Deals – February 17, 2016

Allen & Gledhill has also advised Parkway Healthcare Indo-China Pte Ltd in respect of its joint venture with AMMK Medicare Co Ltd, Global Star Co Ltd and Macondray Holdings Pte Ltd to establish a 250-bed hospital in Yangon, Myanmar. The total investment value is estimated at US$70 million. The deal involved the JV company entering into a land lease arrangement with Myanmar’s Ministry of Health for land on which the hospital will be constructed and operated. The hospital project is 52 percent owned by Parkway and is its first investment into Myanmar. Partners Oh Hsiu Hau, Minn Naing Oo and Fock Kah Yan led the transaction.

Allen & Overy is advising Axiata Group Berhad, one of Asia’s largest telecom companies, in respect of a transformational merger in the Bangladeshi telecom industry. The merger will result in the formation of the second largest mobile telecom company in Bangladesh, with a customer base of approximately 40 million, and is expected to be completed in the first half of 2016. The merger will see Axiata’s Bangladesh subsidiary, Robi Axiata, merge with Airtel Bangladesh, the Bangladesh subsidiary of leading India-based global telecom company Bharti Airtel. Upon completion, Axiata will hold a 68.7 percent controlling stake in the combined entity (operating as Robi Axiata), while Bharti will hold 25 percent. The remaining 6.3 percent will be held by NTT DOCOMO of Japan, an existing shareholder of Robi. Singapore partner Chris Moore, supported by Sydney partner Michael Reede, is leading the transaction.

AZB & Partners is advising Bharti Airtel Ltd in respect of the agreement for the acquisition by Orange of 100 percent stake of Bharti’s subsidiaries, namely Airtel Burkina Faso SA, Airtel Mobile Commerce Holdings BV, Bharti Airtel Sierra Leone Holdings BV and Airtel Mobile Commerce (SL) Ltd, with operations in Burkina Faso and Sierra Leone. Partners Gautam Saha and Amrita Patnaik are leading the transaction which was signed on 12 January 2016 and is yet to be completed.

Clayton Utz is advising ASX-listed Sundance Resources Ltd in respect of its pro-rata renounceable entitlement offer to raise up to A$16.5 million (US$11.7m). The offer is partially underwritten and offers shareholders a new share for every share held at an issue price of A$0.005 (US$0.0035) per share, together with a free attaching option for every share subscribed. Perth corporate partner Mark Paganin is leading the transaction.

Conyers Dill & Pearman has acted as Cayman and BVI counsel to UMP Healthcare Holdings Ltd in respect of its HK$379 million (US$48.7m) IPO on the Main Board of the HKSE. Hong Kong partner Richard Hall led the transaction.

Conyers Dill & Pearman has also acted as Cayman and BVI counsel to Hsin Chong Construction Group Ltd in respect of the issue of US$100 million six percent convertible bonds due 2017. Hong Kong corporate partner Anna Chong led the transaction.

Cyril Amarchand Mangaldas has advised RMZ Infotech Private Ltd in respect of its acquisition of Equinox Business Park Private Ltd from Essar Group entities Equinox Business Parks Ltd and Imperial Consultants and Securities Private Ltd for an enterprise value of approximately INR2,400 crores (US$350.7m). Equinox Business Parks Private Ltd operates an IT/ITES business park known as the ‘Equinox Business Park’, formerly known as ‘Peninsula Techno Park’, situated on LBS Marg, off Bandra-Kurla Complex in Mumbai. The definitive agreements were signed on 3 February 2016 and the transaction is expected to close by July-September 2016. Bangalore corporate partner Reeba Chacko led the transaction which is reportedly one of the biggest office space deals in India. DSK Legal, led by partner Sajit Suvarna, advised the Essar Group entities.

Cyril Amarchand Mangaldas has also advised Kotak Mahindra Bank Ltd and IDFC Bank Ltd in respect of the 9,250 rated, senior, listed, taxable, secured, redeemable, non-convertible debentures aggregating up to INR925 crores (US$135m) on a private placement basis for the development and operation of the 400 k/v D/C transmission line connecting Bongaigaon, Assam, Siliguri, West Bengal and Purnea, Biharsharif, Bihar by East North Interconnection Company Ltd, a Sterlite Group entity. The issuance is India’s first AAA (SO) rated infrastructure bond without any government guarantee along with longest tenure infrastructure bond in the private sector. Mumbai infrastructure and project financing partner Santosh Janakiram led the transaction.

Davis Polk has advised the joint book-runners in respect of the Regulation S only offering by China Energy Reserve and Chemicals Group International Company Ltd of its US$400 million 6.125 percent bonds due 2019, with the benefit of a keepwell deed and a deed of equity interest purchase and investment undertaking provided by China Energy Reserve and Chemicals Group Company Ltd, a PRC state-controlled oil and gas trading, logistics and distribution and supply services provider. Partners Eugene C Gregor and Paul Chow led the transaction.

Davis Polk has also advised Hangzhou Hikvision Digital Technology Co Ltd (Hikvision) in respect of its debut issue of €400 million (US$445.4m) 1.25 percent notes due 2019. The notes are to be listed on the Irish Stock Exchange. Headquartered in Hangzhou, Shenzhen-listed Hikvision is the largest provider of video surveillance solutions in the world in terms of revenue with an extensive sales and marketing network both domestically and internationally. Partner Paul Chow led the transaction.

Dhir & Dhir Associates has advised Porbandar Solar Private Ltd in respect of the issuance of approximately INR1.27 billion (US$18.55m) ‘credit enhanced’ infrastructure non-convertible debentures. The debentures were partially guaranteed by India Infrastructure Finance Company Ltd and counter-guaranteed by the Asian Development Bank. The proceeds are proposed to be utilized, inter-alia, for refinancing its existing loans of its 15MW grid connected solar photovoltaic power plant at Kerala Village in Porbandar, Gujarat. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Indian Renewable Energy Development Agency Ltd and India Infrastructure Finance Company Ltd in respect of the INR3.29 billion (US$48m) financial assistance to Mihit Solar Power Private Ltd for part financing the cost of implementing the 74MW solar photovoltaic power project at District Mansa in Punjab. Partner Girish Rawat also led the transaction.

ELP is advising SAMHI Hotels Private Ltd in respect of its acquisition of the entire equity shareholding of Ascent Hotels Private Ltd, which owns the Hyatt Regency hotel in Pune, from its existing shareholders. Ascent Hotels is a joint venture between the Jatia Group, composed of Mr Adarsh Jatia and Bridgestone Developers Private Ltd, with 81 percent holding, and Pune-based Vascon Engineers with 19 percent holding. The first part of the acquisition is from the Jatia Group and then from Vascon. Simultaneous with the acquisition, Vascon also subscribed to optionally convertible redeemable debentures in Ascent Hotels. The Jatia Group transaction and the lending closed on 5 February 2016 whilst the Vascon transaction is in process. Partners Sujjain Talwar, Darshan Upadhyay and Babu Sivaprakasam and associate partners Aakanksha Joshi, Deep Roy and Okram Singha are leading the transaction. Veritas Legal, led by partner Abhijit Joshi, along with Ms Shyamalene Siqueira, is advising Ascent Hotels.

Gide has acted as lead counsel on all PRC and French legal aspects for Dalian Canglong Optoelectronic Technology Co Ltd in respect of its acquisition of 70 percent of the equity interests in French high-tech company Almae Technologies SAS. Canglong Optoelectronic is part of the FiberHome Technologies Group, a major Chinese state-owned enterprise specialising in the manufacture of optical fibre and cable products for the IT and telecom industries. Its investment aims to boost the research, development and manufacturing of Almae Technologies’ photonic products in France and China. Partner Thomas Urlacher led the transaction. The French founders of Almae Technologies were advised by René Chardon of Lexae.

Howse Williams Bowers has advised China Rongzhong Financial Holdings Company Ltd in respect of its up to HK$243 million (US$31.2m), upon exercise of the over allotment option, global offering and listing of its shares on the Main Board of the HKSE. Alliance Capital acted as the sole sponsor and, with First Shanghai, Haitong International and Huatai Financial, as the joint global coordinators, book-runners and lead managers. The shares commenced trading on the HKSE on 28 January 2016. The company is a leading finance leasing company in Hubei Province with the longest operating history among Hubei-based finance leasing companies. Corporate partner Brian Ho led the transaction.

Howse Williams Bowers has also acted as Hong Kong counsel to UOB Kay Hian (Hong Kong) as the underwriter in respect of the HK$719 million (US$92.3m) 3-for-20 rights issue of Coolpad Group Ltd on 22 January 2016. Coolpad is a leading developer and provider of integrated solutions of smartphone sets, mobile data platform system and value-added business operations in the PRC. Corporate partner Brian Ho also led the transaction.

J Sagar Associates is advising Reliance Infrastructure Ltd (RInfra) and Reliance Cement Company Private Ltd (RCCPL) in respect of the sale of 100 percent shares of RCCPL from RInfra to Birla Corp Ltd. Valued at INR48 billion (US$701m), the transaction is considered as one of the largest deals in the cement manufacturing space. RCCPL has an integrated cement capacity of 5.08 Mtpa at Maihar, Madhya Pradesh and Kundanganj, Uttar Pradesh and a grinding unit of 0.5 Mtpa at Butibori, Maharashtra. Partners Dina Wadia and Jamshed Bhumgara are leading the transaction which was signed on 4 February 2016 and is subject to regulatory approvals. Birla Corp was advised by Nishith Desai Associates led by Karan Kalra and Abhinav Harlalka.

J Sagar Associates has also advised Au Financiers in respect of its proposed up to 100 percent stake sale in its wholly-owned subsidiary Au Housing Finance Ltd to Kedaara Capital and Partners Group. Partner Sidharrth Shankar led the transaction.

Khaitan & Co has advised Housing.com in respect of an investment by an entity forming part of Softbank in Locon Solutions Private Ltd for US$15 million. Housing.com is one of the fastest-growing online real estate space. Partner Haigreve Khaitan and associate partner Vineet Shingal led transaction.

Khaitan & Co has also acted as sole counsel to International Finance Corp (IFC) in respect of the updation of the shelf document (valid for one year) for its INR6,000 crores (US$876m) rupee “maharaja” bond programme listed on the NSE. The firm also acted as sole counsel in the issue, allotment and listing on the NSE of sub-tranche 2 of tranche 3 of 8.88 percent fixed rate rupee denominated, unsecured, non-cumulative, redeemable, listed non-convertible bonds in India comprising of separately tradable redeemable principal parts aggregating to INR183.6 crores (US$26.8m) under the programme. A member of the World Bank Group, IFC is the largest global development institution focused exclusively on the private sector in developing countries. Associate partner Manisha Shroff led the transaction.

Kirkland & Ellis is representing the Special Committee of the Board of Directors of NYSE-listed Agria Corp, a global agricultural company, in respect of its review of an acquisition proposal from a buyer group led by the executive chairman Mr Guanglin Lai. The non-binding preliminary proposal was announced on 29 January 2016. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are leading the transaction.

Kirkland & Ellis is also advising the Special Committee of NASDAQ-listed eLong Inc, a leading mobile and online travel service provider in China, in respect of its acquisition by a consortium that includes affiliates of Tencent Holdings Ltd, Ctrip.com and certain other existing shareholders of eLong. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are also leading the transaction which was announced on 4 February 2016.

Latham & Watkins has represented IBS Software, a travel, transportation and logistics technology firm, in respect of global private equity firm Blackstone’s US$172 million investment for a minority stake in IBS Software. Partners Rajiv Gupta and Sin Chei Liang led the transaction.

Majmudar & Partners has advised Nasdaq-listed Venaxis Inc in respect of its transaction with Strand Life Sciences Private Ltd under which Strand shareholders, as well as employees and directors who are Strand option-holders, will own directly and beneficially approximately 68 percent of Venaxis, with the current Venaxis shareholders owning the remaining approximately 32 percent. The transaction was structured as stock purchases of Strand shares from Strand shareholders by Venaxis, followed by an immediate re-investment of those sale proceeds by Strand shareholders into Venaxis’ common stock, to be completed in two closings. The transaction also involves purchase of substantially all of the assets and liabilities of Strand Genomics Inc by a Venaxis subsidiary. Venaxis is an in vitro diagnostic company which has focused on the clinical development and commercialization of its CE Marked APPY1 Test, a rapid blood-based test for appendicitis. Strand is a genomic profiling company that uses next-generation sequencing technology aimed at empowering cancer care. Partner Rukshad Davar led the transaction.

Mayer Brown has represented Beijing Enterprises Holdings Ltd in respect of the approximately €1.4 billion (US$1.56b) acquisition from Swedish investor EQT of EEW Energy from Waste GmbH. The agreement for 100 percent shareholding is subject to clearance by Germany’s Federal Ministry for Economic Affairs and Energy. The transaction is expected to close by the end of February 2016. This acquisition is so far the largest Chinese direct investment in a German company. Beijing Enterprises is a listed company for channelling capital, technology and management expertise from international markets to Beijing´s development priorities. Headquarted in Helmstedt (Lower Saxony), EEW Energy from Waste Group is a leading company in the energy-from-waste sector with more than 1,000 employees at 18 sites in Germany, the Netherlands and Luxembourg. Dr Klaus W Riehmer (Frankfurt) and Chester C C Wong (Hong Kong, Corporate & Securities) led the transaction.

Norton Rose Fulbright has advised Singapore-based AEP Investment Management (AEPiM) in respect of its acquisition of 41 George Street in the Brisbane CBD from two QIC funds. The 27-storey tower was sold for A$159.8 million (US$113.7m) to Basil Property Trust, a Shariah-compliant, cross-border business space fund managed by AEPiM. The real estate asset was keenly contested, as it was almost wholly leased to the State of Queensland and is situated in a precinct which is emerging as a new hub for entertainment, government and education. Partners Natalie Breen (Singapore) and Michael French (Brisbane), supported by partners Dale Rayner (Brisbane), John Moutsopoulos (Sydney) and Davide Barzilai (Hong Kong), led the transaction which was AEPiM’s first acquisition for Basil Property Trust in Australia.

Proskauer has advised OCBC Bank as part of a consortium of firms in respect of selling an approximately 30 percent stake in Tsingda eEDU Corp. The consortium, which also included Asia-focused private equity firm RRJ Capital and Zurich-based investment fund Capvent, sold their shares to Chinese investors for approximately US$210 million. OCBC Bank made a near-threefold return on its investment in Tsingda in less than 18 months. Tsingda eEDU is a private education company that provides after-school online educational courses for elementary- to high school-age students across China. OCBC Bank was formed in 1932 and is the longest-established Singapore bank and the second-largest financial services group in Southeast Asia by assets. Partner Jay Tai led the transaction.

Rajah & Tann (Singapore) has acted for Catalist-listed Moya Holdings Asia Ltd in respect of the proposed renounceable non-underwritten rights issue of up to approximately 1.58 billion new ordinary shares in the capital of the company at S$0.033 (US$0.023) for each rights shares, on the basis of five rights shares for every four existing ordinary shares in the capital of the company held by entitled shareholders as at the books closure date, to raise gross proceeds of approximately S$50.61 million (US$36m). The issue was managed by Canaccord Genuity Singapore Pte Ltd. The Moya Group is principally engaged in the investment and development of total water solutions. With a proximate focus on Indonesia, the Group has secured three build, operate and transfer projects under contract and development by its subsidiaries, PT Moya Bekasi Jaya, PT Moya Tangerang and PT Moya Makassar. Senior partner Goh Kian Hwee and partner Howard Cheam led the transaction.

Rajah & Tann (Singapore) is also acting for Koh Brothers Group Ltd (KBGL) and its subsidiary Construction Consortium Pte Ltd (CCPL) in respect of CCPL’s sale of the entire issued ordinary shares in the capital of Koh Brothers Building & Civil Engineering Contractor (Pte) Ltd (KBCE) to Koh Brothers Eco Engineering Ltd (KB Eco), for approximately S$19 million (US$13.5m) to be satisfied through the issuance of new KB Eco shares. SGX-ST Main Board-listed KBGL is the ultimate parent company of CCPL and KBCE. KBGL also holds approximately 41 percent of the total issued shares in SGX-ST Catalist board-listed KB Eco. The core businesses of the KBGL Group comprise construction, building materials, real estate and leisure and hospitality. Partners Goh Kian Hwee and Lawrence Tan are leading the transaction which was announced on 7 January 2016 and is yet to be completed.

Shearman & Sterling has advised Toyota Motor Corp in respect of its US$3 billion buyout of its subsidiary Daihatsu Motor Co Ltd. Daihatsu will become a wholly-owned subsidiary of Toyota by way of a share exchange which is expected to be completed in August 2016. The purpose of the agreement is to develop ever-better cars by adopting a unified strategy for the small car segment, under which both companies will be free to focus on their core competencies to help them achieve sustainable growth.

Shook Lin & Bok is acting as Singapore counsel to TDK Corp in respect of the establishment of a US$3 billion Singapore-based joint venture with Nasdaq-listed Qualcomm Inc to provide industry leading radio frequency front-end modules and RF filters for mobile devices and for other fast-growing business segments, such as drones, robotics and automotive applications. Partner Ho Ying Ming is leading the transaction.

Simpson Thacher is representing the sellers, led by FountainVest Partners, in respect of the merger of their portfolio company, Key Safety Systems (KSS), with Ningbo Joyson Electronic Corp. Joyson will acquire outstanding shares of KSS in a cash transaction valued at approximately US$920 million on an equity value basis. The combination will create a global leader in the automotive supplier business with pro forma combined worldwide sales of approximately US$3 billion. The merger is expected to close in the first half of 2016, subject to customary closing conditions, including regulatory approvals. FountainVest is a leading China-focused private equity firm. KSS is a global leader in the system integration and performance of safety-critical components to the automotive and non-automotive markets. Shanghai-listed Joyson is a leading global automotive supplier. Partner Leiming Chen is leading the transaction.

Simpson Thacher is also representing the buyer consortium in respect of a going private transaction involving NYSE-listed China Ming Yang Wind Power Group Ltd, a leading wind energy solution provider in China, proposed by a consortium comprised of China Ming Yang chairman and CEO Mr Chuanwei Zhang, his spouse Ms Ling Wu, and certain of their affiliates, Anhui Zhongan Xinzhao Private Equity Investment LLP, Guangzhou Huifu Kaile Investment (LP) and Dajun Guangcheng (Shanghai) Capital Fund I LP. China Ming Yang has entered into an agreement with Zhongshan Ruisheng Antai Investment Co Ltd (a newly-formed PRC company owned by the consortium), Regal Concord Ltd (a BVI company owned by a wholly-owned subsidiary of Zhongshan Ruisheng) and Regal Ally Ltd (a Cayman Islands company wholly-owned by Regal Concord), pursuant to which Regal Concord will acquire China Ming Yang for US$2.51 per ordinary share or per American Depositary Share. The transaction values China Ming Yang’s equity at approximately US$408 million. The consortium intends to finance the proposed transaction with a combination of approximately US$127 million cash contributions from consortium members and up to approximately US$106 million debt financing. In addition, Mr Zhang, Ms Wu and certain of their affiliates, as well as certain other shareholders, will rollover their shares. The transaction is subject to customary closing conditions, including approval by China Ming Yang’s shareholders. Partner Leiming Chen is also leading the transaction.

Skadden has advised the special committee of NYSE-listed China Ming Yang Wind Power Group Ltd’s board of directors, who independently evaluated the going private proposal, in respect of an agreement and plan of merger with a buyer consortium consisting of China Ming Yang chairman and CEO Mr Chuanwei Zhang, two other equity sponsors, and certain management and other existing shareholders of China Ming Yang. The purchase price will be funded in part by debt financing provided by China Construction Bank Guangdong Branch. Subject to the terms and conditions of the merger agreement, all of China Ming Yang’s outstanding shares currently not owned by the consortium will be acquired by the consortium, with the company valued at approximately US$408 million. Following the closing of the merger, China Ming Yang will delist from the NYSE and become a privately held company. China Ming Yang is a leading wind energy solution provider in China. Partner Peter Huang is leading the transaction.

Sullivan & Cromwell is representing Lazard as financial adviser to US Legendary Entertainment in respect of its acquisition by Dalian Wanda Group Co Ltd. Los Angeles corporate partner Alison S Ressler is leading the transaction which was announced on 12 January 2016.

Sullivan & Cromwell is also representing Nippon Steel & Sumitomo Metal Corp (Japan) in respect of its discussions with Nisshin Steel Co Ltd (Japan) regarding making Nisshin a subsidiary of Nippon Steel. Corporate partners Robert G DeLaMater (New York) and Keiji Hatano (Tokyo) are leading the transaction which was announced on 1 February 2016.

Tay & Partners has represented AirAsia Berhad in respect of a competition law appeal against a decision alleging market sharing between the budget airline and Malaysia Airlines System Berhad. AirAsia Berhad secured a landmark victory decision before the Competition Appeal Tribunal which ruled that the Malaysia Competition Commission’s market sharing infringement decision and the financial penalty of MYR10 million (US$2.38m) must be set aside. This unanimous decision by the five-member tribunal marks the first decision delivered by the Competition Appeal Tribunal after the Competition Act 2010 came into force four years ago in Malaysia. Managing partner Tay Beng Chai led the transaction.

Trilegal has advised Essentra plc, in respect of its acquisition, through its subsidiary Essentra (India) Private Ltd, of the pharmaceutical packaging business of Kamsri Printing & Packaging Pvt Ltd. Partners Kosturi Ghosh (Corporate) and Samsuddha Majumder (Taxation) led the transaction which closed on 29 January 2016.

White & Case has advised Shenzhen-listed Suzhou Dongshan Precision Manufacturing Co Ltd (DSBJ), one of the largest suppliers of precision sheet metal components headquartered in Suzhou, China, in respect of its US$610 million acquisition of Nasdaq-listed Multi-Fineline Electronix Inc (MFLEX), an Irvine, California-based global provider of high-quality, technologically advanced flexible printed circuits and assemblies. Under the agreement, MFLEX stockholders will receive US$23.95 in cash for each share of MFLEX common stock held at the close of the transaction. The transaction will be funded by DSBJ through a combination of cash on hand, existing credit facilities and new debt financing, and is not subject to a financing condition. The transaction, which is expected to close in the third quarter of fiscal 2016, is subject to approval by MFLEX and DSBJ stockholders, regulatory approvals and other customary closing conditions. Partners Chang-Do Gong (New York) and Peggy Wang (Hong Kong) led the transaction.

Wong & Partners has advised Sistem Televisyen Malaysia Berhad (STMB) in respect of its joint venture with CJ O Shopping Co Ltd to establish a joint venture company for a home shopping business. STMB is a wholly-owned subsidiary of Media Prima Berhad, Malaysia’s leading fully-integrated media investment company. The JV company shall have an eventual issued and paid-up capital of RM65 million (US$15.5m) divided into 65 million ordinary shares of RM1.00 (US$0.238) each. The shareholding structure of the JV company shall be held by STMB and CJ O in the ratio of 51 percent and 49 percent, respectively. Its total capitalisation will be RM65 million (US$15.5m) to be contributed in several tranches by STMB and CJ O in the proportion of the shareholding ratio of 51:49, respectively. Partner Munir Abdul Aziz led the transaction which was signed on 18 January 2016.

WongPartnership has acted for IC Power Ltd, a wholly-owned subsidiary of Kenon Holdings Ltd, in respect of its US$299.5 million acquisition of Energuate, a private electricity distribution business in Guatemala, from Deorsa-Deocsa Holdings Ltd, an investment company of Actis LLP, and for the Singapore-incorporated borrower, IC Power Distribution Holdings Pte Ltd, in respect of a loan of up to US$120 million granted to partially finance the acquisition. Partners Ong Sin Wei and Alvin Chia led the transaction.

WongPartnership is also acting as Singapore counsel for LVMH Moet Hennessy Louis Vuitton and Groupe Arnault in respect of the combination of their private equity and real estate arms (L Capital and L Real Estate) with private equity firm Catterton to form a new global consumer-focused investment firm, L Catterton. Partner Low Kah Keong is leading the transaction.