Allen & Gledhill has acted as transaction counsel to CDL Constellation on the S$313.2 million (US$230.8m) acquisition of the leasehold interest from Far East H-REIT, through DBS Trustee, as trustee of Far East H-REIT, and reversionary interest from OPH Riverside, a wholly-owned subsidiary of Far East Orchard, via put and call option agreements, in the property known as Central Square in Singapore. Partner Ernest Teo led the firm’s team in the transaction.
Allen & Gledhill advised DBS Trustee Limited (in its capacity as trustee of BHG Retail REIT) (“DBS Trustee”), certain of its subsidiaries and BHG Retail Trust Management Pte. Ltd. (“BHG Reit Manager”) on the S$252 million offshore facility agreement (“Offshore Facility”), and RMB297.0 million onshore facilities agreements in relation to obtaining secured term loan facilities. Such onshore-offshore facilities were granted for the purposes of, among others, refinancing existing facilities and to finance general corporate and working capital purposes. A separate team from Allen & Gledhill, as transaction counsel, advised the offshore lenders on the Offshore Facility. Advising DBS Trustee and BHG Reit Manager was Allen & Gledhill Partner Daselin Ang. Advising the offshore lenders was Allen & Gledhill Partner Aloysius Ng.
AZB & Partners is advising Bharti Airtel on its Rs24 billion (US$317m) acquisition, together with its wholly-owned subsidiary Nettle Infrastructure Investments, of approximately 4.7 percent equity stake in Indus Towers, a joint venture between Bharti Airtel and Vodafone Group, from Euro Pacific Securities, an affiliate of Vodafone Group. Partners Gautam Saha, Amrita Patnaik and Punita Gupta are leading the firm’s team in the transaction, which was signed on February 25, 2022 and is yet to be completed.
AZB & Partners is also advising FS India Solar Ventures on its engagement of TATA Projects to construct, develop and commission a 3.3 GW fully integrated solar photovoltaic modules manufacturing facility. The deal was valued at approximately Rs13.9 billion (US$184m). Partner Anuja Tiwari is leading the firm’s team in the transaction, which was signed on March 23, 2022 and is yet to be completed.
Baker McKenzie has acted as Hong Kong and US counsel to Ferretti, an established leader in the global luxury yacht industry, on the approximately HK$1.9 billion (US$242.5m) global offering and listing of its shares in Hong Kong, which commenced trading on March 31, 2022. Ferretti is the first overseas company to be listed in Hong Kong, under the new listing regime for overseas companies which took effect on January 1, 2022, and the first European-incorporated company to successfully list in Hong Kong in the last decade. Ferretti is also the first luxury yacht company to make its debut in the Asian capital market, with firm support from highly reputed European and Chinese shareholders. China International Capital Corporation Hong Kong Securities (CICC) acted as the sole sponsor and sole global coordinator, while CICC, BNP Paribas Securities (Asia) and Zhongtai International Securities acted as the joint book-runners and joint lead managers in the transaction. Partners Wang Hang (Beijing) and Adam Farlow (London), supported by partner Marco Marazzi (Milan) and Michael Lian in the International Capital Markets team of FenXun Partners, Baker McKenzie’s joint operation platform partner in China, led the firm’s team in the transaction.
Clifford Chance has advised EQT Private Equity on its majority stake acquisition of Guardian Shanghai Hygiene Service. Founded in 2011, Guardian is the largest local Chinese pest control operator with a strong presence in eastern and southern provinces of China. It maintains a strong position in high-end commercials verticals, such as restaurant chains, supermarkets, shopping malls, airports, hotels and food production facilities. The transaction marks EQT’s support for Guardian’s next phase of growth by driving consolidation in China’s fragmented pest control market. Leveraging EQT’s in-house digitalisation and sustainability capabilities, Guardian continues to improve living conditions in Chinese cities through efficient pest control, thereby decreasing negative environmental and human impacts. Hong Kong partner Bryan Koo, supported by Singapore partner Tom Lin, led the firm’s team in the transaction.
Clifford Chance has also acted as US federal securities and English law counsel to Malaysian dairy producer Farm Fresh on the international aspects of its US$238.8 million IPO and listing in Malaysia, marking the country’s largest offering since June 2021. Farm Fresh is Malaysia’s largest integrated producer of dairy products made from fresh milk. It is a fast-growing, vertically integrated dairy group which farms, manufactures and distributes various dairy and plant-based products. Sovereign wealth fund Khazanah Nasional and the Employees Provident Fund Board of Malaysia are substantial shareholders of Farm Fresh. Partner Johannes Juette led the firm’s team in the transaction, while Adnan Sundra & Low advised on Malaysian law.
IndusLaw has advised social media unicorn ShareChat on its acquisition of short video app MX TakaTak from MX Media for US$700 million. The deal involved a mix of cash and stock. The acquisition of Takatak business by ShareChat will strengthen its position in the short video sector, and it is likely to create the India’s largest short video platform. ShareChat already owns the leading short video app ‘Moj’. MX TakaTak will continue to operate as a separate platform for now, but the two apps’ creator bases, content supply and recommendation algorithms may integrate eventually. Partner Manish Gupta, supported by partners Anubha Sital, (corporate advisory), Shreya Suri (regulatory), Vaibhav Bhardwaj (employment) and Bharadwaj Jaishankar (IP), led the firm’s team in the transaction. MX and TIL was represented by Shardul Amarchand Mangaldas & Co, while the other sellers were represented by Gunderson, Touchstone Partners and Latham & Watkins.
IndusLaw has also advised corporate spend management startup Enkash on the investment into it led by Ascent Capital and Baring India Private Equity Partners. Other investors who also participated in this round include Mayfield, Axilor and White Ventures. Partner Divya Varghese, supported by partner Shreya Suri, led the firm’s team in the transaction, which was valued at US$20 million. Jerome Merchant + Partners (JMP Law) represented White Venture; Trilegal represented Baring India Private Equity Partners; and Quillon Partners represented Ascent Capital.
JSA has advised Sabre Partners AIF Trust on the Series B funding led by Sabre Partners and HealthQuad Fund II in Aayuv Technologies, an AI-based healthcare start-up. Some of the existing investors of Aayuv Technologies, such as Eight Roads Ventures, Siana Capital, VE Proactive Fund II, Endiya Partners and Ventureast, also participated in the round. Partner Arrchana Panchall led the firm’s team in the transaction, which was valued at approximately US$15 million. Aayuv Technologies was represented by IC Universal Legal; HealthQuad was advised by L&L Partners; and the existing investors were advised by DSK Legal.
JSA has also advised State Bank of India Gift City Branch on a US$1 billion sovereign loan extended to Sri Lanka. Sri Lanka is facing severe economic crisis triggered by shortage in its foreign exchange reserves. India had previously announced that it will support Sri Lanka in all possible ways. Accordingly, India has extended various economic packages and undertaken humanitarian initiatives to help the neighbouring island nation in stabilizing its economy. The US$1 billion loan is a part of the said initiatives, and will be utilised by Sri Lanka for procurement of essential commodities. Partners Dina Wadia and Nand Gopal Anand led the firm’s team in the transaction, while Stephenson Harwood (Singapore) Alliance and Nithya Partners advised on English law and Sri Lankan law, respectively.
Khaitan & Co has advised Alembic Pharmaceuticals on the acquisition of the balance of 40 percent stake in Aleor Dermaceuticals, a joint venture company of Alembic and Orbicular Pharmaceutical Technologies, thereby making Aleor a wholly-owned subsidiary of Alembic. Aleor develops, manufactures and sells pharmaceutical (dermatology) products for global markets, with product offerings across cream, gel, ointment, shampoo, lotion, solutions, sprays, foams, microsponge and nanoparticulate platform-based products. Partner Bhavik Narsana led the firm’s team in the transaction, which was completed on March 29, 2022.
Khaitan & Co has also advised Inox Leisure on its all-stock amalgamation with PVR, which was already approved by their respective Boards of Directors. The amalgamation is subject to approval of INOX and PVR shareholders, stock exchanges, SEBI, and such other regulatory approvals, as may be required. Upon obtaining all approvals, when the merger becomes effective, INOX will merge with PVR. Shareholders of INOX will receive shares of PVR in exchange for shares in INOX at the approved share exchange ratio. Post the merger, INOX promoters will have 16.66 percent stake, while PVR promoters will have 10.62 percent stake in the combined entity, which will be named as PVR INOX, with branding of existing screens to continue as INOX and PVR, respectively. New cinemas opened post the merger will be branded as PVR INOX. INOX Leisure operates 160 multiplexes and 675 screens in 72 cities, entertaining close to 70 million patrons every year. PVR is one of the most premium film exhibition companies in India. Since its inception in 1997, the brand has redefined the way entertainment is perceived in the country. PVR currently operates a cinema circuit comprising of 871 screens at 181 properties in 73 cities (India and Sri Lanka), serving over 100 million patrons annually. Partner Ashraya Rao, supported by partners Manas Kumar Chaudhuri, Anisha Chand, Adheesh Nargolkar and Smriti Yadav, led the firm’s team in the transaction, which was announced on March 27, 2022. Shardul Amarchand Mangaldas advised PVR.
Kudun and Partners has represented S Global, a subsidiary of Sermsang Power, a leading renewable energy producer and distributor in Asia and one of the largest wind power generators in Thailand, on its acquisition of 25 percent shares in Win Chai, owner and operator of Romklao Wind Farm, an active wind power plant project consisting of 13 turbines located in North Eastern province of Thailand, Mukdahan with a contracted capacity of 45 MW, for a total value of more than β1 billion (US$29.8m). The acquisition was conducted through a complex and challenging cross-border acquisition of Hong Kong-incorporated Rowella, the beneficial person of Qian Xing Long Company, holding 25 percent shares in Winchai. The acquisition is part of Sermsang Power’s goal of driving renewable energy business towards becoming a leading energy company in Asia. Partner Ekachai Chotpitayasunon led the firm’s team in the transaction.
L&L Partners has advised Aditya Birla Finance on Rs517 million (US$6.8m) aggregate principal amount of rupee loan facilities made available to Fogo Energy Ventures, a subsidiary of Fourth Partner, to finance the implementation of 19.3 MW DC / 13 MW AC ground-mounted solar power project at Kodukkamparai & Irachi villages, in Kovilpatti Taluk, Tuticorin District in the State of Tamil Nadu. Partner Karan Mitroo led the firm’s team in the transaction.
Paul Hastings has represented China International Capital Corporation Hong Kong Securities and HSBC Corporate Finance (Hong Kong), as the joint sponsors, on the spin-off and separate listing of China Conch Environment Protection Holdings in Hong Kong. Headquartered in Wuhu, Anhui Province, China Conch Environment Protection is a company that provides eco-friendly and cost-efficient treatment of industrial solid and hazardous waste in China. The listing of China Conch Environment Protection was completed via introduction, following the spin-off from China Conch Venture Holdings. China Conch Environment Protection will continue to be principally engaged in industrial solid and hazardous waste treatment business. Global partner and chair of Greater China Raymond Li and corporate partners Jean Yu and Vincent Wang, led the firm’s team in the transaction.
Rahmat Lim & Partners has advised URC Equity Ventures on its investment, via subscription of convertible notes issue by Amazin’ Graze Group, a local innovator in South East Asia in the art of making healthy, delicious and affordable treats. Partners Chen Lee Won (Malaysia) and Nicholas Soh (Singapore) led the firm’s team in the transaction, which was valued at S$3 million (US$2.2m) and was completed on January 19, 2022.
Rahmat Lim & Partners has also advised CTOS Digital on the acquisition of 49 percent equity interest in Juris Technologies from Natsoft (M) for M$205.8 million (US$49m) in cash. The transaction involved a pre-completion restructuring of JurisTech to carve out certain excluded assets, and is a material transaction triggering prior approval of CTOS’ shareholders. Juris Technologies is one of the leading Malaysian-based fintech companies specialising in enterprise-class software solutions for banks, financial institutions, and insurance and telecommunication companies. It has a strong entrenched market position in Malaysia, and has customers based outside of Malaysia, including Australia, the UAE, Singapore and Brunei. Partner Ho Wei Lih led the firm’s team in the transaction, which was completed on March 4, 2022.
Rajah & Tann Singapore is acting on the S$86.5 million (US$64m) purchase of a 15-storey building comprising 78 fully furnished apartments, 12 on Shan, from a related company of Singapore-listed TA Corporation. Partners Norman Ho and Gazalle Mok are leading the firm’s team in the transaction.
Rajah & Tann Singapore has also acted for Reebelo, APAC’s leading marketplace for pre-owned tech devices, on its US$20 million Series A fundraising led by Cathay Innovation and June Fund. Other participants include FJ Labs, KREAM, Moore Strategic Ventures, French Partners and Gandel Invest. Partner Terence Quek led the firm’s team in the transaction.
WongPartnership is acting for Olam Holdings on its US$1.24 billion sale of a 35.4 percent stake in Olam Agri Holdings to SALIC International Investment. The proposed sale to and resulting partnership with SALIC will unlock value for shareholders of Olam, and catalyse Olam Agri’s access to new markets. Managing partner Ng Wai King and partners Chan Sing Yee and Lydia Ong led the firm’s team in the transaction, together with senior consultant Annabelle Yip, as well as partners Chan Jia Hui and Jayne Lee.
WongPartnership is also acting for CapitaLand Integrated Commercial Trust (CICT) and CapitaLand Open End Real Estate Fund (COREF) on the S$1.3 billion (US$958m) acquisition of a Grade-A office building at 79 Robinson Road. The purchase will be done by acquiring 70 percent and 30 percent, respectively, of the shares of the property holding company Southernwood Property, CICT and COREF. Partners Andrew Ang and Nicolette Lye led the firm’s team in the transaction, together with partners Tan Teck Howe, Lesley Tan, Kyle Lee and Lee Si Min.
