Allen & Gledhill has advised DBS Bank, as the arranger and dealer, on the establishment by Allgreen Treasury of a S$2 billion (US$1.46b) multicurrency debt issuance programme, guaranteed by Allgreen Properties. The firm also advised DBS, as sole lead manager and book-runner, on the issue of S$250 million (US$182.4m) 3.15 percent notes due 2025 under the programme. Deutsche Bank Singapore Branch was appointed principal paying agent, CDP registrar and CDP transfer agent. Deutsche Bank, acting through its Hong Kong Branch was appointed non-CDP paying agent, non-CDP registrar and non-CDP transfer agent. DB International Trust (Singapore) was appointed trustee. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also advised YTL Starhill Global Reit Management and Starhill Global Reit MTN on the establishment of the S$2 billion (US$1.46b) multicurrency debt issuance programme by HSBC Institutional Trust Services (Singapore), as trustee of Starhill Global Real Estate Investment Trust, Starhill Global Reit MTN and certain other wholly-owned subsidiaries of Starhill Global Reit. YTL Starhill Global Reit is the manager of Starhill Global Reit. Partners Ong Kangxin and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners is advising Visa on its Rs377.24 billion (US$5.3b) acquisition of 100 percent stake of Plaid. Partners Anu Tiwari and Vipul Jain are leading the firm’s team in the transaction, which was signed on January 13, 2020 and is yet to be completed.
AZB & Partners has also advised DFM Foods and its promoters on the acquisition by Advent of 73.7 percent stake in DFM. Partners Gautam Saha, Sachin Mehta and Dushyant Bagga led the firm’s team in the transaction, which was valued at Rs9.4 billion (US$132.2m) and was completed on January 15, 2020.
CNPLaw has acted for one of Japan’s leading fresh produce distributors on its more than S$30 million (US$21.9m) investment in equity and exchangeable debt in a Singapore fresh fruit wholesale trader. Partner Ken Chia led the firm’s team in the transaction, was finalised on November 29, 2019 and marks the client’s entry into the Singapore market.
CNPLaw has also acted for a Hong Kong-listed pharmaceutical company on its S$2 million (US$1.46b) investment, via the purchase of convertible notes by its investment arm, in a Singapore biotechnology company. The investment contributes towards the advancement of diabetes cell therapy research in Singapore, which is currently undertaken by the Singapore biotechnology company. Partner Ken Chia also led the firm’s team in the transaction, which was completed on December 5, 2019.
Davis Polk has advised Zai Lab on its follow-on offering of approximately US$300 million American depositary shares, representing 5.5 million ordinary shares by the company and 500,000 ordinary shares by its selling shareholder. The ADSs are listed on the Nasdaq. Zai Lab is a China and US-based innovative commercial stage biopharmaceutical company, focused on bringing transformative medicines for cancer, infectious and autoimmune diseases to patients in China and around the world. Partner Richard Truesdell Jr led the firm’s team in the transaction.
Davis Polk has also advised the initial purchasers on the Regulation S offering of US$300 million principal amount of 8.75 percent senior notes due 2021 by RongXingDa Development (BVI). The notes are guaranteed by Shenzhen-listed RiseSun Real Estate Development, a leading real estate developer in China, focusing on developing quality residential properties. Partner Gerhard Radtke led the firm’s team in the transaction.
Gibson, Dunn & Crutcher has advised 3B Scientific, a portfolio company of JH Whitney Capital Partners, on the acquisition of iSimulate. Based in Hamburg, Germany, 3B Scientific is the world’s leading manufacturer and marketer of anatomical models and medical simulation products for healthcare and patient education. Headquartered in Canberra, Australia, iSimulate is a leader in clinical education technology offering smart and cost-effective medical simulation solutions. The acquisition is anticipated to be consummated in the first quarter of 2020. Frankfurt finance partner Sebastian Schoon and US corporate partner Saee Muzumdar led the firm’s team in the transaction, while Clayton Utz also advised 3B Scientific and JH Whitney Capital Partners. Pepper Hamilton and MinterEllison advised iSimulate.
Gibson, Dunn & Crutcher is also advising New York-listed Celanese, a global chemical and specialty materials company, on its acquisition of Nouryon’s redispersible polymer powders business offered under the Elotex brand. As part of the acquisition, Celanese will acquire all of Nouryon’s global production facilities for redispersible polymer powders across Europe and Asia, all products under the Elotex portfolio, as well as all customer agreements, technology and commercial facilities globally. Elotex is one of the world’s leading manufacturers of redispersible polymer powders. Partners Jonathan Whalen (Dallas), Dirk Oberbracht (Frankfurt), Wilhelm Reinhardt (Frankfurt) and Fang Xue (Beijing), supported by partners James Chenoweth (Houston), Hans Martin Schmid (Munich), Krista Hanvey (Dallas), and Mark Zimmer (Munich), Christian Riis-Madsen (Brussels) and Jens-Olrik Murach (Brussels), are leading the firm’s team in the transaction, which is expected to close in the second quarter of 2020, subject to customary closing conditions, regulatory approvals and completion of the works council process.
Kanga & Co acted as the legal advisers to Excel Crop Care in the proposed amalgamation of Excel Crop Care, a leading manufacturer of crop protection chemicals in India with Sumitomo Chemical India, a wholly-owned subsidiary of the US$19.7 bn chemical giant, Sumitomo Chemical Company, Japan. Sumitomo Chemical Company, Japan and Sumitomo Chemical India Limited were part of the promoter and promoter group of Excel Crop Care. The transaction was a reverse merger wherein a listed company amalgamated with an unlisted company. Kotak Mahindra Capital Company acted as financial adviser to Excel Crop Care. KPMG India acted as project adviser to Excel Crop Care and Sumitomo Chemical India on tax and regulatory matters. DSK Legal and Pioneer Legal acted as legal advisers to Sumitomo Chemical India. Partners Preeti Mehta and Chetan Thakkar led the firm’s team on the transaction.
Maples and Calder has acted as Cayman Islands counsel to OneConnect Financial Technology on its IPO in New York of approximately 31.2 million American depositary shares, raising approximately US$312 million. OneConnect is a leading technology-as-a-service platform for financial institutions in China. Partner Lorraine Pao led the firm’s team in the transaction, while Cleary Gottlieb Steen & Hamilton acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to Morgan Stanley & Co, Goldman Sachs (Asia), JP Morgan Securities, Ping An of China Securities (Hong Kong), BofA Securities and HSBC Securities (USA), CLSA and KeyBanc Capital Markets, as the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to EHang Holdings on its IPO of 3.2 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. EHang Holdings is an autonomous aerial vehicle technology platform company. The offering, which closed on December 16, 2019, raised approximately US$40 million. Partners Greg Knowles and Richard Spooner led the firm’s team in the transaction, while Cooley acted as US counsel. Latham & Watkins acted as US counsel to Morgan Stanley & Co, as the representative of the underwriters.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising CIIC Group on its S$4 million (US$3m) equity investment in Swee Hong, via a restructuring proposal which includes a debt write-off pursuant to a creditors’ scheme. Partners Danny Lim and Cynthia Wu are leading the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is also advising TEE International on its S$50.62 million (US$37m) disposal of shares in its subsidiary, TEE Land, to Amcorp Supreme. Consequent to the disposal, Amcorp Supreme has launched a pre-conditional mandatory general offer for TEE Land at S$0.179 (US$0.13) per share, which values the company at S$80 million (US$58.4m). Partner Danny Lim is leading the transaction.
S&R Associates has represented C&S Electric, a leading manufacturer of electrical and electronic equipment, and its promoter shareholders on the sale of approximately 99 percent of equity shares to Siemens for approximately Rs21 billion (US$295.3m). Corporate partners Sanjeev Adlakha and Shivaji Bhattacharya and competition practice head Simran Dhir led the firm’s team in the transaction, which is subject to closing conditions, including approval of the Competition Commission of India.
Thanathip & Partners has advised Bangkok Commercial Asset Management (BAM) and Financial Institutions Development Fund on BAM’s IPO of approximately 1.8 billion shares, consisting of approximately 1.25 billion existing shares, 280 million newly issued shares and 230 million over-allotment option shares. BAM offered a Regulation S international offering of up to 207.25 million shares outside of Thailand, through UBS Hong Kong Branch as international placement agent, and a Thai offering of up to 1.33 billion shares in Thailand, through Kasikorn Securities and Trinity Securities as lead underwriters. The total value of the offering was approximately Bt30.9 billion (US$998m). Partner Thanathip Pichedvanichok led the firm’s team in the transaction, which is the biggest privatisation in Thailand and the largest IPO of a financial institution in Southeast Asia.
Thanathip & Partners is also advising LH Mall & Hotel, a subsidiary of Land & House, one of Thailand’s largest real estate developers, on the additional investment by LHHOTEL in one of its properties, the Grand Centre Point Sukhumvit 55, with the total value of approximately Bt4.3 billion (US$139m), to be followed by an additional fund raising by LHHOTEL through a public offering of not more than Bt3.3 billion new Reit units by the second quarter of 2020. Partner Chawaluck Sivayathorn Araneta led the firm’s team in the transaction.
The Capital Law Office has acted for Thanachart Capital and Thanachart Bank on a major business merger with TMB Bank to become the sixth largest bank in Thailand. The multi-faceted acquisition represents the Thai banking industry’s largest merger to date, with a transaction value of US$5.1 billion. Partners Chatri Trakulmanenate, Pakdee Paknara and Patraporn Milindasuta led the firm’s team in the transaction, which closed in December 2019.
The Capital Law Office has also acted for Thailand’s Government Savings Bank on the sale of its 25 percent interest in the issued share capital of Thanachart Fund Management (TFUND), to Prudential, an affiliate of Eastspring Investments (Singapore). At closing in December 2019, Prudential owned 50.1 percent of TFUND, while TBANK retained a 49 percent interest. Partners Chatri Trakulmanenate and Pakdee Paknara led the firm’s team in the transaction, which was valued at US$69.1 million.