Kim & Chang represented Macqurie in its acquisition of existing shares of Daesung Industrial Gases Co., Ltd. for approximately KRW 2.8 trillion.
We conducted legal due diligence on Daesung Industrial Gases Co., Ltd. and provided comprehensive legal advice on the following matters:
- negotiated the share purchase agreement (“SPA”) entered into by and between Divine Korea Holdings Co., Ltd. and the sellers;
- assisted in purchasing the warranty and indemnity (W&I) insurance policy to cover reps and warranties under the SPA;
- and prepared documentation and conducted legal review regarding the assignment of the SPA from Divine Korea Holdings Co., Ltd. to Divine Industrial Gas Co., Ltd.
We coordinated the above matters while providing legal advice on the following areas under an aggressive timeline:
- advised on equity investment and extension of shareholders’ loans in connection with join investment by Macquarie, GIC and AIMCO in Divine Korea Holdings Co., Ltd. with necessary funding to conduct the closing under the SPA;
- managed investors’ relationships under a shareholders agreement such as the composition of the Board of Directors of Divine Korea Holdings Co., Ltd.;
- facilitated coordination of interests not only between Macquarie and AIMCO but also between other co-investors;
- and reviewed and advised on potential issues arising from FX regulations, Korea Fair Trade Commission filing and the shareholders agreement concluded by the co-investors.
Given that such shareholders agreement was to be governed by English Law while Divine Korea Holdings Co., Ltd. is a Korean corporation, we reflected the relevant terms and conditions of such shareholders agreement in the articles of incorporation of Divine Korea Holdings Co., Ltd. to the extent permissible by Korean law and advised to amend the shareholders agreement to reflect the parties’ intentions in accordance with Korean law.