Deals – October 28, 2015

Allens has advised Australian pay TV operator Foxtel on the competition aspects in respect of its proposed tie-up with free-to-air television station Channel 10. The deal cleared a major hurdle when the Australian Competition and Consumer Commission announced on 22 October 2015 that it would not oppose the deal. The deal was also approved by the Australian Communications and Media Authority on the same day. Under the deal, Foxtel will buy 15 percent of Ten whilst Ten will buy 25 percent of Foxtel’s advertising agency MCN. Presto TV, which is part-owned by Foxtel, will also grant Ten an option to purchase a 10 percent share of the company. The deal is still subject to Foreign Investment Review Board approval and various other conditions. Partners Jacqueline Downes, Ian McGill and Kylie Brown led the transaction.

Appleby has acted as Cayman counsel for both KPa-BM Holdings Ltd and China Partytime Culture Holdings Ltd in respect of their respective 8 and 16 October 2015 listings on the Growth Enterprise Market and Main Board of the HKSE. KPa-BM is a structural engineering company with a focus on facade, roof, structural steelwork, noise barriers, flagpoles and related works, as well as trading building material products predominately in Hong Kong. KPa-BM raised approximately HK$45 million (US$5.8m) through its listing and will use majority of the proceeds to expand the capacity of the group and to develop the group’s structural engineering business. China Partytime, which designs, develops, produces, sells and markets cosplay products and non-cosplay lingerie, raised approximately HK$188 million (US$24.26m) through its listing. Majority of the proceeds will be used to increase production capacity by constructing two new factory buildings, as well as to set up an e-commerce operation centre and a service and experience centre. Hong Kong corporate partner Judy Lee led both transactions whilst TC & Co and Hastings & Co were the Hong Kong advisers to KPa-BM and China Partytime, respectively.

AZB & Partners is advising International Finance Corp, Sequoia Capital India Investments III, WestBridge Ventures II LLC and Nederlandse Financierings- Maatschappij voor Ontwikkelingslanden NV as the investor selling shareholders in respect of Equitas Holdings Ltd’s IPO of equity shares consisting of a fresh issue of equity shares aggregating up to INR6 billion (US$92.27m) and an offer for sale of up to 15.25 million shares. Partner Madhurima Mukherjee is leading the transaction which was announced on 16 October 2016.

Cyril Amarchand Mangaldas has advised Schlemmer GmBH in respect of two business transfer agreements, one with Tubecraft and the other with Tubicor, both partnership firms constituted under the (Indian) Partnership Act 1932, for the purchase of their business of manufacturing and sale of plastic pipes, tubes, hoses and ancillary fittings. The business is being purchased for a collective amount of INR123 million (US$1.9m). Schlemmer shall be incorporating an Indian subsidiary for the acquisition of the business; the rights and obligations of Schlemmer under the business transfer agreements shall be assigned to such Indian subsidiary. Mumbai corporate partners Vandana Shroff and Smruti Shah led the transaction which is expected to close by end of March 2016. DLA Piper acted as international counsel.

Cyril Amarchand Mangaldas has also advised Viom Networks Ltd, its key and minority shareholders, which include Tata Sons, Tata Teleservices, IDFC Private Equity Fund III, Macquarie SBI Infrastructure Investments Pte Ltd, SBI Macquarie Infrastructure Trust, SREI Infrastructure Finance Ltd, Sunil Kanoria, IDFC Private Equity Fund II and GIC’s Indivest Pte Ltd, in respect of the sale of 51 percent shares and controlling interest in Viom Networks to American Towers Corp for a total cash consideration of INR7,635 crores (US$1.17b). At closing, Tata Teleservices will retain a part of its holding, with Macquarie SBI Infrastructure Investments, SBI Macquarie Infrastructure Trust and IDFC PE Fund III retaining certain interests. Under the agreement, American Tower Corp may acquire or be required to acquire all or a portion of the remaining 49 percent ownership stake in Viom Networks. Additionally, the parties have agreed that, post-closing, American Tower Corp’s existing Indian portfolio of approximately 14,000 towers will be merged with Viom Networks’ portfolio of 42,200 wireless communications towers and 200 indoor distributed antenna systems across India. Mumbai corporate partner Ashwath Rau, along with competition law partner Nisha Kaur Uberoi and dispute resolution partner Indranil Deshmukh, led the transaction which was signed on 21 October 2015 and is expected to close by 31 July 2016. American Towers Corp’s international counsel was Clifford Chance.

Khaitan & Co has advised HCL Technologies Ltd in respect of the acquisition of the external IT business relating to provision of IT infrastructure, mainframe services and application operation services from the Volvo Group for US$138 million. In addition, HCL has entered into a letter of intent with the Volvo Group for undertaking an outsourcing engagement for its IT infrastructure and operations services for five years. HCL Technologies is an IT & IT services company that offers services, including IT consulting, enterprise transformation, remote infrastructure management, engineering and R&D, and business process outsourcing. Partner Joyjyoti Misra led the transaction.

Khaitan & Co has also advised Nitin Lifesciences Ltd and its promoters in respect of the sale of 74 percent stake to Recipharm AB Sweden for approximately US$103 million. Recipharm is a leading contract development and manufacturing organisation in the pharmaceutical industry which offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material including API and pharmaceutical product development. Recipharm manufactures more than 400 different products to customers ranging from big pharma to smaller research and development companies. Partner Kalpana Unadkat led the transaction.

Latham & Watkins has advised AMD in respect of a joint venture with Nantong Fujitsu Microelectronics Co Ltd (NFME). The JV combines AMD’s high-volume assembly, test, mark, and pack facilities and experienced workforce in Penang, Malaysia and Suzhou, China with NFME’s established outsourced semiconductor assembly and test expertise. Valued at US$436 million, the transaction is expected to close in the first half of 2016, pending successful completion of regulatory approvals. Silicon Valley partners Tad Freese and Anthony Klein, supported by partners Kenneth Chan, Abbott “Tad” Lipsky, Hector Armengod and Samuel Weiner, led the transaction.

Luthra & Luthra has advised in respect of the agreement by Reliance Mutual Fund, through its asset manager Reliance Capital Asset Management Company, to acquire the schemes of Goldman Sachs Mutual Fund. The deal was valued at US$37.5 million and is expected to close by 31 March 2016. Upon closure, Reliance shall become India’s largest exchange traded fund and also has a majority market share in Gold schemes. The deal also assists Reliance in posting a direct challenge to the second position in the mutual fund business in India. Partners Bikash Jhawar, G R Bhatia and Abdullah Hussain led the transaction.

Luthra & Luthra has also advised American Tower Corp (ATC) in respect of its acquisition of majority shareholding in Viom Networks Ltd from its existing promoters Tata Group and SREI Group, certain existing private equity investors and individual shareholders. The enterprise value of the deal is approximately INR21,000 crores (US$3.23b), which includes debt of around INR6,500 crores (US$1b). ATC has agreed to acquire 51percent shareholding in Viom for a total cash consideration of INR7,635 crores (US$1.17b), making it one of the largest M&A transaction in recent times. Completion of the deal is subject to requisite regulatory approvals. Partner Kanchan Sinha, supported by partner Anshul Jain, led the transaction on which Clifford Chance and AZB & Partners also advised. Cyril Amarchand Mangaldas advised Viom and its primary shareholders.

Rodyk & Davidson has advised SGX-listed SHS Holdings Ltd in respect of the sale of its entire interests in the TAT Group and Axxmo International Pte Ltd, which collectively operate a distribution business for refined petroleum products, to Brenntag (Holding) BV, a subsidiary of German chemical distribution company Brenntag AG, for approximately S$100 million (US$71.7m). Corporate partner Ng Eng Leng, supported by partner Barry Koh, led the transaction.

Rodyk & Davidson has also advised Sim Lian (Anchorvale) Pte Ltd, a subsidiary of Sim Lian Group, in respect of the tender purchase of residential land at Anchorvale Crescent for S$157.8 million (US$113m). The land is slated for executive condominium development which is aimed at a sandwiched class of citizens with newly-raised monthly salary ceiling of S$14,000 (US$10,037). Real estate partner Lee Liat Yeang led the transaction.

Shook Lin & Bok has acted as Singapore counsel for Clinigen Group plc, a UK-based specialty global pharmaceutical company, in respect of its acquisition of the Link Healthcare group of companies, a specialist pharmaceutical and medical technology business focused on the Asia, Africa and Australasia region, on a cash-free debt-free basis for an initial consideration of £44.5 million (US$68m) and a maximum consideration of approximately £100 million (US$153m), based on achievement of milestones. Partner Michelle Phang led the transaction.

Skadden is acting as US counsel for Youku Tudou Inc in respect of the review and evaluation of a nonbinding proposal dated 16 October 2015 from Alibaba Group Holding Ltd for a “going-private” transaction. In the proposed transaction, Alibaba would acquire all of the outstanding ordinary shares of Youku Tudou, including ordinary shares represented by American depositary shares (each representing 18 ordinary shares of Youku Tudou), that are not already owned by Alibaba. The transaction is expected to be worth US$5.6 billion, based on the current proposed offer price. NYSE-listed Youku Tudou is a leading multi-screen entertainment and media company in China and is China’s leading Internet television platform. Partners Julie Gao and Michael Gisser are leading the transaction.

Stephenson Harwood (Singapore) Alliance has advised Digicel Group Ltd in respect of the regional aspects of the sale of its controlling 75 percent stake in Digicel Asian Holdings Pte Ltd, the indirect parent of its Myanmar tower operations, to edotco Group Sdn Bhd, a subsidiary of the Axiata group. The transaction remains subject to customary closing conditions and the receipt of relevant regulatory approvals. Digicel Group is a leading provider of wireless communications services in the Caribbean, Central America and Oceania regions, operating in 33 local markets. Singapore corporate partner Tom Platts led the transaction on which Davis Polk & Wardwell also advised. Myanmar law advice was provided by Hnin Ei Ei Aung of U Tin Yu & Associates, Stephenson Harwood’s associated firm in Myanmar.

Stephenson Harwood (Singapore) Alliance, in conjunction with the firm’s corporate team in Shanghai, has also advised Jungheinrich AG in respect of its acquisition of the MIAS Group. The transaction completed on 1 October 2015, following approval by the German Federal Cartel Office and the Austrian competition authorities. Jungheinrich is one of the world’s leading companies in the material handling equipment, warehousing, and material flow engineering sectors. With the acquisition of the MIAS Group, Jungheinrich expects to expand its technology portfolio in the field of automated warehouse solutions. The MIAS Group is an intralogistics equipment manufacturer in the field of warehousing and transportation technology. It specialises in telescopic tables for pallets and stacker crane and load handling technology products with locations in Germany, Hungary, Singapore, China, the US and Italy. Corporate partners Tom Platts, Elaine Beh (Singapore) and CF Lui (Shanghai) led the transaction on which Heuking Kühn Lüer Wojtek also advised.

Sullivan & Cromwell has represented China Mobile Ltd in respect of its agreement with CMC (China), China Unicom, China Telecom and China Reform Corp to sell their telecommunications towers and related assets to China Tower. Hong Kong corporate partner Kay Ian Ng led the transaction which was announced on 14 October 2015.

Sullivan & Cromwell has also represented Goldman Sachs International as financial adviser to Pirelli & C SpA (Italy) in respect of China National Chemical Corp and China National Tire & Rubber Corp Ltd’s investment in Pirelli. Corporate partners Richard C Morrissey (London) and Steve Kotran (New York) led the transaction which was announced on 22 March 2015.

Veritas Legal has represented Recipharm AB, a publicly listed Swedish corporation, in respect of a share purchase agreement for the acquisition of 74 percent of Nitin Lifesciences Ltd, an Indian pharma contract manufacturing company, for INR671.2 crores (US$103m). Recipharm will have the option to acquire the remaining shares in Nitin whilst current owners will have the option to sell to Recipharm their remaining shares in Nitin in the future. Recipharm is a leading European pharma contract development and manufacturing organisation. Partner Nandish Vyas led the transaction. Khaitan & Co, led by partner Kalpana Unadkat, represented the promoters of Nitin Lifesciences.

Weerawong C&P has represented leading condominium project developer Origin Property Public Company Ltd in respect of its corporate restructuring and IPO of 150 million newly-issued shares valued at β1.35 billion (US$38m). Trading commenced on the Stock Exchange of Thailand on 7 October 2015. The funds will reinforce Origin Property’s climb to a top-three condominium project developer with new projects in strategic areas. Kasikorn Securities Public Company Ltd acted as financial advisor and underwriter. Partner Peangpanor Boonklum led the transaction.

WongPartnership has acted as Singapore counsel for TPG Capital-led consortium, which includes Hong Kong SAR private equity firm PAG Asia Capital and Canada’s Ontario Teachers’ Pension Plan, in respect of the financing relating to its acquisition of Cushman & Wakefield, a leading global commercial real estate services firm, for approximately US$2 billion. Partners Christy Lim and Tan Beng Lee led the transaction.

WongPartnership has also acted for Olam International Ltd in respect of the subscription by Mitsubishi Corp of approximately 332.7 million ordinary shares in Olam for approximately S$915 million (US$656.2m). Joint managing partner Ng Wai King and partners Audrey Chng and James Choo led the transaction.