6 January 2015
Clifford Chance advises Carlyle on acquisition of AsiaSat
Leading international law firm Clifford Chance is advising Carlyle Asia Partners IV, being Carlyle’s flagship Asia buyout fund, on its acquisition of an indirect 36.8% stake from General Electric, in Hong Kong listed satellite operator Asia Satellite Telecommunications Holdings Limited (AsiaSat) for up to US$483 million. The acquisition, which announced on 23 December, triggers a potential unconditional mandatory general offer for the 25.6% of shares in AsiaSat held by the public (the remaining 37.8% being held indirectly by CITIC Group with whom Carlyle is acting in concert for the purposes of the offer) at up to HKD26 per share which values AsiaSat at HKD10.17 billion or approximately US$1.312 billion.
Following closing of the offer, the intention is for AsiaSat to pay a special dividend to all of its shareholders of US$600 million, its share of the proceeds of which, Carlyle will use to repay its acquisition financing for the transaction.
The acquisition is subject to regulatory conditions, including PRC and EU merger control filings and Hong Kong Communications Authority approvals, and is expected to close in approximately three months, following which the mandatory general offer will be launched and is expected to close a month later.
"I'm delighted that we are working with Carlyle again on another significant transaction for their flagship Asian buyout fund ", said private equity and M&A partner Simon Cooke who is leading on this deal. "This has been a complex deal which we have been working on for over 18 months, requiring expertise in Hong Kong takeovers, multiple levels of acquisition financing, as well as regulatory expertise in the form of antitrust and merger controls and the Hong Kong telecoms regime. We are pleased to have been able to deliver this to Carlyle seamlessly as one team."
Simon is being assisted by senior associate Isaac Stewart and associate Wendy Kam in Hong Kong. Partner Matthew Truman is leading the finance team assisted by senior associates Christopher Wall and Clara Shirota and associates Elizabeth Schultz and Mel Chan. Partner Wendy Wysong and associate Montse Ferrer advised on regulatory, governance and sanctions aspects whilst our antitrust team led by partner Richard Blewett, senior associate Angie Ng and associate Jennifer Storey is advising on the various merger control filings and Hong Kong telecoms authority approvals required for the transaction.