Allen & Gledhill has advised CapitaLand Commercial Trust Management (CCTM), as manager of CapitaLand Commercial Trust (CCT), on the S$2.1 billion (US$1.55b) acquisition of Asia Square Tower 21 from BlackRock Asia Property Fund III. The property is part of a 46-storey integrated commercial development in the Singapore Central Business District. It will be CCT’s first premium Grade A property in the Marina Bay area, a major business and financial precinct in Singapore. This is the largest single office real estate acquisition in 2017 and the second largest ever in Singapore. In line with the acquisition, the firm also advised CCTM on CCT’s approximately S$700 million (US$516.4m) underwritten and renounceable rights issue and the S$1.425 billion (US$1b) bank loans borrowed by CCT, the total proceeds of which were utilised to finance the acquisition. CCT was the first and the largest Singapore-listed commercial real estate investment trust, with a market capitalisation of S$6.6 billion (US$4.87b) as of November 13, 2017. Partners Prawiro Widjaja (M&A), Eudora Tan (corporate real estate), Lim Pek Bur (tax), Jerry Koh and Teh Hoe Yue (REITs/capital market), Kok Chee Wai (bank loans) and Tay Yong Seng (disputes) led the transaction.
Allen & Gledhill has also advised Keppel-KBS US REIT Management, as manager of Keppel-KBS US REIT, on the US$553.1 million IPO and listing of Keppel-KBS US REIT in Singapore. The offering, valued at US$829.4 million, consisted of 11 office assets in seven key growth markets of the US. Partners Jerry Koh, Teh Hoe Yue and Lim Pek Bur led the transaction.
AZB & Partners is advising UFO Moviez India on its merger with Qube Cinema Technology, Qube Digital Cinema and Moviebuff. The merger ratio, based on relative valuation of the two entities, stands at 63.6 percent for UFO and 36.4 percent for Qube. UFO’s closing market cap was approximately Rs12 billion (US$184.35m), while the acquisition value of Qube Digital is Rs6.86 billion (US$105.4m). Partners Bhavi Sanghvi and Harsh Maggon are leading the transaction, which was signed on November 1, 2017 and is yet to be completed.
AZB & Partners is also advising Equis on the Rs324 billion (US$5b) sale of 100 percent of Equis Energy shares to Global Infrastructure Partners and other co‐investors. The sale includes Equis Energy subsidiaries located in various jurisdictions, including India. Partners Sai Krishna Bharathan and Vivek Bajaj are leading the transaction, which was signed on October 25, 2017 and is yet to be completed.
Clifford Chance has advised Royal Dutch Shell on the sale of 111.8 million shares in Australian oil and gas company Woodside. The approximately A$3.5 billion (US$2.6b) sale represents 100 percent of Shell’s interest and 13.28 percent of the issued capital in Woodside. Rothschild was the financial adviser to Shell, while UBS and Morgan Stanley were appointed as sale banks. Partner Lance Sacks, supported by partner Johannes Juette, led the transaction.
Clifford Chance has also advised a consortium led by Shanghai Ground Food Tech (Ground Food) on its purchase of Western Australia-based diary group Brownes. Shanghai-listed Ground Food is one of the biggest cheese manufacturers in China. Brownes will now form part of its network of four existing dairy manufacturing plants in China (Jilin, Changchun, Tianjin and Shanghai). Sydney partner Lance Sacks led the transaction.
Conyers Dill & Pearman has acted as BVI counsel to FMC on its acquisition of a portion of DuPont’s crop protection business, the divestiture of which was required to comply with the European Commission ruling related to DuPont’s merger with The Dow Chemical Company that completed on August 31, 2017 and formed DowDuPontTM. The firm also acted for FMC on its sale of FMC Health and Nutrition to DuPont. FMC has served the global agricultural, industrial and consumer markets with innovative solutions, applications and products for more than a century. Worldwide, FMC employs 7,000 people and operates its businesses in two segments: FMC Agricultural Solutions and FMC Lithium. BVI partner Anton Goldstein led the transaction.
HSA Advocates is advising Karm Chand Thapar Group (KCT) on the divestment of 100 percent stake of KCT Renewable Energy (KCTRE) to Goldman Sachs-backed ReNew Power Ventures for more than Rs10 billion (US$153.6m). KCTRE owns three fully operational wind power projects with a total capacity of 103 megawatts in the State of Andhra Pradesh. The KCT Group, the Vikram Thapar-led arm of the business house, was founded by Karam Chand Thapar in 1929 as a coal mining company. Today, it has a highly diversified portfolio of businesses, with interests in sectors ranging from coal and real estate to manufacturing and aquaculture. In 2013, the group entered the wind energy sector, a division which is led by Varun Aditya Thapar, son of Vikram Thapar. Managing partner Amitabh Sharma, supported by partners Harvinder Singh and Mazag Andrabi and associate partner Akshay Malhotra, is leading the transaction.
J Sagar Associates has acted as sole Indian counsel to Zeva Capsol (1Crowd) on an equity investment in NuvePro Technologies. 1Crowd is an equity crowd funding platform that connects individual investors with Indian start-up companies and early stage ventures. NuvePro is a Bangalore-based technology company providing solutions to enable multi-cloud management on private and public clouds. Partner Probir Roy Chowdhury led the transaction.
J Sagar Associates has also advised State Bank of India on the update of its US$10 billion medium term note programme. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.
Khaitan & Co has advised Mahindra Logistics on its approximately US$126.6 million IPO. Mahindra Logistics is one of the largest third party logistics solution providers in India. It operates through two segments, namely supply chain management and people transport solutions. Partner Abhimanyu Bhattacharya and associate partner Subhayu Sen led the transaction.
Kirkland & Ellis is representing Midea International, a wholly-owned subsidiary of Midea Group, on its proposed US$237 million privatisation, by way of a scheme of arrangement, of Hong Kong-listed Welling Holding. Hong Kong corporate partners Nicholas Norris and Joey Chau led the transaction.
Luthra & Luthra has advised Reliance Nippon Life Asset Management (RNAM), one of its promoters Reliance Capital and a selling shareholder on RNAM’s proposed IPO. The offering was a combination of a fresh issue by RNAM and an offer for sale by Reliance Capital and Nippon Life Insurance aggregating to approximately Rs15.4 billion (US$236.6m). The equity shares of RNAM were listed in India on November 6, 2017. Partners Manan Lahoty, Geeta Dhania and Vishal Yaduvanshi led the transaction, which is the first IPO listing by an asset management company in India.
Luthra & Luthra has also advised Goldman Sachs, together with UBS and JP Morgan as placement agents, on the sell down of Bharti Infratel shares by Nettle Infrastructure Investments, a wholly-owned subsidiary of Bharti Airtel, aggregating to around US$510 million. Partners Manan Lahoty and Manshoor Nazki led the transaction.
Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Razer, a global lifestyle brand for gamers that offers an integrated portfolio of gaming hardware, software and services, on its IPO of shares in Hong Kong. The shares were offered at HK$3.88 (US$0.50) each, and the offering raised approximately HK$4.1 billion (US$525m). Razer’s principal register of members will be maintained by Maples Fund Services (Cayman) in the Cayman Islands. Partner Richard Spooner led the transaction, while Davis Polk & Wardwell acted as Hong Kong and US counsel. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to Credit Suisse (Hong Kong) and UBS AG Hong Kong Branch, as the underwriters and joint book-runners.
Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Bytedance on its acquisition of musical.ly. Cayman Islands company musical.ly is a Chinese video social network app for video creation, messaging and live broadcasting. The transaction, which will be completed by way of a Cayman statutory merger, is valued at approximately US$800 million. Partners Greg Knowles and Derrick Kan led the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Simpson Thacher and Bartlett acted as US counsel to musical.ly.
Rajah & Tann Asia has advised Sea on its US$884 million IPO in New York, with an over-allotment option for the underwriters to purchase an additional 8.84 million American depository shares. A leading internet company in Indonesia, Taiwan, Vietnam, Thailand, the Philippines, Malaysia and Singapore, Sea also provides digital entertainment services, such as FIFA and League of Legends, digital financial services Airpay and e-commerce platform Shopee. Partners Evelyn Wee, Terence Quek, Celeste Lee, Steve Tan and Vikna Rajah from Rajah & Tann Singapore; co-managing partner Ahmad Assegaf and partner Zacky Husein from Assegaf Hamzah & Partners (Indonesia); and partner Nha Nguyen from Rajah & Tann LCT Lawyers (Vietnam) led the transaction.
Rajah & Tann Asia has also acted for Carl Hansen & Søn Holding on its US$10 million acquisition of the entire issued and paid up share capital of Tropicdane Holdings. Founded in 1908, Carl Hansen & Søn is one of the oldest manufacturers of furniture in Denmark today. Partners Brian Ng from Rajah & Tann Singapore and Nha Nguyen from Rajah & Tann LCT Lawyers (Vietnam) led the transaction.
Shardul Amarchand Mangaldas has advised Axis Bank on its Rs116.26 billion (US$1.8b) fundraising from multiple global and Indian marque investors, including funds affiliated with Bain Capital, Life Insurance Corporation of India and other investors. The proposed investment would be one of the largest private equity investments in the Indian banking sector. Axis Bank proposes to carry out the fund raising through a combination of equity shares and warrants, by way of a preferential issue, under Chapter VII of the SEBI Regulations 2009. Executive chairman Shardul Shroff, supported by Mumbai M&A and PE regional practice head Raghubir Menon and partners Abhishek Guha and Yogesh Chande, led the transaction, which was signed on November 10, 2017 and is subject to completion of conditions precedent, including approval of Axis Bank shareholders. AZB & Partners, led by partners Anil Kasturi, Nandita Govind and Samir Gandhi, acted as domestic counsel to Bain Capital, while Kirkland & Ellis acted as international counsel.
Simpson Thacher has represented KKR on its additional investment in Avendus Capital. In 2015, the firm also represented KKR on its acquisition of a majority stake in Avendus Capital, a leading provider of financial services in India, with businesses spanning from investment banking services to wealth management, credit solutions and alternative asset management. It has offices in five cities in India, as well as in London and New York. Partners Ian Ho (M&A) and Rajib Chanda (registered funds) led the transaction. Khaitan & Co, led by partner Niren Patel, advised Avendus Capital.
Skadden has represented JP Morgan, Barclays, Daiwa Capital Markets Europe and Goldman Sachs International as underwriters on a US$4.5 billion offering by the Japan Bank for International Cooperation of government-guaranteed bonds in three tranches: US$1.5 billion 2.125 percent guaranteed bonds due 2020, US$1.5 billion 2.375 percent guaranteed bonds due 2022 and US$1.5 billion 2.75 percent guaranteed bonds due 2027. Tokyo partner Kenji Taneda, supported by Palo Alto partner Sean Shimamoto, led the transaction.
Skadden is also advising Yixin Group, a leading online automobile retail transaction platform in China and a subsidiary of Bitauto Holdings, on its HK$6.77 billion (US$866.5m) listing in Hong Kong. Trading in the shares commenced on November 16, 2017. Yixin’s principal register of members will be maintained by Maples Fund Services (Cayman) in the Cayman Islands. Partners Julie Gao, Christopher Betts, Haiping Li and Will Cai are leading the transaction, while Maples and Calder (Hong Kong), led by partner Richard Spooner, acted as Cayman Islands counsel and Skadden, Arps, Slate, Meagher & Flom acted as Hong Kong and US counsel. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to joint sponsors Citigroup Global Markets Asia and Credit Suisse (Hong Kong) and to the underwriters.
S&R Associates has advised Vodafone Group and Vodafone India on the proposed sale of Vodafone India’s standalone tower business to ATC Telecom Infrastructure, a majority-owned subsidiary of American Tower Corporation, for an enterprise value of Rs38.5 billion (US$591.4m). Partners Rajat Sethi (Mumbai) and Radhika Iyer (New Delhi) led the transaction, which is subject to customary closing conditions and receipt of necessary regulatory approvals. AZB & Partners, led by partners Gautam Saha, Amrita Patnaik, Heena Singh and Ravi Prakash, advised American Tower Corporation.
Weil is advising Shanghai Pharmaceuticals on its US$1.2 billion acquisition of Cardinal Health’s pharmaceutical and medical products distribution business in China. Corporate partner Charles Ching is leading the transaction.
Weerawong, Chinnavat & Partners has represented Macquarie Bank on the subscription of up to 50 million newly-issued ordinary shares of Thailand-listed Vintage Engineering, pursuant to the offering of the shares on a private placement basis, in whole or in part, on one or multiple occasions. Senior partner Veeranuch Thammavaranucupt and partner Patcharaporn Pootranon led the transaction.
Weerawong, Chinnavat & Partners has also represented Macquarie Bank on the purchase of up to 30 million ordinary shares of Thailand-listed Fortune Parts Industry, on the basis of big lot transactions, in whole or in part, on one multiple occasions. Senior partner Veeranuch Thammavaranucupt and partner Patcharaporn Pootranon also led the transaction.
WongPartnership has acted as Singapore counsel for Thai Beverage on its acquisition of Myanmar Supply Chain and Marketing Services and Myanmar Distillery for approximately US$742 million. Partners Annabelle Yip, Tan Sue-Lynn and Kevin Ho led the transaction.
WongPartnership is also acting as Singapore counsel for Shiseido on the sale of its wholly-owned subsidiary, Zotos International, to Henkel AG & Co KGaA for approximately US$485 million. Partner Lydia Ong is leading the transaction.
