Allen & Gledhill has advised CapitaLand and CapitaLand Treasury on the establishment of its S$5 billion (US$3.67b) euro medium term note programme. CapitaLand Treasury may issue notes and perpetual notes under the programme. The notes will be unconditionally and irrevocably guaranteed by CapitaLand. Partners Tan Tze Gay, Wu Zhaoqi and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also acted as Singapore counsel to Keppel Infrastructure Fund Management, as trustee-manager of Keppel Infrastructure Trust (KIT), on the S$500.8 million (US$367.7m) equity fund raising, comprising of a placement of approximately 680.3 million new units to institutional and other investors, and a non-renounceable underwritten preferential offering of approximately 455.3 million new units to entitled KIT unitholders, fractional entitlements to be disregarded, on a pro-rata basis, at an offering price of S$0.441 (US$0.324) per new unit. Partners Bernie Lee and Prawiro Widjaja led the firm’s team in the transaction.
AZB & Partners is advising First Carlyle Ventures Mauritius on the up to Rs3.98 billion (US$57.4m) acquisition by Conneqt Business Solutions of 61.35 percent of the equity shares of Allsec Technologies from First Carlyle Ventures Mauritius and the promoters of Allsec Technologies, and on the open offer to acquire up to 26 percent of the total share capital of Allsec Technologies. Partners Ashwath Rau and Kashish Bhatia are leading the firm’s team in the transaction, which was signed on April 17, 2019 and is yet to be completed.
AZB & Partners has also advised Actis Capital on the up to Rs2.1 billion (US$30.3m) acquisition by its affiliate, Actis Pine Labs Investments Holdings, of Pine Labs’ certain equity shares, which now aggregates to more than five percent. Partner Vaidhyanadhan Iyer led the firm’s team in the transaction, which was signed on April 10, 2019 and was completed on April 17, 2019.
Clifford Chance has advised Shenwan Hongyuan Group on its US$1.16 billion IPO and listing in Hong Kong. This is expected to be the largest Hong Kong IPO this year. Shenwan Hongyuan is a leading investment holding group focused on securities businesses in China. Based in China and founded in the 1980s, Shenwan Hongyuan Group provides comprehensive financial services to clients, including enterprise finance, personal finance, institutional services and trading, as well as investment management. It is the seventh largest securities firm by net assets at the end of 2018, and its revenue and net profits in 2018 ranked fifth and seventh, respectively, in China. Hong Kong partners Tim Wang and Fang Liu led the firm’s team in the transaction.
Clifford Chance has also advised Kai Tak Sports Park, a consortium consisting of New World Development and its subsidiary NWS Holdings, on the successful award of a 25-year contract to design, build and operate the Kai Tak Sports Park at a construction contract sum of HK$29.99 billion (US$3.8b). The award by the Hong Kong government followed a tendering process that started more than 18 months ago, and culminated recently with a groundbreaking ceremony officiated by HKSAR chief executive Carrie Lam. Occupying a 28-hectare site in the north apron area of the former Kai Tak International Airport, the Kai Tak Sports Park is the largest and most important sports infrastructure project in Hong Kong in decades. In addition to sports and leisure facilities, such as a 50,000-seat stadium with retractable roof and an indoor sports centre, the project also includes commercial facilities and extensive public open space. Hong Kong partners Frank Yuen and Dauwood Malik, and Singapore partner Matthew Buchanan, supported by partners Virginia Lee (Hong Kong), Luke Grubb (Singapore) and Clara Tang (Hong Kong), led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has advised Adani Logistics on the acquisition of stake held by True North and its affiliates in Innovative B2B Logistics Solutions (InLog). Gurgaon-based InLog provides integrated logistics services for domestic cargo movement. As part of the transaction, Adani Logistics acquired 97.03 percent shareholding of True North and its affiliates in InLog at an enterprise value of Rs3.31 billion (US$47.7m), including the approximately Rs432 million (US$6.2m) acquisition cost of True North’s equity shares. The balance shareholding of 2.97 percent held by the other minority shareholders will be acquired within 60 days from the date of closing of the transaction. With this acquisition, Adani Logistics will become the largest private rail and logistics operator in India. Paridhi Adani, supported by partners Shagoofa Rashid Khan and Gauri Rasgotra, led the firm’s team in the transaction.
Gibson, Dunn & Crutcher has represented Crestview Partners, JR Automation and the selling shareholders on the definitive agreement for Hitachi to acquire JR Automation Technologies for approximately US$1.4 billion. Headquartered in Holland, Michigan, JR is a leading provider of intelligent automated manufacturing and distribution technology solutions. JR serves customers all over the world in a variety of industries, helping to transform how the world’s leading aerospace, automotive, e-commerce and life sciences companies make and distribute products. Partners Alex Fine (corporate-Washington DC), George Stamas (corporate-Washington DC), Michael Collins (employee benefits -Washington DC), Benjamin Rippeon (tax-Washington DC), Meghan Hungate (IP-New York), Michael Murphy (environmental-Washington DC), Sebastien Evrard (antitrust-Hong Kong), Judith Lee (international trade-Washington DC) and Jean-Philippe Robe (French law-Paris) led the firm’s team in the transaction, which is expected to close in the second half of 2019, subject to customary closing conditions and regulatory approvals. Allen & Overy advised Hitachi.
J Sagar Associates has advised Oman India Joint Investment Fund on the proposed acquisition of shares of PNB Metlife India Insurance Company from J&K Bank. Kotak is the investment banker for the deal. Private equity firm Oman India Joint Investment Fund is a joint venture between Oman’s State General Reserve Fund and State Bank of India. PNB MetLife is one of the leading life insurance companies in India, and is a joint venture between MetLife International Holdings, Punjab National Bank, J&K Bank, M Pallonji and other private investors. Partner Sidharrth Shankar led the firm’s team in the transaction, which was valued at Rs18.5 billion (US$266.5m). J&K Bank was advised by Dua Associates, while Metlife was represented by Tatva Legal.
J Sagar Associates has also advised Mastercard International on the Indian leg of the 100 percent share acquisition of Trans-Fast Remittance for a base purchase price of US$450 million. Mastercard is a leading global payments and technology company that connects consumers, businesses, merchants, issuers and governments around the world. Transfast provides cross-border payment products for consumers and businesses and has a global presence, including two subsidiaries in India. Partner Sidharrth Shankar led the firm’s team in the transaction, while Sidley Austin advised on the US leg of the acquisition.
Khaitan & Co has acted as sole Indian counsel to Muthoot Homefin (India) on the public issue of secured redeemable non-convertible debentures (NCDs) with face value of Rs1,000 (US$14.40) each, for up to Rs1.5 billion (US$21.6m), with an option to retain over-subscription up to Rs1.5 billion (US$21.6m) for issuance of additional NCDs, aggregating up to Rs3 billion (US$43.2m). Muthoot Homefin (India) is a non-deposit taking housing finance company registered with the National Housing Bank. The company focuses on providing affordable housing loans to lower middle income groups and economically weaker sections of society. Partner Thomas George, supported by partner Manisha Shroff, led the firm’s team in the transaction.
Khaitan & Co has also advised McLeod Russel India and Luxmi Tea on the sale of McLeod Russel India’s Addabarie, Dirai and Mahakali tea estates, along with specified assets of the tea estates, to Luxmi Tea for approximately Rs1.5 billion (US$21.6m). A part of the Williamson Magor Group, McLeod Russel India is an Indian tea company, which is currently the world’s largest tea growing company. Luxmi Tea engages in tea cultivation and manufacturing, home furnishing, and realty development. Partners Padam Khaitan and Devidas Banerji led the firm’s team in the transaction.
Majmudar & Partners has represented London-listed Elementis, a global specialty chemicals company, on an acquisition, through its Indian affiliate Elementis Specialties (India) under an asset purchase transaction, of a production facility near Mumbai. Managing partner Akil Hirani led the firm’s team in the transaction.
Maples and Calder (Hong Kong) has acted as BVI counsel to Yunnan Energy Investment Overseas Finance on its issuance of US$400 million 6.25 percent guaranteed notes due 2021, to be consolidated and form a single series with the existing US$200 million 6.25 percent guaranteed bonds due 2021 issued on November 29, 2018. The notes are listed in Hong Kong and guaranteed by Yunnan Provincial Energy Investment Group. The guarantor, through its 185 subsidiaries and 64 investment companies, has invested in a diversified portfolio of hydropower, fossil fuel, wind power, natural gas, solar and other new energy projects that are of strategic importance to the economic and urban development of Yunnan Province. The group was listed as one of the key state-owned enterprises in Yunnan and designated by the Yunnan Provincial Government as its sole strategic platform to engage in the investment, development and integration of the energy sector in Yunnan. Juno Huang led the firm’s team in the transaction, while Herbert Smith Freehills acted as English and Hong Kong counsel and Beijing Dentons (Kunming) acted as China counsel. Linklaters acted as English and Hong Kong counsel and Jingtian & Gongcheng acted as China counsel to the joint lead managers, including Citigroup Global Markets, The Hongkong and Shanghai Banking Corporation, BOCI Asia, Silk Road International Capital, Guotai Junan Securities (Hong Kong), Haitong International Securities Company, China Minsheng Banking Corporation Hong Kong Branch and China Everbright Bank Hong Kong Branch.
Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Million Hope Industries Holdings on its listing, by way of introduction, in Hong Kong. The listing of the issuer’s shares was a spin-off from its parent company, Hong Kong-listed Hanison Construction Holdings. Hanison effected the spin-off by means of a distribution in specie of approximately 431.1 million shares to qualifying Hanison shareholders. The group is a subcontractor principally engaged in the design, supply and installation of facade and curtain walls, aluminium windows and doors. The listing closed on March 19, 2019. Partner Richard Spooner led the firm’s team in the transaction, while Reed Smith Richards Butler acted as Hong Kong counsel and Guantao Law Firm acted as China counsel. Sidley Austin acted as Hong Kong counsel and Jingtian & Gongcheng acted as China counsel to VMS Securities, as the sole sponsor.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has advised Excel First Investments on its S$433.5 million (US$318.3m) takeover and privatisation bid for shares in Kingboard Copper Foil Holdings, by way of a voluntary unconditional cash offer. Kingboard Copper Foil Holdings manufactures and trades polyvinyl butyral and related products. Partners Danny Lim and Penelope Loh led the firm’s team in the transaction.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, is also acting for Indofood Sukses Makmur (ISM) on the S$390.9 million (US$287m) voluntary conditional cash offer to acquire all the issued ordinary shares in the capital of Indofood Agri Resources. ISM is a total food solutions company with operations in all stages of food manufacturing, from the production of raw materials and their processing to consumer products in the market. Partners Lawrence Tan and Favian Tan led the firm’s team in the transaction.
Shearman & Sterling has advised JP Morgan Securities and Morgan Stanley & Co International, as the initial purchasers and dealer managers, on Mongolia Mining Corporation’s (MMC) and Energy Resources’ (ER) new notes offering of US$440 million 9.25 percent guaranteed senior notes due 2024, and concurrent tender offer for up to US$50 million of MMC’s outstanding perpetual securities, and concurrent tender offer and consent solicitation for any and all of ER’s outstanding senior notes due 2022. A high-quality coking coal producer and exporter in Mongolia, MMC owns and operates two open-pit coking coal mines in Mongolia. ER is MMC’s indirect wholly-owned subsidiary. Partner Alan Yeung led the firm’s team in the transaction.
Shook Lin & Bok is acting for Singapore-listed Vashion Group on its renounceable non-underwritten rights cum warrants issue of up to approximately 3.5 billion new ordinary shares at an issue price of S$0.0056 (US$0.0041) for each rights share, and up to approximately 3.5 billion free detachable warrants at an exercise price of S$0.012 (US$0.0088) for each new share, to raise up to approximately S$61 million (US$44.8m). Partner Gwendolyn Gn led the firm’s team in the transaction.
Simpson Thacher has represented JP Morgan, Daiwa Securities and Mitsubishi UFJ Morgan Stanley, as the joint global coordinators, on a ¥311 billion (US$2.8b) offering of shares of Japan Post Insurance (JP Insurance) by the selling shareholder, Japan Post Holdings. The global offering included an international offering to institutional investors outside Japan, in reliance on Rule 144A and Regulation S. JP Insurance is the largest life insurance company in Japan, and offers a range of products, with a focus on individual life insurance. Partner Alan Cannon led the firm’s team in the transaction.
Skadden has advised So-Young International, a leading online medical aesthetics marketplace in China, on its US$179 million IPO on Nasdaq. Trading in the shares commenced on May 2, 2019. The listing will provide funds for So-Young to expand in the medical aesthetic industry and into the fast-growing consumption healthcare service market. Hong Kong partner Julie Gao led the firm’s team in the transaction.
Skadden has also advised Yunji, a leading social e-commerce platform in China, on its US$121 million IPO of American depositary shares on Nasdaq. Trading in the shares commenced on May 3, 2019. Hong Kong partner Julie Gao also led the firm’s team in the transaction.
SSEK Legal Consultants has assisted Kohler and its Indonesian subsidiary on the acquisition of approximately 20 hectares of land for the development of a new manufacturing plant in Deltamas-Cikarang, just outside of the Indonesian capital, Jakarta. Managing partner and a supervising partner of land and property practice Denny Rahmansyah led the firm’s team in the transaction.
SSEK Legal Consultants has also acted for British multinational Rentokil Initial, through its Indonesian subsidiary, Rentokil Initial Indonesia, on the acquisition of two Indonesian companies, namely Aardwolf Pestkare Indonesia, a pest control service provider, and Pink Service Indonesia (Habitat), an enterprise that provides hygiene services in Indonesia. Partner Rusmaini Lenggogeni, supported by partner Fahrul Yusuf, led the firm’s teams in both acquisitions.
S&R Associates has advised Firmenich, the world’s largest privately-owned company in the perfume and taste business, on its proposed acquisition of a majority stake in VKL Seasoning, a seasonings and flavors company in India, from True North. Partners Rajat Sethi and Tanya Aggarwal led the firm’s team in the transaction.
Wong & Partners, a member firm of Baker McKenzie International, has advised YTY Industry Holdings on its acquisition of the entire issued and paid up share capital of Grand Ten Holdings from individual sellers. YTY is a leading supplier of disposable synthetic gloves, and the strategic acquisition of Grand Ten, a gamma sterilisation company, vertically integrates its manufacturing process to provide for increased efficiency. Partner Munir Abdul Aziz led the firm’s team in the transaction, which was valued at M$68 million (US$16.4m) and was completed on March 20, 2019.
WongPartnership is acting for State Alpha, as the offeror, and DBS Bank, as financial adviser to State Alpha, on State Alpha’s approximately S$147 million (US$107.9m) mandatory unconditional cash offer for Ying Li International Real Estate. State Alpha is an indirect wholly-owned subsidiary of China Everbright. Partners Andrew Ang, Christy Lim, Quak Fi Ling, Dawn Law and Kevin Ho led the firm’s team in the transaction.
