On October 29, 2015, the project by Blue Star New Chemical Materials Co., Ltd. (BSNCM, 600299.SH) acquiring the equity interests of Bluestar Adisseo Nutrition Group Limited (Adisseo Group) held by its controlling shareholder China National Bluestar (Group) Co. Ltd. (Bluestar Group) through a material assets exchange, the issuing of new shares and payment of cash and related financing activities was completed, and BSNCM was renamed Bluestar Adisseo Co., Ltd. This transaction amounted to RMB10.6 billion.
The target company in this restructuring, the Adisseo Group, was headquartered in France. The Harvard Business School used the acquisition of Adisseo Group by Bluestar Group in 2006 as a classic case of cross-border M&A. Adisseo Group was a global leader in the research, development, manufacturing and sales of animal nutritional additives with over 75 years of experience in production and R&D. Their main products included methionine, vitamins and enzyme preparations. In 2014, it had the second largest share in the world in the methionine market and was also one of only two manufacturers that were able to produce both solid and liquid methionine products. Adisseo Group was a company incorporated in Hong Kong with 28 subsidiaries, of which 26 were based in foreign countries, with over 80% of the production and sales taking place abroad. After the completion of this restructuring, BSNCM will become a public company listed on the A-share market in the life-science sector by solely holding the overseas equity of Adisseo Group, and the first A-share listed company having international shares. This project is the first case of a central enterprise listing on the A-share market after the acquisition of a foreign company by implementing the ‘Go Out’ strategy. It is also the first case of conducting the sale of substantial assets and material assets restructuring concurrently, and successfully retaining the shell resource by restructuring.
This restructuring involved the demonstration and solution of many relatively complex legal issues, including an analysis of the feasibility of the two-step approach composed of the sales of substantial assets and material assets restructuring; the adjustment of the target, the way of issuance of new shares, the purchasers of such shares, the subscription approach, the pricing benchmark date, issuance price, issuance number and lock-up period; the effect of a great fluctuation of the euro exchange rate on the valuation of this restructuring and performance compensation; the disclosure of Adisseo Group’s overseas preferred stock arrangement and privileges of preferred stockholders and its influence on the future governance of the public company; the legal risks in the operation of foreign enterprises and cross-border regulations; the risks due to equity concentration after the restructuring; and the risk of an anti-monopoly investigation faced by Adisseo Group in cross-border operations.
。As the legal counsel of the public company in this restructuring project, JunHe actively participated in the demonstration and implementation of the restructuring plan, assisted the client and intermediary agencies with communications with CSRC, SASAC, the stock exchange and the securities regulatory bureau and carried out a lot of work on the drafting, negotiation, modification and translation of the domestic and foreign transaction documents. JunHe also participated in the drafting of legal opinions, the reply on the feedback from CSRC and SASAC, the preparations of application materials, the delivery of assets and witnessing the non-public offering of stocks for financing purposes and coordinated with 16 law firms from different countries and regions including Hong Kong, France, Spain and others on the due diligence on foreign companies and the issuance of legal opinions. In this project, the sale of substantial assets at an early stage was completed in December 2014; the application for material assets restructuring was accepted by CSRC at the end of April 2015 and was approved unconditionally by the M&A and Restructuring Committee of CSRC in June 2015; the restructuring was approved by CSRC in July 2015 and completed in October 2015.
The lead partners in this project are Mr. Wang Jian and Ms. Qu Huiqing.