Slaughter and May is advising Alibaba on its US$3.6 billion acquisition of a controlling stake in Sun Art and the resulting US$2.2 billion mandatory general offer

Slaughter and May, Hong Kong, is advising Alibaba Group Holding Limited (Alibaba), in relation to its acquisition of a controlling stake in Sun Art Retail Group Limited (Sun Art), a company listed on the Hong Kong Stock Exchange for an aggregate consideration of approximately HK$28 billion (US$3.6 billion). The acquisition was announced and completed on 19 October 2020.

The acquisition will be made by Alibaba’s indirect wholly-owned subsidiary Taobao China Holding Limited, of 70.94% of A-RT Retail Holdings Limited, a holding company with a 51% shareholding in Sun Art, from Auchan Retail International S.A. and its subsidiary.

Pursuant to the Takeover Code, Alibaba will also make a mandatory general offer for the shares of Sun Art not held by Alibaba or its concert parties after the completion of the acquisition. The amount of cash required to implement the offer is up to approximately HK$17 billion (US$2.2 billion).

Alibaba, whose American depositary shares are listed on the New York Stock Exchange and whose ordinary shares are listed on the Hong Kong Stock Exchange, is the world’s largest online and mobile commerce company and has developed leading businesses in consumer e-commerce, online payment and financial services, business-to-business marketplaces, cloud computing, logistics and digital entertainment.

Sun Art is a Hong Kong-incorporated company listed on the Hong Kong Stock Exchange (Stock Code: 6808) and is principally engaged in the business of operation of hypermarkets and E-commerce platforms in the PRC.

Slaughter and May advised Alibaba in its initial investment into Sun Art in 2017.