During the course of 2014, Ohrenstein & Brown, LLP has been serving as United States legal advisor to a special committee of a Chinese holding company in a multi-million dollar merger transaction that has recently been approved by the company’s shareholders.
Ohrenstein & Brown was one of five law firms to serve as U.S. legal advisor to one of the parties in this complex international transaction, along with Cadwalader, Wickersham & Taft LLP; Skadden, Arps, Slate, Meagher & Flom LLP; Cleary, Gottlieb, Steen & Hamilton LLP; and Winston & Strawn LLP.
Sino Gas International Holdings Inc. (“Sino Gas”) is a Chinese holding company that is engaged in the development of natural gas distribution systems and the distribution, of natural gas to residential and industrial customers in small- and medium-sized cities in the People’s Republic of China. In April 2014, Sino Gas entered into a merger agreement with Prosperity Gas Holdings Limited, a Cayman Islands exempted company and Merger Sub Gas Holdings Inc., a Utah corporation. Pursuant to the agreement, Prosperity Gas will acquire Sino Gas for $1.30 per share of Sino Gas’ common stock without interest, or approximately $74.9 million.
Prior to the execution of the merger agreement, Sino Gas had formed a special committee comprised of directors of the company to evaluate and negotiate the terms of the merger. The special committee retained Ohrenstein & Brown to be its U.S. legal advisor in the transaction. On behalf of the special committee, Ohrenstein & Brown, along with the special committee’s financial advisors, negotiated the terms of the merger agreement. After the terms had been agreed upon, the special committee unanimously recommended that Sino Gas’ board of directors approve the proposed transaction, which it subsequently did.
The merger is now awaiting approval from Chinese antitrust regulators, which is expected to be forthcoming.