Slaughter and May is advising China Resources (Holdings) - proposed acquisition of non-beer business of China Resources Enterprise

Slaughter and May, Hong Kong, is advising China Resources (Holdings) Company Limited (CRH), controlling shareholder of China Resources Enterprise (CRE), in relation to its proposed acquisition of all the non-beer business segments of CRE for a total consideration of US$3.58 billion (approximately US$1.74 billion payable in cash and the rest by way of a promissory note).

The proposed acquisition is subject to independent shareholder approval of CRE and certain bank and third party consents. The proposed acquisition would constitute a very substantial disposal and connected transaction of CRE.

Upon completion of the proposed acquisition, it is intended that CRE will undergo capital reduction, and then declare and pay a special cash dividend of HK$11.5 per share. Thereafter, CRH proposes to make a voluntary cash partial offer through CRH (Enterprise) Limited to acquire up to 242,136,536 shares of CRE (representing approximately 10% of CRE's total issued share capital) from qualifying shareholders. The partial offer, based on the offer price of HK$12.7 per share, is valued at approximately HK$3,075 million assuming full acceptance of the partial offer.

Merrill Lynch (Asia Pacific) Limited and Morgan Stanley Asia Limited are the financial advisers to CRH on the transaction. UBS AG is the financial adviser to CRE on the transaction.

CRH is one of the leading diversified conglomerates in Hong Kong and the PRC, with its core businesses in consumer products (beer, retail, food and beverage), electric power, real estate, cement, gas, pharmaceutical and financial services. CRH is equipped with about 2,000 business entities, with a total employment of 450,000 people. The ultimate beneficial owner of CRH is China Resources National Corporation which is a company incorporated in the PRC. CRE is listed on the Hong Kong Stock Exchange and is one of the constituent stocks of the Hang Seng Index in Hong Kong.

Benita Yu Senior Partner
Clara Choi Partner
John Moore Partner
Jing Chen Partner