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Deals

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Allen & Gledhill has advised OCBC, DBS Bank and Credit Suisse on GLL IHT’s issue of S$285 million (US$203.6m) 4 percent notes due 2022, comprised in Series 020 under its S$3 billion (US$2.14b) multicurrency medium term note programme, guaranteed by Guocoland. The notes were issued in three tranches. OCBC, DBS and Credit Suisse were appointed dealers for Tranche 1, OCBC for Tranche 2 and DBS for Tranche 3. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Pakuwon Jati, through its wholly-owned Singapore-incorporated subsidiary Pakuwon Prima, on the issue of US$250 million 5 percent senior unsecured notes due 2024. Partner Glenn Foo led the transaction.

AZB & Partners has acted as Indian counsel to Housing Development Finance on its establishment of a Rs50 billion (US$749.7m) medium term note programme. Partner Varoon Chandra led the transaction, which was completed on February 14, 2017.

AZB & Partners has also advised Fairfax India Holdings on its Rs5 billion (US$75m) acquisition from IDFC Bank of minority equity shares of IIFL Holdings in an off-market transaction. Partners Ashwin Ramanathan and Bhavi Sanghvi led the transaction, which was completed on February 8, 2017.

Baker McKenzie has acted for Foresight Group, a leading independent infrastructure and private equity manager, on facilitating the acquisition from the Elecnor group of the 25 MW Barcaldine Remote Community Solar Farm (BRCSF) in Queensland. BRCSF is the first solar project to be managed by Foresight in Australia. Financing for the acquisition was provided by Kiamco Global Infrastructure Fund III and Hanwha Energy. Currently Queensland’s largest solar farm, BRCSF is expected to provide approximately 10 percent of Australia’s current large-scale solar electricity. Partner Simon De Young, supported by partners Paul Curnow, John Walker and Dan Middleton, led the transaction.

Baker McKenzie has also acted for Insight Capital Advisers and Wilsons Corporate Finance, as the joint lead managers and capital markets adviser, on Ruralco’s pro rata accelerated non-renounceable entitlement offer and institutional placement. Ruralco is seeking to raise approximately US$65 million under the equity raising to fund a portfolio of acquisitions and provide enhanced balance sheet flexibility. Ruralco assists businesses to achieve their goals through providing expertise in merchandise, fertiliser, wool, livestock, real estate, rural property, integrated water solutions, soft commodity risk management, grain, finance and insurance. Head of equity capital markets partner Craig Andrade led the transaction.

J Sagar Associates has acted as Indian counsel to the Lonza Group on its agreement, entered into in December 2016, to acquire Capsugel from KKR for US$5.5 billion in cash, including refinancing of approximately US$2 billion existing Capsugel debt. The transaction will be financed with a combination of debt and equity financing and is subject to regulatory and other closing conditions. Headquartered in Basel, Switzerland, Lonza is a leading supplier to the pharmaceutical, biotech and specialty ingredients markets, with more than 40 major manufacturing and R&D facilities and 9,800 full-time employees worldwide. The company generated sales of CHF4.1 billion (US$4b) in 2016. Capsugel designs, develops and manufactures a wide range of innovative dosage forms for the biopharmaceutical and consumer health and nutrition industries. Partners Sidharrth Shankar and Reeti Chaudhary led the transaction while Jenner & Block acted as transaction counsel.

Khaitan & Co has advised Dun & Bradstreet on the Indian leg of the 100 percent global acquisition of Avention, including its Indian entity for US$150 million. Originating in the US, New York-listed Dun & Bradstreet offers a wide range of solutions in risk and finance, operations and supply chain, sales and marketing, economy analysis and professional growth. Associate partner Anshul Prakash led the transaction.

Khaitan & Co has also advised Hindustan Motors on the sale of its Ambassador brand to Peugeot Citroen Automobiles France for Rs800 million (US$12m). A CK Birla Group company, Hindustan Motors manufactures automobiles in the passenger car and light commercial vehicle segments in India. Partners Haigreve Khaitan and Bharat Anand, supported by partners Arvind Jhunjhunwala, Ashwin Bishnoi and Diwakar Maheshwari, led the transaction.

Luthra & Luthra has advised Nasdaq-listed IHS Markit on its multi-jurisdictional sale of the operational excellence and risk management (OERM) business to Genstar Capital, a leading middle market private equity firm focused on investments in targeted segments of the software, industrial technology, financial services and healthcare industries. The OERM business operates globally, serving over 2,500 customers and hundreds of thousands of individual users, primarily in highly regulated industries such as oil and gas, chemicals, and manufacturing. Pursuant to the transaction, the OERM business has been re-branded by the acquirer as “Sphera Solutions”. The transaction was part of IHS’s plan to sells its environmental, health, safety, and sustainability processes software solutions business, which was housed under the OERM business and was considered no longer aligned with IHS’s strategic goals. Partners Vikrant Kumar and Vasudev Dibbur led the transaction.

Luthra & Luthra has also acted as Indian counsel to Citigroup, Morgan Stanley and ICICI Securities as the brokers on a block trade of equity shares of ITC by the Administrator of the Specified Undertaking of Unit Trust of India. Partner Manan Lahoty led the transaction, which was valued at approximately US$1 billion and was completed on February 7, 2017.

Skadden has advised China Yuhua Education on its HK$1.54 billion (US$198.4m) IPO in Hong Kong. Trade in the shares commenced on February 28, 2017. Partners Christopher Betts and Will Cai led the transaction, which is the largest IPO launched and completed so far this year.

Sullivan & Cromwell is representing CIM Group (US) on its strategic partnership with Mitsui (Japan) and on Mitsui’s 20 percent investment in CIM, where proceeds will be used entirely to fund CIM’s continued growth. Partners Patrick Brown (corporate-Los Angeles) and Andrew Mason (tax-New York) are leading the transaction, which was announced on February 17, 2017.

Sullivan & Cromwell (Hong Kong) is also representing Goldman Sachs (US), Daesung Group (Korea), Atinum Partners (Korea) and Blue Run, as shareholders on Daesung Industrial Gases, on their agreement with MBK Partners (Korea) to sell their entire outstanding share capital of Daesung Industrial Gases for a cash consideration of US$1 billion. Partners Michael DeSombre (corporate-Hong Kong), Jamieson Logie (financing-Hong Kong), Ronald Creamer Jr (tax-New York) and Nader Mousavi (intellectual property-Palo Alto) are leading the transaction, which was announced on February 24, 2017.

Weil is representing Oaktree Capital on the business combination of its portfolio company Fitness First Asia and Celebrity Fitness, a portfolio company of Navis Capital Partners. The transaction will create one of the largest fitness club networks in Asia. The combined entity, Evolution Wellness Holdings, will comprise 152 wholly-owned fitness clubs across Asia, serving approximately 400,000 members and with a combined staff approaching 7,000. Asia corporate partner Tim Gardner is leading the transaction.

WongPartnership has acted for Tembusu Growth Fund II on the sale of its 36 percent stake in Ednovation to CDH Investments. Partners Teo Hsiao-Huey, Khoo Yuh Huey and Tan Li Wen led the transaction.

WongPartnership has also acted for the Judicial Managers of Technics Oil & Gas and its main operating subsidiary Technics Offshore Engineering on the sale of its stake in Technics Steel to TTJ Holdings. Partners Manoj Pillay Sandrasegara, Ong Sin Wei, Smitha Menon and Lawrence Foo led the transaction.

Deals

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Ashurst has advised OMV Exploration & Production on increasing its participating interests in four exploration and production sharing agreements in the Sirte Basin, Libya. OMV’s wholly-owned subsidiary, OMV of Libya, is now the sole shareholder in blocks C103, NC29/74, C102 and Nagoora Augila. Global co-head of oil and gas Renad Younes led the transaction.

AZB & Partners has advised Au Financers (India), Sanjay Agarwal, Jyoti Agarwal, Chiranji Lal Agarwal, Shakuntala Agarwal and MYS Holdings on Au Financiers’ IPO, by way of offer sale by some existing investors. Partners Madhurima Mukherjee and Agnik Bhattacharyya led the transaction, which was announced on February 2, 2017.

AZB & Partners has also acted as Indian counsel to BSE on its IPO, by way of an offer for sale. Partners Varoon Chandra and Lionel D’Almeida led the transaction, which was valued at Rs12 billion (US$179m) and was completed on February 3, 2017.

Clifford Chance has advised PAG Asia Capital, one of Asia’s largest alternative investment management firms, on its US$170 million investment, as part of a combined US$225 million investment with existing investor Meridian Capital, into Europe-based dairy and ice cream producer Food Union Group. The deal was led by Hong Kong partner Neeraj Budhwani.

Conyers Dill & Pearman has acted as BVI and Cayman Islands counsel to China Aoyuan Property Group on its HK$555 million (US$71.5m) and US$120 million dual currency term loan facility secured by guarantees and share charges over BVI and Hong Kong subsidiaries, pursuant to an existing intercreditor agreement. China Aoyuan Property Group is one of the largest-scale property developers headquartered in Guangzhou, Guangdong, China and in Hong Kong. Hong Kong partner Paul Lim led the transaction, working alongside Mayer Brown JSM and Linklaters.

Conyers Dill & Pearman has also acted as Cayman Islands and BVI counsel to Wisdom Education International Holdings, the largest private education group in South China, on its HK$850 million (US$109.5m) IPO of 500 million new shares in Hong Kong. Hong Kong partner Richard Hall led the transaction, working alongside Ashurst Hong Kong, Commerce & Finance Law Offices and Miller Thomson.

Gibson, Dunn & Crutcher has represented PCCW on its conditional sale of Transvision Investments, the holding company of UK Broadband, to Hutchinson 3G UK, the UK’s fourth largest mobile network operator. Transvision is an investment holding company whose only material asset is its holding of the entire issued share capital of UK Broadband. UK Broadband conducts a broadband business in the UK under the “Relish” brand, which is delivered to its customers via UK Broadband’s fixed wireless networks. UK Broadband’s principal assets are its holding of certain licences for radio frequency spectrum, its wireless networks and related systems, and its customers. Partners Mark Sperotto (London) and Graham Winter (Hong Kong) led the transaction, which is expected to be completed later this year. Hutchinson 3G UK was advised by Linklaters, led by corporate partner Iain Wagstaff.

J Sagar Associates has advised Axis Bank and EXIM Bank on the restructuring of their existing finance package for Chambal Fertilisers and Chemicals’ 1.34 million MT urea per annum capacity expansion project, the first of its kind under the new urea investment policy 2012 (as amended in 2014) of the Government of India. The banks provided US$90 million foreign currency financing, both fund-based and non-fund based, in simultaneous cancellation of the rupee commitments amounting to approximately Rs5.9 billion (US$ 88m). State Bank of India Tokyo Branch acted as the facility agent for the new facilities. Partner Anish Mashruwala led the transaction.

J Sagar Associates has also advised Flutura Business Solutions on its approximately US$7.5 million Series A fund raise from Vertex Ventures (the venture capital arm of Singapore Government’s investment company Temasek Holdings), Lumis Partners and the Hive (a Palo Alto-based seed fund and an existing investor in Flutura). Flutura is an industrial internet of things (IIOT)-focused data analytics firm that specialises in decision analytics for the energy and engineering sector. This is the largest Series A fund raise by any Indian start-up in the IIOT space. Flutura will utilise the funds for its global expansions. Partner Arjun Perikal led the transaction.

Khaitan & Co has advised Pricol Technologies on its 100 percent acquisition by Altran Technologies India, a group company of Altran Technologies France. Pricol Technologies is a global engineering solutions provider enabling companies to conceptualise, design and manufacture products. Operating in different sectors, such as transportation (automotive, rail and aerospace), consumer products, industrial products and medical devices, it has a clientele spread across the globe, with operations in the US, Europe, India and Africa. Partner Ganesh Prasad and associate partner Udayarkar Rangarajan led the transaction.

Khaitan & Co has also acted as Indian counsel for Ingenico Group France on the acquisition of 100 percent securities of TechProcess Payment Services India. Ingenico, a French company listed in Paris with annual sales of €2.2 billion (US$2.32b), is a global expert in payment services. With a presence in more than 140 countries, over 30 million terminals installed (including mPOS) and managing in excess of 4 billion payment transactions both in-store and online, lngenico is the first choice for retailers, banks and payment services providers. Partner Rabindra Jhunjhunwala and associate partner Sameer Sah, supported by partner Adheesh Nargolkar, led the transaction.

Luthra & Luthra has represented Press Trust of India (PTI) and its former General Manager (Admin) on obtaining a stay of the criminal proceedings against them from the Delhi High Court. The criminal proceedings were initiated by the Inspector under the ‘Working Journalists and Other Newspaper Employees (Condition of Service) and Miscellaneous Provisions Act 1955’. Partner Anirban Bhattacharya led the transaction.

Luthra & Luthra has also represented Aditya Birla Nuvo (ABN) before a Division Bench of the Calcutta High Court on securing a judgment dismissing the appeal filed by Isha Distribution House against ABN. The matter pertains to disputes arising out of ABN’s termination of two distributorship agreements with Isha. Isha challenged the alleged wrongful termination and prayed for a sum of Rs1.77 billion (US$26.4m), as the alleged amount due and outstanding from ABN, along with interest at 18 percent per annum. On July 28, 2016, the lower court dismissed the suit on the ground that the ‘forum selection’ clauses in the agreements ousted the jurisdiction of the Courts at Calcutta, and only the courts at Bangalore have the jurisdiction to adjudicate upon the disputes. Additionally, the court also imposed a cost of Rs600,000 (US$8,964.32) on Isha. Isha appealed before the Division Bench of the High Court, which dismissed the appeal on February 13, 2017. Partner Sanjeev Kumar led the transaction. Isha Distribution House was represented by Pratap Chatterjee.

Norton Rose Fulbright has acted for data centre developer and operator AirTrunk on its US$400 million capital raising to finance large-scale data centres in Melbourne and Sydney ahead of potential further expansion in the Asia-Pacific region. The two Australian data centres are planned to open in the third quarter of this year, initially offering 20 MW of load but with the ability to increase to 70 MW in Sydney and 50 MW in Melbourne. Once fully completed, the data centres will be amongst the largest data centres in the Asia Pacific region. Two of the world’s leading special situation funds are investing alongside AirTrunk major shareholder and chief executive, Robin Khuda. A senior debt facility has also been committed by ING Bank and Natixis. Melbourne corporate partner Shane Bilardi, assisted by corporate partners Jyoti Singh and Jeremy Wickens and debt partners Jo Crew and Scott Millar, led the transaction, which has been referred to as the single largest pre-revenue capital raising by a start-up in the Asia-Pacific.

Oentoeng Suria & Partners has advised Sarana Multi Infrastruktur (SMI) and Dana Tabungan Dan Asuransi Pegawai Negeri (Taspen) on their Rp3.5 trillion (US$262m) equity investment of 29 percent of shares in Waskita Toll Road (WTR), a subsidiary of state-owned Waskita Karya. The investment, which may be increased in the future, is expected to contribute significantly towards the construction of the toll road infrastructure in Indonesia, especially toll road projects under WTR. WTR is currently working on more than 14 toll projects with a total length of 750 km, including parts of the trans-Java toll road linking Jakarta and Surabaya, due for completion in 2018-2019. The investment is the pilot project for the government’s program known as “Non-State Budget Investment Financing” for infrastructure. Partner Ratih (Ipop) Nawangsari led the transaction, which will be the first project financed by pension funds.

Paul, Weiss has advised Fortress Investment Group on a merger agreement with SoftBank Group, under which SoftBank will acquire Fortress for approximately US$3.3 billion in cash. Under the terms of the agreement, each Fortress Class A shareholder will receive US$8.08 per share. In addition, each Fortress Class A shareholder may receive up to two regular quarterly dividends prior to the closing, each in an amount not to exceed US$0.09 per Class A share. Fortress will operate within SoftBank as an independent business headquartered in New York, and SoftBank is committed to maintaining the leadership, business model, brand, personnel, processes and culture that have supported Fortress’s success. Partners Ariel Deckelbaum, Marco Masotti and Ellen Ching led the transaction, which was announced on February 14, 2017 and is expected to close in the second half of 2017, subject to approval by Fortress shareholders, certain regulatory approvals and other customary closing conditions. Skadden, Arps, Slate, Meagher & Flom and Paul, Weiss, Rifkind, Wharton & Garrison also advised Fortress while Davis Polk & Wardwell advised the Special Committee of Fortress’s Board of Directors. Weil, Gotshal & Manges and Kirkland & Ellis advised SoftBank.

Walkers has acted as Cayman Islands counsel to AFC Sukuk, as the Cayman issuer SPV, on Africa Finance Corporation’s (AFC) issuance of its maiden sukuk, which is the highest-rated ever sukuk issuance from an African institution. AFC is a leading pan-African multilateral development finance institution and project developer. Managing partner Daniel Wood and partner Ciaran Bohnacker led the transaction, working alongside King & Spalding and Dentons.

Weil, Gotshal & Manges has acted for TPG on its investment in Uxin Group, a leading online and offline auction and trading platform for used cars in China. Asia corporate partner Tim Gardner led the transaction.

Weil, Gotshal & Manges has also advised Primavera Capital Group, as one of the lead investors, on its investment in Koubei, a local services platform owned by Alibaba and Ant Financial, as part of Koubei’s recently completed US$1.1 billion equity financing round.

Deals – February 15, 2017

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Allen & Gledhill has advised DBS Bank as the sole financial adviser, global coordinator, issue manager and, together with Bank of China Singapore Branch and Haitong International Securities (Singapore), joint book-runners and underwriters, on the IPO of Dasin Retail Trust in Singapore. The gross proceeds raised from the IPO were approximately S$146.4 million (US$103m). Dasin Retail Trust is the first pure-play China retail business trust listed in Singapore to be sponsored by a China-based group. Partners Jerry Koh, Long Pee Hua, Chua Bor Jern and Peh Aik Hin led the transaction.

Allen & Gledhill has also advised DBS Bank as the lead manager on the approximately S$139.5 million (US$98.2m) non-renounceable, non-underwritten preferential offering of secured notes with warrants by KrisEnergy. This is the first offer to shareholders of secured notes with free warrants by a Singapore-listed company. Partners Tan Tze Gay, Rhys Goh and Wu Zhaoqi led the transaction.

Baker McKenzie has advised Jacobson Pharma on its HK$548 million (US$70.6m) acquisition, through its wholly-owned subsidiary Concept One, of the entire issued share capital of Victor Luck and Happy Echo from Ample Echo and Linker Centre. The target companies are part of a group of companies principally engaged in the manufacturing, marketing and sale of proprietary medicines under the brand name of Ho Chai Kung. The acquisition reinforces Jacobson’s strategy to acquire brands and businesses that provides a sound strategic fit and also complements well with Jacobson’s product portfolios. This strategic acquisition brings together two distinctive businesses with complementary strengths, brands and cultures. Hong Kong partner Liza Murray led the transaction.

Baker McKenzie has also advised Jacobson Management, a subsidiary of Jacobson Pharma, on its HK$100 million (US$12.9m) acquisition of the entire issued share capital of Cawah Holdings, a BVI company holding the Hong Kong operating company, Medipharma. Hong Kong partner Liza Murray also led the transaction.

Clifford Chance has advised the underwriters on the international aspects of the US$184 million IPO of the BSE, Asia’s oldest stock exchange. The IPO was the first listing of a stock exchange in India and was oversubscribed by 51 times. Due to BSE’s significant investment portfolio, the deal was structured to allow sales in the US while complying with the “Volcker Rule” and the US Investment Company Act, rare requirements for Indian listed companies. Partner Rahul Guptan, supported by partner Johannes Juette, led the transaction.

Clifford Chance has also advised United Luck Group Holdings on its US$1 billion acquisition of 100 percent of the shares of Outfit7. Headquartered in UK and Cyprus, Outfit7 is the creator and developer of highly-popular mobile APPs, such as ‘Talking Tom’ and ‘Talking Angela’, which were hailed in 2016 as one of the ‘Most Downloaded APPs of All Time’ for Android. Zhejiang Jinke Entertainment, a leading chemicals and TMT company in China listed in Shenzhen, was engaged in the acquisition with United Luck, and recently entered into an exclusive framework agreement with United Luck to acquire 100 percent of the shares of Outfit7. China co-managing partner Terence Foo, supported by partner, Timothy Democratis (Beijing), Daniel Sandelson (global head of media- London) and Sonia Gilbert (employment-London), led the transaction, which was completed on December 28, 2016.

Colin Ng & Partners has acted for five obstetrics and gynaecology (O&G) specialist doctors on the sale of their Astra Women’s Specialists group of clinics to Singapore-listed Singapore Medical Group (SMG), a specialist healthcare services provider with 23 existing clinics in Singapore, for S$60 million (US$42.2m). The consideration will be paid via S$33 million (US$23.2m) in cash and the issuance of new shares in SMG worth S$27 million (US$19m). The Astra Women’s Specialists group of clinics comprises of six O&G clinics, with a flagship clinic located at Mount Elizabeth Novena Specialist Centre. Due to this acquisition, SMG now provides O&G services through eight O&G doctors, making it one of the largest specialist practitioners and service providers in the private sector dedicated towards women’s health and wellness. Partner Ken Chia led the transaction.

Cyril Amarchand Mangaldas has represented Kalanithi Maran, Kavery Kalanithi, Sun Direct TV, South Asia FM Ltd. and Mr. K. Shanmugam before the Supreme Court of India in Special Public Prosecutor 2G Cases Vs Dayanidhi Maran & Ors, an appeal by way of special leave petition under the Constitution of India. The Special Public Prosecutor appealed the order of the Special Judge discharging all the accused in Directorate of Enforcement v Dayanidhi Maran and Ors. The prosecutor sought an order from the Supreme Court directing the Special Judge to direct the accused to furnish bail bonds pending appeal and to stay the release of the assets of the accused provisionally attached prior to the initiation of trial against them. At the hearing, the prosecutor withdrew the special leave petition and the Supreme Court dismissed the petition as withdrawn. Delhi dispute resolution partner Kapil Arora led the transaction.

Cyril Amarchand Mangaldas has also acted as Indian counsel to the Department of Investment & Public Asset Management, Ministry of Finance, Government of India (DIPAM) on the further fund offering (FFO) under the Central Public Sector Enterprises Exchange Traded Fund (CPSE ETF) scheme. DIPAM divested approximately 238.8 million shares of Navratna 10 and Maharatna public sector enterprises, including shares of Oil & Natural Gas Corporation, Coal India and Indian Oil Corporation. The CPSE ETF Scheme was first launched in March 2014 by Goldman Sachs Asset Management India. The inaugural issue had raised Rs43 billion (US$642.6m) against a target of Rs30 billion (US$448.3m). The firm also advised DIPAM on the succession of Reliance Nippon Life Asset Management as the asset management company for the scheme, upon its acquisition of all mutual fund schemes managed by Goldman Sachs Asset Management (India). The FFO opened for subscription on January 17-20, 2017. The targeted issue size was Rs45 billion (US$672.4m), with an option to retain another Rs15 billion (US$224m), in case of oversubscription. The offering was oversubscribed by 2.3 times, with bids worth Rs138 billion (US$2.06b) pouring in against the final issue size of Rs60 billion (US$896.5m). Mumbai managing partner Cyril Shroff, New Delhi partner Gokul Rajan and Mumbai partner Shagoofa Rashid Khan led the transaction while Herbert Smith Freehills acted as international counsel.

Davis Polk has advised the initial purchaser on the US$300 million Regulation S offering by China Water Affairs Group of its 5.25 percent senior notes due 2022. Hong Kong-listed China Water is the largest publicly-listed water supply company in China, based on volume of water sold for the fiscal years 2015 and 2016. Partner William Barron led the transaction.

Duane Morris has advised Singapore-based Sembcorp Industries on the signing of the build-operate-transfer agreement with the Ministry of Electricity and Energy of Myanmar for the implementation of a US$300 million 225MW gas-fired power plant in Myingyan, Myanmar, one of Myanmar’s largest gas-fired power projects. Under the agreement signed on January 18, 2017, Sembcorp Myingyan Power Company will build and operate the power plant for 22 years, after which the facility will be transferred to the Myanmar government. This is the first internationally competitively tendered power project in the country, as well as the largest gas-fired power station to be built in Myanmar to date. Myanmar has a severe power deficit estimated to be approximately 500-megawatts during peak periods. The project is seen as a key contributor to the improvement of life for people living in the Mandalay Region due to the extra capacity this power station will provide. Partners Giles Cooper (Hanoi) and Carl Winkworth (London) and director Mark D’Alelio (Yangon) led the transaction.

Khaitan & Co has acted as domestic counsel to the Government of India on the approximately US$72 million offer for sale, through the stock exchange, by MOIL (formerly Manganese Ore India) of equity shares representing 10 percent of its paid up share capital, held by the President of India, acting through and represented by the Ministry of Steel. MOIL is a miniratna state-owned manganese-ore mining company headquartered in Nagpur, India, which operates in the mining, manufacturing and power generation sectors. Partner Sharad Vaid, supported by executive director Sudhir Bassi and associate partner Madhur Kohli, led the transaction.

Khaitan & Co has also advised the CK Birla Group companies (Avtec and Hindustan Motor Finance) on two joint ventures with Peugeot Citroen Automobiles for the manufacture of powertrains and vehicles in India. Avtec is one of the largest independent manufacturers of powertrain and precision-engineered products in India. It is a part of CK Birla Group, a leading global business house, with over 20,000 employees and a combined turnover of US$1.6 billion. Hindustan Motor Finance manufactures and markets bullet-proof auto parts and operates as a subsidiary of Hindustan Motors. Partners Haigreve Khaitan and Bharat Anand, supported by partners Sanjay Sanghvi, Ashwin Bishnoi and Diwakar Maheshwari and associate partners Anshul Prakash and Kabir Bogra, led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Sanroc International Holdings, a Cayman Islands company, on its offering and listing of 360 million shares in Hong Kong. The shares are offered at HK$0.4 (US$0.052) each and the offering will raise approximately HK$144 million (US$18.6m). Sanroc provides construction machinery trading and leasing services in Hong Kong. Partner Derrick Kan led the transaction while Hui & Lam acted as Hong Kong counsel. Francis & Co, in association with Addleshaw Goddard (Hong Kong), acted as Hong Kong counsel to the sole sponsor, Ample Capital.

Mourant Ozannes has advised China CITIC Bank and The Export-Import Bank of China on facilities with a total commitment of around US$2.63 billion for a consortium led by Apex Technology, PAG and Legend Capital Management. The facilities support the consortium’s acquisition of Lexmark, a US-incorporated printer and software manufacturer. Lexmark was acquired in an all-cash transaction with an enterprise value of approximately US$4 billion. The acquisition closed in November 2016 and is the second largest outbound acquisition in the technology sector ever completed by a Chinese investor, and the third largest US public takeover ever done by a Chinese investor. Apex Technology designs, manufactures and markets inkjet and laser cartridge components for remanufacturers and distributors, and is the largest manufacturer and solution provider for the global aftermarket imaging supplies market. The company is headquartered in Zhuhai, Guangdong, China. Partner Simon Lawrenson led the transaction while White & Case also advised China CITIC Bank and The Export-Import Bank of China.

Paul, Weiss is representing private equity firm ShawKwei & Partners on its approximately US$20 million sale of YongLe Tape to Avery Dennison, a US-based global leader in labeling, product and packaging material solutions. YongLe Tape is a manufacturer of specialty tapes and related products used in a variety of industrial markets. Headquartered in China’s Hebei Province, with production facilities in Zhuozhuo and Shanghai, Yongle Tape is China’s leading manufacturer of cable harnessing and insulation tapes. The company is a key supplier to both Chinese and global automakers across 70 countries and regions around the globe. Partner Jeanette Chan is leading the transaction, which is expected to close in mid-2017, subject to customary conditions and regulatory approvals. Clifford Chance, led by partner Kelly Gregory, is advising Avery Dennison.

Shardul Amarchand Mangaldas & Co has advised NXP Semiconductors Netherlands on the India leg of a multi-jurisdictional transaction involving the divestiture of its standard products business, Nexperia, to financial investors Beijing Jianguang Asset Management and Wise Road Capital. Partners Akila Agrawal, Pooja Ramchandani, Amit Singhania and Sandeep Chilana led the transaction, which was valued at approximately US$2.75 billion and was completed on February 7, 2017. De Brauw Blackstone Westbroek acted as lead counsel while Houthoff Buruma represented the counterparties.

Sidley Austin has represented CFLD International Holdings, one of the leading new industrial city operators in China, on its US$100 million borrowing from China CITIC Bank. The first drawdown of US$100 million was completed, with additional drawdown of up to US$150 million. This transaction was CFLD’s first financing related to the “Belt and Road Initiative”, a significant development strategy launched by the Chinese government to promote economic cooperation among countries along the proposed Belt and Road routes. Partners Mengyu Lu (Beijing) and Raymond Oh (Hong Kong) led the transaction.

Sullivan & Cromwell (Hong Kong) is representing China Agri-Products Exchange on its sale and purchase agreement with shareholders, including CITIC Asset Management (China), pursuant to which China Agri-Products will acquire the pawn loan business operated by the CITIC XinBang Asset Management (Hong Kong), in a reverse takeover and application of whitewash waiver, for approximately HK$3.12 billion (US$402m). Hong Kong corporate partner Kay Ian Ng is leading the transaction, which was announced on November 16, 2016.

Walkers acted as Cayman Islands counsel to AFC Sukuk (the Cayman issuer SPV) in Africa Finance Corporation (AFC)’s issuance of its maiden sukuk, which is the highest-rated ever sukuk issuance from an African institution. AFC is a leading pan-African multilateral development finance institution and project developer. Daniel Wood and Ciaran Bohnacker led the transaction, working alongside King & Spalding and Dentons.

Deals – February 8, 2017

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Ali Budiardjo, Nugroho, Reksodiputro has represented Toba Sejahtra on the divestment of its shares representing 61.79 percent ownership of Indonesia-listed Toba Bara Sejahtra. Singapore company Highland Strategic Holdings purchased the divested shares and assumed Toba Sejahtra’s debt to Toba Bara. Partner Freddy Karyadi led the transaction. Erry Yunasri and Partners also advised on the transaction, which is valued at more than US$46 million.

Allen & Gledhill has advised Perennial Singapore Investment Holdings, a wholly-owned subsidiary of Perennial Real Estate Holdings, together with several other vendors, including affiliates of SingHaiYi Group, BreadTalk Group and Boustead Projects, on the approximately S$305 million (US$215.2m) proposed disposal of their aggregate 61 percent equity stake in TripleOne Somerset to Simply Swift, a wholly-owned subsidiary of Shun Tak Holdings. Partners Lee Kee Yeng, Margaret Soh and Lim Pek Bur led the transaction.

Appleby has acted as BVI and Cayman counsel to CCB International on its purchase of convertible bonds issued by Pa Shun Pharmaceutical International Holdings. CCB purchased US$9.28 million of Series 1 convertible bond and US$6.19 million worth of Series 2 convertible bond. CCB is an investment services flagship, which is indirectly and wholly-owned by China Construction Bank, while Hong Kong-listed Pa Shun Pharmaceutical is a Cayman Islands-incorporated company. The net proceeds from the issue of convertible bonds are approximately US$15.5 million. Hong Kong partner Fiona Chan led the transaction.

Ascendant Legal has acted for Maniach on a Singapore Court of Appeal case against L Capital Jones in a shareholders dispute. Maniach, a minority shareholder in the gourmet food brand Jones the Grocer, brought a claim for minority oppression against Jones the Grocer Group Holdings and L Capital Jones, the majority shareholder. Jones the Grocer Group filed an application to strike out the case while simultaneously seeking, as an alternative, a stay in favour of arbitration. L Capital filed a separate application only for a stay in favour of arbitration. At the oral hearing of both applications, only the applications for a stay were argued but it was not granted. Both Jones the Grocer Group and L Capital Jones filed an appeal, which was dismissed by a five-judge bench chaired by Singapore’s Chief Justice Sundaresh Menon. Kei-Jin Chew led the transaction.

AZB & Partners has advised Quess on its issuance of secured, redeemable, rated, listed, non-convertible debentures on a private placement basis to certain identified investors. Partner Bhavi Sanghvi led the transaction, which was valued at Rs1.5 billion (US$22.5m) and was completed on January 23, 2017.

AZB & Partners is also advising Bharti Airtel on the acquisition by its subsidiary, Network i2i, of Middle East North Africa Submarine Cable System from Orascom Telecom Media and Technology Holding. Partners Gautam Saha and Amrita Patnaik are leading the transaction, which was signed on December 20, 2016 and is yet to be completed.

Clifford Chance has advised KrisEnergy on a number of capital restructuring transactions, including a consent solicitation for the mandatory exchange of its S$130 million (US$91.7m) and S$200 million (US$141m) senior unsecured notes for new S$130 million (US$91.7m) and S$200 million (US$141m) senior unsecured accrued interest notes, listed in Singapore, and a S$139.5 million (US$98.4m) preferential offering of senior secured notes and equity warrants, listed in Singapore. The firm is also advising KrisEnergy on the restructuring of its revolving credit facility and of the currency swaps linked to the underlying bonds. The transaction was the first mandatory exchange of notes, the first oil price-linked bond and the first preferential offering of senior secured zero coupon notes with free detachable warrants in the Singapore market. KrisEnergy is an independent upstream company focused on the exploration, development and production of oil and gas in the basins of South East Asia. Partner Raymond Tong, supported by partners Andrew Brereton and Paul Landless, led the transaction.

Cyril Amarchand Mangaldas has represented Kalanithi Maran, Kavery Kalanithi, Sun Direct TV, South Asia FM and Shanmugam before the CBI Special Court in Assistant Director, Directorate of Enforcement v Dayanidhi Maran & Ors (ED Case), a case initiated under the Prevention of Money Laundering Act 2002. The case emerged from the CBI Complaint Case No. 1 of 2015, where it was alleged that Dayanidhi Maran, during his tenure as Minister for Telecommunications and Information Technology, had wrongfully refused and delayed the grant of several approvals and licences  to the Aircel Group, held by Sivasankaran, to coerce the sale of Aircel to the Malaysia-based Maxis Group. It was further alleged that Astro entities subscribed to the equity and preference shares of Sun Direct TV and South Asia FM, companies owned and operated by the accused, at a gross overvaluation as a means of transferring illegal gratification, amounting to Rs7.42 billion (US$110.2m), to Dayanidhi Maran. Moreover, it was alleged that the accused, by accepting the illegal gratification as investment in the two companies, had knowingly attempted to present illegal gratification as legitimate. Under separate orders dated February 2, 2017, the Court discharged all the accused in the ED case and Dayanidhi Maran, Sun Direct TV, Kalanithi Maran and Astro entity South Asia Entertainment Holdings in the CBI case. Delhi dispute resolution partner Kapil Arora led the transaction. Luthra & Luthra, led by partner Anirban Bhattacharya, also represented Kalanithi Maran and Sun Direct TV.

J Sagar Associates has acted as sole Indian counsel to the State Bank of India on its issue of US$500 bonds under its US$10 billion medium term note programme. The joint lead managers to the issue were BNP Paribas, Citigroup, DBS, HSBC, Merrill Lynch, MUFG Securities and SBICAPs. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction, which was the first offshore bonds issue by India’s largest bank in 2017 and one of the first offshore bonds transactions from out of India in 2017.

J Sagar Associates has also advised US fund Creation Investments India on its investment in Muthoot Microfin. Part of the Muthoot Pappachan Group, Muthoot Microfin operates a diverse microfinance business across nearly 346 branches in India. Creation’s investment is the first private equity investment in the Muthoot Pappachan Group. Creation has invested an initial Rs500 million (US$7.4m) and will invest an additional Rs500 million (US$7.4m) by March 2018, for a nine percent stake in Muthoot Microfin. It will also have an option to invest an additional Rs300 million (US$4.45m) after this transaction. Partner Lalit Kumar led the transaction. AZB & Partners, led by partners Srinath Dasari and Nanditha Gopal, advised Muthoot Microfin.

Khaitan & Co has advised Zuari Global on its 50.50 joint venture, through its subsidiary Indian Furniture Products, with Fabryki Mebli “Forte” to form a company which will manufacture and sell furniture and furniture-related products. Zuari Global, formerly Zuari Industries, has been the principal promoter for the Zuari Group, which forays into fertilizer, seeds, engineering, lifestyle industries and services. Besides growing the fertilizer business of the group into one of India’s leading fertilizer conglomerates, it has a substantial presence in the areas of pesticides, financial services, RTA furniture and oiltanking, through several subsidiaries and joint ventures. Partner Ashwin Bishnoi led the transaction.

Khaitan & Co has also advised Tech-Pro and its Indian subsidiary Tech-Pro Staffing on the 100 percent stake sale, on a slump sale basis, of Tech-Pro to Artech Information Systems, specifically the transfer of Tech-Pro Staffing’s business to Artech Infosystems. Tech-Pro provides contract IT and engineering consultants to major companies, healthcare systems and government agencies. Associate partner Pooja Patel, supported by associate director Vinita Krishnan and associate partner Anshul Prakash, led the transaction.

Luthra & Luthra has acted for Altico Capital India on the financing, by way of subscription to unlisted, secured, redeemable, non-convertible debentures of up to Rs4.75 billion (US$70.5m), to Vatika (flagship of Vatika group) and Vatika One India Next (part of Vatika group), to construct and develop real estate projects. Although treated as separate financings with separate set of debenture documents, both issuances were secured by a common security package and involved extensive cross-linkages between the two issuances by the two issuers. Being operating companies, the issuers have availed several loans and had incurred financial indebtedness in several forms, including in relation to the real estate projects financed by way of issuance of non-convertible debentures. Hence, the transaction and the documentation had to be structured to ring fence the security to real estate projects being funded. Partners Aniket Sengupta, Karan Mitroo and Anshul Jain led the transaction.

Luthra & Luthra has also represented Axiscades Aerospace and Technologies before a division of the Delhi High Court on the repeated issuance and withdrawal of the tenders for the procurement of Bird Detection and Monitoring Systems (BDMRS) for use by the Indian Air Force (IAF). These systems were to be deployed by the IAF to track bird movements and avoid life risks to pilot crew and passengers due to bird strikes with the aircrafts. The case highlights how the Ministry of Defence, despite overwhelming evidence of a dire need of BDMRS, has failed to procure the radars for over seven years now. Almost 10 percent of all accidents in recent times are attributable to bird strikes; the implementation of BDMRS could have helped avoid a large number of these accidents. The petitioner was the lowest bidder in the tender, which was subsequently withdrawn without any reason. The Court issued a notice in a civil writ petition against the Ministry of Defence. Partner Anirban Bhattacharya led the transaction.

Paul, Weiss has represented Temasek Holdings on its investment in a Series A financing round of Koubei, a China online-to-offline local services platform created in 2015 as a joint venture between Alibaba and its online financial affiliate, Ant Financial. Temasek joined Silver Lake, CDH Investments, Yunfeng Capital and Primavera Capital, among others, in the US$1.1 billion funding round. Corporate partner Jeanette Chan led the transaction.

Shardul Amarchand Mangaldas & Co has advised NewsCorp on the acquisition by Elara Technologies of a majority shareholding in Locon Solutions, coupled with a US$50 million and US$5 million investments by Australia’s REA Group and Softbank, respectively, into Elara. Singapore-based Elara is the parent entity operating the Proptiger.com and Makaan.com portals through its Indian subsidiaries. Locon operates the Housing.com portal. PropTiger.com and Housing.com are two of India’s leading online real estate service providers, and will together become India’s largest online real estate services company. National practice head (general corporate, M&A & private equity) partner Shuva Mandal led the transaction, which was valued at Rs3.8 billion (US$56.4m) and was completed on January 20, 2017. AZB & Partners, led by partners Srinath Dasari and Nanditha Gopal, advised Locon Solutions, Softbank and Nexus Venture Partners.

Shardul Amarchand Mangaldas & Co has also acted as Indian counsel for Zuari Cement, a subsidiary of Germany-incorporated Heidelberg Cement, on Heidelberg Cement’s Rs5 billion (US$74.2m) subscription to unlisted, unsecured rupee-denominated bonds issued by Zuari Cement. Standard Chartered Bank acted as the placement agent / arranger. Partner Shilpa Mankar Ahluwalia led the transaction, which closed on January 16, 2017.

Shearman & Sterling has advised the lenders and Korea Trade Insurance (K-Sure) on the financing of the US$545 million 200 MW Kalsel coal-fired independent power producer project, which will be built in South Kalimantan, on the Indonesian side of the island of Borneo. The project is financed with senior debt and equity bridge loans. The 20-year US$422 million senior debt will be divided into a US$401 million facility insured by K-Sure and an uncovered US$21 million facility from Korea Development Bank. The lenders for the K-sure-covered facility comprise a combination of development and commercial banks, including Korea Development Bank, BTMU, DBS, Mizuho, SMBC and HSBC. Adaro Energy, through its subsidiary Adaro Power, owns a 65 percent stake in the project company, Tanjung Power Indonesia, while Korea East-West Power owns the remaining 35 percent, through its subsidiary EWP Indonesia. The plant will be built under a build, own, operate and transfer concession for 25 years and benefits from a business viability guarantee letter from the Indonesian government. Singapore project development and finance partner Bill McCormack led the transaction.

Skadden has advised BNP Paribas, BOCI Asia, Citigroup, CITIC CLSA and CMB International as joint global coordinators and joint book-runners on Wisdom Education International Holdings’ HK$850 million (US$109.6m) IPO in Hong Kong. Trade in the shares commenced on January 26, 2017. Partners Christopher Betts and Will Cai led the transaction.

Sullivan & Cromwell (Hong Kong) is representing Aviva (UK) on its agreement with Hillhouse Capital (Hong Kong) and Tencent Holdings (China) to develop an insurance company in Hong Kong focused on digital insurance. As part of the agreement, Hillhouse and Tencent will acquire shares in Aviva Life Insurance (Hong Kong). Hong Kong corporate partners Chun Wei, Garth Bray and Kay Ian Ng are leading the transaction, which was announced on January 20, 2017.

Sullivan & Cromwell is also representing Alphabet company Verily Life Sciences (US) on its partnership with Temasek (Singapore), under which Temasek will invest US$800 million in Verily, in exchange for a minority stake in the company. Los Angeles corporate partner Alison Ressler, New York executive compensation and benefits partner Marc Treviño, Palo Alto IP partner Nader Mousavi and New York tax partner Andrew Mason are leading the transaction, which was announced on January 26, 2017.

Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised Ekuiti Nasional Berhad (Ekuinas) on the sale of its indirect stake in Icon Offshore and Orkim to UMW Oil & Gas. Ekuinas will divest 42.3 percent of its indirect stake in Icon for M$248.88 million (US$56.1m) via the issuance of new UMW shares, which will subsequently trigger a mandatory takeover offer for the remaining shares in Icon. UMW’s acquisition of shares in Icon and subsequent takeover offer will be a total consideration of approximately M$588 million (US$132.6m). Following the completion of the divestment, Ekuinas will hold 12.6 percent equity in UMW. Ekuinas will also divest 95.5 percent of its interest in Orkim for a total cash consideration of M$472.7 million (US$16.6m). Upon completion of the exercise, UMW will take on a recapitalisation exercise via a rights issue of approximately M$1.81 billion (US$408m), in which Ekuinas will invest up to M$550 million (US$124m), comprising its entitlement and application of excess rights shares. The total deal valuation, in consideration of Ekuinas’ divestment in Icon and Orkim, takeover offer of shares in ICON and rights issuance, will amount to approximately M$2.8 billion (US$631.2m). Partners Munir Abdul Aziz and Sue Wan Wong led the transaction.

WongPartnership is acting for ComfortDelGro on its acquisition of the remaining 49 percent stake in ComfortDelGro CabCharge from Cabcharge Australia for A$186 million (US$142m) in cash. Partner Vivien Yui is leading the transaction.

WongPartnership is also acting for Ascendas Real Estate Investment Trust on the proposed acquisition of DSO National Laboratories buildings and DNV GL Technology Centre located at 12, 14 & 16 Science Park Drive for S$420 million (US$296.35m) from Ascendas Land (Singapore). Partners Chan Sing Yee, Serene Soh and Tan Shao Tong are leading the transaction.

Deals – January 25, 2017

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Allen & Gledhill has advised Bank of Tokyo-Mitsubishi UFJ and United Overseas Bank, as original lenders, mandated lead arrangers and book-runners, on the up to S$2.83 billion (US$2b) term loan facilities to Wealthy Link to finance the acquisition of a land parcel at Central Boulevard, Singapore. Wealthy Link is a wholly-owned subsidiary of IOI Properties Group. Partners Lim Wei Ting and Ernest Teo led the transaction.

Allen & Gledhill has also advised Oversea-Chinese Banking Corp, Standard Chartered Bank, Bank of China Singapore Branch and DBS Bank, as original lenders and mandated lead arrangers, on the up to S$680 million (US$479.6m) term and revolving loan facilities to DBS Trustee, as trustee of OUE Commercial Real Estate Investment Trust. Partners Lim Wei Ting, Goh Ping Ying and Ernest Teo led the transaction.

AZB & Partners is advising FIH Mauritius Investments on its acquisition of 51 percent equity share capital of Saurashtra Freight. Partners Ashwin Ramanathan and Rishi Gautam are leading the transaction, which is valued at Rs2 billion (US$29.4m) and is yet to be completed.

AZB & Partners is also advising Max Ventures and Industries and its promoter group on the Rs1.2 billion (US$17.6m) acquisition by New York Life International Holdings of equity shares equivalent to 22.51 percent of the company’s share capital and the Rs296 million (US$4m) acquisition by the promoter group of convertible warrants equivalent to 4.76 percent of the company’s share capital on a fully diluted basis. Partners Anil Kasturi and Niladri Maulik are leading the transaction, which was signed on January 9, 2017 and is yet to be completed.

Clifford Chance, through its associated office in Jakarta, Linda Widyati & Partners, has advised Qatar-based energy company Nebras Power on the acquisition from Engie of 35.5 percent in Paiton Energy, Indonesia’s largest independent power provider. Paiton has more than 2,000MW installed capacity, representing four percent of Indonesia’s installed capacity. The firm also advised on the acquisition of a stake in the operations and maintenance company that runs Paiton. Jakarta partners Jeroen Koster and Arisia Pusponegoro led the transaction, which is one of the largest M&A deals in the market.

Clifford Chance is also advising Mondelēz International on the sale of most of its grocery business in Australia and New Zealand (excluding Philadelphia cream cheese) to Australia-listed Bega Cheese. The A$460 million (US$349m) sale will see Australian company Bega Cheese acquire the iconic VEGEMITE brand and other grocery brands, such as ZoOSh and Bonox, as well as several products that use the Kraft brand under licence. Bega Cheese will receive a licence to the Dairylea brand for use in Australia and New Zealand. Mondelēz is a global snacking powerhouse, with 2015 net revenues of approximately US$30 billion. It is a world leader in biscuits, chocolate, gum, candy and powdered beverages, with billion-dollar brands such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; and Trident gum. Partners Robert Crothers (London), Sarah Jones (New York) and Richard Graham and Dave Poddar (Sydney), supported by partner Vanessa Marsland (London), are leading the transaction.

Conyers Dill & Pearman has acted as Cayman Islands and BVI counsel to PF Group Holdings on its HK$75 million (US$9.7m) IPO of 500 million placing shares in Hong Kong. Through its subsidiaries, PF Group offers securities dealing and brokerage, margin financing, asset management, and placing and underwriting services to customers in Hong Kong. Hong Kong partner Richard Hall led the transaction, working alongside Robertsons.

Davis Polk has advised Sumitomo Mitsui Financial Group (SMFG) on its SEC-registered takedown offering of senior total loss-absorbing capacity (TLAC) notes, which consisted of US$750 million 2.846 percent senior notes due 2022, US$1.25 billion 3.446 percent senior notes due 2027 and US$250 million floating-rate senior notes due 2022. The notes are structured to count as TLAC when TLAC regulations are implemented in Japan. SMFG is the holding company for one of the three largest banking groups in Japan. Its wholly owned subsidiary, Sumitomo Mitsui Banking Corp, is one of the world’s largest commercial banks by assets. Partners Jon Gray and John Paton led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel for Sinolink Securities (HK), as sole sponsor, sole global coordinator and sole book-runner, on the HK$262 million (US$33.8m) listing of the shares of Morris Holdings in Hong Kong. The shares commenced trading on January 12, 2017. Morris is one of the top three Chinese upholstered sofa manufacturers, in terms of export value to the US in 2015. It sells a wide range of sofas and sofa covers to consumers in the US, Canada, the UK, Australia, Ireland and Korea. Partner Brian Ho led the transaction. Conyers Dill & Pearman, led by Hong Kong partner Bernadette Chen and working alongside Stevenson, Wong & Co, AllBright Law Offices, Mekong Law Group and Mei & Mark, acted as Cayman Islands and BVI counsel to Morris Holdings.

J Sagar Associates has acted as sole Indian counsel to Bharat Petroleum on the issue of US$600 million bonds by BPRL International Singapore under Bharat Petroleum’s US$2 billion medium term notes programme. The issue was guaranteed by Bharat Petroleum. The joint lead managers to the issue were Citibank, DBS, MUFG Securities, SBICAP and Standard Chartered. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.

J Sagar Associates has also acted as domestic counsel to the proposed IPO by PSP Projects. The book-running lead managers to the IPO are Karvy Investor Services and Motilal Oswal Investment Advisors. The IPO comprises of up to 10.08 million equity shares, consisting of a fresh issue of up to 7.2 million equity shares and an offer for sale of up to 2.88 million equity shares by the promoters and promoter group, namely Prahaladbhai Shivrambhai Patel, Shilpaben Patel, Pooja Patel and Sagar Patel. Joint managing partner Dina Wadia and partner Arka Mookerjee led the transaction.

Khaitan & Co has advised the Sarovar Hotels shareholders, consisting of New Vernon Private Equity, Bessemer Venture Partners Trust, Anil Madhok and Ajay Bakaya, on the acquisition by Louvre Hotels Group of a significant majority stake in Sarovar Hotels. Sarovar Hotels runs a hotel chain in India and is the third largest hotel chain with 70 hotels across India and overseas. It also launched the domestic brands Sarovar Premiere, Sarovar Portico and Hometel. Partner Haigreve Khaitan and associate partner Sameer Sah, supported by partners Kumar Saurabh Singh and Sanjay Sanghvi, led the transaction.

Khaitan & Co has also acted as sole domestic counsel to Mahindra & Mahindra Financial Services on the establishment of an MTN programme, for the issue of, inter alia, India rupee denominated bonds overseas. The foreign bonds issued pursuant to the MTN programme are proposed to be listed in Singapore. Headquartered in Mumbai, Mahindra & Mahindra Financial Services is one of India’s leading rural NBFC. It is among the top tractor financer in India and offers a wide range of financial products to address varied customer requirements. Executive director Sudhir Bassi and associate partner Manisha Shroff led the transaction.

Kirkland & Ellis is representing Bain Capital Private Equity on its acquisition of a majority stake in Daymon Worldwide from existing shareholders. Daymon Worldwide is a global leader of retail services whose expertise ranges from private brand development to strategy and branding, sourcing and logistics, retail merchandising services and consumer experience marketing. Hong Kong corporate partners Nicholas Norris, Gary Li, Amie Tang and Derek Poon, Chicago corporate partners Matthew O’Brien and Christopher Thomas, debt finance partners Michelle Kilkenney and Andrew Idrizovic, tax partner Mike Carew and employee benefits partners Melissa Grim and Alexandra Mihalas; and London anti-trust partners Sarah Jordan and Sally Southwell are leading the transaction, which was announced on January 18, 2017.

Latham & Watkins has advised Adani Ports and Special Economic Zone on the issuance of US$500 million 3.95 percent bonds due 2022. Adani Ports is India’s largest private developer and operator of ports and related infrastructure. It provides fully integrated marine, handling, storage and logistics services. Book-runners for the transaction were Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, Emirates NBD, SBI Holdings and Standard Chartered Bank. Singapore partner and India practice head Rajiv Gupta led the transaction.

Luthra & Luthra Law Offices has advised the Serendipity Arts Trust (SAT) on the ‘Serendipity Arts Festival’ (SAF), a cultural festival organised in Goa from December 16-23, 2016. SAT is an initiative undertaken by Sunil Kant Munjal, chairman of Hero Corporate Service. SAF is a first of its kind festival in India to celebrate the diversity in art with a special focus on performing, visual and culinary arts, curated by a panel of renowned professionals. SAT is expected to come up with the second edition of the festival at the end of 2017. SAF was organised by SAT as a unique social responsibility project to promote education, spread awareness, empower artists, reassert value in the arts, and revive interdisciplinary arts through collaborations between organisations, artists and audiences. Founder and managing partner Rajiv Luthra, supported by partners Kanchan Sinha and Nirupam Lodha, led the transaction.

Paul Hastings has represented Chinese education mobile app Xuebajun on its US$100 million Series C financing. China Merchants Capital and EasyCapital, a Shanghai-based Rmb fund focused on early investments in the technology, media and telecommunications sectors in China, led the financing round, while Anhui Xinhua Media, Trustbridge Partners, Qiming Venture Partners and Vertex Ventures China were among the investors. Corporate partner Nan Li led the transaction, which was announced on January 23, 2017.

Rajah & Tann Singapore is acting for QT Vascular on the settlement of the first tranche due of its 8 percent convertible bonds via the issuance of new shares amounting to approximately 11.3 percent of its existing share capital. QT Vascular designs, assembles and distributes advanced therapeutic solutions for the minimally invasive treatment of complex vascular diseases. Partner Danny Lim is leading the transaction.

Shardul Amarchand Mangaldas & Co is advising General Motors (Hong Kong) Investment on its acquisition of 9.2 percent shares from SAIC Motor HK Investment. The Competition Commission of India approved the proposed acquisition by General Motors (Hong Kong) of sole control of SAIC General Motors Investment from SAIC Motor. SAIC Motor is transferring all its shareholding in SAIC General Motors Investment to General Motors (Hong Kong) and completely exiting from the joint venture by way of the proposed transaction. Competition law partner Aparna Mehra, supported by equity partner Shweta Shroff Chopra, is leading the transaction, which was signed on December 1, 2016. AZB & Partners advised SAIC Motors HK Investment.

Sidley Austin has represented CICC as the underwriter on China Cinda’s H shares issuance. Beijing partner Mengyu Lu led the transaction, which was valued at approximately Rmb5.5 billion (US$802m).

Skadden has represented ChinaCache International Holdings, a leading provider of internet content and content delivery services, on obtaining the dismissal of the second amended complaint in a shareholder suit alleging that ChinaCache misled investors about the progress and functionality of its high-performance cache cloud project. ChinaCache brought a motion to dismiss, contending that there were no false statements made and, even if a statement was false, it was not made with the requisite knowledge or intent. The court agreed, ruling that the plaintiff did not allege “any false, actionable statements by ChinaCache”, and dismissed the case. Los Angeles partner Peter Morrison and Hong Kong partner Bradley Klein led the transaction.

Skadden has also represented defendants Jumei International Holding, a Chinese online beauty and apparel retailer, and respective underwriter defendants on securing a complete dismissal of a consolidated class action complaint, in which investors alleged that Jumei’s IPO registration statement and subsequent earnings report contained false and misleading statements. The defendants countered that certain claims were subject to the heightened pleading standard of FRCP 9(b), and that the claims fail even under the less-stringent FRCP 8 pleading rules, as the plaintiffs failed to allege an actionable misrepresentation or omission. New York securities litigation partners Scott Musoff and Robert Fumerton and Hong Kong partner Bradley Klein led the transaction.

Deals – January 18, 2017

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Ali Budiardjo, Nugroho, Reksodiputro is acting as independent counsel for Landesbank Baden-Wuerttemberg and Bias Petrasia Persada, subsidiary of Indonesia-listed Resources Alam Indonesia, on a facility agreement to purchase, from Global Hydro Energy, turbines which will be used to operate a hydropower plant in Citatih, West Java, Indonesia. Partner Freddy Karyadi is leading the transaction, which is valued at €2.13 million (US$2.27m).

Allen & Gledhill has advised Oversea-Chinese Banking Corporation (OCBC) and Red Sail on the establishment by Red Sail of a US$10 billion global covered bond programme, unconditionally and irrevocably guaranteed by Red Sail, as covered bond guarantor. The programme was jointly arranged by Barclays Bank Singapore Branch, Credit Agricole Corporate and Investment Bank Singapore Branch and OCBC. Partners Margaret Chin, Magdalene Leong, Andrew Chan, Hoo Sheau Farn, Francis Mok, Evan Lam, Alexander Yap, Sunit Chhabra and Glenn David Foo led the transaction.

Ashurst has acted for PTT Trading, the trading arm of Thailand’s leading state-owned energy firm PTT, as buyer on a five-year US$600 million oil-backed contract with PetroEcuador, Ecuador’s state-run oil company. The firm has also acted for PTT Trading on its first US$2.5 billion oil-backed contract with PetroEcuador in July 2015. Jean Woo, supported by partner Philip Thomson, led the transaction.

AZB & Partners is advising Locon Solutions (operator of online portals www.housing.co.in and www.housing.com), Softbank and Nexus Venture Partners on the acquisition for approximately Rs3.8 billion (US$56m) by Elara Technologies of a majority share capital of Locon from its existing non-resident investors. Partners Srinath Dasari and Nanditha Gopal are leading the transaction, which was signed on January 10, 2017 and is yet to be completed.

AZB & Partners has also represented Zumrut Investments and GS Logistics Holdings on their sale of a sizeable minority stake in TVS Logistics to CDPQ and others. Partners Vaidhyanadhan Iyer and Ashwin Ramanathan led the transaction, which was valued at Rs10 billion (US$147m) and was completed on January 11, 2017.

Hadef & Partners has acted as UAE counsel for the sponsors on the Hassyan clean coal power project in Dubai. One of the largest project finance deals in the UAE and the region, this independent power project is to be fuelled by clean coal that will be shipped to the Hassyan site. It is a 2,400MW IPP, with US$3.4 billion financing, of which there is US$2.48 billion worth of debt. This is a pioneering project for the UAE and provides diversity of power supply, in contrast to gas solar and nuclear energy. The Hassyan clean coal power project is the first IPP to utilise coal. Currently all other IPPs in the UAE are gas, solar or nuclear powered. Head of banking parnter Alan Rodgers, assisted by partner Valeria Lysenko, led the transaction, which closed in December 2016.

J Sagar Associates has advised RGAM Investment Advisors, a wholly-owned subsidiary of Religare Enterprises, on the divestment of its entire stake in its wholly-owned subsidiary Cerestra Advisers to Cayman Islands-registered TCP Cerestra, India-registered Cerestra Managers and India-registered Elephant India Finance, the investment arm of the controlling shareholders at consumer goods maker Dabur. Partner Lalit Kumar led the transaction, which is expected to be closed by February 28, 2017, following receipt of all required regulatory approvals. Elephant Finance was represented by AZB & Partners while TCP and Ceretsra Managers were represented by Naveen Goel Law Offices.

Khaitan & Co has advised LiquidHub, a portfolio company of ChrysCapital Advisors, on its acquisition of a 77.6 percent stake in Annik Technology Services. LiquidHub is a customer engagement company that partners with businesses to improve customer experience and drive growth. Headquartered in Philadelphia and with operations in North America, Asia and Europe, it serves companies globally, helping them solve their most complex challenges through design expertise and technology innovation. Partner Joyjyoti Misra, supported by executive director Daksha Baxi, led the transaction.

Khaitan & Co has also acted as Indian counsel to the consortium of lenders, including Citibank, ICICI Bank, Axis Bank, Kotak Mahindra Bank, The Bank of Tokyo-Mitsubishi UFJ and HSBC, on a term loan facility of £385 million (US$475m) provided to Accord Healthcare for the acquisition of Actavis UK and Actavis Ireland, including the manufacturing unit at Barnstaple. The facility availed by Accord was primarily supported by a pledge of shares of Accord by Intas Pharmaceuticals, a corporate guarantee by Intas and assignment of shareholder’s loan from Intas to Accord in favour of the lenders. Simultaneously, the firm advised the consortium on an external commercial borrowing facility of €260 million (US$277.7m) provided to Intas for onward lending to Accord to partially finance the acquisition. Such facility was secured by way of charge over the entire movable and current assets of Intas, mortgage over certain immovable properties of Intas and charge over major brands of Intas. The transaction is part of the European Commission’s anti-trust divestiture requirements arising from Teva Pharmaceutical Industries’ acquisition of Allergan’s generics business. Partner Devidas Banerji led the transaction, which was one of the largest acquisitions offshore by a company in the pharmaceutical sector.

MinterEllison has acted as Australian counsel to Japanese heavy machinery manufacturer Hitachi Construction Machinery on its acquisition of H-E Parts International and H-E Parts Australian Holdings. The two companies provide solution services to the mining, quarrying, heavy construction and materials processing. They develop, manufacture, sell and repair aftermarket parts for mining and construction machines in Australia, USA and other markets. Headquartered in Japan with over 20,000 staff globally, Hitachi is a leading manufacturer of construction and mining equipment and markets its products worldwide through a global network of company-owned independent retailers. Hitachi manufactures hydraulic excavators of all sizes, as well as rigid frame mining dump trucks and a wide range of wheel loaders. Partner Geraldine Johns‐Putra (corporate M&A), supported by partners Alberto Colla (corporate M&A) and Geoff Carter (competition), led the transaction, which was valued at A$284.2 million (US$214.4m) and was completed on December 21, 2016. Mori Hamada & Matsumoto and Locke Lord acted as Japan and US counsel, respectively, to Hitachi. Kirkland & Ellis and HWL Ebsworth acted as US and Australia counsel, respectively, to H-E Parts International and H-E Parts Australian Holdings.

Rajah & Tann Singapore is acting for CDH Investments on the purchase of Tembusu Growth Fund II’s entire 36 percent stake in Ednovation, including new shares in Ednovation, to obtain a majority stake. CDH Investments is one of the largest alternative asset management institutions in China. Partners Lim Wee Hann and Celeste Lee are leading the transaction.

Rajah & Tann Singapore is also advising Singapore-listed Sunmart Holdings on the exit offer by Sun Bingzhong, Sunmart’s executive chairman and chief executive, on its voluntary delisting in Singapore. Based on the offer price of S$0.07 (US$0.05) per share, the group is valued at approximately S$28.14 million (US$19.8m). The group produces and sells spray products, such as spray pumps, aluminium cans and plastic bottles, that are used in the packaging of fast-moving consumer goods, pharmaceutical products and health supplements. Partner Danny Lim is leading the transaction, which is yet to be completed.

Shardul Amarchand Mangaldas & Co has advised Nidec on its acquisition of sole control over select businesses of Emerson Electric. The Competition Commission of India approved the proposed acquisition of Emerson Electric’s motors, drives and electric power generation businesses, which are currently conducted under the brand names Leroy-Somer Electric Power Generation, Leroy-Somer Motors & Drives, Control Techniques and Kato Engineering. Partners Aparna Mehra and Shuva Mandal (national practice head-general corporate, M&A and private equity) led the transaction, which was valued at approximately US$1.2 billion. Sidley Austin acted as Nidec’s global counsel while Davis Polk & Wardwell acted as global counsel for Emerson Electric.

Simmons & Simmons has advised Gangtai Group, a leading privately owned conglomerate from China, on the acquisition of an 85 percent stake of Buccellati Holding Italia, a prestigious Italian luxury jewellery brand with close to 100 years of history. The equity value of the transaction is approximately €230 million (US$245.6m). On December 23, 2016, Gansu Gangtai Holding (Group), a controlled subsidiary of Shanghai-listed Gangtai Group, announced a plan to inject the Buccellati business into Gangtai Holding. The transaction, which is still subject to conditions precedent, will introduce Buccellati into one of the most important Chinese groups in the jewellery business with a plan to expand the brand globally. Partners Dario Spinella (Milan) and Eric Lin (Beijing) led the transaction.

Simpson Thacher is representing Kohlberg Kravis Roberts (KKR) on the planned tender offer by its affiliate, HK Holdings, to obtain up to 100 percent of the issued and outstanding common shares of Hitachi Koki. In connection with the tender offer, KKR has entered into a tender agreement with Hitachi and Hitachi Urban Investment (HUI), pursuant to which Hitachi and HUI have agreed, subject to certain conditions, to tender their approximately 40.25 percent and 10.9 percent holdings, respectively, of Hitachi Koki’s common shares. The planned offer price and other transaction terms value Hitachi Koki at approximately ¥147.1 billion (US$1.3b). The commencement of the tender offer is subject to the fulfilment of certain regulatory approvals and other conditions. Partner David Sneider is leading the transaction.

Sullivan & Cromwell is representing Lazard as financial adviser to Ariad Pharmaceuticals (US) on its definitive agreement to be acquired by Takeda Pharmaceutical (Japan) for a total enterprise value of US$5.2 billion. New York corporate partner Keith Pagnani is leading the transaction, which was announced on January 9, 2017.

White & Case has advised Saudi Arabian Oil Company (Saudi Aramco) on its joint venture development agreement with Pertamina (Persero), Indonesia’s state-owned oil and gas company, for the approximately US$5 billion upgrade of the Cilacap refinery in Indonesia. The agreement was signed on December 22, 2016 between Saudi Aramco President and CEO Amin Nasser and Pertamina President-Director and CEO Dwi Soetjipto, detailing the framework for moving the project to the next phase of development. This followed the heads of agreement signed in November 2015. Located in central Java, the Cilacap refinery forms part of Pertamina’s Refinery Development Master Plan. Once the upgrade is completed, the refinery is expected to have the capacity to process 400,000 barrels of crude oil per day. It is designed to process Arabian crude to be provided by Saudi Aramco and to yield refined products that meet Euro V specifications, basic petrochemicals and Group II base oil for lubricants. Partners Steve Payne (Singapore) and Saul Daniel (London) led the transaction.

Deals – January 11, 2017

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AZB & Partners has advised SIMI Pacific II, an affiliate of SoftBank Group, on its acquisition of an additional stake in Locon Solutions, taking the total shareholding in the company to over 42 percent. Locon Solutions operates online portals housing.co.in and housing.com. Partners Srinath Dasari and Nanditha Gopal led the transaction, which was valued at Rs341 million (US$5m) and was completed on November 9, 2016.

AZB & Partners has also advised Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden, a Sebi-registered foreign portfolio investor, on its acquisition of Yes Bank’s senior rated listed unsecured redeemable non-convertible debentures. Partners Gautam Saha and Amrita Patnaik led the transaction, which was valued at Rs3.3 billion (US$48.4m) and was completed on December 31, 2016.

Colin Ng & Partners has represented Ong Bee Chew, Neo Guat Leng and Ong Zhi Jie on their defence in a claim involving allegations of misrepresentation, breach of fiduciary duties, breach of trust, undue influence, conspiracy by unlawful means and minority oppression under the Companies Act. After a protracted trial lasting more than 16 days, the High Court dismissed the claim against Ong and his family in its entirety with costs. See Tow Soo Ling, deputy head of the dispute resolution practice group, led the transaction.

Cyril Amarchand Mangaldas has advised Zydus Healthcare, a Zydus Cadila Group company, on the acquisition of six brands, along with associated rights, from Merck subsidiaries, including Organon (India), Merck Sharp & Dohme (Netherlands) and MSD International Holding (Switzerland). The brands acquired, namely Deca-Durabolin, Durabolin, Sustanon, Multiload, Sicastat and Axeten, fall in the men’s and women’s health, wound management and cardiovascular therapy segments. Mumbai corporate partner Smruti Shah, supported by competition law partner Anshuman Sakle, led the transaction, which was completed on December 28, 2016.

Khaitan & Co has advised Everstone Capital Asia on the primary and secondary acquisition of shares of Rubicon Research India for approximately US$32 million. The secondary acquisition involved Everstone’s purchase of shares from two Kotak domestic entities (Kotak Employees Investment Trust and Kotak India Venture Fund I) and offshore entity Kotak India Venture (Offshore) Fund. Partner Bhavik Narsana and associate partner Vineet Shingal, assisted by partners Kumar Saurabh Singh, Abhishek Sharma and Adheesh Nargolkar, led the transaction.

Khaitan & Co has also acted as sole domestic counsel to Mahindra & Mahindra Financial Services on the establishment of the MTN programme for the issue of, inter alia, India rupee denominated bonds overseas for approximately US$734.6 million. The foreign bonds issued pursuant to the programme are proposed to be listed in Singapore. Mahindra & Mahindra Financial Services is one of India’s leading rural NBFC headquartered in Mumbai. It is among the top tractor financer in India and offers a wide range of financial products to address varied customer requirements. Executive director Sudhir Bassi and associate partner Manisha Shroff led the transaction.

Kirkland & Ellis is representing Citic, Citic Capital Holdings and The Carlyle Group on the formation of a partnership and company that will act as the master franchisee responsible for McDonald’s businesses in mainland China and Hong Kong for 20 years. The new company will become the largest McDonald’s franchisee outside the US. The total consideration payable by the new company to acquire McDonald’s mainland China and Hong Kong business is up to US$2.08 billion, which will be settled by cash and new shares in the company issued to McDonald’s. After completion of the transaction, Citic and Citic Capital will have a controlling stake of 52 percent, while Carlyle and McDonald’s will have interests of 28 percent and 20 percent, respectively. Hong Kong corporate partners Jesse Sheley, Pierre Arsenault and Xiaoxi Lin and Chicago technology and IP transactions partner Jeffery Norman led the transaction.

Norton Rose Fulbright has advised CCB International on its purchase of US$9.28 million and US$6.19 million convertible bonds issued by Pa Shun Pharmaceutical International Holdings and the US$13 million note issued by Common Splendor International Health Industry Group. CCB International is an investment services flagship, which is indirectly and wholly-owned by China Construction Bank‎. The gross proceeds and net proceeds from the issue of the convertible bonds are US$15.5 million and approximately US$14.6 million, respectively. Hong Kong corporate partner Terence Lau, assisted by US securities partner Harold Tin and Hong Kong banking partner Davide Barzilai, led the transaction.

Norton Rose Fulbright has also advised a syndicate of nine international banks on the US$684.5 million non-recourse project loan facility to BW Gas JuJu LNG, a joint venture between BW Group and Marubeni. The facility is for the refinancing of existing credit facilities of eight LNG tankers on charter to Nigeria LNG. The syndicate was led by Standard Chartered Bank Singapore Branch, as coordinator, and comprised of a strong European bank contingent (Standard Chartered Bank, DVB Bank SE, Societe Generale, ING Bank, Danske Bank, BNP Paribas and Credit Industriel et Commercial), as well as lenders from Singapore (Clifford Capital) and Korea (The Korea Development Bank). Singapore partner Ben Rose, assisted by partners Robert Driver and Colin Rice, led the transaction. BW Gas JuJu LNG was represented by Watson Farley & Williams in Hong Kong.

Rajah & Tann Singapore is acting for SAC Capital as financial adviser, placement agent and sponsor to Singapore-listed LH Group on the reverse takeover of the company via the acquisition of Pacific Star Development for S$140 million (US$97.6m). A premier property developer in South-East Asia, the Pacific Star group develops luxury projects in prime locations in major city centres and/or unique locations, such as waterfront marinas, leisure and hospitality projects in popular vacation destinations, and resort retirement communities. Partner Danny Lim is leading the transaction.

Rajah & Tann Singapore is also acting for Singapore-listed Sunmart Holdings on the exit offer by its executive chairman and CEO Sun Bingzhong in connection with the company’s voluntary delisting from Singapore. Sunmart and its subsidiaries produce and sell spray products, such as spray pumps, aluminium cans and plastic bottles that are used in the packaging of fast-moving consumer goods, pharmaceutical products and health supplements. Partner Danny Lim is also leading the transaction.

Shearman & Sterling is advising Golden Meditech on the sale of its stake in China Cord Blood for US$830 million. Hong Kong-listed Golden Meditech is a leading integrated healthcare company engaged in the development, manufacture, sales and distribution of blood-related medical devices and hospital management in China. New York-listed China Cord Blood is a leading provider of cord blood processing and storage services and is also the largest cord blood banking operator in China. M&A partner Paul Strecker (London/Hong Kong) is leading the transaction, which is expected to complete by the first quarter of 2017.

Sullivan & Cromwell is representing China Mengniu Dairy on its acquisition of a 16.7 percent stake and subsequent mandatory cash offer for China Modern Dairy Holdings. The total value of the acquisition and the cash offer is US$1.07 billion. Corporate partners Gwen Wong (Beijing) and Kay Ian Ng (Hong Kong) are leading the transaction, which was announced on January 4, 2017 and is yet to be completed.


 

Deals – January 4, 2017

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Ali Budiardjo, Nugroho, Reksodiputro has represented Mitsui and Fujimori Kogyo on their joint indirect acquisition of Indonesia-listed Champion Pacific Indonesia. Mitsui and Fujimori first acquired Kingsford Holdings, which owns 79.42 percent of Champion Indonesia’s shares. The transaction involves mandatory tender offer of Champion Indonesia shares. Partners Luky Walalangi and Freddy Karyadi led the transaction.

AZB & Partners is acting as Indian counsel to microfinance company Sonata Finance on the acquisition by Triodos SICAV II — Triodos Microfinance Fund, Triodos Custody and Societe De Promotion Et De Participation Pour La Cooperation Economique of more than 30 percent equity shares of Sonata from Micheal and Susan Dell Foundation, Caspian Impact Investment Adviser and India Financial Inclusion Fund. Partners Srinath Dasari and Nanditha Gopal are leading the transaction, which is valued at Rs857 million (US$12.53m) and is yet to be completed.

AZB & Partners is also acting as Indian counsel to Fairfax India Holdings on the acquisition of equity shares in Fairfax by investors, including OMERS and parent company Fairfax Financial Holdings. Partners Ashwin Ramanathan, Ravi Prakash, Aditya Singh Chandel and Bhavi Sanghvi are leading the transaction, which is valued at Rs33.9 billion (US$495.8m) and is yet to be completed.

Davis Polk has advised the underwriters on a €700 million (US$725.2m) 1.871 percent Regulation S bond offering by CNRC Capital, an indirectly wholly-owned subsidiary of China National Chemical. The bonds are guaranteed by China National Chemical, the largest chemical company in China and the third-largest chemical company globally. Among other subsidiaries, China National Chemical owns controlling interest in seven listed companies and seven overseas operating subgroups. Its subsidiaries include Pirelli, Bluestar Adisseo, ADAMA Agricultural Solutions and Elkem. Partners William Barron and Paul Chow led the transaction.

Davis Polk has also advised the joint lead managers on the Regulation S offering by China Railway Construction of Rmb3.45 billion (US$495.8m) US$-settled 1.5 percent H share convertible bonds due 2021. Dual-listed in Hong Kong and Shanghai, China Railway Construction is one of the largest global construction companies. The group provides a full range of services, including construction, survey, design and consultancy for large construction and infrastructure developments, with a particular focus on railways. Partners James Lin and Paul Chow led the transaction.

J Sagar Associates has represented the Federation of Indian Airlines and airlines Indigo, GoAir and Spice Jet on a petition before the Bombay High Court challenging the imposition of royalty by the Mumbai International Airport on food and beverages sold on board the petitioner airlines. On its judgment dated September 2, 2016, a division of the Bombay High Court struck down the levy as being ultra vires the Airports Authority of India Act 1994 and illegal, null and void. Partners Farhad Sorabjee and Poonam Verma led the transaction.

J Sagar Associates has also represented Reliance Infrastructure on the agreement to sell 100 percent of its Western Region System Strengthening Scheme electricity transmission business and assets, having an enterprise value of approximately Rs10 billion (US$146.2m), to Adani Transmission. Joint managing partner Dina Wadia and partner Manav Raheja led the transaction. Adani Transmission was represented by Cyril Amarchand Mangaldas.

K Law is advising Prabha Energy and its promoter Deep Industries on the proposed primary capital investment by Tridevi Capital Partners (I) in Prabha Energy. The investment shall be made through subscription of compulsorily convertible debentures, which shall represent 40 percent equity stake in Prabha Energy on fully diluted basis upon conversion in equity shares, for cash consideration of US$20 million, with total valuation of Prabha Energy at US$50 million. This investment is possibly the first private equity investment in the coal bed methane sector and also the first project-based investment in the oil and gas sector in India. Partner Milind Jha is leading the transaction, which was signed on December 19, 2016 and is yet to be completed, subject to the fulfillment of customary conditions precedent. Krishnamurthy & Co also advised Prabha Energy. Luthra & Luthra, led by partner Kanchan Sinha and supported by partners Anshul Jain, Lokesh Shah, JP Singh and GR Bhatia, advised Tridevi Capital.

Khaitan & Co has advised 3M Cogent on the Indian leg of the US$850 million sale of its identity management business in various countries, including India, to Gemalto. A wholly-owned subsidiary of 3M, 3M Cogent offers biometrics and identity management systems, including fingerprint scanners, AFIS systems, live scan devices, iris capture devices, facial recognition and supporting software. Associate partner Anshul Prakash led the transaction.

Khaitan & Co has also advised Temasek Holdings on its acquisition of 1.95 percent stake in SBI Life Insurance for Rs8.97 billion (US$131.2m). Temasek is an investment company headquartered in Singapore and owned by Singapore’s Minister of Finance with a portfolio of S$242 billion (US$17b) as of March 2016. Partner Aakash Choubey, supported by partners Avaantika Kakkar and Bijal Ajinkya, led the transaction.

Luthra & Luthra has advised Emerson Electric, a global manufacturing and technology company, on a global carve-out exercise, leading up to Emerson’s US$4 billion multi-jurisdictional sale of its network power business across more than 60 global jurisdictions to Platinum Equity. The transaction, which closed on November 30, 2016, marks a major milestone in Emerson’s strategic portfolio repositioning. The sale of the network power business is part of Emerson’s plan to streamline the group and create opportunities for long-term growth and drive value for shareholders. Partner Vikrant Kumar, supported by partners Lokesh Shah, JP Singh, Anshul Jain and Vaibhav Suri, led the transaction, working very closely with Baker & McKenzie as international counsel.

Luthra & Luthra has also represented Percept Advertising on securing a favourable judgment in an arbitration matter against Unique Identification Authority of India (UIDAI) on the non-payment of dues by UIDAI for an advertising activity undertaken by Percept Advertising. The arbitrator awarded the entire amount, along with interest at six percent per annum, claimed by Percept Advertising. Partner Venancio D’Costa led the transaction.

Maples and Calder (Hong Kong) has acted as BVI counsel to Gaoxin International Investment on its issue of US$200 million 5.9 percent guaranteed bonds due 2019. The bonds, which are unconditionally and irrevocably guaranteed by Hong Kong Huida Investment Group, with the benefit of a keepwell deed and a deed of equity interest purchase and investment undertaking provided by Xuzhou Hi-Tech Industrial Development Zone State Asset Management. The group was established in 2006 and is the sole investment and financing platform for infrastructure investment, construction and redevelopment of shantytowns in the Xuzhou Hi-Tech Industrial Development Zone. Partner Derrick Kan led the transaction while Latham & Watkins and Jiangsu Yonglun Law Firm acted as English and PRC counsel, respectively. Davis Polk & Wardwell and Jingtian & Gongcheng acted as English and PRC counsel, respectively, to the joint lead managers.

MinterEllison has advised Forager Funds Management and Perpetual on the listing in Australia of the Forager Australian Shares Fund, which commenced trading on December 16, 2016. It is the third largest listed investment trust with an equities-based investment strategy and the only one listed this year. Prior to the listing, the Forager Australian Shares Fund operated as an open-ended unlisted fund for the past seven years. Forager Funds Management is a boutique fund manager managing international and Australian funds on behalf of long term investors. Perpetual is an independent and diversified financial services group providing specialised investment management, wealth advice and corporate trustee services. Partner Stuart Johnson led the transaction, which was valued at A$145 million (US$104.56m).

MinterEllison has also advised the GPT Wholesale Office Fund (GWOF) on its A$284 million (US$205.4m) acquisition on a one-third interest in One One One Eagle Street, Brisbane, Queensland from a wholly-owned subsidiary of the Abu Dhabi Investment Authority (ADIA). The transaction, which was completed on December 15, 2016, is Queensland’s largest commercial property transaction for 2016. It makes GWOF a two-thirds owner of one of Brisbane’s most iconic premium-grade buildings, valued at approximately A$850 million (US$614.7m). The GPT Group is one of Australia’s largest diversified listed property groups. GPT is among the top 40 stocks in Australia by market capitalisation and has A$19.7 billion (US$14.2b) assets under management. Partner Adrian Rich (real estate), supported by partners Virginia Briggs (real estate) and Nathan Deveson (tax), led the transaction.

Paul Hastings has represented HNA Holdings Group, a Chinese conglomerate involved in aviation, real estate, financial services, tourism and logistics, on its approximately US$137 million acquisition of the Oki Seattle Golf Course Portfolio (Oki Golf). HNA and affiliates of Oki Golf additionally entered into a lease agreement, under which the lessee will lease and operate the golf courses for five years. The eight golf courses in Oki Golf’s portfolio, including The Plateau Club in Sammamish, will provide a total of 180 golf holes with clubhouses and various amenities and will cover 1,887.32 acres. Partners David Blumenfeld and Paul Guan led the transaction, which was announced on December 20, 2016.

Shardul Amarchand Mangaldas & Co has represented Ashok Leyland and Hinduja Foundries before the Competition Commission of India on obtaining unconditional approval for amalgamation of Hinduja into Ashok under a scheme of arrangement. Both companies are part of the Hinduja Group. Partner Aparna Mehra led the transaction, which was signed on September 14, 2016 and is expected to close in the third quarter of 2017.

Shearman & Sterling has advised State Grid, the largest Chinese state-owned enterprise, as the preferred strategic investor on the acquisition of a 24 percent interest in Independent Power Transmission Operator, a wholly-owned subsidiary of Greece’s state-owned Public Power. The signing ceremony was held in Athens, Greece on December 16, 2016. The transaction represents China’s second-largest investment in Greece in recent months. Public Power is the biggest power and electricity producer in Greece and engages in the generation, transmission and distribution of electricity, holding assets in lignite mines, power generation, transmission and distribution. Partners Sean Wang (Beijing/Hong Kong-project development and finance), George Karafotias (London-M&A) and Stephen Mavroghenis (Brussels-antitrust) led the transaction.

Sullivan & Cromwell is representing Lazard Freres KK as financial adviser to Sumitomo Dainippon Pharma on its agreement to acquire Tolero Pharmaceuticals (US) through a US holding company wholly-owned by Sumitomo Dainippon Pharma. Corporate partners Keith Pagnani (New York) and Keiji Hatano (Tokyo) are leading the transaction, which was announced on December 21, 2016 and is yet to be completed.

White & Case has advised a group of Chinese banks on facilities with a total commitment of around US$2.63 billion for a consortium led by Apex Technology, PAG and Legend Capital Management. The facilities support the consortium’s acquisition of Lexmark International, a US-incorporated printer and software manufacturer. Lexmark was acquired for US$40.50 per share in an all-cash transaction with an enterprise value of approximately US$4 billion. The acquisition closed on November 28, 2016. Apex Technology designs, manufactures and markets inkjet and laser cartridge components and is the largest manufacturer and solution provider for the global aftermarket imaging supplies market. The company is headquartered in Zhuhai, Guangdong, China. The firm advised China Citic Bank as global coordinator, administrative agent, collateral agent and, together with China Citic Bank International, The Export-Import Bank of China and Bank of China, as joint mandated lead arrangers, and a group of lenders and account banks comprising international and Chinese branches of the mandated lead arrangers. Partners David Li (Beijing) and Joseph Brazil (New York), supported by partners John Shum (Singapore), Francis Zou (New York), Ray Simon (New York) and Chang-Do Gong (New York), led the transaction.


 

Deals – December 20, 2016

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Allen & Gledhill has advised DBS Bank as original lender and facility agent and United Overseas Bank as original lender and security trustee on the S$579.2 million (US$399.6m) facility agreement entered into by Summervale Properties. The firm also advised DBS and Perpetual (Asia) on the issue of S$156.4 million (US$108m) secured fixed rate Class A notes due 2021 and S$140 million (US$96.6m) secured fixed rate Class B notes due 2023 by Summervale. On the issuance of the notes, DBS was appointed lead manager while Perpetual (Asia) was appointed paying agent, calculation agent, transfer agent, registrar, escrow agent, notes trustee and notes security trustee. The facility agreement and the notes are part of City Developments’ third “profit participating securities” transaction which facilitated the exit of its entire interest in Summervale, which owns Nouvel 18 in Singapore. Partners Jafe Ng, Ong Kangxin, Margaret Chin, Magdalene Leong, Daselin Ang and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Ascendas Land (Singapore), a wholly-owned subsidiary of Ascendas-Singbridge, on the S$420 million (US$290m) divestment of its leasehold interest in 12, 14 and 16 Science Park Drive in Singapore to Ascendas Real Estate Investment Trust, via a put and call option agreement. Partners Eudora Tan and Shalene Jin led the transaction.

Ashurst has advised the syndicate of lenders on the more than US$4 billion facility arranged by the Industrial and Commercial Bank of China for the construction of the Caculo Cabaca hydroelectric power project. With an installed capacity of more than 2,100 MW, the project is a key part of the phased water resource development projects on the Kwanza river and is expected to significantly contribute to the power supply security of Angola and nearby countries. The project’s construction will be undertaken by a consortium led by China Gezhouba Group and Boreal Investments. Banking partner Chen Chin Chuan led the transaction.

Ashurst, working with its associated Indonesian firm Oentoeng Suria & Partners, has also acted as global and Indonesian counsel to Japanese trading house Mitsui on its acquisition of a minority stake in Global Ecommerce Indonesia (GEI) over a 12-month period. This is part of US$100 million equity financing raised for GEI, led by Mitsui with participation from new and existing investors, where Mitsui will purchase a stake of approximately 10 percent in GEI. GEI runs MatahariMall, a digital retailing platform that went live in September last year. This investment will allow Mitsui to gain a foothold in Indonesia’s fast-growing e-commerce market, and the funding will go toward stepping up MatahariMall’s advertising and marketing and enhancing its systems. Indonesian conglomerate Lippo Group controls GEI and, in addition to the online platform, runs 150 Matahari department stores in the country. The chain enjoys wide name recognition and MatahariMall has become a top-ranking Indonesian online retailing site. Partner Ratih (Ipop) Nawangsari led the transaction.

AZB & Partners has acted as Indian counsel to UBS Securities India as the sole placement agent on the sale of IDFC Bank’s equity shares held by Sipadan Investments (Mauritius). Partner Varoon Chandra led the transaction, which was valued at Rs5.5 billion (US$81m) and was completed on December 1, 2016.

AZB & Partners is also advising Value Line, an affiliate of KKR Asian Fund II, on its acquisition of SBI Life Insurance’s equity shares, constituting 1.95 percent of the issued and paid-up share capital of SBI, from SBI. Partner Darshika Kothari is leading the transaction, which was valued at Rs8.97 billion (US$132m) and is yet to be completed.

Conyers Dill & Pearman has acted as Cayman Islands and BVI counsel to Food Wise Holdings on its HK$100 million (US$12.9m) global offering of 50 million common shares in Hong Kong. Through its subsidiaries, Food Wise Holdings operates the largest Vietnamese-style restaurant chain in Hong Kong, consisting of 20 restaurants in 14 of the 18 districts in Hong Kong. Hong Kong partner Richard Hall led the transaction, working alongside Robertsons.

Khaitan & Co has advised Temasek Holdings on its acquisition of a 1.95 percent stake in SBI Life Insurance for Rs8.97 billion (US$132.2m). Incorporated in 1974, Temasek is an investment company headquartered in Singapore and owned by the Minister of Finance Singapore, with a portfolio of S$242 billion (US$167m) as of March 2016. Partner Aakash Choubey, assisted by partners Avaantika Kakkar and Bijal Ajinkya, led the transaction.

Khaitan & Co has also advised Minex Metallurgical on the acquisition by Elkem AS Netherland, through its Indian subsidiary Elkem South Asia, of Minex’s iron foundry alloy business, including the Hingna plant, its sales and marketing organization, its distribution network across India as well as the R&D facility at Hingna. Minex is one of India’s foremost special alloys company and is a pioneer of the “cored wire injection system” technology in India. It provides total alloying solutions to the iron and steel, aluminium, foundry, welding and other non-ferrous industries. Associate partner Anshul Prakash led the transaction.

King & Wood Mallesons has acted as US counsel for the joint lead managers on the US$300 million 8.75 percent senior perpetual securities issuance with customary high yield covenants by China Grand Automotive Services, through its subsidiary Baoxin Auto Finance I. The deal is the first high yield perpetual bond offering by a non-real estate Chinese company to date. In 2015, China Grand Auto was the largest passenger vehicle dealership group, the number one passenger vehicle finance leasing provider and the largest used vehicle trading agent among vehicle dealers in China. Hong Kong partner Hao Zhou led the transaction.

Luthra & Luthra has advised NLC India and Damodar Valley (DV) on the filing of a merger notification with the Competition Commission of India (CCI) and obtaining the requisite approval of the combination. NLC and DV are two of the largest public sector players in the energy sector in India. The JV involved securing extensive approvals from the states of West Bengal and Jharkhand and the Ministry of Power, among others. NLC provides power to various states across India with a total installed capacity of 4287.5 MW. DV operates several power plants in the Damodar valley area of West Bengal and Jharkhand. DV operates six thermal power stations and three hydro-electric power stations with total installed capacity of 7557.2 MW. Partners GR Bhatia and Abdullah Hussain and partner designate Kanika Chaudhary led the transaction.

Luthra & Luthra has also represented Rajshree Hospitals and Apollo Hospitals Enterprise before the High Court of Indore on suit filed by Dr Ashok Bajpai, one of the most renowned doctors of Indore. Bajpai and some of his entrepreneur friends started Rajshree in 2008. Apart from being a promoter/shareholder/director in Rajshree, he was also serving there as a doctor. In 2012, he and the promoter/shareholder(s) entered into an MoU, wherein he shall be paid referral and other charges for patients walking into Rajshree on his reference. The said MoU was replaced by another MoU dated May 18, 2013 among the promoter/shareholder(s), where the amounts due to Bajpai under the first MoU were to be converted into equity. Apollo entered into a share subscription agreement dated August 12, 2013 and other cognate agreements with Rajshree and its promoter/shareholder(s), including Bajpai, wherein Apollo subscribed to 57.27 percent of Rajshree shares and also took over control of its management. The name ‘Rajshree Hospital and Research Center’ was also accordingly changed to ‘Apollo Rajshree Hospitals’ on April 3, 2014. Bajpai’s shareholding was reduced to 3.07 percent from around 8.56 percent. Bajpai filed a suit for specific performance of the two MoUs and for recovery of money. Rajshree and Apollo argued that their names should be deleted among the respondents because they are not parties to the said MoUs. The court upheld their stand. Partner Anirban Bhattacharya led the transaction.

Maples and Calder has acted as BVI counsel to Yunnan Energy Investment Overseas Finance on its issue of US$310 million 3.5 percent guaranteed bonds due 2019 and US$130 million 4.25 percent guaranteed bonds due 2021. The bonds, which are unconditionally and irrevocably guaranteed by Yunnan Energy Investment (H K), will be listed in Hong Kong. The Yunnan group is a leading state-owned energy company based in Yunnan province, China. Partner Derrick Kan led the transaction while Dentons acted as English, Hong Kong and China counsel to the issuer and guarantor. Linklaters acted as English and Hong Kong counsel to the joint lead managers while Jingtian & Gongcheng acted as China counsel.

Maples and Calder has also acted as BVI counsel to Xiangxing Overseas Investment on its issue of US$130 million 5.95 percent guaranteed bonds due 2019. The bonds, which are unconditionally and irrevocably guaranteed by Xiangxing (HK) Investment, will be listed in Hong Kong. The Xiangxing group is the sole investment and financing platform of Jintan District People’s Government in Jiangsu Jintan Economic Development Zone which undertakes all the affordable housing construction, infrastructure construction and primary land development exclusively in the zone. Partner Derrick Kan led the transaction while King & Wood Mallesons and Jiang Su Mingtian Law Firm acted as English and China counsel, respectively. Davis Polk & Wardwell acted as English counsel to the managers and trustee while Jingtian & Gongcheng acted as China counsel.

Norton Rose Fulbright has advised the sponsors on the development and financing of the 270 MW Sapphire wind farm in northern New South Wales. Once constructed, Sapphire will be the largest wind farm in NSW. It is also the largest wind farm to reach financial close in Australia this year. Sapphire has been developed by leading renewables developer CWP Renewables and will be owned by Partners Group and CWP. The project will be constructed by a consortium of Vestas and Zenviron, a joint venture between Zem Energy and Monadelphous. The debt financing has been provided by Clean Energy Finance, Commonwealth Bank of Australia, SMBC and EKF, the Danish export credit agency. The wind farm was successful in the ACT feed-in tariff reverse auction earlier this year, with 100 MW of its output covered by the ACT FiT. Projects partners Simon Currie and Jo Crew led the transaction, which achieved financial close on December 9, 2016.

Shardul Amarchand Mangaldas & Co has represented Ashok Leyland before the Competition Commission of India on the exit of Nissan Motor from Ashok and Nissan’s three joint ventures, namely Ashok Leyland Nissan Vehicles, Nissan Ashok Leyland Technologies and Nissan Ashok Leyland Powertrain. After the transaction, the three JV companies will be wholly-owned and solely controlled by Ashok. Partner Shweta Shroff Chopra led the transaction, which was valued at Rs2.25 billion (US$33.2m) and is subject to regulatory approvals. J Sagar Associates represented Nissan Motors.

Skadden has represented Meitu, a leading global mobile internet company with approximately 456 million monthly active users, on its US$629 million listing and IPO of 574 million shares in Hong Kong. The listing, which was the largest in Hong Kong by a technology company since Alibaba’s B2B unit went public in 2007, took place on December 15, 2016. Hong Kong partners Julie Gao, Christopher Betts and Will Cai led the transaction. Kirkland & Ellis, led by Hong Kong corporate partners Dominic Tsun, David Zhang, Li-Chien Wong and Judy Yam and Beijing corporate partner Steve Lin, represented the underwriters, consisting of Morgan Stanley, Credit Suisse, China Merchant Securities, CCB International Capital, CMB International Capital, UBS, Head & Shoulders Securities and Futu Securities International.

Sullivan & Cromwell is representing Terumo (Japan) on its agreement with Abbott Laboratories (US) and St Jude Medical (US), under which Terumo will acquire certain products owned by both Abbott and St Jude for a total of US$1.12 billion. Corporate partners Frank Aquila (New York), Keiji Hatano (Tokyo) and Scott Crofton (New York); anti-trust partners Steven Holley (New York) and Juan Rodriguez (London); tax partner Ronald Creamer Jr (New York), executive compensation and benefits partner Heather Coleman (New York) and FCPA partner Laura Kabler Oswell (Palo Alto) are leading the transaction, which was announced December 7, 2016 and is yet to be completed.

Sullivan & Cromwell (Hong Kong) is also representing Frederick Santos, head of the leading real estate brokerage and consulting firm in the Philippines, on his long-term partnership with Knight Frank (UK), under which the businesses will combine and operate as Santos Knight Frank. Hong Kong corporate partner Michael DeSombre is leading the transaction, which was announced on December 6, 2016 and is yet to be completed.

Troutman Sanders has acted as Hong Kong counsel for Fullshare Holdings on its voluntary offer to acquire all the issued shares of China High Speed Transmission Equipment Group. The basis for the offer, valued at HK$16.3 billion (US$2.1b), is five new shares of Fullshare for every two shares of China High Speed. Fullshare is listed in Hong Kong with a market cap of US$8.7 billion while Hong Kong-listed China High Speed has a market cap of US$1.75 billion. Fullshare’s offer to acquire shares of China High Speed was met with acceptance of 73.9 percent shares, and the value of the new shares issued by Fullshare to meet all acceptances was US$2.1 billion, making the offer as one of the largest deals among the recent takeovers in Hong Kong. Upon Fullshare’s takeover, China High Speed becomes a subsidiary of Fullshare. Partner Rossana Chu led the transaction.


 

Deals – December 14, 2016

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Allen & Gledhill has advised Ascendas on the establishment of a S$3 billion (US$2.1b) euro medium term note programme. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised the receivers and senior lenders of Jurong Aromatics on its restructuring and the documentation in relation to the tolling arrangement, under which its integrated aromatics plant was successfully restarted in July 2016. The plant was shut down in 2014 due to operational problems. The receivers were appointed by the senior lenders in September 2015. Partners Edwin Tong SC, Tan Wee Meng, Tham Hsu Hsien, Kok Chee Wai and Ellis Tang led the transaction.

AZB & Partners has advised Infosys on its acquisition of an interest in Stellaris Venture Partner India I (the first scheme of Stellaris Venture Partner India Trust), an early-stage venture fund that proposes to target investments in companies in the technology sector. Partners Sai Krishna Bharathan and Ganesh Rao led the transaction, which was valued at approximately Rs315 million (US$4.7m) and was completed on November 23, 2016.

AZB & Partners has also acted as sole Indian counsel to JPMorgan Mutual Fund India, JPMorgan Asset Management India and JPMorgan Asset Management (Asia) on the acquisition of JPMorgan’s Indian asset management business by Edelweiss Mutual Fund. Partners Ashwath Rau and Anu Tiwari led the transaction, which was valued at approximately Rs600 million (US$8.9m) and was completed on November 25, 2016.

Baker & McKenzie has advised LGT Group Foundation, the leading international private banking and asset management group owned by the Princely House of Liechtenstein, on its agreement with ABN AMRO to acquire its private banking business in Asia and the Middle East. Under the agreement, LGT will acquire ABN AMRO’s businesses in Hong Kong, Singapore and Dubai which manage approximately US$20 billion in assets. The acquisition, by way of an asset purchase agreement, is a major step in the implementation of LGT’s growth strategy and will further enhance its strong footprint in Asia and the Middle East. As a result of the transaction, LGT expects to increase its assets under management to more than US$40 billion in Asia and to approximately US$160 billion overall. Singapore principal Wong Ai Ai, supported by principal Alex Tan and Hong Kong partners Karen Man and Michael Horman and Dubai partner Mazen Boustany, led the transaction, which is expected to close in the second quarter of 2017, subject to approvals of relevant authorities.

Clifford Chance has advised the underwriters, including China Securities, UBS and ABCI Capital, on CSC Financial’s US$992 million IPO and listing in Hong Kong. CSC Financial is a leading large full-service investment bank in China which ranked sixth in terms of operating revenue and net profit for the first half of 2016. China co-managing partner Tim Wang and partners Jean Thio and Virginia Lee led the transaction.

Davis Polk is advising the buyer group, consisting of Leilei Wang, Gongqingcheng Wujiang Xingyao Investment Management Partnership, Hexie Chengzhang Phase II (Yiwu) Investment Centre and some of their affiliates, on the going-private transaction of KongZhong. Wang is the chairman and CEO of KongZhong. The transaction is subject to customary closing conditions, including approval by KongZhong shareholders. The firm is also advising the buyer group to secure a loan facility to finance the deal. KongZhong is a leading online game developer and operator in China. It operates internet games, mobile games and WVAS. Under internet games, KongZhong operates the largest Chinese military gaming platform under the “WAR SAGA” brand. Partner Howard Zhang is leading the transaction, which is valued at approximately US$299 million and was announced on December 1, 2016. Maples and Calder (Hong Kong), led by partner Richard Spooner, is acting as Cayman Islands counsel to the Special Committee of KongZhong’s Board of Directors while Skadden, Arps, Slate, Meagher & Flom is acting as US counsel. Sullivan & Cromwell is acting as US counsel to KongZhong.

Dhir & Dhir Associates has advised Power Finance on the Rs1.96 billion (US$29m) financial facility extended to Photon Ojas to part finance the setting up of a 50 MW solar PV power project at District Mansa, Punjab. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised MOIL, a Schedule “A” Miniratna Category- I company, on its approximately Rs8.63 billion (US$127.8m) buyback of approximately 21 percent of its equity shares. The buyback offer opened on September 19, 2016 and closed on September 30, 2016. Partner Girish Rawat also led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel to Guangdong Adway Construction on its up to HK$332 million (US$42.8m), upon exercise of the over allotment option, global offering and listing in Hong Kong. Guotai Junan Capital acted as the sole sponsor, sole global coordinator and sole book-runner. The shares commenced trading on November 25, 2016. Guangdong Adway Construction provides comprehensive building decoration services that cover building decoration works, electrical and mechanical installation works, curtain wall engineering works and fire safety engineering works. It is one of the top 20 building decoration service providers in China. Partner Brian Ho led the transaction.

J Sagar Associates has advised Terrier Security Services (India) and its promoters Captain S Ravi and K R Prabhu on the acquisition by Quess of a 49 percent stake in Terrier. Terrier is among the leading providers of manned guarding services in India with 16,000 guards. Terrier also provides training services for security personnel and electronic security solutions to its clients. Partner Murali Ananthasivan led the transaction. Quess was advised by Cyril Amarchand Mangaldas.

Khaitan & Co advised Investec Capital (Services) India on the demerger of the custom moulding business and the prefab business from Sintex Industries to Sintex-BAPL and Sintex Infra Projects, respectively, each of which is a wholly-owned subsidiary of Sintex Plastics Technology. The scheme also involves the issuance of equity shares of Sintex Plastics Technology to the equity shareholders of Sintex Industries and the listing of these equity shares in Bombay and the National Stock Exchange. Executive director Sudhir Bassi and associate partner Moin Ladha led the transaction.

Khaitan & Co has also advised Vouvray Acquisition on the Indian leg of its acquisition of 100 percent of Selandia Holdings, resulting into an indirect acquisition of Selandia Ship Management (India) and Selandia Crew Management (India). Vouvray provides financing and corporate services and offers a range of outsourcing services, including ship management, manpower supply and technical and commercial services, to shipping and energy industries. London-based Vouvray is a subsidiary of Vouvray Midco. Associate partner Pooja Patel led the transaction.

Kirkland & Ellis is acting for Hong Kong-listed Baoxin Auto Group, a leading luxury 4S dealership in China, on its debut issuance of US$300 million senior perpetual securities, which will be guaranteed by China Grand Automotive Services and China Grand Automotive Services (Hong Kong). The sole global coordinator is China International Capital Hong Kong Securities (CICC) while the joint book-runners and joint lead managers are CICC and China Securities (International) Corporate Finance. Hong Kong corporate partners Benjamin Su, Joey Chau and Jacqueline Tang, assisted by corporate partners Nicholas Norris and David Yun and debt finance partners David Irvine and Daniel Lindsey, are leading the transaction.

Luthra & Luthra has advised Sheela Foam, the company behind the flagship Sleepwell brand of mattresses and home comfort products, on its Rs5.1 billion (US$75.5m) IPO. The shares were listed in Bombay and the National Stock Exchange of India. Edelweiss Financial Services and ICICI Securities were the bookrunning lead managers. Partners Manan Lahoty and Vishal Yaduvanshi led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Ctrip.com International on its proposed acquisition of Skyscanner Holdings, a leading global travel search site headquartered in Edinburgh, the United Kingdom. Ctrip announced on November 23, 2016 that it has entered into an agreement with the majority shareholders of Skyscanner, under which it will acquire all of such shareholders’ shares in Skyscanner and will offer to acquire shares from the remaining shareholders of Skyscanner. The terms of the acquisition value Skyscanner at approximately US$1.7 billion, with the purchase consideration consisting of cash, Ctrip ordinary shares and loan notes. A Cayman Islands company based in Shanghai, Nasdaq-listed Ctrip is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China. Partner Richard Spooner led the transaction while Skadden, Arps, Slate, Meagher & Flom acted as international counsel. Pinsent Masons advised the sellers.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Horsepower Finance, a wholly-owned subsidiary of ICBC International Holdings, on its issue of US$1.2 billion notes under its medium term note programme guaranteed by Industrial and Commercial Bank of China. The notes will be listed in Hong Kong. Partner Derrick Kan led the transaction. Linklaters acted as Hong Kong and English counsel while Jun He Law Offices acted as China counsel to the issuer and ICBC.

Minter Ellison has advised Fullshare Holdings, a Hong Kong-listed investment company, on its acquisition of a 90 percent interest in Sparrow Early Learning, an Australian early education provider which operates a portfolio of childcare centres across Queensland and Victoria. The deal continues to highlight the sustained level of investor interest in the Australian childcare and early education sector. Partner Sophie Chen led the transaction, which was valued at A$77 million (US$57.7m). Sparrow Early Learning was advised by Colin Biggers & Paisley.

Rajah & Tann Singapore has advised Paktor on its acquisition of a controlling stake in Machipopo, a Taiwanese video streaming platform with 15 million users. Paktor is the developer of Paktor, a social networking and dating application for users in Southeast Asia and Taiwan. Partner Brian Ng led the transaction.

Shardul Amarchand Mangaldas & Co has advised International Finance Corporation (IFC) and IFC EAF Apollo Investment, both of which are part of World Bank Group, on the acquisition of a 29 percent minority stake in Apollo Health and Lifestyle (AHL) for an aggregate value of Rs4.5 billion (US$66.6m). AHL is a part of the Apollo Hospitals Group, India’s largest healthcare provider, and runs multi-speciality clinics across 17 states. The investment will be used to increase AHL’s network of clinics, along with cradle and diagnostics centres across the country. Partner Puja Sondhi led the transaction, which closed on December 1, 2016. Cyril Amarchand Mangaldas represented Apollo Health and Lifestyle, Apollo Hospitals and Spark Capital, the financial adviser to IFC.

Shearman & Sterling has advised the lenders on the development and financing of the 2,400MW Hassyan coal-fired independent power producer in Dubai. The lenders comprised a combination of financial institutions from China and local and regional commercial banks. The financing included a mezzanine tranche. ACWA Power and the Harbin Electric consortium were initially selected by the Dubai Electricity and Water Authority (DEWA) as the preferred bidder to construct the plant, which is scheduled to be fully operational by 2023. They were later joined as shareholders by the Silk Road Fund. The project includes a 25-year power purchase agreement with DEWA, who will also own 51 percent of the project company, while ACWA Power, Harbin International and Silk Road Fund will own the remaining 49 percent. The plant, adopting the use of the ultra-supercritical technology, will be the first coal-fired power plant in the GCC region. Partners Ben Shorten (Singapore-Project Development & Finance), Sean Wang (Beijing/Hong Kong-Project Development & Finance), Sanja Udovicic (London-Project Development & Finance), Patrick Clancy (London-Finance), Simon Letherman (London-Tax) and Alexander Uff (London-International Arbitration) led the transaction.

Sidley Austin is representing R&F Properties (HK) on its conditional agreement with Caesars Korea Holding for the formation of a 50-50 joint venture to develop, own and operate an integrated resort in Yeongjong Island, Incheon, South Korea. Hong Kong partner Constance Choy is leading the transaction, which is expected to close in mid-March 2017, subject to certain conditions.

Sullivan & Cromwell (Hong Kong) is acting as US counsel to KongZhong (China) on its definitive agreement and plan of merger with Linkedsee (Cayman Islands) and Wiseman International (Hong Kong), a wholly owned subsidiary of Linkedsee, pursuant to which KongZhong will be acquired by an investor consortium in a transaction value at approximately US$299 million. Hong Kong corporate partners Chun Wei and Garth Bray are leading the transaction, which was announced on December 1, 2016.

Vertices Partners has represented Osam Dairy (HR Food Processing) and its promoters on the Rs450 million (US$6.7m) capital raise from Lok Capital (Growth Catalyst Partners) and Aavishkaar. Partners Vinayak Burman and Archana Khosla led the transaction which was completed in November 2016. Lok Capital was represented by Jyoti Sagar & Associates, led by partner Aarthi Sivanandh, while Aavishkaar was represented by P&C Legal, led by partners Vishnu Jerome and Sameer Sibal.

Weil has advised HNA Group on the completion of its previously announced transaction with Ingram Micro, under which Tianjin Tianhai Investment, a publicly-traded subsidiary of HNA Group, acquired New York-listed Ingram Micro for US$38.90 per share in an all-cash transaction with an equity value of approximately US$6 billion. Ingram Micro helps businesses Realise the Promise of Technology™. It delivers a full spectrum of global technology and supply chain services to businesses around the world. HNA Group is a global company with over US$90 billion of assets, US$30 billion in annual revenues and an international workforce of nearly 200,000 employees. Shanghai-listed Tianjin Tianhai is a modern logistics company with investments and operations across a range of market segments. HNA Group is Tianjin Tianhai’s largest shareholder. With the completion of the transaction, Ingram Micro ceased trading in New York on December 6, 2016 but will remain headquartered in Irvine, California. Corporate partners Akiko Mikumo (Hong Kong) and Charles Ching (Shanghai, Beijing, Hong Kong) and regulatory partner Ted Posner (Washington DC) led the transaction. Davis Polk advised Ingram Micro.