Slaughter and May is advising AsiaInfo Security in its USD230M proposed acquisition of shares in AsiaInfo Technologies

Slaughter and May, Hong Kong, is acting for AsiaInfo Security Technologies Co., Limited (the “Purchaser”) in relation to the proposed acquisition of up to approximately 20.316% of the issued share capital of AsiaInfo Technologies Limited (the “Company”), from Skipper Investment Limited (the “Seller”) (a company controlled by Zhang Yichen and which holds approximately 22.872% of the issued share capital of the Company), for up to approximately HK$1.80 billion (US$232 million) (the “Proposed Transaction”). The Proposed Transaction was announced on 16 January 2023.

Pursuant to a voting rights entrustment agreement (the “Voting Rights Agreement”), Dr. Tian Suning (“Dr. Tian”), the ultimate controller of the Purchaser and chairman/executive director of the Company, and certain entities controlled by Dr. Tian, will entrust the voting rights in their shares in the Company, expected to represent approximately 9.60% of the issued share capital of the Company, to the Purchaser immediately after completion of the Proposed Transaction.

Upon completion of the Proposed Transaction and taking into account the Voting Rights Agreement, the Purchaser and its subsidiaries will be entitled to exercise the voting rights with respect to approximately between 28.808% and 29.921% of the issued share capital of the Company.

Completion of the Proposed Transaction is conditional on certain conditions, including but not limited to, no mandatory general offer obligation being triggered, shareholders’ approvals of the Company for change of the composition of its board, shareholders’ approval of the Purchaser as a material asset restructuring, PRC government and anti-trust approvals and completion of secondary sale and/or distribution of shares in the Company by affiliates of the Purchaser and the Seller.

The Purchaser is listed on the Shanghai Stock Exchange. It is a leading player in the field of cyber security software in the PRC. It is committed to safeguarding the industrial internet and has become a security intelligent platform enterprise that protects the cloud, network, edge, and endpoints in the 5G era and cloud networking.

The Company is listed on the Hong Kong Stock Exchange. It is a leading software product, solution, and service provider in the PRC and a leading provider of full-stack capacities with digital-intelligence.

Benita Yu, lead partner, comments, “We are delighted to assist AsiaInfo Security in navigating through complex legal and regulatory requirements and negotiations to achieve the signing of the deal. This is a significant transaction in the cyber security sector whose development we are excited to be part of.”