Sidley represented Zhaoke Ophthalmology Limited (HKEX:6622) (Zhaoke) as U.S. counsel in its initial public offering (IPO) on the Main Board of the Stock Exchange of Hong Kong. The offering raised HK$1.94 billion (US$249 million), which may increase to HK$2.23 billion (US$288 million) with the full exercise of an over-allotment option. Goldman Sachs (Asia) L.L.C. and Jefferies Hong Kong Limited acted as joint sponsors in the transaction.
The listing represented a spinoff from Lee’s Pharm Group (HKEX:950). Zhaoke received strategic cornerstone investments from CaaS Capital, GIC, Golden Valley, Jennison, Mass Ave, Matthews Asia, OrbiMed Funds, and VMS Investment.
Zhaoke is an ophthalmic pharmaceutical company dedicated to the research, development, and commercialization of therapies that address significant unmet medical needs in China. It has built a comprehensive portfolio of novel and generic drugs covering most major ocular indications affecting the front and the back of the eye, including dry eye disease, wet age-related macular degeneration (wAMD), diabetic macular edema (DME), myopia, glaucoma, and others.
The Sidley team was led by partners Oliver Zhong and Ruchun Ji. Other team members included counsel Dominic Tsun, associates Scarlet Feng and Weiya Mu, legal manager Siyuan Fang, and senior legal assistant Jie Lian, among others. New York-based senior counsel Brian M. Kaplowitz and counsel Carla G. Teodoro provided U.S. Investment Company Act advice, and partner Nicholas Brown and associate Christian Molander-Barraza provided U.S. tax advice.
Sidley also advised Zhaoke in the pre-IPO crossover round financing, which raised US$145 million. The investment was led by TPG Asia, Hillhouse Capital, OrbiMed Funds, Loyal Valley Capital, GIC, and other co-investors. The transaction was led by partner Ruchun Ji.
To date, Zhaoke is the second ophthalmology-focused biotech company listed under Chapter 18A of the Hong Kong Listing Rules, after OcuMension Therapeutics, which was listed in July 2020, also represented by Sidley.
Sidley is one of the very few international law firms having a unique sector focus on life sciences, with more than 200 lawyers globally focused on the practice. Based on deep domain knowledge, Sidley provides a full spectrum of legal services to life sciences clients throughout their lifecycles, from formation, corporate governance and compliance, to collaboration and licensing, registration and commercialization, to VC/PE investments, IPOs and other equity/debt financings, as well as domestic and cross-border M&A.
Sidley’s Hong Kong IPO practice continues to lead the market. According to latest data from Ryanben Capital, Sidley has remained the No. 1 legal adviser in the Hong Kong IPO league table by deal volume in the past 24 months (April 2019 to March 2021).