Shin & Kim acted as lead transactional legal counsel for CJ Logistics for its acquisition of majority stakes in Gemadept Corporation’s shipping and logistics subsidiaries in Vietnam. Gemadept Corporation, listed on a Vietnamese stock exchange, is the largest logistics company in Vietnam.
The saga of this landmark deal began in 2013 and has continued for longer than 4 years until October 1, 2017 when CJ Logistics and Gemdept finally signed the definitive agreements. During this long period, Gemadept had to be restructured through long, complicated restructuring process, the deal structure was changed countless times, voluminous MOUs and definitive agreements drafted, revised and negotiated time and again, and CJ Logistics even had to fend off other potential bidders’ poaching to acquire not only the target companies, but also Gemadept itself through a tender offer or otherwise.
CJ Logistics set up a special purpose company in Hong Kong for the acquisitions together with Stic, a Korean PE house. This required negotiation of their shareholders agreement and other agreements for their joint investment.
Shin & Kim advised CJ Logistics throughout the entire process of the transactions, including structuring, restructuring of Gemadept to carve out the shipping and logistics subsidiaries, intensive due diligence, documentation, negotiation, establishment of the joint investment vehicle in Hong Kong with Stic, regulatory approvals in Korea, Hong Kong and Vietnam, and closing.