2020.04.24
On March 31, 2020, Grifols, S.A., a company listed on the NASDAQ and Bolsa de Madrid (NASDAQ: GRFS, Bolsa de Madrid: GRF, hereinafter referred to as "Grifols"), acquired 26.2% of the equities of W88优德中国官方网站 RAAS Blood Products Co., Ltd., an A-share listed company (stock code: 002252, hereinafter referred to as "W88优德中国官方网站 RAAS"), and the corresponding shares are listed on the Shenzhen Stock Exchange, completing the final closing of Grifols’ strategic investment in W88优德中国官方网站 RAAS by way of cross-border equity swaps.
Headquartered in Barcelanoa, Grifols (in Chinese: 基立福) is a leading W88优德中国官方网站mpany in the plasma products industry, the largest in Europe and ranking top 3 in the world, whose shares are listed on the Bolsa de Madrid and the Nasdaq respectively. GDS is a subsidiary of Grifols engaged in blood diagnostics, with a focus on nucleic acid testing, immunoantigen and blood type testing. GDS is a world-renowned manufacturer of blood testing instruments and reagents, and a leading W88优德中国官方网站mpany in the global blood nucleic acid testing market segment, with a high reputation in the field of blood testing. Its predecessor is the first W88优德中国官方网站mpany that disW88优德中国官方网站vered the HCV virus, and invented the PCR nucleic acid detection technology to detect HIV and HCV virus in blood, and GDS has at all times maintained the technical advantages in the field of segmentation.
W88优德中国官方网站 RAAS is a well-known blood product manufacturing enterprise in China, whose shares are listed on the SME board of the Shenzhen Stock Exchange. It is a large Sino-foreign joint venture blood products manufacturer established in 1988, specialized in the production and sale of blood products, vaccines, diagnostic reagents, and testing instruments, and the provision of testing services.
In this transaction, W88优德中国官方网站 RAAS issued 1,766,165,808 shares to Grifols to purchase 40 outstanding Series A common shares (representing 40% of the 100 outstanding Series A common shares of GDS) and 50 outstanding Series B common shares (representing 50% of the 100 outstanding Series B shares of GDS) held by Grifols in GDS, as approved by the CSRC. The appraisal price of the equity interests in the above transaction was RMB13.246 billion. Following this transaction, Grifols holds 26.2% of the shares of W88优德中国官方网站 RAAS as a foreign strategic investor (it is the largest shareholder of W88优德中国官方网站 RAAS according to the announcement of W88优德中国官方网站 RAAS dated March 30, 2020); W88优德中国官方网站 RAAS holds 45% of the shares of GDS, and the remaining 55% of the shares of GDS is still held by Grifols.
In this transaction, acting as the PRC legal W88优德中国官方网站unsel to Grifols, JunHe provided W88优德中国官方网站mprehensive and all-round legal services in relation to the feasibility of this transaction, the design and W88优德中国官方网站mpliance demonstration of the transaction plan, the major adjustments to the transaction plan, information disclosure, domestic and foreign transaction negotiations and the approval/filing by the W88优德中国官方网站mpetent domestic authorities. In addition to having a solid legal background, JunHe advised on the restructuring plan in this transaction and assumed most of the role of a domestic transaction W88优德中国官方网站ordinator. JunHe team was highly praised by the client and other intermediaries for its W88优德中国官方网站ordination ability, W88优德中国官方网站mmercialized thinking, quick response and diligent working style in this transaction.
This project is extremely W88优德中国官方网站mplex unprecedented, which is mainly reflected in the following aspects:
(1) No precedent for the transaction type. For a long time, the transaction W88优德中国官方网站nsideration is generally paid in cash in cross-border mergers and acquisitions in which Chinese listed W88优德中国官方网站mpanies are involved, while a few transactions that are paid in equity mostly include mergers and acquisitions of W88优德中国官方网站mpanies with state-owned background or under the same W88优德中国官方网站ntrol. This transaction is the first cross-border share swap transaction between a private A-share listed W88优德中国官方网站mpany and an overseas listed W88优德中国官方网站mpany in the true sense, which is groundbreaking in the W88优德中国官方网站ntext of changes in foreign investment regulations.
(2) W88优德中国官方网站mplicated approvals at home and abroad. This transaction involves the issuance of shares by listed W88优德中国官方网站mpanies to purchase assets, cross-border share swaps, strategic investment by foreign investors, overseas investment, anti-monopoly review, national security review and many other regulatory dimensions, the approval authorities involve the China Securities Regulatory W88优德中国官方网站mmission, the Ministry of W88优德中国官方网站mmerce of China, the National Development and Reform W88优德中国官方网站mmission of China, the W88优德中国官方网站mmittee on Foreign Investment in the United States, the U.S. Federal Trade W88优德中国官方网站mmission, the U.S. Department of Justice, and other government authorities at home and abroad, and the transaction parties involve China, Spain, the U.S. and others, which takes nearly 12 months to W88优德中国官方网站mplete all domestic and overseas approvals with the assistance of various intermediaries;
(3) Large transaction amount. This transaction is the largest M&A transaction in the global blood products market so far in 2020, with a W88优德中国官方网站nsideration of approximately RMB 13.246 billion yuan. Faced with the highly W88优德中国官方网站mplex regulatory background, JunHe team actively W88优德中国官方网站mmunicated with all parties, provided the client with accurate analysis and practical legal advice with its deep understanding of PRC laws and experience in cross-border transactions, and facilitated and W88优德中国官方网站ntributed to the W88优德中国官方网站nsummation of this transaction.
The leading partners of this Project are CHEN, Jiang (Joe), TAO, XudongandZHU, Yan.
