Allen & Overy has advised ANZ, BNP Paribas, Citigroup, HSBC, JP Morgan and Standard Chartered Bank as joint lead managers in respect of IDBI Bank Ltd’s inaugural US$350 million Regulation S green bond issue, making IDBI as the second Indian bank to issue green bonds internationally. Proceeds will be used to fund eligible green projects in India. Allocations which will be made under the issuer’s green bonds framework will focus on use of proceeds, process for project evaluation and selection, management of proceeds and reporting. An independent assurance provider will certify the annual updates by IDBI on the use of the proceeds of the notes. Hong Kong partner Amit Singh led the transaction.
Allen & Overy has also advised Baosteel Group Corp as keepwell provider and Baosteel Hong Kong Investment Company Ltd as issuer in respect of the issue of US$500 million three-year zero-coupon bonds exchangeable into H-shares of China Construction Bank Corp held by Baosteel Group. The transaction marks the first exchangeable bond where an SOE utilises the H-Shares (shares of companies incorporated in mainland China that are listed on the HKSE) it holds to support an offshore bond issuance and the first equity-linked deal with a credit enhancement feature. Partners Ji Zou (Shanghai) and John Lee (Hong Kong) led the transaction. AZB & Partners is advising Kuwait Investment Authority (KIA) as subscriber and Citigroup Global Markets India Private Ltd as financial adviser to KIA in respect of the issue of subordinated foreign currency convertible bonds due 2075 to KIA by GMR Infrastructure Ltd. Partners Gautam Saha, Madhurima Mukherjee and Amrita Patnaik are leading the transaction which was valued at approximately INR19.5 billion (US$292m) and is yet to be completed. Clyde & Co has advised NMC Health, the UAE’s largest healthcare provider, in respect of a US$189 million acquisition of a 51 percent shareholding in Fakih IVF Group, the Middle East’s market leader for IVF services. Fakih IVF currently operates centres in Abu Dhabi and Dubai with plans to expand within the UAE and the GCC region. Partner Abhi Jalan led the transaction. Colin Ng & Partners has acted for transcosmos inc (TCI), a major Japanese business process outsourcing services group listed on the Tokyo Stock Exchange, in respect of the acquisition of 34.3 percent of the voting share capital of Anchanto Pte Ltd, a Singapore based e-commerce fulfillment company with sales channels to e-commerce retailers in ASEAN countries and India. The capital and business alliance will enable TCI to deliver its clients’ products to consumers through e-commerce retailers in ASEAN and India by integrating TCI’s global e-commerce one-stop services know-how with the e-commerce fulfillment capabilities of Anchanto. TCI delivers its clients’ products and services to consumers in 36 countries and aims to be the global business process outsourcing partner of its clients by providing them with high quality business process outsourcing services. Partner Bill Jamieson led the transaction whilst Chris Evans of Venture Counsel Law International acted as US counsel. Conyers has advised Qatar Reinsurance Company Ltd, the established reinsurance subsidiary of the US$4.3 billion Qatar Insurance Company group, in respect of its re-domicile to Bermuda and its licensing by the Bermuda Monetary Authority as a Class 4 reinsurer. Michael Frith, Kent Smith and Jacqueline King led the transaction. Cyril Amarchand Mangaldas has advised GRP Ltd in respect of a joint venture agreement with Marangoni SPA to create a partnership for commercial vehicle tyre retreading business in India. For that purpose, GRP and Marangoni have formed an Indian company under a 50:50 capital sharing. The parties shall also enter into brand licensing agreements, services agreement and supply agreements for carrying out the business of the company. Mumbai partners Vandana Shroff, Smruti Shah and Ankoosh Mehta led the transaction which was completed on 24 November 2015. Cyril Amarchand Mangaldas is also advising the LyondellBasell Group in respect of its intended acquisition of the chemical business of Zylog Plastalloys Private Ltd in India. The acquisition includes the transfer of the whole business of manufacturing, distribution and sales of polypropylene compounds conducted by Zylog Plastalloys. NYSE-listed LyondellBasell Group is one of the world’s largest plastics, chemicals and refining companies and has an existing India presence. Mumbai partners Vandana Shroff, Anshuman Jaiswal, Ipsita Dutta and Nisha Kaur Uberoi are leading the transaction which was signed on 27 November 2015 and is expected to be completed in early 2016, subject to relevant regulatory approvals and clearances. Zylog Plastalloys is advised by AZB & Partners led by partners Bahram Vakil and Anand Shah. Davis Polk is advising Beijing iRENA Culture Co Ltd in respect of its proposed acquisition of shares in Ourgame International Holdings Ltd from certain existing shareholders. Under the agreements, Beijing iRENA has conditionally agreed to acquire approximately 28.76 percent of Ourgame’s issue shares for approximately HK$1.38 billion (US$178m). The acquisition is subject to shareholder approval and a regulatory ruling. Beijing iRENA and its subsidiaries are principally engaged in the promotion of sporting events, provision of sports related leisure services, sports marketing and consultancy services in China. Its shares are listed on the China National Equities Exchange and Quotations System (more commonly known as the “New Three Board”). HKSE-listed Ourgame is a leading online card and board game developer and operator in China. Partner Paul Chow is leading the transaction. Davis Polk has also advised the joint international and joint domestic coordinators, book-runners and lead managers in respect of Star Petroleum Refining Public Company Ltd’s (SPRC) β12.96 billion (US$360.5m) IPO and listing on the Stock Exchange of Thailand. The IPO consisted of approximately 1.44 million ordinary shares, of which approximately 60.4 million shares offered by SPRC and approximately 380.4 million shares offered by PTT Public Company Ltd were sold outside Thailand by the joint international coordinators under Rule 144A and Regulation S, and approximately 136.8 million shares offered by SPRC and approximately 862 million shares offered by PTT were sold inside Thailand by the joint domestic coordinators in a public offering registered with the Securities and Exchange Commission of Thailand. One of the leading petroleum product producers and refineries in Thailand, SPRC is an affiliate of Chevron South Asia Holdings Pte Ltd which owned over 60 percent of SPRC after the offering. Corporate partner William F Barron led the transaction. Gibson, Dunn & Crutcher is representing PT Medco E&P Tomori Sulawesi in respect of a term facility agreement with PT Bank ANZ Indonesia, PT Bank DBS Indonesia, PT Bank Mandiri (Persero) Tbk, Standard Chartered Bank and Sumitomo Mitsui Banking Corp to refinance upstream gas operations in Senoro Field, Senoro-Toili PSC Block, Central Sulawesi. The five banks acted as joint mandated lead arrangers for the US$200 million term facility whilst Standard Chartered Bank acted as global coordinator. Singapore partner Jamie Thomas is leading the transaction which was signed on 24 November 2015. J Sagar Associates is advising UPL Ltd and Advanta Ltd in respect of the merger of Advanta with UPL which holds approximately 48 percent shareholding in Advanta. The boards of directors for both companies have approved the scheme of amalgamation on 23 November 2015, subject to regulatory approvals. Kotak Mahindra and Citigroup are acting as the merchant bankers whilst BSR & Associates LLP acted as the independent valuer. Partners Lalit Kumar, Amitabh Kumar, Dheeraj Nair and Somasekhar Sundaresan are leading the transaction whilst Clifford Chance is acting as international counsel. Khaitan & Co has advised Axel Springer Asia GmbH in respect of the proposed 100 percent acquisition by MXC Solutions India Private Ltd, operating under the domain name www.cartrade.com (MXC), of Automotive Exchange Private Ltd, operating under the domain name www.carwale.com (CW), from its existing shareholders Axel and CW founder Mohit Dubey. Partners Niren Patel and Rabindra Jhunjhunwala, assisted by partners Kumar Saurabh Singh, Anand Mehta, Bijal Ajinkya and Adheesh Nargolkar, led the transaction. Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of the acquisition of an additional 23 percent stake in Reliance Life Insurance Company Ltd (RLIC) from Reliance Capital Ltd (RCAP) for US$ 341 million, taking its aggregate stake in RLIC to 49 percent (and its aggregate investment in RLIC to INR5,327 crores (US$798.2m). The biggest private life insurer in Asia and Japan and seventh-largest life insurer in the world, NLI manages nearly US$500 billion in assets, amongst the largest total assets in the world for any life insurer. Partner Niren Patel led the transaction. King & Wood Mallesons has acted as US, PRC and Hong Kong counsel for Bank of Qingdao in respect of its US$607 million listing on the Main Board of the HKSE. Founded in November 1996, Bank of Qingdao is the largest city commercial bank in Shandong Province, China in terms of total assets, total loans, customer deposits and total equity. Beijing partners Xiaolei Yang, Zheng Su and Yuanyuan Li, Hong Kong partner Candy Chan and US Securities partner Christine Chen led the transaction. Kirkland & Ellis has represented CITIC Capital as part of a consortium led by China Media Capital in respect of the consortium’s US$400 million acquisition of a minority interest in City Football Group Ltd, owner of the Manchester City Football Club. Hong Kong corporate partner Frank Sun led the transaction. Maples and Calder has acted as Cayman Islands counsel to China ZhongDi Dairy Holdings Company Ltd in respect of its IPO and listing of approximately 391 million shares on the HKSE. The shares were offered at HK$1.20 (US$0.155) each, raising approximately HK$469 million (US$60.6m). The issuer is a dairy farming company producing premium raw milk in China. Partner Jenny Nip led the transaction whilst Paul Hastings acted as Hong Kong and US counsel. Sullivan & Cromwell acted as Hong Kong and US counsel for Morgan Stanley Asia Ltd and China Merchants Securities (HK) Co Ltd as the sponsors. Norton Rose Fulbright has acted for Edra Global Energy Berhad in respect of its US$2.3 billion power assets’ portfolio sale to a subsidiary of China General Nuclear Power Corp. The transaction is the largest announced M&A transaction in Malaysia to date and one of the largest in the Asian power sector in 2015. The power assets portfolio consists of approximately 3,112MW in Malaysia and 2,482MW in Egypt, Bangladesh, Pakistan and the UAE. Edra is the second largest independent power producer in Malaysia and the largest independent power producer in Egypt. Partner Vincent Dwyer, head of Energy for Asia-Pacific, supported by partner Nick Merritt, London partner Dominic Stuttaford and Hong Kong partner James Rogers, led the transaction which was signed by Malaysian Prime Minister Najib Razak and Chinese Premier Li Keqiang on 23 November 2015 and is expected to close by February 2016. Norton Rose Fulbright has also advised China Merchants Bank Financial Leasing Co Ltd in respect of a US$540 million structured sale and leaseback financing involving the two LNG floating storage regasification vessels GOLAR ESKIMO and mv GOLAR TUNDRA. The financing involved two subsidiaries of Golar LNG, a leading liquefied natural gas shipping company based in London and registered in Bermuda. The financing documents were signed on 4 November 2015 and on 19 November 2015, respectively. Both transactions closed simultaneously on 25 November 2015. Singapore partner Gervais Green led the transaction. Rajah & Tann Singapore has acted for GLL IHT Pte Ltd as the issuer and GuocoLand Ltd as the guarantor in respect of GLL IHT’s updating of its multicurrency medium term note programme to increase the programme limit from S$1.5 billion (US$1b) to S$3 billion (US$2.15b). In addition to notes in bearer form, notes in registered form along with senior and subordinated perpetual securities may also be issued under the updated programme. Under the updated programme, the issuer may from time to time issue either notes (in bearer form or registered form) or perpetual securities (either senior or subordinated) in series or tranches, denominated in Singapore dollars or any other currency agreed between the issuer and the relevant dealers on the same or different issue dates. Partners Angela Lim and Tan Shu Fern led the transaction. Rajah & Tann Singapore has also acted for DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd, Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corp and The Bank of Tokyo-Mitsubishi UFJ Ltd as the mandated lead arrangers and original lenders in respect of the refinancing of Senoko Energy Pte Ltd’s existing indebtedness. Senoko Energy owns the Senoko Power Station, the largest power station in Singapore. Partner Terence Choo led the transaction which was valued at approximately S$2.6 billion (US$1.86b). Shardul Amarchand Mangaldas & Co has acted as India counsel to Alstom in respect of the sale of its stake in Alstom Bharat Forge Power Private Ltd to the GE Group. The transaction, which involved the sale of Alstom’s entire 51 percent shareholding in its joint venture with Bharat Forge Ltd to GE, was part of the global acquisition of the thermal and renewable power and grid business of Alstom by GE in various jurisdictions. In India the acquisition was consummated by gaining indirect control of two Alstom listed entities by GE and this direct transfer of shares of Alstom Bharat Forge Private Ltd. Partner Akila Agrawal led the transaction which closed on 26 November 2015. GE was advised by AZB & Partners and Slaughter & May. Alstom was also advised by Hogan Lovells. Shook Lin & Bok has acted as Singapore counsel to Digicel Group Ltd in respect of the sale of its controlling 75 percent stake in Digicel Asian Holdings Pte Ltd, the indirect parent of its Myanmar tower operations, to edotco Group Sdn Bhd, a subsidiary of the Axiata Group. Digicel Group is a leading provider of wireless communications services in the Caribbean, Central America and Oceania regions, operating in 33 local markets. Established by Axiata in 2012, edotco Group manages 14,000 towers in countries like Malaysia, Bangladesh, Cambodia, Sri Lanka and Pakistan. Partner Ho Ying Ming led the transaction which was completed on 4 December 2015. Simmons & Simmons has advised Hsin Chong Construction Group, one of the largest construction and property development companies based in Hong Kong, in respect of a US$100 million public issuance in a professional investors market of US dollars convertible bonds in November 2015. The transaction included an upsize option for the issuance of an additional US$30 million in convertible bonds. The firm also assisted on the listing of the convertible bonds and the listing of conversion shares on the HKSE. Debt capital markets partner Jay Lee led the transaction. Simmons & Simmons has also advised SMI Holdings Group Ltd in respect of its US$184 million issuance of Hong Kong dollars convertible bonds. Partner Jay Lee led the transaction. Slaughter and May, London and Hong Kong, is advising Standard Chartered plc in respect of its fully underwritten 2 for 7 rights issue to raise approximately £3.3 billion (US$5b) net of expenses. The shares will be listed on the Official List of the UK Listing Authority and traded on the regulated market of the London Stock Exchange and also listed on the HKSE. London corporate partners Nilufer von Bismarck, Robin Ogle and Tim Pharoah and Hong Kong corporate partners Laurence Rudge and Clara Choi, supported by partners Jan Putnis (financial regulation), Jonathan Fenn (employment and pensions) and Jeanette Zaman (tax), are leading the transaction. Sullivan & Cromwell, Cyril Amarchand Mangaldas and Blake, Cassels & Graydon are advising Standard Chartered on US law, Indian law and Canadian law, respectively. Skadden is advising Xiaomi, a leading Chinese smartphone and consumer electronics internet company, in respect of a new 3G and 4G China patent license agreement with Qualcomm Inc, a leader in 3G, 4G and next-generation wireless technologies. The royalties payable by Xiaomi are consistent with the terms of the rectification plan submitted by Qualcomm to China’s National Reform and Development Commission. The agreement grants Xiaomi a license to use Qualcomm patents to develop, manufacture and sell 3G (WCDMA and CDMA2000) and 4G, including 3-mode (LTE-TDD, TD-SCDMA and GSM), devices. Hong Kong corporate partner Julie Gao is leading the transaction. Sullivan & Cromwell is representing China Mobile Ltd in respect of its subsidiary CM TieTong’s (China) agreement with TieTong (China), a wholly-owned subsidiary of China Mobile Communications Corp, under which CM TieTong has agreed to acquire, and TieTong has agreed to sell, the target assets and businesses for RMB31.88 billion (US$5b). Hong Kong corporate partner Kay Ian Ng is leading the transaction which was announced on 27 November 2015 and is yet to be completed. Sullivan & Cromwell has also represented C.banner International Holdings Ltd (Hong Kong) in respect of its acquisition of Ludendo Enterprises UK Ltd, owner of the iconic British toy store Hamleys. Hong Kong corporate partner Kay Ian Ng and London financing partners Presley L Warner and Chris Beatty led the transaction which was completed on 25 November 2015. Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Innocorp Ventures Sdn Bhd in respect of its minority investment into Bioven International Sdn Bhd, a company involved in the development and commercialisation of an epidermal growth factor-pathway targeted immunization. Partners Andre Gan and Stephanie Phua led the transaction. WongPartnership has acted for Citic Envirotech Ltd in respect of its establishment of a US$750 million multicurrency perpetual securities issuance programme and the inaugural drawdown of US$175 million 5.45 percent senior perpetual securities under the programme. Partner Goh Gin Nee led the transaction. WongPartnership has also acted as special Singapore counsel for Wave Life Sciences Ltd, a Singapore-incorporated company, in respect of its IPO and listing on NASDAQ. The IPO involved an issuance of 6.37 million shares worth approximately S$143.5 million (US$102m). Partners Teo Hsiao-Huey, Gail Ong and Karen Yeoh led the transaction. |
Deals – December 9, 2015
Deals – December 2, 2015
Allen & Gledhill has advised DBS Bank Ltd, Barclays Bank PLC Singapore Branch and ING Bank NV Singapore Branch as joint lead managers and book-runners in respect of the issue by STATS ChipPAC.Ltd of US$425 million 8.5 percent senior secured notes due 2020. The notes are guaranteed by all of STATS ChipPAC’s subsidiaries, except those incorporated in the PRC and Thailand. Partners Tan Tze Gay, Bernie Lee and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised the Sunseap Group in respect of its partnership with Apple, under which Sunseap will supply solar energy to Apple in Singapore. Energy will be obtained from solar panels laid on the rooftops of more than 800 buildings in Singapore. This landmark arrangement is the first of its kind in South-east Asia and solidifies Sunseap’s unique position in the energy market. Partners Chiam Tao Koon, Tan Wee Meng and Loong Tse Chuan led the transaction. Allens has advised the Federal Government in respect of a A$2 billion (US$1.45b) concessional loan for the second stage of Australia’s largest urban road project, WestConnex. The Commonwealth funding of the project represents a new model for Public-Private Partnerships in Australia, as it is the first major road project to receive concessional loan funding from the Federal Government. The funding will be drawn pro rata with but rank behind A$1.5 billion (US$1b) in private senior bank debt funding of the project. WestConnex is a 33km road project that will complete Sydney’s Orbital Road Network. It is Australia’s biggest urban road project, with a total value of approximately A$17 billion (US$12.35b) and is to be delivered in three stages over 10 years. Partner Phillip Cornwell led the transaction. Appleby has acted as Cayman counsel for Jiyi Household International Holdings Ltd in respect of its 6 November 2015 listing on the Main Board and Growth Enterprise Market of the HKSE. Jiyi Household is an integrated building and home improvement materials and furnishing supplier in China which also offers interior design and engineering services. Majority of the approximately HK$83.8 million (US$10.8m) proceeds will be used to establish and operate a flagship mall in Meizhou, China. Hong Kong corporate partner Judy Lee led the transaction whilst Sidley Austin acted as Hong Kong counsel. Appleby has also acted as Cayman counsel for China Candy Holdings Ltd in respect of its 11 November 2015 listing on the Main Board and Growth Enterprise Market of the HKSE. China Candy manufactures and sells candies, including jelly drop candies, aerated candies, hard candies and chocolate-made products. The listing raised approximately HK$75 million (US$9.7m), majority of which will be used to expand production capacity, strengthen brand recognition and develop new brands and series for market position enhancement. Hong Kong corporate partner Judy Lee also led the transaction whilst Loong & Yeung acted as Hong Kong counsel. Baker & McKenzie has advised Dutch pension asset manager APG Asset Management NV in respect of its establishment of a joint venture platform with logistics developer, owner and operator e-Shang and its Seoul-based subsidiary Kendall Square Logistics Properties (KSLP). The JV will develop and own a portfolio of institutional-grade, modern logistics real estate assets across South Korea and will initially be capitalized with equity commitments totalling US$500 million with an option to upsize the JV to a total capitalization of US$1 billion. Canada Pension Plan Investment Board (CPPIB) joined APG to form the JV with e-Shang. e-Shang and KSLP have identified a pipeline of development opportunities in the Seoul and Busan Metropolitan Areas and have already secured two assets in the Seoul region that will be used to seed the JV. The JV will target to own a portfolio of logistics real estate assets with an aggregate gross floor area of over 1.5 million square meters in the next several years. Hong Kong corporate partner and head of Hong Kong/China investment funds group Jason Ng, assisted by partner Steven Sieker, led the transaction. Christopher and Lee Ong, a member firm of the Rajah & Tann Asia network is acting for Integrax Berhad and its board in respect of the offer by Tenaga Nasional Berhad (TNB) to take over Integrax. A public limited company listed on the Main Market of Bursa Malaysia Securities Berhad, Integrax currently operates the Lekir Bulk Terminal (LBT) and the Lumut Maritime Terminal (LMT). LBT handles mainly coal for TNB’s current 2,100 MW power plant in Manjung, Perak, Malaysia while LMT handles dry and liquid bulk. Partners Christopher Lee and Yon See Ting are leading the transaction which is valued at approximately RM761 million (US$180m), based on the revised offer price of RM3.25 per share(US$0.77). Clifford Chance has advised Sumitomo Corp in respect of its sale with Vale of the Isaac Plains Coal Project in Queensland, Australia to Stanmore Coal. Vale has held 50 percent of the project for some time, with Sumitomo Corp buying the other 50 percent in 2012 for US$430 million. Mining operations at the project site had recently ceased and the project is in care and maintenance. Partner Mark Pistilli led the transaction. Cyril Amarchand Mangaldas has advised Redpoint Investments Pte Ltd, an affiliate of KKR India Advisors Private Ltd, in respect of its acquisition of a significant controlling stake in Avendus Capital Private Ltd by way of subscription to fresh issue of shares and purchase of existing shares from promoters, existing private equity investors EastgAte GEMS SPV4-S and Americorp Ventures Ltd and certain other minority shareholders. Bangalore partner Reeba Chacko, supported by partners Ipsita Dutta and Nisha Kaur Uberoi, led the transaction which is expected to be completed by February 2016. KKR India Advisors Private Ltd was also advised by Simpson Thatcher & Bartlett and Ropes & Grey on FCPA matters and by Deloitte Haskins on tax matters. Davis Polk has advised the joint lead managers in respect of CSCEC Finance (Cayman) I Ltd’s Regulation S only offering of US$500 million 2.95 percent notes due 2020 unconditionally and irrevocably guaranteed by China State Construction Engineering Corp Ltd (CSCEC). One of the world’s largest construction and real estate conglomerates, CSCEC has the longest history of specialized operations and market-oriented management in the PRC. It focuses on building construction, real estate development and investment, infrastructure construction and investment, and engineering design and survey. Corporate partner Paul Chow led the transaction. Davis Polk has also advised the joint lead managers in respect of a Rule 144A/Regulation S offering of US$700 million 3.25percent notes due 2025 by SP PowerAssets Ltd under its US$8 billion global medium-term notes program. SP PowerAssets is a wholly-owned subsidiary of Singapore Power Ltd, which is in turn wholly-owned by Temasek Holdings (Private) Ltd. SP PowerAssets is the sole provider of electricity transmission and distribution services in Singapore and owns and maintains the electricity transmission and distribution network that delivers power to substantially all electricity consumers in Singapore. Corporate partner James C Lin, supported by partner John D Paton, led the transaction. DLA Piper has represented the Canada Pension Plan Investment Board (CPPIB) in respect of the joint establishment of a US$500 million Korean logistics development platform with APG Asset Management, Korean developer, owner and operator e-Shang and its subsidiary Kendall Square Logistics Properties (KSLP). The deal includes an option to increase the size of the total equity commitment in the joint venture to US$1 billion. The JV will develop and own a portfolio of institutional-grade, modern logistics assets across South Korea. This is the first time that CPPIB and JV partner APG Asset Management have invested into the logistics sector in South Korea. Head of Real Estate Asia-Pacific Susheela Rivers led the transaction. Allen & Overy acted for e-Shang whilst Baker & McKenzie acted for APG Asset Management. J Sagar Associates has advised Reliance Capital Ltd in respect of the sale of 23 percent stake in Reliance Life Insurance Company Ltd (R-Life) to Nippon Life Insurance Company (NLI) for approximately INR22.6 billion (US$340m). NLI previously held 26 percent in R-Life. With this stake sale, NLI has become a co-promoter of R-Life. Partners Dina Wadia and Gautam Gandotra led the transaction. NLI was advised by Anderson Mori & Tomotsune and Khaitan & Company. J Sagar Associates has acted as Indian counsel to Societe De Promotion Et De Participation Pour La Cooperation Economique (Proparco), India Agri Business Fund Ltd (Rabo PE) and The Real Trust as investor selling shareholders in respect of Prabhat Dairy Ltd’s IPO of approximately 31.74 million equity shares at INR115 (US$1.73) each. Global coordinators and book-running lead managers to the issue were Edelweiss Financial Services Ltd and Macquarie Capital Securities (India) Private Ltd whilst the book-running lead manager was SBI Capital Markets Ltd. This is a partial exit of Proparco and Rabo as selling shareholders in the IPO. Partners Somasekhar Sundaresan, Aashit Shah, Arka Mookerjee and Sunil Jain led the transaction whilst Cyril Amarchand Mangaldas acted as Indian counsel. Maples and Calder has acted as BVI counsel to HNA Tourism Finance II Ltd in respect of its issue of CNY200 million (US$31.26m) 8 percent notes due 2017. The notes are guaranteed by HNA Tourism Group Co, a leading travel group in the PRC focusing on providing integrated travel services to its customers. Partner Jenny Nip led the transaction whilst Clifford Chance acted as Hong Kong counsel. King & Wood Mallesons acted as PRC counsel to ABCI Capital Ltd as the sole lead manager. Maples and Calder has also acted as BVI counsel to Huarui Investment Holding Company Ltd in respect of its issue of CNY1.500 billion (US$234.4m) 5.25 percent bonds due 2018 unconditionally and irrevocably guaranteed by Zhuhai Huafa Group Co Ltd. The bonds are listed on the HKSE. Zhuhai Huafa Group and its subsidiaries are a large state-owned conglomerate in the PRC focused on property development in Zhuhai. Partner Jenny Nip also led the transaction. Mayer Brown JSM acted as Hong Kong counsel to the issuer and Zhuhai Huafa Group. Linklaters acted as Hong Kong counsel for the joint lead managers composed of Credit Suisse (Hong Kong) Ltd, ABCI Capital Ltd, Agricultural Bank of China Ltd, ICBC International Securities Ltd, ICBC Singapore, ICBC Sydney, Bank of China Ltd, Hani Securities (HK) Ltd and Huajin Securities (International) Ltd. Rajah & Tann has acted as lead and Singapore counsel for Surbana International Consultants Pte Ltd in respect of the private acquisition of all the ordinary shares in the capital of KTP Consultants Pte Ltd. One of the leading civil engineering firms in Singapore with 300 employees across Singapore, China, Malaysia, the Middle East and the Philippines, KTP Consultants has more than 40 years of experience in engineering and project management. It has undertaken engineering works for Project Jewel, W Hotel, the Thomson MRT line’s Outram Park station and the super high-rise condo project Altez, among others. Partner Tracy Ang led the transaction. Shardul Amarchand Mangaldas & Co has advised Videocon Telecommunications Ltd (VTL) in respect of the structuring of the proposed spectrum trading transaction under which VTL proposed to undertake spectrum trading with prospective bidders of access licenses, in accordance with the Guidelines for Trading of Access Spectrum by Access Service Providers issued by the Department of Telecommunications on 12 October 2015. Executive chairman Shardul Shroff and partners Vidyut Gulati and Asim Abbas led the transaction. Shardul Amarchand Mangaldas & Co has also advised Grofers Group in respect of the US$120 million investment by SoftBank Group, Tiger Global, Apoletto Asia and Sequoia Capital. As a part of the transaction, Grofers Singapore Pte Ltd, part of Grofers Group which owns and operates the hyper-local grocery and fresh food delivery platform ‘Grofers’ in India, received US$120 million Series D round of investment led by SoftBank Group and also saw the existing investors, such as Tiger Global, Apoletto Asia and Sequoia Capital, making further investments into the company by subscription of redeemable preference shares of the company. The firm had earlier also advised the Grofers Group in its Series C fund round of investment from the existing investors. Partner Puja Sondhi led the transaction which closed on 30 November 2015. Morrison & Foerster advised SoftBank Group whilst Cyril Amarchand Mangaldas acted as lndian counsel. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian acted for Tiger Global whilst Themis Associates advised Sequoia Capital. Shook Lin & Bok is acting for Lone Star Funds in respect of the approximately ¥44.66 billion (US$363.4m) purchase of all of Saizen REIT’s real-estate assets in Japan by TMK Triangle, a Japanese affiliate of Lone Star Real Estate Fund IV and Lone Star Funds. Partners Ho Ying Ming, Tan Woon Hum, David Chong and Andrea Ng are leading the transaction which is an unprecedented landmark sale of an entire portfolio by a Singapore-listed REIT. Skadden is representing the controlling shareholders of HKSE-listed Ourgame International Holdings Ltd in respect of their sale, together with a pre-IPO investor, of an approximately 29 percent aggregate stake in Ourgame to Beijing iRena Culture, a sports services company listed on China’s “New Third Board”, for approximately US$178 million. Partner Christopher Belts is leading the transaction which was signed on 24 November 2015. Skadden is also representing HKSE-listed Capital Environment Holdings Ltd in respect of an agreement to acquire 51 percent of the issued share capital of BCG NZ Investment Holding Ltd for US$230 million. Capital Environment is a leading provider of comprehensive waste management solutions and environmental infrastructure services in China. BCG NZ Investment owns New Zealand’s largest waste management business, providing services ranging from collection, recycling and waste disposal to hazardous and industrial waste treatment in New Zealand. Partner Christopher Belts is also leading the transaction which was announced on 26 November 2015. Sullivan & Cromwell is representing G-Resources Group Ltd (Hong Kong) in respect of its sale and purchase agreement with a consortium led by EMR Capital (Australia) and Farallon Capital (US) pursuant to which G-Resources has agreed to dispose of its interest in the Martabe gold and silver Mine in Indonesia and certain of its subsidiaries for US$775 million. Hong Kong corporate partners Kay Ian Ng and Michael G DeSombre and London tax partner Michael T McGowan are leading the transaction which was announced on 23 November 2015. Sullivan & Cromwell is also representing Goldman Sachs Principal Investment Area (Hong Kong), as part of an investor group, in respect of its investment in a Series C equity financing of approximately US$200 million of TutorGroup (China). Corporate partner William Y Chua (Hong Kong), tax partner S Eric Wang (New York) and regulatory partners Whitney A Chatterjee (New York) and Eric J Kadel Jr (Washington DC) are leading the transaction which was announced on 18 November 2015. Trilegal has advised Mitsui & Co Ltd in respect of its INR343 crores (US$51.6m) investment in Naaptol Online Shopping Private Ltd, a company which operates home shopping television channels and also runs the e-commerce platform Naaptol.com. Post the current investment round, Mitsui’s stake in Naaptol has increased from 5 percent to 20 percent. Partner Kunal Chandra led the transaction which closed on 28 October 2015. Trilegal is also advising Vanguard International Growth Fund and Vanguard Variable Insurance International Portfolio, funds advised by Baillie Gifford & Co, in respect of their investment in ANI Technologies Private Ltd (Ola Cabs). Partners Nishant Parikh, Himanshu Sinha and Gautam Singh are leading the transaction whilst Ropes and Gray is acting as US counsel. IndusLaw is advising ANI Technologies. Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has advised Multi-Color Corp (MCC) in respect of its takeover via a voluntary general offer, thru its indirectly wholly-owned subsidiary MCC LABL2 Netherlands BV, of Super Enterprise Holdings Berhad (SEHB). MCC had subsequently obtained more than 90 percent of the voting shares of SEHB. SEHB was successfully delisted from the official list of Bursa Malaysia Securities Berhad on 18 September 2015. The transaction was led by partners Brian Chia and Yong Hsian Siong. Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has also advised Hewlett Packard Multimedia Sdn Bhd, Hewlett Packard (M) Sdn Bhd and Hewlett Packard Corp (M) Sdn Bhd, all indirectly wholly-owned subsidiaries of Hewlett-Packard Company (HP), in respect of the separation of its printing and personal systems business in Malaysia to HP PPS Multimedia Sdn Bhd, HP PPS Sales Sdn Bhd and HP PPS Malaysia Sdn Bhd, respectively. This is part of HP’s worldwide strategy to separate its group into one comprising of their enterprise technology infrastructure, software and services business and one comprising of HP’s printing and personal systems business. The separation is a strategic step to provide each business group with the focus, financial resources and flexibility to adapt quickly to market and customer dynamics while generating long-term value for shareholders. The transaction was led by partners Brian Chia and Stephanie Phua. WongPartnership is acting for Tiger Airways Holdings Ltd in respect of the approximately S$453 million (US$321.8m) voluntary conditional general offer by Singapore Airlines Ltd for all the issued ordinary shares in Tiger Airways other than those already owned or agreed to be acquired by Singapore Airlines. Joint managing partner Rachel Eng and partners Andrew Ang, Mark Choy and Tan Sue-Lynn are leading the transaction. WongPartnership is also acting for SATS Investments Pte Ltd, a wholly-owned subsidiary of SATS Ltd, in respect of its conditional offer for 49 percent of the total issued and fully paid-up ordinary shares in Brahim’s Airline Catering Holdings Sdn Bhd, which owns 70 percent of Brahim’s Airlines Catering Sdn Bhd, with the remaining 30 percent held by Malaysia Airlines Berhad. Partner Annabelle Yip is leading the transaction. |
Deals – November 25, 2015
Allens has acted for Morgan Stanley Real Estate Investing and Investa Property Group in respect of the sale of the Investa Land business to Proprium Capital Partners. The deal comprises 11 residential and industrial development projects throughout Australia, including a pipeline of approximately 10,000 residential lots along the eastern seaboard. Corporate/M&A partner Vijay Cugati, supported by real estate sector head Mark Stubbings and partners Adrian Chek, Charles Armitage, Malcolm Stephens and Veronica Siow, led the transaction which was completed on 2 November 2015.
Allens has also advised Programmed Maintenance Services Ltd (PMSL) and its subsidiaries in respect of the refinancing of debt funding in connection with PMSL’s acquisition, under a scheme of arrangement, of the SKILLED Group. The refinancing involved PMSL entering into a A$600 million (US$432.4m) syndicated facility agreement and a NZ$10 million (US$6.52m) bilateral facility agreement. Westpac is the mandated lead arranger underwriter and book-runner, agent and security trustee. Both PMSL and SKILLED are involved in labour hire and workforce services in Australia and abroad. The combined entity will be one of the biggest employers in Australia and will likely become an ASX 200 company. Partner Ben Farnsworth led the transaction. AZB & Partners is advising FIH Mauritius Investments Ltd and FIH Private Investments Ltd (Fairfax) in respect of its acquisition of approximately 45 percent of equity from the promoters of Adi Finechem Ltd. Further, in accordance with the requirements under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, Fairfax has made an open offer to Adi Finechem shareholders to acquire up to 26 percent of the share capital of the company. The 45 percent share capital of the company is valued at INR1.3 billion (US$19.6m) whilst the 26 percent share capital, assuming full acceptance of the open offer, is valued at INR760 million (US$11.45m). Partners Ashwin Ramanathan and Bhavi Sanghvi are leading the transaction which was signed on 4 November 2015 and is yet to be completed. Clayton Utz has represented Northern Territory (NT) Government in respect of closing the first stage of the landmark A$800 million (US$577.5m) North East Gas Interconnector (NEGI) project. The NT government announced last week that it had selected Jemena Northern Gas Pipeline Pty Ltd to construct and operate the 622 kilometre NEGI pipeline which will run between Tennant Creek in the NT and Mount Isa in Queensland, delivering gas from the NT to eastern gas markets. Sydney construction and major projects partner Owen Hayford, supported by Darwin partner Margie Michaels and Brisbane partner Andrew Smith, led the transaction. Cyril Amarchand Mangaldas is advising Premji Invest in respect of its acquisition of a stake in the equity share capital of ICICI Prudential Life Insurance Company Ltd by way of a secondary purchase from ICICI Bank. The transaction values ICICI Prudential Life Insurance Company Ltd at INR32,500 crores (US$4.9b). Bangalore partner Arjun Lall is leading the transaction which was signed on 16 November 2015 and is expected to close shortly. Cyril Amarchand Mangaldas is also advising Religare Securities Ltd and RGAM Investment Advisers Private Ltd in respect of the sale of their combined 51 percent stake in Religare Invesco Asset Management Company Private Ltd (AMC) and Religare Invesco Trustee Company Private Ltd, the asset management company and trustee company of the Religare Invesco Mutual Fund (Religare Invesco MF), to Invesco Hong Kong Ltd (Invesco), an existing 49 percent shareholder in AMC and Religare Invesco Trustee and co-sponsor of Religare Invesco MF. The deal is subject to approvals from SEBI (Mutual Fund and Portfolio Division) and the Competition Commission of India. Pursuant to completion, Invesco will own 100 percent of the shareholding of AMC and Religare Invesco Trustee and will be the sole sponsor of the Religare Invesco MF. Corporate partners Ashwath Rau and Anu Tiwari, supported by competition law partner Nisha Kaur Uberoi, led the transaction which was signed on 18 November 2015 and is yet to be completed. AZB & Partners, led by partners Bhavi Sanghvi and Rushabh Maniar, is advising Invesco Hong Kong Ltd. Drew & Napier has acted as Singapore counsel for The Trendlines Group Ltd in respect of its IPO of 75.76 million placement shares on the Catalist of the SGX-ST. The first Israeli incubator organisation to be listed on the Catalist of the SGX-ST, Trendlines discovers, invests in, incubates and provides services to life sciences companies in the fields of medical and agricultural technologies. The shares priced at S$0.33 (US$0.233) each, raising a total anticipated amount of S$25 million (US$17.68m), subject to market conditions. PrimePartners Corporate Finance Pte Ltd acted as sponsor, issue manager and placement agent. Directors Sin Boon Ann and Grace Lai led the transaction whilst Shibolet & Co and Gordon Feinblatt advised on Israeli law and Maryland law, respectively. Herzog, Fox & Neeman advised PrimePartners on Israeli law. J Sagar Associates has acted for GI Technology Private Ltd (GITP) and its promoters in respect of a primary investment by Wirecard Acquiring & Issuing GmbH in GITP. GITP is engaged in payment systems and solutions, pre–paid payment instruments, third party payment gateways, technology-based support and secure automated, two-way data transfer hosting solutions. Partner Vikram Raghani led the transaction. Wirecard was advised by BTG-Legal India and Osborne Clarke. Khaitan & Co has advised the book-running lead managers in respect of the approximately US$77 million IPO of S H Kelkar and Company Ltd, the largest fragrance producer in the country. S H Kelkar is one of India’s largest fragrance and flavor companies by revenue with exports of fragrance products to over 52 countries. Executive Director Sudhir Bassi and partner Abhimanyu Bhattacharya led the transaction. Khaitan & Co has also advised Avendus Capital Private Ltd, group companies and the three promoters, namely Ranu Vohra, Kaushal Aggarwal and Gaurav Deepak, in respect of the approximately US$115 million acquisition by Kohlberg Kravis Roberts & Co (KKR) of 72 percent stake in Avendus in tranches (first tranche being 62.2 percent) by way of primary acquisition and secondary transfer. The secondary acquisition constitutes the entire shareholding of Eastgate GEM’s SPV4-S and Americorp Ventures Ltd, part shareholding of the promoters, and shareholding from certain other minority shareholders. Avendus is a leading financial services firm which provides customized solutions in the areas of financial advisory and wealth management. Partners Haigreve Khaitan and Niren Patel, supported by executive director Daksha Baxi and partners Siddharth Shah, Arindam Ghosh and Sanjay Sanghvi, led the transaction. Maples and Calder has acted as Cayman Islands counsel to Dali Foods Group Company Ltd, a Cayman Islands company, in respect of its IPO and listing of approximately 1.7 billion shares on the HKSE. The shares were offered at HK$5.25 (US$0.68) each and the listing raised approximately HK$8.9 billion (US$1.15b). Dali Foods is a leading branded snack food and beverage company in China with a diversified multi-brand product portfolio focusing on high-growth product categories. Partner Greg Knowles led the transaction whilst Cleary Gottlieb Steen & Hamilton acted as Hong Kong and US counsel. Shearman & Sterling acted for Merrill Lynch International and Morgan Stanley Asia Ltd as the joint lead managers. Norton Rose Fulbright has advised Australian Executor Trustees as trustee in respect of an offer of capital notes by Macquarie Group Ltd (MCN2). This latest hybrid offer by Macquarie is expected to raise around A$400 million (US$288.3m). The transaction highlights Australian Executor Trustees’ leading position in the Australian market as a provider of note trustee services for regulated issues. Partner Tessa Hoser and special counsel James Morris led the transaction. Shearman & Sterling has advised Citigroup Global Markets Asia Ltd, Citigroup Global Markets Ltd, CITIC CLSA Capital Markets Ltd and CLSA Ltd as joint global sponsors, joint global coordinators and joint lead managers in respect of the US$88 million H share IPO of Wenzhou Kangning Hospital Co Ltd on the Main Board of the HKSE. Following the success of Hong Kong’s first-ever PRC specialty hospital group IPO of Harmonicare Medical Holdings in July 2015 where the firm advised the issuer, the completion of Wenzhou Kangning Hospital’s primary listing marks the second such PRC specialty hospital group listed on the HKSE. Wenzhou Kangning Hospital is the largest private psychiatric healthcare group in China with nine healthcare facilities in operation, including the only privately-owned Grade A Class III psychiatric specialty hospital in China. Hong Kong capital markets partner Colin Law, US capital markets partners Kyungwon Lee and Alan Yeung, and Menlo Park tax partner Laurence Crouch led the transaction. Shearman & Sterling has also advised Bank of America Merrill Lynch and Morgan Stanley as joint sponsors, joint global coordinators, joint book-runners and joint lead managers in respect of the approximately US$1.15 billion IPO (before the exercise of the over-allotment option) of Dali Foods Group Company Ltd on the Main Board of the HKSE. The transaction marks the first Chinese food and beverage company to list in Hong Kong in 2015 and is also reportedly the largest offering year to date for Chinese privately-owned enterprise in 2015. Dali Foods is a leading branded snack food and beverage company in China with a diversified multi-brand product portfolio focusing on high-growth product categories. Partners Paloma Wang, Colin Law and Alan Yeung led the transaction. Skadden has represented 3SBio Inc in respect of agreements pursuant to which it will acquire Shanghai CP Guojian Pharmaceutical for approximately US$214 million, enabling it to significantly expand its portfolio of biopharmaceutical products. The transaction follows the firm’s representation of 3SBio on its highly successful June 2015 Hong Kong IPO that raised approximately US$818 million. Partners Peter Huang and Chris Betts led the transaction which was announced on 20 November 2015. Rajah & Tann has advised Abacus Pacific NV, the controlling shareholder of Jacks International Ltd, in respect of the sale of approximately 19.8 million ordinary shares representing approximately 66.08 percent of the total issued shares in the capital of Jacks to Creative Elite Holdings Ltd for a cash consideration of S$0.80 (US$0.566) per share. The deal value is approximately S$16 million (US$11.3m). On completion of the sale, Canaccord Genuity Singapore Pte Ltd announced, for and on behalf of Creative Elite, a mandatory unconditional cash offer for all the shares that are not already owned, controlled or agreed to be acquired by Creative Elite and parties acting in concert with it. Abacus’ ultimate holding company is Johan Holdings Berhad, which is listed on Bursa Malaysia Securities Berhad. Partners Lawrence Tan and Bernia Tan led the transaction which was completed on 6 October 2015. Rajah & Tann has also acted for Jacks International Ltd in respect of the mandatory unconditional cash offer by Canaccord Genuity Singapore Pte Ltd, for and on behalf of Creative Elite Holdings Ltd, for all issued ordinary shares (excluding treasury shares) in the capital of Jacks that are not already owned, controlled or agreed to be acquired by Creative Elite and parties acting in concert with it. The offer is made as a result of Creative Elite’s acquisition of approximately 19.8 million shares, representing approximately 66.08 percent of the total issued shares, from Abacus Pacific NV for a cash consideration of S$0.80 (US$0.566) per share pursuant to an unconditional sale and purchase agreement between Creative Elite and Abacus. Based on the offer price of S$0.80 (US$0.566) per share, the offer values Jacks at approximately S$24 million (US$17m). SGX-ST Main Board-listed Jacks is primarily engaged in the distribution and retail of health foods and supplements in Singapore and Brunei. Its ultimate holding company is Johan Holdings Berhad, which is listed on Bursa Malaysia Securities Berhad. Partners Lawrence Tan and Bernia Tan led the transaction which was completed on 18 November 2015. Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has advised Media Prima Berhad (MPB) in respect of its acquisition, through its subsidiary Synchrosound Studio Sdn Bhd, of 100 percent of the shares in Copyright Laureate Sdn Bhd which operates Ultra FM and Pi Mai FM radio broadcasting stations. MPB currently operates three radio stations, namely Hot.fm, Fly.fm and One.fm. Partner Munir Abdul Aziz led the transaction. WongPartnership is acting for CB Medical Holdings Ltd (CBMHL), an indirectly-owned subsidiary of Beijing CITIC Investment Centre (Ltd Partnership), in respect of the proposed S$1.1 billion (US$777.4m) acquisition of Biosensors International Group Ltd via an amalgamation. Pursuant to the terms of the amalgamation, all the Biosensors shares held by Biosensors shareholders will be cancelled in exchange for the right to receive either S$0.84 (US$0.59) in cash per Biosensors share or one share in a holding company of CBMHL. Partners Andrew Ang, Audrey Chng, Christy Lim and Felix Lee are leading the transaction. WongPartnership has also acted for Perennial Real Estate Holdings Ltd in respect of its offer of S$300 million (US$212m) 3-year 4.65 percent bonds due 2018 to the public in Singapore and institutional and other investors. DBS Bank Ltd is the sole lead manager and book-runner for the offer. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. |
Deals – November 18, 2015
ABNR has represented Indonesian venture capital firm Ideosource in respect of its US$22 million investment in Bhinneka, one of Indonesia biggest e-commerce firms. The deal is Ideosource’s largest investment to date. Partner Freddy Karyadi led the transaction.
Allens has advised IDP Education Ltd in respect of its A$331.6 million (US$235m) IPO which was launched on 12 November 2015. Headquartered in Melbourne, IDP Education is a global leader in international student recruitment, a co-owner of leading English language proficiency test IELTS and an operator of English language schools in South East Asia. It is currently owned 50 percent by 38 Australian universities through Education Australia Ltd and 50 percent by SEEK Ltd through its wholly-owned subsidiary SEEK Investments Pty Ltd. On completion of the IPO, Education Australia will hold 50 percent of the shares on issue whilst SEEK Investments will not hold any shares. The IPO is expected to raise total proceeds of A$331.6 million (US$235m) based on an offer price of A$2.65 (US$1.88) per share, which equates to an enterprise value of A$658.1 million (US$466.6m) and a market capitalisation on listing of A$663.3 million (US$470.3m). Corporate partner and co-head of equity capital markets team Robert Pick led the transaction. Clayton Utz has acted for Evans and Partners and National Australia Bank, as joint arrangers and joint lead managers, and ANZ, as joint lead manager, in respect of Australian Unity’s offer of Series B Australian Unity Bonds to raise approximately A$200 million (US$141.8m). The offer represents the first in Australia under the simple corporate bonds regime introduced in 2014. Under the offer, Australian Unity is offering interest paying, unsubordinated and unsecured bonds with a face value of A$100 (US$70.92) each, which mature on 15 December 2020. The bonds are expected to be listed on the ASX from mid-December 2015. Australian Unity is a national healthcare, financial services and retirement living organisation providing services to around 850,000 customers, including 300,000 members nationwide. Corporate partner Brendan Groves led the transaction which was announced on 9 November 2015. Davis Polk has advised China International Capital Corp Ltd (CICC) in respect of its IPO and listing on the Main Board of the HKSE and a Rule 144A/Regulation S international offering. Net proceeds from the global offering are estimated to be approximately HK$5.48 billion (US$707m) prior to any exercise of the over-allotment option. CICC is a premier China-based investment bank with international reach. As the first joint-venture investment bank in the PRC and a pioneer in adopting international best practices with a thorough understanding of the Chinese market, CICC quickly became a flagship investment bank in China. Headquartered in Beijing, CICC has set up several subsidiaries in mainland China, securities branches in 18 mainland cities, and subsidiaries in Hong Kong, New York, London and Singapore. Partners Bonnie Y Chan, Antony Dapiran and Li He, supported by partners John D Paton and Gregory S Rowland, led the transaction. Davis Polk has also advised Sumitomo Mitsui Trust Bank Ltd in respect of the establishment of a US$5 billion guaranteed secured obligation programme arranged by Goldman Sachs International, pursuant to which SumitG Guaranteed Secured Obligation Issuer DAC, an Irish SPV, may issue bonds guaranteed by Sumitomo and The Goldman Sachs Group Inc and secured by a pool of eligible fixed income assets held by the issuer. The firm also advised Sumitomo on the Rule 144A/Regulation S offering of US$500 million 2.251 percent guaranteed secured bonds due 2020 under the program. The bonds are listed on the Irish Stock Exchange. The program offers an innovative synthetic covered bond structure involving Japanese and other underlying mortgage assets and other collateral. Sumitomo is the largest Japanese trust bank in terms of total trust account assets and forms the core of the Sumitomo Mitsui Trust Group. It is a subsidiary of Sumitomo Mitsui Trust Holdings Inc, which is listed on the Tokyo Stock Exchange. Partners Eugene C Gregor and John D Paton led the transaction. J Sagar Associates has advised Mubble Networks Private Ltd in respect of investments made by Accel Partners and Nandan Nilekani. The transaction involved a Series ‘A’ funding by the investors towards a fresh issuance of shares in Mubble, a company which develops mobile internet products and services. Partners Sajai Singh and Tony Verghese led the transaction. Accel Partners was advised by Indus Law led by partner Srinivas Katta whilst Nandan Nilekani was advised by Avigna Law led by partner Kshama Ravikumar. J Sagar Associates has also advised InterGlobe Aviation Ltd, the company that runs the low cost carrier ‘IndiGo’, and some selling shareholders in respect of its INR30 billion (US$454.8m) IPO comprising of a fresh issue of equity shares aggregating to INR12.72 billion (US$192.85m) and an offer for sale of equity shares by certain selling shareholders aggregating to INR17.36 billion (US$263.2m). IndiGo’s IPO is the first successful listing in the aviation sector after Jet Airways’ IPO in 2005 and is also India’s biggest IPO since December 2012. The overall issue was over-subscribed approximately six times whilst the institutional category was over-subscribed over 15 times. Partners Rohitashwa Prasad, Somasekhar Sundaresan and Lalit Kumar led the transaction. AZB & Partners and Latham & Watkins acted as domestic and international counsel, respectively, to the underwriters. Khaitan & Co advised some other selling shareholders. Khaitan & Co has advised Rakesh Gangwal, Shobha Gangwal, Dr Asha Mukherjee and The Chinkerpoo Family Trust as the selling shareholders in respect of the approximately US$451 million IPO of InterGlobe Aviation Ltd, a leader in aviation, hospitality and travel-related services. InterGlobe Aviation runs the no-frills carrier IndiGo. Executive Director Sudhir Bassi, partners Haigreve Khaitan and Abhimanyu Bhattacharya and associate partner Anuj Sah, assisted by partner Sanjay Sanghvi, led the transaction. Khaitan & Co has also advised Mankind Pharma Ltd in respect of the exit by Chrys Capital, through its investment entity Monet Ltd Mauritius, from Mankind Pharma by transfer of 10.77 percent equity shares to the Capital Group (acquiring through its investment entities Cairnhill CIPEF Ltd and Cairnhill CGPE Ltd) for approximately US$179.6 million. Mankind Pharma is one of the top five leading pharmaceutical companies in India. Partner Joyjyoti Misra led the transaction. Kirkland & Ellis is representing Wenzhou Kangning Hospital Co Ltd, the largest private psychiatric healthcare group in China by revenue in 2014, in respect of its IPO on the HKSE. Citigroup Global Markets Asia Ltd and CITIC CLSA Capital Markets Ltd are the joint global coordinators. The high end of the proposed offer price for Wenzhou Kangning global offering is set at HK$38.70 (US$4.99) per share for a total offering size of approximately HK$681 million (US$87.86m), without taking into account any exercise of the over-allotment option. The Hong Kong public offering commenced on 10 November 2015 and listing is scheduled to take place on 20 November 2015. Hong Kong capital markets partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Stephanie Lau and Peng Qi are leading the transaction. Kirkland & Ellis is also representing Sankaty Advisors LLC, the credit affiliate of Bain Capital LLC, in respect of certain financing aspects of its acquisition of GE Capital’s commercial lending and leasing portfolios in Australia and New Zealand. The transaction, which is expected to close by the end of the year, was announced on 9 November 2015. The portfolio has in excess of A$2 billion (US$1.4b) of exposure to five different asset pools, including debtor finance, corporate aviation finance, leveraged finance, equipment finance and asset-backed lending. Debt finance partners Ashley Young and Daniel Abercromby led the transaction. Maples and Calder has acted as Cayman Islands counsel to Future Land Development Ltd in respect of the issuance of US$250 million 6.25 percent senior notes due 2017. The notes will be listed on the SGX-ST. Future Land is a leading property developer in the Yangtze River Delta in China. Partner John Trehey led the transaction whilst Shearman & Sterling acted as US and Hong Kong counsel. Paul Hastings acted as US counsel to JP Morgan Securities, BOCI Asia Ltd, Merrill Lynch International, Guotai Junan Securities and HSBC as the initial purchasers. Rajah & Tann has advised United Overseas Bank Ltd as the sponsor and issue manager, joint underwriter and joint placement agent in respect of the IPO and listing of shares of Jumbo Group Ltd on the Catalist Board of the SGX-ST. UOB Kay Hian Private Ltd acted as joint underwriter and joint placement agent. Jumbo Group was successfully listed on the Catalist on 9 November 2015. Jumbo Group is one of Singapore’s leading multi-dining concept food & beverage (F&B) establishments with 14 F&B outlets in Singapore and two F&B outlets in the PRC. It also manages a Singapore Seafood Republic outlet and a Yoshimaru Ramen Bar outlet in Singapore which are effectively owned by its associated companies. Further, it holds investment in one and is paid licensing fees in four Singapore Seafood Republic outlets located in Japan, through its associated company. Partners Howard Cheam and Teo Yi Jing led the transaction which was valued at approximately S$40.1 million (US$28.2m) and was completed on 9 November 2015. Shook Lin & Bok is acting for Morgan Stanley Asia (Singapore) Pte and DBS Bank Ltd as the joint financial advisers to CB Medical Holdings Ltd (CBMHL) in respect of the proposed amalgamation between Biosensors International Group Ltd (BIG) and CBMHL, a substantial shareholder of BIG, for approximately S$1.48 billion (US$1b). Partners David Chong and Dayne Ho are leading the transaction. WongPartnership is acting for the consortium of Hyflux Ltd and Mitsubishi Heavy Industries in respect of the successful bid for a Public Private Partnership project with the National Environment Agency of Singapore (NEA) to design, build, own and operate a waste-to-energy (WTE) plant at Tuas South Avenue 3 Singapore under a Design-Build-Own-Operate scheme, and the proposed joint venture by the consortium to develop the WTE plant and to provide WTE services exclusively to the NEA for a period of 25 years from 2019 to 2044. Partners Mark Choy, Tan Sue-Lynn, Susan Wong, Felix Lee, Dorothy Marie Ng, Bonnie Wong, Tay Peng Cheng and Linda Low are leading the transaction. WongPartnership has also acted as Singapore counsel for a TPG Capital-led consortium, which includes Hong Kong private equity firm PAG Asia Capital and Canada’s Ontario Teachers’ Pension Plan, in respect of the acquisition of Cushman & Wakefield by DTZ, the consortium’s portfolio company, for approximately US$2 billion. Partners Andrew Ang and Milton Toon led the transaction. |
Deals – November 11, 2015
Allen & Gledhill has advised DBS Bank Ltd as sole lead manager and book-runner in respect of the S$300 million (US$211.2m) first retail bond offering by Perennial Real Estate Holders Ltd. The offering comprises an offer to the public in Singapore and to institutional and other investors via placement. Perennial exercised its right to re-allocate S$100 million (US$70.4m) from the public offer to the placement. The public offer was upsized, bringing the total aggregate principal amount of bonds under the offer to S$300 million (US$211.2m). Partners Margaret Chin and Daselin Ang led the transaction.
Allen & Gledhill has also advised Ascendas Funds Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of the issue of S$300 million (US$211.2m) fixed rate perpetual securities by HSBC Institutional Trust Services (Singapore) Ltd as trustee of A-REIT. Partners Margaret Chin, Chua Bor Jern, Daselin Ang, Sunit Chhabra and Glenn David Foo led the transaction. Appleby has acted as Cayman counsel for Fraser Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 2 November 2015, with gross proceeds of HK$72 million (US$9.3m). A contractor focused on landslide prevention and slope works, foundation works and other general building works in Hong Kong, Fraser Holdings will use majority of the net proceeds for working capital to support expanding contract works and strengthen its workforce. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung Solicitors advised on Hong Kong law. Peter C Wong, Chow & Chow acted as the Hong Kong counsel to the sponsors and underwriters. AZB & Partners has advised General Electric Company (GE) in respect of a master sale and purchase agreement for the global acquisition by General Electric Company, GE Albany Global Holdings BV and GE Industrial France SAS of the thermal power, renewable power and grid businesses of ALSTOM and ALSTOM Holdings. The primary acquisition has triggered an indirect change in control of two listed companies in India, Alstom India Ltd and Alstom T&D India Ltd, and also the requirements to make open offers under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers Regulations 2011) which has not yet been completed. Partners Ashwin Ramanathan and Vaidhyanadhan Iyer led the transaction which was signed on 2 November 2015 and valued at approximately INR686 billion (US$10.37b). Colin Ng & Partners has acted as Singapore counsel for Link Healthcare, a specialist pharmaceutical and medical technology business focused on the Asian, African and Australasian regions, in respect of its sale to Clinigen Group plc, the specialty global pharmaceutical company listed in the UK, for an initial consideration of £44.5 million (US$67.5m) and a maximum of approximately £100 million (US$151.6m) based on achievement of milestones. Clinigen agreed to acquire Link in late September 2015 and the acquisition was completed on 30 October 2015. Partners Bill Jamieson and Amit Dhume led the transaction. Davis Polk has advised the joint lead managers in respect of the issue of RMB5 billion (US$785.8m) 3.1 percent bonds due 2016 by The People’s Bank of China, the Central Bank of the People’s Republic of China. Under the leadership of the State Council, The People’s Bank of China is responsible for formulating and implementing monetary policy, preventing and mitigating financial risks and safeguarding financial stability. Hong Kong partners Paul Chow and Antony Dapiran led the transaction. Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd, in respect of the INR1.05 billion (US$15.9m) financial assistance to Today Clean Energy Private Ltd to partly finance the cost of implementing 20MW solar PV power project at Kankdel, Agar Malwa, Madhya Pradesh. Girish Rawat led the transaction. Dhir & Dhir Associates has also advised L&T Infrastructure Finance Company Ltd in respect of the INR1.18 billion (US$17.8m) financial assistance for re-financing part of the existing loan availed by ReNew Wind Energy (Rajkot) Private Ltd for its 45MW wind power project in Vaspeth, Sangli, Maharashtra. Girish Rawat also led the transaction. DLA Piper has advised IDX and ASX-listed Perseroan (Persero) PT Aneka Tambang Tbk, the Republic of Indonesia’s leading metals and mining company, in respect of its IDR5.9 trillion (US$434.8m) rights issue. The transaction, the largest equity issue by an Indonesian mining company since 2010, was oversubscribed and the new shares were allotted on 02 November 2015. ANTAM is transforming its business from mining to processed metals manufacturer. The capital raised by the rights issue will fund Phase 1 of ANTAM’s East Halmahera ferronickel processing plant, which is expected to be completed in 2018. In addition to the rights issue, the firm also obtained a novel exemption from the ASX in relation to the rights issue. PT Bahana Securities, PT CIMB Securities Indonesia, Credit Suisse (Singapore) Ltd, PT Danareksa Sekuritas and PT Mandiri Sekuritas acted as selling agents. Singapore partner Joe Bauerschmidt, supported by Melbourne partner Mark Burger, led the transaction. Hogan Lovells has advised China Cinda Asset Management Co Ltd, a leading distressed investor in China, in respect of the acquisition of all the rights and benefits of, including certain liabilities owed to, the seller in relation to a real estate development project in China from Bermuda-incorporated GuocoLand (China) Ltd for a total cash consideration of RMB10.5 billion (US$1.6b). The project is located in downtown Beijing, with a planned gross floor area of approximately 510,000 sq mts, comprising of shopping centers, an office building with twin towers, apartments and hotels. Beijing corporate partner Liang Xu, supported by Hong Kong corporate partner Tim Fletcher, led the transaction which was signed and closed on 20 August 2015. Hogan Lovells has also advised Alstom in respect of the disposal of its €12.4 billion (US$13.3b) energy business to General Electric (GE), Alstom’s approximately €700 million (US$752.8m) acquisition of GE’s Intelligent Transportation Solutions business and the subsequent establishment of joint ventures in three key energy sectors. The deal, which closed on 2 November 2015, sees GE acquire Alstom’s worldwide power and grid businesses whilst Alstom acquires GE’s transportation signalling business, which provides rail signalling products and solutions worldwide. The two companies have also established JVs in the grid, renewable power and nuclear sectors. These JVs will continue to play a significant role in the global power and energy market, with the combined strength of Alstom and GE behind them. Partners Sharon Lewis (Paris), Andrew Briggs (London), Xavier Doumen (Paris), Mark Mazo (Washington DC and Paris), Lourdes Catrain (Brussels), Suyong Kim (London), Janet McDavid (Washington DC), Adrian Emch (Beijing) and Roberta Downey led the transaction. HSA Advocates has represented Norwegian state-owned utility Statkraft AS in respect of forming a 50-50 joint venture with Indian renewable energy company Bharat Light & Power (BLP) to deploy distributed solar energy to industrial and commercial customers in India. The JV, called Statkraft BLP Solar Solutions Private Ltd (SBSS), will provide both rooftop and ground-mounted solutions with world class technology and execution. In addition, SBSS shall provide a variety of financing structures, whereby consumers can convert their solar CAPEX into an attractive per unit cost of solar energy, enabling consumers to reduce their carbon footprint and lower energy costs. Partners Aparajit Bhattacharya and Avirup Nag, supported by partner Harvinder Singh, led the transaction. BLP was represented by partner Siddharth Shankar from J Sagar Associates. J Sagar Associates is advising Sistema Shyam Teleservices Ltd (SSTL) and its majority shareholder Sistema JSFC, a leading Russian conglomerate, in respect of the demerger of SSTL’s telecom wireless business operated under MTS brand to Reliance Communications Ltd (RCOM) in exchange for 10 percent of RCOM’s issued and paid up capital. The deal is the first major consolidation in the telecom sector since 2009 and is the first announced merger after the Department of Telecommunications came out with its merger guidelines in February 2014. Partners Rohitashwa Prasad and Akshay Nagpal, supported by partners Amar Gupta, Mansoor Ali Shoket, Amitabh Kumar, Divyanshu Pandey, Vibha Dhawan and Arpita Garg and head of telecom practice SP Purwar, led the transaction which was signed on 2 November 2015. J Sagar Associates has also advised Arun Jain, chairman of Polaris Consulting and Services Ltd, in respect of the sale of his approximately 28 percent shareholding to Virtusa Corp. Polaris, an innovator in digital transformation and financial technology, has entered into a definitive share purchase agreement with Virtusa whereby a Virtusa subsidiary will acquire approximately 53 percent of Polaris’ paid up share capital from certain promoters led by Arun Jain and certain other shareholders, including Orbitech Private Ltd, for approximately INR1,173 crores (US$177.3m). In addition, Virtusa will make an unconditional mandatory offer to the public shareholders of Polaris to purchase up to an additional 26 percent of Polaris outstanding shares. Partners Aarthi Sivanandh, Vikram Raghani and Somasekhar led the transaction. AZB & Partners advised Orbitech on its approximately 16 percent shareholding. Virtusa was advised by Goodwin Procter and ALMT Legal. Khaitan & Co has advised IIFL Wealth Management Ltd in respect of General Atlantic’s proposed acquisition of up to 21.61 percent stake in IIFL Wealth by way of subscription to equity shares and warrants and purchase of equity shares from IIFL Wealth existing shareholders for approximately US$173 million. A subsidiary of IIFL Holdings Ltd, IIFL Wealth is a leading wealth manager engaged inter alia in financial services, investment banking and trusteeship services. Partners Haigreve Khaitan, Arindam Ghosh and Aakash Choubey and associate partner Abhishek Sinha, supported by partner Avaantika Kakkar and executive director Daksha Baxi, led the transaction. Khaitan & Co has also advised Capita plc UK in respect of the India leg of its 100 percent acquisition of Xchanging plc which resulted in an indirect change in control in Xchanging India, a subsidiary of Xchanging plc, for approximately US$636 million. The acquisition required a mandatory tender offer to be made to the public shareholders of Xchanging. Capita is a leading UK-based provider of technology-enabled customer and business process services and integrated professional support services. Partner Arindam Ghosh, assisted by partner Avaantika Kakkar, led the transaction. King & Wood Mallesons has acted as Hong Kong and US counsel for Fosun International Ltd in respect of a US$1.5 billion rights issue. Fosun International is one of China’s largest investment companies. Its primary businesses include insurance, industrial operations, investment and asset management. The rights issue received 119.21 percent oversubscription and is Hong Kong’s largest rights issue to date in 2015. The company intends to utilise the net proceeds for M&As in the banking and insurance industry and for repayment of loans. CMB International Capital Ltd and Hani Securities (HK) Ltd acted as joint global coordinators, joint book-runners and financial advisers. Partners Gary Lock,Christene Chen and Richard Mazzochi led the transaction. King & Wood Mallesons has also acted as international counsel for Beijing Automotive Industry Group Co Ltd (BAIC) in respect of its offering of €500 million (US$537.8m) 1.9 percent guaranteed notes due 2020. The bonds are issued by BAIC subsidiary BAIC Inalfa HK Investment Co Ltd and are unconditionally and irrevocably guaranteed by BAIC. Beijing-based BAIC is a leading automotive group specialised in the development, manufacturing, distribution and after-sales services of a wide range of passenger and commercial vehicles with a focus on the mid to high-end markets. It is one of the top five largest domestic automotive manufacturers in China and is the single largest enterprise owned by the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing (Beijing SASAC) in terms of revenue and profit. The transaction marks BAIC’s first-ever euro-denominated bond issue. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction. Kirkland & Ellis is advising JP Morgan Securities (Asia Pacific) Ltd as financial advisor to the Special Committee of NYSE-listed Youku Tudou Inc, a leading multi-screen entertainment and media company in China, in respect of its acquisition by NYSE-listed Alibaba Group Holding Ltd in an all-cash transaction. The transaction was announced on 6 November 2015. Morgan Stanley Asia Ltd is acting as financial advisor to Alibaba. Hong Kong corporate partner Jesse Sheley is leading the transaction which is expected to close in the first quarter of 2016, subject to customary closing conditions. Skadden, Arps, Slate, Meagher & Flom, TransAsia and Conyers Dill & Pearman are serving as US, PRC and Cayman Islands counsel, respectively, to the Special Committee. Simpson Thacher & Bartlett is serving as US counsel to Alibaba whilst Fangda Partners and Walkers are serving as PRC and Cayman Islands counsel, respectively. Latham & Watkins has represented Citigroup Global Markets, JP Morgan India Private Ltd and Morgan Stanley India Company Private Ltd, as global coordinators and book-running lead managers, and Barclays Bank PLC, Kotak Mahindra Capital Company Ltd and UBS Securities India Private Ltd, as book-running lead managers, in respect of the INR3,008.5 crores (US$454.7m) IPO of shares by InterGlobe Aviation Ltd (Indigo Airlines). The IPO, which was listed on the Bombay and National Stock Exchanges, is the largest by an Indian company since 2012 and the first by an airline in India since 2006. Singapore partner Rajiv Gupta, supported by New York partner Jiyeon Lee-Lim, led the transaction. Morrison & Foerster has advised Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities, in respect of completing its acquisition of a US$4.55 billion logistics portfolio from Industrial Income Trust. The firm is also advising GLP on the injection of the portfolio into its fund management platform and the establishment of GLP US Income Partners II with three leading global institutional investors. The transaction enlarges GLP’s US footprint by 50 percent to 173 million square feet, with GLP becoming the second largest logistics property operator in the US within a year of its entry into the market. GLP is also the largest provider of modern logistics facilities in China, Japan and Brazil. Washington DC partner David Slotkin, Singapore partner Eric Piesner and New York partner Jeff Bell, supported by Singapore partner Shirin Tang and San Francisco partner Ken Muller, are leading the transaction. Rajah & Tann has acted as Singapore counsel for the joint issue managers, book-runners and underwriters in respect of the IPO and listing of iFAST Corp Ltd on the Main Board of the SGX-ST. The company offered a total of 32.8 million shares under a public offer and placement. The company has also granted an over-allotment option to DBS Bank Ltd to purchase up to 3.28 million additional shares. Headquartered in Singapore, iFAST is an internet-based investment products distribution and administration platform providing a comprehensive range of services. iFAST has assets under administration of approximately S$5.13 billion (US$3.6b) as of end September 2014. iFAST is also present in Hong Kong, Malaysia and China. Partners Howard Cheam and Teo Yi Jing led the transaction whilst Christopher & Lee Ong, a member of the Rajah & Tann Asia Network, advised on Malaysian law. Rajah & Tann has also advised Canada-headquartered Fairfax Financial Holdings in respect of its purchase, through its subsidiary Fairfax Asia Ltd, of a 35 percent stake of Vietnamese insurer BIDV Insurance Corp (BIC). Fairfax will become BIC’s strategic partner who will provide assistance in underwriting management, risk management, information technology, development of distribution network and investment management. The Bank for Investment and Development of Vietnam (BIDV), BIC’s parent bank, is Vietnam’s third largest lender by total assets. Its listed insurance arm is one of the local leading non-life insurers. Fairfax focuses on non-life insurance, reinsurance and investment management segments. The group achieved a US$1.67 billion profit after tax last year. In Asia, where its premium revenue alone hit over US$3 billion, Fairfax has footholds in India, Indonesia, China, Malaysia, Singapore, Hong Kong, Thailand and Sri Lanka and Vietnam. Partner Brian Ng led the transaction which was valued at approximately US$40 million and was completed on 18 October 2015. Shook Lin & Bok has acted for Oxley MTN Pte Ltd and Oxley Holdings Ltd in respect of Oxley MTN’s issuance of S$300 million (US$211.2m) 5 percent bonds due 2019 which are unconditionally and irrevocably guaranteed by Oxley Holdings. Partners Marilyn See and Lian Shueh Min led the transaction. Simpson Thacher has represented KKR in respect of its acquisition of a significant minority stake in CA Media, an existing Asian media portfolio of The Chernin Group, as well as the creation of Emerald Media, a new vehicle to fund investments capitalizing on fast-growing opportunities in the media and entertainment industries across Asia. KKR has committed up to US$300 million to the Emerald Media platform from its KKR Asian Fund II whilst The Chernin Group will join as a minority co-investor. Emerald Media, which will have offices in Mumbai, Hong Kong and Singapore, will focus primarily on providing growth capital ranging from US$15 million to US$75 million for both control and significant minority positions to media, entertainment and digital media businesses in Asia. Partners Katie Sudol (M&A), Adam Furber (Funds), Chris Bell (Financing), Katharine Moir (Tax) and Tristan Brown (Executive Compensation) led the transaction. Skadden is acting as US counsel to the buyer group in respect of the going-private transaction of NYSE-listed Mindray Medical International Ltd. The buyer group is composed of Xiting Li, the executive chairman, president and co-chief executive officer, Hang Xu, the chairman of the board, and Minghe Cheng, the co-chief executive officer and chief strategic officer of Mindray Medical. The transaction, which values the company at approximately US$3.3 billion, was announced 4 November 2015. Mindray Medical is a leading global developer, manufacturer and marketer of medical devices across three primary business segments, namely patient monitoring and life support, in-vitro diagnostics and medical imaging systems. Corporate partners Peter Huang (Beijing) and Clive Rough (Hong Kong) led the transaction. WongPartnership has acted for The Hour Glass Ltd as issuer in respect of the establishment of a S$500 million (US$352m) multicurrency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for Precious Projects Pte Ltd, Precious Shipping Public Company Ltd and Precious Shipping (Singapore) Pte Ltd in respect of the establishment of a S$500 million (US$352m) multicurrency medium term note programme by Precious Projects Pte Ltd. The notes are unconditionally and irrevocably guaranteed by Precious Shipping Public Company and Precious Shipping (Singapore). Partner Hui Choon Yuen led the transaction. |
Deals – November 3, 2015
AZB & Partners is advising American Tower Corp in respect of its acquisition, through its subsidiary ATC Asia Pacific Pte Ltd, of 51 percent in Viom Networks Ltd. Partners Gautam Saha and Shuchi Sinha (M&A), Ajay Bahl and Sunil Agarwal (Tax) and Samir Gandhi (Competition Law) are leading the transaction which was valued at approximately INR76 billion (US$1.16b) and is yet to be completed.
Baker & McKenzie has acted as regulatory counsel advising AXA in respect of the disposal of its pension business in Hong Kong and the regulatory approval process. AXA and Principal Financial Group entered into an agreement for the sale of AXA’s Mandatory Provident Fund (MPF) and Occupational Retirement Schemes Ordinance (ORSO) businesses in Hong Kong. AXA and Principal also entered into a 15-year exclusive distribution agreement under which AXA will distribute the MPF and ORSO schemes through AXA’s proprietary networks in Hong Kong. AXA Group is a worldwide leader in insurance and asset management, with 161,000 employees serving 103 million clients in 59 countries. Hong Kong partner and head of the insurance practice Martin Tam led the transaction. Conyers Dill & Pearman is providing Cayman advice to Youku Todou Inc, China’s leading Internet television company, in respect of Alibaba Group Holding Ltd’s proposed acquisition of all outstanding shares of Youku Toudou by way of a “going-private” merger. Hong Kong partner David Lamb is leading the transaction. Conyers Dill & Pearman has also provided Cayman advice to Dorsett Hospitality International Ltd in respect of its privatization by way of a scheme of arrangement between the company and its scheme shareholders pursuant to a bid by Far East Consortium International Ltd which valued Dorsett at about US$220 million and its delisting from the HKSE. Partner and head of Hong Kong office Christopher Bickley led the transaction. Davis Polk has advised Meituan Corp in respect of its strategic cooperation with DianPing Holdings Ltd, through which they jointly established a new holding company that is expected to be a market leader in China’s O2O (online-to-offline) market. Headquartered in Beijing, Meituan is a leader in China’s O2O market that focuses on providing O2O booking services ranging from restaurants to movie tickets to other leisure deals. DianPing is based in Shanghai and specializes in providing restaurant review, rating and booking services. Beijing partner Li He led the transaction. Kirkland & Ellis has represented 22 investment banks in respect of the US$2.3 billion global offering and listing on the HKSE of China Huarong Asset Management Co Ltd, the largest financial asset management company in China. The firm’s clients included HSBC, Goldman Sachs, CCB International, Credit Suisse, ICBC International, China International Capital Corp, Citi and Merrill Lynch as joint global coordinators and joint book-runners, as well as Huarong International, BOCI Asia, CMB International, GF Securities, China Merchants Securities, DBS Asia, BOCOM International, ABCI Capital, Deutsche Bank, Jefferies, Nomura, Morgan Stanley, CLSA and China Securities (International) as the other joint book-runners. The listing took place on 30 October 2015. Hong Kong corporate partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Peng Qi, assisted by Hong Kong corporate partner Shawn Tai and Beijing corporate partner Steve Lin, led the transaction. Kirkland & Ellis is also advising NYSE-listed Vipshop Holdings Ltd, China’s leading discount online retailer for brands, as a cornerstone investor in respect of its €30 million (US$33m) investment in the IPO of French online fashion retailer Showroomprive.com on Euronext Paris. Hong Kong corporate partner Frank Sun, assisted by Hong Kong corporate partner Joey Chau, is leading the transaction. Latham & Watkins has advised Kono Insurance Ltd’s shareholders in respect of the sale of Kono’s entire issued share capital to Zurich General Insurance business in Hong Kong. An authorised general business insurer in Hong Kong, Kono is a multi-line general business insurance player, underwriting most classes of general business insurance, with a particular focus on construction and engineering related insurance. The acquisition will enable Zurich to build upon the strength of its existing proposition offering in Hong Kong by adding Kono’s expertise in construction and engineering related insurance. Kono will become a wholly-owned subsidiary of Zurich, subject to regulatory approval. Partners Cathy Yeung and William Woo led the transaction. Mayer Brown JSM has advised in respect of the recent spin-off of China Overseas Property Holdings Ltd from its parent, China Overseas Land & Investment Ltd. The firm also advised on China Overseas Property’s separate listing on the HKSE, which began trading on 23 October 2015. China Overseas Property, one of China’s leading property management companies, is now China Overseas’ fifth Hong Kong-listed entity following the spin-off. Corporate & securities partner Jeckle Chiu led the transaction. Morrison & Foerster has advised Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities in China, Japan and Brazil, in respect of the syndication of 45 percent of its interests in GLP US Income Partners I. The syndication to two leading global institutional investors from Asia and one from North America closed on 26 October 2015. Earlier this year, the firm advised GLP on its co-investment with an affiliate of Singapore sovereign wealth fund GIC Pte Ltd in the acquisition from the Blackstone Group of one of the largest real estate portfolios in the US which has been injected into GLP US Income Partners I. The transaction, valued at US$8.1 billion, marked GLP’s first foray into the US market. Singapore corporate partners Eric Piesner and Shirin Tang and Washington DC corporate partner David Slotkin, supported by San Francisco corporate partner Ken Muller, New York tax partner Michelle Jewett, Washington DC finance partner Nicholas Spiliotes and Los Angeles real estate and finance partners Marc Young and Tom Fileti, led the transaction. Morrison & Foerster is also advising Global Logistic Properties Ltd (GLP) in respect of the acquisition of a US$4.55 billion US logistics portfolio from Industrial Income Trust and on the expansion of its US$2.2 billion joint venture in Japan with the Canada Pension Plan Investment Board, the formation of a US$1.1 billion fund in Brazil, GLP Brazil Income Partners II (GLP BIP II) and the acquisition of the portfolio of assets being injected into GLP BIP II. Norton Rose Fulbright has advised ING Bank NV and Sumitomo Mitsui Banking Corp (SMBC) in respect of an approximately US$1.26 billion loan to Tartaruga MV29 BV (TARMV29). TARMV29 is incorporated in the Netherlands; each of MODEC Inc, Mitsui & Co Ltd, Mitsui OSK Lines Ltd and Marubeni Corp has an equity stake. The loan, provided as project financing, will support a project in which a long-term Floating Production Storage and Offloading (FPSO) chartering service to be offered by TARMV29 to Brazilian state-owned oil company Petróleo Brasileiro SA (Petrobras) for 20 years. MODEC will build an FPSO unit with the capacity to produce up to 150,000 barrels of crude oil and 176 million cubic feet of gas per day and store about 1.6 million barrels of crude oil. The FPSO is expected to be moored in the Tartaruga Verde and Tartaruga Mestica oil fields, offshore Brazil in waters 765 metres deep during the fourth quarter of 2017. It is the ninth FPSO chartered to Petrobras by MODEC. The syndicate of lenders includes ING and SMBC as coordinating banks and Mizuho Bank Ltd, Overseas-Chinese Banking Corp Ltd, Clifford Capital Pte Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, DVB Bank SE, Natixis, Sociètè Gènèrale, Mitsubishi UFJ Trust and Banking Corp, Sumitomo Mitsui Trust Bank Ltd and Crèdit Industriel et Commercial as co-financers. The portion of the loan provided by the syndicate is around US$1.01 billion and an additional US$252 million was provided by the Japan Bank for International Cooperation (JBIC), the Japanese export credit agency. Tokyo partner Adrian Joyce, supported by partner Jeremy Gibb, Amsterdam partner Wouter Hertzberger, Singapore partner Wilson Ang and London partner Nigel Dickinson, led the transaction. Rajah & Tann has acted for CITIC Ltd and its affiliates and CKM (Cayman) Company Ltd in respect of the approximately S$1.9 billion (US$1.36b) voluntary conditional offer by CKM for United Envirotech Ltd. CKM is a consortium vehicle between CITIC and Kohlberg Kravis Roberts & Co LP (KKR). The CITIC group is the largest conglomerate in the PRC and its businesses include financial services, resources and energy, manufacturing, real estate and infrastructure and engineering contracting. KKR is a leading global investment firm that manages investments across multiple asset classes, including private equity, energy, infrastructure, real estate, credit and hedge funds. United Envirotech (now known as CITIC Envirotech Ltd) is listed on the Main Board of the SGX-ST and is a leading membrane-based water and wastewater treatment and recycling solutions provider with businesses mainly in the PRC’s chemical, petrochemical and industrial park sectors. Capital Markets / M&A partners Danny Lim and Bernia Tan led the transaction. Rajah & Tann is also acting for two Singaporean entities EHPL and its wholly-owned subsidiary EPL in respect of an investment dispute involving a total of seven defendants, including an Australian entity, two Malaysian entities and one of their own former directors. The dispute involves breaches of contract law and fiduciary duties, as well as issues of patent law. It spans multiple jurisdictions, including Australia, India, Malaysia and Singapore. Related proceedings have also been commenced in the UK and India. Partner Francis Xavier SC is leading the transaction. Skadden has advised Ctrip.com International Ltd in respect of a share exchange transaction with Baidu Inc, pursuant to which Baidu has exchanged shares of Qunar Cayman Islands Ltd for newly-issued ordinary shares of Ctrip. As a result of the transaction, Baidu will own ordinary shares of Ctrip representing approximately 25 percent of Ctrip’s aggregate voting interest whilst Ctrip will own ordinary shares of Qunar representing approximately 45 percent of Qunar’s aggregate voting interest. As of 27 October 2015, the closing trading prices of Ctrip’s ADS and Qunar’s ADS were US$90.78 and US$42.65, respectively. Ctrip is a leading online travel service provider and China’s largest online consolidator of accommodations and transportation tickets in China in terms of volume. Partners Julie Gao, Haiping Li, Michael Gisser and Daniel Dusek and international legal project manager Nick Shu led the transaction which was announced on 26 October 2015. Sullivan & Cromwell has represented the underwriters in respect of China Reinsurance (Group) Corp’s $2 billion global offering and listing on the HKSE. Hong Kong partners Chun Wei, Kay Ian Ng and Gwen Wong led the transaction. Squire Patton Boggs in Singapore is acting as US/international counsel for HSBC Securities, Axis Capital, ICICI Securities and Edelweiss Capital in respect of the approximately US$300 million IPO by Equitas Holdings Ltd, one of the largest non-banking financial services companies in India. Equitas is the first Indian small finance bank to go to market in one of the largest IPOs out of India this year. Equitas is one of the largest diversified financial services companies in India and the fifth largest microfinance company in India. From its operations across India, Equitas currently provides loans to support micro and small businesses, vehicle finance, housing finance and small enterprise loans and it has recently also been awarded a small finance bank license. Singapore corporate partner Biswajit Chatterjee, assisted by partners Mitch Thomson and Jim Gray (Cleveland), is leading the transaction. WongPartnership has acted for Mitsubishi Corp and MC Finance & Consulting Asia Pte Ltd, a wholly-owned subsidiary of Mitsubishi Corp, in respect of the establishment of a S$1 billion (US$714.8m) multicurrency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for Kewalram Singapore Ltd in respect of the sale of approximately 221.96 million ordinary shares in Olam International Ltd to Mitsubishi Corp for approximately S$615 million (US$439.6m). Partner Andrew Ang led the transaction. |
Deals – October 28, 2015
Allen & Gledhill has advised Ezra Holdings Ltd in respect of the 50/50 joint venture between Ezra and Chiyoda Corp in relation to the subsea services business of Ezra. Chiyoda will acquire a 50 percent interest in the issued share capital of a joint venture company through the acquisition of shares in the JV to be held by EMAS-AMC Holdings Pte Ltd and the subscription for new shares in the JV. EMAS AMC is a wholly-owned subsidiary of Ezra. Partners Christopher Koh and Michelle Fum led the transaction.
Allens has advised Australian pay TV operator Foxtel on the competition aspects in respect of its proposed tie-up with free-to-air television station Channel 10. The deal cleared a major hurdle when the Australian Competition and Consumer Commission announced on 22 October 2015 that it would not oppose the deal. The deal was also approved by the Australian Communications and Media Authority on the same day. Under the deal, Foxtel will buy 15 percent of Ten whilst Ten will buy 25 percent of Foxtel’s advertising agency MCN. Presto TV, which is part-owned by Foxtel, will also grant Ten an option to purchase a 10 percent share of the company. The deal is still subject to Foreign Investment Review Board approval and various other conditions. Partners Jacqueline Downes, Ian McGill and Kylie Brown led the transaction. Appleby has acted as Cayman counsel for both KPa-BM Holdings Ltd and China Partytime Culture Holdings Ltd in respect of their respective 8 and 16 October 2015 listings on the Growth Enterprise Market and Main Board of the HKSE. KPa-BM is a structural engineering company with a focus on facade, roof, structural steelwork, noise barriers, flagpoles and related works, as well as trading building material products predominately in Hong Kong. KPa-BM raised approximately HK$45 million (US$5.8m) through its listing and will use majority of the proceeds to expand the capacity of the group and to develop the group’s structural engineering business. China Partytime, which designs, develops, produces, sells and markets cosplay products and non-cosplay lingerie, raised approximately HK$188 million (US$24.26m) through its listing. Majority of the proceeds will be used to increase production capacity by constructing two new factory buildings, as well as to set up an e-commerce operation centre and a service and experience centre. Hong Kong corporate partner Judy Lee led both transactions whilst TC & Co and Hastings & Co were the Hong Kong advisers to KPa-BM and China Partytime, respectively. AZB & Partners is advising International Finance Corp, Sequoia Capital India Investments III, WestBridge Ventures II LLC and Nederlandse Financierings- Maatschappij voor Ontwikkelingslanden NV as the investor selling shareholders in respect of Equitas Holdings Ltd’s IPO of equity shares consisting of a fresh issue of equity shares aggregating up to INR6 billion (US$92.27m) and an offer for sale of up to 15.25 million shares. Partner Madhurima Mukherjee is leading the transaction which was announced on 16 October 2016. Cyril Amarchand Mangaldas has advised Schlemmer GmBH in respect of two business transfer agreements, one with Tubecraft and the other with Tubicor, both partnership firms constituted under the (Indian) Partnership Act 1932, for the purchase of their business of manufacturing and sale of plastic pipes, tubes, hoses and ancillary fittings. The business is being purchased for a collective amount of INR123 million (US$1.9m). Schlemmer shall be incorporating an Indian subsidiary for the acquisition of the business; the rights and obligations of Schlemmer under the business transfer agreements shall be assigned to such Indian subsidiary. Mumbai corporate partners Vandana Shroff and Smruti Shah led the transaction which is expected to close by end of March 2016. DLA Piper acted as international counsel. Cyril Amarchand Mangaldas has also advised Viom Networks Ltd, its key and minority shareholders, which include Tata Sons, Tata Teleservices, IDFC Private Equity Fund III, Macquarie SBI Infrastructure Investments Pte Ltd, SBI Macquarie Infrastructure Trust, SREI Infrastructure Finance Ltd, Sunil Kanoria, IDFC Private Equity Fund II and GIC’s Indivest Pte Ltd, in respect of the sale of 51 percent shares and controlling interest in Viom Networks to American Towers Corp for a total cash consideration of INR7,635 crores (US$1.17b). At closing, Tata Teleservices will retain a part of its holding, with Macquarie SBI Infrastructure Investments, SBI Macquarie Infrastructure Trust and IDFC PE Fund III retaining certain interests. Under the agreement, American Tower Corp may acquire or be required to acquire all or a portion of the remaining 49 percent ownership stake in Viom Networks. Additionally, the parties have agreed that, post-closing, American Tower Corp’s existing Indian portfolio of approximately 14,000 towers will be merged with Viom Networks’ portfolio of 42,200 wireless communications towers and 200 indoor distributed antenna systems across India. Mumbai corporate partner Ashwath Rau, along with competition law partner Nisha Kaur Uberoi and dispute resolution partner Indranil Deshmukh, led the transaction which was signed on 21 October 2015 and is expected to close by 31 July 2016. American Towers Corp’s international counsel was Clifford Chance. Khaitan & Co has advised HCL Technologies Ltd in respect of the acquisition of the external IT business relating to provision of IT infrastructure, mainframe services and application operation services from the Volvo Group for US$138 million. In addition, HCL has entered into a letter of intent with the Volvo Group for undertaking an outsourcing engagement for its IT infrastructure and operations services for five years. HCL Technologies is an IT & IT services company that offers services, including IT consulting, enterprise transformation, remote infrastructure management, engineering and R&D, and business process outsourcing. Partner Joyjyoti Misra led the transaction. Khaitan & Co has also advised Nitin Lifesciences Ltd and its promoters in respect of the sale of 74 percent stake to Recipharm AB Sweden for approximately US$103 million. Recipharm is a leading contract development and manufacturing organisation in the pharmaceutical industry which offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material including API and pharmaceutical product development. Recipharm manufactures more than 400 different products to customers ranging from big pharma to smaller research and development companies. Partner Kalpana Unadkat led the transaction. Latham & Watkins has advised AMD in respect of a joint venture with Nantong Fujitsu Microelectronics Co Ltd (NFME). The JV combines AMD’s high-volume assembly, test, mark, and pack facilities and experienced workforce in Penang, Malaysia and Suzhou, China with NFME’s established outsourced semiconductor assembly and test expertise. Valued at US$436 million, the transaction is expected to close in the first half of 2016, pending successful completion of regulatory approvals. Silicon Valley partners Tad Freese and Anthony Klein, supported by partners Kenneth Chan, Abbott “Tad” Lipsky, Hector Armengod and Samuel Weiner, led the transaction. Luthra & Luthra has advised in respect of the agreement by Reliance Mutual Fund, through its asset manager Reliance Capital Asset Management Company, to acquire the schemes of Goldman Sachs Mutual Fund. The deal was valued at US$37.5 million and is expected to close by 31 March 2016. Upon closure, Reliance shall become India’s largest exchange traded fund and also has a majority market share in Gold schemes. The deal also assists Reliance in posting a direct challenge to the second position in the mutual fund business in India. Partners Bikash Jhawar, G R Bhatia and Abdullah Hussain led the transaction. Luthra & Luthra has also advised American Tower Corp (ATC) in respect of its acquisition of majority shareholding in Viom Networks Ltd from its existing promoters Tata Group and SREI Group, certain existing private equity investors and individual shareholders. The enterprise value of the deal is approximately INR21,000 crores (US$3.23b), which includes debt of around INR6,500 crores (US$1b). ATC has agreed to acquire 51percent shareholding in Viom for a total cash consideration of INR7,635 crores (US$1.17b), making it one of the largest M&A transaction in recent times. Completion of the deal is subject to requisite regulatory approvals. Partner Kanchan Sinha, supported by partner Anshul Jain, led the transaction on which Clifford Chance and AZB & Partners also advised. Cyril Amarchand Mangaldas advised Viom and its primary shareholders. Rodyk & Davidson has advised SGX-listed SHS Holdings Ltd in respect of the sale of its entire interests in the TAT Group and Axxmo International Pte Ltd, which collectively operate a distribution business for refined petroleum products, to Brenntag (Holding) BV, a subsidiary of German chemical distribution company Brenntag AG, for approximately S$100 million (US$71.7m). Corporate partner Ng Eng Leng, supported by partner Barry Koh, led the transaction. Rodyk & Davidson has also advised Sim Lian (Anchorvale) Pte Ltd, a subsidiary of Sim Lian Group, in respect of the tender purchase of residential land at Anchorvale Crescent for S$157.8 million (US$113m). The land is slated for executive condominium development which is aimed at a sandwiched class of citizens with newly-raised monthly salary ceiling of S$14,000 (US$10,037). Real estate partner Lee Liat Yeang led the transaction. Shook Lin & Bok has acted as Singapore counsel for Clinigen Group plc, a UK-based specialty global pharmaceutical company, in respect of its acquisition of the Link Healthcare group of companies, a specialist pharmaceutical and medical technology business focused on the Asia, Africa and Australasia region, on a cash-free debt-free basis for an initial consideration of £44.5 million (US$68m) and a maximum consideration of approximately £100 million (US$153m), based on achievement of milestones. Partner Michelle Phang led the transaction. Skadden is acting as US counsel for Youku Tudou Inc in respect of the review and evaluation of a nonbinding proposal dated 16 October 2015 from Alibaba Group Holding Ltd for a “going-private” transaction. In the proposed transaction, Alibaba would acquire all of the outstanding ordinary shares of Youku Tudou, including ordinary shares represented by American depositary shares (each representing 18 ordinary shares of Youku Tudou), that are not already owned by Alibaba. The transaction is expected to be worth US$5.6 billion, based on the current proposed offer price. NYSE-listed Youku Tudou is a leading multi-screen entertainment and media company in China and is China’s leading Internet television platform. Partners Julie Gao and Michael Gisser are leading the transaction. Stephenson Harwood (Singapore) Alliance has advised Digicel Group Ltd in respect of the regional aspects of the sale of its controlling 75 percent stake in Digicel Asian Holdings Pte Ltd, the indirect parent of its Myanmar tower operations, to edotco Group Sdn Bhd, a subsidiary of the Axiata group. The transaction remains subject to customary closing conditions and the receipt of relevant regulatory approvals. Digicel Group is a leading provider of wireless communications services in the Caribbean, Central America and Oceania regions, operating in 33 local markets. Singapore corporate partner Tom Platts led the transaction on which Davis Polk & Wardwell also advised. Myanmar law advice was provided by Hnin Ei Ei Aung of U Tin Yu & Associates, Stephenson Harwood’s associated firm in Myanmar. Stephenson Harwood (Singapore) Alliance, in conjunction with the firm’s corporate team in Shanghai, has also advised Jungheinrich AG in respect of its acquisition of the MIAS Group. The transaction completed on 1 October 2015, following approval by the German Federal Cartel Office and the Austrian competition authorities. Jungheinrich is one of the world’s leading companies in the material handling equipment, warehousing, and material flow engineering sectors. With the acquisition of the MIAS Group, Jungheinrich expects to expand its technology portfolio in the field of automated warehouse solutions. The MIAS Group is an intralogistics equipment manufacturer in the field of warehousing and transportation technology. It specialises in telescopic tables for pallets and stacker crane and load handling technology products with locations in Germany, Hungary, Singapore, China, the US and Italy. Corporate partners Tom Platts, Elaine Beh (Singapore) and CF Lui (Shanghai) led the transaction on which Heuking Kühn Lüer Wojtek also advised. Sullivan & Cromwell has represented China Mobile Ltd in respect of its agreement with CMC (China), China Unicom, China Telecom and China Reform Corp to sell their telecommunications towers and related assets to China Tower. Hong Kong corporate partner Kay Ian Ng led the transaction which was announced on 14 October 2015. Sullivan & Cromwell has also represented Goldman Sachs International as financial adviser to Pirelli & C SpA (Italy) in respect of China National Chemical Corp and China National Tire & Rubber Corp Ltd’s investment in Pirelli. Corporate partners Richard C Morrissey (London) and Steve Kotran (New York) led the transaction which was announced on 22 March 2015. Veritas Legal has represented Recipharm AB, a publicly listed Swedish corporation, in respect of a share purchase agreement for the acquisition of 74 percent of Nitin Lifesciences Ltd, an Indian pharma contract manufacturing company, for INR671.2 crores (US$103m). Recipharm will have the option to acquire the remaining shares in Nitin whilst current owners will have the option to sell to Recipharm their remaining shares in Nitin in the future. Recipharm is a leading European pharma contract development and manufacturing organisation. Partner Nandish Vyas led the transaction. Khaitan & Co, led by partner Kalpana Unadkat, represented the promoters of Nitin Lifesciences. Weerawong C&P has represented leading condominium project developer Origin Property Public Company Ltd in respect of its corporate restructuring and IPO of 150 million newly-issued shares valued at β1.35 billion (US$38m). Trading commenced on the Stock Exchange of Thailand on 7 October 2015. The funds will reinforce Origin Property’s climb to a top-three condominium project developer with new projects in strategic areas. Kasikorn Securities Public Company Ltd acted as financial advisor and underwriter. Partner Peangpanor Boonklum led the transaction. WongPartnership has acted as Singapore counsel for TPG Capital-led consortium, which includes Hong Kong SAR private equity firm PAG Asia Capital and Canada’s Ontario Teachers’ Pension Plan, in respect of the financing relating to its acquisition of Cushman & Wakefield, a leading global commercial real estate services firm, for approximately US$2 billion. Partners Christy Lim and Tan Beng Lee led the transaction. WongPartnership has also acted for Olam International Ltd in respect of the subscription by Mitsubishi Corp of approximately 332.7 million ordinary shares in Olam for approximately S$915 million (US$656.2m). Joint managing partner Ng Wai King and partners Audrey Chng and James Choo led the transaction. |
Deals – October 22, 2015
Allens has acted for the joint lead managers in respect of Link Administration Holding’s A$946 million (US$686.7m) IPO which opened on 9 October 2015. Partner and co-head of capital markets practice Julian Donnan and partner Stuart McCulloch led the transaction.
Allens has also acted for Macquarie as sole lead manager in respect of the float of Aventus Property Group, which was listed on the ASX in the third week of October 2015 with a market capitalisation of close to A$700 million (US$508m). Partners and co-heads of the capital markets practice Julian Donnan and Robert Pick led the transaction. AZB & Partners has advised AAK AB in respect of the acquisition by its subsidiary AarhusKarlshamn Holding AB of 51 percent of the shares of Kamani Oils Industries Private Ltd. Partners Zia Mody and Ratnadeep Roychowdhury led the transaction which was completed on 1 October 2015. AZB & Partners has also advised W Lucy and Company in respect of its acquisition of the 50 percent shareholding held by Crompton Greaves in CG Lucy Switchgear Ltd for approximately INR402 million (US$6.19m). Partner Nilanjana Singh led the transaction which was completed on 8 October 2015. Cleary Gottlieb has represented Temasek in respect of the definitive agreement under which Dell, together with its owners, Michael S Dell, founder, chairman and chief executive officer of Dell, MSD Partners and Silver Lake will acquire EMC Corp whilst maintaining VMware as a publicly-traded company. The transaction will be financed through a combination of new common equity from Temasek, Michael S Dell, MSD Partners and Silver Lake, the issuance of tracking stock, as well as new debt financing and cash on hand. Corporate partner Paul Shim, supported by partners Meme Peponis, Jason Factor, Paul Marquardt and Len Jacoby, led the transaction. Colin Ng & Partner has advised SGX Mainboard-listed Silverlake Axis Ltd in respect of its acquisition of the retail banking software business of SunGard Data Systems Inc, comprising of its wholly-owned Singapore subsidiary SunGard Ambit Singapore Pte Ltd and its seven subsidiaries across Asia, Middle East and Europe. A leading provider of digital economy solutions and services, Silverlake is set to expand its suite of software and services as well as geographical reach through this strategic acquisition. Corporate finance partners Tan Min-Li and Kenneth Szeto, assisted by partner Stephen Soh, led the transaction. Cyril Amarchand Mangaldas has advised Apax Partners in respect of its acquisition of a 23 percent stake in listed Indian company Zensar Technologies Ltd from Electra Partners Mauritius Ltd, an existing minority shareholder. The deal was signed on 8 October 2015 and closed on 9 October 2015. Mumbai partners Ashwath Rau and Shishir Vayttaden, supported by Nisha Uberoi and New Delhi partner S R Patnaik, led the transaction whilst Kirkland & Ellis acted as international counsel. Allen & Overy acted as international counsel to Zensar Technologies. Cyril Amarchand Mangaldas has also advised Quess Corp Ltd in respect of its investment in Helpr Infotech India Private Ltd by way of a primary subscription to equity shares and the provision of certain software development services. Helpr Infotech is developing a software platform and application “Helpr” to enable the provision of business to customer household facility management services to customers whereas Quess is a leading provider of business to business facility management services. Helpr Infotech and Quess have also entered into an exclusive arrangement to enable provision of household facility management services through Helpr. Bangalore partners Arjun Lall and Arun Prabhu led the transaction which was signed on 9 September 2015 and is expected to close on 30 June 2016. DLA Piper has advised Lanzhou Zhuangyuan Pasture Co Ltd in respect of the HK$186.2 million (US$24m) listing and IPO of its H shares on the main board of the HKSE. Trading of the company’s H Shares commenced on 15 October 2015. Zhuangyuan Pasture is a leading dairy company in Gansu and Qinghai of Northwest China, with a vertically integrated business model covering dairy farming, manufacturing and marketing and sales of dairy products. Zhuangyuan Pasture is the first company in Gansu listed on the HKSE. Partner Melody He-Chen, supported by partner Jeffery Mak, led the transaction. PC Woo & Co represented GF Capital (Hong Kong) Ltd as the sole sponsor of the listing, GF Securities (Hong Kong) Brokerage Ltd as the sole global coordinator and a joint book-runner of the global offering, and China Securities (International) Corporate Finance Company Ltd, Haitong International Securities Company Ltd and AMTD Asset Management Ltd as the other joint book-runners. Gibson, Dunn & Crutcher has represented listed Indonesian oil and gas company PT Medco Energi Internasional Tbk in respect of its acquisition of the Indonesian assets of Lundin Petroleum AB. Medco Energi has signed on 8 October 2015 a sale and purchase agreement with Lundin SEA Holding AB to acquire the Indonesian operations of Lundin Indonesia Holding BV. The Indonesian assets include the non-operated interest in Lematang Block and operated interests in the South Sokang and Cendrawasih VII Blocks, as well as the Joint Study Agreement (JSA) in respect of the Cendrawasih VIII Block. Completion of the transaction is conditional upon approval from the Government of Indonesia. Lundin Indonesia is an affiliate of Lundin Petroleum, a Swedish independent oil and gas exploration and production company active in Europe and Southeast Asia. Lundin Petroleum holds approximately 25.9 percent participating interest in the Singa Field (Lematang PSC), a 100 percent participating interest in the Cendrawasih VII Block (Cendrawasih VII PSC), a 100 percent participating interest in the Cendrawasih VIII JSA and a 60 percent participating interest in the South Sokang Block (South Sokang PSC). Singapore partner Brad Roach, supported by London tax partner Jeffrey Trinklein, led the transaction whilst De Brauw Blackstone Westbroek acted as Dutch counsel. Lundin Petroleum was advised by Jones Day. HSA Advocates has represented Lanco Group in respect of securing one of the most direct and authoritative rulings on the application of the Limitation Act 1963 to the Electricity Act. In its judgment passed on 16 October 2015, the Supreme Court of India held that the Limitation Act by itself will not be applicable to the Commission under the Indian Electricity Act 2003. The Court also ruled that a claim coming before the Regulatory Commission in exercise of its adjudicatory powers cannot be entertained or allowed if it is barred by limitation prescribed for an ordinary suit before the civil court. Also in a first, the Court ruled that the Minimum Alternate Tax (MAT) on power generating companies is levied under the Income Tax Act and it is nothing but income tax on the assessment of income. The rulings carry significant implications for the electricity sector which is saddled with frequent disputes amongst the licensees and the generating companies. Partner Sakya Singha Chaudhuri led the transaction. Khaitan & Co has advised McNally Bharat Engineering Co Ltd in respect of the sale of 29.64 percent stake to EMC Ltd and its associate companies for approximately US$23 million and legal compliances resulting out of the open offer by EMC Ltd. McNally Bharat is one of the leading engineering companies in India engaged in providing turnkey solutions in the areas of power, steel, aluminium, material handling, mineral beneficiation, pyroprocessing and pneumatic handling of powdered materials. Partner Padam Khaitan and associate partner Arindam Sarkar, supported by partner Manas Kumar Chaudhuri, led the transaction. Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of the acquisition of an additional 14 percent stake in Reliance Capital Asset Management Ltd (RCAM) for approximately US$294 million, taking its aggregate stake in RCAM to 49 percent. NLI, a 125 year Global Fortune 100 company, is the biggest private life insurer in Asia and Japan and seventh-largest life insurer in the world. NLI manages nearly US$500 billion in assets, amongst the largest total assets in the world for any life insurer. Partner Niren Patel led the transaction. Norton Rose Fulbright is acting for Australia’s first geotechnical engineering firm, Coffey International Ltd, in respect of a takeover bid by US-based Tetra Tech. The two companies have entered into a bid implementation agreement under which Tetra Tech or its nominee will make an off-market takeover offer for 100 percent of the Coffey shares on issue. The deal positions both Tetra Tech and Coffey to benefit from the growth in the Australian infrastructure market and will bolster Tetra Tech’s standing as a leading global firm for international development. Coffey, an ASX-listed company founded in 1959, provides smart solutions, innovation and insight in its core service areas of international development, geoservices and project management. Sydney corporate partner John Elliott, who will be assisted by US partner Dan Wellington, is leading the transaction, working with Gresham Advisory Partners. Rajah & Tann is advising SGX-ST Main Board-listed HG Metal Manufacturing Ltd in respect of: (a) the US$24.975 million proposed purchase of shares in Min Dharma Steel Structures Co Ltd (JV company) by HG Metal Investments Pte Ltd (HGM Investments), a wholly-owned subsidiary of HG Metal, from Min Dharma Heavy Industrial Co Ltd (MDHI) and the proposed joint venture between HGM Investments and MDHI in respect of the JV company; and (b) the S$10.647 million (US$7.66m) proposed private placement of approximately 253.5 million shares in HG Metal. The Myanmar-incorporated JV company’s principal business will include the manufacture and fabrication of steel structures and parts in Myanmar. The HG Metal group is a leading steel distributor and processor in Southeast Asia. HG Metal provides a wide range of services, from trading and distributing steel products to processing and construction of industrial steel products. Partners Danny Lim, Chester Toh and Chia Lee Fong are leading the transaction. Rodyk & Davidson has acted as Singapore counsel for Sunway Construction Group Berhad in respect of its listing on the Bursa Malaysia which raised RM550 million (US$128.5m) Corporate partner Janet Tan led the transaction which is Malaysia’s second largest IPO of the year. Rodyk & Davidson has also advised EL Development in respect of the tender purchase of residential land at West Coast Vale for S$314.1 million (US$226m). This piece of land is slated for private residential condominium development and is one of the first to require PPVC, a method of prefab construction. Real estate partner Lee Liat Yeang led the transaction. Shook Lin & Bok is acting for SGX Catalist-listed Singapore eDevelopment Ltd in respect of its renounceable non-underwritten rights cum warrants issue of: (a) up to approximately 2 billion rights shares at an issue price of S$0.03 (US$0.02) each; and (b) up to approximately 2 billion free detachable warrants at an exercise price of S$0.03 (US$0.02) each, to raise up to S$119.5 million (US$86m). Partner Gwendolyn Gn is leading the transaction. Skadden has acted as Hong Kong and US counsel to the underwriters in respect of the first ever issuance of “panda bonds” by a foreign commercial bank. “Panda bonds” are Chinese Renminbi-denominated bonds issued primarily within China by a foreign company. HSBC issued bonds worth RMB1 billion (US$157.4m). The bonds were priced on 8 October 2015. Hong Kong partners Christopher Betts and Haiping Li and Beijing partner Peter Huang led the transaction. Sullivan & Cromwell is representing Nippon Steel & Sumitomo Metal Corp in respect of its subsidiary Osaka Steel Co Ltd’s tender offer to purchase shares of common stock of Tokyo Kohtetsu Co Ltd. Tokyo corporate partner Keiji Hatano is leading the transaction which was announced on 18 September 2015. Sullivan & Cromwell is also representing Kyocera Corp in respect of its tender offer to purchase shares of common stock of Nihon Inter Electronics Corp. Tokyo corporate partners Izumi Akai and Keiji Hatano are leading the transaction which was announced on 30 July 2015. Weil, Gotshal & Manges has represented Alibaba Group Holding Ltd in respect of a definitive shares subscription agreement for a US$300 million Series A equity funding round for 58 Daojia Inc, the 58 Home subsidiary of 58.com, with participation from Alibaba, global investment firm KKR and Ping An Group. NYSE-listed 58.com Inc is China’s largest online marketplace offering multi-category local services. Partner Tim Gardner led the transaction which was announced on 12 October 2015 and is subject to customary closing conditions. WongPartnership has acted for Foodpanda GmbH in respect of its acquisition of Singapore-Dine Private Ltd, a food delivery service which offers delivery from restaurants such as Tony Roma’s, Chili’s, Subway, 4Fingers and Outback Steakhouse. Partner Teo Hsiao-Huey led the transaction. |
Deals – October 14, 2015
Allens is acting for Morgan Stanley Real Estate Investing and Investa Property Group in respect of the sale of nine premium office towers in what is reported to be the biggest-ever direct real estate transaction in Australia’s history. Under the deal, Chinese sovereign wealth fund China Investment Corp purchased Investa Property Trust’s portfolio of nine premium Australian office towers. The deal is reported to be the biggest sell-side property transaction globally so far in 2015. The nine office towers are mostly located in Sydney. Partners Mark Stubbings (real estate) and Vijay Cugati (corporate/M&A) led the transaction which closed in the first week of October 2015.
Appleby has acted as Cayman counsel for REF Holdings, a provider of financial printing services for the financial sector in Hong Kong, in respect of its GEM listing on the HKSE on 25 September 2015, with net proceeds of approximately HK$30.5 million (US$3.9m). Hong Kong corporate partner John Melia led the transaction whilst Robertsons acted as Hong Kong adviser. Sidley Austin acted as Hong Kong adviser to the sponsor and underwriters. Appleby has also acted as BVI counsel for CSCI Finance (2015) Co Ltd (CSCI) in respect of its issuance of a US$200 million 3.125 percent due 2020 credit enhanced bonds, guaranteed by China Securities (International) Finance Holdings Company Ltd and with the benefit of an irrevocable standby letter of credit issued by China Construction Bank Corp Hong Kong Branch. The bonds were listed on the HKSE on 17 September 2015. CSCI and China Securities (International) Finance Holdings are wholly-owned subsidiaries of China Securities Co Ltd, a major national integrated securities group in China. Hong Kong corporate partner Judy Lee led the transaction whilst King & Wood Mallesons advised on Hong Kong, English and PRC laws. Clifford Chance and Jincheng Tongda & Neal acted for the joint lead managers and the trustee as to English and PRC laws, respectively. AZB & Partners has advised Housing Development Finance Corp Ltd in respect of its qualified institutions placement of non-convertible debentures and warrants aggregating to INR104.35 billion (US$1.6b). Partners Varoon Chandra and Lionel D’Almeida led the transaction which was completed on 5 October 2015. Baker & McKenzie has advised Bright Food Group in respect of the acquisition of Miquel Alimentacio Grup, the second largest food distributor in Spain, to establish its food distribution and logistics centre in Europe and globally. The €110 million (US$125.4m) takeover was made jointly by Shanghai Tangjiu Group Co Ltd, a fully-owned Bright Food subsidiary which took a 72 percent stake in Miquel, JIC Investment Co Ltd and Shenzhen Donghuatong Trade Development Co Ltd. Bright Food is a comprehensive food industry group with a complete food chain – an assemblage of modern agriculture, food processing and manufacturing, and food distribution. Miquel Alimentacio Grup also owns SPAR, a franchised supermarket chain with over 500 locations. Shanghai corporate partner Danian Zhang and Madrid corporate partner Enrique Valera led the transaction. Clayton Utz has acted for Macquarie Bank in respect of its upcoming purchase of the Esanda dealer finance portfolio from ANZ for A$8.2 billion (US$6b), with funding to come from existing funds, third-party financing arrangements and a capital raising. Macquarie will also undertake a A$400 million (US$292.35m) institutional placement to help fund the widely-anticipated deal. Alongside the institutional placement to be carried out by Macquarie, JPMorgan and Bank of America Merrill Lynch will be a share purchase plan. Macquarie has long been viewed as the logical acquirer of the business but its pursuit was temporarily halted by competition watchdog ACCC, which carried out an assessment of the impact of the deal. In September, the ACCC greenlighted the purchase. The Esanda portfolio comprises retail and wholesale dealer finance on motor vehicles across Australia and had net lending assets with a book value of A$7.8 billion (US$5.7b) at the end of August. Upon completion of the deal, it will be integrated into Macquarie Leasing, the automotive and equipment financing division of Macquarie’s corporate and asset finance group. The addition will see the total motor vehicle finance portfolio managed by Macquarie Leasing increase from A$9 billion (US$6.57b) to $17 billion (US$12.4b). Corporate partners Kate Jordan and Rory Moriarty, supported by partners Linda Evans and Michael Corrigan (competition), Fran Rush (banking), Narelle Smythe (regulatory) and Ken Saurajen (technology), led the transaction. Clifford Chance has advised the Republic of Fiji in respect of its issuance of US$200 million 6.625 percent bonds due 2020. ANZ was the sole lead manager. The issuance was done in conjunction with a cash tender offer for Fiji’s existing bonds due 2016, managed by ANZ. This is the country’s first sovereign capital raising since 2011, on which the firm also advised. Partner Matt Fairclough led the transaction. Deacons has advised Haitong International Securities Company Ltd as one of the underwriters in respect of the rights issue by First Credit Finance Group Ltd, raising up to approximately HK$631.4 million (US$81.5m). Partner Ronnie Bow led the transaction which was announced on 18 September 2015. ELP has represented Ardor International Pvt Ltd in respect of securing a favourable decision dated 23 September 2015 from the Supreme Court which ruled that there can be no levy of anti-dumping duty in the interregnum period between the lapse of the provisional duty and the imposition of the final duty imposed on imports. Partner Alok Yadav led the transaction. Hogan Lovells has advised leading Chinese information technology company Unisplendour Corp in respect of its US$3.8 billion investment in Nasdaq-listed Western Digital Corp, a US computer data storage company which is one of the largest computer hard disk drive manufacturers in the world. Beijing corporate partners Jun Wei and Steven Robinson and Washington corporate partners Liz Donley, Warren Gorrell and Glenn Campbell led the transaction. J Sagar Associates has advised Union Bank of India in respect of its acquisition of KBC Participations Renta’s 49 percent shareholding in both Union KBC Asset Management Company Private Ltd (KBC-AMC) and Union KBC Trustee Company Private Ltd (KBC–TC). KBC-AMC manages approximately INR2,600 crores (US$399.4m) of assets of Union KBC Mutual Fund. Completion of the transaction is subject to regulatory approvals from the SEBI and CCI. After completion of the acquisition, KBC-AMC and KBC-TC will become wholly-owned subsidiaries of Union Bank of India. Partner Dina Wadia led the transaction. BMR Legal advised KBC. J Sagar Associates has also acted as domestic counsel to DSP Merrill Lynch Ltd, CLSA India Private Ltd, SBI Capital Markets Ltd and Axis Capital Ltd as the book-running lead managers in respect of the issuance of approximately 56.9 million equity shares aggregating up to INR39.96 billion (US$613.8m) to qualified institutional buyers under a qualified institutions placement by Indiabulls Housing Finance Ltd, pursuant to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended, and the Companies Act 2013 and the rules made thereunder. Partner Kaushik Mukherjee led the transaction whilst Clifford Chance advised as to US law. Khaitan & Co has advised Bessemer Venture Partners in respect of the filing of a draft red herring prospectus with the Securities and Exchange Board of India for the proposed IPO of Matrimony.com Ltd involving a fresh issue of equity shares aggregating up to approximately US$54 million and an offer for sale of equity shares by Bessemer, Draper Investment Company LLC, Hartenbaum Revocable Trust and Indrani Janakiraman. Bessemer Venture Partners is an American global venture capital firm with offices in Silicon Valley, New York, Boston, Herzliya, Israel and in Mumbai and Bangalore, India. Matrimony.com is a signature internet conglomerate managing marquee brands such as BharatMatrimony.com and CommunityMatrimony.com. It is one of the fastest growing and profitable organisations in both the digital and offline space with a reputation for innovation, technical excellence and entrepreneurship. Partner Abhimanyu Bhattacharya led the transaction. Khaitan & Co has also advised Akums Drugs and Pharmaceuticals Ltd and Akumentis Healthcare Ltd in respect of the primary investment by Sequoia Capital India Investments IV Mauritius in compulsory convertible preference shares of Akumentis and secondary purchase of equity for US$19.5 million. Akumentis Healthcare is one of India’s most upcoming and fastest growing pharmaceutical companies. Partners Rajat Mukherjee and Joyjyoti Misra led the transaction. K&L Gates has advised United Development Company QSC (UDC) in respect of a QR738 million (US$202.7m) financing from Qatar National Bank SAQ and The Commercial Bank QSC. Founded in 1999, UDC is one of the leading private sector-listed companies in Qatar. It plays a key role in the country’s development and is responsible for developing Qatar’s first man-made island, The Pearl-Qatar. Proceeds from the financing will be used for Medina Centrale, a unique blend of residential, shopping and leisure developments dubbed the “Town Center” of The Pearl-Qatar. Doha partner Amjad Hussain led the transaction. Luthra & Luthra Law Offices has acted for Gaja Capital, a mid-market focused private equity firm, in respect of its acquisition of a majority stake in SV EduSports Pvt Ltd (also known as “SportzVillage”), a company which creates, develops and implements physical education curricula and sports programs across various educational institutions. Partner Deepak THM led the transaction. Majmudar & Partners has represented Asian Business Connections Private Ltd in respect of the acquisition from L&T Realty Ltd of 100 percent equity stake of the “Elante Mall”, Larsen & Toubro’s commercial real estate project in Chandigarh, for INR1,785 crores (US$274m). Partner Rukshad Davar led the transaction. L&T Realty was represented by M T Miskita & Co led by partner Viren Miskita. Maples and Calder has acted as Cayman Islands counsel to IMAX China Holding Inc in respect of its IPO and listing of 62 million shares on the HKSE. The IPO raised HK$1.92 billion (US$247.7m), with net proceeds of approximately HK$450 million (US$58m). IMAX China Holding is a leading cinematic technology provider, the exclusive licensee of the IMAX brand in the theatre and films business and the sole commercial platform for the release of IMAX format films in Greater China. Partner Greg Knowles led the transaction whilst Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel. Shearman & Sterling acted for Morgan Stanley Asia Ltd, Goldman Sachs (Asia) LLC and China International Capital Corp Hong Kong Securities Ltd as the underwriters. Maples and Calder has also acted as Cayman Islands counsel to Advanced Card Systems Holdings Ltd (ACS) in respect of the transfer of listing of all the shares from the GEM to the Main Board of the HKSE. ACS, with its subsidiaries, is one of the major suppliers of PC-linked smart card readers. The group develops a wide range of high quality smart card reading/writing devices, smart cards and related products and distributes these products in more than 100 countries worldwide. Partner Jenny Nip led the transaction. Shearman & Sterling has advised Morgan Stanley Asia Ltd as the sole sponsor and one of the joint book-runners, along with Goldman Sachs (Asia) LLC and China International Capital Corp Hong Kong Securities Ltd, in respect of the primary listing on the Main Board of the HKSE of IMAX China Holding Inc, a subsidiary of IMAX Corp, one of the world’s leading entertainment technology and film companies. The size of the global offering is approximately HK$1.92 billion (US$247.7m), or HK$2.21 billion (US$285m) if the over-allotment option is fully exercised. IMAX China was established specifically to oversee the expansion of IMAX’s business throughout Greater China. IMAX is headquartered in New York, Toronto and Los Angeles, with offices in London, Tokyo, Shanghai and Beijing. IMAX China expects to use the majority of the net proceeds to expand the IMAX network of theatres in China, as well as to build up its inventory of IMAX theatre systems. Capital markets partners Colin Law and Kyungwon (Won) Lee led the transaction. Stephenson Harwood has advised the controlling shareholders of Chanco International Group Ltd in respect of their sale and purchase agreement with Green Parade Ltd to sell their respective shares in Chanco for approximately HK$349.4 million (US$45m). As the disposal involved an acquisition of more than 30 percent of the voting rights of Chanco, Green Parade was required to make a mandatory general offer to all Chanco shareholders for issued shares under the Takeovers Code. HKSE Main Board-listed Chanco manufactures and distributes leather products and retails fashion apparel, footwear and leather accessories. Partner Eugene Lai led the transaction which was completed in September 2015. Watson Farley & Williams has acted as lead counsel for a syndicate of lenders globally coordinated by Citibank NA and Nordea Bank Finland plc New York Branch in respect of a term loan facility of up to approximately US$963.7 million to Gener8 Maritime Inc. The facility finances the group’s acquisition of 15 newbuildings, most of which are to be built in Korean shipyards. The newbuildings will be delivered between 2015 and 2017. A leading US-based provider of international seaborne crude oil transportation services, NYSE-listed Gener8 Maritime was created by the merger of General Maritime Corp and Navig8 Crude Tankers Inc earlier this year. Hong Kong office head and finance partner Madeline Leong, supported by New York partners Daniel Rodgers and John Benson, led the transaction which involved careful coordination with KEXIM and K-sure. Watson Farley & Williams has also advised BW Pavilion LNG Pte Ltd in respect of two syndicated term loan facilities of US$180 million each for the acquisition of two newbuild LNG tankers “BW Pavilion Vanda” and “BW Pavilion Leeara” built by Hyundai Heavy Industries of South Korea. BW Pavilion LNG is a Singapore-incorporated joint venture between BW Group and Temasek-owned Pavilion Energy. The LNG tankers will be chartered initially to China International United Petroleum & Chemicals Co Ltd and subsequently to Pavilion Gas Pte Ltd, a wholly-owned subsidiary of Pavilion Energy. Sumitomo Mitsui Banking Corp was the coordinating bank, facility agent and security trustee which led the syndicate comprising of Clifford Capital Pte Ltd, Crédit Industriel et Commercial Singapore Branch, DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd, SMBC and Société Générale Singapore Branch. Hong Kong office head and finance partner Madeline Leong also led the transaction. Weerawong C&P has represented Thai Wah Food Products Public Company Ltd, Thailand’s leading producer and distributor of noodles, and Thai Wah Starch Public Company Ltd, a leading tapioca product manufacturer and exporter, in respect of their amalgamation and the incorporation of a new listed company Thai Wah Plc. The transaction involved the delisting of the companies’ shares and relisting the shares of the new company under Thailand’s Securities and Exchange Commission regulations, with paid-up registered capital of β880 million (US$24.8m). The amalgamation is part of a strategy for research, development and plant expansion in the ASEAN region in the next three years. Asia Plus Public Company Ltd acted as financial advisor. Trading of relisted shares on the Stock Exchange of Thailand commenced on 5 October 2015. Partner Pakdee Paknara led the transaction. Weerawong C&P has also represented Thai Foods Group PLC, a leading fully integrated livestock business, in respect of its corporate restructuring and trading of 5.1 billion ordinary shares, including IPO of 1.1 billion shares, valued at approximately β2.14 billion (US$60m). Trading commenced on the Stock Exchange of Thailand on 8 October 2015. The IPO will fund the expansion of Thai Foods’ main poultry and pork meat processing and animal feed business through global distribution channels, as well as working capital and debt repayment. KT Zmico Securities Co Ltd acted as financial advisor and underwriter. Partner Peangpanor Boonklum led the transaction. WongPartnership is acting for Deloitte & Touche Corporate Finance Pte Ltd, the financial adviser to Golden Star Group Ltd, in respect of the proposed acquisition of approximately 93.7 million shares representing approximately 54.87 percent of the issued share capital of Novo Group Ltd, and the possible mandatory unconditional cash offer for all the issued shares in Novo which are not already owned or agreed to be acquired by the offeror. Partners Andrew Ang and Tan Sue-Lynn are leading the transaction. WongPartnership has also acted for CLSA Capital Partners in respect of the partial financing for the acquisition of a project comprising two office blocks on top of a four-storey retail podium to be developed on a plot of land situated at Tianlin Road, Xuhui District, Shanghai PRC. The underlying acquisition transaction involved both onshore and offshore financings as well as various cross border elements. Partners Christy Lim and Tan Beng Lee led the transaction. |
Deals – October 7, 2015
Allen & Gledhill has advised DBS Bank Ltd in respect of the issue of US$1 billion 1.625 percent covered bonds due 2018 under its US$10 billion global covered bond programme. The bonds are unconditionally and irrevocably guaranteed by Bayfront Covered Bonds Pte Ltd. Partners Margaret Chin, Magdalene Leong, Andrew Chan, Hoo Sheau Farn, Francis Mok and Sunit Chhabra led the transaction which is the first issuance of covered bonds by a Singapore-incorporated bank and the first in the Singapore market.
Allen & Gledhill has also advised Ascendas Real Estate Investment Trust (A-REIT) and Ascendas Funds Management (S) Ltd, as manager of A-REIT, in respect of the A$1.013 billion (US$720.4m) acquisition of a portfolio of 26 Australian logistics properties from the real estate arm of GIC and Frasers Property Australia Pty Ltd. The acquisition is A-REIT’s first acquisition in Australia. The portfolio of properties being acquired comprises the largest direct offering of a portfolio of high quality institutional grade logistics properties in Australia and is among the largest in the Asia-Pacific region. With the size and geographical spread of the portfolio of properties, A-REIT will be able to establish a strategic presence as the eighth largest national industrial landlord in the Australian market. Partners Jerry Koh, Foong Yuen Ping and Teh Hoe Yue led the transaction. Allen & Overy has advised Bank of China (Hong Kong) Ltd in respect of its issue of a panda bond under its approved quota of RMB10 billion (US$1.57b), making it one of the first foreign commercial banks to issue a panda bond. China regulatory partner Jane Jiang led the transaction. Allen & Overy has also advised The Hongkong and Shanghai Banking Corp Ltd in respect of its issue of panda bonds, making it one of the first foreign commercial banks to issue panda bonds in the China interbank bond market. International capital markets partner Yvonne Siew, with principal associate Jacqueline Chan, led the transaction. AZB & Partners is acting as domestic counsel for Narayana Hrudayalaya Ltd in respect of its IPO which is structured as an offer for sale of approximately 6.3 million equity shares by Ashoka Investment Holdings Ltd, 1.9 million equity shares by Ambadevi Mauritius Holding Ltd, 8.2 million equity shares by JPMorgan Mauritius Holdings IV Ltd and 2 million equity shares each by DR Devi Prasad Shetty and Shakuntala Shetty. The issue will constitute at least 10 percent of the fully diluted post issue paid-up equity share capital of the company. Axis Capital Ltd, IDFC Securities Ltd and Jefferies India Private Ltd are underwriters to the offering. Partners Srinath Dasari and Lionel Almeida are leading the transaction which was announced on 29 September 2015. Clayton Utz has advised Origin Energy in respect of its A$2.5 billion (US$1.78b) entitlement offer. Partner Stuart Byrne led the transaction whilst Sidley Austin acted as US/deal counsel. Clifford Chance has advised the State Oil Fund of the Republic of Azerbaijan (SOFAZ) in respect of the acquisition of a retail building named ‘Kirarito Ginza’ located in Ginza, the renowned shopping and entertainment district in central of Tokyo, Japan. SOFAZ acquired the property for approximately ¥50 billion (US$415.2m) from an SPC vehicle GK John. This is SOFAZ’s first real estate investment in Japan and its second transaction in Asia. SOFAZ was established in 1999. Under the new policy introduced in 2011, SOFAZ started investing up to five percent of its investment portfolio in real estate. Its portfolio includes real properties in London, Paris, Moscow and Seoul. Tokyo partner Eiichi Kanda, supported by partner Leng-Fong Lai, led the transaction. Clifford Chance has also advised the Government of Indonesia in respect of its issuance of approximately ¥100 billion (US$830.6m) samurai bonds, one tranche guaranteed by JBIC and two tranches nonguaranteed. This was the first nonguaranteed samurai bond issued by the Government of Indonesia in over 30 years. Partners Reiko Sakimura and Eiichi Kanda, supported by the firm’s associated law firm in Indonesia, Linda Widyati & Partners, led by partner Arisia Pusponegoro, led the transaction. Cyril Amarchand Mangaldas has advised Bank of America Corp in respect of DSP Merrill Lynch Ltd’s sale, directly and through its subsidiaries, of its wealth management business in India to an affiliate of the Julius Baer Group in India, as part of the divestiture of the non-US global private wealth management business of Bank of America Corp to the Julius Baer Group. The asset transfer in India corresponds to more than INR404 billion (US$6.18b) whilst the business comprised of client assets of US$84 billion as of 2012 when the global agreement was executed. The deal closed on 30 September 2015. Mumbai managing partner Cyril Shroff, partners Ipsita Dutta and Radhika Gaggar, supported by partners Rashmi Pradeep, Arun Prabhu, Nisha Kaur Uberoi, Sandeep Dave and S R Patnaik, led the transaction whilst Cleary Gottlieb Steen & Hamilton acted as global counsel. Linklaters acted as global counsel to the Julius Baer Group. Davis Polk has advised the joint book-runners and joint lead managers in respect of a Regulation S offering by Weichai International Hong Kong Energy Group Co Ltd of US$400 million 4.125 percent guaranteed bonds due 2020. The bonds are guaranteed by HKSE and Shenzhen Stock Exchange-listed Weichai Power Co Ltd, one of the leading manufacturers of automotive and equipment products in China with a diversified product portfolio covering powertrain, heavy-duty trucks, construction machinery, hydraulic devices and related components. Partner William F Barron led the transaction. DLA Piper has advised Shanghai Jin Jiang International Hotels (Jin Jiang), a leading hotel group in China, in respect of its approximately US$1.3 billion investment in Plateno Group, giving it an 81 percent stake in the company. The deal values Plateno Group at RMB10.8 billion (US$1.7b). Plateno Group operates hotels across China through a series of brands covering the full spectrum of the market, including 7 Days, Portofino and Lavande. Upon completion of the acquisition, Jin Jiang will be operating over 6,000 hotels in 55 countries and will become the 5th largest hotel group globally. Shanghai partner Roy Chan, supported by Hong Kong partner Anderson Lam, led the transaction. J Sagar Associates has advised BLP Energy Private Ltd in respect of its fund raising exercise from Enel Green Power, an Italian multinational renewable energy company. BLP Energy develops and operates electricity generation facilities using renewable energy technology in India. Partner Sidharrth Shankar led the transaction. Enel Green Power was represented by Ashurst Singapore & Italy and Khaitan & Co. J Sagar Associates has also advised the existing promoter of Sohan Lal Commodity Management Private Ltd (SLCM) and US-based fund Creation Investments in respect of the approximately INR100 crores (US$15.3m) recent fund raising exercise led by Creation Investments Capital Management. SLCM Group is an integrated player that provides one-stop solution to the end user with diversified portfolio of services ranging from warehouse management, agriculture financing, collateral management to procurement. Partners Sidharrth Shankar and Lalit Kumar led the transaction. Khaitan & Co has acted as Indian counsel for GlaxoSmithKline Plc (GSK) in respect of the Indian leg of GSK’s major three-part global transaction with Novartis AG, pursuant to which GSK is forming a consumer health joint venture with Novartis whilst, at the same time, buying Novartis’ vaccines business and divesting its cancer drugs portfolio to Novartis. The three inter-conditional deals are worth over US$20 billion. GSK is a British multinational pharmaceutical, biologics, vaccines and consumer healthcare company. Partners Haigreve Khaitan and Sharad Vaid, assisted by executive director Daksha Baxi, partners Anand Mehta and Sudip Mullick and associate partner Anshul Prakash, led the transaction. Khaitan & Co has also advised Natco Pharma Ltd in respect of its approximately US$52 million qualified institution placement. Incorporated in 1981, Natco Pharma is one of the leading players in domestic oncology segment. It operates seven manufacturing facilities which are located in Telangana, Uttarakhand, Tamil Nadu and Assam and is engaged in manufacturing parenterals, APIs and FDFs. Natco Pharma has a dedicated R&D facility housed at the Natco Research Centre in Hyderabad, Telangana and an R&D unit in Kothur manufacturing facility. Partner Abhimanyu Bhattacharya led the transaction. King & Wood Mallesons has acted as international counsel for Qingdao City Construction Investment (Group) Ltd (QCCI) in respect of its US$500 million perpetual capital bond offering through its Hong Kong subsidiary. QCCI is the investment and financing platform of the Qingdao government and plays an important role in implementing the municipality’s blueprint for urban planning and municipal construction. It is primarily engaged in the development of large-scale infrastructure projects, primary land development, social affordable housing and commodity housing, water treatment, tourism and travel services and financial services. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction which is the first US-dollar perpetual securities sale by a Chinese local government financing vehicle. King & Wood Mallesons has also acted as international counsel for Weichai Power Co Ltd in respect of its US$400 million offering of 4.125 percent guaranteed bonds due 2020. The bonds are issued by Weichai International Hong Kong Energy Group Co Ltd, a wholly-owned subsidiary of Weichai Power, and are unconditionally and irrevocably guaranteed by Weichai Power. The bonds will be listed on the SGX. Weichai Power is one of the leading manufacturers of automotive and equipment products in China. The Group is considered as one of the most important state-owned enterprises in Shandong Province and is the backbone of Shandong’s industrial development. It manufactures and sells its products across China and more than 100 overseas countries. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, also led the transaction. Kirkland & Ellis is advising the special committee of the board of directors of NASDAQ-listed AirMedia Group Inc in respect of its ‘going-private’ acquisition by a buyer group which includes AirMedia chairman and CEO Herman Guo Man, Dan Shao, Qing Xu and certain members of the AirMedia management. AirMedia is a leading operator of out-of-home advertising platforms in China targeting mid-to-high end consumers as well as a first-mover in the in-flight and on-train Wi-Fi market. The merger agreement was announced on 30 September 2015. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are leading the transaction. Mourant Ozannes has represented China Cinda Finance (2014) II Ltd in respect of its ground-breaking listing on the Channel Islands Securities Exchange (CISE). It is the first time that the CISE has listed an issuer with an ultimate parent company domiciled in China. China Cinda Asset Management Co Ltd, the issuer’s ultimate parent, was incorporated in Beijing in 1999 and listed on the HKSE in 2013. The listing comprises three series of notes with an aggregate principal amount of US$500 million which have been issued by China Cinda Finance. The notes are guaranteed by China Cinda (HK) Holdings Company Ltd, the issuer’s Hong Kong-incorporated immediate parent. King & Wood Mallesons and Davis Polk & Wardell also advised China Cinda Finance. Sidley Austin is representing PAG in respect of the sale of 51 percent of Universal Studios Japan to Comcast for US$1.5 billion. Singapore partner Gregory Salathé is leading the transaction. Sullivan & Cromwell is representing Wells Fargo Securities LLC as financial adviser to Western Digital Corp in respect of its agreement with Unisplendour Corp Ltd (Unis) under which a subsidiary of Unisplendour will make a US$3.775 billion equity investment in Western Digital. Unis is a leading information technology company in China. Immediately following the closing of the investment, Unis will hold approximately 15 percent of Western Digital’s issued and outstanding shares of common stock based on the number of issued and outstanding shares as of 25 September 2015. New York partner Stephen M Kotran is leading the transaction which was announced on 30 September 2015 and is subject to certain regulatory approvals and customary closing conditions. Vaish Associates has advised Fortis Healthcare Ltd in respect of the sale of the entire equity share capital held by Spring Healthcare India Trust, Spring Healthcare Pvt Ltd and Sabre Partners Trust in SRL Ltd, a subsidiary of Fortis Healthcare. SRL is engaged in the business of pathology, radiology, laboratory management and healthcare diagnostics management and operation. Bangalore corporate partner Vikas Keyal led the transaction which was valued at INR105.2 crores (US$16m). Trilegal Mumbai advised Spring Healthcare India Trust, Spring Healthcare Pvt Ltd and Sabre Partners Trust. WongPartnership is acting for international urbanisation consultant Surbana International Consultants Holdings Pte Ltd in respect of its acquisition of Sinosun Architects & Engineering Co Ltd, a PRC-based multi-disciplinary local design institute. Partners Joseph He and Miao Miao are leading the transaction. |