Hanwha Hotels, Establishes SPC, Invests 250 Billion KRW
Variable: Koo Ji-eun, Former Ourhome Vice Chairman, Opposed to Sale
Kim Dong-seon, Vice President of Hanwha Galleria & Hanwha Hotels & Resorts [Provided by Hanwha Galleria]
[Herald Economy = Reporter Jeon Sae-nal] Hanwha Group is pushing to acquire Ourhome in order to strengthen its capability in the food and beverage (F&B) business and secure growth momentum. Analysts say there is a speeding up of succession processes for Kim Dong-seon, Vice President of Hanwha Hotels & Resorts. However, whether former Vice Chairman Koo Ji-eun will exercise her ‘Right of First Refusal’ to counteract remains a variable.
On the 12th, according to the distribution industry, Hanwha Hotels & Resorts is reportedly considering establishing a task force (TFT) related to the acquisition of Ourhome. This move is interpreted as a preparation for after the merger with Ourhome.
Hanwha Hotels & Resorts announced the signing of a stock purchase agreement with former Ourhome Vice Chairman Koo Bon-sung, Chairman Koo Mi-hyun, and two direct descendants. Hanwha will acquire a 58.62% share (13,376,512 shares) for 869.5 billion KRW.
To proceed with the stock purchase agreement, Hanwha Hotels & Resorts will establish a special purpose company (SPC) called Woolee F&B Co., Ltd. consisting of 250 billion KRW raised from its own cash reserves and some external borrowings, with the shortage funded through financial investors (FIs) and acquisition financing.
The industry is viewing this as an effort to strengthen Kim Dong-seon’s position for management succession. As the driving force behind the Ourhome acquisition, Vice President Kim has decided to proceed to ensure stable cash flow, a strength of the group catering business, and to combine focus projects such as Food Tech.
However, the opposition from former Vice Chairman Koo Ji-eun to Hanwha’s acquisition of Ourhome remains a sticking point. She is expected to file for an injunction from the court if Hanwha Hotels & Resorts acquires stakes held by her siblings as part of the Koo family alliance. Former Vice Chairman Koo also holds a right of first refusal on these stakes.
The pivotal factor is the funding strategy. If former Vice Chairman Koo utilizes her right of first refusal to purchase her brother and elder sister’s stakes, approximately 870 billion KRW will be needed, necessitating collaboration with FI (external financial investors). Some speculate that Apollomacapital might play the role of a white knight.
Future legal disputes are also hinted at, as there are conflicting claims regarding the exercise of the right of first refusal. The Hanwha side asserts that the right has effectively lapsed as they have inquired about the exercise of rights several times without receiving a response from former Vice Chairman Koo. Conversely, her side claims that a formal offer to exercise the right has not been received, and proper procedures have not commenced.
Meanwhile, Hanwha Hotels & Resorts will re-enter the catering market after five years with the acquisition of Ourhome. Hanwha Hotels & Resorts had sold its group catering business, Foodist, in 2020.
A representative from Hanwha Hotels & Resorts stated, “We participated in the acquisition to target the fast-growing food industry by providing group catering and food distribution services, establishing new growth engines and offering high-quality F&B services.” They added that, “Through various synergies between Hanwha’s distribution services division and Ourhome, we will lead the domestic and international food markets.”