Deals – April 20, 2016

Allen & Gledhill has also advised Ascendas Frasers Pte Ltd, a joint venture between Ascendas Development Pte Ltd and Frasers Centrepoint Ltd, in respect of its S$420 million (US$313.2m) divestment of 1 Changi Business Park Central 1, Singapore 486036, commonly known as “One@Changi City”, to Ascendas Real Estate Investment Trust. Partners Eudora Tan, Shalene Jin, Fock Kah Yan, Margaret Soh, Teh Hoe Yue, Jerry Koh, Chua Bor Jern and Lim Pek Bur led the transaction.

Allen & Overy has advised the joint lead managers in respect of Mongolia’s sovereign bond offering. The US$500 million issuance, which closed on 13 April 2016, was done under the Government of Mongolia’s global medium term notes program, in respect of whose establishment the firm advised the arrangers. The bonds were sold internationally on a combined Rule 144A / Regulation S basis, with US qualified institutional buyers accounting for a substantial portion of the total demand. Credit Suisse, Deutsche Bank, ING and JP Morgan were the joint book-runners and, together with Golomt Bank and TDB Capital, the joint lead managers of the offering. Proceeds of the offering will be used to refinance indebtedness, as well as to finance budget deficits and various projects, including roads and infrastructure. Hong Kong partner Alexander Stathopoulos led the transaction.

Colin Ng & Partners has acted for Marna Capital in respect of equity investment into Crème Simon, an award-winning French heritage skincare brand. This is Marna Capital’s first investment in Singapore’s retail sector. Founded in 1860, Crème Simon is the oldest French skincare brand and pioneered the first beauty creams in France, and now has a focus on growth within Asia. Marna Capital is an investment company which, through its fund, has primarily invested in the technology, lifestyle and media and entertainment sectors. The investors in the fund include prominent figures such as SM Nasarudin SM Nasimuddin of the Naza Group. Partners Lisa Theng and Bill Jamieson led the transaction.

Colin Ng & Partners has also acted for the founder and seller of Expat Insurance Pte Ltd in respect of its sale to MSH International in April 2016. Expat Insurance is a leading independent insurance broker in Singapore, focused on delivering health insurance, employee benefit programmes and high net worth solutions for a globally-mobile client base. A subsidiary of Siaci Saint Honore, one of the leading insurance brokers in France, MSH International is a world leader in the design and management of international healthcare and death & disability insurance solutions for globally-mobile individuals. MSH International has more than 2,000 corporate clients and 330,000 insured members across 200 countries. Partner Bill Jamieson led the transaction.

Conyers Dill & Pearman is acting as Cayman Islands counsel to Shanda Investment Holdings Ltd, a private investment group, in respect of its proposed merger with Ku6 Media Co (KUTV) by way of a “going private” transaction. Hong Kong partner Richard Hall, working alongside Davis Polk & Wardwell, is leading the transaction.

Conyers Dill & Pearman has also acted as Cayman Islands and BVI counsel to Human Health Holdings Ltd in respect of its HK$106 million IPO on the Main Board of the HKSE. Hong Kong partner Richard Hall, working alongside DLA Piper, led the transaction.

Cyril Amarchand Mangaldas has advised Adcock Ingram Holdings Ltd in respect of a share purchase agreement, through its subsidiaries Adcock Ingram International (Pty) Ltd and Adcock Ingram Healthcare (Pty) Ltd, with private equity firm Samara Capital Partners Fund II Ltd on 6 April 2016 for sale of the entire share capital of Adcock Ingram Healthcare Private Ltd to Samara Capital. The enterprise value is INR1.51 billion (US$22.8m). Mumbai corporate partners Ashish Jejurkar and Ramgovind Kuruppath, supported by New Delhi tax partner S R Patnaik, led the transaction which is subject to the fulfillment of conditions precedent, including approval of the Foreign Investment Promotion Board.

Davis Polk has advised Shanda Group in respect of its equity investment in Legg Mason, through which Shanda purchased substantially all of the shares of Legg Mason’s common stock owned by Trian Fund Management LP and its affiliates, representing a 9.9 percent interest of Legg Mason’s current total outstanding shares of common stock. Shanda Group is a Singapore-based global investment holding company with a long-term investment horizon across public markets of equity, fixed income and commodities, private equity and real estate. It is focused on value investment opportunities in the financial services, technology and health care services sectors. NYSE-listed and Baltimore, Maryland-based Legg Mason is a global asset management firm with US$670 billion in assets under management as of 31 March 2016. It provides active asset management in many major investment centers throughout the world. Partners Miranda So and Brian Wolfe led the transaction.

Dechert has advised Lazada, the largest eCommerce platform in Southeast Asia, in respect of its agreement with Alibaba Group under which Alibaba will acquire a majority stake in Lazada for more than US$1 billion. The transaction will immediately make Alibaba the leading eCommerce service provider in the region by enabling the company to further assist global businesses and local merchants in accessing the Southeast Asian consumer market. Munich partner Federico G Pappalardo led the global and multidisciplinary team in the transaction.

Duane Morris has advised SembCorp Industries, through its wholly-owned subsidiary, SembCorp Utilities, in respect of a historic Power Purchase Agreement in Myanmar, which was signed on 29 March 2016, the day before the swearing in of the new Myanmar government. The US$300 million power plant, financed under a Build-Operate-Own-Transfer structure, is set to be the largest gas-fired independent power plant in Myanmar. The original signing a memorandum of agreement with Myanmar’s Department of Electric Power Planning to invest in and develop the 225 MW gas-fired power plant in central Myanmar occurred in December 2015. Partners Giles Cooper (Hanoi) and Carl Winkworth (London) and Director Mark D’Alelio (Myanmar) led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel for BOSC International Company Ltd, the sole sponsor and joint book-runner, and Aristo Securities Ltd, the joint book-runner, in respect of the listing of the shares of Expert Systems Holdings Ltd on the Growth Enterprises Market of the HKSE. Expert Systems is a Hong Kong-based IT infrastructure solutions provider and is primarily engaged in the assessment, design and implementation of IT infrastructure solutions for customers in both the private and public sectors. The shares commenced trading on the HKSE on 12 April 2016. Partner Brian Ho led the transaction.

J Sagar Associates has advised Suprajit Engineering Ltd in respect of its qualified institutions placement of equity shares amounting to INR1.5 billion (US$22.6m). Suprajit Engineering is one of India’s leading manufacturers of mechanical cables and light sources for the automotive sector. Partners Nosh Modi and Arka Mookerjee led the transaction. Duane Morris & Selvam acted as the special international counsel to JM Financial Institutional Securities Ltd, the book-running lead manager to the issue.

J Sagar Associates has also represented Adani Power Ltd, Coastal Gujarat Power Ltd (CGPL), Sasan Power Ltd and GMR Kamalanga Power Ltd in respect of a batch of cross appeals before the full bench of the Appellate Tribunal for Electricity which delivered a landmark judgment on 7 April 2016 to establish the principles governing contract readjustments in competitively bid long term power purchase agreements. The underlying issue related to treatment of adverse, unforeseen and uncontrollable events that destroy the economic substratum of PPAs of private generating companies entered with state utilities. This judgment is expected to resolve the problem of stranded PPAs and investments affecting around 40,000 MW power projects (investment of around US$30-35 billion) in the country. The decision came at a time when private investors are apprehensive about their investments in India. The four power firms have an installed capacity of around 14,000 MW. Partners Amit Kapur, Poonam Verma, Apoorva Misra, Vishrov Mukherjee and Abhishek Munot led the transaction.

Khaitan & Co has advised Girnar Software Private Ltd in respect of the acquisition of certain identified assets of Help on Wheels Private Ltd. GirnarSoft is a business value focused IT company working on offshore products and outsourced software development. Partner GT Thomas Phillippe led the transaction.

Khaitan & Co has also advised Vistra Group in respect of its acquisition of 100 percent issued and outstanding equity shares of IL&FS Trust Company Ltd. Hong Kong-based Vistra Group is an international trust and corporate service provider specialised in tailored trust and fiduciary services and corporate services. Partner Rajiv Khaitan and associate partner Mayank Singh, assisted by partner Sachin Mandlik and associate partner Peshwan Jehangir, led the transaction.

Kirkland & Ellis is representing Blackstone in respect of the leveraged financing to partly fund its acquisition of at least 84 percent of Hewlett Packard Enterprise’s stake in Mphasis, an India-based outsourcing firm listed on the Bombay Stock Exchange. The deal could value Mphasis up to US$1.1 billion. Hong Kong debt finance partner David Irvine and Hong Kong corporate partner Nicholas Norris are leading the transaction which was announced on 4 April 2016. Linklaters is representing the arrangers of the financing.

Norton Rose Fulbright has advised Top Spring International Holdings Ltd in respect of its US$115 million acquisition of an 85 percent equity interest in Shanghai Huanjian Investment Company Ltd and a 0.85 percent equity interest in Shanghai Huantang Cultural Communication Company Ltd. HKSE Main Board-listed Top Spring International Holdings is a real estate property developer in China. Shanghai Huanjian Investment owns a 99 percent equity interest in Shanghai Huantang Cultural Communication, which owns land in Pudong New District, Shanghai. Hong Kong corporate and equity capital markets partner Terence Lau led the transaction.

Norton Rose Fulbright has also acted for Blue Sky Group in respect of a student accommodation joint venture with Goldman Sachs which involved the acquisition and development of student accommodation sites throughout Australia and New Zealand. The 50/50 JV had an initial stage that required Goldman Sachs to contribute sufficient equity to buy a 50 percent interest in three existing development sites owned by Blue Sky or funds that it managed. Partner Michael French, assisted by partners Marshall Bromwich and Joshua Paffey, led the transaction.

Orrick, Herrington & Sutcliffe has represented Nasdaq-listed JD.com Inc, the largest online direct sales company in China, in respect of the merger of its O2O business, JD Daojia, and Dada Nexus Ltd, China’s largest crowdsourcing delivery platform. Being the largest shareholder of the new entity, JD.com will receive approximately 47.4 percent of the new company’s equity in exchange for various resource support and US$200 million in cash. After merger, Dada/JD Daojia will continue to operate two core businesses, including the crowdsourcing delivery platform providing delivery services to retailers, service providers and O2O enterprises in China at a lower cost and the O2O supermarket platform offering the fastest premium shopping experience by leveraging the expanded delivery network with a focus on the location-based mobile commerce sector. JD Daojia has been a leader in China’s O2O supermarket industry since its launch in April 2015 covering over three million customers in 13 cities via its location-based app. Dada Nexus, founded in 2014, is the largest crowdsourcing delivery platform in China with a network covering 37 key cities in China. Shanghai corporate partner Jie (Jeffrey) Sun led the transaction which is expected to close in the second quarter of 2016, subject to certain closing conditions.

Paul Hastings is advising COSCO (Hong Kong) Group Ltd, a wholly-owned subsidiary of China Ocean Shipping (Group) Company, in respect of its acquisition of 67 percent of Piraeus Port Authority SA. This marks one of the most high profile Greek privatizations of recent years. Successful execution of the deal is a key part of the plan to turn Piraeus into a logistics hub for Chinese exports to Europe under China’s “One Belt One Road” strategic initiative. The firm is currently also representing COSCO in the landmark restructuring involving both COSCO and China Shipping Group. The restructuring represents a substantial reconfiguration of two of China’s leading state-owned enterprises which, on a combined basis, will become the world’s fourth largest container-shipping company. Chair of Greater China partner Raymond Li, with partners Vivian Lam and Pei Fang, Garrett Hayes (London) and Pierre Kirch (Paris), is leading the transaction.

Paul Hastings has also advised Shaoxing City Investment (HK) Ltd, a wholly-owned subsidiary of Shaoxing City Investment Group Ltd (SCIG), in respect of its issue of US$300 million bonds due 2019. SCIG is the main urban infrastructure investment platform of the Shaoxing Municipal Government. This marks the first ever offshore bond issue by a municipal government issuer in the PRC. Corporate partners Vivian Lam (Hong Kong) and Christian Parker (London) led the transaction.

Shearman & Sterling is advising HKSE-listed Phoenix Healthcare in respect of its US$480 million acquisition of certain hospital businesses of China Resources Healthcare Group (CR Healthcare), one of the largest state-owned enterprises in China’s healthcare industry. CR Healthcare will become a controlling shareholder of Phoenix Healthcare, one of the largest private hospital groups in the PRC, comprising 60 medical institutions with approximately 5,780 beds in operation in Beijing, Tianjin and Hebei. CR Healthcare is a wholly-owned subsidiary of China Resources (Holdings) Co Ltd, one of the largest state-owned enterprises under the administration of the State-owned Assets Supervision and Administration Commission of the State Council. The transaction involves a connected transaction under the Hong Kong Listing Rules, as well as a whitewash waiver application under the Hong Kong Takeovers Code. Partner Peter Chen is leading the transaction.

Shook Lin & Bok has acted for Aspial Treasury Pte Ltd as the issuer and Aspial Corp Ltd as the guarantor in respect of Aspial Treasury’s issuance of S$200 million (US$149m) 5.3 percent bonds due 2020 which are unconditionally and irrevocably guaranteed by Aspial Corp. Partners Marilyn See and Lian Shueh Min led the transaction which is Aspial Treasury’s second retail bond offering and the first retail bond issuance in Singapore in 2016.

Sullivan & Cromwell is representing Alibaba Group Holding Ltd (China) in respect of its agreement to acquire a controlling stake in Lazada Group SA (Singapore) for a total investment by Alibaba of approximately US$1 billion. Corporate partners Garth W Bray (Hong Kong) and York Schnorbus (Frankfurt) and executive compensation & benefits partner Matthew M Friestedt (New York) are leading the transaction which was announced on 12 April 2016.

Sullivan & Cromwell is also representing Telstra (Australia) in respect of its agreement with Ping An Insurance Group (China) for the sale of 47.7 percent of total issued shares in Autohome (China) for US$1.6 billion. Corporate partner Robert Chu (Melbourne) is leading the transaction which was announced on 15 April 2016.

Tay & Partners has acted as Malaysian counsel to DagangHalal plc, the world’s first global e-commerce platform to provide halal verification, in respect of the admission of its entire issued share capital to trade on ISDX Growth Market, a market operated by ICAP Securities & Derivatives Exchange Ltd. Working closely with Bird & Bird, managing partner Tay Beng Chai, supported by partner Teo Wai Sum, led the transaction.

Tay & Partners has also acted for Yongnam Engineering & Construction Sdn Bhd, a wholly-owned subsidiary of SGX-listed Yongnam Holdings Ltd, in respect of its acquisition of three pieces of freehold industrial land in Johor for approximately RM38 million (US$9.8m). Partner Teo Wai Sum also led the transaction.

Wong & Partners has advised Pfizer Malaysia Sdn Bhd in respect of the integration of Hospira and Pfizer business and operations in Malaysia as part of Pfizer’s global acquisition of Hospira. The firm assisted Pfizer with its acquisition of Hospira Malaysia Sdn Bhd shares for MYR15.9 million (US$4.1m). Partners Kherk Ying Chew and Ee Von Teo led the transaction which was completed on 3 March 2016. Clifford Chance acted as international counsel.

Wong & Partners has also advised FamilyMart Co Ltd in respect of the negotiation, drafting and signing of an Area Franchise Agreement (AFA) with Maxincome Resources Sdn Bhd, a wholly-owned subsidiary of QL Resources Berhad, for the development and operation of FamilyMart convenience stores in Malaysia. Tokyo Stock Exchange-listed FamilyMart’s brand of convenience stores is ranked as the second largest convenience store chain in the world, with 17,540 stores across seven countries worldwide as of 31 March 2016. The AFA grants QL Resources the exclusive master franchisee rights for Malaysia for an initial term of 20 years. Partner Brian Chia led the transaction which was signed on 11 April 2016. Putri Norlisa Chair advised QL Resources.

WongPartnership is acting for Singapore Exchange Ltd in respect of its bid to acquire The Baltic Exchange Ltd, a historic London institution which provides key data on the maritime world. Partners Chan Sing Yee, Ameera Ashraf and Chan Jia Hui are leading the transaction.