作者：金杜律师事务所 King & Wood Mallesons
King & Wood Mallesons (KWM) advised Shanghai Pharmaceuticals Holding Co., Ltd (“Shanghai Pharma”) and Primavera Capital Fund II L.P. (“Primavera”) on their successful joint acquisition of 100% of ASX-listed Vitaco Holdings Ltd (“Vitaco”) by way of scheme of arrangement. Shanghai Pharma and Primavera paid Vitaco shareholders A$2.25 per share (less a dividend paid), valuing Vitaco at A$311.6 million. The scheme was implemented on 16 December 2016.
上海医药集团股份有限公司（简称“上海医药”）以及Primavera Capital Fund II L.P.（简称“春华”）在金杜律师事务所专业团队的协助下，通过协议完成对澳大利亚证券交易所上市公司Vitaco Holdings Ltd（简称“Vitaco”）100%股份的收购。上海医药和春华以每股2.25澳元（减支付的股利）收购Vitaco，对目标公司的总估值为3.116亿澳元。本次交易于2016年12月16日成功完成交割。
Vitaco is a leading vitamins and supplements, sports nutrition, and health foods business in Australia and New Zealand that develops, manufactures and markets world-class nutrition products under market-leading brands across the broader nutrition, health and wellness category.
Shanghai Pharma is a leading pharmaceutical group headquartered in Shanghai. It is listed on both the Shanghai Stock Exchange and the Hong Kong Exchange. Shanghai Pharma’s principal business covers pharmaceutical research and development, manufacturing, distribution and retailing. Primavera Capital is a leading Asia-based investment firm that combines global capital market experience, deep industry knowledge, and a strong network of relationships with policy-makers as well as leading business leaders and entrepreneurs in Asia and globally.
The KWM team was led by partners Xu Ping and Jonathan Grant (both based in Beijing) and Shannon Finch (based in Sydney), supported by lead Senior Associate Clifford Sandler together with Yao Lijuan, Tom Harrison, Huang Yunzhu, Kao Wei, Yao Ping and Kenny Chen and a number of other partners and associates across our China, Hong Kong and Australian offices.
负责该项目的金杜法律团队由北京合伙人徐萍律师、葛杰律师（Jonathan Grant）和悉尼合伙人Shannon Finch主导，律师团队包括Clifford Sandler、姚丽娟、哈桐（Tom Harrison）、黄云竹、高玮、姚平和陈潇。该项目同时还得到中国、香港及澳大利亚办公室多位合伙人及律师的大力支持。
Xu Ping said, “This deal once again proves KWM’s capabilities to successfully guide Chinese clients through the legal maze in making overseas investments and implementing their globalisation strategy.”
Jonathan Grant said, “KWM is honoured to have acted for Shanghai Pharma and Primavera on this exciting transaction. The transaction involved complex cross-border legal, regulatory and transaction management issues which the KWM global team in China, Hong Kong and Australia was able to expertly navigate. Under the stewardship of Shanghai Pharma and Primavera, we look forward to seeing the continued growth and success of the Vitaco business.”
Shannon Finch commented, “The transaction also involved a number of innovative elements to accommodate the cross border nature of the transaction and to support deal certainty. The advisory teams brought real creativity and commerciality to the table to meet all parties’ needs.”