Allen & Gledhill has advised Oversea-Chinese Banking Corporation, acting through its Sydney Branch, on the issue of A$500 million (US$342.5m) floating rate green notes due 2022, under its US$30 billion global medium term note programme. Partner Glenn Foo led the firm’s team in the transaction, which is the bank’s first green bond issuance.
Allen & Gledhill has also advised Auric Pacific Group on the S$80 million (US$59m) sale of its Food Junction business in Singapore and Malaysia to BreadTalk Group. Food Junction operates a network of 12 food courts in Singapore and three in Malaysia, with an additional food court scheduled to open in 2020 at The Mall, Mid Valley Southkey. Partners Prawiro Widjaja, Scott Clements, Eugene Ho, Eudora Tan, Shalene Jin, Tay Yong Seng and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners has advised NXP Semiconductors on its acquisition of Marvell Technology Group’s business division on a global basis, including the transfer of the assets of its Indian business. Partner Anand Shah led the firm’s team in the transaction, which was completed on December 6, 2019.
AZB & Partners has also advised Ecom Express and Eaglebay Investment, part of the Warburg Pincus group, on the acquisition by London-based CDC Group of compulsorily convertible preference shares and equity shares of Ecom’s post-closing share capital, on a fully diluted basis. Partners Anil Kasturi, Nandita Govind, Anisha Shridhar and Aditi Gopalakrishnan led the firm’s team in the transaction, which was valued at Rs2.6 billion (US$36.6m) and was completed on December 11, 2019.
Baker McKenzie is acting as Hong Kong and US law counsel to China Merchants on the global offering and listing of China Merchants Commercial Reit (CMC Reit) in Hong Kong on December 10, 2019. CMC Reit will primarily invest in commercial properties in the Greater Bay Area, Beijing and Shanghai, with its initial portfolio comprising five properties in Shekou, Shenzhen, with an aggregate value of Rmb6.68 billion (US$954.7m). Asia-Pacific Reit practice head Jeremy Ong and partners Ivy Wong, Dorothea Koo and Karen Man are leading the firm’s team in the transaction, which is the first Hong Kong Reit listing since 2013, and the first Hong Kong Reit listing by a Chinese state-owned enterprise since 2006.
Baker & McKenzie has also advised Mizuho Bank on the financing of Z Holdings’ take-over bid for Zozo. The bid closed on November 13, 2019, with acceptances for approximately 53 million shares of Zozo’s common stock at ¥2,620 (US$23.91) per share. As a result of the successful bid, Zozo became a consolidated subsidiary of Z Holdings. Tokyo banking and finance partner Shinichiro Kitamura led the firm’s team in the transaction.
Bird & Bird ATMD has advised Norwegian multinational telecom company Telenor Group on the merger of 701Search with online marketplace operator Carousell, in a part-cash, part-equity deal. The merger between Carousell and Telenor Group’s 701Search, which owns leading general classified sites Mudah in Malaysia, Cho Tot in Vietnam, and OneKyat in Myanmar, resulted in Carousell’s value rising to more than US$850 million. Following the merger, 701Search’s Singapore-based regional team will be fully integrated into Carousell. Mudah, Chotot and OneKyat will retain their individual brands and platforms, continuing their operations in Malaysia, Vietnam and Myanmar, respectively. Founded in 2012, Carousell has established itself as one of Southeast Asia’s fastest growing start-ups, with leading positions in Singapore and Hong Kong. UK partner Graeme Maguire and corporate partner Marcus Chow, supported by partners Seow Hui Goh (Singapore-employment), Michelle Chan (Hong Kong) and Beng Chai Tay (Singapore-corporate), working closely with its Malaysian co-operation firm, led the firm’s team in the transaction.
J Sagar Associates has advised Indiabulls Real Estate on the divestment to entities controlled by the Blackstone Group of its remaining 50 percent stake in each of its joint venture companies, namely Indiabulls Properties, Indiabulls Real Estate, Yashita Buildcon and Ashkit Properties. The divestment of assets is at an aggregate equity value of approximately Rs27.17 billion (US$383m). Indiabulls is also finalising the definitive documents with Blackstone for the divestment of its direct/indirect stake in companies holding assets/development at Worli, Mumbai, Sector 104 & 106, Gurugram and K G Marg, New Delhi. Indiabulls is selling its assets to achieve zero net debt at the end of the financial year. Partner Lamit Kumar led the firm’s team in the transaction. Blackstone was advised by Shardul Amarchand Mangaldas.
J Sagar Associates has also advised OFB Tech on raising Rs2.4 billion (US$33.8m) under its Series D investment round. Norwest Venture Partners was the lead investor, while Falcon Edge Capital and Matrix Partners were the participating investors. The transaction involved both primary and secondary acquisitions. Partners Lalit Kumar and Bharati Joshi led the firm’s team in the transaction. Norwest Venture Partners was represented by Shardul Amarchand and Co, while Falcon Edge Capital was advised by Goodwin Procter. Matrix Partners was advised by Rajaram Legal.
Khaitan & Co has advised Quadria Capital on its investment, through Nile II Investments Holding, in Asian Institute of Gastroenterology, by way of subscription to approximately US$52 million primary securities and purchase of shares from Samara Capital. Partner Mayank Singh led the firm’s team in the transaction.
Khaitan & Co has also advised Manjushree Technopack and its majority shareholder, Advent International, on the 100 percent acquisition, via a business transfer on a slump sale basis, by Manjushree Technopack of the entire business of National Plastics, a leading manufacturer of plastic sprayers and pumps. Partners Aakash Choubey and Aashutosh Sampat, assisted by partners Shailendra Bhandare (intellectual property) and Anshul Prakash (employment law), led the firm’s team in the transaction.
Kirkland & Ellis has represented SSG Capital Management, a leading alternative asset management firm focused on credit and special situations investing in Asia, on the closing of SSG Capital Partners V and its sidecar co-investment vehicle, securing commitments of over US$2.7 billion. The fund is SSG’s fifth closed-ended private credit fund targeting special situation and distressed investments in Asia. Investment funds partners Justin Dolling, Damian Jacobs and Jamie Hill, assisted by partners Josh Westerholm (investment funds), Phil Giglio (investment funds), Marguerite Lombardo (tax), Adam Skinner (financial services regulatory) and Elizabeth Dyer (employee benefits), led the firm’s team in the transaction.
L&L Partners has advised ArcelorMittal and Nippon Steel, two of the largest steel conglomerates in the world, on the US$7 billion acquisition of Essar Steel India, under the corporate insolvency resolution process conducted under the Insolvency and Bankruptcy Code 2016. Essar Steel India is one of the largest integrated steel producers in India. At 93 percent recovery of the debt extended by creditors, the resolution plan submitted by ArcelorMittal India provided the highest recovery offered to financial creditors, among the biggest non-performing asset accounts for banks in India referred to insolvency by the Reserve Bank of India. Essar Steel had a debt of over US$7 billion and, through this acquisition, its entire debt is proposed to be restructured and repaid by the acquirers. Senior partner Mohit Saraf, supported by partners Sudhir Sharma, Abhishek Swaroop, Late Sameen Vyas, Bikash Jhawar, Nipun Vaid, Priyanka Singh, Sundeep Dudeja, Apurva Jayant, Sachit Mathur, Abdullah Hussain, Rudresh Singh, and Rohit Raghavan, led the firm’s team in the transaction.
Maples and Calder has acted as BVI counsel to Amipeace on the update of its HK$20 billion (US$2.57b) medium term note programme, and its issuance of US$600 million 2.5 percent guaranteed notes due 2024 under the programme. The programme is guaranteed by Bank of China Macau Branch, and arranged by Bank of China, Bank of China (Hong Kong) and BOCI Asia, and listed in Hong Kong. The notes are guaranteed by the Bank of China Macau Branch, and listed in Hong Kong. The issuer is a wholly-owned subsidiary of Bank of China Group Investment. Karen Zhang Pallaras led the firm’s team in the transaction, which closed on December 5, 2019. Linklaters acted as English and Hong Kong counsel to the issuer. Allen & Overy acted as English counsel to the arrangers.
Maples and Calder has also acted as BVI counsel to Yichun Development Investment HaiTong on its issuance of US$300 million 4.2 percent credit-enhanced bonds due 2022, with the benefit of a keepwell deed provided by Yichun Development Investment Group, and an irrevocable standby letter of credit provided by Jiangxi Bank Yichun Branch. The bonds are listed in Hong Kong. The keepwell provider, with its consolidated subsidiaries, is the largest investment and financing platform for the management and operation of state-owned assets and construction of infrastructure facilities in Yichun City. Partner Derrick Kan led the firm’s team in the transaction, which closed on December 3, 2019. Freshfields Bruckhaus Deringer acted as English and Hong Kong counsel to the issuer. Latham & Watkins acted as English and Hong Kong counsel to Guotai Junan Securities (Hong Kong) and CMBC Securities, as the managers.
O’Melveny has advised Shanghai Kindly Medical Instruments on its HK$832 million (US$106.8m) IPO in Hong Kong. The global offering consists of 40 million offer shares of the company, before any exercise of the over-allotment option. The Hong Kong public shares were oversubscribed by more than 260 times. In addition, there is an over-allotment option, for a total projected offering size of HK$957 million (US$122.8m), should the over-allotment option be exercised in full. BOCOM International (Asia) is the sole sponsor. BOCOM International Securities and CMB International Capital are the joint global coordinators, joint book-runners and joint lead managers. Shanghai Kindly Medical Instruments is a leading Chinese cardiovascular interventional device manufacturer. Partners Ke Geng and Ke Zhu led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has advised Eco World Developer Holding Company on its joint venture agreement with S Hotels and Resorts, on a two-layer holding structure of two foreign entities incorporated in Seychelles and Maldives. The firm also advised on Eco World’s participation rights in a subsequent joint venture. Partners Chester Toh and Alroy Chan led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Coöperatieve Rabobank Singapore Branch and Standard Chartered Bank (Hong Kong) on the US$60 million cross border financing of the acquisition by a subsidiary of Thai conglomerate, Charoen Pokphand, of CP Lotus. Partner Nicholas How led the firm’s team in the transaction.
Shearman & Sterling has advised International Finance Corporation on the US$450 million financing of six wind power projects, also known as Super Six, which will be built in the Jhimpir wind corridor in Sindh province, Pakistan. The project achieved financial close on November 15, 2019. The Super Six projects is a first-of-its-kind program to build six wind power projects in Pakistan. The project will produce clean and low-cost power to meet the country’s critical demand for energy, and reduce reliance on expensive imported fossil fuels. With a combined capacity of 310MW, the Super Six plants will generate more than 1,000 gigawatt-hours of electricity annually and is expected to reduce approximately 650,000 tons of carbon dioxide emissions per year. Partner Bill McCormack (Singapore-project development and finance) led the firm’s team in the transaction.
Wong & Partners has advised F&N AgriValley, a wholly-owned subsidiary of Fraser & Neave Holdings (F&N), on the acquisition of 4,454 hectares of leasehold land in the Northern State of Perlis for M$156 million (US$37.6m). F&N acquired the land for the upstream insourcing of fresh milk to support existing downstream production and distribution of fresh milk products in Malaysia, enabling F&N to be less dependent on imported milk, while promoting the local agricultural industry. F&N intends to develop the lands, based on a sustainability agenda, using precision agronomy technology and good practices to reduce its overall carbon footprint. The firm also advised F&N on negotiating the conditional sale and purchase agreement entered into with MSM Perlis, a wholly-owned subsidiary of MSM Malaysia Holdings. Partner Hsian Siong Yong led the firm’s team in the transaction, which was signed on October 8, 2019.
Wong & Partners and HHP Law Firm, the member firms of Baker & McKenzie International in Malaysia and Indonesia, are advising Press Metal Aluminium Holdings (PMAH), the largest aluminium smelter in Southeast Asia, on its proposed US$80.23 million investment, via subscription of 25 percent of the enlarged share capital, in Bintan Alumina Indonesia (BAI). Prior to the subscription, BAI’s shareholders are Global Aluminium International (GAI), which owned 99 percent, and Mahkota Karya Utama (MKU), which owned one percent. Post subscription, PMAH will hold a 25 percent stake in BAI, GAI will hold 72.7 percent, and MKU will hold 2.3 percent. BAI produces alumina, and is currently constructing a one-million-tonne per annum alumina refinery plant in Galang Batang, Indonesia, with expansion for another one million tonnes. This subscription will provide PMAH with long-term supply of alumina, via the purchase of not less than 50 percent of alumina produced before completion of the project, and up to 1.5 million tonnes upon completion of the project. With this, reliance on third party suppliers for alumina needs will reduce considerably, providing stability for PMAH’s smelting operations. W&P partner Ee Von Teo, supported by HHP partner Daniel Pardede, led the firm’s team in the transaction.
WongPartnership is acting for Frasers Commercial Asset Management, as manager of Frasers Commercial Trust, on the proposed merger, via trust scheme of arrangement valued at S$1.54 billion (US$1.14b), between Frasers Logistics & Industrial Trust and Frasers Commercial Trust. Managing partner Ng Wai King and partners Hui Choon Yuen, Andrew Ang, Trevor Chuan and Audrey Chng led the firm’s team in the transaction.
WongPartnership has also acted for Mapletree Investments on the closing of MASCOT, a new Australian private commercial trust, at approximately A$654 million (US$448m) in total fund equity. Partners Low Kah Keong and Felicia Marie Ng led the firm’s team in the transaction.