Deals – November 9, 2016

Appleby has also acted as Bermuda counsel to Nasdaq-listed ChipMOS Technologies (Bermuda) on its US$540 million merger with its 58.3 percent-owned subsidiary, ChipMOS Technologies Taiwan, with ChipMOS Taiwan as the surviving company effective October 31, 2016. ChipMOS group is one of the leading independent providers of assembly and test services for liquid crystal display and other flat-panel display-driver semiconductors in Taiwan, and for advanced memory and logic/mixed-signal products in Taiwan and China. The merger is consistent with the continuing efforts to simplify and streamline the ChipMOS group structure and reduce operating costs to enhance operation efficiency. This transaction is the first merger between a Bermuda Nasdaq-listed company and a Taiwan-listed company. Hong Kong managing partner Frances Woo, supported by Bermuda partner Tonesan Amissah, led the transaction, while K&L Gates and Johnson & Partners acted as US and Taiwan counsels, respectively. Cooley acted as independent counsel to the special committee of ChipMOS Bermuda. Davis Polk & Wardwell and Lee and Li acted as US and Taiwan counsels to ChipMOS Taiwan, respectively.

AZB & Partners is advising Hike Global on the restructuring of its existing shareholding and additional investments by new incoming shareholders. Partner Rachit Bahl is leading the transaction, which is valued at approximately Rs10 billion (US$150.4m) and is yet to be completed.

AZB & Partners has also advised Arvind on the sale by Arvind Fashions of 10 percent of the equity share capital to Multiples Private Equity. Senior partner Ashwath Rau and partners Nisha Uberoi and Rishi Gautam led the transaction, which was signed on October 25, 2016 and was valued at approximately Rs7.4 billion (US$111.3m).

Clifford Chance has advised GE on the establishment of a US$32 billion full-stream industrial services company with Baker Hughes. Sydney partner Dave Poddar led the transaction.

Cyril Amarchand Mangaldas has advised Kotak Mahindra Capital, DSP Merrill Lynch, Edelweiss Financial Services, ICICI Securities, IDBI Capital Markets and Securities and SBI Capital Markets on an appeal before the Securities Appellate Tribunal (SAT) against the November 28, 2014 order of the Securities and Exchange Board of India (SEBI) imposing a Rs10 million (US$150,610) penalty on the banks for alleged violations of SEBI Regulations in the IPO of Credit Analysis and Ratings. The core issue was the disclosure pertaining to correspondence with the Reserve Bank of India regarding the applicability of minimum capitalisation norms to non-banking financial companies. The SAT allowed the appeal and set aside the SEBI order and penalty. Mumbai capital markets partner Yash Ashar led the transaction.

Cyril Amarchand Mangaldas has also acted as sole Indian counsel to the Ministry of Civil Aviation (MoCA) and the Airports Authority of India (AAI) on the Regional Connectivity Scheme conceptualised by the MoCA pursuant to the National Civil Aviation Policy 2016 for promoting regional air connectivity to under-served and un-served airports by providing financial and non-financial support to airline operators through a competitive bidding process. The AAI has been appointed by MoCA as the scheme’s implementing agency. State governments are expected to offer waiver of duties on aviation turbine fuel while airport operators will offer concessional aeronautical charges. The central government, through AAI, will auction the scheme routes on the basis of lowest viability gap funding per seat sought by the potential operators. The selected operators will get three years of exclusivity on the routes they bid for. This is a first-of-its-kind PPP initiative globally to promote air connectivity to smaller towns and cities, promoting not only air transport services but also the growth potential of smaller cities through better connectivity. New Delhi infrastructure and project financing partner Ramanuj Kumar, supported by partners SR Patnaik and Mekhla Anand, led the transaction.

Davis Polk has advised the underwriters on Kexim’s SEC-registered Schedule B debt offerings of US$750 million floating-rate notes due 2019, US$750 million 1.5 percent notes due 2019, US$300 million 1.875 percent notes due 2021 and US$700 million 2.375 percent notes due 2027. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partners Eugene Gregor and James Lin led the transaction.

Davis Polk has also advised the initial purchasers on the US$100 million Regulation S offering by Golden Wheel Tiandi Holdings of its 8.25 percent senior notes due 2019. Hong Kong-listed Golden Wheel Tiandi Holdings is an integrated commercial and residential property developer, owner and operator with a proven track record in China. Partner William Barron led the transaction.

Dhir & Dhir Associates has advised the consortium of lenders led by L&T Infrastructure Finance on the Rs1.06 billion (US$16m) financial facility extended to Focal Energy Solar One India to refinance part of the outstanding project debt of the 20MW operational solar power project in Sitamau, Madhya Pradesh. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Navratna public sector enterprise NMDC on its approximately Rs75.27 billion (US$1.13b) buyback of approximately 20 percent of its equity shares. The buyback offer opened on September 19, 2016 and closed on September 30, 2016. Partner Girish Rawat also led the transaction.

Dorsey & Whitney’s Hong Kong office has acted as the US, Hong Kong and English counsel for Hong Kong-listed Chinese property developer Powerlong Real Estate Holdings on its US$200 million issue on September 15, 2016 of high-yield bonds due 2021. Net proceeds will be used to refinance existing indebtedness. The underwriters of the offering were BofA Merrill Lynch, HSBC, Huatai Financial Holdings (Hong Kong), Guotai Junan International and Credit Suisse. Partners Steve Nelson, David Richardson, Simon Chan and Paul Denham led the transaction.

Khaitan & Co has advised MOPE Investment Advisers on the Rs1 billion (US$15m) primary and secondary investment by India Business Excellence Fund-II and India Business Excellence Fund-IIA to acquire a minority stake in Ganesh Grains. Associate partner Arindam Sarkar led the transaction.

Khaitan & Co has also acted as domestic counsel to ECL Finance on its debut overseas issue of Rs5.02 billion (US$75.6m) 9.05 percent Indian rupee-denominated US dollar-settled senior secured notes, also known as masala bonds. The unrated bonds are proposed to be dual-listed in Singapore and Mauritius. ECL Finance is a subsidiary of Edelweiss Financial Services, one of India’s leading diversified financial services companies. The transaction makes ECL Finance as the second non-banking financial company to issue masala bonds since the guidelines were issued by the Reserve Bank of India in September 2015. Executive director Sudhir Bassi, partner Nikhilesh Panchal and associate partner Manisha Shroff, supported by executive director Daksha Baxi, led the transaction. Baker & McKenzie Wong & Leow, led by Singapore debt capital markets principal Pallavi Gopinath Aney, advised the joint lead managers.

Maples and Calder has acted as Cayman Islands counsel to Cofco Meat Holdings on its IPO and listing of 975.6 million shares in Hong Kong. The shares were offered at HK$2 (US$0.258) each, raising approximately HK$1.95 billion (US$251.4m). A subsidiary of stated-owned food conglomerate Cofco Group, the issuer is a leading integrated pork company with a focus on providing safe meat products in China. Partner Derrick Kan led the transaction, while Cleary Gottlieb Steen & Hamilton acted as Hong Kong and US counsel. Clifford Chance acted as Hong Kong and US counsel for the underwriters.

Norton Rose Fulbright has advised the Thai and Malaysian arms of Trans Thailand-Malaysia (TTM) on the US$207 million refinancing of an offshore gas pipeline project in the Malaysia-Thailand Joint Development Area in the Gulf of Thailand. TTM (Thailand) received US$195 million from HSBC, Sumitomo Mitsui Banking Corporation and the Bank of Ayudhya, while TTM (Malaysia) received US$12 million from HSBC. The refinancing is to prepay the existing Phase I debt held by the two companies under facilities dated June 2004. Malaysia’s Petronas and Thailand’s PTT are 50:50 joint partners in both TTM (Thailand) and TTM (Malaysia), which have developed and are operating Phase I of the offshore gas pipeline project. Singapore partner Stephen Begley, supported by Bangkok partner Tassanai Kiratisountorn, led the transaction. The lenders were advised by Baker & McKenzie.

Rajah & Tann Singapore is acting for the shareholders of Indoguna (Singapore), Indoguna Dubai, Lordly Company and Just Meat (the Indoguna Group) on the proposed sale of 80 percent of the shares in Indoguna Group. The purchaser is a wholly-owned subsidiary of Thailand-listed Siam Makro, part of the Charoen Pokphand Group, one of the largest cash-and-carry retail companies in Thailand. The Indoguna Group is a global leader in the distribution and manufacturing of premium food and beverage products, with facilities in Singapore, Hong Kong and Dubai. Partners Lim Wee Hann and Tan Chon Beng are leading the transaction.

Shardul Amarchand Mangaldas & Co has advised Axis Capital, Citigroup Global Markets India and Nomura Financial Advisory and Securities (India), as the brokers representing the president of India, on the Rs22 billion (US$331.6m) offer for sale of 15 percent of the paid-up equity share capital of NBCC (India). As part of the transaction, the president of India, acting through the Ministry of Urban Development, sold up to 90 million equity shares through the stock exchange. The trade took place on October 20, 2016 for non-retail investors and on October 21, 2016 for retail investors and non-retail investors who chose to carry forward their un-allotted bids. Capital markets national practice head partner Prashant Gupta and partner Sayantan Dutta led the transaction, while Herbert Smith Freehills acted as international counsel. Khaitan & Co advised the President of India while Dorsey & Whitney acted as international counsel.

Simpson Thacher’s Hong Kong office has represented JNBY Design on its IPO in Hong Kong and Regulation S offering of 125 million shares, prior to the exercise of the overallotment option, which raised HK$800 million (US$103m) in gross proceeds. JNBY’s shares are listed in Hong Kong. CCB International acted as the sole sponsor and sole global coordinator and, with Citic CLSA Securities, as joint lead managers. Established in 1994, JNBY is a leading Chinese fashion brand. Partner Christopher Wong led the transaction.

Simpson Thacher has also represented GDS Holdings on its IPO and listing on the Nasdaq of 19.25 million American depositary shares, representing 154 million Class A ordinary shares. The total offering size was US$192.5 million, before the exercise of the underwriters’ overallotment option. Credit Suisse Securities (USA), JP Morgan Securities, Citigroup Global Markets, RBC Capital Markets and China Renaissance Securities (Hong Kong) acted as joint book-running managers of the offering. GDS is a leading developer and operator of high-performance data centres in China. Its facilities are located in China’s primary economic hubs where demand for high-performance data centre services is concentrated. Partner Daniel Fertig led the transaction.

Skadden is advising Jacobs Douwe Egberts (JDE) on the pre-conditional offer by its indirect wholly-owned subsidiary, Sapphire Investments, to acquire all the issued shares of Super Group, supported by irrevocable commitments received from shareholders representing 60 percent of Super Group’s issued shares to tender their shares in the offer. The offer will be at S$1.30 (US$0.936) per share, or a total consideration of approximately S$1.45 billion (US$1.04b). Partners Daniel Dusek , Sean Doyle, Paul Schnell, Mark Darley, Brad Klein, Bruce Goldner, Jamie Boucher and Frederic Depoortere led the transaction while Allen & Gledhill, led by partners Andrew Lim and Lee Kee Yeng, also advised JDE. WongPartnership, led by partners Andrew Ang and Audrey Chng, is acting for Super Group.

Thanathip & Partners has acted as Thai counsel to Banpu Power, a power business flagship holding company of the Banpu Group, on its approximately Bt1.3 billion (US$37.2m) IPO of 648.5 million shares in and outside of Thailand. The IPO is considered Thailand’s largest in 2016. Bualuang Securities, Kasikorn and Thanachart Securities acted as Thai lead underwriters while CIMB Securities (Singapore), Credit Suisse (Singapore) and The Quant Group acted as international bookrunners. Banpu Power first traded in Thailand on October 28, 2016. Managing partner Thanathip Pichedvanichok led the transaction while Latham & Watkins Hong Kong acted as international counsel.

Thanathip & Partners is also advising Bangkok Dusit Medical Services, a leading private hospital in Thailand, on the proposed acquisition by its 99.99 percent-owned subsidiary, Paolo Medic, of the entire business of Mayo Hospital for approximately Bt1.4 billion (US$40m) to expand its customer base in the middle-class segment in Bangkok and its vicinity. Capital markets head partner Chawaluck Sivayathorn Araneta is leading the transaction, which is expected to be completed in January 2017.

WongPartnership is acting as Singapore counsel for ams AG on its proposed acquisition of Heptagon Advance Micro-Optics for up to US$855 million. Partner Milton Toon is leading the transaction.