Allen & Gledhill has advised Europe & Asia Commercial (EAC) on the formation of a joint venture with Unilever and on the sale of 60 percent of EAC’s home care and personal care business to the JV company, which will manufacture and distribute home care and personal care products in Myanmar. Partners Minn Naing Oo, Oh Hsiu Hau, Alexander Yap, Fock Kah Yan and Lim Pek Bur led the transaction, which is one of the largest M&A transactions in Myanmar thus far.
Allen & Gledhill has also advised Aung Moe Kyaw (AMK), UMJ Ikeya Investment (UMJ) and Macondray Holdings (MH) on the joint venture with Group Lease Holdings (GLH) for the operation of a financing business in Myanmar. To implement the joint venture, GLH, UMJ, MH and AMMK Holdings have formed GL-AMMK as a JV company to provide services to Century Finance to develop the financing business in Myanmar. AMMK is wholly-owned by AMK. Partner Oh Hsiu Hau, Myanmar managing director Minn Naing Oo and director Lee Jun Yee led the transaction, which is likely the first foreign investment into a company in the Myanmar finance company sector.
AZB & Partners is advising FAL, an indirect wholly-owned subsidiary of Fairfax Financial Holdings, on its sale of 12.18 percent of its fully diluted equity shareholding in ICICI Lombard General Insurance to Red Bloom Investment Ltd (9 percent), Tamarind (1.59 percent) and IIFL Special Opportunities Fund (1.59 percent). Senior partner Bhavi Sanghvi and partners Arvind Ramesh and Ashwin Ramanathan, are leading the transaction, which was valued at approximately Rs24.7 billion (US$383m) and is yet to be completed.
AZB & Partners has also represented JM Financial Investment Managers on its acquisition of compulsorily convertible debentures issued by Shriram Properties & Infrastructure. Partner Anand Shah led the transaction, which was valued at approximately Rs4 billion (US$62m) and was completed on May 12, 2017.
Clifford Chance has advised BCPG Public Company, one of Thailand’s largest solar independent power producers, on its approximately US$28.5 million investment into a wind power project in the Philippines through an indirect acquisition of 40 percent equity in PetroWind Energy, which was incorporated in 2013 to develop and operate the 50 MW Nabas Wind Power Project in Nabas, Aklan, the Philippines. Partner Joseph Tisuthiwongse led the transaction.
Clifford Chance has also advised CVC Capital Partners Asia III on the disposal of SPi Global, an outsourced service provider to education, science, technical and medical research publishers, for approximately US$330 million. CVC is one of the world’s leading private equity and investment advisory firms. Partner Neeraj Budhwani, supported by partner Richard Blewett (Beijing), led the transaction, which will complete CVC’s exit from SPi Global.
Gibson Dunn is representing Goldman Sachs Private Equity on its A$1 billion (US$749.5m) joint offer agreement to purchase a majority stake in Icon Cancer Care. Goldman Sachs is leading a consortium comprised of the Queensland Investment Corporation and Pagoda. Icon is Australia’s leading provider of radiation and medical oncology services. Hong Kong partners Scott Jalowayski and Michael Nicklin are leading the transaction.
Howse Williams Bowers has advised to Dakin Capital, as the sole sponsor, and Ping An Securities and Dakin Securities, as the underwriters, on the approximately HK$87 million (US$11m) share offer and listing of VBG International Holdings in Hong Kong. The shares commenced trading on May 26, 2017. As one of the leading financial services providers in Hong Kong, VBG provides corporate finance advisory, placing and underwriting and business consulting services. It ranked fifth among all Hong Kong-based corporate finance houses, in terms of IPO fund raising in 2016 for its sponsorship of corporate finance advisory services. Partner Chia Ching Tan led the transaction.
J Sagar Associates has advised Ace Turtle Services and its affiliates on the Series A funding from Singapore-based Vertex Ventures and C31 Ventures, the venture capital arm of CapitaLand. Ace Turtle is a technology-driven platform company enabling web-influenced commerce. Its proprietary Omni-channel platform, which comprises of technology, logistics and customer support, enables brands and retailers to enhance their customers’ commerce experience. Ace Turtle’s clients include brands such as Puma, Ray-Ban, Max, Arrow, Flying Machine, Ed Hardy, US Polo, Fossil and more. Partner Raj Ramachandran led the transaction.
J Sagar Associates has also advised Incessant Technologies, an NIIT technologies company and a leader in digital integration and agile delivery of Enterprise BPM solutions, on its acquisition of a 55 percent interest in RuleTek, a US BPM architecture services company with a track record of successful implementation. Partner Lalit Kumar led the transaction, while Squire Patton Boggs acted as foreign counsel. RuleTek and its promoters were represented by The Law Offices of David Schwinger.
Khaitan & Co has advised Apollo Tyres, as the issuer, and Axis Bank, Kotak Mahindra Bank and Standard Chartered Bank, as the arrangers, on the issuance of listed non-convertible debentures aggregating to Rs4.5 billion (US$70m) by way of private placement, in series, secured by a first pari passu charge on the issuer’s tangible movable fixed assets. Partner Manisha Shroff led the transaction.
Khaitan & Co has also advised Itz Cash Card on the acquisition by Ebix USA of an 80 percent stake in Itz Cash from PE investors Matrix Partners, Lightspeed Venture Partners and Intel Capital, original promoters and employees of Itz Cash Card. Itz Cash is an unlisted company engaged in prepaid instruments, corporate gift cards and providing technical services to financial institutions for the issuance of open loop cards. Partner Sharad Abhyankar led the transaction.
LawCept Partners has advised GVFL Start Up Fund on its investment, alongside Times Internet, in Vidooly Media Tech’s Series A funding round. Founded in 2014 by Nishant Radia, Subrat Kar and Ajay Mishra, Vidooly is an online video intelligence software platform for content creators, brands, multichannel networks, agencies and media companies. Partners Tereasa Rini and Afshan Ahmedbhoy led the transaction. Vidooly was advised by Avigna Law Advocates, led by partner Kshama Ravikumar. Times Internet was advised by Pier Counsel.
Luthra & Luthra has advised the President of India, acting through the Ministry of Housing & Urban Poverty Alleviation, and Housing & Urban Development Corporation (HUDC) on its IPO, comprising an offer for sale of the President of India’s equity shares aggregating to approximately Rs12.1 billion (US$188m). HUDC is a Mini-Ratna central public sector undertaking, which has been engaged over the last four decades in financing of housing and urban infrastructure projects in India. With a loan book of over Rs350 billion (US$5.44b) as of December 31, 2016, profitability since inception, pan-India presence and high credit ratings, HUDC is a premier government financier serving a nodal position in the government’s affordable housing and infrastructure development program. Partners Manan Lahoty and Geeta Dhania led the transaction, which was a part of the government’s disinvestment programme for 2018 and the first government disinvestment through an IPO since 2012. Duane Morris & Selvam acted as international counsel to the President of India and HUDC. Trilegal acted as Indian counsel to the underwriters.
Majmudar & Partners has represented leading Japanese pharmaceuticals manufacturer Otsuka Pharmaceutical Factory on the US$20 million proposed acquisition of an additional 20 percent stake in its existing joint venture company, Otsuka Pharmaceutical India, from its JV partner, Claris Lifesciences. Partner and head of M&A practice group Rukshad Davar led the transaction, which is subject to the approval of the Foreign Investment Promotion Board.
Norton Rose Fulbright has advised Shenzhen-listed Zoomlion Heavy Industry Science and Technology on its US$1.68 billion disposal of the 80 percent interest in Changsha Zoomlion Environmental Industry to four Chinese investment holdings, including Infore Holding and Hony Investment. Changsha Zoomlion engages in the research, development, manufacturing and sale of environmental sanitation equipment and the provision of environmental solutions. The disposal constitutes a major transaction under Hong Kong listing rules. The sale will allow Zoomlion to focus on its industrial and agricultural equipment businesses. Partners Psyche Tai and Winnie Chan led the transaction.
Rajah & Tann Singapore has acted for BBR Holdings (S) on its acquisition from Voon Yok Lin of the remaining 20 percent shareholding interests in its subsidiary, BBR Construction Systems (M) (BBRM). The consideration was satisfied in full by the issuance of 16.5 million new issued and fully paid-up ordinary shares by BBRH to the vendor. Following completion of the acquisition, BBRM has become a wholly-owned subsidiary of BBR. In connection with the acquisition, an additional listing application was submitted in Singapore for the listing and quotation of the new BBR shares. The BBR group is a construction group with core business segments in general construction, specialised engineering, property development and green technology. BBRM is principally engaged in structural engineering and design, build services and investment holding. Partners Lawrence Tan and Favian Tan led the transaction.
Rajah & Tann Singapore is also acting for Fullshare Holdings on its acquisition of the entire issued and paid up share capital of Plaza Ventures, the registered owner and developer of the development project known as GSH Plaza, from GSH Properties, TYJ Group and VIbrant DB2. Partners Chia Kim Huat, Chen Xi, Elsa Chai, Lina Chua, Sim Chee Siong, Lee Weilin and Penelope Loh are leading the transaction, which was valued at S$231.9 million (US$168m) and is yet to be completed. Dentons advised the vendors.
Shardul Amarchand Mangaldas & Co has represented Coal India and its subsidiaries in securing a stay from the National Company Law Appellate Tribunal (NCLAT) on the Rs5.91 billion (US$91.8m) fine imposed by the Competition Commission of India (CCI) on Coal India. The decision stemmed from a complaint brought before the Competition Appellate Tribunal (COMPAT) against Coal India for abusing its dominant position in its fuel supply agreements (FSAs) with power sector utilities. COMPAT remanded the matter to CCI. After hearing the matter, CCI found Coal India and its subsidiaries to be imposing unilateral terms in the FSAs and imposed the fine. On May 26, 2017, the Finance Act 2017 took effect, resulting to the creation of the NCLAT and the abolition of COMPAT as the appellate court against the orders of the CCI. In its first significant decision, NCLAT issued the order on May 31, 2017, staying the imposition of the fine against Coal India. Managing partner Pallavi Shroff, supported by partner Harman Singh Sandhu, led the transaction.
Skadden has represented Nomura International, Merrill Lynch, Pierce, Fenner & Smith, Goldman Sachs International and Mizuho Securities USA as underwriters on Japan Bank for International Cooperation’s US$5 billion offering of government-guaranteed bonds. The bonds are offered in four tranches, comprising of US$1.5 billion 2.125 percent guaranteed bonds due 2020, US$1.5 billion 2.5 percent guaranteed bonds due 2022, US$1.5 billion 2.875 percent guaranteed bonds due 2027 and US$500 million floating rate guaranteed bonds due 2020. Tokyo corporate partner Kenji Taneda and Palo Alto tax partner Sean Shimamoto led the transaction.