Allen & Gledhill has advised The Hongkong and Shanghai Banking Corporation Singapore Branch, as facility agent for the financing, and the lending and syndication group, which consisted of 17 banks from Australia, Canada, Europe, Japan, Singapore, and the US, on the US$1.8 billion term and revolving loan facilities to Olam Treasury. The proceeds of the facilities will be applied towards the refinancing of Olam Group’s existing loans, working capital and general corporate funding requirements. Partner Julie Sim led the firm’s team in the transaction.
Allen & Gledhill has also advised Malayan Banking Singapore Branch and United Overseas Bank on the S$504 million (US$387m) term loan facility to GES Tradewinds. The facility was used by GES Tradewinds to, among other purposes, finance the acquisition of the property known as Mapletree Anson located in Singapore. Partners Kok Chee Wai and Ernest Teo led the firm’s team in the transaction.
Moreover, Allen & Gledhill has advised the Public Utilities Board (PUB) on the issue of S$325 million (US$249m) 2.502 percent green notes due 2031 under its S$10 billion (US$7.67b) medium term note programme. The notes are intended to be green bonds under PUB’s green financing framework. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.
AZB & Partners is advising Hero Enterprise Partner Ventures on its acquisition, along with other companies, in Homevista Décor and Furnishings (HomeLane). Partners Anil Kasturi and Ashish Pareek are leading the firm’s team in the transaction, which was signed on September 27, 2024 and is yet to be completed.
AZB & Partners has also advised Haier Appliances (India) and its affiliate, Wonder Global (India) Technology Centre on their Rs65 billion (US$774m) acquisition of Carrier Airconditioning & Refrigeration, including the acquisition of the Indian entity Carrier Technologies India. Partners Anil Kasturi and Nandita Govind led the firm’s team in the transaction, which was completed on October 1, 2024.
Baker McKenzie has advised Haier Smart Home, a global leader in consumer electronics and home appliances, on the closing of the acquisition of Carrier Global Corporation’s commercial refrigeration business for an enterprise value of approximately US$775 million on October 1, 2024. The firm assisted Haier Smart Home throughout the nine-month process leading to closing. Marco Marazzi (Milan), together with Margherita Pasi (Milan) and Felix Werner (Frankfurt), supported by Jeff Xu (Shanghai), Koen Bos (Amsterdam), Cynthia Cole (Palo Alto), Lorenza Mosna (Milan), Laura Estrada-Vasquez (New York) and Elise Favier (Paris), led the firm’s multi-jurisdictional team in the transaction.
Chandler MHM has advised Muangthai Capital on the issuance of its US$ social bond, which was subscribed solely by the International Finance Corporation (IFC), a member of the World Bank Group and the largest global development institution focused on the private sector in emerging markets. As a leading non-bank financial institution in Thailand, Muangthai Capital aims to be a leading model in microfinance to support the development of an equitable society. Muangthai Capital is the first Thai non-bank financial institution to issue a gender-inclusive social bond to support access to credit for small businesses owned or led by women, particularly those without access to mainstream financial services. This would also enable women to reach their full potential to participate in growing the economy, which will ultimately support Thailand in achieving its goal of becoming a high-income country by 2037. Partner Doungporn Prasertsomsuk, supported by partner Tip-apa Limvichai, led the firm’s team in the transaction.
Chandler MHM has also advised on the β25 billion (US$750m) bond transaction of Gulf Energy Development, one of the largest private power producers in Thailand. Structured in five dynamic tranches with three-, four-, five-, seven- and 10-year tenors, the bond issuance has not only weathered challenging market conditions but met with unprecedented demand, being oversubscribed 1.96 times. The lead arrangers were Bangkok Bank, Krungthai Bank, KASIKORNBANK, Bank of Ayudhya, Kiatnakin Phatra Securities, Maybank Securities (Thailand) and United Overseas Bank (Thai). Partner Doungporn Prasertsomsuk also led the firm’s team in the transaction.
Clifford Chance has advised leading Thai non-bank financial institution (NBFI) Muangthai Capital on its debut issuance of US$335 million senior unsecured social bonds in Singapore. The offering of 6.875 percent amortising notes due 2028 represents a number of market firsts, including the first public market social bond from Thailand, and Muangthai Capital as the first ASEAN NBFI to access the US dollar markets. The offering was four times oversubscribed, reflecting strong investor demand. Thailand-listed Muangthai Capital offers a diverse range of retail secured and unsecured loan products to the financially underbanked through its network of over 8,000 branches. The proceeds of the transaction will be used to support eligible social projects focused on improving financial inclusion, employment generation, and food security and sustainable food systems under Muangthai Capital’s social bond framework. In particular, the social projects will contribute to the UN Sustainable Development Goals (SDGs) 1 (no poverty), 2 (zero hunger), 5 (gender equality) and 8 (decent work and economic growth). Partner Gareth Deiner led the firm’s team in the transaction, while MHM Chandler provided local law advice in Thailand.
Clifford Chance has also advised Haier Smart Home on the global regulatory filings for its acquisition of Carrier’s Commercial Refrigeration business (CCR) for an enterprise value of US$775 million. The transaction represents the first merger filing made by a Chinese company before the European Commission under the new Foreign Subsidies Regulation (FSR) regime, which started to apply in July 2023, and was unconditionally cleared in all concerned jurisdictions, including the antitrust and FDI regimes. Haier is a leading global provider of better life and digital transformation solutions. The transaction marks Haier’s expansion from its existing household refrigeration business into commercial refrigeration by acquiring CCR, a leading global commercial refrigeration solutions provider. CCR has a sales network spanning Europe and the Asia Pacific region. Partner Yong Bai, supported by partners Richard Blewett (Brussels), Anastasios Tomtsis (Brussels), Renée Latour (Washington DC), Brian Concklin (Washington DC), Dimitri Slobodenjuk (Düsseldorf), and Katrin Schallenberg (Paris), led the firm’s team in the transaction.
Moreover, Clifford Chance has advised the Hongkong and Shanghai Banking Corporation on the issuance of one-year 3.6 percent native digital bonds, under its MTN Programme on the HSBC Orion platform. The platform is linked to the Central Moneymarkets Unit operated by the Hong Kong Monetary Authority. This HK$1 billion (US$129m) issuance marks the first digital note listed in Hong Kong by a corporate issuer, and the first English law digital bond issued in Hong Kong. Partners Mark Chan and Matteo Sbraga, supported by partners Rocky Mui and Terry Yang, led the firm’s team in the transaction.
JSA has advised Commercial Bank of Ceylon (CBC) on secured facilities extended by CBC to Shriram Finance, one of India’s biggest retail non-banking financial companies offering financial services, such as commercial vehicle finance, SME finance and retail lending. CBC is a licensed commercial bank in Sri Lanka, and is regarded as the largest private bank in Sri Lanka. The transaction marks CBC’s first lending in the Indian market. Partners Anish Mashruwala and Soumitra Majumdar, supported by partners Kumarmanglam Vijay and Surajkumar Shetty, led the firm’s team in the transaction.
O’Melveny has advised Zhejiang Taimei Medical Technology (Taimei Tech) on both Hong Kong and US laws on its IPO and listing in Hong Kong. The initial offering size is approximately HK$335 million (US$43m). Assuming full exercise of the over-allotment option, the offering size will be approximately HK$385 million (US$50m). Taimei Tech is the largest digital solution provider for life sciences R&D and commercialization in China. The company designs and delivers industry-specific software and digital services to a variety of stakeholders in the life sciences industry. Its cloud-based software offerings include Software-as-a-Service (SaaS) products and customized products that cover critical use cases, such as trial design, patient recruitment, data collection, remote monitoring and sales relationship management. In addition, Taimei Tech provides digital services in areas like imaging review, trial design and data collection, integrating the capabilities of its cloud-based software and digital intelligence platforms. Morgan Stanley Asia and China International Capital Corporation Hong Kong Securities acted as the joint sponsors. Corporate partners Ke Geng and Ke Zhu, supported by partners Robert Plesnarski, Kurt Berney, Luc Moritz and Billy Abbott, led the firm’s team in the transaction.
Rajah & Tann Singapore and Rajah & Tann Sok & Heng have acted for RHB Bank Singapore Branch on granting facilities to a Singapore entity in relation to an acquisition by a related Cambodia entity in the hospitality sector. This is the first Singapore-Cambodia cross border financing for RHB Bank, and involved a mix of Singapore law and Cambodia law securities, including Cambodian Hypothecs relating to a hotel property comprising numerous titles. Partners Cindy Quek from Rajah & Tann Singapore and Tiv Sophonnora from Rajah & Tann Sok & Heng led their firm’s teams in the transaction.
Rajah & Tann Singapore has acted as Singapore counsel for Midea Group, a leading technology-driven global provider of smart home solutions, on its US$3.98 billion public offering of shares in Hong Kong. Partner Tan Mui Hui led the firm’s team in the transaction, which is Hong Kong’s biggest IPO since 2021.
Skadden has advised BingEx on its Nasdaq listing on October 4, 2024. A leading on-demand dedicated courier services provider in China, BingEx priced its IPO of four million American Depository Shares (ADSs) at US$16.50 per ADS, for a total offering size of US$66 million, excluding the “greenshoe” option. Partner Shu Du (Hong Kong) and China Practice co-head Haiping Li (Hong Kong/Shanghai), supported by partners Sean Shimamoto (tax-Palo Alto/Houston) and Kevin Hardy (investment management-Chicago), led the firm’s team in the transaction.
Shardul Amarchand Mangaldas has advised Gujarat State Petroleum Corporation on its merger with Gujarat State Petronet, GSPC Energy into Gujarat Gas, and the demerger of the gas transmission business into GSPL Transmission. The scheme involves transfer of multiple assets in regulated sectors, such as gas transmission, gas trading and oil and gas exploration. Partners Jatin Aneja (infrastructure, energy and project finance national practice head), Anirudh Das and Kushal Sinha, supported by partner Manika Brar, led the firm’s team in the transaction, which is the third largest M&A transaction to date in 2024.
S&R Associates has represented Craftsman Automation, a listed diversified engineering company which manufactures precision components, on its acquisition of the business and certain assets of Fronberg Guss, and its acquisition of Fronberg Immobilien, part of the Gienanth Group. Partner Radhika Iyer led the firm’s team in the transaction.
Watson Farley & Williams, working together with Quillon Law, has represented market leading Thai cryptocurrency exchange, Bitkub Online, on its successful defence of an English Court claim regarding alleged cryptocurrency fraud. The judgment of D’Aloia v Persons Unknown & Others from a Deputy High Court Judge of the Chancery Division provides a landmark finding that USDT, a form of cryptocurrency, attracts property rights under English law. The claimant, Mr D’Aloia, was induced to transfer approximately £2.5 million (US$3.27b) in USDT by alleged fraudsters, and thereafter sought recovery against defendants, including both said fraudsters and various cryptocurrency exchanges whose platforms the USDT was alleged to have passed through. The case against Bitkub was the only one that proceeded to a full trial. Judge Farnhill held that Bitkub was not liable, as the claimant had failed to demonstrate that the USDT could be traced or followed to a cryptocurrency wallet held by Bitkub. On the question of whether cryptocurrencies are considered property under English law, Judge Farnhill’s landmark conclusion – the first in a full trial – was that “USDT, while neither a chose in possession nor a chose in action, is capable of attracting property rights for the purposes of English law”. Partner Tossaporn Sumpiputtanadacha led the firm’s team in the matter.
