Deal highlights

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Deal highlights-Sep2021MERGERS & ACQUISITIONS

Tencent has completed the takeover of Chinese search engine operator Sogou in a USD3.5 billion deal on 23 September. After the transaction, Sogou delisted from the New York Stock Exchange, becoming a wholly owned subsidiary of Tencent.

The deal, which was cleared by the State Administration for Market Regulation in July, was effected through a statutory short-form merger after Tencent’s purchase of all Sogou shares from Chinese online media platform Sohu.com.

Davis Polk, Haiwen & Partners and Walkers were US, PRC and Cayman Islands counsel for Tencent, respectively.

Zhong Lun Law Firm acted as Sogou’s PRC counsel, while Conyers provided Cayman law advice to Sogou. Goulston & Storrs and Han Kun Law Offices advised Sohu.com on US and PRC law, respectively.

Haiwen & Partners advised on the anti-monopoly aspects of the merger of state-owned chemical giants Sinochem Group and China National Chemical (ChemChina). China had approved the restructuring of Sinochem Group and ChemChina Group in March, which would create an oil-to-chemicals company with more than USD100 billion in annual revenue.

Clifford Chance advised China Three Gorges South Asia Investment (CSAIL) on the financing for a CSAIL-led consortium’s acquisition of Alcazar Energy Partners (AEP), a Dubai, UAE-based wind and solar developer.

CSAIL is a subsidiary of China Three Gorges Corporation, the state-owned energy and infrastructure giant. AEP’s portfolio includes five solar and two wind projects across Jordan and Egypt, with a total generation capacity of 411 MW. The USD500 million deal would value AEP at USD1 billion, Bloomberg has reported.

Allen & Overy acted as legal counsel for CSAIL, while Freshfields Bruckhaus Deringer and Bracewell advised AEP.

Goodwin is advising Hong Kong-based Tiancheng International Investment on its proposed sale of a controlling stake in German pharmaceuticals firm Biotest to its Spanish rival, Grifols, for EUR1.1 billion (USD1.27 billion).

Biotest is a Germany-listed healthcare company specialising in innovative haematology and clinical immunology. The transaction values Biotest at about EUR1.6 billion. Grifols is a global healthcare leader in plasma-derived medicines, transfusion diagnostics and hospital pharmacy solutions. Grifols has also kicked off a voluntary public tender offer for all outstanding shares of Biotest.

EQUITY CAPITAL MARKETS

Dongguan Rural Commercial Bank debuted on the Hong Kong stock exchange on 29 September, raising HKD9.1 billion (USD1.16 billion) from the IPO. The bank is the fifth-largest rural commercial bank in China, and is the largest among commercial banks in Dongguan, according to its prospectus.

King & Wood Mallesons advised the lender on Hong Kong and US law, while C&T Partners advised on PRC law. Clifford Chance and Jia Yuan Law Office were legal counsel to the joint sponsors and underwriters.

China’s largest bar chain, Helens International, made its Hong Kong debut on 10 September, after a HKD2.66 billion global offering.

The Shenzhen-based company has more than 500 bars in China, covering 24 provinces and 100 cities. Wilson Sonsini acted as US counsel to Helens, while Jingtian & Gongcheng advised on Hong Kong and PRC law. Walkers was the legal adviser for Cayman Islands and BVI law.

Davis Polk and Commerce & Finance Law Offices provided legal services to the sole sponsor and underwriters.

Broncus, which develops medical devices to treat lung disease, raised HKD1.67 billion in a Hong Kong IPO. The Hangzhou-based startup went public on 24 September.

Davis Polk advised Broncus on Hong Kong and US law, while King & Wood Mallesons and Maples Group were legal advisers on PRC and Cayman Islands law, respectively.

The deal’s joint sponsors and the underwriters were advised by Sullivan & Cromwell on Hong Kong and US law, Dentons Hong Kong on Hong Kong law, and Han Kun Law Offices on PRC law.

DEBT CAPITAL MARKETS

The Industrial and Commercial Bank of China issued USD6.16 billion of US offshore additional tier-1 preference shares in Hong Kong on 24 September, with an initial yield of 3.2%.

The bank, the world’s largest by assets, was advised by Linklaters on English law and King & Wood Mallesons on PRC law. Allen & Overy and Jingtian & Gongcheng provided counsel to the joint lead managers.

The State Grid Corporation of China, a state-owned power distributor, raised USD600 million and EUR800 million (USD927.7 million) through offerings of dollar and euro-denominated bonds through its wholly owned subsidiary, State Grid Overseas Investment (BVI), on 2 September.

Commerce & Finance Law Offices advised the underwriter of the project on PRC law.

Paul Hastings represented Contemporary Ruiding Development, a wholly owned subsidiary of Chinese battery maker Contemporary Amperex Technology, in its issuance of USD500 million 1.5% bonds due in 2026. Paul Hastings advised both the issuer and the guarantor on the offering.

Linklaters acted as the international legal adviser to Tus-Holdings, a Chinese science park developer, in obtaining consent from its bondholders to extend two tranches of offshore US dollar bonds totalling USD950 million, and completing the bond restructuring within one month.