Harneys advises buyer consortium in going-private of BlueCity

Harneys acted as Cayman Islands counsel to the buyer consortium in the going-private transaction of BlueCity Holdings Limited (BlueCity), China’s largest LGBTQ online platform.

The buyer consortium consists of Metaclass Management ELP, Mr Baoli Ma, Founder of BlueCity, and the CDH entities that established and control Multelements Limited (Parent) and Diversefuture Limited (Merger Sub). Upon the closing of the going-private transaction on 12 August 2022, BlueCity continues to exist as the surviving entity with Parent becoming the sole shareholder of BlueCity.

The going-private transaction was led by Harneys Shanghai Corporate Partner Calamus Huang, with full support from Counsel Jessie Xu, and Senior Associate Lily Zhang also provided assistance. Simpson Thacher & Bartlett LLP and Skadden Arps, Slate, Meagher & Flom LLP acted as US counsel to the buyer consortium and the special committee of BlueCity respectively.

In addition to advising the buyer consortium on the going-private transaction, the firm’s Shanghai team also provided legal services on the fund formation matter with respect to Metaclass Management ELP, a Cayman private equity fund, which is the controlling shareholder of Parent. NewBornTown (HK. 9911), China’s largest social networking product developer targeting on global markets, is one of the limited partners of Metaclass Management ELP.

This fund formation matter was also led by Calamus, with support from Senior Associate Lawrence Sham of the firm's Shanghai funds team, as well as Trainee Bing Hwang and Paralegal Lexie Zhao.

The firm’s associated corporate and private wealth services business, Harneys Fiduciary, assisted with the setting up of various entities including the partnership, the general partner, Parent and Merger Sub and the relevant filings in connection with the going-private transaction.

It is also notable that Harneys Shanghai Litigation team provided strategic legal advice to the buyer consortium and BlueCity with respect to dissenting shareholders’ requests.

Calamus commented: “We are delighted to have provided the client with the coherent and comprehensive offshore legal services, from the launch of the fund to the closing of the going-private transaction, showcasing our corporate and investment funds team’s capabilities in handling complex and versatile transactions. We also worked closely with our fiduciary and litigation teams, which once again evidences Harneys’ capabilities in providing one-stop shop services to our clients.”

The Corporate team at Harneys advises on complex cross-border transactions involving 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 (including SPAC and De-SPAC), as well as public and private M&A (including going-privates, takeovers and spin-offs) 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 Investment Funds team at Harneys advises on all aspects of the life of a BVI, Cayman, Cyprus, or Luxembourg fund including formation, restructuring, and closure, both in distressed and planned scenarios. The funds lawyers sit side-by-side with the funds team from the firm's associated funds services business allowing it to provide integrated legal and administrative support to its funds clients. Harneys has also established a dedicated offshore regulatory practice providing regulated clients with essential legal support.

The firm’s Shanghai-based team allows China-based clients to easily access an award-winning range of offshore legal services and fiduciary services.