Latest Deals from Law Firms and Legal Services Providers: 15th February 2023

Allen & Gledhill has acted as transaction counsel to venture capital firm Wavemaker Pacific 4, who led the US$5.64 million series seed round investment in Klikit, a Singapore-based food delivery software-as-a-service start-up which offers a proprietary one-stop software solution that facilitates the managing and consolidating orders with delivery channels, and building and licensing brands across multiple locations and channels for restaurants. Partner Nicholas Soh led the firm’s team in the transaction.

Baker McKenzie has advised CMB International Capital, as the financial adviser to the offeror, Falcon Holding, on its acquisition of approximately 70.92 percent shareholding in Shandong Fengxiang, and the mandatory general offer for all the issued H shares in Shandong Fengxiang, other than those already owned by or agreed to be acquired by Falcon. Falcon is a limited partnership whose general partner is Falcon Holding GP, a company directly 100 percent owned by PAG Capital. Shandong Fengxiang is a white-feathered broiler meat exporter and retail enterprise of chicken meat food in China. Shandong Fengxiang’s H shares are listed in Hong Kong. Capital markets partner Christina Lee, supported by partners Brian Wong and Derek Poon, led the firm’s team in the transaction.

Baker McKenzie and its Singapore member firm, Baker McKenzie Wong & Leow, have advised Electricity Generating Public Company (EGCO Group) on the disposal of its entire shares in three geothermal power plants in Indonesia to Star Energy Group Holdings. Under the agreement, EGCO Group disposed 20 percent of issued and paid-up ordinary shares in Star Energy Geothermal and 30.25 percent of issued and paid-up ordinary shares in Star Phoenix Geothermal JV, for a total consideration of US$485 million. The two companies hold interests in three geothermal power plants, namely “Wayang Windu”, “Salak” and “Darajat” located in West Java, Indonesia. Bangkok corporate and commercial partner Preeda Meksrisuwan and Singapore principal Bee Chun Boo of Baker McKenzie Wong & Leow led their firm’s respective team in the transaction.

Clifford Chance has advised leading crypto asset servicing provider Zodia Custody on its joint venture with SBI Digital Asset Holdings (SBI DAH) to establish a Japan-based crypto assets custodian, targeting institutional clients in one of the most sophisticated crypto asset regulatory jurisdictions. The transaction is subject to antitrust, foreign direct investment and financial regulatory clearances. The joint venture features an innovative structure, and will be owned 51 percent by SBI DAH and 49 percent by Zodia Custody. Zodia Custody provides crypto asset services to institutional investors around the globe, enabling institutions to invest safely and securely in crypto assets. Based in London, it is a subsidiary of Standard Chartered with backing from Northern Trust. Partner Michihiro Nishi led the firm’s team in the transaction.

Clifford Chance has also advised secondaries private equity firm TR Capital, as the lead investor, on the international aspects of a fund restructuring transaction of US$150 million. The transaction involves the acquisition of three Indian companies from Samara Capital Partners Fund II by a newly incorporated vehicle. The TR Capital-led investor consortium also includes Stepstone Group, Unigestion and Axiom Asia. The three acquired companies include SMT (Sahajanand Medical Technologies), India’s largest manufacturer of minimally invasive cardiovascular devices and supplier of stents; FirstMeridian Business Services, India’s third largest staffing company with a headcount of more than 118,000 associates; and Paradise Food Court, a biryani restaurant chain with 80 outlets across 10 cities. Partner Bryan Koo, supported by partner Mark Shipman, led the firm’s team in the transaction, which is one of the largest secondaries transactions completed in India to date.

Cyril Amarchand Mangaldas has advised Enzene Biosciences, a subsidiary of Alkem Laboratories, on the acquisition of eight percent minority stake in Enzene Biosciences by Eight Roads Ventures and F-Prime Capital for a total consideration of approximately Rs1.61 billion (US$19.4m). Partner Nagavalli G led the firm’s team in the transaction, which was signed on December 23, 2022.

Cyril Amarchand Mangaldas has also advised JP Morgan India, as the broker, on the share sale, over two tranches in October 2022 and January 2023, of 4.4 percent equity stake with an aggregate value of approximately Rs16 billion (US$193m) by Sojitz Corporation in Samvardhana Motherson International (Motherson). The transaction involved the sale of equity shares of Motherson via share sale on the stock exchanges. In the first tranche, Sojitz divested 2.83 percent stake in Motherson for approximately Rs8.26 billion (US$99.7m). The second tranche comprised a sale of 1.57 percent stake by Sojitz in Motherson for approximately Rs7.76 billion (US$93.7m). Western region markets practice head partner Abhinav Kumar led the firm’s team in the transaction, which was signed on January 16, 2023 and closed on January 18, 2023. Ashurst acted as international counsel for the broker.

Proskauer has advised world-leading hospitality group Accor on the sale of its remaining interests in H World Group, formerly Huazhu Group, for US$460 million. These sales finalize the value creation of the investment made by Accor in 2016, also with the firm’s representation. The cumulative value received by Accor since it started selling its interests in 2019 has now reached US$1.2 billion, compared to an initial investment of less than $200 million. Pursuant to the original transaction, H World maintains its master franchise agreement to various Accor brands, which has resulted in the opening of 450 budget and mid-range hotels in China, with an additional 190 hotel openings in the pipeline for the next three years. Private equity real estate partners Jeff Horwitz and Yuval Tal, supported by capital markets partners Louis Rambo and Jeremy Leifer, led the firm’s team in the transaction.

Rajah & Tann Singapore has acted as Singapore counsel to Grofers International on its approximately US$568 million acquisition of all the shares in Indian instant delivery service Blink Commerce (formerly Grofers India, and a wholly-owned subsidiary of Grofers International) by food delivery startup Zomato. Partner Evelyn Wee led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted for Keppel FELS on the disposal of a JTC industrial shipyard located at 55 Gul Road Singapore, together with the foreshore lots, seabed plots, plant and machineries, and floating docks to ST Engineering Marine for a total consideration of S$95 million (US$71.2m). Partner Norman Ho led the firm’s team in the transaction.

Shook Lin & Bok has acted as transaction counsel to Intudo Ventures, as the lead investor, on iSeller’s Series B financing round, which raised approximately US$12 million. iSeller is Indonesia’s leading omnichannel point of sale platform for online and offline merchants. Partners Ho Ying Ming and Siow Ying Yi led the firm’s team in the transaction.

Skadden has advised Hesai Group, the global leader in three-dimensional light detection and ranging (LiDAR) solutions, on its IPO of American depositary shares on Nasdaq. Hesai Group offered ten million ADSs, each representing one Class B ordinary share, at US$19 per ADS, for a total offering size of US$190 million, assuming the underwriters do not exercise their over-allotment option to purchase up to an aggregate of 1.5 million additional ADSs at the IPO price. This is the largest US IPO by a Chinese technology company since mid-2021, and the second largest technology IPO worldwide in the past 12 months. Trading was expected to commence on February 9, 2023. Shanghai partner Yuting Wu led the firm’s team in the transaction.

WongPartnership is acting for IOI Properties Group on the leasing of Central Boulevard Towers. Partners Tan Teck Howe and Lee Si Min are leading the firm’s team in the transaction.

December 28

TT&A advised Mr. Sam Balsara and Ms. Lara Balsara Vajifdar in relation to the 26percent stake held by them in Mediacom Communications Private Limited

TT&A advised Mr. Sam Balsara and Ms. Lara Balsara Vajifdar in relation to the 26percent stake held by them in the share capital of Mediacom Communications Private Limited.

This matter involved the purchase by Russell Square Holding B.V., a subsidiary of WPP plc, of the 26percent stake held by Mr. Sam Balsara and Ms. Lara Balsara Vajifdar in Mediacom Communications Private Limited.

TT&A Team: Feroz Dubash – Partner; Teeshta Bissa & Jasel Mundhra – Associates

January 10,2023

TT&A advised Rahul Mishra in formation of a joint Venture with Reliance Retail Ventures Limited

TT&A advised Rahul Mishra in formation of a joint venture company with Reliance Retail Ventures Limited to create a new brand which will engage in the business of accessories, footwear, home, beauty, and jewelry across the globe. The joint venture company aims to open flagship stores around the globe and create a new global brand under the aegis of Rahul Mishra.

Rahul Mishra is a leading Indian fashion designer and is the first Indian designer to showcase at Paris Haute Couture week.

TT&A Team: Harshit Chandra & Akshita Alok – Managing Associates

Maples has acted as Cayman Islands counsel to Atour Lifestyle Holdings on its IPO of 4.75 million American depositary shares, representing its Class A ordinary shares, and its listing on Nasdaq. Atour is the largest upper midscale hotel chain in China, in terms of room number. The offering, which closed on November 15, 2022, raised approximately US$52 million. Partner Derrick Kan led the firm’s team in the transaction, while Davis Polk & Wardwell advised on US law, and JunHe advised on law. The underwriters were represented by Latham & Watkins as to US law and by Zhong Lun Law Firm as to Chinese law.

 ECARX Holdings Inc. and COVA Acquisition Corp. (De-SPAC) – closed on 20 December 2022

Maples

Acted as Cayman Islands counsel to ECARX Holdings Inc. (“ECARX”), a global mobility tech company transforming vehicles into seamlessly integrated information, communications, and transportation devices, in connection with its business combination with COVA Acquisition Corp. (“COVA”), a Cayman Islands special purpose acquisition company listed on Nasdaq. The business combination was effected by means of two consecutive mergers pursuant to which Ecarx Temp Limited (“Merger Sub 1”), a wholly owned subsidiary of ECARX, merged with and into COVA (the “First Merger”), with COVA surviving the First Merger; and immediately following the First Merger, COVA as the surviving company of the First Merger merged with and into Ecarx&Co Limited, a wholly owned subsidiary of ECARX (the “Second Merger”, and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger. As a result of the Mergers, ECARX become a public listed company. ECARX is shaping the interaction between people and cars by rapidly advancing the technology at the heart of smart mobility. ECARX’s current core products include infotainment head units, digital cockpits, vehicle chip-set solutions, a core operating system and integrated software stack. Beyond this, ECARX is developing a full-stack automotive computing platform. Upon consummation of the business combination, ECARX commenced trading on Nasdaq on 21 December 2022. The Business Combination has raised approximately US$368 million. The Maples team comprised partner Karen Zhang Pallaras and associate Katherine Ng. Skadden, Arps, Slate, Meagher & Flom acted as US legal advisor to ECARX. Orrick acted as US legal advisor to COVA.

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