Asia Deal Digest is an occasional look at some of the big deals in Asia and who is leading them.
Hong Kong
Latham & Watkins and Clifford Chance have advised on Hong Kong’s largest initial public offering (IPO) this year.
Chinese lithium producer Tianqi Lithium has raised $1.7 billion via a listing on the Hong Kong Stock Exchange (HKEX). The issuer was advised by Latham & Watkins.
The offering consisted of 164,122,200 H-shares subject to an over-allotment option. If the over-allotment option is fully exercised, the total capital raised could be increased to $2 billion.
Tianqi Lithium has been listed on the Shenzhen Stock Exchange since 2010. The company owns and mines lithium minerals in Australia and produces lithium compounds and derivatives in China.
The Latham team was led by Hong Kong partners Howard Lam, Cathy Yeung, and Terris Tang. The firm has previously advised Tianqi Lithium on various financing and restructuring matters.
Clifford Chance advised the joint sponsors, Morgan Stanley, CICC and CMBI, and the joint global coordinators, including BNP Paribas and Credit Suisse. Hong Kong partner Fang Liu and Beijing-based partner Tianning Xiang co-led the deal.
In another listing deal, Skadden, Arps, Slate, Meagher & Flom advised lifestyle products retailer MINISO Group Holding Limited on a $72 million dual-primary listing on the HKEX.
The Skadden team was led by partners Haiping Li in Shanghai and Paloma Wang in Hong Kong. In 2020, MINISO was also represented by Skadden on its $608 million IPO on the New York Stock Exchange.
Sidley Austin acted as Hong Kong and U.S. legal counsel for the joint sponsors, Merrill Lynch (Asia Pacific) Limited, Haitong International Capital Limited, and UBS Securities Hong Kong Limited, as well as for the underwriters. The Sidley team was led by Hong Kong partners Meng Ding, Steven Hsu, and Claudia Yu.
Skadden has separately advised ClouDr Group Limited on its Hong Kong IPO, which raised $73.8 million.
ClouDr is the largest digital chronic condition management solution provider in China based on the number of Software as a Solution (SaaS) installations in hospitals and pharmacies as well as the number of online prescriptions issued.
The Skadden team was again led by Shanghai partner Haiping Li, Hong Kong partner Paloma Wang and Beijing and Hong Kong dually-based partner Kai Sun.
The issuer was also represented by Beijing-based Tian Yuan Law Firm and Maples and Calder.
Advising the underwriters were Cleary Gottlieb Steen & Hamilton and Han Kun Law offices.
As part of the deal, Herbert Smith Freehills and its Chinese joint operation partner Kewei advised European healthcare company Sanofi as cornerstone investor, investing $15 million, in ClouDr. Shanghai partner Gavin Guo led a Kewei team advising on PRC legal issues while Herbert Smith Freehills partner Jeremy Shen led the firm’s Hong Kong team.
Kirkland & Ellis has represented Chinese wealth management firm, Noah Holdings Limited, on its $43 million secondary listing on the HKEX.
As of March of this year, Noah’s wealth management business had over 415,000 registered clients. The company’s American Depositary Shares (ADS) have been listed on the New York Stock Exchange since 2010. The company, which serves high-net-worth individuals, is among a long list of Chinese businesses facing the threat of delisting in the U.S. due to auditing rules.
The Kirkland team was led by Hong Kong partners David Zhang, Mengyu Lu and Steve Lin.
Zhong Lun Law Firm and offshore firm Maples and Calder also advised the issuer. Zhong Lun has previously represented Noah on several of its strategic deals, including in 2013 when the company established a real estate fund and also a $52 million investment in a real estate project in Chengdu, as well as its U.S. listing three years earlier.
The sole sponsor on Noah’s listing is Goldman Sachs, which was represented by Freshfields Bruckhaus Deringer and King & Wood Mallesons. The Freshfields team was led by Hong Kong partner Calvin Lai and the firm’s head of China equity capital markets Richard Wang and counsel Chris Fu.
In a debt deal, Linklaters has advised Hong Kong developer New World Development on the issuance of $200 million 5.875% five-year social bonds and $500 million 6.15% green perpetual bonds.
The deal marks the world’s first U.S. dollar-denominated social and green dual-tranche bond offering in the public bond markets.
As part of the deal, Linklaters capital markets partner Gloria Cheung also advised the issuer on a related tender offer of $950 million 4.375% guaranteed notes due in 2022.
New World Development will use the proceeds for social and green projects, according to official filings.
Learning device provider Readboy Education Holdings has raised $46.5 million from its Hong Kong IPO. Readboy issued 52 million shares at $0.96 apiece and got Nasdaq-listed blockchain firm Ebang as one out of eight cornerstone investors.
If the over-allotment option is exercised in full, Readboy will receive $7.3 million more.
Readboy, China’s second-largest provider of learning devices and services by retail income, had previously attempted to list in November last year and in April.
Beijing-based Jingtian & Gongcheng and offshore firm Conyers Dill & Pearman acted for the issuer.
Simpson Thacher & Bartlett and Commerce & Finance Law Offices represented the underwriters, China Securities (International) Corporate Finance Company Limited and Macquarie Capital Limited. The Simpson Thacher team was led by Hong Kong-based partners Christopher Wong, Yi Gao and Marjory Ding.
Mainland China
Chinese wind turbine manufacturer Ming Yang Smart Energy Group Limited has listed $657 million worth of global depositary receipts (GDRs) on the Shanghai-London Stock Connect segment of the London Stock Exchange.
The GDRs are admitted to listing on the standard segment of the Official List maintained by the Financial Conduct Authority.
Clifford Chance acted for UBS, HSBC and CLSA as joint global co-ordinators and CICC and Haitong International as joint bookrunners. The firm’s China co-managing partner, Tim Wang, co-led the deal with partners Chris Roe in London and Jean Thio in Singapore
In another debt deal, Davis Polk & Wardwell and Walkers have advised on a Regulation S offering by China Railway XunJie Co. Limited. The company has issued $500 million 4.00% guaranteed bonds due 2027, which are guaranteed by Shanghai and Hong Kong-listed China Railway Group Limited.
Walkers Hong Kong partner Kristen Kwok acted for the issuer, whose principal business activities include infrastructure construction, survey, design and consulting services, engineering equipment and component manufacturing and property development. Davis Polk acted for the joint lead managers and the trustee.
The Davis Polk corporate team included Hong Kong partners Gerhard Radtke and James Lin.
Taiwan
K&L Gates has advised Taiwanese investment firm Turn Capital on its acquisition of the media assets of Apple Daily Taiwan.
Turn Capital is an Asia-focused single-family office that acquires and invests in technology companies and provides strategic advice on business growth. The target, Apple Daily Taiwan, is an online newspaper that was first established as a printed paper and is owned by Hong Kong-based Next Digital media group, founded by Hong Kong entrepreneur and activist Jimmy Lai.
The closing of the acquisition is expected to take place later this year, subject to corporate and regulatory approvals.
The K&L Gates team that advised Turn Capital was led by Hong Kong corporate partner William Ho.
South Korea
Paul Hastings has advised SD Biosensor and SJL Partners on a merger to acquire Meridian Bioscience, Inc., a provider of diagnostic testing solutions and life science raw materials, for $1.53 billion.
SJL is a Korean private equity investment manager while Korea Composite Stock Price Index-listed SD Biosensor, Inc. is an in-vitro diagnostics company
Under the terms of the agreement, Meridian shareholders will receive $34 per share in cash.
Jones Day and Keating Muething & Klekamp acting as legal counsel to Meridian. The Jones Day team was led by U.S. partners James Dougherty and Jonn Beeson.
Paul Hastings New York partner Robert Leung and Seoul partner Iksoo Kim led on the deal.
The transaction is expected to close in the fourth quarter of 2022, subject to shareholder, regulatory and other customary closing conditions.
In a separate Korean transaction, Paul Hastings represented solar project developer Hanwha Energy USA Holdings Corporation on its issuance of $300 million 4.125% senior green bonds due in 2025, guaranteed by the Export-Import Bank of Korea.
The proceeds of the green bonds will be used to refinance the existing renewable energy projects in accordance with the Issuer’s green financing framework.
Paul Hasting’s Kim also led on this deal.
Indonesia
Herbert Smith Freehills and its affiliated Indonesian firm Hiswara Bunjamin & Tandjung have represented multiple lessors in Indonesian airline Garuda Indonesia’s restructuring.
Amongst the 13 parties advised by both law firms was Garuda’s single largest lessor, which leased 32 of the 200 aircraft.
Last month, the restructuring plan won approval from the vast majority of the airline’s creditors, staving off the risk of bankruptcy at the flag carrier. The process, which had been ongoing since December 2021, involved 511 creditors and total debt of $13.8 billion.
The restructuring was led by Debby Sulaiman, Siva Subramaniam and Samuel Kolehmainen in the Singapore office of Herbert Smith.
Singapore
Watson Farley & Williams Rome and London partners Michele Autuori and Mark Tooke have advised Italian gas grid operator Snam Group on its $402 million acquisition of a floating storage and regasification unit, BW Singapore.
BW Singapore was built in 2015 and has a maximum storage capacity of about 170,000 cubic meters of liquefied natural gas and a nominal continuous regasification capacity of about 5 billion cubic meters annually.
The target vessel will be located in northeastern Italy and be operational in 2024.
The seller, BW LNG, was advised by King & Spalding partner, Lachlan Clancy.
