이 기사는 2021년 11월 25일 08시06분 thebell에 표출된 기사입니다

Hanssem, a South Korean home furnishing company, has rejected demands from Teton Capital Partners, which holds the second-largest stake in the company, ahead of its extraordinary general meeting scheduled for December 8, a move that will escalate a conflict between Hanssem and the US hedge fund.

Hanssem’s board of directors on Monday approved the content of items that will be voted on at the extraordinary general meeting, which was called on October 28 shortly after a deal was agreed for IMM Private Equity to buy a controlling stake in the company.

The Seoul-based private equity firm last month signed an agreement to acquire a roughly 27.7% stake in Hanssem for more than 1.45 trillion won ($1.22 billion), including a control premium, from the company’s chairman Cho Chang-gul and his specially related persons.

IMM PE teamed up with strategic investor Lotte Shopping to acquire the stake, with the retail giant investing 259.5 billion won in IMM PE’s fund. The acquisition is expected to close before the end of this year.

The items to be voted by shareholders at Hanssem’s extraordinary general meeting in December include the appointment of new outside directors and non-standing directors.

Outside director nominees proposed by the company’s board are former KT Estate chief financial officer Cha Jae-yeon, Seoul Guarantee Insurance’s management consultant Kim Sang-taek, and former Lotte Shopping Supermarket Division chief executive Choi Choon-seok. All three have been recommended by IMM PE.

Teton Capital previously sent Hanssem a certified letter demanding the company include an outside director nominee recommended by the hedge fund in the extraordinary general meeting’s voting items. But Hanssem decided not to table the proposal as it intends to give its board seats to those proposed by IMM PE.

Teton Capital also demanded access to the company’s shareholder register and the adoption of electronic voting system, which Hanssem said are being reviewed.

With Hanssem effectively turning down all proposals made by Teton Capital, a conflict between the two firms is expected to escalate. As of the end of September this year, chairman Cho and his specially related persons are the largest shareholder in Hanssem, with a combined stake of 30.21%.

Teton Capital is the second largest shareholder, with the hedge fund recently increasing its stake in the company to 9.23% from 8.43% at the end of September. Other shareholders with a stake greater than 5% include the National Pension Service, which held 6.92% at the end of September.

Hanssem also nominated four top officials at IMM PE, including partner and chief investment officer Hae-joon Joseph Lee, for election as non-standing directors. The company’s eight-person board currently comprises five insider directors and three outside directors.

Any appointment of the board's nominees as either outside directors or non-standing directors through the upcoming extraordinary general meeting process will be only effective when IMM PE’s stake acquisition in Hanssem is completed before the deal’s deadline.

Shareholders will also vote on changing the company’s articles of association to allow the adoption of an executive officer system as the furniture company, after upcoming ownership change, intends to separate decision-making and supervisory functions from business execution functions.

This indicates a potential reshuffle of Hanssem’s management after the IMM PE-controlled board of directors takes the reins.

Hanssem plans to increase shareholder return by implementing stock repurchase programs and paying quarterly dividends starting from the first quarter of 2022, as part of efforts to soothe shareholders. It also intends to increase its annual dividend payout ratio to 50% or higher. (Reporting by Hyo-beom Lee)