Shearman & Sterling is advising H.C.B.C. Enterprises Limited in its tender offer for Enoteca Co., Ltd.

Enoteca Co., Ltd., a company listed on the Tokyo Stock Exchange, announced that it would be taken private in a management buy-out led by Yasuhisa Hirose, its founder and CEO, funds sponsored Unison Capital (“Unison”), and H.C.B.C. Enterprises Limited (“HCBC”). The transaction will be effected through a tender offer conducted by a newly-established company jointly owned by Unison and HCBC. The offer commenced on February 3, and is expected to close on March 17, 2011. HCBC and Yasuhisa Hirose, who currently hold approximately 21% and 27% of Enoteca, respectively, have agreed to tender their shares into the offer, and HCBC will reinvest its proceeds in the acquisition vehicle. Thereafter, Enoteca and HCBC will, through the acquisition vehicle, effect a squeeze-out transaction after which they will jointly own 100% of Enoteca.

H.C.B.C. is an investment holding company based in Hong Kong. Enoteca is one of Japan’s leading importers, wholesalers and retailers of fine wines, and operates premium wine shops throughout Japan under the name brands Wine Shop Enoteca and Les Caves Taillevent, which is affiliated with the wine store business of Restaurant Taillevent in Paris. Enoteca has recently expanded internationally with the opening of shops in Hong Kong, Singapore and the PRC.

The Shearman & Sterling team was led by Hong Kong M&A partner Gregory Puff and included counsel Brian Wheeler (Tokyo-Mergers & Acquisitions) and associate Edward Bong (Hong Kong-Capital Markets).