Deals – August 12, 2015

Allen & Gledhill has also advised SingHaiyi Group Ltd in respect of the joint venture between Phoenix 99 Pte Ltd, a wholly-owned subsidiary of SingHaiyi, Haiyi Holdings Pte Ltd and Suntec (PM) Pte Ltd to form Park Mall Investment Ltd, the JV company. The JV was established to acquire a retail mall known as Park Mall in Singapore for redevelopment. The JV partners, through Park Mall Pte Ltd, a wholly-owned subsidiary of Park Mall Investment, acquired Park Mall for S$411.8 million (US$294.5m). Partners Margaret Soh and Lee Kee Yeng led the transaction.

AZB & Partners has advised Axis Capital Ltd, Credit Suisse Securities (India) Private Ltd and Jefferies India Private Ltd as the underwriters in respect of Syngene International Ltd’s IPO. The offering was structured as an offer for sale of equity shares of Syngene by its promoter, Biocon Ltd. The issue will constitute 10 percent of the fully diluted post issue paid-up equity share capital of Syngene. Partner Srinath Dasari led the transaction which was valued at approximately INR5.5 billion (US$85.6m).

AZB & Partners is also advising Asian Development Bank, Standard Chartered Real Estate Investment (Singapore) III Private Ltd, Standard Chartered Real Estate Investment (Singapore) II Private Ltd and International Finance Corp in respect of an agreement to acquire equity shares and compulsorily convertible debentures of Drashti Developers Private Ltd, a subsidiary of Shapoorji Data Processing Private Ltd (SDPPL) which is in turn a wholly-owned subsidiary of Shpoorji Pallonji and Company Private Ltd. Drashti Developers will be Shapoorji Pallonji Group’s sole and exclusive urban affordable housing development entity. Partner Sai Krishna Bharathan is leading the transaction which is valued at approximately INR12.8 billion (US$199m) and is yet to be completed.

Baker & McKenzie has advised Sephora in respect of its acquisition of beauty e-commerce site Luxola Pte Ltd, a deal which further expands the former’s presence in Southeast Asia and beyond. Sephora is a subsidiary of French luxury group LVMH-Moët Hennessy Louis Vuitton. Singapore-based Luxola is an online beauty retailer that offers a wide range of cosmetics and skincare products across Southeast Asia. Gerald Heng, working with member firms in Southeast Asia, led the transaction which is believed to be one of Singapore’s biggest internet startup acquisitions this year.

Cadwalader, Wickersham & Taft has advised specialized Greater China TMT-focused investment fund All-Stars Investment Ltd as the lead investor in respect of the US$300 million Series D financing of Tujia.com International, with other co-investors in the transaction, including Ctrip.com and The Ascott Ltd. This deal makes Tujia one of the latest additions to a list of “unicorn” tech start-ups from China that are valued at over US$1 billion. Unicorn companies were so-named a few years ago because it was very rare for tech startups in private hands to be worth as much as US$1 billion. Partner Rocky T Lee led the transaction.

Clayton Utz is advising sovereign wealth fund China Investment Corp in respect of its landmark $A2.45 billion (US$1.8b) acquisition of the Investa Property Trust premium office tower portfolio. Corporate partners David Wilkie and Kylie de Oliveira are leading the transaction which is considered as the largest ever direct investment in Australian commercial real estate.

Clifford Chance has advised Metro Group, a Düsseldorf-based global retailing company, in respect of its acquisition of the Classic Fine Foods Group from private equity firm EQT. The transaction covers the operations and all fixed assets of Classic Fine Foods for an enterprise value of US$290 million plus an earn-out of up to US$38 million, depending on the company’s financial performance in 2015 to 2017. Classic Fine Foods is a leading premium food service distribution player headquartered in Singapore, serving high-end hotels and restaurants in Asian mega cities and the Middle East. Its geographical footprint covers 25 cities across 14 countries. Singapore partner Lee Taylor, assisted by Singapore partner Andrew Brereton, led the transaction.

Clifford Chance has also advised the underwriters in respect of China Railway Signal & Communication Corp Ltd’s US$1.4 billion IPO, the fourth largest IPO in Hong Kong this year. The underwriters were Citigroup, Morgan Stanley, UBS Securities, Macquarie Capital, BOC International, Goldman Sachs, China Merchants Securities, CMB International and Haitong Securities. Partners Tim Wang, Virginia Lee and US securities partner Jean Thio led the transaction.

Colin Ng & Partners has advised TA Activity Pte Ltd (TAA) in respect of the sale of its equity and debt investments in Luxola Pte Ltd to Sephora. Luxola is the holding company for a group operating an on-line beauty products store in markets in SE Asia. Sephora is a subsidiary of the French luxury group LVMH-Moët Hennessy Louis Vuitton headquartered in Paris. TAA is a Singapore investment vehicle belonging to Toivo Annus, a founder of Skype, that invests in b2c retailers and drone ecosystem companies. Funds and financial services partner Bill Jamieson led the transaction.

Cyril Amarchand Mangaldas has advised KKR Jupiter Investors Pte Ltd, a part of the KKR Special Situations Fund II, in respect of its US$150 million investment in JBF Group. This is KKR’s first investment in India from their new Special Situations Fund. JBF Group manufactures polyester value-chain products ranging from polyester chips, polyester yarn and films which are used in the fast-moving consumer goods, textile and packaging industries. A leading global player in the polyester segment, JBF Group has six manufacturing facilities across India, Bahrain, Belgium and the UAE. Mumbai managing partner Cyril Shroff, Mumbai corporate partner Ravi Kumar and Bangalore corporate partner Nivedita Rao, assisted by former SEBI executive director and of counsel Usha Narayan and partner Nisha Kaur Uberoi, led the transaction whilst the international counsels were Davis Polk & Wardwell and Wong Partnership. The deal was signed last month and should close by 30 September 2015.

Cyril Amarchand Mangaldas has also advised Prudential Financial Inc and its affiliates (Pramerica Asset Managers Private Ltd-India, Pramerica Trustees Private Ltd-India and PGLH of Delaware Inc-USA) in respect of their acquisition of Deutsche Bank’s asset management business in India (mutual fund and portfolio management). The transaction involves transfer of all the schemes of Deutsche Mutual Fund, various portfolio management accounts managed by Deutsche AMC and employees of the Deutsche AMC, subject to approval of SEBI and CCI. The deal was signed on 7 August 2015. Mumbai corporate partners Ashwath Rau and Shishir Vayttaden, supported by Mumbai competition law partner Nisha Kaur Uberoi, Bangalore partner Rashmi Pradeep and New Delhi partners SR Patnaik and Ranjan Negi, led the transaction whilst Debevoise & Plimpton London acted as international counsel.

Deacons has advised Ausnutria Dairy Corp Ltd in respect of the mandatory conditional general cash offer for the shares of Ausnutria Dairy Corp at a total value of approximately HK$765 million (US$98.6m). The offer announcement was published on 10 June 2015 whilst the composite document was issued on 2 July 2015. Partner Ronny Chow led the transaction.

Herbert Smith Freehills has advised Japanese automotive group Gulliver International Co Ltd in respect of its A$120 million (US$88.5m) acquisition of a majority shareholding in the DVG Automotive Group, Western Australia’s second largest automotive dealership group. Partners Damien Roberts (Tokyo) and Ian Williams (Australia), assisted by partner Simon Reed (Perth), led the transaction.

J Sagar Associates has advised Atos India Private Ltd in respect of its approximately US$1.05 billion acquisition, subject to closing adjustments, of the entire issued capital of XBS IT Services Private Ltd. The acquisition was part of a large global transaction whereby Atos acquired Xerox’s ITO business involving approximately 9,800 ITO employees in 45 countries, with 4,500 in the US and more than 3,800 in global delivery countries, including India. Partner Vivek K Chandy led the transaction whilst Baker & Mckenzie, led by partner Alain Sauty de Chalon, also advised on the deal.

J Sagar Associates has also advised Viacom Inc in respect of the INR9.4 billion (US$147.4m) purchase of 50 percent equity shares of Prism TV Private Ltd by its subsidiary Nickelodeon Asia Holdings Pte Ltd. The shares of Prism TV were purchased from Shinano Retail Private Ltd, wholly-owned by Reliance Industrial Investments and Holdings Ltd, a wholly-owned subsidiary of Reliance Industries Ltd. Prism TV owns and operates regional entertainment channels in India, including ETV Marathi, ETV Kannada, ETV Bangla, ETV Oriya and ETV Gujarati, all of which were recently rebranded under the ‘COLORS’ umbrella. With the acquisition, Viacom will hold 50 percent of Prism TV whilst the remaining 50 percent interest will continue to be owned by the Network18 Group. Viacom and the Network18 Group already have an existing joint venture formed in 2007, Viacom 18 Media Private Ltd, which operates leading channels, including MTV, Nickelodeon, Comedy Central and COLORS. The firm also advised Viacom in the formation of the JV. Partner Akshay Nagpal, supported by partners Dhirendra Negi and Amitabh Kumar and Chairman & Founder Jyoti Sagar, led the transaction. AZB Partners, led by partner Shuva Mandal, represented Shinano and Reliance Industries.

Khaitan & Co has advised Shinano Retail Private Ltd in respect of the approximately US$28.6 million offer for sale of approximately 32.4 million equity shares representing 3.1 percent of paid up equity capital of Network 18 Media & Investment Ltd by Shinano Retail Private Ltd. Shinano Retail is part of the promoter and promoter group of Network 18. Executive Director Sudhir Bassi and associate partner Madhur Kohli led the transaction.

Khaitan & Co has also advised TATRAVAGÓNKA a.s. in respect of its acquisition of up to 50 percent of Jupiter Wagons Ltd and up to 50 percent of Jupiter Alloys and Steel (India) Ltd through a combination of subscription to equity shares and purchase from their respective existing shareholders. Tatravagónka is focused on the manufacture of railway wagons. Associate partner Kartick Maheshwari, assisted by associate partner Yigal Gabriel, led the transaction.

Kirkland & Ellis has represented China Railway Signal & Communications Corp Ltd, the world’s largest provider of rail transportation control systems, in respect of its US$1.42 billion IPO, before the exercise of the over-allotment option, on the HKSE. The listing, which took place on 7 August 2015, is one of the largest IPOs on the HKSE this year. Citigroup, Morgan Stanley and UBS Securities are joint sponsors and joint book-runners on the IPO, with Macquarie Capital, BOC International, Goldman Sachs, China Merchants Securities, CMB International and Haitong Securities as the other joint book-runners. This is the largest HKSE listing by a Chinese state-owned enterprise since Sinopec Engineering Group’s US$1.78 billion IPO and listing on the HKSE in 2013, in which the firm advised the joint global coordinators and joint book-runners. Hong Kong corporate partners Dominic Tsun, David Zhang, Li-Chien Wong, Stephanie Lau and Shawn Tai and Beijing corporate partner Steve Lin led the transaction.

Luthra & Luthra Law Offices has acted as Indian counsel to the joint lead managers, i.e. Barclays Bank Plc, Citigroup Global Markets Inc, Emirates NBD PJSC, Merrill Lynch International and SBICAP (Singapore) Ltd, in respect of the issuance of unsecured senior notes by Adani Ports and Special Economic Zone Ltd (APSEZ) and listing of notes on the SGX-ST. The issuance of unsecured senior notes aggregating US$650 million by APSEZ was its inaugural US$ bond offering and was the first investment grade issuance and the largest US$ bond offering by an infrastructure company in India. Partners Manan Lahoty and Bikash Jhawar led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to China Merchants Finance Company Ltd in respect of its issue of US$200 million 3.5 percent guaranteed notes due 2020 and US$500 million 4.75 percent guaranteed notes due 2025. The notes are unconditionally and irrevocably guaranteed by China Merchants Holdings (International) Company Ltd, a leading ports operator with growing international presence and a geographically diversified portfolio with considerable market share in major ports in the PRC. The notes are listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as English and Hong Kong counsel to the issuer and the guarantor. Clifford Chance acted as English counsel to the joint lead managers, comprised of Merrill Lynch International, China Merchants Securities (HK) Co Ltd, Deutsche Bank AG Singapore Branch, DBS Bank Ltd Mizuho Securities Asia Ltd, United Overseas Bank Ltd, Industrial and Commercial Bank of China (Asia) Ltd, ING Bank NV Singapore Branch, Mitsubishi UFJ Securities International plc and Natixis.

Maples and Calder has also acted as Cayman Islands counsel to Tingyi (Cayman Islands) Holding Corp in respect of its issue of CNY1 billion 4.375 percent notes due 2018. The notes are listed on the SGX-ST. Tingyi is a leading producer and distributor in the food and beverage sector in the PRC and is best known for the “Master Kong” instant noodle brand. Its main products are beverages and instant foods, such as egg rolls, sandwich crackers and muffins. Deutsche Bank AG Singapore Branch and Nomura International plc were the joint lead managers whilst DB Trustees (Hong Kong) Ltd acted as trustee. Partner Jenny Nip led the transaction whilst Sidley Austin acted as English and Hong Kong counsel and King & Wood Mallesons acted as PRC counsel. Linklaters acted as English counsel to the managers and the trustee whilst Jingtian & Gongcheng acted as PRC counsel.

Morgan Lewis Stamford has acted as Singapore counsel to Global Mobility Holding, a joint venture of Volkswagen and Fleet Investments, in respect of its proposed €3.7 billion (US$4b) sale of LeasePlan Corp, the global leader in fleet management and driver mobility, to a consortium comprising of Dutch pension fund service provider PGGM, Denmark’s largest pension fund ATP, Singapore sovereign wealth fund GIC, a wholly-owned subsidiary of the Abu Dhabi Investment Authority, the Merchant Banking Division of Goldman Sachs and investment funds managed by TDR Capital. Global Mobility reached an agreement with the consortium on 23 July 2015 for the sale of 100 percent of LeasePlan, subject to approval by relevant regulatory and anti-trust authorities, including the European Central Bank in consultation with the Dutch Central Bank. Closing is expected to take place by the end of 2015, subject to obtaining necessary approvals. The consortium brings financial services sector experience, additional strategic experience as well as a strong track record of successful long-term investing. LeasePlan will continue its drive for the delivery of high quality fleet management and driver mobility services for its clients. Singapore partner Elizabeth Kong led the transaction.

Norton Rose Fulbright has advised the Sydney branch of Royal Bank of Canada (RBC) in respect of its five-year A$1.1 billion (US$805m) fixed and floating notes under its Australian Debt Issuance Programme. The notes form part of RBC’s US$40 billion global programme for the issuance of securities. They are settled in Australia’s domestic clearing system, Austraclear, and indirectly in Euroclear and Clearstream. RBC has now issued a total of A$2.3 billion (US$1.7b) fixed and floating notes this year, making it the biggest issuer in the Kangaroo market so far this year. Sydney partner Tessa Hoser and London partner Peter Noble led the transaction.

Shearman & Sterling is serving as US counsel to the special committee of the board of directors of China Nepstar Chain Drugstore Ltd (Nepstar) in respect of the review and evaluation of the previously announced preliminary non-binding “going private” proposal letter that its board of directors received on 6 July 2015. NYSE-listed Nepstar is a leading retail drugstore chain in China based on the number of directly operated stores. Hong Kong partner Stephanie Tang is leading the transaction.

Weerawong C&P has represented Bangkok Ranch Public Co Ltd in respect of its offering of 228 million new shares valued at β2 billion (US$56.5m) on the Stock Exchange of Thailand (SET). The firm also advised Bangkok Ranch shareholders on the sale of their shares to private placement, institutional and major retail investors in relation to corporate approval and compliance with securities and exchange regulations. The Siam Commercial Bank Public Co Ltd was the financial advisor whilst SCB Securities and Bualuang Securities were the lead underwriters. The first day of trading on the SET was on 15 July 2015. Bangkok Ranch is the largest fully integrated duck meat producer in Thailand and the Netherlands, holding the majority of market-share. Proceeds of the IPO will fund the expansion of its slaughterhouse, processing plant and commercial farm capacity in Thailand as well as plans for business expansion in the region. Partner Pakdee Paknara led the transaction.

Weil, Gotshal & Manges is acting as US counsel for the Special Committee of the Board of Directors of Xueda Education Group in respect of its going private transaction. Xueda, a leading national provider of personalized tutoring services for primary and secondary school students in China, announced on 27 July 2015 that it has entered into a definitive agreement and plan of merger with Shenzhen-listed Xiamen Insight Investment Co Ltd pursuant to which Xiamen Insight will acquire Xueda for US$2.75 in cash per ordinary share or US$5.50 in cash per American Depositary Share (ADS) of the company. Immediately following completion of the transaction, Xiamen Insight will own all of the shares of the company. Certain founders of the company, consisting of CEO Xin Jin, the CEO, chairman of the board of directors Rubin Li and Jinbo Yao, affiliated entities through which the founders beneficially own their shares. Xiamen Insight has entered into a support agreement pursuant to which each founder has agreed, among other things, to vote all of their beneficially owned shares in favor of the authorization and approval of the merger agreement and the transaction. The founders currently beneficially own approximately 58.4 percent of Xueda’s outstanding shares, excluding options and restricted share units. The Board approved the merger agreement and the transaction and recommended that the company’s shareholders vote to authorize and approve the same. The Independent Committee, composed solely of independent and disinterested directors, negotiated the terms of the agreement. If completed, the transaction will result in Xueda becoming a privately-held company and its ADSs will no longer be listed on the NYSE. The transaction, which is currently expected to close in the fourth quarter of 2015, is subject to various closing conditions. Asia private equity partner Tim Gardner is leading the transaction whilst Maples & Calder is serving as Cayman Islands advisor. Simpson Thacher & Bartlett is serving as US advisor to Xueda whilst Walkers and Commerce & Finance Law Offices are serving as Cayman Islands and PRC counsels, respectively. Kirkland & Ellis is serving as US advisor to the founders whilst Han Kun Law Firm is serving as PRC advisor. Morrison & Foerster is serving as US advisor to Xiamen Insight whilst Zhong Lun Law Firm and Travers Thorp Alberga are serving as PRC and Cayman Islands advisors, respectively.

WongPartnership is acting for Broadcom Corp in respect of its proposed acquisition by Avago Technologies Ltd for US$37 billion. Joint managing partner Ng Wai King and partners Quak Fi Ling, Jason Chua, Bonnie Wong and Tan Shao Tong are leading the transaction.

WongPartnership has also acted for Standard Chartered Bank, as mandated lead arranger, and the syndicate of lenders in respect of the offshore syndicated financing exercise of S$80 million (US$57.7m) relating to the onshore financing secured against retail units of Yingli International Plaza and the office units of Yingli International Financial Centre. Partners Christy Lim and Tan Li Wen led the transaction.