DeHeng Hong Kong advised Charmacy Pharmaceutical Co., Ltd. (as the offeree company) to complete the unconditional mandatory cash offer

2023-03-07

DeHeng Hong Kong advised Charmacy Pharmaceutical Co., Ltd. (stock code: 2289) (“Charmacy”), as the offeree company, in relation to the unconditional mandatory cash offer made by Guotai Junan Securities (Hong Kong) Limited for and on behalf of Jiangxi Jiangzhong Pharmaceutical Commercial Operation Co., Ltd. (the “Offeror”).

Guotai Junan Securities (Hong Kong) Limited made an unconditional mandatory cash offer for all the issued shares of Charmacy for an on behalf of the Offeror in compliance with the Hong Kong Code on Takeovers and Mergers at the offer price of HK$7.29 per offer share of Charmacy (the “Offer”). The Offer commenced on 20 January 2023 and closed on 10 February 2023. 

Immediately after the close of the Offer and the completion of the transfer of the acceptance shares, only approximately 21.62% of the entire issued share capital of Charmacy were held by the public and the minimum public float requirement of 25% under the Listing Rules was not satisfied. DeHeng Hong Kong advised Charmacy on its application for a four-month waiver from strict compliance of the minimum public float requirement under the Listing Rules and such waiver was granted by the Stock Exchange on 28 February 2023. 

Charmacy is a company listed on the Main Board of the Stock Exchange. Charmacy is principally engaged in pharmaceutical distribution business. It mainly distributes western medicine, Chinese patent medicine and healthcare products to downstream distributors and retail terminals, as well as provides consultation service on pharmaceutical products. The Offeror is a directly wholly-owned subsidiary of Jiangxi Jiangzhong Pharmaceutical Commercial Operation Co., Ltd., a Jiangxi provincial state-owned enterprise principally engaged in the wholesale and retail of medicines and the sales of food, disinfection equipment and Class III medical devices. 

DeHeng Hong Kong worked closely and actively with other professional parties to provide professional, comprehensive and efficient legal services for this project.

* DeHeng Hong Kong denotes DeHeng Law Offices (Hong Kong) LLP ( formerly known as Chungs Lawyers)