Korea Zinc to decide on disputed $1.8 billion share plan as pressure rises
Korea Zinc Co.’s chairman will step down from his role as the head of the board after scrapping a planned $1.8 billion share sale, a blow to his efforts to fend off a bid for control from the company’s largest shareholder.
The world’s largest producer of refined zinc said on Wednesday that Choi Yun-beom’s role would be split, allowing him to stay on as chief executive, but bringing in an independent chairman to run the board. Korea Zinc shares fell as much as 18.1% after the news, ending the day down 14.1%.
“The aim is to increase the board’s independence,” Choi said. He added he would do his best to “persuade” the suitors to “move forward,” in a sign that his resignation was at least in part an olive branch after a months-long battle for control.
The dramatic turnaround comes just two weeks after Korea Zinc announced its planned share sale, prompting a selloff in the stock and triggering an investigation by the country’s financial watchdog that put its corporate governance into the spotlight.
The company said in a regulatory filing on Wednesday that it had taken into account the opinions of market participants and its investors before making the decision. The retreat, while expected, was a severe setback for Choi. He had sought to shore up support among shareholders and employees, who stood to be allocated a fifth of the new stock. It could also delay efforts to cut the company’s debt.
The Financial Supervisory Service, South Korea’s markets watchdog, had ordered Korea Zinc to revise its share sale filing, saying the plan lacked specifics, including around the decision-making process and due diligence on the arranger. The watchdog’s rapid intervention raised immediate questions in the market over whether the plan could go ahead at all.
Wednesday’s turbulence caps two months of bitter public fighting over the direction and strategy of the company, founded by two friends who fled North Korea. The battle has been closely watched in Korea, but also in global metal markets, given Korea Zinc’s position as a major non-Chinese producer of key material required for energy transition.
The feud between the two shareholder groups burst into public view in September, after private equity firm MBK Partners Ltd teamed up with Korea Zinc’s top investor Young Poong Corp. and launched an unsolicited takeover bid, which eventually gave the suitors 39.8% control of the company. Choi, the grandson of one of the founders, responded by launching a share buyback by roping in Bain Capital, giving that side more than 35% ownership.
October’s share sale plan was perceived by the market as a way for Choi to fend off MBKP while responding to one of that side’s criticisms by cutting the debt burden.
Choi said his decision to step down as chairman of the board and focus on running the company day-to-day would “likely be something Young Poong and MBK could agree on.”
Limited options
Analysts saw the scrapping of the share sale as a win for Choi’s opponents.
“Looks like the board just doesn’t want to roll with Choi anymore, given all the legal risk,” said Sanghyun Park, an analyst at Clepsydra Capital, adding that Korea Zinc’s decision to scrap the deal signals “a rift in Choi’s camp.”
“Choi’s remaining cards are pretty limited now: keeping the remaining white knights from bailing and trying to secure the National Pension Service vote at the general meeting. But it’s still unclear if the NPS will side with Choi,” Park added.
NPS, which owns a stake of around 7.6% according to a filing published late last month, has not commented on which side it would support.
An MBKP spokesperson said that the firm would now call an emergency shareholders’ meeting to propose measures to improve corporate governance.
“The share sale plan, which damaged the interests of shareholders, shouldn’t have been proceeded in the first place. It is natural to withdraw the share sale plan,” the spokesperson said, before Choi announced his decision to step down.
Watchdog FSS did not comment on Wednesday’s changes.
In spite of the sharp drop late last month, Korea Zinc shares are still trading at nearly double their value in early September, before the MBKP and Young Poong joint takeover offer. The company’s market capitalization stands at around $14.5 billion.