The May 2024 bond offer by Chinese insurer JD Group is the first convertible bond deal with concurrent share repurchases using proceeds from the issuance by a US-Hong Kong dual-listed Chinese technology company.

This $2 billion bond issuance is also the first filing with the China Securities Regulatory Commission (CSRC) regarding its overseas securities issuance since the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises came into effect.

Cleary Gottlieb Steen & Hamilton - Underwriters (BofA, Goldman Sachs, Haitong International, UBS)
Han Kun Law Offices - Joint bookrunners (Merrill Lynch, Goldman Sachs, Haitong International Securities, UBS Securities)
Latham & Watkins - Bank of America Equity Derivatives
Maples Group - JD.com
Nixon Peabody - Trustee
Shihui Partners - JD.com
Skadden Arps Slate Meagher & Flom - JD.com
White & Case - Depository bank

In-house: JD.com, BofA Securities, Goldman Sachs, Haitong International, UBS

In 2024, one of the major deals in Japan was the Nidec Corporation's unsolicited offer of JPY 16.6 billion to acquire Takisawa Machine Tool.

This deal marked the initial instance of an unsolicited acquisition following the Japanese government's release of the New Takeover Guidelines, which has since sparked a trend throughout the Japanese stock market. Additionally, this agreement stands as the first example of countering coercive acquisition elements as outlined in the guidelines.

Anderson Mori & Tomotsune - Takisawa Machine Tool
Baker McKenzie - Nidec
Davis Polk & Wardwell - Nidec
GH Consults LLC - Nidec
TMI Associates - Nidec

The June 2024 IPO by the leading provider of automotive-grade system-on-chips in China is the first specialist technology company to file for listing under Chapter 18C of the Hong Kong Listing Rules. This new regime, introduced by the Hong Kong Stock Exchange in March 2023, is primarily designed for pre-revenue technology companies.

Hong Kong securities regulators are being very cautious about new listing applications under Chapter 18C. Black Sesame is the first company to apply for listing under the Chapter 18C rule since its implementation and is also the second specialised technology enterprise to complete the issuance under this rule.

Clifford Chance - Black Sesame
JunHe - Sole sponsor and underwriter (Citic Securities Hong Kong)
K&L Gates - Black Sesame
Maples Group - Black Sesame
Sullivan & Cromwell
Wilson Sonsini Goodrich & Rosati – Underwriters (China International Capital Corporation Hong Kong Securities, Huatai Financial)
Zhong Lun Law Firm - Black Sesame

The $800 million 6.67% senior secured notes due 2029 were issued by Biocon Biologics Global, a subsidiary of Biocon Biologics.

The issuance, which was three times oversubscribed, is the first US dollar bond issuance by a biopharmaceutical company in the Asia-Pacific region, and the largest debut issuance from a high-yield-rated issuer from India in the past 10 years.

A&O Shearman - Citicorp International
Albar & Partners - Biocon Biologics
Arthur Cox - Initial purchasers of the notes and the lenders of the facility
Cyril Amarchand Mangaldas - Biocon Biologics
Latham & Watkins - Initial purchasers
Linklaters - Biocon Biologics
TT&A - Initial purchasers

The financing for EQT Partner Asia’s acquisition of Keywords Studios, a global service provider for video game and entertainment industries is a pioneering deal in that represents a first-of-its-kind transaction where an Asian bank financing is being arranged in support of a major PE sponsor-led UK take-private acquisition. A total of 19 banks underwritten the syndicated loan for the EQT-led consortium.

The acquisition values the entire issued and to-be-issued ordinary share capital of Keywords Studios at approximately £2.1 billion on a fully diluted basis and implies an enterprise value of approximately £2.2 billion.

A&O Shearman - Arrangers
Ashurst - J.P. Morgan
DLA Piper - Keywords Studios
Freshfields Bruckhaus Deringer - CPP Investments and Temasek Capital Management
Kirkland & Ellis - EQT Partners Asia
Simpson Thacher & Bartlett - EQT Partners Asia

In October 2024, global premium beauty leader L'Occitane Groupe completed the privatisation of L'Occitane International. The deal includes a cap on the maximum number of shares that can be issued under the rollover option, an unprecedented move in Hong Kong.

This innovative approach adds significant flexibility for the offeror while enhancing deal certainty. It ensures that the offeror retains full control of L'Occitane post-privatization while allowing certain shareholders to rollover their shares. This groundbreaking structure has reshaped privatisation practices in Hong Kong and set a precedent for future deals.

Arendt & Medernach - Offeror
Freshfields Bruckhaus Deringer - Blackstone
Fried Frank - GSAM
Kirkland & Ellis - J.P. Morgan
Linklaters - GSAM
Loyens & Loeff - J.P. Morgan
Norton Rose Fulbright - Management shareholder
Skadden Arps Slate Meagher & Flom - Offeror
White & Case - CA-CIB

In October 2024, private equity firm Archimed completed its acquisition of 100% equity interests in the Korean biotechnology company Jeisys Medical. This marks the first time a foreign private equity fund has transformed a Korean listed company into a wholly-owned private subsidiary.

The deal was uniquely structured in several ways, including the use of a multi-layered SPC structure to facilitate both the acquisition and financing. The innovative approach has set a new standard for similar transactions in Korea.

Corrs Chambers Westgarth - Jeisys Medical
Kim & Chang - Archimed
Yulchon - Jeisys Medical

Yondr Group secured more than $900 million in financing for the construction of the largest hyperscale data centre campus in Southeast Asia.

The financing and the proceeds will be used to fund the development of the first out of three buildings for Yondr's 340MW data centre facility located in Johor in Southeast Malaysia.

The transaction was carried out pursuant to the Malaysia Digital status route issued by Malaysia Digital Economy Corporation and was also the first to benefit from the Malaysia Digital Status, which exempts the borrower from restrictions on borrowing in US dollars from offshore lenders.

Clifford Chance - Sponsors
Linklaters - DigitalBridge
Milbank - Senior Lenders and Arrangers
Rahmat Lim & Partners - Sponsors
Zul Rafique & Partners - Lenders

In 2024, No Va Land Investment Group Corporation, one of the largest listed real estate developers in Vietnam, announced on the Singapore Exchange that it is seeking to implement the restructuring of the convertible bonds through a prepackaged Scheme of Arrangement under Singapore’s Insolvency, Restructuring and Dissolution Act 2018.

It was the first-ever cross-border pre-packaged scheme of arrangement approved by the Singapore International Commercial Court (SICC). This landmark ruling sets a significant precedent for the SICC, as it marks the court’s inaugural approval of a pre-packaged scheme for a foreign company.

BlackOak - No Va Land
Hogan Lovells - Bondholders
Sidley Austin - No Va Land
Sullivan & Cromwell - Bondholders
YKVN - No Va Land

The cross-border tokenised financing transaction by Ant Digital Technologies marked the first cross-border private placement of a real world asset tokenised instrument where the financing proceeds were used to fund EV charging station operations in mainland China.

The onshore aspects of the transaction involved the integration of more than 9,000 of Shenzhen-listed energy company Longshine’s electric vehicle charging piles on Ant Digital Technologies’ blockchain AntChain.

This deal is one of the first cross-border tokenized financing transactions denominated in offshore renminbi. The transaction was also selected to participate in the HKMA’s Project Ensemble sandbox, which is intended to further support the development of the tokenisation market.

King & Wood Mallesons - Ant Digital Technologies
Linklaters - Underwriters