The acquisition of a Tokyo-listed UK company
required rare regulatory cooperation. It also demonstrated the
flexibility of UK schemes of arrangement.
The buyer, Haitong International Securities, and
the target, Asian brokerage Japaninvest, agreed the ¥2.88
billion ($24 million) deal on November 26.
A Hong Kong-listed company’s takeover
of a Tokyo-listed UK-incorporated broker implemented via a UK scheme of arrangement prompted the
involvement of regulators in three jurisdictions: Hong Kong,
Japan and the UK.
"Takeovers via schemes of arrangement
aren’t used in Japan at all," said Vivian Lam, partner at Paul Hastings who acted
for Haitong International Securities, a wholly owned subsidiary
of the Hong Kong-listed brokerage Haitong BVI.
"We had to explain to Japanese regulators how it works, and
they needed to decide whether...