AZB & Partners is advising Omega TC Holdings and Tata Capital Financial Services, as the selling shareholders, on the IPO by Fincare Small Finance Bank of equity shares comprising a fresh issue aggregating up to Rs6.25 billion (US$76m) and an offer for sale of up to 17 million equity shares by Fincare Business Services and other selling shareholders, including Omega TC Holdings and Tata Capital Financial Services. Partners Varoon Chandra and Agnik Bhattacharyya are leading the firm’s team in the transaction, which was signed on May 1, 2023 and is yet to be completed.
AZB & Partners has also advised Accordion Partners on the acquisition by its affiliates, Accordion Partners Acquisition and Accordion Partners Acquisition II, of 100 percent equity stake in Meritus Intelytics and its US subsidiary, Merilytics. Partners Ashwath Rau and John Adwet Raghav led the firm’s team in the transaction, which was completed on May 3, 2023.
Moreover, AZB & Partners is advising TPG Asia VII SF on an IPO by R R Kabel comprising a fresh issue of equity shares, aggregating up to Rs2.25 billion (US$27.3m), and an offer for sale of up to approximately 17.2 million equity shares by TPG Asia VII SF and other shareholders. The draft red herring prospectus was filed on May 6, 2023. Partners Varoon Chandra and Lionel D’Almeida led the firm’s team in the transaction, which is yet to be completed.
Further, AZB & Partners has advised FIH Mauritius Investments on its Rs25 billion (US$303.5m) acquisition of 10 percent of equity stake in Bangalore International Airport from Siemens Project Ventures. The acquisition will be accomplished in two tranches, with the first tranche expected to be completed in June 2023 and the second tranche to be completed after October 31, 2023. Partners Darshika Kothari and Divya Mundra led the firm’s team in the transaction.
Baker McKenzie has advised Benesse Holdings on its capital and business alliance agreement with Skyhive Technologies Holdings. Through this alliance, Benesse will become a core partner of SkyHive in the Japanese market. Founded in 1955, Benesse has developed domestic and global education, nursing care, childcare and daily living businesses aligned with people’s life stages. SkyHive, founded in 2017, is an artificial intelligence (AI)-enabled global human resources information company. It operates one of the world’s largest real-time labor market information platforms, and enables one-stop reskilling through the use of AI. SkyHive’s users include the Canadian government, the European Union and New York City. Benesse will be able to leverage SkyHive’s AI technology to provide companies with a one-stop employee skill visualization and analysis service. Benesse will also gain insight into reskilling-related management strategies, and will have the chance to provide learning content, including Udemy, thereby strengthening support for corporate human capital management and SkyHive’s worldwide expertise in organizational transformation. Tokyo corporate / M&A partner Kiyoshi Endo led the firm’s team in the transaction.
Baker & McKenzie (Gaikokuho Joint Enterprise) has also advised on the negotiation of project-finance-related turbine supply and service agreements and EPCI contracts for wind turbine foundations and onshore facilities, etc for the 220 MW Kitakyushu Hibikinada Offshore Wind Farm, Japan’s largest offshore wind farm project. Financing was co-arranged by Mizuho Bank, MUFG Bank and Development Bank of Japan as mandated lead arrangers, joined by 34 other lenders. The project involves the construction and operation of 25 bottom-fixed offshore wind turbines in the Hibikinada area of the Port of Kitakyushu, Fukuoka, Japan, to supply zero-emission electricity for 20 years. 9.6 MW class large-scale wind turbine generators will be installed for the first time in Japan. The project was publicly tendered by the city of Kitakyushu, as part of its efforts to achieve zero-carbon by 2050, and represents a pivotal milestone for Green Energy Port HIBIKI, the city’s initiative to extensively leverage the Port of Kitakyushu as a comprehensive wind-related industry hub. The project company, Hibiki Wind Energy (HWE), is led by sponsors with businesses and presences in Kitakyushu: Kyuden Mirai Energy, J-POWER, Hokutaku, Saibu Gas and Kyudenko. HWE co-developed the project with local stakeholders after the company was awarded the right to develop the project in 2017. The New Energy and Industrial Technology Development Organization (NEDO) also supported HWE by carrying out wind measurements and geotechnical surveys. The project company has commenced construction, and plans to start commercial operation in FY2025. Tokyo renewable energy group co-head Naoaki “Nick” Eguchi and partner Tsutomu “Tom” Kobayashi led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has advised State Bank of India (SBI) on extending a Rs14 billion (US$170m) term loan to JSW Energy for the acquisition of 1,753 MW of renewable energy assets of Mytrah Energy (India) by JSW Neo Energy, a wholly-owned subsidiary of JSW Energy. This is the largest ever acquisition made by JSW Energy. The transaction is a one-of-a-kind financing implemented under the RBI Master Circular on Loans and Advances – Statutory and Other Restrictions, which allows banks to advance financial assistance to promoters for acquiring shares in a company engaged in implementing or operating an infrastructure project in India. This transaction will serve as a precedent for future fund raise by promoters from commercial banks to finance acquisition transactions in the infrastructure sector. Partner Ramanuj Kumar led the firm’s team in the transaction, which was signed on March 21, 2023 and closed on March 30, 2023.
Cyril Amarchand Mangaldas has also advised SJS Enterprises on the proposed acquisition of 90.1 percent stake in Walter Pack Automotive Products India (Walter Pack India), via secondary purchase from Walter Pack SL and the founder of their India operations, Mr Roy Mathew. Walter Pack India designs and develops high value-added functional decorative parts in the Indian market using advanced in-mould technologies. Partners Vishak Abraham, Sharada Ramachandra and Arun Prabhu (technology head), supervised by corporate head partner Reeba Chacko and supported by partner Abhilash Pillai, led the firm’s team in the transaction, which was signed on April 27, 2023.
Paul Hastings has acted as US counsel to BNP Paribas, Citigroup Global Markets, Crédit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation and Société Générale, as the managers, on Hana Bank’s issuance of €600 million (US$651m) 3.75 percent SME Empowerment Social Covered Bonds due 2026, under its US$5 billion Global Covered Bond Programme, on May 4, 2023. The offering was conducted in reliance on Regulation S of the US Securities Act of 1933, as amended, and the bonds were dual-listed in Singapore and Frankfurt. The firm also assisted Hana Bank and the dealers with the update of Hana Bank’s US$5 billion Global Covered Bond Programme and US$10 billion Global Medium Term Note Programme, both of which were completed on April 7, 2023. As the flagship commercial bank of Hana Financial Group, Hana Bank is a leading South Korean commercial bank engaged in a broad range of banking activities and services for individual, corporate and governmental customers. Corporate partner Iksoo Kim led the firm’s team in the transaction.
Paul Hastings has also acted as sole international counsel to Korea Ocean Business Corporation (KOBC) on its debut issuance of US$300 million 4.5 percent Senior Unsecured Notes due 2028, under its US$5 billion Medium Term Note Program, on May 3, 2023. The offering was conducted in reliance on Regulation S of the US Securities Act of 1933, as amended, and the notes were listed in Singapore. Citigroup Global Markets, The Hongkong and Shanghai Banking Corporation, ING Bank Singapore Branch and Standard Chartered Bank acted as the joint lead managers and joint book-runners. The firm also assisted KOBC with the establishment of the US$5 billion Medium Term Note Program, which was completed on April 12, 2023. A statutory juridical corporation established under the Korea Ocean Business Corporation Act of the Republic of Korea, KOBC acts as the flagship government-owned policy finance institution for domestic shipping companies. KOBC is vested with the unique mandate to provide stable source of funding to Korean shipping companies, and makes various forms of investment to promote the overall growth and stability of the maritime transport industry. The proceeds of the notes will be used for general corporate purpose, including repayment of existing indebtedness. Corporate partner Iksoo Kim also led the firm’s team in the transaction.
Moreover, Paul Hastings has advised L&F on its issuance of US$500 million 2.5 percent Convertible Bonds due 2030 on April 26, 2023. The offering represents L&F’s debut issuance in the global capital markets, and was conducted in reliance on Regulation S of the US Securities Act of 1933, as amended. The bonds were listed in Singapore. JP Morgan Securities acted as the sole lead manager and book-runner. L&F is a leading manufacturer of cathode materials used for rechargeable lithium-ion batteries, manufactures and sells domestically and overseas a broad range of cathode materials, including high-nickel NCM and NCMA cathodes, which are primarily used for electric vehicle batteries. The proceeds of the bonds will be used for construction of new manufacturing facilities to increase production capacities, purchase of raw materials and general working capital purpose. Corporate partners Dong Chul Kim and Iksoo Kim led the firm’s team in the transaction.
Rajah & Tann Singapore has acted as Singapore counsel on the IPO and listing of Ohmyhome in the Nasdaq. Ohmyhome is a data and technology-driven property technology company that operates a one-stop-shop property platform, which provides end-to-end property solutions and services. The listing constitutes the first Singapore-based company listed in the US this year. Partners Howard Cheam and Tan Mui Hui led the firm’s team in the transaction.
Simpson Thacher is representing Blackstone on its sale of a minority stake in IBS Software to funds advised by Apax Partners for US$450 million. Following the transaction, Apax will partner closely with IBS Software’s Founder and Executive Chairman, V K Mathews, who will remain the majority shareholder. IBS Software is a leading SaaS solutions provider to the travel industry globally, managing mission-critical operations for customers in the aviation, tour & cruise, hospitality, and energy resources industries. IBS Software’s solutions for the aviation industry cover fleet & crew operations, aircraft maintenance, passenger services, loyalty programs, staff travel and air-cargo management. Partners Ian Ho (Hong Kong), Jonathan Stradling (Tokyo), Jonathan Goldstein (New York-tax), Sophie Staples (New York-tax), Jamin Koslowe (New York) and Étienne Renaudeau (London-antitrust) led the firm’s team in the transaction, which is subject to customary closing conditions and is expected to close by the end of Q2 2023.
S&R Associates has represented Tevapharm India, a subsidiary of Israeli pharmaceutical company Teva Pharmaceutical Industries, on the sale of one of its bulk pharmaceutical formulations divisions in India to Marksans Pharma, a listed Indian pharmaceutical company. Partner Rachael Israel led the firm’s team in the transaction.
WongPartnership has represented Australian national Mr Newton David Christopher, who attempted to cheat the Singapore health authorities by paying S$6,000 (US$4,471.00) to a doctor and the clinic’s logistics supervisor to reflect in the national immunisation registry that both he and his wife were vaccinated against COVID-19 when they were not. Mr Newton was originally charged for fraud by false representation under Section 424A of the Penal Code, but following negotiations with the Prosecution, the charges were reduced to simple cheating under Section 417 of the Penal Code instead. He pleaded guilty to one charge of conspiring to cheat the Health Promotion Board, and was sentenced to 16 weeks’ imprisonment. Partner Paul Loy led the firm’s team in the matter.
WongPartnership has also successfully acted for Or Kim Peow (Contractors) (OKP) on an arbitration against its design consultants in connection with the collapse of an unfinished section of a viaduct (which was then under construction) for the Pan-Island Expressway, and obtained an award under which the design consultants have been ordered to pay to OKP a substantial amount in damages. Partners Tay Peng Cheng and Deya Dubey led the firm’s team in the arbitration.
