Mergers and Acquisitions

 

Tanner De Witt’s M&A lawyers have extensive experience advising on all aspects of domestic and cross-border mergers and acquisitions from initial due diligence stage through to completion. Over more than twenty years we have built up a thorough working knowledge of Hong Kong and PRC business entities and structures. We have strong connections and working relationships with law firms in the PRC and most other jurisdictions, evidenced by the fact that we receive frequent referrals from leading US, European and Asian law firms to advise on the Hong Kong aspects of M&A transactions.

We advise listed and private companies and their subsidiaries, joint ventures, shareholders and high net worth individuals and investors involved in a wide range of M&A activities across a wide range of sectors.

 

Our mergers and acquisitions lawyers have extensive experience in advising on:

  • Business sales and purchases
  • Due diligence
  • Consolidations and restructurings
  • Joint ventures
  • Purchase of assets
  • Acquisition of share capital
  • Establishment of new companies and businesses
  • Distributorship, agency and franchise arrangements
  • Regulatory issues including Directors’ duties
  • PRC related matters

Selected experience
Mergers and acquisitions

  • Acting for April Asia Pacific, a major Asian travel insurance, medical assistance and health insurance provider, in the sale of its PRC entity to a PRC company.
  • Acted and advised on the sale of a leading and renowned independent restructuring, insolvency and advisory group, Borrelli Walsh, with multiple offices including London, Singapore, Cayman, BVI, Hong Kong, China, Indonesia etc. to Duff & Phelps.
  • Acted for foodpanda in its acquisition of local food delivery service Dial-a-Dinner.
  • Advised Equiom on the local aspects of its acquisition of AFP Global.
  • Acting for a high-net-worth individual to acquire the entire share capital of a Hong Kong company from three existing shareholders.
  • Acting for a renowned French heating and cooling solutions company on a structured exit from its 50% interest in a PRC joint venture.
  • Acting for the leading provider of comprehensive waste management services (including collection, transfer, recycling and resource recovery, and disposal services) in North America in the sale of its Hong Kong subsidiary.
  • Acting for Suntera Group, a company, trust, fund, compliance, accounting and tax structuring service provider, on its acquisition of RBC Corporate Services Hong Kong Limited.
  • Acting for a renowned equine company in Germany in acquiring the entire share capital of a Hong Kong incorporated company that operates in the manufacture of synthetic riding surfaces and the construction of equestrian properties, tracks, gallops and arenas.
  • Acting for the owner of a market-leading leadership assessment and development business in the sale of his majority interest in a Hong Kong private company that operates a successful business providing comprehensive leadership feedback, development and coaching services to large corporations.
  • Acting for high-net-worth investors as shareholders of a Hong Kong incorporated company on the sale of its shares to an individual.
  • Acting for a compliance consulting services provider in Hong Kong to sell the entire share capital of this Hong Kong-incorporated company.
  • Acting for an international pharmaceutical and laboratory equipment supplier on a business/assets acquisition from the Hong Kong subsidiary of a global manufacturer/distributor of instruments and products in the bioprocessing sector.
  • Acting for a Hong Kong company which owns and operates a brewery in disposing of their entire share capital.
  • Acting for an international sports agency on its acquisition of the interests of the joint venture partner in a Hong Kong joint venture.

Due diligence

  • Acted on the purchase of the Marks & Spencer retail business in Hong Kong, conducted all relevant due diligence and advising on the documentation from a Hong Kong law standpoint.
  • Due diligence of two Hong Kong companies: Conducted due diligence for the purposes of an investor investing in the target holding company. The holding company has many companies around the world and we performed the Hong Kong law work for the transaction.
  • Due diligence of a renowned Hong Kong sauce brand: Assisted the buyer in the intended acquisition of the entire share capital of the household name and its related brand assets through conducting due diligence and negotiating the share sale and purchase agreements and other related agreements.
  • Due diligence of a Hong Kong insurance broker: Conducted due diligence against the target company, whose entire share capital was acquired by Hplus Investment Limited.
  • Due diligence of a Singapore-headquartered multinational professional services group: Worked with the lead counsel in Singapore on due diligence investigations in relation to the Hong Kong subsidiary of the target group, and on certain aspects of the transaction documents.
  • Due diligence of a securities company with type 1, 4 and 9 SFC licences: Assisting the client, another securities company, in acquiring the entire share capital of the target company as well as preparing the sale and purchase agreement, participating in the completion and assisting the client with the SFC application for the change of shareholder.
  • Due diligence of a Hong Kong edutech business: Conducted Hong Kong due diligence of a Hong Kong edutech business and prepared a “red-flag” due diligence report for a Singapore-based private equity fund on its Series B2 investment in the Hong Kong companies.
  • Due diligence of a Hong Kong toy company: Conducted due diligence and advised a US buyer on its acquisition of a Hong Kong business engaged in the manufacture and sale of toys.
  • Due diligence of a renowned gourmet group in Hong Kong: Advised on and conducted Hong Kong due diligence of the acquisition of the group’s entire share equity by a Hong Kong buyer related to a Chinese conglomerate.

 

“One of the best local firms in Hong Kong. They were proactive, they pushed me when it was appropriate to do so and they were technically strong.”
Chambers Asia Pacific 2021, China (Hong Kong)

Eddie Look wins praise for his handling of cross-border M&A, private equity transactions and joint ventures. An impressed client reports: “He listened carefully and patiently and gave a detailed, yet easy to comprehend analysis and solution. I have no hesitation to recommend him.”
Chambers Asia Pacific 2021

Tim Drew has over two decades’ experience in the Hong Kong corporate market, and is considered by one source to be a “solid, and go-to” practitioner. He handles all manner of corporate and transactional mandates, including M&A, disposals and shareholders’ agreements.
Chambers Asia Pacific 2021

Edmond Leung focuses his practice on multi-jurisdictional private equity and M&A and frequently acts on behalf of international conglomerates and foreign investors. He has extensive experience advising on acquisitions, divestments and corporate reorganisations.
Chambers Asia Pacific 2021

“They are all approachable, commercial and technically capable. They add value to their clients’ businesses by drawing on their deep network of contacts, and they don’t just focus on the legal aspects, they try to help their clients grow their businesses.”
Chambers Asia Pacific

Clients highlight the “extraordinary high-quality service”, the “vast knowledge and business acumen” of the partners and the “very strong team”.
Asia Pacific Legal 500