Allen & Gledhill has acted as transaction counsel to Housing and Development Board on the issue of S$700 million (US$507.4m) in principal amount of fixed rated notes due 2025 as Series 082, under its S$32 billion (US$23.2b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill is also advising Surbana Jurong Capital (SJC) on its joint venture agreement to set up a fund management company (FMC) with Mitsubishi. SJC is the newly established financial service arm of Surbana Jurong (SJ). The FMC will be a joint venture with equal shares between SJC and Mitsubishi, and will be jointly managed by both parties. The FMC will set up an investment fund to invest in urban development projects in emerging Asia, where such projects may include transit-oriented developments, such as aviation or rail-related developments, affordable housing, as well as other urban-related infrastructure. SJC and Mitsubishi will each contribute up to US$250 million to seed the fund, and the FMC will also raise and manage funds from other accredited or institutional third-party investors. Partners Richard Young, Mark Quek, Danny Tan, Ng Wuay Teck and Elsa Chen are leading the firm’s team in the transaction.
AZB & Partners is advising JM Financial and Edelweiss Financial Services, as the book-running lead managers, on the IPO of equity shares by Prince Pipes and Fittings aggregating up to Rs6 billion (US$81.3m), comprising a fresh issue aggregating up to Rs4 billion (US$54.2m) and an offer for sale by the promoter selling shareholders aggregating up to Rs2 billion (US$27.1m). Partners Varoon Chandra and Lionel D’Almeida are leading the firm’s team in the transaction, which was signed on October 15, 2018 and is yet to be completed.
AZB & Partners has also advised HIG Capital on its acquisition of the Buck business of Conduent, which involves an indirect acquisition of Wichtig India HR Solutions. The global closing occurred on August 13, 2018, while the India closing occurred on October 17, 2018. Partners Ashwath Rau and Anu Tiwari led the firm’s team in the transaction.
Conyers Dill & Pearman has advised Stolt-Nielsen on the closing of its LNG joint venture, Avenir LNG, with Golar LNG and Höegh LNG joining as shareholders of Avenir. Avenir will use the funds to invest in small-scale LNG carriers, a small-scale storage terminal and regasification facilities. The LNG terminal and distribution facility will be constructed in the port of Oristano, Sardinia. Bermuda director Guy Cooper, working alongside Eversheds Sutherland, led the firm’s team in the transaction, which was completed on October 10, 2018.
Conyers Dill & Pearman has also advised Urovant Sciences on its IPO of ten million common shares at a price to the public of US$14.00 per share, for total gross proceeds of US$140 million. Urovant has granted the underwriters a 30-day option to purchase up to 1.5 million additional common shares at the IPO price, less the underwriting discounts and commissions. Urovant is a clinical-stage biopharmaceutical company focused on developing therapies for urologic conditions. Bermuda director Neil Henderson led the firm’s team in the transaction, which was completed on October 10, 2018.
Howse Williams Bowers has acted as Hong Kong counsel to Ample Capital, as the sole sponsor, and Alpha Financial Group, as the sole global coordinator and joint bookrunner, on the HK$95 million (US$12.12m) listing of the shares of MOS House Group in Hong Kong. The shares commenced trading on October 19, 2018. MOS House is a retailer and supplier of overseas manufactured tiles in Hong Kong, specialising in high-end European imported porcelain, ceramic and mosaic tiles. It was the largest player in the overseas manufactured tile retailing industry in Hong Kong in 2017, in terms of revenue. MOS House operates 18 retail shops in Hong Kong, providing home improvement, remodelling and furnishing materials. Partner Brian Ho led the firm’s team in the transaction.
J Sagar Associates has advised the Nuziveedu Group on the writ petition filed by the Monsanto Group, composed of Monsanto, Mahyco Monsanto Biotech India and Monsanto Holding, before the Delhi High Court challenging the jurisdiction of the Competition Commission of India (CCI) and the Director General (DG) to investigate the conduct of office bearers of Monsanto. The petition challenged CCI’s order directing the DG to investigate the conduct of Monsanto and its office bearers for abusing its dominant position. The order was passed, based on a complaint filed by Indian seed companies Nuziveedu Seeds, Prabhat Agri Biotech and Pravardhan Seeds against Monsanto. Monsanto primarily argued that any investigation into the conduct of office bearers requires an affirmative finding of violation by an enterprise (Monsanto) under Section 27 of the Competition Act, 2002 by the CCI. A Division Bench of the Delhi High Court had earlier held in Cadila Healthcare and Anr v CCI that the scheme of the Competition Act does not contemplate separate proceedings against the company and its office bearers. Based on the Cadila Judgment, the Nuziveedu Group moved an urgent application before the Delhi High Court seeking the dismissal of the writ petition on the basis that the Cadila Judgement has concluded the issues raised by Monsanto. Monsanto’s writ petition has been dismissed by the Court. Partners Amitabh Kumar and Vaibhav Choukse represented the clients.
J Sagar Associates has also acted as underwriters’ counsel to IDBI Capital Markets & Securities, Axis Capital and SBI Capital Markets on the IPO of Ircon International. The IPO comprised of an offer for sale by the President of India, acting through the Ministry of Railways, of approximately ten million equity shares for approximately Rs4.7 billion (US$63.8m). Ircon is an integrated Indian engineering and construction company, specialising in major infrastructure projects. It has experience in executing major construction and infrastructure projects, both internationally and domestically. Partners Rohitashwa Prasad, Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.
Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Cayman Islands company Viomi Technology on its IPO of 11.4 million American Depositary Shares, representing its 34.2 million Class A ordinary shares, and listing on the Nasdaq. Viomi Technology is a Xiaomi-backed supplier of Internet-connected home appliances. The offering, which closed on September 27, 2018, raised approximately US$150 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel and Han Kun Law Offices acted as China counsel. Cleary Gottlieb Steen & Hamilton acted as US counsel, while Zhong Lun Law Firm acted as China counsel to Morgan Stanley and CICC, as the underwriters.
Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to CK Property Finance on the update of its US$5 billion euro medium term note programme, under which notes will be issued by way of debt issues to professional investors, unconditionally and irrevocably guaranteed by CK Assets Holdings. The programme is listed in Hong Kong. Partner Lorraine Pao led the firm’s team in the transaction, which closed on October 11, 2018. Linklaters represented the dealers as to English law.
Sullivan & Cromwell is representing Houlihan Lokey Capital, as financial adviser to the Special Committee of Hanwha Q CELLS, on its definitive plan of merger with Hanwha Solar Holdings (South Korea), a subsidiary of Hanwha Chemical (South Korea), pursuant to which Hanwha Q CELLS will be acquired by Hanwha Solar in an all-cash transaction, implying an equity value of Hanwha Q CELLS of approximately US$825 million. Los Angeles corporate partners Eric Krautheimer and Rita-Anne O’Neill are leading the firm’s team in the transaction, which was announced on October 15, 2018.
Sullivan & Cromwell is also representing Fiat Chrysler Automobiles and Magneti Marelli on the definitive agreement to sell the Magneti Marelli automotive components business to KKR portfolio company CK Holdings (Hong Kong), a holding company of Calsonic Kansei (Japan), representing a transaction value of €6.2 billion (US$7.1b), plus assumed debt and liabilities. Corporate partners Scott Miller (New York), Davis Wang (New York) and Juan Rodriguez (London) are leading the firm’s team in the transaction, which was announced on October 22, 2018.
TT&A has advised the Fairfax group of companies on the increase in its existing shareholding of Bangalore International Airport (BIA). The transaction involved the acquisition of six percent equity shares of BIA by the Fairfax group from Siemens Project Ventures. Post-transaction, the Fairfax group’s shareholding in BIA will stand increased from 48 percent to 54 percent, thereby making BIA a subsidiary of the Fairfax group. Delhi counsel Sonam Mathur led the firm’s team in the transaction, which the CCI unconditionally approved.
TT&A has also advised Unilever on the internal corporate reorganisation of the Unilever group of companies. The transaction involved an internal corporate reorganisation of the Unilever group of companies, aimed at the simplification of the Unilever group’s corporate structure. Delhi counsel P Ram Kumar led the firm’s team in the transaction, while Linklaters acted as global antitrust counsel. The CCI unconditionally approved the transaction, which was ultimately called off.
Wong & Partners, a member firm of Baker McKenzie International, has advised Press Metal Aluminium Holdings, the largest integrated aluminium producer in Southeast Asia, on its proposed A$250 million (US$176.8m) acquisition of a 50 percent stake in Japan Alumina Associates (Australia) (JAA) from Itochu Corporation and Itochu Minerals & Energy of Australia, through its 80 percent-owned subsidiary Press Metal Bintulu. JAA is principally an investment holding company which holds a ten percent interest in the Worsley Alumina Project, one of the world’s largest and lowest-cost alumina producers. Partners Mark Lim and Ee Von Teo, supported by Baker McKenzie Australia principals Adrian Chin and Richard Lustig and Baker McKenzie Wong & Leow local principal Melissa Healy, led the firm’s team in the transaction, which was signed on October 17, 2018.
