Deals – July 29, 2015

Allens has advised leading global satellite telecommunications service provider SpeedCast International Ltd in respect of its acquisition of the assets of NewSat from receivers McGrathNicol. Under the deal, SpeedCast purchased NewSat’s teleport and satellite services business. The transaction followed the appointment of receivers and managers to NewSat on 17 April 2015. Partners Gavin Smith and Victoria Holthouse led the transaction which required simultaneous settlement actions in Sydney, Hong Kong and Brisbane.

AZB & Partners is advising Fairfax India Holdings Corp in respect of FIH Mauritius Investments Ltd’s open offer, together with HWIC Asia Fund (Class A Shares) (PAC 1), I Investments Ltd (PAC 2) and FIH Private Investments Ltd (PAC 3), to IIFL Holdings Ltd shareholders to acquire up to 26 percent equity shares of IIFL Holdings. Partners Ashwin Ramanathan, Bhavi Sanghvi and Rushabh Maniar are leading the transaction which is valued at approximately INR16.2 billion (US$252.2m) and is yet to be completed.

AZB & Partners has also advised CLSA India Private Ltd and JP Morgan India Private Ltd as joint global coordinators and book-running lead managers in respect of The Phoenix Mills Ltd’s qualified institutions placement of equity shares. Partner Varoon Chandra led the transaction which was valued at approximately INR2.83 billion (US$44m) and was completed on 17 July 2015.

Cyril Amarchand Mangaldas has advised Oberoi Realty Ltd in respect of the allotment on a preferential basis of 11 million equity shares of INR10 (US$0.156) each of Oberoi Realty at INR295 (US$4.60) per equity share, including a premium of INR285 (US$4.44) per share, aggregating to approximately INR3.24 billion (US$50.46m) to Aranda Investments (Mauritius) Pte Ltd, a wholly-owned indirect subsidiary of Temasek Holdings (Private) Ltd. The allotment of equity shares was on 20 July 2015. Mumbai capital markets partner Yash Ashar led the transaction.

Cyril Amarchand Mangaldas is also advising Piramal Realty Private Ltd, the real estate development arm of the Piramal Group, and PRL Developers Private Ltd, an entity promoted by Piramal Realty, in respect of the private equity investment made by Foglight Investment Ltd, an entity of the Warburg Pincus Group, for a minority stake in PRL Developers. PRL Developers will initially focus on the development of real estate projects, both residential and commercial, in Mumbai. The deal is one of the largest investments in the real estate sector in India in recent times. Mumbai corporate partners Vandana Sekhri and Ravi Kumar are leading the transaction which was signed on 15 June 2015 and is expected to close on 31 July 2015.

Davis Polk has advised the joint global coordinators in respect of a US$300 million Regulation S-only credit enhanced bonds offering by Boom Up Investments Ltd, a wholly-owned subsidiary of China Minsheng Investment Corp Ltd. The bonds have the benefit of a keepwell deed provided by China Minsheng Investment and an irrevocable Standby Letter of Credit from China Construction Bank Corp Hong Kong Branch. China Minsheng Investment is a leading private investment company with the support of 59 well-known PRC private enterprises as shareholders. It operates primarily through its subsidiaries whose businesses include but not limited to financial investment, property investment, modern property management, new energy, general aviation and cross-border investment and financing. Partner Paul Chow led the transaction.

DLA Piper has represented Ping An of China in respect of the sale of its remaining shares in Yihaodian to Wal-Mart Stores Inc of the USA. Wal-Mart acquired the outstanding shares in Yihaodian, the fast-growing e-commerce business, taking full ownership, further to previously holding 51 percent of shares in the company. Wal-Mart plans to invest in accelerating its e-commerce capabilities and create a seamless experience across online, mobile and stores. Shanghai partners Kit Kwok and Roy Chan led the transaction. Morrison & Foerster represented Wal-Mart.

Herbert Smith Freehills has advised HORIBA Ltd, a leading Japanese global analytical and life sciences instrumentation company, in respect of its largest acquisition in the UK. HORIBA has acquired the entire business operations of MIRA Ltd, the UK-registered vehicle engineering consultancy and testing services provider. HORIBA’s acquisition of MIRA is designed to expand its vehicle development and testing business and contribute to its development of next-generation vehicles. Founded in 1945 and based in Kyoto, Japan, TSE-listed HORIBA is a leading supplier in automotive test systems including for engines, drivelines, brakes, emissions and wind tunnel balances. MIRA is a world-renowned independent vehicle engineering consultancy based in Nuneaton, near Birmingham, the heart of the UK’s historic car and motor racing engineering region. Corporate partners Graeme Preston in Tokyo and Gavin Davies in London led the transaction.

Herbert Smith Freehills has also advised Yahoo! JAPAN in respect of its joint venture with global travel search engine Skyscanner Ltd to expand both companies’ penetration of the lucrative Japanese travel search market. Skyscanner attracts over 40 million users every month and will share its search engine technology with Yahoo! JAPAN, in turn gaining access to Yahoo! JAPAN’s audience of currently over 80 million daily users, generating some 60 billion pages views per month. Tokyo partners Graeme Preston and Damien Roberts led the transaction.

J Sagar Associates has advised DBS Bank Ltd and Standard Chartered Bank as the joint lead managers in respect of Reliance Communications Ltd’s issuance of US$300 million 6.5 percent senior secured notes due 2020. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

J Sagar Associates has also acted as sole Indian counsel to Export-Import Bank of India (EXIM) in respect of the ‘updation’ and ‘upsizing’ of EXIM’s US$10 billion medium term note programme. Barclays Bank PLC and Citigroup Global Markets Ltd were the dealers for the transaction. Partners Dina Wadia and Uttara Kolhatkar led the transaction whilst Allen & Overy was the sole international counsel.

Khaitan & Co has advised AA plc in respect of a joint venture with TVS Automobile Solutions Ltd for carrying on the business of 24×7 emergency roadside assistance services in India. The JV is being operated through TVS Auto Assist (India) Ltd, in which AA acquired 49 percent stake. AA is the UK’s leading provider of roadside assistance, with approximately 3,000 patrols attending to an average of around 10,000 vehicular breakdowns every day. Associate partner Surbhi Kejriwal led the transaction.

Khaitan & Co has also advised Meru Capital Group LP in respect of the subscription of convertible preference shares of Mswipe Technologies Private Ltd as part of a Series C round funding, with Ola Cabs and Falcon Edge Capital co-investing with Meru for a total of US$25 million. Meru Capital is a hedge fund sponsor and primarily provides its services to pooled investment vehicles. It invests in public equity, fixed income and alternative markets across the globe. Partner Joyjyoti Misra led the transaction.

Luthra and Luthra Law Offices has advised Manpasand Beverages Ltd in respect of its debut IPO of 12.5 million equity shares with face value of INR10 (US$0.156) each at INR320 (US$4.99), aggregating to approximately INR4 billion (US$62.5m). The IPO is one of the first by a beverages company in India in several years. SAIF Partners India IV Ltd and Aditya Birla Private Equity were existing private equity investors in the company. The merchant banks on the transaction were Kotak Mahindra Capital Company Ltd, IIFL Holdings Ltd and ICICI Securities Ltd. Partner Manan Lahoty led the transaction.

Majmudar & Partners has represented Hareon Solar Technology Company Ltd, one of China’s largest solar energy companies, in respect of a joint venture agreement with ReNew Power Ventures Private Ltd to develop a solar project of 72 MW capacity in the State of Andhra Pradesh, India. Headquartered in Jiangyin, Jiangsu Province, China, Hareon Solar is a solar pioneer and is one of the fastest growing and largest photovoltaic manufacturing companies in the world. Renew Power is one of India’s largest clean energy companies. Partner Rukshad Davar led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Jupai Holdings Ltd in respect of its IPO of 5.3 million American depositary shares (ADSs), each representing six ordinary shares of Jupai, which closed on 21 July 2015. The ADSs were priced at US$10 each and the offering raised approximately US$53 million. The ADSs were listed on the NYSE. Jupai is a leading third-party wealth management service provider focusing on distributing wealth management products and providing quality product advisory services to high-net-worth individuals in China. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Credit Suisse and China Renaissance, the joint underwriters for the IPO, were advised by O’Melveny & Myers.

Norton Rose Fulbright has advised BOCI Asia in respect of Sky Light Holdings Ltd’s HK$676 million (US$87.2m) global offering and IPO on the Main Board of the HKSE. BOCI Asia Ltd was sole sponsor, sole global coordinator, sole book-runner and sole lead manager. Sky Light is a leading global digital imaging device and solution provider for the action camera industry. It is the principal manufacturer of “GoPro”, a major camera brand. Hong Kong partners Psyche Tai and Winnie Chan led the transaction.

Norton Rose Fulbright has also advised DUET Group in respect of the European and US aspects of its acquisition of Energy Developments Ltd (EDL). DUET reported to the ASX on 20 July 2015 that it had entered into a scheme of implementation deed with Energy Developments, through which it would acquire 100 percent of EDL’s shares. Purchased through a scheme of arrangement, the acquisition was for A$8.00 (US$5.83) per share payable in cash. EDL, which operates in Australia, the US and the UK/Europe, has more than 900MW of installed generation capacity. Financial close is expected in October this year once shareholder, court and other necessary approvals were secured. To fund the deal, DUET launched a fully underwritten A$1.67 billion (US$1.22b) equity capital raising. Partner and Global Head of Energy Simon Currie, assisted by partners Wasim Khan and Catrina Smith in London, Head of Power and Alternative Energy Patrick Groomes in Washington DC and partner Dimitris Assimakis in Athens, led the transaction.

O’Melveny & Myers has acted as international counsel to Barclays, Citigroup and DBS Bank as the joint placement agents and underwriters in respect of SGX-listed real estate investment trust Frasers Commercial Trust’s placement of 96 million REIT units for proceeds of approximately S$142 million (US$103.8m). Singapore partner Andrew Hutton led the transaction.

Rajah & Tann is advising SGX-ST Catalist Board-listed QT Vascular Ltd in respect of its issue of US$13.14 million 8 percent convertible bonds due 2017/2018. The group is engaged in the design, assembly and distribution of advanced therapeutic solutions for the minimally invasive treatment of complex vascular diseases. Its products are marketed in the US, as well as in growing medical device markets, including Europe, PRC, Japan and other parts of Asia. Partners Danny Lim and Chia Lee Fong are leading the transaction which was announced on 24 July 2015 and is yet to be completed.

Shardul Amarchand Mangaldas & Co has advised Jupiter Wagons Ltd and Jupiter Alloys & Steel (India) Ltd in respect of the investment by Slovakian railway wagon manufacturer Tatravagonka AS into the Jupiter Group, manufacturer of railway wagons, railway crossings and railway switches. The Jupiter Group received the investment through primary infusion as well as secondary transfers from the existing promoters of the Jupiter Group. The investment will be carried out in multiple tranches, with the investor initially acquiring a significant minority stake and, subject to certain commercial milestones, eventually scaling up to 50 percent stake in the Jupiter Group. Partner Abhishek Guha led the transaction. Khaitan & Co Mumbai acted as Indian advisors to Tatravagonka AS.

Skadden is advising Nikkei Inc in respect of an agreement to buy the FT Group from Pearson PLC for £844 million (US$1.3b). Financial Times is one of the world’s leading news organisations and publishes titles including the FT newspaper, FT.com, How to Spend, The Banker and Investors Chronicle. Nikkei is the largest independent business media group in Asia. It acts as an operating holding company with its flagship newspaper Nikkei as a core. Group operations range from books and magazines to digital media, database services, broadcasting and other activities, such as economic/cultural events. Partners Mitsuhiro Kamiya in Tokyo and Scott Hopkins in London are leading the transaction. Freshfields advised Pearson.

Weerawong, Chinnavat & Peangpanor has represented Global Power Synergy Public Company Ltd (GPSC) in respect of its first solar power plant project in Ichinoseki, Japan. GPSC acquired from Conergy Asia a 99 percent stake in Ichinoseki Solar Power 1 GK, the project company holding the right to develop an 18 MW solar power plant in Japan. The capacity will be increased to 20 MW when operations are scheduled to commence in 2017. Partner Passawan Navanithikul led the transaction which is valued at US$9 million and closed in March 2015.

Weerawong, Chinnavat & Peangpanor has also represented Ananda MF Asia Bangna Co Ltd as the borrower in respect of credit facilities with Krung Thai Bank Public Company Ltd in the acquisition of 48 plots of land and the construction of a condominium project in Bangkok. The residential project is a joint investment between Ananda Development Public Company Ltd and Mitsui Fudosan Co Ltd, a major real estate developer in Japan. Ananda MF’s fast-growing residential projects are in close proximity to mass transit stations in Bangkok. The deal was valued at approximately β1.9 billion (US$51.64m) and structured to ensure the equivalence of liabilities among the shareholders. Partner Passawan Navanithikul also led the transaction.

WongPartnership has acted as Singapore counsel for Global Logistic Properties Ltd in respect of the establishment of its second China-focused US$7 billion fund to develop modern logistics facilities in the PRC. Partners Low Kah Keong and Charlotte Sin led the transaction.

WongPartnership has also acted for iX Biopharma Ltd in respect of its IPO of shares and listing on Catalist, the sponsor-supervised listing platform of the SGX. Partner Long Chee Shan led the transaction.