Kangji Medical Holdings Limited and TPG in Take-Private of Kanji Medical

December 19, 2025

Cleary Gottlieb represented Kangji Medical Holdings Limited (HKEX: 9997) and TPG (as lead consortium member and existing shareholder) in the privatization of Kangji Medical by way of a scheme of arrangement, with a transaction value of approximately $1.4 billion.

This transaction marks one of the largest private equity-led take-private deals in Asia this year, setting a significant milestone in Hong Kong’s M&A market. The offeror, Knight Bidco Limited, agreed to acquire all scheme shares for cash consideration. Cleary advised Kangji Medical and TPG on Hong Kong law and process in connection with the take-private transaction, and also advised TPG on the post-privatization shareholders agreement.

Transaction Highlights:

  • Innovative Structure: Founder entities received a combination of cash and a convertible note as consideration for their partial exit.
  • Global Investor Consortium: The deal brought together leading institutional investors, including TPG, NewQuest, and Al-Rayyan Holding (a subsidiary of Qatar Investment Authority).
  • Market Rarity: This represents a rare PE-led take-private transaction in the Hong Kong market.
  • Regulatory Complexity: The transaction successfully navigated a challenging regulatory landscape where minority shareholders holding just 10% could block privatization offers.

Upon completion, Kangji Medical, a leading provider of minimally invasive surgical instruments and accessories, has become a wholly owned subsidiary of the offeror and its listing has been withdrawn from the Hong Kong Stock Exchange.

The Cleary team was led by partners Freeman Chan, Denise Shiu, Shuang Zhao, and Miao Zhang, with support from senior attorneys Keri Gu and Vivien Ho, and associates Beverly Lam, Mengshan Xu, Michelle Chan, and Norman Luk.