Deals – January 13, 2016

AZB & Partners has advised Narayana Hrudayalaya Ltd in respect of its IPO structured as an offer for sale constituting 12 percent of the fully diluted post issue paid-up equity share capital of the company. Partners Srinath Dasari and Lionel Almeida led the transaction which was valued at approximately INR6.13 billion (US$91.5m) and was completed on 29 December 2015.

AZB & Partners is also advising Edelweiss Financial Services Ltd, ICICI Securities Ltd and JM Financial Institutional Securities Ltd as the underwriters in respect of the public offering by Thyrocare Technologies Ltd of up to approximately 10.7 million equity shares with face value of INR10 (US$0.15) each through an offer for sale by certain existing shareholders of the company. Partners Varoon Chandra and Lionel D’Almeida are leading the transaction which is yet to be completed.

Cyril Amarchand Mangaldas has acted as Indian counsel to Credit Suisse (Singapore) Ltd as the dealer manager in respect of the restructuring of the foreign currency convertible bond pursuant to an exchange offer undertaken by Videocon Industries Ltd. The exchange offer was of US$100,000 each in aggregate nominal value of US$200 million 6.75 percent convertible bonds due 2015 with US$50,000 in aggregate principal amount of US$97.2 million 4.3 percent convertible bonds due 2020 and a cash amount equal to US$50,000 plus an amount in cash in US dollars equal to accrued interest. The date of allotment of exchange bonds was on 30 December 2015. Mumbai capital markets partner Gaurav Gupte led the transaction whilst Linklaters acted as English counsel. Baker & McKenzie.Wong & Leow acted as English counsel to Videocon Industries.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Axis Capital Ltd and Jefferies India Private Ltd as the book-running lead managers in respect of the qualified institutions placement of approximately 8.6 million equity shares with face value of INR10 (US$0.15) each of Strides Shasun Ltd at a price of INR1,278 (US$19.12) per equity share, including a premium of INR1,268 (US$18.97) per equity share, aggregating to approximately INR11 billion (US$164.5m). The preliminary placement document was filed with the stock exchanges on 17 December 2015. The issue opened on 17 December 2015 and closed on 21 December 2015. The placement document was filed with the stock exchanges on 21 December 2015. The shares were allotted to the investors on 23 December 2015 whilst Strides Shasun received the listing and trading approval from the BSE and NSE on 28 December 2015. Bangalore capital markets partner Arjun Lall, supported by New Delhi capital markets partner Gokul Rajan, led the transaction whilst Jones Day acted as international counsel.

Davis Polk is advising the sales agent in respect of a SEC-registered dribble-out offering by Canadian Solar Inc of its common shares for up to US$100 million. Founded in 2001 in Canada, Canadian Solar is one of the world’s largest solar power companies and a vertically integrated provider of solar modules and system solutions with operations in North America, South America, Europe, Africa, the Middle East, Australia and Asia. Partners James C Lin and John D Paton led the transaction.

Davis Polk is also advising China Cinda Asset Management Co Ltd in respect of a proposed strategic investment by Sino Biopharmaceutical Ltd. Pursuant to terms of the investment, China Cinda has conditionally agreed to issue H shares to Sino Biopharmaceutical for approximately RMB4.92 billion (US$748m). The investment, which is subject to a number of conditions precedent, will give Sino Biopharmaceutical approximately 4.999 percent interest in the total share capital of China Cinda. An asset management company in China, HKSE-listed China Cinda is principally engaged in distressed asset management and provides customized financial solutions and differentiated asset management services to its clients through the synergistic operation of its diversified business platforms. A limited liability company incorporated in the Cayman Islands, Sino Biopharmaceutical is principally engaged in the research, development, production and sale of a series of modernized Chinese medicines and chemical medicines for the treatment of hepatitis and cardio-cerebral diseases. Partner Antony Dapiran led the transaction.

ELP has acted as Indian counsel for SAMHI Hotels Private Ltd in respect of the investment by Goldman Sachs Investments Holdings (Asia) Ltd into SAMHI. Partners Sujjain Talwar and Darshan Upadhyay, supported by associate partner Aakanksha Joshi, led the transaction which was valued at INR441 crores (US$66m) and closed on 23 December 2015. Jones Day Singapore acted as foreign counsel to SAMHI. Clifford Chance Hong Kong and AZB & Partners were the foreign counsel and Indian counsel, respectively, to Goldman Sachs. Khaitan & Co and Trilegal acted as Indian counsels to existing investors GTI Capital and IFC, respectively.

Hogan Lovells has advised the syndicate of lenders in respect of the US$2.45 billion five-year term and revolving facilities to Tencent Asset Management Ltd in Tencent’s second major syndicated loan which involved 19 lenders. The syndicate of lenders includes Australia and New Zealand Banking Group Ltd, Bank of China (Hong Kong) Ltd, China Merchants Bank, Off-Shore Banking Center, Citibank NA Hong Kong Branch, Citigroup Global Markets Asia Ltd, The Hongkong and Shanghai Banking Corp Ltd and Mizuho Bank Ltd as senior mandated lead arrangers, book-runners and underwriters. The firm also advised Citicorp International Ltd as facility agent. Three other banks joined as senior mandated lead arrangers and 10 more banks joined as mandated lead arrangers. The facility was split into a US$1.2 billion term loan and a US$1.2 billion revolver, offering an all-in pricing of 125 basis points based on a margin of 110 basis points over LIBOR and a 20 basis points commitment fee. Founded in 1998, Tencent is one of the largest and most used internet service portals in China. It has more than one billion users for its instant messaging platforms WeChat and QQ. Hong Kong banking partner Owen Chan led the transaction.

Hogan Lovells has also advised the Islamic Corp for the Development of the Private Sector as the arranger in respect of the inaugural CFA150 billion (US$247.7m) sukuk offering by the Government of Côte d’Ivoire. The sukuk is an amortising sukuk al-ijara and is targeted at local banks and institutional investors. It mirrors the successful Senegal sukuk that Hogan Lovells advised on in 2014. Global Head of Islamic Finance Rahail Ali and partner Imran Mufti, assisted by Paris international debt capital markets partner Baptiste Gelpi, led the transaction.

J Sagar Associates has acted as domestic counsel in respect of the issue in Somany Ceramics Ltd’s qualified institutions placement of equity shares amounting to INR1.2 billion (US$18m). The issue also included an offering of equity shares to qualified institutional buyers within the US. Partners Nosh Modi and Arka Mookerjee led the transaction. Squire Patton Boggs Singapore acted as the international counsel to Emkay Global Financial Services Ltd as the book-running lead manager.

Khaitan & Co has advised Merck Sharp & Dohme BV (MSD BV) and Organon India Private Ltd (OPIL) in respect of the acquisition by Piramal Enterprises Ltd (PEL) of five trademark rights from OPIL and MSD BV for approximately US$13.8 million. The acquisition includes mainly the brands Naturolax, Lactobacil and Farizym, which PEL intends to continue in the gastro-intestinal segment through the over-the-counter route. MSD BV and OIPL currently operate in various therapeutic areas in human health and offers a strong and diversified product portfolio of over 60 brands in total. Partner Bhavik Narsana, assisted by partners Adheesh Nargolkar and Avaantika Kakkar, led the transaction.

Khaitan & Co has also advised GTI Capital Alpha Pvt Ltd in respect of the investment by Goldman Sachs Investments Holdings (Asia) Ltd for subscription of equity shares of SAMHI Hotels Private Ltd for approximately US$66 million. GTI Group is a venture capital and private equity firm specializing in investments in venture capital, growth equity and buyouts. Within venture capital, the firm invests primarily in technology start-ups with a focus on technology spinouts and early stage venture investments. Partners Bharat Anand and Joyjyoti Misra led the transaction.

Kirkland & Ellis is advising the special committee of the board of directors of NYSE-listed Trina Solar Ltd, a global leader in photovoltaic modules, solutions and services, in respect of its review and evaluation of a proposed acquisition by its Chief Executive Jifan Gao and Shanghai Xingsheng Equity Investment & Management Co. The non-binding ‘going-private’ proposal was announced on 12 December 2015. Hong Kong corporate partners David Zhang, Jesse Sheley and Xiaoxi Lin are leading the transaction.

Kirkland & Ellis has also represented KKR in respect of its agreement to pursue acquisitions and investment opportunities by establishing an integrated entity to provide asset management services to the oil and gas industry globally. The agreement was announced on 23 December 2015. Hong Kong corporate partners Jesse Sheley, Pierre Arsenault and Xiaoxi Lin led the transaction.

Latham & Watkins has advised PTT Public Company Ltd in respect of its sale of 1.24 billion shares in Star Petroleum Refining Public Company Ltd (SPRC) via SPRC’s β12.9 billion (US$354.7m) IPO and listing on the Stock Exchange of Thailand. SPRC is the Thai refining unit of Chevron Corp. The IPO raised proceeds of β11.18 billion (US$307.4m). Partners Michael Sturrock and Posit Laohaphan led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company NNK Group Ltd in respect of its global offering and listing of 100 million shares on the Main Board of the HKSE. The shares are offered at HK$1.00 (US$0.129) each. NKK Group is a leading online transaction service provider in the mobile top-up service industry in China through electronic banking systems of PRC banks. Partner Mark Western led the transaction whilst Latham & Watkins acted as Hong Kong counsel. Sidley Austin advised Quam Capital Ltd as the sole sponsor and CICC and Quam Securities Company Ltd as the joint lead managers.

Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Top Spring International Holdings Ltd in respect of the first tranche issuance of convertible bonds with an aggregate principal amount of US$100 million. Partner Greg Knowles led the transaction whilst Latham & Watkins, led by partner Posit Laohaphan, acted as Hong Kong counsel. Linklaters and K&L Gates acted as Hong Kong counsel for Morgan Stanley as the placing agent and Citicorp International Ltd as the trustee, respectively.

Norton Rose Fulbright has advised Jefferies Hong Kong in respect of a US$34 million placing of new H shares of HKSE-listed Launch Tech Company Ltd, a company which provides products and services serving the automotive aftermarket and the automobile industry in the PRC and certain overseas countries. Jefferies is a global firm providing a full range of investment banking, sales, trading, research and strategy services to investors, companies and governments. Net proceeds from the placing will be used for development of “internet of vehicles” business, development of smart devices and vehicles cloud platforms, as well as a general working capital of Launch Tech. Hong Kong partner Terence Lau led the transaction.

Orrick, Herrington & Sutcliffe has represented Womai.com in respect of its US$220 million Series C financing from Tai Kang Asset Management, Baidu, Dragon Capital, IDG, COFCO Agricultural Industrial Equity Investment Fund and the PE arm of Sunshine Insurance. Founded in 2009 by Chinese state-owned food conglomerate COFCO, Womai.com is a leading B2C food and beverage e-commerce platform based in Beijing. The transaction was completed in December 2015. Upon completion of the financing, Womai.com will become the first “unicorn” in the food-e-commerce industry. Beijing corporate partner Ning Zhang led the transaction.

Rajah & Tann is advising GS Holdings Ltd in respect of its IPO and listing on the Catalist Board of the SGX-ST by way of a placement of 24 million shares at S$0.25 (US$0.174) each. Upon completion of the placement, the market capitalisation of the company is expected to be approximately S$31 million (US$21.6m). GS Holdings is an established centralised commercial dishware washing company that specialises in providing end-to-end cleaning services for Singapore’s food and beverage industry. With an estimated 40 percent market share, the GS Holdings Group serves a diversified customer base island-wide, ranging from F&B establishments located in shopping malls, food courts, coffee shops, restaurants, hawker centres, as well as a public tertiary hospital. UOB Kay Hian Private Ltd acted as the issue manager, sponsor and placement agent. Partners Danny Lim and Penelope Loh are leading the transaction.

Shearman & Sterling is advising the Special Committee of the board of directors of iDreamSky Technology Ltd in respect of its US$592 million going-private transaction. The buyer group is led by a group of management members, existing shareholders and new investors that include V Capital, Prometheus Capital, Legend Capital, We Capital and Star VC. iDreamSky is one of the largest independent mobile game publishing platforms in China and distributes well-known international mobile games through its proprietary distribution channels and third-party channels, such as app stores and device pre-installations. Partner Paul Strecker (Hong Kong-M&A), supported by partners Larry Crouch (Menlo Park-Tax) and Richard Hsu (Menlo Park-Intellectual Property Transactions), is leading the transaction which is expected to close in the second quarter of 2016, subject to certain closing conditions.

Slaughter and May has advised Mizuho Bank as the coordinator of 21 local and international banks in respect of a HK$5 billion (US$644.3m) 5-year revolving credit facility for the Airport Authority Hong Kong (AA), a statutory body wholly-owned by the Hong Kong SAR Government. Established in 1995, the AA is responsible for the operation and development of Hong Kong International Airport. The credit facility was signed on 7 December 2015. Partner Peter Lake led the transaction.

Slaughter and May Hong Kong has also advised China Hengshi Foundation Company Ltd in respect of the Hong Kong and US legal aspects of its IPO and listing on the Main Board of the HKSE. China Hengshi raised approximately HK$537.5 million (US$69.27m) through the IPO, before any exercise of over-allotment option. Morgan Stanley Asia Ltd acted as the sole sponsor and sole global coordinator. China Hengshi is a leading global manufacturer and supplier of fiberglass fabrics used in wind turbine blades. It was the third largest manufacturer and supplier of fiberglass fabrics used in wind turbine blades globally based on sales volume by tonnage in 2014 and the only PRC-based company among the top three global players. Dealing in the shares of China Hengshi on the HKSE commenced on 21 December 2015. Partners Benita Yu, John Moore and Charlton Tse led the transaction.

Stephenson Harwood (Singapore) Alliance has advised Transportation Partners in respect of a US$143.7 million Coface guaranteed floating rate notes issuance due 2025 for Aeronautic Investments 18 Ltd. The transaction marks Coface’s first guaranteed bond transaction for an Asian client. It also represents the world’s first-ever Coface guaranteed bond transaction financing ATR aircraft. The notes are backed by a guarantee of Compagnie Française d’Assurance pour le Commerce Extérieur, acting for the French State. BNP Paribas acted as the sole lead manager for the transaction. Aeronautic Investments 18 is an issuing vehicle set up within an aircraft financing structure for Transportation Partners. In 2014, Transportation Partners took delivery of ten ATR 72-600 turboprop aircraft and leased them to Wings and Malindo Airways. The financing was structured through 10 Coface guaranteed loans arranged by BNP Paribas. Proceeds from the transaction were used to refinance those loans at a lower funding cost to Transportation Partners. Partner Saugata Mukherjee led the transaction.

Tay & Partners has acted as Malaysian counsel for AirAsia Global Notes Ltd, a wholly-owned subsidiary of AirAsia Berhad, Southeast Asia’s biggest budget carrier, in respect of its US$1 billion multicurrency medium term note programme. Barclays Bank PLC Singapore Branch is the sole arranger and, together with CIMB Bank (L) Ltd and RHB Investment Bank Berhad, are the joint dealers of the programme. Under the programme, the company may, subject to compliance with all relevant laws, regulations and directives, from time to time issue notes in series or tranches denominated in US dollars or any other currency, as may be agreed between the company, AirAsia and the relevant dealer(s). Managing partner Tay Beng Chai, supported by principal partner Mohd Khairil Ezane and partner Yip Jia Hui, led the transaction whilst Linklaters advised the company and AirAsia on English law. Allen & Overy and Kadir Andri & Partners acted for the arranger and the joint dealers.

Veritas Legal has advised Zoetis India Ltd in respect of Ahmedabad-based drug major Zydus Cadila’s acquisition of select animal health brands and a manufacturing unit located at Haridwar in Uttarakhand from from Zoetis, the world’s largest producer of medicine and vaccinations for pets and livestock. Zydus operates its veterinary business through Zydus Animal Health. Zoetis was spun off from Pfizer in 2013. The acquisition will help Zydus gain access to a wide range of nutrition as well as therapeutic products, which have strong brand equity and a combined turnover of INR171 crores (US$25.35m). A major boost to Zydus’ portfolio will be the addition of livestock farm care products that are well accepted in the market. Zydus’ access to the WHO GMP-approved manufacturing facility at Haridwar is expected to boost its exports and institutional business. The over 10,000 sq metre plant manufactures tablets, liquid orals and injectables.

Veritas Legal has also advised Forbes & Company Ltd in respect of the sale of its container freight station business at Veshvi and Mundra and its logistics business to the Transworld Group. Partner Abhijit Joshi led the transaction which is subject to execution of definitive documents, fulfillment of various conditions precedent, including but not limited to obtaining various government and other approvals.

Weerawong C&P has represented Credit Guarantee and Investment Facility (CGIF), a trust fund of the Asian Development Bank (ADB), in respect of the Thai legal aspects of the guarantee to be provided by CGIF of S$195 million (US$136m) unsecured bonds issued by IVL Singapore Pte Ltd, a Singaporean subsidiary of listed Thai company Indorama Ventures Public Company Ltd (IVL). CGIF received a counter indemnity from the issuer and the Thai parent. This represents one of CGIF’s first transactions in Thailand. The use of an offshore issuing vehicle was unusual for the Thai market. Bank of Thailand approval was obtained for the issue of bonds through the offshore vehicle and payment to CGIF of guarantee fees and under the counter indemnities. The transaction closed on 7 October 2015. CGIF was established by ADB and the members of ASEAN together with the People’s Republic of China, Japan, Republic of Korea (ASEAN+3). CGIF is a key component of the Asian Bond Markets Initiative. It was established to promote the development, stability and resilience of financial markets in the region. CGIF provides credit guarantees for local currency denominated bonds issued by investment grade companies in ASEAN+3 countries. IVL is one of the world’s leading petrochemical producers and leading manufacturer of wool yarns. Partner Veeranuch Thammavaranucupt led the transaction.

Weerawong C&P has also represented Amata VN Public Company Ltd, a 75-per-cent-owned subsidiary of Amata Group, Thailand’s largest industrial estate developer, in respect of its IPO on the Stock Exchange of Thailand (SET). The funds raised in the β1.25 billion (US$34.5m) IPO in Thailand will be used to develop the new Hi-Tech Industrial Park project at Amata City Long Thanh in Vietnam. This is the third Thai holding company listed on the SET to raise funds domestically to finance business expansion in a foreign country. The first day of trading on the SET was on 16 December 2015. Executive partner Peangpanor Boonklum led the transaction.

Weil has represented Baring Private Equity Asia in respect of its acquisition of HCP Packaging, one of the world’s leading primary packaging companies for cosmetic products, from TPG Capital. Private equity partner Tim Gardner led the transaction.

Wong & Partners, a member firm of Baker & McKenzie International, has advised Mulia Property Development Sdn Bhd, an associate of Mulia Group (Jakarta), one of the largest commercial property developers in Indonesia, in respect of the MYR665 million (US$151.7m) purchase of land for the development of the Signature Tower within the 70-acre Tun Razak Exchange (TRX) project in Kuala Lumpur. Once constructed, the Signature Tower building will be a highly visible focal point for TRX and is targeted to be the best international business address in Kuala Lumpur. Partner Yong Hsian Siong led the transaction. Zain & Co advised the sellers.

WongPartnership has acted for CMA CGM SA, a French company which is the world’s third-largest container ship operator by capacity, in respect of the syndicated financing of US$1.65 billion to finance its acquisition of all the issued and paid up ordinary shares (excluding issued and paid up ordinary shares held as treasury shares) in the capital of Neptune Orient Lines Ltd. Partners Tan Kay Kheng, Andrew Ang, Christy Lim, Felix Lee and Anna Tan led the transaction.

WongPartnership is also acting for City Developments Ltd (CDL) in respect of the acquisition by Golden Crest Holdings, a joint venture between Bestro Holdings (a wholly-owned subsidiary of CDL) and Alpha Asia Macro Trends Fund II (an investment fund managed by Alpha Investment Partners Ltd), of three of CDL’s prime office assets in Singapore worth approximately S$1.1 billion (US$767m) via a new profit participation securities platform. Joint managing partner Ng Wai King and partners Susan Wong, Dorothy Marie Ng, Hui Choon Yuen, Low Kah Keong, Tan Teck Howe, Goh Gin Nee, Serene Soh, Lau Kiat Wee, Tan Beng Lee, Tan Li Wen, Bonnie Wong and Benjamin Tay are leading the transaction.