Allen & Gledhill has acted as transaction counsel to DBS Bank, Oversea-Chinese Banking Corporation and The Bank of New York Mellon Hong Kong Branch on the establishment of a US$5 billion multicurrency loan programme, and the inaugural series of US$950 million dual currency term and revolving credit facilities under the Programme by Mapletree China Logistics Investment Trust, a fund sponsored by Mapletree Investments. The facilities are to finance, among other purposes, the fund’s acquisition and development of logistics real properties in China. Partner Lim Wei Ting led the firm’s team in the transaction.
AZB & Partners has advised Larsen & Toubro (L&T) on its sale of 51 percent equity stake held in L&T Infrastructure Development Projects to Epic Concesiones, a portfolio company of Infrastructure Yield Plus II, an infrastructure fund managed by Edelweiss Alternatives. Partners Gautam Ganjawala and Qais Jamal led the firm’s team in the transaction, which was valued at approximately Rs27 billion (US$326m) and was completed on December 15, 2022.
AZB & Partners has also advised Yes Bank on the acquisition of up to 20 percent equity stake in Yes Bank by CA Basque Investments, a fund of Carlyle Group, and Verventa Holdings, an affiliate of Advent. Partners Zia Mody, Vaidhyanadhan Iyer and Gautam Ganjawala led the firm’s team in the transaction, which was valued at approximately Rs89 billion (US$1.1b) completed on December 13, 2022.
Baker McKenzie has assisted BIM Group and ACEN Corporation on successfully securing a US$107 million financing package from Asian Development Bank (ADB) for BIM Wind Power to support the operation of an 88-megawatt wind farm in Ninh Thuan Province, Vietnam. In addition, BIM Wind has also been granted US$5 million from the Goldman Sachs and Bloomberg Philanthropies-backed Climate Innovation and Development Fund, which will be used for initiatives related to environmental and social safeguards. The power plant is expected to help Vietnam reach its clean energy and climate action targets by offsetting about 215,000 tons of carbon dioxide annually. BIM Wind is jointly owned by ACEN Corporation, through its subsidiary ACEN Vietnam Investments, and the BIM Group, through its subsidiary BIM Energy Holding Corporation. BIM Group is one of the largest private conglomerates in Vietnam, with interests in real estate, hospitality, agriculture, aquaculture, renewable energy and consumer services. ACEN is a subsidiary of Ayala Corporation, one of the largest and most diversified conglomerates in the Philippines. Partner Oanh Nguyen and Singapore member firm Baker McKenzie Wong Leow principal Andrew Zaw led the firm’s team in the transaction.
Baker McKenzie has also acted as US and Hong Kong counsel for the underwriters, comprising of China International Capital Corporation Hong Kong Securities, CCB International Capital, BNP Paribas Securities (Asia), CLSA, China Merchants Securities (HK), ZMF Asset Management, Futu Securities International (Hong Kong) and Yue Xiu Securities on the global offering and Hong Kong listing of OrbusNeich Medical Group Holdings, a major global medical device manufacturer specializing in interventional instruments for percutaneous coronary intervention (PCI) and percutaneous transluminal angioplasty (PTA) procedures, with its products sold to over 70 countries and regions worldwide. The net proceeds raised from the global offering, which reached approximately HK$366.8 million (US$47m), will be used for the development and commercialization of its pipeline products, expansion of the company’s production capacities, strategic acquisitions, working capital and other general corporate purposes. OrbusNeich Medical is one of the first movers as an issuer headquartered in the Hong Kong Science Park that has successfully pursued listing in Hong Kong, and such listing will likely encourage and prompt more listings of biopharma and medical devices issuers that are operating or conducting their research from the Hong Kong Science Park or in Hong Kong. Hong Kong partners Christina Lee (co-head of the capital markets practice in Hong Kong and Mainland China) and Ivy Wong led the firm’s team in the transaction.
Clifford Chance has advised the joint sponsors Morgan Stanley and Haitong International on the IPO and listing in Hong Kong of Sipai Health Technology (also known as Medbanks). Sipai Health currently runs three highly synergistic business lines, namely specialty pharmacy business, physician research assistance and health insurance services, building an integrated health management network that connects the stakeholders and aspires to lead to digital transformation of the healthcare industry in China. Partners Fang Liu and Christine Xu led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has advised Amagi Media Labs and its promoters on the investment by General Atlantic in the Series F fundraising of Amagi Media. The transaction, which was valued at approximately US$100 million, involved primary share subscription and secondary purchases. General corporate practice partner Trayosha Darapuneni led the firm’s team in the transaction, which was signed on October 19, 2022 and closed on November 10, 2022. Bharucha & Partners acted for General Atlantic.
Cyril Amarchand Mangaldas has also advised V-Guard Industries on its proposed acquisition of 100 percent stake in Sunflame Enterprises for an aggregate value of Rs6.6 billion (US$79.7m), on a cash-free debt-free basis, subject to closing adjustments. V-Guard is a consumer electrical and electronics major in India, while Sunflame is a significant player in the domestic kitchen appliances segment. M&A head partner Akila Agrawal, supported by partners Pallavi Rao (intellectual property), Richa Mohanty Rao (employment law) and Vijay Pratap Singh Chauhan (competition law) led the firm’s team in the transaction, which was signed on December 9, 2022, while the closing is subject to completion of customary conditions precedent.
IndusLaw has advised PhonePeSingapore and PhonePe India on the completion of the full ownership separation of PhonePe from Flipkart1. As part of this transaction, existing Flipkart Singapore and PhonePe Singapore shareholders, led by Walmart, have purchased shares directly in PhonePe India. The transaction completes the move to make PhonePe a fully India-domiciled company, a process that had started earlier this year. The PhonePe group was acquired by the Flipkart group in 2016, and today is India’s largest digital payments platform. The company has over 400 million registered users, and has successfully digitized more than 35 million offline merchants across the country. The transaction involved a series of transfers from PhonePe Singapore to its shareholders and certain shareholders of Flipkart of shares in PhonePe India. Partners Saurav Kumar and Rohit Ambast, supported by competition partners Unnati Agrawal and Avimukt Dar, led the firm’s team in the transaction. Hogan Lovells represented PhonePe Singapore and Walmart, while Cooley represented the founder.
Skadden has advised Kanzhun on the dual primary listing of its Class A ordinary shares, via introduction in Hong Kong. The largest online recruitment platform in China, Kanzhun operates the BOSS Zhipin mobile app. Kanzhun’s American depositary shares, each representing two shares of the company, remain listed and traded on the Nasdaq. The shares listed in Hong Kong are fully fungible with the ADSs listed on the Nasdaq. Trading in Hong Kong commenced on December 22, 2022. Partners Shu Du and Paloma Wang led the firm’s team in the transaction.
Trilegal has advised Infrastructure Yield Plus II, a fund managed by Edelweiss Alternatives, on the acquisition of 100 percent equity stake in L&T Infrastructure Development Projects (IDP) from Larson & Toubro and CPPIB Investments. The total transaction value is approximately Rs27.2 billion (US$328.2m), before closing adjustments and other terms of the transaction. The IDP portfolio comprises eight roads and one power transmission asset in India spanning 4,900 lane kms and 960 circuit kms, respectively. Partners Neeraj Menon (projects) and Kunal Chandra (corporate), supported by partners Nisha KaurUberoi (national competition practice head), Nayantara Nag (projects), Ameya Khandge (banking and finance), Atul Gupta (labour and employment), Shruti Rajan (financial regulatory), Bhakta Patnaik (capital markets) and Rudresh Singh (competition), led the firm’s team in the transaction. AZB & Partners acted for L&T and IDP, while Cyril Amarchand Mangaldas acted for CPPIB Investments.
Trilegal has also advised the merchant bankers Kotak Mahindra Capital, CLSA India and IIFL Securities on the IPO by Sula Vineyards of equity shares, which comprised an offer for sale aggregating to Rs9.6 billion by the promoter, investors and other shareholders. This was the first public offering by a pure-play wine business in India. The IPO served as a platform for partial exits by its existing investors, and added another scrip to the alco-bev sector on Indian bourses for public investment. Sula is India’s largest wine producer and seller, and has been a consistent market leader in the Indian wine industry, in terms of sales volume and total revenue. With wineries situated in Maharashtra and Karnataka, Sula produces 56 different labels of wine. It also imports and distributes 21 international labels, comprising vodka, wine and brandy, including Beluga and Le Grand Noir. Sula is one of the first companies to file an offer document post notification of the detailed valuation disclosure norms by SEBI. The transaction also involved advisory on matters pertaining to exchange control, marketing restrictions, and corporate governance. It was also one of the first deals to have successfully obtained an exemption from SEBI from disclosure of certain promoter group members, post the notification of a stringent framework by SEBI in this regard. Partner Richa Choudhary led the firm’s team in the transaction.
TT&A has acted as Indian counsel to United States International Development Finance Corporation (DFC) on the un-funded guaranty provided by DFC to the Hongkong and Shanghai Banking Corporation (HSBC) for up to US$10 million under the structured obligations framework, in relation to the loans to be provided by HSBC to Punjab Renewable Energy Systems and PRES Oorja. PartnersGautam Saha, Pallavi Meena and Pragya Sood led the firm’s team in the transaction.
TT&A has also advised Citibank NA as an investor on the issuance of rated, listed, unsecured, redeemable non-convertible debentures of Rs8 billion (US$96.6m) by Vedanta, a company listed on the Indian stock exchanges and a subsidiary of Vedanta Resources. The proceeds of this issuance will be utilised by Vedanta for capital expenditure, refinance and general corporate purposes. Partner Rahul Gulati led the firm’s team in the transaction.
WongPartnership is acting for a global investment firm on the plans for a new partnership to decarbonise rice cultivation. The firm intends to build an agritech start-up to identify strategies to reduce greenhouse gas emissions in rice cultivation, which includes economic incentives to drive the adoption of sustainable cultivation techniques. Partner Mark Choy is leading the firm’s team in the transaction.
WongPartnership is also acting for ESR-Logos Funds Management(S), as manager of ESR-Logos REIT, on ESR-Logos REIT’s divestment of an aerospace training facility for approximately S$7.1 million (US$5.3m). The divestment is expected to be completed in the second quarter of 2023, subject to the approval of JTC Corporation. Partner Serene Soh is leading the firm’s team in the transaction.
