Kim & Chang, using separate teams, advised both the buyer, MBK Partners, and the sellers, UCK Partners (formerly known as Unison Capital Korea) and individual shareholders, in connection with the purchase and sale of Medit Corporation (the “Target Company”).
For UCK Partners, this transaction allowed it to successfully accomplish an exit strategy with respect to its investment in the Target Company. For MBK Partners, this represented a new investment opportunity into a business area with high growth potential. Our firm provided legal advice to the parties in addressing their concerns, successfully finalizing this transaction in an expedient manner.
The transaction was complex as it involved around 100 individual sellers, with UCK Partners acting as the representative seller. Thus, it required various contractual mechanisms to enable a clean exit by all involved sellers, thereby allowing MBK Partners to successfully purchase a sufficient shareholding in the Target Company.
The share purchase agreement and the investors’ agreement were also drafted to address various issues raised during the course of the transaction in order to devise a transaction structure in which both the buyer and the sellers could continue to pursue sustainable growth opportunities for the Target Company. This process involved some of the sellers reinvesting part of their sales proceeds from this transaction back into the Target Company, and UCK Partners also co-investing back into the Target Company through a new fund.
Furthermore, given the importance of intellectual property (“IP”) to Medit Corporation, resulting from its intraoral scanner being used globally, our firm, acting as the seller’s counsel, presented its analysis of potential risk and forecasts with respect to outstanding IP litigations and advised the involved parties to reach an agreement on how to take on or accommodate such risks.
Our firm advised and guided the parties through the overall M&A deal process to enable them to reach an agreement within the expedited time frame of one month. Our efforts included providing various types of transaction structures, preparing and negotiating definitive documents such as the share purchase agreement and the investor’s agreement, and conducting legal due diligence.