DEALS

Llinks has advised Shanghai Yongmaotai Automobile Technology on its listing in Shanghai on March 8, 2021, raising total proceeds of Rmb629.8 million (US$97m). Yongmaotai mainly produces aluminum alloy ingots and liquid aluminum alloy for automobiles, as well as the cylinder block of automobile engine, engine oil sump, compressor cylinder block and head of automobile air conditioner, camshaft bearing cover of automobile engine, turbocharger housing and other high-precision aluminum alloy auto parts that meet the requirements of automobile lightweight. Yongmaotai has been supplying products to high quality customers, such as Pierburg, Shanghai Kolben, FAW-Foundry and Changan-Mazda for many years, establishing stable strategic cooperative relations with major OEMs, such as FAW-Volkswagen, SAIC Motor, SAIC-GM, SAIC-Volkswagen and Changan-Mazda, and has developed Borgwarner, UAES, HME and other well-known auto parts customers.

Llinks Shenzhen office has advised Buer Capital, as the lead investor followed by SGL Capital, on the Series A funding of ToyCity, an ecological brand of designer toys. Founded in January 2020, ToyCity develops and operates designer toy IP.

Llinks Shenzhen office has also advised Huaqiu, a one-stop service platform for the global electronics industry chain, on the completion of hundreds of millions of yuan in Series C funding. This round of financing was led by Shunwei Capital, followed by GL Ventures, Joy Capital and Yunmu Capital. Established in August 2011, Huaqiu is deeply engaged in the internet of the electronics industry. It has built a one-stop industrial-level supply chain infrastructure platform, such as warehousing upgrades, DFM analysis, supply chain collaboration, industry data models, and big data analysis. Huaqiu has become the preferred supplier of Huawei, ZTE, Datang Telecom Technology, Sunway Communication, Weichai, CSR, BYD, BGI and other communication equipment manufacturers, auto manufacturers and medical companies.

Llinks has also advised Dalian Morningstar Network Technology on its non-public offering of shares, which was approved by the China Securities Regulatory Commission on March 1, 2021. Morningstar Technology’s offering was fully subscribed by its controlling shareholder Jucheng Group. The total amount of funds to be raised will not exceed Rmb449.5 million (US$69.3m), which will be used to pay for the acquisition of 51 percent equity of Shanghai Huixinchen Industrial’s LCOS R&D and production projects. Huixinchen is mainly engaged in the R&D and production of LCOS optical modulation chips (optical valve chips) and LCOS optical modules (optical machines). As a leading LCOS chip company in China, Huixinchen can simulate chip design, packaging testing and optical design in the whole process. LCOS chip, which is self-developed by Huixinchen, uses unique technology to solve the shortcomings of traditional LCOS chips, such as low reliability and low brightness.

Allen & Gledhill has acted as transaction counsel to GuocoLeisure Holdings and DBS Bank on the S$1.1 billion (US$828m) voluntary conditional cash offer by GuocoLeisure for all the issued ordinary shares in the capital of GL. Partners Andrew Lim, Christopher Ong and Lee Kee Yeng led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to Astrea VI on the issue of S$382 million (US$287.5m) Class A-1 secured fixed rate bonds due 2031, US$228 million Class A-2 secured fixed rate bonds due 2031, and US$130 million Class B secured fixed rate bonds due 2031. The bonds are backed by cash flows from a diversified portfolio of 35 private equity funds with a net asset value of US$1.456 billion, managed by 28 general partners. Partners Yeo Wico, Jeanne Ong, Lim Pek Bur, Andrew Chan and Jo Tay led the firm’s team in the transaction.

Allen & Gledhill is advising Grab Holdings, a leading super application platform in South-east Asia, on its proposed listing on Nasdaq, through a business combination with Altimeter Growth, a Nasdaq-listed special purpose acquisition company (SPAC). Under the terms of the business combination, Grab and Altimeter Growth will become wholly-owned subsidiaries of a new holding company. The transaction assumes a pro forma equity value for the combined company of approximately US$39.6 billion, making it the largest SPAC merger to date, and paves the way for a US listing in the coming months. In addition to breaking the SPAC deal record, this deal is expected to be the largest US equity offering by a South-east Asian company. Partners Tan Tze Gay, Jeanne Ong, Elsa Chen, Alexander Yap, Yeo Boon Kiat, Adrian Ang, Vincent Leow and Sunit Chhabra.

Allen & Gledhill, together with its associate firm in Indonesia, Soemadipradja & Taher, has also advised a private investor who co-led the US$95 million Series D financing of Mobile Premier League (MPL). MPL is Asia’s largest e-sports and mobile gaming platform. The MPL gaming platform has over 60 million users in India, and over 3.5 million users in Indonesia. The latest funding takes the valuation of MPL to US$945 million. Allen & Gledhill’s Julian Ho and Soemadipradja & Taher partner Denia Isetianti led their firm’s respective teams in the transaction.

AZB & Partners has advised HDFC Capital Advisors on the formation, with Cerberus Asia Pacific Investments, of a special situations platform/joint venture focused on high-yield opportunities in the Indian residential real estate sector. Partners Sai Krishna Bharathan and Kunal Kumbhat led the firm’s team in the transaction, which was completed on March 16, 2021.

AZB & Partners has also advised FSN E-Commerce subsidiary Nykaa Fashion on its acquisition of the business of Pipa Bella Accessories. Partner Roxanne Anderson led the firm’s team in the transaction, which was completed on March 4, 2021.

AZB & Partners has advised Accenture on the India leg of its acquisition of CoreCompete. Partners Vaidhyanadhan Iyer and Nandan Pendsey led the firm’s team in the transaction, which was completed on April 7, 2021.

AZB & Partners has also advised Footpath Ventures on the Rs72.4 billion (US$964m) acquisition by Footpath Ventures SPV III of equity stake in Think & Learn (Byju’s). Partner Vaidhyanadhan Iyer led the firm’s team in the transaction, which was completed on April 12, 2021.

Baker McKenzie has acted for Genex Power on the execution and contractual closing of its major project construction and operation documents for the financing of the 250MW Kidston Pumped Hydro Project. Located in far north Queensland, the Kidston Pumped Hydro Project is anticipated to commence construction by the end of the month. A joint venture comprising McConnell Dowell Constructors (Aust) and John Holland Group will be responsible for the engineering, procurement and construction of the pumped hydro storage plant, including construction of the dam, underground and waterway civil works, and the full powerhouse fit-out. The project will be the cornerstone of Genex’s flagship Kidston Clean Energy Hub, which currently includes a 50MW solar project and has expansion plans for a second 270MW solar farm and a 150MW wind farm. Financing will be provided by the Northern Australian Infrastructure Facility through a loan of up to A$610 million (US$474m), as well as a contribution of A$47 million (US$36.5m) in grant funding from the Australian Renewable Energy Agency. Genex will contribute A$120 million (US$93.3m) in equity, that includes an investment by J-Power of A$25 million (US$19.4m) in Genex. Partner Tanya Denning, supported by partner Howard Fraser, led the firm’s team in the transaction.

Baker McKenzie has also advised pension fund manager APG Asset Management on the acquisition of a 20 percent stake in data center platform OneAsia. This deal represents APG’s second investment in the region, following its acquisition of a 10.43 percent stake in hyperscale data center solution provider Chindata in 2020, on which the firm also advised. OneAsia is an integrated data centre developer and operator in Asia, providing IT services, cloud-based solutions and data center services. Headquartered in Hong Kong, OneAsia operates data centers across the region and is in the process of expanding its portfolio into Japan, Korea and Thailand. Hong Kong partner and co-chair of the global funds group Jason Ng, supported by partners Duangkamon Amkaew (Bangkok), Seishi Ikeda (Tokyo) and Chris Hodgens (Tokyo), and partner Alexander Gong (Shanghai) of FenXun Partners, the firm’s joint operation partner, led the firm’s team in the transaction.

Baker McKenzie has advised Suncorporation, a leading IT equipment manufacturer focused on mobile data solutions, new IT and entertainment-related businesses, on the listing of its Israeli subsidiary, Cellebrite DI, on the Nasdaq via a De-SPAC. Deals involving special-purpose acquisition companies (SPACs) have drawn much attention in recent years. In this transaction, Cellebrite established Cupcake Merger Sub, a wholly-owned subsidiary in the US, and merged it with TWC Tech Holdings II, a Nasdaq-listed SPAC. After closing, TWC will become a wholly-owned subsidiary of Cellebrite, while Cellebrite will become a publicly-traded company on the Nasdaq. The transaction is expected to provide benefits to shareholders, including the ability to raise capital in the booming US IPO market, and a quicker route to going public than the standard IPO process. Corporate/M&A partner Yutaka Kimura led the firm’s team in the transaction.

Baker McKenzie has also advised independent investment manager Pleiad Investment Advisors (PIA) on the formation and successful closing of its debut closed-ended fund, Pleiad-Minerva Japan Growth Opportunities, a ¥15 billion (US$138.4m) technology-focused growth private fund. The firm also assisted PIA on the fund’s two initial investments in Japanese technology companies. Reflecting the growing momentum of Japan’s technology sector, the fund attracted a broad range of investors, including Japanese financial institutions, high net wealth individuals and international institutional investors. Fund formation specialist partner Edwin Wong, supported by partners Tetsuo Tsujimoto and Yutaka Kimura, led the firm’s team in the transaction. Maples and Calder acted as Cayman Islands counsel to Pleiad Investment Advisors.

Davis Polk has acted as English and US laws counsel to Tencent Holdings on the update of its US$30 billion global medium-term note program and the offering thereunder, pursuant to Rule 144A and Regulation S, of its US$500 million 2.88 percent senior notes due 2031, US$900 million 3.68 percent senior notes due 2041, US$1.75 billion 3.84 percent senior notes due 2051, and US$1 billion 3.94 percent senior notes due 2061. Tencent is a leading internet services company, operating a broad range of internet services, including communication and social services, online games, digital content, online advertising, FinTech, cloud and other services. Partners James Lin and Gerhard Radtke led the firm’s team in the transaction.

Khaitan & Co is advising Aakash Educational Services (AES) on the US$1 billion acquisition, via a combination of cash and stock, of AES by Think & Learn (Byju’s), to enable a business consolidation, via strategic merger, of AES with Byju’s. AES operates in the coaching industry in India. It also offers short-term classroom courses to prepare students for upcoming examinations. The company provides its services through classroom-based coaching and digital and distance learning, under the Aakash Medical, Aakash IIT-JEE, and Aakash Foundations brands. Partners Bharat Anand and Nidhi Killawala, supported by partners Manas Kumar Chaudhuri, Pranjal Prateek, Atul Pandey, Shailendra Bhandare and Anshul Prakash, are leading the firm’s team in the transaction, which was signed on April 3, 2021. Shardul Amarchand Mangaldas advised Byju’s, while Trilegal advised the Blackstone Group.

Khaitan & Co has also advised Miba on its proposed acquisition of majority stake in India-listed Sintercom India. Miba manufactures and sells sintered components, engine bearings, friction materials, power electronic components, coatings and special machinery in Austria and internationally. Partners Rabindra Jhunjhunwala, Arindam Ghosh and Abhishek Dadoo, supported by executive director Sudhir Bassi and partners Ritu Shaktawat and Rahul Singh, led the firm’s team in the transaction, which was signed on January 28, 2021 and was completed on March 3, 2021. Wadia Ghandy & Co also advised on the deal.

Maples and Calder, the Maples Group’s law firm, has acted as Cayman Islands counsel to Newlink Technology on its IPO of 200 million shares and its listing in Hong Kong. Newlink Technology is an IT solution provider focusing primarily on traditional software-driven solutions for financial institutions. The offering, which closed on January 6, 2021, raised approximately HK$872 million (US$112.3m). Partner Richard Spooner led the firm’s team in the transaction, while Wilson Sonsini Goodrich & Rosati advised as to Hong Kong law and Grandway Law Offices advised as to Chinese law. The sole sponsor, Mont Avenir Capital, and the underwriters were advised by DLA Piper Hong Kong as to Hong Kong and US laws, and by Jingtian & Gongcheng as to Chinese law.

Maples and Calder, the Maples Group’s law firm, has also acted as Cayman Islands counsel to Cathay Pacific Finance III on its issuance of approximately HK$6.74 billion (US$868m) 2.75 percent guaranteed convertible bonds due 2026, unconditionally and irrevocably guaranteed by Cathay Pacific Airways. The bonds are listed in Hong Kong. The issuer is a wholly-owned subsidiary of the guarantor, an international airline registered and based in Hong Kong. Partners Matt Roberts and Karen Zhang Pallaras led the firm’s team in the transaction, while Linklaters advised as to Hong Kong and English laws. The joint lead managers were advised by Allen & Overy as to English law.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Bairong on its IPO and the listing of approximately 123.82 million Class B ordinary shares in Hong Kong.  Bairong is a leading independent AI-powered technology platform in China, serving the financial services industry. The offering, which closed on March 31, 2021, raised approximately HK$3.94 billion (US$507.6m). Partner Karen Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom advised as to Hong Kong and US laws, and Commerce & Finance Law Offices advised as to Chinese law. The joint sponsors, Morgan Stanley Asia, China International Capital Corporation Hong Kong Securities Limited and CMBC International Capital, and the underwriters were advised by Davis Polk & Wardwell as to Hong Kong and US laws, and by Tian Yuan Law Firm as to Chinese law.

Maples and Calder, the Maples Group’s law firm in Hong Kong, has  also acted as Cayman Islands counsel to Trip.com Group on its global offering of approximately 31.63 million shares and secondary listing in Hong Kong. Nasdaq-listed since December 2003, Trip.com is a leading one-stop travel platform globally, integrating a comprehensive suite of travel products and services and differentiated travel content. Trip.com is the largest online travel platform in China over the past decade, and the largest online travel platform globally from 2018 to 2020, in terms of gross merchandise volume. The offering, which closed on April 19, 2021, raised approximately HK$8.48 billion (US$1.1b). Partner Karen Zhang Pallaras also led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates acted as Hong Kong and US counsel, and Commerce & Finance Law Office acted as Chinese counsel. Latham & Watkins acted as Hong Kong and US counsel, while Jingtian & Gongcheng acted as Chinese counsel to JP Morgan Securities (Far East), China International Capital Corporation Hong Kong Securities and Goldman Sachs (Asia), as the underwriters.

Morrison & Foerster is advising SoftBank Group on its agreement to acquire 40 percent of AutoStore for US$2.8 billion from funds affiliated with Thomas H Lee Partners and EQT Private Equity, among other shareholders. Founded in 1996, AutoStore is a robotics technology company that invented and continues to pioneer cube storage automation, the densest storage technology. It currently has a global blue-chip customer base with more than 600 installations and 20,000 robots across 35 countries. AutoStore’s automated storage and retrieval systems, coupled with its proprietary software, provide customers with high throughput, enhanced configurability, and high levels of flexibility to serve the increasing demands of today’s supply chains. London corporate partner Andrew Boyd, supported by corporate partners Simon Arlington (London) and Eric McCrath (San Francisco), led the firm’s team in the transaction, which is subject to customary closing conditions and is expected to be completed in April 2021.

Paul Hastings has advised Hanwha Solutions on its debut issuance of Rmb1 billion (US$154m) three percent green bonds with a three-year tranche, guaranteed by the Credit Guarantee and Investment Facility under the Asian Development Bank. A member of the South Korean conglomerate Hanwha Group, Hanwha Solutions is a total solutions company focused on chemicals, total energy solutions, and advanced materials. The issuance of dim sum bonds, which are Chinese renminbi-denominated bonds issued in Hong Kong, marks Hanwha Solutions’ first overseas debt offering, since its formation from the merger of Hanwha Chemical, Hanwha Q CELLS, and Hanwha Advanced Materials in 2020. The proceeds will be used for its eco-friendly business to drive the company’s environmental, social and governance efforts. Seoul corporate partner Iksoo Kim led the firm’s team in the transaction.

Paul Hastings has also advised Inner Mongolia Energy Engineering (Group) (IMG) on its proposed voluntary conditional cash offer to acquire all of the issued H shares of Inner Mongolia Energy Engineering (IME), at the maximum consideration of approximately HK$1.48 billion (US$190.7m), in accordance with the Hong Kong Code on Takeovers and Mergers, and in connection with its proposed merger by absorption of IME, in accordance with Article 172 of the Chinese Company Law and other applicable Chinese laws. Upon the voluntary conditional cash offer becoming unconditional, IME will make an application for the voluntary withdrawal of the listing of the H shares in Hong Kong. Hong Kong-listed in 2017, IME provides a comprehensive range of power industry solutions, including survey, design and consultancy, construction contracting and maintenance and overhaul services, to serve the full life-cycle of power projects and the entire value chain of the power engineering industry. Raymond Li, global partner and chair of Greater China, led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has advised leading SaaS platform Stamped.io on its sale of business and assets to Canadian-listed WeCommerce Holdings for up to US$110 million. Partners Terence Quek and Lee Jin Rui led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted on the S$142 million (US$17m) acquisition of the entire issued and paid-up share capital in a special purpose vehicle, which holds a high specification light industrial building along Admiralty Street, Singapore. The industrial building, known as Admirax, is situated on a site with 60-year leasehold tenure. Admirax is zoned Business 1 under the 2019 Master Plan and has a net lettable area of approximately 469,000 square feet. Partners Norman Ho, Tan Chon Beng and Cindy Quek led the firm’s team in the transaction.

Squire Patton Boggs has advised China Merchants Shekou Industrial Zone Holdings on its joint venture with Viking Cruises to establish China’s first Chinese-flagged luxury cruise company, China Merchants Viking Cruises. The deal also involved the sale and purchase by the JV entity of a cruise ship, MV “Viking Sun®”, which will become the first vessel in the Chinese-flagged premium cruise fleet offering cultural coastal cruises in the region. The transaction and unique partnership will play a part in the wider strategy of the JV entity to drive and develop China’s high-end domestic coastal cruise market by offering dedicated experiences to the Chinese market. Financial services partner Kate Sherrard and corporate partner Nicholas Chan led the firm’s team in the transaction.

WongPartnership has acted for the Attorney-General on successfully resisting pre-action discovery applications brought by 22 death-row inmates. Deputy chairman Tan Chee Meng and partner Lionel Leo led the firm’s team in the transaction.

WongPartnership has also acted for Jurong Port and two other shareholders of Universal Terminals on the financing obtained for the acquisition of the assets of Universal Terminals, with the net effect of Jurong Port acquiring 41 percent stake in Universal Terminals from Hin Leong’s Lim family. Partner Alvin Chia led the firm’s team in the transaction, together with partner Tan Teck Howe.

WongPartnership has acted for ESR-REIT on the S$320 million (US$241m) syndicated financing arranged by UOB, Malayan Banking (Singapore), RHB Bank and HSBC. Partner Christy Lim led the firm’s team in the transaction.

WongPartnership has also acted for Crédit Agricole Corporate and Investment Bank on the grant of the S$48 million (US$36m) green loan facilities to Tuas West Drive, in connection with the development of LOGOS Food21, located at 21 Tuas West Drive. Partners Susan Wong and Bernadette Tan led the firm’s team in the transaction, together with partners Dorothy Marie Ng and Serene Soh.

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The interactive edition of the June 2021 issue of In-House Community eMagazine is now live. Including Energy & Projects Report 2021, Philippine and off-shore jurisdiction updates, and articles exploring IP in NFT's, Singapore's cybersecurity laws, global tax reform and more.