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Deals – November 28, 2018 

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Allen & Gledhill has acted as transaction counsel to Frasers Logistics & Industrial Asset Management (FLAM), as manager of Frasers Logistics & Industrial Trust (FLT), on the €316.2 million (US$358m) acquisition of 21 industrial properties, 17 of which are in Germany and four in the Netherlands. FLT will acquire the properties through the acquisition of all the issued shares of FPE Logistics, which directly or indirectly owns equity interests in holding companies that hold the properties. The firm also advised FLAM on the approximately S$476 million (US$346m) equity fund-raising to partially fund the purchase, with the proceeds from a private placement to institutional and other investors, and a non-renounceable preferential offering of new FLT units to existing FLT unitholders, on a pro rata basis. Deputy managing partner Jerry Koh and partner Long Pee Hua led the firm’s team in the transaction.

Allen & Gledhill has also advised Clifford Capital on the issue of US$300 million 3.423 percent notes due 2021, under its US$1.35 billion euro medium-term-note programme, guaranteed by the Government of Singapore. Partners Yeo Wico, Jeanne Ong and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners is advising Dr. Reddy’s Laboratories on the acquisition by Therapiva of the manufacturing unit of Dr. Reddy’s Laboratories in Hyderabad. Partner Raman Sharma and Gautam Varma are leading the firm’s team in the transaction, which was signed on October 15, 2018 and is yet to be completed.

AZB & Partners is also advising Visa International Service Association on its acquisition of a more than ten percent minority stake in Indiaideas.com (BillDesk). Partners Ashwath Rau, Anu Tiwari, Aditya Singh Chandel, Akansha Agarwal, Samir Gandhi and Rahul Rai are leading the firm’s team in the transaction, which was signed on November 16, 2018 and is yet to be completed.

Baker McKenzie has advised the State Enterprise Policy Office, the Ministry of Finance (Thailand) and fund managers Krungthai Asset Management and MFC Asset Management on the establishment and IPO of the Bt45.7 billion (US$1.4b) investment units in Thailand Future Fund. The offering of units in the new fund, which began trading in Thailand on October 31, 2018, is the country’s largest IPO since 2015. Bangkok partners professor Kitipong Urapeepatanapong, Komkrit Kietduriyakul and Theppachol Kosol and principal Ashok Lalwani from Singapore member firm Baker McKenzie Wong & Leow, supported by Bangkok partner Kowit Adireksombat and Singapore principal Kyle Pilkington, led their respective firm’s team in the transaction.

Dechert has advised Fortune Group Holdings, wholly-owned by Chatchaval Jiaravanon, on the US$150 million purchase of Fortune media brand from Meredith Corporation. The acquisition is subject to regulatory approvals and customary purchase price adjustments, and is expected to close in 2018. Chatchaval will own Fortune as a personal private investment, independent of his family’s business, the Charoen Pokphand Group. He plans to increase investments in Fortune’s digital capabilities and looks to expand the brand, as part of a strategy to become the premium business content provider worldwide. Hong Kong corporate partner David Cho and national partner Yang Wang, supported by partners Thomas Johnson II (labor-Philadelphia), Clemens York (antitrust/competition-Frankfurt), Joshua Rawson (intellectual property-New York) and Joshua Milgrim (tax-New York), led the firm’s team in the transaction.

J Sagar Associates has represented Sasan Power before the Appellate Tribunal for Electricity on proceedings challenging an order of the Central Electricity Regulatory Commission (CERC) declining relief on account of change in law during construction period. CERC rejected Sasan’s prayer for devising suitable compensatory mechanism on account of unworkability of the compensation formula under the Power Purchase Agreement (PPA), as well as for recovery of increase in cost of certain change in law events. The tribunal decided in favour of Sasan Power, partly setting aside CERC’s order restricting the compensation for construction period claims to the formula prescribed in the PPA. The tribunal held that, admittedly, the formula has been rendered unworkable, and that this is a fit case for exercise of regulatory power by CERC to devise a formula to appropriately compensate Sasan for the increase in capital cost, in line with the primary objective of restitution to the same economic position. The tribunal has also allowed claims pertaining to increase in cost of water intake system and imposition of customs duty on mining equipment. Senior partner Amit Kapur and partner Vishrov Mukerjee led the firm’s team in representing the client.

J Sagar Associates has also advised Hyundai Motor India on an appeal before the Supreme Court, challenging an interim order passed by the National Company Law Appellate Tribunal (NCLAT). The matter relates to an order passed by the Competition Commission of India (CCI) penalising 17 car manufactures for restricting supply of genuine spare parts in India. CCI imposed an approximately Rs4.2 billion penalty on Hyundai, and other onerous behavioural directions. Hyundai appealed before the NCLAT, seeking a stay on the CCI order. The NCLAT refused to grant a complete stay on the CCI order, and directed Hyundai to deposit 10 percent of the penalty imposed and to comply with the CCI directions immediately. Hyundai approached the Supreme Court, citing that CCI’s penalty is erroneously computed and that the CCI directions are vague, impractical, irreversible in nature and, most importantly, jeopardise consumer safety. It was also highlighted to that, in 2017, the Supreme Court stayed the CCI directions relating to Ford, Nissan and Toyota in a connected matter. The Supreme Court granted a complete stay on the CCI order, which also stayed the NCLAT order. Partners Amitabh Kumar and Vaibhav Choukse led the firm’s team in representing the client.

K Law has assisted Axilor Ventures in conducting due diligence and preparing the transaction document on its approximately Rs30 million (US$423,777) acquisition of Nehat Tech Solutions. Partner Shwetambari Rao led the transaction, which was completed on October 19, 2018.

K Law has also advised Axilor Ventures on the Rs46.3 million (US$654,028) sale of assets and transfer of about 225 employees of Aptean India to an Indian SPV created under the Sapphire group. Associate partner Chandan Kini led the firm’s team in the transaction, which was completed on October 26, 2018. Kirkland & Ellis acted as lead counsel for Aptean and its investors.

Khaitan & Co has advised JSW Steel on the Rs1.09 billion (US$15.4m) acquisition, by way of secondary purchase of shares equity, of an approximately 60 percent controlling stake of Dolvi Minerals and Metals from existing shareholders Axis Bank, Standard Chartered Private Equity (Mauritius) II, Enam Shares and Securities, Vinamra Consultancy and Deepak Bhatt. As the flagship company of the JSW Group, JSW Steel is one of India’s leading integrated steel manufacturers with a capacity of 18 MTPA and is one of the fastest growing companies in India with a footprint in over 140 countries. Dolvi Minerals and Metals acts as traders, whole-sellers and retailers in all forms of metallic and non-metallic minerals. Partner Ashraya Rao, supported by director Vinita Krishnan, led the firm’s team in the transaction.

Khaitan & Co has also acted as domestic counsel to the Government of India on the offer for sale, through the stock exchange, of Coal India’s equity shares held by the President of India, acting through the Ministry of Coal, for approximately US$724.5 million. Partner Madhur Kohli led the firm’s team in the transaction.

King & Wood Mallesons has advised Vobile Group on the acquisition of assets from IP-Echelon, an Australian premium provider of data analytics with a focus on data analytics technology development and applications in content protection services. Singapore-listed Vobile Group is a leading online video content protection service provider, principally providing software-as-a-service solutions to the world’s largest film studios, TV networks and other content owners and online video distribution sites. Hong Kong partner Anthony Wan and Australia partners Will Heath and Kai-Chen Lamb, led the firm’s team in the transaction.

L&L has advised the ING Group Netherlands on its sell-down of shareholding in Kotak Mahindra Bank. Valued at approximately US$201.4 million, the transaction was undertaken through the block window of the National Stock Exchange, and saw participation from investors, such as the Government of Singapore, Nomura and Aberdeen Asset Management. Partner Manan Lahoty led the firm’s team in the transaction.

Majmudar & Partners has acted as Indian counsel to Chart Industries, a leading manufacturer of highly engineered cryogenic equipment used in the liquid gas supply chain, on its acquisition of VRV Asia Pacific. This transaction is a part of Chart’s global acquisition of VRV and its subsidiaries, valued at US$143 million. Partner Rukshad Davar, M&A and competition practices head, led the firm’s team in the transaction, while Winston & Strawn and NCTM served as US and Italian counsel, respectively. Shearman & Sterling and Shardul Amarchand Mangaldas & Co represented VRV.

Majmudar & Partners has also acted as Indian counsel to Intertape Polymer Group, a leading listed manufacturer of packaging products and machinery, on its acquisition of a 26 percent ownership stake in Powerband Industries from the Desai Family at an enterprise value of US$40 million. Pursuant to this transaction, Powerband becomes a wholly-owned subsidiary of Intertape Polymer Group. Powerband is a global supplier of acrylic adhesive-based carton sealing tapes and stretch films. Partner Rukshad Davar, M&A and competition practices head, also led the firm’s team in the transaction, while Pillsbury Winthrop Shaw Pittman acted as US counsel. Wadia Ghandy & Co represented the Desai Family.

Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to Baidu on its issue of US$600 million notes due 2024 and US$400 million notes due 2028, which closed on November 14, 2018. The notes are listed in Singapore. Partner Derrick Kan led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Han Kun Law Offices acted as US and China counsel, respectively. Davis Polk & Wardwell and Jingtian & Gongcheng acted as US and China counsel, respectively, to Goldman Sachs (Asia) and JP Morgan Securities as the underwriters.

Maples and Calder has also acted as Cayman Islands counsel to Advent International on its carve-out acquisition of the mattress manufacturing business of Serta in China, Hong Kong and Macau from Hong Kong-based conglomerate Airland Holding, and the subsequent partnership between Serta China and King Koil China. Serta Simmons Bedding is the largest distributor and manufacturer of mattresses in the US. King Koil China is a principal player in the premium mattress market in China. Partners Matt Roberts and Dan Beckett led the firm’s team in the transaction, which closed on November 23, 2018, while Ropes & Gray acted as Hong Kong and US legal counsel.

Rajah & Tann Singapore has acted for OUE Lippo Healthcare (OUELH) and OUE on OUELH’s acquisition of 10.63 percent of the total units in First Real Estate Investment Trust (First Reit), OUE and OUELH’s acquisition of 100 percent of the total shares in First Reit manager Bowsprit Capital, and the renounceable underwritten rights issue by OUELH to raise up to approximately S$150 million (US$109m) to fund the acquisitions. The aggregate consideration for the acquisitions by OUE and OUELH was S$201.6 million (US$146.6m). Partners Sandy Foo, Danny Lim and Penelope Loh led the firm’s team in the transaction.

S&R Associates has represented Aavishkaar Venture Management Services, holding company of the Aavishkaar-Intellecap group, on a Rs2.25 billion (US$31.8m) investment by Teachers Insurance and Annuity Association of America. Partner Viral Mehta led the firm’s team in the transaction.

S&R Associates has also represented Citigroup, as financial adviser to the board of directors of Monsanto India, on its proposed merger into Bayer CropScience. Partners Sandip Bhagat and Sudip Mahapatra led the firm’s team in the transaction.

Sullivan & Cromwell is representing Bank of America subsidiary Merrill Lynch (Asia Pacific), as financial adviser to Sapura Energy (Malaysia), on its subscription agreement and a shareholders’ agreement to form a strategic partnership with OMV (Austria), under which OMV Exploration and Production (Austria), a wholly-owned subsidiary of OMV, will buy a 50 percent stake of the enlarged issued share capital in a newly-formed joint venture company, SEB Upstream (SUP), based on an enterprise value of up to US$1.6 billion, comprising an equity value of up to US$1.25 billion and debt of US$350 million. OMV will pay US$540 million for 50 percent interest in SUP, and the parties agreed to an additional consideration of up to US$85 million, based on certain occurrences. New York corporate partner Stephen Kotran is leading the firm’s team in the transaction, which was announced on November 9, 2018.

Weil has represented SoftBank Vision Fund on its US$2 billion investment in Coupang, Korea’s top online retailer. The latest investment follows the US$1 billion that SoftBank invested in Coupang in 2015, and values the eight-year-old startup at around US$9 billion. Coupang has since grown rapidly to become the biggest player in South Korea’s e-commerce market. It clocked US$2.4 billion in revenue last year, with its online sales almost as much as the next three largest e-commerce sites in the country combined. However, it has also suffered large losses, totaling W1.9 trillion (US$1.7b) over the past five years, as it poured money into building new technology and its logistics infrastructure. China managing partner Charles Ching and Hong Kong corporate M&A partner Chris Welty led the firm’s team in the transaction.

WongPartnership is acting for United Overseas Bank on the strategic alliance with Grab to deliver financial services to Grab’s Asean-wide user base. Partners Lam Chung Nian, Kyle Lee, Kylie Peh and Chan Jia Hui led the firm’s team in the transaction.

Deals – November 21, 2018

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Allen & Gledhill has acted as transaction counsel to Ascendas Fund Management (S), the manager of Ascendas Real Estate Investment Trust, on the £253.25 million (US$235.3m) acquisition of 26 logistics properties in the UK, and the launch of a private placement to raise gross proceeds of S$452.1 million (US$329.4m) to finance the acquisition, to partially finance the development of a build-to-suit facility located in Singapore and debt repayment. Deputy managing partner Jerry Koh and partners Foong Yuen Ping and Teh Hoe Yue led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to CapitaLand Mall Trust Management, the manager of CapitaLand Mall Trust, on a private placement to raise gross proceeds of S$277.6 million (US$202.2m) to partially finance the acquisition of the property known as Westgate in Singapore. Deputy managing partner Jerry Koh and partner Teh Hoe Yue led the firm’s team in the transaction.

AZB & Partners has advised NCR on its acquisition of 100 percent of the stock of StopLift, the parent company of StopLift Infotech India, from its stakeholders, and the minority stake held in StopLift Infotech India, resulting in a complete acquisition of the StopLift group. StopLift Infotech India, along with its US parent, provides IT services related to the creation of intelligent computer vision systems to combat theft in the retail business. Partner Ashwin Ramanathan led the firm’s team in the transaction, which was completed on November 5, 2018.

AZB & Partners has also advised DaVita Care on the acquisition by Nephrocare Health Services of 100 percent of the share capital of DaVita Care (India) from its existing shareholders. Partner Srinath Dasari led the firm’s team in the transaction, which was completed on November 9, 2018.

Baker McKenzie has advised Weave Co-Living on the US$181 million initial investment from US-based private equity firm Warburg Pincus. Warburg Pincus has the option to upsize its investment to US$431.5 million. Weave Co-Living is Hong Kong’s first institutional co-living rental accommodation platform founded last year by Sachin Doshi, the former Asia Pacific head of private real estate at APG Asset Management. Its first property, Weave on Boundary, opened in Hong Kong in August 2018. The investment will allow Weave to execute its strategy to grow across Asia Pacific by adding 10,000 bedrooms in the next five years. It is currently targeting millennials and young professionals and, while continuing to focus on this segment, Weave will also expand its product to target different demographics throughout Hong Kong and the region. Co-chair of global investment funds group Jason Ng and Sue Wan Wong, financial services regulation partner at Wong & Partners (member firm of Baker & McKenzie International in Malaysia), led their respective firm’s team in the transaction.

Baker McKenzie has also advised LafargeHolcim on the disposal of its 80.6 percent interest in Holcim Indonesia to Semen Indonesia, for an enterprise value of US$1.75 billion on a 100 percent basis. LafargeHolcim is a global leader in building materials and solutions. Semen Indonesia is one of the largest cement players in Southeast Asia, operating production plants across Indonesia’s three major islands. LafargeHolcim’s divestment of its operations in Indonesia forms part of its strategy 2022 — ‘Building for Growth’, in which it has committed to divestments of at least CHF2 billion (US$2.01b). The disposal includes the entirety of LafargeHolcim’s operations in Indonesia, which consists of four cement plants, 33 ready-mix plants, and two aggregate quarries. The sale was carried out by way of a competitive auction process. Foreign legal consultant Gerrit Jan Kleute from Baker McKenzie’s Indonesian member firm HHP Law Firm, assisted by HHP partner Iqbal Darmawan, principal Andrew Martin from Singapore member firm Baker McKenzie Wong & Leow, and partner Timothy Gee from Baker McKenzie in London, led the firm’s team in the transaction. Latham and Watkins acted as deal counsel, while Tjajo & Partners acted as local counsel for the buyer.

Clifford Chance has advised Mitsui & Co Principal Investments, an investment business subsidiary of Mitsui & Co, and private equity firm L Catterton Asia, the Asian unit of L Catterton, on their joint acquisition of a stake in Owndays. Headquartered in Japan, Owndays is an innovative eyewear company. Operating over 115 stores in Japan and 142 stores overseas across 10 markets, Owndays is Japan’s most international optical eyewear retailer. This investment will help accelerate the company’s growth in Asia Pacific. Tokyo partner Tatsuhiko Kamiyama, supported by partners Valerie Kong, Richard Blewett and Wendy Wysong, led the firm’s team in the transaction.

DLA Piper has advised Australian online travel business Webjet on its US$173 million purchase of UAE-based Destinations of the World and related fully underwritten entitlement offer. Destinations of the World was sold by Abu Dhabi-based private equity fund Gulf Capital. The firm also advised Webjet on its A$350 million (US$254.4m) acquisition of London-based JacTravel and related capital raising in 2017. M&A partners Ben Gillespie (UAE), Joel Cox (Australia) and Stewart Wang (China), and ECM partner David Ryan led the firm’s team in the transaction. Freshfields Bruckhaus Deringer advised Destinations of the World and Gulf Capital, while Ashurst advised the underwriters.

Howse Williams Bowers has acted as Hong Kong counsel to Shanghai Realway Capital Assets Management on the approximately HK$191.7 million (US$24.5m) listing of shares in Hong Kong. Alliance Capital Partners acted as the sole sponsor and, together with Yue Xiu Securities, as the joint global coordinators. The shares commenced trading on November 13, 2018. Realway Capital is the first investment fund manager to obtain approval for the issuance of H-Shares by the China Securities Regulatory Commission. Realway Capital is an investment fund manager specialising in the management of real estate investment funds in China, and was the 10th largest real estate investment fund manager in China, as of December 31, 2017. Realway Capital’s funds portfolio covers commercial real estate projects, distressed assets projects and urbanisation and redevelopment projects. Partner Christopher Yu led the firm’s team in the transaction.

J Sagar Associates has advised Sundaram Finance and Royal Sundaram General Insurance (Royal Sundaram) on an agreement, wherein Ageas Insurance will acquire 40 percent of the share capital of Royal Sundaram General Insurance for Rs15.2 billion (US$212.7m). Currently, Sundaram Finance holds 75.9 percent in Royal Sundaram and proposes to divest 25.9 percent, thereby retaining 50 percent of its holding, post the divestment. Some of the existing Indian shareholders will hold the balance of 10 percent in Royal Sundaram. Royal Sundaram is a top ten player in the privately-owned Indian general insurance market, with strong positions in motor and health insurance. For the year ended March 31, 2018, Royal Sundaram generated gross written premium of Rs26.43 billion (US$370m) and achieved a profit after tax of Rs830 million (US$11.6m). Partners Aarthi Sivanandh and Bhavana Alexander led the firm’s team in the transaction, which is subject to certain closing conditions, including the approval of the Insurance Regulatory and Development Authority of India and other regulators, and is expected to close in the first quarter of 2019.

J Sagar Associates has represented Stumpp, Schuele & Somappa Springs (SSS) on a petition of oppression and mismanagement filed by former SSS shareholders seeking to declare the reduction of share capital, which extinguished the shareholding of the petitioners, as an act of oppression before the National Company Law Tribunal (NCLT) Bengaluru Bench. The NCLT held that, as the reduction of share capital was sanctioned by the High Court of Karnataka after following due process of law, it cannot be considered as an act of oppression. Further, the petitioner having challenged the reduction of capital in an appeal before the High Court of Karnataka, the reduction of capital cannot be held as oppressive by NCLT. The NCLT dismissed the petition. Partner Arjun Perikal led the firm’s team in the transaction.

Khaitan & Co has advised IHH Healthcare and its wholly-owned subsidiary Northern TK Venture (NTK) on: 1. the proposed subscription of approximately 235.3 million new equity shares with face value of Rs10 (US$0.14) in Fortis Healthcare, representing approximately 31.1 percent of the expanded voting share capital, through preferential allotment by Fortis to NTK; 2. the mandatory open offer by NTK for the acquisition of up to approximately 197 million Fortis shares, representing an additional 26 percent of the expanded voting share capital of Fortis; and, 3. the mandatory open offer by NTK for the acquisition of up to approximately 4.9 million fully paid up equity shares, with face value of Rs10 (US$0.14) each, representing 26 percent of the fully diluted voting equity share capital of Fortis Malar Hospitals. The subscription to Fortis shares, representing approximately 31.1 percent of the expanded voting share capital, was completed on November 13, 2018. IHH is incorporated in Malaysia and is listed both in Malaysia and Singapore, through its indirect wholly-owned subsidiary, NTK, a Singapore-incorporated company. IHH is the world’s second largest provider of integrated healthcare services by market capitalisation of US$12.3 billion to date, and is the largest private healthcare provider in Asia, operating approximately 10,000 beds in 49 hospitals across nine countries. Fortis Healthcare is a leading integrated healthcare delivery service provider in India. The healthcare verticals of the company primarily comprise hospitals, diagnostics and day care specialty facilities. Currently, the company operates its healthcare delivery services in India, Dubai, Mauritius and Sri Lanka, with 45 healthcare facilities, approximately 10,000 potential beds and 314 diagnostic centres. Partners Haigreve Khaitan, Anand Mehta, Arindam Ghosh and Ashraya Rao, supported by partners Sudhir Bassi, Sanjeev Kapoor and Manas Kumar Chaudhuri, led the firm’s team in the transaction.

Khaitan & Co has also advised Syncron International AB on the Indian leg of the indirect acquisition of Syncron Services India, as a result of the acquisition of a minority stake in Syncron International AB by Summit Partners, for US$67 million. Syncron International AB is a Swedish-based company, with a wholly-owned subsidiary, Syncron Services India, in India. Syncron International AB is a software company focused on the manufacturing industry that offers cloud-based after‑sales service solutions. Summit Partners is a growth investor with a range of funds that offer options designed to support continued growth to its portfolio companies. Partner Mayank Singh led the firm’s team in the transaction.

King & Spalding has represented the Japan Bank for International Cooperation (JBIC) and Asian Development Bank (ADB) on project finance facilities for the 2,500MW Gulf SRC gas-fired combined cycle power plant project in Thailand that signed on November 2, 2018. JBIC and ADB were the largest lenders, each lending US$227 million out of an overall co-financing amount of approximately US$1.299 billion. The funding will go to Gulf SRC, which will construct, own and operate the 2,500MW project in the Hemaraj Eastern Seaboard Industrial Estate in the east of Thailand. The electricity produced by these facilities will be sold to the Electricity Generating Authority of Thailand for a period of 25 years. Partners John McClenahan and Mark Davies (Tokyo) led the firm’s team in the transaction, which is one of the largest project finance transactions in Thailand in recent years.

Kirkland & Ellis has represented PAG Asia Capital on the raising of its third flagship private equity buyout fund, with a focus on investment across major markets in Asia. PAG Asia Capital is the private equity arm of PAG, one of Asia’s largest independent alternative investment fund managers. The fund closed at its hard cap of US$6 billion, with commitments from leading institutional investors from the Americas, Europe and Asia. Investment funds partners Carol Liu and Justin Dolling, supported by investment funds partners Jennifer Feng, Josh Westerholm and Michael Chu, regulatory partner Sarah Thompson, tax partner Marguerite Lombardo and employee benefits partner Elizabeth Dyer, led the firm’s team in the transaction.

L&L Partners has advised II-VI on its proposed acquisition of Finisar, to be implemented by way of merger, in a total deal size of approximately US$3.2 billion. Both II-VI and Finisar are US publicly-traded corporations. The transaction is a strategic combination expected to drive significant value creation through increased scale, broadened technological base, complementary product roadmaps, and leadership positions in fast-growing markets. The combination would unite two innovative, industry leaders with complementary capabilities and cultures to form a formidable industry leading photonics and compound semiconductor company. Senior partner Mohit Saraf and partner Vikrant Kumar led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Xinchengyue Holdings, a fast growing property management service provider in China, on its HK$580 million (US$74m) global offering and listing of shares in Hong Kong. Partner Lorraine Pao led the firm’s team in the transaction, which closed on November 6, 2018. Shearman & Sterling acted as Hong Kong and US counsel to the company. King & Wood Mallesons acted as Hong Kong counsel to the underwriters.

Rajah & Tann Singapore has acted on the S$728 million (US$530.4m) purchase of all the strata lots and common property in the residential development known as Pearl Bank Apartments, situated at 1 and 1A Pearl Bank, Singapore, through a private treaty collective sale. The site also obtained a top up of a fresh 99-year leasehold interest. Partners Norman Ho, Chou Ching and Gazalle Mok led the firm’s team in the transaction.

TT&A has advised Finablr Ventures Holdings and UX Holdings on their acquisition of 100 percent shareholding in TimesofMoney held by Network International Investment and Network International. Partner Kunal Thakore led the firm’s team in the transaction, which was signed on August 9, 2018 and closed on November 14, 2018. Allens acted as Australian counsel to UX Holdings, while Nishith Desai Associates acted as Indian counsel to Network International Investment and Network International.

Deals – November 14, 2018

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Allen & Gledhill has advised SP Group Treasury and Singapore Power on the establishment of a S$10 billion (US$7.2b) global medium term note program by SP Group Treasury. Singapore Power is the guarantor for notes issued under the program. Partners Yeo Wico and Jeanne Ong led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to Oversea-Chinese Banking Corporation and Standard Chartered Bank Singapore, as the mandated lead arrangers, on the S$400 million (US$290m) term and revolving credit facilities to DBS Trustee, as trustee of OUE Commercial Real Estate Investment Trust. The proceeds of the facilities were to be applied towards, inter alia, part financing the acquisition of the office component of OUE Downtown, Singapore. Partner Lim Wei Ting led the firm’s team in the transaction.

Allen & Overy has advised The Hongkong and Shanghai Banking Corporation, JP Morgan Securities and Morgan Stanley & Co International, on the Rule 144A / Reg S US$500 million 7.25 percent bonds due 2023, issued by The Development Bank of Mongolia (DBM). This was the first time DBM transacted a bond offering without a government guarantee, thereby setting an important price reference for other Mongolian borrowers. The bonds are listed in Singapore. Despite being issued under challenging bond market conditions, the bonds were priced competitively. DBM was created as a for-profit, legal and government entity in 2011, and was directed to provide financing of large-scale projects and programmes for Mongolia’s development. Capital markets partners Alexander Stathopoulos (Singapore) and John Lee (Hong Kong) led the firm’s team in the transaction.

AZB & Partners has advised International Finance Corporation on its US$100 million investment in India Resurgence Fund. Partners Ashwath Rau and Pallabi Ghosal led the firm’s team in the transaction.

AZB & Partners is also advising Quest Diagnostics and its wholly-owned subsidiary Quest Diagnostics India on the acquisition by Strand Life Sciences of the medical diagnostics business of Quest Diagnostics India. Corporate partners Darshika Kothari and Arvind Ramesh and tax partners Ravi Prakash and Suresh Varanasi are leading the firm’s team in the transaction, which was signed on October 5, 2018 and is yet to be completed.

Baker McKenzie Wong & Leow has advised OUE Commercial Real Estate Investment Trust (OUE C-Reit) on a S$130 million (US$94.3m) dual-tranche unsecured murabahah facility, which represents OUE C-Reit’s first Islamic financing. OUE C-Reit is a Singapore Reit that invests in a portfolio of income-producing real estate used mainly for commercial purposes in financial and business hubs within and outside of Singapore, as well as real estate-related assets. The facility will be used to refinance OUE C-Reit’s existing secured term loan facility in relation to its indirect interest in One Raffles Place in Singapore. The facility will also be used for general corporate and/or working capital purposes. Singapore principal Emmanuel Hadjidakis led the firm’s team in the transaction.

Clifford Chance has advised Deutsche Post DHL Group (DPDG) on the transfer of its supply chain operations in Mainland China, Hong Kong and Macau to SF Holding. DPDG is the world’s leading mail and logistics company, while SF Holding is the leading premium logistics service provider in China. As part of the deal, DPDG will enter a 10-year strategic partnership with SF Holding to grow supply chain operations in China, and will receive an upfront payment of Rmb5.5 billion (US$791.4m) and a revenue-based partnership fee over the next ten years. This strategic partnership will see DPDG’s supply chain business in Greater China operated as a co-branded organisation, and will allow SF Holding to have access to DPDG’s best-in-class supply chain services, management expertise, transportation and warehousing technology, while DPDG will leverage SF Holding’s extensive domestic infrastructure, distribution network and broad base of local customers. China co-managing partner Terence Foo (Beijing) and partner Jörg Rhiel (Frankfurt), supported by partners Richard Blewett (antitrust) and Ling Ho (intellectual property), led the firm’s team in the transaction.

Gide has advised BioMerieux, a world leader in the field of in vitro diagnostics, on its acquisition of a majority stake in Suzhou Hybiome Biomedical Engineering. As part of the deal, the French-listed company acquired 54 percent of the shares in Hybiome for a valuation of €165 million (US$186.3m), as well as additional assets, such as distribution rights and existing installed base for €25 million (US$28.2m). It had already purchased a minority stake in the Suzhou-based company earlier this year in July, a transaction on which the firm also advised. Founded in 2009, Hybiome specialises in automated immunoassay tests. The company develops, manufactures and sells a complete range of diagnostic solutions (reagents, instruments and software) cleared by the National Medical Products Administration. Shanghai partner Fan Jiannian led the firm’s team in the transaction.

Hogan Lovells has advised JGC, United Infrastructure Development (part of Bahwan Engineering Group) and Doosan Heavy Industries & Construction, the successful bidder, on the Sharqiyah Independent Water Project (IWP) in the Sultanate of Oman. The Sharqiyah IWP is a reverse osmosis seawater desalination plant that will sell approximately 80,000 cubic metres of desalinated water per day for 20 years to the Oman Power and Water Procurement, the single buyer of power and water for all independent power and water projects within Oman. This is the first project of its kind in the Middle East, as the desalination plant will be developed with a dedicated solar photovoltaic facility, which will contribute power to the desalination process. MUFG Bank, Sumitomo Mitsui Trust Bank and Shinsei Bank financed the ¥20 billion (US$175.5m) project. Nippon Export and Investment Insurance provided the loan insurance. Dubai projects partner Sohail Barkatali, supported by Dubai partner Rahail Ali, led the firm’s team in the transaction, which achieved financial close on November 5, 2018.

King & Wood Mallesons has acted as Hong Kong law counsel for Altus Capital as the sponsor, and Get Nice Securities and Sun Hung Kai Investment Services as underwriters, on the listing of Dragon Mining in Hong Kong. Incorporated in Australia and an established Nordic player engaged in gold exploration, mining and processing with operating mines, pre-production mining assets and production plants in both Sweden and Finland, Dragon Mining was delisted in Australia on October 19, 2018 and listed in Hong Kong on November 5, 2018. The listing comprised a public offering for 50 million offer shares, priced at HK$2.03 (US$0.26) per share, and raising approximately HK$101 million (US$12.9m). Hong Kong partner Candy Chan led the firm’s team in the transaction, while Magnusson advised on Finnish and Swedish law. Dragon Mining was advised by Kwok Yih & Chan on Hong Kong law, Addisons on Australian law, Tomi Rinne on Finnish law and Foyen Advokatfirma KB on Swedish law.

King & Wood Mallesons has also advised Huatai Financial Holdings (Hong Kong) as the sole sponsor, and other underwriters on the global offering and listing of Xinchengyue Holdings in Hong Kong. Xinchengyue was listed on November 6, 2018. The global offering comprised both Hong Kong public offering and international offering of a total of 200 million offer shares, priced at HK$2.90 (US$0.37) per share, raising approximately HK$580 million (US$74m). A part of Future Land Group, a leading property developer in China, Xinchengyue is a property management service provider in China, and provides a wide range of property management and value-added services for property developers, residents and tenants. Hong Kong partner Gary Lock led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Cayman Islands company Niu Technologies on its IPO of 8.3 million American Depositary Shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. Niu Technologies is a leading provider of urban mobility solutions specialising in lithium-powered e-scooters with a stronghold in the Chinese market. The offering, which closed on October 23, 2018, raised approximately US$75 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel and Dahui Lawyers acted as China counsel. Jingtian & Gongcheng acted as China counsel and Kirkland & Ellis International acted as US counsel to Credit Suisse Securities (USA), Citigroup Global Markets and Needham & Company as the underwriters.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Innovent Biologics on its global offering and listing of shares in Hong Kong. Innovent Biologics is a leading Chinese biopharmaceutical company which offered 236.35 million shares, with net proceeds of approximately US$404.5 million, prior to the exercise of the over-allotment option. The transaction closed on October 31, 2018. Partner Matt Roberts led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Affiliates advised on Hong Kong and US laws and Han Kun Law Offices advised on China law. The underwriters were advised by Davis Polk & Wardwell as to Hong Kong and US laws and by Commerce & Finance Law Offices as to China law.

Rajah & Tann Singapore has acted on the acquisition of LegalComet, a specialist e-discovery consultancy team, by Rajah & Tann Technologies, in a major step forward in using technology to deliver legal services at unprecedented value and efficiency to clients. LegalComet offers clients legaltech advisory services, including electronic discovery (e-discovery), forensic technology and data governance. The acquisition positions the firm among the first in Asia to launch a full service e-discovery practice, at a time when technology is rapidly disrupting large swathes of industries and the way goods and services are delivered to customers. Partner Brian Ng led the firm’s team in the transaction.

Shook Lin & Bok is acting for Perpetual (Asia), as trustee of First Real Estate Investment Trust (First Reit), on the approximately S$99 million (US$71.8m) acquisition of First Reit’s manager Bowsprit Capital by OUE and OUE Lippo Healthcare. Separately, OUE Lippo Healthcare also intends to purchase a 10.63 percent stake in First Reit for S$102.7 million (US$74.4m). Partners Tan Woon Hum and Andrea Ng are leading the firm’s team in the transaction.

Skadden has advised Renren, the owner of Kaixin Auto Group, a leading premium used car dealership network in China, on Kaixin’s business combination with CM Seven Star Acquisition in an all-stock transaction valued at approximately US$454 million. Renren will sell all of the issued and outstanding shares of Kaixin to CM Seven Star for an initial consideration of approximately 28.3 million shares in CM Seven Star. Hong Kong partner Will Cai led the firm’s team in the transaction, which is expected to close in the first quarter of 2019.

Sullivan & Cromwell is representing Booking Holdings (US) on its strategic partnership with and US$200 million investment in Grab Holdings (Singapore). Corporate partners Brian Hamilton (New York) and Garth Bray (Hong Kong) are leading the firm’s team in the transaction, which was announced on October 29, 2018.

Sullivan & Cromwell is also representing Tokio Marine Holdings (Japan) on its definitive agreement to sell 100 percent of Tokio Millennium Re (Switzerland) and Tokio Millennium Re (UK), owned by Tokio Marine Holdings subsidiary Tokio Marine & Nichido Fire Insurance, to RenaissanceRe Holdings (Bermuda) for approximately US$1.5 billion. Corporate partners Robert DeLaMater (New York), Ben Perry (London) and Keiji Hatano (Tokyo) are leading the firm’s team in the transaction, which was announced on October 30, 2018.

Deals – November 7, 2018 

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Allen & Gledhill has advised DBS Bank on the establishment of a S$1 billion (US$728m) multicurrency debt issuance programme and issue of S$150 million (US$109.2m) 4 percent notes due 2021 under the programme by Metro Holdings. DBS was appointed arranger and dealer of the programme. Deutsche Bank Singapore Branch was appointed principal paying agent and CDP registrar. Deutsche Bank Hong Kong Branch was appointed non-CDP paying agent and non-CDP registrar. DB International Trust (Singapore) was appointed trustee of the holders of securities issued under the programme. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised Singapore Airlines on the issue of S$600 million (US$436.7m) 3.16 percent notes due 2023 under its S$5 billion (US$3.6m) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised International Finance Corporation on the up to US$50 million term loan it extended to Dhaka Bank. The proceeds of this facility are proposed to be utilised by the borrower for on-lending to small and medium enterprises in Bangladesh. Partners Gautam Saha and Pallavi Meena led the firm’s team in the transaction, which was completed on October 3, 2018.

AZB & Partners has also advised FIH Mauritius Investments, a wholly-owned subsidiary of Fairfax India Holdings, on its Rs12.1 billion (US$165.9m) acquisition of approximately 51 percent of the share capital of The Catholic Syrian Bank. Partners Ashwin Ramanathan and Roxanne Anderson led the firm’s team in the transaction, the first closing of which occurred on October 19, 2018.

Baker McKenzie has advised Mitsubishi UFJ Trust and Banking Corporation (MUTB) on its agreement to acquire Colonial First State Global Asset Management from Commonwealth Bank of Australia (CBA) for A$4.1 billion (US$2.96b). M&A partners Ben McLaughlin and Tetsuo Tsujimoto and regulatory partners Toshio Shimada and Masato Honma led the firm’s team in the transaction. Sullivan & Cromwell advised Mitsubishi UFJ Financial Group on some US aspects the transaction, with corporate senior chairman H Rodgin Cohen (New York) and corporate partners Donald Toumey (New York), Donald Crawshaw (New York) and Keiji Hatano (Tokyo) leading the firm’s team. HSF Australia and Davis Polk represented CBA.

Clifford Chance has advised China Southern Power Grid International (HK), the wholly-owned investment platform of China Southern Power Grid (CSG), on its acquisition of a 24.92 percent stake in Encevo, a leading energy utility company based in Luxembourg, from Ardian, a European-based private equity investment house. Encevo currently operates more than 10,000 km of transmission lines and more than 3,700 km of gas pipelines in Europe. Encevo, through its subsidiaries Creos and Enovos, is primarily engaged in electricity and gas transmission and distribution, electricity and gas supply and renewable energy business. Headquartered in Guangzhou, CSG is one of the two state-owned companies in China that engages in power transmission, distribution and supply on a trans-regional scale. CSG covers five provinces of one million square kilometres and provides power to over 230 million people. China co-managing partner Terence Foo and Luxembourg managing partner Christian Kremer, supported by partners Björn Heinlein (Dusseldorf), Marc Besen (Dusseldorf), Xavier Remy (Brussels) and Umberto Penco Salvi (Milan), led the firm’s team in the transaction.

J Sagar Associates has advised Mercer Consulting India, a wholly-owned subsidiary of Marsh & McLennan Companies, on its acquisition of Induslynk Training Services, operating under the brand name “Mettl”. Mercer delivers advice and technology-driven solutions that help organisations meet the health, wealth and career needs of a changing workforce. Mercer’s more than 23,000 employees are based in 44 countries, and the firm operates in over 130 countries. Mettl is an online talent assessment solution provider in India. The acquisition marks Mercer’s entry into the rapidly-growing global talent assessment market and further enhances its position as a trusted strategic talent adviser to companies. Subject to completion of customary conditions precedent, the transaction is expected to close within the next 30 days. Joint managing partner Shivpriya Nanda and partners Daksh Ahluwalia, Minu Dwivedi and Kumarmangalam Vijay led the firm’s team in the transaction.

J Sagar Associates has also advised Menzies Aviation and its affiliates on exiting its joint venture with GMR Hyderabad International Airport in relation to ground handling and cargo business at Hyderabad international airport. The Menzies Group had entered into a JV with GMR for ground handling and cargo handling in 2006 at Hyderabad international airport, acquiring 49 percent shareholding in the JV company Hyderabad Menzies Airport Cargo (India) for the concession period till March 2023. GMR acquired the 49 percent shares held by the Menzies Group by way of share purchase for approximately Rs590 million (US$8m). The Menzies Group is a global leader in ground handling and cargo handling, and is present at 200 airports around the globe. The firm had also advised the Menzies Group during the formation of the JV. Partners Lalit Kumar and Daksh Ahluwalia led the firm’s team in the transaction.

K Law has advised Essel Green Mobility on the acquisition of management control of ZipGo Technologies. Partner Shwetambari Rao and associate partner Prateek Mohapatra led the firm’s team in the transaction, which was valued at approximately Rs1.9 billion (US$26m) and was completed on September 30, 2018. Cyril Amarchand Mangaldas advised ZipGo Technologies and its promoters.

K Law has also advised Capfloat Financial Services on its acquisition of Thumbworks Technologies for approximately US$30 million. Partner Shwetambari Rao and associate partner Prateek Mohapatra led the firm’s team in the transaction, which closed on September 6, 2018. Wadia Ghandy & Co advised Thumbworks Technologies and its promoters, while Themis Associates advised the other shareholders.

King & Wood Mallesons has advised Altus Capital as the sponsor, and Get Nice Securities and Sun Hung Kai Investment Services as the underwriters under the laws of Hong Kong, on the listing of Dragon Mining in Hong Kong under Chapter 18 of the Listing Rules. Dragon Mining, incorporated in Australia and an established Nordic player principally engaged in gold exploration, mining and processing with operating mines, pre-production mining assets and production plants in both Sweden and Finland, was delisted in Australia on October 19, 2018 and listed in Hong Kong on November 5, 2018. The listing comprised a public offering for a total of 50 million offer shares, priced at HK$2.03 (US$0.26) per share. The total funds raised from the share offer were approximately HK$101 million (US$12.9m). Hong Kong partner Candy Chan led the firm’s team in the transaction.

Paul, Weiss has advised The Carlyle Group on its investment, alongside Meinian Onehealth, in Adicon Holdings, a China-based independent clinical laboratory provider. Adicon Holdings operates 20 wholly-owned diagnostic laboratories in China that offer diagnostic testing outsourcing services to over 10,000 customers in hospitals, clinics and contract research organisations in 28 provinces. Meinian Onehealth is China’s largest medical examination centre operator. Corporate partner Jeanette Chan led the firm’s team in the transaction.

Rajah & Tann Singapore has acted for Island Capital / Millair on the sale of the Myanmar job portal “MyJobs.com.mm” to Ringier. Ringier acquired the start-up through a cooperation with its local partner, Information Matrix. Partner Chester Toh led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted on the S$375 million (US$273m) collective sale of all the strata lots and common property in a 60-unit freehold residential development known as Park House in Orchard Road, Singapore, to ShunTak Cuscaden Residential, a wholly-owned subsidiary of Hong Kong-listed Shun Tak Holdings. The sale translates to a record price of S$2,910 (US$2,118) per square foot per plot ratio, on the maximum allowable gross floor area of 129,035 square feet, and garnered 100 percent consensus among all the registered proprietors of the development, setting a new pricing benchmark for collective sales in Singapore. Partner Norman Ho led the firm’s team in the transaction.

Russin & Vecchi has advised Hoan My Medical Corporation, a private healthcare group owned by The Clermont Group, on successfully raising US$100 million from a remarkable issuance of VND-denominated corporate bonds in Vietnam. Hoan My is the leading and largest private healthcare network in Vietnam, with an integrated healthcare network currently operating over 3,400 beds across 14 hospitals and six clinics and servicing over three million patients annually. The bonds were subscribed by and successfully allotted to four investors, namely Eastspring, Manulife, AIA and Chubb, generating US$100 million of proceeds for Hoan My. The bonds comprise of two tranches, one to mature in 2023 and the other in 2025. The bonds are guaranteed by Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank. Hoan My provides different collaterals to CGIF in consideration of the guarantee. Standard Chartered Bank is the placement agent, while Ho Chi Minh City Securities is the registrar, payment agent and bondholders’ agent. Nguyen Huu Minh led the firm’s team in the transaction, while YKVN acted as co-counsel. Freshfields advised CGIF, while VILAF acted for Standard Chartered Bank.

S&R Associates has represented Hitachi Payment Services, a wholly-owned subsidiary of Hitachi Japan, on a joint venture with the State Bank of India for the establishment of a card acceptance and digital payment platform for India. Partners Sanjeev Adlakha (New Delhi) and Rachael Israel (Mumbai) and head of competition law practice Simran Dhir led the firm’s team in the transaction, which is subject to customary approvals.

Shook Lin & Bok has acted for CapitaLand Treasury as borrower and CapitaLand as guarantor on securing a S$300 million (US$218m) multi-currency sustainability-linked loan from DBS Bank. The five-year term loan and revolving credit facility is the first and largest sustainability-linked loan in Asia’s real estate sector. It is also Singapore’s largest sustainability-linked financing provided by a sole lender. This loan extends beyond the conventional concept of being ‘green’ or attaining a green rating, as it is explicitly linked to CapitaLand’s listing on the Dow Jones Sustainability World Index, which tracks the performance of the world’s leading companies in environmental, social and governance efforts. Partner Marilyn See led the firm’s team in the transaction.

Skadden has advised Innovent Biologics, a world-class China-based biopharmaceutical company, on its HK$3.3 billion (US$421m) global offering and listing in Hong Kong. Trading commenced on October 31, 2018. Hong Kong partner Julie Gao led the firm’s team in the transaction.

Sullivan & Cromwell (Hong Kong) is representing Taiwan Cement on its up to US$1.1 billion investment in Ordu Yardimlasma Kurumu (OYAK) (Turkey), by way of forming a joint venture with OYAK, in which Taiwan Cement and OYAK will hold 40 percent and 60 percent interests, respectively. Corporate partners Gwen Wong (Beijing) and Ching-Yang Lin (Hong Kong) and anti-trust partner Juan Rodriguez (London) are leading the firm’s team in the transaction, which was announced on October 26, 2018.

Wong & Partners, the member firm of Baker McKenzie in Malaysia, has advised Nestle (Malaysia) on its proposed M$155.3 million (US$37.3m) disposal of its chilled dairy and manufacturing business, through its subsidiaries Nestle Products and Nestle Manufacturing (Malaysia), to Lactalis Trading Malaysia and Lactalis Manufacturing Malaysia. The proceeds from the strategic transaction will allow Nestle to, among others, invest more than M$100 million (US$24m) to expand its MILO factory in Chembong, Negeri Sembilan. Nestle Products’ principal activities are marketing, distribution and sale, both locally and for export, of food and beverage products. Nestle Manufacturing’s principal activities are manufacturing and exporting of food and beverage products. Partner Stephanie Phua led the firm’s team in the transaction, which is subject to completion conditions.

Wong & Partners, a member firm of Baker McKenzie International, has also advised StashAway Malaysia on securing the approval from the Securities Commission for its capital market services licence for digital investment management in Malaysia. StashAway Malaysia is a Singapore-based robo-adviser known for its digital wealth management platform. Robo-advisors, or “robos”, are growing in prevalence in Europe and North America. Currently, robos in Malaysia have yet to empower all investors. StashAway Malaysia will be the first in the country to offer highly sophisticated, goal-oriented investment services to everyone, regardless of net worth. With no minimum balance, the ability to withdraw at any time, and low management fees that range from just 0.2 percent to only 0.8 percent, investors on StashAway Malaysia’s intuitive platform can finally invest on their terms and reach their financial goals sooner. Financial services regulation partner Sue Wan Wong led the firm’s team in the transaction.

WongPartnership has acted for Epsilon Asia Holdings II, an affiliate of Kohlberg Kravis Roberts & Co, on the subscription of new Series D Shares of PropertyGuru for approximately S$200 million (US$145.6m). Partners Ng Wai King and Kyle Lee led the firm’s team in the transaction.

Deals – October 31, 2018 

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Allen & Gledhill has acted as Singapore counsel to Ascendas Fund Management, the manager of Ascendas Real Estate Investment Trust, on the £200.03 million (US$227m) acquisition of 12 logistics properties in the UK. Deputy managing partner Jerry Koh and partner Foong Yuen Ping led the firm’s team in the transaction.

Allen & Overy has advised the BMW Group on its contract extension for the joint venture BMW Brilliance Automotive (BBA) and its intention to increase its stake in BBA from 50 percent to 75 percent. BBA is a JV between BMW and Brilliance China Automotive (CBA). The transaction is subject to the approval of the relevant authorities and the consent of CBA shareholders. The JV also announced an investment of more than €3 billion (US$3.4b) in new and existing plant structures in Shenyang in the coming years. Partners Jack Wang (Shanghai) and Michael Jacobs (Hong Kong) led the firm’s team in the transaction, which is the first move by a foreign automotive brand to take a controlling stake in an automotive manufacturing joint venture in China.

AZB & Partners is advising Reliance Industries on the Rs22.9 billion (US$310m) acquisition by Jio Futuristic Digital Holdings, Jio Digital Distribution Holdings and Jio Television Distribution Holdings of a controlling interest in Den Networks. Partners Ashwath Rau, Harsh Maggon, Samir Gandhi and Rahul Rai are leading the firm’s team in the transaction, which was signed on October 17, 2018 and is yet to be completed.

Clifford Chance has advised a banking consortium led by Deutsche Bank on the €278.25 million (US$316.3m) listing of Chinese household appliance producer Qingdao Haier on the German-Chinese stock exchange platform Ceinex (China Europe International Exchange) in Frankfurt. Next to Deutsche Bank, the consortium consisted of UBS, JP Morgan and CICC, which acted as joint book-runners. Qingdao Haier has so far only been listed in Shanghai with A-shares and is thus the first company to seek a second listing on the D-shares market since Ceinex was founded in 2015. The company’s D-shares started trading on October 24, 2018. The entry into the European capital markets is an important part of Qingdao Haier’s globalisation strategy. The company intends to use part of the proceeds to finance the parallel acquisition of the Italian household appliance producer Candy for €475 million (US$539.5m). Partners George Hacket, Marcus Stephanblome, Olaf Mertgen, Jean Thio and Connie Heng led the firm’s team in the transaction.

Gibson, Dunn & Crutcher is representing Kraft Heinz on the definitive agreement to sell Indian brands Complan, Glucon-D, Nycil and Sampriti to Zydus Cadila at a valuation of approximately Rs46 billion (US$625m) on a debt-free and cash-free basis. Under the agreement, Kraft Heinz will sell to Zydus Wellness, jointly with Cadila Healthcare, 100 percent of its equity shares in Heinz India, which is comprised of Complan, Glucon-D, Nycil and Sampriti brands, and two manufacturing facilities. At current exchange rates, this business generates approximately US$150 million in net sales and approximately US$30 million in adjusted EBITDA. The sale is not expected to have a material impact on Kraft Heinz’s annual financial results. The deal is expected to close in early 2019, subject to regulatory approvals and other customary closing conditions. Kraft Heinz is the fifth-largest food and beverage company in the world. Zydus Wellness is the listed entity of the Zydus group and is one of the leading companies in the fast growing Indian consumer health market. New York corporate partners Barbara Becker and Saee Muzumdar and Singapore corporate partner Jai Pathak are leading the firm’s team in the transaction, while Cyril Amarchand Mangaldas, led by Mumbai managing partner Cyril Shroff and supported by partners Nivedita Rao, Ruetveij Pandya, Anchal Dhir, Ranjan Negi, Ashish Jain, Rashmi Pradeep, Avaantika Kakkar and Anshuman Sakleprovided, is acting as Indian counsel.

Gide is advising the Icicle group, a high-end Chinese fashion brand, on its buy-out of the luxury label Carven through its subsidiary in Paris. As part of the deal, Icicle is acquiring the design house, its remaining four stores in France, and all employees. The eco-friendly, Shanghai-based fashion company beat seven other bidders for the struggling French label, marking its third major investment in France, after opening a design centre in 2013 and acquiring real estate last year for its upcoming flagship store in Paris. Partners Caroline Texier (restructuring), Arnaud Michel (intellectual property), Bertrand Oldra (real estate) and Foulques de Rostolan (labour) are leading the firm’s team in the transaction.

J Sagar Associates has acted as underwriters’ counsel to IDBI Capital Markets & Securities, Axis Capital and SBI Capital Markets on the IPO of Ircon International. The IPO comprised of an offer for sale by the President of India, acting through the Ministry of Railways, of approximately ten million equity shares for approximately Rs4.7 billion (US$63.8m). Ircon is an integrated Indian engineering and construction company, specialising in major infrastructure projects. It has experience in executing major construction and infrastructure projects, both internationally and domestically. Partners Rohitashwa Prasad, Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

J Sagar Associates has also advised the Pune Metropolitan Region Development Authority, Government of Maharashtra, on the approximately US$1.2 billion Pune Metro Line III (Hinjewadi-Shivajinagar) Project. Awarded to Trill Urban Transport and Siemens Project Ventures consortium, it is the first metro rail project being developed under the Metro Rail Policy of 2017. Partners Venkatesh Raman Prasad and Vishnu Sudarsan led the firm’s team in the transaction.

Mayer Brown has represented Development Bank of Mongolia (DBM), Mongolia’s development and export-import bank, on its benchmark US$500 million five-year bond that closed last week. DBM, a wholly government-owned and systematically important bank, were priced at 98.973 percent on a coupon of 7.25 percent to yield 7.5 percent. The bank will use the net proceeds to refinance existing debt, lower its cost of funding and extend the maturity profile of its existing indebtedness. The issuance marks another step in Mongolia’s positive trajectory by refinancing short-dated US dollar-denominated debt and reducing interest rate risk by shifting a portion of borrowings to a fixed interest rate. Global co-leader of the corporate and securities practice partner Jason Elder, supported by partners Thomas Kollar (Hong Kong), Doos Choi (Hong Kong), Jason Bazar (New York), Jared Goldberger (New York) and Lennine Occhino (Chicago), led the firm’s team in the transaction.

L&L has advised two separate consortiums of lenders led by State Bank of India on two term loan facilities, with letter of credit facilities and bank guarantee facilities as sub-limits, of Rs52.82 billion (US$718m) and Rs52.33 billion (US$711m) made available to Hindustan Urvarak & Rasayan, to partly finance the cost of construction and development of natural gas based urea manufacturing complex projects with an aggregate urea capacity of 7,770 tons per day and ammonia capacity of 4,400 tons per day, in Barauni (Bihar) and Sindri (Jharkhand), respectively. Partner Aniket Sengupta led the firm’s team in the transaction.

S&R Associates has represented Bertelsmann India Investments on an investment in Delightful Gourmet, which operates Licious, a food brand in the meat and seafood category, as part of a US$25 million financing round also involving Vertex Ventures Southeast Asia & India, UCLA and other investors. Partner Rachael Israel led the firm’s team in the transaction.

Deals – October 24, 2018 

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Allen & Gledhill has acted as transaction counsel to Housing and Development Board on the issue of S$700 million (US$507.4m) in principal amount of fixed rated notes due 2025 as Series 082, under its S$32 billion (US$23.2b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill is also advising Surbana Jurong Capital (SJC) on its joint venture agreement to set up a fund management company (FMC) with Mitsubishi. SJC is the newly established financial service arm of Surbana Jurong (SJ). The FMC will be a joint venture with equal shares between SJC and Mitsubishi, and will be jointly managed by both parties. The FMC will set up an investment fund to invest in urban development projects in emerging Asia, where such projects may include transit-oriented developments, such as aviation or rail-related developments, affordable housing, as well as other urban-related infrastructure. SJC and Mitsubishi will each contribute up to US$250 million to seed the fund, and the FMC will also raise and manage funds from other accredited or institutional third-party investors. Partners Richard Young, Mark Quek, Danny Tan, Ng Wuay Teck and Elsa Chen are leading the firm’s team in the transaction.

AZB & Partners is advising JM Financial and Edelweiss Financial Services, as the book-running lead managers, on the IPO of equity shares by Prince Pipes and Fittings aggregating up to Rs6 billion (US$81.3m), comprising a fresh issue aggregating up to Rs4 billion (US$54.2m) and an offer for sale by the promoter selling shareholders aggregating up to Rs2 billion (US$27.1m). Partners Varoon Chandra and Lionel D’Almeida are leading the firm’s team in the transaction, which was signed on October 15, 2018 and is yet to be completed.

AZB & Partners has also advised HIG Capital on its acquisition of the Buck business of Conduent, which involves an indirect acquisition of Wichtig India HR Solutions. The global closing occurred on August 13, 2018, while the India closing occurred on October 17, 2018. Partners Ashwath Rau and Anu Tiwari led the firm’s team in the transaction.

Conyers Dill & Pearman has advised Stolt-Nielsen on the closing of its LNG joint venture, Avenir LNG, with Golar LNG and Höegh LNG joining as shareholders of Avenir. Avenir will use the funds to invest in small-scale LNG carriers, a small-scale storage terminal and regasification facilities. The LNG terminal and distribution facility will be constructed in the port of Oristano, Sardinia. Bermuda director Guy Cooper, working alongside Eversheds Sutherland, led the firm’s team in the transaction, which was completed on October 10, 2018.

Conyers Dill & Pearman has also advised Urovant Sciences on its IPO of ten million common shares at a price to the public of US$14.00 per share, for total gross proceeds of US$140 million. Urovant has granted the underwriters a 30-day option to purchase up to 1.5 million additional common shares at the IPO price, less the underwriting discounts and commissions. Urovant is a clinical-stage biopharmaceutical company focused on developing therapies for urologic conditions. Bermuda director Neil Henderson led the firm’s team in the transaction, which was completed on October 10, 2018.

Howse Williams Bowers has acted as Hong Kong counsel to Ample Capital, as the sole sponsor, and Alpha Financial Group, as the sole global coordinator and joint bookrunner, on the HK$95 million (US$12.12m) listing of the shares of MOS House Group in Hong Kong. The shares commenced trading on October 19, 2018. MOS House is a retailer and supplier of overseas manufactured tiles in Hong Kong, specialising in high-end European imported porcelain, ceramic and mosaic tiles. It was the largest player in the overseas manufactured tile retailing industry in Hong Kong in 2017, in terms of revenue. MOS House operates 18 retail shops in Hong Kong, providing home improvement, remodelling and furnishing materials. Partner Brian Ho led the firm’s team in the transaction.

J Sagar Associates has advised the Nuziveedu Group on the writ petition filed by the Monsanto Group, composed of Monsanto, Mahyco Monsanto Biotech India and Monsanto Holding, before the Delhi High Court challenging the jurisdiction of the Competition Commission of India (CCI) and the Director General (DG) to investigate the conduct of office bearers of Monsanto. The petition challenged CCI’s order directing the DG to investigate the conduct of Monsanto and its office bearers for abusing its dominant position. The order was passed, based on a complaint filed by Indian seed companies Nuziveedu Seeds, Prabhat Agri Biotech and Pravardhan Seeds against Monsanto. Monsanto primarily argued that any investigation into the conduct of office bearers requires an affirmative finding of violation by an enterprise (Monsanto) under Section 27 of the Competition Act, 2002 by the CCI. A Division Bench of the Delhi High Court had earlier held in Cadila Healthcare and Anr v CCI that the scheme of the Competition Act does not contemplate separate proceedings against the company and its office bearers. Based on the Cadila Judgment, the Nuziveedu Group moved an urgent application before the Delhi High Court seeking the dismissal of the writ petition on the basis that the Cadila Judgement has concluded the issues raised by Monsanto. Monsanto’s writ petition has been dismissed by the Court. Partners Amitabh Kumar and Vaibhav Choukse represented the clients.

J Sagar Associates has also acted as underwriters’ counsel to IDBI Capital Markets & Securities, Axis Capital and SBI Capital Markets on the IPO of Ircon International. The IPO comprised of an offer for sale by the President of India, acting through the Ministry of Railways, of approximately ten million equity shares for approximately Rs4.7 billion (US$63.8m). Ircon is an integrated Indian engineering and construction company, specialising in major infrastructure projects. It has experience in executing major construction and infrastructure projects, both internationally and domestically. Partners Rohitashwa Prasad, Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Cayman Islands company Viomi Technology on its IPO of 11.4 million American Depositary Shares, representing its 34.2 million Class A ordinary shares, and listing on the Nasdaq. Viomi Technology is a Xiaomi-backed supplier of Internet-connected home appliances. The offering, which closed on September 27, 2018, raised approximately US$150 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel and Han Kun Law Offices acted as China counsel. Cleary Gottlieb Steen & Hamilton acted as US counsel, while Zhong Lun Law Firm acted as China counsel to Morgan Stanley and CICC, as the underwriters.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to CK Property Finance on the update of its US$5 billion euro medium term note programme, under which notes will be issued by way of debt issues to professional investors, unconditionally and irrevocably guaranteed by CK Assets Holdings. The programme is listed in Hong Kong. Partner Lorraine Pao led the firm’s team in the transaction, which closed on October 11, 2018. Linklaters represented the dealers as to English law.

Sullivan & Cromwell is representing Houlihan Lokey Capital, as financial adviser to the Special Committee of Hanwha Q CELLS, on its definitive plan of merger with Hanwha Solar Holdings (South Korea), a subsidiary of Hanwha Chemical (South Korea), pursuant to which Hanwha Q CELLS will be acquired by Hanwha Solar in an all-cash transaction, implying an equity value of Hanwha Q CELLS of approximately US$825 million. Los Angeles corporate partners Eric Krautheimer and Rita-Anne O’Neill are leading the firm’s team in the transaction, which was announced on October 15, 2018.

Sullivan & Cromwell is also representing Fiat Chrysler Automobiles and Magneti Marelli on the definitive agreement to sell the Magneti Marelli automotive components business to KKR portfolio company CK Holdings (Hong Kong), a holding company of Calsonic Kansei (Japan), representing a transaction value of €6.2 billion (US$7.1b), plus assumed debt and liabilities. Corporate partners Scott Miller (New York), Davis Wang (New York) and Juan Rodriguez (London) are leading the firm’s team in the transaction, which was announced on October 22, 2018.

TT&A has advised the Fairfax group of companies on the increase in its existing shareholding of Bangalore International Airport (BIA). The transaction involved the acquisition of six percent equity shares of BIA by the Fairfax group from Siemens Project Ventures. Post-transaction, the Fairfax group’s shareholding in BIA will stand increased from 48 percent to 54 percent, thereby making BIA a subsidiary of the Fairfax group. Delhi counsel Sonam Mathur led the firm’s team in the transaction, which the CCI unconditionally approved.

TT&A has also advised Unilever on the internal corporate reorganisation of the Unilever group of companies. The transaction involved an internal corporate reorganisation of the Unilever group of companies, aimed at the simplification of the Unilever group’s corporate structure. Delhi counsel P Ram Kumar led the firm’s team in the transaction, while Linklaters acted as global antitrust counsel. The CCI unconditionally approved the transaction, which was ultimately called off.

Wong & Partners, a member firm of Baker McKenzie International, has advised Press Metal Aluminium Holdings, the largest integrated aluminium producer in Southeast Asia, on its proposed A$250 million (US$176.8m) acquisition of a 50 percent stake in Japan Alumina Associates (Australia) (JAA) from Itochu Corporation and Itochu Minerals & Energy of Australia, through its 80 percent-owned subsidiary Press Metal Bintulu. JAA is principally an investment holding company which holds a ten percent interest in the Worsley Alumina Project, one of the world’s largest and lowest-cost alumina producers. Partners Mark Lim and Ee Von Teo, supported by Baker McKenzie Australia principals Adrian Chin and Richard Lustig and Baker McKenzie Wong & Leow local principal Melissa Healy, led the firm’s team in the transaction, which was signed on October 17, 2018.

Deals — October 18, 2018

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Allen & Gledhill has acted as transaction counsel to a club of 15 Japanese banks, including the Development Bank of Japan, Mizuho Bank, and MUFG Bank, on the ¥30 billion (US$267.4m) term loan facilities to Olam Treasury, a wholly-owned subsidiary of Olam International. Development Bank of Japan, Mizuho Bank and MUFG Bank were appointed as mandated lead arrangers and book-runners. Mizuho Bank was appointed as facility agent. The proceeds of the facilities will be applied towards refinancing of existing loans of Olam and its subsidiaries, and for general corporate purposes. Partner Mark Hudspeth led the firm’s team in the transaction.

Allen & Gledhill has also advised Surbana Jurong on the establishment of a US$1 billion multicurrency debt issuance programme, as well as its issue of S$350 million (US$255m) 4.11 percent notes due 2025 under the programme. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised Axis Bank on its issuance, through its Singapore Branch, Hong Kong Branch, Dubai International Financial Centre, GIFT City Branch or other foreign branch, of notes denominated in any currency for an aggregate value not exceeding US$5 billion or its equivalent in other currencies. Partners Shameek Chaudhuri and Varoon Chandra led the firm’s team in the transaction, which was completed on October 1, 2018.

AZB & Partners has also advised Global Logistic Properties on its acquisition of a stake in IndoSpace’s managed investment vehicles and in IndoSpace Core. Partner Ashwath Rau and Kashish Bhatia led the firm’s team in the transaction, which was valued at more than US$10 million and is yet to be completed.

Baker McKenzie has advised LGT Group Foundation on its cornerstone investment in China Renaissance Holdings, an investment bank dedicated to China’s new economy businesses. China Renaissance successfully went public in Hong Kong on September 27, 2018, raising US$347 million. As a cornerstone investor, LGT has acquired a US$25 million stake in the business. Other cornerstone investors include Alipay (Hong Kong) Holding, Snow Lake China Master Fund and Snow Lake China Master Long Fund. Baker McKenzie Wong & Leow Singapore principal Ai Ai Wong, supported by Hong Kong partners Dorothea Koo and Ivy Wong, led the firm’s team in the transaction.

Drew & Napier has acted as Singapore counsel to Haidilao International Holding on its global offering of approximately 424.5 million shares in Hong Kong. Haidilao is a global leading and fast-growing Chinese cuisine restaurant brand. The net proceeds from the global offering to be received by Haidilao are estimated to be approximately S$1.27 billion (US$924.7m), after deduction of the relevant expenses. Directors Petrus Huang and Wu Geng led the firm’s team in the transaction.

J Sagar Associates has advised Teleperformance SE on the India leg of the acquisition of the Intelenet group of companies from Blackstone. Teleperformance is the worldwide leader in outsourced omnichannel customer experience management, serving as a strategic partner to the world’s largest companies in a wide variety of industries. Intelenet, with offices across the Americas, Europe, Middle East, India and the Philippines, is a major global provider of high-end omnichannel customer experience management, back-office, human resources and financial and administration services in the banking, financial services and insurance sector, as well as the travel, transport and accommodation, e-commerce, e-services, and healthcare sectors. Blackstone is a leading global alternative asset manager. Partners Tony Verghese, Amitabh Kumar and Vaibhav Choukse led the firm’s team in the transaction, which was valued at approximately US$1 billion.

J Sagar Associates has also advised Origo Commodities (India) and its promoters on its Rs800 million (US$11m) round of equity funding from Caspian SME Impact Fund IV, Oikocredit Ecumenical Development Co-Operative Society and Stichting Hivos-Triodos Fonds. Origo provides post-harvest management services for agricultural commodities and end-to-end solutions for procurement, handling, preserving, storing and financing farm produce. Origo will utilise the funds to strengthen its financing and logistics solutions. Partners Probir Roy Chowdhury and Vishnu Nair led the firm’s team in the transaction.

King & Wood Mallesons has advised Prinx Chengshan (Cayman) Holding on its IPO of 135 million offer shares in Hong Kong. Prinx Chengshan was listed on October 9, 2018. Priced at HK$5.89 (US$0.75) per share, the net proceeds raised from the listing were approximately HK$795 million (US$101.4m), before the exercise of the over-allotment option. BOCI Asia was the sole sponsor, while Guotai Junan Securities (Hong Kong) was the sole global coordinator of the offering. Prinx Chengshan is a leading domestic tire manufacturer in the all steel radial tires replacement market for commercial vehicles, excluding industrial vehicles, in China. Hong Kong partners Candy Chan and Kanne Leung, Beijing partners Jin QingJun and Jia Diyan, and Shanghai partner Zhang Hengshun led the firm’s team in the transaction.

Maples and Calder has acted as Cayman Islands counsel to Baidu on the US$1.9 billion acquisition by TPG Capital, The Carlyle Group, Taikang Insurance Group and ABC International Holdings of a 58 percent stake in Du Xiaoman Financial from Baidu. Nasdaq-listed Baidu is the leading Chinese language internet search provider. Under the terms of the transaction, the buying consortium, led by TPG Capital and The Carlyle Group, agreed to acquire a majority stake in the financial service business, or Financial Services Group, from Baidu, and renamed the business as “Du Xiaoman”. EY acted as a financial adviser to Baidu. Partner Matt Roberts led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel.

Maples and Calder (Hong Kong) has also acted as Cayman Islands and BVI counsel to CIFI Holdings (Group) on its issue of US$300 million 5.5 percent senior notes due 2022. 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 US and Hong Kong counsel. Davis Polk & Wardwell acted as US counsel to Credit Suisse, CEB International and Orient Securities (Hong Kong), as the joint lead managers.

Rajah & Tann Singapore has advised Japfa on a US$303 million syndicated acquisition financing, with Cooperative Rabobank Singapore Branch and DBS Bank as mandated lead arrangers and book-runners. The financing was for the acquisition of shares in Japfa’s subsidiaries. Partner Ng Sey Ming led the firm’s team in the transaction.

Rajah & Tann Singapore is also acting for Hong Leong Asia on its renounceable non-underwritten rights issue to raise gross proceeds of up to S$202.3 million (US$147.3m). Together with its subsidiaries, the company is the trade and industry arm of Singapore’s Hong Leong Group, and manufactures, distributes and sells diesel engines in China, as well as sells and supplies building materials in Singapore and Malaysia. Partner Cynthia Goh is leading the firm’s team in the transaction.

Shook Lin & Bok is acting for Perpetual (Asia), as trustee of Viva Industrial Real Estate Investment Trust, on the proposed merger of Viva Industrial Trust (VIT) and ESR Reit. The merger, which will be effected through an acquisition by ESR Reit of all the stapled securities of VIT, by way of a trust scheme of arrangement in accordance with the Singapore Code on Take-overs and Mergers, is for all the issued and paid-up stapled securities of VIT held by the stapled security holders of VIT, and the units in ESR Reit held by the unitholders of ESR Reit. The transaction, which amounts to approximately S$1.5 billion (US$1.1b), marks the first successful merger in Singapore of two Reits by way of scheme of arrangement. Partners Tan Woon Hum and Andrea Ng are leading the firm’s team on the transaction.

Sullivan & Cromwell (Hong Kong) has represented ENN Group International Investment (BVI) on its share transfer agreement with a wholly-owned subsidiary of Hony Capital (China) to acquire from Hony the entire issued share capital of an investment holding company, which holds 100 million ordinary shares of Santos (Australia), representing approximately 4.8 percent of total issued share capital of Santos, for a total consideration of approximately US$449 million. Hong Kong corporate partners Kay Ian Ng and Jamieson Logie led the firm’s team in the transaction, which was announced on September 19, 2018.

WongPartnership has acted for Temasek Holdings on the US$166 million Series D fundraising round for One Championship, a Singapore-based mixed martial arts promotion. Partners Mark Choy, Kyle Lee and Kylie Peh led the firm’s team in the transaction.

Deals – October 10, 2018

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Allen & Gledhill, together with Mori Hamada & Matsumoto, has represented Hitachi on the arbitration proceeding initiated by Posco ICT (PICT) against Hitachi under the SIAC rules. The dispute arises from the agreement between the parties on the construction of new railway infrastructure in Ho Chi Minh City, Vietnam, whereby PICT sued Hitachi for breach, termination of the agreement and for damages. Hitachi filed a counterclaim against PICT for breach of the agreement and damages. The case was decided in Hitachi’s favour by the arbitral tribunal on July 20, 2018. PICT’s claim was dismissed, while Hitachi was granted damages in the sum of US$51.79 million, interests and costs against PICT. Partners Chong Yee Leong, Chua Kee Loon and Ng Si Ming led the firm’s team in representing the client.

Allen & Gledhill has also advised United Overseas Bank, DBS Bank, Oversea-Chinese Banking Corporation, Hong Leong Finance and Malayan Banking Singapore Branch on the S$916 million (US$663.3m) syndicated loan facilities to Florence Development. The proceeds of the facility were used to finance the collective purchase and redevelopment of a residential estate known as “Florence Regency” in Singapore. Partners Lyn Wee, Serena Choo and Aloysius Ng led the firm’s team in the transaction.

AZB & Partners is advising Sequoia Capital India Growth Investment Holdings I (SCI-GIH) and SCI Growth Investments II (SCI) on Stove Kraft’s IPO of equity shares, comprising of a fresh issue of up to Rs1.45 billion (US$19.6m) by Stove Kraft and an offer for sale of approximately 7.2 million equity shares by certain of its existing shareholders, including up to 640,906 equity shares by Rajendra Gandhi, 250,000 equity shares by Sunita Rajendra Gandhi, approximately 1.3 million equity shares by SCI-GIH and approximately five million equity shares by SCI. Partner Madhurima Mukherjee is leading the firm’s team in the transaction, which is yet to be completed.

AZB & Partners has also advised Michael & Susan Dell Foundation on its sale, together with other entities, of 100 percent shareholding of Micro Housing Finance to Svatantra Holdings. Senior partner Hardeep Sachdeva and partner Ravi Bhasin led the firm’s team in the transaction, which was valued at Rs2.5 billion (US$33.7m) and was completed on September 11, 2018.

Hogan Lovells has provided advice on US and international securities law issues to Ircon International, together with the Government of India as selling shareholder, in Ircon’s IPO, which closed in the first week of October 2018. Formerly Indian Railway Construction, Ircon is the Indian government’s transportation construction arm. The IPO is part of an effort to privatise some of the government’s state-owned enterprises and public assets, to raise approximately US$12.5 billion by divestment in 2018-2019. Ircon is the second railway state-owned enterprise to be publicly listed. Hong Kong partner Stephen Peepels led the firm’s team in the transaction.

J Sagar Associates has advised the promoters of Ban Labs on the sale of the haircare products (under the brand name Sesa) manufacturing business to Sesa Care, an SPV incorporated by private equity fund True North. The ‘Sesa’ product portfolio includes ayurvedic and cosmetic products. As part of the transaction, Sesa Care has acquired the undertaking from Ban Labs on a slump sale basis. The brand ‘Sesa’, as well as more than 100 other sub-brands, has been assigned by an LLP (in which the promoters of Ban Labs are partners) to Sesa Care. The consideration received by Ban Labs against the slump sale has been partially utilised to acquire 26 percent shareholding in Sesa Care. Ban Labs is also entitled to an upside sharing, in the event True North gets an exit above an agreed threshold amount. Partner Sidharrth Shankar led the firm’s team in the transaction, which was valued at more than Rs11.5 billion (US$155m).

J Sagar Associates has also advised Camions Logistics Solutions (GoBOLT) and its promoters on its approximately US$5 million Series B fund raise from Aavishkaar Bharat Fund, registered with SEBI as an AIF. GoBOLT provides technology-enabled road logistic and e-commerce logistics to its clients, with services which include right vehicle selection, route/delivery planning, real time tracking, reliable documentation and control, and high level of service orientation with a single point of contact for each account. GoBOLT will utilise the funds for its expansion and working capital. Partner Pallavi Puri led the firm’s team in the transaction.

K Law has advised IL & FS Private Equity on its Rs130 million (US$1.75m) acquisition of stake in Capiler Business Solutions. Associate partner Prateek Mohapatra led the firm’s team in the transaction, which was completed on August 9, 2018.

K Law has also advised Mumbai-headquartered Citius Tech, a subsidiary of Citius Tech Healthcare Technology and a leading provider of healthcare technology solutions and services, on its approximately US$13.9 million acquisition of 60 percent interest in FluidEdge Consulting, a national healthcare management consulting company headquartered in Philadelphia, USA. Partner Shwetambari Rao led the firm’s team in the transaction, which was completed on August 21, 2018. Blank Rome acted as US counsel for Citius Tech. Morgan, Lewis & Bockius advised Fluidedge Consulting.

Khaitan & Co has advised IndusInd Bank as the lender on the financial assistance, by way of a Rs2.3 billion (US$31m) rupee term loan facility; a Rs700 million (US$9.4m) rupee term loan facility, including sub-limits by way of a Rs700 million (US$9.4m) letter of credit facility; Rs500 million (US$6.7m) cash credit; and Rs1.4 billion (US$18.9m) derivative facility to Quality Care India to refinance existing borrowings, for a total of Rs4.9 billion (US$66m). The facilities were secured by way of a charge on the moveable and immoveable assets and the current assets of the borrower. IndusInd Bank provides various banking products and services to individuals, NRIs, business owners, corporates, and government and financial institutions. Partner Manisha Shroff led the firm’s team in the transaction.

Khaitan & Co has also advised Inventia Healthcare on an IPO of equity shares, comprising of a fresh issue and an offer for sale of approximately 3.2 million equity shares by the selling shareholders. Inventia Healthcare develops, manufactures, and sells various pharmaceuticals formulations in India and abroad. Partner Aditya Cheriyan led the firm’s team in the transaction.

King & Wood Mallesons has represented Qingdao West Coast Holdings as the offeror under the laws of Hong Kong on the unconditional mandatory cash offer to acquire all the issued shares in Hong Kong-listed Prosper Construction Holdings. The general offer was completed on October 3, 2018, at approximately HK$1.32 (US$0.168) per Prosper share, valuing the transaction at more than HK$1.05 billion (US$134m). Guotai Junan Capital acted as Qingdao West Coast’s financial adviser. The ultimate parent company of Qingdao West Coast is a Chinese state-owned group, which is principally engaged in infrastructure construction, land and real estate development and other industrial investments and operations. Prosper Construction and its subsidiaries provide marine construction services and leasing and trading of vessels. Sheldon Tse, Hong Kong partner and head of corporate and securities, led the firm’s team in the transaction.

King & Wood Mallesons has also advised OPUS Group on its move from the Australian Securities Exchange (ASX), through a first-of-its-kind scheme of arrangement, and listing in Hong Kong (HKEX) of its newly incorporated Bermudan holding entity, Left Field Printing Group. This marks the first successful delisting of an Australian-listed company from the ASX to be made in conjunction with the listing on the HKEX of a Bermudan holding entity. Through the transaction, OPUS Group shareholders transferred all of their shares to Left Field Printing, in exchange for shares in Left Field Printing. This was effected by way of a scheme of arrangement between OPUS Group and its shareholders. Left Field Printing was listed in Hong Kong on October 8, 2018. The listing included a share offer comprising 105 million offer shares. Priced at HK$1.00 (US$0.128) per Left Field Printing share, the net proceeds raised were approximately HK$68.1 million (US$8.7m). OPUS Group is a non-wholly owned subsidiary of Lion Rock Group. OPUS Group is a printing solutions and services provider based in Australia. Hong Kong partners John Baptist Chan and Candy Chan and Australia partner Nigel Hunt led the firm’s team in the transaction.

L&L Partners has advised Gaja Capital on its investment in KOOH Sports, through a subscription of securities, along with purchase of shares, from existing institutional investors Faering Capital India Evolving Fund, Tata Consultancy Services and HDFC Holdings. Partner Deepak THM led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to LAIX, a Cayman Islands company, on its IPO of 5.75 million American Depositary Shares, representing its 5.75 million Class A ordinary shares, and the listing of such ADSs in New York. LAIX is an artificial intelligence company in China that creates and delivers products and services to popularise English learning. The offering, which closed on October 1, 2018, raised approximately US$72 million. Partner Richard Spooner led the firm’s team in the transaction. Skadden, Arps, Slate, Meagher & Flom acted as US counsel, while Fangda Partners acted as China counsel to LAIX. Kirkland & Ellis International acted as US counsel, while JunHe acted as China counsel to Morgan Stanley and Goldman Sachs as the underwriters.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to CooTek, a Cayman Islands company, on its IPO of 4.35 million American Depositary Shares, representing its 217.5 million Class A ordinary shares, and the listing of such ADS in New York. CookTek is a mobile internet developer focused on mobile applications for worldwide users. The offering, which closed on October 2, 2018, raised approximately US$45.1 million. Partner Richard Spooner also led the firm’s team in the transaction. Skadden, Arps, Slate, Meagher & Flom acted as US counsel, while Junhe acted as China counsel to CooTek. Cleary Gottlieb Steen & Hamilton acted as US counsel, while Han Kun Law Offices acted as China counsel to Credit Suisse, Merrill Lynch, Citigroup and KeyBanc Capital Markets as the underwriters.

Orrick has advised Qingdao Haier, the world’s largest domestic appliance brand, on its €475 million (US$545.5m) investment of Candy, further accelerating Haier’s growth in the European market. The transaction, subject to regulatory filings, approvals and other customary closing conditions, is expected to be completed in early 2019. JPMorgan acted as financial adviser to Qingdao Haier. Partners Xiang Wang, Jeffrey Sun, Betty Louie, Alessandro De Nicola and Marco Dell’Antonia led the firm’s cross-border team in the transaction.

Rajah & Tann Singapore is acting for Singapore Press Holdings (SPH) in the S$1.9 billion (US$1.37b) pre-conditional voluntary general offer for M1 by Keppel and SPH. M1 provides telecommunications services, international call services and fixed services, retail sales of telecommunications equipment and accessories, and customer services. SPH and Keppel are making the offer through Konnectivity, a special purpose vehicle which is jointly held by Keppel and SPH. Partners Lawrence Tan and Favian Tan are leading the transaction.

Rajah & Tann Singapore is also acting for ADC Singapore Trust, a sub-trust of the Ascendas Data Centre Trust established by Ascendas-Singbridge Group, on its acquisition of the JTC property situated at 9 Tai Seng Drive, Singapore, for S$99.6 million (US$72m), from Sabana Shari’ah Compliant Industrial Real Estate Investment Trust. Strategically located within Singapore’s core data centre hub and largest network ecosystem in Tai Seng Industrial Estate, the six-storey industrial building is used as a carrier hotel / data centre. Ascendas-Singbridge Group intends to undertake asset enhancement initiatives to develop the property into a state-of-the-art data centre and host location for customers seeking quality colocation services for their IT equipment. Partners Norman Ho and Vikna Rajah are leading the transaction.

Skadden has acted as international underwriter’s counsel to Merrill Lynch International on the ¥37.1 billion (US$328m) equity offering by Outsourcing, which trades in Tokyo. Outsourcing is one of the fastest growing HR solutions providers in Japan, primarily offering temporary staffing services to companies in Japan and overseas. Partners Kenji Taneda (Tokyo) and Danny Tricot (London) led the firm’s team in the transaction.

Weerawong C&P has advised Total Access Communication and its subsidiary dtac TriNet, leading mobile service providers in Thailand, on the auction of the 1800MHz spectrum licence held by the Office of The National Broadcasting and Telecommunications Commission. dtac was the auction winner for one licence of 2 x 5MHz spectrum bandwidth covering 1745-1750MHz/1840-1845MHz, at the final bid price of approximately Bt12.5 billion (US$379m). The acquisition of the 1800MHz spectrum as part of dtac’s current portfolio will not only allow dtac to maintain 2G service for its large base of customers but will also provide 4G network capacity to serve the massive growth of data usage in Thailand. Senior partner Veeranuch Thammavaranucupt and partner Warathorn Wongsawangsiri led the firm’s team in the transaction.

Weerawong C&P has also advised Total Access Communication and its subsidiary dtac TriNet , major mobile service providers in Thailand, on entering into the Tower Dispute Settlement and Tower Service Agreement, as well as the Fiber and other Equipment Service Agreement, with CAT Telecom, formerly, the Communications Authority of Thailand. dtac is the first telecom company to reach an agreement with its concession grantor to settle their long standing tower disputes. dtac has also agreed to lease the disputed towers and other telecom equipment for its continued operations. The transaction provides mutual benefits for the parties and great benefit to dtac customers.

WongPartnership is acting for Keppel Telecommunications & Transportation as concert party on Keppel Corporation and Singapore Press Holdings’ pre-conditional voluntary general offer to acquire all the issued and paid-up ordinary shares in the capital of M1. The acquisition was under taken through Konnectivity, a company jointly owned by Keppel Corporation and Singapore Press Holdings. Partners Low Kah Keong and Quak Fi Ling led the firm’s team in the transaction.

WongPartnership is also acting for Keppel Telecommunications & Transportation (Keppel T&T) on the proposed acquisition, by way of a scheme of arrangement, of all the issued ordinary shares in the capital of Keppel T&T by Keppel Corporation. Partners Low Kah Keong and Quak Fi Ling also led the firm’s team in the transaction.

Deals – October 3, 2018 

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ABNR has acted for Dynamo Media Network (Kumparan) on its sale of new shares to Go-Ventures, the venture capital arm of Indonesian ride-hailing company Go-Jek. Kumparan is Indonesia’s first hybrid online news site that combines online news with social media concepts, so as to allow users to be news providers, while Go-Jek has expended rapidly since its establishment in 2010 to become Indonesia’s first billion dollar startup.

Allen & Gledhill has advised AEW Asia, through its subsidiary Silver Peak Holdings, on the S$516 million (US$375.5m) acquisition of 20 Anson Road, Singapore. Partner Ho Kin San led the firm’s team in the transaction, which is the largest office real estate deal to date this year.

Allen & Gledhill has also advised Mapletree Industrial Trust Treasury (MITT) and DBS Trustee, as trustee of Mapletree Industrial Trust, on their establishment of a S$2 billion (US$1.46b) euro medium term securities programme. The programme is guaranteed by DBS Trustee. Partner Glenn Foo led the firm’s team in the transaction.

AZB & Partners has advised Asian Development Bank on its acquisition of Series A CCPS in DCDC Health Services for up to Rs68.82 million (US$940,124). Partners Gautam Saha and Dushyant Bagga led the firm’s team in the transaction, which achieved its first closing on August 30, 2018.

AZB & Partners has also advised Muthoot Finance, a listed non-banking finance company based out of Kochi, Kerala, on its acquisition, together with Maj Invest Financial Inclusion Fund II K/S, of more than five percent equity stake in Belstar Investment and Finance. Partner Srinath Dasari led the firm’s team in the transaction, which was completed on September 12, 2018.

Baker McKenzie Wong & Leow has advised a private real estate fund managed by BlackRock on the approximately S$130 million (US$94.5m) acquisition of seven strata office units in Prudential Tower from consortium Epic Land. Prudential Tower is a 30- storey Grade A commercial property in Singapore’s Central Business District. Epic Land is owned by Lian Beng Group, KSH Holdings, KOP and Centurion Global. Principal Ai Ai Wong, supported by local principal Luyi Chan, led the firm’s team in the transaction.

Bird & Bird ATMD has acted for leading real estate company Jones Lang LaSalle (JLL) on its collaboration with Lendlease to launch Propell Asia, the first Singapore-based regional property technology accelerator, which will connect start-ups to Asia Pacific’s commercial real estate market. Propell Asia is an industry-first collaboration between JLL and Lendlease, two of the world’s leading and most recognisable international real estate companies. Together with its partners, co-working space District6 and creative design incubator Meshminds, the accelerator programme is targeted at early stage start-ups in the region with a clearly defined product that can be applied to one of the following categories: property management, real estate transactions, construction management and data collection, data science and analysis. Partner Marcus Chow led the firm’s team in the transaction.

Clifford Chance has advised the Bank of China (Hong Kong) on the issuance of US$3 billion undated non-cumulative subordinated Additional Tier 1 capital securities under its recently updated US$15 billion medium term note programme, and the tender offer to repurchase US$876 million of the US$2.5 billion 5.55 percent subordinated notes due 2020. The capital securities are intended to qualify as Additional Tier 1 capital, pursuant to the Banking (Capital) Rules (Cap. 155L) of Hong Kong, and were offered under Rule 144A and Reg S to qualified institutional buyers in the US and to investors outside of the US, respectively. The offering is the largest 144A Additional Tier 1 deal globally since 2015 and the largest single tranche Additional Tier 1 deal globally in 2018 to date. Head of capital markets in Asia Pacific Connie Heng, supported by partners Alex Lloyd and Virginia Lee, led the firm’s team in the transaction.

Clifford Chance has also advised the joint sponsors and underwriters, including CMB International, Goldman Sachs and CICC, on Haidilao’s US$964 million global offering of approximately 424.5 million shares in Hong Kong. Haidilao is a global leading and fast-growing Chinese cuisine restaurant brand, focusing on hot pot cuisine. China co-managing partner Tim Wang, supported by partners Virginia Lee and Jean Thio, led the firm’s team in the transaction.

J Sagar Associates has advised Equirus Capital and Jefferies India as book-running lead managers on the proposed IPO of Anand Rathi Wealth Services. Anand Rathi is one of the leading non-bank wealth management services firms in India that caters to a large spectrum of clients through a mix of advisory, distribution and technology solutions. Anand Rathi has filed a draft red herring prospectus on September 24, 2018 with the Securities and Exchange Board of India for an IPO comprising of a fresh issue of equity shares of up to Rs1.25 billion (US$17m) and an offer of equity shares of up to Rs3 billion (US$41m) by Anand Rathi. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction. AZB & Partners, led by partners Varoon Chandra, Rushabh Maniar and Lionel D’Almeida, advised Anand Rathi Wealth Services.

K Law has advised Unitus Seed Fund-II on its Rs65 million (US$888,000) acquisition of stake in Cyclops Medtech. Associate partner Prateek Mohapatra led the firm’s team in the transaction. Quasar Legal also advised on the deal.

K Law has also advised Inspirion Digital Solutions on the Rs65 million (US$888,000) acquisition by Vattikuti Ventures of stake in Inspirion Digital Solutions. Associate partner Prateek Mohapatra also led the firm’s team in the transaction. Shardul Amarchand Mangaldas also advised on the deal.

Khaitan & Co has advised Usha Martin on the sale, through a slump sale on a going concern basis, of its steel business, along with its coal and iron ore mines, subject to certain regulatory approvals, to Tata Steel. The steel business includes a specialised steel alloy manufacturing plant, a producing iron ore mine, a coal mine under development and captive power plants, among others. The transaction is one of the largest M&A deals outside the NCLT process this year. Usha Martin, together with its subsidiaries, manufactures and sells specialty and value-added steel products in India and internationally. Partners Haigreve Khaitan and Anuj Shah, supported by associate partners Supratim Chakraborty, Shivanshu Thaplyal, Nawneet Vibhaw and Sagardeep Rathi, led the firm’s team in the transaction.

Khaitan & Co has also advised Madison India Capital Advisers on the transfer to CVC Capital Partners of the entire shareholding held by Milestone Trusteeship Services, the trustee of Madison India Opportunities Fund, in UnitedLex BPO, a legal process outsourcing company in India. Madison India Capital is one of India’s leading private investment firms, specialising in the consumer, business services, technology and financial services industries. Partners Mayank Singh and Rajat Jariwal led the firm’s team in the transaction. AZB & Partners, led by partners Ashwath Rau and Kashish Bhatia, advised CVC Capital Partners.

King & Wood Mallesons has acted as international and China counsel to Shanghai Lingang Economic Development (Group) on the debut issuance of its US$300 million 4.625 percent guaranteed notes due 2021. Shanghai Lingang is the only large-scale state-owned enterprise directly held by Shanghai Municipal State-owned Assets Supervision and Administration Commission that focuses on the investment, development and operation of industrial parks and the provision of related services. Shanghai Lingang is also a key participant in the development of Tesla’s “Gigafactory” in Shanghai, which is expected to be the largest foreign invested manufacturing industry project. Hong Kong partners Hao Zhou and Michael Lu and Shanghai partner Liu Dongya led the firm’s team in the transaction.

King & Wood Mallesons has also acted as Hong Kong and China law counsel to China state-owned China General Nuclear Power Corporation (CGN) on the US$500 million 3.875 percent guaranteed bonds due 2023, US$100 million 4.8 percent guaranteed bonds due 2048, and €500 million (US$576.4m) two percent guaranteed bonds due 2025 by CGNPC International. This is the first successful issuance of multi-tranche long-term US$ bonds with a maturity of 30 years multi-tranche by a Chinese clean energy company and is the second green bonds issuance by CGN that complies with the Green Bond Principles 2018 of the International Capital Market Association. One of the three enterprises authorised to have a controlling interest in nuclear power projects in China, CGN focuses in the generation and sale of power, construction, operation and management of nuclear and renewable power plants and projects. Hong Kong partners Hao Zhou and Michael Lu and Shenzhen partner Pan Yujia led the firm’s team in the transaction. The joint global coordinators, joint lead managers and joint book-runners and the trustee were advised by Linklaters as to Hong Kong law and by Grandall Law Firm as to China law.

Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to China Renaissance Holdings on its offering and listing of approximately 85 million shares in Hong Kong. The shares are offered at HK$31.80 (US$4.06) each, with gross proceeds of approximately HK$2.7 billion (US$344.5m). China Renaissance is a leading investment banking and investment management firm dedicated to China’s new economy businesses. The transaction closed on September 27, 2018. Partner Derreick Tan led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates, led by partners Julie Gao, Christopher Betts and Will Cai, advised as to Hong Kong and US laws, and Commerce & Finance advised as to China law. The underwriters were advised by Clifford Chance as to Hong Kong and US laws and by Haiwen & Partners as to China law.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to X Financial on its offering and listing of eleven million American Depositary Shares, each representing two shares in the issuer, in New York. The ADSs are offered at US$9.50 each, with gross proceeds of approximately US$105 million. X Financial is a leading technology-driven personal finance company in China, focused on serving China’s underserved prime borrowers and mass affluent investors. The transaction closed on September 21, 2018. Partner Derrick Tan also led the transaction, while Davis Polk & Wardwell acted as US counsel. Wilson Sonsini Goodrich & Rosati acted as US counsel to the underwriters.

Rajah & Tann Singapore is acting as transaction counsel for OUE on the S$908 million (US$660.6m) sale by its indirect wholly-owned subsidiary Alkas Realty of the strata-titled office components of the development known as OUE Downtown, with all the plant, machinery, equipment and all component parts in the office components, excluding certain furniture, fixtures and equipment. Partners Sandy Foo, Norman Ho, Benjamin Tay and Lee Xin Mei are leading the firm’s team in the transaction.

Rajah & Tann Singapore is also advising OUE Lippo Healthcare on its S$149.96 million (US$109m) renounceable underwritten rights issue of shares to shareholders. The group develops and manages healthcare facilities in Japan and China, with plans to expand its portfolio across South East Asia. Partners Danny Lim and Penelope Loh are leading the firm’s team in the transaction.

Skadden has advised Nomura International, SMBC Nikko Capital Markets and Mizuho International as international underwriters’ counsel on World’s ¥48.4 billion (US$425.3m) IPO in Tokyo. World is a leading retailer and manufacturer of women’s and men’s clothing and lifestyle goods based in Japan. Trade in the shares commenced on September 28, 2018. Partner Kenji Taneda led the firm’s team in the transaction.

Skadden has also advised Viomi Technology, a leading IoT@Home technology company in China, on its US$103 million listing on Nasdaq. Trading in the shares commenced on September 25, 2018. Partners Julie Gao (Hong Kong) and Haiping Li (Shanghai) led the firm’s team on the transaction.

Stephenson Harwood (Singapore) Alliance has advised Minsheng Financial Leasing on the refinancing of a portfolio of 10,000 marine containers, through a Japanese Operating Lease with Call Option (JOLCO), with head lease and sub-lease structure. This was the first JOLCO transaction to be closed on marine containers for a Chinese financial leasing house. It involved structuring on top of existing management and lease arrangements, and incorporating hedging facilities to stabilise interest rates. BNP Paribas acted as sole arranger, as well as lender and fixed rate provider, while NTT Finance acted as lessor. A subsidiary of China Minsheng Bank, Minsheng Financial Leasing was established in April 2008 and provides financial leasing services in China, with a focus on the shipping, aviation and equipment sectors. It is one of the first five finance leasing enterprises, with a banking background, approved by the China Banking and Insurance Regulatory Commission. Finance partner Huay Yee Kwan led the firm’s team in the transaction.

Thanathip & Partners has advised Thai President Foods (TFMAMA) on its voluntary tender offer for the entire equity securities of President Bakery (PB) to all PB shareholders at Bt61.16 (US$1.89) per share, valuing the transaction at more than Bt9 billion (US$278m). While TFMAMA intends to increase its stake in PB following its tender offer launched last year, the deal is considerably complex, as a number of existing PB shareholders are considered related parties of TFMAMA under the current regulations. Further, certain shareholders do not wish to tender their shares and the company has to ensure that the tender offer will not trigger the requisite shareholder approval under the SET regulations. Managing partner Thanathip Pichedvanichok led the firm’s team in the transaction.

Thanathip & Partners has also advised Banpu on the issue and offering of US$50 million debentures in Thailand. Managing partner Thanathip Pichedvanichok also led the firm’s team in the transaction.

Weerawong C&P has represented Dusit Overseas Company (Hong Kong), a subsidiary of Dusit Thani, on the acquisition of all shares in Elite Havens Group, led by Singapore-incorporated LVM Holdings. LVM Holdings holds shares in nine companies in the business of marketing, booking and full-service management of luxury residences and villas in Asia Pacific. The deal, valued at US$15 million, closed on September 18, 2018. Partner Panuwat Chalongkuamdee led the firm’s team in the transaction.

Weerawong C&P has also represented TICON Industrial Connection and JustCo (Thailand), a joint venture company of TICON, on its investment with JustCo (Bangkok) for the acquisition of all shares in co-office space and co-working space companies JustCo (Wireless Road) and JustCo (Sathorn Road). The deal, valued at Bt82.5 million (US$2.5m), closed on August 20, 2018. Senior partner Veeranuch Thammavaranucupt led the firm’s team in the transaction.

Deals – September 26, 2018

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Allen & Gledhill has advised Frasers Property Aquamarine Trustee, as trustee-manager of Aquamarine Star Trust, on the S$1.2 billion (US$879m) term loan facility by BNP Paribas Singapore Branch, DBS Bank, ING Bank Singapore Branch, Malayan Banking Singapore Branch, Oversea-Chinese Banking Corporation and United Overseas Bank. The proceeds of the facility are to be applied towards, inter alia, refinancing the existing facilities. Partner Lim Wei Ting led the firm’s team in the transaction.

Allen & Gledhill has also acted as Singapore counsel for Ascendas-Singbridge Group on its acquisition of 33 office properties in the USA. The acquisition marks the first foray of Ascendas-Singbridge into the USA, and strengthens the international presence of Ascendas-Singbridge, while diversifying its portfolio geographically. Deputy managing partner Jerry Koh and partners Foong Yuen Ping, Jonathan Lee and Elsa Chen led the firm’s team in the transaction.

AZB & Partners is advising Fairfax India Holdings and its wholly-owned subsidiaries FIH Mauritius Investments Ltd and FIH Private Investments on their Rs28.2 billion (US$388m) acquisition of additional equity shares in Sanmar Engineering Services. Pursuant to the acquisition, Fairfax will now hold 43 percent share in Sanmar. Partner Roxanne Anderson is leading the firm’s team in the transaction, which was signed on September 17, 2018 and is yet to be completed.

AZB & Partners has also advised Equirus Capital on the Rs200 million (US$2.75m) acquisition by The Federal Bank of approximately 20 percent stake in Equirus Capital. Partners Alka Nalavadi and Rushabh Maniar led the firm’s team in the transaction, which was completed on September 17, 2018.

Baker McKenzie has advised CITIC Metal on its acquisition of a 19.5 percent stake in Canadian mining company Ivanhoe Mines for C$723 million (US$558m). The transaction will see CITIC Metal become the largest single shareholder in Ivanhoe Mines. Proceeds from this deal will be used for the repayment of an interim loan of US$100 million that CITIC Metal provided to Ivanhoe Mines on August 9, 2018, as well as advancement of Ivanhoe Mines’ mine development projects in Southern Africa, and for working capital and general corporate purposes. M&A partners Bee Chun Boo (Beijing) and Kevin Rooney (Toronto) led the firm’s team in the transaction.

Baker McKenzie has also advised Tokio Marine & Nichido Fire Insurance (Tokio Marine Nichido) on its acquisition of Safety Insurance from Insurance Australia Group. The transaction was the largest non-life insurance acquisition in Thailand to date. Tokio Marine Nichido is the property and casualty insurance subsidiary of Tokio Marine Holdings, the largest non-mutual private insurance group in Japan. The transaction will enable Tokio Marine Nichido to become the second largest motor insurance company and the third largest property and casualty insurance company in Thailand. Partner Sivapong Viriyabusaya, supported by partner Ampika Kumar, led the firm’s team in the transaction.

Clove Legal has advised facility management company Hindustan Facilities on the acquisition of a majority stake by CLR Facility Services, a company backed by IndiaNivesh. Partner Dharmesh Kotadia led the firm’s team in the transaction.

Conyers has advised Tangency Capital on its launch of a new “Class B Exempt Fund” domiciled in Bermuda. The new fund, “Select Market Access Fund”, will invest in insurance-linked securities. A newly formed Bermuda investment management company, Tangency Capital was founded by three experienced insurance-linked securities and reinsurance-focused executives Kai Morgenstern, Dominik Hagedorn and Michael Jedraszak. Bermuda corporate director Elizabeth Denman, working alongside Simmons & Simmons London, led the firm’s team in the transaction.

DV Associates (DVA), supported by Jayanth Pattanshetti & Associates (JPA), has represented Piramal Capital and Housing Finance on its Rs13.75 billion (US$189m) funding to the Bhartiya Group. The transaction is the largest funding by Piramal to the real estate arm of the Bhartiya Group for a section of the upcoming Bhartiya City in Hebbal, Bengaluru. The Bhartiya Group is one of the most reputed conglomerates in India with a strong presence in South India. DVA managing partner Prachi Dave, supported by associate partner Malavika Menon led the firm’s team in the transaction, while managing partner Jayanth Pattanshetti led JPA’s team.

J Sagar Associates has advised British Asian Trust (BAT) on the implementation of a development impact bond (DIB) structure worth US$11 million to improve the education outcome of 300,000 students in Delhi and Gujarat. This DIB, an innovative financing model where funding is hinged on measurable outcomes of the relevant social projects, has been cited as the largest education DIB in the world. The DIB has been implemented by BAT in partnership with other philanthropic foundations, such as Michael and Susan Dell Foundation, Tata Trust and UBS Optimus Foundation. Partner Probir Roy Chowdhury led the firm’s team in the transaction.

J Sagar Associates has also represented Association of Power Producers, GMR and RattanIndia before the Allahabad High Court and the Supreme Court in proceedings challenging the RBI Circular on stressed assets. Under the circular, companies which were unable to implement a resolution plan by August 27, 2018 were to be referred to the National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code (IBC) by September 11, 2018. After rejection of the interim relief by the Allahabad High Court, the power producers elevated the matter to the Supreme Court, which ordered a status quo until the next date of hearing. Senior partner Amit Kapur and partner Vishrov Mukerjee led the firm’s team in the transaction.

Khaitan & Co has advised Maj Invest Financial Inclusion Fund on the subscription by Maj Invest Financial Inclusion Fund II K/S of approximately 11 percent equity shares in Belstar Investment and Finance for US$9 million. Maj Invest is one of Denmark’s leading asset management companies, managing assets for primarily institutional clients. Partner Kartick Maheshwari led the firm’s team in the transaction.

Khaitan & Co has also advised Engineers India on the acquisition of 11.7 percent equity, at 3.9 percent each, by the consortium of Haldor Topsoe (HTAS), Investment Fund for Developing Countries (IFU) and Danish Agribusiness Fund (DAF), all companies incorporated in Denmark, and the acquisition of 14.3 percent equity by GAIL India, a Government of India undertaking, in the share capital of Ramagundam Fertilizers and Chemicals (RFC), a joint venture of National Fertilizers, Engineers India and Fertilizer Corporation of India. The Government of Telangana is also one of the shareholders of RFC. The deal size, including immediate investment and committed capital infusion, amounts to approximately Rs7.11 billion (US$97.8m). The investment made by HTAS, DAF, IFU and GAIL is in one of the largest urea manufacturing plant being set up in the country to boost production of urea under India’s New Investment Policy 2012. Engineers India is a central public sector enterprise under the administrative control of the Ministry of Petroleum & Natural Gas and is a leading entity in design, engineering and turnkey contracts. Partner Atul Pandey led the firm’s team in the transaction.

L&L Partners has acted on securing approval of the Competition Commission of India on the acquisition of Essar Steel India by ArcelorMittal Societe-Anonyme, the largest steel player is the world. On September 18, 2018, CCI approved the acquisition of Essar Steel India by ArcelorMittal and major Japanese steel producer Nippon Steel and Sumitomo Metal Corporation. Partner GR Bhatia led the firm’s team in the transaction.

L&L Partners has also acted on securing approval of the Competition Commission of India on the acquisition of Bhushan Power and Steel Power (BPSP) by JSW Steel, one of the country’s largest steel manufacturers. BPSP is currently undergoing insolvency under the Insolvency and Bankruptcy Code 2016. The notification was filed before the CCI on August 23, 2018, and the unconditional approval was granted on September 18, 2018, making it one of the quickest approvals for such filing. Partner Abdullah Hussain led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Meituan Dianping on its global offering and listing in Hong Kong. Meituan Dianping is China’s leading e-commerce platform for services, connecting consumers and merchants for food, broad lifestyle and travel services. It is also the second company to list in Hong Kong with a weighted voting rights structure. Meituan Dianping is offering approximately 480.3 million shares, with gross proceeds of approximately HK$33 billion (US$4.2m). Partner Derrick Tan led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Affiliates advised on Hong Kong and US laws, and Han Kun Law Offices advised on China law. The underwriters were advised by Davis Polk & Wardwell as to Hong Kong and US laws and by Zhong Lun Law Firm as to China law.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Poly Real Estate Finance, the largest state-owned real estate company in China, on its issue of US$500 million 4.75 percent guaranteed bonds due 2023, with the benefit of a keepwell deed provided by Poly Real Estate Group. Partner Lorraine Pao led the firm’s team in the transaction, while Allen & Overy acted as Hong Kong counsel. Linklaters acted as Hong Kong counsel to the joint lead managers, which include HSBC, Bank of China and UBS.

Piper Alderman has advised Calix, an Australian high-tech materials company working on improving the performance of lithium-ion batteries, on its IPO in Australia. Leading institutional investors Washington H Soul Pattinson, Acorn Capital, Perennial Value Management and Thorney Investment Group were key investors in the IPO. Shaw and Partners and Foster Stockbroking were the joint lead managers. Based on the IPO price, Calix was valued with a market capitalisation of A$65 million (US$47m). Partners Sina Kassra and Mark Williamson led the firm’s team in the transaction.

Piper Alderman has also acted for Westside Bus, Bus Queensland, Bus Queensland (Lockyer Valley), Kangaroo Bus Lines, Mt Gravatt Bus Service, Thompson’s Bus Services and Brisbane Bus Lines on the South East Queensland (SEQ) Translink Contract negotiations, which were the culmination of more than four years’ negotiations between the Queensland Government and the bus operators. The translink contracts deal with the provision of public passenger bus services across South East Queensland for the next seven years. Chairman of partners Gordon Grieve, and partners Maria Capati, Andrew Rankin, Peter Dwyer, Mark Askin, Tim Capelin, Nick Burkett, Tim Lange, Josh Steele and Sebastian Greene led the firm’s team in the transaction. Minter Ellison represented the Queensland Government.

Shearman & Sterling has advised various acquirers on their acquisitions of indirect equity interests in South Field Energy, in connection with a US$1.3 billion project financing to build a 1,182 MW combined-cycle gas turbine power generation facility in Columbiana County, Ohio, US. On August 23, 2018, RS Global Capital Investment (RSGC), Kyushu Electric Power (through its wholly-owned subsidiary Kyuden International) and Shikoku Electric Power each entered into a definitive agreement with an affiliate of Advanced Power for the acquisition of certain indirect minority equity interests in the South Field Project. RSGC is a joint venture between Development Bank of Japan and Showa Shell Sekiyu. The transaction included RSGC’s acquisition of 27.2 percent equity interests, Kyushu Electric’s acquisition of 18.1 percent equity interests and Shikoku Electric’s acquisition of 8.9 percent equity interests. Advanced Power, NH-Amundi Asset Management, PIA Investment Management and an affiliate of Bechtel Development also own equity interests in the South Field Project. Expected to be completed in the second quarter of 2021, the South Field Project will create approximately 1,000 construction jobs during its peak period and will produce enough electricity to power approximately one million homes. Partners Etienne Gelencser (Tokyo-project development and finance), Cynthia Urda Cassis (New York-project development and finance), Bjorn Bjerke (New York-finance), Kenneth Lebrun (Tokyo-M&A), Robert Freedman (New York-project development and finance) and Larry Crouch (Menlo Park-tax) led the firm’s team in the transaction.

Sidley Austin represented China Reinsurance (Group) on its definitive agreement to acquire Chaucer from The Hanover Insurance Group for US$865 million. This transaction will enable China Re to thrive and prosper and will enhance the company’s international presence and capabilities in serving the Belt and Road initiative in the global marketplace. China Re is the only state-owned reinsurance group established by the Ministry of Finance of the People’s Republic of China and Central Huijin Investment. It ranked first in Asia and eighth globally in terms of reinsurance premiums. The Sidley team was led by partners Henry Ding and Martin Membery. The transaction team included members from Hong Kong, Beijing, London and the US offices. Debevoise & Plimpton advised Hanover.

Skadden has advised leading e-commerce service company Meituan Dianping on its US$4.2 billion IPO, before the underwriters’ exercise of an over-allotment option, in Hong Kong. Trading in the shares commenced on September 20, 2018. Hong Kong partners Julie Gao and Christopher Betts led the firm’s team in the transaction. The firm previously represented the company in its US$3 billion series B preferred shares and US$4 billion series C preferred shares private placement financing, and in its US$3.7 billion acquisition of Mobike.

TT&A has represented German company Linde Aktiengesellschaft before the Competition Commission of India for the competition law approval of its global merger with American company Praxair. Linde and Praxair entered into a business combination agreement to create the world’s largest industrial gas company in the world. The deal requires antitrust approval in 23 jurisdictions, including India. The CCI approved the global merger, subject to certain modifications, including the divestment of certain assets of the parties in the East and South regions of India. The firm liaised with the Linklaters antitrust team based in Belgium, who was leading the antitrust approval for India, among other jurisdictions. Mumbai partners Kunal Thakore, Feroz Dubash and Shruti Zota and Delhi partner Vinod Dhall led the firm’s team in the transaction, which was valued at US$80 billion. Partner Bernd Meyring led the Linklaters team in Belgium. Shardul Amarchand & Mangaldas & Co, led by partner Harman Singh Sandhu, acted as antitrust counsel for Praxair.

WongPartnership has acted for Sunningdale Tech on the acquisition of Adval Tech (Thailand) from Adval Tech Holdings (Asia). Partner Ong Sin Wei led the firm’s team in the transaction.