On March 18, 2015, Fonterra Co-operative Group Limited (“Fonterra Group”), through its wholly-owned subsidiary Fonterra Dairy (Hong Kong) Co., Ltd. (“Fontarra Hong Kong”) , successfully acquired 192,427,112 shares (18.82% of the total count) of Shenzhen Stock Exchange-listed Beingmate Baby & Child Food Co., Ltd. (“Beingmate”, 002570.SZ) by partial tender offer. In January 2015, Fonterra’s strategic investment in Beingmate was approved by the Ministry of Commerce, and then passed the anti-monopoly examination. Price of the tender off is 18 yuan/share, with total value of the deal around 3.464 billion yuan.

Beingmate is mainly involved in the research, development, production and sale of baby and child milk powder, and is the leader of formula in China. Fontarra is the global leader in the procurement, processing and sale of milk and diary products, as well as the biggest diary exporter in the world. By tender offer this time, Fonterra will become the strategic investor of Beingmate and form a sustainable strategic partnership between the two. The global resources from the two sides can be integrated to create more commercial values.

Jingtian & Gongcheng is the PRC legal counsel of the acquiree Beingmate. It’s involved in the design of the project plan, review of documents, and provides legal opinions concerning information disclosure by a public company, Chinese government approval procedures (including anti-monopoly filing), etc.