06/18/2007
Morrison & Foerster's China team is representing Shanghai Century Acquisition Corporation, a special purpose acquisition company listed on the American Stock Exchange, in its proposed business combination with China-based Sichuan Kelun Pharmaceutical, China's largest IV solutions product manufacturer. The definitive acquisition agreement was signed in May 2007, and the closing of the transaction is subject to the requisite PRC government approvals as well as Shanghai Century's shareholders approval. Based on Shanghai Century’s current share price, the initial consideration for the acquisition values Sichuan Kelun Pharmaceutical at approximately US$168 million, with additional cash and shares payable if certain earnings targets are achieved post-closing. Once completed, the transaction will be the first cross-border acquisition by an offshore listed company involving a share swap under China’s new M&A regulations.
Partners Xiaohu Ma and Paul Boltz led a multi-disclipinary team to address the complex U.S. securities and PRC foreign investment, contract law, antitrust and other regulatory issues.





