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background
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We acted as the financial adviser to INAX Corporation, a Japanese company and wholly-owned subsidiary of JS Group Corporation which is listed on the Tokyo Stock Exchange, to takeover A-S China Plumbing Products Limited (“ASPPL”), a GEM listed company in Hong Kong.
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our roles
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- overall tactics regarding the takeover offer
- coordination of working parties in different countries
- valuation analysis
- advice on regulatory implications
- extensive discussions with the SFC regarding complications over acceptances and application of “squeeze out” provision
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key matters
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- the first formula offer subject to a minimum price to accommodate adjustments for closing accounts and working capitalthe
- valuation of ASPPL
- satisfying the SFC that certain transitional arrangements did not constitute a special deal under the Codes on Takeovers and Mergers in Hong Kong
- the offer consideration denominated in euro (€) with right to elect to receive Hong Kong dollars, resulting in further explanation to regulators and minority shareholders
- technical difficulties due to a certain holding being held by a custodian that was in liquidation