Asia Deal Digest: Latham and Clifford Chance on Hong Kong’s biggest IPO, HSF helps Indonesian airliner avoid bankruptcy.

Asia Deal Digest is a casual look at some of the big deals in Asia and who’s leading them.

hong kong

Latham & Watkins and Clifford Chance advised 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 offer 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 operates lithium ores in Australia and produces lithium compounds and derivatives in China.

Latham’s team was led by Hong Kong partners Howard Lam, Cathy Yeung and Terris Tang. The firm previously advised Tianqi Lithium on various financing and restructuring matters.

Clifford Chance advised the co-sponsors, Morgan Stanley, CICC and CMBI, and the global co-coordinators, including BNP Paribas and Credit Suisse. Hong Kong partner Fang Liu and Beijing-based Tianning Xiang co-led the deal.

In another listing deal, Skadden, Arps, Slate, Meagher & Flom advised lifestyle 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 in its $608 million IPO on the New York Stock Exchange.

Sidley Austin acted as legal counsel in Hong Kong and the United States for the joint sponsors, Merrill Lynch (Asia Pacific) Limited, Haitong International Capital Limited and UBS Securities Hong Kong Limited, as well as the underwriters. Sidley’s team was led by Hong Kong partners Meng Ding, Steven Hsu and Claudia Yu.

Skadden separately advised ClouDr Group Limited on its Hong Kong IPO, which raised $73.8 million.

ClouDr is the largest provider of digital chronic disease management solutions 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 dispensed.

The Skadden team was again led by Shanghai partner Haiping Li, Hong Kong partner Paloma Wang, and Beijing and Hong Kong based partner Kai Sun.

The issuer was also represented by Beijing-based law firm Tian Yuan and Maples and Calder.

The insurers were advised by Cleary Gottlieb Steen & Hamiton and Han Kun Law.

As part of the deal, Herbert Smith Freehills and its Chinese partner Kewei advised European healthcare company Sanofi as an anchor investor, investing $15 million in ClouDr. Shanghai partner Gavin Guo led a Kewei team advising on PRC legal matters while Herbert Smith Freehills partner Jeremy Shen led the firm’s Hong Kong team.

Kirkland & Ellis represented Chinese wealth management firm, Noah Holdings Limited, on its $43 million secondary listing on the HKEX.

As of March this year, Noah’s wealth management business had over 415,000 registered clients. The company’s American Depository 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 companies at risk of delisting in the United States in due to audit rules.

The Kirkland team was led by Hong Kong partners David Zhang, Mengyu Lu and Steve Lin.

Law firm Zhong Lun and offshore firm Maples and Calder also advised the issuer. Zhong Lun has previously represented Noah on several of his strategic transactions, including in 2013 when the company set up a real estate fund and also a $52 million investment in a real estate project in Chengdu, as well as its three-year listing in the United States. earlier.

The only sponsor on Noah’s list 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 Richard Wang, head of the firm’s Chinese equity markets, and Chris Fu.

As part of a debt deal, Linklaters advised Hong Kong developer New World Development on the issuance of $200 million five-year 5.875% social bond and $500 million 5-year green perpetual bond. 6.15%.

The agreement marks the first US dollar-denominated two-tranche social and green bond issuance 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 for $950 million of 4.375% secured notes due 2022.

New World Development will use the proceeds for social and green projects, according to official documents.

Learning device provider Readboy Education Holdings raised $46.5 million in its Hong Kong IPO. Readboy issued 52 million shares at $0.96 each and made Nasdaq-listed blockchain company Ebang one of the top eight investors.

If the over-allotment option is exercised in full, Readboy will receive an additional $7.3 million.

Readboy, China’s second-largest learning device and service provider by retail revenue, had already tried to list in November last year and April.

Beijing-based Jingtian & Gongcheng and offshore company Conyers Dill & Pearman represented the issuer.

Simpson Thacher & Bartlett and Commerce & Finance Law Offices represented the underwriters, China Securities (International) Corporate Finance Company Limited and Macquarie Capital Limited. Simpson Thacher’s team was led by Hong Kong-based partners Christopher Wong, Yi Gao and Marjory Ding.

Mainland China

Chinese wind turbine maker Ming Yang Smart Energy Group Limited has listed $657 million in global certificates of deposit (GDRs) on the Shanghai-London Stock Connect segment of the London Stock Exchange.

GDRs are eligible for 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 coordinators and CICC and Haitong International as joint bookrunners. The company’s co-managing partner in China, Tim Wang, co-led the deal with partners Chris Roe in London and Jean Thio in Singapore.

In another debt settlement, Davis Polk & Wardwell and Walkers advised a Settlement S bid by China Railway XunJie Co. Limited. The company issued $500 million of 4.00% secured bonds due 2027, which are guaranteed by China Railway Group Limited, listed in Shanghai and Hong Kong.

Walkers Hong Kong partner Kristen Kwok acted for the issuer, whose main business activities include infrastructure construction, survey, design and consultancy services, equipment and component manufacturing engineering and real estate development. Davis Polk represented the joint lead managers and the trustee.

Davis Polk’s corporate team included Hong Kong partners Gerhard Radtke and James Lin.

Taiwan

K&L Gates 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 print newspaper and is owned by the Hong Kong-based media group Next Digital, founded by Hong Kong entrepreneur and activist Jimmy Lai.

The acquisition is expected to close later this year, subject to corporate and regulatory approvals.

The K&L Gates team advising Turn Capital was led by Hong Kong business partner William Ho.

South Korea

Paul Hastings advised SD Biosensor and SJL Partners on a merger to acquire Meridian Bioscience, Inc., a provider of diagnostic testing solutions and raw materials for the life sciences, for $1.53 billion. dollars.

SJL is a Korean private equity investment manager, while SD Biosensor, Inc., listed on the Korean Composite Stock Price Index, 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 advisors to Meridian. The Jones Day team was led by American partners James Dougherty and Jonn Beeson.

Paul Hastings’ New York partner Robert Leung and Seoul partner Iksoo Kim led the deal.

The transaction is expected to close in the fourth quarter of 2022, subject to customary shareholder, regulatory and other closing conditions.

In a separate Korean transaction, Paul Hastings represented solar project developer Hanwha Energy USA Holdings Corporation on its $300 million issuance of 4.125% senior green bonds due 2025, guaranteed by the Export-Import Bank of Korea.

Proceeds from the green bonds will be used to refinance existing renewable energy projects in accordance with the Issuer’s green financing framework.

Paul Hasting’s Kim also led this deal.

Indonesia

Herbert Smith Freehills and its Indonesian affiliate Hiswara Bunjamin & Tandjung represented several lessors in the restructuring of the Indonesian airline Garuda Indonesia.

Among the 13 parties advised by the two law firms was Garuda’s largest lessor, which leased 32 of the 200 aircraft.

Last month, the restructuring plan was approved by the vast majority of the airline’s creditors, warding off the risk of bankruptcy for the flag carrier. The process, which had been ongoing since December 2021, involved 511 creditors and a total debt of $13.8 billion.

The restructuring was led by Debby Sulaiman, Siva Subramaniam and Samuel Kolehmainen in Herbert Smith’s Singapore office.

Singapore

Watson Farley & Williams Rome and London partners Michele Autuori and Mark Tooke advised Italian gas network 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 approximately 170,000 cubic meters of liquefied natural gas and a design continuous regasification capacity of approximately 5 billion cubic meters per year.

The target ship will be located in northeast Italy and will be operational in 2024.

The seller, BW LNG, was advised by King & Spalding’s partner, Lachlan Clancy.