Skadden, Arps, Slate, Meagher & Flom and Mourant advised Prenetics, while Kirkland & Ellis and Appleby advised Artisan. Shearman & Sterling advised the placement agents in the transaction.
Prenetics Group Limited (“Prenetics”), a global leader in genomic and diagnostic testing, executed its business combination with Artisan Acquisition Corp. (“Artisan”), a special purpose acquisition company founded by Adrian Cheng.
Prenetics has entered into a definitive agreement to combine with Artisan. Upon completion of the transaction, estimated to be in the fourth quarter of 2021 or the first quarter of 2022, the combined company’s securities will be traded on the Nasdaq.
As part of the transaction, Prenetics’ existing equity holders will roll 100% of their equity into the new combined company. Prenetics will receive proceeds of up to US$459 million in cash, including the contribution of up to US$339 million of cash currently held in Artisan’s trust account, a fully committed PIPE and forward purchase agreements of US$120 million.
The transaction values Prenetics at an enterprise value of US$1.25 billion and an equity value of up to approximately US$1.7 billion, making Prenetics the first unicorn from Hong Kong to be publicly listed in any market.
The proceeds of the transaction are expected to be used for strategic acquisitions, R&D, product roll-out and geographic expansion into the United States, EMEA and Southeast Asia.
UBS Securities LLC acted as sole financial advisor and exclusive capital markets advisor to Artisan. Citigroup Global Markets Asia Limited acted as sole financial advisor to Prenetics. UBS Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and China International Capital Corporation Hong Kong Securities Limited served as placement agents on the PIPE. KPMG LLP served as the auditor to Prenetics.
Founded in 2014, Prenetics is a global leader in genomic and diagnostic testing that is disrupting and decentralising healthcare with a focus on prevention, diagnostics and personalized care. Prenetics is led by serial entrepreneur, Danny Yeung, and operational in 10 countries with a team of over 700.
Artisan is a special purpose acquisition company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
The global Skadden team was led by partners Jonathan Stone (Picture; Hong Kong), Peter Huang (Beijing), and Paloma Wang (Hong Kong), with Counsel Andrew Cohn (Hong Kong), Asia Pacific Counsel Flora Lu (Shanghai) and associates Susan Lu (Beijing), and Olivia Wu (Beijing), corporate; partner Victor Hollender (New York) and associate Joshua Lin (New York), tax.
The Kirkland team was led by transactional partners Jesse Sheley, Joseph Raymond Casey and Ram Narayan and capital markets partner Steve Lin. The team also included transactional partner Joey Chau, registered foreign lawyers Leo Zhou and Zhixin Liu and associates Michael Ning and Vincent Ko, capital markets partner Louis Rabinowitz and associate Olivia Wang, tax partners Mike Carew, David Wheat and Christine Lehman and associate Ruth Thomson, technology & IP transactions partner Min Wang and associates Alex Bassett Barata and Seth Pritchard, government, regulatory & internal investigations partners Cori Lable and Richard Sharpe and associates Grace Zhu and Jack Davies, executive compensation partner Rob Fowler and associate Julia Lee, employee benefits partner Maureen O’Brien, and antitrust & competition partners Annie Herdman and Michael Thorpe.
The Shearman & Sterling team was led by partner Kyungwon (Won) Lee, counsel Leo Wong and senior legal assistant Derek Perriam (all Hong Kong-Capital Markets).
Mourant’s team advising on the merger included Counsel, Jessica Lee, Partner Paul Christopher and Associates, Jesslyn Leung and Jamie Tso.
Involved fees earner: Alex Bassett Barata – Kirkland & Ellis; Mike Carew – Kirkland & Ellis; Joseph Casey – Kirkland & Ellis; Joey Chau – Kirkland & Ellis; Jack Davies – Kirkland & Ellis; Robert Fowler – Kirkland & Ellis; Annie Herdman – Kirkland & Ellis; Vincent Ko – Kirkland & Ellis; Cori Lable – Kirkland & Ellis; Julia Lee – Kirkland & Ellis; Christine Lehman – Kirkland & Ellis; Steve Lin – Kirkland & Ellis; Zhixin Liu – Kirkland & Ellis; Ram Narayan – Kirkland & Ellis; Michael Ning – Kirkland & Ellis; Maureen O’Brien – Kirkland & Ellis; Seth Pritchard – Kirkland & Ellis; Louis Rabinowitz – Kirkland & Ellis; Richard Sharpe – Kirkland & Ellis; Jesse Sheley – Kirkland & Ellis; Ruth Thomson – Kirkland & Ellis; Michael Thorpe – Kirkland & Ellis; Min Wang – Kirkland & Ellis; Olivia Wang – Kirkland & Ellis; David Wheat – Kirkland & Ellis; Leo Zhou – Kirkland & Ellis; Grace Zhu – Kirkland & Ellis; Paul Christopher – Mourant; Jessica Lee – Mourant; Kyungwon Lee – Shearman & Sterling; Derek Perriam – Shearman & Sterling; Leo Wong – Shearman & Sterling; Andrew Cohn – Skadden Arps Slate Meager & Flom; Victor Hollender – Skadden Arps Slate Meager & Flom; Peter Huang – Skadden Arps Slate Meager & Flom; Joshua Lin – Skadden Arps Slate Meager & Flom; Susan Lu – Skadden Arps Slate Meager & Flom; Flora Lu – Skadden Arps Slate Meager & Flom; Jonathan Stone – Skadden Arps Slate Meager & Flom; Paloma Wang – Skadden Arps Slate Meager & Flom; Olivia Wu – Skadden Arps Slate Meager & Flom;
Clients: Artisan Acquisition Corp.; China International Capital Corporation Hong Kong Securities Limited; Citigroup Global Markets Ltd; Credit Suisse Securities (USA) LLC; Prenetics; UBS Securities LLC;