|Appleby has acted as Cayman counsel to UGE Holdings Ltd in respect of a reverse takeover transaction in which it was acquired by UGE International Ltd. The transaction involved UGE International’s issuance of approximately 8.92 million common shares and 17 million special warrants to UGE Holdings shareholders in exchange for all of the issued shares of UGE Holdings, a leading developer of distributed renewable energy solutions for enterprise clients with projects in over 90 countries. UGE International, formerly known as Way Ventures Inc, has been a capital pool company with shares listed on the Toronto Stock Exchange. UGE International’s common shares had been suspended from trading since December 2013, pending completion of a qualifying transaction. TSX recently accepted the above transaction as a qualifying transaction and the common shares of UGE International commenced trading at the opening on 13 August 2014. Hong Kong corporate partner John Melia led the transaction.
Baker & McKenzie has advised EQT Partners, as investment advisor to EQT Greater China II (EQT), in respect of the sale of Gala TV Corp, one of the leading cable TV channel operators in Taiwan, to Yung Tsai Investment Co Ltd. Gala TV was established in 1997 and operates four cable TV channels in Taiwan, offering a mixture of in-house produced, commissioned and acquired content. EQT acquired Gala TV in 2011. Taiwan-based corporate partners Michael Wong and Chris Tsai, supported by Hong Kong-based corporate partner Tracy Wut, led the transaction.
Baker & McKenzie’s US Securities team in China and Hong Kong has also advised state-owned China Railway Construction Corp Ltd (CRCC) in respect of a US$800 million 3.95 percent guaranteed bonds issuance pursuant to Regulation S under the US Securities Act. This is CRCC’s second Regulation S bond issuance on which the firm has advised. In May 2013, the firm also advised CRCC on the offering of US$800 million 3.5 percent guaranteed bonds due 2018. Citigroup, HSBC, DBS, BNP Paribas and UBS acted as the joint lead managers for the issuance of the bonds. Shanghai-based securities partner Lance Chen led the transaction.
Clifford Chance has advised Credit Suisse (Singapore) Ltd and DBS Bank Ltd, as joint global coordinators, and Rabobank International, as co-lead manager, in respect of the S$198 million (US$159m) Singapore IPO of Japfa Ltd, an Asian agri-food company focusing on the production of staple protein foods. Japfa is a market leader in several classes of protein foods, with an emphasis on milk, poultry and beef and with growing businesses in swine and aquaculture. It has operations in China, Indonesia, Vietnam, India and Myanmar. Capital markets partners Johannes Juette and Raymond Tong led the transaction.
Davis Polk has advised JP Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Stifel, Nicolaus & Company Inc and Piper Jaffray & Co as underwriters in respect of the IPO by iDreamSky Technology Ltd of 7.7 million American Depositary Shares (ADSs), each representing four iDreamSky Class A ordinary shares. iDreamSky has granted the underwriters an option to purchase up to an additional 1.155 million ADSs. The ADSs are listed on the NASDAQ Global Select Market. iDreamSky is the largest independent mobile game publishing platform in China based on the number of active users in 2013. Partners James C Lin and John D Paton led the transaction whilst Haiwen Partners advised as to PRC law. iDreamSky was advised by Kirkland & Ellis International as to US and Hong Kong laws, Han Kun Law Offices as to PRC law and Maples and Calder as to Cayman Islands law.
Davis Polk has also advised the underwriters, composed of ANZ Securities, BNP Paribas, Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch, Pierce, Fenner & Smith Inc, Standard Chartered Bank and Daewoo Securities Co Ltd, in respect of the concurrent SEC-registered Schedule B debt offerings by KEXIM of US$500 million 2.375 percent notes due 2019 and US$500 million 3.25 percent notes due 2026. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partner Eugene C Gregor led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Lee & Ko as to Korean law.
J Sagar Associates has advised Franklin Electric Company Inc in respect of its acquisition of 70 percent of the shares of Pluga Pumps and Motors Ltd, a designer, manufacturer and distributor of groundwater motor and pumping equipment throughout India. Partner Rohitashwa Prasad led the transaction.
Khaitan & Co has advised Standard Chartered Bank London in respect of a corporate guarantee provided by Crompton Greaves Ltd, under the overseas direct investment route, to secure an approximately US$27 million term loan facility availed by CG International BV Netherlands. Partner Devidas Banerji led the transaction.
Khaitan & Co has also advised Saregama India Ltd in respect of successfully opposing the grant of ad interim relief prayed by Ultra Distributors Private Ltd against Saregama India in relation to the purported claims of exploitation of copyright of 26 cinematographic films in various platforms. Saregama India is a flagship company of the entertainment sector of the RP-Sanjiv Goenka Group, India’s youngest business group. Partner Chakrapani Misra led the transaction.
Latham & Watkins has represented Bank of America Merrill Lynch, JP Morgan and UBS as brokers in respect of Bharti Airtel’s US$348.8 million OFS block trade of equity shares of Bharti Infratel. The deal closed 1.3 times oversubscribed. Bharti Airtel is one of the largest tower infrastructure providers in India and the world’s fourth largest mobile service provider. Singapore partner Rajiv Gupta led the transaction.
Luthra & Luthra has acted as Indian counsel to City Union Bank and the book running lead managers, composed of Edelweiss Financial Services Ltd, Kotak Mahindra Capital Company Ltd, Axis Capital Ltd, ICICI Securities Ltd, Ambit Corporate Finance Private Ltd and Spark Capital Advisors (India) Private Ltd, in respect of City Union’s QIP. The deal was one of the first QIPs to launch after the enactment of the Companies Act 2013 and the rules thereunder. As City Union was established in 1904 and has a history of over 109 years, there were numerous issues in relation to disclosure of historical information (warranted under the extant QIP disclosure regime) about the bank. Partner Manan Lahoty led the transaction.
Maples and Calder has acted as Cayman Islands counsel to Jinkosolar Power Engineering Group Ltd in respect of its private equity investments from Macquarie Greater China Infrastructure Fund, China Development Bank International and New Horizon Capital. The three parties paid a total of US$225 million for a 45 percent stake of JinkoSolar’s equity interest to bolster JinkoSolar’s downstream solar power project division. JinkoSolar is a subsidiary of JinkoSolar Holding Co Ltd, a global leader in the solar PV industry with production operations in Jiangxi and Zhejiang Provinces in China. Partner Greg Knowles led the transaction whilst Shearman & Sterling and DaHui Lawyers acted as US and Chinese counsel, respectively.
Maples and Calder has also acted as Cayman Islands counsel to Alibaba Group Holding Ltd in respect of the restructuring of its relationship with the parent of Alipay, Zhejiang Ant Small and Micro Financial Services Group Co Ltd (SMFSC), a company incorporated in the PRC. Under the restructuring, Alibaba agreed to dispose of its SME loan business to SMFSC in exchange for cash consideration and annual fees, and Alibaba will receive 37.5 percent of the consolidated pre-tax income of SMFSC and its subsidiaries, which include Alipay. Alibaba will also be entitled to a payment equal to 37.5 percent of SMFSC’s equity value in case of a liquidity event, such as an IPO of Alipay or SMFSC. In addition, the cap of US$6 billion on the liquidity event payment under the previous agreement has been removed in connection with the restructuring, significantly increasing the potential future financial benefits to Alibaba. Partners Mark Western and Greg Knowles led the transaction whilst Wachtell, Lipton, Rosen & Katz acted as US counsel. Skadden, Arps, Slate, Meagher & Flom and Morrison & Foerster acted for Yahoo! Inc and Softbank, respectively, Alibaba’s two largest shareholders.
Norton Rose Fulbright has advised Fosun International Ltd, China’s largest privately-owned corporation, in respect of the US$489 million takeover of ASX-listed ROC Oil Company Ltd. ROC is an oil company with assets across China, Malaysia, Myanmar, Australia and the UK. Fosun’s takeover bid for ROC has trumped a competing merger bid with another ASX-listed oil and gas company, Horizon Energy. Melbourne-based M&A and equity capital markets partner James Stewart led the transaction which was announced on 4 August 2014.
Paul Hastings has represented Deutsche Bank AG Singapore Branch and Standard Chartered Bank in respect of a Rule 144A and Regulation S offering of US$350 million 7 percent senior secured notes due 2019 by GCX Ltd, a subsidiary of India’s Reliance Communications and a leading global data communications service provider with one of the largest global subsea cable and terrestrial networks. The notes were listed on the SGX. Leveraged finance partners David Grimm and Brett King led the transaction.
Paul Hastings has also represented the joint lead managers and joint book-runners, composed of Goldman Sachs (Asia) LLC, Deutsche Bank AG Singapore Branch, JP Morgan Securities plc, Barclays Bank PLC, BNP Paribas Hong Kong Branch, Guotai Junan Securities (Hong Kong) Ltd, Huatai Financial Holdings (Hong Kong) Ltd, ICBC International Securities Ltd and ICBC International Capital Ltd, in respect of the issuance by Shanghai Electric Group Global Investment Ltd of the US$500 million 3 percent guaranteed bonds due 2019 guaranteed by Shanghai Electric (Group) Corp, one of the largest equipment manufacturing conglomerates and one of the three major power equipment suppliers in China. The bonds are listed on the SGX. Corporate partners David Grimm, Jia Yan and David Wang led the transaction.
Russin & Vecchi has acted as Vietnam counsel for Berli Jucker Public Company Ltd (BJC) in respect of its purchase of Metro, a food and household goods German-owned chain with 19 outlets in Vietnam. BJC’s purchase includes all of the operations in Vietnam. The purchase documents were executed on 7 August 2014 whilst the purchase price was US$879 million, probably the largest non-energy M&A transaction ever completed in Vietnam. Weerawong, Chinnavat & Peangpanor acted as Thai counsel. Metro was represented in Vietnam by Freshfields.
Shook Lin & Bok is acting as Singapore counsel for SGX and HKSE-listed China XLX Fertiliser Ltd in respect of its voluntary delisting from the Mainboard of the SGX whilst retaining its listing on the HKSE, and the cash exit offer by CITIC Securities Corporate Finance (HK) Ltd and CLSA Singapore Pte Ltd, the joint financial advisers, for and on behalf of Pioneer Top Holdings Ltd. Based on the offer price, China XLX is valued at approximately S$470 million (US$377.6m). Partners Wong Gang, Tan Wei Shyan and Pearlyn Xie led the transaction which is one of the rare delistings of a dual-listed company from SGX, involving the complexities of obtaining regulatory clearances from both SGX and HKSE.
Simpson Thacher has represented Daiwa Capital Markets Hong Kong Ltd and ING Bank NV Hong Kong Branch in respect of the offering of US$120 million credit enhanced currency linked zero coupon convertible bonds of Neo Solar Power Corp. Payments of the principal of and premium on the bonds at maturity or upon redemption or repurchase will have the benefit of an irrevocable standby letter of credit issued by ING Bank NV, acting through its Taipei Branch. The bonds are listed on the SGX. Based in Taiwan, Neo Solar is a leading solar product manufacturer specializing in the research, development and manufacturing of high-efficiency solar cells, solar modules and solar systems. It is the world’s largest merchant solar cell supplier in 2013. Neo Solar’s common shares are traded on the Taiwan Stock Exchange. Partner Chris Lin led the transaction.
Slaughter and May Hong Kong has advised Industrial and Commercial Bank of China Ltd (ICBC), acting through its Singapore branch, in respect of its establishment of a US$5 billion multicurrency commercial paper and certificate of deposit programme. Corporate and commercial partner Peter Brien led the transaction whilst Allen & Gledhill and DeHeng Law Offices advised on Singapore law and PRC law, respectively.
Thanathip & Partners has advised AIF Toll Road Holdings (Thailand) Ltd, a subsidiary of Metro Pacific Investments, the leading infrastructure investment firm in the Philippines, and a holder of 29.45 percent interest in Don Muang Tollway Public Company Ltd, a constructor and operator of certain tollways in Thailand, in respect of a financing of β2.1 billion (US$66m) term loan from Thanachart Bank Public Company Ltd for capital return to its shareholders. Partner Arunee Mahathorn led the transaction.
Virtus Law, an alliance member of Stephenson Harwood (Singapore), has advised AIM-listed RapidCloud International plc in respect of its acquisition of Exxelnet Solutions Pte Ltd, a Singaporean web development firm offering end-to-end online solutions. The acquisition, which is conditional upon the satisfaction of the relevant conditions, will be the first since RapidCloud’s admission to AIM on 14 August 2013, and will expand its geographical footprint. RapidCloud is one of the few solution providers in Southeast Asia to deliver its service offerings through all three available cloud computing segments. Corporate partner Seh-Ping Kong led the transaction.
WongPartnership has acted for Australia and New Zealand Banking Group Ltd Singapore Branch in respect of a S$88.75 million (US$71.3m) financing relating to European real estate asset manager SEB Asset Management’s acquisition of Anson House, a 13-storey office and commercial building in Singapore’s Central Business District. Partners Christy Lim and Carol Anne Tan led the transaction.
WongPartnership has also acted for Q&M Dental Group in respect of the acquisition of the entire share capital of Aidite High Technical Ceramics Co Ltd, the second largest manufacturer in the PRC of components used in a new high-tech process for making crowns. Partners Joseph He and Gerry Gan led the transaction.
Zhong Lun has acted as PRC counsel for HSBC, JP Morgan and Nomura as joint lead managers in respect of Asia View Ltd’s issue of US$200 million 1.5 percent guaranteed exchangeable bonds due 2019. Asia View is a wholly-owned subsidiary of Yuexiu Enterprises (Holdings) Ltd. The bonds are guaranteed by Yuexiu Enterprises (Holdings) Ltd and exchangeable into shares of Yuexiu Transport Infrastructure Ltd at the option of the bondholders. HKSE-listed Yuexiu Transport Infrastructure Ltd is engaged in investment in and operation and management of expressways and bridges in Guangdong Province and other provinces in China. Partners Xuebing Zhang and Christie Tao led the transaction.
Zhong Lun has also advised Noah Holdings Ltd in respect of its launch, together with Sinolink Securities Co Ltd and Sinolink Dingxing Investment Co Ltd, of the Sinolink Dingxing Buyout Fund with a total scale of RMB1.5 billion (US$244m) at the first round fundraising. Sinolink Dingxing Buyout Fund is the first buyout fund launched by a Chinese small and medium-sized securities company focusing on the mezzanine fund to finance buyouts, serving the growth-up and buyout of the leading enterprises in industrial market segmentations. Partner Catherine Chen led the transaction.