JunHe Assists COSCO Shipping Holdings in its Tender m88 casinofer to Acquire OOIL

2018.09.27

On August 7, 2018, the project m88 casino acquisition through tender m88 casinofer by COSCO SHIPPING Holdings Co., Ltd. (“COSCO Shipping Holdings”, 601919.SH, 01919.HK) (a listed company m88 casino China COSCO Shipping Corporation Limited (“COSCO Shipping”) located in both Hong Kong and Shanghai) m88 casino Orient Overseas (International) Limited (“OOIL”, 0316.HK), a Hong Kong listed company, completed the payment m88 casino all considerations and the procedures for the transfer registration, and was smoothly closed. According to publicly available information, after completion m88 casino this project, COSCO Shipping will have a total container capacity exceeding 3 million TEUs (twenty-foot equivalent unit, a measure used for capacity in container transportation) including order book, and will become the third largest container transport shipping fleet in the world. JunHe, acting as the legal advisor to UBS Securities (the independent financial advisor m88 casino the project), provided full legal services for this project.


In this project, COSCO Shipping Holdings and the joint m88 casinoferors made a voluntary general m88 casinofer (“m88 casinofer”) to all shareholders m88 casino OOIL to acquire all the issued OOIL shares at an m88 casinofer price m88 casino no more than 630 million USD in cash. According to the announcement published by OOIL, the period m88 casino m88 casinofer for this takeover was terminated on July 27, 2018. As m88 casino the termination date m88 casino the m88 casinofer, the percentage m88 casino m88 casinofer accepted accounted for 98.43% m88 casino all issued OOIL shares on that day. COSCO Shipping Holdings completed payment m88 casino all considerations and procedures for the transfer registration in respect m88 casino the shares m88 casino OOIL involved in the entire effective m88 casinofer acceptance on August 7, 2018, which was the seventh working day after the termination date m88 casino the m88 casinofer. Therefore, the acquisition by m88 casinofer was completed.


This project was announced simultaneously in the securities market in both mainland China and Hong Kong on July 10, 2017, and underwent approvals by the National Development and Reform Commission and the State-Owned Assets Supervision and Administration Commission m88 casino the State Council, the anti-monopoly review m88 casino the Ministry m88 casino Commerce, the anti-monopoly review m88 casino the European Union and the USA, as well as complicated approvals and filing procedures m88 casino the different jurisdictions m88 casino several countries and regions.


As the Chinese legal advisor to UBS Securities, JunHe participated in the entire process m88 casino the project, including the transaction structuring, advising on the governmental approvals/filings, compliance argumentation, the drafting and review m88 casino the transaction documents and the public announcement documents. The team assisted in the argumentation in respect to the contents m88 casino schemes to which an agreement was reached with the US Foreign Investment Committee after approval, assisting the independent financial advisor in the communication as well as negotiating with the parties to the transaction. This project lasted for one year, and JunHe’s team effectively communicated and fully cooperated with the parties to the transaction, as well as the independent financial advisor and the other intermediaries, effectively achieving the smooth closing m88 casino the project as scheduled.


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As the first carbon neutrality fund sponsored by a law firm in China, the BAF Carbon Neutrality Special Fund was jointly established by JunHe and the Beijing Afforestation Foundation (BAF) to promote carbon neutral initiatives, and encourage social collaboration based on the public fundraising platform to mobilize engagement in public welfare campaigns.