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Latest Deals from Law Firms and Legal Services Providers: 16th March 2023

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Allen & Overy has advised Aljazira Capital (AJC) on its investment in Floward’s US$156 million Series C Pre-IPO investment round, led by AJC, STV and Rainwater Partners. Announced on February 7, 2023 during Floward’s participation in the technology conference LEAP in Riyadh, KSA, the transaction will support Floward with its business ambitions to further invest in expanding its gifting verticals and relying more on artificial intelligence and machine learning, as well as fund its M&A strategy to support the demands of its increasing client base. AJC is a leading investment platform owned by Bank Al Jazira, providing Sharia-compliant offerings through a range of integrated services and investment products to individual and institutional clients. Floward is an online flower and gifting company operating in nine countries across the MENA region and the UK. It has recently acquired Mubkhar, the leading perfumery brand in the GCC, in an effort to expand its gifting verticals. Additionally, it has been selected for the Saudi Unicorns Programme, which aims to promote the use of technology by supporting regional tech start-ups to expand globally and achieve unicorn status. Corporate partner Ben Ward led the firm’s team in the transaction.

Allen & Overy has also advised the underwriters on the IPO and listing of ADNOC Gas in Abu Dhabi. The IPO comprised a sale by the majority shareholder, Abu Dhabi National Oil Company (ADNOC), of an approximately five percent stake in ADNOC Gas, and raised gross proceeds of approximately US$2.5 billion, with an implied market capitalisation for ADNOC Gas of approximately US$50 billion at the time of listing. The IPO marks the world’s largest listing in 2023, and the largest ever listing in Abu Dhabi. The IPO was multiple times oversubscribed, with significant demand from UAE investors, as well as regional and international investors. Total gross demand for the IPO amounted to over US$124 billion, implying an oversubscription level of more than 50 times. Abu Dhabi partner Khalid Garousha and US securities partner Jeff Hendrickson led the firm’s team in the transaction.

AZB & Partners is advising KFin Technologies on its Rs291 million (US$3.5m) acquisition of 25.63 percent stake in Fintech Products and Solutions India. Partner Divya Mundra is leading the firm’s team in the transaction, which was signed on February 24, 2023 and is yet to be completed.

Cyril Amarchand Mangaldas has advised Deakin University Australia on setting up its first International Branch Campus. It is also a major landmark for GIFT City, as it marks the entry of the first International University in India. Deakin University received an in-principle approval to set-up its International Branch Campus at the GIFT City, Gujarat, India by securing approval under the regulatory framework notified on October 11, 2022 by the IFSC Authority, under the IFSCA IBC and OEC Regulations. The first program for the Deakin International Branch Campus will tentatively commence by the third quarter of 2024. GIFT City partner Ketaki Mehta, supported by partners Kunal Savani and Abe Abraham, led the firm’s team in the transaction.

Rajah & Tann Singapore is acting for DBS Bank, as the lead financial adviser; Merrill Lynch (Singapore) (BofA) and Citigroup Global Markets Singapore, as the joint financial advisers, with DBS, BofA and Citi as the joint underwriters; and Oversea-Chinese Banking Corporation and United Overseas Bank, as the co-lead managers, on the underwritten renounceable rights issue of SATS to raise gross proceeds of approximately S$798.8 million (US$593m) to partially finance the acquisition by SATS of Worldwide Flight Services. Partner Raymond Tong is leading the firm’s team in the transaction.

Rajah & Tann Singapore is also acting for DigiAsia Bios, Indonesia’s Embeddable ‘Fintech-as-a-Service’ company, on its US$500 million proposed merger with StoneBridge Acquisition, a wholly-owned subsidiary of StoneBridge Acquisition, a special purpose acquisition company. Upon completion of the transaction, the combined company will trade on Nasdaq. Partners Hoon Chi Tern and Debbie Woo are leading the firm’s team in the transaction.

Trilegal is representing Hyundai Motor India (HMI) on its potential acquisition of identified assets, land and buildings, plant and machinery situated at General Motors India manufacturing facility in Talegaon, Maharashtra. The parties have executed a binding term sheet on March 13, 2023, and the transaction is subject to execution of definitive agreements and fulfilment of customary conditions precedent (including relevant governmental and regulatory approvals). National corporate practice group head partner Yogesh Singh and partner Ankush Goyal, supported by partners Apeksha Mattoo, Gautam Chawla and Siddharth Ranade, led the firm’s team in the transaction.

 

Latest Deals from Law Firms and Legal Services Providers: 8th March 2023

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AZB & Partners has advised Azalp Technologies, an online platform that allows users to purchase digital content of influencers and creators listed on the platform, doing business as “Rigi”, on the Rs1 billion (US$12m) acquisition by Elevation Capital VIII, Accel India VII (Mauritius), SCI Seed Investment II and Stellaris Venture Partners India Trust II, among others, of equity stake in Rigi. Partners Srinath Dasari and Nanditha Gopal led the firm’s team in the transaction, which was completed on February 20, 2023.

AZB & Partners has also advised UPL on the Rs16 billion (US$195m) acquisition of 9.09 percent stake by The Upswing Trust (a joint venture of TPG and Abu Dhabi Investment Authority) and Woodhall Holdings (DIFC) in UPL Sustainable Agri Solutions. Partners Ashwath Rau and Atreya Bhattacharya led the firm’s team in the transaction, which was completed on February 17, 2023.

Clifford Chance has acted as international counsel to global private equity firm CVC Capital Partners on its buyout of Xi’an Yikang Pharmacy. The firm previously advised CVC on its initial strategic investment in Yikang Pharmacy in 2021, and more recently on its acquisition of full control. Yikang Pharmacy is a leading pharmaceutical retail chain business in Northwest China with more than 1,600 pharmacies, and is a national leader among O2O (online to offline) and DTP (direct to patient) pharmacies. Through the investment, CVC will help Yikang Pharmacy to accelerate the growth of its business, implement standardised operating systems and continue to develop its digital health business. China co-managing partner Terence Foo, supported by partner Bai Yong led the firm’s team in the transaction, while Han Kun Law Offices acted as Chinese counsel.

Cyril Amarchand Mangaldas has advised ThomasLloyd Energy Impact Trust (TLEI), an investment trust listed in London, on the acquisition of an additional approximately 57 percent shareholding in SolarArise India Projects from its existing shareholders, including Core Infrastructure India Fund and Global Energy Efficiency & Renewable Energy. Following this transaction, TLEI now holds the entire shareholding of SolarArise, which has a portfolio of over 400 MW capacity of utility scale solar PV power projects, with long-term power purchase agreements with central and state utilities for sale of electricity. The transaction was signed on June 20, 2022 and closed on January 12, 2023. Partners Surya Sreenivasan and Ramanuj Kumar led the firm’s team in the transaction, while Herbert Smith Freehills acted as international counsel.

Cyril Amarchand Mangaldas has also advised Kotak Mahindra Bank on the acquisition of Sonata Finance, a non-banking finance company-micro finance institution registered with the Reserve Bank of India, for approximately Rs5.37 billion (US$65.4m). As a part of the transaction, Kotak has entered into share purchase agreements with the current shareholders of Sonata on February 10, 2023 to acquire approximately 26.45 million equity shares of Sonata with face value Rs10 (US$0.12) each fully paid up, for Rs5.37 billion (US$65.4m), constituting 100 percent of the issued and paid up capital of Sonata. The proposed transaction has been approved by the Board of Directors of both companies, and is subject to requisite approvals, including that of the Reserve Bank of India. Partners L Viswanathan (finance, projects and insolvency chair), Indranath Bishnu and Pranjita Barman, supported by partners Pranjita Barman, Richa Mohanty Rao, Bharath Reddy and Meeta Kurpad, along with general corporate director Sindhushri Badarinath, led the firm’s team in the transaction. AZB & Partners, led by partner Srinath Dasari, advised Sonata Finance.

JSA has advised HDFC Bank, India’s largest private sector bank, on the issue of US$750 million 5.686 percent senior notes due 2026, under the US$3 billion medium term note programme by HDFC Bank. The firm also assisted and facilitated, on behalf of HDFC Bank, the listing of the US$ notes in India. Partner Dina Wadia, supported by partner Uttara Kolhatkar, led the firm’s team in the transaction.

Maples has acted as BVI counsel to Lingang Wings on its issue of Rmb1 billion (US$143.5m) 2.98 percent guarantee bonds due 2025 and €50 million (US$52.7m) three percent guaranteed bonds due 2023, unconditionally and irrevocably guaranteed by Shanghai Lingang Economic Development (Group), a large-scale state-owned enterprise that focuses on the investment, development and operation of industrial parks, as well as provision of related ancillary services and industrial development. The group is highly experienced in the field of industrial park development. Partner Juno Huang led the firm’s team in the transaction, while King & Wood Mallesons advised on Hong Kong law, and AllBright Law Offices advised on Chinese law. The joint lead managers were advised by Linklaters as to Hong Kong law, and by Guantao Law Firm as to Chinese law.

Maples has also acted as Cayman Islands counsel to Modern Land (China) on the restructuring of its US$1.34 billion bondholder debt. The complex, multi-jurisdictional transaction was achieved via a successful Cayman Islands scheme of arrangement and recognition proceedings in the US, under Chapter 15 of the US Bankruptcy Code. Hong Kong-listed Modern Land is a property developer focused on the development of green, energy-saving and eco-friendly residences in China. The restructuring was prompted by the ongoing distress in the Chinese property markets, and focused on the company’s US$-denominated notes. Partners Nick Stern (Hong Kong) and Caroline Moran (Cayman Islands) led the firm’s team in the transaction, while Sidley Austin acted as international counsel, advising on Hong Kong and New York laws.

Rajah & Tann Singapore has acted for Reebelo, Asia Pacific’s fastest growing marketplace for sustainable tech, on its secondary sale executed via Series A extension round and share buyback. Partner Terence Quek led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted for Saison Capital on Tazapay’s Series A fundraising round. Tazapay is a fintech company that provides a digital payment platform for businesses engaging in cross-border transactions. Partner Terence Quek also led the firm’s team in the transaction.

TT&A has advised Nomura Investments (Singapore) and Nomura Capital (India), as the initial debenture holders, and Beacon Trusteeship, as the debenture trustee, on the issue and allotment of 2,080 senior, secured, redeemable, unrated, unlisted, non-convertible debentures with face value of Rs1 million (US$12,182) each issued by Della Adventure & Resorts, aggregating up to Rs2.08 billion (US$25.34m), on a private placement basis in two series, as per terms of the debenture trust deed dated November 16, 2022, entered into between Della Adventure & Resorts and Beacon Trusteeship. Partner Rituparno Bhattacharya led the firm’s team in the transaction.

TT&A has also advised Embassy Office Parks REIT on a Rs10 billion (US$122m) loan facility it availed from Bajaj Housing Finance. This deal is the first term loan facility availed by an REIT. Partners Sonali Mahapatra and Nidhi Rani led the firm’s team in the transaction.

WongPartnership is acting for GK Goh Holdings, as the offeree, on a voluntary conditional offer made by Verveine for S$1.26 (US$0.93) per share in cash. Partner Quak Fi Ling is leading the firm’s team in the transaction.

WongPartnership is also acting for Northstar Group on its US$30 million investment in the pre-series C funding round of Una-Brands. Partner Kyle Lee is leading the firm’s team in the transaction, with partner Kylie Peh.

Latest Deals from Law Firms and Legal Services Providers: 1st March 2023

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Allen & Gledhill has advised Temasek Financial (I) and Temasek Holdings on the issue of €750 million (US$794.3m) 3.25 percent notes due 2027, and €750 million (US$794.3m) 3.5 percent notes due 2033, under their US$25 billion guaranteed global medium term note programme. Temasek is the guarantor for the notes. Singapore partners Yeo Wico, Wu Zhaoqi, Kern Wong and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised venture capital firm Wavemaker Pacific 4 on leading a US$1.5 million series seed round investment in Cube Insights, a Singapore-based data and analytics start-up, which provides market and competitor intelligence for the online economy by processing data and intelligence on the e-commerce market, or companies that operate in the internet economy, for the purpose of sale either as one-time insights or through periodic subscription plans. Partner Nicholas Soh led the firm’s team in the transaction.

AZB & Partners has advised LT Foods on its Rs1.75 billion (US$21.2m) acquisition of 29.52 percent stake of Daawat Foods. The Competition Commission of India approved the transaction on February 14, 2023. Partner Hemangini Dadwal led the firm’s team in the transaction.

AZB & Partners is also advising IDFC First Bank on the Rs21 billion (US$254.6m) acquisition of 3.62 percent stake in IDFC FIRST Bank by IDFC Financial Holding (IFH), via preferential allotment to IFH. Post the said preferential allotment, the shareholding of IFH in IDFC First Bank will be approximately 39.99 percent. Partners Ashwath Rau, Vipul Jain and Aditya Alok are leading the firm’s team in the transaction, which was signed on February 4, 2023 and is yet to be completed.

Baker McKenzie Wong & Leow, the member firm of Baker McKenzie International in Singapore, has advised GetGo Technologies (GetGo Carsharing) on a S$20 million (US$14.8m) fund raising from investment group Treïs Asia. The strategic investment will be used to accelerate the growth of GetGo’s electric fleet, and strengthen its technology and operational platform. GetGo is Singapore’s largest and fastest-growing carsharing platform with over 2,100 cars serving over 50,000 users. The platform currently has 90 electric vehicles within its fleet, and is targeting to have 10,000 greener vehicles by 2030. Principal Sze Shing Tan led the firm’s team in the transaction.

Clifford Chance has advised CLSA and Huatai Financial Holdings (Hong Kong), as joint representatives, on the offering and listing of global depositary receipts (GDRs) of Zhejiang Hangke Technology, under the expanded China-Europe Stock Connect scheme on the SIX Swiss Exchange. The GDR offering is the first listing registered on the Shanghai Stock Exchange Science and Technology Innovation Board, more commonly known as Shanghai Stock Exchange STAR Market, a Chinese science and technology focused equities market. The offering is expected to raise gross proceeds of approximately US$172.8 million. Zhejiang Hangke Technology provide customers with overall solution of lithium-ion cell post-processing systems. Partner Jean Thio led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has advised the IDFC Group (comprised of IDFC, IDFC Financial Holding, IDFC Asset Management and IDFC Trustee), on the sale of IDFC’s Mutual Funds, Portfolio Management Services and Alternative Investment Funds businesses to the winning consortium, comprising of the Bandhan Group, GIC (Singapore’s sovereign wealth fund) and ChrysCapital, for approximately Rs45 billion (US$545m). Partners Anu TiwariKetaki MehtaAvantika Kakkar (competition practice head), Kirthi Srinivas and Abhinav Kumar (markets practice western region head) led the firm’s team in the transaction, which was signed April 6, 2022 and closed on January 31, 2023.

Cyril Amarchand Mangaldas has also advised Biocon on its sale of shares of Syngene International, with a reported aggregate value of Rs22.4 billion (US$271m). As a part of the transaction, Biocon sold 40 million equity shares held in Syngene International via bulk trade on the BSE, aggregating Rs22.4 billion (US$271m). Markets practice south region co-head Reuben Chacko led the firm’s team in the transaction, which was signed on January 31, 2023 and closed on February 2, 2023. Linklaters Singapore acted as international counsel to the broker and advisor.

Dentons has represented Gaoyou City Construction Investment Development Group, a leading state-owned infrastructure construction company principally engaged in the construction of municipal infrastructure, water facilities, roads, environmental governance-related facilities and shantytown redevelopment projects in Gaoyou City and Suzhou City, on its global offering under Regulation S of its English law-governed €75 million (US$79.4m) 4.6 percent Credit Enhanced Bonds due 2026, with the benefit of an irrevocable Standby Letter of Credit issued by Bank of Jiangsu Yangzhou Branch, underwritten by China Industrial Securities International, Industrial Bank of Co Hong Kong Branch, Shanghai Pudong Development Bank Hong Kong Branch, China Minsheng Banking Corp Hong Kong Branch, CEB International, Guotai Junan International, Guosen Securities (HK), Central Wealth Securities Investment, CNCB Capital, CITIC Securities, CMBC Capital, China International Capital Corporation and Caitong International. Hong Kong capital markets partner Man Chiu Lee, senior partner Jianghong Xu and partner Dandan Wang led the firm’s team in the transaction.

IndusLaw has acted as Indian counsel to Takahata Precision Co and Takahata Precision Pte on their share purchase agreement and other definitive documents with SPR Engenious, a wholly-owned subsidiary of Shriram Pistons & Rings (SPR), on the divestment of 75 percent of their shareholding in Takahata Precision India to further expand Takahata India’s business by collaborating with SPR, following completion of this transaction, which has an adjusted enterprise value of Rs2.22 billion (US$27m). Partner Rohit Ambast, supported by senior corporate partner Saurav Kumar, led the firm’s team in the transaction, while Kitahama Partners, led by Tokyo partner Daisuke Sakai, acted as lead transaction counsel. Shriram Pistons & Rings was represented by Luthra and Luthra Law Offices India.

JSA has advised the Department of Investment and Public Asset Management of India on the listing of NMDC Steel on India’s stock exchanges. NMDC Steel is a public sector enterprise majority-owned by the Government of India, under the administrative control of the Ministry of Steel. The largest iron ore producer in India, NMDC demerged its steel business, pursuant to the ‘in-principle’ approval of the Cabinet Committee on Economic Affairs chaired by Prime Minister Shri Narendra Modi. Post the demerger, NMDC Steel (the resultant company) houses the steel manufacturing facility of NMDC. Partner Shivpriya Nanda, supported by partner Gaurav G Arora, led the firm’s team in the transaction.

Khaitan & Co has advised Mahindra & Mahindra on an agreement to sell its entire stake in its subsidiary, Mahindra Consulting Engineering (and, indirectly, in Mahindra Namaste), to Artelia Holding. An Indian multinational automotive manufacturing corporation headquartered in Mumbai, Mahindra & Mahindra is one of the largest vehicle manufacturers by production in India. Artelia is a multidisciplinary independent group offering a full range of engineering-related services over the mobility, water, energy and other sectors. Partner Nikhilesh Panchal led the firm’s team in the transaction, which was announced on February 4, 2023. PSA Legal also advised on the deal.

Khaitan & Co has advised Tata Cleantech Capital and Tata Capital Financial Services on a financial assistance of approximately Rs5.3 billion (US$64m) provided to Fourth Partner Energy entities 4PEL Solar Energy, 4PEL Sun Flash, 4PEL Green Power, 4PEL Sun Ability, 4PEL Green Energy, 4PEL Green Solutions, 4PEL Mega Green, 4PEL Solar Daylight Energy, Daishi Patona and VSV Onsite. Partner Siddharth Srivastava led the firm’s team in the transaction, which was completed on December 28, 2022 and was announced on February 17, 2023. Dua Associates also advised on the deal.

Maples has acted as BVI counsel to CICC Hong Kong Finance 2016 MTN on its issue of US$650 million 5.42 percent notes due 2025, under the US$10 billion medium term note programme, guaranteed by China International Capital Corporation (International), with the benefit of a keepwell deed provided by China International Capital Corporation. China International Capital Corporation is one of China’s leading investment banking firms that engages in investment banking, securities, investment management and other financial services, primarily with institutional clients. The programme and the notes are listed in Hong Kong. Partner Karen Zhang Pallaras led the firm’s team in the transaction, while Linklaters advised on English and Hong Kong laws and Haiwen & Partners on Chinese law. The joint arrangers and dealers were advised by Allen & Overy as to English law and by King & Wood Mallesons as to Chinese law.

Maples has also acted as BVI counsel to Summer Spring Project on its issue of €95 million (US$1.15b) 4.6 percent bonds due 2023, with the benefit of a Keepwell Deed and a Deed of Equity Interest Purchase Undertaking provided by Changde Economic Construction Investment Group. Together with its subsidiaries, Changde Economic Construction Investment Group acts as a primary development, construction and operation platform via which Changde Municipal Government carried out unban and municipal development in Changde, China. Partner Karen Zhang Pallaras led the firm’s team in the transaction, while King & Wood Mallesons and W&H Law Firm advised the issuer and Changde Economic Construction Investment Group as to English law and Chinese law, respectively. Linklaters advised the managers and trustee as to English law, and Hylands Law Firm advised the managers as to Chinese law.

Rajah & Tann Singapore has acted for Blue Planet Environmental Solutions on its acquisition of the entire issued share capital of Vac-Tech Engineering from Grand Victor Corp and Mencast Energy. Blue Planet is a leading regional waste management player in Asia, focused on driving the vital transition to a circular economy through sustainable technologies. M&A partners Tracy Ang and Janice Pui, alongside banking and finance partners Lee Xin Mei and Enoch Long, led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted for GIMO Financial on its Series A fundraising round from lead investor TNB Aura Fund 2, Integra Partners Fund II (Singapore), Porcelain Series VCC (for the account and for the purpose of Resolution Fintech Fund I), Startup Innovation Investment ThinkZone Fund II, Y Combinator ES20 and YC ESP22. Partner Tracy Ang led the firm’s team in the transaction.

Trilegal has advised NPCI International Payments, a subsidiary of National Payment Corporation of India, on the linkage of Unified Payments Interface (UPI) with its equivalent network PayNow in Singapore. The deal will enable Indians and Singaporeans to transfer money using UPI and PayNow. Indian Prime Minister Sri Narendra Modi and Singapore Prime Minister Lee Hsien Loong witnessed this historic launch. TMT partner Nikhil Narendran, supported by partner Tine Abraham, led the firm’s team in the transaction.

Trilegal has also advised Tablespace Technologies and its founders on the transaction structuring, and negotiating and drafting transaction documents, on the investment, involving a primary issuance and a secondary transfer of convertible and ordinary shares, by the Hillhouse Capital Group in the company. Table Space is a horizontal managed workspace operator that is transforming the commercial real estate market in India with an Intelligent Grade A Workspace-as-a-Service offering. Table Space’s vision is to be the largest workspace operator in India that caters to large and mid-market tenants looking to occupy Grade A space for long periods. Corporate partners Harsh Maggon, Ankit Kejriwal and Pranav Atit, along with real estate partner Mridul Kumbalath, led the firm’s team in the transaction.

TT&A is advising United States International Development Finance Corporation (DFC) on its loan facility, via external commercial borrowing, of up to US$6.7 billion to Leap Agri Logistics (Baroda) for the construction of a grain silo storage complex, in accordance with the concession agreement executed by Leap with Food Corporation of India (FCI). The loan will enable Leap to construct modern grain silos able to feed people in India, and help FCI deliver on its food security mission and reduce food loss. Partners Gautam Saha, Pallavi Meena and Pragya Sood led the firm’s team in the transaction.

WongPartnership is acting for Citigroup Global Markets Singapore, DBS Bank and United Overseas Bank, as the joint book-runners and underwriters, on a private placement by ESR-LOGOS REIT to raise approximately S$150 million (US$111.4m). The proceeds from the private placement, together with an additional S$150 million (US$111.4m) to be raised in a non-renounceable preferential offering proposed to be undertaken by ESR-LOGOS REIT, will be used to fund future acquisitions, redevelopments and asset enhancement initiatives. Partners Long Chee Shan and Ong Kuan Chung are leading the firm’s team in the transaction.

WongPartnership is also acting for CapitaLand Investment on the establishment of a China Development Fund, which is committed to investing in two hyperscale data centre development projects in the Greater Beijing area. The total equity committed to the new fund is S$530 million (US$393.6m). Partner Felicia Ng is leading the firm’s team in the transaction, together with partner Liang Weitan.

Latest Deals from Law Firms and Legal Services Providers: 22nd February 2023

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Allen & Gledhill has acted as transaction counsel to Mercatus Tres, a subsidiary of Mercatus Co-operative, on its US$652.5 million divestment of its 50 percent indirect interest in Gold Ridge, which owns, manages and operates NEX, to Frasers Centrepoint Trust and Frasers Property. Partners Ho Kin San, Song Su-Min and Tan Boon Wah led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to Top Harvest Capital on its participation in the US$8.15 million pre-Series A financing round of Asa Ren, jointly led by Marcy Venture Partners and Kejora Capital. Asa Ren is in the business of consumer genetics testing and digitalising health profiles. Top Harvest Capital invests worldwide in early-stage startups leveraging machine learning or artificial intelligence in software and healthcare. Partner Nicholas Soh led the firm’s team in the transaction.

Ashurst has advised Goldman Sachs on the use of their new tokenisation platform, GS DAPTM, in respect of the first tokenised green bond issued by a government globally. A tokenized bond is a bond where its beneficial interests are recorded on settlement in the tokenised securities accounts on a private blockchain network. The successful offering of HK$800 million (US$102m) tokenised green bond is under Hong Kong’s Government Green Bond Programme. GS DAPTM is used to facilitate the use of cash tokens issued by the Hong Kong Monetary Authority (HKMA) for settling primary issuance and secondary trading, as well as making payment for coupons and redemption. Hong Kong’s Financial Services and the Treasury Bureau has described this as a pilot issuance to test the compatibility of Hong Kong’s current legal and regulatory framework, financial infrastructure and market operational practice in order to promote Hong Kong as Asia’s digital-asset and sustainable financing capital. Bank industry global co-chair Etay Katz and financial regulatory partner and Hong Kong managing partner Ben Hammond, assisted by Hong Kong debt capital markets partner and global finance, funds and restructuring finance division co-head Jini Lee, London digital economy partner David Futter, capital markets partner Alex Biles, commercial litigation partner James Levy and Melbourne partner Jeff Lynn led the firm’s team in the transaction.

AZB & Partners has advised Platinum Equity on its global acquisition of high temperature solutions business of Imerys group. Partners Darshika Kothari, Kunal Kumbhat and Nishanth Ravindran led the firm’s team in the transaction, which was valued at approximately US$947m and was completed on January 31, 2023.

AZB & Partners is also advising Azalp Technologies, which operates an online platform that allows users to purchase digital content of influencers and creators listed on the platform (doing business as Rigi), on the Rs1 billion (US$12m) acquisition of equity stake in Rigi by Elevation Capital VIII, Accel India VII (Mauritius), SCI Seed Investment II and Stellaris Venture Partners India Trust II, among others. Partners Srinath Dasari and Nanditha Gopal are leading the firm’s team in the transaction, which was signed on January 5, 2023 and is yet to be completed.

Baker McKenzie has advised SFC-licensed asset manager Pando Finance on securing approval from the Hong Kong Securities and Futures Commission (SFC) to manage investment funds that comprise up to 100 percent virtual assets. Virtual asset specialists Joy Lam, Ryan Chan and Samantha WS Lai led the firm’s team in the transaction.

Bird & Bird ATMD has acted for Cercano Management Asia (formerly Vulcan Capital) on its investment as the lead investor in the US$10 million Series B2 fundraising round of SwipeRX, Southeast Asia’s leading platform for pharmacies. With the fresh funds raised, SwipeRx will expand its business-to-business commerce platform for the pharmaceutical industry in key markets. This round includes investments from other marquee investors, including global pharma Sanofi’s Global Health Unit and existing investors Susquehanna International Group, Johnson & Johnson and Patamar Capital. Corporate partner Marcus Chow led the firm’s team in the transaction.

Clifford Chance has advised global construction group Webuild on the successful restructure and acquisition, through a deed of company arrangement, of Australian engineering and construction company Clough Group. The transaction represents the largest successful trade-on and turnaround of a construction group through voluntary administration in Australian history. This complex transaction was achieved through a sale implementation deed, deed of company arrangement and creditor’s trust relating to five group companies, as well as a number of related share and asset sale arrangements, and the simultaneous restructure of many of Australia’s most significant ongoing infrastructure projects. With this transaction, Webuild has established itself as one of the largest and most well-credentialled construction and engineering firms in the Australian market, acquiring more than A$6 billion (US$4b) of uncompleted works, and guaranteeing ongoing employment for 1,100 Clough employees. Webuild, formerly known as Salini Impregilo, is a leading global player in the construction of large, complex projects for sustainable mobility, hydropower, water and green buildings. The combined Webuild-Clough group in Australia has around 3,000 employees, and a combined order backlog of over A$18 billion (US$12.3b), including projects for which they are preferred bidders. Finance, restructuring and insolvency partner Mark Gillgren led the firm’s cross-border team in the transaction.

Clifford Chance has also advised Japanese financial services group ORIX Corporation, as international counsel on the antitrust and China merger control aspects of its approximately ¥300 billion (US$2.2b) acquisition of DHC Corporation, a leading Japanese manufacturer of cosmetics and health foods. DHC products are sold through a variety of channels, including its network of directly-owned stores, mail-order sales, convenience stores and pharmacies. Beijing partner Yong Bai led the firm’s team in the transaction, while GEN Law Firm provided Chinese law advice.

Cyril Amarchand Mangaldas has advised F5 on the Indian leg of its acquisition of Lilac Cloud, a computer networking entity. The transaction was signed on January 22, 2023 and closed on February 1, 2023. Partners Suvojit HalderBishen Jeswant, and Bharath Reddy, supported by taxation head partner SR Patnaik and partner Anirban Mohapatra, led the firm’s team in the transaction, while Skadden acted as international counsel.

Cyril Amarchand Mangaldas has also advised Octopolis Technologies on its Pre-Series B round of funding from Truescale Venture, ICMG, Flourish Ventures, Sequoia, Blume and Whiteboard Capital Apnaklub, a business-to-business fast moving consumer goods wholesale startup. The Rs480 million (US$6m) fundraising is to be used to bolster Apnaklub’s technology, and to sell its services to more kirana (corner) store owners in Tier II and Tier III cities. Partner Trayosha Darapuneni led the firm’s team in the transaction, which was signed on December 16, 2022 and closed on January 13, 2023.

IndusLaw has advised Evolvence on its Series C investment, along with other investors, namely Edelweiss Discovery Fund, Equanimity Ventures Trust and 9Unicorns Accelerator, into Renee Cosmetics. This investment also leads to creating a US$100 million valuation for the brand in a little over two years of operations. Partner Rashi Saraf led the firm’s team in the transaction, which was valued at US$25 million. Cyril Amarchand Mangaldas represented Renee Cosmetics.

Khaitan & Co has advised TrueScale Venture Capital and IIFL Asset Management on an agreement entered into by TrueScale with IIFL AMC to transfer the funds it manages, along with sponsorship, to IIFL Asset Management and its associate entities. Further, TrueScale’s founder and managing partner Sameer Nath will join IIFL Asset Management as Chief Investment Officer and head of Venture Capital and Private Equity. The transaction will also enhance IIFL Asset Management’s unique private equity business, and increase the assets under management. For TrueScale, the transaction will deliver important advantages, including more capital, more resources, superior deal flow and superior competitive position. Partners Siddharth Shah and Divaspati Singh led the firm’s team in the transaction, which was announced on January 11, 2023.

Khaitan & Co has also advised Divo TV, a digital media and music company in India with presence across all four south Indian language music markets, on the signing of a deal with Warner Music for the acquisition by Warner Music of a majority stake in Divo TV. Partners Bhavik Narsana, Tanu Banerjee, Nishad Nadkarni and Deepak Kumar led the firm’s team in the transaction, which was announced on February 8, 2023.

Paul Hastings has successfully represented Mitsubishi Tanabe on an international arbitration brought by Novartis, involving the multi-billion-dollar-a-year blockbuster drug product Gilenya®. At stake was a significant sum in past and future royalties that Novartis was obligated to pay Mitsubishi Tanabe, under the parties’ license agreement. Although Novartis had been paying royalties while the arbitration was pending, Mitsubishi Tanabe had not been able to recognize any of those payments as revenue, in accordance with IFRS 15. The license agreement at issue involves fingolimod, a chemical compound that Mitsubishi Tanabe scientists created, tested and eventually patented. In 1997, Mitsubishi Tanabe licensed its patent and know-how rights, so Novartis could develop fingolimod into a pharmaceutical product. Using fingolimod as its active ingredient, Novartis developed Gilenya® for treating multiple sclerosis. Revolutionizing the way patients with MS can be treated (i.e., with an oral tablet instead of injection), Gilenya® instantly became a blockbuster, attaining annual sales of over US$3 billion. For years, it was one of Novartis’s most profitable drug products. Notwithstanding the incredible financial success that Novartis enjoyed with Gilenya®, Novartis filed a Request for Arbitration with the International Chamber of Commerce, arguing that provisions controlling royalties in the US, EU and other countries were invalid and/or unenforceable under various applicable laws. In the final award it issued to the parties after an intense four-year battle, the Tribunal denied all of Novartis’s claims relating to the validity of those royalty provisions. In accordance with the arbitral award described above, these fees and royalties will be recognized collectively as revenue in the financial statements for the fourth quarter of the fiscal year ending in March 2023. Partners Eric Dittmann, Joseph Profaizer, Young Park, Joshua Bennett, Steve Kinnaird and Chad Peterman led the firm’s team representing the client on the matter.

Trilegal has advised JM Baxi Ports and Logistics on entering into a strategic partnership with Hapag-Lloyd Aktiengesellschaft (HLAG). JM Baxi Ports and Logistics, its promoters and HLAG have entered into a strategic partnership. As part of the transaction, HLAG has agreed to purchase approximately 35 percent from Integral Investments South Asia VIII, a Bain Capital affiliate. HLAG has also agreed to subscribe to a capital increase by the company and raise its shareholding to 40 percent. JM Baxi Ports and Logistics provides marine shipping and logistics services, and offers logistics value chain, including port facilities, such as container and multi-cargo port terminals, container freight stations and inland container depots, and niche logistics services for project and bulk cargo. JM Baxi Ports and Logistics serves customers worldwide. Corporate partners Nishant Parikh, Harsh Maggon and Pranav Atit, supported by partners Nisha Kaur Uberoi (national competition law head), Nayantara Nag (projects) and Rudresh Singh (competition law), led the firm’s team in the transaction.

Trilegal has also successfully represented United Breweries (UB), Heineken’s Indian subsidiary, before the Supreme Court on an alleged beer cartel case. On February 17, 2023, the Supreme Court stayed the order of the National Company Law Appellate Tribunal (NCLAT), which had upheld the penalty of approximately Rs7.5 billion (US$90m) and the Competition Commission of India (CCI) recovery proceeding imposed on UB by the CCI. Previously, on September 24, 2021, the CCI found UB, SABMiller India (now renamed as Anheuser Busch InBev India), Carlsberg India and All India Brewers’ Association guilty of cartelization in the beer market, and had imposed a total penalty of approximately Rs8.62 billion (US$104m). UB was directed to pay approximately Rs7.5 billion (US$90m). The CCI order was affirmed by the NCLAT in its judgment dated December 23, 2022. Partner & National Competition Head Nisha Kaur Uberoi, supported by partner Gautam Chawla, led the firm’s team representing UB in the matter.

WongPartnership is acting for Singapore-based commodity trader Trafigura Group on the loss of S$762 million (US$569m) in the nickel fraud. Partners Wendy Lin and Jill Ann Koh are leading the firm’s team in the matter.

WongPartnership is also acting for IOI Properties Group on the leasing of IOI Central Boulevard Towers, a mixed-use development. The 16-and 48-storey towers and seven-floor podium development will include approximately 1.26 million sq ft of office space and 30,000 sq ft of retail and food and beverage space. Partners Tan Teck Howe and Lee Si Min are leading the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 15th February 2023

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Allen & Gledhill has acted as transaction counsel to venture capital firm Wavemaker Pacific 4, who led the US$5.64 million series seed round investment in Klikit, a Singapore-based food delivery software-as-a-service start-up which offers a proprietary one-stop software solution that facilitates the managing and consolidating orders with delivery channels, and building and licensing brands across multiple locations and channels for restaurants. Partner Nicholas Soh led the firm’s team in the transaction.

Baker McKenzie has advised CMB International Capital, as the financial adviser to the offeror, Falcon Holding, on its acquisition of approximately 70.92 percent shareholding in Shandong Fengxiang, and the mandatory general offer for all the issued H shares in Shandong Fengxiang, other than those already owned by or agreed to be acquired by Falcon. Falcon is a limited partnership whose general partner is Falcon Holding GP, a company directly 100 percent owned by PAG Capital. Shandong Fengxiang is a white-feathered broiler meat exporter and retail enterprise of chicken meat food in China. Shandong Fengxiang’s H shares are listed in Hong Kong. Capital markets partner Christina Lee, supported by partners Brian Wong and Derek Poon, led the firm’s team in the transaction.

Baker McKenzie and its Singapore member firm, Baker McKenzie Wong & Leow, have advised Electricity Generating Public Company (EGCO Group) on the disposal of its entire shares in three geothermal power plants in Indonesia to Star Energy Group Holdings. Under the agreement, EGCO Group disposed 20 percent of issued and paid-up ordinary shares in Star Energy Geothermal and 30.25 percent of issued and paid-up ordinary shares in Star Phoenix Geothermal JV, for a total consideration of US$485 million. The two companies hold interests in three geothermal power plants, namely “Wayang Windu”, “Salak” and “Darajat” located in West Java, Indonesia. Bangkok corporate and commercial partner Preeda Meksrisuwan and Singapore principal Bee Chun Boo of Baker McKenzie Wong & Leow led their firm’s respective team in the transaction.

Clifford Chance has advised leading crypto asset servicing provider Zodia Custody on its joint venture with SBI Digital Asset Holdings (SBI DAH) to establish a Japan-based crypto assets custodian, targeting institutional clients in one of the most sophisticated crypto asset regulatory jurisdictions. The transaction is subject to antitrust, foreign direct investment and financial regulatory clearances. The joint venture features an innovative structure, and will be owned 51 percent by SBI DAH and 49 percent by Zodia Custody. Zodia Custody provides crypto asset services to institutional investors around the globe, enabling institutions to invest safely and securely in crypto assets. Based in London, it is a subsidiary of Standard Chartered with backing from Northern Trust. Partner Michihiro Nishi led the firm’s team in the transaction.

Clifford Chance has also advised secondaries private equity firm TR Capital, as the lead investor, on the international aspects of a fund restructuring transaction of US$150 million. The transaction involves the acquisition of three Indian companies from Samara Capital Partners Fund II by a newly incorporated vehicle. The TR Capital-led investor consortium also includes Stepstone Group, Unigestion and Axiom Asia. The three acquired companies include SMT (Sahajanand Medical Technologies), India’s largest manufacturer of minimally invasive cardiovascular devices and supplier of stents; FirstMeridian Business Services, India’s third largest staffing company with a headcount of more than 118,000 associates; and Paradise Food Court, a biryani restaurant chain with 80 outlets across 10 cities. Partner Bryan Koo, supported by partner Mark Shipman, led the firm’s team in the transaction, which is one of the largest secondaries transactions completed in India to date.

Cyril Amarchand Mangaldas has advised Enzene Biosciences, a subsidiary of Alkem Laboratories, on the acquisition of eight percent minority stake in Enzene Biosciences by Eight Roads Ventures and F-Prime Capital for a total consideration of approximately Rs1.61 billion (US$19.4m). Partner Nagavalli G led the firm’s team in the transaction, which was signed on December 23, 2022.

Cyril Amarchand Mangaldas has also advised JP Morgan India, as the broker, on the share sale, over two tranches in October 2022 and January 2023, of 4.4 percent equity stake with an aggregate value of approximately Rs16 billion (US$193m) by Sojitz Corporation in Samvardhana Motherson International (Motherson). The transaction involved the sale of equity shares of Motherson via share sale on the stock exchanges. In the first tranche, Sojitz divested 2.83 percent stake in Motherson for approximately Rs8.26 billion (US$99.7m). The second tranche comprised a sale of 1.57 percent stake by Sojitz in Motherson for approximately Rs7.76 billion (US$93.7m). Western region markets practice head partner Abhinav Kumar led the firm’s team in the transaction, which was signed on January 16, 2023 and closed on January 18, 2023. Ashurst acted as international counsel for the broker.

Proskauer has advised world-leading hospitality group Accor on the sale of its remaining interests in H World Group, formerly Huazhu Group, for US$460 million. These sales finalize the value creation of the investment made by Accor in 2016, also with the firm’s representation. The cumulative value received by Accor since it started selling its interests in 2019 has now reached US$1.2 billion, compared to an initial investment of less than $200 million. Pursuant to the original transaction, H World maintains its master franchise agreement to various Accor brands, which has resulted in the opening of 450 budget and mid-range hotels in China, with an additional 190 hotel openings in the pipeline for the next three years. Private equity real estate partners Jeff Horwitz and Yuval Tal, supported by capital markets partners Louis Rambo and Jeremy Leifer, led the firm’s team in the transaction.

Rajah & Tann Singapore has acted as Singapore counsel to Grofers International on its approximately US$568 million acquisition of all the shares in Indian instant delivery service Blink Commerce (formerly Grofers India, and a wholly-owned subsidiary of Grofers International) by food delivery startup Zomato. Partner Evelyn Wee led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted for Keppel FELS on the disposal of a JTC industrial shipyard located at 55 Gul Road Singapore, together with the foreshore lots, seabed plots, plant and machineries, and floating docks to ST Engineering Marine for a total consideration of S$95 million (US$71.2m). Partner Norman Ho led the firm’s team in the transaction.

Shook Lin & Bok has acted as transaction counsel to Intudo Ventures, as the lead investor, on iSeller’s Series B financing round, which raised approximately US$12 million. iSeller is Indonesia’s leading omnichannel point of sale platform for online and offline merchants. Partners Ho Ying Ming and Siow Ying Yi led the firm’s team in the transaction.

Skadden has advised Hesai Group, the global leader in three-dimensional light detection and ranging (LiDAR) solutions, on its IPO of American depositary shares on Nasdaq. Hesai Group offered ten million ADSs, each representing one Class B ordinary share, at US$19 per ADS, for a total offering size of US$190 million, assuming the underwriters do not exercise their over-allotment option to purchase up to an aggregate of 1.5 million additional ADSs at the IPO price. This is the largest US IPO by a Chinese technology company since mid-2021, and the second largest technology IPO worldwide in the past 12 months. Trading was expected to commence on February 9, 2023. Shanghai partner Yuting Wu led the firm’s team in the transaction.

WongPartnership is acting for IOI Properties Group on the leasing of Central Boulevard Towers. Partners Tan Teck Howe and Lee Si Min are leading the firm’s team in the transaction.

December 28

TT&A advised Mr. Sam Balsara and Ms. Lara Balsara Vajifdar in relation to the 26percent stake held by them in Mediacom Communications Private Limited

TT&A advised Mr. Sam Balsara and Ms. Lara Balsara Vajifdar in relation to the 26percent stake held by them in the share capital of Mediacom Communications Private Limited.

This matter involved the purchase by Russell Square Holding B.V., a subsidiary of WPP plc, of the 26percent stake held by Mr. Sam Balsara and Ms. Lara Balsara Vajifdar in Mediacom Communications Private Limited.

TT&A Team: Feroz Dubash – Partner; Teeshta Bissa & Jasel Mundhra – Associates

January 10,2023

TT&A advised Rahul Mishra in formation of a joint Venture with Reliance Retail Ventures Limited

TT&A advised Rahul Mishra in formation of a joint venture company with Reliance Retail Ventures Limited to create a new brand which will engage in the business of accessories, footwear, home, beauty, and jewelry across the globe. The joint venture company aims to open flagship stores around the globe and create a new global brand under the aegis of Rahul Mishra.

Rahul Mishra is a leading Indian fashion designer and is the first Indian designer to showcase at Paris Haute Couture week.

TT&A Team: Harshit Chandra & Akshita Alok – Managing Associates

Maples has acted as Cayman Islands counsel to Atour Lifestyle Holdings on its IPO of 4.75 million American depositary shares, representing its Class A ordinary shares, and its listing on Nasdaq. Atour is the largest upper midscale hotel chain in China, in terms of room number. The offering, which closed on November 15, 2022, raised approximately US$52 million. Partner Derrick Kan led the firm’s team in the transaction, while Davis Polk & Wardwell advised on US law, and JunHe advised on law. The underwriters were represented by Latham & Watkins as to US law and by Zhong Lun Law Firm as to Chinese law.

 ECARX Holdings Inc. and COVA Acquisition Corp. (De-SPAC) – closed on 20 December 2022

Maples

Acted as Cayman Islands counsel to ECARX Holdings Inc. (“ECARX”), a global mobility tech company transforming vehicles into seamlessly integrated information, communications, and transportation devices, in connection with its business combination with COVA Acquisition Corp. (“COVA”), a Cayman Islands special purpose acquisition company listed on Nasdaq. The business combination was effected by means of two consecutive mergers pursuant to which Ecarx Temp Limited (“Merger Sub 1”), a wholly owned subsidiary of ECARX, merged with and into COVA (the “First Merger”), with COVA surviving the First Merger; and immediately following the First Merger, COVA as the surviving company of the First Merger merged with and into Ecarx&Co Limited, a wholly owned subsidiary of ECARX (the “Second Merger”, and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger. As a result of the Mergers, ECARX become a public listed company. ECARX is shaping the interaction between people and cars by rapidly advancing the technology at the heart of smart mobility. ECARX’s current core products include infotainment head units, digital cockpits, vehicle chip-set solutions, a core operating system and integrated software stack. Beyond this, ECARX is developing a full-stack automotive computing platform. Upon consummation of the business combination, ECARX commenced trading on Nasdaq on 21 December 2022. The Business Combination has raised approximately US$368 million. The Maples team comprised partner Karen Zhang Pallaras and associate Katherine Ng. Skadden, Arps, Slate, Meagher & Flom acted as US legal advisor to ECARX. Orrick acted as US legal advisor to COVA.

No. Headings Details
1. Practice Area M&A
2. Sector Infrastructure (Ports and Logistics)
3. Date of Signing January 25, 2023
4. Public Announcement Press release:

https://www.hapag-lloyd.com/en/company/press/releases/2023/01/hapag-lloyd-ag-acquires-share-in-j-m-baxi-ports—logistics-limi.html

https://www.baincapital.com/news/bain-capital-private-equity-affiliate-sells-j-m-baxi-stake-hapag-lloyd

News Articles:

https://economictimes.indiatimes.com/markets/stocks/news/hapag-lloyd-buys-35-in-jm-baxi-ports/articleshow/97337820.cms

5. Completion Date Pending
6. Client/Seller Integral Investments South Asia VIII, which is a Bain Capital entity (“a Bain Capital Private Equity affiliate”)
7. Target J M Baxi Ports and Logistics Limited (“JMBPL”)
8. Headquarters of Target’s Ultimate Parent Company India
9. Acquirer HL Terminal Holding BV, a wholly owned subsidiary of Hapag-Lloyd Aktiengesellschaft (“Hapag-Lloyd”)
10. Deal Description Acquisition of 35 percent of J M Baxi Ports & Logistics Limited (JMBPL), from a Bain Capital Private Equity affiliate.
11. Role of the Firm AZB & Partners advised the Client.
12. Total Consideration (approx. US$ & INR values in million) Confidential, in excess of US$ 5 million.
13. Concerned Partners Qais Jamal and Gaurav Bansal
No. Headings Details
      1 Practice Area M&A
      2 Sector Energy (Transmission) sector
      3 Public Announcement Date January 2, 2023
      4 Public Announcement Press release:

Norway’s Climate Investment Fund and KLP invest in Indian transmission sector  – Norfund

News article:

Norfund, KLP to Acquire 49percent Stake in ReNew’s Transmission Project – Mercom India

     5 Client Norwegian Investment Fund for developing countries (“Norfund”)
     6 Target Koppal Narendra Transmission Limited (SPV of ReNew Transmission Ventures Private Limited)
     7 Headquarters of Target’s Ultimate Parent Company India
      8 Acquirer Norfund
      9 Seller ReNew Transmission Ventures Private Limited
     10 Deal Description Acquisition of 49percent ownership stake in Koppal Narendra Transmission Limited by Norfund
     11 Role of the Firm AZB & Partners advised the Client
     12 Total Consideration (approx. US$ & INR values in million) INR 900 Mn/ approx. US$ 11 Mn

 

      13 Concerned Partner Anuja Tiwari
      14 Concerned Senior Associate Mallika Anand

 

 

 

Latest Deals from Law Firms and Legal Services Providers: 8th February 2023

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Ashurst has acted as international counsel, advising on both English and Hong Kong laws, to the issuer and guarantor on the issuance of US$200 million 6.5 percent guaranteed bonds due 2023 issued by ITG Holding Investment (HK), unconditionally and irrevocably guaranteed by Xiamen ITG Holding Group. The bonds are listed in the Chongwa (Macao) Financial Asset Exchange, and were cleared through Macao Central Securities Depository and Clearing (MCSD). ITG Holding Investment is a diversified service provider engaged in five main business sectors, namely supply chain, urban construction and operation, consumer and health, financial services and advanced manufacturing businesses. It is a state-owned company established in 1995 under Xiamen Municipal Bureau of Finance, the predecessor of Xiamen SASAC. Partner Jessica Li led the firm’s team in the transaction, which is the largest issuance by a Chinese non-financial institution since the launch of MCSD.

AZB & Partners has advised India Infrastructure Fund II, a fund managed by Global Infrastructure Partners India, on the Rs28 billion (US$338m) acquisition by Green Infra Wind Energy, a wholly-owned subsidiary of Sembcorp Green Infra, of 100 percent stake in Vector Green Energy from India Infrastructure Fund II. Partners Zia Mody, Atreya Bhattacharya and Aditya Periwal led the firm’s team in the transaction, which was completed on January 10, 2023.

AZB & Partners has also advised Oiltanking and Oiltanking India on the Rs10.5 billion (US$127m) acquisition by Adani Ports and Special Economic Zone of Oiltanking India’s 49.38 percent equity stake in Indian Oiltanking, and Oiltanking’s 10 percent equity stake in IOT Utkal Energy Services. Partner Divya Mundra led the firm’s team in the transaction, which was completed on January 31, 2023.

JSA has advised private equity fund Frontenac on the India leg of its 100 percent sale of Excellarate, including its Indian subsidiaries, to Encora. Frontenac is a Chicago-based private equity firm, which focuses on investing in lower middle market buyout transactions. Excellarate is a global technology services and solutions company with over 20 years of domain expertise within health, insurance, financial and enterprise technologies. Encora is a global next-gen product engineering provider. Partner Rishabh Gupta led the firm’s team in the transaction.

JSA has also advised DBS Bank India on a structured term loan facility extended to an Indian subsidiary of a Singapore-based major education services company for the acquisition of three operating school assets located in Hyderabad, India. Partner Soumitra Majumdar led the firm’s team in the transaction.

Khaitan & Co has advised India-listed Eris Lifesciences on the Rs3.4 billion (US$41m) acquisition by its wholly-owned subsidiary, Eris Oaknet Healthcare, of a part of the dermatology portfolio of Glenmark Pharmaceuticals, via the acquisition of nine trademarks, along with their applicable line extensions. A pharmaceutical company with a pure-play domestic branded formulations business model, Eris Lifesciences has established a leading presence in its core cardio-metabolic franchise in just 15 years from inception, and is also successfully diversifying its business with three emerging therapies (Dermatology, Neuropsychiatry and Gynaecology). Eris Oaknet Healthcare focuses on the dermatology segment business of Eris Lifesciences. This transaction helps augment and expand the business of Eris Oaknet Healthcare by way of expansion in product offerings. Partner Kalpana Unadkat, supported by partners Arindam Ghosh and Shailendra Bhandare, led the firm’s team in the transaction, which was completed on January 17, 2023.

Khaitan & Co has also advised Mizuho Bank, MUFG Bank GIFT Branch, Sumitomo Mitsui Banking Corporation Singapore Branch and Mashreqbank, as the lenders, on their grant of an unsecured term loan facility of up to US$200 million to JSW Vijayanagar Metallics, under the external commercial borrowing route, supported by a letter of comfort from JSW Steel, the holding company of JSW Vijayanagar Metallics. The facility is proposed to be utilised towards capital expenditure in connection with a manufacturing plant. Partner Manisha Shroff led the firm’s team in the transaction, which was completed on November 14, 2022. Allen & Overy acted as lenders’ English counsel.

Maples has acted as Cayman Islands counsel to 360 DigiTech on its global offering of 5.54 million ordinary shares and secondary listing in Hong Kong. Nasdaq-listed since December 2018, 360 DigiTech is a Credit-Tech platform in China that provides a comprehensive suite of technology services, with 360 Jietiao app as its primary user interface. The offering closed on November 29, 2022, and raised approximately HK$277.2 million (US$35.3m). Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates advised on Hong Kong and US laws, and Commerce & Finance Law Offices advised on Chinese law. The joint sponsors, Citigroup Global Markets Asia and China International Capital Corporation Hong Kong Securities, and the underwriters were advised by Kirkland & Ellis on Hong Kong and US laws, and by Jingtian & Gongcheng on Chinese law.

Maples has also acted as Cayman Islands counsel to Giant Biogene Holding on its IPO of approximately 22.6 million shares, and the listing in Hong Kong. Giant Biogene is a leader in the bioactive ingredient-based professional skin treatment product industry in China. It is the second largest professional skin treatment product company in China in 2021, with a retail sales value of Rmb6 billion (US$884m), as well as the largest collagen-based professional skin treatment product company by retail sales in China. The offering, which closed on November 4, 2022, raised approximately HK$495.8 million (US$63m).  Partner Juno Huang led the firm’s team in the transaction, while Clifford Chance advised on Hong Kong and US laws, and Jingtian & Gongcheng and Guantao Law Firm advised on Chinese law. The sponsors Goldman Sachs (Asia) and China International Capital Corporation Hong Kong Securities, among others, were advised by Freshfields Bruckhaus Deringer as to Hong Kong and US laws, and by Commerce & Finance Law Offices as to Chinese law.

O’Melveny has advised Fluence Analytics, a startup that provides real-time analytics solutions to polymer and biopharmaceutical companies worldwide, on its acquisition by Yokogawa Electric, an advanced solutions provider in the areas of measurement, control and information to customers across a broad range of industries. As a result of the acquisition, Fluence Analytics will function as Yokogawa Fluence Analytics, and integrate its operations with Yokogawa’s existing business to further enhance its technological capabilities. Based in the US, Fluence Analytics is a global leader in polymerization*1 reaction monitoring and control, and its automatic continuous online monitoring of polymerizations (ACOMP) product is the only commercially available system that can measure and analyze multiple polymer properties in real time. Founded in Tokyo in 1915, Yokogawa Electric addresses customer issues regarding the optimization of production, assets and the supply chain with the effective application of digital technologies, enabling the transition to autonomous operations. Silicon Valley M&A partners Brian Covotta and Warren Lazarow led the firm’s team in the transaction, which was announced on February 2, 2023.

Skadden is advising Lotus Technology, a pioneering luxury electric vehicle maker that operates under the iconic British brand “Lotus”, on its business combination with L Catterton Asia Acquisition, a special purpose acquisition company listed in the Nasdaq, and affiliated with L Catterton, a leading global consumer-focused investment firm. The business combination implies an estimated enterprise value of approximately US$5.4 billion for Lotus Technology. Upon completion of business combination, the combined company is expected to retain its name as “Lotus Technology”, and its ordinary shares are expected to be listed in the Nasdaq. Proceeds from the business combination are expected to be used for further product innovation, next-generation automobility technology development, global distribution network expansion and general corporate purposes. Partners Peter Huang (Beijing) and Shu Du (Hong Kong), supported by partners Steve Kwok (Hong Kong), Bruce Goldner (New York), Victor Hollender and Brian Egan (Washington DC), are leading the firm’s team in the transaction.

Skadden is also advising Renault Group on Renault-Nissan-Mitsubishi Alliance’s new initiatives to take their partnership to the next level. This three-dimension program to maximize value creation for all Alliance stakeholders will include: 1) high-value-creation operational projects in Latin America, India and Europe; 2) enhanced strategic agility with new initiatives that partners can join; 3) a rebalanced Renault Group-Nissan cross-shareholding and reinforced Alliance governance. Renault Group and Nissan have entered into a binding framework agreement regarding the above-mentioned transactions, with a view of reaching definitive agreements by the end of the first quarter of 2023. Corporate partners Armand Grumberg (Paris), Mitsuhiro Kamiya (Tokyo) and Bruce Embley (London), and antitrust/competition partner Frederic Depoortere (Brussels) are leading the firm’s team in the transaction.

S&R Associates is representing ArcelorMittal Projects India on its successful Rs2.88 billion (US$35m) bid and investment, jointly with Bothra Shipping Services, for the mechanization of Vishakhapatnam Port berths on a Design, Build, Finance, Operate and Transfer basis. Partners Sudip Mahapatra and Lakshmi Pradeep led the firm’s team in the transaction.

TT&A has advised the STEAG Group on the Indian law aspects of an intra group restructuring, involving transfer of a stake in STEAG Energy Services (India) (SESI), and the transfer of a group entity in Botswana from an offshore STEAG group company to SESI. Partner Feroz Dubash led the firm’s team in the transaction.

TT&A has also advised Asian Development Bank Ventures, an existing shareholder in Euler Motors, on the GIC-led Series C funding raised by Euler Motors. The deal involved raising by Euler Motors of Series C funding of approximately US$60 million. Euler Motors aims to utilise the funds to scale up its manufacturing and supply chain infrastructure, accelerate product development and augment talent across key functions in the organization. Established in 2018, Euler Motors plans to expand its retail presence in 12 new markets. Partner Dushyant Bagga led the firm’s team in the transaction.

WongPartnership is acting for the manager of Frasers Centrepoint Trust (FCT) and Frasers Property on the joint acquisition of a 50 percent stake in suburban mall Nex from a subsidiary of Mercatus Co-operative, a unit of NTUC, for S$652.5 million (US$492m). The acquisition is in line with FCT’s investment strategy, allowing for diversification and enhancing its market position in the suburban retail sector. Partners Andrew Ang and Soong Wen E are leading the firm’s team in the transaction, together with partners Monica YipChan Jia Hui and Jerry Tan.

WongPartnership has also acted for a global investment firm on the launch of yuu Rewards Club, a free rewards platform created by the firm’s tech venture, minden.ai. Partner Mark Choy led the firm’s team in the transaction, together with partner Kylie Peh.

Latest Deals from Law Firms and Legal Services Providers: 1st February2023

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Allen & Gledhill has acted as transaction counsel to DBS Bank and Industrial and Commercial Bank of China Singapore Branch on the US$250 million revolving loan facility to Olam Treasury. DBS Bank also acted as the agent for the transaction. Partner Mark Hudspeth led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to venture capital firm Wavemaker Pacific 4, which led a Series A round investment in Lemonaide, a digital aggregator company based in Southeast Asia providing software solutions for the pre-owned car market. Partner Nicholas Soh led the firm’s team in the transaction.

AZB & Partners is advising Cellcure Cancer Centre and Dr Ashish Joshi, Dr Kshitij Joshi, Dr Preetam Kalaskar, Dr Vashista Maniar and Dr Chandrashekhar Pethe on the Rs749 million (US$9m) acquisition of equity stake by Tata Capital Healthcare Fund II in Mumbai Oncocare Centre, a unit of Cellcure Cancer Centre. Tata Capital Healthcare Fund II is registered under the SEBI (Alternate Investment Funds) Regulations 2012 as a Category II Alternate Investment Fund, acting through its trustee, Tata Trustee, represented by Tata Capital, the investment manager. Partners Anand Shah and Shriram Shah are leading the firm’s team in the transaction, which was signed on January 12, 2023 and is yet to be completed.

AZB & Partners has also advised Alpine Investors, via its affiliate Helium Acquirer Corporation, on its acquisition of Medusind Holdings and its group companies, including its Indian subsidiary, Medusind Solutions India. Partners Ashwath Rau, John Adwet Raghav and Shivanand Nayak led the firm’s team in the transaction, which was valued at more than US$10 million and was completed on January 5, 2023.

Baker McKenzie has represented Cambium Grove Capital (CGC), an Asia-based asset management platform that invests in real estate, alternative credit, private equity and special situation opportunities, on the structuring, formation and successful closing of an investment vehicle relating to the acquisition of a portfolio of hotels in Japan. The transaction exemplifies CGC’s Japan value-add real estate investment strategy. Hong Kong private capital specialist Edwin Wong led the firm’s team in the transaction.

Baker McKenzie has also advised Perusahaan Listrik Negara (PLN) on successfully securing a US$750 million (with green shoe option) syndicated loan with eight international and multinational banks, acting as mandated lead arrangers and book-runners, to support the company’s green projects and programs implementation. The mandated lead arrangers and book-runners of this deal comprise Bank of China, China Construction Bank, CIMB / Bank CIMB Niaga, DBS Bank, Bank Mizuho Indonesia / Mizuho Bank, OCBC / Bank OCBC NISP, Sumitomo Mitsui Banking Corporation / Bank BTPN and United Overseas Bank. This transaction, which represents PLN’s first commercial syndicated green loan, follows closely from the US$500 million green financing facility with a guarantee from the World Bank’s Multilateral Investment Agency (MIGA), on which the firm also advised. The MIGA-backed financing facility was the first green loan obtained by PLN and by any state-owned enterprise in Indonesia. Partner Indri Pramitaswari (Mita) Guritno and associate partner Agung Wijaya at Indonesian member firm HHP Law Firm, and principal Kah Chin Chu at Singapore member firm Baker McKenzie Wong & Leow led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has advised Andhra Pradesh Urban Infrastructure Asset Management on the financing facility aggregating to Rs20.79 billion (US$254m) availed by Ramayapatnam Port Development Corporation (RPDC) from a consortium of lenders led by State Bank of India. The financing facility is for the construction and development of a greenfield port with total berth capacity of 34 MTPA at Ramayapatnam in Prakasam district of Andhra Pradesh. Partner Yash Jain led the firm’s team in the transaction, which was signed on September 6, 2022 and is expected to close within this financial year.

IndusLaw has advised PhonePe on its fund raise of US$350 million, at a pre-money valuation of US$12 billion, from leading global growth equity firm General Atlantic. The General Atlantic investment marks the first tranche of an up to US$1 billion total fundraise that PhonePe commenced in January 2023. PhonePe plans to deploy the new funds to make significant investments in infrastructure, including the development of data centers, and help build financial services offerings at scale in the country. The company also plans to invest in new businesses, including insurance, wealth management and lending. The fundraise is expected to support PhonePe, as it seeks to turbo-charge the next wave of growth for UPI payments in India, including UPI lite and Credit on UPI to enable greater financial inclusion for Indians. Partners Saurav Kumar and Rohit Ambast, supported by partner Unnati Agrawal and founding partner Avimukt Dar, led the firm’s team in the transaction. Shardul Amarchand Mangaldas & Co represented General Atlantic.

Khaitan & Co has advised Abhinav Arora and other existing shareholders and Synokem Pharmaceuticals on the strategic growth investment by TA Associates in Synokem, a CDMO pharma company which manufactures, exports and sells pharmaceutical products. Partner Bhavik Narsana, supported by partners Nishad Nadkarni, Deepak Kumar and Priya Singh led the firm’s team in the transaction, which was announced on January 18, 2023.

Khaitan & Co has also advised Kedaara Capital Growth Fund III, a fund managed by Kedaara Capital, on its Rs8 billion (US$97.6m) primary investment in Avanse Financial Services. Kedaara is an operationally oriented private equity firm pursuing control and minority investment opportunities in India. It currently advises / manages over US$3.3 billion through investments in market leading businesses across a variety of sectors. With a presence across 50 countries, Avanse is new-age education-focused, technologically advanced NBFC that provides hyper-personalised education financing, as well as financing for the working and growth capital needs, of educational institutes. Partner Niren Patel, supported by partners Ashraya Rao, Moin Ladha, Anshuman Sakle, Siddharth Shah, Divaspati Singh, Kumar Saurabh Singh, Deepak Kumar and Smriti Yadav and executive director Sudhir Bassi, led the firm’s team in the transaction, which was completed on January 19, 2023. AZB & Partners advised Avanse Financial Services and Warburg Pincus, while Cyril Amarchand Mangaldas advised IFC.

Maples has acted as Cayman Islands counsel to WEILONG Delicious Global Holdings on its IPO of approximately 96.4 million shares and the listing in Hong Kong. WEILONG is a leading spicy snack food company in China, most famously known for its “Latiao”, a seasoned flour product inspired by traditional Chinese formulas. The offering, which closed on December 15, 2022, raised approximately HK$1.02 billion (US$130m). Partner Juno Huang led the firm’s team in the transaction, while Clifford Chance advised on Hong Kong and US laws, and Commerce & Finance Law Offices advised on Chinese law. The sponsors Morgan Stanley Asia, China International Capital Corporation Hong Kong Securities and UBS Securities Hong Kong, among others, were advised by Paul Hastings as to Hong Kong and US laws, and by Jingtian & Gongcheng as to Chinese law.

Maples has also acted as Cayman Islands counsel to Huafang Group on its IPO of 46 million ordinary shares and listing in Hong Kong. Huafang is an internet company in China offering video- and audio-based live entertainment and social networking services to its users. The offering, which closed on December 12, 2022, raised approximately HK$128.8 million (US$16.4m). Partner Richard Spooner led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati advised on Hong Kong and US laws, and King & Wood Mallesons advised on Chinese law. The joint sponsors, Haitong International Capital and CCB International Capital, and the underwriters were advised by O’Melveny & Myers as to Hong Kong and US laws, and by Haiwen & Partners as to Chinese law.

Mayer Brown has advised Itochu Corporation on a 15-year Liquified Natural Gas (LNG) sale and purchase agreement with Rio Grande LNG. Under this agreement, Itochu will purchase one million metric tons per annum (MTPA) of LNG on a Henry-Hub linked price from the Rio Grande LNG export project in Brownsville, Texas. The Rio Grande LNG export project will be capable of producing 27 MTPA of LNG at full scale. The project’s promoter, Next Decade, is currently targeting a positive final investment decision on the first three trains of the project during the first quarter of 2023. The project will potentially include a carbon capture and storage system that is designed to reduce at least 90 percent of the CO2 emissions produced at the Rio Grande LNG Terminal. Singapore partner Nick Kouvaritakis, supported by partners Rupert Burrows (Tokyo) and Sean Prior (Singapore), led the firm’s team in the transaction.

Rajah & Tann Singapore has acted for the issue manager on the secondary listing of Comba Telecom Systems in Singapore, making it the first equity listing on the Main Board of the SGX-ST in 2023. Primarily listed in Hong Kong, Comba Telecom Systems is a global leading solution and service provider of wireless and information communications systems. Partner Tan Mui Hui led the firm’s team in the transaction.

TT&A is advising Asian Development Bank (ADB) on its US$-denominated term loan facility of up to US$131 million to Nhava Sheva Freeport Terminal, an equal joint venture between J M Baxi Ports & Logistics and CMA Terminals, which will be involved in upgrading, operating and maintaining the Jawaharlal Nehru Port Container Terminal in Navi Mumbai. The key financing documents for this transaction were executed on January 20, 2023. Subject to the applicable conditions being met, the borrower would be the first private concessionaire to operate and maintain a major port under the purview of the Major Port Authorities Act 2021 and the new concession agreement in relation to major ports. Partners Gautam Saha and Ambarish Mohanty led the firm’s team in the transaction.

TT&A has also advised the United States International Development Finance Corporation on its loan facility, via an external commercial borrowing, of up to US$5.17 million to ManiBhavnam Home Finance India, a housing finance company. Partners Gautam Saha and Pallavi Meena led the firm’s team in the transaction.

WongPartnership is acting for Wavemaker Partners, as a lead investor, on the US$5.2 million seed funding round of Pilon, a Singaporean fintech firm providing cloud-based supply chain financing system in South East Asia. Pilon will use the funds to improve its digital product offerings, and expand its footprint in markets like the Philippines and Cambodia. It also plans to foray into Vietnam, Thailand or Indonesia within the next year. Partner Kyle Lee is leading the firm’s team in the transaction.

WongPartnership has also acted for the Singapore Medical Council (SMC) on its disciplinary tribunal proceedings instituted against Dr Wee Teong Boo on three charges of professional misconduct. The firm has also represented SMC in the court proceedings, in which Dr Wee filed a court challenge seeking to stop the tribunal from admitting his police statements and his evidence given in the criminal trial in the disciplinary inquiry. Partners Melanie Ho and Chang Man Phing led the firm’s team in the matter.

 

Latest Deals from Law Firms and Legal Services Providers: 25th January 2023

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Allen & Gledhill has acted as transaction counsel to APAC Realty, a Singapore-listed controlled investee company of Morgan Stanley Private Equity Asia, on the acquisition of an additional 22 percent of the shares in each of ERA Viet Nam Real Estate and Eurocapital, to increase its total stake in each of ERA Vietnam and Eurocapital to 60 percent. ERA Vietnam and Eurocapital both operate real estate brokerage businesses in Vietnam. The maximum consideration payable by APAC is S$15.4 million (US$11.7m), subject to earn-outs. Managing partner Oh Hsiu Hau and partner Tran Thi Phuong Thao led the firm’s team in the transaction.

Allen & Gledhill has also advised Vard Vung Tau, a Vietnamese subsidiary of Vard, on the purchase of land use rights over a parcel of land with an estimated area of around two hectares and facilities attached to such land located in Dong Xuyen Industrial Park, Vung Tau City, Vietnam from Southern Petroleum Construction. Vietnam partner Tran Thi Phuong Thao led the firm’s team in the transaction.

Allen & Overy has advised the Abu Dhabi Investment Office (ADIO) and the Department of Municipalities and Transport (DMT) in Abu Dhabi on Phase 2 of its Road Lighting public-private partnership project in Abu Dhabi, UAE, which reached commercial close in December 2022. The project will be delivered by Nojoom, a joint venture between Eléctricité de France and ENGIE, and involves the finance, supply, installation, operation and maintenance of 133,473 LED energy-efficient road lights. The project forms part of the wider Abu Dhabi Road Lighting Programme, and will reduce power consumption by 74 percent over a 12-year concession period. The firm also supported ADIO and DMT on earlier phases of this programme. This demonstrates a robust PPP framework established by ADIO in the Emirate, and marks an important milestone in the UAE’s sustainability development agenda. UAE partner Elliott Sawford led the firm’s team in the transaction.

AZB & Partners has advised Welspun on its acquisition, via its wholly-owned subsidiary Big Shot Infra Facilities, of Sintex Prefab & Infrastructure. The resolution plan was submitted on April 15, 2022, and approved by the National Company Law Tribunal on December 21, 2022. The deal was valued at Rs7 billion (US$85.8m), which represents the total debt of Sintex Prefab & Infrastructure resolved by virtue of the resolution plan. Partners Darshika Kothari, Suharsh Sinha and Avinash Subramanian led the firm’s team in the transaction.

AZB & Partners has also advised EQT AB on its acquisition of 100 percent equity stake in Baring Private Equity Asia Group and the ultimate general partner entities that control the Baring funds. Partners Ashwath Rau, Rushabh Maniar and John Adwet Raghav led the firm’s team in the transaction, which was valued at Rs570 billion (US$7b) and was completed on December 20, 2022.

Clifford Chance has advised leading global private markets firm Partners Group, acting on behalf of its clients, on its acquisition of a majority stake in Sunsure Energy, a leading renewable energy and decarbonisation solutions platform in India. Partners Group will invest up to US$400 million in Sunsure Energy. Under Partners Group’s ownership, Sunsure Energy will be transformed into a next-generation independent power producer that will build and own utility-scale solar, wind, solar-wind hybrid and battery storage renewable energy projects. Targeting over 3 GW of operational capacity, the platform will sell power directly to its customers, as well as help them meet decarbonisation and energy cost reduction targets by providing additional value-added services, such as energy-as-a-service and carbon credit management. Partner Tom Lin led the firm’s team in the transaction.

Cyril Amarchand Mangaldas advised Larsen and Toubro (L&T) on the sale of its ‘Smart World and Communications Business’ (SW&C Business) to its listed subsidiary L&T Technology Services (LTTS) for Rs8 billion (US$98m). The transaction seeks to leverage LTTS’s global footprint and achieve a global market reach for the SW&C Business. Partners Shishir Vayttaden and Aditi Singhvi, supported by partners Aditi SinghviBishen Jeswant and Anirban Mohapatra, led the firm’s team in the transaction, which was signed on January 12, 2023.

JSA has advised Export-Import Bank of India (EXIM), India’s premier specialised export credit agency, on the issue of US$1 billion 5.5 percent notes under EXIM’s US$10 billion global medium term note program. The firm also advised and assisted EXIM on the listing of the US$ notes on the India International Exchange. EXIM opened the new year of 2023 for the debt markets for Indian issuers with its maiden benchmark-sized sustainability 10-year US$ bonds under its Environmental, Social and Governance Framework. The transaction is a debut / maiden sustainability notes offering by EXIM, which has the same rating as that of the Government of India. This issuance makes EXIM the largest ever single tranche IG ESG issuer out of India. Partner Dina Wadia, supported by partner Uttara Kolhatkar, led the firm’s team in the transaction.

Maples has acted as Cayman Islands counsel on the special purpose acquisition company (SPAC) listing of TechStar Acquisition in Hong Kong. TechStar Acquisition completed its offering on December 23, 2022, and raised approximately US$128.5 million in proceeds. This is the fifth Hong Kong SPAC listing since the Hong Kong Stock Exchange updated its listing rules to permit SPAC listings on January 1, 2022. The promoters of TechStar Acquisition are CNCB (Hong Kong) Capital, an SFC licensed corporation and an indirect subsidiary of Shanghai and Hong Kong-listed China CITIC Bank; Zero2IPO Consulting Group, an investment management company; Zero2IPO Capital, an SFC licensed corporation; and individuals Mr NI Zhengdong, Mr LI Zhu and Mr LAU Wai Kit. TechStar Acquisition intends to focus on identifying high-growth de-SPAC targets in the “new economy” sector in China. Asia corporate head partner Matt Roberts led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati acted as Hong Kong and US counsel. Sidley Austin represented the joint sponsors and the underwriters.

Maples has also acted as Cayman Islands counsel to KANZHUN (BOSS Zhipin), a Nasdaq-listed company since June 2021, on its dual primary listing, via introduction of its Class A Ordinary Shares in Hong Kong. BOSS Zhipin is the largest online recruitment platform in China, in terms of average MAU and online recruitment revenue in 2021 and the six months ended June 30, 2022. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates advised as to Hong Kong and US laws, and Tian Yuan Law Firm advised as to Chinese law. The joint sponsors, Morgan Stanley Asia and Goldman Sachs (Asia), were advised by Clifford Chance as to Hong Kong and US laws, and by Han Kun Law Offices as to Chinese law.

Nishith Desai Associates has acted as India counsel to Exor Co-invest Fund I on its Series D investment round in Ultraviolette Automotive. The Series D investment round also saw participation from Qualcomm Ventures. Ultraviolette manufactures futuristic and high-end electric motorbikes, which seek to redefine the sustainable automotive space. Exor has diverse investment portfolio, which includes Ferrari, Juventus Football Club and Christian Louboutin, among others.

Paul Hastings has advised Morgan Stanley Asia, as the sole sponsor, on the HK$442 million (US$56.4m) global offering of Shenzhen Pagoda Industrial (Group), the largest fruit retail operator in China, and its listing in Hong Kong. Morgan Stanley Asia acted as the overall coordinator and the sole global coordinator; Morgan Stanley Asia and CMB International Capital acted as the joint book-runners; and Morgan Stanley Asia, CMB International Capital, Fosun Hani Securities, First Shanghai Securities, Futu Securities International (Hong Kong) and Tiger Brokers (HK) Global acted as the joint lead managers. Founding partner and Greater China chair Raymond Li and corporate partner Chaobo Fan led the firm’s team in the transaction.

Paul Hastings has also advised GenScript Biotech and its subsidiary Probio Technology on Probio’s Series C financing with investments from Legend Capital, Highlight Capital, Hillhouse (Probio’s Series A investor) and other prominent institutional investors. The share subscription agreement was signed on January 17, 2023. The Series C financing will raise approximately US$224 million at the closing of the transaction. The firm previously advised GenScript and Probio in 2021 and 2022 on Probio’s Series A and Series B financings, respectively. GenScript is an industry-leading biotechnology company renowned for its proprietary gene synthesis technology and advanced know-hows in life science research and application. Probio provides comprehensive contract development and manufacturing organization services to biotech and biopharma companies in antibody drug discovery, as well as pre-clinical development, clinical and commercial manufacturing for biologics, and plasmid & virus for therapeutics. China co-chair Jia Yan led the firm’s team in the transaction.

Rajah & Tann Singapore is acting for Link Real Estate Investment Trust (Link REIT) on its first acquisition in Singapore, the approximately S$2.161 billion (US$1.64b) acquisition of suburban retail assets Jurong Point and Swing By @ Thomson Plaza from Mercatus Co-operative, a subsidiary of NTUC Enterprise Co-operative. The firm is also advising Link REIT on its 10-year asset and property management of AMK Hub, which will remain under the ownership of Mercatus, and the retention of employees for the management of Jurong Point, Swing By @ Thomson Plaza and AMK Hub. Partners Evelyn Wee (deputy head-corporate and transactional practice), Benjamin ST Tay (deputy head-corporate real estate) and Loh Chun Kiat (M&A), supported by partners Chen Xi (capital markets / M&A), Elsa Chai (co-head – corporate real estate), Lina Chua (corporate real estate), Kala Anandarajah (head-competition & antitrust and trade), Benjamin Cheong (deputy head-TMT), Anne Yeo (head-funds and investment management) and Vikna Rajah (head-tax & trust, co-head – private client), are leading the firm’s team in the transaction.

TT&A is advising Aseem Infrastructure Finance on its rupee-denominated term loan facility of up to Rs2.16 billion (US$26.5m) to ReNew Sun Bright, a leading market player of the renewable energy space, for set-up and operation of a 300MW solar plant in the state of Rajasthan, India. Senior partner Gautam Saha and partners Pallavi Meena and Pragya Sood are leading the firm’s team in the transaction.

TT&A is advising DFC on its loan facility, via an external commercial borrowing, of up to US$5.17 million to ManiBhavnam Home Finance India, a housing finance company. The loan will be supported by a personal guarantee from Mrs Meghha Gupta, a shareholder of ManiBhavnam Home Finance India. Senior partner Gautam Saha and partner Pallavi Meena are leading the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 18th January 2023

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Allen & Gledhill has advised Swire Coca-Cola, a subsidiary of Hong Kong-listed British conglomerate Swire Pacific, on its US$1 billion acquisition of CC Cambodia Holdings and Coca-Cola Indochina from Coca-Cola Japan. CC Cambodia and Coca-Cola Indochina package and distribute the Coca-Cola beverage in Cambodia and Vietnam, respectively. Partners Christian Chin and Nicholas Soh led the firm’s team in the transaction.

AZB & Partners has advised Kohlberg Kravis and Roberts & Co on its acquisition of Ness Digital Engineering entities Jersey Holding and Ness Europe Technologies from The Rohatyn Group. Partners Ashwath Rau and Kashish Bhatia led the firm’s team in the transaction, which was completed on December 27, 2022.

AZB & Partners has also advised Acuity Knowledge Partners (UK), acting through MT Bidco Consulting Solutions, on its acquisition of Cians Analytics, along with its subsidiaries Cians Analytics Inc and Lever Data. Partner Roxanne Anderson led the firm’s team in the transaction, which was completed on September 12, 2022.

Clifford Chance has advised the Export–Import Bank of China, as anchor sponsor, on the US$1 billion target closing of the China-ASEAN Investment Cooperation Fund II. This ASEAN-focused private infrastructure fund will aim to invest across the region in infrastructure and energy resources, with a targeted focus on sustainability and ESG standards. The Export-Import Bank of China is a state-funded and state-owned policy bank with the status of an independent legal entity. Under the direct leadership of the State Council, the bank is dedicated to supporting China’s foreign trade, investment and international economic cooperation. Beijing partner Ying White led the firm’s team in the transaction.

IndusLaw has advised SarvaGram and Elevar on the investment of US$35 million into SarvaGram by Temasek, TVS Capital Funds and existing investors Elevar and Elevation Capital. Partners Mayukh Datta and Rashi Saraf led the firm’s team in the transaction. Temasek was advised by JSA, while TVS Capital Funds was advised by Khaitan & Co.

JSA has successfully represented Tata Power Renewable Energy (TPRE) before the Ld Central Electricity Regulatory Commission in proceedings claiming Change in Law compensation to offset recurring and non-recurring impact on account of introduction of Goods and Services Tax. In its order dated December 1, 2022, Ld CERC granted Change in Law compensation to offset the impact of GST for several of TPRE’s solar projects. Compensation has been directed in terms of the GST impact of approximately Rs700 million (US$8.5m) during construction period and GST impact on actuals during the operation period (on operation and maintenance expenses) for 25 years; carrying cost from date of payment of tax until issuance of order at actual rate of interest on working capital and Late Payment Surcharge after issuance of supplementary bill by TPRE; and discount rate of 10.41 percent for annuity payments towards the above. Partner Abhishek Munot, supported by partner Kunal Kaul, led the firm’s team representing TPRE on the matter.

JSA is also advising on the transfer of mutual fund schemes of IDBI Mutual Fund to LIC Mutual Fund. On December 29, 2022, IDBI AMC, IDBI Trustee, LIC AMC and LIC Trustee signed a Scheme Transfer Agreement for the transfer of all existing mutual fund schemes of IDBI Mutual Fund to LIC Mutual Fund. The completion of the transaction, yet to occur, will result in IDBI Trustee handing over the trusteeship of the IDBI MF Schemes to LIC Trustee; the asset management rights over the IDBI MF Schemes will be transferred by IDBI AMC to LIC AMC; and the transferred mutual fund schemes will form part of the LIC Mutual Fund. Partners Rinku Ambekar and Vaibhav Choukse (competition law head) are leading the firm’s team in the transaction, which is subject to approvals of the Securities and Exchange Board of India and the Competition Commission of India.

Khaitan & Co has advised a consortium of 16 lenders, led by State Bank of India, on the settlement of the outstanding debt liability of an aggregate amount of Rs55.76 billion (US$682m) owed to the lenders by Religare Finvest (RF). The settlement arrangement has been entered among the lenders, RF and Religare Enterprises, and is to be implemented through payment of an agreed settlement amount upfront, and sharing of certain upside with the lenders in a time-bound matter and through a consent arrangement. Partner Kumar Saurabh Singh, supported by director Vinita Krishnan, led the firm’s team in the transaction. Cyril Amarchand and Mangaldas advised the company.

Khaitan & Co has also advised Apis Partners on its proposed minority investment in Whizdm Innovations (dba MoneyView). MoneyView operates as a digital lending platform, and has an NBFC subsidiary. Apis led the Series C investment round with other existing investors Crimson Winter, Evolvence and Internet Fund III at a valuation of approximately US$900 million. Partners Kartick Maheshwari, Ashraya Rao and Kapish Mandhyan, supported by partners Smita Jha, Shailendra Bhandare, Supratim Chakraborty and Anshul Prakash, led the firm’s team in the transaction, which was announced on December 26, 2022 and is yet to be completed. Trilegal advised Whizdm Innovations.

Maples has acted as Cayman Islands counsel to Nasdaq-listed Kingsoft Cloud Holdings on its dual primary listing, via introduction, of its ordinary shares in Hong Kong. Shares in the company commenced trading in Hong Kong on December 30, 2022. Kingsoft Cloud offers various cloud services to customers in strategically selected verticals. Partner Richard Spooner led the firm’s team in the transaction, while Davis Polk & Wardwell acted as Hong Kong and US counsel, and Fangda Partners acted as China counsel. Simpson Thacher & Bartlett acted as Hong Kong and US counsel, while Han Kun Law Offices acted as China counsel to the joint sponsors JP Morgan Securities (Far East), China International Capital Corporation Hong Kong Securities and UBS Securities Hong Kong.

Maples has also acted as Cayman Islands counsel to STAR CM Holdings on its IPO of approximately 14.73 million shares and listing in Hong Kong. STAR CM owns and operates a large library of Chinese film IPs, and is a music IP creator and operator in China. The offering, which closed on December 29, 2022, raised approximately HK$319.6 million (US$41m). Partner Everton Robertson led the firm’s team in the transaction, while Cooley HK advised on Hong Kong law and Zhong Lun Law Firm advised on Chinese law. The sponsors China International Capital Corporation Hong Kong Securities and China Securities (International) Corporate Finance Company, among others, were advised by Kirkland & Ellis on Hong Kong law and by CM Law Firm as to Chinese law.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for Link Real Estate Investment Trust (Link REIT) on its first acquisition in Singapore, the approximately S$2.161 billion (US$1.63b) acquisition of suburban retail assets Jurong Point and Swing By @ Thomson Plaza, from Mercatus Co-operative, a subsidiary of NTUC Enterprise Co-operative. Partners Evelyn Wee and Loh Chun Kiat (capital markets / M&A) are leading the firm’s team in the transaction, alongside partners Benjamin TayElsa Chai and Lina Chua (corporate real estate), Kala Anandarajah (competition & antitrust and trade), Anne Yeo (funds & investment management), Benjamin Cheong (TMT) and Vikna Rajah (tax).

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for impact investors InsuResilience Investment Fund II (managed by BlueOrchard Finance), Women’s World Banking Asset Management and Finnish Fund for Industrial Cooperation on the US$27 million Series B+ investment into Axinan, which owns a Singapore-based regional insurtech business under the Igloo brand. Partner Chua Wei Min led the firm’s team in the transaction.

Skadden has advised Bilibili, a Nasdaq and Hong Kong-listed leading video community for young generations in China, on its offering of approximately 15.34 million American depositary shares, each representing one Class Z ordinary share, with par value of US$0.0001 per share, at US$26.65 per ADS. Bilibili entered into an equity underwriting and notes exchange agreement with Goldman Sachs (Asia) dated January 9, 2023, in relation to Bilibili’s issuance of ADSs, partially in exchange for an aggregate principal amount of US$384.8 million of its outstanding 0.50 percent convertible senior notes due December 2026 purchased by Goldman Sachs and its applicable affiliate(s) from the holders of such exchange notes in privately negotiated transactions. The offering closed on January 11, 2023. Partners Haiping Li (Shanghai), Paloma Wang (Hong Kong) and Yuting Wu (Shanghai) led the firm’s team in the transaction.

Trilegal has advised Carlyle Group on the acquisition of a majority stake in VLCC Health Care, a leading Wellness & Beauty services and products organisation founded by Mrs Vandana Luthra in 1989. VLCC serves customers across 310 locations in 143 cities spanning 12 countries in South Asia, South East Asia, the GCC Region and East Africa. Corporate partners Nishant Parikh, Harsh Maggon, Sneha Vardhan and Pranav Atit, supported by partners Atul Gupta (labour and employment), Rahul Arora (real estate), Tine Abraham (dispute resolution) and Jyotsana Jayaram (TMT), led the firm’s team in the transaction.

TT&A has acted as Indian law counsel to the lenders on the refinancing of certain existing indebtedness of Tau Investment Holdings, a promoter of Indian-listed company JB Chemicals & Pharmaceuticals. The financing was a refinance of an earlier facility, which was raised by the borrower for acquisition of equity shares of JB Chemicals & Pharmaceuticals. Partner Sonali Mahapatra led the firm’s team in the transaction.

TT&A has also advised an international bank on a US$ term-loan facility provided to a Singapore-based company for, inter alia, financing a project in Indonesia and general corporate purposes. The facility is secured by a charge over a specified bank account of the borrower, and a pledge over shares of listed Indian companies by an Indian shareholder of the borrower. The facility is also backed by a guarantee from the Singapore-based holding company of the borrower, and a limited guarantee from the Indian shareholder providing the pledge. Partners Rituparno Bhattacharya and Nidhi Rani led the firm’s team in the transaction.

WongPartnership has acted for MassMutual Venture on the Series A funding round of US$7.5 million investment into Qritive, an artificial intelligence-backed healthcare startup. Partner Kyle Lee led the firm’s team in the transaction.

WongPartnership has also advised Hong Kong-listed Comba Telecom Systems Holdings on its secondary listing via introduction in Singapore. Partner Chong Hong Chiang led the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 11th January 2023

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AZB & Partners is advising LIC Mutual Fund Asset Management and LIC Mutual Fund Trustee on their acquisition of IDBI Asset Management and IDBI MF Trustee. Partner Rushabh Maniar is leading the firm’s team in the transaction, which was signed on December 29, 2022 and is yet to be completed.

AZB & Partners has also advised KKR & Co on its acquisition of 13.3 percent stake in Advanta Enterprises, a subsidiary of UPL, under which UPL shall consolidate its Indian as well as global seeds. Partners Nandish Vyas and Bharat Budholia led the firm’s team in the transaction, which was valued at Rs24.6 billion (US$301m) and was completed on December 16, 2022.

Baker McKenzie has advised CapitaLand Investment (CLI), a leading global real estate investment manager with a strong Asia foothold, on its strategic partnership with Ally Logistic Property (ALP) and Pruksa Holding (PSH), to establish a S$1 billion (US$751m) CapitaLand SEA Logistics Fund (CSLF). ALP is a total warehousing solution provider in the Taiwan logistics industry. One of Thailand’s top real estate developers, Thailand-listed PSH primarily develops affordable residential projects, including townhouses, single detached houses and condominiums for all customer groups, notably in Bangkok. CLI, ALP and PSH have committed an initial equity investment of S$270 million (US$202.7m), with an option to increase their investment up to S$540 million (US$405.4m), and a target to achieve assets under management of S$1 billion (US$US$571m). CSLF will develop smart logistics infrastructure to meet the rising demand in Southeast Asia for warehouses. CLI, ALP and PSH will contribute their respective strengths and network in this partnership to grow CSLF’s logistics portfolio in Southeast Asia. Under the strategic partnership, CLI will be CSLF’s fund manager, leveraging its well-established global real estate platform, fund management expertise and local operating presence to provide the fund a competitive advantage in deal sourcing, investment and execution. ALP will provide automated warehouse technology, while PSH will provide market knowledge and integrated development experience in Thailand. Hong Kong funds partner Jason Ng led the firm’s team in the transaction.

FenXun Partners, Baker McKenzie’s China Joint Operation partner, is advising leading Chinese e-commerce company JD.com on the listing of its REIT, Harvest Jingdong Warehousing Logistics Close-end Infrastructure Securities Investment Fund, in Shanghai. The REIT, which was recently approved by the China Securities Regulatory Commission and the Shanghai Stock Exchange, shall hold three Chinese logistics parks totaling 350,995 sq mts (1.2 million sq ft) with a combined value of Rmb1.565 billion (US$231.6m). These include the first phase of JD.com Chongqing E-commerce Park, a transshipment and logistics center in Chongqing, as well as the company’s Asia No. 1 Logistics Parks in Wuhan, Hubei province and Langfang, Hebei province. Partners Wang Jianzhao, Yang Guangshui and Bao Zhi led the firm’s team in the transaction.

IndusLaw has advised Alight, a leading cloud-based human capital and technology services provider, on its acquisition of the Reed Group companies, a leading absence management service provider, from Guardian Life Insurance Company of America. The acquisition of Reed Group builds upon Alight’s strategy to support employees and their dependents from hire through retire by adding new content, capabilities and products that have the power to change the way that people interact with human resources, their benefits and their employer to power more confident decisions for life. Partner Saurav Kumar led the firm’s team in the transaction, while Kirkland & Ellis acted as US counsel. Morgan, Lewis & Bockius advised the Reed Group companies and Guardian Life Insurance Company of America.

JSA has advised on the merger of Netscribes (India) with NS Oxymoron Advisors. Netscribes (India) provides services across investment and business research, market, competitive, social media intelligence and communication to meet the tactical business objectives. NS Oxymoron Advisors, the holding company of Netscribes (India), supports organisations with data, information, research, insights, analytics, content and solutions across industries for tech-enabled and data-driven in nature. Partner Rinku Ambekar led the firm’s team in the transaction.

JSA has advised Temasek on its investment in SarvaGram Solutions, as part of the Series C funding round by SarvaGram. This funding round also received participation from Elevar Equity, Elevation Capital and TVS Capital Funds. SarvaGram is a rural lending and distribution platform, which focuses on lending to rural households. SarvaGram provides a range of customised financial and capacity-enhancing products to unlock the potential of aspirational rural India. Partners Vikram Raghani and Birbahadur Sachar led the firm’s team in the transaction.

Saraf and Partners has advised the President of India, acting through the Ministry of Railways, and the Department of Investment and Public Asset Management, Ministry of Finance (DIPAM), on a divestment of five percent of MoR’s stake in IRCTC, via an offer for sale, for Rs27.3 billion (US$333m). Axis Capital, Citigroup Global Markets India, Goldman Sachs (India) Securities and JM Financial Institutional Securities acted as brokers. Partner Murtaza Zoomkawala led the firm’s team in the transaction.

Simpson Thacher has represented Daiei Kankyo on its ¥43.3 billion (US$325m) global offering of shares, including an offering to institutional investors outside Japan, pursuant to Rule 144A and Regulation S under the Securities Act. The shares in the international offering consisted of newly issued shares and existing shares sold by Daiei Kankyo’s parent company. Daiei Kankyo operates a waste management and recycling business in Japan that covers the collection and transportation, intermediate treatment, recycling and final disposal of industrial and general waste from principally municipalities, manufacturers, general contractors and medical institutions. SMBC Nikko Capital Markets acted as sole book-runner in the international offering. Tokyo capital markets partner Taki Saito led the firm’s team in the transaction.

Simpson Thacher has also represented Skymark Airlines on its ¥32.5 billion (US$250m) global offering of shares, including an offering to institutional investors outside Japan, pursuant to Rule 144A and Regulation S under the Securities Act. The shares in the international offering consisted of newly issued shares and existing shares sold by selling shareholders. Skymark Airlines is the third largest Japanese airline, operating 23 routes within Japan. The international joint lead managers for the international offering were Morgan Stanley & Co International, Daiwa Capital Markets Europe and Merrill Lynch International. Tokyo capital markets partner Taki Saito led the firm’s team in the transaction. 

S&R Associates has represented IRB InvIT Fund, India’s first publicly listed InvIT, on its Rs3.42 billion (US$41.6m) acquisition of VK1 Expressway from the fund’s sponsor, IRB Infrastructure Developers. VK1 is a concessionaire for a section of the Vadodara-Mumbai Expressway. Partner Pratichi Mishra led the firm’s team in the transaction.

TT&A has advised KNI India, a joint venture between Norwegian Investment Fund for Developing Countries (NORFUND) and KLP, Norway’s largest pension company, on its investment in Koppal-Narendra Transmission, an entity controlled by Renew Power. The deal, which is the first transmission investment by Norfund in an Indian project, involves subscription to equity shares and non-convertible debentures by KNI India, where KNI India will hold 49 percent stake in the target. Partners Dushyant Bagga and Shivranjani Ralawata led the firm’s team in the transaction.

TT&A has also acted as Indian counsel to the United States International Development Finance Corporation (DFC) on the un-funded guaranty provided by DFC to the Hongkong and Shanghai Banking Corporation India (HSBC) for approximately US$10 million, under the structured obligation framework, in relation to the loans provided by HSBC to Aryadhan Financial Solutions. Partners Gautam Saha, Pallavi Meena and Pragya Sood led the firm’s team in the transaction.

WongPartnership is acting for Tang Dynasty Treasure on its mandatory conditional cash offer at S$0.72 (US$0.53) per share for the shares of Chip Eng Seng. If entitled, Tang Dynasty intends to privatise and delist Chip Eng Seng in Singapore. Partner Audrey Chng is leading the firm’s team in the transaction, together with partners Hui Choon YuenChan Jia Hui and Serene Soh.

WongPartnership is also acting for insurance technology startup Igloo on its US$27 million Series B funding round, in extension to the US$19 million round concluded earlier in March. The latest funding round was led by the InsuResilience Investment Fund II, a fund initiated by the German development bank KfW and managed by impact investor BlueOrchard Finance. Partner Kyle Lee is leading the firm’s team in the transaction.