CGBio logo. /Courtesy of CGBio

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The preferred bidder for the sale of management control of CGBio, Daewoong Group's bio regenerative medicine specialist, has been changed from IMM Private Equity (IMM PE) to U.S. private equity fund manager TA Associates. While IMM PE and Daewoong Pharmaceutical were discussing a final contract and Daewoong Pharmaceutical expressed objections over a noncompete clause, TA Associates separately approached them and said it would accept the condition, leading to the switch in the preferred bidder, according to reports.

According to the investment banking (IB) industry on the 7th, Yoon Jae-seung, chief vision officer (CVO) of Daewoong Pharmaceutical, selected TA Associates as the new preferred bidder to acquire CGBio. TA Associates has begun due diligence on CGBio and plans to sign a stock purchase agreement (SPA) as early as next month. The acquisition target is a 51% management control equity, and it plans to transfer an additional remaining 28.1% later; in that case, the sale is expected to exceed 1 trillion won in total.

The industry said Daewoong Pharmaceutical initially proceeded with SPA talks with IMM PE, the original preferred bidder, but the negotiations fell through. When IMM PE's preferred bidder status expired at the end of last month, Daewoong Pharmaceutical is understood to have separately contacted some potential buyers who had shown interest. After that, Yoon's CVO team notified IMM PE in early this month that the sale process was halted, and TA Associates was selected as the new preferred bidder.

The noncompete clause is cited as the reason for the change in the preferred bidder. Because Daewoong Pharmaceutical has multiple affiliates related to pharmaceuticals, IMM PE demanded a noncompete clause to prevent Daewoong Pharmaceutical from operating in the same business after the acquisition. The aim was to prevent competition with businesses Daewoong Pharmaceutical would pursue after the acquisition and to avoid damaging corporate value.

However, Daewoong Pharmaceutical reportedly conveyed that it would be difficult in practice to accept the clause because it has businesses and product lines it has collaborated on with key affiliate CGBio. It is said the two sides were not far apart on the acquisition price, leading to analysis that the noncompete clause effectively became the key reason the talks collapsed.

IMM PE had continued negotiations for about three months after being selected as the preferred bidder in March. It had discussed acquiring 51% of CGBio for 516 billion won and additionally a conditional deal to acquire the remaining 28.1% at the same price once EBITDA reaches 100 billion won. However, the collapse of the talks has been confirmed, and TA Associates is expected to acquire it on similar terms.

CGBio, a Daewoong Group subsidiary that manufactures and sells biomaterial-based artificial tissue substitutes such as bone, skin, and antiadhesion agents, started in 2006. Its flagship product is Novosis, a bone graft substitute loaded with bone morphogenetic protein, developed in 2017 as the world's second and Korea's first, and 2024 revenue exceeded 200 billion won. Competition was fierce from the start of the bidding, with seven domestic and foreign PEF managers expressing interest. In May, it also became known that CGBio signed a supply contract worth about 2.5 trillion won with the Johnson & Johnson orthopedics unit DePuy Synthes.

An IB industry official said, "As news spread that this contract secures a distribution network in the U.S. market, interest appears to have grown among bidders who were not selected as the preferred bidder," adding, "In this situation, as negotiations between IMM PE and Daewoong Pharmaceutical fell through, it seems communication took place with bidders who heard the news."

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