Partial Offer for Chong Hing Bank Limited: Takeover Code Lessons

Sullivan & Cromwell LLP - November 6, 2013

On October 25, 2013, it was announced that Nomura International (Hong Kong) Limited (the “Nomura”) intends to make a voluntary all cash partial offer on behalf of its client, Yuexiu Financial Holdings Limited (“Yuexiu”), to acquire up to 75% of the shares in Chong Hing Bank Limited (“Chong Hing Bank”) for HK$35.69 per share. This partial offer values Chong Hing Bank at approximately US$2 billion and the maximum 75% shares to be acquired would be valued at approximately US$1.5 billion, which makes this one of, if not the largest, partial offers in the Hong Kong market. In this memorandum, we analyze the reasons for the partial offer and some of the Takeover Code breakthroughs achieved on this occasion.