이 기사는 2022년 01월 17일 07:41 thebell 에 표출된 기사입니다.

Lawyers representing Namyang Dairy Products chairman Hong Won-sik and Seoul-based private equity firm Hahn & Co have continued to make their cases in a second hearing over the dispute about a share purchase agreement signed between the two parties last year.

The hearing, held by the Seoul Central District Court on Thursday afternoon, attracted many spectators, with the seats in court packed and some people forced to stay outside.

Hong’s lawyer from LKB& Partners repeated his claim that a side agreement did exist between the two parties and sought to call six witnesses including three lawyers at law firm Kim & Chang, which advised both contracting parties on the deal, Hahn & Co CEO Scott Sang-Won Hahn, and PH & Company CEO Phillip Ham who brokered the deal between Hong and the private equity firm.

In response, a lawyer from Yoon & Yang representing Hahn & Co argued Hong asked a higher price after a share purchase agreement was inked between the two parties last spring, adding that such a request was rarely made and unacceptable in typical M&A deals.

“Two days after the deal was signed at a price of 820,000 won ($691.28) per share on May 27, 2021, Hong abruptly demanded an increase in the sale price to 900,000 won per share or advising fees equivalent to the price increase as the company’s stock price jumped on the news of the deal,” Hahn & Co’s lawyer said.

Hahn & Co later made a final offer of 850,000 won per share, according to text messages between Hong and PH & Company CEO Phillip Ham revealed during a separate hearing earlier this month. Hahn & Co’s lawyer stressed that this was to respond to Hong’s request and there was no other reason.

According to the Hahn & Co lawyer’s argument, Hong then met with the private equity firm and said it was “not a legal request but humane one,” asking the firm to “extend the winner’s generosity”.

Hong’s lawyer denied this and stressed again that there was a side agreement worth at least 3 billion won in cash a year, arguing the chairman tried several times to confirm with Hahn & Co whether the side agreement was included in the contract.

Lawyers representing the two parties were also at odds with each other on Dayou Winia, a company that struck a separate deal with Hong and his family members last November to buy their stakes in the dairy firm.

Hahn & Co’s lawyer pointed out that key positions at Namyang Dairy were taken by officials from Dayou Winia and the companies’ internal online malls were linked to each other, arguing that these were clearly beyond the scope of business consulting and could be seen as part of the business integration.

However, Hong’s lawyer claimed that Dayou Winia was acting as an adviser to Namyang Dairy which was in management crisis.

Hahn & Co’s lawyer also pointed out a delay in court proceedings because of the defendants’ slow response. Hong’s lawyer claimed there were some unavoidable reasons and that was not intentional.

After hearing both sides, the court set the next hearing date for February 24. (Reporting by Gyoung-tae Kim)