Allen & Gledhill and Rahmat Lim & Partners have acted as Singapore and Malaysia law counsel, respectively, to Boardroom on its M$164.14 million (US$40.3m) acquisition of Symphony Share Registrars, Malaysian Issuing House, Symphony Corporatehouse and Sky Corporate Services. A&G partners Andrew M Lim, Hilary Low and Daren Shiau and RL&P partner Chia Chee Hoong led their respective teams in the transaction.
Allen & Gledhill has also advised Bayfront Infrastructure Capital and Clifford Capital on the issue, by Bayfront Infrastructure Capital, of US$320.6 million Class A senior secured floating rate notes due 2038, US$72.6 million Class B senior secured floating rate notes due 2038, US$19 million Class C senior secured floating rate notes due 2038, and US$45.8 million subordinated notes due 2038. Clifford Capital was the sponsor and manager for the transaction, and holder of the subordinated notes. All the notes are backed by cash flows from a portfolio of project and infrastructure loans in Asia-Pacific and the Middle East. This transaction is the first infrastructure project finance securitisation in Asia, and marks a significant milestone, with the creation of a new asset class to facilitate institutional investor access to infrastructure debt in Asia-Pacific and the Middle East. Partners Yeo Wico, Jeanne Ong, Danny Tan, Andrew Chan and Sunit Chhabra led the firm’s team in the transaction.
Allen & Overy has advised Pilmico International, the food subsidiary of Philippine conglomerate Aboitiz Group, on its approximately US$400 million acquisition of a 75 percent stake in Gold Coin, one of Asia’s largest agribusinesses, which operates 20 livestock and aqua feed mills across 11 countries in Asia. The transaction is the largest outbound acquisition from the Philippines, and the largest agribusiness acquisition in Southeast Asia in the last few years. The deal was the result of a competitive bid process for the purchase of the target’s shares from its holding company, the Peter Zuellig-backed Golden Springs Group. It is also Pilmico’s largest international investment to date, and marks the expansion of its feed milling business across Asia Pacific. It was part‑funded by financing from MUFG Bank, Mizuho Bank, DBS Bank and Standard Chartered Bank. The firm advised on both the M&A and financing aspects. Corporate partner Alun Evans led the firm’s team in the transaction.
AZB & Partners has advised Thermax and Thermax Babcock & Wilcox Energy Solutions (TBWES) on the acquisition by Thermax of 49 percent shareholding of TBWES from Babcock & Wilcox India Holdings. Partners Ashwin Ramanathan and Roxanne Anderson led the firm’s team in the transaction, which was completed on July 19, 2018.
AZB & Partners has also advised Leapfrog Investments on its acquisition, through special purpose entity Naivasha Investment Holdings Mauritius, of a more than 50 percent majority stake in Ascent Meditech. Partner Srinath Dasari led the firm’s team in the transaction, which was completed on July 15, 2018.
Baker McKenzie FenXun Joint Operation Office has advised Shui On Land on the approximately Rmb4.59 billion (US$672m) sale of a 49.5 percent interest in one of its residential real estate portfolios in Shanghai, to further its strategic partnership with Joy City Property, a member of the COFCO group. The transaction involves a complex A/B share structure, and various operating, holding and joint venture companies in four jurisdictions. A property development company established in 2004 under the Shui On Group, Shui On Land runs projects at prime locations in key cities in Mainland China, many of which are operated under its Xintiandi brand. The COFCO group is one of the largest state-owned enterprises in China, with principal business activities including grain, oil, food, finance and real estate. Joy City is the flagship of COFCO’s real estate business. Partners Alex Gong of Baker McKenzie FenXun Shanghai and Rico Chan of Baker McKenzie Hong Kong led the firm’s teams in the transaction.
Dhaval Vussonji & Associates has advised Piramal Fund Management on its subscription, on a private placement basis, to up to Rs3.75 billion (54.6m) redeemable, secured, non-convertible debentures issued by Omkar Realtors and Developers. Omkar will utilise the proceeds for the repayment of its equity level investors and for expenses to be incurred in the construction and development of Phase II of its Crescent Bay project at Parel, Mumbai. Associate partner Malavika Menon led the firm’s team in the transaction, which was completed in July 2018.
Dhaval Vussonji & Associates has also advised IndusInd Bank on the Rs5 billion (US$73m) funding to Indiabulls Real Estate to refinance certain existing loans and for expenses in Indiabulls Finance Centre Tower 4, situated at Elphinstone Road, Mumbai. Founding partner Dhaval Vussonji and associate partner Malavika Menon led the firm’s team in the transaction, which was completed in June 2018.
K Law has advised Tamil Nadu Infrastructure Fund on the approximately US$600 million contribution, in tranches, by foreign investors, including Treetop Asset Ventures, in the Tamil Nadu Infrastructure Fund. Managing partner Naina Krishnamurthy led the firm’s team in the transaction, the first ranch of which closed in July 2018. DLA Piper advised the investor.
K Law has also advised Kalaari Capital Partners III, IDG Ventures India Fund III and Chiratae Trust on their approximately Rs195 million (US$2.8m) Series A investment in HealthPlix Technologies. The investment was in two tranches of Rs130 million (US$1.9m), which was already completed, and Rs65 million (US$947,094), which is still pending. Partner Shwetambari Rao led the firm’s team in the transaction, which was completed on July 19, 2018. Samisti Legal also advised on the deal.
Khaitan & Co has advised Kalzip Group, part of Tata Steel Europe, on the Indian law aspects of its acquisition by Donges SteelTec, a subsidiary of German Mutares Group. The transaction includes the acquisition of its India subsidiary, Kalzip India. Kalzip Group is the global leader in standing seam roofing and wall cladding system. Partner Rabindra Jhunjhunwala led the firm’s team in the transaction.
Khaitan & Co has also advised Toppan Leefung on the Indian law aspects of its acquisition of the capital markets and compliance business of Merrill Corporation. The transaction includes the acquisition of its Indian subsidiary, Merrill Technology Services India. Formerly called SNP Corporation, Toppan Leefung evolved from what was Singapore National Printers into a wholly-owned subsidiary of Tokyo-listed Toppan Printing, the world’s largest printing conglomerate. Partner Haigreve Khaitan and associate partner Sameer Sah, supported by associate director Vinita Krishnan, led the firm’s team in the transaction.
Rajah & Tann Singapore has advised Moya Holdings Asia on the renounceable non-underwritten rights issue of up to 1.41 billion new ordinary shares in the capital of the company, on the basis of one rights share for every two existing ordinary shares held by existing shareholders, as at a books closure date. The issue raised gross proceeds of up to S$133.5 million (US$98m). The company develops and operates water treatment facilities and pipelines, as well as distributes clean water, primarily in Indonesia. Partner Cynthia Goh led the firm’s team in the transaction.
Shardul Amarchand Mangaldas has advised Tata Advanced Systems (TAS) on the acquisition of the defence business of Tata Power and Tata Motors, pursuant to separate schemes of slump sale under Sections 230-232 of the Companies Act 2013. As a part of the transaction, TAS would acquire 100 percent of the share capital of TAL Manufacturing Solutions and Tata Advanced Materials from Tata Motors and Tata Industries, respectively. The transaction is a part of the consolidation of the defence and aerospace business of the Tata group. This is the first time such a transaction in the defence space has been undertaken. Upon closing of the consolidation, TAS will be the leading private sector defence player in the country. Managing partner Akshay Chudasama and partners Anuj Prasad and Arka Banerjee, supported by partners Shweta Shroff Chopra, Aparna Mehra and Meghna Rajadhyaksha, led the firm’s team in the transaction. AZB & Partners, led by partner Akshay Chudasama, advised Tata Motors, while HSA Advocates, led by partners Aninda Pal and Kunal Rajpal, advised Tata Power.
Shook Lin & Bok has acted as sole Singapore counsel to Kinergy on its global offering and listing in Hong Kong, raising proceeds of approximately HK$250 million (US$32m). Partner Gwendolyn Gn led the firm’s team in the transaction.
