SEOUL, SOUTH KOREA, October 19 /CNW/ - Dong-A Pharmaceutical Co Ltd
(000640 KS) announced today that Glass Lewis & Co. and ISS Governance
Services, the world's leading independent providers of proxy voting
recommendations and corporate governance advisory services, have recommended
that their clients vote against the election of Kang-Korea Alcohol nominees at
the October 31 EGM. M.S. Kang and Korea Alcohol are attempting to seize
control of the Dong-A Board at the EGM.
Glass Lewis recommended that shareholders vote against all of the
Kang-Korea Alcohol nominees, stating in its report: "...we feel that the
reasons provided for electing new directors are insufficient. In the absence
of a clear plan of Kang Moon Seok to improve the Company's business and
corporate governance, and having reviewed the background and experience of the
proposed nominees, we do not find that electing the dissident directors is in
the best interests of the Company and shareholders at this time."
ISS Governance Services, part of the Risk Metrics Group, stated in its
report that shareholders should vote against the election of Yong Seok Jee,
Sun Keun Park, Eun-Sub Jung and Jeong Sam Park because, among other reasons,
they "have either conflicts of interest with the dissident shareholders or
serious business misconducts committed during their previous employments,
(consequently) ISS cannot warrant its support for these four nominees." ISS
recommended shareholders vote for Joon-Haeng Lee.
ISS also stated with respect to the company's recent issuance of
exchangeable bonds (EBs), which has been criticized by the dissidents: "we
have concluded that - taking into account that Dong-A does not hold any right
to give instructions on how to exercise the voting rights along with the fact
that the EB holders are all foreign institutional investors and have no
relationship with the company - Dong-A has not issued the EBs to restore the
voting rights of the treasury shares and revert them to the company."
Glass Lewis stated that it "cannot confirm the allegations" made by Mr.
Kang and Korea Alcohol regarding the exchangeable bonds.
Won Bae Kim, Representative Director & CEO of Dong-A stated: "We are
deeply gratified by the voting recommendations of these universally respected
advisory services. Their support validates the hard work by all our employees
in fulfilling the Strategic Plan to build shareholder value by turning turn
Dong-A into a world class, R&D driven pharmaceutical company. We still have
many challenges to meet in reaching that goal, but we are well along the path
to success, so long as Mr. Kang and Korea Alcohol stop their efforts to seize
control of the Board to serve their own interests."
Glass Lewis and ISS issue voting recommendations to approximately 2,000
investment managers, advisory and private wealth managers, mutual fund
complexes, hedge funds and pension funds investors located around the world.
Additional information regarding the October 31, 2007 EGM can be found at
For further information:
For further information: Dong-A Pharm. Co., Ltd. / Theodore Kim,