Allen & Gledhill has acted as transaction counsel to Frasers Logistics & Industrial Asset Management (FLAM), as manager of Frasers Logistics & Industrial Trust (FLT), on the €316.2 million (US$358m) acquisition of 21 industrial properties, 17 of which are in Germany and four in the Netherlands. FLT will acquire the properties through the acquisition of all the issued shares of FPE Logistics, which directly or indirectly owns equity interests in holding companies that hold the properties. The firm also advised FLAM on the approximately S$476 million (US$346m) equity fund-raising to partially fund the purchase, with the proceeds from a private placement to institutional and other investors, and a non-renounceable preferential offering of new FLT units to existing FLT unitholders, on a pro rata basis. Deputy managing partner Jerry Koh and partner Long Pee Hua led the firm’s team in the transaction.
Allen & Gledhill has also advised Clifford Capital on the issue of US$300 million 3.423 percent notes due 2021, under its US$1.35 billion euro medium-term-note programme, guaranteed by the Government of Singapore. Partners Yeo Wico, Jeanne Ong and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners is advising Dr. Reddy’s Laboratories on the acquisition by Therapiva of the manufacturing unit of Dr. Reddy’s Laboratories in Hyderabad. Partner Raman Sharma and Gautam Varma are leading the firm’s team in the transaction, which was signed on October 15, 2018 and is yet to be completed.
AZB & Partners is also advising Visa International Service Association on its acquisition of a more than ten percent minority stake in Indiaideas.com (BillDesk). Partners Ashwath Rau, Anu Tiwari, Aditya Singh Chandel, Akansha Agarwal, Samir Gandhi and Rahul Rai are leading the firm’s team in the transaction, which was signed on November 16, 2018 and is yet to be completed.
Baker McKenzie has advised the State Enterprise Policy Office, the Ministry of Finance (Thailand) and fund managers Krungthai Asset Management and MFC Asset Management on the establishment and IPO of the Bt45.7 billion (US$1.4b) investment units in Thailand Future Fund. The offering of units in the new fund, which began trading in Thailand on October 31, 2018, is the country’s largest IPO since 2015. Bangkok partners professor Kitipong Urapeepatanapong, Komkrit Kietduriyakul and Theppachol Kosol and principal Ashok Lalwani from Singapore member firm Baker McKenzie Wong & Leow, supported by Bangkok partner Kowit Adireksombat and Singapore principal Kyle Pilkington, led their respective firm’s team in the transaction.
Dechert has advised Fortune Group Holdings, wholly-owned by Chatchaval Jiaravanon, on the US$150 million purchase of Fortune media brand from Meredith Corporation. The acquisition is subject to regulatory approvals and customary purchase price adjustments, and is expected to close in 2018. Chatchaval will own Fortune as a personal private investment, independent of his family’s business, the Charoen Pokphand Group. He plans to increase investments in Fortune’s digital capabilities and looks to expand the brand, as part of a strategy to become the premium business content provider worldwide. Hong Kong corporate partner David Cho and national partner Yang Wang, supported by partners Thomas Johnson II (labor-Philadelphia), Clemens York (antitrust/competition-Frankfurt), Joshua Rawson (intellectual property-New York) and Joshua Milgrim (tax-New York), led the firm’s team in the transaction.
J Sagar Associates has represented Sasan Power before the Appellate Tribunal for Electricity on proceedings challenging an order of the Central Electricity Regulatory Commission (CERC) declining relief on account of change in law during construction period. CERC rejected Sasan’s prayer for devising suitable compensatory mechanism on account of unworkability of the compensation formula under the Power Purchase Agreement (PPA), as well as for recovery of increase in cost of certain change in law events. The tribunal decided in favour of Sasan Power, partly setting aside CERC’s order restricting the compensation for construction period claims to the formula prescribed in the PPA. The tribunal held that, admittedly, the formula has been rendered unworkable, and that this is a fit case for exercise of regulatory power by CERC to devise a formula to appropriately compensate Sasan for the increase in capital cost, in line with the primary objective of restitution to the same economic position. The tribunal has also allowed claims pertaining to increase in cost of water intake system and imposition of customs duty on mining equipment. Senior partner Amit Kapur and partner Vishrov Mukerjee led the firm’s team in representing the client.
J Sagar Associates has also advised Hyundai Motor India on an appeal before the Supreme Court, challenging an interim order passed by the National Company Law Appellate Tribunal (NCLAT). The matter relates to an order passed by the Competition Commission of India (CCI) penalising 17 car manufactures for restricting supply of genuine spare parts in India. CCI imposed an approximately Rs4.2 billion penalty on Hyundai, and other onerous behavioural directions. Hyundai appealed before the NCLAT, seeking a stay on the CCI order. The NCLAT refused to grant a complete stay on the CCI order, and directed Hyundai to deposit 10 percent of the penalty imposed and to comply with the CCI directions immediately. Hyundai approached the Supreme Court, citing that CCI’s penalty is erroneously computed and that the CCI directions are vague, impractical, irreversible in nature and, most importantly, jeopardise consumer safety. It was also highlighted to that, in 2017, the Supreme Court stayed the CCI directions relating to Ford, Nissan and Toyota in a connected matter. The Supreme Court granted a complete stay on the CCI order, which also stayed the NCLAT order. Partners Amitabh Kumar and Vaibhav Choukse led the firm’s team in representing the client.
K Law has assisted Axilor Ventures in conducting due diligence and preparing the transaction document on its approximately Rs30 million (US$423,777) acquisition of Nehat Tech Solutions. Partner Shwetambari Rao led the transaction, which was completed on October 19, 2018.
K Law has also advised Axilor Ventures on the Rs46.3 million (US$654,028) sale of assets and transfer of about 225 employees of Aptean India to an Indian SPV created under the Sapphire group. Associate partner Chandan Kini led the firm’s team in the transaction, which was completed on October 26, 2018. Kirkland & Ellis acted as lead counsel for Aptean and its investors.
Khaitan & Co has advised JSW Steel on the Rs1.09 billion (US$15.4m) acquisition, by way of secondary purchase of shares equity, of an approximately 60 percent controlling stake of Dolvi Minerals and Metals from existing shareholders Axis Bank, Standard Chartered Private Equity (Mauritius) II, Enam Shares and Securities, Vinamra Consultancy and Deepak Bhatt. As the flagship company of the JSW Group, JSW Steel is one of India’s leading integrated steel manufacturers with a capacity of 18 MTPA and is one of the fastest growing companies in India with a footprint in over 140 countries. Dolvi Minerals and Metals acts as traders, whole-sellers and retailers in all forms of metallic and non-metallic minerals. Partner Ashraya Rao, supported by director Vinita Krishnan, led the firm’s team in the transaction.
Khaitan & Co has also acted as domestic counsel to the Government of India on the offer for sale, through the stock exchange, of Coal India’s equity shares held by the President of India, acting through the Ministry of Coal, for approximately US$724.5 million. Partner Madhur Kohli led the firm’s team in the transaction.
King & Wood Mallesons has advised Vobile Group on the acquisition of assets from IP-Echelon, an Australian premium provider of data analytics with a focus on data analytics technology development and applications in content protection services. Singapore-listed Vobile Group is a leading online video content protection service provider, principally providing software-as-a-service solutions to the world’s largest film studios, TV networks and other content owners and online video distribution sites. Hong Kong partner Anthony Wan and Australia partners Will Heath and Kai-Chen Lamb, led the firm’s team in the transaction.
L&L has advised the ING Group Netherlands on its sell-down of shareholding in Kotak Mahindra Bank. Valued at approximately US$201.4 million, the transaction was undertaken through the block window of the National Stock Exchange, and saw participation from investors, such as the Government of Singapore, Nomura and Aberdeen Asset Management. Partner Manan Lahoty led the firm’s team in the transaction.
Majmudar & Partners has acted as Indian counsel to Chart Industries, a leading manufacturer of highly engineered cryogenic equipment used in the liquid gas supply chain, on its acquisition of VRV Asia Pacific. This transaction is a part of Chart’s global acquisition of VRV and its subsidiaries, valued at US$143 million. Partner Rukshad Davar, M&A and competition practices head, led the firm’s team in the transaction, while Winston & Strawn and NCTM served as US and Italian counsel, respectively. Shearman & Sterling and Shardul Amarchand Mangaldas & Co represented VRV.
Majmudar & Partners has also acted as Indian counsel to Intertape Polymer Group, a leading listed manufacturer of packaging products and machinery, on its acquisition of a 26 percent ownership stake in Powerband Industries from the Desai Family at an enterprise value of US$40 million. Pursuant to this transaction, Powerband becomes a wholly-owned subsidiary of Intertape Polymer Group. Powerband is a global supplier of acrylic adhesive-based carton sealing tapes and stretch films. Partner Rukshad Davar, M&A and competition practices head, also led the firm’s team in the transaction, while Pillsbury Winthrop Shaw Pittman acted as US counsel. Wadia Ghandy & Co represented the Desai Family.
Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to Baidu on its issue of US$600 million notes due 2024 and US$400 million notes due 2028, which closed on November 14, 2018. The notes are listed in Singapore. Partner Derrick Kan led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and Han Kun Law Offices acted as US and China counsel, respectively. Davis Polk & Wardwell and Jingtian & Gongcheng acted as US and China counsel, respectively, to Goldman Sachs (Asia) and JP Morgan Securities as the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to Advent International on its carve-out acquisition of the mattress manufacturing business of Serta in China, Hong Kong and Macau from Hong Kong-based conglomerate Airland Holding, and the subsequent partnership between Serta China and King Koil China. Serta Simmons Bedding is the largest distributor and manufacturer of mattresses in the US. King Koil China is a principal player in the premium mattress market in China. Partners Matt Roberts and Dan Beckett led the firm’s team in the transaction, which closed on November 23, 2018, while Ropes & Gray acted as Hong Kong and US legal counsel.
Rajah & Tann Singapore has acted for OUE Lippo Healthcare (OUELH) and OUE on OUELH’s acquisition of 10.63 percent of the total units in First Real Estate Investment Trust (First Reit), OUE and OUELH’s acquisition of 100 percent of the total shares in First Reit manager Bowsprit Capital, and the renounceable underwritten rights issue by OUELH to raise up to approximately S$150 million (US$109m) to fund the acquisitions. The aggregate consideration for the acquisitions by OUE and OUELH was S$201.6 million (US$146.6m). Partners Sandy Foo, Danny Lim and Penelope Loh led the firm’s team in the transaction.
S&R Associates has represented Aavishkaar Venture Management Services, holding company of the Aavishkaar-Intellecap group, on a Rs2.25 billion (US$31.8m) investment by Teachers Insurance and Annuity Association of America. Partner Viral Mehta led the firm’s team in the transaction.
S&R Associates has also represented Citigroup, as financial adviser to the board of directors of Monsanto India, on its proposed merger into Bayer CropScience. Partners Sandip Bhagat and Sudip Mahapatra led the firm’s team in the transaction.
Sullivan & Cromwell is representing Bank of America subsidiary Merrill Lynch (Asia Pacific), as financial adviser to Sapura Energy (Malaysia), on its subscription agreement and a shareholders’ agreement to form a strategic partnership with OMV (Austria), under which OMV Exploration and Production (Austria), a wholly-owned subsidiary of OMV, will buy a 50 percent stake of the enlarged issued share capital in a newly-formed joint venture company, SEB Upstream (SUP), based on an enterprise value of up to US$1.6 billion, comprising an equity value of up to US$1.25 billion and debt of US$350 million. OMV will pay US$540 million for 50 percent interest in SUP, and the parties agreed to an additional consideration of up to US$85 million, based on certain occurrences. New York corporate partner Stephen Kotran is leading the firm’s team in the transaction, which was announced on November 9, 2018.
Weil has represented SoftBank Vision Fund on its US$2 billion investment in Coupang, Korea’s top online retailer. The latest investment follows the US$1 billion that SoftBank invested in Coupang in 2015, and values the eight-year-old startup at around US$9 billion. Coupang has since grown rapidly to become the biggest player in South Korea’s e-commerce market. It clocked US$2.4 billion in revenue last year, with its online sales almost as much as the next three largest e-commerce sites in the country combined. However, it has also suffered large losses, totaling W1.9 trillion (US$1.7b) over the past five years, as it poured money into building new technology and its logistics infrastructure. China managing partner Charles Ching and Hong Kong corporate M&A partner Chris Welty led the firm’s team in the transaction.
WongPartnership is acting for United Overseas Bank on the strategic alliance with Grab to deliver financial services to Grab’s Asean-wide user base. Partners Lam Chung Nian, Kyle Lee, Kylie Peh and Chan Jia Hui led the firm’s team in the transaction.
