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Deal of the Month – April 2021: Ashurst helps TymeGlobal trailblaze digital banking in the Philippines

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Deal of the Month IHC April 2021 Ashurst TymeGlobal

Ashurst, one of the UK’s oldest law firms, has helped secure a joint-venture between fintech TymeGlobal and JG Summit Holdings to create a new form of digital banking in the Philippines.
TymeGlobal, a fintech with a banking license in South Africa, announced on February 23 it had inked a deal for the first digital bank in the archipelago after new banking regulations came into force in November. The Ashurst advisory team was led by Hong Kong-based partner Joshua Cole supported by counsel Hoi Tak Leung and associates Lisette Chan and Jessica Leung.

Cole said the joint venture “will set an example for other potential market entrants in offering innovative financial services to the market.

He added that the legal firm reviewed the proposed business structure and assisted with the joint-venture agreements to “ensure the commercial and regulatory requirements of the new business are reflected.

The deal followed a $US110 million Series B funding round for TymeGlobal, spearheaded by JG (which invested $US5 million) and private equity fund Apis Growth Fund II. Apis was advised by ENSAfrica, the largest law firm in Africa. TymeGlobal retained South African law firm Webber Wentzel for its part of the capital raise. The deal is the latest step in the South African digital bank’s push into the Asia Pacific region and represents the first major commercial interest in leveraging the Philippines’ new digital banking framework.

This updated legislation sets equivalent requirements for digital banks as for traditional lenders, with a minimum capital of at least 1 billion pesos ($US20 million) and outlines governance, infrastructure and data management requirements for digital banks. According to the BSP, only 22.6% (15 million) Filipinos have a bank account. Of that number, a tiny 1.3% of adults in the country own an electronic account. TymeGlobal said it will apply for a digital bank license from the Bangko Sentral ng Pilipinas (BSP), the Philippine central bank.

Latest Deals – April 12- 28, 2021

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DEALS

Llinks has advised Shanghai Yongmaotai Automobile Technology on its listing in Shanghai on March 8, 2021, raising total proceeds of Rmb629.8 million (US$97m). Yongmaotai mainly produces aluminum alloy ingots and liquid aluminum alloy for automobiles, as well as the cylinder block of automobile engine, engine oil sump, compressor cylinder block and head of automobile air conditioner, camshaft bearing cover of automobile engine, turbocharger housing and other high-precision aluminum alloy auto parts that meet the requirements of automobile lightweight. Yongmaotai has been supplying products to high quality customers, such as Pierburg, Shanghai Kolben, FAW-Foundry and Changan-Mazda for many years, establishing stable strategic cooperative relations with major OEMs, such as FAW-Volkswagen, SAIC Motor, SAIC-GM, SAIC-Volkswagen and Changan-Mazda, and has developed Borgwarner, UAES, HME and other well-known auto parts customers.

Llinks Shenzhen office has advised Buer Capital, as the lead investor followed by SGL Capital, on the Series A funding of ToyCity, an ecological brand of designer toys. Founded in January 2020, ToyCity develops and operates designer toy IP.

Llinks Shenzhen office has also advised Huaqiu, a one-stop service platform for the global electronics industry chain, on the completion of hundreds of millions of yuan in Series C funding. This round of financing was led by Shunwei Capital, followed by GL Ventures, Joy Capital and Yunmu Capital. Established in August 2011, Huaqiu is deeply engaged in the internet of the electronics industry. It has built a one-stop industrial-level supply chain infrastructure platform, such as warehousing upgrades, DFM analysis, supply chain collaboration, industry data models, and big data analysis. Huaqiu has become the preferred supplier of Huawei, ZTE, Datang Telecom Technology, Sunway Communication, Weichai, CSR, BYD, BGI and other communication equipment manufacturers, auto manufacturers and medical companies.

Llinks has also advised Dalian Morningstar Network Technology on its non-public offering of shares, which was approved by the China Securities Regulatory Commission on March 1, 2021. Morningstar Technology’s offering was fully subscribed by its controlling shareholder Jucheng Group. The total amount of funds to be raised will not exceed Rmb449.5 million (US$69.3m), which will be used to pay for the acquisition of 51 percent equity of Shanghai Huixinchen Industrial’s LCOS R&D and production projects. Huixinchen is mainly engaged in the R&D and production of LCOS optical modulation chips (optical valve chips) and LCOS optical modules (optical machines). As a leading LCOS chip company in China, Huixinchen can simulate chip design, packaging testing and optical design in the whole process. LCOS chip, which is self-developed by Huixinchen, uses unique technology to solve the shortcomings of traditional LCOS chips, such as low reliability and low brightness.

Allen & Gledhill has acted as transaction counsel to GuocoLeisure Holdings and DBS Bank on the S$1.1 billion (US$828m) voluntary conditional cash offer by GuocoLeisure for all the issued ordinary shares in the capital of GL. Partners Andrew Lim, Christopher Ong and Lee Kee Yeng led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to Astrea VI on the issue of S$382 million (US$287.5m) Class A-1 secured fixed rate bonds due 2031, US$228 million Class A-2 secured fixed rate bonds due 2031, and US$130 million Class B secured fixed rate bonds due 2031. The bonds are backed by cash flows from a diversified portfolio of 35 private equity funds with a net asset value of US$1.456 billion, managed by 28 general partners. Partners Yeo Wico, Jeanne Ong, Lim Pek Bur, Andrew Chan and Jo Tay led the firm’s team in the transaction.

Allen & Gledhill is advising Grab Holdings, a leading super application platform in South-east Asia, on its proposed listing on Nasdaq, through a business combination with Altimeter Growth, a Nasdaq-listed special purpose acquisition company (SPAC). Under the terms of the business combination, Grab and Altimeter Growth will become wholly-owned subsidiaries of a new holding company. The transaction assumes a pro forma equity value for the combined company of approximately US$39.6 billion, making it the largest SPAC merger to date, and paves the way for a US listing in the coming months. In addition to breaking the SPAC deal record, this deal is expected to be the largest US equity offering by a South-east Asian company. Partners Tan Tze Gay, Jeanne Ong, Elsa Chen, Alexander Yap, Yeo Boon Kiat, Adrian Ang, Vincent Leow and Sunit Chhabra.

Allen & Gledhill, together with its associate firm in Indonesia, Soemadipradja & Taher, has also advised a private investor who co-led the US$95 million Series D financing of Mobile Premier League (MPL). MPL is Asia’s largest e-sports and mobile gaming platform. The MPL gaming platform has over 60 million users in India, and over 3.5 million users in Indonesia. The latest funding takes the valuation of MPL to US$945 million. Allen & Gledhill’s Julian Ho and Soemadipradja & Taher partner Denia Isetianti led their firm’s respective teams in the transaction.

AZB & Partners has advised HDFC Capital Advisors on the formation, with Cerberus Asia Pacific Investments, of a special situations platform/joint venture focused on high-yield opportunities in the Indian residential real estate sector. Partners Sai Krishna Bharathan and Kunal Kumbhat led the firm’s team in the transaction, which was completed on March 16, 2021.

AZB & Partners has also advised FSN E-Commerce subsidiary Nykaa Fashion on its acquisition of the business of Pipa Bella Accessories. Partner Roxanne Anderson led the firm’s team in the transaction, which was completed on March 4, 2021.

AZB & Partners has advised Accenture on the India leg of its acquisition of CoreCompete. Partners Vaidhyanadhan Iyer and Nandan Pendsey led the firm’s team in the transaction, which was completed on April 7, 2021.

AZB & Partners has also advised Footpath Ventures on the Rs72.4 billion (US$964m) acquisition by Footpath Ventures SPV III of equity stake in Think & Learn (Byju’s). Partner Vaidhyanadhan Iyer led the firm’s team in the transaction, which was completed on April 12, 2021.

Baker McKenzie has acted for Genex Power on the execution and contractual closing of its major project construction and operation documents for the financing of the 250MW Kidston Pumped Hydro Project. Located in far north Queensland, the Kidston Pumped Hydro Project is anticipated to commence construction by the end of the month. A joint venture comprising McConnell Dowell Constructors (Aust) and John Holland Group will be responsible for the engineering, procurement and construction of the pumped hydro storage plant, including construction of the dam, underground and waterway civil works, and the full powerhouse fit-out. The project will be the cornerstone of Genex’s flagship Kidston Clean Energy Hub, which currently includes a 50MW solar project and has expansion plans for a second 270MW solar farm and a 150MW wind farm. Financing will be provided by the Northern Australian Infrastructure Facility through a loan of up to A$610 million (US$474m), as well as a contribution of A$47 million (US$36.5m) in grant funding from the Australian Renewable Energy Agency. Genex will contribute A$120 million (US$93.3m) in equity, that includes an investment by J-Power of A$25 million (US$19.4m) in Genex. Partner Tanya Denning, supported by partner Howard Fraser, led the firm’s team in the transaction.

Baker McKenzie has also advised pension fund manager APG Asset Management on the acquisition of a 20 percent stake in data center platform OneAsia. This deal represents APG’s second investment in the region, following its acquisition of a 10.43 percent stake in hyperscale data center solution provider Chindata in 2020, on which the firm also advised. OneAsia is an integrated data centre developer and operator in Asia, providing IT services, cloud-based solutions and data center services. Headquartered in Hong Kong, OneAsia operates data centers across the region and is in the process of expanding its portfolio into Japan, Korea and Thailand. Hong Kong partner and co-chair of the global funds group Jason Ng, supported by partners Duangkamon Amkaew (Bangkok), Seishi Ikeda (Tokyo) and Chris Hodgens (Tokyo), and partner Alexander Gong (Shanghai) of FenXun Partners, the firm’s joint operation partner, led the firm’s team in the transaction.

Baker McKenzie has advised Suncorporation, a leading IT equipment manufacturer focused on mobile data solutions, new IT and entertainment-related businesses, on the listing of its Israeli subsidiary, Cellebrite DI, on the Nasdaq via a De-SPAC. Deals involving special-purpose acquisition companies (SPACs) have drawn much attention in recent years. In this transaction, Cellebrite established Cupcake Merger Sub, a wholly-owned subsidiary in the US, and merged it with TWC Tech Holdings II, a Nasdaq-listed SPAC. After closing, TWC will become a wholly-owned subsidiary of Cellebrite, while Cellebrite will become a publicly-traded company on the Nasdaq. The transaction is expected to provide benefits to shareholders, including the ability to raise capital in the booming US IPO market, and a quicker route to going public than the standard IPO process. Corporate/M&A partner Yutaka Kimura led the firm’s team in the transaction.

Baker McKenzie has also advised independent investment manager Pleiad Investment Advisors (PIA) on the formation and successful closing of its debut closed-ended fund, Pleiad-Minerva Japan Growth Opportunities, a ¥15 billion (US$138.4m) technology-focused growth private fund. The firm also assisted PIA on the fund’s two initial investments in Japanese technology companies. Reflecting the growing momentum of Japan’s technology sector, the fund attracted a broad range of investors, including Japanese financial institutions, high net wealth individuals and international institutional investors. Fund formation specialist partner Edwin Wong, supported by partners Tetsuo Tsujimoto and Yutaka Kimura, led the firm’s team in the transaction. Maples and Calder acted as Cayman Islands counsel to Pleiad Investment Advisors.

Davis Polk has acted as English and US laws counsel to Tencent Holdings on the update of its US$30 billion global medium-term note program and the offering thereunder, pursuant to Rule 144A and Regulation S, of its US$500 million 2.88 percent senior notes due 2031, US$900 million 3.68 percent senior notes due 2041, US$1.75 billion 3.84 percent senior notes due 2051, and US$1 billion 3.94 percent senior notes due 2061. Tencent is a leading internet services company, operating a broad range of internet services, including communication and social services, online games, digital content, online advertising, FinTech, cloud and other services. Partners James Lin and Gerhard Radtke led the firm’s team in the transaction.

Khaitan & Co is advising Aakash Educational Services (AES) on the US$1 billion acquisition, via a combination of cash and stock, of AES by Think & Learn (Byju’s), to enable a business consolidation, via strategic merger, of AES with Byju’s. AES operates in the coaching industry in India. It also offers short-term classroom courses to prepare students for upcoming examinations. The company provides its services through classroom-based coaching and digital and distance learning, under the Aakash Medical, Aakash IIT-JEE, and Aakash Foundations brands. Partners Bharat Anand and Nidhi Killawala, supported by partners Manas Kumar Chaudhuri, Pranjal Prateek, Atul Pandey, Shailendra Bhandare and Anshul Prakash, are leading the firm’s team in the transaction, which was signed on April 3, 2021. Shardul Amarchand Mangaldas advised Byju’s, while Trilegal advised the Blackstone Group.

Khaitan & Co has also advised Miba on its proposed acquisition of majority stake in India-listed Sintercom India. Miba manufactures and sells sintered components, engine bearings, friction materials, power electronic components, coatings and special machinery in Austria and internationally. Partners Rabindra Jhunjhunwala, Arindam Ghosh and Abhishek Dadoo, supported by executive director Sudhir Bassi and partners Ritu Shaktawat and Rahul Singh, led the firm’s team in the transaction, which was signed on January 28, 2021 and was completed on March 3, 2021. Wadia Ghandy & Co also advised on the deal.

Maples and Calder, the Maples Group’s law firm, has acted as Cayman Islands counsel to Newlink Technology on its IPO of 200 million shares and its listing in Hong Kong. Newlink Technology is an IT solution provider focusing primarily on traditional software-driven solutions for financial institutions. The offering, which closed on January 6, 2021, raised approximately HK$872 million (US$112.3m). Partner Richard Spooner led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati advised as to Hong Kong law and Grandway Law Offices advised as to Chinese law. The sole sponsor, Mont Avenir Capital, and the underwriters were advised by DLA Piper Hong Kong as to Hong Kong and US laws, and by Jingtian & Gongcheng as to Chinese law.

Maples and Calder, the Maples Group’s law firm, has also acted as Cayman Islands counsel to Cathay Pacific Finance III on its issuance of approximately HK$6.74 billion (US$868m) 2.75 percent guaranteed convertible bonds due 2026, unconditionally and irrevocably guaranteed by Cathay Pacific Airways. The bonds are listed in Hong Kong. The issuer is a wholly-owned subsidiary of the guarantor, an international airline registered and based in Hong Kong. Partners Matt Roberts and Karen Zhang Pallaras led the firm’s team in the transaction, while Linklaters advised as to Hong Kong and English laws. The joint lead managers were advised by Allen & Overy as to English law.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Bairong on its IPO and the listing of approximately 123.82 million Class B ordinary shares in Hong Kong.  Bairong is a leading independent AI-powered technology platform in China, serving the financial services industry. The offering, which closed on March 31, 2021, raised approximately HK$3.94 billion (US$507.6m). Partner Karen Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom advised as to Hong Kong and US laws, and Commerce & Finance Law Offices advised as to Chinese law. The joint sponsors, Morgan Stanley Asia, China International Capital Corporation Hong Kong Securities Limited and CMBC International Capital, and the underwriters were advised by Davis Polk & Wardwell as to Hong Kong and US laws, and by Tian Yuan Law Firm as to Chinese law.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has  also acted as Cayman Islands counsel to Trip.com Group on its global offering of approximately 31.63 million shares and secondary listing in Hong Kong. Nasdaq-listed since December 2003, Trip.com is a leading one-stop travel platform globally, integrating a comprehensive suite of travel products and services and differentiated travel content. Trip.com is the largest online travel platform in China over the past decade, and the largest online travel platform globally from 2018 to 2020, in terms of gross merchandise volume. The offering, which closed on April 19, 2021, raised approximately HK$8.48 billion (US$1.1b). Partner Karen Zhang Pallaras also led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates acted as Hong Kong and US counsel, and Commerce & Finance Law Office acted as Chinese counsel. Latham & Watkins acted as Hong Kong and US counsel, while Jingtian & Gongcheng acted as Chinese counsel to JP Morgan Securities (Far East), China International Capital Corporation Hong Kong Securities and Goldman Sachs (Asia), as the underwriters.

Morrison & Foerster is advising SoftBank Group on its agreement to acquire 40 percent of AutoStore for US$2.8 billion from funds affiliated with Thomas H Lee Partners and EQT Private Equity, among other shareholders. Founded in 1996, AutoStore is a robotics technology company that invented and continues to pioneer cube storage automation, the densest storage technology. It currently has a global blue-chip customer base with more than 600 installations and 20,000 robots across 35 countries. AutoStore’s automated storage and retrieval systems, coupled with its proprietary software, provide customers with high throughput, enhanced configurability, and high levels of flexibility to serve the increasing demands of today’s supply chains. London corporate partner Andrew Boyd, supported by corporate partners Simon Arlington (London) and Eric McCrath (San Francisco), led the firm’s team in the transaction, which is subject to customary closing conditions and is expected to be completed in April 2021.

Paul Hastings has advised Hanwha Solutions on its debut issuance of Rmb1 billion (US$154m) three percent green bonds with a three-year tranche, guaranteed by the Credit Guarantee and Investment Facility under the Asian Development Bank. A member of the South Korean conglomerate Hanwha Group, Hanwha Solutions is a total solutions company focused on chemicals, total energy solutions, and advanced materials. The issuance of dim sum bonds, which are Chinese renminbi-denominated bonds issued in Hong Kong, marks Hanwha Solutions’ first overseas debt offering, since its formation from the merger of Hanwha Chemical, Hanwha Q CELLS, and Hanwha Advanced Materials in 2020. The proceeds will be used for its eco-friendly business to drive the company’s environmental, social and governance efforts. Seoul corporate partner Iksoo Kim led the firm’s team in the transaction.

Paul Hastings has also advised Inner Mongolia Energy Engineering (Group) (IMG) on its proposed voluntary conditional cash offer to acquire all of the issued H shares of Inner Mongolia Energy Engineering (IME), at the maximum consideration of approximately HK$1.48 billion (US$190.7m), in accordance with the Hong Kong Code on Takeovers and Mergers, and in connection with its proposed merger by absorption of IME, in accordance with Article 172 of the Chinese Company Law and other applicable Chinese laws. Upon the voluntary conditional cash offer becoming unconditional, IME will make an application for the voluntary withdrawal of the listing of the H shares in Hong Kong. Hong Kong-listed in 2017, IME provides a comprehensive range of power industry solutions, including survey, design and consultancy, construction contracting and maintenance and overhaul services, to serve the full life-cycle of power projects and the entire value chain of the power engineering industry. Raymond Li, global partner and chair of Greater China, led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has advised leading SaaS platform Stamped.io on its sale of business and assets to Canadian-listed WeCommerce Holdings for up to US$110 million. Partners Terence Quek and Lee Jin Rui led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted on the S$142 million (US$17m) acquisition of the entire issued and paid-up share capital in a special purpose vehicle, which holds a high specification light industrial building along Admiralty Street, Singapore. The industrial building, known as Admirax, is situated on a site with 60-year leasehold tenure. Admirax is zoned Business 1 under the 2019 Master Plan and has a net lettable area of approximately 469,000 square feet. Partners Norman Ho, Tan Chon Beng and Cindy Quek led the firm’s team in the transaction.

Squire Patton Boggs has advised China Merchants Shekou Industrial Zone Holdings on its joint venture with Viking Cruises to establish China’s first Chinese-flagged luxury cruise company, China Merchants Viking Cruises. The deal also involved the sale and purchase by the JV entity of a cruise ship, MV “Viking Sun®”, which will become the first vessel in the Chinese-flagged premium cruise fleet offering cultural coastal cruises in the region. The transaction and unique partnership will play a part in the wider strategy of the JV entity to drive and develop China’s high-end domestic coastal cruise market by offering dedicated experiences to the Chinese market. Financial services partner Kate Sherrard and corporate partner Nicholas Chan led the firm’s team in the transaction.

WongPartnership has acted for the Attorney-General on successfully resisting pre-action discovery applications brought by 22 death-row inmates. Deputy chairman Tan Chee Meng and partner Lionel Leo led the firm’s team in the transaction.

WongPartnership has also acted for Jurong Port and two other shareholders of Universal Terminals on the financing obtained for the acquisition of the assets of Universal Terminals, with the net effect of Jurong Port acquiring 41 percent stake in Universal Terminals from Hin Leong’s Lim family. Partner Alvin Chia led the firm’s team in the transaction, together with partner Tan Teck Howe.

WongPartnership has acted for ESR-REIT on the S$320 million (US$241m) syndicated financing arranged by UOB, Malayan Banking (Singapore), RHB Bank and HSBC. Partner Christy Lim led the firm’s team in the transaction.

WongPartnership has also acted for Crédit Agricole Corporate and Investment Bank on the grant of the S$48 million (US$36m) green loan facilities to Tuas West Drive, in connection with the development of LOGOS Food21, located at 21 Tuas West Drive. Partners Susan Wong and Bernadette Tan led the firm’s team in the transaction, together with partners Dorothy Marie Ng and Serene Soh.

Latest Deals – April 14, 2021

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Allen & Gledhill has acted as transaction counsel to Frasers Property on its renounceable non-underwritten 37-for-100 rights issue of new ordinary shares, which raised S$1.16 billion (US$860m) in gross proceeds. Partner Rhys Goh led the firm’s team in the transaction.

Allen & Gledhill has also advised Clifford Capital on the issue of US$500 million 1.121 percent notes due 2026, under its US$2 billion euro medium term note programme. The Government of Singapore is the guarantor for the notes. Partners Yeo Wico, Jeanne Ong and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners is advising ICICI Securities, Citigroup Global Markets India, Credit Suisse Securities (India), JM Financial and UBS Securities India, as the book running lead managers, on the qualified institutions placement of equity shares by IDFC First Bank. Partners Varoon Chandra and Lionel D’Almeida led the firm’s team in the transaction, which was signed on March 30, 2021.

AZB & Partners has also advised CDC Group on its Rs5.1 billion (US$70m) acquisition of more than 30 percent equity stake in Ayana Renewable Power. National Investment and Infrastructure Fund and Green Growth Equity Fund, managed by Everstone Capital and Lightsource joint venture EverSource Capital, also acquired equity stakes in Ayana. Partner Roxanne Anderson led the firm’s team in the transaction, which was signed on March 3, 2021 and completed on March 31, 2021.

Davis Polk has advised Linklogis on its IPO and listing in Hong Kong, and Rule 144A / Regulation S international offering, raising gross proceeds of approximately HK$8 billion (US$1b), prior to exercise of the over-allotment option. As the leader and pioneer in the thriving supply chain finance technology solution industry, Linklogis is the largest technology solution provider for supply chain finance in China, in terms of transaction volume processed in 2020. During this period, its solutions enabled its customers to process Rmb163.8 billion (US$25b) supply chain finance transactions, accounting for a market share of 20.6 percent among supply chain finance technology providers in China. Partners Li He and Yang Chu led the firm’s team in the transaction.

J Sagar Associates has advised IDFC FIRST Bank on its qualified institutions placement. IDFC FIRST Bank filed a placement document on April 6, 2021 for the issue of approximately 523.1 million equity shares to qualified institutional buyers, aggregating to approximately Rs30 billion (US$400m). ICICI Securities, Citigroup Global Markets India, Credit Suisse Securities (India), JM Financial and UBS Securities India acted as the lead managers to the issue. IDFC FIRST Bank offers a wide spread of banking products to meet the needs of retail customers in the MSME and consumer sectors in both urban and rural geographies, as well as wholesale customers, such as large corporates and NBFCs. Its principal business consists of retail banking, wholesale banking and treasury operations. IDFC FIRST Bank delivers a wide range of banking products and services to its customers through a variety of channels, including bank branches, ATMs, call centres, internet and mobile phones. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

J Sagar Associates has also advised iBus Network and Infrastructure and its promoters on its round of equity funding from Morgan Stanley’s India Infrastructure Fund. Morgan Stanley’s India Infrastructure Fund has invested Rs1.5 billion (US$20m) for its stake in the company. The company deploys, operates and maintains services related to in-building passive telecom infrastructure solutions. It currently deploys its infrastructure across several commercial, residential and retail sites across the country. Partner Probir Roy Chowdhury led the firm’s team in the transaction.

Khaitan & Co has advised Gangavaram Ports (GP) and its promoters, namely Mr DVS Raju, Mr D Rajgopala Raju, Ms D Padma, Newwave Infrastructure Projects and Dandu Corporate Services, on the approximately Rs360.4 billion (US$480m) strategic divestment of 58.1 percent stake in GP to Adani Ports & Special Economic Zone. Partners Mehul Shah and Ashraya Rao led the firm’s team in the transaction, which was announced on March 23, 2021 and is subject to regulatory approvals. Cyril Amarchand Mangaldas Mumbai advised Adani Ports & Special Economic Zone.

Khaitan & Co has also advised Kalyan Jewellers India (KJI) and the lead managers, namely Axis Capital, Citigroup Global Markets India, ICICI Securities, SBI Capital Markets and BOB Capital Markets, on KJI’s approximately Rs11.75 billion (US$156m) IPO, comprising of a fresh issue of KJI equity shares and an offer for sale of equity shares by selling shareholders. One of the largest jewellery companies in India, KJI designs, manufactures and sells gold, studded and other jewellery products. It operates 107 showrooms in India, and 30 showrooms in the Middle East, and also sells its products through online platform candere.com. The offer marked a partial exit by Highdell Investment, a part of global private equity firm Warburg Pincus. Partners Abhimanyu Bhattacharya and Aditya Cheriyan led the firm’s team in the transaction. AZB & Partners also advised KJI as to Indian law, while Latham & Watkins acted as international counsel to the lead managers. Cyril Amarchand Mangaldas advised the investor selling shareholder as to Indian law.

Maples and Calder, the Maples Group’s law firm, has acted as Cayman Islands counsel to CLSA Capital Partners (CLSACP), the asset management business of CLSA, on the launch of Sunrise Capital IV investment funds and Lending Ark Asia Secured Private Debt Fund. Sunrise IV was significantly oversubscribed and closed in four months in September 2020, at a hard cap of US$450 million. Sunrise Capital, a strategy of CLSACP, is a Japan-dedicated mid-cap private equity fund, and has raised approximately US$1.5 billion to date. Lending Ark is CLSACP’s first secured private debt strategy, and it held its final closing in December 2020 with capital commitments of US$226 million. Together with Lending Ark, the secured private debt investment strategy platform manages a total of US$626 million, including target allocations from separately managed accounts established in conjunction with Lending Ark. Lending Ark invests in high-quality and secured private debt opportunities across the Asia-Pacific region. Hong Kong funds and investment management partner Sharon Yap led the firm’s team in the transaction.

Maples and Calder, the Maples Group’s law firm, has also acted as Cayman Islands counsel to Yidu Tech on its IPO and the listing of 156.45 million shares in Hong Kong. Yidu is a leading provider of healthcare solutions built on big data and artificial intelligence in China. The offering, which closed on January 15, 2021, raised approximately HK$4.11 billion (US$530m). Partner Derrick Kan led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom advised on Hong Kong and US laws, and Han Kun advised on Chinese law. The joint sponsors, Goldman Sachs and China International Capital Corporation, and the underwriters were represented by Slaughter and May as to Hong Kong and US laws, and by Haiwen & Partners as to Chinese law.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for AEM Singapore on the pre-conditional voluntary offer by PricewaterhouseCoopers Corporate Finance, for and on behalf of AEM, to acquire all the issued and paid-up ordinary shares, excluding any shares held in treasury, in CEI’s capital, other than those already held by AEM. Based on the offer consideration of S$1.15 (US$0.86) per share, the offer values CEI at approximately S$101.1 million (US$75.31m). Partner Cynthia Goh is leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also advised OBG & Sons on its sale of shares in Tye Soon to Bapcor Asia. Partners Danny Lim and Penelope Loh led the firm’s team in the transaction.

WongPartnership has acted for the seller on the sale of 4 Swettenham Close. Partner Cornelia Fong led the firm’s team in the transaction.

WongPartnership has also acted for Mr Brian Chen Jianwen on the purchase of 61 Bin Tong Park. Partner Cornelia Fong also led the firm’s team in the transaction.

Latest Deals – April 8, 2021

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Latest Deals

Allen & Gledhill is acting as transaction counsel for CapitaLand on the proposed demerger, via scheme of arrangement, of CapitaLand Investment Management (CLIM) and subsequent take private by CLA Real Estate Holdings, CapitaLand’s existing controlling shareholder. The scheme involves a distribution in specie by CapitaLand of approximately 48 percent of the shares in CLIM, as well as six percent of the units in CapitaLand Integrated Commercial Trust, to CapitaLand minority shareholders. Following completion of the distributions, CLA Real Estate Holdings will acquire all the remaining shares in CapitaLand not already held by CLA Real Estate Holdings. In connection with the scheme, CapitaLand will undertake an internal restructuring of its subsidiaries and associated companies to consolidate its investment management platforms and lodging business under CLIM. Following completion of the scheme, CapitaLand will be delisted, while CLIM will be listed. Partners Lim Mei, Hilary Low, Lee Kee Yeng, Chong Zhuo Chen, Leonard Ching, Elsa Chen, Magdalene Leong, Ho Kin San and Tan Boon Wah led the firm’s team in the transaction, which is the first in Singapore that involves a demerger, a listing via spin-off and a take private in the same transaction. Partners Christopher Koh and Wong Yi Jia led the firm’s team advising JP Morgan (SEA), as the financial adviser to CapitaLand.

Allen & Gledhill has also acted as transaction counsel for ARA Real Estate Investors 30 on the ¥34.5 billion (US$312m) loan facility agreement with Sumitomo Mitsui Banking Corporation Singapore Branch. Partners Jafe Ng and Ong Kangxin led the firm’s team in the transaction.

AZB and Partners is advising Wipro on its Rs51.3 billion (US$700m) acquisition of METRO’s Indian and European IT units. Partners Srinath Dasari and Veena Gopalakrishnan are leading the firm’s team in the transaction, which was signed on March 31, 2021 and is yet to be completed.

AZB & Partners has also advised ADB Ventures on its Rs300 million (US$4.1m) acquisition, along with other entities, of equity stake in Smart Joules. Partners Gautam Saha and Dushyant Bagga led the firm’s team in the transaction, which was signed on February 16, 2021 and was completed on March 25, 2021.

Davis Polk has advised the underwriters on Bairong’s IPO and listing in Hong Kong and Rule 144A / Regulation S international offering, raising net proceeds of approximately HK$3.76 billion (US$483.5m), prior to the exercise of the over-allotment option. Bairong is a leading independent AI-powered technology platform in China serving the financial services industry. It is the largest independent financial big data analytics solutions provider in China by revenue in 2019, after taking into account revenue from precision marketing services. Partners Li He and Yang Chu led the firm’s team in the transaction.

Maples and Calder, the Maples Group’s law firm, has acted as Cayman Islands counsel to RLX Technology on its IPO of 116.5 million American Depositary Shares, representing its class A ordinary shares, and its listing in New York. RLX is the number one branded e-vapor company in China. The offering, which closed on January 26, 2021, raised approximately US$1.4 billion. Partner Richard Spooner led the firm’ team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Han Kun Law Offices acted as US and Chinese counsels, respectively. Latham & Watkins and Jingtian & Gongcheng acted as US and Chinese counsels, respectively, to Citigroup Global Markets and China Renaissance Securities (Hong Kong), as the underwriters.

Maples and Calder, the Maples Group’s law firm, has also acted as Cayman Islands counsel to Alchip Technologies, a Cayman Islands exempted company listed in Taiwan, on its offering of 7.6 million global depositary shares (GDS), representing 7.6 million ordinary shares of a par value of NT$10 (US$0.35) each, and the listing of such GDSs in Luxembourg and traded on the Europe MTF market in Luxembourg. Alchip is a leading provider of silicon design and production services for companies developing complex and high-volume system-on-a-chip designs, with a specific focus on application-specific integrated circuits. The offering, which closed on January 20, 2021, raised approximately US$190 million. Partner Juno Huang led the firm’s team in the transaction, while Baker & Mckenzie acted as Taiwan counsel and Dentons Law Office acted as Chinese and Hong Kong counsel. Haiwen & Partners acted as Chinese counsel and Latham & Watkins acted as US counsel to Credit Suisse (Hong Kong), as the initial purchaser. Patterson Belknap Webb & Tyler acted as US counsel to Citibank, as depositary.

Paul Hastings has advised Huifu Payment on the proposal by Purity Investment for delisting in Hong Kong, via a scheme of arrangement under Section 86 of the Companies Act of the Cayman Islands. The amount of cash required to implement the proposal is approximately HK$1.25 billion (US$160.7m). The scheme took effect on March 25, 2021 (Cayman Islands time), while the listing of Huifu Payment shares in Hong Kong was withdrawn on March 29, 2021 (Hong Kong time). Huifu Payment is a leading independent third-party payment service provider in China, focusing on integrated merchants acquiring, SaaS service, industry solution, and cross-border and international business. The company was listed in Hong Kong in 2018. Raymund Li, global partner and chair of Greater China, led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has advised Japfa Comfeed Indonesia, the largest agrifood company in Indonesia, on the issuance of US$350 million sustainability-linked bonds (SLB) listed in Singapore. Partners Lee Xin MeiCheryl Tan and Eugene Lee led the firm’s team in the transaction, which is the first of its kind in the agri-food industry, and the first US$-denominated SLB issuance from Southeast Asia.

Rajah & Tann Singapore and Assegaf Hamzah & Partners, member firms of Rajah & Tann Asia, have acted for Japfa on the effective disposal of 80 percent of its shareholding in its wholly-owned subsidiary, Greenfields Dairy Singapore, to Freshness for US$295 million, comprising a cash component of US$236 million and a share component comprising shares amounting to 20 percent of Freshness share capital on a fully diluted basis upon completion of the transaction. Partners Evelyn WeeHoon Chi Tern and Favian Tan from Rajah & Tann Singapore and Ahmad Fikri Assegaf from Assegaf Hamzah & Partners, led their respective firm’s team in the transaction.

when it will complete ? Windy Lakeside Investment Acquisition of a minority stake in Adani Ports.

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AZB & Partners is advising Warburg Pincus on the Rs8 billion (US$109m) acquisition by its affiliate Windy Lakeside Investment Acquisition of a minority stake in Adani Ports. Partners Ashwath Rau, Nilanjana Singh and Prerak Ved are leading the firm’s team in the transaction, which was signed on March 7, 2021 and is yet to be completed.

AZB & Partners is also advising ICICI Venture Funds Management and two entities advised by ICICI Venture on their Rs5.25 (US$71.5m) acquisition of a more than 30 percent equity stake in Magma HDI General Insurance. Partner Sai Krishna Bharathan is leading the firm’s team in the transaction, which was signed on March 17, 2021 and is yet to be completed.

Baker McKenzie has advised Korea Zinc on its agreement with Acciona to jointly develop and operate the 923MW MacIntyre Wind Farm in southeast Queensland, Australia. Under the joint venture arrangements, Ark Energy, a new Korea Zinc subsidiary focused on decarbonising the group’s energy supply, will take a 30 percent stake in the MacIntyre Wind Farm. Acciona will retain a 70 percent interest. Ark Energy and Acciona will together pursue the late stage development, construction, commissioning, operation and maintenance of the MacIntyre Wind Farm, which will be one of the largest onshore wind farms in the world, once fully operational in 2024. Together with the neighbouring 103MW Karara Wind Farm, which is owned by CleanCo Queensland, the two wind farms will generate clean electricity to supply nearly 700,000 homes, avoid the emission of around three million tonnes of CO2 each year and will involve a total investment of almost A$2 billion (US$1.52b). Partner Tanya Denning led the firm’s team in the transaction.

Baker McKenzie is also advising C-Lab International, a wholly-owned subsidiary of Sino Biopharmaceutical, on its acquisition of Softhale for US$110 million and additional payments related to regulatory and commercial milestones. Together with its subsidiaries, Sino Biopharmaceutical is a leading innovative R&D-driven pharmaceutical conglomerate in China. Its business encompasses a fully integrated chain in pharmaceutical products, which covers an array of innovative R&D platforms and pipeline, a line-up of intelligent manufacturing and a strong sales infrastructure. Softhale is a privately-owned Belgian company focused on the development of products for the treatment of respiratory diseases. Partners Derek Poon (Private Equity/ M&A-Hong Kong), Dr Thorsten Seidel (M&A-Berlin) and Dominique Maes (Private Equity/M&A-Brussels) led the firm’s team in the transaction.

Clifford Chance has advised Credit Suisse and DBS, as joint book-runners, on Japfa Comfeed’s US$350 million senior fixed rate sustainability-linked bond (SLB) issuance. Japfa Comfeed is one of Indonesia’s leading agri-livestock companies. The bonds were issued on March 23, 2021. Due 2026 and listed in Singapore, the SLB is the world’s first by an agri-food company and the first by an Indonesian company. It is also the first US-dollar denominated SLB issuance from South East Asia. The sustainability performance targets under the bond are the building of wastewater treatment and recycling facilities at Japfa’s facilities. If the targets are not achieved, the coupon under the bond will step up by 25bps. Partner Johannes Juette, supported by partner Gareth Deiner, led the firm’s team in the transaction. Rajah & Tann Asia member firm Assegaf Hamzah & Partners, led by partner Putu Suryastuti, acted as Indonesian counsel.

Clifford Chance has also advised Morgan Stanley, Goldman Sachs, JP Morgan and UBS, as the joint sponsors, and the underwriters on the US$2.6 billion IPO and secondary listing of Bilibili in Hong Kong. Nasdaq-listed Bilibili is a Shanghai-headquartered online video streaming and mobile gaming company, with a large and growing community of over 202 million monthly active users, primarily consisting of China’s young generations. Partners Tim Wang, Christine Xu and Liu Fang, supported by New York partner Jonathan Zonis and Hong Kong partners Mark Shipman and Rocky Mui, led the firm’s team in the transaction.

Davis Polk has advised the underwriters on Connect Biopharma Holdings’ US$219.9 million IPO of approximately 12.94 million American depositary shares, each representing one ordinary share, including the full exercise of the underwriters’ option to purchase approximately 1.69 million ADSs. The ADSs are listed on the Nasdaq. Connect Biopharma is a global clinical-stage biopharmaceutical company developing therapies for the treatment of T cell-driven inflammatory diseases. The company’s core expertise is in the use of functional cellular assays with T cells to screen and discover potent product candidates against immune targets. Partners Alan Denenberg, James Lin and Emily Roberts, supported by partner David Bauer, led the firm’s team in the transaction.

Davis Polk has also advised the joint lead managers on a US$200 million Regulation S offering by Shuifa International Holdings (BVI) of its four percent guaranteed bonds due 2024, guaranteed by Shuifa Group, a leading state-owned conglomerate that focuses on the provision of comprehensive water-related services and solutions, ranging from hydraulic engineering construction, water supply and wastewater treatment to clean energy. Hong Kong partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.

Dentons has acted as international counsel and Chinese counsel to Beijing Public Housing Center, a leading affordable housing construction and investment company based in Beijing, on the Regulation S global offering of its English law-governed US$300 million 1.9 percent guaranteed bonds due 2026, to be listed in Hong Kong and MOX. Huatai International was the sole global coordinator. Hong Kong capital markets partner Man Chiu Lee, senior partner (Beijing) Ling Chen and partners Yang Chen (Beijing) and Yunfang Zhang (Beijing) led the firm’s team in the transaction.

Maples and Calder, the Maples Group’s law firm, has acted as Cayman Islands counsel to Citigroup First Investment Management (CFIM) on the launch of Algebris Financial Hybrid Securities Fund. Launched on January 29, 2021, the fund is authorised for public offering in Japan. The fund enables Japanese investors to gain exposure to senior and subordinated debt securities of the financial credit sector globally, through investing substantially all of its assets in Algebris Financial Credit Fund, a sub-fund of Algebris UCITS Funds, an investment company incorporated in Ireland and managed by Algebris Investments (Ireland). Hong Kong funds and investment management partner Nick Harrold led the firm’s team in the transaction.

Maples and Calder, the Maples Group’s law firm, has also acted as Cayman Islands counsel to East Point Asset Management on the launch of its first fund involving a seed commitment of US$150 million from Hong Kong-listed financial services firm Sun Hung Kai & Co (SHK & Co). East Point is a newly established independent hedge fund firm that seeks to deliver consistent risk-adjusted, absolute returns and, according to a statement from SHK & Co, remains unchanged from SHK & Co’s own strategy. The partnership and seeding of East Point was conducted through SHK & Co’s fund management platform. Hong Kong partner Ann Ng, co-head of the Asia funds and investment management team, led the firm’s team in the transaction, while Schulte Roth & Zabel acted as international counsel. DLA Piper acted as Hong Kong counsel to SHK & Co.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has advised Marketnode, a joint venture between Singapore Exchange and Temasek, on its partnership and investment in Covalent Capital to collaborate and build Asia-Pacific’s first end-to-end digital infrastructure in the fixed income sector. Partners Sandy Foo, Goh Jun Yi and Lee Jin Rui led the firm’s team in the transaction.

Rajah & Tann LCT Lawyers, a member firm of Rajah & Tann Asia, has acted for Danish group BioMar, one of the leading suppliers of high performance fish feed in the aquaculture industry, on its share sale transaction of Viet-Uc, one of Vietnam’s leading seafood groups operating in shrimp and fish hatcheries and shrimp farming in Vietnam. Partner Vu Thi Que led the firm’s team in the transaction.

WongPartnership has acted for Perennial Real Estate Holdings on the financing of its acquisition of Big Box and its redevelopment. Partner Christy Lim led the firm’s team in the transaction, together with partner Serene Soh.

WongPartnership has also acted for the seller on the sale of 1 Chatsworth Park. Partner Christopher Cassim led the firm’s team in the transaction.

Latest Deals – March 24, 2021

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Latest Deals

Allen & Gledhill has advised the Housing and Development Board on the issue of S$900 million (US$670m) fixed rate notes due 2028, under its S$32 billion (US$23.8b) multi-currency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised PRE 10 (Perennial) on its S$280.9 million (US$209m) acquisition of Caldecott Broadcast Centre, Andrew Road, Singapore. The sale was done via tender, with bidders given a choice to acquire the property directly via an asset acquisition, or indirectly via an acquisition of the entire paid-up capital of Caldecott Properties, the registered proprietor of the property. Perennial was the successful tenderer, and elected to acquire the property via an acquisition of the entire paid-up capital of Caldecott Properties. At the time of the award of the tender, the 69,864.50 square metre site was the largest private redevelopment site sold in 2020. The property is located at the Caldecott Hill Good Class Bungalow Area in Singapore, and is an iconic landmark which has served as a broadcast hub for more than six decades until 2015. Partners Ho Kin San, Lim Mei Ann and Lee Kee Yeng led the firm’s team in the transaction.

Ashurst has represented Japanese trading house Sojitz on its acquisition of an equity interest in Qualitas Medical, a leading provider of primary healthcare and wellness services in the Asia Pacific region. Through this investment, Sojitz will gain access to the booming healthcare sector in Asia Pacific. With two decades of experience in the healthcare industry, Qualitas operates in Malaysia, Singapore and Australia, and the injected capital will allow further growth and expansion into regions like Vietnam. The Qualitas group comprises nearly 100 entities operating across multiple jurisdictions in a highly regulated industry. Partner Tracy Whiriskey, supported by partners Michelle Phang and Natsuko Ogawa, led the firm’s team in the transaction.

Ashurst has also acted as international counsel, advising on English and Hong Kong law aspects, for the joint lead managers on the US$270 million notes issued by Ji’an Chengtou Holding Group, the largest state-owned assets operation platform in Ji’an City, Jiangxi, China. The notes are listed in Hong Kong. Shenwan Hongyuan Securities (HK) and China CITIC Bank International acted as the joint global coordinators, joint book-runners and joint lead managers. Bank of China, BOCOM International Securities, CNCB (Hong Kong) Capital, Guotai Junan Securities (Hong Kong), Guoyuan Capital (Hong Kong) and Industrial Bank Hong Kong Branch acted as the joint book-runners and joint lead managers. A state-owned enterprise wholly-owned by the Ji’an City State-owned Assets Supervision and Administration Commission, Ji’an Chengtou Holding’s main business segments include land development and infrastructure construction. The transaction is Ji’an Chengtou Holding’s first offshore notes issuance, and also the first offshore notes issued by any company from Jiangxi Province this year. Partner Jini Lee led the firm’s team in the transaction, while Guantao Law Firm, led by partners Shaosong Sun, Yue Guan and Michael Chen, acted as Chinese counsel.

AZB & Partners is advising Wipro on its Rs105.2 billion (US$1.45b) acquisition of 100 percent of the share capital of the Capital Markets Company group, through its holding companies Cardinal US Holdings and Cardinal Foreign Holdings. Partners Srinath Dasari and Bhuvana Veeraragavan are leading the firm’s team in the transaction, which was signed on March 03, 2021 and is yet to be completed.

AZB & Partners is also advising Accenture on its acquisition of 100 percent of the equity share capital of Imaginea Technologies from their existing shareholders. Partners Vaidhyanadhan Iyer and Shreya Rao are leading the firm’s team in the transaction, which was signed on January 31, 2021 and is yet to be completed.

Clayton Utz is advising Japanese diversified financial services company Shinsei Bank on its acquisition of a A$300 million (US$230m) stake in Australian credit cards and consumer finance company Latitude Financial Group. Under the transaction, Shinsei Bank will acquire 9.95 percent interest in Latitude, followed by 0.05 percent interest, subject to Foreign Investment Review Board approval. Corporate partner and Japanese bengoshi Hiroyuki Kano is leading the firm’s team in the transaction, working closely with Shinsei Bank’s Japanese adviser Anderson Mori & Tomotsune.

Clifford Chance has advised JP Morgan Securities (Asia Pacific), as the exclusive financial advisor to SF Holding, acting through its wholly-owned subsidiary, on its HK$17.6 billion (US$2.26b) pre-conditional voluntary partial offer to acquire approximately 51.8 percent in Kerry Logistics Network. The launch of the partial offer is subject to certain pre-conditions, including antitrust, regulatory and shareholders’ approvals. SF Holding is a leading integrated express logistics service provider in China, with a distribution network and services footprint across Asia. Partners Amy Lo and Bryan Koo, supported by partner Edith Leung, led the firm’s team in the transaction. The firm has also advised JP Morgan, as sole mandated lead arranger and book-runner, on its certain funds debt financing to an affiliate of SF Holding relating to the partial offer. Partner Anthony Wang led the firm’s team in the transaction.

Clifford Chance has also advised NSK on its acquisition of Brüel & Kjær Vibro (B&K Vibro), the global condition monitoring system (CMS) business, from Spectris. The acquisition of B&K Vibro, which is headquartered in Germany with sister companies in Denmark and the US, will help NSK accelerate innovation and the development of its business in the growing CMS market. Tokyo-listed NSK is the top supplier of bearings in Japan, and is the third largest supplier in the world by market share. B&K Vibro is one of the world‘s largest independent suppliers of machinery protection and condition monitoring systems, which are used in the oil and gas, petrochemical and renewable energy industries. The cross-border deal involved share and asset transfers in ten jurisdictions. Tokyo partner Natsuko Sugihara, supported by partners Jӧrg Rhiel (Frankfurt) and Benjamin Sibbett (New York), led the firm’s team in the transaction, which was signed on December 10, 2020 and was completed on March 1, 2021.

Davis Polk has advised Tuya on its IPO of approximately 50.13 million Class A ordinary shares, raising approximately US$915 million in total gross proceeds, including approximately 6.54 million shares purchased pursuant to the full exercise of the underwriters’ over-allotment option. The Class A ordinary shares are listed in New York. Tuya is a leading global IoT cloud platform based in China that delivers a full suite of offerings, including Platform-as-a-Service and Software-as-a-Service to businesses and developers. Tuya’s IoT cloud platform is capable of processing over 84 billion cloud requests and over 122 million AI voice interactions daily. Smart devices powered by Tuya are available in over 100,000 stores all over the world. Partners Li He and James Lin led the firm’s team in the transaction.

J Sagar Associates has advised Ares SSG, a leading Asia-Pacific alternative asset manager, as the successful resolution applicant on the debt resolution of Altico Capital India. Altico was undergoing an out-of-court lender-driven debt resolution process. Lenders led by State Bank of India formed a committee and initiated the resolution plan. About 27 lenders have exposure to Altico. Ares SSG, through the entities identified by it, acquired all outstanding loans and investments from Altico, as part of the debt resolution process. This deal marks the first resolution of a stressed NBFC outside the Insolvency and Bankruptcy Code 2016, through a lender-driven process, and represents Ares SSG’s single largest investment in India to date. Partner Aashit Shah, supported by partners UtsavJohri and Vaibhav Choukse, led the firm’s team in the transaction.

Khaitan & Co has advised Pricewaterhousecoopers Professional Services and the resolution professional on the entire corporate insolvency resolution process of Prius Commercial Projects. The resolution plan, submitted by the consortium of Kotak Investment Advisors, Minicon Insulated Wires and Elita Capital Advisors, has been approved by the NCLT and is being implemented. Partner Siddharth Srivastava led the firm’s team in the transaction, which was valued at approximately US$68 million and was completed on January 4, 2021. Krishnamurthy & Co also advised on the deal.

Khaitan & Co has also advised MCPI, a member of The Chatterjee Group, on the structuring, submission and implementation of its resolution plan in the corporate insolvency resolution process of Garden Silk Mills. The NCLT Ahmedabad Bench approved the resolution plan on January 1, 2021, and the firm assisted the client in the implementation of its various steps. Partners Haigreve Khaitan and Rajeev Vidhani, supported by executive director Dinesh Agrawal and partners Dipen Chatterjee, Rusha Mitra, Kingshuk Banerji, Vinita Krishnan, Devendra Deshmukh, Anisha Chand, Anshul Prakash, Swathy Ramanath and Shailendra Bhandare, led the firm’s team in the transaction, which was valued at approximately Rs25 billion (US$345m) and was completed on February 28, 2021.

Maples and Calder, the Maples Group’s law firm, has acted as Cayman Islands counsel to Poema Global Holdings on its IPO of 25 million units, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant to purchase Class A ordinary shares of Poema, and its listing on the Nasdaq. Poema Global Holdings is a special purpose acquisition company which focuses on completing business combinations with rapidly growing, highly scalable companies with attractive unit economics in the technology sector, particularly in Europe and Asia. The offering, which closed on January 8, 2021, raised approximately US$300 million following an upsize. Partner Matt Roberts led the firm’s team in the transaction, while Kirkland & Ellis acted as US counsel. Davis Polk & Wardwell acted as US counsel to the representatives to the underwriters, Citigroup Global Markets and UBS Securities.

Maples and Calder, the Maples Group’s law firm, has also acted as Cayman Islands and BVI counsel to MicroPort CardioFlow Medtech Corporation on its spin-off from MicroPort Scientific Corporation, and IPO of 205.62 million shares and listing in Hong Kong. MicroPort is a medical device company in China focusing on the research, development and commercialization of innovative transcatheter and surgical solutions for valvular heart diseases. The offering, which closed on February 4, 2021, raised approximately HK$2.51 billion (US$323m). Partner Richard Spooner led the firm’s team in the transaction, while Sidley Austin advised as to Hong Kong and US laws and Commerce & Finance Law Offices advised as to Chinese law. The joint sponsors, JP Morgan (Far East), Citigroup Global Markets Asia and China International Capital Corporation Hong Kong Securities, and the underwriters were represented by Simpson Thacher & Bartlett as to Hong Kong and US laws and by Jingtian & Gongcheng as to Chinese law.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising World Class Global, as the offeree, on the privatisation scheme of arrangement by its controlling shareholder, Aspial Corporation. Based on the offer price of S$0.21 (US$0.156) per share, World Class is valued at S$192.33 million (US$143.2m), with the offer consideration to be satisfied via issue of new Aspial shares. Partner Danny Lim is leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is also acting for BreadTalk Group on the S$118 million (US$88m) sale and leaseback of the BreadTalk IHQ Building in Singapore to a consortium consisting of Lian Beng Group, 32RE Investments and Apricot Capital. BreadTalk Group will lease the 10-storey BreadTalk IHQ Building as an anchor tenant for an initial ten-year period. Partner Elsa Chai led the firm’s team in the transaction.

WongPartnership has act for the CEO and founders of Fu Yu on the sale of their shares to Pilgrim Partners. Partner Chan Sing Yee led the firm’s team in the transaction, together with partner Alvin Chia.

WongPartnership has also acted for a Singapore Exchange-listed multinational transport company on its roll out of various greenfield digital services, including transportation and lifestyle products, and integrated e-commerce marketplace services powered by data analytics. Partners Lam Chung Nian and Chan Jia Hui led the firm’s team in the transaction.

YKVN has represented Trung Thuy Group (TTG) on the sale of its 51 percent stake in Tan Phu Long Joint Stock Company, the developer of a building complex of apartments, offices and condotels named “Lancaster Luminaire”, located in Ha Noi, to Toshin Development, a Japanese commercial developer within the Takashimaya Group. Under the joint venture accord, TTG will spearhead the ¥10 billion (US$92m) project by developing housing, while Toshin Development will follow with construction of rental offices and commercial buildings. TTG is one of the most reputable real estate developers in Vietnam. In addition to its high-quality projects, TTG’s portfolio and investments remain diversified in other strategic businesses, such as hospitality, tourism and investment. Toshin Development is a consolidated subsidiary of Takashimaya. Partner Vu Dzung led the firm’s team in the transaction.

Latest Deals – March 17, 2021

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Allen & Gledhill has acted as transaction counsel to United Overseas Bank on the S$201 million (US$149.4m) term loan facilities to PRE 15, the joint venture vehicle of a consortium led by Perennial Real Estate Holdings, to finance the acquisition and redevelopment of Big Box, a property located in the Jurong Gateway precinct. The property will be redeveloped as a business park and will be renamed Perennial Business City. Partner Lim Wei Ting led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Bank, Citigroup Global Markets Singapore and BNP Paribas, acting through its Singapore branch, as the joint lead managers and underwriters, on a private placement of new units in Keppel REIT to raise gross proceeds of approximately S$270 million (US$201m). Managing partner Jerry Koh and partner Teh Hoe Yue led the firm’s team in the transaction.

AZB & Partners has advised Ecom Express on the Rs1.48 billion (US$20m) acquisition by CDC Group of a stake in Ecom, increasing CDC’s shareholding in Ecom to more than nine percent. Partners Anil Kasturi, Nandita Govind, Anisha Shridhar and Aditi Gopalakrishnan led the firm’s team in the transaction, which was completed on March 8, 2021.

AZB & Partners is also advising MRI Software on its acquisition of Trimble and Trimble Information Technologies India. Partner Ashwath Rau is leading the firm’s team in the transaction, which was signed on February 13, 2021 and is yet to be completed.

Baker McKenzie has acted as Hong Kong counsel, in collaboration with its joint operation partner FenXun Partners as Chinese counsel, to Yuexiu REIT on its issuance of US$400 million guaranteed notes, pursuant to its medium term note program. Baker McKenzie Hong Kong partner Dorothea Koo and FenXun Partners Beijing partner Shirley Wang led their respective firm’s teams in the transaction.

J Sagar Associates has represented Gujarat Gas (GG) before the Appellate Tribunal for Electricity (APTEL) in challenging the October 20, 2014 order by the Petroleum & Natural Gas Regulatory Board (PNGRB), directing GG to approach for modification of authorisations granted for its natural gas pipeline and city gas distribution network. The order held that GG had engaged in restrictive trade practices in its transaction with United Phosphorous (UP), and that GG had misrepresented the nature of the transaction to the PNGRB in its authorisation applications. GG appealed to APTEL, contending that the transaction with UP was sui-generis, and thus not governed solely by one regulation. Accordingly, GG cannot be held to have violated any law. GG further stated that there was no misrepresentation, in light of correspondence between parties, and that GG did not engage in restrictive trade practices, since the parties negotiated on price and that UP had the option to source natural gas from GAIL. On March 10, 2021, APTEL held that UP’s complaint, which formed the basis of the impugned order, was devoid of merit and substance, and that directions in said order were unwarranted. PNGRB’s order was set aside. The APTEL decision indicates that the Rs1.59 billion (US$22m) recovered by GG from UP, as charges for re-delivery of natural gas, was correct. Further, it upholds the original authorisations granted to GG; thus, no modification of the authorisations is required to be made by GG. Raveena Dhamija and Yashaswi Kant led the firm’s team representing the client.

K Law has advised Axis Bank, Oriental Bank of Commerce, Phoenix ARC, Punjab and Sind Bank and State Bank of India, as members of the committee of creditors, on the corporate insolvency resolution process of Prius Commercial Projects, including the negotiation on the resolution plans. The resolution plan submitted by the consortium of Kotak Investment Advisors, Minicon Insulated Wires and Elita Capital Advisors has been approved by the NCLT Delhi. Partner Aditi Mittal led the firm’s team in the transaction, which was valued at Rs4.9 billion (US$67.6m) and was completed on January 4, 2021.

Maples and Calder, the Maples Group’s law firm, has acted as Cayman Islands counsel to Cloopen Group Holding on its IPO of 23 million American Depositary Shares, representing its class A ordinary shares, and its listing in New York. Cloopen is a leading multi-capability cloud-based communications solution provider in China. The offering, which closed on February 11, 2021, raised approximately US$368 million. Partner Richard Spooner led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati, Professional Corporation and CM Law Firm acted as US and Chinese counsels, respectively. Skadden, Arps, Slate, Meagher & Flom and Tian Yuan Law Firm acted as US and Chinese counsels, respectively, to Goldman Sachs (Asia) and China International Capital Corporation Hong Kong Securities, as the underwriters.

Maples and Calder, the Maples Group’s law firm, has also acted as Cayman Islands counsel to Baosheng Media Group Holdings on its IPO of six million ordinary shares and its listing on Nasdaq.  The company is an online marketing solution provider based in China. The offering, which closed on February 10, 2021, raised approximately US$30 million. Partner Everton Robertson led the firm’s team in the transaction, while Hunter Taubman Fischer & Li and Dentons acted as US and Chinese counsels, respectively. Ortoli Rosenstadt acted as US counsel to Univest Securities, as the underwriter.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Boustead Industrial Fund Management (BIF) on its S$422.4 million (US$313.7m) acquisition of a portfolio of real estate assets and interests, comprising investments in business parks, logistics and industrial properties. Sponsored by Boustead Projects, BIF has a mandate to acquire, invest in and manage certain real estate investments. Partners Norman HoGazalle MokLoh Chun Kiat and Cheryl Tay led the firm’s team in the transaction.

WongPartnership has acted for Nutrition Technologies on its pre-series B funding round. Partner Kyle Lee led the firm’s team in the transaction.

WongPartnership has also acted for MSD on a multijurisdictional dispute between two pharmaceutical giants, involving the use of the “Merck” name. This is the Singapore leg of worldwide proceedings in the US, the UK, Germany, France, Switzerland, Australia, India, Hong Kong, etc. The wide-ranging allegations in the Singapore proceedings relate to the breach of a 1970 contract, trade mark infringement, and passing off. Other novel issues in the dispute include whether the use of a mark in the metadata of a webpage can amount to trade mark infringement or passing off, and whether a contract entered into in 1970, long before the advent of the internet, can govern the use of a mark on the internet. Partners Melanie HoChang Man Phing and Alvin Lim led the firm’s team in the transaction, together with partner Lam Chung Nian.

Latest Deals – March 10, 2021

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Below are the latest deals for the week of March 10th, 2021.

Allen & Gledhill has advised Agricultural Bank of China, through its Singapore branch, on the issue of US$300 million 0.75 percent notes due 2024 and US$300 million 1.25 percent notes due 2026, under its US$15 billion medium term note programme. Partner Glenn Foo led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Group Holdings on the issue of Rmb1.6 billion (US$245.6 million) 3.7 percent subordinated notes due 2031, first callable in 2026, under its US$30 billion global medium term note programme. DBS Bank and The Hongkong and Shanghai Banking Corporation were appointed joint lead managers for the notes. Partner Glenn Foo also led the firm’s team in the transaction.

AZB & Partners has advised ICICI Securities, Edelweiss Financial Services and Jefferies India, as the book-running lead managers, on the qualified institutions placement of approximately 1.24 million equity shares, with face value of Rs10 (US$0.137) each, of IndiaMART InterMESH at Rs8,615.00 (US$118.11) per equity share, including a premium of Rs8,605.00 (US$117.97) per equity share, aggregating to approximately Rs10.7 billion (US$146.7m). Partners Varoon Chandra and Agnik Bhattacharyya led the firm’s team in the transaction, which was signed on February 17, 2021 and was completed on February 22, 2021.

AZB & Partners has also advised SC Johnson Products on the acquisition by Bansk Group of a controlling stake of more than 50 percent of the total issued and paid-up share capital of SC Johnson Products from SC Johnson & Son Investments and Johnson’s Wax International. Partners Ashwath Rau, Atreya Bhattacharya, Nandan Pendsey and Aditya Singh Chandel led the firm’s team in the transaction, which was signed on January 24, 2021 and was completed on February 5, 2021.

Clifford Chance has advised SciClone Pharmaceuticals (Holdings) on its US$281 million IPO and listing in Hong Kong. The Shanghai-based biopharmaceutical company is focused on some of the largest and fastest growing therapeutic areas, such as oncology and severe infection. The joint sponsors on the deal are Morgan Stanley, CICC and Credit Suisse. Partners Christine Xu and Liu Fang led the firm’s team in the transaction. Paul Hastings, led by global partner and chair of Greater China Raymond Li and corporate partners Vincent Wang and Chaobo Fan, has advised Morgan Stanley Asia, China International Capital Corporation Hong Kong Securities and Credit Suisse (Hong Kong).

Clifford Chance has also advised on the proposed take private, via a scheme of arrangement for cash, of China Youzan by BetaCafe Holdings, and its proposed delisting in Hong Kong. Concurrently, China Youzan shareholders will receive approximately 52 percent of the shares of Youzan Technology, a major subsidiary of China Youzan, held by China Youzan via a distribution in specie, while Youzan Technology has applied for the listing of all of its shares in Hong Kong. Youzan Technology is China’s largest cloud-based commerce service provider. The proposal is subject to certain pre-conditions, while completion of the transaction is subject to, among others, regulatory and shareholder approvals. At the market closing on February 26, 2021, China Youzan’s market capitalization was approximately US$7 billion. Partners Fang Liu and Virginia Lee led the firm’s team in the transaction.

Davis Polk has advised the representatives of the underwriters on the US$177 million SEC-registered follow-on secondary offering of approximately 3.8 million American depositary shares, each 10 ADSs representing 23 ordinary shares, by certain I-Mab selling shareholders. On February 26, 2021, the underwriters exercised the option to purchase an additional 492,590 ADSs from certain selling shareholders. The ADSs are listed on the Nasdaq. I-Mab is a clinical stage biopharmaceutical company committed to the discovery, development and commercialization of novel or highly differentiated biologics to treat diseases with significant unmet medical needs, particularly cancers and autoimmune disorders. Partners Li He and James Lin led the firm’s team in the transaction.

J Sagar Associates has advised Enel X on the proposed joint venture with Sterling and Wilson (S&W), a Shapoorji Pallonji group company. Enel develops, promotes and sells innovative products and services, including electric mobility charging infrastructure, network management applications, energy services through electric vehicles and commercial charging services in the e-mobility sector. S&W provides specialised EPC solutions to the energy sector in India and globally for solar, wind, hybrid energy, e-mobility solutions, battery storage segments. Enel and S&W executed an agreement to set up a 50-50 JV company in India, which will launch and create electric vehicle charging infrastructure in the Indian sub-continent, and provide products and software platforms. As part of the JV, Enel, through its affiliates, will license the necessary intellectual property for the business, while Sterling and Wilson will provide operation and maintenance services to the JV company. Partner Sidharrth Shankar, supported by partner Prakriti Jaiswal, led the firm’s team in the transaction.

J Sagar Associates has also advised CDK Global on the India leg of the sale of its international business segment CDKI to Francisco Partners. CDK is a leading provider of automotive retail software solutions in EMEA and Asia, while Francisco Partners is a leading global investment firm that specializes in partnering with technology businesses. Joint managing partner Vivek Chandy, supported by partner Rishabh Gupta, led the firm’s team in the transaction, which was valued at US$1.45 billion.

L&L Partners has advised Steadview on its primary investment via Series D equity round of funding in BharatPe (Resilient Innovations). Pursuant to Series D funding which occurred at a valuation of US$900 million, BharatPe raised US$90 million in primary fund raise and also ensured secondary exit for its angel investors and employees for a total amount of US$18 million. The round was led by the company’s existing investor Coatue Management. Further, all seven existing institutional investors, including Ribbit Capital, Insight Partners, Steadview Capital, Beenext, Amplo and Sequoia Capital, participated in the round. BharatPe is one of the largest B2B fintech lenders in the country, facilitating over Rs2 billion (US$27.4m) loans to its merchant partners every month. BharatPe has deployed more than 50,000 PoS machines, and enables transactions of more than Rs9 billion (US$123.4m) per month on its PoS machines. The company has presence in 75 cities in the country. Partners Vaibhav Kakkar and Snigdhaneel Satpathy led the firm’s team in the transaction.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Kuaishou Technology on its IPO of weighted voting Class B shares and listing in Hong Kong. The transaction which closed on February 5, 2021, raised approximately US$6.1 billion in total and represents the largest listing in Hong Kong this year, and the largest in the world since 2019.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands counsel to Catcha Investment on its IPO of 25 million units, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant to purchase Class A ordinary shares of Catcha, and its listing in New York. Catcha Investment is a special purpose acquisition company formed for pursuing business combination targets, which focuses on completing combinations in the technology, digital media, financial technology, or digital services sectors across Asia Pacific, particularly in Southeast Asia and Australia. The offering, which closed on February 12, 2021, raised approximately US$250 million. Partner Matt Roberts led the firm’s team in the transaction, while Kirkland & Ellis acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to JP Morgan Securities, the representative of the underwriters.

Rajah & Tann LCT Lawyers, a member firm of Rajah & Tann Asia, has acted for AURA Group on its Series B follow-on investment into Kim Health Care Group’s Series B financing round. This US$24 million Series B round is led by ABC World Asia, the Singapore-based and Temasek-affiliated private equity fund dedicated to impact investing across Asia. Partner Logan Leung led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Next Gen Foods on its seed financing round, which raised net proceeds of approximately US$10 million. This is the largest seed financing round globally in the plant-based meat sector. Partner Terence Quek, supported by partner Lee Xin Mei, led the firm’s team in the transaction.

Shearman & Sterling has represented the initial purchasers, including The Hongkong and Shanghai Banking Corporation, Morgan Stanley & Co International, China CITIC Bank International, China Securities (International) Corporate Finance Company, Citigroup Global Markets, Credit Suisse (Hong Kong) and Guotai Junan Securities (Hong Kong) on Sunac China Holdings’ dual-tranche tap offering of US$210 million 6.5 percent senior notes due 2025 and US$342 million 5.95 percent senior notes due 2024. Hong Kong capital markets partner Alan Yeung led the firm’s team in the transaction.

WongPartnership acted for Perennial Real Estate Holdings in the financing of its acquisition of a Caldecott site for S$280.9 million. Partners Christy Lim and Serene Soh led the firm’s team in the transaction.

YKVN has represented the shareholders of Duy Tan Plastics Manufacturing on the sale of 70 percent stake in Duy Tan to SCG Packaging, a subsidiary of Siam Cement. The transaction will be carried out through a newly established and wholly-owned subsidiary of SCG, and is expected to be completed in mid-2021. Duy Tan’s existing shareholders will continue to hold 30 percent stake, and to support and manage the company, with management from SCG. The investment in Duy Tan is an expansion of SCG’s rigid plastic packaging business. SCG can now provide its FMCG customers and consumers in Vietnam with a full range of packaging products, both polymer-based and paper-based. SCG is SE Asia’s largest fully integrated packaging solutions provider. Duy Tan is Vietnam’s top producer of rigid plastic packaging products, with its 2020 revenues reaching over US$200 million. It is a leading supplier to multinational companies and local brand owners of consumer and FMCG products. It also manufactures household plastic products, such as food containers, which are sold under the “Duy Tan” brand. Majority of Duy Tan’s products are sold in Vietnam, with 20 percent exported to the US and other markets. Partner Vu Dzung, supported by partner Le Thi Toc, led the firm’s team in the transaction.


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Latest Deals – March 3, 2021

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Below are the latest deals for the week of March 3rd, 2021.

Allen & Gledhill has advised Surbana Jurong on the issue of S$250 million (US$187.6m) 2.48 percent sustainability-linked notes due 2031, under its US$1 billion multicurrency debt issuance programme. Surbana Jurong issued the notes under its newly established Sustainable Finance Framework. This is believed to be the first Singapore dollar-denominated sustainability-linked bond, and the first public sustainability-linked bond issuance from a Southeast Asian based company. This is also the first Asian sustainability-linked bond to feature a premium step-up structure at maturity. The framework is prepared in line with the Sustainability Linked Bond Principles (2020) developed by the International Capital Markets Association, and helps boost Surbana Jurong’s efforts to translate the United Nations Sustainable Development Goals, set out in the 2030 agenda, into concrete and measurable actions. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised First REIT Management, as manager of First Real Estate Investment Trust (First REIT), and Perpetual (Asia), as trustee of First REIT, on the S$260 million (US$195m) loan facilities to First REIT, entered into by Perpetual with Oversea-Chinese Banking Corporation and CIMB Bank Singapore Branch. The facilities include a term loan facility of S$178.5 million (US$134m) and a revolving credit facility of S$42.5 million (US$31.9m), with an accordion option for a S$39 million (US$29.3m) increase in commitments. Partners Jerry Koh, Jonathan Lee and Foong Yuen Ping led the firm’s team in the transaction.

Ashurst has represented Tyme, a global digital banking group, on establishing a joint venture with JG Group, one of the largest conglomerates in the Philippines, to create one of the first digital banks, and potentially the first foreign invested joint venture in the digital banking business in the country. The Philippines has significant unbanked population and its central bank approved a new framework for establishing and licensing digital banks in November 2020. Tyme will contribute its intellectual property and expertise in digital banking to the JV, while JG Group members will leverage their local banking and retail networks to help facilitate the business. As one of the Philippines’ first digital bank, the JV will set an example for other potential market entrants in offering innovative financial services to the market. Partner Joshua Cole led the firm’s team in the transaction.

AZB & Partners is advising Bharti Airtel on its acquisition of the 20 percent equity stake held by Warburg Pincus affiliate Lion Meadow Investment in Bharti Telemedia. The Rs31.26 billion (US$426m) consideration is to be paid partly in cash and partly in kind, by issuance of equity shares to Bharti Airtel. Partners Gautam Saha and Swati Chauhan are leading the firm’s team in the transaction, which was signed on February 17, 2021 and is yet to be completed.

AZB & Partners has also advised United States International Development Finance Corporation on the up to US$50 million long-term loan facility, via an external commercial borrowing, it provided to Sitara Solar Energy for setting up a 100 MW solar plant in Rajasthan, India. Partners Gautam Saha and Pallavi Meena led the firm’s team in the transaction, which was signed on January 15, 2021 and was completed on February 11, 2021.

Baker McKenzie has advised Town Health International Medical Group on the successful resumption of the trading of its shares in Hong Kong starting March 1, 2021, since its suspension in 2017. This marks an important case in Hong Kong, where the Securities and Futures Commission has permitted the trading of the company’s shares to recommence under section 9(3) of the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong), subject to certain conditions. Town Health provides medical and dental services in Hong Kong, manages healthcare networks and provides third-party medical network administrator services in Hong Kong, and provides medical and dental services, as well as hospital management and related services, in China. Hong Kong partner Lawrence Lee, supported by partner Roberta Chan, led the firm’s team in the transaction.

Clifford Chance has advised HSBC, as lead manager, on the issuance of Singapore Airlines’ 1.65 percent S$850 million (US$637.7m) five-year convertible bonds listed in Singapore. The transaction marks the largest convertible bond from a Singapore-based issuer in a decade, and the largest conversion premium achieved by an airline issuer in Asia (ex-Japan). The firm also acted for Citi and DBS, as arrangers on the update of, and increase in, the programme limit of Singapore Airlines’ multicurrency medium term note programme to US$10 billion; for DBS and UOB on a private placement of S$500 million (US$375m) fixed rate notes under the programme, which closed concurrently with the convertible bond issue; and for Citi, HSBC and Bank of America on the issuance of Singapore Airlines’ benchmark US$500 million three percent notes due 2026, which marks Singapore Airlines’ first US dollar bond issuance. Singapore partner Gareth Deiner led the firm’s team in the transaction, while partner Johannes Juette acted for the trustee.

Clifford Chance has also advised China State Shipbuilding Corporation on the merger controls and foreign direct investment filings for its merger with China Shipbuilding Industry Corporation. The merger of the two largest Chinese shipbuilders represents a combined asset value of approximately US$115 billion, making the merged entity the largest shipbuilding company in the world. Partner Yong Bai, supported by Brussels partners Richard Blewett and Anastasios Tomtsis and Moscow partner Torsten Syrbe, led the firm’s team in the transaction.

Davis Polk has advised JOINN Laboratories (China) on its IPO and listing in Hong Kong and Rule 144A and Regulation S global offering. The gross proceeds from the offering amounted to HK$6.5 billion (US$838m), prior to any exercise of the over-allotment option. JOINN Laboratories is a non-clinical CRO focused on drug safety assessment, with an expanding portfolio of R&D services. Its A shares have been listed in Shanghai since August 2017. Corporate partners Li He and Yang Chu led the firm’s team in the transaction, which is the largest healthcare IPO in Asia and the largest Hong Kong offering by an A-share listed company, since the firm advised Tigermed IPO in 2020.

J Sagar Associates has advised Grupo Bimbo on the proposed acquisition of Modern Food Enterprises from Everfoods Asia. Mexico-listed Grupo Bimbo is a Mexican multinational bakery product manufacturing company. Its subsidiary, Ready Roti, owns the brand ‘Harvest Gold’. Everfoods is a packaged foods platform controlled by Everstone Group, that had acquired Modern in 2015 from Hinustan Unilever. With the proposed transaction, Grupo Bimbo will have a strong foothold in the Indian bread and bakery segment. Partner Sidharrth Shankar, supported by partners Prakriti Jaiswal, Rupinder Malik, Rajul Bohra, Ananya Kumar, Rajat Joneja, Bharat Bhushan Sharma and Vaibhav Choukse, led the firm’s team in the transaction.

Khaitan & Co has acted as Indian counsel to Kentech Corporate Holdings (UAE) on its acquisition of the oil and gas business of SNC-Lavalin Group (USA), including the acquisition of its Indian subsidiary SNC Lavalin Engineering India. Structured as an acquisition of both shares and assets, the acquisition is a multi-jurisdictional transaction, involving operations in over 20 jurisdictions. The combined group will have a global workforce of over 10,000 people, with a sales pipeline of over US$7 billion. Partner Rabindra Jhunjhunwala led the firm’s team in the transaction. White & Case, led by partners Ian Bagshaw and Richard Jones, also advised on the deal. Norton Rose Fulbright Canada represented SNC-Lavalin Group.

Khaitan & Co has also advised EdgeConneX (USA) on a joint venture agreement between its affiliate, EdgeConneX Europe, and Adani Enterprises to establish DC Development Chennai for setting up, operating and managing data center business in India. The JV will focus on building a network of hyperscale data centers in India to set up 1GW of data center capacity over the next decade. EdgeConneX is a leading technology driven global data center provider, with 50 facilities in over 30 markets and expertise in developing and operating data centers around the world. Partners Rajat Mukherjee and Ashraya Rao, supported by partners Sudheer Madamaiah, Gahan Singh and Shivanshu Thaplyal, led the firm’s team in the transaction. Allen & Overy Singapore also advised EdgeConneX. Adani Enterprises was represented by Clifford Chance London and Cyril Amarchand Mangaldas.

Mayer Brown has advised Minsheng Financial Leasing and certain of its subsidiaries on a French court-approved restructuring of the Bourbon Maritime Group. Minsheng Leasing is one of the largest financial leasing institutions in China and has significant portfolios of shipping, aviation and equipment assets. Minsheng Leasing independently negotiated a customized deal with Bourbon Maritime and the working group of creditors to successfully restructure its existing leasing arrangements and obtain a conversion of its outstanding claims into shares in Société Phocéenne de Participations, the newly formed parent company of Bourbon Maritime. As a result of the restructuring, Bourbon Maritime was able to reduce the group’s debt by more than €1.5 billion (US$1.8b). The restructuring process, which finally concluded in December 2020 after almost three years of negotiations and judicial proceedings, ideally will enable Bourbon Maritime to carry out its strategic action plan going forward. Banking and finance partner Conor Warde (Hong Kong), supported by partners Bill Amos (litigation and dispute resolution – Hong Kong), Patrick Teboul (banking and finance – Paris) and Tom Thraya (corporate and securities – Dubai), led the firm’s team in the transaction.

Paul Hastings has represented the founders of Apex International on the acquisition of Apex by Zurich-listed Kuehne+Nagel International, the leading global transport and logistics company with shares listed in Zurich. With global headquarters in Hong Kong and Asia headquarters in Shanghai, Apex is a leading freight forwarder with 1,600 employees, and generates yearly turnover of over US$2.34 billion. In 2020, the company handled total air freight volume of approximately 750,000 tons and sea freight volume of 190,000 TEU. The acquisition is the largest in the 130-year history of Kuehne+Nagel, which in addition to shares from the founders, also acquired the controlling stake in Apex from MBK Partners. Following the closing of the transaction, the founders will retain a minority stake in Apex, and the current management team will continue to lead Apex. The firm also represented the founders on their 2017 sale of the controlling equity stake in Apex to MBK Partners. Jia Yan, co-chair of the mainland China offices, led the firm’s team in the transaction.

Proskauer has advised world-leading hospitality group Accor on the sale of a 1.5 percent stake in Huazhu Group for €239 million (US$287m). Following the sale, Accor will own a 3.3 percent stake in Huazhu. This transaction is part of the ongoing strategic alliance between both groups. In 2016, the firm assisted Accor in establishing that relationship and purchasing its existing interests in Huazhu. In 2019, the firm advised Accor on the US$451 million sale of a five percent stake in Huazhu. Partners Jeff Horwitz, co-head of the private equity real estate group and hospitality, gaming and leisure group, and Tuval Tal, co-head of the hospitality, gaming and leisure group and head of the firm’s Hong Kong and Beijing offices, supported by capital markets partners Dan Forman (New York) and Peter Castellon (London) and corporate partner Jeremy Leifer (Hong Kong), led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Quona Capital on leading Ula’s US$20 million Series A financing round together with B Capital, with participation from existing investors Lightspeed India and Sequoia Capital India. Partners Brian NgPaul Ng and Lorena Pang led the firm’s team in the transaction.

WongPartnership is acting for the manager of Keppel REIT on the private placement of new units to raise gross proceeds of S$270 million (US$203m). Partners Long Chee Shan and Loh Jen Vern led the firm’s team in the transaction.

 


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Latest Deals – February 24, 2021

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AZB & Partners is advising Lion Meadow Investment, an affiliate of Warburg Pincus, on the Rs31.26 billion (US$432m) sale of its 20 percent equity stake in Bharti Telemedia to Bharti Airtel. The consideration was paid partly in cash and partly via issuance of equity shares to Bharti Airtel. Partners Anil Kasturi and Ashish Pareek are leading the firm’s team in the transaction, which was signed on February 17, 2021 and is yet to be completed.

AZB & Partners is also advising TPG Dodla Dairy Holdings, as the investor selling shareholder, on Dodla Dairy’s IPO of equity shares with face value of Rs10 (US$0.138) each, comprising a fresh issue of equity shares aggregating up to Rs500 million (US$6.9m) and an offer for sale of up to 10.1 million equity shares, consisting of up to 830,000 equity shares by TPG Dodla Dairy Holdings, up to 416,604 equity shares by Dodla Sunil Reddy, up to approximately 1.04 million equity shares by Dodla Family Trust and up to 327,331 equity shares by Deepa Reddy. Partners Varoon Chandra and Lionel D’Almeida are leading the firm’s team in the transaction, which was filed with the SEBI on February 15, 2021 and is yet to be completed.

Further, AZB & Partners is advising Jubilant FoodWorks on its £24.8 million (US$35m) 100 percent acquisition, via its wholly-owned subsidiary Jubilant FoodWorks Netherlands, of Fides Food Systems Coöperatief UA, which holds 32.81 percent equity shares in DP Eurasia, from Turkish Private Equity Fund II. Partners Ajay Bahl and Anant Dang are leading the firm’s team in the transaction, which was signed on February 19, 2021 and is yet to be completed.

Moreover, AZB & Partners is advising Nadathur Fareast on the Rs14.58 billion (US$201m) sale of its shareholding in Indegene to CA Dawn Investments (Carlyle Group) and Brighton Park Capital, composed of BPC Genesis Fund I SPV and BPC Genesis Fund I-A SPV. Partners Sai Krishna Bharathan and Vivek Bajaj are leading the firm’s team in the transaction, which was signed on January 29, 2021 and is yet to be completed.

Finally, AZB & Partners is advising Asian Development Bank on its acquisition of unlisted, non-convertible debentures aggregating up to Rs1 billion (US$13.8m) to be issued by Global Health, the operator and manager of hospitals across India under the Medanta brand. Partners Gautam Saha and Ambarish Mohanty are leading the firm’s team in the transaction, which was signed on February 12, 2021 and is yet to be completed.

Clifford Chance has advised China Baowu Steel Group on the merger controls and foreign direct investment filings in numerous jurisdictions for its acquisition of a 51 percent stake in Taiyuan Iron & Steel (Group). China Baowu Steel is a state-owned iron and steel company headquartered in Shanghai. With this acquisition, it is now the largest iron and steel company in the world. In 2019, the firm also acted on China Baowu Steel’s acquisition of 51 percent interest in Magang Group. Partner Yong Bai, supported by partners Richard Blewett (Brussels), Anastasios Tomtsis (Brussels), Torsten Syrbe (Moscow) and Itir Ciftci from associate firm CIFTI Law Firm in Istanbul, led the firm’s team in the transaction.

Clifford Chance has also advised HH&L Acquisition, a special purpose acquisition company (SPAC), on its formation, US$414 million IPO and listing in New York. The SPAC targets the healthcare sector and is one of the largest SPAC IPOs by Asian sponsors. Partners Ying White and Fang Liu, supported by New York partners Andrew Epstein and Jeffrey LeMaster, led the firm’s team in the transaction.

Davis Polk has advised New Horizon Health on its IPO and listing in Hong Kong and Rule 144A and Regulation S international offering, which raised gross proceeds of approximately HK$2.04 billion (US$263m), prior to any exercise of the over-allotment option. Founded in November 2015, New Horizon Health is the pioneer in China’s colorectal cancer screening market with ColoClear, its proprietary, non-invasive, multi-target, FIT-DNA test, being the first and only molecular cancer screening test in China approved by NMPA. New Horizon Health’s mission is to advance the innovation and accelerate the adoption of cancer screening technologies in China. Partners Yang Chu and Howard Zhang led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on the Regulation S offering of high-yield notes by Ronshine China Holdings of U$200 million principal amount of 5.5 percent senior notes due 2022. Hong Kong-listed Ronshine China Holdings is a residential property developer in China. Hong Kong partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.

K Law has represented Credit Suisse Funds (CSF) on the petition filed by Hinadri Foods before the National Company Law Appellant Tribunal (NCLAT). The issue stemmed from the company petition filed under Section 7 of the Insolvency and Bankruptcy Code 2016, which was withdrawn by Credit Suisse Funds after a settlement was executed with Himadri. The National Company Law Tribunal (NCLT) Mumbai allowed CSF to withdraw the petition, and granted liberty to mention any defiance of the settlement terms. Himadri failed to comply with the agreement, and CSF filed an application to revive the petition. NCLT allowed the revival of the petition. The order was challenged by Himadri, but the challenge was rejected by the NCLAT on its order dated January 7, 2021. Partners Ayush Agarwala and Aditi Mittal represented the client on the matter, which was valued at approximately Rs41.34 million (US$507.703).

Khaitan & Co has advised Tredegar Corporation on its transfer of 100 percent equity ownership of its subsidiary, Tredegar Film Products India, to Brazilian company Miramar Participações. Through its subsidiaries, Tredegar manufactures and sells polyethylene plastic films, polyester films, and aluminum extrusions worldwide. Partners Rajat Mukherjee and Sarthak Sarin, supported by partner Ritu Shaktawat, led the firm’s team in the transaction, which was signed on August 25, 2020 and was completed on October 30, 2020.

Khaitan & Co has also advised Euromoney Institutional Investor on its global acquisition of WealthEngine, including its Indian subsidiary WealthEngine Software. Euromoney is a global business-to-business information services business, which provides price discovery, essential market intelligence and events. Partners Rajat Mukherjee and Sarthak Sarin led the firm’s team in the transaction, which was completed on December 8, 2020. Perkins Coie, led by Justin Gonzales, also advised Euromoney.

WongPartnership is advising Dymon Asia Private Equity and Emet Grace on the mandatory conditional cash offer for Penguin International. Partners Andrew Ang and Anna Tan led the firm’s team in the transaction, together with partner Christy Lim.

WongPartnership is also acting as Singapore counsel to Shiseido on the divestment of its personal care business to CVC Capital Partners. Partners advising on the matter are Jenny TsinAmeera AshrafTan Shao TongLydia Ong and Chang Qi-Yang.


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