Public Takeovers in Hong Kong
Charltons provides high impact advice to clients involved in public M&A transactions in Hong Kong, including offerors, targets, controlling and minority shareholders, boards of directors and special committees, financial advisers and concert group members. As well as mandatory, voluntary and recommended offers, Charltons has advised on some of the very few hostile takeovers in the Hong Kong market. We have also structured and advised on successful privatisations in Hong Kong in recent years. We have advised on public M&A transactions across a range of industries, and are particularly experienced in deals in the natural resources sector.
We aim to provide smart and practical advice when encountering the many issues that typically arise in the course of a public M&A transaction, including stake building, statutory disclosure of interests and mandatory offer thresholds under the Takeovers Code, preparing for the bid and preliminary communications, negotiating preliminary documents and deal protection measures (such as offer letters, term sheets, exclusivity, standstill and non-solicitation agreements, break-up fees, board support letters, matching rights), structuring and advising on the form of legal process to implement the deal (such as offers and schemes of arrangement), drafting bid consortium agreements, irrevocable undertakings, and offer and response documents, responding to competing offers, directors’ fiduciary duties, defensive measures, protections for minority shareholders and mechanisms to buy-out shareholders. We also advise on executive and employee compensation issues, post-closing integration and transition. We manage relations with the SFC and, where the target is to be privatised, the Hong Kong Stock Exchange. We also advise on merger control and antitrust issues in Hong Kong.
Our multidisciplinary lawyers have wide experience across M&A, capital markets and corporate finance, as well as in dealing with the SFC, the Hong Kong Stock Exchange and other regulatory and governmental bodies in Hong Kong. Julia Charlton, our senior partner, was appointed to the SFC’s Takeovers and Mergers Panel and a member of the Takeovers Appeal Committee Panel in October 2005 and continues to serve on these panels. This experience gives us crucial insights into the complexities of Hong Kong public bids and the Takeovers Code framework, as well as an understanding of how the Takeovers and Mergers Panel and Takeovers Appeal Committee operate. We provide an insightful and highly personalised service to clients, delivering legal advice on complex issues in plain language.
As well as advising on public M&A in Hong Kong, we have wide experience of cross border and international public M&A deals, and have acted on some of the most ground breaking Chinese “outbound” M&A deals in recent years, including Zijin Mining’s acquisition of Monterrico Metals, one of the first takeovers of a UK listed company by a Chinese acquirer. The firm also has extensive personal links with firms in over 60 countries worldwide and often acts as the coordinating law firm for public M&A transactions when advice from multiple jurisdictions is required.