[theqoo] HYBE’S SIDE “MIN HEEJIN’S LIES WILL BE EXPOSED ONE BY ONE… I HOPE THE RESULTS COME OUT CLEARLY IN COURT

Below is Hybe’s full statement 

Hello, this is Hybe.

We would like to express our position regarding the statement distributed by CEO Min Heejin today.

– As Representative Min Hee-jin disclosed today, conversations like those with industry insiders would not have been possible if it were merely a matter of taking over management. Representative Min stated during a press conference on April 25th, “Bring before me whoever I supposedly conspired with.” This deceived the entire nation as if she had never met with investors, but one by one, lies are being exposed by evidence and facts. We hope that everything will be clearly revealed in investigations and court proceedings.

– We also strongly urge CEO Min not to use the expression ‘ADOR’s side’ when announcing her position to the outside world. This theft of management rights is an incident caused by ‘Min Heejin’, in which some executives participated in an incident that had nothing to do with the company called ADOR, but stemmed from CEO Min’s personal greed.

“The following is the official statement from ADOR:

We urge HYBE to cease their groundless allegations and fictional storytelling regarding individuals around CEO Min Hee-jin.”

1. HYBEs claim that “Analyst A arranged a meeting between ADOR’s management and foreign investors” is clarified. The analyst, aware that any capital increase or sale could not proceed without the consent of the major shareholder, did not provide any opinions regarding management takeover related matters such as capital increases or sales.

The meeting in question, reported in the article, was one of several meetings organized by Analyst A aimed at attracting investment in domestic K-culture. It included visits to Seoul’s famous restaurants and experiences related to various Hallyu (Korean Wave) companies and industries, not just K-pop.

ADOR’s Vice President joined HYBE’s meeting for lunch, and packaging it as a separate investment meeting for ADOR’s sale is a blatant falsehood.

 Conversations during the meal were based on ADOR’s publicly available 2023 performance data and did not include discussions about capital increases or sales.

As HYBE holds 80% of the shares, it was common knowledge that there were no separate investment avenues for ADOR, making such discussions irrelevant. While there was discussion about assessing ADOR’s value for market trends, it was not a serious evaluation or negotiation, as indicated by the subsequent conversation in undisclosed Kakao messages: “It’s difficult to see ADOR’s value doubling or tripling with the growth of NewJeans and the launch of future boy bands, but the problem is there is no way to invest.” When viewed in context, the dialogue proves that HYBE’s claim of attempting a management takeover is unfounded, as everyone knew it was not possible.

Furthermore, the conversation took place on April 17, just five days before HYBE’s audit, and it demonstrates excitement about NewJean’s growth and future boy band projects. Therefore, claims of contract termination threats or evidence of management takeover are nonsensical. It’s evident that HYBE, despite understanding the context from the entire conversation, is engaging in manipulative tactics, revealing its ulterior motives.

[Text sent from ADOR VP to Min Hee Jin after the meeting

I shared insights about the current situation regarding ADOR’s performance, Hee Jin’s style, NewJeans plans, and the true face of HYBE. I didn’t delve into too much detail about the current situation. He discussed ADOR’s value, suggesting that with a value of USD 1 billion (approximately 1.4 trillion KRW) at present, many investors would be eager to invest. He also mentioned that the growth of NewJeans and the potential value increase with the emergence of a boy band could lead to a 2-3 times increase in value, but the problem lies in not having a way to invest.]

Surprisingly, Analyst A has revealed that following the lunch, they had a meeting in the afternoon with HYBE’s IR K Team Leader and Director Park Ji-won, during which they disclosed that ADOR’s Vice President had joined them for lunch. This demonstrates how even private dining occasions, which have no procedural or substantive issues, can be maliciously misrepresented after the fact as something sinister simply by attaching terms like “management takeover” or “audit.” Such absurd occurrences are happening daily. Analyst A is also an innocent individual. HYBE is urged to cease unnecessary harassment and unfounded allegations.

2. Min Hee-jin, the CEO, received advice from Director Park Ji-won to consult Analyst A regarding the review of the shareholder agreement.

On December 9, 2023, during a KakaoTalk conversation between CEO Min Hee-jin and Director Park Ji-won, while discussing the details of the shareholder agreement,

23.12.09 Sat

Jiwon: If you can’t trust that, then work with that person instead.

Jiwon: I won’t stop you.

Jiwon: You decide for yourself.

Director Park Ji-won stated, “If you can’t trust that, then just do business with that PE guy” and “I won’t stop you” and “Decide for yourself,” urging Min Hee-jin to seek a fair valuation from an external consulting firm if she did not trust him. Min Hee-jin, having observed Director Park Ji-won changing his statements multiple times, became distrustful of him and, due to the conflicting interests between HYBE and the labels, as well as the lack of legal and financial expertise within ADOR, sought assistance from her long-time acquaintance, A, to review the contract.

The conversation between Min Hee-jin and A was based on publicly available information and only involved general negotiation advice, such as determining the appropriate multiple based on ADOR’s growth trajectory and market evaluation. It did not involve any leakage of confidential or significant trade secrets. Furthermore, the conversation took place before the audit by HYBE, making it clear that there was no attempt to seize control of the company.

Additionally, it’s worth noting that after the luncheon, Analyst A attended a meeting with HYBE’S IR K- team leader and Director Park Ji-won in the afternoon, where they discussed the same topics. This further emphasizes that the luncheon was a private gathering with no ulterior motives.

Therefore, the attempt by HYBE to portray this luncheon as an attempt to seize control of the company or interfere with the audit process is baseless and misleading. In fact, it appears to be an attempt to discredit Min Hee-jin and A unfairly.

In fact, if we look at the article released by HYBE, Analyst A advised aiming for a multiple level around 20x in the final negotiations. However, now claiming issues with this advice, initially suggetsed by Director Park Ji-won, raises questions. Is it really a matter that could be problematic depending on the director’s mood? Director Park emphasized that he was not the type to betray trust and urged Min Hee-jin to trust him and sign the contract, given the tight deadline for contract signing and their mutual grievances against HYBE at the time, Min Hee-jin felt that a relationship of trust had been formed with Director Park, who she believed was providing assistance regarding compensation and contract details.

However, about a year later, upon discovering fatal contradictions in the contract and issues leading to a lifetime non-compete clause, Min Hee-jin was shocked and immediately raised concerns. Director Park responded with excuses and consistently claimed not to have seen the contract. Furthermore, discrepancies in the explanation of the call option compared to what was stated in the contract shattered the trust in their relationship, leading to feelings of betrayal. In such a situation, who wouldn’t take the contract seriously and reevaluate it?

23.12.12 Tue

Min Hee-jin: And who lead me to this and who acted fake? (7:38 PM)

Jiwon: If I were joking, I would have put in a call option. (7:38 PM)

Min Hee-jin: You mixed loyalty and affection so subtly

Min Hee-jin: Discovered a year later (7:39 PM)

Jiwon: What are you talking about?

Jiwon: Ugh (7:39 PM)

Min Hee-jin: What you’re saying now is what you’re doing

Min Hee-jin: Ugh is what I’m going to say.

Min Hee-jin: Call a third-party law firm and negotiate fairly (7:39 PM)

Min Hee-jin: I don’t like excessive value

Min Hee-jin: I just want to proceed fairly

Min Hee-jin: I’m feeling doubtful now (7:40 PM)

23.12.12 Tue

Heejin: If that’s true, why didn’t you include it from the start? When section 4 is governing all the transfer of ownership and everything.

Jiwon: I saw the contract for the first time this morning, I don’t look at all the contracts.

Heejin: OO must have had that intention.

Heejin: Then

Heejin: You didn’t even look at the contract and told me to trust you?

Heejin: Ridiculous.

Jiwon: It’s not a major condition.

23.12.12 Tue

Heejin: So

Heejin: Don’t tell me to trust you.

Heejin: Get it reviewed by a legal counsel.

Jiwon: OO also wrote it together.

Heejin: Should have done that.

Heejin: Trust me.

Jiwon: I sorted out all the major conditions.

Heejin: 13 times is better.

Heejin: Ebida this is not and Ebida whatever (Ebida is a financial term for Earnings before interest, taxes, depreciation and amortization)

Heejin: Making big noises

Heejin: So, I found everything out.

3. “HYBE, please just honestly say if you dislike Min Hee-jin.”

The current situation clearly indicates that HYBE’s first goal is to dismiss CEO Min Hee-jin while also tarnishing her reputation and socially condemning her. Initially attacking CEO Min Hee-jin, now they are deliberately making issues out of trivial matters to instill fear and hint at impending suffering for those associated with her.

Recently, despite several reasons for HYBE’s stock price decline, its management has not acknowledged any responsibility, instead framing it as being due to ADOR. ADOR has only contributed positively to HYBE’s management performance results. When has ADOR ever caused any losses?

What exactly did CEO Min Hee-jin do as CEO of ADOR to warrant accusations of betrayal? Did she achieve record-breaking performance in just two years by engaging in such behavior?

If expressing dissatisfaction with HYBE is the issue, then it’s not just CEO Min Hee-jin who harbored dissatisfaction. Does everyone who expresse dissatisfaction become a problem? If there are issues within the company, isn’t it natural to express dissatisfaction and seek improvement? CEO Park Ji-won also voiced dissatisfaction with HYBE to CEO Min Hee-jin and external parties. Is it okay for CEO Park to express dissatisfaction, but when CEO Min Hee-jin does it, it’s considered treasonous?

HYBE’s claim that “CEO Min spread allegations against HYBE similar using A’s advice, leading to a drop in HYBE’s stock price” is an absurd allegation that anyone can see through. Continuously trying to shift the blame elsewhere for the stock price drop, especially after initiating a surprise audit and publicizing it extensively in the media, raises questions about their intentions.

VP L has been with ADOR for just over three months. Describing VP L as “Min Hee-jin’s right-hand man” is baseless, emotionally driven, and unnecessary, revealing HYBE’s intention to manipulate perceptions.

Deep-rooted conflicts don’t arise overnight, so it’s natural that they involve layers of complexities. Ignoring this context and cherry-picking information to suit their narrative is not only shameless but also amounts to spreading misinformation.

ADOR want to report HYBE to the audit committee as well. The reason for my internal report was because there are many areas in HYBE that need improvement. I am aware that HYBE is sensitive to that point. Consequently, I do not feel the need to respond to HYBE’s imaginative claims, which are unfounded from the outset and deviate from the essence, as they engage in successive unnecessary issues for public opinion warfare.

However, as I am in a position where I have to refute, I inevitably have to issue a statement, which is exhausting. Moreover, as HYBE’s side overwhelms the amount distributed in the media, I feel deprived, experiencing both physical and mental interference with my work at ADOR.

The evidence that HyBE possesses is only KakaoTalk conversations that were obtained in a sudden and intimidating manner, and now consent to their use has been withdrawn. Even considering the context, it’s clear that the content is easily refutable, so I don’t understand why they insist on blatant lies through editing.

The lawsuit was filed because HYBE violated the shareholder agreement and called for an interim shareholders’ meeting to vote on Min Hee-jin’s dismissal. Failing to find evidence for Min’s dismissal, HYBE is engaging in dust-raising propaganda to defend against the lawsuit. Their pre-litigation maneuvering and exhaustive public opinion warfare only seem intended to tarnish Min Hee-jin’s reputation.