이 기사는 2019년 10월 18일 08시00분 thebell에 표출된 기사입니다

Netmarble, which gained the status as preferred bidder for Woongjin Coway, still faces obstacles to getting the deal done.

According to industry sources, South Korea's mobile game maker Netmarble, which has been named as the preferred bidder for Woongjin Group's water purifier rental unit Coway on Monday, plans to conduct detailed due diligence ahead of entering into a share purchase agreement (SPA).

Many seem to already consider Netmarble as a new owner of Coway, with the rest of the bidders dropping out of the process following due diligence. There is, however, still uncertainty over the final results, because the two counterparties could at odds over the final price if Netmarble tries to reduce its bid after completing its due diligence.

Earlier in March, Woongjin Group bought back a 22.17 percent stake in Coway for 1.69 trillion won from local private equity firm MBK Partners, followed by the acquisition of additional shares via block trade. The Group's education service unit Woongjin Thinkbig currently holds a 25.08 percent stake in Coway, at the book value of 1.89 trillion won.

Woongjin Group poured a total of 1.9 trillion won to re-acquire its water purifier rental unit, including 1.5 trillion won raised by debt financing - 1 trillion won in a secured loan and 500 billion won in convertibles - which is planned to be repaid once the transaction is closed. Against this backdrop, the Group needs to secure at least 400 billion won in order not to sell at loss.

Netmarble has reportedly offered a price of 1.84 billion won. That translates into a price per share of 99 thousand won. On the other hand, Woongjin Group still wants to sell its stake in Coway at a price per share of 103 thousand won based on the book value, creating a price gap of about 70 billion won in value between the two parties.

There is a possibility that the seller is sensitive to this seemingly insignificant price gap when considering Woongjin's inherent reluctance in selling Coway, which used to be the Group's flagship unit. If the seller maintains a passive stance on negotiating over the final price, the deal could fail to materialize.

Getting approvals from boards of directors of both companies is another challenge before signing a SPA. Netmarble's management has provided a vision of becoming a major player in the so-called Subscription Economy market with its choice of Coway's rental platform as a new growth engine. But its ambition could put on hold if the results of its official due diligence, which will be carried out in coming days or weeks, fall far short of expectations.

Indeed, four shortlisted bidders for Coway, which had submitted their preliminary bids of around two trillion won, ended up dropping out of the tender process after reportedly negative results of due diligence that suggested stalled growth of the target.

Netmarble still appears to see Coway's growth outlook is reasonably good. The game maker held an investors' conference call on Monday and explained that its decision to make an investment in Coway is based on high potential of growth in the Subscription Economy. "We don't agree with the view that Coway's growth is stalling based on the results of our preliminary due diligence conducted before the final bidding round. We think its potential of growth is high, not just in Korea but also in Southeast Asia and the U.S.," the company said in the conference call.

(By reporter Han Hee-yeon)