Allen & Gledhill is advising Frasers Logistics & Industrial Asset Management, in its capacity as manager of Frasers Logistics & Industrial Trust (FLT), as transaction counsel on the approximately S$1.54 billion (US$1.13bn) proposed merger of FLT and Frasers Commercial Trust (FCOT). The proposed merger will be effected through the acquisition of all the issued and paid-up units in FCOT, held by the unitholders of FCOT by way of a trust scheme of arrangement in compliance with the Singapore Code on Take-overs and Mergers, by Perpetual (Asia), in its capacity as trustee of FLT. The enlarged Reit will hold approximately S$5.7 billion in assets across the Asia-Pacific, Europe and the UK, and is expected to be one of the top 10 S-Reits by market capitalisation, with a portfolio comprising around 2.6 million square metres of space in 98 properties across five countries. Advising the FLT manager are Allen & Gledhill deputy managing partner Jerry Koh and partners Christopher Koh, Foong Yuen Ping, Wong Yi Jia, Teh Hoe Yue and Eudora Tan. Advising the FLT manager on tax issues is Allen & Gledhill partner Lim Pek Bur. Advising the FLT manager on competition and antitrust issues is Allen & Gledhill partner Daren Shiau.
Allen & Gledhill advised TPV Technology and CEIEC (HK) on the HK$4.64 billion (US$593m) proposed privatisation of TPV by CEIEC by way of a scheme of arrangement. Allen & Gledhill also advised TPV on the proposed withdrawal of listing of the shares of TPV from The Stock Exchange of Hong Kong and the Singapore Exchange Securities Trading. Advising TPV and CEIEC as to Singapore law was Allen & Gledhill partner Lee Kee Yeng.
Assegaf Hamzah & Partners, member firm of Rajah & Tann Asia, has acted for Asian Development Bank, International Finance Corporation, The Leading Asia’s Private Infrastructure Fund administrated by ADB, MUFG Bank and Sumitomo Mitsui Banking Corporation on their US$222 million loan to Medco Power Sentral Sumatera for the development of a 275MW Riau combined-cycle power plant, one of the first generation of gas-fired IPPs. Partners Ibrahim Sjarief Assegaf and Kanya Satwika led the firm’s team in the transaction.
AZB & Partners has acted as India counsel to Merrill Lynch (Singapore) and Australia and New Zealand Banking Group, as among the joint lead managers and bookrunners, on the issuance by Tata Motors of US$300 million 5.875 percent senior notes due 2025. Partners Varoon Chandra and Pallavi Meena led the firm’s team in the transaction, which was completed on November 20, 2019.
AZB & Partners has also advised Oman India Joint Investment Fund II on its Rs843 million (US$11.9m) acquisition of a 9.9 percent stake in Capital Small Finance Bank. Partners Sai Krishna Bharathan and Rinki Ganguli led the firm’s team in the transaction, which was completed on November 22, 2019.
Gide has advised Legrand, a French industrial group and global specialist in electrical and digital building infrastructure, on its acquisition of Jobo Smartech (Huizhou), the Chinese leader in connected hotel-room management solutions (lighting, air temperature, etc.), whose ranges ideally round out those of Legrand in China’s dynamic hotel segment. Partner David Boitout led the firm’s team in the transaction.
J Sagar Associates has acted as India counsel to Masco on the sale of Milgard Services India. One of the world’s leading manufacturers of branded home improvement and building products, Masco sold windows and patio doors manufacturer Milgard Manufacturing, along with its investment in Milgard Services India, to MI Windows and Doors for approximately US$725 million. Partners Nitin Potdar and Rinku Ambekar led the firm’s team in the transaction, while Davis Polk & Wardwell acted as international counsel.
J Sagar Associates has also advised IDBI Bank and IDBI Capital Markets & Securities on the sale of their 100 percent shareholding in IDBI Asset Management and IDBI MF Trustee to Muthoot Finance. The completion of the transaction is subject to SEBI and CCI approvals, among others. The closing of the transaction will result in Muthoot Finance’s entry into the mutual fund asset management sector. Partners Rinku Ambekar and Anand Lakra, supported by partner Vaibhav Choukse, led the firm’s team in the transaction, which has a total deal value of Rs2.15 billion (US$30.4m). Muthoot Finance was advised by AZB & Partners, led by partners Srinath Dasari, Bhuvana Veeraragavan, Rushabh Maniar, Samir Gandhi and Hemangini Dadwal.
Khaitan & Co has advised Centrum Microcredit on its acquisition, via business transfer arrangement, of the entire microfinance business of Altura Financial Services. Post the acquisition, Centrum Microcredit will have a loan portfolio of approximately Rs4 billion (US$56.5m) across 126 branches. Partner Niren Patel led the firm’s team in the transaction.
Khaitan & Co has also advised City Football Group (CFG), the controlling entity of the Manchester City football club, on its acquisition of a 65 percent stake in the Mumbai franchise of the Indian Super League (ISL). The acquisition is a transformational deal for the ISL and is a high-profile investment that will benefit Indian football as a whole. The entry of CFG into India marks its 8th global investment in a club under the CFG brand. Partners Nikhil Narayanan and Tanvi Kumar, supported by partner Indruj Rai, led the firm’s team in the transaction.
Kirkland & Ellis has advised Loyal Valley Capital, a leading China-focused sponsor in the new consumer, healthcare and financial services industries, on the closing of its second US-dollar fund at US$465 million. The fund initially targeted US$400 million, but raised its hard-cap due to oversubscription by a broad mixture of global institutional investors, including sovereign wealth and fund of funds. The firm also represented Loyal Valley Capital on the raising of its first private equity fund in 2018. Investment funds partners Carol Liu and Liyong Xing, supported by partners Josh Westerholm (investment funds), Alec Campbell (tax), Nick Niles (government and internal investigations) and Elizabeth Dyer (ERISA), led the firm’s team in the transaction.
Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company 36Kr Holdings on its IPO of 1.38 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. 36Kr Holdings is a pioneering platform offering business services, including online advertising services, enterprise value-added services and subscription services, to new economy participants in China. The offering, which closed on November 13, 2019, raised approximately US$22 million. Karen Zhang Pallaras led the firm’s team in the transaction, while Davis Polk & Wardwell acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to Credit Suisse Securities (USA) and China International Capital Corporation Hong Kong Securities, as representatives of the underwriters.
Maples and Calder has also acted as BVI counsel to Huarong Finance 2019 on its issuance of US$500 million 3.25 percent guaranteed notes due 2024 and US$500 million 3.875 percent guaranteed notes due 2029, under its US$2.9 billion medium term note programme. The notes are listed in Hong Kong, and are guaranteed by China Huarong International Holding, with the benefit of a keepwell deed given by China Huarong Asset Management. The transaction closed on November 13, 2019. In terms of total assets, China Huarong Asset Management is the largest financial asset management company in China, with a focus on distressed debt management. Karen Zhang Pallaras also led the firm’s team in the transaction, while Linklaters acted as English and Hong Kong counsel. Clifford Chance acted as English counsel to the joint global coordinators and joint lead managers.
O’Melveny has represented Pharmaron on its approximately HK$4.6 billion (US$588m) dual primary listing and H share offering in Hong Kong. Beijing-based Pharmaron is a leading fully integrated pharmaceutical R&D service platform, serving China and overseas pharmaceutical companies. Pharmaron established a leading position in drug discovery, pre-clinical and early clinical-stage development, while also expanding capabilities downstream to late clinical-stage development and commercial manufacturing. The joint sponsors for the IPO are Goldman Sachs (Asia), CLSA Capital Markets and Orient Capital (Hong Kong). Partners Portia Ku, Ke Zhu and Edwin Kwok led the firm’s team in the transaction.
O’Melveny is also representing a buyer consortium to acquire SORL Auto Parts on a “going-private” transaction. SORL is a leading manufacturer and distributor of automotive brake systems, as well as other key safety-related auto parts in China. Pursuant to the merger agreement signed on November 29, 2019, the buyer consortium, led by the controlling shareholders of SORL, will acquire all of the outstanding shares of SORL for US$4.72 per share, representing an aggregate equity valuation of approximately US$91 million. Partners Geng Ke and Nima Amini are leading the firm’s team in the transaction, which is expected to close in the second quarter of 2020.
Paul Hastings has advised Hanwha Systems on its US$345 million global offering and listing in Korea. Hanwha Systems is a leading manufacturer of defense electronics products and a leading provider of information technology services in Korea. Citigroup Global Markets Korea Securities, NH Investment & Securities and Korea Investment & Securities acted as the global coordinators and joint book-runners for the offering. Seoul corporate partners Dong Chul Kim and Daniel Kim led the firm’s team in the transaction, which is the second largest IPO in South Korea in 2019.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted as international counsel to Zhenjiang Transportation Industry Group on its offering of US$220 million seven percent notes due 2022. The notes are governed by English law and are listed in Singapore. Partners Angela Lim and Eugene Lee led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Hoi Hup Realty on its S$475 million (US$349.6m) acquisition of the entire issued and paid-up share capital of Ophir-Rochor Hotel, the registered proprietor of the property situated at 5 Fraser Street Singapore 189354 and known as Andaz Singapore. Partners Tracy Ang, Elsa Chai and Ng Sey Ming led the firm’s team in the transaction.
Shardul Amarchand Mangaldas & Co has advised Norwest Venture Partners on its further follow-on investment in its existing portfolio company Ess Kay Fincorp, which also saw further investment from its other existing investors TPG Growth and Evolvence India Fund. The firm has also advised Norwest on all their previous investments into Ess Kay. Norwest is a leading multi-stage investment firm, managing more than US$9.5 billion in capital. It invests in early-to-late stage companies across a wide range of sectors. Jaipur-based Ess Kay Fincorp is an NBFC, primarily providing financing for income generation activity to the commercial vehicle segment and small businesses in India. Equity partner Puja Sondhi, supported by partners Aayush Kapoor and Sumeet Singh, led the firm’s team in the transaction, which was valued at approximately Rs2.35 billion (US$33.2m). Cyril Amarchand Mangaldas & Co advised Ess Kay Fincorp and its promoter Rajendra Kumar Setia. AZB & Partners advised TPG Growth, while Trilegal advised Evolvence India Fund.
Shearman & Sterling is representing LINE, the provider of one of Japan’s most popular mobile messaging apps, on its potential business integration with Z Holdings, the holding company of Yahoo Japan, one of Japan’s leading internet companies. As part of the business integration, Z Holdings, LINE and their respective parent companies, SoftBank and NAVER, have also announced a proposal by SoftBank and NAVER to take LINE private, by launching a joint tender offer to acquire all of LINE’s outstanding common stock (including American Depositary Shares), stock options and convertible bonds. The transaction will be subject to, among other factors, the execution of definitive agreements, regulatory approvals and other customary closing conditions. Tokyo capital markets partners Masahisa Ikeda and Toshiro Mochizuki are leading the firm’s team in the transaction.
Sidley represented Kyuden International, a subsidiary of Kyushu Electric Power, a major Japanese utility company, in its indirect acquisition from Diamond Generating of a 12.5% stake in Tenaska Pennsylvania Partners (TPP). The acquisition closed on November 27, 2019. TPP owns and operates the Tenaska Westmoreland Generating Station, approximately 940MW natural gas-fired combined cycle power plant located in Westmoreland County, Pennsylvania, USA. The Tenaska Westmoreland Generating Station achieved commercial operation on December 21, 2018 and supplies electricity to PJM, an independent system operator in the eastern US that operates the largest wholesale electricity market in the US. The Sidley team was led by partners Daniel Lin (Tokyo), Terence Healey (Boston) and Ayaz Shaikh (Washington, DC).
Skadden is advising China YuHua Education on its offering of US$300 million convertible bonds due 2024, and the repurchase of existing bonds issued in January 2019. Based in Henan province, China Yuhua Education is one of the largest providers of private education in China, in terms of student numbers. The bonds will be listed in Hong Kong. Hong Kong partner Christopher Betts is leading the firm’s team in the transaction.
Thanathip & Partners has represented the major shareholders of Tri-En Solution, a leading building system engineering company, on the approximately Bt336 million (US$11.1m) acquisition by TOENEC of 30 percent equity interest in Tri-En Solution. Nat Boonjunwetvat, assisted by Pobploy Wattanakrai, led the firm’s team in the transaction.
Thanathip & Partners has also advised Banpu and Banpu Power on the intra-group amalgamation of their clean energy businesses, comprising more than 20 subsidiaries under the same umbrella. Kornjan Tangkrisanakajorn led the firm’s team in the transaction.
Vertices Partners has represented Sunstone Education Technology and its promoters on the investment in the company by Seabright III (Prime Ventures) and other investors. Managing partner Vinayak Burman and founding partner Archana Khosla led the firm’s team in the transaction, which was valued at Rs113.2 million (US$1.6m) and was completed in October 2019. NDS Law Partners represented the new investor Seabright III.
Vertices Partners has also represented Nordic Microfinance Initiative on the round of investment in Svasti Microfinance, which also included investment from other existing investors and certain family offices. Nordic Microfinance provides access to credit and other financial services to people in low income segments of society. Managing partner Vinayak Burman led the firm’s team in the transaction, which was valued at approximately US$10 million and closed on November 6, 2019.