Celltrion merger plan approved by shareholders

Korean biosimilar giant Celltrion and its sales unit Celltrion Healthcare received shareholders’ approval for their merger on Monday, paving the way for the launch of an integrated company planned for December.

During the extraordinary general shareholders meetings separately held by the two companies in Incheon, Celltrion won with 97.04 percent of attendees voting in favor of the merger, while 95.17 percent of Celltrion Healthcare shareholder attendees agreed with the plan.

The integration with Celltrion Healthcare is a part of Celltrion's external growth plan to compete with global big pharmaceutical companies. After merging with Celltrion Healthcare and chemical pharmaceutical affiliate Celltrion Pharma, Celltrion expects its combined sales will shoot up to 12 trillion won ($8.87 billion) by 2030.

"(Through the merger) It is expected that the entire business cycle from development to sales will be unified, and that it will be possible to secure large-scale investment resources for the development of new drugs and new modalities based on improved cost competitiveness," Celltrion said in a statement.

Under the scheme, Celltrion will absorb the marketing unit, exchanging Celltrion Healthcare’s shares for every 0.4492620 Celltrion shares.

With the merger approved, shareholders who dissent to the merger can exercise their appraisal rights to demand Celltrion purchase their shares from Monday until Nov. 13.

The appraisal right exercise prices for Celltrion and Celltrion Healthcare are 150,813 won and 67,251 won, respectively. The two companies aim to wrap up the tie-up on Dec. 28.

Celltrion Group's founder and Honorary Chairman Seo Jung-jin showed confidence in making the merger successful after gaining shareholders' backing. “With this, the uncertainty of the merger has disappeared,” he said after the proposal was approved.

Prior to the shareholders meeting, Celltrion encountered an unexpected obstacle due to the abstention of the National Pension Service, the second-largest shareholder of the firm. The National Pension Service, which holds a 7.43 percent stake in Celltrion, effectively voted against the merger plan in order to exercise its right to an appraisal of the stock.

The standard price for appraisal right of 150,813 won was higher than the previous day's closing price, which was 142,200 won, which was interpreted as the pension fund's decision to prevent losses.

If the National Pension Service exercises its appraisal rights for the entire stake it owns in Celltrion, Celltrion will be required to pay over 1.64 trillion won.

Celltrion's board of directors has set the limit for the total amount that the company is to pay for those exercising the appraisal rights at 1 trillion won.

However, after the merger was approved, Seo said the threshold wouldn’t be a hindrance.

“If the total amount for the money for appraisal exceeds 1 trillion won, I will invest and push through it unconditionally, even if it means taking on debt,” he said. “After the general shareholders meeting, I will meet the board of directors and persuade them.”

In August, Celltrion announced its plan to integrate the group's three listed firms -- Celltrion, Celltrion Healthcare, and Celltrion Pharm -- to enhance business synergy and operational efficiency.

Under the plan, if the merger process between Celltrion and Celltrion Healthcare is complete within the year, a second-stage merger with Celltrion Pharm will be carried out within the next six months.