Deals – July 27, 2016

AZB & Partners has advised Au Financiers (India) Ltd and International Finance Corp in respect their sale, together with other shareholders of 15.7 percent shares of AU Financiers to various buyers. Partners Gautam Saha and Shuchi Sinha led the transaction valued at INR751 crores (US$111.5m) and completed on 27 June 2016.

AZB & Partners is advising FIH Mauritius Investments Ltd (Fairfax) in respect of its acquisition of approximately 51 percent equity stake of Privi Organics Ltd. Partners Ashwin Ramanathan and Bhavi Sanghvi are leading the transaction which is valued at approximately INR3.7 billion (US$55m) and is yet to be completed.
[In last week’s Briefing, the above deal was incorrectly attributed to Rajah & Tann. We apologise for any inconvenience.]

AZB & Partners has also advised LafargeHolcim Ltd in respect of an agreement entered into by its wholly-owned subsidiaries, Financiere Lafarge SAS and Holderind Investments Ltd, with Nirma Ltd to sell their 100 percent interest in Lafarge India for an enterprise value of approximately US$1.4 billion. The sale is subject to Competition Commission of India approval. Senior partner Ashwath Rau and partner Dhruv Singhal are leading the transaction which was signed on 11 July 2016 and is yet to be completed.

Cyril Amarchand Mangaldas is advising JSW Energy Ltd in respect of Jaiprakash Power Ventures Ltd’s (JPVL) transfer / hive-off of its operational 500 MW coal-fired thermal power plant at Bina, Madhya Pradesh as a going concern through a scheme of arrangement under Sections 391-394 of the Companies Act 1956 to its subsidiary Bina Power Supply Ltd (BPSL). Subsequent to the scheme of arrangement being made effective and subject to other terms and conditions agreed between JSW Energy and JPVL, JSW Energy will acquire 100 percent of BPSL securities and will thus acquire ownership of the 500 MW power plant and associated facilities. The base enterprise value for the power plant is INR2,700 crores (US$401m) as on 1 September 2015. Mumbai infrastructure & project finance partner L Viswanathan and corporate partner Tushar Mavani, assisted by New Delhi infrastructure & project finance partner Ramanuj Kumar and Mumbai competition law partner Bharat Budholia, are leading the transaction which was signed on 18 July 2016 and is expected to close by 31 May 2017. Jaiprakash Power Ventures Ltd is represented by Vaish Associates.

Cyril Amarchand Mangaldas has also advised the Department of Investment and Public Asset Management, Ministry of Finance, Government of India in respect of the offer of shares to eligible employees of NTPC Ltd by the President of India, acting through the Ministry of Power. Through the offer, the President of India has divested 0.21 percent of its stake in NTPC, comprising of approximately 17.6 million equity shares at face value INR10 (US$0.148) each. The government raised approximately INR203.78 crores (US$30.25m) from this employee offer. Pursuant to this sale, the President of India’s share in NTPC has reduced to 69.74 percent. Managing partner Cyril Shroff, along with New Delhi corporate partner Aarti Joshi and capital markets partner Gokul Rajan, led the transaction.

Drew & Napier is acting for Temasek Holdings in respect of its offer to take SMRT private. Temasek’s wholly-owned Belford Investments proposed to acquire the 46 percent of SMRT not owned by Temasek at S$1.68 (US$1.24) per share for 702 million shares under a scheme of arrangement. The offer values SMRT at S$2.57 billion (US$1.9b). The scheme is subject to shareholders approval at a scheme meeting to be convened and at which Temasek cannot vote and to court sanction. If the scheme is successful, SMRT will become a wholly-owned subsidiary of Temasek and will be delisted from the SGX, 16 years after it went public. Directors Sandy Foo, Farhana Siddiqui and Maryam Menon from the Corporate/M&A team are advising on the transaction.

Howse Williams Bowers has acted as Hong Kong counsel for UOB Kay Hian (Hong Kong) as the underwriter in respect of the HK$361 million (US$46.5m) 1 for 5 rights issue of China Singyes Solar Technologies Holdings Ltd. China Singyes Solar is a professional renewable energy solution provider and building contractor with its main business focused on design, fabrication and installation of convention curtain walls and solar projects, including building integrated photovoltaic system, roof top solar system and ground mounted solar system. Corporate partner Brian Ho led the transaction.

Khaitan & Co has advised Quadria Capital Investment Advisors Pvt Ltd in respect of the approximately US$70 million investment by Helix Investment Holdings Pte Ltd Singapore in Concord Biotech Ltd through a combination of subscription to primary shares and purchase of shares from existing shareholders. Quadria Capital is an Asian private equity firm focused on growth capital investments in small cap and middle-market companies within the healthcare sector of South and Southeast Asia. Partner Joyjyoti Misra led the transaction.

Khaitan & Co has also advised India Infoline Finance Ltd (IIFL) in respect of the approximately US$148 million investment by CDC Group PLC in IIFL by subscription to compulsorily convertible preference shares. IIFL is one of the leading financial services companies in India. Partner Haigreve Khaitan and associate partner Abhishek Sinha led the transaction.

Kirkland & Ellis has represented HKSE-listed Shenzhen Expressway Company Ltd in respect of its issuance of US$300 million 2.875 percent bonds due 2021. BOC InternationalH acted as the sole global coordinator and sole book-runner. Hong Kong corporate partners Dominic Tsun, Benjamin Su and Henry Cheng led the transaction which closed on 18 July 2016.

Shearman & Sterling has advised Deutsche Bank, Standard Chartered Bank, ING, and UBS as initial purchasers in respect of 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. A holding company incorporated in Mauritius by Baring Private Equity Asia V Mauritius Holdings (4) Ltd, HT Global 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), working closely with Khaitan & Co and Appleby, led the transaction. HT Global was advised by Davis Polk & Wardwell, Luthra & Luthra Law Offices and Conyers Dill & Pearman (Mauritius).The trustee, DB Trustees (Hong Kong) Ltd, was represented by Hogan Lovells Lee & Lee and Appleby.

Shook Lin & Bok is acting for DBS Trustee Ltd, the trustee of Mapletree Commercial Trust (MCT), in respect of the approximately S$1.78 billion (US$1.3b) proposed acquisition of the office and business park components of Mapletree Business City (Phase 1) from Mapletree Business City Pte Ltd, a wholly-owned subsidiary of Mapletree Investments Pte Ltd. The acquisition constituted an interested person transaction under Chapter 9 of the Listing Manual and an interested party transaction under the Property Funds Appendix. Partners Tan Woon Hum and Andrea Ng are leading the transaction which is the second largest property deal in Singapore this year.

Simpson Thacher is representing Taiwan Stock Exchange (TSE)-listed Siliconware Precision Industrial Ltd (SPIL) in respect of its announced sale to TSE and NYSE-listed Advanced Semiconductor Engineering Inc (ASE). The transaction is valued at TW$184.32 billion (US$5.75b) and is subject to customary closing conditions. Both SPIL and ASE are headquartered in Taiwan and engaged in provision of independent semiconductor assembly and test services, with SPIL and ASE being the third and first largest, respectively, player in the industry. Partners Chris Lin and Katie Sudol (M&A) and Peter Thomas (antitrust) are leading the transaction.

Vaish Associates Advocates is advising Jaiprakash Power Ventures Ltd (JPVL) and its subsidiary Bina Power Supply Ltd (BPSL) in respect of JPVL’s hive-off and transfer of the 500 MW Bina Thermal Power Plant as a going concern basis to BPSL through the scheme of arrangement which is to be sanctioned by High Court/ NCLT on a slump exchange basis, i.e. in exchange for equity shares and non-convertible debentures of BPSL, which translates to an enterprise value of approximately INR2,700 crores (US$401m). Further, a securities purchase agreement has been executed on 18 July 2016 with JSW Energy Ltd regarding the sale of entire securities (equity and non-convertible debentures) held by JPVL of BPSL to JSW. Partner Bomi Daruwala is leading the transaction. Cyril Amarchand Mangaldas, led by partners Ramanuj Kumar and L Viswanathan, is also advising on the deal.

WongPartnership is acting for Righteous Crane Holdings Pte Ltd, a consortium led by Tower Capital, Blanca Investments and certain family shareholders of Eu Yan Sang International Ltd, in respect of the voluntary conditional cash offer for all the issued and paid-up ordinary shares in the capital of the company. The offer values the company at about S$269 million (US$198m). Partner Low Kah Keong is leading the transaction.

WongPartnership is also advising Standard Chartered Private Equity (Singapore) Pte Ltd in respect of its acquisition of the business and selected assets of Phoon Huat and Company (Private) Ltd. Best known for its Red Man brand of products, Phoon Huat is a leading producer of baking supplies in Singapore and has been in operation since 1947. Partners Andrew Ang, Jason Chua, Tan Teck Howe, Joyce Ang and Kylie Peh are leading the transaction.