Allen & Gledhill has advised Swire Coca-Cola, a subsidiary of Hong Kong-listed British conglomerate Swire Pacific, on its US$1 billion acquisition of CC Cambodia Holdings and Coca-Cola Indochina from Coca-Cola Japan. CC Cambodia and Coca-Cola Indochina package and distribute the Coca-Cola beverage in Cambodia and Vietnam, respectively. Partners Christian Chin and Nicholas Soh led the firm’s team in the transaction.
AZB & Partners has advised Kohlberg Kravis and Roberts & Co on its acquisition of Ness Digital Engineering entities Jersey Holding and Ness Europe Technologies from The Rohatyn Group. Partners Ashwath Rau and Kashish Bhatia led the firm’s team in the transaction, which was completed on December 27, 2022.
AZB & Partners has also advised Acuity Knowledge Partners (UK), acting through MT Bidco Consulting Solutions, on its acquisition of Cians Analytics, along with its subsidiaries Cians Analytics Inc and Lever Data. Partner Roxanne Anderson led the firm’s team in the transaction, which was completed on September 12, 2022.
Clifford Chance has advised the Export–Import Bank of China, as anchor sponsor, on the US$1 billion target closing of the China-ASEAN Investment Cooperation Fund II. This ASEAN-focused private infrastructure fund will aim to invest across the region in infrastructure and energy resources, with a targeted focus on sustainability and ESG standards. The Export-Import Bank of China is a state-funded and state-owned policy bank with the status of an independent legal entity. Under the direct leadership of the State Council, the bank is dedicated to supporting China’s foreign trade, investment and international economic cooperation. Beijing partner Ying White led the firm’s team in the transaction.
IndusLaw has advised SarvaGram and Elevar on the investment of US$35 million into SarvaGram by Temasek, TVS Capital Funds and existing investors Elevar and Elevation Capital. Partners Mayukh Datta and Rashi Saraf led the firm’s team in the transaction. Temasek was advised by JSA, while TVS Capital Funds was advised by Khaitan & Co.
JSA has successfully represented Tata Power Renewable Energy (TPRE) before the Ld Central Electricity Regulatory Commission in proceedings claiming Change in Law compensation to offset recurring and non-recurring impact on account of introduction of Goods and Services Tax. In its order dated December 1, 2022, Ld CERC granted Change in Law compensation to offset the impact of GST for several of TPRE’s solar projects. Compensation has been directed in terms of the GST impact of approximately Rs700 million (US$8.5m) during construction period and GST impact on actuals during the operation period (on operation and maintenance expenses) for 25 years; carrying cost from date of payment of tax until issuance of order at actual rate of interest on working capital and Late Payment Surcharge after issuance of supplementary bill by TPRE; and discount rate of 10.41 percent for annuity payments towards the above. Partner Abhishek Munot, supported by partner Kunal Kaul, led the firm’s team representing TPRE on the matter.
JSA is also advising on the transfer of mutual fund schemes of IDBI Mutual Fund to LIC Mutual Fund. On December 29, 2022, IDBI AMC, IDBI Trustee, LIC AMC and LIC Trustee signed a Scheme Transfer Agreement for the transfer of all existing mutual fund schemes of IDBI Mutual Fund to LIC Mutual Fund. The completion of the transaction, yet to occur, will result in IDBI Trustee handing over the trusteeship of the IDBI MF Schemes to LIC Trustee; the asset management rights over the IDBI MF Schemes will be transferred by IDBI AMC to LIC AMC; and the transferred mutual fund schemes will form part of the LIC Mutual Fund. Partners Rinku Ambekar and Vaibhav Choukse (competition law head) are leading the firm’s team in the transaction, which is subject to approvals of the Securities and Exchange Board of India and the Competition Commission of India.
Khaitan & Co has advised a consortium of 16 lenders, led by State Bank of India, on the settlement of the outstanding debt liability of an aggregate amount of Rs55.76 billion (US$682m) owed to the lenders by Religare Finvest (RF). The settlement arrangement has been entered among the lenders, RF and Religare Enterprises, and is to be implemented through payment of an agreed settlement amount upfront, and sharing of certain upside with the lenders in a time-bound matter and through a consent arrangement. Partner Kumar Saurabh Singh, supported by director Vinita Krishnan, led the firm’s team in the transaction. Cyril Amarchand and Mangaldas advised the company.
Khaitan & Co has also advised Apis Partners on its proposed minority investment in Whizdm Innovations (dba MoneyView). MoneyView operates as a digital lending platform, and has an NBFC subsidiary. Apis led the Series C investment round with other existing investors Crimson Winter, Evolvence and Internet Fund III at a valuation of approximately US$900 million. Partners Kartick Maheshwari, Ashraya Rao and Kapish Mandhyan, supported by partners Smita Jha, Shailendra Bhandare, Supratim Chakraborty and Anshul Prakash, led the firm’s team in the transaction, which was announced on December 26, 2022 and is yet to be completed. Trilegal advised Whizdm Innovations.
Maples has acted as Cayman Islands counsel to Nasdaq-listed Kingsoft Cloud Holdings on its dual primary listing, via introduction, of its ordinary shares in Hong Kong. Shares in the company commenced trading in Hong Kong on December 30, 2022. Kingsoft Cloud offers various cloud services to customers in strategically selected verticals. Partner Richard Spooner led the firm’s team in the transaction, while Davis Polk & Wardwell acted as Hong Kong and US counsel, and Fangda Partners acted as China counsel. Simpson Thacher & Bartlett acted as Hong Kong and US counsel, while Han Kun Law Offices acted as China counsel to the joint sponsors JP Morgan Securities (Far East), China International Capital Corporation Hong Kong Securities and UBS Securities Hong Kong.
Maples has also acted as Cayman Islands counsel to STAR CM Holdings on its IPO of approximately 14.73 million shares and listing in Hong Kong. STAR CM owns and operates a large library of Chinese film IPs, and is a music IP creator and operator in China. The offering, which closed on December 29, 2022, raised approximately HK$319.6 million (US$41m). Partner Everton Robertson led the firm’s team in the transaction, while Cooley HK advised on Hong Kong law and Zhong Lun Law Firm advised on Chinese law. The sponsors China International Capital Corporation Hong Kong Securities and China Securities (International) Corporate Finance Company, among others, were advised by Kirkland & Ellis on Hong Kong law and by CM Law Firm as to Chinese law.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for Link Real Estate Investment Trust (Link REIT) on its first acquisition in Singapore, the approximately S$2.161 billion (US$1.63b) acquisition of suburban retail assets Jurong Point and Swing By @ Thomson Plaza, from Mercatus Co-operative, a subsidiary of NTUC Enterprise Co-operative. Partners Evelyn Wee and Loh Chun Kiat (capital markets / M&A) are leading the firm’s team in the transaction, alongside partners Benjamin Tay, Elsa Chai and Lina Chua (corporate real estate), Kala Anandarajah (competition & antitrust and trade), Anne Yeo (funds & investment management), Benjamin Cheong (TMT) and Vikna Rajah (tax).
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for impact investors InsuResilience Investment Fund II (managed by BlueOrchard Finance), Women’s World Banking Asset Management and Finnish Fund for Industrial Cooperation on the US$27 million Series B+ investment into Axinan, which owns a Singapore-based regional insurtech business under the Igloo brand. Partner Chua Wei Min led the firm’s team in the transaction.
Skadden has advised Bilibili, a Nasdaq and Hong Kong-listed leading video community for young generations in China, on its offering of approximately 15.34 million American depositary shares, each representing one Class Z ordinary share, with par value of US$0.0001 per share, at US$26.65 per ADS. Bilibili entered into an equity underwriting and notes exchange agreement with Goldman Sachs (Asia) dated January 9, 2023, in relation to Bilibili’s issuance of ADSs, partially in exchange for an aggregate principal amount of US$384.8 million of its outstanding 0.50 percent convertible senior notes due December 2026 purchased by Goldman Sachs and its applicable affiliate(s) from the holders of such exchange notes in privately negotiated transactions. The offering closed on January 11, 2023. Partners Haiping Li (Shanghai), Paloma Wang (Hong Kong) and Yuting Wu (Shanghai) led the firm’s team in the transaction.
Trilegal has advised Carlyle Group on the acquisition of a majority stake in VLCC Health Care, a leading Wellness & Beauty services and products organisation founded by Mrs Vandana Luthra in 1989. VLCC serves customers across 310 locations in 143 cities spanning 12 countries in South Asia, South East Asia, the GCC Region and East Africa. Corporate partners Nishant Parikh, Harsh Maggon, Sneha Vardhan and Pranav Atit, supported by partners Atul Gupta (labour and employment), Rahul Arora (real estate), Tine Abraham (dispute resolution) and Jyotsana Jayaram (TMT), led the firm’s team in the transaction.
TT&A has acted as Indian law counsel to the lenders on the refinancing of certain existing indebtedness of Tau Investment Holdings, a promoter of Indian-listed company JB Chemicals & Pharmaceuticals. The financing was a refinance of an earlier facility, which was raised by the borrower for acquisition of equity shares of JB Chemicals & Pharmaceuticals. Partner Sonali Mahapatra led the firm’s team in the transaction.
TT&A has also advised an international bank on a US$ term-loan facility provided to a Singapore-based company for, inter alia, financing a project in Indonesia and general corporate purposes. The facility is secured by a charge over a specified bank account of the borrower, and a pledge over shares of listed Indian companies by an Indian shareholder of the borrower. The facility is also backed by a guarantee from the Singapore-based holding company of the borrower, and a limited guarantee from the Indian shareholder providing the pledge. Partners Rituparno Bhattacharya and Nidhi Rani led the firm’s team in the transaction.
WongPartnership has acted for MassMutual Venture on the Series A funding round of US$7.5 million investment into Qritive, an artificial intelligence-backed healthcare startup. Partner Kyle Lee led the firm’s team in the transaction.
WongPartnership has also advised Hong Kong-listed Comba Telecom Systems Holdings on its secondary listing via introduction in Singapore. Partner Chong Hong Chiang led the firm’s team in the transaction.