Allens has advised Bendigo and Adelaide Bank (BAB) in respect of its A$225 million (US$177.5m) Convertible Preference Shares 3 (CPS3), following the issue of similar convertible preference shares (CPS2) in late 2014 on which the firm also advised. As with CPS2, CPS3 will qualify as additional Tier 1 Capital for the bank. The offer will run in connection with the redemption of Bendigo Preference Shares (BPS). The CPS3 offer includes an institutional offer, a broker firm offer, a reinvestment offer for the BPS shareholders, a securityholder offer and a general offer. The offer opened on 5 May 2015 and CPS3 are expected to be issued on 15 June 2015. The transaction is predicted to further strengthen BAB’s Tier 1 Capital ratio and support its ongoing balance sheet growth. The early completion of the bookbuild indicated a strong level of demand for the offer. Corporate partners Robert Pick and Julian Donnan, with tax partner Martin Fry, led the transaction.
Amarchand & Mangaldas & Suresh A Shroff Co has acted for Elara Technologies Pte Ltd in respect of all Indian law related aspects of its acquisition of Makaan.com private Ltd, an online property listing firm, from Anand Mittal and Anupam Mittal. Elara Technologies is backed by Rupert Murdoch’s News Corp and currently owns PropTiger.com. The transaction would lead to synergy between PropTiger.com and Makaan.com, two major online portals in India. Partner Saurav Kumar led the transaction which closed on 5 May 2015. IC Legal advised the company and the sellers. Amarchand & Mangaldas & Suresh A Shroff Co has also acted in respect of the demerger of the lighting business of Philips India Ltd (PIL) into Philips Lighting India Ltd (PLIL), a wholly-owned subsidiary of PIL, through a scheme of demerger under Sections 391 to 394 of the Companies Act 1956. Under the scheme, all assets and liabilities of PIL’s lighting business will be transferred to PLIL and, as consideration, PIL shareholders will receive one fully paid-up PLIL equity share for every fully paid-up equity share held in PIL. Partners Akila Agrawal and Anirudh Das led the transaction. Appleby has acted as BVI and Bermuda counsel to Yuexiu Transport Infrastructure Ltd in respect of the establishment of a guaranteed US$1 billion medium term note programme issued by a wholly-owned subsidiary of the company. Under the programme, a debut €200 million (US$311.5m) 1.625 percent guaranteed notes due 2018 will be issued on 7 May 2015. The programme is listed on the HKSE while the notes will be listed on the Irish Stock Exchange. HKSE-listed and Bermuda-incorporated Yuexiu Transport operates and invests in expressways in Southeast China’s Guangdong province. This bond issuance marked the first time an expressway company in China has offered euro-denominated notes outside of China, taking advantage of the recent low interest rates in the eurozone. It is also the first euro-denominated note issuance by the Yuexiu Group. Hong Kong corporate partner Judy Lee led the transaction whilst Baker & McKenzie advised as to Hong Kong and English laws. Linklaters advised the sponsors and underwriters as to Hong Kong law whilst Zhonglun Law Firm advised as to PRC law. Linklaters is also the Hong Kong adviser to the trustees. Clifford Chance has advised the placing agents, The Hongkong and Shanghai Banking Corp Ltd, Citigroup Global Markets Ltd, UBS AG Hong Kong Branch, CCB International Capital Ltd, China International Capital Corp Hong Kong Securities Ltd and CMB International Capital Ltd, in respect of the US$1.74 billion top-up placement of China Taiping Insurance Holdings Company Ltd. The parent company of China Taiping Insurance sold 486 million shares of China Taiping Insurance at HK$27.74 (US$3.58) per share on the HKSE, or 13.52 percent of the share capital after the placement. Headquartered in Hong Kong, China Taiping Insurance is a China insurance conglomerate which is controlled by a Chinese state-owned financial and insurance group. Corporate partner Tim Wang, supported by partner Jean Thio, led the transaction. Clifford Chance has also advised DBS and Standard Chartered Bank as joint global coordinators, book runners and managers in respect of the Regulation S only offering of a US$300 million high yield bond by Reliance Communications, one of India’s leading telecommunications operators. The notes issued under the bond benefit from a security package consisting of asset security, share pledges and security over certain telecommunications licenses of Reliance Communications. The bond contains New York-style incurrence covenants and was issued under an English law governed trust deed. The senior secured notes have a five year tenor and were priced at 6.5 percent, a coupon that is markedly lower than most high yield issuances in the Asian market. Partner Rahul Guptan led the transaction. Davis Polk has advised CNOOC Ltd as to US and Hong Kong laws in respect of the SEC-registered offering of guaranteed notes by CNOOC Finance Australia Pty Ltd, a wholly-owned subsidiary of CNOOC, of its US$1.5 billion 2.625 percent guaranteed notes due 2020 and US$300 million 4.2 percent guaranteed notes due 2045, and by CNOOC Finance USA LLC, another wholly-owned subsidiary of CNOOC, of its US$2 billion 3.5 percent guaranteed notes due 2025, for a combined aggregate principal amount of US$3.8 billion. The notes were listed on the HKSE. Listed on the New York, Hong Kong and Toronto stock exchanges, CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas. It is a dominant oil and natural gas producer in offshore China and also one of the largest independent oil and natural gas exploration and production companies in the world in terms of reserves and production. Partners James C Lin, Eugene C Gregor, Antony Dapiran and John D Paton led the transaction. Davis Polk is also advising China Renaissance Securities (Hong Kong) Ltd as financial adviser to the special committee of the board of directors of Perfect World Co Ltd in respect of its going-private transaction with a company beneficially owned by Michael Yufeng Chi, Perfect World’s founder and chairman of the board of directors. The transaction is subject to shareholder approval and other customary closing conditions. A NASDAQ-listed online game developer and operator based in China, Perfect World primarily develops online games based on proprietary game engines and game development platforms. China Renaissance is an independent investment bank in China focused on providing strategic financial advice to leading Chinese entrepreneurs and financial sponsors across a broad range of sectors. Partner Miranda So led the transaction. Dentons has advised SunPower and its Chinese partners in respect of their first international solar collaboration with Apple. After three months of intense negotiations, SunPower’s project development joint venture, Sichuan Shengtian New Energy Development Co Ltd (SJVP), signed a transaction on 22 April 2015 with a subsidiary of Apple Inc. Under the transaction, Apple will acquire 44 percent of the equity interest in two project companies, each of which will construct and operate a 20MW photovoltaic station located in the ABA Prefecture of Sichuan Province, China. Beijing partner Sarah Zeng, Shanghai partner Todd Liao and partner Frank Niu led the transaction which is Apple’s first investment in renewable energy outside the US. DLA Piper has represented Ping An Insurance, one of the largest insurance companies in China, through its subsidiary Ping An Real Estate, in respect of a landmark investment in Tishman Speyer’s Pier 4, a Boston, USA commercial real estate project, valued at US$500 million. Pier 4, in Boston’s Seaport District, is a prime waterfront development which is set to include a 13-story commercial building and a nine-story residential building in an evolving and dynamic area of the city. The project marks the latest in a series of outbound investment by large Chinese conglomerates and a growing trend of Chinese insurance companies investing overseas. This is the first time that Ping An has made an equity investment into US real estate and the first time it has co-invested, alongside China Life, outside of China. Real estate partners Ross Green and Lillian Duan, supported by partners Roy Chan and Stephen Cowan, led the transaction. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised the underwriters and the international selling agents in respect of the IPO of Mitra Keluarga, one of the country’s largest hospital operators, by offering 261.93 million shares with an offer price of IDR17,000 (US$1.29) per share in Indonesia and outside Indonesia by foreign tranche. The offering contemplates a public offering in Indonesia and the US pursuant to Regulation S under the US Securities Act of 1933, as amended. Partner Iqbal Darmawan led the transaction. J Sagar Associates has advised the Asian Development Bank in respect of a secured external commercial borrowing of up to US$125 million extended to Dewan Housing Finance Corp Ltd, a leading housing finance company, for financing low-cost affordable housing projects. Partners Dina Wadia and Gayatri Bhandari led the transaction whilst Ince & Co Singapore acted as English counsel. J Sagar Associates has also advised Torrent Pharmaceuticals Ltd in respect of its proposed acquisition of 100 percent stake in Zyg Pharma Private Ltd. With an annual turnover of over INR4,200 crores (US$654m), Torrent Pharma is the flagship company of the Torrent Group and is a leader in the pharmaceutical industry. Zyg Pharma manufactures various dermatological formulations like creams, ointments, gels, lotions and solutions. Partners Akshay Chudasama and Jamshed Bhumgara led the transaction. Khaitan & Co has advised Zomato Media Private Ltd in respect of the acquisition of MaplePOS, a cloud-based point of sale platform for restaurants, domain names, other software (under-development) and other intellectual property from Maplegraph Solutions Private Ltd under an asset purchase agreement. Zomato Media is an online restaurant search and discovery service providing information on home delivery, dining-out, cafés and nightlife in cities of India. Associate partner GT Thomas Phillippe led the transaction. Khaitan & Co has also advised Emperador Inc in respect of the Indian law related aspects of its acquisition of 100 percent stake in Whyte & Mackay from United Spirits (Great Britain) Ltd, an indirect overseas subsidiary of United Spirits Ltd, for approximately US$729 million. Owned by Filipino-Chinese billionaire Andrew Tan, the Philippines-based rum company Emperador is one the world’s premier brandy makers. Partner Niren Patel led the transaction. Latham & Watkins has advised China Galaxy Securities Co Ltd in respect of its US$3.1 billion H Share placing. Beijing-based China Galaxy Securities completed its placing on 5 May 2015 with an aggregate of 2 billion H Shares successfully allotted at the placing price of HK$11.99 (US$1.55) per share. HKSE-listed China Galaxy Securities is a financial services provider in the PRC. The consortium of placing agents was led by Goldman Sachs, China Galaxy International and Nomura. Hong Kong partners Cathy Yeung, William Woo and Eugene Lee led the transaction. Luthra and Luthra Law Offices has acted for Ortel Communications Ltd in respect of its IPO aggregating to approximately INR1.75 billion (US$27.2m). The offer consisted of a fresh issue by Ortel and an offer for sale by NSR-PE Mauritius LLC, an existing shareholder of the company. This transaction was also one of the first listings by a company after the notification of a significant number of sections of the Companies Act 2013. Ortel is a cable television and high speed broadband services provider with a market leading presence in Orissa and was instrumental in pioneering the primary point cable business model in India by offering digital and analog cable television, broadband and VAS services in Orissa, Chhattisgarh, West Bengal and Andhra Pradesh. Partner Geeta Dhania led the transaction. Majmudar & Partners has represented Vehicle Access Systems Technology LLC, a global supplier of security and access control products for the motor vehicle industry, in respect of its acquisition from Minda Capital Ltd of 50 percent stake in Minda VAST Access Systems Private Ltd, a joint venture company engaged in the manufacture of vehicle keys and access systems in India. Partner Rukshad Davar led the transaction whilst Reinhart Boerner Van Deuren, led by partner James Bedore, acted as US counsel. Luthra & Luthra Law Offices, led by partner Bobby Chandhok, represented Minda Capital. Norton Rose Fulbright has advised the lenders in respect of the refinancing of credit facilities to PacificLight Group, a consortium comprising First Pacific, Meralco and Petronas, towards the operation of a power project on Singapore’s Jurong Island. The 781 MW combined cycle project is one of the first merchant power plants in Asia to be developed by an independent power producer and sells electricity to the Singapore market. The power plant achieved practical completion in January 2014 and receives re-gasified LNG from the new LNG terminal on Jurong Island, Singapore. The bank group, led by Malayan Banking Berhad Singapore Branch and comprising of Export Import Bank of Malaysia Berhad, Standard Chartered Bank Singapore Branch, Bank of Tokyo–Mitsubishi UFJ Ltd and Sumitomo Mitsui Trust Bank Ltd Singapore Branch, has provided a term facility of S$700 million (US$523m) and credit facilities of US$230 million and S$100 million (US$74.7m). Singapore partner Stephen Begley and Hong Kong partner Peter Haslam, assisted by partner Nicola Davies, led the transaction. Rajah & Tann Singapore is acting for BCBC Singapore, a wholly-owned subsidiary of Binderless Coal Briquetting Company, in respect of a US$800 million cross-border dispute with an Indonesian company. The commercial dispute spans Australia, Indonesia and Singapore. This is the first case set to be heard before the newly-launched Singapore International Commercial Court. Partner Francis Xavier is leading the transaction. Rajah & Tann Singapore has also acted for AXA Life Insurance Singapore Pte Ltd in respect of defending a claim brought by an ex-financial services director for alleged defamation, malicious falsehood and breach of duty of care in the context of his employment. Partners K Muralidharan Pillai and Luo Qinghui led the transaction. Stephenson Harwood (Singapore) Alliance has acted for Mamezou Holdings Co Ltd in respect of its voluntary conditional partial offer to acquire approximately 31.8 million shares of Xyec Holdings Co Ltd, a company listed on the Catalist Board in Singapore, at an aggregate consideration of approximately S$9.5 million (US$7m). The partial offer was completed at the end of March 2015. Mamezou, a company incorporated in Japan and listed on the First Section of the Tokyo Stock Exchange, is principally engaged in the provision of information technology solutions. The core businesses of Xyec and its subsidiaries are engineering services, IT services and IT solutions. As both Xyec and Mamezou are companies incorporated in Japan and listed in Singapore and Japan, respectively, the partial offer exercise had to take into account the relevant corporate laws and practices in Japan and, at the same time, comply with takeover law and regulations in Singapore. Partners Elaine Beh and Douglas Koh led the transaction. Sullivan & Cromwell is representing Nippon Steel & Sumitomo Metal Corp (NSSMC) in respect of its share exchange with Nippon Steel & Sumikin Texeng Co Ltd (NS-TEXENG), in which NSSMC will be a wholly-owning parent company of NS-TEXENG. Tokyo corporate partner Keiji Hatano is leading the transaction which was announced on 28 April 2015. Sullivan & Cromwell is also representing Nippon Steel & Sumitomo Metal Corp (NSSMC) in respect of its share exchange with Suzuki Metal Industry Co Ltd (SMI), in which NSSMC will be a wholly-owning parent company of SMI. Tokyo corporate partner Keiji Hatano is also leading the transaction which was announced on 28 April 2015. Weerawong, Chinnavat & Peangpanor has advised Pace Development Corp Public Company Ltd, a leader in Thai luxury properties and hospitality, including The Ritz-Carlton Residences and Maha-nakorn, the tallest tower in Thailand, in respect of the acquisition of ordinary shares of its subsidiaries Pace Real Estate Co Ltd. (31 percent), Pace Project One Co Ltd (15 percent), Pace Project Two Co Ltd (15 percent) and Pace Project Three Co Ltd (15 percent) and the transfer of the financial obligations of these four subsidiaries from IBC Holding Ltd, a subsidiary of Israel-listed Industrial Building Corp Ltd, and IDJ Holdings Ltd, a shareholder of Pace Real Estate Co. Executive partner Peangpanor Boonklum led the transaction which closed on 31 March 2015 and was valued at approximately β1.9 billion (US$56m). WongPartnership has acted for DBS Bank Ltd and Standard Chartered Bank, as joint lead managers and joint book-runners, in respect of Rowsley Ltd’s issuance of S$100 million (US$74.9m) 6.5 percent fixed rate secured notes due 2018 under Rowsley’s S$500 million (374.3m) multicurrency medium term note programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction. WongPartnership has also acted for Olam International Ltd in respect of the issuance of A$150 million (US$119.5m) in aggregate principal amount of 4.875 percent fixed rate senior unsecured notes due 2020 as Series 8 under its US$5 billion Euro MTN Programme. Partner Hui Choon Yuen led the transaction. |
Deals – May 14, 2015
Deals – May 6, 2015
Allen & Gledhill has advised United Overseas Bank Ltd in respect of the dual currency facilities aggregating to £100 million (US$152.3m) to UOL Group Ltd to finance the acquisition of Heron Plaza, London. The Heron Plaza site has consent for an iconic 43-storey tower comprising a luxury hotel, residential apartments and retail outlets. UOL Group will operate the hotel under its flagship “Pan Pacific” hotel brand. Partner Lim Wei Ting led the transaction.
Allens has advised The GEO Group in respect of the renegotiation and extension of its operating contract at the Fulham Correctional Centre. The extension reflects current contracting for the operation of custodial facilities and aligns, where appropriate, with the award-winning Ravenhall Prison Project, on which the firm also advised the consortium. The new contract will commence 1 July 2016 and run up to 19 years and three months, and represents a A$1.45 billion (US$1.14b) nominal investment over the life of the contract by the State of Victoria (A$593 million {US$464.7m} in net present terms). The Fulham Correctional Centre has a contract capacity of 947 beds with a further increase in planned capacity under consideration. Partner David Donnelly led the transaction. Clayton Utz advised the State of Victoria. AZB & Partners has advised Axis Bank Ltd in respect of the INR11 billion (US$173m) term loan extended to Dolvi Coke Projects Ltd. Partner Prashanth Sabeshan led the transaction which was completed on 9 April 2015. Clifford Chance has advised HSBC, CIMB Investment Bank Berhad and Standard Chartered Bank as the joint lead managers in respect of the US$1.5 billion dual tranche sukuk issuance by the Government of Malaysia. The sukuk is the first in the Islamic finance market to use transportation rights as part of the pool of underlying assets which also include ijara assets and a commodity murabaha. In addition, the sukuk is also believed to be the first time that the new IMF-recommended ICMA sovereign collective action clauses have been used for a sovereign sukuk issuance (and modified to take into account the unique elements of a sukuk). The Government of Malaysia attracted orders of over US$9 billion from Asia, Europe, the Middle East and the US, making it one of the most prominent sukuk issuances in recent times in Asia. The Reg S/144A sukuk was split into a US$1 billion 10-year tranche and US$500 million 30-year offering. The last sukuk issued by the Government of Malaysia was in 2011, on which the firm also advised. Partners Qudeer Latif (Dubai) and Crawford Brickley (Hong Kong), supported by partner Matt Fairclough (Hong Kong) and director Claudio Medeossi (London), led the transaction. Deacons has represented Haitong International Securities Company Ltd as underwriter in respect of the approximately HK$3.39 billion (US$437.3m) open offer of shares by Hua Han Bio-Pharmaceutical Holdings Ltd, an investment holding company which manufactures and sells pharmaceutical, medicinal healthcare and biopharmaceutical products. Partner Kelvan Cheung led the transaction. Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd (IIFC), wholly-owned by the Government of India, in respect of the INR885 million (US$13.9m) financial assistance under its takeout finance scheme to ReNew Wind Energy (Rajkot) Private Ltd for its 45 MW (30 x 1.5 MW) wind-based power project in Vaspeth, Sangli District, Maharashtra. Under the scheme, IIFC has agreed to takeout part of the exposure of the consortium members to the above project and to become part of the existing consortium comprising of PTC India Financial Services Ltd, IDFC Ltd and Union Bank of India. Associate partner Girish Rawat led the transaction. DLA Piper has represented Coolpad Group Ltd, a Shenzhen-based smartphone maker, in respect of its joint venture with Qihoo 360, the owner of China’s second largest online search engine. The transaction gives Qihoo a 45 percent stake and Coolpad a 55 percent stake in the JV. The parties agreed that the JV was valued at US$909.05 million, to which Qihoo 360 injected US$409 million in cash whilst Coolpad injected the assets for its Dazen business which Coolpad launched in January 2014. The JV, which was announced last December, closed last month and combines Qihoo 360’s internet and software knowledge with Coolpad’s smartphone manufacturing experience under the Dazen brand. Partners Liu Wei (Beijing), Mike Suen (Hong Kong) and Stephen Peepels (Hong Kong) led the transaction. Gibson, Dunn & Crutcher is representing the consortium composed of Hua Capital Management Co Ltd, CITIC Capital Holdings Ltd and GoldStone Investment Co Ltd in respect of their acquisition of OmniVision Technologies Inc, a leading developer of advanced digital imaging solutions. Under the terms of the agreement, OmniVision stockholders will receive US$29.75 per share in cash, or a total of approximately US$1.9 billion. The agreement was unanimously approved by OmniVision’s Board of Directors. The transaction, which is expected to close in the third or fourth fiscal quarter of fiscal year 2016, is subject to OmniVision stockholders approval, regulatory approvals and other customary closing conditions. To obtain clearance or approval under applicable Taiwan law, OmniVision will divest certain of its investments in Taiwan. Bank of China is acting as mandated lead arranger whilst China Merchants Bank is acting as lead arranger on the financing, with Bank of China also acting as sole and exclusive book-runner in respect of the facilities granted under the financing. Corporate partners Fang Xue (Beijing) and Joseph Barbeau (Palo Alto and Beijing), supported by partners Sean Feller, Shaalu Mehra, Jeffrey Trinklein and Jose Fernandez, are leading the transaction whilst Zhong Lun Law Firm is acting as domestic counsel. In addition, Cleary Gottlieb Steen & Hamilton is advising the consortium. Skadden, Arps, Slate, Meagher & Flom, led by Beijing corporate partners Peter Huang and Danie Dusek and Washington DC partners Ivan Schlager and William Sweet, is representing GoldStone Investment in the acquisition and is representing the consortium with regard to CFIUS matters. Wilson Sonsini Goodrich & Rosati Professional Corp is advising Omnivision whilst Grandall Law Firm is acting as PRC counsel. Gilbert + Tobin has advised Windlab and Eurus Energy in respect of the development of the Coonooer Bridge wind farm. Canberra-based Windlab is one of three successful proponents in the ACT wind auction process. Windlab subsequently teamed up with Japan-based Eurus Energy. Together they will own and operate the wind farm. The project is Windlab and Eurus’ first greenfield project in Australia, the first project under the ACT wind auction to reach financial close, and the first wind energy project in Australia to be jointly owned by neighbouring landowners. It is also the first project in Australia to utilise Vestas’ 3.3MW V117 wind turbines and it is the lowest cost wind energy project delivered in Australia. Partner Tony Holland and Luke Westmore led the transaction. Howse Williams Bowers has advised CICC, First Shanghai, Kingston Securities and UOB Kay Hian as the placing agents in respect of the placing of shares of Kong Sun Holdings Ltd on 28 April 2015. Kong Sun is principally engaged in properties investment, manufacturing and sale of life-like plants, securities investment and investment in and operation of photovoltaic power plants in the PRC. Corporate partner Brian Ho led the transaction. Howse Williams Bowers has also advised Haitong International Securities as the placing agent in respect of the US$220 million placing of shares of China Oceanwide Holdings Ltd on 29 April 2015. China Oceanwide is principally engaged in property investments in China. Corporate partner Brian Ho also led the transaction. J Sagar Associateshas acted as the lenders’ counsel to a consortium of Indian banks and financial institutions led by State Bank of India in respect of the INR15.6 billion (US$245m) financing for the expansion into six lanes of the existing four-lane portion of the approximately 179.5 kilometres Delhi Agra section of National Highway No 2 (NH-2) in the State of Haryana and Uttar Pradesh on a design, build, finance, operate and transfer basis, undertaken by DA Toll Private Ltd, an SPV promoted by Reliance Infrastructure Ltd. Partners Dina Wadia and Divyanshu Pandey led the transaction. J Sagar Associates has also advised UK entity Just Eat Holding Ltd in respect of the transfer of 49.9 percent stake in Achindra Online Marketing Private Ltd to Just Eat India Holding Ltd (group company) and the subsequent share swap of 100 percent stake in Just Eat India Holding with a Luxembourg entity of venture capital firm Rocket Internet AG for a minority shareholding. Rocket Internet operates under the brand name Food Panda. Just Eat is a leading online takeaway ordering service operating in 13 countries around the globe. Achindra Online Marketing was founded in 2006 and partnered with Just Eat in 2011. Partners Sajai Singh and Probir Roy Chowdhury led the transaction whilst Bird & Bird acted as foreign counsel. Rocket Internet was represented by Olswang (UK) and Khaitan & Co (India). Khaitan & Co has advised Temasek International Pte Ltd in respect of the acquisition of 34.37 percent of Crompton Greaves’ consumer products business from Avantha Holdings by Advent International and Temasek for approximately US$310 million. Temasek is an investment company based in Singapore whose portfolio, mainly in Asia and Singapore, covers a broad spectrum of industries. Partner Haigreve Khaitan and associate partner Ashwin Bishnoi, supported by partners Aakash Choubey, Niren Patel, Arindam Ghosh, Avaantika Kakkar and Adheesh Nargolkar and executive director Daksha Baxi, led the transaction. Khaitan & Co has also represented Jasper Infotech Pvt Ltd (Snapdeal.com) before the Competition Commission of India (CCI) in respect of an information filed by an individual alleging that Snapdeal.com and other e-commerce companies have been indulging in anti-competitive practices in the nature of exclusive agreements with the sellers and also abusing their dominant position. The CCI dismissed the information and ordered closure of the matter. Snapdeal.com is one of India’s largest online marketplace offering over 5 million products across 500 diverse categories from over 50,000 sellers. Partner Manas Kumar Chaudhuri and executive director Arshad Paku Khan led the transaction. Kirkland & Ellis is advising a consortium of placing agents led by Goldman Sachs, China Galaxy International and Nomura in respect of the US$3.1 billion placing of H shares of China Galaxy Securities Co Ltd. The placing is the largest follow-on offering in China and second largest follow-on offering in Asia in 2015 to date. China Galaxy Securities is a leading integrated financial services provider in the PRC securities industry and its H shares are listed on the HKSE. Hong Kong corporate partners Dominic Tsun, David Zhang and Mengyu Lu are leading the transaction. Kirkland & Ellis is also representing the majority shareholders of Ironshore, Inc, including GTCR, Irving Place Capital, Towerbrook Capital, Calera Capital and Corporate Partners, in respect of the sale of HKSE-listed insurer Ironshore to Fosun International Ltd, a Chinese investment company focused on insurance, industrial operations, investment and asset management. The firm also represented the majority shareholder group in connection with Fosun’s purchase of ordinary shares of Ironshore representing 20 percent of Ironshore’s total outstanding ordinary shares on a fully diluted basis, which closed on 12 February 2015. The acquisition of the remaining interest in Ironshore will be effected by the merger of an indirect wholly-owned subsidiary of Fosun with and into Ironshore, with Ironshore as the surviving company. After giving effect to the merger, Ironshore will be an indirect wholly-owned subsidiary of Fosun. Corporate partners Stephen Ritchie and Walter Holzer and tax partner Russell Light are leading the transaction. Latham & Watkins has advised the Government of Pakistan’s Privatisation Commission in respect of the divestment of its 41.5 percent stake in Habib Bank Ltd, the largest bank in Pakistan. Raising proceeds in excess of US$1 billion, the offering represents Pakistan’s largest-ever equity offering and the largest from Asia’s frontier markets. The divestment forms part of the Government of Pakistan’s ongoing privatisation plan, which is anticipated to see a large number of state-owned enterprises sold to the private sector over the next few years. Credit Suisse and Deutsche Bank AG acted as the underwriters for the offering, which was internationally marketed in compliance with Regulation S and Rule 144A of the US Securities Act of 1933. Dubai partner Nomaan Raja and London partner David Boles led the transaction. Latham & Watkins has also advised energy and infrastructure company PT Dian Swastatika Sentosa Tbk (DSS) in respect of the sale of its 67 percent stake in Indonesian Stock Exchange-listed PT Golden Energy Mines Tbk (GEMS) to SGX-listed United Fiber System Ltd (UFS) for S$1.88 billion (US$1.4b). UFS issued new shares as consideration for the acquisition, resulting in DSS acquiring more than 90 percent of UFS’s enlarged share capital (without taking into account certain other share issuances contemplated). Singapore practice head partner Sin Chei Liang led the transaction. Maples and Calder is acting as Cayman Islands counsel to the special committee of Perfect World Co Ltd in respect of its US$1 billion take-private offer from the founder and chairman, Michael Chi. The deal, subject to shareholder approval, is expected to close in the second half of the year. Nasdaq-listed Perfect World is one of the leading online game developers and operators in China. Partner Greg Knowles is leading the transaction. Mayer Brown JSM has advised UBS Securities Hong Kong Ltd as the sole sponsor, UBS AG Hong Kong Branch, CMB International Capital Ltd and CCB International Capital Ltd as underwriters in respect of the US$302 million global offering and listing of Shanghai Haohai Biological Technology Co Ltd on the HKSE. Based in Shanghai and founded in 2007, Shanghai Haohai is a leading company in China focusing on the research and development, manufacturing and sales of absorbable biomedical materials. Proceeds will be used to pay for new production lines, acquisitions of other biopharmaceutical companies and new production equipment. Hong Kong partners James Fong and Jason T Elder led the transaction. Milbank, Tweed, Hadley & McCloy has represented Korea’s leading export/trade authorities, namely the Export-Import Bank of Korea (KEXIM), the Korea Trade Insurance Corporation (K-sure) and certain commercial lenders, in respect of providing approximately US$2.1 billion in financing to Companhia Siderúrgica do Pecém (CSP) for the construction of a new steel mill in Brazil. CSP, the operator of the new plant in Brazil’s northeastern state of Ceara, is a joint venture between leading South Korean steel producers POSCO and Dongkuk Steel and leading Brazilian mining and logistics company Vale S.A. In addition to KEXIM and K-sure, financing for the project is also being provided by the Brazilian Development Bank (BNDES). Construction on the mill began in 2012 and it is expected to be operational later in 2016. Partners Daniel Bartfeld and Young Joon Kim led the transaction which is the largest Korean financing ever in Brazil. Minter Ellison has acted as Australian counsel to Iron Mountain, the world’s leading document and data storage company, in respect of its in-principle agreement to acquire Australian-based and ASX-listed Recall Holdings Ltd for about A$2.6 billion (US$2b). Under the proposed deal, Iron Mountain will issue 0.1722 of its own shares for each Recall share, valuing Recall’s shares at A$8.18 (US$6.41), based on Iron Mountain’s opening price on 28 April 2015. That represents a 7.3 percent premium over Recall’s closing price and a significant premium over Recall’s share price prior to speculation about a potential transaction last year. Recall shareholders will also be given the option to elect to receive A$8.50 (US$6.66) per share in cash, subject to a pro-ration mechanism that will cap the total cash amount payable to Recall shareholders at A$225 million (US$176.2m). Boston-based Iron Mountain has more than 1,000 facilities in 36 countries and generated US$3.1 billion in revenue in 2014. Nearly two-thirds of its business is generated in the US. Split out of pallet and crate giant Brambles Ltd in 2013, Recall is a leading global provider of digital and physical information management services and supports approximately 80,000 customer accounts in 24 countries. The boards of each company have approved the deal, subject to completion of due diligence, execution of definitive merger agreements and regulatory and shareholder approvals. Partner Costas Condoleon, supported by partners Katrina Groshinksi and Ben Smith, led the transaction whilst Weil Gotshal & Manges acted as US counsel. Allens and Sidley Austin acted as Australian counsel and US counsel, respectively, to Recall Holdings. Norton Rose Fulbright has advised Chinese-owned holding company Cai GmbH in respect of the sale of its remaining 12.5 percent interest in GROHE Group Sàrl, the world’s leading supplier of sanitary fittings, to Japanese Lixil Corp, which had already become the main shareholder of GROHE with an 87.5 percent majority share last year. The agreements were signed in Tokyo in December 2014. The transaction was closed on 1 April 2015 in Luxembourg after approval from the cartel authorities. Cai GmbH is owned by Jianshe Cai and Jilin Cai, founders and members of the board of Joyou AG, parent company of Joyou Group, the biggest Chinese sanitary company. GROHE Group is the controlling majority shareholder of Joyou AG. Peter Holst, supported by partners Alexander Hemmelrath (Munich), Chris Viner (Tokyo) and Sun Hong (Shanghai), led the transaction. Norton Rose Fulbright has also advised the mandated lead arrangers in respect of a multicurrency US$215 million term facility and US$20 million revolving facility to Hassan Mohamed Jawad & Sons BSC (c), a Bahrain-based family-owned trading conglomerate with operations across the Gulf Cooperation Council countries. Mashreqbank PSC led the bank syndicate, with Ahli United Bank (BSC) and First Gulf Bank PJSC acting as co-arrangers. National Bank of Abu Dhabi PJSC, Al Ahli Bank of Kuwait KPSC BBK BSC and State Bank of India also participated in the syndicate. Various subsidiaries of the Jawad group in Bahrain, the United Arab Emirates, Kuwait and Qatar provided guarantees and securities in relation to the facilities. The purpose of the facilities was to refinance and consolidate the existing indebtedness of Jawad group and to fund the capital expenditure and working capital requirements of the entire group. Banking partner Matthew Escritt led the transaction whilst Bahrain and Kuwait law advice was provided by ASAR – Al Ruwayeh & Partners and Qatar law advice was provided by Al Tamimi & Co Doha office. Skadden has advised Sinopec Group Overseas Development (2015) Ltd, a wholly-owned subsidiary of China Petrochemical Corp (Sinopec), in respect of its Rule 144A/Regulation S offering of senior notes in five tranches: US$2.5 billion 2.5 percent senior notes due 2020, US$1.5 billion 3.25 percent senior notes due 2025, US$800 million 4.1 percent senior notes due 2045, €850 million (US$947m) 0.5 percent senior notes due 2018 and €650 million (US$724m) 1 percent senior notes due 2022. The notes are guaranteed by China Petrochemical Corp. Sinopec is the largest integrated petroleum and petrochemical company in China and one of the largest in the world. Sinopec is also the largest refined oil producer in the world in terms of crude oil throughput in 2014. Corporate partners Peter Huang (Beijing) and Edward Lam (Hong Kong) and tax partner Sean Shimamoto (Palo Alto) led the transaction. Sullivan & Cromwell has represented Baker Bros Advisors LLC (US) in respect of its funds role as lead investor, along with several co-investors, in the purchase of a newly authorized class of Series A-2 convertible preferred shares of BeiGene Ltd (China), collectively representing 23.55 percent of BeiGene’s total capital shares on a fully diluted basis, for approximately U$100 million. Hong Kong corporate partner Michael G DeSombre and New York tax partner Ronald E Creamer Jr led the transaction which was completed on 21 April 2015. White & Case has advised a group of banks in respect of a US$520 million secured term loan and US$60 million five-year secured revolving credit loan that will refinance the outstanding debt of MMI International Ltd, a Singapore-based hard disk drive components maker that is backed by leading global investment firm KKR. The firm advised the Singapore branch of Standard Chartered Bank, ANZ, Bank of America Merrill Lynch, DBS Bank Ltd, Cathay United Bank Co Ltd, CTBC Bank Co Ltd, Sumitomo Mitsui Banking Corp, Maybank, Mega International Commercial Bank Co Ltd and United Overseas Bank in their roles as joint mandated lead arrangers and book-runners. Hong Kong partner Baldwin Cheng, supported by New York partner Alan Rockwell, led the transaction. WongPartnership has acted for United Envirotech Ltd in respect of the update and upsize of its US$300 million MTN programme for which Standard Chartered Bank was the sole arranger and dealer of the original programme. DBS Bank Ltd was added as a joint arranger and dealer, together with Standard Chartered Bank, to the updated programme, the limit of which was increased to US$500 million. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for Singapore Medical Council in respect of the disciplinary proceedings for professional misconduct against Dr Eric Gan Keng Seng, a qualified and registered medical practitioner under the Medical Registration Act and a specialist in general surgery with an interest in surgical oncology (cancer surgery). Partner Aw Wen Ni acted on the matter. |
Deals – April 29, 2015
Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd and The Hongkong and Shanghai Banking Corp Ltd in respect of the S$368 million (US$278.4m) facility extended to Cove Development Pte Ltd, a member of the OUE Group, to refinance the iconic “Twin Peaks” project, a residential development in Singapore. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised Oversea-Chinese Banking Corp Ltd, as joint lead manager and book-runner, and Standard Chartered Bank, as joint lead manager, book-runner and issuing and paying agent, in respect of the issue of S$300 million (US$227m) 3.8 percent notes due 2020 by OUE Ltd under its S$3 billion (US$2.27b) multicurrency debt issuance programme. Partners Margaret Chin and Sunit Chhabra led the transaction. Allens has advised Australian ASX-listed M2 Group Ltd in respect of its full acquisition of New Zealand’s third largest internet service provider for A$245 million (US$195.7m). The deal will see M2 Group purchase a 100 percent stake in the Call Plus Group and a related entity, 2Talk Ltd. M2 Group, which provides a full suite of traditional and next generation telecommunications products and utility services to Australian households and small businesses, will pay for the acquisition and finance existing debt through new fully underwritten multiyear loan facilities. Partner Mark Malinas led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised ONGC Tripura Power Company Ltd (OTPC) in respect of the acquisition of 23.5 percent shareholding in OTPC by India Infrastructure Fund-II (IIF-II) with IDFC Trustee Company Ltd as its trustee and IDFC Alternatives Ltd as its investment manager. ONGC, IEDCL and the Government of the Tripura have jointly promoted OTPC. IIF-II acquired 263.2 million equity shares, constituting 23.5 percent share capital of OTPC, at face value of INR10 (US$0.158) each through a combination of sale of existing equity shares by promoters, fresh capitalization of OTPC and renunciation of rights arising from a rights issue of shares of OTPC. The transaction structure was devised to admit a new shareholder in OTPC and simultaneously appropriate substantial advance against equity lying with OTPC. Managing partner Shardul S Shroff and partners Shruti Kinra and Shweta S Chopra led the transaction which closed on 10 April 2015 and was valued at approximately INR4.26 billion (US$67.4m). Link Legal Indian Law Services advised IIF-II. Amarchand & Mangaldas & Suresh A Shroff Co has also advised Apollo Global Management in respect of its partial exit from Dish TV India Ltd thru Apollo’s sale of Dish TV India’s 32 million equity shares on the screen-based trading platform of the BSE. Citibank acted as broker. Partner Gunjan Shah led the transaction which closed on 15 April 2015 and was valued at INR262.5 crores (US$41.5m). ATMD Bird & Bird is representing Sinotel Technologies Ltd in respect of the mandatory general cash offer by Advance Technology Holding Ltd to acquire all of Sinotel shares not already owned, controlled or agreed to be acquired by Advance Technology and its concert parties, the value of which is approximately S$25.2 million (US$19m). Religare Capital Markets Corporate Finance Pte Ltd is the financial adviser to Advance Technology in connection with the offer, whilst KGI Fraser Securities Pte Ltd is the independent financial adviser to the directors of Sinotel who are considered independent for the purposes of the offer. Sinotel is a Mainboard-listed integrated connectivity provider of innovative applications and solutions for the full spectrum of wireless telecommunication value chain in the PRC. Partner Marcus Chow is leading the transaction. Cadwalader, Wickersham & Taft has advised Ports Design Ltd, a fashion garments manufacturer and retailer listed on the HKSE, in respect of the conditional mandatory general cash offer made by Somerley Capital Ltd, on behalf of Bluestone Global Holdings Ltd, to acquire all of the issued shares of Ports Design at a consideration of up to US$119 million. Partners Stephen Chan and Jane Ng led the transaction. Cadwalader, Wickersham & Taft has also advised ARA Asset Management (Fortune) Ltd as manager to HKSE and SGX-listed Fortune Real Estate Investment Fund (Fortune REIT) in respect of the US$83 million sale of all the issued shares of Art Full Resources Ltd to offshore property investment company Tower Key Ltd. Art Full Resources owns Nob Hill Square, a commercial development in Kwai Chung, Hong Kong. Partner Stephen Chan led the transaction which was completed on 2 April 2015. Davis Polk has advised the initial purchasers in respect of a US$300 million Regulation S offering by Shimao Property Holdings Ltd of its 8.375 percent senior high-yield notes due 2022. The notes were a reopening of and formed a single series with the US$800 million 8.375 percent senior notes due 2022 issued on 10 February 2015. Shimao is a large-scale developer and owner of high-quality real estate projects in China. It specializes in developing mid- to high-end residential, retail and office properties for sale and prime and well-located hotel, retail and office properties for long-term investment. Partner William F Barron led the transaction whilst Commerce and Finance Law Offices advised as to PRC law. Shimao was advised by Sidley Austin as to US and Hong Kong laws and Harneys as to BVI and Cayman Islands laws. Davis Polk has also advised the solicitation agents in respect of a solicitation of consents by Sunac China Holdings Ltd from the holders of its 12.5 percent senior notes due 2017 and the 9.375 percent senior notes due 2018 to certain amendments under the indentures governing such notes. The amendments were made to conform the indentures to the terms of Sunac China Holdings Ltd’s 8.75 percent senior notes due 2019 issued on 5 December 2014. HKSE-listed Sunac China Holdings is an integrated residential and commercial property developer with a focus on high-end and high-quality property developments in selected cities in China. Partner William F Barron also led the transaction. Sunac China Holdings was advised by Sidley Austin as to US and Hong Kong laws and Conyers Dill & Pearman as to Cayman Islands and British Virgin Islands laws. HSA Advocates has advised Lanco Infratech, a leading integrated infrastructure player in India having business verticals in EPC, power, solar and natural resources, in respect of the sale of its entire shareholding in Udupi Power Corp to the Adani group, a multinational conglomerate headquartered in Ahmedabad, Gujarat, India whose diversified businesses include resources, logistics, agribusiness and energy sectors. Udupi Power Corp has set up 2 X 600 MW imported coal-based power project in Udupi District of the state of Karnataka, which is the country’s first independent power project based on 100 percent imported coal with a captive jetty of four million tonnes per annum. As part of its goal of achieving 20,000 MW operational capacity by 2020, Adani acquired Udupi Power Corp for an enterprise value of INR6,300 crores (US$996.5m), making it the largest acquisition in India in the thermal power space. The deal will help Lanco Infratech to reduce its debt position and infuse capital in other projects, including Lanco Amarkantak Power. Partners Navin Syiem and Harsh Arora led the transaction. J Sagar Associates has advised the shareholders of Lilac Medicare Private Ltd in respect of their 100 percent sale of the shareholding of Lilac to Tosoh Corp (Japan) and Tosoh Asia Pte Ltd (Singapore). Lilac is a Mumbai-based company which undertakes trading and manufacture of medical devices and reagents, having a strong focus on research and development activities. Tosoh Group is a multi-billion dollar Japanese conglomerate having diversified presence across sectors such as biosciences, petrochemicals and chemicals. After the notification of Press Note 2 of 2015 by the Department of Industrial Policy and Promotion, which carved out for medical devices from the definition of pharmaceuticals, this is one of the notable transactions in this space which did not require the approval of the Foreign Investment Promotion Board. Partner Sidharrth Shankar led the transaction. Tosoh Group was advised by Rajani, Singhania & Partners. Khaitan & Co has advised Prime Focus Ltd (PFL) in respect of the acquisition of Reliance MediaWorks Ltd’s (RMWL) film and media services business and equity infusion by RMWL and promoters of PFL into PFL. The further equity infusion by RMWL triggered the Takeover Code and RMWL made an open offer for an additional 26 percent stake in PFL. The deal was valued at approximately US$94.8 million. Pursuant to the deal, PFL acquired the film and media services business of RMWL situated in India, Mauritius and the US and became the world’s largest media services company. Partner Niren Patel and associate partner Abhishek Sinha, supported by executive director Sudhir Bassi and partners Arindam Ghosh and Avaantika Kakkar, led the transaction. Khaitan & Co has also advised KEC International Ltd in respect of the sale of all the Telecom Towers owned and operated by KEC in the States of Chattisgarh, Meghalaya and Mizoram to ATC Telecom Tower Corp Private Ltd under an asset purchase agreement for approximately US$13 million. KEC International, the flagship company of RPG Group, is global infrastructure Engineering, Procurement and Construction (EPC) major. Partner Amitabh Sharma and associate partner Akhil Bhatnagar led the transaction. Latham & Watkins is acting as international counsel whilst Zhonglun Law Firm is acting as Chinese counsel for Amer International Group, a private, Chinese-based multinational company that is one of the world’s largest advanced materials, fine machining and downstream metals refining providers, in respect of its investment in NYSE and TSX-listed General Moly Inc, a US-based molybdenum mineral development, exploration and mining company. The transaction will also create a strategic partnership and equity investment to assist with General Moly’s ability to secure full project financing for the Mt. Hope Project. Amer has also agreed to work with General Moly to procure and support bank financing of approximately US$700 million from a major Chinese bank or banks for development of General Moly’s Mt. Hope Project located in Eureka County, Nevada, considered one of the world’s largest and highest grade molybdenum deposits. Amer will guarantee the bank loan which is anticipated to have normal and customary covenants and security arrangements. Latham & Watkins partners Allen Wang and David Blumental and Zhonglun Beijing partner Cheng Jun are leading the transaction. Luthra & Luthra Law Offices has advised Goldman Sachs (India) Securities Private Ltd as the broker in respect of the divestment of the stake held by Japanese drug maker Daiichi Sankyo in Sun Pharmaceuticals. Aggregating to approximately US$3.2 billion, the sale of equity shares of Sun Pharmaceuticals held by Daiichi on the screen-based trading platform of the stock exchanges is billed as the largest sale of shares on the Indian stock exchange platform to date. Partner Manan Lahoty led the transaction. Paul Hastings is representing Fosun International, the largest private-owned conglomerate in China, in respect of its participation in the acquisition of Cirque Du Soleil. Fosun is a member of the buyer consortium backed by American buyout fund TPG Capital. The consortium signed definitive agreements with the owners of Cirque Du Soleil. The consummation of the acquisition is subject to customary conditions. Cirque Du Soleil is a globally-renowned performance troupe and is the world’s largest theatrical production company. M&A partners David Hernand, Jia Yan and David Wang and IP licensing partner Tiffany Lee are leading the transaction. Paul Hastings has also advised Haitong International Securities Company Ltd, Standard Chartered Bank and CMB International Capital Ltd as the managers in respect of the issuance of US$670 million guaranteed bonds due 2020 by Haitong International Finance Holdings 2015 Ltd, an indirect wholly-owned subsidiary of Haitong Securities Co Ltd, a leading securities company in China in terms of total assets and net assets. The proceeds are intended to be used primarily for increasing the share capital of Haitong International Securities Group Ltd and for other general corporate purposes of Haitong Securities and its subsidiaries. Corporate partners Vivian Lam and Christian Parker led the transaction. Rajah & Tann Singapore has advised SATS Ltd in respect of the S$48 million (US$36.3m) joint venture between its wholly-owned subsidiary, Singapore Food Industries Pte Ltd, and BRF GmbH, a subsidiary of Brazilian company BRF SA, to set up a company in Singapore for meat processing and manufacturing of branded food products. BRF is listed on the BM&F BOVESPA in São Paulo and the NYSE and is the world’s seventh largest food company by revenue. It is a key supplier to SATS, which in turn is also one of its largest customers in Singapore. Partners Kala Anandarajah, Terence Quek, Elsa Chai and Lina Chua led the transaction. Shook Lin & Bok is acting for IPC Corp Ltd in respect of the mandatory conditional cash offer made by CIMB Bank Berhad Singapore Branch, for and on behalf of Oei Hong Leong, for all the issued and paid-up ordinary shares in the capital of IPC other than those already owned, controlled or agreed to be acquired by Oei Hong Leong, which values IPC at S$145 million (US$109.8m), based on an offer price of S$0.17 (US$0.129) per IPC share. Partner Michelle Phang is leading the transaction. Skadden has represented PT Bumi Serpong Damai Tbk in respect of its US$225 million 6.75 percent senior notes offering due 2020. The notes are listed on the SGX. PT Bumi Serpong Damai is the largest property development company in Indonesia based on market capitalization with one of the largest land banks among property developers in Indonesia. Corporate partners Jonathan Stone (Hong Kong) and Rajeev Duggal (Singapore) led the transaction which was announced on 14 April 2015 and closed on 24 April 2015. Skadden has also acted as US counsel to a committee of independent directors established by the Board of Directors of Perfect World Co Ltd in respect of an agreement with its chairman to be taken private. The deal values the company at approximately US$1 billion. Perfect World has entered into an agreement and plan of merger with Perfect Peony Holding Co Ltd, owned by Michael Yufeng Chi, Perfect World’s founder and chairman of the board of directors, and Perfect World Merger Company Ltd, a wholly-owned subsidiary of Perfect Peony. Perfect World is a leading online game developer and operator based in China, which primarily develops online games based on proprietary game engines and game development platforms. Hong Kong partners Julie Gao and Clive Rough and Beijing partners Peter Huang and Daniel Dusek led the transaction Squire Patton Boggs has advised HSBC Securities and Capital Markets (India) Private Ltd and ICICI Securities Ltd in respect of VRL Logistics Ltd’s INR4.6 billion (US$72.7m) IPO. The offering includes a fresh issue as well as an offer for sale, including by leading private equity firm New Silk Route. The IPO was subscribed a record 74 times, receiving the best response in almost eight years with bids valued at close to INR335 billion (US$5.3b), higher than Coal India’s recently concluded offer for sale worth INR230 billion (US$3.64b). VRL Logistics is India’s largest surface logistics and parcel delivery service company with the largest fleet of commercial vehicles in the private sector in India. Partner Biswajit Chatterjee led the transaction whilst AZB & Partners acted as domestic Indian counsel. Weerawong, Chinnavat and Peangpanor has advised Natural Park (NPARK) in respect of the share-for-share swap transaction with BTS Group Holdings Plc (BTSG). NPARK acquired 100 percent of BTS Assets Co and Kamkung Properties Co from BTSC and, in return, NPARK issued its shares and warrants to BTSG resulting in BTSG holding a 35.64 percent stake in NPARK which has been renamed U City. BTS Assets and Kamkung Properties are the flagship real estate companies of BTSG, owning the Eastin Grand Hotel as well as high profile land portfolios in proximity to the Phaya Thai and Mor Chit skytrain stations and the Airport Rail Link. The combined assets, valued at β9.4 billion (US$287.6m), will be the basis for the development of office, hotel and retail projects. Partner Peangpanor Boonklum led the transaction. Weil is representing private equity investor Anchor Equity Partners in respect of its pending acquisition with leading global investment firm KKR of a controlling stake in leading South Korean mobile commerce company Ticket Monster (TMON) from Groupon. Anchor and KKR, in conjunction with TMON’s management, will jointly acquire a controlling stake in TMON and will inject new capital into the company to help fund its future growth opportunities. Anchor and KKR will hold equal stakes in the company. Some of the world’s largest pension, sovereign wealth funds and institutional investors, including the Canada Pension Plan Investment Board and Pavilion Capital, will also be participating as investors in this transaction. Groupon, which acquired TMON in January 2014, will retain a fully diluted 41 percent minority stake in the company. The investment is based on a US$782 million fully diluted valuation of TMON. KKR and Anchor will work closely with TMON’s co-founder and CEO Dan Shin and the management team to grow the business. Hong Kong corporate partner Peter Feist is leading the transaction which is expected to close in the second quarter of 2015, subject to regulatory and customary closing conditions. Weil has also represented a selling shareholder in respect of the acquisition by 58.com Inc of a strategic stake in Falcon View Technology Ltd, the holding company of the PRC entities operating Ganji.com, a major online local services marketplace platform in China. Concurrently, Tencent Holdings Ltd, a leading provider of internet services in China, also invested an additional approximately US$400 million in 58.com. Under the terms of the definitive agreement with shareholders of Ganji and as part of an intended long-term, strategic combination transaction, 58.com has agreed to acquire an approximately 43.2 percent fully diluted equity stake in Ganji for a combination of share consideration and cash, including approximately 34 million newly issued ordinary shares of the company (one American Depositary Share represents two class A ordinary shares) and US$412.2 million in cash. The two companies, which will continue to operate their respective brands, websites and teams, intend to maximize business synergies created by this new strategic relationship, and capitalize on opportunities to cooperate and further expand their businesses. Hong Kong corporate partner Tim Gardner led the transaction. Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has advised CIMB Investment Bank Berhad and Maybank Investment Bank Berhad in respect of a 20-year Commodity Murabahah term financing amounting to RM3.2 billion (US$898.5m) to partially fund a proposed mixed commercial development in Kuala Lumpur City Centre. This is one of the largest Islamic financings in Malaysia in recent years. The two banking groups, who are the mandated lead arrangers and mandated book-runners of the financing, will release the financing in various tranches. The project’s sponsor, Cititower Sdn Berhad, is a 50:50 joint venture between KLCC (Holdings) Sdn Bhd and QD Asia Pacific Ltd, a subsidiary of Qatari Diar Real Estate Investment Co. The project commenced in January 2012, and is expected to be completed by mid-2020. The estimated total net lettable area is 2.84 million square feet. Partner Mark Lim, head of the finance and projects practice, led the transaction. WongPartnership has acted for Perennial Real Estate Holdings Ltd (PREHL) and its wholly-owned subsidiary Perennial Treasury Pte Ltd (PTPL) as issuers in respect of the establishment of a S$2 billion (US$1.5b) multicurrency debt issuance programme and the inaugural issuance of S$100 million (US$75.7m) 4.25 percent notes by PTPL under the S$2 billion (US$1.5b) multicurrency debt issuance programme, unconditionally and irrevocably guaranteed by PREHL. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for Far East Orchard Ltd in respect of the establishment of its S$1 billion (US$756.8m) multicurrency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee also led the transaction. |
Deals – April 22, 2015
Allen & Gledhill has advised Frasers Hospitality Trustee Pte Ltd, trustee-manager of Frasers Hospitality Changi Trust, in respect of the approximately S$203 million (US$150.7m) acquisition of the hotel known as “Capri by Fraser Changi City” in Singapore. Changi City is a mixed-use development comprising retail, hotel and business park components. Partners Fock Kah Yan, Margaret Soh and Lim Pek Bur led the transaction.
Allen & Gledhill has also advised Progresif Cellular Sdn Bhd, an operator of a 3G mobile telecommunication network in Brunei, in respect of the engagement of Huawei Technologies (B) Sdn Bhd to undertake certain works as part of a network development project. Partner Tan Wee Meng led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised Zuari Agro Chemicals Ltd (ZACL) and Zuari Fertilisers and Chemicals Ltd (ZFCL) in respect of their acquisition of 36.56 percent equity stake in Mangalore Chemicals and Fertilizers Ltd (MCFL). Partners Shweta Shroff Chopra and Kalpataru Tripathy led the transaction which was valued at approximately INR400 crores (US$63.7m) and closed on 27 March 2015 whilst the open offer process is still underway. Appleby has acted as Cayman counsel for In Construction Holdings Ltd in respect of its listing on the Main Board of the HKSE on 16 April 2015, with gross proceeds of approximately HK$160 million (US$20.6m). Majority of the proceeds will be used for financing the issue of surety bonds for future projects and to acquire machinery and equipment for foundation projects over the next three years. In Construction is a registered specialist contractor principally engaged in foundation, demolition, site formation, ground investigation field work and general building projects. Hong Kong corporate partner Judy Lee led the transaction whilst CFN Lawyers in association with Broad & Bright advised as to Hong Kong law. Eversheds advises the sponsor and the underwriter as to Hong Kong law. AZB & Partners has advised Valiant Mauritius Partners FDI Ltd in respect of its acquisition of a minority percentage of the share capital of Mahindra First Choice Wheels Ltd for approximately US$15 million. Partner Shuva Mandal led the transaction which was completed on 2 April 2015. AZB & Partners has also advised DST Global in respect of its acquisition of 7.9 percent of the share capital of ANI Technologies Private Ltd for approximately US$185 million. Partner Darshika Kothari led the transaction which was completed on 31 March 2015. Colin Ng & Partners has acted as lead counsel in respect of the launch of Ashiana Fund Ltd (AFL), a long/short equity securities focused hedge fund that seeks to look for opportunities in the Asean region. AFL has been notified as a Restricted Foreign Scheme to the Monetary Authority of Singapore and is offered to high net worth individuals and corporations. Partner Bill Jamieson led the transaction whilst Walkers acted as Cayman Islands counsel. Eversheds has advised Oriental Patron Asia Ltd as the sole sponsor and Oriental Patron Securities Ltd as the sole book runner and sole lead manager in respect of the HK$132 million (US$17m) IPO of In Construction Holdings Ltd. In Construction Holdings is a contractor in the foundation industry in Hong Kong. It engages in foundation and associated works in the private sector construction projects, with an emphasis on design and build projects. The company raised HK$132 million (US$17m) by offering 200 million shares, of which 100 million new shares were offered in the public offer. In addition, 60 million new shares and 40 million sale shares were offered in the placing. This represented 25 percent of the company’s total issued share capital immediately after the completion of the IPO at HK$0.66 (US$0.085) each. The public offer has been over-subscribed by approximately 447 times. The share price closed on 16 April 2015 at HK$1.19 (US$0.15) per share, approximately 80.3 percent higher than the offer price. Partner Norman Hui led the transaction. Harneys is advising the Ad Hoc bondholder group and Ropes & Gray in respect of the proposed US$2.78 billion restructuring of Cayman Islands incorporated LDK Solar Co Ltd, a leading producer of solar wafers and manufacturer of photovoltaic products. Due to the deterioration in the group’s financial performance caused by adverse market conditions and resultant operational difficulties, the company appointed provisional liquidators to implement a restructuring by way of a scheme of arrangement pursuant to section 86 of the Cayman Islands companies Law (2013 Revision). The matter is of particular interest, given the global nature of the business and the diverging interests of its bondholder creditors, preferred investors and other creditors. Partner Ian Mann is leading the transaction. Harneys also acted as BVI counsel to the lenders in respect of a HK$5 billion (US$645m) term loan facility and a HK$1.2 billion (US$154.8m) term loan facility to Hui Xian Investment Ltd, a special purpose vehicle wholly-owned by Hui Xian Real Estate Investment Trust. The facility is used to finance the corporate funding requirements of the group. Hui Xian REIT is the first RMB-denominated REIT listed in Hong Kong. Its assets include the land use right and building ownership rights of Beijing Oriental Plaza and Sofitel Shenyang Lido (formerly Sheraton Shenyang Lido Hotel). Partner Jonathan Culshaw led the transaction which was completed on January 2015. J Sagar Associates has advised Info Edge (India) Ltd in respect of its follow-on investment of INR155 crores (US$24.7m) in Zomato Media Private Ltd which owns and operates the restaurant search mobile application and website. In this latest round of funding, Zomato has raised US$50 million from its existing investors, including Info Edge, which has invested through one of its wholly-owned subsidiary. This follows an investment of INR185 crores (US$29.5m) in Zomato by Info Edge through its wholly-owned subsidiary in January 2015 on which the firm also advised Info Edge. Following this latest round of funding, the aggregate amount of investment by Info Edge in Zomato will be around INR484 crores (US$77.1m). Info Edge, along with its wholly-owned subsidiary, currently holds 50.1 percent in Zomato on a fully converted and diluted basis. Partners Rohitashwa Prasad and Lalit Kumar led the transaction. Zomato and its promoters were advised by Themis Law Associates. Khaitan & Co has advised Jasper Infotech Private Ltd in respect of the 100 percent acquisition of FreeCharge.com from the shareholders of FreeCharge.com. Jasper Infotech, doing business as Snapdeal, is one of India’s leading ecommerce companies. This is the largest transaction in terms of deal value in the e-commerce space. Partner Abhilekh Verma and associate partner Vinay Joy led the transaction. Khaitan & Co has also advised Inox Wind Ltd in respect of its US$164 million IPO. Inox Wind is a fully integrated player in the wind energy market with state-of-the-art manufacturing plants near Ahmedabad (Gujarat) for blades and tubular towers and at Una (Himachal Pradesh) for hubs and nacelles. The offering received a very healthy response from the investors and was oversubscribed over 13.81 times, with the QIB and non-institutional investors both oversubscribed over 36 times. Executive Director Sudhir Bassi led the transaction which is the biggest IPO in India since Bharti Infratel Ltd’s December 2012 share sale. Kirkland & Ellis is advising Ganji.com, a leading professional online classifieds provider in China, and certain of its shareholders in respect of a transaction between its shareholders and NYSE-listed 58.com Inc pursuant to which 58.com has agreed to acquire an approximately 43.2 percent fully diluted equity stake in Ganji for a combination of share consideration and cash as part of an intended long-term, strategic combination transaction. Corporate partners David Zhang, Jesse Sheley and Cheryl Yuan are leading the transaction. Latham & Watkins has represented Pharmaceutical Product Development (PPD) in respect of its joint venture with Shin Nippon Biomedical Laboratories (SNBL) to form PPD-SNBL. PPD owns 51 percent whilst SNBL owns 49 percent of PPD-SNBL shares. The combination of PPD and SNBL brings together PPD’s global clinical trial expertise and SNBL’s clinical development services expertise in Japan. PPD-SNBL will have offices in Tokyo, Osaka and Kagoshima with approximately 400 clinical development professionals and provide a full range of clinical development services in Japan, including Phase I-IV clinical trial monitoring, project management, site intelligence and activation, biostatistics, data management, medical writing, pharmacovigilance, regulatory and FSP services. Partner Michael Yoshii led the transaction. TMI Associates advised Shin Nippon Biomedical Laboratories. Luthra and Luthra Law Offices has advised the Ascendas group in respect of the 100 percent stake acquisition by Cyber Pearl IT Park Private Ltd, a wholly-owned subsidiary of Ascendas India Trust, in Ascendas IT SEZ (Chennai) Private Ltd (CyberVale). The stake was acquired from Ascendas Land International Pte Ltd for approximately INR1.6 billion (US$25.5m). Partners Samir Dudhoria and Damini Bhalla led the transaction. Maples and Calder has acted as Cayman Islands counsel to Wowo Ltd in respect of its IPO and listing of 4 million American depositary shares (ADS) on the NASDAQ Global Market, which raised US$40 million. Each ADS share represented 18 ordinary shares of the company and were priced at US$10.29. Wowo is reportedly the first Chinese company to be listed on a US exchange this year. Founded in 2010, Wowo is one of China’s leading third-party e-commerce platforms, focusing on local entertainment and lifestyle services such as restaurants, movie theatres and beauty salons. Partner Jenny Nip led the transaction whilst Jones Day and B&D Law Firm acted as US and PRC counsel, respectively. DLA Piper acted as US counsel to the sole book-runner, Axiom Capital Management Inc. Paul Hastings has advised Shenyin Wanguo Capital (HK) Ltd as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager in respect of the global offering and IPO of Niraku GC Holdings Inc, a Japanese pachinko hall operator, on the Main Board of the HKSE. The listing marks the second Japanese company ever to obtain a primary listing in Hong Kong. Partner and chair of the Hong Kong office Sammy Li led the transaction. Skadden is advising 58.com Inc, China’s leading online marketplace serving local merchants and consumers, in respect of a definitive agreement to acquire a strategic stake in Falcon View Technology Ltd, the holding company of the PRC entities operating Ganji.com, a major online local services marketplace platform in China. 58.com also entered into an agreement with Tencent Holdings Ltd, a leading provider of internet services in China, for an approximately US$400 million additional investment by Tencent in 58.com. 58.com will acquire an approximately 43.2 percent fully diluted equity stake in Ganji for a combination of share consideration and cash, including approximately 34 million newly issued ordinary shares of 58.com and US$412.2 million in cash, totaling approximately US$1.56 billion, based on the closing trading price of 58.com’s stock on NYSE on 16 April 2015. Julie Gao, Will Cai, Haiping Li, Rory McAlpine (Hong Kong) and Michael Gisser (Los Angeles) are leading the transaction. Shook Lin & Bok is acting for SGX-ST listed Hotel Properties Ltd (HPL) in respect of its consortium venture with Hubbard Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Pte) Ltd; SNL Ltd, an indirect wholly-owned subsidiary of Bursa-listed Amcorp Properties Bhd; and Clan Bankside Quarter (Jersey) Ltd. The consortium acquired two London properties from The Carlyle Group, a private equity firm, for £308 million (US$460m). Partner Andrea Chee is leading the transaction. Walkers has acted as British Virgin Islands counsel to the issuers and the guarantors in respect of the establishment of US$3 billion medium term note program under which China Cinda Finance (2015) I Ltd will issue notes which will be guaranteed by China Cinda (HK) Holdings Company Ltd and supported by a keepwell deed and deed of equity purchase undertaking from China Cinda Asset Management Co Ltd and China Cinda Finance (2015) II Ltd will issue notes which will be guaranteed by China Cinda Asset Management, the first mainland bad debt manager to be listed on the HKSE. BOCI Asia, Merrill Lynch International, Credit Suisse, Cinda International Capital, CCB International Capital and CITIC Securities International have been appointed as arrangers. Partner Kristen Kwok led the transaction. WongPartnership has acted for the lender in respect of the grant of term loan facilities of up to S$1.26 billion (US$935m) to CITIC Environment (International) Company Ltd, a consortium formed between CITIC Ltd and Kohlberg Kravis Roberts & Co LP, to finance, inter alia, the general offer for the acquisition of all the shares in United Envirotech Ltd, an SGX-listed leading membrane-based water and waste-water treatment and reclamation solution provider. Partners Alvin Chia and Tan Beng Lee led the transaction. WongPartnership is also advising Singapore Technologies Telemedia, a global strategic investor on communications, media and technology businesses, in respect of the preparation of the conditions of contract and consultancy services agreement for the proposed construction of a world class data centre in Singapore. Partner Ian De Vaz is leading the transaction. |
Deals – April 15, 2015
Allen & Gledhill has advised DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd and Mizuho Bank Ltd in respect of the approximately HK$4 billion (US$516m) facilities extended to Mapletree Group to finance the acquisition and development of an office project in Hong Kong. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised BOCI Asia Ltd, Citigroup Global Markets Singapore Pte Ltd, The Hongkong and Shanghai Banking Corp Ltd and JP Morgan (SEA) Ltd in respect of BOC Aviation Pte Ltd’s issue of US$750 million 3 percent notes due 2020 under its US$5 billion global medium term note programme. This is the first time BOC Aviation has tapped US onshore investors under Rule 144A of the US Securities Act. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction. Allens has acted for Australian superannuation fund REST Industry Super in respect of achieving the completion of its first direct debt investment. The transaction involved REST directly lending to Transurban Queensland, which was acquired by a Transurban-led consortium in 2014 for approximately A$7 billion (US$5.3b). The debt will be used to partly pay down existing senior bridge debt of Transurban Queensland. With a tenor of 15 years, the A$200 million (US$151.9m) senior secured debt facility provided by REST has one of the longest tenors of senior debt facilities provided in the infrastructure sector in recent times. Banking and finance partners Warwick Newell and Michael Ryan, supported by funds management partner Geoff Sanders, led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has acted as the lead counsel for eClerx Services Ltd, an Indian company listed on the NSE and the BSE, in respect of its acquisition of CLX Europe SPA, a joint stock limited liability company incorporated and existing under the laws of Italy with subsidiaries in Germany, UK and Thailand. eClerx will effect this transaction through one of its offshore subsidiaries. The cross-border transaction involves four different jurisdictions. Upon completion of the transaction, CLX will operate as an indirect wholly-owned subsidiary of eClerx whilst the existing key management employees of CLX will be retained by eClerx. The transaction is expected to close around mid-April with a purchase consideration not to exceed €25 million (US$26.6m). Partner Akila Agrawal led the transaction whilst Osborne Clarke Milan acted as Italian counsel, Osborne Clarke Germany and UK helped with the due diligence of the subsidiaries of CLX in these jurisdictions and Tilleke and Gibbins Bangkok acted as Thai counsel. Pirola Pennuto Zei & Associati advised CLX. AZB & Partners has advised BanyanTree Growth Capital LLC, one of the shareholders of Dilip Buildcon Ltd, in respect of Dilip Buildcon’s IPO comprising a fresh issue of equity shares aggregating up to INR6.5 billion (US$104m) and an offer for sale of equity shares of up to INR15 million (US$240,401) by certain Dilip Buildcon shareholders. Partner Madhurima Mukherjee led the transaction. AZB & Partners has also advised Sumitomo Mitsui Trust Bank Ltd in respect of its acquisition of 2.77 percent in Reliance Capital Ltd. Partner Shameek Chaudhuri led the transaction which was completed on 12 March 2015 and was valued at INR3.71 billion (US$59.5m). Baker & McKenzie has advised Starbucks in respect of its agreement with Chinese food and beverage producer Tingyi Holding Corp to manufacture and expand the distribution of Starbucks ready-to-drink (RTD) products throughout Mainland China. The agreement leverages the respective strengths of Starbucks and Tingyi to bring the entire Starbucks RTD portfolio to customers in China, as well as the ability to innovate specifically for the China market. Starbucks will be responsible for providing coffee expertise, brand development and future product innovation whilst Tingyi will manufacture and sell Starbucks RTD products in China. M&A partner Michael Horman and IP partner Andrew Sim (Beijing) led the transaction. Baker & McKenzie is also advising United Corp, Renova Inc and Kuni Umi Asset Management Co Ltd as the sponsors in respect of their plans to develop and invest in a woody biomass power plant with a generation capacity of 20 MW in Mukaihama, Akita City, Japan. The plant will be the largest power generation facility of its kind, using only woody biomass as fuel in Japan’s Tohoku region. The project will require an investment of approximately ¥12.5 billion (US$104.5m). With local financial institutions, Hokuto Bank Ltd and Shinsei Bank Ltd lead a syndicated loan which will cover a substantial portion of the project costs. Green Finance Promotion Organization invested in preferred equity and Akita prefecture will provide an interest-free loan. The output will be sold to a Power Producer and Supplier and Tohoku-Electric Power Co Inc. The plant is projected to start operation from July 2016. Tokyo Banking and Finance Practice head Naoaki Eguchi, assisted by partner Toshio Shimada, is leading the transaction. Clifford Chance has advised a group of 26 underwriters, led by GF Securities (Hong Kong), Goldman Sachs, Morgan Stanley, BOCOM International Securities, Deutsche Bank and Merrill Lynch, in respect of GF Securities’ HK$28 billion (US$3.6b) listing on the HKSE. The deal was priced at the top end of the price range at HK$18.85 (US$2.43) per share, making it the largest listing in Hong Kong so far this year. The deal drew record demand from institutional and retail investors and was one of the most heavily oversubscribed IPOs in Hong Kong in recent years. GF Securities provides comprehensive capital market services and is one of the top five securities firms in China. Partners Tim Wang, Cherry Chan and Fang Liu led the transaction. Deacons has advised Orient Victory Real Estate Group Holdings Ltd in respect of its acquisition of 49 percent equity interest in a company engaged in the provision of travel agent services in the PRC. The equity transfer agreement was signed on 26 March 2015 and the deal was announced on 9 April 2015. Partner Alexander Que led the transaction which was valued at RMB441 million (US$71m). Deacons has also advised Niraku GC Holdings Inc in respect of its global offering and Main Board listing on the HKSE. After the successful debut of Dynam Japan Holdings Co Ltd as the first Japanese company to obtain a primary listing in the local bourse in 2012, Niraku GC Holdings Inc, which is also a Japanese pachinko hall operator like Dynam Japan, launched its global offering and Main Board listing in Hong Kong. Headquartered in Fukushima Prefecture with operations focused in Northeast Honshu in Japan, Niraku GC was the 4th largest pachinko hall operator in Japan in 2013 based on gross pay-ins. Niraku GC’s IPO was launched on 24 March 2015 and the company was expected to be listed on the Main Board of the HKSE on 8 April 2015. If successfully listed, Niraku GC will be the second Japanese company having a primary listing in Hong Kong. Partner Ronny Chow led the transaction which was valued at up to HK$384 million (US$49.54m), subject to the overallotment option. Soga Law Office advised the issuer as to Japan law. Paul Hastings advised the sole sponsor and the underwriters as to Hong Kong law whilst Kanagawa International Law Office advised as to Japan law. Hogan Lovells has advised the Export Credits Guarantee Department of the UK Government (UK Export Finance) in respect of the capital markets aspects of a US$913 million sukuk issuance for the acquisition of four Airbus A380-800 aircraft. This marks the world’s first UK Government-supported sukuk for aircraft financing. Proceeds from the issuance of the certificates, due 2025, will be used to fund the acquisition of four Airbus A380-800 aircraft which are expected to be delivered in April, May, June and July 2015. The aircraft will be leased to and operated by Emirates. London capital markets partner James Doyle, assisted by Dubai partner Rahail Ali and London partner Dennis Dillon, led the transaction whilst Allen & Overy, led by London partner Mario Jacovides, advised on the aircraft finance aspects of the issuance. HSA Advocates has advised NYSE-listed Molson Coors Brewing Company in respect of the acquisition of Mount Shivalik Breweries, the maker of popular beer brand ‘Thunderbolt’. Coors Brewing Company d/b/a Molson Coors International, a subsidiary of Molson Coors Brewing Company, has acquired a controlling stake in the Punjab-based firm, gaining access to various popular brands, including the leading strong-beer brand Thunderbolt. As part of the transaction, Molson Coors International assumes direct control over brewing operations of Mount Shivalik Breweries in Haryana and Punjab, as well as distribution for Thunderbolt in Bihar. Partner Navin Syiem led the transaction. J Sagar Associates has acted as Indian counsel to the underwriters Axis Capital Ltd, DSP Merrill Lynch Ltd, Edelweiss Financial Services Ltd (global coordinators and book-running lead managers) and YES Bank Ltd (book running lead manager) in respect of Inox Wind Ltd’s approximately INR10.2 billion (US$163.5m) IPO comprising of a fresh issue of equity shares aggregating to INR7 billion (US$112.2m) and an offer for sale of 10 million equity shares by Gujarat Fluorochemicals Ltd aggregating to approximately INR3.2 billion (US$51.3m). Partners Somasekhar Sundaresan, Rohitashwa Prasad and Kaushik Mukherjee led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as international legal counsel to the underwriters. Khaitan & Co advised Inox Wind. K&L Gates has advised NYSE-listed 3D Systems Corp in respect of its acquisition of China’s Easyway Design and Manufacture Co, including its wholly-owned subsidiaries comprising the Easyway Group, to establish 3D Systems China. Easyway is a leading Chinese 3D printing sales and service provider with key operations in Shanghai, Wuxi, Beijing, Guangdong and Chongqing. Easyway brings to 3DS extensive and experienced greater China sales and service coverage, substantial service bureau production capabilities and long-term, key relationships with leading Chinese automotive, medical and consumer goods companies. 3D Systems China will be under the leadership of Easyway founder May Zhou. The acquisition provides 3DS with a strong platform to scale its in-country Quickparts custom manufacturing operations and multiplexes its 3D printing reseller coverage. Shanghai partner Amigo Xie led the transaction. Khaitan & Co has acted as Indian law counsel for SREI Infrastructure Finance Ltd and SACE SpA in respect of the reimbursement agreement as part guarantee granted by SACE for the approximately US$18.6 million loan obtained by SREI, one of the leading companies in infrastructure financing in India. Senior partner N G Khaitan led the transaction. Khaitan & Co has also advised ZF Friedrichshafen AG Germany in respect of the Indian competition law aspects of the US$12.5 billion acquisition of TRW Automotive Holdings Corp USA by way of a reverse triangular merger. This was one of the biggest global transactions announced in 2014. As both the parties have a substantial presence in India, an approval of the Competition Commission of India was required. ZF is a global leader in driveline and chassis technology with 113 production companies in 26 countries. Partner Avaantika Kakkar led the transaction. Kirkland & Ellis is acting for HKSE-listed China Traditional Chinese Medicine Co Ltd in respect of its proposed issuance of new shares to its controlling shareholder and two executive directors and its share placement to 25 professional and international institutional investors for a total amount of HK$7.2 billion (US$928.9m). Hong Kong-based corporate partners Frank Sun, Joey Chau and David Yun are leading the transaction which was announced on 30 March 2015. Kirkland & Ellis is also acting for China Traditional Chinese Medicine in respect of its proposed acquisition of an 87.3 percent stake in Jiangyin Tianjiang Pharmaceutical Co Ltd, the largest manufacturer of concentrated traditional Chinese medicine granules in China, from eight sellers, including, among others, two Shanghai-listed CICC-affiliated funds, Shanghai Jiahua United Co Ltd and Guangdong Keda Clean Energy Co Ltd. Latham & Watkins has advised Fuyao Glass, the world’s second largest auto glass manufacturer, in respect of its IPO which listed on the HKSE on 31 March 2015. Fuyao Glass’ market debut is expected to be the biggest listing in the territory to date this year. Priced at HK$16.80 (US$2.17) per H share, the very top of its indicative price range, Fuyao Glass’ 439.67 million primary share deal is set to raise close to HK$7.39 billion (US$953.4m). Hong Kong partners Cathy Yeung, Eugene Lee and William Woo led the transaction. Latham & Watkins has also advised GF Securities, China’s fourth largest brokerage by assets, in respect of its ground-breaking Hong Kong IPO. GF Securities’ market debut is expected to be the biggest listing in the territory so far this year. Priced at HK$18.85 (US$2.43) per H share, the top of its indicative price range, the sale of 1.48 billion new shares is expected to raise US$3.6 billion. Hong Kong partners Cathy Yeung, Eugene Lee and William Woo also led the transaction. Luthra and Luthra Law Offices has advised the existing shareholders of Mashal Sports Private Ltd in respect of the divestment of their stake and transfer of controlling stake to STAR. Mashal Sports holds the exclusive right to organize and stage the hugely successful ‘Pro-Kabaddi League’ telecast by STAR TV. Post this transaction among the existing shareholders, Anand Mahindra, Charu Sharma and Lex & Legal Services Private Ltd and STAR, the latter now owns 74 percent of the shareholding of Mashal Sports. Managing partner Rajiv Luthra and partner Kanchan Sinha led the transaction. Star was advised by AZB & Partners. Luthra and Luthra Law Offices has also advised Mandala Capital Ltd in respect of its investment in Sustainable Agro-Commercial Finance Ltd (SAFL), the first non-banking finance company in the private sector in India. SAFL provides agricultural loans and is owned by Jain Irrigation Systems Ltd, the nation’s second largest entity in field drip irrigation. The transaction involved an investment in the equity shares of SAFL and a further investment in the form of debt towards Tier 2 capital. Partners Kanchan Sinha and Piyush Mishra led the transaction. Maples and Calder has acted as British Virgin Islands counsel to Beijing Capital Polaris Investment Co Ltd in respect of its issue of US$600 million 2.875 percent guaranteed notes due 2018. The notes were unconditionally and irrevocably guaranteed by Beijing Capital Group Co Ltd, a leading conglomerate in the PRC which is primarily engaged in water and environmental protection, infrastructure, real estate and financial services. Partner Jenny Nip led the transaction whilst Linklaters acted as English counsel to the issuer and the guarantor. Clifford Chance acted as English counsel to the joint lead managers and the trustee, which comprised of Australia and New Zealand Banking Group Ltd, Bank of China Ltd, BNP Paribas and the Hongkong and Shanghai Banking Corp Ltd. Maples and Calder has also acted as Cayman Islands counsel to TPK Holding Co Ltd in respect of the offering of 20 million global depositary shares (GDSs) and the issue of US$250 million zero coupon convertible bonds due 2020. The shares are currently listed on the Taiwan Stock Exchange, with each GDS representing one share at a price of US$6.68 per GDS. The GDSs are listed on the Luxembourg Stock Exchange. The closings of the offerings of the GDSs and the bonds are not contingent upon each other. TPK is a leading touch solution provider offering a full suite of touch solutions tailored to different customer requirements. Its technology is integrated into mobile and consumer electronic devices. Of counsel Richard Spooner led the transaction whilst Lee and Li acted as ROC counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers, which comprised of JP Morgan Securities plc, Barclays Bank PLC and The Hongkong and Shanghai Banking Corp Ltd. Norton Rose Fulbright has advised Emirates in respect of a US$913 million sukuk, marking a world first for utilising a UK Export Finance (UKEF)-backed sukuk for an aircraft financing, the first time that a sukuk has been used to pre-fund the acquisition of aircraft and the first ever sukuk financing for A380 aircraft. The proceeds from the issuance of the certificates will be used to fund the acquisition of four Airbus A380-800 aircraft which are expected to be delivered in April, May, June and July 2015. The aircraft will be leased to and operated by Emirates. The approximately US$913 million certificates due 2025 were issued by Khadrawy Ltd and have the benefit of a guarantee by Her Britannic Majesty’s Secretary of State acting by the Export Credits Guarantee Department of the UK Government (ECGD) which currently operates as (UKEF). The certificates, which have a tenor of 10 years, are to be issued pursuant to Regulation S and Rule 144A under the US Securities Act of 1933. They were priced on 25 March 2015 at a profit rate of 2.471 percent (90 basis points over the interpolated mid swap rate). The certificates saw strong demand from global investors, attracting orders exceeding US$3.2 billion and recording an oversubscription of 3.6 times. Citigroup Global Markets Ltd, HSBC Bank plc, JP Morgan Securities plc and National Bank of Abu Dhabi PJSC acted as joint structuring agents and joint lead managers; Abu Dhabi Islamic Bank PJSC, Dubai Islamic Bank, Emirates NBD Capital Ltd and Standard Chartered Bank acted as joint lead managers whilst NCB Capital Company acted as co-lead manager. Dubai partners Mohammed Paracha and Gregory Man and New York partner Sean Corrigan, supported by partners Roy Goldman and David Gillespie (New York), Stephanie Schroepfer (Houston) and Emma Giddings (London), led the transaction. Clifford Chance advised the managers and Citibank as delegate, ECA security trustee and ECA facility agent. Allen & Overy and Hogan Lovells advised ECGD. Norton Rose Fulbright has also advised HKSE-listed China Shanshui Cement Group Ltd, one of the largest producers of clinker and cement in China, in respect of its issuance of US$500 million 7.5 percent notes due 2020. The issuance was underwritten by BOC International, Credit Suisse and Morgan Stanley as joint global coordinators, joint lead managers and joint book-runners. The notes are listed on the HKSE. The estimated net proceeds of the issuance, after deduction of underwriting discounts and commissions and estimated offering expenses, will amount to approximately US$484.44 million. The company intends to use the net proceeds from the notes issue to refinance its existing borrowings and for general corporate purposes. China Shanshui Cement Group, together with its subsidiaries, manufactures and sells cement, clinker and concrete products in the PRC. Hong Kong partners Psyche Tai and Winnie Chan, assisted by banking partner Davide Barzilai, led the transaction whilst Latham & Watkins advised on US law. Shearman & Sterling advised the joint lead managers on US law. Rajah & Tann is acting for Oei Hong Leong in respect of his mandatory conditional cash offer for all the issued and paid-up ordinary shares in the capital of IPC Corp Ltd other than those he already owned, controlled or agreed to acquire. Based on an offer price of S$0.17 (US$0.125) per IPC share, the transaction values IPC at S$145 million (US$106.4m). IPC is engaged in the investment and development of properties, primarily in Asia Pacific and America. The businesses of IPC and its subsidiaries include investment holding, property investment, property development, investing and reselling properties, property consulting and sale and distribution of telecommunication products. Oei Hong Leong is a Singaporean businessman with interests in a range of industries, including property development and property holding. He is the chairman of, among others, Oei Hong Leong Foundation Pte Ltd, Oei Hong Leong Art Museum Ltd and Canadian Metropolitan Properties Corp. He is also a substantial shareholder of two publicly-listed companies in Singapore. Partners Goh Kian Hwee and Lawrence Tan led the transaction which was announced on 1 April 2015 and is yet to be completed. Rajah & Tann has also advised SGX-ST Mainboard-listed Gallant Venture Ltd in respect of its fourth issue of notes under its US$500 million euro medium term note programme. The S$175 million (US$128.4m) 7 percent notes due 2018 were issued on 6 April 2015. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the PRC. The group has operations in the five key areas of automotive, utilities, industrial parks, resort operations and property development. CIMB Bank Berhad, DBS Bank Ltd and UBS AG Singapore Branch acted as joint lead managers and book-runners. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. Rodyk & Davidson is acting for Philadelphia Investments Ltd in respect of the sale of Victory Hill Exhibitions Pte Ltd, an exhibitions development and production company, to SGX-Mainboard listed Cityneon Holdings Ltd. Cityneon will pay S$10 million (US$7.3m) in cash and issue 45 million new shares at S$0.20 (US$0.147) per share to Philadelphia Investments on completion of the sale and will pay a deferred payment of S$2 million (US$1.47m) and additional incentive payments upon Victory Hill Exhibitions’ achieving certain profit targets. Cityneon is proposing a one-for-one non-underwritten renounceable rights issue of 88.53 million new shares at an exercise price of S$0.18 (US$0.132) per share to partially fund the purchase. This will raise up to S$15.1 million (US$11.1m) in net proceeds if all rights are fully subscribed. Victory Hill Exhibitions will acquire the rights to produce and operate the travelling interactive exhibition, Marvel’s The AVENGERS S.T.A.T.I.O.N (Scientific Training and Tactical Intelligence Operative Network). Corporate partner Evelyn Ang, assisted by partner Kenneth Cheow, is leading the transaction. Rodyk & Davidson is also acting for the manager of Cambridge Industrial Trust (CIT) in respect of its acquisition and leaseback of 160A Gul Circle Singapore from Unicable Pte Ltd. The property comprises a single-storey factory and a newly completed four-storey warehouse with a total gross floor area of approximately 7,997 sqm which sits on a site with an area of approximately 8,350.1 sqm. The property was originally part of a bigger plot of land which was subdivided into two land lots. The firm’s team needs to ensure that one land lot is surrendered to JTC before the signing of the sale and purchase agreement for the acquisition of the property, sited on the remaining land lot, could proceed. The main negotiations for this deal was concluded over a period of approximately three weeks, so that CIT can still enjoy the stamp duty remission on the sale and purchase agreement for this deal, as stamp duty remission was not extended by the authorities for REITs beyond 31 March 2015. Real estate partner Norman Ho, supported by partner Ho Soo Lih, led the transaction. Tay & Partners has acted as Malaysian counsel to Amcorp Properties Berhad in respect of its joint venture with an international consortium comprising of Singapore’s Temasek Holdings (Private) Ltd and Hotel Properties Ltd and UK’s Montrose Land and Developments Ltd and Buccleuch Estates Ltd for a redevelopment project of Sampson House and Ludgate House in the heart of London’s South Bank, along River Thames. The estimated gross development value of this project exceeds £1billion (US$1.47b). Partners Tay Beng Chai and Teo Wai Sum led the transaction. Walkers has acted as Cayman Islands counsel to the Standard Chartered Bank in respect of the issuance of US$200 million capped floating rate secured notes due 2018 by the Ocean Whale Funding Ltd. Partner Kristen Kwok led the transaction. Walkers is also acting as Cayman Islands counsel to the special committee of the Board of Directors of Jiayuan.com International Ltd in respect of the proposed take-private of NASDAQ-listed Jiayuan.com International. Partner Denise Wong is leading the transaction. Watson, Farley & Williams Asia Practice has advised SapuraKencana Petroleum Berhad, Malaysia’s largest oil and gas services firm by market capitalisation, in respect of the refinancing of a portion of its existing conventional multi-currency facility borrowings following a US$5.5 billion financing in 2014 to acquire new oil and gas assets and refinance existing facilities. The US$2.3 billion equivalent Islamic facility was structured as a multi-currency commodity murabaha facility and was used to refinance one tranche of the 2014 multi-currency facility, increasing the level of shariah-compliant financing taken out by SapuraKencana and making the company eligible to return to the Securities Commission’s List of Shariah Compliant Securities. Partner Andrew Nimmo led the transaction which is the largest syndicated Islamic facility in the Malaysian market to date. Allen & Overy, led by Singapore-based partner Jason Humphreys with London-based European head of Islamic finance Atif Hanif, advised Maybank Investment Bank as coordinator of a consortium of 11 local, regional and international banks acting as mandated lead arrangers. Weerawong, Chinnavat & Peangpanor has advised SGX-ST-listed Jardine Cycle & Carriage Ltd, a member of the Jardine Matheson Group, in respect of the acquisition of 57.27 million ordinary shares representing approximately 24.9 percent of the issued share capital of Siam City Cement Public Company Ltd, Thailand’s second largest cement manufacturer, from Holcim subsidiary Thai Roc-Cem Ltd for US$615 million. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction. WongPartnership has acted for the lenders in respect of the up to S$1.15 billion (US$844m) loan facilities extended to North Gem Development Pte Ltd and FC North Gem Trustee Pte Ltd, the trustee-manager of North Gem Trust, to, inter alia, finance the purchase of a site located at Yishun and the construction costs of a mixed development (an integrated project featuring a 920-unit condominium, a mall comprising over 500 retail shops and F&B outlets, multiple community facilities and an integrated transport hub) to be constructed thereon in Singapore. Partners Alvin Chia, Tan Beng Lee and Angela Lim led the transaction. WongPartnership has also acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of A-REIT’s S$112 million (US$82.2m) acquisition of The Kendall, located at 50 Science Park Road Singapore 117406, from Singapore Science Park Ltd, a wholly-owned subsidiary of Ascendas Group. Partners Dorothy Marie Ng and Serene Soh led the transaction. Zul Rafique & Partners has advised Maybank Investment Bank Berhad as coordinating bank and agent and 11 domestic, regional and international financiers in respect of the syndicated senior multi-currency Murabahah term facility of up to an equivalent of US$2.3 billion granted to SapuraKencana TMC Sdn Bhd, a wholly-owned subsidiary of SapuraKencana Petroleum Berhad. Partners Kung Suan Im and Celine Rangithan led the transaction which closed in January 2015 and is the largest Islamic facility in Malaysia. |
Deals – April 1, 2015
Allen & Gledhill has advised DBS Bank Ltd and United Overseas Bank Ltd as arrangers, Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent, Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent, Deutsche Bank Luxembourg SA as non-CDP registrar and DB International Trust (Singapore) Ltd as trustee for holders of the notes in respect of the establishment of a S$2 billion (US$1.46b) multicurrency debt issuance programme by Perennial Real Estate Holdings Ltd (PREHL) and Perennial Treasury Pte Ltd (PTPL). Under the programme, PTPL issued S$100 million (US$72.9m) 4.25 percent notes due 2018 unconditionally and irrevocably guaranteed by PREHL. Partners Au Huey Ling, Ong Kangxin, Sunit Chhabra and Daselin Ang led the transaction.
Allen & Gledhill has advised North Gem Trust and North Gem Development Pte Ltd as borrowers and Frasers Centrepoint Ltd as sponsor in respect of the S$1.15 billion (US$838m) facilities to finance the development of Northpoint City, Singapore. Northpoint City is an integrated project featuring a 920-unit condominium, a mall comprising over 500 retail shops and F&B outlets, multiple community facilities and an integrated transport hub. Partner Lim Wei Ting led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has advised in respect of the acquisition of 50.50 percent equity share capital of Halla Visteon Climate Control Corp (HVCC) by Hahn & Co Auto Holdings Co Ltd (HCo) and 19.49 percent equity share capital of HVCC by Hankook Tire Co Ltd from VIHI LLC. The firm led the competition law analysis of the transaction to the filing of the notification form with the Competition Commission of India and ultimately securing an unconditional approval for HCo and Hankook. The notification form was filed pursuant to a share purchase agreement dated 17 December 2014 entered into among HCo, Hankook, Visteon Corp and VIHI LLC. Partner Shweta Shroff Chopra led the transaction which was completed on 5 March 2015. AZB & Partners has advised Star India Private Ltd in respect of the acquisition by The Indian Express Ltd of the trademarks, copyrights and domain names in relation to the ‘Screen’ brand as well as an assignment of content (including the video, audio and audio-visual materials, mages, files, scripts, television programming) under the ‘Screen’ brand in favour of Star India and its affiliates. Partner Shuva Mandal led the transaction which was completed on 20 March 2015. AZB & Partners has also advised Famycare Ltd and its promoters in respect of Mylan Laboratories Ltd’s acquisition from existing Famycare shareholders of 100 percent of the paid up share capital of a Famycare new company which will carry out the female contraceptive business which will be demerged from Famycare. Partner Shuva Mandal also led the transaction which was valued at approximately US$800 million and is yet to be completed. Baker & McKenzie has advised HKSE-listed Sino-Ocean Land Holdings Ltd in respect of its subscription of 40 percent of the equity interest in a joint venture with Nan Fung International Holdings Ltd for the construction and development of residential and related facilities at MTRCL LOHAS Park Package Six Property Development in Tseung Kwan O, Sai Kung, Hong Kong. Sino-Ocean Land will contribute approximately HK$1.34 billion (US$172.8m) to the joint venture upon completion of the subscription. Sino-Ocean Land is a leading property developer in Beijing and the Pan-Bohai Rim. The transaction allows Sino-Ocean Land to engage in the property development industry in Hong Kong. Nan Fung holds approximately 20.4 percent of the issued share capital of Sino-Ocean Land. Corporate partner Christina Lee, assisted by real estate partner Edmond Chan, led the transaction. Clifford Chance has advised Actis in respect of the sale of Teknicast Sdn Bhd and its shareholding in PT Teknicast Indonesia by its portfolio company, Teknicast Holdings Sdn Bhd, to a leading investment management firm based in Asia. Teknicast, based in Malaysia, is a leading manufacturer of complex, premium aluminium die-cast components for the flow control, textile machinery and specialised industrial automation sectors. With a 30 year history, the company exports to global blue chip customers in key locations across the globe. Actis is a global pan-emerging private equity firm with US$6.5 billion managed in 68 companies around the world. Partner Melissa Ng led the transaction. Deacons is acting as Hong Kong counsel for Japanese pachinko-hall operator Niraku GC Holdings in respect of its global offering and Main Board listing in Hong Kong. This follows the successful debut of Dynam Japan Holdings, the first Japanese pachinko-hall operator to obtain a primary listing in 2012 on the local bourse. The firm also counselled Dynam Japan Holdings on that transaction. Niraku GC is headquartered in Fukushima Prefecture with operations focused in Northeast Honshu, Japan. In 2013, it was the fourth largest pachinko-hall operator based on gross pay-ins. The company’s HK$384 million (US$49.5m) IPO was launched on 24 March 2015 and expects to list on the HKSE on 8 April 2015. If successfully listed, Niraku GC will be the second Japanese pachinko-hall operator with a primary listing in Hong Kong. Corporate finance practice group head Ronny Chow led the transaction. Shenyin Wanguo Capital (HK) Ltd, the sole sponsor, was advised by Paul Hastings on Hong Kong law. Gide Vietnam has advised Limagrain / Vilmorin & Cie in respect of the acquisition of Vietnamese corporation Tropdicorp, one of the three Vietnamese companies that cover half of the local market. Vilmorin & Cie is the fourth largest seed company in the world and is part of Limagrain, an international agricultural cooperative group specialising in seeds, vegetable seeds and cereal products. The acquisition will make Vilmorin & Cie one of the key players in Vietnam, an emerging and key market for vegetable seeds. Vietnam practice head Nasir PKM Abdul led the transaction. Howse Williams Bowers has acted as Hong Kong counsel for Haitong International Securities Company Ltd, Kingston Securities Ltd and UOB Kay Hian (Hong Kong) Ltd as the placing agents in respect of Kong Sun Holdings Ltd’s HK$376 million (US$48.5m) placing of shares. Kong Sun is principally engaged in properties investment, manufacturing and sale of life-like plants, securities investment and investment in and operation of photovoltaic power plants in the PRC. Corporate partner Brian Ho led the transaction. J Sagar Associates has acted as domestic counsel to Lodha Developers International Ltd in respect of its issue of US$200 million 12 percent senior notes due 2020 guaranteed by, among others, Lodha Developers Private Ltd. Partners Berjis Desai and Kaushik Mukherjee led the transaction whilst Jones Day and C&A Law also advised the issuer. Amarchand & Mangaldas & Suresh A Shroff & Co and Latham & Watkins advised the lead managers. J Sagar Associates has also advised Canadian real estate company Brookfield Asset Management in respect of its acquisition of 40 percent stake in six SEZs and IT parks in Gurgaon, Noida and Kolkata. Earlier, the firm had advised Brookfield in its acquisition of Candor Investments Ltd, a wholly-owned subsidiary of Unitech Corporate Parks Plc (UCP), which owned 60 percent stake in these SEZs and IT parks. The transaction with UCP was completed late last year. Partners Akshay Chudasama and Jay Gandhi led the transaction whilst Linklaters acted as foreign counsel. Khaitan & Co has advised IPCA Laboratories Ltd in respect of obtaining Foreign Investment Promotion Board approval for increase in aggregate limit of investment by Securities and Exchange Board of India-registered foreign institutional investors and their sub-accounts in the equity share capital of IPCA Laboratories under the Portfolio Investment Scheme to up to 35 percent of the equity share capital for approximately US$143.5 million. IPCA Laboratories is a fully-integrated Indian pharmaceutical company manufacturing over 350 formulations and 80 APIs for various therapeutic segments. Partner Sharad Vaid led the transaction. Khaitan & Co has advised Sun Pharmaceutical Industries Ltd (Sun Pharma) in respect of the sale of seven products of Sun Pharma and Ranbaxy Laboratories Ltd to Emcure Pharmaceuticals Ltd. As per the Competition Commission of India (CCI) order dated 5 December 2014, the merger of Ranbaxy with Sun Pharma was approved conditionally and the parties were directed to divest seven products which were to be transferred to an approved purchaser in order to create a viable, effective, independent and long term competitor in the relevant markets. Emcure is purchasing all the divestment products from the parties. Sun Pharma is an international, integrated, specialty pharmaceutical company. This is the first divestment of assets in India which is pursuant to an order of the CCI. Partner Avaantika Kakkar led the transaction. Luthra & Luthra has acted as sole counsel for Yes Bank Ltd in respect of its a rupee term loan facility extended to Dalmia Cement East Ltd. The financing will be used for refinancing part of the existing loans and for capex requirements of the company. Partner Piyush Mishra led the transaction. Norton Rose Fulbright has advised The Bank of New York Mellon as delegate trustee in respect of Petroliam Nasional Berhad’s (Petronas) US$1.25 billion sukuk offering. The issue was the Malaysian state-owned energy group’s first after a hiatus of almost six years and also represents part of Asia’s second largest corporate dollar bond. The five-year 144A/Regulation S sukuk al-wakalah offering was part of a total US$5 billion issue, which included three tranches of conventional US dollar bonds under Petronas’ GMTN programme and was settled through the New York clearing system, the Depository Trust Company. Singapore-based of counsel Vicky Jones led the transaction. Milbank acted for the joint active book-runners and joint passive book-runners, comprised of Merrill Lynch, CIMB Investment Bank, Citigroup, JP Morgan, Morgan Stanley, Deutsche Bank, HSBC, Maybank and Mitsubishi UFJ Securities. Cleary Gottlieb Steen & Hamilton acted for the issuer. Adnan Sundra & Low and Kadir Adndri & Partners provided Malaysian law advice. Norton Rose Fulbright has also advised HKSE-listed China Overseas Land & Investment Ltd in respect of its acquisition of a property portfolio from China State Construction Engineering Corp Ltd. The property portfolio comprises of property projects located in Beijing, Shanghai, Tianjin, Chongqing, Suzhou, Chengdu, Xian, Urumqi, Changsha, Weifang and Zibo in the People’s Republic of China and London in the United Kingdom. The consideration for the acquisition, together with the amount of the loans to be assumed by the company upon completion, is HK$42.8 billion (US$5.5b). As a packaged deal, China Overseas Land & Investment has also agreed to issue approximately 1.7 billion new shares to China Overseas Holdings Ltd for the same consideration. China State Construction Engineering is a company incorporated in the PRC, the shares of which are listed on the Shanghai Stock Exchange. Rajah & Tann is advising United Overseas Bank Ltd (UOB) in respect of its recommended voluntary conditional cash offer to acquire all the ordinary shares in the capital of Far Eastern Bank Ltd (FEB) other than those already held by UOB. The offer was jointly announced by UOB and FEB as a recommended offer, i.e. the offer is recommended at the outset by the independent financial adviser appointed by FEB. UOB owns 78.88 percent of the shares in FEB and is making the offer with a view to privatising FEB. The offer values FEB at S$351.04 million (US$255.8m) based on the offer price of S$3.51 (US$2.56) per FEB share. The offer will be conditional upon UOB having received, by the close of the offer, valid acceptances in respect of not less than 90 percent of the offer shares. In connection with the offer, UOB had obtained irrevocable undertakings from certain shareholders of FEB to, inter alia, accept the offer in respect of FEB shares held by them, representing an aggregate of approximately 5.39 percent of the total number of issued FEB shares. UOB is listed on the Main Board of the SGX-ST. It provides a wide range of financial services through its global network of branches, offices, subsidiaries and associates. FEB is a banking subsidiary of UOB and offers commercial banking and financial services. Partners Goh Kian Hwee, Lawrence Tan, Serene Yeo and Soh Chai Lih are leading the transaction which was announced on 11 March 2015 and is yet to be completed. Shook Lin & Bok has acted for International Healthway Corp Ltd in respect of the establishment of S$500 million (US$364m) multicurrrency medium term note programme and the issuance of S$50 million (US$36.4m) 6 percent notes due 2018 under its S$500 million (US$364m) multicurrency medium term note programme. Partners Marilyn See and Lian Shueh Min led the transaction. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Ekuiti Nasional Berhad in respect of its acquisition, through its subsidiary Ilmu Education Group Sdn Bhd, of a 70 percent stake in Tenby Educare Sdn Bhd from Bonanza Ventures Holdings Sdn Bhd for a total purchase consideration of RM70 million (US$19m). Partner Munir Abdul Aziz led the transaction. WongPartnership has acted for Food Delivery Holding Sàrl, a vehicle of the Foodpanda group and a portfolio company of Rocket Internet, in respect of the acquisition of the Food Runner group, an operator of online food delivery businesses. Partners Teo Hsiao-Huey and Lam Chung Nian led the transaction. WongPartnership is also acting for Hoe Leong Corp Ltd in respect of the proposed disposal of its interests in the Semua International Sdn Bhd group of companies. Partner Ong Sin Wei is leading the transaction. |
Deals – March 25, 2015
Allens has advised agribusiness company Australian Food & Fibre Ltd in respect of the sale of its entire interest in Australian cotton operation Bengerang to ASX-listed Webster Ltd. The transaction, which attributes an equity value of A$124 million (US$97.67m) to Bengerang, was announced concurrently with a takeover by Webster to acquire Tandou Ltd. Upon completion of the Bengerang transaction and assuming 100 percent of the shares in Tandou are acquired, Webster will have a net asset value of approximately A$540 million (US$425.34m). Partner Julian Donnan led the transaction.
Allens has also advised Infrastructure Capital Group (ICG) as financial and ratings adviser in respect of Hallett Hill No.2 Wind Farm’s A$205 million (US$161.7m) issue in the US Private Placement (USPP) market. The transaction is groundbreaking, as Hallett Hill is the first Australian wind farm to issue in the USPP market. Funds from the USPP issuance will be used to refinance Hallett Hill’s current senior debt facility. Funding will occur on 27 May 2015. Hallett Hill, a 71MW, 34 turbine, wind farm located near Mt Bryan in South Australia, has been operational since 2009 and is wholly-owned by the Energy Infrastructure Trust, which is managed by ICG. Partner Michael Ryan led the transaction, working alongside US law firm Sidley Austin. Amarchand & Mangaldas & Suresh A Shroff & Co has acted as the sole advisor to NTPC Ltd in respect of its issue of secured, non-cumulative, non-convertible, redeemable, taxable, fully paid-up bonus debentures, based on a debenture entitlement ratio of 1:1, having face value of INR12.5 (US$0.20) each out of free reserves of the company to its shareholders through a Scheme of Arrangement in terms of Section 391 to 394 of the Companies Act 1956. The transaction represents the first bonus debenture issue by a government company and is the largest issue in terms of deal size for any bonus debenture issue so far in India. NTPC being a government company, the Scheme of Arrangement has been approved by the Ministry of Corporate Affairs on 2 March 2015. Partners Kalpataru Tripathy, Anirudh Das and Prashant Gupta led the transaction which was valued at INR10,306 crores (US$1.66b). Appleby has acted as Cayman counsel for ICO Group Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 18 March 2015, with gross proceeds of approximately HK$100 million (US$12.9m). Majority of the proceeds will be used for purchasing new office space and renovating existing offices, as well as for strategic business growth through merger, acquisition or business collaboration. ICO Group is a Hong Kong-based IT service provider offering application and solution development, secondment services, maintenance and support, and IT infrastructure solutions. Hong Kong corporate partner Judy Lee led the transaction whilst Tso Au Yim & Yeung Solicitors and Zhong Lun Law Firm advised as to Hong Kong law and PRC law, respectively. Fairbairn Catley Low & Kong advised the sponsor and the underwriter as to Hong Kong law. AZB & Partners has advised Jasper Infotech Private Ltd in respect of its acquisition of a minority shareholding in Quickdel Logistics Private Ltd. Partner Srinath Dasari led the transaction which was completed on 27 February 2015. Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd, in respect of the INR2.05 billion (US$32.87m) financial assistance to Azure Clean Energy Private Ltd for part financing the cost of implementing the 40 MW grid-connected solar photovoltaic power project at Villages Nandia Kalan and Hardhani, Tehsil Bawri, District Jodhpur, State of Rajasthan. The consortium comprised of Indian Renewable Energy Development Agency Ltd, India Infrastructure Finance Company Ltd and International Finance Corp. Associate partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised IFCI Ltd, owned and controlled by the Government of India, and the lead managers in respect IFCI’s Tranche-II of the public issue of secured, redeemable, non-convertible debentures aggregating up to the residual shelf limit of approximately INR7.9 billion (US$126.7m). The Tranche-II issue was subscribed three times. The base issue size was INR2.5 billion (US$40.1m) with an option to retain over-subscription up to the residual shelf limit of approximately INR7.9 billion (US$126.7m). The issue was closed on 4 February 2015. SBI Capital Markets Ltd, A K Capital Services Ltd, Edelweiss Financial Services Ltd and RR Investors Capital Services Private Ltd acted as the lead managers to the public issue. Associate partner Girish Rawat also led the transaction. J Sagar Associates has advised PVR Ltd in respect of its recently concluded purchase of the entire equity and preference share capital held by L Capital Eco Ltd (L Cap) in PVR Leisure Ltd. L Cap is a Mauritius-based subsidiary of L Capital Asia, the private equity fund sponsored by the LVMH Group. PVR Leisure is a holding company for the restaurant and bowling alley businesses of PVR. L Cap had invested in PVR Leisure in 2012, after the Foreign Investment Promotion Board had approved the investment. Partner Sidharrth Shankar led the transaction which was completed on 5 March 2015. L Cap was represented by AZB & Partners led by partner Vinati Kastia. J Sagar Associates has also advised Ireland-registered Felix Pharmaceuticals Pvt Ltd in respect of a Series A fund raising exercise. The investment, which was primarily in the form of convertible debentures, was made by a Europe-based Family Office and other co-investors, through entities based out of the USA and the UK. The investment will be used to develop niche generic pharmaceutical products for sale globally. Partner Sidharrth Shankar also led the transaction. Khaitan & Co has advised Nissin Foods Holdings Co Ltd Japan and Indo Nissin Foods Ltd in respect of the India leg of its strategic alliance with Mitsubishi Corp Japan, pursuant to which Mitsubishi would hold a 34 percent voting interest in Nissin Foods’s local instant noodle operations in Singapore, India, Thailand and Vietnam. Established in 1948, Nissin Foods with a capital of 25.12 billion yen (US$210m) produces instant ramen, chilled noodles, frozen foods and sweets, cereals, lactic acid beverages and a range of other products. With overseas activities expanding in recent years, Nissin Foods is rapidly growing as a global company. Indo Nissin Foods, a subsidiary of Nissin Foods, was incorporated in 1988 and is committed to developing brands that communicate the wholesome taste, satisfaction and fun of instant noodles, along with food safety and customer enjoyment. Partner Zakir Merchant led the transaction. Khaitan & Co has also advised Avantha Power & Infrastructure Ltd, the parent company of Korba West Power Company Ltd, in respect of the 100 percent acquisition of Korba West Power Company by Adani Power Ltd from Avantha Power & Infrastructure at an enterprise value of approximately US$677 million. With the closure of this deal, Adani Power will become one of the largest private sector power utility in India. Avantha Power Ltd, part of the Avantha Group, is an established power generation company with 1,226 MW of operational capacity, 1,260 MW of generating capacity under various stages of construction and another 1,320 MW of generating capacity under planning. Partner Amitabh Sharma and associate partner Dibyanshu Sinha led the transaction. Latham & Watkins has advised Takween Advanced Industries in respect of its SAR1.3 billion (US$346.7m) Murabaha financing facility arranged by a syndicate of banks, including Arab Bank, Samba Financial Group and Bank AlBilad. Proceeds will be used to fund the SAR910 million (US$242.64m) purchase price and loans of Savola Packaging Company, a leading packaging company in Saudi Arabia and major producer of PET packaging products, and its subsidiaries, to pay the fees and costs of the facilities, and to finance Takween’s working capital. The acquisition is representative of Takween’s expansion aspirations and is expected to contribute significantly to its financial growth. Takween specializes in the production of plastic packaging solutions for the Kingdom of Saudi Arabia and the Middle East. The firm advised on both its acquisition of Savola and associated Murabaha financing facility. Riyadh office managing partner Salman Al-Sudairi led the transaction. Maples and Calder has acted as Cayman Islands counsel to Cheung Kong (Holdings) Ltd and CK Hutchison Holdings Ltd in respect of the change of the holding company of the Cheung Kong group from Cheung Kong (Holdings) Ltd, a company incorporated in Hong Kong, to CK Hutchison Holdings Ltd, an exempted company incorporated in the Cayman Islands. The reorganisation aims to provide greater flexibility for making distributions to shareholders. A Hong Kong company may only make distributions to shareholders out of its profits available for distribution, whereas a Cayman Islands company may make distributions out of profits and share premium account. Simultaneously with the withdrawal of the listing of the shares of Cheung Kong (Holdings) Ltd, shares of CK Hutchison Holdings Ltd were listed on the main board of the HKSE by way of introduction on 18 March 2015. Partner Mark Western led the transaction whilst Woo Kwan Lee & Lo acted as Hong Kong counsel. HSBC, the financial adviser to Cheung Kong, was advised by Linklaters. Maples and Calder is also acting as Cayman Islands counsel to Cowell e Holdings Inc in respect of its IPO and listing of 208 million shares on the HKSE, which is expected to close on 31 March 2015. The maximum offer price of the shares is HK$5.75 (US$0.74) and the offering is expected to raise approximately HK$1.2 billion (US$154.7m). Cowell is a major supplier of camera modules for mobile devices and is primarily engaged in the design, development, manufacture and sale of a variety of camera modules for smartphones, multimedia tablets and other mobile devices. Morgan Stanley acted as the sole sponsor. Partner Greg Knowles is leading the transaction whilst Cleary Gottlieb Steen and Hamilton (Hong Kong) are acting as Hong Kong and US counsel. Shearman & Sterling is acting as Hong Kong and US counsel to the underwriters. Minter Ellison has advised TPG Telecom in respect of its proposed takeover of iiNet by way of a recommended scheme of arrangement. The cash consideration of A$8.60 (US$6.77) per share values iiNet at approximately A$1.4 billion (US$1.1b). TPG Telecom provides a diverse range of communication services to residential users, SMEs, government, large corporate enterprises and wholesale customers. Its acquisition of iiNet, Australia’s second largest DSL Internet Service Provider, increases TPG’s broadband subscriber base to more than 1.7 million customers and deliver scale benefits in an NBN environment. A meeting of iiNet shareholders to approve the takeover by scheme is expected to be held in June. Deals chair Costas Condoleon, supported by partners Katrina Groshinski and John Mosley, led the transaction. K&L Gates, led by partner Simon Salter, acted for iiNet. Norton Rose Fulbright has advised HSBC as the sole placing agent in respect of the HK$1.15 billion (US$148m) top-up placing of 500 million shares in Xinyi Solar Holdings Ltd. The net proceeds from the transaction are intended to be used as capital expenditure of solar farm projects and solar glass production plant in Malaysia and general working capital of the Xinyi Solar Group. HKSE Main Board-listed and China-based Xinyi Solar is one of the largest solar PV glass manufacturers in the world. HKSE Main Board-listed Xinyi Glass is one of the substantial shareholders of Xinyi Solar. The transaction involves a placing agreement between Xinyi Group (Glass) Company Ltd (as vendor), Xinyi Solar, Xinyi Glass Holdings Ltd (as guarantor of the vendor) and HSBC (as placing agent), and a subscription agreement between the Xinyi Group (Glass) Company as subscriber and Xinyi Solar as issuer in relation the issuance of new shares equivalent to the number of the placing shares. The Xinyi Group (Glass) Company is an indirectly wholly-owned subsidiary of Xinyi Glass Holdings, the guarantor in the transaction. The top-up subscription also constituted a discloseable transaction of Xinyi Glass Holdings under the Listing Rules. Partner Psyche Tai led the transaction. Rajah & Tann is advising CITIC Ltd and its affiliates and CKM (Cayman) Company Ltd in respect of CKM’s approximately S$1.9 billion (US$1.4b) voluntary conditional cash offer 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, engineering contracting, and other businesses in the PRC and overseas. 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. SGX-ST-listed United Envirotech 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. Partners Danny Lim and Bernia Tan are leading the transaction which was announced on 12 November 2014 and is yet to be completed. Sidley Austin is advising leading Chinese food and beverage producer Tingyi Holding Corp in respect of its agreement, announced on 18 March 2015, with Starbucks to manufacture and expand the distribution of Starbucks ready-to-drink (RTD) products throughout mainland China. Starbucks will provide coffee expertise, brand development and future product innovation whilst Tingyi will manufacture and sell Starbucks RTD portfolio in China. The RTD coffee and energy category is a US$6 billion business and is projected to grow by 20 percent over the next three years. The agreement leverages the respective strengths of Starbucks and Tingyi to bring the entire Starbucks RTD portfolio to customers in China as well as the ability to innovate, specifically for the China market. China is Starbucks’ fastest growing market outside the US. WongPartnership is acting for Temasek Holdings (Private) Ltd in respect of a joint development with the Singapore Tourism Board to rejuvenate Mandai to create an integrated wildlife and nature heritage precinct. Phase one of the development is expected to cost up to S$1.3 billion (US$951.4m). Joint managing partner Ng Wai King and partners Mark Choy, Milton Toon, Dorothy Marie Ng, Tan Teck Howe, Lam Chung Nian, Ian de Vaz and Linda Low are leading the transaction. WongPartnership has also acted for DBS Bank Ltd and Keppel REIT in respect of the issuance of S$50 million (US$36.6m) 3.15 percent notes due 2022 pursuant to the S$1 billion (US$731.8m) multicurrency medium term note programme established by Keppel REIT MTN Pte Ltd. Partner Trevor Chuan led the transaction. |
Deals – March 18, 2015
Allen & Gledhill has advised Neptune Orient Lines Ltd in respect of the US$1.2 billion sale of its logistics business, APL Logistics Ltd, to Kintetsu World Express Inc, subject to customary completion adjustments. Partners Prawiro Widjaja, Tham Kok Leong and Lim Pek Bur led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, Maybank Kim Eng Securities Pte Ltd as joint global coordinators and, together with Australia and New Zealand Banking Corp Ltd, Deutsche Bank AG Singapore Branch, Oversea-Chinese Banking Corp Ltd, Standard Chartered Bank and United Overseas Bank Ltd, as joint lead managers and book-runners, in respect of the issue of S$700 million (US$504m) 5 percent subordinated perpetual securities by FCL Treasury Pte Ltd under its S$3 billion (US$2.16b) multicurrency debt issuance programme. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction which is the first perpetual securities deal in Singapore in 2015. Amarchand Mangaldas has advised the Board of Control for Cricket in India (BCCI) in respect of an appeal before the Competition Appellate Tribunal (COMPAT) on an order by the Competition Commission of India (CCI) imposing a INR52.24 crores (US$8.3m) penalty against BCCI for abusing its dominant position under Section 4 of the Competition Act 2002. On 23 February 2015, the COMPAT set aside the CCI’s order for violation of principles of natural justice during its investigation process and at the time of hearing. The COMPAT remitted the matter to the CCI for fresh disposal in accordance with law. Managing partner Cyril Shroff and competition partner Nisha Kaur Uberoi led the transaction. Appleby has acted as Cayman counsel to KTL International Holdings Group Ltd in respect of its IPO which listed on the HKSE on 11 March 2015 and raised approximately HK$73 million (US$9.4m). Majority of the proceeds will be used to fit out and decorate Yuwotou Premises (a property based in Guangzhou, China), as well as to purchase raw materials, including diamonds. KTL International is an integrated fine jewellery provider and an original design manufacturer in Hong Kong engaged in designing, manufacturing and exporting fine jewelleries to jewellery wholesalers and retailers. Hong Kong corporate partner Judy Lee led the transaction. AZB & Partners is advising Centerbridge Partners LP and certain co-investors in respect of their acquisition of 100 percent of the share capital of Senvion SE, a wholly-owned subsidiary of Suzlon Energy Ltd, and its direct and indirect subsidiaries, together with certain structured earn out provisions. Partners Shuva Mandal and Bhavi Sanghvi are leading the transaction which was announced on 22 January 2015 and is valued at approximately US$1.2 billion. Cadwalader, Wickersham & Taft has acted as Hong Kong counsel for Suchuang Gas Corp Ltd in respect of its US$54 million IPO which listed on the HKSE on 11 March 2015. BNP Paribas, Haitong International and CIMB were the underwriters to the issue. Suchuang Gas is a dominant piped natural gas operator in Taicang, Jiangsu Province with an exclusive right to sell and transmit piped natural gas to users. The net proceeds of the listing were approximately HK$452 million (US$58.2m). Majority of the proceeds will be used for the expansion of Suchuang Gas’ pipeline network and the sale of natural gas to customers, the acquisition of CNG and LNG refuelling stations from Suzhou Suling Automobile Service, and the construction of additional refuelling stations. Capital markets partners Joseph Lee and David Neuville led the transaction whilst Appleby, led by Hong Kong corporate partner Judy Lee, acted as Cayman counsel. Clayton Utz has advised the New South Wales State Government in respect of the financial closing of the A$2.9 billion (US$2.2b) NorthConnex project which will develop nine-kilometre tolled twin tunnels which will link the M1 Pacific Motorway at Wahroonga to the Hills M2 Motorway at West Pennant Hills. As the State’s new major freight route, the motorway is expected to significantly reduce congestion and shorten travel times. The project marks the first time a major transport infrastructure project will be delivered under the NSW State Government’s unsolicited proposals process. The innovative procurement method is designed to encourage private sector engagement and investment in improving infrastructure and services. Sydney-based major projects partner Stuart Cosgriff led the transaction. Clayton Utz has also acted as Australian counsel to Silicon Valley-based venture capital firm Accel Partners in respect of its NZ$132.9 million (US$98m) strategic investment in Xero Ltd, an NZ and ASX-listed software company that develops cloud-based accounting software. Accel Partners is known for being an early stage funder of a range of start-up and growth tech businesses, including Atlassian, Campaign Monitor, Capital Access Network, Dropbox, Etsy, Facebook, Invoice2Go, OzForex, 99designs and Spotify. Corporate partner Jonathan Algar led the transaction whilst Simpson Grierson, led by corporate partner Michael Pollard, acted as NZ counsel. The transaction was completed on 13 March 2015. Clifford Chance has advised HSBC and ING as the lead managers in respect of the inaugural dim sum bond issued by TMB Bank Public Company Ltd, one of the largest retail banks in Thailand. The deal represents the first RMB denominated bond issued by and the first international bond issued from a Thai issuer so far this year. Hong Kong partner Matt Fairclough led the transaction with Bangkok counsel Doungporn Prasertsomsuk. Clifford Chance has also advised NWS Holdings Ltd in respect of its acquisition of a 40 percent stake in Goshawk Aviation for US$222.5 million in cash. Goshawk is a joint venture with Chow Tai Fook Enterprises Ltd and Investec Bank plc, which is engaged in commercial aircraft leasing. It has a portfolio of 27 aircraft leased to various airlines across the world. NWS is the infrastructure and service flagship of New World Development Company Ltd. It operates businesses in Hong Kong, Mainland China and Macau. Its infrastructure portfolio includes roads, energy, water and ports and logistics projects and its services are comprised of facilities management, construction and transport and strategic investments. Partner Cherry Chan, supported by Singapore partner Simon Briscoe, led the transaction. Davis Polk has advised the initial purchasers in respect of a US$280 million Regulation S only offering by Times Property Holdings Ltd of its 11.45 percent senior notes due 2020. Headquartered in Guangzhou, HKSE-listed Times Property Holdings is one of the leading property developers in Guangdong Province, focusing on the development of mid-market to high-end residential properties. The net proceeds from the notes issuance will be used to finance existing and new property development projects and to refinance existing debt. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. Times Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby, led by Hong Kong corporate partner Judy Lee, as to Cayman Islands and British Virgin Islands laws. DFDL has acted as lead counsel to TSX-listed Pan Orient Energy Corp in respect of the sale of a 50 percent equity interest in its Bermuda subsidiary Pan Orient Energy (Siam) Ltd to a wholly-owned subsidiary of Sea Oil Public Company Ltd of Thailand for a cash price of US$42.5 million, including a working capital adjustment of US$2.4 million. Pan Orient Energy (Siam) holds Pan Orient’s 100 percent interest in Concession L53/48 in Thailand. Sea Oil is an offshore oil and gas industry company which has been listed on the Stock Exchange of Thailand since 2013. Sea Oil is among the largest independent operators of petroleum and chemical tankers in Thailand and also provides oil floating storage and trading services. Its majority shareholder is Thai conglomerate Nathalin Group which has investments in wind farms, solar energy and power plants. Pan Orient is a Canada-based oil and gas exploration and production company with operations in Thailand, Indonesia and in Western Canada. Partner Angus Mitchell, head of the oil and gas division, led the transaction which closed on 2 February 2015. Deacons has acted for China Everbright Capital Ltd, as the sole sponsor, and the underwriters in respect of the global offering and Main Board H-share listing of Beijing Chunlizhengda Medical Instruments Co Ltd in the HKSE. Beijing Chunlizhengda is a well-established orthopaedic medical device company in China. It focuses on the research and development, production and sales of implantable orthopaedic medical devices which include joint prosthesis and spinal products. It was expected to list on the Main Board of the HKSE on 11 March 2015 and raise up to HK$235 million (US$30.3m), subject to the over-allotment option. Partners Sabrina Fung and Kelvan Cheung from the corporate finance practice group led the transaction whilst Commerce & Finance Law Offices advised as to PRC law. Boughton Peterson Yang Anderson, in association with Zhong Lun Law Firm, advised the issuer as to Hong Kong law whilst V & T Law Firm advised on PRC law. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has assisted Indonesia Eximbank, PT Bank CIMB Niaga Tbk, PT Bank Permata Tbk and PT Bank QNB Indonesia Tbk in respect of the US$250.5 million multiple syndicated financing facilities extended to PT Indoferro, an Indonesian iron and steel mill company. Partner Indri Pramitaswari (Mita) Guritno led the transaction. J Sagar Associates has acted as Indian counsel whilst Herbert Smith Freehills acted as lead counsel to Reliance Infrastructure Ltd and its subsidiary Reliance Defence Systems Private Ltd in respect of the acquisition of up to 25.1 percent shareholding in Pipavav Defence and Offshore Engineering Company Ltd from its promoters, the SKIL Group. Pipavav Defence is engaged, inter-alia, in the design and development of defence equipment and commercial ship building and repair. Completion of the transaction is subject to fulfilment of certain conditions, including receipt of regulatory approvals, and completion of the mandatory open offer for the shares of Pipavav Defence by Reliance Infrastructure and Reliance Defence. M&A partners Sandeep Mehta and Rajesh Pal and securities partners Somasekhar Sundaresan and Vikram Raghani led the transaction. Pipavav Defence was advised by K Law and Crawford Bayley. J Sagar Associates has also advised PepsiCo India Holdings Private Ltd in respect of the transfer on a slump sale basis of its four company-owned bottling plants and two co-packing units spread across Uttar Pradesh, Haryana, Chandigarh, Uttaranchal, Himachal Pradesh and Punjab to its franchisee bottling partner Varun Beverages Ltd (VBL). Pursuant to this deal, VBL owns 13 PepsiCo bottling plants. With this deal, PepsiCo’s entire north and east India bottling operations, except for Bihar, stands transferred to VBL. The deal involved an approval from the Competition Commission of India. Partner Nitesh Bhasin, supported by chairman and founder Jyoti Sagar, led the transaction. VBL was advised by Dua Associates. Khaitan & Co has advised Dewan Housing Finance Corporation Ltd, India’s second largest private housing finance company, in respect of its approximately US$130 million qualified institutions placement. Partner Abhimanyu Bhattacharya led the transaction. Khaitan & Co has also advised Seebach GmbH Germany in respect of the termination of its joint venture with Brueckner Holding GmbH in the JV company Brueckner Seebach Filter Solutions India Pvt Ltd. Partner Rabindra Jhunjhunwala and associate partners Niren Patel and Kumar Saurabh Singh led the transaction. Latham & Watkins has advised on HKBN’s (Hong Kong Broadband Network) IPO and global offering which commenced trading on the Main Board of the HKSE on 12 March 2015. HKBN is Hong Kong’s largest provider of residential fibre broadband services by number of residential subscriptions. The global offering initially consists of approximately 645 million shares, sold through the international offering and the Hong Kong public offer, at a price of HK$9.00 (US$1.16) per share, subject to the over-allotment option. The underwriters have an over-allotment option to purchase up to approximately 96.7 million shares, representing approximately 15 percent of the base offering size. The IPO values the company at HK$9 billion (US$1.16b) and is set to raise HK$5.8 billion (US$747m). Hong Kong partners William Woo, Cathy Yeung and Eugene Lee led the transaction. Sullivan & Cromwell is representing Sompo Japan Nipponkoa Holdings Inc in respect of its equity method investment in SCOR (France), including an agreement to acquire Patinex AG’s (Switzerland) entire holding in SCOR. Corporate partners Keiji Hatano (Tokyo), Olivier de Vilmorin (Paris), William D Torchiana (Paris) and Ben Perry (London) and antitrust partner Juan Rodriguez (London) are leading the transaction which was announced on 6 March 2015. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has acted for the individual shareholders, the owners of Drex-Chem (M) Sdn Bhd (DCM) and DCM Personal Care Sdn Bhd (DCMP), in respect of the sale of their entire issued and paid up share capital in DCM and DCMP to Singapore-based private equity firm Riverside Asia Partners Pte Ltd for approximately RM80 million (US$21.6m). Partners Brian Chia and Stephanie Phua led the transaction. WongPartnership has acted for FCL Treasury Pte Ltd (FCLT) and Frasers Centrepoint Ltd in respect of FCLT’s issuance of S$700 million (US$504m) 5 percent subordinated perpetual capital securities under its S$3 billion (US$2.16b) multicurrency debt issuance programme. Partner Goh Gin Nee led the transaction. WongPartnership is also acting for Boustead Projects in respect of the development and lease of GlaxosmithKline’s new global headquarters for Asia in Singapore located at the one-north business park in the Rochester Park area, which is the inaugural development under the Boustead Development Partnership that was formed with the Abu Dhabi Investment Council, a sovereign wealth fund in the Middle East, to develop and redevelop modern logistics and high quality industrial facilities in Singapore. Partners Tan Teck Howe and Vivien Yui are leading the transaction. |
Deals – March 11, 2015
AZB & Partners has advised Asian Paints Ltd in respect of the acquisition by its wholly-owned subsidiary Berger International Ltd Singapore of a 51 percent stake in Kadisco Paint and Adhesive Industry Share Company. Partner Alka Nalavadi led the transaction which was completed on February 2015 and was valued at approximately US$19 million.
AZB & Partners has also advised DB Power Ltd in respect of an agreement under which India Infrastructure Fund II will acquire an approximately 15 percent stake in DB Power. The first tranche of the investment was completed on 21 January 2015. Partner Anil Kasturi led the transaction which was valued at approximately US$81 million. Baker & McKenzie is advising NYSE-listed Nord Anglia Education (NAE) in respect of its agreement with the British International Schools Group Vietnam (BIS Vietnam) to join NAE’s network of schools. BIS Vietnam comprises four premium schools, including The British International School, the flagship school founded in Ho Chi Minh City in 2000. The three other schools are the British Vietnamese International School (Ho Chi Minh City), the British International School (Hanoi) and the British Vietnamese International School (Hanoi), which were founded in 2011, 2012 and 2013, respectively. NAE is the world’s leading premium schools organization. The addition of BIS Vietnam will expand NAE’s global network to a total of 35 international schools providing education to over 23,600 students across 14 countries. Hong Kong corporate partner Tracy Wut is leading the transaction. Baker & McKenzie is also advising Sun Pharmaceutical Industries Ltd (Sun Pharma) in respect of its acquisition of GlaxoSmithKline (GSK)’s opiates business in Australia. Sun Pharma and GSK announced on 3 March 2015 that their respective wholly-owned subsidiaries have reached an agreement under which the current GSK opiates business, including related manufacturing sites in Latrobe (Tasmania) and Port Fairy (Victoria) and its portfolio of opiates products along with inventory, will transfer to a subsidiary of Sun Pharma. The product portfolio consists of poppy-derived opiate raw materials that are primarily used in the manufacture of analgesics for the treatment of moderate to severe pain. Partner Ashley Poke is leading the transaction which is expected to close by August 2015, subject to customary closing conditions and requisite regulatory and other approvals. Clayton Utz has acted for ASX-listed GWA Group Ltd in respect of two strategic divestments of non-core assets, representing a total transaction value of A$95.2 million (US$72.8m). The divestments were of GWA Group’s Brivis climate systems and Dux hot water businesses to Japanese-owned Rinnai Australia Pty Ltd and Noritz Australia Pty Ltd, respectively. The Brivis transaction completed in February whilst the Dux transaction completed in December 2014. Corporate partner Andrew Hay led both transactions. Other team members who provided specialist input were partners Michael Corrigan (Competition), Claire Smith (Environment & Planning), Mark Sammut (Insurance and Risk) and Ian Bloemendal (Commercial Litigation). Clayton Utz is also acting for Warrnambool Cheese and Butter Factory in respect of its agreement to buy the everyday cheese business of Lion Dairy and Drinks (LDD) for A$137.5 million (US$105.2m). LDD, a subsidiary of Japan’s Kirin, owns 10.22 percent of Warrnambool Cheese & Butter (WCB) and has been using its stake as a bargaining tool in negotiations with Canadian dairy group Saputo. Montreal-based Saputo took ownership of 87.92 percent of WCB’s shares last year after a long takeover battle with Australian dairy players Murray Goulburn and Bega Cheese. LDD’s everyday cheese business has annual sales of around A$160 million (US$122.4m). It owns the Coon, Cracker Barrel, Mil Lel and Fred Walker brands. The business cuts and wraps cheese under those brands from its site at Allansford, Victoria, which is adjacent to WCB’s cheese manufacturing facility. WCB is the major supplier of cheese to the LDD business. WCB will use the transaction to increase its presence in consumer branded cheese products in Australia. The Victorian-based dairy group requires approval from its shareholders because, under the ASX-listing rules, LDD, as a WCB shareholder, is a related party. This will not be a problem, given Saputo will vote its WCB shares in favour of the deal. A shareholder meeting will be convened in April or May to consider the transaction. The acquisition price is on a debt-free and cash-free basis and is subject to final adjustments, including inventory at closing. Partner is Karen Evans-Cullen is leading the transaction which is expected to be completed in May. Lion Dairy and Drinks is advised by Greenhill and King & Wood Mallesons. Deacons is acting for the sole sponsor BNP Paribas Securities (Asia) Ltd and the underwriters in respect of the global offering and Main Board listing of Suchuang Gas Corp Ltd in Hong Kong. Suchuang Gas is the dominant piped natural gas operator in Taicang in Jiangsu Province, China. The company is expected to list on the HKSE on 11 March 2015 and raise up to HK$584 million (US$75.3m), subject to the over-allotment option. Ronny Chow, head of the corporate finance practice group, and partner Ronnie Bow are leading the transaction. Suchuang Gas is advised by Joseph PC Lee & Associates as to Hong Kong law, Grandall Law Firm (Shanghai) as to PRC law and Appleby as to Cayman Islands law. Jingtian & Gongcheng is advising the sponsor as to PRC law. Deacons is also acting for KVB Kunlun Financial Group Ltd in respect of the unconditional mandatory cash offers by CITIC Securities Company Ltd to acquire all the issued shares of KVB Kunlun Financial Group, other than those already owned or agreed to be acquired by CITIC Securities or its concert parties, and to cancel all outstanding options of KVB Kunlun Financial Group. Partner Sabrina Fung is leading the transaction which was announced on 26 February 2015 and is valued at approximately HK$350 million (US$45m). Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd (IIFC), wholly-owned by the Government of India, in respect of the approximately INR1.8 billion (US$28.7m) financial assistance under its takeout finance scheme to ReNew Wind Energy (Jath) Private Ltd for its 84.65 MW wind power project in Jath, Sangli District, Maharashtra. Under the scheme, IIFC has agreed to takeout part of the exposure of the consortium members to the above project and become part of the existing consortium comprising of Yes Bank Ltd, Central Bank of India and Vijaya Bank. Associate partner Girish Rawat led the transaction. Finsec Law Advisors has acted for the manager to the open offer in respect of the recent acquisition of a 23 percent stake in Suzlon Energy Ltd by billionaire Dilip Sanghvi and his associates. The deal is valued at approximately INR18 billion (US$286.8m), with an additional open offer size of approximately INR28 billion (US$446.2m) for a total of INR46 billion (US$732.9m), making it one of the largest acquisitions in recent years. Khaitan & Co has advised BTB Marketing Private Ltd, the company which houses the Beer Café chain of resto-bars, in respect of its approximately US$4.8 million Series B funding from Mayfield FVCI Ltd and GHIOF Mauritius. BTB Marketing runs India’s largest chain of beer cafes. The Beer Café is poised to become most profitable alco-beverage service brand in India. Bestowed with prestigious awards such as the Images Coca Cola Golden spoon award, India Restaurant Congress award, Times Nightlife award and ET Now business & service excellence award, the consumer and industry has recognized this concept as a blockbuster. Associate partner Ashish Razdan led the transaction. Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of its acquisition of an additional 9 percent stake in Reliance Capital Asset Management Ltd (RCAM) from Reliance Capital Ltd for approximately US$108 million in the first tranche to increase its aggregate holding in RCAM to 35 percent with an option for NLI to purchase an additional 14 percent in one or more tranches to increase its aggregate shareholding to 49 percent. Partner Avaantika Kakkar and associate partner Niren Patel led the transaction. Kirkland & Ellis has represented Garena, the largest internet and mobile platform company in Southeast Asia, in respect of its latest round of funding via a private placement of shares. The funding round was led by The Ontario Teachers’ Pension Plan and included several existing shareholders. Since the 2010 launch of its first product Garena+, an online game and social platform, Garena has seen unprecedented growth, quickly becoming the leading platform provider for digital entertainment, communication tools and digital payments across Southeast Asia, Taiwan and Hong Kong. Hong Kong corporate partners David Zhang and Amie Tang led the transaction which was announced on 2 March 2015. Maples and Calder has acted as British Virgin Islands counsel to CSSC Capital 2015 Ltd in respect of its issue of €500 million (US$537.3m) 1.7 percent credit enhanced bonds due 2018. The bonds will be listed on the HKSE and the Global Exchange Market of the Irish Stock Exchange. CSSC Capital is an indirect wholly-owned subsidiary of China State Shipbuilding Corp (CSSC), a large Chinese state-owned enterprise with a leading shipbuilding business, strong ship repair business and rapidly growing offshore engineering business. The joint lead managers were Agricultural Bank of China Ltd Hong Kong Branch, Australia and New Zealand Banking Group Ltd, Bank of China Ltd, Bank of Communications Co Ltd Hong Kong Branch, Barclays Bank PLC, CCB International Capital Ltd, Industrial and Commercial Bank of China (Asia) Ltd, ICBC International Securities Ltd and Société Générale. Partner Jenny Nip led the transaction whilst Sidley Austin acted as English counsel. The joint lead managers and the trustee were represented by Linklaters. Maples and Calder has also acted as British Virgin Islands counsel to Asia Pacific Ports Development Company Ltd (APPDC) in respect of its issue of CNY800 million (US$127.8m) 4.5 percent credit enhanced bonds due 2018. The bonds will be listed on the HKSE. APPDC is an indirect wholly-owned subsidiary of Dalian Port (PDA) Company Ltd, the biggest comprehensive port operator in North-eastern China whose parent company, Dalian Port Corp Ltd, is a state-owned enterprise under the direct supervision of the State-owned Assets Supervision and Administration Commission of Dalian. The managers were ABCI Capital Ltd, Agricultural Bank of China Ltd Hong Kong Branch, CCB International Capital Ltd, China Minsheng Banking Corp Ltd Hong Kong Branch, China Merchants Securities (HK) Co Ltd, Huatai Financial Holdings (Hong Kong) Ltd, Industrial and Commercial Bank of China Ltd Singapore Branch and Wing Lung Bank Ltd. Partner Jenny Nip also led the transaction whilst Morrison & Foerster acted as Hong Kong counsel. The joint lead managers and the trustee were also represented by Linklaters. Norton Rose Fulbright has advised HSBC Middle East Ltd, Mashreqbank PSC and Arab Banking Corp (BSC) as joint initial mandated lead arrangers in respect of the US$340 million term and revolving facilities provided by a syndicate of eight banks to Bahrain Steel BSC (c) EC, a member of the Foulath group. Bahrain Steel operates two pelletising plants in Hidd, Bahrain, providing the basic feed for the regional and international steel manufacturers. The deal closed oversubscribed. In addition to the joint mandated lead arrangers, the lending syndicate comprised Al Khalij Commercial Bank, BNP Paribas, Doha Bank, Qatar National Bank and the State Bank of India. Bahrain Steel will utilise the proceeds of the facilities to refinance its existing facilities, fund its expansion plans and towards general corporate purposes. Dubai partner Matthew Escritt led the transaction. Hassan Radhi and Associates advised the lenders as to Bahrain law. Bahrain Steel was advised by Sherman & Sterling and Haya Rashed al Khalifa. Norton Rose Fulbright has also advised New Zealand-based Martin Aircraft Company Ltd in respect of its IPO and listing on the ASX. Martin Aircraft is the manufacturer of the Martin Jetpack, the world’s first practical jetpack able to be flown by a pilot or via remote control. The IPO raised A$27 million (US$20.65m) and was oversubscribed, following a cornerstone investment from KuangChi Science Ltd, an HKSE-listed technology company that focuses on near space services, and further investment from existing shareholders and the general public. On listing, Martin Aircraft had a market capitalisation of approximately A$100 million (US$76.5m). The funds raised from the IPO will be used to finalise the commercialisation of the Martin Jetpack with first deliveries set to be in the second half of 2016. Those deliveries will be primarily used by the first responder community, such as the police, fire service, defence and natural disaster recovery and emergency response organisations. The firm advised on all Australian matters related to the IPO and listing. This included the cornerstone investment by KuangChi Science, which involved not only a share subscription under the IPO but also an acquisition of shares from existing shareholders, a future convertible note subscription and the establishment of a Hong Kong joint venture with a put option, for a total long-term investment worth more than A$50 million (US$38.3m). Sydney partner Iain Laughland led the transaction whilst Bell Gully acted as New Zealand counsel. Rajah & Tann has advised Ching Chiat Kwong as transferor in respect of the transfer of 84 ordinary shares of Flame Gold International Ltd (Flame Gold) to Foo Sey Liang for approximately S$16 million (US$11.5m). Following the completion of the transfer, Foo Sey Liang has become the sole shareholder of Flame Gold, an investment holding company which holds approximately 22.14 percent of the shares in the capital of SGX-ST Mainboard-listed HG Metal Manufacturing Ltd. HG Metal Manufacturing is a premier steel stocklist and manufacturer located predominantly in Singapore, Brunei, Malaysia and Indonesia and offers customised steel solutions for diversified industries, including energy, transportation, marine, electronics and other industries. Partners Danny Lim and Chia Lee Fong led the transaction which was completed on 17 February 2015. Rajah & Tann has also advised Energian Pte Ltd, a wholly-owned subsidiary of Falcon Energy Group Ltd (FEG), in respect of its voluntary conditional cash offer for the issued and paid-up ordinary shares in the capital of CH Offshore Ltd (CHO) other than those already owned, controlled or agreed to be acquired by the Energian. The offer for CHO was first announced as a voluntary conditional cash offer on 11 December 2014 with an offer price of S$0.495 (US$0.357) for each CHO share but was revised on 9 February 2015 to S$0.550 (US$0.396) for each CHO share, valuing CHO at approximately S$387.8 million (US$279.4m). In connection with the price revision, Energian had obtained irrevocable undertakings on 9 February 2015 from Chuan Hup Holdings Ltd and Peh Kwee Chim to, inter alia, accept the offer in respect of approximately 31.52 percent of CHO shares held by them. Energian’s offer was declared unconditional in all respects on 11 February 2015. Under SGX listing rules, FEG’s acquisition of CHO shares under the offer required prior approval of its shareholders. However, FEG had obtained SGX’s waiver from such requirement and would be seeking its shareholders’ approval by way of ratification within three months from the close of the offer. CHO is an offshore support service provider in the oil and gas industry whilst FEG is one of the leading regional players in the offshore marine and oil and gas sectors. Partners Lawrence Tan and Soh Chai Lih led the transaction which was completed on 27 February 2015. Sullivan & Cromwell has represented Sanpower Group (China) in respect of its affiliate Jiangsu Hongtu High Technology Co Ltd’s (China) sale and purchase agreement with the controlling shareholders of IDT International Ltd (Hong Kong) to acquire 45 percent shareholding interest in IDT for approximately HK$250 million (US$32.2m). Hong Kong partner Kay Ian Ng and Beijing partner Gwen Wong led the transaction which was announced on 18 February 2015. White & Case has advised leading Chinese residential property developer Greentown China Holdings Ltd in respect of the US$200 million tap issuance of its 8 percent senior notes due 2019. The additional notes were purchased by Credit Suisse, with China Orient Asset Management gaining exposure to the additional notes through financial derivatives. The issuance was Greentown’s sixth successful high yield financing in international debt capital markets. The firm has advised the company on all high yield financings since Greentown’s debut issue in 2013. Beijing partner David Li and Singapore partner Kaya Proudian, supported by Hong Kong partners Julian Chung and Baldwin Cheng, led the transaction. WongPartnership has acted for the lenders, comprised of the Hongkong and Shanghai Banking Corp Ltd (HSBC Bank) Singapore Branch, DBS Bank Ltd, ING Bank NV Singapore Branch, Standard Chartered Bank, BNP Paribas (acting through its Singapore Branch), The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch, The Royal Bank of Scotland plc Singapore Branch, Oversea-Chinese Banking Corp Ltd (OCBC Bank) and United Overseas Bank Ltd (UOB Bank) as lenders in respect of the US$750 million syndicated asset financing arranged by (a) HSBC Bank, DBS Bank Ltd, ING Bank NV Singapore Branch, Standard Chartered Bank, as mandated lead arrangers, and (b) OCBC Bank as arranger, and granted to Micron Semiconductor Asia Pte Ltd, a subsidiary of Micron Technology Inc. Partners Christy Lim and Felix Lee led the transaction. WongPartnership is also acting for Expedia Inc in respect of the acquisition of a further 25 percent stake in AAE Travel Pte Ltd from AirAsia Bhd for RM306.1 million (US$82.54m). Partners Ong Sin Wei, Ameera Ashraf and Jeffrey Lim are leading the transaction. |
Deals – March 4, 2015
Allen & Gledhill has advised Israel Corp Ltd and Kenon Holdings Ltd in respect of the spin-off transaction and subsequent dual-listing of Kenon shares on the NYSE and the Tel-Aviv Stock Exchange (TASE). The transaction is valued at approximately US$1.06 billion, based on the market capitalisation using the average trading price on the NYSE over the first three trading days. The spin-off transaction involved, inter alia, the sale and transfer of certain subsidiaries and associated companies held by Israel Corp to Kenon and, thereafter, the distribution of Kenon shares Israel Corp shareholders. Upon completion of the spin-off transaction and distribution of Kenon shares to Israel Corp shareholders by way of a dividend in kind, the Kenon shares were dual-listed on the NYSE and the TASE. Partners Lucien Wong, Christina Ong, Tan Tze Gay, Sophie Lim, Yap Lune Teng, Sunit Chhabra, Karen Tiah, Kok Chee Wai, Christopher Ong and Andrew Chan led the transaction.
Allens has acted for Newcrest Mining Ltd in respect of its selldown of its stake in Evolution Mining Ltd. The selldown, known as a block trade, will see Newcrest retain a 14.9 percent share of Evolution. The A$106 million (US$83m) raised by the selldown will be used to repay debt. Block trades have become an increasingly common method to effect sales of substantial stakes without creating market disruption. A block trade sees an order or trade organised through a bookbuild process, usually with underwriting support and outside of the open markets. Partner Richard Kriedemann led the transaction. Appleby has acted as Bermuda counsel to Joyas International Holdings Ltd in respect of its proposed renounceable non-underwritten rights issue of warrants and convertible bonds. Joyas will issue warrants of up to approximately S$3.5 million (US$2.5m) and 7 percent convertible bonds due 2020 of up to approximately S$5.3 million (US$3.9m). Majority of the proceeds from the warrant and bond issuance will be used to expand the company’s nickel business through its proposed acquisition of Hong Kong Silver Basic Group, a distributor and trader of nickel in Hong Kong and China. Bermuda-incorporated and SGX-listed Joyas designs, manufactures and sells metal gift and jewellery products. Hong Kong corporate partner John Melia led the transaction whilst Shook Lin & Bok acted as Singapore counsel. Cheung & Lee, in association with Locke Lord (HK), has advised a group of investors in respect of the HK$450 million (US$58m) acquisition of 15.88 percent of the issued shares of HKSE-listed Chiho-Tiande Group Ltd, the largest mixed metal scrap recycler in China. The transaction closed on 16 February 2015. Hong Kong partner Michael Fung led the Locke Lord team. Baker & McKenzie advised the seller. Davis Polk has advised JP Morgan Securities plc, China Merchants Securities (HK) Co Ltd, Jefferies Hong Kong Ltd and two other investment banks as initial purchasers in respect of a Regulation S offering of US$1 billion 12 percent senior notes due 2020 by HKSE-listed Evergrande Real Estate Group Ltd, one of the largest national property developers in China. Partners William F Barron and John D Paton led the transaction. Evergrande Real Estate Group was advised by Sidley Austin. Howse Williams Bowers has advised Dafeng Port Overseas Investment Holdings Ltd in respect of the acquisition of approximately 46.43 percent interest in Gamma Logistics Corp, a company whose shares are listed on the Growth Enterprise Market of the HKSE. The firm also advised Dafeng on the subsequent general offer for all the shares of Gamma not already owned by Dafeng at a total deal size of HK$425 million (US$54.8m). Dafeng is 40 percent owned by Jiangsu Dafeng Harbor Holdings Ltd which is under the administration of State-owned Asset Supervision and Administration Commission of Dafeng City and is wholly-owned by the People’s Government of Dafeng City. Gamma provides integrated logistics freight services. Corporate partner Brian Ho led the transaction. Khaitan & Co advised Yes Bank Ltd (YBL) and India Infrastructure Finance Company Ltd (IIFCL) in relation to financing of approximately INR 675 crores to EVTL, in connection with the (i) up-gradation and strengthening of the existing mechanized iron ore handling facility at the outer harbor of the Visakhapatnam Port and (ii) setting up of a mechanized facility by EVTL, at the inner harbour of the Visakhapatnam Port in Andhra Pradesh, on a PPP basis. The project will be implemented and operated on a BOT basis over a period of 30 years. Associate Partner, Kumar Saurabh Singh led the transaction. Khaitan & Co has also advised Gillanders Arbuthnot and Company Ltd in respect of the 100 percent acquisition of Group Developments Ltd, Group Holdings Ltd, Mafisi Tea Estates Ltd and Naming’omba Tea Estates Ltd (all located in Malawi) by Gillanders Holdings (Mauritius) Ltd, a wholly-owned special purpose vehicle of Gillanders Arbuthnot and Company Ltd set up in Mauritius. The Malawian companies were bought from NBS Bank Ltd, a bank with whom the shares were pledged. Gillanders Arbuthnot and Company is a listed Indian company and is part of the Kothari Group of Calcutta, one of the oldest business conglomerates with presence in various sectors, such as tea, textiles, engineering and chemicals. Partner Haigreve Khaitan and associate partner Niren Patel, assisted by executive director Daksha Baxi, led the transaction. King & Wood Mallesons has advised US-listed TransDigm Group in respect of its acquisition of the international Telair Group for a provisional purchase price of US$725 million from US-listed AAR Corp. Telair is a leading global manufacturer of on-board lifting, loading and handling systems, as well as restraint systems and transport containers for the aerospace industry. TransDigm, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Frankfurt corporate partner Michael Cziesla led the transaction. BakerHostetler (USA), led by Cleveland corporate partners John Gherlein and John Allotta; Magnusson (Sweden/Norway), led by partners Anders Bäckman and Naja Dannow; and Allen & Gledhill (Singapore), led by corporate partners Tan Wee Meng and Chiam Tao Koon, also advised TransDigm. Luthra & Luthra Law Offices has advised Gaja Capital, a mid-market focused private equity firm, in respect of its investment in Bakers Circle (India) Private Ltd, which is engaged in processing, selling and distributing specialized frozen foods. Partner Deepak THM led the transaction. Maples and Calder has acted as Cayman Islands counsel to Xiaoju Science and Technology Ltd, the ultimate owner of Didi Dache, in respect of Didi Dache’s merger with Kuaidi Dache, two of China’s leading taxi-hailing mobile apps. Partner Greg Knowles led the transaction. Skadden acted as international counsel to Didi Dache. Rajah & Tann is advising Tamaris Infrastructure Pte Ltd in respect of its proposed S$30 million (US$22m) subscription by way of placement of new shares in the capital of SGX-listed Moya Holdings Asia Ltd. The placement will be undertaken in two tranches, with the second tranche subject to Moya shareholders’ approval. Moya is engaged in the investment and development of total water solutions. Together with its subsidiaries, the group aims to be the partner of choice to cities, private and public entities for their reliable, sustainable and cost effective water supply. With a proximate focus on Indonesia, Moya has secured build, operate and transfer projects under contract and development by its subsidiaries PT Moya Bekasi Jaya, PT Moya Tangerang and PT Moya Makassar. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh are leading the transaction which was announced on 25 February 2015. Rajah & Tann is also advising Action Electronics Co Ltd in respect of the proposed conditional cash exit offer by SAC Capital Private Ltd, for and on behalf of Action Electronics wholly-owned subsidiary Almond Garden Corp (AGC), to acquire all the issued and paid-up ordinary shares in the capital (excluding treasury shares) of Action Asia Ltd (AAL), other than shares already owned, controlled or agreed to be acquired by AGC and parties acting in concert with it as of the date of the exit offer but including the shares which are the subject of the Directors’ Irrevocable Undertakings (as defined in the joint offer announcement dated 27 February 2015), in connection with the proposed voluntary delisting of AAL from the Main Board of the SGX-ST. Based on the offer price of S$0.19 (US$0.14) per share, the target group is valued at approximately S$75.6 million (US$55.5m). The target group is engaged in the design, manufacture and assembly of mobile audio and video electronic products for lifestyle entertainment and in-car entertainment multimedia products. Partners Danny Lim and Bernia Tan are leading the transaction which was announced on 27 February 2015 and is yet to be completed. Shook Lin & Bok is acting for KPMG Corporate Finance Pte Ltd, the independent financial adviser to SGX-listed Keppel Land Ltd, in respect of Keppel Corp Ltd’s voluntary unconditional cash offer to privatise its real estate subsidiary Keppel Land at a base offer price of S$4.38 (US$3.21) per share, which values Keppel Land at approximately S$6.8 billion (US$4.99m). Partners David Chong and Michelle Phang are leading the transaction. Skadden has represented Samsung Electronics Co Ltd in respect of its acquisition of LoopPay, the acclaimed mobile wallet solutions provider that turns existing magnetic stripe readers into secure, contactless receivers. Partners H Young Shin (Seoul), Michael Gisser (Los Angeles), Stuart Levi (New York), Matthew Zisk (New York), Joseph Yaffe (Palo Alto), Karen Corman (Los Angeles) and Kenneth Betts (Los Angeles) led the transaction. Skadden has also advised Japan-based Digital Garage Inc in respect of the privatization of its 58.5 percent owned subsidiary econtext Asia Ltd. The deal size is approximately US$114 million. Once the privatisation is complete, econtext plans to delist from the HKSE. Hong Kong corporate partners John Adeyibi and Edward Lam and Tokyo partner Nosbuhisa Ishizuka led the transaction which was announced on 26 February 2015. Stephenson Harwood (Singapore) Alliance has acted for SGX Catalist-listed SBI Offshore Ltd in respect of the placement of 62 million shares to raise approximately S$16.2 million (US$11.9m). The placement was announced on 23 September 2014. Corporate partner Douglas Koh led the transaction. SyCipLaw has advised the Light Rail Manila Consortium, comprised of Metro Pacific Light Rail Corp, AC Infrastructure Holdings Inc and Macquarie Infrastructure Holdings (Philippines) Pte Ltd, in respect of the concession for the Php65 billion (US$1.47b) Manila Light Rail Transit Line 1 Cavite Extension Project. The project will extend the current LRT Line 1 by 11.7 kilometers, starting from its existing Baclaran Station to the future Niyog Station in Bacoor, Cavite. The whole stretch of the integrated LRT Line 1 will have a total length of approximately 32.4 kilometers and will be operated and maintained by the winning bidder. After compliance with post-award requirements, the Department of Transportation and Communications, the Light Rail Transit Authority and the Light Rail Manila Corp, which was incorporated by the consortium members, signed the concession agreement on 2 October 2014. Partners Rocky Alejandro L. Reyes, Angel M. Salita Jr and Arlene M. Maneja led the transaction. Troutman Sanders has advised HKSE-listed CIAM Group Ltd in respect of a voluntary general offer made by a wholly-owned subsidiary of HKSE-listed FDG Electric Vehicles Ltd (FDGEV) in respect of the securities of CIAM Group made and the disposal of CIAM Group’s interests in Agnita Ltd to another FDGEV subsidiary. In the voluntary general offer, FDGEV offered convertible bonds to all securities holders of CIAM Group. The offer closed on 23 February 2015 and met with acceptances as to approximately 89.54 percent of the issued shares and 100 percent of the share options of CIAM Group. CIAM Group completed the disposal of its entire interests in Agnita Ltd to the FDGEV Group on 27 February 2015 at a consideration of approximately US$66.7 million. The consideration was paid in the form of cash and secured bonds issued by FDGEV. Hong Kong partner Rossana Chu led the transaction. Weerawong, Chinnavat & Peangpanor has represented Scan Inter, a leader in the alternative energy and automotive industries in Thailand, in respect of its β1.5 billion (US$46.4m) IPO, a domestic offering under Thai SEC regulations. The financial adviser and lead underwriter is Kasikorn Securities whilst the co-underwriters are CIMB Securities (Thailand), RHB OSK Securities (Thailand), Thanachart Securities and KT ZMICO Securities. Trading commenced on the Stock Exchange of Thailand on 23 February 2015. Partner Kudun Sukhumananda led the transaction. WongPartnership is acting for Northstar Advisors Pte Ltd in respect of its investment (through its special purpose vehicle) and of other investors, including Singapore-based investment firm BioVeda Capital Singapore Pte Ltd and fund manager F&H Fund Management Pte Ltd, in ConneXionsAsia Pte Ltd. Partners Elaine Chan, Lam Chung Nian, Dawn Law and Kylie Peh are leading the transaction. WongPartnership is also acting for Keppel Land Ltd in respect of the voluntary unconditional cash offer by Keppel Corp Ltd for Keppel Land. Joint managing partner Ng Wai King and partners Low Kah Keong, Hui Choon Yuen and Tan Sue-Lynn are leading the transaction. |