background

• Financial adviser to Mr Sun and Mr Strutt (the “Founders”) with respect to the board coup to remove the Founders from the management, the attempt by the remaining board to dilute shareholders with a placing of shares under general mandate and the sale of the Company for the benefit of all shareholders.
• The transaction was the largest takeover of a Hong Kong listed company operating in the PRC by foreign buyers.
• The transaction was a very rare hostile takeover on the Hong Kong Stock Exchange. We had to act quickly to prevent a concert party we had identified from gaining control.

 

our roles

• Analysis of the validity of a board coup to remove the Founders from the board.
• Advise on the Listing Rules and the Takeover Code with respect to the 20 per cent placing of shares under a general mandate to parties acting in concert.
• Advice on requisitioning an extraordinary general meeting to the board and canvassing support for the reorganisation and the sale of the Company.
• Identification of potential strategic and financial acquirers of the Company and advising on the Code.

 

key matters

• Complicated transactions involving connected party transactions, parties acting in concert, mandatory general offers under the Code, hostile takeover and board reorganisation by way of extraordinary general meeting.
• Provision of support in relation to litigation involving interim injunctions.
• Highly publicised deal drawing international attention.
• A deal of this complexity and hostility required a financial adviser with deep corporate finance and distribution experience.
• Pretty much the whole of Corporate Finance chemistry set was engaged.