Allen & Gledhill has advised SIA Engineering Company Ltd (SIAEC) in respect of its joint venture with Airbus SAS and Airbus Services Asia Pacific Pte Ltd. In relation to the JV, SIAEC and Airbus have entered into an agreement to provide certain aftermarket maintenance, repair and overhaul services for Airbus aircraft in the Asia-Pacific. Partners Richard Young, Mark Quek, Fock Kah Yan, Daren Shiau and Kenneth Lim led the transaction.
Allen & Gledhill has also advised the seller in respect of the sale of a 50 percent stake in Myanmar Distillery Company for a price of between US$100 million and US$200 million. Myanmar Distillery is one of Myanmar’s leading spirits makers. Partners Minn Naing Oo and Oh Hsiu Hau led the transaction. AZB & Partners has advised Mr Analjit Singh and other entities forming part of the promoter group of Max Financial Services Ltd in respect of the sale by the promoters of approximately 9.95 percent equity stake in Max Financial Services to KKR. Partners Anil Kasturi and Niladri Maulik led the transaction which was valued at approximately INR9.5 billion (US$139.6m) and was completed on 18 February 2016. AZB & Partners has also advised ASK Group-ASK Real Estate Special Opportunities Fund IV in respect of the proposed acquisition in residential projects in Mumbai, Pune, Chennai, Bangalore, Delhi-NCR and Hyderabad by the ASK Group. Partner Sai Krishna Bharathan led the transaction which was valued at approximately INR14 billion (US$205.8m) and was completed on 14 January 2016. Baker & McKenzie is advising Link Real Estate Investment Trust (Link REIT) in respect of its agreed purchase of Trade and Industry Department Tower of No. 700 Nathan Road, Kowloon (formerly Argyle Centre Tower II) for HK$5.91 billion (US$760.4m). The property, a retail-cum-office building with connection to Mongkok MTR station, was sold by The Financial Secretary Inc of the Government by way of government open tender. Other than some leased shops on the ground floor, the remainder of the building, once occupied by government departments, is vacant. Completion is anticipated to take place in April 2016. Hong Kong/China real estate partner Debbie Cheung is leading the transaction. Cadwalader, Wickersham & Taft has advised The Vest Financial Group Inc, an investment company that provides options-based products and services, in respect of its majority stake acquisition by Chicago Board Options Exchange (CBOE). As a result of the acquisition, Vest becomes a majority-owned subsidiary of CBOE. China private equity partner Rocky T Lee led the transaction. Colin Ng & Partners has advised SUTL Marina Development Pte Ltd, a subsidiary of SUTL Enterprise Ltd, in respect of its joint venture with UEM Land Berhad to develop a private marina, mega yacht marina and public marina in Puteri Harbour Malaysia, under the ONE15 brand. As part of the agreement, the JV will also be involved in developing and operating a proprietary yacht club, a sports centre and other complementary businesses as part of a premium integrated marina project in the region. Partner Lisa Theng led the transaction. J Sagar Associates has represented GMS Pharma (Singapore) Pte Ltd in respect of its subscription to 25.1 percent of the equity share capital of Stelis Biopharma Private Ltd, a subsidiary of Strides Shasun Ltd (formerly known as Strides Arcolab Ltd). Strides will continue to hold 74.9 percent of the equity share capital of Stelis. The total investment of GMS in Stelis would be approximately US$22 million. Stelis is engaged in research and development of bio-therapeutic proteins, bio-similars, bio-betters and new biological products. Partner Sandeep Mehta led the transaction whilst DLA Piper Middle East, led by Dubai legal director Diwakar Agarwal, acted as international counsel. Stelis and Strides were represented by DSK Legal led by partner Raksha Kothari. Khaitan & Co has acted as fund counsel for the Electronics Development Fund (EDF), a ‘fund of funds’ managed by CVCFL and set up by the Department of Electronics & Information Technology (DeitY), Ministry of Communication & IT, Government of India, along with Canara Bank, with a corpus of approximately US$322 million. The fund intends to support its investee funds, including Early Stage Angel Funds and Venture Funds, to boost investments in Electronics System Design and Manufacturing, nano-electronics and IT and related sectors. EDF is the first ‘fund of funds’ to be registered under the AIF regime and sponsored by the DeitY. Partners Siddharth Shah and Bijal Ajinkya led the transaction. Khaitan & Co has also advised India Power Corp Ltd (IPCL) in respect of its agreement with Engie Global Developments BV to acquire shares of Meenakshi Energy Private Ltd, subject to customary approvals and consents. With a diversified portfolio of renewable and thermal modes of power generation, transmission, distribution & power trading, IPCL currently operates 95.2MW of wind assets in Rajasthan, Gujarat and Karnataka, 12MW coal-fired thermal power station at Dishergarh in Asansol, West Bengal and has also developed a 2MW grid-connected solar power plant along with West Bengal Green Energy Development Corp Ltd in Asansol. Partner Upendra Joshi and associate partner Gahan Singh led the transaction. Norton Rose Fulbright has advised Chinese leasing company ICBC Financial Leasing in respect of an innovative refinancing relating to two LNG vessels. This transaction, which involved a combination of a commercial facility, an ECA-backed facility and a bond offering, marked the debut collaboration by a Chinese financial lessor and The Export-Import Bank of Korea (KEXIM) to support the financing of high-end vessels built in Korea for use by leading global operators. The US$200 million bond offering, which is secured by the charterhire revenues from the LNG vessels, is believed to be the first of its kind in the debt capital markets. The commercial lender was Crédit Agricole Corporate and Investment Bank and the ECA lender was KEXIM. The bond offering was guaranteed by KEXIM and underwritten by Crédit Agricole Securities and Goldman Sachs. The LNG vessels, which are on lease, were purchased last year by entities related to ICBC Financial Leasing in a sale and leaseback transaction on which the firm also advised. Beijing and Shanghai partner Fei Kwok, supported by Hong Kong partners David Johnson and Davide Barzilai and New York partner Michael Flamenbaum, led the transaction. Rajah & Tann (Singapore) is advising 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 manufactures and sells pre-sensitized offset plates as well as investment holding business. Partner Danny Lim is leading the transaction which was announced on 26 February 2016 and is yet to be completed. Shardul Amarchand Mangaldas & Co has advised JK Tyre in respect of securing CCI approval for the INR2,195 crores (US$322.6m) acquisition of the tyre manufacturing plant of Birla Tyres at Laksar, Haridwar. Unconditionally approved by the CCI in the third week of February 2016, the transaction is unique as Kesoram Industries Ltd is selling only one of its tyre manufacturing plants to a competitor, i.e., JK Tyre. The transaction involved competition assessment of multiple markets, including some where parties’ market shares were considerable. Partner Aparna Mehra led the transaction. Trilegal has advised France-based Engie in respect of its agreement to sell its stake in Meenakshi Energy Private Ltd, held through its Netherlands vehicle, to Kolkata-based India Power Corp Ltd (IPCL). Partners Yogesh Singh and Neeraj Menon led the transaction whilst Shearman & Sterling acted as international counsel. Clifford Chance and Khaitan & Co advised IPCL. Weerawong C&P has represented Thailand-based oil retailer and wholesaler PTG Energy Public Company Ltd in respect of its first issuance of β1.5 billion (US$42m) unsecured and unsubordinated debentures to II & HNW. Krungthai Bank Public Company Ltd and CIMB Thai Bank Public Company Ltd have been appointed as the underwriters. Senior partner Veeranuch Thammavaranucupt led the transaction which closed on 19 February 2016 with full subscription. Weerawong C&P has also represented TCC Holding Co Ltd in respect of the €655 million (US$713m) acquisition from METRO Cash & Carry International Holding BV of METRO Cash & Carry Vietnam Ltd, the biggest foreign-owned player and a leading player in Vietnam’s modern grocery market with 19 cash & carry stores across 14 cities. Partners Weerawong Chittmittrapap and Sunyaluck Chaikajornwat led the transaction. Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has acted as external transaction counsel for Shell Overseas Holdings Ltd in respect of its US$66.3 million sale of its 51 percent interest in Shell Refining Company (Federation of Malaya) Berhad (SRC) to Malaysia Hengyuan International Ltd, a Labuan-incorporated subsidiary of Shandong Hengyuan Petrochemical Company Ltd. The sale marks the first overseas refinery acquisition by Shandong Hengyuan. Completion of the transaction will trigger a mandatory takeover offer for the remaining shares of SRC held by shareholders other than Shell, amounting to an additional US$63.7 million in value. Partner Munir Abdul Aziz led the transaction, supported by Baker & McKenzie Beijing led by partner Ms Bee Chun Boo. 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$125m). Partners Andrew Ang and Anna Tan are leading the transaction. WongPartnership has also acted for SGX-listed Cordlife Group Ltd in respect of the acquisition of approximately 4.17 million ordinary shares in CellResearch Corp Pte Ltd from CRC founders and the subscription for a Class A redeemable convertible note issued by CRC. Partners Vivien Yui and Lam Chung Nian led the transacti |
Deals – March 2, 2016
Deals – February 24, 2016
Allen & Gledhill has advised DBS Bank Ltd in respect of the issue of S$200 million (US$142.3m) 3.5 percent notes due 2023 by Ascendas Pte Ltd under its S$1 billion (US$711.5m) multicurrency medium term note programme. This is the first public Singapore-dollar bonds issue in 2016. DBS was appointed principal paying agent and, with Mizuho Securities Asia Ltd, Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd, joint lead managers and book-runners. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.
Appleby has acted as Cayman counsel to Fire Rock Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE with gross proceeds of approximately HK$51.2 million (US$6.6m). Fire Rock develops browser and mobile games from game design, programming and graphics, to the licensing of its self-developed games to licensed operators around the world. Hong Kong corporate partner Judy Lee led the transaction whilst Li & Partners and Shu Jin Law Firm acted as Hong Kong and PRC advisers. Locke Lord and Jingtian & Gongcheng were the Hong Kong and PRC counsels to the sponsors and underwriters. Appleby has also acted as Cayman counsel to Genscript Biotech Corp in respect of its listing on the Main Board of the HKSE with gross proceeds of approximately HK$524 million (US$67.5m). Genscript, a leading biology research service company, ranked first in the global gene synthesis service market and third in the global DNA synthesis service market in terms of revenue in 2014. The listing marks the second IPO in the area of DNA synthesis products on the HKSE. Hong Kong managing partner Francis Woo led the transaction. Peter Yuen & Associates (in association with Fangda Partners), Fangda Partners, Dorsey & Whitney, Mori Hamada & Matsumoto, De Brauw Blackstone Westbroek NV and Clayton Utz were the HK, PRC, US, Japan, Dutch and Australian counsels, respectively. Baker & McKenzie has advised China Eastern Airlines Corp Ltd (CEA) as the lessee and CES MU2 LLC, a special purpose trust incorporated in the state of Delaware, as the issuer in respect of the offerings of approximately US$184.7 million secured notes due 2026 guaranteed by the Export-Import Bank of the United States (US Ex-Im Bank). The proceeds from the offering were used to re-finance certain US Ex-Im loans for the leasing of a new Boeing 777-300ER and a new Boeing 737-800 aircraft. HSBC was the sole book-runner and structuring agent for the transaction. The final coupon rate was the lowest print for EXIM-guaranteed bond of a similar maturity over the last two years. CEA is an international and domestic airline based in Shanghai and is one of the three largest air carriers in China. It is the first Chinese airline listed on the Shanghai Stock Exchange, the HKSE and the NYSE. Shanghai partner Harvey Lau led the transaction. Bird & Bird has acted for Eyeota in respect of its Series A round of fund raising and internal group restructuring. The transaction raised approximately US$6 million. Eyeota operates as an audience targeting data and data management technology company in the Asia-Pacific, Europe and Australia. It offers Eyeota, a cloud-driven data marketplace that helps publishers, agencies and advertisers to build, segment, monetize and protect their audience data. Partners Marcus Chow (Singapore) and Padraig Walsh (China and Hong Kong) led the transaction. Clifford Chance has advised GF Securities (Hong Kong) Brokerage Ltd as the sole placing agent in respect of Dalian Port Company Ltd’s proposed placement of up to approximately 1.48 billion new H shares under specific mandate. The first tranche of the placement was for approximately 1.18 billion shares subscribed by China Merchants Holdings (International) Company Ltd at the price of HK$3.67 (US$0.47). Dual-listed in Hong Kong and Shanghai, Dalian Port is the largest port in northeast China and 10th largest in the world. Partner Tim Wang led the transaction. Davis Polk has advised the underwriters in respect of an SEC-registered Schedule B debt offering by KEXIM of US$400 million 2.125 percent notes due 2021. Net proceeds from the offering will be used by KEXIM to extend loans to fund projects that promote the transition to low-carbon and climate-resilient growth. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partner Eugene C Gregor led the transaction. Davis Polk has also advised Morgan Stanley as global structuring agent and coordinator in respect of its SEC-registered offering in Taiwan of US$400 million fixed-rate senior notes due 2036. The notes were settled in Euroclear and Clearstream and are listed on the Taipei Exchange in Taiwan and offered in Taiwan to professional institutional investors. The underwriters for the offering were E Sun Commercial Bank Ltd, MasterLink Securities Corp and Yuanta Securities Co Ltd. Partners Christopher S Schell and Gregory S Rowland led the transaction. DLA Piper has acted as international counsel to the underwriters in respect of TeamLease Services’ INR423 crores (US$61.6m) IPO on the Bombay Stock Exchange and the National Stock Exchange of India. The IPO was 38-times over-subscribed and was one of the highest performing IPOs in recent times. TeamLease is now valued at over 40 times its 2015-16 estimated earnings, much higher than some global peers in similar businesses. Credit Suisse, IDFC Securities and ICICI Securities were the book-running lead managers for the issue. IDFC Securities Ltd, Credit Suisse Securities (India) Pvt. Ltd and ICICI Securities Ltd managed the offer. Established in 2002, Mumbai-based TeamLease is one of India’s largest, leading people supply chain companies. Cyril Amarchand Mangaldas acted as domestic counsel. AZB & Partners represented Teamlease as domestic counsel. Gibson, Dunn & Crutcher has represented Universal Pictures in respect of its multi-year financing agreement with China-based multi-media enterprise Perfect World Pictures. The partnership will begin this year and last five years or for the co-financing of 50 pictures. Legendary Entertainment will continue to finance select Universal titles. This deal represents the first time a Chinese non-SOE entertainment company will be working directly with a major US studio and the first time a Chinese company will invest in a multi-year slate deal with a major studio. Partner Stephen Tsoneff led the transaction which was announced on 17 February 2016. Perfect World was represented by Manatt, Phelps & Phillips. Khaitan & Co has advised Indo Phyto Chemicals and the seller in respect of the sale of 51 percent stake in Indo Phyto Chemicals to Sequent Scientific Ltd. Indo Phyto Chemicals is engaged in the manufacturing and marketing of active pharmaceutical ingredients (APIs), drug intermediates and finished formulations of steroidal hormones at its manufacturing facility at Uttarakhand. Partner Bharat Anand led the transaction. Khaitan & Co has also advised National Payment Corp of India (NPCI), a section 8 company, in respect of the approximately US$20 million private placement of equity shares. The offer under the issue was made to selected public sector banks, private sector banks, foreign banks with retail presence, multi-state co-operative banks and regional rural banks. The issue was undertaken to implement the directive of the Reserve Bank of India i.e. to broad base the shareholding of NPCI, being a systematic important company for payment banking organizations in India. NPCI is an umbrella organization for all retail payments system in India. It was set up with the guidance and support of the Reserve Bank of India and Indian Banks’ Association. Executive Director Sudhir Bassi and associate partner Madhur Kohli led the transaction. Kirkland & Ellis has represented the consortium of Bain Capital and GIC in respect of its purchase of a minority interest in QuEST, a global engineering solutions provider. The transaction includes the purchase of the stake held by Warburg Pincus, which invested in 2010, and purchases from certain other QuEST shareholders. Corporate partners Srinivas Kaushik, Pierre Arsenault and Xiaoxi Lin led the transaction which was announced on 18 February 2016. Mayer Brown JSM has acted as international counsel to the Asian Development Bank (ADB) and International Finance Corp (IFC) in respect of loans extended to Ooredoo Myanmar Ltd, a telecom provider in Myanmar. The US$300 million loan (US$150 million each from ADB and IFC) will be used to finance Ooredoo’s telecom infrastructure rollout that will provide a full range of fixed, mobile and data services across Myanmar. In 2013, only seven out of every 100 people had access to a mobile phone in Myanmar. Providing affordable, widely available telecom services to support economic growth and cut poverty has been a priority goal of the Myanmar government. Singapore finance partner Benjamin Thompson led the transaction. Norton Rose Fulbright has advised Standard Chartered Bank Singapore as documentation bank on behalf of a syndicate of lenders in respect of the approximately US$1.12 billion limited recourse project financing of the “Armada Olombendo” floating production, storage and offloading vessel (FPSO) for Bumi Armada Berhad. The financing is in relation to the acquisition, conversion, refurbishment, installation and other ancillary work for FPSO “Armada Olombendo” under a time charter contract with Eni Angola SpA. Upon completion, the FPSO will be chartered to Eni Angola and operated at the Block 15/06 East Hub oil field, offshore Angola. The FPSO is currently under conversion at Keppel Shipyard in Singapore. The syndicate of lenders comprised Standard Chartered Bank, Societe Generale, Natixis, Sumitomo Mitsui Banking Corp, Intesa Sanpaolo SpA, The Korea Development Bank, KFW IPEX-Bank GmbH, National Bank of Abu Dhabi, PJSC, Oversea-Chinese Banking Corp Ltd and Credit Industriel et Commercial. The facility agreement was signed on 23 December 2015 with a tenor of up to 12 years. The facility comprises a term loan facility, a letter of credit facility and a bank guarantee facility. The borrower is Armada Cabaca Ltd, a company incorporated in the Marshall Islands, owned by Bumi Armada Berhad, a Malaysia-listed company. Singapore partner Ben Rose, assisted by partner Robert Driver, led the transaction. Rajah & Tann is advising SGX Main Board-listed Dapai International Holdings Co Ltd in respect of its S$1.59 million (US$1.13m) private placement of shares in conjunction with a proposed reverse takeover involving the acquisition of a substantial stake in Smart Traffic Co Ltd and a transfer of the company’s Main Board listing to the Catalist Board. The placement proceeds will be utilised for payment of costs and expenses in connection with the reverse takeover. Dapai is one of the largest branded backpack companies in the PRC. Smart Traffic is a system integrator in Thailand which provides solutions based on contactless smart card and a wide range of cutting-edge software solutions and integrated hardware components. Partners Danny Lim and Mark Wong are leading the transaction which was announced on 16 February 2016 and is yet to be completed. Shearman & Sterling has advised Light Rail Manila Corp (LRMC) in respect of the development and financing of the Light Rail Transit 1 Cavite Extension project (LRT 1 project). The sponsors for the project are Metro Pacific Investments Corp, Ayala’s AC Infrastructure Holdings and Macquarie Infrastructure Holdings. The total project cost is P65 billion (US$1.36b), of which P24 billion (US$504m) will be financed by way of a limited-recourse loan from the bank market. The successful closing marks one of the largest infrastructure project financings in the Philippines to date. On 11 February 2016, LRMC signed a P24 billion (US$504m), 15-year Omnibus Loan and Security Agreement with a syndicate of Philippines banks, including Metropolitan Bank & Trust Co, Security Bank Corp and Rizal Commercial Banking Corp. LRMC also signed an EPC agreement with France’s Bouygues Travaux Publics and Alstom Transport for the LRT 1 project on the same day. Launched in 1987, the LRT 1 line is Metro Manila’s oldest elevated railway. Singapore Project Development & Finance partner Bill McCormack led the transaction. Sullivan & Cromwell is representing Sumitomo Metal Mining Co Ltd (Japan) in respect of its US$1 billion acquisition of an additional 13 percent interest in the Morenci Copper Mine (US) operated by Freeport-McMoRan Inc (US). New York corporate partner Sergio J Galvis is leading the transaction which was announced on 15 February 2016. WongPartnership is acting for Jurong Port Pte Ltd in respect of its joint venture with Oiltanking Singapore Ltd to develop, own and operate a new liquid bulk terminal in Jurong Port, Singapore for the storage and handling of clean petroleum products and chemicals. Partners Chan Sing Yee, Ameera Ashraf, Elaine Tan, Dorothy Marie Ng and Bonnie Wong are leading the transaction. WongPartnership has also acted for Barclays Bank plc in respect of the sale of its international offshore trust and fiduciary business to Zedra, an independent investor group led by the Sarikhani and Nielsen families. Partners Vivien Yui and Elaine Chan led the transaction. |
Deals – February 17, 2016
Allen & Gledhill has advised Housing and Development Board in respect of the issue of S$1 billion (US$712m) fixed rate notes due 2023 as Series 064 under its S$32 billion (US$22.8m) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Parkway Healthcare Indo-China Pte Ltd in respect of its joint venture with AMMK Medicare Co Ltd, Global Star Co Ltd and Macondray Holdings Pte Ltd to establish a 250-bed hospital in Yangon, Myanmar. The total investment value is estimated at US$70 million. The deal involved the JV company entering into a land lease arrangement with Myanmar’s Ministry of Health for land on which the hospital will be constructed and operated. The hospital project is 52 percent owned by Parkway and is its first investment into Myanmar. Partners Oh Hsiu Hau, Minn Naing Oo and Fock Kah Yan led the transaction. Allen & Overy is advising Axiata Group Berhad, one of Asia’s largest telecom companies, in respect of a transformational merger in the Bangladeshi telecom industry. The merger will result in the formation of the second largest mobile telecom company in Bangladesh, with a customer base of approximately 40 million, and is expected to be completed in the first half of 2016. The merger will see Axiata’s Bangladesh subsidiary, Robi Axiata, merge with Airtel Bangladesh, the Bangladesh subsidiary of leading India-based global telecom company Bharti Airtel. Upon completion, Axiata will hold a 68.7 percent controlling stake in the combined entity (operating as Robi Axiata), while Bharti will hold 25 percent. The remaining 6.3 percent will be held by NTT DOCOMO of Japan, an existing shareholder of Robi. Singapore partner Chris Moore, supported by Sydney partner Michael Reede, is leading the transaction. AZB & Partners is advising Bharti Airtel Ltd in respect of the agreement for the acquisition by Orange of 100 percent stake of Bharti’s subsidiaries, namely Airtel Burkina Faso SA, Airtel Mobile Commerce Holdings BV, Bharti Airtel Sierra Leone Holdings BV and Airtel Mobile Commerce (SL) Ltd, with operations in Burkina Faso and Sierra Leone. Partners Gautam Saha and Amrita Patnaik are leading the transaction which was signed on 12 January 2016 and is yet to be completed. Clayton Utz is advising ASX-listed Sundance Resources Ltd in respect of its pro-rata renounceable entitlement offer to raise up to A$16.5 million (US$11.7m). The offer is partially underwritten and offers shareholders a new share for every share held at an issue price of A$0.005 (US$0.0035) per share, together with a free attaching option for every share subscribed. Perth corporate partner Mark Paganin is leading the transaction. Conyers Dill & Pearman has acted as Cayman and BVI counsel to UMP Healthcare Holdings Ltd in respect of its HK$379 million (US$48.7m) IPO on the Main Board of the HKSE. Hong Kong partner Richard Hall led the transaction. Conyers Dill & Pearman has also acted as Cayman and BVI counsel to Hsin Chong Construction Group Ltd in respect of the issue of US$100 million six percent convertible bonds due 2017. Hong Kong corporate partner Anna Chong led the transaction. Cyril Amarchand Mangaldas has advised RMZ Infotech Private Ltd in respect of its acquisition of Equinox Business Park Private Ltd from Essar Group entities Equinox Business Parks Ltd and Imperial Consultants and Securities Private Ltd for an enterprise value of approximately INR2,400 crores (US$350.7m). Equinox Business Parks Private Ltd operates an IT/ITES business park known as the ‘Equinox Business Park’, formerly known as ‘Peninsula Techno Park’, situated on LBS Marg, off Bandra-Kurla Complex in Mumbai. The definitive agreements were signed on 3 February 2016 and the transaction is expected to close by July-September 2016. Bangalore corporate partner Reeba Chacko led the transaction which is reportedly one of the biggest office space deals in India. DSK Legal, led by partner Sajit Suvarna, advised the Essar Group entities. Cyril Amarchand Mangaldas has also advised Kotak Mahindra Bank Ltd and IDFC Bank Ltd in respect of the 9,250 rated, senior, listed, taxable, secured, redeemable, non-convertible debentures aggregating up to INR925 crores (US$135m) on a private placement basis for the development and operation of the 400 k/v D/C transmission line connecting Bongaigaon, Assam, Siliguri, West Bengal and Purnea, Biharsharif, Bihar by East North Interconnection Company Ltd, a Sterlite Group entity. The issuance is India’s first AAA (SO) rated infrastructure bond without any government guarantee along with longest tenure infrastructure bond in the private sector. Mumbai infrastructure and project financing partner Santosh Janakiram led the transaction. Davis Polk has advised the joint book-runners in respect of the Regulation S only offering by China Energy Reserve and Chemicals Group International Company Ltd of its US$400 million 6.125 percent bonds due 2019, with the benefit of a keepwell deed and a deed of equity interest purchase and investment undertaking provided by China Energy Reserve and Chemicals Group Company Ltd, a PRC state-controlled oil and gas trading, logistics and distribution and supply services provider. Partners Eugene C Gregor and Paul Chow led the transaction. Davis Polk has also advised Hangzhou Hikvision Digital Technology Co Ltd (Hikvision) in respect of its debut issue of €400 million (US$445.4m) 1.25 percent notes due 2019. The notes are to be listed on the Irish Stock Exchange. Headquartered in Hangzhou, Shenzhen-listed Hikvision is the largest provider of video surveillance solutions in the world in terms of revenue with an extensive sales and marketing network both domestically and internationally. Partner Paul Chow led the transaction. Dhir & Dhir Associates has advised Porbandar Solar Private Ltd in respect of the issuance of approximately INR1.27 billion (US$18.55m) ‘credit enhanced’ infrastructure non-convertible debentures. The debentures were partially guaranteed by India Infrastructure Finance Company Ltd and counter-guaranteed by the Asian Development Bank. The proceeds are proposed to be utilized, inter-alia, for refinancing its existing loans of its 15MW grid connected solar photovoltaic power plant at Kerala Village in Porbandar, Gujarat. Partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised Indian Renewable Energy Development Agency Ltd and India Infrastructure Finance Company Ltd in respect of the INR3.29 billion (US$48m) financial assistance to Mihit Solar Power Private Ltd for part financing the cost of implementing the 74MW solar photovoltaic power project at District Mansa in Punjab. Partner Girish Rawat also led the transaction. ELP is advising SAMHI Hotels Private Ltd in respect of its acquisition of the entire equity shareholding of Ascent Hotels Private Ltd, which owns the Hyatt Regency hotel in Pune, from its existing shareholders. Ascent Hotels is a joint venture between the Jatia Group, composed of Mr Adarsh Jatia and Bridgestone Developers Private Ltd, with 81 percent holding, and Pune-based Vascon Engineers with 19 percent holding. The first part of the acquisition is from the Jatia Group and then from Vascon. Simultaneous with the acquisition, Vascon also subscribed to optionally convertible redeemable debentures in Ascent Hotels. The Jatia Group transaction and the lending closed on 5 February 2016 whilst the Vascon transaction is in process. Partners Sujjain Talwar, Darshan Upadhyay and Babu Sivaprakasam and associate partners Aakanksha Joshi, Deep Roy and Okram Singha are leading the transaction. Veritas Legal, led by partner Abhijit Joshi, along with Ms Shyamalene Siqueira, is advising Ascent Hotels. Gide has acted as lead counsel on all PRC and French legal aspects for Dalian Canglong Optoelectronic Technology Co Ltd in respect of its acquisition of 70 percent of the equity interests in French high-tech company Almae Technologies SAS. Canglong Optoelectronic is part of the FiberHome Technologies Group, a major Chinese state-owned enterprise specialising in the manufacture of optical fibre and cable products for the IT and telecom industries. Its investment aims to boost the research, development and manufacturing of Almae Technologies’ photonic products in France and China. Partner Thomas Urlacher led the transaction. The French founders of Almae Technologies were advised by René Chardon of Lexae. Howse Williams Bowers has advised China Rongzhong Financial Holdings Company Ltd in respect of its up to HK$243 million (US$31.2m), upon exercise of the over allotment option, global offering and listing of its shares on the Main Board of the HKSE. Alliance Capital acted as the sole sponsor and, with First Shanghai, Haitong International and Huatai Financial, as the joint global coordinators, book-runners and lead managers. The shares commenced trading on the HKSE on 28 January 2016. The company is a leading finance leasing company in Hubei Province with the longest operating history among Hubei-based finance leasing companies. Corporate partner Brian Ho led the transaction. Howse Williams Bowers has also acted as Hong Kong counsel to UOB Kay Hian (Hong Kong) as the underwriter in respect of the HK$719 million (US$92.3m) 3-for-20 rights issue of Coolpad Group Ltd on 22 January 2016. Coolpad is a leading developer and provider of integrated solutions of smartphone sets, mobile data platform system and value-added business operations in the PRC. Corporate partner Brian Ho also led the transaction. J Sagar Associates is advising Reliance Infrastructure Ltd (RInfra) and Reliance Cement Company Private Ltd (RCCPL) in respect of the sale of 100 percent shares of RCCPL from RInfra to Birla Corp Ltd. Valued at INR48 billion (US$701m), the transaction is considered as one of the largest deals in the cement manufacturing space. RCCPL has an integrated cement capacity of 5.08 Mtpa at Maihar, Madhya Pradesh and Kundanganj, Uttar Pradesh and a grinding unit of 0.5 Mtpa at Butibori, Maharashtra. Partners Dina Wadia and Jamshed Bhumgara are leading the transaction which was signed on 4 February 2016 and is subject to regulatory approvals. Birla Corp was advised by Nishith Desai Associates led by Karan Kalra and Abhinav Harlalka. J Sagar Associates has also advised Au Financiers in respect of its proposed up to 100 percent stake sale in its wholly-owned subsidiary Au Housing Finance Ltd to Kedaara Capital and Partners Group. Partner Sidharrth Shankar led the transaction. Khaitan & Co has advised Housing.com in respect of an investment by an entity forming part of Softbank in Locon Solutions Private Ltd for US$15 million. Housing.com is one of the fastest-growing online real estate space. Partner Haigreve Khaitan and associate partner Vineet Shingal led transaction. Khaitan & Co has also acted as sole counsel to International Finance Corp (IFC) in respect of the updation of the shelf document (valid for one year) for its INR6,000 crores (US$876m) rupee “maharaja” bond programme listed on the NSE. The firm also acted as sole counsel in the issue, allotment and listing on the NSE of sub-tranche 2 of tranche 3 of 8.88 percent fixed rate rupee denominated, unsecured, non-cumulative, redeemable, listed non-convertible bonds in India comprising of separately tradable redeemable principal parts aggregating to INR183.6 crores (US$26.8m) under the programme. A member of the World Bank Group, IFC is the largest global development institution focused exclusively on the private sector in developing countries. Associate partner Manisha Shroff led the transaction. Kirkland & Ellis is representing the Special Committee of the Board of Directors of NYSE-listed Agria Corp, a global agricultural company, in respect of its review of an acquisition proposal from a buyer group led by the executive chairman Mr Guanglin Lai. The non-binding preliminary proposal was announced on 29 January 2016. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are leading the transaction. Kirkland & Ellis is also advising the Special Committee of NASDAQ-listed eLong Inc, a leading mobile and online travel service provider in China, in respect of its acquisition by a consortium that includes affiliates of Tencent Holdings Ltd, Ctrip.com and certain other existing shareholders of eLong. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are also leading the transaction which was announced on 4 February 2016. Latham & Watkins has represented IBS Software, a travel, transportation and logistics technology firm, in respect of global private equity firm Blackstone’s US$172 million investment for a minority stake in IBS Software. Partners Rajiv Gupta and Sin Chei Liang led the transaction. Majmudar & Partners has advised Nasdaq-listed Venaxis Inc in respect of its transaction with Strand Life Sciences Private Ltd under which Strand shareholders, as well as employees and directors who are Strand option-holders, will own directly and beneficially approximately 68 percent of Venaxis, with the current Venaxis shareholders owning the remaining approximately 32 percent. The transaction was structured as stock purchases of Strand shares from Strand shareholders by Venaxis, followed by an immediate re-investment of those sale proceeds by Strand shareholders into Venaxis’ common stock, to be completed in two closings. The transaction also involves purchase of substantially all of the assets and liabilities of Strand Genomics Inc by a Venaxis subsidiary. Venaxis is an in vitro diagnostic company which has focused on the clinical development and commercialization of its CE Marked APPY1 Test, a rapid blood-based test for appendicitis. Strand is a genomic profiling company that uses next-generation sequencing technology aimed at empowering cancer care. Partner Rukshad Davar led the transaction. Mayer Brown has represented Beijing Enterprises Holdings Ltd in respect of the approximately €1.4 billion (US$1.56b) acquisition from Swedish investor EQT of EEW Energy from Waste GmbH. The agreement for 100 percent shareholding is subject to clearance by Germany’s Federal Ministry for Economic Affairs and Energy. The transaction is expected to close by the end of February 2016. This acquisition is so far the largest Chinese direct investment in a German company. Beijing Enterprises is a listed company for channelling capital, technology and management expertise from international markets to Beijing´s development priorities. Headquarted in Helmstedt (Lower Saxony), EEW Energy from Waste Group is a leading company in the energy-from-waste sector with more than 1,000 employees at 18 sites in Germany, the Netherlands and Luxembourg. Dr Klaus W Riehmer (Frankfurt) and Chester C C Wong (Hong Kong, Corporate & Securities) led the transaction. Norton Rose Fulbright has advised Singapore-based AEP Investment Management (AEPiM) in respect of its acquisition of 41 George Street in the Brisbane CBD from two QIC funds. The 27-storey tower was sold for A$159.8 million (US$113.7m) to Basil Property Trust, a Shariah-compliant, cross-border business space fund managed by AEPiM. The real estate asset was keenly contested, as it was almost wholly leased to the State of Queensland and is situated in a precinct which is emerging as a new hub for entertainment, government and education. Partners Natalie Breen (Singapore) and Michael French (Brisbane), supported by partners Dale Rayner (Brisbane), John Moutsopoulos (Sydney) and Davide Barzilai (Hong Kong), led the transaction which was AEPiM’s first acquisition for Basil Property Trust in Australia. Proskauer has advised OCBC Bank as part of a consortium of firms in respect of selling an approximately 30 percent stake in Tsingda eEDU Corp. The consortium, which also included Asia-focused private equity firm RRJ Capital and Zurich-based investment fund Capvent, sold their shares to Chinese investors for approximately US$210 million. OCBC Bank made a near-threefold return on its investment in Tsingda in less than 18 months. Tsingda eEDU is a private education company that provides after-school online educational courses for elementary- to high school-age students across China. OCBC Bank was formed in 1932 and is the longest-established Singapore bank and the second-largest financial services group in Southeast Asia by assets. Partner Jay Tai led the transaction. Rajah & Tann (Singapore) has acted for Catalist-listed Moya Holdings Asia Ltd in respect of the proposed renounceable non-underwritten rights issue of up to approximately 1.58 billion new ordinary shares in the capital of the company at S$0.033 (US$0.023) for each rights shares, on the basis of five rights shares for every four existing ordinary shares in the capital of the company held by entitled shareholders as at the books closure date, to raise gross proceeds of approximately S$50.61 million (US$36m). The issue was managed by Canaccord Genuity Singapore Pte Ltd. The Moya Group is principally engaged in the investment and development of total water solutions. With a proximate focus on Indonesia, the Group has secured three build, operate and transfer projects under contract and development by its subsidiaries, PT Moya Bekasi Jaya, PT Moya Tangerang and PT Moya Makassar. Senior partner Goh Kian Hwee and partner Howard Cheam led the transaction. Rajah & Tann (Singapore) is also acting for Koh Brothers Group Ltd (KBGL) and its subsidiary Construction Consortium Pte Ltd (CCPL) in respect of CCPL’s sale of the entire issued ordinary shares in the capital of Koh Brothers Building & Civil Engineering Contractor (Pte) Ltd (KBCE) to Koh Brothers Eco Engineering Ltd (KB Eco), for approximately S$19 million (US$13.5m) to be satisfied through the issuance of new KB Eco shares. SGX-ST Main Board-listed KBGL is the ultimate parent company of CCPL and KBCE. KBGL also holds approximately 41 percent of the total issued shares in SGX-ST Catalist board-listed KB Eco. The core businesses of the KBGL Group comprise construction, building materials, real estate and leisure and hospitality. Partners Goh Kian Hwee and Lawrence Tan are leading the transaction which was announced on 7 January 2016 and is yet to be completed. Shearman & Sterling has advised Toyota Motor Corp in respect of its US$3 billion buyout of its subsidiary Daihatsu Motor Co Ltd. Daihatsu will become a wholly-owned subsidiary of Toyota by way of a share exchange which is expected to be completed in August 2016. The purpose of the agreement is to develop ever-better cars by adopting a unified strategy for the small car segment, under which both companies will be free to focus on their core competencies to help them achieve sustainable growth. Shook Lin & Bok is acting as Singapore counsel to TDK Corp in respect of the establishment of a US$3 billion Singapore-based joint venture with Nasdaq-listed Qualcomm Inc to provide industry leading radio frequency front-end modules and RF filters for mobile devices and for other fast-growing business segments, such as drones, robotics and automotive applications. Partner Ho Ying Ming is leading the transaction. Simpson Thacher is representing the sellers, led by FountainVest Partners, in respect of the merger of their portfolio company, Key Safety Systems (KSS), with Ningbo Joyson Electronic Corp. Joyson will acquire outstanding shares of KSS in a cash transaction valued at approximately US$920 million on an equity value basis. The combination will create a global leader in the automotive supplier business with pro forma combined worldwide sales of approximately US$3 billion. The merger is expected to close in the first half of 2016, subject to customary closing conditions, including regulatory approvals. FountainVest is a leading China-focused private equity firm. KSS is a global leader in the system integration and performance of safety-critical components to the automotive and non-automotive markets. Shanghai-listed Joyson is a leading global automotive supplier. Partner Leiming Chen is leading the transaction. Simpson Thacher is also representing the buyer consortium in respect of a going private transaction involving NYSE-listed China Ming Yang Wind Power Group Ltd, a leading wind energy solution provider in China, proposed by a consortium comprised of China Ming Yang chairman and CEO Mr Chuanwei Zhang, his spouse Ms Ling Wu, and certain of their affiliates, Anhui Zhongan Xinzhao Private Equity Investment LLP, Guangzhou Huifu Kaile Investment (LP) and Dajun Guangcheng (Shanghai) Capital Fund I LP. China Ming Yang has entered into an agreement with Zhongshan Ruisheng Antai Investment Co Ltd (a newly-formed PRC company owned by the consortium), Regal Concord Ltd (a BVI company owned by a wholly-owned subsidiary of Zhongshan Ruisheng) and Regal Ally Ltd (a Cayman Islands company wholly-owned by Regal Concord), pursuant to which Regal Concord will acquire China Ming Yang for US$2.51 per ordinary share or per American Depositary Share. The transaction values China Ming Yang’s equity at approximately US$408 million. The consortium intends to finance the proposed transaction with a combination of approximately US$127 million cash contributions from consortium members and up to approximately US$106 million debt financing. In addition, Mr Zhang, Ms Wu and certain of their affiliates, as well as certain other shareholders, will rollover their shares. The transaction is subject to customary closing conditions, including approval by China Ming Yang’s shareholders. Partner Leiming Chen is also leading the transaction. Skadden has advised the special committee of NYSE-listed China Ming Yang Wind Power Group Ltd’s board of directors, who independently evaluated the going private proposal, in respect of an agreement and plan of merger with a buyer consortium consisting of China Ming Yang chairman and CEO Mr Chuanwei Zhang, two other equity sponsors, and certain management and other existing shareholders of China Ming Yang. The purchase price will be funded in part by debt financing provided by China Construction Bank Guangdong Branch. Subject to the terms and conditions of the merger agreement, all of China Ming Yang’s outstanding shares currently not owned by the consortium will be acquired by the consortium, with the company valued at approximately US$408 million. Following the closing of the merger, China Ming Yang will delist from the NYSE and become a privately held company. China Ming Yang is a leading wind energy solution provider in China. Partner Peter Huang is leading the transaction. Sullivan & Cromwell is representing Lazard as financial adviser to US Legendary Entertainment in respect of its acquisition by Dalian Wanda Group Co Ltd. Los Angeles corporate partner Alison S Ressler is leading the transaction which was announced on 12 January 2016. Sullivan & Cromwell is also representing Nippon Steel & Sumitomo Metal Corp (Japan) in respect of its discussions with Nisshin Steel Co Ltd (Japan) regarding making Nisshin a subsidiary of Nippon Steel. Corporate partners Robert G DeLaMater (New York) and Keiji Hatano (Tokyo) are leading the transaction which was announced on 1 February 2016. Tay & Partners has represented AirAsia Berhad in respect of a competition law appeal against a decision alleging market sharing between the budget airline and Malaysia Airlines System Berhad. AirAsia Berhad secured a landmark victory decision before the Competition Appeal Tribunal which ruled that the Malaysia Competition Commission’s market sharing infringement decision and the financial penalty of MYR10 million (US$2.38m) must be set aside. This unanimous decision by the five-member tribunal marks the first decision delivered by the Competition Appeal Tribunal after the Competition Act 2010 came into force four years ago in Malaysia. Managing partner Tay Beng Chai led the transaction. Trilegal has advised Essentra plc, in respect of its acquisition, through its subsidiary Essentra (India) Private Ltd, of the pharmaceutical packaging business of Kamsri Printing & Packaging Pvt Ltd. Partners Kosturi Ghosh (Corporate) and Samsuddha Majumder (Taxation) led the transaction which closed on 29 January 2016. White & Case has advised Shenzhen-listed Suzhou Dongshan Precision Manufacturing Co Ltd (DSBJ), one of the largest suppliers of precision sheet metal components headquartered in Suzhou, China, in respect of its US$610 million acquisition of Nasdaq-listed Multi-Fineline Electronix Inc (MFLEX), an Irvine, California-based global provider of high-quality, technologically advanced flexible printed circuits and assemblies. Under the agreement, MFLEX stockholders will receive US$23.95 in cash for each share of MFLEX common stock held at the close of the transaction. The transaction will be funded by DSBJ through a combination of cash on hand, existing credit facilities and new debt financing, and is not subject to a financing condition. The transaction, which is expected to close in the third quarter of fiscal 2016, is subject to approval by MFLEX and DSBJ stockholders, regulatory approvals and other customary closing conditions. Partners Chang-Do Gong (New York) and Peggy Wang (Hong Kong) led the transaction. Wong & Partners has advised Sistem Televisyen Malaysia Berhad (STMB) in respect of its joint venture with CJ O Shopping Co Ltd to establish a joint venture company for a home shopping business. STMB is a wholly-owned subsidiary of Media Prima Berhad, Malaysia’s leading fully-integrated media investment company. The JV company shall have an eventual issued and paid-up capital of RM65 million (US$15.5m) divided into 65 million ordinary shares of RM1.00 (US$0.238) each. The shareholding structure of the JV company shall be held by STMB and CJ O in the ratio of 51 percent and 49 percent, respectively. Its total capitalisation will be RM65 million (US$15.5m) to be contributed in several tranches by STMB and CJ O in the proportion of the shareholding ratio of 51:49, respectively. Partner Munir Abdul Aziz led the transaction which was signed on 18 January 2016. WongPartnership has acted for IC Power Ltd, a wholly-owned subsidiary of Kenon Holdings Ltd, in respect of its US$299.5 million acquisition of Energuate, a private electricity distribution business in Guatemala, from Deorsa-Deocsa Holdings Ltd, an investment company of Actis LLP, and for the Singapore-incorporated borrower, IC Power Distribution Holdings Pte Ltd, in respect of a loan of up to US$120 million granted to partially finance the acquisition. Partners Ong Sin Wei and Alvin Chia led the transaction. WongPartnership is also acting as Singapore counsel for LVMH Moet Hennessy Louis Vuitton and Groupe Arnault in respect of the combination of their private equity and real estate arms (L Capital and L Real Estate) with private equity firm Catterton to form a new global consumer-focused investment firm, L Catterton. Partner Low Kah Keong is leading the transaction. |
Deals – February 3, 2016
Appleby has acted as Cayman counsel to China Rongzhong Financial Holdings Company Ltd in respect of its listing on the Main Board of the HKSE on 28 January 2016 with gross proceeds of approximately HK$211 million (US$27m). China Rongzhong is a leading finance leasing company in Hubei, China focused on the financing needs of small and medium-sized enterprises in Wuhan and other parts of Hubei Province. Hong Kong corporate partner Judy Lee led the transaction whilst Howse Williams Bowers and Global Law Offices advised as to Hong Kong and PRC laws, respectively. Goodwin Procter and Commerce & Finance Law Office acted as Hong Kong and PRC advisers to the sponsors and underwriters, respectively.
Clifford Chance has advised China Railway Construction Corp Ltd (CRCC) in respect of its US$500 million H-share convertible bond. This is the first H-share convertible since Sinopec’s US$1.5 billion deal in 2007 and the first since China’s National Development and Reform Commission revised its set of debt issuance rules in September last year. The deal required the compliance and approval of a number of onshore regulators and CRCC’s shareholders, along with A-share and H-share listing rule compliance. Partner Connie Heng, supported by partners Tim Wang and Tie Cheng Yang, led the transaction. Colin Ng & Partners has acted for SUTL Enterprise Ltd in respect of the S$2.4 million (US$1.7m) sale of its entire 51 percent equity stake in Achieva Technology Pte Ltd to SCE Enterprise Pte Ltd, a wholly-owned subsidiary of Serial System Ltd. Achieva is a leading Asia Pacific IT distributor and solutions provider in electronic and digital lifestyle products and services. Managing partner Lisa Theng and partner Ken Chia led the transaction. Conyers Dill & Pearman has acted as Bermuda and BVI counsel to Hsin Chong Construction Group Ltd and its BVI subsidiaries in respect of Hsin Chong Construction’s issue of US$150 million 8.5 percent senior notes due 2019. Hsin Chong Construction is one of Asia’s longest standing construction groups providing comprehensive construction, property and related services. Hong Kong partner Anna Chong, working alongside Simmons and Simmons, led the transaction. Conyers Dill & Pearman has also acted as BVI counsel to Zhiyuan Group (BVI) Co Ltd in respect of the issue of US$200 million 6.2 percent guaranteed bonds due 2019. Zhiyuan Group is an indirect wholly-owned subsidiary of Jiangsu Newheadline Development Group Co Ltd, the largest investment and financing platform of the Lianyungang Municipal Government that focuses on city construction and municipal development. Partner Anna Chong also led the transaction. Cyril Amarchand Mangaldas has acted as Indian legal counsel to HCL Technologies Ltd in respect of the acquisition by its subsidiary, HCL Technologies UK Ltd, of 100 percent stake in Point to Point Ltd and Point to Point Products Ltd from individual promoters of and certain employees holding stock options in the target companies. Incorporated under the laws of the United Kingdom, the two companies are engaged in end-user computing in the UK primarily involving virtualization implementations of Citrix, Microsoft, Google and other reputable providers of virtualization technologies. New Delhi corporate partner Harsh Kumar led the transaction whilst DLA Piper, led by partner John Campion, acted as English counsel. Wragge Lawrence Graham & Co, led by partner Baljit Chohan, and Orbis Partners, led by associate director Simon Lloyd and founding partner Shah Zaki, advised Point to Point and Point Products on the transaction which closed on 22 January 2016. Gibson, Dunn & Crutcher has closed three oil and gas Indonesia-related financings in the last 30 days. The firm represented PT Medco E&P Tomori Sulawesi in respect of a US$200 million pre-production financing for its investment in the development of the Senoro gas fields in Indonesia. Standard Chartered acted as the global coordinator and, with PT Bank ANZ Indonesia, PT Bank DBS Indonesia, PT Bank Mandiri (Persero), TBK and SMBC, as lenders. The firm also represented SGX-listed Ramba Energy Ltd in respect of a pre-production financing from Mercuria related to its investments in developing new oil fields in Indonesia. Finally, the firm represented Encore Int’l Ltd in respect of the refinancing of a US$205 million credit facility with Credit Suisse and Deutsche Bank. The first two deals closed in December 2015 whilst the third deal was signed in the last week of January 2016. Singapore partner Jamie Thomas led all three transactions. The lenders under the Ramba Facility and the Encore Facility were represented by Allen & Overy whilst the lenders under the Senoro Facility were represented by Herbert Smith Freehills. Hogan Lovells is advising PetroEcuador and the Ministry of Finance of Ecuador in respect of the successful negotiation of a US$970 million credit facility with a consortium of banks led by Industrial and Commercial Bank of China Ltd (ICBC), The Export-Import Bank of China and China Minsheng Banking Corp Ltd. Societe Generale and Deutsche Bank may also participate as lenders in a second phase of the transaction. During the negotiations, the structure of the facility was significantly changed to involve additional Chinese and European lenders, resulting in an intensive due diligence process. The deal was closed on 22 January 2016. In connection with the loan facility, PetroEcuador entered into a five-year crude oil sale and purchase contract with PetroChina International, under which PetroEcuador will sell crude oil to PetroChina at market prices during the five-year loan term. The transaction provides a significant source of liquidity for Ecuador on favorable terms, under difficult market circumstances due to low oil prices. Partner Miguel Zaldivar is leading the transaction. Advising ICBC is Milbank Hadley Tweed & McCoy led by partners Shepard Liu and Aled Davies whilst Fabara & Compañía (Quito), led by Diego Ramirez, is acting as local counsel. Khaitan & Co has advised Dr Agarwal’s Health Care Ltd in respect of the approximately US$45 million investment by ADV Partners, paving the way for the exit of existing investor Evolvence India Life Sciences Fund. Established in 1957, Dr Agarwal’s Group of Hospitals is one of India’s premier eye hospitals promoted by the internationally renowned Dr J Agarwal & Family. Associate partner Kartick Maheshwari led the transaction. Khaitan & Co has also advised Firstsource in respect of its US$13 million acquisition of the BPO business of ISG Novasoft Technologies Ltd India and ISGN Corp USA. A part of the RP-Sanjiv Goenka Group, Firstsource offers a comprehensive suite of business process management services through a combination of extensive domain knowledge, strategic alliances and internal competencies backed by leading-edge technologies. Partner Ashish Razdan led the transaction. King & Wood Mallesons has acted as PRC and international counsel for the Province of British Columbia (BC), Canada in respect of the registration of its RMB6 billion (US$912.4m) bond issuance program with China’s National Association of Financial Market Institutional Investors on 3 December 2015 and its successful issue of RMB3 billion (US$456.2m) bonds under the program on 25 January 2016. The tenor of the bonds is three years whilst the coupon rate is 2.95 percent per annum. Hong Kong partners Richard Mazzochi and Minny Siu and Beijing partners Christine Chen, Peng Jin and Zhao Yan led the transaction. Kirkland & Ellis has represented Shenzen-listed ORG Packaging Co Ltd in respect of its acquisition of a 27 percent interest in HKSE-listed CPMC Holdings Ltd from COFCO Corp for approximately HK$1.6 billion (US$205.6m). Hong Kong corporate partner Frank Sun led the transaction which closed on 27 January 2016. Latham & Watkins has represented MakeMyTrip Ltd, India’s leading online travel company, in respect of its issuance of US$180 million convertible bonds to Ctrip.com International Ltd. This was the first convertible bond issuance by MakeMyTrip. Ctrip, a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China, made the investment by way of US$180 million worth of convertible bonds. As part of the deal, additional investor rights were agreed, including certain registration rights and the right for Ctrip to appoint a director to the MakeMyTrip board of directors. Partners Rajiv Gupta and Posit Laohaphan, supported by New York partners Jiyeon Lee-Lim and William Lu, led the transaction. Majmudar & Partners is advising Nasdaq-listed Venaxis Inc in respect of its transaction with Strand Life Sciences Private Ltd (Strand) under which Strand shareholders and employees and directors who are option-holders in Strand will own, directly and beneficially, approximately 68 percent of Venaxis whilst the current shareholders of Venaxis will own approximately 32 percent of Venaxis. The transaction is structured as purchases by Venaxis of the Strand shares from Strand shareholders, followed by an immediate re-investment of those sale proceeds by Strand shareholders into Venaxis common stock, to be completed in two closings. The transaction also involves purchase of substantially all of the assets and liabilities of Venaxis subsidiary Strand Genomics Inc. Venaxis is an in vitro diagnostic company which has been focused on the clinical development and commercialization of its CE Marked APPY1 Test, a rapid blood-based test for appendicitis. Strand is a genomic profiling company that uses next-generation sequencing technology aimed at empowering cancer care. The transaction seeks to align Strand’s technological expertise in genomic profiling, bioinformatics and data curation with Venaxis’ financial resources, NASDAQ public listing and key management personnel. Partner Rukshad Davar is leading the transaction whilst Ballard Spahr is acting as US counsel. Baker & Hostetler and Trilegal are advising Strand. Maples and Calder has acted as Cayman Islands counsel to Internet Plus Holdings, the holding company which Meituan and Dianping formed in October 2015, in respect of Meituan-Dianping’s latest fundraising of over US$3.3 billion, reputed to be the largest round of venture funding ever undertaken. Maples and Calder has also acted as BVI counsel to CNMC International Capitals Company Ltd in respect of its issue of US$500 million 2.375 percent credit-enhanced bonds due 2019 with the benefit of an irrevocable standby letter of credit issued by Bank of China Ltd Beijing Branch and a keepwell deed from China Nonferrous Metal Mining (Group) Co Ltd, a large-scale central state-owned enterprise in the PRC focused on nonferrous metal resources development, construction contracting and nonferrous metal-related trading and services. The bonds are listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as English counsel. Freshfields Bruckhaus Deringer acted as English counsel for Bank of China Ltd, Bank of China (Hong Kong) Ltd and BOCI Asia Ltd as the joint lead managers. Mayer Brown JSM has represented Redwood Investment Company in respect of its all-stock merger transaction with e-Shang Cayman Ltd. The two private equity-backed logistic developers announced the partnership on 22 January 2016. Following the tie-up, the new entity will be renamed e-Shang Redwood. The merger represents one of the largest logistics real estate platforms in Asia with over 3.5 million square meters of projects owned and under development across China, Japan and South Korea. It also includes capital and funds management offices in Hong Kong and Singapore. Hong Kong corporate and securities partners Mark Uhrynuk and Jeremy Cunningham, supported by Singapore tax transactions and consulting partner Pieter De Ridder and Shanghai real estate partner Andy Yeo, led the transaction. Mayer Brown JSM has also acted for Nam Kim Steel, one of Vietnam’s biggest steel companies, in respect of securing a victory in an anti-dumping investigation initiated by Malaysia. The investigating authority ruled that Nam Kim will not have to pay anti-dumping duties on its exports of certain pre-painted, painted or colour coated steel coils (PPGI). This success allows Nam Kim to enjoy a zero anti-dumping duty when exporting PPGI to Malaysia and greatly reduces the company’s capital spending on customs taxes, placing it in a much stronger competitive position in the Malaysia market. Global trade associate Hai Nguyen and government and global trade partner Matthew McConkey led the transaction. Norton Rose Fulbright has advised ASX-listed Tiger Resources in respect of its US$162.5 million senior debt facility with the International Finance Corp (IFC), the private arm of the World Bank Group, and Taurus Mining Finance Fund in respect of the Kipoi Copper Project located in the central part of the Katanga Copper Belt of the Democratic Republic of the Congo (DRC). The new senior debt facility served to refinance Tiger’s existing debt facilities with Taurus and Gerald Metals (Tiger’s exclusive offtaker), as well as to provide approximately US$25 million to fund the expansion of Kipoi. The expansion aims to increase the capacity of the SXEW plant from 25,000tpa to 32,500tpa of copper cathode by November this year. The senior debt is secured by cross border security over the Tiger group entities, including in the DRC, BVI, Australia, South Africa, and Mauritius. In conjunction with the debt facility, Tiger successfully undertook an equity capital raising via a share placement and an accelerated non-renounceable entitlement offer to raise gross proceeds of approximately US$22 million, with commitments received from IFC and by Tiger’s existing shareholder, Resource Capital Funds. Partners Jake Howard (Perth), Poupak Bahamin (Paris), Steve Chemaly (Johannesburg) and James Stewart (Melbourne) led the transaction. Rajah & Tann Singapore is advising SGX Catalist Board-listed QT Vascular Ltd in respect of the aggregate US$6.06 million private placement of convertible bonds by QT Vascular and private placement of exchangeable bonds by its wholly-owned subsidiary, Quattro Vascular Ptd Ltd. The group is engaged in the design, assembly and distribution of advanced therapeutic solutions for the minimally invasive treatment of complex vascular diseases. Partner Danny Lim is leading the transaction which was announced on 27 January and is yet to be completed. Rajah & Tann Singapore has also acted for Southernwood Property Pte Ltd, a subsidiary of Ascendas Land (Singapore) Pte Ltd, in respect of the successful tender for, and completion of the sale and purchase of, 79 Robinson Road, CPF Building for S$550 million (US$385.4m). Located at the junction of Robinson Road and Maxwell Road, the site has an area of approximately 47,056 square feet, with the current building having a net lettable area of about 324,000 square feet. Completed in 1976, CPF Building remains a historical landmark in Singapore’s Central Business District. Partner Mei Ann Lim led the transaction. Skadden has advised Hong Kong-based private equity firm Forebright Capital Management Ltd in respect of a merger agreement between its affiliates, together with Nasdaq-listed Jinpan International Ltd’s president and CEO Mr. Zhiyuan Li, and Jinpan. Subject to the terms and conditions of the agreement, all of Jinpan’s outstanding shares currently not owned by the buyer consortium will be acquired by the buyer consortium, with the company valued at US$98.5 million. Following the closing of the merger, Jinpan will delist from Nasdaq and become a privately held company. Jinpan designs, manufactures and markets electrical control and distribution equipment used for industrial, utility and infrastructure projects. It has four production facilities in China and is one of the country’s largest manufacturers of cast resin transformers. Partner Peter Huang led the transaction which was announced on 25 January 2016. Trilegal is advising Strand Life Sciences Private Ltd (Strand) in respect of its acquisition of a majority stake in Nasdaq-listed Venaxis Inc. Under the agreement, Venaxis will own a majority of the shares of Strand and the shareholders of Strand who sell their shares in Strand to Venaxis will be issued shares of Venaxis. The deal also involves an asset purchase transaction under which the assets of Strand Genomics Inc, a wholly-owned subsidiary of Strand, will be purchased by a wholly-owned subsidiary of Venaxis. Closing of the transactions is subject to various approvals, including the approval of majority of the shareholders of Venaxis and the US Securities and Exchange Commission, and fulfillment of other conditions precedent and closing conditions. Partner Kosturi Ghosh is leading the transaction whilst BakerHostetler is acting as US counsel. Ballard Spahr and Majmudar & Partners are advising Venaxis on matters of US and Indian laws, respectively. BRL Law Group is representing Biomark Fund IV LP, the majority shareholder of Strand. Walkers has acted as Cayman Islands counsel to Shanghai-based e-Shang and its private equity investor Warburg Pincus in respect of the all-stock merger with Singapore’s Redwood Group Asia Pte Ltd. e-Shang Redwood, the combined group, represents one of the largest logistics real estate platforms in Asia with over 3.5 million square meters of projects owned and under development across China, Japan and South Korea, and capital and funds management offices in Hong Kong and Singapore. e-Shang and Redwood are two of the leading developers, owners and operators of logistics real estate in Asia. Partner Arwel Lewis led the transaction. Weerawong C&P has represented Vintage Engineering PCL (VTE) in respect of the investment in a 1MW solar power plant in Kagoshima-ken, Japan. VTE acquired the shares of Japan-incorporated Energy Gateway Number 1 Co Ltd on 22 December 2015. Executive partner Peangpanor Boonklum led the transaction. White & Case has advised specialised logistics real estate development firm, The Redwood Group, in respect of an all-stock merger with e-Shang Cayman Ltd, a leading Chinese logistics developer, owner and operator of warehousing infrastructure. The combined group, which will be renamed e-Shang Redwood, will represent one of the largest logistics real estate platforms in Asia with more than 3.5 million square meters of projects owned and under development across China, Japan and South Korea, and capital and funds management offices in Hong Kong and Singapore. Partner Jonathan Olier led the transaction. Withers has represented football manager Alberto Zaccheroni in respect of his move to manage Chinese Super League team Beijing Guoan FC in a two-year contract. Zaccheroni has managed 13 Italian football clubs in the course of his career, including tenures with Udinese, Juventus and AC Milan, before taking up the management of Japan’s national football team from 2010 to 2014. Partner and global head of sports law Luca Ferrari, supported by Milan partner Giulia Cipollini, led the transaction. WongPartnership is acting for Prime Value Asia Ltd, a vehicle of VinaCapital, in respect of the acquisition of the entire issued and paid-up share capital of Fernland Investment Pte Ltd from Keppel Land Ltd and KepVenture Pte Ltd. The transaction involved the transfer of real estate located in Vietnam. Partner Teo Hsiao-Huey is leading the transaction. WongPartnership is also advising Macondray Holdings Pte Ltd and AMMK Medicare Company Ltd in respect of their ground-breaking joint venture with Parkway Healthcare, a subsidiary of Malaysia Stock Exchange and SGX dual-listed Integrated Healthcare Holdings Bhd, for the development and operation of a US$70 million, 250-bed hospital in Yangon, Myanmar. Partners Low Kah Keong, Goh Wanjing and Anna Tan are leading the transaction. |
Deals – January 27, 2016
Allen & Gledhill has advised DBS Group Holdings Ltd (DBSH) in respect of the issue of S$250 million (US$174.8m) 3.8 percent subordinated notes due 2028 under its US$30 billion global medium term note programme. This is DBSH’s first Basel III-compliant Tier 2 issue. The notes are expected to qualify as Tier 2 capital of DBSH and its subsidiaries. Partner Glenn Foo led the transaction.
Allen & Gledhill has also advised Mapletree Treasury Services Ltd and Mapletree Investments Pte Ltd in respect of the issue of S$200 million (US$140m) 2.92 percent notes due 2019 under the US$3 billion Euro medium term note programme established by Mapletree Treasury Services. The notes are guaranteed by Mapletree Investments. Partner Glenn Foo also led the transaction. Allen & Overy is advising the Bank of Tokyo Mitsubishi UFJ Ltd (BTMU) in respect of its PHP36.9 billion (US$769m) acquisition of a 20 percent stake in Security Bank Corp. Security Bank is listed on the Philippines Stock Exchange and is the Philippines’ fifth-largest bank by market value. The transaction is due to close in early 2016 and will be the largest equity investment in a Philippine financial institution by a foreign investor to date. It also represents one of the first foreign investments into the Philippines’ banking sector following the liberalisation of bank ownership laws in July 2014 permitting foreign banks to own up to 100 percent of a domestic bank, rather than a maximum of 60 percent. The signing of this deal illustrates BTMU’s continued focus on executing its ASEAN market strategy, following on from its US$5.6 billion acquisition in 2014 of a controlling interest in Bank of Ayudhya (Krungsri), one of the leading commercial banks in Thailand. Tokyo partner Simon Black is leading the transaction, working closely with Philippines counsel Puyat Jacinto & Santos Law. AZB & Partners is advising Nomura Asset Management Pte Ltd in respect of its sale of 35 percent shareholding in LIC Nomura Mutual Fund Asset Management Ltd to LIC Housing Finance Ltd, Corporation Bank and GIC Housing Finance Ltd, and its sale of 35 percent shareholding LIC Nomura Mutual Fund Trustee Company Private Ltd to LIC Housing Finance Ltd and GIC Housing Finance Ltd. Partners Alka Nalavadi and Rushabh Maniar are leading the transaction which was signed on 6 January 2016 and is yet to be completed. Bird & Bird ATMD has acted on the corporate spin off and listing of clean tech company Eindec Corp Ltd, a subsidiary of SGX main board-listed property developer Weiye Holdings Ltd. UOB Kay Hian acted as the sponsor and placement agent. Singapore partner Marcus Chow led the transaction which is the first listing on the SGX for 2016. Tay & Partners, led by partner Teo Wai Sum, acted as Malaysian counsel. Clifford Chance has advised JPMorgan Chase & Co in respect of its investment in and cooperation agreement with Postal Savings Bank of China (PSBC), the largest unlisted bank, the sixth largest commercial bank in terms of assets and the largest bank in China by number of customers and distribution network. JP Morgan, together with a number of other international and domestic investors, invested approximately US$7 billion into PSBC. Partners Neeraj Budhwani and Terence Foo, supported by partners Mark Shipman and TieCheng Yang, led the transaction which is the largest-ever equity investment in a non-listed financial institution in China. Clyde & Co has represented the Aer Rianta International group (ARI) in respect of winning a 10-year contract to operate a duty-free section at Abu Dhabi International Airport’s new Midfield terminal building. ARI operates duty-free outlets in Europe, the Middle East, North America and New Zealand. ARI will design and operate the perfumes, cosmetics, skincare, sunglasses and jewellery sections at the new Midfield terminal building, which is due to open in December 2017. MENA Regional Head of Corporate partner Niall O’Toole led the transaction. Colin Ng & Partners has advised UOB Kay Hian Private Ltd (UOBKH) as the issue manager, sponsor and placement agent in respect of the first IPO on the SGX-ST this year. The offering saw gross proceeds of S$7.5 million (US$5.2m) raised by way of a fully-subscribed placement of 35.8 million shares in the capital of Eindec Corp Ltd. The shares in the capital of Eindec were listed on the Catalist Board of the SGX-ST on 15 January 2016 and closed 21 percent higher upon the end of first day trading. Eindec is a regional clean air environmental and technological solutions provider headquartered in Singapore with two facilities in Singapore and. It also has offices in the PRC. Managing partner Tan Min-Li led the transaction. Bird and Bird ATMD acted as solicitors to the placement. Conyers Dill & Pearman has advised the Mercuria Energy Group in respect of a strategic investment by China National Chemical Corp (ChemChina). ChemChina has acquired a 12 percent stake in Mercuria, one of the world’s largest independent energy and commodities trading companies. Partner Anton Goldstein, working alongside Freshfields Bruchaus Deringer, led the transaction. Conyers Dill & Pearman has also advised The International Finance Corp (IFC) in respect of its US$20 million equity investment in Agrivision Africa, a company that specializes in large-scale commercial farming of wheat, soya beans and maize. The investment will help Agrivision in implementing its expansion program, with a particular focus on optimizing its supply chain. Sameer K Tegally (Mauritius) led the transaction. Davis Polk has advised the joint lead managers in respect of the Regulation S offering by China Railway Construction Corp Ltd of US$500 million zero coupon H Share convertible bonds due 2021. China Railway Construction is one of the largest global construction companies with its shares dual-listed on the main boards of the HKSE and the Shanghai Stock Exchange. The group provides a full range of services including construction, survey, design and consultancy for large construction and infrastructure developments, with a particular focus on railways. Partners Paul Chow and James C Lin led the transaction. Davis Polk is also advising ChipMOS Technologies Inc (ChipMOS Taiwan) in respect of its proposed merger with its parent company, ChipMOS Technologies (Bermuda) Ltd (ChipMOS Bermuda), in which ChipMOS Taiwan will become the surviving company. Under the merger agreement, each outstanding ChipMOS Bermuda share will be converted in the merger into US$3.71 in cash, without interest, and 0.9355 American Depository Shares, representing 18.71 shares of ChipMOS Taiwan. The merger is expected to close in the third quarter of 2016, subject to customary closing conditions, including approval of the shareholders of ChipMOS Bermuda and ChipMOS Taiwan and appropriate regulatory approvals. Headquartered in Hsinchu, Taiwan, ChipMOS Taiwan is listed on the Taiwan Stock Exchange and is an industry leading provider of semiconductor assembly and test services. ChipMOS Bermuda is listed on the Nasdaq and owns 58.3 percent of the total outstanding share capital of ChipMOS Taiwan. Partners James C Lin and Miranda So, supported by partner John D Paton, are leading the transaction. DLA Piper has advised Lufax Holding Ltd, the ultimate controlling company of Shanghai Lujiazui International Financial Asset Exchange Co Ltd, in respect of the issuance of new shares, raising approximately US$1.2 billion. Through private placement in B Round financing by both individual and institutional investors, the placement raised US$924 million. An additional US$292 million was raised through A Round investors through the exercise of top up rights, which was a continuation of their initial investment in Lufax in which the firm also acted in its A Round financing, and brings the valuation of Lufax to US$18.5 billion. Shanghai partner Kit Kwok led the transaction. DLA Piper is also advising Sirio Pharma Company Ltd in respect of the sale of its wholly-owned subsidiary Treerly Health Company Ltd for approximately US$150 million to Pfizer Consumer Healthcare, a subsidiary of Pfizer Inc. Sirio is a private, closely held contract manufacturing company in China that produces dietary supplements and drugs and is already a qualified third-party supplier to Pfizer Consumer Healthcare. Treerly is a top healthcare brand in China and provides a wide range of female nutritional healthcare products through a wide distribution channel. The acquisition of Treerly will complement the range of nutritional healthcare products offered by Pfizer and bolster its leading position in the OTC and dietary supplement markets in China by leveraging existing sales and marketing in this space. Under the terms of the agreements, which will take effect post-closing, Sirio will continue to manufacture and supply products to Treerly. Paul Chen, partner and Head of Corporate Asia (Hong Kong) is leading the transaction which is Pfizer’s first acquisition of a domestic company in China. Clifford Chance represented Pfizer. J Sagar Associates has advised Export-Import Bank of India in respect of the issuance of US$500 million 3.125 percent notes due 2021 under its US$10 billion medium term note programme. The managers involved in the issue were Citigroup Global Markets Ltd, JP Morgan Securities plc and Standard Chartered Bank. Partners Dina Wadia and Uttara Kolhatkar led the transaction. J Sagar Associates has also advised Bertelsmann Nederland BV (BII) in respect of its investment in the securities of Bigfoot Retail Solutions Private Ltd as part of a Series B1 funding round aggregating to about US$6 million led by BII. Other investors in the round included Nirvana and 500 Startups. Bigfoot provides information technology-enabled services to small and medium businesses owners to enable them to sell online under the trade name ‘KartRocket’, as well as providing a platform to sellers to find new revenue opportunities and engage with the end consumer directly under the trade name ‘Kraftly’. Partner Raj Ramachandran led the transaction. Nirvana was represented by Nishith Desai Associates whilst 500 Startups was represented by BMR Legal. Khaitan & Co has advised Inox Wind Ltd in respect of agreements with American Superconductor Corp (AMSC), AMSC Austria GmBH and their respective affiliates for licensing to Inox Wind the technology pertaining to the manufacture of 2MW Electronic Control Systems; long term supply of 2MW Wind Turbine Generator Electronic Control Systems; and collaboration with AMSC group to develop a 3MW turbine specially designed for the Indian market. Inox Wind is a fully integrated player in the wind energy market with state-of-the-art manufacturing plants at Una (Himachal Pradesh) for Hubs and Nacelles and Rohika, near Ahmedabad (Gujarat) for blades and tubular towers. Partners Haigreve Khaitan and Bharat Anand led the transaction. Khaitan & Co has also advised The Abraaj Group in respect of the acquisition of a significant majority stake in Quality Care India Ltd by way of purchase of securities from existing private equity investor Advent International and certain other existing shareholders. This is the largest private equity investment in India in the healthcare sector and largest control transaction from a Gulf-based entity. Founded in 2002, The Abraaj Group is a leading investor operating in the growth markets of Asia, Africa, Latin America, the Middle East and Turkey. The Group has over 20 offices spread across five regional hubs in Dubai, Istanbul, Mexico City, Nairobi and Singapore. Partners Haigreve Khaitan and Aakash Choubey, supported by Executive Director Daksha Baxi, led the transaction. King & Wood Mallesons has represented the joint book-runners and joint lead managers in respect of the issuance of US$180 million 6.9 percent guaranteed notes due 2019 by Hong Kong Airlines Ltd. 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 will be listed on the HKSE. Hong Kong Airlines is a Hong Kong-based full-service network carrier with a network covering 31 cities in the Asia Pacific region, of which 21 destinations are in the PRC. Hong Kong Airlines has the second largest market share on Hong Kong-China routes in the Hong Kong International Airport as of May 2015 and was the second largest airline group operating flights from Hong Kong in terms of average weekly departures from Hong Kong in 2014. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction. Kirkland & Ellis has represented Khazanah Nasional Berhad, the strategic investment fund of the Government of Malaysia, in respect of its lead investment in the US$160 million Series B fundraising of WeLab, operator of Wolaidai, one of China’s largest mobile lending platforms, and WeLend.hk, Hong Kong’s leading online lending platform. Khazanah led a consortium of investors which includes, amongst others, ING Bank and state-owned Guangdong Technology Financial Group. The investment in WeLab represents Khazanah’s first investment in China’s financial technology sector. Hong Kong corporate partners Nicholas Norris, David Zhang, Joey Chau and Xiaoxi Lin led the transaction. Maples and Calder has acted as Cayman Islands counsel to TPG Capital in respect of the sale of HCP Packaging to Baring Private Equity Asia. HCP designs luxury lipstick and make-up containers for cosmetics makers such as L’Oreal, Revlon and Shiseido. Partner Greg Knowles led the transaction. Norton Rose Fulbright has advised a syndicate of senior and mezzanine lenders in respect of a US$122 million financing of mobile communications infrastructure across Myanmar. The financial package consists of a subordinated loan of US$13 million with a tenor of nine years and a long term senior loan of US$109 million with a tenor of eight years. The telecoms infrastructure project is led by Irrawaddy Green Towers Ltd. (IGT). In this project, IGT will build a mobile telecom tower network consisting of at least 2,000 towers, providing coverage to approximately 14 million people in Myanmar. The co-financiers of the project include Dutch development bank Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV (FMO) as the lead arranger, as well as DEG – Deutsche Investitions–und Entwicklungsgesellschaft mbH (Germany), Société de Promotion et de Participation pour la Coopération Economique SA (France), CDC Group plc (Great Britain), Belgian Investment Company For Developing Countries SA/NV (Belgium) and Oesterreichische Entwicklungsbank AG (Austria). The sponsors also include a subsidiary of the M1 Group, the principal owners of a number of large telecom companies, including MTN. The facilities are secured by both onshore and offshore security on a limited recourse basis. Singapore partner Yu-En Ong, assisted by Singapore partner Stephen Begley, led the transaction whilst Amsterdam partner Paul Vine represented FMO as a mezzanine lender. Rajah & Tann Singapore has acted for Fullerton Financial Holdings Pte Ltd, a wholly-owned subsidiary of Temasek Holdings, in respect of International Finance Corp’s (IFC) equity investment into its subsidiary, Fullerton Finance (Myanmar) Company Ltd (FFMCL). Following the transaction, IFC will hold a 15 percent stake in FFMCL, a licensed microfinance institution that lends to SMEs and low-income individuals in Myanmar. Partners Chester Toh and Tan Mui Hui, supported by Rajah & Tann NK Legal’s partner Dr Min Thein, led the transaction. Shardul Amarchand Mangaldas & Co has advised Cube Highways and Infrastructure Pte Ltd in respect of its acquisition of Western UP Tollway Ltd for an enterprise value of INR575 crores (US$84.5m), subject to certain closing adjustments. Cube Highways is an investment platform funded by global investment fund ISquared Capital and IFC, the private sector investment arm of the World Bank. As part of the transaction, Cube Highways has agreed to acquire a 100 percent stake in Western UP Tollway from NCC Ltd, NCC Infrastructure Holding Ltd, Gayatri Projects Ltd and Gayatri Infra Ventures Ltd. Partner Jatin Aneja led the transaction which is expected to close by March 2016, subject to fulfillment of conditions precedent. Tatva Legal represented Western UP Tollway and the sellers. Shook Lin & Bok has acted for Citigroup Global Markets Singapore Pte Ltd, the financial adviser to SGX-listed Neptune Orient Lines Ltd (NOL), in respect of the S$3.38 billion (US$2.36m) pre-conditional voluntary offer by CMA CGM SA to acquire all shares in NOL. Partners Michelle Phang and David Chong led the transaction. Skadden has advised Internet Plus Holdings, the holding company which Meituan and Dianping formed in October 2015, in respect of Meituan-Dianping’s latest fundraising of over US$3.3 billion, the largest round of venture funding ever undertaken. Meituan-Dianping is China’s largest online-to-offline local service provider. With this latest round of funding, the company is valued at over US$18 billion, making it one of the world’s top ten highest valued startups. The firm also advised Dianping on its strategic transaction with Meituan in October 2015. Partners Julie Gao, Haiping Li and Will Cai led the transaction. Tay & Partners has represented SPH Media Fund, the investment arm of media group Singapore Press Holdings, in respect of leading a US$1.5 million Series A-1 round investment, with participation from ECM Straits Fund I LP, in The Lorry, a Malaysia-based on-demand logistics start-up. Partner Teo Wai Sum led the transaction. Weerawong C&P has represented Golden Land Property Development Company Ltd in respect of the sale of over 685 million newly-issued ordinary shares of Golden Land to Frasers Property Holding (Thailand) Co Ltd, a subsidiary of Frasers Centrepoint Ltd, one of the world’s leading property development companies incorporated in Singapore. The deal was worth β4.97 billion (US$138m). This was the first deal conducted under the new Securities and Exchange Commission rules governing the offering of shares to private placement. Partner Pakdee Paknara led the transaction. WongPartnership has acted for City Development Ltd in respect of the establishment of a S$1.1 billion (US$768.7m) joint office investment platform through its second Profit Participation Securities (PPS) transaction, and the S$750.05 million (US$524m) bank financing relating to the joint office investment platform. The transaction is co-invested with investment funds managed by Alpha Investment Partners, Keppel Land’s real estate fund management arm. The assets involved in the transaction are Central Mall office tower, 7 & 9 Tampines Grande, and Manulife Centre, all located in Singapore. Under the PPS platform, in addition to mezzanine securities, S$332.5 million (US$232.4m) worth of secured fixed rate junior bonds due 2020 are issued to the investors, which provides fully secured fixed coupon payout of five percent interest per annum for a period of five years. Partners Ng Wai King, Susan Wong, Dorothy Marie Ng, Hui Choon Yuen, Low Kah Keong, Tan Teck Howe, Goh Gin Nee, Serene Soh, Lau Kiat Wee, Tan Beng Lee, Tan Li Wen, Bonnie Wong and Benjamin Tay advised on the transaction. WongPartnership is also acting for Shandong Delisi Food Co Ltd, a company listed on the Shenzhen Stock Exchange, in respect of its proposed acquisition of a 45 percent stake in Bindaree Beef Group through the acquisition of and subscription for ordinary shares in Yolarno Pty Ltd for A$140 million (US$97.3m). Partners Joseph He and Liang Weitan are leading the transaction. |
Deals – January 20, 2016
Allen & Gledhill has advised Universal Terminal (S) Pte Ltd in respect of the transfer of its business to its wholly-owned subsidiary, UT Singapore Services Pte Ltd, for S$3 billion (US$2.1b). In connection with the restructuring, Universal Terminal granted a long lease of its JTC premises to UT Singapore with an option to renew for a further term of 30 years. Universal Group Holdings Pte Ltd and PetroChina International (Singapore) Pte Ltd sold, in aggregate, 34 percent of their shares in Universal Terminal to MAIF Investments Singapore Pte Ltd, a fund run by Macquarie Group, for S$629 million (US$438m). The firm also advised Universal Terminal on the S$1.76 billion (US$1.2b) extended term loan and swingline facilities from a group of banks to UT Singapore to, among, others, partially refinance the restructuring. Partners Prawiro Widjaja, Kok Chee Wai, Ho Kin San and Lim Pek Bur led the transaction.
Allen & Gledhill has also advised DBS Group Holdings Ltd in respect of the issue of S$480 million (US$334.4m) 2.78 percent notes due 2021 under its US$30 billion global medium term note programme. Partner Glenn Foo led the transaction. Clifford Chance has acted for US fund manager EJF Capital LLC in respect of establishing and launching its Qualified Domestic Limited Partner (QDLP) fund. EJF is an alternative asset management organization with operations in North America (Virginia), Europe (London) and Asia (Shanghai). QDLP, a Shanghai governmental initiative launched in 2013, allows global fund managers to bring together domestic Chinese investors in a limited partnership or a pooled investment account and invest them in offshore alternative assets. Its development was aimed at providing qualified Chinese investors with access to top global asset managers as well as diversified offshore products. The initiative is also part of China’s renminbi (RMB) internationalisation effort. Partner Ying White led the transaction. Clifford Chance has also advised a syndicate of 20 banks based in Asia, with DBS Bank Ltd as mandated lead arranger, book-runner and global coordinator and CTBC Bank Co Ltd as Taiwan bank coordinator, in respect of an up to US$600 million revolving and term loan facility for FodiatorFunding BV, a subsidiary of AerCap, one of the world’s largest aircraft leasing companies based in the Netherlands. The facility was guaranteed by AerCap Holdings NV. Partner Fergus Evans led the transaction whilst partner Nicola Wherity in London represented Citibank International Ltd as the facility agent. Cyril Amarchand Mangaldas has acted as Indian counsel to Ujjivan Financial Services Ltd in respect of its IPO of equity shares with face value of INR10 (US$0.15) each, comprising of a fresh issue of equity shares aggregating up to INR6.5 billion (US$96.2m) and an offer for sale of up to approximately 25 million equity shares by Elevar Equity Mauritius, International Finance Corp, India Financial Inclusion Fund, Mauritius Unitus Corp, Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV, Sarva Capital LLC, WCP Holdings III and Women’s World Banking Capital Partners LP. The draft red herring prospectus was filed on 31 December 2015 with the SEBI. Mumbai, Bangalore and New Delhi capital market partners Yash Ashar, Arjun Lall and Gokul Rajan led the transaction. Luthra & Luthra Law Offices and AZB & Partners advised the book-running lead managers and the selling shareholders, respectively. Cyril Amarchand Mangaldas has also acted as Indian counsel to Belectric Photovoltaic India Private Ltd in respect of the engineering, procurement and construction contracts for the development of 61.38 MW DC/ 50 MW AC of grid-connected solar photovoltaic power plant by Winsol Solar Fields (Polepally) Private Ltd, a group company of First Solar Power India Private Ltd, at Tandur, Rangareddy District, Telangana, India. The deal was signed on 5 January 2016. Mumbai partner Alice George led the transaction whilst Barnea & Co Israel acted as international legal counsel. Winsol Solar Fields was advised by BTG Legal Mumbai. Dhir & Dhir Associates has advised Suncity Constructwell Private Ltd in respect of the issue of secured, rated, listed, redeemable, non-convertible debentures aggregating to INR300 million (US$4.44m) on private placement basis. The NCDs were subscribed by domestic as well as FII investors. Associate partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised the consortium of lenders led by Power Finance Corp Ltd in respect of the approximately INR5.57 billion (US$82.4m) financial assistance to Orange Anantapur Wind Power Private Ltd to partly finance the cost of implementing the 100 MW wind farm project at District Anantapur, state of Andhra Pradesh. The consortium comprised of Indian Renewable Energy Development Agency Ltd, India Infrastructure Finance Company Ltd and International Finance Corp. Associate partner Girish Rawat also led the transaction. Howse Williams Bowers has acted as Hong Kong counsel for Koradior Investments, the controlling shareholder of Koradior Holdings Ltd, in respect of the disposal of shares in Koradior Holdings to Fosun Group at a consideration of HK$232 million (US$29.7m) on 31 December 2015. Koradior Holdings is one of the leading and fast growing high-end ladies-wear companies in the PRC. It was founded in 2007 and was listed on the HKSE in June 2014. Partner Brian Ho led the transaction. King & Wood Mallesons has acted as international and PRC counsel for Jiangsu NewHeadLine Development Group Co Ltd in respect of its offering of US$200 million 6.2 percent guaranteed bonds due 2019. The deal is the first offshore bond issuance assigned with a high yield rating by a local government financing vehicle (LGFV) in China. The bonds are issued by Zhiyuan Group (BVI) Co Ltd, a wholly-owned subsidiary of HK Zhiyuan Group Ltd, the guarantor for the bonds. HK Zhiyuan Group is wholly-owned by Jiangsu NewHeadLine Development Group. The bonds enjoy the benefits of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking provided by Jiangsu NewHeadLine Development Group. Beneficially and wholly-owned by the Lianyungang Municipal Government, Jiangsu NewHeadLine Development Group focuses on infrastructure construction projects. Established in 1994, it is the largest LGFV of the Lianyungang Municipal Government that focuses on city construction and municipal development. Hong Kong partner Hao Zhou and Beijing partner Yanyan Song, supported by partner Richard Mazzochi, led the transaction. Luthra & Luthra Law Offices has advised Guardian Life Insurance Company of America in respect of its purchase of global assets in India, USA and Canada, and 100 percent equity interests in Aon Hewitt Absence Management LLC, an indirect subsidiary of Aon Corp USA. Pursuant to a bid, the Reed Group Ltd, a wholly-owned subsidiary of Guardian Life Insurance, was selected as the winning bidder to acquire the global assets and 100 percent equity interests of the company within very tight deadlines. The Indian leg of the transaction was completed within a period of three weeks. Partner Dipti Lavya Swain led the transaction. Luthra & Luthra has also advised Brady in respect of the acquisition of Energycredit’s Indian subsidiary Energycredit Software Services Private Ltd (Energycredit India) by way of an indirect acquisition. The acquisition will enable Brady to be a ‘one-stop-shop’ for complete energy and commodity trading software requirements. This acquisition will also enable Brady to combine its knowledge and expertise in commodity risk management and Energycredit’s platform, expertise and relationships in the credit space and allow Brady to provide solutions for complete risk management. Partner Samir Dudhoria, supported by partner Anshul Jain, led the transaction. Maples and Calder has acted as Cayman Islands counsel to Gameone Holdings Ltd, a Cayman Islands company, in respect of its listing of 40 million shares on the Growth Enterprise Market of the HKSE by way of placing. The placing shares are offered at HK$1.25 (US$0.16) per share with gross proceeds of approximately HK$50 million (US$6.4m). Gameone Holdings is an integrated game developer, operator and publisher focusing in the Hong Kong and Taiwan markets. Partner Greg Knowles led the transaction whilst Mayer Brown JSM, Shu Jin Law Firm and Lee and Li acted as Hong Kong, PRC and Taiwan counsel, respectively. Sidley Austin acted as Hong Kong counsel to the sole sponsor and underwriters. Maples and Calder is also acting as Cayman Islands counsel to the special committee of iDreamSky Technology Ltd in respect of its US$592 million take-private offer from a consortium led by Mr. Michael Xiangyu Chen, CEO and chairman of the board of directors of iDreamSky, and Mr. Anfernee Song Guan, chief technology officer and director of iDreamSky, together with certain existing shareholders and new investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital and Star VC. The deal, subject to shareholder approval, is expected to close in the second half of the year. iDreamSky is one of the largest independent mobile game publishing platforms in China and distributes well-known international mobile games through its proprietary distribution channels and third-party channels. Partner Greg Knowles is also leading the transaction whilst Shearman & Sterling is acting as US counsel. Kirkland & Ellis is acting for the buyer consortium. Norton Rose Fulbright has advised in respect of the placing of approximately 90.2 million new shares in CNQC International Holdings Ltd at HK$2.40 (US$0.31) per share, with gross proceeds of approximately HK$216.5 million (US$27.7m). HKSE-listed CNQC International is engaged in foundation and machinery leasing in Hong Kong and Macau, as well as property development and construction in Singapore. The placing shares were issued pursuant to a specific placing mandate obtained in the meeting of CNQC International convened in October 2015 on the reverse takeover (RTO) of the Singaporean business by CNQC International from its controlling shareholder, Guotsing Holding Company Ltd. The transaction also involved a simultaneous 1:1 conversion of the company’s 270 million convertible preference shares into ordinary shares which were allotted and issued to Guotsing Holdco as part of the consideration of the RTO. The placing shares represent 13.66 percent whilst the conversion shares represent approximately 40.9 percent of the issued shares as enlarged by the placing and the conversion. The Hong Kong Securities and Futures Commission previously granted a whitewash waiver to Guotsing Holdco pursuant to Note 1 on dispensation from Rule 26 of the Takeovers Code, thus Guotsing Holdco is not required to make a mandatory offer, which would otherwise be required as a result of the conversion. BMI Securities Ltd and Guotai Junan Securities (Hong Kong) Ltd were the placing agents. Partner Psyche Tai led the transaction. Rajah & Tann is advising BEM Holdings Pte Ltd, as controlling shareholder of Main Board SGX-listed HTL International Holdings Ltd, in respect of a possible S$399.78 million (US$278.5m) privatisation and delisting of HTL International by SSE-listed Guangdong Yihua Timber Industry Co Ltd, a company which primarily engages in the manufacture, processing and sale of wooden products within the PRC domestic and overseas markets, pursuant to a privatization and delisting scheme of arrangement under Section 210 of the Singapore Companies Act. With a presence in more than 52 countries, the HTL International group manufactures, imports and exports leather sofas and leather upholstery furniture, and sells and distributes upholstered furniture and home furnishing products. Partners Danny Lim and Bernia Tan are leading the transaction which was announced on 7 January 2015 and is yet to be completed. Rajah &Tann Singapore has also acted for Asia Renal Care (SEA) Pte (ARC SEA), a subsidiary of Fresenius Medical Care AG & Co KGaA (FMC Group), in respect of the acquisition of 70 percent of the shares of Orthe Pte Ltd by ARC SEA. Further to the acquisition, ARC SEA owns 100 percent of the shares in Orthe Pte Ltd. The transaction amounted to a merger under Section 54 of the Competition Act. In view of the structure of the market and the market share of the parties in the relevant market (i.e. the provision of dialysis services in Singapore), a decision was made to obtain a decision by the Competition Commission of Singapore (CCS) that the merger was not in violation of Section 54 of the Competition Act. The parties were able to successfully establish that the structure and nature of the market was such as to prevent the merger from resulting in a substantial lessening of competition in Singapore. The CCS cleared the merger. Partners Kala Anandarajah and Dominique Lombardi led the transaction. Reed Smith has advised Colas Group, a world leader in the construction and maintenance of transport infrastructure, in respect of its acquisition of Anglo American’s stakes in six companies that have historically operated under the Tarmac name in the United Arab Emirates, Oman and Qatar. Colas will now own the six companies jointly with Middle Eastern partners Al Futtaim, Al Zawawi and Midmac. Specialized in the production of construction materials (aggregates, asphalt mix) and in road construction, these jointly owned or operated companies produce 7.5 million tons of aggregates and 1.6 million tons of asphalt mix per year via three quarries and ten asphalt plants. Partners Edward Miller (London and Paris), Charles Jurd (London) and Vince Gordon (Abu Dhabi) led the transaction. Shardul Amarchand Mangaldas & Co has advised Texmaco Rail & Engineering Ltd in respect of its purchase of 55 percent shareholding in Bright Power Projects (India) Private Ltd from its promoters. Pursuant to the acquisition, Bright Power Projects has become a subsidiary of Texmaco. Bright Power Projects specialises in ‘over-head electrification’ solutions for the railways and has strong credentials in this specialised field, which is reflected in execution of more than 400 electrification projects pan India. Its current unexecuted order book stands around INR600 crores (US$88.8m). With this acquisition, Texmaco will make a foray in high growth ‘over head electrification’ solutions for the rail sector which will enable it to further strengthen its position towards becoming a one-stop integrated ‘total rail solution’ provider. Partner Kalpataru Tripathy led the transaction which was completed on 4 January 2016. Kanga & Co advised the sellers. Shardul Amarchand Mangaldas & Co has also advised Red Fort India Real Estate HoldCo I LLC, a fund managed by Red Fort Capital, in respect of its exit from the investment in Exora Business Parks. As part of the transaction, Red Fort India Real Estate HoldCo agreed to transfer its entire shareholding in the company to Valdel Extent Outsourcing Solutions Private Ltd, a subsidiary of the promoters of the company, Prestige Estates and Projects Ltd. The deal was signed on 22 December 2015. First tranche was completed on 23 December 2015 whilst the remaining tranches are expected to be completed by June 2016. Partner Jatin Aneja, supported by partner VR Neelakantan, led the transaction which was valued at approximately INR600 crores (US$8.88m). Cyril Amarchand Mangaldas advised Exora Business Parks, Prestige Estate Projects and Valdel Extent Outsourcing Solutions. Sidley has represented General Electric in respect of a definitive agreement to sell its appliances business to Qingdao Haier Co Ltd for US$5.4 billion. The transaction has been approved by the board of directors of GE and of Haier, and remains subject to customary closing conditions and regulatory approvals. The transaction is targeted to close in mid-2016. Chicago partner Brian Fahrney, supported by M&A partners Tao Lam in Beijing and Tom Deegan in Hong Kong, led the transaction. Simmons & Simmons has advised Haitong International Investment Fund SPC in respect of China Innovative Finance Group Ltd’s US$40 million issuance of US dollar convertible bonds. Partner Jay Lee led the transaction. Slaughter and May Hong Kong has advised Swire Properties Ltd in respect of the issue by its wholly-owned subsidiary, Swire Properties MTN Financing Ltd, of US$500 million 3.625 percent guaranteed notes due 2026. The notes were issued under Swire Properties’ US$3 billion medium term note programme. The notes are guaranteed by Swire Properties and are listed on the HKSE. HSBC and JP Morgan acted as the joint lead managers. Capital markets partner Lisa Chung led the transaction. White & Case is advising Chinese consumer electronics manufacturer Haier Group in respect of its strategic cooperation framework agreement with NYSE-listed General Electric. As a first step in this partnership, SSE-listed Qingdao Haier Co Ltd, a company that is 41 percent owned by Haier, will acquire GE’s appliances business and will be licensed to use the GE brands for 40 years. The firm is also acting as international counsel to Qingdao Haier. The acquisition will create a global leader in the appliance industry. The acquisition of GE Appliances is an important investment in expanding Haier’s presence in the US and the Western hemisphere. Haier is the world’s leading home appliance provider, with global revenues amounting to US$32.6 billion and profits of US$2.40 billion in 2014. Partners Vivian Tsoi, Alex Zhang, Greg Pryor, Dan Latham, John Shum, David Li, Daren Orzechowski, Scott Weingaertner, Rebecca Farrington, Axel Schulz, Steven Lutt and Doug Halsey are advising on the transaction. WongPartnership has advised DBS Bank Ltd, the financial adviser and issue manager, and the book-runner and underwriter in respect of the IPO of units in BHG Retail REIT on the main board of the SGX under Regulation S to raise approximately S$394.2 million (US$274.7m). Partner Colin Ong led the transaction. WongPartnership has also acted for United Overseas Bank Ltd, the mandated lead arrangers, the syndicate of lenders and the agent in respect of the US$100 million financing granted to New Hope International (Hong Kong) Ltd. Partner Christy Lim led the transaction. |
Deals – January 13, 2016
ABNR has represented Indonesian venture capital firm Ideosource in respect of its investment in online marketplace for handicraft known as Qlapa. The startup will use the investment to focus on team building, marketing and merchant acquisition. Partner Freddy Karyadi led the transaction.
AZB & Partners has advised Narayana Hrudayalaya Ltd in respect of its IPO structured as an offer for sale constituting 12 percent of the fully diluted post issue paid-up equity share capital of the company. Partners Srinath Dasari and Lionel Almeida led the transaction which was valued at approximately INR6.13 billion (US$91.5m) and was completed on 29 December 2015. AZB & Partners is also advising Edelweiss Financial Services Ltd, ICICI Securities Ltd and JM Financial Institutional Securities Ltd as the underwriters in respect of the public offering by Thyrocare Technologies Ltd of up to approximately 10.7 million equity shares with face value of INR10 (US$0.15) each through an offer for sale by certain existing shareholders of the company. Partners Varoon Chandra and Lionel D’Almeida are leading the transaction which is yet to be completed. Cyril Amarchand Mangaldas has acted as Indian counsel to Credit Suisse (Singapore) Ltd as the dealer manager in respect of the restructuring of the foreign currency convertible bond pursuant to an exchange offer undertaken by Videocon Industries Ltd. The exchange offer was of US$100,000 each in aggregate nominal value of US$200 million 6.75 percent convertible bonds due 2015 with US$50,000 in aggregate principal amount of US$97.2 million 4.3 percent convertible bonds due 2020 and a cash amount equal to US$50,000 plus an amount in cash in US dollars equal to accrued interest. The date of allotment of exchange bonds was on 30 December 2015. Mumbai capital markets partner Gaurav Gupte led the transaction whilst Linklaters acted as English counsel. Baker & McKenzie.Wong & Leow acted as English counsel to Videocon Industries. Cyril Amarchand Mangaldas has also acted as Indian counsel to Axis Capital Ltd and Jefferies India Private Ltd as the book-running lead managers in respect of the qualified institutions placement of approximately 8.6 million equity shares with face value of INR10 (US$0.15) each of Strides Shasun Ltd at a price of INR1,278 (US$19.12) per equity share, including a premium of INR1,268 (US$18.97) per equity share, aggregating to approximately INR11 billion (US$164.5m). The preliminary placement document was filed with the stock exchanges on 17 December 2015. The issue opened on 17 December 2015 and closed on 21 December 2015. The placement document was filed with the stock exchanges on 21 December 2015. The shares were allotted to the investors on 23 December 2015 whilst Strides Shasun received the listing and trading approval from the BSE and NSE on 28 December 2015. Bangalore capital markets partner Arjun Lall, supported by New Delhi capital markets partner Gokul Rajan, led the transaction whilst Jones Day acted as international counsel. Davis Polk is advising the sales agent in respect of a SEC-registered dribble-out offering by Canadian Solar Inc of its common shares for up to US$100 million. Founded in 2001 in Canada, Canadian Solar is one of the world’s largest solar power companies and a vertically integrated provider of solar modules and system solutions with operations in North America, South America, Europe, Africa, the Middle East, Australia and Asia. Partners James C Lin and John D Paton led the transaction. Davis Polk is also advising China Cinda Asset Management Co Ltd in respect of a proposed strategic investment by Sino Biopharmaceutical Ltd. Pursuant to terms of the investment, China Cinda has conditionally agreed to issue H shares to Sino Biopharmaceutical for approximately RMB4.92 billion (US$748m). The investment, which is subject to a number of conditions precedent, will give Sino Biopharmaceutical approximately 4.999 percent interest in the total share capital of China Cinda. An asset management company in China, HKSE-listed China Cinda is principally engaged in distressed asset management and provides customized financial solutions and differentiated asset management services to its clients through the synergistic operation of its diversified business platforms. A limited liability company incorporated in the Cayman Islands, Sino Biopharmaceutical is principally engaged in the research, development, production and sale of a series of modernized Chinese medicines and chemical medicines for the treatment of hepatitis and cardio-cerebral diseases. Partner Antony Dapiran led the transaction. ELP has acted as Indian counsel for SAMHI Hotels Private Ltd in respect of the investment by Goldman Sachs Investments Holdings (Asia) Ltd into SAMHI. Partners Sujjain Talwar and Darshan Upadhyay, supported by associate partner Aakanksha Joshi, led the transaction which was valued at INR441 crores (US$66m) and closed on 23 December 2015. Jones Day Singapore acted as foreign counsel to SAMHI. Clifford Chance Hong Kong and AZB & Partners were the foreign counsel and Indian counsel, respectively, to Goldman Sachs. Khaitan & Co and Trilegal acted as Indian counsels to existing investors GTI Capital and IFC, respectively. Hogan Lovells has advised the syndicate of lenders in respect of the US$2.45 billion five-year term and revolving facilities to Tencent Asset Management Ltd in Tencent’s second major syndicated loan which involved 19 lenders. The syndicate of lenders includes Australia and New Zealand Banking Group Ltd, Bank of China (Hong Kong) Ltd, China Merchants Bank, Off-Shore Banking Center, Citibank NA Hong Kong Branch, Citigroup Global Markets Asia Ltd, The Hongkong and Shanghai Banking Corp Ltd and Mizuho Bank Ltd as senior mandated lead arrangers, book-runners and underwriters. The firm also advised Citicorp International Ltd as facility agent. Three other banks joined as senior mandated lead arrangers and 10 more banks joined as mandated lead arrangers. The facility was split into a US$1.2 billion term loan and a US$1.2 billion revolver, offering an all-in pricing of 125 basis points based on a margin of 110 basis points over LIBOR and a 20 basis points commitment fee. Founded in 1998, Tencent is one of the largest and most used internet service portals in China. It has more than one billion users for its instant messaging platforms WeChat and QQ. Hong Kong banking partner Owen Chan led the transaction. Hogan Lovells has also advised the Islamic Corp for the Development of the Private Sector as the arranger in respect of the inaugural CFA150 billion (US$247.7m) sukuk offering by the Government of Côte d’Ivoire. The sukuk is an amortising sukuk al-ijara and is targeted at local banks and institutional investors. It mirrors the successful Senegal sukuk that Hogan Lovells advised on in 2014. Global Head of Islamic Finance Rahail Ali and partner Imran Mufti, assisted by Paris international debt capital markets partner Baptiste Gelpi, led the transaction. J Sagar Associates has acted as domestic counsel in respect of the issue in Somany Ceramics Ltd’s qualified institutions placement of equity shares amounting to INR1.2 billion (US$18m). The issue also included an offering of equity shares to qualified institutional buyers within the US. Partners Nosh Modi and Arka Mookerjee led the transaction. Squire Patton Boggs Singapore acted as the international counsel to Emkay Global Financial Services Ltd as the book-running lead manager. Khaitan & Co has advised Merck Sharp & Dohme BV (MSD BV) and Organon India Private Ltd (OPIL) in respect of the acquisition by Piramal Enterprises Ltd (PEL) of five trademark rights from OPIL and MSD BV for approximately US$13.8 million. The acquisition includes mainly the brands Naturolax, Lactobacil and Farizym, which PEL intends to continue in the gastro-intestinal segment through the over-the-counter route. MSD BV and OIPL currently operate in various therapeutic areas in human health and offers a strong and diversified product portfolio of over 60 brands in total. Partner Bhavik Narsana, assisted by partners Adheesh Nargolkar and Avaantika Kakkar, led the transaction. Khaitan & Co has also advised GTI Capital Alpha Pvt Ltd in respect of the investment by Goldman Sachs Investments Holdings (Asia) Ltd for subscription of equity shares of SAMHI Hotels Private Ltd for approximately US$66 million. GTI Group is a venture capital and private equity firm specializing in investments in venture capital, growth equity and buyouts. Within venture capital, the firm invests primarily in technology start-ups with a focus on technology spinouts and early stage venture investments. Partners Bharat Anand and Joyjyoti Misra led the transaction. Kirkland & Ellis is advising the special committee of the board of directors of NYSE-listed Trina Solar Ltd, a global leader in photovoltaic modules, solutions and services, in respect of its review and evaluation of a proposed acquisition by its Chief Executive Jifan Gao and Shanghai Xingsheng Equity Investment & Management Co. The non-binding ‘going-private’ proposal was announced on 12 December 2015. Hong Kong corporate partners David Zhang, Jesse Sheley and Xiaoxi Lin are leading the transaction. Kirkland & Ellis has also represented KKR in respect of its agreement to pursue acquisitions and investment opportunities by establishing an integrated entity to provide asset management services to the oil and gas industry globally. The agreement was announced on 23 December 2015. Hong Kong corporate partners Jesse Sheley, Pierre Arsenault and Xiaoxi Lin led the transaction. Latham & Watkins has advised PTT Public Company Ltd in respect of its sale of 1.24 billion shares in Star Petroleum Refining Public Company Ltd (SPRC) via SPRC’s β12.9 billion (US$354.7m) IPO and listing on the Stock Exchange of Thailand. SPRC is the Thai refining unit of Chevron Corp. The IPO raised proceeds of β11.18 billion (US$307.4m). Partners Michael Sturrock and Posit Laohaphan led the transaction. Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company NNK Group Ltd in respect of its global offering and listing of 100 million shares on the Main Board of the HKSE. The shares are offered at HK$1.00 (US$0.129) each. NKK Group is a leading online transaction service provider in the mobile top-up service industry in China through electronic banking systems of PRC banks. Partner Mark Western led the transaction whilst Latham & Watkins acted as Hong Kong counsel. Sidley Austin advised Quam Capital Ltd as the sole sponsor and CICC and Quam Securities Company Ltd as the joint lead managers. Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Top Spring International Holdings Ltd in respect of the first tranche issuance of convertible bonds with an aggregate principal amount of US$100 million. Partner Greg Knowles led the transaction whilst Latham & Watkins, led by partner Posit Laohaphan, acted as Hong Kong counsel. Linklaters and K&L Gates acted as Hong Kong counsel for Morgan Stanley as the placing agent and Citicorp International Ltd as the trustee, respectively. Norton Rose Fulbright has advised Jefferies Hong Kong in respect of a US$34 million placing of new H shares of HKSE-listed Launch Tech Company Ltd, a company which provides products and services serving the automotive aftermarket and the automobile industry in the PRC and certain overseas countries. Jefferies is a global firm providing a full range of investment banking, sales, trading, research and strategy services to investors, companies and governments. Net proceeds from the placing will be used for development of “internet of vehicles” business, development of smart devices and vehicles cloud platforms, as well as a general working capital of Launch Tech. Hong Kong partner Terence Lau led the transaction. Orrick, Herrington & Sutcliffe has represented Womai.com in respect of its US$220 million Series C financing from Tai Kang Asset Management, Baidu, Dragon Capital, IDG, COFCO Agricultural Industrial Equity Investment Fund and the PE arm of Sunshine Insurance. Founded in 2009 by Chinese state-owned food conglomerate COFCO, Womai.com is a leading B2C food and beverage e-commerce platform based in Beijing. The transaction was completed in December 2015. Upon completion of the financing, Womai.com will become the first “unicorn” in the food-e-commerce industry. Beijing corporate partner Ning Zhang led the transaction. Rajah & Tann is advising GS Holdings Ltd in respect of its IPO and listing on the Catalist Board of the SGX-ST by way of a placement of 24 million shares at S$0.25 (US$0.174) each. Upon completion of the placement, the market capitalisation of the company is expected to be approximately S$31 million (US$21.6m). GS Holdings is an established centralised commercial dishware washing company that specialises in providing end-to-end cleaning services for Singapore’s food and beverage industry. With an estimated 40 percent market share, the GS Holdings Group serves a diversified customer base island-wide, ranging from F&B establishments located in shopping malls, food courts, coffee shops, restaurants, hawker centres, as well as a public tertiary hospital. UOB Kay Hian Private Ltd acted as the issue manager, sponsor and placement agent. Partners Danny Lim and Penelope Loh are leading the transaction. Shearman & Sterling is advising the Special Committee of the board of directors of iDreamSky Technology Ltd in respect of its US$592 million going-private transaction. The buyer group is led by a group of management members, existing shareholders and new investors that include V Capital, Prometheus Capital, Legend Capital, We Capital and Star VC. iDreamSky is one of the largest independent mobile game publishing platforms in China and distributes well-known international mobile games through its proprietary distribution channels and third-party channels, such as app stores and device pre-installations. Partner Paul Strecker (Hong Kong-M&A), supported by partners Larry Crouch (Menlo Park-Tax) and Richard Hsu (Menlo Park-Intellectual Property Transactions), is leading the transaction which is expected to close in the second quarter of 2016, subject to certain closing conditions. Slaughter and May has advised Mizuho Bank as the coordinator of 21 local and international banks in respect of a HK$5 billion (US$644.3m) 5-year revolving credit facility for the Airport Authority Hong Kong (AA), a statutory body wholly-owned by the Hong Kong SAR Government. Established in 1995, the AA is responsible for the operation and development of Hong Kong International Airport. The credit facility was signed on 7 December 2015. Partner Peter Lake led the transaction. Slaughter and May Hong Kong has also advised China Hengshi Foundation Company Ltd in respect of the Hong Kong and US legal aspects of its IPO and listing on the Main Board of the HKSE. China Hengshi raised approximately HK$537.5 million (US$69.27m) through the IPO, before any exercise of over-allotment option. Morgan Stanley Asia Ltd acted as the sole sponsor and sole global coordinator. China Hengshi is a leading global manufacturer and supplier of fiberglass fabrics used in wind turbine blades. It was the third largest manufacturer and supplier of fiberglass fabrics used in wind turbine blades globally based on sales volume by tonnage in 2014 and the only PRC-based company among the top three global players. Dealing in the shares of China Hengshi on the HKSE commenced on 21 December 2015. Partners Benita Yu, John Moore and Charlton Tse led the transaction. Stephenson Harwood (Singapore) Alliance has advised Transportation Partners in respect of a US$143.7 million Coface guaranteed floating rate notes issuance due 2025 for Aeronautic Investments 18 Ltd. The transaction marks Coface’s first guaranteed bond transaction for an Asian client. It also represents the world’s first-ever Coface guaranteed bond transaction financing ATR aircraft. The notes are backed by a guarantee of Compagnie Française d’Assurance pour le Commerce Extérieur, acting for the French State. BNP Paribas acted as the sole lead manager for the transaction. Aeronautic Investments 18 is an issuing vehicle set up within an aircraft financing structure for Transportation Partners. In 2014, Transportation Partners took delivery of ten ATR 72-600 turboprop aircraft and leased them to Wings and Malindo Airways. The financing was structured through 10 Coface guaranteed loans arranged by BNP Paribas. Proceeds from the transaction were used to refinance those loans at a lower funding cost to Transportation Partners. Partner Saugata Mukherjee led the transaction. Tay & Partners has acted as Malaysian counsel for AirAsia Global Notes Ltd, a wholly-owned subsidiary of AirAsia Berhad, Southeast Asia’s biggest budget carrier, in respect of its US$1 billion multicurrency medium term note programme. Barclays Bank PLC Singapore Branch is the sole arranger and, together with CIMB Bank (L) Ltd and RHB Investment Bank Berhad, are the joint dealers of the programme. Under the programme, the company may, subject to compliance with all relevant laws, regulations and directives, from time to time issue notes in series or tranches denominated in US dollars or any other currency, as may be agreed between the company, AirAsia and the relevant dealer(s). Managing partner Tay Beng Chai, supported by principal partner Mohd Khairil Ezane and partner Yip Jia Hui, led the transaction whilst Linklaters advised the company and AirAsia on English law. Allen & Overy and Kadir Andri & Partners acted for the arranger and the joint dealers. Veritas Legal has advised Zoetis India Ltd in respect of Ahmedabad-based drug major Zydus Cadila’s acquisition of select animal health brands and a manufacturing unit located at Haridwar in Uttarakhand from from Zoetis, the world’s largest producer of medicine and vaccinations for pets and livestock. Zydus operates its veterinary business through Zydus Animal Health. Zoetis was spun off from Pfizer in 2013. The acquisition will help Zydus gain access to a wide range of nutrition as well as therapeutic products, which have strong brand equity and a combined turnover of INR171 crores (US$25.35m). A major boost to Zydus’ portfolio will be the addition of livestock farm care products that are well accepted in the market. Zydus’ access to the WHO GMP-approved manufacturing facility at Haridwar is expected to boost its exports and institutional business. The over 10,000 sq metre plant manufactures tablets, liquid orals and injectables. Veritas Legal has also advised Forbes & Company Ltd in respect of the sale of its container freight station business at Veshvi and Mundra and its logistics business to the Transworld Group. Partner Abhijit Joshi led the transaction which is subject to execution of definitive documents, fulfillment of various conditions precedent, including but not limited to obtaining various government and other approvals. Weerawong C&P has represented Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank (ADB), in respect of the Thai legal aspects of the guarantee to be provided by CGIF of S$195 million (US$136m) unsecured bonds issued by IVL Singapore Pte Ltd, a Singaporean subsidiary of listed Thai company Indorama Ventures Public Company Ltd (IVL). CGIF received a counter indemnity from the issuer and the Thai parent. This represents one of CGIF’s first transactions in Thailand. The use of an offshore issuing vehicle was unusual for the Thai market. Bank of Thailand approval was obtained for the issue of bonds through the offshore vehicle and payment to CGIF of guarantee fees and under the counter indemnities. The transaction closed on 7 October 2015. CGIF was established by ADB and the members of ASEAN together with the People’s Republic of China, Japan, Republic of Korea (ASEAN+3). CGIF is a key component of the Asian Bond Markets Initiative. It was established to promote the development, stability and resilience of financial markets in the region. CGIF provides credit guarantees for local currency denominated bonds issued by investment grade companies in ASEAN+3 countries. IVL is one of the world’s leading petrochemical producers and leading manufacturer of wool yarns. Partner Veeranuch Thammavaranucupt led the transaction. Weerawong C&P has also represented Amata VN Public Company Ltd, a 75-per-cent-owned subsidiary of Amata Group, Thailand’s largest industrial estate developer, in respect of its IPO on the Stock Exchange of Thailand (SET). The funds raised in the β1.25 billion (US$34.5m) IPO in Thailand will be used to develop the new Hi-Tech Industrial Park project at Amata City Long Thanh in Vietnam. This is the third Thai holding company listed on the SET to raise funds domestically to finance business expansion in a foreign country. The first day of trading on the SET was on 16 December 2015. Executive partner Peangpanor Boonklum led the transaction. Weil has represented Baring Private Equity Asia in respect of its acquisition of HCP Packaging, one of the world’s leading primary packaging companies for cosmetic products, from TPG Capital. Private equity partner Tim Gardner led the transaction. Wong & Partners, a member firm of Baker & McKenzie International, has advised Mulia Property Development Sdn Bhd, an associate of Mulia Group (Jakarta), one of the largest commercial property developers in Indonesia, in respect of the MYR665 million (US$151.7m) purchase of land for the development of the Signature Tower within the 70-acre Tun Razak Exchange (TRX) project in Kuala Lumpur. Once constructed, the Signature Tower building will be a highly visible focal point for TRX and is targeted to be the best international business address in Kuala Lumpur. Partner Yong Hsian Siong led the transaction. Zain & Co advised the sellers. WongPartnership has acted for CMA CGM SA, a French company which is the world’s third-largest container ship operator by capacity, in respect of the syndicated financing of US$1.65 billion to finance its acquisition of all the issued and paid up ordinary shares (excluding issued and paid up ordinary shares held as treasury shares) in the capital of Neptune Orient Lines Ltd. Partners Tan Kay Kheng, Andrew Ang, Christy Lim, Felix Lee and Anna Tan led the transaction. WongPartnership is also acting for City Developments Ltd (CDL) in respect of the acquisition by Golden Crest Holdings, a joint venture between Bestro Holdings (a wholly-owned subsidiary of CDL) and Alpha Asia Macro Trends Fund II (an investment fund managed by Alpha Investment Partners Ltd), of three of CDL’s prime office assets in Singapore worth approximately S$1.1 billion (US$767m) via a new profit participation securities platform. Joint managing partner Ng Wai King and partners Susan Wong, Dorothy Marie Ng, Hui Choon Yuen, Low Kah Keong, Tan Teck Howe, Goh Gin Nee, Serene Soh, Lau Kiat Wee, Tan Beng Lee, Tan Li Wen, Bonnie Wong and Benjamin Tay are leading the transaction. |
Deals – January 6, 2016
Clifford Chance has advised China Construction Bank Corp in respect of its US$3.05 billion, 4.65 percent non-cumulative perpetual offshore preference shares. China Construction Bank will use the proceeds to replenish its Tier 1 capital ratio, in compliance with the China Banking Regulatory Commission’s requirements that systemically-important lenders must increase the Basel III capital adequacy ratio to 9.5 percent by 2018. Partner Angela Chan, supported by partners Connie Heng and Fang Liu, led the transaction.
Clyde & Co has advised DACH ADVISORY Group in respect of the establishment of Austria’s Modul University Vienna’s first campus in Dubai and securing Dubai Investments’ investment of 90 percent of the total project cost. DACH ADVISORY Group, a specialist in the transfer of cross-border models between the German-speaking world, Russia/CIS and the Middle East, sponsored the project and holds the remaining 10 percent stake in the venture. The new campus, spread across 25,000 square feet and Modul’s first outside Austria, will be established in the Dubai Multi Commodities Centre in Jumeirah Lakes Towers, Dubai and will be fully operational by September 2016. Corporate partner and Head of Education Ross Barfoot led the transaction. Davis Polk is advising The People’s Insurance Company (Group) of China Ltd in respect of the acquisition, through its subsidiary PICC Property and Casualty Company Ltd (PICC P&C), of approximately 19.99 percent of the total issued shares of Hua Xia Bank, a commercial bank listed on the Shanghai Stock Exchange, from affiliates of a European investment bank for up to RMB25.7 billion (US$3.94b). PICC group is the first nationwide insurance company in China and operates a property and casualty insurance business, life and health insurance businesses, a fund application business and an investment management business through its subsidiaries. Partner Antony Dapiran led the transaction. Davis Polk has also advised the sole dealer manager in respect of Indo Energy Finance BV’s up to US$128.57 million offer to repurchase for cash its outstanding US$300 million 7 percent senior notes due 2018. Incorporated in the Netherlands, Indo Energy Finance is a wholly-owned subsidiary of PT Indika Energy Tbk, one of Indonesia’s leading integrated energy groups with a portfolio of businesses spanning energy resources, services and infrastructure sectors. Partner William F Barron led the transaction. Drew & Napier is acting for Baring Private Equity Asia in respect of its pre-conditional voluntary general offer to acquire all the issued and paid-up ordinary shares of Interplex Holdings Ltd for S$450 million (US$315.5m). The offer is subject to certain pre-conditions, including approvals from governmental and regulatory agencies, as well as consent from the holders of Interplex’s notes to amend the terms of the notes. If the pre-conditions are satisfied, Baring’s offer will be at S$0.82 (US$0.575) per share, which is 15.5 percent higher than the last traded price on 22 December 2015. Standard Chartered Private Equity Ltd and Metcomp Group Holdings, who collectively hold approximately 57.7 percent of the shares in Interplex, have given irrevocable undertakings to accept the offer if and when made, in respect of all their shares. Barings is one of Asia’s largest private equity firms with funds that have more than US$9 billion in committed capital. Directors Gary Pryke, Ralph Lim, Sandy Foo and Maryam Menon are leading the transaction whilst Weil, Gotshal & Manges is acting as lead international counsel and Fangda Law and T&D Associates are acting as Chinese counsel. Standard Chartered Private Equity and Metcomp Group Holdings are advised by WongPartnership. A&G is advising Interplex Holdings. J Sagar Associates has advised Amazon in respect of its investment in the securities of Sarvaloka Services On Call Private Ltd (SSOCPL), as part of a Series B funding round aggregating to INR1.5 billion. SSOCPL operates the website Housejoy.com. Partner Vivek K Chandy led the transaction whilst Perkins Coie acted as international counsel. Indus Law advised Vertex Ventures, a co-investor in the Series B funding round. Samvad Partners advised SSOCPL and Matrix Partners, an existing investor in the company. Khaitan & Co has advised B9 Beverages Private Ltd in respect of the acquisition by Sequoia Capital India Investments IV of 20 percent stake in B9 Beverages through a primary investment in compulsorily convertible preference shares. B9 Beverages is a start up with the mission to bring a craft beer revolution in India. B9 is engaged in the import and marketing of Bira91 beer. Associate partner G T Thomas Philippe led the transaction. Khaitan & Co has also advised Airgate Holdings Ltd in respect of the acquisition of 31.7 percent stake in ABEC Exhibitions & Conferences Private Ltd (ABECPL). In addition to the minority stake of 28.3 percent that was acquired in 2012, the deal takes the total holding of Airgate Holdings in ABECPL to 60 percent. Airgate Holdings is part of ITE Group PLC, one of the world’s leading organisers of international trade exhibitions and conferences. Associate partner Prasenjit Chakravarti, supported by executive director Daksha Baxi and partner Adheesh Nargolkar, led the transaction. Kirkland & Ellis is representing a consortium led by Mr. Michael Xiangyu Chen, CEO and chairman of the board of directors of iDreamSky, and Mr. Anfernee Song Guan, chief technology officer and a director of iDreamSky, together with certain rollover securityholders and new investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital, Star VC or their affiliated entities, in respect of its acquisition of NASDAQ-listed iDreamSky Technology Ltd, China’s leading independent mobile game publishing platform. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are leading the transaction which was announced on 31 December 2015. Latham & Watkins has represented PricewaterhouseCoopers as the joint and several liquidators of Wongs Investment Development Holdings Group Ltd, formerly the controlling shareholder of China Kingstone Mining Holdings Ltd, in respect of the disposal of approximately 1.75 billion shares in China Kingstone Mining, representing approximately 48.16 percent of the total issued share capital. HKSE-listed China Kingstone Mining is the largest beige marble producer in China. The disposal by Wongs Investment was conducted through a competitive bidding process and was effected by way of a placing and sale with two buyers, which were all completed on 23 December 2015. Hong Kong partners Howard Lam and Simon Powell led the transaction. Shardul Amarchand Mangaldas & Co has acted as Indian counsel to Videocon Industries Ltd in respect of its restructuring of US$194.4 million 6.75 percent foreign currency convertible bonds (FCCBs) issued in December 2010 and due December 2015. Videocon Industries is a global conglomerate and the flagship company of the Videocon Group in India. The transaction involved part cash settlement of US$97.2 million (plus applicable interests and costs) and part exchange into US$97.2 million 4.3 percent FCCBs due December 2020. The exchange bonds are secured by way of pledge of certain shares of Videocon Industries subsidiary Videocon Telecommunications Ltd by certain Videocon Group entities and personal guarantees by two Videocon Industries promoters. Videocon Industries’ existing FCCBs were and the exchange bonds are listed on the SGX-ST whilst Videocon Industries’ underlying equity shares are listed on India’s BSE and NSE. Deutsche Bank AG Hong Kong Branch was the principal agent, Deutsche Bank Luxembourg SA was the registrar and Madison Pacific Trust Ltd was the security trustee. National Practice Head-Capital Markets partner Prashant Gupta, supported by partners Shilpa Mankar Ahluwalia and Monal Mukherjee, led the transaction which closed on 30 December 2015. Baker & McKenzie.Wong & Leow advised Videocon Industries as to English law. Linklaters and Cyril Amarchand Mangaldas advised Credit Suisse (Singapore) Ltd as the sole book-runner on English law and Indian law, respectively. Allen & Overy advised DB Trustees (Hong Kong) Ltd on certain matters of English law. Duane Morris & Selvam advised the promoters as to certain matters of English law in relation to the promoter guarantee. DLA Piper and Juris Corp advised certain bondholders as to certain matters of English law and Indian law, respectively. Shearman & Sterling is acting as US counsel to the Special Committee of iDreamSky Technology Ltd, China’s leading independent mobile game publishing platform, in respect of a definitive agreement and plan of merger with Dream Investment Holdings Ltd and its wholly-owned subsidiary Dream Merger Sub Ltd. At the effective time of the merger, a consortium of management and investors will, through Dream Investment, acquire iDreamSky for a cash consideration equal to US$3.50 per Class A and Class B ordinary iDreamSky share or US$14.00 per iDreamSky American depositary share, each of which represents four Class A ordinary shares. The consortium is led by Mr. Michael Xiangyu Chen, CEO and chairman of the board of directors of iDreamSky, and Mr. Anfernee Song Guan, chief technology officer and a director of iDreamSky, together with certain rollover securityholders and new investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital, Star VC or their affiliated entities. The merger, which is expected to close in the second quarter of 2016, is subject to various closing conditions. If completed, the merger will result in the company becoming a privately-held company and its ADSs will no longer be listed on The NASDAQ Select Global Market. Maples and Calder is serving as Cayman Islands counsel to the Special Committee whilst Hogan Lovells is advising Duff & Phelps, the financial advisor to the Special Committee. Kirkland & Ellis and Walkers are acting as US and Cayman Islands counsel, respectively, to the consortium. Simpson Thacher’s Hong Kong office has represented Morgan Stanley, Credit Suisse, China Renaissance and Needham as the underwriters in respect of Yirendai Ltd’s IPO and listing on the NYSE of American Depositary Shares. The offering of 7.5 million ADS’s, representing 15 million ordinary shares of Yirendai, raised US$75 million gross proceeds before the exercise of the greenshoe option. Yirendai is a leading online consumer finance marketplace in China. Partner Chris Lin led the transaction. Simpson Thacher’s Hong Kong office has also represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by Xinte Energy Co Ltd, a leading solar-grade polysilicon producer and PV project contractor engaging primarily in the upstream and downstream segments of the PV industry in China. Xinte Energy offered an aggregate of 146.5 million H shares (prior to the exercise of the over-allotment option), which raised approximately HK$1.3 billion (US$167.7m) in gross proceeds. The H shares of Xinte Energy are listed on the HKSE. UBS Securities Hong Kong Ltd and GF Capital (Hong Kong) Ltd acted as the joint sponsors. GF Securities (Hong Kong) Brokerage Ltd, UBS AG Hong Kong Branch, AMTD Asset Management Ltd and BOCI Asia Ltd acted as joint global coordinators. Partners Chris Wong and Leiming Chen led the transaction. Skadden has represented Morgan Stanley as sole sponsor, sole global coordinator and a joint book-runner in respect of China Hengshi Foundation Company Ltd’s approximately HK$469 million (US$60.5m) IPO on the Main Board of the HKSE. Shares began trading on 21 December 2015. Hengshi is a leading manufacturer and supplier of fiberglass fabrics used in wind turbine blades. Partners Christopher Betts and Will Cai led the transaction. Skadden has also acted for the underwriters, comprising of Deutsche Bank AG Hong Kong Branch, CIMB Securities Ltd, Mizuho Securities Asia Ltd, ING Bank NV and RHB Securities Hong Kong Ltd, in respect of Modern Dental Group Ltd’s approximately HK$1.05 billion (US$135.5m) IPO on the Main Board of the HKSE. Shares began trading on 15 December 2015. Partners Christopher Betts, Alec Tracy and Will Cai led the transaction. Sullivan & Cromwell is representing ACE Investment Fund (Hong Kong), an investment fund jointly controlled by China Three Gorges Corp, Fosun International Ltd (China) and E-Fund Management Co (Hong Kong), in respect of its two definitive share purchase and loan assignment agreements with EDP Energias de Portugal SA. Pursuant to the agreements, ACE agreed to acquire from EDP 49 percent of the equity interest in, and 49 percent of the loans owed by, EDP’s Italian and Polish wind farm project companies for a total consideration of approximately €392 million (US$425.4m). Hong Kong corporate partner Chun Wei is leading the transaction which was announced on 28 December 2015. Troutman Sanders has advised Guotai Junan Capital Ltd as the sole sponsor in respect of the US$14 million placing of China Yu Tian Holdings Ltd on the Growth Enterprise Market of the HKSE. Beijing/Hong Kong partner Allen Shyu led the transaction. WongPartnership is acting for Standard Chartered Private Equity Ltd and Metcomp Group Holdings as the vendors in respect of the approximately S$450 million (US$315.5m) pre-conditional voluntary general offer by Slater Pte Ltd, a wholly-owned subsidiary of The Baring Asia Private Equity Fund VI, for all the issued and paid-up ordinary shares in the capital of Interplex Holdings Ltd, other than those already owned, controlled or agreed to be acquired by the offeror, its related corporations and their respective nominees. Partners Andrew Ang and Milton Toon are leading the transaction. WongPartnership is also acting for QuEST Global Services Pte Ltd in respect of Warburg Pincus’ investment exit via the sale by Warburg Pincus of its shares in QuEST to Bain Capital LP and GIC Private Ltd (following a competitive auction process) for approximately US$325 million, valuing QuEST at US$1.5 billion. Partners Ong Sin Wei, Sim Bock Eng and Vivien Yui are leading the transaction. |
Deals – December 23, 2015
ABNR has represented Indonesian venture capital firm Venturaa in respect of an investment in Ruangguru, one of Indonesia’s growing online marketplace for tutors and education services. The startup aims to become the largest tech-enabled education provider in the region. Partner Freddy Karyadi led the transaction.
Allen & Gledhill has advised DBS Bank Ltd as arranger, Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent, Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent, Deutsche Bank Luxembourg SA as non-CDP registrar, and DB International Trust (Singapore) Ltd as trustee for holders of the securities, in respect of CITIC Envirotech Ltd’s establishment of a US$750 million multicurrency perpetual securities issuance programme under which CITIC issued US$175 million 5.45 percent senior perpetual securities. Partners Margaret Chin, Sunit Chhabra and Glenn David Foo led the transaction. Allen & Gledhill has also advised Beijing Hualian Department Store Co Ltd, as the sponsor, and BHG Retail Trust Management Pte Ltd, as manager of BHG Retail REIT, in respect of the IPO of BHG Retail REIT, a Singapore real estate investment trust. The gross proceeds raised were approximately S$394.2 million (US$280.9m). BHG Retail REIT is the first pure-play China retail REIT listed on the SGX-ST to be sponsored by a China-based group. Comprising five retail properties strategically located in Tier 1, Tier 2 and other cities of significant economic potential in China, the initial portfolio of BHG Retail REIT is valued at RMB2.8 billion (US$432m) as of 30 June 2015. Partners Jerry Koh, Chua Bor Jern, Long Pee Hua and Gloria Goh En-Ci led the transaction. AZB & Partners is advising Havells India Ltd in respect of the acquisition by Shanghai Feilo Acoustics Co Ltd of 80 percent shareholding in Havells Sylvania Malta, which holds various subsidiaries located principally across Europe, Latin America and Asia under the Sylvania Group, and the acquisition by an affiliate of Shanghai Feilo Acoustics of 80 percent shareholding in Havells Exim Ltd held by Havells India. Havells Exim is a Hong Kong company which is a wholly-owned subsidiary of Havells India. Partner Hardeep Sachdeva is leading the transaction which is valued at INR13.4 billion (US$202.2m) and is expected to be completed by January or February 2016. AZB & Partners has advised Pinebridge Asia Partners II LP, AIA Singapore Private Ltd and AIA International Ltd in respect of their acquisition of approximately 2.34 million shares at INR146 (US$2.20) each in Kinetic Engineering Ltd. Partners Gautam Saha and Sachin Mehta led the transaction which was completed on 1 December 2015. Cyril Amarchand Mangaldas has advised IBS Software Services Private Ltd, a Kerala-based private company which provides software solutions to the travel, transportation and logistics industry, in respect of a secondary acquisition by Techware Investments Pte Ltd, a Singapore-based SPV of Blackstone, in IBS Software Services, which also involved a full exit of existing foreign investor General Atlantic Mauritius Ltd Mauritius from IBS Software Services. Bangalore partners Reeba Chacko and Nagavalli G led the transaction which was signed on 8 December 2015. AZB & Partners and Shardul Amarchand Mangaldas & Co advised General Atlantic Mauritius and Blackstone, respectively. Davis Polk is advising the Special Committee of Jiayuan.com International Ltd in respect of its acquisition for US$5.04 per ordinary share or US$7.56 per American Depository Share by Baihe Network Co Ltd. The transaction is subject to customary closing conditions, including approval by Jiayuan shareholders, and is expected to close no later than the first half of 2016. Headquartered in Shanghai, China and listed on Nasdaq, Jiayuan operates the largest online dating platform in China. Baihe is listed on the National Equities Exchange and Quotations of the PRC and is among the largest matchmaking and online dating service providers in China. Baihe’s online platform Baihe.com is a leading marriage matchmaking platform in China. Corporate partners Howard Zhang and James C Lin are leading the transaction. Davis Polk is also advising the financial adviser to the independent committee of the board of directors of Bona Film Group Ltd in respect of its approximately US$1 billion going-private acquisition by a buyer consortium consisting of the chairman and chief executive officer of Bona Film and affiliates of, or funds managed by, Alibaba, Tencent, Fosun, Sequoia and SAIF. The transaction is subject to shareholder approval and other customary closing conditions and is expected to close in the second quarter of 2016. Headquartered in Beijing, China and listed on NASDAQ, Bona Film is a leading film distributor in China with an integrated business model encompassing film distribution, film production, film exhibition and talent representation. Partner Miranda So is leading the transaction. Dhir & Dhir Associates has advised Vipul Ltd in respect of the issue of secured, rated, listed, redeemable, non-convertible debentures aggregating to INR320 million (US$4.83m) on private placement basis. The said NCDs were subscribed by domestic as well as FII investors. Partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised a consortium of lenders led by L&T Infrastructure Finance Company Ltd in respect of one of the largest refinance transaction in the renewable energy space in India. The consortium provided up to INR8 billion (US$120.8m) financial assistance to the SPVs of NSL Renewable Power Private Ltd to, inter-alia, refinance existing project loans. The said SPVs are collectively operating renewable power projects of 132 MW at various part of the country. Partner Girish Rawat also led the transaction. Hogan Lovells has advised Standard Chartered Bank (SCB), Emirates NBD, Emirates Capital Ltd and Mashreq Bank in respect of a strategic financing for Joyalukkas Group, the largest, single-owned jewellery retail chain in the Middle East. Joyalukkas raised a total amount of AED500 million (US$136m) through multiple banking arrangements, including an US$80 million term loan with a five year tenor. SCB was the originating, structuring and coordinating bank and was also appointed facility and security agent for the deal. The strategic objective for Joyalukkas to take up this facility is the opportunity to refinance and reduce borrowing costs based on the prevailing Libor rates. Dubai finance partner Rustum Shah led the transaction. Hogan Lovells has also advised HNA Group, the owner of China’s fourth largest airline, in respect of the first phase of a complex circa €1.5 billion (US$1.64b) debt finance raising in conjunction with HNA Group’s CHF2.7 billion (US$2.73b) acquisition, based on the enterprise value, of the Swissport Group, the world’s largest ground and cargo handling company, from PAI Partners. The New York law-governed transaction involved extensive cross-border elements and multiple financing components that include a €660 million (US$723.3m) Term Loan B which is expected to complete in the New Year, a €400 million (US$438.37m) senior secured high yield bond, a €290 million (US$317.8m) senior unsecured high yield bond and an up to CHF150 million (US$151.75m) revolving credit facility. This hybrid financing was arranged by Barclays, JP Morgan and UBS. Upon closing of the acquisition, the proceeds of the transaction will be utilised to re-finance certain existing debt obligations of the Swissport Group. In addition, subsidiaries of the Swissport Group from 14 different jurisdictions are expected to accede as guarantors of all the newly issued debt, as well as to provide security in respect of the financing components that are intended to be secured. The bonds were issued via a newly incorporated Luxembourg entity and will be listed on Luxembourg’s Euro-MTF market. International Debt Capital Markets partner Sylvain Dhennin (London) and banking partners Alexander Premont (Paris/London) and Gordon Wilson (Washington DC) led the transaction. HSA Advocates has advised PTC India Financial Services Ltd in respect of the INR1.2 billion (US$18m) financing of a 66.4 MW wind power project being set up in in Rajasthan and Karnataka. Managing partner Hemant Sahai and associate partner Nilesh Chandra led the transaction. Khaitan & Co has advised Flipkart co-founder Binny Bansal, through his financial advisor Tsai Shen Capital, in respect of his and Sachin Bansal’s investment in Intelligent Interfaces Private Ltd, the new business venture of Rahul Yadav, ex-CEO of Housing.com. Flipkart is an e-commerce company founded in 2007 and headquartered in Bangalore. Tsai Shen Capital is a boutique family office which manages high net worth individuals and is an active investor in startups. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction. Khaitan & Co has also advised YES Bank Ltd in respect of a INR260 crores (US$39.2m) facility granted to Pioneer Genco Ltd, Pioneer Power Corp Ltd, Lakshmi Jalavidyut (Krishna) Ltd and Krishna Hydro Energy Ltd for refinancing their existing loans availed for development of hydro power projects in Karnataka, India. Yes Bank is one of India’s leading private sector full service commercial bank with pan-India presence and a focus on financing the development of infrastructure projects in India. Partner Kumar Saurabh Singh led the transaction. Kirkland & Ellis is advising a buyer group comprised of Mr. Dong Yu, the founder of Nasdaq-listed Bona Film Group Ltd, a leading film distributor and vertically integrated film company in China, and certain other entities, including affiliates of Sequoia, Fosun, SAIF, Alibaba Pictures Group Ltd and Tencent, in respect of their acquisition of Bona at an implied enterprise value of approximately US$1 billion, based on Bona’s total shares issued and outstanding on a fully diluted basis. The merger agreement was announced on 15 December 2015. Hong Kong corporate partners David Zhang and Jesse Sheley led the transaction. Kirkland & Ellis is also representing a consortium of investors, including, among others, CITIC Guoan, Golden Brick Silk Road Capital, Sequoia Capital China, Taikang Life Insurance, Ping An Insurance, Sunshine Insurance, New China Capital, Huatai Ruilian, Huasheng Capital or their affiliated entities, in respect of their acquisition of NYSE-listed Qihoo360 Technology Co Ltd, a leading internet company in China, in a transaction valued at US$9.3 billion, including the redemption of approximately US$1.6 billion of debt. The merger agreement was signed on 18 December 2015. Hong Kong corporate partners David Zhang, Jesse Sheley, Xiaoxi Lin and Amie Tang are leading the transaction. Mayer Brown JSM has advised Bayline Global Ltd in respect of its acquisition of Shanghai Corporate Avenue 3 from Shui On Land Ltd. The two parties signed the sale and purchase agreement on 10 December 2015. Bayline Global is a joint venture between LKK Health Products Group Ltd, a member of Lee Kum Kee, and Vanke Property (Hong Kong) Company Ltd, in which LKK owns 90 percent of the shares and Vanke the remaining 10 percent. With the deal valued at RMB5.7 billion (US$880m), the purchase represents one of the largest real estate transactions in Shanghai in 2015. Located in the trendy Xintiandi district, Corporate Avenue 3 has a gross floor area of approximately 87,295 sq. m., comprising of 24 floors of Grade A office space and five floors of retail space. Real estate partners Alan Yip and David Ellis led the transaction. Mourant Ozannes has advised Mr Ian Stokoe, Mr David Walker and Mr Simon Conway of PwC Corporate Finance and Recovery (Cayman) Ltd, as liquidators of the failed Weavering Macro Fixed Income Fund, in respect of securing an order from the Grand Court of the Cayman Islands for the re-payment of redemption payments to the failed Weavering Fund. In its decision dated 21 December 2015, the court ordered that redemption payments made to an investor of the fund prior to the commencement of its liquidation are to be repaid. Moreover, the Court ruled that the redemption payments constituted preferences and were therefore invalid. In doing so, the court has ordered that the redemption payments, which totaled over US$8.2 million, be repaid to the fund. The decision represents the first successful attempt by liquidators of a Cayman Islands investment fund to recover redemption payments on the basis of preference, meaning that the payments were made at a time when the fund was insolvent and made with a view to giving the investor a preference over the fund’s other creditors. Partner Shaun Folpp led the transaction. Rajah & Tann Singapore (R&T), together with Christopher & Lee Ong (CLO), a member firm of the R&T Asia network, has acted for EuroSports Global Ltd in respect of its successful debut on the SGX’s Catalist board. The offer size was 80 million shares with the total value of S$22.4 million (US$16m). The EuroSports group presently carries ultra-luxury and luxury brands comprising mainly Lamborghini, Pagani and Alfa Romeo, and customised automobiles supplied by Touring Superleggera. The EuroSports group is Singapore’s sole authorised dealer for Lamborghini automobiles and exclusive distributor for Alfa Romeo automobiles. The EuroSports group had also secured exclusive distributorship rights for the deLaCour brand of watches for Singapore, Malaysia, Indonesia, Thailand and Brunei since 2012. R&T partners Howard Cheam, Jerry Loo and Koh Choon Yee and CLO partners Yon See Ting and Kelvin Kho led the transaction. Shardul Amarchand Mangaldas & Co is advising the CSC Group in respect of the India leg of the acquisition of Xchanging plc by CSC Computer Sciences International Operations Ltd. The transaction involves the acquisition of Xchanging by CSC Computer Sciences and the indirect acquisition of Xchanging subsidiaries, including those in India. It also includes a proposed open offer to the public shareholders of XSL by CSC Computer Sciences, along with Computer Sciences Corp and CSC Technologies India Private Ltd as persons acting in concert. The proposed open offer is conditional upon acquisition of Xchanging by CSC Computer Sciences and is an indirect offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. The global acquisition is valued at approximately £480 million (US$713.3m) whilst the offer size is up to approximately 27.85 million equity shares amounting to a total of approximately INR1 billion (US$15m). Kotak Mahindra Capital Company Ltd is the manager to the offer. Partners Yogesh Chande, Ashni Roy, Aparna Mehra and Ashoo Gupta are leading the transaction which was signed on 9 December 2015. Allen & Overy is acting as UK counsel for the CSC Group. Shardul Amarchand Mangaldas & Co has also advised Mrs. Bector’s Food Specialities Ltd and its promoters in respect of the 46.75 percent stake sale to a consortium of PE firms. The present investment values Mrs. Bector’s at INR10 billion (US$150.9m). The company has long term production and supply arrangements with manufacturers such as Mondelez and ITC, making it one of the biggest manufacturers of bakery products in India. The transaction involved the sale of 46.75 percent of the company’s shares, including the sale by promoters, to the investors. Partner Raghubir Menon led the transaction. Skadden is acting as US counsel to the Special Committee of the Board of Directors of Qihoo 360 Technology Co Ltd in respect of Qihoo’s definitive merger agreement to be acquired by a consortium of investors in an all-cash transaction valued at approximately US$9.3 billion. NYSE-listed Qihoo is a leading internet company in China. Partners Julie Gao (Hong Kong), Peter Huang (Beijing), Daniel Dusik (Beijing), Clive Rough (Hong Kong) and Joseph Yaffe (Palo Alto) are leading the transaction which was announced on 18 December 2015 and is reportedly China’s largest going private transaction for a US-listed company. Skadden is also acting as US counsel to the buyer group in respect of its acquisition, together with SIG China Investments One Ltd, of NYSE-listed Country Style Cooking Restaurant Chain Co Ltd, a fast-growing quick service restaurant chain in China, for approximately US$45 million. The buyer group consists of Country Style Cooking co-founder and Board Chairwoman Ms Hong Li, co-founder, CEO and Director Mr. Xingqiang Zhang and Sky Success Venture Holdings Ltd. Immediately after the completion of the transaction, Country Style Cooking will be owned by the buyer group and SIG China Investments One. Partners Julie Gao, Peter Huang and Clive Rough are leading the transaction which was announced on 18 December 2015. Slaughter and May Hong Kong is advising Alibaba Group Holding Ltd in respect of its proposed acquisition, through its subsidiary Alibaba Investment Ltd, of the media business of HKSE-listed SCMP Group Ltd for approximately HK$2.06 billion (US$265.7m). The proposed acquisition is subject to, among others, SCMP shareholders’ approval due to it constituting a very substantial disposal by SCMP under the Listing Rules. The media business of SCMP under this proposed acquisition includes the flagship newspaper the South China Morning Post, as well as the magazine, recruitment, outdoor media, events and conferences, education and digital media businesses of the SCMP group. Besides the broadsheet, other SCMP titles including the Sunday Morning Post, digital platforms SCMP.com and related mobile apps, Chinese websites Nanzao.com and Nanzaozhinan.com, and a portfolio of magazine titles including HK Magazine and the Hong Kong editions of Esquire, Elle, Cosmopolitan, The PEAK and Harper’s BAZAAR, are also the subject matter of the proposed acquisition. NYSE-listed Alibaba is the world’s largest online and mobile commerce company. Partners Benita Yu and Clara Choi are leading the transaction. Slaughter and May is also advising COSCO Pacific Ltd in respect of its proposed acquisition of China Shipping Ports Development Co Ltd, which is interested in a portfolio of container terminals in the PRC and other parts of the world, for RMB7.63 billion (US$1.2b). The proposed acquisition forms part of the multi-billion dollar reorganisation of the businesses of the COSCO group and the businesses of the China Shipping group, the leading companies in the PRC shipping industry. Upon completion of the reorganisation, container shipping, terminal operation and financial services will become a principal business of China COSCO Holdings Company Ltd (COSCO Pacific’s holding company), COSCO Pacific and the China Shipping group, respectively. COSCO Pacific is currently the world’s fourth largest container terminal operator. The proposed acquisition would result in COSCO Pacific becoming the world’s second largest container terminal operator in terms of total throughput in 2014. Partner Lisa Chung is leading the transaction. Sullivan & Cromwell is representing General Electric Company (US) in respect of its sale, through its subsidiary GE Ireland USD Holdings Unlimited Company, of GE group’s leasing business in Japan to Sumitomo Mitsui Finance and Leasing Company Ltd (Japan) for approximately ¥575 billion (US$4.75b). Tokyo corporate partner Keiji Hatano is leading the transaction which was announced on 15 December 2015. Walkers has acted as Cayman Islands counsel to BNP Paribas as the lead manager in respect of the issuance of US$143.71 million floating rate guaranteed notes due 2025 by Aeronautic Investments 18 Ltd, unconditionally and irrevocably guaranteed by Compagnie Française d’Assurance pour le Commerce Extérieur. This transaction marks Coface’s first guaranteed bond transaction for an Asian client. It also represents the world’s first-ever Coface guaranteed bond transaction financing ATR aircraft. Partner Kristen Kwok led the transaction. WongPartnership is acting for CMA CGM SA, as the offeror, and BNP Paribas Singapore Branch, The Hongkong and Shanghai Banking Corp Ltd Singapore Branch and JP Morgan (SEA) Ltd, as the financial advisers to CMA, in respect of CMA’s pre-conditional voluntary general offer for all the issued and paid up ordinary shares in the capital of Neptune Orient Lines Ltd, other than those already owned, controlled or agreed to be acquired by CMA, for approximately S$3.4 billion (US$2.42b). Partners Andrew Ang, Anna Tan, Chan Sing Yee, Christy Lim and Felix Lee are leading the transaction. WongPartnership has also acted for DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd as arrangers and dealers in respect of PT Soechi Lines Tbk’s establishment of a S$300 million (US$213.6m) secured multicurrency medium term note programme, where its Dutch subsidiary Soechi Capital BV is the issuer, PT Soechi Lines is the guarantor, and a further PT Soechi Lines’ Dutch subsidiary Soechi International BV is an obligor. Partners Hui Choon Yuen and Trevor Chuan led the transaction. |
Deals – December 16, 2015
Allen & Gledhill has advised Singapore Technologies Telemedia Pte Ltd (STT) as the issuer, Credit Suisse (Singapore) Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd (HSBC) and United Overseas Bank Ltd (UOB) as arrangers and DBS Trustee Ltd as trustee for holders of the notes in respect of STT’s establishment of a S$2 billion (US$1.42b) multicurrency medium term note programme. DBS Bank was also appointed as issuing and paying agent, agent bank, registrar and transfer agent. Under the programme, STT issued S$300 million (US$213m) 4.05 percent notes due 2025. DBS, HSBC and UOB were appointed joint lead managers for the issue. Partners Au Huey Ling, Ong Kangxin, Sunit Chhabra and Margaret Chin led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, Barclays Bank PLC Singapore Branch and ING Bank NV Singapore Branch as dealer managers and solicitation agents in respect of the launch of a tender offer by STATS ChipPAC Ltd to purchase for cash all of its outstanding US$200 million 5.375 percent senior notes due 2016 and US$611.152 million 4.5 percent senior notes due 2018 and the solicitation of consents from holders of the notes to release their rights in the common security and to certain proposed amendments to the indentures governing each series of notes. Partners Tan Tze Gay and Bernie Lee led the transaction. Baker & McKenzie has advised China Jiuhao Health Industry Corp Ltd in respect of the issuance of approximately 6.84 billion subscription shares, raising gross proceeds of HK$547 million (US$70.6m). China Jiuhao Health is an investment holding company whose subsidiaries are involved in offline and online healthcare, wellness services and media business. Under the agreement, Huayi Brothers, Tencent and other investors, through their respective wholly-owned subsidiaries, entered into separate subscription agreements with China Jiuhao Health. The other major investor is Yunfeng Capital, founded by Jack Ma and David Yu. Upon completion, Huayi Brothers and Tencent will own approximately 33.85 percent whilst the other investors will own approximately 16.81 percent of the enlarged issued share capital of China Jiuhao Health. Hong Kong M&A partners Lawrence Lee and Christina Lee led the transaction. Baker & McKenzie has also advised LKK Health Products Group Ltd in respect of its joint venture with Vanke Property (Hong Kong) Company Ltd for the acquisition of Shanghai Corporate Avenue 3 from Shui On Land Ltd for RMB5.7 billion (US$882.5m). Bayline Global Ltd, the JV formed between the respective subsidiaries of LKK and Vanke Property, is 90 percent owned by LKK and 10 percent owned by Vanke Property. Upon completion of the purchase, Vanke Property’s subsidiary V Capital will be the integrated asset manager of the property. Scheduled for opening at the end of 2015, Corporate Avenue 3 is a 24-floor grade A office tower with 23 leasable office floors and five floors of retail as well as close to 400 parking spaces. The property is situated at a prime commercial and business district of Shanghai. Hong Kong M&A partner Christina Lee led the transaction. Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie in Singapore, has advised Oversea-Chinese Banking Corp Ltd as sole financial adviser, lead manager and placement agent in respect of Viva Industrial Trust’s equity fund raising of approximately S$110 million (US$78m), which comprises of a private placement of new stapled securities which raised around S$37.7 million (US$26.8m) and a preferential offering of new stapled securities which raised around S$72.3 million (US$51.4m). Principal Chen Yih Pong led the transaction. Baker & McKenzie.Wong & Leow and Wong & Partners, the member firms of Baker & McKenzie in Singapore and Malaysia, respectively, have advised Axcelasia Inc in respect of its IPO on the SGX’s Catalist board. Axcelasia is a Malaysia-based integrated professional services group. PrimePartners Corporate Finance Pte Ltd is the sponsor, issue manager and placement agent in the offering. Principal Chen Yih Pong led the transaction from Singapore, working with partner Munir Abdul Aziz from Kuala Lumpur. Clifford Chance has advised China Energy Engineering Corp Ltd (CEEC) in respect of its US$1.8 billion IPO. CEEC is one of the largest comprehensive solutions providers for the power industry in China and globally. Partner Tim Wang and US securities partner Fang Liu led the transaction. Cyril Amarchand Mangaldas is advising AIA International Ltd in respect of its acquisition of an additional 23 percent stake in Tata AIA Life Insurance Company Ltd from Tata Sons Ltd, subject to receipt of regulatory approvals. Post the acquisition, AIA International will hold a 49 percent stake in Tata AIA Life Insurance. Mumbai corporate partner Ashwath Rau and competition law partner Nisha Kaur Uberoi are leading the transaction which is expected to close by 30 April 2016. Dhir & Dhir Associates has advised IDFC Ltd in respect of India’s first ‘credit enhanced’ infrastructure bonds issued by Renew Wind Energy (Jath) Private Ltd for INR4.51 billion (US$67.5m). The bonds were partially guaranteed by India Infrastructure Finance Company Ltd and counter-guaranteed by the Asian Development Bank. Through credit enhancement, the subscribers are provided with reassurance that the issuer will honour the obligation through additional collateral, insurance, or a third party guarantee. IDFC is the sole arranger and underwriter to these bonds. Partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised Kotak Mahindra Bank Ltd in respect of the up to INR2.6 billion (US$40m) financial assistance to ReNew Wind Energy (Shivpur) Private Ltd for its 49.5 MW wind-based power project in Vaspeth, Sangli District, Maharashtra. Partner Girish Rawat also led the transaction. Dorsey & Whitney’s Hong Kong office has acted as US, Hong Kong and English laws counsel for HKSE-listed PRC property developer Powerlong Real Estate Holdings Ltd in respect of its issuance on 19 November 2015 of US$200 million high yield bonds due 2018. The issuance was arranged by Guotai Junan, Bank of America Merrill Lynch and Credit Suisse. Partner Joe Sevack, assisted by partners Steve Nelson, John Chrisman, Eden McMahon and Chris McFadzean, led the transaction. Herbert Smith Freehills has advised in respect of the acquisition, via a Singapore holding company, of a majority stake in Myanmar Tower Company (MTC), a leading telecoms infrastructure company in Myanmar, by edotco Group, a subsidiary of Malaysian telecoms giant Axiata Group. The deal is the largest ever cross-border M&A deal in Myanmar and also required the first regulatory approvals in Myanmar for a telecoms sector acquisition. Closing the acquisition solidifies edetco’s position as the first and leading telecoms infrastructure provider in Asia. Axiata Group issued a US$500 million Wakala Sukuk Islamic bond to fund the transaction, the largest-ever corporate bond issued with proceeds to be invested into a Myanmar towers business. Partners Nicola Yeomans and Mark Robinson, head of the tech, media and telecoms practice in Southeast Asia, supported by finance partner Adrian Cheng and head of Asia competition Mark Jephcott, led the transaction. HSA Advocates has advised PTC India Financial Services Ltd in respect of the INR2.85 billion (US$15m) financing of a 50 MW wind-based power project being set up in Betul District of Madhya Pradesh and the INR113 million (US$1.7m) financing of a 2 MW solar power project being set up in Punjab. Both transactions were led by managing partner Hemant Sahai and associate partner Nilesh Chandra. Khaitan & Co has advised Compassvale Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Private) Ltd, in respect of the acquisition of a 2 percent stake in ICICI Prudential Life Insurance Company Ltd for approximately US$100 million. Temasek is an investment company based out of Singapore with international offices in New York, London, Latin America and across Asia. Partner Aakash Choubey and associate partner Mayank Singh, supported by executive directors Daksha Baxi and Nihal Kothari, led the transaction. Khaitan & Co has also advised Alkem Laboratories Ltd in respect of its proposed IPO. Alkem is a leading Indian pharmaceutical company with global operations engaged in the development, manufacture and sale of pharmaceutical and neutraceutical products. For fiscal year 2015, it was the fifth largest pharmaceutical company in India in terms of domestic sales. Executive director Sudhir Bassi and partner Abhimanyu Bhattacharya led the transaction. Kirkland & Ellis is acting for Shanghai-listed China Grand Automotive Co Ltd in respect of its proposed US$1.5 billion acquisition, thru a pre-conditional voluntary cash partial offer, of a maximum of 75 percent of the issued share capital of HKSE-listed Baoxin Auto Group Ltd. The transaction constitutes a major asset restructuring of China Grand Automotive pursuant to the rules and regulations issued by the China Securities Regulatory Commission and the Shanghai Stock Exchange, which added a technical complexity due to the differences in disclosure requirements between the Shanghai and Hong Kong stock exchanges. Hong Kong corporate partners Nicholas Norris and Joey Chau led the transaction which was announced on 11 December 2015. Luthra has advised Religare Enterprises Ltd in respect of the sale of Religare’s stake in leading Indian insurer AEGON Religare Life Insurance Company to the Times Group. AEGON Religare’s chief shareholders are Religare, the AEGON Group and Bennett, Coleman & Co Ltd (BCCL), with Religare as its largest shareholder. Religare exited from AEGON Religare through the sale of its 44 percent stake to BCCL–the Times Group. Simultaneous with the stake sale, BCCL was required to sell 23 percent stake in AEGON Religare to AEGON. The deal marks one of the earliest successful increases in FDI in Indian insurance companies, post the change in law which allowed for a higher ceiling in FDI in the Indian insurance sectors. With this deal, Religare finally exited from the life insurance venture whilst AEGON is now the single largest shareholder in AEGON Religare at 49 percent. Total consideration receivable by Religare for the transaction was INR971.45 crores (US$145m). Partner Alina Arora led the transaction. Mayer Brown JSM has advised Ten Pao Group Holdings in respect of its global offering and listing on the HKSE on 11 December 2015. Headquartered in Huizhou, Guangdong Province, China, Ten Pao Group is a one-stop manufacturer of switching power supply units with more than 30 years’ experience in the power supply industry. Corporate & Securities partner Billy Au led the transaction. Norton Rose Fulbright has advised SCMP Group Ltd in respect of the HK$2.06 billion (US$265.8m) sale of its media business to Alibaba Investments Ltd, a wholly-owned subsidiary of Alibaba Group Holding Ltd. Apart from the flagship South China Morning Post newspaper, the agreement includes the disposal of the magazine, recruitment, outdoor media, events & conferences, education and digital media businesses of the group. Besides the broadsheet, other SCMP titles include the Sunday Morning Post, its digital platform SCMP.com and related mobile apps, and the two Chinese websites Nanzao.com and Nanzaozhinan.com. The acquisition also includes a portfolio of magazine titles, including HK Magazine and the Hong Kong editions of Esquire, Elle, Cosmopolitan, The PEAK and Harper’s BAZAAR. Following the sale, SCMP will continue to be listed on the HKSE with a focus on property investment. Hong Kong partner Jon Perry led the transaction which constitutes a very substantial disposal for the SCMP under HKSE listing rules and is subject to shareholder approval. Rajah & Tann Singapore has acted for the Royal and Sun Alliance Insurance Plc (RSA) in Singapore in respect of the S$200 million (US$142m) sale and transfer of its book of insurance business to Allied World Assurance Company Ltd. The transaction culminated in RSA successfully obtaining the High Court of Singapore’s confirmation of the scheme of transfer for an effective date of transfer on 1 April 2015. Partners Simon Goh, Wang Ying Shuang and Benjamin Teo led the transaction. Shardul Amarchand Mangaldas & Co has acted as Indian counsel to Blackstone Capital Partners (Singapore) VI FDI Two Pte Ltd and Blackstone Family Investment Partnership (Singapore) VI-ESC FDI Two Pte Ltd as selling shareholders in respect of SH Kelkar and Company Ltd’s IPO, pursuant to which the Blackstone entities offered approximately 13.2 million equity shares as part of the offer for sale. The IPO involved the sale of approximately 28.2 million equity shares aggregating to approximately INR5 billion (US$74.7m). It comprised of a fresh issue of INR2.1 billion (US$31.4m) and an offer for sale of INR2.98 billion (US$44.5m) by the Blackstone entities and Prabha Ramesh Vaze. Partner Prashant Gupta, assisted by partner Sayantan Dutta and principal associate Manjari Tyagi, led the transaction which closed on 9 November 2015. DSK Legal acted as Indian counsel to SH Kelkar. Khaitan & Co and Jones Day acted as Indian and international counsels, respectively, to JM Financial Institutional Securities and Kotak Mahindra Capital Company Ltd, the book-running lead managers. Shearman & Sterling has advised Star Petroleum Refining Public Company Ltd (SPRC), the Thai refining unit of Chevron Corp, in respect of a β12.9 billion (US$359m) IPO and listing on the Stock Exchange of Thailand, which included a Rule 144A and Regulation S international offering. PTT Public Company Ltd was the selling shareholder and has retained a small stake in the company, whilst Chevron remained as the majority shareholder. Bank of America Merrill Lynch and Morgan Stanley & Co International plc were the international underwriters of the offering. Hong Kong capital markets partner Matthew Bersani led the transaction. Shook Lin & Bok has acted as Singapore counsel to French hotel group Accor SA in respect of its US$2.9 billion acquisition and takeover of FRHI Holdings Ltd, the company that owns three global luxury hotel brands: Fairmont, Swissôtel and Raffles. Partners David Chong and Chew Mei Choo are leading the transaction. Simmons & Simmons has advised Blue Sky Power Holdings Ltd in respect of its issuance of HK$200 million (US$25.8m) convertible bonds. Partner Jay Lee led the transaction. Simpson Thacher is representing the Special Committee of the Board of Directors of Homeinns Hotel Group, a leading economy hotel chain in China, in respect of a proposed going 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. Homeinns entered into a definitive merger agreement which is expected to close in the first half of 2016 and is subject to customary closing conditions, including receipt of the requisite approval of the merger by the Homeinns and BTG Hotels shareholders. M&A partner Katie Sudol is leading the transaction. Skadden is acting as US counsel to the buyer group in respect of a definitive agreement and plan of merger between BTG Hotels Group and Homeinns Hotel Group. The buyer group consists of BTG Hotels; its subsidiary Poly Victory Investments Ltd; Ctrip.com International Ltd; Neil Nanpeng Shen, co-founder and co-chairman of the Board of Directors of Homeinns and co-founder and director of Ctrip; James Jianzhang Liang, co-founder and director of Homeinns and co-founder, chairman of the Board and CEO of Ctrip; and David Jian Sun, CEO and director of Homeinns. BTG Hotels is a PRC state-owned-enterprise listed on the A-share market in China whilst Nasdaq-listed Ctrip is a leading travel service provider in China. Pursuant to the merger agreement, BTG Hotels and other members of the buyer group will acquire Homeinns for a purchase price that values Homeinns at approximately US$1.7 billion. Partners Julie Gao, Michael Gisser, Clive Rough and Will Cai are leading the transaction which was announced on 7 December 2015. Skadden is also acting as US counsel to Baihe Network Co Ltd in respect of an agreement and plan of merger, thru its wholly-owned subsidiaries LoveWorld Inc and FutureWorld Inc, with NASDAQ-listed Jiayuan.com International Ltd, China’s largest online dating platform operator. The deal values Jiayuan at approximately US$250 million. Partner Peter Huang is leading the transaction which was announced on 7 December 2015. Sullivan & Cromwell is representing The Priceline Group Inc (US) in respect of its agreement to invest an additional US$500 million in Ctrip.com International Ltd (China). Corporate partners Brian E Hamilton (New York) and Garth W Bray (Hong Kong) are leading the transaction which was announced on 10 December 2015. Trilegal is advising Alstom in respect of a first of its kind contract awarded by the Ministry of Railways of the Government of India under the ‘Make in India’ initiative for setting up a factory at Madhepura, Bihar to manufacture and supply 800 electric locomotives to the Ministry of Railways. The project also includes the development and operation of maintenance depots at Saharanpur, Uttar Pradesh and Nagpur, Maharashtra for maintenance of the electric locomotives. Partners Anand Prasad and Saurabh Bhasin led the transaction which was valued at approximately €3.5 billion (US$3.8b). Trilegal has also advised CLSA Capital Partners (HK) Ltd in respect of its approximately INR660 million (US$9.88m) investment in Holisol Logistics Private Ltd thru primary investment by subscribing to the cumulative compulsorily convertible preference shares of Holisol Logistics and secondary purchase of equity shares of Holisol Logistics from promoters Rahul S Dogar, Naveen Rawat and Manish Ahuja and existing investor Datavision Systems Private Ltd. Partners Sridhar Gorthi and Kunal Chandra led the transaction which closed on 8 December 2015. Holisol Logistics was advised by Desai & Diwanji led by partner Raghav Mathur. Weerawong C&P has represented PTT Public Company Ltd in respect of the divestment of its 30.6 percent stake in Star Petroleum Refining Company Ltd (SPRC) by selling 1.24 billion shares worth β11.18 billion (US$311.5m) in the IPO of 1.44 billion shares worth β12.96 billion (US$361m). PTT offered 86 percent of the total offering size under Thailand’s Securities and Exchange Commission regulations and the listing of shares on the Stock Exchange of Thailand (SET), as well as an international offering under Rule 144 A/Regulation S of the US Securities Act. SPRC is Thailand’s last refinery company to list on the SET. After the offering, PTT’s shareholding is reduced from 36 percent to 5.4 percent while Chevron holds 60 percent of shares of SPRC. The offering closed on 3 December 2015 and the first trading day on the SET was on 8 December 2015. Executive partner Peangpanor Boonklum led the transaction. Weil has represented Boyu Capital Management Ltd, as a member of a consortium including Ally Bridge Group Capital Partners and Dr Ge Li, the founder, chairman and CEO of WuXi PharmaTech (Cayman) Inc, in respect of the consortium’s US$3.3 billion take private for WuXi, a global contract R&D services provider serving the pharmaceutical and biotechnology industries. Asia managing partner Akiko Mikumo led the transaction. |