Luxvisions Innovation Technology Limited entered into a sale and purchase agreement to acquire a 44.87% stake in Cowell e Holdings Inc. (SEHK:1415) from Kwak Joung Hwan for HKD 2.2 billion on December 10, 2020. As a part of transaction, Luxvisions Innovation Technology Limited will acquire 374,159,400 shares of Cowell e Holdings Inc. at a price of HKD 5.87 per share. As a part of transaction, Luxvisions Innovation Technology Limited will also have more than 30% of the voting rights of Cowell e Holdings Inc. Consideration will be paid in cash upon completion. 10% of the cash consideration i.e. HKD 219.6 million shall be payable as deposit and remaining 90% consideration i.e. HKD 2 billion will be paid at completion. In a related transaction, Luxvisions Innovation Technology Limited made an offer to acquire 55.13% stake in Cowell e Holdings Inc. for HKD 2.7 billion on December 2, 2020. Under the terms of offer, Luxvisions Innovation will acquire 459.76 million shares at HKD 5.87 per share and 2.15 million options with an exercise price of HKD 3.76 per option at HKD 2.11 per option and 2 million options with an exercise price of HKD 1.814 at HKD 4.056 in cash. Transaction will be funded from internal resources and/or external debt-financing. Post transaction, Kwak Joung Hwan will not have any state in Cowell e Holdings Inc. Transaction is subject to customary closing conditions as mentioned in agreement. The long stop date of the agreement is February 4, 2021. China International Capital Corporation Hong Kong Securities Limited acted as financial advisor to Luxvisions Innovation Technology Limited. Alliance Capital Partners Limited acted as financial advisor to Cowell e Holdings Inc. Joey Chau and Jacqueline Zheng of Kirkland & Ellis LLP acted as legal advisors to China International Capital Corporation Hong Kong Securities Limited. Luxvisions Innovation Technology Limited completed the acquisition of 44.87% stake in Cowell e Holdings Inc. (SEHK:1415) from Kwak Joung Hwan on December 17, 2020. Garth W. Bray, Kay Ian Ng and Joonkeun Yoo of Sullivan & Cromwell LLP acted legal advisor to Cowell e Holdings Inc. and Kwak Joung Hwan.