Guangzhou Automobile Corporation – Denway Motors privatisation proposal
US$4bn
Synopsis GAC seeks a listing in Hong Kong by offering Denway shareholders a share-swap worth US$4bn. Upon completion, Denway will be privatised and existing Denway shareholders will become GAC shareholders instead
Firm Client Role
Beijing Tianyin Law Firm
Guangzhou Automobile Corporation
PRC counsel
Woo, Kwan, Lee & Lo
Guangzhou Automobile Corporation
Hong Kong counsel
King & Wood
Joint sponsors
PRC counsel
Freshfields
Joint sponsors
Hong Kong counsel

Guangzhou Automobile Corporation (GAC), the Chinese partner of Honda and Toyota, has announced that it is seeking a listing in Hong Kong and will simultaneously privatise its 38% owned affiliate Denway Motors by offering Denway shareholders a share-swap.

GAC will sell no new shares in connection with the listing because it will pay Denway's shareholders with its existing shares (worth US$4bn based on the mid-point of its own valuation) so those who now own Denway stock will instead become shareholders of GAC.

GAC turned to Beijing Tianyin and Hong Kong Woo, Kwan, Lee & Lo for advice on this complex transactions. The joint sponsors, JP Morgan Securities, Morgan Stanley and China International Capital Corporation, are being advised by King & Wood and Freshfields.

GAC, headquartered in Guangzhou, is one of the largest auto conglomerates in mainland China. Denway Motors is a Hong Kong-based investment holding company engaged in the manufacturing, assembly and trading of motor vehicles. ALB

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