Deals – January 4, 2018

Allen & Gledhill has also advised Jardine Cycle & Carriage on its approximately US$1.15 billion acquisition of a 10 percent interest in Vietnam Dairy Products Joint Stock Company. Partners Lim Mei and Hilary Low led the transaction.

AZB & Partners has acted as domestic counsel to HSBC Securities and Capital Markets (India), as the brokers, and Multibase SA, as the seller, on Multibase India’s offer for sale of 800 equity shares, representing 0.0063 percent of its paid up equity share capital, held by Multibase SA. Partner Lionel D’Almeida led the transaction, which was completed on December 15, 2017.

AZB & Partners has also advised Acquire Services and IGE (Mauritius) on the offer for sale of approximately 7.95 million equity shares, representing 2.07 percent of the total paid up equity share capital, of InterGlobe Aviation by Acquire Services, and of 3.24 million equity shares, representing 0.84 percent of the total paid up equity share capital of the company, by IGE (Mauritius). Partners Ajay Bahl, Madhurima Mukherjee and Agnik Bhattacharyya led the transaction, which was valued at Rs12.65 billion (US$197.5m) and was completed on December 14, 2017.

Colin Ng & Partners has acted as Singapore counsel to Shuang Yun Holdings on its listing in Hong Kong on November 15, 2017, pursuant to which 250 million new shares were offered under a global offering at HK$0.56 (US$0.072) per share, raising approximately HK$113.6 million (US$14.5m) in net proceeds. Dakin Capital is the sole sponsor for the global offering. Shuang Yun Holdings is a Singapore-based contractor engaged in road works services and construction machinery rental services. Partners Tan Min-Li and Stephen Soh led the transaction.

Drew & Napier has advised ComfortDelGro on its proposed acquisition of 51 percent of the issued share capital of Lion City Holdings (LCH), an indirect subsidiary of Uber Technologies. ComfortDelGro entered into an agreement with Mieten, an indirect subsidiary of Uber, on December 8, 2017. LCH owns 100 percent of the issued share capital of Lion City Rentals (LCR), a private hire vehicle fleet owner in Singapore with approximately 14,000 vehicles. The aggregate cash consideration for the transaction is estimated at S$295 million (US$222m), arrived at based on the net asset value of approximately S$642 million (US$483m). The transaction is ComfortDelGro’s single largest deal to-date. The completion of the transaction is subject to regulatory approvals. Upon completion of the transaction, LCR will be able to benefit from ComfortDelGro’s fleet management and operations. It will also create a path for ComfortDelGro’s taxi drivers to receive ride requests on the Uber driver app and for users of the Uber driver app to directly book ComfortDelGro taxis. ComfortDelGro and Uber are finalising additional collaboration opportunities and will make further announcements in the upcoming months. Directors Petrus Huang, Lim Chong Kin and Corinne Chew led the transaction.

Fangda has represented Xiaoju Kuaizhi on its US$4 billion Series B-2 upsize financing, which was completed and announced on December 21, 2017.

Fangda has also represented Yunfeng Capital on its strategic investment in Enova Holdings, Formula E’s regional partner in Greater China. Yunfeng Capital becomes a major shareholder in Enova Holdings. The signing of the definitive share purchase agreement occurred on September 12, 2017, while the closing of the transaction occurred on December 11, 2017.

Hogan Lovells has represented RaffAello Capital, as the sole sponsor, and RaffAello Securities (HK), as the sole book-runner and lead manager, on the IPO and listing of Fineland Real Estate Services Group in Hong Kong. An established real estate agent in Guangzhou, Fineland offers services covering different stages of the life cycle of a property development project. The shares were offered from October 31, 2017 to November 7, 2017. The offer comprised 100 million shares, which were initially split into 90 million placing shares and 10 million public offer shares. Due to very significant over-subscription in the public offer, the clawback mechanism was triggered and 20 million offer shares were reallocated from the placing to the public offer. As a result of the reallocation, the final number of public offer shares was 30 million, while the final number of placing shares was 70 million. The final offer price was HK$0.79 (US$0.10) per share. Fineland’s shares began trading in Hong Kong on November 15, 2017. Hong Kong partner Nelson Tang led the transaction.

Hogan Lovells has also represented Halcyon Capital and other underwriters on the IPO and listing of 1957 & Co (Hospitality) in Hong Kong. 1957 & Co is a Hong Kong-based restaurant operation and management group that operates full-service restaurants offering a variety of specialty cuisines under various brands. It also provides restaurant management and consultancy services in Hong Kong and China. The shares were offered from November 23-28, 2017. The offer comprised 80 million shares, and the final offer price was HK$0.63 (US$0.08) per share, raising approximately US$6.5 million. Halcyon Capital acted as the sole sponsor, while Halcyon Securities and other investment banks acted as the underwriters. 1957 & Co’s shares began trading in Hong Kong on December 5, 2017. Hong Kong partner Sammy Li led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel to Bliss Chance Global on its approximately HK$796 million (US$102m) acquisition of the controlling stake of Hong Kong-listed RoadShow Holdings from Transport International Holdings. The firm also advised Bliss Chance on the unconditional mandatory cash offer for all the issued shares of RoadShow, after completion of the acquisition. The financial adviser to Bliss Chance is Optima Capital. The unconditional mandatory cash offer was closed on December 12, 2017. RoadShow and its subsidiaries provide media sales and design services and production of advertisements for transit vehicle exteriors and interiors, online portal, mobile apps, shelters and outdoor signages advertising businesses. They also provide integrated marketing services covering these advertising platforms. Partners Christopher Yu and Antony Yung led the transaction.

Howse Williams Bowers has also acted as Hong Kong counsel to China Huarong Overseas Investment Holdings as lender on the financing to Sansheng Hongye (Hong Kong), the offeror of the mandatory unconditional cash offers for all the issued shares and outstanding options of Hong Kong-listed Henry Group Holdings. The amount of facility to be provided by China Huarong is HK$780 million (US$99.8m). China Huarong is a subsidiary of Hong Kong-listed China Huarong Asset Management. Partners Christopher Yu and Antony Yung also led the transaction.

J Sagar Associates has advised Lodha Developers on the issue of US$125 million guaranteed bonds (tap issue) due 2020 by Lodha Developers International, and guaranteed by, among others, Lodha Developers. JP Morgan, CLSA and UBS acted as the joint lead managers for the issue. Joint managing partner Dina Wadia and partners Varghese Thomas and Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised Indian Railway Finance Corporation (IRFC) on its issue of US$500 million green bonds. Barclays, HSBC, MUFG and Standard Chartered Bank acted as the joint lead managers for the issue. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction, which was IRFC’s inaugural foray into the US-dollar green bond market.

Khaitan & Co has advised Airovient Fans & Systems on its asset transfer arrangement with Elta India Fans India. The transaction involved the sale of certain identified assets of Airovient’s business of manufacturing and assembling of ventilation, filtration and air movement products. The second leg of the transaction involved advising the promoters of Airovient on setting up and structuring of a 40:60 joint venture with the Elta Group. Airovient is one of the leading car park ventilation service providers. Partner Padam Khaitan and associate partner Supratim Chakraborty led the transaction, which is the Elta Group’s first investment in India.

Khaitan & Co has also advised Reliance Jio Infocomm on its acquisition from Reliance Communications (RCom) and its subsidiaries, Reliance Infratel and Reliance Telecom, of optical fiber assets, tower assets, spectrum and media conversion nodes. Reliance Jio is a subsidiary of Reliance Industries and is India’s fastest growing digital services company. RCom is a part of the Reliance Anil Dhirubhai Ambani Group and is one of the telecom operators in India. Partners Haigreve Khaitan and Rahul Dutt and associate partner Sameer Sah, supported by partners Niren Patel, Kumar Saurabh Singh, Sudip Mullick and Avaantika Kakkar and associate partner Yigal Gabriel, led the transaction.

Kirkland & Ellis has advised a consortium comprised of funds affiliated with FountainVest Partners and Ontario Teachers’ Pension Plan on its investment partnership with the Pure Group. Pure Group is Asia’s leading premium lifestyle brand, that includes Pure Yoga, MyPureYoga.com, Pure Fitness, Pure Apparel and nood food, which provides a wide variety of yoga and meditation classes and private yoga programs. Founded in 2002, Pure Group serves around 80,000 customers with more than 1,900 employees across centres in Hong Kong, Shanghai, Singapore, Taipei and New York. Hong Kong corporate partners Nicholas Norris and Derek Poon led the transaction.

Luthra & Luthra is advising Krishna Institute of Medical Sciences (KIMS) on its IPO of equity shares, and ICICI Ventures Funds Management, a selling shareholder in the proposed IPO. Axis Capital, Edelweiss Financial Services and ICICI Securities are acting as book-running lead managers to the offer. KIMS is one of the leading multi-disciplinary integrated private healthcare services providers in southern India, operating a chain of multispecialty hospitals. KIMS is the largest corporate healthcare group in Andhra Pradesh and Telangana. Partners Vishal Yaduvanshi and Manshoor Nazki led the transaction.

Luthra & Luthra has also advised Swan Telecom (now Etisalat DB Telecom), as one of the defendants, on getting an acquittal in a case titled CBI vs A Raja, et al and Enforcement Directorate vs A Raja, et al, otherwise known as the 2G Spectrum Case. In one of the first of its kind judgments, the Special Court acquitted all the accused, citing that “the prosecution has miserably failed to prove any charge against any of the accused.” These cases stemmed from the 2G scam which were lodged and investigated jointly by CBI and Enforcement Directorate. The cases attracted huge media attention, because of the alleged involvement of a senior government official in the scam. CBI alleged that there was a loss of approximately Rs31 billion (US$488m) to the exchequer in the allocation of 122 licences for 2G spectrum, which was scrapped by the Supreme Court on February 2, 2012. The CBI alleged that A Raja received Rs2 billion (US$31.5m) for the favours shown by him to Swan Telecom in the grant of 13 spectrum licences and allocation of spectrum in 2008-09. The alleged kickback was received through a channel of various companies. Senior partners Vijay Sondhi and Bobby Chandhoke led the transaction, which is a landmark deal in the history of criminal proceedings in India.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to CIFI Holdings (Group) on its issuance of US$300 million senior perpetual capital securities. CIFI Holdings is engaged in property development and property investment in China. Partner Lorraine Pao led the transaction, while Sidley Austin acted as English counsel. Davis Polk & Wardwell acted as English counsel to the joint lead managers.

Paul, Weiss has advised Chinese internet giant Tencent on its US$604 million investment in Vipshop Holdings, a major Chinese online discount apparel retailer. Tencent and JD.com will invest an aggregate of US$863 million cash into Vipshop. Corporate partners Jeanette Chan and Tong Yu led the transaction.

Paul, Weiss has also advised Ontario Teachers’ Pension Plan on its investment, alongside FountainVest Partners, in The Pure Group. The Ontario Teachers’ Pension Plan is Canada’s largest single-profession pension plan. FountainVest Partners is a Hong Kong-based private equity firm. The Pure Group is Asia’s leading wellness brand, with a portfolio that includes Pure Fitness, Pure Yoga, MyPureYoga.com, nood food and Pure Apparel. Hong Kong corporate partner Betty Yap led the transaction.

Putri Norlisa Chair has advised Pengerang Terminals (Two) (PT2SB), owned by Petroliam Nasional (Petronas) and its three partners, namely Dialog Group, the State Secretary, Johor and Koninklijke Vopak (Royal Vopak), on the US$1.25 billion project financing granted to PT2SB for the Pengerang Terminal Phase 2 Project, which involves the construction of the approximately 2.1 million cubic metres storage capacity for crude, refined products, petrochemical products and liquefied petroleum gas and a deepwater jetty with 12 berths. The terminal will serve the Petronas Refinery and Petrochemicals Integrated Development project as its main customer. Work on the industrial terminal started in early 2015, and commissioning in various phases is scheduled during the first half of 2019. The syndicate of lenders includes DBS Bank, Oversea-Chinese Banking Corporation, Sumitomo Mitsui Banking Corporation Malaysia Berhad, Ambank (M), ING Bank, Maybank International, Natixis, The Bank Of Tokyo-Mitsubishi UFJ and United Overseas Bank. Partner Putri Norlisa Najib led the transaction, while Allen & Overy, led by Singapore partner Jason Humphreys, acted as English law counsel.

Rajah & Tann Singapore has acted as Singapore counsel to Jefferies, Leerink Partners and Mizuho Securities USA as representatives of several underwriters under the underwriting agreement entered into with Wave Life Sciences on the offering of approximately 4.17 million ordinary shares in the capital of the company to the public at US$24 per ordinary share. Wave Life Sciences granted an over-allotment option for the underwriters to purchase up to an additional 625,000 ordinary shares. Partner Evelyn Wee led the transaction, which was valued at US$100 million.

Rajah & Tann Singapore has also acted as Singapore counsel to Freeman Securities, as the overseas placement agent to Singapore-listed Asia Fashion Holdings, on its HK$130.5 million (US$16.7m) placement of shares at the issue price of HK$0.90 (US$0.115) each. Partners Danny Lim and Penelope Loh led the transaction.

Shardul Amarchand Mangaldas has advised Nitin Spinners on its Rs1.07 billion (US$16.7m) qualified institutional placement. Nitin Spinners is a Rajasthan-based manufacturer and exporter of 100 percent cotton yarns and fabrics. Edelweiss Financial Services was the book-running lead manager to the QIP. Partner Kaushik Mukherjee led the transaction, which closed on November 7, 2017.

Shardul Amarchand Mangaldas has also advised Union Bank of India on its Rs20 billion (US$312.3m) qualified institutional placement. The book-running lead managers to the QIP were Jefferies India, Edelweiss Financial Services, ICICI Securities and Yes Securities (India). Partners Kaushik Mukherjee and Jay Parikh led the transaction, which closed on December 14, 2017. Luthra and Luthra and Squire Patton Boggs advised the book-running lead managers as to Indian law and US law, respectively.

Simpson Thacher has represented Morgan Stanley and Daiwa Securities as the international managers on a ¥116 billion (US$1b) IPO of shares of SG Holdings. The selling shareholder in the IPO was SG Holdings Group Employee Shareholding Association. The global offering included an international offering to investors outside Japan and the US, in reliance on Regulation S. The holding company of the SGH Group, SG Holdings provides a wide range of logistics and other services in Japan and Asia, including both B to B and B to C delivery services, through its principal operating subsidiaries, which include Sagawa Express. Tokyo capital markets partner Alan Cannon led the transaction.

Simpson Thacher is also representing musical.ly, a mobile platform for short form video, on its merger into Bytedance, the Chinese online media giant, at a price close to US$1 billion. After the closing of the transaction, musical.ly, being a wholly-owned subsidiary of Bytedance, will continue to operate as an independent platform, integrating Bytedance’s AI technology and leveraging its reach in China and key markets across Asia to enhance musical.ly’s offering. The co-founders of musical.ly, Louis Yang and Alex Zhu, will join Bytedance and continue to run the musical.ly platform. Founded in Shanghai but popular around the world with people posting short videos of various types, musical.ly has more than 20 million users worldwide and is the first influential Chinese social media app in the US. Bytedance operates a range of content platforms that enable people to connect with, consume and create content. Its flagship product, Toutiao, is the largest AI-powered content platform in China. Bytedance also operates a series of products popular with mobile users around the world, including Topbuzz, Flipagram and a number of UGC short form video apps. Partners Shaolin Luo (Beijing-M&A), Chris Lin (Hong Kong-capital markets), Tristan Brown (Palo Alto-ECEB), Lori Lesser (New York-Intellectual Property) and Katharine Moir (Palo Alto-tax) led the transaction.

S&R Associates has advised Satin Creditcare Network, a listed microfinance institution, on a Rs2.05 billion (US$32.3m) preferential allotment of securities to Kora Investments I, Nordic Microfinance Initiative Fund III KS, IndusInd Bank and Trishashna Holdings & Investments, a promoter group company. Mumbai partner Viral Mehta led the transaction.

Weerawong, Chinnavat & Partners has represented Do Day Dream on its IPO in Thailand. The deal was valued at approximately β4 billion (US$123m). Bualuang Securities acted as financial adviser and sole underwriter. Do Day Dream is the maker and distributor of Snail White skincare products and aims to expand its production capacity, distribution channels, research and development to expand in the region. Trading commenced on December 26, 2017. Senior partner Veeranuch Thammavaranucupt and partner Patcharaporn Pootranon led the transaction.

Weerawong, Chinnavat & Partners has also represented Thai Alliance, a subsidiary of Hong Kong-listed SiS International Holdings, on the pre-conditional voluntary tender offer to acquire a 47.3 percent interest in SiS Distribution (Thailand), representing a maximum of 184.1 million shares at β7 (US$0.22) per share, provided that, upon completion, SiS and its group must hold shares of the company of more than 51 percent of the total voting rights. Upon completion of the voluntary tender offer, SiS Distribution, one of the leading distributors of IT products in Thailand, became a unit of SiS. Partner Panuwat Chalongkuamdee led the transaction, which was valued at approximately β1.4 billion (US$43m) and closed on December 20, 2017.

Wong & Partners, a member of Baker McKenzie International, has acted as Malaysian counsel to Affinity Equity Partners on its US$180 million acquisition, which was signed on December 15, 2017, of INTI University and Colleges from Laureate Education. The investment into INTI is made under Affinity Asia Pacific Fund IV. INTI has five campuses across Malaysia, with a total of over 16,500 students enrolled, and has been highly regarded in Malaysia for over three decades. Partners Andre Gan and Stephanie Phua led the transaction, while Linklaters acted as international counsel. DLA Piper acted for Laureate Education.