Is ADOR Now An Empty Shell Exactly Like Mama Roach

source: https://m.news.nate.com/view/20241122n27965

Former ADOR CEO Min Hee-jin’s resignation from both ADOR and HYBE has reignited discussions about her previously alleged "escape strategies," which some now believe are coming to fruition.

Resignation and Termination of Shareholder Agreement

On the afternoon of November 20, Min officially announced her resignation as ADOR's executive director and the termination of her shareholder agreement with HYBE. She explained her decision, stating:
"I attempted to restore ADOR to its state before the so-called ‘Min Hee-jin incident’ emerged in April. However, HYBE has refused to acknowledge their wrongdoings and shows no intention of changing. As a result, I concluded that continuing my efforts would be a waste of time."

Min also emphasized her intention to pursue legal actions against HYBE, stating:
"I plan to hold HYBE legally accountable for breaching the shareholder agreement. Additionally, I will take the necessary legal measures, step by step, to address the numerous unlawful acts committed by HYBE and its associates."

Anticipation of the Breakup

Min’s split from HYBE was widely anticipated earlier this month when news broke that she had exercised a put option (a right to sell shares) for her ownership stake in ADOR. This move further fueled rumors of her departure.

Adding to the speculation, members of the group NewJeans sent a certified letter to ADOR, seemingly considering terminating their exclusive contracts. This development lent credence to the idea that Min’s resignation was imminent.

Allegations of a Management Takeover Plan

As the situation continues to unfold, some analysts believe Min’s recent actions align with a plan to "seize management rights," a strategy reportedly revealed during the "Min Hee-jin incident" in April.

In April, HYBE initiated an internal audit after receiving an external tip-off alleging that Min and her associates were planning to take control of ADOR. The audit reportedly uncovered evidence showing that Min and her team had devised a strategy to seize ADOR’s management rights while creating negative issues targeting HYBE. This evidence was included in audit materials and submitted to the courts.

Evidence and Public Hearings

Some of the audit findings were later made public through media outlets and during court proceedings. This included two public hearings initiated by Min against HYBE:

• A May injunction seeking to prohibit HYBE’s exercise of voting rights.

• An October injunction aiming to re-elect the ADOR CEO.

KakaoTalk messages between Min and ADOR’s former Vice President Lee were also disclosed. These conversations detailed plans for Min and her associates to exit HYBE and outlined specific steps to undermine the company. The leaked messages confirmed not only the planning but also the partial execution of these strategies.

ADOR IS AN EMPTY SHELL

On April 25, HYBE released the results of the interim audit of former CEO Min and captured KakaoTalk conversations, which included conversations between former CEO Min and former Vice CEO Lee.

VP LEE: exercise the put option to exit, terminate the exclusive contract with New Jeans, file a rights infringement lawsuit to reduce Adore to an empty shell, and acquire ADOR stocks with outside investors to secure sole management rights

MAMA ROACH: Awesome

MAMA ROACH TRYING TO EXERCISE PUT OPTION

Former ADOR CEO Min Hee-jin filed a payment claim for the put option against HYBE earlier this month. According to the shareholder agreement between Min and HYBE, she is expected to receive approximately 26 billion won (around $19.5 million).

Under the terms of the shareholder agreement, Min can exercise the put option for 13.5%, representing 75% of her 18% ownership stake in ADOR. The amount is calculated based on ADOR’s financial performance in 2022, when the company posted a deficit of 4 billion won (around $3 million), and 2023, when it achieved an operating profit of 33.5 billion won (around $25 million).

Initially, the plan proposed by former ADOR Vice CEO Lee was to exercise the put option on January 2, 2025. However, this timeline was expedited. Conversations revealed that Lee estimated ADOR’s operating profit for 2024 to be approximately 50 billion won (around $37.5 million) and anticipated the put option payout to reach 100 billion won (around $75 million) before taxes.

Despite these calculations, it remains uncertain whether Min will actually receive this amount. HYBE has claimed that the shareholder agreement with Min has already been terminated. A legal battle is expected to ensue over the validity of the put option exercise. Notably, Min filed a complaint for payment of the put option with the Seoul Central District Court just before she submitted her resignation.

VP LEE: Continuing to think about how to screw them over."

MAMA ROACH: separately write down the contents that the Fair Trade Commission, the National Tax Service, and the Ministry of Labor are watching

VP LEE: I want to see you take over Bang Si Hyuk. We have to do something before BTS returns. In the next year. So we can make it hard for them and gain our freedom. This is my plan at ADOR

MAMA ROACH: That would be great.

The content of the message was revealed on October 11 during the hearing for the injunction suit filed by former ADOR CEO Min Hee-jin against HYBE regarding the exercise of voting rights. At the time, HYBE asserted that “Former CEO Min’s team received a response from the law firm during the meeting indicating that it was difficult to substantiate the allegations of plagiarism regarding ILLIT’s New Jeans. However, Min herself admitted that she was raising the issue primarily to influence public opinion.”

Min’s team denied these claims, stating, “The statement in question was not related to plagiarism,” and clarifying, “The Fair Trade Commission matter was about delaying the album release.” They further expressed their dissatisfaction with the situation, arguing that the disclosure of the conversation was “illegal.”

Chairman Lee: How was today’s meeting?”

Mama Roach: “I guess we can meet later. If there is any progress, the general consensus is to bring (New jeans) out. Let’s take a closer look at the contract.”

This appears to be an attempt to devise a strategy to separate NewJeans from ADOR, their sole artist, and effectively reduce ADOR to an “empty shell.”

A meeting with the CEOs of Naver and Dunamu on March 6, as previously reported by multiple media outlets, raises reasonable suspicions that former ADOR CEO Min Hee-jin may have secured another financial investor. Among the disclosed conversations between former Vice President Lee and Min, there were explicit instructions to manipulate public opinion. One example cited the potential risk to HYBE stemming from complaints filed by NewJeans’ parents with the Fair Trade Commission.

In the process, Min’s "true intentions" were revealed, contrasting sharply with her publicly stated position since the controversy began. She remarked:
"HYBE must have known from the beginning that the contents of the internal report were true and represented a legitimate issue. However, for those who care only about their own interests and glory, addressing the essence of 'solving the problem' would have been the last thing they wanted to tackle."

This statement captivated global K-pop fans, including NewJeans’ fandom, Bernies, but contradicted Min’s behind-the-scenes behavior, which revealed a "reckless mindset."

On April 20, Min responded to former Vice President Lee’s caution, “I think we should be careful with the Fair Trade Commission filing,” with a more aggressive stance.

Since the controversy began, Min has consistently denied allegations of transfer and investment, claiming, “I have never met with any investors.” However, she has not refuted the details of the conversations that were made public, leaving the situation open to speculation.

 translation:

Vice President Lee: "I think the Fair Trade Commission (filing) should be careful."

Mama Roach: "Why? Our goal is to fix Hive. In fact, improving Hive punishment is a waste of time. I said the goal wasn't to improve. We're just reporting it, and the Fair Trade Commission will immediately stab the mothers and make a quick decision. Whether the Fair Trade Commission investigates or not, the issue will spread like wildfire and the world will turn upside down."