Deals – December 16, 2015

Allen & Gledhill has also advised DBS Bank Ltd, Barclays Bank PLC Singapore Branch and ING Bank NV Singapore Branch as dealer managers and solicitation agents in respect of the launch of a tender offer by STATS ChipPAC Ltd to purchase for cash all of its outstanding US$200 million 5.375 percent senior notes due 2016 and US$611.152 million 4.5 percent senior notes due 2018 and the solicitation of consents from holders of the notes to release their rights in the common security and to certain proposed amendments to the indentures governing each series of notes. Partners Tan Tze Gay and Bernie Lee led the transaction.

Baker & McKenzie has advised China Jiuhao Health Industry Corp Ltd in respect of the issuance of approximately 6.84 billion subscription shares, raising gross proceeds of HK$547 million (US$70.6m). China Jiuhao Health is an investment holding company whose subsidiaries are involved in offline and online healthcare, wellness services and media business. Under the agreement, Huayi Brothers, Tencent and other investors, through their respective wholly-owned subsidiaries, entered into separate subscription agreements with China Jiuhao Health. The other major investor is Yunfeng Capital, founded by Jack Ma and David Yu. Upon completion, Huayi Brothers and Tencent will own approximately 33.85 percent whilst the other investors will own approximately 16.81 percent of the enlarged issued share capital of China Jiuhao Health. Hong Kong M&A partners Lawrence Lee and Christina Lee led the transaction.

Baker & McKenzie has also advised LKK Health Products Group Ltd in respect of its joint venture with Vanke Property (Hong Kong) Company Ltd for the acquisition of Shanghai Corporate Avenue 3 from Shui On Land Ltd for RMB5.7 billion (US$882.5m). Bayline Global Ltd, the JV formed between the respective subsidiaries of LKK and Vanke Property, is 90 percent owned by LKK and 10 percent owned by Vanke Property. Upon completion of the purchase, Vanke Property’s subsidiary V Capital will be the integrated asset manager of the property. Scheduled for opening at the end of 2015, Corporate Avenue 3 is a 24-floor grade A office tower with 23 leasable office floors and five floors of retail as well as close to 400 parking spaces. The property is situated at a prime commercial and business district of Shanghai. Hong Kong M&A partner Christina Lee led the transaction.

Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie in Singapore, has advised Oversea-Chinese Banking Corp Ltd as sole financial adviser, lead manager and placement agent in respect of Viva Industrial Trust’s equity fund raising of approximately S$110 million (US$78m), which comprises of a private placement of new stapled securities which raised around S$37.7 million (US$26.8m) and a preferential offering of new stapled securities which raised around S$72.3 million (US$51.4m). Principal Chen Yih Pong led the transaction.

Baker & McKenzie.Wong & Leow and Wong & Partners, the member firms of Baker & McKenzie in Singapore and Malaysia, respectively, have advised Axcelasia Inc in respect of its IPO on the SGX’s Catalist board. Axcelasia is a Malaysia-based integrated professional services group. PrimePartners Corporate Finance Pte Ltd is the sponsor, issue manager and placement agent in the offering. Principal Chen Yih Pong led the transaction from Singapore, working with partner Munir Abdul Aziz from Kuala Lumpur.

Clifford Chance has advised China Energy Engineering Corp Ltd (CEEC) in respect of its US$1.8 billion IPO. CEEC is one of the largest comprehensive solutions providers for the power industry in China and globally. Partner Tim Wang and US securities partner Fang Liu led the transaction.

Cyril Amarchand Mangaldas is advising AIA International Ltd in respect of its acquisition of an additional 23 percent stake in Tata AIA Life Insurance Company Ltd from Tata Sons Ltd, subject to receipt of regulatory approvals. Post the acquisition, AIA International will hold a 49 percent stake in Tata AIA Life Insurance. Mumbai corporate partner Ashwath Rau and competition law partner Nisha Kaur Uberoi are leading the transaction which is expected to close by 30 April 2016.

Dhir & Dhir Associates has advised IDFC Ltd in respect of India’s first ‘credit enhanced’ infrastructure bonds issued by Renew Wind Energy (Jath) Private Ltd for INR4.51 billion (US$67.5m). The bonds were partially guaranteed by India Infrastructure Finance Company Ltd and counter-guaranteed by the Asian Development Bank. Through credit enhancement, the subscribers are provided with reassurance that the issuer will honour the obligation through additional collateral, insurance, or a third party guarantee. IDFC is the sole arranger and underwriter to these bonds. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Kotak Mahindra Bank Ltd in respect of the up to INR2.6 billion (US$40m) financial assistance to ReNew Wind Energy (Shivpur) Private Ltd for its 49.5 MW wind-based power project in Vaspeth, Sangli District, Maharashtra. Partner Girish Rawat also led the transaction.

Dorsey & Whitney’s Hong Kong office has acted as US, Hong Kong and English laws counsel for HKSE-listed PRC property developer Powerlong Real Estate Holdings Ltd in respect of its issuance on 19 November 2015 of US$200 million high yield bonds due 2018. The issuance was arranged by Guotai Junan, Bank of America Merrill Lynch and Credit Suisse. Partner Joe Sevack, assisted by partners Steve Nelson, John Chrisman, Eden McMahon and Chris McFadzean, led the transaction.

Herbert Smith Freehills has advised in respect of the acquisition, via a Singapore holding company, of a majority stake in Myanmar Tower Company (MTC), a leading telecoms infrastructure company in Myanmar, by edotco Group, a subsidiary of Malaysian telecoms giant Axiata Group. The deal is the largest ever cross-border M&A deal in Myanmar and also required the first regulatory approvals in Myanmar for a telecoms sector acquisition. Closing the acquisition solidifies edetco’s position as the first and leading telecoms infrastructure provider in Asia. Axiata Group issued a US$500 million Wakala Sukuk Islamic bond to fund the transaction, the largest-ever corporate bond issued with proceeds to be invested into a Myanmar towers business. Partners Nicola Yeomans and Mark Robinson, head of the tech, media and telecoms practice in Southeast Asia, supported by finance partner Adrian Cheng and head of Asia competition Mark Jephcott, led the transaction.

HSA Advocates has advised PTC India Financial Services Ltd in respect of the INR2.85 billion (US$15m) financing of a 50 MW wind-based power project being set up in Betul District of Madhya Pradesh and the INR113 million (US$1.7m) financing of a 2 MW solar power project being set up in Punjab. Both transactions were led by managing partner Hemant Sahai and associate partner Nilesh Chandra.

Khaitan & Co has advised Compassvale Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Private) Ltd, in respect of the acquisition of a 2 percent stake in ICICI Prudential Life Insurance Company Ltd for approximately US$100 million. Temasek is an investment company based out of Singapore with international offices in New York, London, Latin America and across Asia. Partner Aakash Choubey and associate partner Mayank Singh, supported by executive directors Daksha Baxi and Nihal Kothari, led the transaction.

Khaitan & Co has also advised Alkem Laboratories Ltd in respect of its proposed IPO. Alkem is a leading Indian pharmaceutical company with global operations engaged in the development, manufacture and sale of pharmaceutical and neutraceutical products. For fiscal year 2015, it was the fifth largest pharmaceutical company in India in terms of domestic sales. Executive director Sudhir Bassi and partner Abhimanyu Bhattacharya led the transaction.

Kirkland & Ellis is acting for Shanghai-listed China Grand Automotive Co Ltd in respect of its proposed US$1.5 billion acquisition, thru a pre-conditional voluntary cash partial offer, of a maximum of 75 percent of the issued share capital of HKSE-listed Baoxin Auto Group Ltd. The transaction constitutes a major asset restructuring of China Grand Automotive pursuant to the rules and regulations issued by the China Securities Regulatory Commission and the Shanghai Stock Exchange, which added a technical complexity due to the differences in disclosure requirements between the Shanghai and Hong Kong stock exchanges. Hong Kong corporate partners Nicholas Norris and Joey Chau led the transaction which was announced on 11 December 2015.

Luthra has advised Religare Enterprises Ltd in respect of the sale of Religare’s stake in leading Indian insurer AEGON Religare Life Insurance Company to the Times Group. AEGON Religare’s chief shareholders are Religare, the AEGON Group and Bennett, Coleman & Co Ltd (BCCL), with Religare as its largest shareholder. Religare exited from AEGON Religare through the sale of its 44 percent stake to BCCL–the Times Group. Simultaneous with the stake sale, BCCL was required to sell 23 percent stake in AEGON Religare to AEGON. The deal marks one of the earliest successful increases in FDI in Indian insurance companies, post the change in law which allowed for a higher ceiling in FDI in the Indian insurance sectors. With this deal, Religare finally exited from the life insurance venture whilst AEGON is now the single largest shareholder in AEGON Religare at 49 percent. Total consideration receivable by Religare for the transaction was INR971.45 crores (US$145m). Partner Alina Arora led the transaction.

Mayer Brown JSM has advised Ten Pao Group Holdings in respect of its global offering and listing on the HKSE on 11 December 2015. Headquartered in Huizhou, Guangdong Province, China, Ten Pao Group is a one-stop manufacturer of switching power supply units with more than 30 years’ experience in the power supply industry. Corporate & Securities partner Billy Au led the transaction.

Norton Rose Fulbright has advised SCMP Group Ltd in respect of the HK$2.06 billion (US$265.8m) sale of its media business to Alibaba Investments Ltd, a wholly-owned subsidiary of Alibaba Group Holding Ltd. Apart from the flagship South China Morning Post newspaper, the agreement includes the disposal of the magazine, recruitment, outdoor media, events & conferences, education and digital media businesses of the group. Besides the broadsheet, other SCMP titles include the Sunday Morning Post, its digital platform SCMP.com and related mobile apps, and the two Chinese websites Nanzao.com and Nanzaozhinan.com. The acquisition also includes a portfolio of magazine titles, including HK Magazine and the Hong Kong editions of Esquire, Elle, Cosmopolitan, The PEAK and Harper’s BAZAAR. Following the sale, SCMP will continue to be listed on the HKSE with a focus on property investment. Hong Kong partner Jon Perry led the transaction which constitutes a very substantial disposal for the SCMP under HKSE listing rules and is subject to shareholder approval.

Rajah & Tann Singapore has acted for the Royal and Sun Alliance Insurance Plc (RSA) in Singapore in respect of the S$200 million (US$142m) sale and transfer of its book of insurance business to Allied World Assurance Company Ltd. The transaction culminated in RSA successfully obtaining the High Court of Singapore’s confirmation of the scheme of transfer for an effective date of transfer on 1 April 2015. Partners Simon Goh, Wang Ying Shuang and Benjamin Teo led the transaction.

Shardul Amarchand Mangaldas & Co has acted as Indian counsel to Blackstone Capital Partners (Singapore) VI FDI Two Pte Ltd and Blackstone Family Investment Partnership (Singapore) VI-ESC FDI Two Pte Ltd as selling shareholders in respect of SH Kelkar and Company Ltd’s IPO, pursuant to which the Blackstone entities offered approximately 13.2 million equity shares as part of the offer for sale. The IPO involved the sale of approximately 28.2 million equity shares aggregating to approximately INR5 billion (US$74.7m). It comprised of a fresh issue of INR2.1 billion (US$31.4m) and an offer for sale of INR2.98 billion (US$44.5m) by the Blackstone entities and Prabha Ramesh Vaze. Partner Prashant Gupta, assisted by partner Sayantan Dutta and principal associate Manjari Tyagi, led the transaction which closed on 9 November 2015. DSK Legal acted as Indian counsel to SH Kelkar. Khaitan & Co and Jones Day acted as Indian and international counsels, respectively, to JM Financial Institutional Securities and Kotak Mahindra Capital Company Ltd, the book-running lead managers.

Shearman & Sterling has advised Star Petroleum Refining Public Company Ltd (SPRC), the Thai refining unit of Chevron Corp, in respect of a β12.9 billion (US$359m) IPO and listing on the Stock Exchange of Thailand, which included a Rule 144A and Regulation S international offering. PTT Public Company Ltd was the selling shareholder and has retained a small stake in the company, whilst Chevron remained as the majority shareholder. Bank of America Merrill Lynch and Morgan Stanley & Co International plc were the international underwriters of the offering. Hong Kong capital markets partner Matthew Bersani led the transaction.

Shook Lin & Bok has acted as Singapore counsel to French hotel group Accor SA in respect of its US$2.9 billion acquisition and takeover of FRHI Holdings Ltd, the company that owns three global luxury hotel brands: Fairmont, Swissôtel and Raffles. Partners David Chong and Chew Mei Choo are leading the transaction.

Simmons & Simmons has advised Blue Sky Power Holdings Ltd in respect of its issuance of HK$200 million (US$25.8m) convertible bonds. Partner Jay Lee led the transaction.

Simpson Thacher is representing the Special Committee of the Board of Directors of Homeinns Hotel Group, a leading economy hotel chain in China, in respect of a proposed going private transaction by a consortium comprised of BTG Hotels (Group) Co Ltd, a PRC joint stock company listed on the Shanghai Stock Exchange, Poly Victory Investments Ltd, Ctrip.com International Ltd and certain directors and officers of Homeinns. Homeinns entered into a definitive merger agreement which is expected to close in the first half of 2016 and is subject to customary closing conditions, including receipt of the requisite approval of the merger by the Homeinns and BTG Hotels shareholders. M&A partner Katie Sudol is leading the transaction.

Skadden is acting as US counsel to the buyer group in respect of a definitive agreement and plan of merger between BTG Hotels Group and Homeinns Hotel Group. The buyer group consists of BTG Hotels; its subsidiary Poly Victory Investments Ltd; Ctrip.com International Ltd; Neil Nanpeng Shen, co-founder and co-chairman of the Board of Directors of Homeinns and co-founder and director of Ctrip; James Jianzhang Liang, co-founder and director of Homeinns and co-founder, chairman of the Board and CEO of Ctrip; and David Jian Sun, CEO and director of Homeinns. BTG Hotels is a PRC state-owned-enterprise listed on the A-share market in China whilst Nasdaq-listed Ctrip is a leading travel service provider in China. Pursuant to the merger agreement, BTG Hotels and other members of the buyer group will acquire Homeinns for a purchase price that values Homeinns at approximately US$1.7 billion. Partners Julie Gao, Michael Gisser, Clive Rough and Will Cai are leading the transaction which was announced on 7 December 2015.

Skadden is also acting as US counsel to Baihe Network Co Ltd in respect of an agreement and plan of merger, thru its wholly-owned subsidiaries LoveWorld Inc and FutureWorld Inc, with NASDAQ-listed Jiayuan.com International Ltd, China’s largest online dating platform operator. The deal values Jiayuan at approximately US$250 million. Partner Peter Huang is leading the transaction which was announced on 7 December 2015.

Sullivan & Cromwell is representing The Priceline Group Inc (US) in respect of its agreement to invest an additional US$500 million in Ctrip.com International Ltd (China). Corporate partners Brian E Hamilton (New York) and Garth W Bray (Hong Kong) are leading the transaction which was announced on 10 December 2015.

Trilegal is advising Alstom in respect of a first of its kind contract awarded by the Ministry of Railways of the Government of India under the ‘Make in India’ initiative for setting up a factory at Madhepura, Bihar to manufacture and supply 800 electric locomotives to the Ministry of Railways. The project also includes the development and operation of maintenance depots at Saharanpur, Uttar Pradesh and Nagpur, Maharashtra for maintenance of the electric locomotives. Partners Anand Prasad and Saurabh Bhasin led the transaction which was valued at approximately €3.5 billion (US$3.8b).

Trilegal has also advised CLSA Capital Partners (HK) Ltd in respect of its approximately INR660 million (US$9.88m) investment in Holisol Logistics Private Ltd thru primary investment by subscribing to the cumulative compulsorily convertible preference shares of Holisol Logistics and secondary purchase of equity shares of Holisol Logistics from promoters Rahul S Dogar, Naveen Rawat and Manish Ahuja and existing investor Datavision Systems Private Ltd. Partners Sridhar Gorthi and Kunal Chandra led the transaction which closed on 8 December 2015. Holisol Logistics was advised by Desai & Diwanji led by partner Raghav Mathur.

Weerawong C&P has represented PTT Public Company Ltd in respect of the divestment of its 30.6 percent stake in Star Petroleum Refining Company Ltd (SPRC) by selling 1.24 billion shares worth β11.18 billion (US$311.5m) in the IPO of 1.44 billion shares worth β12.96 billion (US$361m). PTT offered 86 percent of the total offering size under Thailand’s Securities and Exchange Commission regulations and the listing of shares on the Stock Exchange of Thailand (SET), as well as an international offering under Rule 144 A/Regulation S of the US Securities Act. SPRC is Thailand’s last refinery company to list on the SET. After the offering, PTT’s shareholding is reduced from 36 percent to 5.4 percent while Chevron holds 60 percent of shares of SPRC. The offering closed on 3 December 2015 and the first trading day on the SET was on 8 December 2015. Executive partner Peangpanor Boonklum led the transaction.

Weil has represented Boyu Capital Management Ltd, as a member of a consortium including Ally Bridge Group Capital Partners and Dr Ge Li, the founder, chairman and CEO of WuXi PharmaTech (Cayman) Inc, in respect of the consortium’s US$3.3 billion take private for WuXi, a global contract R&D services provider serving the pharmaceutical and biotechnology industries. Asia managing partner Akiko Mikumo led the transaction.