Deals – January 14, 2015

Allen & Gledhill has also advised Tiger Airways Holdings Ltd (Tigerair) and Singapore Airlines Ltd in respect of the 85-for-100 renounceable non-underwritten rights issue of new ordinary shares in the capital of Tigerair. The gross proceeds raised were approximately S$229 million (US$171.4m). Singapore Airlines is the undertaking shareholder. Partners Tan Tze Gay, Hilary Low and Kenneth Lim led the transaction.

Appleby has acted as Cayman counsel to Chun Sing Engineering Holdings Ltd in respect of its listing on the Main Board of the HKSE on 29 December 2014 with gross proceeds of approximately HK$154.5 million (US$20m). Proceeds will be used to acquire additional machinery for construction and for staff recruitment, partial repayment of the finance leases and general working capital. Chun Sing Engineering is principally engaged in the foundation and substructure construction business in Hong Kong. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung advised as to Hong Kong law. Pang & Co, in association with Loeb & Loeb, advised the sponsors and underwriters as to Hong Kong law.

Appleby has also acted as BVI and Cayman counsel to Deutsche Bank in respect of a US$180 million syndicated secured loan facility granted to NIT Education Group Ltd. Guaranteed by and secured over the assets of certain of NIT Education’s shareholders and subsidiaries, the loan facility will be used by NIT Education to refinance an existing facility entered into by NIT Education’s sole shareholder, as well as for general corporate purposes. Founded in 2004, NIT Education is the leading operator of international K-12 schools targeting domestic students in China, with a fully-owned campus in Beijing and joint venture campuses in Shanghai, Chengdu and Dalian. Hong Kong senior associate Rupen Shah led the transaction whilst Allen & Overy Hong Kong acted as onshore counsel.

Baker & McKenzie‘s member firms in Malaysia, Singapore and Indonesia have advised the underwriters, namely UBS AG Hong Kong Branch, UBS Securities Hong Kong Ltd and DBS Asia Capital Ltd, in respect of Nirvana Asia Ltd’s US$261 million IPO on the HKSE which listed on 17 December 2014. The IPO included a domestic offering of securities in Hong Kong and an international offering of securities under Rule 144A and Regulation S of the US Securities Act. Malaysia-based Nirvana Asia provides integrated premium death care services in Malaysia, Singapore and Indonesia and is the largest integrated death care service provider in Asia in terms of contract sales, revenue and land bank. Partner Munir Abdul Aziz led Malaysia member firm Wong & Partners as Malaysian counsel whilst Singapore member firm Baker & McKenzie.Wong & Leow, led by principals Andrew Martin, Yanni Long, Lynette Low and Chen Yih Pong, acted as Singapore counsel and Indonesia member firm Hadiputranto, Hadinoto & Partners, led by partner Iqbal Darmawan, acted as Indonesia counsel.

Clifford Chance has advised Shangri-La Asia in respect of its 1 for 7 rights issue raising approximately HK$4.9 billion (US$632m). Shangri-La is listed on the HKSE and has a secondary listing on the SGX. Applications from existing shareholders were received for approximately 75 percent of the shares on offer with the balance being taken up by the Kuok Group, the underwriter for the rights issue. Shangri-La intends to use the net proceeds to repay group bank loans to save interest costs, fund capital expenditure for ongoing hotels and development projects and as general working capital. However, the group will subsequently and progressively continue to draw down bank loans to fund its ongoing development projects. The group has a substantial development pipeline with upcoming projects in Hong Kong, Mainland China, Indonesia, Mongolia, Myanmar, the Philippines, Sri Lanka and Ghana. Head of M&A Asia Pacific Roger Denny, supported by partner Neeraj Budhwani, led the transaction.

Clifford Chance is also advising Carlyle Asia Partners IV, Carlyle’s flagship Asia buyout fund, in respect of its up to US$483 million acquisition from General Electric of an indirect 36.8 percent stake in HKSE-listed satellite operator Asia Satellite Telecommunications Holdings Ltd (AsiaSat). The acquisition, announced on 23 December 2014, triggers a potential unconditional mandatory general offer for the 25.6 percent of shares in AsiaSat held by the public (the remaining 37.8 percent being held indirectly by CITIC Group with whom Carlyle is acting in concert for the purposes of the offer) at up to HK$26 (US$3.35) per share which values AsiaSat at HK$10.17 billion (US$1.3b). Following closing of the offer, the intention is for AsiaSat to pay a special dividend to all of its shareholders of US$600 million, its share of the proceeds which Carlyle will use to repay its acquisition financing for the transaction. The acquisition is subject to regulatory conditions, including PRC and EU merger control filings and Hong Kong Communications Authority approvals, and is expected to close in approximately three months, following which the mandatory general offer will be launched and is expected to close a month later. Private equity and M&A partner Simon Cooke, assisted by partners Matthew Truman, Wendy Wysong and Richard Blewett, is leading the transaction.

Deacons has advised China Merchants Securities (HK) Co Ltd, as the sole sponsor, and the underwriters in respect of Canvest Environmental Protection Group Company Ltd’s global offering and Main Board-listing on the HKSE which launched on 15 December 2014. Canvest Environmental Protection is a leading pure play waste-to-energy provider focused solely on the development, management and operation of waste-to-energy plants in the PRC. Partner Ronny Chow led the transaction which was valued up to approximately HK$1.2 billion (US$154.8m), subject to the exercise of the over-allotment option.

Deacons is also advising Haitong International Capital Ltd, as the sole sponsor, and the underwriters in respect of SiS Mobile Holdings Ltd’s spin-off and Main Board-listing on the HKSE by way of distribution in specie and global offering. SiS Mobile, which is expected to be listed on the HKSE on 15 January 2015, is a leading mobile phones distributor in Hong Kong. It is currently a wholly-owned subsidiary of SiS International Holdings Ltd, which has been listed on the Main Board of the HKSE since 1992. Partner Sabrina Fung is leading the transaction which is valued up to HK$40.3 million (US$5.2m), subject to the offer size adjustment option. Cleary Gottlieb Steen & Hamilton is advising SiS Mobile Holdings Ltd as to Hong Kong law whilst Appleby is advising as to Cayman Islands law.

Hogan Lovells has acted for Kingfisher plc, Europe’s leading home improvement retailer, in respect of a binding agreement to sell a controlling 70 percent stake in its B&Q China business to Wumei Holdings Inc for a total cash consideration of £140 million (US$212m). Partner Nicholas Cheffings and Beijing corporate partner Jun Wei, assisted by partners Karen Hughes, Guy Potel and Tom Brassington, led the transaction which is conditional on MOFCOM (Ministry of Commerce) approval.

Howse Williams Bowers has advised BBI Life Sciences Corp in respect of its HK$230 million (US$29.7m) global offering and listing of its shares on the Main Board of the HKSE. Haitong International acted as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager. The shares commenced trading on 30 December 2014. BBI Life Sciences is one of the leading providers, with the widest portfolio coverage, in the life sciences research products and services industry in China. It is also a leading DNA synthesis products provider in China. Partner Brian Ho led the transaction.

Howse Williams Bowers has also advised HKSE Main Board-listed Deson Development International Holdings Ltd in respect of the spin-off and separate listing of its construction and engineering contracting business, held through Deson Construction International Holdings Ltd, on the Growth Enterprise Market of the HKSE by way of placing and distribution in specie. Kingsway Capital Ltd acted as the sponsor whilst Kingsway Financial Services Group Ltd acted as the book-runner and lead manager. The shares commenced trading on 8 January 2015. Deson Construction, including its subsidiaries, is a contractor in the building industry in Hong Kong and the PRC. It is one of the top 10 contractors in Hong Kong providing building construction works, electrical and mechanical engineering works and fitting-out works. Partner Chia Ching Tan led the transaction which is the first company listing in 2015 on the HKSE.

J Sagar Associates has advised FIL Capital Investments (Mauritius) II Ltd in respect of its INR510 million (US$8.2m) investment by acquiring compulsorily convertible preference and equity shares of Cygnus Medicare Private Ltd. The existing investor, Somerset Indus Healthcare Fund I, also invested INR60 million (US$966,498) in series B investment in Cygnus, a company engaged in providing tertiary care and multi-specialty care through its chain of hospitals in India. Partner Manvinder Singh led the transaction. Somerset was represented by Economic Law Practices Mumbai whilst Cygnus was represented by DSK Legal.

J Sagar Associates has also advised Rico Auto Industries Ltd in respect of the sale of its 50 percent equity stake in its former joint venture FCC RICO Ltd to its joint venture partner FCC Co Ltd Japan. Rico Auto exited the JV for INR4.95 billion (US$79.9m). Partners Venkatesh Raman Prasad, Akshay Nagpal and Amitabh Kumar led the transaction which closed on December 2014. FCC Co was represented by Khaitan & Co Mumbai.

Luthra and Luthra Law Offices has advised Apollo Health and Lifestyle Ltd (AHLL) in respect of its acquisition of 100 percent share capital of Nova Specialty Hospitals Private Ltd from Nova Medical Centers Private Ltd. AHLL, which has close to 100 operational centres in India and Middle East, is a wholly-owned subsidiary of Apollo Hospital Enterprises Ltd. Post transaction, Nova Specialty will own 11 hospital centres in various cities across the country. Partner Deepak THM, assisted by partner designate Ashish Prasad, led the transaction.
Majmudar & Partners has represented Carnival Films Private Ltd in respect of the acquisition of 100 percent equity stake of Glitz Cinemas, the multiplex business house of Stargaze Entertainment Private Ltd led by the Network18 Group. The 100 percent equity stake was purchased from Capital18 Fincap Private Ltd and Sumant Bhargava. Headquartered in Mumbai, Carnival Cinemas operates multiplexes across India. Partner Rukshad Davar led the transaction which will add 30 screens to Carnival’s existing screens.

Norton Rose Fulbright has advised a syndicate of banks in respect of a US$1.5 billion prepayment financing for the purchase of commodities from a Chinese supplier. The syndicate of banks include Deutsche Bank AG Hong Kong Branch as coordinating mandated lead arranger, ABN AMRO Bank NV Hong Kong Branch, BNP Paribas Hong Kong Branch, Coöperatieve Centrale Raiffeisen-Boerenleenbank BA (also known as Rabobank International) Hong Kong Branch, DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd, ING Belgium, Brussels, Geneva Branch, Natixis Hong Kong Branch, Société Générale Hong Kong Branch, Standard Chartered Bank (Hong Kong) Ltd, United Overseas Bank Ltd, BHF-Bank Aktiengesellschaft, Credit Suisse AG, ICICI Bank Ltd Singapore Branch, National Australia Bank Ltd, Raiffeisen Bank International AG, Westpac Banking Corp, Zürcher Kantonalbank, Chang Hwa Commercial Bank Ltd Singapore Branch, ICBC (London), Taiwan Cooperative Bank Manila Offshore Banking Branch and DZ Bank AG Deutsche Zentral-Genossenschaftsbank and Frankfurt AM Main Hong Kong Branch as lenders. The transaction involved a US$1.5 billion syndicated structured steel prepayment finance facility to a BVI company for the purchase certain commodities from Chinese supplier Tangshan Iron & Steel Group Co Ltd and to on-sell such commodities to Duferco Asia Pte Ltd and Duferco SA. This prepayment financing is structured with a common terms agreement and stand-alone facility agreement(s) which will allow the borrower and the lenders to participate in future facilities pursuant to the common terms agreement. Singapore banking and finance partner Yu-En Ong led the transaction.

Sidley Austin has represented LDK Solar Co Ltd in respect of its efforts to restructure more than US$700 million in claims owed by LDK and its subsidiaries incorporated under the laws of several jurisdictions. On 21 November 2014, the US Bankruptcy Court granted the final approval, following favorable rulings from the High Court of Hong Kong and the Grand Court of the Cayman Islands, for LDK to complete the international restructuring of its off-shore liabilities. The transaction is believed to be the first judicially approved, multi-jurisdictional debt restructuring of its kind for a China-based entity. After about 10 months of contractual negotiations and judicial proceedings, the restructuring gained the overwhelming support of LDK’s creditors in Asia, Europe and the US. To implement the restructuring of its complex offshore debt arrangements, LDK commenced parallel proceedings in Hong Kong, the US and the Cayman Islands.

Simpson Thacher has represented Linekong Interactive Co Ltd, one of the leading mobile game developers and publishers in China, in respect of its IPO in the HKSE and Rule 144A/Regulation S offering of approximately 74 million ordinary shares prior to the exercise of the over-allotment option. The offering raised approximately HK$724.9 million (US$93.5 million) in gross proceeds. Linekong Interactive’s ordinary shares are listed on the Growth Enterprise Market of the HKSE. Citigroup and Macquarie acted as joint sponsors and, with CCB International, as joint global coordinators, joint book-runners and joint lead managers. Partners Celia Lam and Leiming Chen led the transaction which closed on 30 December 2014. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel. Davis Polk & Wardwell acted for the underwriters.

Skadden has represented Ctrip.com International Ltd in respect of its acquisition of a majority stake in Travelfusion Ltd. Ctrip.com is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China. In terms of transaction volume, it is the largest online consolidator of accommodations and transportation tickets in China. Travelfusion is a UK-based leading online Low Cost Carrier travel content aggregator and innovator of Direct Connect global distribution solutions. Travelfusion’s Direct Connect distribution platform enables users to search and book travel and accommodation through Travelfusion’s booking technologies and facilitates global payment and settlement solutions. Hong Kong corporate partners John Adebiyi and Julie Gao led the transaction which was announced on 5 January 2015.

Skadden has also represented Bitauto Holdings Ltd, a leading provider of internet content and marketing services for China’s fast-growing automotive industry, in respect of an agreement with JD.com Inc, the leading online direct sales company in China, and Tencent Holdings Ltd, a leading provider of comprehensive internet services in China, whereby JD.com and Tencent will invest approximately US$1.3 billion in Bitauto and US$250 million in Bitauto subsidiary YiXin Capital Ltd which is primarily engaged in e-commerce-related automotive financing. Upon closing, JD.com and Tencent will hold approximately 25 percent and 3.3 percent of Bitauto’s outstanding shares on a fully diluted basis, respectively; JD.com will have one seat on Bitauto’s board of directors; and JD.com and Tencent will also hold 17.7 percent and 26.6 percent of YiXin Capital, respectively. Upon completion of the transactions, the three companies will form a strategic partnership to work together to provide enhanced online automotive transaction services to car buyers across China. Hong Kong corporate partner Julie Gao led the transactions which were announced on 9 January 2015 and are expected to close in the first half of 2015, subject to customary closing conditions.

Weerawong, Chinnavat & Peangpanor has advised PTT Public Company Ltd in respect of the issuance of up to β12 billion (US$365m) unsecured and subordinated debentures to public investors, including PTT existing debentures holders of PTTC14DA and PTTC14DB and new retail investors. The debentures are rated AAA (tha) by Fitch Ratings (Thailand). Bangkok Bank Pcl, Krung Thai Bank Pcl, The Siam Commercial Bank Pcl and KASIKORNBANK Pcl are underwriters. Partner Veeranuch Thammavaranucupt led the transaction which closed on 12 December 2014.

Weerawong, Chinnavat & Peangpanor has also advised Siam Commercial Bank in respect of the joint venture with CPB Equity, Kasikornbank, True Internet Data Center, and Supernap International to establish Supernap (Thailand) Company Ltd, ASEAN’s largest data center. Located in the Hemaraj Chonburi Industrial Estate, the Supernap data center has been granted the best available tax privilege promotion from the Thai Board of Investment. Senior associates Sunyaluck Chaikajornwat and Panuwat Chalongkuamdee led the transaction which is valued at approximately β4 billion (US$121.7m) and closed on 22 December 2014.

WongPartnership is acting as Singapore counsel for Olam International Ltd in respect of the acquisition of the global cocoa business of Archer Daniels Midland Company for approximately US$1.3 billion. Joint managing partner Rachel Eng and partners Annabelle Yip and Kevin Ho are leading the transaction.

WongPartnership is also acting for Keppel Land Ltd in respect of its joint venture with Shwe Taung Junction City Development Co Ltd and City Square Development Pte Ltd to develop a 23-storey Grade A office tower as part of the Junction City mixed-use development in Yangon, Myanmar. Partners Low Kah Keong and Teo Hsiao-Huey are leading the transaction.