Mergers and Acquisitions

Overview

Our Mergers & Acquisitions practice has been internationally recognized as a leading Hong Kong practice by independent editorial publications including the International Financial Law Review 1000 (ILFR1000) and Asialaw Profiles.

We provide high-impact advice to clients on complex and high-value M&A transactions, including the sale and purchase of shares, statutory amalgamations, mergers and reconstructions by schemes of arrangement, business acquisitions including transfers of assets and liabilities and the formation of joint ventures.

Our corporate lawyers act for a wide range of purchasers, sellers, lenders, secured creditors, shareholders and counterparties, including private equity, hedge funds and listed companies.

Our corporate team assists clients on acquisition and divestiture strategy. We guide clients throughout the merger and acquisition process and ensure that every step of the deal conforms to client’s business objectives and risk profile, helping to minimize commercial risks and adverse tax implications, all the while working to bring each transaction to a successful close.

Our work includes advising on the following:

  • M&A advisory, deal negotiation & completion, including deal structure, pricing and completion mechanisms, conditions precedent, representations and warranties, indemnification and limitations of liability, legal due diligence, negotiation and preparation of terms sheets, sale and purchase agreements, disclosure letters and other transactional documentation and post-merger integration

  • Compliance with regulatory requirements, including requirements under the Code on Takeovers and Mergers (“Takeovers Code”), as well as regulatory reporting and announcement requirements for notifiable transactions (including share transactions, disclosable transactions, major transactions, very substantial disposals, very substantial acquisitions and a reverse takeovers) and connected transactions under Chapter 14 and 14A of the Listing Rules of the Stock Exchange of Hong Kong (“SEHK Listing Rules”)

  • Business acquisitions & mergers, including statutory amalgamations and schemes of arrangement for the reconstruction or amalgamation of Hong Kong companies under the Companies Ordinance (“CO”), assignments and novation of contracts, transfers of assets and issues regarding the assumption of liabilities arising from a transfer of business under the Transfer of Businesses (Protection of Creditors) Ordinance (“TBPCO”)

  • Joint ventures (“JV”), including joint venture structures, asset injections, exits and dispute resolution, corporate governance structures, protection of shareholders’ rights, and negotiation and preparation of shareholder agreements, articles of association and other JV documentation to protect client assets, minimize tax liabilities, comply with regulatory obligations and ensure that client’s business objectives are met.

Our M&A practice has particular expertise in mergers and acquisitions involving financial institutions M&A, including Securities and Futures Commission (“SFC”) licensed corporations and insurers and insurance brokers regulated by the Insurance Authority (“IA”).

Experience

EUR7 Million Cross-Border Asset Sale and Purchase

Lead counsel to a global technology company in connection with its sale by asset transfer of international business operations.

Spin-off of Global Commodities Business

Hong Kong counsel to a Fortune Global 200 financial institution in respect of the US$430 million spin-off of its global commodities brokerage and derivatives business.

Sale of HK Life Insurer and FinTech ListCo Investment

Hong Kong counsel to a U.S. based insurer with over US$500 billion of assets under management in respect of the US$1.7 billion sale of an interest in its Hong Kong life insurance operations in exchange for an interest in Hong Kong listed fintech focused financial services provider.

US$102 Million Sale of Private Wealth Management Business

Hong Kong counsel to U.S. based Fortune Global 200 financial institution with a market capitalization of over US$35 billion in respect of US$102 million sale of its private wealth management business to a European based financial institution.

US$60mn Capital Raise for China Focused Consumer Goods and Services Company

Lead counsel to private fund manager with over US$700 million of assets under management in connection with a US$60 million venture capital investment into a consumer goods and services company.

US$240mn Debt Restructuring and Exit of Portfolio Investment

Lead counsel to bank in connection with the restructuring of a distressed US$240 million investment into a Hong Kong based joint venture and the sale of its interest in that joint venture.

Investment and Private Equity Real Estate Joint Venture

Co-counsel to US private funds manager on an investment into a Hong Kong private equity real estate fund manager with US$450 million of assets under management.

Awards

IFLR 1000

Mergers and Acquisitions

Leading Practice

2021

IFLR 1000

Mergers and Acquisitions

"Positively Ranked"

2018

IFLR 1000

Private Equity

Leading Practice

2021

IFLR 1000

Private Equity

"Positively Ranked"

2018

Asialaw Profiles

Mergers and Acquisitions

Leading Practice

2017

Asialaw Profiles

Mergers and Acquisitions

"Recommended"

2018

Asialaw Profiles

Corporate

Leading Practice

2017

Asialaw Profiles

Corporate

"Recommended"

2018

Asialaw Profiles

Private Equity

Leading Practice

2016

 

Insights

M&A in Hong Kong: Earnouts

We explore how to structure earnouts for buyers and sellers in M&A and the use of performance metrics, earnout milestones & protection...

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M&A in Hong Kong: Due Diligence

We look at how M&A due diligence and M&A reps and warranties work in tandem in business acquisitions to meet the purchaser’s expectations.

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M&A in Hong Kong: Letters of Intent

The first of a multi-part series on Hong Kong mergers & acquisitions law. This part provides an overview of M&A including letters of intent.

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