GLP China Holdings Limited made a proposal to acquire 67.67% stake in Li & Fung Limited (SEHK:494) from a group of shareholders for HKD 7.2 billion on March 20, 2020. GLP make the offer at HKD 1.25 per share in cash. GLP China will cancel the shares held by Fung Holdings (1937) Limited by making an offer to acquire 5.7 billion shares. Upon the transaction becoming effective, all scheme shares will be cancelled (with the equivalent number of new shares being simultaneously issued and credited as fully paid to GLP) and the share certificates for the scheme shares will thereafter cease to have effect as documents or evidence of title. The transaction will be financed through external debt financing and/or internal resources of GLP. The transaction is subject to approval by Li & Fung shareholders, the passing by the shareholders at the SGM of a special resolution to approve any reduction of the issued share capital of Li & Fung by the cancellation of the scheme shares and an ordinary resolution to apply the reserve created by the cancellation of the scheme shares to simultaneously restore the issued share capital of Li & Fung by the allotment and issue to the GLP of such number of new shares (credited as fully paid) as is equal to the number of the scheme shares cancelled, approval by the court, the receipt of an opinion from the Independent Financial Adviser to the Independent Board Committee confirming that the Founder Arrangement is fair and reasonable, approval of Hart-Scott-Rodino Antitrust Improvements Act of 1976, any licenses, permits or contractual obligations and all applicable laws having been complied with and no legal or regulatory requirement having been imposed by any authority and Dissenters Rights Limited. The parties shall be subject to a 5-year lock-up in respect of (direct and indirect) transfers of shares. As on April 15, 2020, the transaction received antitrust approval from FTC. On May 12, 2020, Shareholders of Li & Fung approved the transaction at the court meeting. The transaction is approved by the court on May 21, 2020. The scheme will lapse if it does not become effective on or before September 30, 2020. The transaction is expected to close on May 26, 2020. Subject to the scheme becoming effective, the withdrawal of the listing of the shares on the Stock Exchange is expected to take place on May 27, 2020. Morgan Stanley Asia Limited acted as the financial advisor to GLP China. Lisa Chung of Slaughter and May acted as the advisor for Morgan Stanley Asia Limited. Goldman Sachs (Asia) L.L.C. acted as the financial advisor to the Fung family. Citigroup Global Markets Asia Limited acted as the financial advisor to Li & Fung Limited. Goldman Sachs (Asia) L.L.C. acted as the financial advisor to Fung Holdings (1937) Limited. Lisa Chung of Slaughter and May acted as legal advisor to Morgan Stanley Asia Limited. Yang Chu, Martin Rogers, Kai Sun and Tracy Wu of Davis Polk & Wardwell LLP, Hong Kong Office acted as legal advisor to Li & Fung Limited in this transaction. The Hongkong and Shanghai Banking Corporation Limited acted as financial advisor to Li & Fung. Platinum Securities Company Limited acted as financial advisor to independent board committee of Li & Fung. Tricor Abacus Ltd. acted as registrar to Li & Fung. GLP China Holdings Limited completed the acquisition of 67.67% stake in Li & Fung Limited (SEHK:494) from a group of shareholders on May 26, 2020. All the conditions of the scheme document were fulfilled and the scheme became effective. Cheques for the payment of the cancellation Price under the scheme will be dispatched to the scheme shareholders as soon as possible but in any event on or before June 1, 2020. Nicholas Norris, Joey Chau, Michael Ning, Alan Fu, David Irvine, Jason Lim, Justin Dolling, Michelle Cheh, Cori A. Lable, Gerald Lam, Sarah Jordan, Michael D. Thorpe, Matthew Sinclair-Thomson, Arjun Chandran, Mario Mancuso, P.C. and Shawn B. Cooley of Kirkland & Ellis LLP acted as legal advisors to GLP Pte, parent of GLP China Holdings.