Gregory G.H. Miao
Partner, Shanghai, Hong Kong and Beijing
Mergers and Acquisitions, Finance Transactions
Gregory Miao is Skadden’s China M&A and corporate practice leader and serves on the
firm’s top governing body, the Policy Committee. He divides his time among the Shanghai,
Beijing and Hong Kong offices and represents international and PRC clients in China-related transactions. In March 2006, he was selected by The American Lawyer magazine as
its “Dealmaker of the Year 2005” and has repeatedly been included as a leading lawyer in
Chambers Global: The World’s Leading Lawyers for Business.
Since 1985, Mr. Miao has represented major U.S. companies, such as Carlyle, Blackstone, Morgan
Stanley, Visa, Coca-Cola, Western Digital, Stanley Black & Decker, Lockheed Martin, Dow Corning,
MacAndrews & Forbes, Owens Corning, Kodak, Bell Atlantic, Colgate, Honeywell, Kmart, Revlon,
Textron, Universal Studios, and Viacom International, in their various transactions in the PRC.
T: +86.21.6193.8282 (Shanghai)
M: +86.138.0102.1847 (Shanghai)
T: +852.3740.4780 (Hong Kong)
M: +852.6508.6069 (Hong Kong)
T: +86.10.6505.5511 (Beijing)
M: +86.138.0102.1847 (Beijing)
greg.miao@skadden.com
Highlights from his M&A experience include representing:
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-- China Three Gorges Corporation in its acquisition of the 21.35 percent stake in
Energias de Portugal S.A. (EDP) for US$3.5 billion, becoming the largest shareholder of
EDP. EDP owns the world’s fourth largest wind power generating company EDPR, with
businesses in 18 states of the U.S. and several countries in Europe. The deal represents the
biggest ever Chinese investment in Europe;
LL.M., New York University School
of Law, 1985
LL.B., East China Normal
University, 1982
-- Apex Technology Co., Ltd. (China) as the leader of a buyer consortium in its US$4
billion acquisition of Lexmark International Inc. This was the second-largest outbound
acquisition in the technology sector ever completed by a Chinese investor and the
third-largest U.S. public takeover ever done by a Chinese investor;
-- Western Digital Corporation in its data storage and solutions joint venture with Unisplendour, a China-based technology company;
-- Anbang Insurance in its US$1.8 billion acquisition of the Waldorf-Astoria Hotel;
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-- China Huaneng Group in its US$1.2 billion acquisition of a 50 percent interest in InterGen, an international power generation company headquartered in the Netherlands with
generating assets in the U.S. and 12 power generating companies in the Netherlands, the
U.K., Mexico, the Philippines and Australia;
-- State Grid in its acquisition of stakes in overseas mining companies and search for mining
projects in North America;
-- China Huaxin Post and Telecommunications Economy Development Center in its
US$362 million acquisition of Alcatel-Lucent’s enterprise business through a competitive
bidding process. This is the first time a Chinese state-owned enterprise has been cleared in
the acquisition of sensitive telecom equipment business in the U.S.;
-- China XD Electric Co., Ltd. in its business and technology development cooperation with
General Electric Company, including GE’s acquisition of 15 percent equity stake in XD
Electric for US$535 million and establishment of a global production/sales joint venture
for secondary digital energy equipment;
-- China National Blue Star in its acquisition of Elkem for US$2 billion, a silicon manufacturer based in Norway; its US$600 million sale of a 20 percent stake to The Blackstone
Group; its acquisition of the silicone and sulfide business from Rhodia S.A. for €500
million; and its acquisition of Adisseo Group for €400 million;
-- Chemchina in its A$2.7 billion joint bid for NuFarm Limited of Australia;
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Gregory G.H. Miao
Continued
-- Fosun in its acquisition of a 12 percent stake in French-listed Club
Med, becoming the largest shareholder;
-- CITIC Securities in its global strategic alliance with Crédit Agricole Corporate and Investment Bank and CLSA in 17 jurisdictions;
-- the independent non-executive directors of CNOOC in its proposed
US$18.5 billion acquisition of Unocal Corporation;
-- China Minmetals in its proposed US$4.5 billion acquisition of
Noranda Inc., whose assets are located in 13 countries;
-- China TravelSky Holding Company in its bid for Accenture’s
global air ticket business;
-- Huaneng Power International in its US$700 million acquisition
of Shandong Huaneng Power, which resulted in the delisting of
Shandong Huaneng from the NYSE;
-- Sinopec in its US$493 million acquisition of Beijing Yanhua
Petrochemical, which resulted in the delisting of Beijing Yanhua
from the NYSE and HKSE;
-- Owens Corning in the sale of its Brazil operation to CPIC;
-- The Carlyle Group in its sale of 40 percent stake in Sinorgchem
to Sinochem; its sale of 49 percent stake in China Chengde Steel
Tube Co., Ltd. to Precision Castparts Corp.; and its acquisition of
a 15 percent stake in Singapore-listed China Fishery Group;
-- Morgan Stanley and other shareholders in the sale of 100 percent equity
in Motel168, a hotel chain in China to Homeinns for US$470 million;
-- Morgan Stanley in the sale of its 34 percent stake in China
International Capital Corporation Limited to overseas investors for
US$1 billion via a bidding process;
-- Dow Corning in various investments in China;
-- SINA Corporation in its adoption of a “poison pill” plan in
response to an unsolicited accumulation of a 19.5 percent interest
by Shanda Interactive Entertainment Limited;
-- Yahoo! Inc. in its US$4 billion acquisition of a 40 percent interest
in Alibaba.com; and
-- Kodak in the landmark acquisition of almost the entire Chinese
state-owned photographic industry for US$1.6 billion. This acquisition resulted in the enactment of new law governing acquisitions
by foreign parties in China.
Mr. Miao has represented issuers and underwriters in PRC-related
securities offerings, many of which set precedents for later transactions.
Highlights from his securities offerings experience include representing:
-- Sinopec in its US$3.4 billion IPO and listing on the NYSE,
HKSE and London Stock Exchange;
-- CNOOC in its US$1.4 billion IPO and dual listing on the NYSE and HKSE;
-- Huaneng Power International, the largest independent power
producer in Asia, in its US$625 million IPO and listing on the NYSE;
-- China Resources Power in its US$330 million Hong Kong IPO;
-- China Construction Bank in its US$9.2 billion IPO and listing
on the HKSE;
-- China CITIC Bank in its US$5.9 billion A plus H shares listing on
the HKSE and Shanghai Stock Exchange;
-- CICC, Citigroup, CSFB and Deutsche Bank in the US$3.5 billion
IPO and dual listing on the NYSE and HKSE by China Life Insurance;
-- China Netcom in its US$1.3 billion IPO and dual listing on the
NYSE and HKSE;
-- MacAndrews & Forbes in its China investments;
-- HSBC, UBS and JP Morgan in the US$1.2 billion IPO and listing
on the HKSE by China COSCO;
-- Coca-Cola in its proposed US$2.5 billion takeover of China
Huiyan Juice;
-- JA Solar in its concurrent offerings of US$400 million of senior convertible notes and up to 13,125,520 borrowed American depositary shares;
-- DaimlerChrysler in its sale of Chrysler LLC to a private equity
firm for US$7.4 billion, including the separation of the DaimlerBenz operations from the DaimlerChrysler China joint venture;
-- JA Solar in its US$259 million IPO and Nasdaq listing as well as
its US$306 million follow-on offering;
-- DE Shaw and Goldman Sachs in their US$250 million investment in Rongsheng Shipbuilding Company;
-- DE Shaw, Goldman Sachs and Deutsche Bank in their US$400
million investment in Rongsheng Real Estate Company;
-- JP Morgan and Credit Suisse in Wuxi Pharmatech’s US$212
million IPO and NYSE listing;
-- 3SBio in its US$123 million IPO and Nasdaq listing;
-- MEMSIC in its US$70 million IPO and listing on Nasdaq;
-- China CITIC Bank in its US$646 million sale of a 5 percent stake
to Banco Bilbao Vizcaya Argentaria, S.A., a bank in Spain;
-- eLong in its US$62 million IPO and Nasdaq listing; and
-- Kuwait Investment Authority in its US$780 million acquisition
of shares in the Industrial and Commercial Bank of China;
Mr. Miao was raised in Shanghai and speaks fluent Mandarin and
Shanghainese.
-- Comtech in its US$47 million IPO and Nasdaq listing.
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