Ice Cream Brand Benson Acquired for 36 Billion Won Despite 9.5 Billion Won Operating Loss...Hanhwa-Ourhome Deal Under Scrutiny

Let's start with three numbers. Last year's revenue of 4.3 billion won, operating loss of 9.5 billion won, and acquisition price of 36 billion won. These are the figures for ice cream brand Benson, which Ourhome completed incorporating this month on the 6th. Adding to this is the assumption of 18 billion won in loan debt. With Koo Ji-eun, former vice chairman of Ourhome and second-largest shareholder, publicly criticizing the deal as "unfair support" on Facebook on the 11th, the second round of disputes at Ourhome, six months after Hanhwa's acquisition, unfolded over this transaction.

The Structure of the Deal Seen Through Disclosures

Ourhome announced on the 22nd of last month that it would acquire Benson's business from Veruscoop Creamery, a 100% subsidiary of Hanhwa Galleria, for 36 billion won. It is taking over a business with an operating loss of 9.5 billion won at a price exceeding eight times last year's revenue, while assuming loan debt of 18 billion won. The disclosure includes neither the name of the external evaluation agency responsible for pricing nor the evaluation formula. Looking at the transaction from both sides, here's how it breaks down. Hanhwa Galleria, the seller, secures 36 billion won in cash while reorganizing its unprofitable subsidiary business. Ourhome, the buyer, is acquiring the loss-making business of a sister company using funds from a company in which non-Hanhwa shareholders hold approximately 41%.

Between 'Synergy' and 'Cost Transfer'

Hanhwa's justification is logistics synergy. The plan is to add Benson to Ourhome's cold chain logistics network and expand to 100 stores by 2027. Former Vice Chairman Koo's rebuttal strikes the opposite point. He argued that adding small-scale ice cream frozen logistics to Ourhome, which "already lacks sufficient capacity with its large-scale food service and foodstuff logistics alone," would reduce the efficiency of existing logistics. He wrote, "If we only reduce the costs of the acquired loss-making business, that is not synergy but cost transfer. It is unfair support." He also forewarned, "The 42% shareholders will closely monitor how logistics costs and additional expenses are allocated to which business divisions." There is yet no third-party analysis to determine the reality of the synergy. Ultimately, the criterion for judgment in this dispute is one: which business division's ledger will the Benson logistics costs be recorded in going forward.

Who Benefits, Who Bears Responsibility

The direction of money is also worth examining. Hanhwa Galleria, whose finances improve through this transaction, is a company where President Kim Dong-seon holds 16.85% of shares, and Benson is known to be a business led by President Kim. However, President Kim is neither a shareholder nor a registered director of Ourhome. He is involved in management under the title of unpaid "Future Vision General Manager." The structure of being involved in decisions while not taking a seat of legal responsibility is the focal point of attacks from the minority shareholder side. In legal terms, the issue of unfair support under the Fair Trade Act (Article 45) remains viable, while the provision on self-dealing by the founding family (Article 47) leaves room for dispute regarding direct shareholding requirements and other matters.

If It Was Fair Value, Why Can't the Formula Be Disclosed?

Valuation typically reflects future growth potential, so 36 billion won cannot be determined as "overpriced" outright. The issue is verifiability. The evaluation agency name and formula are undisclosed, and Ourhome has not answered media inquiries about the reason for assuming 18 billion won in debt. Ourhome and Hanhwa maintain the position that it was a "strategic decision" and underwent price review by an external institution, and they countered former Vice Chairman Koo's post as "a one-sided personal claim." If it was a fair transaction, the most straightforward rebuttal would be to disclose the formula. As silence lengthens, questions shift from transaction price to transaction structure.

Ourhome, which was taken into Hanhwa's fold after a sibling dispute last year. The success or failure of this transaction will not be determined by 100 stores by 2027, but rather by which ledger the first allocation of Benson logistics costs is recorded in. The 42% surveillance has already begun.