Haiwen Advised Diageo plc on its Acquisition of Shuijingfang through Partial Tender Offer for a Total Amount of Approximately RMB 6.084 Billion
On August 17, 2018, Grand Metropolitan International Holdings Limited, a wholly-owned subsidiary of Diageo plc (“Diageo”), successfully completed its acquisition of Sichuan Swellfun Co., Ltd. (stock code: 600779, hereinafter referred to as “Shuijingfang”), an A-share listed company, through partial tender offer. The tender offer price is RMB 61.38 per share and the total transaction amount is approximately RMB 6.084 billion. After the completion of this tender offer, Diageo directly or indirectly holds aggregate 60% equity interest in Shuijingfang.
Diageo is a global multinational company. It is a world-leading high-end liquor company and owns a wide range of alcohol brands with alcohol business in more than 180 countries and regions. Currently, it is listed on both London Stock Exchange (code DGE) and New York Stock Exchange (code DEO). Shuijingfang is the only foreign-controlled liquor listed company in China and one of the top alcohol brands in China, and has well-recognized brand value and market reputation in the industry.
Haiwen has acted as the PRC legal counsel to Diageo since 2009, and assisted Diageo in completing a number of domestic major transactions, including Diageo’s acquisition of Shuijingfang’s control in 2012 and the general tender offer triggered thereby, as well as this partial tender offer transaction in 2018. This partial tender offer project demonstrates Haiwen’s rich experience in foreign investment in A-share listed companies, following Haiwen’s representing Goldman Sachs and CDH’s acquisition of Shuanghui, Carlsberg’s investment in Chongqing Beer and Whirlpool’s acquisition of Hefei Sanyo, and shows our ability to handle complex issues in listed company acquisition transactions and to provide diversified and high quality legal services to both domestic and foreign clients.
Haiwen acted as the PRC legal counsel of Diageo in this tender offer transaction, participated in designing transaction plans, demonstrating compliance issues, assisting in communication with competent authorities and completing relevant filing procedures, drafting and reviewing relevant announcement documents and issuing the PRC legal opinion. The principle members of Haiwen team are Lan Jie, Wang Pei, Ren Jiannan, Chen Xiao and Zhang Gaoyi.