Allen & Gledhill has advised DBS Bank and Oversea-Chinese Banking Corporation as the arrangers and, together with United Overseas Bank, as joint lead managers and joint book-runners, on the establishment of the S$1 billion (US$735m) multicurrency debt issuance programme by ARA Asset Management. Under the programme, ARA issued S$300 million (US$220.4m) 5.2 percent subordinated perpetual securities. Partners Margaret Chin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Mercatus Co-operative on the establishment of its S$1 billion (US$735m) multicurrency medium term note programme and the issue of S$200 million (US$147m) 2.8 percent notes due 2024 under the programme. Partners Margaret Chin and Sunit Chhabra also led the transaction.
AZB & Partners is acting as Indian law counsel to Kotak Mahindra Capital and Axis Capital as the book-running lead managers on the IPO of approximately 19 million equity shares of Mahindra Logistics, by way of an offer for sale by Mahindra & Mahindra, Normandy Holdings, Kedaara Capital Alternative Investment Fund-Kedaara Capital AIF 1 and certain shareholders. Partners Varoon Chandra and Lionel D’Almeida are leading the transaction, which was signed on August 4, 2017 and is yet to be completed.
Clifford Chance has advised Platinum Equity Partners on its acquisition of Singapore-listed Fischer Tech, a company that manufactures and supplies plastic precision components for a wide range of products, including automobiles, consumer electronics, computers and medical devices. Platinum Equity specialises in mergers, acquisitions and operations of companies that provide mission-critical products, services and solutions in diverse industries. Fischer Tech operates in Singapore, China, Malaysia and Thailand. The transaction, to be implemented by a Singapore High Court-approved scheme of arrangement, is estimated to be worth approximately S$170 million (US$125m) and is due to be completed in Q4 2017. Singapore partner Lee Taylor, supported by partners Neeraj Budhwani and Matthew Truman, led the transaction.
DLA Piper has advised leading global health care provider Aetna on its acquisition of Bupa Thailand, the Bupa Group’s Thai business. The acquisition will significantly increase Aetna’s presence in Asia, and is key to the company’s strategy to go ‘broader and deeper’ into local health care markets. This is a significant and exciting expansion for Aetna in Asia, as Aetna’s expertise, paired with Bupa Thailand’s deep knowledge of the local health care system and culture, will offer customers in Thailand broader choice and continue to build on Bupa Thailand’s first-rate service. Bupa Thailand is Thailand’s leading specialist health insurer. Bupa Thailand will continue to operate under the Bupa brand for a short time before rebranding as Aetna. Hong Kong corporate partner Heng Loong Cheong, supported by partners Peter Shelford (litigation and regulatory-Thailand), Scott Thiel (IPT-Hong Kong) and Anderson Law (tax-Hong Kong), led the transaction.
J Sagar Associates has advised eBay Singapore Services and its affiliates, including eBay, on the primary investment by eBay Singapore into Flipkart, a Singaporean company which is the ultimate holding company of the entire Flipkart group, and the sale of eBay India by eBay Singapore to Flipkart. The aggregate value of eBay Singapore’s investment in Flipkart is approximately US$735 million. The deal also included investments by Microsoft and Tencent, and the total funding raised by Flipkart is approximately US$1.4 billion. The transaction closed on July 31, 2017, pursuant to receipt of the approval of the Competition Commission of India. Partners Vivek Chandy, Archana Tewary, Amitabh Kumar, Vaibhav Choukse and Kumarmangalam Vijay led the transaction, while Morgan Lewis & Bockius USA, led by partners William Perkins and Dinesh Melwani, acted as US counsel and Morgan Lewis & Bockius Singapore, led by partner Joo Khin Ng¸ acted as Singapore counsel. Gunderson Dettmer, led by partners Steven Baglio, Jonathan Pentzien, Ferish Patel, Hozefa Botee, Andrew Luh, Ward Breeze and David Sharrow; Cyril Amarchand Mangaldas, led by partners Nivedita Rao, Anand Jayachandran and Arun Prabhu; and Allen Gledhill acted as US counsel, India counsel and Singapore counsel, respectively, to Flipkart.
Khaitan & Co has advised Dixcy Textiles on the sale of significant ownership interest to Advent International. Dixcy Textiles is a leading Indian innerwear maker, with strong market presence in the Indian innerwear market. Advent is a global private equity firm with investments across business and financial services, healthcare, industrial retail, consumer and leisure technology and media and telecom sectors. Advent has invested over US$35 billion across 41 countries in over 325 companies. Partners Haigreve Khaitan and Abhishek Sinha, assisted by partner Adheesh Nargolkar, led the transaction.
Khaitan & Co has also advised Aditya Birla Finance on to a Rs2.47 billion (US$38.8m) rupee term loan facility availed by Jaigad PowerTransco, a subsidiary of JSW Energy, to re-finance the existing project-related costs for the development, construction and operation of two transmission lines from Jaigad to New Koyna and Jaigad to Karad in Maharashtra. Aditya Birla Finance operates as a non-banking financial company in India. It offers capital market, corporate finance, CRE and mortgages, personal and business loans, project and structured finance, and debt syndication solutions. Partner Shishir Mehta led the transaction.
Kirkland & Ellis is advising Sapporo Holdings on its acquisition of Anchor Brewing. The Sapporo Group plans to further expand its US beer business by adding Anchor, a prominent craft beer manufacturer that produces the leading brand Anchor Steam® Beer, to its group. Corporate partner Michael Paley is leading the transaction, which is expected to close at the end of August.
Shearman & Sterling has acted as US and English law counsel to B Grimm Power on its US$340 million IPO and listing of its shares in Thailand. CIMB Securities (Singapore) and Deutsche Bank Hong Kong Branch acted as joint international coordinators, book-runners and lead managers. Bualuang Securities, Kasikorn Securities and Phatra Securities were the joint domestic coordinators, book-runners and lead managers of the offering. B Grimm Power is a Thailand-based energy company, with a focus on the development, construction and operation of greenfield power plants. It is also one of the largest private power producers in Thailand, in terms of small power producer operators by installed capacity. Singapore capital markets partner Andrew Schleider led the transaction, while Kudun and Partners and Clifford Chance (Thailand) advised on Thai law. Baker & McKenzie.Wong & Leow acted as US and English law counsel, while Baker & McKenzie acted as Thai law counsel to the underwriters.
Siam City Law Offices has represented a prominent hotel based in the heart of Bangkok on securing a landmark decision from the Supreme Court against the Social Security Office (SSO), on whether the “10 percent service charge” that was imposed by the hotel is to be considered as “wages”. In this case, the SSO interpreted the 10 percent service charge as part of wages, and therefore issued a notice to the plaintiff to make additional contributions towards the Compensation Fund and the Social Security Fund. The hotel initially appealed the decision of the SSO Appellate Committee, only for such committee to confirm its previous decision. The hotel filed a complaint at the Labour Court, requesting for the cancellation of the SSO Appellate Committee’s decision. On May 23, 2017, the Supreme Court ruled that the 10 percent service charges in this context do not amount to “wages”. The decision can now be a precedent set for future practice in the whole hotel/service industry, where payments for ‘service charges’ were made in the same manner as in this case. Partner Tada Sastarasatit led the transaction.
Simpson Thacher is representing Ant Financial Services Group on its entry into an equity joint venture with CIMB Group’s subsidiary, Touch ‘n Go (TNG), in Malaysia. TNG will be the majority shareholder in the new JV while Ant Financial will be a minority shareholder. Currently, millions of users across Malaysia use TNG cards daily for electronic payment purposes at toll roads, public transportation systems, parking and retail outlets. The capital injected by both parties will go towards the creation of a world-class online and offline payments provider, delivering superior mobile wallet solutions and other related financial services. Hong Kong M&A partner Ian Ho led the transaction, which is Ant Financial’s first investment in Malaysia, and is subject to closing conditions and required regulatory approvals.
Skadden is representing First Gen and its wholly-owned subsidiary Red Vulcan Holdings on Philippines Renewable Energy Holdings’ (PREH) tender offer to acquire up to 31.7 percent of Philippine-listed Energy Development Corp (EDC), the country’s largest renewable energy company. PREH is controlled by Macquarie Infrastructure and Real Assets and Arran, an affiliate of GIC of Singapore. First Gen will retain control of EDC. Ultimately, EDC is expected to be delisted in the Philippines. Hong Kong partner Jonathan Stone is leading the transaction, which was valued at Ps64.5 billion (US$1.27b).
WongPartnership is acting for CapitaLand Singapore, a wholly-owned subsidiary of CapitaLand, in the joint venture with CapitaLand Commercial Trust and Mitsubishi Estate to acquire and redevelop Golden Shoe Car Park into a 51-storey mixed-use development in Raffles Place, Singapore at an estimated cost of S$1.82 billion (US$1.3b). Partners Tan Teck Howe, Chan Sing Yee, Benjamin Tay and Lydia Ong are leading the transaction.
WongPartnership has also acted for Expedia on its US$350 million minority investment in Traveloka Holding, a leading South East Asian online travel company. Traveloka raised about US$500 million from two funding rounds within the last year, in which Hillhouse Capital Group and Sequoia Capital were among the four other companies which contributed the remaining US$150 million in a separate round. Partners Chou Sean Yu, Vivien Yui, Ong Sin Wei, Jeffrey Lim and Lim Wei Lee led the transaction.