Deals – May 14, 2015

Amarchand & Mangaldas & Suresh A Shroff Co has acted for Elara Technologies Pte Ltd in respect of all Indian law related aspects of its acquisition of Makaan.com private Ltd, an online property listing firm, from Anand Mittal and Anupam Mittal. Elara Technologies is backed by Rupert Murdoch’s News Corp and currently owns PropTiger.com. The transaction would lead to synergy between PropTiger.com and Makaan.com, two major online portals in India. Partner Saurav Kumar led the transaction which closed on 5 May 2015. IC Legal advised the company and the sellers.

Amarchand & Mangaldas & Suresh A Shroff Co has also acted in respect of the demerger of the lighting business of Philips India Ltd (PIL) into Philips Lighting India Ltd (PLIL), a wholly-owned subsidiary of PIL, through a scheme of demerger under Sections 391 to 394 of the Companies Act 1956. Under the scheme, all assets and liabilities of PIL’s lighting business will be transferred to PLIL and, as consideration, PIL shareholders will receive one fully paid-up PLIL equity share for every fully paid-up equity share held in PIL. Partners Akila Agrawal and Anirudh Das led the transaction.

Appleby has acted as BVI and Bermuda counsel to Yuexiu Transport Infrastructure Ltd in respect of the establishment of a guaranteed US$1 billion medium term note programme issued by a wholly-owned subsidiary of the company. Under the programme, a debut €200 million (US$311.5m) 1.625 percent guaranteed notes due 2018 will be issued on 7 May 2015. The programme is listed on the HKSE while the notes will be listed on the Irish Stock Exchange. HKSE-listed and Bermuda-incorporated Yuexiu Transport operates and invests in expressways in Southeast China’s Guangdong province. This bond issuance marked the first time an expressway company in China has offered euro-denominated notes outside of China, taking advantage of the recent low interest rates in the eurozone. It is also the first euro-denominated note issuance by the Yuexiu Group. Hong Kong corporate partner Judy Lee led the transaction whilst Baker & McKenzie advised as to Hong Kong and English laws. Linklaters advised the sponsors and underwriters as to Hong Kong law whilst Zhonglun Law Firm advised as to PRC law. Linklaters is also the Hong Kong adviser to the trustees.

Clifford Chance has advised the placing agents, The Hongkong and Shanghai Banking Corp Ltd, Citigroup Global Markets Ltd, UBS AG Hong Kong Branch, CCB International Capital Ltd, China International Capital Corp Hong Kong Securities Ltd and CMB International Capital Ltd, in respect of the US$1.74 billion top-up placement of China Taiping Insurance Holdings Company Ltd. The parent company of China Taiping Insurance sold 486 million shares of China Taiping Insurance at HK$27.74 (US$3.58) per share on the HKSE, or 13.52 percent of the share capital after the placement. Headquartered in Hong Kong, China Taiping Insurance is a China insurance conglomerate which is controlled by a Chinese state-owned financial and insurance group. Corporate partner Tim Wang, supported by partner Jean Thio, led the transaction.

Clifford Chance has also advised DBS and Standard Chartered Bank as joint global coordinators, book runners and managers in respect of the Regulation S only offering of a US$300 million high yield bond by Reliance Communications, one of India’s leading telecommunications operators. The notes issued under the bond benefit from a security package consisting of asset security, share pledges and security over certain telecommunications licenses of Reliance Communications. The bond contains New York-style incurrence covenants and was issued under an English law governed trust deed. The senior secured notes have a five year tenor and were priced at 6.5 percent, a coupon that is markedly lower than most high yield issuances in the Asian market. Partner Rahul Guptan led the transaction.

Davis Polk has advised CNOOC Ltd as to US and Hong Kong laws in respect of the SEC-registered offering of guaranteed notes by CNOOC Finance Australia Pty Ltd, a wholly-owned subsidiary of CNOOC, of its US$1.5 billion 2.625 percent guaranteed notes due 2020 and US$300 million 4.2 percent guaranteed notes due 2045, and by CNOOC Finance USA LLC, another wholly-owned subsidiary of CNOOC, of its US$2 billion 3.5 percent guaranteed notes due 2025, for a combined aggregate principal amount of US$3.8 billion. The notes were listed on the HKSE. Listed on the New York, Hong Kong and Toronto stock exchanges, CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas. It is a dominant oil and natural gas producer in offshore China and also one of the largest independent oil and natural gas exploration and production companies in the world in terms of reserves and production. Partners James C Lin, Eugene C Gregor, Antony Dapiran and John D Paton led the transaction.

Davis Polk is also advising China Renaissance Securities (Hong Kong) Ltd as financial adviser to the special committee of the board of directors of Perfect World Co Ltd in respect of its going-private transaction with a company beneficially owned by Michael Yufeng Chi, Perfect World’s founder and chairman of the board of directors. The transaction is subject to shareholder approval and other customary closing conditions. A NASDAQ-listed online game developer and operator based in China, Perfect World primarily develops online games based on proprietary game engines and game development platforms. China Renaissance is an independent investment bank in China focused on providing strategic financial advice to leading Chinese entrepreneurs and financial sponsors across a broad range of sectors. Partner Miranda So led the transaction.

Dentons has advised SunPower and its Chinese partners in respect of their first international solar collaboration with Apple. After three months of intense negotiations, SunPower’s project development joint venture, Sichuan Shengtian New Energy Development Co Ltd (SJVP), signed a transaction on 22 April 2015 with a subsidiary of Apple Inc. Under the transaction, Apple will acquire 44 percent of the equity interest in two project companies, each of which will construct and operate a 20MW photovoltaic station located in the ABA Prefecture of Sichuan Province, China. Beijing partner Sarah Zeng, Shanghai partner Todd Liao and partner Frank Niu led the transaction which is Apple’s first investment in renewable energy outside the US.

DLA Piper has represented Ping An Insurance, one of the largest insurance companies in China, through its subsidiary Ping An Real Estate, in respect of a landmark investment in Tishman Speyer’s Pier 4, a Boston, USA commercial real estate project, valued at US$500 million. Pier 4, in Boston’s Seaport District, is a prime waterfront development which is set to include a 13-story commercial building and a nine-story residential building in an evolving and dynamic area of the city. The project marks the latest in a series of outbound investment by large Chinese conglomerates and a growing trend of Chinese insurance companies investing overseas. This is the first time that Ping An has made an equity investment into US real estate and the first time it has co-invested, alongside China Life, outside of China. Real estate partners Ross Green and Lillian Duan, supported by partners Roy Chan and Stephen Cowan, led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised the underwriters and the international selling agents in respect of the IPO of Mitra Keluarga, one of the country’s largest hospital operators, by offering 261.93 million shares with an offer price of IDR17,000 (US$1.29) per share in Indonesia and outside Indonesia by foreign tranche. The offering contemplates a public offering in Indonesia and the US pursuant to Regulation S under the US Securities Act of 1933, as amended. Partner Iqbal Darmawan led the transaction.

J Sagar Associates has advised the Asian Development Bank in respect of a secured external commercial borrowing of up to US$125 million extended to Dewan Housing Finance Corp Ltd, a leading housing finance company, for financing low-cost affordable housing projects. Partners Dina Wadia and Gayatri Bhandari led the transaction whilst Ince & Co Singapore acted as English counsel.

J Sagar Associates has also advised Torrent Pharmaceuticals Ltd in respect of its proposed acquisition of 100 percent stake in Zyg Pharma Private Ltd. With an annual turnover of over INR4,200 crores (US$654m), Torrent Pharma is the flagship company of the Torrent Group and is a leader in the pharmaceutical industry. Zyg Pharma manufactures various dermatological formulations like creams, ointments, gels, lotions and solutions. Partners Akshay Chudasama and Jamshed Bhumgara led the transaction.

Khaitan & Co has advised Zomato Media Private Ltd in respect of the acquisition of MaplePOS, a cloud-based point of sale platform for restaurants, domain names, other software (under-development) and other intellectual property from Maplegraph Solutions Private Ltd under an asset purchase agreement. Zomato Media is an online restaurant search and discovery service providing information on home delivery, dining-out, cafés and nightlife in cities of India. Associate partner GT Thomas Phillippe led the transaction.

Khaitan & Co has also advised Emperador Inc in respect of the Indian law related aspects of its acquisition of 100 percent stake in Whyte & Mackay from United Spirits (Great Britain) Ltd, an indirect overseas subsidiary of United Spirits Ltd, for approximately US$729 million. Owned by Filipino-Chinese billionaire Andrew Tan, the Philippines-based rum company Emperador is one the world’s premier brandy makers. Partner Niren Patel led the transaction.

Latham & Watkins has advised China Galaxy Securities Co Ltd in respect of its US$3.1 billion H Share placing. Beijing-based China Galaxy Securities completed its placing on 5 May 2015 with an aggregate of 2 billion H Shares successfully allotted at the placing price of HK$11.99 (US$1.55) per share. HKSE-listed China Galaxy Securities is a financial services provider in the PRC. The consortium of placing agents was led by Goldman Sachs, China Galaxy International and Nomura. Hong Kong partners Cathy Yeung, William Woo and Eugene Lee led the transaction.

Luthra and Luthra Law Offices has acted for Ortel Communications Ltd in respect of its IPO aggregating to approximately INR1.75 billion (US$27.2m). The offer consisted of a fresh issue by Ortel and an offer for sale by NSR-PE Mauritius LLC, an existing shareholder of the company. This transaction was also one of the first listings by a company after the notification of a significant number of sections of the Companies Act 2013. Ortel is a cable television and high speed broadband services provider with a market leading presence in Orissa and was instrumental in pioneering the primary point cable business model in India by offering digital and analog cable television, broadband and VAS services in Orissa, Chhattisgarh, West Bengal and Andhra Pradesh. Partner Geeta Dhania led the transaction.

Majmudar & Partners has represented Vehicle Access Systems Technology LLC, a global supplier of security and access control products for the motor vehicle industry, in respect of its acquisition from Minda Capital Ltd of 50 percent stake in Minda VAST Access Systems Private Ltd, a joint venture company engaged in the manufacture of vehicle keys and access systems in India. Partner Rukshad Davar led the transaction whilst Reinhart Boerner Van Deuren, led by partner James Bedore, acted as US counsel. Luthra & Luthra Law Offices, led by partner Bobby Chandhok, represented Minda Capital.

Norton Rose Fulbright has advised the lenders in respect of the refinancing of credit facilities to PacificLight Group, a consortium comprising First Pacific, Meralco and Petronas, towards the operation of a power project on Singapore’s Jurong Island. The 781 MW combined cycle project is one of the first merchant power plants in Asia to be developed by an independent power producer and sells electricity to the Singapore market. The power plant achieved practical completion in January 2014 and receives re-gasified LNG from the new LNG terminal on Jurong Island, Singapore. The bank group, led by Malayan Banking Berhad Singapore Branch and comprising of Export Import Bank of Malaysia Berhad, Standard Chartered Bank Singapore Branch, Bank of Tokyo–Mitsubishi UFJ Ltd and Sumitomo Mitsui Trust Bank Ltd Singapore Branch, has provided a term facility of S$700 million (US$523m) and credit facilities of US$230 million and S$100 million (US$74.7m). Singapore partner Stephen Begley and Hong Kong partner Peter Haslam, assisted by partner Nicola Davies, led the transaction.

Rajah & Tann Singapore is acting for BCBC Singapore, a wholly-owned subsidiary of Binderless Coal Briquetting Company, in respect of a US$800 million cross-border dispute with an Indonesian company. The commercial dispute spans Australia, Indonesia and Singapore. This is the first case set to be heard before the newly-launched Singapore International Commercial Court. Partner Francis Xavier is leading the transaction.

Rajah & Tann Singapore has also acted for AXA Life Insurance Singapore Pte Ltd in respect of defending a claim brought by an ex-financial services director for alleged defamation, malicious falsehood and breach of duty of care in the context of his employment. Partners K Muralidharan Pillai and Luo Qinghui led the transaction.

Stephenson Harwood (Singapore) Alliance has acted for Mamezou Holdings Co Ltd in respect of its voluntary conditional partial offer to acquire approximately 31.8 million shares of Xyec Holdings Co Ltd, a company listed on the Catalist Board in Singapore, at an aggregate consideration of approximately S$9.5 million (US$7m). The partial offer was completed at the end of March 2015. Mamezou, a company incorporated in Japan and listed on the First Section of the Tokyo Stock Exchange, is principally engaged in the provision of information technology solutions. The core businesses of Xyec and its subsidiaries are engineering services, IT services and IT solutions. As both Xyec and Mamezou are companies incorporated in Japan and listed in Singapore and Japan, respectively, the partial offer exercise had to take into account the relevant corporate laws and practices in Japan and, at the same time, comply with takeover law and regulations in Singapore. Partners Elaine Beh and Douglas Koh led the transaction.

Sullivan & Cromwell is representing Nippon Steel & Sumitomo Metal Corp (NSSMC) in respect of its share exchange with Nippon Steel & Sumikin Texeng Co Ltd (NS-TEXENG), in which NSSMC will be a wholly-owning parent company of NS-TEXENG. Tokyo corporate partner Keiji Hatano is leading the transaction which was announced on 28 April 2015.

Sullivan & Cromwell is also representing Nippon Steel & Sumitomo Metal Corp (NSSMC) in respect of its share exchange with Suzuki Metal Industry Co Ltd (SMI), in which NSSMC will be a wholly-owning parent company of SMI. Tokyo corporate partner Keiji Hatano is also leading the transaction which was announced on 28 April 2015.

Weerawong, Chinnavat & Peangpanor has advised Pace Development Corp Public Company Ltd, a leader in Thai luxury properties and hospitality, including The Ritz-Carlton Residences and Maha-nakorn, the tallest tower in Thailand, in respect of the acquisition of ordinary shares of its subsidiaries Pace Real Estate Co Ltd. (31 percent), Pace Project One Co Ltd (15 percent), Pace Project Two Co Ltd (15 percent) and Pace Project Three Co Ltd (15 percent) and the transfer of the financial obligations of these four subsidiaries from IBC Holding Ltd, a subsidiary of Israel-listed Industrial Building Corp Ltd, and IDJ Holdings Ltd, a shareholder of Pace Real Estate Co. Executive partner Peangpanor Boonklum led the transaction which closed on 31 March 2015 and was valued at approximately β1.9 billion (US$56m).

WongPartnership has acted for DBS Bank Ltd and Standard Chartered Bank, as joint lead managers and joint book-runners, in respect of Rowsley Ltd’s issuance of S$100 million (US$74.9m) 6.5 percent fixed rate secured notes due 2018 under Rowsley’s S$500 million (374.3m) multicurrency medium term note programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction.

WongPartnership has also acted for Olam International Ltd in respect of the issuance of A$150 million (US$119.5m) in aggregate principal amount of 4.875 percent fixed rate senior unsecured notes due 2020 as Series 8 under its US$5 billion Euro MTN Programme. Partner Hui Choon Yuen led the transaction.