On December 19, 2019, Korea Glass Holdings Co., Ltd. (the “Buyer”), a SPC established by a Korean private equity firm Glenwood PE, acquired a 100% stake in Hankuk Glass Industries, Inc. (the “Target Company”)—Korea’s first glass manufacturer famed for its “HanGlas” glass products brand—for approximately KRW 330 billion, from Saint-Gobain Korea Holdings Co., Ltd. (formerly “Hankuk Glass Industries, Inc.,” the “Seller”) (the “Transaction”).

The Seller initially engaged in the business of holding shares of overseas affiliates (the “Shareholding Business”) in addition to its core business of plate and processed glass products (the “Glass Business”).  The Parties agreed to split the business units such that going forward, the Seller engages in the Shareholding Business and the Buyer engages in the Glass Business.  To this end, the Parties proceeded with a deal structure where the Seller spins off its Glass Business to establish the Target Company, and the Buyer purchases the shares of the Target Company.  The Transaction has greater significance in that it was structured in a way that catered to both Parties’ needs and left both sides satisfied at the closure of the deal.  Furthermore, in the process of the Transaction, the Target Company succeeded Hankuk Glass Industries, Inc., which is the former trade name of the Seller, and the Seller changed its trade name to Saint-Gobain Korea Holdings Co., Ltd.  As a result, Hankuk Glass Industries, Inc., which was acquired by the France-based global glass manufacturer Saint-Gobain Group in 1998 amidst the IMF Crisis, made a return to its home country of Korea after 21 years.

The Target Company is expected to continue a cooperative relationship with Saint-Gobain Group even after the closure of the Transaction and benefit from the support and services that the Group previously provided for a considerable time, making the Transaction a benchmark carve-out deal where the buyer successfully obtained continued support and cooperation towards the target company from the seller and its affiliates.

Kim & Chang advised the Buyer in this deal, providing counsel on a wide array of legal issues arising from the Transaction, running the gamut from reviewing the deal structure, drafting and negotiating for the due diligence documents and the share purchase agreement, negotiating for the Buyer in various agreements with Saint-Gobain Group and its affiliates relating to transactions that will continue post-acquisition, to obtaining licenses and permits and performing other duties related to closing the deal.