Allen & Gledhill has advised Puma Energy Holdings as Singapore guarantor on the issue of US$$750 million five percent senior notes due 2026 by Puma International Financing. Partners Michele Foo and Bernie Lee led the transaction.
Allen & Gledhill (A&G) and Rahmat Lim & Partners (RL&P) have provided Singapore law and Malaysia law advice, respectively, to Jacobs Douwe Egberts (JDE) and its wholly-owned subsidiary Jacobs Douwe Egberts Holdings Asia on the approximately M$1.47 billion (US$372.9m) pre-conditional voluntary conditional general offer to acquire all the issued ordinary shares of OldTown. A&G also advised on the IP due diligence on the IP assets of OldTown across 11 jurisdictions and conducted a detailed analysis of the coverage of its trademark rights in the markets. Partners Lee Kee Yeng, Daren Shiau, Elsa Chen, Serena Choo and Isaac Tung and RL&P partner Moy Pui Yee led the transaction.
AZB & Partners has advised the Godrej Group on the acquisition by Eranthus Developers, a group company of Godrej Group’s private equity arm, of 100 percent of the share capital (equity and compulsorily convertible preference shares) of NV Developers, a group company of New Vernon Capital. Partners Sai Krishna Bharathan and Monika Bhonsale led the transaction, which was valued at more than US$10 million and was completed on January 19, 2018.
AZB & Partners has also advised the Asian Development Bank on its sale of approximately 6.3 percent of the equity share capital of Renew Power Ventures to the Canada Pension Plan Investment Board. Partners Sai Krishna Bharathan and Ananya Sharma led the transaction, which was valued at approximately Rs9.2 billion (US$143m) and was completed on January 31, 2018.
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Colin Ng & Partners has advised the selling shareholders of a Singapore manufacturing company, with subsidiaries and operations in several parts of South East Asia, on the sale of 100 percent equity interests for more than S$50 million (US$37.8m). Partner Ken Chia led the transaction.
Freshfields has advised Prudential on its auction sale of 100 percent of Prudential Vietnam Finance, a Vietnam-based consumer finance business, for US$151 million. The purchaser is Shinhan Card, a subsidiary of the Shinhan Financial Group, and the sale is subject to regulatory approvals. Prudential and Shinhan have also agreed on a new long-term bancassurance partnership in Vietnam and Indonesia in connection with the sale. The Freshfields team advising on the deal was led by Hong Kong partner Edward Freeman.
J Sagar Associates has advised NCC on its recently concluded qualified institutions placement of equity shares. The QIP consisted of an issue of approximately 44.7 million equity shares at face value of Rs2 (US$0.03) each at Rs123 (US$1.91) per equity share, aggregating up to Rs5.49 billion (US$85.4m). Edelweiss Financial Services acted as the book-running lead manager. NCC is one of the largest construction companies in India, in terms of standalone revenues in fiscal year 2017, with more than three decades of experience in the construction space. The NCC group provides services across a diverse range of sectors, with presence across buildings and housing, roads, water and environment, irrigation, electrical, metals, mining and railways and has a pan-India presence with offices across India. Partners Vikram Raghani and Arka Mookerjee led the transaction.
J Sagar Associates has also advised Galaxy Surfactants on its recently concluded IPO of equity shares. The IPO was by way of an offer for sale of approximately 6.3 million equity shares by 307 existing shareholders at Rs1,480 (US$23.03) each, aggregating to Rs9.37 billion (US$145.8m). ICICI Securities, Edelweiss Financial Services and JM Financial acted as the book-running lead managers. Galaxy is one of India’s leading manufacturers of surfactants and other specialty ingredients for the personal care and home care industries. Currently, its product portfolio comprises over 200 product grades, which are marketed in over 70 countries. Partners Vikram Raghani and Arka Mookerjee led the transaction. AZB & Partners, led by partners Madhurima Mukherjee and Agnik Bhattacharyya, advised the book-running lead managers.
K Law has advised IL&FS Energy Development Company on its sale of two operating solar power projects in District Agar-Malwa, Madhya Pradesh to IDFC Alternatives for more than Rs1.02 billion (US$15.9m). Senior partner Pradeep Ratnam and associate partner Arjun Sharma led the transaction, which is expected to be completed in January 2019. Link Legal advised IDFC Alternatives.
Khaitan & Co has advised The Abraaj Group on its follow-on investment in BigBasket.com. The Abraaj Group is a private equity, venture capital and real estate investment firm specialising in early venture, seed, growth capital, emerging growth, mid venture, late venture, expansion capital, industry consolidation, mezzanine, subdebt, PIPES, buyouts, bridge, recapitalisation, infrastructure, and buy and build in mature companies in the fintech sector. Partner Aakash Choubey, assisted by partner Avaantika Kakkar, led the transaction.
Khaitan & Co has also advised IIFL Holdings on the proposed group restructuring through composite scheme of arrangement. The scheme, inter alia, provides for the amalgamation of India Infoline Media & Research Services with IIFL Holdings; demerger of the securities business undertaking of IIFL Holdings into India Infoline; demerger of the wealth business undertaking of IIFL Holdings into IIFL Wealth Management; amalgamation of India Infoline Finance with IIFL Holdings; and, transfer of the broking and depository participant business undertaking of IIFL Wealth Management to its wholly-owned subsidiary, IIFL Distribution Services, on a going-concern basis. Partners Haigreve Khaitan, Mehul Shah and Aakash Choubey, assisted by executive director Sudhir Bassi, partner Avaantika Kakkar and associate partners Peshwan Jehangir and Moin Ladha, led the transaction.
Majmudar & Partners has represented Fluidmaster, one of the world’s leading manufacturers of sanitaryware parts, on its proposed acquisition of a 51 percent interest in Fluidmaster Jindal Sanitaryware India, a manufacturer of sanitaryware parts. The proposed acquisition is at an enterprise value of Rs800 (US$12.45m), and is subject to necessary approvals and fulfillment of conditions precedent. Partner Rukshad Davar led the transaction. Kanth and Associates represented the Jindal entities, namely Jindal Sanitaryware, Jindal Plast India and J S Industries.
Maples and Calder (Hong Kong) has acted as BVI counsel to CICC Hong Kong Finance 2016 MTN on the update of its US$3 billion medium term note programme, guaranteed by China International Capital (Hong Kong) with the benefit of a keepwell deed provided by China International Capital. The transaction closed on January 10, 2018. Partner Matt Roberts led the transaction, while Linklaters acted as Hong Kong and English counsel. Allen & Overy acted as English counsel to China International Capital Corporation Hong Kong Securities, Citigroup Global Markets and Standard Chartered Bank as the arrangers.
Maples and Calder (Hong Kong) has also acted as BVI counsel to Tahoe Group Global on its issuance of US$200 million 7.875 percent notes due 2021 and US$225 million 8.125 percent notes due 2023 guaranteed by the Tahoe Group. Partner Derrick Kan led the transaction, which closed on January 17, 2018. Sidley Austin acted as US counsel to the issuer and the guarantor. Davis Polk & Wardwell acted as US counsel to the joint lead managers and joint book-runners.
Rajah & Tann Singapore is acting for OUE Lippo Healthcare on the proposed placement of 562.5 million ordinary shares in the share capital of OUE Lippo Healthcare to Browny Healthcare, a wholly-owned subsidiary of Itochu. The issue price of S$0.14 (US$0.106) represents a premium to the volume weighted average price on the last full market day prior to the company’s announcement. Partners Sandy Foo and Penelope Loh led the transaction, which was valued at S$78.75 million (US$59.5m).
Rajah & Tann Singapore has also advised BRC Asia on its S$46.99 million (US$35.5m) placement of new shares to strengthen its financial position and build up its war chest to capitalise on opportunities for strategic investments, acquisitions, alliances, joint ventures and/or expansion of businesses. The BRC Asia group engages in building construction, as well as the manufacture of basic iron and steel. Partner Danny Lim led the transaction.
Shardul Amarchand Mangaldas & Co has represented Matrimony.com before the Competition Commission of India against Google. On its decision dated January 31, 2018, the CCI found Google, Google Ireland and Google India to have abused their dominant position, in violation of Section 4 of the Competition Act, and imposed a penalty of Rs1.35 billion (US$21m) on Google. In addition, the CCI ordered Google to add a disclaimer to its commercial flights unit box and not enforce restrictive and abusive clauses in its search intermediation agreements. The CCI held that Google enjoys a dominant position in “online general web search” and “web search advertising services”. Further, the CCI held Google liable for abusing its dominance in three ways: first, placement of universal results before 2010 were pre-determined by Google and not based on relevance, which was unfair to the users; second, prominent display and placement of commercial flight unit, with link to Google’s specialised flight search service, is an unfair imposition and deprives users of additional choices; and third, prohibitions imposed on publishers under the negotiated search intermediation agreements are unfair, as these restrict their choice of partners. The decision concluded six years of proceedings against Google. The complaint to the CCI was made by Matrimony.com, a customer of Google’s services, while a second compliant against Google was filed by the Consumer Unity and Trust Society. Partner Naval Satarawala Chopra led the transaction.
Shardul Amarchand Mangaldas has also advised Emami on the acquisition of a 26 percent stake in Brillare Science. Founded in 2009 and based in Ahmedabad, Brillare Science produces hair and skin care products, and sells them to professional salons. It owns popular brands Brillare Science, Elementi Puro and Root Deep. As a part of the transaction, Emami agreed to subscribe to compulsory convertible preference shares of Brillare Science in two tranches, which upon conversion will result in Emami holding a 26 percent equity stake in Brillare Science. Bon Proximo acted as the financial advisers to Brillare Science. Partner Sakshi Mehra led the transaction, which was signed on February 5, 2018 and is subject to necessary approvals and fulfilment of certain conditions precedent.
Sullivan & Cromwell (Hong Kong) is representing Credit Suisse, as financial adviser to the independent committee of the board of directors of Alibaba Group (China), on Alibaba’s agreement to acquire a 33 percent equity interest in Ant Small and Micro Financial Services Group (China), pursuant to 2014 transaction agreements. Corporate partners Michael DeSombre (Hong Kong) and Stephen Kotran (New York) are leading the transaction, which was announced on February 1, 2018.
The Capital Law Office has represented TKS Technologies on the acquisition of all shares in Thai British Security Printing, through a tender offer with a transaction value of approximately Bt1.34 billion (US$42.5m). Partner Paradorn Leosakul led the transaction.
The Capital Law Office has also represented Canopus International and Indorama Ventures on the issuance and sale by Canopus of US$200 million zero coupon secured exchangeable bonds, exchangeable into Indorama ordinary shares outside the US, in reliance on Regulation S under the US Securities Act. The bonds were listed in Singapore. Canopus is a Mauritius parent company of Thailand-listed Indorama, a major global intermediate petrochemicals producer and one of the largest vertically integrated polyester value chain producers in the world. Morgan Stanley acted as the sole book-runner. Partner Chatri Trakulmanenate led the transaction.
Weerawong C&P has represented CPN Retail Growth Leasehold Property Fund (CPNRF by SCB Asset Management) on the conversion of CPNRF into a real estate investment trust, namely CPNReit, by the transfer of four department stores, namely CentralPlaza Rama 2, CentralPlaza Rama 3, CentralPlaza Pinklao and CentralPlaza Chiang Mai Airport. CPNReit made additional investments in CentralFestival Pattaya Beach and Hilton Hotel by obtaining Bt11.9 billion (US$377.7m) loans from financial institutions. The transfer of assets and the additional investment was valued at Bt46 billion (US$1.46b). After the conversion and such investment in January 2018, CPNReit became the largest real estate investment trust in Thailand. Partner Khemajit Choomwattana led the transaction.
Weerawong C&P has also represented Singapore-listed Thai Beverage (Thai Bev) on the US$4.83 billion acquisition of 53.59 percent of Vietnam-listed Saigon Beer Alcohol and Beverage (Sabeco) by Vietnam Beverage, an associated company of Thai Bev, from the Vietnam Ministry of Industry and Trade. This is the highest value privatisation and the highest value acquisition in Vietnam to date. The deal will enable the Thai Bev Group to expand in the region, increase product offerings, and will provide access to an extensive distribution network. The firm also advised on the financing for the acquisition. Vietnam Beverage and Beerco financed the purchase through a mix of its existing equity capital and loans from Thai and foreign banks. The financing comprised Bt20 billion (US$634.7m) of bilateral loan agreements from five major Thai banks, namely Bangkok Bank, Bank of Ayudhya, Kasikorn Bank, Krungthai Bank and Siam Commercial Bank, and US$1.95 billion from Mizuho Bank, as mandated lead arranger and book-runner, and Standard Chartered Bank as mandated lead arranger. Thai Bev provided a corporate guarantee of performance under the loan facility. This was the highest value financing in Thailand in 2017. Senior partner Weerawong Chittmittrapap and partners Sunyaluck Chaikajornwat, Samata Masagee and Passawan Navanithikul led the transaction.
Wong & Partners, a member firm of Baker McKenzie International, has advised SCG Packaging on its M$104.5 million (US$26.5m) acquisition of a 68.3 percent stake in Interpress Printers, through its wholly-owned subsidiary, SCGP Solutions (Singapore). The acquisition of Interpress Printers will assist SCG Packaging in adapting and enhancing its overall portfolio and expand its service business line, making SCG Packaging one of the top, full-packaging solutions providers in the Asean region. Interpress Printers primarily serves global quick service restaurant chains, and this will benefit SCG Packaging in meeting the rapid demand and development of its packaging solutions. Partners Adeline Wong and Stephanie Phua led the transaction, which was completed on January 22, 2018. Heng & Co advised the vendors.
WongPartnership is acting for tryb Group on the investment by Makara Innovation Fund to accelerate the development of tryB Group’s financial infrastructure platform for Asean. Partners Vivien Yui and Ong Sin Wei are leading the transaction.
WongPartnership is also advising Fu Yu on the proposed privatisation of its subsidiary, LCTH, through a selective capital repayment exercise. Partners Chan Sing Yee and Lydia Ong are leading the transaction.
If you wish to inform us of any competed deals, email us at thebriefing@inhousecommunity.com.
Deals submitted throughout the year will also be considered for our annual Deals of the Year round-up.
