Deals – September 7, 2016

Allen & Overy has advised the Ministry of Finance of the Republic of Poland on its issue of Rmb3 billion (US$449.3m) panda bonds, the first European sovereign to issue renminbi-denominated bonds in China’s domestic capital markets and Poland’s first renminbi-denominated issuance. The bonds were underwritten by Bank of China and HSBC Bank. Warsaw international capital markets partner Piotr Lesinski led the transaction.

AZB & Partners is advising Sealink Capital Partners, through its investing entities, on its acquisition of a minority stake in Nephrocare Health Services. Partner Ashwin Ramanathan is leading the transaction, which was signed on August 29, 2016 and is yet to be completed.

AZB & Partners has also advised Voonik Technologies on its acquisition of a part of the assets and employees of Dekkoh Innovation Technologies. Partner Chetan Nagendra led the transaction, which was completed on August 24, 2016.

Bird & Bird is advising Shanghai-listed Beijing Xinwei Technology Group (Xinwei) on its acquisition of the full share capital of Space-Communication (Spacecom) for US$285 million. An Israeli global fixed satellites operator listed on the Tel Aviv Stock Exchange (TASE), Spacecom operates the Amos Satellites fleet, currently consisting of three satellites. Spacecom provides broadcasting and communications services through the marketing of space segments on its Satellite fleet. Xinwei, a Chinese conglomerate with global operations providing solutions to telecom providers, is active in the cellular communication field, equipment sales and communication satellites. Upon completion of the transaction, Spacecom’s shares will be delisted from the TASE and it becomes a private company fully owned by Xinwei. Beijing partners John Shi and Shan Lai, assisted by partners Joanne Wheeler (London) and Anne Federle (Brussels), are leading the transaction, which was signed on August 24, 2016 and is subject to approval from the Israeli government and non-objection from the US government.

Clayton Utz is advising SR Residential on its entry into a scheme implementation agreement with ASX-listed Simonds Group. Under the agreement, SR Residential, which is jointly controlled by associates of Roche Holdings and Simonds Family Office (SFO), will acquire all of the outstanding shares in Simonds Group that are not already held by SFO through a scheme of arrangement. Subject to shareholder approval, court approvals and other conditions, the scheme is expected to be implemented by mid-November 2016. If the scheme is approved, Simonds Group shareholders will receive A$0.40 (US$0.307) cash for each Simonds Group share, implying an enterprise value of approximately A$80 million (US$61.4m). Melbourne corporate partner John Brewster is leading the transaction, which was announced on August 31, 2016.

Clyde & Co has advised Direct Asia Insurance (Holdings), a Singaporean subsidiary of the Hiscox Group, on the sale of the Hong Kong division of its DirectAsia business to Well Link Group Holdings. Counsel Kevin Martin, supported by Singapore partner Ian Stewart, led the transaction, which has received regulatory approval from the Office of the Commissioner of Insurance in Hong Kong. The Well Link Group was advised by Jacqueline Lee of LLF.

Cyril Amarchand Mangaldas has acted as Indian counsel to Sony Pictures Networks India (SPN) and its affiliates in respect of entering into definitive agreements to acquire TEN Sports Network from Zee Entertainment Enterprises and its subsidiaries for US$385 million. TEN Sports Network, comprising of TEN 1, TEN 1 HD, TEN 2, TEN 3, TEN Golf HD, TEN Cricket and TEN Sports, operates in several countries, including the Indian sub-continent, Maldives, Singapore, Hong Kong, Middle East and the Caribbean. The acquisition will add South Asia’s leading sports network to SPN’s existing portfolio of channels and consolidate sports broadcasting rights in India between Star India and SPN. Mumbai corporate partner Jaya Singhania, assisted by competition law partner Bharat Budholia, led the transaction, which was signed on August 31, 2016 and expected to close in the next six months. Zee Entertainment and its wholly-owned subsidiaries were represented by Luthra & Luthra.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Fuji Electric on its proposal to invest and carry on the business of engineering, design, procurement, assembling and selling of DC drives and control systems in partnership with the promoters of Gemco Controls, a public limited company in India engaged in the business prior to completion of the transaction. The transaction involved incorporating a new private limited company by the promoters, transferring the business into the new company thru a business transfer agreement and subsequent investment by Fuji into the new company in order for Fuji to hold 51 percent of the new company and the promoters to hold the remaining 49 percent thru a share subscription agreement and a joint venture agreement. The JV agreement was executed on March 14, 2016. The share subscription and JV agreements were executed on August 19, 2016 and the transaction closed on August 24, 2016. New Delhi corporate partner Harsh Kumar led the transaction while Anderson Mori and Tomotsune, led by partners Ryo Kotoura and Hideto Ishida, acted as international counsel. Tatva Legal, led by Avinash Modi, acted as Indian counsel to the promoters and Gemco Controls.

Davis Polk has advised the underwriters on the Regulation S only offering by Charming Light Investments of its US$650 million 2.375 percent notes due 2021 issued under China Orient’s US$4 billion medium-term note program. Charming Light is a wholly-owned subsidiary of China Orient Asset Management whose ultimate parent is the Chinese Ministry of Finance. China Orient is one of the leading asset management companies in China offering a broad range of financial services and products. Partner Paul Chow led the transaction.

Davis Polk has also advised the underwriters on a Rmb1 billion (US$149.8m) Regulation S offering by Fantasia Holdings Group of its 9.5 percent senior notes due 2019 to be consolidated and form a single class with the Rmb600 million (US$89.9m) 9.5 percent senior notes due 2019 issued by Fantasia Holdings on May 4, 2016. Fantasia Holdings is a leading property developer and property-related service provider in China. Partner William Barron led the transaction.

Dhir & Dhir Associates has acted as lender’s counsel for the consortium of lenders led by Indian Renewable Energy Development Agency on the approximately Rs3.8 billion (US$57.3m) financial assistance to Photon Surya Kiran to partly finance the setting up of the 70MW solar power grid-connected project at Solar Park at Varavukaval, Challakere, District Chitradurga in the state of Karnataka. Partner Girish Rawat led the transaction.

HSA Advocates has advised the Government of Goa on the structuring, documentation and bid process management for the development, operation and maintenance of the greenfield international airport at Mopa, North Goa, through a public private partnership. GMR Airports won the bid conducted on August 27, 2016 to develop the greenfield airport by offering the highest revenue share of 36.99 percent. The two other bidders, Airports Authority of India and Essel Infraprojects (with Incheon International Airport as consortium partner), quoted 32.31 percent and 27.1 percent revenue share, respectively. The other shortlisted bidders, GVK Group and Voluptas Developers (Hiranandani group), did not submit bids. Partner Anjan Dasgupta, assisted by partner Harsh Arora and associate partner Soumya Kanti De Mallik, led the transaction.

HSA Advocates has also represented Vizhinjam International Seaport (VIS) on defending the Environmental Clearance (EC) granted to VIS before the National Green Tribunal (NGT). The NGT passed an order on September 2, 2016 dismissing the petitions filed against the EC granted for Vizhinjam Port being developed by VIS under the public private partnership route in the State of Kerala. The present project is the first deep water trans-shipment port in India with multiple economic benefits promising to accrue to the local economy of Kerala as well as the country. Founding partner Hemant Sahai, supported by partner Sakya Singha Chaudhuri, led the transaction.

J Sagar Associates has advised Spring Healthcare India Trust, Kalaari Capital Partners II and Aarin Capital Partners on a Series C fund-raising by Vyome Biosciences. Vyome conducts research and development in the field of dermatology, bio-technology, infectious diseases and nanotechnology, and develops dermatology platforms and products for commercial exploitation. In its third round of fund-raising, Vyome raised approximately Rs870 million (US$13m) by issuing Series C preference shares to its existing investors Kalaari, Aarin, Spring and two new investors, namely privately owned hedge fund Perceptive Advisors and private equity fund Romulus Vyome Special Opportunity. Partner Aashit Shah led the transaction. Vyome was advised by ANB Legal while Perceptive was advised by Tannenbaum Helpern Syracuse & Hirschtritt and Advaya Legal.

J Sagar Associates has also advised Bertelsmann Nederland as the lead investor in the securities of Ruptub Solutions (Treebo) as part of a Series B funding round aggregating to about Rs1.12 billion (US$16.9m). Other investors in the Series B funding round included existing investors Matrix and SAIF Partners. Treebo is a Bengaluru-based technology-enabled chain of budget accommodation properties. Partner Raj Ramachandran led the transaction. The promoters were represented by Samvad Partners.

Khaitan & Co has advised Gauss Networks and its shareholders, including foreign investor Velo Partners, on Delta Corporation’s acquisition of 100 percent of Gauss by purchasing 25.99 percent shares from Gauss’s existing shareholders and amalgamating Gauss into Delta, resulting in the issuance of redeemable preference shares and optionally convertible preference shares to Gauss shareholders for approximately US$31.3 million. Delta is the largest and only listed company within the gaming and hospitality segment in India. It possesses three out of the six issued offshore gaming licenses in Goa. Partners Ganesh Prasad and Sharad Moudgal, supported by partner Bijal Ajinkya, led the transaction.

Khaitan & Co has also advised Hon Hai Precision Industry (Foxconn Group) on the India leg of a mandatory offer to buy a 25 percent stake in Sharp India, pursuant to indirect acquisition of substantial shares by the Foxconn Group and certain others for a total global deal value of US$5.8 billion. Foxconn Group is a Taiwanese multinational electronics contract manufacturing company. Partner Arindam Ghosh and associate partner Moin Ladha, assisted by partner Avaantika Kakkar, led the transaction.

Luthra & Luthra has advised Nutanix on the global acquisitions of Calm.io and PernixData. Nutanix is a global provider of enterprise compute and storage data center infrastructure. Calm provides DevOps automation platform for modern environments comprised of containers, clouds and microservices. PernixData makes a data storage accelerator and scale-out analytics engine for virtualized data centers. The acquisitions will help Nutanix to speed up the delivery of an enterprise cloud platform. Partner Shinoj Koshy led the transaction.

Luthra & Luthra has also represented ANI Technologies (Ola) in a petition filed by Magic Sewa and Anr before the High Court to direct the respondent to prosecute the unlicensed taxi and auto rickshaw aggregators who are violating the Motor Vehicle Act. Other allegations put to Ola include that it both overcharges and undercharges fares in violation of regulations, and that Ola also charges “peak time” or “surge prices”, which is not provided for under the law. The Court directed Ola not to charge beyond the rate fixed by the state government, but it allowed Ola to give discounts or charge a lower rate than what is fixed by the state government. Senior partner Vijay Sondhi led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Xinyuan Real Estate on its issue of US$300 million 8.125 percent guaranteed notes due 2019 guaranteed by certain of its subsidiaries. The notes are listed on the SGX-ST. The issuer is a New York-listed real estate developer and property manager primarily doing business in China. Partner Derrick Kan led the transaction while Sidley Austin acted as Hong Kong and US counsel. Shearman & Sterling acted as US counsel to the initial purchasers, comprised of Merrill Lynch International, Deutsche Bank, Barclays and CCB International Capital.

MinterEllison and Russell Kennedy have advised Davies Collison Cave (DCC) and FPA Patent Attorneys (formerly Freehills Patent Attorneys), respectively, on the restructuring of their businesses in connection with QANTM Intellectual Property’s A$147 million (US$112.8m) IPO and ASX listing, which were completed on August 31, 2016. QANTM is the owner of DCC and FPA Patent Attorneys, two of Australia’s leading IP firms, which provide services in relation to the creation, protection, commercialisation, enforcement and management of IP rights to Australian and international clients. QANTM is expected to be Australia’s second-largest IP service provider in terms of patent filings. DCC is one of the largest patent and trade mark attorney firms in Australia, with a history that can be traced back to 1879. Partner Nick Broome (M&A), supported by partners James Hutton (M&A), Adrian Varrasso (tax), Karl Blake (human resources), Justin Fahey (corporate) and John Riley (tax), led the MinterEllison team. Principal Rohan Harris (M&A), supported by principal Libby Pallot (workplace relations & employment), led the Russell Kennedy team.

Norton Rose Fulbright has advised Hong Kong-listed Armada Holdings (formerly known as SCMP Group) on the HK$1.57 billion (US$202.4m) sale of approximately 74.19 percent of the issued shares in Armada by Kerry Media, Armada’s controlling shareholder, to Great Wall Pan Asia International Investment. The firm’s Hong Kong office also advised Armada on its HK$930 million (US$120m) sale of the entire equity interest of one of its subsidiaries, Coastline International, to Wealth Luck Holdings as one of the conditions precedent to the acquisition. Great Wall’s acquisition triggers the mandatory unconditional general offer for Armada under the Hong Kong Takeovers Code and the offer will be made by a subsidiary of Great Wall for all the issued shares, other than those already owned or agreed to be acquired by Great Wall and its concert parties. The offer is expected to resolve the three-year suspension of trading of shares in Armada, which was caused by a lack of public float. Wealth Luck is a wholly-owned subsidiary of Kerry Properties, an indirect non-wholly-owned subsidiary of the controlling shareholder of Kerry Media. The sole asset held by Coastline International is an investment property known as TV City. The disposal constitutes a major and connected transaction under the Hong Kong Listing Rules and a special deal under the Hong Kong Takeovers Code. Hong Kong partners Jon Perry and Emma de Ronde led the transaction.

Rajah & Tann Singapore has acted for Vertex Asia Fund (Singapore) as the lead investor on the Series B Plus round of fundraising for social dating app Paktor. Other investors include Majuven Fund 1, Convergence Capital 1 Holding, Media Nusantara Citra and YJ2 Investment Partnership. Partner Brian Ng led the transaction.

Rajah & Tann Singapore is also acting for SunEdison Semiconductor, a Singapore company listed on the Nasdaq, on its proposed acquisition by GlobalWafers. Subject to the necessary approvals, the proposed acquisition will be effected by way of a scheme of arrangement under which all of SunEdison’s issued shares will be transferred to Global Wafers for US$12 per share. Based on the share price and including its outstanding indebtedness, SunEdison is valued at approximately US$683 million. Upon completion of the scheme, SunEdison will be delisted from the Nasdaq. Partners Lawrence Tan, Low Poh Ling, Tan Su Yin and Hoon Chi Tern are leading the transaction. WongPartnership, led by partners Andrew Ang and Quak Fi Ling, is acting for Nomura Singapore as the Singapore financial advisers to GlobalWafers.

Shearman & Sterling and Shardul Amarchand Mangaldas have advised General Electric (GE) on the sale of its commercial lending and leasing businesses in India, namely GE Capital Services India and GE Money Financial Services, to a consortium of former GE Capital management backed by AION Capital Partners. Both GE Capital and GE Money offer services including corporate loans and equipment leasing, as well as financings for healthcare equipment, aircraft and auto lease in India. The buying consortium comprises former GE Capital executives Pramod Bhasin and Anil Chawla and AION Capital, a joint venture between ICICI and Apollo. The completion of the sale in India marks an important step for this strategic global divestment, allowing GE to focus on its core manufacturing business. Shearman & Sterling Singapore M&A partner Sidharth Bhasin, assisted by London partners Korey Fevzi (finance), Simon Letherman (tax) and Jeremy Kutner (M&A), led the transaction. Cyril Amarchand Mangaldas and Allen & Overy advised Pramod Bhasin and Anil Chawla’s fund Plutus Financials and Aion Capital.

Siam City Law has advised on a consortium agreement between utilities management services firm Global Utilities Services and Veolia Water (Thailand), a division of French company Veolia Environment, the world’s largest supplier of water services, for the purchase of bid documents on the hiring through e-auction system from the Provincial Waterworks Authority. Partner Nilobon Tangprasit led the transaction.

Siam City Law has also advised Global Utilities Services in respect of a contract on hire of work for water system supervision, operation and management at Suvarnabhumi Airport with Airports of Thailand. The transaction deals with the provision of service on the supervision of the Wastewater Treatment Plant, Recycled Water Distribution and Production Plant, Aircraft Sewage Disposal Building and Soil Bed Plant, Wastewater Collection System, Water Supply Plant and Drain Culverts Plant at Suvarnabhumi Airport. The contract price for the project is over Bt80 million (US$2.3m).

Skadden is representing gumi, a leading Japanese mobile entertainment content publisher and developer, on its agreement to set up a joint venture with South Korea-based YJM Games. The new JV will be named Seoul VR Startups and will be established this September. The agreement was announced on August 22, 2016.

SR Legal has advised Rabo Equity-backed LT Foods on the acquisition of Unilever’s India-based rice export business. The deal involved the acquisition of brands and assets in India, the Middle East, Europe and the Americas. The firm also successfully represented LT Foods before the Competition Commission of India in filings mandated by India’s merger control regulations. Partner Praveen Raju led the transaction.

SR Legal has also advised the Kolkata-based Kanodia family on a minority investment into Voler Cars, a leading mobility solution company. Currently, Voler operates its car rental service in New Delhi and Bangalore, and claims to have more than 15,000 customers. Voler plans to use the raised funds to expand its fleet of cars to 1,000 across India during the next 12 months. Partner Praveen Raju also led the transaction.

WongPartnership is acting for Platinum Equity on the proposed acquisition of the foam plastics solutions and flow control device businesses of Broadway Industrial Group for S$150 million (US$111.3m). Partners Andrew Ang, Teo Hsiao-Huey and Jeffrey Lim are leading the transaction.