Allen & Gledhill has advised MCL Land on the joint venture with Yanlord Land Group and the joint venture entity held by MCL and Yanlord on the S$906.9 million (US$685m) winning bid, by way of collective sale for Tulip Garden, Singapore. Partners Ernest Teo, Tan Boon Wah and Lyn Wee led the transaction.
Allen & Gledhill has also advised OUE on the concurrent issue of S$154.7 million (US$117m) 1.5 percent convertible bonds due 2023 and S$150 million (US$113.3m) 3 percent exchangeable bonds due 2023. The convertible bonds are convertible into OUE ordinary shares, while the exchangeable bonds are exchangeable into OUE Hospitality Trust stapled securities. This is the first concurrent equity-linked issuance by a Singapore company, Asia’s first concurrent equity-linked issuance in 11 years, the first issue of exchangeable bonds by a Singapore company since 2011, and the first issue of exchangeable bonds by a Singapore-listed company. Moreover, this is the first issue of convertible bonds by a Singapore-listed company where the terms and conditions allow the issuer the flexibility to satisfy its obligation to deliver conversion shares either through the issue of new shares and/or the delivery of treasury shares. Partners Tan Tze Gay, Bernie Lee, Wu Zhaoqi and Sunit Chhabra led the transaction.
Ashurst is advising Vedanta Resources on the acquisition, by its India-listed subsidiary Vedanta, of approximately 90 percent of the paid-up share capital of Electrosteel Steels. The acquisition is being implemented pursuant to a resolution plan approved by the Indian National Company Law Tribunal, in accordance with India’s Insolvency and Bankruptcy Code 2016. Pursuant to the resolution plan, a wholly-owned subsidiary of Vedanta will subscribe for shares of India-listed Electrosteel for Rs18.05 billion (US$271.7m) and provide additional funds of Rs35.15 billion (US$529m) by way of debt. The funds received by Electrosteel as debt and equity will be used to fully settle the debts owed to the existing financial creditors of Electrosteel, by payment of Rs53.2 billion (US$800.7m). Electrosteel manufactures pig iron, billets, thermo mechanically treated bars, wire rods and ductile iron pipes, and owns and operates a greenfield integrated steel manufacturing facility near Bokaro, Jharkhand, India. India and New York-listed Vedanta is one of the world’s largest diversified natural resources companies. Corporate partner Tom Mercer is leading the transaction.
AZB & Partners is advising Reliance Industries on its acquisition of approximately 3.4 million equity shares, representing approximately 72.7 percent equity, of Indiavidual Learning. Partners Ashwath Rau, Anu Tiwari and Nilanjana Singh are leading the transaction, which was valued at Rs11.8 billion (US$177.6m) and is yet to be completed.
AZB & Partners as also advised the Canada Pension Plan Investment Board on its acquisition of additional equity shares issued by Renew Power Ventures, thereby increasing its aggregate shareholding in ReNew to more than ten percent. Partners Ashwin Ramanathan and Roxanne Anderson led the transaction, which was valued at Rs16 billion (US$241m) and was completed on March 23, 2018.
Colin Ng & Partners has advised Singapore-listed banking software solutions provider Silverlake Axis on its acquisition of three Malaysian-incorporated Silverlake private entities. The acquisition is part of its efforts to position itself as a fintech innovation accelerator and to enhance its current standing as the region’s leading and most successful core-banking solution provider. The three companies, namely Silverlake Digital Economy, Silverlake Digitale and Silverlake One Paradigm, are each 70 percent owned by the group’s executive chairman and controlling shareholder, Goh Peng Ooi. The consideration for the acquisition comprises a fixed base consideration, totaling M$154.9 million (US$39.6m), to be satisfied via the issue of new shares at S$0.71 (US$0.536) each, being a premium to the current market price, together with a variable performance-based earn-out consideration, wherein the aggregate consideration shall be capped at 25 percent of Silverlake’s market capitalisation, based on the agreed issue price, or slightly over M$1 billion (US$755.8m). Partner Stephen Soh led the transaction, which was completed on April 18, 2018.
Cyril Amarchand Mangaldas has acted as India counsel to Procter & Gamble on the approximately US$4.2 billion acquisition of the consumer health business of Merck. The transaction involves the acquisition of India-listed Merck, through Procter & Gamble Overseas India. Procter & Gamble Overseas India’s acquisition of 51.8 percent of Merck’s issued and paid-up share capital has triggered an open offer to be made to Merck public shareholders, under the SEBI rules. Mumbai managing partner Cyril Shroff and corporate partners Anchal Dhir and Ravi Kumar, supported by partners Bharat Budholia (competition law-Mumbai, SR Patnaik (tax-New Delhi), Ashwin Sapra (life sciences-New Delhi), Sandeep Dave (real estate-Mumbai) and Ranjan Negi (intellectual property-New Delhi), led the transaction. Jones Day also advised Procter & Gamble on the transaction. Freshfields Bruckhaus Deringer advised Merck.
Hadiputranto, Hadinoto & Partners ), member firm of Baker McKenzie in Indonesia, has advised BNP Paribas (BNPP) and ADM Capital on the structuring, formation and successful closing of the US$95 million sustainability bond, which will help finance a sustainable natural rubber plantation on heavily degraded land in two provinces in Indonesia. This transaction is the first corporate sustainability bond in Asia and the first sustainability bond in Asean. The multi-tranche sustainability bond arranged by BNPP is issued by TLFF I, with the proceeds being on-lent to Royal Lestari Utama (RLU) and its subsidiaries, an Indonesian joint venture between France’s Michelin and PT Satria Cemerlang (an associated company of Indonesia’s Barito Pacific Group), for the climate-smart, wildlife-friendly, socially inclusive production of natural rubber in Jambi and East Kalimantan provinces. The loan to RLU will be managed by ADM Capital and is partially guaranteed by the US Agency for International Development. The project also involves a collaboration with the World Wildlife Fund, which has worked with Michelin and RLU to set aside remaining high carbon stock (HCS) and high carbon value (HCV) forest in the RLU concessions, as well as critical wildlife conservation and riparian areas. Norman Bissett led the transaction, while Linklaters Hong Kong and Linklaters Singapore acted as international counsel. Royal Lestari Utama was represented by Assegaf Hamzah & Partners.
J Sagar Associates has advised Key Safety Systems (KSS)on the India leg of its global acquisition of substantially all of the assets of Japan-based Takata, a leading global supplier of vehicle safety systems, arising out of cross-border bankruptcies in the US and Japan. Takata’s liabilities associated with the recall of phase-stabilised ammonium nitrate (PSAN) airbag inflators and other liabilities were not acquired by KSS. Headquartered in Michigan, USA, KSS is a global leader in mobility safety. The combined company will be rebranded Joyson Safety Systems. The approximately US$1.6 billion transaction was funded using a combination of equity and debt. Partners Upendra Nath Sharma and Pallavi Puri, supported by partners Amar Gupta, Divyam Agarwal, Vaibhav Chouske, Divyanshu Pandey and Arpita Garg led the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as international counsel.
Khaitan & Co has acted as Indian counsel to Tenneco on the legal due diligence in India on its acquisition of Federal-Mogul group. Tenneco is a US$9.3 billion global manufacturing company, with headquarters in Lake Forest, Illinois and approximately 32,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of ride performance and clean air products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Partner Rabindra Jhunjhunwala, assisted by partner Anshul Prakash and associate partner Yigal Gabriel, led the transaction.
Khaitan & Co has also advised the promoters and Kimplas Piping Systems on the sale of 100 percent shares of Kimplas by its promoters to Norma Group Asia Pacific Holding, a Norma Group company. Kimplas has been developing and manufacturing injection-molded parts, among other products, since 1996. Its product portfolio includes compression fittings and electrofusion parts, such as tapping tees and saddles for gas and water pipes. Partner Nikhilesh Panchal led the transaction. AZB & Partners, led by partner Srinath Dasari, is advising the NORMA Group.
King & Wood Mallesons has acted as Hong Kong counsel to the sole sponsor and the underwriters on the IPO, by way of share offer, of Zhicheng Technology Group in Hong Kong. Listed on April 20, 2018, the IPO comprised a total of 100 million shares issued and sold at HK$0.65 (US$0.083) per share, raising approximately HK$65 million (US$8.3m) in gross proceeds. Zhicheng Technology is a smart manufacturing solutions provider, with a focus on precision 3D testing solutions and precision machining solutions in China. Corporate and securities partner Anthony Wan led the transaction.
King & Wood Mallesons has also acted as Hong Kong counsel to Cinda International Capital as the sole sponsor and the underwriters on the IPO, by way of share offer, of Bao Shen Holdings in Hong Kong. Listed on April 23, 2018, the IPO comprised a share offer of a total of 105 million shares, priced at HK$0.48 (US$0.06) each, raising gross proceeds of approximately HK$50.4 million (US$6.4m). Bao Shen is a plastic and steel component processor for white goods, which includes the manufacturing of stamping components and the processing of spray-painting and powder-coating peripheral components. Corporate and securities partner Anthony Wan also led the transaction.
Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Alibaba Group Holding, a Cayman Islands company listed in New York, on its US$405 million investment into SenseTime Group. As China’s leading cutting-edge artificial intelligence company, SenseTime focuses on innovative computer vision and deep learning technologies. Partners Greg Knowles and Richard Spooner led the Maples team, while Ropes & Gray acted as Hong Kong counsel.
Rajah & Tann Singapore has acted for Asian Healthcare Specialists, an orthopaedic healthcare specialist, on its IPO in Singapore. Partners Evelyn Wee and Hoon Chi Tern led the transaction.
Rajah & Tann Singapore has also advised Indigo Star Holdings, a Singapore-based subcontractor providing reinforced concrete works, on its IPO in Hong Kong. Partner Howard Cheam led the transaction.
Shook Lin & Bok is acting for Aspial on the proposed exchange offer of S$100 million (US$75.6m) 5.5 percent notes due 2018 for new notes due 2021 issued by Aspial Treasury, which will bear interest of 5.9 percent per annum, payable semi-annually, under the S$700 million (US$529m) multicurrency debt issuance programme of Aspial and Aspial Treasury. Partner Marilyn See led the transaction, which is the first exchange offer launched in the Singapore DCM market for 2018.
Sullivan & Cromwell (Hong Kong) is representing Nanjing Suning.Com Supermarket (China), part of Suning.Com (China), on its agreement with DIA (Spain) to purchase 100 percent of the shares of Shanghai Dia Retail (China) and DIA (Shanghai) Management Consulting Services (China). Hong Kong corporate partner Kay Ian Ng is leading the transaction, which was announced on April 3, 2018.
ZICO Law has advised Malaysia-listed Serba Dinamik Holdings (SDH) on the S$57.67 million (US$43.6m) acquisition and related financing, through its wholly-owned subsidiary Serba Dinamik International, of approximately 128.2 million shares, representing a stake of 24.84 percent in Singapore-listed CSE Global. SDH is an international energy services group providing engineering solutions to the O&G and power generation industries, with operational facilities in Malaysia, Indonesia, the UAE, Bahrain and the UK. CSE Global provides total integrated industrial automation, telecommunications and environmental solutions projects, operating a network of 41 offices in 17 countries across the globe. The proposed acquisition is part of the SDH’s overall strategy to expand its geographical footprint in the areas where CSE Global has presence, including countries that SDH does not have presence in, namely the USA, Mexico, Australia and New Zealand. ZICOInsightsLaw director Gregory Chan and ZaidIbrahim&Co partners Mohd Sofiyuddin Ahmad Tabrani, David Lee and Muhammad Zukhairi led the transaction, which was completed on April 13, 2018.
