SEOUL—"We beg of you, meet us in person," a Samsung employee
pleaded over the apartment intercom to Kim Dong-chil, a retiree
with about 0.004% worth of Samsung C&T Corp., the construction
and trading arm of South Korea's biggest conglomerate.
The Samsung employee, who waved his business card in front of
the intercom camera to prove his credentials, had appeared at Mr.
Kim's doorstep for a simple reason: to persuade Mr. Kim to support
the $8 billion merger of Samsung C&T and Samsung's de facto
holding company, Cheil Industries Inc., at a shareholder vote this
Friday.
The all-stock merger, announced in May, is a crucial step in a
once-in-a-generation succession plan designed to secure control of
Samsung Electronics Co., the crown jewel of the Samsung
conglomerate, in the hands of heir apparent Lee Jae-yong, son of
chairman Lee Kun-hee. The elder Mr. Lee remains incapacitated after
a heart attack last year.
Samsung C&T owns a 4.1% stake in Samsung Electronics.
Mr. Kim, whose 7,000 shares in Samsung C&T are worth about
$400,000, told the employee that he didn't want to be bothered. But
he said the Samsung employee kept coming back, buzzing his
apartment again and again, saying he wanted to explain the
rationale for the merger.
Home visits, text messages, front-page newspaper advertisements
and even hand-delivered watermelons are Samsung's weapon of choice
in its bitter war against U.S. hedge fund Elliott Associates LP. In
recent months, the New York-based firm has spent about $1 billion
accumulating a 7.1% stake in Samsung C&T and small positions in
two other listed Samsung affiliates with stakes in Samsung C&T,
according to a person familiar with the matter.
Elliott's attack indirectly hits at a little-known vulnerability
in the family's grip on the Samsung conglomerate of some 70
companies: The younger Mr. Lee's direct stake in the world's
biggest smartphone maker is just 0.57%.
Lee Jae-yong is bound to inherit his family's stakes in Samsung
Electronics—Lee Kun-hee alone owns a 3.4% direct stake—and other
affiliates, but the inheritance tax bill of more than $5 billion he
is expected to face could force him to liquidate some of his
positions.
The Lee family hasn't spoken publicly about the merger and
declined to comment through a spokesman for this article.
Using the Lee family-controlled Cheil Industries to swallow
Samsung C&T is the cheapest and fastest way for the younger Mr.
Lee to take control of Samsung C&T's 4.1% stake in Samsung
Electronics, analysts say.
The effort by Samsung to win over Mr. Kim and other minority
shareholders underscores the great lengths to which Samsung is
going to ensure that it wins the necessary two-third majority at
Friday's too-close-to-call shareholder vote.
Despite Samsung's quick rise in reaching the ranks of top global
brands, the conglomerate has yet to convince many shareholders that
its corporate governance, transparency and shareholder policies are
on par with its global peers and that the younger Mr. Lee is ready
to succeed to the throne. The outcome of Friday's vote will show
just how far Samsung and the younger Mr. Lee have come in earning
the respect and admiration of the global investment community.
If the merger fails, Samsung could find itself mired in a
broader struggle for control of its affiliates. Elliott has
suggested that it will fight to replace directors on Samsung
C&T's board if the deal falls through. In addition, Elliott's
1% stakes in the two affiliates, Samsung Fire & Marine
Insurance Co. and Samsung SDI Co., give the U.S. hedge fund room to
sue on behalf of those companies, according to people familiar with
the matter.
Elliott, which believes Cheil Industries' offer undervalues
Samsung C&T, has already filed a pair of court motions seeking
to block the merger, though South Korea's court has sided with
Samsung on both cases—decisions that Elliott has appealed.
Samsung C&T shares are up 21% since the $8 billion merger
was announced on May 26, giving it a market capitalization of 10.47
trillion won ($9.1 billion).
A failed merger would also leave the younger Mr. Lee with no
clear path to increasing his influence over Samsung Electronics at
a time of profound challenge for the smartphone maker, whose
leadership has been threatened by the rise of Chinese handset
makers and the popularity of Apple Inc.'s devices.
Even if Samsung pushes through the merger, Elliott's challenge
will ensure a more difficult, and costly, transfer of power for the
Lee family as other U.S. hedge funds flock for investment
opportunities.
"Hedge funds are going to be watching every move," said Kim
Woochan, a professor of finance at Korea University who says he has
been peppered with calls from foreign investors interested in
Samsung's restructuring.
Left with less favorable options, some analysts say the Lee
family's best option if the deal fails is simply to try to strike
the deal again at a richer premium. South Korean law doesn't allow
a company to sweeten a merger proposal once it has been made, which
means an entirely new merger proposal would have to be submitted—a
process that Samsung executives have publicly sworn off.
The Lee family may also seek to combine Samsung Electronics with
another affiliate in which the younger Mr. Lee holds a substantial
stake, analysts say.
Ahead of the Friday shareholder vote, Elliott has called the
merger "grossly unfair" to Samsung C&T shareholders and has so
far garnered at least 9% of the vote on its side. International
investors, including Aberdeen Asset Management, the Canada Pension
Plan Investment Board, the California State Teachers' Retirement
System and the Florida State Board of Administration, have sided
with Elliott. Domestic shareholder Ilsung Pharmaceuticals Co.,
which owns 2.1% of Samsung C&T, has also signaled that it will
oppose the merger.
Proxy-advisory firms Institutional Shareholder Services Inc. and
Glass Lewis & Co., as well as two Korean counterparts, have
also advised shareholders to oppose the deal, citing a lack of
transparency and poor financial terms for minority shareholders.
Meanwhile, Samsung has argued that the deal would boost long-term
shareholder value, while warning Samsung C&T shareholders to
"be wary of Elliott's questionable motives."
The Samsung C&T stakes owned by Samsung affiliates, the
elder Mr. Lee and construction-materials company KCC Corp.—which
bought a stake in Samsung C&T following the rift with Elliott—
put Samsung's stake slightly ahead of Elliott, at 20%.
Samsung also appears to have won the support of its single
largest shareholder, South Korea's National Pension Service. The
world's third largest pension fund owns an 11.2% voting stake in
Samsung C&T. A spokeswoman for NPS has declined to comment on
how it will vote.
At this point, neither party appears to have enough votes to
sway the outcome of Friday's vote. That turns the focus to foreign
shareholders—excluding Elliott—who own 26% of Samsung C&T
shares and the Korean mom-and-pop investors, who collectively hold
24% of the company. To win their support, Samsung has dispatched
rank-and-file employees in the past two weeks to woo small
shareholders like Mr. Kim, who says he plans to oppose the
merger.
Another shareholder said in an interview that a Samsung C&T
employee left his business card—and a watermelon—with his
apartment's security guard, along with a handwritten plea to
approve the deal.
"In accordance with all legal requirements, Samsung C&T has
been reaching out to our shareholders to support the merger which
we strongly believe to be in the best interest of the company and
our shareholders," a Samsung C&T spokeswoman said.
Samsung has sent its top executives overseas in a bid to sway
foreign institutional investors. Mr. Lee, the 47-year-old
Harvard-educated heir apparent, has even invited an outspoken
opponent of the merger for tea at Samsung's headquarters, according
to people familiar with the matter.
On Monday, Samsung bought front-page advertisements in all of
South Korea's major newspapers to rally support to its side.
"We desperately plead with Samsung C&T shareholders," the ad
read, calling it "regrettable" that Elliott was seeking to block
the proposed merger. "Must the future of Samsung C&T and Cheil
Industries be hindered like this?"
Samsung C&T has also hired bankers at Goldman Sachs Group
Inc. and Credit Suisse AG to advise on the deal—a rare move for a
conglomerate that usually handles its deal-making in-house.
Separately, Samsung pledged to bolster corporate governance by
boosting dividends and creating a shareholder rights committee at
the new company—provided the merger is first approved by
shareholders.
Elliott is fighting back. In recent weeks, it has found an
unusual level of sympathy among local shareholders of Samsung
C&T, thousands of whom have banded online to discuss the
merger.
While the shareholders have sworn independence from both Elliott
and Samsung, many are nonetheless opposing the deal, posting photos
of their proxy voter forms before mailing them to Elliott.
"I was disappointed at Samsung's attitude, which deceives small
shareholders," one shareholder who delegated her vote to Elliott
wrote in an email. She said she was harassed by Samsung C&T
employees.
In times past, an attack on the most powerful family in South
Korea's clubby corporate sector—in a country where family-run
conglomerates, or chaebol, dominate the economy—wouldn't have
gotten very far. The Lee family, led by its ailing chairman, is
seen as untouchable in a country dubbed the Republic of Samsung
because of its interests in technology, construction, insurance,
securities trading, fashion and lifestyle.
Samsung Electronics alone accounts for about one-fifth of South
Korea's stock market value, and seven Samsung-affiliated companies
populate a new Dow Jones Industrial Average-style stock index of 30
constituents created by Korean regulators.
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While victory is far from ensured for interlopers like Elliott,
the vote's outcome could redefine how shareholder activism is
viewed in a country long seen as one of the most inhospitable
destinations for foreign capital in the developed world.
Family succession, once regarded as the norm in South Korea, is
coming under criticism by ordinary Koreans. There are signs that
many shareholders are starting to react more positively as outside
investors focus attention on corporate-governance questions that
have rarely been raised.
Hugh Young, director of Aberdeen Asset Management PLC, which
owns less than a 0.1% stake in Samsung C&T, said he had no
choice but to oppose the deal.
"If one does not protest, it could be seen as endorsing poor
practices," he said. While South Korea isn't the only country with
controlling shareholders who are looking out for their own
self-interest, he said: "Given the predominance of chaebol it is
arguably a larger issue in Korea."
Min Sun Lee contributed to this article.
Write to Jonathan Cheng at jonathan.cheng@wsj.com and Min-Jeong
Lee at min-jeong.lee@wsj.com
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