WH Group to Undergo Internal Restructuring

February 01, 2019

Hong Kong - Paul Hastings, a leading global law firm, announced today that it is advising the Hong Kong-listed and the world’s largest pork company WH Group Limited (“WH Group”) on the internal restructuring (the “Restructuring”) which involves the merger by absorption (the “Merger”) of Henan Luohe Shuanghui Industry Group Co., Ltd. (“Shuanghui Group”), an indirect wholly-owned subsidiary of WH Group, by Shenzhen-listed Henan Shuanghui Investment & Development Co., Ltd. (“Shuanghui Development”), an indirect non-wholly owned subsidiary of WH Group, through the issuance of new shares in Shuanghui Development by Shuanghui Development to Rotary Vortex Limited, an indirect wholly-owned subsidiary of WH Group and the sole shareholder of Shuanghui Group.

The consideration for the Merger shall be determined based on the appraised value of 100% equity interest in Shuanghui Group, the tentative amount of which was approximately RMB40.17 billion.

Upon completion of the Merger, Shuanghui Development will continue as the surviving company, while Shuanghui Group will be deregistered and cease to exist as a legal entity, and the assets, liabilities, employees, businesses, contracts and any other rights and obligations of which will be succeeded by Shuanghui Development. Shuanghui Development will remain as a subsidiary of WH Group.

The Restructuring involved different legal frameworks and concepts in the PRC and Hong Kong, and was subject to several complex legal issues under the Hong Kong Listing Rules. The Paul Hastings team took the lead in the negotiations with and submissions to the Hong Kong Stock Exchange.

Paul Hastings has advised WH Group for over a decade on a number of its significant transactions, including its landmark US$7.1 billion acquisition of Smithfield Foods, Inc. in 2013, which marked one of the largest takeovers of a U.S. company by a Chinese buyer, and its US$2.36 billion Hong Kong IPO and US$1.5 billion term loan facility in 2014.

The Paul Hastings team was led by Raymond Li, global partner and Chair of Greater China practice, partner Fang Pei and of counsel Bonnie Kong, with support from associates Andy Tam and Billy Yiu and paralegal Olivia Zhai.

At Paul Hastings, our purpose is clear — to help our clients and people navigate new paths to growth. With a strong presence throughout Asia, Europe, Latin America, and the U.S., Paul Hastings is recognized as one of the world’s most innovative global law firms.