Allen & Gledhill is advising Temasek Holdings and Ascendas-Singbridge on the S$11 billion (US$8.1b) sale of the real estate-related business of Ascendas-Singbridge to CapitaLand, through the sale of all of the shares of its subsidiaries, Ascendas and Singbridge. Headquartered in Singapore, Ascendas-Singbridge is Asia’s leading provider of business space solutions. Its business presence spans 11 countries, including Singapore, China, India, Australia, the UK and the US. Partners Lim Mei, Richard Young, Lee Kee Yeng, Lauren Chung, Jerry Koh, Teh Hoe Yue, Tan Boon Wah and Lim Pek Bur led the firm’s team in the transaction.
AZB & Partners has advised G9 Asia, a real estate fund of Morgan Stanley Real Estate Fund, on its acquisition of approximately 95 percent equity shares from the existing shareholders in KSH Infra. Partner Sai Krishna Bharathan led the firm’s team in the transaction, which was completed on February 4, 2019.
AZB & Partners has also advised Aimia, through AIMIA Proprietary Loyalty Singapore, on the Rs14.1 billion (US$200m) acquisition by Quinag Bidco, an Apax Partners entity, of over 40 percent stake of Fractal Analytics from AIMIA Proprietary Loyalty Singapore, along with other sellers. Partner Gautam Saha led the firm’s team in the transaction, which was completed on February 15, 2019.
Baker McKenzie is acting as exclusive counsel to Yildiz Holding and Godiva Chocolatier on the sale of the retail and distribution operations in Japan, South Korea, Australia and New Zealand. The transaction also includes the sale of the Godiva production facility in Brussels. The transaction is anticipated to close in mid-2019, subject to the customary closing conditions of completion of standard Belgium employee works council consultations and expiry of the relevant competition authority waiting period. Godiva Chocolatier is the global leader in premium, artisanal chocolate, while Yildiz Holding is the largest food manufacturer in Turkey and the Middle East. Tokyo corporate/M&A partner Jeremy White, supported by partners Kensaku Takase (Tokyo); Dominique Maes, Francois Gabriel and Jean-Francois Vandenberghe (Brussels); David Scott (London), Jannan Crozier (principal-London); Jur Strobos (Washington DC); and Tracy Wut (Hong Kong), led the firm’s team in the transaction.
Conyers Dill & Pearman has provided Cayman and BVI advice to Sunac China Holdings on its issue of 7.875 percent senior notes due 2022 with an aggregate principal amount of US$800 million, secured by, among others, share charges given by the company and its BVI subsidiaries. The company sells properties in China. Hong Kong partner Anna Chong, working alongside Sidley Austin, led the firm’s team in the transaction.
Conyers Dill & Pearman has also provided BVI and Cayman Islands advice to eBroker Group on its HK$64.4 million (US$8.2m) IPO of 230 million shares in Hong Kong. The company provides financial software solution services to financial institutions in Hong Kong. It was founded in 2000 and is headquartered in Central, Hong Kong. Hong Kong partner Richard Hall, working alongside Robertsons, led the firm’s team in the transaction.
Davis Polk has advised the joint lead managers on a Rule 144A/Regulation S offering by SP Group Treasury of US$600 million 3.375 percent notes due 2029 under its S$10 billion (US$7.4b) global medium-term notes program. The notes are guaranteed by Singapore Power, a leading energy utility company in Asia Pacific, which is wholly-owned by Temasek Holdings. SP Group Treasury is a wholly-owned subsidiary of Singapore Power. Partner James Lin led the firm’s team in the transaction.
Davis Polk has also advised the joint lead managers on the US$500 million Regulation S offering by Shui On Development (Holding) of its 6.25 percent senior notes due 2021. The securities are guaranteed by Shui On Land, one of the leading property developers in China and the flagship property company of the Shui On Group in mainland China. Shui On Land currently has projects in Shanghai, Wuhan, Chongqing, Foshan and Dalian. Partner Gerhard Radtke led the firm’s team in the transaction.
J Sagar Associates has advised Avalara on the Indian leg of a global asset acquisition of the Indix Corporation. Avalara is a business leader in indirect tax automation. It provides its customers with comprehensive, automated and cloud-based platforms for indirect tax compliance. Partners Probir Roy Chowdhury and Vishnu Nair led the firm’s team in the transaction, while Perkins Coie advised on the US leg of the deal. Wilson Sonsini Goodrich & Rosati advised Indix.
J Sagar Associates has also advised the Shriram Group on the private placement of up to Rs400 million (US$5.7m) unlisted, unrated, senior secured redeemable, non-convertible debentures issued by SPL Estates to Kotak India Affordable Housing Fund (KIAHF). KIAHF is an affordable housing fund managed by Kotak Investment Advisors, and has the CDC Group, a development finance institution owned by the UK Government, as an anchor investor. The proceeds of the issue will be utilised by SPL Estates for construction and development of an affordable housing project at Uttarpara, West Bengal. Partner Malini Raju led the firm’s team in the transaction.
Khaitan & Co has advised Alkan on its collaboration / joint venture with promoters of Nucon Group for the establishment and operation of Nucon Alkan Aerospace. Alkan designs, manufactures, exports and sells carriage, release and ejection systems for military aeronautics. Partner Ganesh Prasad, assisted by Director Vinita Krishnan, led the firm’s team in the transaction.
Khaitan & Co has also advised KPR Industries (India) and its shareholders on its Rs2.53 billion (US$35.9m) slump sale of the chlor-alkali business to Grasim Industries. Grasim would take over the assets and identified liabilities associated with the chlor-alkali business. KPR utilised the proceeds towards a one-time, full and final settlement of its lenders’ dues. KPR Industries manufactures, supplies and trades caustic soda, hydrochloric acid and other chlor-alkali chemicals. Partner Nikhilesh Panchal led the firm’s team in the transaction.
King & Wood Mallesons has acted as US and Chinese law counsel to ENN Ecological Holdings, as the parent guarantor, on its issuance of US$250 million 7.5 percent guaranteed senior notes due 2021. This is ENN’s debut offshore bond issuance and marks the first debut high-yield bond issued by a Chinese industrial company since January 2018. ENN is an A-share listed company and a leading clean energy products and services provider in China. Hong Kong partners Hao Zhou and Michael Lu, supported by Beijing partners Yongliang Zhang and Yanyan Song, led the firm’s team in the transaction.
King & Wood Mallesons has also acted as US and Hong Kong law counsel to Ronshine China Holdings on its issuance of US$300 million 10.5 percent senior notes due 2022, US$600 million 11.25 percent senior notes due 2021 (consisting of US$392 million issued pursuant to an exchange offer and US$208 million issued pursuant to a concurrent new money offering), and US$200 million 11.5 percent senior notes due 2020. Ronshine China is a property developer in China that focuses on the development of mid to high-end residential properties across eight regions. Hong Kong partners Hao Zhou and Michael Lu, supported by Hong Kong partner Richard Mazzochi, also led the firm’s team in the transaction.
Maples and Calder (Hong Kong) LLP) has acted as Cayman Islands counsel to AC Energy Finance on its establishment of US$1 billion medium term note programme and initial issuance of US$225 million 4.75 percent notes under the programme. The bonds are guaranteed by AC Energy and listed in Singapore. AC Energy manages a diversified portfolio of renewable and conventional power generation projects, and engages primarily in power project development operations. The issuance is the first publicly syndicated climate bonds initiative-certified US dollar green bond in Southeast Asia. HSBC acted as sole global coordinator, while Bank of America Merrill Lynch, CLSA and HSBC acted as joint bookrunners. Partner Lorraine Pao led the firm’s team in the transaction, while Latham & Watkins acted as English counsel. Milbank, Tweed, Hadley & McCloy acted as English counsel to the dealers.
Maples and Calder (Hong Kong) has also acted as BVI counsel to New Metro Global on its issuance of US$300 million 6.75 percent guaranteed senior notes due 2020. The notes are guaranteed by Seazen Holdings and listed in Singapore. The guarantor is a leading property developer in the Yangtze River Delta in China. Partner Lorraine Pao also led the firm’s team in the transaction, while Shearman & Sterling acted as US counsel. Paul Hastings acted as US counsel to the initial purchasers, including Haitong International Securities, China CITIC Bank and Bank of China.
Orrick has represented Shanghai Sansi Electronic Engineering (Sansi), CreateLED Electronics and Yaham Optoelectronics in securing complete victory in a patent infringement action at the US International Trade Commission on February 21, 2019. Ultravision Technologies filed a complaint against Sansi, Yaham, CreateLED, and a number of other respondents in March 2018, for alleged infringement of patents relating to certain modular LED display panels and components. The companies presented strong non-infringement and invalidity positions. The complainant was forced to withdraw the complaint during the expert discovery period to terminate the investigation unconditionally. The decision enables the three companies to stay in the US market, marking a crucial milestone for their overseas expansions. Partners Yufeng (Ethan) Ma (Shanghai), Vann Pearce (Washington DC), Jordan Coyle (Washington DC) and Bas de Blank (Silicon Valley) represented the clients.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has advised on Singapore’s first insurance-linked securities transaction, a catastrophe bond sponsored by Insurance Australia Group. A A$75 million (US$52.7m) Series 2019-1 Class A principal at-risk variable rate notes due January 17, 2022, the bond is the first A$-denominated catastrophe bond in the global market. The issuer is Orchard ILS, the first special purpose reinsurance vehicle licensed by the Monetary Authority of Singapore. This pioneer catastrophe bond will help broaden Singapore’s capital markets by adding a new asset class and generating a new set of service providers locally. Partners Simon Goh and Lee Xin Mei led the firm’s team in the transaction.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has also advised RHT Health Trust Manager on the Rs46.8 billion (US$663.4m) disposal of its entire asset portfolio of clinical establishments and hospitals in India, which includes its interests in 12 clinical establishments, four greenfield clinical establishments and two operating hospitals in India, to Fortis Healthcare. Partners Evelyn Wee, Lee Xin Mei, Terence Choo and Hoon Chi Tern led the firm’s team in the transaction.
Shook Lin & Bok has acted as Singapore counsel to HBIS Group on its proposed acquisition of Tata Steel Group’s Southeast Asia production assets, including its stake in NatSteel Holdings and Tata Steel (Thailand). The proposed acquisition would reportedly lift HBIS Group to become the world’s third-largest steelmaker. Partners Ho Ying Ming, Chew Mei Choo and Guo Xiaofei led the firm’s team in the transaction.
TT&A is advising GlaxoSmithKline Asia (GSK) on the sale of its entire shareholding in Chiron Behring Vaccines to Bharat Biotech. The firm also advised GlaxoSmithKline Biologicals and GSK Vaccines on the ancillary agreements relating to technology transfer and transition services. The transaction involves a divestment by GSK of 100 percent of the paid up equity share capital of Chiron Behring Vaccines. GSK acquired the company as part of the global Novartis and GSK deal in 2015-2016. Partner Feroz Dubash is leading the firm’s team in the transaction, which was signed on February15, 2019. LVV Iyer & Associates is advising Bharat Biotech.
WongPartnership has acted for Openspace Ventures on its investment in the Series B funding round for peer-to-peer lending platform Validus Capital. Partners Kyle Lee and Chan Jia Hui led the firm’s team in the transaction.
