Ali Budiardjo, Nugroho, Reksodiputro has represented Mitsui and Fujimori Kogyo on their joint indirect acquisition of Indonesia-listed Champion Pacific Indonesia. Mitsui and Fujimori first acquired Kingsford Holdings, which owns 79.42 percent of Champion Indonesia’s shares. The transaction involves mandatory tender offer of Champion Indonesia shares. Partners Luky Walalangi and Freddy Karyadi led the transaction.
AZB & Partners is acting as Indian counsel to microfinance company Sonata Finance on the acquisition by Triodos SICAV II — Triodos Microfinance Fund, Triodos Custody and Societe De Promotion Et De Participation Pour La Cooperation Economique of more than 30 percent equity shares of Sonata from Micheal and Susan Dell Foundation, Caspian Impact Investment Adviser and India Financial Inclusion Fund. Partners Srinath Dasari and Nanditha Gopal are leading the transaction, which is valued at Rs857 million (US$12.53m) and is yet to be completed.
AZB & Partners is also acting as Indian counsel to Fairfax India Holdings on the acquisition of equity shares in Fairfax by investors, including OMERS and parent company Fairfax Financial Holdings. Partners Ashwin Ramanathan, Ravi Prakash, Aditya Singh Chandel and Bhavi Sanghvi are leading the transaction, which is valued at Rs33.9 billion (US$495.8m) and is yet to be completed.
Davis Polk has advised the underwriters on a €700 million (US$725.2m) 1.871 percent Regulation S bond offering by CNRC Capital, an indirectly wholly-owned subsidiary of China National Chemical. The bonds are guaranteed by China National Chemical, the largest chemical company in China and the third-largest chemical company globally. Among other subsidiaries, China National Chemical owns controlling interest in seven listed companies and seven overseas operating subgroups. Its subsidiaries include Pirelli, Bluestar Adisseo, ADAMA Agricultural Solutions and Elkem. Partners William Barron and Paul Chow led the transaction.
Davis Polk has also advised the joint lead managers on the Regulation S offering by China Railway Construction of Rmb3.45 billion (US$495.8m) US$-settled 1.5 percent H share convertible bonds due 2021. Dual-listed in Hong Kong and Shanghai, China Railway Construction is one of the largest global construction companies. The group provides a full range of services, including construction, survey, design and consultancy for large construction and infrastructure developments, with a particular focus on railways. Partners James Lin and Paul Chow led the transaction.
J Sagar Associates has represented the Federation of Indian Airlines and airlines Indigo, GoAir and Spice Jet on a petition before the Bombay High Court challenging the imposition of royalty by the Mumbai International Airport on food and beverages sold on board the petitioner airlines. On its judgment dated September 2, 2016, a division of the Bombay High Court struck down the levy as being ultra vires the Airports Authority of India Act 1994 and illegal, null and void. Partners Farhad Sorabjee and Poonam Verma led the transaction.
J Sagar Associates has also represented Reliance Infrastructure on the agreement to sell 100 percent of its Western Region System Strengthening Scheme electricity transmission business and assets, having an enterprise value of approximately Rs10 billion (US$146.2m), to Adani Transmission. Joint managing partner Dina Wadia and partner Manav Raheja led the transaction. Adani Transmission was represented by Cyril Amarchand Mangaldas.
K Law is advising Prabha Energy and its promoter Deep Industries on the proposed primary capital investment by Tridevi Capital Partners (I) in Prabha Energy. The investment shall be made through subscription of compulsorily convertible debentures, which shall represent 40 percent equity stake in Prabha Energy on fully diluted basis upon conversion in equity shares, for cash consideration of US$20 million, with total valuation of Prabha Energy at US$50 million. This investment is possibly the first private equity investment in the coal bed methane sector and also the first project-based investment in the oil and gas sector in India. Partner Milind Jha is leading the transaction, which was signed on December 19, 2016 and is yet to be completed, subject to the fulfillment of customary conditions precedent. Krishnamurthy & Co also advised Prabha Energy. Luthra & Luthra, led by partner Kanchan Sinha and supported by partners Anshul Jain, Lokesh Shah, JP Singh and GR Bhatia, advised Tridevi Capital.
Khaitan & Co has advised 3M Cogent on the Indian leg of the US$850 million sale of its identity management business in various countries, including India, to Gemalto. A wholly-owned subsidiary of 3M, 3M Cogent offers biometrics and identity management systems, including fingerprint scanners, AFIS systems, live scan devices, iris capture devices, facial recognition and supporting software. Associate partner Anshul Prakash led the transaction.
Khaitan & Co has also advised Temasek Holdings on its acquisition of 1.95 percent stake in SBI Life Insurance for Rs8.97 billion (US$131.2m). Temasek is an investment company headquartered in Singapore and owned by Singapore’s Minister of Finance with a portfolio of S$242 billion (US$17b) as of March 2016. Partner Aakash Choubey, supported by partners Avaantika Kakkar and Bijal Ajinkya, led the transaction.
Luthra & Luthra has advised Emerson Electric, a global manufacturing and technology company, on a global carve-out exercise, leading up to Emerson’s US$4 billion multi-jurisdictional sale of its network power business across more than 60 global jurisdictions to Platinum Equity. The transaction, which closed on November 30, 2016, marks a major milestone in Emerson’s strategic portfolio repositioning. The sale of the network power business is part of Emerson’s plan to streamline the group and create opportunities for long-term growth and drive value for shareholders. Partner Vikrant Kumar, supported by partners Lokesh Shah, JP Singh, Anshul Jain and Vaibhav Suri, led the transaction, working very closely with Baker & McKenzie as international counsel.
Luthra & Luthra has also represented Percept Advertising on securing a favourable judgment in an arbitration matter against Unique Identification Authority of India (UIDAI) on the non-payment of dues by UIDAI for an advertising activity undertaken by Percept Advertising. The arbitrator awarded the entire amount, along with interest at six percent per annum, claimed by Percept Advertising. Partner Venancio D’Costa led the transaction.
Maples and Calder (Hong Kong) has acted as BVI counsel to Gaoxin International Investment on its issue of US$200 million 5.9 percent guaranteed bonds due 2019. The bonds, which are unconditionally and irrevocably guaranteed by Hong Kong Huida Investment Group, with the benefit of a keepwell deed and a deed of equity interest purchase and investment undertaking provided by Xuzhou Hi-Tech Industrial Development Zone State Asset Management. The group was established in 2006 and is the sole investment and financing platform for infrastructure investment, construction and redevelopment of shantytowns in the Xuzhou Hi-Tech Industrial Development Zone. Partner Derrick Kan led the transaction while Latham & Watkins and Jiangsu Yonglun Law Firm acted as English and PRC counsel, respectively. Davis Polk & Wardwell and Jingtian & Gongcheng acted as English and PRC counsel, respectively, to the joint lead managers.
MinterEllison has advised Forager Funds Management and Perpetual on the listing in Australia of the Forager Australian Shares Fund, which commenced trading on December 16, 2016. It is the third largest listed investment trust with an equities-based investment strategy and the only one listed this year. Prior to the listing, the Forager Australian Shares Fund operated as an open-ended unlisted fund for the past seven years. Forager Funds Management is a boutique fund manager managing international and Australian funds on behalf of long term investors. Perpetual is an independent and diversified financial services group providing specialised investment management, wealth advice and corporate trustee services. Partner Stuart Johnson led the transaction, which was valued at A$145 million (US$104.56m).
MinterEllison has also advised the GPT Wholesale Office Fund (GWOF) on its A$284 million (US$205.4m) acquisition on a one-third interest in One One One Eagle Street, Brisbane, Queensland from a wholly-owned subsidiary of the Abu Dhabi Investment Authority (ADIA). The transaction, which was completed on December 15, 2016, is Queensland’s largest commercial property transaction for 2016. It makes GWOF a two-thirds owner of one of Brisbane’s most iconic premium-grade buildings, valued at approximately A$850 million (US$614.7m). The GPT Group is one of Australia’s largest diversified listed property groups. GPT is among the top 40 stocks in Australia by market capitalisation and has A$19.7 billion (US$14.2b) assets under management. Partner Adrian Rich (real estate), supported by partners Virginia Briggs (real estate) and Nathan Deveson (tax), led the transaction.
Paul Hastings has represented HNA Holdings Group, a Chinese conglomerate involved in aviation, real estate, financial services, tourism and logistics, on its approximately US$137 million acquisition of the Oki Seattle Golf Course Portfolio (Oki Golf). HNA and affiliates of Oki Golf additionally entered into a lease agreement, under which the lessee will lease and operate the golf courses for five years. The eight golf courses in Oki Golf’s portfolio, including The Plateau Club in Sammamish, will provide a total of 180 golf holes with clubhouses and various amenities and will cover 1,887.32 acres. Partners David Blumenfeld and Paul Guan led the transaction, which was announced on December 20, 2016.
Shardul Amarchand Mangaldas & Co has represented Ashok Leyland and Hinduja Foundries before the Competition Commission of India on obtaining unconditional approval for amalgamation of Hinduja into Ashok under a scheme of arrangement. Both companies are part of the Hinduja Group. Partner Aparna Mehra led the transaction, which was signed on September 14, 2016 and is expected to close in the third quarter of 2017.
Shearman & Sterling has advised State Grid, the largest Chinese state-owned enterprise, as the preferred strategic investor on the acquisition of a 24 percent interest in Independent Power Transmission Operator, a wholly-owned subsidiary of Greece’s state-owned Public Power. The signing ceremony was held in Athens, Greece on December 16, 2016. The transaction represents China’s second-largest investment in Greece in recent months. Public Power is the biggest power and electricity producer in Greece and engages in the generation, transmission and distribution of electricity, holding assets in lignite mines, power generation, transmission and distribution. Partners Sean Wang (Beijing/Hong Kong-project development and finance), George Karafotias (London-M&A) and Stephen Mavroghenis (Brussels-antitrust) led the transaction.
Sullivan & Cromwell is representing Lazard Freres KK as financial adviser to Sumitomo Dainippon Pharma on its agreement to acquire Tolero Pharmaceuticals (US) through a US holding company wholly-owned by Sumitomo Dainippon Pharma. Corporate partners Keith Pagnani (New York) and Keiji Hatano (Tokyo) are leading the transaction, which was announced on December 21, 2016 and is yet to be completed.
White & Case has advised a group of Chinese banks on facilities with a total commitment of around US$2.63 billion for a consortium led by Apex Technology, PAG and Legend Capital Management. The facilities support the consortium’s acquisition of Lexmark International, a US-incorporated printer and software manufacturer. Lexmark was acquired for US$40.50 per share in an all-cash transaction with an enterprise value of approximately US$4 billion. The acquisition closed on November 28, 2016. Apex Technology designs, manufactures and markets inkjet and laser cartridge components and is the largest manufacturer and solution provider for the global aftermarket imaging supplies market. The company is headquartered in Zhuhai, Guangdong, China. The firm advised China Citic Bank as global coordinator, administrative agent, collateral agent and, together with China Citic Bank International, The Export-Import Bank of China and Bank of China, as joint mandated lead arrangers, and a group of lenders and account banks comprising international and Chinese branches of the mandated lead arrangers. Partners David Li (Beijing) and Joseph Brazil (New York), supported by partners John Shum (Singapore), Francis Zou (New York), Ray Simon (New York) and Chang-Do Gong (New York), led the transaction.