Allen & Gledhill has acted as transaction counsel for NTUC Enterprise Co-operative on its S$320 million (US$169.3m) acquisition of Singapore home-grown food court, coffeeshop and hawker centre operator Kopitiam Investment and its subsidiaries. Partners Prawiro Widjaja, Elsa Chen, Eudora Tan, Shalene Jin, Tay Yong Seng, Eugene Ho, Daren Shiau and Adrian Ang led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel for Auric Pacific Group on its S$218 million (US$160.4m) sale of consumer goods distribution business in Singapore and Malaysia to DKSH Holding(S) and DKSH Holdings (Malaysia). Partners Prawiro Widjaja, Elsa Chen, Fock Kah Yan, Eugene Ho, Daren Shiau, Tham Kok Leong and Sunit Chhabra led the firm’s team in the transaction.

Ashurst and Oentoeng Suria & Partners (OSP) are acting as lead counsel for Indonesian state-owned company Indonesia Asahan Aluminium (Inalum) on its landmark acquisition of a 51.2 percent majority stake in the Grasberg mine, from leading mining companies Freeport-McMoRan and Rio Tinto. Located in Papua, Indonesia, the Grasberg mine is the world’s largest gold mine and second largest copper mine. After the transaction, Inalum’s stake in the Grasberg mine increased from 9.36 percent to 51.2 percent, giving Indonesia majority interest in the mine. Valued at US$3.85 billion, the transfer of a majority interest in the mine from Freeport-McMoRan and Rio Tinto to Inalum represents one of the most significant and complex M&A transactions in the region this year, and Indonesia’s largest-ever divestment by a foreign resources company. The divestment involved a transfer of a 40 percent participating interest from Rio Tinto, issuance of new shares in Freeport Indonesia, merger filings in five different jurisdictions, and a US$4 billion fund raising. Partners Simon Brown and Ratih (Ipop) Nawangsari led the Ashurst/OSP team, advising on the international law and Indonesian law aspects, respectively, of the transaction, which is the largest acquisition by an Indonesian state-owned enterprise.

AZB & Partners has advised International Finance Corporation on its Rs1.01 billion (US$14.2m) acquisition of secured, rated, unlisted, redeemable, non-convertible debentures of Aptus Value Housing Finance India. Partner Gautam Saha led the firm’s team in the transaction, which was completed on January 8, 2019.

AZB & Partners has also advised Agrocel Industries on its acquisition of 100 percent stake in Solaris Chemtech Industries, an Avantha group company. Partner Vaidhyanadhan Iyer led the firm’s team in the transaction, which was completed on December 27, 2018.

Baker McKenzie has advised the Singapore arm of global solar firm REC on the S$585 million (US$430.5m) sale and leaseback of its 25-hectare industrial site in the Tuas South region of Singapore to Australia-based Logos Property. The site accommodates an integrated industrial and warehouse facility, with a total gross floor area of 1.6 million square feet. The deal involved multi-government agencies’ approvals in Singapore and China, as well as multi-jurisdictional guarantees from China and Norway. Principal Geraldine Ong and local principal Sharon Tan from Baker McKenzie’s Singapore member firm, Baker McKenzie Wong & Leow, led the firm’s team in the transaction, which is said to be the largest single-asset industrial deal completed in Singapore in 2018.

Baker McKenzie has also advised Hong Kong-listed Evergrande Health Industry Group on its US$930 million acquisition of 51 percent stake in National Electric Vehicle Sweden (NEVS). A global electric vehicle company based in Sweden, NEVS’ core business is focused on intelligent automobiles. It has previously acquired the core assets and intellectual property rights of Swedish automobile company SAAB Automobile. In China, NEVS has a production facility in Tianjin and is planning to develop a production base in Shanghai. Hong Kong partners Lawrence Lee and Christina Lee, supported by partners Simon Leung (Hong Kong), Singapore member firm Baker McKenzie Wong & Leow principal Sze Shing Tan, and Stockholm partners Anders Fast, Carl Svernlov and Mats Rooth, led the firm’s team in the transaction.

Clove Legal has represented DSG Consumer Partners on a venture capital investment in Arata Zero Chemicals, which is engaged in personal care products. Partner Amit Sirsikar led the firm’s team in the transaction.

Khaitan & Co has advised LTI on the offshore acquisition of 100 percent of the paid-up share capital of Ruletronics Inc and Ruletronics Ltd, through itself and/ or any of its subsidiaries, and on the onshore acquisition of 100 percent of the paid-up share capital of Ruletronics Systems. The total consideration payable by LTI for the acquisition of the three entities is US$7.48 million, which includes the upfront consideration payable and earn-outs. The firm also coordinated the offshore due diligence being conducted by Eversheds Sutherland and the project managing and coordinating with Eversheds Sutherland for the entire transaction. LTI is a global technology consulting and digital solutions company, with more than 250 clients worldwide and operations in 27 countries. LTI provides a wide range of IT and ITES services across sectors, such as automation, enterprise management, cyber security and applications managements. The Ruletronics entities are boutique Pega consulting companies, with customers in banking, insurance, healthcare and retail verticals. The total revenue of the Ruletronics entities for the 12-month period ended March 31, 2018 was approximately US$3.35 million. Partner Niren Patel led the firm’s team in the transaction.

Khaitan & Co has also advised Birlasoft (India) and its promoters, National Engineering Industries and Central India Industries, on the overall transaction, which includes the acquisition of control of the IT business of KPIT Technologies by Birlasoft promoters, through a combination of secondary share purchase, open offer and eventual consolidation of Birlasoft’s IT business into KPIT; the demerger of KPIT’s engineering business into KPIT Engineering (KE) and listing of KE’s shares in India; and the joint control of KPIT and KE by Birlasoft promoters and KPIT promoters. In May 2018 and June 2018, Birlasoft promoters acquired a minor stake in KPIT from KPIT’s public shareholders and promoters, through a combination of secondary share purchase and open offer. Pursuant to the open offer and the secondary share purchase, Birlasoft promoters acquired, along with the KPIT promoters, joint control of KPIT. This is one of the largest M&A transactions in the mid-market IT consultancy sector, and is an innovative and unique structure for implementing the acquisition of KPIT’s IT business by Birlasoft promoters. Partners Haigreve Khaitan, Niren Patela and Ashraya Rao, supported by executive director Vinita Krishnan and partners Mehul Shah, Arindam Ghosh and Anshul Prakash, led the firm’s team in the transaction. AZB & Partners, with a team led by partners Ashwath Rau, Kashish Bhatia and Rahul Rai, represented KPIT Technologies in the transaction, which was valued at approximately Rs45.85 billion (US$644m) and was completed on January 15, 2019.

L&L has advised Fortis Healthcare, a leading integrated healthcare delivery service provider in India, on its acquisition from RHT Health Trust of its asset portfolio of clinical establishments and hospitals in India. This involved the acquisition of equity securities, compulsorily convertible debentures and non-convertible bonds of RHT’s Indian entities from RHT’s wholly-owned subsidiaries. Pursuant to the completion of the transaction, these entities have become direct or indirect wholly-owned subsidiaries of Fortis. Partners Sundeep Dudeja and Vaibhav Kakkar, supported by partner designate Harish Kumar, led the firm’s team in the transaction, which was valued at approximately Rs46.5 billion (US$652.8m) and was completed on January 15, 2019. AZB & Partners, with a team led by partner Dhruv Singhal, advised RHT Health Trust Manager.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Cayman Islands company 360 Finance on its IPO of 3.1 million American Depositary Shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. A leading digital consumer finance platform, 360 Finance is one of the largest internet companies in China, connecting over one billion accumulated mobile devices. The offering, which closed on December 18, 2018, raised approximately US$51 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Commerce & Finance Law Offices acted as US and China counsel, respectively. Kirkland & Ellis and Tian Yuan Law Firm acted as US and China counsel, respectively, to the underwriters.

Maples and Calder (Hong Kong) has also advised GNetworks 7 on a US$320 million series D round funding, led by HOPU Fund, followed by various investors, including existing investors Bank of China Group Investment and Tencent. Headquartered in Beijing’s Zhongguancun Software Park, GNetworks 7 is China’s technology leader for the logistics sector. Its services span all aspects of fleet management, including order processing, short/long haul visibility, asset tracking, dispatch and route planning. Partner Everton Robertson led the firm’s team in the transaction, which was completed on November 2018.

Rajah & Tann Singapore has acted for DeClout on its disposal of shares in a subsidiary, Procurri. DeClout is a global builder of next-generation information and communications technologies companies, which invests in, incubates and scales companies to become global or regional market leaders. Partner Danny Lim led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised Think & Learn on its Series F funding of US$540 million fund raise from Naspers Ventures and CPP Investment Board Private Holdings (3). The transaction also included secondary transfer of shares from certain existing investors and promoters. The proceeds of the investment will be utilised by Think & Learn for meeting its funding requirements to expand internationally and invest in technology to personalise education. The deal was signed in two tranches on November 29 and December 4, 2018, and the closing was completed on December 6 and December 7, 2018, respectively. Partners Amit Khansaheb and Roshan Thomas led the firm’s team in the transaction. AZB & Partners, with a team led by partners Darshika Kothari and Arvind Ramesh, represented CPP Investment Board Private Holdings (3), while Trilegal, with a team led by partner Yogesh Singh, represented Naspers Ventures.

S&R Associates has represented Bertelsmann India Investments on a follow-on investment in the Eruditus group, consisting of Eruditus Executive Education and its online division Emeritus, as part of a US$40 million Series C funding round, which also involves Sequoia Capital India. The firm also represented Bertelsmann on an earlier investment in the company in March 2017. Partner Rachael Israel led the firm’s team in the transaction.

WongPartnership has acted for Temasek Holdings on its investment into Basis AI, which builds scalable and accountable machine learning products for digital enterprises. Partners Mark Choy and Kyle Lee led the firm’s team in the transaction.

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The interactive edition of the June 2021 issue of In-House Community eMagazine is now live. Including Energy & Projects Report 2021, Philippine and off-shore jurisdiction updates, and articles exploring IP in NFT's, Singapore's cybersecurity laws, global tax reform and more.