Allen & Gledhill has advised Vanguard International Semiconductor (VIS) on its proposed US$7.8 billion joint venture with NXP Semiconductors to build a new 300mm semiconductor wafer manufacturing facility in Singapore. The joint-venture fab will support 130nm to 40nm mixed-signal, power management and analog products targeting the automotive, industrial, consumer and mobile end markets. Partners Richard Young, Zhao Jiawei, Yeo Boon Kiat, Elsa Chen and Peh Aik Hin led the firm’s team in the transaction.
Allen & Gledhill has also advised venture capital firm Granite Asia on leading the US$4.5 million Series A+ financing of McEasy, an Indonesia-based logistics management solutions provider. McEasy’s solutions comprise a real-time vehicle tracking software, a transportation management system and a fleet management app, among other features. Partners Julian Ho from Allen & Gledhill and Aris Budi Prasetiyo from AGI Legal led the firm’s team in the transaction.
Moreover, Allen & Gledhill has advised venture capital firm Wavemaker Pacific 5 on leading the US$1.8 million seed round investment in iBind Systems, an India-based technology company that solves the problem of slow and unstructured deal cycle closures for banks with their corporate and retail customers. Partner Nicholas Soh led the firm’s team in the transaction.
AZB & Partners has advised Hindustan Unilever on its Rs6 billion (US$72m) sale of its water purification business carried under the brand ‘Pureit’ to AO Smith and AO Smith India Water Products. Partners Vaidhyanadhan Iyer, Roxanne Anderson and Aditya Singh Chandel led the firm’s team in the transaction.
AZB & Partners has also advised AIRRO (Mauritius) Holdings II, an affiliate of The Rohatyn Group, on the acquisition by Riviera Holdings (DIFC), an affiliate of Brookfield Asset Management, of a significant stake in Leap Green Energy from AIRRO (Mauritius) Holdings II and others for US$200 million, with an option given to them to purchase a further stake for US$350 million. Partners Vaidhyanadhan Iyer, Jeet Chaudhuri and Amrita Sinha led the firm’s team in the transaction, which was completed on July 5, 2024.
Moreover, AZB & Partners has advised Zendrive on the more than US$50 million acquisition by Intuit of 100 percent of the shareholding of Zendrive. Partners Srinath Dasari, Nanditha Gopal and Gautam Rego led the firm’s team in the transaction, which was completed on July 11, 2024.
A&O Shearman has advised GEMS Education on the investment into GEMS by a consortium led by Brookfield Asset Management. Through its Special Investments and Middle East private equity programs, Brookfield invested in a consortium including Gulf Islamic Investments, Marathon Asset Management and SOFAZ, a sovereign wealth fund of Azerbaijan. The existing minority shareholders of GEMS, including Khazanah Nasional, exited as part of the transaction, and funds managed by CVC Capital Partners also substantially exited their stake in the company. Financing was secured by GEMS from a consortium of UAE banks. GEMS has grown from a single school started by a family of teachers in 1959 to become the world’s largest provider of private K-12 education by revenue, educating over 140,000 students and providing various international school curricula across multiple price points with adjacent school services. META (Middle East, Turkey and Africa) managing partner David Foster led the firm’s team in the transaction.
Clifford Chance has acted as international counsel to Citi, JP Morgan and Morgan Stanley, as the joint lead managers, on the issuance of US$600 million 5.95 percent subordinated capital bond due 2034 by Cathay Life Insurance through a Special Purpose Vehicle. The bond issuance is intended to qualify as Tier 2 capital of Cathay Life Insurance. Cathay Life Insurance is the first Taiwanese life insurance company to raise regulatory capital from the offshore bond market, utilising the revised regulations issued by Taiwan’s Financial Supervisory Commission. Partner Mark Chan led the firm’s team in the transaction.
JSA has successfully represented Yamuna Expressway Industrial Development Authority (YEIDA) on proceedings before the High Court of Allahabad in writ proceedings challenging levy of interest on additional amounts demanded by YEIDA from its allottees towards cost of land. Relying on the principles of restitution, res judicata and ‘interest in equity’, the court dismissed the petitions and held that interest would be payable to YEIDA, even if it was not stipulated in the terms of allotment. YEIDA’s principal demand of approximately US$677 million additional compensation was earlier upheld by the Supreme Court in YEIDA v. Shakuntla. The petitioners again approached the High Court, contesting their liability towards interest on the amount of additional compensation, and arguing that the levy of interest was supported neither by contract nor by law. The Court held that the petitioners are liable to pay the interest for the entire period during which litigation challenging additional compensation remained pending. Further, it observed that the interest amount deserves to be paid as compensation for the period during which payment of YEIDA’s lawful dues were withheld. The Court also reiterated that interest would be payable to YEIDA in equity, even if not provided for under contract. On the point of res judicata, the Court held that it was not open for the petitioners to challenge the levy of interest on additional compensation, since they never raised this issue in their challenge to the principal demand, which culminated into the Shakuntla-I decision of the Supreme Court. Partner Amar Gupta led the firm’s team in the matter.
JSA has also assisted A91 Partners with its investment in Ummeed Housing Finance. A91 Partners was the lead investor in this US$76 million Series F Round, involving existing and new investors. A91 Partner’s investment was structured as a primary and secondary investment, which resulted in an exit for an existing institutional investor. A housing finance company founded in 2016, Ummeed Housing Finance caters to informal and low-income households. The fresh infusion of approximately US$36 million will be used to drive the company’s expansion across India. Partner Probir Roy Chowdhury, supported by partner Yajas Setlur, led the firm’s team in the transaction.
Maples and Calder has acted as Cayman Islands counsel to CK Hutchison International (24) on its issuance of the US$1 billion principal amount of 5.375 percent guaranteed green notes due 2029 and the US$1 billion principal amount of 5.50 percent guaranteed notes due 2034. The notes are guaranteed by CK Hutchison Holdings and listed in Singapore. Partner Everton Robertson led the firm’s team in the transaction, while Davis Polk & Wardwell acted as US counsel to the issuer and guarantor. Clifford Chance acted as US counsel to Merrill Lynch (Asia Pacific), BNP Paribas, Citigroup Global Markets, DBS Bank, Deutsche Bank Hong Kong Branch, Goldman Sachs (Asia) and The Hongkong and Shanghai Banking Corporation, as the initial purchasers.
Maples and Calder has also acted as Cayman Islands counsel to eHi Car Services on its offer to exchange its 7.75 percent senior notes due 2024 for a combination of the approximately US$42 million 12 percent senior notes due 2027 issued by the company and certain cash payments; and on its issuance of the new notes, which are listed in Singapore. A leading car rental service provider in the mobility-as-a-service industry in China, eHi Car Services and its group entities specialise in self-drive car rentals and chauffeured car services to individuals, businesses and institutional customers. Partner Karen Zhang Pallaras led the firm’s team in the transaction, while O’Melveny & Myers and Grandall Law Firm acted as international counsel and Chinese counsel, respectively. The joint lead managers were advised by Clifford Chance as international counsel and by Commerce & Finance Law Offices as Chinese counsel.
Moreover, Maples and Calder has acted as BVI counsel to ENN Clean Energy International Investment on its offer to purchase for cash of up to US$120 million in principal amount of its outstanding 3.375 percent guaranteed senior notes due 2026, unconditionally and irrevocably guaranteed by ENN Natural Gas. The notes were listed in Hong Kong. Partner Juno Huang led the firm’s team in the transaction, while Sullivan & Cromwell acted as international counsel. The dealer manager was advised by Davis Polk & Wardwell as international counsel.
Rajah & Tann Singapore has acted for key shareholders of Singapore Breast Surgery Center on the acquisition by private equity firm Templewater’s portfolio company of Singapore Breast Surgery Center from the key shareholders and TE Asia Healthcare. Partner Tracy Ang led the firm’s team in the transaction.
Shardul Amarchand Mangaldas & Co has advised Brookfield on acquiring a majority stake in Leap Green Energy. Brookfield has provided an upfront commitment to make an equity investment of over US$200 million in Leap Green, through a combination of subscription of new shares and acquisition of shares from current shareholders. Additionally, Brookfield has an option to infuse further US$350 million of incremental equity capital to support the future growth of the business. Leap Green Energy sets up, acquires, operates and manages wind, solar and hybrid power generating projects, and sells and stores power generated from wind, solar and hybrid power generating projects across India. Partners Karun Prakash and Nirmal Mahtani, supported by partners V R Neelakantan, Mrinal Sharma, Kriti Kaushik, Mrinal Kumar, Shrutikirti Kumar, Aarthi Lakshminarayanan, Aparna Mehra, Devesh Pandey, Alina Arora, Apurva Zutshi and Shailja Lal, led the firm’s team in the transaction. Leap Green Energy and its founders, Mr Rajeev Akshay Karthikeyan and Mr Dev Anand Vijayan, were advised by AZB & Partners (Delhi), while the majority private equity selling shareholder was advised by AZB & Partners (Mumbai).
Simpson Thacher is advising Johnson Controls International on reaching a definitive agreement to sell its residential and light commercial HVAC business in an all-cash transaction to the Bosch Group. The transaction includes the North America ducted business and global residential joint venture with Hitachi, of which Johnson Controls owns 60 percent and Hitachi owns 40 percent. The total transaction is valued at US$8.1 billion, and the company’s portion of the consideration is approximately US$6.7 billion. Partners Jakob Rendtorff, Alan Klein, Keegan Lopez and Jonathan Stradling led the firm’s team in the transaction.
Trilegal has advised Zee Entertainment Enterprises (ZEE) on the issuance of foreign currency convertible bonds (FCCBs) aggregating to US$239 million. The FCCBs are issued in ten different series, and are subscribed by Resonance Opportunities Fund, St John’s Wood Fund and Ebisu Global Opportunities Fund. The FCCB proceeds will be drawn in tranches, and will be utilised by ZEE towards general corporate purposes. Partners Bhakta Patnaik and Albin Thomas led the firm’s team in the transaction, which is one of the largest FCCB issuance by a company engaged in the media and entertainment sector in India.
Trilegal has also represented JM Financial, as the placement agent, on the qualified institutions placement of equity shares of Lloyds Metals and Energy, one of the largest iron ore miners by volume in India, as of March 31, 2024, and one of the top five merchant miners in India. The proceeds of the QIP will be utilised towards setting up of a new pellet manufacturing plant in Maharashtra. Partners Bhakta Patnaik and Albin Thomas led the firm’s team in the transaction.
TT&A has advised The Hongkong and Shanghai Banking Corporation and SACE on the external commercial borrowing of €52 million (US$56.4m) availed by Afcons Infrastructure, which was secured via hypothecation over certain movable assets of the borrower and supported by a guarantee from SACE. Partners Sonali Mahapatra and Nidhi Rani led the firm’s team in the transaction.
