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Deals – December 11, 2019

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Allen & Gledhill is advising Frasers Logistics & Industrial Asset Management, in its capacity as manager of Frasers Logistics & Industrial Trust (FLT), as transaction counsel on the approximately S$1.54 billion (US$1.13bn) proposed merger of FLT and Frasers Commercial Trust (FCOT). The proposed merger will be effected through the acquisition of all the issued and paid-up units in FCOT, held by the unitholders of FCOT by way of a trust scheme of arrangement in compliance with the Singapore Code on Take-overs and Mergers, by Perpetual (Asia), in its capacity as trustee of FLT. The enlarged Reit will hold approximately S$5.7 billion in assets across the Asia-Pacific, Europe and the UK, and is expected to be one of the top 10 S-Reits by market capitalisation, with a portfolio comprising around 2.6 million square metres of space in 98 properties across five countries. Advising the FLT manager are Allen & Gledhill deputy managing partner Jerry Koh and partners Christopher Koh, Foong Yuen Ping, Wong Yi Jia, Teh Hoe Yue and Eudora Tan. Advising the FLT manager on tax issues is Allen & Gledhill partner Lim Pek Bur. Advising the FLT manager on competition and antitrust issues is Allen & Gledhill partner Daren Shiau.

Allen & Gledhill advised TPV Technology and CEIEC (HK) on the HK$4.64 billion (US$593m) proposed privatisation of TPV by CEIEC by way of a scheme of arrangement. Allen & Gledhill also advised TPV on the proposed withdrawal of listing of the shares of TPV from The Stock Exchange of Hong Kong and the Singapore Exchange Securities Trading. Advising TPV and CEIEC as to Singapore law was Allen & Gledhill partner Lee Kee Yeng.

Assegaf Hamzah & Partners, member firm of Rajah & Tann Asia, has acted for Asian Development Bank, International Finance Corporation, The Leading Asia’s Private Infrastructure Fund administrated by ADB, MUFG Bank and Sumitomo Mitsui Banking Corporation on their US$222 million loan to Medco Power Sentral Sumatera for the development of a 275MW Riau combined-cycle power plant, one of the first generation of gas-fired IPPs. Partners Ibrahim Sjarief Assegaf and Kanya Satwika led the firm’s team in the transaction.

AZB & Partners has acted as India counsel to Merrill Lynch (Singapore) and Australia and New Zealand Banking Group, as among the joint lead managers and bookrunners, on the issuance by Tata Motors of US$300 million 5.875 percent senior notes due 2025. Partners Varoon Chandra and Pallavi Meena led the firm’s team in the transaction, which was completed on November 20, 2019.

AZB & Partners has also advised Oman India Joint Investment Fund II on its Rs843 million (US$11.9m) acquisition of a 9.9 percent stake in Capital Small Finance Bank. Partners Sai Krishna Bharathan and Rinki Ganguli led the firm’s team in the transaction, which was completed on November 22, 2019.

Gide has advised Legrand, a French industrial group and global specialist in electrical and digital building infrastructure, on its acquisition of Jobo Smartech (Huizhou), the Chinese leader in connected hotel-room management solutions (lighting, air temperature, etc.), whose ranges ideally round out those of Legrand in China’s dynamic hotel segment. Partner David Boitout led the firm’s team in the transaction.

J Sagar Associates has acted as India counsel to Masco on the sale of Milgard Services India. One of the world’s leading manufacturers of branded home improvement and building products, Masco sold windows and patio doors manufacturer Milgard Manufacturing, along with its investment in Milgard Services India, to MI Windows and Doors for approximately US$725 million. Partners Nitin Potdar and Rinku Ambekar led the firm’s team in the transaction, while Davis Polk & Wardwell acted as international counsel.

J Sagar Associates has also advised IDBI Bank and IDBI Capital Markets & Securities on the sale of their 100 percent shareholding in IDBI Asset Management and IDBI MF Trustee to Muthoot Finance. The completion of the transaction is subject to SEBI and CCI approvals, among others. The closing of the transaction will result in Muthoot Finance’s entry into the mutual fund asset management sector. Partners Rinku Ambekar and Anand Lakra, supported by partner Vaibhav Choukse, led the firm’s team in the transaction, which has a total deal value of Rs2.15 billion (US$30.4m). Muthoot Finance was advised by AZB & Partners, led by partners Srinath Dasari, Bhuvana Veeraragavan, Rushabh Maniar, Samir Gandhi and Hemangini Dadwal.

Khaitan & Co has advised Centrum Microcredit on its acquisition, via business transfer arrangement, of the entire microfinance business of Altura Financial Services. Post the acquisition, Centrum Microcredit will have a loan portfolio of approximately Rs4 billion (US$56.5m) across 126 branches. Partner Niren Patel led the firm’s team in the transaction.

Khaitan & Co has also advised City Football Group (CFG), the controlling entity of the Manchester City football club, on its acquisition of a 65 percent stake in the Mumbai franchise of the Indian Super League (ISL). The acquisition is a transformational deal for the ISL and is a high-profile investment that will benefit Indian football as a whole. The entry of CFG into India marks its 8th global investment in a club under the CFG brand. Partners Nikhil Narayanan and Tanvi Kumar, supported by partner Indruj Rai, led the firm’s team in the transaction.

Kirkland & Ellis has advised Loyal Valley Capital, a leading China-focused sponsor in the new consumer, healthcare and financial services industries, on the closing of its second US-dollar fund at US$465 million. The fund initially targeted US$400 million, but raised its hard-cap due to oversubscription by a broad mixture of global institutional investors, including sovereign wealth and fund of funds. The firm also represented Loyal Valley Capital on the raising of its first private equity fund in 2018. Investment funds partners Carol Liu and Liyong Xing, supported by partners Josh Westerholm (investment funds), Alec Campbell (tax), Nick Niles (government and internal investigations) and Elizabeth Dyer (ERISA), led the firm’s team in the transaction.

Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company 36Kr Holdings on its IPO of 1.38 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. 36Kr Holdings is a pioneering platform offering business services, including online advertising services, enterprise value-added services and subscription services, to new economy participants in China. The offering, which closed on November 13, 2019, raised approximately US$22 million. Karen Zhang Pallaras led the firm’s team in the transaction, while Davis Polk & Wardwell acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to Credit Suisse Securities (USA) and China International Capital Corporation Hong Kong Securities, as representatives of the underwriters.

Maples and Calder has also acted as BVI counsel to Huarong Finance 2019 on its issuance of US$500 million 3.25 percent guaranteed notes due 2024 and US$500 million 3.875 percent guaranteed notes due 2029, under its US$2.9 billion medium term note programme. The notes are listed in Hong Kong, and are guaranteed by China Huarong International Holding, with the benefit of a keepwell deed given by China Huarong Asset Management. The transaction closed on November 13, 2019. In terms of total assets, China Huarong Asset Management is the largest financial asset management company in China, with a focus on distressed debt management. Karen Zhang Pallaras also led the firm’s team in the transaction, while Linklaters acted as English and Hong Kong counsel. Clifford Chance acted as English counsel to the joint global coordinators and joint lead managers.

O’Melveny has represented Pharmaron on its approximately HK$4.6 billion (US$588m) dual primary listing and H share offering in Hong Kong. Beijing-based Pharmaron is a leading fully integrated pharmaceutical R&D service platform, serving China and overseas pharmaceutical companies. Pharmaron established a leading position in drug discovery, pre-clinical and early clinical-stage development, while also expanding capabilities downstream to late clinical-stage development and commercial manufacturing. The joint sponsors for the IPO are Goldman Sachs (Asia), CLSA Capital Markets and Orient Capital (Hong Kong). Partners Portia Ku, Ke Zhu and Edwin Kwok led the firm’s team in the transaction.

O’Melveny is also representing a buyer consortium to acquire SORL Auto Parts on a “going-private” transaction. SORL is a leading manufacturer and distributor of automotive brake systems, as well as other key safety-related auto parts in China. Pursuant to the merger agreement signed on November 29, 2019, the buyer consortium, led by the controlling shareholders of SORL, will acquire all of the outstanding shares of SORL for US$4.72 per share, representing an aggregate equity valuation of approximately US$91 million. Partners Geng Ke and Nima Amini are leading the firm’s team in the transaction, which is expected to close in the second quarter of 2020.

Paul Hastings has advised Hanwha Systems on its US$345 million global offering and listing in Korea. Hanwha Systems is a leading manufacturer of defense electronics products and a leading provider of information technology services in Korea. Citigroup Global Markets Korea Securities, NH Investment & Securities and Korea Investment & Securities acted as the global coordinators and joint book-runners for the offering. Seoul corporate partners Dong Chul Kim and Daniel Kim led the firm’s team in the transaction, which is the second largest IPO in South Korea in 2019.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted as international counsel to Zhenjiang Transportation Industry Group on its offering of US$220 million seven percent notes due 2022. The notes are governed by English law and are listed in Singapore. Partners Angela Lim and Eugene Lee led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Hoi Hup Realty on its S$475 million (US$349.6m) acquisition of the entire issued and paid-up share capital of Ophir-Rochor Hotel, the registered proprietor of the property situated at 5 Fraser Street Singapore 189354 and known as Andaz Singapore. Partners Tracy Ang, Elsa Chai and Ng Sey Ming led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised Norwest Venture Partners on its further follow-on investment in its existing portfolio company Ess Kay Fincorp, which also saw further investment from its other existing investors TPG Growth and Evolvence India Fund. The firm has also advised Norwest on all their previous investments into Ess Kay. Norwest is a leading multi-stage investment firm, managing more than US$9.5 billion in capital. It invests in early-to-late stage companies across a wide range of sectors. Jaipur-based Ess Kay Fincorp is an NBFC, primarily providing financing for income generation activity to the commercial vehicle segment and small businesses in India. Equity partner Puja Sondhi, supported by partners Aayush Kapoor and Sumeet Singh, led the firm’s team in the transaction, which was valued at approximately Rs2.35 billion (US$33.2m). Cyril Amarchand Mangaldas & Co advised Ess Kay Fincorp and its promoter Rajendra Kumar Setia. AZB & Partners advised TPG Growth, while Trilegal advised Evolvence India Fund.

Shearman & Sterling is representing LINE, the provider of one of Japan’s most popular mobile messaging apps, on its potential business integration with Z Holdings, the holding company of Yahoo Japan, one of Japan’s leading internet companies. As part of the business integration, Z Holdings, LINE and their respective parent companies, SoftBank and NAVER, have also announced a proposal by SoftBank and NAVER to take LINE private, by launching a joint tender offer to acquire all of LINE’s outstanding common stock (including American Depositary Shares), stock options and convertible bonds. The transaction will be subject to, among other factors, the execution of definitive agreements, regulatory approvals and other customary closing conditions. Tokyo capital markets partners Masahisa Ikeda and Toshiro Mochizuki are leading the firm’s team in the transaction.

Sidley represented Kyuden International, a subsidiary of Kyushu Electric Power, a major Japanese utility company, in its indirect acquisition from Diamond Generating of a 12.5% stake in Tenaska Pennsylvania Partners (TPP). The acquisition closed on November 27, 2019. TPP owns and operates the Tenaska Westmoreland Generating Station, approximately 940MW natural gas-fired combined cycle power plant located in Westmoreland County, Pennsylvania, USA. The Tenaska Westmoreland Generating Station achieved commercial operation on December 21, 2018 and supplies electricity to PJM, an independent system operator in the eastern US that operates the largest wholesale electricity market in the US. The Sidley team was led by partners Daniel Lin (Tokyo), Terence Healey (Boston) and Ayaz Shaikh (Washington, DC).

Skadden is advising China YuHua Education on its offering of US$300 million convertible bonds due 2024, and the repurchase of existing bonds issued in January 2019. Based in Henan province, China Yuhua Education is one of the largest providers of private education in China, in terms of student numbers. The bonds will be listed in Hong Kong. Hong Kong partner Christopher Betts is leading the firm’s team in the transaction.

Thanathip & Partners has represented the major shareholders of Tri-En Solution, a leading building system engineering company, on the approximately Bt336 million (US$11.1m) acquisition by TOENEC of 30 percent equity interest in Tri-En Solution. Nat Boonjunwetvat, assisted by Pobploy Wattanakrai, led the firm’s team in the transaction.

Thanathip & Partners has also advised Banpu and Banpu Power on the intra-group amalgamation of their clean energy businesses, comprising more than 20 subsidiaries under the same umbrella. Kornjan Tangkrisanakajorn led the firm’s team in the transaction.

Vertices Partners has represented Sunstone Education Technology and its promoters on the investment in the company by Seabright III (Prime Ventures) and other investors. Managing partner Vinayak Burman and founding partner Archana Khosla led the firm’s team in the transaction, which was valued at Rs113.2 million (US$1.6m) and was completed in October 2019. NDS Law Partners represented the new investor Seabright III.

Vertices Partners has also represented Nordic Microfinance Initiative on the round of investment in Svasti Microfinance, which also included investment from other existing investors and certain family offices. Nordic Microfinance provides access to credit and other financial services to people in low income segments of society. Managing partner Vinayak Burman led the firm’s team in the transaction, which was valued at approximately US$10 million and closed on November 6, 2019.

Deals – December 4, 2019

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Allen & Gledhill has advised Temasek Financial (I) and Temasek Holdings on the issue of €500 million (US$550m) 0.50 percent guaranteed notes due 2031 and €500 million 1.25 percent guaranteed notes due 2049 under their US$20 billion guaranteed global medium term note programme. The notes are unconditionally and irrevocably guaranteed by Temasek Holdings. Partners Yeo Wico and Wu Zhaoqi, and tax partner Sunit Chhabra led the firm’s team on the transaction.

Allen & Gledhill has also advised CapitaLand Treasury and CapitaLand on the issue of S$500 million (US$367m) fixed-rate subordinated perpetual notes under their S$5 billion Euro medium term note programme. CapitaLand is the guarantor for the notes. Partners Tan Tze Gay and Wu Zhaoqi, and tax partner Sunit Chhabra led the firm’s team on the transaction.

Ashurst has advised Singapore-based payments service provider Coda Payments on an investment by Apis Partners, a UK-based private equity fund that focuses its investments on financial services innovators in growth markets. Coda Payments is a payment processing firm that provides digital content providers alternative payment methods and helps them monetise games and digital contents. Coda’s clients include some of the largest tech giants, such as streaming service provider Netflix, Singapore gaming and e-commerce titan Garena, and leading Chinese game publisher Tencent. Apis Partners’ investment, through Apis Growth Fund II, will allow Coda Payments to leverage on the PE firm’s expertise in the payment industry. Partner Waltter Kulvik, supported by partner Michelle Phang, led the firm’s team in the transaction.

AZB & Partners is advising Advent International on its acquisition, through its Cyprus-based entity Ansamira, of an approximately 74 percent majority stake of the total share capital of Bharat Serums and Vaccines. Partners Zia Mody, Darshika Kothari and Rinki Ganguli are leading the firm’s team in the transaction, which was signed on November 18, 2019 and is yet to be completed.

AZB & Partners has also advised VTB Capital on its Rs21.2 billion (US$295.6m) acquisition, via a block trade on the stock exchange, of 7.26 percent of the share capital of Zee Entertainment Enterprises held by Essel Media Ventures Mauritius. Partners Vaidhyanadhan Iyer, Nilang Desai and Lionel D’Almeida led the firm’s team in the transaction, which was completed on November 22, 2019.

Khaitan & Co has advised Milestone India Professional Investor’s Private Real Estate Investment, part of Mertiz Financial Group South Korea, on its investment in the units of Real Estate Credit Opportunities Fund, a Category II alternative investment fund managed by Edelweiss Alternative Asset Advisors, with a target fund size of US$429 million. The fund has been established as a bilateral platform to build a diversified portfolio of residential real “structured credit” investments in India, with a view to provide last mile funding for real estate projects. Partners Siddharth Shah and Divaspati Singh, supported by partners Bijal Ajinkya, Sudip Mullick, Harsh Parikh, Avnish Sharma and Rashmi Deshpande, led the firm’s team in the transaction.

Khaitan & Co has also acted as Indian counsel to JM Financial, Axis Capital, Kotak Mahindra Capital, Morgan Stanley India and Nomura Financial Advisory and Securities (India), as the book-running lead managers, on the qualified institutions placement of approximately 21.8 million equity shares of Bajaj Finance at a price of Rs3,900 (US$54.40) per equity share, aggregating to approximately Rs85 billion (US$1.2 billion). Partners Abhimanyu Bhattacharya and Thomas George led the firm’s team in the transaction, which is the largest qualified institutions placement by an NBFC in India.

Maples and Calder has acted as Cayman Islands counsel to Huali University Group on its IPO of 300 million shares and listing in Hong Kong. Huali is a leading large-scale private higher education and vocational education group in South China. The offering, which closed on November 25, 2019, raised approximately HK$978 million (US$125m). Partner Derrick Kan led the firm’s team in the transaction, while King & Wood Mallesons and Jingtian & Gongcheng acted as Hong Kong and China counsel, respectively. Reed Smith Richards Butler and JunHe acted as Hong Kong and China counsel, respectively, to the sole sponsor, China Securities (International) Corporate Finance, and the underwriters.

Maples and Calder has also acted as BVI counsel to Shanghai Electric Group Global Investment on its issuance of US$500 million aggregate principal amount of 2.65 percent guaranteed bonds due 2024, which closed on November 21, 2019. Shanghai Electric is wholly-owned by the State-owned Assets Supervision and Administration Commission of Shanghai Municipal Government. It is one of the largest comprehensive equipment manufacturing conglomerates in China. Juno Huang led the firm’s team in the transaction, while Clifford Chance acted as English counsel. Paul Hastings acted as English counsel to the joint lead managers, including UBS Hong Kong Branch, Barclays Bank, ICBC International Securities, Guotai Junan Securities (Hong Kong), Bank of Communications Hong Kong Branch, Oversea-Chinese Banking Corporation, Shanghai Pudong Development Bank Hong Kong Branch, China Construction Bank (Asia), JP Morgan Securities and MUFG Securities Asia.

Shardul Amarchand Mangaldas has advised Warburg Pincus on its investment, through Mauritius-incorporated entity Pear Valley Investment, in Perfios Software Solutions, an entity which provides fintech data platform to banks, non-banking financial institutions and other end consumers. Mumbai managing partner Akshay Chudasama and partner Ashni Roy led the firm’s team in the transaction, which closed on November 15, 2019.

Simpson Thacher represented J-Star in connection with the formation of the J-Star No.4 Series Funds, a ¥48.5 billion (US$445m) Japan-focused buyout fund series. The J-Star No.4 Series Funds are the fourth Japan buyout fund series served by J-Star. The Simpson Thacher team was led by Adam Furber.

Skadden has advised Goldman Sachs, CLSA, Orient Securities and China Renaissance Securities as the underwriters on Pharmaron’s US$589 million IPO in Hong Kong. Beijing-based Pharmaron provides research and development services to the life sciences industry. Trading commenced on November 28, 2019. Hong Kong partners Julie Gao and Paloma Wang led the firm’s team in the transaction.

TT&A has advised Nahar Credits, a non- depositing taking NBFC, on its change of control, via sale of majority shares of Nahar held by Quickbridge Mauritius Holdings, part of the Wonga group, to Primrose Hill Ventures, part of the Zest Money group. Partner Shruti Zota led the firm’s team in the transaction, which was valued at approximately Rs175 million (US$2.4m) and closed on November 13, 2019. Saakshya Law advised Primrose Hill Ventures.

TT&A has also advised Global University Systems on its 100 percent acquisition of Laureate Group’s education and related support services business in India, which includes a UGC-recognised university and another academic institution. This is one of the largest buyouts globally in the private education sector. Partner Feroz Dubash led the firm’s team in the transaction, which was valued at US$150 million and was completed on May 9, 2019.

Deals – November 27, 2019

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Allen & Gledhill has advised DBS Bank and Oversea-Chinese Banking Corporation on the issue of S$300 million 4 percent subordinated perpetual securities under the S$1 billion multicurrency debt issuance programme by Singapore Press Holdings DBS and OCBC were appointed joint lead managers and joint bookrunners for the Issue. Advising DBS and OCBC was Allen & Gledhill partner Margaret Chin. Advising SPH on tax issues was Allen & Gledhill partner Sunit Chhabra.

Allen & Gledhill has also advised AYA Myanmar Insurance, as transaction counsel, on the acquisition of a minority stake in AYA Sompo Insurance by Sompo Japan Nipponkoa Insurance, and establishment of a joint venture in AYA Sompo by AMI and Sompo. This is the first round of approvals obtained from the Insurance Business Regulatory Board of Myanmar for a joint venture with a foreign entity in the insurance sector in Myanmar since the opening of the insurance sector to foreign investment by the government of Myanmar. The Allen & Gledhill team advising AMI was led by Oh Hsiu-Hau from the Myanmar office.

AZB & Partners has advised SoftBank Vision Fund on the acquisition by its subsidiary, SVF Doorbell (Cayman), of further compulsorily convertible preference shares in Delhivery, increasing its aggregate holding to more than 25 percent. Partners Samir Gandhi and Hemangini Dadwal led the firm’s team in the transaction, which was completed on November 14, 2019.

AZB & Partners has also advised BNP Paribas Asset Management Asia on the merger of Baroda Asset Management India into BNP Paribas Asset Management India, and the merger of BNP Paribas Trustee India into Baroda Trustee India. The trusteeship, administration and management of the schemes of BNP Paribas Mutual Fund shall be transferred to the Baroda Mutual Fund and merger of schemes. Post the merger, Bank of Baroda will hold a 50.1 percent stake in BNP Paribas Asset Management India, while BNP Paribas Asset Management Asia will hold 40.9 percent of BNP Paribas Asset Management India. The shareholding of Bank of Baroda and BNP Paribas Asset Management Asia in Baroda Trustee India will be 50.7 percent and 49.3 percent, respectively. Partner Aditi Gopalakrishnan led the firm’s team in the transaction, which was completed on November 14, 2019.

Baker McKenzie has acted as US, Singapore, Brazil and Belgium laws counsel to Home Control International on its HK$146 million (US$18.6m) global offering and listing in Hong Kong. The shares commenced trading on November 14, 2019. Home Control is a leading global home control solution provider headquartered in Singapore, with worldwide presence in North America, Europe, Asia and Latin America. The company develops and offers remote controls for a range of set-top box of multiple system operator and over-the-top devices, as well as smart televisions. Asia Pacific chair of capital markets practice partner Ivy Wong (Hong Kong), assisted by partners Roel Meers (Brussels), Michael J Fieweger (Chicago), Daniel de Miranda Facó of Trench Rossi Watanabe in Sao Paulo, as well as principals Ashok Lalwani and Kenny Kwan of member firm Baker McKenzie Wong & Leow in Singapore, led the firm’s team in the transaction.

Baker McKenzie Wong & Leow has successfully advised Goldbell Evolution Network, a member of the Goldbell Group, on obtaining its Capital Markets Services Licence from the Monetary Authority of Singapore (MAS), which allows it to launch its new private debt investment platform, GEN. GEN is an innovative platform which will provide for both investors and companies to seek alternative investment and obtain debt financing, respectively. Principal Stephanie Magnus, who is also Asia Pacific head of financial institutions at Baker McKenzie, advised GEN in relation to its licence application, structuring and regulatory compliance issues relating to the setting up of the platform and as a CMS licence holder. MAS had awarded the licence to GEN in May 2019.

Bird & Bird ATMD has acted for Aier Eye Hospital Group on its acquisition of 35 percent of shares from certain shareholders of Singapore-listed ISEC Healthcare. The acquisition triggered an obligation under the Singapore Takeover Code for Aier to make a mandatory general offer for the remaining shares of ISEC Healthcare. The total consideration for the acquisition and the general offer is approximately S$150 million (US$110m). Shenzhen-listed Aier is a China-based ophthalmic medical institution, mainly engaged in ophthalmic diseases treatment, surgical services and medical optometry. Partner Marcus Chow led the firm’s team in the transaction.

Bird & Bird ATMD has also acted as Singapore counsel to Snack Empire Holdings on its listing in Hong Kong. The IPO with 200 million shares priced at HK$0.65 each (US$0.083), raising proceeds of HK$130 million (US$16.6m), which will be utilised for solidifying Snack Empire’s market position as an established food and beverage group with an international footprint. Snack Empire is the Singapore-based food and beverage group behind the established chain of Shihlin Taiwan Street Snacks outlets and restaurants. At the time of the debut offering in Hong Kong, there were 228 self-operated and franchised Shihlin Taiwan Street Snacks outlets and restaurants in Singapore, Malaysia, Indonesia and Northern California. Partner Marcus Chow also led the firm’s team in the transaction.

Clifford Chance has advised iron and steel manufacturer China Baowu Steel Group, an entity wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council (SASAC), on its mandatory conditional cash offer (through its wholly-owned subsidiary, Baosteel Hong Kong Investment) to acquire all issued H-shares in A+H dual listed company Maanshan Iron & Steel Company, at the price of HK$2.97 per H-share. The offer values the H-shares at HK$5.51 billion (US$660 million) and was closed on November 11, 2019. The mandatory general offer was made after China Baowu became an indirect controller of 45.54 percent voting rights in Maanshan Iron & Steel through Magang Group, an intermediate holding company holding A-shares and previously controlled by Anhui SASAC, through an equity transfer under PRC law. In June 2019 the firm represented China Baowu and appeared in front of the Takeovers Panel of the SFC on Takeovers Code issues relating to the equity transfer. Partner Frank Yuen led the Clifford Chance team from Hong Kong alongside partner Virginia Lee. Beijing partner Yong Bai advised on the antitrust aspects of China Baowu’s obtaining of control in Maanshan Iron & Steel.

Clifford Chance is also advising a consortium of Japanese companies, Marubeni Corporation and Mizuho Leasing Company, in their recently announced acquisition of the shares of aviation finance company Aircastle that Marubeni does not already own. Marubeni already owns a 28.8 percent stake in Aircastle. The deal values Aircastle at US$2.4 billion — or approximately US$7.4 billion, including debt — and is expected to close in the first half of 2020. Corporate partner John Healy is leading the firm’s cross-border team based in New York, Washington, DC, Tokyo and London, alongside Tokyo partners Tatsuhiko Kamiyama and Natsuko Sugihara.

Khaitan & Co has acted as Indian counsel to Standard Chartered Bank and Deutsche Bank Singapore Branch, as the managers, on the offering of 6.125 percent fixed rate senior secured notes due 2022, having an aggregate principal amount of US$450 million, under the US$2 billion secured global medium term note programme established by the issuer under Rule 144A/Regulation S of the US Securities Act. The notes have been secured by a first ranking pari passu charge, by way of hypothecation, over all current assets, book-debts, loans and advances, receivables. The notes have been listed in London. The net proceeds from the issue shall be used for onward lending. Partner Manisha Shroff led the firm’s team in the transaction, which is the first time the issuer is proposing to raise funds from the international market and also the first MTN programme to be established for an NBFC engaged in providing gold loans.

Khaitan & Co has also acted as Indian counsel to Kendrion on the acquisition of INTORQ & Co KG, including its Indian subsidiary INTORQ India, for US$88 million. The closing is subject to customary conditions and is expected in the first quarter of 2020. Partner Rabindra Jhunjhunwala led the firm’s team in the transaction.

Kirkland & Ellis has represented NewQuest Capital Partners, a leading secondary private equity firm in Asia, on the raising of its fourth dedicated secondary fund, NewQuest Asia Fund IV. The fund secured US$1 billion in total commitments, surpassing its initial target of US$850 million. The fund’s investors include a diverse group of endowment funds, pension funds, sovereign funds, financial institutions and family offices across Asia, North America, Europe and the Middle East. Investment funds partners Justin Dolling and Jamie Hill, supported by partners Marguerite Lombardo (tax), Josh Westerholm (investment funds), Michael Chu (investment funds), Adam Skinner (financial services regulatory) and Elizabeth Dyer (ERISA), led the firm’s team in the transaction.

L&L Partners has advised C2FO on its acquisition of Priority Vendor Technologies. A US-based fintech firm backed by SoftBank, C2FO provides a technological platform for collaborative cash flow optimisation through dynamic invoice discounting. Priority Vendor is India’s largest dynamic discounting platform, which provides working capital solutions to corporates and suppliers of raw material, packing material, transportation and other services, to unlock value out of the existing supply chain. The transaction was structured as a share acquisition, with C2FO financing the acquisition through a mix of equity and convertible debt. This is C2FO’s first acquisition in India, and will help C2FO to capitalise on Priority Vendor’s existing presence and accelerate the penetration of C2FO’s proprietary technological platform into Indian markets. Partner Shinoj Koshy, supported by partner Harish Kumar, led the firm’s team in the transaction.

Maples and Calder has acted as Cayman Islands and BVI counsel to CIFI Holdings (Group) on its issuance of US$500 million 6.45 percent guaranteed senior notes due 2024. The notes are listed in Hong Kong. CIFI is engaged in property development and property investment in China. Partner Lorraine Pao led the firm’s team in the transaction, which closed on November 15, 2019. Sidley Austin acted as US and Hong Kong counsel. Davis Polk & Wardwell acted as US counsel to HSBC, as the sole global coordinator and lead manager.

Maples and Calder has also acted as Cayman Islands counsel to Home Control International on its IPO of 125 million shares and listing in Hong Kong. Home Control is a globally leading home control solution provider. The offering, which closed on November 14, 2019, raised approximately HK$127 million (US$16.2m). Partner Derrick Kan led the firm’s team in the transaction, while Lu & Partners and Haiwen and Haiwen & Partners acted as Hong Kong and China counsels, respectively. Kwok Yih & Chan and Fangda Partners acted as Hong Kong and China counsels, respectively, to the sole sponsor, Mason Global Capital, and the underwriters.

Milbank has advised Metro Pacific Investments Corporation (MPIC) and Singapore sovereign wealth fund GIC on its disposition of interests in Metro Pacific Hospital Holdings (MPHHI), the Philippines’ largest hospital chain, to a consortium of investors led by global investment firm KKR & Co. Valued at approximately US$685 million, the transaction marks one of the biggest equity investments by a private equity group in Southeast Asia this year. As part of the sale, GIC will restructure its current stake in MPHHI and join the KKR consortium in acquiring a 6.25 percent stake in MPHHI for approximately US$100 million. The KKR-led consortium will also invest in approximately US$580 million of mandatorily exchangeable bonds issued by MPIC. Singapore and Hong Kong partners Jacqueline Chan and Jim Grandolfo led the firm’s team in the transaction.

King & Spalding is representing Japanese insurance company T&D Holdings, a Tokyo-listed company, which is partnering with global insurer AIG and private equity investor Carlyle Group in creating a new fund to acquire a 76.6 percent ownership interest in Fortitude Group Holdings. The transaction is valued at approximately US$1.8 billion. King & Spalding’s deal team was led by New York partner Bernhardt Nadell (corporate insurance).

Paul Hastings, a leading global law firm, announced today that it advised UBS, Barclays Bank, ICBC International Securities, Guotai Junan Securities, Bank of Communications, Oversea-Chinese Banking Corporation, Shanghai Pudong Development Bank, China Construction Bank, JP Morgan Securities and MUFG Securities as counsel to the joint lead managers and joint bookrunners in the issuance by Shanghai Electric Group Global Investment of US$500 million of 2.65 percent guaranteed bonds due 2024 guaranteed by Shanghai Electric. The bonds are listed on the Singapore Exchange. Shanghai Electric is one of the largest equipment manufacturing conglomerates in China, and manufactures thermal, nuclear and wind power equipment, power transmission and distribution equipment, elevators, air compressors, automation systems, printing machines, and machine tools. The Paul Hastings team was led by the co-chair of the firm’s mainland China offices, partner Jia Yan, and Hong Kong-based partner James Ma.

Norton Rose Fulbright has advised Mitsui & Co and Mitsui E&S Shipbuilding in their strategic ship construction joint venture in China with Yangzijiang Shipbuilding (Holdings) (YZJ). This joint venture brought together YZJ’s position as a leading Chinese shipbuilding enterprise with broad production capabilities, MES-SC’s technological expertise and Mitsui’s international reach. This collaboration has succeeded in creating a globally competitive shipbuilding platform specialising in the design, construction, sale and marketing of commercial vessels (including green energy bulk carriers, oil tankers, gas carriers and other vessels). With a registered capital up to US$99 million to the new Chinese joint venture (and with the potential for further investments up to US$299 million), complex structuring was used by the joint venture with particular focus being given to contributions over the investment term, shipyard leasing arrangements and intellectual property to be used by the joint venture. George Gibson (head of Tokyo), with assistance from corporate partner Chris Viner (London, Tokyo), managed a cross-border team.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising CKM (Cayman), a special purpose vehicle of CITIC Environment Investment Group, on its S$1.34 billion (US$981.2m) pre-conditional voluntary exit offer for the shares of CITIC Envirotech. CITIC Envirotech group is a leading membrane-based integrated environmental solutions provider specialising in water and wastewater treatment, water supply and recycling. Partners Danny Lim and Cynthia Wu are leading the firm’s team in the transaction.

RHTLaw Taylor Wessing has acted for two high net worth individuals on their S$32.3 million (US$23.6m) acquisition of one floor comprising eight units at Prudential Tower. The acquisition was effected through the purchase of holding companies. Corporate and capital markets partner Jeremiah Huang led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised Raymond on its proposed preferential allotment of equity shares and compulsorily convertible preference shares to J K Investo Trade (India), a promoter group company of Raymond, and the proposed restructuring of Raymond, involving the demerger of the lifestyle business of Raymond, among others. The consideration for the proposed preferential allotment by Raymond is approximately Rs3.5 billion (US$48.8m). Partner Anuj Bhasme, supported by partner Manika Brar and Mumbai managing partner Akshay Chudasama, led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has also advised Grofers and its founders on its approximately US$250 million Series F fund raising round, which was led by its largest shareholder SoftBank Vision Fund. Grofers India owns and operates the web and app-based platform ‘Grofers’, and recently closed its Series F round of investment from its existing investors, including SoftBank, Tiger Global and Sequoia, and also saw participation from new investors, such as South Korean fund KTB Network, Abu Dhabi Capital Group and Bennett, Coleman & Company. The firm also advised the Grofers Group on its Series C, Series D and Series E rounds of investments. Partners Puja Sondhi; Sumeet Singh and Karuna Thapa, supported by partners Harman Singh Sandhu and Yaman Verma, led the firm’s team in the transaction. Morrison & Foerster (Hong Kong), led by partner Amit Kataria, acted for SoftBank, while Cyril Amarchand & Mangaldas & Co assisted in conducting legal due diligence. Abu Dhabi Capital Group was advised by Allen & Overy (Singapore), while Gunderson Dettmer Singapore acted for Internet Fund III.

Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore), the trustee of Ascendas Reit, on the proposed acquisition of a portfolio of 28 business park properties across three cities in the US and two Singapore properties for approximately S$1.66 billion (US$1.2b). Partner Andrea Ng led the firm’s team in the transaction.

Simpson Thacher is advising Alibaba Group Holding on the pricing of the global offering of 500 million ordinary shares, which comprises an international offering and a Hong Kong public offering. The final offer price for both the international offering and the Hong Kong public offering has been set at HK$176 (US$22.5m) per share. Hong Kong partners Chris Wong and Daniel Fertig are leading the firm’s team in the transaction.

Withers KhattarWong, the Singapore office of international law firm Withers, has acted for Indonesian power plant owner PLTG Celukan Bawang in the joint venture and cooperation with Chinese conglomerate Shanghai Electric Group in developing, building and owning a gas-fired power plant in Indonesia valued at over US$1.3 billion. Signed on November 14, 2019, the engineering, procurement and construction contract involves the construction of 2x400MW gas-fired power plants in Celukan Bawang, Bali, Indonesia and is expected to commence in 2021. The project is developed in accordance with the latest regulations issued by the Governor of Bali. Upon completion, the power plant will not only future-proof Bali’s rising energy needs but also supply the electricity in an environmentally friendly manner, due to the relatively lower emissions from PLTGs. This project is also part of China’s multibillion-dollar Belt and Road Initiative (BRI) along Indonesia’s Regional Comprehensive Economic Corridor. The Withers KhattarWong team, led by partner Winston Seow, will continue to advise PLTG Celukan Bawang on other aspects of the project, including project financing, gas supplies, power purchase agreement with local authorities and other commercial matters.

WongPartnership is acting for PACC Offshore Services Holdings in the voluntary conditional cash offer from Quetzal Capital. Partners Joy Tan, Andrew Ang and Dawn Law led the firm’s team in the transaction.

WongPartnership acted for an associated company of CapitaLand in the acquisition of the former GSH Plaza (now known as PLUS) at 20 Cecil Street by acquiring the entire interest in Five Seasons XXII from Fullshare Value Fund I(A) — a fund led by Fullshare Holdings. Partners Tan Teck Howe, Chan Sing Yee, Lesley Tan and Annabel Kang led the firm’s team in the transaction.

Deals – November 20, 2019

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Allen & Gledhill has advised DBS Bank and United Overseas Bank on the establishment of a S$500 million secured multicurrency medium term note programme and issue of S$200 million 2.80 percent secured notes due 2022 under the programme by Superluck Properties. Tuan Sing Holdings is the guarantor of the programme. DBS and UOB were appointed the arrangers and dealers of the programme and the issue. Deutsche Bank was appointed principal paying agent, non-CDP paying agent and notes trustee for the noteholders and notes security trustee. Allen & Gledhill’s team was led by partners Margaret Chin and Fabian Tan advising DBS and UOB, partner Ong Kangxin advising Deutsche Bank and partner Sunit Chhabra advising DBS and UOB on tax issues.

Allen and Gledhill has also advised Bank of China, Citibank, DBS Bank, Oversea-Chinese Banking Corporation and Sumitomo Mitsui Banking Corporation as transaction counsel on the S$670 million green loan facilities to DBS Trustee, in its capacity as trustee of Mapletree Commercial Trust. The facilities is to part finance, inter alia, the acquisition of Mapletree Business City (Phase 2) (MBC II). DBS and OCBC were appointed green loan coordinators to the facilities. MBC II was completed in 2016 and has been designed with environmentally friendly features and has been certified BCA Green Mark Platinum, BCA Universal Design Mark Platinum Award and LEED Gold. Partner Lim Wei Ting led the Allen & Gledhill.

AZB & Partners has advised Colliers International Group on the acquisition by Colliers International (India) Property Services of a more than 50 percent controlling interest in Synergy Property Development Services. The acquisition will be followed by a merger of Synergy Property Development Services into Colliers International (India) Property Services. Partners Kashish Bhatia and Ami Parikh led the firm’s team in the transaction, which was completed on October 15, 2019.

AZB & Partners has also advised GIC Realty on the acquisition by DLF Cyber City Developers, a joint venture between GIC and DLF, of 100 percent of the capital of DLF Lands India, Paliwal Real Estate, Nambi Buildwell and DLF Info Park Developers (Chennai), and the acquisition of approximately 48 percent of the capital of Fairleaf Real Estate. Partners Sai Krishna Bharathan and Vivek Bajaj led the firm’s team in the transaction, which was valued at approximately Rs29.8 billion (US$415.8m).

Baker McKenzie Wong & Leow and Wong & Partners, the member firms of Baker McKenzie in Singapore and Malaysia, respectively, have advised Maybank Investment Bank, as the placement agent, on the placement of 70 million ordinary shares, representing a 1.57 percent stake of MISC, amounting to M$565.6 million (US$135.5m). The secondary offering was made pursuant to Regulation S of the US Securities Act of 1933, as amended. MISC is a leading blue chip Malaysian international shipping line. Principal Ashok Lalwani (Baker McKenzie Wong & Leow) and deputy managing partner Munir Abdul Aziz (Wong & Partners), supported by partner Sue Wan Wong (Wong & Partners) and principal Kenny Kwan (Baker McKenzie Wong & Leow), led the firm’s team in the transaction, which was completed on November 7, 2019.

Clifford Chance has advised the official receiver and special managers of British Steel on the sale of the business and assets to Jingye Steel and Iron, a privately-owned enterprise from Hebei province in China. Signed on November 10, 2019, the deal prevents a costly shutdown of operations and the potential loss of 24,000 jobs at the steel works and in the supply chain. London partners Philip Hertz, David Lewis, Nick Rees and Iain White, Paris partner Laurent Schoenstein and Amsterdam partner Greg Crookes, supported by Beijing and Hong Kong partners Hong Zhang and Richard Blewett, led the firm’s team in the transaction.

Khaitan & Co has advised Life Insurance Corporation of India on the issue of 8.79 percent listed, secured, privately placed non-convertible debentures aggregating to Rs20 billion (US$279m) by JSW Steel, to be used for general corporate purposes, long term working capital requirements and capital expenditure, among others. The debentures were secured by a charge over specific fixed assets up to five million tonnes per annum integrated steel plant at Dolvi Works in the State of Maharashtra. Partner Manisha Shroff led the firm’s team in the transaction.

Khaitan & Co has also advised Edelweiss Insurance Brokers, a wholly-owned subsidiary of Edelweiss Financial Services, on the acquisition of minority stake by US-based Arthur J Gallagher & Co, one of the world’s largest insurance brokerage and risk management services firms. Partner Anuj Shah, supported by director Vinita Krishnan and partner Shailendra Bhandare, led the firm’s team in the transaction.

King & Wood Mallesons has advised CEIEC, an indirect wholly-owned subsidiary of China Electronics Corporation (CEC), on its approximately HK$4.6 billion privatisation of TPV Technology by way of a scheme of arrangement under the Bermuda Companies Act. The shares of TPV were delisted from The Stock Exchange of Hong Kong and Singapore Exchange Securities Trading on November 14, 2019. The transaction involved a number of legal and regulatory issues including corporate M&A and finance along with multi-jurisdiction anti-trust filings. KWM acted for CEIEC as the offeror in respect of both Hong Kong and PRC laws. Hong Kong-based partners Sheldon Tse and Jessica Zhou acted on the M&A and finance aspects of the transaction respectively and Shanghai-based partner Chai Zhifeng advised on the antitrust aspects.

Kirkland & Ellis is advising an investor consortium led by Bizuo (Tony) Liu, the CEO of Cellular Biomedicine Group, some senior management members of Cellular Biomedicine, Hillhouse Bio Holdings, TF Capital Ranok, Dangdai International Group and Mission Right, on the proposed take private of Cellular Biomedicine for US$19.50 per share. Cellular Biomedicine is a biopharmaceutical firm engaged in the development of immunotherapies for cancer and stem cell therapies for degenerative diseases. Corporate partners Nicholas Norris, Daniel Dusek, David Feirstein and Xiaoxi Lin are leading the firm’s team in the transaction.

Paul Hastings has advised SinoMab BioScience on its US$176.5 million global offering and IPO in Hong Kong. SinoMab BioScience is a Hong Kong-based biopharmaceutical company dedicated to the research, development, manufacturing and commercialisation of therapeutics for the treatment of immunological diseases, primarily in monoclonal antibody-based biologics. China International Capital Corporation Hong Kong Securities and Orient Capital (Hong Kong) acted as the joint sponsors, joint global coordinators, joint book-runners and joint lead managers for the global offering. Corporate partners and the co-head of China offices Jia Yan and David Wang, supported by Hong Kong corporate partners Samuel Ng and Jason Kuo, led the firm’s team in the transaction.

RHTLaw Taylor Wessing has advised Banque de France on the opening of its permanent representative office in Singapore. Banque de France is a member of the Eurosystem, which comprises the European Central Bank and the national banks of member states who use the euro as their currency. This is only the Banque de France’s second office abroad, following New York, which opened in 2010. The Singapore office will include a dealing room to strengthen the bank’s Asian operations and enhance its analytical capacity on financial markets. The partners leading the team in RHTLaw Taylor Wessing are Erwan Barre, who heads the firm’s corporate practice, and Ch’ng Li-Ling, who is the acting head of the financial services (regulatory) practice.

RHTLaw Taylor Wessing has acted for Crescendas group, a multi-industry group with business interests in properties, hotels and building materials, among others, on its S$21.4 million (US$15.7m) acquisition of Hotel Compass, a freehold boarding house. While the acquisition was initially contemplated as a corporate play, it later evolved into a real estate transaction. Deputy head of real estate practice partner Sandra Han and partner Jeremiah Huang led the firm’s team in the transaction, which was completed in just three weeks following its transition.

Shardul Amarchand Mangaldas has advised Singapore VII Topco I, an affiliate of funds advised or managed by the affiliates of Blackstone Group, on its acquisition of up to 51 percent shareholding, on a fully diluted basis, in Aakash Educational Services. The firm also advised Blackstone on strategy, structuring of the transaction and obtaining unconditional approval from the CCI on September 6, 2019. Partner Gauri Chhabra led the firm’s team in the transaction. Trilegal, led by partners Arjun Ghose and Anirudh Agarwala, advised Blackstone on the corporate aspect of the transaction, while Simpson Thacher & Barlett advised on global anti-trust aspect. S&R advised Aakash on the corporate and competition aspects of the transaction.

Simpson Thacher is advising Yageo on a definitive agreement with KEMET, under which Yageo will acquire all of the outstanding shares of KEMET’s common stock for US$27.20 per share, in an all-cash transaction valued at US $1.8 billion, including the assumption of net debt. The transaction has been approved by the Boards of Directors of both companies. New York partners Michael Holick (M&A), Justin Lungstrum (credit) and Jeannine McSweeney (executive compensation and employee benefits) are leading the firm’s team in the transaction.

Weil is advising China-listed Tianjin Zhonghuan Semiconductor, a leading global supplier of silicon wafers, on its US$298 million investment in Maxeon Solar Technologies, as sponsor of Maxeon’s spin-off from SunPower. As part of the transaction, SunPower will be separated into two independent and strategically-aligned Nasdaq-listed companies: SunPower, a Silicon Valley-based provider of complete solar solutions and services, and Maxeon Solar Technologies, a Singapore-based owner and operator of solar cell and panel manufacturing facilities in France, Malaysia, Mexico and the Philippines. Partners Charles Ching (corporate), Chris Welty (corporate), Ted Posner (international arbitration and trade), Jeff Osterman (technology and IP) and Paul Wessel (executive compensation and benefits) are leading the firm’s team in the transaction.

WongPartnership has acted for ABC World Asia, a private equity fund for impact investing established by Temasek Trust, on its inaugural S$385 million (US$283m) fund raising to invest in companies that generate social or environmental impact in China, South-East Asia and South Asia. Partners Low Kah Keong and Felicia Marie Ng led the firm’s team in the transaction.

WongPartnership has also acted for Paper.id on a Series A funding round led by investors Golden Gate Ventures and Modalku. Partner Kyle Lee led the firm’s team in the transaction.

Deals – November 13, 2019

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AZB & Partners has advised Bharti Airtel and Telesonic Networks on the acquisition by Telesonic Networks of the optical fiber cable business of Bharti Airtel. Partners Ajay Bahl, Gautam Saha, Kamal Shankar, Abhinav Ashwin and Bharat Apte led the firm’s team in the transaction, which was completed on August 3, 2019.

AZB & Partners has also advised Housing Development Finance Corporation, the promoter of Gruh Finance, on the merger, through a scheme of amalgamation, of Gruh Finance with Bandhan Bank. Partners Zia Mody, Ashwath Rau, Anu Tiwari and Vipul Jain led the firm’s team in the transaction, which was valued at Rs208 billion (US$2.9b) and was completed on October 17, 2019.

Baker McKenzie recently advised Stichting Depositary APG Strategic Real Estate Pool and SK Holdings (SK) as pre-IPO investors of, and APG also as a shareholder which has sold part of its stake in, ESR Cayman (ESR) in its initial public offering and listing on the main board of the Hong Kong stock exchange. ESR has the largest APAC-focused logistics real estate platform and its IPO is said to be Hong Kong’s second largest this year so far. The shares of ESR commenced trading on the Hong Kong Stock Exchange on November 1, 2019. APG is a Dutch foundation acting in its capacity as depository of APG Strategic Real Estate Pool, which is formed with APG Asset Management as its manager for the purpose of collective investments by its participants, all being Dutch pension funds. SK is a public listed company, whose shares are listed on the Korea Stock Exchange. SK and its subsidiaries are engaged in the business of energy, telecommunications and semi-conductors. The Baker McKenzie team was led by partner Ivy Wong, who heads the firm’s Asia Pacific capital markets practice, in collaboration with partner Jason Ng and his team in the financial services group.

Clifford Chance has advised the official receiver and special managers of British Steel on the sale of the business and assets to Jingye Steel and Iron, a privately owned enterprise from Hebei province in China. The deal, signed on November 10, 2019, prevents a costly shutdown of operations and the potential loss of 24,000 jobs at the steel works and in the supply chain. The complex transaction required a multi-disciplinary, international team comprising partners and associates across a number of practice areas including restructuring, corporate, employment, real estate (including our environmental specialists), finance, pensions, IP, TMT and tax as well as lawyers in Amsterdam, Beijing, Hong Kong and Paris. The Clifford Chance team was led by London partners Philip Hertz, David Lewis, Nick Rees and Iain White, with Paris partner Laurent Schoenstein and Amsterdam partner Greg Crookes leading respectively on the sale of British Steel France Rail Holdings and the sale of FN Steel. In Beijing and Hong Kong, partners Hong Zhang and Richard Blewett helped advise on this transaction.

Herbert Smith Freehills and Paul Hastings have advised on the IPO of SinoMab BioScience on the main board of the Hong Kong stock exchange. The IPO raised approximately HK$1.29 billion (US$165m). China International Capital Corporation Hong Kong Securities and Orient Capital (Hong Kong) were the joint sponsors of the listing. SinoMab BioScience is a Hong Kong-based biopharmaceutical company dedicated to the research, development, manufacturing and commercialisation of therapeutics for the treatment of immunological diseases. The company listed under Chapter 18A of the Hong Kong listing rules. The HSF team advising the joint sponsors was led by partner Jason Sung with additional support provided by Singapore partner Siddhartha Sivaramakrishnan. Paul Hastings advised the company, led by corporate partners and co-heads of the firm’s mainland China offices Jia Yan and David Wang, with support from Hong Kong corporate partners Samuel Ng and Jason Kuo.

King & Wood Mallesons acted as Hong Kong counsel to Ruicheng (China) Media Group on its initial public offering on the main board of the Hong Kong stock exchange. It was listed on November 12, 2019. The IPO was priced at HK$1.25 per share and comprised a total of 100,000,000 shares. Ruicheng China is an established advertising service provider in the PRC that primarily engages in television advertising services. Its service offerings span from television advertising, online and outdoor advertising services to other advertising services which include data analysis, marketing strategy planning, advertising solution formulation, sourcing of advertising resources, overall coordination and/or execution, and evaluation of the effectiveness of advertisements. The KWM team was led by partner Anthony Wan.

Maples & Calder has acted as BVI counsel to Shandong Iron and Steel Xinheng International Company on its issue of US$500 million 6.85 percent guaranteed bonds due 2022, which closed on September 25, 2019. The bonds are listed in Hong Kong and guaranteed by Shandong Iron & Steel Group, a major steel company based in Jinan, China. Partner Lorraine Pao led the firm’s team in the transaction, while Deacons acted as Hong Kong and English counsel. Linklaters acted as Hong Kong and English counsel to the joint lead managers and the trustee.

Maples & Calder has also acted as Cayman Islands counsel to XForcePlus on a US$100 million series C round funding, led by Singapore state-owned investment firm Temasek Holdings, followed by Hillhouse Capital Group and SaaS-investment-focused Eastern Bell Capital Ventures. Shanghai XForcePlus Information Technology, known as XForcePlus, focuses on the development and application of industry solutions in the field of enterprise SaaS. The company’s core products include cloud and software services. Partner Everton Robertson led the firm’s team in the transaction, which closed in September 2019.

Orrick has advised China Reform Fund on its investment in the Series D financing of Akeso Biopharma. Founded in 2012, Akeso is one of the leading innovative biotech companies in China. This round of financing was co-led by Loyal Valley Capital and Sino Biopharm, with investors including China Reform Fund, Shenzhen Venture Capital Group, Lake Bleu Healthcare Fund, AIHC Capital, Orbimed, K Wah Group, CCB Capital, Apricot Capital, Triwise Capital and BOCOM International. The total amount raised in this round was approximately US$150 million, which will be used to develop new drugs and further clinical research. Headquartered in Beijing, China Reform Fund is a leading private equity fund management company, primarily investing in medical devices, healthcare and pharmaceuticals, advanced equipment, information technology and application services. Beijing partner Jinsong Zhang led the firm’s team in the transaction.

RHTLaw Taylor Wessing has advised Singapore-listed food and beverage (F&B) company BreadTalk Group on its S$87 million (US$63.7m) acquisition, through its wholly-owned subsidiary Topwin Investment Holdings, of Food Junction Management (FJM). FJM and its wholly-owned subsidiaries operate a network of 12 food courts in Singapore and three in Malaysia. Founded in Singapore in 2000 and listed in 2003, BreadTalk is an award-winning F&B group that operates food courts under the Food Republic and Food Opera brands in Singapore, Malaysia, China, Hong Kong, Taiwan, Cambodia and Thailand. Partners Ch’ng Li-Ling, Yang Eu Jin and Rizwi Wun led the firm’s team in the transaction, which was completed on October 31, 2019.

RHTLaw Taylor Wessing has also advised Telenav, a leading provider of location-based platform services, on the acquisition by Grab, a Singapore-based technology company offering ride-hailing transport services, of the technology underlying the OpenTerra platform, with a licence back of the platform to Telenav for the continued development of the platform. Jonathan Kok, head of intellectual property and technology practice and co-head of technology, media and communications industry group, led the firm’s team in the transaction.

SSEK Legal Consultants has advised Ovolo Group, an award-winning luxury boutique hotel brand headquartered in Hong Kong, on the acquisition of a resort hotel in Bali. Ovolo acquired Citadines Kuta Beach Bali, an upmarket serviced apartment/hotel development near the popular tourist areas of Seminyak and Legian. This is the group’s first property outside of Hong Kong and Australia, as Ovolo eyes global expansion. Managing partner and supervising partner of the land and property practice Denny Rahmansyah led the firm’s team in the transaction.

Deals – November 6, 2019

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Allen & Gledhill has acted as transaction counsel for Lendlease Global Commercial Trust Management, as manager of Lendlease Global Commercial Reit, and Lendlease Corporation, as the sponsor of Lendlease Global Reit, on the approximately S$770.3 million (US$567m) IPO of Lendlease Global Reit in Singapore. The public retail tranche was 14.5 times subscribed, the highest rate among Reits and stapled trusts listed in Singapore in the last five years. Overall, the IPO was 9.8 times subscribed and received commitments from 13 cornerstone investors. The firm also advised the manager on the loan facilities of S$99.3 million (US$73.1m) and €285 million (US$315.5m) granted to Lendlease Global Reit to finance the remaining acquisition cost. Deputy managing partner Jerry Koh and partners Ho Kin San, Long Pee Hua, Lim Mei Ann, Jonathan Lee and Ong Kangxin led the firm’s team in the transaction.

AZB & Partners has advised Varenna Holdings, a special purpose vehicle owned by Advent International, on its acquisition of approximately 40 percent equity share in Dixcy Textiles. Post the transaction, Varenna will hold 100 percent equity share in Dixcy Textiles. Partner Rinki Ganguli led the firm’s team in the transaction, which was completed on October 9, 2019.

AZB & Partners has also advised G9 Asia VI, a real estate fund of Morgan Stanley Real Estate Investing, on its acquisition of a controlling stake in RJ Warehousing, a project developed by Pragati Group. Partners Sai Krishna Bharathan, Shivani Kabra and Rohit Bajaj led the firm’s team in the transaction, which closed on October 14, 2019.

Baker McKenzie Wong & Leow has advised Eastbridge Partners Singapore on the strategic partnership with Jabreen Capital, the private equity arm of OMNIVEST, to establish a joint fund management platform, and on the structuring, formation and first closing of the platform’s debut Jabreen Eastbridge SEA (SEA Fund I), a US$200 million Southeast Asia-focused, mid-market private equity fund. Principal Derek Kwan, supported by principal Dawn Quek and local principal Eunice Tan, led the firm’s team in the transaction.

Clifford Chance has advised Credit Agricole CIB, as mandated lead arranger, book-runner and green structuring adviser, on the US$150 million syndicated term loan facility for the financing of eligible green projects, in line with the REC Group Green Loan Framework. REC Group is an international pioneering solar energy company, with a Scandinavian heritage and a strong footprint in North America, Europe and Asia. This alignment was assured by an independent third party. Partner Edith Leung led the firm’s team in the transaction.

Clifford Chance has also advised Macquarie Capital and Swancor Renewable as the lead sponsors on the NT$62.4 billion (US$2b) financing of the development and construction of the Formosa 2 offshore wind farm in Taiwan. The 376-MW Formosa 2 offshore wind farm will be one of Taiwan’s largest offshore wind farms once constructed, and is expected to generate enough electricity to power 380,000 homes annually. Singapore partner and head of construction for Asia Pacific Matt Buchanan and Singapore partner and co-head of worldwide projects group Nicholas Wong, supported by partner Nadia Kalic, led the firm’s team in the transaction, while Lee & Li provided Taiwan law advice to the sponsors.

Dentons has advised Tongchuangjiuding Investment Management Group on its HK$21.5 billion (US$2.7b) disposal of its 100 percent equity interest in FTLife Insurance to Hong Kong-listed NWS Holdings, the infrastructure, logistics and transport services unit of Hong Kong-listed conglomerate New World Development. FTLife is one of Hong Kong’s biggest life insurance firms. Hong Kong corporate partner Gordon Ng, supported by Beijing partners Li Shoushuang and Emilia Shi, led the firm’s team in the transaction, which was completed on November 1, 2019 and marked one of the largest insurance M&A deals ever in Hong Kong.

Gibson Dunn & Crutcher has acted as lead counsel, while Gilbert + Tobin acted as Australian counsel for Icon Group and its sponsors, namely Goldman Sachs PIA, QIC and Pagoda Investments, on the global cancer care company’s A$735 million (US$506.9m) HK$401 million (US$51.2m) first-lien / second-lien Term Loan B financing. The initial proceeds have primarily been utilised to refinance the existing senior and Holdco PIK facilities and to fund the contemporaneous acquisition of SunTech Medical Group. Icon Group is Australia’s largest dedicated provider of cancer care, with a growing reach into New Zealand and Asia. The financing documentation was structured as US-style Term Loan B facilities with flexibility and delayed draw facilities, to enable Icon Group to achieve its strategic growth objectives, and was governed by New South Wales law. Gibson Dunn & Crutcher co-chair of the global finance group Michael Nicklin and Gilbert + Tobin head of banking and infrastructure group partner John Schembri and partner Gail Christopher led their respective firm’s team in the transaction.

J Sagar Associates has acted as Indian counsel to Anheuser-Busch InBev Group (AB InBev Group), the world’s largest brewer, on the US$5.75 billion IPO of its Asia Pacific group entity, Budweiser Brewing Company APAC, in Hong Kong. The IPO is the second largest IPO globally in 2019 and the largest in Hong Kong so far. AB InBev Group produces, imports, markets, distributes and sells a large variety of beer under multiple brands, including Budweiser, Stella Artois and Corona. Partners Upendra Nath Sharma and Kartik Jain led the firm’s team in the transaction, while Freshfields Bruckhaus Deringer and Sullivan & Cromwell acted as overseas counsels for the Budweiser HK IPO.

Maples and Calder has acted as Cayman Islands counsel to Helenbergh China Holdings on its issuance of US$300 million principal amount of 12.875 percent senior notes due 2021, which closed on October 15, 2019. The issuer is a property developer in China, mainly developing residential properties, along with some commercial complexes and creative technology parks. Juno Huang led the firm’s team in the transaction, while Sidley Austin acted as US and Hong Kong counsel and Commerce & Finance acted as China counsel. Linklaters acted as US counsel, while Global Law Offices acted as China counsel to the initial purchasers, including Haitong Securities, CCBI and Guotai Junan Securities.

Maples and Calder has also acted as Cayman Islands counsel to Foxconn (Far East) on the update of the US$5 billion MTN programme, of which the company and Bahamas-incorporated Competition Team Technologies are the issuers. The MTN issued thereunder are guaranteed by Hon Hai Precision Industry and listed in Singapore. Both issuers and the guarantors are part of Foxconn Technology Group, the gigantic electronic components manufacturer. Partner Lorraine Pao led the firm’s team in the transaction, which closed on October 8, 2019. Linklaters acted as English counsel to the dealers and the trustee.

Paul Hastings is advising Korea-based Hotel Shilla on its proposed US$121 million acquisition of 44 percent stake in US-based retailer 3Sixty Duty Free, operated by Travel Retail Group Holdings, a Florida-based duty-free operator. The listed hospitality arm of Samsung Group, Hotel Shilla operates luxury hotels and duty-free shops in Korea and abroad. 3Sixty Duty Free is a world-class duty-free specialty retailer in retail options for travelers and travel-related audiences. Seoul corporate partner Daniel Kim, supported by Washington DC partner Robert Silvers, is leading the firm’s team in the transaction.

Paul Hastings is also advising Korea-based Daelim Industrial, a leader in the petrochemical and construction and engineering sectors, on its US$530 million acquisition of the CariflexTM business unit of New York-listed Kraton, a leading global producer of styrenic block copolymers, specialty polymers, and high-value performance products derived from renewable resources. Daelim Group is one of Korea’s major conglomerates, with more than 80 years of business history and a presence in more than 20 countries. Daelim Industrial is the flagship company of Daelim Group and is listed in Korea. Through this acquisition, Daelim Industrial will provide its customers with a wider range of innovative products, while adding the ability to serve the medical and other high-end markets. Partners Daniel Kim (Seoul) and Jane Song (San Diego), supported by partners Steven Sandretto (São Paulo) and Tom Mounteer (Washington DC), are leading the firm’s team in the transaction, which is expected to close in the first half of 2020, subject to customary regulatory approvals.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted as transaction counsel to Colliers International, a Nasdaq-listed commercial real estate services and investment management firm, on its acquisition of a controlling interest in Bangalore-based Synergy Property Development Services. Synergy and Colliers India will merge, with the combined operations in India having more than 1,400 professionals operating from 16 offices, providing investment sales, lease brokerage, valuations, workplace consultancy and property and project management to domestic and international investors, occupiers and developers of real estate. Partner Hoon Chi Tern led the firm’s team in the transaction.

Shook Lin & Bok is acting for CapitaLand and the borrower on the S$380 million (US$279.8m) acquisition financing facilities extended by OCBC and the other syndicate lenders on the acquisition of the 204 units in Plus from Fullshare. Partner Marilyn See led the firm’s team in the transaction.

Skadden is advising BeiGene on its global strategic oncology collaboration with Amgen for the commercialisation and development in China of Amgen’s Xgeva (denosumab), Kyprolis (carfilzomib), and Blincyto (blinatumomab), and the joint global development of 20 oncology assets in Amgen’s pipeline, with BeiGene responsible for development and commercialisation in China. In connection with the collaboration, Amgen will purchase a 20.5 percent stake in BeiGene for approximately US$2.7 billion in cash, at US$174.85 per American Depositary Share. Corporate partner Christopher Betts is leading the firm’s team in advising the client on Hong Kong listing matters.

S&R Associates has represented Aakash Educational Services and its promoters on the sale of 37.5 percent of its equity shares for Rs13.5 billion (US$190.5m) and investments in 100 percent of its DVR shares by private equity funds managed by Blackstone. The transaction was approved by the Competition Commission of India. Partner Mohit Gogia and head of competition practice Simran Dhir led the firm’s team in the transaction.

TT&A has advised DB International (Asia) and Deutsche Bank Mumbai Branch on their up to Rs20.5 billion (US$289.5m) investments in the non-convertible bonds issued by GMR Airports. Partner Sonali Mahapatra led the firm’s team in the transaction.

Deals – October 30, 2019

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Allen & Gledhill has advised STT GDC on its establishment of a S$1.5 billion (US$1.1b) multicurrency debt issuance programme and issue of S$225 million (US$165m) 3.59 percent notes due 2024 under the programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill is also advising Ascott Residence Trust (Ascott Reit) on the S$1.2 billion (US$880.7m) proposed combination of Ascott Reit and Ascendas Hospitality Trust. The combination will create a combined portfolio of 88 properties, with more than 16,000 units in 39 cities and 15 countries across Asia Pacific, Europe and the US. The combined entity will become the largest hospitality trust in Asia Pacific, the eighth largest trust globally with a total asset value of S$7.6 billion (US$5.56b), and the seventh largest trust listed in Singapore, by asset value. Partners Prawiro Widjaja, Chua Bor Jern, Tham Hsu Hsien and Teh Hoe Yue, supported by partners Elsa Chen, Lim Pek Bur and Fock Kah Yan, led the firm’s team in the transaction.

AZB and Partners is advising Genpact USA on its acquisition of 100 percent shareholding of Rightpoint Consulting. Partner Ankit Tandon is leading the firm’s team in the transaction, which was signed on October 15, 2019 and is yet to be completed.

AZB and Partners is also advising Muthoot Finance on its setting up of a global medium term note programme for up to US$2 billion. Partners Srinath Dasari and Richa Choudhary are leading the firm’s team in the transaction, which was signed on October 10, 2019 and is yet to be completed.

Baker McKenzie is acting as Hong Kong and US law counsel to Changsha Broad Homes Industrial Group on its global offering and proposed listing in Hong Kong, where the public offering commenced on October 24, 2019. Broad Homes is the pioneer and leader in the industrialisation of construction industry in China. China International Capital Corporation Hong Kong Securities and China Securities (International) Corporate Finance Company are the joint sponsors and joint global coordinators of the global offering. Beijing partner Hang Wang, with support from Yolanda Zheng of FenXun Partners, led the firm’s team in the transaction.

Clifford Chance has advised the joint sponsors Merrill Lynch and Citigroup and the underwriters on the US$53.5 million IPO and listing in Hong Kong of Ascentage Pharma Group International, under Chapter 18A of Hong Kong’s new listing regime for biotech companies. The IPO received exceptionally strong demand, with the retail tranche more than 755 times oversubscribed, making it one of the most oversubscribed deals in Hong Kong in 2019. Suzhou-headquartered Ascentage Pharma is a globally-focused, clinical-stage biotechnology company which develops novel therapies for cancers, hepatitis B virus and age-related diseases. Partners Amy Lo and Fang Liu led the firm’s team in the transaction.

Drew & Napier has acted for Singapore-listed property developer Tuan Sing Holdings and its wholly-owned subsidiary Superluck Properties on Superluck’s establishment of a S$500 million (US$367m) secured multicurrency medium term note programme. This is the group’s second MTN programme, after Tuan Sing’s existing S$900 million (US$660.5m) multicurrency programme in 2013. The firm also acted for Tuan Sing and Superluck on the issuance of S$200 million (US$146.8m) senior secured notes due 2022 (Series 0Notes 01) under the newly established MTN programme. Issued on October 18, 2019, the Singapore-dollar Series 0 Notes 01 carry a fixed coupon of 2.8 percent and are expected to mature on October 18, 2022. Notes issued under the MTN programme, including the Series 0Notes 01, are guaranteed by Tuan Sing and secured by, among others, a mortgage over a 28-storey commercial building located at 18 Robinson Road and two strata units at Far East Finance Building. Directors Renu Menon and Lau Sok Hiang led the firm’s team in the transaction.

J Sagar Associates has advised semiconductor design services provider Sankalp Semiconductor on the acquisition of its shares by HCL Technologies. As part of the transaction, HCL also purchased shares in Sankalp held by Stakeboat Capital Fund-1, one of Sankalp’s existing shareholders. The firm also represented Stakeboat. Partners Gerald Manoharan and Manuel Jose led the firm’s team in the transaction, which was valued at approximately Rs1.76 billion (US$24.8m).

J Sagar Associates has also advised IDBI Capital Markets & Securities, SBI Capital Markets and YES Securities (India), as book-running lead managers, on the proposed IPO of Indian Railway Catering and Tourism Corporation (IRCTC). The IPO comprised of an offer for sale by the President of India, through the Ministry of Railways, of 20.16 million equity shares for Rs6.38 billion (US$90m). The IPO was oversubscribed by 109.75 times. A central public sector enterprise, IRCTC is the only entity authorised by Indian Railways to provide catering services to railways, online railway tickets and packaged drinking water at railway stations and trains in India. Partners Rohitashwa Prasad and Arka Mookerjee led the firm’s team in the transaction.

Maples Group (Hong Kong) has acted as BVI counsel to Tahoe Group Global on its issuance of US$100 million 11.25 percent senior notes due 2020 and issuance of US$100 million 11.25 percent senior notes due 2020. The notes are listed in Singapore. Partner Derrick Kan led the firm’s team in the transaction, while Sidley Austin acted as US counsel and Kangda Law Firm acted as China counsel. Davis Polk & Wardwell acted as US counsel, while Commerce and Finance Law Offices acted as China counsel to the initial purchasers, including Haitong International Securities, China Industrial Securities International Brokerage and Ruifeng Securities.

Shardul Amarchand Mangaldas & Co has advised SBI General Insurance on the proposed sale of 26 percent of its share capital by its shareholder IAG International, a part of the Insurance Australia Group, to Napean Opportunities, a part of the Azim Premji Trust, and Honey Wheat Investment, a part of the Warburg Pincus Group. Partners Nikhil Naredi and Roopal Kulsrestha, assisted by partner Gauri Chhabra, led the firm’s team in the transaction, which was valued at approximately US$432 million. IAG was advised by AZB & Partners, while the purchasers were represented by Cyril Amarchand Mangaldas.

Skadden has advised INCE Capital’s maiden fund on its successful closing on October 23, 2019 with approximately US$351.9 million in capital commitments, approximately US$328 million of which is committed by leading global institutional investors. The fund will focus on early to expansion stage investment in internet, consumer and intelligent technology sectors in China. INCE Capital was established on July 1, 2019 by JP Gan and Steven, former partners at Qiming Venture Partners, and joined by Paul Keung, a former venture partner at Qiming, and veteran chief financial officer and equity research analyst. Welcomed by many sophisticated limited partners, the fund raising was closed in less than four months since its launch. The fund is over-subscribed, and the final fund size exceeds the initial target of US$250 million and hit the hard cap.

S&R Associates has represented Artis Ventures in an investment, as part of a Series A financing round also involving Abstract Ventures, in Crediwatch Information Analytics, a fintech company serving the financial services industry. Partner Venkatesh Vijayaraghavan led the firm’s team in the transaction.

Weerawong C&P has represented Asset World on the corporate restructuring and offering of shares under Securities and Exchange Commission regulations and international offering under Regulation S of the US Securities Act and listing of its shares in Thailand. With a total market capitalisation value at IPO price of Bt185.74 billion (US$6.14b), this is the largest listed company in the history of Thailand to date. The raised funds will be used to expand the company’s hotel and other commercial property projects. The first day of trading was on October 10, 2019.

Deals – October 23, 2019

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Allen & Gledhill has advised Credit Suisse (Singapore), DBS Bank, Oversea-Chinese Banking Corporation and United Overseas Bank, as the joint lead managers and joint book-runners, on the issue of S$350 million (US$256.5m) 5.6 percent subordinated perpetual securities by ARA Asset Management, under its S$1.5 billion (US$1.1b) multicurrency debt issuance programme. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Ashurst has acted as lead counsel to ING on the provision of the world’s first sustainability performance linked fund financing. The up to US$65 million three-year revolving loan facility to Quadria Capital Fund II is the first of its kind in the global fund finance industry. The facility’s borrowing interest rate is pegged to the sustainability performance of the fund, which is measured against a set of ESG performance targets, which follows the United Nations’ Principles for Responsible Investment. ING is the first financial institution globally to launch the concept of a sustainable loan. It collaborated with Philips in 2017 on a €1 billion (US$1.1b) syndicated loan, with an interest rate linked to sustainability performance and rating. To date, ING has completed four sustainability improvement loan facilities in Asia and 66 globally. Quadria Capital is a Singapore-based healthcare focused private equity firm, with assets under management exceeding US$1.8 billion and investments in some of the fastest-growing markets in the Asia Pacific region. Partner Jean Woo, supported by New York partner Mike Neary, led the firm’s team in the transaction.

AZB & Partners is advising Ascendas India Trust on the acquisition by its subsidiary, Ascendas IT Park Chennai, of debentures issued by Anomalous Infra, and on the acquisition by Ascendas of 100 percent interest in Anomalous Infra. Partners Ananya Sharma and Monika Bhonsale are leading the firm’s team in the transaction, which was valued at Rs2.15 billion (US$30.3m) and is yet to be completed.

AZB & Partners has also advised ESR Advisers India on its acquisition of approximately 51 percent of Altamount Road Property. Partners Sai Krishna Bharathan and Ananya Sharma led the firm’s team in the transaction, which was completed on May 29, 2019.

Baker McKenzie has advised METRO AG on the establishment of a strategic partnership with Wumei Technology Group, a leading retailer in China. In the course of the transaction, METRO AG sells its entire stake in METRO China to a Wumei investment vehicle, against cash and a 20 percent stake in the resulting joint venture. The transaction is based on a total enterprise value of €1.9 billion (US$2.1b), and is subject to customary government and regulatory approvals in China. METRO is a leading international wholesale company, with food and non-food assortments specialised on serving the needs of hotels, restaurants and caterers, as well as independent traders. PartnersHoward Wu (Shanghai) and Ingo Strauss (Dusseldorf), supported by partners Grace Tso (Hong Kong), Frank Zhuang (Shanghai), Heiko Gotsche (Dusseldorf), Christian Atzler (Frankfurt) and Michael Fammler (Frankfurt), led the firm’s team in the transaction, working closely alongside FenXun Partners.

Baker McKenzie is also acting as Hong Kong law counsel to YCIH Green High-Performance Concrete on its global offering and Hong Kong public offering. YCIH is a leading ready-mixed concrete producer in China, which produces and supplies concrete and related construction materials, as well as provide quality and technology management services to its customers. It is also the first concrete producer in Yunnan Province to introduce modernised, scientific and environmentally-friendly manufacturing concepts into its production. Beijing partner Hang Wang, working closely alongside Bing Han of FenXun Partners, led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has advised the Adani Family, the promoters of Adani Gas, and Adani Gas on the acquisition of 37.4 percent stake in Adani Gas by French energy giant Total Holdings. Post the completion of the proposed transaction, each of the Adani Family and Total shall ultimately hold 37.4 percent each in Adani Gas. This joint venture will create one of the largest downstream integrated energy companies in India. Managing partnerCyril Shroff, international taxation head Daksha Baxi and partners L Viswanathan, Ravi Kumar, Ruetveij Pandya, Paridhi Adani, Avaantika Kakkar and Jatinder Cheema led the firm’s team in the transaction, which was signed on October 14, 2019. Latham & Watkins acted as international counsel, while AZB & Partners, with a team led by partners Zia Mody, Ashwath Rau, Kashish Bhatia and Medha Marathe, acted as domestic counsel to Total. Clifford Chance acted as international counsel to Adani Gas.

J Sagar Associates has advised WebMD Health Corp on the India leg of a global transaction involving the acquisition of Aptus Health, a wholly-owned subsidiary of Merck & Co which offers health and life sciences companies an integrated approach to engaging healthcare professionals, consumers and other stakeholders, through an array of high-value digital information channels and services. Partners Shivpriya Nanda, Minu Dwivedi and Zain Pandit, supported by partner Kumarmanglam Vijay, led the firm’s team in the transaction.

J Sagar Associates has also advised a consortium of investors led by Gofrugal Technologies on its investment in Chennai-based cleantech start-up Wegot Utility Solutions. Wegot designs and develops solutions for utility management services, especially for conservation of water for residential and industrial users, by providing a technology platform to the utility devices provided by its manufacturing arm. The seed funding saw a total investment of approximately Rs130 million (US$1.83m) from Gofrugal Technologies, Brigade Innovation, Shyam Sekhar and other private equity investors. Partners Aarthi Sivanandh and Bhavana Alexander led the firm’s team in the transaction.

Khaitan & Co has advised Larsen & Toubro Infotech on its acquisition of the entire paid-up share capital of Powerupcloud Technologies from its shareholders for an enterprise value of US$15 million. Partner Niren Patelled firm’s team in the transaction.

Khaitan & Co has also advised Berger Paints India on the proposed acquisition of 95.53 percent shares of STP from Turner Morrison and certain other STP shareholders for an enterprise value of approximately Rs1.67 billion (US$23.6m), subject to closing adjustments, if any. Partner Arindam Sarkar, supported by partners Gaurav Dasgupta and Shailendra Bhandare, led the firm’s team in the transaction.

Maples Group (Hong Kong) has acted as Cayman Islands counsel to Pinduoduo on its issuance of US$1 billion aggregate principal amount of zero percent convertible senior notes due 2024, which are convertible into American depositary shares. The issue closed on September 27, 2019. Pinduoduo is a “new e-commerce” platform and one of the leading Chinese e-commerce players. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Kirkland & Ellis acted as US counsel to the initial purchasers, including BofA Securities and Goldman Sachs (Asia).

Maples Group (Hong Kong) has also acted as Cayman Islands counsel to Cayman Islands company Opera on its shelf offering on the Nasdaq global market of approximately 7.5 million American depositary shares, raising approximately US$75 million. The offering closed on September 24, 2019. Opera is a leading global internet brand with a large, engaged and growing base of over 350 million average monthly active users in the quarter ended June 30, 2019. Partner Everton Robertson led the firm’s team in the transaction, while Kirkland & Ellis Internationalacted as US counsel. Wilson Sonsini Goodrich & Rosati acted as US counsel to Citigroup Global Markets and China International Capital Corporation Hong Kong Securities, as the underwriters.

Simpson Thacher is advising KKR on the signing of certain definitive agreements, under which KKR and an affiliate of Singapore’s sovereign wealth fund GIC will invest in Metro Pacific Hospital Holdings, through a series of investments in common shares in Metro Pacific Hospitals and in mandatorily exchangeable bonds issued by Metro Pacific Investments Corporation. Partners Ian Ho and Katharine Moir are leading the firm’s team in the transaction.

TT&A has represented Great Eastern Energy (GEE) on securing from the Delhi High Court on October 10, 2019 the dismissal of the petition filed by Saurabh Tripathy against GEE, and upholding the order of the Competition Commission of India (CCI) exonerating GEE of allegations on abuse of dominance in the market for supply of coal bed methane gas in the Asansol-Raniganj-Durgapur industrial area. The Delhi High Court also held that the petition amounted to abuse of process of law, as Saurabh Tripathy, who is an employee of SRMB Srijan, was not authorised by SRMB to espouse its cause. However, in view of the disputes that had arisen between SRMB and GEE, SRMB had put up the petitioner to pursue proceedings against GEE before the CCI. Accordingly, the Delhi High Court imposed costs quantified at Rs50,000 (US$705.42) on Saurabh Tripathy to be paid to both GEE and the CCI. Partner Ram Kumar Poornachandran led the firm’s team in the transaction.

Wong & Partners, the member firm of Baker McKenzie in Malaysia, is acting as lead transaction counsel to Gribbles Pathology (Malaysia) on its proposed M$42 million (US$10m) acquisition of a 100 percent stake in MPath and its subsidiaries from Malaysian Genomics Resource Centre. Gribbles is indirectly-owned by Pathology Asia Holdings, a part of leading global private investment firm TPG. MPath has three subsidiaries, namely Clinipath (Malaysia), Clinipath Capital and Medical Scan. As the main operating subsidiary, Clinipath (Malaysia) provides pathological and medical laboratory services in Malaysia. Clinipath Capital rents out commercial properties to Clinipath (Malaysia) for its laboratories. Medical Scan provides medical laboratory services in Malaysia, but had ceased its business operation since January 1, 2017. Partner Munir Abdul Aziz is leading the firm’s team in the transaction.

 

Deals – October 16, 2019

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AZB & Partners has advised GGV Capital on its acquisition, together with other entities, of more than 10 percent stake in Kyte Technologies. Partners Ashwath Rau and Jasmin Karkhanis led the firm’s team in the transaction, which was valued at Rs1.8 billion (US$25.2m) and was completed in October 2019.

AZB & Partners is advising Dunzo Digital on the Rs3.2 billion (US$44.8m) acquisition by Google, Lightbox Ventures, STIC Investment, STIC Ventures and 3L Capital of more than ten percent equity share in Dunzo Digital. Partner Anu Tiwari is leading the firm’s team in the transaction, which was signed in October 2019 and is yet to be completed.

LNT & Partners has advised Vietcombank, the largest and strongest bank in Vietnam, in cooperation with a syndication led by Credit Suisse, cooperated with ICBC, Taiwan Business Bank and Taichung Commercial Bank, on the more than US$250 million project finance with limited recourse with Novaland group. Partner Le Net led the firm’s team in the transaction, while the syndication was advised by Allen & Overy.

LNT & Partners has also advised, with King & Wood Malleson, a syndication led by China Commercial Bank, one of the leading banks from China, ICBC, UOB and Bank of China, as the mandated lead arranger and book-runner, and four other banks on a corporate and L/C finance with Hailide (Vietnam) for the development of a US$150 million fiber textile complex in Tay Ninh. Partners Le Net and Vu Thanh Minh led the firm’s team in the transaction.

Maples Group (Hong Kong) has acted as Cayman Islands counsel to Xinyuan Property Management Service (Cayman) on its IPO of 125 million shares and listing in Hong Kong. The issuer is one of the fastest growing property management companies in China. The offering, which closed on October 11, 2019, raised approximately HK$260 million (US$33m). Partner Derrick Kan led the firm’s team in the transaction, while Li & Partners acted as Hong Kong counsel. King & Wood Mallesons has acted as Hong Kong counsel to the sole sponsor, Orient Capital, and the underwriters.

Maples Group (Hong Kong) has also acted as Cayman Islands counsel to Topsports International Holdings on its IPO of approximately 930.2 million shares and listing in Hong Kong. The issuer operates a consumer-centric sportswear retail and service platform in China, with an industry leading nationwide store network. The offering, which closed on October 10, 2019, raised approximately HK$7.9 billion (US$1b). Partner Derrick Kan also led the firm’s team in the transaction, while Cleary Gottlieb Steen & Hamilton and JunHe acted as Hong Kong and China counsels, respectively. Freshfields Bruckhaus Deringer and Haiwen & Partners acted as Hong Kong and China counsels, respectively, for the joint sponsors, Merrill Lynch and Morgan Stanley, and the underwriters.

Shardul Amarchand Mangaldas & Co has advised Axis Bank on raising Rs125 billion (US$1.75b) through a qualified institutions placement (QIP). This is the largest QIP ever by any private sector company in India and the second largest to date, second to the QIP by State Bank of India in June 2017, where the firm advised the placement agents. Axis Bank is India’s third largest private sector bank, in terms of total assets, based on public filings. The preliminary placement document was filed with the Indian stock exchanges on September 19, 2019, while equity shares pursuant to the QIP were allotted on September 26, 2019. Capital markets national practice head Prashant Gupta and partner Nikhil Naredi led the firm’s team in the transaction. AZB & Partners acted as Indian counsel for the book-running lead managers, while Latham & Watkins acted as US counsel.

Shardul Amarchand Mangaldas has advised Azure Power, a subsidiary of Azure Power Global, on the issuance of green bonds to eligible yield investors who have a specific mandate or portfolio for buying green bonds and, in each case, are qualified institutional buyers, as per Rule 144A under the Securities Act of 1933 or are offshore to the US, in accordance with regulations under the Securities Act. The US dollar-denominated bonds, certified by the Climate Bonds Initiative, bear a coupon of 5.65 percent and will mature in 2024. Valued at approximately US$350.1 million, the deal was signed on September 17, 2019 and was completed on September 24, 2019. Capital markets national practice head Prashant Gupta and partners Monal Mukherjee, Shilpa Mankar Ahluwalia and Gouri Puri led the firm’s team in the transaction. Linklaters advised on New York and US federal securities laws, while Appleby advised on Mauritius law. Latham & Watkins acted as New York counsel, while Cyril Amarchand Mangaldas acted as Indian counsel to Barclays Bank, Credit Suisse (Hong Kong) and The Hongkong and Shanghai Banking Corporation, as the joint global coordinators and joint book-runners, and to Jefferies India, JMP Securities, MUFG Securities Asia, Roth Capital Partners, Societe Generale, Standard Chartered Bank, YES Bank and IFSC Banking Unit as the joint book-runners.

Deals – October 9, 2019

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Allen & Gledhill has advised Agricultural Bank of China Singapore Branch on the issue of US$500 million floating rate notes due 2022, under its US$15 billion medium term note programme. Partner Glenn Foo led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Bank, acting through its Australia Branch, on the issue of A$700 million (US$471m) floating rate notes due 2022 under its US$30 billion global medium term note programme. Partner Glenn Foo also led the firm’s team in the transaction.

AZB & Partners is advising Colliers International Group on the acquisition by Colliers International (India) Property Services of a more than 50 percent controlling interest in Synergy Property Development Services. The acquisition will be followed by a merger of the target into the acquirer. Partners Kashish Bhatia and Ami Parikh are leading the firm’s team in the transaction, which was signed on September 18, 2019 and is yet to be completed.

AZB & Partners is also advising Petredec Holdings (Eastern) on the approximately Rs1.54 billion (US$21.6m) acquisition by Petredec India Holdings of more than 30 percent equity stake in NGC Energy India. Partners Ashwath Rau and Atreya Bhattacharya are leading the firm’s team in the transaction, which was signed on September 8, 2019 and is yet to be completed.

Assegaf Hamzah and Partners, member firm of Rajah & Tann Asia, has acted for Japanese multinational IT services company ITOCHU Techno-Solutions on its Rp980 billion (US$69.2m) acquisition of 70 percent of shares in Nusantara Compnet Integrator and Pro Sistimatika Automasi. Partner Eko Basyuni led the firm’s team in the transaction.

Clifford Chance has advised JP Morgan and Morgan Stanley, as the joint sponsors, and the underwriters on the US$5 billion IPO and listing in Hong Kong of Budweiser Brewing Company APAC, the largest and a fast growing beer company in Asia Pacific. Budweiser APAC is the Asian business of Anheuser-Busch Group. Partners Virginia Lee and Jean Thio, supported by partner Amy Lo, led the firm’s team in the transaction, which is the second biggest IPO globally this year, and the largest in Hong Kong so far.

Davis Polk has advised Sumitomo Mitsui Financial Group (SMFG) on its SEC-registered takedown offering of senior total loss-absorbing capacity (TLAC) notes, under the Japanese TLAC regulations. The offering consisted of US$1 billion 2.448 percent senior notes due 2024 and US$500 million 2.724 percent senior notes due 2029. SMBC Nikko Securities America, Goldman Sachs & Co, BofA Securities and Citigroup Global Markets were the joint lead managers and joint book-runners for the offering. SMFG is the holding company for one of the three largest banking groups in Japan. Its wholly-owned subsidiary, Sumitomo Mitsui Banking Corporation, is one of the world’s largest commercial banks by assets. Partner Jon Gray led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on a US$40 million Regulation S offering by Golden Wheel Tiandi Holdings of its seven percent senior notes due 2021, to be consolidated and form a single series with the issuer’s US$360 million seven percent senior notes. Hong Kong-listed Golden Wheel Tiandi is an integrated commercial and residential property developer, owner and operator in China. It focuses on developing projects in Jiangsu and Hunan provinces that are connected or close to metro stations or other transportation hubs. It also manages and sub-leases shopping malls in newly developed metro systems. Partner Gerhard Radtke led the firm’s team in the transaction.

Hung & Partners has acted for Energy China TEPC, the EPC contractor for the 50 MWAC Solar PV Project in Kuala Ketil, Kedah, Malaysia. The Kuala Ketil Solar Farm is one of the large scale solar photovoltaic plants in Malaysia which started commercial operation on February 25, 2019 and was officially launched in September 2019. KH Hung led the firm’s team in the transaction.

J Sagar Associates has advised OFB Tech on the raising of funds under its Series D investment round of Rs2.4 billion (US$33.7m). Norwest Venture Partners was the lead investor, while Falcon Edge Capital and Matrix Partners were the participating investors. Partners Lalit Kumar and Bharati Joshi led the firm’s team in the transaction, which involved both primary and secondary acquisitions.

J Sagar Associates has also advised ICICI Securities, Axis Capital, Edelweiss Financial Services and IDBI Capital Markets & Securities as the book-running lead manager on the proposed IPO of Route Mobile. Route Mobile has filed a draft red herring prospectus with the SEBI for an offer of equity shares aggregating up to Rs6 billion (US$84.2m), comprising a fresh issue of up to Rs2.4 billion (US$33.7m) and an offer for sale of up to Rs3.6 billion (US$50.5m) by Route Mobile promoters Sandipkumar Gupta and Rajdipkumar Gupta. Route Mobile provides cloud-communication platform as a service to enterprises, over-the-top players and mobile network operators. It was ranked second globally as a tier 1 application-to-peer service provider in 2017. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

Milbank acted as the sole international counsel for the joint lead managers in connection with two Asean green bond issuances by Bank of Philippine Islands (BPI), with a combined value of approximately US$405 million. The two issuances were groundbreaking in a number of ways. The first issuance of US$300 million Asean green bonds marked the first US dollar-denominated Asean green bond to be issued by a Philippine bank. The second issuance of SFr100 million (US$105m) Asean green bonds marked the first-ever public Swiss franc-denominated benchmark bond to be issued out of the Philippines. The bonds, which hold a zero annual coupon and will mature in 2021, also represent the first negative-yielding bonds issued out of the Philippines in the international capital markets and the first rated Philippine green bond in the international market (Baa2 with stable outlook by Moody’s).

Paul Hastings has advised IYUNO Media Group on the merger with BTI Studios. The two companies, which are among the five largest in the content localisation industry globally, will merge under the IYUNO Media Group brand. Upon the completion of the transaction, the combined company will become a new global market leader in content localisation, supported by powerful financial institutions and leading-edge technology. Headquartered in Singapore, IYUNO Media Group provides its global clients with end-to-end content localisation, media and creative post-production services. Stockholm-based BTI Studios is one of the world’s fastest growing localisation companies providing dubbing, subtitling and access services in any language. Seoul corporate partner Dong Chul Kim, supported by partner Pierre Kirch (Brussels and Paris), led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Royal & Sons Organisation on the approximately S$160 million (US$115.8m) disposal of Royal Hiranandani, the holding company for the property situated at 12 Orange Grove, Singapore, also known as “Darby Park Executive Suites”, which is located in one of Singapore’s most prestigious precincts. Partners Norman Ho, Tracy Ang and Loh Chun Kiat led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted on the S$170 million (US$123m) sale by Fullshare Value Fund I(A) of its entire interest in Five Seasons XXII, which indirectly owns the development known as Plus at 20 Cecil Street, Singapore. Fullshare Holdings had provided a guarantee to the purchaser to secure the obligations of Fullshare Value Fund I(A). Partners Chia Kim Huat, Chen Xi, Lee Weilin, Sim Chee Siong, Penelope Loh, Lina Chua and Gazalle Mok led the firm’s team in the transaction.

RHTLaw Taylor Wessing has successfully acted on the disposal of a prime Grade A office building in Europe for a family office owned by an UHNW client. The property was purchased by a leading real estate asset management company. Senior partner and co-head of private wealth industry group Tan Chong Huat, assisted by litigation and dispute resolution practice partner Lou Ling Ling, led the firm’s team in the transaction. Linklaters acted as local counsel.

Shardul Amarchand Mangaldas & Co has advised Blackstone Group on acquiring 50 percent share capital of Indiabulls Properties, Indiabulls Real Estate, Yashita Buildcon and Ashkit Properties from Indiabulls Real Estate. The target companies own and manage marquee projects, such as Indiabulls Finance Centre, One Indiabulls Centre and Indiabulls Tech Park. Partner Anuj Bhasme, supported by Mumbai managing partner Akshay Chudasama and partners Ashoo Gupta, Gauri Chabbra and Veena Sivaramakrishnan, led the firm’s team in the transaction, which was valued at Rs27.17 billion (US$381.4m) and was completed on September 25, 2019. Simpson Thacher & Bartlett acted as international counsel, while Kirkland & Ellis conducted the FCPA due diligence. J Sagar Associates, led by partner Lalit Kumar, advised Indiabulls Real Estate.

Shardul Amarchand Mangaldas has also advised Norwest Venture Partners on its investment, as part of Series D round of funding, for a minority stake in OFB Tech. With this new round of funding, the company has raised a total of Rs15 billion (US$210.6m) of equity and debt funding to date. Norwest is a leading multi-stage investment firm, managing more than US$7.5 billion in capital. OFB Tech is an Indian company which operates an online B2B wholesale trading platform and provides financial assistance to SMEs through its NBFC subsidiary. The company already counts Matrix Partners India, Zodius Technologies, Falcon Edge, Creation Investments and several leading angels as its investors. Partners Puja Sondhi, Sumeet Singh and Siddharth Nair, assisted by partner Pooja Ramchandani, led the firm’s team in the transaction, which was valued at approximately Rs2.5 billion (US$35m) and was signed on September 12, 2019.

Skadden has advised Pinduoduo, one of China’s leading e-commerce companies, on its US$1 billion 144A/Reg S offering of zero coupon convertible senior notes due 2024. The firm previously advised Pinduoduo on its US$1.63 billion IPO on Nasdaq and US$1.5 billion registered follow-on offering. Hong Kong partners Julie Gao and Jonathan Stone led the firm’s team in the transaction.

Skadden also advised Ctrip.com International, a Shanghai-based leading global provider of online travel and related services, on the US$1 billion follow-on offering of 36 million American Depositary Shares by its shareholder Baidu. The offering closed on October 1, 2019. Partners Julie Gao (Hong Kong) and Haiping Li (Shanghai) led the firm’s team in the transaction.

Sullivan & Cromwell (Hong Kong) has represented Anheuser-Busch (Belgium) on the formation of joint ventures with Jebsen Beverage (Hong Kong) to manufacture and distribute Blue Girl brand beer in China and to manage the Blue Girl beer brand internationally. Partners Garth Bray (corporate-Hong Kong), Nader Mousavi (intellectual property-Palo Alto), Aisling O’Shea (anti-bribery-Washington DC) and Juan Rodriguez (antitrust-London) led the firm’s team in the transaction, which was completed on May 30, 2019.

SSEK has advised Malaysian investment holding company RII Holdings on its acquisition of a substantial equity interest in leading Indonesian logistics company Pandu Siwi Sentosa (PSS). On October 1, 2019, RII signed the definitive agreements with PSS and its individual shareholders, and SBI Islamic Fund (Brunei) to inject funds into PSS. RII seeks to create synergistic values for PSS and contribute toward its growth in Indonesia. PSS, which operates under the brand Pandu Logistics, is one of the five largest courier and logistics companies in Indonesia, with a network of more than 200 offices throughout the country. Pandu Logistics would benefit from RII’s expertise and focus on technological capabilities to expand its operations into the e-commerce and business-to-consumer segments. Senior partner Ira Eddymurthy and partner Fahrul Yusuf led the firm’s team in the transaction.

S&R Associates has represented the Aavishkaar group, an impact investor, on aggregate investments of Rs2.6 billion (US$36.5m) by FMO, the Dutch entrepreneurial development bank. Partner Viral Mehta led the firm’s team in the transaction.

Vertices Partners has represented 3RD Flix Visual Effect and the promoters on the primary round of investment from Exfinity Technology Fund Series II, YourNest India VC Fund II and Parampara Early Stage Opportunities Fund-Series I. Valued at approximately US$5 million, the deal was signed on August 1, 2019 and completed on September 5, 2019. Managing partner Vinayak Burman led the firm’s team in the transaction. Indus Law, led by partners Srinivas Katta and Pallavi Kanakagiri, advised Exfinity Technology Fund Series II.

WongPartnership is acting for OUE, through subsidiaries Alkas Realty and OUE Downtown, on the S$289 million (US$209m) sale of Oakwood Premier OUE Singapore, its luxury serviced residences and hotel business, to DHI Holding and DHI Downtown, the joint venture entities between AMTD Group and Dorsett Hospitality International. Partners Dorothy Marie Ng, Quak Fi Ling and Serene Soh led the firm’s team in the transaction.