King & Wood Mallesons (KWM) is acting for Shanghai Pharmaceuticals Holding Co., Ltd (“Shanghai Pharma”) and Primavera Capital Fund II L.P. (“Primavera”) on their joint acquisition of 100% of ASX-listed Vitaco Holdings Ltd (“Vitaco”) by way of scheme of arrangement. Shanghai Pharma and Primavera are offering Vitaco shareholders A$2.25 per share (less any dividend paid), valuing Vitaco at A$313.7 million.
The parties have entered into a scheme implementation deed which was released to the market earlier today (4 August 2016). The scheme is subject to a number of customary conditions including shareholder and court approval and relevant regulatory approvals and is expected to be voted on by Vitaco shareholders in November 2016 with implementation of the scheme expected to occur in December 2016.
Vitaco is a leading vitamins and supplements, sports nutrition, and health foods business in Australia and New Zealand that develops, manufactures and markets world-class nutrition products under market-leading brands across the broader nutrition, health and wellness category.
Shanghai Pharma is a leading pharmaceutical group headquartered in Shanghai. It is listed on both the Shanghai Stock Exchange and the Hong Kong Exchange. Shanghai Pharma's principal business covers pharmaceutical research and development, manufacturing, distribution and retailing. Primavera Capital is a leading Asia-based investment firm that combines global capital market experience, deep industry knowledge, and a strong network of relationships with policy-makers as well as leading business leaders and entrepreneurs in Asia and globally.
The KWM team was led by partners Xu Ping and Jonathan Grant (both based in Beijing) and Shannon Finch (based in Sydney), supported by lead Senior Associate Clifford Sandler together with Tom Harrison, Huang Yunzhu and Kenny Chen and a number of other partners and associates across our China, Hong Kong and Australian offices.
Xu Ping said, “This deal once again proves KWM’s capabilities to guide Chinese clients through the legal maze in making overseas investments and implementing their globalisation strategy. With strong professional expertise and practical experiences in both PRC and Australia, our team successfully assisted our clients in resolving complex legal issues, meeting regulatory requirements in both China and Australia, and working out the different market practices of the two countries.”
Jonathan Grant said, “KWM is honoured to have acted for Shanghai Pharma and Primavera on this exciting transaction. The transaction involved complex cross-border legal, regulatory and transaction management issues which the KWM global team in China, Hong Kong and Australia was able to expertly manage in order to successfully negotiate a deal with Vitaco that addressed those complex issues while delivering funding and execution certainty for Vitaco and its shareholders.”
Shannon Finch commented, “The transaction also involved a number of innovative elements to accommodate the cross border nature of the transaction and to support deal certainty. The advisory teams brought real creativity and commerciality to the table to meet all parties’ needs."
