INAX Corporation

INAX Corporation

Description

We acted as the financial adviser to INAX Corporation, a Japanese company and wholly-owned subsidiary of JS Group Corporation which is listed on the Tokyo Stock Exchange, to takeover A-S China Plumbing Products Limited (“ASPPL”), a GEM listed company in Hong Kong.

Our Role

  • overall tactics regarding the takeover offer

  • coordination of working parties in different countries

  • valuation analysis

  • advice on regulatory implications

  • extensive discussions with the SFC regarding complications over acceptances and application of “squeeze out” provision

Key Issues

  • the first formula offer subject to a minimum price to accommodate adjustments for closing accounts and working capital

  • the valuation of ASPPL

  • satisfying the SFC that certain transitional arrangements did not constitute a special deal under the Codes on Takeovers and Mergers in Hong Kong

  • the offer consideration denominated in euro (€) with right to elect to receive Hong Kong dollars, resulting in further explanation to regulators and minority shareholders

  • technical difficulties due to a certain holding being held by a custodian that was in liquidation