Allen & Gledhill has advised The Hongkong and Shanghai Banking Corporation, DBS Bank, Malayan Banking Singapore Branch and Sumitomo Mitsui Banking Corporation Singapore Branch, as the arrangers, on the S$1.25 billion (US$909.4m) term loan facilities to Ho Bee (One-North). The proceeds of the facilities are to be applied towards, inter alia, refinancing the existing facilities. Partner Lim Wei Ting led the firm’s team in the transaction.
Ashurst has advised Mercuria Investment and its concert parties on the successful defence of the hostile takeover offer for Hong Kong-listed Spring Reit made by PAG. Mercuria Investment is a private equity firm based in Japan. Mercuria Investment and its concert parties are the largest shareholding group and owner of the manager of Spring Reit. PAG is an Asian-based alternative investment management group. This is a very rare example of a hostile takeover offer in Hong Kong and the first hostile offer for a Hong Kong-listed Reit. Hong Kong partner Chin Yeoh led the firm’s team in the transaction.
AZB & Partners has advised Bain Capital Private Equity on the Rs46 billion (US$636m) acquisition by BCPE Max Dutch Bidco of 100 percent of the issued share capital of DSM Sinochem Pharmaceuticals and Gist-Brocades International. Partners Nandita Govind and Anisha Shridhar led the firm’s team in the transaction, which was signed on June 29, 2018 and completed on October 31, 2018.
AZB & Partners has also advised Hero Cycles on the acquisition by Godrej Properties, its affiliates and APG of equity stake in Munjal Hospitality from Hero Cycles. Senior partner Hardeep Sachdeva and partner Abhishek Awasthi led the firm’s team in the transaction, which was signed on November 19, 2018 and is yet to be completed.
Clifford Chance has advised L Catterton Asia on its significant investment in Will’s Group, the holding company of Will’s Fitness, China’s leading provider of membership-based fitness facilities and services, with more than 130 fitness clubs across 12 cities. The investment will help accelerate the growth of Will’s Fitness in the premium fitness sector. L Catterton Asia is the Asian unit of the largest consumer-focused private equity firm in the world, formed through the partnership of Catterton, LVMH and Groupe Arnault. China co-managing partner Terence Foo and Singapore partner Melissa Ng led the firm’s team in the transaction.
Clifford Chance has also advised iDreamSky Technology Holdings on its US$107 million IPO and listing in Hong Kong. Shenzhen-based iDreamSky is a leading publisher of mobile games, such as Gardenscapes, Temple Run 2 and Subway Surfer, and a key player in the digital entertainment industry in China. China co-managing partner Tim Wang, supported by partners Amy Lo and Liu Fang, led the firm’s team in the transaction, while Maples and Calder (Hong Kong), with a team led by partner Richard Spooner, acted as Cayman Islands counsel and Han Kun Law Offices acted as China counsel. Kirkland & Ellis and Grandall Law Firm acted as Hong Kong and US counsel and China counsel, respectively, to Credit Suisse, China Merchants Securities, CICC, SPDB, Haitong Securities and Futu Securities, as the underwriters.
Cyril Amarchand Mangaldas has advised Hindustan Unilever (HU) on its scheme of amalgamation with GlaxoSmithKline Consumer Healthcare (GSKCH) for the amalgamation of GSKCH with HU, in consideration for shares to be issued by HU to GSKCH shareholders. The transaction is subject to regulatory approvals, including from the CCI, the stock exchanges, SEBI, the jurisdictional benches of the National Company Law Tribunal, as well as the respective shareholders and creditors of the entities. The boards of directors of HU and GSKCH approved the scheme on December 3, 2018, and the closing of the transaction will occur after receipt of the regulatory approvals. Mumbai managing partner Cyril Shroff and corporate partners Nivedita Rao (Bangalore) and Ramgovind Kuruppath (Mumbai), supported by partners Ranjan Negi (New Delhi-intellectual property), Bharat Budholia (Mumbai-competition law) and Daksha Baxi (Mumbai head of taxation), led the firm’s team in the transaction. Baker & McKenzie advised Unilever UK. AZB & Partners, with a team led by partners Ajay Bahl, Ravi Prakash, Vinati Kastia and Daksh Trivedi, advised GSKCH, while Slaughter & May advised the GSK Group.
HSA Advocates has advised Hero Electric Vehicles and its promoters on its maiden fund raising from outside the Munjal family. India’s largest electric scooter maker Hero Electric Vehicles, which has 45 percent share of the country’s electric two-wheeler market, raised Rs1.6 billion (US$22m) from Mumbai-based portfolio manager Alpha Capital Advisers and Mauritius-based fund V’Ocean Investments to build its second factory, develop new products, acquire new technology and expand dealer network. Alpha Capital Advisers and V’Ocean Investments jointly acquired a 22 percent stake in Hero Electric Vehicles, by way of primary subscription of equity shares and compulsory convertible debentures. Senior partner Aparajit Bhattacharya, partner Harvinder Singh and associate partner Devika Chadha led the firm’s team in the transaction. Cyril Amarchand Mangaldas advised Alpha Capital Advisers and V’Ocean Investments.
J Sagar Associates has advised iSON Xperiences (formely iSON BPO), one of the largest outsourcing and customer experience partners operating in 14 countries in Africa and in India, on its structured loan and equity investment by Gulf Capital and AfricInvest. Gulf Capital, one of the largest and most active alternative asset management firms in the Middle East, and AfricInvest, a leading pan-African mid-cap-focused private equity firm, have partnered for the first time to provide a total debt and equity commitment of US$25.5 million each. Proceeds from the co-investment will be used for growth and working capital, as well as for acquiring shares from a minority investor. Partners Upendra Nath Sharma, Pallavi Puri, Divyanshu Pandey and Arpita Garg led the firm’s team in the transaction.
J Sagar Associates has also advised the State Bank of India on the listing of US$650 million green bonds and its US$10 billion medium term note programme in India. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the firm’s team in the transaction.
Khaitan & Co has advised Zydus Wellness on the preferential issue of approximately 7.2 million equity shares to True North Fund V and True North Fund VI for approximately Rs10 billion (US$138.3m), 723,589 equity shares to Pioneer Investment Fund for approximately Rs1 billion (US$13.8m), and approximately 10.7 million equity shares to Cadila Healthcare and Zydus Family Trust, part of Zydus Wellness’ promoter group, for approximately Rs14.75 billion (US$204m), in connection with raising funds for financing the acquisition of 100 percent stake in the Heinz India. A listed subsidiary of Calida Healthcare, Zydus Wellness spearheads the Zydus Cadila group’s presence in the consumer health segment. On the back of pioneering brands, such as Sugar Free, EverYuth and Nutralite, combined with innovations offering new benefits to consumers, Zydus Wellness has a strong brand equity in the consumer health and wellness segment in the FMCG sector. Executive director Sudhir Bassi and partners Bhavik Narsana, Arindam Ghosh and Madhur Kohli led the firm’s team in the transaction.
Khaitan & Co has also advised Dreamplug Technologies and Kunal Shah on the US$22.5 million primary investment, via Series A funding, by SCI Investments V (Sequoia), Ribbit Capital Mauritius IV, Gemini Investments, Ru-Net Investments, Anxa Holding and M Vision in Dreamplug Technologies. Dreamplug Technologies acts as a platform to disseminate coupons and vouchers of different brands to its user base and aggregate the credit card bill payment options through payment gateways. Partner Vineet Shingal led the firm’s team in the transaction.
Kirkland & Ellis has advised FountainVest Partners, as a member of an investor consortium, on a voluntary public tender offer for all the shares in Helsinki-listed Amer Sports, a Finnish sporting goods company with internationally recognised brands, including Salomon, Arc’teryx, Peak Performance, Atomic, Mavic, Suunto, Wilson and Precor. The transaction is valued at approximately €5.6 billion (US$6.34b). The investor consortium comprised Hong Kong-listed ANTA Sports Products, FountainVest Partners, an affiliate of Chip Wilson (founder of lululemon athletica inc) and Tencent Holdings. Corporate partners Daniel Dusek and Nicholas Norris, debt finance partners David Irvine and David Couper, and investment funds partners Justin Dolling and Jennifer Feng, led the firm’s team in the transaction.
L&L has advised Apollo Hospitals Enterprise (AHE) on the restructuring of its business, particularly the divestment of its front-end retail pharmacy business. The transaction involved investment by domestic investors Jhelum Investment Fund-I, Hemendra Kothari and ENAM Securities, by subscription of equity shares representing 74.5 percent of the share capital of Apollo Medicals. The remaining 25.5 percent of the share capital is to be held by AHE. Post such subscription, the transaction contemplated AHE’s divestment of its front-end retail pharmacy business into Apollo Pharmacies, a wholly-owned subsidiary of Apollo Medicals, to be accompanied by the execution of a long-term supply agreement between AHE and Apollo Pharmacies. Additionally, the companies agreed to enter into a brand licensing agreement, whereby Apollo Pharmacies would licence the Apollo Pharmacy brand to the front-end stores and online pharmacy operations. The transaction will lead to an infusion of approximately Rs1.07 billion (US$14.8m). Further, approximately Rs5.28 billion (US$73m) is paid for the divestment of the pharmacy business. Partners Sundeep Dudeja and Vaibhav Kakkar led the firm’s team in the transaction.
Maples and Calder (Hong Kong) has acted as BVI counsel to Shandong Iron and Steel Xinheng International Company on its issuance of US$450 million 8.5 percent guaranteed bonds due 2021. The bonds are guaranteed by Shandong Iron & Steel Group and are listed in Hong Kong. The guarantor is a leading steel producer in China. Partner Lorraine Pao led the firm’s team in the transaction, while Deacons acted as Hong Kong and English counsel to the issuer and guarantor. Linklaters acted as Hong Kong and English counsel to the joint lead managers.
Maples and Calder (Hong Kong) has also acted as BVI counsel to Yunnan Provincial Energy Investment Group on its issue of US$200 million 6.25 percent notes due 2021. Yunnan Provincial Energy invests in and manages energy, natural gas and coal energy businesses worldwide. Partner Derrick Kan led the firm’s team in the transaction, while Herbert Smith Freehills acted as English and Hong Kong counsel and Beijing Dentons Law Offices acted as China counsel. Linklaters acted as English and Hong Kong counsel while Jingtian & Gongcheng acted as China counsel to Citigroup, HSBC and BOC International, as the lead managers.
Mayer Brown has advised Sumitomo Metal Mining, acting in a consortium with its partner Sumitomo Corporation, on the US$1.2 billion acquisition from Teck Resources of a 30 percent indirect interest in Compañia Minera Teck Quebrada Blanca, which owns the Quebrada Blanca Phase 2 project, the second phase of the Quebrada Blanca copper mine in Chile. The consideration payable by Sumitomo Metal Mining and Sumitomo Corporation consists of an US$800 million earn-in contribution and a US$400 million matching contribution made through a jointly-held entity. Further supplemental payments will be made upon the mine achieving agreed throughputs and following a major project expansion. The initial proceeds of the transaction will be used to fund construction of the project, with the first production targeted for the second half of 2021. The mine is expected to produce 316,000 tonnes per annum of copper equivalent in the first full five years. Head of the Africa and mining practices Ian Coles (London), corporate and securities partners Rob Hamill (London) and Satoru Murase (New York), supported by corporate and securities partners Connor Cahalane (London), Rebecca Bothamley (London) and Thomas Moore (Houston), banking and finance partner Rachel Speight (London) and construction and engineering partner Jonathan Hosie (London), led the firm’s team in the transaction.
Skadden, Arps, Slate, Meagher & Flom & Affiliates has advised Cenova Capital, a leading sponsor of healthcare-focused private equity funds in China, on the closing of its first US dollar-denominated fund at US$240 million. Combined with Rmb2.1 billion (US$304.4m) from its fourth Rmb fund raised early this year, Cenova expects to invest over US$500 million into healthcare and life sciences companies in China in the next few years. Cenova’s US$ fund received support from its existing international investor base, including sovereign wealth funds, insurance and financial institutions, funds of funds, as well as multinational companies specialising across the healthcare value chain and in other industries.
White & Case has advised the Japan Bank for International Cooperation (JBIC) on its loan agreement with Takeda Pharmaceutical, amounting up to US$3.7 billion (JBIC’s portion), to finance part of the funds required for acquiring Shire in Ireland. The total amount required for acquisition is approximately £46 billion (US$57.8b). The loan is co-financed by private financial institutions, bringing the total co-financing amount to US$15.7 billion equivalent. Through the acquisition, Takeda aims to strengthen its gastroenterology and neuroscience areas, as well as establish a leading position in pharmaceuticals for rare diseases and plasma-derived therapies, which can accelerate transformation to a global R&D-driven pharmaceutical company headquartered in Japan. In addition, Shire has a large sales proportion in the US market, the largest market in the world and projected to continue to grow at a high rate. The acquisition will therefore drive further growth overseas and is expected to make Takeda one of the top ten pharmaceutical companies in the world, based on sales. Tokyo partners Toshio Dokei and Simon Collins, supported by London partners Philip Broke and Jacqueline Evans, led the firm’s team in the transaction.
Wong & Partners, the member firm of Baker McKenzie International in Malaysia, has advised Navis Capital Partners on the sale of its controlling interest in Alliance Cosmetics Group to Tokyo-listed Mandom, a manufacturer and distributor of hair care, skin care, cosmetics and fragrances based in Japan. Alliance is a leading colour cosmetic business in Southeast Asia, with headquarters in Malaysia and a brand presence spanning Malaysia, Singapore, Indonesia, Brunei, Philippines, Vietnam and Indochina. It distributes a full range of colour cosmetics, hair colour and fragances under the “SILKYGIRL” brand and also distributes third party personal care products. Partner Stephanie Phua led the firm’s team in the transaction, which was signed on November 22, 2018.
WongPartnership has advised Dymon Asia Private Equity (SE Asia) Fund II on its investment in Meiban, a leading injection molding company producing high quality injection molded plastic products for multinational customers in consumer electronics, business and IT equipment and medtech industries. Partners Andrew Ang, Christy Lim and Anna Tan led the firm’s team in the transaction.