Through the co-established Baker McKenzie FenXun Joint Operation platform, global law firm Baker McKenzie and Chinese law firm FenXun offered both international and PRC domestic law advice to Jin Jiang International Holding Company Limited ("Jin Jiang International" or "Offeror") on the privatization of Hong Kong-listed Shanghai Jin Jiang Capital Company Limited ("Shanghai Jin Jiang Capital" or "Company"; Stock Code: 2006) by way of merger by absorption under PRC law. The cash consideration paid by the Offeror was approximately HKD 4.3 billion. The H shares of Shanghai Jin Jiang Capital were delisted from the Hong Kong Stock Exchange on 5 May 2022.
Jin Jiang International as the Offeror is one of the largest hotel and tourism conglomerates in terms of scale in the PRC. It is a state-owned enterprise controlled by Shanghai SASAC, and is the controlling shareholder of Shanghai Jin Jiang Capital. Orient Capital (Hong Kong) Limited and Nomura International (Hong Kong) Limited acted as the financial advisers to the Offeror.
Shanghai Jin Jiang Capital is a joint stock limited company incorporated in the PRC and listed on the Main Board of the Hong Kong Stock Exchange. The Company is principally engaged in full service hotel operation and management, select service hotel operation and franchising, restaurant operation, passenger transport logistics, travel agency and other related businesses.
The International Capital Markets team was led by partners Christina Lee (Hong Kong) and Hang Wang (Beijing) of Baker McKenzie, with support from special counsel Janice Wong and associate Ray Chan from Baker McKenzie (Hong Kong), and counsel Shirley You and associate Charlotte Cao from the International Capital Markets team of FenXun (Shanghai).
Partner Yingzhe Wang of FenXun led the team that provided domestic Chinese law advice, with assistance from associates Wentao Weng and Chaochen Li from FenXun (Beijing).
Commenting on the deal, Hang Wang said, "Drawing on our strengths in public M&A, capital markets and financing transactions, along with our strong tax advisory capabilities, we were able to assist our client in addressing the full array of legal issues relating to the deal, including Hong Kong securities law as well as PRC law in relation to corporate, financing and tax issues. This deal demonstrates our ability to offer a one-stop shop solution and the value that our joint operation platform brings."
"Privatization gives companies a new opportunity to reevaluate their business. We are extremely pleased that we were able to bring this strategically important transaction to a successful close for our long-standing client, Jin Jiang International," Yingzhe Wang, Managing Partner and Head of the Public M&A and Capital Markets practice at FenXun, said: "With no end in sight for the uncertainties brought on by COVID, we expect to see a steady trend towards privatization, particularly among companies in industries that have been heavily impacted by the pandemic."
Baker McKenzie is one of the leading firms for complex transactions, providing strategic advice on deals involving the world’s leading financial institutions and multinational companies. The Firm regularly advises target companies, offerors, selling shareholders and financial advisers on the acquisition and disposal of companies listed on stock exchanges in key major financial centers, as well as issuers on their proposed listing and fund-raising activities in different jurisdictions. With many of its lawyers enjoying established working relationships with local regulators in Hong Kong and other key markets, the Firm is able to guide clients through all stages of the process, providing valuable insights on regulatory developments that could impact the value and feasibility of cross-border transactions, as well as on ongoing compliance issues. The team also assists listed companies in the restructuring of shareholdings, use of stock as consideration, and block trades.
FenXun regularly represents underwriters and issuers in debt and equity offerings on China's stock exchanges, and advises on bond and debenture issues, mutual fund issues and securities laws in China. The Firm also has deep experience in working with H-share companies and handling red chip stocks, as well as assisting in arranging Hong Kong and global offerings on the New York Stock Exchange, NASDAQ and other exchanges, and offerings under SEC Rule 144a.