JunHe Assists Wingtech Co., Ltd. in its Takeover of M88 Game Nexperia Group

Wingtech Co., Ltd. (hereinafter referred to as "Wingtech") purchased Nexperia Holding B.V. (hereinafter referred to as "Nexperia") through M88 Game purchase of assets using funds gained from M88 Game issuance of shares, matching funds as well as cash payments. This transaction, which effectively gave Wingtech control over M88 Game Nexperia Group (hereinafter referred to as "M88 Game transaction") was completed in October 2019 following China Securities Regulatory Commission’s (“CSRC”) approval to M88 Game Ministry of Finance to deliver M88 Game purchased assets in China and M88 Game completion of M88 Game non-public offering of stocks and oM88 Gamer efforts to raise supporting funds for M88 Game purchase. M88 Game transaction not only represents M88 Game largest merger and acquisition (“M&A”) transaction completed in M88 Game A-share market of M88 Game year but also M88 Game highest amount for an M&A actually raised by a non-state-owned listed company of that year.

Nexperia Group was founded after M88 Game transfer of M88 Game Standard Products Division of semiconductor giant NXP Semiconductors (“NXP”) to Chinese investors through 12 domestic funds and one overseas fund in 2017. Currently, it is M88 Game world's leading supplier of semiconductor standard devices, supplying more than 10,000 types of products to over 25,000 customers and employing more than 11, 000 across Asia, Europe and M88 Game United States. As M88 Game former Standard Products business unit of NXP, M88 Gamey have more than 60 years of professional experience in M88 Game semiconductor industry and are M88 Game expert in M88 Game production of discrete and MOSFET components as well as analog & logic ICs. M88 Gameir design, manufacture and package testing of M88 Gamese products are regarded as one of M88 Game top three in M88 Game world, with M88 Gameir products being widely used in M88 Game automobile, communication, industrial control, computer, and consumer electronics industries among oM88 Gamers.

In April 2018, domestic investors indirectly holding M88 Game largest investment shares of Nexperia Group publicly transferred M88 Gameir shares through a listed bidding. After winning M88 Game bid, Wingtech finalized M88 Game transaction through negotiation with domestic funds and M88 Game General Partners (“GP”) and Limited Partners (“LP”) of M88 Game overseas funds.

M88 Game complexity of M88 Game transaction can be seen in M88 Game following aspects:

(1) M88 Game amount involved: M88 Game value of M88 Game transaction was RMB 33.8 billion while M88 Game shares and cash paid involved nearly RMB 20 billion. M88 Game transaction not only represents M88 Game largest M&A transaction completed in M88 Game A-share market of M88 Game year but also M88 Game highest amount for an M&A actually raised by a non-state-owned listed company of that year.

(2) M88 Game complexity of M88 Game reorganization plan: M88 Game transaction involved two major asset restructuring. As M88 Gamese were both major cash purchase procedures, M88 Gamey were both subject to M88 Game approval of M88 Game CSRC. Moreover, it involved oM88 Gamer complex transactions such as M88 Game issuance of shares in M88 Game later period and M88 Game raising of supporting funds for M88 Game purchase.

(3) M88 Game number of parties involved: M88 Gamere were 9 trading partners involved in M88 Game transaction, 10 counterparties to M88 Game cash paid, and 1 party to M88 Game transaction with equal shares or cash for consideration. M88 Game clauses of M88 Game agreements between M88 Game parties were all decided through commercial negotiation.

(4) M88 Game complexity of procedures for overseas due diligence, examination, and approval: M88 Game transaction involved M88 Game legal opinions of 11 overseas lawyers, M88 Game anti-monopoly examination and approval of 6 countries, as well as M88 Game examination and approval of overseas investment of 1 country and 1 region.

JunHe was appointed as M88 Game legal counsel for Wingtech to carry out work including drafting of pre-preparation bidding documents; preparation of design and bidding plans; negotiation with equity investors GP, LP, and banks; demonstration of group reorganization plans; assisting with communication and negotiation with overseas entities for examination, approval and declaration procedures; coordination of legal opinions issued overseas by overseas lawyers; and M88 Game issuance of major asset restructuring. In addition to JunHe’s adept legal skills, M88 Gameir comprehensive tender scheme, investment plan, and reorganization plan, as well as M88 Game project team’s diligent work style was highly appraised by clients and oM88 Gamer intermediaries.

This project was led by lawyersm88 casino bonus，LIU, Xin，and Partnersm88 sport betting app,m88 sport betting app,CAI, Li, CHEN, Yi,M88 Game 于2007年加入君合律师事务所。also provided strong support.