作者：金杜律师事务所 King & Wood Mallesons
上海健耕医药科技股份有限公司（简称“健耕医药”）在金杜律师事务所跨境法律团队的协助下，成功收购设立于美国特拉华州的Lifeline Scientific, Inc. （简称“LSI”），交易规模约8,700万美元，约合人民币5.8亿元，成为首单中国企业收购并私有化在英国上市的美国企业项目。
King & Wood Mallesons’ (KWM) cross-border team has advised Shanghai Genext Pharmaceutical Technology Co., Ltd. (SGM) on its successful acquisition of Lifeline Scientific, Inc. (LSI), a company incorporated in the State of Delaware, the US. It is the first transaction in which a Chinese enterprise acquired a UK-listed US company with a total of US$87 million, equivalent to approximately RMB580 million.
Headquartered in Shanghai, SGM is a pharmaceutical technology company specializing in the manufacture and sale of transplant therapeutics, diagnostics and medical devices. LSI is a London AIM-listed company providing clinical products and services supporting equipment and services for organs, tissues and cells transplantation around the world. The acquisition enabled SGM to further expand its overseas market and strengthen its competence in the field. As the Chinese organ transplant market is growing significantly, SGM reportedly has plans to seek future capital operation in China.
This is the first time that a London AIM-listed company has been offered in USD rather than GBP, a direct consequence of the Brexit vote, leading to significant fluctuations in the GBP versus other world currencies. In this transaction, SGM introduced an investment consortium composed of Sunshine Insurance Group, and completed the acquisition by establishing a special purpose vehicle and building an innovative two-tier structure in the Shanghai Pilot Free Trade Zone. The structure ensures SGM’s stable control, laying a foundation for its capital operation in China in the future.
A KWM cross-border team acted as legal counsel for the borrower/acquiring firm and lead counsel in the transaction, providing the client with a complete chain of domestic and overseas legal services. KWM advised on a full range of legal issues include preliminary transaction scheme, legal argumentation and structural design of the introduction of investors, domestic financing transactions, overseas mergers and acquisitions involving PRC legal issues, the privatization of the UK-listed company as well as the approval procedures involved in the private placement by the NEEQ-listed company. The project was led by partners Gong Mulong and Jeff Zhang of the China office and William Holder of the London office. Partner Gao Yimin also provided strong support.