JunHe Advises Continental Aerospace Technologies Holding Limited (HKEX: 00232) on the Sale of Its U.S., German and Other Subsidiaries and on the Very Substantial Disposal, Special Dividend and Delisting under the Hong Kong Takeovers Code
JunHe recently acted as lead counsel to Continental Aerospace Technologies Holding Limited (a Bermuda-incorporated company listed on the Hong Kong Stock Exchange, HKEX: 00232) on the sale of its wholly owned subsidiary, Motto Investment Limited, together with all its underlying group companies, to Arcline Investment Management. Arcline Investment Management is a U.S. private equity firm with over USD 30 billion in assets under management and has a particular focus on aerospace industrial investments.
Continental Aerospace Technologies is an international operator that provides advanced gasoline and Jet-A piston engine products, spare parts, engine and aircraft services, avionics equipment and repair services to the general aviation market. The target assets included the group’s principal operating entities in the United States and Germany, namely Continental Aerospace Technologies and Continental Aerospace Technologies GmbH, together with related Hong Kong and BVI holding entities.
The transaction involved multiple jurisdictions including the US, the EU, Germany, Hong Kong, the British Virgin Islands, Bermuda and China. The M&A transaction value was approximately USD 535 million (approximately HK$ 4.2 billion). Following completion, Continental Aerospace Technologies Holding Limited will implement a special dividend and delisting in accordance with the Hong Kong Takeovers Code and the Hong Kong Listing Rules. Including the disposal of certain real property and other related assets by the listed company, the overall value of the broader project was close to HK$5 billion.
As lead counsel to the seller, JunHe managed the overall legal work for the transaction. This included transaction structuring, negotiation of the principal commercial and legal terms, drafting and negotiation of the term sheet, negotiation of the escrow arrangements, and the drafting, negotiation and finalization of the share purchase agreement and the related transaction documents. With support from local counsel, JunHe also handled the CFIUS analysis, the HSR filing analysis and the HSR filing in the United States, the antitrust filing analysis in the EU, Germany, the UK and China, and the German foreign direct investment review analysis.
The transaction was signed on June 5, 2026. In accordance with the Hong Kong Takeovers Code and the Listing Rules and following approval by the Hong Kong Securities and Futures Commission and the Hong Kong Stock Exchange, the listed company issued an announcement regarding the substantial disposal, special dividend, proposed withdrawal of the listing status and the proposed liquidation.
(https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0605/2026060502794.pdf). HSR clearance has been obtained. Following signing, the transaction will also be submitted for German FDI review. Completion remains subject to shareholder approval, German FDI clearance and other customary closing conditions.
This transaction was led by JunHe partner Kenneth ZHOU, with the close collaboration of JunHe’s Beijing, New York and Hong Kong offices. JunHe’s Beijing and New York cross-border M&A teams were primarily responsible for the M&A aspects of the transaction, with partners John DU and WANG, Qiang (Josh) leading from New York. The Hong Kong aspects of the matter were led by partners YE, Yurong and Alan CHEN, who advised on board resolutions, trading suspension and resumption arrangements, announcements under the Hong Kong Takeovers Code and Listing Rules, and the subsequent shareholder circular. Other involved partners includeLI, Shengjie (Selina) in Beijing, XIE, Jiahao in Hong Kong and LIU, Yijing (Eloise) in New York.
This transaction highlights JunHe’s strong cross-border M&A capabilities across major overseas jurisdictions, including the United States and the European Union, as well as its deep experience in Hong Kong listed company and capital markets matters. Involving complex legal and regulatory issues across the United States, the EU, China and Hong Kong, it also demonstrates JunHe’s strength in cross-border regulatory compliance, government review and the execution of policy-sensitive transactions in an increasingly complex geopolitical landscape.
JunHe is a leading full-service Chinese law firm with a long-established reputation for excellence in complex cross-border and domestic transactions, regulatory matters and dispute resolution. With offices across China and key international markets such as the U.S. and Hong Kong, JunHe advises multinational corporations and leading domestic enterprises on some of the region’s most significant and sophisticated legal matters.
