Deals – May 11, 2016

Allen & Gledhill has also advised DBS Bank Ltd, as sole global coordinator, joint lead manager, book-runner, registrar, paying agent and receiving banker, United Overseas Bank Ltd (“UOB”), as joint lead manager, book-runner and sole underwriter, and Perpetual (Asia) Ltd, as trustee of the holders of the bonds, in respect of the issue of S$280 million (US$204.5m) bonds by Perennial Real Estate Holdings Ltd. The issue comprises an offer to the public in Singapore and to institutional and other investors via a placement. Partners Margaret Chin and Daselin Ang led the transaction.

AZB & Partners has advised Tree Line Asia Master Fund (Singapore) Pte Ltd in respect of its acquisition of a minority stake in One Mobikwik Systems Private Ltd, a company which issues pre-paid mobile wallets or offers pre-paid payment services via mobile phones, computers and other digital means, and is a payment aggregator and payment gateway and associated services. Partner Gautam Saha led the transaction which was completed on 5 May 2016.

AZB & Partners has also advised International Finance Corp in respect of its acquisition of a significant minority stake in Lenskart Solutions Private Ltd. Partners Gautam Saha and Shuchi Sinha led the transaction which was valued at approximately INR1.7 billion (US$25.5m) and was completed on 2 May 2016.

Baker & McKenzie has advised BOE Technology Group Co Ltd, a joint stock company established in the PRC and listed on the Shenzhen Stock Exchange, in respect of its share subscription, through its wholly-owned subsidiary, in HKSE-listed Varitronix International Ltd. The subscription involved 400 million new shares at an issue price of HK$3.5 (US$0.45) each, amounting to HK$1.4 billion (US$180m) and was completed on 28 April 2016, making BOE the controlling shareholder of Varitronix. BOE’s three core businesses include display device, smart system and healthcare service. Varitronix is principally engaged in the design, manufacture and sale of small-to-medium sized liquid crystal displays and related products worldwide. Shanghai and Hong Kong corporate partners Lance Chen and Christina Lee led the transaction.

Clifford Chance is advising the shareholders of Right2Drive in respect of the proposed acquisition by Eclipx for net consideration of A$67 million (US$49.3m). Eclipx is Australia’s leader in vehicle fleet leasing, fleet management and diversified financial services in Australia and New Zealand. Right2Drive is a market leader in accident vehicle replacement, operating in 16 locations across Australia and New Zealand. Partner Lance Sacks is leading the transaction.

Cyril Amarchand Mangaldas is acting as sole counsel for JSW Energy Ltd in respect of an agreement under which Jindal Steel & Power Ltd (JSPL) and its subsidiary Jindal Power Ltd (JPL) have agreed to transfer JPL’s 1,000 MW coal-fired thermal power plant at Tamnar, Chhattisgarh into a separate special purpose acquisition company, i.e. the Everbest Steel and Mining Holdings Ltd, as a going concern through a scheme of arrangement under Sections 391-394 of the Companies Act 1956. Subsequent to the scheme of arrangement being made effective, JSW Energy shall acquire 100 percent of the shares of Everbest Steel and Mining Holdings and thus acquire ownership of the power plant. The base enterprise value is about INR4,000 crores (US$600.3m) which will be increased to INR6,500 crores (US$975.5m) if the power plant meets certain pre-agreed conditions on fuel security and power offtake arrangements. Mumbai and New Delhi infrastructure and projects partners L Viswanathan and Ramanuj Kumar, supported by Mumbai competition law partner Nisha Uberoi and Mumbai capital markets partner Gaurav Gupte, are leading the transaction which was signed on 3 May 2016 and is expected to close before June 2018.

Davis Polk is advising China Yongda Automobiles Services Holdings Ltd in respect of the proposed spinoff of its major subsidiary, Shanghai Yongda Automobile Group Co Ltd (SYAG). China Yongda, through its wholly-owned subsidiary, entered into a series of asset restructuring agreements on 15 April 2016 with Suzhou Yangtze New Materials Co, a company listed on Shenzhen Stock Exchange. Under the agreements, China Yongda Investment agreed to dispose of the entire equity interests in SYAG for RMB12 billion (US$1.84b) to be satisfied by issue of new A-shares by Suzhou Yangtze. Following completion, SYAG will be held by Suzhou Yangtze which will in turn be controlled by China Yongda. HKSE-listed and Cayman Islands-incorporated China Yongda is a leading passenger vehicle retailer and a comprehensive service provider in China which focuses on luxury and ultra-luxury brands. Hong Kong partners Bonnie Y Chan and Paul Chow are leading the transaction.

Davis Polk has also advised the joint book-runners and the underwriters in respect of JD.com’s debut SEC-registered debt offering, consisting of US$500 million of its 3.125 percent notes due 2021 and US$500 million of its 3.875 percent notes due 2026. JD.com is the largest online direct sales company in China. JD.com’s ADSs currently trade on the NASDAQ Global Select Market. Partners William F Barron and John D Paton led the transaction.

Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd for the INR1.95 billion (US$29.3m) financial assistance to Baitarani Power Projects Private Ltd for part financing its proposed 24 MW Lower Baitarani Hydro Electric Power Project at Village Singanali, Taluk Anandpur, District Keonjhar, State of Odisha. The other consortium members included PFC Green Energy Ltd and IIFCL. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Housing and Urban Development Corp Ltd, owned and controlled by Government of India, in respect of the public issue of secured, redeemable, non-convertible tax free bonds aggregating up to the shelf limit of INR35 billion (US$525.3m) in various tranches. The first and the last tranches were oversubscribed 3.61 and 4.59 times, respectively, of the base issue size on the first day of the issuance. Axis Capital Ltd, Edelweiss Financial Services Ltd, ICICI Securities Ltd, SBI Capital Markets Ltd and RR Investors Capital Services Private Ltd acted as lead managers to the public issue. Partner Girish Rawat led the transaction.

Duane Morris & Selvam has acted as US counsel to the President of India in respect of the sale of 1.25 billion shares in NHPC Ltd for approximately INR27 billion (US$405m) in an offer for sale on the stock exchanges in India. The shares were sold pursuant to Regulation S and Rule 144A under the US Securities Act of 1933, as amended. The shares sold represented 11.36 percent of the outstanding shares in NHPC and reduced the President of India’s shareholding to 74.6 percent. NHPC, an Indian hydropower generation company, is now compliant with the SEBI minimum public shareholding norms, which mandate all public sector companies, except state-owned banks, to have at least a 25 percent public shareholding. Edelweiss Securities Ltd, HSBC Securities and Capital Markets (India) Pvt. Ltd and IDFC Securities Ltd managed the offering. Jamie Benson, head of India practice desk and US securities law practice, led the transaction whilst Crawford Bayley & Co acted as Indian counsel. AZB & Partners acted as Indian counsel to the brokers.

ELP has represented PVR Ltd in respect of securing approval from the Competition Commission of India (CCI) in relation to the acquisition of an undertaking of DLF Utilities Ltd (DUL). On 9 October 2015, CCI required PVR to present its response as to why a detailed investigation into the matter should not be conducted. Following PVR’s response which contained certain remedies, the CCI issued invited public comments on the transaction and ordered further investigation into the matter. In early 2016, PVR placed before the CCI a revised remedies package which incorporated structural and behavioural remedies. CCI approved the transaction 4 May 2016. Partner Suhail Nathani and associate partner Ravisekhar Nair led the transaction which was valued at INR500 crores (US$75m).

Hogan Lovells has advised Kuwait-based Sadita Holding Company, as the sellers, in respect of the sale of Multibrands Trading Company, one of the largest food and beverage distributors in the Middle East, to Gulf Capital, a major alternative investment firm. With an annual turnover of US$100 million, Multibrands is one of the leading food and beverage distributors in Saudi Arabia. It distributes more than 50 brands across five main product categories, through retail chains, hotels, cafes, bakeries and restaurants. Dubai corporate partner Imtiaz Shah led the transaction.

J Sagar Associates has represented Cancer Treatment Services International Inc (CTSI US) and its subsidiaries in Mauritius and India in respect of an approximately US$33 million investment by TPG Growth Fund to acquire a 65 percent stake in the India operations of CTSI US. CTSI US operates the American Oncology Institute, a specialty cancer treatment center, on the premises of the Citizens Hospital at Nallagandla, Hyderabad. TPG Growth Fund is the middle market growth equity investment platform of global private investment firm TPG. Partner Vivek K Chandy led the transaction whilst Cooley acted as international counsel. Cleary, Gottlieb, Steen & Hamilton and AZB & Partners advised TPG Growth Fund.

J Sagar Associates has also advised Dr Srivats Bharadwaj as the promoter in respect of the INR110 million (US$1.65m) investment by S-Squared Capital Investments LLC to acquire a 50 percent stake in the proposed joint-venture company, Special Smiles Private Ltd. Special Smiles establishes and operates clinics for dental care in India, with emphasis on special needs as well as preventive dentistry. Partners Sajai Singh and Probir Roy Chowdhury led the transaction.

Khaitan & Co has advised digital payments company TranServ Private Ltd in respect of a INR100 crores (US$15m) Series C funding round led by Micromax Informatics and IDFC SPICE Fund, a domestic venture capital fund managed by IDFC Asset Management Company, along with existing investors Nirvana and Faering Capital India Evolving Fund. Partner GT Thomas Phillippe led the transaction.

Khaitan & Co has also advised Nippon Paint Holdings Company Ltd in respect of the transfer, by way of a slump sale, of the (i) automotive paints business vertical (relating to 4-wheeler passenger cars and SUV, 3-wheelers and ancillaries) of Berger Paints India Ltd to BNB Coatings India Private Ltd (BNB), India; and (ii) 4-wheeler passenger car body paint business of Nippon Paint (India) Private Ltd to BNB. Nippon Paint Holdings Company Ltd is one of Asia’s leading paints and coatings company. Partner Rajat Mukherjee and associate partner Arindam Sarkar, supported by executive director Daksha Baxi, partner Adheesh Nargolkar and associate partners Rashmi Deshpande and Anshul Prakash, led the transaction.

Kirkland & Ellis has advised Towerbrook Capital Partners LP in respect of its sale of AIM Altitude, a leading UK-based designer and manufacturer of aircraft cabin interiors, to AVIC International Holding Corp, a Chinese multinational aviation company. The transaction was completed on 5 May 2016. Corporate partners Chuan Li (Beijing) and Carl Bradshaw (London), supported by antitrust & competition partner Sarah Jordan (London), led the transaction.

Mayer Brown JSM has advised Dah Chong Hong (DCH) in respect of its acquisition of Li & Fung’s consumer and healthcare distribution business in mainland China, Hong Kong, Macau, Taiwan, Thailand, Malaysia, Singapore, Philippines, Indonesia and Brunei. The acquisition has a total cash consideration of US$350 million, subject to working capital adjustments on a cash-free, debt-free basis. The acquisition is expected to be completed by June this year. A publicly-listed subsidiary of CITIC, DCH is an integrated trading and distribution company operating in Asia with a focus on Greater China. The company is also supported by an extensive logistics network. Corporate and securities partner Jeckle Chiu led the transaction.

Shardul Amarchand Mangaldas & Co is acting as domestic counsel to Computer Sciences Corp Group (CSC) in respect of its overseas acquisition of Xchanging plc which triggered an indirect open offer under the Indian takeover regulations with respect to Xchanging Solutions Ltd (XSL) in December 2015. Subsequently, on completion of the overseas acquisition of Xchanging plc on 5 May 2016, CSC has decided to delist the shares of XSL from the stock exchanges during the open offer process under the recently added provisions of the Indian takeover regulations. This transaction is a first of its kind wherein a delisting of an Indian listed company has been proposed by a foreign entity under an indirect open offer under the Indian takeover regulations. The global acquisition was valued at approximately £480 million (US$692.8m). Kotak Mahindra Capital Company Ltd acted as the manager to the indirect open offer-cum-delisting of XSL. Mumbai managing partner Akshay Chudasama and partners Yogesh Chande, Ashni Roy and Abhay Sharma led the transaction whilst Allen & Overy acted as foreign counsel.

Shearman & Sterling is advising HKSE-listed Phoenix Healthcare in respect of its approximately US$160 million acquisition of hospitals of CITIC Medical & Health Group, a wholly-owned subsidiary of CITIC Group Corp, a large scale state-owned enterprise under the administration of the State Council of the PRC. Partner Peter Chen is leading the transaction.

Simpson Thacher is representing NYSE-listed Alibaba Group Holding Ltd, as part of a buyer group with Mr Yan Tang, co-founder, chairman and CEO of Momo, Matrix Partners China II Hong Kong Ltd, Sequoia Capital China Investment Management LP and Huatai Ruilian Fund Management Co Ltd, in respect of the approximately US$3 billion proposal to consummate a going private transaction to acquire all of the outstanding shares of Nasdaq-listed Momo not already owned by the buyer group. A leading mobile-based social networking platform in China, Momo’s platform includes the Momo mobile application and a variety of related features, functionalities, tools and services. Partner Katie Sudol is leading the transaction.

White & Case is advising Bank of China and China CITIC Bank in respect of an aggregate US$1.58 billion loan for a consortium led by Apex Technology Co Ltd and Pacific Alliance Group to finance the acquisition of Lexmark International Inc. The merger, which is expected to close in the second half of 2016, is subject to approval by Lexmark’s shareholders, regulatory approvals in the US, including the Committee on Foreign Investment, China and certain other foreign jurisdictions, and other customary closing conditions. Headquartered in Zhuhai, Guangdong, China, Apex Technology designs, manufactures and markets inkjet and laser cartridge components for remanufacturers and distributors and is the largest manufacturer and solution provider for the global aftermarket imaging supplies market. Partners David Li (Beijing), Joseph Brazil (New York), John Shum (Singapore) and Francis Zhou (New York), supported by partners Ray Simon (New York) and Jessica Zhou (Hong Kong), are leading the transaction.