Deal Digest: Who’s Leading Asian Market Consolidation and Expansion? And who runs the region’s SPAC bubble?

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

hong kong

Davis Polk & Wardwell, Appleby and Freshfields Bruckhaus Deringer are advising on the listing of Black Spade Asia Acquisition’s Special Purpose Acquisition Company (SPAC) in Hong Kong.

Eleventh in line to seek a SPAC listing in Hong Kong, Black Spade Asia is an asset buyer backed by the chairman of Macau casino operator Melco Resorts & Entertainment and BOCHK Asset Management.

Davis Polk and Appleby advise the issuer. Davis Polk’s team on the deal is led by Hong Kong partners James Lin and Yang Chu.

Freshfields acts for the sole sponsor of the list, UBS. The firm’s team is led by Hong Kong partner Grace Huang and Singapore and Hong Kong based partner Arun Balasubramanian.

So far, the reception and activity of the SPAC agreements in Hong Kong and Singapore has been disappointing. Aquila Acquisition was the first SPAC to list in Hong Kong, its shares already falling 3.2% on its debut last Friday.

Ten other SPACs made filings with the Hong Kong Stock Exchange (HKEX). The Singapore Stock Exchange has seen no activity so far since its first three SPACs earlier in the year, with no SPAC filings since January.

The HKEX introduced Hong Kong’s SPAC listing scheme in January after receiving substantial market support for its consultation on the SPAC proposal. In Hong Kong, a SPAC must raise at least $128 million and must also announce a merger within 24 months. Aquilia reached the threshold by raising only $2 million more than the minimum.

SPACs are shell companies that raise capital through IPOs to later acquire a going concern. The regime offers companies an alternative method of listing. According to the issuer’s application document, Black Spade’s target company will be in the entertainment, lifestyle and healthcare industry.

Black Spade Capital, which is the investment arm of Melco Crown chairman Lawrence Ho, raised $169 million through its New York listing last year. This deal was advised by James Lin, Davis Polk’s partner in Hong Kong, as well as Shearman & Sterling.

Indonesia

Davis Polk is also advising Indonesian tech giant, GoTo Group, in its $1.25 billion IPO on the Indonesia Stock Exchange (IDX), scheduled for April 4.

The shares offered will represent 4.35% of the company, giving GoTo a valuation of $28.8 billion. This listing will make GoTo the fourth largest listed company on the IDX.

GoTo is a merged company of Indonesia’s two biggest tech startups – transportation and delivery company GoJek and e-commerce company Tokopedia. The merger took place in the middle of last year, creating an $18 billion company. This deal was advised by Davis Polk, Assegaf Hamzah & Partners, Hiswara Bunjamin & Tandjung and its international associate, Herbert Smith Freehills, and Ginting & Reksodiputro and its international associate, Allen & Overy.

Indonesia has a gross domestic product of over $1 trillion, and GoTo’s services encompass nearly two-thirds of Indonesian consumer spending.

Last year, Davis Polk and Assegaf Hamzah also advised GoTo on its pre-IPO fundraising round which raised $1.3 billion from investors including Fidelity International, Google, Primavera Capital Group, Temasek and Tencent.

India

Shardul Amarchand Mangaldas & Co. and Goodwin Procter advised Biocon Biologics, a subsidiary of Indian drugmaker Biocon, on its $3.34 billion acquisition of the biosimilars business of US company Viatris

Viatris will receive $2.34 billion in cash and $1 billion in convertible shares of Biocon Biologics. Viatris was advised by Cravath, Swaine & Moore and Indian firm Saraf and Partners. Cravath partners Mark Greene and Aaron Gruber led for Cravath.

Saraf & Partners is an independent firm launched last year by Mohit Saraf, who advised on the Biocon deal. He was previously a partner at Luthra & Luthra and launched the new firm with a team of lawyers from his former firm.

Shardul Amarchand’s team on the deal was led by Mumbai partners Iqbal Khan and Ambarish. Goodwin’s team was led by partners Graham Defries in London and Michael R. Patrone in New York.

The acquisition will expand Biocon’s biosimilar portfolio by 20 treatments, adding therapies used to treat diabetes, tumors and autoimmune diseases.

Japan

In Japan, Big Four Nishimura & Asahi advised Japanese private equity fund Advantage Partners Inc. and machinery and equipment leasing company Tokyo Century Corporation on their $540 million acquisition of energy storage devices and systems business of Showa Denko Materials Co., Ltd. .

The Nishimura & Asahi team included Tokyo partners Kazuhiro Takei, Takuya Matsuo, Ayako Matsumoto, Yasunori Ishizaki, Ryutaro Nakayama, Ing-Chian Sun, Hiroyuki Kikuchi, Yujin Suga, Yuki Taguchi, Kazuyoshi Furusumi, Kazumaro Kobayashi, Taro Hirosawa, Jun Katsube, Tokuhiro Matsunaga, Hiroko Jimbo, Yutaka Ito and Masahiro Heike. It also included Shanghai partner Takashi Nomura, New York partner Kaoru Tatsumi and Yusuke Urano, Singapore partner Masataka Sato, Yangon partner Isamu Imaizumi and Bangkok partner Nuttaros Tangprasitti.

The sale will allow Showa to focus on its growth areas and rebuild its finances after buying Hitachi Chemical for $8 billion to expand its semiconductor business last year. This deal was advised by Davis Polk.

In a separate transaction, Sullivan & Cromwell and Japan’s Big Four firm Mori Hamada & Matsumoto advised Honda Moto Co. Ltd on its initial $2.75 billion senior note offering. The deal also marks Honda’s first U.S. dollar green bond issuance.

The offering included $1 billion aggregate principal amount of 2.271% senior notes due 2025, $1 billion aggregate principal amount of 2.534% senior notes due 2027 and in aggregate principal of $750 million of 2.967% senior notes due 2032.

Honda will use a portion of the net proceeds from the note issue to fund a range of eligible new green projects including the manufacture of electric, solar and wind-powered cars as well as investments in the recycling of used vehicle parts, according to its prospectus.

Sullivan & Cromwell Tokyo partner Keiji Hatano led the advice.

Davis Polk advised the co-leads and co-bookrunners, with Tokyo partner Jon Gray leading the team.

Additionally, in a cross-border transaction involving Japan, Baker McKenzie advised Nikkiso, a Tokyo-based specialist pump and systems supplier, on the $768 million sale of Germany’s LEWA, Dutch company Geveke and their respective subsidiaries to the Swedish compressor supplier Atlas. Cocop.

The acquisition is subject to regulatory approval and is expected to be completed in the second quarter of this year.

Founded in 1952, LEWA provides precision metering pumps and metering systems. The company employs approximately 700 people worldwide and has annual sales of approximately $160 million.

The Baker McKenzie team was led by partners Jiro Toyokawa in Tokyo, Jon Marcus Meese in Munich and Nikolaus Reinhuber in Frankfurt.

Singapore

Singapore-headquartered B2B software-as-a-service (SaaS) startup Insider has raised $121m in a Series D funding round led by the Qatar Investment Authority for a valuation of $1.2 billion.

Qatar Investment was advised by Linklaters partner Robert Elliot in Singapore.

Other investors included 212 Capital Partners in Luxembourg, Bulgarian firm Endeavor Catalyst, Esas Private Equity in Turkey, Menlo Park-based Riverwood Capital, Sequoia Capital and Dubai-based Wamda Capital.

Insider provides AI-powered advertising solutions and operates in 28 countries around the world.

The new funds will be used to fuel its Insider’s global expansion and add to the company’s investments in technology, sales and marketing.

China

Paul Hastings and King & Wood Mallesons advised Zhongyuan Bank on its $4.5 billion merger with three other local banks: Bank of Luoyang, Bank of Pingdingshan and Bank of Jiaozuo China Travel Services.

Zhongyuan will acquire all shares of each of the three target banks from the selling shareholders. Zhongyuan is the largest commercial bank in China’s Henan province and itself the product of a merger between 13 smaller Henan banks in 2014.

The proposed merger, which has been approved by Zhongyuan’s board, is part of the lender’s efforts to deepen financial sector reform and become a leading commercial bank, according to its statement last year.

Paul Hastings’ team was led by Hong Kong partners Raymond Li and Chaobo Fan.

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