Deals – February 3, 2016

Clifford Chance has advised China Railway Construction Corp Ltd (CRCC) in respect of its US$500 million H-share convertible bond. This is the first H-share convertible since Sinopec’s US$1.5 billion deal in 2007 and the first since China’s National Development and Reform Commission revised its set of debt issuance rules in September last year. The deal required the compliance and approval of a number of onshore regulators and CRCC’s shareholders, along with A-share and H-share listing rule compliance. Partner Connie Heng, supported by partners Tim Wang and Tie Cheng Yang, led the transaction.

Colin Ng & Partners has acted for SUTL Enterprise Ltd in respect of the S$2.4 million (US$1.7m) sale of its entire 51 percent equity stake in Achieva Technology Pte Ltd to SCE Enterprise Pte Ltd, a wholly-owned subsidiary of Serial System Ltd. Achieva is a leading Asia Pacific IT distributor and solutions provider in electronic and digital lifestyle products and services. Managing partner Lisa Theng and partner Ken Chia led the transaction.

Conyers Dill & Pearman has acted as Bermuda and BVI counsel to Hsin Chong Construction Group Ltd and its BVI subsidiaries in respect of Hsin Chong Construction’s issue of US$150 million 8.5 percent senior notes due 2019. Hsin Chong Construction is one of Asia’s longest standing construction groups providing comprehensive construction, property and related services. Hong Kong partner Anna Chong, working alongside Simmons and Simmons, led the transaction.

Conyers Dill & Pearman has also acted as BVI counsel to Zhiyuan Group (BVI) Co Ltd in respect of the issue of US$200 million 6.2 percent guaranteed bonds due 2019. Zhiyuan Group is an indirect wholly-owned subsidiary of Jiangsu Newheadline Development Group Co Ltd, the largest investment and financing platform of the Lianyungang Municipal Government that focuses on city construction and municipal development. Partner Anna Chong also led the transaction.

Cyril Amarchand Mangaldas has acted as Indian legal counsel to HCL Technologies Ltd in respect of the acquisition by its subsidiary, HCL Technologies UK Ltd, of 100 percent stake in Point to Point Ltd and Point to Point Products Ltd from individual promoters of and certain employees holding stock options in the target companies. Incorporated under the laws of the United Kingdom, the two companies are engaged in end-user computing in the UK primarily involving virtualization implementations of Citrix, Microsoft, Google and other reputable providers of virtualization technologies. New Delhi corporate partner Harsh Kumar led the transaction whilst DLA Piper, led by partner John Campion, acted as English counsel. Wragge Lawrence Graham & Co, led by partner Baljit Chohan, and Orbis Partners, led by associate director Simon Lloyd and founding partner Shah Zaki, advised Point to Point and Point Products on the transaction which closed on 22 January 2016.

Gibson, Dunn & Crutcher has closed three oil and gas Indonesia-related financings in the last 30 days. The firm represented PT Medco E&P Tomori Sulawesi in respect of a US$200 million pre-production financing for its investment in the development of the Senoro gas fields in Indonesia. Standard Chartered acted as the global coordinator and, with PT Bank ANZ Indonesia, PT Bank DBS Indonesia, PT Bank Mandiri (Persero), TBK and SMBC, as lenders. The firm also represented SGX-listed Ramba Energy Ltd in respect of a pre-production financing from Mercuria related to its investments in developing new oil fields in Indonesia. Finally, the firm represented Encore Int’l Ltd in respect of the refinancing of a US$205 million credit facility with Credit Suisse and Deutsche Bank. The first two deals closed in December 2015 whilst the third deal was signed in the last week of January 2016. Singapore partner Jamie Thomas led all three transactions. The lenders under the Ramba Facility and the Encore Facility were represented by Allen & Overy whilst the lenders under the Senoro Facility were represented by Herbert Smith Freehills.

Hogan Lovells is advising PetroEcuador and the Ministry of Finance of Ecuador in respect of the successful negotiation of a US$970 million credit facility with a consortium of banks led by Industrial and Commercial Bank of China Ltd (ICBC), The Export-Import Bank of China and China Minsheng Banking Corp Ltd. Societe Generale and Deutsche Bank may also participate as lenders in a second phase of the transaction. During the negotiations, the structure of the facility was significantly changed to involve additional Chinese and European lenders, resulting in an intensive due diligence process. The deal was closed on 22 January 2016. In connection with the loan facility, PetroEcuador entered into a five-year crude oil sale and purchase contract with PetroChina International, under which PetroEcuador will sell crude oil to PetroChina at market prices during the five-year loan term. The transaction provides a significant source of liquidity for Ecuador on favorable terms, under difficult market circumstances due to low oil prices. Partner Miguel Zaldivar is leading the transaction. Advising ICBC is Milbank Hadley Tweed & McCoy led by partners Shepard Liu and Aled Davies whilst Fabara & Compañía (Quito), led by Diego Ramirez, is acting as local counsel.

Khaitan & Co has advised Dr Agarwal’s Health Care Ltd in respect of the approximately US$45 million investment by ADV Partners, paving the way for the exit of existing investor Evolvence India Life Sciences Fund. Established in 1957, Dr Agarwal’s Group of Hospitals is one of India’s premier eye hospitals promoted by the internationally renowned Dr J Agarwal & Family. Associate partner Kartick Maheshwari led the transaction.

Khaitan & Co has also advised Firstsource in respect of its US$13 million acquisition of the BPO business of ISG Novasoft Technologies Ltd India and ISGN Corp USA. A part of the RP-Sanjiv Goenka Group, Firstsource offers a comprehensive suite of business process management services through a combination of extensive domain knowledge, strategic alliances and internal competencies backed by leading-edge technologies. Partner Ashish Razdan led the transaction.

King & Wood Mallesons has acted as PRC and international counsel for the Province of British Columbia (BC), Canada in respect of the registration of its RMB6 billion (US$912.4m) bond issuance program with China’s National Association of Financial Market Institutional Investors on 3 December 2015 and its successful issue of RMB3 billion (US$456.2m) bonds under the program on 25 January 2016. The tenor of the bonds is three years whilst the coupon rate is 2.95 percent per annum. Hong Kong partners Richard Mazzochi and Minny Siu and Beijing partners Christine Chen, Peng Jin and Zhao Yan led the transaction.

Kirkland & Ellis has represented Shenzen-listed ORG Packaging Co Ltd in respect of its acquisition of a 27 percent interest in HKSE-listed CPMC Holdings Ltd from COFCO Corp for approximately HK$1.6 billion (US$205.6m). Hong Kong corporate partner Frank Sun led the transaction which closed on 27 January 2016.

Latham & Watkins has represented MakeMyTrip Ltd, India’s leading online travel company, in respect of its issuance of US$180 million convertible bonds to Ctrip.com International Ltd. This was the first convertible bond issuance by MakeMyTrip. Ctrip, a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China, made the investment by way of US$180 million worth of convertible bonds. As part of the deal, additional investor rights were agreed, including certain registration rights and the right for Ctrip to appoint a director to the MakeMyTrip board of directors. Partners Rajiv Gupta and Posit Laohaphan, supported by New York partners Jiyeon Lee-Lim and William Lu, led the transaction.

Majmudar & Partners is advising Nasdaq-listed Venaxis Inc in respect of its transaction with Strand Life Sciences Private Ltd (Strand) under which Strand shareholders and employees and directors who are option-holders in Strand will own, directly and beneficially, approximately 68 percent of Venaxis whilst the current shareholders of Venaxis will own approximately 32 percent of Venaxis. The transaction is structured as purchases by Venaxis of the Strand shares from Strand shareholders, followed by an immediate re-investment of those sale proceeds by Strand shareholders into Venaxis common stock, to be completed in two closings. The transaction also involves purchase of substantially all of the assets and liabilities of Venaxis subsidiary Strand Genomics Inc. Venaxis is an in vitro diagnostic company which has been focused on the clinical development and commercialization of its CE Marked APPY1 Test, a rapid blood-based test for appendicitis. Strand is a genomic profiling company that uses next-generation sequencing technology aimed at empowering cancer care. The transaction seeks to align Strand’s technological expertise in genomic profiling, bioinformatics and data curation with Venaxis’ financial resources, NASDAQ public listing and key management personnel. Partner Rukshad Davar is leading the transaction whilst Ballard Spahr is acting as US counsel. Baker & Hostetler and Trilegal are advising Strand.

Maples and Calder has acted as Cayman Islands counsel to Internet Plus Holdings, the holding company which Meituan and Dianping formed in October 2015, in respect of Meituan-Dianping’s latest fundraising of over US$3.3 billion, reputed to be the largest round of venture funding ever undertaken.

Maples and Calder has also acted as BVI counsel to CNMC International Capitals Company Ltd in respect of its issue of US$500 million 2.375 percent credit-enhanced bonds due 2019 with the benefit of an irrevocable standby letter of credit issued by Bank of China Ltd Beijing Branch and a keepwell deed from China Nonferrous Metal Mining (Group) Co Ltd, a large-scale central state-owned enterprise in the PRC focused on nonferrous metal resources development, construction contracting and nonferrous metal-related trading and services. The bonds are listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as English counsel. Freshfields Bruckhaus Deringer acted as English counsel for Bank of China Ltd, Bank of China (Hong Kong) Ltd and BOCI Asia Ltd as the joint lead managers.

Mayer Brown JSM has represented Redwood Investment Company in respect of its all-stock merger transaction with e-Shang Cayman Ltd. The two private equity-backed logistic developers announced the partnership on 22 January 2016. Following the tie-up, the new entity will be renamed e-Shang Redwood. The merger represents one of the largest logistics real estate platforms in Asia with over 3.5 million square meters of projects owned and under development across China, Japan and South Korea. It also includes capital and funds management offices in Hong Kong and Singapore. Hong Kong corporate and securities partners Mark Uhrynuk and Jeremy Cunningham, supported by Singapore tax transactions and consulting partner Pieter De Ridder and Shanghai real estate partner Andy Yeo, led the transaction.

Mayer Brown JSM has also acted for Nam Kim Steel, one of Vietnam’s biggest steel companies, in respect of securing a victory in an anti-dumping investigation initiated by Malaysia. The investigating authority ruled that Nam Kim will not have to pay anti-dumping duties on its exports of certain pre-painted, painted or colour coated steel coils (PPGI). This success allows Nam Kim to enjoy a zero anti-dumping duty when exporting PPGI to Malaysia and greatly reduces the company’s capital spending on customs taxes, placing it in a much stronger competitive position in the Malaysia market. Global trade associate Hai Nguyen and government and global trade partner Matthew McConkey led the transaction.

Norton Rose Fulbright has advised ASX-listed Tiger Resources in respect of its US$162.5 million senior debt facility with the International Finance Corp (IFC), the private arm of the World Bank Group, and Taurus Mining Finance Fund in respect of the Kipoi Copper Project located in the central part of the Katanga Copper Belt of the Democratic Republic of the Congo (DRC). The new senior debt facility served to refinance Tiger’s existing debt facilities with Taurus and Gerald Metals (Tiger’s exclusive offtaker), as well as to provide approximately US$25 million to fund the expansion of Kipoi. The expansion aims to increase the capacity of the SXEW plant from 25,000tpa to 32,500tpa of copper cathode by November this year. The senior debt is secured by cross border security over the Tiger group entities, including in the DRC, BVI, Australia, South Africa, and Mauritius. In conjunction with the debt facility, Tiger successfully undertook an equity capital raising via a share placement and an accelerated non-renounceable entitlement offer to raise gross proceeds of approximately US$22 million, with commitments received from IFC and by Tiger’s existing shareholder, Resource Capital Funds. Partners Jake Howard (Perth), Poupak Bahamin (Paris), Steve Chemaly (Johannesburg) and James Stewart (Melbourne) led the transaction.

Rajah & Tann Singapore is advising SGX Catalist Board-listed QT Vascular Ltd in respect of the aggregate US$6.06 million private placement of convertible bonds by QT Vascular and private placement of exchangeable bonds by its wholly-owned subsidiary, Quattro Vascular Ptd Ltd. The group is engaged in the design, assembly and distribution of advanced therapeutic solutions for the minimally invasive treatment of complex vascular diseases. Partner Danny Lim is leading the transaction which was announced on 27 January and is yet to be completed.

Rajah & Tann Singapore has also acted for Southernwood Property Pte Ltd, a subsidiary of Ascendas Land (Singapore) Pte Ltd, in respect of the successful tender for, and completion of the sale and purchase of, 79 Robinson Road, CPF Building for S$550 million (US$385.4m). Located at the junction of Robinson Road and Maxwell Road, the site has an area of approximately 47,056 square feet, with the current building having a net lettable area of about 324,000 square feet. Completed in 1976, CPF Building remains a historical landmark in Singapore’s Central Business District. Partner Mei Ann Lim led the transaction.

Skadden has advised Hong Kong-based private equity firm Forebright Capital Management Ltd in respect of a merger agreement between its affiliates, together with Nasdaq-listed Jinpan International Ltd’s president and CEO Mr. Zhiyuan Li, and Jinpan. Subject to the terms and conditions of the agreement, all of Jinpan’s outstanding shares currently not owned by the buyer consortium will be acquired by the buyer consortium, with the company valued at US$98.5 million. Following the closing of the merger, Jinpan will delist from Nasdaq and become a privately held company. Jinpan designs, manufactures and markets electrical control and distribution equipment used for industrial, utility and infrastructure projects. It has four production facilities in China and is one of the country’s largest manufacturers of cast resin transformers. Partner Peter Huang led the transaction which was announced on 25 January 2016.

Trilegal is advising Strand Life Sciences Private Ltd (Strand) in respect of its acquisition of a majority stake in Nasdaq-listed Venaxis Inc. Under the agreement, Venaxis will own a majority of the shares of Strand and the shareholders of Strand who sell their shares in Strand to Venaxis will be issued shares of Venaxis. The deal also involves an asset purchase transaction under which the assets of Strand Genomics Inc, a wholly-owned subsidiary of Strand, will be purchased by a wholly-owned subsidiary of Venaxis. Closing of the transactions is subject to various approvals, including the approval of majority of the shareholders of Venaxis and the US Securities and Exchange Commission, and fulfillment of other conditions precedent and closing conditions. Partner Kosturi Ghosh is leading the transaction whilst BakerHostetler is acting as US counsel. Ballard Spahr and Majmudar & Partners are advising Venaxis on matters of US and Indian laws, respectively. BRL Law Group is representing Biomark Fund IV LP, the majority shareholder of Strand.

Walkers has acted as Cayman Islands counsel to Shanghai-based e-Shang and its private equity investor Warburg Pincus in respect of the all-stock merger with Singapore’s Redwood Group Asia Pte Ltd. e-Shang Redwood, the combined group, represents one of the largest logistics real estate platforms in Asia with over 3.5 million square meters of projects owned and under development across China, Japan and South Korea, and capital and funds management offices in Hong Kong and Singapore. e-Shang and Redwood are two of the leading developers, owners and operators of logistics real estate in Asia. Partner Arwel Lewis led the transaction.

Weerawong C&P has represented Vintage Engineering PCL (VTE) in respect of the investment in a 1MW solar power plant in Kagoshima-ken, Japan. VTE acquired the shares of Japan-incorporated Energy Gateway Number 1 Co Ltd on 22 December 2015. Executive partner Peangpanor Boonklum led the transaction.

White & Case has advised specialised logistics real estate development firm, The Redwood Group, in respect of an all-stock merger with e-Shang Cayman Ltd, a leading Chinese logistics developer, owner and operator of warehousing infrastructure. The combined group, which will be renamed e-Shang Redwood, will represent one of the largest logistics real estate platforms in Asia with more than 3.5 million square meters of projects owned and under development across China, Japan and South Korea, and capital and funds management offices in Hong Kong and Singapore. Partner Jonathan Olier led the transaction.

Withers has represented football manager Alberto Zaccheroni in respect of his move to manage Chinese Super League team Beijing Guoan FC in a two-year contract. Zaccheroni has managed 13 Italian football clubs in the course of his career, including tenures with Udinese, Juventus and AC Milan, before taking up the management of Japan’s national football team from 2010 to 2014. Partner and global head of sports law Luca Ferrari, supported by Milan partner Giulia Cipollini, led the transaction.

WongPartnership is acting for Prime Value Asia Ltd, a vehicle of VinaCapital, in respect of the acquisition of the entire issued and paid-up share capital of Fernland Investment Pte Ltd from Keppel Land Ltd and KepVenture Pte Ltd. The transaction involved the transfer of real estate located in Vietnam. Partner Teo Hsiao-Huey is leading the transaction.

WongPartnership is also advising Macondray Holdings Pte Ltd and AMMK Medicare Company Ltd in respect of their ground-breaking joint venture with Parkway Healthcare, a subsidiary of Malaysia Stock Exchange and SGX dual-listed Integrated Healthcare Holdings Bhd, for the development and operation of a US$70 million, 250-bed hospital in Yangon, Myanmar. Partners Low Kah Keong, Goh Wanjing and Anna Tan are leading the transaction.