O’Melveny Represents Joy Bright in the Unconditional Mandatory General Offer for China Minsheng DIT Group Limited
September 3, 2019
FOR IMMEDIATE RELEASE
HONG KONG—September 3, 2019—O’Melveny represented Joy Bright Investments Limited (Joy Bright) and its affiliate in the acquisition of the entire equity interest in Tianjin China Minsheng Drawin Technology Limited (TCMDT) from China Minsheng Investment Group Corp., Ltd. (China Minsheng) for a consideration of US$233 million. TCMDT is a major prefabricated construction business operator in China. Joy Bright is wholly owned by Mr. Wu Po Sum, the controlling shareholder and the Chairman of Central China Real Estate Limited (0832.HK), one of the largest property developers in the central region of China.
TCMDT held approximately 63.5% of China Minsheng DIT Group Limited (China Minsheng DIT), a company listed on the Main Board of the Hong Kong Stock Exchange (00726.HK). The acquisition therefore triggered an indirect change of control in China Minsheng DIT and, as a result, Joy Bright was required to make an unconditional mandatory general offer (Offer) for all outstanding shares of China Minsheng DIT. O’Melveny represented Joy Bright in the making and conducting of the Offer pursuant to the Hong Kong Code on Takeovers and Mergers (HK Takeovers Code). The total maximum consideration of the Offer was approximately US$58.2 million. Completion of the Offer took place on September 2, 2019.
To finance and satisfy the total maximum consideration payable under the Offer, a loan facility has been provided by CCB International Securities Limited to Joy Bright which is to be secured by, among others, the Offer shares to be acquired by Joy Bright under the Offer. O’Melveny also advised Joy Bright in the loan transaction with the lender.
The O’Melveny team was led by partner Edwin Kwok, and included counsel Lillian Cheung, associates Winnie Chan, Yuki Tsang and Edward Poon.
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