법무법인(유한) 율촌 | Yulchon LLC

Yulchon's M&A team successfully closed Daewoo Engineering and Construction's sale of its 70% equity interest in Daeha Company Limited, the owner of Daewoo Hotel in Hanoi, to Hanel Company Limited, a Vietnamese government-owned company, on May 10, 2012.
 

Daewoo executed an SPA regarding the hotel with one of the Lotte Group entities in January 2011, but as Hanel (which was Daewoo's joint venture partner with 30% equity interest in Daeha) exercised its right of first refusal, Daewoo underwent heavy negotiations with Hanel for approximately 6 months and executed an SPA in July 2011. However, due to Vietnam's depressed economy and lack of foreign currency caused by the 2008 global financial crisis, the collective view of the local experts was that Hanel's acquisition of Daewoo Hotel was practically impossible. Nevertheless, Yulchon's M&A team, in collaboration with Samsung Securities (Daewoo's financial advisor in this transaction), was able to successfully close this deal on terms and conditions satisfactory to Daewoo by offering creative solutions and amending the SPA twice in the process.
 

This deal was highly praised even in Vietnam as a transaction in which a government-owned company acquired a foreign-invested enterprise, and its successful closing surprised a number of industry experts given the general view that it would be impossible to close due to severely unfavorable external conditions.
 

Young Su Shin and Hyung Ki Lee of Yulchon's Seoul office led this deal by working with the attorneys in Yulchon's Vietnam offices to assist Daewoo with not only the negotiations and drafting of the SPA but also other thorny and complex matters such as Hanel's refinancing and withholding tax issues and amendment of governmental licenses. By offering comprehensive and efficient legal assistance on Korean and Vietnamese laws, Yulchon was able to achieve a result that was considered a win-win by both Daewoo and Hanel.