DEALS
Zhong Lun Assists a Singapore-listed Company in the Successful Signing and Consummation of Cross-Border Equity and Asset Sale
Zhong Lun Assists a Singapore-listed Company in the Successful Signing and Consummation of Cross-Border Equity and Asset Sale
In 2020, Zhong Lun served as the PRC legal counsel for a Singapore-listed company (“SG Co"), representing the SG Co and its subsidiaries in the sale of all substantive assets in the business of the manufacturing precision machining and related components (“Transaction"). Zhong Lun provided professional support to the SG Co in a comprehensive and multi-dimensional manner in aspects of transaction structuring, transaction document review and modification, negotiation, regulatory compliance, etc. While striving to assist the SG Co in the management and prevention of risks arising from the Transaction, Zhong Lun facilitated the SG Co and its subsidiaries in successfully entering into the Asset and Share Purchase Agreement (“SPA") with an affiliate of an A-listed company (“Buyer") on December 31, 2020.
Due to the regulatory approval procedure that the listed companies in Singapore are subject to, the Transaction under the SPA did not close before the agreed long-stop date. In the SG Co’s interests, Zhong Lun conducted a comprehensive assessment of the rights and obligations of each party under the SPA. Based on the assessment and following the parties’ failure to reach a mutual agreement, the SG Co terminated the Transaction on July 1, 2021, in accordance with the SPA. The Buyer then applied for arbitration to the China International Economic and Trade Arbitration Commission (“CIETAC"), claiming a large amount of compensation from the SG Co and its subsidiaries (“Case").
Zhong Lun represented the SG Co and its subsidiaries throughout the Case, and was responsible for formulating and implementing the overall dispute resolution strategy, drafting relevant documents, collecting evidence, preparing expert opinion, attending the trial, etc. After nearly three years of close cooperation and constant efforts of Zhong Lun and the SG Co, the arbitral tribunal rendered a final arbitral award upon the Case on December 29, 2023, in which all arbitration claims of the Buyer were rejected.
The Transaction and the subsequent Case, which took nearly four years to run their course, is another successful example of Zhong Lun’s close cooperation across different jurisdictions and practice areas with respect to complex cross-border M&A transaction and dispute resolution for listed companies during the COVID-19 pandemic, earning high praises from the board of directors and management of the SG Co. Meanwhile, the Case also provides valuable legal experience to similar M&A transactions regarding the technique of handling interlocked legal issues such as obtaining overseas regulatory approval, meeting closing conditions, the long-stop date and the break fee.
Partner Hengka (Henry) JI was keenly involved throughout the Transaction and the Case and led the cross-border M&A transaction. Partner Lijun CAO and Non-equity Partner Wen DAI were responsible for dispute resolution in the Case. Partner Xiaoming SONG provided critical support in the formation and coordination of the legal team, and counselled on issues relating to Chinese mainland and overseas capital markets. Partner Yi XUE and Partner Haiyan DUAN provided efficient and professional legal support in filing for clearance of concentration of business operators and the PRC labor law respectively during the course of the Transaction.
Professionals
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Yi XUE
Equity Partner
BeijingPractices： Antitrust & Competition,Cross-border Investment/M&A,Cybersecurity & Data ProtectionIndustries： Energy & Power,Mining & Natural Resources,Information & Intelligence Technology,Pharmaceuticals & Life Sciences,Media-Sports & Entertainment -
Yi XUE
Equity Partner
Beijing
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