Slaughter and May, Hong Kong, is advising Alibaba Group Holding Limited (Alibaba) in relation to its acquisition, through its wholly-owned subsidiaries, of new shares constituting 21.73% of the current issued share capital of E-House (China) Enterprise Holdings Limited (E-House), a company listed on the Hong Kong Stock Exchange, in consideration of cash of HK$990 million (USD128 million) and an 85% stake in TM Home Limited (TM Home) (valued at HK$1,860 million (USD240 million)), and its application for a whitewash waiver from the SFC from the obligation to make a mandatory general offer for the shares of E-House as a result of the acquisition. The acquisition was announced on 29 April 2021.
Alibaba currently holds 8.32% of the issued share capital of E-House and convertible note in the principal amount of HK$1,032 million (USD133 million) which is convertible into shares representing 5.69% of the current issued share capital of E-House.
At the same time, Mr. Zhou Xin, an executive director and substantial shareholder of E-House, and Yunfeng Fund IV, L.P. (Yunfeng), a fund managed by Yunfeng Capital Limited, also entered into agreements with E-House to subscribe for new shares in E-House for approximately HK$1,000 million (USD129 million) and HK$500 million (USD65 million), respectively.
Upon completion of the above transactions which are inter-conditional, the shareholdings of Alibaba, Mr. Zhou Xin and Yunfeng in E-House will increase from 8.32%, 22.79% and 0% to 22.57%, 22.84% and 2.86% on an enlarged basis, respectively.
Further, E-House and a wholly-owned subsidiary of Alibaba entered into an agreement which provides for strategic cooperation between the parties, including the provision by Alibaba to E-House of technical, product, data and operational support to enhance E-House’s digital and online marketing capabilities.
Alibaba, whose American depositary shares are listed on the New York Stock Exchange and whose ordinary shares are listed on the Hong Kong Stock Exchange, is the world’s largest online and mobile commerce company.
E-House, a company incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, is a real estate transaction service provider in China, mainly offering real estate agency services in the primary market, real estate data and consulting services and real estate brokerage network services.
TM Home, through one of its wholly-owned subsidiaries, has the exclusive right to operate the Tmall Haofang (天貓好房) online real estate marketing and transaction platform.
Sam Cheung / Legal Assistant, Xiaolu Yin / Trainee