Freshfields Bruckhaus Deringer is advising Chinese state-owned investment company Citic Group on a restructuring that will see a Hong Kong-based subsidiary acquire the assets of the Beijing-based parent for $36.8 billion.
After the transaction, the group will inject its main businesses, which include banking, construction and energy, into Hong Kong-listed Citic Pacific Ltd. and relocate its headquarters from Beijing to Hong Kong. Citic Pacific will also change its Citic Ltd.
The deal is part of a new round of state-owned enterprise reform in China. Though many Chinese SOEs have subsidiaries in Hong Kong, those have typically been vehicles for cross-border transactions with few assets of their own. By shifting its main businesses to Hong Kong, Citic will subject them to greater transparency requirements and regulatory scrutiny.
To fund the acquisition, Citic Pacific announced on Thursday it had raised $5.1 billion by selling shares to 15 strategic investors. Chinese SOEs including China’s National Social Security Fund, China Life Insurance Co. Ltd., and ICBC International Finance Ltd. account for $4.1 billion of that amount, while international groups including AIA Co. Ltd., Qatar Holding, Temasek Holdings (Private) Ltd. and Mizuho Bank Ltd. have invested $1 billion.
The acquisition is expected to close at the end of August this year.
Beijing-based Jia Yuan Law Firm is serving as Chinese counsel to Citic Pacific.