Haier Smart Home’s Proposed Privatisation Of Haier Electronics Group

Clifford Chance advised Haier Smart Home Co., Ltd. on the deal.

Shanghai and Frankfurt listed Haier Smart Home Co., Ltd. (stock codes: SH 600690, 690D) proposed privatisation of its Hong Kong listed subsidiary Haier Electronics Group Co., Ltd. (stock code: 1169). The privatisation will be effected by a scheme of arrangement under which new H shares of Haier Smart Home will be offered in exchange for the shares held by the shareholders of Haier Electronics Group.

A novel element of the transaction will involve Haier Electronics Group making a cash payment of up to US$446 million to the scheme shareholders when the scheme of arrangement becomes effective. The privatisation proposal is one of the largest for a Hong Kong listed company announced thus far this year, valuing Haier Electronics Group at approximately US$11.4 billion.

In conjunction with the proposed privatisation, an application will be made to list the enlarged Haier Smart Home on the Hong Kong Stock Exchange. Upon the completion of the proposed privatisation and listing, Haier Smart Home will be listed on three major stock exchanges in Shanghai, Frankfurt and Hong Kong.

The deal also involves a proposed restructuring of certain listed exchangeable bonds issued by a member of Haier Smart Home. New convertible bonds will be issued to replace the exchangeable bonds.

The Clifford Chance’s team comprised: Partners Amy Lo (Picture) and Frank Yuen, senior associate Tommy Tam, associate Winnie Poon and trainee Ryan Siu, who advised on the privatisation; Partners Jean Thio and Xiang Tianning, counsel Wu Hao, senior associates Chen Sheng and Liu Gehuan, associate Fan Zhengyuan and trainee Jeffrey Lee, who advised on the listing; Partners Connie Heng, David Tsai and Mark Chan, and senior associate Torrance Shi, who advised on the restructuring of the exchangeable bonds; Partners Markus Stephanblome and Philipp Klöckner, who advised on German securities and regulatory issues; and

Partner Rocky Mui, who advised on Hong Kong securities and regulatory issues.

Involved fees earner: Mark Chan – Clifford Chance; Liu Gehuan – Clifford Chance; Connie Heng – Clifford Chance; Philipp Klöckner – Clifford Chance; Amy Lo – Clifford Chance; Rocky Mui – Clifford Chance; Winnie Poon – Clifford Chance; Chen Sheng – Clifford Chance; Torrance Shi – Clifford Chance; Markus Stephanblome – Clifford Chance; Tommy Tam – Clifford Chance; Jean Thio – Clifford Chance; Xiang Tianning – Clifford Chance; David Tsai – Clifford Chance; Wu Hao – Clifford Chance; Frank Yuen – Clifford Chance; Fan Zhengyuan – Clifford Chance;

Law Firms: Clifford Chance;

Clients: Haier Smart Home Co., Ltd.;

Author: Michael Patrini