Linklaters advises on US$26 billion Chinese Train Manufacturers Merger

Linklaters are the lead counsel on the US$26 billion merger of CSR Corporation Limited (“CSR”) and China CNR Corporation Limited (“CNR”). This is the first-ever merger of two companies with dual listings in Shanghai and Hong Kong and the first-ever securities exchange involving two sets of A shares and two sets of H shares.

Linklaters have advised on the structure of the merger, led discussions with Hong Kong regulators and the preparation of regulatory documentation and are advising on competition matters outside China.

CSR and CNR operate multinational businesses and rank among world major rolling stock manufacturers and solution providers, with assets of close to US$26 billion each. Their combined market capitalisation rose above US$30 billion on announcement of the merger. CSR and CNR are proposing to merge by way of absorption and a share exchange of 1.1 new CSR shares for each CNR share. The same exchange ratio applies to both A shares and H shares.

Linklaters’ lead partner on this transaction, Teresa Ma, said:

“The unprecedented nature, the scale and other unique aspects of the merger require solid experience and innovative thinking on the part of counsel. We also have to be highly efficient: kick-off to signing took under 10 weeks. It is a great privilege to help realise China’s ‘one belt, one road’ vision for the rail industry.”

The Linklaters team was also led by corporate partner, Pui Hong Chik and competition/anti-trust partner Fay Zhou, with assistance from managing associates Iris Yeung and Geoffrey Tang.

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