이 기사는 2019년 11월 21일 08:00 thebell 에 표출된 기사입니다.

South Korean mobile game maker Netmarble, which was picked as preferred bidder for Woongjin Group's water purifier rental unit Coway, is putting efforts into its due diligence ahead of signing a share purchase agreement (SPA).

According to industry sources on November 15, Netmarble participated in the final bidding round on October 11 for the stake in Woongjin Coway in an unexpected move, and selected as a preferred bidder. The game maker skipped its due diligence process before submitting a bid. It hired advisors for the deal one day after it was picked as a preferred bidder, and kicked off its detailed due diligence.

In an unprecedented move, Netmarble explained its plans for the Coway acquisition in a conference call right after the announcement of the preferred bidder. Accordingly, market watchers have assumed the owners already reached an agreement on the deal and expected it won't take too long before the deal closes.

Market initially expected Netmarble's board will pass the resolution on the deal at its meeting on November 12, following its month-long due diligence. However the item wasn't added on the latest meeting's agenda. Doubts have been raised that there might be some factors that delay the deal process.

Industry watchers see that Netmarble is devoting its energy to lower the price after discovering some discount factors during its due diligence. After being selected as the preferred bidder, Netmarble hired advisors with deep knowledge of Coway's current situation and issues. The game maker selected advisors with good understanding of the situation to increase the speed and efficiency of the deal process.

Many of other suitors like SK Networks, Haier, and Carlyle decided to drop out of the bidding process, following their due diligence. Among various factors, they seemingly took Coway's labor unions issue very seriously. Netmarble in its third-quarter earnings call on November 12 said that "nothing has been finalized yet" about the Coway acquisition as it is still conducting due diligence. But it admitted that "labor issues were a part of the business environment" and that they "could impact the acquisition."

Coway's labor unions have been striking in front of Netmarble headquarters to demand guarantee on full-time employment. In June, Seoul Central District Court ordered the rental company to pay severance pay and allowances to retired maintenance workers. Coway appealed the decision but it is uncertain if it could win the lawsuit in the future.

If Coway wins the suit, it will likely have to pay around 10 billion won. The problem with this is that the company may have to pay severance pay to other retired workers, which will be quite burdensome for the company. Also, if direct employment of maintenance workers is allowed, the rental company is expected to spend more than 30 billion won a year. Considering this is not a one-off expense, it will be a hefty burden for the buyer of the company.

Given these obstacles, many market watchers see the game maker will widen the price gap between Netmarble and Coway. The game maker reportedly wants to lower the price by as much as 200 billion won.

The deal isn't likely to fall through considering the deal is based on the agreement between owners of Netmarble and Woongjin Group. Market is paying attention to Netmarble's last-minute negotiation capabilities with the delay in closing the deal. Some see the game maker has built up considerable expertise in M&A field by executing several small-sized deals in the game industry.

(By reporter Han Hee-yeon)