Allen & Gledhill has advised DBS Bank as the sole financial adviser, global coordinator, issue manager and, together with Bank of China Singapore Branch and Haitong International Securities (Singapore), joint book-runners and underwriters, on the IPO of Dasin Retail Trust in Singapore. The gross proceeds raised from the IPO were approximately S$146.4 million (US$103m). Dasin Retail Trust is the first pure-play China retail business trust listed in Singapore to be sponsored by a China-based group. Partners Jerry Koh, Long Pee Hua, Chua Bor Jern and Peh Aik Hin led the transaction.
Allen & Gledhill has also advised DBS Bank as the lead manager on the approximately S$139.5 million (US$98.2m) non-renounceable, non-underwritten preferential offering of secured notes with warrants by KrisEnergy. This is the first offer to shareholders of secured notes with free warrants by a Singapore-listed company. Partners Tan Tze Gay, Rhys Goh and Wu Zhaoqi led the transaction.
Baker McKenzie has advised Jacobson Pharma on its HK$548 million (US$70.6m) acquisition, through its wholly-owned subsidiary Concept One, of the entire issued share capital of Victor Luck and Happy Echo from Ample Echo and Linker Centre. The target companies are part of a group of companies principally engaged in the manufacturing, marketing and sale of proprietary medicines under the brand name of Ho Chai Kung. The acquisition reinforces Jacobson’s strategy to acquire brands and businesses that provides a sound strategic fit and also complements well with Jacobson’s product portfolios. This strategic acquisition brings together two distinctive businesses with complementary strengths, brands and cultures. Hong Kong partner Liza Murray led the transaction.
Baker McKenzie has also advised Jacobson Management, a subsidiary of Jacobson Pharma, on its HK$100 million (US$12.9m) acquisition of the entire issued share capital of Cawah Holdings, a BVI company holding the Hong Kong operating company, Medipharma. Hong Kong partner Liza Murray also led the transaction.
Clifford Chance has advised the underwriters on the international aspects of the US$184 million IPO of the BSE, Asia’s oldest stock exchange. The IPO was the first listing of a stock exchange in India and was oversubscribed by 51 times. Due to BSE’s significant investment portfolio, the deal was structured to allow sales in the US while complying with the “Volcker Rule” and the US Investment Company Act, rare requirements for Indian listed companies. Partner Rahul Guptan, supported by partner Johannes Juette, led the transaction.
Clifford Chance has also advised United Luck Group Holdings on its US$1 billion acquisition of 100 percent of the shares of Outfit7. Headquartered in UK and Cyprus, Outfit7 is the creator and developer of highly-popular mobile APPs, such as ‘Talking Tom’ and ‘Talking Angela’, which were hailed in 2016 as one of the ‘Most Downloaded APPs of All Time’ for Android. Zhejiang Jinke Entertainment, a leading chemicals and TMT company in China listed in Shenzhen, was engaged in the acquisition with United Luck, and recently entered into an exclusive framework agreement with United Luck to acquire 100 percent of the shares of Outfit7. China co-managing partner Terence Foo, supported by partner, Timothy Democratis (Beijing), Daniel Sandelson (global head of media- London) and Sonia Gilbert (employment-London), led the transaction, which was completed on December 28, 2016.
Colin Ng & Partners has acted for five obstetrics and gynaecology (O&G) specialist doctors on the sale of their Astra Women’s Specialists group of clinics to Singapore-listed Singapore Medical Group (SMG), a specialist healthcare services provider with 23 existing clinics in Singapore, for S$60 million (US$42.2m). The consideration will be paid via S$33 million (US$23.2m) in cash and the issuance of new shares in SMG worth S$27 million (US$19m). The Astra Women’s Specialists group of clinics comprises of six O&G clinics, with a flagship clinic located at Mount Elizabeth Novena Specialist Centre. Due to this acquisition, SMG now provides O&G services through eight O&G doctors, making it one of the largest specialist practitioners and service providers in the private sector dedicated towards women’s health and wellness. Partner Ken Chia led the transaction.
Cyril Amarchand Mangaldas has represented Kalanithi Maran, Kavery Kalanithi, Sun Direct TV, South Asia FM Ltd. and Mr. K. Shanmugam before the Supreme Court of India in Special Public Prosecutor 2G Cases Vs Dayanidhi Maran & Ors, an appeal by way of special leave petition under the Constitution of India. The Special Public Prosecutor appealed the order of the Special Judge discharging all the accused in Directorate of Enforcement v Dayanidhi Maran and Ors. The prosecutor sought an order from the Supreme Court directing the Special Judge to direct the accused to furnish bail bonds pending appeal and to stay the release of the assets of the accused provisionally attached prior to the initiation of trial against them. At the hearing, the prosecutor withdrew the special leave petition and the Supreme Court dismissed the petition as withdrawn. Delhi dispute resolution partner Kapil Arora led the transaction.
Cyril Amarchand Mangaldas has also acted as Indian counsel to the Department of Investment & Public Asset Management, Ministry of Finance, Government of India (DIPAM) on the further fund offering (FFO) under the Central Public Sector Enterprises Exchange Traded Fund (CPSE ETF) scheme. DIPAM divested approximately 238.8 million shares of Navratna 10 and Maharatna public sector enterprises, including shares of Oil & Natural Gas Corporation, Coal India and Indian Oil Corporation. The CPSE ETF Scheme was first launched in March 2014 by Goldman Sachs Asset Management India. The inaugural issue had raised Rs43 billion (US$642.6m) against a target of Rs30 billion (US$448.3m). The firm also advised DIPAM on the succession of Reliance Nippon Life Asset Management as the asset management company for the scheme, upon its acquisition of all mutual fund schemes managed by Goldman Sachs Asset Management (India). The FFO opened for subscription on January 17-20, 2017. The targeted issue size was Rs45 billion (US$672.4m), with an option to retain another Rs15 billion (US$224m), in case of oversubscription. The offering was oversubscribed by 2.3 times, with bids worth Rs138 billion (US$2.06b) pouring in against the final issue size of Rs60 billion (US$896.5m). Mumbai managing partner Cyril Shroff, New Delhi partner Gokul Rajan and Mumbai partner Shagoofa Rashid Khan led the transaction while Herbert Smith Freehills acted as international counsel.
Davis Polk has advised the initial purchaser on the US$300 million Regulation S offering by China Water Affairs Group of its 5.25 percent senior notes due 2022. Hong Kong-listed China Water is the largest publicly-listed water supply company in China, based on volume of water sold for the fiscal years 2015 and 2016. Partner William Barron led the transaction.
Duane Morris has advised Singapore-based Sembcorp Industries on the signing of the build-operate-transfer agreement with the Ministry of Electricity and Energy of Myanmar for the implementation of a US$300 million 225MW gas-fired power plant in Myingyan, Myanmar, one of Myanmar’s largest gas-fired power projects. Under the agreement signed on January 18, 2017, Sembcorp Myingyan Power Company will build and operate the power plant for 22 years, after which the facility will be transferred to the Myanmar government. This is the first internationally competitively tendered power project in the country, as well as the largest gas-fired power station to be built in Myanmar to date. Myanmar has a severe power deficit estimated to be approximately 500-megawatts during peak periods. The project is seen as a key contributor to the improvement of life for people living in the Mandalay Region due to the extra capacity this power station will provide. Partners Giles Cooper (Hanoi) and Carl Winkworth (London) and director Mark D’Alelio (Yangon) led the transaction.
Khaitan & Co has acted as domestic counsel to the Government of India on the approximately US$72 million offer for sale, through the stock exchange, by MOIL (formerly Manganese Ore India) of equity shares representing 10 percent of its paid up share capital, held by the President of India, acting through and represented by the Ministry of Steel. MOIL is a miniratna state-owned manganese-ore mining company headquartered in Nagpur, India, which operates in the mining, manufacturing and power generation sectors. Partner Sharad Vaid, supported by executive director Sudhir Bassi and associate partner Madhur Kohli, led the transaction.
Khaitan & Co has also advised the CK Birla Group companies (Avtec and Hindustan Motor Finance) on two joint ventures with Peugeot Citroen Automobiles for the manufacture of powertrains and vehicles in India. Avtec is one of the largest independent manufacturers of powertrain and precision-engineered products in India. It is a part of CK Birla Group, a leading global business house, with over 20,000 employees and a combined turnover of US$1.6 billion. Hindustan Motor Finance manufactures and markets bullet-proof auto parts and operates as a subsidiary of Hindustan Motors. Partners Haigreve Khaitan and Bharat Anand, supported by partners Sanjay Sanghvi, Ashwin Bishnoi and Diwakar Maheshwari and associate partners Anshul Prakash and Kabir Bogra, led the transaction.
Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Sanroc International Holdings, a Cayman Islands company, on its offering and listing of 360 million shares in Hong Kong. The shares are offered at HK$0.4 (US$0.052) each and the offering will raise approximately HK$144 million (US$18.6m). Sanroc provides construction machinery trading and leasing services in Hong Kong. Partner Derrick Kan led the transaction while Hui & Lam acted as Hong Kong counsel. Francis & Co, in association with Addleshaw Goddard (Hong Kong), acted as Hong Kong counsel to the sole sponsor, Ample Capital.
Mourant Ozannes has advised China CITIC Bank and The Export-Import Bank of China on facilities with a total commitment of around US$2.63 billion for a consortium led by Apex Technology, PAG and Legend Capital Management. The facilities support the consortium’s acquisition of Lexmark, a US-incorporated printer and software manufacturer. Lexmark was acquired in an all-cash transaction with an enterprise value of approximately US$4 billion. The acquisition closed in November 2016 and is the second largest outbound acquisition in the technology sector ever completed by a Chinese investor, and the third largest US public takeover ever done by a Chinese investor. Apex Technology designs, manufactures and markets inkjet and laser cartridge components for remanufacturers and distributors, and is the largest manufacturer and solution provider for the global aftermarket imaging supplies market. The company is headquartered in Zhuhai, Guangdong, China. Partner Simon Lawrenson led the transaction while White & Case also advised China CITIC Bank and The Export-Import Bank of China.
Paul, Weiss is representing private equity firm ShawKwei & Partners on its approximately US$20 million sale of YongLe Tape to Avery Dennison, a US-based global leader in labeling, product and packaging material solutions. YongLe Tape is a manufacturer of specialty tapes and related products used in a variety of industrial markets. Headquartered in China’s Hebei Province, with production facilities in Zhuozhuo and Shanghai, Yongle Tape is China’s leading manufacturer of cable harnessing and insulation tapes. The company is a key supplier to both Chinese and global automakers across 70 countries and regions around the globe. Partner Jeanette Chan is leading the transaction, which is expected to close in mid-2017, subject to customary conditions and regulatory approvals. Clifford Chance, led by partner Kelly Gregory, is advising Avery Dennison.
Shardul Amarchand Mangaldas & Co has advised NXP Semiconductors Netherlands on the India leg of a multi-jurisdictional transaction involving the divestiture of its standard products business, Nexperia, to financial investors Beijing Jianguang Asset Management and Wise Road Capital. Partners Akila Agrawal, Pooja Ramchandani, Amit Singhania and Sandeep Chilana led the transaction, which was valued at approximately US$2.75 billion and was completed on February 7, 2017. De Brauw Blackstone Westbroek acted as lead counsel while Houthoff Buruma represented the counterparties.
Sidley Austin has represented CFLD International Holdings, one of the leading new industrial city operators in China, on its US$100 million borrowing from China CITIC Bank. The first drawdown of US$100 million was completed, with additional drawdown of up to US$150 million. This transaction was CFLD’s first financing related to the “Belt and Road Initiative”, a significant development strategy launched by the Chinese government to promote economic cooperation among countries along the proposed Belt and Road routes. Partners Mengyu Lu (Beijing) and Raymond Oh (Hong Kong) led the transaction.
Sullivan & Cromwell (Hong Kong) is representing China Agri-Products Exchange on its sale and purchase agreement with shareholders, including CITIC Asset Management (China), pursuant to which China Agri-Products will acquire the pawn loan business operated by the CITIC XinBang Asset Management (Hong Kong), in a reverse takeover and application of whitewash waiver, for approximately HK$3.12 billion (US$402m). Hong Kong corporate partner Kay Ian Ng is leading the transaction, which was announced on November 16, 2016.
Walkers acted as Cayman Islands counsel to AFC Sukuk (the Cayman issuer SPV) in Africa Finance Corporation (AFC)’s issuance of its maiden sukuk, which is the highest-rated ever sukuk issuance from an African institution. AFC is a leading pan-African multilateral development finance institution and project developer. Daniel Wood and Ciaran Bohnacker led the transaction, working alongside King & Spalding and Dentons.