Deals – January 6, 2016

Clyde & Co has advised DACH ADVISORY Group in respect of the establishment of Austria’s Modul University Vienna’s first campus in Dubai and securing Dubai Investments’ investment of 90 percent of the total project cost. DACH ADVISORY Group, a specialist in the transfer of cross-border models between the German-speaking world, Russia/CIS and the Middle East, sponsored the project and holds the remaining 10 percent stake in the venture. The new campus, spread across 25,000 square feet and Modul’s first outside Austria, will be established in the Dubai Multi Commodities Centre in Jumeirah Lakes Towers, Dubai and will be fully operational by September 2016. Corporate partner and Head of Education Ross Barfoot led the transaction.

Davis Polk is advising The People’s Insurance Company (Group) of China Ltd in respect of the acquisition, through its subsidiary PICC Property and Casualty Company Ltd (PICC P&C), of approximately 19.99 percent of the total issued shares of Hua Xia Bank, a commercial bank listed on the Shanghai Stock Exchange, from affiliates of a European investment bank for up to RMB25.7 billion (US$3.94b). PICC group is the first nationwide insurance company in China and operates a property and casualty insurance business, life and health insurance businesses, a fund application business and an investment management business through its subsidiaries. Partner Antony Dapiran led the transaction.

Davis Polk has also advised the sole dealer manager in respect of Indo Energy Finance BV’s up to US$128.57 million offer to repurchase for cash its outstanding US$300 million 7 percent senior notes due 2018. Incorporated in the Netherlands, Indo Energy Finance is a wholly-owned subsidiary of PT Indika Energy Tbk, one of Indonesia’s leading integrated energy groups with a portfolio of businesses spanning energy resources, services and infrastructure sectors. Partner William F Barron led the transaction.

Drew & Napier is acting for Baring Private Equity Asia in respect of its pre-conditional voluntary general offer to acquire all the issued and paid-up ordinary shares of Interplex Holdings Ltd for S$450 million (US$315.5m). The offer is subject to certain pre-conditions, including approvals from governmental and regulatory agencies, as well as consent from the holders of Interplex’s notes to amend the terms of the notes. If the pre-conditions are satisfied, Baring’s offer will be at S$0.82 (US$0.575) per share, which is 15.5 percent higher than the last traded price on 22 December 2015. Standard Chartered Private Equity Ltd and Metcomp Group Holdings, who collectively hold approximately 57.7 percent of the shares in Interplex, have given irrevocable undertakings to accept the offer if and when made, in respect of all their shares. Barings is one of Asia’s largest private equity firms with funds that have more than US$9 billion in committed capital. Directors Gary Pryke, Ralph Lim, Sandy Foo and Maryam Menon are leading the transaction whilst Weil, Gotshal & Manges is acting as lead international counsel and Fangda Law and T&D Associates are acting as Chinese counsel. Standard Chartered Private Equity and Metcomp Group Holdings are advised by WongPartnership. A&G is advising Interplex Holdings.

J Sagar Associates has advised Amazon in respect of its investment in the securities of Sarvaloka Services On Call Private Ltd (SSOCPL), as part of a Series B funding round aggregating to INR1.5 billion. SSOCPL operates the website Housejoy.com. Partner Vivek K Chandy led the transaction whilst Perkins Coie acted as international counsel. Indus Law advised Vertex Ventures, a co-investor in the Series B funding round. Samvad Partners advised SSOCPL and Matrix Partners, an existing investor in the company.

Khaitan & Co has advised B9 Beverages Private Ltd in respect of the acquisition by Sequoia Capital India Investments IV of 20 percent stake in B9 Beverages through a primary investment in compulsorily convertible preference shares. B9 Beverages is a start up with the mission to bring a craft beer revolution in India. B9 is engaged in the import and marketing of Bira91 beer. Associate partner G T Thomas Philippe led the transaction.

Khaitan & Co has also advised Airgate Holdings Ltd in respect of the acquisition of 31.7 percent stake in ABEC Exhibitions & Conferences Private Ltd (ABECPL). In addition to the minority stake of 28.3 percent that was acquired in 2012, the deal takes the total holding of Airgate Holdings in ABECPL to 60 percent. Airgate Holdings is part of ITE Group PLC, one of the world’s leading organisers of international trade exhibitions and conferences. Associate partner Prasenjit Chakravarti, supported by executive director Daksha Baxi and partner Adheesh Nargolkar, led the transaction.

Kirkland & Ellis is representing a consortium led by Mr. Michael Xiangyu Chen, CEO and chairman of the board of directors of iDreamSky, and Mr. Anfernee Song Guan, chief technology officer and a director of iDreamSky, together with certain rollover securityholders and new investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital, Star VC or their affiliated entities, in respect of its acquisition of NASDAQ-listed iDreamSky Technology Ltd, China’s leading independent mobile game publishing platform. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are leading the transaction which was announced on 31 December 2015.

Latham & Watkins has represented PricewaterhouseCoopers as the joint and several liquidators of Wongs Investment Development Holdings Group Ltd, formerly the controlling shareholder of China Kingstone Mining Holdings Ltd, in respect of the disposal of approximately 1.75 billion shares in China Kingstone Mining, representing approximately 48.16 percent of the total issued share capital. HKSE-listed China Kingstone Mining is the largest beige marble producer in China. The disposal by Wongs Investment was conducted through a competitive bidding process and was effected by way of a placing and sale with two buyers, which were all completed on 23 December 2015. Hong Kong partners Howard Lam and Simon Powell led the transaction.
Morrison & Foerster is acting as Hong Kong law, US law and United Nations Security Council Resolutions, as well as EU sanctions law counsel for Haitong International Capital Ltd as the sole sponsor and Haitong International Securities Company Ltd, JP Morgan Securities (Asia Pacific) Ltd, JP Morgan Securities plc, KGI Capital Asia Ltd and RHB Securities Hong Kong Ltd as the underwriters in respect of the HK$524 million (US$67.6m) IPO by Genscript Biotech Corp on the HKSE which was completed on 30 December 2015. Hong Kong capital markets partner Charles Chau led the transaction.

Shardul Amarchand Mangaldas & Co has acted as Indian counsel to Videocon Industries Ltd in respect of its restructuring of US$194.4 million 6.75 percent foreign currency convertible bonds (FCCBs) issued in December 2010 and due December 2015. Videocon Industries is a global conglomerate and the flagship company of the Videocon Group in India. The transaction involved part cash settlement of US$97.2 million (plus applicable interests and costs) and part exchange into US$97.2 million 4.3 percent FCCBs due December 2020. The exchange bonds are secured by way of pledge of certain shares of Videocon Industries subsidiary Videocon Telecommunications Ltd by certain Videocon Group entities and personal guarantees by two Videocon Industries promoters. Videocon Industries’ existing FCCBs were and the exchange bonds are listed on the SGX-ST whilst Videocon Industries’ underlying equity shares are listed on India’s BSE and NSE. Deutsche Bank AG Hong Kong Branch was the principal agent, Deutsche Bank Luxembourg SA was the registrar and Madison Pacific Trust Ltd was the security trustee. National Practice Head-Capital Markets partner Prashant Gupta, supported by partners Shilpa Mankar Ahluwalia and Monal Mukherjee, led the transaction which closed on 30 December 2015. Baker & McKenzie.Wong & Leow advised Videocon Industries as to English law. Linklaters and Cyril Amarchand Mangaldas advised Credit Suisse (Singapore) Ltd as the sole book-runner on English law and Indian law, respectively. Allen & Overy advised DB Trustees (Hong Kong) Ltd on certain matters of English law. Duane Morris & Selvam advised the promoters as to certain matters of English law in relation to the promoter guarantee. DLA Piper and Juris Corp advised certain bondholders as to certain matters of English law and Indian law, respectively.

Shearman & Sterling is acting as US counsel to the Special Committee of iDreamSky Technology Ltd, China’s leading independent mobile game publishing platform, in respect of a definitive agreement and plan of merger with Dream Investment Holdings Ltd and its wholly-owned subsidiary Dream Merger Sub Ltd. At the effective time of the merger, a consortium of management and investors will, through Dream Investment, acquire iDreamSky for a cash consideration equal to US$3.50 per Class A and Class B ordinary iDreamSky share or US$14.00 per iDreamSky American depositary share, each of which represents four Class A ordinary shares. The consortium is led by Mr. Michael Xiangyu Chen, CEO and chairman of the board of directors of iDreamSky, and Mr. Anfernee Song Guan, chief technology officer and a director of iDreamSky, together with certain rollover securityholders and new investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital, Star VC or their affiliated entities. The merger, which is expected to close in the second quarter of 2016, is subject to various closing conditions. If completed, the merger will result in the company becoming a privately-held company and its ADSs will no longer be listed on The NASDAQ Select Global Market. Maples and Calder is serving as Cayman Islands counsel to the Special Committee whilst Hogan Lovells is advising Duff & Phelps, the financial advisor to the Special Committee. Kirkland & Ellis and Walkers are acting as US and Cayman Islands counsel, respectively, to the consortium.

Simpson Thacher’s Hong Kong office has represented Morgan Stanley, Credit Suisse, China Renaissance and Needham as the underwriters in respect of Yirendai Ltd’s IPO and listing on the NYSE of American Depositary Shares. The offering of 7.5 million ADS’s, representing 15 million ordinary shares of Yirendai, raised US$75 million gross proceeds before the exercise of the greenshoe option. Yirendai is a leading online consumer finance marketplace in China. Partner Chris Lin led the transaction.

Simpson Thacher’s Hong Kong office has also represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by Xinte Energy Co Ltd, a leading solar-grade polysilicon producer and PV project contractor engaging primarily in the upstream and downstream segments of the PV industry in China. Xinte Energy offered an aggregate of 146.5 million H shares (prior to the exercise of the over-allotment option), which raised approximately HK$1.3 billion (US$167.7m) in gross proceeds. The H shares of Xinte Energy are listed on the HKSE. UBS Securities Hong Kong Ltd and GF Capital (Hong Kong) Ltd acted as the joint sponsors. GF Securities (Hong Kong) Brokerage Ltd, UBS AG Hong Kong Branch, AMTD Asset Management Ltd and BOCI Asia Ltd acted as joint global coordinators. Partners Chris Wong and Leiming Chen led the transaction.

Skadden has represented Morgan Stanley as sole sponsor, sole global coordinator and a joint book-runner in respect of China Hengshi Foundation Company Ltd’s approximately HK$469 million (US$60.5m) IPO on the Main Board of the HKSE. Shares began trading on 21 December 2015. Hengshi is a leading manufacturer and supplier of fiberglass fabrics used in wind turbine blades. Partners Christopher Betts and Will Cai led the transaction.

Skadden has also acted for the underwriters, comprising of Deutsche Bank AG Hong Kong Branch, CIMB Securities Ltd, Mizuho Securities Asia Ltd, ING Bank NV and RHB Securities Hong Kong Ltd, in respect of Modern Dental Group Ltd’s approximately HK$1.05 billion (US$135.5m) IPO on the Main Board of the HKSE. Shares began trading on 15 December 2015. Partners Christopher Betts, Alec Tracy and Will Cai led the transaction.

Sullivan & Cromwell is representing ACE Investment Fund (Hong Kong), an investment fund jointly controlled by China Three Gorges Corp, Fosun International Ltd (China) and E-Fund Management Co (Hong Kong), in respect of its two definitive share purchase and loan assignment agreements with EDP Energias de Portugal SA. Pursuant to the agreements, ACE agreed to acquire from EDP 49 percent of the equity interest in, and 49 percent of the loans owed by, EDP’s Italian and Polish wind farm project companies for a total consideration of approximately €392 million (US$425.4m). Hong Kong corporate partner Chun Wei is leading the transaction which was announced on 28 December 2015.

Troutman Sanders has advised Guotai Junan Capital Ltd as the sole sponsor in respect of the US$14 million placing of China Yu Tian Holdings Ltd on the Growth Enterprise Market of the HKSE. Beijing/Hong Kong partner Allen Shyu led the transaction.

WongPartnership is acting for Standard Chartered Private Equity Ltd and Metcomp Group Holdings as the vendors in respect of the approximately S$450 million (US$315.5m) pre-conditional voluntary general offer by Slater Pte Ltd, a wholly-owned subsidiary of The Baring Asia Private Equity Fund VI, for all the issued and paid-up ordinary shares in the capital of Interplex Holdings Ltd, other than those already owned, controlled or agreed to be acquired by the offeror, its related corporations and their respective nominees. Partners Andrew Ang and Milton Toon are leading the transaction.

WongPartnership is also acting for QuEST Global Services Pte Ltd in respect of Warburg Pincus’ investment exit via the sale by Warburg Pincus of its shares in QuEST to Bain Capital LP and GIC Private Ltd (following a competitive auction process) for approximately US$325 million, valuing QuEST at US$1.5 billion. Partners Ong Sin Wei, Sim Bock Eng and Vivien Yui are leading the transaction.