Slaughter and May is advising Hainan Airport Infrastructure on its acquisition of a controlling stake in Hainan Meilan Airport and the resulting possible mandatory cash offers for a total consideration of up to US$645m

Slaughter and May is advising Hainan Airport Infrastructure Co., Ltd. (Hainan Airport Infrastructure) in relation to its acquisition of Hainan Meilan International Airport Company Limited (Hainan Meilan Airport), a company listed on the Hong Kong Stock Exchange, through the acquisition of domestic shares representing approximately 50.19% of the issued share capital of Hainan Meilan Airport from Haikou Meilan International Airport Company Limited, the current controlling shareholder of Hainan Meilan Airport for an aggregate consideration of approximately RMB2.3 billion (US$322 million) (the Share Purchase), which may result in a mandatory general offer.

Pursuant to the Hong Kong Takeovers Code, on completion of the Share Purchase, Hainan Airport Infrastructure will be required to extend unconditional mandatory general offers in cash for the remaining domestic shares and the H shares of Hainan Meilan Airport. The offer for the domestic shares will be made by Hainan Airport Infrastructure and the offer for the H shares will be made by China International Capital Corporation Hong Kong Securities Limited on behalf of Hainan Airport Infrastructure (Hongkong) Limited, a wholly-owned subsidiary of Hainan Airport Infrastructure (Hainan Airport Infrastructure (HK)). The maximum total consideration in cash to be paid under the resulting offers is approximately US$323 million in total. 

Hainan Airport Infrastructure is a company listed on the Shanghai Stock Exchange. It is principally engaged in airport management, duty free and commercial property operation, real estate, property management and hotel businesses. Hainan Airport Infrastructure (HK) is a direct wholly-owned subsidiary of Hainan Airport Infrastructure and is principally engaged in investment holding. 

Hainan Meilan Airport and its subsidiaries are principally engaged in both aviation and non-aviation businesses.

Benita Yu, senior partner and lead partner for the transaction, comments: “We are excited to be advising Hainan Airport Infrastructure on its strategic investment in Hainan Meilan Airport, a landmark deal in the infrastructure sector which is attracting increased interest from investors. We look forward to seeing the strategic benefits that Hainan Airport Infrastructure will through this transaction bring to Hainan Meilan Airport.”