Deals – September 16, 2015

Cyril Amarchand Mangaldas has also advised People Interactive (I) Private Ltd in respect of the issuance of further capital via compulsorily convertible preference shares to foreign venture capital investors, namely SVB India Capital 2006 Trust and Westbridge Ventures II Investment Holdings and People Interactive promoters. Mumbai corporate partner Alice George led the transaction which was signed on 31 August 2015 and is expected to be completed on or before 15 October 2015. Westbridge Ventures was advised by AZB & Partners.

DLA Piper has represented Quantium Solutions Holdings Pte Ltd, a wholly-owned subsidiary of Singapore Post Ltd (SingPost), in respect of its acquisition by way of subscription of 50 percent of E Link Station Ltd’s issued shares. The purchase represents 1 million new shares for HK$8 million (US$1m). E Link operates a parcel locker business where it acts as a collection point by receiving and storing parcels on behalf of its customers. The firm also advised on Quantium’s acquisition of a significant minority stake in Morning Express & Logistics Ltd, a logistics document and parcel delivery services in Hong Kong. The agreement covers the purchase of 33 percent of the issued share capital and is valued at HK$39.6 million (US$5.1m), with a further potential earn-out payment of another HK$39.6 million (US$5.1m). The deals signed after five months of negotiations and represent SingPost’s continuing strategy to strengthen its e-commerce logistics presence in Hong Kong and establish an integrated ecosystem for parcel deliveries across multiple channels. Corporate partner Heng Loong Cheong, supported by partners Julia Gorham, Scott Thiel, Satpal Gobindpuri and Susheela Rivers, led the transactions which were signed and closed on 28 August 2015.

HSA Advocates has advised the State Bank of India (SBI) in respect of the INR1.2 billion (US$18m) financing, with Punjab National Bank and HDFC Bank Ltd, for the modernisation and expansion of a project in Punjab. The project includes the laying of optic fiber cable and provision for set top boxes in the state. Managing partner Hemant Sahai and associate partner Nilesh Chandra led the transaction which was concluded in August 2015.

Khaitan & Co has advised Zomato Media Private Ltd in respect of its Series B investment for a minority stake in Grab a Grub Services Private Ltd. Zomato Media is an online restaurant search and discovery service providing information on home delivery, dining-out, cafés and nightlife in cities of India. Associate partner GT Thomas Phillippe led the transaction.

Khaitan & Co has also advised YourStory Media Private Ltd and its promoter Shradha Sharma in respect of the Series A primary investment by Kalaari Capital, Qualcomm Ventures, Mr Mohandas Pai and Mr Ratan Tata and secondary investment by certain investors. A media platform for entrepreneurs, YourStory was started in 2008. Since its inception, YourStory has profiled stories of more than 15,000 entrepreneurs and has provided business networking opportunities to more than 50,000 entrepreneurs via conferences and meetups. Associate partners Udayarkar Rangarajan and Sharad Moudgal led the transaction.

Luthra and Luthra Law Offices has advised global alternative asset manager The Carlyle Group in respect the buyout of Dr GSK Velu’s stake in multinational diagnostic chain Metropolis Healthcare Ltd. Promoted and led by Managing Director and CEO Ameera Shah, Metropolis Healthcare is a chain of pathology laboratories with presence in India, Sri Lanka, United Arab Emirates, South Africa, Kenya, Mauritius and Ghana. Senior partner Mohit Saraf and partner Bikash Jhawar, supported by partners Suyash Srivastava and Gayatri Roy, led the transaction.

Shardul Amarchand Mangaldas & Co has acted as Indian counsel to Navkar Corp Ltd in respect of its IPO which opened on 24 August 2015 and closed on 26 August 2015. Navkar is a Mumbai-based operator of container freight stations. Its IPO involved sale of approximately 38.7 million equity shares aggregating to INR600 crores (US$90.4m). The IPO comprised of a fresh issue of INR510 crores (US$76.86m) and an offer for sale INR90 crores (US$13.56m) by Sidhhartha Corp Private Ltd, a member of its promoter group. Axis Capital Ltd, Edelweiss Financial Services Ltd and SBI Capital Markets Ltd acted as the underwriters. Partner Prashant Gupta, supported by partner Sayantan Dutta, led the transaction which was completed on 4 September 2015. S&R Associates and Jones Day acted as the Indian and international legal counsel, respectively, to the underwriters.

Shook Lin & Bok has acted for Aspial Corp Ltd and its subsidiary Aspial Treasury Pte Ltd in respect of Aspial Treasury’s maiden retail bond issue of S$150 million (US$107m) 5-year 5.25 percent bonds due 2020. Guaranteed by Aspial Corp, the bonds comprise of a S$100 million (US$71.28m) public offer and a S$50 million (US$35.6m) placement to institutional and other investors. Partners Marilyn See and Lian Shueh Min led the transaction.

Simmons & Simmons has advised Hana Financial Group, one of the largest Korean banking and financial institutions holding companies, in respect of the Hong Kong aspects of the merger of two of its subsidiaries, Hana Bank and Korea Exchange Bank. The merger was the biggest banking merger transaction based on asset value in Korea. The surviving bank was renamed KEB Hana Bank upon the merger on 1 September 2015. KEB Hana Bank is now Korea’s largest lender, with assets of 298.8 trillion won (US$253.3b). Hong Kong partners Richard McKeown and Jay Lee led the transaction.

Skadden is advising Mitsui Sumitomo Insurance Co Ltd (MSI) in respect of its £3.468 billion (US$5.34b) proposed acquisition of Amlin plc. MSI is a major subsidiary of Japan-listed global insurance group MS&AD and is a leader in the non-life insurance market in Japan. MSI operates a portfolio of non-life insurance businesses, including in the marine, aviation, property and casualty categories. London-headquartered and LSE-listed Amlin is a leading global specialty insurer and reinsurer operating across twenty locations worldwide. London corporate partners Scott Hopkins and Robert Stirling, banking partner Mark Darley, tax partner Tim Sanders, Brussels competition partner Simon Baxter and Tokyo corporate partner Hiro Kamiya are leading the transaction which was announced on 8 September 2015. Linklaters advised Amlin whilst Sullivan & Cromwell and Clifford Chance advised Goldman Sachs as lead financial adviser and lender.

Squire Patton Boggs has acted as US and international law counsel for Macquarie Capital Securities, Edelweiss Capital and SBI Capital as the underwriters in respect of the US$56 million IPO of Prabhat Dairy Ltd, the first Indian dairy company to list publicly. Prabhat Dairy is one of the largest producers and consumers of dairy products in the world. The company is backed by private equity investors India Agribusiness Fund, Rabobank’s India-focused private equity firm, and Proparco, the private sector investment arm of Agence Française de Développement, both of whom sold some of their shares through the IPO. Singapore corporate partner Biswajit Chatterjee led the transaction. Cyril Amarchand Mangaldas advised Prabhat Dairy on Indian law issues. J Sagar Associates advised the selling shareholders.

Squire Patton Boggs has also acted as US and international law counsel for Kotak Mahindra Capital, India Infoline and Motilal Oswal Investment Advisors as the underwriters in respect of the US$42 million IPO of Power Mech Projects Ltd. Founded in 2009, Power Mech Projects is one of India’s leading integrated power infrastructure services companies providing engineering services to the power sector, including the construction, testing and commissioning of boilers, turbines and generators. The Power Mech offering was oversubscribed 37 times and received bids for 113.46 million shares compared with the total issue size of 2.99 million shares. Singapore corporate partner Biswajit Chatterjee also led the transaction which was the third most subscribed offering in India in 2015. Luthra and Luthra Law Offices advised on Indian law issues. Power Mech was advised by K Law.

Vaish Associates has advised Hindustan Unilever Ltd (HUL) in respect of its agreement with Nimman Foods Private Ltd for the sale to Nimman Foods of HUL’s bread and bakery products division under the brand name “Modern”, which has operations at six locations across India. Nimman Foods is an investee company of the Everstone Group. Partner Bomi F Daruwala led the transaction which was executed on 8 September 2015 and is subject to the statutory approvals, including from the Competition Commission of India.

WongPartnership is acting for Berkley International Ltd in respect of the approximately S$117.5 million (US$83.75m) voluntary conditional cash offer made by DBS Bank Ltd, for and on behalf of Berkley, to acquire all the issued and paid-up ordinary shares of Lizhong Wheel Group Ltd, other than those shares held, directly or indirectly, by Berkley as of the date of the offer. This is a privatisation by the target company’s major shareholder. Partners Andrew Ang and Quak Fi Ling are leading the transaction.

WongPartnership is also acting for Hareon Solar Singapore Private Ltd, a subsidiary of Shanghai Stock Exchange-listed Hareon Solar Technology Co Ltd, in respect of its up to US$35 million investment in Nereus Capital Investments (Singapore) Pte Ltd, which will invest in companies or other entities in India on a project-by-project basis. Partner Dawn Law is leading the transaction.