Allen & Gledhill has advised the Singapore Exchange on the establishment of its S$500 million (US$361.6m) euro-commercial paper programme, arranged by DBS Bank. Partners Margaret Chin, Delwin Singh and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also acted as transaction counsel to AC Ventures, as co-lead investor, on the US$5 million Series A financing of Waste4Change, a waste management platform for companies, individuals and government agencies in Indonesia, which is currently present in 21 Indonesian cities. AC Ventures is a South-east Asian venture capital firm investing in early-stage start-ups focused on Indonesia and ASEAN. Partner Julian Ho led the firm’s team in the transaction, while Soemadipradja & Taher, led by partner Emalia Achmadi, advised on Indonesian law.
AZB & Partners is advising Kohlberg Kravis Roberts & Co and investment funds, vehicles and/or entities managed and/or advised by it or its affiliates on the Rs32 billion (US$391m) acquisition of majority equity stake by Greenlake Asia Holdings II, an affiliate of Kohlberg Kravis Roberts & Co, in Serentica Renewables. Partners Ashwath Rau and Atreya Bhattacharya are leading the firm’s team in the transaction, which was signed on November 7, 2022 and is yet to be completed.
AZB & Partners is also advising SK Capital Partners on its acquisition of 100 percent shareholding of Apotex Pharmaceutical Holdings, which also resulted in acquiring 100 percent of Apotex’s two Indian subsidiaries, namely Apotex Research and Apotex Pharmachem India. Partners Ashwath Rau and Jasmin Karkhanis are leading the firm’s team in the transaction, which was signed on September 22, 2022 and is yet to be completed.
Baker McKenzie has advised F88 Business Joint Stock Company on successfully mobilizing a secured loan of US$50 million from CLSA Capital Partners (HK), through Lending Ark Asia Secured Private Debt Fund, and an additional US$10 million from the UK’s Lendable. F88 plans to use the new funds for network development and business scale growth. F88 is a secured lending company in Vietnam that aims to bring affordable, transparent and instant access to financial services for 50 million unbanked and underbanked individuals, and MSMEs that have limited access to credit. Lending Ark is Asia’s leading company in the field of secured private credit. Lendable is a leading provider of financial loans to fintech companies in many frontiers and emerging markets. Partner Oanh Nguyen led the firm’s team in the transaction.
Clifford Chance has advised blockchain-based payment network Partior on its Series A financing and fundraising round, which sees Standard Chartered join Partior’s founding consortium, including DBS Bank, JP Morgan Chase and Temasek. The firm had previously advised the consortium that first established Partior in 2021. The investment accelerates and scales utility of Partior’s open industry platform across global capital markets, with Standard Chartered serving as Partior’s first euro settlement bank, broadening platform currency offerings beyond its first slate of eight global currencies. Partior also recently launched its Hyderabad Development Centre, and remains on track to deliver on its vision to transform global payments, and become the worldwide ledger for financial institutions’ value exchange, having achieved a record end-to-end SG$-US$ settlement in less than 120 seconds in October 2022. Singapore managing partner Valerie Kong, supported by partners Lena Ng (Singapore regulatory), Michael Seaton (US tax), Richard Blewett (antitrust) and Ling Ho (IP), led the firm’s team in the transaction, which is subject to regulatory approvals and other customary closing conditions.
Clifford Chance has also advised SINO-CEEF Capital Management, a market-oriented private equity investment company launched by the Industrial and Commercial Bank of China (ICBC) together with other shareholders, on the establishment of SINO-CEE Fund II in Luxembourg. Fund II builds on the experience of SINO-CEE Fund I, and will focus on investments in Central and Eastern Europe, particularly in the infrastructure, advanced manufacturing and consumer sectors, with a fund size targeted at €600 million (US$619.5m). The firm also previously advised ICBC on the establishment of SINO-CEE Fund I in 2016. Partners Ying White (Beijing), Paul Van den Abeele (Luxembourg) and Geoffrey Scardoni (Luxembourg) led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has advised General Electric on the India leg of the sale of its Steam Power’s nuclear activities to Électricité de France (EDF), a French state-owned electric utility company. M&A head partner Akila Agrawal and partner Navin Kumar, supported by real estate partner Mudit Shah, led the firm’s team in the transaction, which is expected to close in the second half of 2023, and is subject to customary closing conditions, including regulatory approvals.
Herbert Smith Freehills and its associate firm Hiswara Bunjamin & Tandjung (HBT) have advised China’s Silk Road Fund on a strategic partnership with Kimia Farma, jointly with Indonesia Investment Authority (INA). Indonesia’s vice minister of state-owned enterprises Pahala Mansury attended the signing ceremony on the stage of the B20 Indonesia in Bali on November 13, 2022. As part of the partnership, Silk Road Fund and INA will participate in a planned rights issuance in Kimia Farma, and invest in its subsidiary Kimia Farma Apotek. Beijing corporate partner Monica Sun led the firm’s cross-border team in the transaction. In Jakarta, HBT partners Stephanie and Cellia Cognard advised on Indonesian law aspects of the transaction, with HBT partner Santi Darmawan advising on foreign investment issues.
JSA has advised Axis Bank, as the investor, and IDBI Trusteeship Services, as the debenture trustee, on a financing via subscription to unlisted, secured, pari passu and senior non-convertible debentures (NCDs) issued by CESC for Rs3 billion (US$36.7m). CESC is a flagship company of the RP-Sanjiv Goenka Group, engaged in the generation and supply of electricity in Kolkata, Howrah and adjoining areas. The NCDs have been issued by CESC on private placement basis, for multiple purposes, including meeting its capital expenditure requirements and incurring general business expenditure. Partner Soumitra Majumdar led the firm’s team in the transaction. Khaitan & Co advised CESC.
JSA has also successfully represented one of the former directors of Karvy Stock Broking (KSB) in proceedings initiated by the Securities and Exchange Board of India (SEBI), in respect of portfolio management activities of KSB. SEBI issued a Show Cause Notice (SCN) to certain directors of KSB. The SCN alleged that these directors were liable for the defaults / violations / non-compliance by KSB of various provisions of the SEBI (Portfolio Managers) Regulations 1993 and certain SEBI circulars. In its order dated November 15, 2022, SEBI exonerated the former director on the ground that there is no evidence / material available to show that these individuals were involved in the active management or day-to-day affairs of the portfolio management activities of KSB. SEBI concluded the proceedings without any adverse observations, and acknowledged the well-settled principle that directors of a company cannot be held vicariously liable for the acts of a company, unless their involvement in the affairs of the company / alleged violations can be established through board processes / other documentary evidence. Partner Vikram Raghani led the firm’s team representing the client.
Khaitan & Co has advised Mahindra and Mahindra Financial Services (MMFS) and Mahindra Insurance Brokers (MIB) on the proposal by MMFS to acquire 20 percent of the share capital of MIB, which is currently held by Inclusion Resources, a downstream subsidiary of AXA XL. The proposed acquisition is subject to IRDAI’s approval and, upon completion, MIB will become a wholly-owned subsidiary of MMFS. A part of the Mahindra Group, MMFS is one of India’s leading non-banking finance companies. Focused on the rural and semi-urban sector, MMFS has over 7.3 million customers and has an AUM of over US$11 billion. Licensed in 2004, MIB is a subsidiary of MMFS and part of the US$19.4 billion Mahindra Group. A licensed Composite Broker (Direct and Reinsurance), MIB is a one-stop-shop for insurance solutions. The company provides direct insurance broking for corporates, small and medium enterprises, retail customers, and a range of products for life and non-life insurance. Partners Bhavik Narsana and Saswat Subasit led the transaction, which was valued at approximately Rs2 billion (US$24.5m) and was announced on October 21, 2022.
Khaitan & Co has also advised Bikaji Foods International on its IPO of equity shares, comprising of an offer for sale of approximately 29.4 million equity shares aggregating up to approximately Rs8.8 billion by Shiv Ratan Agarwal, Deepak Agarwal, India 2020 Maharaja, Intensive Softshare, IIFL Special Opportunities Fund, IIFL Special Opportunities Fund-Series 2, IIFL Special Opportunities Fund-Series 3, IIFL Special Opportunities Fund-Series 4, IIFL Special Opportunities Fund-Series 5 and Avendus Future Leaders Fund I. Executive Director Sudhir Bassi and partner Madhur Kohli led the firm’s team in the transaction, which was completed on November 16, 2022.
Rajah & Tann Singapore is advising Duchess Avenue, as offeror, on its approximately S$2.23 billion (US$1.6b) privatisation of Singapore-listed Golden Energy and Resources, via a conditional exit offer for shares in Golden Energy. Partners Danny Lim and Penelope Loh are leading the firm’s team in the transaction.
Rajah & Tann Singapore has also acted for Hywel Investments, as vendor, on the sale of 100 percent shares of Universal Storage, the holding company of the region’s largest self-storage operator, Extra Space Asia, to a consortium comprising of APG Asset Management and CapitaLand Investment. Partners Norman Ho and Benjamin Tay from the corporate real estate practice group are leading the firm’s team in the transaction, alongside partner Favian Tan from the capital markets / M&A practice group.
Simpson Thacher is representing Blackstone on its acquisition of a majority stake in R Systems International. Blackstone will acquire an approximately 52 percent stake in R Systems from its promoters, and launch a conditional delisting offer. R Systems is a leading provider of digital Information Technology services, and serves customers in the technology, media, telecom and financial services sectors globally. R Systems is a partner of choice for enterprise customers with a strong suite of capabilities in product engineering, artificial intelligence, data analytics, internet of things, robotic process automation and cloud, employing over 4,400 people across 18 delivery centers in North America, Europe, Asia Pacific and India. Partners Ian Ho (Hong Kong-M&A), Lori Lesser (New York-IP) and Greg Grogan (New York-executive compensation and benefits) are leading the firm’s team in the transaction, which is subject to customary closing conditions.
S&R Associates is representing the Flipkart group on its investment in Health ARX Technologies (BeatO), a diabetes care startup, on a Series B funding round led by Lightrock, with participation from HealthQuad and other existing investors. Partners Sudip Mahapatra and Raya Hazarika are leading the firm’s team in the transaction, which is subject to customary closing conditions.
Trilegal has represented TPG Growth IV SF on the block sale of approximately 10.84 million equity shares of FSN E-Commerce Ventures (Nykaa), amounting to approximately Rs2 billion (US$24.5m). TPG was an investor in Nykaa prior to its IPO, and sold its partial stake in the same. The block sale marks its first sale, post expiry of the IPO lock-in period. Morgan Stanley was the placement agent for the block sale. Partner Richa Choudhary led the firm’s team in the transaction.
TT&A has successfully represented Match Group on its complaint against Google for anti-competitive conduct. On October 25, 2022, the Competition Commission of India (CCI) issued an order holding that Google has abused its dominant positions in Android OS and Play Store by imposing a slew of unfair and discriminatory conditions on app developers. The CCI has imposed a provisional penalty of approximately Rs9.4 billion (US$115m) on Google, calculated at seven percent of its revenue from India operations. This is the second such penalty imposed on Google in relation to its Android mobile ecosystem in the last week. The CCI has also issued a number of remedial measures to correct the harms identified, and directed Google to submit a compliance report. Most importantly, the CCI has directed Google not to restrict app developers from using third-party payment processing services in India, and has directed Google not to impose any price or condition which is unfair, unreasonable, discriminatory or disproportionate to the services it provides to app developers. Partner Sonam Mathur led the firm’s team representing the client.
TT&A has also advised Dabur India on its proposed purchase of 100 percent of the share capital of the Badshah Masala from its shareholders, via purchase of 51 percent share capital of the company from certain existing shareholders in the first instance, and purchase of the remaining 49 percent stake, subsequently, based on timelines agreed between parties. The consideration for the 51 percent acquisition is approximately Rs5.9 billion (US$72m), subject to agreed adjustments. This also marks Dabur’s entry into the over Rs250 billion (US$3b) branded spices and seasoning market in India. This acquisition is in line with Dabur’s strategic intent to expand its foods business to Rs5 billion (US$61m) in three years, and expand into new adjacent categories. Senior partner Gautam Saha and partner Swati Chauhan led the firm’s team in the transaction.
WongPartnership is acting for the Independent State of Papua New Guinea on an ICSID arbitration against a Singapore-incorporated company involved in telecommunications infrastructure in Papua New Guinea. The dispute arose out of the State’s imposition of tax measures on companies in the telecommunications sector, resulting in a tax of over US$100 million being levied against the claimant’s subsidiary in Papua New Guinea. Partners KOH Swee Yen , Senior Counsel , Joel QUEK and Alessa PANG are leading the firm’s team in the matter .
WongPartnership has also acted for the borrower, a consortium comprising of Far East Organisation, Perennial Holdings and Sino Land, on the syndicated financing of the acquisition and development of conservation landmark Golden Mile Complex. This commercial building was the first modern, large-scale strata-titled development to be gazetted for conservation for its historical and architectural significance. DBS, Maybank and OCBC were the mandated lead arrangers. Partners Christy Lim and Clarence Kang led the firm’s team in the transaction, together with partner Serene Soh.
