Flying high again
By Chris Thomson
In lawyers’ offices, where black and white is read, 2015 saw numerous examples of creative thinking allowing companies to navigate seemingly insurmountable challenges and revolutionise the way they get their feet off the ground. Thanks to the deals highlighted ahead, companies across the region are no longer waiting for the sun to appear.
Among the standout mergers reported is that resulting in Didi Kuaidi, China’s most successful ride-sharing service and a huge factor in Uber’s loss of US$1 billion over the past year in China.
China’s outbound deals are gaining traction too, with a record US$112 billion spent in 2015 looking like it could be topped this year as the current count is at over US$75 billion according to Dealogic.This trend may be set to end though, with anti-trust fears recently thwarting two major outbound China deals, namely those of Fosun and China Resources attempting to acquire Phoenix Holdings and Fairchild Semiconductor respectively, with the latter happening in spite of the attempted acquirer tabling the largest bid.
During 2015, China’s top-targeted jurisdiction was Hong Kong for the first time since 2003, and had US$21.8 billion invested in it across 103 deals – 19 percent of all its activity. One example of this influx is China’s biggest commercial property developer Dalian Wanda enjoying both the largest IPO in Hong Kong in 2014 and the largest in the Asia Pacific region (excl.) Japan since October 2010 upon its H-share listing in December 2014. The US was China’s second favourite destination with US$20.6 billion via 114 deals.
But while anti-trust fears and economic slowdown saw Chinese companies fail to enter certain markets, lack of profitability saw Tesco forced to leave one when they sold Homeplus to a consortium including MBK Partners in October. And speaking of jumping ship, more and more over the year have pulled out of their investments in oil which has seen one of its key players BHP Billiton post a half-year net loss of US$5.67 billion, slashing its revenue by 37 percent.
In other areas, we see Nikkei’s March 2015 acquisition of The FT Group for approximately US$1.22 billion. And remaining in the media space, KKR’s investment in CA Media and creation of Emerald Media hopes to provide fruition by expanding the western’s company’s geographical footprint to Hong Kong, India and Singapore in the east.
There were also numerous power generation deals such as the hydro-electric project in Nepal, the Donggi-Senoro LNG project in Indonesia, the State Bank of India’s financing of potential new allottees of coal mines and ACWA Power’s Noor II and Noor III solar power projects in Morocco. The diversity here shows that investors may have been put off oil (though not in the case of the Indonesia project), but are still interested in power generation, and in two of these cases, are seeking greener methods.
After 2014’s gigantic IPO at a world record-breaking US$25 billion, Alibaba has been busy again, investing in Snapdeal in August 2015, which is now India’s largest e-commerce company, and acquiring Youku Tudou, who merged in this magazine’s predecessor in November 2014, for approximately US$4.6 billion.This enabled Alibaba to enter China’s online media space.
It wasn’t just continental Asia seeing an influx in investors though. Australia saw its largest direct property sale in the form of China Investment Corporation’s acquisition of the Investa portfolio – a deal which results in the acquirer owning stakes in nine premium commercial office towers in Sydney, Melbourne and Brisbane for a deal value of US$1.79 billion. In the last three months of 2015, Australia’s economy grew by three percent, compared to the same period a year before.
Earlier in the year, Australia also saw its fifth-largest inbound acquisition ever when in May, Japan Post Holdings paid US$6.2 billion for transport and logistics provider Toll Holdings. Japan Post Holdings later IPO’d for roughly US$11.6 billion in November.
Below, you’ll read details of these and other deals we have chosen as those that best represent the region’s legal 2015 and did so by demonstrating size, uniqueness, complexity and innovation. To quote singer Damien Rice, “A kite needs to be tied down in order to fly. I learned how important restrictions can sometimes be in order to experience freedom.” Though law is often seen as a restrictive factor in getting things done, its input is necessary and without the aid of the legal teams involved in these deals, they wouldn’t have been able to fly.
December 2014
Subordinated perpetual sukuk under the Shariah principle of Musharakah DRB-HICOM Berhad
Deal Value: Approx. US$469 million
Practice Area: Islamic Finance
• Albar & Partners represented CIMB Investment Bank Berhad
• Kadir Andri & Partners represented DRB-HICOM Berhad
To commence this edition’s winners, we chose a deal that fits our innovation and uniqueness criteria. Announced on November 28 and completed just over a month later, this RMB2 million subordinated perpetual sukuk, a model relatively new to the Malaysian Islamic capital market, had the innovative feature of allowing the issuer to improve their capital structure and funding stability. A perpetual sukuk also allows for more corporate flexibility than a traditional one as it can be treated as equity rather than debt on a company’s balance sheet.
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Arun-3 hydro electric project in Nepal
Deal Value: US$1.1 billion
Practice Area: Project Finance
• Herbert Smith Freehills represented the investment board of the government of Nepal
• Abhinawa Law Chambers acted as local counsel to the investment board of the government of Nepal
As Nepal’s second-biggest ever foreign investment deal – the largest being a similar hydro project earlier in 2014 (valued at US$1.4 billion), this deal clearly outlines a trend in the jurisdiction’s energy sector.
Following a bidding process held in 2008, won by SJVN Limited, a Mini Ratna & Schedule ‘A’ CPSU under the Ministry of Power, Govt. of India, it has been confirmed that one of Nepal’s few cross-border projects will result in a facility that generates 4012 MU annually through four 225 megawatt generators.
As part of the deal, SJVN will provide Nepal with 21.9 percent of the electricity output from this project free of charge. At least four more large scale hydroelectric power projects in Nepal are currently in the works.
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Dalian Wanda H-share listing in Hong Kong
Deal Value: US$3.7 billion
Practice Area: Capital Markets
• Reed Smith represented Dalian Wanda Commercial Properties Co., Ltd
• Appleby acted as Bermuda, BVIand Jersey counsel to Dalian Wanda Commercial Properties Co., Ltd
• Tian Yuan Law Firm acted as PRC counsel to the issuer
• Freshfields Bruckhaus Deringer represented the underwriters
• King & Wood Mallesons acted as PRC counsel to the underwriters
This deal not only marked the largest IPO in Hong Kong in 2014, but in fact the largest in the Asia Pacific region (excl. Japan) since October 2010. It is also the largest listing ever by a real estate company worldwide.
Dalian Wanda, the biggest commercial property developer in China and second-largest worldwide (as well as being China’s foremost owner of luxury hotels), has thus far built 71 ‘Wanda Plazas’, which house offices, hotels, shopping malls and entertainment venues, in 47 cities in China. This IPO will finance the construction of further Wanda Plazas across China.
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All-Stars’ investment in Xiaomi Corporation
Deal Value: US$1.1 billion
Practice Area: Capital Markets
• Cadwalader, Wickersham & Taft represented All-Stars Investment Limited
• Beijing Sunland Law Firm acted as PRC counsel to Xiaomi Corporation
• Travers Thorp Alberga acted as Cayman Islands counsel to Xiaomi Corporation
• Ogier acted as BVI counsel to the lead investor
• Skadden, Arps, Meagher & Flom represented the Government of Singapore Investment Corporation Pte. Ltd
A massive investment of US$1 billion marked China’s largest TMT deal of 2014 and the largest ever private placement of a China-based technology company. Also, as a result of this financing, Xiaomi is now the highest valued technology start-up in the world, valued at US$46 billion, surpassing the valuation of all Silicon Valley giants.
Due to the size of the private investment and its multi-jurisdictional nature (which added to the deal’s complexity), a syndicate investment structure on behalf of the investors had to be put in place, which had numerous legal and commercial restrictions imposed upon it.
Innovation was also necessary, as having a single fund invest over US$1 billion into a venture-backed technology company is nearly impossible as typically, multiple investors, PE funds and banks are needed in order for a deal of this size to work. This was, in fact, the first time that a private placement syndication of this size and scale took place in Asia.
Because of the jurisdictional complexities, the financing was not open to US investors, but legal issues relating to the Cayman Islands, Hong Kong, China and the UK had to be observed. US laws still had to be observed however because that’s the only jurisdiction in which something like this has ever been seen.
Before, Chinese technology companies were forced to list on public stock exchanges prematurely (or even unnecessarily) as it was impossible for them to access over US$500 million. As a result of this deal, the door has been opened for other large scale Asia-based mega technology deals without the need for public listings.
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January
ITOCHU Corporation’s investment into CITIC Limited
Deal Value: Approx. US$10.4 billion
Practice Area: Capital Markets
• Ashurst represented ITOCHU Corporation
• Sidley Austin represented CP Group
• Mori Hamada & Matsumoto acted as legal counsel on Japanese law to ITOCHU Corporation
• Walkers acted as BVI counsel to ITOCHU Corporation
• Freshfields Bruckhaus Deringer advised CITIC Group and Citic Ltd
To commence the rundown of our winning deals which took place in January 2015, we have the ITOCHU Corporation’s acquisition of a 20 percent strategic stake in Hong Kong Stock Exchange-listed CITIC Limited together with Charoen Pokphand Group and a three-way strategic cooperation agreement between ITOCHU, CP Group and CITIC.
The deal demonstrates a further opening up of China to the rest of the world, as it is the largest ever foreign investment (by value) into a single state-controlled enterprise in China. It’s also a Chinese government pilot for other private investment into large state-owned enterprises and an alliance between China’s largest conglomerate, one of Japan’s most successful trading houses in the sector and one of Southeast Asia’s most successful family-controlled conglomerates.
CITIC Limited has businesses in the highly regulated industries commercial and retail banking, investment banking, trust services, real estate, construction, raw materials and resources. The transaction aims to establish a platform from which ITOCHU Corporation can grow its existing businesses into the Chinese market, as well as develop new ventures with CITIC and Charoen Pokphand Group.
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Shenyin & Wanguo acquisition of Hong Yuan
Deal value: US$6.4 billion
Practice Area: Corporate/Mergers & Acquisitions
• Haiwen & Partners acted as PRC counsel to Shenyin & Wangou Securities Company Ltd
• Appleby acted as BVI counsel to Shenyin & Wangou Securities Company Ltd
Also in January, Shenyin & Wangou bought Hong Yuan Securities Co. for RMB39.6 billion in stock, creating China’s fifth-largest brokerage by assets. This purchase was the biggest takeover in PRC financial history, surpassing Ping An Insurance’s US$4.3 billion acquisition of Shenzhen Development Bank in 2011.
The thinking behind this deal and others like it is that creating large firms through mergers and acquisitions will give Chinese brokerages an edge when facing foreign competitors as China further liberalises its capital markets.
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Spin-off of Kenon Holdings Ltd by Israel Corporation Ltd and subsequent dual listing on the New York Stock Exchange and Tel-Aviv Stock Exchange
Deal Value: US$1.06 billion
Practice Area: Capital Markets
• Allen & Gledhill advised Israel Corporation and Kenon Holdings
This is a watershed transaction, being the very first ever dual listing of a Singaporean company on the New York Stock Exchange and the Tel-Aviv Stock Exchange.
Furthermore, the deal had to observe the divergent laws of the United States and Israel, so the listing regulations promulgated by the Securities Exchange Commission and the Israeli Securities Authority, along with the relevant Singaporean laws had to be observed.
Due to the different takeover laws in the United States and Singapore under the Singapore Code on Take-Overs and Mergers, Kenon had to successfully obtain a waiver from the Securities Industry Council on its application and was subject to certain exceptions, having to provide specified conditions. Said waiver is rarely granted by the Securities Industry Council.
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Donggi-Senoro LNG Project in Indonesia
Deal Value: US$2.8 billion
Practice Area: Project Finance
• Hogan Lovells represented Medco Energi
• Allen & Overy represented PT Donggi-Senoro LNG
• Latham & Watkins represented PT Pertamina (Persero)
• Ashurst represented the finance parties
This oil and gas project involved Medco Energi, PT Donggi-Senoro LNG, PT Pertamina (Persero) Japan Bank for International Cooperation, Export-Import Bank of Korea, Nippon Export and Investment Insurance, Korea Gas Corporation and the Mitsubishi Corporation.
All of these entities converged to take part in the major multi-source landmark US$2.8 billion project financing for the Donggi-Senoro LNG project in indonesia, which is the first LNG project in Indonesia to be structured as a downstream project under Law No. 22 of 2001.
The deal is also Indonesia’s first non-integrated LNG project and fourth LNG export terminal facility. Taking part were companies based in Korea, Japan and Indonesia, with said entities including the world’s largest LNG buyer and Japan’s largest trading house.
As the first successful financing of a non-integrated project in Indonesia, this is expected to have significant impact and catalyse similar future deals. It is also Medco Energi’s second significant project financing within 12 months and supports its credentials as a leading private sector sponsor within Indonesia.
 —————————————————TCC Holding’s acquisition of Metro Cash & Carry Vietnam Deal Value: Approx. US$870 million When negotiations for this deal first began in August 2014, the intended acquirer was Berli Jucker Public Company Limited, but by the time this deal went through, Berli Jucker’s majority shareholder was TCC Holding, so amendments had to be made. The acquired Metro Cash & Carry Vietnam has 19 cash and carry centres and two logistics platforms, and boasts locations in a number of major cities and provinces throughout Vietnam. |
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February
Tencent and JD.com’s investment in Bitauto Holdings
Deal Value: US$1.55 billion
Practice Area: Mergers & Acquisitions
• Han Kun Law Offices acted as PRC counsel to Bitauto Holdings
• Maples and Calder acted as Cayman Islands counsel to Tencent Holdings
• Paul, Weiss, Rifkind, Wharton & Garrison represented Tencent Holdings
• Orrick, Herrington & Sutcliffe represented JD.com
• Skadden, Arps, Slate, Meagher & Flom represented Bitauto
• Sullivan & Cromwell represented underwriters Credit Suisse Securities (financial advisor to Bitauto)
Bitauto, a leading provider of internet content and marketing services for China’s fast growing automotive industry, as of February 2015 is part-owned by both JD.com and Tencent, who invested approximately US$1.3 billion into Bitauto and US$250 million into YinXin Capital Ltd., a Bitauto subsidiary. The goal of the strategic partnership is providing enhanced online automotive transaction services to car buyers across China.
The deal resulted in JD.com and Tencent owning approximately 25 percent and 3.3 percent of Bitauto and approximately 17.7 percent and 26.6 percent of YinXin Capital respectively. JD.com also has one seat on Bitauto’s board of directors.
Not only does this deal show unification between the purchasers and their investment, but also a unification between the two acquirers, which only commenced their relationship last year when Tencent purchased 15 percent of JD.com, highlighted in last year’s Deals of the Year.
This is the first major M&A transaction in China’s TMT industry involving two existing US-listed companies (JD.com and Bitauto) and a Hong Kong-listed company (Tencent) to cooperate in the dynamic automobile e-commerce sector and gives reason to expect a rise in the prominence of strategic investors in this space.
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State Bank of India’s financing of potential new allottees of coal mines
Deal Value: Undisclosed
Practice Area: Project Finance
• HSA Advocates acted as counsel to the lender
In 2014, prior allotment of coal mines in India were cancelled by the Supreme Court as said allocations were held to be made illegally and arbitrarily, making a successful deal the subsequent year both unexpected and coveted.
The State Bank of India – India’s largest financial institution – acted as lenders for this first-of-its-kind transaction under large scrutiny due to what had gone before. India’s government issued fresh tender documents for the re-allocation of the cancelled coal blocks after its Supreme Court decided that the State Bank of India had successfully overcome the applicable legal challenges. Having had no previous precedence, a large amount of the legal work had to be undertaken from scratch.
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Global Logistic Properties’ acquisition of the IndCor portfolio from the Blackstone Group
Deal Value: US$8.1 billion
Practice Area: Corporate/Mergers & Acquisitions
• Morrison & Foerster advised Global Logistic Properties Limited
• Simpson Thacher & Bartlett advised Blackstone Group
In late February 2015, Global Logistic Properties Limited, the leading global provider of modern logistics facilities, along with the Singapore sovereign wealth fund GIC, successfully acquired the Indcor portfolio – one of the largest logistics platforms in the United States from The Blackstone Group.
Indcor’s assets include 117 million square feet of high quality industrial properties in key markets throughout the US, principally located in desirable in-fill industrial markets, which benefit from proximity to key domestic and global transportation hubs, major logistics warehouse/distribution networks and large population concentrations.
As well as boasting its significant deal value, this transaction represents the first foray by a market-leading Asia-based logistics provider into the North American market.
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Vi Holding’s investment in Indonesian nickel mining company
Deal Value: US$600 million
Practice Area: Capital Markets
• SSEK Legal Consultants represented Vi Holding
Russian industrial conglomerate Vi Holding, which specialises in mineral processing, made its first investment in Indonesia when commencing a joint venture with an Indonesian family that owns a nickel concession. This is also the first time said Indonesian company has been invested in by a foreigner.
For Vi Holding to successfully acquire a majority interest in the nickel mining company, a legal strategy for managing the significant legal risks discovered in due diligence had to be formulated. The projects space in Indonesia is heavily regulated, with the Indonesian government pushing for the development of the jurisdiction’s onshore smelting capacity by banning the export of unprocessed minerals. As a result of this and many other clamp downs, few joint ventures in this space have successfully closed.
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Merger between Didi Dache and Kuaidi Dache
Deal Value: US$6 billion
Practice Area: Corporate/Mergers & Acquisitions
• Maples and Calder acted as Cayman Islands counsel to Xiaoju Science
• Skadden, Arps, Slate, Meagher & Flom represented Didi Dache
• Simpson Thacher & Bartlett represented Kuaidi Dache
• Han Kun Law Offices acted as PRC counsel to Kuaidi Dache
• Fangda Partners acted as PRC counsel to Didi Dache
• Walkers acted as Cayman Islands counsel to Kuaidi Dache
Finishing February, we note Didi Dache’s strategic merger with Kuaidi Dache, two of China’s leading taxi-hailing mobile apps. The union created China’s largest local transportation mobile platform and one of the world’s leading local transportation mobile platforms based on user-base size. Separately, the two allegedly accounted for over 95 percent of the taxi-hailing market in China, which has an estimated 150 million monthly users.
Post-deal, the combined ‘Didi Kuaidi’ had a fundraising in July 2015 valued at US$2 billion. With inclusion of this fresh capital, the newly merged company has a valuation of approximately US$15 billion. The following August, there was a Kuaidi management liquidation financing and a US$3 billion Didi-Kuaidi series A-17 financing. The latter of the two was the largest PE financing of a China ‘unicorn’ company since that of All Stars and Xiaomi.
It was recently reported that Uber in China is now worth US$8 billion, though thanks to competition from this giant and a fierce price-war is losing money. In fact, Uber CEO Travis Kalanick stated that the company loses over US$1 billion a year in China. Uber has also come under scrutiny in the US for its relaxed background checks when compared with those of taxi drivers.
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March
Merger between China CNR Corporation Limited and China CSR Corporation Limited
Deal Value: US$26 billion
Practice Area: Corporate/Mergers & Acquisitions
• Jingtian & Gongcheng represented China CNR Corporation Limited
• Morrison & Foerster acted as Hong Kong counsel to China CNR Corporation Limited
• Jiayuan Law Firm acted as PRC counsel to China CSR Corporation Limited
• Grandall Law Firm acted as PRC counsel to China CSR Corporation Limited
• Baker & McKenzie acted as Hong Kong counsel to China CSR Corporation Limited
• Haiwen Law Firm acted as PRC counsel to China CSR Corporation Limited’s lead financial adviser
• Linklaters acted as Hong Kong counsel to China CSR Corporation Limited’s lead financial adviser
• Kirkland & Ellis acted for financial advisor Bank of America Merrill Lynch
In a groundbreaking merger creating an industrial giant in the world’s rolling stock manufacturing industry from two state-owned enterprises in China, China CNR Corporation Limited merged with CSR Corporation Limited to produce CRRC Corporation Limited.
This is the first-ever tie-up between companies simultaneously listed on both the Hong Kong Stock Exchange and Shanghai Stock Exchange, meaning for the first time, laws and regulations from both Hong Kong and Mainland securities had to be complied with. This required a great deal of innovation thanks to the technical issues that arose.
It’s anticipated that this merging will increase competitiveness will the top players in the industry including those in Europe and the United States, and consolidation of state-owned enterprises in China for this purpose is a trend we’ve seen more and more recently.
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Blizzard’s seeking of injunctive remedy in IP court in China
Deal Value: Approx. US$1.6 million
Practice Area: Intellectual Property
• Hogan Lovells advised Blizzard
When Seven Games, Rekoo and Ucweb developed, published and distributed their game ‘Everyone WarCraft: War of Draenor’, it would have been surprising had Blizzard not seen a similarity between it and their own title ‘World of WarCraft’, which had already seen success for years.
The result was the first instance in which China’s specialised IP court granted a preliminary injunction. Said injunction stated that before a decision was arrived at, the three defendants weren’t allowed to make the game available for download nor collect money for the game. The case’s urgency, due to the potentially irreperable harm that ‘Everyone WarCraft: War of Draenor’ may have caused to Blizzard’s longstanding version, meant the lawyers for the defence had to work quickly and struggle to achieve the preliminary injunction, which, as stated had never been done before in the jurisdiction.
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Nikkei’s acquisition of the FT Group
Deal Value: Approx. US$1.22 billion
Practice Area: Corporate/Mergers & Acquisitions
• Skadden, Arps, Slate, Meagher & Flom represented Nikkei
• Herbert Smith Freehills represented Pearson
• Freshfields Bruckhaus Deringer represented Pearson
It seemed set in stone that Axel Springer, which had been courting Pearson for almost a year, was going to be the FT Group’s next owner, until Nikkei entered the picture five weeks before completing its purchase.
The FT Group, sold for £844 million, isn’t the first media asset to be sold by Pearson, which also offloaded Les Echos, the French media group, in order to put more focus on its education business. Not included in the assets sold were the FT headquarters and Pearson’s 50 percent stake in The Economist Group.
But Pearson didn’t hold on to its stake in The Economist Group for long, with this asset being sold less than three weeks later for ₤469 million.
Reportedly, though Nikkei’s bid came in late, they had been keeping an eye on the target for some time, and the German company Axel Springer didn’t even know it had been trumped by their bid until 15 minutes before the deal was announced.
Nikkei paid three times the pink paper value of the assets they acquired from the FT Group and roughly five times what was paid for the Washington Post two years prior in a deal that was described as remarkably generous. However, these statistics don’t take into account the reputation they bought or that a name, such as in the case of Coca-Cola, can be more valuable than the company itself.
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April
GF Securities’ Hong Kong IPO
Deal Value: US$4.1 billion
Practice Area: Capital Markets
• Latham & Watkins acted as Hong Kong and US counsel to GF Securities
• Clifford Chance acted as Hong Kong and US counsel to the underwriters
• King & Wood Mallesons acted as PRC counsel to the underwriters
• Jia Yuan Law Offices acted as PRC counsel to the underwriters
Our first winning deal in April saw 2015’s largest listing in Hong Kong and Asia-Pacific at the time of issuance – a massive US$4.1 billion IPO that was oversubscribed 180 times.
GF Securities, an A share company listed on the Shenzhen Stock exchange, is the fourth largest securities firm in China by total assets. The cross-border element (as the IPO was on the mainboard of the Hong Kong Stock Exchange and counsel from Hong Kong, China and the US were necessary), time constraints and nearly 20 cornerstone investors participating in the IPO made this a rare and tricky challenge for those involved, who without these additional complexities would have already had a major deal on their hands.
 —————————————————PT Dian Swastatika Sentosa Tbk (DSS) Reverse Takeover Deal Value: Confidential Also in April, PT Dian Swastatika Sentosa Tbk sold its 67 percent stake in PT Golden Energy Mines Tbk, a company listed on the Indonesian Stock Exchange, to United Fiber Systems Limited, a company listed on the Singapore Stock Exchange. United Fiber Systems Limited then issued new shares as consideration for the acquisition, resulting in Dian Swastatika Sentosa Tbk acquiring more than 90 percent of United Fiber Systems Limited’s enlarged share capital (without taking into account certain other share issuances contemplated). ————————————————— Listing of Videocon d2h Limited on NASDAQ Deal Value: US$273.35 million • Baker & McKenzie.Wong & Leow represented Videocon d2h Limited Subsequent to its raising of net proceeds of US$273.3 million, Videocon d2h became the largest Indian company by market capitalisation listed on NASDAQ, as well as the first US-listed Indian DTH broadcasting service provider. ————————————————— May Noor II and Noor III CSP IPPs Deal Value: Phase II: US$1.1 billion • Phase III: US$ 862 million • Ashurst advised ACWA Power Saudi Arabian energy company ACWA Power last year embarked on its endeavour to supply electricity to 1.1 million Moroccans by 2018 with its Noor II and Noor III concentrated solar power facilities in Ouarzazate, Morocco. ————————————————— Acquisition of Toll Holdings Limited by Japan Post Holdings Deal Value: Approx. US$6.2 billion • Herbert Smith Freehills represented Toll Holdings Limited The fifth-largest inbound acquisition Australia has ever seen saw Japan Post Holdings pay A$8 billion for leading transport and logistics provider Toll Holdings Limited. Post-merger Japan Post Holdings became one of the world’s top five logistics companies. |
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June
Merger of four operating subsidiaries of Temasek Holdings and JTC Corporation
Deal Value: Approx. US$3.55 billion
Practice Area: Corporate/Mergers & Acquisitions
 • Allen & Gledhill represented Temasek Holdings • Amarchand & Mangaldas & Suresh A. Shroff & Co. acted as Indian counsel to Temasek Holdings • King & Wood Mallessons acted as PRC and Australian counsel to Temasek Holdings • Kim & Chang acted as Korean counsel to Temasek Holdings • Rahmat Lim & Partners acted as Malaysian counsel to Temasek Holdings • Lee & Li acted as Taiwanese counsel to Temasek Holdings • Romulo Mabanta Buenaventura Sayoc & de los Angeles acted as Philippines counsel to Temasek Holdings • VILAF acted as Vietnamese counsel to Temasek Holdings • Al Tamimi & Company acted as Abu Dhabi and UAE counsel to Temasek Holdings • Colibri Law acted as Kazakhstani counsel to Temasek Holdings • Conyers Dill & Pearman acted as BVI and Mauritius counsel to Temasek Holdings • Clifford Chance acted as Hong Kong and Japanese counsel to Temasek Holdings • WongPartnership advised JTC CorporationThis highly complex multi-jurisdictional merger brought together Singbridge and Surbana (subsidiaries of Temasek Holdings) with Ascendas and JIH (both owned by JTC Corporation) to create a joint venture company that is 51 percent owned by Temasek Holdings, with 49 percent belonging to JTC Corporation. The merger creates a single platform forming on of the region’s largest integrated sustainable urban business solutions providers to pursue large scale and complex projects. While the two Temasek Holdings contributions Acendas and Singbridge represent the asset investment and holding arm, Surbana and JIH form the technical unit, offering construction and engineering services. Temasek Holdings and its advisers had to conduct and manage due diligence of over 200 entities and multiple types of corporates. The deal also had to comply with applicable laws and regulations across 10 jurisdictions. The transaction had to overcome legal implications from elements such as its multi-jurisdictional nature, its structuring, competition, regulatory, real estate and tax issues, and required the creation of group structures as well as various types of classes of securities to address the parties’ commercial considerations, along with anti-trust issues. ————————————————— TPG’s investment in PropertyGuru Deal Value: Approx. US$130 million • Cleary Gottlieb Steen & Hamilton represented TPG 2015’s largest investment in a Southeast Asian tech company saw a TPG Capital-led consortium put roughly US$130 million into PropertyGuru to support its innovation, marketing and further expansion in the region. ————————————————— Nord Anglia Education’s acquisition of six schools from Meritas and related financings Deal Value: Acquisition – US$534 million • Latham & Watkins acted as US,UK, Hong Kong, Singapore, UAE and Spanish counsel to Nord Anglia Education On June 25, Nord Anglia Education – one of the world’s leading operators of premium schools – acquired six schools located in China, North America and Europe from Meritas, LLC and certain affiliates, for a net cash consideration of US$534 million plus US$25 million of deferred consideration. ————————————————— August Softbank, Alibaba and Foxconn’s investment in Snapdeal Deal Value: US$1.27 billion • Morrison & Foerster advised Softbank A series of related deals concluding in August 2015 expanded Snapdeal into what is now India’s largest e-commerce company. ————————————————— DBS Bank’s establishment of global covered bond programme and issue of covered bonds Deal Value: Programme – US$10 billion • Allen & Gledhill acted as Singapore counsel to DBS Bank and Bayfront Being both the first covered bond programme and issue by a Singapore incorporated bank and the first in the Singapore market, this deal is truly deserving of winning for our innovation criteria. Add that to the size, both in terms of deal value and potential market influence, the unique features and the complexity and it’s no wonder our deal to close August made our list of winners. The deal also holds the accolade of being the largest securitisation programme out of Asia since the Lehman Brothers’ collapse in 2008. |
 —————————————————September Joint venture between GlaxoSmithKline and Novartis Deal Value: US$20 billion • Khaitan & Co advised GlaxoSmithKline Any joint venture with a value of US$20 billion will inevitably have huge anti-trust implications, and this element will require a great deal of attention. Adding to the complexity was the fact that this transaction required three inter-conditional deals, each of which was unique, innovative and targeted. ————————————————— Cheil Industries’ acquisition of Samsung C&T Corporation Deal Value: Approx. US$11 billion • Kim & Chang advised Samsung C&T Corporation Also in September, Samsung C&T Corporation was acquired by Cheil Industries for KRW11.4 trillion. The transaction involved complex legal issues including circular shareholding under the Korea Monopoly Regulation and Fair Trade Act, merger ratio under the Financial Investment Services and Capital Markets Act and disposal of preferred shares. ————————————————— October China Investment Corporation’s acquisition of Investa portfolio Deal Value: US$1.79 billion • Clayton Utz advised China Investment Corporation Formally closed on October 1, 2015, China Investment Corporation (CIC) made an investment of over A$2 billion into Investa Property Group’s office tower portfolio in Australia. As a result, CIC now owns stakes in nine premium commercial office towers in Sydney, Melbourne and Brisbane. |
 —————————————————Tesco’s sale of Homeplus to a consortium including MBK Partners Deal Value: US$6.1 billion UK-based Tesco PLC – the third-largest retailer in the world – sold Homeplus, which was its Korean hypermarket, supermarket and convenience store, to a group of investors at the forefront of which was Korea-based MBK Partners: the largest independent private equity firm in North Asia. |
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Hong Kong IPO of China Huarong Asset Management Co., Ltd
Deal Value: US$2.3 billion
Practice Area: Capital Markets
• Kirkland & Ellis represented the joint global coordinators and joint bookrunners
• Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to China Huarong Asset Management Co., Ltd
• King & Wood Mallesons acted as Chinese counsel to China Huarong Asset Management Co., Ltd
• Haiwen & Partners acted as Chinese counsel to the underwriters
In yet another huge October deal, the largest financial asset management company in China: China Asset Management Co., Ltd boasted the largest IPO of the year-to-date at a massive US$2.3 billion on the Hong Kong Stock Exchange.
The global offering and listing saw 22 investment banks as joint global coordinators and joint bookrunners become one of the largest underwriting syndicates in Hong Kong. That, plus the fact that the Hong Kong Stock Exchange was, at the time, significantly revising and adopting a strict set of new connected client-related rules and practices led to various challenges and uncertainties, as these regulations were largely untested. For the deal to proceed smoothly, all lawyers involved had to find innovative solutions to these new hurdles, which involved aspects stemming from Hong Kong, Chinese and US laws.
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Johnson Controls and Hitachi Global Air Conditioning Joint Venture
Deal Value: Undisclosed
Practice Area: Corporate/Mergers & Acquisitions
• Orrick, Herrington & Sutcliffe represented Johnson Controls
• Morrison & Foerster represented Hitachi
• Kochhar & Company, Advocates & Legal Consultants represented Hitachi
• Mori Hamada & Matsumoto acted as Japanese counsel to Hitachi
• Nagashima, Ohno & Tsunematsu acted as tax counsel to Johnson Controls
• Cleary Gottlieb Steen & Hamilton acted as anti-trust counsel to Johnson Controls
• Economic Laws Practice acted as Indian counsel to Johnson Controls
• Tsar & Tsai Law Firm acted as Taiwanese counsel to Johnson Controls
• Wong & Partners acted as Malaysian counsel to Johnson Controls
• Rajah & Tann acted as Thai counsel to Johnson Controls
• Quisumbing Torres acted as Philippines counsel to Johnson Controls
• Barbosa Mussnich Aragao acted as Brazillian counsel to Johnson Controls
• Baker & McKenzie acted as Spanish counsel to Johnson Controls
Though the actual deal value is undisclosed, it can be revealed that the new company in which Johnson Controls has acquired a stake has US$2.8 billion in annual sales according to a company press release. Said resulting joint venture is 60 percent owned directly or indirectly by Johnson Controls and 40 percent owned directly or indirectly by Hitachi Appliances, Inc.
The 60 percent obtained by Johnson Controls as well as incorporating the US$2.6 billion air conditioning business includes Hitachi’s interests in Hitachi Home and Life Solutions India Ltd (or HHLI) and the parties’ other affiliates across 24 countries throughout Asia, Europe and Latin America.
The acquisition entailed negotiating a global joint venture agreement, restructuring the global holding structure for the business, negotiating arrangements with multiple joint venture partners of the business and conducting a tender offer in India.
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Management and operation of Thi Vai International Port’s terminal business in Vietnam
Deal Value: Approx. US$11 million
Practice Area: Real Estate & Construction
• Nagashima Ohno & Tsunematsu advised Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development
• Oh-ebashi LPC & Partners acted as Japanese counsel to Kyoei Steel Ltd
• LCT Lawyers acted as Vietnamese counsel to Kyoei Steel Ltd
Japan Overseas Infrastructure Investment Corporation for Transport & Urban Development, was established in October 2014 and commenced its first project a year later. Said project – an agreement to support the management and operation of Thi Vai International Port terminal business – commenced with the decision to invest approximately JPY1.2 billion of capital and provide a debt guarantee of roughly JPY0.85 billion.
The project marks the first time a Japanese harbour company has made inroads into the Vietnamese market as a terminal operator. The implementation of an efficient harbour loading system is expected to lead to the further development of Japanese private sector companies not only in Vietnam, but across the entire ASEAN Economic Community.
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November
Alibaba’s acquisition of Youku Tudou
Deal Value: Approx. US$4.6 billion
Practice Area: Corporate/Mergers & Acquisitions
• Shearman & Sterling represented underwriters Morgan Stanley (financial advisor to Alibaba)
• Simpson Thacher & Bartlett acted as US counsel to Alibaba
• Fangda Partners acted as PRC counsel to Alibaba
• Walkers acted as Cayman Islands counsel to Alibaba
• O’Melveny & Myers represented Youku Tudou’s founding shareholder 1Verge Holdings Ltd
• Skadden, Arps, Slate, Meagher & Flom acted as US counsel to the special committee
• TransAsia acted as PRC counsel to the special committee
• Conyers Dill & Pearman acted as Cayman Islands counsel to the special committee
• Kirkland & Ellis represented underwriters JP Morgan (financial advisor to the special committee)
Last year, as was reported in our Deals of the Year 2014, in the same year that Alibaba had the world’s largest ever IPO, Youku and Tudou united to become another of Asia’s most influential companies.
Under the private ownership of Alibaba, Youku Tudou, China’s YouTube equivalent, will deliver US films and drama series to over a third of China’s population. The acquisition will also give Alibaba access to over half a billion online video users, giving it a huge boost in its bid to rule the Chinese digital media market.
It has been forecast that the PRC’s online video market will be worth RMB90 billion by 2018, up from 23.97 billion last year. The acquired has more than 500 million unique visitors per month and 170 million daily visitors. It is also, according to Barclays, China’s third most popular mobile app in terms of user time spend. Subsequent to the deal, the company hopes to position itself as a worldwide competitor.
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Concurrent IPOs of Japan Post Holdings
Deal Value: Approx. US$11.6 billion
Practice Area: Capital Markets
• Simpson Thacher & Bartlett represented the international joint lead managers
• Sullivan & Cromwell acted as US counsel to the issuer
• Mori Hamada & Matsumoto acted as Japanese counsel to the issuer
• Anderson Mori & Tomotsune acted as Japanese counsel to the international managers
Dwarfing what had been the year’s biggest IPO in Asia – October’s US$2.3 billion Hong Kong IPO of Chua Huarong Asset Management Co., Ltd – was the staggering JPY1.4 billion (US$11.6 billion) IPO of Japan Post Group. This deal unsurprisingly remained 2015’s largest IPO globally.
The company in question – JP Holdings – is made up of three entities, namely: JP Post, JP Bank and JP Insurance which, prior to the offering was wholly owned by the Japanese government. JP Post is principally engaged in offering mail and parcel delivery services; JP Bank is one of the largest financial institutions in Japan, offering financial services primarily to retail customers in Japan through a nationwide network of post offices operated or contracted by JP Post; and JP Insurance is the largest life insurance company in Japan, and offers a range of life insurance products with a focus on individual life insurance such as endowment insurance, whole life insurance and annuity products. This IPO follows Japan Post Holdings’ acquisition of Toll holdings in May: another deal of the year.
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KKR’s investment in CA Media and creation of Emerald Media
Deal Value: US$300 million
Practice Area: Capital Markets
• Simpson Thacher & Bartlett represented KKR
• Gibson, Dunn & Crutcher represented The Chernin Group
• WongPartnership acted as Singaporean counsel to KKR
• Walkers acted as Cayman Islands counsel to KKR
• AZB & Partners acted as Indian counsel to KKR
• Hadiputranto Hadinoto & Partners acted as Indonesian counsel to KKR
• O’Melveny & Myers represented the Emerald Media investment team
Due to this deal, KKR now owns a significant minority stake in CA Media, an existing Asian media portfolio of The Chernin Group, founded by US media industry veteran Peter Chernin. The deal will also result in the creation of Emerald Media – a new vehicle to fund investments capitalising on fast-growing opportunities in the media and entertainment industries across Asia.
One of the main features of this deal is a minority co-invest right by The Chernin Group in Emerald Media transactions. Emerald Media will focus primarily on providing growth capital ranging from US$15 million to US$75 million – deals that KKR’s investors would not usually be able to have involvement with as these are generally too small for Asian Fund to participate in.
The other two features are the establishment of said investment platform under which KKR will fund investments in the media and entertainment sectors throughout Asia and KKR’s investment in CA Media. The deal was done in order to expand both KKR’s know-how via new employees and its geographical footprint, as Emerald Media will have offices in Mumbai, Hong Kong and Singapore, and therefore give it influence in the eastern world.
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Joint venture between Alstom and GE
Deal Value: equity value: US$12.35 billion • enterprise value: US$11.4 billion
Practice Area: Corporate/Mergers & Acquisitions
• Shardul Amarchand Mangaldas & Co acted as India counsel to Alstom Holdings
• Hogan Lovells acted as anti-trust counsel to Alstom
• Arnold & Porter acted as anti-trust counsel to GE
• AZB & Partners acted as Indian counsel to GE
Following approval from shareholders in December 2014, almost a year later, the transaction to join Alstom and GE went through. As a result of the deal, Alstom Holdings will now solely focus on rail transport, having sold its energy activities, namely its power generation and its grid, to General Electric.
Alstom’s power generation incorporates both its renewables, which includes both off-shore wind and hydro energy, as well as Global Nuclear and French Steam, which produces and services equipment for nuclear power plants and develops sales of new nuclear equipment around the world. It also involves Alstom’s steam turbine equipment and servicing for applications in France.
Due to the size and nature of the deal, anti-trust filings had to be made in over 20 jurisdictions, spanning four continents.
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Honourable Mentions
The following deals from 2015 also deserve a special mention
New Regency 3-Picture Slate Financing
Firms involved: Deacons; Skadden, Arps, Slate, Meagher & Flom; Greenberg Traurig
Deal value: Confidential
– Investors from Hong Kong, China and Taiwan were involved in this collaboration between Asian investors and a major Hollywood content producer, a precursor to China’s Dalian Wanda’s US$3.5 billion investment in Legendary Entertainment 12 months later.
Acquisition of shares in Tiger Airways Holdings Limited
Firms involved: Allen & Gledhill; WongPartnership
Deal value: Approx. US$164 million
– This acquisition marks the first merger cleared by the Competition Commission of Singapore in which they considered and accepted the ‘falling firm defence’.
Anbang’s acquisition of Waldorf Astoria
Firms involved: Skadden, Arps, Slate, Meagher & Flom; Fried, Frank, Harris, Shriver & Jacobson; Greenberg Traurig; Simpson Thacher & Bartlett; Dentons advised Hilton
Deal value: US$1.95 billion
– Both the largest real estate acquisition to date by a Chinese company in the US and the largest-ever sale of a US hotel and the first real estate outside of China by Anbang.
Jin Jiang’s acquisition of French Groupe du Louvre Hotels
Firms involved: Davis Polk & Wardwell; Shearman & Sterling; Fangda Partners; Arendt & Medernach SA; Beau de Loménie; Stibbe N.V.; Liedekerke Wolters Waelbroeck Kirkpatrick; Jara & Partners; White & Case
Deal value: Approx. US$1.44 billion
– Not only does this mark was the biggest outbound purchase of hotels by a Chinese hospitality group ever completed in Europe, but it’s also the largest Chinese investment in France to date.
Sale of Tong Yang Life Insurance
Firms involved: Kim & Chang; Bae, Kim & Lee
Deal value: US$941 million
– This transaction represents the largest investment in a Korean financial company by a Chinese investor in history.
Semangka Hydroelectric Power Project
Firms involved: Latham & Watkins; Ali Budiardjo, Nugroho, Reksodiputro; Milbank, Tweed, Hadley & McCloy LLP; Norton Rose Fulbright
Deal value: US$191 million
– A multi-jurisdictional power project resulting in a zero emissions plant in Indonesia.
Emirates ECA- backed Sukuk
Firms involved: Maples and Calder; Norton Rose Fulbright; Hogan Lovells; Clifford Chance; Allen & Overy
Deal value: US$913 million
– The world’s first sukuk financing supported by the UKEC and the largest-ever capital markets offering in the aviation space with an Export Credit Agency guarantee.
Fonterra Co-operative Group Limited’s investment into Beingmate Baby & Child Food Co., Ltd.
Firms involved: Jingtian & Gongcheng; Minter Ellison; King & Wood Mallesons
Deal value: Approx. 528 million
– This partnership is intended to give Chinese customers access to high quality, safe and reliable dairy products.
Sinopec’s retail sale
Firm involved: King & Wood Mallesons
Deal value: US$17.424 billion
– As well as being the first mixed-ownership reform transaction involving state-owned enterprises, this is the second largest transaction by value in Asia Pacific (excl. Japan) in recent years.
Bestv New Media Co., Ltd.’s Absorption of Shanghai Oriental Pearl Group Co. Ltd
Firms involved: Llinks Law Offices; Grandall Law Firm
Deal value: Approx. US$6.36 billion
– One of the largest deals in Chinese media in recent years included aspects such as merging by absorption, purchasing assets by way of issuing shares and paying cash, and raising funds by way of issuing shares simultaneously, and had to be examined by the SASAC, the SARFT, the Ministry of Commerce of the People’s Republic of China Anti-monopoly Bureau, the CSRC and more.
Cafe Coffee Day IPO
Firms involved: Baker & McKenzie.Wong & Leow; AZB & Partners
Deal value: market capitalisation of over US$1 billion
– In an active year, the IPO of one of India’s largest coffee chains was its biggest of 2015.
PrimeCredit acquisition
Firms involved: King & Wood Mallesons; Slaughter and May; Jun He Law Offices; Wilkinson & Grist; Herbert Smith Freehills; Jones Day; Walkers
Deal value: over US$2 billion
– This deal required the establishment of a joint venture bid company comprising Chinese, US and Australian participants, involved regulatory issues in Hong Kong, the US, the PRC, the UK and Australia and is the first ever de-regulation of a Hong Kong deposit-taking company into a money lender.
The first Rule 144A/ Regulation S bond issued by an Omani corporate entity
Firms involved: Dechert; Al Busaidy, Mansoor Jamal & Co; Dentons & Co; Walkers
Deal value: US$1 billion
– Due to the deal value, this is the largest-ever international capital markets issuance out of Oman.
HTSC’s US$5 Billion Hong Kong IPO and Rule 144/A Regulation S Offering
Firms involved: Simpson Thacher & Bartlett; Clifford Chance; King & Wood Mallesons; Commerce & Finance Law Offices
Deal value: US$5 billion
– Hong Kong’s largest IPO of 2015 was a major contribution to it becoming the No.1 venue for IPOs globally for the year.
Merger between Cheung Kong and Hutchison, creating CK Hutchison Holdings and Cheung Kong Property
Firms involved: Freshfields Bruckhaus Deringer; Woo Kwan Lee & Lo; Linklaters; Maples and Calder
Deal value: US$34.9 billion
– The Hutchison and Cheung Kong restructuring is the largest scheme of arrangement to date in Hong Kong since 1997 – the year of the handover.
Hyundai Heavy Industries’ Offering of Zero Coupon Guaranteed Exchangeable Bonds
Firms involved: Simpson Thacher & Bartlett; Lee & Ko; Linklaters; Shin & Kim; Clifford Chance; Yulchon
Deal value: US$221.6 million
– As well as being the first time an Asian convertible or exchangeable bond issuer applied credit enhancement through a third-party guarantee, the transaction is also the first Asian equity-linked issuance with a stock borrow agreement from a third party.
BBC Worldwide digital content protection
Firm involved: ZICOlaw Thailand Limited
Deal value: undisclosed
– In preparation for new copyright bills passed in late 2014 by the National Legislative Assembly, which came into effect in August 2015, the BBC had to consider its options in a tight time frame.
Acquisition and Privatisation of Asia Resource Minerals plc (ARMS)
Firms involved: Ashurst; Holman Fenwick Willan; Atanaskovic Hartnell; Allen & Overy; DLA Piper
Deal value: US$ 210 million
– This is the only hostile takeover of a listed company in the UK this year that was led out of Singapore, and it was subject to intense scrutiny due to the target company’s history of regulatory mis-steps.
Bond offering by Adani Ports and Special Economic Zone Limited
Firms involved: Latham & Watkins; Cyril Amarchand Mangaldas; Linklaters; Luthra & Luthra Law Offices
Deal value: US$ 650 million
– The offering was the first debut investment grade issuance by an Indian borrower and the first-ever investment grade issuance by a domestic infrastructure company. It was also the largest-ever US$ bond offering by an infrastructure company in India.
Link Real Estate Investment Trust (REIT) acquisition of properties
Firms involved: Baker & McKenzie; Maples and Calder
Deal value: US$1.762 billion
– Link REIT’s first mixed-use property acquisition in the PRC saw it successfully bid for government land through a joint venture in Hong Kong as well as PRC land, which was the largest acquisition thus far for mainland commercial property.
Merger of Hana Bank and Korea Exchange Bank
Firms involved: Bae, Kim & Lee; Kim & Chang; Allen & Gledhill
Deal value: US$ 7.8 billion
– The completion of this three-year integration project resulted in the largest bank in Korea and is the first major merger there since 2007
ICC arbitration regarding CKD project by Automotive Gate FZCO
Firms involved: Zhong Lun Law Firm; Paramount Law Firm; Jun He Law Offices; Allen & Overy; Hui Zhong Law Firm; Herbert Smith Freehills LLP
Deal value: US$60 million
– This arbitration required input from Asia, North America, Europe, the Middle East and Africa, and therefore a divergency between all involved jurisdictions and their applicable laws had to be determined.
Universal Studios to open theme park in Beijing
Firms involved: Paul Hastings; Zhong Lun Law Firm; Davis Polk & Wardwell; Haiwen & Partners; Paul, Weiss, Rifkind, Wharton & Garrison
Deal value: US$7.8 billion
– Set to compete with Disney’s park in Shanghai, due to open later this year, Universal’s park (eventually its largest worldwide), along with others under construction, will contribute to making China the world’s foremost theme park destination.
Islamic Debt Transfer to Digicel Myanmar Tower Company – September 2015
Firms involved: DFDL; Jones Day; Clifford Chance; Polastri Wint & Partners; Appleby; Carey Olsen; Conyers Dill & Pearman
Deal value: US$60 million
– This deal was the first instance of Islamic financing in Myanmar in the form of a murabaha facility. This necessary as going straight to the borrower, the Central Bank of Myanmar, would have taken too long to permit Digicel to meet network buildout targets.
Mizuho Bank, Ltd’s issuance of THB-denominated bonds under the ASEAN+3 Multi-Currency Bond Issuance Framework
Firms involved: Nagashima Ohno & Tsunematsu; The Siam Commercial Bank Public Company Limited; Baker & McKenzie
Deal value: Approx US$85 million
– The first issuance of bonds under the ASEAN+3 Multi-Currency Bond Issuance Framework
Merger between Dianping and Meituan
Firms involved: Skadden, Arps, Slate, Meagher & Flom; Davis Polk & Wardwell; Shearman & Sterling; Han Kun Law Offices; Maples and Calder; Walkers
Deal value: US$15 billion
– In expectation of becoming the leading online to offline platform in China, these two jointly established a new company.
The government of Oman’s inaugural sukuk
Firm involved: Trowers & Hamlins
Deal value: US$650 million
– Along with being the first-ever sukuk issuance in Oman, this deal established the first Islamic bank in Oman too.
Casino development project in Hoi An South
Firm involved: Baker & McKenzie
Deal value: US$4.6 billion
– A joint venture with a Hong Kong company to bring Vietnam a contentious casino in times of political turmoil.
