Herbert Smith Freehills advises Sun Art Retail on the HK$3.2 billion mandatory general offer triggered by DCP Capital's HK$10 billion acquisition

Leading international law firm Herbert Smith Freehills has advised Sun Art Retail Group Limited (HK.06808) on mandatory cash offers, triggered by DCP Capital's HK$10 billion (US$1.28 billion) acquisition of Alibaba's shareholding in Sun Art.

The offering commenced on 6 March 2025, led by Deutsche Bank and UBS on behalf of Paragon Shine Limited, a company fully owned by DCP Capital Partners II, L.P., a fund of DCP Capital.

The transaction followed the signing of a Sale and Purchase Agreement on 31 December 2024.

"We are proud to have supported Sun Art Retail Group on this pivotal transaction, the largest retail M&A in China's consumer sector in four years, marking a significant growth milestone driven by private capital investment," said Hong Kong partner Matt Emsley.

"Sun Art has been a valued client for over a decade, and we are proud to have advised them on multiple significant transactions, including previous takeover deals," added Matt.

The Hong Kong team advised Sun Art on all its takeover transactions in the past decade, including general offers triggered by Alibaba's US$2.87 billion investment in Sun Art in 2017, Alibaba's US$3.6 billion further investment in 2020, and DCP Capital's HK$10 billion investment in 2024.

"This deal reflects our deep expertise in the Hong Kong equity capital and private capital markets, which allows us to deliver strategic solutions to complex transactions," said Hong Kong partner Jeremy Shen.

Sun Art Retail Group is one of China's largest hypermarket chains, operating hundreds of stores across the country. DCP Capital is an alternative asset management company focused on private equity investments.

Matt and Jeremy led the team, supported by of counsel Maisie Ko, senior associate Aaron Li, and associates Cyrus Wong and Camille Chai, as well as trainee solicitors Natalie Wong and Susan Zou. All are based in Hong Kong.