Deals – October 22, 2015

Allens has also acted for Macquarie as sole lead manager in respect of the float of Aventus Property Group, which was listed on the ASX in the third week of October 2015 with a market capitalisation of close to A$700 million (US$508m). Partners and co-heads of the capital markets practice Julian Donnan and Robert Pick led the transaction.

AZB & Partners has advised AAK AB in respect of the acquisition by its subsidiary AarhusKarlshamn Holding AB of 51 percent of the shares of Kamani Oils Industries Private Ltd. Partners Zia Mody and Ratnadeep Roychowdhury led the transaction which was completed on 1 October 2015.

AZB & Partners has also advised W Lucy and Company in respect of its acquisition of the 50 percent shareholding held by Crompton Greaves in CG Lucy Switchgear Ltd for approximately INR402 million (US$6.19m). Partner Nilanjana Singh led the transaction which was completed on 8 October 2015.

Cleary Gottlieb has represented Temasek in respect of the definitive agreement under which Dell, together with its owners, Michael S Dell, founder, chairman and chief executive officer of Dell, MSD Partners and Silver Lake will acquire EMC Corp whilst maintaining VMware as a publicly-traded company. The transaction will be financed through a combination of new common equity from Temasek, Michael S Dell, MSD Partners and Silver Lake, the issuance of tracking stock, as well as new debt financing and cash on hand. Corporate partner Paul Shim, supported by partners Meme Peponis, Jason Factor, Paul Marquardt and Len Jacoby, led the transaction.

Colin Ng & Partner has advised SGX Mainboard-listed Silverlake Axis Ltd in respect of its acquisition of the retail banking software business of SunGard Data Systems Inc, comprising of its wholly-owned Singapore subsidiary SunGard Ambit Singapore Pte Ltd and its seven subsidiaries across Asia, Middle East and Europe. A leading provider of digital economy solutions and services, Silverlake is set to expand its suite of software and services as well as geographical reach through this strategic acquisition. Corporate finance partners Tan Min-Li and Kenneth Szeto, assisted by partner Stephen Soh, led the transaction.

Cyril Amarchand Mangaldas has advised Apax Partners in respect of its acquisition of a 23 percent stake in listed Indian company Zensar Technologies Ltd from Electra Partners Mauritius Ltd, an existing minority shareholder. The deal was signed on 8 October 2015 and closed on 9 October 2015. Mumbai partners Ashwath Rau and Shishir Vayttaden, supported by Nisha Uberoi and New Delhi partner S R Patnaik, led the transaction whilst Kirkland & Ellis acted as international counsel. Allen & Overy acted as international counsel to Zensar Technologies.

Cyril Amarchand Mangaldas has also advised Quess Corp Ltd in respect of its investment in Helpr Infotech India Private Ltd by way of a primary subscription to equity shares and the provision of certain software development services. Helpr Infotech is developing a software platform and application “Helpr” to enable the provision of business to customer household facility management services to customers whereas Quess is a leading provider of business to business facility management services. Helpr Infotech and Quess have also entered into an exclusive arrangement to enable provision of household facility management services through Helpr. Bangalore partners Arjun Lall and Arun Prabhu led the transaction which was signed on 9 September 2015 and is expected to close on 30 June 2016.

DLA Piper has advised Lanzhou Zhuangyuan Pasture Co Ltd in respect of the HK$186.2 million (US$24m) listing and IPO of its H shares on the main board of the HKSE. Trading of the company’s H Shares commenced on 15 October 2015. Zhuangyuan Pasture is a leading dairy company in Gansu and Qinghai of Northwest China, with a vertically integrated business model covering dairy farming, manufacturing and marketing and sales of dairy products. Zhuangyuan Pasture is the first company in Gansu listed on the HKSE. Partner Melody He-Chen, supported by partner Jeffery Mak, led the transaction. PC Woo & Co represented GF Capital (Hong Kong) Ltd as the sole sponsor of the listing, GF Securities (Hong Kong) Brokerage Ltd as the sole global coordinator and a joint book-runner of the global offering, and China Securities (International) Corporate Finance Company Ltd, Haitong International Securities Company Ltd and AMTD Asset Management Ltd as the other joint book-runners.

Gibson, Dunn & Crutcher has represented listed Indonesian oil and gas company PT Medco Energi Internasional Tbk in respect of its acquisition of the Indonesian assets of Lundin Petroleum AB. Medco Energi has signed on 8 October 2015 a sale and purchase agreement with Lundin SEA Holding AB to acquire the Indonesian operations of Lundin Indonesia Holding BV. The Indonesian assets include the non-operated interest in Lematang Block and operated interests in the South Sokang and Cendrawasih VII Blocks, as well as the Joint Study Agreement (JSA) in respect of the Cendrawasih VIII Block. Completion of the transaction is conditional upon approval from the Government of Indonesia. Lundin Indonesia is an affiliate of Lundin Petroleum, a Swedish independent oil and gas exploration and production company active in Europe and Southeast Asia. Lundin Petroleum holds approximately 25.9 percent participating interest in the Singa Field (Lematang PSC), a 100 percent participating interest in the Cendrawasih VII Block (Cendrawasih VII PSC), a 100 percent participating interest in the Cendrawasih VIII JSA and a 60 percent participating interest in the South Sokang Block (South Sokang PSC). Singapore partner Brad Roach, supported by London tax partner Jeffrey Trinklein, led the transaction whilst De Brauw Blackstone Westbroek acted as Dutch counsel. Lundin Petroleum was advised by Jones Day.

HSA Advocates has represented Lanco Group in respect of securing one of the most direct and authoritative rulings on the application of the Limitation Act 1963 to the Electricity Act. In its judgment passed on 16 October 2015, the Supreme Court of India held that the Limitation Act by itself will not be applicable to the Commission under the Indian Electricity Act 2003. The Court also ruled that a claim coming before the Regulatory Commission in exercise of its adjudicatory powers cannot be entertained or allowed if it is barred by limitation prescribed for an ordinary suit before the civil court. Also in a first, the Court ruled that the Minimum Alternate Tax (MAT) on power generating companies is levied under the Income Tax Act and it is nothing but income tax on the assessment of income. The rulings carry significant implications for the electricity sector which is saddled with frequent disputes amongst the licensees and the generating companies. Partner Sakya Singha Chaudhuri led the transaction.

Khaitan & Co has advised McNally Bharat Engineering Co Ltd in respect of the sale of 29.64 percent stake to EMC Ltd and its associate companies for approximately US$23 million and legal compliances resulting out of the open offer by EMC Ltd. McNally Bharat is one of the leading engineering companies in India engaged in providing turnkey solutions in the areas of power, steel, aluminium, material handling, mineral beneficiation, pyroprocessing and pneumatic handling of powdered materials. Partner Padam Khaitan and associate partner Arindam Sarkar, supported by partner Manas Kumar Chaudhuri, led the transaction.

Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of the acquisition of an additional 14 percent stake in Reliance Capital Asset Management Ltd (RCAM) for approximately US$294 million, taking its aggregate stake in RCAM to 49 percent. NLI, a 125 year Global Fortune 100 company, is the biggest private life insurer in Asia and Japan and seventh-largest life insurer in the world. NLI manages nearly US$500 billion in assets, amongst the largest total assets in the world for any life insurer. Partner Niren Patel led the transaction.

Norton Rose Fulbright is acting for Australia’s first geotechnical engineering firm, Coffey International Ltd, in respect of a takeover bid by US-based Tetra Tech. The two companies have entered into a bid implementation agreement under which Tetra Tech or its nominee will make an off-market takeover offer for 100 percent of the Coffey shares on issue. The deal positions both Tetra Tech and Coffey to benefit from the growth in the Australian infrastructure market and will bolster Tetra Tech’s standing as a leading global firm for international development. Coffey, an ASX-listed company founded in 1959, provides smart solutions, innovation and insight in its core service areas of international development, geoservices and project management. Sydney corporate partner John Elliott, who will be assisted by US partner Dan Wellington, is leading the transaction, working with Gresham Advisory Partners.

Rajah & Tann is advising SGX-ST Main Board-listed HG Metal Manufacturing Ltd in respect of: (a) the US$24.975 million proposed purchase of shares in Min Dharma Steel Structures Co Ltd (JV company) by HG Metal Investments Pte Ltd (HGM Investments), a wholly-owned subsidiary of HG Metal, from Min Dharma Heavy Industrial Co Ltd (MDHI) and the proposed joint venture between HGM Investments and MDHI in respect of the JV company; and (b) the S$10.647 million (US$7.66m) proposed private placement of approximately 253.5 million shares in HG Metal. The Myanmar-incorporated JV company’s principal business will include the manufacture and fabrication of steel structures and parts in Myanmar. The HG Metal group is a leading steel distributor and processor in Southeast Asia. HG Metal provides a wide range of services, from trading and distributing steel products to processing and construction of industrial steel products. Partners Danny Lim, Chester Toh and Chia Lee Fong are leading the transaction.

Rodyk & Davidson has acted as Singapore counsel for Sunway Construction Group Berhad in respect of its listing on the Bursa Malaysia which raised RM550 million (US$128.5m) Corporate partner Janet Tan led the transaction which is Malaysia’s second largest IPO of the year.

Rodyk & Davidson has also advised EL Development in respect of the tender purchase of residential land at West Coast Vale for S$314.1 million (US$226m). This piece of land is slated for private residential condominium development and is one of the first to require PPVC, a method of prefab construction. Real estate partner Lee Liat Yeang led the transaction.

Shook Lin & Bok is acting for SGX Catalist-listed Singapore eDevelopment Ltd in respect of its renounceable non-underwritten rights cum warrants issue of: (a) up to approximately 2 billion rights shares at an issue price of S$0.03 (US$0.02) each; and (b) up to approximately 2 billion free detachable warrants at an exercise price of S$0.03 (US$0.02) each, to raise up to S$119.5 million (US$86m). Partner Gwendolyn Gn is leading the transaction.

Skadden has acted as Hong Kong and US counsel to the underwriters in respect of the first ever issuance of “panda bonds” by a foreign commercial bank. “Panda bonds” are Chinese Renminbi-denominated bonds issued primarily within China by a foreign company. HSBC issued bonds worth RMB1 billion (US$157.4m). The bonds were priced on 8 October 2015. Hong Kong partners Christopher Betts and Haiping Li and Beijing partner Peter Huang led the transaction.

Sullivan & Cromwell is representing Nippon Steel & Sumitomo Metal Corp in respect of its subsidiary Osaka Steel Co Ltd’s tender offer to purchase shares of common stock of Tokyo Kohtetsu Co Ltd. Tokyo corporate partner Keiji Hatano is leading the transaction which was announced on 18 September 2015.

Sullivan & Cromwell is also representing Kyocera Corp in respect of its tender offer to purchase shares of common stock of Nihon Inter Electronics Corp. Tokyo corporate partners Izumi Akai and Keiji Hatano are leading the transaction which was announced on 30 July 2015.

Weil, Gotshal & Manges has represented Alibaba Group Holding Ltd in respect of a definitive shares subscription agreement for a US$300 million Series A equity funding round for 58 Daojia Inc, the 58 Home subsidiary of 58.com, with participation from Alibaba, global investment firm KKR and Ping An Group. NYSE-listed 58.com Inc is China’s largest online marketplace offering multi-category local services. Partner Tim Gardner led the transaction which was announced on 12 October 2015 and is subject to customary closing conditions.

WongPartnership has acted for Foodpanda GmbH in respect of its acquisition of Singapore-Dine Private Ltd, a food delivery service which offers delivery from restaurants such as Tony Roma’s, Chili’s, Subway, 4Fingers and Outback Steakhouse. Partner Teo Hsiao-Huey led the transaction.