Allen & Gledhill has advised Sembcorp Marine (SCM), Sembcorp Industries (SCI) and DBS Bank on the S$2.1 billion (US$1.53b) renounceable underwritten rights issue of new ordinary shares by SCM and the demerger of SCM from its holding company, SCI. The rights issue was, as at the time of its launch, Singapore’s second largest rights issue in 2020. The demerger was effected through a distribution in specie of the ordinary shares of SCM held by SCI to SCI’s entitled shareholders on a pro rata basis, after the completion of the rights issue. The demerger will enable SCM to pursue a focused strategy and provide SCI flexibility in pursuing its future growth path. DBS Bank was appointed as sole financial adviser, lead manager and underwriter for the rights issue and sole financial adviser for the SCI distribution. Partners Andrew Lim, Leonard Ching, Lauren Chung, Lim Mei, Hilary Low, Chong Zhuo Chen and Christopher Ong led the firm’s team in the transaction.
Allen & Gledhill has also advised DBS Bank, as the appointed arranger and dealer, on the establishment of a S$1 billion (US$728.7m) multicurrency debt issuance programme by LOGOS Holdco. The Bank of New York Mellon Singapore Branch was appointed trustee, CDP issuing and paying agent, CDP calculation agent, CDP transfer agent and CDP registrar. The Bank of New York Mellon London Branch was appointed non-CDP issuing and paying agent and non-CDP calculation agent. The Bank of New York Mellon Luxembourg Branch was appointed non-CDP transfer agent and non-CDP registrar. The firm also advised DBS, Credit Suisse (Singapore) and United Overseas Bank, as the joint lead managers, on the issue of S$120 million (US$87.4m) six percent notes due 2023, under the programme. Partners Margaret Chin, Fabian Tan, Sunit Chhabra and Daselin Ang led the firm’s team in the transaction.
Allen & Overy has advised the joint lead managers and joint book-runners on the inaugural dual-currency blue bond offering by Bank of China Paris Branch and Bank of China Macau Branch. This marks the first blue bond issuance in Asia and the fourth such issuance globally. It is also the first blue bond issued by a commercial bank. This transaction comprises US$500 million 0.95 percent bonds due 2023 and Rmb3 billion (US$440m) 3.15 percent bonds due 2022. Both blue bond offerings are issued under Bank of China’s US$40 billion MTN programme, and are aligned with the Green Bond Principles (2018) published by the International Capital Market Association. The blue bond issuance falls under the umbrella of green bonds. Proceeds of the bonds will be used to finance and/or refinance marine-related eligible green projects. Partners Jaclyn Yeap and Agnes Tsang led the firm’s team in the transaction.
Allen & Overy has also advised the joint book-runners and joint lead managers on the issuance of US$2.9 billion 3.58 percent non-cumulative perpetual offshore preference shares by Industrial and Commercial Bank of China (ICBC), the largest bank in the world by total assets. The offshore preference shares will qualify as Additional Tier 1 Capital of ICBC, pursuant to the Capital Management Rules. The offshore preference shares were offered under Regulation S format and listed in Hong Kong. This landmark transaction marks the first offshore Additional Tier 1 issuance adopting the new rules under the latest Guiding Opinions on Capital Instrument Innovation for Commercial Banks (as amended) promulgated by China Banking and Insurance Regulatory Commission. ICBC International, ICBC Standard Bank, Goldman Sachs (Asia), Deutsche Bank, Société Générale Corporate & Investment Banking, BofA Securities, Credit Suisse, Standard Chartered Bank, CCB International, NOMURA and BOC International acted as the joint book-runners and joint lead managers. Partner Agnes Tsang led the firm’s team in the transaction.
Ashurst has advised Australian company SYNthesis med chem on the sale of its 100 percent equity interest in its wholly-owned subsidiary, SYNthesis med chem (Hong Kong). The subsidiary business is a contract research organisation (CRO) carrying out research and development of new preclinical small molecule drugs, with operations in China, Australia, the UK and the US. The sale comes as Chinese pharmaceutical companies are increasing their spending on the development of new drugs. This creates increased demand for the services of sophisticated CROs that possess the necessary R&D capabilities. The increased demand then drives M&A and consolidation in the CRO industry. This transaction is a prime example of this trend. After the sale of its CRO business, SYNthesis med chem will focus on its own drug development business. Shanghai partner Michael Sheng, supported by partners Frank Bi, Chin Yeoh, Kylie Lane, Ken Nguyen and James Fletcher, led the firm’s team in the transaction.
Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has represented leading Indonesian healthcare company Soho Global Health on its IPO. The company offered approximately 114.4 million shares, representing 13.78 percent of its total issued and paid-up capital. The shares were listed in Indonesia on September 8, 2020. The firm’s M&A team also advised Quadria Capital, as the holder of convertible bonds, on converting its bonds, in conjunction with this IPO process. Partner Mohammad Renaldi Zulkarnain led the firm’s team in the transaction.
AZB & Partners has advised Max Ventures Investment Holdings and its promoter Mr Analjit Singh on the sale of 5.14 percent ownership of Max Healthcare Institute to Ward Ferry and Capital Group. Partner Anil Kasturi led the firm’s team in the transaction, which was valued at Rs5.2 billion (US$70.5m) and was completed on September 11, 2020.
AZB & Partners is also advising Great Terrain Investment, NSE Investments, Housing Development Finance Corporation and HDB Employees Welfare Trust on the IPO, via an offer for sale by NSE Investments, of approximately 18.25 million equity shares, with face value of Rs10 (US$0.14) each, of Computer Age Management Services. The red herring prospectus was filed on September 11, 2020 with the Registrar of Companies, Tamil Nadu at Chennai. Partners Varoon Chandra, Vaidhyanadhan Iyer and Lionel D’ Almeida are leading the firm’s team in the transaction, which is yet to be completed.
Baker McKenzie has acted for BOC International, as the sole global coordinator, and HSBC, Guotai Junan International, Bank of China (Hong Kong), ICBC (Asia) and CMB Wing Lung Bank, as the joint lead managers and joint book-runners, on the US$300 million bond issuance of AVIC International Holding Corporation. AVIC International is a global holding enterprise that is controlled by Aviation Industry Corporation of China. It engages in the aviation business as its core segment, as well as in advanced manufacturing, international business and modern services. Beijing partner Hang Wang of Baker McKenzie FenXun Joint Operation (Beijing), supported by local principal Xavier Amadei of Baker McKenzie. Wong & Leow (Singapore), led the firm’s team in the transaction.
Davis Polk has advised Ming Yuan Cloud Group Holdings on its IPO and listing in Hong Kong and an international offering, in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$6.2 billion (US$800m), prior to exercise of the over-allotment option. Ming Yuan Cloud is the leading software solution provider for property developers in China. Partners Li He and Yang Chu led the firm’s team in the transaction, which is the largest Hong Kong IPO by a Chinese software company this year.
Davis Polk has also advised Zai Lab on its secondary listing and IPO in Hong Kong. Zai Lab is the first company listed under both Chapter 19C and Chapter 18A of the Hong Kong Listing Rules. The gross proceeds from the offering amounted to approximately HK$5.94 billion (US$766.5m), prior to exercise of the over-allotment option. Zai Lab is an innovative commercial stage biopharmaceutical company focused on bringing transformative medicines for cancer, infectious and autoimmune diseases to patients in China and around the world. Partners Yang Chu and Howard Zhang led the firm’s team in the transaction.
Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law), a member firm of Rajah & Tann Asia, is advising First Gen on the development, installation, ownership, operation and maintenance of a liquefied natural gas receiving, storage and regasification facility, under the Department of Energy’s Philippine Downstream Natural Gas Regulations. Partner Ben Dominic Yap is leading the firm’s team in the transaction.
Gibson, Dunn & Crutcher has acted as US counsel for the Special Committee on SINA’s US$2.59 billion merger with New Wave Holdings (NWH) and its wholly-owned subsidiary New Wave Mergersub (NWM). SINA, a leading online media company serving China and the global Chinese communities, entered into an agreement and plan of merger with NWH and NWM, pursuant to which NWH will acquire all of SINA’s outstanding ordinary shares not currently owned by NWH its affiliates in an all-cash transaction, implying an equity value of the company of approximately US$2.59 billion for all the ordinary shares. NWH is a wholly-owned subsidiary of New Wave MMXV, a BVI company controlled by Mr Charles Chao, chairman and CEO. Partners Fang Xue (Beijing) and Brian Lutz (San Francisco) are leading the firm’s team in the transaction, while Harney Westwood & Riegels is acting as Cayman Islands counsel. Skadden, Arps, Slate, Meagher & Flom is serving as US counsel to New Wave MMXV.
Herbert Smith Freehills has advised Happiest Minds Technologies, India’s pioneering digital business transformation company, on its oversubscribed IPO on India’s stock exchanges. The US$105 million offering was oversubscribed 150 times, making it one of India’s most successful IPOs in recent years. Committed to being a “mindful technology company”, Happiest Minds enables digital transformation for a range of businesses, capitalising on the growing demand for digitisation of businesses across a wide range of industries and partners around the world. Partner Siddhartha Sivaramakrishnan led the firm’s team in the transaction.
J Sagar Associates has advised ICICI Securities, Axis Capital, Edelweiss Financial Services and IDBI Capital Markets & Securities, as the book-running lead managers, on the recently concluded IPO of Route Mobile. The prospectus was filed on September 15, 2020, comprising of a public issue of approximately 17 million equity shares with face value of Rs10 (US$0.14) each, at a premium of Rs340 (US$4.60) each, aggregating to Rs6 billion (US$81.2m), comprising a fresh issue of Rs2.4 billion (US$32.5m) and an offer for sale by Route Mobile promoters Sandipkumar Gupta and Rajdipkumar Gupta aggregating to Rs3.6 billion (US$48.7m). Route Mobile provides cloud-communication platform as a service to enterprises, over-the-top players and mobile network operators. It was ranked as a tier one application-to-peer service provider internationally and for ‘value added services’ provided, ‘implementation process’ and ‘uptime performance’, among tier one vendors. Partner Arka Mookerjee led the firm’s team in the transaction.
J Sagar Associates has also advised Pearl Polymers and its promoters on the execution of the business transfer agreement for the slump sale of its B2B business to Manjushree Technopack. India-listed Pearl Polymers is a leading manufacturer of rigid packaging and houseware products since 1984. It offers a wide range of jars and bottles for use in the kitchen, home and offices. Through the sale of its B2B business to Manjushree Technopack, Pearl Polymers aims to further grow its well-known PearlPET brand to a new level, and expects to launch many new product lines in the near future. Manjushree Technopack is India’s largest rigid plastics packaging company with pan India presence. The proposed acquisition of will help Manjushree Technopack to further consolidate its leadership position in the rigid packaging segment. Partner Manvinder Singh led the firm’s team in the transaction, which is subject to customary closing conditions and regulatory approvals.
K&L Gates has advised leading global genetics and diagnostic health testing company Prenetics on its US$15 million financing round. The round was led by Apis Insurtech Fund I, a venture fund managed by Apis Partners, a global investment manager specializing in investments in sustainable early to growth stage businesses. Existing investor Alibaba Hong Kong Entrepreneurs Fund also participated in the round. The current round brings the total funds raised by Prenetics to more than US$60 million, since its inception in 2014. In Q4 of 2020, Prenetics plans to launch a low-cost rapid COVID-19 nucleic acid test, that is expected to be highly scalable to enable frequent testing and provide results within 30 minutes with no laboratory required. Prenetics is in talks with multiple governments globally about making the test widely available. Hong Kong corporate partner William Ho led the firm’s team in the transaction.
Khaitan & Co is advising Caesarstone on its proposal to acquire a majority stake in Lioli Ceramica, an India-based producer of cutting-edge porcelain countertop slabs operating innovative and technologically advanced manufacturing facilities in Asia. Israel-based Caesarstone is a concept and lifestyle-driven company with a customer-centered approach to designing, developing and producing high-end engineered surfaces used in residential and commercial buildings. Partners Kartick Maheshwari and Deepak Jodhani are leading the firm’s team in the transaction, which is valued at approximately Rs868.8 million (US$11.8m) and was announced on September 1, 2020. Veritas Legal is also advising on the deal.
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 aspects.
Maples Group has acted as BVI counsel to CSCIF Asia on the establishment of US$3 billion medium term note programme, unconditionally and irrevocably guaranteed by CSC Financial, and on its issue of US$500 million 1.75 percent guaranteed notes due 2025 under the programme. CSC Financial is a leading large full-service investment bank in China. The programme and the notes are listed in Hong Kong. Karen Zhang Pallaras led the firm’s team in the transaction, while Davis Polk & Wardwell advised as to English laws. The dealers and managers were advised by Linklaters as to English laws.
Maples Group has also acted as Cayman Islands counsel to SPIC MTN on the establishment of its US$3 billion medium term note and perpetual securities programme of the company and SPIC Luxembourg Latin America Renewable Energy Investment Company, guaranteed by SPIC Luxembourg Energy Investment Company or State Power Investment Corporation (SPIC), with the benefit of a keepwell deed provided by SPIC, and on its issuance of US$1 billion 1.625 percent guaranteed notes due 2025 under the programme. The notes are listed in Hong Kong. SPIC is one of the top five power generation groups in China, and the only one with qualifications to hold, develop, construct and operate nuclear power plants, among the top five power groups in China. Karen Zhang Pallaras led the firm’s team in the transaction, while Clifford Chance acted as English counsel. Linklaters acted as the English and Hong Kong laws counsel to BOCI Asia and ICBC International Securities, as the arrangers.
Nishimura & Asahi has advised Tokyo-listed Yamada Denki, a Japanese consumer-electronics retailer, on its tender offer to acquire a 50.1 percent stake in Tokyo-listed Hinokiya Group, a Japanese residential-homes builder. Partner Tokuhiro Matsunaga led the firm’s team in the transaction.
Nishimura & Asahi also advised Tokyo-listed Takeda Pharmaceutical on the agreement for the sale and transfer of the majority of its generics pharmaceutical business and the Takayama manufacturing plant of Teva Takeda Pharma to Nichi-Iko Pharmaceutical. Partners Yo Ota, Madoka Shimada, Hiroko Shibata and Taeko Morita led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for medtech firm QT Vascular on its S$1 billion (US$729m) acquisition of Tengri Coal and Energy, a Mongolian mining and energy group. Upon completion, the acquisition will result in the reverse takeover of the company. Partners Danny Lim and Cynthia Wu are leading the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Groups360, an online meetings marketplace company, on its acquisition of the business of Idem Labs, an online hotel rooms booking platform provider. Partners Lawrence Tan, Loh Chun Kiat, Lionel Tan and Celeste Lee led the firm’s team in the transaction.
Shardul Amarchand Mangaldas & Co has advised Larsen & Toubro on the all-cash sale of its electrical and automation (EAIC) business to Schneider. The transfer involved the slump sale of the domestic EAIC business, including transfer of the manufacturing facilities in Navi Mumbai, Ahmednagar, Vadodara, Coimbatore and Mysuru in India. The related EAIC subsidiaries in Saudi Arabia, Malaysia, Australia and Indonesia are also transferred to Schneider, as part of a share purchase transaction. Valued at US$2 billion, the deal closed on August 31, 2020. Senior partner Iqbal Khan, supported by managing partner Pallavi Shroff, senior partner Shweta Shroff Chopra and partners Aparna Mehra, Gauri Chhabra, Mukul Baveja, Ashoo Gupta, led the firm’s team in the transaction. Schneider Electric India was advised by AZB Partners and White & Case.
Shardul Amarchand Mangaldas & Co has also advised Turtle Shell Technologies on the investment from Prime Venture Partners, 3One4 Capital and YourNest Venture Capital. Turtle Shell is a five-year old startup that offers medical-grade contactless monitoring systems and devices, under the brand name ‘Dozee’, to patients, helping doctors and clinics to track remotely the key vitals of the human body, such as heart rate, respiration, oxygen saturation and stress-recovery. Indigoedge Management Consultancy acted as the investment banker on the transaction. Partner Roshan Thomas led the firm’s team in the transaction. NDS Law Partners advised Prime Venture Partners, 3One4 Capital and YourNest Venture Capital.
Skadden has represented Goldman Sachs, as the financial advisor to Hitachi Capital, on Hitachi Capital’s merger with Mitsubishi UFJ Lease & Finance Company. Since May 2016, the two companies have been in collaboration to reinforce their respective overseas infrastructure investment businesses. The merger was announced on September 24, 2020, and will be effective on April 1, 2021, pending shareholder approval at both companies. Prior to the effective date, the common stock of Hitachi Capital is scheduled to be delisted in Tokyo. The combined company’s annual sales are an estimated ¥1.4 trillion (US$13.2b). Tokyo partner Mitsuhiro Kamiya and New York partners Alexandra McCormack and Paul Schnell led the firm’s team in the transaction.
Stephenson Harwood has advised Grand Capital Securities on the establishment of its first private open-ended fund company (OFC), GC OFC, and the OFC’s two initial sub-funds. Grand Capital is a Hong Kong company licensed by the Hong Kong Securities Future Commission (SFC) to conduct type 1 (dealing in securities), the type 4 (advising on securities) and type 9 (asset management). The OFC, which is a variable capital structure, will give Grand Capital’s investors more flexibility to enter and exit the fund than they would have, if it were a fixed capital regime. Partner Penelope Shen led the firm’s team in the transaction.
WongPartnership has acted for AIMS APAC REIT on its issuance of S$125 million (US$91m) 5.56 percent perpetual securities. Partner Trevor Chuan led the firm’s team in the transaction.
WongPartnership has also advised Singapore Telecommunications on the regulatory and payment issues surrounding its collaboration with Great Eastern to offer insurance for telco bills and home contents. Partners Hui Choon Yuen, Elaine Chan and Khoo Yuh Huey led the firm’s team in the transaction.
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