Malaysian conglomerate acquires Cosway from its controlling shareholder
HONG KONG, November 30, 2009 – Morrison & Foerster represented Berjaya Holdings (HK) Ltd. ("BHK") in connection with its acquisition of the entire issued share capital of Cosway (M) Sdn. Bhd. ("Cosway") from its controlling shareholder, the Berjaya group. The transaction is valued at US$265 million and has recently received independent shareholders’ approval.
The deal raised fairly complex regulatory and legal issues under Hong Kong law and involved the Hong Kong Stock Exchange listing of irredeemable convertible debt securities issued as part consideration for the acquisition by BHK, a unique instrument in the Hong Kong market.
BHK is listed on the Main Board of the Stock Exchange of Hong Kong and is a subsidiary within the Berjaya group. The Berjaya group is a major Malaysian conglomerate with investments that span a number of industries including property and construction, hotels & resorts, education, insurance, investment holdings, food & beverages, and industrial businesses. Cosway is engaged in direct sales of cosmetics, perfume, fashion jewelry, pharmaceuticals, and other consumer products, and has operations across Asia, including Hong Kong, Taiwan, South Korea, Indonesia, Thailand, Australia, Brunei, Macau, and Singapore.
The deal team was led by Hong Kong partner Tien-yo Chao and of counsel Raymond Oh.