Deals – August 10, 2016

Allen & Gledhill has also advised Oversea-Chinese Banking Corp Ltd as the sole lead manager and book-runner in respect of the issue of US$200 million 2.5 percent notes due 2021 under the S$3 billion (US$2.2b) multicurrency debt issuance programme by FCL Treasury Pte Ltd. Partners Ong Kangxin and Sunit Chhabra led the transaction.

AZB & Partners is advising Onex Corp in respect of the India leg of its acquisition of the intellectual property and life sciences business of Thomson Reuters. Partners Ashwath Rau and Anu Tiwari are leading the transaction which was valued at approximately INR238 billion (US$3.56b) and is yet to be completed.

AZB & Partners has also advised International Finance Corp (IFC) in respect of the issuance on a private placement basis to IFC of secured, rated, listed, redeemable, non-convertible debentures by Aptus Value Housing Finance India Ltd. Partners Gautam Saha and Amrita Patnaik led the transaction which was completed on 27 July 2016.

Corrs Chambers Westgarth has advised Aurizon Holdings in respect of the sale of its 33 percent equity stake in the proposed Moorebank Intermodal Terminal. Aurizon sold its holding to Qube Holdings, which currently has a 67 percent stake, for A$98.9 million (US$75.3m). Aurizon and Qube had initially formed the Sydney Intermodal Terminal Alliance to develop the Moorebank terminal in south western Sydney, Australia. The firm also advised the company on its joint venture arrangements with Qube for the Moorebank project in 2015. The sale of Aurizon’s investment in the Moorebank project follows Aurizon’s securing of a 10-year lease at the nearby Enfield Intermodal Logistics Centre owned by NSW Ports, which fulfils Aurizon’s current customer, capacity and operational needs. Corporate partner Stephanie Daveson led the transaction.

Howse Williams Bowers has advised HKSE-listed ZH International in respect of the listing of its subsidiary Global Medical REIT (GMR) on the NYSE. GMR is a Maryland corporation engaged primarily in the acquisition of licensed, state-of-the-art, purpose-built healthcare facilities and the leasing of these facilities to leading clinical operators. The company’s management team has significant healthcare, real estate and public real estate investment trust (REIT) experience and has long-established relationships with a wide range of healthcare providers. This is the first time a PRC real estate company successfully listed an REIT specialized in the healthcare sector on the NYSE. The offering was implemented through an offering of new GMR shares for a maximum offering price of US$150 million, including over allocations. Corporate partner Christopher Yu led the transaction.

J Sagar Associates has advised Ankur Capital, an early stage venture capital fund, in respect of its INR6 million (US$89,766) investment in Suma Agro India Private Ltd. Founded in 2011, Suma Agro develops humic acid-based soil nutrient solutions which help bridge the demand-supply gap by improving soil content and boosting production. Suma Agro currently operates a manufacturing plant near Chennai with a production capacity of 24 lakh litres, with a market value of over INR1 billion (US$15m). Partners Dina Wadia and Manav Raheja led the transaction.

J Sagar Associates has also advised iValue Infosolutions Private Ltd and its promoters in respect of the sale of their shares in iValue to Auroile Technologies Private Ltd, a 100 percent subsidiary of IRIS Computers Ltd. iValue provides value added distributor and consultancy services in the digital asset protection and data, network and application management areas. Partner Probir Roy Chowdhury led the transaction.

Kanga & Co has advised Advanced Enzyme Technologies Ltd in respect of its IPO of approximately 4.6 million equity shares of INR10 (US$0.15) for cash at a price of INR896 (US$13.40) per equity share, including a share premium of INR886 (US$13.25) per equity share, aggregating to approximately INR4.1 billion (US$61.34m). Advanced Enzyme Technologies is the largest Indian enzyme company engaged in the research and development, manufacturing and marketing of more than 400 proprietary products developed from 60 indigenous enzymes. Partner Chetan Thakkar led the transaction.

Khaitan & Co has advised Kotak India Venture (Offshore) Fund, Kotak India Venture Fund I and Kotak Employees Investment Trust as the investor selling shareholders in respect of the approximately INR4.1 billion (US$61.3m) IPO of Advanced Enzyme Technologies Ltd. Executive Director Sudhir Bassi and partner Abhimanyu Bhattacharya led the transaction.

Khaitan & Co has also advised Trusted Source Pte Ltd, a member of Temasek Management Services Group, in respect of the India leg of the acquisition of stake in Singapore-based Deep Identity Pte Ltd by way of subscription to ordinary shares and acquisition of shares from the founder and other stakeholders, followed by Deep Identity’s acquisition of 100 percent stake in Deep Identity India Private Ltd from its promoters. Partner Rabindra Jhunjhunwala, assisted by partner Kumar Saurabh Singh, led the transaction.

Kirkland & Ellis is advising the Special Committee of NYSE-listed Trina Solar Ltd, a global leader in photovoltaic modules, solutions and services, in respect of its agreement and plan of merger with Fortune Solar Holdings Ltd and Red Viburnum Company Ltd, a wholly-owned subsidiary of Fortune Solar, pursuant to which Trina Solar will be acquired by a consortium of investors in an all-cash transaction implying an equity value of the company of approximately US$1.1 billion. Hong Kong corporate partners David Zhang, Jesse Sheley, Benjamin Su and Xiaoxi Lin are leading the transaction which was announced on 1 August 2016.

K&L Gates has advised Stockholm-based SEB Private Equity in respect of its cross-border acquisition of pioneering video tech company Accedo Broadband. A global market leader in TV application solutions, Accedo has a customer base of over 350 of the world’s leading premium media companies, operators, broadcasters and other video services providers and reaches hundreds of millions of video consumers worldwide. The acquisition of Accedo is expected to accelerate growth and continued innovation of the tech company and is just one of many recent investments by SEB in the expanding tech and media industry. Sydney corporate partner Glenn Hughes, supported by Sydney labour, employment and workplace safety partner Christa Lenard and Sydney intellectual property partner Simone Mitchell, led the transaction.

Luthra & Luthra has represented Mahindra Life Spaces and its officers in respect of a criminal complaint under Section 420 & 406 of the Indian Penal Code 1860 instituted by a real estate broker against the company and its officers. The complainant claimed that he was cheated of the brokerage amount of INR56 million (US$837,822) in a land deal transacted by the company for about INR5 billion (US$74.8m). The complainant contended that the company fraudulently transacted the land proposed by him through some other broker to cause wrongful loss to the complainant and corresponding gain to company. The Court found no prima facie evidence and dismissed the complaint. Senior partner Vijay K Sondhi and partner Sanjay Kumar led the transaction.

Luthra & Luthra has also advised Fidelity, an American multinational financial services corporation and the fourth largest mutual fund and financial services group in the world, in respect of its investment in PC Jeweller Ltd, an Indian listed jewellery company. The transaction involves a total investment of INR257 crores (US$38.4m) by Fidelity by way of subscription to compulsorily convertible preference shares. With the closing of the transaction, PC Jeweller will have raised the funds it requires for expanding its operations and meeting working capital requirements. Partner Dipti Lavya Swain led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company Royal Catering Group Holdings Company Ltd in respect of its listing by way of placing 500 million shares on the Growth Enterprise Market of the HKSE. The placing shares were offered at HK$0.15 (US$0.02) per share, with gross proceeds of approximately HK$75 million (US$9.7m). Royal Catering Group is a food and beverage group in Hong Kong operating casual dining restaurants under a portfolio of brands. Maples Fund Services (Cayman) Ltd acted as principal share registrar and transfer office in the Cayman Islands. RaffAello Capital Ltd acted as the sole sponsor. Partner Lorraine Pao led the transaction whilst CFN Lawyers, in association with Broad and Bright, acted as Hong Kong counsel. ONC Lawyers acted for the sponsor and underwriters.

Rajah & Tann Singapore has acted for China Jinjiang Environment Holding Company Ltd (Jinjiang Environment) in respect of its IPO and listing on the Main Board of the SGX-ST. Headquartered in Hangzhou, Jinjiang Environment is the first private and the leading waste-to-energy (WTE) operator in the PRC with the largest waste treatment capacity in operation. It currently has 16 operating WTE facilities and a further 18 pipeline projects. Its business functions both as a sustainable waste management solution that is an environmentally sound alternative to the more traditional waste management practices of landfill disposal and as a source of clean energy that reduces greenhouse gas emissions. Jinjiang Environment raised approximately S$185 million (US$137.4m) and its market capitalisation at the time of its listing on the SGX-ST was approximately S$1.08 billion (US$802m). Partners Chia Kim Huat and Hoon Chi Tern led the transaction which is the largest non-REIT/Business Trust IPO on the Main Board of the SGX-ST in approximately two years.

Rajah & Tann Singapore has also acted for Japfa Ltd and PT Japfa Comfeed Indonesia Tbk in respect of the investment by KKR Jade Investments Pte Ltd into PT Japfa. KKR’s investment is a combination of a subscription of new shares in PT Japfa and the purchase of existing PT Japfa shares from Japfa Ltd for an aggregate of IDR1.07 trillion (US$81.5m). This innovative deal incorporates a mixture of new and old shares in the investment structure. R&T Singapore partners Evelyn Wee and Hoon Chi Tern and partners Ahmad Fikri Assegaf and Putu Suryastuti of R&T Asia network member Assegaf Hamzah & Partners led the transaction which was completed on 4 August 2016.

Shardul Amarchand Mangaldas & Co is advising HDFC Standard Life Insurance Company Ltd in respect of its definitive agreements for amalgamation of businesses with Max Life Insurance Company Ltd, Max Financial Services Ltd and Max India Ltd through a composite scheme of arrangement. As a part of the proposed transaction, Max Life will be merged with Max Financial, the insurance undertaking in the resultant Max Financial would be demerged to HDFC Life, and Max Financial will be merged into Max India. As a result of the transaction, HDFC Life would be listed on the NSE and BSE, subject to receipt of requisite regulatory approvals. The merger is the first of its kind in the life insurance business in India. Executive Chairman Shardul S Shroff, corporate partners Kalpataru Tripathy, Shailaja Lall, Promode Murugavelu and Yogesh Chande, competition law partners Shweta Shroff Chopra and Aparna Mehra, tax partners Amit Singhania and Sandeep Chilana, and intellectual property partner Charu Mehta led the transaction. Max Life, Max Financial and Max India are represented by AZB & Partners led by co-founder and managing partner Ajay Bahl, corporate partners Anil Kasturi and Niladri Maulik, competition law partner Samir Gandhi, tax partner Ravi Prakash and intellectual Property partner Akhilesh. Standard Life (Mauritius Holdings) 2006 Ltd, a promoter shareholder in HDFC Life, is represented by Cyril Amarchand Mangaldas led by partner Shishir Vayttaden. HDFC Ltd, a promoter shareholder in HDFC Life, is represented by AZB & Partners led by partner Varoon Chandra.

Skadden is representing Didi Chuxing, China’s leading ride-hailing service, in respect of the completion of its merger with Uber China. As a result of the merger, Uber China has become a wholly-owned subsidiary of Didi Chuxing while Uber Technologies Inc and other former shareholders of Uber China have become minority shareholders of Didi Chuxing. The combined company would be valued reportedly at US$35 billion. Corporate partners Julie Gao and Will Cai, tax partners David Rievman (New York) and Nathan Giesselman, anti-trust partners Steven Sunshine (Washington DC) and Matthew Hendrickson (New York) and enforcement partner Rory McAlpine led the transaction.

Skadden has also represented the investor consortium, including Trina Solar Ltd’s chairman and CEO Mr Gao Jifan, Shanghai Xingsheng Equity Investment & Management Co Ltd, Shanghai Xingjing Investment Management Co Ltd, Great Zhongou Asset Management (Shanghai) Co Ltd, Liuan Xinshi Asset Management Co Ltd and/or their respective affiliates, in respect of Trina Solar’s definitive agreement and plan of merger with Fortune Solar Holdings Ltd and Red Viburnum Company Ltd, pursuant to which Trina Solar will be acquired by the investor consortium in an all-cash transaction which values Trina Solar at approximately US$1.1 billion. NYSE-listed Trina Solar is a global leader in photovoltaic modules, solutions and services. Partner Peter Huang led the transaction which was announced on 1 August 2016.

SSEK has acted as Indonesian counsel to Alibaba Group Holding in respect of its US$1 billion purchase of a controlling stake in Southeast Asian online retailer Lazada Group. Alibaba will buy US$500 million of newly issued shares from the online retailer and a further US$500 million from existing shareholders. Lazada was founded by Germany’s Rocket Internet in 2012 and is headquartered in Singapore. It also operates in Indonesia, Malaysia, the Philippines, Thailand and Vietnam. Founding partner Ira A Eddymurthy and partner Fahrul S Yusuf led the transaction whilst Sullivan & Cromwell acted as international counsel.

SSEK has also represented Credit Guarantee and Investment Facility as guarantor in respect of the issuance by a joint venture multi-finance company of two tranches of medium-term notes in the amount of IDR140 billion (US$10.6m). Founding partner Ira A Eddymurthy, assisted by partner Denny Rahmansyah, led the transaction.

‎Troutman Sanders is acting as foreign counsel for Shanghai Fosun Pharmaceutical, a leading Chinese health care provider, in respect of the acquisition of an 86 percent stake in the Hyderabad-based Gland Pharma, an Indian generic injectable pharmaceutical products company backed by global private equity giant KKR & Co LP, for US$1.26 billion. This is the largest takeover of an Indian company by a Chinese firm and the biggest inbound M&A so far this year. Gland Pharma is valued at US$1.46 billion after the transaction. Shanghai partner Chengfei Ding is leading the transaction.

Walkers has acted as Cayman Islands counsel to Uber China in respect of its merger with Didi Chuxing. Upon completion of the merger, Uber China will become a wholly-owned subsidiary of Didi Chuxing whilst Uber Technologies and other former shareholders of Uber China will become minority shareholders of Didi Chuxing. The combined company is valued reportedly at US$35 billion. Partners Amelia Hall, Denise Wong and Joanne Collett led the transaction which is subject to government approval.

Walkers has also acted as British Virgin Islands counsel to China Railway XunJie Co Ltd in respect of its issuance of US$500 million 3.25 percent guaranteed notes due 2026 unconditionally and irrevocably guaranteed by China Railway Group Ltd. Partner Kristen Kwok led the transaction.

WongPartnership is acting for SMRT Corp Ltd in respect of the proposed S$1.2 billion (US$890m) acquisition by Belford Investments Pte Ltd, a wholly-owned subsidiary of Temasek Holdings (Private) Ltd, of all the issued ordinary shares in SMRT, other than those already held by Temasek, via a scheme of arrangement. Listed since 2000, SMRT is the largest rail operator in Singapore. The proposed privatisation comes on the heels of the announcement by SMRT of its proposed transition to the new rail financing framework announced by SMRT and the Land Transport Authority of Singapore on 15 July 2016, and values SMRT at S$2.56 billion (US$1.9b). Managing partner Ng Wai King and partners Annabelle Yip and Audrey Chng are leading the transaction.

WongPartnership is also acting for SMRT Corp Ltd, SMRT Trains Ltd and SMRT Light Rail Pte Ltd (SLRT) in respect of the proposed transition of SMRT Trains to a new licence to be granted by the Land Transport Authority of Singapore (LTA) to operate the North-South, East-West line and Circle line mass rapid transit systems and the Bukit Panjang light rail transit system under the new rail financing framework, and the proposed transfer of ownership of the rail operating assets of SMRT Trains and SLRT, including trains and signalling systems estimated at approximately S$991 million (US$735m), to the LTA in connection therewith, including seeking the approval of shareholders of SMRT Corp for the proposed transfer. Managing partner Ng Wai King and partners Tan Chee Meng, Dorothy Marie Ng, Annabelle Yip, Lam Chung Nian, Audrey Chng, Joyce Ang, Benjamin Tay and Tan Shao Tong are leading the transaction.
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