3 November 2014
- Terence Foo, Anthony Wang, Liu Fang, Virginia Lee, Raymond Tong, Ling Ho, Richard Blewett, Yan Yuan, Yong Bai
- Beijing, Hong Kong
Clifford Chance advises COFCO on successful closing of US$2.8 billion acquisitions of 51% of Noble Agri and 51% of Nidera
Leading international law firm Clifford Chance has advised COFCO Corporation on the closing of two concurrent global acquisitions, being 51% of Noble Agri Limited for an initial purchase price of US$1.5 billion and 51% of Nidera Capital B.V. for approximately US$1.3 billion. Both Noble Agri and Nidera acquisitions became wholly unconditional on 30 September and were completed and settled on 14 October.
Noble Agri, which was the global agricultural platform of the Singapore listed Noble Group, mainly engages in the origination, storage, processing, transportation, distribution and trading of grain and oilseeds, soft commodities and sugar by originating from low-cost producing regions such as Brazil, Argentina and the Black Sea region, and supplying to markets with high demand such as China, India and Middle East.
Nidera is a major international agribusiness and trading company headquartered in the Netherlands. It has domestic and international operations in 18 major export and import countries and distributes its products to more than 60 countries in the world.
COFCO, a Fortune 500 company, is the largest grain, oil and foodstuff company in China with a business portfolio covering agriculture commodity trading and processing, branded consumer foods and beverages, packaging materials and products, hotels & real estate, finance and others.
Both Noble Agri and Nidera were acquired by subsidiaries of COFCO International Limited, a subsidiary of COFCO (Hong Kong) Limited which is in turn wholly owned by COFCO Corporation.
As part of the financing of both transactions, a consortium led by HOPU Investments, including Temasek, International Finance Corporation and Standard Chartered Private Equity Limited, co-invested alongside COFCO (Hong Kong) Limited, providing equity funding by subscribing for a 40% stake in COFCO International Limited. Debt financing was also provided by a syndicate of banks with HSBC as coordinator and Bank of China as facility agent. Clifford Chance advised on both the equity co-investment and debt financing.
Beijing Corporate partner Terence Foo, who co-led both the Noble Agri and the Nidera transactions said, "The acquisition of the two leading agribusinesses provides a strong international platform for COFCO. China is now the largest importer of agricultural commodities in the world, and this transaction will help build up a stable global grains corridor between the largest agricultural commodities origination regions and high demand regions such as China."
Terence was assisted by senior associate Yan Yuan on the equity co-investment, and Finance partner Anthony Wang and senior associate Vivian Wong in Hong Kong advised on the debt financing.
On the Noble Agri transaction, Terence and Hong Kong partner Roger Denny led on the deal and were supported by partner Liu Fang, senior associates Isaac Stewart and Satbir Walia and associates Adam Wang and Grace Wu. Hong Kong partner Virginia Lee and Singapore partner Raymond Tong provided support on Hong Kong and Singapore listed companies advice. In addition, advice was provided by Amsterdam partner David Griston on commodities, London partner Jonathan Elman and senior associate Rebecca Hill on tax, Hong Kong partner Ling Ho and senior associate Alice Tang on trademark licensing, and associate James Plummer on transitional services.
Terence and Amsterdam partner David Griston led the Nidera transaction with the support of senior associate Yan Yuan and associate Menghan Wang in Beijing, and senior associate Joel Erwteman and associates Maud van Beuningen and Pieter Leefers in Amsterdam.
China antitrust head Richard Blewett led the antitrust team which advised on antitrust filings in multiple jurisdictions supported by senior associates Angie Ng and Yong Bai and other lawyers across the Clifford Chance network.