Allen & Gledhill has advised Keppel Corp Ltd and its wholly-owned subsidiary Keppel Capital Holdings Pte Ltd in respect of the consolidation of Keppel’s S$26 billion (US$19m) worth of asset management businesses, comprising its interests in business trust management, real estate investment trust management and fund management businesses, under Keppel Capital. Pursuant to the consolidation, 100 percent of the shares of Keppel Infrastructure Fund Management Pte Ltd (the trustee-manager of Keppel Infrastructure Trust), Keppel REIT Management Ltd (the manager of Keppel REIT) and Alpha Investment Partners Ltd (a fund manager), as well as 50 percent of the shares of Keppel DC REIT Management Pte Ltd (the manager of Keppel DC REIT), were consolidated under Keppel Capital. In relation to the consolidation of interests in Keppel DC REIT Management, Keppel Capital acquired 50 percent of the shares of Keppel DC REIT Management from Keppel Data Centres Pte Ltd pursuant to a share purchase agreement for a consideration of S$38 million (US$28m). The consolidation also included the centralisation of certain non-regulated support functions in Keppel Capital. Partners Tan Tze Gay, Jerry Koh, Adrian Ang, Teh Hoe Yue and Wu Zhaoqi led the transaction.
Allen & Gledhill has also advised CLSA Ltd, DBS Bank Ltd and China Securities (International) Corporate Finance Company Ltd as joint lead managers in respect of CITIC Envirotech Ltd’s issue of US$180 million in principal amount of 5.45 percent senior perpetual securities, to be consolidated and forming a single series with the existing US$175 million 5.45 percent senior perpetual securities, under its S$750 million (US$552.4m) multicurrency perpetual securities issuance programme. Partners Margaret Chin and Sunit Chhabra led the transaction. AZB & Partners is advising IDFC Bank Ltd in respect of its acquisition of 100 percent equity stake of Grama Vidiyal Micro Finance Ltd. Partner Srinath Dasari led the transaction which was signed on 12 July 2016 and is yet to be completed. AZB & Partners has also advised HWIC Asia Fund (Class Q), a Fairfax group company, in respect of its acquisition of 49.2 percent of Quantum Advisors Private Ltd (QAPL). The transaction involves the indirect acquisition of control over the two wholly-owned subsidiaries of QAPL, namely Quantum Asset Management Company Private Ltd, the asset management company of Quantum Mutual Fund (QMF) and Quantum Trustee Company Private Ltd, the trustee company of QMF, and the acquisition of 100 percent of QIEF Management LLC Mauritius by HWIC Asia from Menlo Oak Venture Investments and additional subscription of shares of QIEF. Partners Ashwin Ramanathan, Bhavi Sanghvi and Rushabh Maniar led the transaction which was completed on 11 July 2016. Cleary Gottlieb is representing LINE Corp in respect of the pricing of the underwritten SEC-registered IPO, the NYSE and Tokyo Stock Exchange dual listing of LINE Corp’s 35 million shares of common stock in the form of shares or American depositary shares. The global offering consists of an international offering in the US and countries outside of Japan of 22 million shares, deliverable in the form of shares at a price of ¥3,300 (US$31.08) per share or ADSs at a price of US$32.84 per ADS, and a concurrent offering in Japan of 13 million shares at a price of ¥3,300 (US$31.08) per share. In connection with the offering, LINE Corp has granted the underwriters the option to purchase up to 5.25 million additional shares. The ADSs will begin trading on the NYSE on 14 July 2016 and on the Tokyo Stock Exchange on 15 July 2016. Seoul partner Jinduk Han, assisted by New York partners Craig Brod, Jeff Karpf and Meyer Fedida and Washington partner Paul Marquardt, led the transaction. Clifford Chance has advised EDF Energies Nouvelles, a subsidiary of EDF Group dedicated to renewable energy, in respect of its acquisition of a majority stake in UPC Asia Wind Management (UPC AWM) which develops and builds wind projects in China. Following the acquisition, EDF Energies Nouvelles will own an 80 percent stake in the UPC AWM holding company, based in Hong Kong. Its partners UPC China and US-based investment fund Global Environment Fund remain shareholders with a 20 percent share of the company. The EDF Group is the world’s biggest electricity generator and covers every sector of expertise, from generation to trading and transmission grids. The company has been present in China for more than 30 years. Shanghai partner Kelly Gregory led the transaction. Colin Ng & Partners has assisted SCIE SCI Ecommerce, a Singapore-based e-commerce retailer, in respect of its entry into the Indonesian market. SCIE will provide management services to a joint venture between a well-known Indonesian group specializing in the sale and distribution of mobile phones and other electronics products and a well- known logistics business based in Jakarta. SCIE is a major e-commerce retailer for some of the leading e-commerce platforms in South-east Asia and has won several accolades from these platforms. Partner Bill Jamieson led the transaction. Davis Polk has advised Orient Securities Company Ltd (DFZQ) in respect of its IPO and listing on the Main Board of the HKSE and an international offering in reliance on Rule 144A and Regulation S. The net proceeds from the global offering to be received by DFZQ are estimated to be approximately HK$6.8 billion (US$876.9m) prior to any exercise of the over-allotment option. DFZQ is a leading and fast-growing capital markets service provider in China. Its major business segments include trading and investment management, brokerage and securities financing and investment banking. It has 120 securities branches covering all 31 provinces in China. DFZQ was listed on the Shanghai Stock Exchange on 23 March 2015. Partners Bonnie Y Chan, Paul Chow, James C Lin, Li He and Gregory S Rowland led the transaction. Davis Polk has also advised Yihai International Holding Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$858 million (US$110.6m) prior to any exercise of the over-allotment option. Yihai International is a leading and fast-growing compound condiment manufacturer in China. It offers hot pot condiment products and Chinese-style compound condiment products. Yihai International is the second-largest hot pot condiment manufacturer in China as measured by sales value in 2015. Partners Bonnie Y Chan, Antony Dapiran, Li He and John D Paton led the transaction. Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd, in respect of the financial assistance comprising of senior debt and subordinate/ quasi debt aggregating to approximately INR3 billion (US$44.6m) to Sandla Wind Project Private Ltd for part financing the cost of setting up 50.4 MW wind power project at District Anantpur, Andhra Pradesh. Partner Girish Rawat led the transaction. DLA Piper has advised China Unienergy Group Ltd in respect of its listing and global offering of shares on the Main Board of the HKSE. The total offering size is approximately HK$200 million (US$25.8m) and shares commenced trading on 13 July 2016. China Unienergy is a profitable anthracite coal producer based in Guizhou, a southwest province in China. The company was established in 2011 and has since been engaged in the extraction and sale of anthracite coal. Haitong International Capital Ltd is the sole sponsor whilst Haitong International Securities Company Ltd and China Merchants Securities (HK) Co Ltd are the joint book-runners and joint lead managers. Corporate partner Melody He-Chen, assisted by Hong Kong corporate partner Mike Suen, led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Sullivan & Cromwell (Hong Kong) advised the sponsor whilst Han Kun Law Offices advised as to PRC law. Eversheds Hong Kong office has advised Datang International Power Generation Co Ltd (Datang Power) in respect of the disposal of its coal-to-chemical business with net assets of approximately RMB7.13 billion (US$1b). Datang Power is one of the largest state-owned power producers in the PRC and is also one of a handful of Chinese companies to be triple listed in Hong Kong, Shanghai and London. The group is principally engaged in the construction and operation of power plants, the sale of electricity and thermal power, maintenance of power equipment and provision of power related technical services. Stephen Mok, head of Corporate – Asia, led the transaction. J Sagar Associates has advised Emaar Properties PJSC in respect of the re-organisation of various businesses through a demerger of its joint venture company Emaar MGF Land Ltd. Emaar MGF Land holds development rights in respect of approximately 8,500 acres of land across India. Joint managing partner Shivpriya Nanda, assisted by partners Amar Gupta, Amitabh Kumar, Divyanshu Pandey, Arpita Garg and Divyam Aggarwal, led the transaction. MGF Developments Ltd and Shravan Gupta, promoter of MGF, were advised by Dua Associates (Delhi). Khaitan & Co has advised Wockhardt Ltd as the guarantor and its Swiss subsidiary Wockhardt Bio AG in respect of a US$ 250 million syndicated term loan facility availed from IDBI Bank Ltd and Export Import Bank of India for the purpose of, among others, research & development expenditure, the acquisition of intellectual property rights pertaining to patents and brands and general corporate purposes. The transaction involved security creation across multiple jurisdictions, including India, USA, Mexico, UAE, Switzerland and UK. Wockhardt is a pharmaceutical and biotechnology company headquartered in Mumbai. The company has manufacturing plants in India, UK, Ireland, France and US, and subsidiaries in US, UK, Ireland and France. It is a global company with more than half of its revenue coming from Europe. Partner Shishir Mehta led the transaction. Khaitan & Co has also advised Camlin Fine Sciences Ltd in respect of its US$ 8.2 million qualified institutions placement. Camlin Fine Sciences is a provider of high-quality shelf life extension solutions, including antioxidants and aroma ingredients and performance chemicals. Partner Abhimanyu Bhattacharya and associate partner Aditya George Cheriyan led the transaction. K&L Gates Doha office has advised a consortium of IL&FS Transportation Networks (ITNL) and Next Generation Parking (NGP) in respect of their role in the first Public-Private Partnership (PPP) initiative under Dubai’s new PPP law. The new law was launched in November 2015 by His Highness Sheikh Mohammed bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai. The new initiative will be delivered on a design, build, finance, operate and transfer basis and aims to develop one of the world’s largest automated car parks within the existing premises of the Dubai Courts. It is a collaboration between Dubai Courts and Park Line, a special purpose company established by ITNL Infrastructure Developer and NGP. A subsidiary of India-based Infrastructure Leasing & Financial Services Ltd (IL&FS), ITNL is a transport infrastructure development company. IL&FS has a global project portfolio of over US$45 billion. NGP is a subsidiary of KBW Investments and works across a number of sectors. Doha partner Amjad Hussain, supported by partner Matthew Walker, led the transaction. K&L Gates has also advised in respect of the establishment of the Elephant Club Consumer Debt Fund (ECCDF), managed by Capital Focus Asset Management Ltd. The newly established fund invests in notes issued by Hong Kong-licensed money lender Elephant Club Ltd, and represents Hong Kong’s first ever hybrid fund peer-lending platform. ECCDF aims to raise up to HK$2 billion (US$258m) in the medium term. Hong Kong partner Michael Wong, supported by Hong Kong partner Neil Campbell, led the transaction. Maples and Calder has acted as Cayman Islands counsel to Yihai International Holding Ltd in respect of its IPO and listing of 260 million shares on the HKSE. The shares were offered at HK$3.30 (US$0.425) each and the listing raised approximately HK$858 million (US$110.6m). The issuer is a leading compound condiment manufacturer in China. Partner Derrick Kan led the transaction whilst Davis Polk & Wardwell acted as Hong Kong and US counsel and Jingtian & Gongcheng acted as PRC counsel. The underwriters were China International Capital Corp Hong Kong Securities Ltd (CICC) and Macquarie Capital Ltd, with CICC acting as the sole sponsor. The underwriters were advised by Paul Hastings as to Hong Kong and US law and Tian Yuan Law Firm as to PRC law. Maples and Calder has also acted as Cayman Islands counsel to China Music Corp (CMC), which owns two of China’s leading music streaming businesses, Kugou Music and Kuwo Music, in respect of the acquisition by Chinese internet giant Tencent Holdings Ltd of a controlling interest in CMC. Tencent, a company listed on the main board of the HKSE, is regarded as China’s largest social-networking and online-games company, and also runs its own music-streaming service QQ Music. The deal therefore brings together the country’s top-three mobile music applications owned by the two companies. Kugou is the largest mobile music service in China with a 28 percent market share, followed by QQ Music’s 15 percent and Kuwo’s 13 percent, according to data from research firm iiMedia Research. Partner Richard Spooner led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell represented Tencent. Mourant Ozannes has advised CVC Capital Partners in respect of the proposed US$1.1 billion privatisation by way of a scheme of arrangement of HKSE-listed Nirvana Asia Ltd. Nirvana, a company incorporated in the Cayman Islands, is the largest integrated funeral and bereavement care provider in Asia. The company has operations in six countries across Asia, including Malaysia, Singapore and Indonesia and employs over 700 staff across the region. If accepted by the required number of shareholders, Nirvana founder Tan Sri Kong and CVC will be the two largest shareholders in Nirvana. CVC is headquartered in London and manages capital on behalf of over 300 institutional, governmental and private investors worldwide. Hong Kong managing partner Paul Christopher, assisted by partners Shaun Folpp and Simon Lawrenson, led the transaction. Clifford Chance also advised CVC in the transaction. Norton Rose Fulbright has advised Beijing Capital Juda Ltd in respect of its approximately RMB2.4 billion (US$359m) acquisition of three outlet projects in Beijing, Kunshan and Huzhou in China from its parent company, Beijing Capital Land Ltd. The acquisition will enable Capital Juda to become one of the largest nationwide outlets developer and operator in China. The firm has advised on the delineation of potentially competing business with the parent company, which is also a leading real estate developer in residential and mixed-use property projects. The acquisition constitutes a very substantial acquisition and connected transaction under the listing rules of the HKSE. Capital Juda will settle the consideration payable in cash, funded by a new issue of convertible preference shares to Beijing Capital Land under a specific mandate from shareholders. With its property portfolio to be enhanced as an effect of the acquisition, Capital Juda also seeks a prior specific mandate from shareholders (which the firm also advised on) to place new ordinary shares to interested investor(s) in the short-term after completion of the acquisition. In doing so, it will broaden Capital Juda’s shareholder base and increase its market capitalisation. HSBC is acting as the placing agent for Capital Juda. Hong Kong partner Psyche Tai led the transaction. Norton Rose Fulbright has also advised Frasers Centrepoint Ltd in respect of a A$620 million (US$464m) real estate cross-border asset acquisition financing. Part of the proceeds of the financing was applied towards the acquisition of the initial portfolio properties to be injected into Frasers Logistics & Industrial Trust (FLIT). The financing was in connection with the IPO of FLIT on the SGX. The IPO raised S$903 million (US$665m) and is Singapore’s biggest new listing since 2013. It is also the first and largest REIT listed in Singapore with a pure-play Australian industrial and logistics portfolio. The Australian real estate asset portfolio acquisition includes 51 industrial and logistics properties across major industrial markets, such as Sydney, Melbourne, Brisbane, Adelaide and Perth. The properties were acquired by Frasers Centrepoint in 2014 as part of its purchase of Australand Property Group, one of Australia’s leading diversified property groups. Frasers Centrepoint, as FLIT’s sponsor for the listing, is one of Singapore’s top property companies with more than S$23.5 billion (US$17.3b) total assets as at 31 March 2016. Singapore partner Yu-En Ong led the transaction whilst Thai law advice was provided by Bangkok partner Tassanai Kiratisountorn. Paul Hastings has represented Greentown Service Group Co Ltd in respect of its US$180 million global offering and IPO on the Main Board of the HKSE. Merrill Lynch and BOCI Asia Ltd acted as joint sponsors, together with Haitong International Securities Company Ltd and Credit Suisse (Hong Kong) Ltd as joint global coordinators. Greentown Service Group is a leading high-end residential property management service provider in China. According to China Index Academy, it ranked first among high-end residential property management service providers in China in 2014. Partners Raymond Li, Steven Winegar and Bonnie Yung led the transaction which was announced on 14 July 2016. Rajah & Tann Singapore is acting as Singapore counsel for DBS Bank Ltd as solicitors to the issue manager, book-runner and underwriter, in respect of the IPO and listing of Procurri Corp Ltd on the Main Board of the SGX-ST. The Procurri group is a leading global independent provider of data centre equipment and IT lifecycle services. Through its direct presence and global network of partners, its business covers over 80 countries worldwide, with offices across three continents and in five jurisdictions, namely the USA, the UK, Mexico, Singapore and Malaysia. Procurri Corp is poised to be the first non-REIT and first technology IPO on the Main Board of the SGX-ST this year. Immediately post-offering, its market capitalisation is expected to be approximately S$156.8 million (US$115.5). Partner Danny Lim is leading the transaction which was completed on 20 July 2016. Shardul Amarchand Mangaldas & Co has advised Privi Organics Ltd in respect of the proposed approximately INR370 crores (US$55m) investment, through a primary acquisition and a secondary purchase from existing shareholders of the company, by FIH Mauritius Investments Ltd. Privi Organics is one of India’s leading manufacturer, supplier and exporter of aroma chemicals. As part of the transaction, FIH Mauritius Investments will subscribe to the equity shares of Privi Organics and purchase equity shares from certain existing shareholders, including Standard Chartered Private Equity. Subsequently, the aroma chemicals business of Privi Organics is to be demerged and transferred to Adi Aromatic Ltd, a wholly-owned subsidiary of Adi Finechem Ltd, in consideration of allotment of securities of AFL to the shareholders of the company. The demerger will be pursuant to the scheme of demerger among the company, Adi Aromatic Ltd and AFL (and their respective shareholders and creditors) under Sections 391-394 of the Companies Act 1956. Partners Abhishek Guha and Radhika Pereira led the transaction which was signed on 12 July 2016 and is subject to satisfaction of customary conditions precedent. AZB & Partners advised the investor whilst Khaitan & Co advised Standard Chartered, PwC and ICICI Securities Ltd. Shearman & Sterling is advising CX Partners and Capital Square Partners in respect of the sale of Minacs to Concentrix Global Holdings Inc, a subsidiary of Synnex Corp. The purchase price is approximately US$420 million, subject to closing adjustments. Minacs is a leading outsourcing business solutions partner to global corporations in the manufacturing, retail, telecom, technology, media and entertainment, banking, insurance, healthcare and public sectors. Synnex is a leading business process services company, optimizing supply chains and providing outsourced services focused on customer relationship management. Partner Sidharth Bhasin (Singapore-M&A), assisted by partners Jessica Delbaum (New York-Antitrust), Kenneth Laverriere (New York-Compensation, Governance & ERISA), Richard Hsu (Menlo Park-Intellectual Property Transactions), Daryl Chew (Singapore-International Arbitration), Laurence Crouch (Menlo Park-Tax) and Sarah Priestley (London-Tax), led the transaction. Shearman & Sterling has also advised Deutsche Bank, Standard Chartered Bank, ING and UBS as initial purchasers in respect the offering of US$300 million 7 percent senior notes due 2021 by HT Global IT Solutions Holdings Ltd. The notes will be listed on the SGX-ST. HT Global is a holding company incorporated in Mauritius by Baring Private Equity Asia V Mauritius Holdings (4) Ltd and owns a 71.25 percent controlling interest in Hexaware Technologies, a global provider of information technology and business process management services. Partners Andrew Schleider (Singapore-Capital Markets), Kyungwon Lee (Hong Kong-Capital Markets) and Nathan Greene (New York-Asset Management) led the transaction. Simpson Thacher has represented China Logistics Properties Holdings Co Ltd (CNLP) in respect of its IPO in Hong Kong and Rule 144A/Regulation S offering of an aggregate of approximately one billion ordinary shares, which raised approximately HK$3.37 billion (US$434.5m) in gross proceeds. CNLP’s ordinary shares are listed on the HKSE. Credit Suisse and Deutsche Bank acted as joint sponsors, joint global coordinators, joint book-runners and joint lead managers. The firm also represented CNLP in connection with a US$300 million credit facility with Credit Suisse Singapore and a separate US$100 million debt facility with two financial institutions. Both transactions were entered into in connection with the IPO of CNLP, a leading premium logistics facilities provider in China. Capital markets partners Chris Lin and Christopher Wong, banking and credit partner Chris Bell and tax partner Robert Holo led the transaction. Skadden is representing CEMEX Holdings Philippines Inc, one of the largest cement companies in the country, in respect of its approximately P25.1 billion (US$532.5m) IPO of common shares on the Philippine Stock Exchange. The common shares are being sold both in the Philippines and internationally under Rule 144A and Regulation S under the Securities Act. Shares began trading on 18 July 2016. Partners Gregory Fernicola, Rajeev Duggal and Jonathan Stone led the transaction. Stephenson Harwood has advised Plover Bay Technologies Ltd in respect of its approximately HK$125 million (US$16m) listing on the main board of the HKSE. Established in 2006, Plover Bay, the fifth largest SD-WAN router vendor internationally in 2015 in terms of revenue value, is a well-established SD-WAN router vendor focusing on the design, development, marketing and sale of their products and services. Their products and services are used by enterprise users, such as multinational companies, as well as industry users, including those in the transportation, retail and education industries. Plover Bay market and sell their products and services to customers and end users under their own brands “Peplink” and “Pepwave”. Corporate partner Eugene Lai led the transaction. Tay & Partners has represented Accuron Medtech Group, a division of Accuron Technologies, in respect of the acquisition of a 70 percent stake in Aurum Healthcare Sdn Bhd, a Malaysia-based medtech company focusing on developing products for cardiovascular, orthopaedics, anaesthesiology, nephrology and critical care applications. Accuron is a subsidiary of Temasek Holdings. Partner Tay Beng Chai led the transaction whilst Bird & Bird ATMD advised on Singapore law. WongPartnership has acted as Singapore counsel to Citigroup Global Markets Singapore Pte Ltd and DBS Bank Ltd, as joint financial advisers, global coordinators and issue managers, and Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd, Morgan Stanley Asia (Singapore) Pte, Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd, as joint book-runners and underwriters, in respect of the IPO of units in Frasers Logistics & Industrial Trust on the main board of the SGX under Regulation S to raise approximately S$903 million (US$664.7m). Deputy Chairman Rachel Eng and partners Colin Ong and Wong Ee Kean led the transaction. WongPartnership has also acted for Blackstone Singapore Pte Ltd in respect of its acquisition of a 75 percent interest in certain companies owned by Sime Darby Property Singapore Ltd (a subsidiary of Malaysian-listed Sime Darby Berhad), which own certain properties, namely Sime Darby Enterprise Centre and Sime Darby Centre. Partners Chan Sing Yee, Audrey Chng, Tan Teck Howe, Serene Soh and Christy Lim led the transaction. |
Deals – July 20, 2016
Deals – July 13, 2016
AZB & Partners has advised Centum Electronics Ltd in respect of its acquisition of 51 percent stake of Adetel Group SA. Partner Srinath Dasari led the transaction which was completed on 5 July 2016.
Clifford Chance has advised Frasers Hospitality in respect of its venture with Sekisui House, a leading house builder in Japan with experience in developing luxury hotels, on the development of luxury serviced apartments in the Akasaka district of Tokyo. This project, to be operated by Frasers Hospitality, is scheduled to open before the Tokyo Olympic Games in 2020. The property will target affluent foreigners visiting the city, the level of which is expected to rise in anticipation of the 2020 Olympic Games. Frasers Hospitality is a Singapore-based leading hotel and serviced apartment operator offering hotel, serviced apartments and residences in more than 80 cities globally. Frasers Hospitality Group’s global portfolio, including those in the pipeline, stands at 139 properties and 22,800 keys worldwide. Partner Leng-Fong Lai, supported by Tokyo managing partner Eiichi Kanda, led the transaction. Clifford Chance has also advised China Development Bank Financial Leasing Co Ltd (CDB Leasing) in respect of its US$800 million IPO, excluding the exercise of the over-allotment option. Joint sponsors were CITIC CLSA, Merrill Lynch and Deutsche Securities Asia. CDB Leasing is the largest leasing company in China by assets and is the first of the China Banking Regulatory Commission-regulated financial leasing companies to be listed in Hong Kong. China co-managing partner Tim Wang and partner Fang Liu led the transaction. Davis Polk is advising Greenland Financial Overseas Investment Group Co Ltd, a subsidiary of Greenland Holding Group Company Ltd, in respect of its purchase of approximately 753.6 million ordinary shares, representing approximately 22.79 percent of the issued share capital of HKSE-listed Broad Greenstate International Company Ltd, an integrated landscape architecture service provider in China. Greenland Holding is a leading group company in PRC with a diversified portfolio of businesses and a focus on real estate business. It is the second-largest enterprise held by Shanghai State-Owned Assets Supervision and Administration Commission. Corporate partner Paul Chow is leading the transaction which is yet to be completed, subject to certain closing conditions. Davis Polk is also advising HKSE-listed China Resources Beer (Holdings) Company Ltd in respect of its approximately HK$9.5 billion (U$1.2b) global rights offering. China Resources Beer (Holdings) and its subsidiaries have been in the beer business in China since 1994, with the total sales volume ranking first in the China market since 2006. Corporate partners Paul Chow and William F. Barron are leading the transaction. Dhir & Dhir Associates has acted for Power Finance Corp Ltd and Indian Renewable Energy Development Agency Ltd as the lenders in respect of the approximately INR5.85 billion (US$87.3m) financial assistance to Orange Urvakonda Wind Power Private Ltd for part financing the cost of setting up of 100.8 MW wind power project at Tehsil Urvakonda, District Anantpur, Andhra Pradesh. Partner Girish Rawat led the transaction. ELP has advised Trans Asian Shipping Services Pvt Ltd before the Supreme Court (and previously before the Kerala High Court) in respect of Income Tax SLPs / appeals filed by the Income Tax Department. The SLPs / appeals had sought to deny benefit of Tonnage Tax Scheme under Chapter XII-G of the Income-tax Act 1961 in respect of slot charter operations of the company-assessee, in cases where such operations are not carried on qualifying ships. The tax and interest demand amount to more than INR60 crores (US$8.94m). The Supreme Court dismissed the Department’s SLPs / appeals on 5 July 2016. The decision is the first such judgment on this issue and clarifies the legal position that will have a bearing on the industry. Managing partner Rohan Shah and partners Nishant Shah, Alok Yadav and Ranjeet Mahtani led the transaction. ELP has also advised PTT Phenol Co Ltd (Thailand), Mitsui Chemicals Inc (Japan), Mitsui & Co Ltd (Japan) and Mitsui & Co. (Asia Pacific) Pte Ltd (Singapore) in respect of the sunset review anti-dumping investigation on imports of phenol and acetone into India. Despite making a finding of dumping from Thailand, the Authority recommended non-continuation of duties, as it found no injury to SI Group (one of the two petitioners), no causal link between imports from subject countries and injury to Hindustan Organic Chemicals Ltd (other petitioner) and no likelihood for recurrence of dumping and injury to the domestic industry overall. Partner Sanjay Notani led the transaction which was completed on 1 July 2016. Herbert Smith Freehills has advised Citibank Global Markets India Private Ltd and Kotak Mahindra Capital Company as book-runners and lead managers in respect of the US$155 million IPO on the Bombay Stock Exchange and Regulation S international offering of Mahanagar Gas Ltd (MGL), one of India’s largest natural gas distribution companies. MGL is the sole supplier of natural gas in Mumbai and its adjoining areas, with nearly 850,000 retail customers and a network of 188 stations supplying piped and compressed natural gas for domestic use and for vehicles. Partner Siddhartha Sivarakrishnan led the transaction. Kirkland & Ellis is acting for JP Morgan as financial adviser in respect of CVC Capital Partners-led funds’ US$1.1 billion proposed privatization by way of a scheme of arrangement of HKSE-listed Nirvana Asia Ltd. Nirvana is the largest integrated funeral and bereavement care provider in Asia, with operations in six countries across Asia. Hong Kong corporate partners Nicholas Norris and Joey Chau and debt finance partner David Irvine are leading the transaction which was announced on 8 July 2016. Clifford Chance partner Andrew Whan advised CVC. Linklaters has advised the Qatar Investment Authority in respect of its acquisition of Asia Square Tower 1, a prime Grade A commercial development in Singapore’s Marina Bay business and financial district. The deal is the largest single-tower real estate transaction in Asia Pacific to date and the second largest single-tower real estate transaction globally. Partners William Kirschner (Singapore) and Richard Good (London) led the transaction whilst Walkers (Singapore) acted as BVI law counsel and Allen & Gledhill provided Singapore law advice on real estate and construction law aspects. Luthra & Luthra has acted for Nasdaq-listed Semtech Corp, one of the leading analog and mixed-signal semiconductors suppliers, in respect of the India leg of the divestment of its Snowbush IP business, part of its Systems Innovation Group, to Nasdaq-listed Rambus Inc for US$32.5 million, along with certain additional payments to be made over the next several years. As part of the global deal, a portion of Semtech’s India business was also divested to Rambus. Partner Kanchan Sinha, assisted by partner Anshul Jain, led the transaction which is subject to customary closing conditions and is expected to close in 2017. Maples and Calder has acted as Cayman Islands counsel to Qinqin Foodstuffs Group (Cayman) Company Ltd, a manufacturer and distributor of confectionery products in China, in respect of its listing by way of introduction on the Main Board of the HKSE. Partner Derrick Kan led the transaction whilst Reed Smith Richards Butler acted as Hong Kong and US counsel and Global Law Office acted as PRC counsel. Ashurst acted as Hong Kong and US counsel to the sole sponsor, Merrill Lynch Far East Ltd, whilst King & Wood Mallesons acted as PRC counsel. Rajah & Tann has acted as Singapore law counsel to SAC Capital Private Ltd as the sponsor, issue manager, underwriter and placement agent in respect of the IPO and listing of Advancer Global Ltd on the Catalist Board of the SGX-ST. The Advancer Global group is a diverse integrated services provider offering workforce solutions and services in Singapore through its employment services business, cleaning and stewarding services business and its security services business. Immediately post-invitation, Advancer Global’s market capitalisation is expected to be approximately S$38.1 million (US$28.3m). Partner Danny Lim led the transaction which was completed on 30 June 2016. Rajah & Tann has also represented Hady Hartanto and Telemedia Pacific Group Ltd as plaintiffs in respect of securing a favourable judgment before the Singapore International Commercial Court against Jack Yeh Mao-Yuan and Yuanta Asset Management International Ltd. The case concerned a failed joint venture pursuant to which the plaintiffs pledged approximately US$50 million worth of shares in an SGX-listed company to the defendants as collateral for loans. The defendants first held the shares in a private account in a bank, with the plaintiffs believing that the bank was providing the loans with the shares as collateral. As it turned out, the shares ended up being sold in the market without the plaintiffs’ consent. Moreover, the plaintiffs’ other shares in the company had devalued by over 80 percent. The Court ruled that all the sales of shares were in breach of the non-recourse agreement and of fiduciary obligations imposed on Yuanta and that Yuanta was liable for half of all losses made in the joint venture. The exact quantification of damages is to be calculated at later stage. Partners Paul Tan and Yam Wern-Jhien led the transaction. Shardul Amarchand Mangaldas & Co has advised Future Consumer Enterprises Ltd (FCEL) in respect of the investment by the International Finance Corp (IFC). FCEL sources, manufactures, brands and distributes food and fast moving consumer goods. The deal is valued at approximately INR134 crores (US$20m). As a part of the transaction, IFC has picked up a minority stake in FCEL by subscribing to a mix of compulsorily convertible debentures and nominal equity shares. Partner Kalpataru Tripathy led the transaction which closed on 2 July 2016. Trilegal advised IFC. Shook Lin & Bok has acted as Singapore counsel to International Finance Corp (IFC), a member of the World Bank Group, in respect of its investment in a US$830 million greenfield ammonia plant in Sulawesi, Indonesia. This is one of IFC’s largest greenfield project fundings in Asia over the last decade. Partner Stanley Lim led the transaction. Siam City Law Offices has advised in respect of a major deal involving an aerospace supplier/manufacturer based in the USA and a leading premium built-to-measure warehouse, distribution centre and factory developer, both in Thailand and the South East Asia region, in establishing a company/factory for the manufacturing of aerospace parts in an industrial estate in Thailand. Siam City Law Offices has also advised in respect of the closing of a lucrative deal between a Germany-based industrial packaging container supplier/manufacturer and Thailand’s leading developer of industrial estates, utilities, power and property solutions for the establishment of a company/factory for the manufacturing of industrial packaging containers. Stephenson Harwood has advised Circle Holdings plc in respect of its 20-year management agreement with a Chinese investor group to develop and operate a medical facility in Shanghai, China which will offer a range of primary care, diagnostic and treatment services. Circle Holdings is the AIM-listed holding company for Circle Health Ltd, the largest partnership of doctors, nurses and healthcare professionals in the UK. The investor group, which has committed RMB200 million (US$30m) to the Shanghai project, includes Taiping Life Insurance, one of the largest state-owned life insurance companies in China, Xinxing development group, a subsidiary of a state-owned conglomerate and the investment divisions of two other private Chinese businesses. This transaction is the first of its kind and involved a complex deal structure and negotiations with state-owned companies. It paves the way for UK professional expertise to contribute to the development of better healthcare facilities in China. Shanghai corporate partner Chunfai Lui led the transaction. Stephenson Harwood has also advised HKSE-listed Strong Petrochemical Holdings Ltd in respect of its disposal of the entire share capital of Strong Petrochemical (Asia) Company Ltd to Alpha Creation Group Ltd, an independent third party, at approximately US$20.3 million. As one or more of the applicable percentage ratios in respect of the sale and purchase agreement and the transaction contemplated thereunder were more than five percent but less than 25 percent, the transaction constituted a discloseable transaction under Chapter 14 of the Listing Rules. Strait Petrochemical Holdings Ltd is an indirect wholly-owned subsidiary of Strong Petrochemical whilst Strong Petrochemical (Asia) is a direct wholly-owned subsidiary of Strait Petrochemical. Corporate partner Eugene Lai led the transaction. Wong & Partners Kuala Lumpur office has advised Zurich Insurance Company in respect of its MYR525 million (US$132m) acquisition of 100 percent of the equity interests in MAA Takaful Berhad from MAA Group Berhad and Solidarity Group Holding BSC (Closed). This deal represents Zurich’s maiden entry into the Malaysian takaful market. Partners Brian Chia and Sue Wan Wong led the transaction which was completed on 30 June 2016. Cheang & Ariff advised the vendor. WongPartnership has acted for TuasOne Pte Ltd, a joint venture between Hyflux Ltd and Mitsubishi Heavy Industries Ltd), in respect of the S$653.41 million (US$485.5m) project financing of, inter alia, the development, procurement, construction, operation and maintenance of a waste-to-energy plant with a contracted waste processing capacity of 2,400 tpd of waste. The plant aims to reduce the volume of solid waste by at least 90 percent and provide sufficiently high efficiency of electricity generation. The project financing involved shareholder funding by way of equity injection / subordinated loans and also a GST shareholder loan. Partners Susan Wong, Felix Lee, Dorothy Marie Ng, Bonnie Wong, Tay Peng Cheng and Linda Low led the transaction. WongPartnership has also acted for FWD Group, the insurance arm of Asia-based Pacific Century Group, in respect of the acquisition of a 90 percent stake in group medical insurance provider Shenton Insurance Pte Ltd. Shenton has undergone a rebranding exercise and is now known as FWD Singapore Pte Ltd. Partners Mark Choy and Milton Toon led the transaction. |
Deals – July 6, 2016
Allen & Gledhill has advised DBS Bank Ltd as the sole lead manager and book-runner and Perpetual (Asia) Ltd as the trustee of the holders of the securities in respect of the issue of S$500 million (US$369m) perpetual capital securities by Hyflux Ltd comprising of an offer of securities to the public in Singapore, an offer of securities to the directors, management and employees of Hyflux and its subsidiaries, and an offer of securities to institutional and other investors via a placement. Partners Margaret Chin and Daselin Ang led the transaction.
Allen & Overy has advised ANZ, Barclays, DBS, Deutsche Bank, HSBC and Standard Chartered Bank as joint lead managers in respect of the US$300 million Samvardhana Motherson Automotive Systems Group BV high yield notes issue, the first from India in more than a year and which could signal a reopening of the Indian high yield market. Samvardhana Motherson is the Dutch subsidiary of Motherson Sumi Systems Ltd, one of the largest automotive parts suppliers globally. US securities partner Amit Singh led the transaction. AZB & Partners has represented Dell Inc in respect of the acquisition by NTT DATA Inc of Dell Services from Dell Inc. Partner Samir R Gandhi led the transaction which was valued at approximately INR195 billion (US$2.9b). AZB & Partners has also advised Ontario Teachers’ Pension Plan Board in respect of its acquisition of minority stake held by Sequoia Capital India III Ltd and Sequoia Capital India Principals Fund III Ltd in Jasper Infotech Private Ltd. Partner Darshika Kothari led the transaction. Clifford Chance has advised China’s State Grid International Development Ltd in respect of its joint venture with Rosseti OAO, Russia’s largest power transmission and distribution company. State Grid is the largest utility company in the world. The deal is in line with China’s ‘One Belt One Road’ initiative, with the joint venture spearheading investment efforts in the construction of electric grid infrastructure and new power capacity in Russia. Beijing partner Terence Foo, supported by Moscow partners Arthur Iliev and Torsten Syrbe, led the transaction. Cyril Amarchand Mangaldas has advised Kotak Mahindra Capital Company Ltd and Citigroup Global Markets India Private Ltd as the book-running lead managers in respect of the issue of approximately 24.7 million equity shares of face value of INR10 (US$0.148) each of Mahanagar Gas Ltd for cash at INR421 (US$6.23) per equity share, including a premium of INR411 (US$6.08) per equity share, aggregating to approximately INR10.39 million (US$153.8m) by way of offer for sale by GAIL (India) Ltd and BG Asia Pacific Holdings Pte Ltd, the selling shareholders, being the promoters of the company. The offer comprised a net offer of approximately 24.5 million equity shares to the public and a reservation of 200,000 equity shares aggregating to INR76.6 million (US$1.13m) for eligible employees bidding in the employee reservation portion. A discount of INR38 (US$0.56) per equity share was offered to eligible employees. The issuer is one of the largest gas distribution companies in India. The offer saw the highest overall, QIB, HNI and retail demand in an Indian IPO in the last five years. Mumbai capital markets partners Yash J Ashar and Gaurav Gupte led the transaction. Khaitan & Co acted as domestic counsel to the company and the selling shareholders whilst Jones Day acted as the international counsel. Herbert Smith Freehills acted as the international counsel for the book-running lead managers. Dhir & Dhir Associates has advised the consortium of lenders led by L&T Infrastructure Finance Company Ltd in respect of the amended and restated documentation for the INR6.45 billion (US$95.5m) pursuant to the amalgamation of Western Region Transmission (Maharashtra) Private Ltd into Reliance Infrastructure Ltd. The firm has also advised India Infrastructure Finance Company Ltd in respect of the financial assistance of INR2.85 billion (US$42.2m) under its Takeout Finance Scheme to Reliance Infrastructure Ltd (Erstwhile Western Region Transmission (Maharashtra) Private Ltd), wherein India Infrastructure Finance Company Ltd has agreed to takeout part of the exposure granted by consortium members to Reliance Infrastructure Ltd for laying of 1022 KM of 400 KV double circuit transmission lines as part of the Western Region System Strengthening Scheme II, Project B on a build, own, operate basis. Partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised the consortium of lenders, led by PTC India Financial Services Ltd, in respect of the financial assistance of the approximately INR1.41 billion (US$20.9m) sanctioned by them to two SPVs of Acme Group viz Acme Nalanda Solar Power Ltd and Acme Magadh Solar Power Ltd for part financing the cost of setting up of solar power project based on poly crystalline PV (photo-voltaic) cell technology in Banka district of Bihar having an aggregate capacity of 25 MW. Partner Girish Rawat led the transaction. J Sagar Associates has represented Treves SAS France in respect of the sale of 50 percent of its shareholding in the Indian joint venture company, Supreme-Treves Private Ltd, to its Indian joint venture partner, Supreme Nonwovens Private Ltd (Supreme). Supreme Nonwovens has increased its shareholding from 50 percent to 100 percent in Supreme-Treves. Supreme-Treves was formed as a joint venture between Supreme and Treves in 1996 and is the leading manufacturer of Interior Trims & NVH components for the automobile industry in India. M&A partner Sandeep Mehta led the transaction. Supreme Nonwovens was represented by PDS Legal led by partner Vihang Virkar. Jones Day has acted as international counsel to Mahanagar Gas Ltd (MGL) and its promoters, BG Asia Pacific Holdings Pte Ltd (BGAPH), a subsidiary of Royal Dutch Shell plc, and GAIL (India) Ltd in respect of MGL’s IPO of approximately 24.7 million equity shares and listing on the BSE and NSE of India. The offer was undertaken through a public offer in India and international Regulation S offering of approximately 12.35 million equity shares each by GAIL and by BGAPH, constituting 25 percent of the post-offer paid-up equity share capital of MGL, and raised approximately INR10.4 billion (US$154m). The IPO is one of the most well-subscribed issues this year, over-subscribed by 64.5 times at book close. MGL, a joint venture between GAIL and BGAPH, is one of India’s largest natural gas distribution companies and is the sole authorized distributor of compressed natural gas and piped natural gas in Mumbai, its adjoining areas and the Raigad district in the state of Maharashtra, India. Kotak Mahindra Capital Company Ltd and Citigroup Global Markets India Private Ltd were the book running lead managers of the IPO. London partner Dan Coppel led the transaction whilst Khaitan & Co acted as Indian counsel. The book-running lead managers were advised by Herbert Smith Freehills and Cyril Amarchand Mangaldas. Khaitan & Co has advised Mahanagar Gas Ltd (MGL) and the selling shareholders, Gail (India) Ltd and BG Asia Pacific Holdings Pte Ltd, in respect of MGL IPO for approximately US$154 million. MGL is one of the largest city gas distribution companies in India. The company has more than 20 years of experience in supplying natural gas in Mumbai and is presently the sole authorised distributor of compressed natural gas and piped natural gas in Mumbai, its adjoining areas and the Raigad district in the state of Maharashtra. Its promoters are Gail (India) Ltd and BG Asia Pacific Holdings Pte Ltd. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction. Khaitan & Co has also advised Vistra Group in respect of a secondary purchase by acquisition of 100 percent stake in Ujwal Management Services Private Ltd India from its sellers, Muralikrishnan A G, Kantharaj S K and M K Benevolent Trust. Vistra Corporate Services (SEA) Pte Ltd Singapore is a part of the Vistra Group which is an international trust and corporate service provider specialised in tailored trust, fiduciary and corporate services and is ranked among the top four service providers in this field globally. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction. Mayer Brown JSM has acted as international counsel to the International Finance Corp (IFC) in respect of its investment in a US$830 million greenfield ammonia plant in Sulawesi, Indonesia which achieved financial close last week. Operated by Panca Amara Utama (PAU), the plant is one of IFC’s largest greenfield projects in the last decade. It is funded through a US$512 million debt package consisting of a US$97 million IFC A loan and a US$415 million IFC B loan funded by ANZ, HSBC, Korea Development Bank, OCBC, Standard Chartered Bank, SMBC and United Overseas Bank. The IFC is also taking an equity position in PAU in the form of a convertible loan. Banking & Finance partners Nathan Dodd and Benjamin Thompson led the transaction. Norton Rose Fulbright has advised Abris Capital Partners in respect of the sale of shares of NOVAGO sp z oo, a leader in municipal waste processing and the largest producer of alternative fuel in Poland. The shares were bought by China Everbright International Ltd, one of the largest companies in the environmental protection industry in China with operations focused on four major segments: environmental energy, environmental water, greentech and envirotech. The transaction, worth €123 million (US$136m), is the largest Chinese direct investment in Poland and the largest Chinese acquisition in the environmental protection industry in Central and Eastern Europe. It is contingent on the clearance from the Office of Competition and Consumer Protection (UOKiK). Abris Capital Partners is an independent mid-market private equity firm focused on the leading countries of Central and Eastern Europe. Partners Rafał Hajduk and Paweł Bajno led the transaction. Paul Hastings has represented Ping An Fund in respect of its acquisition of a 47.4 percent interest in NYSE-listed AutoHome from Telstra for US$1.6 billion. Listed on both the HKSE and Shanghai Stock Exchange, Ping An is the second largest insurance company in China. Partners Jia Yan (M&A), David Wang (M&A) and Paul Guan (Investment Funds) led the transaction. Rajah & Tann Singapore is advising Anchor Resources Ltd in respect of its (i) proposed acquisition of GGT Manufacturing Sdn Bhd (GGTM) at the indicative consideration of S$100 million (US$74m), which constitutes a very substantial acquisition; (ii) proposed diversification of business into mining and quarry extraction of dimension stone granite as well as architectural stone and interior fit-out; and (iii) proposed placement of approximately 30.8 million new ordinary shares in the capital of Anchor Resources at the issue price of S$0.104 (US$0.077) per placement share. Anchor Resources is listed on the Catalist board of the SGX-ST. Headquartered in Malaysia, its existing business is in the exploration, mining and production of gold for sale in Malaysia. It currently holds concession rights to the Lubuk Mandi Mine and Bukit Panji Property in Terengganu, Malaysia. GGTM is principally engaged in dimension stone granite mining and extraction, and architectural stone and interior fit-out. It owns an exclusive dimension stone granite concession in Hulu Terengannu, Malaysia, and is currently the sole dimension stone granite operator in Terengganu. The majority shareholder of GGTM is Mr Lim Chiau Woei, the managing director and a controlling shareholder of Anchor Resources. Partner Danny Lim is leading the transaction which was announced on 27 June 2016 and is yet to be completed. Rajah & Tann Singapore has also acted as Singapore counsel for Top Glove Corp Bhd in respect of its secondary listing by way of introduction on the Main Board of the SGX-ST. Top Glove is the world’s largest rubber glove manufacturer and is headquartered in Malaysia with manufacturing facilities in Malaysia, Thailand and the PRC. Its products are exported to more than 195 countries worldwide, and include countries in North America, Latin America, Europe, Africa, Asia, Middle East and Oceania. Top Glove’s market capitalisation at the time of its secondary listing on the SGX-ST was approximately S$2 billion (US$1.48b). CIMB Bank Berhad Singapore Branch and HL Bank acted as the joint managers to the introduction. Hong Leong Investment Bank Berhad and CIMB Investment Bank Berhad acted as joint malaysian principal advisers to the introduction. Partners Evelyn Wee and Hoon Chi Tern from Rajah & Tann Singapore, partners Lee Hock Chye and Por Chuei Ying from Christopher & Lee Ong, and partner Dussadee Rattanopas from Rajah & Tann (Thailand) Ltd led the transaction which was completed on 28 June 2016. Christopher & Lee Ong advised on Malaysian law whilst Rajah & Tann (Thailand) Ltd advised on Thai law. Shardul Amarchand Mangaldas & Co has advised India Agri Business Fund II Ltd and REAL Trust II in respect of their investment in Parijat Industries (India) Private Ltd. The investment in the company is split into three tranches, whereby the investors will subscribe to compulsorily convertible cumulative preference shares issued in two tranches and the investors will purchase certain equity shares of the company from the promoter family. Mr Keshav Anand, Mr Sharat Anand and Mr Vikram Anand were the promoters while other members of the Anand family were the sellers/shareholders. Partner Ragnubir Menon led the transaction which closed on 17 June 2016. Business Law Chambers advised Parijat Industries (India) Private Ltd and the promoters. Shardul Amarchand Mangaldas & Co has also advised PC Jeweller Ltd (PCJ) in respect of the investment by DVI Fund (Mauritius) Ltd in PCJ. DVI Fund (Mauritius) invested approximately INR4.27 billion (US$63.2m) in PCJ, a company listed on the BSE and the NSE of India, by subscribing to approximately 4.27 million compulsorily convertible debentures (CCDs) of face value of INR1,000 each (US$14.80). The CCDs will convert into equity shares of the company at a conversion price of INR380 (US$5.62) within 18 months from the date of allotment. After the conversion of the CCDs, the promoter and promoter group shareholding in PCJ will reduce to 66.38 percent of the issued and paid-up share capital of PCJ. Partner Prashant Gupta led the transaction. J Sagar Associates advised DVI. Shook Lin & Bok is acting for DBS Trustee Ltd, the trustee of Soilbuild Business Space REIT (Soilbuild REIT), in respect of the proposed acquisition of a property in Bukit Batok from SB (Westview) Investment Pte Ltd (SB Westview), a subsidiary of Soilbuild Group Holdings, for approximately S$100.49 million (US$74.2m). Upon completion of the proposed acquisition, the trustee will enter into a master lease agreement with SB Westview in relation to the leaseback of the property to SB Westview for a term of seven years. Partners Tan Woon Hum and Andrea Ng are advising on the transaction. Skadden has acted for IDX-listed PT Elang Mahkota Teknologi Tbk (Emtek), the largest media, content and technology businesses in Indonesia, in respect of a strategic alliance with Nasday-listed BlackBerry Ltd that will provide cross-platform BlackBerry Messenger (BBM, an instant messaging application) users with access to enriched content and services. The exclusive licensing agreement enables Emtek to develop new BBM applications and services for Android, iOS and Windows Phones. BBM is extremely popular in Indonesia, with nearly 60 million monthly active users. Partners Jonathan Stone (corporate), Jose Esteves (intellectual property), Rajeev Duggal (corporate) and Ivan Schlager (CFIUS) led the transaction which was announced on 27 June 2016. Tay & Partners, working alongside Oh-Ebashi LPC & Partners, has advised in respect of the acquisition of a 90 percent stake in Big Apple Worldwide Holdings Sdn Bhd by Duskin Co Ltd. Duskin is the operator of the Mister Donut chain whilst Big Apple Worldwide Holdings is the operator of the Big Apple doughnut chain. Partners Chang Hong Yun and Teo Wai Sum led the transaction. Tay & Partners, working alongside Miyamoto International Law Office, has advised in respect of the acquisition of a 60 percent stake in Symphony HRS Sdn Bhd by Outsourcing Inc. Symphony HRS is a human resources outsourcing solutions and management services company. Partner Teo Wai Sum led the transaction. Trilegal has advised Glenmark Pharmaceuticals Ltd in respect of its issue of foreign currency convertible bonds aggregating to US$170 million with an option to increase the offer size by US$30 million within 30 days of closing. Glenmark Pharmaceuticals is the first company in India to issue foreign currency convertible bonds using the resettable onward starting equity-linked securities pricing mechanism. The issuance adopted a forward pricing mechanism, which enables Glenmark Pharmaceuticals to fix the conversion price 18 months after the issuance. Bonds issued with such pricing mechanism are called resettable onward starting equity-linked securities. These bonds will be listed on the SGX. IFC participated as an anchor investor in the offering. Partner Srinivas Parthasarathy led the transaction which closed on 28 June 2016. Allen & Overy Singapore office advised JP Morgan as manager and sole book-runner whilst Cyril Amarchand Mangaldas Mumbai office acted as domestic counsel. White & Case has advised PT XL Axiata TbK, one of the leading Indonesian telecoms providers, in respect of the sale of 2,500 telecoms towers for IDR3.57 trillion (US$267m) to PT Profesional Telekomunikasi Indonesia (Protelindo) and on the leaseback of 2,433 towers by PT XL Axiata as the anchor tenant. The transaction completed on 30 June 2016 following a competitive auction sale process. It is one of the largest M&A deals by value to have taken place in Indonesia in 2016. Singapore partners Barrye Wall and Jon Bowden led the transaction. WongPartnership has acted for the lenders in respect of the grant of loan facilities of up to S$600 million (US$443m) to East Vue Pte Ltd, a joint venture special purpose vehicle directly or indirectly owned by Frasers Centrepoint Ltd, Keong Hong Holdings Ltd and Sekisui House Ltd to, inter alia, finance the purchase of a site located at Siglap and the construction costs of a residential development to be constructed thereon. Partners Alvin Chia and Angela Lim led the transaction. WongPartnership is also acting for Easton Overseas Ltd in respect of the voluntary conditional cash offer for all the issued and paid-up ordinary shares in the capital of China Merchants Holdings (Pacific) Ltd, other than those shares owned, controlled or agreed to be acquired by the offeror, and an offer for the outstanding 1.25 percent convertible bonds in the principal amount of HK$150 million (US$19.3m) issued by the company, other than those convertible bonds already owned, controlled or agreed to be acquired by the offeror. Partners Andrew Ang and Audrey Chng are leading the transaction. |
Deals – June 29, 2016
Allen & Gledhill has advised Frasers Centrepoint Ltd (FCL), as sponsor of Frasers Logistics & Industrial Trust (FLT), in respect of the spin-off of FCL’s industrial assets in Australia to FLT. The firm also advised Frasers Logistics & Industrial Asset Management Pte Ltd, as manager of FLT, in respect of the IPO and listing of FLT on the Main Board of the SGX-ST. DBS Trustee was appointed forfeiture trustee. The gross proceeds raised from the IPO and the cornerstone investment tranche were approximately S$903 million (US$666m). Concurrent but separate from the IPO, TCC Group Investments Ltd, the strategic investor, was issued S$80 million (US$59m) in shares. Partners Jerry Koh, Long Pee Hua, Chua Bor Jern, Isaac Tung, Gloria Goh, Lim Pek Bur and Foong Yuen Ping led the transaction.
Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie in Singapore, has advised The Siam Commercial Bank Public Company Ltd, one of Thailand’s largest commercial banks, in respect of its investment in Golden Gate Ventures Fund II LP, a venture capital fund focusing on Southeast Asia. Principal Kelvin Poa led on the transaction. Baker & McKenzie.Wong & Leow, the Singapore member firm of Baker & McKenzie, has also advised DBS Bank Ltd, Citibank NA Singapore Branch, Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd as the lenders in respect of a A$620 million (US$457.8m) financing to Frasers Logistics & Industrial Trust (FLT) in relation to its IPO on the SGX. The S$903 million (US$666m) IPO is the largest on the local bourse so far this year and the biggest first-time share sale in Singapore since 2013. The financing to FLT was for its acquisition of a portfolio of 51 industrial properties in Australia. The properties were acquired by Frasers Centrepoint in 2014 as part of its purchase of the Australand Property Group. Conyers Dill & Pearman has provided Cayman Islands and BVI advice to 361 Degrees International Ltd and certain BVI subsidiaries in respect of its issue of US$400 million 7.25 percent senior notes due 2021. 361 Degrees is a leading PRC sportswear enterprise involved in the design, development, manufacture and sale of sportswear products. Hong Kong office head partner Christopher Bickley and Hong Kong partner Anna Chong led the transaction, working alongside Orrick, Herrington & Sutcliffe. Conyers Dill & Pearman has also provided Cayman Islands advice to eLong Inc, a leading mobile and online travel service provider in China, in respect of its US$661 million merger, by way of a “going private” transaction, with Tencent Holdings Ltd. Hong Kong partner and co-chair David Lamb led the transaction, working alongside Kirkland & Ellis, Goulston & Storrs PC and DaHui Lawyers. Han Kun has acted as PRC counsel for Nasdaq-listed JD.com, a leading online direct sales company in China, in respect of its strategic partnership with NYSE-listed Walmart, a leading global retail company. The partnership is aimed at providing superior products and services to customers in China. Han Kun has also acted as PRC counsel for Mayi.com in respect of its strategic acquisition by Tujia.com. Mayi.com and Tujia.com are China’s leading platforms for accommodation sharing. While maintaining its independent brand, operation and key management, Mayi.com will become a wholly-owned subsidiary of Tujia.com after this acquisition. Khaitan & Co has advised Wockhardt Ltd and its Swiss subsidiary Wockhardt Bio AG in respect of a US$250 million syndicated term loan facility availed from IDBI Bank Ltd and Export Import Bank of India for, among others, research & development expenditure, acquisition of intellectual property rights pertaining to patents and brands, and general corporate purposes. The transaction involved security creation across multiple jurisdictions, including India, USA, Mexico, UAE, Switzerland and UK. Wockhardt Ltd is a pharmaceutical and biotechnology company headquartered in Mumbai. The company has manufacturing plants in India, UK, Ireland, France and US, and subsidiaries in US, UK, Ireland and France. It is a global company with more than half of its revenue coming from Europe. Partner Shishir Mehta led the transaction. Khaitan & Co has also advised Disha Medical Services Private Ltd in respect of Series A funding by NRJN Family Trust (the family trust of Mr Nandan Nilekani). Based out of Bangalore, Disha Medical Services runs a prominent chain of eye care hospitals and clinics focused on providing affordable treatment in lower-income markets. Associate partner Vinay Joy led the transaction. King & Wood Mallesons has acted as international counsel for the joint lead managers in respect of the issuance of US$500 million 2.5 percent guaranteed notes due 2021 by ABCL Glory Capital Ltd, a wholly-owned subsidiary of Agricultural Bank of China Ltd (ABC). The notes are unconditionally and irrevocably guaranteed by Agricultural Bank of China Ltd Hong Kong Branch. ABC is a leading commercial bank in China in terms of total assets, total loans and total deposits. With over 23,600 domestic branches, ABC is one of the most recognised financial services brands in China. Hong Kong partner Hao Zhou led the transaction. Kirkland & Ellis is representing Ascendent Capital Partners in respect of the HK$549 million (US$70.7m) acquisition of shares and subsequent HK$790 million (US$101.8m) conditional mandatory cash general offer by Araco Investment Ltd for HKSE-listed China Automation Group Ltd. Corporate partner Nicholas Norris and debt finance partner David Irvine led the transaction which was announced on 24 June 2016. Maples and Calder has acted as Cayman Islands counsel to China Digital Video Holdings Ltd, a Cayman Islands company, in respect of its listing by way of placing of 155 million shares on the Growth Enterprise Market of the HKSE. The placing shares are offered at HK$1.90 (US$0.245) per share with gross proceeds of approximately HK$294 million (US$37.9m) for the issuer, a leading digital video technology solution and service company in the TV broadcasting industry in China. Maples Fund Services (Cayman) Ltd acted as principal share registrar and transfer office in the Cayman Islands. Jefferies Hong Kong Ltd acted as the sole sponsor and, together with Ping An of China Securities (Hong Kong) Company Ltd, as joint book-runners. Partner Derrick Kan led the transaction whilst King & Wood Mallesons acted as Hong Kong, US and PRC counsel. Sidley Austin acted as Hong Kong and US counsel and Han Kun Law Offices acted as PRC counsel to the sole sponsor and underwriters, respectively. Minter Ellison has acted for ApplyDirect Ltd in respect of the completion of its A$8 million (US$5.9m) IPO and listing on the ASX. Shares in ApplyDirect began trading on the ASX on 23 June 2016. It listed with a market capitalisation of around A$33 million (US$24.4m). ApplyDirect is an emerging e-recruitment company that uses its proprietary software to directly connect job candidates with employers’ recruitment systems. It provides Australian employers with access to a purpose-built candidate-attraction system that cuts out recruitment agencies and associated costs and improves recruitment efficiencies and outcomes. Partner David Schiavello led the transaction. Norton Rose Fulbright has advised BHL Ltd in respect of the proposed privatisation of Bracell Ltd. The privatisation will involve the cancellation of all shares not already held by BHL or Gold Silk Holdings Ltd. BHL’s offer of HK$1.78 (US$0.23) per share values Bracell at approximately HK$6.09 billion (US$784.8m). HKSE-listed Bracell is one of the largest specialty cellulose producers in the world. BHL is a special purpose vehicle incorporated to conduct the privatisation of Bracell. Its sole shareholder is the ultimate controlling shareholder of Bracell. Hong Kong partners Emma de Ronde and Jon Perry led the transaction. Paul Hastings has represented Ping An ZQ China Growth Opportunity Ltd in respect of a US$210 million strategic investment in consumer beauty products company Nu Skin Enterprises. Ping An ZQ China Growth Opportunity consists of a consortium of experienced Chinese investors led by Ping An of China Securities (Hong Kong) Company Ltd and a group of additional investors affiliated with ZQ Capital Ltd. Under the terms of the investment, Ping An ZQ China Growth Opportunity is purchasing US$210 million 4.75 percent, four-year convertible senior notes with an initial conversion price of US$46.50 per share. The convertible notes will be general unsecured obligations of Nu Skin and will mature on 15 June 2020. Corporate partners Douglas Freeman and Brett King, supported by partners Victor Chen, David Grimm, Douglas Flaum, Alexander Lee and Scott Hataway, led the transaction. Shardul Amarchand Mangaldas & Co has advised Prism Cement Ltd in respect of the acquisition of 15.23 percent stake in BLA Power Private Ltd for INR25 crores (US$3.7m). Following the transaction, Prism Cement will be able to acquire power from BLA Power on captive power plant basis. Partner Deepto Roy, supported by partner Jay Parikh, led the transaction which was signed 6 June 2016. Shardul Amarchand Mangaldas & Co has also advised Uber in respect of the vehicle purchase and financing agreements with Tata Motors Ltd, Tata Motors Financial Ltd and Tata Capital Ltd. The agreement is the first of its kind vehicle sale and financing arrangement in India. Partner Deepto Roy, supported by partners Ashni Roy, Abhay Sharma, Shweta Shroff Chopra and Manika Brar, also led the transaction which closed on 16 June 2016. AZB & Partners advised Tata. Skadden is acting as US advisor to NYSE-listed China Ming Yang Wind Power Group Ltd’s special committee of the board of directors in respect of its approximately US$408 million going private takeover by its chairman and a group of private equity sponsors. Ming Yang is a leading wind energy solution provider in China. Partner Peter Huang led the transaction. Trilegal has advised CLP India Private Ltd, one of the largest foreign investors in the Indian power sector, in respect of a joint venture with Suzlon Energy Ltd, one of the leading renewable energy solutions providers in the world, to develop a 100 MW solar project at Veltoor, Telangana. Under a share subscription and shareholders’ agreement dated 14 June 2016, CLP Windfarms (India) Private Ltd has acquired a 49 percent stake in SE Solar Ltd, an SPV set up by Suzlon. CLP has the option to acquire the remaining 51 percent stake in the future. The project is expected to be commissioned by May 2017 and will be funded 80 percent by debt and 20 percent by equity. Partners Neeraj Menon and Delano Furtado led the transaction which was valued at INR73.5 crores (US$10.8m). WongPartnership has advised the mandated lead arrangers and the syndicate of lenders in respect of the grant of S$1 billion (US$738m) syndicated term loan facilities to Gold Ridge Pte Ltd, the proprietor of the Nex shopping mall. The facilities were granted in tandem with the establishment of Gold Ridge’s S$400 million (US$295m) secured multicurrency medium term note programme. Partners Christy Lim, Angela Lim, Annabel Kang, Hui Choon Yuen, Goh Gin Nee and Khoo Yuh Huey led the transaction. WongPartnership has also acted for DBS Bank and United Overseas Bank in respect of the drawdown of S$300 million (US$221.4m) 3.55 percent fixed rate notes due 2026 under the S$1 billion (US$738m) MTN programme by Starhub Ltd. Partner Hui Choon Yuen led the transaction. |
Deals – June 22, 2016
Conyers Dill & Pearman has provided BVI advice to LTC GB Ltd in respect of the issue of US$400 million 2.75 percent bonds due 2021. LTC GB is a wholly-owned subsidiary of Zhejiang Geely Holding Group Company Ltd and a sister company of London Taxi Corp Ltd, the manufacturer of the iconic London taxis. Hong Kong partner Anna Chong, working alongside Davis Polk & Wardwell and King & Wood Mallesons, led the transaction.
Conyers Dill & Pearman has also acted as Cayman Islands counsel to DP World in respect of the recent establishment of a sukuk program comprising up to US$3 billion of sukuk certificates to be listed on the Nasdaq Dubai securities exchange in the Dubai International Financial Centre and the London Stock Exchange, as well as the successful first drawdown of US$1.2 billion thereunder. The certificates were issued by DP World Crescent Ltd, an exempted company incorporated in the Cayman Islands. Director Fawaz Elmalki led the transaction whilst Clifford Chance acted as international counsel. Linklaters advised the joint lead managers and book-runners, which included Citigroup, Dubai Islamic Bank, Deutsche Bank, HSBC, Barclays, Emirates NBD, First Gulf Bank, JP Morgan Securities, National Bank of Abu Dhabi and Société Générale. ELP has advised Edelweiss’ private equity arm Ecap Equities Ltd in respect of its investment in Rockdude Impex Pvt Ltd, the company that owns and operates Freshee, a Mumbai-based manufacturer of household packaging and storage products. Partners Suhail Nathani and Darshan Upadhyay and associate partner Amit Manubarwala led the transaction which was completed on 28 April 2016. ELP has also advised BLA Power Pvt Ltd in respect of its group captive arrangement for the supply of 25MW round-the-clock power to Prism Cement Ltd, including the INR320 million (US$4.7m) acquisition of 15.23 percent of BLA’s stake by Prism Cement. Partners Suhail Nathani and Darshan Upadhyay and associate partner Aakanksha Joshi led the transaction which was completed on 7 June 2016. Herbert Smith Freehills has advised the underwriters in respect of the IDR3.75 trillion (US$281.6m) IPO on the Indonesia Stock Exchange and Rule 144A/Regulation S global offering of PT Cikarang Listrindo Tbk, the first independent power producer to go public in Indonesia. Citigroup Global Markets Ltd, Deutsche Bank AG Hong Kong Branch and UBS AG Singapore Branch acted as international selling agents. PT Indo Premier Securities, PT Citigroup Securities Indonesia, PT Deutsche Securities Indonesia and PT UBS Securities Indonesia were the Indonesian underwriters on the offering which represents the largest IPO in Indonesia so far in 2016. Partner Siddhartha Sivaramakrishnan led the transaction whilst associate Indonesian firm Hiswara Bunjamin & Tandjung, led by partner Tjahjadi Bunjamin, acted as Indonesian counsel. J Sagar Associates has advised UPL Ltd in respect of the INR100 million (US$1.48m) acquisition of 26 percent stake in Weather Risk Management Services Private Ltd (WRMS). UPL is the largest Indian multinational agrochemical company and is engaged in research, manufacturing, marketing, sales and distribution of agrochemicals and specialty chemicals across the globe. WRMS provides agriculture risk management solutions, which include weather information and forecast services, and also manufactures automated weather stations. WRMS is primarily doing business in India but has recently started projects in Bangladesh, Cambodia and other Asian countries. Partner Lalit Kumar led the transaction. WRMS and its promoters were represented by Mindspright Legal. Khaitan & Co has advised Crompton Greaves Consumer Electricals Ltd (CGCEL) in respect of the listing of its equity shares, pursuant to the demerger of the consumer products business of Crompton Greaves Ltd, through a High Court approved Scheme of Arrangement, into CGCEL. CGCEL manufactures, markets, distributes and sells consumer products, such as fans, pumps, lighting and consumer appliances. Executive Director Sudhir Bassi led the transaction. Khaitan & Co has advised Apollo Tyres Ltd and the arrangers, including Axis Bank, DBS Bank and Kotak Mahindra Bank Ltd, in respect of the issuance via private placement by Apollo Tyres of listed non-convertible debentures aggregating to approximately US$48 million. Associate partner Manisha Shroff led the transaction. Kirkland & Ellis has represented Morgan Stanley and Credit Suisse as joint book-runners in respect of the US$45.6 million IPO of 2.4 million American Depository Shares of NYSE-listed China Online Education Group, a leading online education platform in China with core expertise in English education. The pricing was announced on 10 June 2016. Hong Kong corporate partners David Zhang and Ben James led the transaction. Paul Hastings has represented FountainVest Partners, a leading China-focused private equity firm, in respect of a joint venture with global sports, fashion and entertainment talent management company WME-IMG, together with venture capital and private equity firm Sequoia Capital China and Chinese internet service provider Tencent. The joint venture will enable WME-IMG to accelerate the growth of its existing Chinese business and embark on new initiatives for their clients and partners. Corporate partners Douglas Freeman and Victor Chen led the transaction. Rajah & Tann Singapore has advised ICM Pharma Pte Ltd in respect of its acquisition of a minority stake in Dutch-based Alloksys Life Sciences BV for the development of a new product RESCAP® for the prevention and treatment of ischemic injury and inflammation mediated complications in cardiothoracic surgery. Partners Lim Wee Hann and Celeste Lee led the transaction which was valued at €5.25 million (US$5.9m) and was completed on 30 May 2016. Rajah & Tann Singapore has also acted as Singapore counsel to Chuan Holdings Ltd in respect of its IPO on the Main Board of the HKSE. The shares commenced trading on 8 June 2016. Chuan Holdings, through its wholly-owned subsidiary Chuan Lim Construction Pte Ltd, provides earthworks services for the construction industry and general construction works in Singapore. Based on the offering price of HK$0.88 (US$0.11), the market capitalisation of Chuan Holdings was HK$880 million (US$113.4m). Partners Howard Cheam and Hoon Chi Tern led the transaction which was completed on 8 June 2016. Shearman & Sterling has advised Indonesian power plant PT Cikarang Listrindo Tbk in respect of its approximately US$275 million IPO on the Indonesia Stock Exchange, marking the first power plant to go public in the Indonesian market. Citigroup, Deutsche Bank and UBS acted as the international underwriters. PT Indo Premier Securities, PT Citigroup Securities Indonesia, PT Deutsche Securities Indonesia and PT UBS Securities Indonesia acted as the domestic underwriters. Capital markets partners Kyungwon Lee (Hong Kong) and Andrew Schleider (Singapore) led the transaction. Simpson Thacher is representing KKR in respect of its pending investment in Indonesia Stock Exchange –listed PT Japfa Comfeed Indonesia Tbk, one of Indonesia’s largest agri-food companies. Subject to customary closing conditions, PT Japfa will issue 750 million new shares to KKR via a private placement for approximately US$52.9 million and, concurrently with the private placement, Japfa Ltd. (the controlling shareholder of PT Japfa) will sell 441.7 million shares in PT Japfa to KKR for approximately US$28.3 million. Following the closing of these transactions, KKR will hold a 10.44 percent stake in PT Japfa. Making the investment from its Asian Fund II, KKR marks its first direct private equity investment in Indonesia. Partner Katie Sudol led the transaction. Simpson Thacher has also represented Alibaba Group Holding Ltd in respect of the monetization by SoftBank Group Corp (SBG) of a portion of the shares of Alibaba Group held by SB China Holdings Pte Ltd, a wholly-owned subsidiary of SBG. These transactions included an approximately US$6.6 billion offering by a trust established by SBG of mandatory exchangeable trust securities which are exchangeable into American Depositary Shares of Alibaba Group to qualified institutional buyers, pursuant to Rule 144A under the US Securities Act, as well as the purchase by Alibaba Group from SBG of approximately US$2 billion in Alibaba Group ordinary shares. In addition to Alibaba Group’s purchase of shares, SBG also completed private placements of Alibaba Group ordinary shares to members of the Alibaba Partnership (acting collectively) for approximately US$400 million, and to two private investors, each for approximately US$500 million. Alibaba Group is the largest online and mobile commerce company in the world in terms of gross merchandise volume. Partners William Hinman and Daniel Fertig led the transaction. Thanathip & Partners has advised a group of shareholders in Villa Market JP Company Ltd in respect of the formation of a joint venture with We Retail Public Company Ltd, a subsidiary of Property Perfect Public Company Ltd, in All Discount Company Ltd, a company operating a new low-cost retail format in Thailand and Southeast Asia. Managing partner Thanathip Pichedvanichok led the transaction. WongPartnership has acted for Aetos Holdings Pte Ltd, a wholly-owned subsidiary of Temasek Holdings Pte Ltd, in respect of the development and lease of a purpose built building at Yung Ho Road specifically for use by Aetos and its subsidiaries. The property will be developed and constructed by Tuas View Development Pte Ltd, a wholly-owned subsidiary of Ascendas Land (Singapore) Pte Ltd, and will be Aetos’ first multi-storey building that features unique security amenities, such as an indoor shooting range, surveillance command centre, armoury and training centre. Partners Dorothy Marie Ng, Bonnie Wong and Tay Peng Cheng led the transaction. WongPartnership has also acted for Orchard Turn Retail Investment Pte Ltd, a subsidiary of CapitaMalls Asia Ltd and Sun Hung Kai Properties Ltd, in respect of the grant of up to S$1.72 billion (US$1.28b) facilities by Bank of China Ltd Singapore Branch, The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch, DBS Bank Ltd, Mizuho Bank Ltd, Oversea-Chinese Banking Corp Ltd, RHB Bank Berhad Singapore Branch, Sumitomo Mitsui Banking Corp Singapore Branch and United Overseas Bank Ltd, for the refinancing of facilities previously obtained for the acquisition and development costs of ION Orchard, Singapore. Partners Christy Lim and Serene Soh led the transaction. |
Deals – June 15, 2016
Allen & Gledhill has advised StarHub Ltd in respect of the issue of S$300 million (US$221m) 3.55 percent notes due 2026 under its S$1 billion (US$737.6m) multicurrency medium term note programme. Partners Tan Tze Gay and Wu Zhaoqi led the transaction.
Cyril Amarchand Mangaldas has advised Welspun Energy Private Ltd in respect of the acquisition of the entire stake in Welspun Renewables Energy Private Ltd held by Welspun Energy with about 1,140 MW of renewable energy assets across 10 states in India being developed by Welspun Renewables Energy and its various subsidiaries, by Tata Power Renewable Energy Private Ltd, a subsidiary of Tata Power Company Ltd. Welspun Renewables Energy has the largest operating solar portfolio in India. This is the largest transaction in the renewables space in India to date, valued at approximately INR92.5 billion (US$1.4b). Mumbai infrastructure and project finance partner L Viswanathan and corporate partner Jaya Singhania led the transaction which was signed on 12 June 2016 and is expected to close by September 2016. Davis Polk is advising Fujian Thai Hot Investment Co Ltd (Thai Hot Investment) in respect of its acquisition of Dah Sing Life Assurance Company Ltd, Dah Sing Insurance Services Ltd and Macau Life Insurance Company Ltd from Dah Sing Financial Holdings Ltd (DSFH) and Macau Insurance Company (MIC), a non-wholly-owned subsidiary of DSFH. Pursuant to the terms of the share purchase agreement, Thai Hot Investment has conditionally agreed to acquire the entire issued share capital of each of Dah Sing Life, Dah Sing Insurance Services and Macau Life for HK$8 billion (US$1b) in cash. In connection with the acquisition, Dah Sing Life and Macau Life will pay HK$2.6 billion (US$335m) in cash to Dah Sing Banking Group Ltd (DSBG), an affiliate of DSFH, in exchange for separate 15-year exclusive bancassurance partnerships with Dah Sing Bank Ltd and Banco Comercial de Macau SA, non-wholly-owned subsidiaries of DSFH, that will commence upon the completion of the sale of Dah Sing Life, Dah Sing Insurance Services and Macau Life. Partner Paul Chow led the transaction which is subject to a number of closing conditions. Dechert has acted as lead counsel for Singapore-based private equity real estate firm SilkRoad Property Partners in respect of the final close of its latest real estate fund, SilkRoad Asia Value Partners, at US$445.5 million, in excess of its US$350 million target. The fund was launched in August 2014 and achieved its first closing on 5 December 2014. Its investors include insurance companies, endowments, pension funds and other top-tier institutional investors from Europe, North America and Asia. SilkRoad Property Partners is a Singapore-based real estate investment firm which specialises in the repositioning and re-tenanting of properties in Singapore and the East Asian region. Formed in 2012, the firm has offices in Singapore and Hong Kong. Singapore partner Dean Collins, supported by partners Jeffrey Sion (New York) and Karl Egbert (Hong Kong/ New York), led the transaction. Dhir & Dhir Associates has advised L&T Infrastructure Finance Company Ltd and Indian Renewable Energy Agency Ltd as the lenders in respect of the INR6.2 billion (US$92m) financial assistance to Orange Mamatkheda Wind Private Ltd for repayment of existing project indebtedness in relation to 100.5 MW wind power project at Mamatkheda, District Ratlam, Madhya Pradesh. Partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised Indian Renewable Energy Development Agency Ltd (A Government of India Undertaking) and the lead managers, comprising of Karvy Investor Services Ltd, AK Capital Services Ltd, Edelweiss Financial Services Ltd, IDBI Capital Market Services Ltd and RR Investors Capital Services Private Ltd, in respect of the public issue of approximately INR1,716 crores (US$255m) tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961. Partner Girish Rawat led the transaction. Howse Williams Bowers has advised VBG Capital Ltd as the sole sponsor and, together with Pacific Foundation Securities Ltd, as the joint global coordinators, joint book-runners and joint lead managers, in respect of the up to HK$253 million (US$32.6m), upon exercise of the over-allotment option, global offering and listing of Chuan Holdings Ltd on the Main Board of the HKSE. The shares commenced trading on the Main Board of the HKSE on 8 June 2016. Chuan Holdings was one of the top five earthworks contractors (by revenue) for the construction industry in Singapore in 2014. Partner Chia Ching Tan led the transaction. J Sagar Associates has advised Fitkids Education and Training Private Ltd in respect of its acquisition of 100 percent of stake in Thinklabs Technosolutions Private Ltd from existing promoters and other investors. Founded in 2006, Thinklabs sells do-it-yourself science education kits and working models based on scientific principles which aim to make science subject learning more engaging, fun-filled and valuable to school students. Thinklabs supplies these kits to schools and trains the science teachers to implement the program. Founded in the year 2010, Fitkids is one of India’s leading educational services company, providing complete education solutions in sports and physical education, STEM (science, technology, engineering and maths) education and career counselling for children from kindergarten to grade 12 and is currently present across 160 schools across the country. With this acquisition, Fitkids has further expanded its presence in the extra-curricular educational segment. Partner Varun Sriram led the transaction. The promoters were advised by IC Legal. J Sagar Associates has also advised Gujarat International Finance Tec-City Company Ltd (GIFTCL) and GIFT SEZ Ltd in respect of setting up an international arbitration centre in collaboration with Singapore International Arbitration Centre (SIAC) in India’s first International Financial Services Centre in Gujarat International Finance Tec-City (IFSC-GIFT) in Ahmedabad-Gandhinagar region of the State of Gujarat. GIFTCL, GIFT SEZ and SIAC signed a Memorandum of Agreement on 27 May 2016 to collaborate to promote the use of arbitration, mediation and other dispute resolution mechanisms, including the innovative Arb-Med-Arb service offered by the SIAC and the Singapore International Mediation Centre, to resolve international commercial disputes in IFSC-GIFT. Partners Nitin Potdar and Ongmu Tshering led the transaction. Khaitan & Co has advised Department of Investment and Public Asset Management, Ministry of Finance, Government of India and Ministry of Petroleum and Natural Gas in respect of the offer of approximately 12 million equity shares of Indian Oil Corp Ltd (IOCL) to the eligible permanent and full-time employees of IOCL for approximately US$38.9 million. IOCL is an Indian state-owned oil and gas corporation with its headquarters in New Delhi. It is the largest public corporation in India when ranked by revenue. Executive Director Sudhir Bassi, partner Sharad Vaid and associate partner Madhur Kohli led the transaction. Khaitan & Co has advised Meidensha Corp in respect of the increase of its stake in Prime Meiden Ltd from the existing 23 percent to 100 percent in multiple tranches. Meidensha is a Japanese, Tokyo-based company, engaged in the manufacturing and selling of generators, substation equipment, water treatment equipment, electronic equipment and information equipment. Associate partner Surbhi Kejriwal led the transaction with assistance from associate director Vinita Krishnan and associate partner Manisha Shroff. Luthra & Luthra Law Offices has advised DLF Utilities Ltd (DUL), a subsidiary of DLF Ltd, in respect of completing the sale of a part of its cinema exhibition business operated under the brand “DT Cinemas” to PVR Ltd. The transaction, which commenced last year, required a prior approval of the Competition Commission of India, which was received last month. Pursuant to the approval, the transaction was amended to exclude the sale of DT Saket and DT Savitri. The transaction now involved the sale of 32 screens across National Capital Region and Chandigarh for INR433 crores (US$64.4m). Partner Samir Dudhoria led the transaction. Paul, Weiss has advised Temasek Holdings Ltd, Singapore’s state-owned investment firm, in respect of its acquisition of US$500 million of ADRs in Alibaba Group Holdings Ltd from SoftBank Group. Alibaba is one of the largest internet companies in China and provides the fundamental technology infrastructure and marketing reach to help merchants, brands and other businesses that provide products, services and digital content to leverage the power of the internet to engage with their users and customers. Temasek, an existing shareholder of Alibaba, decided to increase its shareholding in the NYSE-listed company. Corporate partners Jeanette Chan and David Huntington led the transaction. Paul, Weiss has also advised The Carlyle Group in respect of the divestment of its approximately US$90 million shares of Yuanta Financial Holdings Ltd, through an accelerated book-build and block trade on the Taiwan Stock Exchange. The firm assisted Carlyle in acquiring these shares when it exited its investment in Ta Chong Bank via swapping their shares in Ta Chong Bank. Corporate partner Jeanette Chan led the transaction. Shearman & Sterling has advised Bhimasena Power Indonesia (BPI) in respect of the development and financing of the approximately US$4.3 billion 2,000 MW Central Java greenfield coal-fired power project in Batang Regency in Central Java, Indonesia. The project will be Indonesia’s first ultra-supercritical coal-fired power plant and one of the largest coal-fired power plants in Asia. The shareholders in BPI are Electric Power Development Co (34 percent), Adaro Power (34 percent) and Itochu Corp (32 percent). The project is the first PPP project that combines a guarantee of the Indonesia Infrastructure Guarantee Fund with a guarantee from the Ministry of Finance of Indonesia. The lenders include Japan Bank for International Cooperation and a syndicate of nine commercial banks: Sumitomo Mitsui Banking Corp, The Bank of Tokyo-Mitsubishi UFJ, Mizuho Bank, Sumitomo Mitsui Trust Bank, Mitsubishi UFJ Trust and Banking Corp, Shinsei Bank, The Norinchukin Bank, DBS Bank and Overseas-Chinese Banking Corp. Partner Bill McCormack (Singapore-Project Development & Finance), supported by partners Ben Shorten (Singapore-Project Development & Finance) and Etienne Gelencsér (Tokyo-Project Development & Finance), led the transaction. Sullivan & Cromwell is representing KYOCERA Corp (Japan) in respect of its merger with Nihon Inter Electronics Corp (Japan). Tokyo corporate partners Izumi Akai and Keiji Hatano are leading the transaction which was announced on 16 May 2016. Walkers acted as Cayman Islands counsel to Tencent Holdings Ltd as part of the buyer consortium in respect of the US$661 million take private of NASDAQ-listed eLong Inc, a China-based online and mobile travel platform, by its parent China E-dragon Holdings Ltd and a consortium of the company’s existing shareholders. Partner Arwel Lewis led the transaction. WongPartnership is acting for GMG Global Ltd in respect of the pre-conditional voluntary general offer by Halcyon Agri Corp Ltd (HAC) for all the issued and paid-up ordinary shares in the capital of GMG, other than those already owned, controlled or agreed to be acquired by HAC and parties acting in concert with it. Partners Andrew Ang, Quak Fi Ling and Wong Ee Kean are leading the transaction. WongPartnership is acting for KKR in respect of its US$81.2 million investment in PT Japfa Tbk for a 10.44 percent stake in Japfa. Partners Mark Choy and Jason Chua are leading the transaction. |
Deals – June 8, 2016
Allen & Gledhill has advised BOC Aviation Ltd, an arm of Bank of China Ltd, in respect of its IPO and listing on the Main Board of the HKSE, raising gross proceeds of HK$8.7 billion (US$1.12b). Partners Leonard Ching, Alvin Zhuang, Sophie Lim, Francis Mok, Harold Or and Sunit Chhabra led the transaction.
Appleby has acted as Cayman counsel to Ever Smart International Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 30 May 2016, with gross proceeds of approximately HK$60 million (US$7.7m). Ever Smart provides footwear design and development, production management and logistics management services. It has a diverse global customer portfolio of international wholesalers and retailers which are owners and/or licensees of formal and casual brands such as Hush Puppies and Clarks. Most of its footwear is exported overseas to more than 30 countries. Hong Kong corporate partner Judy Lee led the transaction whilst TC & Co, JunZeJun Law Offices and Dentons acted as Hong Kong, PRC and international sanctions counsels, respectively. Locke Lord and Dentons acted as Hong Kong and PRC counsels, respectively, to the sponsors and underwriters. Colin Ng & Partners has represented the borrower, a leading real estate investment fund, in respect of the negotiation of a US$17 million secured term loan and swap facility to partially finance the acquisition and conversion costs of an industrial building. Partner Kenneth Szeto led the transaction which was completed on 9 May 2016. Conyers Dill & Pearman has advised Banque Ouest Africaine de Développement, Citibank NA London Branch and The International Finance Corp in respect of the financing of Tobene Power’s infrastructure project in Senegal. A subsidiary of Melec PowerGen Inc, Tobene Power SA is developing, building and will be operating a 90 MW heavy fuel power plant in Senegal, providing affordable and reliable power to local utility Senelec. The power plant has the capacity to be converted to operate on natural gas. Sameer K Tegally (Mauritius) led the transaction. Conyers Dill & Pearman has also provided Cayman Islands advice to Baihe Network Co Ltd in respect of the merger of Jiayuan.com International Ltd by way of a “going private” transaction. Partner and co-chair of Hong Kong office David Lamb led the transaction, working alongside Skadden, Arps, Slate, Meagher & Flom and De Heng Law Offices. Cyril Amarchand Mangaldas has acted as sole Indian counsel to India Ports Global Private Ltd and Ministry of Shipping, Union Government of India in respect of a concession agreement between India and the Islamic Republic of Iran, pursuant to a government to government Memorandum of Understanding between India and Iran, for equipping and operating the first phase of Chabahar Shahid-Beheshti port in Iran by India Ports Global. The project is considered to be of great strategic significance for India, as it could offer sea-land access route to Afghanistan bypassing Pakistan. Further, the deal, which was signed on 23 May 2016, is of historic significance as one of the first important deals between India and Iran post lifting of sanctions. Mumbai infrastructure and project financing partner Amey Pathak led the transaction whilst International Law Office Dr. Behrooz Akhlaghi & Associates acted as Iranian advisors. Davis Polk has advised the initial purchasers in respect of a US$200 million Regulation S-only offering by Oceanwide Holdings International 2015 Co Ltd of its 9.625 percent guaranteed senior notes due 2020, which, upon the completion of registration of the guarantees with the State Administration of Foreign Exchange, will be consolidated and form a single series with the US$400 million 9.625 percent guaranteed senior notes due 2020 issued by the issuer on 11 August 2015. The notes are unconditionally and irrevocably guaranteed by Oceanwide Holdings Co Ltd and China Oceanwide Group Ltd, formerly known as Oceanwide Holdings (Hong Kong) Co Ltd. Headquartered in Shenzhen and listed on the Shenzhen Stock Exchange, Oceanwide Holdings Co is one of the leading property developers in the PRC. The company has been diversifying its business into financial services, strategic investment and power generation through acquisitions in the past years. Partner William F Barron led the transaction. Davis Polk has also advised Zhejiang Geely Holding Group Company Ltd in respect of a US$400 million 2.75 percent Regulation S-only credit enhanced green bonds offering by LTC GB Ltd, a wholly-owned subsidiary of Zhejiang Geely. The bonds have the benefit of a keepwell deed provided by Zhejiang Geely and an irrevocable standby letter of credit provided by Bank of China Ltd London Branch. This is the first offshore green bond issued by Chinese automakers and the third offshore green bond issuance by Chinese companies. Zhejiang Geely is the largest privately-owned automobile company in China and also one of the leading automobile manufacturers in the world after the acquisition of Volvo Car Corp in 2010 and London Taxi Corp Ltd in 2013. The company offers a comprehensive product portfolio covering a wide range of product segments from luxury sedans to compact cars. Partner Li He led the transaction. ELP has advised Ecap Equities Ltd, Edelweiss’ private equity arm, in respect of its investment in Bridgei2i Analytics Solutions Private Ltd, an analytics solutions company. Partners Suhail Nathani and Darshan Upadhyay and associate partner Amit Manubarwala led the transaction which closed on 20 May 2016. Herbert Smith Freehills has advised Korea’s YG Entertainment in respect of an US$85 million investment by China’s Tencent and Weiying Technology. Globally known for its roster of K-pop artists and entertainers – including K-pop artists such as BigBang, Psy (of Gangnam Style fame) and 2NE1, and numerous actors and actresses, such as Kang Dong Won and Jong Suk Lee – YG Entertainment is a rapidly growing Korean entertainment company listed on the KOSDAQ market of the Korea Exchange. Leading Chinese TMT company Tencent and ticketing giant Weiying will control around 13 percent of YG when the deal completes. The parties signed the agreement on 31 May 2016 in Seoul. Seoul partner Dongho Lee led the transaction whilst Shin & Kim acted as Korean counsel. Howse Williams Bowers has advised Dafeng Port Heshun Technology Company Ltd, a company listed on the GEM of the HKSE, in respect of the completion of its HK$97 million (US$12.5m) placing of new shares. The placing agent was KGI Asia Ltd. Dafeng Port Heshun provides integrated logistics freight services with a primary focus on logistics services between Hong Kong and the Pearl River Delta region. Corporate partner Brian Ho led the transaction. J Sagar Associates is advising Intas Pharmaceuticals Ltd in respect of its acquisition, as a going concern on a slump sale basis, of the Biotech Unit of RPG Life Sciences Ltd, which is engaged in manufacturing, sales and marketing of active pharmaceutical ingredients. Partners Nitin Potdar and Rinku Ambekar led the transaction. Khaitan & Co advised Biotech Unit of RPG Life Sciences Ltd. J Sagar Associates has also acted as sole Indian counsel to the State Bank of India in respect of the update of its US$10 billion medium term note programme. The dealers for the programme update were Citigroup Global Markets Ltd and The Hongkong and Shanghai Banking Corp Ltd. Partners Dina Wadia and Uttara Kolhatkar led the transaction. Khaitan & Co has advised Axiata Digital Services Sdn Bhd in respect of its strategic investment for the acquisition of a 28 percent stake in Localcube Commerce Private Ltd (doing business as Storeking) for US$16 million. Axiata’s digital services unit was established in late 2012. This business unit has been set up to focus on driving new revenues from digital services, such as in entertainment, commerce, money and advertising, and is now operating in four of Axiata’s markets. Partners Haigreve Khaitan and Sharad Moudgal, assisted by partner Adheesh Nargolkar, led the transaction. Khaitan & Co has also advised Times Internet Ltd in respect of the acquisition of Willow TV International for US$100 million. Times Internet is the largest Indian internet network and the digital venture of Times of India, India’s largest media and entertainment group. Partner Siddharth Shah, assisted by partner Bijal Ajinkya and associate partner Nishad Nadkarni, led the transaction. Maples and Calder has acted as Cayman Islands counsel to Alibaba Group Holding Ltd, a Cayman Islands company listed on the NYSE, in respect of the launch by its major shareholder, SoftBank Group, of US$5 billion mandatory exchangeable trust securities (METS) that are exchangeable into American depositary shares (ADSs) of Alibaba in a private placement to qualified institutional buyers. In conjunction with this transaction, Alibaba agreed to a US$2 billion purchase of Alibaba shares from SoftBank Group, whilst members of the Alibaba Partnership, acting collectively, will enter into an agreement with SoftBank Group to acquire an additional US$400 million of Alibaba shares at the same price per share as the purchase by Alibaba. Assuming all of the proposed transactions are completed, SoftBank Group’s shareholding in Alibaba would be reduced from 32 percent to 28 percent. Partners Greg Knowles and Richard Spooner led the transaction whilst Simpson Thacher & Bartlett acted as US counsel. Sullivan & Cromwell acted as international counsel to SoftBank Group whilst Latham & Watkins acted as international counsel to the initial purchasers. Paul Hastings has represented China Life in respect of the US$1.65 billion acquisition of 1285 Avenue of the Americas in Manhattan, the highest value New York City office building transaction this year. The purchaser consortium was led by RXR Realty LLC, a New York Tri-State Area active institutional owner, manager and developer. China Life is the single largest investor in the transaction. Located between 51st and 52nd Streets, 1285 Avenue of the Americas is a Class-A mixed-use tower featuring office and retail uses, with the UBS Group as the largest tenant, occupying approximately half of the building for its North American headquarters. As part of the transaction, the UBS Group has reconfirmed its commitment to the building by renewing its lease until 2032. Real estate partners David Blumenfeld and Paul Guan led the transaction. Shearman & Sterling is advising the Special Committee of the Board of Directors of NYSE-listed E-Commerce China Dangdang Inc in respect of its approximately US$556 million going-private transaction. China Dangdang is a leading business to consumer e-commerce company in China. Through its website dangdang.com and mobile Dangdang, it offers books and media products, as well as selected general merchandise products, including fashion and apparel, baby, children and maternity and home and lifestyle products. It also operates the dangdang.com marketplace program, which allows third party merchants to sell their products alongside products sourced by China Dangdang. Hong Kong M&A partner Stephanie Tang), with support from Menlo Park partners Larry Crouch (Tax) and Richard Hsu (Intellectual Property), led the transaction which is expected to close in the second half of 2016, subject to various closing conditions. Shearman & Sterling has also advised JP Morgan, Deutsche Bank, Industrial and Commercial Bank of China, Bank of China, Goldman Sachs and UBS as initial purchasers in respect of the offering of US$500 million 2.3 percent guaranteed notes due 2021 and US$1 billion 3.15 percent guaranteed notes due 2026 by Three Gorges Finance I (Cayman Islands) Ltd, a wholly-owned special purpose vehicle of China Three Gorges Corp. The notes are guaranteed by China Three Gorges Corp and are listed on the SGX-ST. China Three Gorges Corp is a leading clean energy group in China with a focus on large-scale hydropower development and operations and is the largest hydropower enterprise in the world in terms of installed capacity. Hong Kong capital markets partner Alan Yeung led the transaction. Shook Lin & Bok has acted for Oxley MTN Pte Ltd as the issuer and Oxley Holdings Ltd as the guarantor in respect of Oxley MTN’s issuance of S$150 million (US$110.8m) 5.15 percent bonds due 2020 which are unconditionally and irrevocably guaranteed by Oxley Holdings. Partners Marilyn See and Lian Shueh Min led the transaction. SSEK Legal Consultants has acted as Indonesian counsel to GIC, Singapore’s sovereign wealth fund, in respect of its partnership with PT Mega Manunggal Property Tbk, an Indonesian publicly-listed logistics developer and one of Indonesia’s leading modern logistics companies, to develop logistics warehouses in Indonesia. This is GIC’s first investment in Indonesia’s logistics sector. Partner Denny Rahmansyah led the transaction whilst Allen & Gledhill acted as foreign counsel. Sullivan & Cromwell is representing SoftBank Group Corp (Japan) in respect of a series of capital raising transactions which involve monetizing a portion of its shares of Alibaba Group Holding Ltd (China) for a total transaction size of US$10 billion. Palo Alto corporate partners John L Savva and Sarah P Payne are leading the transaction which was announced on 3 June 2016. WongPartnership is acting as Singapore counsel for Tata Communications in respect of the sale to ST Telemedia of a 74 percent stake in Tata Communications’ data centre business in India and Singapore, comprising 14 data centres in India and three facilities in Singapore worth approximately US$640 million. Managing partner Ng Wai King and partners Milton Toon, Tan Teck Howe, Joyce Ang and Lam Chung Nian are leading the transaction. WongPartnership has also acted for FCL Treasury Pte Ltd (FCLT) and Frasers Centrepoint Ltd (FCL) in respect of FCLT’s issuance of S$250 million (US$184.8m) in aggregate principal amount of 4.25 percent notes under its S$3 billion (US$2.2b) multicurrency debt issuance programme. The programme and the notes are guaranteed by FCL. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. |
Deals – June 2, 2016
Allen & Gledhill has advised The Hongkong and Shanghai Banking Corp Ltd in respect of the S$600 million (US$435.4m) arranged term and revolving loan facilities to Alkas Realty Pte Ltd to finance, inter alia, asset enhancement and portfolio expansion plans of the OUE Group. Alkas Realty is a subsidiary of OUE Ltd. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, Malayan Banking Berhad Singapore Branch, Mizuho Bank Ltd and The Bank of Tokyo-Mitsubishi UFJ Ltd as the lenders in respect of the S$653 million (US$473.8m) loan facility for the project financing of the TuasOne Waste-to-Energy (WTE) plant. The TuasOne WTE plant will be developed by TuasOne Pte Ltd, the project company of a consortium comprising Hyflux Ltd and Mitsubishi Heavy Industries Ltd. When completed, the TuasOne WTE plant will be the largest and most energy-efficient WTE plant in Singapore. Partners Kok Chee Wai, Kelvin Wong, Julie Sim and Aloysius Ng led the transaction. Appleby has acted as Cayman counsel to Yadea Group Holdings Ltd in respect of its approximately HK$1.49 billion (US$191.8m) listing on the Main Board of the HKSE. Yadea is the largest electric scooter manufacturer and second-largest electric bicycle manufacturer by 2015 revenue in China. Hong Kong corporate partner Judy Lee led the transaction whilst Paul Hastings served as Hong Kong and US legal adviser and Beijing Lu Tong United Law Firm advised on PRC law. Sidley Austin provided Hong Kong and US law advice and Jingtian & Gongcheng provided PRC law advice to the sponsors and underwriters. Appleby has also acted as BVI and Cayman counsel to TEM Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE, raising gross proceeds of approximately HK$75 million (US$9.6m). Operating in Malaysia and China, TEM is a manufacturer and a supplier of wire and cable harnesses and power supply cords assembled products. Hong Kong corporate partner John Melia led the transaction whilst Eversheds, Mah-Kamariyah & Philip Koh, Dentons Rodyk & Davidson and Deheng Law Offices acted as the Hong Kong, Malaysia, Singapore and PRC advisers respectively. Kwok Yih & Chan acted as the Hong Kong adviser to the sole sponsor and the underwriters. AZB & Partners has advised Peepul Capital Fund III LLC in respect of its acquisition, along with existing shareholder Ascent Capital, of a substantial stake in Maiyas Beverages and Foods Private Ltd. Partners Srinath Dasari and Nanditha Gopal led the transaction which was valued at approximately INR1.6 billion (US$23.8m) and was completed on 18 May 2016. AZB & Partners has also advised Proprium Finance Coopertief UA in respect of its purchase, by way of early redemption, of non-convertible debentures in Parsvnath Estate Developers Private Ltd. Partner Sai Krishna Bharathan led the transaction which was valued at INR3 billion (US$44.7m) and was completed on 20 May 2016. Davis Polk has advised the underwriters in respect of the SEC-registered Schedule B debt offerings by KEXIM of US$500 million aggregate principal amount of its floating rate notes due 2019, US$1 billion aggregate principal amount of its 1.75 percent notes due 2019 and US$1 billion aggregate principal amount of its 2.625 percent notes due 2026. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Corporate partners Eugene C Gregor and James C Lin led the transaction. Dorsey has acted as international counsel to the underwriters and Thyrocare Technologies Ltd, a pan-India diagnostic chain that conducts an array of medical diagnostic tests centering on early detection and management of health disorders, in respect of Thyocare’s IPO and listing on both India’s National Stock Exchange and Bombay Stock Exchange. Thyrocare issued approximately 10.7 million equity shares and received bids that were 73 times the total issue size, raising approximately US$71.3 million. The IPO involved top tier parties in the capital markets space, such as JM Financial Institutional Securities Ltd, Edelweiss Financial Services Ltd, ICICI Securities Ltd and Cyril Amarchand Mangaldas. Hong Kong corporate partners John Chrisman and Kenneth Kwok led the transaction. Duane Morris has advised Chinese investment company Oman Wanfang LLC in respect of a long-term land use agreement with Oman’s Special Economic Zone Authority at Duqm (SEZAD) for a 2,965-acre industrial park. In the park, some 300 miles south of Muscat on the Omani coast, SEZAD manages, regulates and develops all economic activities. Wanfang plans approximately US$10 billion in investment in the industrial park from a range of Chinese companies over the next 10 years, which will be the largest development in Duqm. Wanfang is aiming to make it a major trade center for the China Silk Road project. The signing ceremony was attended by Oman Minister for SEZAD His Excellency Yahya Said Abdullah al-Jabri, State Councilor of the PRC Wang Yong, Chairman of China-Arab Wanfang Investment Management Company Ltd Xie Menglin, SEZAD CEO Lee Chee Khian; and Wanfang Oman CEO Ali Shah. Oman partner Jeff Rodwell led the transaction. ELP has advised Samara Capital Partners Fund I Ltd in respect of its agreement to transfer, in two tranches, its equity shares in Asian Oilfield Services Ltd to Oilmax Energy Private Ltd. Bombay Stock Exchange-listed Asian Oilfield Services is engaged in rendering services in the oil and gas sector. Since the shares to be transferred represent 56.32 percent of a listed company’s share capital, the proposed transfer has triggered an open offer in accordance with the takeover code. The deal, which was announced to the BSE on 32 May 2016, was valued at approximately INR300 million (US$4.5m). Partners Suhail Nathani and Darshan Upadhyay, associate partner Bhavin Gada and associate manager Kanisha Vora led the transaction. J Sagar Associates has advised US-based fund Creation Investments CF LLC in respect of the recent fund raising by Zen Lefin Private Ltd (popularly known as Capital Float), an online lending platform that provides working capital finance to SMEs in India. Creation Investments funded INR1 billion (US$14.9m) whilst existing investors Mr Dinesh Hinduja, SAIF Partners, Sequoia and Aspada funded INR700 million (US$10.4m) in this round. Partner Lalit Kumar led the transaction. Zen Lefin and the promoters were represented by K Law; Aspada and SAIF Partners were represented by Tatva Legal whilst Sequoia was represented by Themis Associates. Khaitan & Co has advised Solize Corp Japan in respect of the acquisition of CSM Software India Private Ltd. SOLIZE Group is a leading engineering and consultancy group in the field of product development for various industries covering product design, analysis, prototyping and tooling. Partner Rabindra Jhunjhunwala and associate partner Sameer Sah, supported by associate partner Kabir Bogra and partner Avaantika Kakkar, led the transaction. Khaitan & Co has also advised RPG Life Sciences Ltd in respect of the sale and transfer of its biotech unit, as a going concern on a slump sale basis, to Intas Pharmaceuticals Ltd. RPG Life Sciences, a listed company and part of RPG Enterprises, is an integrated pharmaceutical company operating in the domestic and international markets in the branded formulations, global generics, synthetic and fermentation APIs space. Partner Bhavik Narsana led the transaction. Luthra & Luthra Law Offices has represented Percept Advertising Ltd in respect of proceedings initiated by BSNL under Section 34 of the Arbitration & Conciliation Act 1996 before the High Court of Delhi. BSNL’s petition was accompanied by an application under Section 5 of the Limitation Act 1963, seeking a condonation of delay of 169 days in filing the same. Percept refuted BSNL’s submissions by pointing out that Section 5 of the Limitation Act 1963 had no application for condoning any delay in filing a petition under Section 34 of the Act. Moreover, Percept submitted that, where any special law prescribes a limitation period different from the one prescribed under the Limitation Act 1963, then the provisions contained in the said Act shall apply only in so far as and to the extent to which they are not expressly excluded by such special law. Percept pointed out that the limitation period under the Arbitration & Conciliation Act 1996, being a special law, constitutes an express exclusion of Section 5 of the Limitation Act 1963. The High Court dismissed the application for condonation of delay filed on behalf of BSNL, resulting in an automatic dismissal of the petition / objections filed on behalf of BSNL. Partner Venancio D’Costa led the transaction. Paul Hastings is advising Chinese investor Fujian Grand Chip Investment Fund LP (FGC), through its indirect German subsidiary Grand Chip Investment GmbH, in respect of a voluntary public takeover offer for German chip maker Aixtron SE. The takeover offer will be for all of Aixtron’s outstanding shares, including shares represented by American depository shares, and values the company at approximately €670 million (US$745.3m). Partner and chair of Greater China Raymond Li and corporate partners Vivian Lam and Pei Fang are leading the transaction. Trilegal has advised Singapore Technologies Telemedia (STT) in respect of its proposed acquisition of stake in Tata Communication Data Centers Pvt Ltd’s data centre business. STT and Tata Communication have entered into definitive agreements whereby STT, through ST Telemedia Global Data Centres, will acquire a 74 percent majority stake in Tata Communications’ data centre business in India and Singapore. Tata Communications will remain as a significant shareholder, holding the remaining 26 percent stake in the businesses. The joint venture will include Tata Communications’ 14 data centres in key cities across India and its three Singapore facilities. Standard Chartered Bank has also signed definitive agreements with Tata Communications in relation to refinancing certain existing shareholder loans and funding future capex. The deal was valued at approximately INR3,130 crores (US$465.8m). Partners Anand Prasad and Upasana Rao, along with partners Atul Gupta and Ameya Khandge, led the transaction whilst Latham & Watkins and Allen & Gledhill acted as international and Singapore counsel, respectively. Khaitan & Co, Goodwin Procter and Wong Partnership acted as Indian counsel, international counsel and Singapore counsel, respectively, to Tata Communication. Talwar Thakore & Associates acted as Indian counsel for Standard Chartered Bank. White & Case has advised Aixtron SE in respect of the agreement that it will be taken over by Chinese financial investor Fujian Grand Chip Investment (Grand Chip). Grand Chip plans a voluntary public takeover bid to acquire all outstanding shares in Aixtron, including common stock represented by American Depositary Shares. The transaction is valued at around €670 million (US$745.3m) and is subject to reaching an acceptance threshold of 60 percent and approval by regulatory authorities. Germany-headquartered Aixtron is a leading provider of deposition equipment for the semiconductor industry. The company, which was founded in 1983 and is listed on the German stock market (TecDAX) and the American NASDAQ, has offices in Europe, Asia and the US. With around 750 employees, it generated revenue of around €198 million (US$220m) in 2015. Aixtron expects that the acquisition will lead to strengthened ties to the Chinese semiconductor industry and long term growth in critical technological areas. The takeover bid was submitted by the German company Grand Chip Investment GmbH, which is a wholly-owned subsidiary of Fujian Grand Chip Investment Fund. Businessman Zhendong Liu holds 51 percent of the Chinese investment fund, with 49 percent held by Xiamen Bohao Investment Ltd. Frankfurt partner Markus Hauptmann, supported by partners Tobias Heinrich (Frankfurt), Robert Weber (Frankfurt), Börries Ahrens (Hamburg), Frank-Karl Heuchemer (Frankfurt), Carola Glasauer and Matthias Kieswetter (Frankfurt and Hamburg), Alex Zhang (Shanghai), Chang-Do Gong (New York) and Farhad Jalinous (Washington DC), led the transaction. |
Deals – May 25, 2016
AZB & Partners has advised Monjin Interviews (P) Ltd in respect of the acquisition of stake by certain individual investors as a seed fund raise in the company. Partner Chetan Nagendra led the transaction which was completed on 12 May 2016 and was valued at approximately INR20 million (US$295.4m).
Drew & Napier is acting for a Temasek Holdings unit Blanca Investments in respect of a take-over bid for Eu Yan Sang, a traditional Chinese medicine (TCM) retailer. Blanca Investments is part of a consortium comprising private-equity fund Tower Capital and Eu Yan Sang’s group CEO Richard Eu, as well as certain other members of the Eu family. The consortium has made a voluntary conditional cash offer at S$0.60 (US$0.43) per share for all the issued and paid-up ordinary shares of Eu Yan Sang through a special-purpose vehicle, Righteous Crane. The offer price excludes the interim dividend of S$0.025 (US$0.018) cents per share announced on 15 May 2016 by Eu Yan Sang and values the company at about S$269 million (US$194.5m). The offer is conditional on certain Australian regulatory approvals. Righteous Crane has received irrevocable undertakings to accept the offer from shareholders controlling about 63.2 percent of the company which include several Eu family members, Aberdeen Asset Management Asia and First State Investment Management (UK). Eu Yan Sang is an integrative health and wellness company with a unique heritage in TCM. It specialises in the production, distribution and retail of TCM and wellness products and also operates a chain of TCM clinics. Listed on the Main Board of the SGX, it is recognised as one of the largest TCM groups outside of China and a leader in the TCM industry. Directors Sandy Foo and Farhana Siddiqui led the transaction. HSA Advocates has advised Camlin Fine Sciences in respect of its acquisition of 65 percent stake in Dresen Quimica, a specialty chemical company based in Mexico. Through its subsidary CFS Antioxidantes Mexico, Camlin bought the stake in Dresen. With this acquisition, Camlin expands its market reach in North, Central and South America. Incorporated in 1987, Dresen manufactures specialty intermediate chemicals used by manufacturers of feed, food and other industrial product. The company operates in Mexico, Guatemala, Peru, Colombia and Dominican Republic. Camlin, having operations world over for over 30 years, provides shelf life extension solutions, including antioxidants, aroma ingredients and performance chemicals. They serve the end-consumers with products catering to the food, pharmaceutical, dye, biodiesel, petrochemical, agrochemnical, textile and tanning industries. Partner Abeezar Faizullabhoy led the transaction. J Sagar Associates has acted as domestic counsel for American & Efird Global LLC (A&E), a part of KPS Capital Partner’s portfolio companies, in respect of an agreement to acquire majority ownership of joint venture company Vardhman Yarns and Threads Ltd from its JV partner, Vardhman Textiles Ltd. Vardhman Yarns and Threads is the second–largest manufacturer and distributor of premium quality industrial and consumer sewing thread in India. Partner Sandeep Mehta led the transaction whilst McGuireWoods, led by partner Harrison L Marshall, acted as international counsel. Vardhman Textiles was represented by Shardul Amarchand Mangaldas & Co led by partner Gunjan Shah. Khaitan & Co has advised Sun Pharma Advanced Research Company Ltd in respect of its US$38.46 million rights issue. Sun Pharma Advanced Research Company is a pharma research and drug discovery company and part of the leading specialty pharma company, Sun Pharmaceutical Industries Ltd. Partner Nikhilesh Panchal and associate partner Madhur Kohli led the transaction. Khaitan & Co has also advised Tata Communications Ltd in respect of the sale of its 74 percent stake in Tata Communication’s data centre business in India and Singapore to Singapore Technologies Telemedia Singapore for approximately US$640 million. Partners Sharad Abhyankar and Mehul Shah, assisted by partners Abhishek Sharma, Joy Jacob and Adheesh Nargolkar led the transaction. WongPartnership is acting for Sharp Vision Holdings Ltd, an indirect wholly-owned subsidiary of China International Marina Containers (Group) Co Ltd, in respect of the voluntary unconditional cash offer made by DBS Bank Ltd, for and on behalf of the offeror, to acquire all the issued and paid-up ordinary shares in the share capital of Pteris Global Ltd, other than those shares held, directly or indirectly, by the offeror and Shenzhen TGM Ltd. Partners Andrew Ang, Mark Choy and Audrey Chng are leading the transaction. WongPartnership is also acting for a consortium formed by Dymon Asia Private Equity and the promoters of Select Group Ltd in respect of the approximately S$75 million (US$54.2m) voluntary conditional cash offer by International Culinary Management Ltd, a special purchase vehicle incorporated by the consortium, for all the issued and paid-up ordinary shares in the company, other than those shares held, directly or indirectly, by the offeror as at the date of the offer. Partners Andrew Ang and Anna Tan are leading the transaction. |
Deals – May 18, 2016
Allen & Gledhill has advised Bank of China Ltd Singapore Branch, DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd in respect of the S$520 million (US$377.7m) syndicated secured loan facilities to refinance the existing loan facilities of Prime Asset Holdings Ltd. The financing was arranged by the four banks. The loan facilities were secured by security over the retail and office components of the Parkway Parade Property in Singapore. Partners Mark Hudspeth, Margaret Soh and Aloysius Ng led the transaction.
Akin Gump is advising the Special Committee of the Board of Directors of Autohome Inc, the leading online destination for automobile consumers in China, in respect of its recent “going-private” proposal. Autohome’s board of directors formed the Special Committee to consider, review and evaluate a nonbinding going-private proposal received on 16 April 2016 from a consortium comprising of Autohome director and CEO James Zhi Qin, Boyu Capital Advisory Co Ltd, Hillhouse TBC Holdings LP and Sequoia China Investment Management LLP. Hong Kong corporate partner Gregory Puff is leading the transaction. Clayton Utz has acted for funds advised by Ironbridge Capital Management in respect of the more than A$120 million (US$87.2m) block trade of 38 million shares held by the Ironbridge Funds in Eclipx Group Ltd. Corporate/ Private Equity partners David Stammers and Niro Ananda led the transaction. Conyers Dill & Pearman has acted as Bermuda counsel to Yuexiu Transport Infrastructure Ltd in respect of its public issuance of RMB1 billion (US$153m) bonds listed and traded on the Shanghai Stock Exchange. Partner Anna Chong, working alongside Baker & McKenzie and Guangdong Guangda, led the transaction which is the first publicly issued Panda Bonds in China’s domestic bond market. Conyers Dill & Pearman has also acted as Bermuda and Cayman Islands counsel in respect of the issue of US$1.2 billion fixed rate guaranteed perpetual capital securities by OVPH Ltd. The securities are guaranteed by Cheung Kong Infrastructure Holdings Ltd. Partners Christopher Bickley and Bernadette Chen, working alongside Allen & Overy, led the transaction. Davis Polk is advising Freeport-McMoRan Inc (FCX) in respect of the sale of its interests in TF Holdings Ltd to China Molybdenum Co Ltd (CMOC) for US$2.65 billion in cash and contingent consideration of up to US$120 million. In addition, FCX has agreed to negotiate exclusively with CMOC to enter into definitive agreements to sell its interests in Freeport Cobalt, including the Kokkola Cobalt Refinery in Finland, for US$100 million and the Kisanfu Exploration project in the Democratic Republic of Congo for US$50 million. The TF Holdings transaction is expected to close in the fourth quarter of 2016, subject to regulatory approvals, CMOC shareholder approval and other customary closing conditions. FCX is a premier US-based natural resources company with an industry-leading global portfolio of mineral assets, significant oil and gas resources and a growing production profile. TF Holdings is a Bermuda holding company that indirectly owns an 80 percent interest in Tenke Fungurume Mining SA (Tenke); FCX has a 70 percent interest in TF Holdings and an effective 56 percent interest in Tenke. Freeport Cobalt includes the large-scale cobalt refinery located in Kokkola, Finland and related worldwide sales and marketing business, in which FCX holds an effective 56 percent interest. Partner Marc O Williams, supported by partners Kathleen L Ferrell, Howard Zhang and Paul Chow, led the transaction. Dhir & Dhir Associates has advised the lead managers, comprised of AK Capital Services Ltd, Edelweiss Financial Services Ltd, ICICI Securities Ltd, RR Investors Capital Services Private Ltd and SBI Capital Markets Ltd, in respect of the public issue by National Bank for Agricultural and Rural Development of tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961, aggregating up to INR3,500 crores (US$523m). The issue was subscribed 3.96 times of the issue size on its opening day. Partner Girish Rawat led the transaction. Cyril Amarchand and Mangaldas advised on the issue. Dhir & Dhir Associates has also advised a consortium of lenders led by L&T Infrastructure Finance Company Ltd in respect of one of the largest refinance transaction in the renewable energy space in India. The consortium provided financial assistance aggregating up to INR4 billion (US$59.7m) to the two SPVs of Renew Power Ventures Private Ltd to, inter-alia, refinance their existing project loans. The said SPVs are collectively operating wind power projects of 73.5 MW at various part of the country. Partner Girish Rawat also led the transaction. Khaitan & Co has advised Beroe Consulting India Private Ltd and its promoters in respect of an investment made by Access India Fund and certain other investors for a significant minority investment. Beroe Consulting is in the business of procurement research and consulting and provides services in India, US, Europe and Singapore. Associate Partner Vineet Shingal led the transaction. Khaitan & Co has also advised Alkem Laboratories Ltd and its office bearers in respect of a Competition Commission of India (CCI) decision which penalised Alkem to the tune of INR74.63 crores (US$505.9m) for allegedly facilitating the All Kerala Chemists & Druggists Association in its anti-competitive practices of demanding No Objection Certificates from stockists and for indulging in anti-competitive practices. An appeal was filed on behalf of Alkem against the CCI’s order before the Competition Appellate Tribunal which issued a decision allowing the appeals of Alkem and setting aside the CCI’s order. Partner Manas Kumar Chaudhuri led the transaction. Luthra & Luthra Law Offices has acted as Indian counsel for Nasdaq-listed United Online Inc in respect of the acquisition of its common stock by Nasdaq-listed B Riley Financial Inc and certain of its affiliates for approximately US$170 million. United Online is one of the largest internet-access providers in the US and its communications segment features NetZero and Juno, which offer a range of internet-access services. B Riley is a provider of investment banking and other diversified financial and business advisory services, through several subsidiaries. The deal is in furtherance of B Riley’s long-term strategy of expanding and diversifying its business through opportunistic acquisitions. Partner Kanchan Sinha, assisted by partners G R Bhatia and Lokesh Shah, led the transaction which is expected to be closed by the end of the third quarter of 2016. Luthra & Luthra Law Offices has also advised Kotak Mahindra Capital Company, Axis Capital, ICICI Securities and IIFL Holdings in respect of the recently concluded IPO of equity shares of Ujjivan Financial Services Ltd, one of the largest microfinance institutions in India and among the 10 Indian entities to receive in-principle approval from the RBI to set up a small finance bank. With a deal size of approximately INR8.8 billion (US$131.4m), the issue consisted of a fresh issuance of equity shares by the company and an offer for sale of equity shares by existing private equity investors – Elevar, IFC, IFIF, MUC, FMO, Sarva Capital, Wolfensohn and Women’s World Bank. The issue closed on 2 May 2016, being subscribed nearly 41 times, whilst the equity shares were listed on 10 May 2016. Partners Manan Lahoty and Geeta Dhania led the transaction. Cyril Amarchand Mangaldas advised Ujjivan Financial Services whilst AZB & Partners advised the selling shareholders. MinterEllison (Australia) and MinterEllison Rudd Watts (New Zealand) are advising Tegel Group Holdings Ltd, New Zealand’s market-leading, fully integrated poultry producer, in respect of its IPO and associated listing on NZX and on ASX (as a foreign exempt listing). Tegel is involved in the breeding, hatching, processing, marketing and distribution of poultry products across New Zealand, Australia, the Middle East, Asia and the Pacific. Tegel was admitted to the official list of NZX (on a conditional basis) and ASX (on a conditional and deferred settlement basis) on 3 May 2016. Normal settlement trading on NZX and ASX commenced on 5 May 2016. Shares representing up to 51.5 percent of Tegel’s issued capital were issued under the IPO at NZ$1.55 (US$1.05) per share, implying an enterprise value for Tegel of NZ$671 million (US$454.8m). The Australian team is led by partners Daniel Scotti and Martin Bennett, supported by partner David Eterovic, whilst the New Zealand team is led by partners Mark Stuart and Cameron Taylor. Norton Rose Fulbright has acted for the Start Mesh Group in respect of the launch of its first venture capital investment fund. The fund is structured as an early stage venture capital limited partnership and is aimed at helping start-ups achieve profitability. Founded in 2014, the Start Mesh Group is managed and operated by its three co-founders – Richard Webb, Paul Devereux and Matt Youill – who have a strong track record of founding, funding and operating small and large business across a range of industries. The fund will invest in early stage investments and aims to form a diverse and balanced portfolio of venture capital opportunities. The new Start Mesh Innovation Fund will also be operated in line with migration rules aimed at capturing other investors seeking a ‘significant investor visa’. Rajah & Tann (Singapore) has advised BNP Paribas ( acting through its Singapore Branch), DBS Bank Ltd and Credit Suisse (Singapore) Ltd as the joint lead managers and underwriters in respect of the renounceable underwritten rights issue of approximately 442 million new stapled securities of OUE Hospitality Trust (OUE H-Trust) at an issue price of S$0.54 (US$0.39) for each right stapled security on the basis of 33 right stapled security for every 100 existing stapled securities held by stapled security holders of OUE H-Trust as at the book closure date of 15 March 2016, to raise gross proceeds of approximately S$238.6 million (US$173.3m). The rights issue was approximately 139.9 percent subscribed. OUE H-Trust is a stapled group comprising OUE Hospitality Real Estate Investment Trust (OUE H-REIT) and OUE Hospitality Business Trust (OUE H-BT). OUE H-REIT is a Singapore-based REIT established with the principal investment strategy of investing, directly or indirectly, in a portfolio of income-producing real estate which is used primarily for hospitality and/or hospitality-related purposes, as well as real estate-related assets. OUE H-BT, a Singapore-based business trust, is dormant. Partner Evelyn Wee led the transaction which was completed on 13 April 2016. Shardul Amarchand Mangaldas & Co has advised Vardhman Textiles Ltd in respect of the sale of its 40 percent stake in Vardhaman Yarns and Threads Ltd to its US-based joint venture partner American & Efird Global LLC (A&E Global). Vardhman Yarns and Threads is India’s second–largest manufacturer and distributor of premium quality industrial and consumer sewing thread. As a part of the transaction, definitive agreements have been entered into among A&E Global, Vardhaman Textiles and Vardhman Yarns and Threads for the acquisition by A&E Global of additional 40 percent equity shareholding in Vardhman Yarns and Threads from its JV partner, Vardhman Textiles. Upon completion of the transaction, A&E Global will own 89 percent of the JV whilst Vardhman Textiles will own the other 11 percent. Partners Gunjan Shah and Manika Brar led the transaction which was signed on 9 May 2016 and is subject to approval from the Competition Commission of India and other closing conditions. McGuireWoods and J Sagar Associates advised American & Efird Global. Shook Lin & Bok is acting for DBS Trustee Ltd, the trustee of Manulife US REIT, in respect of Manulife US REIT’s listing and IPO on the Mainboard of the SGX to raise gross proceeds of approximately up to US$470 million. Manulife US REIT is the first US pure-play office REIT in Asia and is also the first financial institution sponsored REIT in Singapore. Partners Tan Woon Hum and Andrea Ng are leading the transaction. Stephenson Harwood has represented Mrs World Inc in respect of its IP infringement case which involved copyright infringement, passing off and trademark revocation in Hong Kong. The organisers of the pageant were successful in obtaining a judgment which included a permanent injunction against a Hong Kong corporation which was using the marks “Mrs World” and “世界太太” as part of its company name. In addition, the trademark which had been registered by the Hong Kong entity for “Mrs. World世界太太” protecting beauty pageants amongst other services was declared invalid. Partner Jezamine Fewins led the transaction. Weerawong C&P has represented Taobao China Holding Ltd, a member of the Alibaba Group operating an online shopping website, in respect of the acquisition of a controlling stake in the Lazada Group, a leading e-commerce platform in Southeast Asia. The transaction consists of an investment of approximately US$500 million in the newly issued equity capital of the Lazada Group and the acquisition of shares from certain shareholders of the Lazada Group for a total investment by Alibaba of approximately US$1 billion. Executive Partner Chinnavat Chinsangaram and partner Panuwat Chalongkuamdee led the transaction. Weerawong C&P has also represented Tipco Asphalt PCL (TASCO), the country’s leading asphalt maker, in respect of the β1.9 billion (US$53.4m) acquisition of shares in five subsidiaries (in Singapore, Vietnam, Indonesia and Thailand) of France’s Colas Group, the world’s largest road construction company and a major supplier of blended bituminous products for road surfacing. The acquisition will enable TASCO to boost sales in Indonesia and Vietnam by approximately 200,000 tonnes in 2016. Peangpanor Boonklum and partner Sunyaluck Chaikajornwat led the transaction. |