CCP prevents Pan Shiyi from selling “SOHO China” hopeless | Antitrust | Blackstone Group

[Epoch Times September 11, 2021](Epoch Times reporter Li Jing comprehensive report) Well-known private equity funds in the United StatesBlackstone Group(Blackstone Group) acquisitionPan ShiyiUnder the “SOHO China“There were twists and turns. Because the Chinese Communist Party’s regulatory authorities did not approve the transaction, the transaction fell through.

September 10th,SOHO Chinaannouce,Blackstone GroupDecided not to make an offer for the acquisition of the company’s equity.

According to the announcement, with regard to the previous offer by Goldman Sachs on behalf of the Blackstone Group to acquire all the issued shares of the company, in view of the current insufficient progress in meeting the prerequisites, all parties agreed that the prerequisites could not be met on or before the final deadline, and all parties also agreed not to The deadline will be postponed. In order to relieve the company’s continuing obligations under the Takeovers Code and maintain an orderly stock market, the parties decided and agreed not to make an offer after consulting the executives.

“Times Weekly” reported that the prerequisites mentioned in the above announcement includeAntitrustThe law offer submits a declaration of concentration of undertakings to the State Administration for Market Regulation and is accepted by it. The State Administration for Market Regulation shall approve or deemed approval of the offer in accordance with the Chinese Anti-Monopoly Law.

Regarding the suspension of the tender offer, Bai Wenxi, chief economist of IPG China, said that the incident mainly involvedAntitrustReview, and this review has been inconclusive, resulting in Blackstone’s tender offer for SOHO China beyond the time limit agreed by both parties. In essence, it was mainly due to the unclear attitude of the (CCP) regulators, which led to Blackstone’s lack of confidence in the prospects of the project and gave up the acquisition, otherwise the two parties could continue to extend the offer time.

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“In the current state, it is very difficult for SOHO China to find someone to take over. There is a high probability that it can only continue to operate itself or sell properties, and there is no need to maintain SOHO China’s listing status. Delisting is also a high probability. “Bo Wenxi said.

Earlier on June 16, SOHO China issued an announcement stating that the Blackstone Group issued a tender offer to obtain a controlling stake in SOHO China; after the completion of the transaction, SOHO China’s existing controlling shareholders will retain 9% of the equity.

According to the announcement, Blackstone Group intends to acquire Cititrust Private Trust (Cayman) Limited (hereinafter referred to as Cititrust) indirectly holding 2.856 billion shares of SOHO China at a price of HK$5 per share, accounting for 54.93% of SOHO China’s issued share capital. The cash consideration is approximately For 14.281 billion Hong Kong dollars (about 11.769 billion yuan).

As a trustee of the trust, Cititrust holds 63.93% of SOHO China’s shares and is the largest shareholder of SOHO China.Pan Shiyi, Zhang Xin and his children are the beneficiaries of the trust. After the transaction is completed, the Blackstone Group will replace Pan Shiyi and his wife as the largest shareholder of SOHO China, and the latter’s shareholding ratio will be reduced from 63.93% to 9%.

After the transaction is completed, Pan Shiyi and Zhang Xin will retire from SOHO China’s board of directors and will no longer serve as executive directors. The Blackstone Group will nominate new executive directors to the board of directors.

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“Daily Business News” reported that on August 6, SOHO China issued an announcement stating that the HK$23.6 billion transaction with the Blackstone Group had been formally filed for review by the State Administration for Market Regulation.

According to the announcement, on August 3, Two Cities Master Holdings II Limited, a subsidiary of Blackstone, the offeror, received a notice issued by the State Administration for Market Regulation of China to formally file a case for review of the offer submitted by the offeror in accordance with the Chinese Anti-Monopoly Law.

It is worth noting that SOHO China has already pointed out in the first announcement that the Blackstone Group has initiated a tender offer that one of the prerequisites for a successful acquisition is to pass the review of the concentration of operators by the State Administration for Market Regulation.

Wei Shilin, deputy director and secretary general of the Competition Law Committee of the Beijing Intellectual Property Law Research Association, told Economic Observer on August 7 that from the perspective of SOHO China’s business type and scale, it is difficult to veto this transaction through anti-monopoly review.

Wei Shilin believes that, in addition to anti-monopoly review, given the geographic location of some of SOHO’s assets in China, the transaction may also face foreign investment in national security review.

According to previous reports by Reuters, SOHO China’s sale to the Blackstone Group may face regulatory obstacles related to the company’s founder Pan Shiyi.

Pan Rui, Pan Shiyi’s son, was suspected of being convicted by the CCP for his words. Pan Rui once exposed on Weibo in June last year that Chinese soldiers had “at least one camp buried alive” during the Sino-Indian border conflict.

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The official Weibo of Beijing Haidian Public Security Bureau issued a notice in March this year, stating that Weibo user Pan Mou (male, 30 years old) had made remarks on Weibo to discredit heroes and martyrs, and the police pursued them (wanted online). Many mainland media and the official Weibo of the Liaoning Communist Youth League reported that the man being chased, suspected to be Pan Rui, the son of real estate developer Pan Shiyi, is currently overseas.

Editor in charge: Zhou Yiqian#

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