Professional Interest Group Activities
Insolvency
Interest Group (IIG)
Lunch Seminar
CIRCULATION TO IIG MEMBERS ONLY
| Topic |
:
|
Case Study in China/Asian Cross-border Mergers and Acquisitions: Asia Netcom/ Asia Global Crossing | ||||||
| Speaker |
:
|
Mr. Edward L. Turner
III, Managing Partner, Shearman & Sterling HK; |
||||||
| Chairman |
:
|
Mr. Simon Powell, Partner, Denton Wilde Sapte and member of the IIG Management Committee | ||||||
| Date |
:
|
22 January 2003 | ||||||
| Time |
:
|
12:45
p.m. - 2:15 p.m. (Sandwiches and beverages will be served at 12:30 p.m.) |
||||||
| Venue |
:
|
|
||||||
| Admission Fee |
:
|
HKD130
per person for IIG members HKD200 per person for non-IIG members |
||||||
| HKICPA CPD Credit Hour |
:
|
1.5 hours | ||||||
| Law Society CPD Credit Point |
:
|
1.5 (Intermediate) | ||||||
Introduction
Shearman & Sterling advised on this precedent-setting acquisition, the first
time a Chinese state-owned company purchased a telecommunications business
outside of China. The firm represented the purchasers, Asia Netcom Corporation
(ANC), its parent company, China Netcom (CNC), and two investors, Newbridge
Capital Group and Softbank Asia Infrastructure Fund, in the acquisition of
Asia Global Crossing Ltd.'s assets and operations. The deal was complicated
by the fact that Bermuda-based Asia Global Crossing and its parent, U.S.-based
Global Crossing, had filed for bankruptcy, and Asia Global Crossing (AGC)
was in economic distress. The transaction was structured as a purchase of
assets out of bankruptcy, and involved weighty negotiations that addressed
regulatory issues and other matters pertaining to cross-border transactions
and bankruptcy.
As the only counsel to Asia Netcom and China Netcom, Shearman & Sterling gathered
a team of specialists from its Mergers & Acquisitions and Bankruptcy groups
from its offices in Hong Kong, Menlo Park and New York. The principal members
of the Shearman transaction team will give a blow by blow account of this
fascinating and precedent-setting transaction, indicating what transaction
structures were available and the reasons behind the structure ultimately
decided upon by the parties.
About the Seminar
The seminar will cover:
 |
CNC's Objectives |
|
AGC's Objectives |
|
CNC's Possible Transaction Structures |
| 1) Purchase Shares in AGC | |
| 2) Purchase AGC's Assets | |
|
Routes by which the Acquisition of AGC shares can be achieved: |
| 1) Negotiated Work-out outside Chapter 11 and Scheme of Arrangement | |
| 2) Through Chapter 11 and Scheme of Arrangement | |
|
CNC's Transaction, including Share and Asset Purchase Agreement, Creditor's |
| Negotiations, and the Section 363 process in Chapter 11. |
Registration
The admission fee for attending the lunch seminar is HKD130 per person
for IIG member and HKD200 per person for non-IIG member. The number
of places is limited and priority will be given to IIG members on a
first-come-first-served basis in case of over-subscription. For members who
wish to attend the lunch seminar, please complete the attached
reply slip and return it by fax for registration on or before Monday,
20 January 2003 and then follow by mail to the Professional & Technical
Department of the Society, together with a cheque payable to "Hong Kong Society
of Accountants". For enrolment by fax, remittance must follow within 5 days
of fax booking or else booking will be cancelled.
No further confirmation letter will be sent out unless your reservation of
seat is unsuccessful. Should you have any questions on the above, please do
not hesitate to contact Ms. Karen Moy, Administrative Officer of the Professional
& Technical Department at 22877089 in the first instance.