DLA Piper advises on China’s Newater Technology privatization
DLA Piper has acted as international legal advisor to the buyer consortium in the pending privatization of the NASDAQ-listed Newater Technology, Inc. (NASDAQ: NEWA) (“Newater” or the “Company”).
On 29 September 2020 Newater - a China-based developer, service provider and manufacturer of membrane filtration products and related hardware and engineered systems that are used in the treatment, recycling and discharge of wastewater-, entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) with a buyer consortium consisting, inter alia, of Mr. Yuebiao Li, Newater’s co-founder and chief executive officer, and Ms. Zhuo Zhang, Newater’s co-founder and chief financial officer, pursuant to which the buyer consortium will acquire the Company for USD3,65 per common share of the Company. The buyer consortium intends to finance the merger through a combination of equity and rollover equity financing, plus cash in the Company.
Newater’s board of directors, acting upon the unanimous recommendation of the committee of independent and disinterested directors formed by the board to review this transaction, approved the Merger Agreement and the transactions contemplated thereby, including the closing of the acquisition, and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the transactions contemplated thereby, including the closing of the acquisition.
The acquisition, which is currently expected to close in 2021, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders representing more than fifty percent of the outstanding Shares of the Company, present and voting in person or by proxy as a single class at a general meeting of the Company’s shareholders duly convened to consider the approval of the Merger Agreement and the transactions contemplated thereby, including the closing of the acquisition. If completed, the transaction will result in Newater becoming a privately held company and its common shares will no longer be listed on NASDAQ.
Commenting, DLA Piper’s Corporate partner James Chang, who led the team advising on this transaction, said: “Newater’s pending privatization by its management-led buyer consortium reflects a developing trend of privatizations of China-based U.S. issuers, and DLA Piper’s role acting for the buyer consortium demonstrates the firm’s expertise in the U.S. public M&A space.”
The DLA Piper team was led by Corporate partner James Chang, supported by associate Shenglan Jin (both based in Beijing). Corporate partners Alec Fraser (New York) and Andrew Ledbetter (Seattle), of counsel Alex Ye (Hong Kong), associates Frank Chen and Zhiyuan Wu (both Shanghai), Finance and Projects associate ChiHang Kuok and legal trainee Lin Zhu (both Beijing) also advised on the transaction.