Operating Loss of 9.5 Billion Won Ice Cream Business Acquired for 36 Billion Won...Aour Home-Benson Deal Through Disclosure

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 the ice cream brand 'Benson,' which Aour Home completed incorporating on the 6th of this month. Added to this is the assumption of 18 billion won in loan debt. Former Aour Home Vice Chairman Koo Ji-eun, the second-largest shareholder, publicly criticized this deal as "improper support" on Facebook on the 11th, marking the second round of disputes at Aour Home six months after Hanwha's acquisition, centered on this transaction.

The Structure of the Deal Through Disclosure

Aour Home announced on the 22nd of last month that it would acquire the Benson business operations from Verus Creamery, a 100% subsidiary of Hanwha Galleria, for 36 billion won. The condition involves purchasing a business with an 8-fold revenue multiple and an operating loss of 9.5 billion won while assuming 18 billion won in loan debt. The disclosure does not reveal the name of the external valuation firm responsible for pricing or the valuation formula. Viewing the transaction from both sides, it looks like this: Hanwha Galleria, the seller, secures 36 billion won in cash while winding down its deficit subsidiary business. Aour Home, the buyer, uses funds from a company with approximately 41% non-Hanwha shareholders to acquire a loss-making subsidiary business.

Between 'Synergy' and 'Cost Transfer'

Hanwha's rationale is logistics synergy. The plan is to layer Benson onto Aour Home's cold chain logistics network to expand the number of stores to 100 by 2027. Former Vice Chairman Koo's rebuttal targets the opposite point. He wrote that "Aour Home, which already lacks capacity with just large-scale corporate cafeteria and food service logistics alone," layering small-scale ice cream frozen logistics would reduce the efficiency of existing logistics, and stated that "if the costs of the acquired loss-making business are merely reduced, that is not synergy but cost transfer. It is improper support." He also warned that "42% shareholders will closely monitor how logistics costs and additional expenses are allocated to which business division." There is no third-party analysis yet to determine the reality of the synergy. Ultimately, the judging standard for this dispute comes down to one thing: which business division's ledger Benson's logistics costs will be recorded on going forward.

Who Benefits, and the Rebuttal

The direction of money is also a point to examine. Hanwha Galleria, whose finances are improved by 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. Aour Home responded in a phone call with our publication, stating that "President Kim resigned from Aour Home in early this year and is currently not an Aour Home employee," and that "this acquisition is not an individual's decision but a business transfer determined by the judgment of the executives and boards of directors of each company." However, the structure itself remains unchanged whereby President Kim is a major shareholder of a company whose finances are improved by this transaction. From a legal standpoint, the provision on improper support under the Fair Trade Act remains an issue in question, and there is room for dispute regarding the requirements for provisions against embezzlement for personal gain by controlling families.

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

Valuation typically reflects future growth potential, so 36 billion won cannot be definitively termed 'overpriced.' The issue is verifiability. The valuation firm's name and formula are undisclosed, and Aour Home and Hanwha maintain the position that this was a "strategic decision" and that the price was reviewed by an external agency, responding to former Vice Chairman Koo's post as "one-sided claims by an individual." If this was a fair transaction, disclosing the formula would be the quickest rebuttal. The question has shifted from transaction price to transaction structure.

Aour Home, which ended up in Hanwha's embrace last year after a dispute between siblings. The success or failure of this transaction will be determined first not by 100 stores in 2027, but by which ledger Benson's logistics costs are first allocated to. The supervision by the 42% shareholders has already begun.