Featured Deal
Yoon & Yang has advised Doosan Heavy Industries & Construction (DHIC) on aggregating and implementing US$60 million investment in US nuclear power plant manufacturer NuScale Power, which will expand the supply of small modular reactor (SMR) equipment and materials up to multibillion dollars. Following its initial investment with other Korean investors of US$44 million in 2019, DHIC decided to aggregate an additional US$60 million, raising the total investment to US$104 million. NuScale Power Module is expected to be applied for the first time to the nuclear power plant project carried out in Idaho by Utah Associated Municipal Power Systems. While enhanced cooperative relationship between DHIC and NuScale Power is expected to speed up the commercialization of SMRs, DHIC and Korean investors will expand their unitholding ratio in NuScale Power. Seoul cross-border transaction partner Zunu Lee (Joon Woo Lee), supported by Seoul partners Jae Woo Park and Youngkyun Yun, led the firm’s team in the transaction.
Allen & Gledhill has advised Temasek Financial (I) and Temasek Holdings on the issue of US$750 million 1.625 percent guaranteed notes due 2031, US$750 million 2.375 percent guaranteed notes due 2041 and US$1 billion 2.75 percent guaranteed notes due 2061, under the US$25 billion guaranteed global medium term note programme established by Temasek Financial (I). The notes are unconditionally and irrevocably guaranteed by Temasek Holdings. Partners Yeo Wico, Wu Zhaoqi and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also advised Singapore Press Holdings (SPH) on its S$2.2 billion (US$1.6b) privatization, via a scheme of arrangement, by Keppel Pegasus, a wholly-owned subsidiary of Keppel Corporation. Keppel Pegasus proposed to acquire all the issued and paid-up ordinary shares in the capital of SPH, excluding treasury shares. Upon completion of the scheme of arrangement, SPH will be delisted in Singapore. The scheme is conditional on, among others, the completion of the restructuring of the media business of the SPH group, involving the sale of SPH’s media business to SPH Media Trust, a not-for-profit company limited by guarantee. Partners Richard Young, Christopher Ong, Ko Xiaozheng, Lim Pek Bur, Magdalene Leong, Lim Mei Ann and Tham Kok Leong led the firm’s team in the transaction.
AZB & Partners is advising Internet Fund VII, a fund managed by Tiger Global Management, on its Rs32.7 million (US$440m) acquisition, along with other investors, of equity stake in Sorting Hat Technologies, which operates EduTech platform “Unacademy”. Partners Ashwath Rau, Srinath Dasari, Nanditha Gopal and Aditya Singh Chandel are leading the firm’s team in the transaction, which was signed on July 30, 2021 and is yet to be completed.
AZB & Partners has also advised Tribe Capital V-Series 27, a fund managed by Tribe Capital, on its Rs5.1 billion (US$68.6m) acquisition, via Series E equity fund raise round, along with other investors, of equity stake in Zinka Logistics Solutions, operator of online logistics platform “BlackBuck”. Partners Srinath Dasari and Nanditha Gopal led the firm’s team in the transaction, which was signed on July 7, 2021 and was completed on July 31, 2021.
Baker McKenzie is advising Swedish esports company Ninjas in Pyjamas (NIP) on its merger with Chinese esports group ESV5, and on the establishment of NIP Group, a global organization that will field teams in all the major esports titles. This transaction is in line with NIP’s strategy of becoming the first truly global esports organization. Best known for its Counter-Strike teams, NIP has fielded rosters across multiple titles, including VALORANT, Rainbow Six: Siege, and FIFA. ESV5 is a joint venture by Chinese esports programs eStar Gaming and Victory Five, and it is backed by DouYu and Qihoo 360. As a result of this merger, NIP will re-enter the competitive League of Legends (LoL) play in 2022, with ESV5 group-owned Victory Five, to be rebranded as Ninjas in Pyjamas, and continue competing in the LoL Pro League, the premiere Chinese LoL competitions. The same procedure will also be enacted for LoL: Wild Rift. Partner Tracy Wut (M&A-Hong Kong), supported by partners Joakim Falkner (capital markets-Stockholm), Anna Orlander (M&A-Stockholm), Linnea Back (tax-Stockholm) and Adam Farlow (capital markets-London), with Lei Ye of FenXun Partners in Shanghai, led the firm’s team in the transaction.
Clifford Chance has advised China Machinery Engineering Corporation (CMEC) on its privatization, implemented via merger by absorption and announced on January 13, 2021, by the offeror company wholly-owned by China National Machinery Industry Corporation. The merger became effective, and the shares of CMEC have been delisted in Hong Kong on August 6, 2021. Incorporated in China, CMEC is an international engineering contractor and service provider, with a primary focus on the engineering, procurement construction projects, and particular expertise in the power sector. CMEC is also engaged in trading, services, design consultation and other emerging sector business. Partners Tim Wang and Amy Lo led the firm’s team in the transaction.
J Sagar Associates has advised OFB Tech on its fund raise of US$160 million at a valuation close to US$1.5 billion. SoftBank’s Vision Fund 2 backed this round, which also saw participation from Falcon Edge and Matrix Partners. With this round, OFB Tech becomes the 18th Indian startup to attain the unicorn status this year. OFB Tech operates B2B e-commerce platform, and offers raw material procurement service and credit to small and medium enterprises through its non-banking financial company Oxyzo Financial Services. OFB Tech focuses on the manufacturing and infrastructure sectors, and also offers marketing services through its BidAssist platform. Partner Lalit Kumar, supported by partner Bharati Joshi, led the firm’s team in the transaction, which was valued at US$ 60 million.
J Sagar Associates has also advised Baring Private Equity Asia on its acquisition of the healthcare services business of Hinduja Global Solutions (HGS). Baring and HGS executed binding agreements for Baring to acquire the healthcare services business (HS business) of HGS for US$1.2 billion, subject to adjustments. The transaction involves the sale of the healthcare services business of HGS to Baring via a slump sale of the healthcare services business of HGS in India and its Philippines branch on a going concern basis, transfer of the entire shareholding of HGS in HGS Healthcare, HGS AxisPoint, HGS EBOS and HGS Colibrium, and sale as a going concern of the healthcare services business of Team HGS Jamaica to Baring. Partners Vikram Raghani and Anand Lakra, supported by partners Malini Raju, Shareen Gupta, Maneesh Upadhyay and Vaibhav Choukse.
Khaitan & Co has advised Mr Shashi Kiran Shetty, Talentos Entertainment and Avashya Holdings, members of the promoter group of Allcargo Logistics, on the proposed delisting of the equity shares of the company, under the recently notified SEBI (Delisting) Regulations 2021. Partner Arindam Ghosh led the firm’s team in the transaction, which was valued at Rs10.9 billion (US$146.5m).
Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company Ambrx Biopharma on its IPO of American Depositary Shares representing its ordinary shares, and its listing in New York. Ambrx is a clinical stage biopharmaceutical company using an expanded genetic code technology platform to discover and develop engineered precision biologics. The offering, which closed on June 22, 2021, raised approximately US$126 million. Partner Richard Spooner led the firm’s team in the transaction, while Cooley acted as US counsel. Goodwin Proctor acted as US counsel to Goldman Sachs & Co, BofA Securities and Cowen and Company, as the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to Cayman Islands exempted company Zhangmen Education on its IPO of American Depositary Shares representing its class A ordinary shares, and its listing in New York. Zhangmen is a leading online education company in China which focuses on providing personalized online courses to K-12 students. The offering, which closed on June 10, 2021, raised approximately US$42 million. Partner Richard Spooner also led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk acted as US counsel to Morgan Stanley & Co and Credit Suisse Securities (USA), as the underwriters.
Paul Hastings has advised Hanwha Systems on its US$300 million investment to acquire an 8.8 percent stake with certain governance rights, including a board seat, in OneWeb, a UK-based low earth orbit satellite communications company. With this transaction, Hanwha would join other existing and prospective investors in OneWeb, including the UK Government, global telecom operator Bharti Global, French satellite operator Eutelsat and SoftBank. Hanwha Systems is a total solutions company in defense electronics and information infrastructure under South Korean conglomerate Hanwha Group. The investment enables Hanwha Systems to strengthen its satellite communications network, and foster development of its space business with combined advantages. Headquartered in London, OneWeb is a global communications network powered from space, enabling connectivity for governments, businesses and communities. Partners Iksoo Kim (Seoul) and Garrett Hayes (London), supported by partner Dong Chul Kim (Seoul), led the firm’s team in the transaction, which is subject to customary regulatory approvals.
Paul Hastings has also advised on Hyundai Capital Services’ issuance of Rmb700 million (US$108m) 3.2 percent notes due 2024, under the US$5 billion global medium term note program. HSBC and Mizuho Securities acted as the joint book-runners and joint lead managers. Hyundai Capital is a specialized finance company, offering a variety of services ranging from auto finance to credit finance, mortgage and corporate finance. Corporate partner Iksoo Kim led the firm’s team in the transaction.
Rajah & Tann Singapore is acting for DBS Bank and United Overseas Bank, as the joint book-runners and underwriters, on the private placement of new units in Keppel Pacific Oak US REIT to raise gross proceeds of approximately US$65 million. Partners Raymond Tong and Penelope Loh are leading the firm’s team in the transaction.
Rajah & Tann Singapore has also acted for iCart Group on the US$65 million Series D fundraising of HappyFresh. The proceeds will be used for, among others, the working capital of the group. Partners Brian Ng and Lorena Pang led the firm’s team in the transaction.
S&P has advised SBI on financing the construction and development of the Noida International Airport at Jewar, Gautam Buddha Nagar, Uttar Pradesh. Yamuna International Airport (YIA), a wholly-owned subsidiary of Zurich Airport International (ZAI), has tied up financial assistance of up to Rs37.25 billion (US$501.4m) from SBI to finance the construction. The agreements were executed on August 10, 2021. Set up as a PPP model with a major international player like ZAI, the airport showcases India’s growing world-class infrastructure asset base. When fully built, the airport is expected to have six to eight runways, the maximum at an airport in India. This is one of the largest financings in an Indian greenfield airport. The financing also demonstrates ZAI’s commitment to the project, with the first phase of the airport funded on a 65:35 debt-to-equity ratio, and with ZAI injecting Rs20.05 billion (US$270m) as equity for the development of the airport. Partner Satadru Goswami led the firm’s team in the transaction.
S&P has also advised Nayara on the raising of non-convertible debentures with face value of Rs1 million (US$13,460.00) each, with a base issue size of Rs10 billion (US$134.6m). This was Nayara’s maiden listed debt issuance, and one of the largest listed issuances by a privately-held company under the newly-introduced regulations for listed secured debentures by SEBI. The issue was opened on August 12, 2021, while the debenture trust deed and security documents were executed on August 11, 2021. The debentures are to be listed in Bombay. Partner Rohit Raghavan, supported by partner Vivek Pareek, led the firm’s team in the transaction.
S&R Associates has represented Light Microfinance, an RBI-registered NBFC providing microfinance, and its promoter on an approximately Rs750 million (US$10m) investment round, involving European impact investors agRIF (Netherlands), Nordic Microfinance Initiative (Norway) and Triple Jump (Netherlands). Partner Viral Mehta led the firm’s team in the transaction.
Weil has acted as lead international and lead Hong Kong M&A counsel to MBK Partners on the US$1.1 billion acquisition and take-private, by funds managed by MBK Partners, of Hong Kong-listed CAR, via an initial acquisition of 20.9 percent of CAR and a voluntary general cash offer (VGO) for all the remaining shares in CAR. The firm advised on, among others, the closing of the 20.9 percent acquisition in December 2020, the satisfaction of the VGO preconditions, CAR’s refinancings during the course of the VGO, the closing of the VGO in March 2021, and CAR’s delisting in Hong Kong on July 8, 2021. Headquartered in Beijing, CAR is one of the largest car rental service providers in China. Hong Kong private equity and M&A partners Tim Gardner and Henry Ong led the firm’s team in the transaction.
WongPartnership has acted for Lendlease Global Commercial REIT on its issuance of S$200 million (US$147m) perpetual securities at 4.2 percent per annum. Partner Trevor Chuan led the firm’s team in the transaction.
WongPartnership has also acted as Singapore counsel to the selling shareholder, Danone Asia, on its secondary sale of ordinary shares in the issued share capital of China Mengniu Dairy, which raised gross proceeds of HK$15.4 billion (US$2b). The shares of China Mengniu Dairy are listed in Hong Kong, and the secondary sale comprised a Rule 144A/Regulation S global offering.