SK’s Sale of SK Specialty

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.