Home Blog Page 25

Deals – February 27, 2019

0

Allen & Gledhill has advised the Housing and Development Board on the issue of S$600 million (US$444.6m) principal amount of fixed rate notes due 2029, as Series 084 under its S$32 billion (US$23.7b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised Apax Partners on the acquisition by Quinag Bidco, an Apax Partners entity, of over 40 percent stake of Fractal Analytics from TA Associates, AIMIA Proprietary Loyalty Singapore, Khazanah Nasional and others. Post the proposed transaction, Apax will hold more than 40 percent of the voting share capital of Fractal Analytics. Partners Ashwath Rau and Divya Mundra led the firm’s team in the transaction, which was valued at Rs14.1 billion (US$198m) and was completed on February 15, 2019.

AZB & Partners is also advising Muthoot Finance on its public issue of secured non-convertible debentures aggregating to Rs40 billion (US$562m). Partner Srinath Dasari is leading the firm’s team in the transaction, which is yet to be completed.

Baker McKenzie has advised Taubman Centres, an S&P MidCap 400 real estate investment trust that invests in shopping centres, on its sale of 50 percent of Taubman Asia’s interests in three Asia-based shopping centres to funds managed by The Blackstone Group. Taubman will remain the partner responsible for the joint management of the three shopping centres located in Hanam, South Korea; Xi’an, China; and Zhengzhou, China. Jason Ng, partner and co-chair of the global investment funds group in Hong Kong, supported by partners Addison Braendel and Alexander Gong (partner at Baker McKenzie FenXun joint operation office in Shanghai), led the firm’s team in the transaction, which is valued at US$480 million.

Conyers Dill & Pearman has advised Nuance Communications on the US$400 million sale of its document imaging division to Kofax. Nuance is a multinational software technology corporation listed on Nasdaq and a leading innovator in conversational artificial intelligence. Bermuda director David Cooke, working alongside Baker & McKenzie, led the firm’s team in the transaction, which closed on February 1, 2019.

Conyers Dill & Pearman has also acted as Bermuda and BVI counsel to Road King Infrastructure on its US$400 million 7.875 percent guaranteed senior notes due 2023 by its subsidiary, RKPF Overseas 2019 (A). Hong Kong-listed Road King Infrastructure invests, develops, operates and manages toll roads and property projects in China. Hong Kong partner Christopher Bickley, working alongside Reed Smith Richards Butler, led the firm’s team in the transaction.

Davis Polk has advised the underwriters on a SEC-registered Schedule B debt offering by The Korea Development Bank of US$500 million aggregate principal amount of three percent notes due 2022 and US$500 million aggregate principal amount of its 3.25 percent notes due 2024. Hong Kong partner James Lin led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on a US$225 million Regulation S only high-yield offering by China Aoyuan Group of its 7.95 percent senior notes due 2023. China Aoyuan is a property developer in Guangdong, China and has been developing residential projects for more than 15 years. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Mid Labs on the merger of Sea Lion Holdings, a wholly-owned subsidiary of Hoya Corporation. Mid Labs is a California-based company focused on the research, innovation, development, engineering and manufacturing of ophthalmic medical surgical devices used to prevent blindness caused by certain retinal diseases and traumatic injuries. Partner Everton Robertson led the firm’s team in the transaction, while Cooley acted as US counsel.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Sino-Ocean Land Treasure IV on its issuance of US$500 million 5.25 percent guaranteed notes due 2022. The notes are listed in Hong Kong and guaranteed by Sino-Ocean Group Holding, a leading large-scale national property developer in China. Partner Lorraine Pao led the firm’s team in the transaction, while Paul Hastings acted as English and HK counsel. Linklaters acted as English counsel to the joint lead managers, including HSBC, UBS, Goldman Sachs (Asia) and China CITIC Bank International.

WongPartnership has acted for Temasek Holdings on its investment in the series D equity financing round of Zilingo, an online fashion, beauty and lifestyle marketplace headquartered in Singapore. Partners Mark Choy, Kyle Lee and Kylie Peh led the firm’s team in the transaction.

Deals – February 20, 2019

0

Allen & Overy has advised State Bank of India (SBI) on its US$1.25 billion dual tranche Regulation S/Rule 144A senior notes issuance, which included US$400 million four percent notes due 2022 and US$850 million 4.375 percent notes due 2024. This was the first Rule 144A bond offering by an Indian issuer in 2019, and SBI’s return to the US capital markets since its record-setting qualified institutional placement in 2017. SBI is India’s largest bank, with over 22,300 branches, over 420 million customers and over US$500 million of assets. US capital markets partner Mark Leemen led the firm’s team in the transaction.

Allen & Overy has also advised the joint lead managers on Oil India’s US$550 million 5.125 percent bond offering, which was issued under Regulation S of the US Securities Act of 1933. Oil India is the second largest national oil and gas company in India, as measured by total proved plus probable oil and natural gas reserves and production. The joint lead managers consisted of Barclays Bank, The Hongkong and Shanghai Banking Corporation, Standard Chartered Bank, Mizuho Securities Asia and MUFG. Partner John Lee led the firm’s team in the transaction.

AZB & Partners has advised Ivanhoe Cambridge on the acquisition by Piramal Ivanhoe Residential Equity Fund 1 of optionally convertible debentures and equity shares in Palava Dwellers for up to Rs5 billion (US$70.2m). Partners Sai Krishna Bharathan and Monika Bhonsale led the firm’s team in the transaction.

AZB & Partners has also advised Deutsche Investitions-Und Entwicklungsgesellschaft and Nederlandse FinancieringsMaatschappij Voor Ontwikkelingslanden on their acquisition of up to 10 percent of certain compulsory convertible debentures and certain equity shares of Giriraj Renewable. Partners Gautam Saha and Heena Singh led the firm’s team in the transaction, which was valued at Rs3.6 billion (US$50.6m) and was completed on February 8, 2019.

Baker McKenzie Wong & Leow acted as lead counsel and English counsel to the mandated lead arrangers — MUFG, Rabobank, ANZ, Barclays, DBS, First Abu Dhabi Bank, JP Morgan and Societe Generale — and to more than 20 primary syndicate lenders on a US$3 billion syndicated acquisition financing facility to UPL Corporation for the acquisition of Arysta LifeScience from Platform Specialty Products. This deal is the largest outbound M&A by an Indian company since the 2008 global financial crisis. UPL Corporation is the international arm of UPL, one of the leading global crop protection products companies headquartered in India. Arysta is a global provider of innovative crop protection solutions, including biosolutions and seed treatment. Finance and projects practice group principal Kah Chin Chu, supported by local principal Andrew Zaw, led the firm’s team in the transaction.

Colin Ng & Partners has advised Distributed Ledger Technologies (DLTledgers), a blockchain technology solutions provider, on its acquisition of two entities, Dowser Group Singapore and Dowser Group India. This transaction enhances DLTledgers’ connectivity to major enterprise players in the technology sector. This is part of DLTledgers’ journey to disrupt international trade by adopting blockchain technology and to enhance its current standing as a blockchain-based supply-chain technology leader for global companies. Partner Ken Chia,led the firm’s team in the transaction.

Colin Ng & Partners has also advised Beijing Enterprises Water Group (BEWG) on a corporate guarantee by members of the UEEV group of companies on an approximately S$95 million (US$70.3m) project financing by MUFG Bank Singapore Branch and Oversea-Chinese Banking Corporation for the BEWG-UESH NEWater Plant. PUB, Singapore’s National Water Agency, awarded the design-build-own-operate contract for the NEWater plant to BEWGI-UE NEWater, a joint venture between BEWG International, a subsidiary of BEWG, and UES Holdings, as a public-private partnership. Sited on top of the Changi Water Reclamation Plant, the BEWG-UESH NEWater Plant has a capacity of 228,000m3 or 50 million gallons a day. Together with four other existing facilities, the new plant provides enough NEWater capacity to meet up to 40 percent of Singapore’s total daily water demand. Partner Bill Jamieson led the firm’s team in the transaction.

Davis Polk has advised the initial purchasers on a US$500 million Regulation S only high-yield offering by China Aoyuan Group of its 8.5 percent senior notes due 2022. A property developer in Guangdong, China, China Aoyuan has been developing residential projects for more than 15 years. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on a Regulation S offering by Zhenro Properties Group of US$200 million 8.6 percent senior notes due 2020. Hong Kong-listed Zhenro Properties Group is a property developer that focuses on the development of residential properties and the development, operation and management of commercial and mixed-use properties in China. Hong Kong partner Gerhard Radtke also led the firm’s team in the transaction.

Ginting & Reksodiputro, in association with Allen & Overy, has advised the joint lead managers, co-manager and Allen & Overy has advised the trustee on LLPL Capital’s debut 144A/Reg S offering of US$775 million 6.875 percent guaranteed secured senior notes due 2039. Following bond refinancings in 2018 by Wayang Windu and Paiton, this recent refinancing confirms the growing use of bonds as a useful refinancing instrument for major projects in Indonesia. LLPL Capital is owned by a consortium of Genting Power Holdings, a wholly-owned subsidiary of Genting (Malaysia), and SDIC Power Holdings (China), which owns the Banten 1,670MW supercritical, coal-fired steam power plant in Banten Province, Indonesia. The notes were issued primarily to facilitate the prepayment of Banten 1’s senior secured facilities provided by a syndicate of banks in 2013 for the original construction of the plant. Ginting & Reksodiputro managing partner Daniel Ginting and partner Harun Reksodiputro, supported by partner Tim Beech, led the firm’s team in the transaction.

Khaitan & Co has advised Aadhar Housing Finance (AHF) and Wadhawan Global Capital, Dewan Housing Finance, Kapil Wadhawan, Dheeraj Wadhawan and Aruna Wadhawan, as the sellers, on the sale of 80.76 percent of AHF’s share capital held by the sellers to BCP Topco VII, which is controlled by private equity funds managed by Blackstone, followed by preferential allotment of equity shares of AHF to BCP. AHF is a deposit-taking housing finance company registered with the National Housing Board. The company focuses on providing affordable housing financing products for the economically weaker sections and lower income group segments in India. Partners Kartick Maheshwari and Aashutosh Sampat led the firm’s team in the transaction.

Khaitan & Co has also advised IDFC Alternatives on the transfer, by way of a slump sale, on a going concern basis, of the real estate and private equity asset management businesses to Investcorp Asia Services. The transaction involved complexities in the procurement of consents of the regulator and the investors of the underlying funds for change of manager of the funds. IDFC Alternatives is IDFC’s alternative asset management vertical and manages over US$3.4 billion on behalf of leading institutional investors from across the world. Partners Siddharth Shah and Sameer Sah led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to Champion Sincerity Holdings on its issue of US$500 million senior perpetual capital securities callable 2022. The securities are guaranteed by Greentown China Holdings, a Cayman Islands company listed in Hong Kong. The deal closed on closed on February 8, 2019. Partner Lorraine Pao led the firm’s team in the transaction, while White & Case acted as Hong Kong and English counsel to the issuer and the guarantor. Clifford Chance acted as English counsel to Credit Suisse, HSBC and Guotai Junan, as the joint lead managers.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to NIO on its issue of US$650 million 4.5 percent convertible senior notes due 2024, which are convertible into ADSs, each representing one Class A NIO ordinary share. NIO is a pioneer in China’s premium electric vehicle market. The deal closed on February 4, 2019. Partner Lorraine Pao also led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Latham & Watkins acted as US counsel to the joint book-running managers, including Bank of America Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, Morgan Stanley and UBS.

Mayer Brown has represented Mongolian Mortgage Corporation HFC, the only finance company licensed to issue asset-backed securities and the sole RMBS issuer in Mongolia, on its debut US$250 million unsecured bond offering and subsequent tap issuance for an additional US$50 million. The issuer plans to use at least 90 percent of the net proceeds from the offering to purchase mortgages with recourse and the remaining portion for general corporate purchases. Corporate and securities partner Jason Elder, supported by partners Thomas Kollar (corporate and securities), Jason Bazar (tax transaction and consulting) and Jared Goldberger (tax transaction and consulting), led the firm’s team in the transaction.

Shook Lin & Bok has acted for Centurion on the proposed exchange offer of S$85 million (US$62.9m) notes due 2020 for new notes due 2022 under the S$750 million multicurrency debt issuance programme of Centurion. Partners Marilyn See and Melissa Huang led the firm’s team on the transaction.

Simpson Thacher & Bartlett is representing Blackstone on its acquisition of a controlling stake in Aadhar Housing Finance. Blackstone will also simultaneously infuse Rs8 billion (US$112m) in primary equity capital into Aadhar to fund future growth. Aadhar is the largest independent affordable housing finance company in India, with a network of 316 branches across 19 states and approximately Rs100 billion (US$1.4b) in assets under management. M&A partners Katie Sudol and Ian Ho are leading the firm’s team in the transaction, which is subject to customary closing conditions.

Wong & Partners has advised China-listed Tianshui Huatian Technology (THT), together with its shareholder, Tianshui Huatian Electronics Group (THEG), and the joint offerors on their pre-conditional voluntary conditional take-over of approximately 428.6 million shares of Unisem, which represents 58.94 percent of Unisem’s issued share capital not already owned by the joint offerors, for M$1.4 billion (US$343.9m). The take-over offer was made in December 2018 and closed on January 7, 2019. Unisem is a manufacturer of semiconductor devices for many of the world’s most successful electronics companies. The joint offerors comprise THT and THEG, as the Chinese offerors, and Malaysian offerors, including John Chia, Alexander Chia, Jayvest Holdings and SCQ Industries, who were existing Unisem shareholders prior to the take-over. The offer received overwhelming response from the offeree shareholders and, upon closing, the joint offerors accumulated a total of 83.22 percent of Unisem’s issued share capital. The firm also advised THT on its collaboration agreement with the Malaysian offerors in respect of the take-over offer, that resulted in the formation of a strategic partnership between THT and the Malaysian offerors for the expansion and development of Unisem’s business operations. Partner Munir Abdul Aziz led the firm’s team in the transaction, which was completed on January 7, 2019.

WongPartnership is acting for RSP TopCo on the pre-conditional voluntary cash offer for all the issued and paid-up ordinary shares in RSP Holdings. Partners Andrew Ang and Kyle Lee led the firm’s team in the transaction.

WongPartnership has also acted as Singapore counsel to Wave Life Sciences, a Nasdaq-listed genetic medicines company, on an underwritten public offering of its ordinary shares, which raised gross proceeds of approximately US$150 million. Partners Gail Ong, Karen Yeoh, Tan Shao Tong, Ong Pei Chin, Kevin Ho and Loh Jen Vern led the firm’s team in the transaction.

Deals – February 13, 2019

0

Allen & Gledhill has advised the Land Transport Authority of Singapore on the issue of S$1.5 billion (US$1.1b) 3.38 percent notes due 2059, as Series 009 under its S$12 billion (US$8.85b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised Lestari Banten Energi, through its Singapore-incorporated sister company LLPL Capital, on the issue of US$775 million 6.875 percent senior notes due 2039. Partner Glenn Foo led the firm’s team in the transaction.

Ashurst has advised Bangladesh’s Roads and Highways Department (RHD) and the Public Private Partnerships Authority of Bangladesh on the project to upgrade the Joydevpur-Debogram-Bhulta-Madanpur (Dhaka By-pass) through a public private partnership. The PPP contract was signed between RHD and Shichuan Road & Bridge (Group), Shamim Enterprise and UDC Construction, as the winning consortium, on December 6, 2018. The Dhaka By-pass project is a key element of RHD’s road strategy and essential to alleviating congestion in Bangladesh’s rapidly growing capital. Partners Matthew Bubb and Anna Hermelin led the firm’s team in the transaction, while Syed Ishtiaq Ahmed & Associates, with a team led by senior partner Nihad Kabir, advised on Bangladesh law.

AZB & Partners is advising JM Financial Products on its public issuance of secured, rated, listed, redeemable, non-convertible debentures with face value of Rs1,000 (US$14.16) each and/or unsecured, rated, listed, redeemable, non-convertible debentures with face value of Rs1,000 (US$14.16) each, for an amount aggregating up to Rs20 billion (US$283m). Partners Varoon Chandra, Lionel D’Almeida and Anand Shah are leading the firm’s team in the transaction, which was signed on February 1, 2019 and is yet to be completed.

AZB & Partners is also advising CentralSquare Technologies on the acquisition by Eagle View Technologies and its related entities of 100 percent of the shareholding of APMSE Software Services from CentralSquare Technologies. Partners Ashwath Rau and Anu Tiwari are leading the transaction, which was signed on February 1, 2019 and is yet to be completed.

Bird & Bird has acted for Rui Er Holdings, a limited company incorporated in the British Virgin Islands, on its mandatory general offer (MGO) for shares of the other shareholders in Hong Kong-listed Summi (Group) Holdings. The MGO was triggered after the client acquired 44.74 percent of the existing issued share capital of Summi from its controlling shareholder. Following the valid acceptances of shares representing approximately 12.05 percent of the total issued share capital of Summi, the general offer closed on December 31, 2018, resulting in Rui Er becoming the controlling shareholder with 56.79 percent share of Summi. Rui Er Holdings is an investment holding company whose owner is mainly involved in real estate development in China, while Summi is principally engaged in the cultivation and sale of fresh oranges, production and sale of frozen concentrated orange juice and its related products in China. Partner Wing On Chui led the firm’s team in the transaction.

Clifford Chance is advising T S Global Holdings (TSGH), a subsidiary of Tata Steel, one of the top 10 steel makers in the world, on the Rs23.2 billion (US$328.4m) sale of NatSteel Holdings and Tata Steel (Thailand) by TSGH to Hebsteel Global Holding, an entity controlled by China’s HBIS Group, which is also among the largest steel makers in the world. TSGH will retain a 30 percent stake in the business, after completion of the transaction. Corporate partners Melissa Ng (Singapore) and Hong Zhang (Beijing), supported by partner Richard Blewitt (Hong Kong), led the firm’s team in the transaction, which was signed on January 28, 2019 and is yet to be completed. AZB & Partners, with a team led by partner Shameek Chaudhuri, is also advising TS Global Holdings.

Clifford Chance has also advised Maoyan Entertainment on its US$250 million IPO and listing in Hong Kong. Beijing-based Maoyan is the top movie-ticketing app in China, set to become the world’s biggest market for movies. China co-managing partner Tim Wang, supported by partners Amy Lo and Fang Liu, led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has advised Tushar Mehta, Solicitor General of India, on behalf of respondent banks and financial institutions in the defence of the Insolvency and Bankruptcy Code 2016 (IBC). In a landmark decision on January 25, 2019, the Supreme Court of India in Swiss Ribbons v Union of India upheld the constitutional validity of the IBC in its entirety. Lead petitioner Sanjay Singhal, promoter of Bhushan Power and Steel (BPS), had challenged the constitutionality of various provisions of the IBC. The defence of IBC was led by the KK Venugopal, Attorney General of India, and Tushar Mehta, Solicitor General of India, on behalf of 32 banks and financial institutions forming the Committee of Creditors of BPS. The matter relates to the insolvency proceedings initiated against BPS under the IBC, for resolution of Rs490 billion (US$7b) debt owed to creditors. Finance and projects chair L Viswanathan and partners Bishwajit Dubey and Spandan Biswal led the firm’s team advising the client.

Davis Polk has advised the initial purchasers on the Regulation S offering of high-yield notes by China Evergrande Group of US$1.1 billion seven percent senior notes due 2020, US$875 million 6.25 percent senior notes due 2021 and US$1.025 billion 8.25 percent senior notes due 2022, each to be consolidated and form a single series with the US$500 million seven percent senior notes due 2020, US$598.181 million 6.25 percent senior notes due 2021 and US$1 billion 8.25 percent senior notes due 2022, respectively. Hong Kong-listed China Evergrande Group is one of the largest developers of residential property projects in different cities across China. Partner Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on the US$200 million Regulation S offering by Central China Real Estate of its 7.325 percent senior notes due 2020. The Hong Kong-listed company is a residential property developer in Henan Province, China. Partner Gerhard Radtke also led the firm’s team in the transaction.

Khaitan & Co has acted as lead counsel for Emami on the acquisition of German personal care brand Creme 21. Emami is one of the leading FMCG companies in India in the personal and healthcare sector, and is the flagship company of the diversified Emami Group of Companies. It manufactures and markets personal care, healthcare and beauty products, with a portfolio of more than 300 products. Emami’s leading brands are Navratna, Boroplus, Zandu, Fair and Handsome and Kesh King. Creme 21 is a German brand with strong presence in the MENA region. Creme 21 was launched in 1970 as a personal care brand and offers skin care and body care products. All the Creme 21 products are developed and produced in Germany. Over 80 percent of the brand’s business is contributed by MENA region, and the balance by Germany and other focused countries. Partner Surbhi Kejriwal led the firm’s team in the transaction.

Khaitan & Co has also advised Hindustan Composites on the creation of mortgage of premises in favour of Hindustan Composites for total consideration of US$2.4 million. This was done pursuant to an inter-corporate loan agreement executed between the parties. Hindustan Composites develops, manufactures, and markets friction materials in India. Partner Gaurav Dasgupta led the firm’s team in the transaction.

L&L has advised Triveni Turbine on its buyback of equity shares, which was undertaken through the tender offer process. The merchant banker to the transaction was HDFC Bank. Partner Manshoor Nazki is leading the firm’s team in the transaction.

L&L has also advised the Emerson group on its acquisition of General Electric’s (GE) Intelligent Platforms Business, GE’s automation and control products software division. The transaction closed on January 31, 2019. Headquartered in Charlottesville, Virginia, USA, the Intelligent Platforms Business has approximately 650 employees worldwide and sales of around US$210 million. The business has a 25-year track record as an industrial automation innovator. The acquisition is an important investment in Emerson’s global portfolio of automation technologies and will enable Emerson, a world leader in automation for process and industrial applications, to become an even stronger player in the automation space. Partner Vikrant Kumar, supported by partners William Vivian John, Gunjan Mishra and Lokesh Shah, led the firm’s team in the transaction, working very closely with Baker & McKenzie as international counsel. General Electric was represented by DLA Piper as international counsel and Trilegal as Indian counsel.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to China SCE Group Holdings on its issuance of US$500 million 8.75 percent senior notes due 2021. The notes are listed in Hong Kong. The transaction closed on January 15, 2019. China SCE Group Holdings is a property developer and property investor in China. Juno Huang led the firm’s team in the transaction, while Sidley Austin acted as Hong Kong and US legal counsel, and Jingtian & Gongcheng as China counsel. Davis Polk & Wardwell acted as US counsel while King & Wood Mallesons acted as China counsel to the initial purchasers.

Maples and Calder (Hong Kong) LLP has also acted as Cayman Islands and BVI counsel to Weimob on its IPO of 301.7 million shares and listing in Hong Kong. Weimob is the leading provider of cloud-based commerce and marketing solutions and targeted marketing services on Tencent’s social networking service platforms for small and medium businesses in China, in terms of revenue in 2017. The offering, which closed on January 15, 2019, raised approximately HK$845 million (US$107.7m). Partner Derrick Kan led the firm’s team in the transaction, while Clifford Chance acted as Hong Kong and US counsel, and JunHe as China counsel. Paul Hastings acted as Hong Kong and US counsel and Jingtian & Gongcheng acted as China counsel to Deutsche Securities and Haitong International, as the sponsors, and to the underwriters.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has acted for Gaw Capital Partners on the S$710 million (US$523.8m) acquisition of the entire issued and paid-up share capital in Arch Investment, a Cayman Islands company whose wholly-owned Singapore subsidiary is the registered proprietor of the property situated at 77 Robinson Road, Singapore. The transaction also involved taking banking facilities from a syndicate of two banks. Partners Norman Ho, Tan Chon Beng and Cindy Quek led the firm’s team in the transaction.

Rajah & Tann Singapore and Christopher & Lee Ong, member firms of Rajah & Tann Asia, has also acted for Royal Hiranandani on the S$93 million (US$68.6m) acquisition of the property situated at 12 Orange Grove, Singapore, from the Malaysia-listed Sime Darby Property. Located in one of Singapore’s most prestigious precincts, the six-storey Darby Park Executive Suites comprises 75 exclusive serviced apartments. The transaction also involved taking banking facilities from Malayan Banking Singapore Branch. Partners Norman Ho, Gazalle Mok, Cindy Quek and Yau Yee Ming led the firm’s team in the transaction.

TT&A has acted as Indian counsel to Green Climate Fund (GCF) on the US$100 million financing to the National Bank for Agriculture and Rural Development (NABARD) to be on-lent by NABARD to Tata Cleantech Capital for setting up solar energy systems in India. GCF is a multilateral entity set up under the UN Framework Convention on Climate Change, while NABARD is a development bank set up in India to support environmentally friendly development. Mumbai partner Sonali Mahapatra led the firm’s team in the transaction. LInklaters, with a team led by finance partner Narayan Iyer, also advised on the deal.

WongPartnership is acting for CapitaLand on its proposal to acquire the Ascendas-Singbridge group of companies controlled by Temasek Holdings. Valued at S$11 billion (US$8.1b), the deal would make CapitaLand the largest diversified real estate group in Asia, with more than S$116 billion (US$85.6b) in assets under management. Partners Ng Wai King, Andrew Ang, Chan Sing Yee, Tan Teck Howe, Joyce Ang, Anna Tan, Lydia Ong and Chan Jia Hui are leading the firm’s team in the transaction.

Deals – January 30, 2019

0

Allen & Gledhill has acted as Singapore counsel to Noble Group on its corporate and financial restructuring. The restructuring involved, among other things, (a) the exchange of approximately US$3.45 billion existing debts with approximately US$1.9 billion of new bonds and preference shares, as well as equity in a special purpose vehicle (New Noble), which is a 70 percent shareholder of Noble Group; (b) a pro rata allocation of 20 percent and 10 percent of New Noble equity to existing shareholders of Noble Group and certain members of New Noble management; (c) the provision of approximately US$800 million new trade finance and hedging support facilities to New Noble; (d) the exchange of US$400 million existing perpetual capital securities with US$25 million of new perpetual capital securities issued by New Noble; and (e) the disposal of substantially all of the assets of Noble Group to New Noble. Partners Leonard Ching, Julie Sim, Christopher led the firm’s team in the transaction.

Allen & Gledhill has also advised Keppel Capital Holdings and City Developments on their S$555.5 million (US$411m) divestment of the commercial property at 51 Bras Basah Road Manulife Centre Singapore 189554. Partners Tan Boon Wah and Shalene Jin led the firm’s team in the transaction.

AZB & Partners has advised Reliance Industries on the Rs23 billion (US$322.4m) acquisition by Jio Futuristic Digital Holdings, Jio Digital Distribution Holdings and Jio Television Distribution Holdings of a controlling interest in Den Networks. Partner Rahul Rai led the firm’s team in the transaction, which was completed on January 21, 2019.

AZB & Partners is also advising SoftBank Vision Fund on the acquisition by its subsidiary, SVF Doorbell, of compulsorily convertible preference shares, amounting to approximately 22 percent of the total share capital, of Delhivery. Partners Vinati Kastia and Daksh Trivedi are leading the transaction, which was signed on January 16, 2019 and is yet to be completed.

Baker McKenzie has advised EQT Mid Market Asia on its acquisition of a 40 percent interest in China Shine, a fast-growing facility management service provider with a focus on the Chinese market. EQT is a leading global private equity group with more than €50 billion (US$57.2b) in raised capital, and more than €22 billion (US$25.2b) invested in portfolio companies across the world. Hong Kong partner Tracy Wut led the firm’s team in the transaction.

Baker McKenzie has also advised SK E&S, a member of SK Group specialising in gas and power business, on its sale of 49 percent stake out of its wholly-owned Paju Energy Service, owner of one of the largest merchant LNG power plants in Korea, to Gen Plus, a wholly-owned subsidiary of Electricity Generating of Thailand (EGCO). The deal was valued at approximately W897 billion (US$803.4m) and used the locked-box mechanism. Seoul partners Won Lee and Winton Kim, supported by Thailand partners Sawanee Sethsathira and Kullapa Stavorn and Hong Kong partner Simon Leung, led the firm’s team in the transaction, while Shin & Kim acted as Korean counsel. EGCO was advised by Hunton Andrews Kurth as lead counsel and Kim & Chang as Korean counsel.

Chandler MHM has advised Singha Estate’s SPrime Growth Leasehold Real Estate Investment Trust (SPrime) on its listing in Thailand on January 23, 2019. Trust unit allocation for the IPO was five times oversubscribed. SPrime was the first Reit established by Singha Estate, one of Thailand’s fastest-growing property developers. Partner Tananan Thammakiat led the firm’s team in the transaction.

Colin Ng & Partners has acted as solicitors for Fund Singapore on a pre-IPO investment round of Biolidics, which successfully listed in Singapore on December 19, 2018. The IPO launch is set to raise approximately S$6.1 million (US$4.5m) in net proceeds, which will be used in developing the company’s clinical services applications and customer segment of Biolidics’ products. It will also advance its pipeline products, through in-house development, investments, M&As, joint ventures and/or strategic collaborations. Partner Christopher Huang led the firm’s team in the transaction.

Davis Polk has advised the managers on a US$300 million Regulation S only high-yield offering by Future Land Development Holdings of its 7.5 percent senior notes due 2021. Founded in Jiangsu, China, Future Land is a leading property developer in the Yangtze River Delta, focusing primarily on the development of residential properties and mixed-use complex projects in China. Partner Gerhard Radtke led the firm’s team in the transaction.

Davis Polk has also advised the managers on a US$250 million Regulation S offering of 13.5 percent senior notes due 2020 by Redco Properties Group. Hong Kong-listed Redco Properties is an integrated residential and commercial property developer, focusing on residential property development in selected major cities in China. Partner Gerhard Radtke also led the firm’s team in the transaction.

J Sagar Associates has advised Vikara Services and its promoters on its round of equity funding from Elevar I-IV AIF and RFE Co-Invest Holdings. Under the brand name Better India, Vikara provides an online marketplace and a curated customer base for SMEs, NGOs, SHGs and individuals to sell their sustainability and social impact-focused products. Partners Probir Roy Chowdhury and Vishnu Nair led the firm’s team in the transaction.

Khaitan & Co has advised Total Gaz Electricite Holdings France on the sale of 26 percent shareholding held by Total in Hazira LNG and Hazira Port to Shell Gas, resulting in Shell holding 100 percent shareholding in both companies. Total operates as an integrated oil and gas company worldwide. The company operates through exploration and production; gas, renewables and power; refining and chemicals; and marketing and services segments. Shell is one of the world’s major energy companies, employing an average of 93,000 people and operating in more than 70 countries. Partner Dibyanshu, supported by partners Manas Kumar Chaudhuri and Sagardeep Rathi, led the firm’s team in the transaction.

Khaitan & Co has also advised Hindusthan National Glass & Industries (HNGI) on a CCPS subscription agreement entered with Lotus One Investment and the promoters of the company. Under the agreement, the company proposes to raise up to US$55.3 million by issuing up to 46 million compulsorily convertible preference shares. The allotment of these shares is subject to the approval of HNGI shareholders and the Competition Commission of India. HNGI is India’s largest container glass manufacturer. The Somany family, including entities owned or controlled by the Somany family, is the promoter of the company. Lotus One Investment is a part of the Lotus Singapore Group, a family office focused on investments in South Asia, primarily in the consumer products, industrial, healthcare, hospitality and logistics sectors, with a general preference for turnaround opportunities. Partner Bhavik Narsana, supported by partner Arindam Ghosh and director Vinita Krishnan, led the firm’s team in the transaction.

King & Wood Mallesons is advising GTA Semiconductor, an indirect wholly-owned subsidiary of China Electronics, on its privatisation, by way of merger by absorption, of Hong Kong-listed Advanced Semiconductor Manufacturing (ASM). Total value of the transaction is approximately HK$2.3 billion (US$293.3m). ASM’s H-shares were delisted in Hong Kong on January 25, 2019. Partners Sheldon Tse (head of corporate and securities practice) and Gong Mulong (head of finance and capital markets group-Beijing), supported by partners Tony Dong (tax-Beijing) and Chai Zhifeng (antitrust-Shanghai), led the firm’s team in the transaction.

Maples and Calder (Hong Kong) is acting as Cayman Islands counsel to a buyer consortium, comprised of Yunfeng Fund III, Yunfeng Fund III Parallel Fund, Taobao China Holding and Boyu Capital Fund III, on the take-private offer the consortium has made to iKang Healthcare Group. A Nasdaq-listed Cayman Islands company, iKang is one of the largest providers in China’s private preventive healthcare space through its nationwide healthcare services network. The transaction closed on January 18, 2019. Partners Greg Knowles and Richard Spooner led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati acted as US counsel. Davis Polk & Wardwell acted as US counsel to iKang Healthcare Group, while Simpson Thacher & Bartlett acted as US counsel to the special committee.

Maples and Calder (Hong Kong) has acted as BVI counsel to China YuHua Education on its issuance of an aggregate of HK$940 million (US$120m) three percent convertible bonds due 2020. China YuHua Education is the largest private education provider of kindergartens and universities, in terms of student numbers. The transaction closed on January 18, 2019. Juno Huang led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as English and Hong Kong counsel and Tian Yuan Law Firm as China counsel. Linklaters acted as English and Hong Kong counsel, while JunHe acted as China counsel to the joint lead managers and the trustee.

SSEK Legal Consultants has advised Risland Sutera Property, part of Country Garden Group, on the acquisition of a plot of land in Alam Sutera, owned by Alam Sutera Realty. Located on the outskirts of Jakarta, the land will be used for a large residential development known as Sky House Alam Sutera. Country Garden Group is one of the largest real estate companies in China. Managing partner Denny Rahmansyah led the firm’s team in the transaction.

SSEK Legal Consultants has also acted as Indonesian counsel to KEB Hana Bank Korea, South Korea’s largest bank by assets and the country’s largest foreign exchange bank, on the acquisition, through a share subscription agreement, by LINE, through its subsidiary LINE Financial Asia, of a 20 percent stake in Bank KEB Hana Indonesia. The transaction is expected to allow LINE, one of the most popular messaging platforms in Indonesia, to expand its digital banking services in the largest economy in Southeast Asia, utilising KEB Hana’s market presence in the country. The parties signed the share subscription agreement on October 26, 2018, but closing will take place only after the acquisition is approved by Indonesia’s Financial Services Authority. The digital banking service is expected to be launched in 2019. Managing partner Denny Rahmansyah led the firm’s team in advising the client and Bank KEB Hana Indonesia, while Bae, Kim & Lee acted as Korean counsel.

WongPartnership has acted for KKR on its investment of up to S$500 million (US$370m) in V3 Group for a significant stake in V3. Partners Mark Choy, Audrey Chng and Kylie Peh led the firm’s team in the transaction.

Deals – January 23, 2019

0

Allen & Gledhill has acted as transaction counsel for NTUC Enterprise Co-operative on its S$320 million (US$169.3m) acquisition of Singapore home-grown food court, coffeeshop and hawker centre operator Kopitiam Investment and its subsidiaries. Partners Prawiro Widjaja, Elsa Chen, Eudora Tan, Shalene Jin, Tay Yong Seng, Eugene Ho, Daren Shiau and Adrian Ang led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel for Auric Pacific Group on its S$218 million (US$160.4m) sale of consumer goods distribution business in Singapore and Malaysia to DKSH Holding(S) and DKSH Holdings (Malaysia). Partners Prawiro Widjaja, Elsa Chen, Fock Kah Yan, Eugene Ho, Daren Shiau, Tham Kok Leong and Sunit Chhabra led the firm’s team in the transaction.

Ashurst and Oentoeng Suria & Partners (OSP) are acting as lead counsel for Indonesian state-owned company Indonesia Asahan Aluminium (Inalum) on its landmark acquisition of a 51.2 percent majority stake in the Grasberg mine, from leading mining companies Freeport-McMoRan and Rio Tinto. Located in Papua, Indonesia, the Grasberg mine is the world’s largest gold mine and second largest copper mine. After the transaction, Inalum’s stake in the Grasberg mine increased from 9.36 percent to 51.2 percent, giving Indonesia majority interest in the mine. Valued at US$3.85 billion, the transfer of a majority interest in the mine from Freeport-McMoRan and Rio Tinto to Inalum represents one of the most significant and complex M&A transactions in the region this year, and Indonesia’s largest-ever divestment by a foreign resources company. The divestment involved a transfer of a 40 percent participating interest from Rio Tinto, issuance of new shares in Freeport Indonesia, merger filings in five different jurisdictions, and a US$4 billion fund raising. Partners Simon Brown and Ratih (Ipop) Nawangsari led the Ashurst/OSP team, advising on the international law and Indonesian law aspects, respectively, of the transaction, which is the largest acquisition by an Indonesian state-owned enterprise.

AZB & Partners has advised International Finance Corporation on its Rs1.01 billion (US$14.2m) acquisition of secured, rated, unlisted, redeemable, non-convertible debentures of Aptus Value Housing Finance India. Partner Gautam Saha led the firm’s team in the transaction, which was completed on January 8, 2019.

AZB & Partners has also advised Agrocel Industries on its acquisition of 100 percent stake in Solaris Chemtech Industries, an Avantha group company. Partner Vaidhyanadhan Iyer led the firm’s team in the transaction, which was completed on December 27, 2018.

Baker McKenzie has advised the Singapore arm of global solar firm REC on the S$585 million (US$430.5m) sale and leaseback of its 25-hectare industrial site in the Tuas South region of Singapore to Australia-based Logos Property. The site accommodates an integrated industrial and warehouse facility, with a total gross floor area of 1.6 million square feet. The deal involved multi-government agencies’ approvals in Singapore and China, as well as multi-jurisdictional guarantees from China and Norway. Principal Geraldine Ong and local principal Sharon Tan from Baker McKenzie’s Singapore member firm, Baker McKenzie Wong & Leow, led the firm’s team in the transaction, which is said to be the largest single-asset industrial deal completed in Singapore in 2018.

Baker McKenzie has also advised Hong Kong-listed Evergrande Health Industry Group on its US$930 million acquisition of 51 percent stake in National Electric Vehicle Sweden (NEVS). A global electric vehicle company based in Sweden, NEVS’ core business is focused on intelligent automobiles. It has previously acquired the core assets and intellectual property rights of Swedish automobile company SAAB Automobile. In China, NEVS has a production facility in Tianjin and is planning to develop a production base in Shanghai. Hong Kong partners Lawrence Lee and Christina Lee, supported by partners Simon Leung (Hong Kong), Singapore member firm Baker McKenzie Wong & Leow principal Sze Shing Tan, and Stockholm partners Anders Fast, Carl Svernlov and Mats Rooth, led the firm’s team in the transaction.

Clove Legal has represented DSG Consumer Partners on a venture capital investment in Arata Zero Chemicals, which is engaged in personal care products. Partner Amit Sirsikar led the firm’s team in the transaction.

Khaitan & Co has advised LTI on the offshore acquisition of 100 percent of the paid-up share capital of Ruletronics Inc and Ruletronics Ltd, through itself and/ or any of its subsidiaries, and on the onshore acquisition of 100 percent of the paid-up share capital of Ruletronics Systems. The total consideration payable by LTI for the acquisition of the three entities is US$7.48 million, which includes the upfront consideration payable and earn-outs. The firm also coordinated the offshore due diligence being conducted by Eversheds Sutherland and the project managing and coordinating with Eversheds Sutherland for the entire transaction. LTI is a global technology consulting and digital solutions company, with more than 250 clients worldwide and operations in 27 countries. LTI provides a wide range of IT and ITES services across sectors, such as automation, enterprise management, cyber security and applications managements. The Ruletronics entities are boutique Pega consulting companies, with customers in banking, insurance, healthcare and retail verticals. The total revenue of the Ruletronics entities for the 12-month period ended March 31, 2018 was approximately US$3.35 million. Partner Niren Patel led the firm’s team in the transaction.

Khaitan & Co has also advised Birlasoft (India) and its promoters, National Engineering Industries and Central India Industries, on the overall transaction, which includes the acquisition of control of the IT business of KPIT Technologies by Birlasoft promoters, through a combination of secondary share purchase, open offer and eventual consolidation of Birlasoft’s IT business into KPIT; the demerger of KPIT’s engineering business into KPIT Engineering (KE) and listing of KE’s shares in India; and the joint control of KPIT and KE by Birlasoft promoters and KPIT promoters. In May 2018 and June 2018, Birlasoft promoters acquired a minor stake in KPIT from KPIT’s public shareholders and promoters, through a combination of secondary share purchase and open offer. Pursuant to the open offer and the secondary share purchase, Birlasoft promoters acquired, along with the KPIT promoters, joint control of KPIT. This is one of the largest M&A transactions in the mid-market IT consultancy sector, and is an innovative and unique structure for implementing the acquisition of KPIT’s IT business by Birlasoft promoters. Partners Haigreve Khaitan, Niren Patela and Ashraya Rao, supported by executive director Vinita Krishnan and partners Mehul Shah, Arindam Ghosh and Anshul Prakash, led the firm’s team in the transaction. AZB & Partners, with a team led by partners Ashwath Rau, Kashish Bhatia and Rahul Rai, represented KPIT Technologies in the transaction, which was valued at approximately Rs45.85 billion (US$644m) and was completed on January 15, 2019.

L&L has advised Fortis Healthcare, a leading integrated healthcare delivery service provider in India, on its acquisition from RHT Health Trust of its asset portfolio of clinical establishments and hospitals in India. This involved the acquisition of equity securities, compulsorily convertible debentures and non-convertible bonds of RHT’s Indian entities from RHT’s wholly-owned subsidiaries. Pursuant to the completion of the transaction, these entities have become direct or indirect wholly-owned subsidiaries of Fortis. Partners Sundeep Dudeja and Vaibhav Kakkar, supported by partner designate Harish Kumar, led the firm’s team in the transaction, which was valued at approximately Rs46.5 billion (US$652.8m) and was completed on January 15, 2019. AZB & Partners, with a team led by partner Dhruv Singhal, advised RHT Health Trust Manager.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Cayman Islands company 360 Finance on its IPO of 3.1 million American Depositary Shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. A leading digital consumer finance platform, 360 Finance is one of the largest internet companies in China, connecting over one billion accumulated mobile devices. The offering, which closed on December 18, 2018, raised approximately US$51 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Commerce & Finance Law Offices acted as US and China counsel, respectively. Kirkland & Ellis and Tian Yuan Law Firm acted as US and China counsel, respectively, to the underwriters.

Maples and Calder (Hong Kong) has also advised GNetworks 7 on a US$320 million series D round funding, led by HOPU Fund, followed by various investors, including existing investors Bank of China Group Investment and Tencent. Headquartered in Beijing’s Zhongguancun Software Park, GNetworks 7 is China’s technology leader for the logistics sector. Its services span all aspects of fleet management, including order processing, short/long haul visibility, asset tracking, dispatch and route planning. Partner Everton Robertson led the firm’s team in the transaction, which was completed on November 2018.

Rajah & Tann Singapore has acted for DeClout on its disposal of shares in a subsidiary, Procurri. DeClout is a global builder of next-generation information and communications technologies companies, which invests in, incubates and scales companies to become global or regional market leaders. Partner Danny Lim led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised Think & Learn on its Series F funding of US$540 million fund raise from Naspers Ventures and CPP Investment Board Private Holdings (3). The transaction also included secondary transfer of shares from certain existing investors and promoters. The proceeds of the investment will be utilised by Think & Learn for meeting its funding requirements to expand internationally and invest in technology to personalise education. The deal was signed in two tranches on November 29 and December 4, 2018, and the closing was completed on December 6 and December 7, 2018, respectively. Partners Amit Khansaheb and Roshan Thomas led the firm’s team in the transaction. AZB & Partners, with a team led by partners Darshika Kothari and Arvind Ramesh, represented CPP Investment Board Private Holdings (3), while Trilegal, with a team led by partner Yogesh Singh, represented Naspers Ventures.

S&R Associates has represented Bertelsmann India Investments on a follow-on investment in the Eruditus group, consisting of Eruditus Executive Education and its online division Emeritus, as part of a US$40 million Series C funding round, which also involves Sequoia Capital India. The firm also represented Bertelsmann on an earlier investment in the company in March 2017. Partner Rachael Israel led the firm’s team in the transaction.

WongPartnership has acted for Temasek Holdings on its investment into Basis AI, which builds scalable and accountable machine learning products for digital enterprises. Partners Mark Choy and Kyle Lee led the firm’s team in the transaction.

Deals – January 16, 2019 

0

Allen & Gledhill has acted as transaction counsel to Mitsui & Co on its approximately M$8.4 billion (US$2b) acquisition of 16 percent of shares in the enlarged share capital of IHH Healthcare from Pulau Memutik Ventures, a wholly-owned subsidiary of Khazanah Nasional. Post completion of the transaction, Mitsui will hold approximately 32.9 percent of the shares, making Mitsui the largest shareholder of IHH. Partners Tan Su May, Christopher Koh, Lauren Chung and Elsa Chen led the firm’s team in the transaction, while Rahmat Lim & Partners, with a team led by partners Chen Lee Won and Ho Wei Lih, advised on the Malaysian part of the transaction.

Ashurst ADTLaw has advised Shanghai Pudong Development Bank as arranger on a S$40 million (US$29.5m) term loan facility to a Singapore-listed real estate development company. Director Lifen Tang led the firm’s team in the transaction.

AZB & Partners is advising Housing Development Finance Corporation, the promoter of Gruh Finance, on the Rs208 billion (US$2.9b) merger, through a scheme of amalgamation, of Gruh Finance with Bandhan Bank. Partners Zia Mody, Ashwath Rau and Anu Tiwari are leading the firm’s team in the transaction, which was signed on January 7, 2019 and is yet to be completed.

AZB & Partners has also advised Shell Gas on its acquisition of 26 percent stake in Hazira LNG and Hazira Port from Total Gaz Electricite Holdings France. Partners Vinati Kastia, Abhishek Shinde and Daksh Trivedi led the firm’s name in the transaction, which was completed on January 8, 2019.

Baker McKenzie has advised Canada Pension Plan Investment Board (CPPIB), one of the leading retirement funds in the world, on its cornerstone investment into GLP Japan Development Partners III (GLP JDP III), the largest ever Japan-focused logistics private real estate fund. CPPIB is the largest investor in GLP JDP III, which is expected to reach ¥625 billion (US$ 5.8b) AUM when fully invested. This is the third Japan-focused logistics partnership between GLP and CPPIB, having previously established GLP Japan Development Venture I and II, GLP’s first two Japan-focused logistics joint ventures with CPPIB, which have reached full capacity. GLP is one of the leading providers of modern logistics facilities in Japan. GLP JDP III will be seeded with GLP Sagamihara, a US$1.2 billion long-term logistics development in Greater Tokyo that will be one of the largest modern logistics parks in Japan when completed. Partner Edwin Wong led the firm’s team in the transaction.

Clifford Chance has advised China Construction Bank as coordinator, underwriter and mandated lead arranger on the US$840 million syndicated loan financing for Zijin Mining Group’s successful cross-border public offer for Canadian mining company Nevsun Resources. Based in Fujian, China, Zijin is a Shanghai and Hong Kong-listed mining company specialising in gold, copper, zinc and other mineral resource exploration and development. It is one of the largest gold and zinc producers in China. Toronto and New York-listed Nevsun currently holds exploration rights in Serbia, Eritrea and Macedonia. The primary syndication comprises eleven Chinese and international banks. Beijing partner Timothy Democratis, supported by New York partner Daniel Winick, led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has advised HDFC Bank as the sole arranger on the issuance of non-convertible debentures by Aqua Space Developers (ASD). The proceeds will be largely used to refinance ASD’s existing debt, availed for the construction of its 17.8 acres residential project ‘My Home Bhooja’ in Hyderabad, Telangana. As part of the transaction, ASD issued unlisted and secured non-convertible debentures for Rs7.5 billion (US$105.5m). Catalyst Trusteeship acted as debenture trustee for the investors. The debenture trust deed and other documents were executed on December 26, 2018, and are expected to be closed by January 31, 2018, subject to necessary approvals. Partner Amey Pathak led the firm’s team in the transaction.

Khaitan & Co has advised Quad/Graphics on the Indian law aspects of its US$132 million acquisition of Periscope and its subsidiary in India, Periscope Printing and Packaging India. This is a very significant transaction, given the overall size of the parties and the several jurisdictions involved on the deal. Quad/Graphics provides print and marketing services in the US, Europe, Latin America and internationally. Partner Rabindra Jhunjhunwala, supported by partner Ritu Shaktawat, led the firm’s team in the transaction.

Khaitan & Co has also advised Aqualite Industries on the Rs2.5 billion (US$35.2m) primary and secondary investment by Lighthouse India III Holdings and Lighthouse India III Employee Trust, resulting in an acquisition of minority stake in Aqualite. Aqualite manufactures and distributes footwear. The third fund of Lighthouse Funds is an India-focused fund, aimed at financing mid cap high growth companies in India serving consumption-driven trends. Partner Bharat Anand led the firm’s team in the transaction.

L&L has advised Bayer and its India-listed subsidiary BayerCrop Science (BCS) on the indirect open offer made by Bayer, as the acquirer and acting in concert with BCS, to the public shareholders of Monsanto India. The aggregate consideration of the open offer, assuming full acceptance, was approximately Rs13.14 billion (US$185m). With this deal, Monsanto would add seed business to Bayer’s already significant crop science and pharmaceutical business in India. Partner Sundeep Dudeja led the firm’s team in the transaction.

Maples and Calder (Hong Kong) LLP has acted as Cayman Islands and BVI counsel to CIFI Holdings on its issue of US$400 million 7.625 percent senior notes due 2021, which closed on January 2, 2019. The notes are listed in Hong Kong. CIFI Holdings is engaged in property development and property investment in China. Partner Lorraine Pao led the firm’s team in the transaction, while Sidley Austin acted as Hong Kong and US counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers.

Maples and Calder (Hong Kong) has also acted as Cayman Islands and BVI counsel to Twinkle Lights Holdings on its issue of US$500 million ten percent senior perpetual capital securities callable 2021. The securities are guaranteed by Greentown China Holdings, a Cayman Islands company listed in Hong Kong. The transaction closed on December 28, 2018. Partner Lorraine Pao also led the firm’s team in the transaction, while White & Case acted as Hong Kong and English counsel to the issuer and the guarantor. Clifford Chance acted as Hong Kong and English counsel to the placing agents and the trustee.

Morgan Lewis Stamford has represented Cheong Sim Lam on the S$353 million (US$260.7m) acquisition of Ascott Raffles Place, a 20-storey conserved building in Singapore’s Central Business District. Director Wai Ming Yap led the firm’s team in the transaction.

Morgan Lewis Stamford has also represented Uber Technologies on the S$350 million (US$258.5m) sale of Lion City Rental, which owns about 9,900 cars that were initially acquired for the ride-sharing business to be conducted in Singapore. Directors Suet-Fern Lee and Wai Ming Yap led the firm’s team in the transaction.

Rajah & Tann Singapore has acted for Razer (Asia-Pacific) on its build-to-suit lease from Boustead Project’s joint venture company of its new South-East Asia headquarters at One-North, Singapore. This is the first building that will be customised to its requirements and use, representing the company’s support for the development of technological innovation and a strong technology pool in Singapore. Hong Kong-listed Razer is a world leader in high-performance gaming hardware, software and services. Partner Chou Ching led the firm’s team in the transaction.

Rajah & Tann Singapore is also advising DeClout on a voluntary conditional cash offer by KPMG Corporate Finance, for and on behalf of Exeo Global, to acquire all the issued and paid-up ordinary shares in the capital of DeClout, other than those held, directly or indirectly, by Exeo Global as at the date of the offer. Partner Danny Lim is leading the firm’s team in the transaction.

SSEK Legal Consultants has acted as Indonesian counsel to General Electric on the acquisition by global private equity firm Advent International of GE’s distributed power business. The global value of the acquisition was US$3.25 billion. GE’s distributed power business is best known for manufacturing the Jenbacher and Waukesha gas engines, which generate electricity for towns and factories around the world. Partner Dewi Savitri Reni led the firm’s team in the transaction. The firm, with DLA Piper (Singapore), assisted GE in structuring and handling the formation of the Indonesian entity to be acquired as part of the global transaction. This Indonesian entity engages in the importation of gas engines.

WongPartnership has acted as Singapore counsel to Tokyo Century on its investment into Grab Rentals, taking Tokyo Century’s total investment into Grab to US$175 million. Partners Lydia Ong and Kylie Peh led the firm’s team in the transaction.

WongPartnership has also acted for ARA Asset Management on its 50:50 joint venture with Chelsfield Asia for the joint acquisition of Manulife Centre for approximately S$555.5 million (US$410.3m). Partner Low Kah Keong led the firm’s team in the transaction.

Deals – January 9, 2019 

0

Allen & Gledhill has acted as transaction counsel to Keppel Reit Management, as manager of Keppel Reit, on the S$537.3 million (US$396m) divestment of the 20 percent stake in Ocean Financial Centre, Singapore to Allianz Real Estate. The acquisition marks the first core office investment in Singapore by Allianz. Ocean Financial Centre is a Grade A office tower located within Singapore financial precincts, with retail component on its ground floor and basement level. Deputy managing partner Jerry Koh and partners Teh Hoe Yue, Jonathan Lee, Ho Kin San and Lim Mei Ann led the firm’s team in the transaction, while partners Richard Young, Eudora Tan, Shalene Jin and Kok Chee Wai led the firm’s separate team which advised Allianz.

Allen & Gledhill has also acted as transaction counsel to V3 Group on the investment of up to S$500 million (US$368m) in V3 Group by KKR, through a mixture of share acquisitions, share subscriptions and the exercise of options. Partners Andrew Lim and Lee Kee Yeng led the firm’s team in the transaction.

Allen & Overy has advised Bangkok Bank and Thanachart Bank, as lead arrangers, on the Ministry of Finance of the Lao People’s Democratic Republic’s Bt7 billion (US$218.5m) sovereign bond issuance. The issuance comprises four tranches: approximately Bt1.8 billion (US$56.2m) 4.3 percent notes due 2021, Bt2.54 billion (US$79.3m) five percent notes due 2023, Bt541.5 million (US$16.9m) six percent notes due 2028 and Bt2.1 billion (US$65.5m) 6.45 percent notes due 2030. Proceeds of the bonds will be used for general purposes, including a number of investment projects and to repay existing loans from Thai financial institutions. Partner Stephen Jaggs, supported by partner Jeremy Stoupas, led the firm’s team in the transaction.

Ashurst has acted as external counsel to AGL, a leading electricity and gas provider in Australia, on a long-term FSRU charter party with Höegh LNG for AGL’s proposed gas import jetty project at Crib Point in Victoria, Australia. The FSRU charter party, which was signed on December 21, 2018, covers the charter of the FSRU from Höegh LNG, together with LNG regasification and natural gas send out services, for a period of ten years, and is conditional upon a final investment decision by AGL and regulatory approval. The FSRU is a critical component of AGL’s proposed gas import jetty project, which aims to import LNG at competitive prices, increasing certainty of supply of affordable natural gas to the Australian market. Singapore energy partner Daniel Reinbott, supported by Australia partners Michael Harrison, Justin Jones and Peter McCullough, led the firm’s team in the transaction. Höegh LNG was advised by Sands, with a team led by Oslo partner Guy Leonard.

AZB & Partners is advising International Finance Corporation on its acquisition of Rs1.01 billion (US$14.4m) secured, rated, unlisted, redeemable, non-convertible debentures of Aptus Value Housing Finance India. Partner Gautam Saha is leading the firm’s team in the transaction, which was signed on December 24, 2018 and is yet to be completed.

AZB & Partners is also advising Warburg Pincus and Lemon Tree Hotels on the Rs15 billion (US$213.6m) acquisition by Warburg Pincus, through its affiliate Magnolia Grove Investment, of 68 percent, by Lemon Tree Hotels of 30 percent, and by Patanjali Govind Keswani of two percent share of Hamstede Living. Partners Anil Kasturi and Nandita Govind are leading the firm’s team in the transaction, which was signed on December 27, 2018 and is yet to be completed.

Colin Ng & Partners has advised Kalms, an associate of Ellipsiz, on a 50-50 joint venture with celebrity chef Justin Quek’s JQ Global restaurant consultancy. The new JV company, Chef & Chefs, will produce premium brands ready-to-eat meals, for sale via vending machines, and will become the exclusive distributor of such products. This JV will allow Kalms to have more control over its product range, thus enabling it to reap gains through its direct involvement from production to sale. Partner Ken Chia led the firm’s team in the transaction.

Dentons is advising Tongchuangjiuding Investment Management Group (Jiuding) on its HK$21.5 billion (US$2.7b) disposal of 100 percent equity interest in FTLife Insurance Company to NWS Holdings, the infrastructure, logistics and transport services unit of conglomerate New World Development. Jiuding previously acquired FTLife from Brussels-based insurance firm Ageas for US$1.4 billion back in 2016. FTLife is one of Hong Kong’s biggest life insurance firms. If completed, it will mark one of the largest insurance M&A deals ever in Hong Kong. Hong Kong corporate partner Gordon Ng, supported by Beijing partners Li Shoushuang and Emilia Shi, is leading the firm’s team in the transaction. Sullivan & Cromwell (Hong Kong), with a team led by Hong Kong corporate partners Kay Ian Ng and Garth Bray, is representing NWS Holdings.

J Sagar Associates has advised Antony Waste Handling Cell (AWHC) and Equirus Capital (EC) on AWHC’s proposed IPO. AWHC filed a draft red herring prospectus on December 24, 2018 with the Securities and Exchange Board of India, for an IPO comprising of a fresh issue of equity shares aggregating up to Rs435 million (US$6.2m) and an offer for sale of up to 9.44 million equity shares by certain AWHC existing shareholders. AWHC is one of the top five players in the Indian municipal solid waste management industry, with an established track record of 17 years. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

J Sagar Associates is also representing West Bengal State Electricity Distribution Company on a petition before the Delhi High Court, challenging the recent amendments to the CERC Deviation Settlement Mechanism Regulations. The amended regulations, which will come into effect on January 1, 2019, introduces disproportionately high penalties on both intra-day and end-of-day deviations, which will result in huge financial impact on discoms. There is also a question on workability of the regulations, since parties are required to correct deviations within 90 minutes, whereas intra-day / spot trading of power takes at least three hours to implement. The amended regulations will ultimately lead to a huge impact on consumers, because discoms will either have to procure additional power to provide sufficient margin or indulge in load shedding. Senior partner Amit Kapur and partner Vishrov Mukerjee are leading the firm’s team in representing the client.

Khaitan & Co has advised Tenaga Nasional on an investment by its subsidiary, Topaz Energy, of up to Rs2.26 billion (US$32m), by way of subscription to compulsorily convertible debentures and equity shares issued by GMR Bajoli Holi Hydropower. The transaction represented last mile funding, and posed several structural challenges, since the investor is a strategic FDI investor, and the investment has to be structured, taking into account prevailing shareholding requirements under captive generation norms. Structuring also had to take into account Tenaga Nasional’s existing interest, through its subsidiary Power and Energy International (Mauritius), in GMR Energy. Tenaga Nasional is the largest electric utility company in Malaysia and the largest power company in Southeast Asia. Partners Akhil Bhatnagar, Gahan Singh, Vivek Mimani, Deepak Jodhani and Sagardeep Rathi led the firm’s team in the transaction.

Khaitan & Co has also advised Dewan Housing Finance (DHF) on the disinvestment of its entire stake in DHF Pramerica Asset Managers and DHF Pramerica Trustees to PGLH of Delaware Inc. The transaction is an exit by the DHF group in the joint venture target companies, where DHF directly and indirectly holds 50 percent. DHF Pramerica Mutual Fund is a 50.50 joint venture between DHF and Pramerica Financial. DHF Pramerica Asset Managers acts as the investment manager of DHF Pramerica Mutual Fund. DHF Pramerica Trustees is the trustee of DHF Pramerica Mutual Fund. Partner Ashraya Rao led the firm’s team in the transaction.

L&L has advised Life Healthcare, one of South Africa’s largest private healthcare providers, on exiting its equity investment in Max Healthcare Institute, a leading healthcare chain in India operating state of the art hospitals in North India. The transaction involved the approximately US$293 million sale of Life Healthcare’s entire equity stake, approximately 49.7 percent of the share capital of MHI, to Radiant Life Care, which is backed by Kohlberg Kravis Roberts and Co. The transaction formed part of the larger transaction, whereby Radiant would merge into MHI, MIL would demerge its non-healthcare assets, and the residual MIL entity would merge into the merged MHI. The final MHI entity, post completion of the above steps, would be valued in excess of US$1 billion. The closure of the transaction is subject to regulatory approvals. Partner Alina Arora, supported by partners Lokesh Shah and GR Bhatia and partner designate Harish Kumar, led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Cayman Islands company Mogu on its IPO of 4.75 million American Depositary Shares, representing its Class A ordinary shares, and the listing of such ADSs in New York. Mogu is a leading online fashion retailer in China. The offering, which closed on December 10, 2018, raised approximately US$67 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted as US counsel to Morgan Stanley & Co, Credit Suisse Securities (USA) and China Renaissance Securities (Hong Kong), as the underwriters.

Maples and Calder (Hong Kong) has also advised Emotibot Technologies on a US$30 million series B round funding, led by China Development Financial, followed by Cathy Holdings. Emotibot Technologies’ existing investors Ecovacs and Advantech Capital participated in this new funding round. Light House Capital served as exclusive financial adviser in the transaction. Founded in Shanghai in 2015, Emotibot Technologies is a Chinese artificial intelligence-powered communicational robotics solution developer. Partner Everton Robertson led the firm’s team in the transaction, which closed in November 2018.

Rajah & Tann Singapore has acted for FEC Skypark on the S$407.32 million (US$300.2m) purchase of all the strata lots and common property in the residential developments known as Hollandia and The Estoril, both freehold developments situated in prime District 10 at Holland Road, Singapore. Partners Norman Ho and Gazalle Mok led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted for DC Reit Holdings on its acquisition of the balance 77.6 percent stake in PRE 1 Investments, owned by Divine (AMT), for approximately S$56.6 million (US$41.7m), subject to agreed adjustments. PRE 1 holds the property known as “I12 Katong” located at 112 East Coast Road Singapore, indirectly through Katong Retail Trust, a special purpose trust established in Singapore. Partners Danny Lim, Norman Ho and Benjamin Tay led the firm’s team in the transaction.

SSEK Legal Consultants has advised Pertamina, the Indonesian state-owned oil and natural gas corporation, on the formation of the Indonesian Oil and Gas Holding SOE, a US$4 billion deal that results in the creation of Indonesia’s largest state-owned holding company. The deal closed on December 28, 2018. The firm worked on this two-stage deal since 2012. It represented the Indonesian Ministry of State-Owned Enterprises in the first stage of the deal, and then acted for Pertamina in the second stage. In the first stage, Government of Indonesia (GOI) Class B shares in Perusahaan Gas Negara (PGN), Indonesia’s largest natural gas transportation and distribution company, were transferred to Pertamina, resulting in an additional US$2.7 billion capital owned by the GOI in Pertamina. In the recently completed second stage, 51 percent of shares in Pertamina subsidiary Pertamina Gas (Pertagas) owned by Pertamina were transferred to PGN, with a purchase price of US$1.35 billion. Founding partner Ira Eddymurthy and partner Dewi Savitri Reni led the firm’s team in the transaction.

S&R Associates has represented Bertelsmann India Investments on an investment in the operator of LetsTransport, a last-mile logistics provider, as part of a Rs1 billion (US$14.3m) financing round also involving other investors. Partner Rachael Israel led the firm’s team in the transaction.

Wong & Partners, the member firm of Baker McKenzie International in Malaysia, has advised Media Prima on the sale of two properties and a vacant land owned by its 98.17 percent-owned subsidiary, The New Straits Times Press (Malaysia) (NSTP), to PNB Development (PNBD) for a total cash consideration of M$280 million (US$68m) and the subsequent tenancy of the properties located in Bangsar and Shah Alam by NSTP from PNBD. Deputy managing partner Munir Abdul Aziz led the firm’s team in the transaction, which was completed on December 28, 2018.

Deals – December 19, 2018

0

Allen & Gledhill has advised The Hongkong and Shanghai Banking Corporation, DBS Bank, Malayan Banking Singapore Branch and Sumitomo Mitsui Banking Corporation Singapore Branch, as the arrangers, on the S$1.25 billion (US$909.4m) term loan facilities to Ho Bee (One-North). The proceeds of the facilities are to be applied towards, inter alia, refinancing the existing facilities. Partner Lim Wei Ting led the firm’s team in the transaction.

Ashurst has advised Mercuria Investment and its concert parties on the successful defence of the hostile takeover offer for Hong Kong-listed Spring Reit made by PAG. Mercuria Investment is a private equity firm based in Japan. Mercuria Investment and its concert parties are the largest shareholding group and owner of the manager of Spring Reit. PAG is an Asian-based alternative investment management group. This is a very rare example of a hostile takeover offer in Hong Kong and the first hostile offer for a Hong Kong-listed Reit. Hong Kong partner Chin Yeoh led the firm’s team in the transaction.

AZB & Partners has advised Bain Capital Private Equity on the Rs46 billion (US$636m) acquisition by BCPE Max Dutch Bidco of 100 percent of the issued share capital of DSM Sinochem Pharmaceuticals and Gist-Brocades International. Partners Nandita Govind and Anisha Shridhar led the firm’s team in the transaction, which was signed on June 29, 2018 and completed on October 31, 2018.

AZB & Partners has also advised Hero Cycles on the acquisition by Godrej Properties, its affiliates and APG of equity stake in Munjal Hospitality from Hero Cycles. Senior partner Hardeep Sachdeva and partner Abhishek Awasthi led the firm’s team in the transaction, which was signed on November 19, 2018 and is yet to be completed.

Clifford Chance has advised L Catterton Asia on its significant investment in Will’s Group, the holding company of Will’s Fitness, China’s leading provider of membership-based fitness facilities and services, with more than 130 fitness clubs across 12 cities. The investment will help accelerate the growth of Will’s Fitness in the premium fitness sector. L Catterton Asia is the Asian unit of the largest consumer-focused private equity firm in the world, formed through the partnership of Catterton, LVMH and Groupe Arnault. China co-managing partner Terence Foo and Singapore partner Melissa Ng led the firm’s team in the transaction.

Clifford Chance has also advised iDreamSky Technology Holdings on its US$107 million IPO and listing in Hong Kong. Shenzhen-based iDreamSky is a leading publisher of mobile games, such as Gardenscapes, Temple Run 2 and Subway Surfer, and a key player in the digital entertainment industry in China. China co-managing partner Tim Wang, supported by partners Amy Lo and Liu Fang, led the firm’s team in the transaction, while Maples and Calder (Hong Kong), with a team led by partner Richard Spooner, acted as Cayman Islands counsel and Han Kun Law Offices acted as China counsel. Kirkland & Ellis and Grandall Law Firm acted as Hong Kong and US counsel and China counsel, respectively, to Credit Suisse, China Merchants Securities, CICC, SPDB, Haitong Securities and Futu Securities, as the underwriters.

Cyril Amarchand Mangaldas has advised Hindustan Unilever (HU) on its scheme of amalgamation with GlaxoSmithKline Consumer Healthcare (GSKCH) for the amalgamation of GSKCH with HU, in consideration for shares to be issued by HU to GSKCH shareholders. The transaction is subject to regulatory approvals, including from the CCI, the stock exchanges, SEBI, the jurisdictional benches of the National Company Law Tribunal, as well as the respective shareholders and creditors of the entities. The boards of directors of HU and GSKCH approved the scheme on December 3, 2018, and the closing of the transaction will occur after receipt of the regulatory approvals. Mumbai managing partner Cyril Shroff and corporate partners Nivedita Rao (Bangalore) and Ramgovind Kuruppath (Mumbai), supported by partners Ranjan Negi (New Delhi-intellectual property), Bharat Budholia (Mumbai-competition law) and Daksha Baxi (Mumbai head of taxation), led the firm’s team in the transaction. Baker & McKenzie advised Unilever UK. AZB & Partners, with a team led by partners Ajay Bahl, Ravi Prakash, Vinati Kastia and Daksh Trivedi, advised GSKCH, while Slaughter & May advised the GSK Group.

HSA Advocates has advised Hero Electric Vehicles and its promoters on its maiden fund raising from outside the Munjal family. India’s largest electric scooter maker Hero Electric Vehicles, which has 45 percent share of the country’s electric two-wheeler market, raised Rs1.6 billion (US$22m) from Mumbai-based portfolio manager Alpha Capital Advisers and Mauritius-based fund V’Ocean Investments to build its second factory, develop new products, acquire new technology and expand dealer network. Alpha Capital Advisers and V’Ocean Investments jointly acquired a 22 percent stake in Hero Electric Vehicles, by way of primary subscription of equity shares and compulsory convertible debentures. Senior partner Aparajit Bhattacharya, partner Harvinder Singh and associate partner Devika Chadha led the firm’s team in the transaction. Cyril Amarchand Mangaldas advised Alpha Capital Advisers and V’Ocean Investments.

J Sagar Associates has advised iSON Xperiences (formely iSON BPO), one of the largest outsourcing and customer experience partners operating in 14 countries in Africa and in India, on its structured loan and equity investment by Gulf Capital and AfricInvest. Gulf Capital, one of the largest and most active alternative asset management firms in the Middle East, and AfricInvest, a leading pan-African mid-cap-focused private equity firm, have partnered for the first time to provide a total debt and equity commitment of US$25.5 million each. Proceeds from the co-investment will be used for growth and working capital, as well as for acquiring shares from a minority investor. Partners Upendra Nath Sharma, Pallavi Puri, Divyanshu Pandey and Arpita Garg led the firm’s team in the transaction.

J Sagar Associates has also advised the State Bank of India on the listing of US$650 million green bonds and its US$10 billion medium term note programme in India. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the firm’s team in the transaction.

Khaitan & Co has advised Zydus Wellness on the preferential issue of approximately 7.2 million equity shares to True North Fund V and True North Fund VI for approximately Rs10 billion (US$138.3m), 723,589 equity shares to Pioneer Investment Fund for approximately Rs1 billion (US$13.8m), and approximately 10.7 million equity shares to Cadila Healthcare and Zydus Family Trust, part of Zydus Wellness’ promoter group, for approximately Rs14.75 billion (US$204m), in connection with raising funds for financing the acquisition of 100 percent stake in the Heinz India. A listed subsidiary of Calida Healthcare, Zydus Wellness spearheads the Zydus Cadila group’s presence in the consumer health segment. On the back of pioneering brands, such as Sugar Free, EverYuth and Nutralite, combined with innovations offering new benefits to consumers, Zydus Wellness has a strong brand equity in the consumer health and wellness segment in the FMCG sector. Executive director Sudhir Bassi and partners Bhavik Narsana, Arindam Ghosh and Madhur Kohli led the firm’s team in the transaction.

Khaitan & Co has also advised Dreamplug Technologies and Kunal Shah on the US$22.5 million primary investment, via Series A funding, by SCI Investments V (Sequoia), Ribbit Capital Mauritius IV, Gemini Investments, Ru-Net Investments, Anxa Holding and M Vision in Dreamplug Technologies. Dreamplug Technologies acts as a platform to disseminate coupons and vouchers of different brands to its user base and aggregate the credit card bill payment options through payment gateways. Partner Vineet Shingal led the firm’s team in the transaction.

Kirkland & Ellis has advised FountainVest Partners, as a member of an investor consortium, on a voluntary public tender offer for all the shares in Helsinki-listed Amer Sports, a Finnish sporting goods company with internationally recognised brands, including Salomon, Arc’teryx, Peak Performance, Atomic, Mavic, Suunto, Wilson and Precor. The transaction is valued at approximately €5.6 billion (US$6.34b). The investor consortium comprised Hong Kong-listed ANTA Sports Products, FountainVest Partners, an affiliate of Chip Wilson (founder of lululemon athletica inc) and Tencent Holdings. Corporate partners Daniel Dusek and Nicholas Norris, debt finance partners David Irvine and David Couper, and investment funds partners Justin Dolling and Jennifer Feng, led the firm’s team in the transaction.

L&L has advised Apollo Hospitals Enterprise (AHE) on the restructuring of its business, particularly the divestment of its front-end retail pharmacy business. The transaction involved investment by domestic investors Jhelum Investment Fund-I, Hemendra Kothari and ENAM Securities, by subscription of equity shares representing 74.5 percent of the share capital of Apollo Medicals. The remaining 25.5 percent of the share capital is to be held by AHE. Post such subscription, the transaction contemplated AHE’s divestment of its front-end retail pharmacy business into Apollo Pharmacies, a wholly-owned subsidiary of Apollo Medicals, to be accompanied by the execution of a long-term supply agreement between AHE and Apollo Pharmacies. Additionally, the companies agreed to enter into a brand licensing agreement, whereby Apollo Pharmacies would licence the Apollo Pharmacy brand to the front-end stores and online pharmacy operations. The transaction will lead to an infusion of approximately Rs1.07 billion (US$14.8m). Further, approximately Rs5.28 billion (US$73m) is paid for the divestment of the pharmacy business. Partners Sundeep Dudeja and Vaibhav Kakkar led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as BVI counsel to Shandong Iron and Steel Xinheng International Company on its issuance of US$450 million 8.5 percent guaranteed bonds due 2021. The bonds are guaranteed by Shandong Iron & Steel Group and are listed in Hong Kong. The guarantor is a leading steel producer in China. Partner Lorraine Pao led the firm’s team in the transaction, while Deacons acted as Hong Kong and English counsel to the issuer and guarantor. Linklaters acted as Hong Kong and English counsel to the joint lead managers.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Yunnan Provincial Energy Investment Group on its issue of US$200 million 6.25 percent notes due 2021. Yunnan Provincial Energy invests in and manages energy, natural gas and coal energy businesses worldwide. Partner Derrick Kan led the firm’s team in the transaction, while Herbert Smith Freehills acted as English and Hong Kong counsel and Beijing Dentons Law Offices acted as China counsel. Linklaters acted as English and Hong Kong counsel while Jingtian & Gongcheng acted as China counsel to Citigroup, HSBC and BOC International, as the lead managers.

Mayer Brown has advised Sumitomo Metal Mining, acting in a consortium with its partner Sumitomo Corporation, on the US$1.2 billion acquisition from Teck Resources of a 30 percent indirect interest in Compañia Minera Teck Quebrada Blanca, which owns the Quebrada Blanca Phase 2 project, the second phase of the Quebrada Blanca copper mine in Chile. The consideration payable by Sumitomo Metal Mining and Sumitomo Corporation consists of an US$800 million earn-in contribution and a US$400 million matching contribution made through a jointly-held entity. Further supplemental payments will be made upon the mine achieving agreed throughputs and following a major project expansion. The initial proceeds of the transaction will be used to fund construction of the project, with the first production targeted for the second half of 2021. The mine is expected to produce 316,000 tonnes per annum of copper equivalent in the first full five years. Head of the Africa and mining practices Ian Coles (London), corporate and securities partners Rob Hamill (London) and Satoru Murase (New York), supported by corporate and securities partners Connor Cahalane (London), Rebecca Bothamley (London) and Thomas Moore (Houston), banking and finance partner Rachel Speight (London) and construction and engineering partner Jonathan Hosie (London), led the firm’s team in the transaction.

Skadden, Arps, Slate, Meagher & Flom & Affiliates has advised Cenova Capital, a leading sponsor of healthcare-focused private equity funds in China, on the closing of its first US dollar-denominated fund at US$240 million. Combined with Rmb2.1 billion (US$304.4m) from its fourth Rmb fund raised early this year, Cenova expects to invest over US$500 million into healthcare and life sciences companies in China in the next few years. Cenova’s US$ fund received support from its existing international investor base, including sovereign wealth funds, insurance and financial institutions, funds of funds, as well as multinational companies specialising across the healthcare value chain and in other industries.

White & Case has advised the Japan Bank for International Cooperation (JBIC) on its loan agreement with Takeda Pharmaceutical, amounting up to US$3.7 billion (JBIC’s portion), to finance part of the funds required for acquiring Shire in Ireland. The total amount required for acquisition is approximately £46 billion (US$57.8b). The loan is co-financed by private financial institutions, bringing the total co-financing amount to US$15.7 billion equivalent. Through the acquisition, Takeda aims to strengthen its gastroenterology and neuroscience areas, as well as establish a leading position in pharmaceuticals for rare diseases and plasma-derived therapies, which can accelerate transformation to a global R&D-driven pharmaceutical company headquartered in Japan. In addition, Shire has a large sales proportion in the US market, the largest market in the world and projected to continue to grow at a high rate. The acquisition will therefore drive further growth overseas and is expected to make Takeda one of the top ten pharmaceutical companies in the world, based on sales. Tokyo partners Toshio Dokei and Simon Collins, supported by London partners Philip Broke and Jacqueline Evans, led the firm’s team in the transaction.

Wong & Partners, the member firm of Baker McKenzie International in Malaysia, has advised Navis Capital Partners on the sale of its controlling interest in Alliance Cosmetics Group to Tokyo-listed Mandom, a manufacturer and distributor of hair care, skin care, cosmetics and fragrances based in Japan. Alliance is a leading colour cosmetic business in Southeast Asia, with headquarters in Malaysia and a brand presence spanning Malaysia, Singapore, Indonesia, Brunei, Philippines, Vietnam and Indochina. It distributes a full range of colour cosmetics, hair colour and fragances under the “SILKYGIRL” brand and also distributes third party personal care products. Partner Stephanie Phua led the firm’s team in the transaction, which was signed on November 22, 2018.

WongPartnership has advised Dymon Asia Private Equity (SE Asia) Fund II on its investment in Meiban, a leading injection molding company producing high quality injection molded plastic products for multinational customers in consumer electronics, business and IT equipment and medtech industries. Partners Andrew Ang, Christy Lim and Anna Tan led the firm’s team in the transaction.

Deals – December 12, 2018 

0

Allen & Gledhill has advised The Hongkong and Shanghai Banking Corporation, DBS Bank, Malayan Banking Singapore Branch and Sumitomo Mitsui Banking Corporation Singapore Branch, as the arrangers, on the S$1.25 billion (US$909.4m) term loan facilities to Ho Bee (One-North). The proceeds of the facilities are to be applied towards, inter alia, refinancing the existing facilities. Partner Lim Wei Ting led the firm’s team in the transaction.

Ashurst has advised Mercuria Investment and its concert parties on the successful defence of the hostile takeover offer for Hong Kong-listed Spring Reit made by PAG. Mercuria Investment is a private equity firm based in Japan. Mercuria Investment and its concert parties are the largest shareholding group and owner of the manager of Spring Reit. PAG is an Asian-based alternative investment management group. This is a very rare example of a hostile takeover offer in Hong Kong and the first hostile offer for a Hong Kong-listed Reit. Hong Kong partner Chin Yeoh led the firm’s team in the transaction.

AZB & Partners has advised Bain Capital Private Equity on the Rs46 billion (US$636m) acquisition by BCPE Max Dutch Bidco of 100 percent of the issued share capital of DSM Sinochem Pharmaceuticals and Gist-Brocades International. Partners Nandita Govind and Anisha Shridhar led the firm’s team in the transaction, which was signed on June 29, 2018 and completed on October 31, 2018.

AZB & Partners has also advised Hero Cycles on the acquisition by Godrej Properties, its affiliates and APG of equity stake in Munjal Hospitality from Hero Cycles. Senior partner Hardeep Sachdeva and partner Abhishek Awasthi led the firm’s team in the transaction, which was signed on November 19, 2018 and is yet to be completed.

Clifford Chance has advised L Catterton Asia on its significant investment in Will’s Group, the holding company of Will’s Fitness, China’s leading provider of membership-based fitness facilities and services, with more than 130 fitness clubs across 12 cities. The investment will help accelerate the growth of Will’s Fitness in the premium fitness sector. L Catterton Asia is the Asian unit of the largest consumer-focused private equity firm in the world, formed through the partnership of Catterton, LVMH and Groupe Arnault. China co-managing partner Terence Foo and Singapore partner Melissa Ng led the firm’s team in the transaction.

Clifford Chance has also advised iDreamSky Technology Holdings on its US$107 million IPO and listing in Hong Kong. Shenzhen-based iDreamSky is a leading publisher of mobile games, such as Gardenscapes, Temple Run 2 and Subway Surfer, and a key player in the digital entertainment industry in China. China co-managing partner Tim Wang, supported by partners Amy Lo and Liu Fang, led the firm’s team in the transaction, while Maples and Calder (Hong Kong), with a team led by partner Richard Spooner, acted as Cayman Islands counsel and Han Kun Law Offices acted as China counsel. Kirkland & Ellis and Grandall Law Firm acted as Hong Kong and US counsel and China counsel, respectively, to Credit Suisse, China Merchants Securities, CICC, SPDB, Haitong Securities and Futu Securities, as the underwriters.

Cyril Amarchand Mangaldas has advised Hindustan Unilever (HU) on its scheme of amalgamation with GlaxoSmithKline Consumer Healthcare (GSKCH) for the amalgamation of GSKCH with HU, in consideration for shares to be issued by HU to GSKCH shareholders. The transaction is subject to regulatory approvals, including from the CCI, the stock exchanges, SEBI, the jurisdictional benches of the National Company Law Tribunal, as well as the respective shareholders and creditors of the entities. The boards of directors of HU and GSKCH approved the scheme on December 3, 2018, and the closing of the transaction will occur after receipt of the regulatory approvals. Mumbai managing partner Cyril Shroff and corporate partners Nivedita Rao (Bangalore) and Ramgovind Kuruppath (Mumbai), supported by partners Ranjan Negi (New Delhi-intellectual property), Bharat Budholia (Mumbai-competition law) and Daksha Baxi (Mumbai head of taxation), led the firm’s team in the transaction. Baker & McKenzie advised Unilever UK. AZB & Partners, with a team led by partners Ajay Bahl, Ravi Prakash, Vinati Kastia and Daksh Trivedi, advised GSKCH, while Slaughter & May advised the GSK Group.

HSA Advocates has advised Hero Electric Vehicles and its promoters on its maiden fund raising from outside the Munjal family. India’s largest electric scooter maker Hero Electric Vehicles, which has 45 percent share of the country’s electric two-wheeler market, raised Rs1.6 billion (US$22m) from Mumbai-based portfolio manager Alpha Capital Advisers and Mauritius-based fund V’Ocean Investments to build its second factory, develop new products, acquire new technology and expand dealer network. Alpha Capital Advisers and V’Ocean Investments jointly acquired a 22 percent stake in Hero Electric Vehicles, by way of primary subscription of equity shares and compulsory convertible debentures. Senior partner Aparajit Bhattacharya, partner Harvinder Singh and associate partner Devika Chadha led the firm’s team in the transaction. Cyril Amarchand Mangaldas advised Alpha Capital Advisers and V’Ocean Investments.

J Sagar Associates has advised iSON Xperiences (formely iSON BPO), one of the largest outsourcing and customer experience partners operating in 14 countries in Africa and in India, on its structured loan and equity investment by Gulf Capital and AfricInvest. Gulf Capital, one of the largest and most active alternative asset management firms in the Middle East, and AfricInvest, a leading pan-African mid-cap-focused private equity firm, have partnered for the first time to provide a total debt and equity commitment of US$25.5 million each. Proceeds from the co-investment will be used for growth and working capital, as well as for acquiring shares from a minority investor. Partners Upendra Nath Sharma, Pallavi Puri, Divyanshu Pandey and Arpita Garg led the firm’s team in the transaction.

J Sagar Associates has also advised the State Bank of India on the listing of US$650 million green bonds and its US$10 billion medium term note programme in India. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the firm’s team in the transaction.

Khaitan & Co has advised Zydus Wellness on the preferential issue of approximately 7.2 million equity shares to True North Fund V and True North Fund VI for approximately Rs10 billion (US$138.3m), 723,589 equity shares to Pioneer Investment Fund for approximately Rs1 billion (US$13.8m), and approximately 10.7 million equity shares to Cadila Healthcare and Zydus Family Trust, part of Zydus Wellness’ promoter group, for approximately Rs14.75 billion (US$204m), in connection with raising funds for financing the acquisition of 100 percent stake in the Heinz India. A listed subsidiary of Calida Healthcare, Zydus Wellness spearheads the Zydus Cadila group’s presence in the consumer health segment. On the back of pioneering brands, such as Sugar Free, EverYuth and Nutralite, combined with innovations offering new benefits to consumers, Zydus Wellness has a strong brand equity in the consumer health and wellness segment in the FMCG sector. Executive director Sudhir Bassi and partners Bhavik Narsana, Arindam Ghosh and Madhur Kohli led the firm’s team in the transaction.

Khaitan & Co has also advised Dreamplug Technologies and Kunal Shah on the US$22.5 million primary investment, via Series A funding, by SCI Investments V (Sequoia), Ribbit Capital Mauritius IV, Gemini Investments, Ru-Net Investments, Anxa Holding and M Vision in Dreamplug Technologies. Dreamplug Technologies acts as a platform to disseminate coupons and vouchers of different brands to its user base and aggregate the credit card bill payment options through payment gateways. Partner Vineet Shingal led the firm’s team in the transaction.

Kirkland & Ellis has advised FountainVest Partners, as a member of an investor consortium, on a voluntary public tender offer for all the shares in Helsinki-listed Amer Sports, a Finnish sporting goods company with internationally recognised brands, including Salomon, Arc’teryx, Peak Performance, Atomic, Mavic, Suunto, Wilson and Precor. The transaction is valued at approximately €5.6 billion (US$6.34b). The investor consortium comprised Hong Kong-listed ANTA Sports Products, FountainVest Partners, an affiliate of Chip Wilson (founder of lululemon athletica inc) and Tencent Holdings. Corporate partners Daniel Dusek and Nicholas Norris, debt finance partners David Irvine and David Couper, and investment funds partners Justin Dolling and Jennifer Feng, led the firm’s team in the transaction.

L&L has advised Apollo Hospitals Enterprise (AHE) on the restructuring of its business, particularly the divestment of its front-end retail pharmacy business. The transaction involved investment by domestic investors Jhelum Investment Fund-I, Hemendra Kothari and ENAM Securities, by subscription of equity shares representing 74.5 percent of the share capital of Apollo Medicals. The remaining 25.5 percent of the share capital is to be held by AHE. Post such subscription, the transaction contemplated AHE’s divestment of its front-end retail pharmacy business into Apollo Pharmacies, a wholly-owned subsidiary of Apollo Medicals, to be accompanied by the execution of a long-term supply agreement between AHE and Apollo Pharmacies. Additionally, the companies agreed to enter into a brand licensing agreement, whereby Apollo Pharmacies would licence the Apollo Pharmacy brand to the front-end stores and online pharmacy operations. The transaction will lead to an infusion of approximately Rs1.07 billion (US$14.8m). Further, approximately Rs5.28 billion (US$73m) is paid for the divestment of the pharmacy business. Partners Sundeep Dudeja and Vaibhav Kakkar led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as BVI counsel to Shandong Iron and Steel Xinheng International Company on its issuance of US$450 million 8.5 percent guaranteed bonds due 2021. The bonds are guaranteed by Shandong Iron & Steel Group and are listed in Hong Kong. The guarantor is a leading steel producer in China. Partner Lorraine Pao led the firm’s team in the transaction, while Deacons acted as Hong Kong and English counsel to the issuer and guarantor. Linklaters acted as Hong Kong and English counsel to the joint lead managers.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Yunnan Provincial Energy Investment Group on its issue of US$200 million 6.25 percent notes due 2021. Yunnan Provincial Energy invests in and manages energy, natural gas and coal energy businesses worldwide. Partner Derrick Kan led the firm’s team in the transaction, while Herbert Smith Freehills acted as English and Hong Kong counsel and Beijing Dentons Law Offices acted as China counsel. Linklaters acted as English and Hong Kong counsel while Jingtian & Gongcheng acted as China counsel to Citigroup, HSBC and BOC International, as the lead managers.

Mayer Brown has advised Sumitomo Metal Mining, acting in a consortium with its partner Sumitomo Corporation, on the US$1.2 billion acquisition from Teck Resources of a 30 percent indirect interest in Compañia Minera Teck Quebrada Blanca, which owns the Quebrada Blanca Phase 2 project, the second phase of the Quebrada Blanca copper mine in Chile. The consideration payable by Sumitomo Metal Mining and Sumitomo Corporation consists of an US$800 million earn-in contribution and a US$400 million matching contribution made through a jointly-held entity. Further supplemental payments will be made upon the mine achieving agreed throughputs and following a major project expansion. The initial proceeds of the transaction will be used to fund construction of the project, with the first production targeted for the second half of 2021. The mine is expected to produce 316,000 tonnes per annum of copper equivalent in the first full five years. Head of the Africa and mining practices Ian Coles (London), corporate and securities partners Rob Hamill (London) and Satoru Murase (New York), supported by corporate and securities partners Connor Cahalane (London), Rebecca Bothamley (London) and Thomas Moore (Houston), banking and finance partner Rachel Speight (London) and construction and engineering partner Jonathan Hosie (London), led the firm’s team in the transaction.

Skadden, Arps, Slate, Meagher & Flom & Affiliates has advised Cenova Capital, a leading sponsor of healthcare-focused private equity funds in China, on the closing of its first US dollar-denominated fund at US$240 million. Combined with Rmb2.1 billion (US$304.4m) from its fourth Rmb fund raised early this year, Cenova expects to invest over US$500 million into healthcare and life sciences companies in China in the next few years. Cenova’s US dollar fund received support from its existing international investor base, including sovereign wealth funds, insurance and financial institutions, funds of funds, as well as multinational companies specialising across the healthcare value chain and in other industries.

White & Case has advised the Japan Bank for International Cooperation (JBIC) on its loan agreement with Takeda Pharmaceutical, amounting up to US$3.7 billion (JBIC’s portion), to finance part of the funds required for acquiring Shire in Ireland. The total amount required for acquisition is approximately £46 billion (US$57.8b). The loan is co-financed by private financial institutions, bringing the total co-financing amount to US$15.7 billion equivalent. Through the acquisition, Takeda aims to strengthen its gastroenterology and neuroscience areas, as well as establish a leading position in pharmaceuticals for rare diseases and plasma-derived therapies, which can accelerate transformation to a global R&D-driven pharmaceutical company headquartered in Japan. In addition, Shire has a large sales proportion in the US market, the largest market in the world and projected to continue to grow at a high rate. The acquisition will therefore drive further growth overseas and is expected to make Takeda one of the top ten pharmaceutical companies in the world, based on sales. Tokyo partners Toshio Dokei and Simon Collins, supported by London partners Philip Broke and Jacqueline Evans, led the firm’s team in the transaction.

Wong & Partners, the member firm of Baker McKenzie International in Malaysia, has advised Navis Capital Partners on the sale of its controlling interest in Alliance Cosmetics Group to Tokyo-listed Mandom, a manufacturer and distributor of hair care, skin care, cosmetics and fragrances based in Japan. Alliance is a leading colour cosmetic business in Southeast Asia, with headquarters in Malaysia and a brand presence spanning Malaysia, Singapore, Indonesia, Brunei, Philippines, Vietnam and Indochina. It distributes a full range of colour cosmetics, hair colour and fragrances under the Silkygirl brand and also distributes third party personal care products. Partner Stephanie Phua led the firm’s team in the transaction, which was signed on November 22, 2018.

WongPartnership has advised Dymon Asia Private Equity (SE Asia) Fund II on its investment in Meiban, a leading injection molding company producing high quality injection molded plastic products for multinational customers in consumer electronics, business and IT equipment and medtech industries. Partners Andrew Ang, Christy Lim and Anna Tan led the firm’s team in the transaction.

Deals – December 5, 2018

0

Baker McKenzie has advised Spring Reit on its successful defence against the HK$5.7 billion (US$730m) unsolicited takeover bid by Hong Kong-based private equity firm PAG Real Estate, who had sought to acquire a controlling stake in Spring Reit. Hong Kong partners Milton Cheng and Christina Lee led the firm’s team in the transaction, which is a very rare example of a hostile takeover offer in Hong Kong and the first hostile offer for a Hong Kong listed Reit. Ashurst, with Hong Kong partner Chin Yeoh leading the firm’s team, advised Japan-based private equity firm Mercuria Investment and its concert parties, the largest shareholding group and owner of the manager of Spring Reit.

Baker McKenzie Wong & Leow has advised private capital platform CapBridge Platform on its successful application to the Monetary Authority of Singapore (MAS) to operate a securities exchange known as 1exchange (1X) in Singapore. 1exchange will be among the first regulated private securities exchanges in Singapore. Together with its associated entity CapBridge, 1X aims to catalyse liquidity for private companies, before an exit event, such as an IPO or an M&A situation. Companies listed on 1X remain private, and have greater control and flexibility and lower costs compared to publicly listed firms. Growth companies, in particular, will be able to tap on the private capital raising environment created by CapBridge and 1X. Asia Pacific head of financial institutions Stephanie Magnus, supported by local principal Selwyn Lim, led the firm’s team in the transaction.

Khaitan & Co has advised Zydus Wellness and Cadila Healthcare on the proposed acquisition, through the purchase of shares from Heinz Italia, of 100 percent stake in Heinz India for Rs45.95 billion (US$651.7m), subject to customary working capital and other adjustments, and assuming target net working capital of Rs400 million (US$5.67m) and minimum cash balance of Rs150 million (US$2m). A listed subsidiary of Cadila Healthcare, Zydus Wellness spearheads the Zydus Cadila group’s presence in the consumer health segment. On the back of pioneering brands, such as Sugar Free, EverYuth and Nutralite, combined with innovations offering new benefits to consumers, Zydus Wellness has a strong brand equity in the food, nutrition and skincare markets. Listed Cadila Healthcare is the flagship company of the Zydus Cadila group. Cadila Healthcare’s business ranges from formulations to active pharmaceutical ingredients and animal healthcare products to wellness products. Partners Haigreve Khaitan and Bhavik Narsana led the firm’s team in the transaction.