KWM advises on Haier’s strategic acquisition of Shanghai RAAS and strategic cooperation with Grifols

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Recently, Haier Group (Haier), through Haiyingkang (Qingdao) Medical Technology Co., Ltd. (Haiyingkang), has acquired a 20% stake in Shanghai RAAS Blood Products Co. (Shanghai RAAS, 002252.SZ) held by Grifols, S.A. (Grifols, MCE: GRF, MCE: GRF.P, NASDAQ: GRFS) for a total price of RMB 12.5 billion. The relevant transfer and registration formalities have been completed. Upon completion of the change of interests under the transaction, Haier, through Haiyingkang, will hold 26.58% of the voting rights of Shanghai RAAS in aggregate. Following the reorganisation of Shanghai RAAS’s board and the related processes in accordance with the transaction agreement, Haier will become the de facto controller of Shanghai RAAS. Further solidifying their collaboration, Haiyingkang, Grifols and Shanghai RAAS have entered into a strategic cooperation agreement in accordance with the transaction agreement, establishing a comprehensive and exclusive strategic partnership in bioscience and diagnostics. This collaboration will cover all of Grifols’ existing and future businesses in China, encompassing such areas as production and quality management, agency distribution, research and development and innovation.

 

Haier, founded in 1984, is a leading global provider of better life and digital transformation solutions. Incaier is Haier’s comprehensive health industry ecosystem brand. Shanghai RAAS, founded in 1988 and listed on the Shenzhen Stock Exchange in 2008, is a blood products manufacturer with reasonable structure, complete product range and high plasma utilization rate in the industry in China. Leveraging Haier’s open ecosystem, Incaier will support Shanghai RAAS to promote the strategy of “expanding plasma business” and “exploring non-plasma opportunities”. Focusing on safety, high quality and efficiency, Shanghai RAAS adheres to scientific innovation by continuously increasing investment in basic research, clinical transformation and industrial upgrading, and exploring cutting-edge biopharmaceutical technologies. In the meantime, based on Haier’s successful Rendanheyi (人单合一) management model and mature global operation system, Shanghai RAAS will think globally, integrate R&D, manufacturing and clinical application resources, and strive to grow into a world-class biopharmaceutical company while leading the development of the Chinese blood product industry. The transaction will help Incaier to further improve the layout of the ecological industry chain of the blood industry, representing an important milestone for the development of Haier’s comprehensive health industry.

The transaction involves multiple jurisdictions, including China, the United States and Spain. King & Wood Mallesons (KWM), as the counsel to Haier, participated in all aspects of this project. KWM completed legal due diligence on Shanghai RAAS and its subsidiaries and provided a package of legal services, covering transaction structuring, compliance demonstration, transaction document drafting, negotiations and discussions, information disclosure, regulatory approval analysis, and antitrust filing in China. It also assisted with the closing and provided follow-up services on the governance of the listed company, including board reorganisation, and ensured the successful completion of this project. The client highly recognised and affirmed KWM’s efforts.

In this project, a seamless collaboration across the KWM Qingdao, Beijing, Shanghai and New York offices fully demonstrates KWM’s capability to provide comprehensive, cross-jurisdictional and one-stop legal services. The firm provided Haier with full-scale, integrated and efficient transactional services and legal advice. The KWM team was led by partners Xu Ping, Li Qiang and Jiao Fugang, with partner Chai Zhifeng providing legal services on antitrust filings in China. The project team also consisted of An Zhou (Counsel), Ge Nana, Liu Chengbin, Gai Yichen and Lin Tianyuan from the Qingdao office; Jia Han, Sun Yitong, Meng Di and Li Jiahui from the Beijing office; Wang Ye (Counsel) and Wu Weimin from the Shanghai office; and Liu Ning (Counsel) and Ariel Shi from the New York office.

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