Deals – November 2, 2016

AZB & Partners has advised Housing Development Finance Corporation on its overseas issue of rupee-denominated bonds. Partner Varoon Chandra led the transaction, which was valued at Rs5 billion (US$75m) and closed on October 20, 2016.

AZB & Partners is also advising JM Financial Products on its acquisition of approximately 24.5 percent shares of India Home Loan. Partner Anand Shah is leading the transaction, which was signed on October 20, 2016.

Clayton Utz is advising Australia-listed environment, waste management and industrial services provider Tox Free Solutions on its acquisition of 100 percent of the shares and related assets of Daniels Health and Daniels Manufacturing. Daniels is a leading provider of medical waste solutions, collection and treatment in the Australian healthcare sector with approximately 300 employees across 17 sites in Australia, as well as three joint venture managed sites in New Zealand. The acquisition, announced on October 26, 2016, was for A$186 million (US$142.3m), subject to adjustments. The firm is also advising Tox Free on its fully underwritten 1 for 3.9 pro-rata accelerated non-renounceable entitlement offer to raise total proceeds of A$85 million (US$65m) to partly fund the acquisition. The institutional component of the entitlement offer opened on October 26, 2016 while the retail component opens on November 3, 2016. Partners Mark Paganin and Stuart Bryne are leading the transaction.

Colin Ng & Partners has advised a group of investors investing, in two separate transactions, in two Singapore fintech companies, Planar Investments and Dragon Wealth. Named as a top Singapore fintech company in the personal finance management space, Planar Investments operates under the branding of Weinvest. Dragon Wealth has been named as a top Singapore fintech company in the data management space, and is a financial technology company assisting relationship managers on client preferences and data. Funds and financial services partner Amit Ramkrishn Dhume led the transactions.

Cyril Amarchand Mangaldas has advised the Department of Investment and Public Asset Management of India’s Ministry of Finance on the further divestment by the President of India of approximately 0.4 percent of its stake in Container Corporation of India (CONCOR) through an off-market sale of equity shares to certain eligible CONCOR employees. Under this employee offer, a total of 79,083 shares were sold on October 7, 2016, raising approximately Rs89.8 million (US$1.3m). New Delhi partners Aarti Joshi and Gokul Rajan led the transaction.

Cyril Amarchand Mangaldas has also advised the Department of Investment and Public Asset Management of India’s Ministry of Finance on the further divestment by the President of India of approximately 0.5 percent of its stake in Engineers India to certain eligible Engineers India employees. Under this employee offer, approximately 1.7 million shares were sold on October 7, 2016, raising approximately Rs313.7 million (US$4.7m). New Delhi partners Aarti Joshi and Gok led the transaction.

ELP has advised the promoters and the promoter group of Swiss Glascoat Equipment, an Indian listed company, on the sale of their stake to HLE Engineers and its promoters and exit from the company, in accordance with the provisions of the SEBI rules. Partner Darshan Upadhyay and associate partner Bhavin Gada led the transaction, which was announced on October 25, 2016.

Harry Elias Partnership has represented Singapore Medical Group (SMG) on its acquisition of Astra Women’s Specialist group of clinics for US$60 million, to be satisfied by way of approximately 81.1 million new shares at S$0.333 (US$0.24) each and a payment, in three tranches, of S$33 million (US$23.7m) in cash. The Astra Women’s Specialist group of clinics comprises six obstetrics and gynaecology (O&G) clinics, along with five reputable doctors who will bring a wealth of experience for SMG. Upon completion of the acquisition, SMG will have eight O&G doctors, making it one of the largest specialist practitioners in the private sector dedicated towards women’s health and wellness. Partner Claudia Teo led the transaction.

J Sagar Associates has advised the Mahajan Family on the settlement of its dispute with Lubrimetal and the purchase of Lubrimetal’s 50 percent shareholding in Peddington Lubrimetal. The Mahajans entered into an acquisition and joint venture agreement with Lubrimetal in 2004 to form a JV company named Peddington Lubrimetal. In the execution of the agreement, differences arose between the parties, which led to Lubrimetal filing civil and criminal court proceedings against the Mahajans. The parties have amicably resolved their differences, executed the settlement agreement and filed consent terms on July 28, 2016 in the Bombay High Court. Pursuant thereto, the Mahajans purchased Lubrimetal’s 50 percent shareholding in the JV company. Partners Shailesh Shukla, Nitin Potdar and Ongmu Tshering led the transaction. Lubrimetal was represented by DSK Legal.

J Sagar Associates has also advised Solutions Infini Technologies (India) on the acquisition of 51 percent of its stake by Ubiquity, an Italy-based messaging platform provider. A cloud communication start-up based in Bengaluru, Solutions Infini uses cloud-based technology platforms for enabling enterprises across industries to engage with customers using mobile messaging, voice communication and email. Partners Gerald Manoharan and Tony Verghese led the transaction.

Latham & Watkins has advised Nissan Motor on its acquisition of a controlling 34 percent equity stake in Mitsubishi Motors (MMC) to become MMC’s largest shareholder. MMC will also become part of the global Alliance with Nissan and Renault. With the addition of MMC, the Alliance will be in the world’s top three automotive groups by global volumes, with sales of 10 million units in fiscal year 2016. Nissan and MMC will collaborate on joint purchasing, deeper localisation, joint plant utilisation, common vehicle platforms, technology-sharing and an expansion of the companies’ combined presence in both developed and emerging markets. Tokyo corporate partners Michael Yoshii and Hiroki Kobayashi led the transaction.

Maples and Calder is acting as Cayman Islands counsel to the special committee of Qunar Cayman Islands on its US$4.4 billion take-private offer from a consortium led by Ocean Management, an entity related to Ocean Imagination, a private equity fund with a focus on travel industries in China. Nasdaq-listed Qunar is one of China’s leading digital travel service providers. The deal, subject to shareholder approval, is expected to close in the first quarter of 2017. Partner Derrick Kan led the transaction while Kirkland & Ellis acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel for the buyer consortium.

Maples and Calder has also acted as BVI counsel to China Great Wall International Holdings III on the establishment of its US$6.5 billion medium term note programme and the issuance of US$1.5 billion notes in two tranches: US$700 million 2.25 percent guaranteed notes due 2019 and US$800 million 2.625 percent guaranteed notes due 2021 together with the 2019 notes. The notes under the MTN programme are unconditionally and irrevocably guaranteed by Great Wall Pan Asia International Investment, a wholly-owned subsidiary of China Great Wall Asset Management (China Great Wall). One of four Chinese financial institutions fully funded by the Ministry of Finance, China Great Wall specialises in acquiring, managing and disposing non-performing assets of the country’s five largest state-owned banks. The notes are listed in Hong Kong. Partner Derrick Kan led the transaction while Linklaters acted as Hong Kong and English counsel to the issuer, the guarantor and China Great Wall. Clifford Chance acted as English counsel for the arrangers, comprised of ABCI Capital, Agricultural Bank of China Hong Kong Branch, Bank of China, BOCI Asia, CCB International Capital, CMB International Capital, Credit Suisse (Hong Kong), JP Morgan Securities and Standard Chartered Bank.

Mourant Ozannes has advised CVC Capital Partners on the first public-to-private transaction in Hong Kong completed by a private equity firm. CVC has announced the completion of the US$1.1 billion privatisation of Nirvana Asia by way of scheme of arrangement. The scheme was approved following a vote in favour of the offer from investors holding over 99 percent of the company’s shares on September 28, 2016 and was subsequently sanctioned by the Cayman Islands Grand Court on September 30, 2016. Nirvana is the largest integrated funeral and bereavement care provider in Asia. Headquartered in London, CVC manages capital on behalf of over 300 institutional, governmental and private investors worldwide. Nirvana founder Tan Sri David Kong and CVC are now the two largest shareholders in the company. Kong will continue as CEO and lead the existing management team of Nirvana. Hong Kong managing partner Paul Christopher, assisted by partners Shaun Folpp and Simon Lawrenson, led the transaction. Clifford Chance also advised CVC.

Norton Rose Fulbright has advised ME on a A$1.5 billion (US$1.14b) residential mortgage-backed fund raising. The SMHL Series Securitisation Fund 2016-1 transaction used for the raising was the most attractively priced Australian residential mortgage-backed security for the year, with the most senior notes issuing at year-low margins. The transaction structure provided for six classes of bonds. Partner Scott Millar (Melbourne), supported by partners Ellen Thomas (Melbourne), Dale Rayner (Brisbane), David Shearer (London), David Johnson (Hong Kong) and Vicky Muenzer-Jones (Singapore), led the transaction.

Norton Rose Fulbright has also advised Sumitomo Electric Bordnetze (SEBN) on its conversion into a European stock corporation or Societas Europaea (SE). SEBN operates in the automotive industry and is a member of the Sumitomo Electric Industries Group. The multinational group includes approximately 389 subsidiaries and affiliates in more than 30 countries around the world. The legal form of European stock corporation upholds the European origin of the SEBN, while underlining its role as a key player in the global market. SEBN’s conversion into the SE follows several leading companies, also within the automotive industry, opting for the legal form of SE, illustrating the increasing appeal of an SE. The firm has previously advised SEBN on the conversion into a German stock corporation, in addition to a status proceeding to enforce co-determination on administrative board level under the German Stock Corporation Act. Frankfurt partner Karsten Kühnle led the transaction.

Paul Hastings has represented Chinese private equity investor CDH Investments on its US$800 million placing of shares in WH Group, the world’s largest pork producer and processor. Morgan Stanley acted as the placing agent. The firm will continue to act for CDH in its potential distributions of approximately 4.76 percent issued shares of WH Group to certain CDH limited partners and/or investors. The firm also advised CDH on its US$900 million sale of shares in WH Group in August 2016. Raymond Li, partner and chair of Greater China, and partner Vivian Lam led the transaction.

Siam City Law Offices advised a Japanese multinational provider of IT services and products on the supply and provision on a full turn-key basis, and long-term technical support for the Asia-Africa-Europe 1 Segment 1H submarine cable system, in accordance with the requirements of the supply contract. Partners Chavalit Uttasart and Nilobon Tangprasit led the transaction.

Siam City Law Offices has also advised a prominent oil company, which is incorporated by a group of companies, on a wastewater treatment system upgrade and development project contract with the Industrial Estate Authority of Thailand to develop and upgrade the standard and quality of the environment in Bang Poo Industrial Estate, and to enhance the value of the utility and facility services for the business operators. Partner Nilobon Tangprasit led the transaction which was valued at more than Bt300 million (US$8.6m).

Simpson Thacher has represented Kyushu Railway (JR Kyushu), as issuer, and Japan Railway Construction, Transport and Technology Agency, as selling shareholder, on JR Kyushu’s ¥416 billion (US$4b) IPO in Tokyo, including a Rule 144A and Regulation S international offering to institutional investors. JR Kyushu is the largest passenger railway company in the Kyushu region of Japan, serving all seven prefectures in the region, and operates a wide variety of complementary businesses centred around its railway network, including its real estate, retail, restaurant and construction businesses. The international joint lead managers for the international offering were JP Morgan Securities, Morgan Stanley & Co International and Nomura International. Tokyo capital markets partner Taki Saito led the transaction.

Skadden, Arps, Slate, Meagher & Flom is acting as international counsel for ZTO Express, China’s leading express delivery company, on its US$1.4 billion IPO and listing in New York. The pricing for the IPO was announced on October 27, 2016. This is expected to be the biggest US IPO out of China in 2016. Partners Julie Gao and Haiping Li led the transaction. Morgan Stanley, Goldman Sachs (Asia), China Renaissance Securities, Citigroup, Credit Suisse and JP Morgan acted as the underwriters. Kirkland & Ellis, led by corporate partners David Zhang, Benjamin Su, Gary Li and Steve Lin, Joshua Korff (capital markets), Joanna Ritcey-Donohue (international trade), Agnes Li (litigation) and tax partners Michael Beinus and Angela Rohman Russo, advised the underwriters.

SyCipLaw has advised Metro Pacific Tollways Development Corporation (MPTDC) on its unsolicited proposal for the design, development, financing, construction, operations and maintenance of the NLEX-SLEX Connector Road. The project is an 8km elevated toll expressway utilising the right-of-way of the Philippine National Railways, starting at the junction of the North Luzon Expressway (NLEX) Segment 10 at C-3 Road/5th Avenue in Caloocan City and connecting to the South Luzon Expressway (SLEX) through the Metro Manila Skyway Stage 3 Project. It is expected to help ease congestion in Metro Manila and to reduce the travel time between NLEX and SLEX to just 15 to 20 minutes from up to two hours at present. The firm assisted MPTDC, as original proponent, during the negotiations of the toll concession agreement with the Department of Public Works and Highways (DPWH). Following the conduct of the Swiss Challenge as required by law, the DPWH issued the Notice of Award (NOA) on September 16, 2016. MPTDC complied with the requirements under the NOA on September 27, 2016. Partners Angel Salita Jr and Arlene Maneja led the transaction.

Weil, Gotshal & Manges is advising HNA Group on its acquisition of an approximately 25 percent equity interest in Hilton Worldwide Holdings from affiliates of Blackstone, establishing a long-term strategic investment in Hilton and Hilton’s planned spin-offs of Park Hotels & Resorts and Hilton Grand Vacations (HGV). Valued at approximately US$6.5 billion, or US$26.25 per share, in cash, the transaction reduces Blackstone’s interest in Hilton to approximately 21 percent. Following Hilton’s previously announced spin-offs of Park and HGV, which are expected to occur on or about the end of the year, HNA will own approximately 25 percent of all three companies. New York-listed Hilton is a global hospitality company, comprising more than 4,700 managed, franchised, owned and leased hotels and timeshare properties in 104 countries and territories. Since its founding in 1993, HNA Group has evolved from a regional airline based on Hainan Island into a global company with over US$90 billion of assets, US$30 billion in annual revenues and an international workforce of nearly 200,000 employees. HNA operates and invests in nearly 2,000 hotels across major markets, and has 1,250 aircraft carrying over 90 million passengers to 260 cities worldwide. Blackstone is one of the world’s leading investment firms with over US$350 billion in assets under management. Corporate partners Akiko Mikumo (Hong Kong), Charles Ching (Hong Kong) and Jackie Cohen (New York); banking and finance partners Soo-Jin Shim (Hong Kong) and Danek Freeman (New York); tax partner Mark Schwed (New York); antitrust partners John Scribner (Washington DC) and Eric Hochstadt (New York); and regulatory partner Ted Posner (Washington DC) led the transaction which is expected to close in the first quarter of 2017. WilmerHale and Morris, Nichols, Arsht & Tunnell advised the special committee of Hilton’s Board of Directors while Simpson Thacher & Bartlett advised Blackstone.

WongPartnership is acting for SMRT Services, a wholly-owned subsidiary of SMRT Corporation, on its entry into a joint venture with Cyclect Electrical Engineering to form SMRT-Cyclect Power. The JV will focus on providing electrical systems for land transportation relating to rail systems, infrastructure for electric power systems or networks for electric cars and buses, electric autonomous vehicles and electric personal mobility devices, and system design and high voltage electrical infrastructure for ports. Partner Annabelle Yip is leading the transaction.

WongPartnership has also advised DBS Bank on establishing its loan arrangements accepting intellectual property as collateral under the Intellectual Property Financing Scheme launched by the Intellectual Property Office of Singapore. Partners Alvin Chia and Lam Chung Nian led the transaction.