[News Space=Reporter seungwon lee] Samsung BioLogics' plan to spin off its subsidiary management and new investment business divisions to establish a new corporation, Samsung Epi Holdings, has been postponed by about a month.
On August 22, Samsung BioLogics announced that the spin-off date had been changed from October 1 to November 1. Accordingly, the extraordinary general meeting of shareholders to approve the spin-off plan was also postponed by one month, from September 16 to October 17. The relisting date for the new entity, Samsung Epis Holdings, was adjusted from October 29 to November 24. The trading suspension period was also reset from October 30 to November 21.
This delay is the result of the Korea Exchange's preliminary review of the spin-off relisting taking longer than originally expected. Samsung BioLogics filed for the preliminary review on May 22, but due to additional requested documents, the relisting review took 86 days, compared to the average 73 days.
This delay in the submission of the securities report is believed to have delayed both the general shareholders' meeting and the spin-off date by approximately one month. An exchange official explained that this was due to a request for additional data to comprehensively evaluate various issues, including the restructuring of the governance structure.
Samsung Epi Holdings will be established as a pure holding company, incorporating biosimilar company Samsung Bioepis as a wholly owned subsidiary, and plans to establish a new subsidiary in November. Existing Samsung Biologics shareholders will receive shares of Samsung Biologics and Samsung Epi Holdings at a ratio of 0.6504 to 0.3496 after the spin-off. The split ratio was calculated based on the book value of net assets.
The core purpose of this spin-off is to completely separate the contract development and manufacturing organization (CDMO) and biosimilar businesses, thereby addressing concerns about potential conflicts of interest among clients. Samsung BioLogics' CDMO clients have raised concerns about potential conflicts of interest with its subsidiary, Samsung Bioepis' biosimilar business. Therefore, the decision to clearly separate the two business units focuses on strengthening competitiveness and restoring customer trust.
A securities industry insider stated, "While there were minor disagreements within the review committee, they understood the motivation and intent of the split and finalized the decision." Through this, Samsung BioLogics and Samsung Epis Holdings will establish independent decision-making systems and focus on strengthening the fundamental competitiveness of each business. This restructuring is expected to have a positive impact on enhancing corporate and shareholder value in the long term.
Meanwhile, some in the market are speculating that this spin-off could be related to the restructuring of Samsung Group's governance structure, but Samsung BioLogics' CFO is drawing a line, saying, "It has nothing to do with the restructuring."
Although the Samsung BioLogics spin-off was somewhat delayed due to a lengthy review process, the core goal is to resolve conflicts of interest across business units and enhance competitiveness. The launch of the new entity, Samsung Epi Holdings, has been confirmed for November. Key schedules, including the general shareholders' meeting and trading suspension period, have also been fully adjusted accordingly.