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Photo = T'way Air |
[Alpha Biz= Kim Jisun] According to industry sources on Tuesday, Sono International filed for an injunction with the Daegu District Court on January 31, seeking the appointment of 9 director candidates, including Seo Jun-hyeok, the chairman of Daemyung Sono Group, and 2 audit committee nominees at T'way Air.
T'way Air's board is required to have a minimum of 3 members and a maximum of 12. Currently, the board consists of 7 members, including 4 inside directors and 3 outside directors. Among these, the terms of 2 inside directors (CEO Jeong Hong-geun and Business Head Kim Hyung-yi) and 2 outside directors (Attorney Kim Seong-hoon and The Snowball CEO Choi Seong-yong) are set to expire next month, leaving only 3 members: 2 inside directors and 1 outside director.
Daemyung Sono Group intends to use this injunction to fill all 9 remaining seats on the T'way Air board, thereby taking control of the board.
T'way Air's largest shareholders are T'way Holdings and Yerimdang, which together hold a 30.07% stake. The second-largest shareholder, Daemyung Sono Group, holds 26.77%, leaving just a 3 percentage-point gap between the two.
Therefore, the decisions of the minority shareholders, who collectively hold more than 40% of the shares, are crucial.
However, Daemyung Sono Group’s plan has encountered setbacks. Minority shareholders of T'way Air have formed a coalition and are demanding that Daemyung Sono Group comply with a fair acquisition process through a public tender offer, triggering a shareholder action.
The minority shareholders’ coalition is concerned that Daemyung Sono Group will first secure control of T'way Air and then pursue a large-scale capital increase or an aggressive merger with another airline, which could rapidly devalue shares.
The coalition is demanding that Daemyung Sono Group adhere to a fair and transparent acquisition process through a public tender offer, disclose its acquisition intentions and long-term management strategy, and protect shareholder value and the rights of minority shareholders.
Additionally, the coalition aims to consolidate more than 10% of the shares by the end of this month. After consolidation, they plan to convene an extraordinary general meeting of shareholders, submit shareholder proposals, and potentially engage with institutional investors like private equity funds.
According to the recently released shareholder list, the National Pension Service holds 1.39% of the shares, while foreign investors hold 2.19%. These stakes are similar to the difference between Yerimdang and Daemyung Sono Group, making their decisions highly influential in the ongoing process.
AlphaBIZ Kim Jisun(stockmk2020@alphabiz.co.kr)
