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Lee & Ko advised on an absorption-type merger transaction in which SK On was the surviving company and SK Enmove was the dissolving company.

The transaction attracted significant market attention because (i) it was carried out as part of a structural reorganization within the SK Group, one of the largest conglomerates in Korea, (ii) the combined net asset value of the merging entities amounted to approximately KRW 18 trillion, making it one of the largest M&A transactions in Korea this year in terms of scale, and (iii) each of the merging entities had financial investor (FI) shareholders, and the merger was linked to those FI shareholders’ exit.

In particular, through this transaction, SK On seeks to generate synergies in areas such as batteries and lubricants for electric vehicles by merging with SK Enmove, a company engaged in the production and sale of base oil and lubricants. The merger has also laid the groundwork for the continued growth of SK On’s battery business. As a result, SK On is regarded as having significantly strengthened its capabilities to lead Korea’s energy and materials industries.

Lee & Ko provided comprehensive legal advice to the merging companies and their largest shareholder, SK Innovation, including scheduling the transaction timeline, drafting the merger agreement, negotiating with FI shareholders and preparing related agreements, filing merger control notifications, and advising on other procedures and legal issues relating to the transaction. By appropriately analyzing the various legal issues involved and proposing effective solutions, the firm is regarded as having successfully advised on the transaction.
 

Lee & Ko successfully advised Air Liquide group, one of the world’s largest industrial gas suppliers, on its acquisition of DIG Airgas. This transaction, valued at approximately KRW 4.6 trillion, represents one of the largest deals announced in Korea in 2025. Far beyond a simple large-scale acquisition, the transaction encompassed a wide range of complex legal and structural issues, including analysis and review of the transaction structure and acquisition financing structures from the initial stages of the transaction, repayment mechanisms for existing shareholder loans and acquisition facilities, assessment of post-merger integration (PMI) matters, analysis and advising on commercial agreements and withholding tax issues on capital gains realized by foreign sellers. Lee & Ko further provided comprehensive legal services throughout the entire process of the transaction, including legal due diligence on DIG Airgas and its Chinese subsidiaries, review and negotiation of the definitive agreements, business combination report filing with the Korea Fair Trade Commission and other required regulatory approvals including recently enacted and precedent-setting filing required by the Korean government, as well deep involvement with the W&I insurance underwriting process. Notably, the deal is highly regarded for having reached a definitive agreement within approximately two weeks following the final bidding process and approximately within a week from the initiation of intensive negotiations, in which Lee & Ko’s proactive role and contributions were instrumental. This deal stands as one of the representative examples of Lee & Ko’s global M&A expertise, successful negotiations with a global infra fund leveraging Lee & Ko’s significant expertise in advising on global GP-led transactions, undisputed leading experience with industrial gas transactions, unwavering client dedication, and proven execution capability in bringing highly complex transactions to completion within an accelerated timeframe.

Lee & Ko provided legal advice on a transaction in which Hanwha Hotels & Resorts Co., Ltd. (the "Acquirer") acquired 58.62% of the shares in OurHome Co., Ltd. (the "Target Company"), a company engaged in corporate catering, from the major shareholders of the Target Company for approximately KRW 870 billion (the "Transaction").

In this case, the structure of the transaction involved acquiring the Target Company through the Acquirer, which was jointly invested in by a financial investor (FI), making it essential to have prompt discussions regarding the FI and the terms of its investment for the successful completion of the transaction. Additionally, the transaction faced high complexity and attracted attention in the market due to various legal issues, such as (i) the participation of only some major shareholders, despite the presence of several key shareholders with different interests in the Target Company, (ii) one of the sellers having entered into a joint disposal agreement regarding its shares with another major shareholder who did not participate in the transaction, and (iii) the existence of a provision in the Target Company's articles of incorporation that grants shareholders pre-emptive rights to purchase shares by other shareholders.

Lee & Ko provided comprehensive legal advice throughout the entire process, from due diligence on the Target Company, reviewing various legal issues, negotiations, and contract execution with the sellers and FI investors. The firm actively communicated and negotiated with investors, major shareholders, and other stakeholders, offering timely legal advice, which contributed to the successful and swift execution and completion of the transaction.
 

Lee & Ko has advised LG Energy Solution, Ltd. (“LGES”) in connection with the acquisition by LG Energy Solution Michigan, Inc., a wholly-owned subsidiary of LGES (“LGESMI”), of Ultium Cells LLC’s (“UC”) third manufacturing plant located in Lansing, Michigan, United States. UC is a wholly-owned subsidiary of Ultium Cells Holdings LLC, in which LGES and General Motors Holdings LLC (“GM”) each holds a fifty percent (50%) stake (the “Transaction”). The Transaction was effectively a bilateral transaction involving LGES on one side (on behalf of LGESMI) and GM on the other side (on behalf of UC).   

LGES stands at the forefront of the global rechargeable battery market, with a growing presence across North America supported by a world-class manufacturing and innovation platform. Through this Transaction, valued at approximately USD 2.1 billion, LGES has substantially enhanced its production capacity and operational efficiency in North America. Amid rapidly increasing demand in the region, the ability to leverage a fully constructed facility enables LGES to minimize new capital expenditures and accelerate time-to-market. In the context of the United States’ increasingly protectionist policy environment, the Transaction is also notable for expediting LGES’s establishment of a robust local production system in the United States, strengthening its local supply capabilities.

Lee & Ko has provided comprehensive and efficient legal advice to LGES on all critical aspects of the Transaction, including the negotiation and execution of the asset transfer agreement, merger filing, and closing. Lee & Ko’s seamless support contributed to the successful execution of the transaction documents and timely closing. Following the execution of the asset transfer agreement, certain supplemental agreements, including a land purchase agreement and land licensing agreement, are under negotiation. Lee & Ko continues to provide LGES with effective legal advice on these supplemental agreements.
 

On February 24, 2025, SK Square Co., Ltd. and SK Telecom Innovation Fund, L.P. executed a Share Purchase Agreement with IonQ, Inc. for the share swap of id Quntique SA shares held by SK Square Co., Ltd. and SK Telecom Innovation Fund, L.P. (74.77%) and newly issued shares of IonQ, Inc.

Despite the highly time-sensitive nature of the transaction, Lee & Ko’s strategic legal advice and swift execution enabled the successful and timely completion of the deal. As the lead counsel, Lee & Ko advised on revision and negotiation of Share Purchase Agreement and other ancillary agreements effectively and timely. Lee & Ko not only ensured seamless compliance with key Korean regulatory requirements, including merger filing and foreign exchange reporting, but also worked closely with Swiss and U.S. counsel to comprehensively analyze and resolve various legal issues under Swiss and U.S. law. This transaction highlights Lee & Ko’s leadership in global M&A transactions, its ability to execute deals efficiently under time constraints, and its strong capability in collaborating with top-tier international law firms to ensure a smooth and successful deal execution.
 

Lee & Ko advised SK Inc. on the KRW 4.2 trillion sale of its 85% stake in SK specialty, and completed the signing of the share purchase agreement and shareholders’ agreement on December 23, 2024. The Transaction was successfully completed on March 31, 2025.

As part of the Transaction, SK specialty was valued at approximately 4.172 trillion KRW, with the shares sold in this transaction alone amounting to around 2.7 trillion KRW. This represents a large-scale deal, one that is rare in terms of its size for a single transaction. Moreover, in recent years, SK Group has successfully divested multiple affiliates to Hahn & Company, which has effectively managed the acquired companies. Similar to previous transactions, this deal is expected to be mutually beneficial, enhancing the interests of both the seller and the buyer.

SK specialty, a company that produces specialty gases used in the manufacturing of semiconductors and display panels, is a global leader in the production of nitrogen trifluoride (NF₃) and tungsten hexafluoride (WF₆), holding the largest market share worldwide in these fields.

Meanwhile, in line with the SK Group’s CIC (Company in Company) culture, the SK Group has historically managed its materials business by creating synergies across multiple affiliated companies, including SK Inc. As a result, SK specialty, while being an independent company, has relied on services provided by its affiliates for certain business functions. With the termination of its affiliation with SK Group due to this transaction, SK specialty faced challenges in immediately operating as a fully independent company. To address this, the Transaction required the internalization of services previously provided by affiliates of SK Group, including the transfer of relevant tangible and intangible assets, contracts, and personnel from affiliates to SK specialty (or vice versa). Therefore, in addition to the share transfer, a business transfer involving such assets was carried out throughout the deal, creating a unique transaction structure. It is rare for a transaction to combine both a share transfer and a business transfer, and as such, the Transaction encountered a number of issues typically associated with both types of transactions during the negotiation and the contract signing, making it a highly complex deal.

Furthermore, since SK will remain a shareholder with approximately 15% of SK specialty after the Transaction, it was crucial to establish a framework for ongoing cooperation and mutual benefit between the parties, which required careful coordination of the parties' interests and a detailed legal review of related issues.

Through the Transaction, Hahn & Company has significantly expanded its investment portfolio, and SK has secured substantial funding, which will serve as an investment resource for the group’s future growth engines such as artificial intelligence and energy solutions. Acting on behalf of SK Inc., Lee & Ko provided comprehensive legal support throughout the entire Transaction, including sell-side legal due diligence, as well as drafting, negotiating, and executing the share purchase agreement and the shareholders' agreement.

Lee & Ko provided legal advice to the Korean Federation of Community Credit Cooperatives (KFCC) in a transaction where KFCC acquired a 98.37% stake in M Capital, a specialized credit financial company engaged in lease financing (facility rental), installment financing, and new technology financing. The transaction was successfully completed on February 28, 2025.

This transaction is notable not only for its deal value amounting to approximately KRW 467 billion, but also because it involves the acquisition of a controlling stake in a company where KFCC had been indirectly investing as a Limited Partner, attracting significant market attention. Through this deal, KFCC is to diversify its business into specialized credit finance, while taking its first step toward becoming a comprehensive financial company.

In this transaction, Lee & Ko provided legal advice throughout the entire process, including legal due diligence, negotiations with the PEF GP/LP shareholders of the seller, various negotiations and the execution of the contract, corporate merger filing, and the closing of the transaction. Lee & Ko effectively analyzed the relevant legal issues and proposed efficient solutions, earning recognition for successfully advising on the transaction.
 

The merger transaction (the “Transaction”) between Sapion Korea, Inc. and Rebellions Inc. (the “Merger Agreement”), with Sapion Korea, Inc. as the surviving entity and Rebellions Inc. as the dissolving entity, was executed on August 20, 2024, and was consummated on December 1, 2024, designated as the effective date of the merger.

Sapion Korea, Inc. and Rebellions Inc. are leading players in the domestic AI semiconductor market. This merger was undertaken to establish a representative AI company in Korea and   enhance competitiveness in the global AI semiconductor industry. Notably, the Transaction was structured as a merger between unaffiliated companies—a relatively uncommon occurrence—requiring careful pre-transaction alignment of the parties’ interests, as the two entities would be integrated into a single organization following the closing of the Transaction.

Acting on behalf of Sapion Korea, Lee & Ko provided comprehensive legal support throughout the Transaction, including the design of the transaction structure, timeline management, and compliance with disclosure requirements. In particular, Lee& Ko provided effective and systematic legal advice on various matters arising during the Transaction, including drafting the merger agreement, negotiating with stakeholders, and preparing the shareholders’ agreement. Through these efforts, Lee & Ko contributed to the efficient and successful completion of the Transaction within a short timeframe.

The largest shareholder of JEIO Co., Ltd. (the “Target”), and ISU Petasys Co., Ltd. (the “Purchaser” or the “Acquirer”), entered into (i) a stock purchase agreement under which the Seller will sell to the Purchaser approximately 14.60% of the issued shares of the Target held by the Seller. Additionally, the Target and the Acquirer entered into (ii) a share subscription agreement pursuant to which the Target will issue to the Acquirer new shares representing approximately 13.86% of its issued shares, and (iii) a convertible bond subscription agreement under which the Target will issue to the Acquirer KRW 42 billion worth of ‘Series 2 Bearer Interest Unsecured Private Placement Convertible Bonds’, which can be converted into shares representing approximately 5.48% equity interest in the future. (The aforementioned percentages are calculated on the assumption that the new shares are issued and the convertible bonds are converted into shares.)

This transaction involves a structure whereby a listed company becomes the largest shareholder of another listed company. Simultaneous negotiations were conducted on multiple fronts, including the sale of existing shares, the issuance of new shares, and the issuance of convertible bonds. Due to the nature of a transaction between listed companies, intensive negotiations within a short period were required to maintain strict confidentiality, rendering the deal highly complex and challenging. Furthermore, this transaction was a landmark case where the largest shareholder was granted an exemption under the Korea Exchange (the “KRX”) rules to pursue an M&A transaction during the post-listing protection period, which is unprecedented in the past decade, and therefore, strategic planning and consultation with the KRX was critical.

Lee & Ko provided comprehensive and dedicated legal counsel throughout the entirety of this approximately KRW 300 billion transaction, including advising on the review of the transaction structure, drafting various agreements, negotiations, and facilitating their execution, thereby ensuring the successful execution of the series of agreements related to this transaction. Through such professional and effective counsel, the legal issues arising from the complex transaction structure and the unique characteristics of listed companies were successfully resolved, enabling the transaction agreements to be smoothly executed.