On August 17th 2018, the NYSE and the LSE listed company Diageo plc (“Diageo”, NYSE: DEO, LSE: DGE) completed its partial tender offer of A-share listing company Sichuan Shuijingfang Company Ltd. (stock code: 600779, ”Shuijingfang”) through its private subsidiary Grand Metropolitan International Holdings Limited (“acquirer”), the payment, registration and delivery were successfully completed. The acquiring price was RMB 61.8 per share, the proposed acquiring shares were 99,127,820, the deal amount was RMB 6.084 billion in total. After the tender offer, Diageo and its affiliates hold 60% equity shares of Shuijingfang in total. JunHe acted as PRC legal counsel to Shuijingfang in this project.
Shuijingfang is the only foreign controlled spirit listing company in China, the “Shuijingfang” spirit is a famous spirit brand in China. The origin of Shuijingfang dates back to 600 years ago, the “Shuijing Street Spirit Lane Relic”, which was recognized as “Chinese Top 1 Spirit Lane”. The relic was recognized as national cultural relic protection unit by the State of Council, the traditional spirit brewing art was recognized as nation-rated non-material cultural legacy. Before the acquisition, Diageo held 39.71% equity shares of Shuijingfang indirectly.
As a global wine company and a world-leading high end company, Diageo owns many wine brands (including Smirnoff、Johnnie Walker、Guinness and so on), its business launched in more than 180 states and regions around the world and was listed on the LSE and NYSE.
JunHe, as the PRC legal counsel to Shuijingfang, participated in the whole process of the project and provided legal services including the design and determination of the deal structure, legal due diligence and legal opinions, approval/registration from government, drafting and reviewing partial documents of listed company, assisting Shuijingfang to coordinate with multiple parties. The JunHe team communicated efficiently and cooperated closely with multiple parties to assist in the delivery of the project in the planned timeframe.
JunHe team’s performance was highly recognized and commended by the client and other parties.