Morgan Stanley and SPDBI in Genor Biopharma’s RTO of Edding Group via Share‑Swap Merger

Cleary Gottlieb advised Morgan Stanley and SPDB International (SPDBI), the joint sponsors to Genor Biopharma Holdings Limited (HKEX: 6998), in connection with Genor Biopharma’s acquisition of Edding Group through a share‑swap merger, which constituted a reverse takeover (RTO) under the Hong Kong Listing Rules.

Cleary advised the joint sponsors on all key regulatory processes relating to the deemed new listing.

This transaction represents the first‑ever RTO involving an 18A biotech listed company in the Hong Kong capital markets, marking a significant milestone in terms of regulatory complexity, structural innovation and market impact. Upon completion, Edding Group, as the surviving entity, merged into the renamed listed company, Edding Genor Group Holdings Limited. The combined group will jointly build a fully integrated biopharmaceutical platform spanning the entire industry value chain.

Transaction highlights include Genor Biopharma’s acquisition of Edding Group through an issuance of new shares, constituting a RTO under the Hong Kong Listing Rules and triggering a deemed new listing — the first RTO on the Hong Kong Stock Exchange (HKEX) involving a Chapter 18A‑listed biotech issuer, setting a new benchmark for regulatory scrutiny. Upon completion, Edding’s shareholders will hold approximately 77.43% of the enlarged share capital, requiring an application for a Whitewash Waiver under the Hong Kong Takeovers Code. As the first transaction of its kind with no market precedent, the parties navigated a uniquely complex regulatory landscape, involving extensive engagement with the Stock Exchange, the Securities and Futures Commission (SFC), and other authorities on matters relating to the RTO classification, new listing application, Takeovers Code compliance, the Whitewash Waiver, and cross‑border regulatory filings.

Cleary represented Morgan Stanley and SPDBI as joint sponsors and provided comprehensive Hong Kong legal support for the transaction, including conducting the regulatory assessment for the New Listing Application, analyzing the RTO structure and the applicability of the Hong Kong Listing Rules, assisting with multiple rounds of enquiries from the HKEX and the SFC, and reviewing as well as supporting the finalization of the circular and all related disclosure documents.

This transaction highlights Cleary’s depth of experience and execution capability in Hong Kong capital markets, complex M&A, and regulatory compliance. With a strong presence across Hong Kong and the United States, Cleary continues to provide top-tier legal support in cross-border M&A, privatizations, listings, and structural innovation. Our team’s deep understanding of multi-jurisdictional regulatory frameworks ensures that clients’ strategic capital market initiatives are executed with precision and confidence.

The Cleary team was led by partners Freeman Chan, Shuang Zhao, and Miao Zhang, with team members including counsels Robert Williams and Daisy Yan, senior attorney Keri Gu, associates Quinn Lau, Ruby Yeung, Taoran Wang, and Jitong Liu, trainee solicitor Holly Chan, and paralegals Rong Wang, Coco Su, Huafang Hu, Maggie Mu, and Shuya Zhang.