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Conyers advises NetDragon and 91 Wireless in US$1.84 billion takeover by Baidu

August 2013 David Lamb Angie Chu

Baidu Inc., owner of the largest search engine in China, has agreed to buy app store 91 Wireless for US$1.84 billion from NetDragon Websoft Inc., a Cayman Islands company listed on HKEx, and certain other shareholders.

According to NetDragon, 91 Wireless is the largest third-party distributor of apps in China by active users.

David Lamb, an M&A partner and Co-Chairman of Conyers Dill & Pearman based in Hong Kong, led a team from Conyers advising NetDragon and 91 Wireless. “The deal is innovative in that this is the first time that a Cayman incorporated HKEx listed company has used statutory merger provisions to effect a takeover, albeit in this instance the disposal of a non wholly owned subsidiary," said Lamb. "This could transform the way takeovers are effected in Hong Kong as there are many advantages to the merger route as opposed to a more traditional scheme of arrangement or general offer."

The transaction constitutes a very substantial disposal and a connected transaction and is subject to the approval of NetDragon’s independent shareholders. The deal is expected to close in September 2013.

 


David Lamb
Partner

Hong Kong   +852 2842 9511

Mobile   +852 6469 3377


Angie Chu
Associate

Hong Kong   +852 2842 9549

Mobile   +852 6469 3385


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Deals & Transactions

Conyers advises NetDragon and 91 Wireless in US$1.84 billion takeover by Baidu

13 August 2013 David Lamb Angie Chu

Baidu Inc., owner of the largest search engine in China, has agreed to buy app store 91 Wireless for US$1.84 billion from NetDragon Websoft Inc., a Cayman Islands company listed on HKEx, and certain other shareholders.

According to NetDragon, 91 Wireless is the largest third-party distributor of apps in China by active users.

David Lamb, an M&A partner and Co-Chairman of Conyers Dill & Pearman based in Hong Kong, led a team from Conyers advising NetDragon and 91 Wireless. “The deal is innovative in that this is the first time that a Cayman incorporated HKEx listed company has used statutory merger provisions to effect a takeover, albeit in this instance the disposal of a non wholly owned subsidiary," said Lamb. "This could transform the way takeovers are effected in Hong Kong as there are many advantages to the merger route as opposed to a more traditional scheme of arrangement or general offer."

The transaction constitutes a very substantial disposal and a connected transaction and is subject to the approval of NetDragon’s independent shareholders. The deal is expected to close in September 2013.

 


David Lamb
Partner

Hong Kong   +852 2842 9511

Mobile   +852 6469 3377


Angie Chu
Associate

Hong Kong   +852 2842 9549

Mobile   +852 6469 3385


 

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