Deals – 20 February 2014

Allen & Gledhill has also advised an entity wholly-owned by CapitaLand Ltd, CapitaMalls Asia Ltd and CapitaMall Trust in respect of the S$579.4 million (US$459.7m) sale of a strata-titled 20-storey office building known as Westgate Tower in Singapore to a consortium comprising Low Keng Huat (Singapore) Ltd and Sun Venture Homes Pte Ltd. Partners Margaret Soh, Ernest Teo, Teh Hoe Yue and Gloria Goh led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as Indian counsel to Madison India Capital Management LLC in respect of its acquisition of a minority stake (through primary as well as secondary investment) in iYogi Ltd, a Mauritius-incorporated company which holds the entire share capital of iYogi Technical Services Private Ltd, a company which provides computer related technical support. The transaction documents were executed on 18 December 2013 whilst the first closing occurred in January 2014. Partner Akila Agrawal led the transaction.

Amarchand Mangaldas is also acting as counsel in respect of the proposed amalgamation of Kalyani ALSTOM Power Ltd with ALSTOM Bharat Forge Power Ltd. The company application in relation to the scheme was filed before the Delhi High Court on 10 February 2014 and is currently pending approval. Partners Akila Agrawal, Anirudh Das and Shweta Shroff Chopra are leading the transaction.

ATMD Bird & Bird is advising in respect of the proposed exit offer and delisting of SGX-ST listed Malacca Trust Ltd, a company which provides a wide range of financial services to a diverse customer base in the Indonesian market. It has a market capitalization of approximately S$90.2 million (US$71.5m). The offeror is Beacon Peak Capital Pte Ltd, an investment holding company held by the Executive Director and CEO of Malacca Trust as well as other founding and/or controlling shareholders of the company. Partner Marcus Chow is leading the transaction.

ATMD Bird & Bird has also advised Investec Bank plc as sponsor, financial advisor, book-runner and broker in respect of the IPO of Servelec Group plc on the LSE, following the sale by CSE Global Ltd of its entire holding in Servelec for £122 million (US$203.8m). Servelec operates two divisions, namely healthcare and automation. Partners Richard Eaton and Marcus Chow led the transaction.

AZB & Partners has advised CPPIB Credit Investments Inc, a wholly owned subsidiary of Canada Pension Plan Investment Board (CPPIB), in respect of a venture between CPPIB and Piramal Enterprises Ltd for providing rupee debt financing to residential projects across India’s major urban centres. CPPIB has committed to acquire rupee debt financing of approximately US$250 million. Partner Ashwin Ramanathan led the transaction which was signed on 12 February 2014.

AZB & Partners has also advised WestBridge Crossover Fund LLC and Jwalamukhi Investment Holdings in respect of the approximately US$10.2 million acquisition of an aggregate 24.9 percent stake in DFM Foods Ltd from two of the company’s promoter shareholders. Partners Ajay Bahl and Gautam Saha led the transaction which was completed on 30 January 2014.

Baker & McKenzie has advised Standard Chartered Bank (Hong Kong) Ltd and Hang Seng Bank Ltd as the joint coordinators in respect of the US$558 million two-tranche onshore offshore financing for certain entities being advised by Phoenix Property Investors Ltd, a Cayman Island fund management firm. The financing consists of a HK$2.2 billion (US$283.7m) offshore tranche and a RMB1.63 billion (US$268.65m) onshore tranche. The offshore tranche, which has a HK$1.86 billion (US$239.8m) sub-tranche for acquisition of a real estate project and a HK$350 million (US$45m) sub-tranche for further related activities, is collateralised by a mixed used development in the PRC. The onshore tranche is split into an RMB890 million (US$146.7m) and a RMB740 million (US$122m) facility for two onshore companies holding the project. Partner Sally Hung led the transaction.

Clifford Chance has advised the joint lead managers and book-runners in respect of the issue of US$500 million subordinated perpetual capital securities callable 2019 by Moon Wise Global Ltd, a wholly-owned subsidiary of Greentown China Holdings Ltd, a leading property developer in China. The subordinated perpetual capital securities are listed on the HKSE. The joint lead managers and joint book-runners were BNP Paribas Hong Kong Branch, Deutsche Bank AG Singapore Branch, Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corporation Ltd, Macquarie Capital Securities Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch. Counsel Angela Chan, with Mark Chan and Michael Weaver, led the transaction.

Clifford Chance has also advised the joint lead managers and book-runners in respect of the issue of US$500 million 4.25 percent credit-enhanced bonds due 2019 by China Shipping Overseas Finance 2013 Ltd, an indirectly wholly-owned subsidiary of China Shipping (Group) Company. The joint global coordinators, joint lead managers and joint book-runners include Bank of China, Deutsche Bank, BofA Merrill Lynch, Australia and New Zealand Banking Group Ltd, Bank of Communications Co Ltd Hong Kong Branch, Barclays Bank PLC, DBS Bank Ltd and ING Bank NV Singapore Branch. The credit enhancement is by way of an irrevocable standby letter of credit issued by Bank of China Ltd Macau Branch. This is the first time that China Shipping, the second largest shipping company by assets in the PRC, has tapped the international US$ bond market. Partner Connie Heng led the transaction.

Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR2 billion (US$32.18m) bridge loan facility sanctioned to Jaiprakash Power Ventures Ltd for funding/refinancing its on-going and new infrastructure projects and for repayment /prepayment of corporate loans. Girish Rawat led the transaction.

DLA Piper has acted for Fosun International Ltd in respect of the majority acquisition of the largest insurer in Portugal for around €1 billion (US$1.37b). Fosun will acquire up to 85 percent of the share capital and voting rights of Fidelidade Companhia de Seguros SA, 80 percent of the share capital and voting rights of Multicare Seguros de Saúde SA, and 80 percent of the share capital and voting rights of Cares Companhia de Seguros SA (collectively referred as Fidelidade), all of which are wholly-owned subsidiaries of Caixa Seguros e Saúde SGPS SA, the insurance arm of a state-owned bank Caixa Geral de Depósitos SA (CGD) in Portugal. CGD is the largest bank in Portugal whilst Fidelidade is the largest insurance company in Portugal. Partner Paul Chen led the transaction. The firm worked with ABBC, led by Nuno Azevedo Neves, in Portugal.

Han Kun has represented Ovation Entertainment Ltd in respect of its transfer of 75 percent equity interest in Lefeng.com to NYSE-listed Vipshop Holdings Ltd, China’s leading online discount retailer for brands. Lefeng owns and operates the online retail business conducted through lefeng.com, an online retail website which specialises in selling cosmetics and fashion products in China.

HSA Advocates has advised Rockman Industries Ltd and its promoter Suman Kant Munjal in respect of definitive agreements to acquire a majority equity stake in Chennai-based Sargam Diecastings Private Ltd. Rockman is part of the Hero Group, a leading manufacturer of aluminium dye and machined and painted assemblies, as well as one of largest suppliers of drive chains and timing chain to Hero Honda, the world’s largest two-wheeler company. The transaction marks the first entry of a Hero Group Company into Tamil Nadu. Sargam Diecastings is an automotive component/aluminium dye manufacturing company with its state of the art manufacturing facility located at SIPCOT Industrial Complex, Cheyyar. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. Universal Legal, led by partner Kavitha Vijay, advised Sargam Diecastings Private Ltd and its promoters.

J Sagar Associates has advised the Carlyle Group and management shareholders of Cyberoam Technologies Private Ltd in respect of the sale of their 100 percent shareholding in Cyberoam to Sophos Ltd. Cyberoam is a leading unified threat management / network security solutions (UTM) company based in Ahmedabad, India. The firm had also advised the Carlyle Group when it invested in Elitecore Technologies Private Ltd in 2007. Cyberoam was formed pursuant to a demerger of Elitecore’s UTM business. Partners Somasekhar Sundaresan and Vikram Raghani led the transaction. Sophos was advised by DLA Piper and Khaitan & Co.

Khaitan & Co has advised ECL Finance Ltd in respect of the IPO of secured redeemable non-convertible debentures for approximately US$80 million. ECL Finance is one of the leading systemically important non-deposit taking NBFCs focused on offering a broad suite of secured corporate loan products and retail loan products which are customized to suit the needs of the corporates, SMEs and individuals. ECL Finance is a part of the Edelweiss Group, one of India’s prominent financial services organizations. Executive Director Sudhir Bassi and partners Nikhilesh Panchal and Vibhava Sawant led the transaction.

Khaitan & Co has also advised Piramal Enterprises Ltd (India) (PEL) and IndiaReit Fund Advisors Pvt Ltd in respect of the formation of a debt fund platform with initial aggregate size of US$500 million, where PEL and Canada Pension Plan Investment Board each committed US$250 million. The fund will provide rupee debt financing to residential projects across India’s major urban centres. The debt fund will be managed by IndiaReit, the real estate private equity arm of PEL. PEL, a flagship company of the Piramal Group, is a globally integrated enterprises company. IndiaReit is one of the leading domestic private equity fund advisory company which advises fund aggregating over US$1 billion. It is a part of the Piramal Group. Partner Siddharth Shah, with assistance from partner Bijal Ajinkya, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to China Resources Land Ltd, one of the leading property investment and development companies in the PRC, in respect of its establishment of a US$2 billion medium term note programme within a period of 12 months by way of debt issues to professional investors only. The programme is listed on the HKSE. ABC International, BofA Merrill Lynch, DBS, HSBC and UBS acted as joint book-runners and lead managers. Greg Knowles and Derrick Kan led the transaction whilst Clifford Chance acted as English counsel. Linklaters acted as English counsel to the dealers and the trustee.

Norton Rose Fulbright has advised Partners Group in respect of the successful closing of a US$250 million investment to develop a dedicated Japanese solar platform. Partners Group is a global private markets investment management firm with over €30 billion (US$41.18M) in investment programmes under management. The investment consortium, co-led by Partners Group and Equis Funds Group, included investors such as Babson Capital, LG Super and Qantas Superannuation and was established to fund the construction of utility-scale solar power plants across Japan. Japan Solar will partner with Nippon Renewable Energy KK which owns and will develop a pipeline of over 300MW of Japanese solar projects over the next two years. Nippon Renewable Energy KK has contracted four projects totalling 47.5MW which will commence construction imminently having completed financing and construction documentation. The transaction closed on 21 January 2014. Partner Chris Viner led the transaction whilst Mori Hamada & Matsumoto acted as Japanese counsel. Sidley Austin advised Equis Funds Group.

Paul Hastings has advised Bank of Philippine Islands (BPI), a member of the Ayala Group and the third-largest lender by assets in the Philippines, in respect of its US$555 million stock rights offer. Goldman Sachs and JP Morgan acted as joint international book-runners and underwriters whilst Bank of Philippine Islands Capital Corporation acted as the sole global coordinator and lead manager, sole domestic manager and domestic book-runner and underwriter. The offering, which marks the largest capital markets transaction in BPI’s history, consisted of 370,370,370 common shares offered at PhP67.50 (US$1.51) per rights share. Proceeds will be used to support the strategic growth initiatives of the bank. Partners Patricia Tan Openshaw and Steven Winegar led the transaction.

Shook Lin & Bok has advised DBS Bank Ltd Hong Kong Branch on Singapore law in respect of the acquisition of a 30 percent stake in Shine Rise International Ltd, a wholly-owned indirect subsidiary of HKSE-listed Top Spring International Holdings Ltd, by Firewave Management Ltd, an indirect subsidiary of SGX Mainboard-listed Metro Holdings Ltd. Partners Gwendolyn Gn and Marc Tan advised on the transaction.

Sidley Austin has represented China’s largest auto parts company Wanxiang Group in respect of the successful bankruptcy auction for the assets of failed electric-vehicle maker Fisker Automotive. Wanxiang’s final bid is valued at US$149.2 million, which includes US$126.2 million in cash and US$8 million in assumed liabilities. The Group outbid Hybrid Technology, which is led by HK billionaire Richard Li. Partner John Box led the transaction.

Skadden is representing Roberta Lipson, the CEO of Chindex International Inc who is rolling a substantial portion of her equity in Chindex, and other members of senior management in respect of Chindex’s approximately US$369 million pending going-private transaction by a buyer consortium consisting of an affiliate of TPG and an affiliate of Shanghai Fosun Pharmaceutical (Group) Co Ltd. Chindex is an American healthcare company providing services in China through the premium hospital and ambulatory clinic operations of United Family Healthcare. Partners Jon Christianson, Peter Huang, Daniel Dusek, Joseph Yaffe and Eric Waxman led the transaction.

Sullivan & Cromwell is representing the independent directors of Tower Group International Ltd (Bermuda) in respect of its pending agreement and plan of merger with ACP Re Ltd (Bermuda) and ACP’s wholly-owned subsidiary pursuant to which ACP is to merge with and into Tower Group, with Tower Group continuing as the surviving corporation and a wholly-owned subsidiary of ACP. Partner John Evangelakos is leading the transaction which was announced on 3 January 2014.

Trilegal has advised NYSE-listed US-headquartered CSC, a global leader in next-generation IT services and solutions, in respect of its strategic partnership with NSE-listed HCL Technologies, India’s fourth largest software company and a leading global IT services provider, to create an application modernisation delivery network to enable enterprises to shift from legacy technologies to a cloud-enabled platform. The first delivery centers, which will be launched in Bangalore and Chennai, will lower the risks and costs for clients transitioning to the cloud. The joint application modernisation offering will be enhanced with vertical specific initiatives starting with banking and financial services through the creation of a banking center of excellence. The partnership will be standardising the delivery of modernised applications and enable them to be brokered onto any cloud environment, using platforms such as CSC’s ServiceMeshTM. Partners Anand Prasad and Kosturi Ghosh led the transaction.

Weerawong, Chinnavat & Peangpanor has advised PTT Public Company Ltd (PTT) in respect of the sale of its 45 percent stake in Vietnam LPG Company Ltd (VLPG) to joint venture partner PetroVietnam Southern Gas Joint Stock Company (PVGAS South). VLPG engages in the supply, storage, filling plant operations, sale and marketing of liquefied petroleum gas as a subsidiary of PVGAS South. A capital transfer agreement between PTT and PVGAS South was executed on 12 February 2014. Partner Peangpanor Boonklum led the transaction.

WongPartnership has acted for Vallianz Holdings Ltd as obligor and its wholly-owned subsidiary Vallianz Capital Ltd as issuer in respect of its establishment of a US$500 million Multicurrency Islamic Trust Certificates Issuance Programme. Maybank Kim Eng Securities Pte Ltd acted as arranger for the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for Perennial 111 Somerset Pte Ltd in respect of its S$970 million (US$769.5m) acquisition of the shares of AREIF (Singapore I) Pte Ltd, which owns TripleOne Somerset, a 17-storey office-and-retail building located at 111 Somerset Road Singapore 238164. Partners Carol Anne Tan and Chan Sing Yee led the transaction.