Deals – August 17, 2016

AZB & Partners is also advising Tata Chemicals Ltd in respect of the acquisition of its Urea business by Yara Fertilisers India Private Ltd, a wholly-owned subsidiary of Yara International ASA. Partners Darshika Kothari, Rishi Gautam and Anand Shah are leading the transaction which is valued at approximately INR26.7 billion (US$399.3m) and is yet to be completed.

Clyde & Co has advised Younata in respect of the sale of a majority stake in the Kalium group of companies, a well-established medical solutions provider in the Middle East and North Africa, to AVIVO Group, a unit of the private equity firm Al Masah Capital. Established 10 years ago, Kalium is one of the leading medical aesthetics solutions providers in the MENA region. It owns and operates clinics and education institutions and distributes advanced medical equipment, skin care products and aesthetic devices. AVIVO is a leading healthcare services provider in the GCC and has more than 40 healthcare facilities in MENA with plans to expand to South-East Asia. Corporate partner Naji Hawayek led the transaction.

Cyril Amarchand Mangaldas is advising Yara Fertilisers India Private Ltd and Yara International ASA in respect of the proposed acquisition by Yara of Tata Chemicals Ltd’s (TCL) business of sale and distribution of urea and customised fertilizers manufactured through TCL’s urea plant in Babrala, Uttar Pradesh for approximately INR26.7 billion (US$399.3m), subject to adjustment as per agreed terms, through a scheme of arrangement by way of a slump sale. Mumbai corporate partners Tushar Mavani and Smruti Shah, supported by partners Sharad Mathkar (dispute resolution), Bharat Budholia (competition law), S R Patnaik (tax), Mekhala Anand (tax) and Gyanendra Kumar (real estate), are leading the transaction which was signed on 10 August 2016 and is expected to close around May 2017.

J Sagar Associates has acted as sole Indian counsel to Oil and Natural Gas Corp Ltd (ONGC) in respect of the issue of US$1 billion guaranteed senior notes, comprising of US$400 million 2.875 percent guaranteed senior notes due 2022 and US$600 million 3.75 percent guaranteed senior notes due 2026, by ONGC Videsh Vankorneft Pte Ltd and guaranteed by ONGC. Joint book-runners and joint lead managers to the issue were Citigroup Global Markets Singapore Pte Ltd, Standard Chartered Bank, DBS Bank Ltd, Mizuho Securities Asia Ltd, MUFG Securities Asia (Singapore) Ltd and SMBC Nikko Capital Markets Ltd. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised the Australia and New Zealand Banking Group Ltd, Barclays Bank PLC, Citigroup Global Markets Ltd, DBS Bank Ltd and The Hongkong and Shanghai Banking Corp Ltd as the joint lead managers in respect of Glenmark Pharmaceuticals Ltd’s issue of US$200 million 4.5 percent senior notes due 2021. Partners Dina Wadia and Uttara Kolhatkar also led the transaction.

Khaitan & Co has advised Nihilent Technologies Ltd in respect of the acquisition of 100 percent of the shareholding of ICRA Ltd in ICRA Techno Analytics Ltd. Nihilent is a global consulting and solutions integration company using a holistic and systems approach to problem solving. Headquartered in Pune, India, Nihilent has extensive experience in international consulting, IT outsourcing and IT services. Associate partner Pooja Patel, supported by partner Abhimanyu Bhattacharya and associate partner Aditya Cheriyan, led the transaction.

Khaitan & Co has also advised Grasim Industries Ltd, Aditya Birla Nuvo Ltd and Aditya Birla Financial Services Ltd in respect of the proposed merger of Adita Birla Nuvo into Grasim Industries and the subsequent demerger and listing of its financial services business through a composite scheme of arrangement. Grasim Industries is a US$5.6 billion conglomerate comprising of businesses in cement, chemicals and viscose staple fibre. It is a leading global player in viscose staple fibre and is the largest manufacturer of chlor-alkali and epoxy resins in India. Its subsidiary UltraTech is the largest manufacturer of cement in India. Aditya Birla Nuvo is a US$3.6 billion conglomerate with leadership position across its businesses. Its financial services business ranks among the top five fund managers in India whilst its telecom venture, Idea Cellular, ranks among the top three cellular operators in India. It has recently ventured into the solar power businesses and has also received an in-principle approval from RBI to set up a payments bank in joint venture with Idea Cellular. Senior partner Haigreve Khaitan, partner Mehul Shah and associate partner Sameer Sah led the transaction.

King & Wood Mallesons has acted as US and PRC counsel to Fenghui Leasing Co Ltd in respect of its offering of US$150 million 7.875 percent guaranteed notes due 2019. It is the first high yield bond issued by a PRC financial leasing company and a landmark transaction for both the issuer, as its debut international bond offering, and for the firm, as the first ever international law firm to act as both US and PRC counsel in a bond issuance. Fenghui Leasing is one of China’s leading financial leasing companies providing financing solutions for high-end smart equipment, medical equipment, transportation equipment, environmental protection equipment, public utility construction equipment, as well as operating lease solutions. Hong Kong partner Hao Zhou, supported by Beijing partners Yanyan Song and Han Jie, led the transaction.

Latham & Watkins has represented Warburg Pincus, as co-lead investor in a consortium of global investment firms, in respect of the signing of definitive agreements, to make a substantial investment in GO-JEK, Indonesia’s leading on-demand mobile platform. This equity capital raise of over US$550 million is comprised of leading investors, including Warburg Pincus, KKR, Farallon Capital and Capital Group Private Markets, as well as existing shareholders and other international investors. Previous investors include Sequoia India, Northstar Group, DST Global, NSI Ventures, Rakuten Ventures and Formation Group. Hong Kong corporate partner Amy Beckingham led the transaction which is considered as the largest single-round fundraise by financial investors for a Southeast Asian technology company.

Majmudar & Partners has represented Axis Bank Ltd, the third largest private sector bank in India, in respect of the proposed merger of Max Life Insurance Company Ltd with HDFC Standard Life Insurance Company Ltd. Axis Bank is currently a minority shareholder of Max Life. Under a composite scheme of arrangement, Max Life is proposed to be merged into Max Financial Services and, subsequently, the insurance undertaking from the combined Max Financial Services entity will be demerged to HDFC Life. HDFC Life will, thereafter, be listed on Indian stock exchanges and Axis Bank will own shares in HDFC Life. The merger of Max Life and HDFC Life will create the largest private life insurer in India and the combined entity will be valued at approximately US$9.73 billion. Managing partner Akil Hirani led the transaction.

Paul Hastings has represented China Everbright Ltd in respect of its US$120 million disposal of 49 percent of the share capital of Everbright Securities (International) Ltd to Everbright Securities Financial Holdings Ltd. China Everbright, a member of state-owned enterprise China Everbright Group, is an HKSE-listed conglomerate focusing on cross-border asset management and investment. Corporate partner Vivian Lam led the transaction which was announced on 11 August 2016.

Rajah & Tann Singapore is advising Courage Marine Group Ltd, which is dual primary listed on the Main Board of the SGX-ST and the HKSE, in respect of a proposed conversion of its listing status on the SGX-ST to a secondary listing. The Courage Marine group owns and operates bulk carriers which are deployed around the PRC, Japan, Russia, Vietnam, Indonesia, Bangladesh and elsewhere in Asia. These vessels transport dry bulk commodities, such as coal, sea sand, gravel, cement, clinker, iron ore, minerals and wood chips. Partner Danny C Lim is leading the transaction which was announced on 8 August 2016 and is yet to be completed.

Rajah & Tann Singapore is also advising Sinochem International (Overseas) Pte Ltd, a wholly-owned subsidiary of Sinochem International Corp, in respect of the issuance of US$90 million exchangeable bonds to China-Africa Development Fund, which are exchangeable into shares of SGX-listed Halcyon Agri Corp Ltd, during an ongoing mandatory cash offer for Halcyon by Sinochem. Halcyon is a global natural rubber supply chain manager with business activities spanning the entire natural rubber supply chain with an extensive distribution network across South East Asia, the PRC, South Africa, the USA and Europe. It is one of the top five natural rubber companies globally. Partner Danny C Lim is leading the transaction which is valued at approximately US$90 million and is yet to be completed. Clifford Chance is advising China-Africa Development Fund.

Shook Lin & Bok is acting for KPMG Corporate Finance Pte Ltd as the independent financial adviser in respect of the proposed scheme takeover and privatisation of SGX-listed HTL International Holdings Ltd by Ideal Homes International Ltd, a wholly-owned subsidiary of PRC-incorporated and Shanghai Stock Exchange-listed Yihua Lifestyle Technology Co Ltd, for approximately S$400 million (US$298.7m). Partner Dayne Ho is leading the transaction.

Stephenson Harwood has advised Steed Oriental (Holdings) Company Ltd, listed on the GEM Board of the HKSE, in respect of its disposal of 56.98 percent equity interest for approximately HK$190.6 million (US$24.6m). Mr Huang Dong Sheng, Ms Wong Sut Keng and Ms Wong Hang Kuen, the controlling shareholders of Steed Oriental, entered into a sale and purchase agreement with Ms Sun Xue Song and Mr Xue Zhao Qiang, the joint offerors, pursuant to which the joint offerors agreed to acquire shares representing approximately 56.98 percent equity interest in Steed Oriental from the controlling shareholders. As a result of the transaction, the joint offerors collectively incurred an obligation to make an unconditional mandatory offer under the Codes on Takeovers and Mergers for all the issued shares of Steed Oriental. Corporate partner Eugene Lai led the transaction.

SyCipLaw has acted as Philippine counsel to DBS Bank Ltd, Mizuho Bank Ltd and Standard Chartered Bank as the structuring banks in respect of the US$400 million project financing of SMC Consolidated Power Corp’s new 300 MW coal-fired power plant in Limay, Bataan. In addition to the structuring banks, the lenders to the project financing were Bank of Commerce, Bank of Tokyo-Mitsubishi UFJ, CTBC Bank Co Ltd, Maybank International (Labuan Branch), Maybank Philippines Inc, Siemens Bank GMBH (London Branch) and INTESA San Paolo Spa (Hong Kong Branch). SMC Consolidated Power Corp is a wholly-owned subsidiary of San Miguel Corp through SMC Global Power Holdings Corp. The San Miguel group is currently expanding its power generation portfolio with several projects being advanced into construction phases across grids. This project is the first of three 300 MW power plants which will share certain facilities and be operated by a single O&M contractor. Partners Simeon Ken R Ferrer, Hector M de Leon Jr and Angel M Salita Jr led the transaction.

WongPartnership is acting for Deloitte Southeast Asia in respect of the acquisition of I-Analysis Pte Ltd, a highly regarded digital forensic and electronic discovery service provider. Partner Mark Choy is leading the transaction.

WongPartnership has also acted for TPG Growth II SF Pte Ltd in respect of its US$18 million investment in Singapore-incorporated Apollo Towers which provides construction, management and leasing of telecommunications tower infrastructure to mobile operators in Myanmar. Partners Low Kah Keong, Hui Choon Yuen, Dawn Law and Khoo Yuh Huey led the transaction.