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HHI acquires Doosan Infracore after Chinese arm dispute resolution
By Son Ji-hyoungPublished : Aug. 19, 2021 - 15:27
Hyundai Heavy Industries Group has closed an acquisition deal of a 30 percent stake in South Korean machinery manufacturer Doosan Infracore for 850 billion won ($722.5 million), a filing submitted to the Financial Supervisory Service showed Thursday.
The business conglomerate‘s midtier holding company Hyundai Genuine has bought 23.4 million common shares in Doosan Infracore from the debt-saddled Doosan Heavy Industries & Construction, which will use about 690 billion won in proceeds to repay debts to its creditors including the state-run Korea Development Bank.
The stake acquisition is expected to bring Hyundai Heavy’s market share in the construction equipment market -- with both Doosan Infracore and Hyundai Construction Equipment under its umbrella -- to over half.
The deal closure came on the heels of news that Doosan Infracore had cleared a major obstacle for the proposed takeover, as it settled a yearslong dispute surrounding its Chinese arm and its minority shareholders.
A disclosure submitted Thursday showed the construction equipment maker agreed to repurchase a 20 percent stake in Doosan Infracore China Co., putting an end to the drawn-out legal dispute with the group of minority shareholders in the Chinese unit.
Doosan Infracore will acquire the stake from the investor consortium -- comprising Mirae Asset Private Equity, IMM Private Equity and Hana Financial Investment Private Equity -- for 305 billion won in cash to exercise full control over the company on Oct. 29.
Upon completion of the deal, the investor group will drop all claims against Doosan Infracore, according to the filing.
Doosan Infracore, a lucrative business of debt-saddled Doosan Group, was perceived as a potential poisoned chalice as it was put up for sale, as it meant buyers might have to shoulder litigation costs of over 1 trillion won. Doosan Infracore later declared that it would bear the cost under an indemnity agreement.
The litigation dates back to 2015, four years after the investor consortium bought a 20 percent stake in DICC for 380 billion won in 2011.
The minority shareholders claimed that Doosan Infracore had breached a shareholder agreement and demanded that Doosan Infracore fulfill the obligation to repurchase the 20 percent stake in DICC for 709.3 billion won, plus 6 to 15 percent annual interest.
Under the shareholder agreement, Doosan Infracore set forth investment exit mechanisms for the investors, such as an initial public offering by 2014. Doosan Infracore stopped short of having DICC go public, repurchasing the shares or finding a third-party investor to buy the stake.
The consortium argued that Doosan Infracore had intentionally obstructed the sales process even after 2014, while Doosan Infracore claimed the stalled sales process could not be construed as obstruction.
The district court ruled in favor of Doosan Infracore in 2017, but the appellate court in 2018 overturned the decision and recognized a majority shareholder’s obligation to buy the minority shareholders’ stake. The Supreme Court sent the case back to the appellate court in January this year.
Doosan Infracore’s net income amounted to 395.7 billion won in 2020, up 0.4 percent from the previous year. Its stock price fell 6.3 percent to close at 14,950 won Thursday.
The business conglomerate‘s midtier holding company Hyundai Genuine has bought 23.4 million common shares in Doosan Infracore from the debt-saddled Doosan Heavy Industries & Construction, which will use about 690 billion won in proceeds to repay debts to its creditors including the state-run Korea Development Bank.
The stake acquisition is expected to bring Hyundai Heavy’s market share in the construction equipment market -- with both Doosan Infracore and Hyundai Construction Equipment under its umbrella -- to over half.
The deal closure came on the heels of news that Doosan Infracore had cleared a major obstacle for the proposed takeover, as it settled a yearslong dispute surrounding its Chinese arm and its minority shareholders.
A disclosure submitted Thursday showed the construction equipment maker agreed to repurchase a 20 percent stake in Doosan Infracore China Co., putting an end to the drawn-out legal dispute with the group of minority shareholders in the Chinese unit.
Doosan Infracore will acquire the stake from the investor consortium -- comprising Mirae Asset Private Equity, IMM Private Equity and Hana Financial Investment Private Equity -- for 305 billion won in cash to exercise full control over the company on Oct. 29.
Upon completion of the deal, the investor group will drop all claims against Doosan Infracore, according to the filing.
Doosan Infracore, a lucrative business of debt-saddled Doosan Group, was perceived as a potential poisoned chalice as it was put up for sale, as it meant buyers might have to shoulder litigation costs of over 1 trillion won. Doosan Infracore later declared that it would bear the cost under an indemnity agreement.
The litigation dates back to 2015, four years after the investor consortium bought a 20 percent stake in DICC for 380 billion won in 2011.
The minority shareholders claimed that Doosan Infracore had breached a shareholder agreement and demanded that Doosan Infracore fulfill the obligation to repurchase the 20 percent stake in DICC for 709.3 billion won, plus 6 to 15 percent annual interest.
Under the shareholder agreement, Doosan Infracore set forth investment exit mechanisms for the investors, such as an initial public offering by 2014. Doosan Infracore stopped short of having DICC go public, repurchasing the shares or finding a third-party investor to buy the stake.
The consortium argued that Doosan Infracore had intentionally obstructed the sales process even after 2014, while Doosan Infracore claimed the stalled sales process could not be construed as obstruction.
The district court ruled in favor of Doosan Infracore in 2017, but the appellate court in 2018 overturned the decision and recognized a majority shareholder’s obligation to buy the minority shareholders’ stake. The Supreme Court sent the case back to the appellate court in January this year.
Doosan Infracore’s net income amounted to 395.7 billion won in 2020, up 0.4 percent from the previous year. Its stock price fell 6.3 percent to close at 14,950 won Thursday.
