Kay Ian Ng

Mergers & Acquisitions

Some notable M&A deals of Kay Ian include:

• Air China (0753.HK) on its strategic acquisition of a 29.9% interest in Cathay Pacific, disposal of its interests in Dragonair and a strategic investment by Cathay Pacific in Air China; and the privatization of CNAC Holdings by way of scheme of arrangement
• Ant Financial’s financial advisers in its approximately $14 billion Series C equity financing
• Bank of China (3988.HK) on its acquisition of Singapore Aircraft Leasing Enterprise for $965 million
• China Mengniu Dairy (2319.HK), as a long-standing client, in a series of strategic transactions:
  • Danone’s agreement to sell to Mengniu the 25% stake the company holds in Yashili and the 20% stake it holds in the chilled dairy business joint ventures. In parallel, Danone will acquire from Yashili 100% of Dumex Baby Food Co Ltd;
  • its acquisition of a 16.7% stake in and subsequent mandatory cash offer for China Modern Dairy Holdings Ltd. (1117.HK) at a total value of $1.07 billion;
  • its $1.7 billion public takeover offer for Yashili International; and
  • its $664 million placing of shares to Danone SA and a further $212 million private placement to Temasek, Hopu Fund and certain other private investors

• China Mobile (0941.HK), as a long-standing client, in a number of important transactions:
  • its $5 billion acquisition of China TieTong Telecommunications Corporation;
  • its transaction agreement with CMC (China), China Unicom (0762.HK), China Telecom (0728.HK) and China Reform Corporation to sell their telecommunications towers and related assets to China Tower; and
  • as counsel to its financial advisers CICC and Merrill Lynch on its takeover offer for China Resources People’s Telephone
• China Oriental Group Company (0581.HK) in its two joint venture agreements with ArcelorMittal S.A., a 37% shareholder of China Oriental, pursuant to which China Oriental and ArcelorMittal conditionally agreed to form two 50/50 joint ventures in the PRC
• Chubb Limited on its agreement to acquire Cigna’s premium revenue personal accident, supplemental health and life insurance businesses in seven Asia-Pacific jurisdictions for $5.75 billion in cash, including Korea, Taiwan, New Zealand, Thailand, Hong Kong, Indonesia and Turkey
• Credit Suisse, the financial advisor to Bitauto Holdings Limited, on the $1.3 billion investment by JD.com, Inc. and Tencent ‎Holdings Limited (0700.HK) in Bitauto
• CST Mining Group (0985.HK) in a $505 million sale of its 70% stake in the Mina Justa copper mine in Peru to the Minsur S.A., part of the Breca Group of Peru; and its takeover for Chariot Resources (a Toronto-listed company who controls the Mina Justa Copper Mine in Peru) and its acquisition of the Lady Annie copper mine in Australia
• CSX Corporation (CSX.NASDAQ) on its $1.35 billion disposal of its global container terminals business to Dubai Ports International
• DCP Capital in its proposed acquisition from Alibaba entities (BABA.US; 9988.HK) of 78.7% shares of Sun Art Retail Group (6808.HK). Following completion of the acquisition, DCP Capital will be required to make a mandatory cash offer for Sun Art. The aggregate maximum consideration payable by DCP Capital in respect of the acquisition and mandatory offer amount to approximately HK$15.1 billion ($2 billion)
• Development Bank of Singapore (D05.SGX) on its $5.7 billion public takeover of Dao Heng Bank – the largest banking takeover in Hong Kong
• ENN Group and its subsidiaries, as a long-standing client, in its multiple corporate transactions:
  • ENN Natural Gas Co., Ltd. (600803.SH) in its proposed pre-conditional privatization of ENN Energy Holdings Limited (“ENN”) (2688.HK) by way of a scheme of arrangement through its wholly-owned subsidiary and its proposed concurrent listing on the Hong Kong Stock Exchange by way of introduction. The acquisition values ENN at approximately HK$90.50 billion (or $11.60 billion). S&C also acted for the offeror in obtaining an acquisition financing facility to partly finance the transaction;
  • ENN Ecological Holdings in connection with an acquisition of 32.83% of ENN Energy Holdings Limited’s (2688.HK) total issued share capital from ENN Group International Investment Limited valued at $3.85 billion as part of an intra-group restructuring;
  • ENN Energy (2688.HK) and Sinopec on their $2.2 billion voluntary general offer for China Gas and on the related acquisition financing for ENN Energy; its $652 million subscription for equity interest in Sinopec Marketing and the related acquisition financing through a bond issue; its purchase of the entire issued share capital of Excellence Award Holding Company Limited for a consideration of $412 million; and its disposal of retail gas station business in the US and Canada; and
  • ENN Group International Investment Limited in its acquisition from Hony Capital the entire issued share capital of an investment holding company, which holds 100 million ordinary shares of Santos Limited for a total consideration of $449 million
• Fenix Group Holdings Limited and City Super Group in connection with the acquisition by China Resources Capital Management Limited and Asia Food Growth Fund of a combined 65% shareholding in City Super Group
• Financial advisers to MBK Partners in its voluntary general offer for CAR Inc. for a total value of $1.1 billion
• Guangzhou Auto (2238.HK) on its privatization of Denway Motors simultaneously with Guangzhou Auto’s listing by introduction on the SEHK
• ING Bank N.V. as one of the joint financial advisers to Chow Tai Fook Enterprises Limited and its wholly owned subsidiary, Century Acquisition Limited, in a pre-conditional voluntary general cash offer to acquire all the issued shares of NWS Holdings Limited (0659.HK) not already beneficially owned by Chow Tai Fook (Holding) Limited and to cancel all the outstanding share options of NWS. The deal values NWS at approximately HK$35.8 billion ($4.6 billion) – 2024 M&A Deal of the Year at ALB Hong Kong Law Awards
• J.P. Morgan as financial adviser to Orient Overseas (International) Limited (0316.HK) in the $6.3 billion acquisition of all its issued shares by COSCO Shipping Holdings and Shanghai Port (Group)
• Morgan Stanley Asia Limited as:
  • the co-lead financial adviser and sole structuring adviser to MEGA BidCo, a consortium comprising, among others, Warburg Pincus, Starwood Capital Group, Sixth Street, SSW and Qatar Holding, in its $7.1 billion pending privatization of ESR Group by way of a scheme of arrangement; and
  • the financial adviser to Yingde Gases on its $1.5 million sale of all issued shares to PAG
• Nirvana Asia in its $1.1 billion privatization by CVC Capital Partners
• Nomura International (Hong Kong) Limited as the financial adviser to Yue Xiu Enterprises (Holdings) Limited in its $1.5 billion acquisition of Chong Hing Bank Limited (1111.HK) via an innovative partial offer structure
• NWS Holdings Limited (a member of the New World group) on its agreement to acquire the entire issued share capital in FTLife Insurance Company Limited for a total consideration of $2.75 billion
• OCBC on its successful $1.5 billion bid to acquire the Asia private banking assets from ING Group NV
• Sequoia China in connection with a voluntary general offer for all issued H shares and domestic shares of Zhejiang New Century Hotel Management by a consortium comprising of Sequoia China and Ocean Link, valuing the company at $656 million
• Suning.com Co., as a long-standing client, in a number of its important transactions:
  • $1.5 billion sale of ordinary shares of Alibaba Group through Goldman Sachs;
  • its sale of a 19.9% stake to Alibaba for $4.6 billion;
  • its acquisition of $2.3 billion worth of shares in Alibaba;
  • its acquisition of PPLive Corporation for approximately $420 million in cash;
  • acquisition of Allyes (China) Holding Company Limited from Silver Lake Partners; and
  • Nanjing Suning.Com Supermarket Ltd. in its agreement with DIA (Spain) to purchase 100% of the shares of Shanghai Dia Retail Co., Ltd. and DIA (Shanghai) Management Consulting Services Co. Ltd.
• UBS AG Hong Kong Branch as financial adviser to Glorious Peace Limited, a wholly owned subsidiary of Ping An Insurance (2318.HK; 601318.SHE), in its unconditional cash offers to acquire all issued shares and shares to be issued in Ping An Healthcare and Technology (1833.HK) and to cancel all outstanding options, valuing the Company at HK$13.2 billion ($1.7 billion)
• Wing Lung Bank on its auction sale to China Merchants Bank (3968.HK) valuing Wing Lung Bank at $4.7 billion
• XPeng Inc. (9868.HK) on its up to $744 million acquisition of DiDi Global Inc.’s assets and R&D capabilities relating to a new smart electric vehicle model, and related business collaboration arrangements between XPeng and DiDi – 2023 M&A Deals of the Year by China Business Law Journal and 2024 M&A Deal of the Year (Midsize) at ALB China Law Awards

Capital Raisings, IPOs and Securities Offerings

Deep IPO experience across key sectors:

• Biotech and healthcare. Notable IPOs in this sector include Fangzhou Inc., Jiangxi Rimag, Sichuan Kelun-Biotech Biopharmaceutical, Gaush Meditech, AIM Vaccine, Beijing Airdoc Technology, Broncus Holding, Jacobio Pharmaceuticals, MicroPort Scientific, New Century Healthcare, New Horizon, Nirvana Asia, Phoenix Healthcare and Universal Medical Financial & Technical Advisory Services
• Consumer and retail. Some leading companies, including Budweiser APAC, China Dongxiang, China Mengniu Dairy, China Tobacco International (HK), CSMall Group, Pou Sheng International and Want Want China
• Financial institutions. Some of the largest financial institutions IPOs, including AIA, Bank of China, Bank of Chongqing, China CITIC Bank, China Everbright Bank, China Minsheng Bank, China Pacific Insurance, China Reinsurance (Group) Corporation and Shengjing Bank
• TMT. Key IPOs in this sector, including China Mobile, China Telecom, Clear Media, Foxconn Interconnect Technology, Foxconn International Holdings, XPeng and Lianlian DigiTech Co., Ltd