One of the first U.S. firms to establish an office in Asia, Cleary Gottlieb has had an active presence in Asia for over 30 years, beginning with the opening of our Hong Kong office in 1980. We have strengthened our commitment to the region over the years and now have more than 55 lawyers involved in groundbreaking M&A, private equity, capital markets, restructuring and sovereign debt matters. Our partners have been distinguished as leaders in capital markets, corporate/M&A and private equity for China/Hong Kong by the Chambers Asia and Global guides.
Centered in our Hong Kong and Beijing offices, the China practice group is currently led by four partners and a Beijing Office Director, and includes one counsel and two senior attorneys. Our China practice professionals consist of U.S.-qualified, Hong Kong-qualified and English-qualified attorneys, and most of them are native Mandarin speakers.
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Experience
Recent highlights in China include acting as:
- U.S., French and English counsel to UC RUSAL, in its $2.2 billion Reg S/Rule 144A Hong Kong-listed IPO and simultaneous listing on the professional compartment of Euronext Paris. RUSAL is the first Russian company to list in Hong Kong.
- Counsel to Vale, the world's largest iron ore miner, in connection with its listing of Hong Kong depositary receipts on the Hong Kong Stock Exchange.
Sep 02, 2011
Cleary Gottlieb represented Bank of America in its sale of approximately 13.1 billion H shares of China Construction Bank for an aggregate sale price of approximately $8.3 billion. The transaction was signed on August 29, 2011 and closed on September 2, 2011.
Cleary Gottlieb previously represented Bank of America in its 2005 acquisition of an approximately 8.5% interest in CCB, which was the single largest foreign investment ever in a Chinese company, in its 2008 exercise of an option to acquire an additional approximately 10.9% interest in CCB and its subsequent sales of CCB’s shares and share rights in 2009 and 2010, respectively.
Sep 21, 2011
Cleary Gottlieb is representing China’s Sichuan Hongda Group in connection with its joint venture with Tanzania’s National Development Corporation to implement an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. The two projects, representing a total investment of up to US$3 billion, represent the single largest investment venture in East Africa.
Sichuan Hongda Group will hold an 80% interest in the joint venture company, and National Development Corporation, the statutory corporation established to implement projects on behalf of the Government of the United Republic of Tanzania, will hold 20%. The joint venture agreement and other transaction documents were signed on September 21, 2011. Completion of the transaction is subject to various conditions, including approvals from the PRC and Tanzanian governments.
Aug 15, 2011
In late July, Cleary Gottlieb represented African Minerals in connection with Shandong Iron & Steel Group's investment of $1.5 billion in African Minerals' flagship Tonkolili iron ore project in Sierra Leone. The equity investment will be made in exchange for a 25% interest in the Tonkolili project companies which operate the mine and the related infrastructure. As part of the transaction, Shandong will also purchase iron ore at a discounted price under a life-of-mine off-take arrangement, and will retain the option to buy up to 25% of annual iron ore production from each of Tonkolili's three production phases based on prevailing benchmark prices. The signing of definitive transaction documents followed an extended period of diligence and negotiation that began in mid-2010. Completion of the investment is subject to various conditions, including PRC approvals, and is expected to close by the end of the year.
The Tonkolili project is a multi-billion dollar mining project to develop one of the world's largest deposits of magnetite iron ore. The project employs over 5,000 people in Sierra Leone, and will be the country's single most important source of revenue. The first commercial ore shipments are expected during the last quarter of 2011.
Jun 01, 2007
Cleary Gottlieb represented the underwriters in a $486 million SEC-registered initial public offering of LDK Solar Co., Ltd. Morgan Stanley and UBS Investment Bank acted as book-running manager for the offering, and Piper Jaffray, CIBC World Markets and CLSA Asia-Pacific Markets were co-managers. The ADRs began trading on the NYSE on June 1.
LDK is a leading manufacturer of multicrystalline solar wafers, the principal raw materials used to produce solar cells. LDK is based in Xinyu City, Jiangxi Province, China.
Dec 12, 2007
Cleary Gottlieb represented the underwriters, led by Citi and Merrill Lynch, in a $75 million SEC-registered initial public offering of VanceInfo Technologies Inc. The ADRs began trading on the NYSE on December 12.
VanceInfo, based in Beijing, is an information technology service provider and one of the leading offshore software development companies in China.
Nov 22, 2011
Cleary Gottlieb represented a consortium of existing shareholders in a going-private transaction of SOKO Fitness & Spa Group, an OTC BB traded company, through a short-form merger. As a result of the merger, SOKO became a wholly owned subsidiary of Queen Beauty and Wellness Group Limited and terminated its SEC-reporting obligations as a public company.
SOKO Fitness & Spa Group is an operator of fitness centers and beauty salons and spas in key cities in Northeastern China as well as in Beijing, Zhengzhou and Hangzhou.
Aug 25, 2011
Cleary Gottlieb represented a consortium of existing shareholders, including ARCH Digital Holdings, Capital Ally Investments, GM Investment, Sinowill Holdings, Huge Harvest Enterprises, Kingstate Group and Trend Focus, in the going-private transaction of Funtalk China Holdings Limited. As a result of the transaction, Funtalk became a private company and terminated its SEC-reporting obligations as a public company.
Funtalk is a leading China-based retailer and wholesale distributor of wireless communications devices, accessories and content. The company has branch offices and regional distribution centers, operates a chain of mobile phone retail stores and has an internet retailing platform. Its shares were listed on the NASDAQ Global Market.
Dec 14, 2011
Cleary Gottlieb represented Baoxin Auto Group Limited, a leading luxury auto dealership group in China, and its controlling shareholders, in a HK$3.2 billion (US$414.2 million) initial public offering and listing on the Main Board of the Hong Kong Stock Exchange. The offering, which closed on December 14, was underwritten by Morgan Stanley, JP Morgan and CMB International.
Dec 28, 2010
Cleary Gottlieb represented TPG in its equity investment in China International Capital Corporation, a leading domestic investment banking and securities firm in China. The transaction, which closed December 23, represents the first foreign private equity investment in a Chinese securities firm. CICC was founded in 1995 as China's first joint venture investment bank. TPG purchased its equity stake from Morgan Stanley, one of the founding CICC shareholders, in connection with the sale by Morgan Stanley of its entire 34.3% equity stake in CICC to TPG, KKR, Government of Singapore Investment Corporation Pte Ltd and The Great Eastern Life Assurance Company Limited.
Jun 12, 2009
Cleary Gottlieb represented Newbridge Asia AIV III, L.P. (a TPG fund focused on Asia investments) in the proposed sale of its stake in Shenzhen Development Bank to Ping An Insurance (Group) Company of China, Ltd. A share purchase agreement was signed on June 12 for the sale by TPG of its 520,414,439 SDB shares, representing approximately 16.76% of SDB’s share capital. The consideration for the share purchase will at TPG’s election be satisfied either in cash in the amount of RMB11 billion, or through issuance of 299 million Hong Kong listed shares of Ping An.
Simultaneously with the share purchase, Ping An and SDB entered into a share subscription agreement pursuant to which Ping An is to subscribe between 370,000,000 and 585,000,000 new SDB shares at a price of RMB18.26 per share.
Both transactions are subject to various regulatory approvals.
SDB’s shares are listed on the Shenzhen Stock Exchange. TPG’s purchase of SDB shares in 2004 was the first sale of a de facto controlling interest in a Chinese bank to a foreign investor. Ping An is an integrated financial services conglomerate that covers a broad range of businesses, including insurance, securities brokerage, commercial banking, trust and investment, assets management and corporate pension business. Its shares are listed on the Shanghai Stock Exchange and Hong Kong Stock Exchange.
May 11, 2010
Cleary Gottlieb represented TPG in the sale of its stake in Shenzhen Development Bank to Ping An Insurance (Group) Company of China. TPG’s investment in SDB shares in 2004 was the first sale of a de facto controlling interest in a Chinese bank to a foreign investor.
Ping An is an integrated financial services conglomerate that covers a broad range of businesses, including insurance, securities brokerage, commercial banking, trust and investment, assets management and corporate pension business. Its shares are listed on the Shanghai Stock Exchange and Hong Kong Stock Exchange
Jan 15, 2010
Cleary Gottlieb represented Precision Castparts Corp. in its acquisition from a foreign private equity fund of an indirect 49 percent equity interest in Yangzhou Chengde Steel Tube Co., a leading manufacturer of metal alloy seamless pipe for various energy applications. PCC is a diversified manufacturer of complex metal components and products, serving the aerospace, power generation, and general industrial markets.
The transaction closed on January 15 in Hong Kong. In connection with the acquisition, PCC's Gordon Wyman division also entered into various commercial arrangements with Chengde.
#1 China & Hong Kong M&A Legal Advisor by Value
mergermarket (2011)
Asia Equity Deal of the Year
(Vale’s listing of Hong Kong Depositary Receipts)
International Financial Law Review (2011)
M&A Deal of the Year (Inbound & Domestic)
(Titan Petrochemicals/Grand China Logistics strategic alliance)
China Business Law Journal (2011)
Infrastructure, Power & Project Finance Deal of the Year
(Sichuan Hongda/Tanzania joint venture)
China Business Law Journal (2011)
Take-Private Deal of the Year
(Funtalk)
China Business Law Journal (2011)
China M&A Deal of the Year, Investment & Joint-Venture of the Year, Best China Deal of the Year
(Chinalco's $14 billion stake acquisition in Rio Tinto)
Asian Legal Business (2009), Asian-Counsel (2009), FinanceAsia (2008)
Best Secondary Offering of the Year
(Bank of America’s $2.85 billion block trade of China Construction Bank shares)
FinanceAsia (2009)
China M&A Deal of the Year and China Deal of the Year
(Bank of America’s investment in China Construction Bank)
Asian Legal Business (2006)
Asian M&A Deal of the Year and Asian Pacific Loan of the Year
(Texas Pacific Group and Newbridge Capital's investment in Lenovo)
International Financial Law Review, International Financing Review (2006)
“The bulk of the M&A deal flow is inbound, although the group’s outbound activity is increasing, particularly on behalf of Chinese companies. Private equity investment is another significant source of instruction. Sources say: ‘Cleary has done a good job of localizing its knowledge base.’”
Chambers Asia (2012)
“Hong Kong and Beijing are the centers of influence for this US firm’s China practice, especially on the capital markets and corporate fronts. Interviewees recommend the firm for its ‘highly dedicated and professional lawyers with a real understanding of the local market.’”
Chambers Global (2011)
“The bulk of the M&A deal flow is inbound, although the group’s outbound activity is increasing, particularly on behalf of Chinese companies. Private equity investment is another significant source of instruction. Sources say: ‘Cleary has done a good job of localizing its knowledge base.’”
Chambers Asia (2011)
“This firm directs its Asia practice through its Hong Kong and Beijing offices. As well as a strong presence in China itself, the firm enjoys great standing in the Korean market and is also strong in Taiwan, most notably in distressed acquisitions within the technology sector. The firm is particularly popular with US private equity players.”
Chambers Global (2010)
“Cleary is widely renowned for its first-rate global network and broad experience in international buyouts. This reputation extends to its Asia private equity practice, which is gaining momentum.”
Chambers Asia (2010)
“Noted for its ‘impressive global M&A capacity’ and excellent financing abilities, this US firm is a long-term player in Hong Kong and has further extended its capacity via its Beijing office.”
Chambers Asia (2009)
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