Hana, Lone Star to conclude KEB contract soon

By Kim Jae-kyoung

Hana Financial Group will sign a share purchase agreement with Lone Star Funds to take over a controlling 51.02 percent stake in Korea Exchange Bank to finalize the acquisition as ongoing due diligence will be completed next week, according to a U.S.-based source close to the transaction, Thursday.

The source said that Hana and Lone Star already signed a binding memorandum of understanding (MOU) with only a few strings attached over the weekend. Lone Star Chairman John Grayken and Hana Chairman Kim Seung-yu met in Singapore on Saturday to reach the agreement, according to the source.

“Chairman Kim said that it was a non-binding agreement and that he will make a final decision on Nov. 26. But actually, it was binding and the two parties reached agreements on many details, including price,” the source said on condition of anonymity.

“Hana has agreed to buy the controlling stake at the current market value plus a 10 percent premium on managerial rights. The MOU leaves room for Hana to adjust the price after the due diligence but it also contains an adjustment price range,” he added. “Since the range is very narrow, the outcome of due diligence will not affect the deal itself.”

KEB shares closed at 12,750 won Wednesday. Given that the fund owns 329.04 million shares, the fund’s stake is estimated at around 4.19 trillion won ($3.67 billion). The source pointed out that the only issue now is whether the Korean government will approve the deal.

“Lone Star agreed to sell off its stake at the aforementioned price on the condition that Hana gets approval from the financial regulator. Therefore, once Hana gets a nod from the Financial Services Commission (FSC), they will sign a stock purchase agreement,” he said.

The source explained that the Dallas-based fund proposed this clause as previous efforts to sell the Korean lender fell through due to FSC objections. “Unlike previous attempts, Lone Star did not inform the regulator of details of the ongoing deal in advance out of concerns that it may intervene,” he said.

The FSC said that it has no stance on a Hana-KEB tie-up as no details are known. “We know nothing but the fact that the two signed a non-binding agreement. We will review the deal once they provide us with details,” an official said, asking not to be named.

Chairman Kim’s remarks Thursday further supported the expectation that the two parties will sign an official sales agreement anytime soon.

“Our staff is conducting due diligence on KEB and a final conclusion will be made within a week. The group has several experiences in mergers and acquisitions (M&A). Our move to buy KEB is expected to go without a hitch,” Kim said during a speech given to Hana employees.

“We are studying what kind of synergy the marriage can create. We are devising a strategy based on potential synergy. Once we sign an official agreement, a newsletter will be sent to explain details of the deal,” he added.

The source said that the U.S. fund halted negotiations with Australia & New Zealand Banking Group (ANZ), which was earlier thought to be the sole bidder for KEB. “ANZ has yet to propose a takeover price,” he said.

The source said that the deal between Hana and Lone Star was made quickly over the weekend. Hana is the nation’s fourth largest financial group with total assets of 200 trillion won.

“Lone Star Chairman Grayken and Hana Chairman Kim had an unscheduled meeting in Singapore and reached an agreement to push ahead with the deal,” he said. “I think that the accord came as there is urgency for both chief executives to exit from the status quo.”

Grayken is desperate to sell off the KEB stake as he has been pressed to step down from Lone Star because of the long-stalled sale of the lender, while Kim is also anxiously seeking to become a major player in the local financial industry through an M&A.

Lone Star took over KEB, then the country’s fifth largest lender, for $1.3 billion in 2003 when the bank was saddled with a huge amount of bad loans in the aftermath of the Asian financial crisis in 1997-98.

하나, 론스타 곧 외환은행 매매계약 할 전망

하나금융그룹과 론스타는 다음주 실사가 끝나는 대로 외환은행 주식 51.02프로에 대한 주식 양수도계약을 체결할 전망이다.

외환은행 매각에 정통한 인사에 따르면 하나와 론스타는 지난 주말 이미 매각관련 구속력 있는 양해각서에 서명을 했다. 이를 위해 론스타의 존 그레이켄 회장과 하나 김승유 회장은 지난 토요일 싱가폴에서 만남을 갖고 매각을 추진하기로 합의했다고 소식통은 전했다

그는 “하나 김승유 회장이 양해각서는 구속력이 없고 인수관련 최종 결정은 26일 발표한다고 했다. 하지만 별다른 조건이 수반되지 않는 구속력 있는 계약으로 봐도 무방하다. 양측은 가격을 포함해서 많은 세부적인 사항에 동의를 한 상태이다”고 말했다.

그는 하나지주는 현 시장 가격에 10퍼센트의 경영프리미엄을 추가한 가격에 외환은행 지분을 인수하기로 합의했다고 전했다. 그는 “양측이 서명한 양해각서에는 하나지주가 실사 후에 가격 조정을 할 수 있는 여지를 남겨 두었다. 하지만 조정가능한 가격범위 또한 명시 되어 있고 그 범위가 크지 않아 실사 결과가 거래 자체에 영향을 주지는 않을 것,”이라고 전했다.

외환은행 주가는 수요일 12,750원으로 마감했다. 론스타가 총 3억2천9백4만주를 보유하고 있는 것을 감안하면 현재 시장 가격은 원화 4.19조원에 달한다