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Hogan Lovells advises Ingredion on its £185 million acquisition

International law firm Hogan Lovells has advised NYSE-listed firm Ingredion, a leader in the plant-based ingredient solutions market, on its £185 million acquisition of PureCircle, a London-listed producer of stevia sweeteners. The acquisition advances Ingredion’s specialties strategy for sugar reduction and will support future sales growth.

The takeover was implemented by way of a scheme of arrangement with PureCircle shareholders having the option to receive cash or shares in the Ingredion Bidco. Ingredion have also invested a further US$130 million into PureCircle by means of an equity injection, and a result of this acquisition will control 75 percent of PureCircle. The transaction was announced in April, though completion was subject to the satisfaction of a number of conditions, including obtaining antitrust clearance in the United States.

The corporate team was led by corporate partners Maegen Morrison (in London), together with Bill Curtin and Richard Parrino, based in Washington, D.C. They were supported by teams in China, the United States, Belgium and London across a variety of practice areas including antitrust, corporate, data protection, employment, employee share schemes, IP, real estate, and pensions.

Commenting on the deal, partner Maegen Morrison said: “It has been a pleasure to work with Ingredion on its first public acquisition in the UK. The transaction is yet another example of the breadth and depth of our global practice and our ability as a firm to work seamlessly across jurisdictions and practices, in close conjunction with our client’s legal and deal teams, even when working remotely.”

Global Head of M&A, Bill Curtin added: “We are honoured to serve as M&A counsel to Ingredion, drawing upon our ability to execute cross-border transactions in regulated industries and by providing our global resources to promote our clients’ continuing success.”

Multiple wins for Pinsent Masons at China Business Law Awards

International law firm Pinsent Masons has won in three categories and two Belt and Road Deal of the Year awards at China Business Law Journal’s annual awards.

The categories the firm won for were:

  • Construction & Infrastructure
  • Education
  • Industrials & Manufacturing

Helena Chen, Joint Head of China said, “We are extremely proud to have received this recognition – which demonstrates the strength of our legal expertise in the Chinese market. We’ve been offering a complete range of legal advisory services to clients for more than 37 years, supporting businesses in both international and domestic operations. These awards reflect this, as well as our market leading position.”

Wei Liu, Head of China Corporate team said, “We have many long-term clients in these sectors, showing the trust they have in us and the services we provide. We are very delighted to be recognized in such a wide breadth of specialities.”

China Business Law Journal’s annual China Business Law Awards are judged on a number of criteria, including nominations received from in-house counsel and other qualified observers.

Pinsent Masons has also received two “Deal of the Year – Belt and Road” awards by China Business Law Journal for its work on the Greece MINOS 50 megawatts concentrated solar power project, and a Nigerian railway and port project.

Mark Hu, partner of Beijing office and the lead partner of the two winning projects, said, “We are thrilled to win the Belt and Road Deal of the Year awards again this year. We have been supporting Chinese clients on their outbound investments in Belt and Road countries since the inception of the initiative. We provide a chain of services throughout the life cycle of projects, including the investment, contracts, project development and financing, disputes resolution, compliance, and our experience spans across infrastructure and energy sectors.”

Pinsent Masons has been operating in China since 1983, and has three offices in Beijing, Shanghai and Hong Kong. Recent highlights in China include advising China Education Group on its AUD $128 million acquisition of King’s Own Institute, which was China Education’s first overseas acquisition, and one of the few overseas acquisitions by Chinese investors in the education sector. The team has also advised BP Ventures on its investment in R&B Tech, which was BP’s first investment in artificial intelligence (AI) technology in China.

Clifford Chance advises Shuanghuan on latest acquisition

Clifford Chance has advised China-based auto component producer Zhejiang Shuanghuan Driveline Machinery Co., Ltd (Shuanghuan) on the acquisition of a majority share in German gearbox and auto component manufacturer Schmiedetechnik Plettenberg GmbH & Co. KG and Werkzeugtechnik Plettenberg GmbH & Co. KG. German VVP Vermögensverwaltung Plettenberg GmbH & Co. KG is selling its 81 percent of its shares in both companies. Upon closing of the transaction the Chinese investor will inject further capital into the group and thereby increase its shareholding.

Schmiedetechnik Plettenberg and Werkzeugtechnik Plettenberg are engaged in R&D, manufacturing, and sale of metal mold and precision molding parts for the automotive and construction machinery sectors.

Zhejiang Shuanghuan Driveline Co., Ltd., a listed company based in Hangzhou, China, produces and sells gears and shafts. The company’s products are widely used in the fields of inter alia cars, electric cars, high-speed rail traffic, electric tools and industrial robots. By acquiring the German gear manufacturers, Shuanghuan is accelerating its international development and further expanding its European business.

The Clifford Chance team advising Shuanghuan on the acquisition comprised partner Nicole Englisch and associate Sebastian Lahner, senior associate Nico Basener, associate Annika Ascher (all Corporate/M&A, Munich), counsel Dimitri Slobodenjuk and senior associate Caroline Scholke (both Antitrust, Dusseldorf), partner Claudia Milbradt, counsel Florian Reiling and senior associate Nicolas Hohn-Hein (all IP, Düsseldorf), partner Ines Keitel, senior associate Christopher Fischer (both Frankfurt) and associate Mario Maier (Munich, all Employment), partner Mathias Elspaß, senior associate Philipp Büsch and associate Felix Feldmann (all Corporate/Public Law, Düsseldorf), partner Christian Keilich (Frankfurt), counsel Dennis Blechinger and foreign lawyer Marion Dalvai (both Munich, all Real Estate), partner Barbara Mayer-Trautmann and senior associate Jennifer Seipelt (both Acquisition Finance, Munich) and partner Olaf Mertgen and counsel Dominik Engl (both Tax, Frankfurt) as well as a team from the Clifford Chance office in Shanghai lead by partner Glen Ma and including counsel Richard Cui (both Corporate/M&A).

Brazilian Health Agency publishes coronavirus preventative measures

Earlier this month, the National Health Surveillance Agency (Anvisa) released a Technical Norm with measures and actions to be taken against the coronavirus.

The Agency recommended that anyone working at points of entry into the country, such as ports, airports and borders, should wear surgical masks. And if there is any suspicious case, in addition to the mask, apron, goggles and gloves should be used.

Free Pratique

Ships flying foreign flags can only berth at Brazilian ports if they have a Free Pratique Certificate issued by Anvisa. Inspection for the purpose of issuing a Free Pratique Certificate is a procedure adopted a long time ago by Anvisa and follows the rules of the World Health Organisation (WHO).

The Sanitary inspection and Free Pratique is one of the main instruments to curb the international spread of diseases by means of foreign ships.

The Free Pratique Certificate is requested by the ship between 48 hours and 24 hours before the ship arrives at the port, allowing Anvisa to evaluate the ships operational and hygienic-sanitary conditions and the health status of crew members, based on the analysis of the information presented upon request and/or a health inspection carried out on the vessel.

The new Technical Norm states that now any vessel that called at Chinese Ports in the last 30 days, must present a Medical Logbook – which brings all records of health events on board – when requesting the issuance of a Free Certificate Pratique.

In case of suspicion that any crew member has symptoms of CORONAVIRUS, the Free Pratique will only be issued, after the agency and the epidemiological surveillance carry out inspection on the vessel and on the patient.

In the meantime, the ship is not authorised to operate and passengers or crew cannot disembark. The crew member suspected of having CORONAVIRUS should be kept in a private place, preferably in the cabin, untill an evaluation by the health authority is carried out, as defined in the local Contingency Plan.

After evaluation, it will be defined if the Crew member will be discarded as a suspect, kept on board in quarentine or removed to a hospital to be designated.If the virus is confirmed, the ship may undergo disinfection or quarantine. And if the suspicion is not confirmed, the Free Pratique will be issue.

The Maritime Health Declaration (DMS) must be filled out correctly and in a complete form for evaluation regarding the issue of Free Pratique.

As defined by the Ministry of Health, China is the country considered an area affected by 2019-nCov and, when filling out the DMS, it must be so noted.

Anvisa also recommended the use of personal protective equipment by pilots, employees of the Federal Revenue Service, the Federal Police, the Agricultural Services Surveillance (SVA) and the Brazilian Navy and other workers who are in direct contact with crew members from China, such as Port Workers, shipg agents, among others.

The Agency announced yesterday on their website that it is adopting an additional measure, verifying the origin of the crew members who recently boarded the ships. In this case, the Agency has also checked the place of embarkation to see if there is a possibility of suspected coronavirus.

Bill 23/20 was presented to the National Congress and approved on an urgent basis, since it defines the rules for confronting the new coronavirus. The text of the law provides for actions such as isolation, quarantine and closing ports, highways and airports for entering and leaving Brazil, in specific cases that endanger the health security of Brazilians.

Therefore, if the situation worsens, the Government now has a legal provision that allows temporary restriction of access to foreign ships and crew in Brazilian Ports.

HFW boosts fast-growing transactional offering

Global, sector-focused law firm HFW has continued to expand its fast-growing transactional offering with the hire of senior corporate finance partner Wing Cheung.

Wing specialises in capital markets, including initial public offerings, as well as M&A, private equity and other transactional work. He joins HFW’s Hong Kong office from US law firm Locke Lord, where he was Hong Kong Managing Partner.

Wing’s arrival continues HFW’s significant expansion of its global corporate and finance practices. HFW launched a transactional practice in China earlier this year and has now added 19 transactional partners across its international network since 2018, including lateral hires in Abu Dhabi, Hong Kong, Houston, London, Monaco, Paris and Singapore.

Patrick Yeung, Hong Kong Office Head, HFW:

“This is a major boost to our transactional offering in Greater China and the wider region. Wing brings a wealth of experience of high-end corporate finance, and has an outstanding reputation for his technical expertise and exceptional client service. I am thrilled to welcome him to the firm.”

Wing advises clients on a wide range of corporate and commercial matters, including initial public offerings and M&A. He also has significant experience in regulatory enforcement and compliance, having acted on major investigations and other proceedings by the Hong Kong Stock Exchange and the Hong Kong Securities and Futures Commission.

Wing Cheung, Partner, HFW:

“I am very excited to be joining HFW. It’s been really noticeable over the past few years that HFW is building a strong global corporate and finance practice to complement its leading reputation for disputes and sector-related work. I’m looking forward to helping the firm continue that growth, and working with the HFW transactional teams in Greater China and across the firm’s extensive international network.”

HFW has operated in Greater China for more than 40 years, having been one of the first international law firms to open an office in the country, in 1978.

The firm now has almost 80 lawyers in Greater China, including 21 partners, and is a market leader in aviation, commodities, construction, energy, insurance, shipping, commercial litigation and corporate.

HFW also recently brought in a market-leading team to launch in Monaco – one of 11 international office openings, mergers and associations since 2016, including a fully-integrated US merger and other moves in Brazil, China, Indonesia and the Middle East.

About HFW

HFW is a leading global law firm in the aerospace, commodities, construction, energy, insurance, and shipping sectors. The firm has more than 600 lawyers, including 185 partners, based in offices across the Americas, Europe, the Middle East and Asia-Pacific. HFW prides itself on its deep industry expertise and its entrepreneurial, creative and collaborative culture.

If you would like to find out more information, please visit: https://www.hfw.com/

How a Trade War with China is impacting Natural Stone Prices

The Trump administration has announced this year that the US will impose a tariff on a massive amount of imported goods from China. Many of these goods fall into the home improvement category in the American market. Things like stone tile, natural stone slabs, hard surfaces and there is no telling on how high the retail price will go for American consumers as the tariffs continue to stay in place. This all comes at a time when China has very lax laws on who and how natural stone can be mined, China has a large amount of undeveloped land with natural stone able to be harvested and they are able to meet the growing demand of natural stone seen in American consumers.

One of the largest questions is how much the price of natural stone countertops will rise within the next year. One particular stone concern is granite, and how much it will cost to purchase and install depending on what project you’re working on. For most questions the answer is to purchase now because the cost of granite is only expected to rise. Using this useful reference, currently, prices for granite countertops start at around $35 per square foot installed, and can go well beyond $100 per square foot for exotic and rare materials. With trade negotiations continuing as they are now it has been projected that the price per square foot of granite is expected to increase to over $200 per square foot by early 2020.

When purchasing your stone, it is also important to research the seller. Big box retailers that provide countertops won’t be as detail oriented as their local counterparts mainly due to the lack of knowledge of the staff that will be assisting you. This is because a big box store has a higher turnover of staff and less of a risk to damage their reputation. Also a large retailer will typically have a more limited selection of stone and a more rigid outline of their services, typically a price is set and adhered to in a large retailer. A local fabricator, more often than not, will negotiate pricing, accommodate specific requests, and handle customers with a higher degree of quality solely based on the fact that they are trying to compete with not only other local business but the large retailers as well. It would be advantageous to look into your local options and weigh them against large retail stores, depending on what you’re looking to have done one might be more beneficial than the other!

Knowing what you’re paying for will also be beneficial as the price of the stone increases with the tariffs. There are a lot of factors that make up the final price of your countertop including, the cutouts, edging, backsplash, finish, and color of the stone. By limiting the extra details you’re able to keep the overall price lower. The type of sink you install has an effect of the type of cutout which then has a price on the slab. Edging the counter will have an effect on the final bill as well because the more decorative the final edge look the higher the cost per foot will be! Some styles can rise as high as $10/foot. Choosing to have a matching stone backsplash obviously will heighten the price of your stone bill, but there are other ways to design a backsplash if this puts your costs too high. Tile is a great alternative or a shorter four or five-inch backsplash can help protect your walls against stains. The color of the actual stone can also play a factor in pricing as blue granite is often more expensive than other colors and marble with a more intricate or unique pattern can fetch a higher price. These are all things that, regardless of the trade war with China, will affect your final budget and should be considered!

These tariffs are not expected to go away anytime soon so if you’re planning a renovation or are in the middle of one currently and have yet to purchase your counters, do it! Having a plan of attack and being in the right place to order them will save you money before the end of the year as natural stone prices continue to rise. Removing your old counters as a DIY project might be a good idea as well in order to save even more in a pinch. There are many ways to try to circumvent these price increases and DIY-ing as much as possible is one of them, don’t hesitate to consult a professional but remember that most home jobs can be done with a little research! However, as long as this trade war holds out between the US and China, expect any and all renovations that involve products made or refined in China to be on the retail mark up until early 2020.