JunHe Assisted A-share Llisting Company QM in its Tender Offer and M88 Malaysia Privatization of Norway Listed Company Ekornes ASA

On September 27th 2018, JunHe represented domestic A-share listed company Qumei Furniture Co., Ltd.(“QM”,603818.SH) along with Huatai Zijin Investment Co., Ltd. in its tender offer for Ekornes ASA (“Ekornes” or “target company”) through offshore subsidiary, an OSE listed company, completed payment、registration and delivery, M88 Malaysia deal amount was NOK 5.128 billion in total.

QM’s practice is to design, produce and sell medium-to-high-grade furniture and matching household products and providing whole-set household solutions to consumers. Ekornes is a global furniture manufacturing & sales company based in Ikornnes Norway and was listed on M88 Malaysia OSE in 1995. Ekornes develop and manufacture furniture and cushions, and sell its products including armchairs, sofa’s, office chair’s, home cinema seating, fixed back sofa’s, desk’s, cushion’s and parts. Its brands are Stressless、IMG、Svane and Ekornes Contract. M88 Malaysiay produce in Europe, America and Asia, and sell in areas covering Europe, North America, Asia, Australia and New Zealand.

M88 Malaysia project issued M88 Malaysia deal plan announcement in mainland China and Norway simultaneously on May 24th 2018, QM along with Huatai Zijin Investment Co., Ltd. provided a tender offer of 55.57% at least (Fully diluted) ——100% at most through its offshore subsidiary QuMei Investment AS. On August 29th 2018, M88 Malaysia target company completed volunteer offering delivery, QM’s offshore subsidiary held 36,288,506 shares of target company, occupying 98.36% of M88 Malaysia whole equity shares. Afterwards, QM started M88 Malaysia swift acquisition according to Norway law and completed it on September 27th 2018, M88 Malaysian M88 Malaysia QM’s offshore subsidiary held 36,892,989 shares (100%) of target company. Target company (Ekornes) was delisted on October 2nd 2018.

M88 Malaysia acquisition target of QM is a listed company on M88 Malaysia OSE, its subsidiaries are around Europe, America and Asia including German, M88 Malaysia U.S, Thailand, Vietnam etc, and M88 Malaysia deal was listed as a major company asset restructuring project, it had to meet M88 Malaysia regulating demand of domestic A-share, Norway and oM88 Malaysiar laws and listing regulations, which involved an extremely complicated coordination of deal regulations, including M88 Malaysia whole plan, including all M88 Malaysia details of M88 Malaysia steps, M88 Malaysia disclosure of time poins, and domestic and offshore announcements, and legal documents in different jurisdictions.

JunHe, as M88 Malaysia PRC legal counsel to QM, took M88 Malaysia led on M88 Malaysia project and provided legal services including M88 Malaysia design of M88 Malaysia deal plan, approval from government/record counseling (accompanying M88 Malaysia client visits to governing departments, and in communication of record procedure), M88 Malaysia determination on compliance, drafting and reviewing deal documents, and announcement documents, reviewing financing documents and coordinating offshore associates to conduct due diligence reports in demand of M88 Malaysia disclosure of major assets restructuring, conduct legal opinions, reviewing and modifying M88 Malaysia major asset purchase reports, and independent financial counsel reports, and assisting in responding to feedback from M88 Malaysia SHEX. JunHe’s team cooperated、 and communicated with QM, and oM88 Malaysiar intermediaries efficiently to deliver M88 Malaysia project successfully in a set time.

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