Hutchison Telecom International in Proposed Privatization

Cleary Gottlieb is representing Hutchison Whampoa Limited in the proposed privatization of its telecom unit Hutchison Telecommunications International Limited, which is an SEC-registered foreign private issuer, by way of a scheme of arrangement. The transaction was announced on January 8 and a scheme document with complete details of the proposed privatization was issued on March 15. If approved by HTIL shareholders, the scheme is expected to become effective on May 24. Upon effectiveness of the scheme, HTIL will delist its ordinary shares from the Hong Kong Stock Exchange and its American Depositary Shares from the New York Stock Exchange and terminate its SEC registration and reporting obligations.

The scheme is a going-private transaction subject to Rule 13e-3 under the U.S. Securities Exchange Act of 1934. The scheme is also subject to the requirements of the Hong Kong Code on Takeovers and Mergers and the Companies Law of the Cayman Islands.

Hutchison Whampoa is a Hong Kong-based multi-national corporation with interests in ports, property and hotels, retail, energy and infrastructure, and telecommunications. HTIL provides mobile telecommunications services in Indonesia, Vietnam, Thailand and Sri Lanka.