SOMA Law Group has advised ZGOO Holdings and Tandum Studio on the acquisition of equity in Arwe (stylized as arwe), a fragrance-based hair and body care brand.
ZGOO Holdings (ZGOO) is a holding company pursuing growth across healthcare, entertainment AI, and beauty and lifestyle, and Tandum Studio is a K-beauty multi-brand house platform that incubates indie beauty brands on shared distribution and marketing infrastructure. Arwe, founded in 2022, is a fragrance-based hair and body care brand that has continued to grow particularly in the Japanese market. The transaction was designed to combine the resources, operating capabilities, and product strengths of the three companies.
The transaction was not a single share purchase. It involved two acquirers and a multi-layered structure combining share purchases, share subscription, a share exchange, and a delegation of voting rights. ZGOO secured a controlling stake in Arwe through share purchases and a new investment, with the founders retaining approximately 50 percent; Tandum Studio joined as a minority shareholder and operating partner while delegating its voting rights to ZGOO.
How SOMA Advised
SOMA Law Group advised the acquirers, ZGOO Holdings and Tandum Studio, from legal due diligence on the target through to closing. SOMA focused on making several different forms of share transfer cohere as a single transaction.
- Legal due diligence on Arwe, covering its equity structure, key contracts, intellectual property, and regulatory compliance
- Structuring of the acquisition combining share purchases and a share subscription
- Review and negotiation of the relevant share purchase agreements and share subscription agreements
- Arrangements governing the founders' retained equity and the related rights and obligations among shareholders
- Review of Tandum Studio's minority participation and the delegation of its voting rights
SOMA ensured that the matters identified in due diligence were reflected in the transaction terms and the conditions to closing, and that the rights and obligations of the founders, the acquirers, and the operating partner — each participating in a different capacity — were clearly settled, advising on each step through to completion.
ZGOO Holdings' announcement of the transaction is available here.
[Deal Briefing] ZGOO, Acquisition of arwe (Hanger)·Strategic Share Exchange with Tandum Studio
ZGOO Holdings (ZGOO) is a holding company pursuing growth across healthcare, entertainment AI, and beauty and lifestyle, and Tandum Studio is a K-beauty multi-brand house platform that incubates indie beauty brands on shared distribution and marketing infrastructure. Arwe, founded in 2022, is a fragrance-based hair and body care brand that has continued to grow particularly in the Japanese market. The transaction was designed to combine the resources, operating capabilities, and product strengths of the three companies.
The transaction was not a single share purchase. It involved two acquirers and a multi-layered structure combining share purchases, share subscription, a share exchange, and a delegation of voting rights. ZGOO secured a controlling stake in Arwe through share purchases and a new investment, with the founders retaining approximately 50 percent; Tandum Studio joined as a minority shareholder and operating partner while delegating its voting rights to ZGOO.
How SOMA Advised
SOMA Law Group advised the acquirers, ZGOO Holdings and Tandum Studio, from legal due diligence on the target through to closing. SOMA focused on making several different forms of share transfer cohere as a single transaction.
SOMA ensured that the matters identified in due diligence were reflected in the transaction terms and the conditions to closing, and that the rights and obligations of the founders, the acquirers, and the operating partner — each participating in a different capacity — were clearly settled, advising on each step through to completion.
ZGOO Holdings' announcement of the transaction is available here.
[Deal Briefing] ZGOO, Acquisition of arwe (Hanger)·Strategic Share Exchange with Tandum Studio