Deals – 17 December 2014

Allen & Gledhill has advised Puma International Financing SA as issuer and Puma Energy Holdings Pte Ltd as guarantor in respect of the issue of €200 million (US$249.7m) 4.5 percent senior notes due 2022. The notes are listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. Partners Bernie Lee and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Perennial China Retail Trust group in respect of the S$290 million (US$222.34m) facilities provided by DBS Bank Ltd, Standard Chartered Bank and their affiliate institutions in the People’s Republic of China to finance, inter alia, general corporate funding and capital expenditure requirements of Perennial China. Partner Lim Wei Ting led the transaction.

Allens has advised WestConnex Delivery Authority in respect of the widening of Sydney’s M4 motorway, the first construction contract for the WestConnex road project. Under the contract which was signed on the first week of December 2014, the Rizzani De Eccher Leighton joint venture will widen Sydney’s M4 between Parramatta and Homebush from three lanes to four. Construction will begin in early 2015. Partner Leighton O’Brien led the transaction whilst Ashurst also acted for Westconnex.

Allens has also advised APA Group, Australia’s largest natural gas infrastructure business, in respect of its US$5 billion purchase of the Queensland Curtis LNG (QCLNG) pipeline from the BG Group. The firm also advised APA on its A$1.8 billion (US$1.48b) capital raising to partly fund the acquisition. The 543-km pipeline links gas fields in the Surat Basin to the QCLNG LNG plant at Gladstone. Partners Guy Alexander and Kate Towey led the transaction which is the second biggest M&A deal in Australia in 2014, after the sale of Queensland Motorways to Transurban, on which the firm also advised.

AZB & Partners is advising Tata Capital Healthcare Fund I, Tata Capital Growth Fund I, Beta TC Holdings Pte Ltd, Alpha TC Holdings Pte Ltd and HBM Private Equity India in respect of their acquisition of approximately 45 percent of the share capital of Sai Life Sciences Ltd for approximately US$30.9 million. Senior associate Ratnadeep Roychowdhury is leading the transaction which was signed on 8 November 2014 and is yet to be completed.

AZB & Partners has also advised Pfizer Ltd and Wyeth Ltd in respect of the merger of Wyeth with Pfizer which took effect on 1 December 2014. Partner Nandish Vyas led the transaction which was valued at approximately US$211.8 million.

Cheung & Lee, in association with Locke Lord (HK), has advised Investec Capital Asia Ltd, the sole sponsor, and the underwriters in respect of the HK$135 million (US$17.4m) share offer and listing on the Main Board of the HKSE of shares by Global International Credit Group Ltd, one of the top ten licensed money lenders in Hong Kong by revenue and value of loans outstanding. The shares listed on 12 December 2014. Hong Kong-based partner Michael Fung led the Locke Lord team. Global International Credit Group Ltd was advised by PC Woo & Co as to Hong Kong law and Maples and Calder, led by partner Greg Knowles, as to Cayman Islands law.

Clifford Chance has advised a group of underwriters, including China International Capital Corp, BofA Merrill Lynch and ABC International, in respect of CGN Power Co Ltd’s US$3.16 billion listing on the HKSE. The deal was priced at the top end of the price range at HK$2.78 (US$0.36) per share, raising HK$24.52 billion (US$3.16b), and making it the largest listing in Hong Kong and the second largest in the region so far this year. It also marks the first time a nuclear operator has listed in the HKSE. The deal drew record demand from institutional and retail investors and was the most heavily oversubscribed IPO in Hong Kong in recent years. The IPO also attracted a solid list of investments from 18 cornerstone investors, including China Southern Power Grid, China Yangtze Power, CLP, China Development Bank International, GIC, China Life Insurance, China Reinsurance, Och-Ziff, Value Partners, Cinda Sino-Rock, China Minmetals, China Alpha and Chow Tai Fook. CGN Power is China’s largest nuclear power producer and currently operates 11 nuclear power generating units, mainly in Guangdong. Proceeds will be used for acquisitions and for expansion of existing nuclear facilities. Corporate partner Amy Lo, supported by US securities partner Fang Liu, led the transaction.

Clifford Chance has also co-advised Haitong Securities Co Ltd in respect of its proposed acquisition of Banco Espirito Santo de Investimento (BESI) for approximately US$467 million from Portuguese banking group Novo Banco SA. The deal is subject to regulatory approvals. BESI is a fully licensed bank which has a number of controlled core subsidiaries in Brazil, the UK, India, Ireland, Mexico and Portugal. BESI also develops its activities through its branches in London, Madrid, New York and Warsaw. Its main activities include equity financing, debt financing, acquisition financial advisory, project finance and acquisition finance, among others. Haitong Securities is China’s second-largest securities firm by market value and is listed on the Shanghai Stock Exchange and the HKSE. Corporate partner Cherry Chan, supported by partner Virginia Lee in Hong Kong and partner Jean Thio in Shanghai, led the transaction whilst Garrigues Portugal SLP Sucursal acted as the other co-counsel advising on the Portuguese law aspects.

Dentons has advised Feiyu Technology International Company Ltd, a developer and operator of mobile and web games in China, in respect of its IPO and the related listing of its shares on the HKSE. The offering, which consisted of a HKSE public offering and a concurrent Rule 144A/Reg S placement, raised approximately US$85 million, excluding the over-allotment option. Citi and BofA Merrill Lynch acted as joint sponsors, joint global coordinators and joint book-runners. Hong Kong partners Gordon Ng and Guangqin Wei, with support from Shanghai partners Mitch Dudek and Alex Wang and New York partner Walter Van Dorn, led the transaction.

Dhir & Dhir Associates has advised IFCI Ltd, which is owned and controlled by the Government of India, and the lead managers, composed of SBI Capital Markets Ltd, A K Capital Services Ltd, Edelweiss Financial Services Ltd and RR Investors Capital Services Private Ltd, in respect of IFCI’s Tranche-I public issue of secured, redeemable, non-convertible debentures aggregating up to the shelf limit of INR2,000 crores (US$314.4m). The base issue size was INR250 crores (US$39.3m) with an option to retain over-subscription up to the shelf limit of INR2,000 crores. The issue, which was subscribed five times, was closed on 21 November 2014. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd (IIFC), which is wholly-owned by the Government of India, in respect of the INR5.2 billion (US$81.7m) financial assistance under its takeout finance scheme to Adhunik Power & Natural Resources Ltd for its 270MW coal-based thermal power project at Padampur and Srirampur, Saraikela–Kharsawan district in the State of Jharkhand. Under the scheme, IIFC agreed to takeout part of the exposure of some of the consortium members to the project and to become part of the said consortium comprising of 16 banks and financial institutions led by the State Bank of India. Associate partner Girish Rawat also led the transaction.

ELP has advised Bharti Airtel Ltd in respect of petitions filed before the Telecom Disputes Settlement and Appellate Tribunal New Delhi challenging the demand notices of the Department of Telecommunication Government of India imposing INR650 crores (US$103.8m) penalty upon Bharti Airtel for alleged violation of certain license conditions. The penalty had been imposed in 2013 for an alleged violation which took place in 2002-2005 and the matter stood closed from Department of Telecommunication in 2005 itself. The Telecom Disputes Settlement and Appellate Tribunal has pronounced judgment on 9 December 2014 in favour of Bharti Airtel. Managing partner Rohan Shah and partners Jyoti Pawar and Kirat Nagra led the transaction.

Fenwick & West has represented China Electronics Corp (CEC), the largest state-owned IT company in China with integrated industry chains and strong distribution channels and technology forces, in respect of its joint acquisition with Shanghai Pudong Science and Technology Investment Co Ltd (PDSTI) of Nasdaq-listed Montage Technology Group Ltd, a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets. The merger values Montage’s equity at approximately US$693 million on a fully diluted basis. Montage’s shareholders approved the transaction on 31 July 2014 and all of the other conditions to the completion of the transaction have been satisfied or waived. The acquisition is a new effort in CEC building and developing the global integrated circuits ecosystem pursuant to the company strategy. Corporate partners Eva Wang, David Michaels, Gordy Davidson, Bill Hughes and Ken Linhares, securities litigation partner Felix Lee, antitrust partner Mark Ostrau and executive compensation and employee benefits partner Blake Martell led the transaction.

Gibson, Dunn & Crutcher has represented the placement agents in respect of Ayala Corp’s approximately US$275 million top-up placement. Ayala Corp is one of the Philippines’ largest conglomerates, with interests in real property, banking, telecommunications, water, energy and infrastructure. CLSA Ltd acted as the sole global coordinator and, together with Credit Suisse (Singapore) Ltd, as joint book-runner and placement agent. BPI Capital Corp acted as domestic book-runner and placement agent. The placement was an overnight bookbuilt offering structured as a top-up placement by Mermac Inc wherein all the proceeds will be received by Ayala Corp. Ayala Corp intends to use the raised cash proceeds to fund existing and potential projects in the infrastructure and power sectors. Corporate partners Patricia Tan Openshaw (Hong Kong), Graham Winter (Hong Kong) and Alan Bannister (New York) led the transaction whilst Angara Abello Concepcion Regala & Cruz Law Office acted as Philippine counsel.

Gide has advised Petit Bateau, a famous French clothing brand with nearly 400 stores in over 60 countries, in respect of its China distribution partnership with Fung Kids Ltd, a subsidiary of Hong Kong-based Fung Group Ltd. As part of the partnership, Petit Bateau will open its first three retail stores in Mainland China (Beijing, Shanghai and Qingdao) dedicated to their babies and children’s apparel brand in 2015. This distribution agreement is important to Petit Bateau, as it provides access to a new demographic of consumers in the rapidly growing babies and children’s wear segment of the Chinese market. Shanghai partner Antoine de la Gatinais and Hong Kong partner Gilles Cardonnel led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised Citibank NA in respect of a US$200 million and approximately IDR2.4 trillion (US$188.3m) syndicated loan agreement to PT Charoen Pokphand Indonesia Tbk, the country’s largest producer of poultry feed, day-old chicks and processed chicken. The loan will be used for business expansion and working capital. Partner Erwandi Hendarta led the transaction.

J Sagar Associates has advised French company SYSTRA SA in respect of its acquisition of SAI Consulting Engineers Private Ltd (SAI), a company based out of Ahmedabad which provides engineering consultancy services in transportation, buildings and environment. SYSTRA has acquired a majority stake in SAI whilst the remaining shareholding is expected to be acquired a few years later. Partner Rupinder Malik led the transaction. SAI was represented by Economic Laws Practice Mumbai.

Khaitan & Co has advised First Source Ltd in respect of its acquisition of a minority strategic stake in NanoBI Data and Analytics Private Ltd. First Source provides innovative, customer-centric Business Process Management (BPM/BPO) solutions to the world’s leading organizations across telecommunications and media, banking and financial services, insurance, healthcare and publishing industries. Associate partner Ashish Razdan led the transaction.

Khaitan & Co has also advised Sun Pharmaceutical Industries Ltd (India) on the Competition law aspects in respect of its acquisition of 100 percent of Ranbaxy Laboratories Ltd (India) in an all-stock transaction for approximately US$4 billion. This is the first transaction in India which was examined in the more detailed “Phase II” by the Competition Commission of India (CCI). This is also the first transaction in which the CCI has proposed any form of structural remedies, which would eliminate the adverse effects on competition which could be caused by a combination, in the opinion of the CCI. Partner Avaantika Kakkar led the transaction.

Kirkland & Ellis has represented CICC and Goldman Sachs as joint sponsors and joint global coordinators in respect of the IPO and listing on the HKSE of Yangtze Optical Fibre and Cable Joint Stock Ltd Company (YOFC), the number one optical fibre preform, optical fibre and optical fibre cable supplier in China and one of the world’s leading companies in the sector. The global offering was priced at HK$7.39 (US$0.95) per H share for a total offering size of approximately US$152 million, without taking into account any exercise of the over-allotment option. The listing took place on 10 December 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Henry Cheng and Steve Lin led the transaction.

Latham & Watkins has advised PT Pertamina (Persero) in respect of the signing of a series of Memoranda of Understanding (MOU) for the upgrade and expansion of five refinery facilities in Indonesia at an estimated cost of approximately US$25 billion. The MOUs were signed with Saudi Aramco, China Petroleum and Chemical Corp (Sinopec) and JX Nippon Oil and include the redevelopment of the Cilicap, Balongan, Plaju, Dumai and Balikpapan refineries. Singapore-based partners Clarinda Tjia-Dharmadi, Joseph Bevash, Michael Sturrock, Stephen McWilliams and Rod Brown led the transaction.

Luthra and Luthra Law Offices has advised Servizi Italia SpA in respect of a joint venture with Shashi Bhushan Balain, CEO of Shubhram Hospital Solutions Private Ltd. Listed on the STAR segment of the Italian Stock Exchange, Servizi Italia is a leader in offering integrated services of hiring, washing and sterilization of textile materials and surgical instruments for hospitals. The company also deals in other high added-value services to the hospital sector in Italy, Brazil and Turkey. With this deal closure, the JV company to be based in Delhi will carry on providing laundry wash services, wash-hire services, linen sterilization services, surgical instruments sterilization services and supply of surgical instruments to hospitals. Partner Deepak THM led the transaction. Shashi Bhushan Balain was advised by Phoenix Legal.

Luthra and Luthra Law Offices has also advised in respect of the 100 percent acquisition of Greatway Estates Ltd, a wholly-owned subsidiary of Anant Raj Ltd, by Essel Group for INR304 crores (US$48.53m). Anant Raj is a listed company on the Bombay Stock Exchange. Anant Raj Group is one of the leading construction and infrastructure developers in North India and is headquartered in New Delhi. It is engaged in the development of residential and commercial buildings, including hotels, malls, SEZs, etc. Managing associates Manish Gupta and Sachit Mathur led the transaction.

Majmudar & Partners has represented Midmark Corp, a leading US-based manufacturer of medical, dental and veterinary equipment, in respect of its acquisition of Janak Healthcare Private Ltd. Headquartered in Dayton, Ohio, USA, Midmark has additional manufacturing locations in France and Italy. Janak is the leading manufacturer of hospital beds in India and is well known for high quality products and decades of superior customer service. Managing partner Akil Hirani led the transaction.

Maples and Calder has acted as Cayman Islands counsel to JD.com Inc (JD), a NASDAQ-listed Cayman Islands company which is a leading online direct sales company in China, in respect of its secondary offering of approximately 26 million American depositary shares, each ADS representing two Class A ordinary shares of the company. The transaction closed on 8 December 2014. The ADSs were priced at US$23.80 each and the offering raised approximately US$619 million. The ADSs were sold by certain selling shareholders whilst JD itself did not sell any ADSs nor receive any proceeds. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC acted as representatives of the underwriters. Davis Polk & Wardwell advised the underwriters.

Maples and Calder has also acted as Cayman Islands counsel for leading Chinese mobile social network company Momo Inc in respect of its IPO of 18.4 million American depositary shares. Priced at US$13.50 per ADS, the offering is expected to raise approximately US$248 million. The ADSs were listed on the Nasdaq on 11 December 2014. Beijing-based Momo, which is backed by Alibaba Group Holding Ltd’s investment arm, is a mobile-based social networking platform with over 180 million users that utilizes location-based features to connect users. Partner Greg Knowles also led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Morgan Stanley, Credit Suisse, JP Morgan and China Renaissance Securities, the joint underwriters for the IPO, were advised by Kirkland & Ellis, led by Hong Kong corporate partners David Zhang and Ben James.

Paul Hastings has advised Morgan Stanley as the sole placing agent, global coordinator and book-runner in respect of Ping An Insurance Group Company of China Ltd’s US$4.75 billion private placement of new H-shares. The placement marks the largest primary follow-on offering in the financial institutional group sector globally over the past three years. The transaction is also reportedly the largest H-share placement ever and one of the largest primary follow-on offering in Asia Pacific (excluding Japan) over the past 10 years. Ping An is a Shenzhen-based integrated financial services conglomerate with three core businesses, including insurance, banking, and investment. Net proceeds will be used to fund its business development and replenish its equity and working capital. Partner Sammy Li, chair of the Hong Kong office, and Hong Kong capital markets partner Edwin Kwok, with US capital markets partner Steven Winegar advising on the US law aspect, led the transaction.

Proskauer has represented leading hotel operator Accor in respect of its announced agreement to form a strategic and long-term alliance with Huazhu Hotels Group (also known as China Lodging Group) to create the most prominent and diversified hotel company in China, one of the largest and fastest-growing domestic travel markets. Under the agreement, Huazhu will become Accor’s exclusive master franchisee operating and developing in Mainland China, Mongolia and Taiwan for the economy (ibis and ibis Styles brands) and midscale (Novotel and Mercure brands) segments, as well as the upscale Grand Mercure brand. Accor will continue to lead the ownership and development of all its luxury and other upscale brands in China, including Sofitel, Pullman, MGallery and The Sebel. Moreover, Accor will take a 10 percent stake in China Lodging Group and a seat on its board. The transaction is expected to close upon completion of anti-trust review, legal restructuring, governmental approvals and other closing conditions. Accor is the world’s leading hotel operator whilst Huazhu is a leading and fast-growing hotel group in China. Partners Jeff Horwitz, head of the Lodging & Gaming Group and Private Equity Real Estate practice, and Yuval Tal, head of the Hong Kong and Beijing offices, supported by partners Stuart Rosow (Tax), Julie Allen, Roberto Bruno and Peter Castellon (Capital Markets), led the transaction.

Rajah & Tann is advising Energian Pte Ltd, a wholly-owned subsidiary of Falcon Energy Group Ltd (FEG), in respect of its voluntary conditional cash offer for the issued and paid-up ordinary shares in the capital of CH Offshore Ltd (CHO) other than those already owned, controlled or agreed to be acquired by Energian. The transaction values CHO at S$349.2 million (US$265.8m). CHO is an offshore support service provider in the oil and gas industry. The CHO Group has a track record of over 30 years in providing marine support services to the oil and gas industry worldwide. FEG is one of the leading regional players in the offshore marine and oil and gas sectors. The FEG group is principally engaged in providing a spectrum of services to global oil companies and contractors. Partners Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 11 December 2014 and is yet to be completed.

Shook Lin & Bok has acted for The Trust Company (Asia) Ltd, the trustee of Keppel DC REIT, in respect of the listing and IPO of Keppel DC REIT on the Mainboard of the SGX-ST which raised S$512.9 million (US$393.2m). This is the largest REIT IPO on the SGX-ST for the year-to-date. Keppel DC REIT is the first data centre real estate investment trust to be listed in Asia, making it a milestone listing on the SGX-ST. Partners Tan Woon Hum and Andrea Ng led the transaction.

Shook Lin & Bok is also acting for RBC Investor Services Trust Singapore Ltd, trustee of OUE Hospitality Real Estate Investment Trust, in respect of OUE Hospitality Trust’s proposed acquisition of Crowne Plaza Changi Airport for S$290 million (US$222.3m) and the Crowne Plaza Changi Airport Extension for S$205 million (US$157m) from OUE Airport Hotel Pte Ltd, a wholly-owned subsidiary of SGX-listed OUE Ltd. Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Stamford Law is advising iFast Corp in respect of its IPO and subsequent listing to the SGX-Mainboard. The company raised S$49 million (US$37.3m) and its market value is expected to be S$243.4 million (US$185m) upon listing which is the first Mainboard listing for this quarter. iFast is an internet-based investment products distribution platform and is the parent company of Fundsupermart.com and iFast Financial platforms. iFast offers services in investment administration, research and investment training, software tools, IT services and backroom functions. Proceeds from the IPO will be used mainly for M&A, expansion of the group’s business in the Chinese market and enhancing product capabilities, IT and services. Director Bernard Lui led the transaction.

Weerawong, Chinnavat and Peangpanor has advised E for L Aim Public Company Ltd (EFORL) in respect of the acquisition of the entire share capital of Wuttisak Clinic Inter Group Company Ltd (WCIG), the largest beauty clinic in Thailand, through WCI Holding Co Ltd in which EFORL holds a 60 percent equity stake and indirectly becomes the major shareholder of WCIG. Partner Weerawong Chittmittrapap led the transaction which was valued at β4.5 billion (US$137m) and closed on 4 December 2014.

WongPartnership has acted for DBS Bank Ltd, Standard Chartered Securities (Singapore) Pte Ltd, Credit Suisse (Singapore) Ltd, Deutsche Bank AG Singapore Branch and Goldman Sachs (Singapore) Pte as the joint book-runners and underwriters in respect of the listing of Keppel DC REIT on the main board of the SGX under Regulation S to raise approximately S$512.9 million (US$393.2m). Keppel DC REIT is the first data centre real estate investment trust to be listed in Asia. Joint managing partner Rachel Eng, partners Colin Ong and Tan Teck Howe led the transaction which is reportedly the largest IPO of a real estate investment trust on the SGX year-to-date.

WongPartnership has also acted for UOL Treasury Services, a wholly-owned subsidiary of UOL Group Ltd, in respect of the establishment of its S$1 billion (US$766.6m) multicurrency medium term note programme. Partner Goh Gin Nee led the transaction.