Harneys advises on Newborn Town’s acquisition of and financial consolidation with BlueCity
Harneys acted as Cayman Islands counsel to Metaclass Management ELP, a Cayman limited partnership, and its general partner, Chizicheng Strategy Investment Limited, in connection with the acquisition (the Acquisition) of the entire issued share capital of Chizicheng Strategy Investment by Newborn Town Inc. (HK. 9911) (Newborn Town).
Chizicheng Strategy Investment, our long-term client, was the general partner to Metaclass Management ELP, which was set up for the purpose of privatisation of the previously NASDAQ-listed BlueCity Holdings Limited (BlueCity). The Harneys Shanghai team previously advised the buyer consortium in the going-private transaction of BlueCity. As the controlling shareholder of the buyer consortium in the abovementioned privatisation transaction, Metaclass Management ELP became the controller of BlueCity and all of its subsidiaries, including subsidiaries controlled by way of contractual arrangements, upon completion of the privatisation.
Through the Acquisition, Newborn Town became the sole shareholder of Chizicheng Strategy Investment, thereby exercising full control over Metaclass Management ELP, which in turn allowed for control of and consolidation of the financial statements of its subsidiaries, including BlueCity and its subsidiaries.
Newborn Town, listed on the Hong Kong Stock Exchange, is a mobile internet company focussing on the global open social networking sector, and BlueCity is a leading company in the global LBGTQ social network. Through leveraging the reputation of BlueCity in the LGBTQ community, Newborn Town hopes to further expand its global operations.
Harneys Shanghai Corporate Partner Calamus Huang led the team, supported by Senior Associate Lily Zhang. Haiwen & Partners (Hong Kong) and Jingtian & Gongcheng acted as counsel for Hong Kong and PRC laws regarding the transaction, respectively.
Commenting on the transaction, Calamus said: "We are proud to provide our client with a wide range of legal services, from the establishment of the partnership to the completion of the privatisation transactions to the completion of the Acquisition, demonstrating our team's expertise and capabilities in handling different types of complex transactions. Our wish is to accompany our clients for the long term, grow and progress together.”
The Corporate team at Harneys advises on complex cross-border transactions involving the British Virgin Islands, Cayman Islands, Luxembourg, and Cyprus corporate vehicles. The team’s significant track record includes advising on high-profile private equity transactions, landmark IPOs, public and private M&A, and joint ventures. The firm’s expertise lies in advising entities listed or listing on all major stock exchanges, including the New York Stock Exchange, NASDAQ, the London Stock Exchange, AIM, the Hong Kong Stock Exchange, the Shanghai Stock Exchange, and the Luxembourg Stock Exchange. The firm’s Shanghai-based team allows China-based clients to easily access an award-winning range of offshore legal services and fiduciary services.