Deals – 26 November 2014

AZB & Partners is advising ING Groep NV, ING Vysya Bank Ltd, ING Bank NV and ING Mauritius Investments I in respect of the merger of ING Vysya Bank into Kotak Mahindra Bank Ltd, under which the shareholders of ING Vysya Bank will acquire approximately 15.2 percent of the shares of Kotak Mahindra Bank. Partner Ashwin Ramanathan is leading the transaction which is valued at approximately US$2.4 billion and is yet to be completed.

AZB & Partners is advising BSE Ltd and United Stock Exchange of India Ltd (USEI) in respect of the merger of BSE and USEI. Partners Essaji Vahanvati and Nandish Vyas are leading the transaction which was signed on 14 May 2014 and is yet to be completed.

Clifford Chance has advised an investor consortium in respect of its arrangement of and subscription for US$25 million convertible notes and 8.75 million options issued by REVA Medical Inc. Headquartered in San Diego and Sydney, REVA Medical is developing a bioresorbable coronary scaffold for cardiovascular disease. The device provides a temporary support and drug supply for an artery after surgery and is naturally absorbed by the body over a period of years. Perth partner Paul Vinci led the transaction, supported by Singapore partner Johannes Juette on the US securities aspects.

Clifford Chance has also advised CLSA India Private Ltd, Citigroup Global Markets India Private Ltd, Credit Suisse Securities (India) Private Ltd, ICICI Securities Ltd, Kotak Mahindra Capital Company Ltd and IDFC Securities Ltd as joint book-running lead managers in respect of CESC Ltd’s approximately US$80 million Rule 44A/Regulation S qualified institutions placement of approximately 7.62 million equity shares. CESC operates a diverse portfolio of business lines spanning the power generation, transmission and distribution, business process management, retail and property development segments. The company’s equity shares are publicly listed on the National Stock Exchange of India, the Calcutta Stock Exchange and the BSE. Singapore partner Rahul Guptan led the transaction whilst Luthra & Luthra Law Offices and Khaitan & Co provided Indian legal advice to the joint bookrunning lead managers and CESC, respectively.

Colin Ng & Partners has advised the SSG Group in respect of its expansion into Singapore and obtaining the Capital Markets Services Licence (in the Accredited / Institutional Investors Fund Management Company category) from the Monetary Authority of Singapore. The SSG Group is a fund management house with a focus on special situations investments across Asia-Pacific, excluding Japan. Partner Bill Jamieson led the transaction.

Deacons is representing Shenyin Wanguo Capital (HK), as the sole sponsor, and the underwriters in respect of the global offering and Main Board listing of EGL Holdings Company. Founded in 1987, EGL is a leading travel company in Hong Kong with a 9.3 percent market share. It was also ranked third for outbound travel in 2013. EGL is principally engaged in the design, development and sale of package tours and FIT (free and independent travellers) products under its well-established and award-winning “EGL Tours” brand that covers 250 cities in over 60 countries. EGL issued its prospectus on 18 November 2014 and is seeking to raise up to HK$185 million (US$23.85m), subject to the exercise of over-allotment option, from the offering. EGL is expecting to list on the Main Board of the HKSE on 28 November 2014. Ronny Chow is leading the transaction.

Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR1.75 billion (US$28.28m) financial assistance to Bajaj Energy Private Ltd as equity investment in the 1980 MW thermal power project being implemented by Lalitpur Power Gas Company Ltd. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised the consortium of lenders led by PTC India Financial Services Ltd in respect of the INR3 billion (US$48.5m) financial assistance to Waaneep Solar Private Ltd for its 50 MW (AC) solar power project based on poly crystalline PV (Photo–Voltaic) cell technology in the state of Madhya Pradesh. The total project cost is INR4 billion (US$64.65m). Associate partner Girish Rawat also led the transaction.

Drew & Napier has acted for CapitaLand Ltd in respect of its joint venture with a subsidiary of Credo Group (CG) to develop an integrated development in Central Jakarta, Indonesia. CapitaLand and CG will each hold a 50 percent stake in the JV. The integrated development, CapitaLand’s first in Indonesia, will comprise a Grade A office tower, mid- to high-end residential units, serviced residences and supporting retail space spanning a total gross floor area of more than 40,000 square metres. Estimated to be completed in 2018, construction for the development is expected to commence in 2015. The total development cost is approximately S$220 million (US$168.8m). The JV company will acquire from CG a one-hectare site located within the central business district of Jakarta. The site, close to embassies, renowned civic buildings, offices, affluent residential neighbourhoods and the National Monument, also has good connectivity to major roads within the central business district and other areas of Jakarta. Directors Julian Kwek and Aaron Kok led the transaction.

Gibson, Dunn & Crutcher has represented Alsons Consolidated Resources Inc (ACR), the publicly-listed company of the Philippines’ Alcantara Group, in respect of securing US$73.5 million long term loan with a consortium of Philippine and foreign banks arranged by UBS AG (Singapore). The Alcantara Group, through its other subsidiaries aside from ACR, is also engaged in aquaculture and agribusiness, property development and services. It has been an active player in the economic development of Mindanao and the rest of the Philippines for over 50 years. Hong Kong partner Patricia Tan Openshaw led the transaction whilst Castillo Laman Tan Pantaleon San Jose acted as Philippine domestic counsel. UBS (Singapore) and lenders were represented by White & Case whilst Romulo Mabanta Buenaventura Sayoc & delos Angeles acted as local counsel.

Hogan Lovells has advised the Republic of Ecuador in respect of the negotiation of a US$509 million facility agreement that was executed by the Export-Import Bank of China (Chexim) and the Ministry of Finance of Ecuador. Under the agreement, Chexim granted a loan to be used for the construction of the 500Kv transmission lines, which are strategically required to connect the three mega hydroelectric projects currently being built in Ecuador by Chinese construction companies. The firm also advised on the engineering, procurement and construction contracts that have a value of approximately US$600 million. Harbin Electric International Company Ltd, a major Chinese construction and power equipment company, is the contractor for the project. Miami partner Miguel Zaldivar led transaction.

J Sagar Associates has advised Raman FibreScience Private Ltd (RFPL) and its promoters in respect of the sale of its 100 percent equity shares to Hollingsworth & Vose Company USA (H&V). H&V acquired 80 percent equity in RFPL in the first tranche and will acquire the balance 20 percent equity in the second tranche in 2017. The investment has been made through H&V’s wholly-owned subsidiary in Switzerland. Partner Murali Ananthasivan led the transaction. DSK Legal represented H&V.

Khaitan & Co has advised ICICI Bank Ltd New York Branch in respect of a corporate guarantee provided by JSW Steel Ltd to secure a stand by letter of credit facility of US$40 million availed by JSW Steel Holdings (USA) Ltd from ICICI Bank Ltd New York Branch to guarantee the surety bonds provided by certain banks and financial institutions to the court, in relation to an anti-trust lawsuit against JSW Steel (USA) Inc. Associate partner Kumar Saurabh Singh led the transaction.

Khaitan & Co has also advised BMM Cements Ltd and its promoters in respect of the 100 percent acquisition of BMM Cements by Sagar Cements Ltd for US$90 million. BMM Cements manufactures and markets Ordinary Portland Cement, Portland Blast Furnace Slag Cement and Portland Pozzalana Cement at its factory in Gudipadu, Anantapur District, Andhra Pradesh. Partner Ganesh Prasad led the transaction.

Luthra and Luthra has advised the promoters of Akuate Internet Services Private Ltd in respect of their sale of a majority stake to Times Internet Ltd, the digital arm of the Bennett Coleman group. Akuate owns and operates the popular cricket website www.cricbuzz.com and the mobile application ‘Cricbuzz’ which has one of the largest user bases within the sports/cricket mobile application market. Cricbuzz and GoCricket, launched by Times Internet earlier this year, will be merged to create the largest cricket news destination, reaching over 50 million monthly users on digital platforms. Partner Vikrant Kumar led the transaction, supported by partners Lokesh Shah and Gayatri Roy and partner designate Vasudev Dibbur. Samvad Partners advised Times Internet whilst BMR advised on taxation issues.

Luthra & Luthra Law Offices has also advised New Call Telecom UK in respect of the Indian leg of its global acquisition of stake in Nimbuzz. Headquartered in India, Nimbuzz has business interest in areas of instant messaging, voice over internet call and mobile ad services whilst New Call Telecom is the sixth-largest internet service provider in the UK. The deal will enable New Call Telecom to operate one of the largest mobile advertising platforms in South Asia, Middle-East and North Africa regions. Partners Sundeep Dudeja, Vaibhav Kakkar and Suyash Srivastava led the transaction.

Maples and Calder has acted as Cayman Islands counsel to eHi Car Services Ltd in respect of its IPO of 10 million American depositary shares, each representing two Class A ordinary shares of the company. The ADSs were priced at US$12 each and the offering raised approximately US$120 million. The ADSs were listed on the NYSE. eHi Car is a leading Shanghai-based car rental business which is reportedly the number one car services provider and number two car rentals provider in China in terms of market share by revenues in 2013. JP Morgan and Goldman Sachs acted as joint underwriters for the IPO. Partner Greg Knowles led the transaction which closed on 21 November 2014 whilst O’Melveny & Myers acted as US counsel. Shearman & Sterling advised the underwriters.

Maples and Calder has also acted as Cayman Islands counsel to Alibaba Group Holding Ltd, the online and mobile commerce company, in respect of its offering of unsecured notes with an aggregate principal amount of US$8 billion, the proceeds of which will be used by Alibaba primarily to refinance its existing credit facilities. Morgan Stanley & Co International plc, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch and JP Morgan Securities LLC acted as representatives of some initial purchasers. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel. Sullivan & Cromwell acted as US counsel to the initial purchasers.

Norton Rose Fulbright has advised ANTA Sports Products Ltd and its controlling shareholders in respect of its HK$1.1billion (US$141.8m) share placing involving 70 million shares in ANTA Sports, a leading professional sportswear company in China. Established in 1994 and listed on the HKSE in 2007, ANTA Sports is involved in designing, manufacturing and retailing sportswear across China. The controlling shareholders in the share placing are Anta International Group Holdings Ltd, Anda Holdings International Ltd and Anda Investments Capital Ltd. Morgan Stanley was appointed as the sole placing agent. The placing was closed on 20 October 2014. Hong Kong corporate partner Winnie Chan led the transaction.

Shearman & Sterling has advised The Asian Development Bank (ADB) in respect of its US$300 million assistance to Sound Global Ltd to improve rural wastewater management using innovative technologies across the People’s Republic of China. Using the new technology, the project aims to treat 240,000 tons of wastewater per day in 100 townships by 2017. Established in 1966, Manila-based ADB is owned by 67 members, 48 of which are from the region. In 2013, ADB assistance totaled US$21 billion, including co-financing of US$6.6 billion. Sound Global is a one-stop integrated water and wastewater treatment solutions provider in the PRC. Beijing/Shanghai project development and finance partner Xiaogang (Sean) Wang led the transaction.

Shook Lin & Bok is acting for SGX-listed United Envirotech Ltd (UEL), a leading membrane-based water and waste-water treatment and reclamation solution provider, in respect of the S$1.9 billion (US$1.46b) pre-conditional voluntary offer by CKM (Cayman) Company Ltd to acquire all the shares in UEL and the proposed placement by UEL of new UEL shares in favour of CKM. CKM is jointly owned by CITIC Environment (International) Company Ltd and KKR China Water Investment Holdings Ltd. Partners David Chong and Ho Ying Ming are leading the transaction.

Shook Lin & Bok is also acting for China Star Food Holdings Pte Ltd in respect of a reverse takeover involving the proposed acquisition by SGX-listed Brooke Asia Ltd (BAL) of the entire issued and paid-up share capital of China Star from the vendors for an aggregate purchase consideration of S$168 million (US$128.9m), which is to be satisfied fully through the issuance and allotment of 840 million shares by BAL to the vendors at an issue price of S$0.20 (US$0.1534) per share. Partners Wong Gang and Tan Wei Shyan are leading the transaction.

Stamford Law is advising Rothschild Global Financial Advisory in respect of the pre-conditional voluntary offer by CITIC Ltd and Kohlberg Kravis Roberts & Co LP (KKR) to acquire United Envirotech Ltd (UEL). Rothschild is the financial adviser to the offeror, a consortium vehicle jointly owned by CITIC and KKR. The S$1.2 billion (US$920.8m) offer, when made, values UEL at approximately S$1.9 billion (US$1.46b). KKR is a leading global investment firm that manages investments across multiple assets classes whilst CITIC group is the PRC’s largest state-owned conglomerate. SGX-ST Mainboard-listed UEL is a leading membrane-based water and waste-water treatment and reclamation solution provider with businesses mainly in the PRC’s chemical, petrochemical and industrial park sectors. Director Lean Min-tze and associate director Goh Huilin are leading the transaction.

Sullivan & Cromwell has represented ASX-listed Orica Ltd (Australia) in respect of the sale of its chemical business to funds advised by Blackstone (US), one of the world’s leading investment firms, for A$750 million (US$640.3m). The sale includes the chemicals trading businesses in Australia, New Zealand and Latin America and the Australian Chloralkali manufacturing business. It also includes Bronson & Jacobs which is a supplier to the food and nutrition and health and personal care industries in Australia, New Zealand and Asia. As part of the transaction, Orica will retain responsibility for legacy environmental remediation obligations of the chemicals business. The transaction, which is subject to Australian Foreign Investment Review Board and New Zealand Overseas Investment Office approval and other customary conditions, including Material Adverse Change provisions, is expected to close in the first quarter of 2015. Melbourne partner Robert Chu led the transaction which was announced on 19 November 2014.

Vaish Associates has advised Jaiprakash Power Ventures Ltd (JPVL) in respect of the hiving-off of BASPA Hydro Electric Project Stage-II (300 MW) and Karcham Wangtoo Hydro Electric Project (1,091 MW), on a going concern basis, to one wholly-owned subsidiary of JPVL, i.e. Himachal Baspa Power Company Ltd, through a Scheme of Arrangement pursuant to Sections 391-394 of the Companies Act 1956 and, thereafter, purchase of shares and non-convertible debentures of the said subsidiary by JSW Energy Ltd. Partner Bomi Daruwala led the transaction which was valued at INR9,700 crores (US$1.6b) and was executed on 16 November 2014. Amarchand & Mangaldas & Suresh A Shroff & Co, led by partners L Vishwanathan, Tushar Mavani and Ramanuj Kumar, advised the opposite side.

Watson, Farley & Williams Asia Practice has advised Brunei Gas Carriers Sdn Bhd (BGC) in respect of the delivery of the liquid natural gas (LNG) carrier M/V Amani. The Amani was delivered to BGC on 13 November 2014 and will be employed under a long-term charter to Brunei LNG Sdn Bhd. The Amani, which was constructed by Hyundai Heavy Industries Co Ltd, is a 154,800 cm3 membrane-type LNG carrier. It is the fourth “A” class LNG carrier vessel to be added to BGC’s fleet. The firm also acted for BGC on the delivery of the first three A class LNG carriers and advised BGC on the financing of the Amani, which was arranged through a long-term Islamic financing centered around an Istisna-Ijara structure. The US$170 million facility was provided by a syndicate of financiers consisting of Bank Islam Brunei Darussalam Berhad, Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad, HSBC and Sumitomo Mitsui Banking Corp Europe Ltd. Partner Simon Petch led the transaction.

Weerawong, Chinnavat and Peangpanor has advised Scan Inter in respect of its disposition of 100 percent of its shares in Scan Inter Far East Energy, which operates a 2.5MW solar power plant in Lopburi Province, to Inter Far East Engineering for the sum of β231 million (US$7m). Partner Kudun Sukhumananda led the transaction.

WongPartnership is acting for Keppel Infrastructure Trust (KIT) in respect of (a) the combination of KIT and CitySpring Infrastructure Trust (CIT), at their respective market capitalisations of S$658 million (US$505m) and S$753 million (US$577.8m), by way of CIT acquiring all the business undertakings and assets of KIT in exchange for approximately 1.33 billion new units of CIT and (b) KIT’s acquisition of a 51 percent stake in Keppel Merlimau Cogen Pte Ltd, which owns Keppel Merlimau Cogen Plant, a 1,300 MW combined cycle gas turbine generation facility on Jurong Island, for approximately S$510 million (US$391.3m) from Keppel Energy Pte Ltd. Joint managing partner Ng Wai King, partners Low Kah Keong, Lam Chung Nian, Angela Lim, Ethel Yeo, Karen Yeoh and Quak Fi Ling led the transaction.

WongPartnership is also acting for Tiger Airways Holdings Ltd on the Singapore law aspects in respect of the sale of its entire 40 percent shareholding interest in its Australian subsidiary, Tiger Airways Australia Pty Ltd, to VAH Newco No. 1 Pty Ltd, a wholly-owned subsidiary of Virgin Australia Holdings Ltd. Partners Mark Choy, Lam Chung Nian and Tan Sue-Lynn led the transaction.