Kim & Chang  represented Macquarie Korea Asset Management, Alberta Investment Management Corporation, GIC Private Limited and Manulife Financial Corporation (the “Sellers”) in their sale of a 100% stake in DIG Airgas (the “Target Company”) to Air Liquide Industries Korea (the “Buyer”) for approximately KRW 4.7 trillion (the “Transaction”). Our firm (i) conducted due diligence on the Target Company on behalf of the Sellers, (ii) provided advice on the transaction structure throughout the auction process, (iii) negotiated and executed a share purchase agreement (the “SPA”) with the Buyer, and (iv) reviewed the reporting requirements under the Foreign Exchange Transactions Act and the Monopoly Regulation and Fair Trade Act, in addition to providing extensive advice on a wide range of complex laws, regulations and procedures.

In the course of consummating the Transaction, our firm responded promptly to the requests from various interested parties, including foreign exchange authorities, financial institutions and the Ministry of Trade, Industry and Energy (currently, the Ministry of Trade, Industry and Resources), working closely with them. Through these efforts, we led the successful closing of the Transaction.

Given the Target Company’s complex, multi-layered ownership involving multiple Sellers, we addressed various financial, accounting and legal complexities. Despite a remarkably short one-week timeframe for negotiations, as lead counsel, we successfully managed the process and the execution of the SPA. To prevent adverse tax issues across different jurisdictions, our firm identified and implemented necessary remedial measures effective upon closing. Furthermore, regarding government approvals for the Target Company’s technology, we proposed multi-faceted solutions in collaboration with all parties, ensuring the successful closing of the Transaction.