Osstem Implant Faces Restructuring Dispute as MBK Partners Denies Allegations

Key Takeaways
  • Osstem Implant faces restructuring controversy as employees claim job reassignments constitute forced resignations, which the company and shareholders deny.
  • Macquarie's public tender offer for Gabia is priced at 48,000 won per share, representing approximately 41.6% premium over previous trading price.
  • PEF Operators Council will launch as formal association in October after member approval at extraordinary general meeting next month.

Osstem Implant, a company acquired by MBK Partners, faces a restructuring controversy as employees claim job reassignments amount to forced resignations. The company and its shareholders—MBK Partners and UCK Partners—deny the allegations, stating the measures are standard organizational efficiency improvements for future growth. The dispute emerges amid ongoing criticism of private equity fund (PEF) cost-cutting strategies following the Homeplus incident.

Osstem Implant Denies Forced Resignations Amid Restructuring Claims

According to the financial investment industry on the 25th, Osstem Implant recently terminated certain employees' existing job functions during business restructuring and organizational reorganization, directing them to find new roles or undergo transition training. The specific number of affected employees was not disclosed, but some workers allege the measures constitute de facto forced resignations. Claims also emerged that pregnant employees and those returning from parental leave were excluded from their previous positions.

The company countered that the actions are not layoffs but rather business structure realignment and organizational optimization to respond to rapidly changing global market conditions. Osstem Implant stated it is reallocating personnel from certain business units to core functions including software planning, IT, logistics, and sales, while operating transition training and capability enhancement programs to support employees' job transitions.

Regarding allegations of forced resignation pressure, the company denied the claims, stating it prioritizes employee input and supports job transitions. The company emphasized that no disadvantages were imposed on pregnant employees or parental leave returnees, and that all maternity protection-related laws are strictly observed. Recent decreases in employee headcount resulted from adjusted new hiring and natural attrition rather than deliberate workforce reduction, according to the company's position.

Shareholders backed management. MBK Partners, UCK Partners, and Chairman Choi Kyu-ok stated they fully support the company's sustainable growth and global competitiveness enhancement, describing management's organizational and operational efficiency measures as essential business activities for securing future growth engines and advancing to global leadership.

The shareholders added they completely trust and support current management's efforts to enhance corporate value, emphasizing that claims regarding disadvantages to maternity protection recipients are untrue and that all personnel and organizational management procedures are conducted legally and fairly in accordance with relevant laws.

Osstem Implant voluntarily delisted after the MBK Partners-UCK Partners consortium secured management rights in 2023 by investing approximately 2.5 trillion won.

Macquarie Launches Public Tender for Gabia at 627.6 Billion Won

Global private equity fund Macquarie Asset Management is acquiring management rights of KOSDAQ-listed company Gabia and pursuing voluntary delisting through a public tender offer.

DCK Investment, an SPC established by Macquarie, signed a stock purchase agreement (SPA) to acquire a 24.4% stake from major shareholder Co-CEO Kim Hong-guk and related parties for approximately 157 billion won. The firm will then conduct a public tender offer for the remaining 73.1% of circulating shares at 48,000 won per share until September 17. If a minimum of 24.3% responds, the tender succeeds; if maximum volume is tendered, Macquarie will secure 97.4% of Gabia shares and pursue voluntary delisting.

The tender price reflects approximately a 41.6% premium over the previous trading day's closing price, with the transaction scale reaching up to 627.6 billion won.

The deal materialized as activist fund Align Partners continued shareholder activities demanding improvements to the dual-listing structure. Industry observers view Macquarie as playing a "white knight" role for the founding shareholders. Co-CEO Kim Hong-guk and others will reinvest proceeds (excluding taxes) from the stake sale into the SPC to reacquire shares, retaining partial board nomination rights and continuing co-management with Macquarie after delisting.

Controversy surrounds the tender process. Align Partners and U.S.-based Merry Capital questioned whether Gabia's board independently and fairly reviewed the transaction under the revised Commercial Act's director fiduciary duty to shareholders, citing potential conflicts of interest between controlling and minority shareholders. They emphasized procedural legitimacy is crucial given the founding shareholders maintain management rights through reinvestment post-tender.

Macquarie countered that the 48,000 won tender price comprehensively reflects historical stock prices, comparable case premiums, peer company valuations, and SPA pricing, describing it as a price providing meaningful premiums and definitive liquidity opportunities to all shareholders. Align reiterated that transaction procedures and the board's role—not price itself—are the core issues, stressing procedural review for all shareholder interests is necessary to enhance market trust.

PEF Operators Council Plans Formal Association Launch

The PEF Operators Council, comprising domestic private equity fund operators, is pursuing a formal association launch. The transition aims to strengthen industry representation and expand policy response and external communication functions.

The council held a regular general meeting and decided to finalize the association conversion agenda at an extraordinary general meeting next month. After a member vote, the formal association will launch in October with the election of a new chairperson. The council currently has approximately 90 member firms, with voting rights allocated differentially based on assets under management (AUM).

The inaugural chairperson selection is also drawing attention. Conventionally, Hyun Seung-yoon, CEO of StoneBridge Capital, would be next in line, but appointing a senior industry figure as inaugural chairperson is reportedly under consideration given the symbolic significance of the association launch. Current council chairperson Park Byung-gun, CEO of Daishin Private Equity (PE), serves until October.

The council is also preparing operational foundations ahead of the association launch. It gradually raised member fees to secure funding for full-time organizational operations; annual fees for large operators with AUM exceeding 1 trillion won reportedly reach approximately 50 million won.

Meanwhile, the council is accelerating member expansion. At the regular general meeting, Metistone Equity Partners and DJ&Lee Investment Partners joined as new members. Following Weltoosi Investment last year, the council continues securing new members to broaden its foundation as the industry's representative organization.

FAQ

What restructuring measures did Osstem Implant implement? Osstem Implant terminated certain employees' existing job functions during business restructuring, directing them to find new roles or undergo transition training. The company stated it is reallocating personnel to core functions including software planning, IT, logistics, and sales while operating transition training programs.

What is Macquarie's tender offer price for Gabia shares? Macquarie is offering 48,000 won per share for Gabia's circulating shares, representing approximately a 41.6% premium over the previous trading day's closing price. The maximum transaction scale reaches 627.6 billion won if all tendered shares are acquired.

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