Asia Pacific
Asia Pacific remains a diverse, growing region presenting our clients with unique opportunities and risks. There has recently been pro-business regulatory progress across the region, as government easing of foreign investment restrictions and the divestment of state-owned assets occurs.
Our strength spans across the Asia Pacific region. We continuously engage in a broad range of work in the Asia Pacific Region, using our Hong Kong and Beijing offices as a platform to advise local and international clients on all elements of their Asia-related outbound and inbound activity.
We have significant experience in China (particularly the three major business centres of Hong Kong, Beijing and Shanghai), Japan, India, Singapore and the rest of Southeast Asia. The lawyers in our Hong Kong and Beijing offices practise English, Hong Kong and US law; drafting, negotiating and advising in a trilingual environment as appropriate for the relevant clients and matters.
Key experience
We advised on the disposal by Alibaba of its approximately 78.70% stake in Sun Art Retail Group to a company wholly-owned by DCP Capital Partners, for an aggregate consideration of HKD11.64 billion (approximately USD1.5 billion).
The transaction includes a deferred payment mechanism and potential interest linked to Sun Art’s financial performance, which could increase the total consideration to HKD13.14 billion (approximately USD1.69 billion). Completion is subject to conditions including PRC antitrust approval.
We previously advised Alibaba on its initial investment in Sun Art in 2017 and its subsequent acquisition of a controlling stake in 2020.
Contact
We advised Aviva on the disposal of its shareholding in Singlife, together with two debt instruments, for total proceeds of £937 million (SGD 1.6 billion).
The transaction included approximately £80 million of additional proceeds linked to Sumitomo Life’s concurrent purchase of TPG’s stake in Singlife. Both transactions completed on 18 March 2024 following regulatory approvals in Japan and Singapore.
Contacts
We advised Cathay Pacific on its buyback of all warrants issued to the Hong Kong SAR Government as part of its HK$39 billion recapitalisation during the COVID-19 pandemic.
The total consideration for the buyback will range from HK$1.53 billion to HK$1.88 billion, depending on share prices during the pricing period. The transaction also involved a successful application for a waiver from the Code on Share Buy-backs.
Contact
We advised on its US$1.5 billion acquisition of clean energy assets in 2023, its US$1.1 billion acquisition of clean energy assets in 2022 and its recent asset restructuring.
The US$1.5 billion acquisition is recognised as the M&A Deal of the Year 2023 by China Business Law Journal.
Contact
We advised on the global offering and listing of Cirrus Aircraft on the Main Board of the Hong Kong Stock Exchange, raising approximately HK$1.5 billion (approximately US$193 million) for the issue of around 15% of its issued share capital.
We advised CICC as sole sponsor and global coordinator on Hong Kong and U.S. laws. Cirrus, a U.S.-based personal aircraft manufacturer, was the world’s largest in its category by delivery units and revenue in 2023.
This is recognised as the Equity Capital Markets Deal of the Year 2024 by China Business Law Journal.
Contacts
We are advising Coca-Cola Europacific Partners on its proposed joint acquisition of Coca-Cola Beverages Philippines from The Coca-Cola Company, alongside Aboitiz Equity Ventures.
The proposed transaction values CCBPI at $1.8 billion, with CCEP acquiring 60% and Aboitiz holding the remaining 40%. This acquisition will further strengthen CCEP’s position as the world’s largest Coca-Cola bottler by revenue and volume.
Contacts
Corporate: Roland Turnill, Robert Innes
We advised Bank of America on the sale by Essity of its controlling stake in Vinda International Holdings through a voluntary conditional cash offer by an SPV established by the RGE group, owned by Mr. Sukanto Tanoto.
The offer was valued at HKD23.50 per share, requiring approximately HKD26.13 billion (USD3.35 billion) to complete. Essity and Vinda’s chairman had committed to accept the offer for 72.62% of Vinda’s shares. The transaction was subject to regulatory approvals and other pre-conditions, including the termination of certain licences granted by Essity to Vinda, with the option for Vinda to enter into a new agreement.
This is recognised as the Equity Capital Markets Deal of the Year 2024 by China Business Law Journal.
Contacts
We advised on its three landmark joint ventures with SINOPEC for US$7 billion, comprising (1) the acquisition of 50% equity interests in Shanghai SECCO Petrochemical, a subsidiary of SINOPEC, (2) SINOPEC’s acquisition of 50% stake in INEOS Styrolution Advanced Materials (Ningbo), and (3) greenfield joint venture to build a series of high-density polyethylene (HDPE) plants in China and the joint venture of a brand new petrochemicals complex in Tianjin.
This is recognised as the Cross-border Deal of the Year 2022 by China Business Law Journal and as the M&A Deal of the Year 2023 by Asian Legal Business.
Contacts
Corporate and M&A: Justin Chan, Hywel Davies
Competition: Natalie Yeung
Financing: Lisa Chung
We advised Japan Industrial Partners on the European, Middle Eastern, African, and Australasian aspects of its $15.2 billion buy-out offer for Toshiba, recommended by Toshiba's board. The deal, Japan's largest-ever take-private transaction, valued Toshiba at ¥4,620 ($35) per share.
This is recognised as the Domestic Deal of the Year by IFLR Asia-Pacific Awards 2024.
Contacts
We advised on the demerger of its US business, Jackson Financial Inc. and its group, from Prudential, resulting in two separately-listed companies and its Hong Kong public offer and international placing.
The demerger, which is subject to shareholder approval, will complete Prudential’s strategic transformation and will enable it to focus exclusively on its higher-growth and higher risk-adjusted return businesses in Asia and Africa, making it one of the largest Asia and Africa-focused life insurance and asset management businesses.
Contact
We advised on its US$2.3 billion pre-conditional voluntary partial cash offer to acquire a controlling stake in Kerry Logistics. The pre-conditions include, amongst others, those relating to CFIUS, a mandatory general offer that may be triggered for a Thai listed subsidiary of Kerry Logistics, PRC antitrust and other governmental approvals, shareholders’ approvals, SFC approvals for special deals (see below) and a Stock Exchange waiver for Kerry Logistics’s public float to be reduced to 15% (which has been obtained).
In relation to the partial offer, SF Holding and the Offeror have entered into a shareholders’ agreement with certain controlling shareholders of Kerry Logistics, namely Kerry Holdings and Kerry Properties Limited regarding corporate governance matters of Kerry Logistics. It is proposed that Kerry Logistics will sell its warehouses in Hong Kong to Kerry Holdings, and Kerry Logistics will provide warehouse management services in those warehouses to Kerry Holdings. Brand licence agreements are proposed in relation to the trademarks and right to use the Kerry names. Kerry Logistics also proposes the sale of its Taiwan business to Kerry Holdings. All of these would constitute special deals in relation to the partial offer under Rule 25 of the Takeovers Code, as well as (where applicable) connected and notifiable transactions under the Listing Rules.
Contacts
Corporate and M&A: Benita Yu, Chris McGaffin
Competition: Natalie Yeung
We advised on the global offering and listing of SenseTime Group Inc. on the Main Board of the Hong Kong Stock Exchange, raising approximately US$740 million for the issue of 4.5% of SenseTime’s enlarged issued share capital, before any exercise of the over-allotment option. We advised the joint sponsors China International Capital Corporation Hong Kong Securities Limited, Haitong International Capital Limited and HSBC Corporate Finance (Hong Kong) Limited, as well as the joint global coordinators, the joint bookrunners and the underwriters as to Hong Kong and U.S. laws on the global offering and the HK listing.
This is recognised as the Capital Markets Deal of the Year 2022 by China Business Law Journal.
Contact
We advised Shenyang Automobile on its acquisition of 100% of Huachen Automotive Group for up to RMB16.4 billion (USD2.3 billion), as part of a restructuring plan approved by Huachen’s creditors and the Shenyang Intermediate People’s Court.
The acquisition includes the full Huachen group, notably a 29.99% stake in Brilliance China, which in turn holds a 25% interest in BMW Brilliance Automotive. This is the largest restructuring in the PRC automotive industry to date and marks a significant step for Shenyang Automobile as the new State-owned platform for the sector.
This is recognised as the Equity Liquidation, Bankruptcy and Restructuring Deal of the Year 2024 by China Business Law Journal.
Contacts
We advised on its US1.015 billion acquisition of the Coca-Cola bottling operations in Vietnam and Cambodia and its acquisition of six of the beverage preparation and packaging subsidiaries of Coca-Cola Bottlers Manufacturing Holdings.
The China acquisition is recognised as the Cross-border Deal of the Year 2022 by China Business Law Journal.
Contacts
Key CONTACTS
If you have any questions, please feel free to contact any of the following partners or your usual contact.
They clearly have a depth of relevant experience and were helpful in providing market comparators on various commercial points. They are extremely responsive and proactive, which makes them a go-to choice for clients and banks alike when opting for a legal adviser. Chambers Greater China Region