Saurer Intelligent Machinery Co., Ltd. completed the acquiistion of Xinjiang Urban Construction Co., Ltd from Urumqi State-owned Assets Management Co., Ltd. and other sellers in a reverse merger transaction.
August 25, 2017
Share
Saurer Intelligent Machinery Co., Ltd. agreed to acquire Xinjiang Urban Construction (Group) Co., Ltd (SHSE:600545) from Urumqi State-owned Assets Management Co., Ltd. and other sellers in a reverse merger transaction on October 20, 2016. Under the terms of the transaction, Xinjiang Urban Construction will swap out all its asset and liabilities and will issue 1.25 billion shares. For the part to be undertaken by Urumqi State-owned Assets Management, it will transfer its 22.11% stake held in Xinjiang Urban Construction i.e., approximately 150 million shares. On June 19, 2017, the scope of swap-in assets was been adjusted to 95% stake in Saurer Intelligent Machinery Co., Ltd. and the consideration was adjusted to CNY 9.74 billion. Since Shanghai Yongyun Huachuang Equity Investment Partnership Enterprise (Limited Partnership) has withdrawn from the transaction, the total shares to be issued have been adjusted to 1.17 billion.
The transaction is subject to approval from state-owned assets supervision and administration authorities, approval from Board and shareholders of Xinjiang Urban Construction, approval of the Xinjian Autonomous Region authorities and the State-owned Assets Supervision and Administration Commission of the State Council and approval from China Securities Regulatory Commission. On October 20, 2016, the transaction obtained the approval in principle of the Xinjiang State-owned Assets Supervision and Administration Commission. As of October 30, 2016, the Board of Xinjiang Urban Construction approved the transaction and the deal has been reviewed and approved by internal decision making bodies of all the investors of Saurer Intelligent Machinery. As of December 17, 2016, Xinjiang Sate-owned Assets Supervision and Administration Commission approved the transaction. As of December 28, 2016, the formal transaction plan was approved by the Board of Xinjiang Urban Construction. As of January 18, 2017, the Government of Xinjiang Uygur Autonomous Region of China approved the transaction. As of January 23, 2017, shareholders of Xinjiang Urban Construction approved the transaction. As of June 14, 2017, the State-owned Assets Supervision and Administration Commission of the State Council approved the sale of 22.1% stake by Urumqi State-owned Assets Management (Group) Co., Ltd. Xinjiang Urban Construction approved the proposal on adjustments in transaction at Board meeting on June 19, 2017. As of June 30, 2017, the deal received unconditional approval of the Merger, Acquisition and Reorganization Examination Committee of Listed Companies of the China Securities Regulatory Commission.
Earlier China Development Bank Securities Co., Ltd. acted as financial advisor for Xinjiang Urban Construction (Group) Co., Ltd. but as of update in June 2017, HaiJi Securities Co., Ltd. acted as financial advisor for Xinjiang Urban Construction (Group) Co., Ltd. Zhong Lun Law Firm acted as legal advisor and Cac Cpa Limited Liability Partnership acted as accountant for Xinjiang Urban Construction (Group) Co., Ltd. PricewaterhouseCoopers Zhong Tian LLP acted as accountant for Saurer Intelligent Machinery Co., Ltd. Liang Xu, Victor de Vlaam, Kai Althaus , Sarah Zhang, Sherry Hu, Chengcheng Wu, Xiaoyi Zhao, Winnie Nie, Pengpeng Ge, Lan Xu, Aiping Chen, Kelly Han, Xiaopeng Huang, Bradley "Seaton" Thedinger, Marta Orpiszewska, Stefan Richter, Nelson Tang, Don Chan, Jessica Shing, Barbara Wang London: Keith Woodhouse, Zara Asif, James Williams , Juan Francisco Torres-Landa, Hugo Hernandez-Ojeda, Andrea Lopez, Isabel Pizarro Munich: Ingmar Dorr, Christian Herweg, Michael Rose, Florian Unseld, Sabrina Handke, Moritz Maier, Nadine Otz, Elizabeth Seaver, Richard Horan, Carine Stoick, Stephanie Michael Rio de Jeneiro: Claudette Christian, Wylie Levone, Eduardo Carvajal, Joshua, Katie Feng, Yu-An Chang , Stephanie Keen, Matthew Bousfield, Lucy Harrison, Ally Smith, Margaret McIntyre and Glyn Gamab of Hogan Lovells acted as legal advisors to Xinjiang Urban Construction (Group) Co., Ltd
Saurer Intelligent Machinery Co., Ltd. completed the acquisition of Xinjiang Urban Construction (Group) Co., Ltd (SHSE:600545) from Urumqi State-owned Assets Management Co., Ltd. and other sellers in a reverse merger transaction on August 25, 2017.
Saurer Intelligent Technology Co Ltd, formerly Xinjiang Urban Construction Group Co Ltd, is a China-based company mainly engaged in the research and development, production and sales of intelligent textile complete sets of equipment and core components. The Company mainly operates through two segments. The Spin Business segment is mainly engaged in the manufacture and sales of blow-carding units, combing frames, roving frames, draw frames, and new textile machinery, as well as the provision of parts and components required for related machinery. The Technical Business segment is mainly engaged in the research and development, design and manufacture of twisting machines and embroidery machines; and provides parts and components for related machinery and sells various parts and components externally. The Company's products are sold in domestic and overseas markets.
Saurer Intelligent Machinery Co., Ltd. completed the acquiistion of Xinjiang Urban Construction Co., Ltd from Urumqi State-owned Assets Management Co., Ltd. and other sellers in a reverse merger transaction.