Allen & Gledhill has advised ARA Trust Management (manager of ARA US Hospitality Property Trust), ARA Business Trust Management (trustee-manager of ARA US Hospitality Management Trust), together with the Reit Manager, and ARA Real Estate Investors 23 (sponsor of ARA US Hospitality Trust), on the approximately US$498 million IPO of ARA US Hospitality Trust in Singapore. ARA US Hospitality Trust is a stapled group comprising of ARA US Hospitality Property Trust and ARA US Hospitality Management Trust. The firm also advised the managers on the approximately US$270.8 million loan facilities, comprising of a five-year secured term and letter of credit facilities of up to approximately US$260.8 million and a three-year unsecured revolving credit facility of up to US$10 million. Deputy managing partner Jerry Koh and partners Foong Yuen Ping, Chua Bor Jern, Jafe Ng and Ong Kangxin led the firm’s team in the transaction.
Allen & Gledhill has also advised ARA Trust Management (Suntec), as manager of Suntec Real Estate Investment Trust, on the S$400 million (US$290.3m) loan facilities to HSBC Institutional Trust Services (Singapore), as trustee of Suntec Reit. The proceeds of the facilities were to refinance its existing borrowings and for general working capital. Partner Jafe Ng led the firm’s team in the transaction.
Ashurst has acted for Bank Negara Indonesia, as sole arranger and original lender, on the approximately US$232 million secured facilities extended to Indonesian gold mining company J Resources Nusantara, through its subsidiaries, with operating projects in Indonesia and Malaysia. The facilities were used, in part, to refinance existing operating projects of J Resources and its subsidiaries, as well as to develop a new gold mine in North Sulawesi, Indonesia. Partners Jean Woo (Singapore) and Rizaldy Tauhid (Jakarta) led the firm’s team in the transaction.
AZB and Partners is advising SRF on its Rs3.2 billion (US$46m) sale of its engineering plastics business to DSM India. Partner Daksh Trivedi is leading the firm’s team in the transaction, which was signed on May 11, 2019 and is yet to be completed.
AZB & Partners has also advised Abu Dhabi Commercial Bank on its merger with Union National Bank, with the combined entity acquiring 100 percent shareholding of Al Hilal Bank. Subsequent to the transaction, Union National Bank has delisted in Abu Dhabi and has dissolved as a legal entity. Partners Ashwath Rau and Anu Tiwari led the firm’s team in the transaction, which was valued at Rs272 billion (US$3.9b) and was completed on May 1, 2019.
Gibson, Dunn & Crutcher is advising Amryt Pharma, a biopharmaceutical company focused on rare and orphan diseases, on its agreement to acquire Aegerion Pharmaceuticals, a subsidiary of Novelion Therapeutics. The transaction has been unanimously approved and recommended by the boards of Amryt, Aegerion and Novelion. The combined group had 2018 pro-forma combined revenues of US$136.5 million. The transaction creates a rare disease business with two approved products, namely lomitapide (Lojuxta/Juxtapid) and metreleptin (Myalept/Myalepta). The deal reunites the lomitapide franchise, and transforms Amryt into a global player in the orphan disease market. Contingent value rights will be issued to Amryt stakeholders, which could result in the payment of up to an additional US$85 million, in cash or stock. Amryt plans to raise US$60 million in equity, concurrent with the closing of the transaction, and certain Aegerion bondholders have agreed to backstop this equity raise. Partners William Sorabella (New York), George Stamas (Washington DC / New York) and Nigel Stacey (London), supported by partners Robert Klyman (Los Angeles), Matthew Williams (New York) and Andrew Fabens (New York), are leading the firm’s team in the transaction.
J Sagar Associates has advised Mirae Asset-Naver Asia Growth Investment and Mirae Asset Capital Markets (India) on their investment of approximately US$30 million and US$5 million, respectively, into ANI Technologies (OLA), one of the world’s largest ride-sharing companies. OLA integrates city transportation for customers and driver-partners onto a mobile technology platform, ensuring convenient, transparent, and quick service fulfilment. The investment forms part of OLA’S continuing large Series J round of fundraising, which has recently seen participation from Hyundai Motors and Kia Motors. Partner Manav Raheja, supported by partners Amitabh Kumar and Vaibhav Choukse, led the firm’s team in the transaction.
J Sagar Associates has also advised Krishak Bharati Cooperative on the proposed sale of the 76 percent share of its wholly-owned subsidiary KRIBHCO Infrastructure to Continental Warehousing (Nhava Seva). KRIBHCO Infrastructure is an integrated multi-modal logistics operator in India, operating major inland container depots / private freight terminals, and has container train operations with a pan India outreach. Continental Warehousing is a subsidiary of Hindustan Infralog, a joint venture between Dubai Ports World and National Investment and Infrastructure Fund. With the proposed transaction, Hindustan Infralog will become one of the leading integrated rail terminal and container train operators in India, with an enhanced network to provide end-to-end connectivity to cargo owners. Partners Sidharrth Shankar, Bijal Chhatrapati and Bharat Bhushan Sharma led the firm’s team in the transaction.
Khaitan & Co has advised Pfizer on the merger filing before the Competition Commission of India. The proposed transaction envisages the formation of a new global consumer healthcare joint venture between GlaxoSmithKline (GSK) and Pfizer, by combining their respective global consumer healthcare businesses. Globally, GSK will acquire Pfizer’s consumer healthcare business, via a series of share and asset sales, and, as consideration, Pfizer will acquire a 32 percent shareholding in the JV, GSK Consumer Healthcare Holdings. After the transaction, GSK will hold a majority and controlling stake of 68 percent in the JV, while Pfizer will hold the remaining non-controlling stake of 32 percent. Executive director Arshad Khan and partner Anisha Chand led the firm’s team in the transaction.
Khaitan & Co has also advised Nippon Life Insurance on the acquisition from Reliance Capital of such number of equity shares of the company, which in the aggregate, along with the shares purchased by Nippon under the open offer and together with Nippon’s 42.88 percent current shareholding in the company, shall result in Nippon’s shareholding not exceeding 75 percent of the total issued and paid up equity share capital of the company, on the date of such acquisition. Since the proposed acquisition exceeds five percent of the total issued and paid up equity share capital of Reliance Capital, Nippon shall make an open offer for acquisition of shares from the company’s public shareholders, in accordance with the SEBI Regulations. Under the terms of the agreement, Reliance Capital is entitled to sell 10.76 percent of its shareholding in the company, via a SEBI-prescribed method, to enable the company to meet minimum public shareholding (MPS) requirements. After completion of the transaction, Reliance Capital is obligated to sell its residual shareholding in the company (shareholding remaining after acquisition by Nippon of the purchase shares) to the public shareholders, via a SEBI-approved method, to comply with MPS requirements. Executive director Sudhir Bassi and partners Niren Patel, Aravind Venugopal, Arindam Ghosh, Aditya Cherian and Thomas George led the firm’s team in the transaction.
Kirkland & Ellis has represented SC Capital Partners, a Singapore-based institutional real-estate investment management firm, on raising its fifth discretionary real estate private equity fund, Real Estate Capital Asia Partners V (RECAP V). The US$850 million total capital raising comprises of US$650 million fund equity commitments, plus US$200 million co-investment interest from existing RECAP V investors. RECAP V held its final close on May 21, 2019, raising institutional capital from North America, Europe and Asia-Pacific. The RECAP V investment strategy is similar to its successful predecessor, RECAP Funds, with a focus on acquiring a portfolio of pan Asia-Pacific real estate investments through a disciplined investment approach of targeting undervalued, undermanaged and distressed assets and special situations. Investment funds partners Damian Jacobs and Kelly Ryan, supported by partners Stephen Butler (tax), Elizabeth Dyer (ERISA), Adam Skinner (regulatory) and Joshua Westerholm (investment funds), led the firm’s team in the transaction.
L&L Partners has advised Fortis Healthcare, one of the leading integrated healthcare delivery service providers in India, along with its group companies, on the completion of the sale of its stake in The Medical and Surgical Centre (MSC), Fortis’s indirect offshore joint venture in Mauritius and a Mauritius-listed healthcare provider. The purchasers are existing MSC shareholder CIEL Healthcare and one of its group companies. The seller is Fortis Healthcare International Mauritius, a wholly-owned subsidiary of Fortis. The divestment of the securities pursuant to the transaction has been carried out for approximately US$11.14 million. The transaction is in line with Fortis’ intention to maintain a leaner corporate structure and to effectively monetise certain assets in the process. Partners Sundeep Dudeja and Vaibhav Kakkar led the firm’s team in the transaction, which remains subject to regulatory and shareholders approvals.
Maples Group (Hong Kong) has advised Klook on a US$425 million series D/D+ round funding, led by SoftBank Vision Fund, followed by Sequoia China, Matrix Partners, TCV, and OurCrowd. Founded in 2014, Klook is a travel activities and services booking platform that gives travellers a way to discover and book attractions, tours, local transportation, best foods and unique experiences around the world on its website and app. Partner Everton Robertson led the firm’s team in the transaction, which closed in April 2019.
Maples Group (Hong Kong) has also acted as Cayman Islands counsel to Xinyuan Real Estate on its tender offer to purchase for cash the outstanding 8.125 percent senior notes due 2019, and the issuance of US$200 million 14.2 percent senior notes due 2021, and to certain Cayman Islands subsidiaries of the company, who guaranteed the notes. The notes are listed in Singapore. The transaction closed on April 16, 2019. Partner Derrick Kan led the firm’s team in the transaction, while Sidley Austin acted as Hong Kong and US counsel and DaHui Lawyers acted as China counsel. Shearman & Sterling acted as US counsel, while Commerce & Finance Law Offices acted as China counsel to the initial purchasers, including UBS AG Hong Kong Branch, Merrill Lynch (Asia Pacific), Barclays Bank, Guotai Junan Securities (Hong Kong) and Haitong International Securities.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, is acting for Golden Compass (BVI) on the S$1.025 billion (US$744m) acquisition of the entire issued and paid-up share capital of Oxley Beryl, the registered proprietor of the property situated at 30 Raffles Place, Singapore and known as “Chevron House.” Partners Tan Chon Beng, Norman Ho and Cindy Quek are leading the firm’s team in the transaction.
Shook Lin & Bok has acted for DBS Trustee, the trustee of ARA US Hospitality Trust (ARAHT), on ARAHT’s listing and IPO in Singapore to raise gross proceeds of approximately US$498 million. It is the Singapore bourse’s first hospitality trust focused purely on the US market and the first new mainboard listing on the local bourse this year. Partners Tan Woon Hum and Andrea Ng led the firm’s team in the transaction.
S&R Associates has represented Shipra group on a Rs1.3 billion (US$18.7m) private treaty acquisition of real property under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002, as amended, from the Housing Development Finance Corporation. Partner Mohit Gogia led the firm’s team in the transaction.
S&R Associates has also represented MakeMyTrip, a Nasdaq-listed company, on Indian competition law matters in the proposed share exchange transaction between Ctrip.com International and Naspers, following which Ctrip and a third-party investment entity will own ordinary shares and class B shares of MakeMyTrip, representing approximately 49 percent and four percent, respectively, of its total voting rights, and Naspers will own 5.6 percent of Ctrip’s outstanding ordinary shares. Partner Rajat Sethi led the firm’s team in the transaction, which is subject to customary closing conditions, including regulatory approvals.