Freshfields and Slaughters lead as Malaysian tycoon bids to take HK's Guoco private

The potential deal sees Guoco Group’s ultimate holding company, Malaysian conglomerate Hong Leong Company, offer $1.1bn (£657m) to acquire all the shares of Guoco other than those it already holds.

Bermuda-incorporated and Hong Kong-listed Guoco Group is a investment holding company with operations and investments throughout Asia and in Europe. It is principally engaged in investment, property development and investment, hospitality and leisure and financial services.

It is part of Malaysia’s conglomerate Hong Leong Group, as is Hong Leong Company. Hong Leong’s co-founder and chairman, Malaysian tycoon Quek Leng Chan, is also the chair of Guoco and a major shareholder in the company.

Hong Leong’s offer to take Guoco private was made through GuoLine Overseas, a wholly-owned indirect subsidiary of Hong Leong. GuoLine Overseas has instructed Standard Chartered Bank as its financial adviser.

Freshfields advised Hong Leong Company in the transaction with a team led by the firm’s Asia managing partner Robert Ashworth, head of Asia finance practice David Winfield and financial services partner Royce Miller, all of whom are based in Hong Kong.

The firm’s Hong Kong corporate partner Simon Weller acted for Standard Chartered Bank on the offer, while Linklaters, led by Hong Kong partner banking and finance partner David Irvine, advised Standard Chartered on the financing side.

Slaughter and May, led by Hong Kong corporate finance partner Benita Yu, was instructed by Guoco.

Offshore firm Appleby acted as Bermuda counsel for Hong Leong.

According to Guoco’s statement, its privatisation will simplify the shareholding structure of Guoco and improve corporate efficiency. It said full ownership of Guoco by Hong Leong will facilitate integration between Hong Leong and Guoco and provide Hong Leong with greater flexibility to support the future business development of Guoco.

Background to this deal:

Both Freshfields and Slaughters were involved in the $2.5bn privatisation of Hong Kong-listed Alibaba.com earlier this year (21 May 2012). In this transaction, Freshfields, led by Ko, Winfield and Howard Lam, advised the Alibaba Group, while Slaughters’ Yu acted for Alibaba.com.

Yu commented on the Guoco deal: “The deal is interesting for the application of the takeover code and the listing rules to a group with diverse interests and businesses in different parts of the world, and continues our exposure to deals of this type following the privatisation of Alibaba.”

Slaughters has been a familiar adviser to Guoco. Most recently, the firm, fielding London corporate partner Stephen Cooke, advised Evercore Partners, financial adviser to Guoco, on Guoco’s mandatory cash offer for European gaming company Rank Group in a deal valued at £586m in 2011. In that transaction, Guoco was represented by Norton Rose, with London corporate partner Simon Sackman leading its team.

For more on Malaysian companies’ increasing active in cross-border transactions, see City analysis