Allen & Gledhill has acted as transaction counsel to Singapore Power Group on the purchase of 100 percent of the shares in two project companies which operate two solar farms in Phu Yen Province, Vietnam. By this transaction, SP Group expands its renewable energy business from solar rooftop to ground-mounted farms in Vietnam for the first time. The target solar farms have a total capacity of 100 MWp, and were developed by Europlast, one of the largest companies operating in renewable energy and plastic industries in Vietnam. Vietnam managing partner Oh Hsiu-Hau led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to SATS on the S$1.82 billion (US$1.37b) acquisition of Promontoria Holding 243 and its S$798.9 million (US$601m) renounceable underwritten rights issue of new ordinary shares. In terms of deal size, the rights issue, which will raise gross proceeds of approximately S$798.8 million (US$601m), is Singapore’s largest rights issue in 2023. The acquisition is partly funded by a three-year euro-denominated term loan of approximately S$700 million (US$526.7m) from SAT’s principal bankers, net proceeds from the rights issue, and cash from SAT’s existing cash balance to fund the remainder of the total acquisition cost. Partners Leonard Ching, Christopher Ong, Christopher Koh, Michele Foo, Yap Lune Teng and Scott Clements led the firm’s team in the transaction.
Moreover, Allen & Gledhill has acted as transaction counsel to Sembcorp Industries (SCI) on the issue of S$350 million (US$263m) 4.6 percent fixed rate notes due 2030 by Sembcorp Financial Services (SFS) under the S$3 billion (US$2.26b) multicurrency debt issuance programme established by SCI and SFS. SCI is the guarantor of the notes. The proceeds arising from the issue of the notes will be used to finance or refinance projects under the Sembcorp Green Financing Framework. Partners Bernie Lee, Kern Wong and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners has advised HSBC Securities and Capital Markets (India), as the stockbroker, on the approximately Rs32.15 billion (US$391m) sale of equity stake held by Synnex Mauritius in Redington. Partners Varoon Chandra and Lionel D’Almeida led the firm’s team in the transaction, which was completed on February 27, 2023.
AZB & Partners has also advised Gauge Capital on the Indian aspects of its acquisition of stake in Streamline Healthcare Solutions. Partners Ashwath Rau, Prerak Ved and Nandan Pendsey led the firm’s team in the transaction, which was completed on March 10, 2023.
Moreover, AZB & Partners is advising Abu Dhabi Investment Authority, via its wholly-owned subsidiary, on its Rs41 billion (US$499m) acquisition of equity stake in Lenskart Solutions. Partners Darshika Kothari, Kunal Kumbhat and Vasudha Asher are leading the firm’s team in the transaction, which was signed on March 6, 2023 and is yet to be completed.
Baker McKenzie Wong & Leow, the Singapore member firm of Baker McKenzie International, together with Baker McKenzie in Thailand, has advised Nomura Holdings on the successful sale of its entire stake in Capital Nomura Securities (CNS) to the Bank of Ayudhya (Krungsri). The sale agreement, which covers CNS’ domestic and retail brokerage businesses in Thailand, comprised Nomura’s 99.1 percent stake in CNS held by Nomura Asia Investment (Singapore). The transaction was completed on March 7, 2023, having obtained approvals from Krungsri’s shareholders, the Bank of Thailand and other relevant regulatory agencies. M&A principal Andrew Martin (Baker McKenzie Wong & Leow in Singapore) and financial services partner Benja Supannakul (Baker McKenzie in Thailand), supported by Singapore local principal Sharon Foo and Thailand partners Apichart Kasemsri Na Ayudhya, Sujade Simthamnimit and Theppachol Kosol, led the firm’s team in the transaction.
Clifford Chance has advised energy investor Daiwa Energy & Infrastructure (DEI) on the acquisition, as part of an investor consortium, of 100 percent of Celtic Roads Group (Waterford) DAC, which operates the N25 Waterford Bypass direct toll road public-private partnership project in Ireland. The consortium also includes IST3 Investments Foundation (acting for its investment group IST3 Infrastruktur Global) as co-investor, and Real Asset Investment Management as asset manager. The N25 Waterford Bypass, which includes the landmark Thomas Francis Meagher Bridge spanning the River Suir, connects the M9 Motorway, N24, N25 and N29 national route to complete a critical road access link, and relieves congestion in the rapidly expanding region of South-East Ireland. A key contributor to the sustainable development of the region’s economy, the road network provides access to commercial ports on the eastern and southern seaboards, and improves accessibility to Waterford Airport. DEI is a core strategic subsidiary of Daiwa Securities Group for exploring further investment opportunities in infrastructure assets, renewable energy and resource. Partner Natsuko Sugihara (Tokyo), supported by senior partner Christian Kremer (Luxembourg) on the Luxembourg law aspects, led the firm’s team in the transaction.
Clifford Chance has also advised SeaTown Private Capital Master Fund, the private equity fund managed by Singapore-based investment manager SeaTown Holdings International, on its investment into Foundation Healthcare Holdings (FHH). A ground-up, purpose-built and technology-enabled healthcare platform headquartered in Singapore, FHH has been established with over 50 specialists spanning 13 medical specialties and an estimated pro-forma revenue of over S$130 million (US$98m). Partner Valerie Kong led the firm’s team in the transaction.
Moreover, Clifford Chance has advised leading global private equity firm CVC Capital Partners on the international aspects of CVC Funds’ minority investment in Samator Indo Gas (SIG). Previously known as Aneka Gas Industri, SIG is Indonesia’s largest and leading industrial and medical gas company. The Harsono family will continue to hold a majority stake in and retain control of SIG. The strategic partnership with CVC is expected to strengthen SIG’s leading position as an industrial and medical gas manufacturer and provider. SIG has several expansion plans in the near future, including the upcoming new plant in Kawasan Industri Terpadu Batang (KITB), Central Java, Indonesia. SIG had previously announced its first customer in KITB, KCC Glass, which will build one of the largest glass factories in Southeast Asia. SIG further intends to develop its pipeline business to serve tenants in KITB, which is planned to become an area that will support the development of Indonesia’s electric vehicle industry. Partner Tom Lin, supported by partners Matt Truman (finance) and Richard Blewett (antitrust), led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has advised JP Morgan India, as the broker, on the block sale of shares of Samvardhana Motherson International, with reported aggregate value of Rs16.12 billion (US$196m). Sumitomo Wiring Systems sold, via India’s stock exchanges, its 230 million equity shares, representing 3.4 percent stake in Motherson, for Rs16.12 billion (US$196m). The transaction was signed on March 15, 2023, and closed on March 16, 2023. Western region markets head partner Abhinav Kumar led the firm’s team in the transaction, while Ashurst acted as international counsel.
Cyril Amarchand Mangaldas has also advised Goldman Sachs (India) Securities, as the sole broker, on the sale of shares of Dabur India by Gyan Enterprises and Chowdry Associates for a reported aggregate amount of Rs9.78 billion (US$119m). The transaction involved the sale via the Indian stock exchanges of approximately 17.72 million equity shares of Dabur India by promoters Gyan Enterprises and Chowdry Associates. The transaction was signed on December 19, 2022, and closed on January 22, 2023. Northern region markets head partner Gokul Rajan led the firm’s team in the transaction, while Freshfields Bruckhaus Deringer acted as international counsel.
JSA has advised Torreya Holdings on the India leg of 100 percent acquisition of Torreya Partners by Stifel Financial Corp. A subsidiary of Torreya Partners, Torreya Partners India provides capital advisory services to pharma clients, primarily in India. A leading M&A and private capital advisory firm, Torreya primarily advises pharma companies, and specializes in the life sciences sector, including biotechnology and pharmaceuticals. In addition to M&A, Torreya also offers advisory services on joint ventures, royalty monetization, licensing agreements and private capital raising. Stifel is a financial services company which provides banking, securities and financial services to clients across the globe. The acquisition is aimed at broadening Stifel’s business and expanding its reach in the pharma sector. Partner Rupinder Malik, supported by direct tax head partner Kumarmanglam Vijay, led the firm’s team in the transaction.
Khaitan & Co has advised Knowledge Planet and its promoters (Sachin Bharti Gupta and Monika Oli) on the Indian law aspects of the 100 percent sale of the Knowledge Planet Group to PhysicsWallah. An ed-tech platform that provides affordable and comprehensive learning experience to students of classes 6 to 12 and those preparing for JEE and NEET exams, PhysicsWallah acquired the Knowledge Planet Group, which provides test preparation services to students (through offline and online modes) in K12 segment in the UAE. Partners Monika Srivastava and Sanchit Agarwal led the firm’s team in the transaction.
Khaitan & Co has also advised Pineyard Solutions on its series A2 round of funding from GSV Ventures Fund III, through which it acquired minority shareholding in the company by investing US$3 million. Also known as “AdmitKard”, Pineyard Solutions provides assistance with respect to admissions in universities outside India. GSV Ventures Fund III is a limited partnership organized under the laws of Delaware USA, and is a multi-stage venture capital firm focused on the global education and workforce skills sector. Partners Bharat Anand, Monika Srivastava and Sanchit Agarwal led the firm’s team in the transaction.
Kudun and Partners has represented Damri Residence, a project company sponsored by Areeya Property PCL, a Thailand-listed real estate developer with several successful high-value real estate projects in and around Bangkok, on two critical transactions for the development of the luxurious Soontareeya Residence in Bangkok’s Ratchaprasong area, including a multiple assets-backed financing arrangement transaction. Partners Sarayut Krailadsiri (tax practice co-head) and Peerasanti Sumritutai (real estate practice head) led the firm’s team in the transaction.
Kudun and Partners has also acted as transaction counsel to Apollo Asia Service (AAS) and Apollo Asia Real Estate II Cayman Holdings (AAR), along with the managing director of CAS Capital (Thailand), on the sales of their respective equity interests amounting to 49 percent of all shares in AGRE Service and 49 percent of all shares in CAS Service to the managing director of CAS. These transactions resulted in Apollo’s departure from the CAS-related investment structure, as Apollo no longer holds shares in CAS, whether directly or indirectly. Real estate practice head partner Peerasanti Sumritutai led the firm’s team in the transaction.
Rajah & Tann Singapore has acted for M&G Real Estate on the S$333 million (US$250.6m) purchase and leaseback of a portfolio of four properties from Cycle & Carriage Industries. The properties are currently used as auto showrooms, service centres, workshops and warehouses, and will all be leased back for at least ten years to Cycle & Carriage. Corporate real estate partners Norman Ho and Gazalle Mok, supported by partners Cindy Quek (banking and finance) and Benjamin Liew (financial institutions), led the firm’s team in the transaction.
S&R Associates is representing Aéroports de Paris (ADP) on its agreement with GMR Airports Infrastructure (GIL), initiating the process for its merger with GMR Airports (GAL), in which ADP and GIL currently hold 49 percent and 51 percent stakes, respectively. The merger is expected to be completed in the first half of 2024, subject to completion of relevant steps and regulatory approvals, and the merged entity will be listed in India. The transaction includes a subscription by ADP to approximately €331 million (US$358m) in foreign currency convertible bonds to be issued by GIL, and settlement of certain earn-outs and ratchets previously agreed between ADP and GIL. Following the merger, ADP is anticipated to hold 45.7 percent economic interest in the merged entity, and the GMR group would continue as controlling shareholders. Corporate partners Rajat Sethi, Mohit Gogia and Lakshmi Pradeep, partners Jitesh Shahani (capital markets), Sumit Bansal (tax) and Divyanshu Pandey (banking and finance), and competition head Simran Dhir led the firm’s team in the transaction.
WongPartnership is acting for Ant Group, as lead investor, on the series seed funding round of Proxtera, a Singapore-based metahub platform for B2B businesses and SMEs. The funding will be used as working capital to further develop the company’s innovative digital cross-border trade and financial services enabled by trusted credentials. Partner Nicolette Lye is leading the firm’s team in the transaction.
WongPartnership has also acted for The Law Society of Singapore on the disciplinary tribunal proceedings against Mr Ravi s/o Madasamy. Mr M Ravi has been handed the maximum suspension of five years for making “baseless and grave” allegations against the Attorney-General, prosecutors and the Law Society of Singapore that undermine the integrity of Singapore’s justice system. Partner Wendy Lin led the firm’s team in the matter.
