Celltrion has suspended its plan to merge with its chemical drug-making unit Celltrion Pharm due to strong opposition from over 90 percent of its shareholders, the biotech firm said, Friday.
According to the companies, their respective boards held meetings on Friday morning and decided not to pursue their proposed merger following a review by an independent committee, which surveyed shareholders and received assessments from outside accounting and consulting agencies regarding the plan.
According to the survey, a majority of Celltrion shareholders opposed the merger, while a majority of Celltrion Pharm shareholders endorsed it.
Among the Celltrion shareholders surveyed, 36.2 percent opposed the plan with 55.1 percent abstaining. Since Celltrion’s largest shareholders, Celltrion Holdings and Chairman Seo Jung-jin, pledged to adhere to the majority’s decision, the company reported that 70.4 percent rejected the merger, and overall disapproval regarding the merger stood at 96 percent when abstainers were taken into account.
Among shareholders who opposed the merger, 58 percent expressed dissatisfaction with the current merger ratio between the two companies, while 21 percent 커뮤니티 said it would create limited benefits. Additionally, those opposing the merger emphasized the need for a “reassessment of the merger ratio” as a key condition if it were to proceed.
Celltrion and Pharm are yet to set their merger ratio, but minor shareholders of Celltrion have been expressing concerns because the country’s law sets the merger ratio of two listed companies based on their current share prices.
On Thursday, Celltrion closed at 194,600 won and Celltrion Pharm ended at 77,100 won. If the ratio is set based on these prices, one Celltrion share can be exchanged for approximately 2.5 Pharm shares, even though Celltrion’s sales are worth over 20 times that of Pharm.
Celltrion shareholders claim that Pharm’s shares are overvalued, citing its price-earnings ratio (PER) that hovered over 194 on Friday. PER is the ratio of a company’s share price to its net profit, thereby indicating whether it is overvalued or undervalued. Celltrion’s PER was approximately 83 on Friday.