Deals – June 10, 2015

Allen & Gledhill has also advised DBS Bank Ltd as arranger, Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent, Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent, Deutsche Bank Luxembourg SA as non-CDP registrar and DB International Trust (Singapore) Ltd as trustee for holders of the securities in respect of the establishment of a S$500 million (US$369.4m) multicurrency debt issuance programme by AVJennings SPV No 10 Pty Ltd. The programme is unconditionally and irrevocably guaranteed by AVJennings Ltd. Partners Margaret Chin, Ong Kangxin, Sunit Chhabra and Daselin Ang led the transaction.

AZB & Partners is advising International Finance Corp in respect of its acquisition of a stake in ISQ Asia Infrastructure I-A Pte Ltd, an investment holding company through which investments are made in operational roads and related infrastructure projects in India. Partner Gautam Saha is leading the transaction which was announced on 20 April 2015 and is yet to be completed.

AZB & Partners has also advised Sion Investment Holdings Pte Ltd, an indirect subsidiary of Baring Private Equity Asia, in respect of its acquisition of up to 100 percent of the share capital of CMS Info Systems Ltd, pursuant to the execution of two share purchase agreements both dated 16 February 2015. Partner Samir Gandhi led the transaction.

Baker & McKenzie has advised HKSE-listed Reorient Group Ltd, a provider of financial services businesses in Hong Kong and the US, in respect of its share subscription agreements with Yunfeng Financial Holdings Ltd (YFHL) and four other investors, raising approximately HK$3.9 billion (US$503m) in fresh capital. The net proceeds will be used by Reorient to support the development of its existing financial services businesses and for general working capital purposes. Upon completion of the transaction, which is subject to shareholders and various regulatory approvals, approximately 56 percent of the enlarged share capital of Reorient will be controlled by YFHL through its indirectly controlled subsidiary Jade Passion whilst 25 percent will be held by four other new investors and the remaining 19 percent will be held by current Reorient shareholders. Hong Kong corporate partners Lawrence Lee and Christina Lee led the transaction.

Clifford Chance has advised HSBC, CIMB, JP Morgan and Dubai Islamic Bank as the lead arrangers in respect of a US$2 billion sovereign sukuk raised by the Republic of Indonesia. The sukuk is the largest single tranche US dollar sukuk issued in Asia and the Republic’s largest ever US dollar sukuk issuance. The issuance attracted interest from a diverse group of domestic and international investors, with increased interest from Islamic investors evident compared to Indonesia’s previous sukuk offering. The 144A/Reg S 10-year Islamic bond drew orders of more than US$6.8 billion and priced inside guidance to yield 4.325 percent, cutting through Indonesia’s outstanding sukuk curve. Dubai partner and global head of Islamic finance Qudeer Latif and Singapore partner Johannes Juette led the transaction.

Clifford Chance has also advised 15 banks in respect of the international aspects of Garuda Indonesia’s US$500 million sukuk. The sukuk is the first-ever offshore US dollar offering by an Indonesian corporate issuer and the first sukuk issuance utilising the airline capacity structure (as part of a sukuk-al-wakala structure) in Asia. Garuda Indonesia will use part of the money raised from the sukuk issuance to refinance its debt (including Garuda Indonesia’s existing US$400 million shariah-compliant refinancing, on which the firm also advised), with the rest being used for general purposes. Partners Stuart Ure and Qudeer Latif led the transaction whilst Linda Widyati & Partners, Clifford Chance’s associate Indonesian firm, advised on the Indonesian law aspects of the transaction. A separate team in Hong Kong led by partner Matt Fairclough advised The Hongkong and Shanghai Banking Corp as the delegate.

Deacons is advising JAC Capital, a subsidiary of Chinese state-owned investment company JIC Capital, in respect of the US$1.8 billion acquisition of NXP Semiconductors’ power amplifier business. The transaction is one of the largest outbound technology deals of 2015. NXP Semiconductors’ business is primarily focused on supplying the mobile communications base station market but has potential future growth applications in the areas of industrial lighting, next generation cooking and automotive electronic ignition systems. The transaction is subject to review and approval by the US Federal Trade Commission, the European Commission, MOFCOM and other agencies. NXP and JAC Capital expect the sale to close within the second half of 2015, pending required regulatory approval and employee representative consultations. Corporate finance partner Alexander Que and partners Catherine Zheng (intellectual property) and Kelvan Cheung (corporate finance) are leading the transaction. Houthoff Buruma is acting for the purchaser whilst De Brauw Blackstone Westbroek is representing the seller.

Deacons has also acted for RaffAello Capital Ltd as the sole sponsor and the underwriters in respect of the listing by way of placing of Golden Power Group Holdings Ltd on the Growth Enterprise Market of the HKSE. Golden Power is principally engaged in the manufacture and sale of a broad range of batteries for various electronic devices to the PRC, Hong Kong and international markets, both under its own ‘‘Golden Power’’ brand and the brands of its private label and OEM customers. The listing was expected to close on 5 June 2015. Partner Rhoda Yung led the transaction which was valued up to HK$75.6 million (US$9.75m) whilst Global Law Office advised as to PRC law. Golden Power was advised by ONC Lawyers Partners on Hong Kong law, Yuan Tai Law Offices on PRC law, Appleby on Cayman Islands law, Nixon Peabody on US law and Graf von Westphalen on European Union law.

HSA has advised IFC and the Government of Jharkhand in respect of selecting private partners through a competitive tender process for the development and operation of pathology centres in all 24 districts of the state. Pursuant to a competitive tender process, Medall Healthcare Private Ltd and SRL Ltd have been selected as the private partners for development and operation of pathology centres in their respective cluster, each cluster comprising of 12 districts of the state. Managing partner Hemant Sahai and partner Pranav Singh led the transaction.

J Sagar Associates has advised Ecom Express Private Ltd and its promoters in respect of the investment made by Warburg Pincus through one of its affiliates. The composite structure of the deal involved a primary infusion as well as a purchase of securities from the existing investors, including some angel investors, aggregating to a deal size of INR850 crores (US$132.9m). Delhi-headquartered Ecom is a leading logistics company in the e-commerce space, providing logistics and delivery services to the e-commerce industry and courier and express services for B2B and B2C customers. It was founded in 2012 and currently has over 320 delivery centres and 8,000 employees in about 210 cities. Partner Pallavi Puri led the transaction. AZB & Partners, led by partners Anil Kasturi and Nandita Govind, advised Warburg Pincus.

J Sagar Associates has also advised Anheuser-Busch InBev, the world’s largest brewer headquartered in Belgium, in respect of its corporate restructuring in India, including an exit from its joint venture with RJ Corp to go solo through Crown Beers India Pvt Ltd, its wholly-owned subsidiary. The deal will allow Anheuser-Busch InBev to expand in India independently through additional brand investment and capacity expansion. Anheuser-Busch InBev has over 25 percent of the world’s market share for beer and counts over 200 beer brands in its portfolio, including Budweiser, Corona, Stella Artois, Beck’s, Leffe and Hoegaarden. Partner Upendra Nath Sharma, assisted by chairman and founder Jyoti Sagar, led the transaction whilst Covington and Burling acted as international advisors on the transaction. RJ Corp was represented by Dua Associates.

Khaitan & Co has advised Emami Ltd in respect of the acquisition of the hair and scalp care business under the ‘Kesh King’ and allied brands from Sanjeev Juneja for approximately US$258.6 million. Emami, a public limited company listed on the BSE and NSE, is an Indian producer of fast moving consumer goods, such as cosmetics and health and baby products. Partner Haigreve Khaitan and associate partner Surbhi Kejriwal, assisted by partner Adheesh Nargolkar and executive director Dinesh Agrawal, led the transaction.

Khaitan & Co has also advised Bandhan Financial Services Ltd (BFSL) in respect of the approximately US$ 250.7 million investment by International Finance Corp, Caladium Investment Pte Ltd and Small Industries Development Bank of India in BFSL and Bandhan Bank Ltd. BFSL is a micro-finance institution based out of Kolkata and one of the few entities which was granted an in-principle approval by the Reserve Bank of India to establish a new bank in the private sector in accordance with the guidelines issued by RBI. Partners N G Khaitan, Bharat Anand and Joyjyoti Misra and associate director Sumit Chakraborty, assisted by executive director Arshad (Paku) Khan, led the transaction.

Locke Lord has advised HKSE-listed Huisheng International Holdings Ltd in respect of its HK$100 million (US$12.9m) top-up placing and subscription of shares to investors. Hong Kong partner Michael Fung led the transaction which closed on 29 May 2015.

Locke Lord has also advised Grand Concord International Holdings Ltd in respect of the placing of 6 percent HK$50 million (US$6.45m) one-year convertible bonds at an initial conversion price of HK$1.386 (US$0.179). Hong Kong partner Michael Fung also led the transaction which closed on 20 May 2015.

Majmudar & Partners has advised Glenmark Pharmaceuticals Ltd in respect of its merger with its subsidiaries Glenmark Generics Ltd and Glenmark Access Ltd, including drafting and finalizing the scheme documents and applications, obtaining approval of the Competition Commission of India, the stock exchanges and the Securities and Exchange Board of India and sanction of the High Court of Bombay. Partner Rukshad Davar led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Qunar Cayman Islands Ltd, a NASDAQ-listed Cayman Islands company which is a leading mobile and online travel platform in China, in respect of a strategic investment, in the form of US$500 million senior unsecured convertible notes, led by private-equity firm Silver Lake. Silver Lake invested US$330 million whilst a local Chinese investment firm invested US$170 million. Partner Greg Knowles led the transaction whilst Shearman & Sterling, led by partners Paul Strecker (Hong Kong – M&A), Lee Edwards (Beijing – M&A), Michael Dorf (San Francisco – M&A), Alan Yeung (Hong Kong – Capital Markets) and Alan Seem (Menlo Park – Capital Markets), acted as US counsel.

Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to CK Hutchison Holdings Ltd (CKH Holdings), Hutchison Whampoa Ltd (Hutchison) and Cheung Kong Property Holdings Ltd (CK Property) in respect of the scheme of arrangement of Hutchison and the spin-off of the development and rental property and hotel business of CKH Holdings group and Hutchison group to CK Property, an exempted company incorporated in the Cayman Islands. The shares of CKH Holdings listed on the main board of the HKSE on 18 March 2015. The spin-off is effected through the issuance of new CK Property shares to CKH Holdings qualifying shareholders and listing of CK Property shares on the HKSE. Simultaneously with the withdrawal of the listing of Hutchison shares on the HKSE, shares of CK Property were listed on the HKSE by way of introduction and became a constituent stock of Hang Seng Composite LargeCap Index on 3 June 2015. The removal of layered holding structure between Cheung Kong and Hutchison allows public shareholders to directly invest in two separate listed companies. Partner Mark Western led the transaction. Woo Kwan Lee & Lo and Freshfields Bruckhaus Deringer advised Cheung Kong group and Hutchison. HSBC and Merrill Lynch, as joint sponsors to the listing of CK Property, were advised by Linklaters. Maples Fund Services acted as principal registrar to the listing and was instrumental to reflect all ownership details to the Cayman register of members.

Morrison & Foerster has advised CLSA, Credit Suisse, Haitong International and Jeffries as placing agents in respect of Guangzhou-based Evergrande Real Estate Group’s US$600 million top-up placement. The block in Evergrande launched on 28 May 2015 and closed on 2 June 2015. Hong Kong capital markets partner Charles Chau led the transaction.

Norton Rose Fulbright has advised HSBC as the sole manager in respect of the block sale of 191.4 million shares in Sinotrans Ltd, a company listed on the main board of the HKSE, by Deutsche Post Beteiligungen Holding GmbH at a total consideration of approximately HK$1.09 billion (US$140.6m). Sinotrans is one of the largest logistics companies in China. It also provides support services of storage and terminal services, trucking and marine transportation services. It is based in Beijing and was incorporated in 2002. It was listed on the HKSE in 2003 with Sinotrans Group as its controlling shareholder. Deutsche Post Beteiligungen Holding GmbH is a subsidiary of Deutsche Post AG, the world’s largest courier company. The company was founded in 1999 and is headquartered in Bonn, Germany. Hong Kong partners Psyche Tai and Allan Yee led the transaction. Linklaters advised the seller.

Norton Rose Fulbright has also acted for major Chinese steel company Ansteel Group Corp in respect of a US$1.481 billion refinancing of Karara Mining Ltd (KML). The firm advised Ansteel on a secured refinancing of its majority-owned KML, which was provided by a syndicate of Chinese banks. KML was established in 2007 for the development of the major Karara Iron Ore Project in Western Australia. The refinancing required a new financing and security package to be put in place in a tight timeframe. It also required extensive negotiation with Gindalbie Metals Ltd, the minority owner of KML, which provided a counter-guarantee and indemnity to Ansteel. The firm also advised Ansteel on the counter guarantees required by Gindalbie on two separate unsecured facilities KML put in place with China Guangfa Bank and Shanghai Pudong Development Bank for a joint total of US$500 million. Partners Jake Howard (banking and finance) and James Stewart (corporate), assisted by partner Liz Allnutt in Perth, led the transaction. Ashurst acted for KML.

Rajah & Tann has advised SGX-ST Mainboard-listed Gallant Venture Ltd in respect of the second tranche of its fourth issue of notes, to be consolidated and form a single series with the existing S$175 million (US$129.5m) notes due 2018 issued on 6 April 2015, under its US$500 million Euro Medium Term Note Programme. The S$55 million (US$40.7m) 7 percent notes due 2018 were issued on 27 May 2015. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the PRC. The group has operations in automotive, utilities, industrial parks, resort operations and property development areas. DBS Bank Ltd acted as the sole lead manager and book-runner. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction.

Shardul Amarchand Mangaldas & Co is advising Sanjeev Juneja as the seller in respect of the sale of the Kesh King and Kesh Pari business as a going concern to Emami Ltd. Partners Jatin Aneja, Anubhuti Agarwal and Dev Robinson led the transaction which was valued at INR1651 crores (US$257.9m) and is expected to close by 15 June 2015. Khaitan & Co Mumbai advised Emami.

Stephenson Harwood has acted for BOCOM International (Asia) Ltd as the sole sponsor in respect of D&G Technology Holding Ltd’s listing of securities on the Main Board of the HKSE on 27 May 2015, raising approximately HK$342 million (US$44m). The issuer is a leading market player in the PRC focusing on the production of medium to large-scale asphalt mixing plants. It specialises in the research and development, design, manufacturing and sale of asphalt mixing plants and provide one-stop customised solutions to customers in the PRC and abroad. Managing partner Voon Keat Lai led the transaction.

WongPartnership is acting for Maybank Kim Eng Securities Pte Ltd, the independent financial adviser to the directors of STATS ChipPAC Ltd who are considered independent in respect of the pre-conditional voluntary general offer by JCET-SC (Singapore) Pte Ltd for all the issued and paid-up ordinary shares in STATS ChipPAC’s capital for approximately US$780 million. Partners Andrew Ang, Audrey Chng and Dawn Law are leading the transaction.

WongPartnership has also acted for Telstra Corp Ltd in respect of the proposed acquisition for approximately US$697 million of Pacnet Ltd, Asia’s biggest private owner of submarine communication cables. Joint managing partner Ng Wai King and partners Tan Sue-Lynn, Lam Chung Nian, Kylie Peh and Tan Teck Howe led the transaction.