Allen & Gledhill has advised Manulife US Real Estate Management, as manager of Manulife US Real Estate Investment Trust (Manulife US Reit), and DBS Trustee, the trustee of Manulife US Reit, on the US$193 million term loan facilities to acquire a new property and refinance certain borrowings. Deputy managing partner Jerry Koh and partners Teh Hoe Yue and Jonathan Lee led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to Singapore Life on Sumitomo Life Insurance’s investment of US$90 million, Aberdeen Asset Management’s investment of US$13 million and Aflac’s investment of US$20 million in SingLife. Partner Chiam Tao Koon led the firm’s team in the transaction.
Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted for Bank Tabungan Pensiunan Nasional (BTPN) on a complex deal involving a merger between BTPN and Bank Sumitomo Mitsui Banking Indonesia, a subsidiary of one of the top three banks in Japan. BTPN will be the surviving bank following the merger. Partners Ahmad Fikri Assegaf and Indira Yustikania led the firm’s team in the transaction.
AZB & Partners is advising the International Finance Corporation on its grant of a US$40 million facility to Bank Asia’s offshore banking unit EPZ Branch, Chittagong. The proceeds are proposed to be utilised by Bank Asia exclusively for financing eligible sub-projects, such as renewable energy and energy efficiency, by way of sub-loans to eligible sub-borrowers. Partners Gautam Saha and Dushyant Bagga are leading the firm’s team in the transaction, which was announced on June 16, 2019 and is yet to be completed.
AZB & Partners has also advised the International Finance Corporation on its grant of a foreign currency denominated external commercial borrowing of up to US$125 million to L&T Finance. The ECB is to be utilised exclusively towards financing L&T Finance’s lending operations to persons borrowing for the purpose of purchasing farm equipment. Partners Gautam Saha and Swati Chauhan led the firm’s team in the transaction, which was completed on June 28, 2019.
Baker McKenzie has advised MetLife on the sale of its Hong Kong life insurance business to FWD Management Holdings, a member of the FWD Group. Partner and head of Asia Pacific insurance-Hong Kong Martin Tam led the firm’s team in the transaction, which is subject to regulatory approvals.
Baker McKenzie Wong & Leow has advised Strategic Value Partners and its affiliates on the Singapore law aspects of the debt restructuring of the Norwegian-listed oil and gas rig operator Dolphin Drilling ASA. Pursuant to the debt restructuring, Dolphin Drilling ASA would be wound down, while certain of its rig-owning Singapore subsidiaries have been transferred to a new holding company, Dolphin Drilling Holdings, and will continue to offer services to oil firms. Investment funds and accounts advised by Strategic Value Partners and its affiliates will be the main shareholders of the new reconstructed company. Principals Kenneth Chuah and James Huang, supported by principal Min-tze Lean, led the firm’s team in the transaction, which was completed in July 2019. Akim Gump Strauss Hauer & Feld-London acted as transaction counsel, while AsiaLegal acted as Singapore shipping law adviser.
Baker McKenzie Wong & Leow has also advised on Singapore’s first and only regulated and licensed private securities exchange, 1exchange (1X). The firm advised CapBridge Platform on its successful application in November 2018 to the Monetary Authority of Singapore to operate 1X. On July 10, 2019, 1x saw its first ever private company listing by boutique fund management company Aggregate Asset Management (AAM). AAM listed on 1X with over S$5.6 million (US$4.1m) worth of tradeable private equities, representing approximately five percent of the company’s share equity, after a short six-week campaign. Singapore-based Asia Pacific head of financial institutions Stephanie Magnus led the firm’s team in the transaction.
Bird & Bird ATMD is advising SBI Offshore on its reverse takeover by the Berlitz group. The consideration payable under the transaction is up to US$50 million, subject to certain conditions, and, if successfully completed, will result in Berlitz being listed in Singapore. Partner Marcus Chow is leading the firm’s team in the transaction.
CNPLaw has acted as Singapore counsel to Malaysia-listed AYS Ventures on its acquisition, through its wholly-owned subsidiary AYS Capital (formerly known as Heapi Enterprise), of 51 percent equity interest in Steelaris, a steel products supplier in Singapore. Partner Ken Chia led the firm’s team in the transaction, which was signed on May 9, 2019.
CNPLaw has also advised Koh Tian Yeow, the sole proprietor of Deskright Office Supplies, the leading single-source contract stationer for office supplies to organisations and government agencies in Singapore, on the sale of DeskRight’s head entity DeskRight and its two subsidiary entities, I-Pacific Office and Jaya Stationary Supplies, to French-based global distributor of workplace supplies solutions, Lyreco Group. The sale of DeskRight to Lyreco’s Singapore established entity, Lyreco (Singapore), will enhance Lyreco’s current ranking as a leading provider of office supplies. Koh, who will stay on as managing director, will continue to oversee DeskRight’s operations in Singapore. Partner Ken Chia also led the firm’s team in the transaction.
Gibson, Dunn & Crutcher has represented a consortium led by Fajr Capital, which includes Tactical Opportunities funds managed by Blackstone and Bahrain’s sovereign wealth fund Mumtalakat, on its agreed sale of a significant minority stake in GEMS Education, the world’s largest provider of private K-12 education by revenue, to a consortium led by funds advised by CVC Capital Partners. Upon completion of the transaction, the CVC consortium will acquire approximately a 30 percent stake in the company from the existing shareholders. Signing took place on July 10, 2019, and the transaction is expected to close by the end of July 2019. London corporate partner Nick Tomlinson, supported by London partner Amy Kennedy on the finance aspects, led the firm’s team in the transaction. Allen & Overy advised the shareholders of GEMS Education, while Linklaters advised GEMS Education on the refinancing.
J Sagar Associates has advised Enzen Global Solutions, a global knowledge practitioner in the energy and utilities sector, on raising more than US$100 million from Greater Pacific Capital (GPC), through its fund GPC Private Investing India, GPC’s most recent India-focused private equity fund. Enzen is a consulting and engineering firm with operations in over 25 countries. Partner Raj Ramachandran led the firm’s team in the transaction.
J Sagar Associates has also represented the minority shareholders before the National Company Law Appellate Tribunal (NCLAT) on a dispute involving interpretation of Section 236 of the Companies Act 2013. In the case before the NCLAT, the majority shareholder, holding more than 90 percent shares in the company, invoked Section 236 to forcibly acquire the shares held by the minority shareholders. The minority shareholders argued that a majority shareholder cannot compel them to sell their shareholding by invoking Section 236, which provision, by the very scheme of the Companies Act, is applicable only in cases of compromises, arrangements and amalgamations. The majority shareholder argued that, under Section 236, the moment one comes to hold 90 percent of the equity share capital of a company ‘for any reason’, it is entitled to invoke Section 236 to buy the remaining shares. Rejecting the interpretation advanced by the majority shareholder, the NCLAT held that the words ‘for any other reason’ in Section 236 must take colour from the words preceding it, ie ‘by virtue of amalgamation, share exchange, conversation of securities’. Partners Dhirendra Negi, Mayank Mishra and Sidharth Sethi led the firm’s team in representing the clients.
Khaitan & Co has advised BNP Paribas Securities India and Citigroup Global Markets India, as brokers, on an offer for sale of approximately 25 million equity shares, with face value of Rs10 (US$0.145) each, of SBI Life Insurance. The offer was oversubscribed more than three times. Executive director Sudhir Bassi and partner Abhimanyu Bhattacharya led the firm’s team in the transaction.
Khaitan & Co has also advised APMH Invest on the India leg of its acquisition of KK Wind Solutions Holding, including its Indian subsidiary KK Wind Solutions India. Partner Abhimanyu Bhattacharya led the firm’s team in the transaction.
K&L Gates has advised a wholly-owned subsidiary of Hong Kong-listed Greentown Service Group on its acquisition of a majority interest in Montessori Academy Group at an enterprise value of A$120 million (US$84m). Montessori Academy is one of Australia’s leading early childhood education and childcare service providers, with 23 long day care centres currently operating throughout New South Wales. Following the transaction, which completed on July 5, 2019, Montessori Academy’s original founders Charles and Colette Assaf will retain a substantial minority interest in the business. Greentown invests in, among others, early childhood education services across China, and has been seeking to expand its presence elsewhere in the Asia Pacific region, North America and Europe. This transaction marks Greentown’s entrance into the Australian market. The firm’s Sydney and Shanghai offices have been involved from the deal’s inception approximately 12 months ago. Rong Fan managed the deal from Shanghai, while Sydney corporate partners Nick Ramage and Daniel Atkin led the firm’s team in Australia. Sydney partners Samuel Brown (real estate) advised on property aspects of the transaction, while Richard Gray (finance) advised on the establishment of a Greentown-funded line of credit to help drive Montessori Academy’s continued expansion.
Paul Hastings has advised China International Marine Containers (Group) (CIMC) on the spin-off of CIMC Vehicles (Group). CIMC Vehicles subsequently listed in Hong Kong. Headquartered in China, CIMC is a world-leading supplier of logistics and energy equipment, while CIMC Vehicles is a leader in the global semi-trailer industry. Global partner and chair of Greater China Raymond Li and corporate partner and vice chair of the Hong Kong office Zhaoyu Ren led the firm’s team in the transaction.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, is advising Linde Gas Singapore on the US$1.4 billion expansion of its existing gasification complex on Jurong Island, which includes building and operating four additional gasifiers and a 1,200 tonne per day air separation plant. This project is part of ExxonMobil’s multi-billion dollar expansion of its production of higher-value base stocks for lubricants and distillates from fuel oil and other bottom-of-the-barrel crude products, and is the single largest offtake for Linde after its merger with Praxair. Partners Shemane Chan, Benjamin Cheong and Chou Ching are leading the firm’s team in the transaction.
Skadden has advised Edvantage Group Holdings, a Chinese higher education provider that also operates a college in Melbourne, Australia, on its HK$ 712.5 million (US$91.2m) IPO in Hong Kong. Trading commenced on July 16, 2019. Edvantage intends to use the proceeds to develop its campuses in China, invest in new educational institutions in the Greater Bay Area and expand its overseas operations. Hong Kong partners Christopher Betts and Edward Lam led the firm’s team in the transaction.
Shearman & Sterling has advised subsidiaries of Joyvio Group on financings to support its US$880 million tender offer for all of the shares of Australis Seafoods, a leading Chilean salmon producer. The transaction is one of the largest acquisitions in Chile’s aquaculture industry, and provides Joyvio with a major presence in the South American seafood market. Beijing-headquartered Joyvio Group, the food and agriculture investment platform for Legend Holdings, is mainly engaged in food, beverage, agriculture and supply chain businesses. Santiago-listed Australis Seafoods is one of Chile’s leading salmon producers and exporters. In 2017, the company accounted for approximately nine percent of total salmon production in Chile. Kenneth Ching led the firm’s team in the transaction.
Vertices Partners has represented Green Agrevolution on its issuance of shares in the company to PI Ventures, US-based agriculture investor AgFunder and several angel investors. Managing partner Vinayak Burman led the firm’s team in the transaction, which was valued at Rs300 million (US$4.4m) and was completed in March 2019. Desai & Diwanji advised Omnivore Partners, while Economic Law Practice acted for PI Ventures.
Vertices Partners has also represented Abhishek Raj and Rakesh Kumar Sharma, promoters of HR Food Processing, on their complete exit as shareholders of HR Food Processing. Their shares were purchased by investors Lok Capital and CDC Group and existing promoters. Managing partner Vinayak Burman also led the firm’s team in the transaction, which was valued at Rs80 million (US$1.2m) and was completed in June 2019. Cyril Amarchand Mangaldas represented Lok Capital, while Jerome Merchant+ Partners represented HR Food Processing and existing promoters.
WongPartnership is acting for the managers of Ascendas Hospitality Trust on the proposed combination, by way of a trust scheme of arrangement, with Ascott Residence Trust to form the largest hospitality trust in Asia Pacific and the eighth biggest globally, with a total asset value of S$7.6 billion (US$5.6m). Partners Ng Wai King, Andrew Ang, Monica Yip, Trevor Chuan, Lydia Ong, Chan Jia Hui and Jerry Tan are leading the firm’s team in the transaction.
