Deals – November 25, 2015

Allens has also advised Programmed Maintenance Services Ltd (PMSL) and its subsidiaries in respect of the refinancing of debt funding in connection with PMSL’s acquisition, under a scheme of arrangement, of the SKILLED Group. The refinancing involved PMSL entering into a A$600 million (US$432.4m) syndicated facility agreement and a NZ$10 million (US$6.52m) bilateral facility agreement. Westpac is the mandated lead arranger underwriter and book-runner, agent and security trustee. Both PMSL and SKILLED are involved in labour hire and workforce services in Australia and abroad. The combined entity will be one of the biggest employers in Australia and will likely become an ASX 200 company. Partner Ben Farnsworth led the transaction.

AZB & Partners is advising FIH Mauritius Investments Ltd and FIH Private Investments Ltd (Fairfax) in respect of its acquisition of approximately 45 percent of equity from the promoters of Adi Finechem Ltd. Further, in accordance with the requirements under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, Fairfax has made an open offer to Adi Finechem shareholders to acquire up to 26 percent of the share capital of the company. The 45 percent share capital of the company is valued at INR1.3 billion (US$19.6m) whilst the 26 percent share capital, assuming full acceptance of the open offer, is valued at INR760 million (US$11.45m). Partners Ashwin Ramanathan and Bhavi Sanghvi are leading the transaction which was signed on 4 November 2015 and is yet to be completed.

Clayton Utz has represented Northern Territory (NT) Government in respect of closing the first stage of the landmark A$800 million (US$577.5m) North East Gas Interconnector (NEGI) project. The NT government announced last week that it had selected Jemena Northern Gas Pipeline Pty Ltd to construct and operate the 622 kilometre NEGI pipeline which will run between Tennant Creek in the NT and Mount Isa in Queensland, delivering gas from the NT to eastern gas markets. Sydney construction and major projects partner Owen Hayford, supported by Darwin partner Margie Michaels and Brisbane partner Andrew Smith, led the transaction.

Cyril Amarchand Mangaldas is advising Premji Invest in respect of its acquisition of a stake in the equity share capital of ICICI Prudential Life Insurance Company Ltd by way of a secondary purchase from ICICI Bank. The transaction values ICICI Prudential Life Insurance Company Ltd at INR32,500 crores (US$4.9b). Bangalore partner Arjun Lall is leading the transaction which was signed on 16 November 2015 and is expected to close shortly.

Cyril Amarchand Mangaldas is also advising Religare Securities Ltd and RGAM Investment Advisers Private Ltd in respect of the sale of their combined 51 percent stake in Religare Invesco Asset Management Company Private Ltd (AMC) and Religare Invesco Trustee Company Private Ltd, the asset management company and trustee company of the Religare Invesco Mutual Fund (Religare Invesco MF), to Invesco Hong Kong Ltd (Invesco), an existing 49 percent shareholder in AMC and Religare Invesco Trustee and co-sponsor of Religare Invesco MF. The deal is subject to approvals from SEBI (Mutual Fund and Portfolio Division) and the Competition Commission of India. Pursuant to completion, Invesco will own 100 percent of the shareholding of AMC and Religare Invesco Trustee and will be the sole sponsor of the Religare Invesco MF. Corporate partners Ashwath Rau and Anu Tiwari, supported by competition law partner Nisha Kaur Uberoi, led the transaction which was signed on 18 November 2015 and is yet to be completed. AZB & Partners, led by partners Bhavi Sanghvi and Rushabh Maniar, is advising Invesco Hong Kong Ltd.

Drew & Napier has acted as Singapore counsel for The Trendlines Group Ltd in respect of its IPO of 75.76 million placement shares on the Catalist of the SGX-ST. The first Israeli incubator organisation to be listed on the Catalist of the SGX-ST, Trendlines discovers, invests in, incubates and provides services to life sciences companies in the fields of medical and agricultural technologies. The shares priced at S$0.33 (US$0.233) each, raising a total anticipated amount of S$25 million (US$17.68m), subject to market conditions. PrimePartners Corporate Finance Pte Ltd acted as sponsor, issue manager and placement agent. Directors Sin Boon Ann and Grace Lai led the transaction whilst Shibolet & Co and Gordon Feinblatt advised on Israeli law and Maryland law, respectively. Herzog, Fox & Neeman advised PrimePartners on Israeli law.

J Sagar Associates has acted for GI Technology Private Ltd (GITP) and its promoters in respect of a primary investment by Wirecard Acquiring & Issuing GmbH in GITP. GITP is engaged in payment systems and solutions, pre–paid payment instruments, third party payment gateways, technology-based support and secure automated, two-way data transfer hosting solutions. Partner Vikram Raghani led the transaction. Wirecard was advised by BTG-Legal India and Osborne Clarke.

Khaitan & Co has advised the book-running lead managers in respect of the approximately US$77 million IPO of S H Kelkar and Company Ltd, the largest fragrance producer in the country. S H Kelkar is one of India’s largest fragrance and flavor companies by revenue with exports of fragrance products to over 52 countries. Executive Director Sudhir Bassi and partner Abhimanyu Bhattacharya led the transaction.

Khaitan & Co has also advised Avendus Capital Private Ltd, group companies and the three promoters, namely Ranu Vohra, Kaushal Aggarwal and Gaurav Deepak, in respect of the approximately US$115 million acquisition by Kohlberg Kravis Roberts & Co (KKR) of 72 percent stake in Avendus in tranches (first tranche being 62.2 percent) by way of primary acquisition and secondary transfer. The secondary acquisition constitutes the entire shareholding of Eastgate GEM’s SPV4-S and Americorp Ventures Ltd, part shareholding of the promoters, and shareholding from certain other minority shareholders. Avendus is a leading financial services firm which provides customized solutions in the areas of financial advisory and wealth management. Partners Haigreve Khaitan and Niren Patel, supported by executive director Daksha Baxi and partners Siddharth Shah, Arindam Ghosh and Sanjay Sanghvi, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Dali Foods Group Company Ltd, a Cayman Islands company, in respect of its IPO and listing of approximately 1.7 billion shares on the HKSE. The shares were offered at HK$5.25 (US$0.68) each and the listing raised approximately HK$8.9 billion (US$1.15b). Dali Foods is a leading branded snack food and beverage company in China with a diversified multi-brand product portfolio focusing on high-growth product categories. Partner Greg Knowles led the transaction whilst Cleary Gottlieb Steen & Hamilton acted as Hong Kong and US counsel. Shearman & Sterling acted for Merrill Lynch International and Morgan Stanley Asia Ltd as the joint lead managers.

Norton Rose Fulbright has advised Australian Executor Trustees as trustee in respect of an offer of capital notes by Macquarie Group Ltd (MCN2). This latest hybrid offer by Macquarie is expected to raise around A$400 million (US$288.3m). The transaction highlights Australian Executor Trustees’ leading position in the Australian market as a provider of note trustee services for regulated issues. Partner Tessa Hoser and special counsel James Morris led the transaction.

Shearman & Sterling has advised Citigroup Global Markets Asia Ltd, Citigroup Global Markets Ltd, CITIC CLSA Capital Markets Ltd and CLSA Ltd as joint global sponsors, joint global coordinators and joint lead managers in respect of the US$88 million H share IPO of Wenzhou Kangning Hospital Co Ltd on the Main Board of the HKSE. Following the success of Hong Kong’s first-ever PRC specialty hospital group IPO of Harmonicare Medical Holdings in July 2015 where the firm advised the issuer, the completion of Wenzhou Kangning Hospital’s primary listing marks the second such PRC specialty hospital group listed on the HKSE. Wenzhou Kangning Hospital is the largest private psychiatric healthcare group in China with nine healthcare facilities in operation, including the only privately-owned Grade A Class III psychiatric specialty hospital in China. Hong Kong capital markets partner Colin Law, US capital markets partners Kyungwon Lee and Alan Yeung, and Menlo Park tax partner Laurence Crouch led the transaction.

Shearman & Sterling has also advised Bank of America Merrill Lynch and Morgan Stanley as joint sponsors, joint global coordinators, joint book-runners and joint lead managers in respect of the approximately US$1.15 billion IPO (before the exercise of the over-allotment option) of Dali Foods Group Company Ltd on the Main Board of the HKSE. The transaction marks the first Chinese food and beverage company to list in Hong Kong in 2015 and is also reportedly the largest offering year to date for Chinese privately-owned enterprise in 2015. Dali Foods is a leading branded snack food and beverage company in China with a diversified multi-brand product portfolio focusing on high-growth product categories. Partners Paloma Wang, Colin Law and Alan Yeung led the transaction.

Skadden has represented 3SBio Inc in respect of agreements pursuant to which it will acquire Shanghai CP Guojian Pharmaceutical for approximately US$214 million, enabling it to significantly expand its portfolio of biopharmaceutical products. The transaction follows the firm’s representation of 3SBio on its highly successful June 2015 Hong Kong IPO that raised approximately US$818 million. Partners Peter Huang and Chris Betts led the transaction which was announced on 20 November 2015.

Rajah & Tann has advised Abacus Pacific NV, the controlling shareholder of Jacks International Ltd, in respect of the sale of approximately 19.8 million ordinary shares representing approximately 66.08 percent of the total issued shares in the capital of Jacks to Creative Elite Holdings Ltd for a cash consideration of S$0.80 (US$0.566) per share. The deal value is approximately S$16 million (US$11.3m). On completion of the sale, Canaccord Genuity Singapore Pte Ltd announced, for and on behalf of Creative Elite, a mandatory unconditional cash offer for all the shares that are not already owned, controlled or agreed to be acquired by Creative Elite and parties acting in concert with it. Abacus’ ultimate holding company is Johan Holdings Berhad, which is listed on Bursa Malaysia Securities Berhad. Partners Lawrence Tan and Bernia Tan led the transaction which was completed on 6 October 2015.

Rajah & Tann has also acted for Jacks International Ltd in respect of the mandatory unconditional cash offer by Canaccord Genuity Singapore Pte Ltd, for and on behalf of Creative Elite Holdings Ltd, for all issued ordinary shares (excluding treasury shares) in the capital of Jacks that are not already owned, controlled or agreed to be acquired by Creative Elite and parties acting in concert with it. The offer is made as a result of Creative Elite’s acquisition of approximately 19.8 million shares, representing approximately 66.08 percent of the total issued shares, from Abacus Pacific NV for a cash consideration of S$0.80 (US$0.566) per share pursuant to an unconditional sale and purchase agreement between Creative Elite and Abacus. Based on the offer price of S$0.80 (US$0.566) per share, the offer values Jacks at approximately S$24 million (US$17m). SGX-ST Main Board-listed Jacks is primarily engaged in the distribution and retail of health foods and supplements in Singapore and Brunei. Its ultimate holding company is Johan Holdings Berhad, which is listed on Bursa Malaysia Securities Berhad. Partners Lawrence Tan and Bernia Tan led the transaction which was completed on 18 November 2015.

Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has advised Media Prima Berhad (MPB) in respect of its acquisition, through its subsidiary Synchrosound Studio Sdn Bhd, of 100 percent of the shares in Copyright Laureate Sdn Bhd which operates Ultra FM and Pi Mai FM radio broadcasting stations. MPB currently operates three radio stations, namely Hot.fm, Fly.fm and One.fm. Partner Munir Abdul Aziz led the transaction.

WongPartnership is acting for CB Medical Holdings Ltd (CBMHL), an indirectly-owned subsidiary of Beijing CITIC Investment Centre (Ltd Partnership), in respect of the proposed S$1.1 billion (US$777.4m) acquisition of Biosensors International Group Ltd via an amalgamation. Pursuant to the terms of the amalgamation, all the Biosensors shares held by Biosensors shareholders will be cancelled in exchange for the right to receive either S$0.84 (US$0.59) in cash per Biosensors share or one share in a holding company of CBMHL. Partners Andrew Ang, Audrey Chng, Christy Lim and Felix Lee are leading the transaction.

WongPartnership has also acted for Perennial Real Estate Holdings Ltd in respect of its offer of S$300 million (US$212m) 3-year 4.65 percent bonds due 2018 to the public in Singapore and institutional and other investors. DBS Bank Ltd is the sole lead manager and book-runner for the offer. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.