Deals – October 7, 2015

Allen & Gledhill has also advised Ascendas Real Estate Investment Trust (A-REIT) and Ascendas Funds Management (S) Ltd, as manager of A-REIT, in respect of the A$1.013 billion (US$720.4m) acquisition of a portfolio of 26 Australian logistics properties from the real estate arm of GIC and Frasers Property Australia Pty Ltd. The acquisition is A-REIT’s first acquisition in Australia. The portfolio of properties being acquired comprises the largest direct offering of a portfolio of high quality institutional grade logistics properties in Australia and is among the largest in the Asia-Pacific region. With the size and geographical spread of the portfolio of properties, A-REIT will be able to establish a strategic presence as the eighth largest national industrial landlord in the Australian market. Partners Jerry Koh, Foong Yuen Ping and Teh Hoe Yue led the transaction.

Allen & Overy has advised Bank of China (Hong Kong) Ltd in respect of its issue of a panda bond under its approved quota of RMB10 billion (US$1.57b), making it one of the first foreign commercial banks to issue a panda bond. China regulatory partner Jane Jiang led the transaction.

Allen & Overy has also advised The Hongkong and Shanghai Banking Corp Ltd in respect of its issue of panda bonds, making it one of the first foreign commercial banks to issue panda bonds in the China interbank bond market. International capital markets partner Yvonne Siew, with principal associate Jacqueline Chan, led the transaction.

AZB & Partners is acting as domestic counsel for Narayana Hrudayalaya Ltd in respect of its IPO which is structured as an offer for sale of approximately 6.3 million equity shares by Ashoka Investment Holdings Ltd, 1.9 million equity shares by Ambadevi Mauritius Holding Ltd, 8.2 million equity shares by JPMorgan Mauritius Holdings IV Ltd and 2 million equity shares each by DR Devi Prasad Shetty and Shakuntala Shetty. The issue will constitute at least 10 percent of the fully diluted post issue paid-up equity share capital of the company. Axis Capital Ltd, IDFC Securities Ltd and Jefferies India Private Ltd are underwriters to the offering. Partners Srinath Dasari and Lionel Almeida are leading the transaction which was announced on 29 September 2015.

Clayton Utz has advised Origin Energy in respect of its A$2.5 billion (US$1.78b) entitlement offer. Partner Stuart Byrne led the transaction whilst Sidley Austin acted as US/deal counsel.

Clifford Chance has advised the State Oil Fund of the Republic of Azerbaijan (SOFAZ) in respect of the acquisition of a retail building named ‘Kirarito Ginza’ located in Ginza, the renowned shopping and entertainment district in central of Tokyo, Japan. SOFAZ acquired the property for approximately ¥50 billion (US$415.2m) from an SPC vehicle GK John. This is SOFAZ’s first real estate investment in Japan and its second transaction in Asia. SOFAZ was established in 1999. Under the new policy introduced in 2011, SOFAZ started investing up to five percent of its investment portfolio in real estate. Its portfolio includes real properties in London, Paris, Moscow and Seoul. Tokyo partner Eiichi Kanda, supported by partner Leng-Fong Lai, led the transaction.

Clifford Chance has also advised the Government of Indonesia in respect of its issuance of approximately ¥100 billion (US$830.6m) samurai bonds, one tranche guaranteed by JBIC and two tranches nonguaranteed. This was the first nonguaranteed samurai bond issued by the Government of Indonesia in over 30 years. Partners Reiko Sakimura and Eiichi Kanda, supported by the firm’s associated law firm in Indonesia, Linda Widyati & Partners, led by partner Arisia Pusponegoro, led the transaction.

Cyril Amarchand Mangaldas has advised Bank of America Corp in respect of DSP Merrill Lynch Ltd’s sale, directly and through its subsidiaries, of its wealth management business in India to an affiliate of the Julius Baer Group in India, as part of the divestiture of the non-US global private wealth management business of Bank of America Corp to the Julius Baer Group. The asset transfer in India corresponds to more than INR404 billion (US$6.18b) whilst the business comprised of client assets of US$84 billion as of 2012 when the global agreement was executed. The deal closed on 30 September 2015. Mumbai managing partner Cyril Shroff, partners Ipsita Dutta and Radhika Gaggar, supported by partners Rashmi Pradeep, Arun Prabhu, Nisha Kaur Uberoi, Sandeep Dave and S R Patnaik, led the transaction whilst Cleary Gottlieb Steen & Hamilton acted as global counsel. Linklaters acted as global counsel to the Julius Baer Group.

Davis Polk has advised the joint book-runners and joint lead managers in respect of a Regulation S offering by Weichai International Hong Kong Energy Group Co Ltd of US$400 million 4.125 percent guaranteed bonds due 2020. The bonds are guaranteed by HKSE and Shenzhen Stock Exchange-listed Weichai Power Co Ltd, one of the leading manufacturers of automotive and equipment products in China with a diversified product portfolio covering powertrain, heavy-duty trucks, construction machinery, hydraulic devices and related components. Partner William F Barron led the transaction.

DLA Piper has advised Shanghai Jin Jiang International Hotels (Jin Jiang), a leading hotel group in China, in respect of its approximately US$1.3 billion investment in Plateno Group, giving it an 81 percent stake in the company. The deal values Plateno Group at RMB10.8 billion (US$1.7b). Plateno Group operates hotels across China through a series of brands covering the full spectrum of the market, including 7 Days, Portofino and Lavande. Upon completion of the acquisition, Jin Jiang will be operating over 6,000 hotels in 55 countries and will become the 5th largest hotel group globally. Shanghai partner Roy Chan, supported by Hong Kong partner Anderson Lam, led the transaction.

J Sagar Associates has advised BLP Energy Private Ltd in respect of its fund raising exercise from Enel Green Power, an Italian multinational renewable energy company. BLP Energy develops and operates electricity generation facilities using renewable energy technology in India. Partner Sidharrth Shankar led the transaction. Enel Green Power was represented by Ashurst Singapore & Italy and Khaitan & Co.

J Sagar Associates has also advised the existing promoter of Sohan Lal Commodity Management Private Ltd (SLCM) and US-based fund Creation Investments in respect of the approximately INR100 crores (US$15.3m) recent fund raising exercise led by Creation Investments Capital Management. SLCM Group is an integrated player that provides one-stop solution to the end user with diversified portfolio of services ranging from warehouse management, agriculture financing, collateral management to procurement. Partners Sidharrth Shankar and Lalit Kumar led the transaction.

Khaitan & Co has acted as Indian counsel for GlaxoSmithKline Plc (GSK) in respect of the Indian leg of GSK’s major three-part global transaction with Novartis AG, pursuant to which GSK is forming a consumer health joint venture with Novartis whilst, at the same time, buying Novartis’ vaccines business and divesting its cancer drugs portfolio to Novartis. The three inter-conditional deals are worth over US$20 billion. GSK is a British multinational pharmaceutical, biologics, vaccines and consumer healthcare company. Partners Haigreve Khaitan and Sharad Vaid, assisted by executive director Daksha Baxi, partners Anand Mehta and Sudip Mullick and associate partner Anshul Prakash, led the transaction.

Khaitan & Co has also advised Natco Pharma Ltd in respect of its approximately US$52 million qualified institution placement. Incorporated in 1981, Natco Pharma is one of the leading players in domestic oncology segment. It operates seven manufacturing facilities which are located in Telangana, Uttarakhand, Tamil Nadu and Assam and is engaged in manufacturing parenterals, APIs and FDFs. Natco Pharma has a dedicated R&D facility housed at the Natco Research Centre in Hyderabad, Telangana and an R&D unit in Kothur manufacturing facility. Partner Abhimanyu Bhattacharya led the transaction.

King & Wood Mallesons has acted as international counsel for Qingdao City Construction Investment (Group) Ltd (QCCI) in respect of its US$500 million perpetual capital bond offering through its Hong Kong subsidiary. QCCI is the investment and financing platform of the Qingdao government and plays an important role in implementing the municipality’s blueprint for urban planning and municipal construction. It is primarily engaged in the development of large-scale infrastructure projects, primary land development, social affordable housing and commodity housing, water treatment, tourism and travel services and financial services. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction which is the first US-dollar perpetual securities sale by a Chinese local government financing vehicle.

King & Wood Mallesons has also acted as international counsel for Weichai Power Co Ltd in respect of its US$400 million offering of 4.125 percent guaranteed bonds due 2020. The bonds are issued by Weichai International Hong Kong Energy Group Co Ltd, a wholly-owned subsidiary of Weichai Power, and are unconditionally and irrevocably guaranteed by Weichai Power. The bonds will be listed on the SGX. Weichai Power is one of the leading manufacturers of automotive and equipment products in China. The Group is considered as one of the most important state-owned enterprises in Shandong Province and is the backbone of Shandong’s industrial development. It manufactures and sells its products across China and more than 100 overseas countries. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, also led the transaction.

Kirkland & Ellis is advising the special committee of the board of directors of NASDAQ-listed AirMedia Group Inc in respect of its ‘going-private’ acquisition by a buyer group which includes AirMedia chairman and CEO Herman Guo Man, Dan Shao, Qing Xu and certain members of the AirMedia management. AirMedia is a leading operator of out-of-home advertising platforms in China targeting mid-to-high end consumers as well as a first-mover in the in-flight and on-train Wi-Fi market. The merger agreement was announced on 30 September 2015. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are leading the transaction.

Mourant Ozannes has represented China Cinda Finance (2014) II Ltd in respect of its ground-breaking listing on the Channel Islands Securities Exchange (CISE). It is the first time that the CISE has listed an issuer with an ultimate parent company domiciled in China. China Cinda Asset Management Co Ltd, the issuer’s ultimate parent, was incorporated in Beijing in 1999 and listed on the HKSE in 2013. The listing comprises three series of notes with an aggregate principal amount of US$500 million which have been issued by China Cinda Finance. The notes are guaranteed by China Cinda (HK) Holdings Company Ltd, the issuer’s Hong Kong-incorporated immediate parent. King & Wood Mallesons and Davis Polk & Wardell also advised China Cinda Finance.

Sidley Austin is representing PAG in respect of the sale of 51 percent of Universal Studios Japan to Comcast for US$1.5 billion. Singapore partner Gregory Salathé is leading the transaction.

Sullivan & Cromwell is representing Wells Fargo Securities LLC as financial adviser to Western Digital Corp in respect of its agreement with Unisplendour Corp Ltd (Unis) under which a subsidiary of Unisplendour will make a US$3.775 billion equity investment in Western Digital. Unis is a leading information technology company in China. Immediately following the closing of the investment, Unis will hold approximately 15 percent of Western Digital’s issued and outstanding shares of common stock based on the number of issued and outstanding shares as of 25 September 2015. New York partner Stephen M Kotran is leading the transaction which was announced on 30 September 2015 and is subject to certain regulatory approvals and customary closing conditions.

Vaish Associates has advised Fortis Healthcare Ltd in respect of the sale of the entire equity share capital held by Spring Healthcare India Trust, Spring Healthcare Pvt Ltd and Sabre Partners Trust in SRL Ltd, a subsidiary of Fortis Healthcare. SRL is engaged in the business of pathology, radiology, laboratory management and healthcare diagnostics management and operation. Bangalore corporate partner Vikas Keyal led the transaction which was valued at INR105.2 crores (US$16m). Trilegal Mumbai advised Spring Healthcare India Trust, Spring Healthcare Pvt Ltd and Sabre Partners Trust.

WongPartnership is acting for international urbanisation consultant Surbana International Consultants Holdings Pte Ltd in respect of its acquisition of Sinosun Architects & Engineering Co Ltd, a PRC-based multi-disciplinary local design institute. Partners Joseph He and Miao Miao are leading the transaction.