May 22, 2012, China Securities Regulatory Commission (CSRC) approved the material asset reorganization of Henan Shuanghui Investment & Development Co., Ltd. (Shuanghui Development) (000895.SZ).
Due to the changes in foreign equity of Shuanghui Development's shareholders, Xintai Group Co., Ltd. (Xintai Group) became the actual controller of Shuanghui Development, which triggered the tender offer obligation. Xintai Group issued a general offer with a premium to all shareholders of SHuanghui Development except Shuanghui Group through its overseas subsidiary Rotary Vortex Limited. November 17, 2011, CSRC approved the general offer.
Shuanghui Development issued shares to Shuanghui Group and Rotary Vortex Limited to purchase meat business asset (29 target companies involved in total, including 25 companies by the way of equity acquisition and 4 companies by the way of absorption acquisition). Meanwhile, Shuanghui Development transferred its logistics asset to Shuanghui Group. The issued shares were priced at CNY 49.89 per share. In terms of the consideration, this deal marked the second largest material asset reorganization in A-share market.
JIngtian & Gongcheng advised the purchaser in the deals.