Allen & Gledhill has advised Oversea-Chinese Banking Corporation, acting through its Sydney branch, on the issue of A$500 million (US$370m) floating rate green notes due 2024, under its US$30 billion global medium term note programme. Partner Glenn Foo led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to venture capital firm SoftBank Ventures Asia on its participation in a US$20 million Series A round investment, led by Cambridge Capital, in Parcel Perform. Parcel Perform is a Singapore-based start-up that offers leading carrier-independent parcel tracking service for merchants worldwide, connecting them with over 600 logistics carriers, and providing them with comprehensive, standardised delivery information and streamlined logistics data. Nicholas Soh led the firm’s team in the transaction.

AZB & Partners is advising HDFC Life Insurance on its Rs66.8 billion (US$910m) acquisition of 100 percent of the share capital of Exide Life Insurance from Exide Industries. Partners Ashwath Rau, Kashish Bhatia and Arvind Ramesh are leading the firm’s team in the transaction, which was signed on September 3, 2021 and is yet to be completed.

AZB & Partners has also advised Avendus PE Investment Advisors, acting through its vertical Future Leaders Fund, on the acquisition by various reputed investors of shareholding in the Avendus Future Leaders Fund II, a category II AIF set up by Avendus PE Investment Advisors with an investment focus on digital, consumption and financial services segments. Partners Ashwath Rau and Pallabi Ghosal led the firm’s team in the transaction, which was valued at Rs5.8 billion (US$79m) and was completed on August 19, 2021.

Clifford Chance has advised Sinochem Group and China National Chemical Corporation (ChemChina) on the multi-jurisdictional merger control and foreign investment control filings for the two groups’ merger. The merger of the two leading players in the Chinese chemical sector represents a combined turnover of over Rmb1 trillion (US$154.7b), making the merged new entity Sinochem Holdings a first-class chemical company consisting of eight strategic sectors, 16 publicly listed companies with operations across more than 150 countries around the world. The firm has also advised ChemChina and Sinochem on the multi-jurisdictional merger control and foreign investment control filings in relation to the agricultural restructuring between the agricultural businesses within ChemChina and Sinochem groups. Greater China antitrust practice head partner Yong Bai, supported by partners Marc Besen (Dusseldorf), Richard Blewett (Brussels), Dave Poddar (Sydney), Mark Currell (Sydney), Sharis Pozen (Washington), Timothy Cornell (Washington) and Torsten Syrbe (Moscow), led the firm’s team in the transaction.

Clifford Chance has also advised CVC Capital Partners on its strategic investment in Xi’an Yikang Pharmacy, a leading pharmaceutical retail chain in Northwest China with more than 1,600 pharmacies. Through the investment, CVC will help Yikang diversify its medicine categories, improve efficiency of distribution and sales, enhance digitalization, and continue to grow and scale the business. Yikang will use the capital from this investment to further ramp up investment in digitalization, and build a popular smart retail pharmacy brand. China co-managing partner Terence Foo, supported by partner Yong Bai, led the firm’s team in the transaction.

Davis Polk has advised New Lionbridge on its US$150 million Regulation S offering of 5.8 percent guaranteed senior notes due 2022. The notes are unconditionally and irrevocably guaranteed by Lionbridge Capital, with the benefit of a keepwell deed. Lionbridge Capital is a leading services platform for commercial vehicles in China. It is a platform that covers the full lifecycle of commercial vehicles, from primary sales and vehicle operations to vehicle support and used vehicle transactions. Partner Gerhard Radtke led the firm’s team in the transaction.

J Sagar Associates has advised B Capital on its Series C investment in Primestack, which operates and maintains cryptocurrency exchange in India under the brand name ‘CoinDCX’ (available on www.coindcx.com), through Primestack affiliate Neblio Technologies. The investment was part of Primestacks’s internal fund raise from its existing investors and certain new investors, which also saw participation from Polychain, Block.one, Coinbase Global and JCDP. The total amount raised by the company is approximately US$90 million, at a valuation of US$1.1 billion, becoming the first Indian cryptocurrency exchange to achieve unicorn status amid regulatory uncertainty over crypto assets and cryptocurrency exchanges in India. B Capital was one of the lead investors in the current financing round. Primestack intends to use the proceeds of the round to enlarge its footprint and products portfolio, among other purposes. Partner Manvinder Singh led the firm’s team in the transaction.

J Sagar Associates has also advised Le Travenues Technology (ixigo) on its acquisition of the business of Abhibus Services (India). The business comprises the operation of the website www.abhibus.com and certain apps for booking of bus, train, and hotel. The website operates an online marketplace for bus tickets, trains and hotel rooms in India. The transaction was an ‘acquihire’ with two stages to accommodate certain commercial considerations, which is uncommon in business acquisitions. The business transfer and ‘acquihire’, including transfer of registered trademarks and copyrights, had to be done in a very short period of time. Given the industry the target operates in, transfer of material contracts was a key issue which had to be dealt with carefully. Joint managing partner Vivek Chandy, supported by partner Archana Tewary, led the firm’s team in the transaction. K&S Partners, with a team led by partners Latha Nair and Ashish Kanta Singh, advised on the transfer of intellectual property.

Khaitan & Co has represented several home buyers who had booked their flats in the towers to be constructed by Supertech. In 2004, Supertech was allotted a plot of land to develop a group housing project, named Emerald Court in Sector 93A, Noida. The project development plan was revised several times, and the New Okhla Industrial Development Authority sanctioned Supertech at each instance. A petition was filed before the Court of Judicature at Allahabad, seeking demolition of the towers for violating several statutory provisions. On its judgment dated April 11, 2014, the Court ordered the demolition of the entire building and the refund of the amount to the flat buyers. Supertech appealed to the Supreme Court. Several home buyers, who had booked flats in the towers, petitioned the Supreme Court for refund of the booking amount. The Supreme Court, on an order dated February 20, 2018, directed Supertech to pay EMIs to the home- buyers, so that they do not get any notice from banks and financial institutions. Moreover, on an order dated July 30, 2018, the home buyers were granted liberty to approach the Supreme Court, in case of Supertech’s failure of compliance. On August 31, 2021, the Supreme Court passed a judgment in favour of the home buyers and, inter alia, directed the demolition of the towers and reimbursement of the amount paid by the home buyers, with 12 percent interest. Partners Ajay Bhargava and Vanita Bhargava represented the clients.

Khaitan & Co has also acted as Indian counsel for Dhunseri Poly Films and Dhunseri Ventures on an approximately €26 million (US$31m) ECA-backed secured financing extended by Oldenburgische Landesbank Aktiengesellschaft, guaranteed by the German ECA Euler Hermes. Dhunseri Poly Films had entered into a supply contract with Bruckner Maschinenbau & Co KG for engineering, manufacturing, supply of the machinery, engineering and further services for the production of BOPET films, and with Kampf Schneid of Germany on the supply of machinery for BOPET Film. The external commercial borrowing was availed to finance the import of various goods / project, in form of Euler Hermes-covered buyers’s credit, which will be utilised for setting up a Rs12.5 billion (US$170m) packaging poly film factory at Panagarh Industrial Park in Paschim Bardhaman District, West Bengal. Partner Devidas Banerji led the firm’s team in the transaction, which was announced on September 1, 2021. J Sagar Associates acted for Oldenburgische Landesbank Aktiengesellschaft, the lender.

Maples and Calder has acted as BVI counsel to Sino-Ocean Land Treasure IV on its issuance, via debt issues to professional investors, of US$320 million 2.7 percent guaranteed green notes due 2025, guaranteed by Sino-Ocean Group, and listed in Hong Kong. Partner Lorraine Pao led the firm’s team in the transaction, while Paul Hastings acted as English and Hong Kong law counsels, and Cathay Associates Kejie acted as Chinese law counsel. Linklaters acted as English law counsel to the joint lead managers and the trustee, while King & Wood Mallesons acted as Chinese law counsel for the joint lead managers.

Maples and Calder has also acted as BVI counsel to BOCOM International Blossom on the establishment of its US$500 million medium term note programme, unconditionally and irrevocably guaranteed by BOCOM International Holdings, and the issue of its US$500 million 1.75 percent guaranteed notes due 2026, under the programme. BOCOM International Holdings is a well-established and the only integrated platform for securities and related financial services of BOCOM, one of the state-owned joint stock commercial banks, in Hong Kong. The group’s business primarily comprises securities brokerage and margin financing; corporate finance and underwriting; asset management and advisory; and investment and loans. The programme and the notes are listed in Hong Kong. Partner Juno Huang led the firm’s team in the transaction. The issuer and guarantor were advised by Freshfields Bruckhaus Deringer on English and Hong Kong laws, and by DeHeng Law Offices on Chinese law. Allen & Overy advised the arrangers and the dealers on English and Hong Kong laws, while JunHe advised on Chinese law.

Paul Hastings has represented Hong Kong-listed GenScript Biotech and its indirect wholly-owned subsidiary Probio Technology on a Series A financing, with investment from private equity firm Hillhouse Capital Group. Hillhouse subscribed minority equity interest in Probio for US$150 million, with a warrant to purchase additional shares for US$125 million. GenScript is an industry-leading biotechnology company renowned for its proprietary gene synthesis technology and advanced know-hows in life-science research and application. Probio and its subsidiaries strive to help biopharmaceutical and biotech companies accelerate their development of therapeutic antibodies and gene/cell therapy products. Proceeds from the financing are intended to be used to support the operation of Probio’s main business and to build up its good manufacturing practice capacity, as well as to fund Probio’s research and development capabilities. Jia Yan, co-chair of mainland China offices, led the firm’s team in the transaction.

WongPartnership has acted for Samsung Ventures on its investment into Alodokter. Partner Kyle Lee led the firm’s team in the transaction.

WongPartnership has also acted for Ong Sek Chong & Sons, as the offeror, on Lian Beng’s mandatory conditional cash offer at S$0.50 (US$0.37) per share, following its acquisition of nearly 5.9 million shares. Partner Jason Chua led the firm’s team in the transaction.

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In-House Community Magazine – October 2021, including Cybersecurity and Data Protection Special Report 2021
In this edition, noting the ever-expanding risks of cyberattacks around the world we unpack how in-house counsel play a crucial part in preparing for and dealing with cyberattacks against their companies. We also reveal the details of Thailand’s comprehensive ...