Deals – November 30, 2016

Allen & Gledhill has also advised Sime Darby on the A$355.8 million (US$265.9m) acquisition by Saizen Reit of 20 industrial properties in Australia owned by Hastings Deering (Australia). The firm also advised Sime Darby on the reverse takeover (RTO) of Saizen Reit by Sime Darby Property Singapore (SDPSL). Hastings Deering and SDPSL are wholly-owned subsidiaries of Sime Darby. Following the completion of the RTO and the acquisition, Sime Darby will be the sponsor of the enlarged Saizen Reit. Partners Jerry Koh, Long Pee Hua, Lee Kee Yeng, Teh Hoe Yue and Christopher Koh led the transaction, which is the first RTO of a Singapore-listed Reit.

Ashurst has advised Deutsche Bank Singapore Branch as the sole lead manager and bookrunner on the issuance of US$354.8 million exchangeable bond of by Valin Mining Investments (Singapore). The zero coupon exchangeable bond matures in November 2021, subject to an investor put/issuer call in November 2019, and is exchangeable into approximately 65 million shares in Australia-listed Fortescue Metals Group. The bonds have the benefit of security over the exchange property and a keepwell deed provided by Hunan Valin Iron and Steel Group, the largest state-owned enterprise in Hunan and one of the top 10 steel manufacturers in China in terms of production volume in the first half of 2016. The five-year deal, puttable after three years, marks one of the rare Chinese-Australian cross-border equity-linked bonds with the benefit of a security share package in Australia. The bonds are also listed in Singapore. Partners Nigel Pridmore, Jini Lee, Jamie Ng and Jennifer Schlosser led the transaction, which closed on November 15, 2016.

Ashurst has also acted as lead counsel to APG Strategic Real Estate Pool on the formation of a US$450 million joint venture company and concurrent acquisition of an initial seed portfolio of three shopping malls in India, comprising approximately 3.5 million square feet in Bengaluru, Surat and Chennai. APG has provided 77 percent of the equity for a majority shareholding in the JV, with Xander investing the balance of 23 percent. The JV represents the largest single deal in the retail real estate sector in India, pursuant to which APG, the Netherlands’ largest manager of pension capital, and Virtuous Retail, sponsored by leading emerging markets investment firm The Xander Group, have concurrently acquired an initial seed portfolio of three retail assets from a Xander-sponsored fund in a transaction valued at approximately Rs20 billion (US$291.2m). Dean Moroz (Hong Kong) and Ed Bennett (Singapore), supported by partner James Comber (Hong Kong), led the transaction. Shook Lin & Bok acted as special Singapore counsel and JSA acted as APG’s lead counsel on Indian law. Xander was represented by Shearman & Sterling (Singapore), A&G (Singapore) and AZB (India).

AZB & Partners is advising Rubicon Research and its promoters, namely Sudhir Pilgaonkar, Pratibha Pilgaonkar, Parag Sancheti and Surabhi Sancheti, on the sale of 70 percent of its shares to the Everstone Group. Partner Anand Shah is leading the transaction, which is valued at approximately Rs2 billion (US$29.1m) and is yet to be completed.

AZB & Partners has advised Holderind Investments, a subsidiary of LafargeHolcim, on the acquisition and increase of its shareholding in Ambuja Cements to 63.11 percent and in ACC to 4.48 percent. Partners Ashwath Rau, Bhavi Sanghvi and Dhruv Singhal led the transaction, which was valued at Rs22 billion (US$320.3m) and was completed on November 15, 2016.

Bird & Bird ATMD is acting for THB Auto Electronics on its approximately S$216 million (US$151.2m) mandatory unconditional cash offer to acquire all the issued ordinary shares of China Auto Electronics Group, other than those already owned, controlled or agreed to be acquired by THB Auto. Singapore-listed China Auto is one of the leading automotive electrical and electronics distribution system manufacturers in China. Partner Marcus Chow is leading the transaction. Shook Lin & Bok, led by partners Wong Gang, Tan Wei Shyan and Johnny Lim, is acting for China Auto Electronics Group.

Clayton Utz has acted for Citi, JP Morgan and Macquarie Capital as the joint lead managers on Boral’s US$2.1 billion PAITREO and placement to fund its acquisition of New York-listed Headwaters which launched on November 23, 2016. Corporate partner Stuart Byrne led the transaction.

Davis Polk has advised Overseas Forestry on its Regulation S-only offering of US$205 million 5 percent senior perpetual securities, unconditionally and irrevocably guaranteed by China Forestry Group. Overseas Forestry is a wholly-owned subsidiary of China Forestry, a comprehensive forestry enterprise founded by nine former subordinate enterprises of China’s State Forestry Administration. China Forestry cultivates fast-growing and high-yield plantation domestically, and preserves forest resources internationally. Hong Kong partners William Barron and Paul Chow led the transaction.

Davis Polk is also advising the buyer group, consisting of Liang Zhang, Xiuqing Meng and Beams Power Investment, on the going-private transaction of Synutra International for a cash consideration of US$6.05 per share of common stock. Liang Zhang is the chairman and CEO of Synutra. Xiuqing Meng, spouse of Zhang, is the sole shareholder of Beams Power Investment, which currently owns approximately 63.5 percent of Synutra’s outstanding shares of common stock. The transaction is subject to customary closing conditions, including approval by Synutra stockholders. The firm is also advising the buyers to secure a loan from Shanghai Development Bank to finance the going-private transaction. Synutra is a leading infant formula company in China. Partners Howard Zhang, Po Sit, Kyoko Takahashi Lin and Frank Azzopardi are leading the transaction.

Gibson Dunn has represented Medco Energi Internasional on the financing of its acquisition of ConocoPhillips Indonesia (CII) and ConocoPhillips Singapore Operations (CSOP), both subsidiaries of ConocoPhillips. CII is the operator of the South Natuna Sea Block B PSC with a 40 percent working interest and is also the operator of the West Natuna Transportation System (WNTS). CSOP operates the onshore receiving facility in Singapore. The WNTS infrastructure, together with the Malaysian pipeline, is and will continue to be the focal point for the commercialisation of existing discoveries and continuing exploration activity within the Natuna area. Singapore partner Jamie Thomas led the transaction, which was completed on November 17, 2016.

J Sagar Associates has advised Lazourion and Nirion on an acquisition of a combined stake of 50 percent in TXL IT, an Indian company engaged in the IT/ITeS sector. Partners Upendra Nath Sharma and Pallavi Puri led the transaction while MAQS Advokatbyrå acted as international counsel.

Khaitan & Co has advised KEC International, ICICI Bank and HDFC Asset Management on the issue of zero coupon listed non-convertible debentures aggregating to Rs2.5 billion (US$36.4m) in three series by way of private placement, secured by a first ranking charge on the movable and immovable assets of KEC. The firm also advised KEC International and HDFC Asset Management on the repurchase of non-convertible debentures aggregating to Rs750 million (US$11m). Partner Shishir Mehta led the transaction.

Khaitan & Co has also advised Haitong International Securities Group on the sale of the 100 percent stake in Haitong India held by Haitong Bank Portugal to Haitong International Investment (Singapore) for approximately US$13.77 million, subject to pre-completion adjustment and post-completion adjustment. Hong Kong-listed Haitong International is an international financial institution which has an established presence in Hong Kong and is expanding its reach in Asia. Haitong International is a subsidiary of Haitong International Holdings, a company incorporated in Hong Kong and wholly-owned by Shanghai-listed Haitong Securities. Associate partner Pooja Patel, assisted by partner Bijal Ajinkya, led the transaction.

Norton Rose Fulbright has advised Spring Wisdom, a subsidiary of Joy City Property, on its acquisition of a company holding the retail asset Parkside Plaza, valued at approximately Rmb1.4 billion (US$203m), from Grosvenor Asia Pacific, the regional operating arm of privately-owned international property group Grosvenor. Parkside Plaza is located on the bank of Suzhou River in China, adjacent to Changfeng Park in the Putuo district of Shanghai and features a total floor area of 126,000 square meters. Its tenants include international fast fashion brands and a variety of leisure and family entertainment outlets. Hong Kong-listed Joy City Property is the flagship real estate business of the Cofco Group. It develops, sells, leases and manages mixed-use complexes, including shopping malls, hotels and resorts, offices and serviced apartments. The acquisition constituted a disclosable transaction of Joy City Property under the Hong Kong listing rules. Hong Kong partner Psyche Tai led the transaction.

Norton Rose Fulbright has also advised Jiayou (International) Investment, an indirect wholly-owned subsidiary of China Minsheng Jiaye Investment, on its acquisition of approximately 53.02 percent of the issued share capital of Yida China Holdings, at a total consideration of approximately HK$3 billion (US$386.8m). The acquisition will trigger a general offer obligation on Jiayou for acquiring all the shares not already owned by itself and its concert parties. The vendor will retain approximately 9.34 percent of the issued share capital of Yida China upon completion of the acquisition and has undertaken not to accept the general offer in respect of such shares. As an important platform of China Minsheng Investment, China Minsheng Jiaye Investment specialises in financial real estate, industrialised construction and medical and health investment. China Minsheng Investment is an international private investment group founded in Shanghai, with a wide variety of businesses. Initiated by the All-China Federation of Industry and Commerce in China, the group was launched by 59 large-scale private enterprises in China, some of which are among China’s top 500 companies. Hong Kong partner Psyche Tai also led the transaction.

Shearman & Sterling has advised BOCI Asia, Citigroup Global Markets Asia, CMB International Capital, Haitong International Securities and HSBC as the underwriters on the US$208 million global offering and IPO of VPower Group International Holdings in Hong Kong. VPower is one of the world’s leading large gen-set system integration providers and Southeast Asia’s largest private gas-fired engine-based distributed power generation station owner and operator in terms of secured installed capacity as of December 31, 2015. Capital markets partners Colin Law, Peter Chen, Alan Yeung (Hong Kong) and Kyungwon Lee (New York) led the transaction.

Simpson Thacher is representing Kohlberg Kravis Roberts on the planned tender offer by KKR’s affiliate, CK Holdings, to obtain up to 100 percent of the issued and outstanding common stock of Calsonic Kansei. In connection with the tender offer, KKR has entered into a tender agreement with Nissan Motor, pursuant to which Nissan has agreed, subject to certain conditions, to tender its approximately 41 percent stake in Calsonic Kansei into the tender offer. The planned offer price and other transaction terms value Calsonic Kansei at approximately ¥498.3 billion (US$4.4b). The commencement of the tender offer is subject to the fulfillment of certain regulatory approvals and other conditions. Partner David Sneider is leading the transaction.

Simpson Thacher is also representing Kohlberg Kravis & Roberts on the announced acquisition by Mitsui of a 22 percent interest in Panasonic Healthcare Holdings (PHCHD) for approximately ¥54.1 billion (US$479m). KKR will retain a majority stake in PHCHD following the closing of the transaction, which is subject to customary closing conditions. PHCHD develops, manufactures and sells healthcare devices, focusing on blood glucose monitoring meters and strips for people with diabetes, through its subsidiary Panasonic Healthcare. Mitsui is a leading Japanese trading house with operations in various global sectors, including active investment in hospitals and other related businesses in Asia. Partner David Sneider is also leading the transaction.

Skadden has represented Ctrip, China’s biggest online travel firm, on its acquisition of Skyscanner, the UK-based search business. The deal values Skyscanner at about £1.4 billion (US$1.75b). Headquartered in Edinburgh, Skyscanner is available in more than 30 languages, with about 60 million monthly active users. It was set up to let users compare prices from different travel sites when searching for flights, hotels and rental cars. Ctrip was founded in 1999 and is one of China’s best-known travel businesses. Hong Kong / China partners Julie Gao and Haiping Li (corporate); London partners John Adebiyi (corporate), Alex Jupp (tax), Mark Darley (banking) and Elizabeth Robertson (compliance/white collar); New York partner Bruce Goldner (IP) and Brussels partner Fred Depoortere (competition) led the transaction.

WongPartnership is acting for PAG Asia Capital on its investment in Paradise Group Holdings, one of the leading restaurant groups in South East Asia. Managing partner Ng Wai King and partners Andrew Ang, Lam Chung Nian, Tan Teck Howe, Lau Kiat Wee, Anna Tan and Kylie Peh are leading the transaction.

WongPartnership has also acted as Singapore counsel to Keppel Data Centres Holding on the acquisition of a data centre facility known as Frankfurt Data Centre in Germany, via an indirect wholly-owned subsidiary of Calcium DC, for an aggregate purchase price of €76 million (US$80.7m). Calcium is a 60-40 joint venture between Alpha DC Fund and Keppel Data Centres Holding. Partners Low Kah Keong and Felicia Marie Ng led the transaction.