Yulchon advised Meritz Securities and its affiliates on their subscription for the convertible bonds issued by Celltrion Holdings.
2026.06.18.
This transaction concerned the acquisition, in a series of transactions, of Series 4, 5 and 6 privately placed, unregistered unsecured coupon-bearing convertible bonds (the “CBs”) issued by Celltrion Holdings Co., Ltd. (“Celltrion”) by Meritz Securities Co., Ltd. (“Meritz Securities”) together with Meritz Fire & Marine Insurance Co., Ltd. (“Meritz Insurance”) and Meritz Capital Co., Ltd. (“Meritz Capital”), as applicable.
Yulchon provided legal advice to ensure that the issuance and subscription of the CBs would proceed in a smooth manner, including by drafting and reviewing transaction documents such as the convertible bonds subscription agreement, letter of commitment for subscription, and financial advisory agreement.
This large-scale convertible bond subscription transaction, which was jointly undertaken by major financial companies within Meritz Group, represents the group’s comprehensive capital operation and risk management capabilities. Through this deal, Meritz Securities demonstrated its competence in structured financing to the market by designing and coordinating the deal structure to ensure satisfaction of not only the internal control systems, capital regulations and investment review requirements of each Meritz company taking part in the deal, but also the commercial purpose of the deal. Furthermore, this transaction, a successful example of a sophisticated private placement of convertible bonds involving multiple, large financial companies, may serve as a leading precedent for the structuring and negotiation of similar transactions in the future.
Yulchon provided assistance with respect to the complex structuring of the large-scale convertible bonds deal and coordinating conflicting interests, ensuring an efficient completion of the transaction.
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