Deals – June 29, 2016

Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie in Singapore, has advised The Siam Commercial Bank Public Company Ltd, one of Thailand’s largest commercial banks, in respect of its investment in Golden Gate Ventures Fund II LP, a venture capital fund focusing on Southeast Asia. Principal Kelvin Poa led on the transaction.

Baker & McKenzie.Wong & Leow, the Singapore member firm of Baker & McKenzie, has also advised DBS Bank Ltd, Citibank NA Singapore Branch, Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd as the lenders in respect of a A$620 million (US$457.8m) financing to Frasers Logistics & Industrial Trust (FLT) in relation to its IPO on the SGX. The S$903 million (US$666m) IPO is the largest on the local bourse so far this year and the biggest first-time share sale in Singapore since 2013. The financing to FLT was for its acquisition of a portfolio of 51 industrial properties in Australia. The properties were acquired by Frasers Centrepoint in 2014 as part of its purchase of the Australand Property Group.

Conyers Dill & Pearman has provided Cayman Islands and BVI advice to 361 Degrees International Ltd and certain BVI subsidiaries in respect of its issue of US$400 million 7.25 percent senior notes due 2021. 361 Degrees is a leading PRC sportswear enterprise involved in the design, development, manufacture and sale of sportswear products. Hong Kong office head partner Christopher Bickley and Hong Kong partner Anna Chong led the transaction, working alongside Orrick, Herrington & Sutcliffe.

Conyers Dill & Pearman has also provided Cayman Islands advice to eLong Inc, a leading mobile and online travel service provider in China, in respect of its US$661 million merger, by way of a “going private” transaction, with Tencent Holdings Ltd. Hong Kong partner and co-chair David Lamb led the transaction, working alongside Kirkland & Ellis, Goulston & Storrs PC and DaHui Lawyers.

Han Kun has acted as PRC counsel for Nasdaq-listed JD.com, a leading online direct sales company in China, in respect of its strategic partnership with NYSE-listed Walmart, a leading global retail company. The partnership is aimed at providing superior products and services to customers in China.

Han Kun has also acted as PRC counsel for Mayi.com in respect of its strategic acquisition by Tujia.com. Mayi.com and Tujia.com are China’s leading platforms for accommodation sharing. While maintaining its independent brand, operation and key management, Mayi.com will become a wholly-owned subsidiary of Tujia.com after this acquisition.

Khaitan & Co has advised Wockhardt Ltd 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, among others, research & development expenditure, 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 Ltd 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 Disha Medical Services Private Ltd in respect of Series A funding by NRJN Family Trust (the family trust of Mr Nandan Nilekani). Based out of Bangalore, Disha Medical Services runs a prominent chain of eye care hospitals and clinics focused on providing affordable treatment in lower-income markets. Associate partner Vinay Joy led the transaction.

King & Wood Mallesons has acted as international counsel for the joint lead managers in respect of the issuance of US$500 million 2.5 percent guaranteed notes due 2021 by ABCL Glory Capital Ltd, a wholly-owned subsidiary of Agricultural Bank of China Ltd (ABC). The notes are unconditionally and irrevocably guaranteed by Agricultural Bank of China Ltd Hong Kong Branch. ABC is a leading commercial bank in China in terms of total assets, total loans and total deposits. With over 23,600 domestic branches, ABC is one of the most recognised financial services brands in China. Hong Kong partner Hao Zhou led the transaction.

Kirkland & Ellis is representing Ascendent Capital Partners in respect of the HK$549 million (US$70.7m) acquisition of shares and subsequent HK$790 million (US$101.8m) conditional mandatory cash general offer by Araco Investment Ltd for HKSE-listed China Automation Group Ltd. Corporate partner Nicholas Norris and debt finance partner David Irvine led the transaction which was announced on 24 June 2016.

Maples and Calder has acted as Cayman Islands counsel to China Digital Video Holdings Ltd, a Cayman Islands company, in respect of its listing by way of placing of 155 million shares on the Growth Enterprise Market of the HKSE. The placing shares are offered at HK$1.90 (US$0.245) per share with gross proceeds of approximately HK$294 million (US$37.9m) for the issuer, a leading digital video technology solution and service company in the TV broadcasting industry in China. Maples Fund Services (Cayman) Ltd acted as principal share registrar and transfer office in the Cayman Islands. Jefferies Hong Kong Ltd acted as the sole sponsor and, together with Ping An of China Securities (Hong Kong) Company Ltd, as joint book-runners. Partner Derrick Kan led the transaction whilst King & Wood Mallesons acted as Hong Kong, US and PRC counsel. Sidley Austin acted as Hong Kong and US counsel and Han Kun Law Offices acted as PRC counsel to the sole sponsor and underwriters, respectively.

Minter Ellison has acted for ApplyDirect Ltd in respect of the completion of its A$8 million (US$5.9m) IPO and listing on the ASX. Shares in ApplyDirect began trading on the ASX on 23 June 2016. It listed with a market capitalisation of around A$33 million (US$24.4m). ApplyDirect is an emerging e-recruitment company that uses its proprietary software to directly connect job candidates with employers’ recruitment systems. It provides Australian employers with access to a purpose-built candidate-attraction system that cuts out recruitment agencies and associated costs and improves recruitment efficiencies and outcomes. Partner David Schiavello led the transaction.

Norton Rose Fulbright has advised BHL Ltd in respect of the proposed privatisation of Bracell Ltd. The privatisation will involve the cancellation of all shares not already held by BHL or Gold Silk Holdings Ltd. BHL’s offer of HK$1.78 (US$0.23) per share values Bracell at approximately HK$6.09 billion (US$784.8m). HKSE-listed Bracell is one of the largest specialty cellulose producers in the world. BHL is a special purpose vehicle incorporated to conduct the privatisation of Bracell. Its sole shareholder is the ultimate controlling shareholder of Bracell. Hong Kong partners Emma de Ronde and Jon Perry led the transaction.

Paul Hastings has represented Ping An ZQ China Growth Opportunity Ltd in respect of a US$210 million strategic investment in consumer beauty products company Nu Skin Enterprises. Ping An ZQ China Growth Opportunity consists of a consortium of experienced Chinese investors led by Ping An of China Securities (Hong Kong) Company Ltd and a group of additional investors affiliated with ZQ Capital Ltd. Under the terms of the investment, Ping An ZQ China Growth Opportunity is purchasing US$210 million 4.75 percent, four-year convertible senior notes with an initial conversion price of US$46.50 per share. The convertible notes will be general unsecured obligations of Nu Skin and will mature on 15 June 2020. Corporate partners Douglas Freeman and Brett King, supported by partners Victor Chen, David Grimm, Douglas Flaum, Alexander Lee and Scott Hataway, led the transaction.

Shardul Amarchand Mangaldas & Co has advised Prism Cement Ltd in respect of the acquisition of 15.23 percent stake in BLA Power Private Ltd for INR25 crores (US$3.7m). Following the transaction, Prism Cement will be able to acquire power from BLA Power on captive power plant basis. Partner Deepto Roy, supported by partner Jay Parikh, led the transaction which was signed 6 June 2016.

Shardul Amarchand Mangaldas & Co has also advised Uber in respect of the vehicle purchase and financing agreements with Tata Motors Ltd, Tata Motors Financial Ltd and Tata Capital Ltd. The agreement is the first of its kind vehicle sale and financing arrangement in India. Partner Deepto Roy, supported by partners Ashni Roy, Abhay Sharma, Shweta Shroff Chopra and Manika Brar, also led the transaction which closed on 16 June 2016. AZB & Partners advised Tata.

Skadden is acting as US advisor to NYSE-listed China Ming Yang Wind Power Group Ltd’s special committee of the board of directors in respect of its approximately US$408 million going private takeover by its chairman and a group of private equity sponsors. Ming Yang is a leading wind energy solution provider in China. Partner Peter Huang led the transaction.

Trilegal has advised CLP India Private Ltd, one of the largest foreign investors in the Indian power sector, in respect of a joint venture with Suzlon Energy Ltd, one of the leading renewable energy solutions providers in the world, to develop a 100 MW solar project at Veltoor, Telangana. Under a share subscription and shareholders’ agreement dated 14 June 2016, CLP Windfarms (India) Private Ltd has acquired a 49 percent stake in SE Solar Ltd, an SPV set up by Suzlon. CLP has the option to acquire the remaining 51 percent stake in the future. The project is expected to be commissioned by May 2017 and will be funded 80 percent by debt and 20 percent by equity. Partners Neeraj Menon and Delano Furtado led the transaction which was valued at INR73.5 crores (US$10.8m).

WongPartnership has advised the mandated lead arrangers and the syndicate of lenders in respect of the grant of S$1 billion (US$738m) syndicated term loan facilities to Gold Ridge Pte Ltd, the proprietor of the Nex shopping mall. The facilities were granted in tandem with the establishment of Gold Ridge’s S$400 million (US$295m) secured multicurrency medium term note programme. Partners Christy Lim, Angela Lim, Annabel Kang, Hui Choon Yuen, Goh Gin Nee and Khoo Yuh Huey led the transaction.

WongPartnership has also acted for DBS Bank and United Overseas Bank in respect of the drawdown of S$300 million (US$221.4m) 3.55 percent fixed rate notes due 2026 under the S$1 billion (US$738m) MTN programme by Starhub Ltd. Partner Hui Choon Yuen led the transaction.