Allen & Gledhill has advised STT GDC on the issue of S$400 million (US$291.5m) 3.13 percent notes due 2028, under its S$1.5 billion (US$1.1b) multicurrency debt issuance programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners is advising AIA Company, a Category – I foreign portfolio investor, on its Rs4.1 billion (US$55m) acquisition of a minority equity stake in IndusInd Bank. Partners Ashwath Rau and Kashish Bhatia are leading the firm’s team in the transaction, which was signed on July 28, 2020 and is yet to be completed.
AZB & Partners is also advising Micro Labs on the sale to Advent International, a global private equity firm engaged in buy-outs and growth equity investments, of the more than 51 percent controlling stake held by Micro Labs in RA Chem Pharma, a leading API and formulations manufacturer, with various US FDA-approved manufacturing units. Partners Shameek Chaudhuri and Rinki Ganguli are leading the firm’s team in the transaction, which was signed on July 25, 2020 and is yet to be completed. Khaitan & Co, led by partners Aakash Choubey and Aashutosh Sampat, is representing Advent International.
Baker McKenzie has advised Reliance Bangladesh LNG & Power Company on the development and financing of the Meghnaghat II gas-fired power project in Bangladesh, particularly on the Power Purchase Agreement with the Bangladesh Power Development Board, the Implementation Agreement with the Government of Bangladesh/Power Grid Company of Bangladesh, the Gas Supply Agreement with Titas Gas Transmission & Distribution Company, and the Engineering, Procurement and Construction Contract with Samsung C&T Corporation of Korea. The firm also advised on the major parts and maintenance agreements with General Electric and the approximately US$640 million project financing provided by Japan Bank for International Cooperation, Asian Development Bank and commercial lenders, Mizuho, MUFG, SMBC and Societe Generale, lending through a Nippon Export and Investment Insurance-covered facility. Asia Pacific head of projects principal Martin David, supported by principal Kim Hock Ang, led the firm’s team in the transaction.
Baker McKenzie has also advised 3SBio, a leading Chinese biotechnology company listed in Hong Kong, on the spin-off application of its subsidiary, Sunshine Guojian Pharmaceutical Shanghai, for its proposed listing in the STAR market in Shanghai. Sunshine Guojian’s spin-off listing on the STAR market and the offering of its securities have been completed. The company’s shares commenced trading on July 22, 2020. The STAR market is a new trading platform that was launched in July 2019 for the listing and trading of securities of science and technology companies in China. Since its launch, the STAR market has attracted many Chinese technology companies to list their shares. Partner Ivy Wong, head of the Asia Pacific capital markets practice, led the firm’s team in the transaction.
Clifford Chance is advising Shanghai and Frankfurt-listed Haier Smart Home (HSH), a global leader in home appliances and smart home solutions and a pioneer in smart home living, on the proposed privatisation of its Hong Kong-listed subsidiary Haier Electronics Group (HEG). The privatisation will be effected by a scheme of arrangement, under which new H shares of HSH will be offered in exchange for the shares held by HEG shareholders. A novel element of the transaction will involve HEG making a cash payment of up to US$446 million to the scheme shareholders, when the scheme of arrangement becomes effective. The privatisation proposal is one of the largest for a Hong Kong-listed company this year, valuing HEG at approximately US$11.4 billion. In conjunction with the proposed privatisation, an application will be made to list the enlarged HSH in Hong Kong. The deal also involves a proposed restructuring of some listed exchangeable bonds issued by a member of HSH. New convertible bonds will be issued to replace the exchangeable bonds. China co-managing partner Tim Wang, supported by partners Amy Lo, Frank Yuen, Jean Thio, Xiang Tianning, Connie Heng, David Tsai, Mark Chan, Markus Stephanblome, Philipp Klöckner and Rocky Mui, is leading the firm’s team in the transaction.
CNPLaw has advised Singapore-listed Axington on a mandatory unconditional cash offer made by DBS Bank, for and on behalf of DORR Global Healthcare International, for all the issued and paid-up ordinary shares in Axington’s capital, other than those already owned, controlled or agreed to be acquired by DORR and parties acting in concert with it, at S$0.208 (US$0.15) per share. At the close of the offer on July 13, 2020, the total percentage of shares held by the DORR, together with valid acceptances of the offer, amounted to approximately 92.53 percent of Axington’s shares. Partners Tan Min-Li and Bill Jamieson led the firm’s team in the transaction.
Davis Polk has advised the sole placement agent on the placement of 56.2 million new shares and 36.8 million existing shares in Innovent Biologics for approximately HK$4.65 billion (US$600m). The firm also advised the underwriters on the company’s HK$3.15 billion (US$406m) IPO in October 2018, the placement agents on its HK$2.4 billion (US$310m) top-up placement in October 2019, and the sole placement agent in its HK$2.4 billion (US$310m) primary placement in February 2020. Innovent Biologics is a China-based biopharmaceutical company that develops and commercializes high quality innovative drugs that are affordable to ordinary people. Founded by Dr De-Chao Michael Yu in 2011, Innovent Biologics has built up a robust pipeline of valuable assets in the fields of cancer, metabolic, autoimmune diseases and other major therapeutic areas. Hong Kong partner Yang Chu led the firm’s team in the transaction.
Davis Polk has also advised Hangzhou Tigermed Consulting on its IPO and listing in Hong Kong, and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$10.7 billion (US$1.38b), prior to any exercise of the over-allotment option. This is the largest biopharmaceutical IPO in Asia and the largest Hong Kong offering by an A-share listed company in 2020. Tigermed is a leading China-based provider of comprehensive biopharmaceutical R&D services, with an expanding global presence. Corporate partners Li He and Yang Chu led the firm’s team in the transaction.
Dechert has advised Manila Water, the primary provider of water and used water services to over six million people in the East Zone of Metro Manila, on its debut issuance of US$500 million 4.375 percent senior sustainability notes. The notes represent Manila Water’s first international bond offering and will be listed in Singapore. This transaction also represents the first bond issued by a Philippines company, in accordance with the ASEAN Sustainability Bond Standard. BPI Capital, Citi, Credit Suisse, HSBC, Mizuho Securities and UBS were the joint book-runners and lead managers for the transaction. Partners Maria Tan Pedersen (Singapore) and Patrick Lyons (London) led the firm’s team in the transaction.
Eversheds Sutherland has advised China National Petroleum Corporation (CNPC) on the transfer of some of the rights in the Lower Zakum and Umm Shaif and Nasr offshore concessions to China National Offshore Oil Corporation (CNOOC). On July 27, 2020, the Abu Dhabi National Oil Company (ADNOC) announced that it had agreed for CNPC to transfer four percent interest in Lower Zakum and Umm Shaif and Nasr concessions to CNOOC. The transfer was also approved by the Abu Dhabi Supreme Petroleum Council. It marks the first time that a dedicated Chinese offshore oil and gas company has joined ADNOC’s concessions. The transfer of these rights to another key Chinese company serves to further highlight the strength of the growing bilateral ties between the UAE and China. Following the successful close, CNOOC joins an ONGC Videsh-led consortium, INPEX, CNPC, Eni and Total as participants in the Lower Zakum concession; and Eni, Total and CNPC as participants in the Umm Shaif and Nasr concession. China oil and gas head Ingrid Zhu-Clark, Asia corporate head Stephen Mok (Hong Kong), Asia competition head Adam Ferguson (Hong Kong) and partner Alex Doughty (Hong Kong), supported by antitrust and trade global co-chair Mark Herlach (Washington), Greater China international arbitration head Wesley Pang (Hong Kong), and partners Jubilee Easo (London), James Lindop (London) and Jae Lemin (Hong Kong), led the firm’s team in the transaction.
Herbert Smith Freehills has advised Huatai International as the sole sponsor on Leader Education’s listing in Hong Kong. Leader Education operates Heilongjiang College of Business and Technology and is ranked eighth among all private formal higher education service providers in Heilongjiang Province, in terms of full-time student enrollment in school year 2018/2019. Beijing managing partner Tom Chau, Beijing partner Isaac Chen and Kewei joint operation partner Stanley Xie led the firm’s team in the transaction.
J Sagar Associates has advised Good Capital Fund I on its follow on investment into Entri, a company that provides a software application which assists candidates in preparing for competitive examinations. Entri saw a total investment of approximately US$1.7 Million, with Good Capital leading this Series A round of investment. Partner Probir Roy Chowdhury led the firm’s team in the transaction.
J Sagar Associates has also advised Taikisha on its acquisition of a 74 percent stake in Nicomac Clean Rooms Far East (Nicomac India). Nicomac India designs, installs and manufactures clean room panels, particularly customized high quality panels to Indian pharmaceutical manufacturers. Tokyo-listed Japanese corporation Taikisha designs and constructs heating, ventilation, air conditioning and paint finishing systems globally. This acquisition is expected to strengthen Taikisha’s ability to respond to the growing demand in the Indian clean room construction market, by combining Nicomac India’s panel manufacturing and installation technologies with the air conditioning system technologies of Taikisha, primarily in the pharmaceutical manufacturing space. Partner Vikram Raghani, supported by partners Vaibhav Choukse and Rajiv Reddy, led the firm’s team in the transaction. Anderson Mori & Tomotsune acted as offshore counsel to Taikisha.
K Law is advising Biocon Biologics India (BBI), a subsidiary of Biocon, on the US$30 million acquisition by Tata Capital Growth Fund II of some equity shares of BBI. BBI is uniquely positioned as a fully integrated ‘pure play’ biosimilars organization in the world, and aspires to transform patients’ lives through innovative and inclusive healthcare solutions. Partner Shwetambari Rao is leading the firm’s team in the transaction, which was signed on July 31, 2020 and is yet to be completed.
Khaitan & Co has advised Ather Energy and its founders on the US$12 million further investment, as an extension of its Series C1 round of investment last year, by existing investor Hero MotoCorp. Ather Energy is an Indian electric vehicle company that manufactures smart electric scooters. It has also established AtherGrid, an electric vehicle charging infrastructure. Partners Rajiv Khaitan and Sanjay Khan Nagra led the firm’s team in the transaction, which was completed on July 28, 2020. J Sagar Associates also advised on the transaction.
Khaitan & Co has also advised K Raheja Corp Investment Managers, the investment manager of Mindspace Business Parks REIT, on its IPO of Rs45 billion (US$603m), comprising of a fresh issue of up to Rs10 billion (US$134m) units of the Mindspace Business Parks REIT and an offer for sale of the units by some selling unitholders, including some Blackstone entities. The firm also acted as Indian counsel to the book-running lead managers, comprised of Morgan Stanley India, Axis Capital, DSP Merrill Lynch, Citigroup Global Markets India, JM Financial, Kotak Mahindra Capital, CLSA India, Nomura Financial Advisory and Securities (India), UBS Securities India, Ambit Capital, HDFC Bank, IDFC Securities and ICICI Securities. Partners Sudhir Bassi and Subhayu Sen led the firm’s team in the transaction, which is the first IPO of REITs which includes an offer-for-sale component. Shardul Amarchand Mangaldas & Co acted as Indian counsel to Mindspace Business Parks REIT, K Raheja Corp, the trustee, sponsors, K Raheja selling unitholders and Blackstone selling unitholders. Sidley Austin acted as international counsel to the offer.
Maples Group has acted as Cayman Islands counsel to Quhuo on its IPO of 3.3 million American Depositary Shares, representing its class A ordinary shares, and its listing on Nasdaq. Quhuo was the largest workforce operational solution platform in China, as measured by the number of average monthly active workers in 2019. The offering, which closed on July 14, 2020, raised approximately US$33 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Commerce & Finance Law Offices acted as US and Chinese counsels, respectively. Latham & Watkins and Tian Yuan Law Firm acted as US and Chinese counsels, respectively, to Roth Capital Partners and Valuable Capital, as the underwriters.
Maples Group has also acted as Cayman Islands counsel to Agora, an exempted company incorporated in the Cayman Islands, on its IPO of 20.125 million American Depositary Shares, including 2.625 million ADSs upon exercise by the underwriters of the over-allotment option, representing its class A ordinary shares, and its listing on Nasdaq. Agora is a real-time engagement API provider. The offering, which closed on June 30, 2020, raised approximately US$400 million. Morgan Stanley and BofA Securities acted as the lead book-running managers, while Needham & Company acted as co-manager for the offering. Partner Richard Spooner also led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati and King & Wood Mallesons acted as US and Chinese counsels, respectively. Simpson Thacher & Bartlett and Fangda Partners represented the underwriters.
Millbank has advised International Container Terminal Services Inc (ICTSI), one of the world’s largest port operators, on its issuance of US$400 million 4.75 percent senior notes due 2030. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, led the firm’s team in the transaction.
Millbank has also advised Royal Capital and International Container Terminal Services Inc (ICTSI) on Royal Capital’s concurrent issuance of US$300 million senior guaranteed perpetual capital securities and tender offer for its existing US$450 million 5.5 percent senior guaranteed perpetual capital securities, both guaranteed by ICTSI. Hong Kong managing partner James Grandolfo and capital markets partner Paul Pery, supported by London partners James Warbey and John Goldfinch, also led the firm’s team in the transaction.
Paul Hastings has advised South Korea-based Dongwon Industries on its strategic investment to acquire a minority stake in Salmon Evolution. Dongwon Industries is a global top-tier seafood company and the number one salmon trader in Korea. Salmon Evolution is a land-based farming operator transferring the preconditions offered by the sea to farm fish on land. Under the terms of the agreement, Dongwon Industries and Salmon Evolution further plan to enter into a partnership to jointly construct and operate in Korea a land-based fish farm utilizing Salmon Evolution’s technology. Corporate partner Daniel Kim led the firm’s team in the transaction.
Paul Hastings has also represented SDP Investment on the formation of a joint venture with an international institutional investor, in connection with the acquisition of U-Show Plaza in Beijing for approximately Rmb4 billion (US$576m). This transaction is one of the largest acquisitions with foreign investment in the Beijing real estate market, since the global outbreak of the COVID-19 pandemic. Founded by former Warburg Pincus head of real estate for Asia Mr Chi Miao, SDP Investment is an integrated real estate investment management firm focusing on acquisition of prime properties in Tier 1 cities in China. U-Show Plaza is a 12-storey commercial and office complex with a total construction area of approximately 130,000 square meters in the Beijing South Railway Station area. Paul Guan, partner and head of Greater China real estate practice, led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising TEE International on the S$21.9 million (US$16m) mandatory conditional cash offer by Singapore Tramore Global for the shares of TEE International. Partners Danny Lim, Penelope Loh and Cheryl Tay are leading the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also advised AIF Capital on its disposal of a major stake in Oceanus Group to eleven purchasers in a married deal. Partners Danny Lim and Cynthia Wu led the firm’s team in the transaction.
Simmons & Simmons has advised Mirae Asset Global Investments (Hong Kong) on the launch of two exchange traded funds (ETFs), which were listed in Hong Kong on August 7, 2020. Mirae Asset has successfully expanded its robust suite of ETF products with the listing of Global X China Semiconductor ETF and Global X China Robotics and AI ETF. Both newly listed ETFs are offered under an open-ended fund company (OFC) framework in Hong Kong, and are the sub-funds of the Global X Exchange Traded Funds Series OFC. These new ETFs are the second set of funds available to investors, following the launch of the first batch of three funds, listed by Mirae Asset in January 2020. The new funds are China-focused and will directly invest in the constituent stocks of the relevant underlying indexes, which may include A-Shares, H-Shares, N-Shares, P-Chips and Red Chips in the semiconductor industry and the robotics and artificial intelligence sector, respectively. Partner Eva Chan led the firm’s team in the transaction.
Skadden has advised Hong Kong-listed E-House China Holdings on a series of agreements with Sina.com and its affiliated entity; Leju Holdings executive chairman Mr Zhou Xin and some of his affiliated entities; and Alibaba Group. Pursuant to the agreements with Sina.com, Mr. Zhou Xin and their affiliated entities, and subject to certain closing conditions, E-House will acquire a majority interest in Nasdaq-listed Leju Holdings. E-House has also entered into an agreement with Alibaba, pursuant to which the two parties will cooperate in areas, including online-offline real estate transaction, digital marketing and after-sale services, to enhance the digital and intellectual capabilities of the real estate service industry. Alibaba has also signed a share subscription agreement to invest in E-House, and has subscribed for a HK$1.03 billion (US$133m) note, convertible to further equity interest in E-House. The transactions contemplated by the agreements have an aggregate value of US$532 million, excluding the proposed joint venture between E-House and Alibaba, which has a prospective value of Rmb5 billion (US$720m). Hong Kong partner Christopher Betts led the firm’s team in the transaction.
Skadden has also advised Li Auto, an innovator in China’s new energy vehicle market, on its IPO of 95 million ADS on Nasdaq, as well as concurrent private placements, raising a total of approximately US$1.48 billion. Each ADS will represent two Li Auto Class A ordinary shares, at a price of US$11.50 per ADS. Li Auto has granted the underwriters an option, exercisable within 30 days from the date of the final prospectus, to purchase up to 14.25 million additional ADSs. Li Auto’s IPO is the largest by a Chinese company in the US since 2018. Trading commenced on July 30, 2020. Partners Julie Gao (Hong Kong) and Haiping Li (Shanghai) led the firm’s team in the transaction.
Slaughter and May Hong Kong is advising China International Capital Corporation Hong Kong Securities, as placement agent, on the placement of 172 million new ordinary shares in China Grand Pharmaceutical and Healthcare Holdings (CGP). Beijing Pan Feng Investment Management Partnership has expressed its interest to invest in CGP, through a derivative contract with one of the prospective placee. Another prospective investor is an affiliate of Hillhouse Capital Advisors. The placement shares will be issued under the general mandate granted by CGP shareholders, and will represent approximately 4.85 percent of CGP’s enlarged issued share capital. Partners Benita Yu and Charlton Tse are leading the firm’s team in the transaction.
Sullivan & Cromwell (Hong Kong) has represented Korea Investment on its subscription of US$150 million capital commitment for limited partnership interest in Actis Energy 5 A (UK), managed by Actis GP (UK). Partners Garth Bray (corporate-Hong Kong) and S Eric Wang (tax-New York) led the firm’s team in the transaction, which was completed on July 3, 2020.
Sullivan & Cromwell (Hong Kong) is also representing Fenix Group Holdings (Hong Kong) and City Super (BVI) (Hong Kong) on definitive agreements with China Resources Capital Management and Asia Food Growth Fund to acquire a combined 65 percent shareholding in City Super Group from Fenix Group, Lane Crawford Joyce Group (Hong Kong) and other existing shareholders. Hong Kong corporate partner Kay Ian Ng is leading the firm’s team in the transaction, which was announced on August 6, 2020.
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