Firm Advises Grand Toys In Complex Reorganization Merger And Playwell Acquisition
August 18, 2004
NEW YORK - The law firm of Katten Muchin Zavis Rosenman is pleased to have served as legal counsel to Grand Toys International, Inc. (Grand US) and Grand Toys International Limited (Grand HK) (Nasdaq–GRINY) in their reorganization and acquisition of Playwell International Limited. On Aug. 16, 2004, pursuant to an agreement and plan of merger, Grand US became a 100% owned subsidiary of Grand HK in a so-called "inversion transaction" in which the shareholders of Grand US exchanged their Grand US shares for American Depositary Shares in Grand HK. In conjunction with the reorganization merger, Grand HK acquired Playwell from Centralink Investments Limited, and Centralink made an $11 million investment in Grand HK. The total transaction value was in excess of $35 million.
"This transaction took over a year and half to complete and is unique because of its complexity and tax efficiency. The reorganization was accomplished through the merger of Grand US into a subsidiary of Grand HK," explained Paul J. Pollock, counsel for Grand US and Grand HK and a partner in the Corporate Practice at Katten Muchin Zavis Rosenman in New York. "In the merger, Grand US then became a subsidiary of Grand HK, its former subsidiary and, due to Hong Kong tax considerations, American Depositary Shares were issued to the former shareholders of Grand US rather than direct interests in ordinary shares of Grand HK. The entire transaction required shareholder approval and registration of the Grand HK shares under the Securities Act - leaving the newly reorganized company as a foreign private issuer traded on Nasdaq."
Grand HK, the newly reorganized company will be the direct parent holding company of Grand US, Playwell and their respective subsidiaries.
Grand Toys International, Inc., both directly and through its Canadian subsidiary, Grand Toys Ltd., has engaged in the toy business for over 43 years. Grand Toys develops and distributes a wide variety of toys and ancillary items throughout Canada and markets proprietary products in the United States.
The large team from KMZ Rosenman consisted of partners Mr. Pollock and Jill Darrow; and associates, Wendy Norris, Michael Poster and Sue Liu. Additional support was provided by partners Bob Kohl, Eric Lerner, Bob Fisher, Louise Tudor and Ziemowit Smulkowski; counsel Simon Bock; associates, Mamta Shah, Allison Altman, Michael Williams, Steve Balsam, Moran Eizenberger-Brown, Laura Baumann and Daniel Lange; and legal assistants Ellen Warren and Marc Feuerstein.
Katten Muchin Zavis Rosenman (www.kmzr.com) is a national, full-service law firm with offices in the nation's largest centers of business, government, finance and technology. The Firm’s 600 attorneys in more than 50 practice areas provide timely and cost-effective counsel to clients in numerous industries. They serve as business advisors and advocates for a wide range of public and private companies - from entrepreneurial, emerging-growth, and middle market firms to global Fortune 100 corporations - as well as government entities, non-profits, and charitable and cultural organizations.