Deals – October 26, 2016

Allen & Gledhill has also advised CapitaLand Retail China Trust Management, as the manager of CapitaLand Retail China Trust (CRCT), on the acquisition by CRCT of BR Spicy (HK), which owns Galleria, a shopping mall in Chengdu, China. The conditional share purchase agreement was entered into by HSBC Institutional Trust (Singapore), as trustee of CRCT, and BR Spicy (BVI) to acquire a 100 percent interest in BR Spicy (HK). The total acquisition cost of approximately S$319.4 million (US$229.8m) included the acquisition of the property at approximately S$304.9 million (US$219.4m). Partners Jerry Koh and Long Pee Hua led the transaction.

Ashurst has represented Cabot China, a wholly-owned subsidiary of New York-listed Cabot Corporation, to form a joint venture with Inner Mongolia Hengyecheng Silicone (HYC) to manufacture fumed silica in China. The JV will invest approximately US$60 million to build an 8,000 metric tons annual capacity fumed silica manufacturing facility in Wuhai, China. Cabot will hold an 80 percent share in the JV while HYC will own the remaining 20 percent. Shanghai managing partner and head of China corporate/M&A practice Michael Sheng led the transaction.

AZB & Partners is advising Edelweiss Financial Services and Edelweiss Asset Reconstruction on the acquisition of a 20 percent stake in Edelweiss Asset Reconstruction by Caisse de depot et placement du Quebec. Partner Ashwath Rau is leading the transaction, which was signed on October 6, 2016 and is yet to be completed.

AZB & Partners is also advising Mahindra CIE Automotive on its acquisition of 100 percent shares of Bill Forge. Partners Srinath Dasari and Nanditha Gopal are leading the transaction, which was signed on September 12, 2016 and was valued at Rs13.3 billion (US$199m).

Colin Ng & Partners has acted as lead counsel for the launch of LC Cerestra Core Opportunities Fund (LCC), a Singapore-domiciled, India-focused real estate fund that seeks opportunities in specialised real estate. The firm also acted as Singapore counsel for the initial acquisition of assets by LCC from a US-based group. The initial real estate assets in the southern part of India accommodate advanced research and development infrastructure in multi-tenanted research buildings, incubation facilities, build-to-suit blocks and industrial plots. Partners Amit Ramkrishn Dhume and Bill Jamieson led the transaction.

Conyers Dill & Pearman has provided BVI advice to NWD Finance (BVI), a wholly-owned subsidiary of New World Development, on its US$1.2 billion 5.75 percent senior perpetual capital securities guaranteed by New World Development. New World Development’s core business areas include property development, infrastructure and services, retail, hotels and serviced apartments in Hong Kong, China, Macau and numerous major cities. Hong Kong partner Anna Chong, working alongside Linklaters, led the transaction.

Conyers Dill & Pearman has also provided Cayman Islands advice to Nirvana Asia on its US$900 million privatisation by way of a scheme of arrangement by Asia Memorial Group and its subsequent delisting from Hong Kong. Nirvana Asia is the leading funeral services provider in Malaysia, Singapore and Indonesia. Partner and co-chair David Lamb, working alongside Sullivan & Cromwell, led the transaction.

Cyril Amarchand Mangaldas has acted as lead counsel to Mauritius-incorporated companies Essar Energy Holdings and Oil Bidco (Mauritius), the controlling shareholders of Essar Oil, on the sale of Essar Oil’s 98 percent share capital, in equal parts of 49 percent each, to Petrol Complex, a subsidiary of OJSC Rosneft Oil (Rosneft), and Kesani Enterprises, owned by a consortium led by Trafigura and United Capital Partners (UCP), at an enterprise value of US$12.9 billion. This transaction is the largest FDI deal into India and the largest outbound acquisition by Russia. In addition to the acquisition of the refinery, the transaction also includes the acquisition of shares in port assets of the Essar Group at US$2 billion. The consortium of Trafigura and UCP was supported through financing by VTB Bank. The deal was signed on October 15, 2017 and is expected to close by January 2017. Mumbai managing partner Cyril Shroff led the transaction while Freshfields Bruckhaus Deringer advised on English law. Linklaters London, Talwar Thakore & Associates Mumbai and KPMG (France & Delhi) advised Rosneft Oil. Slaughter and May London advised Trafigura while Herbert Smith Freehills advised UCP.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Canadian pension fund Caisse de depot et placement du Quebec (CDPQ) on its agreement to purchase for approximately US$155 million part of the shares held by Goldman Sachs and KKR, as the exiting investors, in TVS Logistics Services, a Chennai-based logistics and warehousing company belonging to the TVS Group and having operations across India, Asia-Pacific, the UK and the US. This transaction is one of CDPQ’s first investments in India. Mumbai managing partner Cyril Shroff and corporate partner Ruetveij Pandya, supported by competition law partners Bharat Budholia and Anshuman Sakle, led the transaction. Herbert Smith Freehills London and Norton Rose Fulbright New York assisted in conducting due diligence for the offshore aspects of the transaction, which was signed on October 19, 2016.

Hogan Lovells has advised the Islamic Corporation for the Development of the Private Sector as lead arranger on the issuance of three sovereign sukuk in West Africa. These include sophomore issuances for the Government of Cote d’Ivoire and the Government of Senegal, and a debut issuance for the Republic of Togo. The sukuk were listed on the Bourse Regionale des Valeurs Mobilieres at a ceremony in Abidjan, Cote d’Ivoire on October 18, 2016, together with the debut issuances for Senegal and Cote d’Ivoire, resulting in a listing of a combined issuance of CFA766 billion (US$1.27b). Investors originated from a number of different countries across the Gulf and the Far East. Islamic finance partner Imran Mufti, supported by Paris partner Baptiste Gelpi, led the transaction.

J Sagar Associates has advised Sagacito Technologies on receiving US$1 million equity funding from Star India, a subsidiary of Rupert Murdoch’s Twenty-First Century Fox. Sagacito is a data science and analytics start up that aims to help businesses maximize market share and margins through predictive data analysis. Star India invested US$1 million in Sagacito against 10 percent equity and has also entered into a build-and-operate arrangement with Sagacito, pursuant to which it will use the startup’s tools and services for a period of five years. Partner Sajai Singh led the transaction. Star India was represented by AZB & Partners as transaction counsel and S&R Associates as IP counsel.

J Sagar Associates has also advised Riga Foods and its promoters, celebrity chef Ritu Dalmia and hotelier Gita Bhalla, on the investment received from Piveta Estates in Riga. Piveta is the family office of Analjit Singh, founder of the Max Group. Riga is engaged in catering and restaurant business in India under the brand name Diva. Ritu Dalmia, one of the co-founders of Riga, is a celebrity chef and restaurateur. Ritu also hosts cookery shows on TV and has authored books on the subject. The transaction involves acquisition of a 51 percent interest by Piveta in the capital of Riga, pursuant to a structure wherein the investment is being made in the partnership firm, which would subsequently be converted into an LLP. Sidharrth Shankar, Sumit Sinha, Shantanu Jindel and Surbhi Kothiala led the transaction. Piveta was represented by AZB & Partners.

Khaitan & Co has advised Ubiquity on the proposed 100 percent acquisition of Solutions Infini Technologies (India), subject to regulatory approvals. Ubiquity has been providing professional mobile services to large enterprises since 1999. Connected to all Italian, and many international, mobile operators and the main mobile virtual network operators in Italy, Ubiquity is one of the largest service providers in the Italian telecom sector. Partner Abhilekh Verma, supported by associate partner Harsh Walia, led the transaction.

Khaitan & Co has also advised Recruit Holdings on its investment in Mystifly Group. Recruit Holdings was founded in 1960 and is headquartered in Tokyo, Japan. It is a leading information services and human resource company, which provides information services in Japan and internationally. Partner Zakir Merchant led the transaction.

Kirkland & Ellis is advising the special committee of Qunar Cayman Islands, China’s leading mobile and online travel platform, on its agreement and plan of merger with Ocean Management Holdings (OMH) and Ocean Management Merger Sub, a wholly-owned subsidiary of OMH, pursuant to which Nasdaq-listed Qunar will be acquired by OMH in a transaction implying an equity value of Qunar of approximately US$4.44 billion. The agreement was announced on October 19, 2016. Hong Kong corporate partners David Zhang, Jesse Sheley and Xiaoxi Lin are leading the transaction.

Kochhar & Co has advised The Chennai Angels (TCA) on its investments in startups. TCA is a prominent angel group comprising of high-net-worth individuals, venture funds, investment banks and private equity firms that focuses on nurturing aspiring new generation entrepreneurs in developing innovative business ideas. TCA has invested Rs30 million (US$449,000) in Netree, a startup that provides solutions for retailers and businesses. TCA has also invested Rs25 million (US$374,180) in Agile, a startup that develops smart parking technology solutions under the “Get My Parking” brand. Moreover, TCA has invested Rs35 million (US$523,860) in Silvan, a startup focused in the home automation space providing technology-enabled security and entertainment facilities for homes. Chennai partner S Mohammed Shadaan led the transaction.

Luthra & Luthra Law Offices has advised New York-headquartered private equity firm Argand Partners on its acquisition of a 100 percent stake in Sigma Electric Manufacturing and GSCP Sigma Holding from Goldman Sachs Private Equity and other shareholders. The transaction, which is Argand’s first investment in India, is stated to be the second largest secondary buyout by a private equity fund in the manufacturing sector in recent years. Partners Samir Dudhoria, Sundeep Dudeja, Aniket Sengupta and Damini Bhalla, supported by partners Anshul Jain, Lokesh Shah, Sanjeev Sachdeva, Saurabh Tiwari and Sachit Mathur, led the transaction.

Luthra & Luthra Law Offices has also advised Barclays, Credit Suisse and Roth Capital as the underwriters on the IPO and listing in New York of Azure Power Global, the Mauritius-based holding company of Azure Power India. The public issue, together with a concurrent private placement to a wholly-owned subsidiary of Caisse de depot et placement du Quebec, aggregated to US$136.36 million. Partner Vishal Yaduvanshi led the transaction.

Maples and Calder is acting as Cayman Islands counsel to Cayman Islands company ZTO Express on its IPO of American depositary shares (ADSs), which represent ZTO’s Class A ordinary shares, and the listing of such ADSs in New York. ZTO is a leading express delivery company in China and one of the largest express delivery companies globally. The offering could raise as much as US$1.5 billion, which would make it the largest US IPO this year and also the biggest by a Chinese company after the US$25 billion IPO of Alibaba Group in 2014. Partner Richard Spooner is leading the transaction while Skadden, Arps, Slate, Meagher & Flom is acting as US counsel. Morgan Stanley International and Goldman Sachs (Asia), the lead underwriters, are represented by Kirkland & Ellis.

Mourant Ozannes has advised Credit Agricole Corporate and Investment Bank (CA-CIB) on a US$65 million commercial financing transaction for a portfolio of 14 CFM International CFM56-5B engines to Asia Aviation Capital, the leasing arm of AirAsia. Asia Aviation Capital is expected to lease the 14 engines throughout the AirAsia Group. CA-CIB is the corporate and investment banking arm of the Credit Agricole group. CA-CIB acted as mandated lead arranger, security trustee and facility agent while the Korea Development Bank acted as arranger. CA-CIB, Korea Development Bank and NTT Finance acted as lenders. Partner Danielle Roman led the transaction.

Norton Rose Fulbright has advised China Overseas Grand Oceans Group (COGO) on its acquisition of a property portfolio in China from China Overseas Land & Investment (COLI) for a cash consideration of RMB3.5 billion (US$516m). COGO has agreed to acquire the property portfolio, which is located in emerging third-tier cities in China, including Yangzhou, Huizhou, Huangshan, Weifang, Zibo, Jiujiang and Shantou. The net assets amount to about HK$3.25 billion (US$419m). As one of the percentage ratios exceeds 100 percent, the acquisition constitutes a very substantial acquisition of COGO under the listing rules, on a non-extreme basis. In addition, COLI has an interest in approximately 37.98 percent of the total issued shares of COGO and, therefore, the acquisition also constitutes a connected transaction of COGO. COGO is the leading property developer in China’s emerging third-tier cities. This transaction brings about a significant increase in COGO’s land reserves and entry into a number of new cities in a single transaction. Hong Kong partner Psyche Tai led the transaction.

Norton Rose Fulbright is also advising Pulse Health on a proposed acquisition by Healthe Care Australia, a leading Australian private hospital operator. The deal is worth A$150 million (US$114.7m). Recently acquired itself for A$1 billion (US$764.8m) by Luye Medical Group, Healthe Care operates a portfolio of 17 hospital sites in major cities and key regional areas across Australia. Luye Medical Group comprises a network of healthcare service facilities across China. Despite the bid being non-binding and indicative as well as subject to due diligence, Pulse says it will engage further with Healthe Care, with due diligence expected to be completed within six weeks. Melbourne partner James Stewart led the transaction.

Rajah & Tann Singapore is advising Singapore and Hong Kong-listed China New Town Development on its voluntary delisting in Singapore while maintaining its listing in Hong Kong, pursuant to a conditional cash exit offer by way of selective share buyback. Based on the tender price of S$0.07 (US$0.05) per share, the group is valued at approximately S$689.22 million (US$496m). The group is an established integrated urbanisation developer and operator in China. Partners Danny Lim and Penelope Loh are leading the transaction while Winston & Strawn is acting as Hong Kong counsel.

Shook Lin & Bok has acted for Mitsui on its joint venture with the Ascendas-Singbridge Group for the S$1 billion (US$719.8m) redevelopment of the former CPF Building at 79 Robinson Road into a new Grade A office building. Mitsui participated in the JV via a consortium comprising of Mitsui and a wholly-owned subsidiary of Tokyo Tatemono, a Japanese real estate company listed on the Nikkei 225. The JV was carried out through a JV company, Southernwood Property, in which subsidiaries of Ascendas-Singbridge and the Japanese consortium hold 65 percent and 35 percent stakes, respectively. Partners Andrea Chee, Chew Mei Choo and Melissa Lim led the transaction.

Sullivan & Cromwell is representing China Oceanwide Holdings Group on its definitive agreement with Genworth Financial (US) under which China Oceanwide has agreed to acquire all of the outstanding shares of Genworth for approximately US$2.7 billion. New York corporate partners Stephen Kotran, Robert DeLaMater and Marion Leydier are leading the transaction, which was announced on October 23, 2016.

WongPartnership is acting for Ranhill Water Technologies (Cayman), a subsidiary of Ranhill Holdings, listed on Bursa Malaysia, on its sale of 60 percent of Ranhill Water (Hong Kong) to Asia Wisdom Investments, a subsidiary of Singapore-listed SIIC Environment Holdings, for Rmb273.9 million (US$40.4m). Partners Gerry Gan and Miao Miao are leading the transaction.

WongPartnership is also acting for Keppel Land on the divestment by its wholly-owned subsidiary, Wiseland Investment, of its entire shareholding interest in Wiseland Investment (Myanmar) to Eden Hotels and Resort, a Myanmar-based hospitality group. Wiseland Investment (Myanmar) owns and operates the Sedona Hotel in Mandalay, Myanmar. Partners Susan Wong, Low Kah Keong, Teo Hsiao-Huey, Felix Lee, Goh Wanjing and Suegene Ang are leading the transaction.