Deals – April 22, 2015

Allen & Gledhill has also advised Progresif Cellular Sdn Bhd, an operator of a 3G mobile telecommunication network in Brunei, in respect of the engagement of Huawei Technologies (B) Sdn Bhd to undertake certain works as part of a network development project. Partner Tan Wee Meng led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Zuari Agro Chemicals Ltd (ZACL) and Zuari Fertilisers and Chemicals Ltd (ZFCL) in respect of their acquisition of 36.56 percent equity stake in Mangalore Chemicals and Fertilizers Ltd (MCFL). Partners Shweta Shroff Chopra and Kalpataru Tripathy led the transaction which was valued at approximately INR400 crores (US$63.7m) and closed on 27 March 2015 whilst the open offer process is still underway.

Appleby has acted as Cayman counsel for In Construction Holdings Ltd in respect of its listing on the Main Board of the HKSE on 16 April 2015, with gross proceeds of approximately HK$160 million (US$20.6m). Majority of the proceeds will be used for financing the issue of surety bonds for future projects and to acquire machinery and equipment for foundation projects over the next three years. In Construction is a registered specialist contractor principally engaged in foundation, demolition, site formation, ground investigation field work and general building projects. Hong Kong corporate partner Judy Lee led the transaction whilst CFN Lawyers in association with Broad & Bright advised as to Hong Kong law. Eversheds advises the sponsor and the underwriter as to Hong Kong law.

AZB & Partners has advised Valiant Mauritius Partners FDI Ltd in respect of its acquisition of a minority percentage of the share capital of Mahindra First Choice Wheels Ltd for approximately US$15 million. Partner Shuva Mandal led the transaction which was completed on 2 April 2015.

AZB & Partners has also advised DST Global in respect of its acquisition of 7.9 percent of the share capital of ANI Technologies Private Ltd for approximately US$185 million. Partner Darshika Kothari led the transaction which was completed on 31 March 2015.

Colin Ng & Partners has acted as lead counsel in respect of the launch of Ashiana Fund Ltd (AFL), a long/short equity securities focused hedge fund that seeks to look for opportunities in the Asean region. AFL has been notified as a Restricted Foreign Scheme to the Monetary Authority of Singapore and is offered to high net worth individuals and corporations. Partner Bill Jamieson led the transaction whilst Walkers acted as Cayman Islands counsel.

Eversheds has advised Oriental Patron Asia Ltd as the sole sponsor and Oriental Patron Securities Ltd as the sole book runner and sole lead manager in respect of the HK$132 million (US$17m) IPO of In Construction Holdings Ltd. In Construction Holdings is a contractor in the foundation industry in Hong Kong. It engages in foundation and associated works in the private sector construction projects, with an emphasis on design and build projects. The company raised HK$132 million (US$17m) by offering 200 million shares, of which 100 million new shares were offered in the public offer. In addition, 60 million new shares and 40 million sale shares were offered in the placing. This represented 25 percent of the company’s total issued share capital immediately after the completion of the IPO at HK$0.66 (US$0.085) each. The public offer has been over-subscribed by approximately 447 times. The share price closed on 16 April 2015 at HK$1.19 (US$0.15) per share, approximately 80.3 percent higher than the offer price. Partner Norman Hui led the transaction.

Harneys is advising the Ad Hoc bondholder group and Ropes & Gray in respect of the proposed US$2.78 billion restructuring of Cayman Islands incorporated LDK Solar Co Ltd, a leading producer of solar wafers and manufacturer of photovoltaic products. Due to the deterioration in the group’s financial performance caused by adverse market conditions and resultant operational difficulties, the company appointed provisional liquidators to implement a restructuring by way of a scheme of arrangement pursuant to section 86 of the Cayman Islands companies Law (2013 Revision). The matter is of particular interest, given the global nature of the business and the diverging interests of its bondholder creditors, preferred investors and other creditors. Partner Ian Mann is leading the transaction.

Harneys also acted as BVI counsel to the lenders in respect of a HK$5 billion (US$645m) term loan facility and a HK$1.2 billion (US$154.8m) term loan facility to Hui Xian Investment Ltd, a special purpose vehicle wholly-owned by Hui Xian Real Estate Investment Trust. The facility is used to finance the corporate funding requirements of the group. Hui Xian REIT is the first RMB-denominated REIT listed in Hong Kong. Its assets include the land use right and building ownership rights of Beijing Oriental Plaza and Sofitel Shenyang Lido (formerly Sheraton Shenyang Lido Hotel). Partner Jonathan Culshaw led the transaction which was completed on January 2015.

J Sagar Associates has advised Info Edge (India) Ltd in respect of its follow-on investment of INR155 crores (US$24.7m) in Zomato Media Private Ltd which owns and operates the restaurant search mobile application and website. In this latest round of funding, Zomato has raised US$50 million from its existing investors, including Info Edge, which has invested through one of its wholly-owned subsidiary. This follows an investment of INR185 crores (US$29.5m) in Zomato by Info Edge through its wholly-owned subsidiary in January 2015 on which the firm also advised Info Edge. Following this latest round of funding, the aggregate amount of investment by Info Edge in Zomato will be around INR484 crores (US$77.1m). Info Edge, along with its wholly-owned subsidiary, currently holds 50.1 percent in Zomato on a fully converted and diluted basis. Partners Rohitashwa Prasad and Lalit Kumar led the transaction. Zomato and its promoters were advised by Themis Law Associates.

Khaitan & Co has advised Jasper Infotech Private Ltd in respect of the 100 percent acquisition of FreeCharge.com from the shareholders of FreeCharge.com. Jasper Infotech, doing business as Snapdeal, is one of India’s leading ecommerce companies. This is the largest transaction in terms of deal value in the e-commerce space. Partner Abhilekh Verma and associate partner Vinay Joy led the transaction.

Khaitan & Co has also advised Inox Wind Ltd in respect of its US$164 million IPO. Inox Wind is a fully integrated player in the wind energy market with state-of-the-art manufacturing plants near Ahmedabad (Gujarat) for blades and tubular towers and at Una (Himachal Pradesh) for hubs and nacelles. The offering received a very healthy response from the investors and was oversubscribed over 13.81 times, with the QIB and non-institutional investors both oversubscribed over 36 times. Executive Director Sudhir Bassi led the transaction which is the biggest IPO in India since Bharti Infratel Ltd’s December 2012 share sale.

Kirkland & Ellis is advising Ganji.com, a leading professional online classifieds provider in China, and certain of its shareholders in respect of a transaction between its shareholders and NYSE-listed 58.com Inc pursuant to which 58.com has agreed to acquire an approximately 43.2 percent fully diluted equity stake in Ganji for a combination of share consideration and cash as part of an intended long-term, strategic combination transaction. Corporate partners David Zhang, Jesse Sheley and Cheryl Yuan are leading the transaction.

Latham & Watkins has represented Pharmaceutical Product Development (PPD) in respect of its joint venture with Shin Nippon Biomedical Laboratories (SNBL) to form PPD-SNBL. PPD owns 51 percent whilst SNBL owns 49 percent of PPD-SNBL shares. The combination of PPD and SNBL brings together PPD’s global clinical trial expertise and SNBL’s clinical development services expertise in Japan. PPD-SNBL will have offices in Tokyo, Osaka and Kagoshima with approximately 400 clinical development professionals and provide a full range of clinical development services in Japan, including Phase I-IV clinical trial monitoring, project management, site intelligence and activation, biostatistics, data management, medical writing, pharmacovigilance, regulatory and FSP services. Partner Michael Yoshii led the transaction. TMI Associates advised Shin Nippon Biomedical Laboratories.

Luthra and Luthra Law Offices has advised the Ascendas group in respect of the 100 percent stake acquisition by Cyber Pearl IT Park Private Ltd, a wholly-owned subsidiary of Ascendas India Trust, in Ascendas IT SEZ (Chennai) Private Ltd (CyberVale). The stake was acquired from Ascendas Land International Pte Ltd for approximately INR1.6 billion (US$25.5m). Partners Samir Dudhoria and Damini Bhalla led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Wowo Ltd in respect of its IPO and listing of 4 million American depositary shares (ADS) on the NASDAQ Global Market, which raised US$40 million. Each ADS share represented 18 ordinary shares of the company and were priced at US$10.29. Wowo is reportedly the first Chinese company to be listed on a US exchange this year. Founded in 2010, Wowo is one of China’s leading third-party e-commerce platforms, focusing on local entertainment and lifestyle services such as restaurants, movie theatres and beauty salons. Partner Jenny Nip led the transaction whilst Jones Day and B&D Law Firm acted as US and PRC counsel, respectively. DLA Piper acted as US counsel to the sole book-runner, Axiom Capital Management Inc.

Paul Hastings has advised Shenyin Wanguo Capital (HK) Ltd as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager in respect of the global offering and IPO of Niraku GC Holdings Inc, a Japanese pachinko hall operator, on the Main Board of the HKSE. The listing marks the second Japanese company ever to obtain a primary listing in Hong Kong. Partner and chair of the Hong Kong office Sammy Li led the transaction.

Skadden is advising 58.com Inc, China’s leading online marketplace serving local merchants and consumers, in respect of a definitive agreement to acquire a strategic stake in Falcon View Technology Ltd, the holding company of the PRC entities operating Ganji.com, a major online local services marketplace platform in China. 58.com also entered into an agreement with Tencent Holdings Ltd, a leading provider of internet services in China, for an approximately US$400 million additional investment by Tencent in 58.com. 58.com will acquire an approximately 43.2 percent fully diluted equity stake in Ganji for a combination of share consideration and cash, including approximately 34 million newly issued ordinary shares of 58.com and US$412.2 million in cash, totaling approximately US$1.56 billion, based on the closing trading price of 58.com’s stock on NYSE on 16 April 2015. Julie Gao, Will Cai, Haiping Li, Rory McAlpine (Hong Kong) and Michael Gisser (Los Angeles) are leading the transaction.

Shook Lin & Bok is acting for SGX-ST listed Hotel Properties Ltd (HPL) in respect of its consortium venture with Hubbard Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Pte) Ltd; SNL Ltd, an indirect wholly-owned subsidiary of Bursa-listed Amcorp Properties Bhd; and Clan Bankside Quarter (Jersey) Ltd. The consortium acquired two London properties from The Carlyle Group, a private equity firm, for £308 million (US$460m). Partner Andrea Chee is leading the transaction.

Walkers has acted as British Virgin Islands counsel to the issuers and the guarantors in respect of the establishment of US$3 billion medium term note program under which China Cinda Finance (2015) I Ltd will issue notes which will be guaranteed by China Cinda (HK) Holdings Company Ltd and supported by a keepwell deed and deed of equity purchase undertaking from China Cinda Asset Management Co Ltd and China Cinda Finance (2015) II Ltd will issue notes which will be guaranteed by China Cinda Asset Management, the first mainland bad debt manager to be listed on the HKSE. BOCI Asia, Merrill Lynch International, Credit Suisse, Cinda International Capital, CCB International Capital and CITIC Securities International have been appointed as arrangers. Partner Kristen Kwok led the transaction.

WongPartnership has acted for the lender in respect of the grant of term loan facilities of up to S$1.26 billion (US$935m) to CITIC Environment (International) Company Ltd, a consortium formed between CITIC Ltd and Kohlberg Kravis Roberts & Co LP, to finance, inter alia, the general offer for the acquisition of all the shares in United Envirotech Ltd, an SGX-listed leading membrane-based water and waste-water treatment and reclamation solution provider. Partners Alvin Chia and Tan Beng Lee led the transaction.

WongPartnership is also advising Singapore Technologies Telemedia, a global strategic investor on communications, media and technology businesses, in respect of the preparation of the conditions of contract and consultancy services agreement for the proposed construction of a world class data centre in Singapore. Partner Ian De Vaz is leading the transaction.