Acquisition financing in respect of acquisition of a controlling stake in Jeisys Medical Inc.

Lee & Ko have successfully advised NH Investment & Securities Co., Ltd. and the syndicate of lenders in respect of a KRW 500,000,000,000 bridge financing and a KRW 325,000,000,000 acquisition financing in connection with the acquisition of a controlling stake in the share capital of Jeisys Medical Inc. (“Target”) by Archimed (a private equity firm based in France) acting through its special purpose vehicle Syracuse SubCo.

The acquisition of the Target involved a sale and purchase transaction in respect of existing shares in the Target with the largest shareholder as well as a tender offer for shares in the Target. In particular, a complex transaction structure was contemplated whereby an overseas private equity firm is to establish a number of special purpose vehicles at different layers; utilize the Korean special purpose vehicle to undertake the acquisition; and, following the acquisition, consummate a de-listing of the Target and a merger of the special purpose vehicles with the Target. This in turn called for robust and tailored legal analyses in order to bolster lender protections as well as seamless communications with the obligor group all of which Lee & Ko delivered.

Lee & Ko provided all-encompassing legal advice and legal assistance from the initial transaction structuring stage to completion including, without limitation, preparation of finance documents, negotiation of material terms with the borrower and review of closing documentation. Furthermore, Lee & Ko delivered thorough and efficient legal advice on issues arising out of a corporate acquisition effected by way of a tender offer. Based on its depth of expertise and experience, Lee & Ko facilitated a successful closing by assisting with selection of an optimal structure and by bridging gaps between principals in the face of risks and challenges posed by a multi-layer holding structure and changes in circumstances before and after the tender offer.