Latham & Watkins represented the buyer consortium led by Tencent Holdings Limited (Tencent) and Hammer Capital Opportunities Fund L.P. in the US$1.1 billion going private transaction of Bitauto Holdings Limited (NYSE: BITA, Bitauto), which was closed on November 4, 2020. Latham is also advising Tencent as a joint offeror for the on-going mandatory general offer for Yixin Group Limited (Yixin), Bitauto’s Hong Kong-listed subsidiary, with an offer price valuing Yixin at approximately US$1.6 billion, which was triggered by the privatization of Bitauto pursuant to the “chain principle” under Hong Kong’s Takeovers Code.
Bitauto is a China-based provider of internet content and marketing services for China’s automotive industry. Following the completion of the going private transaction, Bitauto has become a privately held company and its ADSs have ceased to be listed on the New York Stock Exchange. Yixin is an online automobile finance transaction platform in China. After completion of the mandatory general offer, Yixin will remain a Hong Kong-listed company.
“We are pleased to have participated in this one-of-a-kind combination of a US privatization and a simultaneous Hong Kong public takeover involving two affiliated Chinese companies. The intertwining applications of both US and Hong Kong regulations makes it an extraordinarily complex transaction. We are proud to have assisted the buyer consortium and Tencent in this landmark deal, demonstrating Latham’s expertise in both US and Hong Kong public M&A and our ability to execute complex cross-border transactions,” said Frank Sun, a M&A partner in the firm’s Hong Kong office who co-led the team.
The Latham team was led by Hong Kong partners Frank Sun, Benjamin Su, and Terris Tang, with Orange County partner Daniel Rees, Washington D.C. partner Brian Miller, Los Angeles partners Sam Weiner and Michelle Carpenter, and New York partner Christopher Harris, as well as Orange County Counsels David Kuiper and Kristin Murphy, Hong Kong Counsel Simon Hawkins, Hong Kong associates Zhonghua (Stephen) Shi, Bonnie Tse, Kenneth Hui, Yao Yang, and Alex Lai, Shanghai associate Liyun (Louise) Deng, Orange County associates Amro Suboh, Christopher Lee, Christopher Martinez, and Wesley Horton, Washington D.C. associate William Hackett and Los Angeles associate Brian Rogers.