Clifford Chance

Clifford Chance advises NWS on HK$35.5 billion pre-conditional voluntary cash offer by wholly-owned CTFE subsidiary

Global law firm Clifford Chance has advised NWS Holdings Limited (NWS) on the pre-conditional voluntary cash offer by a wholly-owned subsidiary of Chow Tai Fook Enterprises Limited (CTFE) to acquire all issued shares of NWS and cancel remaining outstanding share options of NWS. This offer was extended to NWS issued shares not already beneficially owned by Chow Tai Fook (Holdings) Limited and its subsidiaries. The maximum total offer consideration is HK$35.5 billion (US$4.55 billion).

NWS and its subsidiaries invest and operate a wide range of business predominantly in Hong Kong and Mainland China including toll roads, construction, insurance, logistics and facilities management.

After the transaction, NWS will gain greater financial flexibility to optimise its capital structure and improve its cost of capital, including the pursuing of financing or re-financing opportunities at more favourable terms.

Partner Virginia Lee led the Clifford Chance team in Hong Kong advising on the transaction, with support from registered foreign lawyer Eunice Leung and associates Joanne Lau, Anson Wong and Ryan Ho. Partner Maggie Lo and associate Howard Hung advised on financing matters; and partner Angela Chan and associate Sarah Ku advised on debt capital markets matters.

Virginia said, “We are proud to support our long-standing client NWS on this significant transaction with CTFE, which provides greater financial flexibility and opportunities for optimising the future development of NWS' business. We brought together the firm's corporate, financing, capital markets and regulatory expertise and worked closely with the NWS team to bring this to a successful close.”

This transaction continues Clifford Chance’s long-standing work for NWS, including advising on the sale of Goshawk Aviation's commercial aircraft leasing platform to SMBC AC and Kai Tak Sports Park project tender in Hong Kong.