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, the 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 the 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. They produce in Europe, America and Asia, and sell in areas covering Europe, North America, Asia, Australia and New Zealand.
The project issued the 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, the target company completed volunteer offering delivery, QM’s offshore subsidiary held 36,288,506 shares of target company, occupying 98.36% of the whole equity shares. Afterwards, QM started the swift acquisition according to Norway law and completed it on September 27th 2018, then the QM’s offshore subsidiary held 36,892,989 shares (100%) of target company. Target company (Ekornes) was delisted on October 2nd 2018.
The acquisition target of QM is a listed company on the OSE, its subsidiaries are around Europe, America and Asia including German, the U.S, Thailand, Vietnam etc, and the deal was listed as a major company asset restructuring project, it had to meet the regulating demand of domestic A-share, Norway and other laws and listing regulations, which involved an extremely complicated coordination of deal regulations, including the whole plan, including all the details of the steps, the disclosure of time poins, and domestic and offshore announcements, and legal documents in different jurisdictions.
JunHe, as the PRC legal counsel to QM, took the led on the project and provided legal services including the design of the deal plan, approval from government/record counseling (accompanying the client visits to governing departments, and in communication of record procedure), the 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 the disclosure of major assets restructuring, conduct legal opinions, reviewing and modifying the major asset purchase reports, and independent financial counsel reports, and assisting in responding to feedback from the SHEX. JunHe’s team cooperated、 and communicated with QM, and other intermediaries efficiently to deliver the project successfully in a set time.