Allen & Gledhill has advised Credit Suisse (Singapore) Ltd and DBS Bank Ltd as arrangers and dealers; Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent; Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent; Deutsche Bank Luxembourg SA as non-CDP registrar; and DB International Trust (Singapore) Ltd as trustee for holders of the securities, in respect of the S$500 million (US$375.5m) multicurrency debt issuance by Mermaid Maritime Public Company Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd and United Overseas Bank Ltd as arrangers; Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDB transfer agent; Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent; Deutsche Bank Luxembourg SA as non-CDP registrar; and DB International Trust (Singapore) Ltd as trustee for holders of the securities, in respect of the S$500 million (US$375.5m) multicurrency debt issuance by Amara Holdings Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang also led the transaction. Allens has acted for Magellan Flagship Fund Ltd (MFF) in respect of its A$128 million (US$102m) capital raising. MFF raised the capital via a pro-rata renounceable entitlement issue of new fully paid ordinary shares to its shareholders on a 1-for-4 basis at an issue price of A$1.60 (US$1.28) per share. Shares were allotted to eligible shareholders on 13 May 2015 whilst normal trading of the new shares commenced on 14 May 2015. Partner and co-head of the Equity Capital Markets practice Julian Donnan led the transaction. Appleby has acted as Cayman counsel to Nippon Paper Industries Company Ltd in respect of the sale of shares in Lee & Man Paper Manufacturing Ltd by a subsidiary of Nippon Paper. The shares were sold to Lee & Man Paper Chairman Lee Man Chun Raymond and CEO Lee Man Bun for a total consideration of HK$1.27 billion (US$163.8m). With an 8.62 percent stake in Lee & Man Paper, Nippon Paper remains a shareholder of the company. In connection with the reduction of Nippon Paper’s stake in Lee & Man Paper, a shareholders agreement entered into in June 2010 between Nippon Paper and Gold Best, a wholly-owned subsidiary of Lee & Man Paper, has been terminated, together with any formal business collaboration agreements involving Lee & Man Paper. Nippon Paper Group is one of the largest pulp and paper manufacturers in Japan with a diverse range of products. Hong Kong corporate partner Judy Lee led the transaction whilst Linklaters acted as onshore adviser. AZB & Partners has advised Kohlberg Kravis Roberts & Co LP affiliate Zend Mauritius VC Investments Ltd in respect of its acquisition, together with LeapFrog Investments and Indium V, an investment vehicle advised by India Value Fund Advisors, of a stake in Magma Fincorp Ltd. The aggregate deal value is INR5 billion (US$78.5m) which includes INR800 million (US$12.5m) invested by Zend Mauritius. Partners Ashwin Ramanathan and Vaidhyanadhan Iyer led the transaction which was completed on 8 May 2015. AZB & Partners has also advised Kallidus Inc and Skava Systems Private Ltd, a leading provider of digital experience solutions for the retail industry, in respect of the acquisition of 100 of their shares by Infosys Ltd for approximately INR7.2 billion (US$113m). Partner Srinath Dasari led the transaction which was signed on 24 April 2015 and is yet to be completed. Baker & McKenzie has advised Yuexiu Transport Infrastructure Ltd in respect of the establishment of a guaranteed US$1 billion medium term note programme, through which its wholly-owned special purpose vehicle, Famous Kind International Ltd, will issue debt securities. Under the programme, a debut €200 million (US$223.7m) 1.625 percent guaranteed notes due 2018 was issued on 7 May 2015. The programme is listed on the HKSE while the notes are listed on the Irish Stock Exchange. Bank of China Ltd, Bank of China (Hong Kong), BOC International, HSBC, Nomura and a large bulge bracket investment bank acted as the arrangers of the programme and, together with Yue Xiu Securities Company Ltd, as the dealers on the initial draw down of notes. Hong Kong partner Dorothea Koo led the transaction. Clayton Utz has advised Macquarie Capital (Australia) Ltd in respect of GUD Holdings Ltd’s A$79.3 million (US$63.3m) placement to sophisticated and institutional investors. Macquarie Capital acted as sole manager and underwriter for the placement. The placement was part of a broader capital raising, which included a non-underwritten share purchase plan to eligible GUD Holdings shareholders. Proceeds from the capital raising will be used to fund the acquisition of Brown & Watson International Pty Ltd, which was announced to the ASX on 12 May 2015. Corporate partner Brendan Groves led the transaction which was announced to the ASX on 12 May 2015. Clifford Chance has advised COFCO, the largest grain, oilseeds and foodstuff company in China, in respect of the subscription of 19.9 percent stake in COFCO International Holdings Ltd by China Investment Corp (CIC). COFCO International Holdings controls COFCO’s investment holding in global agribusiness and trading companies Noble Agri and Nidera. Last year, the firm advised COFCO on the concurrent acquisitions of 51percent of Noble Agri for US$1.5 billion and of 51percent of Nidera for US$1.3 billion. The acquisitions helped COFCO transform into an integrated global agri-food company by giving it an international platform to source agricultural commodities from overseas. As part of last year’s acquisitions, COFCO established a consortium called COFCO International Ltd, which included HOPU, Temasek, IFC and Standard Chartered Private Equity as investors to complete the acquisitions of Noble Agri and Nidera. Beijing corporate partner Terence Foo led the transaction. Deacons has represented Wing Tat Development Ltd in respect of the acquisition of the entire share interest in Lead Wealthy Investments (Singapore) Pte Ltd and Jolly Success Holdings Ltd for RMB632.5 million (US$102m). The vendor is a joint venture that is 70 percent indirectly-owned by SOCAM Development Ltd and a subsidiary of SOCAM. The main investment relates to the Four Seasons Hotel Pudong in Shanghai and unsold branded units with a total gross floor area of approximately 13,673 sq.m alongside 131 unsold car parking spaces in the Shanghai Four Seasons Place. In addition to the consideration for the shares, Wing Tat will also arrange to effect the repayment of various loans owed by the target to the related entities of the vendor. Wing Tat will also be prepared to take up certain existing bank loans owed by the target. Partners Myles Seto and Iris Cheng led the transaction. Dhir & Dhir Associates has advised Indian Renewable Energy Development Agency Ltd, India Infrastructure Finance Company Ltd and State Bank of Hyderabad in respect of their INR1.78 billion (US$28m) financial assistance to Devi Energies Private Ltd to partially finance the 24 MW (3×8000 KW) small hydro project being set up at Dikshi Village, Rupa in West Kameng District, Arunachal Pradesh. Associate partner Girish Rawat led the transaction. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has assisted PT Bank UOB Indonesia (UOBI) in respect of the issuance of bonds listed on the Indonesia Stock Exchange. The bonds issued were for IDR1.5 trillion (US$114.5m) with a maturity period of 370 days for up to five years from the issuance date and with fixed interest ranging from 8.6 percent to 9.6 percent per year. The funds raised will be used to increase UOBI’s productive assets, particularly in the form of loan disbursements. Partner Indah N Respati led the transaction. Howse Williams Bowers has acted as Hong Kong counsel for Haitong International Securities and Huatai Financial as the placing agents in respect of the US$101 million share placement of Yuzhou Properties Company Ltd, a PRC property developer with projects and investment properties in Xiamen, Fuzhou, Shanghai, Hefei and Tianjin. Corporate partner Brian Ho led the transaction. J Sagar Associates has advised Fidelity Growth Partners India in respect of its US$10 million investment in Toppr.com. SAIF Partners India and Helion Ventures were the existing investors who also participated in this fresh round of funding. Toppr.com is a Mumbai-based online test preparation start-up which provides a subject learning platform to middle and high school students preparing for IIT JEE or medical entrance exams. At present, Toppr.com has over 170,000 students on its platform. Partner Manvinder Singh led the transaction. Khaitan & Co has advised M/s Kushalchand Sons (KS); M/s Rashmi Enterprises (RE) and M/s Aman International (AI) in respect of the slump sale of their food ingredients business to IMCD India Private Ltd. Partnership firms KS, RE and AI primarily import and distribute food ingredients that are used in personal care and food applications in India. Kushalchand, a family-owned company based in Mumbai since 1922, is a distributor of food specialty ingredients to the fast-growing processed food industry in India and represents world class suppliers. Partner Bhavik Narsana, assisted by Executive Directors Daksha Baxi and Dinesh Agrawal and associate partner Anshul Prakash, led the transaction. Khaitan & Co has also advised Works Applications Co Ltd in respect of its primary and secondary investment for approximately 52.4 percent of the share capital of IVTL Infoview Technologies Private Ltd. Headquartered in Tokyo, Works Applications is an ERP system manufacturer which develops, sells and supports package systems. Associate partner Vineet Shingal led the transaction. King & Wood Mallesons has advised an international consortium composed of China Travel Financial Holdings Co Ltd (CTS), Pepper Australia Pty Ltd and York Capital Management Global Advisors LLC in respect of their acquisition of PrimeCredit Ltd and Shenzhen PrimeCredit Ltd (together PrimeCredit) from Standard Chartered Bank, and the simultaneous reorganisation and financing of those entities. PrimeCredit is a leading consumer finance provider in Hong Kong which focuses on origination of personal loans and credit cards and has a large customer base in southern China with an important hub in Shenzhen. It has US$1.15 billion assets under management. The deal included the first-ever deregulation of a Hong Kong DTC into a money lender, a global consortium structure, a substantial mortgage book sale to The Bank of East Asia Ltd and a series of consumer receivable securitisations. Partner Anne-Marie Neagle, with partner Richard Mazzochi, led the transaction. Kirkland & Ellis has advised HKSE-listed China Traditional Chinese Medicine Co Ltd in respect of its issuance of new shares to its controlling shareholder Sinopharm and two executive directors, and its share placement to 26 professional and institutional investors, including GIC, for a total of HK$8.2 billion (US$1.05 billion). The share placement was initially announced on the HKSE on 30 March 2015 and has been completed in the second week of May 2015. Hong Kong corporate partners Frank Sun, Joey Chau and David Yun led the transaction. Kirkland & Ellis is also acting for China Traditional Chinese Medicine in respect of its HK$11.2 billion (US$1.44b) acquisition of an 87.3 percent stake in Jiangyin Tianjiang Pharmaceutical Co Ltd, the largest manufacturer of concentrated traditional Chinese medicine granules in China, from eight sellers which include, among others, Shanghai Jiahua United Co Ltd and Guangdong Keda Clean Energy Co Ltd, two Shanghai-listed CICC-affiliated funds. The deal, first announced on 27 January 2015, constituted a very substantial acquisition of China Traditional Chinese Medicine for the purpose of Hong Kong Listing Rules and is subject to shareholders’ approval. Latham & Watkins has advised the joint global coordinators and joint book-runners in respect of oil giant CNOOC Ltd’s recent multi-billion dollar notes offering. The firm advised BOC International, Citigroup, Credit Suisse, Goldman Sachs (Asia) LLC, BofA Merrill Lynch, CICC HK Securities, ICBC International, JP Morgan, Morgan Stanley, Société Générale Corporate & Investment Banking and Standard Chartered Bank in the SEC-registered offering of guaranteed notes by CNOOC’s two wholly-owned subsidiaries. CNOOC Finance (2015) Australia Pty Ltd issued US$1.5 billion 2.625 percent guaranteed notes due 2020 and US$300 million 4.2 percent guaranteed notes due 2045, whilst CNOOC Finance (2015) USA LLC issued US$2 billion 3.5 percent guaranteed notes due 2025, for a combined aggregate principal amount of US$3.8 billion. The notes were listed on the HKSE. Listed on the New York, Hong Kong and Toronto stock exchanges, CNOOC is an upstream company specialising in the exploration, development and production of oil and natural gas. Hong Kong partners Ji Liu, Eugene Lee and David Blumental led the transaction. Maples and Calder has acted as Cayman Islands counsel to LATAM Airlines Group SA, the leading airline group in Latin America, in respect of its private offering of two tranches of Enhanced Equipment Trust Certificates (EETCs) which priced on 14 May 2015. LATAM is the first airline in Latin America to issue EETCs. The private offering consists of Class A and Class B Certificates. Up to four Cayman Islands special purpose vehicles will participate in the transaction. The offering met with such popularity that it was immediately upsized to approximately US$1 billion. Funds raised will be utilised to finance the carrier’s upcoming 2015 and 2016 deliveries, comprised of eleven new Airbus A321-200 aircraft, two new Airbus A350-900 aircraft and four new Boeing 787-9 aircraft. Cayman Islands asset finance partner Wanda Ebanks led the transaction. Shardul Amarchand Mangaldas & Co has advised Videocon d2h Ltd in respect of its investment agreement with US-listed special purpose acquisition company Silver Eagle Acquisition Corp. Under the agreement, Videocon issued to Silver Eagle stockholders American Depository Receipts, which are now listed and traded on the NASDAQ Global Market. Raising US$273.3 million net proceeds, Videocon became the largest Indian company by market capitalization listed on the NASDAQ as well as the first US-listed Indian DTH broadcasting service provider. The transaction was the first direct overseas listing of an unlisted Indian company to be undertaken in terms of the Ministry of Finance’s The Depository Receipts Scheme 2014 which took effect on 15 December 2014. This is also the first transaction involving investment in and acquisition of a minority stake in an Indian company by a special purpose acquisition company, resulting in the listing of the Indian company on an overseas stock exchange. Deutsche Bank Trust Company Americas acted as the depositary. Partners Prashant Gupta and Naval Chopra led the transaction which closed on 31 March 2015 whilst trading in ADRs on the NASDAQ commenced on 7 April 2015. Baker & McKenzie. Wong & Leow also advised Videocon. McDermott Will & Emery advised Silver Eagle and its financial adviser Deutsche Bank Securities Inc. Shardul Amarchand Mangaldas & Co is also acting for Jubilant Industries Ltd (JIL) and its wholly-owned subsidiary Jubilant Agri and Consumer Products Ltd (JACPL) in respect of the slump sale of JACPL’s retail undertaking to Aditya Birla Retail Ltd (ABRL). BSE and NSE-listed JACPL operates hypermarket stores in Bangalore under the brand name “Total Superstore”. Partners Gunjan Shah and Naval Chopra are leading the transaction which is expected to close in three to four months, subject to approval from the Competition Commission of India and JIL shareholders. Cyril Amarchand Mangaldas, led by Nivedita Rao and Anand Jayachandran, is representing Aditya Birla Retail. Shook Lin & Bok has acted for Concord Medical Services Holdings Ltd in respect of the acquisition of Fortis Surgical Hospital from Fortis Healthcare International Pte Ltd, a subsidiary of Fortis Healthcare Ltd, for S$55 million (US$41.3m) in cash. Partner Wong Gang led the transaction. Skadden is representing Ning Hao and Xu Zheng, two of China’s top film directors responsible for several highest grossing domestic Chinese films of all time, in respect of their HK$680.6 million (US$87.8m) joint acquisition, with a third investor Dong Ping, by way of subscription for new shares of a controlling stake in HKSE-listed 21 Holdings Ltd. As part of the transaction, Ning and Hao have also entered into service agreements with 21 Holdings pursuant to which they have agreed to provide certain rights to their future films to 21 Holdings which will be renamed Huanxi Media Group Ltd upon completion of the transaction. Partners Julie Gao and Christopher Betts led the transaction which was announced on 13 May 2015. Dong Ping is represented by Weil, Gotshal & Manges. Troutman Sanders has advised Creator Holdings Ltd in respect of its acquisition of shares and warrants of HKC (Holdings) Ltd from the US-based fund Cerberus and in its mandatory unconditional cash offers to acquire all the remaining shares and other securities of HKC, a major developer in the China real estate market. Hong Kong partner Rossana Chu led the transaction which closed on 7 May 2015. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has represented Generali Asia NV in respect of its RM355.8 million (US$57.3m) acquisition of 49 percent of the issued and paid-up share capital of Multi-Purpose Insurans Bhd (MPIB) from Multi-Purpose Capital Holdings Bhd, a wholly-owned subsidiary of MPHB Capital Berhad. The acquisition represents Generali’s maiden entrance into the Malaysian insurance industry, placing itself among the top ten property and casualty insurers in the country. The transaction also includes a call option exercisable in two years on an additional 21 percent stake of MPIB, which will enable Generali to increase its holding to 70 percent of MPIB’s capital. Partners Brian Chia, Sue Wan Wong and Ee Von Teo led the transaction. WongPartnership is acting for JTC Corp in respect of the proposed merger with Temasek Holdings (Private) Ltd of four of their operating subsidiaries, namely Ascendas Pte Ltd, Jurong International Holdings Pte Ltd, Surbana International Consultants Holdings Pte Ltd and Singbridge Pte Ltd, into a combined integrated platform for sustainable urban development. The merged group’s aggregate value is approximately S$5 billion (US$3.76b), based on underlying entities. Joint managing partner Ng Wai King and partners Chan Sing Yee, Lau Kiat Wee, Ameera Ashraf and Jenny Tsin are leading the transaction. WongPartnership has also acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of the surrender of lease of 26 Senoko Way, a two-storey building with a four-storey linked extension block within the Woodlands east industrial estate in Singapore, by HSBC Institutional Trust Services (Singapore) Ltd, as trustee of A-REIT, to Jurong Town Corp. Partners Dorothy Marie Ng and Bonnie Wong led the transaction. |