Jurisdiction - China
China – Bakers Advises Pacific Andes On USD556m Voluntary Cash Offer For Copeinca By China Fishery.

4 March, 2013


Baker & McKenzie is acting as Hong Kong counsel to Hong Kong-listed leading international frozen seafood supplier Pacific Andes International Holdings Limited (“PAIH”) in relation to the proposed acquisition by China Fishery Group Limited (“China Fishery”), an indirect non-wholly owned subsidiary of PAIH, on its US$555.8 million voluntary cash offer for all the outstanding issued shares of Copeinca ASA (“Copeinca”).  Copeinca is the second largest fishing company in Peru whose shares are primarily listed on Oslo Børs and secondarily listed on the Lima Stock Exchange.  The acquisition would elevate China Fishery to become Peru’s largest producer, as well as among the world’s largest producers, of fishmeal and fish oil.
The acquisition will be funded by a combination of a 1-for-1 fully underwritten rights issue by Singapore-listed China Fishery, which will raise net proceeds of not less than approximately US$277.5 million, a loan facility of up to US$295 million and other internal company resources.  Pacific Andes Resources Development Limited ("PARD"), PAIH's non-wholly owned subsidiary listed in Singapore, which is also the majority shareholder of China Fishery, will also participate in the rights issue.
Rabobank International, Singapore Branch and Rothschild (Singapore) Limited are acting as financial advisers to China Fishery in connection with the acquisition. DBS Bank Ltd. and Standard Chartered Securities (Singapore) Pte. Limited are acting as the joint lead managers and joint underwriters in connection with the rights issue.
The multi-jurisdictional Baker & McKenzie team is led by Hong Kong-based M&A partners Milton Cheng and Christina Lee.  The team also includes Hong Kong-based securities partner Brian Spires and associates Albert Chau and Tami Chen.  Lima-based partners, Jorge Ossio Gargurevich and Pablo Berckholtz, also advised China Fishery on the Peruvian aspects of the acquisition.
Commenting on the transaction, Milton Cheng said, “We are delighted to have had the opportunity to assist Pacific Andes, a long standing client of the Firm, on this significant and complex cross-border transaction.  We look forward to working closely with Pacific Andes as they expand their business globally."


David Lim & Partners acted for PARD and CFGL as Singapore Counsel
BA-HR acted for the Offeror in respect of the Norway offer
Appleby acted for PARD/ PAIH as Bermuda counsel
Clifford Chance acted for the Underwriter


For further information, please contact:


Jamie Kar, Baker & McKenzie
[email protected]



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