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Introduction
Our attorneys advise acquisition groups, minority shareholders, and financiers in relation to mergers or consolidations under the Cayman merger law regime and in respect of mergers and acquisitions generally of Cayman Islands corporate vehicles, including merger takeovers, and take-privates of listed Cayman Islands incorporated entities. Similarly, we also advise on the same from British Virgin Islands law perspectives.
Our corporate team is highly experienced in complex cross-border M&A deals and able to advise on a wide range of related legal issues, including:
- structuring advice and due diligence investigations tailored to fit client strategy and compliance requirements preparation of preferred acquisition documentation and liaising with local counsel in related negotiations
- negotiation of insurance coverage for seller’s representations and warranties post-merger / acquisition corporate governance and compliance issues
Client representations have included:
- Working with Hong Kong counsel on the merger takeover of a developer of low-cost full featured baseband and RF semiconductor solutions by a NASDAQ listed fabless semiconductor provider in China
- Advising a major US drug distributor on its $120 million merger takeover of a leading healthcare distributor in China as part of the US company’s extension of its distribution and services in China
- Advising major US fund manager on the merger of its investment management business under the Cayman merger law regime
News and Insights
Loeb Smith Attorneys acts as the Legal Advisor to the Special Committee in First High-School Education Group’s Successful Closing of its Going Private Transaction
Hong Kong (14 March 2025) Further to the announcement on 22 November 2024, Loeb Smith Attorneys is pleased to announce its role as legal advisor in the successful completion of the going private merger transaction of First High-School Education Group Co., Ltd. (the “Company”), an education service provider primarily…
Key issues in series financing transactions from a BVI and a Cayman Islands law perspective
British Virgin Islands (“BVI”) and Cayman Islands companies have continued to play a significant role in series financing transactions in Asia and beyond as they offer a flexible, cost-competitive and well-tested means of deal structuring. The tax neutrality, the ability to close transactions electronically and the absence of…
Loeb Smith Attorneys acts as Legal Advisor in First High-School Education Group’s Going Private Merger Transaction
Hong Kong (November 26, 2024) Loeb Smith Attorneys, one of the leading offshore corporate law firms with a strong growing presence in the APAC region, advises in the going private merger transaction of First High-School Education Group, an education service provider primarily focusing on high schools in Western…
Cayman Islands Merger Take-Privates from NASDAQ and NYSE’s Trends and Frequently Asked Questions
The privatization of Chinese businesses incorporated in the Cayman Islands that are listed on the NASDAQ Stock Market (“NASDAQ”) or the New York Stock Exchange (“NYSE”) has continued to surge throughout the Covid-19 pandemic and there are currently no signs of a slowdown. For example, JOYY’s two largest…
Consolidation of Dissenters’ Rights under Cayman Islands Merger Law
In our previous publication Interim Payment Relief: New Developments Regarding Dissenters’ Rights under Cayman Merger Law, we discussed a new and significant development for minority shareholders in their quest to obtain the “fair value” for their shares in the context of a merger take-private carried out under the…
Cayman Merger Law and Interim Payment Relief
New Developments Regarding Dissenters’ Rights under Cayman Merger Law In our recent publication Cayman Merger Take-Privates from NYSE and NASDAQ in 2016 – Year in Review, we discussed some developing trends and lessons that can be learned from merger take-private acquisitions from U.S. stock exchanges completed1 in 2016…
Public mergers and acquisitions in the Cayman Islands
In 2016 public M&A activity in the Cayman Islands continued to be marked by an increasing volume of take-private transactions involving Chinese companies previously listed on NASDAQ or NYSE. In this context, “Chinese companies” mean Cayman Islands-domicilled entities within a corporate structure (for example, as part of a…
