Home Blog Page 16

Latest Deals – February 17, 2021

0

AZB & Partners is advising Internet Fund III, an affiliate of Tiger Global Management, on the more than US$90 million sale of 91 percent shareholding held by Tiger Global and other shareholders in Moonfrog Labs to Stillfront Group AB. Upon completion of the sale, Stillfront will hold 100 percent shareholding of Moonfrog. Partners Ashwath Rau, Nanditha Gopal and Aditya Singh Chandel are leading the firm’s team in the transaction, which was signed on February 1, 2021 and is yet to be completed.

AZB & Partners is also advising the United States International Development Finance Corporation on the long-term loan facility, via an external commercial borrowing, of up to US$50 million provided to Sitara Solar Energy for setting up a 100 MW solar plant in Rajasthan, India. Partners Gautam Saha and Pallavi Meena are leading the firm’s team in the transaction, which was signed on January 25, 2021 and is yet to be completed.

Clifford Chance has advised ANZ and DBS Bank, as joint lead managers, on the issuance of Surbana Jurong Group’s S$250 million (US$188.3m) bond offering under its US$1 billion multicurrency debt issuance programme. The bond, due 2031, is the first Singapore dollar-denominated sustainability-linked bond and the first public sustainability-linked bond issuance by a Southeast Asia-based company. The transaction represents the first Asian sustainability-linked bond to feature a premium step-up at maturity. If certain sustainability goals are not met, Surbana Jurong Group will pay investors a premium payment of 0.75 percent of the redemption amount at maturity. Partner Gareth Deiner led the firm’s team in the transaction.

Clifford Chance has also advised CMB International, as sole global coordinator, on the first issuance of foreign currency-denominated bonds in the China (Shanghai) Pilot Free-Trade Zone (Shanghai FTZ). The issuance of US$66 million 2.6 percent bonds due 2024 by Hong Kong-incorporated GLP China Holdings, the largest owner and operator of modern logistics facilities in China, is also the first Shanghai FTZ bond issued by a non-PRC incorporated entity. The first-of-its-kind Shanghai FTZ bonds provide companies seeking funding with the option to tap both the onshore and offshore capital markets, and with the ability to remit the US dollar denominated bond proceeds out of the Shanghai FTZ without specific restrictions. With the bonds’ denomination in US dollars and governance under English law, the issuance also represents another step in the harmonisation of China’s domestic and offshore bond markets for institutional investors. Partner David Tsai led the firm’s team in the transaction, while Jingtian & Gongcheng advised on Chinese law.

Davis Polk has advised Adagene on its SEC-registered IPO of approximately 7.35 million American Depositary Shares. Each ADS represents one and one quarter (1.25) ordinary shares, par value US$0.0001 per share. Adagene has granted the underwriters an option to purchase up to an additional approximately 1.1 million ADSs. The total gross proceeds for the offering are approximately US$140 million, assuming the underwriters do not exercise their option to purchase any over-allotment ADSs. The ADSs are listed on the Nasdaq. Adagene is a platform-driven, clinical-stage biopharmaceutical company committed to transforming the discovery and development of novel antibody-based cancer immunotherapies. Partners Li He and James Lin, supported by partner David Bauer, led the firm’s team in the transaction.

Davis Polk has also advised the sole dealer manager on the offer by Glory Land to exchange at least certain minimum amount of its outstanding US$455 million 13.5 percent senior notes due 2022 for US$323.7 million principal amount of the company’s 14.25 percent senior notes due 2024, and the company’s solicitation of consents from holders of the old notes to certain amendments to the indenture governing the old notes. The exchange notes also have the benefit of share charges, pledging shares of certain Chinese subsidiaries of the company and the personal guarantees provided by the controlling shareholder of the company and his spouse. Founded in Guangdong Province, China, Glory Land, carrying on business in Hong Kong as “Guorui Properties,” develops residential projects and large-scale, mixed-use complex projects in China. Partner Gerhard Radtke led the firm’s team in the transaction.

J Sagar Associates has advised Advent International, a US-headquartered private equity firm, on the sale of its shares worth approximately Rs15 billion (US$205.8m) in publicly-listed Crompton Greaves Consumer Electricals. The sale of shares, which constitutes approximately 6.06 percent stake in Crompton Greaves Consumer Electricals, was executed through bulk deals on the stock exchanges. Partners Vikram Raghani and Bir Bahadur Sachar led the firm’s team in the transaction.

K Law is advising Paragon Partners Growth Fund II on the private placement and further issuance of shares, whereby Paragon Partners Growth Fund II and NABVENTURED Fund I will acquire 32.54 percent, on a fully diluted basis, in GFM Retail. Partner Alok Sonker is leading the firm’s team in the transaction, which is valued at Rs110 million (US$1.5m) and is expected to be completed on March 28, 2021.

WongPartnership has advised Temasek Holdings on the joint venture with Singapore Exchange to boost digital asset infrastructure in capital markets. Partners Mark Choy and Soong Wen E led the firm’s team in the transaction.

WongPartnership has also acted for Metro Holdings, Lee Kim Tah Holdings and Woh Hup Holdings Aurum Investments on the establishment of Paideia Capital UK Trust fund. Partner Felicia Marie Ng led the firm’s team in the transaction.

Latest Deals – February 10, 2021

0

DEALS

AZB & Partners has advised Cube Highways and Infrastructure I-D, a portfolio company of I Squared Capital, on the Rs3.85 billion (US$52.8m) acquisition by Nelamangala Devihalli Expressway from Lanco Devihalli Highways of an NHAI four-lane toll road connecting Neelamangala and Devihalli in Karnataka-Cube Highways. Partners Gautam Saha, Rajendra Barot and Ambarish Mohanty led the firm’s team in the transaction, which was completed on January 11, 2021.

AZB & Partners has also advised Tata Capital on the Rs12.5 billion (US$171.5m) acquisition by various institutional investors of shareholding in the Tata Capital Growth Fund II set up by Tata Capital. Partners Ashwath Rau and Pallabi Ghosal led the firm’s team in the transaction, which was signed and completed on January 15, 2021.

Clifford Chance has advised global energy company Iberdrola on its acquisition of Japan’s renewable developer, Acacia Renewables KK. Iberdrola has acquired Acacia Renewables and entered into a joint venture with Macquarie’s Green Investment Group to develop a 3.3GW offshore wind portfolio in Japan. The acquisition opens up the opportunity for Iberdrola to enter the Japanese offshore wind market, which is in its early stages and has strong growth potential over the coming decades. Partners Natsuko Sugihara and Yusuke Abe led the firm’s team in the transaction.

Clifford Chance has also advised the joint sponsors and underwriters, including Morgan Stanley, Bank of America and China Renaissance Securities, on short video social platform Kuaishou Technology’s US$5.4 billion IPO and listing in Hong Kong. The IPO is Hong Kong’s largest technology IPO in history, and the world’s largest by a technology company since Uber Technologies’ in 2019. The retail tranche was more than 1,200 times oversubscribed, making it the most oversubscribed deal in Hong Kong. Kuaishou is among the most widely-used social platforms in China, providing short video sharing, live streaming, e-commerce, online marketing and other services. It is the third primary listing in Hong Kong with a weighted voting rights structure. Partners Christine Xu and Fang Liu led the firm’s team in the transaction.

Davis Polk has advised Venus Medtech (Hangzhou) on its placing of more than 18 million new H shares for approximately HK$1.4 billion (US$180.6m). Venus Medtech is the leading transcatheter heart valve medical device company in China. Its self-developed product, VenusA-Valve, is the first TAVR product approved by the NMPA and commercialized in China. The firm also advised Venus Medtech on its HK$2.59 billion (US$334m) IPO and HK$1.2 billion (US$154.8m) placing of new H shares in December 2019 and September 2020, respectively. Hong Kong partner Yang Chu led the firm’s team in the transaction.

Davis Polk has also advised the placing agent on the top-up placement of 28 million new shares in Ocumension Therapeutics for approximately HK$793.8 million (US$102.4m). Ocumension is a China-based ophthalmic pharmaceutical platform company dedicated to identifying, developing and commercializing first- or best-in-class ophthalmic therapies. The firm also advised the underwriters on Ocumension’s HK$1.55 billion (US$200m) IPO in July 2020. Hong Kong partners James Lin and Yang Chu led the firm’s team in the transaction.

K Law has advised Mr PC Pratihari, Director Administration of the Boxing Federation of India (BFI) on two petitions before the Bombay High Court. The BFI president issued a list of Electoral College dated January 20, 2021, where he accepted only one nomination by the Dadra and Nagar Haveli Boxing Association (DNHBA). He also rejected the nomination by the president of the Bengal Amateur Boxing Federation (BABF), while he accepted the nomination by the BABF secretary general. The DNHBA and the BABF challenged the action of the BFI president in separate petitions filed before the Bombay High Court on January 28, 2021. Named as respondents in both petitions were the BFI, the Union of India (through Ministry of Youth Affairs and Sports) and the Returning Officer Justice Rajesh Tandon (Retd). After substantive arguments by all the parties, the Bombay High Court rejected the challenge of BABF and DNHBA in separate orders issued on February 1, 2021. No relief was granted to BABF and DNHBA, and the election scheduled on February 3, 2021 was not stayed. Partners Ayush Agarwala and Aditi Mittal led the firm’s team in advising the client.

Khaitan & Co has acted as domestic counsel to the Indian Railway Finance (IRF) and the President of India, through the India Ministry of Railways, as the selling shareholder, on IRF’s IPO of equity shares aggregating to Rs46.33 billion (US$635.8m). Executive director Sudhir Bassi and partner Madhur Kohli led the firm’s team in the transaction, which was completed on January 29, 2021. Squire Patton Boggs Singapore acted as international counsel to IRF and the selling shareholder. AZB & Partners acted as domestic counsel to DAM Capital Advisors, HSBC Securities and Capital Markets (India), ICICI Securities and SBI Capital Markets, as the book-running lead managers, while Simmons & Simmons acted as international counsel to HSBC.

Khaitan & Co has also advised Happiest Minds Technologies on its 100 percent acquisition of PGS, a US-based digital e-commerce and data management solutions company. A listed Indian Mindful IT company from Moonscape, Happiest Minds enables digital transformation for enterprises and technology providers by delivering seamless customer experiences, business efficiency and actionable insights. Partner Rajiv Khaitan led the firm’s team in the transaction, which was completed on January 29, 2021. Habbu & Park California advised Happiest Minds on the US aspects of the deal, while Shariff Law Firm Texas represented Shashin Shah.

Shearman & Sterling has represented New Metro Global, as the issuer, and Seazen Holdings, as the guarantor, on an offer by New Metro Global to purchase for cash its outstanding 6.5 percent senior notes due 2021 and 7.125 percent senior notes due 2021. The firm also represented New Metro Global, as the issuer, and Seazen Group, as the guarantor, on New Metro Global’s offering of US$404 million 4.5 percent guaranteed senior notes due 2026. New Metro Global operates as a special purpose entity and a subsidiary of Seazen Holdings, a China-based company principally engaged in real estate development and operation. Hong Kong capital markets partner Alan Yeung led the firm’s team in the transaction.

Verist Law has represented Delhi-based microfinance company Satya MicroCapital on its Rs1.53 billion (US$21m) equity raising from Gojo & Company. Registered as an NBFC-MFI, Satya focuses on providing financial services to marginalized sections of the society. This is Gojo’s third equity infusion in the NBFC-MFI in the past one year, taking its shareholding to 49.9 percent from 37 percent earlier. Gojo invested Rs380 million (US$5.2m) in March and another Rs670 million (US$9.2m) in May last year. Gojo is a Japanese firm, which has microfinance subsidiaries in countries, such as Cambodia, Sri Lanka and Myanmar. Founding partner Srishti Ojha led the firm’s team in the transaction, which is one of the biggest fundraisings by a microfinance firm amid pandemic, while at least three others are in the process of raising capital. Newel Law, thru a team headed by managing partner Prateek Mohapatra, represented Gojo.

 


If you would like to publish your deal information here, please send the deal information to thebriefing@inhousecommunity.com

Latest Deals – February 3rd, 2021

0

Ashurst has advised Cambium Grove Capital, as the sole lead arranger, on a HK$500 million (US$64.5m) structured senior facility extended to a real estate holding group. The facility is secured by an ultra-prime real estate in Hong Kong and supported by a number of bespoke credit enhancement arrangements granted by the borrower group. Cambium Grove Capital is an Asia-based asset management platform that invests in alternative credit, private equity and special situation opportunities. Partner Eric Tan led the firm’s team in the transaction.

Ashurst has also advised APG Strategic Real Estate Pool, as a cornerstone investor, on its US$200 million initial commitment to Godrej Build-to-Core II (GBTC II), an offshore pooling vehicle established as a Singapore limited partnership fund, to co-invest alongside Godrej Properties in developing world-class commercial property in prime locations across leading office markets in India. Previously, the firm has also represented APG on its US$150 million investment in GBTC I. The establishment of GBTC II is a continuation of the successful partnership between APG and Godrej following GBTC I, which held its first closing in 2018 and has been fully invested. The initial joint venture platform formed by APG and Godrej in 2012 was one of the first of its kind in the Indian private real estate market, and the deal structure has subsequently been replicated by other foreign institutional investors and Indian developers. Partner Dean Moroz led the firm’s team in the transaction.

AZB & Partners is advising Tata Consultancy Services (TCS) on its acquisition, thru Tata Consultancy Services Netherlands, of 24 percent shareholding of GE in Tata Consultancy Services Saudi Arabia, a joint venture between TCS (76 percent) and GE (24 percent). After the acquisition, TCS will hold 100 percent stake in Tata Consultancy Services Saudi Arabia. Partner Nilanjana Singh is leading the firm’s team in the transaction, which was signed on January 12, 2021 and is yet to be completed.

J Sagar Associates has advised Godrej Fund Management (GFM), the real estate private equity arm of Godrej Group, on setting up the US$500 million Build-To-Core-II platform (GBTC II). The platform, which will be managed by GFM, will invest in developing Grade-A office buildings at leading key markets in India. Dutch fund APG Strategic Real Estate Pool has invested in the platform, with co-investment from Godrej Group. Partners Rupinder Malik and Rajul Bohra led the firm’s team in the transaction.

J Sagar Associates has also advised A91 on a Series B round investment in Exotela cloud telephony company. The transaction consisted of a primary investment and a secondary purchase of shares. A91’s primary investment was part of the Series B round of financing raised by Exotel. As part of the secondary transaction, A91 purchased shares from early angel investors, including the Mumbai Angels. Exotel provides communication technology to enterprises, through its platform as a service with private cloud infrastructure and connectivity to telecoms globally. A91’s investment and Exotel’s success are both a reflection of the accelerated growth of digital adoption witnessed during the COVID-19 pandemic. Partners Probir Roy Chowdhury and Tony Verghese led the firm’s team in the transaction, which was valued at Rs400 million (US$5.5m).

Khaitan & Co is advising Metro on the Indian leg of the acquisition by Wipro of former IT units of Metro, in a multi-year strategic digital and IT partnership deal. These former IT units include Metro-nom and Metro Systems Romania, based in Germany and Romania, respectively. The deal will also see over 1,300 employees in Germany, India, and Romania transferred to Wipro. Metro operates 678 wholesale stores under the Metro and Makro brands. The company also develops digital solutions and offers food delivery services. Wipro operates as an IT, consulting and business process services company worldwide. The deal is initially intended to run for a period of five years. The parties have also expressed an intention to extend the strategic partnership by four additional years. Partner Rabindra Jhunjhunwala, supported by partners Anshul Prakash and Ritu Shaktawat and executive director Dinesh Kumar Agrawal, is leading the firm’s team in the transaction, which was announced on December 22, 2020 and is expected to be completed on April 30, 2021. Baker & McKenzie acted as Metro’s global counsel.

Khaitan & Co is also advising Aditya Birla Fashion and Retail (ABFR) on the US$54.54 million proposed acquisition, via a capital contribution, of a majority interest in Sabyasachi Couture. A part of the US$48.3 billion Indian multinational Aditya Birla Group, ABFR emerged after the consolidation of the branded apparel businesses of Aditya Birla Group in May 2015. Partners Arindam Sarkar and Suhana Islam Murshedd, supported by partner Shailendra Bhandare, are leading the firm’s team in the transaction, which was signed on January 27, 2021 and is expected to be completed on February 28, 2021. Shardul Amarchand Mangaldas also advised on the deal.

Shearman & Sterling has represented Guotai Junan Securities (Hong Kong) (GJS) and Haitong International Securities (HIS), as the dealer managers, on the exchange offer by Guangzhou Fineland Real Estate Development (GFRED) of any and all of its outstanding 13.5 percent senior notes due 2021 for 13.6 percent senior notes due 2023. In connection with the exchange offer, the company issued US$236.25 million 13.6 percent senior notes due 2023. The firm also represented GJS, HIS, China CITIC Bank International, Morgan Fuel Go Securities and Orient Securities (Hong Kong), as the initial purchasers, on GFRED’s concurrent new money offering of US$103.75 million 13.6 percent senior notes due 2023. Founded in 1993, GFRED is headquartered in Guangzhou, China and operates as a real estate development company. The company develops and markets residential areas, office buildings, hotels, restaurants and other related areas. Hong Kong capital markets partner Alan Yeung led the firm’s team in the transaction.

Sullivan & Cromwell (Hong Kong) is representing Sequoia China on its consortium agreement with Ocean Link (China), Kunpeng Asia (Hong Kong) and Ocean Kunpeng (Cayman Islands), under which the consortium intends to make voluntary general offers for all issued H shares and domestic shares of Zhejiang New Century Hotel Management (China) at an offer price of HK$18.15 (US$2.34) per H share and Rmb15.18 (us$2.35) per domestic share, valuing the company at approximately HK$5.1 billion (US$657.86m). Corporate partners Kay Ian Ng (Hong Kong) and Gwen Wong (Beijing) are leading the firm’s team in the transaction, which was announced on January 18, 2021.


 

 

Send your latest deals to thebriefing@inhousecommunity.com

Deals – November 18, 2020

0

Allen & Gledhill has advised Frasers Centrepoint Asset Management, as manager of Frasers Centrepoint Trust (FCT), on the acquisition of approximately 63.1 percent of the total issued share capital of Asiaretail Fund (ARF), and on the proposed divestment of the property currently known as Bedok Point. As part of the acquisition, the firm advised on the equity fund raising to raise gross proceeds of approximately S$1.33 billion (US$989m). Upon completion of the acquisition of ARF, FCT will be among the largest suburban retail mall owners in Singapore. Additionally, after the equity fund raising, FCT is expected to be among the top ten largest S-REITs by market capitalisation. Joint managing partner Jerry Koh and partners Lyn Wee, Eudora Tan and Chua Bor Jern led the firm’s team in the transaction.

Allen & Gledhill has also advised Sequoia Capital India, as co-lead investor, on the US$22.5 million Series A financing of ShopUp, a Bangladesh-based business-to-business (B2B) commerce platform offering B2B sourcing, logistics, digital credit and other business management solutions to micro, small and medium-sized enterprises. Julian Ho led the firm’s team in the transaction, which was Bangladesh’s largest Series A funding round and is Sequoia Capital India’s first investment in Bangladesh.

Ashurst has advised Infrastructure Development Company, the OPEC Fund for International Development and the Islamic Corporation for the Development of the Private Sector on the US$64 million financing to Feni Lanka Power for the development, construction, installation, operation and maintenance of a 114MW HFO power project in Feni, Chattogram, Bangladesh. Feni Lanka Power is a subsidiary of Lakdhanavi, the largest independent power producer in Sri Lanka. Partner Alfred Ng, supported by partner Andrew Digges, led the firm’s team in the transaction.

Ashurst has also advised Merrill Lynch (Asia Pacific), as the sole global coordinator, sole book-runner and sole lead manager, on the HK$775 million (US$100m) guaranteed convertible bonds issued by Dreambeyond Holdings, a subsidiary of Hong Kong-listed iDreamSky Technology Holdings. The issued bonds, guaranteed by iDreamSky, are convertible into the ordinary shares of iDreamSky, with the convertible bonds listed in Singapore. Based in Shenzhen, China, iDreamSky is a mobile gaming platform founded in 2011. The firm also worked on the stock borrow arrangements, in connection with the convertible bonds. Partner Jini Lee, supported by partners Frank Bi, Priscilla Chen and Ben Hammond, led the firm’s team in the transaction.

AZB & Partners has advised AAK on the acquisition by its subsidiary AarhusKarlshamn Holding of the remaining 31 percent shareholding of AAK Kamani. Partner Nilanjana Singh led the firm’s team in the transaction, which was completed on October 22, 2020.

AZB & Partners is also advising Deccan Fine Chemicals (India) and Deccan Fine Chemicals USA on their acquisition of a more than 51 percent controlling interest in the Escientia group, composed of Escientia Life Sciences, Escientia Advanced Sciences and Escientia Biopharma. Partners Ashwath Rau, Anand Shah, Atreya Bhattacharya, Vivek Bajaj and Veena Gopalakrishnan are leading the firm’s team in the transaction.

Baker McKenzie has advised Gaw Capital Partners and a consortium of institutional investors, including Schroder Pamfleet, on the HK$9.845 billion (US$1.27b) acquisition of CityPlaza One from Swire Pacific and Swire Properties. This acquisition of the 21-storey Grade A office tower further expands Gaw Capital’s asset holdings in Hong Kong’s Eastern District, after purchasing portions of CityPlaza Three and Cityplaza Four in 2018, and 625 King’s Road in 2019. M&A/PE partners Tracy Wut and Derek Poon, supported by partners Debbie Cheung (property), Shiu Man Wan (property) and Simon Leung (banking), led the firm’s team in the transaction.

Davis Polk has advised the managers on an issuance of US$500 million Regulation S offering by Yancoal International Resources Development of its 3.5 percent senior guaranteed bonds due in 2023. The bonds are guaranteed by Yanzhou Coal Mining, an international integrated energy group and one of the largest coal producers in China and a leading pure-coal producer in Australia. Hong Kong partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.

Davis Polk has also advised the managers on a US$500 million Regulation S only offering by China SCE Group Holdings of its seven percent senior notes due 2025. Hong Kong-listed China SCE Group Holdings is a Chinese real estate developer headquartered in Shanghai as its development base for carrying out its national development strategy. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.

Eversheds Sutherland has acted as transaction counsel to Siegfried Service on a US$1 billion securitisation tap programme. The trade obligors are high-end consumer and retail brands from across the US and Europe. The first stage of the transaction funded in September 2020, with the second stage in October 2020. Further note issuances under the programme are likely in the coming months. Tap programmes are generally seen in medium term note bond issuances. It is less common for them to be used to securitise trade receivables. A tap programme allows the issuer to make the notes available to investors when market conditions are most favourable, while minimising transactional and other costs. The securitisation tap programme gives Siegfried increased flexibility, together with liquidity and credit enhancement, enabling it to go to market faster and execute trades. Fasanara Capital was the arranger and note trustee. Kingsley Ong, head of Asia structured finance, led the firm’s team in the transaction. Ogier advised on Cayman law. Citicorp International, the registrar, principal paying agent and transfer agent, was advised by Tiang & Partners.

Khaitan & Co has advised Brookfield Asset Management, an alternative asset management company focusing on real estate renewable power infrastructure and private equity, on its acquisition of select assets of the RMZ Group, equivalent to 12.5 million square feet of office and co-working assets, having a total enterprise value of US$2.1 billion. This is the largest deal in the Indian real estate industry. Corporate partners Aakash Choubey, Aashutosh Sampat and Sanjay Khan Nagra, supported by partners Mehul Shah (corporate restructuring), Anisha Chand (competition), Harsh Parikh (real estate), Sudheer Madamaiah (real estate), Abhiraj Gandhi (real estate), Siddharth Srivastava (banking and finance), Shailendra Bhandare (intellectual property), executive director Dinesh Kumar Agrawal (indirect tax) and director Vinita Krishnan (direct tax), led the firm’s team in the transaction. Cyril Amarchand Mangaldas and AZB & Partners advised the RMZ Group.

Kudun and Partner has advised Nex Point on its investment and penetration into the electric vehicle business focusing on public bus, through the acquisitions of partial equity interest from the existing shareholders in two target companies: (i) Beli Service – a provider of preventive maintenance and repair of natural gas air-conditioned buses – with a deal value of β260 million (US$8.6m), and (ii) Absolute Assembly – owned by a Hong Kong-registered manufacturer, assembler and seller of electric buses and diesel buses, electric minibuses and electric vans, with a maximum production capacity of 3,000 cars per year – with a deal value of β218.25 million (US$7.2m). Both acquisitions will enable Nex Point to enhance its competitiveness and provide an opportunity to expand the market into a full-service passenger bus business.

Maples Group has acted as Cayman Islands counsel to Boqii Holding on its IPO of seven million American depositary shares, representing its Class A ordinary shares, and listing in New York. Boqii is the largest pet-focused platform in China, offering a one-stop destination for pet parents in China to purchase products for their pets. The offering, which closed on October 2, 2020, raised approximately US$70 million. Partner Derrick Tan led the firm’s team in the transaction, while Davis Polk & Wardwell advised as to US law and Commerce & Finance Law Offices advised as to Chinese law. The underwriters were represented by Cleary Gottlieb Steen & Hamilton as to US law and by Jingtian & Gongcheng as to Chinese law.

Maples Group has acted as Cayman Islands counsel to ZTO Express (Cayman) on its global offering of 45 million Class A ordinary shares and secondary listing in Hong Kong. Listed in New York since November 2016, ZTO is China’s leading express delivery service provider, based on total parcel volume. The offering, which closed on September 29, 2020, raised approximately HK$9.81 billion (US$1.26b). Karen Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates acted as Hong Kong and US counsels and Global Law Office Shanghai acted as Chinese counsel. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel and JunHe acted as Chinese counsel to Goldman Sachs (Asia), as the sponsor, and to the underwriters.

Norton Rose Fulbright has advised Pavilion Energy Trading & Supply (Pavilion ETS), a wholly-owned subsidiary of Pavilion Energy, on the world’s first LNG sale and purchase agreement (SPA) with carbon neutral ambitions. Pavilion ETS and QP Trading (Qatar Petroleum) announced on November 9, 2020 a 10-year LNG SPA for the supply of up to 1.8 million tonnes of LNG per year to Singapore from 2023. Each LNG cargo delivered under this agreement will be accompanied by a statement of its greenhouse gas emissions measured from well to discharge port. Pavilion Energy is a wholly-owned subsidiary of Temasek. Headquartered in Singapore, its fully-integrated energy business encompasses a downstream and marine business, global LNG trading, shipping and optimisation, upstream investments and energy hedging and financial solutions. Pavilion Energy supplies a third of Singapore’s industrial natural gas demand and is a licensed LNG importer and LNG bunker supplier for Singapore. Partners Ben Smith (Singapore) and Andrew Hedges (London) led the firm’s team in the transaction.

O’Melveny has advised Simcere Pharmaceutical Group on its recent IPO and listing in Hong Kong. The IPO size was approximately HK$3.57 billion (US$460.5m), prior to the exercise of the over-allotment option. Assuming full exercise of the over-allotment option, the offering size will be approximately HK$4.11billion (US$530m). Simcere is engaged in the R&D, production and commercialization of pharmaceuticals that currently is primarily focused on generic pharmaceuticals. It has a diversified product portfolio in areas of oncology, central nervous system diseases and autoimmune diseases. Simcere was listed in New York from 2007 to 2013. It is the first pharmaceutical company with both biologics and small molecule drugs in China listed in New York. Morgan Stanley and CICC were the joint sponsors and the leading underwriters. The other underwriters also include UBS, CMB and CNCB. Partners Ke Geng and Ke Zhu led the firm’s team in the transaction, while William Ji & Co, in association with Tian Yuan Law Firm Hong Kong Office, advised on Hong Kong law and Tian Yuan Law Firm Hong Kong Office advised on Chinese law.

O’Melveny has also represented JP Morgan, BofA Securities, CICC and Haitong International, as joint sponsors, and other underwriters on the approximately HK$12.94 billion (US$1.7b) secondary listing of GDS Holdings in Hong Kong. If the over-allotment option is exercised in full, the offering size will increase to approximately HK$14.88 billion (US$1.92b). Listed on the Nasdaq since November 2, 2016, GDS Holdings is the largest China-based carrier-neutral data center service provider. GDS has a 19-year track record of successful service delivery and nationwide presence in China. Its homecoming listing in Hong Kong on the fourth anniversary of its Nasdaq IPO was widely welcomed by investors at home and abroad. The Hong Kong offer shares and the international offer shares were oversubscribed for 6.4 and 8.4 times, respectively. Partners Ke Geng, Edwin Kwok, Ke Zhu and John-Paul Motley led the firm’s team in the transaction.

Skadden has advised Meituan, China’s leading e-commerce platform for services, on its offering of US$750 million principal amount of 2.125 percent senior notes due 2025 and US$1.25 billion principal amount of 3.05 percent senior notes due 2030. This is Meituan’s first ever US$-denominated notes offering. The notes will be listed in Hong Kong. The firm also advised Meituan on its US$4.2 billion IPO in Hong Kong in September 2018. Hong Kong corporate partners Julie GaoEdward LamChristopher Betts and Shu Du and Sydney partner Adrian Deitz, supported by tax partners Sally Thurston and Victor Hollender, and investment management partner Michael Hoffman (New York), led the firm’s team in the transaction.

WongPartnership has acted for Mendel Gluck and Moussa Salem on HC/S 663/2020, a dispute on the ownership and affairs of Singapore company SLI Developments, owner of a stake in a joint venture with the government of Sri Lanka. The joint venture, MG Sugars Lanka, was incorporated to channel US$100 million investments to rehabilitate the Kantale Sugar Factory in Sri Lanka. MG Sugars was previously embroiled in a dispute with the Sri Lanka government over, among other things, the leases of land parcels, which culminated in an arbitration in Singapore administered by the Singapore International Arbitration Centre. Several of the parties in HC/S 663/2020 are also involved in various ongoing litigations before the Sri Lankan Courts in relation to the affairs of MG Sugars. Partner Koh Swee Yen led the firm’s team in the transaction.

WongPartnership is also acting for Mr Mustaq Ahmad, the founder of Mustafa Centre, on multiple minority oppression suits brought against him and his immediate family members by their extended family members. The suits relate to the operation and management of the business’ holding company, Mohamed Mustafa & Samsuddin. Alvin Yeo and partners Koh Swee YenTiong Teck Wee and Joel Quek led the firm’s team in the transaction.

Search our deals database here

Deals – November 11, 2020

0

Allen & Gledhill is advising Mapletree Logistics Trust Management, as manager of Mapletree Logistics Trust (MLT), on its US$1.07 billion proposed acquisition of 22 properties in China, the entire sub-lease over Mapletree Logistics Hub-Tanjong Pelepas in Malaysia, and Mapletree Logistics Park Bac Ninh Phase 3 in Vietnam. The acquisition of the properties in China will expand MLT’s footprint to a total of 30 assets across 20 cities, with access to an aggregate population base of over 110 million people. The acquisition of the sub-lease in Malaysia will establish MLT’s presence in the free trade zone of the Port of Tanjung Pelepas, the third largest container port in South-east Asia. The acquisition of the property in Vietnam will deepen MLT’s presence in Bac Ninh, one of the top industrial hubs in Northern Vietnam. The firm is also advising MLT and the manager on the S$644.1 million (US$477.6m) equity fund raising. Joint managing partner Jerry Koh and partners Chua Bor Jern and Teh Hoe Yue led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Bank, Standard Chartered Bank (Singapore) and United Overseas Bank, as the joint lead managers, on the issue of S$200 million (US$149m) 3.75 percent notes due 2025, comprised in Series 003 under the S$500 million (US$371m) multicurrency debt issuance programme established by The Straits Trading Company. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted as Indonesian counsel to JP Morgan (SEA) and UBS AG Singapore Branch, as the dealer managers, on Alam Sutera Realty’s exchange of two series of US dollar denominated notes amounting to US$115 million and US$ 370 million. The issuance is an exchange offer of its existing notes amounting to US$115 million 11.5 percent due 2021, and US$370 million 6.625 percent due 2022, with new due date in 2024 and 2025. Partner Putu Suryastuti led the firm’s team in the transaction, which closed on November 2, 2020.

AZB & Partners is advising O2 Partners on its acquisition of more than 50 percent controlling stake in OrthoLite India, a joint venture between O2 Partners and Farida Shoes. Partners Ashwath Rau and Jasmin Karkhanis are leading the firm’s team in the transaction, which was signed on October 23, 2020 and is yet to be completed.

AZB & Partners is also advising ICICI Lombard General Insurance on the demerger, under a scheme of arrangement, of the general insurance business of Bharti AXA General Insurance into ICICI Lombard. Partner Bharat Budholia is leading the firm’s team in the transaction, which was signed on August 21, 2020 and is yet to be completed.

Baker McKenzie has advised SK Holdings on the successful private placement of shares in ESR Cayman for HK$3.15 billion (US$406m), before transaction costs. Following the completion of the placing, SK remains one of the key shareholders of ESR. Korea-listed SK and its subsidiaries are engaged in the energy, telecom and semiconductors business. Hong Kong-listed ESR is the largest logistics real estate operator in Asia Pacific, with business covering China, Japan, Singapore, South Korea, Australia and India. The proceeds from the sale will be used to finance SK’s expansion in areas, such as biopharmaceuticals, semiconductors, rechargeable batteries, big data and artificial intelligence. Merrill Lynch (Asia Pacific) and Morgan Stanley & Co International acted as SK’s placing agent. Asia Pacific capital markets practice head partner Ivy Wong, in collaboration with principal Kenny Kwan of member firm Baker McKenzie Wong & Leow in Singapore, led the firm’s team in the transaction.

Baker McKenzie‘s Thailand member firm has advised FWD Group on the integration of FWD Life Insurance and SCB Life Assurance, the insurer’s life insurance subsidiaries in Thailand. The deal marks Thailand’s first amalgamation between life insurance companies. The newly formed company, which will still be known as FWD Life Insurance, will become the market leader for the new businesses and the second largest life insurance company in Thailand, in terms of total premiums. Corporate and M&A partner Sumet Orsirivikorn, supported by partner Amnart Pitakgorn, led the firm’s team in the transaction, which has a total deal size of over US$3 billion and was completed on October 1, 2020.

CNPLaw has advised a selling shareholder on the divestment of his entire equity interests in a Singapore accounting and corporate services firm, and on his consultancy arrangement, which is ancillary to the sale and purchase of shares. This acquisition allows the European purchaser to gain a foothold in the accounting and corporate services sector in Singapore. Partner Ken Chia led the firm’s team in the transaction.

CNPLaw has also advised leading end-to-end technology distributor Tech Data on its acquisition of the Innovix group of companies, a member of the Jardine Matheson Group. Headquartered in Hong Kong, Innovix is a leading regional IT distributor with more than 8,000 channel partners in Asia. The acquisition will enhance Tech Data’s vendor portfolio, increase its customer base and strengthen its end-to-end solutions capabilities. Partner Wong Pei-Ling led the firm’s team in the transaction.

Davis Polk has advised the underwriters on the IPO of JW (Cayman) Therapeutics in Hong Kong and a Rule 144A and Regulation S international offering and listing. The gross proceeds from the offering amounted to approximately HK$2.33 billion (US$300.5m), prior to any exercise of the over-allotment option. JW (Cayman) Therapeutics is a leading clinical and pre-clinical stage cell therapy company in China. Since its founding in 2016 by Juno and WuXi AppTec, it has built an integrated platform focused on developing, manufacturing and commercializing breakthrough cell-based immunotherapies for hematological cancers and solid tumors. Partners Yang Chu and Li He led the firm’s team in the transaction.

Davis Polk has also advised Duddell Street Acquisition on its US$175 million IPO of 17.5 million units. Each unit had an initial offering price of US$10, and consists of one Class A ordinary share and one-half of one redeemable warrant. The units, the shares and the warrants are listed on the Nasdaq. The company is a newly incorporated special purpose acquisition company formed to effect an initial business combination, and intends to focus on global companies in telecom, media and technology, healthcare, fintech and consumer sectors with compelling Asian growth potential. Partners Derek Dostal and Deanna Kirkpatrick, supported by partner William Curran, led the firm’s team in the transaction.

J Sagar Associates has advised CK Lifestyle on its franchise, supply and development arrangement with Ladurée International and Patisserie.E Ladurée, part of Groupe Holder, the owner of other brands, such as Chateau Blanc, PANAPRO, Panétude-Pandéco and Paul. With a history of over 150 years, the luxury French bakery Ladurée is one of the world’s best-known sellers of macarons and other patisserie offerings. CK Lifestyle plans to roll-out up to 20 bakeries and restaurants over the next five years across India. Partners Upendra Nath Sharma and Rishabh Gupta led the firm’s team in the transaction.

Khaitan & Co has advised Power Finance on the approximately Rs20.7 billion (US$278.3m) rupee term loan to Vapi II-North Lakhimpur Transmission for, among others, setting-up and implementing a transmission system of Western Region Strengthening Scheme-XIX (WRSS XIX) and North Eastern Region Strengthening Scheme-IX (NERSS-IX), with route length of approximately 176 kilometers. Partner Siddharth Srivastava led the firm’s team in the transaction, which was completed on October 29, 2020.

Khaitan & Co has also advised Manjushree Technopack on its acquisition, via business transfer on a slump sale basis, of the entire B2B business of Pearl Polymers, a leading manufacturer of rigid packaging and house-ware products since 1984. Manjushree Technopack provides integrated packaging solutions to its customers with innovative cutting-edge technologies. It manufactures and sells, both domestically and internationally, PET/ plastics preforms and containers. Advent International, a US-based private equity firm, holds majority shareholding in Manjushree Technopack. Partner Aashutosh Sampat, supported by partners Devendra Deshmukh, Shailendra Bhandare and Anshul Prakash, led the firm’s team in the transaction. J Sagar Associates also advised on the deal.

K&L Gates’ Hong Kong and London offices have represented leading global genetics and diagnostic health testing company Prenetics and its wholly-owned UK subsidiary DNAFit on its acquisition of Oxsed. The deal closed on October 29, 2020. Oxsed is an Oxford University spin-off, which developed the Oxsed RaViD test technology that provides COVID-19 test results within 15 to 30 minutes. Oxsed is led by two Chinese professors at Oxford University: chemical engineer Prof Cui Zhanfeng and synthetic biologist Prof Huang Wei, who recently won a President’s Special Award for Pandemic Service from the UK Royal Academy of Engineers in recognition of “exceptional engineering achievements in tackling COVID-19 throughout the UK”. The Oxsed RaViD tests are already in use at London’s Heathrow airport, and are undergoing a two-week trial at the Hong Kong International Airport. Hong Kong corporate partner Willian Ho, supported by London corporate partner Richard Dollimore, tax partner Giles Bavister and regulatory partner Jennifer Marsh, led the firm’s team in the transaction.

Maples Group has acted as Cayman Islands counsel to Ninebot on the first listing of Chinese depositary receipts (CDRs) in the Shanghai Stock Exchange Science and Technology Innovation Board (STAR Market). The offering, which closed on October 29, 2020, was a listing of 70.4 million CDRs that raised approximately Rmb1.33 billion (US$201m). A Beijing-based company incorporated in the Cayman Islands, Ninebot is an electric scooter producer backed by, among others, Xiaomi. It is the first foreign-registered company with a variable-interest entity structure to list CDRs on a stock exchange in Mainland China. The dual class offering on the STAR Market consisted of a weighted voting rights shares structure, whereby Ninebot’s share capital would comprise Class A Shares (listed) and Class B Shares (unlisted). The listing is expected to open the gateway for other foreign-registered enterprises to seek similar listings in China. Hong Kong corporate and finance partner Everton Robertson led the firm’s team in the transaction, while Zhong Lun Law Firm (Beijing Office) advised on Chinese legal matters. Guotai Junan Securities, the sponsor and lead underwriter, was advised by King & Wood Mallesons as to Chinese law.

Maples Group has also acted as Cayman Islands counsel to Lixiang Education Holding on its IPO of approximately 3.33 million American depositary shares, representing its ordinary shares, and listing on the Nasdaq. Lixiang Education is one of the top ten providers of private primary and secondary school education in Zhejiang Province, China, by students enrolled on a monthly average basis for the 2019/2020 school year. The offering, which closed on October 5, 2020, raised approximately US$30 million. Partner Derrick Kan led the firm’s team in the transaction, while Hogan Lovells advised as to US law and DeHeng Law Offices advised as to Chinese law. The underwriters were represented by Wilson Sonsini Goodrich & Rosati as to US law and by Commerce & Finance Law Offices as to Chinese law.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Viking Offshore and Marine on its disposal of shares in Viking Facilities Management & Operations. Partners Danny LimCynthia Wu and Jovn Choi led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised Kora Investments I on its approximately Rs3.79 billion (US$51m) investment, with a Chinese wall arrangement, in Zomato. As part of the transaction, Kora subscribed to compulsorily convertible cumulative preference shares of Zomato, acquiring approximately 1.5 percent of the equity stake in Zomato. Partner Jay Gandhi, supported by partner Gauri Chhabra, led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has also advised Kotak Mahindra Capital, Axis Capital, Citigroup Global Markets India, DSP Merrill Lynch, ICICI Securities, JM Financial, SBI Capital Markets, Investec Capital Services (India), JM Financial Services, Kotak Securities and SBICAP Securities, as the underwriters, on the IPO of the equity shares of UTI Asset Management, through an offer for sale by State Bank of India, Life Insurance Corporation of India, Punjab National Bank, Bank of Baroda and T Rowe Price International. The deal is valued at approximately US$295 million, and the date of listing was October 12, 2020. National practice head Prashant Gupta and partners Nikhil Naredi and Monal Mukherjee led the firm’s team in the transaction. Cyril Amarchand Mangaldas Mumbai advised UTI Asset Management. Cravath, Swaine & Moore advised the book-running lead managers as to US securities law. Khaitan & Co advised State Bank of India, Life Insurance Corporation of India, Punjab National Bank, Bank of Baroda and T Rowe Price International.

Skadden has advised Hong Kong-listed E-House China Holdings on the completion of a series of agreements with Alibaba Group; Sina.com and its affiliate; and Mr Zhou Xin, the executive chairman of both E-House and Leju Holdings, and certain of his affiliated entities. Pursuant to the agreements, E-House has issued new shares and a convertible note to Alibaba Group for approximately US$240 million. E-House also entered into a business cooperation agreement with Alibaba Group, pursuant to which the two parties will cooperate in areas, including online-offline real estate transaction, digital marketing and after-sale services, with the goal of enhancing the digital and intellectual capabilities of the real estate service industry. E-House has also acquired a majority interest in Nasdaq-listed Leju Holdings from Sina.com, Mr Zhou Xin and their affiliated entities at a valuation of US$520 million. Hong Kong partner Christopher Betts led the firm’s team in the transaction.

Skadden has also advised New Oriental Education & Technology Group, the largest provider of private educational services in China, on its secondary listing in Hong Kong. New Oriental offered 8.51 million shares at HK$1,190 (US$153.50) per share, for a total offer value of approximately HK$10.13 billion (US$1.3b), assuming the underwriters do not exercise their over-allotment option. New Oriental’s American depositary shares, each representing one common share of the company, will continue to be listed and traded in New York. The Hong Kong-listed shares will be fully fungible with the ADSs listed in New York. Hong Kong partners Julie GaoChristopher Betts and Paloma Wang and Shanghai partner Haiping Li led the firm’s team in the transaction.

S&R Associates has represented JM Financial, Edelweiss Financial Services and IIFL Securities, as the book-running lead managers, on the Rs5.17 billion (US$69.5m) IPO by Equitas Small Finance Bank, a leading small finance bank in India with the largest number of banking outlets. Partners Sandip Bhagat and Jabarati Chandra led the firm’s team in the transaction.

WongPartnership has acted for IPGL, Singlife’s largest shareholder, on its S$3.2 billion (US$2.4b) merger with Aviva Singapore. Partner Mark Choy led the firm’s team in the transaction.

WongPartnership has also acted for Temasek Holdings on the investment by the Asian Development Bank into Clifford Capital Holdings, a Temasek-backed specialist financing and distribution platform for infrastructure and other real assets globally, headquartered in Singapore. Managing partner Ng Wai King and partner Kyle Lee led the firm’s team in the transaction.

Search our deals database here

Deals – November 4, 2020

0

Allen & Gledhill has acted as transaction counsel to Nanofilm Technologies International on its IPO and listing in Singapore. The IPO, together with a concurrent offering to cornerstone investors, is expected to raise gross proceeds of S$470.1 million (US$345m), up to S$510.1 million (US$374.2m) if the over-allotment option is exercised. Nanofilm is a leading provider of nanotechnology solutions in Asia, and the first nanotechnology solutions provider to be listed in Singapore. The IPO is one of the largest non-REITs listings in Singapore in years, with Nanofilm having a market capitalisation of approximately S$1.705 billion (US$1.25b) upon its listing. The firm also advised Dr Shi Xu, Mr Lee Liang Huang and Dr Wei Hao, the vendors, on the offering of shares. Partners Tan Tze Gay, Rhys Goh and Wu Zhaoqi led the firm’s team in the transaction.

Allen & Gledhill has also advised ARA Trust Management (Suntec), as manager of Suntec Real Estate Investment Trust (Suntec REIT), on the S$200 million (US$147m) issue of perpetual securities by HSBC Institutional Trust Services (Singapore), as trustee of Suntec REIT, under the US$2 billion euro medium term securities programme by Suntec REIT MTN and the Suntec REIT trustee. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners is advising Delta Pleasure Cruise, a wholly-owned subsidiary of Delta Corp, on its approximately Rs155 million (US$2.1m) acquisition of 45 percent of the equity share capital of Waterways Shipyard. Partners Ashwath Rau and Kashish Bhatia are leading the firm’s team in the transaction, which was signed on October 22, 2020 and is yet to be completed.

AZB & Partners is also advising Wipro on its approximately Rs950 million (US$12.8m) acquisition of up to 100 percent shareholding of Encore Theme Technologies. Partners Srinath Dasari and Bhuvana Veeraragavan are leading the firm’s team in the transaction, which was signed on October 28, 2020 and is yet to be completed.

Bird & Bird ATMD has acted for Singapore-listed LCT Holdings on the voluntary conditional cash offer made for its shares, pursuant to the Singapore Code on Take-overs and Mergers. This approximately S$21 million (US$15.4m) offer to take the company private was made by LCT Holdings co-founder Dr Du Junhong, through investment vehicle Superior Partners. Partner Marcus Chow led the firm’s team in the transaction.

Clifford Chance has acted as English and US law counsel to SDIC Power Holdings, a leading power generation company in China, on its offering and listing in London of global depositary receipts, representing its Shanghai-listed A shares, via the Shanghai-London Stock Connect. Each GDR was priced at US$12.27. The offering raised gross proceeds of US$200.6 million, which may be increased to US$220.7 million, if the over-allotment option is exercised in full. SDIC Power operates a diversified portfolio of projects across hydropower, coal-fired power, wind power and solar power. Among all power generation companies currently listed in China, the company is the third largest hydropower company, in terms of consolidated hydro installed capacity. Partners Jean Thio (Singapore) and Simon Thomas (London), supported by partner Christopher Roe (London), led the firm’s team in the transaction.

Davis Polk has advised the initial purchasers on the Rule 144A/Regulation S offering by Meituan of US$750 million 2.125 percent senior notes due 2025 and US$1.25 billion 3.05 percent senior notes due 2030. Hong Kong-listed Meituan is China’s leading e-commerce platform for services. It focuses on a “food + platform” strategy to drive value propositions for both consumers and merchants, and is a pioneer of the service e-commerce model globally. Partners Li He and Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the underwriters on a Regulation S offering by Hubei Science & Technology Investment Group (Hong Kong), a wholly-owned subsidiary of Hubei Science & Technology Investment Group, of US$300 million 2.9 percent guaranteed bonds due 2025. Hubei Science & Technology Investment Group is the primary platform used by the Wuhan Municipal Government to manage the East Lake High-tech Zone, with strategic focuses on the construction of infrastructure, investment in strategic industries, provision of services to small-and-medium enterprises and the operation and management of state-owned assets. Since its establishment, Hubei Science & Technology Investment Group has been designated as the main financing and investment platform of the East Lake High-tech Zone. Partner Gerhard Radtke led the firm’s team in the transaction.

Gatmaytan Yap Patacsil Gutierrez & Protacio, a member firm of Rajah & Tann Asia, has acted for Stellar on the sale of its Philippine BPO companies to the Probe Group. The sale was in connection with the Stellar-Probe merger, which created the largest and most diverse Australian-owned customer experience outsourcing provider. Partner Norge Patacsil led the firm’s team in the transaction.

Howse Williams has acted as Hong Kong counsel to Vantage International (Holdings) on its privatization, via scheme of arrangement proposed by its controlling shareholder. Vantage was subsequently delisted in Hong Kong on October 22, 2020. The Vantage’s scheme shareholders received, for each Vantage share, a cash consideration of HK$0.90 (US$0.116). On this basis, the proposed privatisation involved a total consideration of approximately HK$547 million (US$70.6m). Vantage engages in contract works, property investment and property development, and financing in Hong Kong. Corporate partner Brian Ho led the firm’s team in the transaction.

K Law has advised Axis Bank, as the sole member of the Committee of Creditors, on the corporate insolvency resolution process of Payne Realtors, including the negotiation on the resolution plans. The resolution plan submitted by City Gold Entertainment has been approved by the NCLT and is being implemented. Partner Aditi Mittal led the firm’s team in the transaction, which was valued at US$4.1 million and was completed on August 24, 2020. Khaitan & Co represented the resolution professional and PWC, the resolution advisors.

Khaitan & Co has advised Harley Davidson Motor on the following commercial arrangements with Hero MotoCorp: (i) distribution arrangement, whereby Hero MotoCorp has been appointed as the exclusive distributor of Harley-Davidson in India; and (ii) brand licensing arrangement, whereby Hero MotoCorp has been given license to exclusively manufacture small displacement range motorcycles. M&A/corporate partner Prasenjit Chakravarti, supported by partners Prasenjit Chakravarti and Sagardeep Rathi, led the firm’s team in the transaction, which was announced on October 27, 2020. J Sagar Associates also advised on the deal.

Khaitan & Co has also advised Ingersoll-Rand and its affiliates on the merger of its global industrial business with Gardner Denver Holdings (GDI) for US$1.9 billion in cash and a majority stake in the resulting merged entity, including the pre-merger block trade sale by Ingersoll-Rand and Ingersoll Rand Industrial US of Ingersoll Rand (India) (IR India). IR India is a prominent manufacturer of compressed air and gas systems and services, power tools material handling systems, and fluid management systems. Ingersoll Rand provides mission-critical flow control and compression equipment, and associated aftermarket parts, consumables and services in the US, Europe, the Middle East, Africa and the Asia Pacific. GDI is a prominent manufacturer of industrial pumps and compressors. The global transaction has resulted in the indirect acquisition of control of IR India, a listed company in India, which required GDI to make an open offer, in accordance with SEBI Regulations 2011. Partners Ganesh Prasad, Arindam Ghosh, Moin Ladha, Thomas George, Abhishek Dadoo, Sharad Moudgal, Haigreve Khaitan and Ganesh Prasad led the firm’s team in the transaction. GDI was represented by Cyril Amarchand Mangaldas, while Citi Group Global Markets India was advised by J Sagar Associates.

Maples Group has acted as Cayman Islands counsel to iHuman on its IPO of seven million American depositary shares, representing its class A ordinary shares, and its listing in New York. iHuman is a leading childhood edutainment company in China. The offering, which closed on October 14, 2020, raised approximately US$84 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Tian Yuan Law Firm acted as US and Chinese counsels, respectively. Simpson Thacher & Bartlett and Haiwen & Partners acted as US and Chinese counsels, respectively, to Credit Suisse Securities (USA) and Citigroup Global Markets, as the underwriters.

Maples Group has acted as Cayman Islands counsel to JHBP (CY) Holdings (Genor Biopharma) on its IPO of approximately 120 million shares and listing in Hong Kong. Genor Biopharma is a commercial-ready biopharmaceutical company focusing on developing and commercializing oncology and autoimmune drugs.  The offering, which closed on October 7, 2020, raised approximately HK$2.88 billion (US$371.5m). Partner Derrick Kan led the firm’s team in the transaction. Genor Biopharma was also advised by Skadden, Arps, Slate, Meagher & Flom as to Hong Kong and US laws, Lu & Partners, in association with Haiwen, as special consultant as to Hong Kong law, and by Haiwen & Partners as to Chinese law. The joint sponsors, namely Goldman Sachs, JP Morgan and Jefferies, and the underwriters were represented by Kirkland & Ellis as to Hong Kong and US laws, and by Commerce & Finance Law Office as to Chinese law.

O’Melveny has represented JP Morgan, BofA Securities, CICC and Haitong International, as joint sponsors, and other underwriters on the approximately HK$12.94 billion (US$1.67b) secondary listing of GDS Holdings in Hong Kong. If the over-allotment option is exercised in full, the offering size will increase to approximately HK$14.88 billion (US$1.92 billion). GDS Holdings has been listed on the Nasdaq since November 2, 2016, and is the largest China-based carrier-neutral data center service provider. GDS has a 19-year track record of successful service delivery and nationwide presence in China. Its homecoming listing in Hong Kong on the fourth anniversary of its Nasdaq IPO was widely welcomed by investors at home and abroad. The Hong Kong offer shares and the international offer shares were oversubscribed for 6.4 and 8.4 times, respectively. Partners Ke Geng, Edwin Kwok, Ke Zhu and John-Paul Motley led the firm’s team in the transaction.

Paul Hastings has advised China Everbright on its issuance of US$300 million senior perpetual capital securities. China Everbright Securities (HK), China Everbright Bank Hong Kong Branch, China International Capital Corporation Hong Kong Securities, Merrill Lynch (Asia Pacific) and NATIXIS acted as joint global coordinators, joint lead managers and joint book-runners. ABCI Capital, BOCOM International Securities, Cantor Fitzgerald (Hong Kong) Capital Markets, CEB International Capital, China Securities (International) Corporate Finance, Citigroup Global Markets, CMBC Securities, Huatai Financial Holdings (Hong Kong), ICBC International Securities, Morgan Stanley & Co International, Nomura International (Hong Kong), SPDB International Capital, Standard Chartered Bank, Tai Fung Bank and Zhongtai International Securities acted as the joint lead managers and joint book-runners. China Everbright is one of China’s leading cross-border asset management and investment companies, with special focuses on fund management and principal investment. It is also the only company listed in Hong Kong with alternative asset management as core business. Corporate partner Vivian Lam led the firm’s team in the transaction.

Paul Hastings has also advised ABCI Capital, CLSA Capital Markets and Haitong International Capital, as the joint sponsors, on Radiance Holdings’ (Group) US$331 million global offering and IPO in Hong Kong. Radiance Holdings is a reputable Chinese property developer, with a focus on providing residential properties for first-time homebuyers and upgraders. Proceeds from the listing will be used to finance the construction of property development projects, repay trust loans, support general business operations and fuel working capital. Global partner and chair of Greater China Raymond Li and corporate partners Vincent Wang and Chaobo Fan led the firm’s team in the transaction.

Rajah & Tann Myanmar, member firm of Rajah & Tann Asia, has advised Ascent Myanmar Growth Fund, the largest PE firm in Myanmar, on its US$2.5 million acquisition of an additional minority stake in Frontiir from Beauty Noble, one of Frontiir’s existing institutional shareholders. Partners Chester Toh and Hiroyuki Ota led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising CGS-CIMB Securities (Singapore), as placement agent, on the placement of shares in Singapore-listed Jiutian Chemical Group. The placement proceeds are to strengthen the group’s financial position and flexibility to capitalise on growth opportunities, resulting in an injection of funds into the company as general working capital in anticipation of increased revenue and investments in asset enhancement and improvement. Partners Danny Lim and Hoon Chi Tern are leading the firm’s team in the transaction.

Russin & Vecchi has advised SEA Logistic Partners (SLP) on its establishment of a logistics project in Long Hau 3 Industrial Park, Long An province, Vietnam. The US$17 million investment is the first of several logistics centers planned throughout Vietnam, and will consist of world-class logistics, warehousing and infrastructure, enabling SLP to become a major logistics player in both North and South Vietnam. SLP’s investments are backed by GLP, in the form of a new joint venture to invest in and develop modern logistics real estate in Vietnam. SLP is an industrial and logistics facility development and operation platform. GLP is the leading global provider of modern logistics facilities and technological solutions. Worldwide, GLP has US$90 billion in assets under management in real estate, and has significant operations in Brazil, China, Europe, India, Japan and the US. Huynh Cong Tam led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised Morgan Stanley India on the issue of rupee-denominated, listed, rated, secured, transferable, redeemable, non-convertible debentures in the principal aggregate amount of Rs15 billion (US$202m) by Embassy Office Parks REIT, the first real estate investment trust listed in India, at a 6.7 percent quarterly coupon rate. The issue was in two tranches of Rs7.5 billion (US$101m) each, allotted on September 9, 2020 and on October 27, 2020. Capital markets national practice head partner Prashant Gupta and partners Shilpa Mankar Ahluwalia, Ashoo Gupta and Monal Mukherjee led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has also advised Mindspace Business Parks REIT, through its investment manager K Raheja Corp Investment Managers, on its issue of non-convertible, market-linked debentures aggregating up to Rs5 billion (US$67.2m). The debentures were allotted on September 29, 2020. Mindspace Business Parks REIT is a real estate investment trust registered with the SEBI, and is the first issue of market-linked debentures by an REIT registered with the SEBI. Partners Shilpa Mankar Ahluwalia and Shubhangi Garg, supported by partner Nikhil Naredi, led the firm’s team in the transaction.

Simpson Thacher has represented Nasdaq and Hong Kong-listed GDS Holdings on its global offering and secondary listing of its Class A ordinary shares in Hong Kong. GDS offered an aggregate of 160 million Class A ordinary shares, under the Chapter 19C regime introduced in Hong Kong to attract listings by high profile issuers that are already listed in the US and London. In conjunction with the Hong Kong listing, GDS also conducted a global offering of new Hong Kong-listed Class A ordinary shares, which will be fully fungible with the American depositary shares that are listed and traded on the Nasdaq. Each of GDS’s ADS represents eight Class A ordinary shares. The base offering size was HK$12.94 billion (US$1.67b), before exercise of the underwriters’ overallotment option. JP Morgan, BofA Securities, CICC and Haitong International acted as the joint sponsors, joint global coordinators, joint book-runners and joint lead managers for the global offering. GDS is a leading developer and operator of high-performance data centers in China. Partners Daniel Fertig and Christopher Wong led the firm’s team in the transaction.

Skadden has advised Lufax Holding, a leading technology-empowered personal financial services platform in China, on its listing and IPO of 175,000 American depositary shares in New York. Every two ADSs represents one ordinary share of Lufax, and each ADS was offered at US$13.50, for a total offer value of US$2.36 billion, assuming the underwriters do not exercise their option to purchase up to 26.25 million additional ADSs. Trading commenced on October 30, 2020. Partners Julie Gao (Hong Kong) and Haiping Li (Shanghai) led the firm’s team in the transaction.

Skadden is also advising SK hynix on its agreement with Intel, under which SK hynix would acquire Intel’s NAND memory and storage business for US$9 billion. Partners Mike Ringler (corporate/M&A-Palo Alto), Young Shin (corporate/M&A-Seoul/New York), Regina Olshan (executive compensation and benefits-New York), David Schwartz (labor-New York), Sean Shimamoto (tax-Palo Alto), Michael Leiter (national security-Washington DC), Matthew Hendrickson (antitrust/competition-New York), Andrew Foster (antitrust/competition-Hong Kong) and Lance Etcheverry (litigation-Palo Alto) led the firm’s team in the transaction.

Squire Patton Boggs has advised Metals Exploration on its US$135 million debt restructuring and readmission to AIM. Metals Exploration is a natural resources exploration and development company with assets in the Pacific Rim region, including the Runruno Gold Project in the Philippines. Corporate partners Brian Gordon and Jayson Marks and financial services partner Jessica Kenworthy led the firm’s team in the transaction.

WongPartnership has acted as transaction counsel on GSH’s retap of S$30 million (US$22m) two-year notes at a fixed annual interest rate of 5.2 percent. Partner Trevor Chuan led the firm’s team in the transaction.

WongPartnership has also acted as Singapore counsel to UOB on its pricing of US$600 million subordinated notes due 2031 at 1.75 percent. Partner Trevor Chuan also led the firm’s team in the transaction.

Search our deals database here

Deals, October 28, 2020

0

Allen & Gledhill has acted as transaction counsel to United Overseas Bank on the S$200 million (US$147m) dual-tranche term loan facilities granted to CapitaLand. The loan, which references both the Singapore Overnight Rate Average and the Secured Overnight Financing Rate for the calculation of interest, is the first of its kind in Singapore. The facilities will be used to finance CapitaLand’s general working capital and corporate funding requirements, including the funding or refinancing of investments and acquisitions. Partner Aloysius Ng led the firm’s team in the transaction.

Allen & Gledhill has also advised Daiwa Pl Partners, through Daiwa Myanmar Growth Fund, on its US$12.6 million joint investment with Delta Capital Myanmar, through Myanmar Opportunities Fund II, into plastic bottles recycler Commercial Plastics Company (CPC). This is Daiwa Myanmar Growth Fund’s first private equity investment, since it was established in July 2019 by its co-general partners, Daiwa and Daiwa Corporate Investment. The investment will enable CPC to become the first food-grade bottle-to-bottle recycler in Myanmar, with high operating standards capable of producing US Food and Drugs Administration and EU Food Safety Authority compliant food-grade recycled polyethylene terephthalate (PET), and supply both domestic and overseas PET bottle converters and beverage manufacturers. Myanmar director Oh Hsiu-Hau led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has represented Indonesia Infrastructure Finance (IIF) on the issuance of the Shelf Registration Bond I Phase II of 2020. Established in 2009 by the Indonesian government, IIF is a subsidiary of a state-owned entity, supported by the World Bank, Asian Development Bank and other multilateral institutions. The issuance amounted to Rp1.5 trillion (US$102.4m), with the offer period between October 15-16, 2020. IIF will use the funds to refinance the Series A bonds, as part of the Shelf Registration Bond I Phase I of 2019, and to expand its business activities in infrastructure projects in Indonesia. Partners Bono Daru Adji and Putu Suryastuti led the firm’s team in the transaction.

AZB & Partners has advised Reliance Industries and Jio Platforms on the Rs7.3 billion (US$99m) acquisition by Qualcomm Ventures, the investment arm of Qualcomm, of a 0.15 percent minority equity stake in Jio Platforms. Partners Ashwath Rau and Nilanjana Singh led the firm’s team in the transaction, which was completed on September 30, 2020.

AZB & Partners has also advised Reliance Industries and Jio Platforms on the Rs18.95 billion (US$257m) acquisition by Intel Capital of a 0.39 percent minority equity stake in Jio Platforms. Partners Ashwath Rau and Nilanjana Singh also led the firm’s team in the transaction, which was completed on September 30, 2020.

Baker McKenzie’s Bangkok office has acted as Thai counsel to B.Grimm Power, as major sponsor, and Truong Thanh Viet Nam Group (TTVN), as local sponsor, on the project financing of a 257 MW solar power plant in Phu Yen Province, Vietnam. The power plant is the largest ground-mounted solar power project under a single power purchase agreement entered into between a project company and Electricity of Vietnam. The financing comprises a US$27.9 million loan funded by the Asian Development Bank (ADB), a US$148.8 million syndicated loan funded by commercial banks with ADB as lender of record, and a US$9.3 million loan from Leading Asia’s Private Infrastructure Fund, to which the Japan International Cooperation Agency had contributed. Participating commercial banks include Bangkok Bank, KASIKORNBANK, Kiatnakin Bank, Standard Chartered Bank, and Industrial and Commercial Bank of China. The loan, which will fund the development and operation of the power plant, is among the first group of large-scale Vietnam solar power projects funded by ADB under the sub-participation arrangements and the FiT rate of US$9.35 cents per kWh. B.Grimm Power is one of Thailand’s largest private power producers. TTVN is involved in clean energy investment in Vietnam, and has an equity interest in three operating solar farms with a total capacity of 357 MW. Bangkok renewable energy partner Vit Vatanayothin led the firm’s team in the transaction.

Chandler MHM has advised on the financing of seven SPP gas-fired power plants for B.Grimm Power. B.Grimm is investing β40 billion (US$1.28b) into the projects, which will have a combined capacity of 980 MW. Five of the seven projects are developed under a replacement scheme with the Electricity Generating Authority of Thailand.

Clyde & Co has acted as international counsel and collaborated with Turkish counsel Kolcuoglu Demirkan Koçaklı to represent Qatari port operator QTerminals on the sale and purchase agreement for the acquisition of 99.99 percent of Akdeniz Port in Turkey from Global Ports Holding, the world’s largest independent cruise port operator. Located in Antalya, Akdeniz Port is a leading commercial cargo export port in Turkey, currently specialising in handling cargo containers and general and bulk cargo destined for global markets. Including QTerminals’ flagship Hamad Port in Qatar, and its recent 35-year concession for the management and operations of Olvia Port in Ukraine, this acquisition represents the third port asset in QTerminals’ portfolio. Subject to the Turkish Competition Authority’s (Rekabet Kurumu) clearance and several other conditions precedent, the acquisition is expected to complete in the coming months. Doha corporate partner Lee Keane led the firm’s team in the transaction.

Davis Polk has advised Goldman Sachs (Asia), BofA Securities and JP Morgan Securities, as the underwriters, on Baidu’s SEC-registered offering of its US$650 million 1.72 percent notes due 2026, and US$300 million 2.375 percent notes due 2030. Baidu is a leading search engine, knowledge and information centered internet platform and AI company. Baidu’s ADSs currently trade on the Nasdaq. Partners James Lin and Gerhard Radtke led the firm’s team in the transaction, while Jingtian & Gongcheng acted as Chinese counsel. Maples Group, led by partner Matt Roberts, acted as Cayman Islands and BVI counsel to Baidu, while Skadden Arps Slate Meagher & Flom and Han Kun Law Offices acted as US and Chinese counsel, respectively.

Davis Polk has also advised the placing agents on the primary placement of 80 million new shares in Ping An Healthcare and Technology. The gross proceeds from the placing amounted to approximately HK$7.856 billion (US$1b). The firm also advised the underwriters on Ping An’s HK$8.77 billion (US$1.13b) IPO in May 2018. Ping An is a pioneer in the Chinese internet health care market. As a leading internet healthcare platform in China, it delivers on-demand health care anytime and anywhere through its mobile platform, and offers online medical and wellness services. Hong Kong partner Yang Chu led the firm’s team in the transaction.

Herbert Smith Freehills has advised Morgan Stanley Asia and China International Capital Corporation Hong Kong Securities, as joint sponsors, on pharmaceutical manufacturer Simcere Pharmaceutical Group’s listing in Hong Kong. Simcere Pharmaceutical is an innovation and R&D-driven pharmaceutical company, with a diverse product portfolio and leading positions in various therapeutic segments. The company has increased investment in R&D in recent years, and has three R&D centres in Nanjing, Shanghai and Boston. Simcere Pharmaceutical raised approximately HK$3.57 billion (US$460.6m), and listed on October 27, 2020. The offering attracted seven cornerstone investors that agreed to subscribe for approximately HK$1.473 billion (US$190m). Partners Matt Emsley (Hong Kong) and Siddhartha Sivaramakrishnan (Singapore), supported by a team headed by Stanley Xie from the firm’s Kewei joint operation, led the firm’s team in the transaction.

Khaitan & Co has advised Iron Pillar Top Up Fund (C22841) on the Series C fund raise by Service Lee Technologies, a company better known by its brand name ‘Servify’. The Series C fund raise also saw participation from Blume Ventures (Opportunities) Fund IIA and Tetrao SPF. Servify is an aftersales service platform that integrates multiple partners, including repair centres, logistic partners, payment gateway, distributors and retailers. Iron Pillar led the approximately US$23 million Series C round, with an investment of approximately US$11 million. Partners Kartick Maheshwari and Akshay Bhargav led the firm’s team in the transaction, which was announced on September 23, 2020. J Sagar Associates advised Servify.

Khaitan & Co has also acted as Indian counsel to T Rowe Price International, State Bank of India, Life Insurance Corporation of India, Bank of Baroda and Punjab National Bank, as the selling shareholders, on the approximately Rs21.6 billion (US$293.3m) IPO of equity shares by UTI Asset Management. The IPO comprised of an offer for sale of approximately 10.5 million equity shares by the selling shareholders. The book-running lead managers to the IPO were Kotak Mahindra Capital, Axis Capital, Citigroup Global Markets India, DSP Merrill Lynch, ICICI Securities, JM Financial and SBI Capital Markets. Executive director Sudhir Bassi and partner Aditya Cheriyan led the firm’s team in the transaction, which was completed on October 8, 2020. Cyril Amarchand Mangaldas, Shardul Amarchand Mangaldas, and Cravath, Cravath, Swaine & Moore also advised on the deal.

Maples Group has acted as Cayman Islands counsel to a buyer consortium, comprising of 58.com founder Mr Jinbo Yao, General Atlantic Service, Warburg Pincus Asia and Ocean Link Asia, on the take-private of 58.com, a Cayman Islands company previously listed in New York. Valued at approximately US$8.7 billion, the transaction was completed on September 17, 2020. 58.com Inc. operates China’s largest online market place for classifieds, as measured by monthly unique visitors, on both its www.58.com website and mobile applications. Head of Asia corporate practice partner Matt Roberts led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati, Paul, Weiss, Rifkind, Wharton & Garrison, Kirkland & Ellis and Weil, Gotshal & Manges acted as international co-counsels and Fangda Partners acted as Chinese counsel.

Maples Group has also acted as Cayman Islands counsel to Everest Medicines on its IPO of approximately 63.5 million shares and its listing in Hong Kong.  Everest Medicines is a biopharmaceutical company that integrates licensing, clinical development and commercialization of potentially novel or differentiated therapies to address critical unmet medical needs in Greater China and other emerging Asia Pacific markets. The offering, which closed on October 9, 2020, raised approximately HK$3.49 billion (US$450.3m). Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as Hong Kong counsel and Zhong Lun Law Firm acted as Chinese counsel. Kirkland & Ellis acted as Hong Kong counsel and Tian Yuan Law Firm acted as Chinese counsel to Goldman Sachs (Asia) and Merrill Lynch Far East, as the joint sponsors, and to the underwriters.

Norton Rose Fulbright has advised the Australian Securities and Investments Commission (ASIC) on its largest penalty issued in a single enforcement action. On October 16, 2020, the Federal Court of Australia ordered that AGM Markets, OT Markets and Ozifin Tech pay a penalty amounting to A$75 million (US$53.6m) in total. This is the largest penalty for a single enforcement action in ASIC’s history. The penalty comprises A$35 million (US$25m) for AGM Markets and A$20 million (US$14.3m) for each of OT Markets and Ozifin Tech. The defendants must also pay refunds to approximately 10,000 former clients. The penalty follows a Federal Court decision in February 2020, in which the firm advised ASIC on obtaining findings of liability for, among others, misleading and deceptive and systemic unconscionable conduct while providing OTC derivative products to retail investors in Australia. The court found that the companies engaged in thousands of contraventions of the Corporations Act and the ASIC Act, that resulted in Australian investors losing over A$30 million (US$21.4m). Regulatory disputes partner Andrew Riordan led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for CGS-CIMB Securities (Singapore) and SAC Capital, as joint placement agents, on the placement of shares in UG Healthcare. In conjunction with the placement, the company entered into a share lending arrangement with Zen UG, its controlling shareholder. Partners Danny Lim and Hoon Chi Tern led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is also advising Superior Partners, as offeror, on its voluntary conditional cash offer for the shares of LCT Holdings. Partners Danny Lim and Tan Mui Hui are leading the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has acted for the liquidator of Lanco Infratech before the Madras High Court on a proceeding under the Arbitration and Conciliation Act 1996. This proceeding was initiated by Chennai Metro Rail, essentially seeking that the liquidator of Lanco Infratech must seek leave of the NCLT for continuing the arbitration proceeding, as Lanco Infratech was undergoing liquidation process under the Insolvency and Bankruptcy Code 2016. The Madras High Court dismissed the proceeding filed against Lanco Infratech, and upheld the liquidator’s contention that leave of the NCLT is not required for continuing a pending proceeding, while a company undergoes a liquidation process under the Insolvency Code. Partner Ameya Gokhale led the firm’s team which represented the client.

Simpson Thacher has represented the underwriters on the IPO and listing in New York of iHuman. The offering comprised 8.05 million American depositary shares, representing 40.25 million Class A ordinary shares, including the offering of 1.05 million ADSs pursuant to full exercise of overallotment option by the underwriters. The total offering size was US$96.6 million. Credit Suisse and Citigroup acted as the representatives of the underwriters. iHuman is a leading childhood “edutainment” company in China, with expertise in providing integrated and innovative products and services catering to the education demands for children mainly aged between three and eight. Hong Kong capital markets partner Yi Gao led the firm’s team in the transaction.

Skadden has advised MINISO Group Holding, a fast-growing global value retailer offering a variety of design-led lifestyle products, on its listing and IPO of 30.4 million American depositary shares, each representing four Class A ordinary shares of MINISO, in New York. The ADSs were priced at US$20.00 each, for a total offer value of US$608 million, assuming the underwriters do not exercise their option to purchase up to 4.56 million additional ADSs. Trading commenced on October 15, 2020. Partners Julie Gao (Hong Kong), Haiping Li (Shanghai) and Shu Du (Hong Kong) led the firm’s team in the transaction.

Skadden is also advising French food retailer Auchan Retail International on its US$3.6 billion sale of 70.94 percent of A-RT Retail Holdings, a company which holds 51 percent of Sun Art Retail Group, to Taobao China Holding, an indirect wholly-owned subsidiary of Alibaba Group. Hong Kong-listed Sun Art is the largest hypermarket operator in China. Auchan Retail operates in 14 countries, with 2,293 points of sale. Partners Jonathan Stone (corporate-Hong Kong), Christopher Betts (corporate-Hong Kong), Alex Jupp (tax-London), Rory McAlpine (dispute resolution-Hong Kong), Bruce Goldner (intellectual property and technology-New York) and Andrew Foster (antitrust-Hong Kong) are leading the firm’s team in the transaction.

WongPartnership is advising the manager of CapitaLand Commercial Trust on the proposed merger of CapitaLand Mall Trust and CapitaLand Commercial Trust. Partners Andrew Ang and Milton Toon led the firm’s team in the transaction, together with partners Hui Choon YuenTan Teck HoweTrevor ChuanLinda Low and Bonnie Wong.

WongPartnership has also acted for Vulcan Capital as lead investor on the US$1.8 million seed round of Qapita. Partner Kyle Lee led the firm’s team in the transaction.

ZICO Insights Law has advised Singapore-listed Hengyang Petrochemical Logistics (HPL) on its conditional sale and purchase agreement with MEGCIF Investments 5 for the acquisition of 70 ordinary shares, representing 35 percent of the total issued and paid-up share capital of its principal subsidiary Hengyang Holding (HH), for Rmb36 million (US$5.37m). HPL owns 130 ordinary shares, representing 65 percent of the total issued and paid-up share capital, of HH. HH serves as an intermediary investment holding company of HPL and its subsidiaries, all of which are based in China. MEGCIF Investments 5 is a Cayman Islands company owned by Macquarie Greater China Infrastructure Fund, an international US dollar-denominated fund sponsored and managed by Macquarie Group. On October 15, 2020, HPL announced the successful completion of the proposed acquisition, which resulted in HH becoming the immediate wholly-owned subsidiary of HPL. Director Dr Qiu Yang led the firm’s team in the transaction.

Search our deals database here

Deals – October 21, 2020

0

Allen & Gledhill has advised Temasek Financial (I) and Temasek Holdings on the issue of US$750 million one percent guaranteed notes due 2030, US$1 billion 2.25 percent guaranteed notes due 2051 and US$1 billion 2.5 percent guaranteed notes due 2070 under the US$25 billion guaranteed global medium term note programme established by Temasek Financial (I). The notes are Temasek’s first three-tranche offering of debt securities. The 50-year tenor of the notes due 2070 is a record by a Singapore corporate. Temasek is the guarantor for the notes. Partners Yeo Wico, Wu Zhaoqi and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Group Holdings on the issue of A$300 million (US$211.3m) floating rate subordinated notes due 2031, under its US$30 billion (US$21.13b) global medium term note programme. DBS Bank was appointed sole global coordinator and joint lead manager for the notes. Partner Glenn Foo led the firm’s team in the transaction.

AZB & Partners has advised Mitsui & Co on its acquisition, thru its subsidiary Bharat Certis, of 56 percent shareholding from the existing shareholders of Bharat Insecticides, a developer, manufacturer and distributor of agricultural crop protection inputs in India. M&A/corporate partner Prasenjit Chakravarti, supported by partners Prasenjit  Chakravarti, Susmit Pushkar, Shailendra Bhandare, Manas Chaudhuri, Indruj Singh Rai, Bhavik Narsana, Atul Pandey and Ayush Mehrotra, led the firm’s team in the transaction, which was completed on September 17, 2020.

AZB & Partners has also advised Amazon on the Rs2.75 billion (US$37.4m) acquisition by its subsidiaries, CODA Holdings Singapore and CODA Holdings 3, along with other entities, of further equity shares of Witzig Advisory Services. Partners Hardeep Sachdeva and Ravi Bhasin led the firm’s team in the transaction, which was completed on September 17, 2020.

Baker McKenzie Thailand has represented five syndicated lenders on six project financings of seven power plants across the country, as part of the Electricity Generating Authority of Thailand’s (EGAT) third-generation small power producer (SPP) program and SPP replacement program. The key sponsor of these project companies is B Grimm Power. The lenders, consisting of Bangkok Bank, Export-Import Bank of Thailand, Government Savings Bank, KASIKORNBANK and The Siam Commercial Bank, financed approximately β30 billion (US$960.6m) for two blocks of a gas-fired power plant built under the third-generation SPP program, and five gas-fired power plants built under the replacement program granted by EGAT under the SPP replacement program. Bangkok project finance partner Vit Vattanayothin led the firm’s team in the transaction.

Baker McKenzie has also advised Gaw Capital Partners on the formation and successful closing of its internet data center platform in China, raising approximately US$1.3 billion. The platform focuses on strategic joint ventures with internet data center partners in China, and is backed by a number of prominent institutional investors, including sovereign wealth funds. Fund formation specialist partner Edwin Wong led the firm’s team in the transaction.

Davis Polk is advising Reliance Industries, India’s largest private sector company, and its subsidiary Reliance Retail Ventures on General Atlantic’s investment of Rs36.75 billion (US$500m) into Reliance Retail Ventures. Partners Jeffrey O’Brien and Leo Borchardt are leading the firm’s team in the transaction, which is subject to regulatory and other customary approvals.

Davis Polk is also advising Reliance Industries, India’s largest private sector company, and its subsidiary Reliance Retail Ventures on GIC’s investment of more than Rs55 billion (US$784m) into Reliance Retail Ventures. Partners Jeffrey O’Brien and Leo Borchardt are leading the firm’s team in the transaction, which is subject to regulatory and other customary approvals.

Dechert has advised Ping An of China Asset Management (Hong Kong) (PAAMC HK), the offshore investment platform for Ping An Insurance (Group) of China, on the launch of its first Undertakings for Collective Investment in Transferable Securities (UCITS) umbrella fund. The firm had first advised on PAAMC HK’s establishment of its Luxembourg RAIF-SIF, a Luxembourg private investment fund, which allows the fund to be made available to professional investors in Hong Kong. The firm subsequently advised Ping An on the conversion of the Luxembourg RAIF-SIF to a UCITS umbrella fund. Hong Kong partner Michael Wong, supported by Luxembourg partner Marc Seimetz, led the firm’s team in the transaction.

Eversheds Sutherland has advised DBSAC, as financial adviser to the offeror, China Jinmao Holdings Group, on the HK$3.2 billion (US$413m) privatisation of Jinmao Hotel and Jinmao (China) Hotel Investments and Management. A 100 percent-owned subsidiary of DBS Bank, DBSAC is the investment banking arm of DBS Bank in Hong Kong. Jinmao Hotel and Jinmao China operate a portfolio of eight luxury hotels in Beijing, Sanya, Shanghai, Shenzhen and Lijiang and the 88-storey Jin Mao Tower, a landmark in Shanghai. Jinmao China and Jinmao Hotel constitute a business trust. The units in Jinmao Hotel are linked to the ordinary shares and stapled to the preference shares of Jinmao China. These share stapled units were listed in Hong Kong in 2014. Only a small number of business trusts are listed; Jinmao Hotel is the first business trust that has been privatised. The privatisation was undertaken via a scheme of arrangement under Section 86 of the Cayman Islands Companies Law and the trust deed constituting Jinmao Hotel. The scheme became effective on September 28, 2020, and the listing of the share stapled units was withdrawn on October 5, 2020. Partner Stephen Mok led the firm’s team in the transaction. Latham & Watkins advised China Jinmao on Hong Kong law, while Mayer Brown advised Jinmao Hotel and Jinmao China on Hong Kong law.

HHP Law Firm has acted as the lead counsel to Bank Permata on its integration plan with Bangkok Bank branches. This integration plan is unique and complex, as it does not ascribe to an atypical merger framework. It follows the framework which the firm had advised HSBC Bank for its integration with Bank Ekonomi in mid-2017, which was the first of its kind and was modelled by the Financial Services Authority (OJK) in its 2019 regulation for integration. The integration is still subject to certain conditions. Senior partner Erwandi Hendarta and partner Mahardikha Sardjana led the firm’s team in the transaction, which was announced on October 7, 2020.

Khaitan & Co has advised Bitkraft Esports Ventures, as lead investor, on its investment in Advergame Technologies (dba Gamezop), as part of Gamezop’s Series A fund raise. Other investors include Velo Partners, FJ Labs, AECAL Asian E-Commerce Alliance and Suvam Partners. Bitkraft Esports Ventures is an early stage investor focussed on investments in gaming esports and interactive media targets. Partners Ganesh Prasad and Rishabh Bharadwaj led the firm’s team in the transaction.

Khaitan & Co has also acted as Indian counsel to UBS Securities India, as the broker, on all aspects of the approximately Rs18.5 billion (US$252m) sale, via a block deal on the stock exchange, of shares held by Epsilon Bidco in Essel Propack trading platform. The deal was completed on September 22, 2020. Partner Subhayu Sen led the firm’s team in the transaction, while Ashurst acted as special US counsel.

Kudun and Partners has represented Areeya Property, a leading real estate developer listed in Thailand, on the approximately β1.1 billion (US$35.2m) divestiture of Mega 1 and Mega 2 Projects to Real Asset Development. The divestiture was rare and highly complex, involving the “during-construction” residential condominium projects located at a rapidly growing suburb near the Suvarnabhumi International Airport.

Mayer Brown has advised the lead arrangers and dealer-managers on the issuance of US$600 million 5.125 percent bonds due 2026 by the Government of Mongolia, and its concurrent offer to repurchase 10.875 percent senior notes due 2021 and 5.125 percent senior notes due 2022. The deal, representing a rare sovereign issuance in Asia-Pacific following the Covid-19 outbreak, attracted strong demand from global investors. As a first-of-its kind sustainable sovereign transaction in Asia, Mongolia’s issuance extended the maturity profile of the government’s debt and reduced debt servicing costs. These cost savings enable the government to increase spending on sustainable activities, included in a sustainability roadmap and consistent with Mongolia’s sustainability objectives. Hong Kong corporate and securities partner Jason Elder, supported by partners Jared Goldberger (tax transactions and consulting-New York), Thomas Kollar (corporate and securities-Hong Kong), Tamer Soliman (government and global trade-Washington DC) and Yu Jin Tay (litigation and dispute resolution-Singapore), led the firm’s team in the transaction.

Paul Hastings has advised Weihai City Commercial Bank on its US$365 million global offering and listing of its H Shares in Hong Kong. Huatai Financial Holdings (Hong Kong), China International Capital Corporation Hong Kong Securities and CMB International Capital acted as the joint sponsors for the listing. Weihai City Commercial Bank is the only city commercial bank with outlets that cover all prefecture-level cities in Shandong Province in China. Engaged in both corporate banking business and retail banking business, the bank aims at developing a technology-driven “bi-focus retail banking” business model. Global partner and chair of Greater China Raymond Li and corporate partners Vincent Wang and Chaobo Fan led the firm’s team in the transaction.

Simpson Thacher has represented Baozun on its global offering and secondary listing of Class A ordinary shares in Hong Kong. Baozun offered 40 million Class A ordinary shares pursuant to Chapter 19C, a regime introduced in Hong Kong to attract listings by high profile issuers that are already listed in the US and London. Each of Baozun’s American depositary shares represents three Class A ordinary shares. The offering raised gross proceeds of HK$3.316 billion (US$428m), before the exercise of the underwriters’ overallotment option. Citigroup Global Markets Asia, CMB International Capital and Credit Suisse (Hong Kong) acted as the joint sponsors, joint global coordinators, joint book-runners and joint lead managers for the global offering. Baozun is the leader and a pioneer in the brand e-commerce service industry in China. Partners Christopher Wong and Yi Gao led the firm’s team in the transaction.

Simpson Thacher has also represented the initial purchasers on the Regulation S offering of US$300 million currency-linked zero coupon convertible bonds due 2025 by Evergreen Marine (Taiwan). The bonds are listed in Singapore. JP Morgan acted as the sole global coordinator and, with Credit Suisse, as the joint book-runners for the offering. Taiwan-listed Evergreen Marine is a leading international container shipping company based in Taiwan. Partner Yi Gao led the firm’s team in the transaction.

Skadden has advised Everest Medicines on its listing and IPO in Hong Kong. The company issued approximately 63.5 million shares, at HK$55 (US$7.10) each, for a total offer value of HK$3.495 billion (US$451m). Everest Medicines is a biopharmaceutical company founded by C-Bridge Capital to focus on licensing, clinical development and commercialization of potentially novel or differentiated therapies to address critical unmet medical needs in Greater China and other emerging Asia Pacific markets. Trading commenced on October 9, 2020. Hong Kong partners Julie Gao, Christopher Betts and Paloma Wang, and Shanghai partner Haiping Li led the firm’s team in the transaction.

Skadden is also advising the Huya Special Committee on the US$10 billion merger of Huya with DouYu International Holdings. The two companies operate China’s most popular game live streaming platforms. As part of the agreement, New York-listed Huya will acquire all the outstanding shares of Nasdaq-listed DouYu, including ordinary shares represented by American depositary shares, through a stock-for-stock merger. As a result of the merger, DouYu will become a wholly-owned subsidiary of Huya. Partners Julie Gao (Hong Kong), Peter Huang (Beijing) and Haiping Li (Shanghai) are leading the firm’s team in the transaction, which is expected to close in the first half of 2021.

WongPartnership has acted for Biofourmis on its US$100 million Series C funding round led by Softbank. Partner Kyle Lee led the firm’s team in the transaction.

WongPartnership has also acted for Frasers Property on its proposed disposal of 63.11 percent of the entire issued and paid-up share capital of AsiaRetail Fund, and its proposed acquisition of 100 percent of the entire issued and paid-up share capital of Mallco. Partners Chan Sing Yee and Kyle Lee led the firm’s team in the transaction, together with partners Gail Ong and Karen Yeoh.

Search our deals database here

Deals – October 14, 2020

0

Allen & Gledhill has advised CapitaLand Treasury and CapitaLand on the issue of S$800 million (US$588m) 2.9 percent notes due 2032, under their S$5 billion (US$3.7b) euro medium term note programme. CapitaLand is the guarantor for the notes. Partners Tan Tze Gay, Wu Zhaoqi and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised Ascendas Funds Management (S), as manager of Ascendas Real Estate Investment Trust (Ascendas REIT), on the issue of S$300 million (US$220.5m) fixed rate subordinated green perpetual securities, under the S$7 billion (US$5.14b) euro medium term securities programme established by HSBC Institutional Trust Services (Singapore), as trustee of Ascendas REIT. The issue is believed to be the first real estate green perpetual securities issued in Asia under the newly established Green Finance Framework by Ascendas REIT. The Framework guides Ascendas REIT in the allocation and management of the proceeds raised from the issuance, as well as future green financing transactions. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Allen & Overy has acted as Thai and Hong Kong counsel to Bangkok Bank, Thailand’s largest commercial bank by assets, on its global medium term note programme update and its inaugural issuance of US$750 million Additional Tier 1 (AT1) subordinated notes to offshore institutional investors. The AT1 subordinated notes were issued by its Hong Kong branch, and mark the first Basel III-compliant Tier 1 US$-denominated bonds by Bangkok Bank, and the largest issue size of an AT1 capital instrument issued by a Thai commercial bank. The notes were offered under Rule 144A/Regulation S of the US Securities Act, and will also qualify as Additional Tier 1 capital of Bangkok Bank, pursuant to the Bank of Thailand’s capital adequacy regulations. Bangkok partner Stephen Jaggs, supported by Hong Kong partner Agnes Tsang, led the firm’s team in the transaction.

AZB & Partners has acted as Indian counsel to The Hongkong and Shanghai Banking Corporation and Axis Bank Singapore Branch, as the dealers, on the update of the US$5 billion global medium term note programme by Axis Bank. Partners Varoon Chandra, Richa Choudhary and Gautam Ganjawala led the firm’s team in the transaction, which was completed on September 18, 2020.

AZB & Partners has also advised KKR affiliate Kayak Investments Holding and Radiant Life Care on Kayak’s acquisition of up to 4.99 percent of shares held by Max promoters in Max Healthcare Institute. Partners Ashwath Rau and Jasmin Karkhanis led the firm’s team in the transaction, which was valued at Rs3.61 billion (US$49m) and was completed on September 1, 2020.

Davis Polk has advised Sumitomo Mitsui Financial Group on its reopening of its July 2020 SEC-registered takedown offering of senior TLAC notes. The reopening consisted of US$850 million principal amount of 1.474 percent senior notes due 2025. The notes are structured to count as total loss-absorbing capacity, under the Japanese TLAC regulations. SMFG is the holding company for one of the three largest banking groups in Japan. Its wholly-owned subsidiary, Sumitomo Mitsui Banking Corporation, is one of the world’s largest commercial banks by assets. Partner Jon Gray led the firm’s team in the transaction.

Davis Polk is also advising Tencent Holdings and its affiliates on the going-private transaction of Sogou. Tencent will acquire from Sohu.com , which is currently Sogou’s indirect controlling shareholder, all of the ordinary shares of Sogou beneficially owned by Sohu for a cash consideration of US$9 per ordinary share. After the closing of the share purchase with Sohu, Tencent will consummate the acquisition of Sogou for a cash consideration of US$9 per ordinary share or American depositary share, in a Cayman Islands short-form merger. If completed, the transaction would result in Sogou becoming a privately-held, indirect wholly-owned subsidiary of Tencent, and Sogou’s ADSs would be delisted in New York. Sogou is an innovator in search and a leader in China’s internet industry, the second-largest search engine by mobile queries and the fourth-largest internet company by MAU in China. Tencent is a leading integrated internet services company operating a broad range of internet services. Partner Miranda So, supported by partner Pritesh Shah, is leading the firm’s team in the transaction.

HHP Law Firm has acted as lead counsel to Indofood CBP Sukses Makmur (ICBP) on the completion of its strategic acquisition of Pinehill, for almost US$3 billion, from Pinehill Corpora and Steele Lake. A rare, landmark cross-border transaction for an Indonesian company in the food industry, this multi-jurisdiction deal was a major foreign acquisition for an Indonesian consumer products company in a year that has been roiled by Covid-19. The deal adds 12 production facilities in eight countries to ICBP’s global operations, with additional access to the consumer markets of 33 countries, making it one of the world’s largest producers of instant noodles. Senior partner Iqbal Darmawan led the firm’s team in the transaction, while Min-tze Lean, principal from Baker McKenzie Wong & Leow, assisted on Singapore law issues. The team also coordinated closely with colleagues from Baker McKenzie member firms in Singapore, Saudi Arabia, Egypt, Morocco and Turkey, as well as other law firms from Ghana, Kenya, Nigeria, Serbia and the BVI.

J Sagar Associates has advised Creation Investments India III on its Series B2 round investment in Vivriti Capital. With this investment, Creation will continue to be a majority shareholder in Vivriti. Vivriti engages in lending, private and public placement of debt securities/loans/preference shares/asset sales and a technology-based marketplace for debt securities/loans/preference shares/asset sales connecting institutional issuers and investors. The firm also advised Creation on the Series A and Series A2 round in Vivriti in 2018 and 2019, and then in March, 2020 when Lightstone Fund invested in Vivriti. Partners Lalit Kumar and Bharati Joshi led the firm’s team in the transaction.

K Law has advised Tata Cleantech Capital and Tata Capital Financial Services on a Rs1.11 billion (US$15m) facility extended to smart city projects implementor TP Luminaire for implementing concession-based smart LED projects on a PPP model in Noida and Nashik. Senior partner Pradeep Ratnam led the firm’s team in the transaction, which was completed on August 27, 2020.

Khaitan & Co has acted as sole Indian counsel to: (i) JPMorgan Chase Bank London Branch, Barclays Bank, Credit Suisse Singapore Branch, Deutsche Bank Singapore Branch and Standard Chartered Bank (acting through its DIFC Branch), as the lenders and the hedge counterparties; (ii) JP Morgan Securities, as global coordinator; (iii) JP Morgan Securities, Barclays Bank, Credit Suisse Singapore Branch, Deutsche Bank Singapore Branch and Standard Chartered Bank (acting through its DIFC Branch), as the arrangers; and (iv) JP Morgan AG and Citicorp International, as the agent, common security agent and loan security agent, respectively, on the grant of a US$1.75 billion bridge facility to Vedanta Holdings Mauritius. The facility has been availed by the borrower to finance the proposed delisting of the equity shares of Vedanta in India. The facility is guaranteed by Vedanta Resources, Vedanta Holdings Mauritius II, Vedanta Holdings Jersey, Twin Star Holdings, Welter Trading, Westglobe and Finsider International. The facility is further secured via (i) a Mauritian law-governed pledge over the bank accounts of the borrower and Vedanta Holdings Mauritius II; (ii) a Mauritian law-governed pledge over all of the shares held by the Vedanta Jersey in the borrower and Vedanta Holdings Mauritius II; and (iii) an English law-governed pledge over the bank account of Vedanta Resources Holdings with Standard Chartered Bank. Partners Haigreve Khaitan, Manisha Shroff, Arindam Ghosh, Sharad Abhyankar, Anisha Chand and Mehul Shah, and executive director Sudhir Bassi led the firm’s team in the transaction, which was completed on September 21, 2020. Ashurst advised the Vedanta Group on English law, while Latham & Watkins advised the agent and lenders on English law. BLC Roberts & Associates advised the lenders on Mauritius law, while Carey Olsen Jersey advised the agent on Jersey law. Georgiades & Pelides advised the lenders, agent and the hedge counterparties on Cyprus law, while Hogan Lovells Lee & Lee advised Citicorp International on English law.

Khaitan & Co is also acting as Indian counsel to Deutsche Boerse on its acquisition of Quantitative Brokers group companies. New York-headquartered Quantitative Brokers has operations in London, Sydney and Chennai. It provides execution algorithms and analytics, including transaction cost analysis, to buy-side, brokerage and bank clients. Deutsche Börse acquired a majority stake in Quantitative Brokers, including its Indian subsidiary Quantitative Brokers Software India. Partner Rabindra Jhunjhunwala is leading the firm’s team in the transaction, which was announced on September 17, 2020 and is expected to be completed by December 31, 2020. Eversheds Sutherland, led by partners Stacey Kern (Chicago), Roderick Lai (Hong Kong) and Peter Harper (UK), also advised on the deal.

Kudun and Partners successfully represented Areeya Property Public Company Limited, a leading real estate developer listed on the Stock Exchange of Thailand (SET), on the divestiture of its Mega 1 and Mega 2 ‘during construction’ residential condominium projects – located a rapidly growing suburb near to the Suvarnabhumi International Airport — to Real Asset Development Co., Ltd. at the approximate value of THB 1.1 billion (USD 37 million). The sale of an unfinished residential condominium project is extremely rare in the Thai market due to the complexity of post-closing management and collaboration required by the parties. The Kudun and Partners team was led by Kom Vachiravarakarn.

Shardul Amarchand Mangaldas & Co has advised the resolution professional on conducting the corporate insolvency resolution process of Ferro Alloys. The resolution plan for Ferro Alloys, as submitted by Sterlite Power Transmission, was approved by the committee of creditors and was subsequently approved by the NCLT Cuttack in its order dated January 30, 2020. The approved resolution plan was implemented by Vedanta. The plan’s implementation involved the acquisition of the entire equity share capital of Ferro Alloys by Vedanta, which also provides them the shareholding and management control of Facor Power, a subsidiary of Ferro Alloys. Partners Anoop Rawat, Misha and Aashish Gupta led the firm’s team in the transaction. Khaitan & Co advised Vedanta.

Simpson Thacher has represented the underwriters on the global offering and secondary listing of the ordinary shares of Zai Lab in Hong Kong. Zai Lab offered approximately 10.56 million ordinary shares pursuant to Chapter 19C, a regime introduced in Hong Kong to attract listings by high profile issuers that are already listed in the US and London, and Chapter 18A that aims to attract listings of new generation of biotech companies in Hong Kong. The base offering size was HK$5.94 billion (US$766.5m), before exercise of the underwriters’ overallotment option. JP Morgan, Goldman Sachs and Citigroup acted as the joint sponsors, joint global coordinators, joint book-runners and joint lead managers for the offering. Zai Lab is an innovative commercial stage biopharmaceutical company focused on bringing transformative medicines for cancer, infectious and autoimmune diseases to patients in China and around the world. Capital markets partners Celia Lam (Hong Kong), Yi Gao (Hong Kong) and Art Robinson (New York), and New York tax partner Marcy Geller led the firm’s team in the transaction.

Simpson Thacher has also represented Yalla Group on its IPO and listing in New York. The offering comprised 18.6 million American depositary shares, representing 18.6 million Class A ordinary shares, before the exercise of the underwriters’ overallotment option. The base offering size was US$139.5 million. Morgan Stanley and Haitong International acted as the joint book-runners of the offering. Yalla is the leading voice-centric social networking and entertainment platform in the Middle East and North Africa (MENA). Since its founding, the company has been helping the local people in MENA to bring their traditions online and continue their social enjoyment in the mobile internet era. Partners Yi Gao (Hong Kong-capital markets) and Tristan Brown (Palo Alto-ECEB) led the firm’s team in the transaction.

Skadden has advised Abu Dhabi-based sovereign investor Mubadala Investment on its Rs62.47 billion (US$851m) investment in Reliance Retail Ventures (RRV), a subsidiary of Reliance Industries, India’s largest private sector company. RRV operates 11,784 stores throughout India, across consumer electronics, groceries, and fashion and lifestyle. Mubadala’s investment will translate into a 1.4 percent equity stake in RRV, on a fully diluted basis. Mubadala Investment is a sovereign investor managing a global portfolio, aimed at generating sustainable financial returns for its shareholder, the Government of Abu Dhabi. This marks the second significant investment by Mubadala in a Reliance Industries subsidiary, after the US$1.2 billion investment in Jio Platforms, announced earlier this year, on which the firm also advised. Partners Jonathan Stone (Hong Kong), Rajeev Duggal (Singapore) and Nathan Giesselman (Palo Alto) led the firm’s team in the transaction.

Skadden has also advised Shanghai-based JHBP (CY) Holdings (Genor Biopharma), a commercial-ready biopharmaceutical company focusing on developing and commercializing oncology and autoimmune drugs, on its listing and IPO in Hong Kong. Genor Biopharma offered almost 119.9 million shares at HK$24 (US$3.10) per share, for a total offering of HK$2.87 billion (US$370.3m). The public offering was oversubscribed 1,247 times, making it one of the most sought after biotech IPOs in Hong Kong this year. Trading commenced on October 7, 2020. Hong Kong partners Julie GaoChristopher Betts and Paloma Wang led the firm’s team in the transaction.

ZICO Insights Law has advised Huan Hsin Holdings on its exit offer, compulsory acquisition and directed delisting in Singapore. On December 19, 2018, the SGX-ST issued a notification of delisting to Huan Hsin, and directed its controlling shareholders to provide an exit offer to shareholders. On April 29, 2020, Pacific Moment Holdings made a conditional cash exit offer to acquire all the issued and paid-up ordinary shares in the capital of Huan Hsin (excluding treasury shares), other than those shares already held directly or indirectly by Pacific Moment as of the date of the offer, at S$0.016 (US$0.0117) in cash for each offer share. BVI-incorporated Pacific Moment is an SPV controlled by Mr Hsu Hung Chun and Mr Hsu Cheng Chien, Huan Hsin’s chairman and managing director, respectively. After the successful exercise of the exit offer which eventually led to compulsory acquisition, Pacific Moment became the sole shareholder of Huan Hsin. Managing director Yap Lian Seng and director Dr Qui Yang led the firm’s team in the transaction, which resulted to the delisting of Huan Hsin in Singapore on August 12, 2020 and its privatization on October 5, 2020.

Search our deals database here

Deals – October 7, 2020

0

Allen & Gledhill has advised Aviva Group Holdings on the US$3.2 billion merger of the insurance business of Aviva Singapore with the insurance business of Singapore Life. Aviva will retain a 25 percent equity shareholding in the merged business. Partners Michele Foo, Catherine Neo and Glenn Foo led the firm’s team in the transaction, which is one of the largest in the Southeast Asian insurance sector and the largest in Singapore.

Allen & Gledhill has also acted as transaction counsel for Oversea-Chinese Banking Corporation, as joint lead managers and book-runners, on the issue of S$200 million (US$147m) three percent perpetual capital securities first callable in 2030, under its US$30 billion global medium term note programme. The capital securities were issued as Additional Tier 1 capital of OCBC. Partner Glenn Foo led the firm’s team in the transaction.

AZB & Partners has advised Great Terrain Investment, NSE Investments, Housing Development Finance Corporation and HDB Employees Welfare Trust on the IPO, via an offer for sale by NSE Investments, of up to approximately 18.2 million equity shares, with face value of Rs10 (US$0.136) each, of Computer Age Management Services. The transfer of equity shares occurred on September 29, 2020, while the shares commenced trading on October 1, 2020. Partners Varoon Chandra, Vaidhyanadhan Iyer and Lionel D’ Almeida led the firm’s team in the transaction, which was valued at approximately Rs22.4 billion (US$305m).

AZB & Partners has also advised Hexaware Technologies on the delisting offer by Baring PE Asia to the public shareholders of Hexaware. Partners Zia Mody and Vaidhyanadhan Iyer led the firm’s team in the transaction, which was valued at Rs41.46 billion (US$564.5m) and was completed on September 30, 2020.

Davis Polk has advised Boqii Holding on its SEC-registered IPO of seven million American depositary shares, each representing 0.75 Class A ordinary share of Boqii. Boqii has granted the underwriters an option to purchase up to an additional 1.05 million ADSs. The total gross proceeds of the offering is US$70 million, assuming the underwriters do not exercise their option to purchase any over-allotment ADSs. The ADSs are listed in New York. Boqii is a pet-focused platform in China, operating China’s largest pet-focused e-commerce platform, a vibrant pet-focused user community, and a growing network of offline pet stores. Partners Li He and Howard Zhang led the firm’s team in the transaction.

Davis Polk has also advised Kingsoft Cloud Holdings and certain selling shareholders on its approximately US$509 million SEC-registered follow-on public offering of approximately 16.4 million American depositary shares, consisting of eight million ADSs offered by Kingsoft Cloud and approximately 8.4 million ADSs offered by the selling shareholders. Each ADS represents 15 ordinary shares of Kingsoft Cloud. Kingsoft Cloud has granted the underwriters a 30-day option to purchase up to an additional approximately 2.5 million ADSs. The ADSs are listed on the Nasdaq. A leading independent cloud service provider in China, Kingsoft Cloud has built a comprehensive and reliable cloud platform consisting of extensive cloud infrastructure, cutting-edge cloud products and well-architected industry-specific solutions across public cloud, enterprise cloud and AIoT cloud services. Partners Li He and James Lin led the firm’s team in the transaction.

Han Kun Law Offices has acted as Chinese counsel on the secondary listing of Baozun in Hong Kong. Baozun is the leader and a pioneer in the brand e-commerce service industry in China, empowering brands to grow and succeed by leveraging end-to-end e-commerce service capabilities, omni-channel coverage and technology-driven solutions.

HHP Law Firm has acted as the lead counsel to Rabobank on the sale of its Indonesia retail bank, Bank Rabobank International Indonesia, to Bank Central Asia and its subsidiary BCA Finance. This cross border deal was completed on September 25, 2020. After operating a retail bank in Indonesia for 30 years, Rabobank’s sale marked the implementation of its global strategy to pivot from the retail banking market to concentrate on wholesale banking. Senior partner Erwandi Hendarta and partner Mahardikha Sardjana led the firm’s team in the transaction.

J Sagar Associates has advised HSIL on the buyback of its equity shares from open market route through the stock exchanges. The buyback offer opens from September 30, 2020 and may continue for six months, unless closed earlier by the board of directors. The buyback is expected to achieve the objective of returning surplus funds to shareholders, optimizing the capital structure and also improve return on equity shares, through distribution of surplus funds to shareholders. India-listed HSIL manufactures building products, like sanitary ware, faucets, UPVC and CPVC pipes, fittings etc, and certain consumer products, like water heaters, and packaging products, like glass bottles, PET bottles, security caps and closures. Partner Manvinder Singh led the firm’s team in the transaction.

J Sagar Associates has also advised DXC Technologies on the India leg of the sale of its US state and local health and human services business to Veritas Capital. The global transaction is valued at US$5 billion, while the India transaction is valued at approximately US$22 million. DXC’s US state and local health and human services business provides design, development and implementation services for state and territory Medicaid programs; fiscal agent services for states and territories Medicaid programs; and implementation and other outsourcing services for states and territories women, infants and children programs, immunization registry programs and integrated eligibility and enrolment programs. Partners Sajai Singh and Rakesh Warrier led the firm’s team in the transaction.

Khaitan & Co has advised Reliance Retail Ventures and its wholly-owned subsidiary Reliance Retail and Fashion Lifestyle on acquiring the retail and wholesale business and the logistics and warehousing business of the Future Group. Kishore Biyani has surrendered the ‘crown jewel’ of the Future Group by selling his retail business to billionaire Mukesh Ambani’s Reliance Retail. The transaction, which is subject to court approvals, has a combined value of Rs247.13 billion (US$3.36b). The deal cements the position of Reliance Retail as the undisputed leader in the organised retail segment, and adds muscle to its ongoing battle with Amazon for the Indian e-commerce market. The deal was crucial for Biyani-led Future Group, which came under immense pressure from the lenders’ consortium to address its rising debt, which stood at Rs127.78 billion (US$1.74b), as of September 2019. Partner Mehul Shah led the firm’s team in the transaction, which is one of the largest retail sector deals in recent times. Shardul Amarchand Mangaldas & Co also advised Reliance Retail Ventures and Reliance Retail and Fashion Lifestyle.

Khaitan & Co has also acted as Indian counsel to Zydus Wellness on its qualified institutions placement of approximately 3.85 million equity shares, with face value of Rs10 (US$0.136) each, for cash. Zydus Wellness is a leading consumer health and wellness product manufacturing company. Its product portfolio includes market leading brands, such as Glucon-D, SugarFree, NYCIL and other well-known brands, like Complan, EverYuth, Nutralite and Sugarlite. Executive director Sudhir Bassi and partner Madhur Kohli led the firm’s team in the transaction, which was valued at approximately US$89.2 million and was completed on September 28, 2020. JP Morgan India acted as lead manager, and was advised by Cyril Amarchand Mangaldas as to Indian law and by Linklaters Singapore as to US federal securities law.

L&L Partners has advised Sequoia Capital on the Series C funding round of Mobile Premier League (MPL), with the participation of SIG, Go Ventures, RTP Global and MDI Ventures. The current funding round has valued MPL, one of India’s largest real money competitive online gaming companies, at US$450 million. Partners Sundeep Dudeja, Vaibhav Kakkar and Snigdhaneel Sathpathy, supported by partners Arjun Rajgopal, Snigdhaneel Sathpathy and Gayatri Roy, led the firm’s team in the transaction, which was valued at US$90 million.

Nishimura & Asahi has advised Tokyo-listed Toridoll Holdings, a Japanese restaurant group, on its agreement with European food-services investment firm Capdesia Group to establish a joint venture company, Marugame Udon (Europe). Under the joint venture, Toridoll and Capdesia will develop Toridoll’s flagship udon noodle and tempura restaurant chain, Marugame Udon, in Europe. Partners Yoshiyuki Kizu and Stephen Bohrer led the firm’s team in the transaction.

Nishimura & Asahi has also advised Fukushima SiC Applied Engineering, a Japanese start-up manufacturer of silicon carbide semiconductor devices, on its ¥3.1
billion (US$29.3m) Series C fundraising, through third-party allotment of shares to investors, including C:iz Investment, Japan Post Investment, Astellas Venture Management, SMBC Venture Capital and Fiducia. Partner Atsushi Mizushima led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised the resolution professional of Alok Industries on the corporate insolvency resolution process of the company under the Insolvency and Bankruptcy Code 2016, culminating in the approval and implementation of the resolution plan submitted by the consortium of Reliance Industries and JM Financial Asset Reconstruction Company. The deal is valued at Rs50.5 billion (US$691m), and the implementation of the resolution plan was concluded on September 14, 2020. Partners Veena Sivaramakrishnan and Soummo Biswas, supported by partners Misha and Yogesh Chande, led the firm’s team in the transaction. Khaitan & Co advised the committee of creditors, while AZB & Partners advised the consortium of Reliance Industries and JM Financial Asset Reconstruction Company.

Shardul Amarchand Mangaldas has also acted for Inshorts Group on its US$35 million fund raise from Addition funds, SIG Global and Tanglin Venture Fund. Inshorts Group runs India’s largest location-based social network “Public” app, as well as India’s largest English news aggregator app “Inshorts”. Partners Puja Sondhi and Sumeet Singh, supported by partners Abhay JV and Shahana Chatterji, led the firm’s team in the transaction. Gunderson Dettmer Singapore acted for the Addition funds, FS Law Singapore acted for SIG Global, and Khaitan & Co acted for Tanglin Venture Fund.

Skadden has advised Neusoft Education Technology, a leading provider of private higher level IT education in China, on its US$134 million listing and IPO in Hong Kong. Trading commenced on September 29, 2020. Partners Julie Gao (Hong Kong), Christopher Betts (Hong Kong), Haiping Li (Shanghai), Paloma Wang (Hong Kong) and Sean Shimamoto (Palo Alto) led the firm’s team in the transaction.

Skadden has advised Shanghai-based ZTO Express, China’s leading express delivery company, on its US$1.25 billion secondary listing of 45 million new shares in Hong Kong. ZTO Express plans to use the proceeds to expand its infrastructure capacity, strengthen network stability and invest in its logistics ecosystem. Trading commenced on September 29, 2020. Hong Kong partners Julie GaoChristopher Betts and Paloma Wang, and Shanghai partner Haiping Li led the firm’s team in the transaction.

WongPartnership has acted for the interim judicial managers of Xihe Holdings on the ongoing management of Xihe Holdings Group, which includes a fleet of 82 vessels, and the implementation of a robust sale program for selected vessels. Partners Manoj SandrasegaraSmitha MenonLionel LeoLawrence Foo and Joel Chng led the firm’s team in the transaction.

WongPartnership has also acted for Kharis Capital and EDBI on their investment in Livspace. Partners Quak Fi LingSoong Wen E and Kyle Lee led the firm’s team in the transaction.

Search our deals database here