Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd as sole lead manager and book-runner in respect of the issue of S$250 million (US$182.6m) 4.25 percent notes due 2026 by FCL Treasury Pte Ltd under its S$3 billion (US$2.2b) multicurrency debt issuance programme. Partners Ong Kangxin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, as sole global coordinator, joint lead manager, book-runner, registrar, paying agent and receiving banker, United Overseas Bank Ltd (“UOB”), as joint lead manager, book-runner and sole underwriter, and Perpetual (Asia) Ltd, as trustee of the holders of the bonds, in respect of the issue of S$280 million (US$204.5m) bonds by Perennial Real Estate Holdings Ltd. The issue comprises an offer to the public in Singapore and to institutional and other investors via a placement. Partners Margaret Chin and Daselin Ang led the transaction. AZB & Partners has advised Tree Line Asia Master Fund (Singapore) Pte Ltd in respect of its acquisition of a minority stake in One Mobikwik Systems Private Ltd, a company which issues pre-paid mobile wallets or offers pre-paid payment services via mobile phones, computers and other digital means, and is a payment aggregator and payment gateway and associated services. Partner Gautam Saha led the transaction which was completed on 5 May 2016. AZB & Partners has also advised International Finance Corp in respect of its acquisition of a significant minority stake in Lenskart Solutions Private Ltd. Partners Gautam Saha and Shuchi Sinha led the transaction which was valued at approximately INR1.7 billion (US$25.5m) and was completed on 2 May 2016. Baker & McKenzie has advised BOE Technology Group Co Ltd, a joint stock company established in the PRC and listed on the Shenzhen Stock Exchange, in respect of its share subscription, through its wholly-owned subsidiary, in HKSE-listed Varitronix International Ltd. The subscription involved 400 million new shares at an issue price of HK$3.5 (US$0.45) each, amounting to HK$1.4 billion (US$180m) and was completed on 28 April 2016, making BOE the controlling shareholder of Varitronix. BOE’s three core businesses include display device, smart system and healthcare service. Varitronix is principally engaged in the design, manufacture and sale of small-to-medium sized liquid crystal displays and related products worldwide. Shanghai and Hong Kong corporate partners Lance Chen and Christina Lee led the transaction. Clifford Chance is advising the shareholders of Right2Drive in respect of the proposed acquisition by Eclipx for net consideration of A$67 million (US$49.3m). Eclipx is Australia’s leader in vehicle fleet leasing, fleet management and diversified financial services in Australia and New Zealand. Right2Drive is a market leader in accident vehicle replacement, operating in 16 locations across Australia and New Zealand. Partner Lance Sacks is leading the transaction. Cyril Amarchand Mangaldas is acting as sole counsel for JSW Energy Ltd in respect of an agreement under which Jindal Steel & Power Ltd (JSPL) and its subsidiary Jindal Power Ltd (JPL) have agreed to transfer JPL’s 1,000 MW coal-fired thermal power plant at Tamnar, Chhattisgarh into a separate special purpose acquisition company, i.e. the Everbest Steel and Mining Holdings Ltd, as a going concern through a scheme of arrangement under Sections 391-394 of the Companies Act 1956. Subsequent to the scheme of arrangement being made effective, JSW Energy shall acquire 100 percent of the shares of Everbest Steel and Mining Holdings and thus acquire ownership of the power plant. The base enterprise value is about INR4,000 crores (US$600.3m) which will be increased to INR6,500 crores (US$975.5m) if the power plant meets certain pre-agreed conditions on fuel security and power offtake arrangements. Mumbai and New Delhi infrastructure and projects partners L Viswanathan and Ramanuj Kumar, supported by Mumbai competition law partner Nisha Uberoi and Mumbai capital markets partner Gaurav Gupte, are leading the transaction which was signed on 3 May 2016 and is expected to close before June 2018. Davis Polk is advising China Yongda Automobiles Services Holdings Ltd in respect of the proposed spinoff of its major subsidiary, Shanghai Yongda Automobile Group Co Ltd (SYAG). China Yongda, through its wholly-owned subsidiary, entered into a series of asset restructuring agreements on 15 April 2016 with Suzhou Yangtze New Materials Co, a company listed on Shenzhen Stock Exchange. Under the agreements, China Yongda Investment agreed to dispose of the entire equity interests in SYAG for RMB12 billion (US$1.84b) to be satisfied by issue of new A-shares by Suzhou Yangtze. Following completion, SYAG will be held by Suzhou Yangtze which will in turn be controlled by China Yongda. HKSE-listed and Cayman Islands-incorporated China Yongda is a leading passenger vehicle retailer and a comprehensive service provider in China which focuses on luxury and ultra-luxury brands. Hong Kong partners Bonnie Y Chan and Paul Chow are leading the transaction. Davis Polk has also advised the joint book-runners and the underwriters in respect of JD.com’s debut SEC-registered debt offering, consisting of US$500 million of its 3.125 percent notes due 2021 and US$500 million of its 3.875 percent notes due 2026. JD.com is the largest online direct sales company in China. JD.com’s ADSs currently trade on the NASDAQ Global Select Market. Partners William F Barron and John D Paton led the transaction. Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd for the INR1.95 billion (US$29.3m) financial assistance to Baitarani Power Projects Private Ltd for part financing its proposed 24 MW Lower Baitarani Hydro Electric Power Project at Village Singanali, Taluk Anandpur, District Keonjhar, State of Odisha. The other consortium members included PFC Green Energy Ltd and IIFCL. Associate partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised Housing and Urban Development Corp Ltd, owned and controlled by Government of India, in respect of the public issue of secured, redeemable, non-convertible tax free bonds aggregating up to the shelf limit of INR35 billion (US$525.3m) in various tranches. The first and the last tranches were oversubscribed 3.61 and 4.59 times, respectively, of the base issue size on the first day of the issuance. Axis Capital Ltd, Edelweiss Financial Services Ltd, ICICI Securities Ltd, SBI Capital Markets Ltd and RR Investors Capital Services Private Ltd acted as lead managers to the public issue. Partner Girish Rawat led the transaction. Duane Morris & Selvam has acted as US counsel to the President of India in respect of the sale of 1.25 billion shares in NHPC Ltd for approximately INR27 billion (US$405m) in an offer for sale on the stock exchanges in India. The shares were sold pursuant to Regulation S and Rule 144A under the US Securities Act of 1933, as amended. The shares sold represented 11.36 percent of the outstanding shares in NHPC and reduced the President of India’s shareholding to 74.6 percent. NHPC, an Indian hydropower generation company, is now compliant with the SEBI minimum public shareholding norms, which mandate all public sector companies, except state-owned banks, to have at least a 25 percent public shareholding. Edelweiss Securities Ltd, HSBC Securities and Capital Markets (India) Pvt. Ltd and IDFC Securities Ltd managed the offering. Jamie Benson, head of India practice desk and US securities law practice, led the transaction whilst Crawford Bayley & Co acted as Indian counsel. AZB & Partners acted as Indian counsel to the brokers. ELP has represented PVR Ltd in respect of securing approval from the Competition Commission of India (CCI) in relation to the acquisition of an undertaking of DLF Utilities Ltd (DUL). On 9 October 2015, CCI required PVR to present its response as to why a detailed investigation into the matter should not be conducted. Following PVR’s response which contained certain remedies, the CCI issued invited public comments on the transaction and ordered further investigation into the matter. In early 2016, PVR placed before the CCI a revised remedies package which incorporated structural and behavioural remedies. CCI approved the transaction 4 May 2016. Partner Suhail Nathani and associate partner Ravisekhar Nair led the transaction which was valued at INR500 crores (US$75m). Hogan Lovells has advised Kuwait-based Sadita Holding Company, as the sellers, in respect of the sale of Multibrands Trading Company, one of the largest food and beverage distributors in the Middle East, to Gulf Capital, a major alternative investment firm. With an annual turnover of US$100 million, Multibrands is one of the leading food and beverage distributors in Saudi Arabia. It distributes more than 50 brands across five main product categories, through retail chains, hotels, cafes, bakeries and restaurants. Dubai corporate partner Imtiaz Shah led the transaction. J Sagar Associates has represented Cancer Treatment Services International Inc (CTSI US) and its subsidiaries in Mauritius and India in respect of an approximately US$33 million investment by TPG Growth Fund to acquire a 65 percent stake in the India operations of CTSI US. CTSI US operates the American Oncology Institute, a specialty cancer treatment center, on the premises of the Citizens Hospital at Nallagandla, Hyderabad. TPG Growth Fund is the middle market growth equity investment platform of global private investment firm TPG. Partner Vivek K Chandy led the transaction whilst Cooley acted as international counsel. Cleary, Gottlieb, Steen & Hamilton and AZB & Partners advised TPG Growth Fund. J Sagar Associates has also advised Dr Srivats Bharadwaj as the promoter in respect of the INR110 million (US$1.65m) investment by S-Squared Capital Investments LLC to acquire a 50 percent stake in the proposed joint-venture company, Special Smiles Private Ltd. Special Smiles establishes and operates clinics for dental care in India, with emphasis on special needs as well as preventive dentistry. Partners Sajai Singh and Probir Roy Chowdhury led the transaction. Khaitan & Co has advised digital payments company TranServ Private Ltd in respect of a INR100 crores (US$15m) Series C funding round led by Micromax Informatics and IDFC SPICE Fund, a domestic venture capital fund managed by IDFC Asset Management Company, along with existing investors Nirvana and Faering Capital India Evolving Fund. Partner GT Thomas Phillippe led the transaction. Khaitan & Co has also advised Nippon Paint Holdings Company Ltd in respect of the transfer, by way of a slump sale, of the (i) automotive paints business vertical (relating to 4-wheeler passenger cars and SUV, 3-wheelers and ancillaries) of Berger Paints India Ltd to BNB Coatings India Private Ltd (BNB), India; and (ii) 4-wheeler passenger car body paint business of Nippon Paint (India) Private Ltd to BNB. Nippon Paint Holdings Company Ltd is one of Asia’s leading paints and coatings company. Partner Rajat Mukherjee and associate partner Arindam Sarkar, supported by executive director Daksha Baxi, partner Adheesh Nargolkar and associate partners Rashmi Deshpande and Anshul Prakash, led the transaction. Kirkland & Ellis has advised Towerbrook Capital Partners LP in respect of its sale of AIM Altitude, a leading UK-based designer and manufacturer of aircraft cabin interiors, to AVIC International Holding Corp, a Chinese multinational aviation company. The transaction was completed on 5 May 2016. Corporate partners Chuan Li (Beijing) and Carl Bradshaw (London), supported by antitrust & competition partner Sarah Jordan (London), led the transaction. Mayer Brown JSM has advised Dah Chong Hong (DCH) in respect of its acquisition of Li & Fung’s consumer and healthcare distribution business in mainland China, Hong Kong, Macau, Taiwan, Thailand, Malaysia, Singapore, Philippines, Indonesia and Brunei. The acquisition has a total cash consideration of US$350 million, subject to working capital adjustments on a cash-free, debt-free basis. The acquisition is expected to be completed by June this year. A publicly-listed subsidiary of CITIC, DCH is an integrated trading and distribution company operating in Asia with a focus on Greater China. The company is also supported by an extensive logistics network. Corporate and securities partner Jeckle Chiu led the transaction. Shardul Amarchand Mangaldas & Co is acting as domestic counsel to Computer Sciences Corp Group (CSC) in respect of its overseas acquisition of Xchanging plc which triggered an indirect open offer under the Indian takeover regulations with respect to Xchanging Solutions Ltd (XSL) in December 2015. Subsequently, on completion of the overseas acquisition of Xchanging plc on 5 May 2016, CSC has decided to delist the shares of XSL from the stock exchanges during the open offer process under the recently added provisions of the Indian takeover regulations. This transaction is a first of its kind wherein a delisting of an Indian listed company has been proposed by a foreign entity under an indirect open offer under the Indian takeover regulations. The global acquisition was valued at approximately £480 million (US$692.8m). Kotak Mahindra Capital Company Ltd acted as the manager to the indirect open offer-cum-delisting of XSL. Mumbai managing partner Akshay Chudasama and partners Yogesh Chande, Ashni Roy and Abhay Sharma led the transaction whilst Allen & Overy acted as foreign counsel. Shearman & Sterling is advising HKSE-listed Phoenix Healthcare in respect of its approximately US$160 million acquisition of hospitals of CITIC Medical & Health Group, a wholly-owned subsidiary of CITIC Group Corp, a large scale state-owned enterprise under the administration of the State Council of the PRC. Partner Peter Chen is leading the transaction. Simpson Thacher is representing NYSE-listed Alibaba Group Holding Ltd, as part of a buyer group with Mr Yan Tang, co-founder, chairman and CEO of Momo, Matrix Partners China II Hong Kong Ltd, Sequoia Capital China Investment Management LP and Huatai Ruilian Fund Management Co Ltd, in respect of the approximately US$3 billion proposal to consummate a going private transaction to acquire all of the outstanding shares of Nasdaq-listed Momo not already owned by the buyer group. A leading mobile-based social networking platform in China, Momo’s platform includes the Momo mobile application and a variety of related features, functionalities, tools and services. Partner Katie Sudol is leading the transaction. White & Case is advising Bank of China and China CITIC Bank in respect of an aggregate US$1.58 billion loan for a consortium led by Apex Technology Co Ltd and Pacific Alliance Group to finance the acquisition of Lexmark International Inc. The merger, which is expected to close in the second half of 2016, is subject to approval by Lexmark’s shareholders, regulatory approvals in the US, including the Committee on Foreign Investment, China and certain other foreign jurisdictions, and other customary closing conditions. Headquartered in Zhuhai, Guangdong, China, Apex Technology designs, manufactures and markets inkjet and laser cartridge components for remanufacturers and distributors and is the largest manufacturer and solution provider for the global aftermarket imaging supplies market. Partners David Li (Beijing), Joseph Brazil (New York), John Shum (Singapore) and Francis Zhou (New York), supported by partners Ray Simon (New York) and Jessica Zhou (Hong Kong), are leading the transaction. |
Deals – May 11, 2016
Deals – May 4, 2016
Allen & Gledhill has advised Housing and Development Board in respect of the issue of S$675 million (US$499m) fixed rate notes due 2021 as series 066 under its S$32 billion (US$23.7m) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.
Appleby has acted as Cayman counsel to Get Nice Financial Group Ltd and Luen Wong Group Holdings Ltd in respect of their respective listings on the Main Board and Growth Enterprise Market of the HKSE. Get Nice, which listed on 8 April 2016, raised approximately HK$710.6 million (US$91.6m) in gross proceeds whilst Luen Wong, which listed on 12 April 2016, raised HK$81 million (US$10.4m). Get Nice provides brokerage services, securities margin financing and corporate finance advisory services during the Track Record Period. Luen Wong is a civil engineering company in Hong Kong. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung was the Hong Kong adviser to Get Nice whilst Stephenson Harwood acted as Hong Kong counsel to the sponsors and underwriters. DS Cheung & Co served as Hong Kong counsel to Luen Wong whilst Li, Wong, Lam & WI Cheung was Hong Kong counsel to the sponsors and underwriters. AZB & Partners has advised FAL Corp, an affiliate of Fairfax Financial Holdings Ltd, in respect of the sale by ICICI Bank Ltd of 9 percent equity stake in ICICI Lombard General Insurance Company Ltd to FAL Corp, which would result in an increase in equity share of FAL in the company to approximately 35 percent. Partners Rajendra Barot and Samir Gandhi led the transaction which was valued at approximately INR15.5 billion (US$233m) and was completed on 31 March 2016. AZB & Partners is also advising TVS Automobile Solutions Ltd, TVSundram Iyengar & Sons Private Ltd and Dinram Holdings Private Ltd in respect of the acquisition of 46 percent share capital of TVS ASL by Kitara ASL, Dinram, TVS Srichakra Ltd and The Associated Auto Parts Private Ltd. Partners Srinath Dasari and Nanditha Gopal are leading the transaction which was valued at approximately INR1.5 billion (US$22.5m) and is yet to be completed. Clayton Utz is advising Perth-based ASX-listed uranium miner Peninsula Energy Ltd in respect of its convertible loan arrangements with major shareholders Resource Capital Fund VI LP and Pala Investments Ltd for a total of US$15 million. The funds received under the convertible loan facilities, together with funds raised from other financing alternatives currently being negotiated, will be used for well field ramp up activities and Stage 2 final engineering designs at the Lance Projects, resource development drilling and feasibility studies at the Karoo Projects in South Africa, and general working capital purposes. Perth partners Matthew Johnson and Rohan Mishra are leading the transaction. Clayton Utz has also advised Perth-based ASX and AIM-listed tungsten miner Wolf Minerals Ltd in respect of on its £25 million (US$36.4m) equity facility established with Resource Capital Fund VI LP (RCF VI), announced to the market on 29 January 2016 and approved by Wolf shareholders on 22 April 2016. Perth Corporate Advisory/M&A partner Matthew Johnson led the transaction. Clifford Chance has advised a syndicate, including Development Bank of Japan Inc, The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, National Australia Bank Ltd, China Construction Bank (Europe) SA, The Bank of East Asia Ltd, CTBC Bank Co Ltd and The Tokyo Star Bank Ltd, as mandated lead arrangers, in respect of an up to US$650 million secured credit facility for AerCap Holdings NV. Based in Ireland, AerCap is one of the world’s largest aircraft leasing companies. This credit facility was signed to finance AerCap’s acquisition of a portfolio of nine aircraft from Boeing and Airbus. Office managing partner Fergus Evans led the transaction. Conyers Dill & Pearman is providing Cayman law advice to Mr Hongyi Zhou, chairman and CEO of Qihoo 360 Technology Co Ltd, CITIC Securities Co Ltd or its affiliates, Golden Brick Capital Private Equity Fund I LP, China Renaissance Holdings Ltd or its affiliates and Sequoia Capital China I LP and/or its affiliates in respect of the acquisition of all the outstanding Class A and Class B ordinary shares of Qihoo 360 not owned by them or their affiliates, including Class A ordinary shares represented by American depositary shares, each two representing three Class A ordinary shares, for US$51.33 in cash per Class A or Class B ordinary share, or US$77.00 in cash per ADS. Partner and Hong Kong co-chair David Lamb is leading the US$9 billion deal alongside Kirkland & Ellis, led by Hong Kong partners David Zhang and Jesse Sheley and special committee counsel Skadden, Arps, Slate, Meagher & Flom, led by Hong Kong partner Julie Gao and Beijing partners Peter Huang and Daniel Dusek, as US counsel. Conyers Dill & Pearman has provided Bermuda law advice to Yuexiu Transport Infrastructure Ltd in respect of its public issuance of RMB1 billion (US$154m) bonds listed and traded on the Shanghai Stock Exchange. The transaction is the first publicly issued Panda Bonds in China’s domestic bond market. Hong Kong partner Anna Chong led the transaction working alongside Baker & McKenzie and Guangdong Guangda. Cyril Amarchand Mangaldas has advised Equitas Holdings Ltd in respect of the public issue of approximately 197.9 million equity shares with face value of INR10 (US$0.15) each in cash at INR110 (US$1.65) per equity share (including a share premium of INR100 (US$1.50) per equity share), aggregating to approximately INR21.8 million (US$327,464). The issue comprises a net issue to the public of approximately 197.6 million equity shares and a reservation of 250,000 equity shares aggregating to INR27.5 million (US$413,039) for subscription by eligible employees, not exceeding five percent of the post-Issue paid-up equity share capital of the issuer. This is the largest ever BFSI IPO in India. Mumbai capital markets partner Yash Ashar and New Delhi tax partner SR Patnaik led the transaction. The international counsel to the underwriters was Squire Patton Boggs Singapore. Davis Polk has advised the initial purchasers in respect of the US$250 million Regulation S only high-yield offering by China Aoyuan Property Group Ltd of its 6.525 percent senior notes due 2019. China Aoyuan is one of the leading property developers in Guangdong province in China and has been developing residential projects for more than 15 years. Partner William F Barron led the transaction. Hogan Lovells has advised the mandated lead arrangers in respect of the project financing of the Sohar independent water producer (IWP) project in the Sultanate of Oman. The project comprises the design, construction, ownership, financing, operation and maintenance of a high efficiency desalination facility, based on seawater reverse osmosis technology. The OMR86 million (US$223.3m) financing package was arranged by four Omani banks, namely Bank Muscat, Oman Arab Bank, Bank Sohar and Bank Dhofar, and was provided to the project sponsors, Valoriza Agua, a subsidiary of Spanish construction firm Sacyr. Valoriza Agua will own a 51 percent stake in the project, with Oman Brunei Investment Company taking 25 percent and Sogex Oman the remaining 24 percent. Dubai infrastructure partner Christopher Cross, supported by partners Sohail Barkatali (Dubai) and Andrew Gallagher (London), led the transaction. HSA Advocates has advised Hero Electronix, a subsidiary of The Hero Group, in respect of acquiring a strategic stake in Tessolve Semiconductor, the Bangalore-headquartered leading semiconductor engineering services company. Hero Electronix will complete the phased acquisition of significant majority holding in the company by the end of 2016. Tessolve Semiconductor currently has operations pan-India and across USA, Singapore, Malaysia and other regions across the globe. Hero Electronix was formed in 2015 and marked the Delhi-headquartered Hero Group’s entry into the electronics and technology space. Corporate M&A head Aparajit Bhattacharya, supported by partner Harvinder Singh, led the transaction. J Sagar Associates has advised India Alternatives Private Equity Fund in respect of its investment in compulsorily convertible preference shares of Seclore Technology Private Ltd. The fund backs potential market leaders benefitting from transformational themes with a portfolio that includes marquee investments such as CIBIL, India’s largest credit information bureau, and Enamor, a market-leading consumer product brand. Seclore provides and develops data protection software to protect sensitive information, providing data security solutions, providing information security solutions in the areas of information usage control, information rights management or secure outsourcing. Seclore has various existing private equity investors, all of whom also participated in the funding. Partner Pallavi Puri led the transaction. Khaitan & Co has advised RAG-Stiftung Beteiligungsgesellschaft mbH in respect of the Indian leg of the transaction involving the acquisition by RAG-Stiftung of 70 percent stake in the Dorsch Group through its investment company, RAG-Stiftung Beteiligungsgesellschaft mbH. Founded in April 2014, RAG-Stiftung is an investment company which invests in companies which are sustainably successful. Dorsch is RAG-Stiftung’s second investment in the engineering consultancy segment, following the British consulting engineers, Pell Frischmann. This segment is one of the strategic investment fields of RAG-Stiftung Investment Company. Partner Rabindra Jhunjhunwala led the transaction. Khaitan & Co has also advised Alembic Pharmaceuticals Ltd in respect of the 60:40 joint venture with Orbicular Pharmaceutical Technologies Private Ltd to engage in research and development, manufacturing, commercializing and marketing of topical products on a worldwide basis. Alembic Pharmaceuticals is a listed Indian company engaged in, inter alia, developing, manufacturing and commercializing pharmaceutical products. Partner Bhavik Narsana, supported by partner Adheesh Nargolkar, led the transaction. King & Wood Mallesons has acted as international and PRC counsel for Yunnan Energy Investment Finance Co Ltd in respect of its offering of US$300 million 3 percent guaranteed bonds due 2019. The bonds are guaranteed by Yunnan Energy Investment (HK) Co Ltd with the benefit of a keepwell deed and a deed of equity interest purchase and investment undertaking by Yunnan Provincial Energy Investment Group Co Ltd. Yunnan Energy is wholly-owned by the Yunnan Provincial Government and is the sole energy platform for the province designated to engage in the investment and development of the energy sector in the province, as well as energy investment and cooperation with Southeast Asian nations. It is primarily engaged in power generation and sales, coal production and sales, resources trading (including natural gas), financial services and other businesses. Hong Kong partner Hao Zhou, supported by Beijing partner Song Yanyan, led the transaction. Maples and Calder has acted as BVI counsel to Yunnan Energy Investment Finance Company Ltd in respect of its issue of US$300 million 3 percent guaranteed bonds due 2019. The bonds, which are unconditionally and irrevocably guaranteed by Yunnan Energy Investment (H K) Co Ltd, will be listed on the HKSE. The Yunnan group is a leading state-owned energy company based in Yunnan Province, China. Partner Jenny Nip led the transaction. King & Wood Mallesons advised the issuer and the guarantor. Linklaters and Jingtian & Gongcheng acted as to English and PRC counsel, respectively, to the joint lead managers. Rajah & Tann Singapore is acting for Gallant Venture Ltd (GV) in respect of GV Group’s exit of its investment in the Lao Xi Men Project, pursuant to which the GV Group will receive proceeds aggregating to US$330 million. In connection therewith, GV has entered into an agreement with Universal Global Invest Ltd and Market Strength Ltd relating to, inter alia, the disposal by GV of its entire holding of 202.5 million warrants issued by Market Strength to Universal Global. Pursuant to the terms of the agreement, the US$202.5 million principal amount of notes issued by Market Strength which are held by PT Batamindo Investment Cakrawala, a subsidiary of GV, will be redeemed ahead of the maturity date of the notes in February 2018. Market Strength has an effective interest of approximately 47.7 percent in Shanghai Wanye Enterprises Lao Xi Men Real Estate Development Co Ltd which owns the property development project located in Lao Xi Men, Shanghai, PRC. Partners Serene Yeo and Cheng Yoke Ping are leading the transaction which was announced on 25 April 2016 and is still on-going. Sullivan & Cromwell has represented Sompo Japan Nipponkoa Holdings Inc in respect of its tender offer for the shares of common stock of Message Co Ltd (Japan) and in Message’s subsequent consolidation as a subsidiary of Sompo Japan Nipponkoa. Tokyo corporate partner Keiji Hatano led the transaction which was completed on 7 March 2016. Watson Farley & Williams has advised ING Bank NV as global coordinator and a mandated lead arranger in respect of the US$221 million KSURE-backed secured debt financing to Oslo-listed BW LPG, in relation to the funding of four VLGC newbuildings. The consortium of banks led by ING included KFW IPEX-Bank, OCBC and Standard Chartered Bank. The VLGCs are four in a series of twelve VLGC newbuildings in the orderbook of BW LPG. The delivery of the first VLGC is scheduled for 9 May 2016. Madeline Leong, head of the international finance team and of the Hong Kong office, led the transaction. Weerawong C&P has represented Berli Jucker Public Company Ltd in respect of the €3.2 billion (US$3.7b) bridge facilities provided by BNP Paribas, HSBC, Rabobank ICBC, Mizuho Bank, Standard Chartered Bank, SMBC and Bangkok Bank. The funds are for the acquisition of a 58.56 percent stake in the Big C Supercenter Plc, a large nationwide retail store, from the France-based Casino Group. This is the largest acquisition financing in Thailand in 2016 to date. Partner Passawan Navanithikul led the transaction. |
Deals – April 27, 2016
Allen & Gledhill has advised DBS Group Holdings Ltd in respect of the issue of HK$1.5 billion (US$193.4m) 3.24 percent subordinated notes due 2026 under its US$30 billion global medium term note programme. The notes are expected to qualify as Tier 2 capital of DBS Group and its subsidiaries. Partner Glenn Foo led the transaction.
AZB & Partners is advising Janalakshmi Financial Services Ltd (JFS) in respect of the acquisition by QRG Enterprises Ltd, Vallabh Bhanshali HUF and individual special purpose vehicles managed by Morgan Stanley, TPG and GIC of approximately 20 percent equity stake of JFS. Partners Srinath Dasari and Nanditha Gopal are leading the transaction which is valued at approximately INR13.65 billion (US$204.7m) and is yet to be completed. AZB & Partners has also advised Fairfax Holdings Ltd, through its wholly-owned subsidiary, in respect of its acquisition of five percent equity of Bangalore International Airport Ltd from Zurich Airport (Flughafen Zürich AG). Partners Ashwin Ramanathan and Rishi Gautam led the transaction which was valued at approximately INR3.2 billion (US$48m). Bird & Bird has acted as both Hong Kong and Singapore counsel to Weiye Holdings Ltd, a property developer listed on the Main Board of the SGX-ST, in respect of its dual primary listing by way of an introduction on the Main Board of the HKSE. Partners Wingon Chui (China & Hong Kong) and Marcus Chow (Singapore) led the transaction. Clayton Utz has advised cloud-based tech provider Wisetech Global as issuer and seller in respect of its landmark IPO and listing on the ASX on 11 April 2016, giving the company an indicative market capitalisation of A$973.6 million (US$751.3m). Partner Stuart Byrne, supported by partner Jonathan Algar, led the transaction whilst Skadden acted as US counsel. Gilbert + Tobin and Sidley Austin advised Credit Suisse and Morgan Stanley as the joint lead managers. Clayton Utz is also acting for Morgans Corporate Ltd and Canaccord Genuity (Australia) Ltd as joint lead managers in respect of the IPO and listing of online creative marketplace Redbubble on the ASX. Shares will be offered at A$1.33 (US$1.03) to raise an initial A$30 million (US$23m) to fund Redbubble’s growth strategy and provide returns to early-stage investors. Redbubble is expected to list on the ASX on 17 May 2016 with a market capitalisation of A$267 million (US$206m). Corporate partner Brendan Groves is leading the transaction. Conyers Dill & Pearman has acted as Cayman counsel to Mr Yu Dong, founder, Chairman and CEO of the company, Sequoia Capital China I LP and Fosun International Ltd in respect of its US$1 billion merger with Bona Film Group, a leading movie producer and distributor in China, by way of a “going private” transaction. Hong Kong partner and co-chair David Lamb and partner Anna Chong led the transaction, working alongside Kirkland & Ellis. Davis Polk is advising the special committee of the board of directors of E-House (China) Holdings Ltd in respect of the going-private acquisition of E-House for US$6.85 per ordinary share or American depositary share by a consortium consisting of E-House co-chairman and CEO Xin Zhou, Director Neil Nanpeng Shen, and SINA Corp. Headquartered in Shanghai, China, NYSE-listed E-House is China’s leading real estate services company with a nationwide network covering more than 260 cities. Hong Kong partner Miranda So is leading the transaction which is subject to customary closing conditions, including approval by E-House’s shareholders, and is expected to close in the second half of 2016. Davis Polk has also advised the sole book-runner in respect of the Regulation S only offering by China Energy Reserve and Chemicals Group Holding Ltd of its US$400 million 5.55 percent bonds due 2021, which are unconditionally and irrevocably guaranteed by China Energy Reserve and Chemicals Group Company Ltd. China Energy Reserve is a PRC state-controlled oil and gas trading, logistics and distribution and supply services provider. Its largest beneficial shareholders include CNPC, Beijing Municipal Commission of Commerce and China Economic Cooperation Center. China Energy Reserve is headquartered in Beijing, with strategic business operations in over 20 provinces, autonomous regions and direct-controlled municipalities across China. Partners Eugene C Gregor, Paul Chow and Antony Dapiran led the transaction. Hogan Lovells Ulaanbaatar office has advised the Government of Mongolia on Mongolian law aspects in respect of the issuance of US$500 million sovereign bonds under its US$5 billion global medium term note program, the Government’s first offering since 2012. The issuance closed on 6 April 2016. The notes are due in 2021 and carry a coupon of 10.875 percent. The joint lead managers were Credit Suisse, Deutsche Bank, ING and JP Morgan and local banks TDB Capital and Golomt Bank. The Government plans to use the funds raised for infrastructure and other projects. Ulaanbaatar partner Chris Melville and debt capital market partners Sina Hekmat (New York) and Andrew Carey (London) led the transaction whilst Mayer Brown JSM acted as international counsel. Allen & Overy and GTs Advocates advised the joint lead managers as international and Mongolian counsel, respectively. Howse Williams Bowers has advised Altus Capital Ltd as the sponsor and Upbest Securities Company Ltd and Altus Investments Ltd as the underwriters in respect of the listing by way of placing of A.Plus Group Holdings Ltd on the Growth Enterprise Market of the HKSE. The shares commenced trading on 19 April 2016. A.Plus Group and its subsidiaries are a Hong Kong-based financial printing service provider in relation to financial reports, announcements, shareholder circulars, debt offering circulars, IPO prospectuses and fund documents. It is the third financial printing service provider to have listed on the HKSE so far. Partner Chia Ching Tan led the transaction. J Sagar Associates has advised Standard Chartered Private Equity in respect of a framework arrangement with Tata Realty and Infrastructure Ltd (TRIL). Under the arrangement, both parties will pursue opportunities for acquiring / investing in real estate commercial assets in certain agreed territories in India. The estimated size of the investments under this commercial property platform are likely to be INR32 billion (US$479.8m), of which Standard Chartered will acquire a significant minority. Partner Aashit Shah led the transaction. TRIL was advised by Cyril Amarchand Mangaldas. J Sagar Associates has also advised Standard Chartered Principal Finance in respect of its investment in Albrecht Builder Private Ltd. Standard Chartered acquired a significant minority (equity and non-convertible debentures) from Tata Realty and Infrastructure Ltd (TRIL). This is the first investment by Standard Chartered under the commercial property platform that it has set up with TRIL. Partner Aashit Shah also led the transaction. TRIL was also advised by Cyril Amarchand Mangaldas. Khaitan & Co has advised Seaways Shipping and Logistics Ltd in respect of its proposed IPO of equity shares comprising of a fresh issue of up to INR800 million (US$12m) and an offer for sale of up to approximately 6.44 million equity shares by Parvataneni Vivek Anand, Parvataneni Sudha Mohan, Parvataneni Prasanthi, Parvathaneni Vishwa Ratan, Parvathaneni Divya, Ratakondla Ramesh and IDFC Private Equity Fund II. Seaways Group is one of the largest integrated logistics service and solutions providers in India offering complete range of logistics services across the globe The Group has a wide network of transportation and distribution and provides logistics services across 130 countries. Executive Director Sudhir Bassi and partner Abhimanyu Bhattacharya led the transaction. Khaitan & Co has also advised Cipla Ltd in respect of the investment by FIL Capital Investments (Mauritius) II Ltd in Cipla subsidiary Cipla Health Ltd. Cipla is one of the top pharmaceutical companies in India. Partners Haigreve Khaitan, Bhavik Narsana and Kartick Maheshwari and associate partner Sameer Sah, supported by partners Adheesh Nargolkar, Sharad Vaid and Avaantika Kakkar and associate partner Atul Pandey, led the transaction. Norton Rose Fulbright has advised Lianhua Supermarket Holdings Co Ltd in respect of the RMB998 million (US$153.7m) acquisition of a 75 percent equity interest in Yiwu City Life Supermarket Co Ltd and the entire equity interest in Hualian Group Jimaisheng Shopping Centre Company Ltd from Bailian Group Co Ltd, a controlling shareholder of Lianhua Supermarket. Lianhua Supermarket is principally engaged in retail and the operation of hypermarkets, supermarkets and convenience stores in China. It was one of the first Chinese retail chain operators to be listed on the HKSE. Yiwu City Life develops and operates a mega hypermarket in Yiwu City in China. Jimaisheng operates large chain hypermarkets in Shanghai. As part of the consideration, Lianhua Supermarket will transfer the entire equity interest of Lianhua Logistics Company Ltd, a company principally engaged in the purchase and distribution businesses, to Bailian Group. The acquisition constitutes a major transaction and a connected transaction under the HKSE Listing Rules. Hong Kong partner Psyche Tai led the transaction which is expected to be completed in the second half of 2016. Rodyk has advised Maybank in respect of the restructuring of existing conventional corporate loans. A first-of-its-kind Islamic financing, the deal involves restructuring / converting the existing conventional loans granted by the bank into Shariah compliant financing facilities. The facilities granted were primarily to finance the bank’s working capital in the management of a business hotel in Clarke Quay, Singapore. Skadden is representing global alternative investments firm XIO Group in respect of a definitive agreement to acquire JD Power from McGraw Hill Financial Inc for US$1.1 billion. Upon closing, XIO Group will support JD Power’s existing management team and employees in expanding the company’s market share, particularly in fast-growing Asian markets. Headquartered in Costa Mesa, California, JD Power is a world leader in consumer data and analytics that has been representing the voice of the consumer across industries since 1968. With 16 offices globally, JD Power’s more than 800 professionals provide transaction analytics and consumer insights for its blue-chip customer base. The transaction is XIO Group’s first acquisition of a company headquartered in the US, following previous acquisitions of industry-leading companies in Germany and Israel in 2015. M&A partner Michael Gisser (Hong Kong), corporate partner David Eisman (Los Angeles) and banking partner K Kristine Dunn (Los Angeles) are leading the transaction which was announced on 15 April 2016 and is expected to close in the third quarter of 2016, subject to customary closing conditions. Skadden is also advising Apex Technology Co Ltd, a Chinese technology company listed on the Shenzhen Stock Exchange, in respect of its acquisition of NYSE-listed Lexmark International Inc, a global leader in imaging and output solutions, for US$40.50 per share, with an enterprise value of US$4 billion. Apex led a consortium consisting of Apex, PAG Asia Capital (the private equity buyout arm of PAG, one of Asia’s largest private equity firms), and Legend Capital Management Co Ltd (Lenovo’s private equity arm). The deal was announced on 19 April 2016 and is subject to CFIUS and antitrust clearance in multiple jurisdictions. Tay & Partners has represented Megasteel Sdn Bhd in respect of Malaysia’s first abuse of dominance and margin squeeze case. The firm successfully defended Megasteel against a proposed infringement decision issued by Malaysia Competition Commission alleging abuse of dominant position in Malaysia. The financial penalty of MYR4.5 million (US$1.14m) was set aside. Founder and managing partner Tay Beng Chai and partners Leonard Yeoh and Wong Weng Yew led the transaction. Watson Farley & Williams has advised CSSC (HK) Shipping Co Ltd (CSSCL) in respect of a US$245 million ten-year club senior secured loan for the construction of six Newcastlemax bulk carriers. Led by Standard Chartered Bank and Bank of America, who were joined by Société Générale, the facility was provided to CSSCL, the ship owning and leasing arm of China State Shipbuilding Corp (CSSC) which was formed in June 2012. This transaction is the first international syndicated financing for the CSSC Group, a leading shipbuilder in China controlling a number of the largest shipbuilders in the world and owned by the state-owned Assets Supervision and Administration Commission of the State Council. Hong Kong partner Christoforos Bisbikos led the transaction. Weerawong C&P has represented Kobelco Millcon Steel Company Ltd, a joint venture company formed by Thailand’s listed Millcon Steel Public Company Ltd and Japan’s Kobe Steel Ltd, in respect of the financing for the β3.96 billion (US$112.9m) facility agreement provided by Bangkok Bank Public Company Ltd and Mizuho Bank Ltd Bangkok Branch. The financing is to be used as the company’s investment and working capital, since the company is to produce special-graded steel to serve an expected rising demand from the Thai automotive industry. Partner Passawan Navanithikul led the transaction. Weerawong C&P has also represented The Siam Commercial Bank Public Company Ltd, a leading commercial bank in Thailand, in respect of the β18 billion (US$513m) financing to Asset World Company Ltd for providing intercompany loans to its subsidiaries to finance prepayment obligations under the existing intercompany loan and existing loans with the bank and for investment in the capital expenditure of its projects. Partner Passawan Navanithikul also led the transaction. Zul Rafique & Partners has advised the mandated lead arrangers and the financiers, comprising Affin Islamic Bank Berhad, AmBank Islamic Berhad, RHB Islamic Bank Berhad, Bank Pembangunan Malaysia Berhad and Kuwait Finance House (M) Berhad, in respect of the syndicated Islamic financing facilities of up to MYR500 million (US$128m) granted to UDA Holdings Berhad to part finance the construction of eight of its projects in the central region as well as the northern and southern regions of Peninsular Malaysia to be developed by the subsidiaries of UDA Holdings Berhad. The facilities are granted under the Shariah principle of Commodity Murabahah via a Tawarruq arrangement and is the first syndicated facilities secured by UDA Holdings in the market to finance its projects. Partner Ashela Ramaya led the transaction. Zul Rafique & Partners has also advised MSM Malaysia Holdings Berhad in respect of its syndicated Islamic facilities granted by CIMB Islamic Bank Berhad and HSBC Amanah Malaysia Berhad to finance the construction of a sugar refinery in Tanjung Langsat, Johor (which is the largest integrated sugar refinery in Malaysia) undertaken by MSM Malaysia Holdings Berhad’s subsidiary, MSM Sugar Refinery (Johor) Sdn Bhd. Partner Celine Rangithan led the transaction. |
Deals – April 20, 2016
Allen & Gledhill has advised Bank of Singapore in respect of the acquisition of the wealth and investment management business of Barclays Bank PLC in Singapore and Hong Kong for approximately US$320 million in cash. This deal is the second largest private banking deal of the Oversea-Chinese Banking Corp Ltd group since 2009 and will help deepen its presence in South-east Asia, Greater China and the Middle East. Partners Andrew Lim and Christopher Ong, supported by partners Kenneth Lim, Adrian Ang, Alexander Yap and Sunit Chhabra, led the transaction.
Allen & Gledhill has also advised Ascendas Frasers Pte Ltd, a joint venture between Ascendas Development Pte Ltd and Frasers Centrepoint Ltd, in respect of its S$420 million (US$313.2m) divestment of 1 Changi Business Park Central 1, Singapore 486036, commonly known as “One@Changi City”, to Ascendas Real Estate Investment Trust. Partners Eudora Tan, Shalene Jin, Fock Kah Yan, Margaret Soh, Teh Hoe Yue, Jerry Koh, Chua Bor Jern and Lim Pek Bur led the transaction. Allen & Overy has advised the joint lead managers in respect of Mongolia’s sovereign bond offering. The US$500 million issuance, which closed on 13 April 2016, was done under the Government of Mongolia’s global medium term notes program, in respect of whose establishment the firm advised the arrangers. The bonds were sold internationally on a combined Rule 144A / Regulation S basis, with US qualified institutional buyers accounting for a substantial portion of the total demand. Credit Suisse, Deutsche Bank, ING and JP Morgan were the joint book-runners and, together with Golomt Bank and TDB Capital, the joint lead managers of the offering. Proceeds of the offering will be used to refinance indebtedness, as well as to finance budget deficits and various projects, including roads and infrastructure. Hong Kong partner Alexander Stathopoulos led the transaction. Colin Ng & Partners has acted for Marna Capital in respect of equity investment into Crème Simon, an award-winning French heritage skincare brand. This is Marna Capital’s first investment in Singapore’s retail sector. Founded in 1860, Crème Simon is the oldest French skincare brand and pioneered the first beauty creams in France, and now has a focus on growth within Asia. Marna Capital is an investment company which, through its fund, has primarily invested in the technology, lifestyle and media and entertainment sectors. The investors in the fund include prominent figures such as SM Nasarudin SM Nasimuddin of the Naza Group. Partners Lisa Theng and Bill Jamieson led the transaction. Colin Ng & Partners has also acted for the founder and seller of Expat Insurance Pte Ltd in respect of its sale to MSH International in April 2016. Expat Insurance is a leading independent insurance broker in Singapore, focused on delivering health insurance, employee benefit programmes and high net worth solutions for a globally-mobile client base. A subsidiary of Siaci Saint Honore, one of the leading insurance brokers in France, MSH International is a world leader in the design and management of international healthcare and death & disability insurance solutions for globally-mobile individuals. MSH International has more than 2,000 corporate clients and 330,000 insured members across 200 countries. Partner Bill Jamieson led the transaction. Conyers Dill & Pearman is acting as Cayman Islands counsel to Shanda Investment Holdings Ltd, a private investment group, in respect of its proposed merger with Ku6 Media Co (KUTV) by way of a “going private” transaction. Hong Kong partner Richard Hall, working alongside Davis Polk & Wardwell, is leading the transaction. Conyers Dill & Pearman has also acted as Cayman Islands and BVI counsel to Human Health Holdings Ltd in respect of its HK$106 million IPO on the Main Board of the HKSE. Hong Kong partner Richard Hall, working alongside DLA Piper, led the transaction. Cyril Amarchand Mangaldas has advised Adcock Ingram Holdings Ltd in respect of a share purchase agreement, through its subsidiaries Adcock Ingram International (Pty) Ltd and Adcock Ingram Healthcare (Pty) Ltd, with private equity firm Samara Capital Partners Fund II Ltd on 6 April 2016 for sale of the entire share capital of Adcock Ingram Healthcare Private Ltd to Samara Capital. The enterprise value is INR1.51 billion (US$22.8m). Mumbai corporate partners Ashish Jejurkar and Ramgovind Kuruppath, supported by New Delhi tax partner S R Patnaik, led the transaction which is subject to the fulfillment of conditions precedent, including approval of the Foreign Investment Promotion Board. Davis Polk has advised Shanda Group in respect of its equity investment in Legg Mason, through which Shanda purchased substantially all of the shares of Legg Mason’s common stock owned by Trian Fund Management LP and its affiliates, representing a 9.9 percent interest of Legg Mason’s current total outstanding shares of common stock. Shanda Group is a Singapore-based global investment holding company with a long-term investment horizon across public markets of equity, fixed income and commodities, private equity and real estate. It is focused on value investment opportunities in the financial services, technology and health care services sectors. NYSE-listed and Baltimore, Maryland-based Legg Mason is a global asset management firm with US$670 billion in assets under management as of 31 March 2016. It provides active asset management in many major investment centers throughout the world. Partners Miranda So and Brian Wolfe led the transaction. Dechert has advised Lazada, the largest eCommerce platform in Southeast Asia, in respect of its agreement with Alibaba Group under which Alibaba will acquire a majority stake in Lazada for more than US$1 billion. The transaction will immediately make Alibaba the leading eCommerce service provider in the region by enabling the company to further assist global businesses and local merchants in accessing the Southeast Asian consumer market. Munich partner Federico G Pappalardo led the global and multidisciplinary team in the transaction. Duane Morris has advised SembCorp Industries, through its wholly-owned subsidiary, SembCorp Utilities, in respect of a historic Power Purchase Agreement in Myanmar, which was signed on 29 March 2016, the day before the swearing in of the new Myanmar government. The US$300 million power plant, financed under a Build-Operate-Own-Transfer structure, is set to be the largest gas-fired independent power plant in Myanmar. The original signing a memorandum of agreement with Myanmar’s Department of Electric Power Planning to invest in and develop the 225 MW gas-fired power plant in central Myanmar occurred in December 2015. Partners Giles Cooper (Hanoi) and Carl Winkworth (London) and Director Mark D’Alelio (Myanmar) led the transaction. Howse Williams Bowers has acted as Hong Kong counsel for BOSC International Company Ltd, the sole sponsor and joint book-runner, and Aristo Securities Ltd, the joint book-runner, in respect of the listing of the shares of Expert Systems Holdings Ltd on the Growth Enterprises Market of the HKSE. Expert Systems is a Hong Kong-based IT infrastructure solutions provider and is primarily engaged in the assessment, design and implementation of IT infrastructure solutions for customers in both the private and public sectors. The shares commenced trading on the HKSE on 12 April 2016. Partner Brian Ho led the transaction. J Sagar Associates has advised Suprajit Engineering Ltd in respect of its qualified institutions placement of equity shares amounting to INR1.5 billion (US$22.6m). Suprajit Engineering is one of India’s leading manufacturers of mechanical cables and light sources for the automotive sector. Partners Nosh Modi and Arka Mookerjee led the transaction. Duane Morris & Selvam acted as the special international counsel to JM Financial Institutional Securities Ltd, the book-running lead manager to the issue. J Sagar Associates has also represented Adani Power Ltd, Coastal Gujarat Power Ltd (CGPL), Sasan Power Ltd and GMR Kamalanga Power Ltd in respect of a batch of cross appeals before the full bench of the Appellate Tribunal for Electricity which delivered a landmark judgment on 7 April 2016 to establish the principles governing contract readjustments in competitively bid long term power purchase agreements. The underlying issue related to treatment of adverse, unforeseen and uncontrollable events that destroy the economic substratum of PPAs of private generating companies entered with state utilities. This judgment is expected to resolve the problem of stranded PPAs and investments affecting around 40,000 MW power projects (investment of around US$30-35 billion) in the country. The decision came at a time when private investors are apprehensive about their investments in India. The four power firms have an installed capacity of around 14,000 MW. Partners Amit Kapur, Poonam Verma, Apoorva Misra, Vishrov Mukherjee and Abhishek Munot led the transaction. Khaitan & Co has advised Girnar Software Private Ltd in respect of the acquisition of certain identified assets of Help on Wheels Private Ltd. GirnarSoft is a business value focused IT company working on offshore products and outsourced software development. Partner GT Thomas Phillippe led the transaction. Khaitan & Co has also advised Vistra Group in respect of its acquisition of 100 percent issued and outstanding equity shares of IL&FS Trust Company Ltd. Hong Kong-based Vistra Group is an international trust and corporate service provider specialised in tailored trust and fiduciary services and corporate services. Partner Rajiv Khaitan and associate partner Mayank Singh, assisted by partner Sachin Mandlik and associate partner Peshwan Jehangir, led the transaction. Kirkland & Ellis is representing Blackstone in respect of the leveraged financing to partly fund its acquisition of at least 84 percent of Hewlett Packard Enterprise’s stake in Mphasis, an India-based outsourcing firm listed on the Bombay Stock Exchange. The deal could value Mphasis up to US$1.1 billion. Hong Kong debt finance partner David Irvine and Hong Kong corporate partner Nicholas Norris are leading the transaction which was announced on 4 April 2016. Linklaters is representing the arrangers of the financing. Norton Rose Fulbright has advised Top Spring International Holdings Ltd in respect of its US$115 million acquisition of an 85 percent equity interest in Shanghai Huanjian Investment Company Ltd and a 0.85 percent equity interest in Shanghai Huantang Cultural Communication Company Ltd. HKSE Main Board-listed Top Spring International Holdings is a real estate property developer in China. Shanghai Huanjian Investment owns a 99 percent equity interest in Shanghai Huantang Cultural Communication, which owns land in Pudong New District, Shanghai. Hong Kong corporate and equity capital markets partner Terence Lau led the transaction. Norton Rose Fulbright has also acted for Blue Sky Group in respect of a student accommodation joint venture with Goldman Sachs which involved the acquisition and development of student accommodation sites throughout Australia and New Zealand. The 50/50 JV had an initial stage that required Goldman Sachs to contribute sufficient equity to buy a 50 percent interest in three existing development sites owned by Blue Sky or funds that it managed. Partner Michael French, assisted by partners Marshall Bromwich and Joshua Paffey, led the transaction. Orrick, Herrington & Sutcliffe has represented Nasdaq-listed JD.com Inc, the largest online direct sales company in China, in respect of the merger of its O2O business, JD Daojia, and Dada Nexus Ltd, China’s largest crowdsourcing delivery platform. Being the largest shareholder of the new entity, JD.com will receive approximately 47.4 percent of the new company’s equity in exchange for various resource support and US$200 million in cash. After merger, Dada/JD Daojia will continue to operate two core businesses, including the crowdsourcing delivery platform providing delivery services to retailers, service providers and O2O enterprises in China at a lower cost and the O2O supermarket platform offering the fastest premium shopping experience by leveraging the expanded delivery network with a focus on the location-based mobile commerce sector. JD Daojia has been a leader in China’s O2O supermarket industry since its launch in April 2015 covering over three million customers in 13 cities via its location-based app. Dada Nexus, founded in 2014, is the largest crowdsourcing delivery platform in China with a network covering 37 key cities in China. Shanghai corporate partner Jie (Jeffrey) Sun led the transaction which is expected to close in the second quarter of 2016, subject to certain closing conditions. Paul Hastings is advising COSCO (Hong Kong) Group Ltd, a wholly-owned subsidiary of China Ocean Shipping (Group) Company, in respect of its acquisition of 67 percent of Piraeus Port Authority SA. This marks one of the most high profile Greek privatizations of recent years. Successful execution of the deal is a key part of the plan to turn Piraeus into a logistics hub for Chinese exports to Europe under China’s “One Belt One Road” strategic initiative. The firm is currently also representing COSCO in the landmark restructuring involving both COSCO and China Shipping Group. The restructuring represents a substantial reconfiguration of two of China’s leading state-owned enterprises which, on a combined basis, will become the world’s fourth largest container-shipping company. Chair of Greater China partner Raymond Li, with partners Vivian Lam and Pei Fang, Garrett Hayes (London) and Pierre Kirch (Paris), is leading the transaction. Paul Hastings has also advised Shaoxing City Investment (HK) Ltd, a wholly-owned subsidiary of Shaoxing City Investment Group Ltd (SCIG), in respect of its issue of US$300 million bonds due 2019. SCIG is the main urban infrastructure investment platform of the Shaoxing Municipal Government. This marks the first ever offshore bond issue by a municipal government issuer in the PRC. Corporate partners Vivian Lam (Hong Kong) and Christian Parker (London) led the transaction. Shearman & Sterling is advising HKSE-listed Phoenix Healthcare in respect of its US$480 million acquisition of certain hospital businesses of China Resources Healthcare Group (CR Healthcare), one of the largest state-owned enterprises in China’s healthcare industry. CR Healthcare will become a controlling shareholder of Phoenix Healthcare, one of the largest private hospital groups in the PRC, comprising 60 medical institutions with approximately 5,780 beds in operation in Beijing, Tianjin and Hebei. CR Healthcare is a wholly-owned subsidiary of China Resources (Holdings) Co Ltd, one of the largest state-owned enterprises under the administration of the State-owned Assets Supervision and Administration Commission of the State Council. The transaction involves a connected transaction under the Hong Kong Listing Rules, as well as a whitewash waiver application under the Hong Kong Takeovers Code. Partner Peter Chen is leading the transaction. Shook Lin & Bok has acted for Aspial Treasury Pte Ltd as the issuer and Aspial Corp Ltd as the guarantor in respect of Aspial Treasury’s issuance of S$200 million (US$149m) 5.3 percent bonds due 2020 which are unconditionally and irrevocably guaranteed by Aspial Corp. Partners Marilyn See and Lian Shueh Min led the transaction which is Aspial Treasury’s second retail bond offering and the first retail bond issuance in Singapore in 2016. Sullivan & Cromwell is representing Alibaba Group Holding Ltd (China) in respect of its agreement to acquire a controlling stake in Lazada Group SA (Singapore) for a total investment by Alibaba of approximately US$1 billion. Corporate partners Garth W Bray (Hong Kong) and York Schnorbus (Frankfurt) and executive compensation & benefits partner Matthew M Friestedt (New York) are leading the transaction which was announced on 12 April 2016. Sullivan & Cromwell is also representing Telstra (Australia) in respect of its agreement with Ping An Insurance Group (China) for the sale of 47.7 percent of total issued shares in Autohome (China) for US$1.6 billion. Corporate partner Robert Chu (Melbourne) is leading the transaction which was announced on 15 April 2016. Tay & Partners has acted as Malaysian counsel to DagangHalal plc, the world’s first global e-commerce platform to provide halal verification, in respect of the admission of its entire issued share capital to trade on ISDX Growth Market, a market operated by ICAP Securities & Derivatives Exchange Ltd. Working closely with Bird & Bird, managing partner Tay Beng Chai, supported by partner Teo Wai Sum, led the transaction. Tay & Partners has also acted for Yongnam Engineering & Construction Sdn Bhd, a wholly-owned subsidiary of SGX-listed Yongnam Holdings Ltd, in respect of its acquisition of three pieces of freehold industrial land in Johor for approximately RM38 million (US$9.8m). Partner Teo Wai Sum also led the transaction. Wong & Partners has advised Pfizer Malaysia Sdn Bhd in respect of the integration of Hospira and Pfizer business and operations in Malaysia as part of Pfizer’s global acquisition of Hospira. The firm assisted Pfizer with its acquisition of Hospira Malaysia Sdn Bhd shares for MYR15.9 million (US$4.1m). Partners Kherk Ying Chew and Ee Von Teo led the transaction which was completed on 3 March 2016. Clifford Chance acted as international counsel. Wong & Partners has also advised FamilyMart Co Ltd in respect of the negotiation, drafting and signing of an Area Franchise Agreement (AFA) with Maxincome Resources Sdn Bhd, a wholly-owned subsidiary of QL Resources Berhad, for the development and operation of FamilyMart convenience stores in Malaysia. Tokyo Stock Exchange-listed FamilyMart’s brand of convenience stores is ranked as the second largest convenience store chain in the world, with 17,540 stores across seven countries worldwide as of 31 March 2016. The AFA grants QL Resources the exclusive master franchisee rights for Malaysia for an initial term of 20 years. Partner Brian Chia led the transaction which was signed on 11 April 2016. Putri Norlisa Chair advised QL Resources. WongPartnership is acting for Singapore Exchange Ltd in respect of its bid to acquire The Baltic Exchange Ltd, a historic London institution which provides key data on the maritime world. Partners Chan Sing Yee, Ameera Ashraf and Chan Jia Hui are leading the transaction. |
Deals – April 13, 2016
Akin Gump is advising Duff & Phelps Securities LLC, as financial advisor to the special committee of the board of directors of Ku6 Media Ltd, in respect of the Chinese gaming company’s definitive merger agreement with Shanda Investment Holdings Ltd and Ku6 Acquisition Company Ltd, a wholly-owned subsidiary of Shanda Investment Holdings, to take the company private. Shanda Investment Holdings will acquire Ku6 Media for a cash consideration equal to US$0.0108 per ordinary share or US$1.08 per American depositary share, giving a total valuation of US$52.4 million. Ku6 Media, a leading internet video company in China focused on user-generated-content, will continue as a surviving company and become a wholly-owned unit of Shanda Investment Holdings. The going-private transaction is expected to close in the second half of 2016, subject to customary closing conditions. Hong Kong corporate partner Gregory Puff is leading the transaction.
Allen & Gledhill has advised DBS Bank Ltd, as sole lead manager and book-runner, paying agent and registrar, and Perpetual (Asia) Ltd, as trustee of the holders of the notes, in respect of the S$200 million (US$148.6m) bonds to the public in Singapore and institutional and other investors by Aspial Treasury Pte Ltd. The bonds are unconditionally and irrevocably guaranteed by Aspial Corp Ltd. Partners Margaret Chin and Daselin Ang led the transaction. Allen & Gledhill has also advised Gold Ridge Pte Ltd, owner of the retail development known as “Nex” located at 23 Serangoon Central Singapore, in respect of the secured financing facilities of up to S$1 billion (US$743m) and the establishment of a secured multicurrency medium term note programme of up to S$400 million (US$297m). The facilities and the MTN programme were arranged by leading Singapore banks. Partners Lyn Wee, Serena Choo and Daselin Ang led the transaction. AZB & Partners has advised Tata Sons Ltd in respect of its acquisition of approximately 7.94 percent equity shares of AirAsia (India) Ltd from Telestra Tradeplace Private Ltd, increasing its stake in the company to 49 percent from its existing stake of 41.06 percent. Partner Darshika Kothari led the transaction which is yet to be completed. AZB & Partners has also advised Thirumeni Finance (P) Ltd in respect of the acquisition of significant stake in Thirumeni Finance by certain institutional investors as a Series B fund raise. Partner Chetan Nagendra led the transaction which was completed on 31 March 2016. Clayton Utz has advised ASX-listed environment, waste management and industrial service provider Tox Free Solutions Ltd in respect of its completed fully underwritten placement to institutional investors to raise gross proceeds of A$20 million (US$15.3m). The institutional placement was undertaken to partly fund the acquisition of 100 percent of the shares in waste management company Worth Corp Pty Ltd. The total cash consideration for the acquisition is A$70 million (US$53.7m0, subject to adjustments. Tox Free is also undertaking a share purchase plan at the same price as the institutional placement to raise a maximum of A$4 million (US$3m). Perth corporate partner Mark Paganin led the transaction. Davis Polk is advising Shanda Investment Holdings Ltd in respect of its going-private acquisition of Ku6 Media Company Ltd for a cash consideration of US$0.0108 per ordinary share or $1.08 per American Depository Share. The transaction is subject to customary closing conditions, including approval by the shareholders of Ku6 Media, and is expected to close in the second half of 2016. Shanda currently owns approximately 69.9 percent of Ku6 Media’s issued and outstanding shares, including shares represented by ADSs. Headquartered in Beijing, China, and listed on NASDAQ, Ku6 Media is a leading internet video company in China focused on user-generated content. Through its premier online brand and online video website, www.ku6.com, Ku6 Media provides online video uploading and sharing services, video reports, information and entertainment in China. Hong Kong corporate partner Miranda So is leading the transaction. DLA Piper has advised Human Health Holdings Ltd, the largest private healthcare services provider in Hong Kong, in respect of its HK$100 million (US$12.9m) IPO on the KSE. The IPO launch offered approximately 76.7 million shares at an offer price of HK$1.38 (US$0.18) per share and was 668 times oversubscribed. Hong Kong partner Mike Suen led the transaction. Deacons acted for BOCOM International as the sole sponsor. J Sagar Associates has advised Geometric Ltd and its promoters in respect of the transfer of its business of IT-enabled engineering services, PLM services and engineering design productivity software tools to HCL Technologies Ltd. The transaction is being undertaken by way of a scheme of arrangement and amalgamation and is subject to approval from shareholders and creditors and various other statutory and regulatory authorities. Under the scheme, Geometric’s entire business will be transferred to HCL Tech by way of demerger, except for Geometric’s 58 percent share in 3DPLM Software Solutions Ltd, Geometric’s joint venture with Dassault Systemes. Simultaneously, Geometric will be merged into 3DPLM, thereby giving 100 percent ownership of 3DPLM to Dassault Systemes. In exchange for their ownership in Geometric, shareholders of Geometric shall receive shares in HCL Tech in a swap ratio of 10 equity shares of HCL Tech for every 43 equity shares of Geometric Ltd. Geometric shareholders will also receive one listed redeemable preference share in 3DPLM against every Geometric share. Partners Vikram Raghani, Gautam Gandotra and Anand Lakra, assisted by partners Farhad Sorabjee and Reeti Choudhary, led the transaction. Cyril Amarchand advised HCL Tech. J Sagar Associates has also advised Dr GS K Velu in respect of the participation, along with Atlanta-based Source Capital, in a US$12 million funding and the handling of the Indian leg of the investment into Leixir Resources Private Ltd. Leixir Resources and its subsidiaries across the world offer services to dental labs and provides leading edge dental products. It provides both conventional and computer aided design/computer aided machine based dental restorations with a hub and spoke model. Partners Aarthi Sivanandh and Varun Sriram led the transaction. Desai & Diwanji Bombay advised the company and the promoters. Khaitan & Co has advised TVS Credit Services Ltd in respect of the borrowing by way of a subordinate debt from Tata Capital Financial Services Ltd to augment the capital base-Tier II capital of TVS Credit, a part of the US$6 billion TVS Group and the retail financier for TVS Motor Company Ltd. The company is registered with the RBI as a non-deposit taking non-banking finance company. Associate partner Manisha Shroff led the transaction. Khaitan & Co has also advised FabFurnish GmbH, Bluerock eServices Private Ltd and FabFurnish UG (Haftungsbeschränkt) & CO KG in respect of the acquisition by Future Retail Ltd of 100 percent of Bluerock eServices. Operated by Bluerock eServices, FabFurnish.com is India’s largest online home store featuring a range of tastefully-picked furniture, furnishings, decor and kitchenware from across the globe. FabFurnish.com offers an assortment of 80,000 products that define trends in home. Director Ketan Kothari led the transaction. King & Wood Mallesons has represented the joint book-runners and joint lead managers in respect of Hong Kong Airlines Ltd’s further issue of US$120 million 6.9 percent guaranteed notes due 2019, which are consolidated and form a single series with Hong Kong Airlines’ US$180 million 6.9 percent guaranteed notes due 2019 issued on 20 January 2016. The notes are issued by Blue Sky Fliers Company Ltd, a wholly-owned subsidiary of Hong Kong Airlines, and are irrevocably and unconditionally guaranteed by Hong Kong Airlines International Holdings Ltd, HKA Group Company Ltd and Hong Kong Airlines. The notes were listed on the HKSE on 31 March 2016. Hong Kong Airlines is a Hong Kong-based full-service network carrier with a network covering 31 cities in Asia Pacific region. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction. Latham & Watkins has represented a consortium of Indian state-owned oil and gas companies, namely Oil India Ltd (OIL), Indian Oil Corp Ltd (IOC) and Bharat PetroResources Ltd (BPRL), in respect of the acquisition of participatory shares of the charter capital of Taas-Yuryakh Neftegasodobycha (LLC TYNGD) from LLC RN Upstream (RN), a wholly-owned subsidiary of Rosneft Oil Company, the national oil company of Russia. The acquisition confirms the entry of the Indian companies’ consortium into the LLC TYNGD joint venture established by Rosneft and BP, as strategic investment in the development of Srednebotuobinskoye field, one of the largest oil and gas condensate fields in East Siberia, continues to gain momentum. Partners David Blumental (Hong Kong) and Mikhail Turetsky (Moscow), supported by partner Rajiv Gupta (Singapore), led the transaction. Latham & Watkins is also advising Shandong Ruyi Technology Group in respect of the signing of an exclusivity agreement for the acquisition of a controlling stake in SMCP Group by Shandong Ruyi Group. The parties contemplate that SMCP’s founders and management would reinvest alongside Shandong Ruyi Group as minority shareholders, while leading global investment firm KKR would retain a minority interest in the group. JP Morgan acted as exclusive financial advisor to Shandong Ruyi Group and as sole underwriter of the associated debt transaction financing. Bank of America Merrill Lynch and UBS acted as financial advisors to SMCP and KKR. The transaction remains subject to works council consultation and customary regulatory approvals. Partners Pierre-Louis Cléro (Paris) and David Blumental (Hong Kong), assisted by partners Alexander Benedetti, Olivia Rauch-Ravisé, Lionel Dechmann, Thomas Margenet-Baudry and Frédéric Pradelles, are leading the transaction. Bredin Prat is advising KKR. Luthra & Luthra Law Offices has acted for Wall Street Investments Ltd, represented by GMS group, in respect of its direct investment in Den Sports & Entertainment Ltd and an indirect investment in Den Soccer Private Ltd, a wholly-owned subsidiary of Den Sports, which owns the franchisee for the football team Delhi Dynamos Football Club in the Indian Super League (ISL). The transaction involved a total investment of INR43.32 crores (US$6.5m) in Den Sports. Post transaction, Wall Street holds 55 percent of the shareholding of Den Sports. The deal would enable Wall Street to tap the huge monetization potential ISL promises to offer. Partner Kanchan Sinha, assisted by partner Anshul Jain, led the transaction. Maples and Calder has acted as BVI counsel to the special committee of Global-Tech Advanced Innovations Inc, a BVI company listed on NASDAQ, in respect of its going private transaction structured as a statutory merger, pursuant to which the buyer group, led by Global-Tech president and CEO Mr John Sham and certain of his controlled or affiliated entities, acquired all of the outstanding common shares and American Depositary Shares of Global-Tech that were not already beneficially owned by the buyer group for US$8.85 per common share. Global-Tech owns subsidiaries that develop, manufacture and market high-quality electronic components and other products for the communications industry in China. Partner Richard Spooner led the transaction whilst Cleary Gottlieb Steen & Hamilton, led by partners Shuang Zhao and Denise Shiu, acted as US counsel. Maples and Calder has also acted as Cayman Islands counsel to the special committee of the Board of Directors of Homeinns Hotel Group, a Cayman Islands company listed on Nasdaq and a leading economy hotel chain in China, in respect of its take private transaction by a consortium comprised of BTG Hotels (Group) Co Ltd (a PRC joint stock company listed on the Shanghai Stock Exchange), Poly Victory Investments Ltd, Ctrip.com International Ltd and certain directors and officers of Homeinns. The transaction was valued at approximately US$1.2 billion and closed on 1 April 2016. Partners Greg Knowles and Richard Spooner led the transaction whilst Simpson Thacher & Bartlett, led by partner Katie Sudol, acted as US counsel. O’Melveny & Myers acted as US counsel to Homeinns. Rajah & Tann Singapore has acted in respect of SGX-ST-listed QAF Ltd’s restructuring of Gardenia Bakeries (KL) Sdn Bhd, its partially-owned Malaysian subsidiary, with a deal value of S$43.5 million (US$32.3m). Gardenia KL manufactures and distributes bread and bakery products in West Malaysia under the “Gardenia” brand owned by QAF. The cross-border restructuring involved the disposal by the QAF group of part of its shareholding in Gardenia (KL) to Padiberas Nasional Sdn Bhd (BERNAS). Post-completion, Gardenia (KL) has become a 50/50 joint venture between QAF and BERNAS. Moreover, the transaction involved the proposed injection of land into Gardenia KL for a new manufacturing plant. The restructuring was undertaken due to Malaysian regulatory requirements and was subject to the approval of the Malaysian authorities. Partners Serene Yeo and Alison Foo led the transaction. Rajah & Tann SIngapore has also advised SAC Capital Private Ltd, a local corporate finance boutique engaged in corporate finance and transactional advisory for IPOs and listed companies, as well as underwriting, share placement, fund raising and Catalist sponsorships, in respect of its acquisition of Canaccord Genuity Singapore Pte Ltd from Canaccord Genuity Group Inc. Canaccord Genuity Singapore is the Singapore arm of Canaccord Genuity Group, which is listed on Toronto and London Stock Exchanges and is a leading independent, full-service financial services firm with operations in two principal segments of the securities industry, namely wealth management and capital markets. Partner Danny Lim led the transaction. Shardul Amarchand Mangaldas & Co is advising Blackstone and private equity funds managed by Blackstone in respect of the acquisition of a majority stake in Mphasis Ltd from Hewlett Packard Enterprise. NSE and BSE-listed Mphasis is a leading IT services provider offering applications, business process outsourcing and infrastructure services. The deal represents Blackstone’s largest acquisition in India. Under the Takeover Code in India, this transaction will trigger a mandatory open offer for a purchase of additional 26 percent shares of the company and the acquiring entity has released a public announcement to the stock exchanges in accordance with the provisions of the Takeover Code. The sale is expected to complete in the coming months, subject to approvals from the anti-trust authorities in India, Germany, Austria and the USA. Blackstone is currently in the process of launching the open offer under the Takeover Code. Based on the open offer subscription, the purchase price consideration will be approximately US$1.1 billion. General Corporate, M&A & PE national practice head Shuva Mandal, supported by partners Raghubir Menon, Abhishek Guha, Yogesh Chande and Shweta Shroff Chopra, is leading the transaction whilst Simpson Thacher & Bartlett is acting as international counsel. Platinum Partners and Freshfields are acting for Hewlett Packard. Stephenson Harwood has advised Southwest Securities (HK) Capital Ltd and Southwest Securities (HK) Brokerage Ltd as the sole sponsor and sole global coordinator in respect of a HK$507 million (US$65.4m) spin-off and IPO listing of Get Nice Financial Group Ltd (GNFG) on the main board of the HKSE. Headquartered and based in Hong Kong, GNFG provides a wide range of financial services, including brokerage service, securities margin financing service and corporate finance advisory service. Based on the size of funds raised, the project is the largest for Hong Kong-based securities companies in the last three years. Managing partner Voon Keat Lai led the transaction. Trilegal is advising Hungama Digital Media Entertainment Private Ltd in respect of Xiaomi Singapore Pte Ltd’s investment in Hungama. A leading manufacturer of smart devices (including smartphones) in Asia, Xiaomi will be integrating Hungama’s video on demand service with the Mi platform available on smartphones and televisions. Partners Sridhar Gorthi and Kunal Chandra are leading the transaction. Cyril Amarchand Mangaldas, led by partner Arun Prabhu, advised Xiaomi. Khaitan and Co acted for Bessemer Venture Partners Trust, one of Hungama’s existing shareholders. Watson Farley & Williams has advised Credit Agricole Corporate and Investment Bank as agent in respect of the export credit agency backed US$216 million post-delivery financing to a subsidiary of BW Gas in relation to the state-of-the-art floating storage and regasification unit (FSRU) vessel BW Singapore, which has storage capacity in excess of 170,000 cubic metres and a peak regasification capacity of 750 million standard cubic feet per day. Based in Ain Sokhna Port in Egypt and currently employed by Egyptian Natural Gas Holding Company, the FSRU commenced operations in October 2015. Egyptian Natural Gas Holding Company is a government entity with the sole mandate to issue natural gas exploration, drilling and production (upstream), as well as processing, transmission, liquefaction and distribution of natural gas in Egypt. Shipping and Energy Finance head Madeline Leong led the transaction. Stephenson Harwood Singapore, led by Shipping and Offshore Finance head Gregg Johnston, advised BW Gas. WongPartnership has acted as Singapore counsel to Berli Jucker Public Company Ltd (BJPCL) in respect of TCC Group’s US$3.5 billion acquisition of Big C Supercenter Public Company Ltd, a hypermarket operator in Thailand with the majority stake owned by the Casino Group, through BJPCL. Managing partner Ng Wai King and partners Annabelle Yip, Audrey Chng and Tan Shao Tong led the transaction. |
Deals – April 6, 2016
Allen & Gledhill has advised Viva Industrial Trust Management Pte Ltd, as manager of Viva Industrial Real Estate Investment Trust (VI-REIT), and Perpetual (Asia) Ltd (formerly known as The Trust Company (Asia) Ltd), as trustee of VI-REIT, the borrower, in respect of the up to S$330 million (US$243.8m) senior secured transferable loan facilities. The proceeds will be used by VI-REIT to refinance its existing borrowings and finance general corporate funding purposes, capital expenditure, investments and acquisitions. Partners Margaret Chin, Ong Kangxin and Serena Choo led the transaction.
Allen & Gledhill has also advised DataCentre One Pte Ltd in respect of the development, design, construction and fitting out (and related matters) of a five-storey “built-to-suit” data centre. The data centre will be the first data centre focused on providing solutions for the media industry and will serve companies and enterprises that require stable, secure infrastructure and high power digitised content. Partners Tan Wee Meng and Sathiaseelan Jagateesan led the transaction. Allen & Overy has acted for the Advisory Services unit of the International Finance Corp (IFC Advisory) in respect of the Ministry of Electric Power and the state-owned Myanmar Electric Power Enterprise signing of a power purchase agreement (PPA) with Sembcorp Myingyan Power Company Ltd, a subsidiary of Sembcorp Industries, in relation to the Myingyan independent power project (IPP). The 225 MW combined cycle gas-fired project is the first competitively awarded IPP to be developed in Myanmar. It will also be the first power project in Myanmar to benefit from multi-sourced project financing from development institutions (including the International Finance Corp and the Asian Development Bank) and international commercial lenders (including Clifford Capital, DBS Bank, DZ Bank and Overseas-Chinese Banking Corp), with debt and equity political risk coverage provided by the Multilateral Investment Guarantee Agency and the Asian Development Bank. The signing of the PPA for the project on 29 March 2016 represents the culmination of an extensive process of capacity building and knowledge sharing between the Myanmar Government and its commercial, technical and legal advisors, including IFC Advisory. Bangkok partner Stephen Jaggs led the transaction. Ashurst has advised Dutch pension fund manager APG Asset Management as lead investor in respect of the formation of a Singapore-incorporated private investment fund managed by Godrej Properties. Godrej Fund Management, the newly-created real estate fund management arm of Godrej Properties, raised US$275 million from a small club of investors for its new residential investment platform. The platform will invest in FDI-compliant residential real estate projects in India, developed by Godrej Properties as a co-investor alongside the Singapore fund. Corporate (investment funds) counsel Dean Moroz and partner Rob Palmer led the transaction. AZB & Partners has advised Delaware North Companies Gaming & Entertainment Inc in respect of its acquisition of 100 percent equity stake in Ruby Seven Studios Inc. Partners Darshika Kothari and Nandan Pendsey led the transaction which was completed on 29 February 2016. AZB & Partners has also advised Tata Capital Healthcare Fund I, Tata Capital Growth Fund I, Beta TC Holdings Pte Ltd, Alpha TC Holdings Pte Ltd and HBM Private Equity India in respect of their acquisition of approximately 45 percent equity stake of Sai Life Sciences Ltd. Partner Ratnadeep Roychowdhury led the transaction which was completed on 10 March 2016. Cadwalader, Wickersham & Taft has advised USUM Investment Group Hong Kong Ltd, the Hong Kong-based investment management arm of a company headquartered in Chongqing, China, in respect of its approximately HK$1.8 billion (US$232m) acquisition of the Chiho-Tiande Group Ltd, an HKSE-listed recycling company. The transaction, which closed on 15 February 2016, involved an unconditional mandatory general cash offer made by China Galaxy International Securities (Hong Kong) Co Ltd on behalf of USUM to acquire all of the issued shares and outstanding convertible bonds of the Chiho-Tiande Group Ltd. Corporate partners Michael Liu and Stephen Chan led the transaction. Clayton Utz has acted for a consortium comprising of EMR Capital, Farallon Capital and partners in respect of its US$775 million acquisition of a 95 percent stake in Indonesia’s Martabe Mine from HKSE-listed G-Resources Group Ltd. The transaction represents one of the largest leveraged buy-outs of a gold-producing asset globally. The Martabe Mine is a major producing gold and silver mine in Asia and was the main asset of G-Resources Group prior to this transaction which was recently approved by shareholders of G-Resources Group in Hong Kong and then completed on 17 March 2016. Partner John Brewster led the transaction which positions EMR Capital as a significant resources private equity fund in the region. Clayton Utz has also advised ASX-listed environment, waste management and industrial service provider Tox Free Solutions Ltd in respect of its acquisition of 100 percent of the shares in Worth Corp Pty Ltd, the owner of Worth Recycling Pty Ltd. The acquisition, which was announced on 21 March 2016, completed on 31 March 2016. The total cash consideration for the acquisition was A$70 million (US$52.9m), subject to adjustments. Perth corporate partner Mark Paganin led the transaction. Clifford Chance has advised the joint global coordinators, consisting of BOCI Asia Ltd, ABCI Securities Company Ltd, CCB International Capital Ltd, Guotai Junan Securities (Hong Kong) Ltd, Haitong International Securities Company Ltd and AMTD Asset Management Ltd, in respect of the Bank of Tianjin’s US$949 million IPO. The bank sold 995.5 million shares at approximately US$0.95 each, and secured US$560 million in commitments from cornerstone investors. Bank of Tianjin is the only city commercial bank headquartered in Tianjin, one of the four municipalities in China. Partner Amy Lo and US securities partner Jean Thio, supported by partner Tim Wang, led the transaction. Clifford Chance has also advised Standard Chartered Bank Principal Finance Real Estate (SCB PFRE) in respect of its up to US$73 million strategic investment in Chayora Holdings Ltd, a data centre project developer and operator in China offering large-scale, built-to-suit and high-performance data centres. SCB PFRE’s investment involves a direct equity stake of up to 19.5 percent in Chayora and the introduction of additional substantial long-term equity for the anchor data centres located within Chayora’s planned Tianjin and Hangzhou campuses. This commitment by SCB PFRE triggers matching equity from Chayora’s domestic strategic partners for these projects. The investment partnership between SCB PFRE and Chayora combines required capital, a wealth of global client relationships and China market expertise with a unique data centre campus-based platform that will support the needs of both international and premium domestic data centre users who require highly resilient, energy efficient, large scale built-to-suit data centres in China. Beijing partner Terence Foo led the transaction. Colin Ng & Partners has represented, the lessee, a process heat transfer specialist technology company, in respect of the surrender of a leased prime site industrial building to Jurong Town Corp for more than US$10 million. The transaction, which completed on 31 March 2016, involved a back-to-back security redemption, escrow arrangement and complexities in title. Partner Kenneth Szeto led the transaction. Colin Ng & Partners has also advised the existing shareholders of a Singapore-based industrial gas and logistics specialist company in respect of a strategic joint venture with a leading multinational gas company. The transaction involved a pre-closing restructuring of the Singapore and PRC subsidiaries involving share swaps and asset and staff transfers. Partner Kenneth Szeto also led the transaction which closed on 31 March 2016. Cyril Amarchand Mangaldas has acted as the sole Indian and external counsel for GVK Group entity GVK Airport Developers Private Ltd in respect of: (a) carrying out bid process for private fund raising by potential sale of stake in its airport business; (b) conducting a vendor due diligence exercise on its airport assets; (c) execution of a share purchase agreement by its subsidiary for sale of 33 percent of the issued share capital of Bangalore International Airport Ltd to FIH Mauritius Investments Ltd and Fairbridge Capital (Mauritius) Ltd (both Mauritius-based entities and part of the Prem Watsa promoted Fairfax Group) for a purchase consideration of INR2,149 crores (US$322.5m). The share purchase agreement was executed on 28 March 2016 whilst closing is expected before 24 October 2016, subject to the process in the shareholders agreement and completion of other customary consents and approvals. Mumbai infrastructure & project financing partners L Viswanathan and Subhalakshmi Naskar, supported by Mumbai capital markets partner Gaurav Gupte and competition law partner Nisha Kaur Uberoi, led the transaction. Cyril Amarchand Mangaldas has also advised HCL Technologies Ltd in respect of its acquisition of the IT-enabled engineering services, PLM (product lifecycle management) services and engineering design productivity software tools business of Geometric Ltd by way of a demerger pursuant to a composite scheme of arrangement and amalgamation. The proposed scheme provides for transfer of the entire IT-enabled engineering services, PLM services and engineering design productivity software tools business of Geometric to HCL by way of a demerger and, immediately following the demerger, the merger of the remaining undertaking of Geometric into 3DPLM Software Solutions Ltd, a joint venture between Geometric and Dassault Systems. Corporate partners Nivedita Rao and Smruti Shah, supported by Arun Prabhu, Harsh Kumar and Nisha Kaur Uberoi, led the transaction which is expected to close before 1 April 2017, subject to customary conditions and applicable regulatory approvals. Davis Polk has advised the sole book-runner in respect of the Regulation S only offering by China Oceanwide International Financial Management Co Ltd, a wholly-owned subsidiary of China Oceanwide Holdings Group Co Ltd, of its HK$500 million (US$64.4m) 8.5 percent bonds due 2019. China Oceanwide is engaged in finance, real estate, electric power and energy, culture and media and capital investment businesses. Partners William F Barron and Paul Chow, supported by partner John D Paton, led the transaction. Duane Morris & Selvam has advised First Myanmar Investment Co Ltd (FMI) in respect of the historic listing of its shares on the newly established Yangon Stock Exchange (YSX). FMI’s shares began trading on 25 March 2016, three months after the YSX was officially opened. FMI’s shares were the first to be listed on the YSX. FMI’s shares rose to close at 31,000 kyat (US$25.83), the upper limit for trading for the day after they were initially listed at 26,000 kyat (US$21.66). A total of 112,845 shares changed hands for a trading value of 3.5 billion kyat (US$2.9m). Based on the closing price, FMI’s share market capitalization is 727.88 billion kyat (US$606.5m). FMI is an investment holding company that owns shares in companies engaged in a number of diverse businesses in Myanmar. Its core businesses are in the financial services, real estate and healthcare sectors. FMI also has investments in companies engaged in the retail and tourism sectors and a company developing the Thilawa Special Economic Zone. Directors Jamie Benson (Singapore) and Mark D’Alelio (Yangon) led the transaction. J Sagar Associates has advised Nielsen (India) Private Ltd in respect of the acquisition of the business of the mobile usage measurement and in-application measurement on smart devices of Informate Mobile Intelligence Private Ltd, a leading provider of mobile and smart devices usage measurement across key markets. Informate’s app acts as an on-device meter that helps to understand how consumers engage with their mobile and smart devices. Partner Sandeep Mehta led the transaction. Khaitan & Co has advised Kotak Securities Ltd, ICICI Securities Ltd and Citigroup Global Markets India Private Ltd as the brokers in respect of the offer for sale through the stock exchange mechanism of approximately 9.75 million equity shares representing 5 percent of paid up equity capital of Container Corp of India Ltd (CONCOR) by the President of India, acting through the Ministry of Railways. CONCOR is a Navratna public sector undertaking under the Indian Ministry of Railways and is a leader in the field of multi modal transport in India with largest available network of state-of-the-art inter-modal terminals across the country providing unparalleled reach and penetration, combined with strong presence at almost all container handling ports. Executive director Sudhir Bassi and associate partner Madhur Kohli led the transaction. Khaitan & Co has also advised VSK Holdings Private Ltd in respect of the sale of its entire stake in Takshasila Hospitals Operating Private Ltd to the existing joint venture partners – Toyota Tsusho Corp Japan and Secom Medical System Singapore Private Ltd. VSK Holdings is part of the Vikram Kirloskar Group, an Indian conglomerate headquartered in Bangalore. Partner Rajiv Khaitan associate partner Vinay Joy led the transaction. Maples and Calder has acted as Cayman Islands counsel to Super Strong Holdings Ltd, a Cayman Islands company, in respect of its listing by way of placing of 240 million shares on the Growth Enterprise Market of the HKSE. The placing shares are offered at HK$0.33 (US$0.042) each with gross proceeds of approximately HK$79.2 million (US$10.2m) for the issuer. As a contractor in the Hong Kong construction industry, Super Strong Holdings is principally engaged in general building works and specialist building works in Hong Kong. Partner Jenny Nip led the transaction whilst Hui & Lam acted as Hong Kong legal counsel. CFN Lawyers acted as Hong Kong counsel to Innovax Capital Ltd and Yuanta Securities (Hong Kong) Company Ltd as the sole sponsor and the underwriter. MinterEllison has advised HKSE-listed Legend Holdings Corp in respect of the completion of its 90 percent strategic investment in the Kailis Bros Australian wholesale, processing and export seafood business. With members of the Kailis family retaining 10 percent and significant day-to-day operational involvement, the deal highlights the benefit of China and Australia partnering in the agribusiness sector. Although Legend Holdings is best known for its IT business, headlined by its flagship brand Lenovo, its Joyvio agricultural arm is one of China’s biggest fruit companies. This strategic investment reflects Legend Holdings’ continuing commitment to expanding its agricultural business operations and the benefits that can flow from foreign partnership. Partner and China FDI group leader Adam Handley, supported by partner Gemey Visscher, led the transaction. Kailis Bros was advised by King & Wood Mallesons, led by partner and Perth corporate team head Nigel Hunt. Norton Rose Fulbright has advised Plant Miner in respect of a A$3.5 million (US$2.65m) fundraising which closed on 2 March 2016. Plant Miner operates an online marketplace for sourcing hire equipment for mining and construction sites. The funds raised will initially be used to consolidate and expand the Australian and New Zealand operations of the business before it grows overseas. The fundraising sets the business up to significantly increase in scale before a potential capital raising or IPO. Partners Marshall Bromwich (Brisbane) and Nick Abrahams (Sydney) led the transaction. Norton Rose Fulbright has also advised Objective Corp, a specialist provider of content, collaboration and process management solutions, in respect of its purchase of 100 percent of the shares in Onstream Systems, a New Zealand-headquartered company that specialises in the capture, collaboration and manipulation of large documents, complex drawings, maps and plans. Its flagship software “Trapeze” is operated by more than 2 million users based in over 2,000 global customers. Sydney partners Iain Laughland and Nick Abrahams led the transaction which was announced on 26 February 2016. Paul Hastings has represented Ping An, a leading personal financial services group in China, in respect of raising a Chinese RMB fund and forming two joint ventures with Pacific Eagle (US) Real Estate Fund LP for the development of two US residential real estate projects in San Francisco and Malibu, California. Pacific Eagle (US) Real Estate Fund, Ping An’s joint venture partner, is a private equity fund co-sponsored by Great EagleHoldings Ltd, a leading Hong Kong property company with a long-term track-record in the US real estate market, and a wholly-owned subsidiary of China Orient Asset Management Corp, one of the four assets management companies approved by the PRC State Council. The deal marks the first time Ping An has raised an RMB fund from high net worth investors for investment in US residential development, and signals that Chinese private equity funds are following Chinese developers and insurers and are playing a more active role in both the global real estate market in general and the US development market in particular. Real estate partners David Blumenfeld and Paul Guan led the transaction. Paul Hastings has also represented Bank of Tianjin, the only city commercial bank headquartered in Tianjin, in respect of its US$948 million global offering and IPO on the Main Board of the HKSE. BOCI Asia Ltd, ABCI Capital International and CCB International Capital Ltd acted as joint sponsors for the listing which marks the largest Hong Kong IPO by a Chinese bank since Shengjing Bank’s US$1.5 billion float in December 2014 and the first Hong Kong listing in 2016 to exceed US$500 million. Capital markets partners Raymond Li, Zhaoyu Ren and Edwin Kwok led the transaction. Rajah & Tann Singapore is advising Shanghai Stock Exchange-listed Sinochem International Corp in respect of the S$847.7 million (US$626m) merger of GMG Global Ltd and Halcyon Agri Corp Ltd, both listed on the Main Board of the SGX. The merger is made by way of Sinochem making a pre-conditional manadatory general offer for the shares of Halcyon Agri, which on completion, will be followed by Halcyon Agri making a voluntary general offer for the shares of GMG Global and the privatisation of GMG Global. Sinochem will ultimately control Haclyon Agri, which will also be injected with natural rubber processing and trading businesses of Sincohem and become the world’s largest natural rubber company. Partners Danny Lim, Bernia Tan, Kala Anandarajah and Dominique Lombardi are leading the transaction which was announced on 28 March 2016 and is yet to be completed. Simpson Thacher is representing KKR and the other selling shareholders in respect of the sale of all the shares of the Alliance Tire Group (ATG) to Yokohama Rubber Co Ltd for approximately US$1.2 billion. Closing of the transaction is subject to regulatory approvals and other necessary closing procedures. ATG has developed a highly specialized business in the manufacture and sale of tires for agricultural, industrial, construction and forestry machinery. ATG sells radial and bias tires for the aforementioned types of vehicles in 120 countries around the world, with a focus on the North American and European markets. Partner Katie Sudon led the transaction. Sullivan & Cromwell is representing JP Morgan Asset Management (Asia) Inc (US) in respect of its sale of the India-based onshore fund schemes managed by JP Morgan Asset Management India Private Ltd and the international fund of funds to Edelweiss Asset Management Ltd (India). Corporate partner Chun Wei (Hong Kong) and intellectual property partner Nader A Mousavi (Palo Alto) are leading the transaction which was announced on 22 March 2016. Thanathip & Partners has advised Banpu Public Company Ltd, Thailand’s largest coal producer, in respect of its proposed fund raising of approximately β13 billion (US$369m) via rights offering. Managing partner Thanathip Phichedvanichok led the transaction. Thanathip & Partners has also advised L&P Property Company Ltd, a subsidiary of Land & Houses Public Company Ltd, one of Thailand’s largest real estate developers, in respect of the establishment and IPO of the real estate investment trust of the leasehold right in Grande Centre Point Hotel Terminal 21, namely LH Hotel Leasehold Real Estate Investment Trust, and the long-term lease of the hotel from L&H Property Company Ltd to the REIT and subsequent sub-lease from the REIT to L&H Hotel Management Co Ltd. The REIT, which is managed by Siam Commercial Bank Public Company Ltd as trustee and L&H Fund Management Company Ltd as REIT manager, was first traded on the Stock Exchange of Thailand on 22 December 2015. Capital markets head Chawaluck Sivayathorn led the transaction. Trowers & Hamlins has acted as international counsel for BBK BSC in respect of its issue of BHD100 million (US$265.2m) perpetual subordinated contingent convertible additional tier 1 capital securities (callable 2 May 2021 and every five years thereafter) arranged by Securities & Investment Company (SICO). BBK is a leading financial services firm and one of the largest banking institutions in the Kingdom of Bahrain offering a broad range of advice, products and services. Proceeds of the issuance will be used by BBK for its general corporate purposes, supporting the bank in its three-year strategic plan and to help the bank meet the regulatory capital base required by the Central Bank of Bahrain (CBB) in line with Basel III capital adequacy requirements. The issue is the first of its kind in that there is a conversion to equity only option and no contractual write-down feature upon the occurrence of a non-viability event. BBK as the issuer has the option to convert the capital securities to equity on 2 May 2019 (year 3), 2 May 2020 (year 4) or 2 May 2021 (year 5). It is the first such AT1 instrument in the Kingdom of Bahrain to be approved by the CBB. The offer is scheduled to open on 3 April 2016 and closing is scheduled for 18 April 2016. The capital securities will be listed on the Bahrain Bourse. Partner Salman Ahmed, supported by partner Elias Moubarak, led the transaction. Weerawong C&P has represented Secondary Mortgage Corp, a state-owned financial institution, in respect of the up to β5 billion (US$141.9m) offering secured, securitized and amortized bonds in which Kasikornbank Public Company Ltd and Bank of Ayudhya Public Company Ltd acted as underwriters. Partner Weerawong Chittmittrapap led the transaction. WongPartnership is acting for Takashimaya Singapore Ltd in respect of its dispute with Ngee Ann City Development Pte Ltd over the proper construction of the parties’ agreements for rent review. Senior partner Alvin Yeo and partner Lim Wei Lee are leading the transaction. WongPartnership has also acted as Singapore counsel to Berli Jucker Public Company Ltd (BJPCL) in connection with TCC Group’s US$3.5 billion acquisition of Big C Supercenter Public Company Limited, a hypermarket operator in Thailand with the majority stake owned by the Casino Group, through BJPCL. Managing partner Ng Wai King and Partners Annabelle Yip, Audrey Chng and Tan Shao Tong led the transaction. |
Deals – March 30, 2016
Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd (OCBC) in respect of the issue of A$300 million (US$227m) floating rate notes due 2020 under its US$10 billion global medium term note programme. The notes will be issued by OCBC through its Sydney Branch. Partners Glenn Foo and Sunit Chhabra led the transaction.
Appleby has acted as Cayman counsel to K H Group Holdings Ltd in respect of its listing on the Main Board of the HKSE on 18 March 2016, with gross proceeds of approximately HK$95 million (US$12.2m). K H Group has provided foundation services in Hong Kong for over 30 years. The foundation works undertaken by the group mainly include ELS (excavation and lateral support) works, pile cap construction, socketed H-piling, driven H-piling, large diameter bored piling and mini piling. Majority of the proceeds will be used to operate prospective foundation projects, to hire additional staff and to purchase machinery and equipment. Hong Kong corporate partner Judy Lee led the transaction whilst Stephenson Harwood acted as Hong Kong counsel. Francis Chan & Co, in association with Addleshaw Goddard, acted as Hong Kong counsel to the sponsors and underwriters. AZB & Partners has advised Bharti Airtel Ltd in respect of a definitive agreement, thru its subsidiary Airtel Tanzania Ltd, for the sale of approximately 1,350 of its communications towers in Tanzania to American Tower Corp (ATC). Under the agreement, ATC may acquire up to approximately 100 additional sites currently in development for an additional consideration. Airtel will be the anchor tenant on the portfolio under a lease with a 10-year initial term. Partners Gautam Saha and Amrita Patnaik are leading the transaction which was signed on 17 March 2016 and is expected to close in the first half of 2016, subject to customary closing conditions and regulatory approvals. Cyril Amarchand Mangaldas has advised JPMorgan Asset Management (Asia) Inc and its affiliates in respect of the sale of JPMorgan’s (mutual fund) asset management business in India to Edelweiss Mutual Fund. The transaction involves transfer of all the schemes of JPMorgan Mutual Fund and employees of JPMorgan Asset Management Company, subject to SEBI and CCI approval. The deal involved an auction process and parallel negotiations with multiple bidders in a very tight timeframe. JP Morgan was the investment banker to JPMorgan Asset Management. Mumbai corporate partner Ashwath Rau and corporate partner designate Anu Tiwari, supported by Bangalore employment law partner Rashmi Pradeep and Mumbai competition law partner Nisha Kaur Uberoi , led the transaction which was signed on 22 March 2016 and is subject to regulatory approvals. ELP has advised Google Capital in respect of its investment, with participation from existing investor Hillhouse Capital, in Girnar Software, the parent company of auto portals CarDekho.com, Gaadi.com and Zigwheels.com. Google Capital is one of the most respected growth equity investors in the world. The latest investment follows a US$50 million funding round led by Hillhouse Capital, with participation from Sequoia Capital and Tybourne Capital. The new funding will be used to further bolster technology, R&D and expansion within and outside of India. Having launched its services beyond India with the launch of CarBay.com in Malaysia, Thailand, Vietnam, Philippines and Indonesia, Girnar Software will be looking to consolidate its presence in India as well as other emerging economies in Asia and the Middle East. Partner Suhail Nathani led the transaction which was announced on 21 March 2016. Herbert Smith Freehills has advised Silk Road Fund in respect of the €1.09 billion (US$1.22b) acquisition of an approximately 9.9 percent stake in Russia’s key new LNG project based in South Tambeyskoye gas field from Novatek, Russia’s largest independent natural gas producer. The Yamal LNG project involves the exploration and exploitation of the South Tambeyskoye field in the Yamal peninsula in northwest Siberia, the construction and operation of an LNG liquefaction plant, and a port to transport gas to the market. Novatek retains a 50.1 percent interest whilst Total and China National Oil & Gas Exploration and Development Corp are the other co-investors. The deal was signed on 12 December 2015 and closed on 15 March 2016, following approvals from the Chinese and Russian governments, and is structured as a combination of both an equity investment and a 15-year loan financing, which closed in December 2015. Partners Monica Sun (Beijing) and Danila Logofet (Moscow) led the transaction. Local advice was provided by the firm’s alliance partner Prolegis in Singapore and by Michael Kyprianou & Co in Cyprus. J Sagar Associates has advised HealthEnablr India Private Ltd in respect of its fund raise from a set of private investors. This is the seed round of funding and HealthEnablr proposes to raise another round in the next 12-18 months. HealthEnablr is a data-driven tele-healthcare company assisting patients in connecting with healthcare services and practitioners worldwide through its proprietary web and mobile platform. Partner Dina Wadia led the transaction. J Sagar Associates has also advised the consortium of lenders, which included State Bank of India (SBI), HDFC Bank, Axis Bank and Exim Bank, in respect of the project financing which involved complex structuring. SBI, along with a consortium of other banks, provided foreign currency and rupee project financing (both fund- based and non-fund based) in relation to Chambal Fertilisers and Chemicals Ltd’s 1.34 million MT per annum urea capacity expansion. The brownfield expansion is close to US$1 billion and is the first of its kind under the new urea investment policy 2012 (as amended in 2014) of the Government of India. Partners Dina Wadia, Aashit Shah, Vishnu Sudarsan and Anish Mashruwala led the transaction. Khaitan & Co has advised ECL Finance Ltd in respect of Manyata Developers Private Ltd’s issuance of fully secured, fully paid up redeemable non-convertible debentures on a private placement basis to various investors for approximately INR750 crores (US$112.8m). ECL Finance is the non-banking financial services unit of Edelweiss and its services include financing, money lending, bill discounting, factoring and corporate lending with or without securities. Associate partner Gahan Singh led the transaction. Khaitan & Co has also advised Claymore Investments (Mauritius) Pte Ltd, a wholly-owned subsidiary of Temasek Holdings, in respect of the additional round of approximately US$15 million investment funding in Star Agriwarehousing and Collateral Management Ltd by way of subscription to compulsorily convertible preference shares and purchase of equity shares aggregating to approximately 12.22 percent from existing investor IDFC Private Equity Fund III. Claymore Investments is registered as a foreign venture capital investor with the SEBI and is a wholly-owned subsidiary of Singapore’s sovereign wealth fund, Temasek Holdings. Partner Aakash Choubey 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 recent round of fundraising by Cainiao Network, an affiliate of Alibaba which operates an online logistics platform. Investors included GIC, Temasek Holdings, Khazanah Nasional Bhd and Primavera Capital. Partners Greg Knowles and Richard Spooner led the transaction whilst Simpson Thacher & Bartlett acted as US and international counsel. Norton Rose Fulbright has advised Beijing Capital Land Ltd in respect of its proposed A-share offering and listing in the PRC. The board of directors proposes to issue not more than 370 million A-shares, at a price to be determined by consultation with lead underwriters, to qualified investors on either the Shanghai or the Shenzhen Stock Exchange. Beijing Capital Land is a leading integrated real estate developer in China and listed on the HKSE in 2003. The company proposes to use the proceeds of the offering to fund the development of five of its real estate projects in Beijing, Shanghai and Tianjin. The proposed A-share offering and listing is subject to the approval of shareholders, as well as approvals from the China Securities Regulatory Commission and other relevant regulatory authorities. The underwriters to the offering and listing are CICC, JP Morgan First Capital and CSC. Hong Kong partner Psyche Tai led the transaction. Rajah & Tann Singapore is acting as Singapore counsel to ASD International Holdings Ltd in respect of its listing by way of placing on the Growth Enterprise Market of the HKSE. The ASD International group is principally engaged in the sale of imaging electronic components and original design and original brand manufacturing video and imaging products. Immediately post-placing, ASD International will have a market capitalization of HK$216 million (US$27.8m). Partners Danny Lim and Chia Lee Fong are leading the transaction which was announced on 14 March 2016 and is yet to be completed. Rajah & Tann Singapore is also advising Heinemann Asia Pacific Pte Ltd, a wholly-owned subsidiary of Gebr Heinemann, in respect of its acquisition of up to approximately 25 percent equity interest in DFZ Capital Berhad, a subsidiary of SGX-listed Duty Free International Ltd, from Duty Free International. Gebr Heinemann is the only family-run business among the global players of the travel retail industry and one of the top players on the international travel retail market, as well as the leader on the European market. DFZ Capital is the largest multi-channel duty free and duty paid retailing group in Malaysia. On completion of the transaction, Heinemann will own 10 percent plus one share of the equity interest in DFZ Capital, with options to purchase up to an additional 15 percent of the equity interest in DFZ Capital. As part of the transaction, Heinemann will have extensive rights for the purchase and exclusive supply of certain product categories to DFZ Capital. The deal was valued up to €52.21 million (US$58.5m). Partners Abdul Jabbar and Lee Xin Mei are leading the transaction which was signed on 17 March 2016 and is yet to be completed. Partner, Yau Yee Ming, from Christopher & Lee Ong (a member of the Rajah & Tann network) is also a lead Partner in this transaction. Ropes & Gray has advised HongDao Advisors in respect of recent investments. In February 2016, HongDao investment funds invested over US$10 million in Lagou Information Ltd and subscribed for newly issued Series C preferred shares of the company. Lagou Information is focused on online human resources solutions in China. In January 2016, HongDao also invested over US$8 million by purchasing outstanding shares from the existing shareholders and subscribing for newly issued Series B1 preferred shares of WeBus Holding Ltd, a leading developer of real-time transport timetable applications for the China market. With over US$200 million under management, HongDao targets investments in high-growth early-stage companies, with a focus on new technology, internet finance, big data, mobile apps, content and entertainment. Shardul Amarchand Mangaldas & Co has advised GE in respect of the sale of the 100 percent stake of its finance ventures in India, namely GE Capital Services India and GE Money Financial Services Private Ltd, to a consortium of Mr Pramod Bhasin, Mr Anil Chawla and AION Capital. Executive chairman Shardul Shroff and partner Shruti Kinra led the transaction which was announced on 22 March 2016 and is subject to regulatory approval. Shearman & Sterling also advised the sellers. Allen and Overy and Cyril Amarchand Mangaldas advised the buyers. Shearman & Sterling has advised HKSE-listed ChinaSoft International Ltd in respect of its issuance of the convertible notes due 2019 to the subscriber Huarong International Asset Management Growth Fund LP (Huarong Growth Fund), a limited partnership established in the Cayman Islands by Huarong International Asset Management Great China Investment Fund Ltd (Huarong Asset Management). ChinaSoft is a leading provider of comprehensive software and information services in China, with more than 29,000 employees distributed across the world. Huarong Asset Management is an indirect wholly-owned subsidiary of HKSE-listed Huarong International Financial Holdings Ltd, a financial conglomerate providing brokerage services on securities, investment banking, futures and asset management. Hong Kong M&A partner Stephanie Tang led the transaction. Shearman & Sterling has also advised Merrill Lynch, Pierce, Fenner & Smith Inc and Deutsche Bank Securities Inc as joint global coordinators and joint book-runners in respect of Hutchison China MediTech Ltd’s (Chi-Med) US IPO of American depositary shares on the NASDAQ Global Select Market. Upon completion, the ordinary shares of Chi-Med will continue to be traded on the AIM market of the London Stock Exchange. Majority-owned by HKSE-listed CK Hutchison Holdings Ltd, Chi-Med is a China-based, globally-focused healthcare group that researches, develops, manufactures and sells pharmaceuticals and health-related consumer products. Hong Kong capital markets partner Matthew Bersani led the transaction. Slaughter and May has advised Union Medical Healthcare Ltd (UMH) in respect of its global offering and listing on the Main Board of the HKSE. The global offering consisted of a Hong Kong public offering and a concurrent Rule 144A/Regulation S placement and raised approximately HK$706 million (US$91m) before the exercise of the over-allotment option. The firm also advised the underwriters, including Credit Suisse (Hong Kong) Ltd, Haitong International Securities Company Ltd and CIMB Securities Ltd, as to US and Hong Kong laws on the global offering. UMH is an aesthetic medical service provider that focuses on providing aesthetic surgical procedures, minimally invasive procedures and energy-based procedures in Hong Kong and Greater China. UMH shared commenced trading on the HKSE on 11 March 2016. Partners Benita Yu, John Moore and Charlton Tse led the transaction. |
Deals – March 23, 2016
Allen & Gledhill has advised Singtel Group Treasury Pte Ltd (Singtel Group Treasury), as issuer, and Singapore Telecommunications Ltd (Singtel), as guarantor, in respect of the issue of S$250 million (US$183.6m) fixed rate notes due 2023 by Singtel Group Treasury under its S$10 billion (US$7.3b) guaranteed euro medium term note programme. Partners Yeo Wico, Bernie Lee and Sunit Chhabra led the transaction.
AZB & Partners has advised Voonik Technologies (P) Ltd in respect of its acquisition of Cloudset Technologies Pvt Ltd and Zohraa Lifestyles Pvt Ltd. Partners Chetan Nagendra and Ravi Prakash led the transaction which was completed on 14 March 2016. Baker & McKenzie, through its Bangkok office and Singapore member firm Baker & McKenzie.Wong & Leow, has advised Siam City Cement Public Company Ltd (SCCC) in respect of its acquisition of the entire issued share capital of Cemex (Thailand) Co Ltd and Cemex Cement (Bangladesh) Ltd, companies engaged in the cement business in Thailand and Bangladesh, respectively. Listed on the Stock Exchange of Thailand, SCCC produces and distributes a wide range of cement and downstream products, along with support services. The Bangladesh and Thailand target companies operate certain cement producing assets and also supply cement and clinker in the region. Principal Lean Min-tze and partner Wittaya Luengsukcharoen led the transaction. Bird & Bird ATMD is acting for SGX-ST Mainboard-listed Lantrovision (S) Ltd in respect of its approximately US$127 million privatisation by way of a scheme of arrangement, pursuant to a cash offer by MIRAIT Singapore Pte Ltd, a direct wholly-owned subsidiary of Tokyo-listed MIRAIT Holdings. Lantrovision supplies, designs, installs and provides consultancy services on network integration and structured cabling for data centres. MIRAIT Holdings, together with its subsidiaries and associated companies, is a leading Japanese telecom construction engineering and services group specialising in communication facilities installation. Partner Marcus Chow, supported by partner Boey Swee Siang, is leading the transaction. Clifford Chance has advised COFCO International Ltd, a subsidiary of COFCO Corp, in respect of the successful closing of its US$750 million acquisition, including through its affiliates, of the remaining 49 percent stake in global agricultural trading and processing platform Noble Agri Ltd from SGX-listed Noble Group Ltd. Following the acquisition, Noble Agri will be renamed as COFCO Agri Ltd and will serve as the principal international origination platform for COFCO group. The firm also advised COFCO on its strategic partnership with a consortium of international financial investors in providing equity funding for the acquisition. The consortium will hold a minority interest in an affiliate of COFCO International that acquired the 49 percent stake in Noble Agri. Beijing partner Terence Foo, assisted by partners Raymond Tong, Ling Ho, Anthony Wang and Richard Blewett, led the transaction. Cyril Amarchand Mangaldas has advised Kotak Mahindra Group in respect of its investment management arrangement with the Canada Pension Plan Investment Board under which investments will be made in special situations and distressed credit opportunities in India. The agreement facilitates a total investment of up to US$525 million, with Canada Pension Plan Investment Board having the option to invest up to US$450 million. Mumbai corporate and investment funds partners Ashwath Rau and Ganesh Rao led the transaction. Canada Pension Plan Investment Board was advised by Freshfields Bruckhaus Deringer as international counsel. Cyril Amarchand Mangaldas has also advised Kotak Mahindra Group in respect of the establishment of an approximately US$250 million platform for investments in realty projects in India. Mumbai corporate and investment funds partners Ashwath Rau and Ganesh Rao also led the transaction. Clifford Chance acted as international counsel for the institutional investors. Davis Polk is advising UCAR Technology Inc in respect of its acquisition of shares in CAR Inc from Hertz and CAR founder Mr Charles Lu. Pursuant to the terms of the share purchase agreements, UCAR has conditionally agreed to acquire approximately 23.97 percent of CAR’s issued shares for approximately HK$5.26 billion (US$678.3m). UCAR and its other group companies are primarily engaged in providing chauffeured car services in China through its internet and mobile platforms. HKSE-listed CAR is the largest car rental service provider in China. Partners Paul Chow and Li He led the transaction which is subject to a number of conditions precedent. DLA Piper has represented Kerry Logistics Network Ltd in respect of the proposed acquisition by its wholly-owned subsidiary, Kerry Logistics Holding (US) Ltd, of the entire issued and outstanding membership interests of KLN Investment (US) LLC for approximately US$88 million, with the purchase price subject to certain post-closing adjustments. Through its ownership of KLN US, Kerry Logistics will own 51 percent of the shareholding in each of KLN US’ 14 US subsidiaries. KLN US was one of the top ten non-vessel operating common carrier companies in the US in 2014. With over 20 years of experience in the industry, KLN US provides ocean freight, air freight, trucking, customs broker, logistics and warehousing services, and specialises in trans-pacific trade. The acquisition will provide a very strong foothold for Kerry Logistics to extend its international freight forwarding coverage in the US, which will help support the trade lane between Asia and America and strengthen the global international freight forwarding network of Kerry Logistics. Head of Corporate Asia Paul Chen and Hong Kong and Singapore partner Heng Loong Cheong led the transaction. The sellers were represented by Garth Osterman at the San Francisco office of Cooley. DLA Piper has also acted for Asia Pacific Medical Group (APMG), a leading Asian private hospital operator, and its management shareholders in respect of the sale of control to Bain Capital. APMG provides a range of primary care and specialty services, with a focus on neurology and oncology. Hong Kong partner Gloria Liu led the transaction. Bain Capital was represented by the Hong Kong office of Kirkland & Ellis. ELP has advised Ambit Pragma Fund in respect of its partial exit from Spear Logistics Private Ltd by selling a part of its stake to FM India Supply Chain Private Ltd, an Indian subsidiary of a French logistics company. Partners Suhail Nathani and Darshan Upadhyay led the transaction which closed on 17 March 2016. Jones Day has advised Deutsche Equities India Private Ltd, Edelweiss Securities Ltd, ICICI Securities Ltd and SBICAP Securities Ltd in respect of the Government of India’s US$731 million offer for sale (OFS) of equity shares of NTPC Ltd, India’s largest state-run power producer. The transaction is the second largest OFS transaction for an Indian company in the last twelve months, through which the Government of India divested 5 percent of its equity stake in NTPC. It is also the first OFS transaction under the revised OFS guidelines of the SEBI issued on 15 February 2016, the largest equity capital markets transaction from India and largest private placement in Asia this year to date. New York capital markets partner John T Owen led the transaction. Jones Day has also advised Deutsche Equities India Private Ltd, Edelweiss Securities Ltd, ICICI Securities Ltd and SBICAP Securities Ltd in respect of the Government of India’s US$93 million Offer for Sale of equity shares of Engineers India Ltd, India’s state-owned design and engineering consultancy services provider. The transaction represented a divestment of 10 percent of the Government of India’s equity stake in Engineers India and was completed on 29 January 2016. Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is advising SB ISAT Fund, a fund set up by Japanese Softbank and Indonesian mobile telecom operator Indosat, in respect of the review of investment documents relating to a US$4 million Series C fund-raising round by Tech in Asia, the leading online media outlet in Asia covering technology and startups. Tech in Asia aims to build and support the startup ecosystem in Asia broadly through news, data, community and events. Partner Joshua Tan led the transaction. Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is also advising SB ISAT Fund, a fund set up by Japanese Softbank and Indonesian mobile telecom operator Indosat, in respect of the preparation of investment documents, such as a US$2 million convertible loan agreement relating to Qareer Group Pte Ltd. One platform under Qareer Group Asia is Qerja.com, Indonesia’s first online community for sharing salary and work condition information. Partner Joshua Tan also led the transaction. Kirkland & Ellis has represented Bain Capital in respect of the acquisition of a controlling interest in Asia Pacific Medical Group, a leading private hospital group in China that provides a range of primary care and specialty services with a portfolio of hospitals and clinics in China and other parts of Southeast Asia. Hong Kong corporate partners Nicholas Norris and Frank Sun led the transaction which was announced on 17 March 2016. Luthra & Luthra Law Offices has represented Mandala Capital in respect of obtaining approval from the Competition Commission of India (CCI) for its investment in Jain Irrigation Systems Ltd (JISL) and Jain Farm Fresh Foods Ltd (JFFF). The investment will allow two Mandala SPVs, namely Mandala Rose and Mandala PrimRose Co-Investment Ltd, to acquire up to 7.55 percent in JISL and up to 17.35 percent in JFFF. JFFF’s business spans food manufacturing whilst its indirect subsidiaries are also in food business activities. JISL manufactures micro irrigation systems, PVC pipes, HDPE pipes, plastic sheets, agro-processed products, renewable energy solutions, tissue culture plants, financial services and other agricultural inputs for the last 34 years. In the first stage, JFFF will raise INR402.2 crores (US$60.4m) from Mandala by issuing preferential equity shares and compulsorily convertible debentures (CCDs). Upon conversion of CCDs in five years, Mandala’s shareholding in JFFF is likely to increase up to 17.13 percent. In the second stage, JISL will raise INR289.8 crores (US$43.5m) by making preferential issue of CCDs with 5 percent annual coupon to Mandala. The CCDs will be converted into ordinary equity shares of JISL within 18 months from the date of allotment of share at INR80 (US$1.20) each or at such higher price as determined in accordance with the applicable SEBI norms. Partners GR Bhatia and Abdullah Hussain led the transaction. Maples and Calder has acted as Cayman Islands counsel to Sinco Pharmaceuticals Holdings Ltd in respect of its IPO and listing of 400 million shares on the HKSE. The shares were offered at HK$0.80 (US$0.103) each and the listing raised approximately HK$320 million (US$41.3m). Sinco Pharma is reportedly the third largest provider of marketing, promotion and channel management services in the PRC pharmaceutical industry. Partner Jenny Nip led the transaction whilst Shearman & Sterling acted as Hong Kong and US counsel. Skadden, Arps, Slate, Meagher & Flom acted as Hong Kong and US counsel for China Merchants Securities (HK) Co Ltd as the sole sponsor. MinterEllison has advised the New South Wales Government in respect of completing an extensive tender process to award the next licence to operate the Centralised Monitoring System (CMS) that monitors gaming machines across clubs and hotels in that State. The licence has been awarded to Maxgaming NSW Pty Ltd, a subsidiary of Tatts Group Ltd, for 15 years commencing on 1 December 2017. The CMS is an important regulatory tool, as all gaming machines in New South Wales clubs and hotels must be connected to the CMS to monitor and ensure the integrity of gaming machine operations and to calculate taxes payable on gaming machine revenues. Technology specialists partner Anthony Borgese, supported by partner Katrina Groshinski, led the transaction. Norton Rose Fulbright has advised SMIT Holdings Ltd in respect of its global offering and IPO on the Main Board of the HKSE, which are expected to raise up to HK$291 million (US$37.5m). SMIT Holdings is a venture capital backed technology company and a leading security devices provider for pay TV broadcasting access worldwide and for mobile point-of-sale payment systems in China. The company is headquartered in Hong Kong, with offices in Shenzhen, China and Munich, Germany. Haitong International Capital Ltd acted as the sole sponsor whilst Haitong International Securities Company Ltd acted as the sole global coordinator, sole book-runner and lead manager for the IPO. Hong Kong partners Psyche Tai and Allan Yee led the transaction. Norton Rose Fulbright has also advised Renhe Commercial Holdings Ltd in respect of its disposal of a property portfolio with an aggregate net asset value of RMB20 billion (US$3b). The portfolio involves 44 underground shopping malls across 24 cities in the PRC and constitutes a very substantial disposal for Renhe Commercial under the listing rules. Renhe Commercial is a China-based property development company mainly engaged in the development, leasing and management of underground shopping malls. Hong Kong partner Psyche Tai led the transaction. Rajah & Tann Singapore has acted for Anchor Resources Ltd in respect of its IPO and listing on the Catalist Board of the SGX-ST by way of a placement of 28.8 million shares at S$0.25 (US$0.18) per share. Upon completion of the placement, the market capitalisation of Anchor Resources is expected to be approximately S$69.9 million (US$51.1m). The Anchor Resources Group is principally engaged in the exploration, mining and production of gold for sale in Malaysia. Headquartered in Malaysia, the Group has concession rights to the Lubuk Mandi Mine and the Bukit Panji Property, both located in Terengganu, Malaysia. The Group has on-site processing facilities which utilises the gold treatment and extraction method of flotation, carbon-in-leach, electrowinning and smelting to produce gold. Partner Howard Cheam led the transaction. Shearman & Sterling has acted as US counsel for the Special Committee of the Board of Directors of China Nepstar Chain Drugstore Ltd, a leading retail drugstore chain in China, in respect of its going private transaction. Hong Kong M&A partner Stephanie Tang led the transaction whilst Maples and Calder acted as Cayman Islands counsel. Cleary Gottlieb Steen & Hamilton acted as US counsel whilst Mourant Ozannes acted as Cayman Islands counsel to the buyer. Shook Lin & Bok has acted as Singapore counsel to the lead arrangers in respect of the secured syndicated credit agreement to finance the US$37 billion leveraged acquisition of Nasdaq-listed Broadcom Corp by Singapore-incorporated and Nasdaq-listed Avago Technologies Ltd to form Broadcom Ltd (which is also listed on Nasdaq). Partners Liew Kai Zee, Pok Eu Jin and Prakash s/o Raja Segaran led the transaction which is reportedly the largest acquisition in the semiconductor industry to date. Siam City Law Offices Ltd has advised the committee members of a luxury condominium in Bangkok in respect of the opposition and request for the revocation of a summons to the Extraordinary General Meeting (EGM), as well as resolutions passed in said EGM, in addition to opposing a wrongful appointment of the committee members, and to refrain from registration of the new/additional committee members at the competent Land Office. In essence, the co-owners are requesting to revoke summoning of the EGM and all resolutions passed in the EGM. Partner Khun Vira Kammee led the transaction. Siam City Law Offices has also advised an accommodation renting company in respect of the unique issue of the “sale of a 30-day package” to its clients. The important aspect of this matter is that the sale of the membership package stay for 30 non-consecutive days at the property is being interpreted as ‘operating a hotel business’, and the renting company is clearly not in that business. The applicable laws relating to this issue is the Hotel Act and the Ministerial Regulations. Partner Khun Vira Kammee also led the transaction. Skadden is advising Anbang Insurance Group Co Ltd in respect of a revised binding and fully financed proposal, made together with JC Flowers & Co and Primavera Capital Ltd, to acquire all of the outstanding shares of common stock of Starwood Hotels & Resorts Worldwide Inc for US$78.00 per share in cash, an increase from the US$76.00 per share proposal made by the consortium on 10 March 2016. Partners Eileen Nugent (M&A), Audrey Sokoloff (Real Estate), Daniel Dusek (M&A Beijing), Michael Civale (M&A) and Stephanie Teicher (Banking) are leading the transaction. Skadden is also advising China-listed Shandong Hongda Mining Co Ltd in respect of its approximately US$300 million acquisition of 100 percent of Jagex Ltd, a leading game developer in the UK. Partners Peter Huang (Beijing), Daniel Dusek (Beijing), John Adebiyi (Hong Kong), Scott Hopkins (London) and Bruce Goldner (New York) led the transaction which was announced on 14 March 2016. Stephenson Harwood has advised KH Group Holdings Ltd in respect of the IPO and listing of approximately 100 million shares on the HKSE. The shares are offered at HK$0.95 (US$0.122) each. The company undertakes different types and sizes of foundations development projects and has engaged in various construction development projects in both public and private sectors. Managing partner Voon Keat Lai led the transaction. Vaish Associates is advising Hindustan Unilever Ltd in respect of an agreement for the sale of its rice exports business, carried out primarily under the brands ‘Gold Seal Indus Valley’ and ‘Rozana’, to LT Foods Middle East DMCC, a group company of LT Foods Ltd. The deal envisages transfer of the aforesaid brands and inventory. Partner Bomi F Daruwala is leading the transaction which was signed on 17 March 2016 and is subject to the approval of Competition Commission of India and fulfilment of certain conditions. Weerawong C&P has represented GE Capital Group, including its subsidiaries in Hong Kong, in respect of the sale of its stake in Alpha Capital Asset Management Co Ltd to a new strategic investor. The firm has advised GE Capital Group on transactions in Thailand since its entrance into the financial sector as a management company. Peangpanor Boonklum led the transaction which closed on 28 January 2016. WongPartnership is acting for Merit Stand Inc in respect of the approximately S$780 million (US$572.5m) voluntary conditional cash offer made by DBS Bank Ltd, for and on behalf of Merit Stand, to acquire all the issued and paid-up ordinary shares in the share capital of XinRen Aluminum Holdings Ltd, other than those shares owned, controlled or agreed to be acquired by Merit Stand at the date of the offer. Partners Mark Choy and Jason Chua are leading the transaction. WongPartnership is acting for MIRAIT Holdings Corp, a leading Japanese telecom construction engineering and services company listed on the first section of the Tokyo Stock Exchange, in respect of its proposed acquisition of Lantrovision (S) Ltd, a network integration and structured cabling company listed on the Main Board of the SGX-ST, by way of a scheme of arrangement undertaken by its wholly-owned subsidiary, Mirait Singapore Pte Ltd, for approximately S$175.3 million (US$128.7m). Managing partner Ng Wai King and partners Andrew Ang, Anna Tan, Monica Yip, Jeffrey Lim, Christy Lim and Tan Beng Lee are leading the transaction. |
Deals, March 17, 2016
Allen & Gledhill has advised Temasek Financial (I) Ltd as issuer and Temasek Holdings (Private) Ltd as guarantor in respect of the issue by Temasek Financial of €500 million (US$555.3m) 0.5 percent guaranteed notes due 2022 and €600 million (US$666.3m) 1.5 percent guaranteed notes due 2028 under the US$15 billion guaranteed global medium term note program established by Temasek Financial. The notes are unconditionally and irrevocably guaranteed by Temasek Holdings. Partners Yeo Wico, Wu Zhaoqi and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised TPG Capital in respect of the acquisition of a 50 percent stake in Myanmar Distillery Company, one of Myanmar’s leading spirits makers. Partner Chiam Tao Koon led the transaction. AZB & Partners has advised KKR Mauritius Cement Investments Ltd in respect of the acquisition by Dalmia Bharat Ltd (DBL) of approximately 15 percent equity stake of KKR in Dalmia Cement (Bharat) Ltd and the acquisition by KKR of 8.5 percent stake in DBL. Partner Ashwin Ramanathan led the transaction which was valued at approximately INR12.15 billion (US$180m) and was completed on 9 March 2016. AZB & Partners is also advising Asia Climate Partners (ACP), through one of its group entities Sabr India Investment Ltd, in respect of ACP’s acquisition of a significant minority equity stake in Swastik Roadlines Private Ltd from, inter alia, India Equity Partners. Partner Gautam Saha is leading the transaction which was signed on 15 February 2016 and is yet to be completed. Clifford Chance has advised New World Development’s subsidiary NWS Holdings Ltd and Chow Tai Fook Enterprises Ltd in respect of a joint venture with US aircraft leasing company Aviation Capital Group Corp to form Bauhinia Aviation Capital Ltd. The JV’s initial capital commitment of US$600 million will be used to build a portfolio of approximately 50 commercial aircraft. Partner Cherry Chan, supported by partner Paul Greenwell, led the transaction. Cyril Amarchand Mangaldas is advising UltraTech Cement Ltd in respect of the proposed acquisition of identified cement assets from Jaiprakash Associates Ltd and its subsidiaries Jaypee Cement Corp Ltd and Jaypee Power Ventures Ltd. A binding memorandum of understanding for the proposed acquisition has been signed between the parties on 28 February 2016, pending execution of definitive agreements and regulatory approvals. UltraTech Cement will be acquiring 12 assets located across six states upon completion of the transaction which would add 22.4 MTPA cement capacity to UltraTech’s cement base, making this the largest acquisition in the Indian cement industry. The total enterprise value attributed to the assets is INR16,500 crores (US$2.45b). The deal also includes sale of certain units that are currently under implementation for which UltraTech Cement will be paying an additional INR470 crores (US$70m). Partners Vandana Shroff, Tushar Mavani, Aarti Joshi and Nisha Kaur Uberoi are leading the transaction. Cyril Amarchand Mangaldas has also acted as Indian counsel to Plutus Financials Pvt Ltd, a special purpose vehicle set up by former GE veterans Pramod Bhasin and Anil Chawla with financial co-investment by Aion Capital Partners (a strategic partnership between Apollo Global and ICICI Ventures) to acquire the entire shareholding of GE Capital Services India and GE Money Financial Services Private Ltd from their respective shareholders. Partners Raghuram Raju, Nivedita Tiwari, Raghuram Raju, Harry Chawla and Nisha Kaur Uberoi led the transaction whilst Allen and Overy London acted as English counsel for Plutus Financials Pvt Ltd and Aion Capital Partners. Duane Morris & Selvam has acted as US counsel to the President of India, represented by and acting through the Ministry of Shipping, Government of India, in respect of the sale of approximately INR11.4 billion (US$169.2m) worth of equity shares in Container Corp of India Ltd in an offer for sale on the stock exchanges in India pursuant to Regulation S and Rule 144A under the Securities Act of 1933, as amended. Jamie Benson, head of the US securities law practice and of the India practice desk, led the transaction. Herbert Smith Freehills has advised MIE Holdings Corp in respect of the disposal of 60 percent of its indirectly wholly-owned subsidiary, Palaeontol BV, to Reach Energy Berhad for approximately US$154.9 million. Palaeontol indirectly holds oil and gas assets in southwest Kazakhstan. The share sale and purchase agreement was signed on 5 March 2016 and the transaction is expected to complete later this year. HKSE-listed MIE Holdings is a leading independent upstream oil and gas company principally engaged in the exploration, development, production and sale of crude oil and other petroleum products in China, Kazakhstan and the US. Reach Energy is an oil and gas special purpose acquisition company listed on the Malaysia Stock Exchange. The proposed acquisition will be the first oil and gas asset to be owned by Reach Energy. Partner Hilary Lau, assisted by partners Tom Chau (capital markets), Monica Sun (energy) and Fergus Smith (finance), led the transaction. HSA Advocates has advised Tata Power Renewable Energy Ltd (TPREL), a 100 percent subsidiary of Tata Power, India’s largest integrated power company, in respect of a share purchase agreement with Indo Rama Renewables Ltd (IRRL) to acquire its 100 percent subsidiary Indo Rama Renewables Jath Ltd (IRRJL) which owns a 30MW wind farm in Sangli District of Maharashtra. The transaction shall be consummated within the next few weeks. The wind farm, which has been fully operational since July 2013, has a long-term power purchase agreement with Maharashtra State Electricity Distribution Ltd and is registered under the generation-based incentive scheme of the Ministry of New & Renewable Energy. With this acquisition, Tata Power’s total generation capacity will increase to 9,130MW and its operational wind power generation capacity to 570MW. TPREL also has 250MW of wind projects under construction across Gujarat, MP and AP. Associate partner Deepak Kumar Thakur led the transaction. Shardul Amarchand Mangaldas & Co advised IRRL. Khaitan & Co has advised automotive lamps manufacturer Rinder Industrial SA in respect of the acquisition by Minda Industries Ltd of Rinder’s global lighting business. The transaction involves the acquisition of 100 percent stake in Rinder India Private Ltd, 100 percent stake in Light Systems and Technical Center in Spain, and 50 percent stake in Rinder Riducu in Colombia for a total consideration of €20 million (US$22.2m). Partner Rabindra Jhunjhunwala and associate partner Surbhi Kejriwal, assisted by partner Bijal Ajinkya, led the transaction. Khaitan & Co has also advised Lupin Ltd in respect of a corporate guarantee provided by Lupin to secure the obligations of its subsidiaries under an US$880 million bridge financing availed from JP Morgan Chase Bank NA to purchase all of the outstanding equity interests in Gavis Pharmaceuticals LLC, Novel Laboratories Inc and VGS Holdings Inc and one share of Novel Clinical Research (India) Private Ltd. This is one of the largest acquisitions offshore by a company in the pharmaceutical sector. Lupin is a transnational pharmaceutical company based in Mumbai. It is the seventh largest company by market capitalization and the 10th largest generic pharmaceutical company by revenue globally. Associate partner Manisha Shroff led the transaction. Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is advising Infocomm Investments Pte Ltd in respect of its tie-up with Ascendas Land International Pte Ltd and Shenzhen Runyang Capital Investment Company Ltd to run an accelerator known as Airmaker to be the conduit for start-ups which develop “Internet of Things” or “IoT” solutions addressing Asia as a key market initially. Infocomm Investments is the investment arm of Infocomm Development Authority of Singapore whilst Ascendas Land International is a member of the Ascendas-Singbridge Group. Partner Joshua Tan led the transaction. Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), has also advised Singapore-based on-demand grocery concierge and delivery service HonestBee in respect of the drafting and review of shareholder’s agreement, subscription agreement, partnership agreement, master services agreement, licence agreement, employment agreements, trademark application, privacy policy and terms and conditions of the application and website. Partner Joshua Tan also led the transaction. Luthra & Luthra Law Offices has acted for ICICI Securities, Jefferies and JP Morgan as the underwriters in respect of the IPO of Quick Heal Technologies Ltd. With a total size of approximately INR4.5 billion (US$66.8m), the IPO consisted of a fresh issuance of equity shares by Quick Heal, as well as an offer for sale by some of its promoters and Sequoia Capital, an existing investor. Quick Heal is the first provider of security software products and solutions to undertake an IPO in India. The transaction is also one of the first to be completed after the notification of the new settlement mechanism for IPOs, reducing the timeline between issue closing and commencement of trading of shares to six working days, as opposed to the earlier timeline of 12 working days, and making it mandatory for all investors (except anchor investors) to use the ASBA facility for making payments. Partner Manan Lahoty led the transaction. Rajah & Tann Singapore has acted in the acquisition by Malaysian-listed Daya Material Berhad of a US$120 million offshore subsea construction vessel through its Singapore subsidiary, Daya Global 1 Pte Ltd, as well as the financing of the vessel. The acquisition of the 2013 built vessel, now registered under Singapore flag, was partly financed under a shariah compliant financing structure. Partner and head of ship finance Juliana Yap led the transaction. Rajah & Tann Singapore has also acted for SGX Catalist Board-listed Fuji Offset Plates Manufacturing Ltd in respect of its US$4.2 million loan and investment to Star City Development Co Ltd in a joint venture of a property development project relating to two plots of land in Phnom Penh, Cambodia priced at approximately US$42 million on which Star City intends to build residential and commercial units for sale. Fuji Offset is primarily engaged in the manufacture and sale of pre-sensitized offset plates as well as investment holding business. Partner Danny Lim led the transaction. Shardul Amarchand Mangaldas & Co has advised Suez Environnement and Degremont in respect of the acquisition of majority stake in Driplex Water Engineering and Driplex Water Engineering International. Suez is a France-based €15 billion (US$16.7b) business group and a global leader in management solutions for the entire water and waste cycle. Partner Amit Kumar, assisted by partner Saurav Kumar, led the transaction which closed on 1 March 2016. Shearman & Sterling has advised Sinco Pharmaceuticals Holdings Ltd in respect of its global offering and IPO on the Main Board of the HKSE. China Merchants Securities (HK) Co Ltd acted as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager. Sinco Pharmaceuticals is the third largest provider of marketing, promotion and channel management services in the PRC pharmaceutical industry. Hong Kong capital markets partners Alan Yeung and Paloma Wang led the transaction. Shook Lin & Bok is acting for XinRen Aluminum Holdings Ltd in respect of a takeover by XinRen’s controlling shareholders for approximately S$782 million (US$566m). Upon completion of the takeover, XinRen will be delisted from the SGX Mainboard. Partners Wong Gang and Johnny Lim are leading the transaction. Skadden has advised China Merchants Securities (HK) Co Ltd as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager in respect of Sinco Pharmaceuticals Holdings Ltd’s HK$320 million (US$41m) IPO on the HKSE. Trade in the shares commenced on 10 March 2016. Sinco Pharmaceuticals is the third largest provider of marketing, promotion and channel management, or MPCM, services, in the PRC pharmaceutical industry and is the only provider of such services for imported plasma-based pharmaceuticals. Hong Kong partners Christopher Betts and Will Cai led the transaction. Trilegal is advising Godrej Consumer Products Ltd in respect of the acquisition from HKG Africa Weave Ltd of additional 39 percent shares in DGH Phase Two Mauritius and indirectly in Style Industries Ltd (Kenya), the wholly-owned subsidiary of DGH Phase Two Mauritius, by Godrej East Africa Holdings Ltd, a wholly-owned subsidiary of Godrej Consumer Products. Pursuant to this transaction, the shareholding of Godrej East Africa Holdings in DGH Phase Two Mauritius increased from 51 percent to 90 percent. Partner Kunal Chandra led the transaction which was signed on 9 March 2016. Dechert London is advising HKG Africa Weave. Withers has advised the State Bank of India in respect of a £300 million (US$424.6m) loan facility for the acquisition of The Old War Office, 57 Whitehall, London. Located in the heart of Westminster, the landmark property was acquired by The Hinduja Group in partnership with Spanish development company Obrascón Huarte Lain Desarrollos. The site will be converted into a luxury hotel. Partner David Dannreuther, assisted by real estate partner Paul Brecknell, led the transaction. The acquiring entity was represented by Norton Rose Fulbright. WongPartnership has acted for Frasers Hospitality Trust in respect of its establishment of a S$1 billion (US$724.2m) multicurrency debt issuance programme under a dual-issuer structure by FH-REIT Treasury Pte Ltd and The Trust Company (Asia) Ltd, as trustee of Frasers Hospitality Real Estate Investment Trust. Securities issued by FH-REIT Treasury will be guaranteed by The Trust Company (Asia) Ltd. Partners Hui Choon Yuen and Trevor Chuan led the transaction. WongPartnership has also acted for the lenders in respect of the grant of S$330 million (US$239m) term and revolving loan facilities to The Trust Company (Asia) Ltd, as trustee of Viva Industrial Real Estate Investment Trust, for the refinancing of loan facilities previously granted, inter alia, for the acquisition of properties in Singapore. Partners Christy Lim, Felix Lee and Angela Lim led the transaction. |
Deals – March 9, 2016
AZB & Partners has advised Enrich IT Inc in respect of the sale of its shareholding in its subsidiaries, namely Enrich IT Services Private Ltd and Enrich IT Solutions India Private Ltd, to an affiliate of DI US Holdings LLC. Partner Vivek Bajaj led the transaction which was completed on 28 January 2016.
Clifford Chance has advised Shanghai -listed SDIC Power Holdings Ltd, a subsidiary of State Development and Investment Corp, in respect of its acquisition of 40 percent of the equity interest from Genting Power in the Banten Project, a 660MW coal fired steam power station in Indonesia. Partner Terence Foo, supported by partner Tim Wang, led the transaction. Clifford Chance’s associated firm in Jakarta, Linda Widyati & Partners, led by partner Arisia Pusponegoro and assisted by partner Jiahua Ni, also advised on the transaction which is SDIC Power’s first outbound investment. Clifford Chance has also advised leading growth market investor Actis in respect of the sale of its stake in Plateno Hotel Group to Shanghai JinJiang International Hotels Development Co (Jinjiang Hotels), a Shanghai A-share listed subsidiary of Chinese state-owned enterprise Jinjiang Group. Formerly 7 Days Inn Group, Plateno is a leading Chinese budget and mid-range hotel chain. As a strategic investment, Jinjiang Hotels acquired an 81 percent equity stake in Plateno at an enterprise value exceeding RMB10 billion (US$1.54b) from Actis and other selling shareholders, including other prominent private equity funds active in the Greater China market. Actis first invested in Plateno in 2008 and committed additional capital in 2013 to facilitate the privatisation of Plateno’s listed entity from the NYSE. Together with the management team, Actis played a key role in Plateno’s corporate development and transformed it from an operator of 160 economy hotels into one of China’s leading hotel operators with over 2,500 hotels nationwide. Partner Terence Foo also led the transaction. Cyril Amarchand Mangaldas has advised the Department of Disinvestment, Ministry of Finance, Government of India in respect of the disinvestment in NTPC Ltd by the President of India (acting through the Ministry of Power) through the offer for sale (OFS) mechanism on the stock exchanges. The President of India divested five percent of its stake in NTPC comprising approximately 412.3 million shares, reducing his stake to 69.96 percent. This disinvestment was the first OFS after the OFS framework was amended by SEBI on 15 February 2016 to streamline the process further and encourage greater retail participation. In accordance with the revised framework, the OFS took place on 23 & 24 February 2016 and raised approximately INR5,014.55 crores (US$747m). Managing partner Cyril Shroff and Delhi partners Aarti Joshi and Gokul Rajan led the transaction whilst Dorsey & Whitney acted as international counsel. Jones Day was the international counsel to the brokers (i.e. SBICAP Securities Ltd, ICICI Securities Ltd, Edelweiss Securities Ltd and Deutsche Equities India Private Ltd). Cyril Amarchand Mangaldas has also advised Feedbridge Equity Holdings Ltd, an SPV of India Equity Partners, in respect of its exit from Swastik Roadlines Private Ltd and consequently its wholly-owned subsidiary Coldex Logistics Private Ltd thru the sale of its entire 27.97 percent shareholding in Swastik Roadlines to Sabr India Investment Ltd, a fund of Asia Climate Partners. Asia Climate Partners entered into a share subscription agreement (for subscribing to further shares in Swastik Roadlines), a separate share purchase agreement (to purchase shares from an existing promoter of Swastik Roadlines) and a shareholders’ agreement. Mumbai partner Ashwath Rau led the transaction which was signed on 15 February 2016 and is expected to close by 30 June 2016. Asia Climate Partners and Swastik Roadlines Private Ltd were advised by AZB & Partners Delhi and Verus Advocates, respectively. Davis Polk has advised the sole dealer manager in respect of a cash tender offer and consent solicitation by China Oriental Group Company Ltd as issuer for any and all of its outstanding US$111.4 million 7 percent senior notes due 2017. China Oriental is an integrated iron and steel manufacturer in China, with a total production capacity of approximately 11 million metric tons of crude steel per annum. Partner William F. Barron led the transaction. Davis Polk is also advising HKSE-listed China Resources Beer in respect of its agreement with AB InBev to acquire the 49 percent interest in China Resources Snow Breweries held by SABMiller for US$1.6 billion. The acquisition is subject to a number of conditions precedent, including obtaining regulatory approval. China Resources Snow Breweries and its subsidiaries are principally engaged in the production, sales and distribution of beer product and is currently a 51 percent subsidiary of China Resources Beer. Partner Paul Chow led the transaction. Dhir & Dhir Associates has advised Indian Renewable Energy Development Agency Ltd, a Government of India undertaking, in respect of the public issue 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 INR1,716 crores (US$254.6m). The issue was subscribed five times of the base issue size on its opening day. The firm also advised the lead managers to the issue, 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. Partner Girish Rawat led the transaction. Dhir & Dhir Associates has also acted as lenders’ counsel to Power Finance Corp Ltd and Indian Renewable Energy Development Agency Ltd in respect of the approximately INR5.85 billion (US$86.7m) financial assistance to Orange Anantapur Wind Power Private Ltd for part financing the cost of implementing the 100.8MW wind power project at Tehsil Urvakonda, District Anantpur, Andhra Pradesh. Partner Girish Rawat also led the transaction. DLA Piper has represented Zhong Hong Zhuo Ye Group Co Ltd in respect of the acquisition of approximately 310.5 million shares, representing approximately 73 percent of the issued share capital of KEE Holdings Company Ltd. The deal was valued at approximately HK$700 million (US$90m) whilst the accompanied general offer of the remaining shares and options of KEE Holdings required funds of approximately HK$300 million (US$38.6m). The firm also represented Zhonghong on the financing for the acquisition and the general offer. The consideration for acquiring the shares and the funds required for the general offer amounted to approximately HK$1 billion (US$128.8m) which was financed by Zhonghong primarily through an investment agreement with China Orient Asset Management. Established in the PRC and headquartered in Beijing, Zhonghong is primarily engaged in real estate development in various provinces in the PRC. HKSE-listed KEE Holdings manufactures zippers and has a market capitalisation of approximately HK$780 million (US$100.4m). Under the investment agreement, Zhonghong issued, and China Orient subscribed, exchangeable notes in the amount of HK$680 million (US$87.6m), exchangeable into shares in KEE Holdings. To secure the performance of the exchangeable notes, Zhonghong charged some of its assets in favor of China Orient and provided a corporate guarantee. Capital market and corporate partner Melody He-Chen, supported by partners Lillian Duan, Mike Suen and Paul Lee, led the transaction. Sidley Austin represented China Orient International Asset Management on providing financing for the transaction. Gibson, Dunn & Crutcher has represented AP Renewables Inc, a subsidiary of Aboitiz Power, in respect of the PHP10.7 billion (US$228m) issuance of the first Climate Bond in Asia and the Pacific. The issue is backed by Asian Development Bank with credit guarantee investment facility support. Bank of the Philippines Islands acted as lead arranger and sole underwriter. The landmark transaction is also the first Climate Bond for a single project in an emerging market. It also represents the first project bond issued in local currency in the Philippines power sector and is the first credit-enhanced project bond in Southeast Asia (other than Malaysia) since the 1997-1998 Asian financial crisis. Hong Kong partner Patricia Tan Openshaw led the transaction whilst SyCip Salazar Hernandez & Gatmaitan acted as Philippine counsel to Aboitiz. The lender group is represented by Freshfields Bruckhaus Deringer as international counsel and by Picazo Buyco Tan Fider and Santos as local counsel. Gide has advised the Agricultural Bank of China (ABC), one of China’s Big Four banks, in respect of the establishment, along with the Congolese government and other public and private partners, of the Sino-Congolese Bank for Africa (BSCA), a new universal commercial bank in the Republic of Congo. The landmark transaction is ABC’s first overseas joint venture bank project and creates the first Sino-African green-field bank which aims to expand its business to members of the Economic Community of Central African States and other African countries. BSCA represents an initial investment of US$100 million, with ABC holding a 50 percent stake, and was created at the prompting of the Chinese and Congolese heads of state. Partner Thomas Urlacher led the transaction. Herbert Smith Freehills has advised Mitsui & Co Ltd in respect of its acquisition of a 25 percent interest in Norway’s Oslo Stock Exchange-listed Hexagon Composites ASA for approximately NOK833 million (US$98m). Hexagon is a market leader in the production of lightweight carbon fibre composite pressure cylinders for gas storage and transportation. Tokyo corporate partner Lex Papasolomontos, assisted by partner Baard Bale, led the transaction. J Sagar Associates has represented Singer India Ltd before the Delhi High Court in respect of an order passed by the Appellate Authority for Industrial & Financial Reconstruction which relied on the 2012 decision of a Division Bench of Delhi High Court in “Continental Carbon India Ltd vs Modi Rubber Ltd”. In the Modi Rubber decision, the Court held that an unsecured creditor has the option not to accept the scaled down value of its dues and to wait till the scheme for rehabilitation of the company has worked itself out, with an option to recover the debt with interest post such rehabilitation. Singer India questioned the Modi Rubber decision, being per incuriam and therefore not a binding precedent. The Division Bench of Delhi High Court accepted Singer India’s challenge and referred the issue to a Larger Bench of Delhi High Court. This is a landmark judgment, as the Larger Bench will now decide the scope of powers of the Board for Industrial & Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act 1985 to propound a scheme for rehabilitation, which may provide for scaling down the debt of creditors without their consent. Partner Amar Gupta led the transaction. Khaitan & Co has advised Borosil Glass Works Ltd in respect of the acquisition of 100 percent stake in Hopewell Tableware Private Ltd. With this acquisition, Borosil will enter into the opal dinnerware business and capture potential synergies with its existing business. A listed public company incorporated in 1962, Borosil is the market leader for laboratory glassware and microwavable kitchenware in India. Partner Rahul Dutt led the transaction. Khaitan & Co has also advised Dhunseri Petrochem Ltd in respect of its equal joint venture with Indorama Ventures Public Company Ltd (IVL) to manufacture and sell PET resins for Indian domestic markets and for exports. IVL will acquire a 50 percent stake in a carved out entity of Dhunseri, with an effective capacity of 480,000 tonnes polyethylene terephthalate (PET) manufacturing plant in Haldia, West Bengal whilst Dhunseri will purchase a 50 percent stake in the Micro Polypet Private Ltd, a company owned by IVL in the North Indian State, Haryana. Dhunseri is one of the largest PET resin producers in India. Partner Haigreve Khaitan and associate partner Surbhi Kejriwal, assisted by executive director Daksha Baxi and partners Aniket Agarwal, Avaantika Kakkar and Abhishek Sharma, led the transaction. Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), has advised several government-linked organisations and a global accelerator, namely SPH Media Fund, Plug and Play and Infocomm Investments, in respect of a media and technology-focused accelerator programme to build a strong pipeline of high growth, innovation-driven tech start-ups in addressing challenges that the media industry will face. SPH Plug and Play will invest S$30,000 (US$29,691) in each start-up company selected to participate in the accelerator programme. Partner Joshua Tan led the transaction. Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is advising Infocomm Investments Pte Ltd in respect of its tie-up with SP Capital Ltd for the setting up of an accelerator in the clean energy domain. SP Capital is the fund and investment arm of Singapore Powers Ltd whilst Infocomm is the investment arm of IDA. Partner Joshua Tan is leading the transaction. Shardul Amarchand Mangaldas has advised SBICAP Securities Ltd, ICICI Securities Ltd, Edelweiss Securities Ltd and Deutsche Equities India Private Ltd as the selling brokers in respect of the NTPC Offer for Sale (OFS) carried out on 23 and 24 February 2016 involving the sale of approximately 412.3 million equity shares constituting five percent of the equity shares of NTPC Ltd. This was one of the first OFS transactions completed after the amendment dated 15 February 2016, notified by the SEBI, pursuant to which the OFS trade is now undertaken over a period of two trading days, wherein non-retail investors are permitted to bid on the first day and retail investors and non-retail investors, who did not receive allocation on the first day, are permitted to bid on the second day of the OFS. Partner Prashant Gupta, supported by partner Sayantan Dutta, led the transaction, which was valued at approximately INR5,014.55 crores (US$747m), whilst Jones Day acted as the international counsel. Cyril Amarchand Mangaldas and Dorsey & Whitney acted as Indian and international legal counsels, respectively, to the seller. Shearman & Sterling is advising General Electric Corp (GE) in respect of the sale of GE Capital Services India (GE Capital) and GE Money Financial Services Private Ltd (GE Money), its commercial lending and leasing businesses in India, to a consortium of former GE Capital management backed by AION Capital Partners. Both GE Capital and GE Money offer services, including corporate loans, equipment leasing, as well as financings for healthcare equipment, aircraft, and auto lease in India. The buying consortium comprises former GE Capital executives Pramod Bhasin and Anil Chawla and AION Capital, a joint venture between ICICI and Apollo. The sale of GE’s commercial lending and leasing businesses in India marks an important step for this strategic global divestment, allowing GE to focus on its core manufacturing business. Partner Sidharth Bhasin (Singapore-M&A) and London partners Korey Fevzi (Finance), Simon Letherman (Tax) and Jeremy Kutner (M&A) are leading the transaction which is subject to customary regulatory approvals. Shearman & Sterling is also advising leading Japanese regional banks Fukuoka Financial Group Inc (FFG) and The Eighteenth Bank Ltd (Eighteenth Bank) in respect of a business integration involving filings with the US Securities and Exchange Commission. Upon completion, Eighteenth Bank will become a wholly-owned subsidiary of FFG, making it the largest regional bank in Japan in terms of total assets. The definitive agreement is expected to be executed in August 2016 whilst the share exchange is expected to be effective on 1 April 2017. Headquartered in Fukuoka, FFG’s coverage extends throughout the Kyushu region of Japan and covers the Fukuoka, Kumamoto and Nagasaki prefectures. Partner Masahisa Ikeda (Tokyo-Capital Markets) led the transaction. Shook Lin & Bok is acting for Pacific Star Development Group in respect of its proposed acquisition by LH Group Ltd for approximately S$140 million (US$101.2m). Upon completion, the proposed acquisition will result in a reverse takeover of the LH Group, which will transfer its listing from the SGX Mainboard to the Catalist board. Partner Gwendolyn Gn is leading the transaction. Sullivan & Cromwell is representing Anheuser-Busch InBev SA/NV (Belgium) in respect of its agreement to sell SABMiller plc’s (UK) 49 percent interest in China Resources Snow Breweries Ltd (CR Snow) to China Resources Beer (Holdings) Co Ltd, which currently owns 51 percent of CR Snow, in an agreement valuing SABMiller’s 49 percent stake in CR Snow at US$1.6 billion. Hong Kong partner Michael G DeSombre, assisted by partners Frank Aquila (New York) and George H White (London), is leading the transaction which was announced on 2 March 2016. Sullivan & Cromwell is also representing FilmYard Holdings LLC (US), parent company of MIRAMAX (US), in respect of beIN MEDIA GROUP’s (Qatar) acquisition of 100 percent of MIRAMAX. Los Angeles corporate partners Alison S Ressler and Rita-Anne O’Neill, executive compensation and benefits partner Matthew M Friestedt (New York), tax partner Ronald E Creamer Jr (New York) and IP partner Nader A Mousavi (Palo Alto) are leading the transaction which was announced on 1 March 2016. WongPartnership has acted for Heliconia Capital Management Pte Ltd, a wholly-owned subsidiary of Temasek Holdings, in respect of its investment in the Futuristic group, which manufactures furniture and store fixtures. Partners Mark Choy and Liang Weitan led the transaction. WongPartnership has acted for PricewaterhouseCoopers LLP in respect of its acquisition of StrategiCom Pte Ltd, a brand and corporate strategy consulting firm. Partners Mark Choy and Jeffrey Lim led the transaction. |