Deals – November 11, 2015

Allen & Gledhill has also advised Ascendas Funds Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of the issue of S$300 million (US$211.2m) fixed rate perpetual securities by HSBC Institutional Trust Services (Singapore) Ltd as trustee of A-REIT. Partners Margaret Chin, Chua Bor Jern, Daselin Ang, Sunit Chhabra and Glenn David Foo led the transaction.

Appleby has acted as Cayman counsel for Fraser Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 2 November 2015, with gross proceeds of HK$72 million (US$9.3m). A contractor focused on landslide prevention and slope works, foundation works and other general building works in Hong Kong, Fraser Holdings will use majority of the net proceeds for working capital to support expanding contract works and strengthen its workforce. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung Solicitors advised on Hong Kong law. Peter C Wong, Chow & Chow acted as the Hong Kong counsel to the sponsors and underwriters.

AZB & Partners has advised General Electric Company (GE) in respect of a master sale and purchase agreement for the global acquisition by General Electric Company, GE Albany Global Holdings BV and GE Industrial France SAS of the thermal power, renewable power and grid businesses of ALSTOM and ALSTOM Holdings. The primary acquisition has triggered an indirect change in control of two listed companies in India, Alstom India Ltd and Alstom T&D India Ltd, and also the requirements to make open offers under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers Regulations 2011) which has not yet been completed. Partners Ashwin Ramanathan and Vaidhyanadhan Iyer led the transaction which was signed on 2 November 2015 and valued at approximately INR686 billion (US$10.37b).

Colin Ng & Partners has acted as Singapore counsel for Link Healthcare, a specialist pharmaceutical and medical technology business focused on the Asian, African and Australasian regions, in respect of its sale to Clinigen Group plc, the specialty global pharmaceutical company listed in the UK, for an initial consideration of £44.5 million (US$67.5m) and a maximum of approximately £100 million (US$151.6m) based on achievement of milestones. Clinigen agreed to acquire Link in late September 2015 and the acquisition was completed on 30 October 2015. Partners Bill Jamieson and Amit Dhume led the transaction.

Davis Polk has advised the joint lead managers in respect of the issue of RMB5 billion (US$785.8m) 3.1 percent bonds due 2016 by The People’s Bank of China, the Central Bank of the People’s Republic of China. Under the leadership of the State Council, The People’s Bank of China is responsible for formulating and implementing monetary policy, preventing and mitigating financial risks and safeguarding financial stability. Hong Kong partners Paul Chow and Antony Dapiran led the transaction.
Davis Polk has also advised the initial purchasers in respect of the Rule 144A/Regulation S offering by the Government of the Democratic Socialist Republic of Sri Lanka of US$1.5 billion 6.85 percent bonds due 2025. This was the second sovereign bond offering by Sri Lanka since the change in government after the presidential election in January 2015 and also Sri Lanka’s largest bond offering to date. 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, in respect of the INR1.05 billion (US$15.9m) financial assistance to Today Clean Energy Private Ltd to partly finance the cost of implementing 20MW solar PV power project at Kankdel, Agar Malwa, Madhya Pradesh. Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised L&T Infrastructure Finance Company Ltd in respect of the INR1.18 billion (US$17.8m) financial assistance for re-financing part of the existing loan availed by ReNew Wind Energy (Rajkot) Private Ltd for its 45MW wind power project in Vaspeth, Sangli, Maharashtra. Girish Rawat also led the transaction.

DLA Piper has advised IDX and ASX-listed Perseroan (Persero) PT Aneka Tambang Tbk, the Republic of Indonesia’s leading metals and mining company, in respect of its IDR5.9 trillion (US$434.8m) rights issue. The transaction, the largest equity issue by an Indonesian mining company since 2010, was oversubscribed and the new shares were allotted on 02 November 2015. ANTAM is transforming its business from mining to processed metals manufacturer. The capital raised by the rights issue will fund Phase 1 of ANTAM’s East Halmahera ferronickel processing plant, which is expected to be completed in 2018. In addition to the rights issue, the firm also obtained a novel exemption from the ASX in relation to the rights issue. PT Bahana Securities, PT CIMB Securities Indonesia, Credit Suisse (Singapore) Ltd, PT Danareksa Sekuritas and PT Mandiri Sekuritas acted as selling agents. Singapore partner Joe Bauerschmidt, supported by Melbourne partner Mark Burger, led the transaction.

Hogan Lovells has advised China Cinda Asset Management Co Ltd, a leading distressed investor in China, in respect of the acquisition of all the rights and benefits of, including certain liabilities owed to, the seller in relation to a real estate development project in China from Bermuda-incorporated GuocoLand (China) Ltd for a total cash consideration of RMB10.5 billion (US$1.6b). The project is located in downtown Beijing, with a planned gross floor area of approximately 510,000 sq mts, comprising of shopping centers, an office building with twin towers, apartments and hotels. Beijing corporate partner Liang Xu, supported by Hong Kong corporate partner Tim Fletcher, led the transaction which was signed and closed on 20 August 2015.

Hogan Lovells has also advised Alstom in respect of the disposal of its €12.4 billion (US$13.3b) energy business to General Electric (GE), Alstom’s approximately €700 million (US$752.8m) acquisition of GE’s Intelligent Transportation Solutions business and the subsequent establishment of joint ventures in three key energy sectors. The deal, which closed on 2 November 2015, sees GE acquire Alstom’s worldwide power and grid businesses whilst Alstom acquires GE’s transportation signalling business, which provides rail signalling products and solutions worldwide. The two companies have also established JVs in the grid, renewable power and nuclear sectors. These JVs will continue to play a significant role in the global power and energy market, with the combined strength of Alstom and GE behind them. Partners Sharon Lewis (Paris), Andrew Briggs (London), Xavier Doumen (Paris), Mark Mazo (Washington DC and Paris), Lourdes Catrain (Brussels), Suyong Kim (London), Janet McDavid (Washington DC), Adrian Emch (Beijing) and Roberta Downey led the transaction.

HSA Advocates has represented Norwegian state-owned utility Statkraft AS in respect of forming a 50-50 joint venture with Indian renewable energy company Bharat Light & Power (BLP) to deploy distributed solar energy to industrial and commercial customers in India. The JV, called Statkraft BLP Solar Solutions Private Ltd (SBSS), will provide both rooftop and ground-mounted solutions with world class technology and execution. In addition, SBSS shall provide a variety of financing structures, whereby consumers can convert their solar CAPEX into an attractive per unit cost of solar energy, enabling consumers to reduce their carbon footprint and lower energy costs. Partners Aparajit Bhattacharya and Avirup Nag, supported by partner Harvinder Singh, led the transaction. BLP was represented by partner Siddharth Shankar from J Sagar Associates.

J Sagar Associates is advising Sistema Shyam Teleservices Ltd (SSTL) and its majority shareholder Sistema JSFC, a leading Russian conglomerate, in respect of the demerger of SSTL’s telecom wireless business operated under MTS brand to Reliance Communications Ltd (RCOM) in exchange for 10 percent of RCOM’s issued and paid up capital. The deal is the first major consolidation in the telecom sector since 2009 and is the first announced merger after the Department of Telecommunications came out with its merger guidelines in February 2014. Partners Rohitashwa Prasad and Akshay Nagpal, supported by partners Amar Gupta, Mansoor Ali Shoket, Amitabh Kumar, Divyanshu Pandey, Vibha Dhawan and Arpita Garg and head of telecom practice SP Purwar, led the transaction which was signed on 2 November 2015.

J Sagar Associates has also advised Arun Jain, chairman of Polaris Consulting and Services Ltd, in respect of the sale of his approximately 28 percent shareholding to Virtusa Corp. Polaris, an innovator in digital transformation and financial technology, has entered into a definitive share purchase agreement with Virtusa whereby a Virtusa subsidiary will acquire approximately 53 percent of Polaris’ paid up share capital from certain promoters led by Arun Jain and certain other shareholders, including Orbitech Private Ltd, for approximately INR1,173 crores (US$177.3m). In addition, Virtusa will make an unconditional mandatory offer to the public shareholders of Polaris to purchase up to an additional 26 percent of Polaris outstanding shares. Partners Aarthi Sivanandh, Vikram Raghani and Somasekhar led the transaction. AZB & Partners advised Orbitech on its approximately 16 percent shareholding. Virtusa was advised by Goodwin Procter and ALMT Legal.

Khaitan & Co has advised IIFL Wealth Management Ltd in respect of General Atlantic’s proposed acquisition of up to 21.61 percent stake in IIFL Wealth by way of subscription to equity shares and warrants and purchase of equity shares from IIFL Wealth existing shareholders for approximately US$173 million. A subsidiary of IIFL Holdings Ltd, IIFL Wealth is a leading wealth manager engaged inter alia in financial services, investment banking and trusteeship services. Partners Haigreve Khaitan, Arindam Ghosh and Aakash Choubey and associate partner Abhishek Sinha, supported by partner Avaantika Kakkar and executive director Daksha Baxi, led the transaction.

Khaitan & Co has also advised Capita plc UK in respect of the India leg of its 100 percent acquisition of Xchanging plc which resulted in an indirect change in control in Xchanging India, a subsidiary of Xchanging plc, for approximately US$636 million. The acquisition required a mandatory tender offer to be made to the public shareholders of Xchanging. Capita is a leading UK-based provider of technology-enabled customer and business process services and integrated professional support services. Partner Arindam Ghosh, assisted by partner Avaantika Kakkar, led the transaction.

King & Wood Mallesons has acted as Hong Kong and US counsel for Fosun International Ltd in respect of a US$1.5 billion rights issue. Fosun International is one of China’s largest investment companies. Its primary businesses include insurance, industrial operations, investment and asset management. The rights issue received 119.21 percent oversubscription and is Hong Kong’s largest rights issue to date in 2015. The company intends to utilise the net proceeds for M&As in the banking and insurance industry and for repayment of loans. CMB International Capital Ltd and Hani Securities (HK) Ltd acted as joint global coordinators, joint book-runners and financial advisers. Partners Gary Lock,Christene Chen and Richard Mazzochi led the transaction.

King & Wood Mallesons has also acted as international counsel for Beijing Automotive Industry Group Co Ltd (BAIC) in respect of its offering of €500 million (US$537.8m) 1.9 percent guaranteed notes due 2020. The bonds are issued by BAIC subsidiary BAIC Inalfa HK Investment Co Ltd and are unconditionally and irrevocably guaranteed by BAIC. Beijing-based BAIC is a leading automotive group specialised in the development, manufacturing, distribution and after-sales services of a wide range of passenger and commercial vehicles with a focus on the mid to high-end markets. It is one of the top five largest domestic automotive manufacturers in China and is the single largest enterprise owned by the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing (Beijing SASAC) in terms of revenue and profit. The transaction marks BAIC’s first-ever euro-denominated bond issue. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction.

Kirkland & Ellis is advising JP Morgan Securities (Asia Pacific) Ltd as financial advisor to the Special Committee of NYSE-listed Youku Tudou Inc, a leading multi-screen entertainment and media company in China, in respect of its acquisition by NYSE-listed Alibaba Group Holding Ltd in an all-cash transaction. The transaction was announced on 6 November 2015. Morgan Stanley Asia Ltd is acting as financial advisor to Alibaba. Hong Kong corporate partner Jesse Sheley is leading the transaction which is expected to close in the first quarter of 2016, subject to customary closing conditions. Skadden, Arps, Slate, Meagher & Flom, TransAsia and Conyers Dill & Pearman are serving as US, PRC and Cayman Islands counsel, respectively, to the Special Committee. Simpson Thacher & Bartlett is serving as US counsel to Alibaba whilst Fangda Partners and Walkers are serving as PRC and Cayman Islands counsel, respectively.

Latham & Watkins has represented Citigroup Global Markets, JP Morgan India Private Ltd and Morgan Stanley India Company Private Ltd, as global coordinators and book-running lead managers, and Barclays Bank PLC, Kotak Mahindra Capital Company Ltd and UBS Securities India Private Ltd, as book-running lead managers, in respect of the INR3,008.5 crores (US$454.7m) IPO of shares by InterGlobe Aviation Ltd (Indigo Airlines). The IPO, which was listed on the Bombay and National Stock Exchanges, is the largest by an Indian company since 2012 and the first by an airline in India since 2006. Singapore partner Rajiv Gupta, supported by New York partner Jiyeon Lee-Lim, led the transaction.

Morrison & Foerster has advised Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities, in respect of completing its acquisition of a US$4.55 billion logistics portfolio from Industrial Income Trust. The firm is also advising GLP on the injection of the portfolio into its fund management platform and the establishment of GLP US Income Partners II with three leading global institutional investors. The transaction enlarges GLP’s US footprint by 50 percent to 173 million square feet, with GLP becoming the second largest logistics property operator in the US within a year of its entry into the market. GLP is also the largest provider of modern logistics facilities in China, Japan and Brazil. Washington DC partner David Slotkin, Singapore partner Eric Piesner and New York partner Jeff Bell, supported by Singapore partner Shirin Tang and San Francisco partner Ken Muller, are leading the transaction.

Rajah & Tann has acted as Singapore counsel for the joint issue managers, book-runners and underwriters in respect of the IPO and listing of iFAST Corp Ltd on the Main Board of the SGX-ST. The company offered a total of 32.8 million shares under a public offer and placement. The company has also granted an over-allotment option to DBS Bank Ltd to purchase up to 3.28 million additional shares. Headquartered in Singapore, iFAST is an internet-based investment products distribution and administration platform providing a comprehensive range of services. iFAST has assets under administration of approximately S$5.13 billion (US$3.6b) as of end September 2014. iFAST is also present in Hong Kong, Malaysia and China. Partners Howard Cheam and Teo Yi Jing led the transaction whilst Christopher & Lee Ong, a member of the Rajah & Tann Asia Network, advised on Malaysian law.

Rajah & Tann has also advised Canada-headquartered Fairfax Financial Holdings in respect of its purchase, through its subsidiary Fairfax Asia Ltd, of a 35 percent stake of Vietnamese insurer BIDV Insurance Corp (BIC). Fairfax will become BIC’s strategic partner who will provide assistance in underwriting management, risk management, information technology, development of distribution network and investment management. The Bank for Investment and Development of Vietnam (BIDV), BIC’s parent bank, is Vietnam’s third largest lender by total assets. Its listed insurance arm is one of the local leading non-life insurers. Fairfax focuses on non-life insurance, reinsurance and investment management segments. The group achieved a US$1.67 billion profit after tax last year. In Asia, where its premium revenue alone hit over US$3 billion, Fairfax has footholds in India, Indonesia, China, Malaysia, Singapore, Hong Kong, Thailand and Sri Lanka and Vietnam. Partner Brian Ng led the transaction which was valued at approximately US$40 million and was completed on 18 October 2015.

Shook Lin & Bok has acted for Oxley MTN Pte Ltd and Oxley Holdings Ltd in respect of Oxley MTN’s issuance of S$300 million (US$211.2m) 5 percent bonds due 2019 which are unconditionally and irrevocably guaranteed by Oxley Holdings. Partners Marilyn See and Lian Shueh Min led the transaction.

Simpson Thacher has represented KKR in respect of its acquisition of a significant minority stake in CA Media, an existing Asian media portfolio of The Chernin Group, as well as the creation of Emerald Media, a new vehicle to fund investments capitalizing on fast-growing opportunities in the media and entertainment industries across Asia. KKR has committed up to US$300 million to the Emerald Media platform from its KKR Asian Fund II whilst The Chernin Group will join as a minority co-investor. Emerald Media, which will have offices in Mumbai, Hong Kong and Singapore, will focus primarily on providing growth capital ranging from US$15 million to US$75 million for both control and significant minority positions to media, entertainment and digital media businesses in Asia. Partners Katie Sudol (M&A), Adam Furber (Funds), Chris Bell (Financing), Katharine Moir (Tax) and Tristan Brown (Executive Compensation) led the transaction.

Skadden is acting as US counsel to the buyer group in respect of the going-private transaction of NYSE-listed Mindray Medical International Ltd. The buyer group is composed of Xiting Li, the executive chairman, president and co-chief executive officer, Hang Xu, the chairman of the board, and Minghe Cheng, the co-chief executive officer and chief strategic officer of Mindray Medical. The transaction, which values the company at approximately US$3.3 billion, was announced 4 November 2015. Mindray Medical is a leading global developer, manufacturer and marketer of medical devices across three primary business segments, namely patient monitoring and life support, in-vitro diagnostics and medical imaging systems. Corporate partners Peter Huang (Beijing) and Clive Rough (Hong Kong) led the transaction.

WongPartnership has acted for The Hour Glass Ltd as issuer in respect of the establishment of a S$500 million (US$352m) multicurrency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for Precious Projects Pte Ltd, Precious Shipping Public Company Ltd and Precious Shipping (Singapore) Pte Ltd in respect of the establishment of a S$500 million (US$352m) multicurrency medium term note programme by Precious Projects Pte Ltd. The notes are unconditionally and irrevocably guaranteed by Precious Shipping Public Company and Precious Shipping (Singapore). Partner Hui Choon Yuen led the transaction.