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JunHe Assists COSCO Shipping Holdings in its Tender Offer to Acquire OOIL


On August 7, 2018, the project of acquisition through tender offer by COSCO SHIPPING Holdings Co., Ltd. (“COSCO Shipping Holdings”, 601919.SH, 01919.HK) (a listed company of China COSCO Shipping Corporation Limited (“COSCO Shipping”) located in both Hong Kong and Shanghai) of Orient Overseas (International) Limited (“OOIL”, 0316.HK), a Hong Kong listed company, completed the payment of all considerations and the procedures for the transfer registration, and was smoothly closed. According to publicly available information, after completion of 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 of the project), provided full legal services for this project.

In this project, COSCO Shipping Holdings and the joint offerors made a voluntary general offer (“Offer”) to all shareholders of OOIL to acquire all the issued OOIL shares at an offer price of no more than 630 million USD in cash. According to the announcement published by OOIL, the period of offer for this takeover was terminated on July 27, 2018. As of the termination date of the Offer, the percentage of Offer accepted accounted for 98.43% of all issued OOIL shares on that day. COSCO Shipping Holdings completed payment of all considerations and procedures for the transfer registration in respect of the shares of OOIL involved in the entire effective Offer acceptance on August 7, 2018, which was the seventh working day after the termination date of the Offer. Therefore, the acquisition by Offer 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 of the State Council, the anti-monopoly review of the Ministry of Commerce, the anti-monopoly review of the European Union and the USA, as well as complicated approvals and filing procedures of the different jurisdictions of several countries and regions.

As the Chinese legal advisor to UBS Securities, JunHe participated in the entire process of the project, including the transaction structuring, advising on the governmental approvals/filings, compliance argumentation, the drafting and review of the transaction documents and the public announcement documents. The team assisted in the argumentation in respect to the contents of 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 of the project as scheduled.

The leading partners in this project were XIAO, Wei, WANG, YiJIANG, Wenjun (Kelvin) and LI, Chenliang.

JunHe is the only Chinese law firm to be admitted as a member of Lex Mundi and Multilaw, two international networks of independent law firms. JunHe and selected top law firms in major European and Asian jurisdictions are “best friends.” Through these connections, we provide high quality legal services to clients doing business throughout the world.