The case in Delaware, where many companies are registered, could set a precedent for deals that have seen valuations drop since the COVID-19 pandemic, as buyers no longer want to buy assets under the terms of agreements reached before.
A consortium led by Mirae agreed last year to buy the hotels from Anbang, which had been selling some of its overseas assets after the Chinese government took control of the troubled insurer in 2018.
But Mirae did not close the deal on the scheduled April 2020 date, saying that Anbang’s representations and warranties were inaccurate and failed to satisfy conditions, which led Anbang to file the suit saying Mirae must fulfil its promised payment, the court document showed.
The Delaware Court of Chancery, presided by Vice Chancellor Travis Laster, found that the Anbang company that owns the hotels made extensive changes to its business because of COVID-19, such as employee layoffs, furloughs and closing amenities.
This led to a failure to meet a condition that business be “conducted in the ordinary course of business” and allowed Mirae to terminate the agreement, the court document said.
Mirae said in a regulatory filing on Tuesday that depending on whether the plaintiff appeals, it will respond through its legal representative.
Anbang has been liquidated and some of its assets have been placed in a new entity called Dajia Insurance Group. A Dajia official did not have an immediate response.
Shares in Mirae Asset closed up 6.5% in Seoul on Tuesday.
“Mirae won because Anbang did not meet conditions, but it had wanted to get out of the deal because investors weren’t gathering,” said an analyst, who declined to be identified to protect business relationships.
“The decision does remove short-term risk, although it may have unforeseen adverse effects should Mirae want to do deals in China.”