Clobot CI. /Courtesy of Clobot

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Robotics solution corporations Clobot is pushing to acquire Doosan Group's system integration (SI) corporations Doosan Logistics Solution on its own. The company originally pursued a joint acquisition with a private equity fund (PEF) manager that came in as a financial investor (FI), but the FI is understood to have dropped out.

According to the investment banking (IB) industry on the 2nd, Clobot recently shifted the transaction structure to acquire Doosan Group's SI corporations Doosan Logistics Solution alone. It comes about three months after being selected as the preferred bidder for Doosan Logistics Solution in March.

Clobot initially pursued a joint acquisition with PEF manager Pectus Company (Pectus PE). The structure was to acquire 100% equity in Doosan Logistics Solution held by Doosan, with a plan to invest a total of 120 billion won including additional capital injection after the equity acquisition.

Pectus PE is a PEF manager founded by CEO Han Doo-hyun, formerly of Samjong KPMG. It conducted financial and tax due diligence, valuation, legal due diligence, and business due diligence before the acquisition of Clobot and Doosan Logistics Solution, but is understood to have recently decided to halt participation in the consortium.

A policy against dual listings is said to be the cause. The plan was to convert Doosan Logistics Solution under Clobot into a logistics automation specialist corporations, conduct a separate listing, and recoup the investment, but the government set a stance of prohibiting parent-subsidiary dual listings in principle.

In fact, under its guideline generally prohibiting dual listings, the Financial Services Commission decided to ban, in principle, separate listings of subsidiaries of listed parent companies. In particular, it said it would disallow listings if operational independence and management independence are not met, regardless of whether there is partitioning or an acquisition.

Clobot plans to continue pursuing the acquisition of Doosan Logistics Solution despite the exit of Pectus PE, which had come in as the FI. That is because the company has brought out the acquisition of Doosan Logistics Solution as a growth breakthrough amid delays in turning to profit and a continued share-price decline.

Clobot is a specialist corporations in robot control software and Autonomous Driving solutions, and it plans to transform into a "full-stack" operator that provides everything from robots to warehouse operations by combining its technology with Doosan Logistics Solution's warehouse management system (WMS) and warehouse control system (WCS).

It is also pursuing a paid-in capital increase to raise funds for the acquisition. The company is understood to have even prepared a plan to pay part of the acquisition price with its cash on hand if the total amount raised through the paid-in capital increase decreases due to a share-price decline. It is targeting transaction closing in August.

An IB industry official said, "The government's stance of banning dual listings has directly shaken the FI exit strategy in an acquisition consortium," adding, "A joint SI-FI acquisition structure premised on a subsidiary listing will inevitably shrink further going forward."

Meanwhile, Doosan Group's sale of Doosan Logistics Solution was pursued as part of a business portfolio reshuffle. Doosan Group decided to shift its business structure to focus on energy such as nuclear power, and is understood to have pushed the sale of Doosan Logistics Solution since late last year.

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