|Allen & Gledhill has advised Centurion Corp Ltd in respect of the proposed £77 million (US$129m) acquisition of four properties located in the United Kingdom. These properties are existing purpose built student accommodation developments. Partner Christopher Ong led the transaction which is Centurion’s largest acquisition to date and its first in the United Kingdom.
Allen & Gledhill has also advised SIA Engineering Company Ltd in respect of the Singapore-based joint venture with The Boeing Company and Boeing Singapore Pte Ltd to provide fleet management services to Boeing-branded aircraft in the Asia Pacific region. Partners Richard Young, Lee Kee Yeng and Daren Shiau led the transaction.
Appleby has acted as Cayman counsel for China U-Ton Holdings Ltd in respect of its transfer of listing of all shares from the Growth Enterprise Market to the Main Board of the HKSE. The transfer of listing does not involve any issue of new shares by China U-Ton. A full range fiber optic network solutions provider servicing the telecommunications industry, China U-Ton was listed on the Growth Enterprise Market on 12 June 2012. Combining the micro-ducts and mini-cables system integration methods, as well as traditional methods, China U-Ton provides optical fiber deployment solutions to major telecommunication operators in the PRC. Hong Kong corporate partner Judy Lee led the transaction whilst Li & Partner advised on Hong Kong law.
AZB & Partners has advised private equity firm Xander in respect of its approximately INR4 billion (US$65.4m) acquisition of securities in real estate firm Supertech Ltd and its subsidiaries / affiliates. Partner Hardeep Sachdeva led the transaction which was partly completed on 5 August 2014.
Davis Polk has advised Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corp Ltd, Morgan Stanley & Co International plc and Standard Chartered Bank as initial purchasers in respect of a US$400 million Regulation S high-yield offering by HKSE-listed KWG Property Holding Ltd of its 8.25 percent senior notes due 2019. KWG Property is a large-scale PRC property developer which focuses on mid- to high-end residential property developments with distinctive characteristics. Partners William F Barron and John D Paton led the transaction whilst Commerce and Finance Law Offices advised as to Chinese law. KWG Property Holding was advised by Sidley Austin as to US and Hong Kong laws, Jingtian & Gongcheng as to Chinese law and Conyers as to British Virgin Islands and Cayman Islands laws.
Davis Polk has also advised Greenland Hong Kong Holdings Ltd, a subsidiary of Greenland Holding Group Company Ltd (Greenland Holding), in respect of its issue of US$500 million 4.375 percent notes due 2017 under its US$2 billion medium-term note program. The notes were supported by a keepwell deed and an equity purchase undertaking from Greenland Holding. Greenland Hong Kong is principally engaged in the development of quality residential, commercial and hotel properties in PRC. Its ordinary shares are listed on the Main Board of the HKSE. Greenland Holding is a leading group company in PRC with a focus on real estate business. Partner Paul Chow led the transaction whilst Conyers Dill & Pearman advised as to Cayman Islands law and AllBright Law Offices advised as to PRC law. Credit Suisse Securities (Europe) Ltd and The Hongkong and Shanghai Banking Corp Ltd, the joint global coordinators, and, with BOCI Asia Ltd, JP Morgan Securities plc and Morgan Stanley & Co International plc, the joint book-runners, were advised by Linklaters as to Hong Kong law and English law and Commerce & Finance Law Offices as to PRC law.
Han Kun has advised Jefferies, as the sole sponsor, and Jefferies and CICC, as joint book-runners, in respect of an IPO at the HKSE by Ourgame International Holdings Ltd (6899), a leading online card and board game developer and operator in China.
Han Kun has also represented Yongye International Inc in respect of its going-private transaction led by Yongye Chairman and CEO Wu Zishen, Morgan Stanley Private Equity Asia, Lead Rich International and Full Alliance International. Headquartered in Beijing, Yongye is a leading developer and distributor of Shengmingsu brand plant and animal nutrient products in the PRC.
HSA Advocates has advised the Mittal Group of Companies in respect of its joint venture agreement with Eurobearings Srl Italy (EUB). Since 1997, EUB has supplied tin-based antifriction alloy coatings for the power generation market. With manufacturing facilities located across the globe and headquartered out of Italy, the JV company will have a manufacturing facility set up in Delhi. The JV company will engage in the manufacturing, assembly, sale, marketing and after sales services in relation to a range of oil lubricated bearings with tin-based antifriction alloy coatings for the power generation market. The Mittal Group of Companies have been the selling agents for EUB in India for several decades. Aparajit Bhattacharya, Harvinder Singh, Sumedha Dutta and Devika Chadha led the transaction. JG Legal (Milan, Italy) advised EUB with a team comprising of Jacopo Gasperi and Cristina Knupfer.
J Sagar Associates has advised Kaba Holding AG in respect of the restructuring of its existing shareholding and acquisition of additional stake in its existing joint venture, Dorset Kaba Security Systems Private Ltd, which manufactures door locks and handles. Kaba has acquired by way of preferential allotment an additional 25 percent stake, taking its shareholding up to 74 percent. As part of the composite transaction, Dorset Kaba has also expanded its existing business by acquiring three businesses on a slump sale basis. The three slump sales and the preferential allotment closed simultaneously. Partners Upendra Nath Sharma and Pallavi Puri led the transaction. The Indian shareholders were advised by Luthra & Luthra Law Offices.
Khaitan & Co has advised Clayton, Dubilier & Rice LLC (CD&R) in respect of the Indian leg of the transaction involving acquisition of the entire water technology business of Ashland Inc globally for US$1.8 billion. CD&R is among the most respected private equity firms in the world. Its investors include leading financial institutions, university endowments and corporate and public pension funds. Partner Aakash Choubey, with assistance from Executive Directors Daksha Baxi and Dinesh Agrawal, led the transaction.
Khaitan & Co has also advised INOX Leisure Ltd in respect of its acquisition of 100 percent stake of Satyam Cineplexes Ltd for approximately US$30 million. The transaction is one of the largest acquisitions in its sector. INOX Leisure, the diversification venture of the INOX group into entertainment, is a subsidiary of Mumbai- headquartered Gujarat Fluorochemicals Ltd Partner Bharat Anand alongside Associate Partner Joyjyoti Misra, supported by Executive Directors Daksha Baxi and Arvind Baheti, led the transaction and Associate Partner Kabir Bogra advised on the Indirect Tax aspects of the transaction.
Kirkland & Ellis has represented iDreamSky Technology Ltd, one of China’s largest mobile game publishing platforms, in respect of its US$115 million IPO of American depositary shares on NASDAQ. JP Morgan, Credit Suisse and Stifel acted as underwriters on the listing which took place on 7 August 2014. Shenzhen-based iDreamSky has launched and operates popular mobile game titles in China, including Fruit Ninja, the Temple Run series and Subway Surfers. Hong Kong corporate partners David Zhang and Benjamin Su led the transaction whilst Han Kun also advised on the deal.
Latham & Watkins has advised Fosun International Ltd, a Chinese conglomerate with operations around the world, in respect of its investment in Studio 8 LLC, a US movie and entertainment business founded by Jeff Robinov, the former president of Warner Bros Motion Pictures Group. Fosun believes that China has already become the world’s second largest motion pictures market and is expected to surpass the US as the world’s largest market in the next few years. With the global culture and entertainment market becoming increasingly integrated, the consumption of movie and entertainment has grown significantly. The investment in Studio 8 represents a significant strategic footprint for Fosun in capturing the opportunities in the global movie and entertainment industry. Fosun believes the partnership will bring together China and Hollywood to build a global platform not only focusing on movie and entertainment investment but also aiming to integrate movie entertainment resources around the world. Shanghai partner Karen Yan and Silicon Valley partner Linda Inscoe led the transaction.
Latham & Watkins has also represented Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc, as the joint book-running managers, and China Renaissance Securities (Hong Kong) Ltd and UBS Securities LLC, as the co-managers, in respect of the US$900 million convertible bond issuance by Qihoo 360 Technology Co Ltd, a Chinese internet and mobile security products and services provider. NYSE-listed Qihoo 360 is one of the leading and fastest-growing internet companies in China. The deal was structured into two equally-sized tranches, one with a six-year maturity and three-year put, and the other with a seven-year maturity and five-year put. The structure was designed to avoid overlapping with the company’s existing US$600 million convertible bonds, which mature in 2018. The bonds were issued pursuant to Rule 144A and Regulation S. Hong Kong partners Posit Laohaphan and Eugene Lee led the transaction which is reportedly the largest-ever convertible bond issued by a US-listed Chinese technology company and the largest convertible bond in Asia in the last three years.
Maples and Calder is acting as Cayman Islands counsel to Oversea-Chinese Banking Corp Ltd (OCBC) in respect of its voluntary general offer, through its wholly-owned subsidiary OCBC Pearl Ltd, to acquire the entire issued share capital of HKSE-listed Wing Hang Bank Ltd for approximately HK$38.43 billion (US$4.96b) in cash. OCBC, Singapore’s second-largest lender by assets, has also reached agreement with a group of Wing Hang shareholders, including the family of chairman Patrick Fung and Bank of New York Mellon Corp, to acquire the 45 percent of shares they jointly own. The deal will allow OCBC to add Wing Hang’s network of over 70 branches in Hong Kong, Macau and mainland China. Partner Greg Knowles led the transaction whilst Slaughter and May acted as counsel to OCBC in the transaction which was completed on 29 July 2014. Freshfields Bruckhaus Deringer advised Wing Hang Bank.
Maples and Calder has also acted as Cayman Islands counsel to Noah Education Holdings Ltd, a Cayman Islands company listed on the NYSE, and to its special committee in respect of its going private transaction by way of merger which completed on 30 July 2014. Noah is a leading provider of education services in China, operating in three different segments, with a focus on English language training, high-end kindergartens, primary and secondary schools and supplemental education. As a result of the merger, Noah became a wholly-owned subsidiary of Rainbow Education Holding Ltd, a Cayman Islands company beneficially owned by a consortium comprised of MSPEA Education Holding Ltd (an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley) and certain existing Noah shareholders, including senior management. The unaffiliated shareholders received US$2.85 per ordinary share whilst the unaffiliated holders of Noah American depositary shares, each representing one ordinary share, received US$2.85 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes. Partner Greg Knowles also led the transaction whilst Latham & Watkins acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to the buyer group.
Paul Hastings has represented WH Group Ltd, formerly known as Shuanghui International Holdings Ltd, in respect of its US$2.36 billion global offering and IPO, including the offering amount in the event that the over-allotment option is exercised in full, on the Main Board of the HKSE. Morgan Stanley Asia Ltd and BOCI Asia Ltd acted as the joint sponsors, joint global coordinators, joint book-runners and joint lead managers of the offering. WH Group is the world’s largest pork company, with global leadership across key segments of the industry value chain, including packaged meats, fresh pork and hog production. The completion of the listing marks one of the largest Hong Kong IPOs in 2014 to date. Partner and chair of Greater China Raymond Li, with support from capital markets partners Catherine Tsang, Steven Winegar and Zhaoyu Ren, led the transaction whilst Maples and Calder, led by partner Jenny Nip, acted as Cayman Islands. Cleary Gottlieb Steen & Hamilton (Hong Kong) acted for the joint sponsors and the underwriters.
Paul Hastings is also representing Nat-Ace Pharmaceutical Ltd in respect of its acquisition of approximately 52.79 percent of the entire share capital of Perception Digital Holdings Ltd. Pursuant to the Hong Kong Takeovers Code, CCB International Capital Ltd for and on behalf of Nat-Ace has made an unconditional mandatory cash offer to acquire all the issued shares in and cancel all outstanding options of Perception Digital, other than those already owned by or agreed to be acquired by Nat-Ace and parties acting in concert with it. Corporate partner Nan Li is leading the transaction.
Simpson Thacher is representing Alibaba Group Holding Ltd in respect of its US$120 million investment in Kabam Inc, a leader in free-to-play games for core players. In connection with the proposed investment, Alibaba and Kabam also agreed to publish popular Kabam mobile games in China across Alibaba Group’s mobile applications, including Mobile Taobao and Laiwang. Partner Katie Sudol is leading the transaction.
Skadden has advised Ctrip.com International, China’s leading online travel services company, in respect of the expansion of its commercial partnership agreement with The Priceline Group, the world’s largest online travel service provider. The partnership with Ctrip will allow both companies to access each other’s portfolios. Concurrently with the expansion of the partnership, The Priceline Group invested US$500 million in Ctrip through a convertible bond. In addition, Ctrip has granted The Priceline Group permission to acquire Ctrip shares in the open market over the next twelve months so that, combined with shares convertible under the bond, The Priceline Group may hold up to 10 percent of Ctrip’s outstanding shares. Hong Kong partners Julie Gao and Jonathan Stone, New York partner Stuart D Levi and Los Angeles partner Michael Gisser led the transaction. Sullivan & Cromwell, led by partners Brian E Hamilton, Garth W Bray and Keith A Pagnani, advised The Priceline Group.
Weerawong, Chinnavat & Peangpanor has advised Global Power Synergy Company Ltd (GPSC), an investment arm of PTT Plc, in respect of GPSC’s first offshore venture capital transaction in a strategic investment of US$15 million in 24M Technologies Inc, a start-up venture and new business model for energy storage in the US. Other strategic investors included Kyocera Corp and IHI Corp, and venture capital investors Charles River and North Bridge Venture Partners. Partner Passawan Navanithikul led the transaction.
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A brief discussion on how MNCs should respond to the OECD’s new measures relating to Automatic Exchange of Information and Transfer Pricing issues