Deals – October 19, 2016

Allen & Gledhill has also advised Eu Yan Sang International (EYS) and its subsidiaries on the agreement between EYS, Eu Yan Sang Integrative Health, Eu Yan Sang (Hong Kong), Eu Yan Sang (Singapore) and DBS Bank for S$190 million (US$136.7m) loan facilities, with an accordion option of up to S$50 million (US$36m). The proceeds of the facilities are to be used to refinance existing financial indebtedness and finance general corporate expenses of the EYS Group. Partners Lim Wei Ting, Christopher Ong and Glenn Foo led the transaction.

AZB & Partners has advised Canadian Pension Plan Investment Board on its purchase of equity shares comprising 0.88 percent of the share capital of Kotak Mahindra Bank. Partner Ashwin Ramanathan led the transaction, which was valued at approximately Rs12.5 billion (US$187.4m) and was completed on September 29, 2016.

AZB & Partners has also advised Tata Steel on the issuance of non-convertible debentures on a private placement basis to certain identified investors, by way of the newly introduced electronic book mechanism. Partner Shameek Chaudhuri led the transaction, which was valued at approximately Rs10 billion (US$150m) and was completed on October 4, 2016.

Cyril Amarchand Mangaldas is advising Orient Cement on the proposed acquisition of certain assets from the Jaypee Group. Orient Cement has signed binding offer letters with the Jaypee Group to acquire the entire 74 percent stake held by Jaiprakash Associates in Bhilai Jaypee Cement for Rs14.5 billion (US$217.35m) and the cement grinding unit of Jaiprakash Power Ventures in Nigrie for Rs5 billion (US$75m), both subject to adjustment on account of working capital and net debt. Bhilai Jaypee Cement is a joint venture between Jaiprakash Associates and the Steel Authority of India. The transactions are subject to satisfactory negotiation and execution of the definitive agreements, approval from the Competition Commission of India and other relevant regulatory and third-party approvals. Two binding offer letters for the proposed acquisitions have been signed by the parties on October 6, 2016 but the definitive agreement is yet to be executed. The expected closing of this transaction is on March 31, 2017. Managing partner Cyril Shroff, supported by Mumbai & New Delhi corporate partners Smruti Shah, Aarti Joshi, S R Patnaik, Mekhla Anand, Anshuman Sakle and Bharat Budholia, is leading the transaction.

Duane Morris will be advising TCP Asia Pacific on its approximately US$400 million worth of solar projects in Myanmar. TCP is planning to build and operate six solar power plants with a combined power generation output of 420MW around the country. Hanoi office managing partner Oliver Massmann will lead the transaction.

Duane Morris & Selvam has acted as US counsel to the President of India, represented by and acting through the Ministry of Mines, on the sale of 64.77 million shares in Hindustan Copper for approximately Rs4 billion (US$60m) in an offer for sale on the Indian stock exchanges. The shares, which were sold pursuant to Regulation S and Rule 144A under the US Securities Act of 1933, as amended, represented 7 percent of the outstanding shares in Hindustan Copper. The transaction reduced the President of India’s shareholding to 82.95 percent. SBICAP Securities, ICICI Securities, Edelweiss Securities and Deutsche Equities India were the brokers for the offering. India practice and US securities law practice head Jamie Benson led the transaction while Cyril Amarchand Mangaldas acted as Indian counsel. Shardul Amarchand Mangaldas and Jones Day acted as Indian and US counsel, respectively, to the brokers.

J Sagar Associates has acted as sole Indian counsel to Bank of Baroda on the update of its US$3 billion medium term note programme. The dealers for the programme were Barclays Bank, Citigroup Global Markets, HSBC and Standard Chartered Bank. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.

Khaitan & Co has advised Union Bank of India on the private placement of non-convertible, unsecured, subordinated, fully paid up Basel III compliant perpetual debt instruments in the nature of debentures for inclusion in additional Tier I capital for approximately US$150 million. Union Bank of India is one of the country’s largest government-owned banks. As of March 31, 2016, it was the fifth-biggest bank among the 19 nationalised banks in India in terms of total business size. Partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised Prudential Corporation Holdings on the IPO of approximately 181.34 million equity shares of ICICI Prudential Life Insurance through an offer for sale by ICICI Bank for approximately US$910 million. This is the first IPO by an insurance company in India. Prudential Corporation Holdings operates insurance and asset management companies. Incorporated in 1978 and based in London, Prudential Corporation Holdings operates as a subsidiary of Prudential Holdings. Partners Nikhil Narayanan, Abhimanyu Bhattacharya and Arindam Ghosh, and executive director Sudhir Bassi and associate partner Aditya George Cheriyan led the transaction.

Kochhar & Co Dubai has advised Indian media conglomerate Zee Entertainment on its acquisition of Hum FM, one of the UAE’s oldest radio stations. Almost two decades old, Hum enjoys a market share of about 26 percent and is the most popular Hindi radio station in the UAE. Consequent to this acquisition, Zee has become one of the few networks in the region with a media presence across television, radio and digital media. Managing partner Rohit Kochhar, supported by Dubai corporate partner Faizal Latheef, led the transaction.

Kochhar & Co has also advised UBM, one of the world’s leading media and B2B events company, on the Indian leg of the sale of its worldwide PR newswire business to Cision for US$841 million. Cision is backed by Chicago-based private equity firm GTCR and its affiliate GTCR Canyon Holdings (Cayman). Delhi partner Chandrasekhar Tampi led the transaction. Kirkland & Ellis and Trilegal represented Cision.

Luthra & Luthra Law Offices has advised Manpasand Beverages and Motilal Oswal Investment Advisors, as the lead manager, on the Rs5 billion (US$75m) QIP of Manpasand Beverages. Partner Manan Lahoty led the transaction while Squire Patton Boggs Singapore acted as international counsel to the lead manager.

Maples and Calder has acted as Cayman Islands counsel to Smart-Core Holdings on its IPO and listing of 125 million shares in Hong Kong. The shares were offered at HK$1.83 (US$0.236) each and the listing raised approximately HK$229 million (US$29.5m). Smart-Core is a leading distributor of integrated circuit and electronic components headquartered in the PRC. Partner Derrick Kan led the transaction while DLA Piper acted as Hong Kong counsel. Deacons acted as Hong Kong counsel for DBS Asia Capital as the sole sponsor and, together with Haitong International Securities, as the joint global coordinators.

Maples and Calder has also acted as Cayman Islands counsel to Honma Golf on its global offering and listing of approximately 134 million shares in Hong Kong. The shares are offered at HK$10 (US$1.29) per share and the offering will raise approximately HK$1.3 billion (US$167.6m). Honma predominantly designs, develops, manufactures and sells a comprehensive range of golf clubs. Partner Richard Spooner led the transaction while Simpson Thacher & Bartlett acted as Hong Kong and US counsel. Morgan Stanley acted as the sole global coordinator and sole sponsor. Paul Hastings acted as Hong Kong and US counsel to the sole sponsor and the underwriters.

MinterEllison is advising Vestas on number of wind turbine projects in the Asia-Pacific region. Vestas has been named as the head engineering, procurement and construction contractor for the 50MW Tsetsii wind farm in Mongolia’s Gobi Desert, and will supply 25 wind turbines for the project. Located approximately 540km south of Ulaanbaatar, Tsetsii is a large-scale infrastructure project being developed by Clean Energy Asia, jointly owned by Mongolia’s Newcom Group and Japan’s SB Energy, with finance from the European Bank for Reconstruction and Development (EBRD) and the Japan International Cooperation Agency (JICA). The wind farm is expected to go online in late 2017. Vestas is a Danish company involved in the design, manufacture, installation and service of wind turbines. It is one of the largest wind turbine companies in the world. Partners Sebastian Rosholt (Ulaanbaatar), Michael Creedon (Brisbane), Christian Pellone (Hong Kong) and MEMGL partner Dunnaran Baasankhuu are leading the transaction. MEMGL is a Mongolian-registered law firm that provides Mongolian legal services exclusively to MinterEllison. Norton Rose (Singapore) also advised Vestas. EBRD and JICA were advised by Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho (Japan) and Mahoney Liotta (Mongolia). Clean Energy Asia was advised by Baker & McKenzie (Singapore).

Shardul Amarchand Mangaldas & Co has represented Sistema Shyam TeleServices on the transfer of its telecom business undertaking to Reliance Communications. The deal will give Reliance access to the spectrum held by Sistema in the 850Mhz band in the nine service areas that can be used for the provision of LTE services. Partners Anirudh Das, supported by partner Kalpataru Tripathi, led the transaction.

Skadden has represented Hangzhou Liaison Interactive Information Technology, a Shenzhen-listed leading developer in China of mobile content, interactive apps and games, on a definitive agreement to make a significant investment in Newegg, a leading tech-focused e-retailer in North America headquartered in California. Pursuant to the terms of the agreement, Liaison Interactive will subscribe approximately 55.7 percent of all outstanding equity in Newegg, both in the form of newly issued Series AA preferred stock and existing Series A preferred stock and Series A common stock that Liaison Interactive will acquire from Newegg’s existing stockholders. Partners Peter Huang (corporate), Ken Schwartz (antitrust), Ivan Schlager (CFIUS), Sean Shimamoto (tax), Joseph Yaffe (executive compensation and benefits), Karen Corman (labour and employment:) and Lance Etcheverry (litigation) led the transaction, which was announced on September 19, 2016.

Wong & Partners has advised Champ Private Equity, one of the most successful Australasia-focused private equity firms, on its acquisition of a 50 percent interest in the Containerchain Group through its Champ IV Fund. Containerchain provides business-to-business, web-based software technology to the shipping industry and has a strong presence in Australia and Singapore. In this transaction, Champ invested alongside Tony Paldano, founder of the Containerchain Group. Kuala Lumpur partners Brian Chia and Sue Wan Wong, supported by Singapore principal Andrew Martin and partners Tracy Wut (Hong Kong), Sorachon Boonsong (Bangkok) and Preeda Meksrisuwan (Bangkok), led the transaction, which was valued at approximately A$130 million (US$99m) and was completed on September 2, 2016. The deal was supported by Baker & McKenzie’s member firms in Singapore, Hong Kong and Thailand. Gilbert + Tobin and Ashurst acted as lead and Australian counsel to Champ and Tony Paldano, respectively.

WongPartnership is acting for Japan Residential Assets Manager, the manager of Saizen Reit, on Saizen Reit’s proposed acquisition of industrial properties in Australia from Hastings Deering (Australia), an indirect wholly-owned subsidiary of Sime Darby. The completion of the acquisition will result in the reverse takeover of Saizen Reit, with new units in Saizen Reit being issued to Sime Darby Property Singapore, another indirect wholly-owned subsidiary of Sime Darby. Partners Rachel Eng, Andrew Ang, Dawn Law and Karen Yeoh are leading the transaction.

WongPartnership has also acted for DBS Bank and Standard Chartered Bank on Frasers Commercial Trust’s issue of S$100 million (US$72m) 2.835 percent notes due 2021 under its S$1 billion (US$719.3m) multicurrency MTN programme. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership has also acted for SingBridge Guangzhou on the acquisition of a 40 percent interest in the issued share capital of Optima Investment & Development from Wing Tai (China) Investment. Partners Joseph He and Liang Weitan led the transaction.

WongPartnership has also acted as international counsel for the IPO and listing in Indonesia of Aneka Gas Industri, one of the country’s largest industrial gas producers. Partners Gail Ong and Karen Yeoh led the transaction.