19 July 2017
Clifford Chance advises Bank of China Group Investment on the privatisation of Asia's biggest warehouse operator and real estate fund manager, Global Logistic Properties
Leading international law firm Clifford Chance advised Bank of China Group Investment Limited (BOCGI) as a member of a consortium (Consortium) on the proposed acquisition of all shares in, and the privatisation of, the Singapore Exchange-listed Global Logistic Properties Limited (GLP). GLP is Asia's biggest, and one of the world's largest warehouse operator and real estate fund managers. The deal was conducted by way of a scheme of arrangement in compliance with the Singapore Code on Take-overs and Mergers.
GLP and the Consortium jointly announced the proposed transaction on 14 July at an offer price of S$3.38 cash per share (representing a 25% premium over the closing price of GLP before the announcement) and a total consideration of approximately S$16 billion (US$11.6billion). The privatisation is expected to be completed by April 2018.
The Consortium comprises HOPU Logistics Investment Management Co., Ltd. (21.3%), Hillhouse Capital Logistics Management Ltd. (21.2%), SMG Eastern Limited (21.2%), BOCGI (15.0%) and Vanke Real Estate (Hong Kong) Company Limited (21.4%).
GLP operates across 117 key cities in China, Japan, United States, Brazil, Singapore and across the globe. Its clients include household names such as Amazon, Alibaba, Carrefour, COFCO, JD.COM, EMS, DHL, FedEx, SF Express, Mercedes Benz, BMW and Siemens.
The proposed transaction has been referenced in media reports as the largest buyout in Asia by private equity houses thus far. It is supported by GLP's current largest shareholder, Government of Singapore Investment Corporation, Singapore's sovereign wealth fund.
The transaction was executed by a cross-border, cross-practice team led by Hong Kong corporate partner Fang Liu, supported by senior associate Huang Shan, associates Shi Zhonghua and Ethan Ying, and trainee Jiangzhou Lan. Partners Timothy Democratis (Beijing), Lee Taylor (Singapore) and Jeff Berman (New York) respectively advised BOCGI on aspects of debt financing, Singapore Code on Take-overs and Mergers and US regulatory matters.
Fang Liu said, "We are pleased to advise long-standing client BOCGI on this major deal in Asia's buyout history."