Deals – November 3, 2015

Baker & McKenzie has acted as regulatory counsel advising AXA in respect of the disposal of its pension business in Hong Kong and the regulatory approval process. AXA and Principal Financial Group entered into an agreement for the sale of AXA’s Mandatory Provident Fund (MPF) and Occupational Retirement Schemes Ordinance (ORSO) businesses in Hong Kong. AXA and Principal also entered into a 15-year exclusive distribution agreement under which AXA will distribute the MPF and ORSO schemes through AXA’s proprietary networks in Hong Kong. AXA Group is a worldwide leader in insurance and asset management, with 161,000 employees serving 103 million clients in 59 countries. Hong Kong partner and head of the insurance practice Martin Tam led the transaction.

Conyers Dill & Pearman is providing Cayman advice to Youku Todou Inc, China’s leading Internet television company, in respect of Alibaba Group Holding Ltd’s proposed acquisition of all outstanding shares of Youku Toudou by way of a “going-private” merger. Hong Kong partner David Lamb is leading the transaction.

Conyers Dill & Pearman has also provided Cayman advice to Dorsett Hospitality International Ltd in respect of its privatization by way of a scheme of arrangement between the company and its scheme shareholders pursuant to a bid by Far East Consortium International Ltd which valued Dorsett at about US$220 million and its delisting from the HKSE. Partner and head of Hong Kong office Christopher Bickley led the transaction.

Davis Polk has advised Meituan Corp in respect of its strategic cooperation with DianPing Holdings Ltd, through which they jointly established a new holding company that is expected to be a market leader in China’s O2O (online-to-offline) market. Headquartered in Beijing, Meituan is a leader in China’s O2O market that focuses on providing O2O booking services ranging from restaurants to movie tickets to other leisure deals. DianPing is based in Shanghai and specializes in providing restaurant review, rating and booking services. Beijing partner Li He led the transaction.

Kirkland & Ellis has represented 22 investment banks in respect of the US$2.3 billion global offering and listing on the HKSE of China Huarong Asset Management Co Ltd, the largest financial asset management company in China. The firm’s clients included HSBC, Goldman Sachs, CCB International, Credit Suisse, ICBC International, China International Capital Corp, Citi and Merrill Lynch as joint global coordinators and joint book-runners, as well as Huarong International, BOCI Asia, CMB International, GF Securities, China Merchants Securities, DBS Asia, BOCOM International, ABCI Capital, Deutsche Bank, Jefferies, Nomura, Morgan Stanley, CLSA and China Securities (International) as the other joint book-runners. The listing took place on 30 October 2015. Hong Kong corporate partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Peng Qi, assisted by Hong Kong corporate partner Shawn Tai and Beijing corporate partner Steve Lin, led the transaction.

Kirkland & Ellis is also advising NYSE-listed Vipshop Holdings Ltd, China’s leading discount online retailer for brands, as a cornerstone investor in respect of its €30 million (US$33m) investment in the IPO of French online fashion retailer Showroomprive.com on Euronext Paris. Hong Kong corporate partner Frank Sun, assisted by Hong Kong corporate partner Joey Chau, is leading the transaction.

Latham & Watkins has advised Kono Insurance Ltd’s shareholders in respect of the sale of Kono’s entire issued share capital to Zurich General Insurance business in Hong Kong. An authorised general business insurer in Hong Kong, Kono is a multi-line general business insurance player, underwriting most classes of general business insurance, with a particular focus on construction and engineering related insurance. The acquisition will enable Zurich to build upon the strength of its existing proposition offering in Hong Kong by adding Kono’s expertise in construction and engineering related insurance. Kono will become a wholly-owned subsidiary of Zurich, subject to regulatory approval. Partners Cathy Yeung and William Woo led the transaction.

Mayer Brown JSM has advised in respect of the recent spin-off of China Overseas Property Holdings Ltd from its parent, China Overseas Land & Investment Ltd. The firm also advised on China Overseas Property’s separate listing on the HKSE, which began trading on 23 October 2015. China Overseas Property, one of China’s leading property management companies, is now China Overseas’ fifth Hong Kong-listed entity following the spin-off. Corporate & securities partner Jeckle Chiu led the transaction.

Morrison & Foerster has advised Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities in China, Japan and Brazil, in respect of the syndication of 45 percent of its interests in GLP US Income Partners I. The syndication to two leading global institutional investors from Asia and one from North America closed on 26 October 2015. Earlier this year, the firm advised GLP on its co-investment with an affiliate of Singapore sovereign wealth fund GIC Pte Ltd in the acquisition from the Blackstone Group of one of the largest real estate portfolios in the US which has been injected into GLP US Income Partners I. The transaction, valued at US$8.1 billion, marked GLP’s first foray into the US market. Singapore corporate partners Eric Piesner and Shirin Tang and Washington DC corporate partner David Slotkin, supported by San Francisco corporate partner Ken Muller, New York tax partner Michelle Jewett, Washington DC finance partner Nicholas Spiliotes and Los Angeles real estate and finance partners Marc Young and Tom Fileti, led the transaction.

Morrison & Foerster is also advising Global Logistic Properties Ltd (GLP) in respect of the acquisition of a US$4.55 billion US logistics portfolio from Industrial Income Trust and on the expansion of its US$2.2 billion joint venture in Japan with the Canada Pension Plan Investment Board, the formation of a US$1.1 billion fund in Brazil, GLP Brazil Income Partners II (GLP BIP II) and the acquisition of the portfolio of assets being injected into GLP BIP II.

Norton Rose Fulbright has advised ING Bank NV and Sumitomo Mitsui Banking Corp (SMBC) in respect of an approximately US$1.26 billion loan to Tartaruga MV29 BV (TARMV29). TARMV29 is incorporated in the Netherlands; each of MODEC Inc, Mitsui & Co Ltd, Mitsui OSK Lines Ltd and Marubeni Corp has an equity stake. The loan, provided as project financing, will support a project in which a long-term Floating Production Storage and Offloading (FPSO) chartering service to be offered by TARMV29 to Brazilian state-owned oil company Petróleo Brasileiro SA (Petrobras) for 20 years. MODEC will build an FPSO unit with the capacity to produce up to 150,000 barrels of crude oil and 176 million cubic feet of gas per day and store about 1.6 million barrels of crude oil. The FPSO is expected to be moored in the Tartaruga Verde and Tartaruga Mestica oil fields, offshore Brazil in waters 765 metres deep during the fourth quarter of 2017. It is the ninth FPSO chartered to Petrobras by MODEC. The syndicate of lenders includes ING and SMBC as coordinating banks and Mizuho Bank Ltd, Overseas-Chinese Banking Corp Ltd, Clifford Capital Pte Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, DVB Bank SE, Natixis, Sociètè Gènèrale, Mitsubishi UFJ Trust and Banking Corp, Sumitomo Mitsui Trust Bank Ltd and Crèdit Industriel et Commercial as co-financers. The portion of the loan provided by the syndicate is around US$1.01 billion and an additional US$252 million was provided by the Japan Bank for International Cooperation (JBIC), the Japanese export credit agency. Tokyo partner Adrian Joyce, supported by partner Jeremy Gibb, Amsterdam partner Wouter Hertzberger, Singapore partner Wilson Ang and London partner Nigel Dickinson, led the transaction.

Rajah & Tann has acted for CITIC Ltd and its affiliates and CKM (Cayman) Company Ltd in respect of the approximately S$1.9 billion (US$1.36b) voluntary conditional offer by CKM for United Envirotech Ltd. CKM is a consortium vehicle between CITIC and Kohlberg Kravis Roberts & Co LP (KKR). The CITIC group is the largest conglomerate in the PRC and its businesses include financial services, resources and energy, manufacturing, real estate and infrastructure and engineering contracting. KKR is a leading global investment firm that manages investments across multiple asset classes, including private equity, energy, infrastructure, real estate, credit and hedge funds. United Envirotech (now known as CITIC Envirotech Ltd) is listed on the Main Board of the SGX-ST and is a leading membrane-based water and wastewater treatment and recycling solutions provider with businesses mainly in the PRC’s chemical, petrochemical and industrial park sectors. Capital Markets / M&A partners Danny Lim and Bernia Tan led the transaction.

Rajah & Tann is also acting for two Singaporean entities EHPL and its wholly-owned subsidiary EPL in respect of an investment dispute involving a total of seven defendants, including an Australian entity, two Malaysian entities and one of their own former directors. The dispute involves breaches of contract law and fiduciary duties, as well as issues of patent law. It spans multiple jurisdictions, including Australia, India, Malaysia and Singapore. Related proceedings have also been commenced in the UK and India. Partner Francis Xavier SC is leading the transaction.

Skadden has advised Ctrip.com International Ltd in respect of a share exchange transaction with Baidu Inc, pursuant to which Baidu has exchanged shares of Qunar Cayman Islands Ltd for newly-issued ordinary shares of Ctrip. As a result of the transaction, Baidu will own ordinary shares of Ctrip representing approximately 25 percent of Ctrip’s aggregate voting interest whilst Ctrip will own ordinary shares of Qunar representing approximately 45 percent of Qunar’s aggregate voting interest. As of 27 October 2015, the closing trading prices of Ctrip’s ADS and Qunar’s ADS were US$90.78 and US$42.65, respectively. Ctrip is a leading online travel service provider and China’s largest online consolidator of accommodations and transportation tickets in China in terms of volume. Partners Julie Gao, Haiping Li, Michael Gisser and Daniel Dusek and international legal project manager Nick Shu led the transaction which was announced on 26 October 2015.

Sullivan & Cromwell has represented the underwriters in respect of China Reinsurance (Group) Corp’s $2 billion global offering and listing on the HKSE. Hong Kong partners Chun Wei, Kay Ian Ng and Gwen Wong led the transaction.

Squire Patton Boggs in Singapore is acting as US/international counsel for HSBC Securities, Axis Capital, ICICI Securities and Edelweiss Capital in respect of the approximately US$300 million IPO by Equitas Holdings Ltd, one of the largest non-banking financial services companies in India. Equitas is the first Indian small finance bank to go to market in one of the largest IPOs out of India this year. Equitas is one of the largest diversified financial services companies in India and the fifth largest microfinance company in India. From its operations across India, Equitas currently provides loans to support micro and small businesses, vehicle finance, housing finance and small enterprise loans and it has recently also been awarded a small finance bank license. Singapore corporate partner Biswajit Chatterjee, assisted by partners Mitch Thomson and Jim Gray (Cleveland), is leading the transaction.

WongPartnership has acted for Mitsubishi Corp and MC Finance & Consulting Asia Pte Ltd, a wholly-owned subsidiary of Mitsubishi Corp, in respect of the establishment of a S$1 billion (US$714.8m) multicurrency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for Kewalram Singapore Ltd in respect of the sale of approximately 221.96 million ordinary shares in Olam International Ltd to Mitsubishi Corp for approximately S$615 million (US$439.6m). Partner Andrew Ang led the transaction.