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Deals – September 30, 2020

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Allen & Gledhill has advised Sembcorp Marine (SCM), Sembcorp Industries (SCI) and DBS Bank on the S$2.1 billion (US$1.53b) renounceable underwritten rights issue of new ordinary shares by SCM and the demerger of SCM from its holding company, SCI. The rights issue was, as at the time of its launch, Singapore’s second largest rights issue in 2020. The demerger was effected through a distribution in specie of the ordinary shares of SCM held by SCI to SCI’s entitled shareholders on a pro rata basis, after the completion of the rights issue. The demerger will enable SCM to pursue a focused strategy and provide SCI flexibility in pursuing its future growth path. DBS Bank was appointed as sole financial adviser, lead manager and underwriter for the rights issue and sole financial adviser for the SCI distribution. Partners Andrew Lim, Leonard Ching, Lauren Chung, Lim Mei, Hilary Low, Chong Zhuo Chen and Christopher Ong led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Bank, as the appointed arranger and dealer, on the establishment of a S$1 billion (US$728.7m) multicurrency debt issuance programme by LOGOS Holdco. The Bank of New York Mellon Singapore Branch was appointed trustee, CDP issuing and paying agent, CDP calculation agent, CDP transfer agent and CDP registrar. The Bank of New York Mellon London Branch was appointed non-CDP issuing and paying agent and non-CDP calculation agent. The Bank of New York Mellon Luxembourg Branch was appointed non-CDP transfer agent and non-CDP registrar. The firm also advised DBS, Credit Suisse (Singapore) and United Overseas Bank, as the joint lead managers, on the issue of S$120 million (US$87.4m) six percent notes due 2023, under the programme. Partners Margaret Chin, Fabian Tan, Sunit Chhabra and Daselin Ang led the firm’s team in the transaction.

Allen & Overy has advised the joint lead managers and joint book-runners on the inaugural dual-currency blue bond offering by Bank of China Paris Branch and Bank of China Macau Branch. This marks the first blue bond issuance in Asia and the fourth such issuance globally. It is also the first blue bond issued by a commercial bank. This transaction comprises US$500 million 0.95 percent bonds due 2023 and Rmb3 billion (US$440m) 3.15 percent bonds due 2022. Both blue bond offerings are issued under Bank of China’s US$40 billion MTN programme, and are aligned with the Green Bond Principles (2018) published by the International Capital Market Association. The blue bond issuance falls under the umbrella of green bonds. Proceeds of the bonds will be used to finance and/or refinance marine-related eligible green projects. Partners Jaclyn Yeap and Agnes Tsang led the firm’s team in the transaction.

Allen & Overy has also advised the joint book-runners and joint lead managers on the issuance of US$2.9 billion 3.58 percent non-cumulative perpetual offshore preference shares by Industrial and Commercial Bank of China (ICBC), the largest bank in the world by total assets. The offshore preference shares will qualify as Additional Tier 1 Capital of ICBC, pursuant to the Capital Management Rules. The offshore preference shares were offered under Regulation S format and listed in Hong Kong. This landmark transaction marks the first offshore Additional Tier 1 issuance adopting the new rules under the latest Guiding Opinions on Capital Instrument Innovation for Commercial Banks (as amended) promulgated by China Banking and Insurance Regulatory Commission. ICBC International, ICBC Standard Bank, Goldman Sachs (Asia), Deutsche Bank, Société Générale Corporate & Investment Banking, BofA Securities, Credit Suisse, Standard Chartered Bank, CCB International, NOMURA and BOC International acted as the joint book-runners and joint lead managers. Partner Agnes Tsang led the firm’s team in the transaction.

Ashurst has advised Australian company SYNthesis med chem on the sale of its 100 percent equity interest in its wholly-owned subsidiary, SYNthesis med chem (Hong Kong). The subsidiary business is a contract research organisation (CRO) carrying out research and development of new preclinical small molecule drugs, with operations in China, Australia, the UK and the US. The sale comes as Chinese pharmaceutical companies are increasing their spending on the development of new drugs. This creates increased demand for the services of sophisticated CROs that possess the necessary R&D capabilities. The increased demand then drives M&A and consolidation in the CRO industry. This transaction is a prime example of this trend. After the sale of its CRO business, SYNthesis med chem will focus on its own drug development business. Shanghai partner Michael Sheng, supported by partners Frank Bi, Chin Yeoh, Kylie Lane, Ken Nguyen and James Fletcher, led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has represented leading Indonesian healthcare company Soho Global Health on its IPO. The company offered approximately 114.4 million shares, representing 13.78 percent of its total issued and paid-up capital. The shares were listed in Indonesia on September 8, 2020. The firm’s M&A team also advised Quadria Capital, as the holder of convertible bonds, on converting its bonds, in conjunction with this IPO process. Partner Mohammad Renaldi Zulkarnain led the firm’s team in the transaction.

AZB & Partners has advised Max Ventures Investment Holdings and its promoter Mr Analjit Singh on the sale of 5.14 percent ownership of Max Healthcare Institute to Ward Ferry and Capital Group. Partner Anil Kasturi led the firm’s team in the transaction, which was valued at Rs5.2 billion (US$70.5m) and was completed on September 11, 2020.

AZB & Partners is also advising 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 approximately 18.25 million equity shares, with face value of Rs10 (US$0.14) each, of Computer Age Management Services. The red herring prospectus was filed on September 11, 2020 with the Registrar of Companies, Tamil Nadu at Chennai. Partners Varoon Chandra, Vaidhyanadhan Iyer and Lionel D’ Almeida are leading the firm’s team in the transaction, which is yet to be completed.

Baker McKenzie has acted for BOC International, as the sole global coordinator, and HSBC, Guotai Junan International, Bank of China (Hong Kong), ICBC (Asia) and CMB Wing Lung Bank, as the joint lead managers and joint book-runners, on the US$300 million bond issuance of AVIC International Holding Corporation. AVIC International is a global holding enterprise that is controlled by Aviation Industry Corporation of China. It engages in the aviation business as its core segment, as well as in advanced manufacturing, international business and modern services. Beijing partner Hang Wang of Baker McKenzie FenXun Joint Operation (Beijing), supported by local principal Xavier Amadei of Baker McKenzie. Wong & Leow (Singapore), led the firm’s team in the transaction.

Davis Polk has advised Ming Yuan Cloud Group Holdings on its IPO and listing in Hong Kong and an international offering, in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$6.2 billion (US$800m), prior to exercise of the over-allotment option. Ming Yuan Cloud is the leading software solution provider for property developers in China. Partners Li He and Yang Chu led the firm’s team in the transaction, which is the largest Hong Kong IPO by a Chinese software company this year.

Davis Polk has also advised Zai Lab on its secondary listing and IPO in Hong Kong. Zai Lab is the first company listed under both Chapter 19C and Chapter 18A of the Hong Kong Listing Rules. The gross proceeds from the offering amounted to approximately HK$5.94 billion (US$766.5m), prior to exercise of the over-allotment option. 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. Partners Yang Chu and Howard Zhang led the firm’s team in the transaction.

Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law), a member firm of Rajah & Tann Asia, is advising First Gen on the development, installation, ownership, operation and maintenance of a liquefied natural gas receiving, storage and regasification facility, under the Department of Energy’s Philippine Downstream Natural Gas Regulations. Partner Ben Dominic Yap is leading the firm’s team in the transaction.

Gibson, Dunn & Crutcher has acted as US counsel for the Special Committee on SINA’s US$2.59 billion merger with New Wave Holdings (NWH) and its wholly-owned subsidiary New Wave Mergersub (NWM). SINA, a leading online media company serving China and the global Chinese communities, entered into an agreement and plan of merger with NWH and NWM, pursuant to which NWH will acquire all of SINA’s outstanding ordinary shares not currently owned by NWH its affiliates in an all-cash transaction, implying an equity value of the company of approximately US$2.59 billion for all the ordinary shares. NWH is a wholly-owned subsidiary of New Wave MMXV, a BVI company controlled by Mr Charles Chao, chairman and CEO. Partners Fang Xue (Beijing) and Brian Lutz (San Francisco) are leading the firm’s team in the transaction, while Harney Westwood & Riegels is acting as Cayman Islands counsel. Skadden, Arps, Slate, Meagher & Flom is serving as US counsel to New Wave MMXV.

Herbert Smith Freehills has advised Happiest Minds Technologies, India’s pioneering digital business transformation company, on its oversubscribed IPO on India’s stock exchanges. The US$105 million offering was oversubscribed 150 times, making it one of India’s most successful IPOs in recent years. Committed to being a “mindful technology company”, Happiest Minds enables digital transformation for a range of businesses, capitalising on the growing demand for digitisation of businesses across a wide range of industries and partners around the world. Partner Siddhartha Sivaramakrishnan led the firm’s team in the transaction.

J Sagar Associates has advised ICICI Securities, Axis Capital, Edelweiss Financial Services and IDBI Capital Markets & Securities, as the book-running lead managers, on the recently concluded IPO of Route Mobile. The prospectus was filed on September 15, 2020, comprising of a public issue of approximately 17 million equity shares with face value of Rs10 (US$0.14) each, at a premium of Rs340 (US$4.60) each, aggregating to Rs6 billion (US$81.2m), comprising a fresh issue of Rs2.4 billion (US$32.5m) and an offer for sale by Route Mobile promoters Sandipkumar Gupta and Rajdipkumar Gupta aggregating to Rs3.6 billion (US$48.7m). Route Mobile provides cloud-communication platform as a service to enterprises, over-the-top players and mobile network operators. It was ranked as a tier one application-to-peer service provider internationally and for ‘value added services’ provided, ‘implementation process’ and ‘uptime performance’, among tier one vendors. Partner Arka Mookerjee led the firm’s team in the transaction.

J Sagar Associates has also advised Pearl Polymers and its promoters on the execution of the business transfer agreement for the slump sale of its B2B business to Manjushree Technopack. India-listed Pearl Polymers is a leading manufacturer of rigid packaging and houseware products since 1984. It offers a wide range of jars and bottles for use in the kitchen, home and offices. Through the sale of its B2B business to Manjushree Technopack, Pearl Polymers aims to further grow its well-known PearlPET brand to a new level, and expects to launch many new product lines in the near future. Manjushree Technopack is India’s largest rigid plastics packaging company with pan India presence. The proposed acquisition of will help Manjushree Technopack to further consolidate its leadership position in the rigid packaging segment. Partner Manvinder Singh led the firm’s team in the transaction, which is subject to customary closing conditions and regulatory approvals.

K&L Gates has advised leading global genetics and diagnostic health testing company Prenetics on its US$15 million financing round. The round was led by Apis Insurtech Fund I, a venture fund managed by Apis Partners, a global investment manager specializing in investments in sustainable early to growth stage businesses. Existing investor Alibaba Hong Kong Entrepreneurs Fund also participated in the round. The current round brings the total funds raised by Prenetics to more than US$60 million, since its inception in 2014. In Q4 of 2020, Prenetics plans to launch a low-cost rapid COVID-19 nucleic acid test, that is expected to be highly scalable to enable frequent testing and provide results within 30 minutes with no laboratory required. Prenetics is in talks with multiple governments globally about making the test widely available. Hong Kong corporate partner William Ho led the firm’s team in the transaction.

Khaitan & Co is advising Caesarstone on its proposal to acquire a majority stake in Lioli Ceramica, an India-based producer of cutting-edge porcelain countertop slabs operating innovative and technologically advanced manufacturing facilities in Asia. Israel-based Caesarstone is a concept and lifestyle-driven company with a customer-centered approach to designing, developing and producing high-end engineered surfaces used in residential and commercial buildings. Partners Kartick Maheshwari and Deepak Jodhani are leading the firm’s team in the transaction, which is valued at approximately Rs868.8 million (US$11.8m) and was announced on September 1, 2020. Veritas Legal is also advising on the deal.

Khaitan & Co has also advised CJK Group and its subsidiary, KnowledgeWorks Global, on the acquisition of Cenveo Services and Cenveo Learning from Cenveo Worldwide. Partners Sharad Moudgal and Indruj Rai led the firm’s team in the transaction, which was completed on September 8, 2020. Lathrop GPM advised the clients on US law aspects.

Maples Group has acted as BVI counsel to CSCIF Asia on the establishment of US$3 billion medium term note programme, unconditionally and irrevocably guaranteed by CSC Financial, and on its issue of US$500 million 1.75 percent guaranteed notes due 2025 under the programme. CSC Financial is a leading large full-service investment bank in China. The programme and the notes are listed in Hong Kong. Karen Zhang Pallaras led the firm’s team in the transaction, while Davis Polk & Wardwell advised as to English laws. The dealers and managers were advised by Linklaters as to English laws.

Maples Group has also acted as Cayman Islands counsel to SPIC MTN on the establishment of its US$3 billion medium term note and perpetual securities programme of the company and SPIC Luxembourg Latin America Renewable Energy Investment Company, guaranteed by SPIC Luxembourg Energy Investment Company or State Power Investment Corporation (SPIC), with the benefit of a keepwell deed provided by SPIC, and on its issuance of US$1 billion 1.625 percent guaranteed notes due 2025 under the programme. The notes are listed in Hong Kong.  SPIC is one of the top five power generation groups in China, and the only one with qualifications to hold, develop, construct and operate nuclear power plants, among the top five power groups in China. Karen Zhang Pallaras led the firm’s team in the transaction, while Clifford Chance acted as English counsel. Linklaters acted as the English and Hong Kong laws counsel to BOCI Asia and ICBC International Securities, as the arrangers.

Nishimura & Asahi has advised Tokyo-listed Yamada Denki, a Japanese consumer-electronics retailer, on its tender offer to acquire a 50.1 percent stake in Tokyo-listed Hinokiya Group, a Japanese residential-homes builder. Partner Tokuhiro Matsunaga led the firm’s team in the transaction.

Nishimura & Asahi also advised Tokyo-listed Takeda Pharmaceutical on the agreement for the sale and transfer of the majority of its generics pharmaceutical business and the Takayama manufacturing plant of Teva Takeda Pharma to Nichi-Iko Pharmaceutical. Partners Yo OtaMadoka ShimadaHiroko Shibata and Taeko Morita led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for medtech firm QT Vascular on its S$1 billion (US$729m) acquisition of Tengri Coal and Energy, a Mongolian mining and energy group. Upon completion, the acquisition will result in the reverse takeover of the company. Partners Danny Lim and Cynthia Wu are leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Groups360, an online meetings marketplace company, on its acquisition of the business of Idem Labs, an online hotel rooms booking platform provider. Partners Lawrence TanLoh Chun KiatLionel Tan and Celeste Lee led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised Larsen & Toubro on the all-cash sale of its electrical and automation (EAIC) business to Schneider. The transfer involved the slump sale of the domestic EAIC business, including transfer of the manufacturing facilities in Navi Mumbai, Ahmednagar, Vadodara, Coimbatore and Mysuru in India. The related EAIC subsidiaries in Saudi Arabia, Malaysia, Australia and Indonesia are also transferred to Schneider, as part of a share purchase transaction. Valued at US$2 billion, the deal closed on August 31, 2020. Senior partner Iqbal Khan, supported by managing partner Pallavi Shroff, senior partner Shweta Shroff Chopra and partners Aparna Mehra, Gauri Chhabra, Mukul Baveja, Ashoo Gupta, led the firm’s team in the transaction. Schneider Electric India was advised by AZB Partners and White & Case.

Shardul Amarchand Mangaldas & Co has also advised Turtle Shell Technologies on the investment from Prime Venture Partners, 3One4 Capital and YourNest Venture Capital. Turtle Shell is a five-year old startup that offers medical-grade contactless monitoring systems and devices, under the brand name ‘Dozee’, to patients, helping doctors and clinics to track remotely the key vitals of the human body, such as heart rate, respiration, oxygen saturation and stress-recovery. Indigoedge Management Consultancy acted as the investment banker on the transaction. Partner Roshan Thomas led the firm’s team in the transaction. NDS Law Partners advised Prime Venture Partners, 3One4 Capital and YourNest Venture Capital.

Skadden has represented Goldman Sachs, as the financial advisor to Hitachi Capital, on Hitachi Capital’s merger with Mitsubishi UFJ Lease & Finance Company. Since May 2016, the two companies have been in collaboration to reinforce their respective overseas infrastructure investment businesses. The merger was announced on September 24, 2020, and will be effective on April 1, 2021, pending shareholder approval at both companies. Prior to the effective date, the common stock of Hitachi Capital is scheduled to be delisted in Tokyo. The combined company’s annual sales are an estimated ¥1.4 trillion (US$13.2b). Tokyo partner Mitsuhiro Kamiya and New York partners Alexandra McCormack and Paul Schnell led the firm’s team in the transaction.

Stephenson Harwood has advised Grand Capital Securities on the establishment of its first private open-ended fund company (OFC), GC OFC, and the OFC’s two initial sub-funds. Grand Capital is a Hong Kong company licensed by the Hong Kong Securities Future Commission (SFC) to conduct type 1 (dealing in securities), the type 4 (advising on securities) and type 9 (asset management). The OFC, which is a variable capital structure, will give Grand Capital’s investors more flexibility to enter and exit the fund than they would have, if it were a fixed capital regime. Partner Penelope Shen led the firm’s team in the transaction.

WongPartnership has acted for AIMS APAC REIT on its issuance of S$125 million (US$91m) 5.56 percent perpetual securities. Partner Trevor Chuan led the firm’s team in the transaction.

WongPartnership has also advised Singapore Telecommunications on the regulatory and payment issues surrounding its collaboration with Great Eastern to offer insurance for telco bills and home contents. Partners Hui Choon YuenElaine Chan and Khoo Yuh Huey led the firm’s team in the transaction.

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Deals – September 23, 2020

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Allen & Gledhill has advised Oversea-Chinese Banking Corporation on the issue of US$1 billion 1.832 percent notes due 2030, under its US$30 billion global medium term note program. Partner Glenn Foo led the firm’s team in the transaction.

Allen & Gledhill has also advised the Housing and Development Board on the issue of S$800 million (US$585m) principal amount of fixed rate notes due 2025, as Series 092 under its S$32 billion (US$23.4b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners is advising Warburg Pincus on its acquisition, through an affiliate, of a more than 30 percent stake in Infoblox. Partners Anil Kasturi and Nandita Govind are leading the firm’s team in the transaction, which was signed on September 3, 2020 and is yet to be completed.

AZB & Partners is also advising HighSage Ventures on its Rs4.4 billion (US$59.8m) acquisition of a portion of stake held by Indiabulls Housing Finance in OakNorth Holding, the holding company of OakNorth Bank. Partners Anand Shah and Aditya Singh Chandel are leading the firm’s team in the transaction, which was signed on September 9, 2020 and is yet to be completed.

Davis Polk has advised the joint global coordinators and representatives of additional underwriters on the Rule 144A/Regulation S offering by ENN Energy Holdings of US$750 million 2.625 percent senior notes due 2030. Hong Kong-listed ENN Energy Holdings is one of the first privately-owned clean energy distributors in China. Its principal business is the investment in, and the operation and management of gas pipeline infrastructure, vehicle/ship gas refueling stations, and the sales and distribution of piped gas and LPG. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on a Rule 144A and Regulation S offering by Canadian Solar of US$230 million principal amount of its 2.5 percent convertible senior notes due 2025, which includes a US$30 million option to purchase additional notes, which was exercised in full. Canadian Solar was founded in 2001 in Canada, and is one of the world’s largest solar power companies. It is a leading manufacturer of solar photovoltaic modules and provider of solar energy solutions. Hong Kong partner Gerhard Radtke, supported by partner John Brandow, also led the firm’s team in the transaction.

Herbert Smith Freehills has advised China Road and Bridge Corporation (CRBC) on the development agreement for Rashakai Special Economic Zone in Pakistan. Pakistan’s prime minister Imran Khan witnessed the signing of the agreement on September 14, 2020 by the joint venture formed by CRBC and Khyber Pakhtunkhwa Economic Zones Development and Management Company (KPEZDMC) and the federal government, provincial government and KPEZDMC. The agreement concludes all preparatory negotiations, and marks the commercial closing of the SEZ in Pakistan’s northwestern province, part of the China Pakistan Economic Corridor. Beijing projects and infrastructure partner Ellen Zhang led the firm’s team in the transaction.

Khaitan & Co has advised SWAMIH Investment Fund-I, the Government of India’s special real estate fund, on the issuance of unlisted, secured, redeemable non-convertible debentures of up to Rs3 billion (US$40.8m) by Macrotech Developers. Partner Ashwin Bishnoi, supported by partner Harsh Parikh, led the firm’s team in the transaction, which is one of the largest implemented by the SWAMIH Investment Fund to alleviate stress in the real estate sector.

Khaitan & Co has also acted as Indian counsel to Gateway Distriparks on the issuance of equity shares, on a rights basis, to its eligible equity shareholders, aggregating to approximately US$15.9 million. Partner Abhimanyu Bhattacharya led the firm’s team in the transaction, which was completed on August 20, 2020.

L&L Partners has assisted Baker & McKenzie London on the India leg of KKR’s recent proposed multi-jurisdiction acquisition of a majority stake in multinational cosmetics and beauty company Coty’s professional beauty and retail haircare division businesses. The deal, announced on May 12, 2020 and signed on June 2, 2020, will see KKR acquire 60 percent stake in Coty’s professional beauty and retail haircare division businesses, which includes iconic brands such as Wella, Clairol, OPI and ghd. At the same time, KKR will purchase US$750 million of Series B convertible stock of Coty and a further US$250 million of Series B convertible stock. Partner Damini Bhalla led the firm’s team in the transaction, which had a reported global value of US$4.3 billion. Baker McKenzie, led by London EMEA private equity chair Karen Guch and partner Jannan Crozier, advised KKR.

Maples Group has acted as BVI counsel to CICC Hong Kong Finance 2016 MTN on its issue of US$500 million 1.75 percent notes due 2023, under the US$5 billion medium term note programme guaranteed by China International Capital Corporation (Hong Kong), with the benefit of a keepwell deed provided by China International Capital Corporation. China International Capital Corporation is one of China’s leading investment banking firms that engages in investment banking, securities, investment management and other financial services, primarily with institutional clients. The programme and the notes are listed in Hong Kong. Karen Zhang Pallaras led the firm’s team in the transaction, while Linklaters advised as to English and Hong Kong laws and Haiwen advised as to Chinese laws. The joint arrangers and dealers were advised by Allen & Overy as to English law and by King & Wood Mallesons as to Chinese law.

Maples Group has also acted as Cayman Islands and BVI counsel to Powerlong Real Estate Holdings on its issuance of US$200 million 6.25 percent senior notes due 2024. The notes are listed in Singapore. The issuer is a property developer in China, specialising in large-scale retail and residential complexes. Karen Zhang Pallaras also led the firm’s team in the transaction, while Dorsey & Whitney advised as to US and Hong Kong laws. The purchasers were advised by Skadden, Arps, Slate, Meagher & Flom as to US laws.

Nishimura & Asahi has advised Tokyo-listed Lixil Viva, a home improvement center operator and subsidiary of Tokyo-listed Lixil Group, on a tender offer by Tokyo-listed Arcland Sakamoto, a Japanese retailer/wholesaler of DIY and consumer products, for 45.45 percent of its issued common shares, as part of a transaction to make Lixil Viva a wholly-owned subsidiary of Arcland Sakamoto. Partners Mitsuhiro Harada, Tatsuya Nakayama and Kazumaro Kobayashi led the firm’s team in the transaction.

Nishimura & Asahi has also advised Tokyo-listed Sompo Holdings, a Japanese insurance holding company, on its acquisition of a stake in Tokyo-listed Renaissance, a Japanese fitness and sports club operator. Partners Tatsuya Tanigawa and Tatsuya Nakayama led the firm’s team in the transaction.

Norton Rose Fulbright has advised Qube Holdings, Australia’s largest integrated provider of import and export logistics, on the sale of its Minto industrial site to Charter Hall. The sale of the 30.6-hectare Minto site was first announced in July 2020 and, with approval from the Foreign Investment Review Board, settled on September 15, 2020 for approximately A$207 million (US$147.6m), reflecting an initial yield of 4.76 percent. The site is strategically located close to the South Sydney Freight Line, the M5, M7 and Hume Highway in NSW, and will now form part of Charter Hall’s expanded industrial and logistics property portfolio, the A$5.2 billion (US$3.7b) Prime Industrial Fund. The site is fully leased to four automotive logistics tenants, and is currently used for car import, storage and distribution, and has the potential to be developed as an intermodal rail terminal. Real estate partner Deanne Ogilvie led the firm’s team in the transaction.

Paul Hastings has represented Contemporary Ruiding Development (CRD) on its debut offshore bond issuance. The offering involved US$1 billion 1.875 percent guaranteed bonds due 2025 and US$500 million 2.625 percent guaranteed bonds due 2030, guaranteed by Contemporary Amperex Technology (CAT). The firm advised both the issuer and the guarantor, as to Hong Kong Law and English Law on the transaction. The Hongkong and Shanghai Banking Corporation, Merrill Lynch (Asia Pacific), ICBC International Securities and CMB International Capital acted as the joint global coordinators, joint book-runners and joint lead managers. Barclays Bank, Bank of China, CCB International Capital, China CITIC Bank International, China Everbright Bank Hong Kong Branch, China Minsheng Bank Hong Kong Branch, China PA Securities (Hong Kong), Citigroup Global Markets, Shanghai Pudong Development Bank Hong Kong Branch and Standard Chartered Bank acted as the joint book-runners and joint lead managers. CRD is an indirect wholly-owned subsidiary of CAT, a leading manufacturer of lithium-ion battery based in the Fujian Province in China. CAT is the largest electric vehicles battery brand in China, based on market share in 2019. The proceeds from this offering will be used for financing its offshore project construction and working capital. Global partner and chair of Greater China Raymund Li and corporate partner James Ma led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has acted for Vedanta, Ravva Oil (Singapore) and Videocon Industries, through their resolution professional, as the award holders in proceedings against the Government of India. The Supreme Court upheld the enforcement of the foreign award rendered by the Delhi High Court on February 2020, stating that the limitation period for enforcement of a foreign award is three years. Partners Anirudh Das and Aashish Gupta advised the clients.

Trilegal has advised the Government of India on the offer for sale, through the stock exchange, of the equity shares of Hindustan Aeronautics. The President of India, acting through the Department of Defence Production, sold approximately 15 percent of its stake in Hindustan Aeronautics, aggregating to approximately Rs49.3 billion (US$670m). Partner Bhakta Patnaik led the firm’s team in the transaction, while Herbert Smith Freehills acted as international counsel.

WongPartnership has acted for SCHS International on the co-management agreement for managing an international school within Guangzhou Knowledge City. Partners Joseph He and Miao Miao led the firm’s team in the transaction.

WongPartnership has also acted for Timing on successfully obtaining a provisional garnishee order on the joint accounts of Singaporean businessman Jeff Tay and his wife, Cindy Iwasaki Tay: Timing Limited v Tay Toh Hin & Anor [2020] SGHC 169. The case is the first reported decision by the Singapore High Court to hold that, as a question of law, a joint account can be garnished, subject to certain requirements, where there is a strong prima facie basis for concluding that all the moneys in the joint account belong to the judgment debtor. Partner Koh Swee Yen led the firm’s team, comprising Lin ChunlongGoh Mu Quan and Dana Chang, in the application.

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Deals – September 16, 2020

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Allen & Gledhill has acted as transaction counsel for CVC Capital Partnersand the sellers on the US$1.2 billion 100 percent sale of Softex Indonesia, a leading personal care business in Indonesia, to Kimberly-Clark. This transaction involved deploying a US-style warranty and indemnity insurance policy (W&I) for an Indonesian transaction, as opposed to the more customary Asian W&I insurance policy. Partners Prawiro Widjaja, Elsa Chen and Eugene Ho led the firm’s team in the transaction, while partner Rahmat Soemadipradja from Soemadipradja & Taher, Allen & Gledhill’s alliance firm in Indonesia, advised on the Indonesian aspects.

Allen & Gledhill has also acted as transaction counsel for Rainbow Readers on the S$730 million (US$536.4m) sale of its equity interest in Canadian International School to China Maple Leaf Educational Systems, an operator of K-12 schools listed in Hong Kong. Rainbow Readers is the joint venture between Southern Capital and HPEF Partners. Canadian International School is one of the largest international schools in Singapore. Partners Steven Seow, Ko Xiaozheng, Hoo Sheau Farn and Gloria Goh led the firm’s team in the transaction.

Appleby has acted as Cayman Islands counsel to China Baofeng (International), a Cayman Islands company with shares previously listed in Hong Kong, on its privatisation via scheme of arrangement. The scheme was approved at the meeting of scheme shareholders on August 17, 2020, and became effective on September 4, 2020. The total amount of consideration payable for the cancellation of the scheme shares pursuant to the scheme is approximately HK$540 million (US$70m). China Baofeng engages in photovoltaic power generation projects and the sale of lighting products, lamp shades, furniture sets and other home accessory products. Vincent Chan and partner Eliot Simpson, supported by Cayman partner Tony Heaver-Wren, led the firm’s team in the transaction.

AZB & Partners has advised Tiger Global Management on its acquisition of a minority stake in Zomato. Partners Ashwath Rau, Jasmin Karkhanis and Bharat Budholia led the firm’s team in the transaction, which was valued at Rs7.35 billion (US$100m) and was completed on September 10, 2020.

AZB & Partners has also advised SLP Beta Holdings Cayman (Silverlake) on its acquisition, along with other investors, of a minority stake in Think & Learn (Byju’s). Partner Roxanne Anderson led the firm’s team in the transaction, which was valued at US$500 million and was completed on September 10, 2020.

Baker McKenzie has advised Asian Citrus Holdings on the resumption of trading of its shares in Hong Kong starting September 1, 2020. This marks an important case in Hong Kong, where a listed company resumed trading of its shares under the city’s new delisting regime, and that the Listing Committee’s decision to cancel the listing has been overturned under the new review structure. Asian Citrus plants, cultivates and sells agriculture produce and distributes various high-quality fruits in China. Trading of the company’s shares has been suspended since September 29, 2016. Hong Kong capital markets partner Lawrence Lee led the firm’s team in the transaction.

Davis Polk has advised the joint book-runners and lead managers on Mizuho Financial Group’s SEC-registered takedown offering of senior notes, which consisted of US$900 million principal amount of 0.849 percent senior fixed-to-floating-rate notes due 2024, US$800 million principal amount of 1.979 percent senior fixed-to-floating-rate notes due 2031 and US$300 million principal amount of senior floating-rate notes due 2024. Structured to count as total loss-absorbing capacity, under the Japanese TLAC regulations, the notes are listed in Singapore. Mizuho Financial Group is a Japanese bank holding company that is the ultimate parent company of the Mizuho Group, one of the largest financial institution groups in the world. Partner Jon Gray led the firm’s team in the transaction.

Davis Polk has also advised the lead placement agent on I-Mab’s US$418 million private placement of approximately 29.13 million ordinary shares and warrants to subscribe for approximately 5.34 million ordinary shares. I-Mab is a dynamic, global biotech company exclusively focused on discovery, development and soon commercialization of novel or highly differentiated biologics in the therapeutic areas of immuno-oncology and autoimmune diseases. New York partner Yasin Keshvargar led the firm’s team in the transaction.

Eversheds Sutherland has advised DBS Asia Capital, as the financial adviser to Skyworth Group, on a share buyback by Skyworth. The total deal value is approximately HK$1.84 billion (US$237.4m), based on a conditional cash offer to buy-back up to 392 million shares at HK$2.80 (US$0.36) per share. The offer also involved an application by Skyworth’s controlling shareholder for a whitewash waiver. Skyworth manufactures and markets advanced consumer electronic products and accessories. Skyworth is also involved in property development. The company was established in 1988, headquartered in Hong Kong and listed in Hong Kong in 2000. Asia corporate head Stephen Mok led the firm’s team in the transaction.

Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law), a member firm of Rajah & Tann Asia, has advised AC Energy Philippines on the investment arrangements between AC Energy and Thomas Lloyd Group. Partner Annalisa Carlota led the firm’s team in the transaction, which was valued at approximately PH₱2.8 billion (US$57.8m).

HHP Law Firm has advised PasarPolis, an Indonesian insurtech company, on the closing of its US$54 million series B funding. Founded in 2015 in Jakarta, PasarPolis offers affordable micro-insurance to ride-hailing drivers, couriers and online shoppers and sellers. In 2019, PasarPolis has sold more than 650 million policies. Gerrit Jan Kleute led the firm’s team in the transaction.

JSagar Associates has represented UltraTech Cement (UTC) before Ld. Andhra Pradesh Electricity Regulatory Commission (APERC) on obtaining a relief that the power consumed from waste-to-heat recovery system (WHRS)-based cogeneration plants has to be treated at par with consumption of electricity from renewable energy sources. Consequently, Ld. APERC has, for the first time, held that that the consumption of electricity from a WHRS is eligible for the twin benefits of exemption from renewable purchase obligation (RPO) and of set-off against the RPO requirement for consumption of power from conventional sources. RPO is a dispensation under the Electricity Act 2003, where certain entities consuming energy, other than the area distribution licensees, from conventional fossil fuel sources are mandated to purchase a percentage of their requirement from renewable energy sources. Ld. APERC’s order will provide a major relief to various manufacturing units across cement, metal and chemical industries, which are round-the-clock manufacturing processes consuming a large volume of power. Joint managing partner Amit Kapur and partners Abhishek Munot and Kunal Kaul led the firm’s team in the transaction.

Khaitan & Co has acted as Indian counsel to British Columbia Investment Management (BCI) on its acquisition, alongside Brookfield Infrastructure Partners, Singapore’s sovereign wealth fund GIC and other investors, of 100 percent stake of Tower Infrastructure Trust, an InvIT that holds 100 percent stake in Reliance Jio Infratel, from the Reliance Group. Reliance Jio Infratel owns approximately 135,000 communication towers, which forms its telecommunication network. More towers are planned, increasing the total number of towers in the transaction to approximately 175,000. The total equity commitment for the transaction is approximately US$3.4 billion. BCI is one of Canada’s largest institutional investors, with over C$171 billion (US$130b) of managed net assets. Partners Siddharth Shah, Anuj Shah, Aashutosh Sampat, Vivek Mimani and Shantanu Gupta, supported by partners Anisha Chand and Bijal Ajinkya, led the firm’s team in the transaction, which was completed on August 31, 2020. AZB & Partners, led by partners Gautam Saha, Sachin Mehta, Ambarish Mohanty, Swati Chauhan, Nikhil Bahl, Samir Gandhi and Hemangini Dadwal, represented Brookfield Asset Management, while Cyril Amarchand Mangaldas represented Reliance Industries. Nishith Desai and Associates represented GIC.

Khaitan & Co has also advised CJK Group and its subsidiary KnowledgeWorks Global on the acquisition of Cenveo Services and Cenveo Learning from Cenveo Worldwide. Partners Sharad Moudgal and Indruj Rai led the firm’s team in the transaction, which was completed on September 8, 2020. Lathrop GPM advised the clients on US law.

L&L Partners has advised Platinum Equity, a global investment firm with approximately US$23 billion of assets under management and a portfolio of approximately 40 operating companies, on the India leg of its global acquisition of Deluxe Entertainment Services’ distribution business. Partner Damini Bhalla, supported by partner Gunjan Mishra and senior partner Mohit Saraf, led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as global counsel.

L&L Partners has also assisted Baker & McKenzie London on the India leg of KKR’s recent proposed multi-jurisdiction acquisition of a majority stake in Coty’s professional beauty and retail haircare division businesses. Partner Damini Bhalla led the firm’s team in the transaction, which has a reported global value US$4.3 billion.

Maples Group has acted as BVI counsel to Yunnan Energy Investment Overseas Finance on its issue of US$150 million 3.5 percent guaranteed bonds due 2023 and US$150 million 4.5 percent guaranteed perpetual capital securities, guaranteed by Yunnan Provincial Energy Investment Group. The guarantor and its subsidiaries are principally engaged in the investment and development of the energy sector in Yunnan Province of China. The bonds and the securities are listed in Hong Kong. Juno Huang led the firm’s team in the transaction, while Herbert Smith Freehills advised as to English and Hong Kong laws and Beijing Dentons Law Office advised as to Chinese law. The managers were advised by Linklaters as to English and Hong Kong laws and by Jingtian & Gongcheng as to Chinese law.

Maples Group has also acted as BVI counsel to China Great Wall International Holdings V on its issuance of US$500 million 2.375 percent guaranteed senior notes due 2030, guaranteed by China Great Wall AMC (International) Holdings. The guarantor is a direct wholly-owned subsidiary of China Great Wall Asset Management, one of the four leading asset management companies and a leading provider of comprehensive financial services and innovative products in China. The notes are listed in Hong Kong. Karen Zhang Pallaras led the firm’s team in the transaction, while Clifford Chance acted as English law counsel. Linklaters acted as the English law counsel to the joint lead managers.

Paul Hastings has represented Contemporary Ruiding Development (CRD) on its debut offshore bond issuance. The offering involved US$1 billion 1.875 percent guaranteed bonds due 2025 and US$500 million 2.625 percent guaranteed bonds due 2030, guaranteed by Contemporary Amperex Technology (CAT). The firm advised both the issuer and the guarantor, as to Hong Kong and English laws aspects of the transaction. The Hongkong and Shanghai Banking Corporation, Merrill Lynch (Asia Pacific), ICBC International Securities and CMB International Capital acted as the joint global coordinators, joint book-runners and joint lead managers. Barclays Bank, Bank of China, CCB International Capital, China CITIC Bank International, China Everbright Bank Hong Kong Branch, China Minsheng Bank Hong Kong Branch, China PA Securities (Hong Kong), Citigroup Global Markets, Shanghai Pudong Development Bank Hong Kong Branch and Standard Chartered Bank acted as the joint book-runners and joint lead managers. CRD is an indirect wholly-owned subsidiary of CAT, a leading manufacturer of lithium-ion battery based in the Fujian Province in China. The proceeds from this offering will be used for financing its offshore project construction and working capital. Raymond Li, global partner and chair of Greater China and corporate, and partner James Ma, led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Koufu, a wholly-owned subsidiary of Koufu Group, on the S$22 million (US$16.2m) acquisition of the entire issued and paid-up ordinary shares in the capital of Deli Asia (S), DeliSnacks, Dough Culture and Dough Heritage. Partner Hoon Chi Tern led the firm’s team in the transaction, which marks Koufu’s first acquisition since its IPO.

Shardul Amarchand Mangaldas & Co has advised State Bank of India on providing financial assistance for purchasing the third bundle of toll-operate-transfer (TOT) road assets auctioned by the National Highways Association of India (NHAI) under the government’s model to nine Indian special purpose vehicles of Cube Mobility Investments, part of Cube Highways group. Signed on September 7, 2020, the deal is valued at US$475.86 million. The TOT model developed by NHAI uses a onetime, upfront concession fee paid to the government, in return for the right to operate, maintain and collect tolls over 30 years on select operational national highway stretches. This landmark transaction is one of the largest financings in the Indian road sector. Partner Debashree Dutta, supported by partner Anurag Dwivedi, led the firm’s team in the transaction, while Shook Lin & Bok advised as the foreign lender counsel. Cube Highways was advised by Cyril Amarchand Mangaldas.

Simpson Thacher has represented the underwriters on New York-listed Yum China Holdings’ global offering and listing of shares of common stock in Hong Kong. Yum China offered approximately 41.91 million shares, under the new “Chapter 19C regime” introduced by the Hong Kong Stock Exchange to attract listings by high profile issuers that are already listed in the US and London. In conjunction with the Hong Kong listing, Yum China also conducted a global offering of new Hong Kong-listed shares of common stock, which will be fully fungible with the shares of common stock which are listed and traded in New York. The base offering size was HK$17.27 billion (US$2.2b), before exercise of the underwriters’ overallotment option. Goldman Sachs acted as the sponsor for the global offering and, together with Citigroup, CMBI and UBS, as joint global coordinators for the global offering. Yum China is the largest restaurant company in China, in terms of 2019 system sales. With a vision to become the world’s most innovative pioneer in the restaurant industry, Yum China owns KFC, Pizza Hut, Taco Bell and some other emerging brands in China. Hong Kong partner Daniel Fertig led the firm’s team in the transaction.

WongPartnership has acted for DBS, as the financial adviser to the offeror, Orogreen Investment, on the voluntary conditional cash offer for SK Jewellery Group. Partner Dawn Law led the firm’s team in the transaction.

WongPartnership has also acted for KKR on the S$300 million (US$220.4m) funding round of PropertyGuru. Partner Kyle Lee led the firm’s team in the transaction.

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Deals – September 9, 2020

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Allen & Gledhill has acted as transaction counsel for Ascendas Funds Management (S), as manager of Ascendas Real Estate Investment Trust (Ascendas Reit), on the establishment of a S$7 billion (US$5m) euro medium term securities programme, and on the issue of S$100 million (US$73m) 2.65 percent notes due 2030 under the programme, by HSBC Institutional Trust Services (Singapore), as trustee of Ascendas Reit. The issuance is the first green bond to be issued under the newly-established Green Finance Framework by Ascendas Reit. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised the European Bank for Reconstruction and Development on the US$200 million term loan facilities to Olam International and its wholly-owned subsidiary Olam Treasury. The facilities consist of a term loan of US$50 million and a term loan US$150 million. The proceeds from the facilities will be used to finance the working capital needs of Olam International and Olam Treasury to purchase, process, store and transport agricultural commodities. Partner Mark Hudspeth led the firm’s team in the transaction.

AZB & Partners has advised Schneider Electric Industries SAS and Temasek Holdings on the acquisition, via business transfer on a slump sale basis, by Schneider Electric India of the offshore subsidiaries relating to the electrical and automation business of Larsen and Toubro, and on the acquisition, via share sale, by Schneider Singapore of the entire shareholding of the offshore subsidiaries from L&T International FZE, a subsidiary of Larsen and Toubro. Partners Ashwath Rau and Jasmin Karkhanis led the firm’s team in the transaction, which was valued at Rs140 billion (US$1.9b) and was completed on August 31, 2020.

AZB & Partners has also advised Schneider Electric Industries SAS, Schneider Electric Services International and Schneider Electric India on the acquisition by Schneider and Temasek of 65 percent shares and 35 percent shares, respectively, in Schneider Electric India. Partners Ashwath Rau and Jasmin Karkhanis also led the firm’s team in the transaction, which was valued at Rs85 billion (US$1.15b) and was completed on August 31, 2020.

Clifford Chance has advised China International Capital Corporation and Morgan Stanley, as the joint sponsors, and Citi and CLSA, as the other underwriters, on Chinese bottled water and beverage company Nongfu Spring’s US$1.08 billion IPO and listing in Hong Kong. The IPO by the Hangzhou-based company is one of the largest in Hong Kong, and the world’s second largest by a food and beverage company this year. China co-managing partner Tim Wang and partners Liu Fang and Tianning Xiang led the firm’s team in the transaction.

Davis Polk has advised Tencent Music Entertainment Group on its debut SEC-registered notes offering, consisting of US$300 million 1.375 percent notes due 2025 and US$500 million two percent notes due 2030. Tencent Music is the largest online music entertainment platform in China, operating four out of China’s top five music mobile apps. Its platform is comprised of online music, online karaoke and music-centric live streaming products, supported by content offerings, technology and data. Tencent Music’s ADSs currently trade in New York. Partners Li He, Gerhard Radtke and James Lin led the firm’s team in the transaction, while Maples Group, led by Karen Zhang Pallaras, acted as Cayman Islands counsel, and Han Kun Law Offices acted as China counsel. Latham & Watkins and Zhong Lun Law Firm acted as the US and China counsels, respectively, to the underwriters.

Davis Polk has also advised the joint book-running managers on a US$575 million SEC-registered debt offering by Flex. The offering consisted of US$250 million principal amount of its 3.75 percent notes due 2026, which will form a single series with the US$425 million principal amount of 3.75 percent notes due 2026 which Flex issued on May 12, 2020, and US$325 million principal amount of its 4.875 percent notes due 2030, which will form a single series with the US$325 million principal amount of its 4.875 percent notes due 2030 which Flex issued on May 12, 2020. Headquartered in Singapore, Flex is a globally-recognized provider of Sketch-to-Scale services – innovative design, engineering, manufacturing and supply chain services and solutions – from conceptual sketch to full-scale production. Partner Alan Denenberg, supported by partners Michael Farber and Frank Azzopardi, led the firm’s team in the transaction.

Gatmaytan Yap Patacsil Gutierrez & Protacio, a member firm of Rajah & Tann Asia, has advised LafargeHolcim (LH) and Holcim Philippines (HP) on LH’s US$2.15 billion divestment of its entire shareholdings in HP, in relation to the corporate/commercial, regulatory and competition law aspects of the transaction. Unfortunately, the deal ultimately did not proceed, because it lapsed before the approval of the Philippine Competition Commission could be obtained. Partner Norma Margarita Patacsil led the firm’s team in the transaction.

Gibson, Dunn & Crutcher has represented Kimberly-Clark on its acquisition of Softex Indonesia, a leader in the Indonesian personal care market, in an approximately US$1.2 billion all-cash transaction from a group of shareholders, including CVC Capital Partners Asia Pacific IV. The acquisition improves Kimberly-Clark’s currently limited position in Indonesia to one with strong market share in key personal care categories across Southeast Asia’s largest economy. Approximately 80 percent of Softex sales come from diapers, and it currently holds the number two market share position. Its remaining sales are mostly in the feminine care and adult care categories. Partners Saptak Santra (Singapore) and Jeffrey Chapman (Dallas), supported by partners Jonathan Whalen (Dallas), Daniel Angel (New York), Kelly Austin (Hong Kong) and Sébastien Evrard (Hong Kong), led the firm’s team in the transaction, which is expected to close in the fourth quarter of 2020, subject to customary closing conditions.

J Sagar Associates has advised Creador on a Rs2.5 billion (US$34m) investment, thru the acquisition of shares from Tata Capital Heatlhcare Fund, in Shriji Polymers (India). Shriji Polymers is a leading manufacturer of rigid plastic packaging for regulated pharma industry, offering comprehensive portfolio of products across bottles, caps and specialty products to leading global generic pharmaceutical manufacturers. Creador is a private equity firm, most active in the corridor between South Asia and South East Asia, specializing in India in growth capital investments in the field of financial services, pharma, healthcare and retail. Corporate partners Aarthi Sivanandh and Bhavana Alexander, supported by partners Akshat Jain and Kumarmanglam Vijay led the firm’s team in the transaction.

J Sagar Associates has also advised Godrej Fund Management (GFM) on the the buyout of a land parcel in Bangalore (Hebbal), on which GFM would develop a commercial project. This investment has been undertaken under the Godrej Build-to-Core office platform set up with various investors. Partners Rupinder Malik and Rajul Bohra, supported by partner Malini Raju, led the firm’s team in the transaction.

K Law is advising TTK Prestige on obtaining an ex-parte injunction vide order dated November 30, 2018 on the complaint against Sarvodaya Industries for infringement of the trademark and copyright of “Prestige”, thru the trade-dress of the infringing mark “Prestone”, which was designed with the intention of passing-off the products as that of “Prestige”. The injunction was confirmed via an order dated August 19, 2020 until disposal of the suit. Senior partner Nikhil Krishnamurthy and partner Shujath Ahmed are leading the firm’s team in the transaction.

Khaitan & Co is advising Caesarstone on its proposal to acquire a majority stake in Lioli Ceramica. Israel-based Caesarstone is a concept and lifestyle-driven company with a customer-centered approach to designing, developing and producing high-end engineered surfaces used in residential and commercial buildings. Lioli Ceramica is an India-based producer of cutting-edge porcelain countertop slabs operating innovative and technologically advanced manufacturing facilities in Asia. Partners Kartick Maheshwari and Deepak Jodhani are leading the firm’s team in the transaction, which was valued at Rs868.8 million (US$11.8m) and was announced on September 1, 2020. Veritas Legal also advised on the transaction.

Khaitan & Co has also acted as Indian counsel to ICICI Securities, as the lead manager, on the initial offer, via a private placement, by Tower Infrastructure Trust of approximately 2.52 billion units at Rs100 (US$1.36) per unit, aggregating to Rs252.15 billion (US$3.43b). Tower Investment Trust is an InvIT sponsored by Reliance and Brookfield. Executive director Sudhir Bassi and Abhimanyu Bhattacharya led the firm’s team in the transaction, which was completed on September 1, 2020. Latham & Watkins acted as international counsel to ICICI Securities. Cyril Amarchand Mangaldas advised the trust, Reliance and the investment manager as to Indian law, while AZB & Partners advised Brookfield as to Indian Law.

Maples Group has acted as Cayman Islands counsel to KE Holdings on its IPO in New York. Structured through a Cayman Islands company, Beijing-based KE Holdings operates popular online housing platform Beike Zhaofang, which allows users to buy new and second-hand real estate and rent apartments. The offering, which closed on August 17, 2020, raised approximately US$2.1 billion, and is the largest US listing from a Chinese company in two years. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Han Kun Law Offices acted as US and Chinese counsels, respectively. Davis Polk & Wardwell and Jingtian & Gongcheng acted as US and Chinese counsels, respectively, to Goldman Sachs, Morgan Stanley & Co, China Renaissance Securities and JP Morgan Securities, as the underwriters.

Maples Group has also acted as Cayman Islands counsel to Li Auto on its IPO of 95 million American Depositary Shares, representing its class A ordinary shares, and its listing on Nasdaq. An innovator in China’s new energy vehicle market and designs, Li Auto develops, manufactures and sells premium smart electric SUVs. The offering, which closed on August 3, 2020, raised approximately US$1.1billion. Partner Richard Spooner also led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Han Kun Law Offices acted as US and China counsels, respectively. Kirkland & Ellis and King & Wood Mallesons acted as US and China counsels, respectively, to Goldman Sachs (Asia), Morgan Stanley & Co, UBS Securities and China International Capital Corporation Hong Kong Securities, as the underwriters.

Milbank has represented Rizal Commercial Banking Corporation on its issuance of US$300 million 6.5 percent non-cumulative subordinated Additional Tier 1 (AT1) capital securities. The transaction marks both the first AT1 offering out of the Philippines, and RCBC’s first AT1 securities issuance. The transaction, which was highly subscribed, also reopened the US dollar AT1 securities market in Southeast Asia, after the most recent issuance in February this year. In terms of assets, universal bank RCBC is among the largest private domestic banks in the Philippines. RCBC is majority-owned by the Yuchengco Group of Companies, one of the oldest and largest conglomerates in Southeast Asia. Hong Kong partners James Grandolfo and Paul Pery, supported by London partner James Warbey, led the firm’s team in the transaction.

Norton Rose Fulbright has advised Goldwind Australia on the successful application for funding support, pursuant to the NSW Emerging Energy Program. Under the program, a A$10 million (US$7.3m) grant funding is provided to Goldwind Australia for the design, construction and operation of a proposed 84MW gas engine and battery storage project that is subject to approval. This project is one of four capital projects awarded funding by the NSW Government under the NSW Emerging Energy Program. The four projects will receive a combined A$37.5 million (US$27.3m) in funding. Banking and finance partner Scott Millar led the firm’s team in the transaction.

Paul Hastings has advised China Bohai Bank on its US$1.77 billion share offering in Hong Kong. China Bohai Bank listed its H shares in Hong Kong in July. CCB International Capital, Haitong International Capital, ABCI Capital and CLSA Capital Markets acted as the joint sponsors for the listing. China Bohai Bank is the youngest nationwide joint-stock commercial bank in China. It is also the first nationwide joint-stock commercial bank to introduce a foreign strategic investor at the stage of establishment since 2000. Global partner and chair of Greater China Raymond Li and corporate partners Neil TorpeyVincent Wang and Chaobo Fan led the firm’s team in the transaction, which is the largest Hong Kong IPO this year.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for CapitaLand Treasury, as borrower, and CapitaLand, as guarantor, on the grant of a S$500 million (US$366m) sustainability-linked term loan facility by United Overseas Bank. Partners Ng Sey Ming, Lee Weilin and Ho Mei Shi led the firm’s team in the transaction, which is the largest sustainability-linked bilateral loan in Singapore’s real estate sector to date.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is also advising Sinochem International (Overseas) on its S$175.45 million (US$128m) renounceable non-underwritten rights issue of shares to shareholders. Partner Danny Lim is leading the transaction.

Shardul Amarchand Mangaldas has advised Leadership Boulevard and its promoters Sumeet Yashpal Mehta and Smita Deorah on an investment by Westbridge AIF-I, along with Konark Trust and MMPL Trust, via subscription of equity shares and series C1 compulsorily convertible preference shares. The first tranche of the deal closed on August 20, 2020, and is valued at approximately US$28 million. Partner Nivedita Tiwari led the firm’s team in the transaction, while Induslaw conducted vendor due diligence and advised existing investor Elevar IIV AIF. Platinum Partners advised Westbridge AIF-I, along with Konark Trust and MMPL Trust.

Skadden has advised NIO, a pioneer in China’s premium smart electric vehicle market, on its offering of 88.5 million new American Depositary Shares. Each ADS represents one NIO Class A ordinary share, at US$17 per ADS, for a total offering size of US$1.5 billion, exclusive of the underwriters’ exercise of their option to purchase up to approximately 13.3 million additional ADSs. The firm also advised NIO on its US$1 billion IPO in New York in 2018. Partners Julie Gao (Hong Kong) and Adrian Deitz (Sydney) led the firm’s team in the transaction.

Skadden has also advised LaSalle LOGIPORT REIT, a J-REIT listed in Tokyo, on its global offering of 261,904 new investment units, consisting of 123,750 international units to be offered outside Japan, and 138,154 units to be offered within Japan. The units are offered at ¥176,677 (US$1,662.50) each, for a total offering size of ¥46.272 billion (US$435.4m). Some underwriters have an option to purchase up to an additional 13,096 new units in Japan. Tokyo partner Kenji Taneda led the firm’s team in the transaction.

SSEK Indonesian Legal Consultants has acted for TSH Resources, one of Malaysia’s largest plantation companies, as the seller on a US$110.1 million Indonesian landbank transaction. TSH entered into two conditional shares sale and purchase agreements with KL Kepong, through its wholly-owned subsidiary, Taiko Plantations. TSH, through its subsidiaries TSH Global Plantation and TSH Oversea, disposed of 90 percent equity interest in two Indonesian companies, Farinda Bersaudara and Teguh Swakarsa Sejahtera. Managing partner and supervising partner of land and plantation practices Denny Rahmansyah, supported by partner Rusmaini Lenggogeni, led the firm’s team in the transaction, which is expected to be completed by the first quarter of 2021, subject to the approval of TSH’s shareholders and of relevant authorities.

Withers has represented Cambium Grove Capital, an Asia-based asset management platform that invests in alternative credit, private equity and special situation opportunities, as the lead arranger on a HK$1.75 billion (US$225.8m) restructuring and refinancing of an existing senior facility of a real estate group in Hong Kong. A HK$400 million (US$51.6m) mezzanine loan was extended to the borrower to refinance the facility secured by a second mortgage on prime real estate in Hong Kong, along with other securities granted by affiliates of the borrower group. Head of Greater China commercial Mabel Lui, with real estate partner Polly Chu, led the firm’s team in the transaction.

Wong & Partners has acted for Ekuiti Nasional, a government-linked private equity fund management company, on the divestment of its 100 percent equity interest in PrimaBaguz to US-based processed meat company Johnsonville International, based on an enterprise value of M$175 million (US$42m). PrimaBaguz is a leading manufacturer of premium and high-quality halal meat-based products, such as sausages, cold cuts, meatballs, patties, soup and sauces. It caters to more than 15 brands in Malaysia and other countries. Partner Munir Abdul Aziz led the firm’s team in the transaction, which was completed on August 18, 2020. Rahmat Lim & Partners represented Johnsonville International.

WongPartnership has acted for Blackbird Ventures on the Series A fundraising round of See-Mode Technologies. Partner Kyle Lee led the firm’s team in the transaction.

WongPartnership has also acted for Frasers Commercial Trust on its S$143 million (US$104.5m) sustainability-linked loan. Partner Christy Lim led the firm’s team in the transaction.

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Deals – September 2, 2020

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Allen & Gledhill has advised Flex on the issue of US$250 million 3.75 percent notes due 2026 and US$325 million 4.875 percent notes due 2030. Nasdaq-listed Flex is a globally-recognised provider of Sketch-to-ScaleTM services, from conceptual sketch to full-scale production. Partners Tan Tze Gay, Bernie Lee and Sunit Chhabra led the firm’s team in the transaction.

Ashurst has acted for Australia and New Zealand Banking Group (ANZ), Sumitomo Mitsui Banking Corporation (SMBC) and Shinhan Bank, as the joint mandated lead arrangers and book-runners, on a US$450 million syndicated green loan to SK Battery America, a subsidiary of listed Korean oil refining company SK Innovation. SK Innovation is a leading oil and chemical company in South Korea, and a core business of the SK group, the country’s third-largest conglomerate. The company’s origins date back to the establishment of Korea Oil, the country’s first oil refining company, in 1962. The proceeds of the loan will finance the construction and development of proposed electric vehicle battery plants in the US, in line with the company’s green finance framework. ANZ and SMBC acted as joint green coordinators, while ANZ acted as agent on the transaction, which closed shortly after the introduction of the new green loan guidelines jointly published by the APLMA, LMA and LSTA. Partners Jean Woo and Michael Neary led the firm’s team in the transaction.

AZB & Partners is 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. Partners Shameek Chaudhuri, Arvind Ramesh and Bharat Budholia are leading the firm’s team in the transaction, which was signed on August 21, 2020 and is yet to be completed.

AZB & Partners is also advising TA Associates and Francisco Partners on their acquisition of a significant stake in Edifecs. Partner Anu Tiwari is leading the firm’s team in the transaction, which was signed on July 13, 2020 and is yet to be completed.

Davis Polk has advised the joint lead managers on a US$500 million Regulation S bonds offering by Shui On Development (Holding) of its 6.15 percent senior notes due 2024, guaranteed by Shui On Land. Shui On Land is one of the leading property developers in China and the flagship property company of the Shui On Group in China, with a focus on large-scale city-core property development projects. Hong Kong corporate partner Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the joint lead managers on a US$50 million Regulation S offering by Shuifa International Holdings (BVI) of its 4.3 percent guaranteed bonds due 2023, to be consolidated and form a single series with US$350 million 4.3 percent guaranteed bonds due 2023 issued on May 8, 2020 on the fungible date, as defined in a supplemental trust deed guaranteed by Shuifa Group. Shuifa Group is a leading state-owned conglomerate that focuses on the provision of comprehensive water-related services and solutions, ranging from hydraulic engineering construction, water supply and wastewater treatment to clean energy. Hong Kong corporate partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.

J Sagar Associates has advised The Phoenix Mills on its qualified institutions placement. Phoenix filed a placement document on August 21, 2020, for the issue of approximately 18.2 million equity shares, aggregating to approximately Rs11 billion (US$150.6m), to qualified institutional buyers. CLSA India, HSBC Securities and Capital Markets (India), Kotak Mahindra Capital and UBS Securities India acted as the lead managers to the issue. Phoenix is one of India’s leading retail asset developers, owners and operators, with the largest retail portfolio among listed companies in India. Its existing real estate portfolio primarily comprises retail-led, mixed-use developments in prime locations, together with commercial office and residential developments, as well as hospitality projects. Partner Arka Mookerjee led the firm’s team in the transaction, which was another all-virtual transaction amid the ongoing Covid-19 pandemic.

J Sagar Associates has also advised Monarch Networth Capital and HDFC Bank on the qualified institutions placement of Alembic Pharmaceuticals. Alembic filed a placement document on August 6, 2020, for the issue of more than eight million equity shares to qualified institutional buyers, aggregating to Rs7.5 billion (US$102.7m). Alembic is a vertically integrated pharmaceutical company, which develops, manufactures and markets formulations in the international markets. Partner Arka Mookerjee led the firm’s team in the transaction. Khaitan & Co advised Alembic, while Squire Patton Boggs Singapore acted as special advisors to the lead managers.

Khaitan & Co has advised OceanSound Partners, a private equity firm investing in technology and technology-enabled businesses, on the Indian law aspects of its acquisition of the entire equity shareholding of Netrix, a company engaged in cloud infrastructure, collaboration, data and development services. Partners Rajat Mukherjee and Sarthak Sarin led the firm’s team in the transaction, which was completed on July 31, 2020. Skadden, Arps, Slate, Meagher & Flom, led by New York M&A and private equity partner Allison Schneirov, acted as global counsel for OceanSound Partners. Katten Muchin Rosenman and Kochhar & Co acted as global counsel and Indian counsel to Netrix.

Khaitan & Co has also acted as sole counsel for Spencer’s Retail, the company which pioneered organized retail in India, on its Rs795 million (US$10.9m) rights issue of equity shares. The rights issue has been filed under Part A, Schedule VI of the SEBI ICDR Regulations. Partner Haigreve Khaitan and executive director Sudhir Bassi led the firm’s team in the transaction, which was completed on August 25, 2020.

Majmudar & Partners has acted as Indian counsel to Cryoport on its approximately €49 million (US$58.3m) acquisition of the CRYOPDP group. Nasdaq-listed Cryoport has entered into an agreement to acquire CRYOPDP, a leading global provider of innovative temperature-controlled logistics solutions to the clinical research, pharmaceutical and cell and gene therapy markets. Headquartered in Paris, France, CRYOPDP has 22 global facilities in 12 countries, including India. The acquisition will provide significant complementary synergies from a geographic, as well as service and product support standpoint. As a unified platform, Cryoport and CRYOPDP will be able to provide market leading support to the most complex and high value life sciences product supply chains across the full spectrum of controlled temperature ranges, and create significant global cross-selling opportunities. Managing partner Akil Hirani, supported by partner Amrit Mehta, led the firm’s team in the transaction.

Maples Group has acted as BVI counsel to Universe Trek on its issuance of an aggregate of US$300 million guaranteed convertible bonds due 2025, which closed on July 8, 2020. Listed in Hong Kong, the bonds are guaranteed by, and convertible into shares of, Far East Horizon. Partner Derrick Kan led the firm’s team in the transaction, while Freshfields Bruckhaus Deringer and Tian Yuan Law Firm acted as English and Chinese counsel, respectively to the issuer and guarantor. Clifford Chance advised the managers.

Maples Group has also acted as Cayman Islands and BVI counsel to NagaCorp on its issuance of US$350 million 7.95 percent senior notes due 2024. The notes are listed in Singapore. Hong Kong-listed since 2006, NagaCorp operates the largest integrated resort in Cambodia and in the Mekong region. Partner Matt Roberts led the firm’s team in the transaction, while Ashurst advised as to US and Hong Kong laws and HML Law Group & Consultants advised as to Cambodian law. The initial purchasers, comprising Credit Suisse (Hong Kong), Morgan Stanley & Co International and UBS AG Hong Kong Branch, were advised by Latham & Watkins as to US law and by DFDL and Sarin & Associates as to Cambodian law.

Norton Rose Fulbright has advised DBS Bank on a S$200 million (US$147m) its revolving credit facility granted to Wii. The facility, guaranteed by Wilmar International, is Singapore’s first transaction pegged to Singapore Overnight Rate Average in the agribusiness sector. Like many jurisdictions around the world, Singapore is transitioning away from the Singapore Interbank Offered Rate over the next few years, with the Singapore dollar Swap Offer Rate also due to be discontinued by the end of 2021. Singapore managing partner Yu-En Ong, led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for DBS Bank and Oversea-Chinese Banking Corporation, as joint lenders and sustainability coordinators, on the grant of a S$700 million (US$514.4m) sustainability-linked loan to Keppel Merlimau Cogen for its gas-fired co-generation plant, the first sustainability-linked loan in Singapore’s energy sector. Partners Ng Sey Ming, Lee Weilin and Ho Mei Shi led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for CapitaLand Treasury, as borrower, and CapitaLand, as guarantor, on the grant of S$150 million (US$110m) sustainability-linked loan by Oversea-Chinese Banking Corporation, the first Singapore Overnight Rate Average-based loan in Singapore. Partners Ng Sey MingLee Weilin and Ho Mei Shi also led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised Mindspace Business Parks REIT and The Blackstone Group on the initial offer of approximately 163.6 million units of Mindspace REIT. Valued at approximately US$601.36 million, the deal closed on August 4, 2020. This is the second IPO by an REIT in India, and the largest global REIT IPO completed this year, despite unique challenges due to the lockdown since March 2020. Partners Nikhil Naredi (capital markets), Monal Mukherjee (capital markets), Jay Gandhi (general corporate and funds), Mithun Thanks (general corporate), Shilpa Mankar Ahluwalia (banking and finance) and Gauri Chhabra (competition) led the firm’s team in the transaction. Khaitan & Co acted as Indian counsel, while Sidley Austin acted as international counsel to the book-running lead managers. Simpson Thacher & Barlett and Kirkland & Ellis acted as international counsel to Blackstone selling unitholders.

Shardul Amarchand Mangaldas & Co has also advised Reliance Retail Ventures, subsidiary of Reliance Industries, on the acquisition of the retail and wholesale business, through its wholly-owned subsidiary Reliance Retail and Fashion Lifestyle, and the logistics and warehousing business of the Future Group. The deal is valued at Rs247.13 billion (US$3.4b), subject to adjustments as set-out in the composite scheme of arrangement. Executive chairman Shardul Shroff and equity partner Puja Sondhi, supported by managing partner Pallavi Shroff and partners Sumeet Singh, Promode Murugavelu, Mrinal Kumar, Nitesh Jain, JV Abhay, Pooja Ramchandani, Shahana Chatterjee, Ashish Teni, Shweta Shroff Chopra, Aparna Mehra and Manika Brar, led the firm’s team in the transaction, which is subject to SEBI, CCI, NCLT, shareholders, creditors and other requisite approvals. Khaitan & Co, Trilegal and Wadia Ghandy & Co also advised on the transaction.

Simpson Thacher is representing Blackstone on its acquisition of Takeda Consumer Healthcare (TCH), a subsidiary of Takeda Pharmaceutical and a leading provider of over-the-counter medicines in Japan, based on an enterprise valuation for TCH of ¥242 billion (US$2.3b). The acquisition marks Blackstone’s second private equity transaction in Japan’s healthcare sector, following the acquisition of Ayumi Pharmaceutical in 2019. For more than 66 years, TCH’s flagship vitamin drug Alinamin has been a staple product in Japanese households. In addition to Alinamin vitamin tablets and drinks, TCH offers a platform of other over-the-counter products, including Benza Block, a leading symptom-based cold remedy. Partners Tony King (Hong Kong-M&A), Shahpur Kabraji (London-banking and credit), Lori Lesser (New York-IP) and Jonathan Goldstein (New York-tax) led the firm’s team in the transaction, which is expected to close by March 31, 2021 and is subject to regulatory approvals and customary closing conditions.

Simpson Thacher has also represented XPeng on its IPO and listing in New York. The offering comprised approximately 114.7 million American Depositary Shares, representing approximately 229.4 million Class A ordinary shares, after full exercise of the underwriters’ overallotment option. The total offering size was US$1.72 billion. Credit Suisse, JP Morgan and BofA Securities acted as the joint book-running managers of the offering and as the representatives of the underwriters. XPeng is one of China’s leading smart electric vehicle (Smart EV) companies. Xpeng designs, develops, manufactures and markets Smart EVs in China. Founded in 2015, Xpeng aims to bring Smart EVs to Chinese consumers through innovation in autonomous driving, smart connectivity and core vehicle systems. Capital markets partners Kevin Kennedy (Palo Alto), Celia Lam (Hong Kong) and Yi Gao (Hong Kong) led the firm’s team in the transaction.

Stephenson Harwood has advised The Continental Group on its acquisition of Juvo Wealth, a Hong Kong-based insurance broker company. The Continental Group is an insurance intermediary and financial services solutions provider, which has a presence in the UAE, Switzerland, India and Mauritius. Partners Kevin Lee and Jane Ng led the firm’s team in the transaction, which marks the expansion of The Continental Group’s business in Hong Kong.

WongPartnership has acted for Teckwah Industrial Corporation on its voluntary conditional cash offer of S$0.65 (US$0.48) per share. Partners Joseph HeGerry Gan and Audrey Chng led the firm’s team in the transaction.

WongPartnership has also acted for AIMS APAC REIT Management, as the managers of AIMS APAC REIT, on the S$129.6 million (US$95.2m) proposed acquisition of a logistics warehouse within the Jurong Innovation District. Partner Angela Lim led the firm’s team in the transaction.

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Deals – August 26, 2020

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Allen & Gledhill has acted as transaction counsel for the Land Transport Authority of Singapore (LTA) on the concession agreement among LTA, the Government of Malaysia and RTS Operations for the Singapore-Johor Bahru Rapid Transit System Link (RTS Link). The RTS Link, which will connect the Woodlands North Station in Singapore with the Bukit Chagar Station in Johor Bahru, Malaysia, will help ease congestion along the Johor-Singapore Causeway, improve connectivity, foster ties and generate economic and social benefits. This is the first cross-border railway project in Singapore. Partners Kelvin Wong, Yeo Boon Kiat, Tham Kok Leong and Fock Kah Yan led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel for Primero Investment Holdings on the S$1.6 billion (US$1.17b) voluntary conditional cash offer made by United Overseas Bank and DBS Bank, for and on behalf of Primero Investment, for all the issued and paid-up ordinary shares in the capital of Perennial Real Estate Holdings. The firm also advised United Overseas Bank and DBS Bank, as financial advisers to Primero Investment Holdings. Partners Lee Kee Yeng, Chong Zhuo Chen, Elsa Chen and Christopher Ong led the firm’s team in the transaction.

Ashurst has advised Cambium Grove Capital, as the lead arranger, on a HK$1.75 billion (US$225.8m) restructuring and partial refinancing transaction secured by assets of a real estate group in Hong Kong. A new HK$400 million (US$51.6m) mezzanine loan was extended to the borrower and applied towards the restructuring of an existing senior facility. The facilities are secured by prime residential real estate in Hong Kong, and a number of credit enhancements granted by affiliates of 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 advisd Natixis, as the mandated lead arrangers, and a syndicate of banks on a HK$890 million (US$115m) syndicated facility, with an accordion option, for Hong Kong-listed Beijing Gas Blue Sky Holdings, a leading Hong Kong-based integrated natural gas provider, distributor and operator, which covers Chinese provinces with high growth potential. Partner Eric Tan also led the firm’s team in the transaction.

AZB & Partners has advised Accenture Solutions on its acquisition of 100 percent of the share capital of Altius Data Solutions. Partner Vaidhyanadhan Iyer led the firm’s team in the transaction, which was completed on August 1, 2020.

AZB & Partners has also advised ICICI Bank on the qualified institutions placement of approximately 419 million equity shares, with face value of Rs2 (US$0.027) each at Rs358 (US$4.82) per equity share, aggregating to approximately Rs150 billion (US$2b). The equity shares were allotted on August 15, 2020. ICICI Bank is the largest private sector bank in India, and the second-largest bank in India, in terms of total assets. It has over 5,324 branches in India, and branches and representative offices throughout the world. Partners Varoon Chandra and Agnik Bhattacharyya led the firm’s team in the transaction. Davis Polk advised the book-running lead managers.

Bird & Bird ATMD has acted for Tramore Global on its acquisition of the shares of Singapore-listed Tee International from a substantial shareholder. The Tee International group is a leading regional engineering group, with business interests in real estate and infrastructure spanning across Singapore, Hong Kong, Thailand and Malaysia. The acquisition and the triggered mandatory general offer, made by Tramore pursuant to the Singapore Code on Take-overs and Mergers, have an aggregate value of approximately S$22 million (US$16m). Partner Marcus Chow led the firm’s team in the transaction.

Bird & Bird ATMD has also advised BNI, a renowned business networking organization, on its acquisition of India-based digital marketing company Scion Social. This acquisition is a crucial step in the strategic communications plan developed by BNI, with a focus on supporting millions of businesses across the world to help them achieve success and grow in any environment, as well as increasing awareness of its organization as a crucial platform for business leaders and entrepreneurs across the globe. Partner Marcus Chow also led the firm’s team in the transaction.

Davis Polk has advised the initial purchasers on a Rmb1.2 billion (US$173.5m) Regulation S offering by CIFI Holdings (Group) of its 5.85 percent senior notes due 2023. Established in 2000 and headquartered in Shanghai, CIFI Holdings develops, invests in and manages properties in China. It has achieved a nationwide geographic coverage and a strong presence in first-tier cities and in second- and third-tier cities with high growth potential in China. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on a Regulation S offering by Zhenro Properties Group of Rmb1 billion (US$144.6m) 7.4 percent senior notes due 2021. Hong Kong-listed Zhenro Properties is a property developer that focuses on the development of residential properties and the development, operation and management of commercial and mixed-use properties in China. Hong Kong partner Gerhard Radtke also led the firm’s team in the transaction.

J Sagar Associates has advised Indiabulls Real Estate on its proposed merger with Embassy Group entities NAM Estates and Embassy One Commercial Property Developments. The proposed merger will be achieved through a cashless composite scheme of amalgamation, and will create one of India’s leading listed real estate development platforms, with launched / planned area totalling 80.8 million sq ft. Upon completion, the Embassy Group chairman, along with some Embassy promoter entities, will be classified as the new promoter of Indiabulls, while the existing Indiabulls promoters will seek to de-classify themselves as promoters. The post-merger shareholding will be 9.8 percent for existing Indiabulls promoter group, 44.9 percent for Embassy Group, 19.1 percent for Blackstone & Embassy institutional investors, and 26.2 percent for public and institutional investors. The resultant merged entity is expected to have an equity value of approximately Rs94 billion (US$1.27b). The merger and re-classification of promoter is subject to approval of creditors, shareholders and regulatory authorities. Partner Lalit Kumar led the firm’s team in the transaction. Shardul Amarchand Mangaldas & Co, led by partner Mithun Thanks and supported by Mumbai general corporate managing partner Akshay Chudasama and partners Anirudh Das, Gauri Chhabra, Nikhil Naredi, and Yogesh Chande, advised Embassy Group (NAM Estates and Embassy One Commercial Property Developments).

J Sagar Associates has also advised Volvo Group India on the more than Rs1 billion (US$13.5m) sale of its Volvo Bus India business, as a business transfer to VE Commercial Vehicles, a joint venture between Eicher Motors and Volvo Group. The transaction involves the sale of the factory of Volvo in Hoskote Bangalore, the transfer of employees who are part of the Volvo Bus India business, and the execution of ancillary agreements to give effect to the transfers contemplated. The deal will lead to a new bus division comprising Eicher and Volvo bus business. Joint managing partner Vivek Chandy and partner Archana Tewary led the firm’s team in the transaction, which was signed on August 12, 2020 and is expected to close in one to two months, subject to completion of conditions precedent. Shardul Amarchand Mangaldas, led by partners Inder Mohan Singh and Sadia Khan, advised VE Commercial Vehicles and an unlisted material subsidiary of Eicher Motors.

K Law has advised Nederlandse Financierings – Maatschappij voor Ontwikkelingslanden (FMO), a Dutch development bank structured as a bilateral private-sector international financial institution, on its successful registration as a foreign venture capital investor in India. Partner Alok Sonker led the firm’s team in the transaction, which was completed in August 2020.

K Law has also advised Unitus Seed Fund on the Rs133.2 million (US$1.8m) acquisition by Unitus Seed Fund India II and IQ Alpha III of certain compulsorily convertible preference shares and equity share of Nolan Edutech, an entity operating under the name of “Masai School”, which is a coding bootcamp that trains tech aspirants in full-stack, web and android development. Senior partner Shwetambari Rao led the firm’s team in the transaction, which was completed on August 13, 2020.

Khaitan & Co has acted as domestic counsel to Mahindra & Mahindra Financial Services on a rights issue of approximately 617.8 million equity shares at an issue price of Rs50 (US$0.67) each, aggregating to Rs30.9 billion (US$416.2m). Kotak Mahindra Capital, Axis Capital, BNP Paribas, Citigroup Global Markets India, HDFC Bank, HSBC Securities and Capital Markets (India), ICICI Securities, Nomura Financial Advisory and Securities (India) and SBI Capital Markets were the lead managers to the issue. Mumbai capital markets partners Abhimanyu Bhattacharya and Aditya Cheriyan led the firm’s team in the transaction, which was completed on August 17, 2020. Cyril Amarchand Mangaldas and Sidley Austin acted as domestic counsel and international counsel, respectively, to the lead managers.

Khaitan & Co has also advised Investcorp, the largest and most diverse alternative investment manager, and the Mirae Asset Financial Group (MAFG) on the US$56 million series C investment by Investcorp, the Mirae Group, Nexus Ventures and Trifecta Venture Debt Fund in Zolostays Property Solutions, a company engaged in running co-living spaces in the hospitality sector. Seoul-headquartered MAFG is a financial services group which provides comprehensive financial services, including asset management, wealth management, investment banking and life insurance. Partner Vineet Shingal, supported by partner Bijal Ajinkya, led the firm’s team in the transaction.

Maples Group has acted as Cayman Islands and BVI counsel to Greentown China Holdings on its issuance of US$300 million 5.65 percent senior notes due 2025. The notes are listed in Hong Kong. Greentown China Holdings is engaged in property development and property investment in China. Partner Lorraine Pao led the firm’s team in the transaction, while White & Case acted as Hong Kong and US counsel. Clifford Chance acted as US counsel to the joint global coordinators, joint lead managers and joint book-runners.

Maples Group has also acted as Cayman Islands counsel to Weibo on its issuance of US$750 million 3.375 percent senior notes due 2030. The securities are listed in Singapore. Weibo is a leading social media platform in China. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to Goldman Sachs (Asia), as the underwriter.

Milbank has advised BPI, Credit Suisse, HSBC, Mizuho and UBS, as the underwriters, on the issuance of US$500 million 4.375 senior notes due 2030 by Manila Water, one of the largest water services providers in the Philippines. The notes were issued under Manila Water’s sustainability framework, with use of proceeds earmarked to include “green” and “blue” projects. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, led the firm’s team in the transaction.

Millbank has also advised Credit Suisse, as sole global coordinator, joint lead manager and joint lead book-runner, and PNB Capital, as joint lead manager and book-runner, on DDPC Worldwide’s issuance of US$75 million 7.25 percent guaranteed senior notes due 2025. DDPC Worldwide is a wholly-owned subsidiary of DoubleDragon Properties, a leading Philippine real estate development company. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, also led the firm’s team in the transaction, which marked DoubleDragon’s debut in the US dollar bond market.

Paul Hastings has represented Yuzhou Group Holdings on the debut issuance of US$300 million 7.85 percent green senior notes due 2026. Goldman Sachs (Asia), BOC International, Credit Suisse, JP Morgan, UBS, Deutsche Bank, Haitong International, Guotai Junan International, Morgan Stanley, HSBC, China Industrial Securities International and Yuzhou Financial acted as the joint global coordinators, joint book-runners and joint lead managers. Yuzhou Group, formerly known as Yuzhou Properties, is one of the leading national property developers, with primary focus on developing high-quality residential properties. It intends to use the net proceeds primarily for refinancing its existing medium to long term offshore indebtedness. Yuzhou Group also commits to allocate an equivalent amount of the net proceeds to finance or refinance eligible green projects with environment benefits, in alignment with the International Capital Market Association Green Bond Principles and Green Loan Principles. Corporate partner Vivian Lam led the firm’s team in the transaction.

Rajah & Tann Myanmar, a member firm of Rajah & Tann Asia, has acted for Maha Agriculture on its investment and financing by FMO, the Dutch Entrepreneurial Development Bank. The intended US$6 million in local Kyat equivalent financed by FMO will further support Maha in reaching out to its farmers and small business owners in rural Myanmar. Partners Dr Min Thein and Alroy Chan led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has represented the Hong Kong liquidators on successfully obtaining recognition of the Hong Kong liquidation proceedings pertaining to oil company Shanghai Huaxin Group (Hongkong) in Singapore under its three-year-old Model Law legislation, expanding a multi-jurisdictional bankruptcy linked to an international bribery scandal. Partners Raelene Pereira and Chua Beng Chye led the firm’s team in representing the clients.

Shardul Amarchand Mangaldas & Co has advised Biological E (BE), on its purchase of 100 percent shareholding of Akorn India from Akorn Inc and its affiliate WorldAkorn Pharma Mauritius. The transaction closed in August 2020. BE is a Hyderabad-based pharmaceutical company that specializes in vaccines and biologics. Akorn India has a sterile injectable plant located in Paonta Sahib, Himachal Pradesh. BE also manufactures specialty generic injectable medicines, along with vaccines. With this strategic acquisition, BE aims to enhance its manufacturing capacities to produce and supply vaccines and injectable medicines. Partners Puja Sondhi and Sumeet Singh, supported by partners Amit Singhania and Gouri Puri, led the firm’s team in the transaction, which was completed on August 14, 2020. Akorn India, Akorn Inc and WorldAkorn Pharma Mauritius were advised by Khaitan & Co, led by partner Anand Mehta and supported by partners Shailendra Bhandare and Anisha Chand.

Shardul Amarchand Mangaldas & Co has also acted as domestic counsel for PVR and Axis Capital, as the lead manager, on PVR’s rights issue of approximately 3.8 million equity shares with face value of Rs10 (US$0.135) each for cash at Rs784 (US$10.56) per rights equity share, aggregating to approximately Rs3 billion (US$40.4m). The rights equity shares were offered to eligible equity shareholders in the ratio of seven rights equity shares for every 94 equity shares held by such eligible equity shareholders, as of July 10, 2020. National practice head partner Prashant Gupta and partner Sayantan Dutta led the firm’s team in the transaction. Squire Patton Boggs Singapore acted as special purpose international counsel to Axis Capital.

Skadden is advising the buyer group on the proposed take-private of Nasdaq-listed Yintech Investment Holdings, a leading provider of investment and trading services for individual investors in China. Yintech has entered into a definitive agreement and plan of merger with Yinke Holdings and its wholly-owned subsidiary Yinke Merger, pursuant to which it will be acquired by a group of rollover shareholders, in a transaction implying an equity value of Yintech of approximately US$540.2 million. The rollover shareholders include Mr Wenbin Chen, Yintech co-founder, chairman of the board of directors and CEO; Mr Ming Yan and Ms Ningfeng Chen, both Yintech co-founders and directors; and certain other Yintech shareholders. Partners Julie Gao (Hong Kong) and Peter Huang (Beijing) led the firm’s team in the transaction, which is expected to close in the fourth quarter of 2020.

Victory has advised Beta Media, a start-up company operating the movie theatre chain named Beta Cinemas, on a share subscription deal priced at US$8 million with Daiwa PI Partners, a Japanese investment fund from Daiwa Securities Group.

WongPartnership has acted for SMRT on the joint venture with Prasarana Malaysia to form the Johor Bahru-Singapore Rapid Transit System (RTS) Link operating company, RTS Operations, and on the concession agreement for the operation of the RTS Link entered into by the Government of Malaysia and the Land Transport Authority of Singapore, as grantors to the RTS Link operating company. Managing partner Ng Wai King and partners Tay Peng ChengLam Chung NianAudrey Chng, Lesley Tan and Senior Consultant Annabelle Yip led the firm’s team in the transaction.

WongPartnership has also acted for Northstar Group and Go-Ventures on their Series B investment into eFishery. Partner Kyle Lee led the firm’s team in the transaction.

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Deals – August 19, 2020

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Allen & Gledhill has advised DBS Bank and Oversea-Chinese Banking Corporation, as the arrangers and dealers, on the establishment of a S$1 billion (US$733m) multicurrency debt issuance programme by NetLink Treasury. DB International Trust (Singapore) was appointed trustee of the programme. Deutsche Bank Singapore Branch was appointed principal paying agent and CDP registrar. Deutsche Bank Aktiengesellschaft Hong Kong Branch was appointed non-CDP paying agent and non-CDP registrar. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the firm’s team in the transaction.

Allen & Gledhill has also advised NTUC Income Insurance Co-operative on the establishment of its S$2 billion (US$1.46b) euro medium term note programme and the issue of its S$800 million (US$585m) 3.1 percent secured notes due 2050 under the programme. Partners Tan Tze Gay, Glenn Foo, Bernie Lee and Sunit Chhabra led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted for the controlling shareholders of seven state-owned hospitals, namely Krakatau Steel, Pelabuhan Indonesia II, Pelabuhan Indonesia III, Perkebunan Nusantara X, Perkebunan Nusantara XI, Perkebunan Nusantara XII and Timah, on the second phase of the establishment of a state-owned hospital holding company, led by Pertamina Bina Medika IHC (PBM). The transaction resulted in PBM becoming the new controller of the seven hospitals, by holding approximately 67 percent shares in each hospital. This second phase was closed on August 7, 2020. Partners Putu Suryastuti and Mohammad Renaldi Zulkarnain led the firm’s team in the transaction.

AZB & Partners has advised Housing Development Finance Corporation on its issue of:  (1) approximately 56.8 million equity shares at Rs1,760 (US$23.58), aggregating to Rs100 billion (US$1.34b);  (2) 36,930 5.4 percent secured redeemable non-convertible debentures with face value of Rs1 million (US$13,397.40), aggregating to Rs36.93 billion (US$495m); and  (3) approximately 17 million warrants, each exchangeable for one equity share at Rs180 (US$2.41) per warrant and an exchange price of Rs2,165 (US$29) per warrant, assuming full exchange of warrants into equity shares aggregating to Rs39.99 billion (US$536m). The date of allotment was on August 11, 2020. Partners Varoon Chandra, Anand Shah, Richa Choudhary and Gautam Ganjawala led the firm’s team in the transaction, which was valued at approximately Rs176.53 billion (US$2.36b).

AZB & Partners has also advised the book-running lead managers, consisting of Axis Capital, UBS Securities India, Credit Suisse Securities (India), HSBC Securities and Capital Markets (India), BNP Paribas, ICICI Securities, SBI Capital Markets and YES Securities (India), on the qualified institutions placement of approximately 238 million equity shares with face value of Rs2 (US$0.027) each at Rs420.10 (US$5.63) per equity share, aggregating to Rs100 billion (US$1.34b). The equity shares were allotted on August 11, 2020. Partners Varoon Chandra and Richa Choudhary led the firm’s team in the transaction.

Baker McKenzie has advised Mitsubishi UFJ Trust and Banking Corporation (MUTB) on its agreement to sell its 15 percent shareholding in AMP Capital to AMP for A$460 million (US$332m). MUTB entered into a strategic business and capital alliance with AMP Capital in 2011. Since then, MUTB has offered AMP Capital investment products to MUTB’s Japanese institutional and retail clients. Although the business and capital alliance will conclude, AMP Capital will remain an important partner of MUTB. Partners Ben McLaughlin (M&A), Tetsuo Tsujimoto (M&A) and Toshio Shimada (regulatory) led the firm’s team in the transaction.

Baker McKenzie has advised Japan Finance Corporation (JFC) on the implementation of its cross-border loans. At the 201st ordinary session of the Diet held in 2020, the Bill for the Small and Medium-Sized Enterprises Growth Promotion Act was enacted. As a result of this amendment, the JFC is scheduled to commence direct lending (cross-border loans) to overseas subsidiaries of Japanese SMEs. Tokyo partners Kosuke Suzuki and Hiroshi Kasuya led the firm’s team in the transaction.

Davis Polk has advised the initial purchasers on a US$200 million Regulation S high-yield offering by KWG Group Holdings of its 5.95 percent senior notes due 2025. Hong Kong-listed KWG Group is a large-scale Chinese property developer with a leadership position in Guangzhou and an established presence in numerous other key cities in China. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.

Han Kun has acted as China counsel to Li Auto on its US IPO and listing on the Nasdaq. An innovator in China’s new energy vehicle market, Li Auto designs, develops, manufactures and sells premium smart electric sport utility vehicles in China. Through its product, technology and business model innovation, the company provides families with safe, convenient and cost-effective mobility solutions.

J Sagar Associates has advised DIF Capital Partners on the acquisition, through its DIF Core Infrastructure Fund II, of a 49 percent stake in Touax Rail. A member of the Touax Group, Touax Rail is a leading European rail freight leasing company, which offers tailor-made and environmentally friendly solutions for leasing rail equipment, including leasing, sale and maintenance of freight railcars. Touax Rail carries out business operations in India, as well. The transaction is expected to enable Touax Rail to accelerate the development of its long-term leasing activities of freight wagons and to strengthen its position in Europe and Asia, by increasing its capacity to grow and finance the needs of its customers. DIF is a leading global independent infrastructure fund manager headquartered in the Netherlands, with assets under management across the globe. Partner Vikram Raghani, supported by partners Anish Mashruwala and Shashank Singh, led the firm’s team in the transaction. Ashurst acted as global counsel to DIF.

J Sagar Associates has also advised ICICI Securities, BNP Paribas, Citigroup Global Markets India, Credit Suisse Securities (India), HSBC Securities and Capital Markets (India), JP Morgan India, Axis Capital and SBI Capital Markets on the rights issue of Shriram Transport Finance Company (STFC). STFC filed an offer letter on July 7, 2020 for the issue of approximately 26.2 million equity shares on rights basis, aggregating to approximately Rs15 billion (US$201m). This underwritten rights issue saw 159.83 percent oversubscription. STFC is registered as a deposit-taking NBFC with the Reserve Bank of India. STFC is a part of the Shriram group of companies, which has a presence in various aspects of financial services in India. Partner Arka Mookerjee led the firm’s team in the transaction.

K Law is advising Ascent Capital Advisors India, the investment manager of Ascent Private Equity Trust, on its US$15 million acquisition, via Ascent Capital Advisors India, of certain optionally convertible redeemable preference shares in FreshToHome Foods, an online grocery store that sells a range of seafood and meat to its users and enables suppliers to supply their seafood and meat to the website/platform. Senior partner Shwetambari Rao is leading the firm’s team in the transaction, which was signed on July 30, 2020 and is yet to be completed.

K Law is also advising InCred group entities InCred Capital Investment Advisors and Managers and InCred Capital Financial Services on InCred’s acquisition of control in India Value and Growth Fund I (a scheme of the India Value and Growth Trust, a CAT III SEBI-registered AIF trust), of the majority stake in Vishuddha (provides investment management services to the India Value and Growth Fund I), and the acqui-hire of promoters Aditya Sood and Sugandhi Sud. Partner Rukmini Roychowdhury is leading the firm’s team in the transaction, which was signed on August 13, 2020 and is yet to be completed.

Khaitan & Co has represented Honda Motor, Hitachi Automotive Systems, Keihin, Nissin Kogyo and Showa on securing the Competition Commission of India’s approval for the global transaction involving the amalgamation of Keihin, Nissin Kogyo and Showa into Hitachi Automotive Systems, and the creation of a joint venture between Hitachi and Honda Motor. The transaction envisages the creation of a global mega-supplier of automobile and motorcycle systems with a consolidated revenue scale of ¥1.7 trillion (US$16.14b). Partners Manas Chaudhuri and Sagardeep Rathi led the firm’s team in the transaction.

Khaitan & Co has also acted as Indian counsel for Sterlite Power Grid Ventures, as the sponsor, on all aspects of the sale, through a block deal on the stock exchange, of existing units held by the company in India Grid Trust. Partners Gahan Singh and Abhimanyu Bhattacharya led the firm’s team in the transaction, which was announced on August 13, 2020 and was valued at Rs8.5 billion (US$114m). Cyril Amarchand Mangaldas and Ashurst advised the brokers as to Indian law and foreign law, respectively. L&L Partners advised the lender.

Kudun and Partners has been appointed to represent 87 savings co-operatives, as creditors of Thai Airways International, on Thailand’s largest-ever business rehabilitation proceeding to date, with debts estimated to be more than β352.49 billion (US$11.31b). The co-operatives, consisting of state-owned enterprises, universities, corporations and hospitals, represent the largest group of creditors of Thai Airways, holding an aggregate debt of β45.65 billion (US$1.46b), or approximately 65 percent of the airline’s debenture debts and 13 percent of the airline’s total debt. This appointment is in addition to the firm’s appointment as counsel for several other notable creditors of Thai Airways, including AEC Securities, Country Group Securities, Srisawad Finance (BFIT) and Volvo Group (Thailand). Founding partner Kudun Sukhumananda and dispute resolution and litigation co-heads partners Somboon Sangrungjang, Pariyapol Kamolsilp and Niruch Winiyakul are leading the firm’s team in the transaction.

Maples Group has acted as Cayman Islands counsel to VLL International on the update of its US$2 billion medium term note programme, guaranteed by Vista Land and Lifescapes and certain subsidiary guarantors, and its issuance of US$200 million senior guaranteed notes due 2027 under the programme. The notes are listed in Singapore.  Vista Land is one of the leading integrated property developers and the largest home builders in the Philippines. Karen Zhang Pallaras led the firm’s team in the transaction, which closed on July 20, 2020. Latham & Watkins acted as the issuer’s English law counsel. Milbank acted as the English law counsel to Credit Suisse (Singapore), DBS Bank and The Hongkong and Shanghai Banking Corporation Singapore Branch, as the dealers.

Maples Group has also acted as Cayman Islands counsel to Greentown China Holdings on its tender offer for up to US$150 million of its US$600 million 4.55 percent senior notes due 2020. Greentown China develops and invests in property in China. Partner Lorraine Pao led the firm’s team in the transaction, which closed on July 17, 2020. White & Case acted as US counsel to the issuer. Clifford Chance acted as US counsel to the dealer managers.

Millbank has advised Credit Suisse and UBS, as joint lead managers, and JP Morgan, as co-manager, on PLDT’s dual tranche issuance of US$300 million 2.5 percent senior unsecured notes due 2031 and US$300 million 3.45 percent senior unsecured notes due 2050. PLDT, one of the country’s leading telecommunications companies, was formerly known as the Philippine Long Distance Telephone Company, and is the oldest telecom company in the Philippines. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, led the firm’s team in the transaction.

Millbank has also advised Globe Telecom, one of the leading and largest telecommunications services providers in the Philippines, on its dual tranche issuance of US$300 million 2.5 percent senior notes due 2030 and US$300 million three percent senior notes due 2035. The transaction marked Globe’s return to the US dollar bond market after more than 15 years. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, also led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting as Singapore counsel for QT Vascular on its disposal of Chocolate Touch®, which comprises of a drug-coated PTA balloon catheter product and its intellectual property, to Genesis MedTech Group. Partner Danny Lim is leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted as Singapore counsel on the US$400 million issuance of Series 2020-1 Class A principal at-risk variable rate notes by Alamo Re II, a special purpose reinsurance vehicle, with Hannover Ruck SE as the ceding insurer. This is the first catastrophe bond to be issued out of Singapore by Texas Windstorm Insurance Association. Partners Simon Goh, Lee Xin Mei and Cheryl Tan led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised IDBI Bank on the proposed sale of up to 27 percent stake of IDBI Federal Life Insurance (IFLI) to its  joint venture partners Ageas Insurance International (23 percent stake) and Federal Bank (up to four percent stake). IDBI Bank currently holds 48 percent stake in IFLI. Post completion of the transaction, IDBI’s stake in IFLI would be at least 21 percent, while Ageas Insurance and Federal Bank’s stake would be 49 percent and up to 30 percent, respectively. Partners Abhishek Guha and Roopal Kulsrestha led the firm’s team in the transaction, which was valued at approximately Rs5.95 billion (US$79.7m), signed on August  5, 2020, and is subject to regulatory approvals and satisfaction of the terms and conditions set out in the share purchase agreement. AZB & Partners, led by partners Rajendra Barot and Arvind Ramesh, advised Ageas Insurance, while L&L Partners advised Federal Bank.

Shardul Amarchand Mangaldas & Co has also acted as Indian counsel for ACME Solar Holdings on the divestment of 100 percent of its stake in 400MW operational solar projects in Madhya Pradesh and Andhra Pradesh to Actis Greengen. The entire divestment transaction was completed on August 6, 2020. This is one of the largest deals in the Indian renewable sector since the outbreak of the Covid-19 pandemic, and also one of the first transactions involving a solar project in Andhra Pradesh, post the commencement of regulatory disputes and uncertainties around AP renewable projects. National projects and infrastructure head partner Jatin Aneja and partner Siddhartha Sen led the firm’s team in the transaction. Nishith Desai Associates, led by M&A co-head Simone Reis and tax head Rajesh Simhan, advised Actis Greengen.

Skadden has advised KE Holdings, a Beijing-based leading integrated online and offline platform for housing transactions and services, also known as Beike Zhaofang, on its US$2.12 billion IPO of 106 million American Depositary Shares and listing in New York. Each ADS represents three Class A ordinary shares of the company, at US$20 per ADS, for a total offering size of US$2.12 billion, exclusive of the underwriters’ exercise of their option to purchase up to 15.9 million additional ADSs. Trading commenced on August 13, 2020. Hong Kong partner Julie Gao led the firm’s team in the transaction, which is the largest US IPO by a Chinese company since 2018. Han Kun acted as China counsel to KE Holdings. Davis Polk, led by partners Li He and Howard Zhang, advised the representatives of the underwriters.

Wong & Partners has acted for Navis Capital Partners, a leading regional private equity fund with approximately US$5 billion of assets under management, and the other individual shareholders of Strateq on the sale for approximately M$249.6 million (US$59.7m) of approximately 28 million ordinary shares and seven million redeemable preference shares in Strateq’s capital, representing approximately 88.28 percent of all the issued ordinary shares and 100 percent of all the issued preference shares in Strateq, to StarHub. Strateq is a Malaysia-based leading data-driven business solutions and ICT company. Over the course of its 31 years in the IT services industry, Strateq has transformed itself from a systems integrator to an end-to-end data-driven IT solutions company with in-house R&D capabilities. Partner Stephanie Phua led the firm’s team in the transaction, which was completed on July 30, 2020. Rahmat Lim & Partners advised the buyers.

WongPartnership has acted for one of the investors on the proposed joint venture between Wise Road and ASM Pacific Technology in the due diligence of Singapore and Malaysia business and assets. Partner Miao Miao led the firm’s team in the transaction.

WongPartnership has also acted as Singapore counsel to TradeGecko on its trade sale to Intuit. Partner Kyle Lee led the firm’s team in the transaction.

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Deals – August 12, 2020

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Allen & Gledhill has advised STT GDC on the issue of S$400 million (US$291.5m) 3.13 percent notes due 2028, under its S$1.5 billion (US$1.1b) multicurrency debt issuance programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners is advising AIA Company, a Category – I foreign portfolio investor, on its Rs4.1 billion (US$55m) acquisition of a minority equity stake in IndusInd Bank. Partners Ashwath Rau and Kashish Bhatia are leading the firm’s team in the transaction, which was signed on July 28, 2020 and is yet to be completed.

AZB & Partners is also advising Micro Labs on the sale to Advent International, a global private equity firm engaged in buy-outs and growth equity investments, of the more than 51 percent controlling stake held by Micro Labs in RA Chem Pharma, a leading API and formulations manufacturer, with various US FDA-approved manufacturing units. Partners Shameek Chaudhuri and Rinki Ganguli are leading the firm’s team in the transaction, which was signed on July 25, 2020 and is yet to be completed. Khaitan & Co, led by partners Aakash Choubey and Aashutosh Sampat, is representing Advent International 

Baker McKenzie has advised Reliance Bangladesh LNG & Power Company on the development and financing of the Meghnaghat II gas-fired power project in Bangladesh, particularly on the Power Purchase Agreement with the Bangladesh Power Development Board, the Implementation Agreement with the Government of Bangladesh/Power Grid Company of Bangladesh, the Gas Supply Agreement with Titas Gas Transmission & Distribution Company, and the Engineering, Procurement and Construction Contract with Samsung C&T Corporation of Korea. The firm also advised on the major parts and maintenance agreements with General Electric and the approximately US$640 million project financing provided by Japan Bank for International Cooperation, Asian Development Bank and commercial lenders, Mizuho, MUFG, SMBC and Societe Generale, lending through a Nippon Export and Investment Insurance-covered facility. Asia Pacific head of projects principal Martin David, supported by principal Kim Hock Ang, led the firm’s team in the transaction.

Baker McKenzie has also advised 3SBio, a leading Chinese biotechnology company listed in Hong Kong, on the spin-off application of its subsidiary, Sunshine Guojian Pharmaceutical Shanghai, for its proposed listing in the STAR market in Shanghai. Sunshine Guojian’s spin-off listing on the STAR market and the offering of its securities have been completed. The company’s shares commenced trading on July 22, 2020. The STAR market is a new trading platform that was launched in July 2019 for the listing and trading of securities of science and technology companies in China. Since its launch, the STAR market has attracted many Chinese technology companies to list their shares. Partner Ivy Wong, head of the Asia Pacific capital markets practice, led the firm’s team in the transaction.

Clifford Chance is advising Shanghai and Frankfurt-listed Haier Smart Home (HSH), a global leader in home appliances and smart home solutions and a pioneer in smart home living, on the proposed privatisation of its Hong Kong-listed subsidiary Haier Electronics Group (HEG). The privatisation will be effected by a scheme of arrangement, under which new H shares of HSH will be offered in exchange for the shares held by HEG shareholders. A novel element of the transaction will involve HEG making a cash payment of up to US$446 million to the scheme shareholders, when the scheme of arrangement becomes effective. The privatisation proposal is one of the largest for a Hong Kong-listed company this year, valuing HEG at approximately US$11.4 billion. In conjunction with the proposed privatisation, an application will be made to list the enlarged HSH in Hong Kong. The deal also involves a proposed restructuring of some listed exchangeable bonds issued by a member of HSH. New convertible bonds will be issued to replace the exchangeable bonds. China co-managing partner Tim Wang, supported by partners Amy Lo, Frank Yuen, Jean Thio, Xiang Tianning, Connie Heng, David Tsai, Mark Chan, Markus Stephanblome, Philipp Klöckner and Rocky Mui, is leading the firm’s team in the transaction.

CNPLaw has advised Singapore-listed Axington on a mandatory unconditional cash offer made by DBS Bank, for and on behalf of DORR Global Healthcare International, for all the issued and paid-up ordinary shares in Axington’s capital, other than those already owned, controlled or agreed to be acquired by DORR and parties acting in concert with it, at S$0.208 (US$0.15) per share. At the close of the offer on July 13, 2020, the total percentage of shares held by the DORR, together with valid acceptances of the offer, amounted to approximately 92.53 percent of Axington’s shares. Partners Tan Min-Li and Bill Jamieson led the firm’s team in the transaction.

Davis Polk has advised the sole placement agent on the placement of 56.2 million new shares and 36.8 million existing shares in Innovent Biologics for approximately HK$4.65 billion (US$600m). The firm also advised the underwriters on the company’s HK$3.15 billion (US$406m) IPO in October 2018, the placement agents on its HK$2.4 billion (US$310m) top-up placement in October 2019, and the sole placement agent in its HK$2.4 billion (US$310m) primary placement in February 2020. Innovent Biologics is a China-based biopharmaceutical company that develops and commercializes high quality innovative drugs that are affordable to ordinary people. Founded by Dr De-Chao Michael Yu in 2011, Innovent Biologics has built up a robust pipeline of valuable assets in the fields of cancer, metabolic, autoimmune diseases and other major therapeutic areas. Hong Kong partner Yang Chu led the firm’s team in the transaction.

Davis Polk has also advised Hangzhou Tigermed Consulting on its IPO and listing in Hong Kong, and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$10.7 billion (US$1.38b), prior to any exercise of the over-allotment option. This is the largest biopharmaceutical IPO in Asia and the largest Hong Kong offering by an A-share listed company in 2020. Tigermed is a leading China-based provider of comprehensive biopharmaceutical R&D services, with an expanding global presence. Corporate partners Li He and Yang Chu led the firm’s team in the transaction.

Dechert has advised Manila Water, the primary provider of water and used water services to over six million people in the East Zone of Metro Manila, on its debut issuance of US$500 million 4.375 percent senior sustainability notes. The notes represent Manila Water’s first international bond offering and will be listed in Singapore. This transaction also represents the first bond issued by a Philippines company, in accordance with the ASEAN Sustainability Bond Standard. BPI Capital, Citi, Credit Suisse, HSBC, Mizuho Securities and UBS were the joint book-runners and lead managers for the transaction. Partners Maria Tan Pedersen (Singapore) and Patrick Lyons (London) led the firm’s team in the transaction.

Eversheds Sutherland has advised China National Petroleum Corporation (CNPC) on the transfer of some of the rights in the Lower Zakum and Umm Shaif and Nasr offshore concessions to China National Offshore Oil Corporation (CNOOC). On July 27, 2020, the Abu Dhabi National Oil Company (ADNOC) announced that it had agreed for CNPC to transfer four percent interest in Lower Zakum and Umm Shaif and Nasr concessions to CNOOC. The transfer was also approved by the Abu Dhabi Supreme Petroleum Council. It marks the first time that a dedicated Chinese offshore oil and gas company has joined ADNOC’s concessions. The transfer of these rights to another key Chinese company serves to further highlight the strength of the growing bilateral ties between the UAE and China. Following the successful close, CNOOC joins an ONGC Videsh-led consortium, INPEX, CNPC, Eni and Total as participants in the Lower Zakum concession; and Eni, Total and CNPC as participants in the Umm Shaif and Nasr concession. China oil and gas head Ingrid Zhu-Clark, Asia corporate head Stephen Mok (Hong Kong), Asia competition head Adam Ferguson (Hong Kong) and partner Alex Doughty (Hong Kong), supported by antitrust and trade global co-chair Mark Herlach (Washington), Greater China international arbitration head Wesley Pang (Hong Kong), and partners Jubilee Easo (London), James Lindop (London) and Jae Lemin (Hong Kong), led the firm’s team in the transaction.

Herbert Smith Freehills has advised Huatai International as the sole sponsor on Leader Education’s listing in Hong Kong. Leader Education operates Heilongjiang College of Business and Technology and is ranked eighth among all private formal higher education service providers in Heilongjiang Province, in terms of full-time student enrollment in school year 2018/2019. Beijing managing partner Tom Chau, Beijing partner Isaac Chen and Kewei joint operation partner Stanley Xie led the firm’s team in the transaction.

J Sagar Associates has advised Good Capital Fund I on its follow on investment into Entri, a company that provides a software application which assists candidates in preparing for competitive examinations. Entri saw a total investment of approximately US$1.7 Million, with Good Capital leading this Series A round of investment. Partner Probir Roy Chowdhury led the firm’s team in the transaction.

J Sagar Associates has also advised Taikisha on its acquisition of a 74 percent stake in Nicomac Clean Rooms Far East (Nicomac India). Nicomac India designs, installs and manufactures clean room panels, particularly customized high quality panels to Indian pharmaceutical manufacturers. Tokyo-listed Japanese corporation Taikisha designs and constructs heating, ventilation, air conditioning and paint finishing systems globally. This acquisition is expected to strengthen Taikisha’s ability to respond to the growing demand in the Indian clean room construction market, by combining Nicomac India’s panel manufacturing and installation technologies with the air conditioning system technologies of Taikisha, primarily in the pharmaceutical manufacturing space. Partner Vikram Raghani, supported by partners Vaibhav Choukse and Rajiv Reddy, led the firm’s team in the transaction. Anderson Mori & Tomotsune acted as offshore counsel to Taikisha.

K Law is advising Biocon Biologics India (BBI), a subsidiary of Biocon, on the US$30 million acquisition by Tata Capital Growth Fund II of some equity shares of BBI. BBI is uniquely positioned as a fully integrated ‘pure play’ biosimilars organization in the world, and aspires to transform patients’ lives through innovative and inclusive healthcare solutions. Partner Shwetambari Rao is leading the firm’s team in the transaction, which was signed on July 31, 2020 and is yet to be completed.

Khaitan & Co has advised Ather Energy and its founders on the US$12 million further investment, as an extension of its Series C1 round of investment last year, by existing investor Hero MotoCorp. Ather Energy is an Indian electric vehicle company that manufactures smart electric scooters. It has also established AtherGrid, an electric vehicle charging infrastructure. Partners Rajiv Khaitan and Sanjay Khan Nagra led the firm’s team in the transaction, which was completed on July 28, 2020. J Sagar Associates also advised on the transaction.

Khaitan & Co has also advised K Raheja Corp Investment Managers, the investment manager of Mindspace Business Parks REIT, on its IPO of Rs45 billion (US$603m), comprising of a fresh issue of up to Rs10 billion (US$134m) units of the Mindspace Business Parks REIT and an offer for sale of the units by some selling unitholders, including some Blackstone entities. The firm also acted as Indian counsel to the book-running lead managers, comprised of Morgan Stanley India, Axis Capital, DSP Merrill Lynch, Citigroup Global Markets India, JM Financial, Kotak Mahindra Capital, CLSA India, Nomura Financial Advisory and Securities (India), UBS Securities India, Ambit Capital, HDFC Bank, IDFC Securities and ICICI Securities. Partners Sudhir Bassi and Subhayu Sen led the firm’s team in the transaction, which is the first IPO of REITs which includes an offer-for-sale component. Shardul Amarchand Mangaldas & Co acted as Indian counsel to Mindspace Business Parks REIT, K Raheja Corp, the trustee, sponsors, K Raheja selling unitholders and Blackstone selling unitholders. Sidley Austin acted as international counsel to the offer.

Maples Group has acted as Cayman Islands counsel to Quhuo on its IPO of 3.3 million American Depositary Shares, representing its class A ordinary shares, and its listing on Nasdaq. Quhuo was the largest workforce operational solution platform in China, as measured by the number of average monthly active workers in 2019. The offering, which closed on July 14, 2020, raised approximately US$33 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Commerce & Finance Law Offices acted as US and Chinese counsels, respectively. Latham & Watkins and Tian Yuan Law Firm acted as US and Chinese counsels, respectively, to Roth Capital Partners and Valuable Capital, as the underwriters.

Maples Group has also acted as Cayman Islands counsel to Agora, an exempted company incorporated in the Cayman Islands, on its IPO of 20.125 million American Depositary Shares, including 2.625 million ADSs upon exercise by the underwriters of the over-allotment option, representing its class A ordinary shares, and its listing on Nasdaq. Agora is a real-time engagement API provider. The offering, which closed on June 30, 2020, raised approximately US$400 million. Morgan Stanley and BofA Securities acted as the lead book-running managers, while Needham & Company acted as co-manager for the offering. Partner Richard Spooner also led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati and King & Wood Mallesons acted as US and Chinese counsels, respectively. Simpson Thacher & Bartlett and Fangda Partners represented the underwriters.

Millbank has advised International Container Terminal Services Inc (ICTSI), one of the world’s largest port operators, on its issuance of US$400 million 4.75 percent senior notes due 2030. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, led the firm’s team in the transaction.

Millbank has also advised Royal Capital and International Container Terminal Services Inc (ICTSI) on Royal Capital’s concurrent issuance of US$300 million senior guaranteed perpetual capital securities and tender offer for its existing US$450 million 5.5 percent senior guaranteed perpetual capital securities, both guaranteed by ICTSI. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, also led the firm’s team in the transaction.

Paul Hastings has advised South Korea-based Dongwon Industries on its strategic investment to acquire a minority stake in Salmon Evolution. Dongwon Industries is a global top-tier seafood company and the number one salmon trader in Korea. Salmon Evolution is a land-based farming operator transferring the preconditions offered by the sea to farm fish on land. Under the terms of the agreement, Dongwon Industries and Salmon Evolution further plan to enter into a partnership to jointly construct and operate in Korea a land-based fish farm utilizing Salmon Evolution’s technology. Corporate partner Daniel Kim led the firm’s team in the transaction.

Paul Hastings has also represented SDP Investment on the formation of a joint venture with an international institutional investor, in connection with the acquisition of U-Show Plaza in Beijing for approximately Rmb4 billion (US$576m). This transaction is one of the largest acquisitions with foreign investment in the Beijing real estate market, since the global outbreak of the COVID-19 pandemic. Founded by former Warburg Pincus head of real estate for Asia Mr Chi Miao, SDP Investment is an integrated real estate investment management firm focusing on acquisition of prime properties in Tier 1 cities in China. U-Show Plaza is a 12-storey commercial and office complex with a total construction area of approximately 130,000 square meters in the Beijing South Railway Station area. Paul Guan, partner and head of Greater China real estate practice, led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising TEE International on the S$21.9 million (US$16m) mandatory conditional cash offer by Singapore Tramore Global for the shares of TEE International. Partners Danny LimPenelope Loh and Cheryl Tay are leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also advised AIF Capital on its disposal of a major stake in Oceanus Group to eleven purchasers in a married deal. Partners Danny Lim and Cynthia Wu led the firm’s team in the transaction.

Simmons & Simmons has advised Mirae Asset Global Investments (Hong Kong) on the launch of two exchange traded funds (ETFs), which were listed in Hong Kong on August 7, 2020. Mirae Asset has successfully expanded its robust suite of ETF products with the listing of Global X China Semiconductor ETF and Global X China Robotics and AI ETF. Both newly listed ETFs are offered under an open-ended fund company (OFC) framework in Hong Kong, and are the sub-funds of the Global X Exchange Traded Funds Series OFC. These new ETFs are the second set of funds available to investors, following the launch of the first batch of three funds, listed by Mirae Asset in January 2020. The new funds are China-focused and will directly invest in the constituent stocks of the relevant underlying indexes, which may include A-Shares, H-Shares, N-Shares, P-Chips and Red Chips in the semiconductor industry and the robotics and artificial intelligence sector, respectively. Partner Eva Chan led the firm’s team in the transaction.

Skadden has advised Hong Kong-listed E-House China Holdings on a series of agreements with Sina.com and its affiliated entity; Leju Holdings executive chairman Mr Zhou Xin and some of his affiliated entities; and Alibaba Group. Pursuant to the agreements with Sina.com, Mr. Zhou Xin and their affiliated entities, and subject to certain closing conditions, E-House will acquire a majority interest in Nasdaq-listed Leju Holdings. E-House has also entered into an agreement with Alibaba, pursuant to which the two parties will cooperate in areas, including online-offline real estate transaction, digital marketing and after-sale services, to enhance the digital and intellectual capabilities of the real estate service industry. Alibaba has also signed a share subscription agreement to invest in E-House, and has subscribed for a HK$1.03 billion (US$133m) note, convertible to further equity interest in E-House. The transactions contemplated by the agreements have an aggregate value of US$532 million, excluding the proposed joint venture between E-House and Alibaba, which has a prospective value of Rmb5 billion (US$720m). Hong Kong partner Christopher Betts led the firm’s team in the transaction.

Skadden has also advised Li Auto, an innovator in China’s new energy vehicle market, on its IPO of 95 million ADS on Nasdaq, as well as concurrent private placements, raising a total of approximately US$1.48 billion. Each ADS will represent two Li Auto Class A ordinary shares, at a price of US$11.50 per ADS. Li Auto has granted the underwriters an option, exercisable within 30 days from the date of the final prospectus, to purchase up to 14.25 million additional ADSs. Li Auto’s IPO is the largest by a Chinese company in the US since 2018. Trading commenced on July 30, 2020. Partners Julie Gao (Hong Kong) and Haiping Li (Shanghai) led the firm’s team in the transaction.

Slaughter and May Hong Kong is advising China International Capital Corporation Hong Kong Securities, as placement agent, on the placement of 172 million new ordinary shares in China Grand Pharmaceutical and Healthcare Holdings (CGP). Beijing Pan Feng Investment Management Partnership has expressed its interest to invest in CGP, through a derivative contract with one of the prospective placee. Another prospective investor is an affiliate of Hillhouse Capital Advisors. The placement shares will be issued under the general mandate granted by CGP shareholders, and will represent approximately 4.85 percent of CGP’s enlarged issued share capital. Partners Benita Yu and Charlton Tse are leading the firm’s team in the transaction.

Sullivan & Cromwell (Hong Kong) has represented Korea Investment on its subscription of US$150 million capital commitment for limited partnership interest in Actis Energy 5 A (UK), managed by Actis GP (UK). Partners Garth Bray (corporate-Hong Kong) and S Eric Wang (tax-New York) led the firm’s team in the transaction, which was completed on July 3, 2020.

Sullivan & Cromwell (Hong Kong) is also representing Fenix Group Holdings (Hong Kong) and City Super (BVI) (Hong Kong) on definitive agreements with China Resources Capital Management and Asia Food Growth Fund to acquire a combined 65 percent shareholding in City Super Group from Fenix Group, Lane Crawford Joyce Group (Hong Kong) and other existing shareholders. Hong Kong corporate partner Kay Ian Ng is leading the firm’s team in the transaction, which was announced on August 6, 2020.

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Deals – August 5, 2020

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Allen & Gledhill has acted as transaction counsel for Young Investment Group Industry on its joint venture agreement with China Gezhouba Group Cement and China Gezhouba Group Overseas Investment (collectively GZB) to develop a limestone mine and a cement factory in Mandalay, Myanmar. YIG and GZB hold 30 percent and 70 percent, respectively, in the joint venture company, which will be one of the largest cement producers in Myanmar. Its full production capacity will reach 5,000 tonnes per day, once the operation commences. This is also the first cement factory invested by Shanghai-listed Gezhouba Group in the Southeast Asia region, and its second overseas cement project. Myanmar director Oh Hsiu-Hau and principal Chen Xi led the firm’s team in the transaction.

Allen & Gledhill and its strategic alliance firm in Indonesia, Soemadipradja & Taher, have advised B Capital Group, as a lead investor, on its investment in the US$53 million Series B funding round of Payfazz, an Indonesian financial technology start-up with a broad range of business activities focusing on payment solutions. Allen & Gledhill counsel Julian Ho and Soemadipradja & Taher partner Emalia Achmadi led their respective firm’s team in the transaction.

AZB & Partners has advised the International Finance Corporation on its up to Rs2.94 billion (US$39.2m) subscription of rated, secured, unlisted non-convertible debentures issued by Saguna Foods, for meeting its working capital and capital expenditure requirements. The transaction was signed on June 17, 2020, while the first tranche debentures have been allotted on July 20, 2020. Partners Gautam Saha, Pallavi Meena and Nikhil Bahl led the firm’s team in the transaction.

AZB & Partners has also advised Reliance Industries and Jio Platforms on the Rs56.84 billion (US$757m) acquisition by Platinum Owl C 2018 RSC, a wholly-owned subsidiary of the Abu Dhabi Investment Authority, of 1.16 percent equity stake in Jio Platforms. Partners Ashwath Rau, Nilanjana Singh and Bharat Budholia led the firm’s team in the transaction, which was completed on July 13, 2020.

Baker & McKenzie has advised Japan Energy Capital on the establishment of Japan Energy Fund, a decarbonized energy fund focused on overseas investment. Japan Energy Capital will serve as a general partner in the fund, with ENECHANGE, Looop, Daiwa Energy & Infrastructure and Hokuriku Electric Power as the four investor companies. The fund aims to build sustainable societies using the five Sustainable Development Goals adopted at the UN Summit in 2015. By recruiting investors within Japan and overseas to invest in decarbonization and ESG, it expects to generate approximately ¥100 billion (US$945m) in investment. The fund first plans to acquire joint operating rights to a 13 MW solar power plant in Turkey for US$100 million. Naoaki Eguchi, partner and co-chair of the Tokyo renewable and clean energy group, supported by Istanbul partner Duygu Turgut, led the firm’s team in the transaction.

Baker McKenzie Wong & Leow has advised StashAway, a digital wealth manager for both retail and accredited investors, on its US$16 million Series C funding round, led by venture capital fund Square Peg, and with participation by Burda Principal Investments and Series B-round lead investor Eight Roads Ventures. Stashaway currently has offices in Singapore, Malaysia, Thailand, Hong Kong and the UAE. Since their Series B fundraising a year ago, they have introduced a free financial education curriculum within their app, launched an Income Portfolio in Singapore and a cash management portfolio called StashAway Simple™ in Singapore and Malaysia. Asia Pacific head of financial institutions and Singapore principal Stephanie Magnus led the firm’s team in the transaction.

CNPLaw has acted as lead counsel for Smith Tan Asia Phoenix Fund, a Cayman Islands-domiciled investment fund, on various fund terms, including regulatory matters, with respect to its fund documentation. The fund is managed by Smith Tan Asset Management, a fund management company registered with the Monetary Authority of Singapore.  Funds and financial services partner Amit Ramkrishn Dhume led the firm’s team in the transaction.

Davis Polk has advised the initial purchasers on a US$300 million Regulation S offering by CIFI Holdings (Group) of its 5.95 percent senior notes due 2025. Established in 2000 and headquartered in Shanghai, CIFI Holdings is engaged in property development, property investment and property management business in China. It has achieved a nationwide geographic coverage and a strong presence in first-tier cities and in second- and third-tier cities with high growth potential in China. Partner Gerhard Radtke led the firm’s team in the transaction.

Khaitan & Co is advising Foundation Holdings and its affiliates on the Rs2 billion (US$26.7m) subscription, as part of a Series D round of investment, of 15.55 percent shares of Toppr Technologies, which enables K-12 school education through technology and prepares entrance exams for engineering and medical colleges and institutions in India, through digital modules. Partner Mayank Singh is leading the firm’s team in the transaction, which was signed on July 27, 2020 and is estimated to be completed on or before August 26, 2020.

Khaitan & Co has also advised Hyderabad Industries on the completion of the sale and transfer, through a slump sale arrangement on a going concern basis, of its calcium silicate insulation products division, operated under the brand ‘HYSIL’, to Calderys India Refractories, a wholly-owned subsidiary of the French group Imerys, for Rs800 million (US$10.7m). Partner Niren Patel, supported by partner Harsh Parikh and director Vinita Krishnan, led the firm’s team in the transaction, which was completed on July 10, 2020.

Maples & Calder has acted as Cayman Islands counsel to Greentown Management Holdings on its IPO of 477.5 million shares and its listing in Hong Kong. Greentown Management is one of the largest project management companies in the Chinese real estate market. The offering, which closed on July 10, 2020, raised approximately HK$1.19 billion (US$153.5m). Partner Derrick Kan led the firm’s team in the transaction, while Allen & Overy acted as Hong Kong and US counsel, and Zhejiang T&C Law Firm acted as China counsel. Kirkland & Ellis acted as Hong Kong and US counsel, while Haiwen & Partners acted as China counsel to Credit Suisse and Deutsche Securities, as the joint sponsors, and to the underwriters.

Maples & Calder has also acted as Cayman Islands counsel to Ocumension Therapeutics on its IPO of 105.93 million shares and its listing in Hong Kong. Ocumension is a China-based ophthalmic pharmaceutical platform company dedicated to identifying, developing and commercializing first or best-in-class ophthalmic therapies. The offering, which closed on July 10, 2020, raised approximately HK$1.55 billion (US$200m). Partner Derrick Kan led the firm’s team in the transaction, while Sidley Austin acted as Hong Kong and US counsel, and Zhong Lun Law Firm acted as China counsel. Davis Polk & Wardwell acted as Hong Kong and US counsel, while Tian Yuan Law Firm acted as China counsel to Morgan Stanley and Goldman Sachs, as the joint sponsors, and to the underwriters.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for China Maple Leaf Educational Systems on the proposed S$680 million (US$494.5m) acquisition by Maple Leaf CIS Holdings of 100 percent of the issued and paid up capital of Star Readers, which operates the Canadian International School in Singapore, from Rainbow Readers. Partner Tan Mui Hui is leading the firm’s team in the transaction.

Rajah & Tann Singapore and Rajah & Tann Myanmar Company Limited, member firms of Rajah & Tann Asia, have assisted Ascent Myanmar Growth Fund, the largest private equity firm in Myanmar, on its US$15 million minority investment in Frontiir. Partners Chester TohHiroyuki Ota and Alroy Chan from Rajah & Tann Singapore and Min Thein from Rajah & Tann Myanmar led their respective teams in the transaction.

Skadden has advised Open House on its ¥40.5 billion (US$383m) global offering of common stock, which is listed in Tokyo. Open House is a leading Japanese real estate company which develops and sells single-family homes and other real estate businesses. The offering closed on July 28, 2020. Tokyo partner Kenji Taneda led the firm’s team in the transaction.

S&R Associates has represented the broker on the Rs4.23 billion (US$56.5m) bulk sale of 3.05 million equity shares of Metropolis Healthcare in Bombay. Partner Sudip Mahapatra led the firm’s team in the transaction.

WongPartnership has acted for the borrower in the refinancing of AXA Tower in relation to the divestment by Perennial of 50 percent stake in AXA Tower to Alibaba. Partner Christy Lim led the firm’s team in the transaction, together with partner Serene Soh.

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Deals – July 29, 2020

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Allen & Gledhill has acted as transaction counsel for DBS Bank and United Overseas Bank on various term loan facilities aggregating to S$675 million (US$489.5m) to Perennial Treasury, and guaranteed by Perennial Real Estate Holdings. The facilities will be used to finance, among other purposes, the redemption of bonds issued by the borrower and the guarantor. Partner Lim Wei Ting led the firm’s team in the transaction.

Allen & Gledhill has also advised MUFG Innovation Partners (MUIP) on co-leading the first US$23.5 million tranche of the Series C funding round of Investree, Indonesia’s leading business-to-business marketplace lending platform. MUIP is a corporate venture capital fund and a wholly-owned subsidiary of MUFG, Japan’s leading global financial group. Julian Ho led the firm’s team in the transaction.

AZB & Partners has advised Rocketship.VC on the approximately Rs224.94 million (US$3m) acquisition by Rocketship.vc Fund II and Rocketship.vc Parallel Fund II of a minority stake in Yulu Bikes. Partners Srinath Dasari and Nanditha Gopal led the firm’s team in the transaction, which was completed on June 18, 2020.

AZB & Partners has also advised Tilden Park Capital Management on the Rs22.5 billion (US$301m) acquisition by its investment vehicle, Bay Tree India Holdings I, of 7.78 percent of share capital in Yes Bank. Partners Ashwath Rau and Kashish Bhatia led the firm’s team in the transaction, which was completed on July 23, 2020.

Baker McKenzie has advised Hong Kong-listed 3SBio on the issuance, through its SPV, of new €320 million (US$375.4m) zero-coupon convertible bonds due 2025, and on the concurrent repurchase of its existing convertible bonds. The new bonds are listed in Hong Kong. Founded in 1993, 3SBio is a pioneer and a leading biotechnology company in China. It has extensive expertise in developing, manufacturing and commercialising biopharmaceuticals. Deutsche Bank and JP Morgan were the joint global coordinators, joint managers and joint book-runners on the issuance. Asia Pacific capital markets chair partner Ivy Wong, supported by local principal Xavier Amadei from Baker McKenzie Wong & Leow in Singapore and partner Duncan McGrath in Sydney, led the firm’s team in the transaction, which was completed on June 29, 2020.

Baker McKenzie has also advised BOCOM International Holdings, a subsidiary of the Bank of Communications, on two new transactions amid Covid-19. The firm advised Bocom’s subsidiary, as lender, on a Hong Kong dollar term loan facility granted to the substantial shareholder of a Hong Kong-listed company, to finance the payment obligations under the mandatory conditional cash offer made and triggered under the Takeovers Code. The firm also advised Bocom on its Series A investment, via subscription of preference shares, in a new tech company and its subsidiaries, that are engaged in the development, manufacturing, sales and maintenance services of medical equipment utilising AI technologies in Singapore and China. Partners Ivy Wong, Asia Pacific capital markets chair, and Simon Leung led the firm’s team in the Hong Kong dollar loan, while partner Ivy Wong also led the firm’s team in the Series A investment.

Davis Polk has advised the initial purchasers on the Regulation S offering by RongXingDa Development of US$250 million principal amount of nine percent senior notes due 2021. The notes are guaranteed by Shenzhen-listed RiseSun Real Estate Development, a leading real estate developer in the China focusing on developing quality residential properties. RiseSun has established a strong market position in the Beijing-Tianjin-Hebei Bohai Economic Rim and the Yangtze River Delta Region, and has been actively expanding into the Greater Bay Area and central and western China. Hong Kong corporate partner Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on a Regulation S offering by Trip.com Group of US$500 million principal amount of 1.5 percent exchangeable senior notes due 2027. Nasdaq-listed Trip.com Group is a leading one-stop travel service provider, consisting of Trip.com, Ctrip, Skyscanner and Qunar. Across its platforms, Trip.com Group enables local partners and travellers around the world to make informed and cost-effective bookings for travel products and services. Hong Kong partner James Lin, supported by partner John Brandow, led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Maples and Calder, led by partner Richard Spooner, acted as Cayman Islands counsel to Trip.com Group.

J Sagar Associates has advised Axis Capital and ICICI Securities, as the book-running lead managers, on the recent IPO of Rossari Biotech. The prospectus was filed on July 16, 2020, comprising of a public issue of approximately 11.7 million equity shares, with face value of Rs2 (US$0.027) each, at a premium of Rs425 (US$5.68) each, aggregating to approximately Rs5 billion (US$66.8m), comprising of a fresh issue of Rs500 million (US$6.7m) and an offer for sale by Rossari promoters Edward Walter Menezes and Sunil Srinivasan Chari, aggregating to approximately Rs4.5 billion (US$60m). The IPO was in addition to a Rs1 billion (US$13.4m) pre-IPO placement in February 2020 to various marquee investors. Rossari is one of the leading specialty chemicals manufacturing companies in India, which operates in India and in 17 foreign countries. The all-virtual IPO, which closed on July 21, 2020, is the first public offering of securities in India, amid the continuing Covid-19 pandemic and after a stagnant fund raising phase of four months. Partner Arka Mookerjee led the firm’s team in the transaction, while Squire Patton Boggs Singapore acted as special purpose international legal counsel. Shardul Amarchand Mangaldas & Co, led by partners Nikhil Naredi and Sayantan Dutta, advised Rossari Biotech.

J Sagar Associates and Baker & Mckenzie have advised Rakuten Mobile, a wholly-owned subsidiary of Rakuten, on its 100 percent acquisition of Innoeye Software Technologies (Innoeye ST) and Innoeye LLC. Rakuten is the largest e-commerce company of Japan. Innoeye is an engineering technology solutions company and is engaged in designing, developing and delivering end-to-end telecom operation support system solutions and business support system solutions. Innoeye ST serves as an offshore development centre for the technology solutions, while Innoeye LLC holds the intellectual property and executes the contracts with customers. Innoeye LLC also serves as the holding company for Innoeye Japan and Innoeye (Singapore). Partners Trisheet Chatterjee and Zain Pandit, supported by partner Minu Dwivedi, led the firm’s team in the transaction, which is expected to close after completion of certain conditions precedent.

Khaitan & Co has advised CESC Ventures and the RP-Sanjiv Goenka Group on the acquisition of a majority stake in Editorji Technologies. CESC Ventures is a wholly owned subsidiary of CESC, the flagship company of the RP-Sanjiv Goenka Group, one of India’s fastest growing conglomerates with a significant global presence in power and energy, carbon black manufacturing, retail, IT-enabled services, FMCG, media and entertainment, and agriculture. Editorji Technologies is an AI-powered news application named Editorji, which provides personalised newscasts, based on user preferences and behaviour. Partner Anuj Shah led the firm’s team in the transaction, which was completed on July 11, 2020. Cyril Amarchand Mangaldas also advised on the deal.

Khaitan & Co has also advised STX Filmworks on securing approval from the Competition Commission of India on its merger with a subsidiary of Eros International. The transaction also envisages additional investments of approximately US$125 million by existing and new investors. The transaction will create the first publicly traded, independent content and distribution company, under the name Eros STX Global Corporation, with global reach and unique positions in the US, India and China. Partner Sagardeep Rathi led the firm’s team in the transaction, which was completed on July 8, 2020.

Maples and Calder has acted as Cayman Islands counsel to Yik Wo International Holdings on its IPO of 150 million shares and its listing in Hong Kong. Yik Wo is the fourth largest disposable plastic food storage container company in China. The offering, which closed on July 13, 2020, raised approximately HK$60 million (US$7.7m). Partner Derrick Kan led the firm’s team in the transaction, while PC Woo & Co and Tian Yuan Law Firm acted as Hong Kong and China counsel, respectively. TC & Co and Jingtian & Gongcheng acted as Hong Kong and China counsel, respectively, for Grand Moore Capital, as the sole sponsor, and for the underwriters.

Maples and Calder has also acted as Cayman Islands counsel to Immunotech Biopharm on its IPO of 100 million shares and its listing in Hong Kong. Immunotech is a leading cellular immunotherapy biopharmaceutical company in China. The offering, which closed on July 10, 2020, raised approximately HK$1.1 billion (US$142m). Partner Derrick Kan also led the firm’s team in the transaction, while Eric Chow & Co, in association with Commerce & Finance Law Offices, acted as Hong Kong counsel, and Commerce & Finance Law Office acted as China counsel. Allen & Overy acted as Hong Kong counsel, while Jingtian & Gongcheng acted as China counsel to CC International Capital and Guosen Securities (HK), as the joint sponsors, and to the underwriters.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for Perennial Real Estate Holdings on the S$1.58 billion (US$1.15b) voluntary conditional cash offer by United Overseas Bank and DBS Bank, for and on behalf of Primero Investment Holdings, a consortium comprised of Chinese private equity firm HOPU and key shareholders of Perennial, to acquire all of the issued and paid-up ordinary shares in the capital of Perennial. Partner Sandy Foo is leading the firm’s team in the transaction, with senior associate Goh Jun Yi.

Rajah & Tann Singapore and Christopher & Lee Ong, member firms of Rajah & Tann Asia, are advising Esteel Enterprise on its US$128 million acquisition of Antara Steel Mills from Lion Industries. Partners Danny Lim and Cynthia Wu from Rajah & Tann Singapore and Yon See Ting and Kimberly Goh from Christopher & Lee Ong are leading the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised Zolostays Property Solutions on its issue of Series C compulsorily convertible preference shares to Investcorp, Nexus Ventures Partners, Mirae Assets Group and Trifecta Venture Fund Debt-II. Partner Arjun Perikal led the firm’s team in the transaction, which is valued at US$56 million. Khaitan & Co advised Mirae Asset Naver New Growthfund I, Mirae Asset GS Retail New Growthfund I, Mirae Asset Young Start -up investment fund I and CO -Living Parent, while Samvad Partners advised Trifecta Venture Debt Fund II.

Simpson Thacher has represented the underwriters on the IPO and listing in the Nasdaq of Burning Rock Biotech. The offering comprised of 13.5 million American Depositary Shares, representing 13.5 million Class A ordinary shares, before the exercise of the underwriters’ overallotment option. The base offering size was approximately US$222.8 million. Morgan Stanley, BofA Securities and Cowen acted as the representatives of the underwriters. Burning Rock is a leading cancer therapy selection company in China, aiming to transform precision oncology and early cancer detection. Hong Kong capital markets partners Chris Lin and Daniel Fertig led the firm’s team in the transaction.

WongPartnership has acted as Singapore counsel for PHC Holdings on its acquisition of additional shares in SciMed (Asia). Partner Jason Chua was involved in the transaction, together with partner Chan Jia Hui.

WongPartnership has also acted for the banks, who are existing lenders to the owner of Northpoint City South Wing, on the onboarding of TCC Prosperity, as a strategic capital partner. Partner Alvin Chia led the firm’s team in the transaction, together with partner Angela Lim.