Deals – April 1, 2015

Allen & Gledhill has advised North Gem Trust and North Gem Development Pte Ltd as borrowers and Frasers Centrepoint Ltd as sponsor in respect of the S$1.15 billion (US$838m) facilities to finance the development of Northpoint City, Singapore. Northpoint City is an integrated project featuring a 920-unit condominium, a mall comprising over 500 retail shops and F&B outlets, multiple community facilities and an integrated transport hub. Partner Lim Wei Ting led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised in respect of the acquisition of 50.50 percent equity share capital of Halla Visteon Climate Control Corp (HVCC) by Hahn & Co Auto Holdings Co Ltd (HCo) and 19.49 percent equity share capital of HVCC by Hankook Tire Co Ltd from VIHI LLC. The firm led the competition law analysis of the transaction to the filing of the notification form with the Competition Commission of India and ultimately securing an unconditional approval for HCo and Hankook. The notification form was filed pursuant to a share purchase agreement dated 17 December 2014 entered into among HCo, Hankook, Visteon Corp and VIHI LLC. Partner Shweta Shroff Chopra led the transaction which was completed on 5 March 2015.

AZB & Partners has advised Star India Private Ltd in respect of the acquisition by The Indian Express Ltd of the trademarks, copyrights and domain names in relation to the ‘Screen’ brand as well as an assignment of content (including the video, audio and audio-visual materials, mages, files, scripts, television programming) under the ‘Screen’ brand in favour of Star India and its affiliates. Partner Shuva Mandal led the transaction which was completed on 20 March 2015.

AZB & Partners has also advised Famycare Ltd and its promoters in respect of Mylan Laboratories Ltd’s acquisition from existing Famycare shareholders of 100 percent of the paid up share capital of a Famycare new company which will carry out the female contraceptive business which will be demerged from Famycare. Partner Shuva Mandal also led the transaction which was valued at approximately US$800 million and is yet to be completed.

Baker & McKenzie has advised HKSE-listed Sino-Ocean Land Holdings Ltd in respect of its subscription of 40 percent of the equity interest in a joint venture with Nan Fung International Holdings Ltd for the construction and development of residential and related facilities at MTRCL LOHAS Park Package Six Property Development in Tseung Kwan O, Sai Kung, Hong Kong. Sino-Ocean Land will contribute approximately HK$1.34 billion (US$172.8m) to the joint venture upon completion of the subscription. Sino-Ocean Land is a leading property developer in Beijing and the Pan-Bohai Rim. The transaction allows Sino-Ocean Land to engage in the property development industry in Hong Kong. Nan Fung holds approximately 20.4 percent of the issued share capital of Sino-Ocean Land. Corporate partner Christina Lee, assisted by real estate partner Edmond Chan, led the transaction.

Clifford Chance has advised Actis in respect of the sale of Teknicast Sdn Bhd and its shareholding in PT Teknicast Indonesia by its portfolio company, Teknicast Holdings Sdn Bhd, to a leading investment management firm based in Asia. Teknicast, based in Malaysia, is a leading manufacturer of complex, premium aluminium die-cast components for the flow control, textile machinery and specialised industrial automation sectors. With a 30 year history, the company exports to global blue chip customers in key locations across the globe. Actis is a global pan-emerging private equity firm with US$6.5 billion managed in 68 companies around the world. Partner Melissa Ng led the transaction.

Deacons is acting as Hong Kong counsel for Japanese pachinko-hall operator Niraku GC Holdings in respect of its global offering and Main Board listing in Hong Kong. This follows the successful debut of Dynam Japan Holdings, the first Japanese pachinko-hall operator to obtain a primary listing in 2012 on the local bourse. The firm also counselled Dynam Japan Holdings on that transaction. Niraku GC is headquartered in Fukushima Prefecture with operations focused in Northeast Honshu, Japan. In 2013, it was the fourth largest pachinko-hall operator based on gross pay-ins. The company’s HK$384 million (US$49.5m) IPO was launched on 24 March 2015 and expects to list on the HKSE on 8 April 2015. If successfully listed, Niraku GC will be the second Japanese pachinko-hall operator with a primary listing in Hong Kong. Corporate finance practice group head Ronny Chow led the transaction. Shenyin Wanguo Capital (HK) Ltd, the sole sponsor, was advised by Paul Hastings on Hong Kong law.

Gide Vietnam has advised Limagrain / Vilmorin & Cie in respect of the acquisition of Vietnamese corporation Tropdicorp, one of the three Vietnamese companies that cover half of the local market. Vilmorin & Cie is the fourth largest seed company in the world and is part of Limagrain, an international agricultural cooperative group specialising in seeds, vegetable seeds and cereal products. The acquisition will make Vilmorin & Cie one of the key players in Vietnam, an emerging and key market for vegetable seeds. Vietnam practice head Nasir PKM Abdul led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel for Haitong International Securities Company Ltd, Kingston Securities Ltd and UOB Kay Hian (Hong Kong) Ltd as the placing agents in respect of Kong Sun Holdings Ltd’s HK$376 million (US$48.5m) placing of shares. Kong Sun is principally engaged in properties investment, manufacturing and sale of life-like plants, securities investment and investment in and operation of photovoltaic power plants in the PRC. Corporate partner Brian Ho led the transaction.

J Sagar Associates has acted as domestic counsel to Lodha Developers International Ltd in respect of its issue of US$200 million 12 percent senior notes due 2020 guaranteed by, among others, Lodha Developers Private Ltd. Partners Berjis Desai and Kaushik Mukherjee led the transaction whilst Jones Day and C&A Law also advised the issuer. Amarchand & Mangaldas & Suresh A Shroff & Co and Latham & Watkins advised the lead managers.

J Sagar Associates has also advised Canadian real estate company Brookfield Asset Management in respect of its acquisition of 40 percent stake in six SEZs and IT parks in Gurgaon, Noida and Kolkata. Earlier, the firm had advised Brookfield in its acquisition of Candor Investments Ltd, a wholly-owned subsidiary of Unitech Corporate Parks Plc (UCP), which owned 60 percent stake in these SEZs and IT parks. The transaction with UCP was completed late last year. Partners Akshay Chudasama and Jay Gandhi led the transaction whilst Linklaters acted as foreign counsel.

Khaitan & Co has advised IPCA Laboratories Ltd in respect of obtaining Foreign Investment Promotion Board approval for increase in aggregate limit of investment by Securities and Exchange Board of India-registered foreign institutional investors and their sub-accounts in the equity share capital of IPCA Laboratories under the Portfolio Investment Scheme to up to 35 percent of the equity share capital for approximately US$143.5 million. IPCA Laboratories is a fully-integrated Indian pharmaceutical company manufacturing over 350 formulations and 80 APIs for various therapeutic segments. Partner Sharad Vaid led the transaction.

Khaitan & Co has advised Sun Pharmaceutical Industries Ltd (Sun Pharma) in respect of the sale of seven products of Sun Pharma and Ranbaxy Laboratories Ltd to Emcure Pharmaceuticals Ltd. As per the Competition Commission of India (CCI) order dated 5 December 2014, the merger of Ranbaxy with Sun Pharma was approved conditionally and the parties were directed to divest seven products which were to be transferred to an approved purchaser in order to create a viable, effective, independent and long term competitor in the relevant markets. Emcure is purchasing all the divestment products from the parties. Sun Pharma is an international, integrated, specialty pharmaceutical company. This is the first divestment of assets in India which is pursuant to an order of the CCI. Partner Avaantika Kakkar led the transaction.

Luthra & Luthra has acted as sole counsel for Yes Bank Ltd in respect of its a rupee term loan facility extended to Dalmia Cement East Ltd. The financing will be used for refinancing part of the existing loans and for capex requirements of the company. Partner Piyush Mishra led the transaction.

Norton Rose Fulbright has advised The Bank of New York Mellon as delegate trustee in respect of Petroliam Nasional Berhad’s (Petronas) US$1.25 billion sukuk offering. The issue was the Malaysian state-owned energy group’s first after a hiatus of almost six years and also represents part of Asia’s second largest corporate dollar bond. The five-year 144A/Regulation S sukuk al-wakalah offering was part of a total US$5 billion issue, which included three tranches of conventional US dollar bonds under Petronas’ GMTN programme and was settled through the New York clearing system, the Depository Trust Company. Singapore-based of counsel Vicky Jones led the transaction. Milbank acted for the joint active book-runners and joint passive book-runners, comprised of Merrill Lynch, CIMB Investment Bank, Citigroup, JP Morgan, Morgan Stanley, Deutsche Bank, HSBC, Maybank and Mitsubishi UFJ Securities. Cleary Gottlieb Steen & Hamilton acted for the issuer. Adnan Sundra & Low and Kadir Adndri & Partners provided Malaysian law advice.

Norton Rose Fulbright has also advised HKSE-listed China Overseas Land & Investment Ltd in respect of its acquisition of a property portfolio from China State Construction Engineering Corp Ltd. The property portfolio comprises of property projects located in Beijing, Shanghai, Tianjin, Chongqing, Suzhou, Chengdu, Xian, Urumqi, Changsha, Weifang and Zibo in the People’s Republic of China and London in the United Kingdom. The consideration for the acquisition, together with the amount of the loans to be assumed by the company upon completion, is HK$42.8 billion (US$5.5b). As a packaged deal, China Overseas Land & Investment has also agreed to issue approximately 1.7 billion new shares to China Overseas Holdings Ltd for the same consideration. China State Construction Engineering is a company incorporated in the PRC, the shares of which are listed on the Shanghai Stock Exchange.

Rajah & Tann is advising United Overseas Bank Ltd (UOB) in respect of its recommended voluntary conditional cash offer to acquire all the ordinary shares in the capital of Far Eastern Bank Ltd (FEB) other than those already held by UOB. The offer was jointly announced by UOB and FEB as a recommended offer, i.e. the offer is recommended at the outset by the independent financial adviser appointed by FEB. UOB owns 78.88 percent of the shares in FEB and is making the offer with a view to privatising FEB. The offer values FEB at S$351.04 million (US$255.8m) based on the offer price of S$3.51 (US$2.56) per FEB share. The offer will be conditional upon UOB having received, by the close of the offer, valid acceptances in respect of not less than 90 percent of the offer shares. In connection with the offer, UOB had obtained irrevocable undertakings from certain shareholders of FEB to, inter alia, accept the offer in respect of FEB shares held by them, representing an aggregate of approximately 5.39 percent of the total number of issued FEB shares. UOB is listed on the Main Board of the SGX-ST. It provides a wide range of financial services through its global network of branches, offices, subsidiaries and associates. FEB is a banking subsidiary of UOB and offers commercial banking and financial services. Partners Goh Kian Hwee, Lawrence Tan, Serene Yeo and Soh Chai Lih are leading the transaction which was announced on 11 March 2015 and is yet to be completed.

Shook Lin & Bok has acted for International Healthway Corp Ltd in respect of the establishment of S$500 million (US$364m) multicurrrency medium term note programme and the issuance of S$50 million (US$36.4m) 6 percent notes due 2018 under its S$500 million (US$364m) multicurrency medium term note programme. Partners Marilyn See and Lian Shueh Min led the transaction.

Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Ekuiti Nasional Berhad in respect of its acquisition, through its subsidiary Ilmu Education Group Sdn Bhd, of a 70 percent stake in Tenby Educare Sdn Bhd from Bonanza Ventures Holdings Sdn Bhd for a total purchase consideration of RM70 million (US$19m). Partner Munir Abdul Aziz led the transaction.

WongPartnership has acted for Food Delivery Holding Sàrl, a vehicle of the Foodpanda group and a portfolio company of Rocket Internet, in respect of the acquisition of the Food Runner group, an operator of online food delivery businesses. Partners Teo Hsiao-Huey and Lam Chung Nian led the transaction.

WongPartnership is also acting for Hoe Leong Corp Ltd in respect of the proposed disposal of its interests in the Semua International Sdn Bhd group of companies. Partner Ong Sin Wei is leading the transaction.