Allen & Gledhill has acted as transaction counsel to Mercatus Tres, a subsidiary of Mercatus Co-operative, on its US$652.5 million divestment of its 50 percent indirect interest in Gold Ridge, which owns, manages and operates NEX, to Frasers Centrepoint Trust and Frasers Property. Partners Ho Kin San, Song Su-Min and Tan Boon Wah led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to Top Harvest Capital on its participation in the US$8.15 million pre-Series A financing round of Asa Ren, jointly led by Marcy Venture Partners and Kejora Capital. Asa Ren is in the business of consumer genetics testing and digitalising health profiles. Top Harvest Capital invests worldwide in early-stage startups leveraging machine learning or artificial intelligence in software and healthcare. Partner Nicholas Soh led the firm’s team in the transaction.
Ashurst has advised Goldman Sachs on the use of their new tokenisation platform, GS DAPTM, in respect of the first tokenised green bond issued by a government globally. A tokenized bond is a bond where its beneficial interests are recorded on settlement in the tokenised securities accounts on a private blockchain network. The successful offering of HK$800 million (US$102m) tokenised green bond is under Hong Kong’s Government Green Bond Programme. GS DAPTM is used to facilitate the use of cash tokens issued by the Hong Kong Monetary Authority (HKMA) for settling primary issuance and secondary trading, as well as making payment for coupons and redemption. Hong Kong’s Financial Services and the Treasury Bureau has described this as a pilot issuance to test the compatibility of Hong Kong’s current legal and regulatory framework, financial infrastructure and market operational practice in order to promote Hong Kong as Asia’s digital-asset and sustainable financing capital. Bank industry global co-chair Etay Katz and financial regulatory partner and Hong Kong managing partner Ben Hammond, assisted by Hong Kong debt capital markets partner and global finance, funds and restructuring finance division co-head Jini Lee, London digital economy partner David Futter, capital markets partner Alex Biles, commercial litigation partner James Levy and Melbourne partner Jeff Lynn led the firm’s team in the transaction.
AZB & Partners has advised Platinum Equity on its global acquisition of high temperature solutions business of Imerys group. Partners Darshika Kothari, Kunal Kumbhat and Nishanth Ravindran led the firm’s team in the transaction, which was valued at approximately US$947m and was completed on January 31, 2023.
AZB & Partners is also advising Azalp Technologies, which operates an online platform that allows users to purchase digital content of influencers and creators listed on the platform (doing business as Rigi), on the Rs1 billion (US$12m) acquisition of equity stake in Rigi by Elevation Capital VIII, Accel India VII (Mauritius), SCI Seed Investment II and Stellaris Venture Partners India Trust II, among others. Partners Srinath Dasari and Nanditha Gopal are leading the firm’s team in the transaction, which was signed on January 5, 2023 and is yet to be completed.
Baker McKenzie has advised SFC-licensed asset manager Pando Finance on securing approval from the Hong Kong Securities and Futures Commission (SFC) to manage investment funds that comprise up to 100 percent virtual assets. Virtual asset specialists Joy Lam, Ryan Chan and Samantha WS Lai led the firm’s team in the transaction.
Bird & Bird ATMD has acted for Cercano Management Asia (formerly Vulcan Capital) on its investment as the lead investor in the US$10 million Series B2 fundraising round of SwipeRX, Southeast Asia’s leading platform for pharmacies. With the fresh funds raised, SwipeRx will expand its business-to-business commerce platform for the pharmaceutical industry in key markets. This round includes investments from other marquee investors, including global pharma Sanofi’s Global Health Unit and existing investors Susquehanna International Group, Johnson & Johnson and Patamar Capital. Corporate partner Marcus Chow led the firm’s team in the transaction.
Clifford Chance has advised global construction group Webuild on the successful restructure and acquisition, through a deed of company arrangement, of Australian engineering and construction company Clough Group. The transaction represents the largest successful trade-on and turnaround of a construction group through voluntary administration in Australian history. This complex transaction was achieved through a sale implementation deed, deed of company arrangement and creditor’s trust relating to five group companies, as well as a number of related share and asset sale arrangements, and the simultaneous restructure of many of Australia’s most significant ongoing infrastructure projects. With this transaction, Webuild has established itself as one of the largest and most well-credentialled construction and engineering firms in the Australian market, acquiring more than A$6 billion (US$4b) of uncompleted works, and guaranteeing ongoing employment for 1,100 Clough employees. Webuild, formerly known as Salini Impregilo, is a leading global player in the construction of large, complex projects for sustainable mobility, hydropower, water and green buildings. The combined Webuild-Clough group in Australia has around 3,000 employees, and a combined order backlog of over A$18 billion (US$12.3b), including projects for which they are preferred bidders. Finance, restructuring and insolvency partner Mark Gillgren led the firm’s cross-border team in the transaction.
Clifford Chance has also advised Japanese financial services group ORIX Corporation, as international counsel on the antitrust and China merger control aspects of its approximately ¥300 billion (US$2.2b) acquisition of DHC Corporation, a leading Japanese manufacturer of cosmetics and health foods. DHC products are sold through a variety of channels, including its network of directly-owned stores, mail-order sales, convenience stores and pharmacies. Beijing partner Yong Bai led the firm’s team in the transaction, while GEN Law Firm provided Chinese law advice.
Cyril Amarchand Mangaldas has advised F5 on the Indian leg of its acquisition of Lilac Cloud, a computer networking entity. The transaction was signed on January 22, 2023 and closed on February 1, 2023. Partners Suvojit Halder, Bishen Jeswant, and Bharath Reddy, supported by taxation head partner SR Patnaik and partner Anirban Mohapatra, led the firm’s team in the transaction, while Skadden acted as international counsel.
Cyril Amarchand Mangaldas has also advised Octopolis Technologies on its Pre-Series B round of funding from Truescale Venture, ICMG, Flourish Ventures, Sequoia, Blume and Whiteboard Capital Apnaklub, a business-to-business fast moving consumer goods wholesale startup. The Rs480 million (US$6m) fundraising is to be used to bolster Apnaklub’s technology, and to sell its services to more kirana (corner) store owners in Tier II and Tier III cities. Partner Trayosha Darapuneni led the firm’s team in the transaction, which was signed on December 16, 2022 and closed on January 13, 2023.
IndusLaw has advised Evolvence on its Series C investment, along with other investors, namely Edelweiss Discovery Fund, Equanimity Ventures Trust and 9Unicorns Accelerator, into Renee Cosmetics. This investment also leads to creating a US$100 million valuation for the brand in a little over two years of operations. Partner Rashi Saraf led the firm’s team in the transaction, which was valued at US$25 million. Cyril Amarchand Mangaldas represented Renee Cosmetics.
Khaitan & Co has advised TrueScale Venture Capital and IIFL Asset Management on an agreement entered into by TrueScale with IIFL AMC to transfer the funds it manages, along with sponsorship, to IIFL Asset Management and its associate entities. Further, TrueScale’s founder and managing partner Sameer Nath will join IIFL Asset Management as Chief Investment Officer and head of Venture Capital and Private Equity. The transaction will also enhance IIFL Asset Management’s unique private equity business, and increase the assets under management. For TrueScale, the transaction will deliver important advantages, including more capital, more resources, superior deal flow and superior competitive position. Partners Siddharth Shah and Divaspati Singh led the firm’s team in the transaction, which was announced on January 11, 2023.
Khaitan & Co has also advised Divo TV, a digital media and music company in India with presence across all four south Indian language music markets, on the signing of a deal with Warner Music for the acquisition by Warner Music of a majority stake in Divo TV. Partners Bhavik Narsana, Tanu Banerjee, Nishad Nadkarni and Deepak Kumar led the firm’s team in the transaction, which was announced on February 8, 2023.
Paul Hastings has successfully represented Mitsubishi Tanabe on an international arbitration brought by Novartis, involving the multi-billion-dollar-a-year blockbuster drug product Gilenya®. At stake was a significant sum in past and future royalties that Novartis was obligated to pay Mitsubishi Tanabe, under the parties’ license agreement. Although Novartis had been paying royalties while the arbitration was pending, Mitsubishi Tanabe had not been able to recognize any of those payments as revenue, in accordance with IFRS 15. The license agreement at issue involves fingolimod, a chemical compound that Mitsubishi Tanabe scientists created, tested and eventually patented. In 1997, Mitsubishi Tanabe licensed its patent and know-how rights, so Novartis could develop fingolimod into a pharmaceutical product. Using fingolimod as its active ingredient, Novartis developed Gilenya® for treating multiple sclerosis. Revolutionizing the way patients with MS can be treated (i.e., with an oral tablet instead of injection), Gilenya® instantly became a blockbuster, attaining annual sales of over US$3 billion. For years, it was one of Novartis’s most profitable drug products. Notwithstanding the incredible financial success that Novartis enjoyed with Gilenya®, Novartis filed a Request for Arbitration with the International Chamber of Commerce, arguing that provisions controlling royalties in the US, EU and other countries were invalid and/or unenforceable under various applicable laws. In the final award it issued to the parties after an intense four-year battle, the Tribunal denied all of Novartis’s claims relating to the validity of those royalty provisions. In accordance with the arbitral award described above, these fees and royalties will be recognized collectively as revenue in the financial statements for the fourth quarter of the fiscal year ending in March 2023. Partners Eric Dittmann, Joseph Profaizer, Young Park, Joshua Bennett, Steve Kinnaird and Chad Peterman led the firm’s team representing the client on the matter.
Trilegal has advised JM Baxi Ports and Logistics on entering into a strategic partnership with Hapag-Lloyd Aktiengesellschaft (HLAG). JM Baxi Ports and Logistics, its promoters and HLAG have entered into a strategic partnership. As part of the transaction, HLAG has agreed to purchase approximately 35 percent from Integral Investments South Asia VIII, a Bain Capital affiliate. HLAG has also agreed to subscribe to a capital increase by the company and raise its shareholding to 40 percent. JM Baxi Ports and Logistics provides marine shipping and logistics services, and offers logistics value chain, including port facilities, such as container and multi-cargo port terminals, container freight stations and inland container depots, and niche logistics services for project and bulk cargo. JM Baxi Ports and Logistics serves customers worldwide. Corporate partners Nishant Parikh, Harsh Maggon and Pranav Atit, supported by partners Nisha Kaur Uberoi (national competition law head), Nayantara Nag (projects) and Rudresh Singh (competition law), led the firm’s team in the transaction.
Trilegal has also successfully represented United Breweries (UB), Heineken’s Indian subsidiary, before the Supreme Court on an alleged beer cartel case. On February 17, 2023, the Supreme Court stayed the order of the National Company Law Appellate Tribunal (NCLAT), which had upheld the penalty of approximately Rs7.5 billion (US$90m) and the Competition Commission of India (CCI) recovery proceeding imposed on UB by the CCI. Previously, on September 24, 2021, the CCI found UB, SABMiller India (now renamed as Anheuser Busch InBev India), Carlsberg India and All India Brewers’ Association guilty of cartelization in the beer market, and had imposed a total penalty of approximately Rs8.62 billion (US$104m). UB was directed to pay approximately Rs7.5 billion (US$90m). The CCI order was affirmed by the NCLAT in its judgment dated December 23, 2022. Partner & National Competition Head Nisha Kaur Uberoi, supported by partner Gautam Chawla, led the firm’s team representing UB in the matter.
WongPartnership is acting for Singapore-based commodity trader Trafigura Group on the loss of S$762 million (US$569m) in the nickel fraud. Partners Wendy Lin and Jill Ann Koh are leading the firm’s team in the matter.
WongPartnership is also acting for IOI Properties Group on the leasing of IOI Central Boulevard Towers, a mixed-use development. The 16-and 48-storey towers and seven-floor podium development will include approximately 1.26 million sq ft of office space and 30,000 sq ft of retail and food and beverage space. Partners Tan Teck Howe and Lee Si Min are leading the firm’s team in the transaction.
