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TEXTAREA--COMPONENT--IDENTIFICATION

Mergers and acquisitions and corporate restructuring

The core expertise of the China business group is in the area of cross-border mergers and acquisitions and corporate restructuring, developed over many years of helping multi-national enterprises and venture capital houses achieve new goals in China.

Our legal advisors are familiar with government departments relevant to the approval of M&A projects in the various industry sectors and various levels. We routinely deal with Ministry of Commerce (MOC) in Beijing in respect of both approvals and competition filings. Peter Corne, in his capacity as head of the Legal Working Group at the EU-China Chamber of Commerce, often engages in lobbying efforts with government departments in Beijing and in Shanghai, including the Ministry of Commerce, the State Legislative Affairs Commission of the State Council and the Shanghai Foreign Investment Commission. Due to our understanding of how the underlying system works in China, we have developed an approach in dealing with the more challenging approvals in order to be assured that our clients' applications will be treated in a predictable manner.

Members of our group are experienced in the whole range of M&A and corporate restructuring, involving a number of landmark deals.

Some of the M&A deals our team has executed:

  • We assisted a leading EU private equity house in respect of Aster/Xsys (now Flint Group) to acquire - by way of a landmark assets acquisition - the pigments facility of BASF in Shanghai, involving the carving out of a plant from a shared site. This was one of the most complicated asset acquisitions in Shanghai to date, including negotiating and documenting a solution with the Shanghai Government concerning the wastewater treatment plant on the Huangpu River, and complicated two-way utility services arrangements between the buyer and seller's facilities in the areas of electricity, wastewater, gas and heat.
  • Advising a FTSE 500 company on the restructuring and acquisition of a private company manufacturing vacuum pumps and cryogenic refrigerators in Beijing, Beijing Tianli. This included complex structuring arrangements involving the transfer of assets to a newly formed JV, and the sale of 50% to our client, with the structuring of back to back sales and distribution arrangements through both parties which addressed cross-jurisdictional product liability, competition and export control issues.
  • Advising a Fortune 500 company as their counsel in China on a variety of projects: a share and debt swap involving six PRC enterprises held through offshore vehicles worth US$300m; the acquisition, restructuring and expansion of a non-carbonated beverage manufacturing facility in Dongguan; the restructuring of a beverage joint venture in Tianjin; and on the unprecedented carving out of the non-carbonated business of 26 entities and its consolidation into a multi-shareholder company limited by shares.
  • We advised a leading IT company on the establishment of the first foreign invested company limited by shares under the revised PRC Company Law, a joint venture between this company and selected Chinese parties sponsored by the National Development and Reform Commission, and on its subsequent issuance of shares to an incoming multi-national investor.
  • A FTSE 500 company engaged us on one of the first takeovers in China by a foreign enterprise - by the Batteries Division of a leading battery maker in Shekou, Huada Batteries, in 1997, which was selected as one of the China deals of the year.
  • We assisted a leading minerals company on one of the first complete acquisitions of ignore State Owned Enterprise, of a carbon production facility in Shizuishan, Ningxia, in 1999, in the largest investment in Ningxia Autonomous Region and one of the first acquisitions made by a foreign investor in China's interior.
  • The team advised a boutique merchant bank on the securing of a 25% equity interest through issuance of new shares in a PRC incorporated property developer which through careful structuring enabled the bank to enter into the China property development market despite the imposition of investment restrictions over the previous months.
  • We advised a Fortune 500 IT company on the documentation of one of the first successful ‘true' mergers in Shanghai.
  • We worked with a leading Japanese trading house on the acquisition of a stake in a steel processing business and the conversion of that entity into a core holding vehicle for the integration of multiple other steel processing companies through acquisition and in-kind share contributions.

In China Eversheds LLP is a foreign law firm registered with the Ministry of Justice of the People's Republic of China. Under current Chinese regulations, we are allowed to provide information concerning the impact of the Chinese legal environment, but, like all international law firms with offices in the PRC, we are not authorized to issue opinions, determinations, or certifications in respect of, the application of PRC law. We work in cooperation with a number of Chinese law firms. Should you require a legal opinion in respect of any Chinese law matter, we would be happy to assist you in obtaining an opinion from a Chinese firm.

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