Deal News: Alibaba.com has agreed to purchase up to a 99.67% interest in China Civilink from SYNNEX and various other founders for a total consideration of US$79m. China Civilink operates in China as HiChina Web Solutions, a leading provider of Internet infrastructure services in China, and Alibaba.com will gain a significant new customer base from this acquisition.
This deal was not a simple transaction and was further complicated by a new shareholders’ agreement between Alibaba.com and the remaining founders of China Civilink which provides the founders with various incentives, including a put option and performance linked earn-in shares arrangements.
Slaughter and May and Fangda advised Alibaba.com on its acquisition. “The target is in China, so when we decided on the team of lawyers we selected PRC lawyers for all the due diligence and Hong Kong lawyers for compliance as well as overall coordination. Slaughter and May have very good Mandarin speakers so that will be very good for coordination with the PRC team and they have very good expertise and knowledge in this area,” Elsa Wong, senior legal director and company secretary of Alibaba.com, said. Wong added that Slaughter and May was also selected for the reasonableness of its fees.
Both Slaughter and May and Fangda had dealings with Alibaba.com when it first listed in 2007. Fangda advised Alibaba.com on PRC issues relating to the IPO and, although Slaughter and May did not act for Alibaba.com directly, the two developed a relationship because Slaughter and May acted for the underwriters on that deal.
Fangda and Slaughter and May also had to work closely with one another. “Fangda advised on PRC due diligence and in that sense we had to work very closely together because obviously the findings had to be worked into the sale purchase documentation,” said Benita Yu, lead partner on this deal for Slaughter and May.
Jincheng, Tongda & Neal advised the sellers on this acquisition. The acquisition is expected to complete later this year and all the law firms involved will continue to assist on matters required for completion.
Fangda won the IP Firm of the Year award at the ALB China Law Awards this year. Slaughter and May, meanwhile, took home the China Deal of the Year award for its role in the China Netcom/Unicom/Telecom restructure. Click here for further details of all the winners at the ALB China Law Awards 2009.
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