DEALS
Allen & Gledhill has advised Ascendas Funds Management, as manager of Ascendas Real Estate Investment Trust (Ascendas REIT), on Ascendas REIT’s S$904.6 million (US$680.5m) acquisition of a portfolio of eleven data centres in Europe, comprising four data centres in the UK, three each in the Netherlands and France, and one data centre in Switzerland. Managing partner Jerry Koh and partner Foong Yuen Ping led the firm’s team in the transaction which marks Ascendas REIT’s first foray into the international data centre market.
Allen & Gledhill has also advised Sequoia Capital India, as the lead investor, on the US$65 million Series D financing of Bibit, an Indonesian-based digital investment app with a robo-advisory feature. Julian Ho and Nicholas Soh, with Soemadipradja & Taher partner Emalia Achmadi, led the firm’s team in the transaction.
Allen & Gledhill has advised GLP on the issue of US$850 million 4.5 percent green subordinated perpetual securities, under its US$5 billion euro medium term note programme. The issue represents the first offering of US dollar green subordinated perpetual securities by an Asia-Pacific corporate issuer, and is the largest US dollar green subordinated perpetual securities offering globally. Partners Bernie Lee and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also acted as project counsel to The Association of Banks in Singapore, the Smart Nation and Digital Government Group and seven participating banks on the launch, in collaboration with the Monetary Authority of Singapore and the Ministry of Manpower, of the Singapore Financial Data Exchange (SGFinDex). The SGFinDex is the world’s first public digital infrastructure to use a national digital identity and centrally managed online consent system to enable individuals to access, through financial planning applications, their financial information held across different government agencies and financial institutions in Singapore. Partners Tan Wee Meng and Scott Clements led the firm’s team in the transaction.
Ashurst has advised Hong Kong-listed Mobvista on its acquisition of the entire equity interest in Beijing Reyun Technology (BRT) for Rmb1.5 billion (US$233.4m), comprising of cash consideration and shares. BRT is a big data service provider, which provides advertising and other big data analysis platforms, while Mobvista is a leading technology platform. Under the agreements, Mobvista has conditionally agreed to acquire 47.88 percent equity interest in BRT for approximately Rmb718 million (US$111.7m), as well as 52.12 percent equity interest in BRT for approximately Rmb781 million (US$121.5m), comprising Rmb234 million (US$36.4m) in cash, the allotment and issuance of 67.89 million shares at HK$9.63 (US$1.24) per share, and the allotment and issuance of up to approximately 47.5 million bonus shares. Upon completion, BRT will become an indirect wholly-owned subsidiary of Mobvista. Partner Frank Bi led the firm’s team in the transaction, which is the first major inbound acquisition and a major step for Mobvista to further expand its SaaS platform into China.
Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted as Indonesian counsel to Aplikasi Karya Anak Bangsa (Gojek) on the merger between Gojek, Indonesia’s first decacorn, and Tokopedia, one of Indonesia’s largest and most recognised unicorns. The merger, effective on May 17, 2021, formed GoTo Group, which is poised to become the largest technology group in Indonesia, creating a “go to” ecosystem for daily life by combining e-commerce, on-demand services and financial services. GoTo Group generated a gross transaction value of more than US$22 billion in 2020, with more than 1.8 billion transactions and up to 100 million monthly active users. Partners Bono Daru Adji and Indira Yustikania led the firm’s team in the transaction.
Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has also acted as Indonesian counsel to Deutsche Bank Singapore Branch, The Hongkong and Shanghai Bank Corporation and Mandiri Securities, as the arrangers and dealers, on the third issuance of the euro medium term notes programme by Bank Mandiri, Indonesia’s largest state-owned bank. The notes were priced at US$300 million for five years with a coupon of two percent. This is Bank Mandiri’s first green bond, where the proceeds are used to finance environmentally and socially focused projects. The notes had met the Sustainability Bond Guidelines standards of the International Capital Market Association, which is in line with Asean Sustainability Bond Standards, Green Bond Standards and Social Bond Standards. The notes were listed in Singapore on April 20, 2021. Partners Putu Suryastuti and Mohammad Renaldi Zulkarnain led the firm’s team in the transaction.
AZB & Partners has advised Omnicom APIMA Investments, thru its consulting company Credera Enterprises, on the acquisition by Omnicom of 100 percent shareholding in Areteans Technology Solutions. Partners Gautam Saha and Swati Chauhan led the firm’s team in the transaction, which was signed on April 1, 2021 and was completed on May 5, 2021.
AZB & Partners is advising Tata Digital, an affiliate of Tata Sons, on the acquisition by Tata Digital of up to 64.3 percent stake in Innovative Retail Concepts and Supermarket Grocery Supplies, companies engaged in online B2B sales through its brand “Big Basket”. Partners Samir Gandhi and Bharat Budholia are leading the transaction, which was approved by the Competition Commission of India on April 28, 2021.
AZB & Partners has also advised Amazon on its Rs730 million (US$10m) acquisition, along with other investors, of a stake in Mynd Solutions. Partners Hardeep Sachdeva and Ravi Bhasin led the firm’s team in the transaction, which was completed on March 19, 2021.
AZB & Partners has also advised Internet Fund V, a fund managed by Tiger Global Management, on the Rs6.19 billion (US$85m) acquisition by Tiger Global, together with other investors, in Series E equity funding round, of equity stake in Moglix Labs, which operates an industrial goods marketplace under the brand Moglix. The other investors include Alpha Wave Ventures, SCI Investments VI-I, Harvard Management Private Equity Corporation and Moglix SPV, a series of Venture Highway SPVs II. Partners Ashwath Rau, Srinath Dasari and Bhuvana Veeraragavan led the firm’s team in the transaction, which was signed on April 28, 2021 and was completed on May 6, 2021.
Baker McKenzie has advised China Railway Construction Corporation (CRCC), one of the world’s largest integrated construction enterprises, on the offering of its dual tranche notes for a combined net value of more than US$660 million. The offering consisted of US$300 million 1.875 percent guaranteed notes due 2026 and €300 million (US$367m) 0.875 percent guaranteed notes due 2026. The notes were issued by CRCC Hean, an indirect wholly-owned subsidiary of CRCC, and guaranteed by CRCC. Proceeds from the new notes issuance will be used to repay debts due and replenish working capital for overseas construction projects. ICBC, Bank of China (Hong Kong), DBS Bank and BNP Paribas acted as joint global coordinators, joint lead managers and joint book-runners for the transaction. CCB International, ABC International, BOCOM International, CLSA and Société Générale acted as joint lead managers and joint book-runners. Partner Hang Wang of Baker McKenzie (Beijing) and counsel Bing Han of FenXun Partners (Beijing), supported by local principal Xavier Amadei of Baker McKenzie Wong & Leow (Singapore), led the firm’s team in the transaction.
Baker McKenzie has also acted as Hong Kong and US counsel to the manager of SF Real Estate Investment Trust (SF REIT) on the successful global offering and listing of SF REIT in Hong Kong on May 17, 2021. SF REIT is sponsored by SF Holding, the largest express delivery company in China. The transaction represents an important milestone in the development of the Hong Kong REIT market, as the city’s first logistics-focused REIT. The REIT’s initial portfolio comprises three strategically-located modern logistics properties in Hong Kong, Foshan and Wuhu. Hong Kong REIT head Jeremy Ong, partners Ivy Wong (capital markets), Dorothea Koo (private equity/M&A), Grace Fung (financial services), Debbie Cheung (real estate) and Simon Leung (finance) led the firm’s team in the transaction.
Clifford Chance has advised International Finance Corporation, IFC Emerging Asia Fund and private equity firm Indigo Partners affiliate Indigo Philippines on the private placement of US$250 million convertible bonds due 2027 by Philippine-listed low-cost carrier Cebu Air (Cebu Pacific). The bonds are convertible into common shares of Cebu Pacific. The shares issued as a result of the conversion of the convertible bonds will be listed in the Philippines. The private placement was part of a broader business transformation exercise launched by Cebu Pacific, in response to the Covid-19 pandemic. The proceeds will be used to fund working capital requirements, repayment of debt and lease obligations, and critical capital expenditures of Cebu Pacific and its subsidiaries. Partners Johannes Juette (Singapore), Virginia Lee (Hong Kong) and Gareth Deiner (Singapore), supported by partner Fergus Evans (Singapore), led the firm’s team in the transaction.
J Sagar Associates has advised Cella Holdings, a Singapore affiliate of Xander Group, on the acquisition of 100 percent of the shares of Bagnan Infra from the Jalan Builders Group, based out of Kolkata, West Bengal. Joint managing partner Vivek Chandy and partner Rishabh Gupta, supported by partner Malini Raju, led the firm’s team in the transaction, which marks Xander’s first warehousing investment in eastern India. The firm, led by partner Archana Tewary, also advised on refinancing the existing loans of Bagnan, through ICICI Bank.
J Sagar Associates has advised ICICI Securities, Axis Capital, Edelweiss Financial Services and HSBC Securities and Capital Markets (India) on the recently concluded IPO of POWERGRID Infrastructure Investment Trust (PG InvIT). The final offer document was filed on May 6, 2021, comprising of a public issue of approximately 773.5 million units at Rs100 (US$1.37) per unit, aggregating to approximately Rs77.35 billion (US$1b), comprising a fresh issue of 499.35 million units aggregating to approximately Rs50 billion (US$686.7m) and an offer for sale of 274.15 million units aggregating to approximately Rs27.4 billion (US$376.3m) by Power Grid Corporation of India, the sponsor of PG InvIT. The offering received over 42,000 applications and an overall subscription of 4.7 times, excluding anchor subscription. The units of PG InvIT were listed in India’s stock exchanges on May 14, 2021. Partner Arka Mookerjee, supported by partners Siddhartha Desai, Vishnu Sudarshan, Ashish Suman and Kartikeya GS, led the firm’s team in the transaction.
Khaitan & Co has advised Lebnitze Real Estates, part of RP Sanjeev Goenka Group, on the US$16 million acquisition of the entire promoter shareholding, amounting to approximately six million equity shares representing approximately 60 percent, of public-listed non-banking financial company BNK Capital Markets. Partner Moin Ladha led the firm’s team in the transaction, which was completed on March 30, 2021.
Khaitan & Co has advised Element Solutions, a leading specialty chemicals company whose operating businesses formulate a broad range of solutions that enhance the performance of products people use every day, on its US$60 million acquisition, funded from cash on hand, of HK Wentworth (HKW), a global specialist in formulated chemical solutions with a presence in over 55 countries and manufacturing facilities in the UK, India and China. The acquisition will grow the HKW business, alongside Element Solutions’ own electronics portfolio, to offer high-quality solutions that meet the requirements to protect electronics hardware in demanding applications. Partners Rabindra Jhunjhunwala and Stuti Galiya, supported by partners Anshul Prakash and Deepak Kumar, led the firm’s team in the transaction, which was completed on May 5, 2021. Burges Salmon acted as international lead counsel.
Khaitan & Co is also advising Larsen & Toubro (L&T) on the Rs1.98 billion (US$27.2m) slump sale of its digital transformation products undertaking / division ‘L&T NxT’ to Mindtree. L&T and Mindtree have signed a business transfer agreement to transfer ‘L&T-NxT’ to its listed subsidiary, Mindtree, as a going concern on a slump sale basis. Partner Niren Patel, supported by executive director Sudhir Bassi, are leading the firm’s team in the transaction, which was announced on May 30, 2021 and is expected to be completed on July 31, 2021.
Khaitan & Co has also advised The Blackstone Group, thru Blackstone Advisors India, on the acquisition, via secondary share transfer, by BREP Asia II EIP Holding of 100 percent equity interest of a 70-30 joint venture company of Warburg Pincus and Embassy group, for development and management of warehouses and logistics industrial parks across India, for a total enterprise value of US$700 million. This is the largest warehousing and logistics deal in the country. Embassy Industrial Parks’ warehouses are located across major industrial hubs, and are leased to leading e-commerce and retail players. Pursuant to this transaction, BREP Asia II EIP Holding has acquired the Embassy Industrial Parks platform, which comprises 10.6 million sq ft modern Grade A logistics and warehousing assets. Consequently, Blackstone has become the country’s largest warehousing space aggregator, with over 40 million sq ft logistic parks in assets. Blackstone Advisors India is owned by affiliates of funds advised by affiliates of the Blackstone Group, one of the world’s leading investment firms. Partners Aakash Choubey, Deepak Jodhani, Harsh Parikh and Abhiraj Gandhi, supported by partners Vivek Mimani and Shailendra Bhandare, led the firm’s team in the transaction, which was completed on May 11, 2021.
King & Wood Mallesons has advised Axiata Digital Services (ADS) on the formation of an alliance with SoftBank, the largest independent digital, analytics and marketing company in nine countries across South and Southeast Asia. Pursuant to the agreement, SoftBank will invest approximately US$60 million in Axiata Digital Advertising (ADA), a subsidiary of Axiata Group and held by ADS, giving ADA an initial valuation of US$260 million. Post investment, Softbank will own 23 percent in ADA, while ADS remains the majority shareholder with a 63 percent stake. Through its investment in ADA, SoftBank will establish ADA as its core digital and data marketing partner in the region. South and Southeast Asia corporate head partner Jake Robson, supported by Singapore partner Nick Davies, led the firm’s team in the transaction.
King & Wood Mallesons has advised on SF Real Estate Investment Trust’s global offering and listing in Hong Kong. The offering raised approximately HK$2.5 billion (US$322m), after deduction of the underwriting commission and other estimated expenses in connection with the global offering, and assuming that the over-allotment option is not exercised. SF REIT will be managed by SF REIT Asset Management. SF REIT was listed in Hong Kong on May 17, 2021, marking the first logistics-focused REIT to list in Hong Kong. This transaction involved spinning off assets and subsidiaries from SF Holding and injecting the same assets and companies to SF REIT. SF Holding is the operator of SF Express, a leading integrated logistics and courier service provider in China. The firm also advised the lenders, including DBS Bank Hong Kong Branch, Bank of Communications (Hong Kong) and Credit Suisse Singapore Branch, on the HK$2.16 billion (US$278m) committed term loan facility and the HK$250 million (US$32.2m) uncommitted revolving loan facility provided to SF REIT subsidiary SF Logistics Holdings, in connection with the acquisition of assets and subsidiaries from SF Holding. The firm acted advised the REIT manager as to Chinese law on the Hong Kong listing and advised the lenders on the loan financing as to Chinese and Hong Kong laws. Partners Sun Haotian (Guangzhou), Chen Hua (Beijing), Jessica Zhou (Hong Kong) and Chow Siu Ngor (Hong Kong), supported by Guangzhou partners Yang Xiaoquan and Qiu Liang, led the firm’s team in the transaction, while Baker McKenzie advised as to Hong Kong and US laws and Harney Westwood & Riegels advised as to Cayman Islands and BVI laws. The underwriters were advised by Hogan Lovells as to Hong Kong and US laws and by JunHe as to Chinese law.
King & Wood Mallesons has also advised the sole sponsor and underwriters on the HK$760 million (US$98m) global offering and listing of New Hope Service Holdings in Hong Kong on May 25, 2021. The IPO was priced at HK$3.80 (US$0.49) per share, and comprised a total of 200 million shares. New Hope Service is a property management and lifestyle service operator in China, with a focus on providing property management services, value-added services to non-property owners, commercial operational services and lifestyle services. Partner Anthony Wan led the firm’s team in the transaction.
L&L Partners has advised Singapore-based investment fund Amansa Investments on its investment, via subscription of securities in Series I-2 and Series J rounds of funding, in Bundl Technologies (Swiggy), at a post-money valuation of approximately US$5 billion. Under the Series I-2 round, Swiggy raised approximately US$442 million, with participation of investors such as Naspers, Wellington, Falcon Edge and Amansa. Under the Series J Round of funding, Swiggy raised approximately US$365.5 million, with participation of investors such as Think Investments, Carmignac, Amansa and Goldman Sachs. Swiggy is a leading market player in the online food-delivery market, which is one of the fastest growing sectors in India. Partners Vaibhav Kakkar and Snigdhaneel Satpathy led the firm’s team in the transaction.
L&L Partners has also advised Steadview Capital Mauritius, ABG Capital and Steadview Capital Opportunities PCC Cell 0121-004 (Steadview Group) on the investment in the Series D round of funding of Resilient Innovations (BharatPe), at a post-money valuation of approximately US$900 million. Under the Series D round of founding, BharatPe raised approximately US$90 million in primary fund raise, and also ensured secondary exit for its angel investors and employees for a total amount of approximately US$18 million. The funding round was led by the BharatPe’s existing investor Coatue Management, with participation from other existing investors Steadview Group, Ribbit Capital, Insight Partners, Beenext, Amplo and Sequoia Capital. BharatPe runs the online digital payments platform ‘BharatPe’, and provides payments, lending and other financial services to offline retailers/merchants. Partners Vaibhav Kakkar and Snigdhaneel Satpathy also led the firm’s team in the transaction.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Zhihu on its IPO of 55 million American Depositary Shares, representing its class A ordinary shares, and its listing in New York. Zhihu is the largest Q&A-inspired online community, and one of the top five comprehensive online content communities in China. The offering, which closed on March 30, 2021, raised approximately US$523 million. Partner Karen Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Kirkland & Ellis International acted as US counsel for the underwriters.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands counsel to Cayman Islands company Connect Biopharma Holdings on its IPO of American Depositary Shares, representing its ordinary shares, and its listing on the Nasdaq. Connect Biopharma is a global clinical-stage biopharmaceutical company developing therapies for the treatment of T-cell-driven inflammatory diseases. The offering, which closed on March 23, 2021, raised approximately US$219.9 million. Partner Richard Spooner led the firm’s team in the transaction, while Latham & Watkins acted as US counsel. Davis Polk acted as US counsel to Jefferies, SVB Leerink, Piper Sandler & Co and China International Capital Corporation Hong Kong Securities, as the underwriters.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has acted as Cayman Islands counsel to Smart Share Global on its IPO of 17.65 million American Depositary Shares, representing its class A ordinary shares, and its listing on the Nasdaq. Smart Share Global is the largest mobile device charging service provider in China, in terms of gross revenues in 2020. The offering, which closed on April 6, 2021, raised approximately US$150 million. Partner Karen Zhang Pallaras led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Cooley acted as US counsel for the underwriters.
Maples and Calder, the Maples Group’s law firm in Hong Kong, has also acted as Cayman Islands counsel to Tuya on its IPO of 43.59 million American Depositary Shares, representing its class A ordinary shares, and its listing in New York. Tuya is an IOT solutions provider that helps manufacturers develop their app and bring their product to market, at competitive prices. The offering, which closed on March 22, 2021, raised approximately US$915 million. Partner Karen Zhang Pallaras also led the firm’s team in the transaction, while Davis Polk & Wardwell acted as US counsel. Cleary Gottlieb Steen & Hamilton acted as US counsel for the underwriters.
Paul Hastings has represented AMC Wanhai Securities, China Galaxy International Securities (Hong Kong), Vision Capital International Holdings, Soochow Securities International Brokerage and Central Wealth Securities Investment, as the joint lead managers, on the issuance of US$50 million 5.5 percent bonds due 2022 by Rudong County Tongtai Investment Group, a state-owned investment, financing and operating platform for urban infrastructure construction, operation and management of specialized parks in Rudong County, Nantong City, Jiangsu Province in China. Following the US$150 million and the US$50 million credit enhanced bonds issuances by Rudong County Jinxin Transportation Engineering Construction Investment earlier in January and March, respectively, this is the third bond issuance made by a Rudong County state-owned platform that the firm has advised on this year. Mainland China offices co-chair corporate partner Jia Yan and corporate partner James Ma led the firm’s team in the transaction.
Shearman & Sterling has represented The Hongkong and Shanghai Banking Corporation, BOCOM International Securities, Valuable Capital, BNP Paribas, CMB International Capital, Vision Capital International Holdings, CRIC Securities, CCB International Capital, Harmonia Capital, Guotai Junan Securities (Hong Kong), Seazen Resources Securities, CSFG International Securities, Potomac Capital and Haitong International Securities, as the initial purchasers, on Jiayuan International Group’s offering of US$130 million 11 percent senior notes due 2024. Jiayuan International Group is a property developer of large-scale residential and integrated commercial complex projects, mainly in Jiangsu Province, China. Hong Kong capital markets partner Alan Yeung led the firm’s team in the transaction.
Shearman & Sterling has represented Deutsche Bank and JP Morgan, as the dealer managers, on the offer to purchase for cash by eHi Car Services for its outstanding 5.875 percent senior notes due 2022. The firm also represented Deutsche Bank and JP Morgan, as the initial purchasers, on eHi Car Services’ concurrent offering of US$300 million 7.75 percent senior notes due 2024. Headquartered in Shanghai, eHi Car Services is a leading car rental and car services provider in China. Hong Kong capital markets partner Alan Yeung led the firm’s team in the transaction.
S&R Associates has represented the Embassy Group on the sale of its stake in Embassy Industrial Parks to Blackstone Real Estate. A joint venture between Embassy Group and Warburg Pincus, Embassy Industrial Parks owns 10.6 million square feet of modern Grade A logistics and warehousing assets across major industrial hubs in India. Partners Sandip Bhagat and Sudip Mahapatra led the firm’s team in the transaction.
WongPartnership has acted for DBS, the financial adviser for CLA Real Estate Holdings, on the restructuring and privatisation of CapitaLand. Partner Quak Fi Ling led the firm’s team in the transaction.
WongPartnership has also acted for the Traditional Chinese Medicine Practitioners’ Board on the prosecution of TCM practitioner Yong Rong Mei for failing to provide appropriate care to her patient and failing to take appropriate precautions against injury from treatment, in breach of the Board’s Ethical Code and Ethical Guidelines against TCM practitioners. The practitioner has been found to have been professionally negligent and in breach of the Board’s Ethical Code and Ethical Guidelines, and has been suspended for six months and ordered to pay costs. Partners Sim Bock Eng and Paul Loy led the firm’s team in the transaction.
WongPartnership has acted for ABC World Asia on its US$24 million Series B funding in Kim Dental. Partner Teo Hsiao-Huey led the firm’s team in the transaction, together with partners Alvin Chia, Koh Swee Yen and Zhuang WenXiong.
WongPartnership has also acted for the offeror, CLA Real Estate Holdings, on the restructuring and privatisation of CapitaLand. Managing partner Ng Wai King and partners Andrew Ang, Audrey Chng and Soong Wen E led the firm’s team in the transaction, together with partners Susan Wong, Hui Choon Yuen, Ameera Ashraf, Felix Lee and Chan Jia Hui.
