Kim & Chang served as lead counsel to EQT Partners in its landmark acquisition of 100% of the controlling interest in DOUZONE BIZON, a KOSPI-listed provider of ERP and business software solutions. As the largest-ever tender offer conducted by a private equity firm for a delisting in Korean corporate history, this transaction required highly strategic management of various market participants as well as an exceptionally complex, rapidly evolving regulatory landscape. Our firm successfully advised on these intricacies on behalf of EQT Partners.

Notably, this transaction triggered a foreign investment national security review by the Ministry of Trade, Industry, and Resources (“MOTIR”), which entails a highly rigorous and involved clearance process with only a handful of legal precedents. Fully utilizing our expertise in Korea’s tightening regulatory landscape, we advised and executed the overall approval strategy, from inception to completion, by maintaining close coordination with the MOTIR and other relevant government agencies to secure successful clearance. Under South Korea’s increasingly strict national security review framework, our ability to seamlessly manage multi-stakeholder alignments in this mega-scale transaction further confirms our position as a market leader in regulatory and national security clearance.

To achieve voluntary delisting, we advised on a tailored deal structure to acquire controlling shares from the largest shareholder under the share purchase agreement (“SPA”), followed by the acquisition of all remaining shares through two rounds of tender offers and a subsequent comprehensive share swap. Notably, this transaction serves as an early and significant precedent under Korea’s evolving regulatory environment and the recent amendments to the Korean Commercial Code (“KCC”) which have placed a heightened emphasis on minority shareholder protection, as well as the Ministry of Justice (“MOJ”) Guidelines with respect to the amended KCC. Aligning with the MOJ Guidelines, our firm strategically advised on the establishment and operation of DOUZONE BIZON’s special committee, enabling it to conduct an independent review of the tender offers and the comprehensive share swap. Additionally, despite the current absence of a mandatory tender offer regime in Korea, we conducted a multifaceted review to align the transaction structure with new regulatory developments. This included advising EQT Partners through its decision to launch a tender offer for all remaining shares without limit and, significantly, to set the tender price at the same level as the acquisition price for controlling shareholders. To further mitigate legal and regulatory risks, and to ensure transparency throughout the overall process, we tightly coordinated with EQT Partners in preparing comprehensive public disclosures that were more robust than previous market practices. Throughout this highly structured process, we continuously monitored and ensured strict compliance with the relevant regulations of the Financial Investment Services and Capital Markets Act (“FSCMA”) and the KCC, closely advising on all necessary documentation and procedural requirements while simultaneously interpreting and applying new regulatory developments.

From highly tailored deal structuring and negotiation to navigating market tendencies and new regulatory developments, our firm has expertly leveraged the full breadth and depth of its expertise to serve as a trusted legal advisor to EQT Partners throughout each stage of this precedent-setting transaction.