China Merchants Bank, China’s sixth-largest lender by assets, is the first major Chinese bank to raise funds from a rights issue since the credit crunch, and its US$3.2bn rights offering has called on top-tier firms to provide legal advice.

China Merchants Bank’s (CMB) US$3.2bn rights offering has called on top-tier firms to provide legal advice. The offering makes China Merchants Bank, China's sixth-largest lender by assets, the first major Chinese bank to raise funds from a rights issue since the credit crunch hit last year.

The global rights offering consisted of a public offering of A shares, a public offering of H shares and private placements of H shares to institutional investors outside the PRC and Hong Kong, including within the United States.

Davis Polk, which previously advised CMB on its 2006 H-share IPO, helped the issuer structure this offering to allow for the placement of H-shares to qualified institutional investors (QIBs) in the US, which involved significant analysis and planning in respect of US securities laws and related exemptions. The firm also conducted due diligence, drafted the prospectus, and negotiated the underwriting papers.  “We advised the client on the procedures and documentation it must have in order for the offer to US shareholders to be a good private placement, including advice with respect to the procedures for US shareholder contact, and how to meet the reasonable belief standard that the offerees were QIBs,” said James Lin, partner at Davis Polk, who led the offering.

The firm previously worked on three of the five biggest IPOs by Chinese banks – those of Industrial and Commercial Bank of China, China Construction Bank and China Merchants Bank. “We're optimistic at the prospect of significant new issuances in the Chinese financial sector in 2010,” said Lin.

Last year, Jun He was also engaged to advise China Merchants Bank in its acquisition of Hong Kong-based Wing Lung Bank – one of the largest outbound acquisition by Chinese companies. Freshfields on the other hand, advised the selling shareholders of Wing Lung Bank.

*UBS AG and CICC were the global coordinators of the global rights offering; BNP
Paribas, J.P. Morgan, Merrill Lynch and UBS were the joint lead underwriters; and Citi was the financial adviser of the H share rights offering.

Related stories:

• Growth in hospitality industry work underlined by latest NASDAQ listing