On the morning of May 17, the Seoul Central District Court held a hearing regarding an injunction filed by ADOR’s CEO, Min Hee Jin, against HYBE. The injunction seeks to prevent HYBE, which owns 80% of ADOR’s shares, from exercising voting rights at the upcoming temporary shareholders’ meeting on May 31.
One of the key proposals at this meeting is the potential dismissal of Min Hee Jin, who holds a 20% stake in the company.
The hearing unveiled undisclosed details of the dispute, including discussions about Min’s meetings with investors and ADOR’s plans for a public listing. Statements from an external director of HYBE, known as ‘B,’ and N Capital, the manager of a private equity fund (PEF), were referenced by attorneys from both sides.
Sources from the investment banking and legal sectors revealed that ‘B’ had informed HYBE in mid-February about investment proposals from Min’s side. ‘B,’ also a co-representative of a venture capital firm, relayed a proposal suggesting that Min’s side could use a PEF to become ADOR’s largest shareholder, recruit investors through pre-IPO investments, and seek assistance in board approval and joint share acquisition. However, ‘B’ clarified that they did not meet Min directly but received the proposal through intermediaries.
HYBE reportedly obtained additional evidence of discussions about ADOR’s listing plans and investor recruitment between N Capital and Lee Sang Woo, ADOR’s vice president. These details were submitted as testimonies and evidence in court. Min’s legal team argued that the information provided by ‘B’ was hearsay and that Min Hee Jin did not directly engage with the PEF.
Moreover, HYBE’s written arguments and audit report submitted to the court claimed that Min Hee Jin had held dinner meetings earlier in the year with executives from companies such as Dunamu and Naver, proposing the acquisition of ADOR.
Executives from these companies allegedly shared this information with HYBE, foreseeing potential issues arising from the meetings. Dunamu, the operator of Upbit, is significant as the third-largest shareholder in HYBE.
Sources also indicated that Min had raised concerns about shareholder agreements with HYBE in early December 2023, mentioning issues related to listing and shareholders. Min reportedly requested a significant increase in the exercise price for put-back options designated for her ADOR shares, emphasizing the lack of a listing plan and the difficulty in selling shares to investors.
The resolution of the dispute between HYBE and CEO Min Hee Jin is anticipated between the 24th and the 31st. The Civil Agreement 50 Division, presided over by Judge Kim Sang-hoon, announced that they would review additional written responses from both parties by the 24th and make a decision before ADOR’s temporary shareholders’ meeting on the 31st.
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