Deals – 10 September 2014

Allen & Gledhill has also advised Housing and Development Board in respect of the issue of S$900 million (US$711.6m) fixed rate notes under its S$32 billion (US$25.3m) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Amarchand Mangaldas has advised Alstom India Ltd in respect of the India leg of the closing of the sale of its steam auxillary components business to leading European investment firm Triton. The business was sold for an enterprise value of around €730 million (US$941m) as part of the non-core asset disposal programme announced by Alstom in November 2013. The corresponding activities, representing revenues in excess of €400 million (US$515.8m), have been fully separated and transferred from Alstom to the newly founded ARVOS Group, with Triton as new sole shareholder. This includes transfer of 1,700 employees worldwide. Partner Akila Agrawal, assisted by partner Shweta Shroff Chopra, led the transaction whilst Freshfields acted as the international legal advisor for Alstom NV. Talwar Thakore & Associates assisted Triton with competition law filing requirements in India.

Appleby has acted as Cayman and BVI counsels to SoftBank Corp, one of the biggest shareholders of Alibaba Group, in respect of Alibaba Group’s sale of certain securities and assets primarily relating to its SME loan business to Zhejiang Ant Small and Micro Financial Services Company Ltd for cash consideration of US$518 million plus annual fees. The transaction was made ahead of Alibaba Group’s plan for potentially one of the biggest IPOs in US history. Alibaba Group, whose shareholders include SoftBank and Yahoo! Inc, is a privately-owned Chinese e-commerce operator which is one of the titans in China’s e-commerce industry. Zhejiang Ant’s key asset is Alipay, an online payment escrow service which accounts for roughly half of all online payment transactions within China. The vast majority of these payments use Alibaba services. SoftBank is a Japanese telecommunications and internet corporation led by Masayoshi Son and is one of the biggest shareholders of Alibaba. Corporate partner John Melia led the transaction whilst Morrison & Foerster advised as to US law. Wachtell, Lipton, Rosen & Katz acted for Alibaba whilst Skadden, Arps, Slate, Meagher & Flom acted for Yahoo! Inc.

Ashurst has advised South Korea’s Kia Motors Corp in respect of its investment with the Mexican State of Nuevo Leon to build an approximately US$1 billion car manufacturing plant which will enable it to secure a local production base to meet global demand for new vehicles. Kia expects to commence construction of the plant in September 2014 and to complete the construction in the first half of 2016. The new plant will be situated on a 500-hectare site that will also be home to numerous suppliers that will also invest in Nuevo Leon. The plant will have an annual production capacity of approximately 300,000 cars, boosting Kia’s global manufacturing capacity to 3.37 million vehicles. Corporate partner John K J Kim, supported by partner Peter Kwon, led the transaction whilst Mexican law firm Basham, Ringe y Correa, SC assisted on the deal.

AZB & Partners has advised Tata Consultancy Services Ltd in respect of its acquisition, together with Mitsubishi Corp, of shares in a JV company in Japan for providing information technology services. TCS acquired 51 percent of the equity of an entity formed through the merger of three existing entities, namely Mitsubishi’s wholly-owned subsidiaries IT Frontier Corp and Tata Consultancy Services Japan Ltd, and Nippon TCS Solution Center Ltd. The transaction value is approximately US$300 million. Additionally, Tata, through its subsidiary, acquired shares held by Mitsubishi in the JV for approximately US$50 million. Partners Bahram Vakil and Nilanjana Singh led the transaction which was completed on 1 July 2014.

AZB & Partners has also advised Inga Capital Private Ltd, IDFC Securities Ltd, Equirus Capital Private Ltd and ICICI Securities Ltd-Gammon Infrastructure Projects Ltd as the lead managers in respect of Gammon Infrastructure Projects Ltd’s qualified institutions placement of approximately 204.2 million equity shares aggregating to approximately INR2.59 billion (US$42.7m). Partners Kalpana Merchant and Varoon Chandra led the transaction which was completed on 5 September 2014.

Cheung & Lee, in association with Locke Lord (HK), has represented HKSE-listed Cheong Ming Investments Ltd in respect of the establishment of a joint venture engaging in the distribution and sale of motor vehicle parts in Hong Kong and China. The JV company is expected to receive an initial investment of HK$100 million (US$12.9m) from its shareholders within one year. Hong Kong partner Wing Cheung led the transaction which closed on 18 August 2014.

Clayton Utz is advising Empire Oil & Gas NL in respect of the agreement to buy ERM Power’s interest in several Perth Basin permits for A$16.34 million (US$15.2m). ERM Power has also agreed to participate up to A$7.5 million (US$6.9m) in a placement and subsequent rights issue. The agreement with ERM Power will deliver Empire full ownership of the Red Gully gas project and several other Perth Basin tenements. Following successful completion, Empire will be the largest acreage holder in the onshore Perth Basin. The transaction is still subject to a number of conditions, including shareholder, regulatory and contractual approvals. If approved, Empire intends to undertake a rights issue at the same price as the placement to ERM Power to raise up to A$10 million (US$9.28m). Perth corporate partners Mark Paganin and Brett Cohen are leading the transaction which was announced on 1 September 2014.

Colin Ng & Partners has advised China Powerplus Ltd in respect of a delisting from the Mainboard of the SGX-ST pursuant to Rules 1315, 1306 and 1309 of the Listing Manual, in conjunction with a S$7 million (US$5.56m) exit offer and compulsory acquisition under section 215 of the Companies Act (Cap 50) of Singapore by Apple Cove Ltd. China Powerplus is an investment holding company whose principal subsidiary is a manufacturer engaged in the design, production and sale of portable power tools with production facilities in Shandong, China. Partner Gregory Chan led the transaction which was completed on 5 September 2014.

Khaitan & Co has advised Pragati India Fund in respect of its approximately US$4.3 million venture capital investment in DCDC Health Services Private Ltd. Pragati India Fund is an India-focused private equity fund investing in small and medium sized companies with strong entrepreneurial and management capabilities. Associate partner Joyjyoti Misra led the transaction.

Khaitan & Co has also advised Apax Partners in respect of its subscription to compulsory convertible preference shares of Cholamandalam Investment and Finance Company Ltd (CIFCL) and open market purchase of equity shares of CIFCL for approximately US$103 million. Apax Partners is an independent global partnership focused solely on long-term investment in growth companies. Funds advised by Apax Partners typically invest in large companies with an enterprise value between €1 billion (US$1.29b) and €5 billion (US$6.45b). The funds invest in consumer, healthcare, services and technology and telecommunications. Partners Haigreve Khaitan and Aakash Choubey, assisted by executive director Daksha Baxi, led the transaction.

Majmudar & Partners has advised Bilcare Ltd on Indian law issues in respect of the subrogation of rights in favour of its overseas subsidiary, Bilcare Research AG, which was a guarantor for the loan availed by Bilcare Ltd from the State Bank of India. The firm also recently represented Bilcare Ltd on a €88 million (US$113.5m) credit facility availed by Bilcare Research AG from Deutsche Bank, Proventus Capital Partners III KB and Proventus Capital Partners III AB. Partner Rukshad Davar led the transaction.

Majmudar & Partners has also represented Asian Business Connections Private Ltd in respect of the acquisition of 100 percent equity stake of Leela Soft Private Ltd, the software technology park business arm of the Leela Group, for INR270 crores (US$44.5m). Partner Rukshad Davar also led the transaction.

Rajah & Tann is advising Zana Asia Fund Ltd in respect of its subscription of S$8 million (US$6.35m) redeemable convertible exchangeable preference shares in Chronoz Investment Holding Pte Ltd, a wholly-owned subsidiary of SGX-ST-listed OKH Global Ltd a company engaged in property development, integrated construction and infrastructure projects. Partner Danny Lim is leading the transaction which was announced on 5 September 2014 and is yet to be completed.

Shook Lin & Bok is acting for Singapore eDevelopment Ltd (SeD) in respect of the proposed acquisition of HotApps International Pte Ltd by OTC bound Fragmented Industry Exchange Inc (FIE) for US$700 million in shares and bonds. The consideration shall be satisfied by FIE acquiring HotApps for one million new shares at US$10 million and US$690 million worth of zero-coupon perpetual bonds. Upon completion of the transaction, SeD will own 99.84 percent of FIE, which will in turn hold HotApps as a wholly-owned subsidiary. Partner Gwendolyn Gn is advising on the transaction.

Slaughter and May Hong Kong is advising HKSE and NYSE-listed Semiconductor Manufacturing International Corp (SMIC) in respect of its top-up placing of shares, which involved the placing of existing shares and top-up subscription of new shares by Datang Holdings (Hongkong) Investment Company Ltd for approximately HK$1.6 billion (US$206.4m), and the related issue of US$95 million zero coupon convertible bonds due 2018. The joint placing agents were JP Morgan Securities (Asia Pacific) Ltd and Deutsche Bank AG Hong Kong Branch whilst the joint managers for the bonds issue were JP Morgan Securities plc and Deutsche Bank AG Hong Kong Branch. The bonds were listed on the SGX. The gross proceeds from the subscription of shares and bonds amounted to approximately US$291.2 million. SMIC proposes to issue to Datang additional shares for a cash consideration of approximately HK$402 million (US$51.87m) and bonds in the amount of approximately US$22 million, pursuant to Datang’s contractual pre-emptive rights to subscribe for the shares and bonds and based on substantially the same terms and conditions as the placing, the subscription and the issue of the bonds. The Datang pre-emptive subscriptions constitute connected transactions of SMIC and will be subject to independent shareholders’ approval. SMIC proposes to issue to Country Hill Ltd (CHL) additional shares for a cash consideration of approximately HK$161million (US$20.8m) pursuant to CHL’s contractual pre-emptive right to subscribe for the shares based on substantially the same terms and conditions as the placing and the subscription. The CHL pre-emptive subscription will constitute a connected transaction of SMIC and will be subject to independent shareholders’ approval. Datang is a Hong Kong incorporated company and is a wholly-owned subsidiary of Datang Telecom Technology & Industry Holdings Co Ltd, a company incorporated under PRC laws. CHL is a wholly-owned subsidiary of Bridge Hill Investments Ltd, a subsidiary controlled by China Investment Corp. Corporate and commercial partners Benita Yu and John Moore are leading the transaction.

Skadden has represented SMBC, a subsidiary of Sumitomo Mitsui Financial Group, in respect of entering into an MOU with The Bank of East Asia (BEA) for the proposed subscription by SMBC of some 222 million new shares representing approximately 9.53 percent of BEA’s current issued shares. Hong Kong office leader partner John Adeyibi, Tokyo partner Mitsuhiro Kamiya and Washington DC partners William Sweet and Brian Christiansen led the transaction.

Sullivan & Cromwell has represented Goldman Sachs in respect of its RMB312 million (US$50.8m) investment in China Huarong Asset Management Co Ltd. Hong Kong partner Michael G DeSombre, Washington DC partner Eric J Kadel Jr and New York partner Michael T Escue led the transaction which was completed 2 September 2014.

Watson, Farley & Williams’ Singapore and New York offices have advised Singapore Airlines as seller, lessee and senior lender in respect of an Irish structured operating lease transaction involving three Boeing 777-300ER aircraft. The transaction was arranged by Banco Santander SA and involved a syndicate of senior lenders comprising Singapore Airlines Ltd, Bank of Tokyo Mitsubishi UFJ Ltd Singapore Branch and National Australia Bank Ltd, with Banco Santander SA as junior lender. In addition to financing from the banks, the transaction allowed for Singapore Airlines to provide debt into the structure. As the airline is also a creditor to the Irish SPV, certain detailed inter-creditor provisions between Singapore Airlines as a senior lender and the other senior lenders and junior lenders had to be included in the deal structure. Asia Practice Asset Finance partner Siva Subramaniam led the transaction.

WongPartnership has advised Macquarie Capital (Singapore) Pte Ltd, the financial adviser to W Corp Ltd, in respect of, among others, the proposed acquisition of the entire issued and paid-up share capital of YuuZoo Corp for approximately S$490 million (US$387.5m) and the proposed issue and allotment of up to 50 million placement shares pursuant to the proposed compliance placement. Partners Gail Ong and James Choo led the transaction.

WongPartnership is also acting for Sunningdale Tech Ltd in respect of the proposed acquisition of the entire issued and paid up capital of Anchorage Singapore Holdings Pte Ltd for approximately US$80 million. Partners Ong Sin Wei, Alvin Chia and Miao Miao led the transaction.