Deals – December 9, 2015

Allen & Overy has also advised Baosteel Group Corp as keepwell provider and Baosteel Hong Kong Investment Company Ltd as issuer in respect of the issue of US$500 million three-year zero-coupon bonds exchangeable into H-shares of China Construction Bank Corp held by Baosteel Group. The transaction marks the first exchangeable bond where an SOE utilises the H-Shares (shares of companies incorporated in mainland China that are listed on the HKSE) it holds to support an offshore bond issuance and the first equity-linked deal with a credit enhancement feature. Partners Ji Zou (Shanghai) and John Lee (Hong Kong) led the transaction.

AZB & Partners is advising Kuwait Investment Authority (KIA) as subscriber and Citigroup Global Markets India Private Ltd as financial adviser to KIA in respect of the issue of subordinated foreign currency convertible bonds due 2075 to KIA by GMR Infrastructure Ltd. Partners Gautam Saha, Madhurima Mukherjee and Amrita Patnaik are leading the transaction which was valued at approximately INR19.5 billion (US$292m) and is yet to be completed.

Clyde & Co has advised NMC Health, the UAE’s largest healthcare provider, in respect of a US$189 million acquisition of a 51 percent shareholding in Fakih IVF Group, the Middle East’s market leader for IVF services. Fakih IVF currently operates centres in Abu Dhabi and Dubai with plans to expand within the UAE and the GCC region. Partner Abhi Jalan led the transaction.

Colin Ng & Partners has acted for transcosmos inc (TCI), a major Japanese business process outsourcing services group listed on the Tokyo Stock Exchange, in respect of the acquisition of 34.3 percent of the voting share capital of Anchanto Pte Ltd, a Singapore based e-commerce fulfillment company with sales channels to e-commerce retailers in ASEAN countries and India. The capital and business alliance will enable TCI to deliver its clients’ products to consumers through e-commerce retailers in ASEAN and India by integrating TCI’s global e-commerce one-stop services know-how with the e-commerce fulfillment capabilities of Anchanto. TCI delivers its clients’ products and services to consumers in 36 countries and aims to be the global business process outsourcing partner of its clients by providing them with high quality business process outsourcing services. Partner Bill Jamieson led the transaction whilst Chris Evans of Venture Counsel Law International acted as US counsel.

Conyers has advised Qatar Reinsurance Company Ltd, the established reinsurance subsidiary of the US$4.3 billion Qatar Insurance Company group, in respect of its re-domicile to Bermuda and its licensing by the Bermuda Monetary Authority as a Class 4 reinsurer. Michael Frith, Kent Smith and Jacqueline King led the transaction.

Cyril Amarchand Mangaldas has advised GRP Ltd in respect of a joint venture agreement with Marangoni SPA to create a partnership for commercial vehicle tyre retreading business in India. For that purpose, GRP and Marangoni have formed an Indian company under a 50:50 capital sharing. The parties shall also enter into brand licensing agreements, services agreement and supply agreements for carrying out the business of the company. Mumbai partners Vandana Shroff, Smruti Shah and Ankoosh Mehta led the transaction which was completed on 24 November 2015.

Cyril Amarchand Mangaldas is also advising the LyondellBasell Group in respect of its intended acquisition of the chemical business of Zylog Plastalloys Private Ltd in India. The acquisition includes the transfer of the whole business of manufacturing, distribution and sales of polypropylene compounds conducted by Zylog Plastalloys. NYSE-listed LyondellBasell Group is one of the world’s largest plastics, chemicals and refining companies and has an existing India presence. Mumbai partners Vandana Shroff, Anshuman Jaiswal, Ipsita Dutta and Nisha Kaur Uberoi are leading the transaction which was signed on 27 November 2015 and is expected to be completed in early 2016, subject to relevant regulatory approvals and clearances. Zylog Plastalloys is advised by AZB & Partners led by partners Bahram Vakil and Anand Shah.

Davis Polk is advising Beijing iRENA Culture Co Ltd in respect of its proposed acquisition of shares in Ourgame International Holdings Ltd from certain existing shareholders. Under the agreements, Beijing iRENA has conditionally agreed to acquire approximately 28.76 percent of Ourgame’s issue shares for approximately HK$1.38 billion (US$178m). The acquisition is subject to shareholder approval and a regulatory ruling. Beijing iRENA and its subsidiaries are principally engaged in the promotion of sporting events, provision of sports related leisure services, sports marketing and consultancy services in China. Its shares are listed on the China National Equities Exchange and Quotations System (more commonly known as the “New Three Board”). HKSE-listed Ourgame is a leading online card and board game developer and operator in China. Partner Paul Chow is leading the transaction.

Davis Polk has also advised the joint international and joint domestic coordinators, book-runners and lead managers in respect of Star Petroleum Refining Public Company Ltd’s (SPRC) β12.96 billion (US$360.5m) IPO and listing on the Stock Exchange of Thailand. The IPO consisted of approximately 1.44 million ordinary shares, of which approximately 60.4 million shares offered by SPRC and approximately 380.4 million shares offered by PTT Public Company Ltd were sold outside Thailand by the joint international coordinators under Rule 144A and Regulation S, and approximately 136.8 million shares offered by SPRC and approximately 862 million shares offered by PTT were sold inside Thailand by the joint domestic coordinators in a public offering registered with the Securities and Exchange Commission of Thailand. One of the leading petroleum product producers and refineries in Thailand, SPRC is an affiliate of Chevron South Asia Holdings Pte Ltd which owned over 60 percent of SPRC after the offering. Corporate partner William F Barron led the transaction.

Gibson, Dunn & Crutcher is representing PT Medco E&P Tomori Sulawesi in respect of a term facility agreement with PT Bank ANZ Indonesia, PT Bank DBS Indonesia, PT Bank Mandiri (Persero) Tbk, Standard Chartered Bank and Sumitomo Mitsui Banking Corp to refinance upstream gas operations in Senoro Field, Senoro-Toili PSC Block, Central Sulawesi. The five banks acted as joint mandated lead arrangers for the US$200 million term facility whilst Standard Chartered Bank acted as global coordinator. Singapore partner Jamie Thomas is leading the transaction which was signed on 24 November 2015.

J Sagar Associates is advising UPL Ltd and Advanta Ltd in respect of the merger of Advanta with UPL which holds approximately 48 percent shareholding in Advanta. The boards of directors for both companies have approved the scheme of amalgamation on 23 November 2015, subject to regulatory approvals. Kotak Mahindra and Citigroup are acting as the merchant bankers whilst BSR & Associates LLP acted as the independent valuer. Partners Lalit Kumar, Amitabh Kumar, Dheeraj Nair and Somasekhar Sundaresan are leading the transaction whilst Clifford Chance is acting as international counsel.

Khaitan & Co has advised Axel Springer Asia GmbH in respect of the proposed 100 percent acquisition by MXC Solutions India Private Ltd, operating under the domain name www.cartrade.com (MXC), of Automotive Exchange Private Ltd, operating under the domain name www.carwale.com (CW), from its existing shareholders Axel and CW founder Mohit Dubey. Partners Niren Patel and Rabindra Jhunjhunwala, assisted by partners Kumar Saurabh Singh, Anand Mehta, Bijal Ajinkya and Adheesh Nargolkar, led the transaction.

Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of the acquisition of an additional 23 percent stake in Reliance Life Insurance Company Ltd (RLIC) from Reliance Capital Ltd (RCAP) for US$ 341 million, taking its aggregate stake in RLIC to 49 percent (and its aggregate investment in RLIC to INR5,327 crores (US$798.2m). The biggest private life insurer in Asia and Japan and seventh-largest life insurer in the world, NLI manages nearly US$500 billion in assets, amongst the largest total assets in the world for any life insurer. Partner Niren Patel led the transaction.

King & Wood Mallesons has acted as US, PRC and Hong Kong counsel for Bank of Qingdao in respect of its US$607 million listing on the Main Board of the HKSE. Founded in November 1996, Bank of Qingdao is the largest city commercial bank in Shandong Province, China in terms of total assets, total loans, customer deposits and total equity. Beijing partners Xiaolei Yang, Zheng Su and Yuanyuan Li, Hong Kong partner Candy Chan and US Securities partner Christine Chen led the transaction.

Kirkland & Ellis has represented CITIC Capital as part of a consortium led by China Media Capital in respect of the consortium’s US$400 million acquisition of a minority interest in City Football Group Ltd, owner of the Manchester City Football Club. Hong Kong corporate partner Frank Sun led the transaction.

Maples and Calder has acted as Cayman Islands counsel to China ZhongDi Dairy Holdings Company Ltd in respect of its IPO and listing of approximately 391 million shares on the HKSE. The shares were offered at HK$1.20 (US$0.155) each, raising approximately HK$469 million (US$60.6m). The issuer is a dairy farming company producing premium raw milk in China. Partner Jenny Nip led the transaction whilst Paul Hastings acted as Hong Kong and US counsel. Sullivan & Cromwell acted as Hong Kong and US counsel for Morgan Stanley Asia Ltd and China Merchants Securities (HK) Co Ltd as the sponsors.

Norton Rose Fulbright has acted for Edra Global Energy Berhad in respect of its US$2.3 billion power assets’ portfolio sale to a subsidiary of China General Nuclear Power Corp. The transaction is the largest announced M&A transaction in Malaysia to date and one of the largest in the Asian power sector in 2015. The power assets portfolio consists of approximately 3,112MW in Malaysia and 2,482MW in Egypt, Bangladesh, Pakistan and the UAE. Edra is the second largest independent power producer in Malaysia and the largest independent power producer in Egypt. Partner Vincent Dwyer, head of Energy for Asia-Pacific, supported by partner Nick Merritt, London partner Dominic Stuttaford and Hong Kong partner James Rogers, led the transaction which was signed by Malaysian Prime Minister Najib Razak and Chinese Premier Li Keqiang on 23 November 2015 and is expected to close by February 2016.

Norton Rose Fulbright has also advised China Merchants Bank Financial Leasing Co Ltd in respect of a US$540 million structured sale and leaseback financing involving the two LNG floating storage regasification vessels GOLAR ESKIMO and mv GOLAR TUNDRA. The financing involved two subsidiaries of Golar LNG, a leading liquefied natural gas shipping company based in London and registered in Bermuda. The financing documents were signed on 4 November 2015 and on 19 November 2015, respectively. Both transactions closed simultaneously on 25 November 2015. Singapore partner Gervais Green led the transaction.

Rajah & Tann Singapore has acted for GLL IHT Pte Ltd as the issuer and GuocoLand Ltd as the guarantor in respect of GLL IHT’s updating of its multicurrency medium term note programme to increase the programme limit from S$1.5 billion (US$1b) to S$3 billion (US$2.15b). In addition to notes in bearer form, notes in registered form along with senior and subordinated perpetual securities may also be issued under the updated programme. Under the updated programme, the issuer may from time to time issue either notes (in bearer form or registered form) or perpetual securities (either senior or subordinated) in series or tranches, denominated in Singapore dollars or any other currency agreed between the issuer and the relevant dealers on the same or different issue dates. Partners Angela Lim and Tan Shu Fern led the transaction.

Rajah & Tann Singapore has also acted for DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd, Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corp and The Bank of Tokyo-Mitsubishi UFJ Ltd as the mandated lead arrangers and original lenders in respect of the refinancing of Senoko Energy Pte Ltd’s existing indebtedness. Senoko Energy owns the Senoko Power Station, the largest power station in Singapore. Partner Terence Choo led the transaction which was valued at approximately S$2.6 billion (US$1.86b).

Shardul Amarchand Mangaldas & Co has acted as India counsel to Alstom in respect of the sale of its stake in Alstom Bharat Forge Power Private Ltd to the GE Group. The transaction, which involved the sale of Alstom’s entire 51 percent shareholding in its joint venture with Bharat Forge Ltd to GE, was part of the global acquisition of the thermal and renewable power and grid business of Alstom by GE in various jurisdictions. In India the acquisition was consummated by gaining indirect control of two Alstom listed entities by GE and this direct transfer of shares of Alstom Bharat Forge Private Ltd. Partner Akila Agrawal led the transaction which closed on 26 November 2015. GE was advised by AZB & Partners and Slaughter & May. Alstom was also advised by Hogan Lovells.

Shook Lin & Bok has acted as Singapore counsel to Digicel Group Ltd in respect of the sale of its controlling 75 percent stake in Digicel Asian Holdings Pte Ltd, the indirect parent of its Myanmar tower operations, to edotco Group Sdn Bhd, a subsidiary of the Axiata Group. Digicel Group is a leading provider of wireless communications services in the Caribbean, Central America and Oceania regions, operating in 33 local markets. Established by Axiata in 2012, edotco Group manages 14,000 towers in countries like Malaysia, Bangladesh, Cambodia, Sri Lanka and Pakistan. Partner Ho Ying Ming led the transaction which was completed on 4 December 2015.

Simmons & Simmons has advised Hsin Chong Construction Group, one of the largest construction and property development companies based in Hong Kong, in respect of a US$100 million public issuance in a professional investors market of US dollars convertible bonds in November 2015. The transaction included an upsize option for the issuance of an additional US$30 million in convertible bonds. The firm also assisted on the listing of the convertible bonds and the listing of conversion shares on the HKSE. Debt capital markets partner Jay Lee led the transaction.

Simmons & Simmons has also advised SMI Holdings Group Ltd in respect of its US$184 million issuance of Hong Kong dollars convertible bonds. Partner Jay Lee led the transaction.

Slaughter and May, London and Hong Kong, is advising Standard Chartered plc in respect of its fully underwritten 2 for 7 rights issue to raise approximately £3.3 billion (US$5b) net of expenses. The shares will be listed on the Official List of the UK Listing Authority and traded on the regulated market of the London Stock Exchange and also listed on the HKSE. London corporate partners Nilufer von Bismarck, Robin Ogle and Tim Pharoah and Hong Kong corporate partners Laurence Rudge and Clara Choi, supported by partners Jan Putnis (financial regulation), Jonathan Fenn (employment and pensions) and Jeanette Zaman (tax), are leading the transaction. Sullivan & Cromwell, Cyril Amarchand Mangaldas and Blake, Cassels & Graydon are advising Standard Chartered on US law, Indian law and Canadian law, respectively.

Skadden is advising Xiaomi, a leading Chinese smartphone and consumer electronics internet company, in respect of a new 3G and 4G China patent license agreement with Qualcomm Inc, a leader in 3G, 4G and next-generation wireless technologies. The royalties payable by Xiaomi are consistent with the terms of the rectification plan submitted by Qualcomm to China’s National Reform and Development Commission. The agreement grants Xiaomi a license to use Qualcomm patents to develop, manufacture and sell 3G (WCDMA and CDMA2000) and 4G, including 3-mode (LTE-TDD, TD-SCDMA and GSM), devices. Hong Kong corporate partner Julie Gao is leading the transaction.

Sullivan & Cromwell is representing China Mobile Ltd in respect of its subsidiary CM TieTong’s (China) agreement with TieTong (China), a wholly-owned subsidiary of China Mobile Communications Corp, under which CM TieTong has agreed to acquire, and TieTong has agreed to sell, the target assets and businesses for RMB31.88 billion (US$5b). Hong Kong corporate partner Kay Ian Ng is leading the transaction which was announced on 27 November 2015 and is yet to be completed.

Sullivan & Cromwell has also represented C.banner International Holdings Ltd (Hong Kong) in respect of its acquisition of Ludendo Enterprises UK Ltd, owner of the iconic British toy store Hamleys. Hong Kong corporate partner Kay Ian Ng and London financing partners Presley L Warner and Chris Beatty led the transaction which was completed on 25 November 2015.

Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Innocorp Ventures Sdn Bhd in respect of its minority investment into Bioven International Sdn Bhd, a company involved in the development and commercialisation of an epidermal growth factor-pathway targeted immunization. Partners Andre Gan and Stephanie Phua led the transaction.

WongPartnership has acted for Citic Envirotech Ltd in respect of its establishment of a US$750 million multicurrency perpetual securities issuance programme and the inaugural drawdown of US$175 million 5.45 percent senior perpetual securities under the programme. Partner Goh Gin Nee led the transaction.

WongPartnership has also acted as special Singapore counsel for Wave Life Sciences Ltd, a Singapore-incorporated company, in respect of its IPO and listing on NASDAQ. The IPO involved an issuance of 6.37 million shares worth approximately S$143.5 million (US$102m). Partners Teo Hsiao-Huey, Gail Ong and Karen Yeoh led the transaction.