Deals – April 27, 2016

AZB & Partners is advising Janalakshmi Financial Services Ltd (JFS) in respect of the acquisition by QRG Enterprises Ltd, Vallabh Bhanshali HUF and individual special purpose vehicles managed by Morgan Stanley, TPG and GIC of approximately 20 percent equity stake of JFS. Partners Srinath Dasari and Nanditha Gopal are leading the transaction which is valued at approximately INR13.65 billion (US$204.7m) and is yet to be completed.

AZB & Partners has also advised Fairfax Holdings Ltd, through its wholly-owned subsidiary, in respect of its acquisition of five percent equity of Bangalore International Airport Ltd from Zurich Airport (Flughafen Zürich AG). Partners Ashwin Ramanathan and Rishi Gautam led the transaction which was valued at approximately INR3.2 billion (US$48m).

Bird & Bird has acted as both Hong Kong and Singapore counsel to Weiye Holdings Ltd, a property developer listed on the Main Board of the SGX-ST, in respect of its dual primary listing by way of an introduction on the Main Board of the HKSE. Partners Wingon Chui (China & Hong Kong) and Marcus Chow (Singapore) led the transaction.

Clayton Utz has advised cloud-based tech provider Wisetech Global as issuer and seller in respect of its landmark IPO and listing on the ASX on 11 April 2016, giving the company an indicative market capitalisation of A$973.6 million (US$751.3m). Partner Stuart Byrne, supported by partner Jonathan Algar, led the transaction whilst Skadden acted as US counsel. Gilbert + Tobin and Sidley Austin advised Credit Suisse and Morgan Stanley as the joint lead managers.

Clayton Utz is also acting for Morgans Corporate Ltd and Canaccord Genuity (Australia) Ltd as joint lead managers in respect of the IPO and listing of online creative marketplace Redbubble on the ASX. Shares will be offered at A$1.33 (US$1.03) to raise an initial A$30 million (US$23m) to fund Redbubble’s growth strategy and provide returns to early-stage investors. Redbubble is expected to list on the ASX on 17 May 2016 with a market capitalisation of A$267 million (US$206m). Corporate partner Brendan Groves is leading the transaction.

Conyers Dill & Pearman has acted as Cayman counsel to Mr Yu Dong, founder, Chairman and CEO of the company, Sequoia Capital China I LP and Fosun International Ltd in respect of its US$1 billion merger with Bona Film Group, a leading movie producer and distributor in China, by way of a “going private” transaction. Hong Kong partner and co-chair David Lamb and partner Anna Chong led the transaction, working alongside Kirkland & Ellis.

Davis Polk is advising the special committee of the board of directors of E-House (China) Holdings Ltd in respect of the going-private acquisition of E-House for US$6.85 per ordinary share or American depositary share by a consortium consisting of E-House co-chairman and CEO Xin Zhou, Director Neil Nanpeng Shen, and SINA Corp. Headquartered in Shanghai, China, NYSE-listed E-House is China’s leading real estate services company with a nationwide network covering more than 260 cities. Hong Kong partner Miranda So is leading the transaction which is subject to customary closing conditions, including approval by E-House’s shareholders, and is expected to close in the second half of 2016.

Davis Polk has also advised the sole book-runner in respect of the Regulation S only offering by China Energy Reserve and Chemicals Group Holding Ltd of its US$400 million 5.55 percent bonds due 2021, which are unconditionally and irrevocably guaranteed by China Energy Reserve and Chemicals Group Company Ltd. China Energy Reserve is a PRC state-controlled oil and gas trading, logistics and distribution and supply services provider. Its largest beneficial shareholders include CNPC, Beijing Municipal Commission of Commerce and China Economic Cooperation Center. China Energy Reserve is headquartered in Beijing, with strategic business operations in over 20 provinces, autonomous regions and direct-controlled municipalities across China. Partners Eugene C Gregor, Paul Chow and Antony Dapiran led the transaction.

Hogan Lovells Ulaanbaatar office has advised the Government of Mongolia on Mongolian law aspects in respect of the issuance of US$500 million sovereign bonds under its US$5 billion global medium term note program, the Government’s first offering since 2012. The issuance closed on 6 April 2016. The notes are due in 2021 and carry a coupon of 10.875 percent. The joint lead managers were Credit Suisse, Deutsche Bank, ING and JP Morgan and local banks TDB Capital and Golomt Bank. The Government plans to use the funds raised for infrastructure and other projects. Ulaanbaatar partner Chris Melville and debt capital market partners Sina Hekmat (New York) and Andrew Carey (London) led the transaction whilst Mayer Brown JSM acted as international counsel. Allen & Overy and GTs Advocates advised the joint lead managers as international and Mongolian counsel, respectively.

Howse Williams Bowers has advised Altus Capital Ltd as the sponsor and Upbest Securities Company Ltd and Altus Investments Ltd as the underwriters in respect of the listing by way of placing of A.Plus Group Holdings Ltd on the Growth Enterprise Market of the HKSE. The shares commenced trading on 19 April 2016. A.Plus Group and its subsidiaries are a Hong Kong-based financial printing service provider in relation to financial reports, announcements, shareholder circulars, debt offering circulars, IPO prospectuses and fund documents. It is the third financial printing service provider to have listed on the HKSE so far. Partner Chia Ching Tan led the transaction.

J Sagar Associates has advised Standard Chartered Private Equity in respect of a framework arrangement with Tata Realty and Infrastructure Ltd (TRIL). Under the arrangement, both parties will pursue opportunities for acquiring / investing in real estate commercial assets in certain agreed territories in India. The estimated size of the investments under this commercial property platform are likely to be INR32 billion (US$479.8m), of which Standard Chartered will acquire a significant minority. Partner Aashit Shah led the transaction. TRIL was advised by Cyril Amarchand Mangaldas.

J Sagar Associates has also advised Standard Chartered Principal Finance in respect of its investment in Albrecht Builder Private Ltd. Standard Chartered acquired a significant minority (equity and non-convertible debentures) from Tata Realty and Infrastructure Ltd (TRIL). This is the first investment by Standard Chartered under the commercial property platform that it has set up with TRIL. Partner Aashit Shah also led the transaction. TRIL was also advised by Cyril Amarchand Mangaldas.

Khaitan & Co has advised Seaways Shipping and Logistics Ltd in respect of its proposed IPO of equity shares comprising of a fresh issue of up to INR800 million (US$12m) and an offer for sale of up to approximately 6.44 million equity shares by Parvataneni Vivek Anand, Parvataneni Sudha Mohan, Parvataneni Prasanthi, Parvathaneni Vishwa Ratan, Parvathaneni Divya, Ratakondla Ramesh and IDFC Private Equity Fund II. Seaways Group is one of the largest integrated logistics service and solutions providers in India offering complete range of logistics services across the globe The Group has a wide network of transportation and distribution and provides logistics services across 130 countries. Executive Director Sudhir Bassi and partner Abhimanyu Bhattacharya led the transaction.

Khaitan & Co has also advised Cipla Ltd in respect of the investment by FIL Capital Investments (Mauritius) II Ltd in Cipla subsidiary Cipla Health Ltd. Cipla is one of the top pharmaceutical companies in India. Partners Haigreve Khaitan, Bhavik Narsana and Kartick Maheshwari and associate partner Sameer Sah, supported by partners Adheesh Nargolkar, Sharad Vaid and Avaantika Kakkar and associate partner Atul Pandey, led the transaction.

Norton Rose Fulbright has advised Lianhua Supermarket Holdings Co Ltd in respect of the RMB998 million (US$153.7m) acquisition of a 75 percent equity interest in Yiwu City Life Supermarket Co Ltd and the entire equity interest in Hualian Group Jimaisheng Shopping Centre Company Ltd from Bailian Group Co Ltd, a controlling shareholder of Lianhua Supermarket. Lianhua Supermarket is principally engaged in retail and the operation of hypermarkets, supermarkets and convenience stores in China. It was one of the first Chinese retail chain operators to be listed on the HKSE. Yiwu City Life develops and operates a mega hypermarket in Yiwu City in China. Jimaisheng operates large chain hypermarkets in Shanghai. As part of the consideration, Lianhua Supermarket will transfer the entire equity interest of Lianhua Logistics Company Ltd, a company principally engaged in the purchase and distribution businesses, to Bailian Group. The acquisition constitutes a major transaction and a connected transaction under the HKSE Listing Rules. Hong Kong partner Psyche Tai led the transaction which is expected to be completed in the second half of 2016.

Rodyk has advised Maybank in respect of the restructuring of existing conventional corporate loans. A first-of-its-kind Islamic financing, the deal involves restructuring / converting the existing conventional loans granted by the bank into Shariah compliant financing facilities. The facilities granted were primarily to finance the bank’s working capital in the management of a business hotel in Clarke Quay, Singapore.

Skadden is representing global alternative investments firm XIO Group in respect of a definitive agreement to acquire JD Power from McGraw Hill Financial Inc for US$1.1 billion. Upon closing, XIO Group will support JD Power’s existing management team and employees in expanding the company’s market share, particularly in fast-growing Asian markets. Headquartered in Costa Mesa, California, JD Power is a world leader in consumer data and analytics that has been representing the voice of the consumer across industries since 1968. With 16 offices globally, JD Power’s more than 800 professionals provide transaction analytics and consumer insights for its blue-chip customer base. The transaction is XIO Group’s first acquisition of a company headquartered in the US, following previous acquisitions of industry-leading companies in Germany and Israel in 2015. M&A partner Michael Gisser (Hong Kong), corporate partner David Eisman (Los Angeles) and banking partner K Kristine Dunn (Los Angeles) are leading the transaction which was announced on 15 April 2016 and is expected to close in the third quarter of 2016, subject to customary closing conditions.

Skadden is also advising Apex Technology Co Ltd, a Chinese technology company listed on the Shenzhen Stock Exchange, in respect of its acquisition of NYSE-listed Lexmark International Inc, a global leader in imaging and output solutions, for US$40.50 per share, with an enterprise value of US$4 billion. Apex led a consortium consisting of Apex, PAG Asia Capital (the private equity buyout arm of PAG, one of Asia’s largest private equity firms), and Legend Capital Management Co Ltd (Lenovo’s private equity arm). The deal was announced on 19 April 2016 and is subject to CFIUS and antitrust clearance in multiple jurisdictions.

Tay & Partners has represented Megasteel Sdn Bhd in respect of Malaysia’s first abuse of dominance and margin squeeze case. The firm successfully defended Megasteel against a proposed infringement decision issued by Malaysia Competition Commission alleging abuse of dominant position in Malaysia. The financial penalty of MYR4.5 million (US$1.14m) was set aside. Founder and managing partner Tay Beng Chai and partners Leonard Yeoh and Wong Weng Yew led the transaction.

Watson Farley & Williams has advised CSSC (HK) Shipping Co Ltd (CSSCL) in respect of a US$245 million ten-year club senior secured loan for the construction of six Newcastlemax bulk carriers. Led by Standard Chartered Bank and Bank of America, who were joined by Société Générale, the facility was provided to CSSCL, the ship owning and leasing arm of China State Shipbuilding Corp (CSSC) which was formed in June 2012. This transaction is the first international syndicated financing for the CSSC Group, a leading shipbuilder in China controlling a number of the largest shipbuilders in the world and owned by the state-owned Assets Supervision and Administration Commission of the State Council. Hong Kong partner Christoforos Bisbikos led the transaction.

Weerawong C&P has represented Kobelco Millcon Steel Company Ltd, a joint venture company formed by Thailand’s listed Millcon Steel Public Company Ltd and Japan’s Kobe Steel Ltd, in respect of the financing for the β3.96 billion (US$112.9m) facility agreement provided by Bangkok Bank Public Company Ltd and Mizuho Bank Ltd Bangkok Branch. The financing is to be used as the company’s investment and working capital, since the company is to produce special-graded steel to serve an expected rising demand from the Thai automotive industry. Partner Passawan Navanithikul led the transaction.

Weerawong C&P has also represented The Siam Commercial Bank Public Company Ltd, a leading commercial bank in Thailand, in respect of the β18 billion (US$513m) financing to Asset World Company Ltd for providing intercompany loans to its subsidiaries to finance prepayment obligations under the existing intercompany loan and existing loans with the bank and for investment in the capital expenditure of its projects. Partner Passawan Navanithikul also led the transaction.

Zul Rafique & Partners has advised the mandated lead arrangers and the financiers, comprising Affin Islamic Bank Berhad, AmBank Islamic Berhad, RHB Islamic Bank Berhad, Bank Pembangunan Malaysia Berhad and Kuwait Finance House (M) Berhad, in respect of the syndicated Islamic financing facilities of up to MYR500 million (US$128m) granted to UDA Holdings Berhad to part finance the construction of eight of its projects in the central region as well as the northern and southern regions of Peninsular Malaysia to be developed by the subsidiaries of UDA Holdings Berhad. The facilities are granted under the Shariah principle of Commodity Murabahah via a Tawarruq arrangement and is the first syndicated facilities secured by UDA Holdings in the market to finance its projects. Partner Ashela Ramaya led the transaction.

Zul Rafique & Partners has also advised MSM Malaysia Holdings Berhad in respect of its syndicated Islamic facilities granted by CIMB Islamic Bank Berhad and HSBC Amanah Malaysia Berhad to finance the construction of a sugar refinery in Tanjung Langsat, Johor (which is the largest integrated sugar refinery in Malaysia) undertaken by MSM Malaysia Holdings Berhad’s subsidiary, MSM Sugar Refinery (Johor) Sdn Bhd. Partner Celine Rangithan led the transaction.