Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Fangda is known in the market for partnering with top international law firms to help clients on major cross border M&A transactions. When clients are asked for feedback on the firm they compliment the firm’s knowledge of the PRC market and ability to support clients in meeting their business goals. “The firm really understands the space,” says one client, “and it knows what the client wants.”

Fangda Partners earned many significant M&A mandates across a variety of industry sectors this year, including its representation of Home Inns & Hotels Management in its acquisition of 100% of the equity interest in Motel 168 International Holdings. Partners Jonathan Zhou and George Xu led the team, which worked with international co-counsel Simpson Thacher & Bartlett on the US$470 million transaction.

Fangda’s M&A team also represented Goldman Sachs on its acquisition of a 12% share of Taiking Life Insurance. The partial acquisition, which completed in April 2011, was valued at US$940 million and represented the year’s largest investment in a Chinese insurance company. Fangda also represented Hewlett Packard in connection with its acquisition of 3Com, valued at US$2.7 billion.

Partners Victor Yu, Norman Zhong, Andrew Zhang, Yang Gao and Kenneth Lu are all leading M&A practitioners.

Haiwen & Partners routinely advises on major domestic, inbound and outbound transactions for companies and private equity houses. The firm is known for being able to handle complex M&A transactions across a wide range of sectors.

This past year, a Haiwen team led by partner Jiang Weibo represented China Mobile on its 20% stake acquisition of Shanghai Pudong Development Bank. China Mobile is the world’s largest mobile carrier by subscription, and the deal is being heralded as a possible bellwether for future alliances between the telecom and financial services sectors. China Mobile’s acquisition involved complex regulatory and compliance issues that required creative solutions.

Haiwen also recently represented Shenzhen Development Bank (SDB) when Ping An Insurance and subsidiary Ping An Life Insurance of China sought a 29.9% acquisition of SDB. The acquisition was a two-step process that included a share swap from Newbridge Agia AIV III and Ping An Life’s subscription of the non-public SDB shares. The Rmb6.9 million (US$1.1 million) deal was viewed as a new type of strategic alliance between Chinese insurance companies and commercial banks.

Jun He Law Offices has a strong reputation for advising large international corporations and private equity houses on headline M&A deals. One peer at a rival firm says: “Jun He is undoubtedly a first-tier firm”.

Over the last year, Jun He’s M&A team has represented Silver Lake as acquirer of 62% of the shares of Allyes Online Media that were held by Nasdaq-listed Focus Media. Cayman Islands-incorporated Allyes Online Media is a top online advertisement company in China with 17 subsidiaries. The Silver Lake Deal could indicate an increased tendency for private equity investors to acquire Chinese companies with solid red-chip structures. Partner Wei Yingling led Jun He’s team on the US$180 million deal, which was also one of China’s largest inbound private equity investments in 2010.

King & Wood is inarguably one of the top firms in the China M&A space, and is able to boast high profile mandates from multinationals looking to make inbound China acquisitions. The firm’s strong competition and antitrust team is also an asset to clients looking to make successful inbound acquisitions while navigating Mofcom. One client praised this element of the M&A practice by saying: “King & Wood has a strong antitrust team. It has a large group, especially considering the size of the firm.”

King & Wood’s M&A partners recently advised Beijing Wild Wolf Investment Consulting on its 100% share acquisition of Beijing Globallink Computer Technology and Ourgame Asset (OAL) from South Korean-listed NHN and Shanghai-listed SeaRainbow Holdings. Partner Jing Gang led the King & Wood team, which acted as adviser and coordinator for Beijing Wild Wolf Investment Consulting on the December 2010 transaction.

A King & Wood team, led by partner Susan Ning, also recently represented pharmaceutical company Alcon on the proposed US$28 billion acquisition by Novartis. The proposed deal was conditionally approved by Mofcom, after which Novartis was Alcon’s majority shareholder.

Partners Xiaolei Yang, Lizi Tang, Tingmai Cai, Ping Xu and Zhigang Liu are all leaders in the firm’s M&A team.

Peers in the market recognise Llinks for its solid understanding of the Chinese market and its ability to earn top quality mandates despite its relatively small size. One partner at a rival firm says: “Although Llinks is not the largest firm, it is really known for doing top quality work.”

A key deal this past year was advising on the restructuring of SVA Information by the Shanghai Media Group (SMG). Llinks represented SMG on: its takeover of listed companies within SVA Information, the sale of the listed companies’ assets to Shanghai Yidian, and on the resulting restructuring. Partners Christophe Han and Wayne Chen led Llink’s team in the Rmb1.99 billion (US$308 million) deal, which was made even more complex because the sale of the assets and the restructuring were mutually conditional and had to be executed at the same time.

Llinks’ M&A team also represented TB Partners in its acquisition of a stake in Qinheyuan Aged Care Service Group. The group provides aged care services and has 11 subsidiaries in the PRC.

Zhong Lun has long been known as the top firm in China for real estate related work, and this has provided a solid base from which it has been able to launch a leading real estate M&A practice. One partner at a rival firm praises Zhong Lun’s work: “Zhong Lun is really a top firm for real estate M&A. It really knows what it is doing in this area. It has the relationships, and nobody else really comes close.”

In the last year, Zhong Lun’s M&A team represented top developer-client SOHO China on several acquisitions. For example, Zhong Lun represented the company on an agreement to acquire a land project at Sichuan North Road Station of Subway Line 10 in Shanghai’s Hongkou District. This was valued at Rmb1.5 billion (US$232 million) and was SOHO China’s fourth acquisition in 2011. SOHO China now has a presence in seven central business districts including Nanjing West Road, the Bund, Hongqiao Transportation Hub, Huaihai Middle Road, Changshou Road, Sichuan North Road and Xujiahui.

Partner Anthony Qiao is a leading lawyer in the practice.

Grandall Law Firm is well known in the market as a leader in handling large volumes of M&A transactions, and often leads domestic firms in the merger tables. The firm’s primary focus is on domestic and cross border M&A work for Chinese companies.

The M&A team at Jingtian & Gongcheng has a history of representing foreign companies in acquiring domestic enterprises, as well as working on domestic takeovers and reorganisation matters for listed companies.

The firm was recently appointed as permanent Chinese counsel by one of the world’s largest telecom companies Telefonica, which is the second largest shareholder in China Unicom. Partner Hongjiu Zhang is known in the market as a leading lawyer.

Boss & Young has been active in the M&A space this year, and leading partner Hubert Tse has represented M&A clients on several important mandates. For example, Tse recently represented a listed Asian financial services group on its acquisition of a 15% equity stake in a PRC futures company. The US$50 million transaction was unusual in that it involved two Chinese futures companies.

Guantao Law Firm has had a busy year on the M&A side. In one deal, the firm’s M&A team represented Ming Fai Holdings on its acquisition of the entire issued share capital and related shareholder’s loan of All Team Group. Hong Kong-listed Ming Fai International is a Cayman incorporated company.

HHP

HHP has been involved in M&A transactions across a variety of sectors over the last 12 months. In one recent deal, the firm represented Yin Science & Technology in its private placement with DFJ VC. The transaction was a successful pre-IPO investment as well as a second round private placement. Head of department Jason Cheng leads on many of HHP’s major M&A transactions.