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Deals – December 7, 2016

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Allen & Gledhill has advised Hotel Holdings on the S$1.85 billion (US$1.3b) voluntary unconditional cash offer made by DBS Bank, for and on behalf of Hotel Holdings, for all the issued ordinary shares in the capital of Goodwood Park Hotel, other than those already owned, controlled or agreed to be acquired by Hotel Holdings. Partners Andrew Lim, Christopher Ong, Richard Young, Edwin Tong, Fay Fong and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised the Housing and Development Board on the issue of S$900 million (US$632.6m) fixed rate notes due 2021 under its S$32 billion (US$22.5b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Ashurst has acted as lead counsel to Delta Capital Myanmar (formerly known as PMM Partners) on the establishment of its second Myanmar-focused private equity fund, which closed on a seed round of US$30 million capital commitments on November 1, 2016. The fund is sponsored by Hong Kong-based asset manager Simon Murray and Serge Pun & Associates (Myanmar), one of Myanmar’s leading business conglomerates. It aims to raise US$100 million for direct investments in companies principally based or incorporated and with primary business operations in Myanmar. Delta Capital closed its first Myanmar-focused PE fund on commitments of US$50 million in 2014. Its second fund comes at a time when real political change, underpinned by recent years of reforms and the peaceful transition to the new NLD-controlled government, is expected to lead to long-term high economic growth and an improving investment environment. Dean Moroz, supported by partners Ben Hammond (regulatory-Hong Kong, Jake Green (regulatory-London), David Nirenberg (US tax-New York), Margaret Sheehan (US securities law-Washington DC), Tae Jeon (ERISA-Washington DC) and James Comber (dispute resolution-Hong Kong), led the transaction.

Ashurst has also advised Studio City on its offering of US$1.2 billion senior secured notes, comprising US$350 million 5.875 percent senior secured notes due 2019 and US$850 million 7.25 percent senior secured notes due 2021. Studio City is a subsidiary of Studio City International Holdings, 60 percent of which is held indirectly by Melco Crown Entertainment. Studio City, the Hollywood-inspired, cinematically-themed resort in Macau, intends to use the net proceeds from the offering, together with cash on hand, to fund the repayment of its existing project financing comprising a senior secured term loan from 2012 which partially funded the greenfield construction of the resort. The firm acted for Studio City in the loan financing in 2012. The offering is one of the largest Asian high yield offerings in 2016. Deutsche Bank acted as sole global coordinator and left lead book-runner. Bank of America Merrill Lynch acted as joint book-runner, while ANZ and BOC International acted as passive joint book-runners. Partner Anna-Marie Slot, assisted by partners Stuart Rubin and David Nirenberg, led the transaction. White & Case, led by partner Eugene Man with support from partners Rob Mathews (London) and Jessica Zhou (Hong Kong), advised Deutsche Bank, Bank of America Merrill Lynch, ANZ and BOC International.

AZB & Partners has advised all the selling shareholders, including CVCIGP II Employee Rosehill, Client Rosehill, India B Holdings, Baring Private Equity Asia IV Mauritius Holdings (3), IDFC and other management shareholders, on the acquisition by BNP Paribas of 100 percent securities of Sharekhan and Human Value Development from all existing shareholders. Partner Vaidhyanadhan Iyer led the transaction, which was completed on November 23, 2016.

AZB & Partners has also advised Voonik Technologies on the approximately Rs408 million (US$6m) subscription of Series B3 compulsorily convertible cumulative preference shares by Sequoia Capital India Investments IV and RB Investments in Voonik. Partner Chetan Nagendra led the transaction, which was completed on November 18, 2016.

Clifford Chance has advised Coca-Cola on the signing of definitive agreements relating to the re-alignment of the company’s bottling operations in China, its third largest market by volume. The re-alignment involves Coca-Cola’s Bottling Investments Group disposing all of its bottling units in China, which manufactures, distributes and sells non-alcoholic ready-to-drink beverages, to Swire Beverages Holdings and Cofco Coca-Cola Beverages; Swire and Cofco swapping certain of their bottling units in China; and Swire acquiring from a subsidiary of Coca-Cola the 12.5 percent interest in Swire Beverages which is not already owned by Swire. The transactions involve an aggregate value of approximately US$1.4 billion and will result in a division of the Coca-Cola bottling system in China between Cofco and Swire. Closing of these transactions is subject to satisfaction of various conditions, including regulatory approvals from the relevant government authorities. M&A partner Amy Ho, supported by Beijing partner Richard Blewett, led the transaction.

Davis Polk has advised Su Sih (BVI) as the selling stockholder on a SEC-registered secondary offering of 13.8 million shares of TTM Technologies’ common stock, raising total net proceeds of approximately US$152 million. Nasdaq-listed TTM Technologies is a leading global printed circuit board (PCB) manufacturer, focusing on quick-turn and volume production of technologically complex PCBs and electro-mechanical solutions. Corporate partner James Lin led the transaction.

Davis Polk has also advised the underwriter on Kexim’s SEC-registered Schedule B debt offering of US$200 million aggregate principal amount of its floating-rate notes due 2018. Kexim is an official export credit agency providing comprehensive export credit and guarantee programmes to support Korean enterprises conducting overseas business. Corporate partners Eugene Gregor and James Lin led the transaction.

Gide has advised Bank of Communications, China’s fifth-largest commercial bank and the largest based in Shanghai, on the establishment of a branch in France of its Luxembourg subsidiary. Located in Paris, the new branch will offer more support to the growing number of Chinese investments in Europe. Bank of Communications currently operates in four other European countries. Partners Jean-Guillaume de Tocqueville (Paris) and Fan Jiannian (Shanghai) led the transaction.

HSA Advocates has advised JSW Infrastructure on its port user agreement executed on November 8, 2016 with the Government of Port of Fujairah for the development, operation and maintenance of Berth No. 5 and Berth No. 6 of Port of Fujairah, the United Arab Emirates. As one of the significant offshore investments undertaken by JSW in the port sector, the investment will help JSW to expand its outreach in the Middle East region and further expand its offshore operations. Since the port in its existing state is currently not being used to its optimum potential, the Government of Port of Fujairah has awarded this project to JSW to enable the most efficient use of the facility. Partner Anjan Dasgupta and associate partner Deepak Kumar Thakur led the transaction.

J Sagar Associates has advised Jindal Steel and Power (JSP) on the sale of its wind power business, as a going concern on a slump sale basis, to a wholly-owned subsidiary of India Infrastructure Fund II, a fund promoted by IDFC Alternatives (IDFC)-Parjanya Wind Power. JSP is part of the OP Jindal Group and has presence in diversified sectors, such as steel, power, mining and infrastructure. The transaction was part of JSP’s monetisation plan for generating cash flows. Partners Manvinder Singh and Vishnu Sudarsan led the transaction. IDFC was advised by Krishnamurthy & Co (K LAW).

J Sagar Associates has also advised Growth Catalyst Partners on its investment in the share capital of HR Food Processing, a Ranchi-based company which manufactures and markets dairy products under the brand Osam. Partner Aarthi Sivanandh led the transaction. Existing investor Aavishkaar was represented by PC Legal while HR Food Processing was represented by Vertices Partners.

Khaitan & Co has advised the Bank of Baroda on a Rs5 billion (US$73.6m) term loan facility extended to Raghuleela Builders to part-finance the construction of a commercial real estate project situated at Bandra-Kurla Complex, Mumbai. Bank of Baroda is an Indian state-owned banking and financial services company headquartered in Vadodara, Gujarat. Partner Kumar Saurabh Singh led the transaction.

Khaitan & Co has also advised Mac Charles (India) and its promoters on the on-market sale of its 73.41 percent stake to Embassy Property Developments for approximately US$96 million, which has resulted in a tender offer to the company’s shareholders. Mac Charles is involved in the operation and management of Le Meridian Hotel, Bengaluru, as well as other businesses in the hospitality sector across India. Partners Ganesh Prasad and Sharad Moudgal led the transaction.

Luthra & Luthra has advised Zee Entertainment Enterprises on the purchase of the general entertainment broadcasting business of the Anil Ambani-led Reliance Group and Zee Media on the purchase of 49 percent stake in the FM radio business, which operates under the brand 92.7 Big FM, of the Anil Ambani-led Reliance Group for an aggregate consideration of approximately Rs19 billion (US$280m). The definitive documents have been executed by the parties while closing of the transaction is subject to receipt of necessary regulatory approvals and approval of the High Court. Partners Deepak THM, Anshul Jain and Sundeep Dudeja, supported by partner designate Kanika Chaudhary Nayar, led the transaction.

Luthra & Luthra has also advised Financial Software & Systems (FSS) on a special leave petition (SLP) before the Supreme Court of India filed by Pawan Kumar Gupta, principal shareholder and director of RCI Cash Management, a company to whom FSS had outsourced the replenishment of ATMs with currency notes. Gupta and his employees have allegedly siphoned off Rs235 million (US$3.5m) from ATMs across India in June. Gupta obtained an anticipatory bail after three days of the rejection of his first bail application. The order granting bail to Gupta contained no reasons. The High Court of Telengana reversed the said order, against which Gupta filed an SLP. The Supreme Court dismissed Gupta’s petition and decided the matter in favour of FSS. Partner Anirban Bhattacharya led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to a consortium led by Apex Technology on its US$3.5 billion acquisition of US printer maker Lexmark International. Apex designs, manufactures and markets inkjet laserjet cartridge chips for remanufacturers and distributors. This was reputedly 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. Partner Greg Knowles led the transaction. Skadden, Arps, Slate, Meagher & Flom and King & Wood Mallesons acted as US and China counsel to Apex, respectively.

Norton Rose Fulbright is advising Franch-listed group Vallourec on its mandatory general offer for the outstanding H shares of Anhui Tianda Oil Pipe, following the acquisition of its domestic shares pursuant to a sale and purchase agreement. The transaction is the first time a non-Chinese company has acquired the domestic shares of a China-incorporated, Hong Kong-listed company, triggering a mandatory general offer for the company’s H shares. This was made possible due to the loosening of restrictions relating to China’s steel policy to allow foreign owners to own more than 50 percent in steel manufacturers. Anhui Tianda Oil Pipe will be delisted following the close of the mandatory general offer. The transaction values Anhui Tianda Oil Pipe at HK$1.7 billion (US$219m). Vallourec has held a significant stake in Anhui Tianda Oil Pipe since 2011. The transaction will provide Vallourec with strategic and competitive advantages, as Anhui Tianda Oil Pipe’s steel manufacturing business complements Vallourec’s existing service offering. Hong Kong partner Emma de Ronde is leading the transaction while Gide Loyrette Nouel AARPI is advising on China law. Jun He is advising Anhui Tianda Oil Pipe on Hong Kong and China law.

Norton Rose Fulbright has also advised Mitsui and Mitsui OSK Lines (MOL) on the formation of a joint venture company with AKOFS Offshore and the acquisition of the subsea equipment support vessel Skandi Santos. The transaction is Mitsui’s and MOL’s first endeavour into subsea vessel support business. Petróleo Brasileiro, Brazil’s national oil company, has chartered the Skandi Santos from AKOFS since 2010, using it to install subsea facilities in deep-sea oil and gas fields offshore Brazil. Tokyo partner Paul Coggins, assisted by London partner Chris Viner, led the transaction.

R&A Legal is acting as Indian counsel while Kirkland & Ellis is acting as foreign counsel to a consortium of Indian lenders led by the Central Bank of India on the proceedings for global restructuring initiated by Grupo Isolux Corsan and its subsidiaries under the US Bankruptcy Code before the US Bankruptcy Court Southern District of New York. Grupo Isolux Corsan is advised by Sherman & Sterling and Sherman & Sterling (London).

Shearman & Sterling has represented Bank of Communications (BoCom), one of the five largest banks in China, on the closing of its acquisition of approximately 80 percent of the total outstanding shares of Brazil’s Banco BBM. The transaction was completed on November 30, 2016, making BBM a non-wholly owned subsidiary of BoCom. The deal represents BoCom’s first overseas acquisition in its 108 year history and also signifies BoCom’s first step in expanding its reach into Latin America, particularly the Brazilian market, to better serve the investment and trading activities between China and Brazil. Dual-listed in Shanghai and Hong Kong, BoCom’s key business areas include commercial banking, securities services, trust services, financial leasing, fund management, insurance and offshore financial services. BBM is one of the oldest financial institutions in Brazil. Headquartered in Rio de Janeiro with outlets in both São Paulo and Salvador, BBM’s principal businesses include corporate credit, private banking and treasury businesses. Partners Sean Wang (Beijing/Hong Kong-project development and finance), Lee Edwards (Beijing-M&A), Robert Ellison (São Paulo-capital markets) and Larry Crouch (Menlo Park-tax) led the transaction.

Skadden has represented Indian solar power company Azure Power Global on its US IPO listing in New York and its concurrent private placement, which raised a combined US$125 million. This is the first US IPO of an Indian company in more than four years. The pricing was announced on October 12, 2016. Palo Alto partner Thomas Ivey, supported by Singapore partner Rajeev Duggal, led the transaction.

Skadden is also acting as independent US counsel to the special committee of the Board of Directors of KongZhong, a leading online game developer and operator, on a definitive agreement and plan of merger with Linkedsee and Wiseman International, pursuant to which KongZhong will be acquired by an investor consortium in an all-cash transaction valued at approximately US$299 million. Beijing corporate partner Peter Huang is leading the transaction, which was announced on December 1, 2016.

Stephenson Harwood has advised CMON on its approximately HK$70.38 million (US$9m) listing by way of placing in Hong Kong. CMON is a fast-growing hobby games publisher specialising in developing and publishing mainly tabletop games, including board games and miniature war games, with its origin tracing back to 2001. Since its establishment, CMON had offered 43 games and currently has a portfolio of 40 games. Corporate partner Ivan Tan led the transaction.


 

Deals – November 30, 2016

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Allen & Gledhill has advised NSL on the S$142.6 million (US$100m) disposal of its dry mix business in Singapore, Hong Kong, China and Malaysia to Saint-Gobain Produits pour la Construction and Saint-Gobain Malaysia. Partners Lim Mei, Steven Seow, Hilary Low, Kelvin Wong, Tham Kok Leong, Margaret Soh and Lim Pek Bur led the transaction.

Allen & Gledhill has also advised Sime Darby on the A$355.8 million (US$265.9m) acquisition by Saizen Reit of 20 industrial properties in Australia owned by Hastings Deering (Australia). The firm also advised Sime Darby on the reverse takeover (RTO) of Saizen Reit by Sime Darby Property Singapore (SDPSL). Hastings Deering and SDPSL are wholly-owned subsidiaries of Sime Darby. Following the completion of the RTO and the acquisition, Sime Darby will be the sponsor of the enlarged Saizen Reit. Partners Jerry Koh, Long Pee Hua, Lee Kee Yeng, Teh Hoe Yue and Christopher Koh led the transaction, which is the first RTO of a Singapore-listed Reit.

Ashurst has advised Deutsche Bank Singapore Branch as the sole lead manager and bookrunner on the issuance of US$354.8 million exchangeable bond of by Valin Mining Investments (Singapore). The zero coupon exchangeable bond matures in November 2021, subject to an investor put/issuer call in November 2019, and is exchangeable into approximately 65 million shares in Australia-listed Fortescue Metals Group. The bonds have the benefit of security over the exchange property and a keepwell deed provided by Hunan Valin Iron and Steel Group, the largest state-owned enterprise in Hunan and one of the top 10 steel manufacturers in China in terms of production volume in the first half of 2016. The five-year deal, puttable after three years, marks one of the rare Chinese-Australian cross-border equity-linked bonds with the benefit of a security share package in Australia. The bonds are also listed in Singapore. Partners Nigel Pridmore, Jini Lee, Jamie Ng and Jennifer Schlosser led the transaction, which closed on November 15, 2016.

Ashurst has also acted as lead counsel to APG Strategic Real Estate Pool on the formation of a US$450 million joint venture company and concurrent acquisition of an initial seed portfolio of three shopping malls in India, comprising approximately 3.5 million square feet in Bengaluru, Surat and Chennai. APG has provided 77 percent of the equity for a majority shareholding in the JV, with Xander investing the balance of 23 percent. The JV represents the largest single deal in the retail real estate sector in India, pursuant to which APG, the Netherlands’ largest manager of pension capital, and Virtuous Retail, sponsored by leading emerging markets investment firm The Xander Group, have concurrently acquired an initial seed portfolio of three retail assets from a Xander-sponsored fund in a transaction valued at approximately Rs20 billion (US$291.2m). Dean Moroz (Hong Kong) and Ed Bennett (Singapore), supported by partner James Comber (Hong Kong), led the transaction. Shook Lin & Bok acted as special Singapore counsel and JSA acted as APG’s lead counsel on Indian law. Xander was represented by Shearman & Sterling (Singapore), A&G (Singapore) and AZB (India).

AZB & Partners is advising Rubicon Research and its promoters, namely Sudhir Pilgaonkar, Pratibha Pilgaonkar, Parag Sancheti and Surabhi Sancheti, on the sale of 70 percent of its shares to the Everstone Group. Partner Anand Shah is leading the transaction, which is valued at approximately Rs2 billion (US$29.1m) and is yet to be completed.

AZB & Partners has advised Holderind Investments, a subsidiary of LafargeHolcim, on the acquisition and increase of its shareholding in Ambuja Cements to 63.11 percent and in ACC to 4.48 percent. Partners Ashwath Rau, Bhavi Sanghvi and Dhruv Singhal led the transaction, which was valued at Rs22 billion (US$320.3m) and was completed on November 15, 2016.

Bird & Bird ATMD is acting for THB Auto Electronics on its approximately S$216 million (US$151.2m) mandatory unconditional cash offer to acquire all the issued ordinary shares of China Auto Electronics Group, other than those already owned, controlled or agreed to be acquired by THB Auto. Singapore-listed China Auto is one of the leading automotive electrical and electronics distribution system manufacturers in China. Partner Marcus Chow is leading the transaction. Shook Lin & Bok, led by partners Wong Gang, Tan Wei Shyan and Johnny Lim, is acting for China Auto Electronics Group.

Clayton Utz has acted for Citi, JP Morgan and Macquarie Capital as the joint lead managers on Boral’s US$2.1 billion PAITREO and placement to fund its acquisition of New York-listed Headwaters which launched on November 23, 2016. Corporate partner Stuart Byrne led the transaction.

Davis Polk has advised Overseas Forestry on its Regulation S-only offering of US$205 million 5 percent senior perpetual securities, unconditionally and irrevocably guaranteed by China Forestry Group. Overseas Forestry is a wholly-owned subsidiary of China Forestry, a comprehensive forestry enterprise founded by nine former subordinate enterprises of China’s State Forestry Administration. China Forestry cultivates fast-growing and high-yield plantation domestically, and preserves forest resources internationally. Hong Kong partners William Barron and Paul Chow led the transaction.

Davis Polk is also advising the buyer group, consisting of Liang Zhang, Xiuqing Meng and Beams Power Investment, on the going-private transaction of Synutra International for a cash consideration of US$6.05 per share of common stock. Liang Zhang is the chairman and CEO of Synutra. Xiuqing Meng, spouse of Zhang, is the sole shareholder of Beams Power Investment, which currently owns approximately 63.5 percent of Synutra’s outstanding shares of common stock. The transaction is subject to customary closing conditions, including approval by Synutra stockholders. The firm is also advising the buyers to secure a loan from Shanghai Development Bank to finance the going-private transaction. Synutra is a leading infant formula company in China. Partners Howard Zhang, Po Sit, Kyoko Takahashi Lin and Frank Azzopardi are leading the transaction.

Gibson Dunn has represented Medco Energi Internasional on the financing of its acquisition of ConocoPhillips Indonesia (CII) and ConocoPhillips Singapore Operations (CSOP), both subsidiaries of ConocoPhillips. CII is the operator of the South Natuna Sea Block B PSC with a 40 percent working interest and is also the operator of the West Natuna Transportation System (WNTS). CSOP operates the onshore receiving facility in Singapore. The WNTS infrastructure, together with the Malaysian pipeline, is and will continue to be the focal point for the commercialisation of existing discoveries and continuing exploration activity within the Natuna area. Singapore partner Jamie Thomas led the transaction, which was completed on November 17, 2016.

J Sagar Associates has advised Lazourion and Nirion on an acquisition of a combined stake of 50 percent in TXL IT, an Indian company engaged in the IT/ITeS sector. Partners Upendra Nath Sharma and Pallavi Puri led the transaction while MAQS Advokatbyrå acted as international counsel.

Khaitan & Co has advised KEC International, ICICI Bank and HDFC Asset Management on the issue of zero coupon listed non-convertible debentures aggregating to Rs2.5 billion (US$36.4m) in three series by way of private placement, secured by a first ranking charge on the movable and immovable assets of KEC. The firm also advised KEC International and HDFC Asset Management on the repurchase of non-convertible debentures aggregating to Rs750 million (US$11m). Partner Shishir Mehta led the transaction.

Khaitan & Co has also advised Haitong International Securities Group on the sale of the 100 percent stake in Haitong India held by Haitong Bank Portugal to Haitong International Investment (Singapore) for approximately US$13.77 million, subject to pre-completion adjustment and post-completion adjustment. Hong Kong-listed Haitong International is an international financial institution which has an established presence in Hong Kong and is expanding its reach in Asia. Haitong International is a subsidiary of Haitong International Holdings, a company incorporated in Hong Kong and wholly-owned by Shanghai-listed Haitong Securities. Associate partner Pooja Patel, assisted by partner Bijal Ajinkya, led the transaction.

Norton Rose Fulbright has advised Spring Wisdom, a subsidiary of Joy City Property, on its acquisition of a company holding the retail asset Parkside Plaza, valued at approximately Rmb1.4 billion (US$203m), from Grosvenor Asia Pacific, the regional operating arm of privately-owned international property group Grosvenor. Parkside Plaza is located on the bank of Suzhou River in China, adjacent to Changfeng Park in the Putuo district of Shanghai and features a total floor area of 126,000 square meters. Its tenants include international fast fashion brands and a variety of leisure and family entertainment outlets. Hong Kong-listed Joy City Property is the flagship real estate business of the Cofco Group. It develops, sells, leases and manages mixed-use complexes, including shopping malls, hotels and resorts, offices and serviced apartments. The acquisition constituted a disclosable transaction of Joy City Property under the Hong Kong listing rules. Hong Kong partner Psyche Tai led the transaction.

Norton Rose Fulbright has also advised Jiayou (International) Investment, an indirect wholly-owned subsidiary of China Minsheng Jiaye Investment, on its acquisition of approximately 53.02 percent of the issued share capital of Yida China Holdings, at a total consideration of approximately HK$3 billion (US$386.8m). The acquisition will trigger a general offer obligation on Jiayou for acquiring all the shares not already owned by itself and its concert parties. The vendor will retain approximately 9.34 percent of the issued share capital of Yida China upon completion of the acquisition and has undertaken not to accept the general offer in respect of such shares. As an important platform of China Minsheng Investment, China Minsheng Jiaye Investment specialises in financial real estate, industrialised construction and medical and health investment. China Minsheng Investment is an international private investment group founded in Shanghai, with a wide variety of businesses. Initiated by the All-China Federation of Industry and Commerce in China, the group was launched by 59 large-scale private enterprises in China, some of which are among China’s top 500 companies. Hong Kong partner Psyche Tai also led the transaction.

Shearman & Sterling has advised BOCI Asia, Citigroup Global Markets Asia, CMB International Capital, Haitong International Securities and HSBC as the underwriters on the US$208 million global offering and IPO of VPower Group International Holdings in Hong Kong. VPower is one of the world’s leading large gen-set system integration providers and Southeast Asia’s largest private gas-fired engine-based distributed power generation station owner and operator in terms of secured installed capacity as of December 31, 2015. Capital markets partners Colin Law, Peter Chen, Alan Yeung (Hong Kong) and Kyungwon Lee (New York) led the transaction.

Simpson Thacher is representing Kohlberg Kravis Roberts on the planned tender offer by KKR’s affiliate, CK Holdings, to obtain up to 100 percent of the issued and outstanding common stock of Calsonic Kansei. In connection with the tender offer, KKR has entered into a tender agreement with Nissan Motor, pursuant to which Nissan has agreed, subject to certain conditions, to tender its approximately 41 percent stake in Calsonic Kansei into the tender offer. The planned offer price and other transaction terms value Calsonic Kansei at approximately ¥498.3 billion (US$4.4b). The commencement of the tender offer is subject to the fulfillment of certain regulatory approvals and other conditions. Partner David Sneider is leading the transaction.

Simpson Thacher is also representing Kohlberg Kravis & Roberts on the announced acquisition by Mitsui of a 22 percent interest in Panasonic Healthcare Holdings (PHCHD) for approximately ¥54.1 billion (US$479m). KKR will retain a majority stake in PHCHD following the closing of the transaction, which is subject to customary closing conditions. PHCHD develops, manufactures and sells healthcare devices, focusing on blood glucose monitoring meters and strips for people with diabetes, through its subsidiary Panasonic Healthcare. Mitsui is a leading Japanese trading house with operations in various global sectors, including active investment in hospitals and other related businesses in Asia. Partner David Sneider is also leading the transaction.

Skadden has represented Ctrip, China’s biggest online travel firm, on its acquisition of Skyscanner, the UK-based search business. The deal values Skyscanner at about £1.4 billion (US$1.75b). Headquartered in Edinburgh, Skyscanner is available in more than 30 languages, with about 60 million monthly active users. It was set up to let users compare prices from different travel sites when searching for flights, hotels and rental cars. Ctrip was founded in 1999 and is one of China’s best-known travel businesses. Hong Kong / China partners Julie Gao and Haiping Li (corporate); London partners John Adebiyi (corporate), Alex Jupp (tax), Mark Darley (banking) and Elizabeth Robertson (compliance/white collar); New York partner Bruce Goldner (IP) and Brussels partner Fred Depoortere (competition) led the transaction.

WongPartnership is acting for PAG Asia Capital on its investment in Paradise Group Holdings, one of the leading restaurant groups in South East Asia. Managing partner Ng Wai King and partners Andrew Ang, Lam Chung Nian, Tan Teck Howe, Lau Kiat Wee, Anna Tan and Kylie Peh are leading the transaction.

WongPartnership has also acted as Singapore counsel to Keppel Data Centres Holding on the acquisition of a data centre facility known as Frankfurt Data Centre in Germany, via an indirect wholly-owned subsidiary of Calcium DC, for an aggregate purchase price of €76 million (US$80.7m). Calcium is a 60-40 joint venture between Alpha DC Fund and Keppel Data Centres Holding. Partners Low Kah Keong and Felicia Marie Ng led the transaction.


 

Deals – November 23, 2016

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Allen & Gledhill has advised Noble Group on the approximately US$1.05 billion sale of its subsidiary, Noble Americas Energy Solutions (NAES), to Calpine. The consideration for the sale consists of US$800 million, plus the repayment to Noble of NAES working capital. Partners Leonard Ching and Alvin Zhuang led the transaction.

Allen & Gledhill has also advised Sapphire Investments, a wholly-owned subsidiary of Jacobs Douwe Egberts, on the S$1.45 billion (US$1b) pre-conditional voluntary conditional general offer to acquire all the issued ordinary shares of Super Group. Partners Andrew Lim, Lee Kee Yeng, Serena Choo and Isaac Tung led the transaction.

AZB & Partners has acted as India counsel to VTB Bank and VTB Capital on VTB Bank’s provision of lending credit facilities for the restructuring of Essar Energy existing debt, as a pre-requisite to the acquisition of Essar Oil. Partner Nilang Desai led the transaction, which was completed on October 21, 2016 and was valued at approximately Rs240 billion (US$3.5b).

AZB & Partners has also advised The Xander Group (through Virtuous Retail) on its partnership with the APG Group (through APG Asset Management) to form a joint venture in Singapore. The JV company, Virtuous Retail South Asia, will be 23 percent owned by the Xander Group, with the APG Group owning 77 percent. The JV company, along with its subsidiaries, has acquired 100 percent equity shareholding and other securities of Indian companies owning integrated retail malls / shopping complexes. Senior partner Hardeep Sachdeva led the transaction, which was completed on November 4, 2016 and was valued at approximately Rs30 billion (US$438m).

Bird & Bird has acted as Singapore counsel for Haitong International Investment (Singapore), an indirect wholly-owned subsidiary of Hong Kong-listed Haitong International Securities Group, on its proposed acquisition of Haitong Securities India. With the proposed acquisition, the Haitong Group seeks to expand on its geographic footprint to India, complementing its well-established integrated equities research capabilities in the Chinese, Singaporean, Japanese and South Korean markets, and to allow the leveraging of the Indian entity’s existing investment banking businesses, particularly in cross-border M&As and equity capital markets origination for the larger Indian deals that require global distribution.

Clifford Chance has advised Citic CLSA Capital Markets, as the sole sponsor, and CLSA, Deutsche Bank, China Merchants Securities (HK), Haitong International Securities, HSBC, ABCI Capital and BNP Paribas Securities (Asia), as the underwriters, on Datang Environment Industry Group’s approximately US$250 million IPO in Hong Kong. Datang Environment Industry is a subsidiary of China Datang Group. China co-managing partner Tim Wang and partners Amy Lo and Fang Liu led the transaction. Kirkland & Ellis, led by Hong Kong corporate partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Shawn Tai, represented Datang Environment Industry Group.

Clifford Chance also advised on the first ever sale of green covered bonds from a Chinese bank, representing the joint lead managers (Bank of China, Bank of China (Hong Kong), BOCI Asia, HSBC, Citi, Barclays, China Construction Bank, Credit Agricole, Merrill Lynch, Societe Generale and Standard Chartered) on Bank of China’s issuance of US$500 million bonds due 2019 under the bank’s US$5 billion medium-term note programme. The team was led by Connie Heng, Asia-Pacific head of capital markets, supported by senior associate Mark Chan and associates Ambroise Ng and Nancy Mu. London partner Maggie Zhao was also involved.

Conyers Dill & Pearman has provided BVI advice to Hanrui Overseas Investment on its issuance of US$190 million 4.9 percent guaranteed bonds due 2019 (to be consolidated and form a single series with the US$300 million 4.9 percent guaranteed bonds due 2019) guaranteed by Hanrui International Investment, with the benefit of a keepwell and liquidity support deed dated June 28, 2016 made among the issuer, the guarantor, Jiangsu Hanrui Investment Holdings and The Bank of New York Mellon, and a deed of equity interest purchase undertaking dated June 28, 2016, each provided by the guarantor and Jiangsu Hanrui. Hong Kong partner Anna Chong, working alongside King & Wood Mallesons, led the transaction.

Conyers Dill & Pearman has also acted as special counsel in the Cayman Islands to Central China Real Estate and in BVI to the subsidiary guarantors of the company (Joy Ascend Holdings, Sino Joy Enterprises, Central China Real Estate Holdings, Proud Sky Investments, Leapup, Bumper Up and Artstar Investments) on the company’s issuance of US$200 million 6.75 percent senior notes due 2021. Hong Kong-listed Central China Real Estate is a Hong Kong-based investment holding company principally engaged in property businesses. Hong Kong partner Anna Chong, working alongside Sidley Austin, Li & Partners and Commerce & Finance Law Offices.

Cyril Amarchand Mangaldas has advised KNR Constructions and Patel Engineering on their agreement to sell their 100 percent stake in two special purpose vehicles, Patel KNR Infrastructures (PKI) and Patel KNR Heavy Infrastructures (PKHI) to Essel group company Express Way Developers. PKI and PKHI are operating annuity-based national highways awarded by the National Highways Authority of India on a build, operate and transfer basis. The total enterprise value of the projects is approximately Rs8.5 billion (US$124m). New Delhi partner Ajay Sawhney led the transaction, which was signed on November 12, 2016 and is expected to close by March 31, 2017.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Quess on its proposed purchase of the equity shares of Terrier Security Services (India), a private security services provider. Quess will acquire 49 percent of the shares from the existing shareholders of Terrier Security Services in the first tranche, followed by the purchase of 25 percent of the equity shares in the second tranche. Closing of the first tranche, subject to certain conditions precedent, is expected to be completed by December 15, 2016. Closing of the second tranche, subject to approval from the Foreign Investment Promotion Board, is expected to be completed in 2017. Bangalore corporate partners Arjun Lall and Arun Prabhu led the transaction which was signed on October 19, 2016. J Sagar Associates Bangalore advised the selling shareholders Captain S Ravi and KR Prabhu.

Drew & Napier is acting for Singapore-listed Innovalues on its S$331.4 million (US$232.4m) takeover by Precision Solutions, an investment fund advised and managed by private equity firm Northstar Advisers, to be effected by way of a scheme of arrangement under Section 210 of the Singapore Companies Act. Directors Steven Lo and Jon Nair are leading the transaction.

Hogan Lovells, together with Fujian Fidelity, has advised Mercedes Benz Auto Finance on its second securitisation of auto consumer credits. The deal (Silver Arrow China 2) value is approximately Rmb4.2 billion (US$609.5m). Partner Dietmar Helms led the transaction while Fidelity was led by partners Guiliang Lu and Zhiming Xu.

Howse Williams Bowers has acted as Hong Kong counsel for Alliance Capital Partners, the sole sponsor, and, together with Upbest Securities, as the joint global coordinator and joint book-runner, on the Hong Kong listing of Gemilang International. Gemilang is a major bus body manufacturer in Malaysia and Singapore, with its products sold in more than 10 markets, including Singapore, Malaysia, Australia, Hong Kong, China and India. Its products are mainly used by public and private bus transportation operators for their city buses and coaches. The shares commenced trading in Hong Kong on November 11, 2016. Partner Brian Ho led the transaction.

Khaitan & Co has advised the Bank of Baroda on a term loan facility of Rs3.65 billion (US$53.3m) extended to Lodha Crown Buildmart to part-finance the construction of a real estate project at Wadala, Mumbai, Maharashtra. Partner Kumar Saurabh Singh led the transaction.

Khaitan & Co has also acted as domestic counsel to the Government of India on the approximately US$325 million offer for sale through the stock exchange of 90 million equity shares of NBCC (India), representing 15 percent of its paid-up share capital held through the Ministry of Urban Development. Executive director Sudhir Bassi, partner Sharad Vaid and associate partner Madhur Kohli led the transaction.

Kirkland & Ellis is acting for Cofco Coca-Cola Beverages, a subsidiary of Hong Kong-listed China Foods and of state-owned Cofco, on its Rmb3.4 billion (US$493.7m) acquisition of equity interests in the bottling operations from The Coca-Cola Company and Swire Beverages Holdings, and on its sale through auction of its equity interests in the bottling operations in China at an aggregate reserve price of Rmb2.1 billion (US$305m). Signed on November 17, 2016, the tripartite definitive agreement for the acquisition aims to reshape Coca-Cola’s bottling operations in China. Closing of the deal will take place after necessary regulatory approvals are obtained and will result in a divide of the Coca-Cola’s bottling system in China between the two franchise partners — Cofco and Swire, each having larger bottling operations in China. China is Coca-Cola’s third-largest market by volume. After closing, the Coca-Cola beverages bottling group of Cofco will reach approximately 50 percent of the population in China. Hong Kong corporate partners Nicholas Norris and Joey Chau are leading the transaction.

Luthra & Luthra has advised direct-to-home (DTH) television operator Dish TV on its approved scheme of arrangement and execution of definitive agreements on the ‘all-stock’ merger of Videocon d2h into Dish TV. The combined entity, Dish TV Videocon, is expected to be a leading cable and satellite distribution platform in India and is estimated to be valued at about Rs170 billion (US$2.5b). India-listed Dish TV is Asia Pacific’s largest DTH company while Videocon d2h, whose American Depositary Receipts are listed on the Nasdaq, is India’s fastest growing DTH service provider. The merger remains subject to approvals, including from the SEBI, the stock exchanges, shareholders and creditors of both companies, the Competition Commission of India, the High Court of Bombay and the Ministry of Information and Broadcasting. Senior partner Mohit Saraf, supported by partners William Vivian John and Vaibhav Kakkar, led the transaction. Vd2h was advised by Shardul Amarchand Mangaldas & Co while Shearman & Sterling acted as international adviser to both Dish TV and Vd2h.

MinterEllison is acting as Australian counsel to Malaysian conglomerate Sime Darby on the sale and leaseback of a portfolio of industrial properties in Queensland and the Northern Territory for A$355.8 million (US$263m). The 20 properties are currently owned by its indirect wholly-owned subsidiaries Hastings Deering (Australia) and Austchrome. The transaction forms part of a broader reverse takeover of Singapore-listed Saizen Reit by Sime Darby Property Singapore (SDPS), an indirect wholly-owned subsidiary of Sime Darby. SDPS will also acquire a controlling stake in Japan Residential Assets Manager (JRAM), as manager of Saizen Reit. Perpetual (Asia) has been invited to become the incoming trustee of Saizen Reit. The parties have entered into an implementation agreement. Completion of the transaction is scheduled for early 2017, subject to various conditions, including regulatory and other approvals. Partners Tony Dhar (corporate and funds management), Adrian Rich (real estate) and David Moore (foreign investment advisory), supported by Melbourne partners David Inglis and Marcus Best, led the transaction while Allen & Gledhill acted as Singapore counsel. Wong Partnership and King & Wood Mallesons acted as Singapore and Australian counsel, respectively, to JRAM.

Paul Hastings has represented Samsung Electronics on its US$8 billion acquisition of Harman International Industries. Harman is the market leader in connected car solutions, with more than 30 million vehicles currently equipped with its connected car and audio systems. Through the acquisition, Samsung — a recognised industry leader in connected mobility, semiconductors, user experience and displays with global distribution channels — will add Harman’s experience designing and integrating sophisticated in-vehicle technologies and position itself to leverage Harman’s long-term relationships with most of the world’s largest automakers, creating significant growth opportunities for the combined business. The transaction is Samsung’s largest acquisition and is the largest Korean outbound M&A transaction. Carl Sanchez, chair of the global M&A practice, and Daniel Kim, head of the Korea corporate practice, supported by partners Matthew Berger, Nathalia Bernardo, Scott Flicker, Edward Han, Stephen Harris, Scott Hataway, Dong Chul Kim, Woojae Kim, Pierre Kirch, Tiffany Lee, Thomas Mounteer, Deyan Spiridonov and Peter Stone, led the transaction.

Paul Hastings has also advised Taikang Insurance Group on the acquisition of a 26.44 percent stake in Hong Kong-listed Harmonicare Medical Holdings, the largest private obstetrics and gynaecology specialty hospital group in China. Taikang is a leading innovative insurance and financial service group in China, with three core business lines covering insurance, asset management and health and elderly care. The acquisition is part of Taikang’s business strategy to expand in the healthcare and elderly care industries. Corporate partner Nan Li led the transaction.

Paul, Weiss is representing NorthStar Realty Finance on an agreement to sell a US$1 billion joint venture interest in its health care real estate portfolio to Taikang Insurance Group. Taikang, a leading Chinese insurer, will have a 19 percent interest following the transaction, which is valued at US$6.1 billion and is expected to close in the first quarter of 2017. Corporate partners Robert Schumer, Ellen Ching, Jeanette Chan and Bruce Gutenplan; tax partner Scott Sontag; real estate partners Harris Freidus and Salvatore Gogliormella; and litigation partner Moses Silverman are leading the transaction.

Paul, Weiss has also advised The Carlyle Group on the sale of its majority interest in Eastern Broadcasting Corporation (EBC), Taiwan’s largest television broadcaster, to Taiwan Optical Platform (TOP), a Taiwan-based telecommunications services provider. Carlyle first acquired an interest in EBC in 2006 and signed the sale and purchase agreement with TOP on October 14, 2016, with a consideration of approximately US$350 million. The deal is expected to close by early 2017. Corporate partner Jeanette Chan led the transaction.

Rajah & Tann Singapore has advised Zana China Fund on the disposal of its 100 percent equity interest in Leap Forward Holdings to Intermittent Glow and Elite Giant. Zana China Fund is managed by Zana Capital, a leading private equity firm, and is a fund focused on providing development capital to SMEs with business within China. Partner Danny Lim led the transaction.

Shearman & Sterling has advised OneLNG on the agreement to establish a joint venture with a wholly-owned subsidiary of Ophir Energy for the development, financing and operation of the Fortuna FLNG Project, offshore Equatorial Guinea. Upon a final investment decision being taken, OneLNG and Ophir will own 66.2 percent and 33.8 percent of the JV company, respectively, while the JV company will own Ophir’s share of the Block R licence and the Gandria FLNG vessel. A final investment decision is conditional upon debt financing and approvals by the shareholders of Ophir Energy and the government of Equatorial Guinea. A final investment decision for the Fortuna FLNG Project is expected to take place in the first half of 2017, with first gas anticipated in the first half of 2020. The expected total capital expenditure for the integrated project is approximately US$2 billion to reach first gas. Approximately US$1.2 billion is expected to be debt financed. OneLNG is a JV to rapidly develop natural gas reserves to LNG. Project development and finance partners Anthony Patten (Singapore) and Iain Elder (London) and M&A partner Matthew Powell (Abu-Dhabi) led the transaction.

Shearman & Sterling is also advising Golar Power on the development of the Porto de Sergipe LNG-to-Power Project in Brazil. Golar Power made a positive final investment decision on the project on October 17, 2016. As a result, the project company (Celse) has entered into a lump sum turn-key EPC agreement with General Electric to build, maintain and operate a 1.5GW combined cycle power plant; an agreement to charter the (LNG FSRU) Golar Nanook for 25 years, a new-build floating storage and regasification unit expected to be delivered in November 2017; and a long-term LNG sale and purchase agreement with Ocean LNG (a joint venture between Qatar Petroleum and ExxonMobil). Golar Power has also increased its participating interest in Celse from 25 percent to 50 percent. Ocean LNG will supply 1.3Mtpa of LNG to Celse, on a delivered ex-ship basis, with shipments scheduled to begin in 2020. Upon completion, the 1.5GW combined cycle power plant will be the largest thermal power station in South America. Golar Power is a 50/50 joint venture between Golar LNG and Stonepeak Infrastructure Partners to develop, own and operate integrated LNG-based transportation and downstream solutions. Project development and finance partners Anthony Patten (Singapore) and Iain Elder (London) and M&A partner Matthew Powell (Abu-Dhabi) led the transaction.

Simpson Thacher has represented Doosan Bobcat on its IPO of approximately 30 million shares of its common stock. The offering raised W901 billion (US$765.5m) in gross proceeds for the selling stockholders, which consisted of a group of Korean financial investors. Doosan Bobcat’s common shares were offered by the selling shareholders as a registered IPO in Korea and in reliance on exemptions under the US Securities Act of 1933, as amended, including Rule 144A and Regulation S, outside Korea. JP Morgan Securities and Korea Investment & Securities acted as global coordinators and joint bookrunners while Credit Suisse Securities, Hanhwa Investment & Securities, HSBC and Shinyoung Securities acted as joint bookrunners. Partner Youngjin Sohn led the transaction.

Skadden is representing a consortium on its non-binding proposal to Nasdaq-listed SciClone Pharmaceuticals’ Board of Directors to acquire SciClone shares that the consortium does not already own. Partners Daniel Dusek, Jon Christianson, Peter Huang, David Kitchen, Bradley Klein, Sean Shimamoto, Jose Esteves, Edward Micheletti and Joseph Yaffe are leading the transaction.

Troutman Sanders is advising Fullshare Holdings on its acquisition of all of the issued shares of China High Speed Transmission Equipment Group. The transaction involves approximately 1.6 billion shares, with Fullshare and the parties acting in concert with it holding approximately 148.6 million shares. On the basis of the ascribed value of HK$11 (US$1.42) per share and assuming that there will be no change in the number of the shares in issue prior to the closing date, the offer is valued at approximately HK$16.35 billion (US$2.1b). Partner Rossana Chu is leading the transaction.

WongPartnership has acted for Canada Pension Plan Investment Board on its US$375 million investment representing a 25 percent stake in Raffles City China Investment Partners III, a fund which will invest in prime integrated developments in gateway cities in China, with a fund size of US$1.5 billion, CapitaLand’s largest private capital-raising. Partner Felicia Marie Ng led the transaction.

WongPartnership is also acting for City Developments, through its wholly-owned subsidiary Sunmaster Holdings, on the divestment of its entire interest in Summervale Properties, which owns the Nouvel 18 luxury condominium through a third profit participation securities scheme for S$977.6 million (US$685.8m). Partners Susan Wong, Hui Choon Yuen, Monica Yip, Low Kah Keong, Goh Gin Nee, Tan Li Wen and Bonnie Wong are leading the transaction.


 

Deals – November 16, 2016

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Allen & Gledhill has advised DBS Bank on the acquisition of the wealth management and retail banking business of Australia and New Zealand Banking Group in Singapore, Hong Kong, China, Taiwan and Indonesia for approximately S$110 million (US$78m). Partners Prawiro Widjaja, Andrew Chan, Catherine Neo, Elsa Chen, Ho Kin San, Hoo Sheau Farn, Tham Kok Leong and Lim Pek Bur led the transaction.

AZB & Partners has acted as Indian counsel to Quality Investment on PNB Housing Finance’s IPO of equity shares. Quality Investment is the holding entity of Destimoney Enterprises, one of the group companies of PNB Housing Finance. Partners Varoon Chandra, Nilianjana Singh and Lionel D’Almeida led the transaction, which was completed on November 7, 2016 and was valued at approximately Rs30 billion (US$443.4m).

AZB & Partners has also advised General Electric on its acquisition of 49 percent of the share capital of Alstom Bharat Forge Power from Bharat Forge. Partner Vaidhyanadhan Iyer led the transaction, which was valued at approximately Rs2.3 billion (US$34m) and is yet to be completed.

Clifford Chance has advised the underwriters on China Cinda Asset Management’s issuance of US$3.2 billion 4.45 percent non-cumulative perpetual offshore preference shares. This is the first preference share offering by a non-bank financial institution from China to replenish Additional Tier 1 capital. Partners Angela Chan and Fang Liu led the transaction.

Conyers Dill & Pearman has provided Cayman Islands advice to Cayman Golden Century Wheel Group on its US$280 million IPO of ordinary shares on Kosdaq, a trading board of the Korea Exchange. Cayman Golden Century Wheel Group manufactures and distributes tractor wheels and tire products in China. Hong Kong partner Richard Hall led the transaction, working alongside Lee & Ko.

Davis Polk has advised Aluminum Corporation of China (Chalco) on the US$500 million 4.25 percent senior perpetual capital securities issued by Chalco Hong Kong Investment, Chalco’s wholly-owned BVI subsidiary. The securities have the benefit of a keepwell deed and a deed of equity interest purchase undertaking provided by Chalco, and are unconditionally and irrevocably guaranteed by Chalco Hong Kong, Chalco’s wholly-owned Hong Kong subsidiary. A leading enterprise in the non-ferrous metal industry in China, Chalco principally engages in alumina refining, primary aluminum smelting and trading of related products. Its shares are listed in Hong Kong, New York and Shanghai. Partner Paul Chow led the transaction.

DFDL has advised the new Thai lenders syndicate on the refinancing of the 615MW Nam Ngum 2 hydropower project in Laos. Valued at US$573 million, the transaction will refinance the construction and operation phase of the project, as well as upgrades to the Nabong transmission facilities for export of electricity from Laos to Thailand. Partner Audray Souche led the transaction, which closed on September 27, 2016.

Dorsey & Whitney’s Hong Kong office has acted as US and Hong Kong counsel to Powerlong Real Estate, a Hong Kong-listed PRC property developer, on the offer to purchase its outstanding Rmb1.5 billion (US$219m) 10.75 percent senior notes due 2017. The tender offer was completed on November 2, 2016. Approximately 58.65 percent of the total aggregate principal amount of the outstanding notes, representing approximately Rmb879.7 million (US$128.4m), was accepted for purchase. The notes repurchased pursuant to the tender offer have been cancelled. The dealer manager of the tender offer was HSBC while the information and tender agent was DF King. Partners Simon Chan and Kenneth Kwok led the transaction.

Hogan Lovells has advised DBM Global on its acquisition of the detailing and Building Information Modeling (BIM) management business of PDC Global, and on its acquisition of BDS VirCon. PDC is a highly experienced global engineering design, detailing and 3D BIM management company while BDS VirCon is a leading global steel and rebar detailing and BIM firm. The acquisitions spanned seven jurisdictions — Australia, North America, Thailand, India, the Philippines, the UK and Singapore. A wholly-owned operating subsidiary of New York-listed HC2 Holdings, DBM Global provides fully integrated structural and steel construction services in North America and across the globe. The acquisitions allow DBM Global to provide a uniquely comprehensive set of services to design, build and manage steel construction projects throughout many parts of the world. Head of corporate for Australia Tim Lester, supported by Denver partner Keith Trammel, led the transaction. Norton Rose Fulbright acted for PDC while ClarkeKann acted for BDS Vircon.

Khaitan & Co has advised Audax Group on the acquisition of Mobileum and its group companies. Since its founding in 1999, Audax Private Equity has been focused on building leading middle market companies. Audax has invested US$4 billion in 100 platform and 515 add-on companies. Through its disciplined buy and build approach, Audax seeks to help platform companies execute add-on acquisitions that fuel revenue growth, optimise operations, and significantly increase equity value. Associate partner Pooja Patel, supported by executive director Daksha Baxi, led the transaction.

Khaitan & Co has also advised First Gulf Bank (FGB) on the US$212.5 million external commercial borrowing granted to Air India to finance the acquisition of two Boeing 787-8 aircrafts. Established in 1979 and headquartered in Abu Dhabi, FGB is the third-largest bank by assets in the UAE. Partner Devidas Banerji led the transaction.

Kirkland & Ellis is representing GIC, Singapore’s sovereign wealth fund, on its €2.4 billion (US$2.6b) acquisition of P3 Logistic Parks from TPG Real Estate and Ivanhoe Cambridge. P3 is a leading specialist pan-European owner, developer and manager of logistics properties. The deal, which was signed on November 4, 2016, is the largest European real estate transaction this year. Partners Matthew Elliott and Celyn Evans (corporate), Michael Steele (debt finance), Paula Riedel (competition) and Jonathan Kandel and Frixos Hatjantonas (tax) led the transaction, which spanned nine jurisdictions.

Luthra & Luthra Law Offices has acted as Indian counsel to Citigroup Global Markets India, Morgan Stanley India and ICICI Securities as the brokers on a block deal of Larsen & Toubro’s equity shares by Specified Undertaking of Unit Trust of India (SUUTI), aggregating to around Rs21 billion (US$310.2m). Partner Manan Lahoty led the transaction while Sidley Austin acted as international counsel. Cyril Amarchand Mangaldas advised SUUTI.

Luthra & Luthra Law Offices has also advised Essel Infra Projects on the acquisition of two operational annuity-based build-operate-transfer assets awarded by the National Highways Authority of India from KNR Constructions and Patel Engineering for an enterprise value of Rs8.5 billion (US$125.6m). Partners Bikash Jhawar and Aditya Periwal led the transaction, which is subject to customary conditions precedent and is expected to close in the next two to three months.

Rajah & Tann Singapore has acted for Groupama Singapore Branch on the sale and transfer of the run-off general insurance business carried on by Groupama to Reardon, an insurance company dedicated to managing the run-off of non-life insurance and reinsurance business. The transfer was made under section 49FB of the Insurance Act and required the approval of the Monetary Authority of Singapore and the confirmation of the Singapore High Court. Partners Simon Goh and Wang Ying Shuang led the transaction, which was completed on September 30, 2016.

Sidley Austin has advised Xiwang Foodstuffs on its acquisition of Kerr Investment from Oak Trust. Partners Joseph Chan (Shanghai) and Mengyu Lu (Beijing) led the transaction, which was announced on September 20, 2016 and was valued at US$730 million.

Simpson Thacher’s Hong Kong office has represented Zhou Hei Ya International on its IPO in Hong Kong and Rule 144A/Regulation S offering of 424.47 million shares (prior to any exercise of the overallotment option), which raised approximately HK$2.5 billion (US$322m) in gross proceeds. Zhou Hei Ya’s ordinary shares are listed in Hong Kong. Morgan Stanley Asia and Credit Suisse (Hong Kong) acted as joint global coordinators and joint sponsors and, with China Merchants Securities (HK), as joint lead managers. A leading brand and retailer of casual braised food in China, Zhou Hei Ya specialises in the production, marketing and retailing of casual braised food, particularly braised ducks and duck parts. Partners Chris Lin and Christopher Wong led the transaction.

Shearman & Sterling has advised The Xander Group on the establishment of a joint venture with APG Strategic Real Estate Pool for investment in retail developments in India and the related US$300 million acquisition by the joint venture company, Virtuous Retail South Asia, of an initial portfolio of three retail assets from a Xander-sponsored fund. APG and Xander have also committed an additional US$150 million, which will be used to expand the investment portfolio of Virtuous Retail. APG has provided 77 percent of the equity for a majority shareholding in the JV, with Xander investing the balance of 23 percent. The JV represents the largest single deal in the retail real estate sector in India. APG is the Netherlands’ largest manager of pension capital while Xander is a global investment firm focused on real estate, infrastructure, hospitality, retail and credit in emerging markets. Singapore M&A partner Sidharth Bhasin led the transaction while AZB & Partners advised on India law. Ashurst, led by Dean Moroz (Hong Kong) and Ed Bennett (Singapore), acted as lead counsel to APG while J Sagar Associates and Shook Lin & Bok advised on India law and Singapore law, respectively.

Shearman & Sterling is also advising Taikang Insurance Group on the establishment of a joint venture with New York-listed NorthStar Realty Finance Corp.. NorthStar are being advised by Paul, Weiss. Through the JV, Taikang will acquire approximately a US$1 billion interest at a valuation of US$6.1 billion in NorthStar’s existing portfolio of healthcare assets in the US and the UK. Taikang is one of the leading insurance companies in China. This deal marks the largest investment made by Taikang in healthcare assets out of China and further reinforces the significance of Taikang entering the global healthcare real estate markets. The transaction is expected to close in the first quarter of 2017. Leading the transaction for Shearman & Sterling are partners Stephanie Tang (Hong Kong-M&A) and John Marzulli (New York-M&A) and Lisa Brill (New York-real estate), supported by Jordan Altman (New York-intellectual property) and Larry Crouch (Menlo Park-tax), are leading the transaction. The Paul, Weiss team includes corporate partners Robert Schumer, Ellen Ching, Jeanette Chan and Bruce Gutenplan and counsel Paul Donnelly and David Lee, tax partner Scott Sontag, real estate partners Harris Freidus and Salvatore Gogliormella, international trade counsel Richard Elliott, and litigation partner Moses Silverman.

Shook Lin & Bok has acted as Singapore counsel to NTT Data on the US$3.5 billion acquisition of the business known as Perot Systems from Dell. The deal involved restructuring of Dell’s assets and business prior to the completion of the acquisition. Partner Dayne Ho led the transaction.

Skadden is representing Guangdong Kanghua Healthcare (Kanghua Healthcare), the operator of the largest private hospital in China, on its global offering, including an international offering and a Hong Kong public offering. Kanghua Healthcare estimates that it will receive proceeds of approximately HK$884.7 million (US$114m) from the global offering, based on the offer price of HK$11.6 (US$1.50) per H share. The shares commenced trading in Hong Kong on November 8, 2016. Hong Kong corporate partners Christopher Betts and Will Cai are leading the transaction.

Tay & Partners has acted on the M$23 million (US$5.3m) sale of a 1.3-hectare industrial land, including the office building and factories erected thereon, in Shah Alam, Selangor by a leading MNC to a Reit. Partner Teo Wai Sum led the transaction.

Wong & Partners has advised Employees Provident Fund (EPF) on its proposed acquisition of 40 percent of the share capital of Konsortium Lebuhraya Utara-Timur (KL) (Kesturi) from Nuzen Corporation, an indirect wholly-owned subsidiary of Ekovest, for M$1.13 billion (US$261.4m). The acquisition also included the provision of advice relating to a shareholders agreement between the EPF and its wholly-owned subsidiary company, Nuzen, Ekovest and Kesturi. Nuzen is the 100 percent shareholder of Kesturi, which is the concession holder of the Duta-Ulu Klang Expressway (DUKE) Phase-2, which commenced construction in December 2013 and is expected to be operational by 2017. Partner Muniz Abdul Aziz led the transaction, which was signed on November 8, 2016.


 

Deals – November 9, 2016

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Appleby has acted as Cayman counsel to four listings in Hong Kong. The firm acted for PFC Device, Goal Forward Holdings, Tai Kam Holdings and Chong King Group Holdings in their listings, all within October 2016, which raised approximately HK$347 million (US$44.7m). PFC Device manufactures and sells power discrete semiconductors under its own PFC brand in China and other Asian regional markets. Goal Forward is a food ingredients supplier with a focus on providing fruit and vegetables to food service operators in Hong Kong. Tai Kam is primarily engaged with slope works in Hong Kong, including landslip preventive and remedial works for improving or maintaining the stability of slopes and retaining walls. Chong King is a leading concrete provider in Hong Kong. Hong Kong managing partner Frances Woo led the Chong King transaction while Hong Kong corporate partner Judy Lee led the other three transactions.

Appleby has also acted as Bermuda counsel to Nasdaq-listed ChipMOS Technologies (Bermuda) on its US$540 million merger with its 58.3 percent-owned subsidiary, ChipMOS Technologies Taiwan, with ChipMOS Taiwan as the surviving company effective October 31, 2016. ChipMOS group is one of the leading independent providers of assembly and test services for liquid crystal display and other flat-panel display-driver semiconductors in Taiwan, and for advanced memory and logic/mixed-signal products in Taiwan and China. The merger is consistent with the continuing efforts to simplify and streamline the ChipMOS group structure and reduce operating costs to enhance operation efficiency. This transaction is the first merger between a Bermuda Nasdaq-listed company and a Taiwan-listed company. Hong Kong managing partner Frances Woo, supported by Bermuda partner Tonesan Amissah, led the transaction, while K&L Gates and Johnson & Partners acted as US and Taiwan counsels, respectively. Cooley acted as independent counsel to the special committee of ChipMOS Bermuda. Davis Polk & Wardwell and Lee and Li acted as US and Taiwan counsels to ChipMOS Taiwan, respectively.

AZB & Partners is advising Hike Global on the restructuring of its existing shareholding and additional investments by new incoming shareholders. Partner Rachit Bahl is leading the transaction, which is valued at approximately Rs10 billion (US$150.4m) and is yet to be completed.

AZB & Partners has also advised Arvind on the sale by Arvind Fashions of 10 percent of the equity share capital to Multiples Private Equity. Senior partner Ashwath Rau and partners Nisha Uberoi and Rishi Gautam led the transaction, which was signed on October 25, 2016 and was valued at approximately Rs7.4 billion (US$111.3m).

Clifford Chance has advised GE on the establishment of a US$32 billion full-stream industrial services company with Baker Hughes. Sydney partner Dave Poddar led the transaction.

Cyril Amarchand Mangaldas has advised Kotak Mahindra Capital, DSP Merrill Lynch, Edelweiss Financial Services, ICICI Securities, IDBI Capital Markets and Securities and SBI Capital Markets on an appeal before the Securities Appellate Tribunal (SAT) against the November 28, 2014 order of the Securities and Exchange Board of India (SEBI) imposing a Rs10 million (US$150,610) penalty on the banks for alleged violations of SEBI Regulations in the IPO of Credit Analysis and Ratings. The core issue was the disclosure pertaining to correspondence with the Reserve Bank of India regarding the applicability of minimum capitalisation norms to non-banking financial companies. The SAT allowed the appeal and set aside the SEBI order and penalty. Mumbai capital markets partner Yash Ashar led the transaction.

Cyril Amarchand Mangaldas has also acted as sole Indian counsel to the Ministry of Civil Aviation (MoCA) and the Airports Authority of India (AAI) on the Regional Connectivity Scheme conceptualised by the MoCA pursuant to the National Civil Aviation Policy 2016 for promoting regional air connectivity to under-served and un-served airports by providing financial and non-financial support to airline operators through a competitive bidding process. The AAI has been appointed by MoCA as the scheme’s implementing agency. State governments are expected to offer waiver of duties on aviation turbine fuel while airport operators will offer concessional aeronautical charges. The central government, through AAI, will auction the scheme routes on the basis of lowest viability gap funding per seat sought by the potential operators. The selected operators will get three years of exclusivity on the routes they bid for. This is a first-of-its-kind PPP initiative globally to promote air connectivity to smaller towns and cities, promoting not only air transport services but also the growth potential of smaller cities through better connectivity. New Delhi infrastructure and project financing partner Ramanuj Kumar, supported by partners SR Patnaik and Mekhla Anand, led the transaction.

Davis Polk has advised the underwriters on Kexim’s SEC-registered Schedule B debt offerings of US$750 million floating-rate notes due 2019, US$750 million 1.5 percent notes due 2019, US$300 million 1.875 percent notes due 2021 and US$700 million 2.375 percent notes due 2027. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partners Eugene Gregor and James Lin led the transaction.

Davis Polk has also advised the initial purchasers on the US$100 million Regulation S offering by Golden Wheel Tiandi Holdings of its 8.25 percent senior notes due 2019. Hong Kong-listed Golden Wheel Tiandi Holdings is an integrated commercial and residential property developer, owner and operator with a proven track record in China. Partner William Barron led the transaction.

Dhir & Dhir Associates has advised the consortium of lenders led by L&T Infrastructure Finance on the Rs1.06 billion (US$16m) financial facility extended to Focal Energy Solar One India to refinance part of the outstanding project debt of the 20MW operational solar power project in Sitamau, Madhya Pradesh. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Navratna public sector enterprise NMDC on its approximately Rs75.27 billion (US$1.13b) buyback of approximately 20 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.

Dorsey & Whitney’s Hong Kong office has acted as the US, Hong Kong and English counsel for Hong Kong-listed Chinese property developer Powerlong Real Estate Holdings on its US$200 million issue on September 15, 2016 of high-yield bonds due 2021. Net proceeds will be used to refinance existing indebtedness. The underwriters of the offering were BofA Merrill Lynch, HSBC, Huatai Financial Holdings (Hong Kong), Guotai Junan International and Credit Suisse. Partners Steve Nelson, David Richardson, Simon Chan and Paul Denham led the transaction.

Khaitan & Co has advised MOPE Investment Advisers on the Rs1 billion (US$15m) primary and secondary investment by India Business Excellence Fund-II and India Business Excellence Fund-IIA to acquire a minority stake in Ganesh Grains. Associate partner Arindam Sarkar led the transaction.

Khaitan & Co has also acted as domestic counsel to ECL Finance on its debut overseas issue of Rs5.02 billion (US$75.6m) 9.05 percent Indian rupee-denominated US dollar-settled senior secured notes, also known as masala bonds. The unrated bonds are proposed to be dual-listed in Singapore and Mauritius. ECL Finance is a subsidiary of Edelweiss Financial Services, one of India’s leading diversified financial services companies. The transaction makes ECL Finance as the second non-banking financial company to issue masala bonds since the guidelines were issued by the Reserve Bank of India in September 2015. Executive director Sudhir Bassi, partner Nikhilesh Panchal and associate partner Manisha Shroff, supported by executive director Daksha Baxi, led the transaction. Baker & McKenzie Wong & Leow, led by Singapore debt capital markets principal Pallavi Gopinath Aney, advised the joint lead managers.

Maples and Calder has acted as Cayman Islands counsel to Cofco Meat Holdings on its IPO and listing of 975.6 million shares in Hong Kong. The shares were offered at HK$2 (US$0.258) each, raising approximately HK$1.95 billion (US$251.4m). A subsidiary of stated-owned food conglomerate Cofco Group, the issuer is a leading integrated pork company with a focus on providing safe meat products in China. Partner Derrick Kan led the transaction, while Cleary Gottlieb Steen & Hamilton acted as Hong Kong and US counsel. Clifford Chance acted as Hong Kong and US counsel for the underwriters.

Norton Rose Fulbright has advised the Thai and Malaysian arms of Trans Thailand-Malaysia (TTM) on the US$207 million refinancing of an offshore gas pipeline project in the Malaysia-Thailand Joint Development Area in the Gulf of Thailand. TTM (Thailand) received US$195 million from HSBC, Sumitomo Mitsui Banking Corporation and the Bank of Ayudhya, while TTM (Malaysia) received US$12 million from HSBC. The refinancing is to prepay the existing Phase I debt held by the two companies under facilities dated June 2004. Malaysia’s Petronas and Thailand’s PTT are 50:50 joint partners in both TTM (Thailand) and TTM (Malaysia), which have developed and are operating Phase I of the offshore gas pipeline project. Singapore partner Stephen Begley, supported by Bangkok partner Tassanai Kiratisountorn, led the transaction. The lenders were advised by Baker & McKenzie.

Rajah & Tann Singapore is acting for the shareholders of Indoguna (Singapore), Indoguna Dubai, Lordly Company and Just Meat (the Indoguna Group) on the proposed sale of 80 percent of the shares in Indoguna Group. The purchaser is a wholly-owned subsidiary of Thailand-listed Siam Makro, part of the Charoen Pokphand Group, one of the largest cash-and-carry retail companies in Thailand. The Indoguna Group is a global leader in the distribution and manufacturing of premium food and beverage products, with facilities in Singapore, Hong Kong and Dubai. Partners Lim Wee Hann and Tan Chon Beng are leading the transaction.

Shardul Amarchand Mangaldas & Co has advised Axis Capital, Citigroup Global Markets India and Nomura Financial Advisory and Securities (India), as the brokers representing the president of India, on the Rs22 billion (US$331.6m) offer for sale of 15 percent of the paid-up equity share capital of NBCC (India). As part of the transaction, the president of India, acting through the Ministry of Urban Development, sold up to 90 million equity shares through the stock exchange. The trade took place on October 20, 2016 for non-retail investors and on October 21, 2016 for retail investors and non-retail investors who chose to carry forward their un-allotted bids. Capital markets national practice head partner Prashant Gupta and partner Sayantan Dutta led the transaction, while Herbert Smith Freehills acted as international counsel. Khaitan & Co advised the President of India while Dorsey & Whitney acted as international counsel.

Simpson Thacher’s Hong Kong office has represented JNBY Design on its IPO in Hong Kong and Regulation S offering of 125 million shares, prior to the exercise of the overallotment option, which raised HK$800 million (US$103m) in gross proceeds. JNBY’s shares are listed in Hong Kong. CCB International acted as the sole sponsor and sole global coordinator and, with Citic CLSA Securities, as joint lead managers. Established in 1994, JNBY is a leading Chinese fashion brand. Partner Christopher Wong led the transaction.

Simpson Thacher has also represented GDS Holdings on its IPO and listing on the Nasdaq of 19.25 million American depositary shares, representing 154 million Class A ordinary shares. The total offering size was US$192.5 million, before the exercise of the underwriters’ overallotment option. Credit Suisse Securities (USA), JP Morgan Securities, Citigroup Global Markets, RBC Capital Markets and China Renaissance Securities (Hong Kong) acted as joint book-running managers of the offering. GDS is a leading developer and operator of high-performance data centres in China. Its facilities are located in China’s primary economic hubs where demand for high-performance data centre services is concentrated. Partner Daniel Fertig led the transaction.

Skadden is advising Jacobs Douwe Egberts (JDE) on the pre-conditional offer by its indirect wholly-owned subsidiary, Sapphire Investments, to acquire all the issued shares of Super Group, supported by irrevocable commitments received from shareholders representing 60 percent of Super Group’s issued shares to tender their shares in the offer. The offer will be at S$1.30 (US$0.936) per share, or a total consideration of approximately S$1.45 billion (US$1.04b). Partners Daniel Dusek , Sean Doyle, Paul Schnell, Mark Darley, Brad Klein, Bruce Goldner, Jamie Boucher and Frederic Depoortere led the transaction while Allen & Gledhill, led by partners Andrew Lim and Lee Kee Yeng, also advised JDE. WongPartnership, led by partners Andrew Ang and Audrey Chng, is acting for Super Group.

Thanathip & Partners has acted as Thai counsel to Banpu Power, a power business flagship holding company of the Banpu Group, on its approximately Bt1.3 billion (US$37.2m) IPO of 648.5 million shares in and outside of Thailand. The IPO is considered Thailand’s largest in 2016. Bualuang Securities, Kasikorn and Thanachart Securities acted as Thai lead underwriters while CIMB Securities (Singapore), Credit Suisse (Singapore) and The Quant Group acted as international bookrunners. Banpu Power first traded in Thailand on October 28, 2016. Managing partner Thanathip Pichedvanichok led the transaction while Latham & Watkins Hong Kong acted as international counsel.

Thanathip & Partners is also advising Bangkok Dusit Medical Services, a leading private hospital in Thailand, on the proposed acquisition by its 99.99 percent-owned subsidiary, Paolo Medic, of the entire business of Mayo Hospital for approximately Bt1.4 billion (US$40m) to expand its customer base in the middle-class segment in Bangkok and its vicinity. Capital markets head partner Chawaluck Sivayathorn Araneta is leading the transaction, which is expected to be completed in January 2017.

WongPartnership is acting as Singapore counsel for ams AG on its proposed acquisition of Heptagon Advance Micro-Optics for up to US$855 million. Partner Milton Toon is leading the transaction.

Deals – November 2, 2016

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Allen & Gledhill has advised Alam Sutera Realty, through its wholly-owned subsidiary Alam Synergy, on Alam Sutera’s issue of US$245 million 6.625 percent senior notes due 2022. Partners Glenn Foo and Sunit Chhabra led the transaction.

AZB & Partners has advised Housing Development Finance Corporation on its overseas issue of rupee-denominated bonds. Partner Varoon Chandra led the transaction, which was valued at Rs5 billion (US$75m) and closed on October 20, 2016.

AZB & Partners is also advising JM Financial Products on its acquisition of approximately 24.5 percent shares of India Home Loan. Partner Anand Shah is leading the transaction, which was signed on October 20, 2016.

Clayton Utz is advising Australia-listed environment, waste management and industrial services provider Tox Free Solutions on its acquisition of 100 percent of the shares and related assets of Daniels Health and Daniels Manufacturing. Daniels is a leading provider of medical waste solutions, collection and treatment in the Australian healthcare sector with approximately 300 employees across 17 sites in Australia, as well as three joint venture managed sites in New Zealand. The acquisition, announced on October 26, 2016, was for A$186 million (US$142.3m), subject to adjustments. The firm is also advising Tox Free on its fully underwritten 1 for 3.9 pro-rata accelerated non-renounceable entitlement offer to raise total proceeds of A$85 million (US$65m) to partly fund the acquisition. The institutional component of the entitlement offer opened on October 26, 2016 while the retail component opens on November 3, 2016. Partners Mark Paganin and Stuart Bryne are leading the transaction.

Colin Ng & Partners has advised a group of investors investing, in two separate transactions, in two Singapore fintech companies, Planar Investments and Dragon Wealth. Named as a top Singapore fintech company in the personal finance management space, Planar Investments operates under the branding of Weinvest. Dragon Wealth has been named as a top Singapore fintech company in the data management space, and is a financial technology company assisting relationship managers on client preferences and data. Funds and financial services partner Amit Ramkrishn Dhume led the transactions.

Cyril Amarchand Mangaldas has advised the Department of Investment and Public Asset Management of India’s Ministry of Finance on the further divestment by the President of India of approximately 0.4 percent of its stake in Container Corporation of India (CONCOR) through an off-market sale of equity shares to certain eligible CONCOR employees. Under this employee offer, a total of 79,083 shares were sold on October 7, 2016, raising approximately Rs89.8 million (US$1.3m). New Delhi partners Aarti Joshi and Gokul Rajan led the transaction.

Cyril Amarchand Mangaldas has also advised the Department of Investment and Public Asset Management of India’s Ministry of Finance on the further divestment by the President of India of approximately 0.5 percent of its stake in Engineers India to certain eligible Engineers India employees. Under this employee offer, approximately 1.7 million shares were sold on October 7, 2016, raising approximately Rs313.7 million (US$4.7m). New Delhi partners Aarti Joshi and Gok led the transaction.

ELP has advised the promoters and the promoter group of Swiss Glascoat Equipment, an Indian listed company, on the sale of their stake to HLE Engineers and its promoters and exit from the company, in accordance with the provisions of the SEBI rules. Partner Darshan Upadhyay and associate partner Bhavin Gada led the transaction, which was announced on October 25, 2016.

Harry Elias Partnership has represented Singapore Medical Group (SMG) on its acquisition of Astra Women’s Specialist group of clinics for US$60 million, to be satisfied by way of approximately 81.1 million new shares at S$0.333 (US$0.24) each and a payment, in three tranches, of S$33 million (US$23.7m) in cash. The Astra Women’s Specialist group of clinics comprises six obstetrics and gynaecology (O&G) clinics, along with five reputable doctors who will bring a wealth of experience for SMG. Upon completion of the acquisition, SMG will have eight O&G doctors, making it one of the largest specialist practitioners in the private sector dedicated towards women’s health and wellness. Partner Claudia Teo led the transaction.

J Sagar Associates has advised the Mahajan Family on the settlement of its dispute with Lubrimetal and the purchase of Lubrimetal’s 50 percent shareholding in Peddington Lubrimetal. The Mahajans entered into an acquisition and joint venture agreement with Lubrimetal in 2004 to form a JV company named Peddington Lubrimetal. In the execution of the agreement, differences arose between the parties, which led to Lubrimetal filing civil and criminal court proceedings against the Mahajans. The parties have amicably resolved their differences, executed the settlement agreement and filed consent terms on July 28, 2016 in the Bombay High Court. Pursuant thereto, the Mahajans purchased Lubrimetal’s 50 percent shareholding in the JV company. Partners Shailesh Shukla, Nitin Potdar and Ongmu Tshering led the transaction. Lubrimetal was represented by DSK Legal.

J Sagar Associates has also advised Solutions Infini Technologies (India) on the acquisition of 51 percent of its stake by Ubiquity, an Italy-based messaging platform provider. A cloud communication start-up based in Bengaluru, Solutions Infini uses cloud-based technology platforms for enabling enterprises across industries to engage with customers using mobile messaging, voice communication and email. Partners Gerald Manoharan and Tony Verghese led the transaction.

Latham & Watkins has advised Nissan Motor on its acquisition of a controlling 34 percent equity stake in Mitsubishi Motors (MMC) to become MMC’s largest shareholder. MMC will also become part of the global Alliance with Nissan and Renault. With the addition of MMC, the Alliance will be in the world’s top three automotive groups by global volumes, with sales of 10 million units in fiscal year 2016. Nissan and MMC will collaborate on joint purchasing, deeper localisation, joint plant utilisation, common vehicle platforms, technology-sharing and an expansion of the companies’ combined presence in both developed and emerging markets. Tokyo corporate partners Michael Yoshii and Hiroki Kobayashi led the transaction.

Maples and Calder is acting as Cayman Islands counsel to the special committee of Qunar Cayman Islands on its US$4.4 billion take-private offer from a consortium led by Ocean Management, an entity related to Ocean Imagination, a private equity fund with a focus on travel industries in China. Nasdaq-listed Qunar is one of China’s leading digital travel service providers. The deal, subject to shareholder approval, is expected to close in the first quarter of 2017. Partner Derrick Kan led the transaction while Kirkland & Ellis acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel for the buyer consortium.

Maples and Calder has also acted as BVI counsel to China Great Wall International Holdings III on the establishment of its US$6.5 billion medium term note programme and the issuance of US$1.5 billion notes in two tranches: US$700 million 2.25 percent guaranteed notes due 2019 and US$800 million 2.625 percent guaranteed notes due 2021 together with the 2019 notes. The notes under the MTN programme are unconditionally and irrevocably guaranteed by Great Wall Pan Asia International Investment, a wholly-owned subsidiary of China Great Wall Asset Management (China Great Wall). One of four Chinese financial institutions fully funded by the Ministry of Finance, China Great Wall specialises in acquiring, managing and disposing non-performing assets of the country’s five largest state-owned banks. The notes are listed in Hong Kong. Partner Derrick Kan led the transaction while Linklaters acted as Hong Kong and English counsel to the issuer, the guarantor and China Great Wall. Clifford Chance acted as English counsel for the arrangers, comprised of ABCI Capital, Agricultural Bank of China Hong Kong Branch, Bank of China, BOCI Asia, CCB International Capital, CMB International Capital, Credit Suisse (Hong Kong), JP Morgan Securities and Standard Chartered Bank.

Mourant Ozannes has advised CVC Capital Partners on the first public-to-private transaction in Hong Kong completed by a private equity firm. CVC has announced the completion of the US$1.1 billion privatisation of Nirvana Asia by way of scheme of arrangement. The scheme was approved following a vote in favour of the offer from investors holding over 99 percent of the company’s shares on September 28, 2016 and was subsequently sanctioned by the Cayman Islands Grand Court on September 30, 2016. Nirvana is the largest integrated funeral and bereavement care provider in Asia. Headquartered in London, CVC manages capital on behalf of over 300 institutional, governmental and private investors worldwide. Nirvana founder Tan Sri David Kong and CVC are now the two largest shareholders in the company. Kong will continue as CEO and lead the existing management team of Nirvana. Hong Kong managing partner Paul Christopher, assisted by partners Shaun Folpp and Simon Lawrenson, led the transaction. Clifford Chance also advised CVC.

Norton Rose Fulbright has advised ME on a A$1.5 billion (US$1.14b) residential mortgage-backed fund raising. The SMHL Series Securitisation Fund 2016-1 transaction used for the raising was the most attractively priced Australian residential mortgage-backed security for the year, with the most senior notes issuing at year-low margins. The transaction structure provided for six classes of bonds. Partner Scott Millar (Melbourne), supported by partners Ellen Thomas (Melbourne), Dale Rayner (Brisbane), David Shearer (London), David Johnson (Hong Kong) and Vicky Muenzer-Jones (Singapore), led the transaction.

Norton Rose Fulbright has also advised Sumitomo Electric Bordnetze (SEBN) on its conversion into a European stock corporation or Societas Europaea (SE). SEBN operates in the automotive industry and is a member of the Sumitomo Electric Industries Group. The multinational group includes approximately 389 subsidiaries and affiliates in more than 30 countries around the world. The legal form of European stock corporation upholds the European origin of the SEBN, while underlining its role as a key player in the global market. SEBN’s conversion into the SE follows several leading companies, also within the automotive industry, opting for the legal form of SE, illustrating the increasing appeal of an SE. The firm has previously advised SEBN on the conversion into a German stock corporation, in addition to a status proceeding to enforce co-determination on administrative board level under the German Stock Corporation Act. Frankfurt partner Karsten Kühnle led the transaction.

Paul Hastings has represented Chinese private equity investor CDH Investments on its US$800 million placing of shares in WH Group, the world’s largest pork producer and processor. Morgan Stanley acted as the placing agent. The firm will continue to act for CDH in its potential distributions of approximately 4.76 percent issued shares of WH Group to certain CDH limited partners and/or investors. The firm also advised CDH on its US$900 million sale of shares in WH Group in August 2016. Raymond Li, partner and chair of Greater China, and partner Vivian Lam led the transaction.

Siam City Law Offices advised a Japanese multinational provider of IT services and products on the supply and provision on a full turn-key basis, and long-term technical support for the Asia-Africa-Europe 1 Segment 1H submarine cable system, in accordance with the requirements of the supply contract. Partners Chavalit Uttasart and Nilobon Tangprasit led the transaction.

Siam City Law Offices has also advised a prominent oil company, which is incorporated by a group of companies, on a wastewater treatment system upgrade and development project contract with the Industrial Estate Authority of Thailand to develop and upgrade the standard and quality of the environment in Bang Poo Industrial Estate, and to enhance the value of the utility and facility services for the business operators. Partner Nilobon Tangprasit led the transaction which was valued at more than Bt300 million (US$8.6m).

Simpson Thacher has represented Kyushu Railway (JR Kyushu), as issuer, and Japan Railway Construction, Transport and Technology Agency, as selling shareholder, on JR Kyushu’s ¥416 billion (US$4b) IPO in Tokyo, including a Rule 144A and Regulation S international offering to institutional investors. JR Kyushu is the largest passenger railway company in the Kyushu region of Japan, serving all seven prefectures in the region, and operates a wide variety of complementary businesses centred around its railway network, including its real estate, retail, restaurant and construction businesses. The international joint lead managers for the international offering were JP Morgan Securities, Morgan Stanley & Co International and Nomura International. Tokyo capital markets partner Taki Saito led the transaction.

Skadden, Arps, Slate, Meagher & Flom is acting as international counsel for ZTO Express, China’s leading express delivery company, on its US$1.4 billion IPO and listing in New York. The pricing for the IPO was announced on October 27, 2016. This is expected to be the biggest US IPO out of China in 2016. Partners Julie Gao and Haiping Li led the transaction. Morgan Stanley, Goldman Sachs (Asia), China Renaissance Securities, Citigroup, Credit Suisse and JP Morgan acted as the underwriters. Kirkland & Ellis, led by corporate partners David Zhang, Benjamin Su, Gary Li and Steve Lin, Joshua Korff (capital markets), Joanna Ritcey-Donohue (international trade), Agnes Li (litigation) and tax partners Michael Beinus and Angela Rohman Russo, advised the underwriters.

SyCipLaw has advised Metro Pacific Tollways Development Corporation (MPTDC) on its unsolicited proposal for the design, development, financing, construction, operations and maintenance of the NLEX-SLEX Connector Road. The project is an 8km elevated toll expressway utilising the right-of-way of the Philippine National Railways, starting at the junction of the North Luzon Expressway (NLEX) Segment 10 at C-3 Road/5th Avenue in Caloocan City and connecting to the South Luzon Expressway (SLEX) through the Metro Manila Skyway Stage 3 Project. It is expected to help ease congestion in Metro Manila and to reduce the travel time between NLEX and SLEX to just 15 to 20 minutes from up to two hours at present. The firm assisted MPTDC, as original proponent, during the negotiations of the toll concession agreement with the Department of Public Works and Highways (DPWH). Following the conduct of the Swiss Challenge as required by law, the DPWH issued the Notice of Award (NOA) on September 16, 2016. MPTDC complied with the requirements under the NOA on September 27, 2016. Partners Angel Salita Jr and Arlene Maneja led the transaction.

Weil, Gotshal & Manges is advising HNA Group on its acquisition of an approximately 25 percent equity interest in Hilton Worldwide Holdings from affiliates of Blackstone, establishing a long-term strategic investment in Hilton and Hilton’s planned spin-offs of Park Hotels & Resorts and Hilton Grand Vacations (HGV). Valued at approximately US$6.5 billion, or US$26.25 per share, in cash, the transaction reduces Blackstone’s interest in Hilton to approximately 21 percent. Following Hilton’s previously announced spin-offs of Park and HGV, which are expected to occur on or about the end of the year, HNA will own approximately 25 percent of all three companies. New York-listed Hilton is a global hospitality company, comprising more than 4,700 managed, franchised, owned and leased hotels and timeshare properties in 104 countries and territories. Since its founding in 1993, HNA Group has evolved from a regional airline based on Hainan Island into 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. HNA operates and invests in nearly 2,000 hotels across major markets, and has 1,250 aircraft carrying over 90 million passengers to 260 cities worldwide. Blackstone is one of the world’s leading investment firms with over US$350 billion in assets under management. Corporate partners Akiko Mikumo (Hong Kong), Charles Ching (Hong Kong) and Jackie Cohen (New York); banking and finance partners Soo-Jin Shim (Hong Kong) and Danek Freeman (New York); tax partner Mark Schwed (New York); antitrust partners John Scribner (Washington DC) and Eric Hochstadt (New York); and regulatory partner Ted Posner (Washington DC) led the transaction which is expected to close in the first quarter of 2017. WilmerHale and Morris, Nichols, Arsht & Tunnell advised the special committee of Hilton’s Board of Directors while Simpson Thacher & Bartlett advised Blackstone.

WongPartnership is acting for SMRT Services, a wholly-owned subsidiary of SMRT Corporation, on its entry into a joint venture with Cyclect Electrical Engineering to form SMRT-Cyclect Power. The JV will focus on providing electrical systems for land transportation relating to rail systems, infrastructure for electric power systems or networks for electric cars and buses, electric autonomous vehicles and electric personal mobility devices, and system design and high voltage electrical infrastructure for ports. Partner Annabelle Yip is leading the transaction.

WongPartnership has also advised DBS Bank on establishing its loan arrangements accepting intellectual property as collateral under the Intellectual Property Financing Scheme launched by the Intellectual Property Office of Singapore. Partners Alvin Chia and Lam Chung Nian led the transaction.

Deals – October 26, 2016

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Allen & Gledhill has advised Sime Darby Property Singapore (SDPS) on the establishment of Sime Darby Real Estate Investment Trust I, a private real estate fund, with SDPSL and Blackstone Singapore as investors. SDPS entered into two conditional sale and purchase agreements for the S$184 million (US$132.4m) and S$22.3 million (US$16m) indirect sale of Sime Darby Centre and Sime Darby Enterprise Centre, respectively, which form the two seed assets in the fund. SDPS further entered into a conditional sale and purchase agreement for the S$82.6 million (US$59.4m) indirect sale of Sime Darby Business Centre. Partners Jerry Koh, Long Pee Hua, Ho Kin San, Tan Boon Wah, Richard Young and William Ong led the transaction.

Allen & Gledhill has also advised CapitaLand Retail China Trust Management, as the manager of CapitaLand Retail China Trust (CRCT), on the acquisition by CRCT of BR Spicy (HK), which owns Galleria, a shopping mall in Chengdu, China. The conditional share purchase agreement was entered into by HSBC Institutional Trust (Singapore), as trustee of CRCT, and BR Spicy (BVI) to acquire a 100 percent interest in BR Spicy (HK). The total acquisition cost of approximately S$319.4 million (US$229.8m) included the acquisition of the property at approximately S$304.9 million (US$219.4m). Partners Jerry Koh and Long Pee Hua led the transaction.

Ashurst has represented Cabot China, a wholly-owned subsidiary of New York-listed Cabot Corporation, to form a joint venture with Inner Mongolia Hengyecheng Silicone (HYC) to manufacture fumed silica in China. The JV will invest approximately US$60 million to build an 8,000 metric tons annual capacity fumed silica manufacturing facility in Wuhai, China. Cabot will hold an 80 percent share in the JV while HYC will own the remaining 20 percent. Shanghai managing partner and head of China corporate/M&A practice Michael Sheng led the transaction.

AZB & Partners is advising Edelweiss Financial Services and Edelweiss Asset Reconstruction on the acquisition of a 20 percent stake in Edelweiss Asset Reconstruction by Caisse de depot et placement du Quebec. Partner Ashwath Rau is leading the transaction, which was signed on October 6, 2016 and is yet to be completed.

AZB & Partners is also advising Mahindra CIE Automotive on its acquisition of 100 percent shares of Bill Forge. Partners Srinath Dasari and Nanditha Gopal are leading the transaction, which was signed on September 12, 2016 and was valued at Rs13.3 billion (US$199m).

Colin Ng & Partners has acted as lead counsel for the launch of LC Cerestra Core Opportunities Fund (LCC), a Singapore-domiciled, India-focused real estate fund that seeks opportunities in specialised real estate. The firm also acted as Singapore counsel for the initial acquisition of assets by LCC from a US-based group. The initial real estate assets in the southern part of India accommodate advanced research and development infrastructure in multi-tenanted research buildings, incubation facilities, build-to-suit blocks and industrial plots. Partners Amit Ramkrishn Dhume and Bill Jamieson led the transaction.

Conyers Dill & Pearman has provided BVI advice to NWD Finance (BVI), a wholly-owned subsidiary of New World Development, on its US$1.2 billion 5.75 percent senior perpetual capital securities guaranteed by New World Development. New World Development’s core business areas include property development, infrastructure and services, retail, hotels and serviced apartments in Hong Kong, China, Macau and numerous major cities. Hong Kong partner Anna Chong, working alongside Linklaters, led the transaction.

Conyers Dill & Pearman has also provided Cayman Islands advice to Nirvana Asia on its US$900 million privatisation by way of a scheme of arrangement by Asia Memorial Group and its subsequent delisting from Hong Kong. Nirvana Asia is the leading funeral services provider in Malaysia, Singapore and Indonesia. Partner and co-chair David Lamb, working alongside Sullivan & Cromwell, led the transaction.

Cyril Amarchand Mangaldas has acted as lead counsel to Mauritius-incorporated companies Essar Energy Holdings and Oil Bidco (Mauritius), the controlling shareholders of Essar Oil, on the sale of Essar Oil’s 98 percent share capital, in equal parts of 49 percent each, to Petrol Complex, a subsidiary of OJSC Rosneft Oil (Rosneft), and Kesani Enterprises, owned by a consortium led by Trafigura and United Capital Partners (UCP), at an enterprise value of US$12.9 billion. This transaction is the largest FDI deal into India and the largest outbound acquisition by Russia. In addition to the acquisition of the refinery, the transaction also includes the acquisition of shares in port assets of the Essar Group at US$2 billion. The consortium of Trafigura and UCP was supported through financing by VTB Bank. The deal was signed on October 15, 2017 and is expected to close by January 2017. Mumbai managing partner Cyril Shroff led the transaction while Freshfields Bruckhaus Deringer advised on English law. Linklaters London, Talwar Thakore & Associates Mumbai and KPMG (France & Delhi) advised Rosneft Oil. Slaughter and May London advised Trafigura while Herbert Smith Freehills advised UCP.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Canadian pension fund Caisse de depot et placement du Quebec (CDPQ) on its agreement to purchase for approximately US$155 million part of the shares held by Goldman Sachs and KKR, as the exiting investors, in TVS Logistics Services, a Chennai-based logistics and warehousing company belonging to the TVS Group and having operations across India, Asia-Pacific, the UK and the US. This transaction is one of CDPQ’s first investments in India. Mumbai managing partner Cyril Shroff and corporate partner Ruetveij Pandya, supported by competition law partners Bharat Budholia and Anshuman Sakle, led the transaction. Herbert Smith Freehills London and Norton Rose Fulbright New York assisted in conducting due diligence for the offshore aspects of the transaction, which was signed on October 19, 2016.

Hogan Lovells has advised the Islamic Corporation for the Development of the Private Sector as lead arranger on the issuance of three sovereign sukuk in West Africa. These include sophomore issuances for the Government of Cote d’Ivoire and the Government of Senegal, and a debut issuance for the Republic of Togo. The sukuk were listed on the Bourse Regionale des Valeurs Mobilieres at a ceremony in Abidjan, Cote d’Ivoire on October 18, 2016, together with the debut issuances for Senegal and Cote d’Ivoire, resulting in a listing of a combined issuance of CFA766 billion (US$1.27b). Investors originated from a number of different countries across the Gulf and the Far East. Islamic finance partner Imran Mufti, supported by Paris partner Baptiste Gelpi, led the transaction.

J Sagar Associates has advised Sagacito Technologies on receiving US$1 million equity funding from Star India, a subsidiary of Rupert Murdoch’s Twenty-First Century Fox. Sagacito is a data science and analytics start up that aims to help businesses maximize market share and margins through predictive data analysis. Star India invested US$1 million in Sagacito against 10 percent equity and has also entered into a build-and-operate arrangement with Sagacito, pursuant to which it will use the startup’s tools and services for a period of five years. Partner Sajai Singh led the transaction. Star India was represented by AZB & Partners as transaction counsel and S&R Associates as IP counsel.

J Sagar Associates has also advised Riga Foods and its promoters, celebrity chef Ritu Dalmia and hotelier Gita Bhalla, on the investment received from Piveta Estates in Riga. Piveta is the family office of Analjit Singh, founder of the Max Group. Riga is engaged in catering and restaurant business in India under the brand name Diva. Ritu Dalmia, one of the co-founders of Riga, is a celebrity chef and restaurateur. Ritu also hosts cookery shows on TV and has authored books on the subject. The transaction involves acquisition of a 51 percent interest by Piveta in the capital of Riga, pursuant to a structure wherein the investment is being made in the partnership firm, which would subsequently be converted into an LLP. Sidharrth Shankar, Sumit Sinha, Shantanu Jindel and Surbhi Kothiala led the transaction. Piveta was represented by AZB & Partners.

Khaitan & Co has advised Ubiquity on the proposed 100 percent acquisition of Solutions Infini Technologies (India), subject to regulatory approvals. Ubiquity has been providing professional mobile services to large enterprises since 1999. Connected to all Italian, and many international, mobile operators and the main mobile virtual network operators in Italy, Ubiquity is one of the largest service providers in the Italian telecom sector. Partner Abhilekh Verma, supported by associate partner Harsh Walia, led the transaction.

Khaitan & Co has also advised Recruit Holdings on its investment in Mystifly Group. Recruit Holdings was founded in 1960 and is headquartered in Tokyo, Japan. It is a leading information services and human resource company, which provides information services in Japan and internationally. Partner Zakir Merchant led the transaction.

Kirkland & Ellis is advising the special committee of Qunar Cayman Islands, China’s leading mobile and online travel platform, on its agreement and plan of merger with Ocean Management Holdings (OMH) and Ocean Management Merger Sub, a wholly-owned subsidiary of OMH, pursuant to which Nasdaq-listed Qunar will be acquired by OMH in a transaction implying an equity value of Qunar of approximately US$4.44 billion. The agreement was announced on October 19, 2016. Hong Kong corporate partners David Zhang, Jesse Sheley and Xiaoxi Lin are leading the transaction.

Kochhar & Co has advised The Chennai Angels (TCA) on its investments in startups. TCA is a prominent angel group comprising of high-net-worth individuals, venture funds, investment banks and private equity firms that focuses on nurturing aspiring new generation entrepreneurs in developing innovative business ideas. TCA has invested Rs30 million (US$449,000) in Netree, a startup that provides solutions for retailers and businesses. TCA has also invested Rs25 million (US$374,180) in Agile, a startup that develops smart parking technology solutions under the “Get My Parking” brand. Moreover, TCA has invested Rs35 million (US$523,860) in Silvan, a startup focused in the home automation space providing technology-enabled security and entertainment facilities for homes. Chennai partner S Mohammed Shadaan led the transaction.

Luthra & Luthra Law Offices has advised New York-headquartered private equity firm Argand Partners on its acquisition of a 100 percent stake in Sigma Electric Manufacturing and GSCP Sigma Holding from Goldman Sachs Private Equity and other shareholders. The transaction, which is Argand’s first investment in India, is stated to be the second largest secondary buyout by a private equity fund in the manufacturing sector in recent years. Partners Samir Dudhoria, Sundeep Dudeja, Aniket Sengupta and Damini Bhalla, supported by partners Anshul Jain, Lokesh Shah, Sanjeev Sachdeva, Saurabh Tiwari and Sachit Mathur, led the transaction.

Luthra & Luthra Law Offices has also advised Barclays, Credit Suisse and Roth Capital as the underwriters on the IPO and listing in New York of Azure Power Global, the Mauritius-based holding company of Azure Power India. The public issue, together with a concurrent private placement to a wholly-owned subsidiary of Caisse de depot et placement du Quebec, aggregated to US$136.36 million. Partner Vishal Yaduvanshi led the transaction.

Maples and Calder is acting as Cayman Islands counsel to Cayman Islands company ZTO Express on its IPO of American depositary shares (ADSs), which represent ZTO’s Class A ordinary shares, and the listing of such ADSs in New York. ZTO is a leading express delivery company in China and one of the largest express delivery companies globally. The offering could raise as much as US$1.5 billion, which would make it the largest US IPO this year and also the biggest by a Chinese company after the US$25 billion IPO of Alibaba Group in 2014. Partner Richard Spooner is leading the transaction while Skadden, Arps, Slate, Meagher & Flom is acting as US counsel. Morgan Stanley International and Goldman Sachs (Asia), the lead underwriters, are represented by Kirkland & Ellis.

Mourant Ozannes has advised Credit Agricole Corporate and Investment Bank (CA-CIB) on a US$65 million commercial financing transaction for a portfolio of 14 CFM International CFM56-5B engines to Asia Aviation Capital, the leasing arm of AirAsia. Asia Aviation Capital is expected to lease the 14 engines throughout the AirAsia Group. CA-CIB is the corporate and investment banking arm of the Credit Agricole group. CA-CIB acted as mandated lead arranger, security trustee and facility agent while the Korea Development Bank acted as arranger. CA-CIB, Korea Development Bank and NTT Finance acted as lenders. Partner Danielle Roman led the transaction.

Norton Rose Fulbright has advised China Overseas Grand Oceans Group (COGO) on its acquisition of a property portfolio in China from China Overseas Land & Investment (COLI) for a cash consideration of RMB3.5 billion (US$516m). COGO has agreed to acquire the property portfolio, which is located in emerging third-tier cities in China, including Yangzhou, Huizhou, Huangshan, Weifang, Zibo, Jiujiang and Shantou. The net assets amount to about HK$3.25 billion (US$419m). As one of the percentage ratios exceeds 100 percent, the acquisition constitutes a very substantial acquisition of COGO under the listing rules, on a non-extreme basis. In addition, COLI has an interest in approximately 37.98 percent of the total issued shares of COGO and, therefore, the acquisition also constitutes a connected transaction of COGO. COGO is the leading property developer in China’s emerging third-tier cities. This transaction brings about a significant increase in COGO’s land reserves and entry into a number of new cities in a single transaction. Hong Kong partner Psyche Tai led the transaction.

Norton Rose Fulbright is also advising Pulse Health on a proposed acquisition by Healthe Care Australia, a leading Australian private hospital operator. The deal is worth A$150 million (US$114.7m). Recently acquired itself for A$1 billion (US$764.8m) by Luye Medical Group, Healthe Care operates a portfolio of 17 hospital sites in major cities and key regional areas across Australia. Luye Medical Group comprises a network of healthcare service facilities across China. Despite the bid being non-binding and indicative as well as subject to due diligence, Pulse says it will engage further with Healthe Care, with due diligence expected to be completed within six weeks. Melbourne partner James Stewart led the transaction.

Rajah & Tann Singapore is advising Singapore and Hong Kong-listed China New Town Development on its voluntary delisting in Singapore while maintaining its listing in Hong Kong, pursuant to a conditional cash exit offer by way of selective share buyback. Based on the tender price of S$0.07 (US$0.05) per share, the group is valued at approximately S$689.22 million (US$496m). The group is an established integrated urbanisation developer and operator in China. Partners Danny Lim and Penelope Loh are leading the transaction while Winston & Strawn is acting as Hong Kong counsel.

Shook Lin & Bok has acted for Mitsui on its joint venture with the Ascendas-Singbridge Group for the S$1 billion (US$719.8m) redevelopment of the former CPF Building at 79 Robinson Road into a new Grade A office building. Mitsui participated in the JV via a consortium comprising of Mitsui and a wholly-owned subsidiary of Tokyo Tatemono, a Japanese real estate company listed on the Nikkei 225. The JV was carried out through a JV company, Southernwood Property, in which subsidiaries of Ascendas-Singbridge and the Japanese consortium hold 65 percent and 35 percent stakes, respectively. Partners Andrea Chee, Chew Mei Choo and Melissa Lim led the transaction.

Sullivan & Cromwell is representing China Oceanwide Holdings Group on its definitive agreement with Genworth Financial (US) under which China Oceanwide has agreed to acquire all of the outstanding shares of Genworth for approximately US$2.7 billion. New York corporate partners Stephen Kotran, Robert DeLaMater and Marion Leydier are leading the transaction, which was announced on October 23, 2016.

WongPartnership is acting for Ranhill Water Technologies (Cayman), a subsidiary of Ranhill Holdings, listed on Bursa Malaysia, on its sale of 60 percent of Ranhill Water (Hong Kong) to Asia Wisdom Investments, a subsidiary of Singapore-listed SIIC Environment Holdings, for Rmb273.9 million (US$40.4m). Partners Gerry Gan and Miao Miao are leading the transaction.

WongPartnership is also acting for Keppel Land on the divestment by its wholly-owned subsidiary, Wiseland Investment, of its entire shareholding interest in Wiseland Investment (Myanmar) to Eden Hotels and Resort, a Myanmar-based hospitality group. Wiseland Investment (Myanmar) owns and operates the Sedona Hotel in Mandalay, Myanmar. Partners Susan Wong, Low Kah Keong, Teo Hsiao-Huey, Felix Lee, Goh Wanjing and Suegene Ang are leading the transaction.

Deals – October 19, 2016

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Allen & Gledhill has advised Singtel Group Treasury and Singapore Telecommunications (Singtel) on the issue of US$500 million 2.375 percent notes due 2026 by Singtel Group Treasury under its S$10 billion (US$7.2m) guaranteed euro medium term note programme, guaranteed by Singtel. Partners Yeo Wico, Bernie Lee, Tan Wee Meng and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Eu Yan Sang International (EYS) and its subsidiaries on the agreement between EYS, Eu Yan Sang Integrative Health, Eu Yan Sang (Hong Kong), Eu Yan Sang (Singapore) and DBS Bank for S$190 million (US$136.7m) loan facilities, with an accordion option of up to S$50 million (US$36m). The proceeds of the facilities are to be used to refinance existing financial indebtedness and finance general corporate expenses of the EYS Group. Partners Lim Wei Ting, Christopher Ong and Glenn Foo led the transaction.

AZB & Partners has advised Canadian Pension Plan Investment Board on its purchase of equity shares comprising 0.88 percent of the share capital of Kotak Mahindra Bank. Partner Ashwin Ramanathan led the transaction, which was valued at approximately Rs12.5 billion (US$187.4m) and was completed on September 29, 2016.

AZB & Partners has also advised Tata Steel on the issuance of non-convertible debentures on a private placement basis to certain identified investors, by way of the newly introduced electronic book mechanism. Partner Shameek Chaudhuri led the transaction, which was valued at approximately Rs10 billion (US$150m) and was completed on October 4, 2016.

Cyril Amarchand Mangaldas is advising Orient Cement on the proposed acquisition of certain assets from the Jaypee Group. Orient Cement has signed binding offer letters with the Jaypee Group to acquire the entire 74 percent stake held by Jaiprakash Associates in Bhilai Jaypee Cement for Rs14.5 billion (US$217.35m) and the cement grinding unit of Jaiprakash Power Ventures in Nigrie for Rs5 billion (US$75m), both subject to adjustment on account of working capital and net debt. Bhilai Jaypee Cement is a joint venture between Jaiprakash Associates and the Steel Authority of India. The transactions are subject to satisfactory negotiation and execution of the definitive agreements, approval from the Competition Commission of India and other relevant regulatory and third-party approvals. Two binding offer letters for the proposed acquisitions have been signed by the parties on October 6, 2016 but the definitive agreement is yet to be executed. The expected closing of this transaction is on March 31, 2017. Managing partner Cyril Shroff, supported by Mumbai & New Delhi corporate partners Smruti Shah, Aarti Joshi, S R Patnaik, Mekhla Anand, Anshuman Sakle and Bharat Budholia, is leading the transaction.

Duane Morris will be advising TCP Asia Pacific on its approximately US$400 million worth of solar projects in Myanmar. TCP is planning to build and operate six solar power plants with a combined power generation output of 420MW around the country. Hanoi office managing partner Oliver Massmann will lead the transaction.

Duane Morris & Selvam has acted as US counsel to the President of India, represented by and acting through the Ministry of Mines, on the sale of 64.77 million shares in Hindustan Copper for approximately Rs4 billion (US$60m) in an offer for sale on the Indian stock exchanges. The shares, which were sold pursuant to Regulation S and Rule 144A under the US Securities Act of 1933, as amended, represented 7 percent of the outstanding shares in Hindustan Copper. The transaction reduced the President of India’s shareholding to 82.95 percent. SBICAP Securities, ICICI Securities, Edelweiss Securities and Deutsche Equities India were the brokers for the offering. India practice and US securities law practice head Jamie Benson led the transaction while Cyril Amarchand Mangaldas acted as Indian counsel. Shardul Amarchand Mangaldas and Jones Day acted as Indian and US counsel, respectively, to the brokers.

J Sagar Associates has acted as sole Indian counsel to Bank of Baroda on the update of its US$3 billion medium term note programme. The dealers for the programme were Barclays Bank, Citigroup Global Markets, HSBC and Standard Chartered Bank. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.

Khaitan & Co has advised Union Bank of India on the private placement of non-convertible, unsecured, subordinated, fully paid up Basel III compliant perpetual debt instruments in the nature of debentures for inclusion in additional Tier I capital for approximately US$150 million. Union Bank of India is one of the country’s largest government-owned banks. As of March 31, 2016, it was the fifth-biggest bank among the 19 nationalised banks in India in terms of total business size. Partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised Prudential Corporation Holdings on the IPO of approximately 181.34 million equity shares of ICICI Prudential Life Insurance through an offer for sale by ICICI Bank for approximately US$910 million. This is the first IPO by an insurance company in India. Prudential Corporation Holdings operates insurance and asset management companies. Incorporated in 1978 and based in London, Prudential Corporation Holdings operates as a subsidiary of Prudential Holdings. Partners Nikhil Narayanan, Abhimanyu Bhattacharya and Arindam Ghosh, and executive director Sudhir Bassi and associate partner Aditya George Cheriyan led the transaction.

Kochhar & Co Dubai has advised Indian media conglomerate Zee Entertainment on its acquisition of Hum FM, one of the UAE’s oldest radio stations. Almost two decades old, Hum enjoys a market share of about 26 percent and is the most popular Hindi radio station in the UAE. Consequent to this acquisition, Zee has become one of the few networks in the region with a media presence across television, radio and digital media. Managing partner Rohit Kochhar, supported by Dubai corporate partner Faizal Latheef, led the transaction.

Kochhar & Co has also advised UBM, one of the world’s leading media and B2B events company, on the Indian leg of the sale of its worldwide PR newswire business to Cision for US$841 million. Cision is backed by Chicago-based private equity firm GTCR and its affiliate GTCR Canyon Holdings (Cayman). Delhi partner Chandrasekhar Tampi led the transaction. Kirkland & Ellis and Trilegal represented Cision.

Luthra & Luthra Law Offices has advised Manpasand Beverages and Motilal Oswal Investment Advisors, as the lead manager, on the Rs5 billion (US$75m) QIP of Manpasand Beverages. Partner Manan Lahoty led the transaction while Squire Patton Boggs Singapore acted as international counsel to the lead manager.

Maples and Calder has acted as Cayman Islands counsel to Smart-Core Holdings on its IPO and listing of 125 million shares in Hong Kong. The shares were offered at HK$1.83 (US$0.236) each and the listing raised approximately HK$229 million (US$29.5m). Smart-Core is a leading distributor of integrated circuit and electronic components headquartered in the PRC. Partner Derrick Kan led the transaction while DLA Piper acted as Hong Kong counsel. Deacons acted as Hong Kong counsel for DBS Asia Capital as the sole sponsor and, together with Haitong International Securities, as the joint global coordinators.

Maples and Calder has also acted as Cayman Islands counsel to Honma Golf on its global offering and listing of approximately 134 million shares in Hong Kong. The shares are offered at HK$10 (US$1.29) per share and the offering will raise approximately HK$1.3 billion (US$167.6m). Honma predominantly designs, develops, manufactures and sells a comprehensive range of golf clubs. Partner Richard Spooner led the transaction while Simpson Thacher & Bartlett acted as Hong Kong and US counsel. Morgan Stanley acted as the sole global coordinator and sole sponsor. Paul Hastings acted as Hong Kong and US counsel to the sole sponsor and the underwriters.

MinterEllison is advising Vestas on number of wind turbine projects in the Asia-Pacific region. Vestas has been named as the head engineering, procurement and construction contractor for the 50MW Tsetsii wind farm in Mongolia’s Gobi Desert, and will supply 25 wind turbines for the project. Located approximately 540km south of Ulaanbaatar, Tsetsii is a large-scale infrastructure project being developed by Clean Energy Asia, jointly owned by Mongolia’s Newcom Group and Japan’s SB Energy, with finance from the European Bank for Reconstruction and Development (EBRD) and the Japan International Cooperation Agency (JICA). The wind farm is expected to go online in late 2017. Vestas is a Danish company involved in the design, manufacture, installation and service of wind turbines. It is one of the largest wind turbine companies in the world. Partners Sebastian Rosholt (Ulaanbaatar), Michael Creedon (Brisbane), Christian Pellone (Hong Kong) and MEMGL partner Dunnaran Baasankhuu are leading the transaction. MEMGL is a Mongolian-registered law firm that provides Mongolian legal services exclusively to MinterEllison. Norton Rose (Singapore) also advised Vestas. EBRD and JICA were advised by Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho (Japan) and Mahoney Liotta (Mongolia). Clean Energy Asia was advised by Baker & McKenzie (Singapore).

Shardul Amarchand Mangaldas & Co has represented Sistema Shyam TeleServices on the transfer of its telecom business undertaking to Reliance Communications. The deal will give Reliance access to the spectrum held by Sistema in the 850Mhz band in the nine service areas that can be used for the provision of LTE services. Partners Anirudh Das, supported by partner Kalpataru Tripathi, led the transaction.

Skadden has represented Hangzhou Liaison Interactive Information Technology, a Shenzhen-listed leading developer in China of mobile content, interactive apps and games, on a definitive agreement to make a significant investment in Newegg, a leading tech-focused e-retailer in North America headquartered in California. Pursuant to the terms of the agreement, Liaison Interactive will subscribe approximately 55.7 percent of all outstanding equity in Newegg, both in the form of newly issued Series AA preferred stock and existing Series A preferred stock and Series A common stock that Liaison Interactive will acquire from Newegg’s existing stockholders. Partners Peter Huang (corporate), Ken Schwartz (antitrust), Ivan Schlager (CFIUS), Sean Shimamoto (tax), Joseph Yaffe (executive compensation and benefits), Karen Corman (labour and employment:) and Lance Etcheverry (litigation) led the transaction, which was announced on September 19, 2016.

Wong & Partners has advised Champ Private Equity, one of the most successful Australasia-focused private equity firms, on its acquisition of a 50 percent interest in the Containerchain Group through its Champ IV Fund. Containerchain provides business-to-business, web-based software technology to the shipping industry and has a strong presence in Australia and Singapore. In this transaction, Champ invested alongside Tony Paldano, founder of the Containerchain Group. Kuala Lumpur partners Brian Chia and Sue Wan Wong, supported by Singapore principal Andrew Martin and partners Tracy Wut (Hong Kong), Sorachon Boonsong (Bangkok) and Preeda Meksrisuwan (Bangkok), led the transaction, which was valued at approximately A$130 million (US$99m) and was completed on September 2, 2016. The deal was supported by Baker & McKenzie’s member firms in Singapore, Hong Kong and Thailand. Gilbert + Tobin and Ashurst acted as lead and Australian counsel to Champ and Tony Paldano, respectively.

WongPartnership is acting for Japan Residential Assets Manager, the manager of Saizen Reit, on Saizen Reit’s proposed acquisition of industrial properties in Australia from Hastings Deering (Australia), an indirect wholly-owned subsidiary of Sime Darby. The completion of the acquisition will result in the reverse takeover of Saizen Reit, with new units in Saizen Reit being issued to Sime Darby Property Singapore, another indirect wholly-owned subsidiary of Sime Darby. Partners Rachel Eng, Andrew Ang, Dawn Law and Karen Yeoh are leading the transaction.

WongPartnership has also acted for DBS Bank and Standard Chartered Bank on Frasers Commercial Trust’s issue of S$100 million (US$72m) 2.835 percent notes due 2021 under its S$1 billion (US$719.3m) multicurrency MTN programme. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership has also acted for SingBridge Guangzhou on the acquisition of a 40 percent interest in the issued share capital of Optima Investment & Development from Wing Tai (China) Investment. Partners Joseph He and Liang Weitan led the transaction.

WongPartnership has also acted as international counsel for the IPO and listing in Indonesia of Aneka Gas Industri, one of the country’s largest industrial gas producers. Partners Gail Ong and Karen Yeoh led the transaction.

Deals – October 12, 2016

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AZB & Partners is advising Bridgeview Investment, as one of the selling shareholders, on Continental Warehousing’s (Nhava Seva) IPO of equity shares. Bridgeview Investment is part of the Warburg Pincus group. The other selling shareholders are Aureos Offshore India Opportunities Fund, Aureos South Asia Fund and India Opportunities Fund. Partners Varoon Chandra and Lionel D’Almeida are leading the transaction, which was announced on September 30, 2016.

AZB & Partners has also advised ING Group on the sale of its 2.54 percent stake in Kotak Mahindra Bank. Partner Ashwath Rau led the transaction, which was valued at Rs36.5 billion (US$546.6m) and was completed on September 29, 2016.

Baker & McKenzie.Wong & Leow, the Singapore member firm of Baker & McKenzie International, has advised Newcom and Softbank Group as the sponsors on the development and financing for the construction of the 50MW Tstesii wind farm in southern Mongolia. The project will help supply Mongolia’s power demand with clean, eco-efficient electricity by harnessing the country’s inexhaustible wind resources, contributing to the trend of increasing adoption of renewable energy in Mongolia. The project is the second wind farm to be successfully developed by the private sector in Mongolia. The firm also advised on the first successfully developed wind farm in 2013. Principal Martin David, head of the Singapore project practice, supported by principal Ang Kim Hock and local principal Erik Bégin, led the transaction.

Cyril Amarchand Mangaldas acted as Indian counsel to Kotak Mahindra Bank on its Rs1.39 billion (US$20.8m) proposed acquisition of 99.94 percent of BSS Microfinance from its existing shareholders. BSS Microfinance is a non-banking finance company classified as an NBFC-MFI. Bangalore partner Avinash Umapathy is leading the transaction, which is subject to regulatory and other approvals and is expected to be completed by February 15, 2017. Wadia Ghandy & Co represented the existing shareholders.

Cyril Amarchand Mangaldas has also acted as Indian counsel to L&T Technology Services on its IPO of 10.4 million equity shares aggregating to Rs8.94 billion (US$133.8m) through an offer for sale by its promoter, Larsen & Toubro. Kotak Mahindra Capital, DSP Merrill Lynch, JM Financial Institutional Securities and SBI Capital Markets acted as the lead managers to the offer. The prospectus was filed on September 16, 2016, with allotment on September 21, 2016 and listing on September 23, 2016. Mumbai capital markets partners Yash Ashar and Nikhil Naredi led the transaction. Clifford Chance and S&R Associates were the international and domestic counsel, respectively, to the lead managers.

Davis Polk has advised the initial purchasers on a US$400 million Regulation S offering by Fantasia Holdings Group of its 7.375 percent senior notes due 2021. Fantasia Holdings is a leading property developer and property-related service provider in China. Partner William Barron led the transaction.

Davis Polk has also advised the joint lead managers on the US$250 million Regulation S offering by Shui On Development of its 4.375 percent notes due 2019. The notes are guaranteed by Shui On Land, one of the leading property developers in China and the flagship property company of the Shui On Group. Partner William Barron also led the transaction.

Dhir & Dhir Associates has advised National Aluminium Company, a Navratna Schedule A Central Public Sector Undertaking, on its approximately Rs28.34 billion (US$424.3m) buyback of approximately 22 percent of its equity shares. The offer opened on August 30, 2016 and closed on September 14, 2016. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Power Finance Corporation on the Rs2.91 billion (US$43.6m) financial assistance to Acme Nizamabad Solar Energy to part finance the 50 MW solar PV power project at District Adilabad, State of Telangana. Partner Girish Rawat also led the transaction.

Hogan Lovells has advised Intermediate Capital Group (ICG) on its participation in a A$250 million (US$188.6m) Term Loan B facility for Iron Mountain Australia Group, a subsidiary of New York-listed Iron Mountain, a giant in the information management and storage services space. ICG is part of a lending syndicate which consists of a number of institutional investors, including Australian superannuation funds. The facility refinanced the US parent company’s indebtedness incurred at the time of the acquisition of Recall Holdings earlier this year, shifting the debt to the local Australian market. Partner Richard Hayes, head of acquisition and leveraged finance in Australia, supported by partner Scott Harris, led the transaction.

HSA Advocates has advised PTC India Financial Services on the Rs1.17 billion (US$17.5m) term loan facility to finance a 22.4 MW wind power project being set up in Andhra Pradesh. Associate partner Nilesh Chandra led the transaction.

HSA Advocates has also advised State Bank of Hyderabad on the Rs537.5 million (US$8m) term loan facility to finance the two-laning of the 47-km Garra Waraseoni Tumsar road up to Maharashtra border in Madhya Pradesh on design, build, finance, operate and transfer basis. Associate partner Nilesh Chandra also led the transaction.

J Sagar Associates has advised The Claridges Hospitality on the sale of its 100 percent shareholding to Azure Hospitality. Claridges has been running the iconic brand ‘Dhaba by Claridges’ under a retail model, through three standalone restaurants at Gurgaon and Delhi (Saket and Nehru Place). Goldman Sachs funded Azure’s acquisition. Partners Upendra Nath Sharma and Pallavi Puri led the transaction. Azure was represented by Nishith Desai Associates.

J Sagar Associates has also acted as sole Indian counsel to State Bank of India (SBI) on its issue, through its Dubai International Financial Centre branch, of US$300 million Additional Tier 1 notes under its US$10 billion medium term note programme. SBI is India’s largest bank. The transaction was India’s first issue of US dollar- denominated Additional Tier 1 bonds since the country implemented the Basel III guidelines for banks. Citigroup Global Markets, HSBC, JP Morgan Securities, Merrill Lynch International, National Bank of Abu Dhabi, SBICAP (Singapore) and Standard Chartered Bank were the joint lead managers. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

Kirkland & Ellis is representing Sithe Global Power, an affiliate of New York-listed Blackstone Group, on the US$1.2 billion sale of its interests in GN Power Mariveles Coal Plant (GMCP) and GNPower Dinginin (GNPD) to Aboitiz Power, through its subsidiary Therma Power. GMCP is a 604 MW coal-fired power plant that has been operational since 2014 while GNPD is a new 2 x 668 MW facility under construction. Both facilities are in Bataan, Philippines. Corporate partners Andrew Calder, Rhett Van Syoc and Kfir Abutbul, tax partners Thomas Evans and Polina Liberman, antitrust partners Sally Southwell and Sarah Jordan, environmental transactions partner Paul Tanaka and debt finance partner Andres Mena are leading the transaction, which is subject to the approval of the Philippine Competition Commission and the Board of Investments. Sidley Austin, led by partner Nicholas Grambas and supported by partner David Gartside, represented Aboitiz Power.

Maples and Calder has acted as Cayman Islands and BVI counsel to Bank of East Asia on the sale of its subsidiary Tricor Holdings to global private equity firm Permira Funds for HK$6.47 billion (US$833.7m). Founded in 2000, Tricor is a leading Hong Kong-based corporate services provider across 20 markets globally, with a strong presence in the Asia Pacific region. Partner Greg Knowles, supported by partners Tim Clipstone and Martin Livingston, led the transaction, which was announced on October 5, 2016 and is subject to regulatory approval. Walkers, led by partners Denise Wong and Amelia Hall, acted as BVI and Cayman Islands counsel to Permira Funds. Freshfields Bruckhaus Deringer also advised Permira.

MinterEllison is advising Hitachi Construction Machinery (HCM) on an all cash takeover offer for Australia-listed Bradken. The offer represents an enterprise value of A$976.1 million (US$737m) for Bradken. HCM’s offer has been unanimously recommended by the Bradken Board, in the absence of a superior proposal and subject to an independent expert concluding that it is fair and reasonable. At the successful conclusion of the offer, Bradken will become a key part of HCM’s global mining and industrial services business. Its head office will remain in Newcastle (New South Wales). Tokyo-listed and headquartered HCM is a leading global manufacturer and supplier of construction and mining machinery, as well as machinery consumables and parts. Bradken manufactures fully machined cast iron and steel products and is a global supplier to the resources, energy and freight rail industries. It has 24 manufacturing facilities and sales and service centres across Australia, New Zealand, the USA, Canada, the UK, India, Indonesia, Malaysia, South Africa, South America and China. Partners Alberto Colla and Bart Oude-Vrielink, supported by partners Geraldine Johns-Putra, Geoff Carter, David Moore, John Mosley, Con Boulougouris and Michael Gajic, is leading the transaction. Mori Hamada & Matsumoto, Locke Lord and McMillan are acting as Japanese, US and Canadian adviser, respectively. Allen & Overy is advising Bradken.

Norton Rose Fulbright has advised DBS Bank on a S$190 million (US$138m) debt refinancing, governed by Singapore law, to Eu Yan Sang International and certain subsidiaries. Eu Yan Sang specialises in traditional Chinese medicine and integrative healthcare. It currently runs more than 300 retail outlets in Hong Kong, Macau, China, Malaysia, Singapore and Australia, and operates a chain of TCM clinics in Singapore and regionally. The refinancing was required following a voluntary conditional cash offer for all the shares of Eu Yan Sang by Righteous Crane Holding, an SPV set up by a consortium which includes the Eu family, Cayman Islands established investment holding vehicle Tower Capital TCM Holdings and Temasek Holdings indirect wholly-owned subsidiary Blanca Investments. Security was provided by various members of the Eu Yan San Group of companies across Singapore, Hong Kong, Macau, PRC, Malaysia, Australia and the Cayman Islands. The offer process concluded on September 27, 2016, while the Singapore delisting of Eu Yan Sang International was scheduled on October 7, 2016. Partner Yu-En Ong, supported by partner Scott Millar, led the transaction.

Rajah & Tann Singapore has acted as Singapore counsel to DBS Bank and United Overseas Bank on the credit card receivables securitisation programme originated by Diners Club (Singapore). This is the renewal of a multi-tranche asset-backed securitisation programme, pursuant to which Diners Club (Singapore) will sell, on an on-going basis, credit card receivables to an SPV, approved by the Monetary Authority of Singapore, which has issued qualifying debt securities to investors. Partners Abdul Jabbar and Lee Xin Mei led the transaction which was valued at up to S$223 million (US$161.7m).

Rajah & Tann Singapore is also advising CITIC Environment (International), the principal consortium partner with KKR China Water Investment Holdings and key management personnel, on KKR’s disposal of S$390.08 million (US$282.8m) shares in Singapore-listed CITIC Envirotech to China Reform Puissance Overseas. The consortium controls CITIC Envirotech, a leading membrane-based water and wastewater treatment and recycling solutions provider, focused in industrial water and wastewater segment, mainly in chemical, petrochemical and industrial parks. Partner Danny Lim is leading the transaction, which was announced on October 3, 2016 and is yet to be completed. Paul, Weiss, Rifkind, Wharton & Garrison acted for KKR China Water Investment Holdings while Jones Day acted for China Reform Puissance Overseas.

SCL Law Group advised Global Utilities Services on a contract to design and construct water supply system for industry and pipelines with S Napa (Thailand), a leader in water and environmental technology. The over β300 million (US$8.5m) contract involves the design, installation and commissioning of a water supply system for industry and pipelines for a project within an industrial estate in a remote province of Thailand. Partner Khun Nilobon Tangprasit led the transaction.

SCL Law Group has also advised Gheco One, a leading private producer of electricity and industrial utilities in Thailand, on a contract relating to an engineering, procurement, installation, testing and commissioning contractor. Partner Khun Nilobon Tangprasit also led the transaction.

Shardul Amarchand Mangaldas & Co has acted as sole counsel on the qualified institutions placement by Satin Creditcare Network of approximately 4.53 million equity shares aggregating to Rs2.5 billion (US$37.4m). Satin Creditcare is the fifth largest microfinance institution in India. Edelweiss Financial Services and Religare Capital Markets acted as the lead managers. Partner and capital markets national practice head Prashant Gupta led the transaction, which closed on October 3, 2016.

Simpson Thacher’s Hong Kong office has represented Honma Golf on its IPO in Hong Kong and Rule 144A/Regulation S offering of approximately 134 million ordinary shares, prior to the exercise of the overallotment option, which raised approximately HK$1.34 billion (US$172.7m) in gross proceeds. Honma’s ordinary shares are listed in Hong Kong. Morgan Stanley Asia acted as the sole sponsor and global coordinator and, with Nomura International (Hong Kong), as joint lead managers. Honma is one of the most prestigious and iconic brands in the golf industry. Founded in 1959, Honma predominantly designs, develops, manufactures and sells a comprehensive range of aesthetically crafted and performance-driven golf clubs. Honma ranks among the top ten golf brands and is the number one brand for premium golf clubs in the world in terms of retail sales in 2015. Partners Christopher Wong and Chris Lin led the transaction. Paul Hastings, led by partner and chair of Greater China Raymond Li and partners Nan Li and Zhaoyu Ren, represented Morgan Stanley Asia and Nomura International (Hong Kong).

Skadden is advising Endurance Specialty Holdings on a definitive agreement with Sompo Holdings for Sompo’s acquisition of 100 percent of the outstanding ordinary shares of Endurance for approximately US$6.3 billion in cash. Partners Todd Freed (financial institutions / insurance M&A), Jon Hlafter (financial institutions / insurance M&A), Sally Thurston (tax), Neil Leff (executive compensation and benefits) and Robert Stirling (corporate and financial institutions / insurance; London) are leading the transaction, which was announced on October 6, 2016.

Troutman Sanders has advised Quanzhou Huixin Micro-credit on its Hong Kong IPO. Changjiang Corporate Finance (HK) is the sole sponsor while Changjiang Securities Brokerage (HK) is the sole global coordinator and lead manager. Huixin has the second largest registered capital among microfinance companies by the end of 2015 and was the largest licensed microfinance company in Fujian Province in terms of 2015 revenue. Huixin’s H-share offering raised approximately HK$271million (US$35m). Partners Allen Shyu and Rossana Chu led the transaction.

Weil has advised Baring Private Equity Asia on its acquisition from TPG Capital of HCP Holdings (China), a designer and manufacturer of primary packaging containers for the cosmetics, skincare and fragrance industries. China-based HCP Packaging, supported by controlling shareholder Baring Private Equity Asia, has reached an agreement to acquire a 100 percent stake in France-based SIMP from Omnes Capital and other shareholders, subject to closing prerequisites. SIMP will bring important new product capabilities to HCP’s wide range of packaging solutions for the leading beauty brands and supplement HCP’s vast product development and manufacturing capabilities in China / North America with a presence in Europe. Asia private equity partner Tim Gardner led the transaction.

Winkler Partners has represented The Scotch Whisky Association (SWA) on obtaining the registration of certification marks for “SCOTCH WHISKY” in English and Chinese characters (蘇格蘭威士忌) for Scotch whisky in Taiwan. The SWA heralded the registrations as “a legal breakthrough” that will give consumers even greater confidence in the quality of what they are buying as well as a further boost to Scotch whisky producers exporting to Taiwan, the fourth biggest market for Scotch by value with exports worth £75 million (US$91.8m) in the first six months of the year. These geographic certification mark registrations in Taiwan will make it easier to take legal action against anyone trying to produce or sell fake Scotch in the future. Partner Christine Chen led the transaction.

Deals – October 5, 2016

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Appleby has acted as Cayman counsel for Ausupreme International Holdings on its Hong Kong listing on September 12, 2016. Ausupreme is a Hong Kong-based retailer of health and personal care products. The majority of the proceeds from the offering will be used to further develop and strengthen its brand, explore business collaboration and expand its customer base, and diversify and expand its product portfolio. Hong Kong corporate partner Judy Lee led the transaction while Christine Koo & Ip was the Hong Kong adviser. Hastings & Co acted as Hong Kong counsel to the sponsors and underwriters.

Appleby also acted as Cayman counsel for Shun Wo Group Holdings on its Hong Kong listing on September 28, 2016. Shun Wo is a contractor of foundation works in Hong Kong. The majority of the company’s proceeds will be used to enhance machinery and increase its overall efficiency technical capability in performing foundation work. Hong Kong corporate partner Judy Lee led the transaction while David Fong & Co advised on Hong Kong law. Loeb & Loeb was the Hong Kong counsel to the sponsors and underwriters.

AZB & Partners is advising BSE on its proposed IPO. Its board has approved the draft red herring prospectus and the IPO papers are expected to be filed with markets regulator SEBI in the next few days. BSE has gained in-principle approval from SEBI earlier this year to list its shares. Partners Varoon Chandra and Lionel D’Almeida are leading the transaction.

AZB & Partners has advised Sintex Industries on its issue of equity shares, which were allotted on September 26, 2016. Partners Varoon Chandra and Lionel D’Almeida also led the transaction which was valued at approximately Rs5 billion (US$75.2m).

Davis Polk has advised the global coordinators and lead managers on the Rs60.57 billion (US$911m) IPO and listing on the BSE and the NSE of the equity shares of ICICI Prudential Life Insurance (I-Pru). The IPO consisted solely of a secondary offering of approximately 181.3 million shares by ICICI Bank, the promoter selling shareholder, including a reservation of approximately 18.1 million shares for certain ICICI Bank shareholders. The shares were sold inside India in a public offering registered with the SEBI and outside India in a private placement to a limited number of institutional and other investors under available offering exemptions in other jurisdictions, including the US. The IPO is considered the first public offering in India by a domestic insurance company. The largest private sector life insurer in India by total premium, I-Pru is a joint venture between ICICI Bank, India’s largest private sector bank by total assets, and Prudential Corporation Holdings, a part of international financial services entity Prudential Group. Partner William Barron led the transaction. Cyril Amarchand Mangaldas, led by Mumbai partners Shashikant Bhojani and Gaurav Gupte, acted as Indian counsel to I-Pru and ICICI Bank. The lead managers, comprised of DSP Merrill Lynch, ICICI Securities, CLSA India, Deutsche Equities India, Edelweiss Financial Services, HSBC Securities and Capital Markets (India), IIFL Holdings, JM Financial Institutional Securities, SBI Capital Markets and UBS Securities India, were advised by S&R Associates and Davis Polk & Wardwell as domestic and international counsel, respectively.

J Sagar Associates has advised the Danaher Group on the India leg of the restructuring for its various operating entities and assisted in various steps at the Japan and Singapore level involving the Indian entities of the group. The India leg was part of a larger restructuring exercise at the global level. Pursuant to such restructuring, certain entities forming a part of the Danaher Group have been carved out and made a part of New York-listed Fortive Corporation. The total deal size of the India leg of the transactions was more than Rs19 trillion (US$285.5b). Partner Sidharrth Shankar led the deal, while DLA Piper acted as lead counsel.

J Sagar Associates has also acted as Indian counsel to Reliance Communications on its agreement with Maxis Communications for the merger of Reliance’s wireless business with Aircel’s wireless business. Reliance and Maxis are promoters of Aircel. Upon completion, Reliance and Maxis will each own 50 percent of Aircel’s equity share capital. Partners Sandeep Mehta and Rajesh Pal, assisted by partners Manav Raheja, Nitin Kala, Farhad Sorabjee, Reeti Choudhary, Murali Ananthsivan, Soumitra Mujumdar and Dheeraj Nair, led the transaction while Slaughter & May, led by partners Simon Nicholls and Murray Cox, acted as international counsel. Maxis and Aircel were represented by Khaitan & Co, led by partners Haigreve Khaitan, Mehul Shah and Niren Patel, as Indian counsels while Kirkland & Ellis, led by partners David Arnold, Gavin Gordon and Aparajita Dundhia, acted as international counsel.

Khaitan & Co has advised Mahindra & Mahindra on its issue and listing of unsecured, rated, listed, redeemable, non-cumulative, taxable non-convertible debentures aggregating to approximately US$71.4 million on a private placement basis and listed on the BSE. Mahindra is one of India’s leading business houses and is among the leaders in the Indian automobile industry. Associate partner Manisha Shroff led the transaction.

Khaitan & Co has also advised Vidal Healthcare Services on the approximately US$10 million investment in Vidal Healthcare by Ambit Pragma Ventures, the private equity arm of Ambit Holdings. Vidal Healthcare is involved, through its subsidiaries, in health management and wellness solutions, including third-party administration services. Partner Ganesh Prasad led the transaction. ELP advised Ambit Pragma Fund II. Partner Darshan Upadhyay led the transaction, which closed on September 15, 2016.

Luthra & Luthra is representing Bayer on Indian law aspects of its acquisition of Monsanto in a US$66 billion all-cash transaction. This transaction is the largest-ever all-cash takeover of a public company, the largest acquisition of an American company by a foreign buyer, and the largest M&A transaction by a German company. Senior partner Mohit Saraf, assisted by partners Sundeep Dudeja, Amit Shetye, G R Bhatia, Abdullah Hussain and Kanika Chaudhary Nayar, is leading the transaction.

Maples and Calder has acted as BVI counsel to Dongxing Voyage on its issue of US$300 million 2.25 percent notes due 2019, which are guaranteed by Dongxing Securities (Hong Kong) Financial Holdings (DXHK) and China Orient Asset Management (International) Holding (COAMI). Dongxing Securities, the controlling shareholder of DXHK, is engaged in securities business in China, while China Orient Asset Management, the parent company of COAMI, is one of the leading asset management companies in China. The notes are listed in Hong Kong. Partner Derrick Kan led the transaction while Linklaters acted as Hong Kong and English counsel. Davis Polk & Wardwell, led by partner Paul Chow, acted as Hong Kong and English counsel to the joint lead managers.

Maples and Calder has also acted as BVI counsel to Haichuan International Investment on its issue of US$200 million 5.35 percent bonds due 2019, which are guaranteed by Fang Yang Commerce Trade Company, with the benefit of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking provided by Jiangsu Fang Yang Group. The bonds are listed in Hong Kong. The issuer is a wholly-owned subsidiary of the guarantor, which in turn is a wholly-owned subsidiary of the company, which offers infrastructure and housing construction services in Lianyungang, China. Partner Derrick Kan led the transaction while King & Wood Mallesons acted as English and PRC counsel. Linklaters acted as English counsel to the joint lead managers and the trustee.

Rajah & Tann Singapore has acted for Paktor on a follow-on round to its Series B Plus round of fundraising. Lead investor for this round was Temasek-owned Pavilion Capital. Partner Brian Ng led the transaction.

Rajah & Tann Singapore is also advising Singapore-listed Aztech Group on the exit offer by AVS Investments in connection with its voluntary delisting. The offer values the group at approximately S$21.42 million (US$15.6m). Headquartered in Singapore with support offices in the US, Germany, Malaysia, Hong Kong, Philippines and China, the group is engaged in electronics design and manufacturing, LED lighting, material supply and marine, as well as F&B retail and supplies businesses. Partners Danny Lim and Penelope Loh are leading the transaction.

Shardul Amarchand Mangaldas & Co has acted as sole transaction counsel on the Indian IPO of HPL Electric & Power. The offering opened on September 22, 2016 and closed on September 26, 2016. The company is an established manufacturer of metering solutions, lighting equipment, wires and cables, and switchgears in India. SBI Capital Markets, IDFC Bank and ICICI Securities acted as the underwriters. Partner and national practice head — capital markets Prashant Gupta, supported by partner Sayantan Dutta, led the transaction, which was valued at Rs3.61 trillion (US$54.3b).

Shardul Amarchand Mangaldas has also advised on UL’s indirect acquisition of AWS Truepower India as part of a global transaction whereby UL acquired AWS Truepower USA and, consequently, has indirectly acquired AWS India, a limited liability partnership in which AWS USA is the majority partner. AWS Truepower is a renewable energy consultant providing technical services and independent advice for the onshore wind, offshore wind, and solar energy markets. Partner Akila Agrawal led the transaction, which closed on September 26, 2016. Winston & Strawn acted as US counsel to UL.

Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore), the trustee of Ascendas Reit, on Ascendas Reit’s acquisition of a business park property in Sydney from Frasers Property Australia and the purchase of a logistics property in Melbourne from Goodman Dandenong Trust for A$168.2 million (US$128.3m). Partners Tan Woon Hum and Andrea Ng are leading the transaction.

WongPartnership is acting for Olam International on its issuance of US$150 million five-year senior notes under its US$5 billion euro medium term note programme. Partner Hui Choon Yuen is leading the transaction.

WongPartnership is also acting for EFG Bank Singapore Branch on the proposed acquisition of BSI Bank’s Singapore private banking business. This follows the announcement on February 22, 2016 by EFG International and BSI Bank that EFG International will acquire BSI Bank to form one of the largest private banks in Switzerland with approximately CHF170 billion (US$173.7b) assets under management, for approximately CHF 1.33 million (US$1.36b). Partners Chou Sean Yu, Alvin Chia, Vivien Yui, Smitha Menon, Lau Kiat Wee, Lionel Leo, Tan Li Wen, Tian Sion Yoong and Chan Jia Hui are leading the transaction.