Allen & Gledhill has advised ABJA Investment, a wholly-owned Singapore-incorporated subsidiary of Tata Steel, on the issue of US$300 million 4.45 percent notes due 2023 and US$1 billion 5.45 percent notes due 2028. Partners Glenn Foo and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Sawit Sumbermas Sarana, through its wholly-owned Singapore-incorporated subsidiary SSMS Plantation, on the issue of US$300 million 7.75 percent senior notes due 2023. Partners Glenn Foo and Sunit Chhabra also led the transaction.
Allen & Gledhill’s Myanmar office has advised TMH Telecom, as issuer, and Myanmar Securities Exchange Centre, as sole book-runner, sole lead manager and underwriter, on the IPO of TMH in Myanmar. A telecommunication service provider founded in 2006, TMH is the fifth corporation to be listed but the first to offer new shares in Myanmar. The IPO will generate approximately K1.634 billion (US$1.2m) new capital for the company. TMH’s listing is the first true IPO in Myanmar, as the first four listings were by way of introduction of existing shares. This listing also sets a precedent for other companies to consider IPO as a channel for raising funds. Managing director Minn Naing Oo led the transaction.
AZB & Partners has advised HarbourVest Partners (Asia) on its acquisition, together with other HarbourVest entities, of equity shares of Janalakshmi Financial Services. Partners Divya Mundra, Samir Gandhi and Rahul Rai led the transaction, which was valued at more than Rs2.5 billion (US$38.8m) and was completed on January 16, 2018.
AZB & Partners has also advised JM Financial on its issuance of approximately 40 million equity shares at a price of Rs162 each (US$2.52), including a premium of Rs161 (US$2.50) per equity share. Partners Varoon Chandra and Lionel D’Almeida led the transaction which was valued at Rs6.48 billion (US$100.8m) and was completed on February 2, 2018.
Baker McKenzie has acted for privately-owned Australian probiotic market leader Life-Space Group owners on the sale of 100 percent of its shares to China-based By-Health Group. The transaction is subject to customary shareholder and regulatory approvals, and implies an enterprise value for Life-Space Group of up to A$690 million (US$542m). Life-Space Group is one of the largest probiotics companies in Australia. The Life-Space brand is the market-leading probiotic brand in Chemist Warehouse, Australia’s largest pharmacy retailer, and has become highly recognised by Chinese consumers. Founded in 1995, By-Health is a substantial Chinese company listed in Shenzhen. By-Health has grown into a leading brand and iconic company in the Chinese dietary supplement market. Partner Richard Lustig led the transaction.
Conyers Dill & Pearman has acted as Cayman Islands counsel to C-MER Eye Care on its HK$285.6 million (US$36.5m) IPO of 197 million offer shares, subject to the over-allotment option, in Hong Kong. C-MER Eye Care provides ophthalmic services and sells vision aid and pharmaceutical products, tendered through eye centres, surgery centres and satellite clinics in Hong Kong and China. Founded in 2012 and headquartered in Central, Hong Kong, the company is a subsidiary of C-MER Group. Hong Kong partner Lilian Woo, working alongside Squire Patton Boggs and Tian Yuan Law Firm, led the transaction.
Conyers Dill and Pearman has also acted as BVI counsel to BOSC International (BVI) on the issuance of US$500 million 3.125 percent credit-enhanced bonds due 2021, with the benefit of a keepwell deed provided by Bank of Shanghai and an irrevocable standby letter of credit, dated January 18, 2018, issued by China Construction Bank Hong Kong Branch. BOSC is a wholly-owned subsidiary of Bank of Shanghai. Hong Kong partner Anna Chong, working alongside King & Wood Mallesons, led the transaction.
Clifford Chance has advised the shareholders of Order-In, an Australian corporate catering service provider, on its sale to buyers controlled by global venture capital entity Rocket Internet. Germany-listed Rocket Internet invests in proven internet companies, such as Delivery Hero, Hello Fresh and the Global Online Takeaway Group. Launched in 2000, Order-In manages hospitality services for more than 2,000 customers, including Commonwealth Bank, QBE and Lendlease. Partner Lance Sacks led the transaction.
Cyril Amarchand Mangaldas has advised Amber Enterprises India and Jasbir Singh and Daljit Singh, the promoter selling shareholders, on the Rs6 billion (US$93.2m) IPO of equity shares, at face value of Rs10 (US$0.16) each, comprising a fresh issue of the company’s equity shares aggregating to Rs4.75 billion (US$73.8m) and an offer for sale by the promoter selling shareholders of equity shares aggregating to Rs1.25 billion (US$19.4m). The prospectus was filed on January 23, 2018, and the equity shares were listed in India on January 30, 2018. Capital markets partners Yash Ashar (Mumbai) and Gokul Rajan (New Delhi) led the transaction.
Cyril Amarchand Mangaldas has also acted as Indian counsel to the Department of Investment and Public Asset Management of India on its approximately Rs39.15 billion (US$19.4m) sale, in an off-market transaction, of approximately 779 million equity shares, aggregating to 51.11 percent of the paid up equity capital, of Hindustan Petroleum to Oil and Natural Gas Corporation. Bangalore corporate partner Nivedita Rao and New Delhi partners Amita Katragadda, Rishi Anand, Jay Cheema and Rahul Goel led the transaction, which was signed on January 20, 2018.
Hogan Lovells has advised TBLA International, an offshore subsidiary of Tunas Baru Lampung, on the successful closing of its US$200 million high yield bond offering. The deal was led by CLSA and Indonesian bank Mandiri Securities. Established in 1973, TBLA is a member company of Sungai Budi Group, a pioneer in Indonesia’s agricultural industry which was founded in 1947. TBLA was established to assist the country’s development and to capitalise on Indonesia’s competitive advantage in agriculture. Sungai Budi Group is one of Indonesia’s largest manufacturers and distributors of agriculture-based consumer products. TBLA intends to use the proceeds of the offering to repay some of its existing indebtedness. Partner Stephen Peepels, head of the US securities practice in Asia, supported by partner Alex Wong, led the transaction, which is one of Asia’s first high yield bond offerings of 2018. CLSA and Mandiri Securities were represented by Milbank Tweed.
Hogan Lovells’ Shanghai office and its associated office in the Shanghai Free Trade Zone, Hogan Lovells Fidelity, have also represented the LEGO Group before the Shantou Intermediate People’s Court on copyright infringement and unfair competition complaints against two Chinese toy makers, which were jointly manufacturing and selling imitation LEGO products. The court decreed that the two defendants must stop copying the packaging and logos of LEGO products, under Chinese copyright laws. Further, the court recognised that the unique and distinctive appearance and packaging of the LEGO Friends product line has become the source-indicating trade dress for well-known LEGO toys through their extensive use and advertisement. Hence, the court determined that the defendants should cease copying and using the said trade dress, under Chinese anti-unfair competition laws. The decisions exemplify the Chinese government’s continued focus on proper intellectual property protection. Shanghai IP Agency partner Zhen (Katie) Feng led the transaction.
Howse Williams Bowers has advised STI Financial Group on the acquisition of a significant minority interest in a Singapore-based fund management platform. STI Financial Group is an asset management firm that specialises in hedge funds management, private equity investments and structured product management. Partner Christopher Yu led the transaction.
Howse Williams Bowers has also acted as Hong Kong counsel to SBCVC Company (SBCVC HK) on a sell down in a follow-on offering of GDS Holding, a leading developer and operator of high-performance data centres in China. SBCVC HK is an affiliate of SBCVC Holdings (SBCVC), a leading venture capital and private equity firm that manages both US$ and RMB funds, with focus on high-tech, high growth companies in TMT, clean technology, healthcare, consumer/retail and advanced manufacturing sectors. The public offering was closed on January 30, 2018, and SBCVC raised approximately US$110.2 million from the public offering, after the greenshoe option was exercised in full by the underwriters, and after deducting the relevant underwriting discounts and commissions (but before expenses). RBC Capital Markets, JP Morgan and Citigroup acted as joint book-running managers for the offering. Cowen, Guggenheim Securities and Raymond James acted as co-managers. Partner Christopher Yu also led the transaction.
J Sagar Associates has advised Netherlands Glass Investment BV (NGI), a group company of SGD Pharma, on its acquisition of a further 9.49 percent equity stake in SGD Pharma India from the existing minority shareholders, resulting in increased shareholding to 83.38 percent in SGD Pharma India, a global leader in glass pharmaceutical packaging. NGI manufactures, markets, sells and distributes glass containers and their accessories. Partners Nitin Potdar and Rinku Ambekar led the transaction.
J Sagar Associates is also advising Info Edge India on its proposed US$50 million sale of a 6.66 percent stake in Zomato Media to Ant Small and Micro Financial Services Group (Ant Financial), the payments affiliate of Chinese e-commerce firm Alibaba. Info Edge will sell, either directly or through its wholly-owned subsidiary, Naukri Internet Services (NIS). The transaction is expected to close on or before April 15, 2018. Zomato has also signed a definitive agreement with Ant Financial to raise funds for approximately US$150 million. Info Edge and NIS currently hold, on a fully converted and diluted basis, 44.74 percent in Zomato. Following the fund raise by Zomato and sale of shares by Info Edge, Info Edge and NIS will hold approximately 30.91 percent, and will continue to be Zomato’s single largest shareholder. Zomato owns and operates the restaurant search mobile application and website www.zomato.com. Ant Financial operates the world’s largest mobile and online payment platform Alipay. India-listed Info Edge runs the popular web portals Naukri.com, 99Acres.com, Jeevansathi.com and Shiksha.com. The deal values Zomato at US$ 1.1 billion, with a pre-money valuation of US$945 million. Partners Rohitashwa Prasad and Swetha Prashant are leading the transaction. AZB & Partners, led by Vinati Kastia and Abhishek Shinde, is advising Zomato Media.
Khaitan & Co has successfully represented Ultratech before the Supreme Court of India on a matter where Ultratech, who was the allocatee of the Bhaskarpara Coal Block, was subsequently de-allocated by the Ministry of Coal, Union of India, allegedly on the ground that there was no substantial progress in the development of the coal block. Consequently, the bank guarantee of Rs84.5 billion (US$1.3b) furnished by Ultratech was invoked by the Union of India to the extent of Rs16.5 billion (US$256.8m). Thereafter, in a round of further representations in the Chattisgarh High Court and in the Supreme Court, the firm successfully obtained an order restraining the Union of India from invoking the bank guarantee for the pendency of the matter. Partners Ajay Bhargava and Vanita Bhargava represented Ultratech.
Khaitan & Co has acted as domestic counsel to HCL Infosystems on its issue of approximately 106.2 million equity shares aggregating to approximately US$78 million. HCL Infosystems operates as an IT services, distribution and digital solutions company, primarily in India. It operates through distribution, hardware products and solutions, services, and learning segments. Executive director Sudhir Bassi and partner Gautham Srinivas led the transaction.
Luthra & Luthra is advising ICICI Securities, Credit Suisse, IIFL and Kotak, as the book-running lead managers, on the proposed IPO of equity shares by CreditAccess Grameen. Headquartered in Bangalore, Grameen is a leading Indian micro-finance institution focused on providing micro-loans to women customers, predominantly in rural areas in India. According to CRISIL Research, Grameen was the third largest NBFC-MFI in India, in terms of gross loan portfolio, as of the previous fiscal year. The offering is through a combination of a fresh issue by the company and an offer for sale by the promoter, CreditAccess Asia. Partner Manan Lahoty is leading the transaction, while Clifford Chance is acting as international counsel. Cyril Amarchand Mangaldas is advising Grameen and CreditAccess Asia.
Luthra & Luthra has also advised Sanghi Industries and SBI Capital Markets, HDFC and Motilal Oswal, as the book-running lead managers, on the approximately Rs4 billion (US$62.3m) QIP of Sanghi Industries. Pursuant to the QIP, equity shares of the company were listed in India. Sanghi Industries is among the lowest cost producers of cement in India, operating one of the largest fully integrated single stream cement plants in Gujarat. Partner Ravi Dubey led the transaction, while Duane Morris & Selvam acted as special international counsel to the book-running lead managers.
Paul, Weiss has represented Tencent on its investment in Skydance Media, a US-based diversified media company that creates high-quality, event-level entertainment across its feature film, animation, television, gaming and digital platforms. Tencent is a leading provider of internet value-added services in China. The investment is part of a broader strategic partnership, which provides a global platform for project-level collaboration and will also allow Skydance to access Tencent’s expertise in Asia and gaming to further build out its presence in these markets. Partnership initiatives will include the opportunity for Tencent to co-finance Skydance films, as well as to market, distribute and merchandise in China. The partnership also supports collaboration on other media initiatives, including television, interactive and virtual reality. Corporate partner Jeanette Chan and intellectual property partner Chuck Googe led the transaction. Latham & Watkins advised Skydance Media.
Rajah & Tann Asia has acted for Lee Rubber on a cross-border deal involving the sale of its entire shareholding interests in Knowledge One Investment to AsianIndo Holdings for a cash consideration of US$94.97 million. Partner Cheng Yoke Ping from Rajah & Tann Singapore and partner Tunggul Purusa Utomo from Assegaf Hamzah & Partners (Indonesia) led the transaction.
Rajah & Tann Asia has also advised Singapore-listed ABR on its S$65 million (US$49m) acquisition of 50 percent shares in Bintan Lagoon Resort, which owns Bintan Lagoon Resort situated in Bintan, Indonesia. Bintan Lagoon Resort comprises a 413-key resort hotel, two 18-hole championship golf courses, 58 villas, and leisure and food and beverage facilities that sit on approximately 311 hectares of land. Partners Danny Lim and Penelope Loh from Rajah & Tann Singapore and partner Eko Basyuni from Assegaf Hamzah & Partners (Indonesia) led the transaction.
Shardul Amarchand Mangaldas has advised Colfax on the acquisition by ESAB India, a Colfax group company, of the welding wire business of Sandvik Asia. The transaction is part of the global sale of the stainless steel and nickel alloy welding consumables business of Sandvik to ESAB entities in various jurisdictions. The transaction involves transfer of Sandvik’s manufacturing facilities in Sweden and USA, and its sale and distribution business in India, China, France, Germany, Italy, Singapore, Spain, Sweden, Switzerland, the UAE, the UK and the USA. The India leg of the business transfer was undertaken by way of a slump sale. The deal closed on January 31, 2018. Partner Akila Agrawal led the transaction, while MAQS Advokatbyrå acted as deal counsel. Phoenix Legal and Mannheimer Swartling acted as domestic counsel and deal counsel, respectively, to Sandvik.
Shardul Amarchand Mangaldas has also advised Emami Cement on a 30-year agreement with Nuvoco Vistas, formerly known as Lafarge India, on the “licence basis” use of its railway sliding in Chhattisgarh. The agreement would enable Emami Cement to transport goods and material to and from its cement manufacturing plant in Chhattisgarh. Partner Sakshi Mehra led the transaction, which was valued at Rs800 million (US$12.4m). Khaitan & Co advised Nuvoco Vistas.
Shook Lin & Bok is acting for DBS Trustee, the trustee of Far East Hospitality REIT, on the approximately S$210 million (US$158.8m) proposed acquisition of Oasia Hotel Downtown from Far East SOHO, a member of the Far East Organisation group of companies. Partners Tan Woon Hum and Andrea Ng led the transaction.
Sullivan & Cromwell (Hong Kong) is representing CST Group (Hong Kong) on the asset purchase agreement by its indirect wholly-owned subsidiary, Sonicfield Global (BVI), with Deloitte Restructuring (Canada) and its restructuring implementation agreement with China Minsheng Banking Corporation, to collaborate to restructure the indebtedness of Grande Cache Coal (Canada) and to acquire the relevant mining assets and properties which are under receivership from Deloitte Restructuring. Corporate partners Kay Ian Ng (Hong Kong) and Gwen Wong (Beijing) are leading the transaction, which was announced on December 22, 2017.
The Capital Law Office has represented UCity on the acquisition of all assets from Unicorn Enterprise, a wholly-owned subsidiary of BTS Group, which engages in real estate and property businesses. Partner Paradorn Leosakul led the transaction, which was valued at β14.5 billion (US$458.8m).
The Capital Law Office has also represented Vichai Srivaddhanaprabha and his family members on the disposition of approximately 1.76 billion shares, representing 36.3 percent stake, in Asia Aviation (AAV). Vichai owns the King Power Group, Thailand’s largest duty-free operator, and is the chairman of Leicester City Football Club. AAV is the Thailand-listed parent company of low-cost airline operator Thai Air Asia. Partner Chatri Trakulmanenate led the transaction, which was valued at approximately β8.28 billion (US$262m).
Weil, Gotshal & Manges is acting as US counsel to the Special Committee of the Board of Directors of Canadian Solar, a Nasdaq-listed solar power company, on the proposed US$1 billion going-private transaction of the company by its chairman and CEO Shawn Qu. Canadian Solar is one of the world’s largest solar power companies. Under the preliminary, non-binding proposal dated December 9, 2017, Qu proposes to acquire all of the outstanding common shares of the company not already beneficially owned by Qu and his wife, Hanbing Zhang, in a going-private transaction for a cash consideration of US$18.47 per common share. Asia M&A partners Tim Gardner, Charles Ching and Chris Welty are leading the transaction, while Osler, Hoskin & Harcourt is acting as Canadian counsel.
WongPartnership acted as Singapore counsel to PHI in the C$232 million acquisition of HNZ Group by Don Wall (HNZ Group’s president and CEO), and subsequent acquisition by PHI of HNZ’s offshore business conducted in New Zealand, Australia, the Philippines and Papua New Guinea. The transaction was led by partner Teo Hsiao-Huey.
WongPartnership advised Centrality Investments, the blockchain-based marketplace platform, in its token generation event, which raised US$80 million in CENNZ tokens in six minutes. The transaction was led by partners Ong Sin Wei, Jeffrey Lim, Tan Shao Tong and Tian Sion Yoong.
