DR & AJU provided legal services in relation to acquisition of shares of SJW International (“Siwon School”), an online language learning company established in 2006 with the greatest market share in Korea, by a Hong Kong listed company, China First Capital Group Limited (“CFCG”). DR & AJU conducted the general legal works that were necessary for CFCG’s acquisition of Siwon School’s shares and the related rights, and the execution of a shareholder’s agreement.

The notable aspect of this case is that it was a cross-border M&A deal by share swap where CFCG acquired the shares of Siwon School not by cash, but by its newly issued shares listed in the Hong Kong Stock Exchange.

A large group of Korean and foreign-qualified lawyers from DR & AJU took part in this case, providing various legal services from conducting legal due diligence of Siwon School to executing the share purchase agreement and shareholders agreement regulating CFCG’s investment conditions on the basis of continuous cooperation with Yulchon LLC, the attorney-at-law of the seller, which involved changes to the deal structure twice over the course of ten months. Furthermore, DR & AJU completed the relevant declaration of foreign exchange transaction and reporting to the Ministry of Trade, Industry and Energy. Such provision of legal services has contributed to DR & AJU’s cross-border M&A credentials and improved the competency in preparation for any cross-border M&A deals in the future.