Deals – September 2, 2015

Appleby has acted as Bermuda counsel to Nasdaq-listed Global Sources Ltd in respect of its approximately US$50 million cash tender offer to purchase up to approximately 6.67 million common shares. Approximately 12.77 million shares were properly tendered at US$7.50 per share between 26 June 2015 and 12:00 midnight EDT on 27 July 2015. Global Sources is a leading business-to-business media company and a primary facilitator of trade with Greater China. The core business facilitates trade between Asia and the world using English-language media, such as online marketplaces (GlobalSources.com), print and digital magazines, private sourcing events and trade shows. Group Chairman and Hong Kong Managing Partner Frances Woo led the transaction.

AZB & Partners has advised FIH Mauritius Investments Ltd, a wholly-owned subsidiary of Fairfax India Holdings Corp, in respect of Fairfax’s acquisition of approximately 74 percent of the equity shares of National Collateral Management Services Ltd. Partner Ashwin Ramanathan led the transaction which was valued at INR8 billion (US$120.6m) and was completed on 19 August 2015.

AZB & Partners is also advising Lafarge India Private Ltd in respect of its arrangement with Birla Corp Ltd to acquire the cement business of Sonadih and Jojobera for approximately INR50 billion (US$753.7m). Partners Alka Nalavadi and Anind Thomas are leading the transaction which was announced on 17 August 2015 and is yet to be completed.

Baker & McKenzie has advised Australian biotechnology company Benitec Biopharma Ltd in respect of its US$13.8 million IPO in the US with a listing on the NASDAQ Capital Market. ASX-listed Benitec completed its US IPO on 21 August 2015. Benitec is commercialising a CSIRO-developed and patented gene silencing technology called DNA directed RNA interference (ddRNAi) which has the potential to cure a wide range of life-threatening human conditions. Benitec is developing treatments for hepatitis C and B, drug resistant lung cancer and wet age-related macular degeneration. Sydney-based US corporate partner Andrew Reilly led the transaction.

Cadwalader, Wickersham & Taft has advised HNA Capital Group Co Ltd in respect of the offering of US$200 million 4.5 percent guaranteed bonds due 2018 by BL Capital Holdings Ltd, an offshore company that operates as an SPV for HNA Capital. The offering was underwritten by Barclays Bank PLC, Bank of China Ltd, China Everbright Securities (HK) Ltd and Guotai Junan Securities (Hong Kong) Ltd. Completed on 17 August 2015, this is the first third-party guaranteed US dollar bond deal in China. The bonds are guaranteed by China United SME Guarantee Corp, with a “keepwell deed” provided by HNA Capital. Under the keepwell deed, HNA Capital will undertake to ensure that the issuer has sufficient liquidity to make timely payments under the bonds in accordance with their terms of payment. HNA Capital is an integrated financial services provider that operates under the HNA Group, which also owns China’s fourth largest airline, Hainan Airlines. China United SME Guarantee, headquartered in Beijing, provides credit enhancement on financial products, such as bonds and loans. Beijing corporate and capital markets partner Rose Zhu and Hong Kong capital markets partner Jeffrey Maddox led the transaction.

Clifford Chance has advised Mitsubishi Corp in respect of its acquisition of a strategic stake in SGX-listed Olam International Ltd for approximately US$1.1billion. Mitsubishi is one of Japan’s biggest trading houses whilst Olam is one of the world’s leading traders in commodities. Mitsubishi and Olam have entered into a subscription agreement under which Olam will issue to Mitsubishi approximately 12 percent of its enlarged issued share capital for S$2.75 (US$1.95) for each new share. Simultaneously, Mitsubishi is acquiring a number of existing Olam shares from one of the current shareholders of Olam, Kewalram Singapore Ltd. Following completion of the subscription and acquisition, this will give Mitsubishi, in aggregate, 20 percent of Olam’s enlarged issued share capital. Partners Lee Taylor and Kathy Honeywood, supported by partners Raymond Tong and Nish Shetty, led the transaction.

Conyers Dill & Pearman has advised Panda Re Ltd in respect of the issuance of US$50 million Series 2015-1 Class A Principal At-Risk Variable Rate Notes due 9 July 2018 pursuant to its note program. Charles Collis and Alexandra Macdonald led the transaction which represents the introduction of the first cat bond covering Chinese perils.

Conyers Dill & Pearman has also acted as BVI counsel to Full Alliance International Ltd in respect of the US$339 million privatization of Yongye International Inc. Hong Kong partner and firm co-chairman David Lamb led the transaction, working alongside Skadden, Arps, Slate, Meagher & Flom.

Davis Polk is advising Advanced Semiconductor Engineering Inc (ASE) in respect of its tender offers in the PRC and the US for common shares and American depositary shares of Siliconware Precision Industries Co Ltd at TW$45 (US$1.38) per common share and TW$$225 (US$6.93) per ADS, payable in the equivalent amount of US dollars. ASE plans to acquire an estimated maximum of 779 million Siliconware common shares, including common shares represented by ADSs, equivalent to approximately 25 percent of the common shares issued by Siliconware. ASE is the world’s largest provider of independent semiconductor manufacturing services in assembly, test, materials and design manufacturing. Nasdaq and Taiwan-listed Siliconware is a leading provider of comprehensive semiconductor assembly and test services. Partners George R Bason Jr and James C Lin led the transaction.

Eversheds is advising Singapore-based and SGX-listed real estate company Rowsley Ltd in respect of its investment in a £200 million (US$308.6m) landmark project in central Manchester with former Manchester United football stars Gary Neville and Ryan Giggs. Rowsley will pay approximately £40 million (US$61.7m) to acquire a 75 percent stake in St Michael Investments Pte Ltd, a company set to develop the hotel, office, residential and retail project in the heart of Manchester city centre. Beijing Construction Engineering Group (BCEG) will own 21 percent of St Michael Investments whilst Neville and Giggs will own two percent each. Corporate partner Alistair Cree and real estate partner Michael Buchanan are leading the transaction.

Khaitan & Co has advised Department of Disinvestment, Ministry of Finance, Government of India and Ministry of Petroleum and Natural Gas in respect of the approximately US$1.4 billion offer for sale (OFS) through the stock exchange by the President of India, acting through the Ministry of Petroleum and Natural Gas, of approximately 242.8 million equity shares representing 10 percent of the paid up equity capital of Indian Oil Corp Ltd by. This is the largest equity fund raise and largest OFS for FY 2015-16 to date. Indian Oil Corp is an Indian state-owned oil and gas corporation with headquartered in New Delhi, India. It is the world’s 119th largest corporation and the largest public corporation in India when ranked by revenue. Executive director Sudhir Bassi, partner Sharad Vaid and associate partner Madhur Kohli led the transaction.

Khaitan & Co has also advised Gleneagles Development Private Ltd, an indirect wholly-owned subsidiary of IHH Healthcare Berhad, in respect of the acquisition of 73.4 percent of Ravindranath GE Medical Associates Private Ltd (Global Hospitals) through a combination of secondary purchases from existing investors in Global Hospitals and subscription to a primary tranche for approximately US$194 million. IHH is a leading international provider of premium healthcare services in markets, such as Asia and Central & Eastern Europe, the Middle East and North Africa region. Dually-listed on the main markets of Bursa Malaysia Securities Berhad and the SGX-ST, IHH is the world’s second largest listed healthcare operator by market capitalisation. Partners Haigreve Khaitan and Anand Mehta, assisted by associate partner Rashmi Deshpande, led the transaction.

Kirkland & Ellis has represented Moelis & Company LLC as financial advisor to Nasdaq-listed Sucampo Pharmaceuticals Inc, in respect of the launch of an all-cash tender offer in Japan by Sucampo’s Japanese subsidiary and the execution of a separate share purchase agreement with certain shareholders of Tokyo-listed R-Tech Ueno to acquire all outstanding shares of R-Tech Ueno for approximately US$278 million. R-Tech Ueno is a Japanese pharmaceutical company that manufactures AMITIZA® (lubiprostone) for Sucampo and Sucampo’s commercialization partners, Takeda Pharmaceuticals, Mylan NV and Harbin Gloria Pharmaceuticals. R-Tech Ueno also receives revenue from sales of RESCULA® (unoprostone isopropyl) in Japan. Sucampo intends to finance the acquisition through a term loan of US$250 million committed by Jefferies Finance LLC as well as cash on hand. Jefferies Finance is acting as sole lead book-runner and sole lead arranger of the financing. Nomura Securities International Inc is acting as tender offer agent. Corporate partners Sarkis Jebejian and David Feirstein led the transaction which is expected to close by the fourth quarter of 2015. Cooley served as US advisor whilst Mori, Hamada & Matsumoto served as Japanese advisor to Sucampo.

Majmudar & Partners is acting as Indian counsel for NYSE-listed Cigna Corp Inc, one of the largest healthcare insurance and ancillary services providers in the US, in respect of its sale to NYSE-listed Anthem Inc. The transaction is valued at approximately US$54.2 billion. Cigna is a global health service company dedicated to helping people improve their health, well-being and sense of security. Anthem is one of the leading health benefits companies in the US with nearly 71 million people served by its affiliated companies. Managing partner Akil Hirani and partner Rukshad Davar are leading the transaction. Sidley Austin is serving as insurance and healthcare regulatory counsel for Cigna whilst Cravath, Swaine & Moore is advising on the M&A aspects of the transaction. White & Case is advising Anthem.

Maples and Calder has acted as British Virgin Islands counsel to Double Charm Ltd in respect of its issue of US$450 million 2.875 percent credit enhanced bonds due 2018, with the benefit of an irrevocable standby letter of credit issued by the China Merchants Bank Co Ltd Shanghai Branch and a keepwell deed by Everbright Securities Co Ltd. The bonds are listed on the SGX-ST. Everbright, Double Charm and its subsidiaries are one of the leading and largest full-service securities firms in the PRC with an integrated business platform, extensive branch network and substantial customer base. Partner Jenny Nip led the transaction whilst Linklaters acted as English and Hong Kong counsel to Double Charm and Everbright. Davis Polk & Wardwell acted as English counsel to the joint lead managers, comprising of BOCI Asia Ltd, China Everbright Securities (HK) Ltd, Standard Chartered Bank, Wing Lung Bank Ltd, CMB International Securities Ltd, ICBC International Securities Ltd and Oversea-Chinese Banking Corp Ltd.

Norton Rose Fulbright has advised Axis Bank Ltd and a syndicate of lenders based in Singapore, United Arab Emirates and London in respect of a US$202 million limited recourse project refinancing of the floating, production, storage and offloading vessel mv “ARMADA STERLING”. The FPSO is owned by a joint venture formed by Bumi Armada Berhad, Shapoorji Pallonji & Co Ltd and Clean Environment Investments Co Ltd. It is currently working for Oil and Natural Gas Corp Ltd (ONGC) in the D1 field, 200km offshore from Mumbai, India. Bumi Armada Berhad is a Malaysia-listed international offshore oil and gas services provider. Mumbai-based Shapoorji Pallonji is one of the leading Indian construction companies. The syndicate of lenders comprised State Bank of India London Branch, Emirates NBD Bank PJSC and First Gulf Bank PJSC in the UAE. Singapore partner Ben Rose led the transaction whilst Oxton Law advised on Marshall Islands law, Madun Gujadhur Chambers advised on Mauritian law, Cyril Armachand Mangaldas and Co advised on Indian law and Albar & Partners advised on Malaysian law.

Shardul Amarchand Mangaldas & Co has advised the BMT Group in respect of its INR170 crores (US$25.6m) acquisition of a controlling stake in Involute Technologies Private Ltd from Anil Somalwar, Manasi Auto Parts LLP and Auto Components Private Ltd. The transaction involved the acquisition of a 60 percent stake in Involute by affiliates of IGW International NV, part of the BMT group. IGW is a leading Belgian conglomerate that has been manufacturing premium customized gears and gearboxes for over 65 years, with presence in multiple locations, including Belgium, Romania, the Czech Republic, China and the US. The acquisition provides BMT group a readymade platform in India and Asia, with an opportunity to participate in India’s growth plans, especially for the railway sector. Partners Mithun V Thanks and Ashoo Gupta led the transaction which closed on 2 July 2015. Anil Somalwar, Manasi Auto Parts, Auto Components and Involute were represented by LegaLogic Consulting led by partner Vivek Sadhale.

Shardul Amarchand Mangaldas & Co has also advised in respect of INR375 crores (US$56.5m) private placement of NCDs of DLF Ltd. A previous tranche of INR1,000 crores (US$150.7m) had been allotted on 11 August 2015, bringing the total fund raising through this NCD offering to INR1,375 crores (US$207.2m). To be listed on the BSE, the NCDs are proposed to be secured by certain immovable assets of a DFL wholly-owned subsidiary. Executive chairman Shardul S Shroff and partners Shilpa Mankar Ahluwalia and Monal Mukherjee led the transaction which closed on 24 August 2015.

Shearman & Sterling is advising a consortium comprising of GDF Suez, POSCO Energy, Sojitz Corp and Newcom in respect of all aspects of the development of the CHP5 IPP, a greenfield coal-fired combined heat and power plant in Ulaanbaatar in Mongolia with an electrical capacity of up to 450MWe and heat capacity up to 587MWt. The four banks mandated by the sponsors for the financing are Credit Agricole, HSBC, Sumitomo Mitsui Banking Corp and Bank of Tokyo Mitsubishi-UFJ. The first IPP project in Mongolia being developed under the PPP program, the project will be internationally financed on a limited-recourse basis. The project has been designated as a key project to be “fast-tracked” due to the increasingly severe shortage of heat and power in Ulaanbaatar. Singapore Project Development & Finance partner Bill McCormack led the transaction.

Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of CapitaLand Mall Trust, in respect of the proposed acquisition of Bedok Mall from the wholly-owned subsidiaries of CapitaLand Ltd, CMA Singapore Investments (3) Pte Ltd and Brilliance Residential Pte Ltd, by way of acquiring all the units in Brilliance Mall Trust for a total consideration of approximately S$783.1 million (US$554m). Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Stephenson Harwood (Singapore) Alliance has advised United Overseas Bank Ltd as the sponsor, issue manager, underwriter and placement agent in respect of the IPO of Soo Kee Group Ltd, raising gross proceeds of approximately S$33.7 million (US$23.8m). Soo Kee Group, an established jeweller headquartered in Singapore with one of the largest networks of over 60 retail stores in Singapore and Malaysia, plans to use the proceeds for the expansion of its network of retail stores and introduction of new product lines, capital expenditure for its new Changi Business Park headquarters, repayment in part of loans, and for working capital and general corporate purposes. Based on an offer price of S$0.30 (US$0.21) per share and a post-IPO share capital of 562.5 million shares, the company’s market capitalisation stands at approximately S$168.8 million (US$119.4m). The shares began trading on the Catalist board of the SGX on 20 August 2015. Corporate finance partners Elaine Beh and Douglas Koh led the transaction.

WongPartnership has acted for Oversea-Chinese Banking Corp Ltd as the sponsor and LionGlobal Capital Partners Pte Ltd as the general partner in respect of the launch of Lion-OCBC Capital Asia Fund I LP, a private equity fund investing into companies with businesses generally in the agriculture, oil and gas, natural resources and consumer-related industries and which are generally located in Singapore, Malaysia, Indonesia and China. The fund ended almost 40 percent higher at S$550 million (US$389.2m) from its initial target of S$400 million (US$283m). Partners Low Kah Keong and Felicia Marie Ng led the transaction.

WongPartnership is also acting for Toll Logistics (Asia) Ltd in respect of the drafting of a contract for the construction of a new S$228 million (US$161.3m) high-tech logistics facility near Tuas port. Partners Christopher Chuah and Lesley Tan are leading the transaction.