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Holding Companies Update on Samsung Group’S Ownership Restructuring and Investment Strategy

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Holding Companies Update on Samsung Group’S Ownership Restructuring and Investment Strategy Holding Companies Update on Samsung Group’s ownership restructuring and investment strategy Cheil Industries to merge with Samsung C&T On May 26 th , Cheil Industries and Samsung C&T announced that their boards of directors approved a proposed merger between the two companies. Under the agreement, Cheil Overweight (Maintain) Industries will acquire Samsung C&T by offering 0.3500885 new shares for each Samsung C&T share. The merged entity will be named Sa msung C&T. From a governance Sector Update perspective, we believe the merger will allow Samsung Group’s controlling family to 1) simplify the group ’s circular shareholding structure, 2) gain control over Samsung C&T, May 27, 2015 and 3) secure Cheil Industries’ stake in Samsung Ele ctronics (SEC). The deal could be called off if the cost of buying back dissenting shares collectively exceeds W1.5tr. However, we do not expect this to happen, given the projected share price movements Daewoo Securities CCCo.,Co., Ltd. of both companies. [Holding Companies/IT Services] Group ownership restructuring outlook and investment opportunities Dae-ro Jeong We expect additional group restructuring events to unfold. In particular: +822-768-4160 [email protected] (1) Affiliates are expected to sell their stakes in the merged entity to unwind group circular shareholdings. Currently, there are around 10 cross-shareholdings among Yoon-seok Seo affiliates of Samsung Group, all of which come back to either Cheil Industries or +822-768-4127 Samsung C&T . Once the merger is finalized, we believe group affiliates will successively [email protected] liquidate their holdings in the combined entity, thereby unwi nding the group’s circular shareholding structure. [Investment opportunity] Samsung SDI and Samsung Electro-Mechanics (SEMCO) may sell their stakes in the merged entity, eliminating the group’s circular shareholdings and generating cash flow. (2) SEC is likely to convert to a holding company structure. Given the government’s ban on new cross-shareholdings and the group’s budget constraints, the only viable way for the group to raise its SEC stake would be to turn the electronics giant into a holding compan y. In this case, the group could secure stable ownership in the holding company and the electronics operating subsidiary via holdings in Samsung SDS, SEC’s share buybacks, and tender offers. [Investment opportunity] Watch for additional buybacks and SEC spin-off ; Value of Samsung SDS shares could be boosted. (3) Samsung Group’s holding company conversion looks highly likely. O nce the intermediate financial holding company bill pending in the National Assembly becomes law, the group will be able to establish Samsung Life as an intermediate financial holding company. Then, the group could ultimately ensure stable ownership in electronics and financial affiliates via the new entity resulting from the merger of Cheil Indu stries and Samsung C&T. All in all , we think Samsung Group is highly likely to opt for a holding company structure, given the need to regroup affiliates. [Investment opportunity] Watch for spin-off of Samsung Life and spin-off of post- merger Samsung C&T. Five key considerations for ownership restructuring Source: KDB Daewoo Securities Research Analysts who prepared this report are registered as research analysts in Korea but not in any other jurisdiction, including t he U.S. PLEASE SEE ANALYST CERTIFICATIONS AND IMPORTANT DISCLOSURES & DISCLAIMERS IN APPENDIX 1 AT THE END OF REPORT. May 27, 2015 Holding Companies Figure 111.1. CCCorporateCorporate governance of Samsung Group (before merger) Source: KDB Daewoo Securities Research Figure 222.2. Corporate governance of Samsung Group (after merger)merger) Source: KDB Daewoo Securities Research KDB Daewoo Securities Research 2 May 27, 2015 Holding Companies Cheil Industries to merge with Samsung C&T On May 26 th , Cheil Industries and Samsung C&T announced that their boards of directors approved a proposed merger between the two companies. Under the agreement, Cheil Industries will acquire Samsung C&T by offering 0.3500885 new shares for each Samsung C&T share. The merged entity will be named Samsung C&T. Table 111.1. Exchange ratio forforfor Cheil Industries and Samsung C&T merger (W) Common stock Cheil Industries Samsung C&T Base price 159,294 55,767 Exchange rratioatioatioatio 111 0.3500885 Preferred stock Cheil Industries Samsung C&T Base price 99,432 34,810 Exchange rratioatio 111 0.3500885 Notes: Base price is the weighted average of the past month’s average price, past week’s average price, and the price on the most recent date Source: KDB Daewoo Securities Research TableTableTable 222.2. Appraisal right exercise price (W, %) Appraisal right exercise price (A) Current price (B) Disparity (B/A) Cheil Industries 156,493 188,000 20.1% common stock Samsung C&T 57,234 63,500 10.9% common stock Samsung C&T 34,886 40,050 14.8% preferred stock Notes: Appraisal right exercise price is the weighted average of the past two months’ average price, past week’s average price, and the price on the most recent date Source: KDB Daewoo Securities Research Figure 333.3. Exchange ratio of Cheil IndustriesIndustries----SSSSamsungamsung C&T merger (x) 0.50 Cheil Industries-Samsung C&T exchange ratio 0.45 Exchange ratio = 1:0.3500885 0.40 0.35 0.30 2/23 3/23 4/23 5/23 Source: KDB Daewoo Securities Research KDB Daewoo Securities Research 3 May 27, 2015 Holding Companies Figure 444.4. Current price, acquisition price, and appraisal rigrightht Figure 555.5. Current price, acquisition price, and appraisal rigrightht exercise price of Cheil industries exercise price of Samsung C&T (W) (W) Base price 5/26: Announced merger 5/26: Announced merger 200,000 Base price 65,000 Appraisal right exercise price Appraisal right exercise price Current share price 180,000 60,000 160,000 55,000 140,000 5/22: Merger base date 5/22: Merger base date 120,000 50,000 2/26 3/26 4/26 5/26 2/26 3/26 4/26 5/26 Source: KDB Daewoo Securities Research Source: KDB Daewoo Securities Research We see this deal as essential to the governance restructuring of Samsung Group. Indeed, the merger will allow Samsung Group’s controlling family to 1) simplify the group’s circular shareholding structure, 2) gain control over Samsung C&T, and 3) secure Cheil Industries’ stake in SEC. The deal could be called off if the cost of buying back dissenting shares collectively exceeds W1.5tr. However, we do not expect this to happen, given the projected share price movements of both companies. TableTableTable 333.3. Changes tototo holdings ooff controlling family & related parties (shares) Cheil IndustriesIndustries++++ Cheil Industries Samsung C&T Samsung C&T NotesNotesNotes Shares Ownership Shares Ownership Shares Ownership Lee Jae-yong 31,369,500 23.24% 0 0.00% 31,369,500 16.54% Lee Bu-jin 10,456,450 7.75% 0 0.00% 10,456,450 5.51% Lee Seo-hyun 10,456,450 7.75% 0 0.00% 10,456,450 5.51% Related parties: Lee Gun-hee 4,653,400 3.45% 2,206,110 1.41% 5,425,734 2.86% 30.79% Lee Yu-jeong 600,000 0.44% 0 0.00% 600,000 0.32% Cho Woon-hae 100,000 0.07% 0 0.00% 100,000 0.05% SEMCO 5,000,000 3.70% 0 0.00% 5,000,000 2.64% Samsung SDI 5,000,000 3.70% 11,547,819 7.39% 9,042,759 4.77% Samsung F&M 0 0.00% 7,476,102 4.79% 2,617,297 1.38% Samsung Life 0 0.00% 678,754 0.43% 237,624 0.13% Affiliates: Samsung 9.55% Foundation of 1,101,000 0.82% 123,072 0.08% 1,144,086 0.60% Culture Samsung 0 0.00% 231,217 0.15% 80,946 0.04% Foundation KCC 13,750,000 10.19% 0 0.00% 13,750,000 7.25% Employee stock ownership 5,749,990 4.26% 0 0.00% 5,749,990 3.03% association Cheil Industries 19,033,800 14.10% 0 0.00% 19,033,800 10.03% Treasury stock: Samsung C&T 1,849,850 1.37% 8,990,557 5.76% 4,997,341 2.63% 12.67% Total number 135,000,000 100.00% 156,217,764 100.00% 189,690,045 100.00% of issued shares Source: KDB Daewoo Securities Research KDB Daewoo Securities Research 4 May 27, 2015 Holding Companies TableTableTable 444.4. Merger schedule Cheil Industries Samsung C&T (((s(sssurvivingurviving entityentityentity)entity ))) BOD resolutions May 26 ththth May 26 ththth Merger contract date May 26 th May 26 th Announcement of closing date of shareholders list May 27 th May 27 th Confirmation of shareholders list Jun. 11 st Jun. 11 st Start Jun. 12 th Jun. 12 th Closing period of shareholders list End Jun. 16 th Jun. 16 th Notification of shareholders ’ meeting Jul. 2nd Jul. 2nd Start Jul. 2nd Jul. 2nd Reporting objection to merger End Jul. 16 th Jul. 16 th General meeting for merger approval JulJulJul.Jul ... 171717 ththth JulJulJul.Jul ... 171717 ththth th th Exercising of appraisal rights by Start Jul. 17 Jul. 17 dissenting shareholders End Aug. 6th Aug. 6th Merger date SepSepSep.Sep ... 111ststst SepSepSep.Sep ... 111ststst Registration of merger SepSepSep.Sep ... 444ththth SepSepSep.Sep ... 444ththth Distribution of stock certificates SepSepSep.Sep ... 141414 ththth - Listing of new shares SepSepSep.Sep ... 151515 ththth - Source: DART, KDB Daewoo Securities Research KDB Daewoo Securities Research 5 May 27, 2015 Holding Companies Samsung Group’s ownership restructuring 1. Affiliates to sell stake in merged entity to unwind group circular shareholdings Going forward, we expect Samsung Group to gradually unwind its circular shareholdings.
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