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Deals – February 21, 2018

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Allen & Gledhill has advised Singapore Post on its establishment of a S$1 billion (US$759m) multicurrency debt issuance programme. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised DBS Bank, HL Bank, The Hongkong and Shanghai Banking Corporation, Standard Chartered Bank and Oversea-Chinese Banking Corporation (OCBC), as the dealers, on the issue of S$350 million (US$265.5m) 4.6 percent subordinated perpetual securities comprised in Series 024 Tranche 001 by GLL LHT under its S$3 billion (US$2.28b) multicurrency medium term note programme. The firm also advised OCBC, as dealer, on the issue of S$50 million (US$38m) 4.6 percent subordinated perpetual securities comprised in Series 024 Tranche 002, to be consolidated and form a single series with the Tranche 0Securities 01, under the programme. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra also led the transaction.

AZB & Partners is advising Sanyo Special Steel (Japan) on its Rs1.46 billion (US$22.5m) acquisition of an approximately 22 percent stake of Mahindra Sanyo Special Steel (India) from Mahindra & Mahindra. Post this transaction, Sanyo Special Steel will hold 51 percent in Mahindra Sanyo Special Steel. Partners Aditya Vikram Bhat, Nanditha Gopal and Rahul Rai are leading the transaction, which was signed on February 9, 2018 and is yet to be completed.

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AZB & Partners has also advised Novartis India on its acquisition, by way of buyback, of approximately 25 percent of the aggregate paid-up equity share capital of the company. Partners Sai Krishna Bharathan and Sugandha Asthana led the transaction, which was valued at Rs2.3 billion (US$35.4m) and was completed on January 29, 2018.

Dentons Hong Kong’s corporate finance team and Dentons Rodyk’s corporate team have advised Pan-United (PanU) on the de-merger of Singapore-incorporated Xinghua Port Holdings from PanU and the listing, by way of introduction, of Xinghua in Hong Kong. Xinghua published its listing document on December 29, 2017. Xinghua shares commenced trading on February 12, 2018. Singapore-listed PanU is an Asian multinational corporation focused on concrete and cement and ports. Xinghua, formerly a wholly-owned subsidiary of PanU, operates two multi-purpose ports in Changshu and along the southern bank of the Changjiang River in China, which serve as a transiting point for import and export of cargo in the eastern and central parts of China. The Dentons Hong Kong team was led by partners Gordon Ng and Enoch Wong, while the Dentons Rodyk team was led by partner Chan Wan Hong.

East & Concord Partners advised Shenzhen Deyuan Commercial Factoring as originator on the establishment of an asset-backed special plan, administered by China Investment Securities. The underlying asset was the accounts receivable and the affiliated interests enjoyed by the originator to China Construction Eighth Engineering Division under the commercial factoring contract. The plan was submitted for shelf registration and the intended issuance is Rmb5 billion (US$790m). The team was led by partner Wang Tao in Shenzhen.

Howse Williams Bowers has acted as Hong Kong counsel to AMTD Global Markets, as the placing agent, on the issuance of the US$200 million 7.5 percent guaranteed bonds due 2019 by Hong Kong-listed ZH International Holdings. AMTD is a Hong Kong-based comprehensive financial institution with services coverage across China and the world. ZH is a Hong Kong-based investment holding company. Its main businesses include security investment, property investment and management, as well as hotel businesses. Partners Christopher Yu and Antony Yung led the transaction.

J Sagar Associates has advised Bangalore-based builder Prestige Estates Projects on its strategic partnership with HDFC Capital Advisers to support its business in the mid-income and affordable housing segment. This dedicated real estate platform will have a capital of Rs25 billion (US$385m), which will be a combination of equity and debt. Partners Vivek Chandy and Raj Ramachandran led the transaction.

J Sagar Associates has also advised Zoomcar on the Series C funding of US$40 million, led by Mahindra and Mahindra. Some existing investors also participated in the funding round. Partner Raj Ramachandran led the transaction.

Khaitan & Co has represented Essel Mining & Industries on securing from the Supreme Court of India an order allowing Essel Mining to resume the operations of its Jilling Langlotta Mines and Koira Iron Ore Mines in the State of Orissa. On its judgment dated August 2, 2017, the Supreme Court directed mining companies operating in Odisha to pay compensation for mining without Environmental Clearance and Forest Clearance and, after making such payment and obtaining statutory clearances, the mining companies can resume operations. Essel Mining had made the entire payment of approximately Rs17.17 billion (US$264.6m) and had all statutory clearances with respect to two of its mines. However, the state did not give permission for resumption of operations. Upon hearing the submissions addressed on behalf of the client, the court passed an order allowing the resumption of operations of the aforesaid mines. Partners Vanita Bhargava and Ajay Bhargava represented the client on the matter.

Khaitan & Co has also advised Reliance Aerostructure on obtaining approval from the Competition Commission of India with regards to the joint venture between Reliance Aerostructure and Thales India, which would be known as Thales Reliance Defence Systems. Partner Manas Kumar Chaudhuri led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to CIFI Holdings (Group) on its issue of US$300 million 5.5 percent senior notes due 2023. The transaction, which closed on January 23, 2018, was led by partner Lorraine Pao, while Sidley Austin acted as US and Hong Kong counsel. Davis Polk & Wardwell acted as US counsel to the joint lead managers, which include Guotai Junan Securities, HSBC, Standard Chartered Bank, Citigroup Global Markets, Credit Suisse, Deutsche Bank, Goldman Sachs (Asia) and Haitong International Securities.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Future Land Development Holdings on its issue of approximately HK$2.35 billion (US$300.3m) 2.25 percent convertible bonds due 2019. The bonds are convertible into fully paid ordinary shares of the issuer. The shares are listed in Hong Kong. The transaction, which closed on February 12, 2018, was also led by partner Lorraine Pao, while Shearman & Sterling acted as counsel. Linklaters advised the managers, which include Deutsche Bank, Citigroup Global Markets and Huatai Financial Holdings.

Rajah & Tann Singapore has acted as Singapore counsel to Bumi Resources on one of the largest and most complex debt restructuring transactions completed in South East Asia. The restructuring primarily involved the issuance of new loans and securities, comprising of senior notes, mandatory convertible bonds and contingent value rights (CVRs), in exchange for US$4.5 billion of Bumi’s financial debt. Notably, the firm worked with Withers on the first ever CVRs (contingent on the price of coal) to be listed in Singapore. Partners Abdul Jabbar, Sim Kwan Kiat and Lee Xin Mei led the transaction.

Rajah & Tann Singapore is also acting for Elidom Investment on the voluntary conditional cash offer by RHT Capital, for and on behalf of Elidom, to acquire all the issued and paid-up ordinary shares in the capital of CWG International, other than those already held by CWG as treasury shares and those already held by Elidom as of the date of the offer. Partner Sandy Foo led the transaction, which was valued at S$24.43 million (US$18.5m).


If you wish to inform us of any news, deals or prominent moves, please email us at thebriefing@inhousecommunity.com. All deals submitted will also be considered for our Deal of the Month and Deals of the Year.

Deals – February 14, 2018

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Allen & Gledhill has advised Puma Energy Holdings as Singapore guarantor on the issue of US$$750 million five percent senior notes due 2026 by Puma International Financing. Partners Michele Foo and Bernie Lee led the transaction.

Allen & Gledhill (A&G) and Rahmat Lim & Partners (RL&P) have provided Singapore law and Malaysia law advice, respectively, to Jacobs Douwe Egberts (JDE) and its wholly-owned subsidiary Jacobs Douwe Egberts Holdings Asia on the approximately M$1.47 billion (US$372.9m) pre-conditional voluntary conditional general offer to acquire all the issued ordinary shares of OldTown. A&G also advised on the IP due diligence on the IP assets of OldTown across 11 jurisdictions and conducted a detailed analysis of the coverage of its trademark rights in the markets. Partners Lee Kee Yeng, Daren Shiau, Elsa Chen, Serena Choo and Isaac Tung and RL&P partner Moy Pui Yee led the transaction.

AZB & Partners has advised the Godrej Group on the acquisition by Eranthus Developers, a group company of Godrej Group’s private equity arm, of 100 percent of the share capital (equity and compulsorily convertible preference shares) of NV Developers, a group company of New Vernon Capital. Partners Sai Krishna Bharathan and Monika Bhonsale led the transaction, which was valued at more than US$10 million and was completed on January 19, 2018.

AZB & Partners has also advised the Asian Development Bank on its sale of approximately 6.3 percent of the equity share capital of Renew Power Ventures to the Canada Pension Plan Investment Board. Partners Sai Krishna Bharathan and Ananya Sharma led the transaction, which was valued at approximately Rs9.2 billion (US$143m) and was completed on January 31, 2018.


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Colin Ng & Partners has advised the selling shareholders of a Singapore manufacturing company, with subsidiaries and operations in several parts of South East Asia, on the sale of 100 percent equity interests for more than S$50 million (US$37.8m). Partner Ken Chia led the transaction.

Freshfields has advised Prudential on its auction sale of 100 percent of Prudential Vietnam Finance, a Vietnam-based consumer finance business, for US$151 million. The purchaser is Shinhan Card, a subsidiary of the Shinhan Financial Group, and the sale is subject to regulatory approvals. Prudential and Shinhan have also agreed on a new long-term bancassurance partnership in Vietnam and Indonesia in connection with the sale. The Freshfields team advising on the deal was led by Hong Kong partner Edward Freeman.

J Sagar Associates has advised NCC on its recently concluded qualified institutions placement of equity shares. The QIP consisted of an issue of approximately 44.7 million equity shares at face value of Rs2 (US$0.03) each at Rs123 (US$1.91) per equity share, aggregating up to Rs5.49 billion (US$85.4m). Edelweiss Financial Services acted as the book-running lead manager. NCC is one of the largest construction companies in India, in terms of standalone revenues in fiscal year 2017, with more than three decades of experience in the construction space. The NCC group provides services across a diverse range of sectors, with presence across buildings and housing, roads, water and environment, irrigation, electrical, metals, mining and railways and has a pan-India presence with offices across India. Partners Vikram Raghani and Arka Mookerjee led the transaction.

J Sagar Associates has also advised Galaxy Surfactants on its recently concluded IPO of equity shares. The IPO was by way of an offer for sale of approximately 6.3 million equity shares by 307 existing shareholders at Rs1,480 (US$23.03) each, aggregating to Rs9.37 billion (US$145.8m). ICICI Securities, Edelweiss Financial Services and JM Financial acted as the book-running lead managers. Galaxy is one of India’s leading manufacturers of surfactants and other specialty ingredients for the personal care and home care industries. Currently, its product portfolio comprises over 200 product grades, which are marketed in over 70 countries. Partners Vikram Raghani and Arka Mookerjee led the transaction. AZB & Partners, led by partners Madhurima Mukherjee and Agnik Bhattacharyya, advised the book-running lead managers.

K Law has advised IL&FS Energy Development Company on its sale of two operating solar power projects in District Agar-Malwa, Madhya Pradesh to IDFC Alternatives for more than Rs1.02 billion (US$15.9m). Senior partner Pradeep Ratnam and associate partner Arjun Sharma led the transaction, which is expected to be completed in January 2019. Link Legal advised IDFC Alternatives.

Khaitan & Co has advised The Abraaj Group on its follow-on investment in BigBasket.com. The Abraaj Group is a private equity, venture capital and real estate investment firm specialising in early venture, seed, growth capital, emerging growth, mid venture, late venture, expansion capital, industry consolidation, mezzanine, subdebt, PIPES, buyouts, bridge, recapitalisation, infrastructure, and buy and build in mature companies in the fintech sector. Partner Aakash Choubey, assisted by partner Avaantika Kakkar, led the transaction.

Khaitan & Co has also advised IIFL Holdings on the proposed group restructuring through composite scheme of arrangement. The scheme, inter alia, provides for the amalgamation of India Infoline Media & Research Services with IIFL Holdings; demerger of the securities business undertaking of IIFL Holdings into India Infoline; demerger of the wealth business undertaking of IIFL Holdings into IIFL Wealth Management; amalgamation of India Infoline Finance with IIFL Holdings; and, transfer of the broking and depository participant business undertaking of IIFL Wealth Management to its wholly-owned subsidiary, IIFL Distribution Services, on a going-concern basis. Partners Haigreve Khaitan, Mehul Shah and Aakash Choubey, assisted by executive director Sudhir Bassi, partner Avaantika Kakkar and associate partners Peshwan Jehangir and Moin Ladha, led the transaction.

Majmudar & Partners has represented Fluidmaster, one of the world’s leading manufacturers of sanitaryware parts, on its proposed acquisition of a 51 percent interest in Fluidmaster Jindal Sanitaryware India, a manufacturer of sanitaryware parts. The proposed acquisition is at an enterprise value of Rs800 (US$12.45m), and is subject to necessary approvals and fulfillment of conditions precedent. Partner Rukshad Davar led the transaction. Kanth and Associates represented the Jindal entities, namely Jindal Sanitaryware, Jindal Plast India and J S Industries.

Maples and Calder (Hong Kong) has acted as BVI counsel to CICC Hong Kong Finance 2016 MTN on the update of its US$3 billion medium term note programme, guaranteed by China International Capital (Hong Kong) with the benefit of a keepwell deed provided by China International Capital. The transaction closed on January 10, 2018. Partner Matt Roberts led the transaction, while Linklaters acted as Hong Kong and English counsel. Allen & Overy acted as English counsel to China International Capital Corporation Hong Kong Securities, Citigroup Global Markets and Standard Chartered Bank as the arrangers.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Tahoe Group Global on its issuance of US$200 million 7.875 percent notes due 2021 and US$225 million 8.125 percent notes due 2023 guaranteed by the Tahoe Group. Partner Derrick Kan led the transaction, which closed on January 17, 2018. Sidley Austin acted as US counsel to the issuer and the guarantor. Davis Polk & Wardwell acted as US counsel to the joint lead managers and joint book-runners.

Rajah & Tann Singapore is acting for OUE Lippo Healthcare on the proposed placement of 562.5 million ordinary shares in the share capital of OUE Lippo Healthcare to Browny Healthcare, a wholly-owned subsidiary of Itochu. The issue price of S$0.14 (US$0.106) represents a premium to the volume weighted average price on the last full market day prior to the company’s announcement. Partners Sandy Foo and Penelope Loh led the transaction, which was valued at S$78.75 million (US$59.5m).

Rajah & Tann Singapore has also advised BRC Asia on its S$46.99 million (US$35.5m) placement of new shares to strengthen its financial position and build up its war chest to capitalise on opportunities for strategic investments, acquisitions, alliances, joint ventures and/or expansion of businesses. The BRC Asia group engages in building construction, as well as the manufacture of basic iron and steel. Partner Danny Lim led the transaction.

Shardul Amarchand Mangaldas & Co has represented Matrimony.com before the Competition Commission of India against Google. On its decision dated January 31, 2018, the CCI found Google, Google Ireland and Google India to have abused their dominant position, in violation of Section 4 of the Competition Act, and imposed a penalty of Rs1.35 billion (US$21m) on Google. In addition, the CCI ordered Google to add a disclaimer to its commercial flights unit box and not enforce restrictive and abusive clauses in its search intermediation agreements. The CCI held that Google enjoys a dominant position in “online general web search” and “web search advertising services”. Further, the CCI held Google liable for abusing its dominance in three ways: first, placement of universal results before 2010 were pre-determined by Google and not based on relevance, which was unfair to the users; second, prominent display and placement of commercial flight unit, with link to Google’s specialised flight search service, is an unfair imposition and deprives users of additional choices; and third, prohibitions imposed on publishers under the negotiated search intermediation agreements are unfair, as these restrict their choice of partners. The decision concluded six years of proceedings against Google. The complaint to the CCI was made by Matrimony.com, a customer of Google’s services, while a second compliant against Google was filed by the Consumer Unity and Trust Society. Partner Naval Satarawala Chopra led the transaction.

Shardul Amarchand Mangaldas has also advised Emami on the acquisition of a 26 percent stake in Brillare Science. Founded in 2009 and based in Ahmedabad, Brillare Science produces hair and skin care products, and sells them to professional salons. It owns popular brands Brillare Science, Elementi Puro and Root Deep. As a part of the transaction, Emami agreed to subscribe to compulsory convertible preference shares of Brillare Science in two tranches, which upon conversion will result in Emami holding a 26 percent equity stake in Brillare Science. Bon Proximo acted as the financial advisers to Brillare Science. Partner Sakshi Mehra led the transaction, which was signed on February 5, 2018 and is subject to necessary approvals and fulfilment of certain conditions precedent.

Sullivan & Cromwell (Hong Kong) is representing Credit Suisse, as financial adviser to the independent committee of the board of directors of Alibaba Group (China), on Alibaba’s agreement to acquire a 33 percent equity interest in Ant Small and Micro Financial Services Group (China), pursuant to 2014 transaction agreements. Corporate partners Michael DeSombre (Hong Kong) and Stephen Kotran (New York) are leading the transaction, which was announced on February 1, 2018.

The Capital Law Office has represented TKS Technologies on the acquisition of all shares in Thai British Security Printing, through a tender offer with a transaction value of approximately Bt1.34 billion (US$42.5m). Partner Paradorn Leosakul led the transaction.

The Capital Law Office has also represented Canopus International and Indorama Ventures on the issuance and sale by Canopus of US$200 million zero coupon secured exchangeable bonds, exchangeable into Indorama ordinary shares outside the US, in reliance on Regulation S under the US Securities Act. The bonds were listed in Singapore. Canopus is a Mauritius parent company of Thailand-listed Indorama, a major global intermediate petrochemicals producer and one of the largest vertically integrated polyester value chain producers in the world. Morgan Stanley acted as the sole book-runner. Partner Chatri Trakulmanenate led the transaction.

Weerawong C&P has represented CPN Retail Growth Leasehold Property Fund (CPNRF by SCB Asset Management) on the conversion of CPNRF into a real estate investment trust, namely CPNReit, by the transfer of four department stores, namely CentralPlaza Rama 2, CentralPlaza Rama 3, CentralPlaza Pinklao and CentralPlaza Chiang Mai Airport. CPNReit made additional investments in CentralFestival Pattaya Beach and Hilton Hotel by obtaining Bt11.9 billion (US$377.7m) loans from financial institutions. The transfer of assets and the additional investment was valued at Bt46 billion (US$1.46b). After the conversion and such investment in January 2018, CPNReit became the largest real estate investment trust in Thailand. Partner Khemajit Choomwattana led the transaction.

Weerawong C&P has also represented Singapore-listed Thai Beverage (Thai Bev) on the US$4.83 billion acquisition of 53.59 percent of Vietnam-listed Saigon Beer Alcohol and Beverage (Sabeco) by Vietnam Beverage, an associated company of Thai Bev, from the Vietnam Ministry of Industry and Trade. This is the highest value privatisation and the highest value acquisition in Vietnam to date. The deal will enable the Thai Bev Group to expand in the region, increase product offerings, and will provide access to an extensive distribution network. The firm also advised on the financing for the acquisition. Vietnam Beverage and Beerco financed the purchase through a mix of its existing equity capital and loans from Thai and foreign banks. The financing comprised Bt20 billion (US$634.7m) of bilateral loan agreements from five major Thai banks, namely Bangkok Bank, Bank of Ayudhya, Kasikorn Bank, Krungthai Bank and Siam Commercial Bank, and US$1.95 billion from Mizuho Bank, as mandated lead arranger and book-runner, and Standard Chartered Bank as mandated lead arranger. Thai Bev provided a corporate guarantee of performance under the loan facility. This was the highest value financing in Thailand in 2017. Senior partner Weerawong Chittmittrapap and partners Sunyaluck Chaikajornwat, Samata Masagee and Passawan Navanithikul led the transaction.

Wong & Partners, a member firm of Baker McKenzie International, has advised SCG Packaging on its M$104.5 million (US$26.5m) acquisition of a 68.3 percent stake in Interpress Printers, through its wholly-owned subsidiary, SCGP Solutions (Singapore). The acquisition of Interpress Printers will assist SCG Packaging in adapting and enhancing its overall portfolio and expand its service business line, making SCG Packaging one of the top, full-packaging solutions providers in the Asean region. Interpress Printers primarily serves global quick service restaurant chains, and this will benefit SCG Packaging in meeting the rapid demand and development of its packaging solutions. Partners Adeline Wong and Stephanie Phua led the transaction, which was completed on January 22, 2018. Heng & Co advised the vendors.

WongPartnership is acting for tryb Group on the investment by Makara Innovation Fund to accelerate the development of tryB Group’s financial infrastructure platform for Asean. Partners Vivien Yui and Ong Sin Wei are leading the transaction.

WongPartnership is also advising Fu Yu on the proposed privatisation of its subsidiary, LCTH, through a selective capital repayment exercise. Partners Chan Sing Yee and Lydia Ong are leading the transaction.


If you wish to inform us of any competed deals, email us at thebriefing@inhousecommunity.com.

Deals submitted throughout the year will also be considered for our annual Deals of the Year round-up.


 

Deals – February 7, 2018

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Allen & Gledhill has advised ABJA Investment, a wholly-owned Singapore-incorporated subsidiary of Tata Steel, on the issue of US$300 million 4.45 percent notes due 2023 and US$1 billion 5.45 percent notes due 2028. Partners Glenn Foo and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Sawit Sumbermas Sarana, through its wholly-owned Singapore-incorporated subsidiary SSMS Plantation, on the issue of US$300 million 7.75 percent senior notes due 2023. Partners Glenn Foo and Sunit Chhabra also led the transaction.

Allen & Gledhill’s Myanmar office has advised TMH Telecom, as issuer, and Myanmar Securities Exchange Centre, as sole book-runner, sole lead manager and underwriter, on the IPO of TMH in Myanmar. A telecommunication service provider founded in 2006, TMH is the fifth corporation to be listed but the first to offer new shares in Myanmar. The IPO will generate approximately K1.634 billion (US$1.2m) new capital for the company. TMH’s listing is the first true IPO in Myanmar, as the first four listings were by way of introduction of existing shares. This listing also sets a precedent for other companies to consider IPO as a channel for raising funds. Managing director Minn Naing Oo led the transaction.

AZB & Partners has advised HarbourVest Partners (Asia) on its acquisition, together with other HarbourVest entities, of equity shares of Janalakshmi Financial Services. Partners Divya Mundra, Samir Gandhi and Rahul Rai led the transaction, which was valued at more than Rs2.5 billion (US$38.8m) and was completed on January 16, 2018.

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AZB & Partners has also advised JM Financial on its issuance of approximately 40 million equity shares at a price of Rs162 each (US$2.52), including a premium of Rs161 (US$2.50) per equity share. Partners Varoon Chandra and Lionel D’Almeida led the transaction which was valued at Rs6.48 billion (US$100.8m) and was completed on February 2, 2018.

Baker McKenzie has acted for privately-owned Australian probiotic market leader Life-Space Group owners on the sale of 100 percent of its shares to China-based By-Health Group. The transaction is subject to customary shareholder and regulatory approvals, and implies an enterprise value for Life-Space Group of up to A$690 million (US$542m). Life-Space Group is one of the largest probiotics companies in Australia. The Life-Space brand is the market-leading probiotic brand in Chemist Warehouse, Australia’s largest pharmacy retailer, and has become highly recognised by Chinese consumers. Founded in 1995, By-Health is a substantial Chinese company listed in Shenzhen. By-Health has grown into a leading brand and iconic company in the Chinese dietary supplement market. Partner Richard Lustig led the transaction.

Conyers Dill & Pearman has acted as Cayman Islands counsel to C-MER Eye Care on its HK$285.6 million (US$36.5m) IPO of 197 million offer shares, subject to the over-allotment option, in Hong Kong. C-MER Eye Care provides ophthalmic services and sells vision aid and pharmaceutical products, tendered through eye centres, surgery centres and satellite clinics in Hong Kong and China. Founded in 2012 and headquartered in Central, Hong Kong, the company is a subsidiary of C-MER Group. Hong Kong partner Lilian Woo, working alongside Squire Patton Boggs and Tian Yuan Law Firm, led the transaction.

Conyers Dill and Pearman has also acted as BVI counsel to BOSC International (BVI) on the issuance of US$500 million 3.125 percent credit-enhanced bonds due 2021, with the benefit of a keepwell deed provided by Bank of Shanghai and an irrevocable standby letter of credit, dated January 18, 2018, issued by China Construction Bank Hong Kong Branch. BOSC is a wholly-owned subsidiary of Bank of Shanghai. Hong Kong partner Anna Chong, working alongside King & Wood Mallesons, led the transaction.

Clifford Chance has advised the shareholders of Order-In, an Australian corporate catering service provider, on its sale to buyers controlled by global venture capital entity Rocket Internet. Germany-listed Rocket Internet invests in proven internet companies, such as Delivery Hero, Hello Fresh and the Global Online Takeaway Group. Launched in 2000, Order-In manages hospitality services for more than 2,000 customers, including Commonwealth Bank, QBE and Lendlease. Partner Lance Sacks led the transaction.

Cyril Amarchand Mangaldas has advised Amber Enterprises India and Jasbir Singh and Daljit Singh, the promoter selling shareholders, on the Rs6 billion (US$93.2m) IPO of equity shares, at face value of Rs10 (US$0.16) each, comprising a fresh issue of the company’s equity shares aggregating to Rs4.75 billion (US$73.8m) and an offer for sale by the promoter selling shareholders of equity shares aggregating to Rs1.25 billion (US$19.4m). The prospectus was filed on January 23, 2018, and the equity shares were listed in India on January 30, 2018. Capital markets partners Yash Ashar (Mumbai) and Gokul Rajan (New Delhi) led the transaction.

Cyril Amarchand Mangaldas has also acted as Indian counsel to the Department of Investment and Public Asset Management of India on its approximately Rs39.15 billion (US$19.4m) sale, in an off-market transaction, of approximately 779 million equity shares, aggregating to 51.11 percent of the paid up equity capital, of Hindustan Petroleum to Oil and Natural Gas Corporation. Bangalore corporate partner Nivedita Rao and New Delhi partners Amita Katragadda, Rishi Anand, Jay Cheema and Rahul Goel led the transaction, which was signed on January 20, 2018.

Hogan Lovells has advised TBLA International, an offshore subsidiary of Tunas Baru Lampung, on the successful closing of its US$200 million high yield bond offering. The deal was led by CLSA and Indonesian bank Mandiri Securities. Established in 1973, TBLA is a member company of Sungai Budi Group, a pioneer in Indonesia’s agricultural industry which was founded in 1947. TBLA was established to assist the country’s development and to capitalise on Indonesia’s competitive advantage in agriculture. Sungai Budi Group is one of Indonesia’s largest manufacturers and distributors of agriculture-based consumer products. TBLA intends to use the proceeds of the offering to repay some of its existing indebtedness. Partner Stephen Peepels, head of the US securities practice in Asia, supported by partner Alex Wong, led the transaction, which is one of Asia’s first high yield bond offerings of 2018. CLSA and Mandiri Securities were represented by Milbank Tweed.

Hogan Lovells’ Shanghai office and its associated office in the Shanghai Free Trade Zone, Hogan Lovells Fidelity, have also represented the LEGO Group before the Shantou Intermediate People’s Court on copyright infringement and unfair competition complaints against two Chinese toy makers, which were jointly manufacturing and selling imitation LEGO products. The court decreed that the two defendants must stop copying the packaging and logos of LEGO products, under Chinese copyright laws. Further, the court recognised that the unique and distinctive appearance and packaging of the LEGO Friends product line has become the source-indicating trade dress for well-known LEGO toys through their extensive use and advertisement. Hence, the court determined that the defendants should cease copying and using the said trade dress, under Chinese anti-unfair competition laws. The decisions exemplify the Chinese government’s continued focus on proper intellectual property protection. Shanghai IP Agency partner Zhen (Katie) Feng led the transaction.

Howse Williams Bowers has advised STI Financial Group on the acquisition of a significant minority interest in a Singapore-based fund management platform. STI Financial Group is an asset management firm that specialises in hedge funds management, private equity investments and structured product management. Partner Christopher Yu led the transaction.

Howse Williams Bowers has also acted as Hong Kong counsel to SBCVC Company (SBCVC HK) on a sell down in a follow-on offering of GDS Holding, a leading developer and operator of high-performance data centres in China. SBCVC HK is an affiliate of SBCVC Holdings (SBCVC), a leading venture capital and private equity firm that manages both US$ and RMB funds, with focus on high-tech, high growth companies in TMT, clean technology, healthcare, consumer/retail and advanced manufacturing sectors. The public offering was closed on January 30, 2018, and SBCVC raised approximately US$110.2 million from the public offering, after the greenshoe option was exercised in full by the underwriters, and after deducting the relevant underwriting discounts and commissions (but before expenses). RBC Capital Markets, JP Morgan and Citigroup acted as joint book-running managers for the offering. Cowen, Guggenheim Securities and Raymond James acted as co-managers. Partner Christopher Yu also led the transaction.

J Sagar Associates has advised Netherlands Glass Investment BV (NGI), a group company of SGD Pharma, on its acquisition of a further 9.49 percent equity stake in SGD Pharma India from the existing minority shareholders, resulting in increased shareholding to 83.38 percent in SGD Pharma India, a global leader in glass pharmaceutical packaging. NGI manufactures, markets, sells and distributes glass containers and their accessories. Partners Nitin Potdar and Rinku Ambekar led the transaction.

J Sagar Associates is also advising Info Edge India on its proposed US$50 million sale of a 6.66 percent stake in Zomato Media to Ant Small and Micro Financial Services Group (Ant Financial), the payments affiliate of Chinese e-commerce firm Alibaba. Info Edge will sell, either directly or through its wholly-owned subsidiary, Naukri Internet Services (NIS). The transaction is expected to close on or before April 15, 2018. Zomato has also signed a definitive agreement with Ant Financial to raise funds for approximately US$150 million. Info Edge and NIS currently hold, on a fully converted and diluted basis, 44.74 percent in Zomato. Following the fund raise by Zomato and sale of shares by Info Edge, Info Edge and NIS will hold approximately 30.91 percent, and will continue to be Zomato’s single largest shareholder. Zomato owns and operates the restaurant search mobile application and website www.zomato.com. Ant Financial operates the world’s largest mobile and online payment platform Alipay. India-listed Info Edge runs the popular web portals Naukri.com, 99Acres.com, Jeevansathi.com and Shiksha.com. The deal values Zomato at US$ 1.1 billion, with a pre-money valuation of US$945 million. Partners Rohitashwa Prasad and Swetha Prashant are leading the transaction. AZB & Partners, led by Vinati Kastia and Abhishek Shinde, is advising Zomato Media.

Khaitan & Co has successfully represented Ultratech before the Supreme Court of India on a matter where Ultratech, who was the allocatee of the Bhaskarpara Coal Block, was subsequently de-allocated by the Ministry of Coal, Union of India, allegedly on the ground that there was no substantial progress in the development of the coal block. Consequently, the bank guarantee of Rs84.5 billion (US$1.3b) furnished by Ultratech was invoked by the Union of India to the extent of Rs16.5 billion (US$256.8m). Thereafter, in a round of further representations in the Chattisgarh High Court and in the Supreme Court, the firm successfully obtained an order restraining the Union of India from invoking the bank guarantee for the pendency of the matter. Partners Ajay Bhargava and Vanita Bhargava represented Ultratech.

Khaitan & Co has acted as domestic counsel to HCL Infosystems on its issue of approximately 106.2 million equity shares aggregating to approximately US$78 million. HCL Infosystems operates as an IT services, distribution and digital solutions company, primarily in India. It operates through distribution, hardware products and solutions, services, and learning segments. Executive director Sudhir Bassi and partner Gautham Srinivas led the transaction.

Luthra & Luthra is advising ICICI Securities, Credit Suisse, IIFL and Kotak, as the book-running lead managers, on the proposed IPO of equity shares by CreditAccess Grameen. Headquartered in Bangalore, Grameen is a leading Indian micro-finance institution focused on providing micro-loans to women customers, predominantly in rural areas in India. According to CRISIL Research, Grameen was the third largest NBFC-MFI in India, in terms of gross loan portfolio, as of the previous fiscal year. The offering is through a combination of a fresh issue by the company and an offer for sale by the promoter, CreditAccess Asia. Partner Manan Lahoty is leading the transaction, while Clifford Chance is acting as international counsel. Cyril Amarchand Mangaldas is advising Grameen and CreditAccess Asia.

Luthra & Luthra has also advised Sanghi Industries and SBI Capital Markets, HDFC and Motilal Oswal, as the book-running lead managers, on the approximately Rs4 billion (US$62.3m) QIP of Sanghi Industries. Pursuant to the QIP, equity shares of the company were listed in India. Sanghi Industries is among the lowest cost producers of cement in India, operating one of the largest fully integrated single stream cement plants in Gujarat. Partner Ravi Dubey led the transaction, while Duane Morris & Selvam acted as special international counsel to the book-running lead managers.

Paul, Weiss has represented Tencent on its investment in Skydance Media, a US-based diversified media company that creates high-quality, event-level entertainment across its feature film, animation, television, gaming and digital platforms. Tencent is a leading provider of internet value-added services in China. The investment is part of a broader strategic partnership, which provides a global platform for project-level collaboration and will also allow Skydance to access Tencent’s expertise in Asia and gaming to further build out its presence in these markets. Partnership initiatives will include the opportunity for Tencent to co-finance Skydance films, as well as to market, distribute and merchandise in China. The partnership also supports collaboration on other media initiatives, including television, interactive and virtual reality. Corporate partner Jeanette Chan and intellectual property partner Chuck Googe led the transaction. Latham & Watkins advised Skydance Media.

Rajah & Tann Asia has acted for Lee Rubber on a cross-border deal involving the sale of its entire shareholding interests in Knowledge One Investment to AsianIndo Holdings for a cash consideration of US$94.97 million. Partner Cheng Yoke Ping from Rajah & Tann Singapore and partner Tunggul Purusa Utomo from Assegaf Hamzah & Partners (Indonesia) led the transaction.

Rajah & Tann Asia has also advised Singapore-listed ABR on its S$65 million (US$49m) acquisition of 50 percent shares in Bintan Lagoon Resort, which owns Bintan Lagoon Resort situated in Bintan, Indonesia. Bintan Lagoon Resort comprises a 413-key resort hotel, two 18-hole championship golf courses, 58 villas, and leisure and food and beverage facilities that sit on approximately 311 hectares of land. Partners Danny Lim and Penelope Loh from Rajah & Tann Singapore and partner Eko Basyuni from Assegaf Hamzah & Partners (Indonesia) led the transaction.

Shardul Amarchand Mangaldas has advised Colfax on the acquisition by ESAB India, a Colfax group company, of the welding wire business of Sandvik Asia. The transaction is part of the global sale of the stainless steel and nickel alloy welding consumables business of Sandvik to ESAB entities in various jurisdictions. The transaction involves transfer of Sandvik’s manufacturing facilities in Sweden and USA, and its sale and distribution business in India, China, France, Germany, Italy, Singapore, Spain, Sweden, Switzerland, the UAE, the UK and the USA. The India leg of the business transfer was undertaken by way of a slump sale. The deal closed on January 31, 2018. Partner Akila Agrawal led the transaction, while MAQS Advokatbyrå acted as deal counsel. Phoenix Legal and Mannheimer Swartling acted as domestic counsel and deal counsel, respectively, to Sandvik.

Shardul Amarchand Mangaldas has also advised Emami Cement on a 30-year agreement with Nuvoco Vistas, formerly known as Lafarge India, on the “licence basis” use of its railway sliding in Chhattisgarh. The agreement would enable Emami Cement to transport goods and material to and from its cement manufacturing plant in Chhattisgarh. Partner Sakshi Mehra led the transaction, which was valued at Rs800 million (US$12.4m). Khaitan & Co advised Nuvoco Vistas.

Shook Lin & Bok is acting for DBS Trustee, the trustee of Far East Hospitality REIT, on the approximately S$210 million (US$158.8m) proposed acquisition of Oasia Hotel Downtown from Far East SOHO, a member of the Far East Organisation group of companies. Partners Tan Woon Hum and Andrea Ng led the transaction.

Sullivan & Cromwell (Hong Kong) is representing CST Group (Hong Kong) on the asset purchase agreement by its indirect wholly-owned subsidiary, Sonicfield Global (BVI), with Deloitte Restructuring (Canada) and its restructuring implementation agreement with China Minsheng Banking Corporation, to collaborate to restructure the indebtedness of Grande Cache Coal (Canada) and to acquire the relevant mining assets and properties which are under receivership from Deloitte Restructuring. Corporate partners Kay Ian Ng (Hong Kong) and Gwen Wong (Beijing) are leading the transaction, which was announced on December 22, 2017.

The Capital Law Office has represented UCity on the acquisition of all assets from Unicorn Enterprise, a wholly-owned subsidiary of BTS Group, which engages in real estate and property businesses. Partner Paradorn Leosakul led the transaction, which was valued at β14.5 billion (US$458.8m).

The Capital Law Office has also represented Vichai Srivaddhanaprabha and his family members on the disposition of approximately 1.76 billion shares, representing 36.3 percent stake, in Asia Aviation (AAV). Vichai owns the King Power Group, Thailand’s largest duty-free operator, and is the chairman of Leicester City Football Club. AAV is the Thailand-listed parent company of low-cost airline operator Thai Air Asia. Partner Chatri Trakulmanenate led the transaction, which was valued at approximately β8.28 billion (US$262m).

Legal Inno tech Forum Legaltech Singapore
Legal Inno tech Forum Legaltech Singapore

Weil, Gotshal & Manges is acting as US counsel to the Special Committee of the Board of Directors of Canadian Solar, a Nasdaq-listed solar power company, on the proposed US$1 billion going-private transaction of the company by its chairman and CEO Shawn Qu. Canadian Solar is one of the world’s largest solar power companies. Under the preliminary, non-binding proposal dated December 9, 2017, Qu proposes to acquire all of the outstanding common shares of the company not already beneficially owned by Qu and his wife, Hanbing Zhang, in a going-private transaction for a cash consideration of US$18.47 per common share. Asia M&A partners Tim Gardner, Charles Ching and Chris Welty are leading the transaction, while Osler, Hoskin & Harcourt is acting as Canadian counsel.

WongPartnership acted as Singapore counsel to PHI in the C$232 million acquisition of HNZ Group by Don Wall (HNZ Group’s president and CEO), and subsequent acquisition by PHI of HNZ’s offshore business conducted in New Zealand, Australia, the Philippines and Papua New Guinea. The transaction was led by partner Teo Hsiao-Huey.

WongPartnership advised Centrality Investments, the blockchain-based marketplace platform, in its token generation event, which raised US$80 million in CENNZ tokens in six minutes. The transaction was led by partners Ong Sin Wei, Jeffrey Lim, Tan Shao Tong and Tian Sion Yoong.

Deals – January 31, 2018

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Clifford Chance has advised global private markets investment manager Partners Group on its exit, for US$520 million, from global apparel labelling and branding solutions provider Trimco International Holdings to funds advised by Afinity Equity Partners. The firm also advised Partners Group on its initial acquisition of Trimco, and follow-on investments. The initial investment into Trimco in 2012 was designed to support Trimco’s international expansion. Trimco has since expanded its manufacturing footprint in key apparel hubs across Eastern Europe, Turkey, China, and South and Southeast Asia. Hong Kong corporate partner Andrew Whan, supported by finance partner Dauwood Malik and antitrust partner Richard Blewett, led the transaction.

Clifford Chance has also advised London-listed asset manager Intermediate Capital Group on the acquisition, through a competitive auction, of Singapore private education institute PSB Academy from funds managed by Baring Private Equity Asia. PSB is one of the largest independent tertiary education institutions in Singapore, with a 54-year track record. PSB delivers full-fledged tertiary degrees under the brands of renowned university partners in Australia and the UK. It operates two state-of-the-art campuses in Singapore, as well as schools in Vietnam, Myanmar and Indonesia. M&A partners Andrew Whan (Hong Kong) and Melissa Ng (Singapore) led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel to Wah Sun Handbags International Holdings on its HK$118 million (US$15m) global offering and listing in Hong Kong. Wah Sun Handbags is one of the leading global non-leather handbag original equipment manufacturers (OEM) and the fifth largest non-leather handbag OEM in Cambodia. The company manufactures and sells handbags to well-known multinational fashion brand names in the US, Canada, Spain, Sweden and Japan. DBS Asia Capital acted as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager. The shares of Wah Sun Handbags commenced trading in Hong Kong on January 22, 2018. Partners Brian Ho and Denise Che led the transaction.

Asian-mena Counsel Magazine

J Sagar Associates has advised Indian Railway Finance (IRF) on the listing of its US$500 million green bonds on the global securities market (GSM) platform of BSE’s India International Exchange (India INX) at the Gujarat International Finance-Tec City. The listing is IRF’s maiden US-dollar green bonds listing on the GSM platform of the India INX. IRF’s listing was also the inaugural listing for India INX’s GSM platform. India INX is India’s first international exchange at the International Financial Services Centre, GIFT City, set up in January 2017. India INX offers a diversified portfolio of products and technology services akin to other global exchanges, like those in Hong Kong, Singapore, Dubai, London and New York. GSM is an international market launched by India INX in December 2017 to offer issuers an efficient and consumer centric route to raise capital from global debt markets. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.

LawCept Partners has advised Digibook Technologies, its promoters and existing angel investors on the funding in Digibook by Education Catalyst Fund, an early-stage education and skilling impact fund registered with SEBI as a Category II–AIF and managed by Corporate Business Advisors. Digibook is a Bangalore-based entity run by promoters Sumeet Verma and Amit Shrivastava under the brand name ‘KopyKitab’, and offers a digital textbook platform that converts all traditional textbooks or publications onto a tablet or desktop, where the student/reader can not only see the text digitally, but can also access embedded multimedia and reference content. Partners Tereasa Rini and Afshan Ahmedbhoy led the transaction. Education Catalyst Fund was advised by NDS Law Partners.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Pentamaster International on its offering and listing of 368 million shares in Hong Kong. Its controlling shareholder, Pentamaster, is a public company listed in Malaysia. The group provides automation technology and solutions to manufacturers in the semiconductor, telecommunications, consumer electronics and automotive sectors in APAC, North America and Europe. The shares are offered at HK$1.00 (US$0.128) each, and the offering raised HK$368 million (US$47m). Altus Capital acted as the sole sponsor, whilst Crosby Securities and Yuanta Securities (Hong Kong) acted as the joint lead managers. Partner Lorraine Pao led the transaction, while Sidley Austin acted as Hong Kong counsel. Howse Williams Bowers acted as Hong Kong counsel to the sponsor and underwriters.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Twintek Investment Holdings on its offering and listing of 200 million shares in Hong Kong. The shares are offered at HK$0.65 (US$0.083) each, and the offering raised HK$130 million (US$16.6m). Ample Capital acted as the sole sponsor, whilst Ample Orient Capital and Wealth Link Securities acted as the joint lead managers. Partner Lorraine Pao led the transaction, while CNF lawyers in association with Broad & Bright acted as Hong Kong counsel. Addleshaw Goddard acted as Hong Kong counsel to the sponsor and underwriters.

Sullivan & Cromwell is representing Pou Chen (Taiwan) on its proposal for the privatisation of Pou Sheng International (Bermuda), under which Pou Sheng will become a direct or indirect wholly-owned subsidiary of Pou Chen, for an aggregate value of approximately HK$10.84 billion (US$1.4b). Corporate partners Gwen Wong (Beijing) and Ching-Yang Lin (Hong Kong) are leading the transaction, which was announced on January 21, 2018.

Wong & Partners, a member of Baker McKenzie International, has advised Ekuiti (Ekuinas) on the sale of its entire stake in APIIT Education Group to joint venture vehicles owned by Singapore-based private equity firm KV Asia Capital and the existing key management team of the APIIT Group. The transaction will enable Ekuinas to generate a positive blended internal rate of return of 22.3 percent and money multiple of 1.6 times the capital invested. The APIIT Group comprises Asia Pacific Schools, Asia Pacific University of Technology and Innovation and Asia Pacific Institute of Information Technology (APIIT). Partner Munir Abdul Aziz, supported by partner Wong Sue Wan, led the transaction, which was completed on December 29, 2017. Rahmat Lim & Partners advised Asia Pacific Education Holdings and Ilmu Utama.

Wong & Partners, a member of Baker McKenzie International, has also advised Ekuiti (Ekuinas) on the sale of its entire stake in the Tenby Education Group to International Schools Partnership (ISP). The transaction will enable Ekuinas to generate a positive internal rate of return of 45.7 percent and money multiples of 2.5 times the capital invested. The acquisition of Tenby presents ISP with an opportunity to expand its field of education into the ASEAN market for the first time. With the acquisition of Tenby, ISP’s portfolio of schools will increase to 25. Tenby is an education group in Malaysia offering private national and international curricular across six campuses in Ipoh, Penang, Miri, Setia Alam, Johor Bahru and Semenyih. Partner Munir Abdul Aziz led the transaction, which was completed on January 17, 2018. Zaid Ibrahim & Co advised ISP Malaysia and International Schools Partnership.

WongPartnership is acting for Singapore Land in the mandatory unconditional cash offer by UOL Group for all the ordinary shares in SingLand other than those already owned, controlled or agreed to be acquired by UOL. Managing partner Ng Wai King and partners Andrew Ang, Tan Sue-Lynn and Milton Toon are leading the transaction.

WongPartnership is acting for ESR Funds Management as manager of ESR-Reit in the acquisition of 80% of the issued and paid-up share capital of 7000 AMK, which has a leasehold interest in a property on Ang Mo Kio Avenue in Singapore. The transaction valued the property at an agreed purchase price of S$300 million (US$230m). Partners Monica Yip, Annabelle Yip, Colin Ong and Audrey Chng are leading the transaction.

Deals – January 24, 2018

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Afridi & Angell has advised Sharjah Islamic Bank (SIB) on the issuance of approximately AED266.8 million (US$61.7m) convertible Sukuk-Al Wakala certificates to the Sharjah Social Security Fund and the subsequent conversion of the sukuk certificates into the ordinary share capital of SIB. The fund was established by Emiri Decree No. 66 of 2017, issued by HH Sheikh Sultan bin Mohammed Al Qasimi, Ruler of Sharjah, to fund various social security projects for UAE nationals in Sharjah. The proceeds would be invested by SIB, pursuant to a Wakala agreement, towards Sharia-compliant investments. Profits generated from the investments would be paid to the fund, to secure long-term funding for the fund. SIB has been an active member in the UAE sukuk landscape and has issued a number of sukuk, including the US$5 billion sukuk issuance programme by SIB Sukuk Company III, an SPV incorporated in the Cayman Islands by SIB. Managing partner Bashir Ahmed led the transaction.

Afridi & Angell has also advised Sharjah Cement and Industrial Development (SCID) on the issuance of approximately AED55.3 million (US$15m) convertible Sukuk-Al Murabaha certificates to the Sharjah Social Security Fund and the subsequent conversion of the sukuk certificates into the ordinary share capital of SCID. SCID promotes industrial manufacturing in the Emirate of Sharjah and has interests in cement, paper and plastics manufacturing. The proceeds would be applied by SCID towards various Murabaha transactions. Profits generated from the Murabaha transactions would be paid to the fund, to secure long-term funding for the fund. Managing partner Bashir Ahmed also led the transaction.

Allen & Gledhill has advised Secure Venture Development (No. 1) (SVD1), an associate company of UOL Group, on the S$201.08 million (US$153m) acquisition of Nanak Mansions Singapore. The firm also advised DBS Bank and United Overseas Bank on the S$200 million (US$152m) term loan facilities to SVD1 to finance the acquisition of Nanak Mansions and the construction of the proposed development thereon. Partners Ho Kin San, Ernest Teo and Lim Wei Ting led the transaction.

Counsels of the Year Awards 2018

AZB and Partners is advising KKR on the acquisition, via a preferential allotment, by its affiliate, Silverview Investments, of approximately nine million equity shares of Housing Development Finance Corporation. Partners Darshika Kothari, Rushabh Maniar, Nilanjana Singh and Anand Shah are leading the transaction, which was valued at Rs16 billion (US$251.4m) and is yet to be completed.

AZB & Partners is also advising IDFC Bank, IDFC and IDFC Financial Holding on the merger of Capital First, Capital First Home Finance and Capital First Securities with IDFC Bank. Senior partners Zia Mody and Ashwath Rau and partner Anu Tiwari are leading the transaction, which was valued at Rs95.4 billion (US$1.5b) and is yet to be completed.

Clifford Chance has advised the investors on Toshiba’s US$5.4 billion share placement, which closed on December 5, 2017. The equity transaction involved a placement of new shares in the Japanese company to 60 fund investors located outside Japan. Tokyo partner Reiko Sakimura, assisted by partner Masayuki Okamoto, led the transaction.

Gibson, Dunn & Crutcher is representing NAURA Technology Group on its acquisition of Akrion Systems. NAURA, a Chinese semiconductor company, received CFIUS approval for the purchase of Akrion Systems, a US semiconductor company, in December 2017. This is the first CFIUS approval for any Chinese acquisition submitted since Donald Trump took office in January 2017. This accomplishment is especially significant, in light of the US government’s noted concerns about Chinese acquisitions, in general, and semiconductor company acquisitions, in particular. What makes the CFIUS approval even more noteworthy is that NAURA is also a state-owned company. Despite heightened US government review of Chinese investments, the parties obtained the CFIUS approval in less than three months. Bejing corporate partner Fang Xue and New York CFIUS partner Jose Fernandez, supported by Beijing partner Joseph Barbeau, London tax partner Jeff Trinklein and Washington DC benefits partner Michael Collins are leading the transaction. Perkins Coie is advising Akrion.

Howse Williams Bowers has acted as Hong Kong counsel to Star Lavish, an indirect wholly-owned subsidiary of Huarong Investment Stock Corporation, as investor on the subscription of bonds, issued by Hong Kong-listed Superactive Group. The principal amount of the bonds issued by Superactive is HK$300 million (US$38.4m). Huarong and its subsidiaries engage in direct investments, financial services, and foundation and substructure construction services. Superactive and its subsidiaries engage in the manufacturing of consumer electronic products, money lending business and the provision of regulated financial service activities in Hong Kong and of nursery education service and property development in China. Partner Antony Yung led the transaction.

Howse Williams Bowers has also acted as Hong Kong counsel to ZACD Group on its HK$160 million (US$20.5m) global offering and listing in Hong Kong. ZACD is an asset manager headquartered in Singapore, offering integrated solutions across the real estate value chain in Singapore and elsewhere in the Asia Pacific region. It engages in investment management services, project consultancy and management services, property management and tenancy management services and financial advisory services. China Everbright Capital and Innovax Capital acted as joint sponsors, while Zhongtai International Capital acted as financial adviser. The shares commenced trading on January 16, 2018. Partners Brian Ho and Denise Che led the transaction.

J Sagar Associates has advised Elara Capital (India), IDBI Capital Markets & Securities, IDFC Bank and SBI Capital Markets, as the book-running lead managers, on the proposed IPO of RITES. RITES has filed a draft red herring prospectus with the Securities and Exchange Board of India for an IPO, by way of an offer for sale by the President of India (acting through the Ministry of Railways) of up to 24 million equity shares, including a reservation of additional equity shares in favour of RITES employees. RITES is a Miniratna (Category — I) Schedule ‘A’ Public Sector Enterprise and a leading player in the transport consultancy and engineering sector in India, with 43 years of experience in over 55 countries. It is the only export arm of Indian Railways for providing rolling stock overseas, other than in Thailand, Malaysia and Indonesia. RITES also provides consultancy services across other infrastructure and energy market sectors, including urban transport, roads and highways, ports, inland waterways, airports, institutional buildings, ropeways, power procurement and renewable energy. Partners Rohitashwa Prasad and Arka Mookerjee led the transaction.

J Sagar Associates has also advised Go Fashion (India) on a primary investment in the company by India Advantage Fund S4 I. This marks the second investment in the company, pursuant to an initial investment by Sequoia Capital India Investments IV in November 2014, which continues to remain a shareholder of the company. Go Fashion retails consumer apparel under the brand name “Go Colors!”. Partner Aarthi Sivanandh led the transaction.

Khaitan & Co has advised SATS Investment, a subsidiary of SATS, on its subscription for a 49 percent equity stake in a joint venture company, Mumbai Cargo Service Centre Airport, which will be responsible for operating the concession and managing the international cargo facilities at the Mumbai airport. SATS, an investment holding company, provides gateway services and food solutions in Singapore, Japan and internationally. Partners Ajay Bhargava, Akhil Bhatnagar and Gahan Singh led the transaction.

Khaitan & Co has also advised Itochu Petroleum (Singapore), a subsidiary of Itochu Corporation Japan, on its subscription of 19.7 percent stake in Hindustan Aegis LPG for Rs2.39 billion (US$37.5m). Itochu Singapore markets and distributes industrial machinery, chemicals, food products and paper material. Additionally, the company offers aerospace, electronics, multimedia equipment and power generation machinery. It also distributes cement and gypsum; organic, inorganic, functional and specialty chemicals; and paper and pulp. Partner Gahan Singh led the transaction.

King & Wood Mallesons has acted as Hong Kong counsel to Thing On Enterprise on its global offering and IPO in Hong Kong. The IPO comprised an issue of a total of 180 million shares, priced at HK$1.24 (US$0.16) each, raising gross proceeds of approximately HK$223 million (US$28.5m), before the exercise of the over-allotment option. Thing On engages in property investment business in Hong Kong, with a principal focus on office, retail and industrial properties leasing and in the property management business. Its investment property portfolio covers Grade A office space in core business areas, retail shops in prime urban areas, and industrial building units in a developed urban area. Hong Kong corporate partner Candy Chan and real estate partner Siu-Ngor Chow led the transaction, while Ogier advised on Cayman Islands law. Mayer Brown JSM advised the underwriters on Hong Kong law.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Everbright Grand China Assets on its global offering and listing of 110.4 million shares in Hong Kong. The shares are offered at HK$1.41 (US$0.18) each, and the offering raised approximately HK$156 million (US$20m). Everbright owns and manages a portfolio of properties in Sichuan province. Partner Derrick Kan led the transaction, while Baker & McKenzie acted as Hong Kong counsel. Mayer Brown JSM acted for China Everbright Capital and ABCI Capital, as the joint sponsors and underwriters.

Mayer Brown JSM has represented Standard Chartered APR and Standard Chartered Bank (Hong Kong) on the divestment of all 154 million of their shares in Asia Commercial Bank (ACB), one of Vietnam’s largest private sector banks. These shares represent 15 percent of ACB’s capital. ACB was founded in Ho Chi Minh City in 1993. The bank has over 350 branches and sub-branches nationwide, with around 9,935 employees and total assets of approximately US$9.3 billion, at the end of 2015. Standard Chartered APR sold 8.75 percent of ACB’s capital (approximately 90 million shares) to Estes Investment and Sather Gate Investment, while Standard Chartered Bank (Hong Kong) sold its 6.25 percent stake (or 64 million shares) to Boardwalk South, Whistler Investment and Estes Investment. Ho Chi Minh City corporate and securities partner David Harrison, supported by Hanoi partner Hoang Anh Nguyen, led the transaction.

Mayer Brown JSM has also represented Principal Financial Group, one of Southeast Asia’s largest asset managers, on its proposed acquisition of controlling stakes in CIMB-Principal Asset Management Group and CIMB-Principal Islamic Asset Management from its joint venture partner CIMB Group Holdings, pending regulatory approval. The transaction is expected to be completed in the second quarter of 2018, and will see Principal increase its ownership of each entity to 60 percent, with CIMB retaining 40 percent. Principal will pay up to M$470.3 million (US$120m) to CIMB for the combined acquisitions. Hong Kong partner Mark Uhrynuk, supported by Bangkok partner Maythawee Sarathai, led the transaction.

Rajah & Tann Singapore has acted for Everfit Sage on the acquisition of the entire issued and paid-up share capital of F2S1 Investment, the registered proprietor of the property situated at Selegie 1 Road, Singapore, also known as PoMo. The deal value was S$342 million (US$260m). The firm also acted for the borrower on the financing aspects of the transaction, which involved banking facilities of more than S$240 million (US$182.6m) from a local bank. Partners Norman Ho, Tracy Ang and Cindy Quek led the transaction.

Rajah & Tann Singapore has also acted for Singapore-listed Gallant Venture on the subscription of shares in Gallant Venture by certain subscribers at the issue price of S$0.133 (US$0.10) per subscription share, amounting to an aggregate gross consideration of S$68.24 million (US$52m). Partners Cheng Yoke Ping, Penelope Loh and Alison Foo led the transaction.

Shardul Amarchand Mangaldas has acted as Indian counsel to MUFG Securities (Asia) Singapore as the arranger on the establishment of Indiabulls Housing Finance’s US$1.5 billion secured euro medium term note programme, one of the first secured euro medium term note programmes to be established in India. The dealers appointed under the programme are Barclays, Citi, Credit Suisse, HSBC, MUFG and Yes Bank. Partners Kaushik Mukherjee and Abhay Sharma led the transaction, while Clifford Chance advised on English law. Clifford Chance also provided English law advice to Citicorp International as the trustee.

Skadden has advised Toshiba on its selection of Nucleus Acquisition, a consortium controlled by The Baupost Group, as the buyer of Toshiba’s claims against Westinghouse Electric Company for US$2.16 billion, and of Brookfield WEC Holdings as the buyer of the Westinghouse-related shares that it holds. The firm also assisted Toshiba with the successful Chapter 11 procedure of Westinghouse, including the execution of the plan support agreement with Westinghouse, its Statutory Unsecured Creditors Committee, and other parties. Tokyo bengoshi partner Mitsuhiro Kamiya, corporate restructuring partners Van Durrer (Los Angeles) and Chris Mallon (London) and corporate partner Scott Hopkins (London) led the transaction, which was announced on January 18, 2018.

Vaish Associates, Advocates has represented Surendra Prasad, as the informant, on the complaint filed before the Competition Commission of India (CCI) against cartel / bid rigging in coal liaison service tenders by the Maharashtra State Power Generation Co (MAHAGENCO). In its order dated January 10, 2018, CCI imposed penalties totaling to approximately Rs1.35 billion (US$21.2m) on a cartel, comprising of coal liaisoning companies Nair Coal Services, Karam Chand Thapar and Bros, and Naresh Kumar and Co, for bid rigging and allocating market on tenders floated by MAHAGENCO for the procurement of coal liaisoning services for its various thermal power stations during the period 2005-2013. CCI held that the case falls in the category of a hardcore cartel and imposed, for the first time, such heavy fines at twice the profit earned. MM Sharma, head of the competition law practice, represented the client. Nair Coal Services was represented by Shri Biswajit Bhattacharya, while Karam Chand Thapar & Bros was represented by Parekh and Co, led by Sameer Parekh.

Withers has acted as international and lead counsel to Bumi Resources on one of the largest and most complex debt restructuring transactions completed in Southeast Asia. On December 11, 2017, Bumi entered into agreements for the issuance of new loans and securities in exchange for US$4.5 billion of its financial debts, including three publicly issued bonds, six bank-syndicated loans, and loans from both China Investment and China Development Bank. These debts have now been successfully exchanged for approximately US$2.3 billion of new debt, comprising senior loans and notes, mandatory convertible bonds and contingent value rights, in addition to new Bumi equity issued pursuant to a rights offering for the remainder of the amount. In November 2016, the secured and unsecured creditors of Bumi voted overwhelmingly to approve a composition plan, which was then ratified by the Central Jakarta Commercial Court. A voluntary petition for relief was subsequently granted by the US Bankruptcy Court, recognising the PKPU proceedings as a foreign main proceeding under Chapter 15 of the US Bankruptcy Code. The firm advised Bumi on implementing the composition plan by a rights offering for Bumi equity in Indonesia and four simultaneous exchange offers, including two international bond exchange offers. The restructuring included the region’s first contingent value rights or CVRs (contingent on the price of coal) and the first CVR to be listed in Singapore. In addition, the firm obtained for Bumi a 13(4) tax exemption for withholding tax from the Ministry of Finance (Singapore) on the senior secured notes and mandatory convertible bonds issued via Singapore-incorporated and tax resident SPVs. Singapore banking and corporate partner Tahirah Ara, supported by partners Patricia Lee (capital markets-New York), David Dannreuther (banking-London), Alix Prentice (banking-London), and Stephen Banfield (tax-Singapore) and Eric Roose (tax-Tokyo), led the transaction. Bumi’s various creditors were represented by a number of international law firms, including Kirkland & Ellis, Davis Polk & Wardwell and King & Wood Mallesons. Hogan Lovells represented The Bank of New York Mellon as exchange agent and tabulation agent and in its administrative agent capacities. Akin Gump Strauss Hauer & Feld represented a group of the convertible bondholders during the PKPU process and Madison Pacific in its administrative agent capacities.

WongPartnership is acting for Cogent Holdings on the voluntary conditional cash offer by Cosco Shipping International (Singapore) for all the issued ordinary shares in Cogent, including all shares owned, controlled or agreed to be acquired, acting or deemed to be acting in concert with Cosco. Managing partner Ng Wai King and partners Andrew Ang and Anna Tan are leading the transaction.

WongPartnership has also acted as Singapore counsel to FountainVest Partners (Asia) and Ontario Teachers’ Pension Plan Board on their investment into the Pure Group, worth approximately US$400 million. Partners Dorothy Marie Ng, Quak Fi Ling and Bonnie Wong led the transaction.

Deals – January 17, 2018

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AZB & Partners has advised SBI Capital Markets and IIFL Holdings as book-running lead managers on Patel Infrastructure’s proposed IPO of equity shares at face value of Rs10 (US$0.16) each, aggregating up to Rs4 billion (US$63m). Partners Varoon Chandra and Lionel D’Almeida led the transaction, which was signed on January 8, 2017 and is yet to be completed.

AZB & Partners has also represented GIC Singapore on the Rs89 billion (US$1.4b) sale to its affiliate, Reco Diamond, of over 30 percent stake in DLF Cyber City Developers by three companies belonging to the promoter group, namely Rajdhani Investments & Agencies, Buland Consultants and Investments, and Sidhant Housing and Development. Partners Sai Krishna Bharathan, Vivek Bajaj and Rahul Rai led the transaction, which was completed on December 26, 2017.

Baker McKenzie has advised Mitsubishi UFJ Financial Group (MUFG), Japan’s largest financial group, on a strategic investment into Bank Danamon Indonesia. The transaction is expected to strengthen MUFG’s growth in Asia and Oceania, and contribute to the development of the banking sector in Indonesia. Under the transaction, MUFG’s commercial banking entity, The Bank of Tokyo-Mitsubishi UFJ, has entered into conditional share purchase agreements with Asia Financial (Indonesia) and other affiliated entities. On December 29, 2017, MUFG announced that it has completed Step 1, the acquisition of 19.9 percent of the total issued shares outstanding of Bank Danamon. The transaction was led by Baker McKenzie’s member firm in Indonesia, HHP, led by head of finance and projects practice senior partner Erwandi Hendarta, supported by Jakarta partners Mahardikha Sardjana and Indah Respati and principals Min-tze Lean and Alex Tan, and Baker McKenzie Tokyo partner Junya Ae.

Clifford Chance has advised Maoneng Australia, an Australian-Chinese developer, owner and operator of renewable power generation assets, on its entry into a power purchase agreement with the University of New South Wales (UNSW) and on related agreements with Origin Energy, which is providing firming and other services to UNSW. The PPA relates to the 200 MW Sunraysia Solar Farm, located near Balranald in south-western NSW, owned and developed by Maoneng. Philip Sealey, head of renewable energy Asia Pacific, led the transaction. Norton Rose Fulbright acted for University of New South Wales, while Origin Energy was advised by Hive Legal.

East & Concord Partners (Beijing) acted as legal counsel on Chinese law to Beijing Gas Company LLC in its  acquisition of 20 percent of Rosneft subsidiary PJSC Verknechonskneftegaz (VCNG) equity share rights, worth US$1.1 billion. The firm was responsible for advising on the domestic transactional risks, review and revision of documents, assisting in the gaining of domestic regulatory approval, and reporting to the Department of Commerce to comply with anti-monopoly requirements, as well as advising on the transaction’s foreign financing (including the issue of US$500 million in bonds and a foreign bank consortium loan of US$390 million). The signing was jointly witnessed by President Xi of China and Russia’s President Putin. The East & Concord team were led by Dongming Li, Zhifang Lu, Kathryn Hongwei Cui and Dongping Liu. [Read more about East & Concord Partners here]

Howse Williams Bowers has advised Morris Holdings on the issuance of a HK$200 million (US$25.5m) convertible loan to International Finance Corporation. Morris Holdings manufactures and sells sofa, sofa covers and other furniture products. Corporate partner Brian Ho led the transaction.

Howse Williams Bowers has also acted as Hong Kong counsel to UOB Kay Hian (Hong Kong), as the placing agent, on the HK$436 million (US$55.7m) placing of shares of Colour Life Services Group, a provider of property management services to more than 2,300 communities in China, Hong Kong and Singapore. It is also involved in the provision of engineering services and community leasing and sales services. Corporate partner Brian Ho also led the transaction.

J Sagar Associates has advised Southern Health Foods on the sale of its shares, held by Fulcrum Ventures, MAPE investments, to Morgan Stanley. Carrying the brand name Manna, Southern Foods is a pioneer in producing ready-to-cook products catering from six-month-old child to adults. Partners Aarthi Sivanandh and Dheeraj Nair and principal associate Bhavana Alexander led the transaction, which is valued at approximately Rs1 billion (US$15.7m) and is scheduled to close in January 2018. Morgan Stanley was advised by Cyril Amarchand Mangaldas.

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Khaitan & Co has advised Edelweiss Financial Services on its approximately US$39 million acquisition, by way of a slump sale, of Religare Securities and Religare Commodities’ securities and broking business, which includes securities and commodities broking and depository participant services. Edelweiss is one of India’s leading diversified financial services companies providing a broad range of financial products and services to a substantial and diversified client base. Its products and services span multiple asset classes and consumer segments across domestic and global geographies. Partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised responsAbility Agriculture I SLP on its Series C round of investment in Samunnati Financial Intermediation & Services, along with certain existing investors of Sammunati, namely Accel India V (Mauritius) and Elevar M-III. The investment was done by way of subscription to 100 equity shares and 317,4Series 23 C compulsory convertible preference shares of Samunnati. responsAbility is a special limited partnership organised and existing under the laws of the Grand Duchy of Luxembourg. It is a representative of responsAbility Investments, an asset manager in the field of development investments and offers professionally-managed investment solutions to private, institutional and public investors. The investment solutions pursued by responsAbility Investments and its group companies supply debt and equity financing, predominantly to non-listed firms, in emerging and developing economies. Partner Bharat Anand led the transaction.

King & Wood Mallesons has advised Comsys Financial Leasing on its acquisition and finance leasing of an A380 aircraft to Mauritius-based operating lessor, Veling Group, with a 12-year operating lease attached to Emirates. Comsys financed its acquisition of the aircraft with a secured loan from a Chinese policy bank. Tejaswi Nimmagadda, supported by Beijing partner Ma Feng, led the transaction. K&L Gates advised Veling Group.

Luthra & Luthra has advised M/s Span Communications, a leading advertising agency in India, on an arbitration proceeding against the Ministry of Tourism of India (MOT), in support of its claim against unpaid invoices on work executed under the ‘Incredible India Campaign — Global TV Campaign 2012-13’. The said invoices had been withheld on alleged conflict of interest, for which proceedings before the Competition Commission of India and the Competition Appellate Tribunal of India had also ended in favour of M/s Span Communication. New grounds for withholding the amounts in questions were also taken by the MOT in the course of the arbitration. The issue was decided by the arbitrator in favor of M/s Span Communication. Senior partner Bobby Chandhoke and partners designate Saleem Hasan and Rajan Raj represented the client.

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Maples and Calder (Hong Kong) has acted as BVI counsel to Jingkai Investment on its issue of US$43.75 million 6.5 percent guaranteed bonds due 2020. The bonds will be unconditionally and irrevocably guaranteed by Zhejiang Changxing Jingkai Construction & Development. Citigroup International acted as trustee. Partner Derrick Kan led the transaction, while Latham & Watkins acted as international counsel. Linklaters acted as international counsel to Bank of China as the placing agent.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Wine’s Link International Holdings, a wholesaler and retailer of a wide spectrum of wine products and other alcoholic beverages in Hong Kong, on its listing of 120 million shares in Hong Kong. The shares were offered at HK$0.75 each (US$0.10), and the offering raised approximately HK$90 million (US$11.5m). Partner Derrick Kan led the transaction, while P C Woo & Co acted as Hong Kong counsel. Sidley Austin acted as Hong Kong counsel to Innovax Capital, the sole sponsor, and to the underwriters.

Shearman & Sterling has advised Goldman Sachs, BofA Merrill Lynch, Deutsche Bank, China Renaissance and ICBCI as underwriters on the US$124.2 million IPO by LexinFintech Holdings of 13.8 million American depositary shares, which include 1.8 million ADSs sold pursuant to a full exercise of the underwriter’s over-allotment exercise, and listing on the Nasdaq. Founded in 2013, Shenzhen-based LexinFintech is a leading online consumer finance platform in China, which offers personal loan products through internet and mobile channels. LexinFintech’s ADSs were priced at US$9 each in the IPO and rose 21 percent to US$12.66 on its debut on December 21, 2017. Hong Kong capital markets partner Matthew Bersani led the transaction.

Weerawong C&P has represented CPN Retail Growth Leasehold Property Fund (CPNRF by SCB Asset Management) on its conversion into a real estate investment trust, namely CPNREIT, by the transfer of four department stores, namely CentralPlaza Rama 2, CentralPlaza Rama 3, CentralPlaza Pinklao and CentralPlaza Chiang Mai Airport. CPNREIT made additional investments in CentralFestival Pattaya Beach and Hilton Hotel by obtaining loans, in the amount of Bt11.9 billion (US$372m), from financial institutions. The transfer of assets and the additional investment was valued at β46 billion (US$1.44b). After the conversion and such investment in January 2018, CPNREIT became the largest real estate investment trust in Thailand. Partner Khemajit Choomwattana led the transaction.

WongPartnership is acting for CapitaLand on the approximately S$1.71 billion (US$1.3b) sale of its effective equity interest in a group of companies, which holds 20 retail malls in China, to unrelated entities. Managing partner Ng Wai King and partner Kyle Lee are leading the transaction.

WongPartnership is also acting for Singapore billionaire Peter Lim on his proposed disposal of the entire issued and paid-up share capital of Sasteria to Rowsley, for up to S$1.6 billion (US$1.2b), to be satisfied by the issuance of shares in Rowsley. Sasteria is the sole owner of the Thomson Medical group, one of Singapore’s leading providers of healthcare services for women and children, and also holds a majority shareholding stake in TMC Life Sciences, a Malaysia-listed multidisciplinary healthcare company. Partners Andrew Ang and Kyle Lee are leading the transaction.

Deals – January 10, 2018

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AZB & Partners has advised Mount Kellett on its sale, together with other investors, of securities aggregating to approximately 68.77 percent of the equity share capital and 98.1 percent of the preference share capital of Medplus Health Services. Partners Darshika Kothari and Divya Mundra led the transaction, which was valued at Rs6.4 billion (US$100.6m) and was completed on December 16, 2017.

AZB & Partners has also advised NCR Corporation India on its sale to Electronic Payment Solutions of certain assets and contracts of NCR for outsourcing of installation and maintenance of cash dispensers. Partner Ashwin Ramanathan led the transaction, which was valued at Rs555.14 m (US$8.7m) and was completed on December 29, 2017.

Baker McKenzie has advised Vietnam’s Ho Chi Minh City Development Joint Stock Commercial Bank (HDBank) on its IPO of shares in Ho Chi Minh City. HDBank’s US$300 million IPO is the second largest deal in the Vietnamese banking sector, since the Bank for Foreign Trade’s (Vietcombank’s) US$463 million IPO in 2007. On December 27, 2017, the stock exchange approved HDBank to list more than 980 million shares at Vnd33,000 (US$1.45) per share. Trading started on January 5, 2018. Being one of the top 10 joint stock commercial banks in Vietnam with more than 27 years of local market experience and expanding to the world, HDBank has strong financial strength, advanced technology, a modern transaction model and professional customer service. Ho Chi Minh City partner Nguyen HK Oanh led the transaction.

Baker McKenzie’s Hong Kong office has also advised the Pure Group on its investment partnership with FountainVest Partners and Ontario Teachers’ Pension Plan. The partnership will help support Pure’s strategic expansion across the region. Headquartered in Hong Kong, the Pure Group was founded in 2002 and offers a diverse range of premium wellness products and services, such as fitness centres, yoga studios, an online video platform, organic health products and performance activewear. Partner Tracy Wut led the transaction, which was signed on December 19, 2017. Kirkland & Ellis acted as international counsel for the consortium, while Paul Weiss advised the Ontario Teachers’ Pension Plan.

Baker McKenzie FenXun Joint Operation Office has advised Shui On Land on the approximately Rmb3.87 billion (US$593m) sale of a 49.5 percent interest in one of its commercial real estate portfolios in Shanghai to further its strategic partnership with the China Life Group. The portfolio includes a bundle of developed properties and undeveloped land parcels in the Hongkou district, Shanghai, commonly known as Hall of the Moon, Hall of the Stars, Phase II Shopping Mall and Hall of the Sun. The transaction enables Shui On Land to optimise the value of its mature investment properties and to recycle its capital into other new opportunities, and is in line with its asset-light strategy implemented since 2015. Shui On Land is a property development company established in 2004 under the Shui On Group. With a focus on high-quality residential, office, retail, entertainment and cultural properties, Shui On Land is running projects at prime locations of key cities in Mainland China, many of which are operated under the Xintiandi brand owned by Shui On Land. China Life Insurance is the country’s largest life insurer. The transaction has further cemented the relation between Shui On Land and China Life Group for a long-term strategic partnership. Alex Gong, partner of Baker McKenzie FenXun Shanghai, and Rico Chan of Baker McKenzie Hong Kong led the transaction.

DLA Piper has advised Baltimore-based and Nasdaq-listed Laureate Education, the world’s largest global network of higher education institutions, on the sale of its global network institution in Malaysia, INTI University and Colleges, to Affinity Equity Partners. The net transaction value to Laureate is US$162 million, with a minority equity shareholder’s share of the total transaction value at US$18 million. INTI University and Colleges is a leading provider of quality and private education through academic innovation, industry partnerships, and student outcomes. It has five campuses in the country and has seen its student numbers grow progressively to over 16,500 in 2017. Affinity is one of Asia Pacific’s largest and longest established independent private equity firms. It currently has total assets under management of US$8 billion. INTI is Affinity’s third investment in Malaysia in the past four years. Corporate partner Heng Loong Cheong, supported by Hong Kong IPT partner Scott Thiel, corporate partners Mark Burger (Melbourne) and Gloria Liu (Hong Kong), led the transaction, which is expected to close in the second quarter of 2018.

East & Concord Partners Beijing Office has represented Beijing Enterprises Group, as the initial investor of the project, and Beijing Enterprises Railroad Transportation Construction and Beijing Enterprises Transportation Equipment, as the construction parties, on the investment and construction of the medium-low speed maglev line S1 in Beijing. On December 30, 2017, Beijing’s first medium-low speed maglev line with independent intellectual property started its trial operation officially. The S1 line is a demonstration line of medium-low speed maglev transportation. Its trial operation marks the successful landing of research and development fruits of medium-low speed maglev technology. The operation of S1 line is intended to improve the external traffic situation of Mentougou New Area and play a positive role in the adjustment of industrial structure in Shijingshan District. In addition, it aims to promote the development of the maglev transportation industry in China and provide powerful industrial confidence to fully implement the deployment of Made in China 2025, build brand for Beijing and carry out the national strategy of “Road & Belt Initiative” and “Going Global” with the involvement of maglev transportation. Partners Li Dongming and Li Jian led the transaction.

Gibson, Dunn & Crutcher has represented a consortium led by Bain Capital on the acquisition of 100 percent of Trans Maldivian Airways (TMA) from Blackstone managed funds and certain minority investors. TMA is the largest seaplane operator in the Maldives. Its principal business is transporting tourists from Male International Airport to resorts on the various atolls that comprise the Maldives. Hong Kong partners Brian Schwarzwalder and Michael Nicklin, supported by Hong Kong partner Kelly Austin, led the transaction, which was signed and closed on December 18, 2017.

J Sagar Associates has advised the joint book-runners, comprising of BofA Merrill Lynch, Citigroup, HSBC, Barclays, JP Morgan, Standard Chartered Bank, ANZ, BNP Paribas, Credit Agricole CIB, DBS Bank, Deutsche Bank, Mizuho Securities, Morgan Stanley, Scotiabank, SMBC Nikko and Societe Generale Corporate and Investment Banking, on the issue by Reliance Industries of US$800 million 3.667 percent senior unsecured fixed rate notes due 2027. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.

Khaitan & Co has advised Asianol Lubricants on the sale of a 45 percent stake in Quaker Chemical India to Quaker China Holdings, The Netherlands, thereby exiting from its joint venture with Quaker US. Asianol is an ISO 9001 2008 certified company, offering premium quality products and services for primary metals, mining, cement, automotive, construction equipment and manufacturing industry. Partner Haigreve Khaitan and associate partner Sameer Sah led the transaction.

Khaitan & Co has also advised Edelweiss Financial Services on its approximately US$236 million qualified institutions placement. The Edelweiss Group is one of India’s leading diversified financial services conglomerates, providing a broad range of financial products and services to a substantial and diversified client base, that includes corporations, institutions and individuals. Executive director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Mayer Brown JSM has advised Essence Corporate Finance (Hong Kong) as sole sponsor on China Futex Holdings’ listing in Hong Kong. China Futex is engaged in the research and development, manufacturing and sales of both single and double circular knitting machines. Corporate and securities partner Derek Tsang led the transaction.

Rajah & Tann Singapore has acted for Swiss Reinsurance (Swiss Re) on the re-domiciliation of Swiss Re Asia (SRAL) from Zurich, Switzerland to Singapore and subsequent portfolio transfers of Swiss Re’s reinsurance business in the Asia Pacific to SRAL. This is the first ever re-domiciliation of a foreign company to Singapore under the newly amended provisions in 2017 to the Singapore Companies Act. Partner Simon Goh led the transaction.

Rajah & Tann Singapore has also acted for Omni Joy Overseas, a special purpose vehicle of real estate investment house Pamfleet Group, on the sale of the entire issued and paid-up share capital in Arjuno Holdings, the registered proprietor of all 29 strata lots in the nine-storey commercial development known as The Prospex, situated in Singapore. Partners Norman Ho and Tracy Ang led the transaction, which was valued at S$60 million (US$45m).

Simmons & Simmons has acted as Hong Kong counsel for Vobile Group on its IPO and listing in Hong Kong. Silicon Valley-based Vobile Group is a leading provider of online video content protection services. Priced at HK$2.58 (US$0.33) per share, the global offering raised approximately HK$143.5 million (US$18.3m), subject to the exercise of the over-allotment option, with an initial market capitalisation of approximately HK$1.1 billion (US$140.6m). CLSA Capital Markets is the sole sponsor to Vobile Group for the listing, while CLSA is the sole global coordinator, the sole book-runner and the sole lead manager of the global offering. Hong Kong partner Joseph Lee led the transaction.

S&R Associates has advised Morgan Stanley, HDFC Bank, Credit Suisse, CLSA, Nomura, Edelweiss, Haitong Securities, IDFC, IIFL Holdings and UBS, as book-running lead managers, on the Rs86.9 billion (US$1.4b) IPO of HDFC Standard Life Insurance, a private sector life insurer. Partners Sandip Bhagat (Mumbai) and Juhi Singh (New Delhi) led the transaction.

S&R Associates has also advised JM Financial, CLSA, Nomura, Axis Capital, Edelweiss, IIFL Holdings, SBI Capital Markets and YES Securities, as book-running lead managers, on the Rs15.4 billion (US$242m) IPO of Reliance Nippon Life Asset Management. Partners Sandip Bhagat (Mumbai) and Venkatesh Vijayaraghavan (New Delhi), led the transaction, which was the first listing of a mutual fund asset manager in India.

Deals – January 4, 2018

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Allen & Gledhill has advised Macquarie Infrastructure and Real Assets on the US$300 million acquisition of OTAS NewCo, which holds 50 percent of Oiltanking Odfjell Terminal Singapore. Partners Andrew Lim, Christian Chin, Daren Shiau, Scott Clements and Hoo Sheau Farn led the transaction.

Allen & Gledhill has also advised Jardine Cycle & Carriage on its approximately US$1.15 billion acquisition of a 10 percent interest in Vietnam Dairy Products Joint Stock Company. Partners Lim Mei and Hilary Low led the transaction.

AZB & Partners has acted as domestic counsel to HSBC Securities and Capital Markets (India), as the brokers, and Multibase SA, as the seller, on Multibase India’s offer for sale of 800 equity shares, representing 0.0063 percent of its paid up equity share capital, held by Multibase SA. Partner Lionel D’Almeida led the transaction, which was completed on December 15, 2017.

AZB & Partners has also advised Acquire Services and IGE (Mauritius) on the offer for sale of approximately 7.95 million equity shares, representing 2.07 percent of the total paid up equity share capital, of InterGlobe Aviation by Acquire Services, and of 3.24 million equity shares, representing 0.84 percent of the total paid up equity share capital of the company, by IGE (Mauritius). Partners Ajay Bahl, Madhurima Mukherjee and Agnik Bhattacharyya led the transaction, which was valued at Rs12.65 billion (US$197.5m) and was completed on December 14, 2017.

Colin Ng & Partners has acted as Singapore counsel to Shuang Yun Holdings on its listing in Hong Kong on November 15, 2017, pursuant to which 250 million new shares were offered under a global offering at HK$0.56 (US$0.072) per share, raising approximately HK$113.6 million (US$14.5m) in net proceeds. Dakin Capital is the sole sponsor for the global offering. Shuang Yun Holdings is a Singapore-based contractor engaged in road works services and construction machinery rental services. Partners Tan Min-Li and Stephen Soh led the transaction.

Drew & Napier has advised ComfortDelGro on its proposed acquisition of 51 percent of the issued share capital of Lion City Holdings (LCH), an indirect subsidiary of Uber Technologies. ComfortDelGro entered into an agreement with Mieten, an indirect subsidiary of Uber, on December 8, 2017. LCH owns 100 percent of the issued share capital of Lion City Rentals (LCR), a private hire vehicle fleet owner in Singapore with approximately 14,000 vehicles. The aggregate cash consideration for the transaction is estimated at S$295 million (US$222m), arrived at based on the net asset value of approximately S$642 million (US$483m). The transaction is ComfortDelGro’s single largest deal to-date. The completion of the transaction is subject to regulatory approvals. Upon completion of the transaction, LCR will be able to benefit from ComfortDelGro’s fleet management and operations. It will also create a path for ComfortDelGro’s taxi drivers to receive ride requests on the Uber driver app and for users of the Uber driver app to directly book ComfortDelGro taxis. ComfortDelGro and Uber are finalising additional collaboration opportunities and will make further announcements in the upcoming months. Directors Petrus Huang, Lim Chong Kin and Corinne Chew led the transaction.

Fangda has represented Xiaoju Kuaizhi on its US$4 billion Series B-2 upsize financing, which was completed and announced on December 21, 2017.

Fangda has also represented Yunfeng Capital on its strategic investment in Enova Holdings, Formula E’s regional partner in Greater China. Yunfeng Capital becomes a major shareholder in Enova Holdings. The signing of the definitive share purchase agreement occurred on September 12, 2017, while the closing of the transaction occurred on December 11, 2017.

Hogan Lovells has represented RaffAello Capital, as the sole sponsor, and RaffAello Securities (HK), as the sole book-runner and lead manager, on the IPO and listing of Fineland Real Estate Services Group in Hong Kong. An established real estate agent in Guangzhou, Fineland offers services covering different stages of the life cycle of a property development project. The shares were offered from October 31, 2017 to November 7, 2017. The offer comprised 100 million shares, which were initially split into 90 million placing shares and 10 million public offer shares. Due to very significant over-subscription in the public offer, the clawback mechanism was triggered and 20 million offer shares were reallocated from the placing to the public offer. As a result of the reallocation, the final number of public offer shares was 30 million, while the final number of placing shares was 70 million. The final offer price was HK$0.79 (US$0.10) per share. Fineland’s shares began trading in Hong Kong on November 15, 2017. Hong Kong partner Nelson Tang led the transaction.

Hogan Lovells has also represented Halcyon Capital and other underwriters on the IPO and listing of 1957 & Co (Hospitality) in Hong Kong. 1957 & Co is a Hong Kong-based restaurant operation and management group that operates full-service restaurants offering a variety of specialty cuisines under various brands. It also provides restaurant management and consultancy services in Hong Kong and China. The shares were offered from November 23-28, 2017. The offer comprised 80 million shares, and the final offer price was HK$0.63 (US$0.08) per share, raising approximately US$6.5 million. Halcyon Capital acted as the sole sponsor, while Halcyon Securities and other investment banks acted as the underwriters. 1957 & Co’s shares began trading in Hong Kong on December 5, 2017. Hong Kong partner Sammy Li led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel to Bliss Chance Global on its approximately HK$796 million (US$102m) acquisition of the controlling stake of Hong Kong-listed RoadShow Holdings from Transport International Holdings. The firm also advised Bliss Chance on the unconditional mandatory cash offer for all the issued shares of RoadShow, after completion of the acquisition. The financial adviser to Bliss Chance is Optima Capital. The unconditional mandatory cash offer was closed on December 12, 2017. RoadShow and its subsidiaries provide media sales and design services and production of advertisements for transit vehicle exteriors and interiors, online portal, mobile apps, shelters and outdoor signages advertising businesses. They also provide integrated marketing services covering these advertising platforms. Partners Christopher Yu and Antony Yung led the transaction.

Howse Williams Bowers has also acted as Hong Kong counsel to China Huarong Overseas Investment Holdings as lender on the financing to Sansheng Hongye (Hong Kong), the offeror of the mandatory unconditional cash offers for all the issued shares and outstanding options of Hong Kong-listed Henry Group Holdings. The amount of facility to be provided by China Huarong is HK$780 million (US$99.8m). China Huarong is a subsidiary of Hong Kong-listed China Huarong Asset Management. Partners Christopher Yu and Antony Yung also led the transaction.

J Sagar Associates has advised Lodha Developers on the issue of US$125 million guaranteed bonds (tap issue) due 2020 by Lodha Developers International, and guaranteed by, among others, Lodha Developers. JP Morgan, CLSA and UBS acted as the joint lead managers for the issue. Joint managing partner Dina Wadia and partners Varghese Thomas and Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised Indian Railway Finance Corporation (IRFC) on its issue of US$500 million green bonds. Barclays, HSBC, MUFG and Standard Chartered Bank acted as the joint lead managers for the issue. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction, which was IRFC’s inaugural foray into the US-dollar green bond market.

Khaitan & Co has advised Airovient Fans & Systems on its asset transfer arrangement with Elta India Fans India. The transaction involved the sale of certain identified assets of Airovient’s business of manufacturing and assembling of ventilation, filtration and air movement products. The second leg of the transaction involved advising the promoters of Airovient on setting up and structuring of a 40:60 joint venture with the Elta Group. Airovient is one of the leading car park ventilation service providers. Partner Padam Khaitan and associate partner Supratim Chakraborty led the transaction, which is the Elta Group’s first investment in India.

Khaitan & Co has also advised Reliance Jio Infocomm on its acquisition from Reliance Communications (RCom) and its subsidiaries, Reliance Infratel and Reliance Telecom, of optical fiber assets, tower assets, spectrum and media conversion nodes. Reliance Jio is a subsidiary of Reliance Industries and is India’s fastest growing digital services company. RCom is a part of the Reliance Anil Dhirubhai Ambani Group and is one of the telecom operators in India. Partners Haigreve Khaitan and Rahul Dutt and associate partner Sameer Sah, supported by partners Niren Patel, Kumar Saurabh Singh, Sudip Mullick and Avaantika Kakkar and associate partner Yigal Gabriel, led the transaction.

Kirkland & Ellis has advised a consortium comprised of funds affiliated with FountainVest Partners and Ontario Teachers’ Pension Plan on its investment partnership with the Pure Group. Pure Group is Asia’s leading premium lifestyle brand, that includes Pure Yoga, MyPureYoga.com, Pure Fitness, Pure Apparel and nood food, which provides a wide variety of yoga and meditation classes and private yoga programs. Founded in 2002, Pure Group serves around 80,000 customers with more than 1,900 employees across centres in Hong Kong, Shanghai, Singapore, Taipei and New York. Hong Kong corporate partners Nicholas Norris and Derek Poon led the transaction.

Luthra & Luthra is advising Krishna Institute of Medical Sciences (KIMS) on its IPO of equity shares, and ICICI Ventures Funds Management, a selling shareholder in the proposed IPO. Axis Capital, Edelweiss Financial Services and ICICI Securities are acting as book-running lead managers to the offer. KIMS is one of the leading multi-disciplinary integrated private healthcare services providers in southern India, operating a chain of multispecialty hospitals. KIMS is the largest corporate healthcare group in Andhra Pradesh and Telangana. Partners Vishal Yaduvanshi and Manshoor Nazki led the transaction.

Luthra & Luthra has also advised Swan Telecom (now Etisalat DB Telecom), as one of the defendants, on getting an acquittal in a case titled CBI vs A Raja, et al and Enforcement Directorate vs A Raja, et al, otherwise known as the 2G Spectrum Case. In one of the first of its kind judgments, the Special Court acquitted all the accused, citing that “the prosecution has miserably failed to prove any charge against any of the accused.” These cases stemmed from the 2G scam which were lodged and investigated jointly by CBI and Enforcement Directorate. The cases attracted huge media attention, because of the alleged involvement of a senior government official in the scam. CBI alleged that there was a loss of approximately Rs31 billion (US$488m) to the exchequer in the allocation of 122 licences for 2G spectrum, which was scrapped by the Supreme Court on February 2, 2012. The CBI alleged that A Raja received Rs2 billion (US$31.5m) for the favours shown by him to Swan Telecom in the grant of 13 spectrum licences and allocation of spectrum in 2008-09. The alleged kickback was received through a channel of various companies. Senior partners Vijay Sondhi and Bobby Chandhoke led the transaction, which is a landmark deal in the history of criminal proceedings in India.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to CIFI Holdings (Group) on its issuance of US$300 million senior perpetual capital securities. CIFI Holdings is engaged in property development and property investment in China. Partner Lorraine Pao led the transaction, while Sidley Austin acted as English counsel. Davis Polk & Wardwell acted as English counsel to the joint lead managers.

Paul, Weiss has advised Chinese internet giant Tencent on its US$604 million investment in Vipshop Holdings, a major Chinese online discount apparel retailer. Tencent and JD.com will invest an aggregate of US$863 million cash into Vipshop. Corporate partners Jeanette Chan and Tong Yu led the transaction.

Paul, Weiss has also advised Ontario Teachers’ Pension Plan on its investment, alongside FountainVest Partners, in The Pure Group. The Ontario Teachers’ Pension Plan is Canada’s largest single-profession pension plan. FountainVest Partners is a Hong Kong-based private equity firm. The Pure Group is Asia’s leading wellness brand, with a portfolio that includes Pure Fitness, Pure Yoga, MyPureYoga.com, nood food and Pure Apparel. Hong Kong corporate partner Betty Yap led the transaction.

Putri Norlisa Chair has advised Pengerang Terminals (Two) (PT2SB), owned by Petroliam Nasional (Petronas) and its three partners, namely Dialog Group, the State Secretary, Johor and Koninklijke Vopak (Royal Vopak), on the US$1.25 billion project financing granted to PT2SB for the Pengerang Terminal Phase 2 Project, which involves the construction of the approximately 2.1 million cubic metres storage capacity for crude, refined products, petrochemical products and liquefied petroleum gas and a deepwater jetty with 12 berths. The terminal will serve the Petronas Refinery and Petrochemicals Integrated Development project as its main customer. Work on the industrial terminal started in early 2015, and commissioning in various phases is scheduled during the first half of 2019. The syndicate of lenders includes DBS Bank, Oversea-Chinese Banking Corporation, Sumitomo Mitsui Banking Corporation Malaysia Berhad, Ambank (M), ING Bank, Maybank International, Natixis, The Bank Of Tokyo-Mitsubishi UFJ and United Overseas Bank. Partner Putri Norlisa Najib led the transaction, while Allen & Overy, led by Singapore partner Jason Humphreys, acted as English law counsel.

Rajah & Tann Singapore has acted as Singapore counsel to Jefferies, Leerink Partners and Mizuho Securities USA as representatives of several underwriters under the underwriting agreement entered into with Wave Life Sciences on the offering of approximately 4.17 million ordinary shares in the capital of the company to the public at US$24 per ordinary share. Wave Life Sciences granted an over-allotment option for the underwriters to purchase up to an additional 625,000 ordinary shares. Partner Evelyn Wee led the transaction, which was valued at US$100 million.

Rajah & Tann Singapore has also acted as Singapore counsel to Freeman Securities, as the overseas placement agent to Singapore-listed Asia Fashion Holdings, on its HK$130.5 million (US$16.7m) placement of shares at the issue price of HK$0.90 (US$0.115) each. Partners Danny Lim and Penelope Loh led the transaction.

Shardul Amarchand Mangaldas has advised Nitin Spinners on its Rs1.07 billion (US$16.7m) qualified institutional placement. Nitin Spinners is a Rajasthan-based manufacturer and exporter of 100 percent cotton yarns and fabrics. Edelweiss Financial Services was the book-running lead manager to the QIP. Partner Kaushik Mukherjee led the transaction, which closed on November 7, 2017.

Shardul Amarchand Mangaldas has also advised Union Bank of India on its Rs20 billion (US$312.3m) qualified institutional placement. The book-running lead managers to the QIP were Jefferies India, Edelweiss Financial Services, ICICI Securities and Yes Securities (India). Partners Kaushik Mukherjee and Jay Parikh led the transaction, which closed on December 14, 2017. Luthra and Luthra and Squire Patton Boggs advised the book-running lead managers as to Indian law and US law, respectively.

Simpson Thacher has represented Morgan Stanley and Daiwa Securities as the international managers on a ¥116 billion (US$1b) IPO of shares of SG Holdings. The selling shareholder in the IPO was SG Holdings Group Employee Shareholding Association. The global offering included an international offering to investors outside Japan and the US, in reliance on Regulation S. The holding company of the SGH Group, SG Holdings provides a wide range of logistics and other services in Japan and Asia, including both B to B and B to C delivery services, through its principal operating subsidiaries, which include Sagawa Express. Tokyo capital markets partner Alan Cannon led the transaction.

Simpson Thacher is also representing musical.ly, a mobile platform for short form video, on its merger into Bytedance, the Chinese online media giant, at a price close to US$1 billion. After the closing of the transaction, musical.ly, being a wholly-owned subsidiary of Bytedance, will continue to operate as an independent platform, integrating Bytedance’s AI technology and leveraging its reach in China and key markets across Asia to enhance musical.ly’s offering. The co-founders of musical.ly, Louis Yang and Alex Zhu, will join Bytedance and continue to run the musical.ly platform. Founded in Shanghai but popular around the world with people posting short videos of various types, musical.ly has more than 20 million users worldwide and is the first influential Chinese social media app in the US. Bytedance operates a range of content platforms that enable people to connect with, consume and create content. Its flagship product, Toutiao, is the largest AI-powered content platform in China. Bytedance also operates a series of products popular with mobile users around the world, including Topbuzz, Flipagram and a number of UGC short form video apps. Partners Shaolin Luo (Beijing-M&A), Chris Lin (Hong Kong-capital markets), Tristan Brown (Palo Alto-ECEB), Lori Lesser (New York-Intellectual Property) and Katharine Moir (Palo Alto-tax) led the transaction.

S&R Associates has advised Satin Creditcare Network, a listed microfinance institution, on a Rs2.05 billion (US$32.3m) preferential allotment of securities to Kora Investments I, Nordic Microfinance Initiative Fund III KS, IndusInd Bank and Trishashna Holdings & Investments, a promoter group company. Mumbai partner Viral Mehta led the transaction.

Weerawong, Chinnavat & Partners has represented Do Day Dream on its IPO in Thailand. The deal was valued at approximately β4 billion (US$123m). Bualuang Securities acted as financial adviser and sole underwriter. Do Day Dream is the maker and distributor of Snail White skincare products and aims to expand its production capacity, distribution channels, research and development to expand in the region. Trading commenced on December 26, 2017. Senior partner Veeranuch Thammavaranucupt and partner Patcharaporn Pootranon led the transaction.

Weerawong, Chinnavat & Partners has also represented Thai Alliance, a subsidiary of Hong Kong-listed SiS International Holdings, on the pre-conditional voluntary tender offer to acquire a 47.3 percent interest in SiS Distribution (Thailand), representing a maximum of 184.1 million shares at β7 (US$0.22) per share, provided that, upon completion, SiS and its group must hold shares of the company of more than 51 percent of the total voting rights. Upon completion of the voluntary tender offer, SiS Distribution, one of the leading distributors of IT products in Thailand, became a unit of SiS. Partner Panuwat Chalongkuamdee led the transaction, which was valued at approximately β1.4 billion (US$43m) and closed on December 20, 2017.

Wong & Partners, a member of Baker McKenzie International, has acted as Malaysian counsel to Affinity Equity Partners on its US$180 million acquisition, which was signed on December 15, 2017, of INTI University and Colleges from Laureate Education. The investment into INTI is made under Affinity Asia Pacific Fund IV. INTI has five campuses across Malaysia, with a total of over 16,500 students enrolled, and has been highly regarded in Malaysia for over three decades. Partners Andre Gan and Stephanie Phua led the transaction, while Linklaters acted as international counsel. DLA Piper acted for Laureate Education.

Deals – December 20, 2017

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Allen & Gledhill has advised DBS Bank as arranger, The Bank of New York Mellon Singapore Branch as trustee for the holders of the securities, CDP issuing and paying agent, CDP registrar and CDP transfer agent, The Bank of New York Mellon London Branch as non-CDP issuing and paying agent and calculation agent, and The Bank of New York Mellon Luxembourg Branch as non-CDP registrar and non-CDP transfer agent, on the establishment of a S$1 billion (US$742.4m) multicurrency debt issuance programme by HSBC Institutional Trust Services (Singapore), as trustee of Cache Logistics Trust. Partners Margaret Chin, Magdalene Leong and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised DBS Bank on the issue of €500 million (US$591m) 0.375 percent covered bonds due 2024 under its US$10 billion global covered bond programme. DBS Bank, Barclays Bank Singapore Branch, JP Morgan Securities, Societe Generale, UniCredit Bank and Commerzbank Aktiengesellschaft were appointed managers for the programme. Partners Magdalene Leong, Andrew Chan, Hoo Sheau Farn, Evan Lam and Sunit Chhabra led the transaction.

AZB & Partners is advising Warburg Pincus, Bharti Telemedia, Bharti Airtel and Bharti Enterprises on the Rs22.5 billion (US$351m) acquisition by Warburg Pincus affiliate Lion Meadow Investment of approximately 20 percent in the share capital of Bharti Telemedia, by way of secondary purchase of shares held by Bharti Airtel and Bharti Enterprises. Senior partner Anil Kasturi and partners Nandita Govind, Gautam Saha and Dushyant Bagga are leading the transaction, which was signed on December 12, 2017 and is yet to be completed.

AZB & Partners has also advised Premier Travel Inn India on its acquisition of 100 percent shares of Premier Inn India. Partner Vinati Kastia led the transaction, which was completed on December 13, 2017.

Conyers Dill & Pearman has acted as special counsel in the Cayman Islands to China Hongqiao Group on its issue of US$320 million five percent convertible bonds due 2022. Together with its subsidiaries, China Hongqiao Group manufactures and sells aluminum products primarily in China. The company was founded in 1994 and is headquartered in Binzhou, China. Hong Kong partner Anna Chong, working alongside Morgan Lewis & Bockius and Allbright Law, led the transaction.

Conyers Dill & Pearman has also advised Brit Group on the relocation of its Gibraltar-based reinsurer Brit Insurance to Bermuda. Following the relocation, which will take place prior to year-end, the vehicle will commence business as Brit Reinsurance, a Class 3B commercial reinsurer. Bermuda director Chris Garrod led the transaction.

Fangda has represented China Jianyin Investment as guarantor on JIC Zhixin’s issuance of US$500 million three percent guaranteed bonds due 2022, US$400 million 3.5 percent guaranteed bonds due 2027 and €500 million (US$591m) 0.5 percent guaranteed bonds due 2020, unconditionally and irrevocably guaranteed by China Jianyin Investment. This is the first multi-currency bonds offshore issuance of China Jianyin Investment.

Fangda has also represented Bank of Ningbo on its public issuance of Rmb10 billion (US$1.5b) A shares convertible corporate bonds. The issuance is the first issuance of convertible bonds that is up to Rmb10 billion (US$1.5b), since the implementation of the new rules about credit purchase.

Gibson, Dunn & Crutcher is acting as US counsel to the Special Committee of New York-listed China Xiniya Fashion, a provider of men’s business casual apparel in China, on its securities purchase agreement with, among others, BVI companies True Silver and Honest Plus Investments, and its share transfer agreement with BVI company Qiming Investment on December 10, 2017. The agreements were entered into to satisfy certain closing conditions under the share purchase agreement, dated July 17, 2016, pursuant to which Qiming Investment agreed to sell a controlling interest in China Xiniya Fashion to Perfect Lead and Honest Plus. Pursuant to the terms of the agreements, China Xiniya Fashion has agreed to purchase the entire share capital of True Silver from Honest Plus for approximately US$34.6 million and the issuance of approximately 772.3 million newly issued ordinary shares of China Xiniya Fashion, and divest its current operations through the sale of the entire share capital of Xiniya Holdings, a Hong Kong company directly and wholly-owned by China Xiniya Fashion, to Qiming Investment for approximately US$34.6 million. The agreements are expected to close by the end of 2017, subject to customary closing conditions. Beijing corporate partner Fang Xue is leading the transaction, while Maples and Calder is acting as Cayman Islands and BVI counsel and An Jie Law is acting as PRC counsel. Shearman & Sterling is acting as US counsel to China Xiniya Fashion and Qiming Investment. Lewis Brisbois Bisgaard & Smith is acting as US counsel to Honest Plus, while Conyers Dill & Pearman, Appleby and Grandall Law Firm are acting as Cayman Islands counsel, BVI counsel and China counsel, respectively.

Hogan Lovells has represented a group of Philippine banks on the PHP22 billion (US$436 million) non-recourse financing for the second 668 MW unit of GNPower Dinginin’s supercritical coal-fired power plant being built in Bataan Province, Philippines. The project’s amended and restated US dollar and Philippine peso debt facilities now total approximately US$1.3 billion. With the expansion financing secured, the net generating capacity of the power plant will be doubled to 1,336 MW. The total debt and equity value of the project is approximately US$1.7 billion, including equity provided by sponsors Aboitiz Power and Ayala. Tokyo infrastructure, energy, resources and projects (IERP) partner Joseph Kim, supported by Singapore IERP partner Alex Wong and Hong Kong banking partner Owen Chan, led the transaction, which closed on December 12, 2017.

Howse Williams Bowers has advised VBG Capital as the sole sponsor and, together with UOB Kay Hian (Hong Kong) and Pacific Foundation Securities, as the joint global coordinators, joint book-runners, joint lead managers and the underwriters, on the approximately HK$114 million (US$14.6m) share offer and dual listing of Centurion in Hong Kong. The shares commenced trading on December 12, 2017. Centurion is one of Singapore’s largest workers and student accommodation owner-operators. They develop, own and/or manage a portfolio of 21 operational accommodation assets, totalling approximately 61,600 beds in Singapore, Malaysia, Australia and the UK, under the “Westlite” and “dwell” brands. Upon listing in Hong Kong, Centurion will have a market capitalisation of approximately HK$2.7 billion (US$345.3m). Partner Chia Ching Tan led the transaction.

Luthra & Luthra has advised Jefferies India, Edelweiss Financial Services, ICICI Securities and YES Securities (India) as the book-running lead managers on the US$307.69 million qualified institutional placement by Union Bank of India (UBI). UBI is one of the largest public sector banks in the country, carrying banking and insurance businesses, and provides a wide range of products and services aimed at various customer segments and industries. Partner Ravi Dubey led the transaction, while Squire Patton Boggs acted as international counsel. Shardul Amarchand Mangaldas advised Union Bank of India on Indian law.

Majmudar & Partners has represented Arneg, the third largest supermarket equipment maker in the world, on its acquisition of a further 30 percent stake in its Indian joint venture company Arneg India from Ambience Airconditioning Equipment. Pursuant to this acquisition, Arneg India will be wholly-owned by Arneg. Partner Rukshad Davar led the transaction, which is valued at Rs120 million (US$1.9m).

Maples and Calder (Hong Kong) has acted as BVI counsel to Haitian (BVI) International Investment Development, a wholly-owned subsidiary of Qingdao Conson Development (Group), on its issue of US$400 million 3.875 percent guaranteed bonds due 2020, unconditionally and irrevocably guaranteed by Qingdao Conson. Bank of China, DBS Bank, China CITIC Bank International and Guotai Junan Securities (Hong Kong) acted as joint lead managers. Partner Lorraine Pao led the transaction, while Clifford Chance acted as English and Hong Kong counsel and King & Wood Mallesons acted as China counsel.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Shandong Iron and Steel Xinheng on its issuance of US$200 million 6.5 percent guaranteed bonds due 2021, guaranteed by Shandong Iron & Steel Group, a leading steel producer in China. The bonds are listed in Hong Kong. Partner Lorraine Pao led the transaction. Deacons acted as Hong Kong and English counsel to the issuer and the guarantor. Linklaters acted as Hong Kong and English counsel to the joint lead managers.

Mayer Brown has advised leading Indonesian integrated energy group Indika Energy on the successful issuance of US$575 million 5.875 percent senior notes due 2024. The transaction involved a bridge facility, high-yield notes issuance and consent solicitations, as well as indenture compliance matters related to the M&A transactions, which enabled Indika Energy to acquire an additional equity stake in Kideco Jaya Agung, the third-largest coal mine in Indonesia, in a deal valued at US$677.5 million. The acquisition further strengthens Indika Energy’s position in the energy business value chain, which attracted overwhelming demand from investors globally. Hong Kong corporate and securities partner Jason Elder, supported by partners Thomas Kollar (Hong Kong), Doos Choi (Hong Kong) and Jason Bazar (New York), led the transaction, which is one of Indonesia’s most complex high-yield issuances of the year.

Skadden is advising China Education Group, a leading large scale private higher education group in China, on its HK$3.225 billion (US$412.4m) IPO in Hong Kong. Trading in the shares commenced on December 15, 2017. Partners Christopher Betts and Edward Lam led the transaction, which is the largest IPO in the education sector in Hong Kong.

Sullivan & Cromwell is representing Deutsche Bank and Goldman Sachs as financial advisers to Unibail-Rodamco SE (France) on its agreement to acquire Westfield (Australia) for an enterprise value of US$24.7 billion. Corporate partners Olivier de Vilmorin (Paris) and Stephen Kotran (New York) are leading the transaction, which was announced on December 12, 2017.

Wong & Partners, a member of Baker Mckenzie International, has advised logistics tech start-up Ezyhaul on its US$2 million funding round involving 23i. Ezyhaul is an online digital freight platform which provides and manages long-haul freight transportation. Ezyhaul has a presence in both Singapore and Malaysia, with plans to expand to other key markets in Southeast Asia. Partner Stephanie Phua led the transaction, which was completed on November 9, 2017. TSMP Law acted for 23i.

Wong & Partners, a member of Baker Mckenzie International, has also advised Alliance Holding on its M$255 million (US$55.2m) disposal of Davex (Malaysia) to Ekuiti Nasional. Davex is an end-to-end lighting solutions provider and manufacturer with a strong presence in Malaysia, Singapore and Australia. This transaction marks Ekuiti Nasional’s entry into the manufacturing sector. Partner Stephanie Phua also led the transaction, which was completed on December 14, 2017. Skrine acted as local counsel to Ekuiti Nasional.

WongPartnership is acting for NTUC Income on a proposed strategic partnership with Fullerton Fund Management to appoint Fullerton as the investment manager of a portfolio of NTUC assets estimated at S$23 billion (US$17b). As part of the proposed partnership, FFMC Holdings, the holding company of Fullerton, will issue new shares to NTUC. Managing partner Ng Wai King and partners Chan Sing Yee, Charlotte Sin, Chan Jia Hui and Kyle Lee are leading the transaction.

WongPartnership is also acting as Singapore counsel for OldTown on the pre-conditional voluntary general offer by Jacobs Douwe Egberts Holdings Asia (JDE) to acquire all the issued ordinary shares of OldTown not already held by JDE. Partners Andrew Ang and Audrey Chng led the transaction. This deal was undertaken in collaboration with Dato’ Foong Chee Meng, Chong Siew Mun and Leong Wai Lun from Foong & Partners.

Deals – December 13, 2017

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Allen & Gledhill advised DBS Bank, as sole arranger, and DBS Bank, Barclays Bank Singapore Branch and CLSA, as dealers, on the update of US$750 million to US$1.5 billion multicurrency perpetual securities issuance programme by Citic Envirotech. The firm also advised DBS Bank, Barclays Bank Singapore and CLSA, as joint lead managers and bookrunners, on the issue of $240 million (US$177.6m) 3.9 percent senior perpetual securities under its US$1.5 billion multicurrency debt issuance programme by Citic Envirotech. Partners Margaret Chin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Oversea-Chinese Banking Corporation and Standard Chartered Bank, as joint lead managers and bookrunners, on the issue of S$200 million (US$148m) 3.55 percent notes due 2023 under its S$300 million (US$222m) multicurrency debt issuance programme by OUE Treasury. Partners Margaret Chin and Sunit Chhabra also led the transaction.

AZB & Partners is advising Lotte Confectionery on its Rs10.2 billion (US$158.4m) acquisition of 100 percent of the share capital of Havmor Ice Cream from the current shareholders. Partners Alka Nalavadi and Nilanjana Singh are leading the transaction, which was signed on November 23, 2017 and is yet to be completed.

AZB & Partners has also advised the Bharti Group, including Bharti Infratel, on the Rs33.2 billion (US$515m) sale of approximately 4.5 percent of the share capital of Bharti Airtel by its wholly-owned subsidiary Nettle Infrastructure Investments. Partners Gautam Saha, Sachin Mehta and Dushyant Bagga led the transaction, which was completed on November 14, 2017.

Clifford Chance has advised Kofu International and Concord Greater China, held by Taiwan-listed Ruentex Group, on their US$2.88 billion sale of an aggregate 36.16 percent direct and indirect interest in Hong Kong-listed Sun Art Retail Group, one of China’s largest hypermarket retailers, to Taobao China Holding, a subsidiary of Alibaba Group. Ruentex Group is a Taiwanese conglomerate with interests in food retailing, textiles and real estate. Following the transaction, Ruentex will retain a minority indirect interest of 4.67 percent. Taobao China will also make a mandatory cash offer for the shares of Sun Art that it does not hold or has agreed to acquire. In addition, Hangzhou Alibaba Zetai Information Technology, the direct wholly-owned subsidiary of Alibaba Group, will enter into a business cooperation agreement with Sun Art to provide services, including granting access by the stores operated by Sun Art Group to its business model and online platform, data sharing, and integration of systems and POS hardware, as part of its Taobao Daojia service offering to the stores operated by the Sun Art Group. China co-managing partner Terence Foo, supported by Hong Kong partners Frank Yuen and Edith Leung, led the transaction, which was completed on December 7, 2017.

Clove Legal has represented Mswipe Technologies, a mobile point-of-sale service provider, on the completion of the Series D fund raising round with a follow-up funding of US$10 million, aggregating to US$41 million. The follow up round was led by B Capital Group and participated by existing investor DSG Consumer Partners. Partner Amit Sirsikar led the transaction. B Capital Group was advised by JSA, led by partner Manvinder Singh and principal associate Romit Dey, while DSG Consumer Partners was advised by Trilegal, led by partner Kunal Chandra.

Khaitan & Co has advised First Rand Bank (FRB) on the sale of its micro-finance business to Centrum Microcredit, a step-down subsidiary of Centrum Capital. One of the largest financial services providers in Africa, First Rand group operates in 17 countries and three continents. FRB India is engaged in corporate banking, investment banking, fixed income, currency and commodity products and structured products. Partner Niren Patel, supported by partner Kumar Saurabh Singh and associate partner Moin Ladha, led the transaction.

Khaitan & Co has also advised Edelweiss Financial Services on its approximately US$236 million qualified institutions placement. The Edelweiss Group is one of India’s leading diversified financial services conglomerates, providing a broad range of financial products and services to a substantial and diversified client base that includes corporations, institutions and individuals. Executive director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Alibaba Group on its underwritten registered public offering of US$7 billion aggregate principal amount of senior unsecured notes. The US$7 billion deal eclipsed China Evergrande Group’s US$6.6 billion offering in June to become the biggest sale in Asia from a non-bank issuer. Partner Richard Spooner led the transaction, while Simpson Thacher & Bartlett acted as US counsel.

Maples and Calder (Hong Kong) has also acted as Cayman Islands and BVI counsel to Warburg Pincus on its Rmb1.5 billion (US$226.6m) investment into China’s biggest car park manager, Sunsea Parking, which is structured through a Cayman Islands holding company. China’s largest furniture retailer, Warburg Pincus-backed Red Star Macalline, also joined in the investment round. Partner Richard Spooner also led the transaction, while Global Law Office acted as PRC counsel.

Rajah & Tann Singapore has acted for LN Development (Stirling), as the borrower, and United Overseas Bank, as mandated lead arrangers and bookrunners, on the loan facilities of up to S$900 million (US$666m) obtained by the borrower to finance the acquisition of a land parcel near Queenstown MRT station in Singapore. Hong Kong-listed Logan Property and Chinese conglomerate Nanshan Group jointly submitted the highest winning bid of over S$1 billion (US$740m) to acquire the large site and it is the first time that a purely residential site on the government land sales programme has exceeded that price level. Partners Angela Lim, Elsa Chai, Norman Ho and Cindy Quek led the transaction.

Rajah & Tann Singapore has also acted as Singapore law counsel to Cool Link (Holdings) on its listing in Hong Kong. Based on the offer price of HK$0.55 (US$0.07), the market capitalisation of Cool Link as of the date of listing was HK$330 million (US$42.3m). Partner Howard Cheam led the transaction.

Shearman & Sterling has advised Japan Bank for International Cooperation (JBIC) and Mizuho Bank, as lenders, and Nippon Export and Investment Insurance (NEXI) on the development and financing of the 350MW solar power project in Andhra Pradesh, India. SBG Cleantech ProjectCo, an Indian subsidiary of SoftBank Group, is the developer of the project. This marks JBIC’s first project finance loan into the Indian solar power market and the first time for NEXI to provide loan insurance on a photovoltaic project in India. This is also the first overseas solar power generation project invested by SBG Cleantech. Under this project, SBG Cleantech will construct, own and operate a solar power generation plant with a total generation capacity of 350MW at the solar park in Kurnool district, Andhra Pradesh. SBG Cleantech will also sell the generated electricity to India’s state-owned power generation company NTPC for 25 years. Tokyo project development and finance partner Etienne Gelencser led the transaction.

Simpson Thacher has represented Shandong International Trust on its IPO in Hong Kong and Regulation S offering of approximately 647 million H shares (prior to the exercise of the overallotment option), which raised approximately HK$2.95 billion (US$378m) in gross proceeds. The H shares of Shandong International Trust are listed in Hong Kong. CCB International, BOCOM International and Haitong acted as joint sponsors and, together with CMB International, as joint global coordinators. Shandong International Trust is a comprehensive financial and wealth management service provider in China, utilising its trust products to provide diversified financing and investment services. It is the first trust company in China to launch an IPO in Hong Kong. Capital markets partners Christopher Wong and Daniel Fertig led the transaction. Clifford Chance, led by partners Tim Wang, Virginia Lee and Jean Thio, advised CCB International, Haitong International, BOCOM International and CMB International.

Sullivan & Cromwell has represented Alibaba Group Holding (China) on its approximately US$1 billion investment in Lazada Group (Singapore), increasing its stake from 51 percent to approximately 83 percent for a total investment in Lazada of more than US$2 billion. Partners Garth Bray (corporate-Hong Kong), York Schnorbus (corporate-Frankfurt) and Juan Rodriguez (competition-London) led the transaction.

Thanathip & Partners has advised Allianz on its cooperation in life and non-life insurance business in Thailand with Sri Ayudhya Capital (Ayud), via the transfer of the entire business from Allianz General Insurance to Sri Ayudhya General Insurance, and the acquisition by Ayud from Allianz and its affiliate of approximately 11.8 percent shares in Allianz Ayudhya Assurance in exchange of new Ayud shares by way of private placement (share swap). Managing partner Thanathip Pichedvanichok led the transactions, which were valued at approximately Bt5 billion (US$153m).

WongPartnership has acted for the arrangers and syndicate of lenders on the S$700 million (US$518m) facilities granted to Millenia Tower Investments for, inter alia, the refinancing of the borrower’s outstanding debt and the borrower’s general working capital requirements, secured over, inter alia, Millenia Walk and Millenia Tower. Partners Susan Wong, Dorothy Marie Ng, Hui Choon Yuen, Serene Soh and Felix Lee led the transaction.

WongPartnership has also acted for finance parties on the grant of S$448 million (US$331.5m) financing facilities to Gardens Development, a joint venture between Keppel Land and Wing Tai Land, to, inter alia, finance the land, construction and interest costs on a proposed condominium project at Serangoon North Avenue 1. Partners Christy Lim, Angela Lim and Felix Lee led the transaction.