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Mergers and acquisitions

 

 

Charltons

  • Charltons’ extensive experience in Hong Kong corporate finance makes us uniquely qualified to provide a first class legal service
  • Charltons have representative offices in Shanghai, Beijing and Yangon
  • Charltons was named the “Corporate Finance Law Firm of the Year in Hong Kong ” in the Corporate Intl Magazine Global Award 2014
  • Boutique Firm of the Year” was awarded to Charltons by Asian Legal Business for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014 and 2015
  • Hong Kong’s Top Independent Law Firm” was awarded to Charltons in the Euromoney Legal Media Group Asia Women in Business Law Awards 2012 and 2013
  • Equity Market Deal of the Year” was awarded to Charltons in 2011 by Asian Legal Business for advising on the AIA IPO
  • Excellent links and networks with law firms worldwide.
  • Julia Charlton was named a “Leading Lawyer” by Asia Law & Practice for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014 and 2015.
  • Asian Restructuring Deal of the Year” 2000 awarded to Charltons by International Financial Law Review for their work with Guangdong Investment Limited.
  • Finalist for China Law & Practice’s “Deal of the Year (M&A)” 2007 for the work on Zijin Mining Group Co Ltd.’s bid for Monterrico Metals plc.

Practice Areas

  • Capital Markets
    • – Global offerings and GDRs
    • – IPOs and Placings
    • – Listing on the Hong Kong, Shanghai, Shenzhen, London and Luxembourg stock exchanges
  • Corporate and Commercial
    • – Mergers and Acquisitions
    • – Joint ventures
    • – Stock exchange advisory
    • – Corporate governance
    • – Stock options
    • – Employment law
  • Mergers and Acquisitions
    • – Hong Kong Code on Takeovers and Mergers
    • – Public offerings
    • – Reverse takeovers
    • – Private acquisitions
    • – Due diligence in China and elsewhere in Asia
  • Derivatives
    • – Structuring listed and unlisted derivatives
    • – Placings on Hong Kong and Luxembourg listed warrants and other structured products
    • – Compliance and regulatory
  • Investment Funds: China and Offshore
    • – Authorised and unauthorised funds
    • – Stock exchange listing (including Hong Kong, Dublin, London, Cayman, Bermuda stock exchanges)
    • – Closed-end and open-ended structures
    • – Hedge funds
  • Securities
    • – Compliance and disclosure
    • – Dealing and advisory authorisations in Hong Kong and Mainland China
    • – Options
  • Restructuring
    • – Schemes of arrangement
    • – Workouts
    • – Corporate recovery
    • – Asset injections
  • Private Equity and Venture Capital
    • – Optimum PRC and offshore structures
    • – Preferred stock financing
    • – PRC regulations
    • – Exit Strategies
  • Investment
    • – China investment regulations
    • – Structuring a major foreign direct investment projects
    • – Evaluation and due diligence

Professional Experience

  • We have extensive experience in mergers & acquisitions in the local region as well as at a global level. We act for a number of investment banks, listed corporations, private companies, and have been substantially involved in a wide range of high-level international mergers and acquisitions.
  • We will designate a dedicated and experienced team to deliver first class legal services tailored to international clients.
  • Founded in Hong Kong, we have deep roots and knowledge of Chinese language and culture as well as a global perspective across international borders. Over the years, we have also established excellent links and networks with law firms worldwide.
  • With our three representative offices in Shanghai, Beijing and Yangon, and our experience working on numerous transactions in China, we have strong connections in China and have cultivated friendships with law firms with corporate and commercial practices throughout the PRC.

The Charltons Team

  • Our team is experienced in :
    • – Conducting due diligence in Hong Kong and China
    • – Structuring, negotiating and coordinating public and private M&A transactions in Hong Kong
    • – Coordinating multi-jurisdictional legal advice in M&A transactions

Team Profile: Julia Charlton

  • Julia Charlton – Partner
    • – Julia, LL.B (1st class Honours), A.K.C (Kings College, London) was admitted as a solicitor in England & Wales in 1985 and has practised as a solicitor in Hong Kong since 1987.
    • – Julia is a member of the Listing Committee of the Stock Exchange of Hong Kong Limited and the Takeovers Panel and the Takeovers Appeal Panel of the SFC.
    • – Julia was named a “Leading Lawyer” by Asia Law & Practice for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014 and 2015.
    • – Julia has extensive experience in China work and is a Mandarin speaker.

Our Involvement

  • As your Hong Kong legal adviser, we will be involved in :
    • – Drafting, negotiating and advising on all key legal deal documentation
    • – Advising on deal structure
    • – Coordinating due diligence
    • – Coordinating tender processes (in the case of auction sales)
    • – Advising on executive and employee compensation, post-closing integration and transition
    • – Advising on merger control and antitrust issues
    • – Preparing market and regulatory announcements

Our M&A Experience

Our recent M&A experience includes:

  • Advising a PRC based hospital and pharmaceutical group in respect of a US$175m pre-IPO equity investment by a North American based pension fund
  • Advising a major PRC State owned mining company listed on the Shanghai and HK Stock Exchanges on the acquisition of an ASX listed gold producer, the acquisition of the entire interest of Long Province Resources Limited, the owner of gold mining assets in China’s Gansu province
  • Advising a major US retailer in connection with acquisition of interests in a PRC and Asian based online retailer who are engaged in online sales of branded goods
  • Advising the Hong Kong Stock Exchange listed target company, Seamless Green on a hostile takeover offer which was unsuccessful
  • Advising a HK listed PRC mining company on the proposed disposal of a major copper project in Peru to Glencore International AG
  • Advising a UK company on the equity swap involving the disposal of coal and anthracite projects in Tajikistan for equity interests in Kaisun Energy Group Limited, a HK listed company
  • Advising a major Vietnamese group on the acquisition of the HK holding company owning five prestigious hotels in Vietnam
  • Advising a Chinese Mining Consortium on the takeover of Monterrico Metals plc, a company listed on AIM with mining assets in Peru
  • Advising a major insurance loss adjuster on the asset and business acquisition of GAB Robins, a group specialising in insurance appraisals in Hong Kong and Taiwan
  • Advising a major PRC State owned mining company listed on the Shanghai and HK Stock Exchange on its takeover bid for Indophil Resources ML, an Australian publicly listed company and an explorer and developer of gold and copper-gold opportunities in the Asia-Pacific region, in particular, the Philippines
  • Advising a major PRC State owned mining company listed on the Shanghai and HK Stock Exchange on its acquisition of Commonwealth British Minerals Limited, a joint venture between Avocet Mining Plc and the Tajikistan government to explore, exploit and develop gold deposits and other minerals in Tajikistan
  • Advising a major PRC State owned mining company listed on the Shanghai and HK Stock Exchange on a possible tender offer to purchase a major gold-copper project in Chile
  • Advising a major PRC State owned mining company listed on the Shanghai and HK Stock Exchange on its acquisition of 60% participation interest in Altynken Limited Liability Company which engages in gold explorations projects in the Kyrgyz Republic
  • Advising the major shareholders of a HK listed company in connection with a restructuring mandatory unconditional cash offer and reverse takeover
  • Advising a HK GEM board listed company in respect of successfully defending a hostile takeover attempt by a shareholder of the company

International mergers and acquisitions

Hong Kong Code on Takeovers and Mergers

Reverse takeovers

Private M&A transactions in Hong Kong

Takeovers Appeal Panel of the SFC

Due diligence in Hong Kong

Hong Kong Stock Exchange

Glencore International AG

Merger and acquisition case studies

Advantages of mergers and acquisitions

Recent business takeovers
Mergers and acquisitions training
Top 10 mergers and acquisitions