Cheil Industries Inc. (KOSE:A028260) agreed to acquire Samsung C&T Corporation (KOSE:A000830) from a group of shareholders for KRW 8.4 trillion on May 26, 2015. Under the terms of agreement, Cheil Industries will offer 0.350089 new Cheil shares for each Samsung C&T share and will offer 0.350089 new Cheil preferred shares for each Samsung C&T preferred shares. The new entity will be named as Samsung C&T Corp. The exercising price of appraisal rights of common shares of Samsung C&T Corporation is KRW 57,234 and preferred shares of Samsung C&T Corporation is KRW 34,886.

The transaction is subject to conditions including approval of shareholder of Cheil Industries and Samsung C&T Corporation at the shareholders meeting to be in July 17, 2015. Seoul court will deliver verdict on takeover on July 1, 2015. On July 17, 2015, shareholders of Cheil Industries Inc. unanimously voted in favour of the transaction. The transaction has been approved by Board of Directors of Cheil Industries and Samsung C&T Corporation. The transaction is expected to be completed on September 1, 2015. The transaction has been approved by Korea Fair Trade Commission on June 12, 2015. Korea Exchange has also give approval for listing of the preferred shares to be issued by Cheil Industries Incorporated to holders of Samsung C&T Corporation preferred shares. The court called for submissions on the transaction by June 25, 2015. Elliott Associates, L.P. has filed two court injunctions seeking to block the deal. As on July 1, 2015, Seoul court rejected an injunction request by a U.S. hedge fund to block a proposed merger of two Samsung Group units. As on July 6, 2015, the transaction received an early termination notice from FTC. As of July 16, 2015, South Korean court ruled in favor of the transaction. The Board of Directors has recommended the shareholders of Samsung C&T Corporation to approve the transaction and reject Elliott proposal. As on July 16, 2015, the transaction was approved by Samsung C&T shareholders. The scheduled payment date for the acquisition is September 4, 2015.

KPMG acted as financial advisor to Cheil Industries. The Goldman Sachs Group, Inc. (NYSE:GS) is acting as financial advisor to Samsung C&T. Credit Suisse Group AG (SWX:CSGN) acted as the financial advisor for Samsung C&T. Ng Wai King and Audrey Chng of Wong Partnership acted as legal advisors to Samsung C&T Corporation. Shane Kyriakou of Herbert Smith Freehills and Kim & Chang acted as legal advisors to Samsung C&T Corporation. Morgan Stanley acted as financial advisor for Cheil Industries.