Orrick Advises on US$1B Take Private of Perfect World

April.27.2015

Orrick, Herrington & Sutcliffe is advising Michael Yufeng Chi, the founder and chairman of Chinese gaming company Perfect World Co. Ltd. (NASDAQ: PWRD), as he takes the company private. Beijing-based Perfect World is the latest take-private of a U.S.-listed Chinese company and has entered into an Agreement and Plan of Merger with Perfect Peony Holding Company Limited (Parent), beneficially owned by Mr. Chi and Perfect World Merger Company Limited, a wholly owned subsidiary of Parent. The deal values Perfect World at approximately US$1 billion.

The Orrick team is led by Shanghai-based Corporate partner Jie (Jeffrey) Sun and San Francisco-based M&A and Private Equity partner Richard Vernon Smith and also includes San Francisco-based M&A and Private Equity senior associate Hari Raman and Shanghai-based Corporate associate Lu (Echo) Wang.

Please find a link to Perfect World’s press release here.

Related Lawyers

Jie Jeffrey Sun Partner, Equity Capital Markets, Mergers & Acquisitions

Shanghai; Beijing

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D:+86 21 6109 7103
E: [email protected]

Practice:

Finance Sector
Equity Capital Markets
Mergers & Acquisitions
China
Africa

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Jie Jeffrey Sun Partner

Shanghai; Beijing

Jeffrey has extensive experience representing both Chinese enterprises in fund raising and investing abroad and foreign investors investing in China.

He regularly represents issuers and underwriters in the U.S. and Hong Kong public securities offerings, including initial public offerings (IPOs) and Rule 144A/Regulation S offerings for PRC-based companies.

In addition, he is experienced in handling complex cross-border mergers and acquisitions, foreign direct investment, strategic alliances, joint ventures and regulatory compliance matters for numerous foreign investors and Chinese companies. He also counsels global private equity funds on their investment activity throughout Greater China and across Asia.

Some clients he has represented include Bright Food, JD.com, Trina Solar, China Sunergy, Perfect World, ReneSola, Tudou, Pactera Technologies and some international investment banks and private equity funds.

Jeffrey is consistently recognized as a leading lawyer for China M&A by prestigious legal publications such as Chambers Asia, Asia-Pacific Legal 500 and IFLR1000. Clients recognizes him as “an excellent business partner, above his legal counsel role”, who “gives practical advice not only based on legal proficiency, but really helpful for our business”.

Prior to joining Orrick, Mr. Sun worked with a major international law firm, and he was a former partner in a local law firm based in Shanghai.

Richard Smith Partner, Mergers & Acquisitions, Capital Markets

San Francisco

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Practice:

Mergers & Acquisitions
Capital Markets
Technology Companies Group
Japan
Taiwan

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Richard Smith Partner

San Francisco

Richard has advised on more than 500 M&A transactions and has represented clients in all aspects of mergers and acquisitions transactions involving public and private companies, including negotiated mergers, auction bid processes, cross-border transactions, distressed asset sales (including 363 sales), leveraged buyouts, tender offers and exchange offers, going private transactions, SPACs and reverse mergers, mergers of equals transactions, going dark transactions, hostile takeovers, proxy contests, takeover and activist defense, purchases and sales of divisions and subsidiaries and joint ventures. He co-authored a1,500-page book by Bloomberg, Mergers and Acquisitions of Privately Held Companies: Analysis, Forms and Agreements.

Richard also has represented clients in a wide range of SEC-registered, underwritten and privately placed stock and debt offerings, and he has assisted companies in connection with issuer tender offers (both equity and debt), recapitalizations, restructurings, share repurchase programs, and rights offerings. He regularly represents clients in the preparation and filing of periodic SEC reports, proxy statements and Williams Act reports. He also advises clients on compliance with the Sarbanes-Oxley Act of 2002, Dodd-Frank Act of 2010 and JOBS Act; reporting under and compliance with Section 16 of the Securities Exchange Act of 1934; disclosure and reporting issues; sales of restricted securities and sales of securities by insiders; universal proxy cards; and NYSE/NASDAQ rule compliance and inquiries.

Hari Raman Partner, Mergers & Acquisitions, Special Purpose Acquisition Companies (SPACs)

San Francisco

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D:+1 415 773 4223
E: [email protected]

Practice:

Mergers & Acquisitions
Special Purpose Acquisition Companies (SPACs)

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Hari Raman Partner

San Francisco

Hari represents private equity firms and public, private, emerging and late-stage technology companies in a variety of domestic and international transactions. His experience spans the range of M&A activity, including cross-border deals, SPAC transactions, majority/minority investments, restructurings and general corporate matters. He works closely with serial acquirers implementing their buy-side M&A strategies, and with venture-backed companies, founders and investors in M&A exits and other liquidity transactions.

Hari has extensive experience leading companies in core technology markets through all aspects of the M&A process. He understands the unique issues, deal terms and trends at play in technology M&A, allowing him to optimize for efficiency, transaction execution and results for his clients.

Hari has also previously worked in Asia and the Middle East on complex, cross-border M&A, and leverages that experience in leading M&A transactions across the globe, including China, India, Israel and the United Kingdom.

Prior to joining Orrick, Hari was an associate at Gibson, Dunn & Crutcher LLP. He is qualified to practice in both California and New York.