DLA Piper advises Mason Group on privatization by way of a scheme of arrangement

DLA Piper has advised Mason Group Holdings Limited (Mason Group), a former Hong Kong Stock Exchange listed company, in relation to its take-private by Liberty High Capital Limited (the Offeror) through a Hong Kong Court sanctioned scheme of arrangement under the Hong Kong Companies Ordinance. It has also advised on Mason Group’s subsequent delisting from the Main Board of the Hong Kong Stock Exchange on 13 November 2023. The total amount of cash required to implement the privatization proposal is approximately HKD1.5 billion.

Mason Group is a financial conglomerate offering a variety of wealth management solutions. It is principally engaged in the provision of wealth and asset management, financial brokerage and financial services, and trading in securities.

The transaction involved a multidisciplinary team of DLA Piper lawyers across its Public M&A, Capital Markets, Litigation and Regulatory practice groups. The team was led by Corporate partner and Co-head of the Equity Capital Markets practice group Arthur Tso, and Litigation and Regulatory partner Leo Cheng, with support from senior corporate associate Jack Li, corporate associates Jevon Tsang and Yu Sun, and litigation associate Matthew Tam.

Commenting on the transaction, Arthur Tso said: “We are honored to have assisted Mason Group in navigating this complex transaction, which involved addressing various legal and regulatory issues, including Court applications for the sanction of the scheme of arrangement, and compliance with the Code on Takeovers and Mergers, the Hong Kong Companies Ordinance and the Hong Kong Listing Rules. By leveraging our strengths in public M&A and capital markets, along with our robust regulatory advisory capabilities, we were able to effectively guide our client through this intricate privatization transaction, showcasing our ability to provide a comprehensive, all-in-one solution.”

Leo Cheng added: “We are delighted to have harnessed the collective expertise of our multi-disciplinary team to successfully conclude this important and complex transaction for Mason Group. Privatization of listed companies by way of Scheme of Arrangement is not very common in Hong Kong, and it is particularly uncommon when the privatization is initiated by a third-party offeror instead of the majority shareholder of the listed company. This transaction exemplifies the seamless collaboration between our Regulatory and Corporate practice groups in assisting listed company clients.”

DLA Piper's Corporate practice in Greater China has amassed substantial experience representing clients in various Hong Kong and US listings, mergers and acquisitions, privatizations and other capital markets transactions.