Deals – September 14, 2016

Allen & Gledhill has also advised The Land Transport Authority of Singapore (LTA) on agreements with SBST Transit and SMRT Buses for 11 bus packages under the bus contracting model. Of the 11 packages, SBST will operate eight while SMRT will operate three. The estimated total contract fees are S$5.32 billion (US$3.9b) for SBST and S$1.87 billion (US$1.4b) for SMRT. Partners Kelvin Wong, Tham Kok Leong and Aloysius Ng led the transaction.

AZB & Partners has advised FIH Mauritius Investments on its acquisition of approximately 51 percent of Privi Organics. Partners Ashwin Ramanathan and Bhavi Sanghvi led the transaction which was valued at approximately Rs3.7 billion (US$55.4m) and was completed on August 26, 2016.

AZB & Partners is also advising International Finance Corporation on the grant an approximately Rs67 million (US$1m) convertible loan to Myanma Awba Group. Partners Gautam Saha and Amrita Patnaik are leading the transaction, which was signed on September 6, 2016 and is yet to be completed.

Bird & Bird ATMD is acting as Singapore counsel to Anacle Systems on its proposed listing on the Growth Enterprise Market of the Hong Kong Stock Exchange (HKSE). The company provides enterprise application software and energy management system for commercial property and building owners to better manage their real estate assets and facilities and their energy consumption. Its investors include iGlobe Platinum Fund, OWW Investments III, Majuven Fund 1 and BAF Spectrum. Partner Marcus Chow is leading the transaction while Tay & Partners, led by partner Teo Wai Sum, is acting as Malaysian counsel.

Cyril Amarchand Mangaldas has advised Prime Focus Technologies and Prime Focus on the investment, through a combination of equity shares and compulsorily convertible debentures, by Ambit Pragma Fund II into Prime Focus Technologies, a part of the Prime Focus Group and one of the world’s largest independent integrated media service providers. Mumbai corporate partner Ravi Kumar led the transaction, which was signed on August 22, 2016 and closed on September 2, 2016. Nishit Desai Associates advised Ambit Pragma Fund II and KPMG as the financial adviser.

Cyril Amarchand Mangaldas has also represented ANI Technologies (Ola) before the Competition Commission of India (CCI) against a complaint filed by certain radio taxi and auto rickshaw drivers. A group of radio taxi and auto rickshaw drivers filed a complaint with the CCI alleging that Ola is abusing its dominant position in the market. Ola refuted the allegations, highlighting the CCI’s observations in its previous decisions where, even in the narrower market, the CCI had not found Ola to be in a dominant position. The CCI noted that there exists stiff competition between at least Ola and Uber in the market for radio taxi services in Delhi. In the market for auto rickshaws in Delhi, the CCI observed that there are approximately 81,100 auto rickshaws in Delhi and Ola’s market share is approximately 19.75 percent. Thus, the CCI held that Ola is not dominant in either of the relevant markets. Mumbai competition law partner Bharat Budholia led the transaction. The complainants were represented by JP Legal.

J Sagar Associates has advised Cinepolis India on the acquisition of two cinema theatres from DLF Utilities, a subsidiary of DLF. DFL Utilities operated the said cinemas under the brand DT Cinemas, comprising seven screens located at Saket and GK-II. The Competition Commission of India approved the proposed combination on August 10, 2016. Cinepolis is the first international movie exhibitor to enter India and started its operations in 2009. Pursuant to this acquisition, Cinepolis has established its presence in the niche south Delhi market and increased its Indian presence to 267 screens in 41 Indian cities. Partners Upendra Nath Sharma, Pallavi Puri and Amitabh Kumar led the transaction. DFL Utilities was represented by Luthra & Luthra.

Khaitan & Co has advised Adontec India on its overseas direct investment and an investment by Subramania Natarajan in Works Applications Japan by way of subscription to Works Application’s common equity shares. Adontec India is a limited liability partnership incorporated on July 12, 2016 and is based out of Chennai. Associate partner Vineet Shingal, assisted by partner Bijal Ajinkya, led the transaction.

Khaitan & Co has also advised Bessemer Venture Partners on an approximately US$15 million Series C financing round of Nephrocare Health Services by SeaLink Capital Partners and International Finance Corporation. Bessemer Venture Partners is a US-based private venture capital firm managing more than US$4 billion invested in over 130 companies around the world. Partner Sharad Moudgal led the transaction.

Maples and Calder has acted as Cayman Islands counsel to the special committee of iDreamSky Technology on its US$592 million take-private by a buyer consortium led by iDreamSky CEO and board chairman Michael Xiangyu Chen and chief technology officer and director Anfernee Song Guan, together with certain existing shareholders and new investors, including V Capital, Prometheus Capital, Legend Capital, We Capital and Star VC. The deal closed on September 7, 2016. iDreamSky is one of the largest independent mobile game publishing platforms in China and distributes well-known international mobile games through its proprietary distribution channels and third-party channels. Partner Richard Spooner led the transaction while Shearman & Sterling acted as US counsel. Kirkland & Ellis acted for the buyer consortium.

Norton Rose Fulbright has advised SRE Group on its Rmb1.31 billion (US$196m) acquisition of an asset package from China New Town Development. The package comprises a portfolio of property projects mainly located in Shanghai Luodian New Town, including Lake Malaren Hospital Project, Lake Malaren Convention Centre, Crowne Plaza Lake Malaren Shanghai Hotel and Golf Clubhouse, and Lake Malaren Silicon Valley Project. Hong Kong-listed SRE Group is an integrated real estate developer focusing on high-quality development projects and renewal projects in first-tier cities in China, particularly in Shanghai. China New Town Development is listed on both the Main Board of the HKSE and on Singapore Exchange (SGX). The acquisition constitutes a major transaction and a connected transaction under the HKSE Listing Rules. Hong Kong partners Psyche Tai and Winnie Chan led the transaction.

Paul Hastings has represented Samsung Electronics on its acquisition of Dacor, a leading American brand in the luxury home appliance category. Through the acquisition, Samsung Electronics will expand its portfolio to premium and innovative home appliances under the Dacor brand. The deal closed on September 7, 2016. Seoul corporate partners Woojae Kim and Daniel Kim, supported by partners Stephen Harris (employment), Douglas Schaaf (tax) and Scott Hataway (antitrust), led the transaction.

Rajah & Tann Singapore is acting for Li Heng Chemical Fibre Technologies on the voluntary unconditional general offer by Provenance Capital, for and on behalf of Precious Joy Management, for all the issued and paid-up ordinary shares in the capital of the company other than those already owned or controlled by the offeror and the parties acting in concert with it. Based on the offer price of S$1.00 (US$0.735) per share, the offer values Li Heng at approximately S$340 million (US$250m). SGX-listed Li Heng’s principal activity is investment holding while the group is principally engaged in the manufacturing and sale of high-end nylon fibres and polyamide chips in China. Partners Howard Cheam and Hoon Chi Tern are leading the transaction.

Shearman & Sterling and Jingtian & Gongcheng have advised BofA Merrill Lynch, Deutsche Bank, Barclays and CCB International as underwriters on the offering of US$300 million 8.125 percent senior notes due 2019 by Xinyuan Real Estate, a New York-listed real estate developer and property manager that primarily focuses in China and, recently, in other countries. Shearman & Sterling partner Alan Yeung (Hong Kong capital markets) led the transaction. Sidley Austin, DaHui Lawyers and Maples and Calder acted for Xinyuan Real Estate.

Simpson Thacher is representing Primavera Capital Group and Ant Financial Services Group on the US$460 million investment in Yum China Holdings, concurrent with the completion of Yum China’s spinoff from New York-listed Yum! Brands. The spinoff and concurrent completion of the investment are expected to occur on October 31, 2016, with Yum China to commence trading on the NYSE as an independent company on November 1, 2016. Partners Patrick Naughton (New York) and Shaolin Luo (Beijing) led the transaction.

Sullivan & Cromwell is representing State Grid International Development (China) on its share purchase agreement with Camargo Correa (Brazil) pursuant to which it is expected that State Grid will acquire an approximately 23.6 percent stake of CPFL Energia (Brazil). New York corporate partners Sergio Galvis and Werner Ahlers and tax partner David C Spitzer are leading the transaction, which was announced on September 2, 2016.

WongPartnership has acted as lead counsel for the lender group on the grant of S$350 million (US$275.4m) syndicated loan facilities to HSBC Institutional Trust Services (Singapore), as trustee of Lippo Malls Indonesia Retail Trust, to refinance existing debt obligations of the group and to fund the acquisition of properties in Indonesia. Partners Christy Lim and Felix Lee led the transaction.

WongPartnership has also acted for Olam International on its issue of US$500 million subordinated perpetual securities under its US$5 billion euro MTN programme. Partner Khoo Yuh Huey led the transaction.