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CROSS-BORDER INVESTMENTS - ELECTIVE COURSE -

CROSS-BORDER INVESTMENTS - ELECTIVE COURSE -. Rainer Kulms Max Planck Institute for Comparative and International Private Law – Hamburg kulms@mpipriv.de Cross-Border Investments – Statistics – Patterns M & A Typology, Negotiation, Company Law Aspects

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CROSS-BORDER INVESTMENTS - ELECTIVE COURSE -

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  1. CROSS-BORDER INVESTMENTS- ELECTIVE COURSE - Rainer Kulms Max Planck Institute for Comparative and International Private Law – Hamburg kulms@mpipriv.de Cross-Border Investments – Statistics – Patterns M & A Typology, Negotiation, Company Law Aspects M & A and Ancillary Contracts – Joint Ventures Acquisition Finance EU Takeover and Competition Laws Investment Controls - Summary CESL ELECTIVE - APRIL 2016

  2. Statistics: Chinese Outbound FDI Flows 2002 – 2014 Source: Rhodium Group 2016/MOFCOM Statistics CESL ELECTIVE - APRIL 2016

  3. Completed Chinese Outbound Cross Border M & A CESL ELECTIVE - APRIL 2016

  4. Completed Chinese Cross Border M&A (Industry of Target) Source: European Chamber of Commerce in China (2013) CESL ELECTIVE - APRIL 2016

  5. Completed Chinese Cross Border M&A (Region of Target) Source: European Chamber of Commerce in China (2013) CESL ELECTIVE - APRIL 2016

  6. 2000 – 2014 (Rhodium/Mercator) Chinese OFDI in the EU of 28 (Greenfield and M&A) Source: European Chamber of Commerce in China (2013) CESL ELECTIVE - APRIL 2016

  7. Planning the Deal Chinese Outbound Foreign Investments (M & A) ►Closed Transactions 2015 up by 16 % from 2014 ▪more diverse mix of assets (with a focus on energy and advanced technology) ▪greater two-way traffic (cf. income from overseas subsidiaries) ▪Chinese state-owned investors – private investors ►Distinguish target countries of Chinese OFDI ▪provide capital to sustain developments and provide alternatives to resources abundant countries to maximise bene benefits ►Replacement effects? (China’s OFDI/OECD countries’ OFDI) ▪no evidence that a rise of China’s OFDI in oil-abundant countries will cause a significant in OECD countries’ OFDI ▪High-income host countries: 10% rise in Chinese OFDI will cause a 5.32% in the OECD countries’ OFDI Country ratings CESL ELECTIVE - APRIL 2016

  8. Planning the Deal Regulatory Obstacles Source: European Chamber of Commerce in China (2013) CESL ELECTIVE - APRIL 2016

  9. M & A : ChemChina – Syngenta (Switzerland) CASE 1 Friendly Takeover Offer $ 43bn/$ 465 per share Syngenta Switzerland US subsidiaries (incl. research) Latin America 30% North America 25% Europe, Asia, Middle East 31% Asia Pacific 14% China National Chemical Corp. (ChemChina) Yet a Project! State-owned Assets Supervision and Administration Commission-SASAC ▪US Investment Controls (CFIUS) ▪Antitrust Issues ▪Takeover Law (Friendly/Hostile) CESL ELECTIVE - APRIL 2016

  10. M & A: ChemChina – Makhteshim Agan (Adama) CASE 2 China National Agrochemical Corp. (CNAC) 60% MAI Israel (Adama) (Non-)agrochemical products Raw materials (DELIST!) 40% M & A + Strategic Partnership + Shareholder Agmts. $2.4bn China National Chemical Corp. (ChemChina) Koor Industries Tel Aviv Antitrust? State-owned Assets Supervision and Administration Commission-SASAC Post-acquisition plans ▪Adama IPO in the US? ▪Adama acquires Chinese companies ▪Adama exclusive distributor CESL ELECTIVE - APRIL 2016

  11. M & A: ChemChina(BlueStar) – Elkem AS (Norway) CASE 3 China National BlueStar Group Co. Ltd (non-listed) Orkla Norway Sells 100% Elkem AS Silicone, solar industry, special metals and chemical products (Norway, Iceland, Canada, China, Brazil, South Africa ChemChina 80% Blackstone (Private Equity) 20% Elkem IPO? State-owned Assets Supervision and Administration Commission-SASAC BlueStar-Elkem Investment Co Ltd (HKG SAR) Antitrust issues, etc. ? CESL ELECTIVE - APRIL 2016

  12. M & A: Sany- Putzmeister CASE 4 Share deal ! Private Shareholders (Family) Foundations 570 m € turnover, 3000 employees, 6m € profits on sales of pumps Putzmeister (high-tec pumps) (medium-sized) 324m € Sany Heavy Ind., 90% Citic PE Advisors, 10% Putzmeister has debts of 165m € and a credit-line of 400m €. CESL ELECTIVE - APRIL 2016

  13. M & A: Geely – Volvo CASE 5 $ 1.6 bn equity $ 200m credit note $ 900m working c. ►Acquisition Team ▪communication ▪inform regulators ▪pledges work force/standards ▪IP rights: Ford, Geely/Volvo ►Acquisition Finance ▪Geely (≥ $ 800m) ▪Daqing gvmt. Investment vehicles, Bank of China, China Construction, ExIm Bank of China, foreign lenders ▪’Foreign Status’ of Volvo! Ford Antitrust? Volvo 100% Zhejiang Geely Holding Group Co. Ltd. Private car maker Daqing state-owned firm (investment + management of state-owned assets) CESL ELECTIVE - APRIL 2016

  14. Cf. also Antitrust – Investment Controls LEGAL RISK ASSESSMENT I ►Investment Target – Form of Cooperation ▪Consider establishment of a European subsidiary ▪Long-term contract without establishing a corporate body (consider research cooperation/exploring future joint activities) ▪Consider Framework Contract as a prelude to a closer form of cooperation ▪Joint Venture defines cooperation and lays down rules for activities usually in a body of corporate law ▪Partnerships ▪Limited Liability Companies ▪Listed or non-listed corporations CESL ELECTIVE - APRIL 2016

  15. Cf. also Preferential Bank Loans and WTO concerns LEGAL RISK ASSESSMENT II ►Chinese Regulatory Approvals for Outbound Investments ▪National Development Commission (NDRC) Filing requirements (provincial branch) < 300m US $ File with NDRC direct ≥ 300m US $ Approval for investments ≥ 1 bn US $ or sensitive countries or industries Approval by State Council ≥ 2 bn US $ or sensitive countries or industries ▪MOFCOM: inter alia investment agreement/contract ▪State Administration of Foreign Exchange (SAFE) ▪Rules for State-owned Enterprises ▪Shanghai Exchange/Natural Persons/Industry-specific Cf. provincial govmts. CESL ELECTIVE - APRIL 2016

  16. NON-LEGAL ASPECTS: Culture ▪Chinese Negotiation Team: State-owned Enterprises and Privately-owned Enterprises ▪European Negotiating Team (German/non-German): Hierarchical Structure of Enterprises - Subordinate units and middle-management level have more discretion to decide issues independently - Negotiating team will prepare strategy for realising project and will have power to decide with some flexibility (involve law department or attorney early) - Negotiations to be realised within a certain timeframe and final contract will be prepared ▪Post-acquisition integration of different corporate cultures CESL ELECTIVE - APRIL 2016

  17. M & A: CNRC – Pirelli (Italy) CASE 6 China National Tyre and Rubber Co. Ltd. (manufacture + distribution) Camfin BidCo226.2 % Other Pirelli shareholders Takeover offer ChemChina Pirelli SpA (listed) Antitrust issues ? Contract for Long-term Industrial Partnership ▪Two-step process ▪Pirelli delisting ▪Future structure of Pirelli State-owned Assets Supervision and Administration Commission-SASAC CESL ELECTIVE - APRIL 2016

  18. M & A: ChemChina(BlueStar) – Elkem AS (Norway) CASE 3 rev. China National BlueStar Group Co. Ltd (non-listed) Orkla Norway Sells 100% Elkem AS Silicone, solar industry, special metals and chemical products (Norway, Iceland, Canada, China, Brazil, South Africa ChemChina 80% Blackstone (Private Equity) 20% Elkem IPO? State-owned Assets Supervision and Administration Commission-SASAC BlueStar-Elkem Investment Co Ltd (HKG SAR) Antitrust issues, etc. ? CESL ELECTIVE - APRIL 2016

  19. M & A: Shenyang Machine Tool Group – Schiess CASE 7 Schiess privatised, but heavily undercapitalised Close to insolvency Phase II (after 2004) Shenyang Machine Tool Group owns 40 % Phase I (prior to 2004) Shenyang Machine Tool Group owns 100% Schiess ►Shenyang’s Undertakings Invest 40m € to make Schiess competitive Keep German workforce and expand if profitable Envisage Joint Venture with suppliers. CESL ELECTIVE - APRIL 2016

  20. CHOICE OF FORM I ▪Branch of a Chinese Company (head office located in PRC): Immediate Focus is not in entrepreneurial activities. Liability concerns are not controlling. Representative Office (legal status?) - cost considerations - some jurisdictions notification duties under trade law - branch of a Chinese corporation (EU law terminology): File documentation with Commercial Registry or equivalent (incl. corporate charter of Chinese corporation): Legal representatives ( board of directors) must have good standing (no breach of law) CESL ELECTIVE - APRIL 2016

  21. CHOICE OF FORM II Hybrids ▪Commercial Partnerships - Basics ►Limited Partnerships (Kommanditgesellschaft/société en commandite simple) and Creditors Limited Partners: member’s participation maximum amount General Partner unlimited liability ►Problem zones: Decision-making process Lack of comprehensive legal personality Insolvency scenario CESL ELECTIVE - APRIL 2016

  22. CHOICE OF FORM III How to limit number of shareholders? ►Business Advantages of a Corporate Entity Separate Legal Personality ( ProtectionfromCreditors) Limited Liability ( Assessment of Maximum Losses) Centralised Management under a Board Structure Free Transferability of Shares (Investor Ownership by Contributors of Capital) ►Best Corporate Form Listed Corporations Non-listedcorporations/private (closedcorporations) CESL ELECTIVE - APRIL 2016

  23. Shareholders’ Agreements CHOICE OF FORM IV ►Listed Corporations big enterprises and larger number of shareholders (but consider block-holdings v. dispersed ownership) statutory requirements and corporate governance codes capital markets can tapped (raising legal capital or IPO’s) freedom of contracts is severely restricted by statutory law in order to protect creditors and minority shareholders (cf. shareholders’ agreements) ►Legal Materials of the European Union Second Company Law Directive (Minimum Capital for (Non-) Listed Corporations (Public Limited Companies) Regulation on the SocietasEuropaea (EC 2157/2001) CESL ELECTIVE - APRIL 2016

  24. CHOICE OF FORM V ►Private Corporations & Limited Liability Companies (GmbH’s) smaller and mid-sized (family) businesses (consider Germany) limited number of shareholders de facto limitation on transferability of shares (pre-emptive rights of remaining shareholders) by articles of association or shareholders’ agreement signed by all shareholders Members control management of the company more directly Access to capital markets is problematic CESL ELECTIVE - APRIL 2016

  25. Capital Structure (Legal Capital -Europe) ►EU 2nd Company Law Directive minimum capital 25,000 € ►Rules relating to the raising of capital through the issuance of shares, the maintenance of share capital and the return of value to the shareholders capital maintenance requirements shall not be infringed (Ferran). ▪Pay up shares in cash (including a release of a liability for a liquidated sum or a credit equivalent to payment in cash) ▪No issue at a discount (know-how, patents, non-cash consideration) ▪No undertakings for future activity as consideration France:€ 37000/225000 Germany: € 50000 UK: £ 50000 US: No ‘stated capital’, no legal capital ►Balance sheet ►Net assets test CESL ELECTIVE - APRIL 2016

  26. Touching Down on the Host Country – Founding a Limited Liability Company or a Corporation (FORMATION I) ►Limited Liability Companies (GmbH’s) Identity and number of founders, scope of business activities and amount of legal capital articles of association Must be notarised and filed with commercial register (including a list of shareholders) Acting manager (equivalent to CEO) must be appointed who duly represents the limited liability company. Appointment of Supervisory Board (for companies not subject to codetermination laws?) Appointment of an Advisory Committee as a mechanism to balance interests of shareholder groups? Contributions in cash or in kind? Shareholders’ Agreement?! Composition Composition 50%:50%? CESL ELECTIVE - APRIL 2016

  27. Touching Down on the Host Country – Founding a Limited Liability Company or a Corporation (FORMATION II) ►(Non-)Listed Stock Corporation Agreement on statutes and bylaws by founding members Name of company, scope of business activities Place of business Amount of legal capital/members contributions Mode of distribution of profits/financial year Appointment of Board of Directors and Supervisory Board Contributions in cash or kind? Check requirements under capital market laws Shareholders’ Agreement?! CESL ELECTIVE - APRIL 2016

  28. Corporate Governance Structures – Directors’ Duties ►Duty of care owed by each member of the Board of Directors in the light of the business judgment rule -Fleshed out by employment contract, corporate governance codes and specific compliance schemes -Does the business judgment rule counterbalance litigious shareholders and judicial activism? -Does the business judgment rule qualify as a safe harbour provision? Director’s liability and expert advice Director’s liability and conflict of loyalties Should the Framework, Long-Term Cooperation or Joint Venture Agreement specify directors’ duties? CESL ELECTIVE - APRIL 2016

  29. Board of Directors Supervisory Board Shareholders Board of Directors Shareholders Corporate Governance Structures and the Capital Market Participation of Labour in the Decision-Making Process One-tier Corporations Accounting/Internal Control Mechanisms/Audit and Remuneration Committees Shareholders – Bondholders Other Creditors Two-tier Corporations THE CAPITAL MARKET CESL ELECTIVE - APRIL 2016

  30. Shareholders Board Shareholders Board Target Co Assets and Liabilities Cash after Negotiations Between the Boards, or Public Offer Bidder Co Assets and Liabilities CHOOSING THE M&A DEAL STRUCTURE- Basics - Risk Analysis! Assets and Liabilities Consider Take-over law ! Consider Take-over law ! FINANCE !? Old B Share- holders T shareholders hold Cash, no stock Post-Merger: Bidder Co. holds its assets and liabilities + the old T ones CESL ELECTIVE - APRIL 2016

  31. M & A: CNRC – Pirelli (Italy) CASE 6 rev. China National Tyre and Rubber Co. Ltd. (manufacture + distribution) Camfin BidCo226.2 % Other Pirelli shareholders Takeover offer ChemChina Pirelli SpA (listed) Antitrust issues ? Contract for Long-term Industrial Partnership ▪Two-step process ▪Pirelli delisting ▪Future structure of Pirelli State-owned Assets Supervision and Administration Commission-SASAC CESL ELECTIVE - APRIL 2016

  32. M & A: COSL – Awilco Offshore (Norway) CASE 8 Premium Drilling (USA) Friendly Takeover Offer $ 2.49 bn + $ 1.3 bn in debt China Oilfield Services Ltd. (COSL) 50 % Awilco Offshore ASA 8th largest oil rig fleet China National Offshore Oil Corp. (CNOOCO) State-owned Assets Supervision and Administration Commission-SASAC CNOOCO secures support of two major Awilco shareholders (40 %) + recommendation of Awilco board CESL ELECTIVE - APRIL 2016

  33. M & A: ChemChina(BlueStar) – Elkem AS (Norway) CASE 3 rev. China National BlueStar Group Co. Ltd (non-listed) Orkla Norway Sells 100% Elkem AS Silicone, solar industry, special metals and chemical products (Norway, Iceland, Canada, China, Brazil, South Africa ChemChina 80% Blackstone (Private Equity) 20% Elkem IPO? State-owned Assets Supervision and Administration Commission-SASAC BlueStar-Elkem Investment Co Ltd (HKG SAR) Antitrust issues, etc. ? CESL ELECTIVE - APRIL 2016

  34. M & A: Sany- Putzmeister CASE 4 rev. Share deal ! Private Shareholders (Family) Foundations 570 m € turnover, 3000 employees, 6m € profits on sales of pumps Putzmeister (high-tec pumps) (medium-sized) 525m € Sany Heavy Ind., 90% Citic PE Advisors, 10% Putzmeister has debts of 165m € and a credit-line of 400m €. CESL ELECTIVE - APRIL 2016

  35. Cf. other price formulas TYPOLOGY OF M & A CASES I ►STOCK FOR CASH MERGER Merger into a single corporation, designated to survive. Three-deal process (Pirelli): Two acquisitions and then merger into new corporate structure ►STOCK FOR CASH ACQUISITION (Awilco) (of a non-listed corporation and plans for going public (Elkem)) ►ACQUISITION OF CLOSELY HELD COMPANY (Family Business (Putzmeister)) Founder of Business is the sole shareholder of a thriving business with a medium-size number of employees Sale of business through a broker CESL ELECTIVE - APRIL 2016

  36. M & A: Shenyang Machine Tool Group – Schiess CASE 7 rev. Schiess privatised, but heavily undercapitalised Close to insolvency Phase II (after 2004) Shenyang Machine Tool Group owns 40 % Phase I (prior to 2004) Shenyang Machine Tool Group owns 100% Schiess ►Shenyang’s Undertakings Invest 40m € to make Schiess competitive Keep German workforce and expand if profitable Envisage Joint Venture with suppliers. CESL ELECTIVE - APRIL 2016

  37. TYPOLOGY OF M & A CASES II ►DISTRESSED MERGER Acquisition of a company in financial trouble, with liquidity concerns or during bankruptcy proceedings or as part of a court-approved reorganisation Examine asset sale Due Diligence (Liability Issues) Shift of Directors’ Fiduciary Duties Fraudulent Conveyance – Creditors Acquisitions in a Reorganisation Context Enforceability of Inter-Creditor Agreements CESL ELECTIVE - APRIL 2016

  38. M & A: Sanhua – Aweco CASE 9 Sanhua China Aweco Germany Insolvent German patents Banks Sanhua Europe ►Share – Asset Deal European Subsidiaries ▪Sanhua Europe buys Aweco’s European subsidiaries ▪Sanhua Europe buys Aweco’s customer contracts ▪Sanhua buys Aweco’s technology and intellectual property rights (including patents) ▪Sanhua buys Aweco’s production plants and assumes all debts CESL ELECTIVE - APRIL 2016

  39. TYPOLOGY OF M & CASES III : Share Deal v. Asset Deal ►Purchase of Companies holding assets and liabilities ▪Assets kept a book value ▪Liabilities (disclosed and undisclosed) acquired by the Purchaser, subject to contractual stipulations ▪Tax risks ▪’skeletons in the cupboard’ ►Purchase of Assets of Liabilities ▪Re-setting of amortisation ▪Explicitly assume liabilities (BUT CF. TAX, LABOUR, ENVIRONMENT) ▪Flexibility (but consider name of the company, contracts and permits) CESL ELECTIVE - APRIL 2016

  40. 30 shareholders from an extended and disjointed family TYPOLOGY OF M & A CASES IV Target company manufactures equipment at a leased factory ►ASSET DEAL Deal: Purchase the equipment, contain environmental losses Specify the objects covered by the agreement Seek consent for transferring contracts Consider: Distressed M & A/ Divestiture CESL ELECTIVE - APRIL 2016

  41. ►A corporation with a port ►A new corporate entity Asset Deal v. Corporate Restructuring (Harbour) CASE 10 X has shares € 130,000 A 100 pc subsidiary is established, in exchange for shares, the port is transferred to the new corporation Management Inc. - a corporation - Harbour Corporation - Legal Capital € 1.7 bn - 20 pc Port: 80 per cent of assets CESL ELECTIVE - APRIL 2016

  42. M & A Business Aspects – Conceptualising the Deal Flow I ►Decision to Invest: Expectation that future returns to existing shareholders (discounted to present value to reflect risks) will exceed the amount presently invested (add value to the resulting corporation?) • How to quantify ‘synergistic’ or other gains? • ‘Rational’ norms for ascertaining the gains from the deal – Manager self-interest ►The Decision to Sell: • Is enough being received for the value given up? • In case of merger: any increased efficiency or profitability? • Side-payment for management? CESL ELECTIVE - APRIL 2016

  43. Conceptualising the Deal Flow II : Strategy ►(Negotiated) Acquisition ▪Cf. strategic buyers v. other investors ▪Communication of seller’s criteria: price/speed/secure financing ▪Prepare processes -Analyse transaction early -Update of developments -Negotiation phase -Transaction team ►Private Auctioning Phase I ▪Investment adviser: Teaser ▪Information Memorandum for Interested Buyers after Confidentiality Undertaking ▪Seller’s Process Letter - Bid Phase II ▪Management Presentations ▪Vendor Due Diligence ▪Binding Offer Signing and Closing Professional due diligence CESL ELECTIVE - APRIL 2016

  44. CONCEPTUALIZING THE DEAL FLOW II Confiden-tiality standstill exclusivity Letter of intent Deal pro-tection Post- Closing Covenants Discovering Start of Due Diligence Signing the the Deal Negotiations Acquisition Internal Approval Date of Closing on Requirements Acquisition Agreement CESL ELECTIVE - APRIL 2016

  45. The M & A Deal – The Private Contracting Side ►Structuring the Negotiations:Analysis of the Situation Letter of Intent Confidentiality Agreement ►The Agreement Deal Protection Clauses MAC-Clauses Buyer Protection ►Corporate Law Aspects (incl. Squeeze-outs/Spin-offs) ► EU Takeover Law (Mandatory Bids) ►EU Competition Law ►Acquisition Finance ►Investment Control – WTO Considerations (Assurances) CESL ELECTIVE - APRIL 2016

  46. Letter of Intent(CASE 11 (UAC vs. Paribas)) ►On 15 November 1985 UAC sends a letter to Paribas, expressing the intent: “to enter into an agreement pursuant to which the Bank shall sell to UAC the common stock of the Paribas subsidiaries for a price of US $ 2.5m”, … “UAC and Paribas shall immediately direct their respective attorneys to commence preparation of mutually satisfactory form of Agreement, which shall, amongst other things, (i) provide for payment of the price in cash …; (ii) require a closing not later than 27 November 1985, or a later date at the discretion of UAC; and (iii) warranties and conditions which are customary in transactions of this kind”. ►Paribas does not execute this letter. CESL ELECTIVE - APRIL 2016

  47. NEGOTIATING AN M & A DEAL- Confidentiality Agreement – ANTITRUST CONCERNS !! ►Confidentiality Agreement (cf. due diligence information exchange) ▪Non-competitively sensitive information (no restriction) ▪Confidential information (information not completely competitively sensitive) ▪Competitively sensitive information (business and customer information, prices, credit terms, marketing information) ►Can be exchanged without Antitrust Concerns ▪income statements and balance sheets ▪profit and loss statements ▪sales and gross margins ▪general data systems Team/’Clean room’ procedures No exchange of data on future business strategies or specific customer data CESL ELECTIVE - APRIL 2016

  48. NEGOTIATING AN M & A DEAL- Standstill Agreements - ►History of no-shop/no-talk clauses (standstill agreements) 1980’s use in connection with confidentiality agreements: selling corporations asking bidders to execute a standstill in exchange for access to seller’s due diligence materials ►Today: standard – indication of bidder’s true intentions (Potential buyer has a choice between preserving the right to bring a hostile transaction or opt for a standstill) ▪Avoid disruption in negotiations ▪Control bidding and negotiation process ▪Avoid over-bids by third parties May also be included in M & A Agreement to cover the period between signing and closing (Overlap) CORPORATE GOVERNANCE ISSUES ! CESL ELECTIVE - APRIL 2016

  49. M & A: Shuanghui – Smithfield Foods Ltd. CASE 12 Shuanghui InternationaHoldings Ltd. (privately owned) $ 4.72 bn in cash + debt (30% premium) (Shenzhen) Smithfield Corp. Hog producer Processor of pork 96% vote for Chinese deal talks $ 4 bn loan from the Bank of China, approved within a day Break-up fee $ 75m - $ 175m! talks CFIUS clearing Senate hearing Preferential loan? Another potential acquirer CESL ELECTIVE - APRIL 2016

  50. CONCEPTUALIZING THE DEAL FLOW (Revisited) Confiden-tiality standstill exclusivity Letter of intent Deal pro-tection Post- Closing Covenants Discovering Start of Due Diligence Signing the the Deal Negotiations Acquisition Internal Approval Date of Closing on Requirements Acquisition Agreement CESL ELECTIVE - APRIL 2016

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