Deals – July 20, 2016

Allen & Gledhill has also advised CLSA Ltd, DBS Bank Ltd and China Securities (International) Corporate Finance Company Ltd as joint lead managers in respect of CITIC Envirotech Ltd’s issue of US$180 million in principal amount of 5.45 percent senior perpetual securities, to be consolidated and forming a single series with the existing US$175 million 5.45 percent senior perpetual securities, under its S$750 million (US$552.4m) multicurrency perpetual securities issuance programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

AZB & Partners is advising IDFC Bank Ltd in respect of its acquisition of 100 percent equity stake of Grama Vidiyal Micro Finance Ltd. Partner Srinath Dasari led the transaction which was signed on 12 July 2016 and is yet to be completed.

AZB & Partners has also advised HWIC Asia Fund (Class Q), a Fairfax group company, in respect of its acquisition of 49.2 percent of Quantum Advisors Private Ltd (QAPL). The transaction involves the indirect acquisition of control over the two wholly-owned subsidiaries of QAPL, namely Quantum Asset Management Company Private Ltd, the asset management company of Quantum Mutual Fund (QMF) and Quantum Trustee Company Private Ltd, the trustee company of QMF, and the acquisition of 100 percent of QIEF Management LLC Mauritius by HWIC Asia from Menlo Oak Venture Investments and additional subscription of shares of QIEF. Partners Ashwin Ramanathan, Bhavi Sanghvi and Rushabh Maniar led the transaction which was completed on 11 July 2016.

Cleary Gottlieb is representing LINE Corp in respect of the pricing of the underwritten SEC-registered IPO, the NYSE and Tokyo Stock Exchange dual listing of LINE Corp’s 35 million shares of common stock in the form of shares or American depositary shares. The global offering consists of an international offering in the US and countries outside of Japan of 22 million shares, deliverable in the form of shares at a price of ¥3,300 (US$31.08) per share or ADSs at a price of US$32.84 per ADS, and a concurrent offering in Japan of 13 million shares at a price of ¥3,300 (US$31.08) per share. In connection with the offering, LINE Corp has granted the underwriters the option to purchase up to 5.25 million additional shares. The ADSs will begin trading on the NYSE on 14 July 2016 and on the Tokyo Stock Exchange on 15 July 2016. Seoul partner Jinduk Han, assisted by New York partners Craig Brod, Jeff Karpf and Meyer Fedida and Washington partner Paul Marquardt, led the transaction.

Clifford Chance has advised EDF Energies Nouvelles, a subsidiary of EDF Group dedicated to renewable energy, in respect of its acquisition of a majority stake in UPC Asia Wind Management (UPC AWM) which develops and builds wind projects in China. Following the acquisition, EDF Energies Nouvelles will own an 80 percent stake in the UPC AWM holding company, based in Hong Kong. Its partners UPC China and US-based investment fund Global Environment Fund remain shareholders with a 20 percent share of the company. The EDF Group is the world’s biggest electricity generator and covers every sector of expertise, from generation to trading and transmission grids. The company has been present in China for more than 30 years. Shanghai partner Kelly Gregory led the transaction.

Colin Ng & Partners has assisted SCIE SCI Ecommerce, a Singapore-based e-commerce retailer, in respect of its entry into the Indonesian market. SCIE will provide management services to a joint venture between a well-known Indonesian group specializing in the sale and distribution of mobile phones and other electronics products and a well- known logistics business based in Jakarta. SCIE is a major e-commerce retailer for some of the leading e-commerce platforms in South-east Asia and has won several accolades from these platforms. Partner Bill Jamieson led the transaction.

Davis Polk has advised Orient Securities Company Ltd (DFZQ) in respect of its IPO and listing on the Main Board of the HKSE and an international offering in reliance on Rule 144A and Regulation S. The net proceeds from the global offering to be received by DFZQ are estimated to be approximately HK$6.8 billion (US$876.9m) prior to any exercise of the over-allotment option. DFZQ is a leading and fast-growing capital markets service provider in China. Its major business segments include trading and investment management, brokerage and securities financing and investment banking. It has 120 securities branches covering all 31 provinces in China. DFZQ was listed on the Shanghai Stock Exchange on 23 March 2015. Partners Bonnie Y Chan, Paul Chow, James C Lin, Li He and Gregory S Rowland led the transaction.

Davis Polk has also advised Yihai International Holding Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$858 million (US$110.6m) prior to any exercise of the over-allotment option. Yihai International is a leading and fast-growing compound condiment manufacturer in China. It offers hot pot condiment products and Chinese-style compound condiment products. Yihai International is the second-largest hot pot condiment manufacturer in China as measured by sales value in 2015. Partners Bonnie Y Chan, Antony Dapiran, Li He and John D Paton led the transaction.

Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd, in respect of the financial assistance comprising of senior debt and subordinate/ quasi debt aggregating to approximately INR3 billion (US$44.6m) to Sandla Wind Project Private Ltd for part financing the cost of setting up 50.4 MW wind power project at District Anantpur, Andhra Pradesh. Partner Girish Rawat led the transaction.

DLA Piper has advised China Unienergy Group Ltd in respect of its listing and global offering of shares on the Main Board of the HKSE. The total offering size is approximately HK$200 million (US$25.8m) and shares commenced trading on 13 July 2016. China Unienergy is a profitable anthracite coal producer based in Guizhou, a southwest province in China. The company was established in 2011 and has since been engaged in the extraction and sale of anthracite coal. Haitong International Capital Ltd is the sole sponsor whilst Haitong International Securities Company Ltd and China Merchants Securities (HK) Co Ltd are the joint book-runners and joint lead managers. Corporate partner Melody He-Chen, assisted by Hong Kong corporate partner Mike Suen, led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Sullivan & Cromwell (Hong Kong) advised the sponsor whilst Han Kun Law Offices advised as to PRC law.

Eversheds Hong Kong office has advised Datang International Power Generation Co Ltd (Datang Power) in respect of the disposal of its coal-to-chemical business with net assets of approximately RMB7.13 billion (US$1b). Datang Power is one of the largest state-owned power producers in the PRC and is also one of a handful of Chinese companies to be triple listed in Hong Kong, Shanghai and London. The group is principally engaged in the construction and operation of power plants, the sale of electricity and thermal power, maintenance of power equipment and provision of power related technical services. Stephen Mok, head of Corporate – Asia, led the transaction.

J Sagar Associates has advised Emaar Properties PJSC in respect of the re-organisation of various businesses through a demerger of its joint venture company Emaar MGF Land Ltd. Emaar MGF Land holds development rights in respect of approximately 8,500 acres of land across India. Joint managing partner Shivpriya Nanda, assisted by partners Amar Gupta, Amitabh Kumar, Divyanshu Pandey, Arpita Garg and Divyam Aggarwal, led the transaction. MGF Developments Ltd and Shravan Gupta, promoter of MGF, were advised by Dua Associates (Delhi).

Khaitan & Co has advised Wockhardt Ltd as the guarantor and its Swiss subsidiary Wockhardt Bio AG in respect of a US$ 250 million syndicated term loan facility availed from IDBI Bank Ltd and Export Import Bank of India for the purpose of, among others, research & development expenditure, the acquisition of intellectual property rights pertaining to patents and brands and general corporate purposes. The transaction involved security creation across multiple jurisdictions, including India, USA, Mexico, UAE, Switzerland and UK. Wockhardt is a pharmaceutical and biotechnology company headquartered in Mumbai. The company has manufacturing plants in India, UK, Ireland, France and US, and subsidiaries in US, UK, Ireland and France. It is a global company with more than half of its revenue coming from Europe. Partner Shishir Mehta led the transaction.

Khaitan & Co has also advised Camlin Fine Sciences Ltd in respect of its US$ 8.2 million qualified institutions placement. Camlin Fine Sciences is a provider of high-quality shelf life extension solutions, including antioxidants and aroma ingredients and performance chemicals. Partner Abhimanyu Bhattacharya and associate partner Aditya George Cheriyan led the transaction.

K&L Gates Doha office has advised a consortium of IL&FS Transportation Networks (ITNL) and Next Generation Parking (NGP) in respect of their role in the first Public-Private Partnership (PPP) initiative under Dubai’s new PPP law. The new law was launched in November 2015 by His Highness Sheikh Mohammed bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai. The new initiative will be delivered on a design, build, finance, operate and transfer basis and aims to develop one of the world’s largest automated car parks within the existing premises of the Dubai Courts. It is a collaboration between Dubai Courts and Park Line, a special purpose company established by ITNL Infrastructure Developer and NGP. A subsidiary of India-based Infrastructure Leasing & Financial Services Ltd (IL&FS), ITNL is a transport infrastructure development company. IL&FS has a global project portfolio of over US$45 billion. NGP is a subsidiary of KBW Investments and works across a number of sectors. Doha partner Amjad Hussain, supported by partner Matthew Walker, led the transaction.

K&L Gates has also advised in respect of the establishment of the Elephant Club Consumer Debt Fund (ECCDF), managed by Capital Focus Asset Management Ltd. The newly established fund invests in notes issued by Hong Kong-licensed money lender Elephant Club Ltd, and represents Hong Kong’s first ever hybrid fund peer-lending platform. ECCDF aims to raise up to HK$2 billion (US$258m) in the medium term. Hong Kong partner Michael Wong, supported by Hong Kong partner Neil Campbell, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Yihai International Holding Ltd in respect of its IPO and listing of 260 million shares on the HKSE. The shares were offered at HK$3.30 (US$0.425) each and the listing raised approximately HK$858 million (US$110.6m). The issuer is a leading compound condiment manufacturer in China. Partner Derrick Kan led the transaction whilst Davis Polk & Wardwell acted as Hong Kong and US counsel and Jingtian & Gongcheng acted as PRC counsel. The underwriters were China International Capital Corp Hong Kong Securities Ltd (CICC) and Macquarie Capital Ltd, with CICC acting as the sole sponsor. The underwriters were advised by Paul Hastings as to Hong Kong and US law and Tian Yuan Law Firm as to PRC law.

Maples and Calder has also acted as Cayman Islands counsel to China Music Corp (CMC), which owns two of China’s leading music streaming businesses, Kugou Music and Kuwo Music, in respect of the acquisition by Chinese internet giant Tencent Holdings Ltd of a controlling interest in CMC. Tencent, a company listed on the main board of the HKSE, is regarded as China’s largest social-networking and online-games company, and also runs its own music-streaming service QQ Music. The deal therefore brings together the country’s top-three mobile music applications owned by the two companies. Kugou is the largest mobile music service in China with a 28 percent market share, followed by QQ Music’s 15 percent and Kuwo’s 13 percent, according to data from research firm iiMedia Research. Partner Richard Spooner led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell represented Tencent.

Mourant Ozannes has advised CVC Capital Partners in respect of the proposed US$1.1 billion privatisation by way of a scheme of arrangement of HKSE-listed Nirvana Asia Ltd. Nirvana, a company incorporated in the Cayman Islands, is the largest integrated funeral and bereavement care provider in Asia. The company has operations in six countries across Asia, including Malaysia, Singapore and Indonesia and employs over 700 staff across the region. If accepted by the required number of shareholders, Nirvana founder Tan Sri Kong and CVC will be the two largest shareholders in Nirvana. CVC is headquartered in London and manages capital on behalf of over 300 institutional, governmental and private investors worldwide. Hong Kong managing partner Paul Christopher, assisted by partners Shaun Folpp and Simon Lawrenson, led the transaction. Clifford Chance also advised CVC in the transaction.

Norton Rose Fulbright has advised Beijing Capital Juda Ltd in respect of its approximately RMB2.4 billion (US$359m) acquisition of three outlet projects in Beijing, Kunshan and Huzhou in China from its parent company, Beijing Capital Land Ltd. The acquisition will enable Capital Juda to become one of the largest nationwide outlets developer and operator in China. The firm has advised on the delineation of potentially competing business with the parent company, which is also a leading real estate developer in residential and mixed-use property projects. The acquisition constitutes a very substantial acquisition and connected transaction under the listing rules of the HKSE. Capital Juda will settle the consideration payable in cash, funded by a new issue of convertible preference shares to Beijing Capital Land under a specific mandate from shareholders. With its property portfolio to be enhanced as an effect of the acquisition, Capital Juda also seeks a prior specific mandate from shareholders (which the firm also advised on) to place new ordinary shares to interested investor(s) in the short-term after completion of the acquisition. In doing so, it will broaden Capital Juda’s shareholder base and increase its market capitalisation. HSBC is acting as the placing agent for Capital Juda. Hong Kong partner Psyche Tai led the transaction.

Norton Rose Fulbright has also advised Frasers Centrepoint Ltd in respect of a A$620 million (US$464m) real estate cross-border asset acquisition financing. Part of the proceeds of the financing was applied towards the acquisition of the initial portfolio properties to be injected into Frasers Logistics & Industrial Trust (FLIT). The financing was in connection with the IPO of FLIT on the SGX. The IPO raised S$903 million (US$665m) and is Singapore’s biggest new listing since 2013. It is also the first and largest REIT listed in Singapore with a pure-play Australian industrial and logistics portfolio. The Australian real estate asset portfolio acquisition includes 51 industrial and logistics properties across major industrial markets, such as Sydney, Melbourne, Brisbane, Adelaide and Perth. The properties were acquired by Frasers Centrepoint in 2014 as part of its purchase of Australand Property Group, one of Australia’s leading diversified property groups. Frasers Centrepoint, as FLIT’s sponsor for the listing, is one of Singapore’s top property companies with more than S$23.5 billion (US$17.3b) total assets as at 31 March 2016. Singapore partner Yu-En Ong led the transaction whilst Thai law advice was provided by Bangkok partner Tassanai Kiratisountorn.

Paul Hastings has represented Greentown Service Group Co Ltd in respect of its US$180 million global offering and IPO on the Main Board of the HKSE. Merrill Lynch and BOCI Asia Ltd acted as joint sponsors, together with Haitong International Securities Company Ltd and Credit Suisse (Hong Kong) Ltd as joint global coordinators. Greentown Service Group is a leading high-end residential property management service provider in China. According to China Index Academy, it ranked first among high-end residential property management service providers in China in 2014. Partners Raymond Li, Steven Winegar and Bonnie Yung led the transaction which was announced on 14 July 2016.

Rajah & Tann Singapore is acting as Singapore counsel for DBS Bank Ltd as solicitors to the issue manager, book-runner and underwriter, in respect of the IPO and listing of Procurri Corp Ltd on the Main Board of the SGX-ST. The Procurri group is a leading global independent provider of data centre equipment and IT lifecycle services. Through its direct presence and global network of partners, its business covers over 80 countries worldwide, with offices across three continents and in five jurisdictions, namely the USA, the UK, Mexico, Singapore and Malaysia. Procurri Corp is poised to be the first non-REIT and first technology IPO on the Main Board of the SGX-ST this year. Immediately post-offering, its market capitalisation is expected to be approximately S$156.8 million (US$115.5). Partner Danny Lim is leading the transaction which was completed on 20 July 2016.

Shardul Amarchand Mangaldas & Co has advised Privi Organics Ltd in respect of the proposed approximately INR370 crores (US$55m) investment, through a primary acquisition and a secondary purchase from existing shareholders of the company, by FIH Mauritius Investments Ltd. Privi Organics is one of India’s leading manufacturer, supplier and exporter of aroma chemicals. As part of the transaction, FIH Mauritius Investments will subscribe to the equity shares of Privi Organics and purchase equity shares from certain existing shareholders, including Standard Chartered Private Equity. Subsequently, the aroma chemicals business of Privi Organics is to be demerged and transferred to Adi Aromatic Ltd, a wholly-owned subsidiary of Adi Finechem Ltd, in consideration of allotment of securities of AFL to the shareholders of the company. The demerger will be pursuant to the scheme of demerger among the company, Adi Aromatic Ltd and AFL (and their respective shareholders and creditors) under Sections 391-394 of the Companies Act 1956. Partners Abhishek Guha and Radhika Pereira led the transaction which was signed on 12 July 2016 and is subject to satisfaction of customary conditions precedent. AZB & Partners advised the investor whilst Khaitan & Co advised Standard Chartered, PwC and ICICI Securities Ltd.

Shearman & Sterling is advising CX Partners and Capital Square Partners in respect of the sale of Minacs to Concentrix Global Holdings Inc, a subsidiary of Synnex Corp. The purchase price is approximately US$420 million, subject to closing adjustments. Minacs is a leading outsourcing business solutions partner to global corporations in the manufacturing, retail, telecom, technology, media and entertainment, banking, insurance, healthcare and public sectors. Synnex is a leading business process services company, optimizing supply chains and providing outsourced services focused on customer relationship management. Partner Sidharth Bhasin (Singapore-M&A), assisted by partners Jessica Delbaum (New York-Antitrust), Kenneth Laverriere (New York-Compensation, Governance & ERISA), Richard Hsu (Menlo Park-Intellectual Property Transactions), Daryl Chew (Singapore-International Arbitration), Laurence Crouch (Menlo Park-Tax) and Sarah Priestley (London-Tax), led the transaction.

Shearman & Sterling has also advised Deutsche Bank, Standard Chartered Bank, ING and UBS as initial purchasers in respect the offering of US$300 million 7 percent senior notes due 2021 by HT Global IT Solutions Holdings Ltd. The notes will be listed on the SGX-ST. HT Global is a holding company incorporated in Mauritius by Baring Private Equity Asia V Mauritius Holdings (4) Ltd and owns a 71.25 percent controlling interest in Hexaware Technologies, a global provider of information technology and business process management services. Partners Andrew Schleider (Singapore-Capital Markets), Kyungwon Lee (Hong Kong-Capital Markets) and Nathan Greene (New York-Asset Management) led the transaction.

Simpson Thacher has represented China Logistics Properties Holdings Co Ltd (CNLP) in respect of its IPO in Hong Kong and Rule 144A/Regulation S offering of an aggregate of approximately one billion ordinary shares, which raised approximately HK$3.37 billion (US$434.5m) in gross proceeds. CNLP’s ordinary shares are listed on the HKSE. Credit Suisse and Deutsche Bank acted as joint sponsors, joint global coordinators, joint book-runners and joint lead managers. The firm also represented CNLP in connection with a US$300 million credit facility with Credit Suisse Singapore and a separate US$100 million debt facility with two financial institutions. Both transactions were entered into in connection with the IPO of CNLP, a leading premium logistics facilities provider in China. Capital markets partners Chris Lin and Christopher Wong, banking and credit partner Chris Bell and tax partner Robert Holo led the transaction.

Skadden is representing CEMEX Holdings Philippines Inc, one of the largest cement companies in the country, in respect of its approximately P25.1 billion (US$532.5m) IPO of common shares on the Philippine Stock Exchange. The common shares are being sold both in the Philippines and internationally under Rule 144A and Regulation S under the Securities Act. Shares began trading on 18 July 2016. Partners Gregory Fernicola, Rajeev Duggal and Jonathan Stone led the transaction.

Stephenson Harwood has advised Plover Bay Technologies Ltd in respect of its approximately HK$125 million (US$16m) listing on the main board of the HKSE. Established in 2006, Plover Bay, the fifth largest SD-WAN router vendor internationally in 2015 in terms of revenue value, is a well-established SD-WAN router vendor focusing on the design, development, marketing and sale of their products and services. Their products and services are used by enterprise users, such as multinational companies, as well as industry users, including those in the transportation, retail and education industries. Plover Bay market and sell their products and services to customers and end users under their own brands “Peplink” and “Pepwave”. Corporate partner Eugene Lai led the transaction.

Tay & Partners has represented Accuron Medtech Group, a division of Accuron Technologies, in respect of the acquisition of a 70 percent stake in Aurum Healthcare Sdn Bhd, a Malaysia-based medtech company focusing on developing products for cardiovascular, orthopaedics, anaesthesiology, nephrology and critical care applications. Accuron is a subsidiary of Temasek Holdings. Partner Tay Beng Chai led the transaction whilst Bird & Bird ATMD advised on Singapore law.

WongPartnership has acted as Singapore counsel to Citigroup Global Markets Singapore Pte Ltd and DBS Bank Ltd, as joint financial advisers, global coordinators and issue managers, and Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd, Morgan Stanley Asia (Singapore) Pte, Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd, as joint book-runners and underwriters, in respect of the IPO of units in Frasers Logistics & Industrial Trust on the main board of the SGX under Regulation S to raise approximately S$903 million (US$664.7m). Deputy Chairman Rachel Eng and partners Colin Ong and Wong Ee Kean led the transaction.

WongPartnership has also acted for Blackstone Singapore Pte Ltd in respect of its acquisition of a 75 percent interest in certain companies owned by Sime Darby Property Singapore Ltd (a subsidiary of Malaysian-listed Sime Darby Berhad), which own certain properties, namely Sime Darby Enterprise Centre and Sime Darby Centre. Partners Chan Sing Yee, Audrey Chng, Tan Teck Howe, Serene Soh and Christy Lim led the transaction.