Samsung Group’s top executives on Wednesday expressed confidence in winning the upcoming crucial vote on the merger deal between Samsung C&T and Cheil Industries.

“We are confident about the merger approval. We want to win big,” said Samsung C&T co-CEO Kim Shin before attending a weekly executive meeting of Samsung affiliates at the group’s Seoul headquarters.

“There are also several foreign shareholders who support the deal. We are making all-out efforts to attract favorable votes.”


Cheil Industries CEO Kim Bong-young predicted a tight race but said that there would be no plan B even if the deal failed to get approval at a shareholder meeting on Friday.

“(Samsung C&T’s) construction and trading are dwindling businesses. If the merger fails, the company’s stock prices will plunge,” he said.

Samsung C&T has been engaged in an escalating proxy battle with Elliott Associates, the U.S. hedge fund that is opposing its merger with Cheil Industries, the de facto holding company of Korea’s largest conglomerate.

The merger is considered a crucial juncture for Samsung’s once-in-a-generation leadership transition as it would allow the heir apparent, Samsung Electronics vice chairman Lee Jay-yong, to solidify his influence throughout Samsung companies, including the crown jewel, Samsung Electronics. C&T owns a 4.1 percent stake in the world’s largest smartphone-maker.

But Elliott, siding with other foreign institutional investors and minority shareholders, has claimed that the deal’s timing led to an unfavorable merger ratio for Samsung C&T and its shareholders. Elliot has a 7.1 percent stake in the company.

“I think the fight with Elliott has just begun,” said Yoon Yong-am, head of Samsung Securities. “We need a landslide win to fend off future challenges from Elliott and other activist funds.”

He added that even if the merger is approved, Elliot would not stop its offensive, possibly to wield more influence over the management.

Samsung C&T won vital backing last week after the National Pension Service, the company’s largest shareholder with an 11.21 percent stake, announced it would vote in favor of the merger.

The pension fund is expected to hold the swing vote in a knife-edge ballot.

In order for the merger deal to be approved, it needs at least two-thirds of votes cast at the shareholder meeting, while Elliott can veto it if one-third of the votes are against the deal.

By Lee Ji-yoon (jylee@heraldcorp.com)