Deals – April 13, 2016

Allen & Gledhill has advised DBS Bank Ltd, as sole lead manager and book-runner, paying agent and registrar, and Perpetual (Asia) Ltd, as trustee of the holders of the notes, in respect of the S$200 million (US$148.6m) bonds to the public in Singapore and institutional and other investors by Aspial Treasury Pte Ltd. The bonds are unconditionally and irrevocably guaranteed by Aspial Corp Ltd. Partners Margaret Chin and Daselin Ang led the transaction.

Allen & Gledhill has also advised Gold Ridge Pte Ltd, owner of the retail development known as “Nex” located at 23 Serangoon Central Singapore, in respect of the secured financing facilities of up to S$1 billion (US$743m) and the establishment of a secured multicurrency medium term note programme of up to S$400 million (US$297m). The facilities and the MTN programme were arranged by leading Singapore banks. Partners Lyn Wee, Serena Choo and Daselin Ang led the transaction.

AZB & Partners has advised Tata Sons Ltd in respect of its acquisition of approximately 7.94 percent equity shares of AirAsia (India) Ltd from Telestra Tradeplace Private Ltd, increasing its stake in the company to 49 percent from its existing stake of 41.06 percent. Partner Darshika Kothari led the transaction which is yet to be completed.

AZB & Partners has also advised Thirumeni Finance (P) Ltd in respect of the acquisition of significant stake in Thirumeni Finance by certain institutional investors as a Series B fund raise. Partner Chetan Nagendra led the transaction which was completed on 31 March 2016.

Clayton Utz has advised ASX-listed environment, waste management and industrial service provider Tox Free Solutions Ltd in respect of its completed fully underwritten placement to institutional investors to raise gross proceeds of A$20 million (US$15.3m). The institutional placement was undertaken to partly fund the acquisition of 100 percent of the shares in waste management company Worth Corp Pty Ltd. The total cash consideration for the acquisition is A$70 million (US$53.7m0, subject to adjustments. Tox Free is also undertaking a share purchase plan at the same price as the institutional placement to raise a maximum of A$4 million (US$3m). Perth corporate partner Mark Paganin led the transaction.

Davis Polk is advising Shanda Investment Holdings Ltd in respect of its going-private acquisition of Ku6 Media Company Ltd for a cash consideration of US$0.0108 per ordinary share or $1.08 per American Depository Share. The transaction is subject to customary closing conditions, including approval by the shareholders of Ku6 Media, and is expected to close in the second half of 2016. Shanda currently owns approximately 69.9 percent of Ku6 Media’s issued and outstanding shares, including shares represented by ADSs. Headquartered in Beijing, China, and listed on NASDAQ, Ku6 Media is a leading internet video company in China focused on user-generated content. Through its premier online brand and online video website, www.ku6.com, Ku6 Media provides online video uploading and sharing services, video reports, information and entertainment in China. Hong Kong corporate partner Miranda So is leading the transaction.

DLA Piper has advised Human Health Holdings Ltd, the largest private healthcare services provider in Hong Kong, in respect of its HK$100 million (US$12.9m) IPO on the KSE. The IPO launch offered approximately 76.7 million shares at an offer price of HK$1.38 (US$0.18) per share and was 668 times oversubscribed. Hong Kong partner Mike Suen led the transaction. Deacons acted for BOCOM International as the sole sponsor.

J Sagar Associates has advised Geometric Ltd and its promoters in respect of the transfer of its business of IT-enabled engineering services, PLM services and engineering design productivity software tools to HCL Technologies Ltd. The transaction is being undertaken by way of a scheme of arrangement and amalgamation and is subject to approval from shareholders and creditors and various other statutory and regulatory authorities. Under the scheme, Geometric’s entire business will be transferred to HCL Tech by way of demerger, except for Geometric’s 58 percent share in 3DPLM Software Solutions Ltd, Geometric’s joint venture with Dassault Systemes. Simultaneously, Geometric will be merged into 3DPLM, thereby giving 100 percent ownership of 3DPLM to Dassault Systemes. In exchange for their ownership in Geometric, shareholders of Geometric shall receive shares in HCL Tech in a swap ratio of 10 equity shares of HCL Tech for every 43 equity shares of Geometric Ltd. Geometric shareholders will also receive one listed redeemable preference share in 3DPLM against every Geometric share. Partners Vikram Raghani, Gautam Gandotra and Anand Lakra, assisted by partners Farhad Sorabjee and Reeti Choudhary, led the transaction. Cyril Amarchand advised HCL Tech.

J Sagar Associates has also advised Dr GS K Velu in respect of the participation, along with Atlanta-based Source Capital, in a US$12 million funding and the handling of the Indian leg of the investment into Leixir Resources Private Ltd. Leixir Resources and its subsidiaries across the world offer services to dental labs and provides leading edge dental products. It provides both conventional and computer aided design/computer aided machine based dental restorations with a hub and spoke model. Partners Aarthi Sivanandh and Varun Sriram led the transaction. Desai & Diwanji Bombay advised the company and the promoters.

Khaitan & Co has advised TVS Credit Services Ltd in respect of the borrowing by way of a subordinate debt from Tata Capital Financial Services Ltd to augment the capital base-Tier II capital of TVS Credit, a part of the US$6 billion TVS Group and the retail financier for TVS Motor Company Ltd. The company is registered with the RBI as a non-deposit taking non-banking finance company. Associate partner Manisha Shroff led the transaction.

Khaitan & Co has also advised FabFurnish GmbH, Bluerock eServices Private Ltd and FabFurnish UG (Haftungsbeschränkt) & CO KG in respect of the acquisition by Future Retail Ltd of 100 percent of Bluerock eServices. Operated by Bluerock eServices, FabFurnish.com is India’s largest online home store featuring a range of tastefully-picked furniture, furnishings, decor and kitchenware from across the globe. FabFurnish.com offers an assortment of 80,000 products that define trends in home. Director Ketan Kothari led the transaction.

King & Wood Mallesons has represented the joint book-runners and joint lead managers in respect of Hong Kong Airlines Ltd’s further issue of US$120 million 6.9 percent guaranteed notes due 2019, which are consolidated and form a single series with Hong Kong Airlines’ US$180 million 6.9 percent guaranteed notes due 2019 issued on 20 January 2016. The notes are issued by Blue Sky Fliers Company Ltd, a wholly-owned subsidiary of Hong Kong Airlines, and are irrevocably and unconditionally guaranteed by Hong Kong Airlines International Holdings Ltd, HKA Group Company Ltd and Hong Kong Airlines. The notes were listed on the HKSE on 31 March 2016. Hong Kong Airlines is a Hong Kong-based full-service network carrier with a network covering 31 cities in Asia Pacific region. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction.

Latham & Watkins has represented a consortium of Indian state-owned oil and gas companies, namely Oil India Ltd (OIL), Indian Oil Corp Ltd (IOC) and Bharat PetroResources Ltd (BPRL), in respect of the acquisition of participatory shares of the charter capital of Taas-Yuryakh Neftegasodobycha (LLC TYNGD) from LLC RN Upstream (RN), a wholly-owned subsidiary of Rosneft Oil Company, the national oil company of Russia. The acquisition confirms the entry of the Indian companies’ consortium into the LLC TYNGD joint venture established by Rosneft and BP, as strategic investment in the development of Srednebotuobinskoye field, one of the largest oil and gas condensate fields in East Siberia, continues to gain momentum. Partners David Blumental (Hong Kong) and Mikhail Turetsky (Moscow), supported by partner Rajiv Gupta (Singapore), led the transaction.

Latham & Watkins is also advising Shandong Ruyi Technology Group in respect of the signing of an exclusivity agreement for the acquisition of a controlling stake in SMCP Group by Shandong Ruyi Group. The parties contemplate that SMCP’s founders and management would reinvest alongside Shandong Ruyi Group as minority shareholders, while leading global investment firm KKR would retain a minority interest in the group. JP Morgan acted as exclusive financial advisor to Shandong Ruyi Group and as sole underwriter of the associated debt transaction financing. Bank of America Merrill Lynch and UBS acted as financial advisors to SMCP and KKR. The transaction remains subject to works council consultation and customary regulatory approvals. Partners Pierre-Louis Cléro (Paris) and David Blumental (Hong Kong), assisted by partners Alexander Benedetti, Olivia Rauch-Ravisé, Lionel Dechmann, Thomas Margenet-Baudry and Frédéric Pradelles, are leading the transaction. Bredin Prat is advising KKR.

Luthra & Luthra Law Offices has acted for Wall Street Investments Ltd, represented by GMS group, in respect of its direct investment in Den Sports & Entertainment Ltd and an indirect investment in Den Soccer Private Ltd, a wholly-owned subsidiary of Den Sports, which owns the franchisee for the football team Delhi Dynamos Football Club in the Indian Super League (ISL). The transaction involved a total investment of INR43.32 crores (US$6.5m) in Den Sports. Post transaction, Wall Street holds 55 percent of the shareholding of Den Sports. The deal would enable Wall Street to tap the huge monetization potential ISL promises to offer. Partner Kanchan Sinha, assisted by partner Anshul Jain, led the transaction.

Maples and Calder has acted as BVI counsel to the special committee of Global-Tech Advanced Innovations Inc, a BVI company listed on NASDAQ, in respect of its going private transaction structured as a statutory merger, pursuant to which the buyer group, led by Global-Tech president and CEO Mr John Sham and certain of his controlled or affiliated entities, acquired all of the outstanding common shares and American Depositary Shares of Global-Tech that were not already beneficially owned by the buyer group for US$8.85 per common share. Global-Tech owns subsidiaries that develop, manufacture and market high-quality electronic components and other products for the communications industry in China. Partner Richard Spooner led the transaction whilst Cleary Gottlieb Steen & Hamilton, led by partners Shuang Zhao and Denise Shiu, acted as US counsel.

Maples and Calder has also acted as Cayman Islands counsel to the special committee of the Board of Directors of Homeinns Hotel Group, a Cayman Islands company listed on Nasdaq and a leading economy hotel chain in China, in respect of its take private transaction by a consortium comprised of BTG Hotels (Group) Co Ltd (a PRC joint stock company listed on the Shanghai Stock Exchange), Poly Victory Investments Ltd, Ctrip.com International Ltd and certain directors and officers of Homeinns. The transaction was valued at approximately US$1.2 billion and closed on 1 April 2016. Partners Greg Knowles and Richard Spooner led the transaction whilst Simpson Thacher & Bartlett, led by partner Katie Sudol, acted as US counsel. O’Melveny & Myers acted as US counsel to Homeinns.

Rajah & Tann Singapore has acted in respect of SGX-ST-listed QAF Ltd’s restructuring of Gardenia Bakeries (KL) Sdn Bhd, its partially-owned Malaysian subsidiary, with a deal value of S$43.5 million (US$32.3m). Gardenia KL manufactures and distributes bread and bakery products in West Malaysia under the “Gardenia” brand owned by QAF. The cross-border restructuring involved the disposal by the QAF group of part of its shareholding in Gardenia (KL) to Padiberas Nasional Sdn Bhd (BERNAS). Post-completion, Gardenia (KL) has become a 50/50 joint venture between QAF and BERNAS. Moreover, the transaction involved the proposed injection of land into Gardenia KL for a new manufacturing plant. The restructuring was undertaken due to Malaysian regulatory requirements and was subject to the approval of the Malaysian authorities. Partners Serene Yeo and Alison Foo led the transaction.

Rajah & Tann SIngapore has also advised SAC Capital Private Ltd, a local corporate finance boutique engaged in corporate finance and transactional advisory for IPOs and listed companies, as well as underwriting, share placement, fund raising and Catalist sponsorships, in respect of its acquisition of Canaccord Genuity Singapore Pte Ltd from Canaccord Genuity Group Inc. Canaccord Genuity Singapore is the Singapore arm of Canaccord Genuity Group, which is listed on Toronto and London Stock Exchanges and is a leading independent, full-service financial services firm with operations in two principal segments of the securities industry, namely wealth management and capital markets. Partner Danny Lim led the transaction.

Shardul Amarchand Mangaldas & Co is advising Blackstone and private equity funds managed by Blackstone in respect of the acquisition of a majority stake in Mphasis Ltd from Hewlett Packard Enterprise. NSE and BSE-listed Mphasis is a leading IT services provider offering applications, business process outsourcing and infrastructure services. The deal represents Blackstone’s largest acquisition in India. Under the Takeover Code in India, this transaction will trigger a mandatory open offer for a purchase of additional 26 percent shares of the company and the acquiring entity has released a public announcement to the stock exchanges in accordance with the provisions of the Takeover Code. The sale is expected to complete in the coming months, subject to approvals from the anti-trust authorities in India, Germany, Austria and the USA. Blackstone is currently in the process of launching the open offer under the Takeover Code. Based on the open offer subscription, the purchase price consideration will be approximately US$1.1 billion. General Corporate, M&A & PE national practice head Shuva Mandal, supported by partners Raghubir Menon, Abhishek Guha, Yogesh Chande and Shweta Shroff Chopra, is leading the transaction whilst Simpson Thacher & Bartlett is acting as international counsel. Platinum Partners and Freshfields are acting for Hewlett Packard.

Stephenson Harwood has advised Southwest Securities (HK) Capital Ltd and Southwest Securities (HK) Brokerage Ltd as the sole sponsor and sole global coordinator in respect of a HK$507 million (US$65.4m) spin-off and IPO listing of Get Nice Financial Group Ltd (GNFG) on the main board of the HKSE. Headquartered and based in Hong Kong, GNFG provides a wide range of financial services, including brokerage service, securities margin financing service and corporate finance advisory service. Based on the size of funds raised, the project is the largest for Hong Kong-based securities companies in the last three years. Managing partner Voon Keat Lai led the transaction.

Trilegal is advising Hungama Digital Media Entertainment Private Ltd in respect of Xiaomi Singapore Pte Ltd’s investment in Hungama. A leading manufacturer of smart devices (including smartphones) in Asia, Xiaomi will be integrating Hungama’s video on demand service with the Mi platform available on smartphones and televisions. Partners Sridhar Gorthi and Kunal Chandra are leading the transaction. Cyril Amarchand Mangaldas, led by partner Arun Prabhu, advised Xiaomi. Khaitan and Co acted for Bessemer Venture Partners Trust, one of Hungama’s existing shareholders.

Watson Farley & Williams has advised Credit Agricole Corporate and Investment Bank as agent in respect of the export credit agency backed US$216 million post-delivery financing to a subsidiary of BW Gas in relation to the state-of-the-art floating storage and regasification unit (FSRU) vessel BW Singapore, which has storage capacity in excess of 170,000 cubic metres and a peak regasification capacity of 750 million standard cubic feet per day. Based in Ain Sokhna Port in Egypt and currently employed by Egyptian Natural Gas Holding Company, the FSRU commenced operations in October 2015. Egyptian Natural Gas Holding Company is a government entity with the sole mandate to issue natural gas exploration, drilling and production (upstream), as well as processing, transmission, liquefaction and distribution of natural gas in Egypt. Shipping and Energy Finance head Madeline Leong led the transaction. Stephenson Harwood Singapore, led by Shipping and Offshore Finance head Gregg Johnston, advised BW Gas.

WongPartnership has acted as Singapore counsel to Berli Jucker Public Company Ltd (BJPCL) in respect of TCC Group’s US$3.5 billion acquisition of Big C Supercenter Public Company Ltd, a hypermarket operator in Thailand with the majority stake owned by the Casino Group, through BJPCL. Managing partner Ng Wai King and partners Annabelle Yip, Audrey Chng and Tan Shao Tong led the transaction.