Deals – February 4, 2015

Allen & Gledhill has advised United Overseas Bank Ltd in respect of the HK$1.2 billion (US$154.75m) secured term loan facility to Prolific Rainbow Ltd for the acquisition of the entire issued share capital of a special purpose vehicle which ultimately owns Laguna Plaza in Hong Kong. Prolific Rainbow is a wholly-owned subsidiary of Fortune REIT. Partners Jafe Ng and Daselin Ang led the transaction.

Allen & Gledhill has also advised United Overseas Bank Ltd as arranger, Deutsche Bank AG Singapore Branch as principal paying agent and DB International Trust (Singapore) Ltd as trustee for holders of the notes in respect of the establishment of a S$200 million (US$147.8m) multicurrency medium term note programme by OKH Global Ltd and OKH Capital Pte Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.

Appleby has acted as Bermuda and BVI counsel to Krystal Light Investment Ltd, a subsidiary of InfraRed NF China Real Estate Fund II (A) LP, in respect of the issuance of US$20 million 20 percent secured notes due 2018. Guaranteed by Cheung Wo International Holdings Ltd, a Bermuda incorporated company listed on the HKSE, the notes were secured through certain subsidiaries of Cheung Wo. The subscriber was a subsidiary of InfraRed. Cheung Wo is principally engaged in property development and investment in China, as well as film businesses. InfraRed is a fund sponsored by InfraRed Capital Partners and Nan Fung Group. Hong Kong-based senior associate Rupen Shah led the transaction whilst Linklaters acted as onshore counsel.

AZB & Partners is advising International Finance Corp, an international organization which includes the Republic of India, in respect of its acquisition of approximately 4.6 million compulsorily convertible preference shares of Aditya Birla Customer Services Private Ltd, a private company incorporated under the laws of India engaged in providing personal financial services through its online portal www.myuniverse.co.in. Partner Gautam Saha is leading the transaction which is valued at approximately US$9.5 million and is yet to be completed.

AZB & Partners is also advising TPG Asia VI SF Pte Ltd – Manipal Health Enterprises Pvt Ltd in respect of its proposed acquisition of up to 24.75 percent of the equity share capital of Manipal Health Enterprises Pvt Ltd (MHEPL) on a fully diluted basis. Further, in a contemporaneous transaction, MHEPL group company Manipal Health Services Pvt Ltd sought to transfer certain real estate assets to MHEPL by way of a demerger. Since the acquisition and demerger were inter-connected transactions, they were jointly notified to the Competition Commission of India for approval. Partner Samir Gandhi is leading the transaction.

Baker & McKenzie is advising The Link Management Ltd, manager of The Link Real Estate Investment Trust (The Link REIT), in respect of The Link REIT’s successful HK$5.86 billion (US$756m) bid, thru a joint venture with Nan Fung, for approximately 6,843 square metres of government land in Kwun Tong, Kowloon. The JV, held 60:40 by The Link REIT and Nan Fung, respectively, intends to develop the land into a Grade-A office commercial complex comprising two office towers with retail elements and car-parks. Hong Kong/China real estate head Edmond Chan and Hong Kong/China REIT head Milton Cheng, supported by real estate partners May Lau and Debbie Cheung, are leading the transaction.

Cadwalader, Wickersham & Taft has advised All-Stars Investment Ltd as the lead investor in respect of the US$1.1 billion Series F financing of Xiaomi Corp. All-Stars is a fund that invests in the internet and consumer brand space in Greater China. Xiaomi is the third-largest smartphone maker in the world and the biggest in China. Asia managing partner Rocky T Lee led the transaction.

Cheung & Lee, in association with Locke Lord (HK), represented Time2U International Holding Ltd in respect of its HK$286 million (US$36.9m) IPO and listing on the Main Board of the HKSE on 30 January 2015. Time2U is a leading brand-owner and manufacturer of economic quartz analogue watches in China. Hong Kong partner Michael Fung led the Locke Lord team. Mayer Brown JSM advised Cinda International Capital as the sponsor.

Clifford Chance has advised Haitong International Finance 2015 Ltd, an offshore arm of Haitong International Securities, in respect of the issue of US$700 million 4.2 percent guaranteed bonds due 2020 unconditionally and irrevocably guaranteed by Haitong International Securities Group Ltd. Deutsche Bank, Haitong International, HSBC and Huatai Financial were the joint lead managers. HKSE-listed Haitong International is a subsidiary of Haitong Securities, mainland China’s second-largest securities firm which is listed in both Hong Kong and Shanghai. Partner Jean Thio, supported by Hong Kong partner Connie Heng, led the transaction.

ELP has advised M/s Yum Restaurants (I) Pvt Ltd in respect of its petition, with Nokia Solutions and Networks India Pvt Ltd and EI Dupont India Pvt Ltd, to the Delhi High Court questioning the interpretation by the Directorate General of Foreign Trade (DGFT) of the Foreign Trade Policy to exclude the petitioners from the benefit of the Served From India Scheme on the ground that they were subsidiaries of foreign companies. In its order dated 27 January 2015, the Court decided in favor of the petitioners, ruling that the expression “Served from India brand” is meant to accelerate growth in export of services from India. The purpose of granting incentive to Indian Service Providers is to incentivize export from India to strengthen such exports and ensure that larger quantum of services are outsourced or procured from India, the Court explained. The objective is to establish India as a brand and as a recognized destination for outsourcing of services, the Court finally stated. Managing partner Rohan Shah and partner Sonu Bhatnagar led the transaction. Nokia Solutions and Networks India was advised by PDS Legal whilst EI Dupont India was represented by Athena Law Firm.

Gibson, Dunn & Crutcher has represented John Keells Holdings PLC, Sri Lanka’s premier diversified blue chip corporate conglomerate, in respect of raising $US445 million to finance its Waterfront Development Project. John Keells’ subsidiary Waterfront Properties (Private) Ltd entered into the syndicated project development facility with Standard Chartered Bank which acted as arranger. Located in Colombo, Sri Lanka, the project will consist of a multi-use resort that includes a hotel, apartment complex, convention center, retail, entertainment facilities and office space. Singapore partner Jamie Thomas led the transaction which is reportedly the largest international borrowing by a Sri Lankan corporate in the country’s history. Standard Chartered Bank was represented by Allen & Overy.

J Sagar Associates has advised NYSE-listed Eaton Corp in respect of the indirect acquisition of The Oxalis Protection Technology India Private Ltd thru its acquisition of 100 percent stake in Oxalis Group Ltd (Oxalis), the holding company of Oxalis India. Headquartered in Stratford-upon-Avon, United Kingdom, Oxalis manufactures closed-circuit TV camera stations, public address / general alarm systems and other electrical products for the hazardous area, marine, and industrial communications markets. Eaton is a power management company providing energy-efficient solutions that helps its customers effectively manage electrical, hydraulic and mechanical power more efficiently, safely and sustainably. Partners Rohitashwa Prasad and Lalit Kumar led the transaction. Eaton was also advised by Baker & McKenzie whilst Oxalis Group was advised by UK-based Shakespeares Legal.

Khaitan & Co has advised Unify GmbH & Co KG in respect of Progility Plc UK’s acquisition of Unify Group’s entire shareholding in Unify Enterprise Communications Private Ltd. Unify India is the Indian arm of the Unify Group, a global communications software and services company. Associate partner Niren Patel led the transaction.

Khaitan & Co has also advised Holtzbrinck Publishing Group in respect of the Indian aspects of the merger between the majority of Macmillan Science and Education with Springer Science + Business Media. Georg von Holtzbrinck GmbH & Co KG is a Germany-based publishing holding company which owns publishing companies worldwide. Partner Rabindra Jhunjhunwala led the transaction.

Kirkland & Ellis is acting for HKSE-listed China Traditional Chinese Medicine Co Ltd in respect of its proposed US$1.34 billion acquisition of a 81.48 percent stake in Jiangyin Tianjiang Pharmaceutical Co Ltd, the largest manufacturer of concentrated traditional Chinese medicine granules in China, from seven sellers, including two Shanghai-listed CICC-affiliated funds, namely Shanghai Jiahua United Co Ltd and Guangdong Keda Clean Energy Co Ltd. Hong Kong corporate partner Frank Sun, supported by corporate partners David Yun and Joey Chau, led the transaction.

Mayer Brown JSM has advised Cinda International Capital Ltd as the sole sponsor, sole global coordinator and sole book-runner in respect of the approximately HK$286 million (US$36.9m) Time2U International IPO on the HKSE. Time2U International is a leading PRC brand-owner of economical quartz analogue watches and OEM manufacturer of quartz analogue watches. Founded in 1994 initially as a manufacturer of watches and related products, the company designed its own watches under the Time2U and Jonquet brands in 2010 and subsequently launched a sub-brand Color in 2012 to target different segments of consumers. Corporate & Securities partner Billy Au led the transaction.

Minter Ellison has advised Altius Group Pty Ltd, a leading provider of workplace rehabilitation and injury management solutions, in respect of ASX-listed Austbrokers Holdings Ltd’s acquisition of 60 percent of Altius Group. Austbrokers is Australia and New Zealand’s leading equity-based insurance distribution, underwriting agency and risk services group. Altius provides its services to insurers, government, SMEs and national and multi-national organisations and has capabilities spanning occupational health and rehabilitation, psychological health and medical assessment services. The acquisition continues Austbrokers’ strategic diversification and places it as Australia’s leading full service insurance and risk services provider. M&A partner Ricky Casali led the transaction. Allen & Overy, led by partner Michael Parshall, advised Austbrokers.

Orrick, Herrington & Sutcliffe is advising US-based Johnson Controls Inc in respect of its definitive agreement with Hitachi Ltd and Hitachi Appliances Inc to form a global HVAC (heating, ventilating, and air conditioning) joint venture. Through the agreement, Johnson Controls will obtain a 60 percent ownership stake in Hitachi Appliances’ global HVAC business with annual sales of more than ¥300 billion (US$2.5b). With approximately 13,800 employees and 24 manufacturing plants around the world, the JV will build on the technology know-how, research and development leadership of both companies, as well as their expanding marketing channels. Tokyo managing partner L Mark Weeks and Tokyo M&A and private equity partner Edward “Ted” Johnson are leading the transaction which is expected to close later this year, subject to regulatory approvals and satisfaction of other customary conditions.

Vaish Associates is advising Jaiprakash Associates Ltd (JAL) in respect of an implementation agreement with UltraTech Cement Ltd (UTCL) wherein JAL agreed to transfer on a slump exchange basis two of its cement plants with aggregate grinding capacity of 4.9 MnTPA and 180 MW Captive Thermal Power Plants at Bela and Sidhi in Madhya Pradesh to UTCL by way of a court-sanctioned scheme of arrangement involving the Bombay High Court and Allahabad High Court. UTCL shall issue to JAL non-convertible debentures worth INR45.38 billion (US$733.3m) and non-convertible cumulative redeemable preference shares worth INR1 million (US$16,158), besides taking over debt and working capital aggregating to INR787 crores (US$127m). The proposed transaction is subject to the approval, among others, of the shareholders, creditors and the Competition Commission of India and sanctions of the Scheme of Arrangement by both High Courts. Mumbai partners Bomi F Daruwala and Martand P Singh are leading the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co, led by corporate partner Tushar Mavani and competition partner Nisha Uberoi, is advising UltraTech Cement Ltd.

WongPartnership is acting for leading South Korean energy company SK Innovation Ltd in respect of the termination of its €270 million (US$306m) joint venture with German car parts and tyre-maker Continental AG. Partner Ong Sin Wei is leading the transaction.

WongPartnership has acted for Raffles Education Corp Ltd in respect of the application to the SGX for clearance of the proposed spin-off listing of its wholly-owned subsidiary Oriental University City Holdings (HK) Ltd on the Growth Enterprise Market of the HKSE. Partners Annabelle Yip and Joseph He led the transaction.