Oscotec (039200.KS) has formed a special committee to move ahead with plans to make Genosco a wholly owned subsidiary.
The company said on the 17th that its board met on the 15th and completed the formation of the committee. The panel is intended to provide an independent and impartial review of any conflicts of interest that may arise in the process. Oscotec is the original developer of lazertinib, sold as Leclaza, the first Korean-developed cancer drug to win approval from the U.S. Food and Drug Administration.
Taking full ownership of Genosco, Oscotec's U.S.-based drug research and development unit, has been discussed as a leading alternative in talks with shareholders since Genosco's plan for a separate listing was halted. Oscotec is currently the largest shareholder with a 59.31% stake in Genosco.
The special committee will review, in sequence, the criteria and procedures for selecting an outside valuation firm along with other matters needed to acquire the remaining Genosco shares. The company is also considering using more than one external valuation firm to improve the objectivity and credibility of the assessment. Kim Kyu-sik, an independent director who previously served as chair of the Korea Corporate Governance Forum, was named to head the committee.
Once the valuation is complete, Oscotec plans to use the results as a basis for negotiations with shareholders holding the remaining Genosco stake and to draw up a specific transaction structure and funding plan. Taking into account its financial position and the effect on existing shareholder value, the company will weigh several funding options, including bringing in strategic investors or financial investors.
"No specific funding method has been decided, and the transaction structure and terms will be reviewed after the valuation and any necessary outside advice," an Oscotec official said. "If we bring in outside investors, we will consider whether they can contribute to raising corporate value over the long term and strengthening our capabilities in global drug development and business development."
