China Biologic’s $4.76 Billion Going-Private Transaction

Davis Polk and Harneys advised the special committee of the board of directors of China Biologic Products Holdings, Inc. in the transaction. Kirkland & Ellis and Fangda acted as the lead counsel to a consortium of investors, and Weil, Gotshal & Manges LLP advised Hillhouse Capital, as a member of the buyer consortium. Onshore US counsel included Wilson Sonsini Goodrich & Rosati.

China Biologic Products Holdings, Inc. (“China Biologic”) announced its going-private acquisition by a consortium consisting of certain funds affiliated with Centurium Capital, CITIC Capital, Mr. Marc Chan, Hillhouse Capital and Temasek and Mr. Joseph Chow, CEO and chairman of the board of directors of CBPO and their respective affiliates, which transaction implies an equity value of China Biologic of approximately $4.76 billion. The transaction is subject to customary closing conditions, including the approval by the shareholders of China Biologic, and is expected to close in the first half of 2021.

Headquartered in Beijing, China, and listed on Nasdaq, China Biologic is a leading fully integrated plasma-based biopharmaceutical company in China. Its products are used as critical therapies during medical emergencies and for the prevention and treatment of life-threatening diseases and immune-deficiency related diseases.

The Davis Polk corporate team included partner Howard Zhang (Picture), counsel – registered foreign lawyer Yunpeng Fan and registered foreign lawyers Jie Zhang and Mo Zhou. Associate Kai Sun provided Hong Kong law advice.

The Harneys team was led by Partners Julie Engwirda, Ian Mann, and Senior Associate James Granby, with support from Partners Paul Sephton, Raymond Ng, Lishi Fong, Paul Madden, and Senior Associate Anya Park.

The Kirkland team was led by transactional partners Gary Li, Xiaoxi Lin, Sarkis Jebejian, Julia Yu, James Hu and Pierre-Luc Arsenault. The team also included debt finance partner Jacqueline Zheng, investment funds partners Justin Dolling and Jennifer Feng, capital markets partners Joshua Korff and Ben James, litigation partner Matthew Solum, tax partners Michael Beinus and Devin Heckman, and government and internal investigations partner Cori Lable. Transactional partner Joey Chau advised on the Hong Kong regulatory aspect of the transaction.

The Fangda corporate team was led by partners Leo Lou and Diana Li, and team members included Elaine Wang, Shuwen Hu, Tingting Huang, Siyu Chen, Xiaobo Wen, Jiali Yang, and Yifei Huang. The banking & finance team was led by partner Stanley Chen, supported by Harry Xu.

The Weil team was led by Hong Kong Private Equity partners Tim Gardner and Chris Welty and included Private Equity counsel Kris Desrosiers.

Wilson Sonsini Goodrich & Rosati acted as international counsel to PW Medtech Group Limited in the share sale and CBPO’s going-private transactions, and as the co-U.S. legal counsel and Hong Kong legal counsel to the buyer group in CBPO’s going-private transaction. The Wilson Sonsini team was led by partners Weiheng Chen, Jie Zhu, and Wanda Woo, and included Jill Sheng, Leo Zhou, Billy Yiu, Helen Wang, and Jingxian Huang.

Involved fees earner: Yunpeng Fan – Davis Polk & Wardwell; Kai Sun – Davis Polk & Wardwell; Howard Zhang – Davis Polk & Wardwell; Jie Zhang – Davis Polk & Wardwell; Mo Zhou – Davis Polk & Wardwell; Siyu Chen – Fangda Partners; Stanley Chen – Fangda Partners; Shuwen Hu – Fangda Partners; Tingting Huang – Fangda Partners; Yifei Huang – Fangda Partners; Diana Li – Fangda Partners; Leo Lou – Fangda Partners; Elaine Wang – Fangda Partners; Xiaobo Wen – Fangda Partners; Harry Xu – Fangda Partners; Jiali Yang – Fangda Partners; Julie Engwirda – Harneys; Lishi Fong – Harneys; James Granby – Harneys; Paul Madden – Harneys; Ian Mann – Harneys; Raymond Ng – Harneys; Anya Park – Harneys; Paul Sephton – Harneys; Pierre-Luc Arsenault – Kirkland & Ellis; Michael Beinus – Kirkland & Ellis; Joey Chau – Kirkland & Ellis; Justin Dolling – Kirkland & Ellis; Jennifer Feng – Kirkland & Ellis; Devin Heckman – Kirkland & Ellis; James Hu – Kirkland & Ellis; Ben James – Kirkland & Ellis; Sarkis Jebejian – Kirkland & Ellis; Joshua Korff – Kirkland & Ellis; Cori Lable – Kirkland & Ellis; Gary Li – Kirkland & Ellis; Xiaoxi Lin – Kirkland & Ellis; Matthew Solum – Kirkland & Ellis; Julia Yu – Kirkland & Ellis; Jacqueline Zheng – Kirkland & Ellis; Kris Desrosiers – Weil, Gotshal & Manges; Tim Gardner – Weil, Gotshal & Manges; Chris Welty – Weil, Gotshal & Manges; Weiheng Chen – Wilson Sonsini Goodrich & Rosati; Jill Sheng – Wilson Sonsini Goodrich & Rosati; Helen Wang – Wilson Sonsini Goodrich & Rosati; Wanda Woo – Wilson Sonsini Goodrich & Rosati; Billy Yiu – Wilson Sonsini Goodrich & Rosati; Leo Zhou – Wilson Sonsini Goodrich & Rosati; Jie Zhu – Wilson Sonsini Goodrich & Rosati;

Law Firms: Davis Polk & Wardwell; Fangda Partners; Harneys; Kirkland & Ellis; Weil, Gotshal & Manges; Wilson Sonsini Goodrich & Rosati;

Clients: Centurium Capital; China Biologic Products – Special Committee of the Board of Directors; China Biologic Products Holdings; Chow Joseph; CITIC Capital; Hillhouse Capital Management; PW Medtech Group Limited; Temasek;

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Author: Michael Patrini