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Deals – July 11, 2018

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Allen & Gledhill has represented Kiri Industries, as the plaintiff, on DyStar Global Holdings (Singapore) v Kiri Industries & Ors and another suit before the Singapore International Commercial Court (SICC). The case, which involves major players in the dye industry, relates to Kiri’s investment in DyStar. DyStar’s majority shareholder is Senda International Capital, the vehicle through which Chinese company Zhejiang Longsheng Group made its investment. Kiri is listed in India, while Longsheng is listed in Shanghai. The SICC found that there were instances of oppressive conduct, and that Longsheng was the entity behind such conduct. The case also emphasises that directors must not put the interest of the majority shareholder, who nominated them onto the board, above that of the company’s. This was especially important, since Kiri did not secure any special veto or minority protection rights. Following the SICC’s finding that there had been minority oppression, Senda has been ordered to buy out Kiri’s shareholding in DyStar. Further, the Court has ordered that the losses caused by the oppressive acts are to be written back into the value of the shares in DyStar. Partner Dinesh Dhillon, supported by partners Lim Dao Kai and Margaret Joan Ling, led the firm’s team.

ANM Global has advised Sudeva FC, a Delhi football club, on its acquisition of 85 percent of the shares in Spanish third-division football club Olimpic de Xativa. This is the second Indian acquisition of an overseas football club after poultry company Venkys bought England’s Blackburn Rovers in 2010. Sudeva International Zurich, a subsidiary of Sudeva FC, bought the shares for an undisclosed amount. Partner Nidhish Mehrotra led the firm’s team in the transaction.

AZB & Partners is advising Reliance Industries on its acquisition of 100 percent share capital of Radisys for approximately US$1.72 per share. Partners Ashwath Rau and Kashish Bhatia are leading the firm’s team in the transaction, which was valued at Rs5.15 billion (US$75m) and is yet to be completed.

AZB & Partners has also advised ICICI Securities, Edelweiss Financial Services and Jefferies India, as the book-running lead managers, on the IPO, through an offer for sale, by Indiamart Intermesh of up to 4.3 million equity shares with face value of Rs10 (US$0.145) each. Partners Madhurima Mukherjee and Agnik Bhattacharyya led the firm’s team in the transaction, which was valued at Rs5 billion (US$72.7m).

Bird & Bird has provided Hong Kong law and Singapore law advice to Weiye Holdings, a property developer in China which is dual-listed in Singapore and Hong Kong, on the conditional cash exit offer by Fine Skill Holdings to acquire all the issued ordinary shares in the capital of Weiye for approximately S$127.5 million (US$94m), and the proposed voluntary delisting of the shares of the company in Singapore. Partners Marcus Chow (Singapore) and Wingon Chui (Hong Kong) led the firm’s team in the transaction. 

Colin Ng & Partners has advised Fund Singapore, a financial institution regulated by the Monetary Authority of Singapore (MAS), and Singapore’s premier equity and lending-based crowdfunding company, on the structure and launch of its online platform. Fund Singapore has gone digital, with its online crowdfunding platform providing increased security, accessibility and options to potential investors. Partner Christopher Huang led the firm’s team in the transaction.

Conyers Dill & Pearman has acted as lead Bermuda counsel to Seadrill, one of the world’s largest offshore drilling companies, on its emergence from chapter 11 bankruptcy, after successfully completing its reorganisation plan, which was announced on July 2, 2018. Since February 2016, the firm has been advising Seadrill on the plan and related judicial proceedings in Bermuda, where publicly listed Seadrill and many group companies are registered. The plan equitized approximately US$2.4 billion in unsecured bond obligations, more than US$1 billion in contingent new-build obligations, substantial unliquidated guaranty obligations, and approximately US$250 million in unsecured interest rate and currency swap claims, while extending near term debt maturities. This provided Seadrill with over US$1 billion in fresh capital, leaving employee, customer, and ordinary trade claims largely unimpaired. With re-profiled debt and substantial liquidity, the company has announced that it is in a strong position to execute its business plan. The firm continues to advise Seadrill on the implementation of the new group structure under Bermuda law. Bermuda directors David Cooke, Niel Jones, Robin Mayor and Christian Luthi led the firm’s team in the transaction.

Fangda Partners has represented Ali Health on its investment in pharmaceutical retail chain ShuYu Civilian Pharmacy, which operates more than 1,200 pharmacies in China. Ali Health will acquire an approximately 9.34 percent shares in the target company. The deal was signed on June 25, 2018 and was expected to close by the end of June.

Fangda Partners has also represented Midea on its formation of four joint ventures with Kuka in China. The deal was signed on May 21, 2018 and closed on July 2, 2018.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Momo on its issue of US$650 million 1.25 percent convertible senior notes due 2025. Momo is one of China’s leading mobile-based social and entertainment platforms. Partner Derrick Kan led the firm’s team in the transaction, which closed on July 2, 2018, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers.

Mayer Brown JSM has represented a syndicate of eight international banks, led by an experienced European ship finance bank, and was entrusted by all outgoing mortgagees to arrange the discharge of the existing security documents, on the funding and closing arrangements for a US$325 million seven-year secured reducing revolving credit facility to PB Vessels Holding, the borrowing entity of the Hong Kong-listed Pacific Basin Shipping. The facility will refinance several of Pacific Basin’s existing credit facilities, and raises fresh capital for previously unmortgaged vessels. The facility further increases Pacific Basin Shipping’s funding flexibility and overall amortization profile, with access to long-term committed funding on a revolving basis for the next seven years at a very competitive borrowing cost. The security package involved 50 dry bulk vessels owned by the Pacific Basin Group, 41 of which were subject to existing mortgages. Hong Kong banking and finance partner Maggie Cheung led the firm’s team in the transaction.

WongPartnership is acting for Bain Capital Private Equity as Singapore counsel in the acquisition of DSM Sinochem Pharmaceuticals, a pharmaceutical joint-venture of Dutch chemicals firm Royal DSM and China’s Sinochem Group. Partners Ng Wai King, Quak Fi Ling and Bonnie Wong led the firm’s team in the transaction.

Deals – July 4, 2018 

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Allen & Gledhill has advised United Overseas Bank, RHB Bank, The Hongkong and Shanghai Banking Corporation and Malayan Banking Singapore Branch, as the original lenders, mandated lead arrangers and book-runners, on the S$700 million (US$512.5m) term and revolving loan facilities to RBC Investor Services Trust Singapore, as trustee of ESR-Reit. The loan proceeds will partly finance the acquisition, by way of scheme of arrangement, by the borrower of all the stapled securities of Viva Industrial Trust. Partners Kok Chee Wai, Foong Yuen Ping and Goh Ping Ying led the firm’s team in the transaction.

AZB & Partners has advised Godrej Build To-Core I, a Singapore limited partnership which includes investors such as APG Asset Management, on the acquisition by its wholly-owned subsidiary GBTC I (Master) of a more than 25 percent equity stake in Godrej Green Homes. Partners Sai Krishna Bharathan, Monika Bhonsale and Pallabi Ghosal led the firm’s team in the transaction, which was completed on March 19, 2018.

AZB & Partners has also advised SoftBank and its affiliates on their Rs26 billion (US$379m) acquisition of approximately 21 percent of the total paid-up share capital of PayTM E-Commerce. Partner Vinati Kastia led the firm’s team in the transaction, which was completed on June 6, 2018.

Clove Legal has represented Welset Plast Extrusions, a company engaged in master batch (including PVC master batch) and PVC compound businesses, on an agreement with Mitsubishi Chemical for the acquisition, which will be carried out in the autumn of this year, of its PVC compound business by Mitsubishi Chemical. Partner Dharmesh Kotadia led the firm’s team in the transaction. Mitsubishi Chemical was represented by AZB & Partners, led by partner Shameek Chaudhuri.

Conyers Dill & Pearman has acted as special counsel in the Cayman Islands to Fantasia Holdings Group and to its BVI subsidiary guarantors Fantastic Victory, Wisdom Regal and Fantasia Financial Community Group on the company’s issue of US$100 million 8.5 percent senior notes due 2019, which are listed in Singapore. Fantasia Holdings Group is a leading property developer and property-related service provider in China. Hong Kong partner Anna Chong, working alongside Sidley Austin (Hong Kong), led the firm’s team in the transaction.

J Sagar Associates has advised Info Edge India on the signing of definitive agreements on its proposed US$45 million investment in ETechAces Marketing & Consulting. Info Edge is investing along with Softbank Vision Fund, through SVF India Holdings (Cayman). India-listed Info Edge runs the popular web portals Naukri.com, 99Acres.com, Jeevansathi.com and Shiksha.com. ETechAces operates the well-known portals www.policybazaar.com, an online marketplace for insurance products, and www.paisabazaar.com, an online marketplace for other financial products, like loans and credit cards. Partners Rohitashwa Prasad and Swetha Prashant led the firm’s team in the transaction, which is subject to applicable regulatory approvals.

K Law has advised Oman India Joint Investment Fund-II on its approximately Rs800 million (US$11.7m) financial investment into Divgi TorqTransfer Systems. Managing partner Naina Krishna Murthy led the firm’s team in the transaction, which was completed on May 15, 2018.

Khaitan & Co has acted as Indian law counsel to UST Global on the US$250 million investment of Temasek in UST Global. Based in Aliso Viejo in California, UST Global is an IT services company that provides services to several industries, such as healthcare, retail and consumer goods, banking and financial services, telecom, media and technology, and transportation and logistics. Partner Vinay Joy led the firm’s team in the transaction.

Khaitan & Co has also advised Apax Partners on the acquisition of a controlling stake by Quinag Acquisition (FDI), a company backed by funds advised by Apax Partners, in Healthium MedTech from its existing shareholders, including TPG Growth, CX Partners and the founding shareholders. Apax Partners is an investment firm specialising in direct and fund of fund investments in middle market. Within direct investments, it specialises in private equity and venture capital investments. Partners Haigreve Khaitan and Aakash Choubey, assisted by executive director Dinesh Agrawal and partners Bhavik Narsana, Vinay Joy and Bijal Ajinkya, led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Wise Talent Information Technology (Liepin) on its global offering and listing of shares in Hong Kong. Liepin operates the largest online talent acquisition services platform in China. Liepin is offering 88 million shares, with gross proceeds of around HK$2.9 billion (US$369.6m). Partner Derrick Kan led the firm’s team in the transaction, while Davis Polk & Wardwell acted as Hong Kong and US counsel.

S&R Associates has advised Penguin Random House India on its acquisition of Hind Pocket Books, a Hindi language publisher. Partner Rachael Israel led the firm’s team in the transaction.

S&R Associates has also advised JM Financial, Kotak Mahindra, Morgan Stanley, Motilal Oswal and Nomura, as the book-running lead managers, on the Rs18.44 billion (US$269m) IPO of Indostar Capital Finance, a non-banking finance company registered with the Reserve Bank of India as a systemically important non-deposit taking company. Partners Sandip Bhagat and Jabarati Chandra led the firm’s team in the transaction.

WongPartnership has advised principal investor Temasek Holdings on the Rs20 billion (US$292m) joint investment by Temasek Holdings and Ascendas-Singbridge Group in Ascendas India Logistics. The initiative falls under the auspices of Ascendas-Firstspace, a 2017 joint venture between Ascendas-Singbridge and Indian industrial real estate specialist Firstspace Realty, whose mandate is to deliver state-of-the-art logistics and industrial facilities across major warehousing and manufacturing hubs in India. Partner Low Kah Keong led the firm’s team in the transaction.

WongPartnership is also acting for Temasek Holdings, which together with returning investor GGV Capital, led the US$20 million Series B investment round raised by CashShield. Partners Mark Choy, Lam Chung Nian, Kylie Peh and Kyle Lee led the firm’s team in the transaction.

Deals – June 27, 2018

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Allen & Gledhill has acted as Singapore law counsel to DBS Group Holdings on the issue of US$750 million 4.52 percent subordinated notes due 2028, under its US$30 billion global medium term note programme. The notes were issued as Tier 2 capital of DBS Group Holdings. Partner Glenn Foo led the firm’s team in the transaction.

Allen & Gledhill has also advised Ascendas India Logistics Holdings, a subsidiary of the Ascendas-Singbridge Group, on the Rs20 billion (US$293.3m) joint investment by Ascendas-Singbridge Group and Temasek Holdings in Ascendas India Logistics. The fund has been established to invest in logistics and industrial real estate in key locations in India. Partners Jerry Koh, Foong Yuen Ping and Jonathan Lee led the firm’s team in the transaction.

AZB & Partners is advising Ascendas-Singbridge and Sembcorp Development on the acquisition by Singapore Amaravati Investment Holdings of 58 percent of Amaravati Development Partners (ADP), a joint venture between Ascendas, Sembcorp and Amaravati Development Corporation (ADC), and on the acquisition by ADC of 42 percent of ADP. Partner Prashanth Sabeshan is leading the firm’s team in the transaction, which is valued at Rs31.4 billion (US$460.6m) and is yet to be completed.

AZB & Partners is also advising Equirus Capital on the acquisition by Federal Bank of an approximately 20 percent stake in Equirus Capital. Partners Alka Nalavadi, Rushabh Maniar and Rinki Ganguli are leading the firm’s team in the transaction, which was signed on June 12, 2018 and is yet to be completed.

Conyers Dill & Pearman has provided BVI and Cayman Islands advice to China 21st Century Education Group on its HK$406.8 million (US$51.8m) IPO and international placing of 360 million shares in Hong Kong. Founded in 2003 and headquartered in Shijiazhuang, the company provides education services in China. It operates a total of 15 schools, including a private college under the Shijiazhuang Institute of Technology name, six Saintach tutorial schools, and eight Saintach kindergartens. Hong Kong partner Anna Chong, working alongside Luk & Partners in association with Morgan, Lewis & Bockius as onshore counsel, led the firm’s team in the transaction.

Conyers Dill & Pearman has also acted as special counsel in the Cayman Islands and the BVI to Central China Real Estate and certain subsidiary guarantors of the company, namely Joy Ascend Holdings, Sino Joy Enterprises, Central China Real Estate Holdings, Proud Sky Investments, Leapup, Bumper Up and Artstar Investments, on the company’s issue of US$86 million 6.875 percent senior notes due 2020, to be consolidated and form a single series with the US$300 million 6.875 percent senior notes due 2020. The original notes and the new notes are listed in Singapore. The company develops hotels, commercial and residential buildings and other properties in China. It also engages in property investment consulting, leasing, and management activities, as well as in hotel management, designing, commerce and trading and financial services businesses. Hong Kong partner Anna Chong, working alongside Sidley Austin (Hong Kong), Li & Partners (Hong Kong) and Commerce & Finance Law Offices (China), also led the firm’s team in the transaction.

Gibson, Dunn & Crutcher has represented Toyota on agreements with Grab to strengthen their existing partnership and expand their collaboration in Southeast Asia, to drive further advances in mobility-as-a-service (MaaS) across the region. As part of this agreement, Toyota will invest US$1 billion in Grab. Grab operates online-to-offline mobile platforms in transportation, food and package delivery, mobile payments and financial services in 217 cities in eight Southeast Asian countries. Since August 2017, Toyota and Grab have been developing connected services for Grab, utilising driving data collected by Toyota’s TransLog data-transmission driving recorder. The data collected is stored on Toyota’s proprietary mobility services platform (MSPF), which serves as a form of information infrastructure for connected vehicles. Both companies have already begun collaboration in the field of connected vehicles by, for example, providing driving-data-based automotive insurance for Grab’s rental fleet in Singapore. Toyota and Grab’s initial success led them to expand their collaboration. This expansion is aimed at achieving connectivity for Grab’s rental car fleet across Southeast Asia, and at rolling out various connected services that utilise vehicle data stored on Toyota’s MSPF. Corporate partners Keith Biancamano (Los Angeles) and Saptak Santra (Singapore) led the firm’s team in the transaction.

J Sagar Associates has advised Edelweiss Financial Services, ICICI Securities and Motilal Oswal Investment Advisers on the proposed IPO of Anmol Industries. Anmol has filed a draft red herring prospectus with the Securities and Exchange Board of India for an offer for sale of equity shares by certain selling shareholders, aggregating to Rs7.5 billion (US$110m). Anmol is a branded packaged food company focused on biscuits and cakes, with “Anmol” as its flagship brand. It is the fourth largest biscuit brand and the fifth largest cake brand in India, in terms of revenue. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

J Sagar Associates has also advised ICICI Securities, IIFL Holdings and SBI Capital Markets on the proposed IPO of Craftsman Automation. Craftsman has filed a draft red herring prospectus with the Securities and Exchange Board of India for a fresh issue of equity shares aggregating up to Rs4 billion (US$58.6m) and an offer for sale of approximately 4.4 million equity shares by certain selling shareholders, including up to approximately 1.4 million equity shares by International Finance Corporation and 1.6 million equity shares by Marina III (Singapore). Craftsman is a diversified engineering company with vertically integrated manufacturing capabilities. It is engaged in three business segments, namely powertrain and other products for the automotive segment, aluminium products for the automotive segment, and industrial and engineering products segment. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction. AZB & Partners, led by partner Madhurima Mukherjee, acted as India law counsel to International Finance Corporation and Marina III.

Khaitan & Co has advised venture capital firms Kalaari Capital Partners and Lightbox Ventures on their complete exit from Indiavidual Learning. Pursuant to the transaction, Reliance Industries will acquire 72.69 percent stake in Indiavidual Learning, by way of secondary acquisition of securities from Indiavidual’s existing shareholders, including Kalaari Capital and Lightbox Ventures, and primary investment in the form of subscription of Indiavidual’s equity shares, for a total consideration of US$180 million. Partner Vineet Shingal, assisted by partner Bijal Ajinkya, led the firm’s team in the transaction.

Khaitan & Co has also advised Simplex Infrastructures on its approximately US$60 million qualified institutions placement. A diversified infrastructure company established in 1924, Simplex Infrastructures executes ground engineering, industrial, building and housing, power, marine, roads, bridges, railways and urban infrastructure. Its offerings include design, engineering and construction. Partner Arvind Jhunjhunwala, supported by executive director Sudhir Bassi, led the firm’s team in the transaction.

Luthra & Luthra has advised IndoStar Capital Finance on its IPO of equity shares, including a fresh issuance of equity shares by the company, along with an offer for sale of equity shares by the promoter, Indostar Capital, and various other selling shareholders. JM Financial, Kotak, Nomura, Morgan Stanley and Motilal Oswal were the underwriters to the IPO. Partners Manan Lahoty and Manshoor Nazki led the firm’s team in the transaction, which was valued at approximately US$270 million.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to New York-listed Cayman Islands company Sea, a leading internet company in Greater Southeast Asia, on its offering of US$500 million convertible senior notes due 2023, with an option for the initial purchaser to purchase up to an additional US$75 million principal amount of notes. The notes are convertible into Sea’s American depositary shares, each representing one Class A ordinary share of the company. The offering closed on June 18, 2018. Goldman Sachs (Asia) was the sole book-running manager and initial purchaser. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom represented the company. Davis Polk & Wardwell acted for Goldman Sachs.

Rajah & Tann Singapore is acting for Viva Industrial Trust Management and Viva Industrial Business Trust on the proposed S$936.7 million (US$687.5m) merger of ESR-Reit and Viva Industrial Trust, by way of a trust scheme of arrangement with a combined S$3 billion (US$2.2b) in assets. The proposed merger, a first in Singapore between two Reits, will create Singapore’s fourth largest industrial Reit. The real estate portfolios of ESR-Reit and Viva Industrial Trust cover properties, predominantly for business parks and other industrial uses. In connection with the merger, the firm is also acting for Viva Investment Management on the proposed sale of shares in Viva Industrial Trust Management to ESR Funds Management. M&A partners Chia Kim Huat, Evelyn Wee, Sandy Foo and Favian Tan, corporate real estate partners Norman Ho and Benjamin Tay, and banking and finance partner Lee Xin Mei are leading the firm’s team in the transaction.

Rajah & Tann Singapore has also acted as transaction counsel and Singapore counsel for Far East Consortium International (FEC) on its acquisition of Highest Reach Investments from Amber Investment Holding (Cayman). Through its subsidiaries, Highest Reach Investments owns a freehold property, currently known as “21 Anderson Royal Oak Residence” located at 21 Anderson Road, Singapore. The property comprises 34 residential units, with a total ground floor area of 87,000 square feet. FEC will pay approximately S$93 million (US$68.3m) and assume an existing bank loan under a credit facility of approximately S$103 million (US$75.6m), in connection with the acquisition of the property. Corporate real estate partners Norman Ho and Benjamin Tay and M&A partner Tan Chon Beng led the firm’s team in the transaction.

Skadden is advising JD.com, China’s leading technology-driven e-commerce company and its largest retailer, on its strategic transaction with Google Shopping. Google will invest US$550 million in cash, as part of a strategic partnership. Google and JD plan to collaborate on a range of strategic initiatives, including joint development of retail solutions in a range of regions around the world, including Southeast Asia, the US and Europe. Under the agreements, Google will receive approximately 27.1 million newly issued JD.com Class A ordinary shares at an issue price of US$20.29 per share, equivalent to US$40.58 per ADS, based on the volume-weighted average trading price over the prior 10 trading days. Partner Julie Gao led the firm’s team in the transaction.

Skadden has also represented Japanese e-commerce company Mercari, one of the world’s largest C2C marketplace app providers, on its ¥130.7 billion (US$1.2b) IPO and listing in Tokyo. Mercari is Japan’s first unicorn, a startup with a valuation above US$1 billion. Trading commenced on June 19, 2018. Partner Kenji Taneda led the firm’s team in the transaction, which is the largest stock listing in Japan this year.

TT&A has advised Guala Closures on the India law implications on Guala Closures (India) and Axiom Propack, its subsidiaries in India, regarding the acquisition of the share capital of Guala Closures by Italy-listed special purpose acquisition company Space4. Guala Closures is a leading player in the packaging sector, with global leadership in the production and distribution of closures for the spirits and wines sectors, and with a significant presence in the water, oils and pharmaceuticals closures market in Italy, as well as globally. The acquisition will be followed by a merger of Guala Closures with Space4 and the subsequent listing of the merged entity in Italy. Mumbai partner Feroz Dubash led the firm’s team in the transaction, which was valued at €600 million (US$700m) and was signed on April 16, 2018. Linklaters, led by Milan managing partner Andrea Arosio and corporate partner Giorgio Fantacchiotti, advised Guala Closures. Bonelli Erede Pappalardo (Milan), Freshfields Bruckhaus Deringer and Lombardi & Associates advised Space4.

WongPartnership is acting for Sembcorp on the proposed divestment of its Singapore medical waste division to TEE Medical Services, a 50-50 joint venture between TEE Infrastructure and Dymon Asia Capital’s (Singapore) private equity arm. Partners Tay Peng Cheng, Mark Choy, Angela Lim and Milton Toon are leading the firm’s team in the transaction.

Deals – June 20, 2018 

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Allen & Gledhill has acted as transaction counsel to Mapletree North Asia Commercial Trust Management (formerly Mapletree Greater China Commercial Trust Management), as manager of Mapletree North Asia Commercial Trust (formerly Mapletree Greater China Commercial Trust), on the approximately S$735.8 million (US$542m) acquisition of an effective interest of 98.47 percent in a portfolio of six freehold commercial real estate assets located in Tokyo, Chiba and Yokohama, Japan, through the acquisition of the entire issued share capital of Tsubaki 1. The firm also advised the manager on the approximately S$330.3 million (US$243.4m) equity fund raising to partially finance the acquisition. Partners Jerry Koh, Foong Yuen Ping, Chua Bor Jern and Teh Hoe Yue led the firm’s team in the transaction.

Ashurst has advised Deutsche Bank, ING Bank and Standard Chartered Bank on MNC Investama’s refinancing, which included a delevering and refinancing of the existing senior notes. The refinancing comprised an exchange offer for US$185 million of the outstanding senior notes due 2018, in exchange for new notes, a concurrent stand-alone new notes issuance, and a US$115 million debt-to-subordinated debt swap of the outstanding 5.875 percent senior notes due 2018 undertaken by the company. One of the largest listed investment companies in Indonesia, MNC Investama has core holdings in operating companies, primarily in the Indonesian media and financial services sectors. It also holds other investments in the Indonesian property development and mining sectors. Global head of high yield partner Anna-Marie Slot, assisted by partner Stuart Rubin, led the firm’s team in the transaction.

AZB & Partners has advised Oman Indian Joint Investment Fund II on its acquisition, through a combination of compulsorily convertible preference shares and equity shares, of more than 15 percent stake of Annapurna Finance. Partners Ashwin Ramanathan and Rinki Ganguli led the firm’s team in the transaction, which was valued at Rs1.55 billion (US$22.7m) and was completed on May 31, 2018.

Clifford Chance has advised Macquarie Capital, Ørsted and Swancor Renewable Energy, as the sponsors, on the NT$18.7 billion (US$619m) 16-year project financing of the development, construction, commissioning, testing and operation of Formosa 1, Taiwan’s first commercial scale offshore wind farm. This landmark transaction represents a defining first step towards Taiwan achieving its objective of delivering 5.5GW of energy from offshore wind farm projects by 2025. The financing package will be provided through international and local banks, as well as EKF (Denmark’s export credit agency), and will be used to refinance the first phase of the wind farm (8MW that started operations in April 2017) and fund the development of the second phase (120MW due to be completed in late 2019). Singapore partners Nicholas Wong, co-head of worldwide projects group, and Matt Buchanan, head of construction for Asia Pacific, supported by head of renewable energy Asia Pacific Philip Sealey and partner Paul Landless, led the firm’s team in the transaction. Lee & Li provided Taiwan law advice.

Clifford Chance has also advised Huifu Payment, one of China’s leading independent third-party payment service providers, on its US$216 million IPO and listing in Hong Kong. CLSA and JP Morgan acted as sponsors on the transaction. Huifu is the first payment company to list in Hong Kong. The offering is also the first payment company IPO out of Asia. Partners Tim Wang and Fang Liu led the firm’s team in the transaction.

Corrs Chambers Westgarth has advised Peabody Australia on the sale of the Wotonga South project to Stanmore Coal. Peabody Australia will sell the Wotonga South coking coal deposit, contained in two mining tenements (MDL 137 and EPC 728), to Stanmore Coal for A$30 million (US$22.2m) cash, plus a production-based royalty capped at approximately A$10 million (US$7.4m). The Wotonga South deposit has a coal resource of 22.8 million tonnes, and is located 10 kilometres south of Stanmore Coal’s existing coal handling and processing plant at Isaac Plains in Queensland. Subject to approvals, the acquisition will provide Stanmore Coal with the right to develop an open cut mining operation with the ability to extract around 15-20 million tonnes of coal and extend the life of the Isaac Plains Complex. Partner Bruce Adkins led the firm’s team in the transaction, which is subject to customary conditions precedent.

J Sagar Associates has represented Tarun Jiwarajka and his promoter group of companies and Asit Mehta on an appeal before the Securities Appellate Tribunal (SAT) against the decision of the Securities and Exchange Board of India (SEBI). One of the issues was the interpretation of the term ‘bulk deal’, which is not defined in the 1997 Takeover Regulations but in two SEBI Circulars issued in 2004 and 2005, which deal with reporting requirements. Under such circulars, any transaction which is more than 0.5 percent of total trading in a day is considered a ‘bulk deal’. SEBI imported this interpretation into the Takeover Regulations, and held that all the acquisition of shares by the appellants in excess of 0.5 percent would be considered a bulk deal. The SAT ruled that SEBI’s interpretation of the meaning of bulk deal was incorrect and unsustainable. SAT held that the SEBI circular was intended for specific reporting purposes and can never be applied generally for all purposes. Partner Ravichandra Hegde led the firm’s team in the transaction.

J Sagar Associates has also advised ICICI Securities and Axis Capital on the proposed IPO of Avana Logistek. Avana has filed a draft red herring prospectus with the Securities and Exchange Board of India for a fresh issue of up to Rs3 billion (US$44m) equity shares and an offer for sale of up to 4.3 million equity shares by certain selling shareholders. Avana is a leading logistics solutions company with operations across India and various international markets, and is the leading provider of regional liner services between India and the Middle East, and the largest domestic coastal logistics solutions provider with a market share of approximately 52 percent. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

Paul Hastings has advised CDH Genetech (CDH), part of the CDH Investments group, on its agreement, together with Hong Kong-listed China Grand Pharmaceutical and Healthcare Holdings (CGP), to enter into a scheme implementation deed with Australian-based medical device company Sirtex Medical to acquire all the issued shares of Sirtex for A$33.60 (US$24.84) per share in cash, through a scheme of arrangement. On a fully diluted basis, the CDH-CGP scheme represents a total equity purchase price for Sirtex of approximately US$1.4 billion. Lazard is acting as sole financial adviser to CDH. CDH is a dedicated alternative asset fund manager with approximately US$20 billion of assets under management. CDH plans to invest in Sirtex to ensure its continued success and enhance its growth prospects globally in existing and new markets. Partner and chair of Greater China Raymond Li and corporate partner Vivian Lam, supported by partners Fang Pei (Hong Kong), Robert Silvers (Washington DC), Scott Hataway (Washington DC), Scott Flicker (Washington DC), Charles Patrizia (Washington DC), David Shine (New York), Tiffany Lee (Palo Alto), Regina Engelstädter (Frankfurt) and Pierre Kirch (Paris), led the firm’s team in the transaction.

Sidley has represented Babytree, an online parenting services platform in China, on a strategic investment by Alibaba, valuing the company at Rmb14 billion (US$2.16b). Both sides will carry out extensive co-operation in the areas of e-commerce, C2M (customer-to-maker) services, advertising sales, paid expert knowledge, new online and off-line retail, and other related maternal and child businesses. Alibaba will further bolster Babytree’s development and help unleash the online parenting community’s full commercial potential. Prior to receiving its strategic investments from Alibaba, Babytree has already gained investment supports from China’s leading strategic players, such as Fosun (leading Chinese international investment company) and TAL (leading K12 tutorial service provider). Partner Mengyu Lu (Hong Kong), supported by partner Tao Lan (Beijing), led the firm’s team in the transaction, which was announced on June 4, 2018.

Simpson Thacher has represented Blackstone on the establishment of two separate Asia-based funds that totalled US$9.4 billion in capital commitments. Blackstone’s second Asian opportunistic real estate fund, Blackstone Real Estate Partners Asia II, has held a final close and reached its hard cap at approximately US$7.1 billion. Its first Asian private equity fund, Blackstone Capital Partners Asia, has held a final close and reached its hard cap at approximately US$2.3 billion. Partners Jonathan Karen (New York) and Adam Furber (Hong Kong), supported by tax partners Nancy Mehlman and Jonathan Goldstein, led the firm’s teams in the transactions.

Deals – June 13, 2018

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AZB & Partners has advised Tata Chemicals on its Rs8.7 billion (US$129m) sale of the fertilizer business at its plant in Haldia, West Bengal to IRC Agrochemicals, a wholly-owned subsidiary of Indorama Holdings. Partners Zia Mody, Darshika Kothari and Anand Shah led the transaction, which was completed on June 1, 2018.

AZB & Partners is also advising Oman Indian Joint Investment Fund II on its Rs1.55 billion (US$23m) acquisition, through a combination of compulsorily convertible preference shares and equity shares, of a more than 15 percent stake in Annapurna Finance. Partners Ashwin Ramanathan and Rinki Ganguli are leading the firm’s team in the transaction, which was signed on May 7, 2018 and is yet to be completed.

Clifford Chance has advised The Carlyle Group on the subscription of the Series C preference shares issued by Ant International, a wholly-owned offshore subsidiary of Ant Small and Micro Financial Services Group, and on the US$1.9 billion equity investment into the financial services group of Baidu (Baidu FSG) on its spin-off from Baidu. The subscription is part of Ant Financial’s equity financing, totalling US$14 billion. Other than Carlyle, a number of other leading global institutional investors also participated in this round of equity financing. The investment in Baidu FSG was made by a group of investors led by Carlyle and TPG. After the investment, these investors will collectively hold a majority of equity stake in Baidu FSG. Baidu FSG will operate independently from Baidu, and will enter into business cooperation arrangements with Baidu. The definitive transaction agreements were signed in April 2018, and the deal is expected to close later this year. Partners Fang Liu (Hong Kong) and Terence Foo, supported by partner Zhang Hong, led the firm’s team on the two transactions. Sullivan & Cromwell represented Deutsche Bank, Citi and Morgan Stanley, as financial advisers to Ant Small and Micro Financial Services Group, led by corporate partners Garth Bray and Kay Ian Ng. Weil acted as counsel for General Atlantic, one of the private equity investors in the Ant Financial financing, led by partner Henry Ong.

Asian-mena Counsel Magazine

Fangda has represented Sina on its investment in Pintec Technology. The deal was closed on June 1, 2018. Pintec, a Beijing-based independent technology platform enabling financial services, raised US$103 million in financing.

Fangda has also represented China International Capital as the sponsor and lead underwriter on the global reorganisation and IPO of A shares by Foxconn Industrial Internet . The offering raised about Rmb27.1 billion (US$4.23b), making it the largest A-share IPO since July 2015.

HSA Advocates has advised Chhattisgarh Infotech Promotion Society (CHiPS), the state government’s prime powerhouse for propelling technological growth and e-governance in Chhattisgarh, on the implementation of the Rs10 billion (US$148.2m) Sanchar Kranti Yojana (SKY) scheme to upgrade the infrastructure and improve the literacy rate, tele-density and smartphone penetration in Chhattisgarh. The scheme involves the selected bidder to distribute free smartphones to approximately five million people in Chhattisgarh, falling within “strategised categories”, such as people living below-poverty-line, college students and women. Further, the scheme requires the selected bidder to augment the telecom network in Chhattisgarh, prior to the distribution of the smartphones. Pursuant to the bid roll out for the SKY project, the consortium of Reliance Jio and Micromax has emerged as the winner, with Micromax to supply the handsets and Reliance Jio to act as network service provider. Founding partner Hemant Sahai and partner Rahul Arora led the firm’s team.

J Sagar Associates hasadvised Mercer Consulting (India),a subsidiary of Marsh & McLennan Companies,on its acquisition of India Life Capital, one of the largest SEBI-registered investment advisors, with more than Rs300 billion (US$4.45b) under advisory. Mercer is one of the world’s largest investment advisory firms, with approximately US$240 billion assets under delegated management. With this acquisition, Mercer will expand its existing wealth business in India, enabling it to offer investment advisory services to retirement funds and other institutional assets, and also bring in the full portfolio of Mercer’s investments solutions to its clients in India. Joint managingpartner Shivpriya Nanda and partners Minu Dwivedi and Daksh Ahluwalia, supported by partners Kumarmangalam Vijay and Ravichandra Hegde, led the firm’s team.

Khaitan & Co has advised JM Financial, Axis Capital, ICICI Securities and SBI Capital Markets as the book-running lead managers on Jindal Steel & Power’s qualified institutional placement of approximately 51.5 million equity shares for approximately US$177 million. Executive director Sudhir Bassi and partner Gautham Srinivas led the firm’s team.

Khaitan & Co has also advised Techno Electric & Engineering on its acquisition of a 26 percent stake in Kohima-Mariani Transmission from Kalpataru Power Transmission. Kohima-Mariani Transmission is implementing a transmission project, comprising of the expansion of the 400kV network in the North Eastern Region. Partner Gahan Singh led the firm’s team.

King & Wood Mallesons has acted as Hong Kong counsel to the sole sponsor and underwriters on the IPO, by way of share offer, of Dowway Holdings in Hong Kong. Listed on June 12, 2018, the IPO comprised a total of 500 million shares issued and sold. Priced at HK$0.145 (US$0.018) per share, the gross proceeds from the share offer was HK$72.5 million (US$9.24m). Prior to the listing, the transaction involved a pre-IPO investment agreement with Longling Capital, one of the pre-IPO investors of Dowway Holdings. Dowway Holdings is an integrated exhibition and event management services provider that designs, plans, coordinates and manages exhibitions and events in over 40 cities in China. Longling Capital is a capital investment institution wholly-owned by Cai Wensheng, the founder of Meitu. Hong Kong-listed Meitu is a China-headquartered global mobile internet company known for its rich portfolio of internet and smart hardware products. Corporate and securities partner Anthony Wan led the firm’s team.

Majmudar & Partners has represented the Sanwal family on the US$15 million sale of their 100 percent shareholding in AIMS Impex, a leading flavour and fragrance chemicals manufacturer, to Eternis Fine Chemicals. AIMS Impex is a market leader in manufacturing synthetic coumarin, a popular fragrance chemical in India. Partner Rukshad Davar and associate partner Amrit Mehta led the firm’s team. HSA Advocates and Avendus Capital represented Eternis Fine Chemicals.

Orrick has advised JD.com on its HK$899 million (US$114.6m) strategic investment in China Logistics Property Holdings (CNLP), representing approximately 9.9 percent of the enlarged share capital of CNLP following the investment. In connection with this investment, JD has the right to nominate one non-executive director to be appointed to the board of directors of CNLP. JD is a leading technology-driven e-commerce company and retail infrastructure service provider in China. JD is one of CNLP’s largest clients. Hong Kong-listed CNLP is a leading provider of premium logistics facilities in China. As of December 31, 2017, CNLP operated a portfolio of 130 logistics facilities with an aggregate area of 3.1 million square meters, located in 27 logistics parks in 14 provinces or municipalities across China. Shanghai corporate partner Jie Sun and Hong Kong M&A and private equity partner Mark Lehmkuhler led the firm’s team.

Rajah & Tann Singapore has acted for Far East Consortium International on its acquisition of Highest Reach Investments from Amber Investment Holding (Cayman). Through its subsidiaries, Highest Reach Investments owns a freehold property known as 21 Anderson Royal Oak Residence, Singapore. The property comprises 34 residential units, with a total ground floor area of 87,000 square feet, and enjoys an unparalleled location close to Orchard Road, Singapore. Partners Norman Ho, Benjamin Tay and Tan Chon Beng led the firm’s team.

Rajah & Tann Singapore has also acted on the collective sale of Mayfair Gardens, a residential development comprising 124 strata lots and situated at 2, 4, 6, 8, 10, 12 and 14 Rifle Range Road, Singapore, for S$311 million (US$233m). The sale to Citrine Property, a wholly-owned subsidiary of Oxley Holdings, garnered over 90 percent consensus among all the registered proprietors of the development, and involved the application to the Strata Titles Boards under the Land Titles (Strata) Act, with the sale sanctioned by the Board. Partner Norman Ho led the transaction.

TT&A is advising Whirlpool of India (WOI) and Whirlpool Corporation on WOI’s acquisition of 49 percent shares of Elica PB Indiafrom Elica and the Indian shareholders. Whirpool Corporation, WOI’s parent company, holds 12.5 percent shareholding in Elica SpA, the parent company of Elica PB India. Competition executive chairman Vinod Dhall and partner Kunal Thakore are leading the firm’s team in the transaction, which was signed on June 1, 2018 and is valued at approximately Rs1.62 billion (US$24m). Linklaters London acted as international counsel to Whirlpool Corporation. DSK Legal advised Elica PB India, while SabelliBenazzo Italy and Nishith Desai Associates acted as international counsel and Indian counsel, respectively, to Elica SpA.

Weerawong C&P has represented Exploration and Production on the US$750 million assignment and transfer of a 22.22 percent stake in Bongkot Project blocks 15, 16, 17 and  G12/48 from Shell Integrated Gas Thailand and Thai Energy. Partner Panuwat Chalongkuamdee led the firm’s team in the transaction.

Weerawong C&P has also represented Global Chemical, PTT Group’s petrochemical flagship company, on a joint venture with two Japanese companies, Kuraray and Sumitomo, for the manufacture and sale of butadiene derivatives. Partner Panuwat Chalongkuamdee also led the firm’s team in the transaction.

WongPartnership has acted for Hyphens Pharma International, one of Singapore’s leading specialty pharmaceutical and consumer healthcare groups, on its IPO of shares and listing in Singapore. Partners Gail Ong, Chan Sing Yee and Karen Yeoh led the firm’s team.

Deals – June 6, 2018

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Allen & Gledhill has advised HSBC Institutional Trust Services (Singapore), as trustee of Ascendas Real Estate Investment Trust (A-Reit)), and Ascendas Funds Management (S), as manager of A-Reit, on the issue of S$200 million (US$150m) 3.14 percent notes due 2025, under the S$5 billion (US$3.7b) multicurrency medium term note programme by HSBC Institutional Trust. Partners Daselin Ang and Sunit Chhabra led the firm’s team.

Allen & Gledhill has also advised HSBC Institutional Trust Services (Singapore), as trustee of Ascendas Real Estate Investment Trust (A-Reit), and Ascendas Funds Management (S), as manager of A-Reit, on the issue of HK$729 million (US$545.7m) 3.66 percent notes due 2025, under the S$5 billion (US$3.7b) multicurrency medium term note programme by HSBC Institutional Trust. Partners Daselin Ang and Sunit Chhabra also led the firm’s team.

Allen & Overy has advised Pernod Ricard, the world’s second largest wines and spirits company, on its joint venture with Yoma Strategic Holdings, Delta Capital Myanmar and the Win Brothers in Myanmar. The joint venture will focus on the production and distribution of whisky in Myanmar, and will see Pernod Ricard take the lead in the management of the production facilities, extensive distribution network and brand portfolio of Access Myanmar Distribution. This includes access to more than 40,000 points of sale, 43 major wholesalers in key demand centres, approximately 230 delivery vehicles and around 250 staff dedicated to sales and marketing, as well as the High Class Whisky brand. The transaction is subject to completion of the restructuring of the High Class business, as well as customary conditions. Hong Kong partner Simon Makinson led the firm’s team, while Allen & Gledhill, led by Myanmar managing partner Minn Naing Oo and partner Oh Hsiu-Hau and Singapore partners Tan Wee Meng and Alexander Yap, advised the Win Brothers.

AZB & Partners has advised Kohlberg, Kravis Roberts & Co funds Zend Mauritius VC Investments and KKR Mauritius Direct Investments I on the sale of their entire approximately 16 percent stake in Magma Fincorp for approximately Rs6 billion (US$89.4m). Partners Ashwin Ramanathan and Vaidhyanadhan Iyer led the firm’s team in the transaction, which was completed on May 10, 2018.

AZB & Partners has also advised Xander Investments, through Xander Investment Holding, on the Rs3.4 billion (US$50.7m) sale by Xander Investment Holding of a 20 percent stake in The Indian Film Combineto Reliance Industrial Investments and Holdings. Partners Hardeep Sachdeva and Priyamvada Shenoy led the firm’s team in the transaction, which was completed on February 28, 2018.

HSA Advocates has represented ACME Solar Holdings before the Delhi High Court on challenging the preliminary findings of the Directorate General of Safeguards (DGS), Ministry of Commerce (Authority), as well as the Authority’s recommendation for imposing provisional safeguard duty on import of solar panels / modules from China at 70 percent ad valorem. The DGS issued the recommendations on the basis of a complaint filed by Indian Solar Manufacturers Association, claiming to represent domestic manufacturers. The petition focused on two fundamental grounds that went to the root of the Authority’s jurisdiction to even make these recommendations. Additional grounds demonstrating the economic impact of the recommendations on the domestic solar generating industry were also highlighted. In response to the petition, the counsel for the government, on instructions, shared the minutes of the meeting of the Standing Board on safeguards, which clearly spelt out the intention of the government not to levy any provisional safeguard duty at this stage. Prior to this petition, the position of the government on this issue was opaque. The petition precipitated a firm position being taken by the government before the High Court, bringing clarity on the issue. The government has committed to offer up to 100GW of solar power generation projects, which would entail further capital investment in the range of US$600 billion.

J Sagar Associates has advised SABMiller India on the closure of its factory unit in Bengaluru, Karnataka, and on the negotiation and sale of its approximately 12.95 acres of land parcel situated in Yeshwantpur, Bengaluru North Taluk for approximately Rs2.18 billion (US$32.5m) to Brigade Infrastructure and Power. Partners Upendra Nath Sharma and Gerald Manoharan led the firm’s team.

J Sagar Associates has alsoadvised Cytecare Hospitals on the approximately US$31 million investment by Goldman Sachs, through its affiliate Broad Street Investments Holding (Singapore), in Cytecare’s share capital. Cytecare is one of the leading providers of cancer care in India. In November 2016, Cytecare launched its flagship hospital in Bangalore. The investment will be used towards a long-term growth strategy, focused on establishing an oncology franchise across four to five cities throughout India. Partners Vivek K Chandy and Raj Ramachandran led the firm’s team.

Khaitan & Co has advised Flipkart Internet on the negotiation and execution of a brand service agreement, through which MakemyTrip’s (India) multiple brands, including MakeMyTrip, Goibibo and redBus, will leverage the large customer base of Flipkart’s platform to drive online bookings in travel services. Flipkart is India’s largest e-commerce marketplace, and includes group companies Myntra, Jabong, PhonePe and eBay.in. Partner Vinay Joy led the transaction.

King & Wood Mallesons has acted as Hong Kong counsel to LH Group on its global offering and IPO in Hong Kong, which listed on May 30, 2018. Comprising an issue of 200 million shares, priced at HK$1.10 (US$0.14) each, the listing raised HK$220 million (US$28m). The public offering was nearly 1,000 times oversubscribed, marking the most oversubscribed food and beverage stock in Hong Kong to date. LH Group, the second-largest full-service Japanese cuisine restaurant group in Hong Kong, is a full-service restaurant group, comprising 34 restaurants under 10 self-owned or franchised brands, with a focus in Chinese and Asian, particularly Japanese, cuisine. Corporate and securities partner John Baptist Chan led the firm’s team.

Luthra & Luthra has advised Spark Capital, asbook-running lead manager, and Neuland Laboratories, on the qualified institutions placement of Neuland’sequity shares, aggregating to approximately Rs1.26 billion (US$18.8m). Pursuant to the QIP, approximately 1.7 million Neuland equity shares were listed in India, effective May 28, 2018. Neuland is a leading pharmaceutical company with global operations, spanning 80 countries in regulated markets of North America, Europe and Japan. Headquartered in Hyderabad with over 30 years of experience in the pharmaceutical sector, Neuland is among the few companies globally with in-house capabilities to develop and manufacture peptide APIs. Partners Manan Lahoty and Manshoor Nazki led the firm’s team, while Duane Morris & Selvam acted as special international counsel to Spark Capital.

Rajah & Tann Singapore is acting as Singapore counsel for QT Vascular on its S$32.78 million (US$24.5m) sale of non-drug coated Chocolate PTCA balloon catheter and Glider PTCA balloon catheter products to Teleflex, and on the S$65.57 million (US$49m) option granted by QT Vascular for Teleflex to acquire its drug coated coronary balloon catheter product known as Chocolate Heart. QT Vascular designs, assembles and distributes advanced therapeutic solutions for the minimally invasive treatment of complex vascular diseases. Partner Danny Lim is leading the firm’s team.

Rajah & Tann Singapore is also acting for SPH Reit on its S$63.24 million (US$47.3m) acquisition of the properties known as The Rail Mall, at Upper Bukit Timah Road, Singapore. The Rail Mall, which has net lettable area of approximately 50,000 sq ft, is a retail strip comprising 43 single-storey shop units, and has a prominent main road frontage of 360 metres. It is one of the key access points to the Rail Corridor, and is well served by expressways and the public transport network. The commercial development, which also contains 95 private carpark lots, rests on a leasehold site with a land area of more than 100,000 sq ft. Partner Norman Ho is leading the firm’s team.

Skadden is advising New York-listed ZTO Express (Cayman) on its strategic transaction with New York-listed Alibaba Group and its logistic arm Cainiao Network. Investors led by Alibaba and Cainiao will invest US$1.38 billion in ZTO, a leading express delivery company in China, and one of the largest express delivery companies globally, in exchange for an approximately 10 percent equity stake in the company. Partner Julie Gao is leading the firm’s team in the transaction, which is expected to close in early June, subject to customary closing conditions.

Weerawong C&P has represented the Rexel Group, a leader in the distribution of electrical equipment and services for the construction, renovation and maintenance of buildings and infrastructures, on the €136 million (US$158.7m) sale of its operations in South East Asia to American Industrial Acquisition Corporation Group (AIAC), a private equity firm. The transaction included assets in Thailand, Indonesia, Singapore, Vietnam, the Philippines, Macau and Malaysia. Partner Panuwat Chalongkuamdee led the firm’s team.

Weerawong C&P has also represented TCC Assets on the β1 billion (US$31.3m) joint investment, through Siridamrongdham and Bhakdivattana,with GMM Grammy in digital television, radio and online broadcasting and content provider businesses, namely GMM25 digital TV channel, EFM 104.5Mhz, Green Wave 106.5Mhz, Chill Online and GMM TV, thru subscription of 50 percent of the newly-issued shares in GMM Channel Trading. Partner Samata Masagee led the firm’s team.

WongPartnership is acting for ESR Funds Management (S),the manager of ESR-Reit, and two of its financial advisers, RHB Securities Singapore and United Overseas Bank, on the proposed merger, by way of a trust scheme of arrangement, with Viva Industrial Trust. The proposed merger values Viva Industrial Trust at S$936.7 million (US$701m), and will create Singapore’s fourth largest industrial Reit, with approximately S$3 billion (US$2.2b) in assets. Partners Rachel Eng, Monica Yip, Andrew Ang, Christy Lim, Annabelle Yip, Vivien Yui, Colin Ong, Dawn Law, Audrey Chng, Chan Jia Hui and Kyle Lee are leading the firm’s team.

 

Deals – May 30, 2018

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Allen & Gledhill has advised Manulife US Real Estate Management, the manager of Manulife US Reit, and DBS Trustee, thetrustee of Manulife US Reit, on the establishment by DBS Trustee of the US$1 billion multicurrency debt issuance programme. Partners Ong Kangxin, Sunit Chhabra and Daselin Ang led the firm’s team.

Allen & Gledhill has also acted as transaction counsel for Soilbuild Group Holdings on its S$610 million (US$452.6m) development of a site at 171 Kallang Way, Singapore, into a built-to-suit industrial facility for RF360 Singapore. Soilbuild is a Singapore-based property developer. RF360 is a joint venture between American semiconductor giant Qualcomm and Japanese electronics components maker TDK. Partners Ho Kin San and Serena Choo led the firm’s team.

AZB & Partners has advised CIIE Advisers on an advisory agreement with Bharat Inclusive Technologies Seed Holdings, by virtue of which CIIE provides investment advisory services to Bharat, an entity acquired by Michael & Susan Dell Foundation and Omidyar Network. Partners Ganesh Rao and Pallabi Ghosal led the firm’s team in the transaction, which was valued at Rs500 million (US$7.4m) and was completed on May 21, 2018.

AZB & Partners is also advising TPG Capital Asia and Vishal Mega Mart on the sale of the entire equity share capital of Vishal Mega Mart to Partners Group and Kedaara Capital Fund II. Partners Darshika Kothari and Roxanne Anderson are leading the firm’s team in the transaction, which was signed on May 18, 2018 and is yet to be completed.

Conyers Dill & Pearman has acted as BVI and Cayman Islands counsel to China Xinhua Education Group on its approximately HK$1.5 million (US$191,184) IPO of 400 million shares in Hong Kong. China Xinhua Education Group provides higher education services in China. The company’s two schools, Xinhua University and Xinhua School, offer an array of specialised educational programs, including undergraduate, junior college, continuing education, online distance adult higher education and secondary vocational programs. The company also provides technical and management consultancy services, and is engaged, through its subsidiaries, in property rental and management. Wynne Lau, working alongside Luk & Partners in association with Morgan, Lewis & Bockius and Jingtian & Gongcheng, led the firm’s team in the transaction, which was completed on May 26, 2018.

Conyers Dill & Pearman has also acted for MAPS 2018-1 as the issuer, on Merx Aviation’s inaugural aviation asset-backed securitisation (ABS), comprising of US$506.5 million in three tranches of notes secured on a portfolio of 25 aircraft. The proceeds from the notes will also be used to refinance the original AABS Asset-Backed Secured Term Loan aircraft ABS transaction, which closed in January 2013 and was renamed MAPS 2018-1, pursuant to this transaction. Of the 25 aircraft in this portfolio, 19 were also securitised in the AABS portfolio. Merx owned the equity in the AABS transactions, and is now taking over the servicing of those 19 aircraft. Bermuda director Neil Henderson led the firm’s team in the transaction, which was completed on May 15, 2018.

East & Concord has advised YAPP Automotive Systems on its IPO and listing in Shanghai. YAPP raised Rmb700 million (US$109m) through the issuance of 60 million shares, accounting for 11.76 percent of the total number of issued shares. YAPP is an automotive parts enterprise, specialised in the design, development, manufacturing and sales of automotive (mainly passenger vehicle) fuel systems. Around 10 percent of the cars sold worldwide each year are equipped with fuel tanks manufactured by YAPP. The Yangzhou-headquartered company is a holding enterprise of the State Development & Investment Group. Partners Hu Xiaodong and Zhang Meiying led the firm’s team.

Khaitan & Co has advised Kosamattam Finance on its approximately US$44 million IPO of secured redeemable non-convertible debentures (NCDs). This is Kosamattam Finance’s 13th consecutive issue of NCDs, wherein the firm has advised. Executive director Sudhir Bassi and partner Nikhilesh Panchal led the firm’s team.

Khaitan & Co has also advised Temasek on its approximately US$147 million acquisition, through preferential allotment of shares and convertible warrants, of a 4.81 percent stake in AU Small Finance. A globally diversified investment company headquartered in Singapore, Temasek has a global portfolio which spans a broad spectrum of industries, including financial services, telecommunications, media and technology, transportation, industrial, consumer, real estate, life sciences, agribusiness, and energy and resources. AU Small Finance is a small finance bank (SFB) which was listed in India on July 10, 2017. Prior to the commencement of the SFB operations, the bank was categorised as a systemically important non-deposit accepting asset finance company. Partner Aakash Choubey, assisted by partner Manisha Shroff, led the firm’s team.

Rajah & Tann Singapore is acting as Singapore counsel to Baodi International Investment on its HK$950.4 million (US$121m) unconditional mandatory cash general offer for the shares and cancellation of outstanding share options in Techcomp (Holdings), which is primary listed in Hong Kong and secondary listed in Singapore. Partner Danny Lim is leading the firm’s team.

Sidley has advised Etam Group on the sale of its Chinese ready-to-wear operations to a Hong Kong-based investor introduced by Jinguo Zhou, the founder and CEO of Jaoboo Fashion Group International. Headquartered in Shanghai, Etam’s China RTW operation owns and operates four well-recognised women’s wear brands, and boasts a well-established, nationwide, omnichannel distribution network, with 1,600 points of sales across 300 cities, and a presence on the leading Chinese e-commerce platforms. Shanghai partner Joseph Chan led the firm’s team in the transaction, which was announced on May 20, 2018.

Skadden is representing Pacific Industrial on its agreement with Sensata Technologies to acquire all the shares of Schrader-Bridgeport International, August France Holding and Schrader SAS for a total payment of US$173 million. The closing of the transaction will be subject to the completion of the procedures and correspondence required by the US Antitrust Law, and the satisfaction of the obligation under the French law to consult with Schrader SAS’s works council. Partner Mitsuhiro Kamiya, bengoshi partner Akira Kumaki, and partners Thomas Perrot, Arash Attar-Rezvani and Ken Schwartz are leading the firm’s team on the transaction, which was announced on May 22, 2018.

Squire Patton Boggs is advising on the acquisition by International Entertainment of Wigan Athletic Football Club from the Whelan family. The transaction is subject to approval from the English Football League and the Hong Kong Stock Exchange. Founded in 1932, Wigan Athletic is a well-established football club with a long history. It has just achieved promotion from the English Football League Division One and will play in the Championship next season. In 1995, Whelan bought a stake in Wigan Athletic Football Club and, during the next 10 years, oversaw the club’s promotion from the fourth tier of the football league to the Premier League. Wigan Athletic enjoyed eight years in the top flight Premier League, which culminated in it winning the FA Cup in 2013. Hong Kong-listed International Entertainment is a Hong Kong-based investment holding company, which is principally engaged in hotel management and the leasing of properties for casino and ancillary leisure and entertainment purposes. Corporate partner and football M&A expert David Hull is leading the firm’s team.

Sullivan & Cromwell (Hong Kong) is representing C.banner International Holdings (Hong Kong) on its share purchase agreement with Cenbest (Hong Kong) and its subscription agreement with House of Fraser Group (UK), pursuant to which C.banner will acquire a 51 percent equity interest in House of Fraser. Corporate partners Kay Ian Ng (Hong Kong) and Ben Perry (London) are leading the firm’s team in the transaction, which was announced on May 2, 2018.

Sullivan & Cromwell (Hong Kong) has also represented Bitmain (China) on its partnership with and strategic investment in Circle Internet Financial (US). Hong Kong corporate partners Michael DeSombre and Ching-Yang Lin, regulatory partners David Gilberg (New York), Rebecca Simmons (New York) and Eric Kadel Jr (Washington DC) and New York FCPA partner Theodore Edelman led the firm’s team in the transaction, which was completed on May 15, 2018.

S&R Associates has advised DSP Merrill Lynch, Citigroup, CLSA, Edelweiss, IIFL Holdings and SBI Capital Markets as the book-running lead managers on the Rs35.1 billion (US$517m) IPO of ICICI Securities. Partner Sandip Bhagat and Jabarati Chandra led the firm’s team.

S&R Associates has also advised Kesoram Industries on a Rs3.1 billion (US$45.7m) preferential allotment of securities to Manav Investment and Trading. Partner Jabarati Chandra led the firm’s team.

WongPartnership is acting for ESR Funds Management (S), the manager of ESR-Reit, and two of its financial advisers, RHB Securities Singapore and United Overseas Bank, on the proposed merger, by way of a trust scheme of arrangement, with Viva Industrial Trust. The proposed merger values Viva Industrial Trust at S$936.7 million (US$695m) and will create Singapore’s fourth largest industrial Reit with approximately S$3 billion (US$2.2b) in assets. Partners Rachel Eng, Monica Yip, Andrew Ang, Christy Lim, Annabelle Yip, Vivien Yui, Dawn LawColin Ong, Audrey Chng, Chan Jia Hui and Kyle Lee are leading the firm’s team.

Deals – May 23, 2018

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AZB & Partners has advised Fairfax group entity FIH Mauritius Investments (FIHM) on its Rs4.5 billion (US$66m) acquisition of additional equity share capital of Bangalore International Airport from Siemens Project Ventures. After the acquisition, FIHM holds 54 percent share in Bangalore International Airport. Partner Ashwin Ramanathan led the firm’s team in the transaction, which was completed on May 16, 2018.

AZB & Partners has also advised Kiran Energy Solar Power on the acquisition by Hinduja Power of 100 percent of the share capital of Kiran Energy Solar Power. Partner Sai Krishna Bharathan led the firm’s team in the transaction, which was valued at more than US$10 million and was completed on May 11, 2018.

Colin Ng & Partners has acted as Singapore counsel for Hera Capital Partners Holdings IV, a Singapore-domiciled single asset fund, which is an investor in a series E-plus pre-IPO investment round by Go-Jek. Go-Jek is one of South-east Asia’s leading digital platforms providing consumers with transportation, food delivery, logistics and payment services. Go-Jek’s payment system, known as Go-Pay, has emerged as one of the most popular mobile payment platforms in Indonesia. The main objective of the fund is to sell its investment in Go-Jek, following a successful IPO of Go-Jek. Partner Bill Jamieson led the firm’s team.


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DLA Piper has advised Mediclinic Middle East, one of the largest private health care providers in the UAE, on its acquisition of two Dubai-based health clinics from Majid Al Futtaim Healthcare. Mediclinic will acquire City Centre Clinic Deira, a large outpatient facility opened in 2013, with two day-care surgery theatres and 18 medical disciplines, and City Centre Clinic Me’aisem, a smaller community clinic focusing on six core disciplines. Mediclinic Middle East is part of Mediclinic International, one of the top ten listed private hospital groups in the world. Dubai corporate partner Richard Hughes led the firm’s team in the transaction, which is subject to regulatory approvals.

J Sagar Associates has represented Chintalapati Srinivasa Raju (CSR)and his investment company Chintalapati Holdings (CH)on an appeal filed before the Supreme Court of India against the decision of the Securities Appellate Tribunal (SAT), which upheld the finding of SEBI that CSR and CH were involved in insider trading. On its order dated May14, 2018, the Supreme Court exonerated both CSR and CH from insider trading charges, and set aside the decision of SAT. The Bench observed that SEBI failed to establish the requirements set out in the definition of “insider” under the Insider Trading Regulations, and that SEBI failed to demonstrate that CSR had possession of any inside information while executing his trades on the market. Partners Ravichandra Hegde and Divyam Agarwal represented the clients.

J Sagar Associates has also advised ICICI Securities and Citigroup Global Markets India asthe lead managers on the Rs31.45 billion(US$461m) private placement of units of the IndInfravit Trust. The transaction was the first private placement of units of an infrastructure investment trust. Consequent to the private placement, the units of the IndInfravit have been listed in India. L&T Infrastructure Development Projects (L&TIDP), a subsidiary of Larsen & Toubro (L&T), is the sponsor of the IndInfravit. The trustee and investment manager of the IndInfravit are IDBI Trusteeship Services and LTIDP INDVIT Services, respectively. Canada Pension Plan Investment Board (CPPIB) and Allianz Capital Partners (ACP) were the major investors in the transaction, and acquired 30 percent and 20 percent, respectively, of the aggregate units of the IndInfravit. Joint managing partner Dina Wadia and partner Arka Mookerjee led the firm’s team, while Simmons & Simmons Singapore acted as international counsel. L&TIDP was advised by Cyril Amarchand Mangaldas, while L&T was advised by Wadia Ghandy & Co. CPPIB was advised by Cyril Amarchand Mangaldas and Freshfields Bruckhaus Deringer Singapore, while ACP was advised by Shardul Amarchand Mangaldas & Co.

Khaitan & Co has advised private equity fund Ascendas India Trust on the subscription by its subsidiaries, Ascendas Property Fund and VITP, to the non-convertible debentures of Loma Co-Developers 1 (Loma 1) and Loma Co-Developers 2 (Loma 2), and the proposed purchase of 100 percent of shares of Loma 1 and Loma 2, through Ascendas Property Fund (India), based on certain leasing milestones. Ascendas India Trust is a property trust, which owns six IT parks in India. The trust’s principal activity is to own income-producing real estate used primarily as business space in India. Partner Abhishek Sinha, assisted by executive director Dinesh Agarwal and partners Abhishek Sharma and Manisha Shroff, led the firm’s team.

Khaitan & Co has also advised Ultratech Cement on the cement division of Century Textiles and Industries, which will be demerged and transferred to UltraTech Cement, pursuant to a scheme of arrangement under Sections 230 to 232 of the Companies Act 2013. UltraTech Cement is the largest manufacturer of grey cement, ready mix concrete and white cement in India. It is also one of the leading cement producers globally. Partners Haigreve Khaitan and Mehul Shah led the firm’s team.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to HUYA on its offering and listing of ADSs in New York. HUYA is a leading pioneer of live game broadcasting in China. The offering has raised up to US$180 million. The transaction closed on May 15, 2018. Partners Greg Knowles and Richard Spooner led the firm’s team, while Skadden, Arps, Slate, Meagher & Flom and Commerce & Finance Law Offices acted as US and China counsel, respectively. Kirkland & Ellis and Fangda Partners acted as US and China counsel, respectively, to the underwriters Credit Suisse Securities (USA), Goldman Sachs (Asia) and UBS Securities.

Shook Lin & Bok has acted as Singapore counsel on the Regulation S notes offering and issuance by Logan Property Holdings, including advising on the qualifying debt securities treatment of the notes under the Singapore Income Tax Act, and acting as Singapore listing agent on the listing and quotation of S$200 million (US$149m) 6.125 percent senior notes due 2021 issued by Logan Property Holdings.

Skadden, Arps, Slate, Meagher & Flom has acted as primary counsel to Vision Plus Capital Partners’ (VPlus)US dollar-denominated fund II on the successful fundraising by VPlus of two funds totalling US$500 million, consisting of a RMB-denominated fund II and a US dollar-denominated fund II, each at US$250 million or equivalent amount. The funds primarily focus on several target industries, including consumer internet, digital healthcare, advanced computing and related technologies, products and services. VPlus’ successful fundraising of its fund II follows closely from that of its fund I, which closed in 2015 at a sizeable aggregate amount of US$250 million. Founded in 2015, VPlus is one of the most unique and dynamic China venture capital firms today. It primarily focuses on early-stage deals in the sectors of consumer internet, enterprise services, digital healthcare, internet finance and advanced computing. VPlus is headquartered in Hangzhou and has offices in Beijing and Shanghai. Partner Geoffrey Chan led the firm’s team.

Stephenson Harwood has advised BOCOM International (Asia) (BIA) as the sole sponsor on the listing of the shares of HPC Holdings in Hong Kong. HPC has raised HK$180 million (US$23m) from the global offering. BIA is a Hong Kong corporate finance subsidiary of BOCOM International Holdings. HPC is a Singapore-based construction company involved in projects for both the public and private sectors, including industrial, logistics and warehouse, infrastructure, residential and commercial construction projects. Corporate partners Ivan Tan (Shanghai) and Anthony Chan (Hong Kong), supported by Singapore partner Elaine Beh, led the firm’s team.

TT&A has advised Telus International on its acquisition of the Xavient Group entities in India. The transaction involved the acquisition of the US and India operations of Xavient by Telus. Telus is a multinational provider of global contact centre, business process and information technology outsourcing services and is a subsidiary of Telus Corporation, a Canadian corporation listed in New York and Toronto. Mumbai partner Kunal Thakore led the firm’s team in the transaction, which closed on February 6, 2018. Stikeman Elliott advised Telus on the US acquisition, while Linklaters New York, Washington and London acted as international advisers. J Sagar & Associates and Nevers, Palazzo, Packard, Wildermuth & Wynner acted as Indian and international advisers, respectively, to Xavient.

WongPartnership is acting for Frasers Property on its joint investment worth US$177 million with GIC and JustCo, to develop a co-working space platform across Asia, and on its investment in subscribing for up to 13.2 percent of the issued and paid-up capital of JustGroup Holdings. Partners Chan Sing Yee, Miao Miao and Kyle Lee are leading the transaction.

 

Deals – May 16, 2018

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AZB & Partners is advising JM Financial Credit Solutions on the public issue of secured, rated, listed, redeemable, non-convertible debentures with face value of Rs1,000 (US$14.74) each, and unsecured, rated, listed, redeemable, non-convertible debentures with face value of Rs1,000 (US$14.74) each, for up to Rs20 billion (US$294.7m). Partners Varoon Chandra, Lionel D’Almedia and Anand Shah are leading the firm’s team in the transaction, which was signed on May 4, 2018 and is yet to be completed.

AZB & Partners has also advised International Finance Corporation on its Rs2.2 billion (US$32.4m) sale of 24.97 percent shareholding in Meghmani Finechem to Meghmani Agrochemicals, a wholly-owned subsidiary of Meghmani Organics. Partners Gautam Saha and Heena Singh led the firm’s team in the transaction, which was completed on April 26, 2018.

Baker McKenzie has advised Tokyo-listed LiFULL on its A$187 million (US$140m) scheme of arrangement acquisition of the Australia-listed Mitula Group. The transaction will create a leading global online classifieds and marketplaces group in 63 countries, with 170 million visits per month, giving customers access to more traffic and a great range of products and services. The consideration reflects a substantial 88 percent premium to the closing price of Mitula shares for those receiving shares. Mitula shareholders will receive cash of up to A$16,000 (US$11,970) per shareholder, and will receive LiFULL shares for any holding in excess of this, if they would prefer to not receive cash. Australia M&A head partner Richard Lustig, supported by partners Akifusa Takada (Japan), Tetsuo Tsujimoto (Japan), Enrique Valera (Madrid) and Alberto Escudero (Madrid), led the firm’s team.

Colin Ng & Partners has acted for Integra Holdings on the sale of 51 percent of Granite Capital to Zibo Qixiang Tengda Chemical, through its wholly-owned subsidiary Qixiang Tengda Supply Chain Hong Kong, for US$36 million in cash. Granite is a Swiss-based leading petrochemical commodity trader established since 1989. Shenzhen-listed Zibo Qixiang Tengda Chemical is engaged in the R&D, production and distribution of fine chemicals. The implied equity value of the target in this transaction is over US$70 million. Partner Bill Jamieson led the firm’s team.

DLA Piper has advised Bahrain-based investment group GFH Financial Group on its acquisition of 85 percent of incentives provider and lifestyle app The Entertainer. Founded in the UAE in 2001 and with a turnover of over AED130 million (US$35.4m), The Entertainer has grown to become one of the region’s most popular apps, providing offers and savings on dining, travel, lifestyle and entertainment experiences around the world. The app has seen over five million downloads in 15 countries across the Middle East, Europe, Asia and Africa. Last year, users saved over US$150 million at their network of over 10,000 merchant partners. Completion of the transaction will result in the exit of existing investors, with founder Donna Benton continuing as one of the key shareholders and chairman. Dubai corporate partner Richard Hughes led the firm’s team. Curtis, Mallet-Prevost, Colt & Mosle advised The Entertainer shareholders.

Gibson, Dunn & Crutcher is representing Glassdoor on its acquisition by Recruit Holdings for US$1.2 billion in an all-cash transaction. Glassdoor is a leading job and recruiting company well known for providing greater workplace transparency. Recruit Holdings, a leading Japanese-based HR company, plans to operate Glassdoor as a distinct and separate part of its growing HR technology business segment. Glassdoor, which launched in 2008, is one of the largest job sites in the US, and welcomes 59 million people to its platform each month. Founded in 1960 and headquartered in Tokyo, Japan, the Recruit Group creates and provides platforms that connect companies and consumers. The transaction is expected to close this summer, subject to regulatory approvals and closing conditions. San Francisco partner Stewart McDowell, supported by partners Sean Feller (Century City-benefits), David Kennedy (Palo Alto-IP) and Paul Issler (Los Angeles-tax), is leading the firm’s team. Sullivan & Cromwell is representing Recruit Hondings.

Gide is acting as lead counsel to Zhejiang Semir Garment, the leader in kidswear fashion in China, on its €110 million (US$130m) acquisition of the Kidiliz Group, the European leader in premium children’s fashion, with brands such as Catimini, Absorba, Z, Paul Smith Junior and Kenzo Kids. With about €2 billion ((US$2.37b) in combined sales, the two groups announced they signed a put option agreement on May 3, 2018, and are set to enter an equity transfer agreement, following customary consultation procedures under French law. Upon completion of the transaction, Semir Garment will acquire the entire Kidiliz Group to form the world’s second-largest pure player in children’s fashion. Partners Thomas Urlacher (Paris) and Fan Jiannian (Shanghai), assisted by partners Jean-Hyacinthe de Mitry on IP law aspects and Stanislas Dwernicki on real estate aspects, are leading the firm’s team.

Howse Williams Bowers has advised VBG Capital as the sole sponsor and, together with Quasar Securities, as the underwriters on the approximately HK$66 million (US$8.4m) share offer and listing of Elegance Commercial and Financial Printing Group in Hong Kong. The shares commenced trading on May 11, 2018. Elegance is an established printing service provider, which principally provides commercial printing and financial printing services in Hong Kong. It ranked second among commercial printing service providers in Hong Kong, in terms of revenue for the year ended March 31, 2017. Partner Chia Ching Tan led the firm’s team.

J Sagar Associates has represented Brenntag Netherlands on its acquisition of the majority shareholding of Raj Petro Specialities, thru the sale and purchase of 100 percent of Raj Petro shareholding from Raj Petro existing promoter shareholders. Some Raj Petro existing promoter shareholders will continue to hold minority shareholding in Raj Petro and will be in the joint venture with Brenntag, until the balance stake held by such continuing promoter shareholders is acquired by Brenntag, in accordance with the definitive agreements. Partners Sandeep Mehta and Srabonee Roy led the firm’s team. Raj Petro Specialities and its promoter shareholders were represented by Harini Subramani, as independent counsel, and Desai & Diwanji, led by partner Siddharth Mody,as external counsel.

Khaitan & Co has advised Music Broadcast on the acquisition, by way of slump sale, of the radio business of Ananda Offset. Music Broadcast owns and operates FM radio stations under the Radio City brand name in 39 cities in India. Partner Rajat Mukherjee led the firm’s team.

Khaitan & Co has also advised Flipkart on Walmart’s acquisition of a 77 percent stake in Flipkartfor US$16 billion. The Flipkart Group is India’s largest e-commerce marketplace, and includes group companies Flipkart, Myntra, Jabong, PhonePe and eBay.in. This is the largest single acquisition in the e-commerce space in the world, and is one of the largest M&A transactions involving what is principally an Indian company. Partners Ganesh Prasad and Vinay Joy and associate partner Arun Scaria led the firm’s team. WongPartnership is acting as Singapore counsel to Walmart on its acquisition. Partners Ng Wai King and Audrey Chng are leading the firm’s team.

Kirkland & Ellis has represented BGH Capital on the raising of its first private equity fund, with a focus on investment in Australia and New Zealand. BGH was founded by Ben Gray and Simon Harle (formerly partners of TPG Capital) and Robin Bishop (formerly head of Macquarie Capital in Australia and New Zealand). The fund, which held its final closing with commitments at around A$2.6 billion (US$1.9b), is the largest first time fund focused on investment in Australia and New Zealand. Investment funds partners Justin Dolling and Jonathan Tadd, supported by tax partner David Grenker, regulatory partner Adam Skinner and investment funds partner Corey Zarse, led the firm’s team.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Ping An Healthcare and Technology, the largest online healthcare platform operator in China, on its HK$8.77 billion (US$1.12b) IPO in Hong Kong. The company, also known as Ping An Good Doctor, delivers healthcare services, such as online family doctors and health mall services, through its mobile platform. Retail investors submitted bids to buy over 650 times more than what the company had on offer, making it Hong Kong’s biggest IPO in 2018 and the most sought-after main board IPO since 2009. Citigroup, JP Morgan, Ping An of China Securities and UBS acted as joint global coordinators. Partner Lorraine Pao led the firm’s team, while Clifford Chance acted as Hong Kong and US counsel. Davis Polk & Wardwell acted as Hong Kong and US counsel to the underwriters.

Rajah & Tann Singapore is acting for Oversea-Chinese Banking Corporation, DBS Bank, United Overseas Bank, Bank of China Singapore Branch, Sumitomo Mitsui Banking Corporation Singapore Branch, RHB Bank Singapore Branch and BNP Paribas, acting through its Singapore Branch, as original lenders in the S$700 million (US$521.5m) refinancing of Starhill Global Real Estate Investment Trust. Partner Terence Choo is leading the firm’s team.

Rajah & Tann Singapore is also engaged to support the World Bank’s engagement with Guinea, Cote d’Ivoire and Nigeria on the establishment and strengthening of their respective national digital identification systems, including the readiness of existing legal and regulatory enabling environments. Partners Rajesh Sreenivasan and Tanya Tang (chief economic and policy advisor) are involved in this project.

Simpson Thacher is representing Ant Financial on its strategic partnership with bKash in Bangladesh. As part of Ant Financial’s global strategy, the partnership involves Ant Financial investing into and sharing technological know-how with bKash to promote financial inclusion for the unbanked and underbanked communities in Bangladesh. Hong Kong M&A partner Ian Ho is leading the firm’s team.

TT&A has advised the DSP Group, headed by Hemendra Kothari, on its acquisition of shares held by BlackRock Advisers Singapore in DSP BlackRock Investment Managers (AMCo) and DSP BlackRock Trustee. The transaction involved an acquisition by DSP Adiko Holdings, DSP HMK Holdings, Aditi Kothari Desai and Shuchi Kothari of 40 percent of the paid up equity share capital of the AMCo and 49 percent of the paid up equity share capital of the trustee company from the seller. Partners Kunal Thakore (Mumbai) and competition executive chairman Vinod Dhall (Delhi) led the firm’s team in the transaction, which was signed on May 7, 2018. Pratap Amin also advised DSP, while King & Spalding, led by partner Matthew Jacobson, acted as US counsel. Trilegal, led by partner Yogesh Singh, acted as Indian counselto BlackRock, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel.

TT&A has also advised JP Morgan India on the fairness opinion it issued in relation to the share exchange ratio proposed for the amalgamation of Indus Towers with Bharti Infratel. The transaction involved the amalgamation of Indus Towers with Bharti Infratel,under sections 230 to 232 of the Companies Act 2013, to create a pan-India mobile tower company, with over 163,000 towers operating across all 22 telecom service areas in India. The combined company will be the largest tower company in the world outside China. Mumbai partner Kunal Thakore led the firm’s team in the transaction, which was valued at US$14.6 billion. AZB & Partners advised Bharti Infratel.

Weil, Gotshal & Manges has advised Alibaba Group on its acquisition of Daraz, a portfolio company of German internet incubator Rocket Internet. Daraz is an online marketplace operating in Bangladesh, Myanmar, Nepal, Pakistan and Sri Lanka. Hong Kong corporate M&A / private equity partners Tim Gardner and Chris Welty, supported by Frankfurt corporate partner Kamyar Abrar, led the firm’s team.

Deals – May 9, 2018

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Allen & Gledhill has advised Grab Holdings on its acquisition of the Southeast Asian operations and assets of Uber Technologies for a 27.5 percent stake in Grab. Grab will absorb Uber’s ride-sharing and food delivery business in the region into Grab’s existing multi-modal transportation and fintech platform. Partners Christian Chin, Daren Shiau, Elsa Chen, Yeo Boon Kiat, Alexander Yap, Oh Hsiu-Hau (Myanmar) and Chen Lee Won, Jack Yow and Raymond Yong from Rahmat Lim & Partners in Malaysia led the transaction.

Ashurst has acted as Hong Kong counsel to CHMT Peaceful Development Asia Property on the US$4.1 billion bond issuance to finance the acquisition of Hong Kong skyscraper The Centre. The consortium acquired The Centre from Li Ka-shing’s CK Asset Holdings at a record price of HK$40.2 billion (US$5b) in November 2017. It is the world’s most expensive real estate transaction for a single building to date. The issuing company was owned by a consortium made up of Hong Kong’s most influential families. Other investors in the consortium include Koon Wing Motors founder Ma Ah Mok, ACME Group chairman David Chan Ping-chi, Wing Li Group founder and chairman Lo Man-Tuen and Asia Property Agency founder Raymond Tsoi Chi-chung. The bonds were raised in two tranches, with the senior tranche valued at US$3.3 billion led by Morgan Stanley, and the junior tranche valued at US$811.5 million led by Hammer Capital. The anchor investors included GIC for the senior tranche and PAG Capital for the junior tranche. Finance partners Jini Lee and Daniel Lau, supported by partner Christopher Whiteley, led the transaction.

AZB & Partners has advised Schneider Electric Industries and Temasek Holdings on the acquisition by Schneider Electric India of the electrical and automation business of Larsen and Toubro (L&T), and the acquisition by Schneider JV Holdings of the entire shareholding of the offshore subsidiaries relating to L&T’s electrical and automation business from L&T International FZE, a subsidiary of L&T. Partners Ashwath Rau and Dhruv Singhal led the transaction, which was valued at Rs140 billion (US$2b) and was signed on May 1, 2018.

AZB & Partners has also advised Schneider Electric Industries and Schneider Electric India on the acquisition by Schneider Electric Industries and Macritchie Investments (Temasek) of 65 percent and 35 percent shares, respectively, in Schneider Electric India. The acquisition price for Schneider Electric Industries and Temasek was Rs34.3 billion (US$510m) and Rs50.8 billion (US$755.7m), respectively, for a total acquisition price of Rs85 billion (US$1.26b). Partners Ashwath Rau and Dhruv Singhal also led the transaction, which was signed also on May 1, 2018.

Clifford Chance has advised Ping An Healthcare and Technology (Ping An Good Doctor) on its US$1.12 billion IPO in Hong Kong. The IPO received an oversubscription of 654 times in the retail tranche, and a list of reputable cornerstone investors with an over-subscribed international placing tranche. The firm also advised Ping An Good Doctor in SoftBank Vision Fund’s US$400 million pre-IPO investment. The company operates China’s largest internet healthcare platform delivering medical and wellness services, such as online family doctors and health mall services. Its nationwide network of healthcare service providers covers 3,100 hospitals, 1,100 health check-up centres, 500 dental clinics and 7,500 pharmacy outlets. Partners Amy Lo, Tim Wang and Fang Liu, led the transaction, while partners Amy Lo and Frank Yuen led the pre-IPO investment. Haiwen & Partners advised the company on PRC law. The underwriters were advised by Davis Polk & Wardwell as to Hong Kong and US law and Grandall Law Firm on PRC law. DLA Piper advised Ping An on Hong Kong law.

J Sagar Associates has advised B Capital,a fund floated by Facebook co-founder Eduardo Saverin, on its Series B investment in Smartpaddle Technology (Bizongo). The investment is a part of the larger Series B round of approximately US$20 million funding, involving investment by International Finance Corporation, IDG and Accel. Bizongo previously raised approximately US$3 million in a Series A round of funding by Accel and IDG in November 2016 and seed funding from Accel in October 2015. Bizongo operates a B2B marketplace for providing packaging solutions to medium and large businesses, and engages in wholesale trading of packaging products. Partner Manvinder Singh led the transaction. Bizongo was advised by LexStart Partners, while IFC was advised by Trilegal.

Khaitan & Co has acted as sole domestic counsel on Indian law to Mahindra & Mahindra Financial Services on the update of the Rs50 billion (US$744m) multi-currency medium term note programme established in 2016. The bonds, which will be issued pursuant to the RBI approval under the updated MTN programme, are proposed to be listed in Singapore. Mahindra & Mahindra Financial Services is one of India’s leading rural NBFC, and is among the top tractor financer in India offering a wide range of financial products to address varied customer requirements. Partner Manisha Shroff led the transaction.

Khaitan & Co has also advised the promoters and shareholders of Creative Polypack, Vibgyor Printing and Packaging and Aparna Paper Processing Industry on their sale of the majority stake in the companies to GPC Holdings (Constantia Flexibles Group, an Austrian company which is the third largest flexible packaging manufacturer in the world). Creative Polypack is India’s leading flexible packaging company, with eight state-of-the-art manufacturing facilities in strategically planned locations across the country and production capacity over 30,000 mt per annum. Since its inception in 1986 at Kolkata, Creative Polypack has been catering to evolving flexible packaging needs of FMCG companies, both in India and overseas. Partner Arindam Sarkar, assisted by associate partner Gaurav Dasgupta, led the transaction.

Mayer Brown has advised Citigroup, Deutsche Bank, HSBC, JP Morgan and Standard Chartered Bank as the joint lead managers and book-runners on the Democratic Socialist Republic of Sri Lanka’s offering of new senior unsecured fixed rate notes, comprising of US$1.25 billion 5.75 percent notes due 2023 and US$1.25 billion 6.75 percent notes due 2028. This was Sri Lanka’s largest offshore bond offering to date, and marks Sri Lanka’s twelfth US dollar benchmark offering in the international bond markets since 2007. The offering saw strong interest from a wide range of high quality international investors, with the final order book many times oversubscribed. Hong Kong corporate and securities partner Thomas Kollar, supported by partners Jason Elder (Hong Kong), Jared Goldberger (New York) and James Taylor (London), led the transaction.

Rajah & Tann Singapore has acted for Singapore-listed pan-Asian industrial agri-food company Japfa on its approximately US$263.1 million acquisition of the remaining shareholding interest in Austasia Investment Holdings and AIH2 from Black River Funds, managed by Proterra Investment Partners. The acquisition was completed on April 30, 2018, and the consideration satisfied in full with a cash payment of US$223 million and the balance satisfied by the issue of 90 million new shares in the capital of Japfa. Austasia Investment Holdings and AIH2 are principal subsidiaries of Japfa, holding the group’s dairy business comprising dairy farms in China and Indonesia, as well as the group’s “greenfields” milk downstream business. Partners Evelyn Wee, Favian Tan and Hoon Chi Tern led the transaction.

Rajah & Tann Singapore has also acted for Hind Lifestyle Services on the sale of the entire issued and paid-up share capital in Naumi Services, the owner of Naumi Liora Hotel, which sits across ten adjoining freehold conservation shophouses along Keong Saik Road. The transaction also involved a leaseback arrangement, under which the Hind Group will continue to operate the hotel using another entity. Partners Norman Ho and Terence Quek led the transaction, which was valued at S$76.5 million (US$57m).

Shook Lin & Bok has acted as Singapore counsel for HKE Holdings, a Singapore-based contractor specialising in the medical and healthcare sectors with expertise in performing radiation shielding works, on its IPO in Hong Kong, which raised HK$100 million (US$12.7m). Partners Wong Gang and Johnny Lim led the transaction.