10 July, 2018
Deacons is advising on seven takeovers/privatisation deals involving Main Board issuers in Hong Kong announced during the first half of 2018, including:
- advising the independent board committee of AAG Energy Holdings Limited (AAG Energy, SEHK stock code: 2686) in relation to (a) the pre-conditional voluntary partial cash offer by a company indirectly wholly-owned by Xinjiang Xintai Natural Gas Co., Ltd (a company listed on the Shanghai Stock Exchange) to acquire up to 50.5% of the issued share capital of AAG Energy and to cancel or acquire up to 50.5% of the outstanding options and restricted share units of AAG Energy at a maximum total cash consideration of approximately HK$3,174 million and (b) the subsequent potential cash offer of the majority part of shares of AAG Energy by a wholly-owned subsidiary of Fosun International Limited (SEHK stock code: 656);
- advising Hong Kong Aircraft Engineering Company Limited (HAECO, SEHK stock code: 44) on the proposed privatisation by Swire Pacific Limited (SEHK stock codes: 19 and 87) by way of a scheme of arrangement. The maximum aggregate amount of cash required for the proposal is approximately HK$3 billion;
- advising eSun Holdings Limited (eSun, SEHK stock code: 571) on the conditional voluntary general cash offer by a wholly-owned subsidiary of Lai Sun Development Company Limited (SEHK stock code: 488) to acquire all of the issued shares of eSun and to cancel all outstanding share options of eSun at a maximum aggregate value of approximately HK$1,266 million, and the possible compulsory acquisition and withdrawal of listing of eSun shares;
- advising Baodi International Investment Company Limited (an indirectly wholly-owned subsidiary of Yunnan Provincial Energy Investment Group Co., Ltd which was ranked 250th among China’s top 500 enterprises in 2017, ultimately controlled by State-owned Assets Supervision and Administration Commission of the Yunnan Provincial People’s Government) in relation to (a) its proposed acquisition of a majority stake in Techcomp (Holdings) Limited (Techcomp, having a primary listing on the Hong Kong Stock Exchange with stock code 1298 and a secondary listing on the Singapore Exchange with stock code T43) at an aggregate consideration of approximately HK$554 million; (b) the possible unconditional mandatory cash general offers to acquire the remaining shares and to cancel the outstanding share options of Techcomp at a maximum aggregate value of approximately HK$397 million; and
- (c) its proposed subscription of convertible bonds of Techcomp at a maximum principal amount of approximately US$32 million, which is conditional upon completion of the acquisition and close of the offers;
- advising a substantial shareholder of UKF (Holdings) Limited (UKF, SEHK stock code: 1468) on its acquisition of additional shares in UKF at a consideration of approximately HK$180 million, and the possible conditional mandatory cash offers to acquire the remaining shares and to cancel the outstanding share options of UKF at a maximum value of approximately HK$804 million;
- advising MSEC Holdings Limited (indirectly wholly-owned by Minsheng E-Commerce Holdings (Shenzhen) CO., LTD) in relation to its proposed acquisition of a majority stake in Food Wise Holdings Limited (SEHK stock code: 1632) at an aggregate consideration of approximately HK$617 million and the possible unconditional mandatory cash general offer to acquire the remaining shares of Food Wise Holdings Limited at a maximum aggregate value of approximately HK$206 million;
- advising the selling shareholder of K. H. Group Holdings Limited (K. H. Group, SEHK stock code: 1557) on the disposal of its controlling stake in K. H. Group at a consideration of approximately HK$596 million, and advising K. H. Group on the mandatory unconditional cash offer by the purchaser to acquire the remaining shares of K. H. Group at a maximum value of approximately HK$199 million.
Ronny Chow, co-Head of Corporate Finance Practice Group, is advising on the deals involving HAECO and eSun, while Eugina Chan, the other co-Head of Corporate Finance Practice Group, is advising on the offers in relation to AAG Energy. Alexander Que (Partner), who has a particular focus in handling takeovers transactions, is advising on the other four deals mentioned.
Ronny Chow commented, “We continue advising on a significant number of takeover / privatisation deals, including some of the most high-profile and complex deals, in addition to handling a strong flow of IPOs, DCM deals and other capital markets mandates. With a sizeable team of experienced lawyers, we are delighted that we are able to maintain our reputation as a go-to firm for a full spectrum of corporate finance work.”
