Deals – March 23, 2016

AZB & Partners has advised Voonik Technologies (P) Ltd in respect of its acquisition of Cloudset Technologies Pvt Ltd and Zohraa Lifestyles Pvt Ltd. Partners Chetan Nagendra and Ravi Prakash led the transaction which was completed on 14 March 2016.

Baker & McKenzie, through its Bangkok office and Singapore member firm Baker & McKenzie.Wong & Leow, has advised Siam City Cement Public Company Ltd (SCCC) in respect of its acquisition of the entire issued share capital of Cemex (Thailand) Co Ltd and Cemex Cement (Bangladesh) Ltd, companies engaged in the cement business in Thailand and Bangladesh, respectively. Listed on the Stock Exchange of Thailand, SCCC produces and distributes a wide range of cement and downstream products, along with support services. The Bangladesh and Thailand target companies operate certain cement producing assets and also supply cement and clinker in the region. Principal Lean Min-tze and partner Wittaya Luengsukcharoen led the transaction.

Bird & Bird ATMD is acting for SGX-ST Mainboard-listed Lantrovision (S) Ltd in respect of its approximately US$127 million privatisation by way of a scheme of arrangement, pursuant to a cash offer by MIRAIT Singapore Pte Ltd, a direct wholly-owned subsidiary of Tokyo-listed MIRAIT Holdings. Lantrovision supplies, designs, installs and provides consultancy services on network integration and structured cabling for data centres. MIRAIT Holdings, together with its subsidiaries and associated companies, is a leading Japanese telecom construction engineering and services group specialising in communication facilities installation. Partner Marcus Chow, supported by partner Boey Swee Siang, is leading the transaction.

Clifford Chance has advised COFCO International Ltd, a subsidiary of COFCO Corp, in respect of the successful closing of its US$750 million acquisition, including through its affiliates, of the remaining 49 percent stake in global agricultural trading and processing platform Noble Agri Ltd from SGX-listed Noble Group Ltd. Following the acquisition, Noble Agri will be renamed as COFCO Agri Ltd and will serve as the principal international origination platform for COFCO group. The firm also advised COFCO on its strategic partnership with a consortium of international financial investors in providing equity funding for the acquisition. The consortium will hold a minority interest in an affiliate of COFCO International that acquired the 49 percent stake in Noble Agri. Beijing partner Terence Foo, assisted by partners Raymond Tong, Ling Ho, Anthony Wang and Richard Blewett, led the transaction.

Cyril Amarchand Mangaldas has advised Kotak Mahindra Group in respect of its investment management arrangement with the Canada Pension Plan Investment Board under which investments will be made in special situations and distressed credit opportunities in India. The agreement facilitates a total investment of up to US$525 million, with Canada Pension Plan Investment Board having the option to invest up to US$450 million. Mumbai corporate and investment funds partners Ashwath Rau and Ganesh Rao led the transaction. Canada Pension Plan Investment Board was advised by Freshfields Bruckhaus Deringer as international counsel.

Cyril Amarchand Mangaldas has also advised Kotak Mahindra Group in respect of the establishment of an approximately US$250 million platform for investments in realty projects in India. Mumbai corporate and investment funds partners Ashwath Rau and Ganesh Rao also led the transaction. Clifford Chance acted as international counsel for the institutional investors.

Davis Polk is advising UCAR Technology Inc in respect of its acquisition of shares in CAR Inc from Hertz and CAR founder Mr Charles Lu. Pursuant to the terms of the share purchase agreements, UCAR has conditionally agreed to acquire approximately 23.97 percent of CAR’s issued shares for approximately HK$5.26 billion (US$678.3m). UCAR and its other group companies are primarily engaged in providing chauffeured car services in China through its internet and mobile platforms. HKSE-listed CAR is the largest car rental service provider in China. Partners Paul Chow and Li He led the transaction which is subject to a number of conditions precedent.

DLA Piper has represented Kerry Logistics Network Ltd in respect of the proposed acquisition by its wholly-owned subsidiary, Kerry Logistics Holding (US) Ltd, of the entire issued and outstanding membership interests of KLN Investment (US) LLC for approximately US$88 million, with the purchase price subject to certain post-closing adjustments. Through its ownership of KLN US, Kerry Logistics will own 51 percent of the shareholding in each of KLN US’ 14 US subsidiaries. KLN US was one of the top ten non-vessel operating common carrier companies in the US in 2014. With over 20 years of experience in the industry, KLN US provides ocean freight, air freight, trucking, customs broker, logistics and warehousing services, and specialises in trans-pacific trade. The acquisition will provide a very strong foothold for Kerry Logistics to extend its international freight forwarding coverage in the US, which will help support the trade lane between Asia and America and strengthen the global international freight forwarding network of Kerry Logistics. Head of Corporate Asia Paul Chen and Hong Kong and Singapore partner Heng Loong Cheong led the transaction. The sellers were represented by Garth Osterman at the San Francisco office of Cooley.

DLA Piper has also acted for Asia Pacific Medical Group (APMG), a leading Asian private hospital operator, and its management shareholders in respect of the sale of control to Bain Capital. APMG provides a range of primary care and specialty services, with a focus on neurology and oncology. Hong Kong partner Gloria Liu led the transaction. Bain Capital was represented by the Hong Kong office of Kirkland & Ellis.

ELP has advised Ambit Pragma Fund in respect of its partial exit from Spear Logistics Private Ltd by selling a part of its stake to FM India Supply Chain Private Ltd, an Indian subsidiary of a French logistics company. Partners Suhail Nathani and Darshan Upadhyay led the transaction which closed on 17 March 2016.

Jones Day has advised Deutsche Equities India Private Ltd, Edelweiss Securities Ltd, ICICI Securities Ltd and SBICAP Securities Ltd in respect of the Government of India’s US$731 million offer for sale (OFS) of equity shares of NTPC Ltd, India’s largest state-run power producer. The transaction is the second largest OFS transaction for an Indian company in the last twelve months, through which the Government of India divested 5 percent of its equity stake in NTPC. It is also the first OFS transaction under the revised OFS guidelines of the SEBI issued on 15 February 2016, the largest equity capital markets transaction from India and largest private placement in Asia this year to date. New York capital markets partner John T Owen led the transaction.

Jones Day has also advised Deutsche Equities India Private Ltd, Edelweiss Securities Ltd, ICICI Securities Ltd and SBICAP Securities Ltd in respect of the Government of India’s US$93 million Offer for Sale of equity shares of Engineers India Ltd, India’s state-owned design and engineering consultancy services provider. The transaction represented a divestment of 10 percent of the Government of India’s equity stake in Engineers India and was completed on 29 January 2016.

Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is advising SB ISAT Fund, a fund set up by Japanese Softbank and Indonesian mobile telecom operator Indosat, in respect of the review of investment documents relating to a US$4 million Series C fund-raising round by Tech in Asia, the leading online media outlet in Asia covering technology and startups. Tech in Asia aims to build and support the startup ecosystem in Asia broadly through news, data, community and events. Partner Joshua Tan led the transaction.

Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is also advising SB ISAT Fund, a fund set up by Japanese Softbank and Indonesian mobile telecom operator Indosat, in respect of the preparation of investment documents, such as a US$2 million convertible loan agreement relating to Qareer Group Pte Ltd. One platform under Qareer Group Asia is Qerja.com, Indonesia’s first online community for sharing salary and work condition information. Partner Joshua Tan also led the transaction.

Kirkland & Ellis has represented Bain Capital in respect of the acquisition of a controlling interest in Asia Pacific Medical Group, a leading private hospital group in China that provides a range of primary care and specialty services with a portfolio of hospitals and clinics in China and other parts of Southeast Asia. Hong Kong corporate partners Nicholas Norris and Frank Sun led the transaction which was announced on 17 March 2016.

Luthra & Luthra Law Offices has represented Mandala Capital in respect of obtaining approval from the Competition Commission of India (CCI) for its investment in Jain Irrigation Systems Ltd (JISL) and Jain Farm Fresh Foods Ltd (JFFF). The investment will allow two Mandala SPVs, namely Mandala Rose and Mandala PrimRose Co-Investment Ltd, to acquire up to 7.55 percent in JISL and up to 17.35 percent in JFFF. JFFF’s business spans food manufacturing whilst its indirect subsidiaries are also in food business activities. JISL manufactures micro irrigation systems, PVC pipes, HDPE pipes, plastic sheets, agro-processed products, renewable energy solutions, tissue culture plants, financial services and other agricultural inputs for the last 34 years. In the first stage, JFFF will raise INR402.2 crores (US$60.4m) from Mandala by issuing preferential equity shares and compulsorily convertible debentures (CCDs). Upon conversion of CCDs in five years, Mandala’s shareholding in JFFF is likely to increase up to 17.13 percent. In the second stage, JISL will raise INR289.8 crores (US$43.5m) by making preferential issue of CCDs with 5 percent annual coupon to Mandala. The CCDs will be converted into ordinary equity shares of JISL within 18 months from the date of allotment of share at INR80 (US$1.20) each or at such higher price as determined in accordance with the applicable SEBI norms. Partners GR Bhatia and Abdullah Hussain led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Sinco Pharmaceuticals Holdings Ltd in respect of its IPO and listing of 400 million shares on the HKSE. The shares were offered at HK$0.80 (US$0.103) each and the listing raised approximately HK$320 million (US$41.3m). Sinco Pharma is reportedly the third largest provider of marketing, promotion and channel management services in the PRC pharmaceutical industry. Partner Jenny Nip led the transaction whilst Shearman & Sterling acted as Hong Kong and US counsel. Skadden, Arps, Slate, Meagher & Flom acted as Hong Kong and US counsel for China Merchants Securities (HK) Co Ltd as the sole sponsor.

MinterEllison has advised the New South Wales Government in respect of completing an extensive tender process to award the next licence to operate the Centralised Monitoring System (CMS) that monitors gaming machines across clubs and hotels in that State. The licence has been awarded to Maxgaming NSW Pty Ltd, a subsidiary of Tatts Group Ltd, for 15 years commencing on 1 December 2017. The CMS is an important regulatory tool, as all gaming machines in New South Wales clubs and hotels must be connected to the CMS to monitor and ensure the integrity of gaming machine operations and to calculate taxes payable on gaming machine revenues. Technology specialists partner Anthony Borgese, supported by partner Katrina Groshinski, led the transaction.

Norton Rose Fulbright has advised SMIT Holdings Ltd in respect of its global offering and IPO on the Main Board of the HKSE, which are expected to raise up to HK$291 million (US$37.5m). SMIT Holdings is a venture capital backed technology company and a leading security devices provider for pay TV broadcasting access worldwide and for mobile point-of-sale payment systems in China. The company is headquartered in Hong Kong, with offices in Shenzhen, China and Munich, Germany. Haitong International Capital Ltd acted as the sole sponsor whilst Haitong International Securities Company Ltd acted as the sole global coordinator, sole book-runner and lead manager for the IPO. Hong Kong partners Psyche Tai and Allan Yee led the transaction.

Norton Rose Fulbright has also advised Renhe Commercial Holdings Ltd in respect of its disposal of a property portfolio with an aggregate net asset value of RMB20 billion (US$3b). The portfolio involves 44 underground shopping malls across 24 cities in the PRC and constitutes a very substantial disposal for Renhe Commercial under the listing rules. Renhe Commercial is a China-based property development company mainly engaged in the development, leasing and management of underground shopping malls. Hong Kong partner Psyche Tai led the transaction.

Rajah & Tann Singapore has acted for Anchor Resources Ltd in respect of its IPO and listing on the Catalist Board of the SGX-ST by way of a placement of 28.8 million shares at S$0.25 (US$0.18) per share. Upon completion of the placement, the market capitalisation of Anchor Resources is expected to be approximately S$69.9 million (US$51.1m). The Anchor Resources Group is principally engaged in the exploration, mining and production of gold for sale in Malaysia. Headquartered in Malaysia, the Group has concession rights to the Lubuk Mandi Mine and the Bukit Panji Property, both located in Terengganu, Malaysia. The Group has on-site processing facilities which utilises the gold treatment and extraction method of flotation, carbon-in-leach, electrowinning and smelting to produce gold. Partner Howard Cheam led the transaction.

Shearman & Sterling has acted as US counsel for the Special Committee of the Board of Directors of China Nepstar Chain Drugstore Ltd, a leading retail drugstore chain in China, in respect of its going private transaction. Hong Kong M&A partner Stephanie Tang led the transaction whilst Maples and Calder acted as Cayman Islands counsel. Cleary Gottlieb Steen & Hamilton acted as US counsel whilst Mourant Ozannes acted as Cayman Islands counsel to the buyer.

Shook Lin & Bok has acted as Singapore counsel to the lead arrangers in respect of the secured syndicated credit agreement to finance the US$37 billion leveraged acquisition of Nasdaq-listed Broadcom Corp by Singapore-incorporated and Nasdaq-listed Avago Technologies Ltd to form Broadcom Ltd (which is also listed on Nasdaq). Partners Liew Kai Zee, Pok Eu Jin and Prakash s/o Raja Segaran led the transaction which is reportedly the largest acquisition in the semiconductor industry to date.

Siam City Law Offices Ltd has advised the committee members of a luxury condominium in Bangkok in respect of the opposition and request for the revocation of a summons to the Extraordinary General Meeting (EGM), as well as resolutions passed in said EGM, in addition to opposing a wrongful appointment of the committee members, and to refrain from registration of the new/additional committee members at the competent Land Office. In essence, the co-owners are requesting to revoke summoning of the EGM and all resolutions passed in the EGM. Partner Khun Vira Kammee led the transaction.

Siam City Law Offices has also advised an accommodation renting company in respect of the unique issue of the “sale of a 30-day package” to its clients. The important aspect of this matter is that the sale of the membership package stay for 30 non-consecutive days at the property is being interpreted as ‘operating a hotel business’, and the renting company is clearly not in that business. The applicable laws relating to this issue is the Hotel Act and the Ministerial Regulations. Partner Khun Vira Kammee also led the transaction.

Skadden is advising Anbang Insurance Group Co Ltd in respect of a revised binding and fully financed proposal, made together with JC Flowers & Co and Primavera Capital Ltd, to acquire all of the outstanding shares of common stock of Starwood Hotels & Resorts Worldwide Inc for US$78.00 per share in cash, an increase from the US$76.00 per share proposal made by the consortium on 10 March 2016. Partners Eileen Nugent (M&A), Audrey Sokoloff (Real Estate), Daniel Dusek (M&A Beijing), Michael Civale (M&A) and Stephanie Teicher (Banking) are leading the transaction.

Skadden is also advising China-listed Shandong Hongda Mining Co Ltd in respect of its approximately US$300 million acquisition of 100 percent of Jagex Ltd, a leading game developer in the UK. Partners Peter Huang (Beijing), Daniel Dusek (Beijing), John Adebiyi (Hong Kong), Scott Hopkins (London) and Bruce Goldner (New York) led the transaction which was announced on 14 March 2016.

Stephenson Harwood has advised KH Group Holdings Ltd in respect of the IPO and listing of approximately 100 million shares on the HKSE. The shares are offered at HK$0.95 (US$0.122) each. The company undertakes different types and sizes of foundations development projects and has engaged in various construction development projects in both public and private sectors. Managing partner Voon Keat Lai led the transaction.

Vaish Associates is advising Hindustan Unilever Ltd in respect of an agreement for the sale of its rice exports business, carried out primarily under the brands ‘Gold Seal Indus Valley’ and ‘Rozana’, to LT Foods Middle East DMCC, a group company of LT Foods Ltd. The deal envisages transfer of the aforesaid brands and inventory. Partner Bomi F Daruwala is leading the transaction which was signed on 17 March 2016 and is subject to the approval of Competition Commission of India and fulfilment of certain conditions.

Weerawong C&P has represented GE Capital Group, including its subsidiaries in Hong Kong, in respect of the sale of its stake in Alpha Capital Asset Management Co Ltd to a new strategic investor. The firm has advised GE Capital Group on transactions in Thailand since its entrance into the financial sector as a management company. Peangpanor Boonklum led the transaction which closed on 28 January 2016.

WongPartnership is acting for Merit Stand Inc in respect of the approximately S$780 million (US$572.5m) voluntary conditional cash offer made by DBS Bank Ltd, for and on behalf of Merit Stand, to acquire all the issued and paid-up ordinary shares in the share capital of XinRen Aluminum Holdings Ltd, other than those shares owned, controlled or agreed to be acquired by Merit Stand at the date of the offer. Partners Mark Choy and Jason Chua are leading the transaction.

WongPartnership is acting for MIRAIT Holdings Corp, a leading Japanese telecom construction engineering and services company listed on the first section of the Tokyo Stock Exchange, in respect of its proposed acquisition of Lantrovision (S) Ltd, a network integration and structured cabling company listed on the Main Board of the SGX-ST, by way of a scheme of arrangement undertaken by its wholly-owned subsidiary, Mirait Singapore Pte Ltd, for approximately S$175.3 million (US$128.7m). Managing partner Ng Wai King and partners Andrew Ang, Anna Tan, Monica Yip, Jeffrey Lim, Christy Lim and Tan Beng Lee are leading the transaction.