This article was displayed on the ChosunBiz MoneyMove (MM) site at 5:24 p.m. on Mar. 13, 2026.
The acquisition structure for Aekyung Industrial Co. being pursued by Taekwang Industrial; its affiliated private equity fund T2 Private Equity (PE); and Yuanta Investment has become clear. On the surface, it looks like a typical joint M&A structure, but a look at the details of the contract shows the deal was designed so that the listed Taekwang Industrial would all but eliminate the loss risk for the financial investors (FI). This draws attention because T2 PE, a pillar of the FI side, is an asset manager connected to succession at Taekwang Group.
According to the investment banking (IB) industry on the 13th, Taekwang Industrial the previous day disclosed more specific details of the Aekyung Industrial Co. acquisition structure and the shareholders' agreement through a revised filing.
Through the shareholders' agreement, call options (the right to buy equity at a set price), drag-along rights (the right to bring along the controlling shareholder's equity to sell together to a third party), and put options (the right to sell equity at a set price) were created between Taekwang Industrial and the T2 PE–Yuanta Investment consortium.
What stands out most is that if Taekwang Industrial does not cooperate with the drag-along, T2 PE–Yuanta Investment can even exercise a put option of a penalty nature. In past cases such as the "11Street incident," FIs had drag-along rights but no put option, leading to many twists and turns before exit (recovery of investment), but in Taekwang's case, it has given FIs powerful, layered exit guarantees.
According to the IB industry, Taekwang Industrial can exercise a call option on the FI equity starting three years after the acquisition. The guaranteed internal rate of return (IRR) is in the 10% range. This is a structure commonly seen in M&A. From Taekwang Industrial's standpoint, it is natural to leave open a path to fully secure management control in the future through the call option.
However, if Aekyung Industrial Co.'s corporate value falls short of expectations due to weak results or a decline in the share price, the listed Taekwang Industrial would find it difficult to buy the FI equity at a high price. As directors' duty of loyalty and duty of care have been strengthened under the Commercial Act, there is a risk of controversy if there is suspicion that assets were purchased at a price favorable to certain stakeholders.
In that case, if Taekwang Industrial gives up exercising the call option, the FI can exercise the drag-along. And if Taekwang Industrial does not cooperate with the drag-along for various reasons, T2 PE can exercise the put option to sell its equity to Taekwang at a price above principal and exit. In the end, under the shareholders' agreement, Taekwang Industrial is effectively opening the exit for T2 PE, the FI.
An IB industry official said, "In a typical shareholders' agreement, it is rare for a strategic investor (SI) to give an FI a put option on top of drag-along rights because the burden on the SI is too heavy," adding, "In this case, it is true that T2 PE–Yuanta Investment negotiated very favorable terms."
Another reason this structure draws attention is T2 PE's nature. T2 PE is a company in which former Taekwang Group Chairman Lee Ho-jin and his children hold a significant equity stake. The largest shareholders are T-sys and Taekwang Industrial, each with 41%, while Lee's eldest son, Lee Hyun-jun, holds 9% and his eldest daughter, Lee Hyun-na, holds 9%.
T-sys is a company in which Lee Hyun-jun holds an 11.3% equity stake. Considering this, Lee holds a total of 13.6% of T2 PE's equity directly and indirectly. Former Chairman Lee Ho-jin's direct and indirect equity ratio also reaches about 13.8%. Against this backdrop, some analysts say the rationale for building a structure that protects T2 PE's downside risk is a judgment to prevent losses at an asset manager with a high equity ratio held by the owner family, even if the acquisition of Aekyung Industrial Co. falls through.
There is also an interpretation that the significance of this shareholders' agreement lies elsewhere. The analysis is that to raise limited partners (LPs) for the fund, T2 PE–Yuanta Investment had no choice but to grant such FI-friendly terms.
Taekwang Industrial and T2 PE–Yuanta Investment have currently secured the full 447.5 billion won acquisition price for Aekyung Industrial Co. They are also said to have obtained a letter of commitment (LOC). The payment date for the acquisition price is the 26th.