Clifford Chance

Clifford Chance advises on Haier Smart Home's proposed privatisation of Haier Electronics Group

Highly complex deal also involves the restructuring of exchangeable bonds and proposed listing of enlarged Haier Smart Home on HKEX

Leading international law firm Clifford Chance is advising Shanghai and Frankfurt listed Haier Smart Home Co., Ltd. (stock codes: SH 600690, 690D) on the proposed privatisation of its Hong Kong listed subsidiary Haier Electronics Group Co., Ltd. (stock code: 1169). The privatisation will be effected by a scheme of arrangement under which new H shares of Haier Smart Home will be offered in exchange for the shares held by the shareholders of Haier Electronics Group.

A novel element of the transaction will involve Haier Electronics Group making a cash payment of up to US$446 million to the scheme shareholders when the scheme of arrangement becomes effective. The privatisation proposal is one of the largest for a Hong Kong listed company announced thus far this year, valuing Haier Electronics Group at approximately US$11.4 billion.

In conjunction with the proposed privatisation, an application will be made to list the enlarged Haier Smart Home on the Hong Kong Stock Exchange. Upon the completion of the proposed privatisation and listing, Haier Smart Home will be listed on three major stock exchanges in Shanghai, Frankfurt and Hong Kong.

The deal also involves a proposed restructuring of certain listed exchangeable bonds issued by a member of Haier Smart Home. New convertible bonds will be issued to replace the exchangeable bonds.

China Co-Managing Partner Tim Wang who is leading the transaction said, "We are very honoured to be advising Haier Smart Home on this landmark transaction. This highly complex transaction showcases Clifford Chance's deep cross-practice and cross-border strengths and expertise across the fields of public company takeovers, listing, debt capital market, as well as Hong Kong and German securities regulatory practice."

The deal draws upon the firm's market leading practices across its Hong Kong, Beijing, Shanghai and Frankfurt offices. The team comprises:

• Partners Amy Lo and Frank Yuen, senior associate Tommy Tam, associate Winnie Poon and trainee Ryan Siu, who are advising on the privatisation;
• Partners Jean Thio and Xiang Tianning, counsel Wu Hao, senior associates Chen Sheng and Liu Gehuan, associate Fan Zhengyuan and trainee Jeffrey Lee, who are advising on the listing;
• Partners Connie Heng, David Tsai and Mark Chan, and senior associate Torrance Shi, who are advising on the restructuring of the exchangeable bonds;
• Partners Markus Stephanblome and Philipp Klöckner, who are advising on German securities and regulatory issues; and
• Partner Rocky Mui, who is advising on Hong Kong securities and regulatory issues.

In 2018, Clifford Chance also advised on the IPO and listing of Haier Smart Home (formerly known as Qingdao Haier) on the German-Chinese stock exchange platform Ceinex in Frankfurt.

Haier Smart Home is a global leader in home appliances and smart home solutions, and a pioneer in smart home living.