Deals – August 3, 2016

AZB & Partners has advised Jaydev Mody in respect of its acquisition of 65 percent shares in Goan Football Club Pvt Ltd. Partners Zia Mody and Anand Shah led the transaction which was completed on 22 July 2016.

AZB & Partners has also advised Max Ventures and Industries Ltd in respect of its acquisition of approximately 11 percent equity share capital of Azure Hospitality Private Ltd. Partners Anil Kasturi and Aparna Mittal led the transaction which was valued at approximately INR335 million (US$5m) and was completed on 19 July 2016.

Colin Ng & Partners has advised United Overseas Bank Ltd as the sponsor, issue manager and placement agent in respect of the IPO of Wong Fong Industries Ltd on the Catalist Board of the SGX-ST. The IPO, by way of placement of 43 million shares in the capital of Wong Fong Industries at S$0.23 (US$0.17) per share, raised approximately S$8 million (US$6m) in net proceeds. Following the IPO, Wong Fong Industries’ market capitalisation is approximately S$54.1 million (US$40.4m), based on the issue price and post-placement share capital of 235 million shares. With origins which can be traced back to 1964, Wong Fong Industries is one of Singapore’s leading providers of land transport engineering solutions and systems and has a presence in Singapore, Malaysia and China. Joint managing partner Tan Min-Li and partner Stephen Son led the transaction. Dentons Rodyk & Davidson acted for Wong Fong Industries.

Cyril Amarchand Mangaldas has acted as Indian counsel to Larsen & Toubro Infotech Ltd in respect of its IPO of 17.5 million equity shares with face value of INR1 (US$0.015) each, aggregating to approximately INR12.4 billion (US$185.8m), through an offer for sale by its promoter, Larsen & Toubro Ltd. The prospectus was filed on 14 July 2016, with allotment on 19 July 2016. The listing took place on 21 July 2016. Mumbai capital markets partner Yash Ashar led the transaction. Citigroup Global Markets India Private Ltd, Kotak Mahindra Capital Company Ltd and ICICI Securities Ltd, the book-running lead managers to the offer, were advised by S&R Associates and Clifford Chance as domestic and international counsels, respectively.

Cyril Amarchand Mangaldas is also advising Gland Pharma Ltd, its promoters and the exiting private equity investor KKR Floorline Investments Pte Ltd in respect of the proposal by Fosun Pharma Industrial Pte Ltd and a few of its affiliates to acquire approximately 86 percent of the outstanding share capital of Gland Pharma for a deal value of US$1.3 billion. Mumbai managing partner Cyril Shroff and Bangalore partner Reeba Chacko, supported by Mumbai partner Bharat Budholia and New Delhi partner SR Patnaik, are leading the transaction which was signed on 28 July 2016 and is subject to regulatory approvals. Simpson Thacher & Bartlett was the offshore counsel for Gland Pharma, its promoters and KKR. The international legal counsel to Fosun Pharma Industrial was Troutman Sanders.

J Sagar Associates has advised Amazon in respect of its investment in compulsorily convertible preference shares of Qwikcilver Solutions Private Ltd as part of a third round financing into Qwikcilver. The other investors that participated in this round included existing investors Accel India Venture II (Mauritius) Ltd and Helion Venture Partners India LLC and new investors Sistema Asia Fund Pte Ltd and Helion Advisors Private Ltd. Qwikcilver provides end-to-end gift card solutions for retailers and corporate customers and also provides a B2B backend technology to transactions for the use of plastic gift cards, loyalty cards, etc. Partner Vivek K Chandy led the transaction. MD&T Partners, led by partner Mahesh Devaiah, advised Qwikcilver and the promoters. The other investors were advised by Cyril Amarchand Mangaldas New Delhi led by partners Gyanendra Kumar and Ritika Rathi.

J Sagar Associates has acted as domestic counsel to Axis Capital Ltd, ICICI Securities Ltd, IIFL Holdings Ltd and YES Securities (India) Ltd as the underwriters in respect of Quess Corp Ltd’s IPO consisting of a fresh issue of equity shares aggregating to INR4 billion (US$60m). The shares were listed on 12 July 2016. Partners Nosh Modi and Arka Mookerjee led the transaction whilst Squire Patton Boggs Singapore acted as international counsel. Cyril Amarchand Mangaldas advised Quess Corp.

Khaitan & Co has advised RPG Life Sciences Ltd India in respect of the acquisition of seven brands (across different therapeutic sectors) from Sun Pharma Ltd for approximately US$6.1 million. A part of the RPG Enterprises, RPG Life Sciences is an integrated pharmaceutical company operating in the domestic and international markets in the branded formulations, global generics, synthetic and fermentation APIS space. Associate partner Surbhi Kejriwal, supported by partners Adheesh Nargolkar and Avaantika Kakkar, led the transaction.

Khaitan & Co has also advised Fosun International Ltd, Shanghai Fosun Pharmaceutical (Group) Co Ltd and various subsidiaries in respect of the acquisition of 86 percent stake in Gland Pharma Ltd for approximately US$1.26 billion. The proposed transaction is the largest acquisition of an Indian company by a Chinese firm. Fosun International is a Chinese international conglomerate and investment company. Shanghai Fosun Pharmaceutical was established in 1994 to have a leading position in China’s medical and health industry groups. Partner Niren Patel led the transaction.

Luthra & Luthra has acted as Indian counsel to HT Global IT Solutions Holdings Ltd, the promoter of Hexaware Technologies, in respect of its issue of US$300 million high yield bonds which are listed on the SGX-ST. The issuer is a single purpose investment holding company of Baring Asia V Fund. Deutsche Bank, ING, Standard Chartered and UBS were the joint book-runners on the transaction. The high yield bonds are listed on SGX-ST. Partners Manan Lahoty and Sundeep Dudeja led the transaction whilst Davis Polk & Wardwell (Britain) acted as international counsel as to US federal and New York state laws and Conyers Dill & Pearman (Mauritius) advised on Mauritius law. The initial purchasers were advised by Shearman & Sterling as international counsel on US federal and New York state laws, Appleby on Mauritius law and Khaitan & Co on Indian law.

Paul Hastings has represented China Everbright Ltd in respect of its issuance of US$600 million panda bonds denominated in RMB, with Everbright Securities Company Ltd acting as the lead underwriter. This issuance is the first tranche of panda bonds issued by China Everbright in a proposed series with an aggregate principal amount of not more than US$1.92 billion. China Everbright, a member of state-owned enterprise China Everbright Group, is an HKSE-listed conglomerate focusing on cross-border asset management and investment. Partner Vivian Lam led the transaction.

Paul Hastings has also represented GS Engineering & Construction Corp (GS E&C) in respect of its issuance of US$150 million convertible bonds due 2021 which closed on 21 July 2016. The bonds were listed on the SGX. HSBC acted as the sole underwriter. One of the largest construction companies in Korea, GS E&C is primarily engaged in the construction of residential, architectural and civil works, as well as industrial plants and power generation facilities globally. Its common stock is listed on the Korea Exchange. Capital markets partner Dong Chul Kim led the transaction which was the first international securities offering by a Korean construction company this year.

Shardul Amarchand Mangaldas & Co has advised PC Jeweller Ltd in respect of the INR257 crores (US$38.5m) investment by funds managed by Fidelity. Listed on the National Stock Exchange of India and BSE, PC Jeweller is one of the established players in the organized jewellery retail sector in India with 63 showrooms across 52 cities and 18 states. As a part of the transaction, funds managed by Fidelity are proposing to invest approximately INR257 crores (US$38.5m) in PC Jeweller by subscribing to compulsorily convertible preference shares. Prashant Gupta, national practice head – capital markets, led the transaction which was signed on 27 July 2016 and is expected to close by the end of August 2016. Dechert and Luthra & Luthra advised Fidelity.

Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of EC World REIT, in respect of the listing and IPO of EC World REIT on the SGX to raise approximately S$630 million (US$470m). EC World REIT is established with the investment strategy of investing principally, directly or indirectly, in a diversified portfolio of income-producing real estate which is used primarily for e-commerce, supply-chain management and logistics purposes, as well as real estate-related assets, with an initial geographical focus on the PRC. Partners Tan Woon Hum and Andrea Ng led the transaction which is the first Chinese specialised logistics and e-commerce logistics REIT to be listed on the SGX.

Siam City Law Offices has advised a terminal equipment and facility company in respect of a major share purchase transaction worth over US$18 million. The firm provided comprehensive tax advice, offshore incorporation and transaction planning between Thailand and Singapore, as well as on various commercial contracts. Partner Chinapat Visuttipat led the transaction.

Siam City Law Offices has also advised Casino Group France in respect of a €3 billion (US$3.35b) share purchase transaction. The firm provided tax advice and transaction planning, which was completed in the first quarter of 2016. Partner Chinapat Visuttipat also led the transaction which involved dealings in Thailand, the Netherlands and France.

Simpson Thacher has represented KKR, Dr Ravi Penmetsa, certain of his affiliates and Gland Pharma Ltd in respect of the acquisition by Shanghai Fosun Pharmaceutical (Group) Co Ltd (Fosun Pharma) of an approximately 86 percent stake in Gland Pharma for up to US$1.26 billion. Dr Penmetsa will continue as CEO of, and he and his family will retain a stake in, Gland Pharma. The transaction represents a full exit for KKR. The firm also represented KKR in its investment in Gland Pharma in 2014. Established in 1978 and based in Hyderabad, India, Gland Pharma develops and manufactures generic injectables for use in nearly 90 countries on five continents, with a focus on the Indian and US markets. It was the first company in India to get US Food and Drug Administration approval for pharmaceutical liquid injectable products. Gland’s world-class manufacturing facilities have also received approvals from a number of key medical regulatory agencies around the globe. PRC-based Fosun Pharma is a leading researcher, developer, producer and retailer of biopharmaceutical products worldwide. Partners Katie Sudol (M&A) and Chris Bell (Credit) led the transaction which is subject to customary regulatory approvals.

Skadden is representing LeEco Holdings Ltd, a rising global internet ecosystem company, in respect of its US$2 billion cash acquisition of Vizio Inc, a leading consumer electronics company in the US. Partners Julie Gao, Michael Gisser, Michael Mies, Will Cai, Stuart Levi, Karen Corman, David Kitchen, Sean Shimamoto, Ivan Schlager and Ken Schwartz are leading the transaction.

WongPartnership is acting for KKR Asia Ltd in respect of the proposed investment by KKR Jade Investments Pte Ltd, an affiliate of Kohlberg Kravis Roberts & Co LP, for an approximately 10.44 percent shareholding interest in PT Japfa Comfeed Indonesia Tbk which was carried out by way of the subscription of newly issued shares in PT Japfa and the purchase of existing shares in PT Japfa from Japfa Ltd, the majority shareholder of PT Japfa, for approximately US$81.2 million. Partners Mark Choy and Jason Chua are leading the transaction.

WongPartnership is also acting for Keppel Telecommunications & Transportation Ltd in respect of the sale by its wholly-owned subsidiary, Keppel Data Centres Pte Ltd, of a 50 percent interest in Keppel DC REIT Management Pte Ltd to Keppel Capital Holdings Pte Ltd. Partner Tan Sue-Lynn is leading the transaction.