by이정훈 기자
2002.02.21 13:33:14
[edaily]다음은 미국계 펀드인 Elliot Associates.L.P가 보내온 "삼성전자 우선주 전환 삭제에 대한 반박문" 원문이다.
In our press release and open letter of 20 February 2002, we drew attention to the prejudice that preferred shareholders in Samsung Electronics would suffer from the deletion of the Article relating to the conversion of preferred shares into ordinary shares (Article 8, Paragraph 5 of Samsung Electronics’ Articles of Incorporation).
We have read the statement that Samsung Electronics has subsequently issued regarding the convertibility of its preferred shares. There is nothing in their statement or in the adjoining legal opinion provided by law firm Kim & Chang that alters the views expressed in our press release and open letter.
Kim & Chang state that “it would be reasonable to conclude” that Article 8, Paragraph 5 of the AOI does not apply to preferred shares currently in issue (which they refer to as the “Old Preferred Stocks”). However, Kim & Chang do accept that there is a question whether the “Old Preferred Stocks” are presently convertible:
“As neither the main text of the AOI nor the addendum to the AOI of SEC provides for the restriction on the applicability of Article 8, Paragraph 5 of AOI, there can be a question as to whether the provision of Article 8, Paragraph 5 equally applies to the Old Preferred Stocks”
We stand by our interpretation that a literal reading of Article 8, Paragraph 5 suggests that the existing preference shares will be convertible into ordinary shares ten years after the issue date.
The conflicting interpretations of this Article may explain why Samsung Electronics is attempting to remove the Article so hastily without fully explaining its relevance to shareholders.
Samsung Electronics is missing the opportunity to enter into a constructive dialogue with its shareholders that could lead to a resolution of the mis-valuation of this class of equity.
Elliot is organising a conference call for interested investors on Friday February 22, call in details will be provided later.