Clifford Chance Acts On First Major Cross-Border Deal By An A and H-Share PRC Company

Clifford Chance advises China Oilfield Services on first major cross-border transaction by an A and H-share PRC company Hong Kong: Leading global law firm Clifford Chance has advised China Oilfield Services Ltd (COSL) on its US$2.5 billion recommended tender offer for Oslo-listed company Awilco Offshore ASA.

Listed on the Shanghai and Hong Kong exchanges, COSL is the oilfield services arm of China National Offshore Oil Corporation (CNOOC), while Awilco provides and manages offshore oil drilling rigs. The transaction, when completed, will create the world’s eighth-largest oil rig fleet.

The tender offer is the first major cross-border transaction by an A and H-share PRC company.

“Clifford Chance has operated in China for over 20 years, and our lawyers in Beijing, Hong Kong and Shanghai work closely with the country’s leading corporations and institutions,” said Amy Lo, the Hong Kong corporate partner who led the Clifford Chance team.

“Our work on this transaction demonstrates our ability to deploy international teams to support the complex cross-border strategies that Chinese companies now require on outbound investments. It is another landmark deal for Clifford Chance following the firm’s work on the groundbreaking transaction for the acquisition by Lenovo of IBM’s global PC business.”

This was a complex transaction which required the coordination of the regulatory requirements of the Hong Kong, Shanghai and Oslo stock exchanges. The Clifford Chance team project managed the legal advice, and advised on global antitrust issues, debt financing and Hong Kong Stock Exchange regulatory and compliance issues, as well as provided guidance to regulators in relevant jurisdictions on the requirements and practice of regulators in other jurisdictions.

Bugge, Arentz-Hansen & Rasmussen advised on Norwegian law and King & Wood advised on PRC law. Lehman Brothers, JP Morgan and China International Capital Corporation acted as financial advisers to COSL.

Amy Lo led the Clifford Chance team, assisted by counsels Tim Wang and Yang Tiecheng (Beijing) and Kelly Gregory (Hong Kong), senior associates Candy Chan (Hong Kong) and Chin Chuan Chen (Shanghai), and associates Virginia Lee and Jonathan Hsui (Hong Kong) and Jili Chung (Beijing).

Brussels antitrust partner Simon Baxter’s team coordinated the antitrust aspects of the transaction in various jurisdictions. London corporate partners Kathy Honeywood and Nigel Wellings led a team providing UK law advice and assisted in the due diligence on the project. In addition, other practices within the Clifford Chance network in Asia, Europe and the US provided advice on securities law and financing expertise.

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