Allen & Gledhill has acted as transaction counsel for CVC Capital Partnersand the sellers on the US$1.2 billion 100 percent sale of Softex Indonesia, a leading personal care business in Indonesia, to Kimberly-Clark. This transaction involved deploying a US-style warranty and indemnity insurance policy (W&I) for an Indonesian transaction, as opposed to the more customary Asian W&I insurance policy. Partners Prawiro Widjaja, Elsa Chen and Eugene Ho led the firm’s team in the transaction, while partner Rahmat Soemadipradja from Soemadipradja & Taher, Allen & Gledhill’s alliance firm in Indonesia, advised on the Indonesian aspects.
Allen & Gledhill has also acted as transaction counsel for Rainbow Readers on the S$730 million (US$536.4m) sale of its equity interest in Canadian International School to China Maple Leaf Educational Systems, an operator of K-12 schools listed in Hong Kong. Rainbow Readers is the joint venture between Southern Capital and HPEF Partners. Canadian International School is one of the largest international schools in Singapore. Partners Steven Seow, Ko Xiaozheng, Hoo Sheau Farn and Gloria Goh led the firm’s team in the transaction.
Appleby has acted as Cayman Islands counsel to China Baofeng (International), a Cayman Islands company with shares previously listed in Hong Kong, on its privatisation via scheme of arrangement. The scheme was approved at the meeting of scheme shareholders on August 17, 2020, and became effective on September 4, 2020. The total amount of consideration payable for the cancellation of the scheme shares pursuant to the scheme is approximately HK$540 million (US$70m). China Baofeng engages in photovoltaic power generation projects and the sale of lighting products, lamp shades, furniture sets and other home accessory products. Vincent Chan and partner Eliot Simpson, supported by Cayman partner Tony Heaver-Wren, led the firm’s team in the transaction.
AZB & Partners has advised Tiger Global Management on its acquisition of a minority stake in Zomato. Partners Ashwath Rau, Jasmin Karkhanis and Bharat Budholia led the firm’s team in the transaction, which was valued at Rs7.35 billion (US$100m) and was completed on September 10, 2020.
AZB & Partners has also advised SLP Beta Holdings Cayman (Silverlake) on its acquisition, along with other investors, of a minority stake in Think & Learn (Byju’s). Partner Roxanne Anderson led the firm’s team in the transaction, which was valued at US$500 million and was completed on September 10, 2020.
Baker McKenzie has advised Asian Citrus Holdings on the resumption of trading of its shares in Hong Kong starting September 1, 2020. This marks an important case in Hong Kong, where a listed company resumed trading of its shares under the city’s new delisting regime, and that the Listing Committee’s decision to cancel the listing has been overturned under the new review structure. Asian Citrus plants, cultivates and sells agriculture produce and distributes various high-quality fruits in China. Trading of the company’s shares has been suspended since September 29, 2016. Hong Kong capital markets partner Lawrence Lee led the firm’s team in the transaction.
Davis Polk has advised the joint book-runners and lead managers on Mizuho Financial Group’s SEC-registered takedown offering of senior notes, which consisted of US$900 million principal amount of 0.849 percent senior fixed-to-floating-rate notes due 2024, US$800 million principal amount of 1.979 percent senior fixed-to-floating-rate notes due 2031 and US$300 million principal amount of senior floating-rate notes due 2024. Structured to count as total loss-absorbing capacity, under the Japanese TLAC regulations, the notes are listed in Singapore. Mizuho Financial Group is a Japanese bank holding company that is the ultimate parent company of the Mizuho Group, one of the largest financial institution groups in the world. Partner Jon Gray led the firm’s team in the transaction.
Davis Polk has also advised the lead placement agent on I-Mab’s US$418 million private placement of approximately 29.13 million ordinary shares and warrants to subscribe for approximately 5.34 million ordinary shares. I-Mab is a dynamic, global biotech company exclusively focused on discovery, development and soon commercialization of novel or highly differentiated biologics in the therapeutic areas of immuno-oncology and autoimmune diseases. New York partner Yasin Keshvargar led the firm’s team in the transaction.
Eversheds Sutherland has advised DBS Asia Capital, as the financial adviser to Skyworth Group, on a share buyback by Skyworth. The total deal value is approximately HK$1.84 billion (US$237.4m), based on a conditional cash offer to buy-back up to 392 million shares at HK$2.80 (US$0.36) per share. The offer also involved an application by Skyworth’s controlling shareholder for a whitewash waiver. Skyworth manufactures and markets advanced consumer electronic products and accessories. Skyworth is also involved in property development. The company was established in 1988, headquartered in Hong Kong and listed in Hong Kong in 2000. Asia corporate head Stephen Mok led the firm’s team in the transaction.
Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law), a member firm of Rajah & Tann Asia, has advised AC Energy Philippines on the investment arrangements between AC Energy and Thomas Lloyd Group. Partner Annalisa Carlota led the firm’s team in the transaction, which was valued at approximately PH₱2.8 billion (US$57.8m).
HHP Law Firm has advised PasarPolis, an Indonesian insurtech company, on the closing of its US$54 million series B funding. Founded in 2015 in Jakarta, PasarPolis offers affordable micro-insurance to ride-hailing drivers, couriers and online shoppers and sellers. In 2019, PasarPolis has sold more than 650 million policies. Gerrit Jan Kleute led the firm’s team in the transaction.
JSagar Associates has represented UltraTech Cement (UTC) before Ld. Andhra Pradesh Electricity Regulatory Commission (APERC) on obtaining a relief that the power consumed from waste-to-heat recovery system (WHRS)-based cogeneration plants has to be treated at par with consumption of electricity from renewable energy sources. Consequently, Ld. APERC has, for the first time, held that that the consumption of electricity from a WHRS is eligible for the twin benefits of exemption from renewable purchase obligation (RPO) and of set-off against the RPO requirement for consumption of power from conventional sources. RPO is a dispensation under the Electricity Act 2003, where certain entities consuming energy, other than the area distribution licensees, from conventional fossil fuel sources are mandated to purchase a percentage of their requirement from renewable energy sources. Ld. APERC’s order will provide a major relief to various manufacturing units across cement, metal and chemical industries, which are round-the-clock manufacturing processes consuming a large volume of power. Joint managing partner Amit Kapur and partners Abhishek Munot and Kunal Kaul led the firm’s team in the transaction.
Khaitan & Co has acted as Indian counsel to British Columbia Investment Management (BCI) on its acquisition, alongside Brookfield Infrastructure Partners, Singapore’s sovereign wealth fund GIC and other investors, of 100 percent stake of Tower Infrastructure Trust, an InvIT that holds 100 percent stake in Reliance Jio Infratel, from the Reliance Group. Reliance Jio Infratel owns approximately 135,000 communication towers, which forms its telecommunication network. More towers are planned, increasing the total number of towers in the transaction to approximately 175,000. The total equity commitment for the transaction is approximately US$3.4 billion. BCI is one of Canada’s largest institutional investors, with over C$171 billion (US$130b) of managed net assets. Partners Siddharth Shah, Anuj Shah, Aashutosh Sampat, Vivek Mimani and Shantanu Gupta, supported by partners Anisha Chand and Bijal Ajinkya, led the firm’s team in the transaction, which was completed on August 31, 2020. AZB & Partners, led by partners Gautam Saha, Sachin Mehta, Ambarish Mohanty, Swati Chauhan, Nikhil Bahl, Samir Gandhi and Hemangini Dadwal, represented Brookfield Asset Management, while Cyril Amarchand Mangaldas represented Reliance Industries. Nishith Desai and Associates represented GIC.
Khaitan & Co has also advised CJK Group and its subsidiary KnowledgeWorks Global on the acquisition of Cenveo Services and Cenveo Learning from Cenveo Worldwide. Partners Sharad Moudgal and Indruj Rai led the firm’s team in the transaction, which was completed on September 8, 2020. Lathrop GPM advised the clients on US law.
L&L Partners has advised Platinum Equity, a global investment firm with approximately US$23 billion of assets under management and a portfolio of approximately 40 operating companies, on the India leg of its global acquisition of Deluxe Entertainment Services’ distribution business. Partner Damini Bhalla, supported by partner Gunjan Mishra and senior partner Mohit Saraf, led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as global counsel.
L&L Partners has also assisted Baker & McKenzie London on the India leg of KKR’s recent proposed multi-jurisdiction acquisition of a majority stake in Coty’s professional beauty and retail haircare division businesses. Partner Damini Bhalla led the firm’s team in the transaction, which has a reported global value US$4.3 billion.
Maples Group has acted as BVI counsel to Yunnan Energy Investment Overseas Finance on its issue of US$150 million 3.5 percent guaranteed bonds due 2023 and US$150 million 4.5 percent guaranteed perpetual capital securities, guaranteed by Yunnan Provincial Energy Investment Group. The guarantor and its subsidiaries are principally engaged in the investment and development of the energy sector in Yunnan Province of China. The bonds and the securities are listed in Hong Kong. Juno Huang led the firm’s team in the transaction, while Herbert Smith Freehills advised as to English and Hong Kong laws and Beijing Dentons Law Office advised as to Chinese law. The managers were advised by Linklaters as to English and Hong Kong laws and by Jingtian & Gongcheng as to Chinese law.
Maples Group has also acted as BVI counsel to China Great Wall International Holdings V on its issuance of US$500 million 2.375 percent guaranteed senior notes due 2030, guaranteed by China Great Wall AMC (International) Holdings. The guarantor is a direct wholly-owned subsidiary of China Great Wall Asset Management, one of the four leading asset management companies and a leading provider of comprehensive financial services and innovative products in China. The notes are listed in Hong Kong. Karen Zhang Pallaras led the firm’s team in the transaction, while Clifford Chance acted as English law counsel. Linklaters acted as the English law counsel to the joint lead managers.
Paul Hastings has represented Contemporary Ruiding Development (CRD) on its debut offshore bond issuance. The offering involved US$1 billion 1.875 percent guaranteed bonds due 2025 and US$500 million 2.625 percent guaranteed bonds due 2030, guaranteed by Contemporary Amperex Technology (CAT). The firm advised both the issuer and the guarantor, as to Hong Kong and English laws aspects of the transaction. The Hongkong and Shanghai Banking Corporation, Merrill Lynch (Asia Pacific), ICBC International Securities and CMB International Capital acted as the joint global coordinators, joint book-runners and joint lead managers. Barclays Bank, Bank of China, CCB International Capital, China CITIC Bank International, China Everbright Bank Hong Kong Branch, China Minsheng Bank Hong Kong Branch, China PA Securities (Hong Kong), Citigroup Global Markets, Shanghai Pudong Development Bank Hong Kong Branch and Standard Chartered Bank acted as the joint book-runners and joint lead managers. CRD is an indirect wholly-owned subsidiary of CAT, a leading manufacturer of lithium-ion battery based in the Fujian Province in China. The proceeds from this offering will be used for financing its offshore project construction and working capital. Raymond Li, global partner and chair of Greater China and corporate, and partner James Ma, led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Koufu, a wholly-owned subsidiary of Koufu Group, on the S$22 million (US$16.2m) acquisition of the entire issued and paid-up ordinary shares in the capital of Deli Asia (S), DeliSnacks, Dough Culture and Dough Heritage. Partner Hoon Chi Tern led the firm’s team in the transaction, which marks Koufu’s first acquisition since its IPO.
Shardul Amarchand Mangaldas & Co has advised State Bank of India on providing financial assistance for purchasing the third bundle of toll-operate-transfer (TOT) road assets auctioned by the National Highways Association of India (NHAI) under the government’s model to nine Indian special purpose vehicles of Cube Mobility Investments, part of Cube Highways group. Signed on September 7, 2020, the deal is valued at US$475.86 million. The TOT model developed by NHAI uses a onetime, upfront concession fee paid to the government, in return for the right to operate, maintain and collect tolls over 30 years on select operational national highway stretches. This landmark transaction is one of the largest financings in the Indian road sector. Partner Debashree Dutta, supported by partner Anurag Dwivedi, led the firm’s team in the transaction, while Shook Lin & Bok advised as the foreign lender counsel. Cube Highways was advised by Cyril Amarchand Mangaldas.
Simpson Thacher has represented the underwriters on New York-listed Yum China Holdings’ global offering and listing of shares of common stock in Hong Kong. Yum China offered approximately 41.91 million shares, under the new “Chapter 19C regime” introduced by the Hong Kong Stock Exchange to attract listings by high profile issuers that are already listed in the US and London. In conjunction with the Hong Kong listing, Yum China also conducted a global offering of new Hong Kong-listed shares of common stock, which will be fully fungible with the shares of common stock which are listed and traded in New York. The base offering size was HK$17.27 billion (US$2.2b), before exercise of the underwriters’ overallotment option. Goldman Sachs acted as the sponsor for the global offering and, together with Citigroup, CMBI and UBS, as joint global coordinators for the global offering. Yum China is the largest restaurant company in China, in terms of 2019 system sales. With a vision to become the world’s most innovative pioneer in the restaurant industry, Yum China owns KFC, Pizza Hut, Taco Bell and some other emerging brands in China. Hong Kong partner Daniel Fertig led the firm’s team in the transaction.
WongPartnership has acted for DBS, as the financial adviser to the offeror, Orogreen Investment, on the voluntary conditional cash offer for SK Jewellery Group. Partner Dawn Law led the firm’s team in the transaction.
WongPartnership has also acted for KKR on the S$300 million (US$220.4m) funding round of PropertyGuru. Partner Kyle Lee led the firm’s team in the transaction.
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