Deals – November 23, 2016

Allen & Gledhill has also advised Sapphire Investments, a wholly-owned subsidiary of Jacobs Douwe Egberts, on the S$1.45 billion (US$1b) pre-conditional voluntary conditional general offer to acquire all the issued ordinary shares of Super Group. Partners Andrew Lim, Lee Kee Yeng, Serena Choo and Isaac Tung led the transaction.

AZB & Partners has acted as India counsel to VTB Bank and VTB Capital on VTB Bank’s provision of lending credit facilities for the restructuring of Essar Energy existing debt, as a pre-requisite to the acquisition of Essar Oil. Partner Nilang Desai led the transaction, which was completed on October 21, 2016 and was valued at approximately Rs240 billion (US$3.5b).

AZB & Partners has also advised The Xander Group (through Virtuous Retail) on its partnership with the APG Group (through APG Asset Management) to form a joint venture in Singapore. The JV company, Virtuous Retail South Asia, will be 23 percent owned by the Xander Group, with the APG Group owning 77 percent. The JV company, along with its subsidiaries, has acquired 100 percent equity shareholding and other securities of Indian companies owning integrated retail malls / shopping complexes. Senior partner Hardeep Sachdeva led the transaction, which was completed on November 4, 2016 and was valued at approximately Rs30 billion (US$438m).

Bird & Bird has acted as Singapore counsel for Haitong International Investment (Singapore), an indirect wholly-owned subsidiary of Hong Kong-listed Haitong International Securities Group, on its proposed acquisition of Haitong Securities India. With the proposed acquisition, the Haitong Group seeks to expand on its geographic footprint to India, complementing its well-established integrated equities research capabilities in the Chinese, Singaporean, Japanese and South Korean markets, and to allow the leveraging of the Indian entity’s existing investment banking businesses, particularly in cross-border M&As and equity capital markets origination for the larger Indian deals that require global distribution.

Clifford Chance has advised Citic CLSA Capital Markets, as the sole sponsor, and CLSA, Deutsche Bank, China Merchants Securities (HK), Haitong International Securities, HSBC, ABCI Capital and BNP Paribas Securities (Asia), as the underwriters, on Datang Environment Industry Group’s approximately US$250 million IPO in Hong Kong. Datang Environment Industry is a subsidiary of China Datang Group. China co-managing partner Tim Wang and partners Amy Lo and Fang Liu led the transaction. Kirkland & Ellis, led by Hong Kong corporate partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Shawn Tai, represented Datang Environment Industry Group.

Clifford Chance also advised on the first ever sale of green covered bonds from a Chinese bank, representing the joint lead managers (Bank of China, Bank of China (Hong Kong), BOCI Asia, HSBC, Citi, Barclays, China Construction Bank, Credit Agricole, Merrill Lynch, Societe Generale and Standard Chartered) on Bank of China’s issuance of US$500 million bonds due 2019 under the bank’s US$5 billion medium-term note programme. The team was led by Connie Heng, Asia-Pacific head of capital markets, supported by senior associate Mark Chan and associates Ambroise Ng and Nancy Mu. London partner Maggie Zhao was also involved.

Conyers Dill & Pearman has provided BVI advice to Hanrui Overseas Investment on its issuance of US$190 million 4.9 percent guaranteed bonds due 2019 (to be consolidated and form a single series with the US$300 million 4.9 percent guaranteed bonds due 2019) guaranteed by Hanrui International Investment, with the benefit of a keepwell and liquidity support deed dated June 28, 2016 made among the issuer, the guarantor, Jiangsu Hanrui Investment Holdings and The Bank of New York Mellon, and a deed of equity interest purchase undertaking dated June 28, 2016, each provided by the guarantor and Jiangsu Hanrui. Hong Kong partner Anna Chong, working alongside King & Wood Mallesons, led the transaction.

Conyers Dill & Pearman has also acted as special counsel in the Cayman Islands to Central China Real Estate and in BVI to the subsidiary guarantors of the company (Joy Ascend Holdings, Sino Joy Enterprises, Central China Real Estate Holdings, Proud Sky Investments, Leapup, Bumper Up and Artstar Investments) on the company’s issuance of US$200 million 6.75 percent senior notes due 2021. Hong Kong-listed Central China Real Estate is a Hong Kong-based investment holding company principally engaged in property businesses. Hong Kong partner Anna Chong, working alongside Sidley Austin, Li & Partners and Commerce & Finance Law Offices.

Cyril Amarchand Mangaldas has advised KNR Constructions and Patel Engineering on their agreement to sell their 100 percent stake in two special purpose vehicles, Patel KNR Infrastructures (PKI) and Patel KNR Heavy Infrastructures (PKHI) to Essel group company Express Way Developers. PKI and PKHI are operating annuity-based national highways awarded by the National Highways Authority of India on a build, operate and transfer basis. The total enterprise value of the projects is approximately Rs8.5 billion (US$124m). New Delhi partner Ajay Sawhney led the transaction, which was signed on November 12, 2016 and is expected to close by March 31, 2017.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Quess on its proposed purchase of the equity shares of Terrier Security Services (India), a private security services provider. Quess will acquire 49 percent of the shares from the existing shareholders of Terrier Security Services in the first tranche, followed by the purchase of 25 percent of the equity shares in the second tranche. Closing of the first tranche, subject to certain conditions precedent, is expected to be completed by December 15, 2016. Closing of the second tranche, subject to approval from the Foreign Investment Promotion Board, is expected to be completed in 2017. Bangalore corporate partners Arjun Lall and Arun Prabhu led the transaction which was signed on October 19, 2016. J Sagar Associates Bangalore advised the selling shareholders Captain S Ravi and KR Prabhu.

Drew & Napier is acting for Singapore-listed Innovalues on its S$331.4 million (US$232.4m) takeover by Precision Solutions, an investment fund advised and managed by private equity firm Northstar Advisers, to be effected by way of a scheme of arrangement under Section 210 of the Singapore Companies Act. Directors Steven Lo and Jon Nair are leading the transaction.

Hogan Lovells, together with Fujian Fidelity, has advised Mercedes Benz Auto Finance on its second securitisation of auto consumer credits. The deal (Silver Arrow China 2) value is approximately Rmb4.2 billion (US$609.5m). Partner Dietmar Helms led the transaction while Fidelity was led by partners Guiliang Lu and Zhiming Xu.

Howse Williams Bowers has acted as Hong Kong counsel for Alliance Capital Partners, the sole sponsor, and, together with Upbest Securities, as the joint global coordinator and joint book-runner, on the Hong Kong listing of Gemilang International. Gemilang is a major bus body manufacturer in Malaysia and Singapore, with its products sold in more than 10 markets, including Singapore, Malaysia, Australia, Hong Kong, China and India. Its products are mainly used by public and private bus transportation operators for their city buses and coaches. The shares commenced trading in Hong Kong on November 11, 2016. Partner Brian Ho led the transaction.

Khaitan & Co has advised the Bank of Baroda on a term loan facility of Rs3.65 billion (US$53.3m) extended to Lodha Crown Buildmart to part-finance the construction of a real estate project at Wadala, Mumbai, Maharashtra. Partner Kumar Saurabh Singh led the transaction.

Khaitan & Co has also acted as domestic counsel to the Government of India on the approximately US$325 million offer for sale through the stock exchange of 90 million equity shares of NBCC (India), representing 15 percent of its paid-up share capital held through the Ministry of Urban Development. Executive director Sudhir Bassi, partner Sharad Vaid and associate partner Madhur Kohli led the transaction.

Kirkland & Ellis is acting for Cofco Coca-Cola Beverages, a subsidiary of Hong Kong-listed China Foods and of state-owned Cofco, on its Rmb3.4 billion (US$493.7m) acquisition of equity interests in the bottling operations from The Coca-Cola Company and Swire Beverages Holdings, and on its sale through auction of its equity interests in the bottling operations in China at an aggregate reserve price of Rmb2.1 billion (US$305m). Signed on November 17, 2016, the tripartite definitive agreement for the acquisition aims to reshape Coca-Cola’s bottling operations in China. Closing of the deal will take place after necessary regulatory approvals are obtained and will result in a divide of the Coca-Cola’s bottling system in China between the two franchise partners — Cofco and Swire, each having larger bottling operations in China. China is Coca-Cola’s third-largest market by volume. After closing, the Coca-Cola beverages bottling group of Cofco will reach approximately 50 percent of the population in China. Hong Kong corporate partners Nicholas Norris and Joey Chau are leading the transaction.

Luthra & Luthra has advised direct-to-home (DTH) television operator Dish TV on its approved scheme of arrangement and execution of definitive agreements on the ‘all-stock’ merger of Videocon d2h into Dish TV. The combined entity, Dish TV Videocon, is expected to be a leading cable and satellite distribution platform in India and is estimated to be valued at about Rs170 billion (US$2.5b). India-listed Dish TV is Asia Pacific’s largest DTH company while Videocon d2h, whose American Depositary Receipts are listed on the Nasdaq, is India’s fastest growing DTH service provider. The merger remains subject to approvals, including from the SEBI, the stock exchanges, shareholders and creditors of both companies, the Competition Commission of India, the High Court of Bombay and the Ministry of Information and Broadcasting. Senior partner Mohit Saraf, supported by partners William Vivian John and Vaibhav Kakkar, led the transaction. Vd2h was advised by Shardul Amarchand Mangaldas & Co while Shearman & Sterling acted as international adviser to both Dish TV and Vd2h.

MinterEllison is acting as Australian counsel to Malaysian conglomerate Sime Darby on the sale and leaseback of a portfolio of industrial properties in Queensland and the Northern Territory for A$355.8 million (US$263m). The 20 properties are currently owned by its indirect wholly-owned subsidiaries Hastings Deering (Australia) and Austchrome. The transaction forms part of a broader reverse takeover of Singapore-listed Saizen Reit by Sime Darby Property Singapore (SDPS), an indirect wholly-owned subsidiary of Sime Darby. SDPS will also acquire a controlling stake in Japan Residential Assets Manager (JRAM), as manager of Saizen Reit. Perpetual (Asia) has been invited to become the incoming trustee of Saizen Reit. The parties have entered into an implementation agreement. Completion of the transaction is scheduled for early 2017, subject to various conditions, including regulatory and other approvals. Partners Tony Dhar (corporate and funds management), Adrian Rich (real estate) and David Moore (foreign investment advisory), supported by Melbourne partners David Inglis and Marcus Best, led the transaction while Allen & Gledhill acted as Singapore counsel. Wong Partnership and King & Wood Mallesons acted as Singapore and Australian counsel, respectively, to JRAM.

Paul Hastings has represented Samsung Electronics on its US$8 billion acquisition of Harman International Industries. Harman is the market leader in connected car solutions, with more than 30 million vehicles currently equipped with its connected car and audio systems. Through the acquisition, Samsung — a recognised industry leader in connected mobility, semiconductors, user experience and displays with global distribution channels — will add Harman’s experience designing and integrating sophisticated in-vehicle technologies and position itself to leverage Harman’s long-term relationships with most of the world’s largest automakers, creating significant growth opportunities for the combined business. The transaction is Samsung’s largest acquisition and is the largest Korean outbound M&A transaction. Carl Sanchez, chair of the global M&A practice, and Daniel Kim, head of the Korea corporate practice, supported by partners Matthew Berger, Nathalia Bernardo, Scott Flicker, Edward Han, Stephen Harris, Scott Hataway, Dong Chul Kim, Woojae Kim, Pierre Kirch, Tiffany Lee, Thomas Mounteer, Deyan Spiridonov and Peter Stone, led the transaction.

Paul Hastings has also advised Taikang Insurance Group on the acquisition of a 26.44 percent stake in Hong Kong-listed Harmonicare Medical Holdings, the largest private obstetrics and gynaecology specialty hospital group in China. Taikang is a leading innovative insurance and financial service group in China, with three core business lines covering insurance, asset management and health and elderly care. The acquisition is part of Taikang’s business strategy to expand in the healthcare and elderly care industries. Corporate partner Nan Li led the transaction.

Paul, Weiss is representing NorthStar Realty Finance on an agreement to sell a US$1 billion joint venture interest in its health care real estate portfolio to Taikang Insurance Group. Taikang, a leading Chinese insurer, will have a 19 percent interest following the transaction, which is valued at US$6.1 billion and is expected to close in the first quarter of 2017. Corporate partners Robert Schumer, Ellen Ching, Jeanette Chan and Bruce Gutenplan; tax partner Scott Sontag; real estate partners Harris Freidus and Salvatore Gogliormella; and litigation partner Moses Silverman are leading the transaction.

Paul, Weiss has also advised The Carlyle Group on the sale of its majority interest in Eastern Broadcasting Corporation (EBC), Taiwan’s largest television broadcaster, to Taiwan Optical Platform (TOP), a Taiwan-based telecommunications services provider. Carlyle first acquired an interest in EBC in 2006 and signed the sale and purchase agreement with TOP on October 14, 2016, with a consideration of approximately US$350 million. The deal is expected to close by early 2017. Corporate partner Jeanette Chan led the transaction.

Rajah & Tann Singapore has advised Zana China Fund on the disposal of its 100 percent equity interest in Leap Forward Holdings to Intermittent Glow and Elite Giant. Zana China Fund is managed by Zana Capital, a leading private equity firm, and is a fund focused on providing development capital to SMEs with business within China. Partner Danny Lim led the transaction.

Shearman & Sterling has advised OneLNG on the agreement to establish a joint venture with a wholly-owned subsidiary of Ophir Energy for the development, financing and operation of the Fortuna FLNG Project, offshore Equatorial Guinea. Upon a final investment decision being taken, OneLNG and Ophir will own 66.2 percent and 33.8 percent of the JV company, respectively, while the JV company will own Ophir’s share of the Block R licence and the Gandria FLNG vessel. A final investment decision is conditional upon debt financing and approvals by the shareholders of Ophir Energy and the government of Equatorial Guinea. A final investment decision for the Fortuna FLNG Project is expected to take place in the first half of 2017, with first gas anticipated in the first half of 2020. The expected total capital expenditure for the integrated project is approximately US$2 billion to reach first gas. Approximately US$1.2 billion is expected to be debt financed. OneLNG is a JV to rapidly develop natural gas reserves to LNG. Project development and finance partners Anthony Patten (Singapore) and Iain Elder (London) and M&A partner Matthew Powell (Abu-Dhabi) led the transaction.

Shearman & Sterling is also advising Golar Power on the development of the Porto de Sergipe LNG-to-Power Project in Brazil. Golar Power made a positive final investment decision on the project on October 17, 2016. As a result, the project company (Celse) has entered into a lump sum turn-key EPC agreement with General Electric to build, maintain and operate a 1.5GW combined cycle power plant; an agreement to charter the (LNG FSRU) Golar Nanook for 25 years, a new-build floating storage and regasification unit expected to be delivered in November 2017; and a long-term LNG sale and purchase agreement with Ocean LNG (a joint venture between Qatar Petroleum and ExxonMobil). Golar Power has also increased its participating interest in Celse from 25 percent to 50 percent. Ocean LNG will supply 1.3Mtpa of LNG to Celse, on a delivered ex-ship basis, with shipments scheduled to begin in 2020. Upon completion, the 1.5GW combined cycle power plant will be the largest thermal power station in South America. Golar Power is a 50/50 joint venture between Golar LNG and Stonepeak Infrastructure Partners to develop, own and operate integrated LNG-based transportation and downstream solutions. Project development and finance partners Anthony Patten (Singapore) and Iain Elder (London) and M&A partner Matthew Powell (Abu-Dhabi) led the transaction.

Simpson Thacher has represented Doosan Bobcat on its IPO of approximately 30 million shares of its common stock. The offering raised W901 billion (US$765.5m) in gross proceeds for the selling stockholders, which consisted of a group of Korean financial investors. Doosan Bobcat’s common shares were offered by the selling shareholders as a registered IPO in Korea and in reliance on exemptions under the US Securities Act of 1933, as amended, including Rule 144A and Regulation S, outside Korea. JP Morgan Securities and Korea Investment & Securities acted as global coordinators and joint bookrunners while Credit Suisse Securities, Hanhwa Investment & Securities, HSBC and Shinyoung Securities acted as joint bookrunners. Partner Youngjin Sohn led the transaction.

Skadden is representing a consortium on its non-binding proposal to Nasdaq-listed SciClone Pharmaceuticals’ Board of Directors to acquire SciClone shares that the consortium does not already own. Partners Daniel Dusek, Jon Christianson, Peter Huang, David Kitchen, Bradley Klein, Sean Shimamoto, Jose Esteves, Edward Micheletti and Joseph Yaffe are leading the transaction.

Troutman Sanders is advising Fullshare Holdings on its acquisition of all of the issued shares of China High Speed Transmission Equipment Group. The transaction involves approximately 1.6 billion shares, with Fullshare and the parties acting in concert with it holding approximately 148.6 million shares. On the basis of the ascribed value of HK$11 (US$1.42) per share and assuming that there will be no change in the number of the shares in issue prior to the closing date, the offer is valued at approximately HK$16.35 billion (US$2.1b). Partner Rossana Chu is leading the transaction.

WongPartnership has acted for Canada Pension Plan Investment Board on its US$375 million investment representing a 25 percent stake in Raffles City China Investment Partners III, a fund which will invest in prime integrated developments in gateway cities in China, with a fund size of US$1.5 billion, CapitaLand’s largest private capital-raising. Partner Felicia Marie Ng led the transaction.

WongPartnership is also acting for City Developments, through its wholly-owned subsidiary Sunmaster Holdings, on the divestment of its entire interest in Summervale Properties, which owns the Nouvel 18 luxury condominium through a third profit participation securities scheme for S$977.6 million (US$685.8m). Partners Susan Wong, Hui Choon Yuen, Monica Yip, Low Kah Keong, Goh Gin Nee, Tan Li Wen and Bonnie Wong are leading the transaction.