Clifford Chance advises Dongfeng Motor on the take-private merger and listing of VOYAH

Global law firm Clifford Chance is acting as international counsel for Dongfeng Motor Corporation (Dongfeng Motor) on its proposed merger by absorption with its Hong Kong-listed subsidiary Dongfeng Motor Group Company Limited (DMG).

Under the terms of the merger, Dongfeng Motor will pay an aggregate cash consideration of HK$14.7 billion (approximately US$1.89 billion) to DMG’s H-shareholders, excluding those H-shares already held directly by Dongfeng Motor.

Subject to the satisfaction of the merger conditions, DMG will be delisted from the Hong Kong Stock Exchange. Simultaneously, DMG’s shareholding in VOYAH Automotive Technology Co., Ltd. (VOYAH) will be distributed to DMG’s shareholders. VOYAH intends to pursue a listing by introduction of its H-shares, conditional upon completion of the distribution.

Chair of China Practice and partner Tim Wang and partner Tommy Tam co-led a multidisciplinary team in Hong Kong, Beijing and Shanghai, advising Dongfeng Motor on the following aspects of the deal:

• Delisting: Partner Tommy Tam, counsel Chloe Choy, senior associate Anson Wong, associates Priscilla Au-Yeung and Jonathan Chan;
• Listing: Partners Jean Thio and Tianning Xiang, counsel Janet Fok, senior associate April Zhang, associates Yaping Li and Meng Mao, legal specialist Janssen Yang, and legal analysts Cedric Yu, Anthony Shen and Huijie Chen;
• Acquisition financing: Partner Vicky Ma and associate Timothy Nip.

Tim said, “We are honoured to have advised Dongfeng Motor on this landmark transaction. Its complexity highlights Clifford Chance’s robust cross-practice and cross-border capabilities in public company takeovers and listings.”

Tommy added, “We sincerely thank Dongfeng Motor for placing their trust in our expertise.”

Dongfeng Motor, a state-owned enterprise directly administered by China’s State-owned Assets Supervision and Administration Commission manufactures commercial vehicles, passenger vehicles, electric vehicles and ancillary services and products. VOYAH is a non-wholly owned subsidiary of DMG and specialises in the research and development, production, sales and after-sales services of high-end new energy vehicles.

Clifford Chance is a leading adviser on take-private transactions in Hong Kong, recently advising on the privatisations of Kangji Medical, ENN Energy and Beijing Capital Grand.