Asia Deals: Trilegal Closes $4.7B Payments Deal, Hong Kong Capital Markets Creeps Back, Pinsents on Two Singapore-to-London Listings


Indian company Trilegal acted as sole advisor to global consumer internet giant and technology investor Prosus Ventures and PayU India to obtain unconditional approval from the Competition Commission of India (CCI) for the acquisition of Limited (BillDesk).

It’s the largest digital payments acquisition in India to date, and the $4.7 billion transaction announced mid-last year will make the combined company one of the world’s largest online payments providers.

In April, the IHK had asked the parties to submit a new application in which several concerns were addressed. According to a Trilegal press release, the CCI issued a show-cause notice prima facie competition concerns.

The Trilegal team on the transaction was led by Nisha Kaur Uberoi, the firm’s partner and national head of competition practice, Yogesh Singh, co-head of corporate practice, and Harsh Jain, shareholder partner.

Shardul Amarchand Mangaldas & advised BillDesk and its founders. The firm’s M&A and private equity chief, Raghubir Menon, and corporate partners Natashaa Shroff and Shiladitya Banerjee led the advisory.

Lawyers from AZB & Partners, Vaidhyanadhan Iyer and Vipul Jain, advised the selling shareholders including General Atlantic, Clearstone Group, Temasek Holdings and Visa.

South East Asia

CMS has struck a deal that marks the last foreign-owned telecom operator to exit the Myanmar market.

The firm advised Qatari telecoms company Ooredoo on its agreement to sell its Myanmar unit to Singapore-registered Nine Communications for US$576 million. The deal is subject to approval by the Myanmar authorities.

The CMS team advising Ooredoo was led by London partners Chris Watson, Valentina Santambrogio and Jacqueline Vallat.

Nine Communications is owned by U Nyan Win, a Burmese manager specializing in the telecommunications sector. His company was advised by the Singapore firm Rajah & Tann, whose main partners were Chester Toh and Hiroyuki Ota in Singapore and Min Thein in Yangon.

Singapore-based Allen & Gledhill acted as transaction advisors to Oversea-Chinese Banking Corporation, CIMB Bank Berhad, Singapore Branch and Maybank Securities Pte. on a $694 million sustainability-linked loan. The recipient of the loan was DBS Trustee Limited in its capacity as trustee of the OUE Commercial Real Estate Investment Trust and the OUE Hospitality Sub-Trust.

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The transaction, which represents OUE’s first sustainability-linked loan, is also the largest sustainability-linked loan granted to a real estate fund in Singapore to date.

The facility will be used to refinance the existing loans of the OUE Commercial Real Estate Investment Trust and the OUE Hospitality Sub-Trust.

The Allen & Gledhill team was led by partners Lim Wei Ting and Wong Jie Ning.

Pinsent Masons’ Singapore office, Pinsent Masons MPillay, has advised two Asian companies on their listing on the London Stock Exchange.

Led by Nick Hanna and Mark Tan, Head and Co-Head of Pinsent Masons’ Asia Pacific corporate practice, the firm acted for investment firm Ikigai Ventures Limited and separately for Singapore-based fintech Asia Limited on their public listings in London.

Ikigai reportedly wants to raise around $2.4 million, while Fintech Asia has raised around $1.7 million.

Ikigai Ventures was founded in 2021 to conduct acquisitions of companies that have a strong positive social impact as part of their core business in Asia. Fintech Asia was also founded in 2021 but focuses on acquiring companies in the fintech sector.

Offshore firm Carey Olsen and Hamburg-based Sonderhoff & Einsel Law and Patent Office acted as Guernsey and Japanese counsel respectively for Ikigai. The underwriters on the Ikigai list were represented by London-based Memery Crystal. All three companies also assumed the same roles for the FinTech Asia listing.

Hong Kong

Momentum is slowly picking up for Hong Kong capital markets, albeit focused on small to mid-sized capital raises.

Paul Hastings, Zhong Lun Law Firm and Chongqing Sound Law Firm have advised Chongqing Hongjiu Fruit Co. on its $72 million initial public offering (IPO) on the Hong Kong Stock Exchange.

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Hongjiu Fruit manages supply chains for fruits grown in China, Thailand and Vietnam.

Paul Hastings’ team was led by Raymond Li, the company’s chairman for Greater China, and Hong Kong company partners Vincent Wang and Chaobo Fan.

China International Capital Corporation Hong Kong Securities Limited acted as sole sponsor and Citigroup Global Markets Asia Limited and UBS AG Hong Kong Branch acted as joint global coordinators on the listing. The banks were represented by Clifford Chance and Fangda Partners.

Paul Hastings’ Li also served on a separate Hong Kong IPO of Chinese digital health services provider Dingdang Health Technology Group.

The issuer, which raised $51 million from its listing, was advised by Clifford Chance, Jingtian & Gongcheng and Maples and Calder.

Clifford Chance’s team on the transaction was led by Tim Wang, Co-Managing Partner in China, and Hong Kong partners Fang Liu and Christine Xu.

Li advised China International Capital Corporation Hong Kong Securities Limited and CMB International Capital Limited as joint sponsors and joint global coordinators. The Shanghai-based CM law firm also represented the underwriters.

Also in Hong Kong, Davis Polk & Wardwell and Walkers represented Interterra Acquisition Corporation in its offering of 100,100,000 Class A shares and 40,040,000 listed warrants valued at US$127 million on the Hong Kong Stock Exchange.

Interterra Acquisition Corporation is a special purpose acquisition company (SPAC) focused on targets that are high growth companies engaged in innovative technology, consumer and new retail, advanced manufacturing, healthcare and climate protection.

Davis Polk’s team was led by Hong Kong partners James Lin and Yang Chu.

Freshfields Bruckhaus Deringers Hong Kong partners Grace Huang and Arun Balasubramanian acted as underwriters.

Mainland China

A team from Linklaters Hong Kong, led by its Asia Managing Director William Liu, has advised the Chinese Ministry of Finance (MOF) on its US$428 million government bond offering in Macau.

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This is the second issuance of RMB government bonds in Macau following the first in 2019, on which Linklaters also advised the MOF.

MOF’s most recent issuance consists of two tranches, a $285 million 2-year 2.2% bond issue and a $143 million 2.28% three-year bond issue.

The bonds will be listed on the Financial Assets Exchange in Chongwa (Macau) and cleared through Macau Central Securities Depository and Clearing Limited (MCSD). This makes them the first government bond to be settled via MCSD since their inception last year.

Linklaters has advised the MOF since 2009. Earlier this year, the firm also acted for the MOF on its US$1 billion and US$713 million Hong Kong government bond offerings.

South Korea

In Seoul, Baker McKenzie represented Asia-focused real estate services and investment firm ESR Group Limited (ESR) as international advisor on the formation of ESR Data Center Fund I, a private equity real estate fund that will invest in data center projects across the Asia-Pacific region .

The fund raised $1 billion in its first close, which was advised by Baker McKenzie. Wong & Leow Managing Director Derek Kwan and Jens Carle in Singapore.

The firm also acted as transaction advisor on ESR’s investment in a joint venture with US hyperscaler STACK Infrastructure to build a 48-megawatt data center in Seoul. This transaction was advised by Baker’s Hong Kong Partner, Rico Chan, and Special Counsel, Mandy Lan.

In Southeast Asia, Baker McKenzie has advised Singapore-based clean energy solutions provider EDPR Sunseap Group on the US$284 million acquisition of two solar PV projects from Vietnamese renewable energy developer Xuan Thien Group .

The two projects are located in Thuan Bac District, Ninh Thuan Province, Vietnam.

Baker McKenzie’s team was led by Ho Chi Minh City-based corporate partner Nguyen Lan Phuong.

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