Deals – January 27, 2016

Allen & Gledhill has also advised Mapletree Treasury Services Ltd and Mapletree Investments Pte Ltd in respect of the issue of S$200 million (US$140m) 2.92 percent notes due 2019 under the US$3 billion Euro medium term note programme established by Mapletree Treasury Services. The notes are guaranteed by Mapletree Investments. Partner Glenn Foo also led the transaction.

Allen & Overy is advising the Bank of Tokyo Mitsubishi UFJ Ltd (BTMU) in respect of its PHP36.9 billion (US$769m) acquisition of a 20 percent stake in Security Bank Corp. Security Bank is listed on the Philippines Stock Exchange and is the Philippines’ fifth-largest bank by market value. The transaction is due to close in early 2016 and will be the largest equity investment in a Philippine financial institution by a foreign investor to date. It also represents one of the first foreign investments into the Philippines’ banking sector following the liberalisation of bank ownership laws in July 2014 permitting foreign banks to own up to 100 percent of a domestic bank, rather than a maximum of 60 percent. The signing of this deal illustrates BTMU’s continued focus on executing its ASEAN market strategy, following on from its US$5.6 billion acquisition in 2014 of a controlling interest in Bank of Ayudhya (Krungsri), one of the leading commercial banks in Thailand. Tokyo partner Simon Black is leading the transaction, working closely with Philippines counsel Puyat Jacinto & Santos Law.

AZB & Partners is advising Nomura Asset Management Pte Ltd in respect of its sale of 35 percent shareholding in LIC Nomura Mutual Fund Asset Management Ltd to LIC Housing Finance Ltd, Corporation Bank and GIC Housing Finance Ltd, and its sale of 35 percent shareholding LIC Nomura Mutual Fund Trustee Company Private Ltd to LIC Housing Finance Ltd and GIC Housing Finance Ltd. Partners Alka Nalavadi and Rushabh Maniar are leading the transaction which was signed on 6 January 2016 and is yet to be completed.

Bird & Bird ATMD has acted on the corporate spin off and listing of clean tech company Eindec Corp Ltd, a subsidiary of SGX main board-listed property developer Weiye Holdings Ltd. UOB Kay Hian acted as the sponsor and placement agent. Singapore partner Marcus Chow led the transaction which is the first listing on the SGX for 2016. Tay & Partners, led by partner Teo Wai Sum, acted as Malaysian counsel.

Clifford Chance has advised JPMorgan Chase & Co in respect of its investment in and cooperation agreement with Postal Savings Bank of China (PSBC), the largest unlisted bank, the sixth largest commercial bank in terms of assets and the largest bank in China by number of customers and distribution network. JP Morgan, together with a number of other international and domestic investors, invested approximately US$7 billion into PSBC. Partners Neeraj Budhwani and Terence Foo, supported by partners Mark Shipman and TieCheng Yang, led the transaction which is the largest-ever equity investment in a non-listed financial institution in China.

Clyde & Co has represented the Aer Rianta International group (ARI) in respect of winning a 10-year contract to operate a duty-free section at Abu Dhabi International Airport’s new Midfield terminal building. ARI operates duty-free outlets in Europe, the Middle East, North America and New Zealand. ARI will design and operate the perfumes, cosmetics, skincare, sunglasses and jewellery sections at the new Midfield terminal building, which is due to open in December 2017. MENA Regional Head of Corporate partner Niall O’Toole led the transaction.

Colin Ng & Partners has advised UOB Kay Hian Private Ltd (UOBKH) as the issue manager, sponsor and placement agent in respect of the first IPO on the SGX-ST this year. The offering saw gross proceeds of S$7.5 million (US$5.2m) raised by way of a fully-subscribed placement of 35.8 million shares in the capital of Eindec Corp Ltd. The shares in the capital of Eindec were listed on the Catalist Board of the SGX-ST on 15 January 2016 and closed 21 percent higher upon the end of first day trading. Eindec is a regional clean air environmental and technological solutions provider headquartered in Singapore with two facilities in Singapore and. It also has offices in the PRC. Managing partner Tan Min-Li led the transaction. Bird and Bird ATMD acted as solicitors to the placement.

Conyers Dill & Pearman has advised the Mercuria Energy Group in respect of a strategic investment by China National Chemical Corp (ChemChina). ChemChina has acquired a 12 percent stake in Mercuria, one of the world’s largest independent energy and commodities trading companies. Partner Anton Goldstein, working alongside Freshfields Bruchaus Deringer, led the transaction.

Conyers Dill & Pearman has also advised The International Finance Corp (IFC) in respect of its US$20 million equity investment in Agrivision Africa, a company that specializes in large-scale commercial farming of wheat, soya beans and maize. The investment will help Agrivision in implementing its expansion program, with a particular focus on optimizing its supply chain. Sameer K Tegally (Mauritius) led the transaction.

Davis Polk has advised the joint lead managers in respect of the Regulation S offering by China Railway Construction Corp Ltd of US$500 million zero coupon H Share convertible bonds due 2021. China Railway Construction is one of the largest global construction companies with its shares dual-listed on the main boards of the HKSE and the Shanghai Stock Exchange. The group provides a full range of services including construction, survey, design and consultancy for large construction and infrastructure developments, with a particular focus on railways. Partners Paul Chow and James C Lin led the transaction.

Davis Polk is also advising ChipMOS Technologies Inc (ChipMOS Taiwan) in respect of its proposed merger with its parent company, ChipMOS Technologies (Bermuda) Ltd (ChipMOS Bermuda), in which ChipMOS Taiwan will become the surviving company. Under the merger agreement, each outstanding ChipMOS Bermuda share will be converted in the merger into US$3.71 in cash, without interest, and 0.9355 American Depository Shares, representing 18.71 shares of ChipMOS Taiwan. The merger is expected to close in the third quarter of 2016, subject to customary closing conditions, including approval of the shareholders of ChipMOS Bermuda and ChipMOS Taiwan and appropriate regulatory approvals. Headquartered in Hsinchu, Taiwan, ChipMOS Taiwan is listed on the Taiwan Stock Exchange and is an industry leading provider of semiconductor assembly and test services. ChipMOS Bermuda is listed on the Nasdaq and owns 58.3 percent of the total outstanding share capital of ChipMOS Taiwan. Partners James C Lin and Miranda So, supported by partner John D Paton, are leading the transaction.

DLA Piper has advised Lufax Holding Ltd, the ultimate controlling company of Shanghai Lujiazui International Financial Asset Exchange Co Ltd, in respect of the issuance of new shares, raising approximately US$1.2 billion. Through private placement in B Round financing by both individual and institutional investors, the placement raised US$924 million. An additional US$292 million was raised through A Round investors through the exercise of top up rights, which was a continuation of their initial investment in Lufax in which the firm also acted in its A Round financing, and brings the valuation of Lufax to US$18.5 billion. Shanghai partner Kit Kwok led the transaction.

DLA Piper is also advising Sirio Pharma Company Ltd in respect of the sale of its wholly-owned subsidiary Treerly Health Company Ltd for approximately US$150 million to Pfizer Consumer Healthcare, a subsidiary of Pfizer Inc. Sirio is a private, closely held contract manufacturing company in China that produces dietary supplements and drugs and is already a qualified third-party supplier to Pfizer Consumer Healthcare. Treerly is a top healthcare brand in China and provides a wide range of female nutritional healthcare products through a wide distribution channel. The acquisition of Treerly will complement the range of nutritional healthcare products offered by Pfizer and bolster its leading position in the OTC and dietary supplement markets in China by leveraging existing sales and marketing in this space. Under the terms of the agreements, which will take effect post-closing, Sirio will continue to manufacture and supply products to Treerly. Paul Chen, partner and Head of Corporate Asia (Hong Kong) is leading the transaction which is Pfizer’s first acquisition of a domestic company in China. Clifford Chance represented Pfizer.

J Sagar Associates has advised Export-Import Bank of India in respect of the issuance of US$500 million 3.125 percent notes due 2021 under its US$10 billion medium term note programme. The managers involved in the issue were Citigroup Global Markets Ltd, JP Morgan Securities plc and Standard Chartered Bank. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised Bertelsmann Nederland BV (BII) in respect of its investment in the securities of Bigfoot Retail Solutions Private Ltd as part of a Series B1 funding round aggregating to about US$6 million led by BII. Other investors in the round included Nirvana and 500 Startups. Bigfoot provides information technology-enabled services to small and medium businesses owners to enable them to sell online under the trade name ‘KartRocket’, as well as providing a platform to sellers to find new revenue opportunities and engage with the end consumer directly under the trade name ‘Kraftly’. Partner Raj Ramachandran led the transaction. Nirvana was represented by Nishith Desai Associates whilst 500 Startups was represented by BMR Legal.

Khaitan & Co has advised Inox Wind Ltd in respect of agreements with American Superconductor Corp (AMSC), AMSC Austria GmBH and their respective affiliates for licensing to Inox Wind the technology pertaining to the manufacture of 2MW Electronic Control Systems; long term supply of 2MW Wind Turbine Generator Electronic Control Systems; and collaboration with AMSC group to develop a 3MW turbine specially designed for the Indian market. Inox Wind is a fully integrated player in the wind energy market with state-of-the-art manufacturing plants at Una (Himachal Pradesh) for Hubs and Nacelles and Rohika, near Ahmedabad (Gujarat) for blades and tubular towers. Partners Haigreve Khaitan and Bharat Anand led the transaction.

Khaitan & Co has also advised The Abraaj Group in respect of the acquisition of a significant majority stake in Quality Care India Ltd by way of purchase of securities from existing private equity investor Advent International and certain other existing shareholders. This is the largest private equity investment in India in the healthcare sector and largest control transaction from a Gulf-based entity. Founded in 2002, The Abraaj Group is a leading investor operating in the growth markets of Asia, Africa, Latin America, the Middle East and Turkey. The Group has over 20 offices spread across five regional hubs in Dubai, Istanbul, Mexico City, Nairobi and Singapore. Partners Haigreve Khaitan and Aakash Choubey, supported by Executive Director Daksha Baxi, led the transaction.

King & Wood Mallesons has represented the joint book-runners and joint lead managers in respect of the issuance of US$180 million 6.9 percent guaranteed notes due 2019 by Hong Kong Airlines Ltd. The notes are issued by Blue Sky Fliers Company Ltd, a wholly-owned subsidiary of Hong Kong Airlines, and are irrevocably and unconditionally guaranteed by Hong Kong Airlines International Holdings Ltd, HKA Group Company Ltd and Hong Kong Airlines. The notes will be listed on the HKSE. Hong Kong Airlines is a Hong Kong-based full-service network carrier with a network covering 31 cities in the Asia Pacific region, of which 21 destinations are in the PRC. Hong Kong Airlines has the second largest market share on Hong Kong-China routes in the Hong Kong International Airport as of May 2015 and was the second largest airline group operating flights from Hong Kong in terms of average weekly departures from Hong Kong in 2014. Hong Kong partner Hao Zhou, supported by partner Richard Mazzochi, led the transaction.

Kirkland & Ellis has represented Khazanah Nasional Berhad, the strategic investment fund of the Government of Malaysia, in respect of its lead investment in the US$160 million Series B fundraising of WeLab, operator of Wolaidai, one of China’s largest mobile lending platforms, and WeLend.hk, Hong Kong’s leading online lending platform. Khazanah led a consortium of investors which includes, amongst others, ING Bank and state-owned Guangdong Technology Financial Group. The investment in WeLab represents Khazanah’s first investment in China’s financial technology sector. Hong Kong corporate partners Nicholas Norris, David Zhang, Joey Chau and Xiaoxi Lin led the transaction.

Maples and Calder has acted as Cayman Islands counsel to TPG Capital in respect of the sale of HCP Packaging to Baring Private Equity Asia. HCP designs luxury lipstick and make-up containers for cosmetics makers such as L’Oreal, Revlon and Shiseido. Partner Greg Knowles led the transaction.

Norton Rose Fulbright has advised a syndicate of senior and mezzanine lenders in respect of a US$122 million financing of mobile communications infrastructure across Myanmar. The financial package consists of a subordinated loan of US$13 million with a tenor of nine years and a long term senior loan of US$109 million with a tenor of eight years. The telecoms infrastructure project is led by Irrawaddy Green Towers Ltd. (IGT). In this project, IGT will build a mobile telecom tower network consisting of at least 2,000 towers, providing coverage to approximately 14 million people in Myanmar. The co-financiers of the project include Dutch development bank Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV (FMO) as the lead arranger, as well as DEG – Deutsche Investitions–und Entwicklungsgesellschaft mbH (Germany), Société de Promotion et de Participation pour la Coopération Economique SA (France), CDC Group plc (Great Britain), Belgian Investment Company For Developing Countries SA/NV (Belgium) and Oesterreichische Entwicklungsbank AG (Austria). The sponsors also include a subsidiary of the M1 Group, the principal owners of a number of large telecom companies, including MTN. The facilities are secured by both onshore and offshore security on a limited recourse basis. Singapore partner Yu-En Ong, assisted by Singapore partner Stephen Begley, led the transaction whilst Amsterdam partner Paul Vine represented FMO as a mezzanine lender.

Rajah & Tann Singapore has acted for Fullerton Financial Holdings Pte Ltd, a wholly-owned subsidiary of Temasek Holdings, in respect of International Finance Corp’s (IFC) equity investment into its subsidiary, Fullerton Finance (Myanmar) Company Ltd (FFMCL). Following the transaction, IFC will hold a 15 percent stake in FFMCL, a licensed microfinance institution that lends to SMEs and low-income individuals in Myanmar. Partners Chester Toh and Tan Mui Hui, supported by Rajah & Tann NK Legal’s partner Dr Min Thein, led the transaction.

Shardul Amarchand Mangaldas & Co has advised Cube Highways and Infrastructure Pte Ltd in respect of its acquisition of Western UP Tollway Ltd for an enterprise value of INR575 crores (US$84.5m), subject to certain closing adjustments. Cube Highways is an investment platform funded by global investment fund ISquared Capital and IFC, the private sector investment arm of the World Bank. As part of the transaction, Cube Highways has agreed to acquire a 100 percent stake in Western UP Tollway from NCC Ltd, NCC Infrastructure Holding Ltd, Gayatri Projects Ltd and Gayatri Infra Ventures Ltd. Partner Jatin Aneja led the transaction which is expected to close by March 2016, subject to fulfillment of conditions precedent. Tatva Legal represented Western UP Tollway and the sellers.

Shook Lin & Bok has acted for Citigroup Global Markets Singapore Pte Ltd, the financial adviser to SGX-listed Neptune Orient Lines Ltd (NOL), in respect of the S$3.38 billion (US$2.36m) pre-conditional voluntary offer by CMA CGM SA to acquire all shares in NOL. Partners Michelle Phang and David Chong led the transaction.

Skadden has advised 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, the largest round of venture funding ever undertaken. Meituan-Dianping is China’s largest online-to-offline local service provider. With this latest round of funding, the company is valued at over US$18 billion, making it one of the world’s top ten highest valued startups. The firm also advised Dianping on its strategic transaction with Meituan in October 2015. Partners Julie Gao, Haiping Li and Will Cai led the transaction.

Tay & Partners has represented SPH Media Fund, the investment arm of media group Singapore Press Holdings, in respect of leading a US$1.5 million Series A-1 round investment, with participation from ECM Straits Fund I LP, in The Lorry, a Malaysia-based on-demand logistics start-up. Partner Teo Wai Sum led the transaction.

Weerawong C&P has represented Golden Land Property Development Company Ltd in respect of the sale of over 685 million newly-issued ordinary shares of Golden Land to Frasers Property Holding (Thailand) Co Ltd, a subsidiary of Frasers Centrepoint Ltd, one of the world’s leading property development companies incorporated in Singapore. The deal was worth β4.97 billion (US$138m). This was the first deal conducted under the new Securities and Exchange Commission rules governing the offering of shares to private placement. Partner Pakdee Paknara led the transaction.

WongPartnership has acted for City Development Ltd in respect of the establishment of a S$1.1 billion (US$768.7m) joint office investment platform through its second Profit Participation Securities (PPS) transaction, and the S$750.05 million (US$524m) bank financing relating to the joint office investment platform. The transaction is co-invested with investment funds managed by Alpha Investment Partners, Keppel Land’s real estate fund management arm. The assets involved in the transaction are Central Mall office tower, 7 & 9 Tampines Grande, and Manulife Centre, all located in Singapore. Under the PPS platform, in addition to mezzanine securities, S$332.5 million (US$232.4m) worth of secured fixed rate junior bonds due 2020 are issued to the investors, which provides fully secured fixed coupon payout of five percent interest per annum for a period of five years. Partners Ng Wai King, Susan Wong, Dorothy Marie Ng, Hui Choon Yuen, Low Kah Keong, Tan Teck Howe, Goh Gin Nee, Serene Soh, Lau Kiat Wee, Tan Beng Lee, Tan Li Wen, Bonnie Wong and Benjamin Tay advised on the transaction.

WongPartnership is also acting for Shandong Delisi Food Co Ltd, a company listed on the Shenzhen Stock Exchange, in respect of its proposed acquisition of a 45 percent stake in Bindaree Beef Group through the acquisition of and subscription for ordinary shares in Yolarno Pty Ltd for A$140 million (US$97.3m). Partners Joseph He and Liang Weitan are leading the transaction.