Inaugural awards shine a light on the best deals in the region and the legal luminaries who guided them. Nandini Lakshman reports
AsiaBusiness Law Journal‘s Deals of the Year Awards for 2017 has increased its coverage to 70 outstanding deals throughout the region. The deals, along with some truly exceptional star deals, were the ones our editorial team felt best showcased examples of legal expertise in the region.
There was a high number of deal nominations covering all parts of Asia, and it was a difficult process to whittle the nominations down to the winners published. The deals are listed alphabetically to avoid placing too much importance on value, and to avoid deal categories, as we have found many deals may comfortably fit into more than one catgory. The winners were chosen based on a number of factors, and, as in Asia Business Law Journal’s sister journals, China Business Law Journal and India Business Law Journal, we did not simply choose winners on elements like monetary value. Significance, relevance, complexity and innovativeness are among the criteria we set for the winning deals.
Given the very different levels of sophistication in jurisdictions throughout our region, the editorial team exercised some latitude in looking at deals and their relevance in developed and devloping economies. We hope you will agree we have accrued a truly eclectic mix of winners in recognition of our diverse region.
Congratulations to all our Deals of the Year 2017 award winners!
Aapico’s investment in Sakthi Global
- BAKER MCKENZIE
- J SAGAR ASSOCIATES
- PLATINUM PARTNERS
- PLMJ SOCIEDADE DE ADVOGADOS
- STEWARTS LAW
Thai-listed Aapico Hitech invested in Sakthi Global Auto Holdings (SGAH), which has automotive parts manufacturers in India, Portugal, the US and China.
The total investment of US$100 million consisted of newly issued ordinary shares in SGAH representing 25.1% of all registered and paid-up shares of SGAH and the grant of a convertible loan by Aapico to SGAH.
The transaction marks the first time in the automotive tier 1 supplier sector that Indian and Thai companies have joined hands to forge a strategic partnership to grow their businesses and utilize both companies’ strengths. The deal is a reverse of most cross-border M&As involving Thailand due to its outbound nature yet domestic origin. Various complexities arose as the transaction was not a pure M&A. The deal required innovative measures for corporate structuring, convertible loan and securities arrangements, and tax planning schemes with respect to the laws of various jurisdictions and multiple tax implications.
Baker McKenzie’s Bangkok office led a multi-jurisdictional team from Amsterdam, Chicago, Frankfurt, London, Singapore and Shanghai to advise Aapico. J Sagar Associates advised on Indian law, while Platinum Partners was Indian counsel, PLMJ – Sociedade de Advogados was Portuguese counsel to the investor, and Stewarts Law was UK counsel.
Asahi Glass’ Thai acquisition
- BAKER MCKENZIE
- BREDIN PRAT
- CHANDLER MHM
- WEERAWONG CHINNAVAT & PEANGPANOR
Asahi Glass, the world’s largest global manufacturer and supplier of glass products, headquartered in Tokyo and listed on the Tokyo Stock Exchange, acquired a THB17.77 billion (US$562 million) majority stake in a Thailand-based global manufacturer and supplier of plastic and chemical products. The company is listed on the Thailand Stock Exchange via a purchase of the majority shares from a major global manufacturer and supplier of chemical products, headquartered in Belgium and listed on the Euronext, and the subsequent tender offer for all the remaining shares in the target company.
This highly complex deal is the buyer’s first major foreign acquisition and involved various antitrust analysis and filings for more than 10 jurisdictions, which had to be completed within a two-to-three-month timeframe. The client was advised on innovative solutions to deal with the issues found during due diligence and the interplay of various securities laws and regulations to accommodate the intentions of the client and those of the other contentious major shareholders.
Baker McKenzie advised Asahi Glass, while Bredin Prat acted as counsel to the seller. Chandler MHM represented the target, and Weerawong Chinnavat & Peangpanor was Thai counsel to the seller.
Bank Mandiri issues NCD Phase II
- SIREGAR & DJOJONEGORO
Indonesia’s biggest state-owned lender Bank Mandiri (Persero) raised a fund haul of 2.6 trillion Indonesian rupiah (US$193 million) from the issuance of negotiable certificates of deposit (NCDs) Phase II in the local capital market.
Bank Mandiri is the first financial institution to issue NCDs under the new rules, which came into effect on 1 July 2017. The rules were introduced by the Financial Services Authority of Indonesia, in Indonesian Otoritas Jasa Keuangan (OJK), to regulate the approval process for certificate issuers, product criteria, transaction and supervision of NCDs.
Siregar & Djojonegoro acted as the sole legal counsel to Bank Mandiri (Persero) as the issuer of the NCDs. “We need to translate the unprecedented new regulation into transaction documents, also to assure that the documents are acceptable to OJK and the issuance of approval by OJK for the effectiveness of the deal,” said Zippora Siregar, managing partner at Siregar.