Raft of US firms score roles on AsiaInfo-Linkage take private
A raft of US law firms have acted on the take private of AsiaInfo-Linkage, the latest Chinese company to de-list from a US bourse through a management buyout. The Chinese telecom software provider this week said it had accepted an offer to be acquired by a private investor consortium led by CITIC Capital Partners and AsiaInfo-Linkage co-founder Edward Tian, which values the company at $890m and would see it removed from Nasdaq.
May 15, 2013 at 06:45 AM
4 minute read
A raft of US law firms have acted on the take private of AsiaInfo-Linkage, the latest Chinese company to de-list from a US bourse through a management buyout.
The Chinese telecom software provider this week said it had accepted an offer to be acquired by a private investor consortium led by CITIC Capital Partners and AsiaInfo-Linkage co-founder Edward Tian, which values the company at $890m and would see it removed from Nasdaq.
The consortium, which includes CITIC Private Equity, China Broadband Capital Partners II, Temasek, AlpInvest Partners, InnoValue Capital and Qatar Holding, will pay $12 a share for the remaining stake in the company. Edward Tian is already a major stockholder.
The transaction has been approved by a special committee of independent directors, but remains subject to a vote by the stockholders.
It will be supported by a $330m debt facility provided by Bank of Taiwan, Cathay United Bank, ICBC International Capital, Maybank Investment and Nomura International.
Acting for the special committee was US firm Shearman & Sterling, with Hong Kong M&A partner Paul Strecker leading a team of six. An additional seven partners and their teams located in Beijing, New York, Palo Alto, Singapore and Washington assisted the group, advising on IP, tax, employment and finance matters.
Financial advisor to the special committee was Goldman Sachs (Asia), advised by Fried Frank Harris Shriver & Jacobson corporate partners Doug Freeman and Victor Chen in Hong Kong, alongside New York based partner Philip Richter, who co-chairs the firm's M&A group.
On the CITIC Capital Partners side was Davis Polk & Wardwell, with a team of three in Hong Kong led by corporate partner Mark Lehmkuhler. Another five partners and legal staff located in London and New York provided counsel on credit, compensation, tax and IP. Morgan Stanley was financial advisor.
Other law firms who acted on the deal included Akin Gump Strauss Hauer & Feld, Skadden Arps Slate Meagher & Flom, Simpson Thacher & Bartlett, Ropes & Gray, Baker & McKenzie and Paul Hastings.
Akin Gump Asia managing partner Greg Puff in Hong Kong represented CITIC PE, whilst Skadden M&A partner Peter Huang led a team in Beijing to advise China Broadband Capital (CBC) Partners and Edward Tian.
Simpson Thacher acted for Temasek, led by corporate partner Kathryn King Sudol, whilst AlpInvest was advised by Ropes & Gray, with M&A partner Brian Schwarzwalder heading up.
Baker & McKenzie provided counsel to InnoValue, led by Taiwan-based associates Mark Tu and Alex Chiang.
Paul Hastings advised the banking consortium led by Nomura, with Hong Kong partner Brett King overseeing a team.
The increase in "take-private" transactions by Chinese companies has provided a welcome boost to US firms with offices in Asia, who have been profiting from the surge in deals whilst regional IPO work has been slow.
The trend first emerged in 2010, when a stream of PRC companies began to de-list from American bourses, prompted by declining equity market valuations in the US, not to mention a spate of fraud allegations against them and a regulatory crackdown in the country.
According to a report by Roth Capital Partners, some 37 China take-privates were announced during 2011 and 2012, whilst fewer Chinese companies have chosen to float in the US in recent years.
So far in 2013, seven private equity-backed take-privates of US-listed Chinese companies have received board approval.
Among the most active law firms in the sphere have been Shearman & Sterling, Skadden and Davis Polk.
Related: US law firms tap China's go-private market amid global IPO slump
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