Deals, March 17, 2016

Allen & Gledhill has also advised TPG Capital in respect of the acquisition of a 50 percent stake in Myanmar Distillery Company, one of Myanmar’s leading spirits makers. Partner Chiam Tao Koon led the transaction.

AZB & Partners has advised KKR Mauritius Cement Investments Ltd in respect of the acquisition by Dalmia Bharat Ltd (DBL) of approximately 15 percent equity stake of KKR in Dalmia Cement (Bharat) Ltd and the acquisition by KKR of 8.5 percent stake in DBL. Partner Ashwin Ramanathan led the transaction which was valued at approximately INR12.15 billion (US$180m) and was completed on 9 March 2016.

AZB & Partners is also advising Asia Climate Partners (ACP), through one of its group entities Sabr India Investment Ltd, in respect of ACP’s acquisition of a significant minority equity stake in Swastik Roadlines Private Ltd from, inter alia, India Equity Partners. Partner Gautam Saha is leading the transaction which was signed on 15 February 2016 and is yet to be completed.

Clifford Chance has advised New World Development’s subsidiary NWS Holdings Ltd and Chow Tai Fook Enterprises Ltd in respect of a joint venture with US aircraft leasing company Aviation Capital Group Corp to form Bauhinia Aviation Capital Ltd. The JV’s initial capital commitment of US$600 million will be used to build a portfolio of approximately 50 commercial aircraft. Partner Cherry Chan, supported by partner Paul Greenwell, led the transaction.

Cyril Amarchand Mangaldas is advising UltraTech Cement Ltd in respect of the proposed acquisition of identified cement assets from Jaiprakash Associates Ltd and its subsidiaries Jaypee Cement Corp Ltd and Jaypee Power Ventures Ltd. A binding memorandum of understanding for the proposed acquisition has been signed between the parties on 28 February 2016, pending execution of definitive agreements and regulatory approvals. UltraTech Cement will be acquiring 12 assets located across six states upon completion of the transaction which would add 22.4 MTPA cement capacity to UltraTech’s cement base, making this the largest acquisition in the Indian cement industry. The total enterprise value attributed to the assets is INR16,500 crores (US$2.45b). The deal also includes sale of certain units that are currently under implementation for which UltraTech Cement will be paying an additional INR470 crores (US$70m). Partners Vandana Shroff, Tushar Mavani, Aarti Joshi and Nisha Kaur Uberoi are leading the transaction.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Plutus Financials Pvt Ltd, a special purpose vehicle set up by former GE veterans Pramod Bhasin and Anil Chawla with financial co-investment by Aion Capital Partners (a strategic partnership between Apollo Global and ICICI Ventures) to acquire the entire shareholding of GE Capital Services India and GE Money Financial Services Private Ltd from their respective shareholders. Partners Raghuram Raju, Nivedita Tiwari, Raghuram Raju, Harry Chawla and Nisha Kaur Uberoi led the transaction whilst Allen and Overy London acted as English counsel for Plutus Financials Pvt Ltd and Aion Capital Partners.

Duane Morris & Selvam has acted as US counsel to the President of India, represented by and acting through the Ministry of Shipping, Government of India, in respect of the sale of approximately INR11.4 billion (US$169.2m) worth of equity shares in Container Corp of India Ltd ‎in an offer for sale on the stock exchanges in India pursuant to Regulation S and Rule 144A under the Securities Act of 1933, as amended. Jamie Benson, head of the US securities law practice and of the India practice desk, led the transaction.

Herbert Smith Freehills has advised MIE Holdings Corp in respect of the disposal of 60 percent of its indirectly wholly-owned subsidiary, Palaeontol BV, to Reach Energy Berhad for approximately US$154.9 million. Palaeontol indirectly holds oil and gas assets in southwest Kazakhstan. The share sale and purchase agreement was signed on 5 March 2016 and the transaction is expected to complete later this year. HKSE-listed MIE Holdings is a leading independent upstream oil and gas company principally engaged in the exploration, development, production and sale of crude oil and other petroleum products in China, Kazakhstan and the US. Reach Energy is an oil and gas special purpose acquisition company listed on the Malaysia Stock Exchange. The proposed acquisition will be the first oil and gas asset to be owned by Reach Energy. Partner Hilary Lau, assisted by partners Tom Chau (capital markets), Monica Sun (energy) and Fergus Smith (finance), led the transaction.

HSA Advocates has advised Tata Power Renewable Energy Ltd (TPREL), a 100 percent subsidiary of Tata Power, India’s largest integrated power company, in respect of a share purchase agreement with Indo Rama Renewables Ltd (IRRL) to acquire its 100 percent subsidiary Indo Rama Renewables Jath Ltd (IRRJL) which owns a 30MW wind farm in Sangli District of Maharashtra. The transaction shall be consummated within the next few weeks. The wind farm, which has been fully operational since July 2013, has a long-term power purchase agreement with Maharashtra State Electricity Distribution Ltd and is registered under the generation-based incentive scheme of the Ministry of New & Renewable Energy. With this acquisition, Tata Power’s total generation capacity will increase to 9,130MW and its operational wind power generation capacity to 570MW. TPREL also has 250MW of wind projects under construction across Gujarat, MP and AP. Associate partner Deepak Kumar Thakur led the transaction. Shardul Amarchand Mangaldas & Co advised IRRL.

Khaitan & Co has advised automotive lamps manufacturer Rinder Industrial SA in respect of the acquisition by Minda Industries Ltd of Rinder’s global lighting business. The transaction involves the acquisition of 100 percent stake in Rinder India Private Ltd, 100 percent stake in Light Systems and Technical Center in Spain, and 50 percent stake in Rinder Riducu in Colombia for a total consideration of €20 million (US$22.2m). Partner Rabindra Jhunjhunwala and associate partner Surbhi Kejriwal, assisted by partner Bijal Ajinkya, led the transaction.

Khaitan & Co has also advised Lupin Ltd in respect of a corporate guarantee provided by Lupin to secure the obligations of its subsidiaries under an US$880 million bridge financing availed from JP Morgan Chase Bank NA to purchase all of the outstanding equity interests in Gavis Pharmaceuticals LLC, Novel Laboratories Inc and VGS Holdings Inc and one share of Novel Clinical Research (India) Private Ltd. This is one of the largest acquisitions offshore by a company in the pharmaceutical sector. Lupin is a transnational pharmaceutical company based in Mumbai. It is the seventh largest company by market capitalization and the 10th largest generic pharmaceutical company by revenue globally. Associate partner Manisha Shroff led the transaction.

Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is advising Infocomm Investments Pte Ltd in respect of its tie-up with Ascendas Land International Pte Ltd and Shenzhen Runyang Capital Investment Company Ltd to run an accelerator known as Airmaker to be the conduit for start-ups which develop “Internet of Things” or “IoT” solutions addressing Asia as a key market initially. Infocomm Investments is the investment arm of Infocomm Development Authority of Singapore whilst Ascendas Land International is a member of the Ascendas-Singbridge Group. Partner Joshua Tan led the transaction.

Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), has also advised Singapore-based on-demand grocery concierge and delivery service HonestBee in respect of the drafting and review of shareholder’s agreement, subscription agreement, partnership agreement, master services agreement, licence agreement, employment agreements, trademark application, privacy policy and terms and conditions of the application and website. Partner Joshua Tan also led the transaction.

Luthra & Luthra Law Offices has acted for ICICI Securities, Jefferies and JP Morgan as the underwriters in respect of the IPO of Quick Heal Technologies Ltd. With a total size of approximately INR4.5 billion (US$66.8m), the IPO consisted of a fresh issuance of equity shares by Quick Heal, as well as an offer for sale by some of its promoters and Sequoia Capital, an existing investor. Quick Heal is the first provider of security software products and solutions to undertake an IPO in India. The transaction is also one of the first to be completed after the notification of the new settlement mechanism for IPOs, reducing the timeline between issue closing and commencement of trading of shares to six working days, as opposed to the earlier timeline of 12 working days, and making it mandatory for all investors (except anchor investors) to use the ASBA facility for making payments. Partner Manan Lahoty led the transaction.

Rajah & Tann Singapore has acted in the acquisition by Malaysian-listed Daya Material Berhad of a US$120 million offshore subsea construction vessel through its Singapore subsidiary, Daya Global 1 Pte Ltd, as well as the financing of the vessel. The acquisition of the 2013 built vessel, now registered under Singapore flag, was partly financed under a shariah compliant financing structure. Partner and head of ship finance Juliana Yap led the transaction.

Rajah & Tann Singapore has also acted for SGX Catalist Board-listed Fuji Offset Plates Manufacturing Ltd in respect of its US$4.2 million loan and investment to Star City Development Co Ltd in a joint venture of a property development project relating to two plots of land in Phnom Penh, Cambodia priced at approximately US$42 million on which Star City intends to build residential and commercial units for sale. Fuji Offset is primarily engaged in the manufacture and sale of pre-sensitized offset plates as well as investment holding business. Partner Danny Lim led the transaction.

Shardul Amarchand Mangaldas & Co has advised Suez Environnement and Degremont in respect of the acquisition of majority stake in Driplex Water Engineering and Driplex Water Engineering International. Suez is a France-based €15 billion (US$16.7b) business group and a global leader in management solutions for the entire water and waste cycle. Partner Amit Kumar, assisted by partner Saurav Kumar, led the transaction which closed on 1 March 2016.

Shearman & Sterling has advised Sinco Pharmaceuticals Holdings Ltd in respect of its global offering and IPO on the Main Board of the HKSE. China Merchants Securities (HK) Co Ltd acted as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager. Sinco Pharmaceuticals is the third largest provider of marketing, promotion and channel management services in the PRC pharmaceutical industry. Hong Kong capital markets partners Alan Yeung and Paloma Wang led the transaction.

Shook Lin & Bok is acting for XinRen Aluminum Holdings Ltd in respect of a takeover by XinRen’s controlling shareholders for approximately S$782 million (US$566m). Upon completion of the takeover, XinRen will be delisted from the SGX Mainboard. Partners Wong Gang and Johnny Lim are leading the transaction.

Skadden has advised China Merchants Securities (HK) Co Ltd as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager in respect of Sinco Pharmaceuticals Holdings Ltd’s HK$320 million (US$41m) IPO on the HKSE. Trade in the shares commenced on 10 March 2016. Sinco Pharmaceuticals is the third largest provider of marketing, promotion and channel management, or MPCM, services, in the PRC pharmaceutical industry and is the only provider of such services for imported plasma-based pharmaceuticals. Hong Kong partners Christopher Betts and Will Cai led the transaction.

Trilegal is advising Godrej Consumer Products Ltd in respect of the acquisition from HKG Africa Weave Ltd of additional 39 percent shares in DGH Phase Two Mauritius and indirectly in Style Industries Ltd (Kenya), the wholly-owned subsidiary of DGH Phase Two Mauritius, by Godrej East Africa Holdings Ltd, a wholly-owned subsidiary of Godrej Consumer Products. Pursuant to this transaction, the shareholding of Godrej East Africa Holdings in DGH Phase Two Mauritius increased from 51 percent to 90 percent. Partner Kunal Chandra led the transaction which was signed on 9 March 2016. Dechert London is advising HKG Africa Weave.

Withers has advised the State Bank of India in respect of a £300 million (US$424.6m) loan facility for the acquisition of The Old War Office, 57 Whitehall, London. Located in the heart of Westminster, the landmark property was acquired by The Hinduja Group in partnership with Spanish development company Obrascón Huarte Lain Desarrollos. The site will be converted into a luxury hotel. Partner David Dannreuther, assisted by real estate partner Paul Brecknell, led the transaction. The acquiring entity was represented by Norton Rose Fulbright.

WongPartnership has acted for Frasers Hospitality Trust in respect of its establishment of a S$1 billion (US$724.2m) multicurrency debt issuance programme under a dual-issuer structure by FH-REIT Treasury Pte Ltd and The Trust Company (Asia) Ltd, as trustee of Frasers Hospitality Real Estate Investment Trust. Securities issued by FH-REIT Treasury will be guaranteed by The Trust Company (Asia) Ltd. Partners Hui Choon Yuen and Trevor Chuan led the transaction.

WongPartnership has also acted for the lenders in respect of the grant of S$330 million (US$239m) term and revolving loan facilities to The Trust Company (Asia) Ltd, as trustee of Viva Industrial Real Estate Investment Trust, for the refinancing of loan facilities previously granted, inter alia, for the acquisition of properties in Singapore. Partners Christy Lim, Felix Lee and Angela Lim led the transaction.