Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd in respect of its S$3.37 billion (US$2.67b) renounceable underwritten rights issue. This is the largest Singapore equity capital market deal since March 2011 and is Singapore’s second-largest ever rights issue. Partners Tan Tze Gay and Rhys Goh led the transaction.
Allen & Gledhill has also advised Oversea-Chinese Banking Corp Ltd, RHB Bank Berhad and Hong Leong Finance Ltd in respect of the S$480 million (US$380.6m) term loan facilities to Plaza Ventures Pte Ltd to finance the acquisition and redevelopment of Equity Plaza in Singapore. Partner Lim Wei Ting led the transaction. Allen & Overy has advised Nam Ngiep 1 Power Company Ltd and its sponsors, The Kansai Electric Power Co Inc, EGAT International Company Ltd and Lao Holding State Enterprise, in respect of all aspects of the development, financing and construction of the US$916 million 290MW Nam Ngiep 1 cross-border hydropower project in the Lao People’s Democratic Republic. This is the first significant investment by a Japanese sponsor in the Lao hydropower sector and the first participation by the Japan Bank for International Cooperation (JBIC) in a Lao project financing. It is also the first Thai Baht loan provided by Asian Development Bank (ADB) to a non-Thai project. The project, which achieved financial close on 11 September 2014, is a joint venture between the Lao and Thai governments and a private-sector sponsor and is scheduled to start commercial operations in January 2019. Under the offtake arrangements, 95 percent of the project’s generating capacity will be distributed to the Electricity Generating Authority of Thailand under a 27-year take-or-pay power purchase agreement while the remainder will be generated by a powerhouse at a re-regulation dam and be sold to Electricité du Laos on the same basis. The financing was made up of US$ loan tranches from JBIC and from ADB, with three Japanese US$ lead arrangers entering into B Loan risk participation with ADB, and Thai Baht loan tranches provided by the Thai Baht lead arrangers and ADB. Mizuho Bank Ltd, Sumitomo Mitsui Banking Corp and The Bank of Tokyo-Mitsubishi UFJ Ltd Bangkok Branch acted as US$ lead arrangers. Bangkok Bank Public Company Ltd, Export-Import Bank of Thailand, KASIKORNBANK Public Company Ltd and The Siam Commercial Bank Public Company Ltd acted as Thai Baht lead arrangers. BNP Paribas acted as sole and exclusive financial advisor to the project sponsors. Partner Stephen Jaggs led the transaction. DFDL (Laos) acted as sponsors’ Lao counsel, Clifford Chance as lenders’ deal counsel and McDonald Steed McGrath Lawyers (Laos) as lenders’ Lao counsel. Allens has advised global supply chain logistics company Brambles Ltd in respect of its acquisition of the Ferguson Group for an enterprise value of £320 million (US$519.6m). Ferguson Group is a leading provider of container solutions to the offshore oil and gas sector. The acquisition will see Brambles expand its specialist containers business and is a further expansion of Brambles’ containers offering in oil and gas. Partner Vijay Cugati, head of the Investment Firms & Investment Management Sector, led the transaction which also saw the involvement of Linklaters, the firm’s global integrated alliance partner. AZB & Partners has advised Max Group in respect of an agreement with Life Healthcare International Proprietary Ltd to increase from 26 percent to 46.41 percent Life Healthcare’s equity stake in Max Healthcare Institute Ltd (MHIL) by a combination of fresh issue of shares by MHIL and purchase of shares from Max India. Partners Anil Kasturi and Samir Gandhi led the transaction which was valued at approximately US$127 million and is yet to be completed. Davis Polk has advised BOCI Asia Ltd as the sole arranger in respect of the establishment of the US$2 billion medium-term note program of China Orient Asset Management Corp. The firm also advised the dealers, composed of BOCI Asia Ltd, Bank of Communications Co Ltd Hong Kong Branch, Industrial and Commercial Bank of China (Asia) Ltd, Morgan Stanley & Co International plc and Standard Chartered Bank, in respect of the Regulation S only offering by Charming Light Investments Ltd, China Orient’s wholly-owned subsidiary whose ultimate parent is the Ministry of Finance of the PRC, of its US$600 million 3.75 percent notes due 2019 and US$400 million 5 percent notes due 2024 under the program. China Orient is one of the leading asset management companies in China. Partners Paul Chow and John D Paton led the transaction. China Orient was advised by Linklaters as to Hong Kong law, Maples and Calder as to BVI law and King & Wood Mallesons as to PRC law. The sole arranger and the dealers were advised by Jun He Law Office as to PRC law. The seller was advised by Cleary Gottlieb Steen & Hamilton. Davis Polk has also advised CITIC Securities Corporate Finance (HK) Ltd and another investment bank as initial purchasers in respect of a US$320 million Regulation S-only offering by Oceanwide Real Estate International Holding Company Ltd of its 11.75 percent senior notes due 2019. The notes are unconditionally and irrevocably guaranteed by Oceanwide Holdings Co Ltd and Oceanwide Holdings (Hong Kong) Co Ltd, a wholly-owned subsidiary of China Oceanwide Holdings Group, and have the benefit of a keepwell deed provided by Oceanwide Group. This is the first high-yield bond offering out of China where a Shenzhen Stock Exchange-listed PRC-based company provides a cross-border parent guarantee without requiring an approval from the PRC State Administration of Foreign Exchange. Headquartered in Shenzhen, Oceanwide Holdings Co Ltd is one of the leading property developers in the PRC. Partners William F Barron and Paul Chow led the transaction. The issuer was advised by Linklaters as to US and Hong Kong laws, Jun He Law Office as to PRC law and Walkers as to BVI law. The initial purchasers were advised by King & Wood Mallesons as to PRC law. Gibson, Dunn & Crutcher has advised Medco Tunisia Petroleum Ltd, a subsidiary of PT Medco Energi Internasional Tbk, in respect of its acquisition of 100 percent of the shares of Storm Ventures International (Barbados) Ltd (SVI) from Storm Ventures International (BVI) Ltd (SVI BVI) for approximately US$127.7 million. SVI BVI is a subsidiary of Toronto Stock Exchange-listed Chinook Energy Inc and holds a participating interest in eight blocks in Tunisia. Singapore partner Brad Roach, head of the Asia oil and gas practice, led the transaction. Storm Ventures International (BVI) Ltd was represented by Burnet, Duckworth & Palmer whilst PT Medco Energi Internasional Tbk was advised by Torys, led by Calgary partner Janan Paskaran. Hogan Lovells has advised the Islamic Corporation for the Development of the Private Sector (ICD) and Citi represented by Citibank Senegal SA as arrangers in respect of the inaugural US$200 million sukuk offering by the State of Senegal, the first of its kind in the West African Economic and Monetary Union (WAEMU) zone. The sukuk, an amortising sukuk al-ijara guaranteed by the State of Senegal, is targeted at local banks and institutional investors. Global head of Islamic finance Rahail Ali and Saudi-based partner Imran Mufti led the transaction. Khaitan & Co has advised GA Global Investments Ltd in respect of the sale of 6.5 million equity shares of IndusInd Bank Ltd by way of a block trade for approximately US$66.3 million. Global Investments is a mutual fund company incorporated in Bermuda and listed on the Main Board of the SGX-ST. Executive director Sudhir Bassi and partner Arindam Ghosh led the transaction. Khaitan & Co has also acted as Indian counsel to Smiths Medical International Ltd (SMIL) and Smiths Medical India Private Ltd (SMIPL) in respect of a dispute with plaintiff Hansraj Nayyar Medical India, exclusive agent for SMIL and SMIPL on a distribution agreement entered into for importing products to India via the Indian subsidiary. The agreement was governed by the laws of England and subject to the exclusive jurisdiction of the courts in England. The Court rejected the plaintiff’s prayers for grant of ad-interim injunction against SMIL and SMIPL and also rejected plaintiff’s prayer to stay the proceedings before the High Court of England & Wales. The suit was dismissed against SMIL and partly dismissed against SMIPL. Smiths Medical is a world leader in the design, manufacture and distribution of medical devices. Partner Raj Panchmatia led the transaction. Latham & Watkins has acted as US counsel for Morgan Stanley India in respect of GA Global Investments’ US$66 million sale of shares of IndusInd Bank in a block trade on 3 September 2014. Morgan Stanley India Company Private Ltd acted as broker on the sale. IndusInd Bank Ltd is a Mumbai-based bank listed on the Indian stock exchanges. Singapore partner Rajiv Gupta led the transaction. Latham & Watkins has also advised leading China-focused private equity firm FountainVest Partners in respect of its acquisition of a controlling stake in US auto supplier Key Safety Systems Inc (KSS), thereby joining existing shareholders Crestview Partners and KSS management in the ownership of KSS. Through this transaction, FountainVest becomes the largest shareholder in KSS. Canada Pension Plan Investment Board (CPPIB) also participated in the transaction as a co-investor with FountainVest. The transaction is FountainVest’s first acquisition outside of Asia. Headquartered in Sterling Heights, Michigan, KSS is a global leader in the design, development and manufacturing of automotive safety-critical components and systems including inflators, airbags, steering wheels, and seat belts. Its products are featured in more than 300 vehicle models produced by over 60 well-diversified customers worldwide. Hong Kong mergers and acquisitions partner Tim Gardner, led the transaction. Majmudar & Partners has acted as Indian counsel to Bank of Baroda Sydney in respect of an A$8.8 million (US$7.94m) facility provided to M/s Joyce Foam Pty Ltd. The facility was backed by personal guarantee of the Indian promoters and corporate guarantee of M/s Sheela Foam Pvt. Ltd. Partner Prashanth Sabeshan led the transaction. Majmudar & Partners has also advised Punjab National Bank (International) Ltd London in respect of an additional facility of €5 million (US$6.5m), increased from the earlier facility of €10 million (US$12.95m) provided to 3B Fibreglass SRPL Belgium, a member of the 3B Binani group of companies. The facility was backed by a corporate guarantee extended by Binani Industries Ltd India, the ultimate holding company of the 3B Binani group. Partner Prashanth Sabeshan led the transaction. TLT acted as English counsel to the lender. Mayer Brown JSM has represented Chinese stainless steel manufacturer Lianzhong Stainless Steel Corp in respect of securing a significantly lower antidumping duty rate in the first ever anti-dumping investigation initiated by the government of Vietnam. The product covered by the investigation was a certain cold-rolled stainless steel (CRSS). The decision allows Lianzhong to continue exporting CRSS to Vietnam at a significantly lower rate of duty, compared with the 6.58 to 37.29 percent duty rates currently imposed on other exporters being investigated in this case. The lower duty greatly reduces Lianzhong’s capital spending on customs taxes, placing the company in a stronger competitive position in the Vietnam market. Partner Matthew McConkey led the transaction. Norton Rose Fulbright has advised COFCO Land Holdings Ltd in respect of its acquisitions of the minority interests in Jetway Developments and Yalong Development (HK) Company. The aggregate consideration of approximately HK$2 billion (US$258m) was satisfied by the issue and allotment of shares in COFCO Land to the respective sellers. COFCO Land is principally engaged in the development, operation, sale, leasing and management of mixed-use complexes and commercial properties in China and Hong Kong. Jetway Developments Ltd holds a commercial property project in Shanghai, China whilst Yalong Development (HK) Company Ltd holds an integrated tourist project in Yalong Bay National Resort District in Sanya, China. The two companies became wholly-owned subsidiaries of COFCO Land upon the acquisitions, which were completed in August 2014. Corporate partner Psyche Tai led the transaction. Paul Hastings has represented West China Cement Ltd in respect of its Regulation S offering of US$400 million of 6.5 percent senior notes due 2019. West China Cement is one of the leading cement producers in Shaanxi Province. Credit Suisse and Nomura acted as joint book-runners and joint lead managers for the transaction. Chair of Greater China partner Raymond Li and debt capital markets partners David Grimm and Vivian Lam led the transaction. Paul Hastings has also advised China Rongsheng Heavy Industries Group Holdings Ltd in respect of the acquisition of a 60 percent equity interest in Central Point Worldwide Inc by its indirectly wholly-owned subsidiary Ocean Sino Holdings Ltd. The consideration for the acquisition is HK$2.184 billion (US$281.8m), which is satisfied by the allotment and issuance of 1.4 billion shares by China Rongsheng. Central Point indirectly holds 100 percent interests in КыргызжерНефтегаз, a Kyrgyzstan-incorporated limited liability company which has the right to cooperate with the national oil company of Kyrgyzstan in the operation of the five oilfield zones located adjacent to the Fergana Valley of Kyrgyzstan. Corporate partner Vivian Lam led the transaction. Rodyk has acted for SGX-ST-listed Sinostar PEC Holdings Ltd in respect of the acquisition by wholly-owned subsidiary Dongming Hengchang Petrochemical Co Ltd of certain gas fractionation processing installation and related assets used by Dongming Runchang Petrochemical Co Ltd in its business of the downstream production and supply of petrochemical products, particularly processed liquefied petroleum gas and propylene, for RMB89.6 million (US$14.6m), and the sale and disposal by Dongming Hengchang of its entire legal and beneficial ownership of 51 percent of the equity interest and registered capital in Dongming Runchang, free from all charges, liens and other encumbrances, to PRC-incorporated Heze Long Ding Investment Ltd (HLDIL) and the assignment to HLDIL of an outstanding entrusted loan which had been extended by Dongming Hengchang to Dongming Runchang for RMB327.3 million (US$53.3m). Under Chapter 9 of the SGX-ST listing manual, the acquisition requires approval of the company’s independent shareholders. Under Rule 1014 of the Listing Manual, both transactions required approval of the company’s shareholders. Completion of the acquisition and disposal is inter-conditional upon the other. Corporate partner Chan Wan Hong led the transaction. Rodyk has also acted for SEB Asset Management, part of the Skandinaviska Enskilda Banken Group (SEB), in respect of its acquisition from CBRE Global Investors Asia Holdings BV of its entire interest in Yongjin Holdings Pte Ltd, the registered proprietor of the S$172 million (US$136m) worth Anson House, a 13-storey office and commercial building in Singapore’s Central Business District. The acquisition of 100 percent equity of the special purpose vehicles holding the interest in the property was made jointly by two SEB entities. As part of the transaction, the firm also acted for the purchaser in the credit facilities of up to S$88.75 million (US$70.2m) taken by Yongjin Holdings from a Singapore branch of a foreign bank to refinance its existing loans and also assisted with the whitewash procedure required in relation to the refinancing. Real estate partner Norman Ho, corporate partner Jacqueline Loke and finance partner Doreen Sim led the transaction, supported by real estate partner Tan Shijie, corporate partners Terence Lin and Nadia Almenoar and finance partner Dawn Tong. WongPartnership is acting for StarChase Motorsports (Singapore) Pte Ltd, a related company of the Samling group of companies, in respect of the acquisition of the automotive business of WBL Corp Ltd, which is 67.6 percent owned by SGX-ST-listed United Engineers Ltd, by way of the acquisition of the entire issued and paid up share capital in Wearnes Automotive Pte Ltd and Associated Motor Industries (Private) Ltd, and the acquisition of the assets relating to the automotive business of Rank PT O’Connor’s Co Ltd, the Thai subsidiary of WBL Corp Ltd, for approximately S$455 million (US$360m). Partners Mark Choy, Jason Chua, Carol Anne Tan, Jeffrey Lim and Miao Miao are leading the transaction. WongPartnership has also acted for CitySpring Infrastructure Management Pte Ltd, in its capacity as trustee-manager of the CitySpring Infrastructure Trust, as borrower in respect of the refinancing of an existing S$142.34 million (US$112.6m) loan. Partners Christy Lim and Felix Lee led the transaction. |
Deals – 17 September 2014
Deals – 10 September 2014
Allen & Gledhill has advised DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd, United Overseas Bank Ltd and Malayan Banking Berhad Singapore Branch as the global coordinators in respect of the amendment and restatement of S$5.1 billion (US$4m) credit facilities to Marina Bay Sands. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised Housing and Development Board in respect of the issue of S$900 million (US$711.6m) fixed rate notes under its S$32 billion (US$25.3m) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction. Amarchand Mangaldas has advised Alstom India Ltd in respect of the India leg of the closing of the sale of its steam auxillary components business to leading European investment firm Triton. The business was sold for an enterprise value of around €730 million (US$941m) as part of the non-core asset disposal programme announced by Alstom in November 2013. The corresponding activities, representing revenues in excess of €400 million (US$515.8m), have been fully separated and transferred from Alstom to the newly founded ARVOS Group, with Triton as new sole shareholder. This includes transfer of 1,700 employees worldwide. Partner Akila Agrawal, assisted by partner Shweta Shroff Chopra, led the transaction whilst Freshfields acted as the international legal advisor for Alstom NV. Talwar Thakore & Associates assisted Triton with competition law filing requirements in India. Appleby has acted as Cayman and BVI counsels to SoftBank Corp, one of the biggest shareholders of Alibaba Group, in respect of Alibaba Group’s sale of certain securities and assets primarily relating to its SME loan business to Zhejiang Ant Small and Micro Financial Services Company Ltd for cash consideration of US$518 million plus annual fees. The transaction was made ahead of Alibaba Group’s plan for potentially one of the biggest IPOs in US history. Alibaba Group, whose shareholders include SoftBank and Yahoo! Inc, is a privately-owned Chinese e-commerce operator which is one of the titans in China’s e-commerce industry. Zhejiang Ant’s key asset is Alipay, an online payment escrow service which accounts for roughly half of all online payment transactions within China. The vast majority of these payments use Alibaba services. SoftBank is a Japanese telecommunications and internet corporation led by Masayoshi Son and is one of the biggest shareholders of Alibaba. Corporate partner John Melia led the transaction whilst Morrison & Foerster advised as to US law. Wachtell, Lipton, Rosen & Katz acted for Alibaba whilst Skadden, Arps, Slate, Meagher & Flom acted for Yahoo! Inc. Ashurst has advised South Korea’s Kia Motors Corp in respect of its investment with the Mexican State of Nuevo Leon to build an approximately US$1 billion car manufacturing plant which will enable it to secure a local production base to meet global demand for new vehicles. Kia expects to commence construction of the plant in September 2014 and to complete the construction in the first half of 2016. The new plant will be situated on a 500-hectare site that will also be home to numerous suppliers that will also invest in Nuevo Leon. The plant will have an annual production capacity of approximately 300,000 cars, boosting Kia’s global manufacturing capacity to 3.37 million vehicles. Corporate partner John K J Kim, supported by partner Peter Kwon, led the transaction whilst Mexican law firm Basham, Ringe y Correa, SC assisted on the deal. AZB & Partners has advised Tata Consultancy Services Ltd in respect of its acquisition, together with Mitsubishi Corp, of shares in a JV company in Japan for providing information technology services. TCS acquired 51 percent of the equity of an entity formed through the merger of three existing entities, namely Mitsubishi’s wholly-owned subsidiaries IT Frontier Corp and Tata Consultancy Services Japan Ltd, and Nippon TCS Solution Center Ltd. The transaction value is approximately US$300 million. Additionally, Tata, through its subsidiary, acquired shares held by Mitsubishi in the JV for approximately US$50 million. Partners Bahram Vakil and Nilanjana Singh led the transaction which was completed on 1 July 2014. AZB & Partners has also advised Inga Capital Private Ltd, IDFC Securities Ltd, Equirus Capital Private Ltd and ICICI Securities Ltd-Gammon Infrastructure Projects Ltd as the lead managers in respect of Gammon Infrastructure Projects Ltd’s qualified institutions placement of approximately 204.2 million equity shares aggregating to approximately INR2.59 billion (US$42.7m). Partners Kalpana Merchant and Varoon Chandra led the transaction which was completed on 5 September 2014. Cheung & Lee, in association with Locke Lord (HK), has represented HKSE-listed Cheong Ming Investments Ltd in respect of the establishment of a joint venture engaging in the distribution and sale of motor vehicle parts in Hong Kong and China. The JV company is expected to receive an initial investment of HK$100 million (US$12.9m) from its shareholders within one year. Hong Kong partner Wing Cheung led the transaction which closed on 18 August 2014. Clayton Utz is advising Empire Oil & Gas NL in respect of the agreement to buy ERM Power’s interest in several Perth Basin permits for A$16.34 million (US$15.2m). ERM Power has also agreed to participate up to A$7.5 million (US$6.9m) in a placement and subsequent rights issue. The agreement with ERM Power will deliver Empire full ownership of the Red Gully gas project and several other Perth Basin tenements. Following successful completion, Empire will be the largest acreage holder in the onshore Perth Basin. The transaction is still subject to a number of conditions, including shareholder, regulatory and contractual approvals. If approved, Empire intends to undertake a rights issue at the same price as the placement to ERM Power to raise up to A$10 million (US$9.28m). Perth corporate partners Mark Paganin and Brett Cohen are leading the transaction which was announced on 1 September 2014. Colin Ng & Partners has advised China Powerplus Ltd in respect of a delisting from the Mainboard of the SGX-ST pursuant to Rules 1315, 1306 and 1309 of the Listing Manual, in conjunction with a S$7 million (US$5.56m) exit offer and compulsory acquisition under section 215 of the Companies Act (Cap 50) of Singapore by Apple Cove Ltd. China Powerplus is an investment holding company whose principal subsidiary is a manufacturer engaged in the design, production and sale of portable power tools with production facilities in Shandong, China. Partner Gregory Chan led the transaction which was completed on 5 September 2014. Khaitan & Co has advised Pragati India Fund in respect of its approximately US$4.3 million venture capital investment in DCDC Health Services Private Ltd. Pragati India Fund is an India-focused private equity fund investing in small and medium sized companies with strong entrepreneurial and management capabilities. Associate partner Joyjyoti Misra led the transaction. Khaitan & Co has also advised Apax Partners in respect of its subscription to compulsory convertible preference shares of Cholamandalam Investment and Finance Company Ltd (CIFCL) and open market purchase of equity shares of CIFCL for approximately US$103 million. Apax Partners is an independent global partnership focused solely on long-term investment in growth companies. Funds advised by Apax Partners typically invest in large companies with an enterprise value between €1 billion (US$1.29b) and €5 billion (US$6.45b). The funds invest in consumer, healthcare, services and technology and telecommunications. Partners Haigreve Khaitan and Aakash Choubey, assisted by executive director Daksha Baxi, led the transaction. Majmudar & Partners has advised Bilcare Ltd on Indian law issues in respect of the subrogation of rights in favour of its overseas subsidiary, Bilcare Research AG, which was a guarantor for the loan availed by Bilcare Ltd from the State Bank of India. The firm also recently represented Bilcare Ltd on a €88 million (US$113.5m) credit facility availed by Bilcare Research AG from Deutsche Bank, Proventus Capital Partners III KB and Proventus Capital Partners III AB. Partner Rukshad Davar led the transaction. Majmudar & Partners has also represented Asian Business Connections Private Ltd in respect of the acquisition of 100 percent equity stake of Leela Soft Private Ltd, the software technology park business arm of the Leela Group, for INR270 crores (US$44.5m). Partner Rukshad Davar also led the transaction. Rajah & Tann is advising Zana Asia Fund Ltd in respect of its subscription of S$8 million (US$6.35m) redeemable convertible exchangeable preference shares in Chronoz Investment Holding Pte Ltd, a wholly-owned subsidiary of SGX-ST-listed OKH Global Ltd a company engaged in property development, integrated construction and infrastructure projects. Partner Danny Lim is leading the transaction which was announced on 5 September 2014 and is yet to be completed. Shook Lin & Bok is acting for Singapore eDevelopment Ltd (SeD) in respect of the proposed acquisition of HotApps International Pte Ltd by OTC bound Fragmented Industry Exchange Inc (FIE) for US$700 million in shares and bonds. The consideration shall be satisfied by FIE acquiring HotApps for one million new shares at US$10 million and US$690 million worth of zero-coupon perpetual bonds. Upon completion of the transaction, SeD will own 99.84 percent of FIE, which will in turn hold HotApps as a wholly-owned subsidiary. Partner Gwendolyn Gn is advising on the transaction. Slaughter and May Hong Kong is advising HKSE and NYSE-listed Semiconductor Manufacturing International Corp (SMIC) in respect of its top-up placing of shares, which involved the placing of existing shares and top-up subscription of new shares by Datang Holdings (Hongkong) Investment Company Ltd for approximately HK$1.6 billion (US$206.4m), and the related issue of US$95 million zero coupon convertible bonds due 2018. The joint placing agents were JP Morgan Securities (Asia Pacific) Ltd and Deutsche Bank AG Hong Kong Branch whilst the joint managers for the bonds issue were JP Morgan Securities plc and Deutsche Bank AG Hong Kong Branch. The bonds were listed on the SGX. The gross proceeds from the subscription of shares and bonds amounted to approximately US$291.2 million. SMIC proposes to issue to Datang additional shares for a cash consideration of approximately HK$402 million (US$51.87m) and bonds in the amount of approximately US$22 million, pursuant to Datang’s contractual pre-emptive rights to subscribe for the shares and bonds and based on substantially the same terms and conditions as the placing, the subscription and the issue of the bonds. The Datang pre-emptive subscriptions constitute connected transactions of SMIC and will be subject to independent shareholders’ approval. SMIC proposes to issue to Country Hill Ltd (CHL) additional shares for a cash consideration of approximately HK$161million (US$20.8m) pursuant to CHL’s contractual pre-emptive right to subscribe for the shares based on substantially the same terms and conditions as the placing and the subscription. The CHL pre-emptive subscription will constitute a connected transaction of SMIC and will be subject to independent shareholders’ approval. Datang is a Hong Kong incorporated company and is a wholly-owned subsidiary of Datang Telecom Technology & Industry Holdings Co Ltd, a company incorporated under PRC laws. CHL is a wholly-owned subsidiary of Bridge Hill Investments Ltd, a subsidiary controlled by China Investment Corp. Corporate and commercial partners Benita Yu and John Moore are leading the transaction. Skadden has represented SMBC, a subsidiary of Sumitomo Mitsui Financial Group, in respect of entering into an MOU with The Bank of East Asia (BEA) for the proposed subscription by SMBC of some 222 million new shares representing approximately 9.53 percent of BEA’s current issued shares. Hong Kong office leader partner John Adeyibi, Tokyo partner Mitsuhiro Kamiya and Washington DC partners William Sweet and Brian Christiansen led the transaction. Sullivan & Cromwell has represented Goldman Sachs in respect of its RMB312 million (US$50.8m) investment in China Huarong Asset Management Co Ltd. Hong Kong partner Michael G DeSombre, Washington DC partner Eric J Kadel Jr and New York partner Michael T Escue led the transaction which was completed 2 September 2014. Watson, Farley & Williams’ Singapore and New York offices have advised Singapore Airlines as seller, lessee and senior lender in respect of an Irish structured operating lease transaction involving three Boeing 777-300ER aircraft. The transaction was arranged by Banco Santander SA and involved a syndicate of senior lenders comprising Singapore Airlines Ltd, Bank of Tokyo Mitsubishi UFJ Ltd Singapore Branch and National Australia Bank Ltd, with Banco Santander SA as junior lender. In addition to financing from the banks, the transaction allowed for Singapore Airlines to provide debt into the structure. As the airline is also a creditor to the Irish SPV, certain detailed inter-creditor provisions between Singapore Airlines as a senior lender and the other senior lenders and junior lenders had to be included in the deal structure. Asia Practice Asset Finance partner Siva Subramaniam led the transaction. WongPartnership has advised Macquarie Capital (Singapore) Pte Ltd, the financial adviser to W Corp Ltd, in respect of, among others, the proposed acquisition of the entire issued and paid-up share capital of YuuZoo Corp for approximately S$490 million (US$387.5m) and the proposed issue and allotment of up to 50 million placement shares pursuant to the proposed compliance placement. Partners Gail Ong and James Choo led the transaction. WongPartnership is also acting for Sunningdale Tech Ltd in respect of the proposed acquisition of the entire issued and paid up capital of Anchorage Singapore Holdings Pte Ltd for approximately US$80 million. Partners Ong Sin Wei, Alvin Chia and Miao Miao led the transaction. |
Deals – 3 September 2014
Allen & Gledhill has advised CapitaLand Ltd and CapitaLand Treasury Ltd in respect of the issue of S$500 million (US$398.7m) 3.8 percent fixed rate notes due 2021 by CapitaLand Treasury under its S$5 billion (US$3.99b) euro medium term note programme. The notes are unconditionally and irrevocably guaranteed by CapitaLand. Partners Tan Tze Gay, Glenn Foo and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Housing and Development Board in respect of the issue of S$900 million (US$717.8m) fixed rate notes under its S$32 billion (US$25.5b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction. Ashurst has advised Far East Hospitality Holdings Pte Ltd, a subsidiary of SGX-listed Far East Orchard Ltd, in respect of the acquisition of a 50 percent interest in a portfolio of property companies which own four hotel properties in Europe. Together with its joint venture partner Toga Group, Far East Hospitality acquired interests in a portfolio of companies from Toga Accommodation Fund (TAF). In addition, Far East Hospitality purchased a 50 percent interest in a separate portfolio of companies from Toga Group. The four hotels are located in Berlin, Frankfurt, Copenhagen and Denmark. Following the transactions, Far East Hospitality now owns and operates a combined portfolio of more than 13,000 rooms under its management across 80 hotels and serviced residences in Australia, China, Denmark, Germany, Hungary, Malaysia, New Zealand and Singapore. Frankfurt real estate partner Peter Junghänel and Munich corporate partner Lars Jessen, assisted by Frankfurt tax partner Klaus Herkenroth, Sydney real estate partner John Stawyskyj and Sydney tax partner Vivian Chang, led the transaction whilst Bruun & Hjejle provided Danish law advice and ATOZ provided Luxembourg tax advice. Gibson, Dunn & Crutcher has acted as US counsel to the special committee of independent directors in respect of China Housing & Land Development Inc’s going private transaction. Nasdaq-listed China Housing is a leading developer of residential and commercial properties in northwest China. The transaction is designed to eliminate China Housing’s status as a public company in the US. It would include a reverse stock split shares of its common stock, whereby every 50,000 shares of common stock issued and outstanding will be converted into one whole share of common stock. In lieu of issuing any fractional shares to stockholders as a result of the reverse stock split, the company will make a cash payment equal to US$1.75 per pre-reverse stock split share to such stockholders. Beijing partner Fang Xue, assisted by US partners Dora Arash, James Moloney and Brian Lutz, led the transaction which is subject to the approval of stockholders holding a majority of the outstanding shares of the company’s common stock. Skadden, Arps, Slate, Meagher & Flom advised Duff & Phelps LLC, the financial advisor to the special committee. Khaitan & Co has successfully defended Eastern India Motion Pictures Association (EIMPA) before the Competition Commission of India (CCI). The applicant, a film distributor, had challenged an affidavit of compliance filed by EIMPA before CCI, alleging non-compliance of CCI orders under section 42 of the Competition Act 2002 which provides for a fine of INR10 crores (US$1.65m) to INR25 crores (US$4.12m) or imprisonment up to 3 years or both. The firm challenged the veracity of the application. The CCI dismissed the application, expressing displeasure for filing application without any evidence. No appeal lies before the Competition Appellate Tribunal had the CCI passed an adverse order. Partner Manas Kumar Chaudhuri led the transaction. Khaitan & Co has also advised Vectus Industries Ltd in respect of an approximately US$16 million private equity investment by Creador in Vectus. Vectus Industries is India’s fastest growing pipe and storage solution company. The group has been involved in manufacturing of PPR piping systems, CPVC piping systems, PVC pressure piping, multi-layer composite piping system, SWR piping systems, blow moulded tanks, rotational moulded tanks and various kinds of plastic moulded articles for agricultural and household purposes. Associate partner Joyjyoti Misra led the transaction. Kirkland has represented CITIC Securities International Company Ltd in respect of its investment in China Huarong Asset Management Co Ltd, one of China’s four asset management companies founded to resolve non-performing loans for China’s state-owned banks. The investment was part of a RMB14.5 billion (US$2.36b) placement by China Huarong to eight strategic investors before its planned IPO. Hong Kong corporate partner Frank Sun, assisted by corporate partners Nick Norris and David Yun, led the transaction which was completed on 29 August 2014. Latham & Watkins has represented Deutsche Bank Securities Inc, JP Morgan Securities LLC and Morgan Stanley & Co. International plc as the joint book-runners in respect of the issuance by TAL Education Group, a US-listed after-school tutoring services provider in China, of US$200 million convertible senior notes due 2019. The convertible bonds featured a five-year maturity and a three-year investor put option. This offering was one of a few deals in Asia to feature a capped call, which is generally expected to offset dilution upon conversion of the bonds if the volume weighted average price of the ADSs exceed the strike price of the capped call. The deal was launched with a base of US$200 million plus an upsize option of US$30 million, which was promptly exercised. Hong Kong partner Posit Laohaphan and New York partner Witold Balaban led the transaction. Luthra & Luthra Law Offices has acted as sole lender’s legal counsel to YES Bank Ltd in respect of the funding provided to Surya Vidyut Ltd. The transaction involved availment of rupee facilities by Surya Vidyut Ltd from YES Bank aggregating to approximately INR111.24 crores (US$18.34m) in connection with development, implementation and set up of a 26 MW wind power project in the state of Gujarat. Partner Aniket Sengupta led the transaction. Paul Hastings has advised China Huarong Asset Management Co Ltd in respect of its issue of new shares to a consortium of strategic investors, including China Life Insurance (Group) Company, Warburg Pincus, CITIC Securities International Company Ltd, Khazanah Nasional Berhad, China International Capital Corp Ltd, China National Cereals, Oils and Foodstuffs Corp (COFCO), Fosun International Ltd and Goldman Sachs. All parties have entered into investment agreements and strategic partnership agreements regarding the capital increase. The agreements were approved by the State Council and the State regulatory agencies and the transaction was successfully completed. Under the agreements, China Life Insurance (Group) Company and seven other investors will make additional strategic investments amounting to a total of RMB14.5 billion (US$2.36b), accounting for 20.98 percent of the enlarged share capital of China Huarong upon completion of the transaction. In accordance with restructuring plans approved by the State Council, China Huarong will seek a market window to make a public offering of its shares following the introduction of strategic investors. China Huarong is the largest financial asset manager in China with total assets of RMB400 billion (US$65b). Corporate partner Nan Li led the transaction. Rajah & Tann Singapore and Rajah & Tann LCT Lawyers (Vietnam), member firms of the Rajah & Tann Asia regional alliance, are advising KMP Private Ltd in respect of the acquisition of the Hiep Thanh group of Vietnamese companies for approximately US$37 million. The Vietnamese companies are in the businesses of rice milling and processing as well as fish and animal feed processing. The acquisition enabled KMP Private Ltd, which is part of Indonesian conglomerate Salim Group, to venture into the rice and seafood industries in Vietnam. Rajah & Tann Singapore partners Goh Kian Hwee, Cheng Yoke Ping and Cynthia Goh and Rajah & Tann LCT Lawyers (Vietnam) partners Brian Ng and Que Vu are leading the transaction. Rajah & Tann is also advising KGI Asia (Holdings) Pte Ltd, which is owned by China Development Financial Holding Corp, in respect of its proposed acquisition of all the shares in the issued share capital of AmFraser Securities Pte Ltd from AmFraser International Pte Ltd. AmFraser Securities is part of the AmInvestment Bank group, a Malaysian investment banking group. The Singapore-based brokerage that was the target of the acquisition engages in stockbroking, securities trading, margin financing facility, equity research and corporate finance and advisory services. Partners Evelyn Wee, Lorena Pang, Terence Quek, Ruth Lin, Kala Anandarajah, Mei Ann Lim, Sim Kwan Kiat, Farrah Salam and Abdul Jabbbar are leading the transaction. Wong & Partners is advising AmFraser International Pte Ltd and AmInvestment Bank Berhad. Rodyk & Davidson has acted as Singapore counsel for global electronics products leader Panasonic Corp in respect of its joint venture with NASDAQ-listed Skyworks Solutions Inc for developing high performance filter solutions. As part of the deal, Skyworks paid approximately US$148.5 million for a 66 percent stake in the venture, with Panasonic holding the remaining 34 percent. The transaction closed on 1 August 2014. Corporate partner Gerald Singham, supported by partners Terence Yeo, Ray Chiang, Lee Liat Yeang and Nadia Cardoz, led the transaction. Rodyk & Davidson is also acting for SGX-ST-listed GSH Corp Ltd in respect of the proposed sale of its trading and distribution business to SGX-ST-listed Serial System Ltd for approximately US$13.4 million. Corporate partner Kenneth Oh, supported by partner Hsu Li Chuan, is leading the transaction. Salman M Al-Sudairi Law Office, in association with Latham & Watkins, has advised Uyoun Al-Raed Commercial Company Ltd in respect of a SAR1.97 billion (US$525.26m) murabaha financing. Uyoun Al-Raed is a member of Fawaz Al Hokair Group, which is one of the largest conglomerates and leading real estate developer in the Kingdom of Saudi Arabia and the Middle East. The proceeds of the financings will be used to fund the construction of the largest mall in Riyadh, the Mall of Arabia. Salman Al-Sudairi led the transaction. Sidley Austin has advised Sinotrans Shipping Ltd in respect of its approximately RMB550 million (US$89.46m) acquisitions from Sinotrans & CSC Holdings Co Ltd, a PRC state-owned enterprise, and Sinotrans Ltd, an H-share company listed on the HKSE, of certain equity interests in and shareholders loans of nine companies engaging in ship owning and chartering, international container transportation, ship management and conveying businesses. Sinotrans Shipping is a leading shipping company in China engaged in vessel time chartering, shipping service and fleet management. Partners Constance Choy and Janney Chong led the transaction. Simpson Thacher is representing Murata Manufacturing Co Ltd in respect of its acquisition of the entire equity interest in Peregrine Semiconductor Corp. Murata Electronics North America Inc, a wholly-owned subsidiary of Murata, will acquire Peregrine for approximately US$465 million, or US$12.50 per share in cash. Murata is a worldwide leader in the design, manufacture and sale of ceramic-based passive electronic components and solutions, communication modules and power supply modules. Peregrine, founder of RF SOI (silicon on insulator), is a leading fabless provider of high-performance, integrated RF solutions. Partner David Sneider led the transaction, which is subject to Peregrine’s stockholder approval, regulatory approvals and other customary closing conditions, is expected to close by the end of 2014 or early 2015. Thanathip & Partners has advised Bangkok Dusit Medical Services Public Company Ltd in respect of its expansion in hospital network through a proposed acquisition of the entire business of Phuket International Hospital (Siriroj Hospital) with a cash consideration of β3.6 billion (US$112m). Partner Chawaluck Sivayathorn Araneta led the transaction. Thanathip & Partners has also represented Inter Far East Engineering Public Company Ltd in respect of the acquisition of the entire equity interest in V O Net Biodiesel Asia Co Ltd, a solar power plant located in Kalasin Province, which is in line with its business expansion strategy to acquire operating renewable energy power plants in Thailand. Kornjan Tangkrisanakajorn led the transaction. WongPartnership has acted for Mapletree Real Estate Advisors Pte Ltd, a wholly-owned subsidiary of Mapletree Investments Pte Ltd, in respect of establishing the ¥51 billion (US$485.8m) Mapletree Japan Logistics Development which primarily invests in logistics development assets and selected completed logistics assets in Japan. Partners Low Kah Keong and Felicia Ng led the transaction. WongPartnership has also acted for Skyworks Solutions Inc in respect of its joint venture with Panasonic Corp to design, develop and deliver high performance filters, including surface acoustic wave (SAW) devices and temperature compensated SAW devices (TC-SAW), and the acquisition by the joint venture of Panasonic Corp’s SAW and TC-SAW business in Singapore. Partners Kenneth Leong, Vivien Yui, Tan Teck Howe, Joyce Ang, Tan Shao Tong and Lam Chung Nian led the transaction. |
Deals – 27 August 2014
Allen & Gledhill has advised Olam International Ltd in respect of the US$187.5 million sale of a 25 percent stake in its packaged foods business to Sanyo Foods Co Ltd. Olam will hold the majority stake of 75 percent and retain management control of the packaged foods business. Partner Prawiro Widjaja led the transaction which is aimed at capitalising on growth opportunities in sub-saharan Africa.
Allen & Gledhill has also advised Frasers Hospitality Asset Management Pte Ltd as manager of Frasers Hospitality Real Estate Investment Trust (FH-REIT), Frasers Hospitality Trust Management, as trustee-manager of Frasers Hospitality Business Trust (FH-BT), and Frasers Centrepoint Ltd, as sponsor, in respect of the IPO of Frasers Hospitality Trust (FHT), a hospitality stapled group comprising of FH-REIT and FH-BT. The gross proceeds raised were approximately S$367.9 million (US$294.25m). In connection with the IPO, the firm also advised on the acquisition of the Singapore properties of FHT’s initial portfolio valued at approximately S$825 million (US$659.8m), accounting for approximately 50 percent of the total value of the initial portfolio. Partners Jerry Koh, Long Pee Hua, Chua Bor Jern, Ho Kin San and Fock Kah Yan led the transaction. Appleby has acted as Cayman counsel for Glory Flame Holdings Ltd and King Force Security Holdings Ltd in respect of their listing on the Growth Enterprise Market of the HKSE on 15 August 2014 and 20 August 2014, respectively. Glory Flame provides concrete demolition subcontracting services in Hong Kong. A majority of the net proceeds from the listing will be used to enhance and acquire additional machinery and equipment and to strengthen its manpower by recruiting more skilled workers. King Force provides manned security guarding services under Type I security work in accordance with the security company license regime in Hong Kong. A majority of the net proceeds from the listing will be used to strengthen staff recruitment and training and to expand the company’s security guarding and patrol team. Hong Kong corporate partner Judy Lee led the transactions whilst Loong & Yeung advised as to Hong Kong law. Pang & Co in association with Loeb & Loeb acted for the underwriters of the Glory Flame listing whilst CFN Lawyers in association with Broad & Bright acted for the underwriters of the King Force listing as to Hong Kong law. Baker & McKenzie advised Allied World Assurance Company Ltd in respect of its approximately US$215 million acquisition of the Singapore and Hong Kong operations of Royal & Sun Alliance Insurance plc (RSA). The transaction significantly widens Allied World’s international reach and expands its share of leading specialty businesses in the key Asian markets. The transaction, which is subject to regulatory approvals in Singapore and Hong Kong as well as court approval in Singapore, is expected to be completed in the first half of 2015. Allied World Assurance Company Holdings AG, through its subsidiaries and brand known as Allied World, is a global provider of property, casualty and specialty insurance and reinsurance solutions. RSA’s business in Hong Kong and Singapore includes several specialty lines, such as casualty, construction and engineering, marine and property. In 2013, the total gross premiums were approximately US$250 million. Andrew Martin, principal and head of the corporate and securities practice at Baker & McKenzie. Wong & Leow, the member firm of Baker & McKenzie in Singapore, and partner Tracy Wut led the transaction. Baker & McKenzie is also advising The Link Management Ltd, the manager of The Link Real Estate Investment Trust (The Link REIT), in respect of The Link REIT’s acquisition of the commercial development, signage areas and commercial private car and motorcycle parking spaces of Lions Rise Mall in Kowloon from a wholly-owned subsidiary of Kerry Properties Ltd for a total consideration of HK$1.38 billion (US$178m). The Link REIT currently has a portfolio consisting of 178 properties with an internal floor area of approximately 11 million square feet of retail space and 78,000 car park spaces. Real estate partner Debbie Cheung is leading the transaction. Clifford Chance has advised the lead managers CLSA India Ltd and JP Morgan India Private Ltd in respect of Prestige Estates Projects Ltd’s approximately US$100 million Regulation S / Rule 144A qualified institutions placement of 25 million equity shares at INR245 (US$4.05) per share. Listed on the National Stock Exchange of India and the Bombay Stock Exchange, Prestige is one of the largest real estate developers in South India with over 28 years’ experience, having completed 177 residential, commercial and hospitality projects throughout South India. Partner Rahul Guptan led the transaction whilst S&R Associates acted as Indian counsel. Amarchand & Mangaldas advised Prestige as to Indian law. Clifford Chance has also advised the joint global coordinators, Merrill Lynch (Singapore) Pte Ltd, the Hongkong and Shanghai Banking Corp Ltd Singapore Branch and JP Morgan (SEA) Ltd, as the joint lead managers and underwriters, in respect of Oversea-Chinese Banking Corp Ltd’s (OCBC) renounceable rights issue of up to approximately 440 million rights shares at an issue price of S$7.65 (US$6.13) totalling S$3.37 billion (US$2.7b). OCBC, the longest established Singapore bank, is now the second largest financial services group in Southeast Asia by assets. Capital markets partner Raymond Tong led the transaction with partner Johannes Juette. Colin Ng & Partners has acted for Bel Fuse Inc in respect of its acquisition from ABB of the Power One Solutions business, which included 100 percent of the shareholding in the Singapore subsidiary Power-One Pte Ltd. Bel Fuse is primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, commercial aerospace, military, transportation and consumer electronics. The transaction is part of Bel Fuse’s plan to further develop its power business. Partner Bll Jamieson led the transaction. Davis Polk has advised Morgan Stanley in respect of its SEC-registered offering in Taiwan of US$950 million fixed-rate redeemable senior notes due 2044. The notes were settled in Euroclear and Clearstream and are listed on the GreTai Securities Market in Taiwan and offered in Taiwan to professional institutional investors. The notes are the first SEC-registered notes listed on the GreTai Securities Market. The underwriters for the offering were CTBC Bank Co Ltd and Cathay United Bank Co Ltd. The global structuring agent and coordinator was Morgan Stanley & Co LLC whilst the co-structuring agent and coordinator was Mitsubishi UFJ Securities (USA) Inc. Partners Christopher S Schell and Po Sit led the transaction. The underwriters were represented by Sidley Austin as to US law. The issuer was represented by Lee and Li as to Taiwanese law. Hogan Lovells has advised Standard Chartered Securities (Hong Kong) Ltd as the sole book-runner and placing agent in respect of the sale of 26 million H shares in New China Life Insurance Company Ltd, raising approximately US$93.9 million. HKSE-listed New China Life Insurance is engaged in the provision of life insurance and wealth management services locally and globally. The transaction is the firm’s second placement for Standard Chartered, following its placing of 600 million existing shares in Tongda Group Holdings Ltd for US$86.7 million in March this year. Hong Kong partner Terence Lau, supported by partner Thomas Tarala, led the transaction. Khaitan & Co has advised Oesterreichische Entwicklungsbank AG Austria in respect of the amendment of terms in the approximately US$20 million external commercial borrowing facilities availed by SREI Infrastructure Finance Ltd to finance projects in the infrastructure sector in India, renewable energy, energy efficiency, water treatment facilities and waste treatment facilities. Partner Devidas Banerji led the transaction. Khaitan & Co has also advised 3i Infotech Ltd and Professional Access (PA) in respect of the sale of the entire business undertaking relating to Oracle ATG in Professional Access Software Development Private Ltd to Zensar Technologies Ltd (India) by way of a slump sale in an all-cash deal, and the divestment of the entire shareholding in Professional Access Ltd by 3i Infotech Holdings Pvt Ltd, its Mauritius-based subsidiary, to Zensar Technologies Inc USA for a cash consideration. Partner Haigreve Khaitan and associate partner Niren Patel led the transaction. Kirkland & Ellis has represented Orchid Asia Group Management Ltd, a leading independent Chinese private equity firm, in respect of the closing of its sixth private equity fund Orchid Asia VI. The fund closed at its hard cap with aggregate capital commitments of US$920 million. The fund, which will continue Orchid Asia’s investment strategy in China’s consumer services and products sector and the outsourced manufacturing and services sector, accepted commitments from a broad mix of global institutional investors, including public and private pension plans, endowments and foundations, diversified financial institutions and family offices. Hong Kong-based private funds partners Justin Dolling and Carol Liu led the transaction. Luthra & Luthra has advised JSW Steel Ltd in respect of a definitive agreement with Welspun Enterprises Ltd and Welspun Maxsteel Ltd pursuant to which JSW will acquire the entire share capital of Welspun Maxsteel from Welspun Enterprises for an enterprise value of INR1,000 crore (US$165.45m) plus net current assets, subject to relevant regulatory approvals and customary closing conditions. Partners Amit Shetye and Bikash Jhawar led the transaction. Welspun Enterprises and Welspun Maxsteel were advised by Vaish Associates led by partner Martand Singh. Maples and Calder has acted as Cayman Islands counsel to iDreamSky Technology Ltd in respect of its IPO of approximately 8.86 American depositary shares (ADSs), including the sale of approximately 1.1 million additional ADSs to cover over-allotments. Each ADS represents four iDreamSky Class A ordinary shares. The offering, which closed on 12 August 2014, raised approximately US$132 million, including the over-allotments. The ADSs were listed on the NASDAQ Global Select Market. JP Morgan Securities LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners. iDreamSky is one of the largest mobile game publishing platforms in China based on the number of active users. Partner Greg Knowles led the transaction whilst Kirkland & Ellis International acted as US counsel. Davis Polk & Wardwell advised the underwriters. Maples and Calder is also acting as Cayman Islands counsel to Actions Semiconductor Co Ltd in respect of its offer to purchase for cash up to 60 million of its ordinary shares, including shares represented by American Depositary Shares (ADSs), subject to conditions set forth in an offer to purchase dated 20 August 2014. The 60 million shares would represent approximately 14.6 percent of its issued and outstanding shares, including shares represented by ADSs, as of 10 August 2014. The offer will expire on 18 September 2014. Laurel Hill Securities LLC and Imperial Capital LLC act as the dealer managers for the offer. A Cayman Islands company listed on The NASDAQ Global Market, Actions Semiconductor is one of China’s leading fabless semiconductor companies. Partner Greg Knowles is also leading the transaction whilst Fenwick & West is acting as US counsel. Minter Ellison is advising ASX-listed Oakton Ltd, one of Australia’s leading technology and business consulting services companies, in respect of an agreement with Dimension Data Australia Pty Ltd under which Dimension Data will purchase 100 percent of Oakton’s 90 million shares for A$1.90 (US$1.77) per share via a scheme of arrangement. Dimension Data is a wholly-owned subsidiary of Dimension Data Holdings plc, which is itself owned by Nippon Telegraph and Telephone Corp. The scheme has been unanimously recommended by Oakton’s Board in the absence of a superior proposal and is subject to court approval, approval by Oakton’s shareholders and the satisfaction or waiver of all other conditions. The offer values Oakton at A$171 million (US$159.34m). Corporate and M&A partners John Steven, Bart Oude-Vrielink, Alberto Colla and Marcus Best are leading the transaction. Herbert Smith Freehills is advising Dimension Data. Paul Hastings has represented the underwriters, composed of Morgan Stanley Asia Ltd, CITIC Securities Corporate Finance (HK) Ltd, ICBC International Securities Ltd, CCB International Capital Ltd, DBS Asia Capital Ltd, First Shanghai Securities Ltd, GF Securities (Hong Kong) Brokerage Ltd and Celestial Securities Ltd, in respect of China VAST Industrial Urban Development Company Ltd’s US$130 million IPO and Rule 144A global offering on the Main Board of the HKSE. China VAST is one of the pioneer service providers in the planning, development and operation of large-scale industrial towns in China. It is currently cooperating with some local governments in China to develop four industrial town projects with a total planned site area of 67.5 million square meters. Chair of Hong Kong office partner Sammy Li and capital markets partner Steven Winegar led the transaction. Rajah & Tann has acted as Singapore counsel for Citigroup Global Markets Singapore Pte Ltd and Daiwa Capital Markets Singapore Ltd as the joint global coordinators, book-runners, issue managers and underwriters in respect of the offering and listing on 1 August 2014 on the Main Board of the SGX-ST of approximately 782 million units in Accordia Golf Trust (AGT). AGT is the first business trust with an initial portfolio comprising investments in golf course assets in Japan to be listed on the SGX-ST. The transaction was valued at S$1.1 billion (US$881.6m). The investment in the initial portfolio of golf course assets was through a tokumei kumiai (TK) structure, where AGT entered into a Japanese TK arrangement as a TK investor with the special purpose vehicle which was the TK operator under the TK arrangement. AGT is the first Singapore business trust to utilize the TK structure to invest in its initial portfolio. Partners Evelyn Wee and Howard Cheam, supported by partners Lawrence Tan, Soh Chai Lih and Regina Liew, led the transaction whilst Nagashima Ohno & Tsunematsu advised as to Japanese law and Allen & Overy advised as to US Federal Securities laws. Allen & Gledhill acted as Singapore counsel for Accordia Golf Trust Management Pte Ltd as the trustee-manager and Accordia Golf Co Ltd as the sponsor whilst Mori Hamada & Matsumoto advised as to Japanese law. Rajah & Tann has also acted as Singapore counsel for Japfa Ltd in respect of its IPO and listing on the Main Board of the SGX-ST. Japfa offered 248 million shares in an international offering and under a Singapore public offer which listed on 15 August 2014. Credit Suisse (Singapore) Ltd and DBS Bank Ltd were the joint global coordinators, joint issue managers and joint book-runners and underwriters. Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank International) was the co-lead manager. Japfa has also granted an over-allotment option to Credit Suisse to purchase up to 37.2 million additional shares. Headquartered in Singapore, Japfa produces multiple protein foods, with an emphasis on milk, poultry and beef, complemented by growing businesses in swine and aquaculture. It has operations in China, Indonesia, Vietnam, Myanmar and India. Japfa is the first industrialized agri-food company focused on protein foods to list in Singapore. Partner Evelyn Wee, supported by partner Teo Yi Jing, led the transaction whilst Rajah & Tann NK Legal Myanmar Company, led by partner Chester Toh, and the firm’s Indonesia associated Assegaf Hamzah & Partners, led by partners Ahmad Fikri Assegaf and Eri Raffaera Budiarti, advised on Myanmar and Indonesia laws, respectively. Global Law Office advised as to PRC law and Vietnam International Law Firm Hanoi Branch advised as to Vietnamese law. Clifford Chance advised Credit Suisse (Singapore) and DBS Bank as to Singapore law, US Federal Securities law and New York law. Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of IREIT Global, in respect of IREIT Global’s listing and IPO on the Mainboard of the SGX to raise gross proceeds of approximately S$369 million (US$295m). IREIT Global is Singapore’s first pure-play REIT with office assets in Germany. Partners Tan Woon Hum and Andrea Ng led the transaction. Simpson Thacher has represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by China Rundong Auto Group Ltd, a KKR portfolio company, of approximately 268.6 million ordinary shares which raised approximately HK$877 million (US$113m) in gross proceeds. China Rundong Auto is one of the largest luxury automobile dealership groups in affluent coastal regions of Eastern China. Its ordinary shares are listed on the HKSE. Morgan Stanley and Merrill Lynch acted as joint sponsors, jointed global coordinators, joint book-runners and joint lead managers; CCB International Capital Ltd and Haitong International Securities Company Ltd acted as joint book-runners and joint lead managers; and KKR Capital Markets LLC acted as a co-lead manager. Chris Wong and Chris Lin led the transaction. Thanathip & Partners has advised Bangkok Dusit Medical Services Public Company Ltd in respect of another completion of its expansion in hospital network through an acquisition of the entire business of Sanamchan Hospital for β3.66 billion (US$114.42m) in cash. Managing partner Thanathip Pichedvanichok and co-founding partner Arunee Mahathorn led the transaction. Thanathip & Partners has also advised Royal Bangkok Healthcare Co Ltd, a wholly-owned subsidiary of Bangkok Dusit Medical Services Public Company Ltd, in respect of its proposed acquisition of the entire equity interest in Save Drug Center Company Ltd, a leading Thai pharmaceutical company with outlets country-wide, for up to β380 million (US$11.9m). Managing partner Thanathip Pichedvanichok also led the transaction which is expected to close in the fourth quarter of 2014. Vaish Associates Advocates has advised PNB Housing Finance Ltd in respect of availing of a US$100 million loan by way of external commercial borrowing from International Finance Corp. The proceeds will be utilized for onward lending to the low-cost affordable housing sector. Partner Vinay Vaish led the transaction which closed on 7 August 2014. Amarchand Mangaldas, led by partner Pranav Sharma, advised International Finance Corp. Weerawong, Chinnavat & Peangpanor has acted as Thai counsel for Thai consumer conglomerate Berli Jucker Public Company Ltd in respect of the €655 million (US$864.4m) acquisition from Metro Cash & Carry International Holding BV of METRO Cash & Carry Vietnam Ltd, the biggest foreign-owned player in Vietnam’s modern grocery market and a leading player in Vietnam’s modern grocery market with 19 cash & carry stores across 14 cities. Chairman Weerawong Chittmittrapap led the transaction. Weerawong, Chinnavat & Peangpanor has also represented Thanachart Bank Public Company Ltd in respect of a β2.1 billion (US$65.65m) credit facility and β2.38 billion (US$74.4m) IRS and F/X facility granted to AIF Toll Road Holdings (Thailand) Ltd, a major shareholder of Don Muang Toll Way Plc, for the company’s capital restructuring. Partner Passawan Navanithikul led the transaction. WongPartnership has advised the issuer and guarantor in respect of Tata Steel Ltd’s offering of US$500 million 4.85 percent guaranteed notes due 2020 and US$1 billion 5.95 percent guaranteed notes due 2024. Both tranches were issued by ABJA Investment Co Pte Ltd and guaranteed by Tata Steel Ltd. These bond offerings rank amongst the largest bond offerings from India so far this year. The joint book-runners and lead managers were Australia and New Zealand Banking Group Ltd, BNP Paribas Singapore Branch, Citigroup Global Markets Singapore Pte Ltd, Crédit Agricole Corporate and Investment Bank Singapore Branch, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corp Ltd Singapore Branch, Merrill Lynch (Singapore) Pte Ltd, Morgan Stanley Asia (Singapore) Pte, Coöperatieve Centrale Raiffeisen-Boerenleenbank BA (also known as Rabobank International) Hong Kong Branch, The Royal Bank of Scotland plc Singapore Branch, SBICAP (Singapore) Ltd and Standard Chartered Bank. Partners Hui Choon Yuen and Tan Shao Tong led the transaction. WongPartnership has also acted for Mapletree Real Estate Advisors Pte Ltd, a wholly-owned subsidiary of Mapletree, in respect of establishing the ¥56.5 billion (US$543m) Mapletree Japan Office Fund which invests predominantly in completed and yielding office space located primarily on or around the fringe of the Tokyo central business district and within the Greater Tokyo area. Partners Low Kah Keong and Felicia Ng led the transaction. |
Deals – 20 August 2014
Appleby has acted as Cayman counsel to UGE Holdings Ltd in respect of a reverse takeover transaction in which it was acquired by UGE International Ltd. The transaction involved UGE International’s issuance of approximately 8.92 million common shares and 17 million special warrants to UGE Holdings shareholders in exchange for all of the issued shares of UGE Holdings, a leading developer of distributed renewable energy solutions for enterprise clients with projects in over 90 countries. UGE International, formerly known as Way Ventures Inc, has been a capital pool company with shares listed on the Toronto Stock Exchange. UGE International’s common shares had been suspended from trading since December 2013, pending completion of a qualifying transaction. TSX recently accepted the above transaction as a qualifying transaction and the common shares of UGE International commenced trading at the opening on 13 August 2014. Hong Kong corporate partner John Melia led the transaction.
Baker & McKenzie has advised EQT Partners, as investment advisor to EQT Greater China II (EQT), in respect of the sale of Gala TV Corp, one of the leading cable TV channel operators in Taiwan, to Yung Tsai Investment Co Ltd. Gala TV was established in 1997 and operates four cable TV channels in Taiwan, offering a mixture of in-house produced, commissioned and acquired content. EQT acquired Gala TV in 2011. Taiwan-based corporate partners Michael Wong and Chris Tsai, supported by Hong Kong-based corporate partner Tracy Wut, led the transaction. Baker & McKenzie’s US Securities team in China and Hong Kong has also advised state-owned China Railway Construction Corp Ltd (CRCC) in respect of a US$800 million 3.95 percent guaranteed bonds issuance pursuant to Regulation S under the US Securities Act. This is CRCC’s second Regulation S bond issuance on which the firm has advised. In May 2013, the firm also advised CRCC on the offering of US$800 million 3.5 percent guaranteed bonds due 2018. Citigroup, HSBC, DBS, BNP Paribas and UBS acted as the joint lead managers for the issuance of the bonds. Shanghai-based securities partner Lance Chen led the transaction. Clifford Chance has advised Credit Suisse (Singapore) Ltd and DBS Bank Ltd, as joint global coordinators, and Rabobank International, as co-lead manager, in respect of the S$198 million (US$159m) Singapore IPO of Japfa Ltd, an Asian agri-food company focusing on the production of staple protein foods. Japfa is a market leader in several classes of protein foods, with an emphasis on milk, poultry and beef and with growing businesses in swine and aquaculture. It has operations in China, Indonesia, Vietnam, India and Myanmar. Capital markets partners Johannes Juette and Raymond Tong led the transaction. Davis Polk has advised JP Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Stifel, Nicolaus & Company Inc and Piper Jaffray & Co as underwriters in respect of the IPO by iDreamSky Technology Ltd of 7.7 million American Depositary Shares (ADSs), each representing four iDreamSky Class A ordinary shares. iDreamSky has granted the underwriters an option to purchase up to an additional 1.155 million ADSs. The ADSs are listed on the NASDAQ Global Select Market. iDreamSky is the largest independent mobile game publishing platform in China based on the number of active users in 2013. Partners James C Lin and John D Paton led the transaction whilst Haiwen Partners advised as to PRC law. iDreamSky was advised by Kirkland & Ellis International as to US and Hong Kong laws, Han Kun Law Offices as to PRC law and Maples and Calder as to Cayman Islands law. Davis Polk has also advised the underwriters, composed of ANZ Securities, BNP Paribas, Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch, Pierce, Fenner & Smith Inc, Standard Chartered Bank and Daewoo Securities Co Ltd, in respect of the concurrent SEC-registered Schedule B debt offerings by KEXIM of US$500 million 2.375 percent notes due 2019 and US$500 million 3.25 percent notes due 2026. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partner Eugene C Gregor led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Lee & Ko as to Korean law. J Sagar Associates has advised Franklin Electric Company Inc in respect of its acquisition of 70 percent of the shares of Pluga Pumps and Motors Ltd, a designer, manufacturer and distributor of groundwater motor and pumping equipment throughout India. Partner Rohitashwa Prasad led the transaction. Khaitan & Co has advised Standard Chartered Bank London in respect of a corporate guarantee provided by Crompton Greaves Ltd, under the overseas direct investment route, to secure an approximately US$27 million term loan facility availed by CG International BV Netherlands. Partner Devidas Banerji led the transaction. Khaitan & Co has also advised Saregama India Ltd in respect of successfully opposing the grant of ad interim relief prayed by Ultra Distributors Private Ltd against Saregama India in relation to the purported claims of exploitation of copyright of 26 cinematographic films in various platforms. Saregama India is a flagship company of the entertainment sector of the RP-Sanjiv Goenka Group, India’s youngest business group. Partner Chakrapani Misra led the transaction. Latham & Watkins has represented Bank of America Merrill Lynch, JP Morgan and UBS as brokers in respect of Bharti Airtel’s US$348.8 million OFS block trade of equity shares of Bharti Infratel. The deal closed 1.3 times oversubscribed. Bharti Airtel is one of the largest tower infrastructure providers in India and the world’s fourth largest mobile service provider. Singapore partner Rajiv Gupta led the transaction. Luthra & Luthra has acted as Indian counsel to City Union Bank and the book running lead managers, composed of Edelweiss Financial Services Ltd, Kotak Mahindra Capital Company Ltd, Axis Capital Ltd, ICICI Securities Ltd, Ambit Corporate Finance Private Ltd and Spark Capital Advisors (India) Private Ltd, in respect of City Union’s QIP. The deal was one of the first QIPs to launch after the enactment of the Companies Act 2013 and the rules thereunder. As City Union was established in 1904 and has a history of over 109 years, there were numerous issues in relation to disclosure of historical information (warranted under the extant QIP disclosure regime) about the bank. Partner Manan Lahoty led the transaction. Maples and Calder has acted as Cayman Islands counsel to Jinkosolar Power Engineering Group Ltd in respect of its private equity investments from Macquarie Greater China Infrastructure Fund, China Development Bank International and New Horizon Capital. The three parties paid a total of US$225 million for a 45 percent stake of JinkoSolar’s equity interest to bolster JinkoSolar’s downstream solar power project division. JinkoSolar is a subsidiary of JinkoSolar Holding Co Ltd, a global leader in the solar PV industry with production operations in Jiangxi and Zhejiang Provinces in China. Partner Greg Knowles led the transaction whilst Shearman & Sterling and DaHui Lawyers acted as US and Chinese counsel, respectively. Maples and Calder has also acted as Cayman Islands counsel to Alibaba Group Holding Ltd in respect of the restructuring of its relationship with the parent of Alipay, Zhejiang Ant Small and Micro Financial Services Group Co Ltd (SMFSC), a company incorporated in the PRC. Under the restructuring, Alibaba agreed to dispose of its SME loan business to SMFSC in exchange for cash consideration and annual fees, and Alibaba will receive 37.5 percent of the consolidated pre-tax income of SMFSC and its subsidiaries, which include Alipay. Alibaba will also be entitled to a payment equal to 37.5 percent of SMFSC’s equity value in case of a liquidity event, such as an IPO of Alipay or SMFSC. In addition, the cap of US$6 billion on the liquidity event payment under the previous agreement has been removed in connection with the restructuring, significantly increasing the potential future financial benefits to Alibaba. Partners Mark Western and Greg Knowles led the transaction whilst Wachtell, Lipton, Rosen & Katz acted as US counsel. Skadden, Arps, Slate, Meagher & Flom and Morrison & Foerster acted for Yahoo! Inc and Softbank, respectively, Alibaba’s two largest shareholders. Norton Rose Fulbright has advised Fosun International Ltd, China’s largest privately-owned corporation, in respect of the US$489 million takeover of ASX-listed ROC Oil Company Ltd. ROC is an oil company with assets across China, Malaysia, Myanmar, Australia and the UK. Fosun’s takeover bid for ROC has trumped a competing merger bid with another ASX-listed oil and gas company, Horizon Energy. Melbourne-based M&A and equity capital markets partner James Stewart led the transaction which was announced on 4 August 2014. Paul Hastings has represented Deutsche Bank AG Singapore Branch and Standard Chartered Bank in respect of a Rule 144A and Regulation S offering of US$350 million 7 percent senior secured notes due 2019 by GCX Ltd, a subsidiary of India’s Reliance Communications and a leading global data communications service provider with one of the largest global subsea cable and terrestrial networks. The notes were listed on the SGX. Leveraged finance partners David Grimm and Brett King led the transaction. Paul Hastings has also represented the joint lead managers and joint book-runners, composed of Goldman Sachs (Asia) LLC, Deutsche Bank AG Singapore Branch, JP Morgan Securities plc, Barclays Bank PLC, BNP Paribas Hong Kong Branch, Guotai Junan Securities (Hong Kong) Ltd, Huatai Financial Holdings (Hong Kong) Ltd, ICBC International Securities Ltd and ICBC International Capital Ltd, in respect of the issuance by Shanghai Electric Group Global Investment Ltd of the US$500 million 3 percent guaranteed bonds due 2019 guaranteed by Shanghai Electric (Group) Corp, one of the largest equipment manufacturing conglomerates and one of the three major power equipment suppliers in China. The bonds are listed on the SGX. Corporate partners David Grimm, Jia Yan and David Wang led the transaction. Russin & Vecchi has acted as Vietnam counsel for Berli Jucker Public Company Ltd (BJC) in respect of its purchase of Metro, a food and household goods German-owned chain with 19 outlets in Vietnam. BJC’s purchase includes all of the operations in Vietnam. The purchase documents were executed on 7 August 2014 whilst the purchase price was US$879 million, probably the largest non-energy M&A transaction ever completed in Vietnam. Weerawong, Chinnavat & Peangpanor acted as Thai counsel. Metro was represented in Vietnam by Freshfields. Shook Lin & Bok is acting as Singapore counsel for SGX and HKSE-listed China XLX Fertiliser Ltd in respect of its voluntary delisting from the Mainboard of the SGX whilst retaining its listing on the HKSE, and the cash exit offer by CITIC Securities Corporate Finance (HK) Ltd and CLSA Singapore Pte Ltd, the joint financial advisers, for and on behalf of Pioneer Top Holdings Ltd. Based on the offer price, China XLX is valued at approximately S$470 million (US$377.6m). Partners Wong Gang, Tan Wei Shyan and Pearlyn Xie led the transaction which is one of the rare delistings of a dual-listed company from SGX, involving the complexities of obtaining regulatory clearances from both SGX and HKSE. Simpson Thacher has represented Daiwa Capital Markets Hong Kong Ltd and ING Bank NV Hong Kong Branch in respect of the offering of US$120 million credit enhanced currency linked zero coupon convertible bonds of Neo Solar Power Corp. Payments of the principal of and premium on the bonds at maturity or upon redemption or repurchase will have the benefit of an irrevocable standby letter of credit issued by ING Bank NV, acting through its Taipei Branch. The bonds are listed on the SGX. Based in Taiwan, Neo Solar is a leading solar product manufacturer specializing in the research, development and manufacturing of high-efficiency solar cells, solar modules and solar systems. It is the world’s largest merchant solar cell supplier in 2013. Neo Solar’s common shares are traded on the Taiwan Stock Exchange. Partner Chris Lin led the transaction. Slaughter and May Hong Kong has advised Industrial and Commercial Bank of China Ltd (ICBC), acting through its Singapore branch, in respect of its establishment of a US$5 billion multicurrency commercial paper and certificate of deposit programme. Corporate and commercial partner Peter Brien led the transaction whilst Allen & Gledhill and DeHeng Law Offices advised on Singapore law and PRC law, respectively. Thanathip & Partners has advised AIF Toll Road Holdings (Thailand) Ltd, a subsidiary of Metro Pacific Investments, the leading infrastructure investment firm in the Philippines, and a holder of 29.45 percent interest in Don Muang Tollway Public Company Ltd, a constructor and operator of certain tollways in Thailand, in respect of a financing of β2.1 billion (US$66m) term loan from Thanachart Bank Public Company Ltd for capital return to its shareholders. Partner Arunee Mahathorn led the transaction. Virtus Law, an alliance member of Stephenson Harwood (Singapore), has advised AIM-listed RapidCloud International plc in respect of its acquisition of Exxelnet Solutions Pte Ltd, a Singaporean web development firm offering end-to-end online solutions. The acquisition, which is conditional upon the satisfaction of the relevant conditions, will be the first since RapidCloud’s admission to AIM on 14 August 2013, and will expand its geographical footprint. RapidCloud is one of the few solution providers in Southeast Asia to deliver its service offerings through all three available cloud computing segments. Corporate partner Seh-Ping Kong led the transaction. WongPartnership has acted for Australia and New Zealand Banking Group Ltd Singapore Branch in respect of a S$88.75 million (US$71.3m) financing relating to European real estate asset manager SEB Asset Management’s acquisition of Anson House, a 13-storey office and commercial building in Singapore’s Central Business District. Partners Christy Lim and Carol Anne Tan led the transaction. WongPartnership has also acted for Q&M Dental Group in respect of the acquisition of the entire share capital of Aidite High Technical Ceramics Co Ltd, the second largest manufacturer in the PRC of components used in a new high-tech process for making crowns. Partners Joseph He and Gerry Gan led the transaction. Zhong Lun has acted as PRC counsel for HSBC, JP Morgan and Nomura as joint lead managers in respect of Asia View Ltd’s issue of US$200 million 1.5 percent guaranteed exchangeable bonds due 2019. Asia View is a wholly-owned subsidiary of Yuexiu Enterprises (Holdings) Ltd. The bonds are guaranteed by Yuexiu Enterprises (Holdings) Ltd and exchangeable into shares of Yuexiu Transport Infrastructure Ltd at the option of the bondholders. HKSE-listed Yuexiu Transport Infrastructure Ltd is engaged in investment in and operation and management of expressways and bridges in Guangdong Province and other provinces in China. Partners Xuebing Zhang and Christie Tao led the transaction. Zhong Lun has also advised Noah Holdings Ltd in respect of its launch, together with Sinolink Securities Co Ltd and Sinolink Dingxing Investment Co Ltd, of the Sinolink Dingxing Buyout Fund with a total scale of RMB1.5 billion (US$244m) at the first round fundraising. Sinolink Dingxing Buyout Fund is the first buyout fund launched by a Chinese small and medium-sized securities company focusing on the mezzanine fund to finance buyouts, serving the growth-up and buyout of the leading enterprises in industrial market segmentations. Partner Catherine Chen led the transaction. |
Deals – 13 August 2014
Allen & Gledhill has advised Centurion Corp Ltd in respect of the proposed £77 million (US$129m) acquisition of four properties located in the United Kingdom. These properties are existing purpose built student accommodation developments. Partner Christopher Ong led the transaction which is Centurion’s largest acquisition to date and its first in the United Kingdom.
Allen & Gledhill has also advised SIA Engineering Company Ltd in respect of the Singapore-based joint venture with The Boeing Company and Boeing Singapore Pte Ltd to provide fleet management services to Boeing-branded aircraft in the Asia Pacific region. Partners Richard Young, Lee Kee Yeng and Daren Shiau led the transaction. Appleby has acted as Cayman counsel for China U-Ton Holdings Ltd in respect of its transfer of listing of all shares from the Growth Enterprise Market to the Main Board of the HKSE. The transfer of listing does not involve any issue of new shares by China U-Ton. A full range fiber optic network solutions provider servicing the telecommunications industry, China U-Ton was listed on the Growth Enterprise Market on 12 June 2012. Combining the micro-ducts and mini-cables system integration methods, as well as traditional methods, China U-Ton provides optical fiber deployment solutions to major telecommunication operators in the PRC. Hong Kong corporate partner Judy Lee led the transaction whilst Li & Partner advised on Hong Kong law. AZB & Partners has advised private equity firm Xander in respect of its approximately INR4 billion (US$65.4m) acquisition of securities in real estate firm Supertech Ltd and its subsidiaries / affiliates. Partner Hardeep Sachdeva led the transaction which was partly completed on 5 August 2014. Davis Polk has advised Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corp Ltd, Morgan Stanley & Co International plc and Standard Chartered Bank as initial purchasers in respect of a US$400 million Regulation S high-yield offering by HKSE-listed KWG Property Holding Ltd of its 8.25 percent senior notes due 2019. KWG Property is a large-scale PRC property developer which focuses on mid- to high-end residential property developments with distinctive characteristics. Partners William F Barron and John D Paton led the transaction whilst Commerce and Finance Law Offices advised as to Chinese law. KWG Property Holding was advised by Sidley Austin as to US and Hong Kong laws, Jingtian & Gongcheng as to Chinese law and Conyers as to British Virgin Islands and Cayman Islands laws. Davis Polk has also advised Greenland Hong Kong Holdings Ltd, a subsidiary of Greenland Holding Group Company Ltd (Greenland Holding), in respect of its issue of US$500 million 4.375 percent notes due 2017 under its US$2 billion medium-term note program. The notes were supported by a keepwell deed and an equity purchase undertaking from Greenland Holding. Greenland Hong Kong is principally engaged in the development of quality residential, commercial and hotel properties in PRC. Its ordinary shares are listed on the Main Board of the HKSE. Greenland Holding is a leading group company in PRC with a focus on real estate business. Partner Paul Chow led the transaction whilst Conyers Dill & Pearman advised as to Cayman Islands law and AllBright Law Offices advised as to PRC law. Credit Suisse Securities (Europe) Ltd and The Hongkong and Shanghai Banking Corp Ltd, the joint global coordinators, and, with BOCI Asia Ltd, JP Morgan Securities plc and Morgan Stanley & Co International plc, the joint book-runners, were advised by Linklaters as to Hong Kong law and English law and Commerce & Finance Law Offices as to PRC law. Han Kun has advised Jefferies, as the sole sponsor, and Jefferies and CICC, as joint book-runners, in respect of an IPO at the HKSE by Ourgame International Holdings Ltd (6899), a leading online card and board game developer and operator in China. Han Kun has also represented Yongye International Inc in respect of its going-private transaction led by Yongye Chairman and CEO Wu Zishen, Morgan Stanley Private Equity Asia, Lead Rich International and Full Alliance International. Headquartered in Beijing, Yongye is a leading developer and distributor of Shengmingsu brand plant and animal nutrient products in the PRC. HSA Advocates has advised the Mittal Group of Companies in respect of its joint venture agreement with Eurobearings Srl Italy (EUB). Since 1997, EUB has supplied tin-based antifriction alloy coatings for the power generation market. With manufacturing facilities located across the globe and headquartered out of Italy, the JV company will have a manufacturing facility set up in Delhi. The JV company will engage in the manufacturing, assembly, sale, marketing and after sales services in relation to a range of oil lubricated bearings with tin-based antifriction alloy coatings for the power generation market. The Mittal Group of Companies have been the selling agents for EUB in India for several decades. Aparajit Bhattacharya, Harvinder Singh, Sumedha Dutta and Devika Chadha led the transaction. JG Legal (Milan, Italy) advised EUB with a team comprising of Jacopo Gasperi and Cristina Knupfer. J Sagar Associates has advised Kaba Holding AG in respect of the restructuring of its existing shareholding and acquisition of additional stake in its existing joint venture, Dorset Kaba Security Systems Private Ltd, which manufactures door locks and handles. Kaba has acquired by way of preferential allotment an additional 25 percent stake, taking its shareholding up to 74 percent. As part of the composite transaction, Dorset Kaba has also expanded its existing business by acquiring three businesses on a slump sale basis. The three slump sales and the preferential allotment closed simultaneously. Partners Upendra Nath Sharma and Pallavi Puri led the transaction. The Indian shareholders were advised by Luthra & Luthra Law Offices. Khaitan & Co has advised Clayton, Dubilier & Rice LLC (CD&R) in respect of the Indian leg of the transaction involving acquisition of the entire water technology business of Ashland Inc globally for US$1.8 billion. CD&R is among the most respected private equity firms in the world. Its investors include leading financial institutions, university endowments and corporate and public pension funds. Partner Aakash Choubey, with assistance from Executive Directors Daksha Baxi and Dinesh Agrawal, led the transaction. Khaitan & Co has also advised INOX Leisure Ltd in respect of its acquisition of 100 percent stake of Satyam Cineplexes Ltd for approximately US$30 million. The transaction is one of the largest acquisitions in its sector. INOX Leisure, the diversification venture of the INOX group into entertainment, is a subsidiary of Mumbai- headquartered Gujarat Fluorochemicals Ltd Partner Bharat Anand alongside Associate Partner Joyjyoti Misra, supported by Executive Directors Daksha Baxi and Arvind Baheti, led the transaction and Associate Partner Kabir Bogra advised on the Indirect Tax aspects of the transaction. Kirkland & Ellis has represented iDreamSky Technology Ltd, one of China’s largest mobile game publishing platforms, in respect of its US$115 million IPO of American depositary shares on NASDAQ. JP Morgan, Credit Suisse and Stifel acted as underwriters on the listing which took place on 7 August 2014. Shenzhen-based iDreamSky has launched and operates popular mobile game titles in China, including Fruit Ninja, the Temple Run series and Subway Surfers. Hong Kong corporate partners David Zhang and Benjamin Su led the transaction whilst Han Kun also advised on the deal. Latham & Watkins has advised Fosun International Ltd, a Chinese conglomerate with operations around the world, in respect of its investment in Studio 8 LLC, a US movie and entertainment business founded by Jeff Robinov, the former president of Warner Bros Motion Pictures Group. Fosun believes that China has already become the world’s second largest motion pictures market and is expected to surpass the US as the world’s largest market in the next few years. With the global culture and entertainment market becoming increasingly integrated, the consumption of movie and entertainment has grown significantly. The investment in Studio 8 represents a significant strategic footprint for Fosun in capturing the opportunities in the global movie and entertainment industry. Fosun believes the partnership will bring together China and Hollywood to build a global platform not only focusing on movie and entertainment investment but also aiming to integrate movie entertainment resources around the world. Shanghai partner Karen Yan and Silicon Valley partner Linda Inscoe led the transaction. Latham & Watkins has also represented Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc, as the joint book-running managers, and China Renaissance Securities (Hong Kong) Ltd and UBS Securities LLC, as the co-managers, in respect of the US$900 million convertible bond issuance by Qihoo 360 Technology Co Ltd, a Chinese internet and mobile security products and services provider. NYSE-listed Qihoo 360 is one of the leading and fastest-growing internet companies in China. The deal was structured into two equally-sized tranches, one with a six-year maturity and three-year put, and the other with a seven-year maturity and five-year put. The structure was designed to avoid overlapping with the company’s existing US$600 million convertible bonds, which mature in 2018. The bonds were issued pursuant to Rule 144A and Regulation S. Hong Kong partners Posit Laohaphan and Eugene Lee led the transaction which is reportedly the largest-ever convertible bond issued by a US-listed Chinese technology company and the largest convertible bond in Asia in the last three years. Maples and Calder is acting as Cayman Islands counsel to Oversea-Chinese Banking Corp Ltd (OCBC) in respect of its voluntary general offer, through its wholly-owned subsidiary OCBC Pearl Ltd, to acquire the entire issued share capital of HKSE-listed Wing Hang Bank Ltd for approximately HK$38.43 billion (US$4.96b) in cash. OCBC, Singapore’s second-largest lender by assets, has also reached agreement with a group of Wing Hang shareholders, including the family of chairman Patrick Fung and Bank of New York Mellon Corp, to acquire the 45 percent of shares they jointly own. The deal will allow OCBC to add Wing Hang’s network of over 70 branches in Hong Kong, Macau and mainland China. Partner Greg Knowles led the transaction whilst Slaughter and May acted as counsel to OCBC in the transaction which was completed on 29 July 2014. Freshfields Bruckhaus Deringer advised Wing Hang Bank. Maples and Calder has also acted as Cayman Islands counsel to Noah Education Holdings Ltd, a Cayman Islands company listed on the NYSE, and to its special committee in respect of its going private transaction by way of merger which completed on 30 July 2014. Noah is a leading provider of education services in China, operating in three different segments, with a focus on English language training, high-end kindergartens, primary and secondary schools and supplemental education. As a result of the merger, Noah became a wholly-owned subsidiary of Rainbow Education Holding Ltd, a Cayman Islands company beneficially owned by a consortium comprised of MSPEA Education Holding Ltd (an affiliate of Morgan Stanley Private Equity Asia, the private equity arm of Morgan Stanley) and certain existing Noah shareholders, including senior management. The unaffiliated shareholders received US$2.85 per ordinary share whilst the unaffiliated holders of Noah American depositary shares, each representing one ordinary share, received US$2.85 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes. Partner Greg Knowles also led the transaction whilst Latham & Watkins acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to the buyer group. Paul Hastings has represented WH Group Ltd, formerly known as Shuanghui International Holdings Ltd, in respect of its US$2.36 billion global offering and IPO, including the offering amount in the event that the over-allotment option is exercised in full, on the Main Board of the HKSE. Morgan Stanley Asia Ltd and BOCI Asia Ltd acted as the joint sponsors, joint global coordinators, joint book-runners and joint lead managers of the offering. WH Group is the world’s largest pork company, with global leadership across key segments of the industry value chain, including packaged meats, fresh pork and hog production. The completion of the listing marks one of the largest Hong Kong IPOs in 2014 to date. Partner and chair of Greater China Raymond Li, with support from capital markets partners Catherine Tsang, Steven Winegar and Zhaoyu Ren, led the transaction whilst Maples and Calder, led by partner Jenny Nip, acted as Cayman Islands. Cleary Gottlieb Steen & Hamilton (Hong Kong) acted for the joint sponsors and the underwriters. Paul Hastings is also representing Nat-Ace Pharmaceutical Ltd in respect of its acquisition of approximately 52.79 percent of the entire share capital of Perception Digital Holdings Ltd. Pursuant to the Hong Kong Takeovers Code, CCB International Capital Ltd for and on behalf of Nat-Ace has made an unconditional mandatory cash offer to acquire all the issued shares in and cancel all outstanding options of Perception Digital, other than those already owned by or agreed to be acquired by Nat-Ace and parties acting in concert with it. Corporate partner Nan Li is leading the transaction. Simpson Thacher is representing Alibaba Group Holding Ltd in respect of its US$120 million investment in Kabam Inc, a leader in free-to-play games for core players. In connection with the proposed investment, Alibaba and Kabam also agreed to publish popular Kabam mobile games in China across Alibaba Group’s mobile applications, including Mobile Taobao and Laiwang. Partner Katie Sudol is leading the transaction. Skadden has advised Ctrip.com International, China’s leading online travel services company, in respect of the expansion of its commercial partnership agreement with The Priceline Group, the world’s largest online travel service provider. The partnership with Ctrip will allow both companies to access each other’s portfolios. Concurrently with the expansion of the partnership, The Priceline Group invested US$500 million in Ctrip through a convertible bond. In addition, Ctrip has granted The Priceline Group permission to acquire Ctrip shares in the open market over the next twelve months so that, combined with shares convertible under the bond, The Priceline Group may hold up to 10 percent of Ctrip’s outstanding shares. Hong Kong partners Julie Gao and Jonathan Stone, New York partner Stuart D Levi and Los Angeles partner Michael Gisser led the transaction. Sullivan & Cromwell, led by partners Brian E Hamilton, Garth W Bray and Keith A Pagnani, advised The Priceline Group. Weerawong, Chinnavat & Peangpanor has advised Global Power Synergy Company Ltd (GPSC), an investment arm of PTT Plc, in respect of GPSC’s first offshore venture capital transaction in a strategic investment of US$15 million in 24M Technologies Inc, a start-up venture and new business model for energy storage in the US. Other strategic investors included Kyocera Corp and IHI Corp, and venture capital investors Charles River and North Bridge Venture Partners. Partner Passawan Navanithikul led the transaction. |
Deals – 6 August 2014
Akin Gump is acting as US counsel to the special committee of the board of directors of Le Gaga Holdings Ltd in respect of its going private transaction. Le Gaga entered into a definitive agreement and plan of merger with Harvest Parent Ltd and Harvest Merger Ltd, both Cayman Islands exempted companies with limited liability. This follows the receipt of a “going private” proposal in May 2013 from a consortium, including both its chairperson and its chief executive officer, valuing the company at about US$184 million. The group plans to offer US$4.06 in cash for each American Depository Share it does not already own. Le Gaga is one of the largest greenhouse vegetable producers in China. Hong Kong corporate partner Greg Puff is leading the transaction.
Allen & Gledhill has advised Temasek Financial (I) Ltd and Temasek Holdings (Private) Ltd in respect of the update of its US$15 billion guaranteed global medium term note programme which is unconditionally and irrevocably guaranteed by Temasek Holdings. Partners Yeo Wico, Jeanne Ong and Sunit Chhabra led the transaction. Allen & Gledhill has also advised CBRE Global Investors in respect of the S$172 million (US$138m) share sale divestment of the office building Anson House in Singapore to European fund manager SEB Investment GmbH. Partners Lyn Wee, Tan Boon Wah and Lim Chong Ying led the transaction. Appleby has acted as Cayman counsel for Times Property Holdings Ltd in respect of the issuance of 10.375 percent RMB900 million (US$145.35m) senior notes due 2017. The net proceeds from the issuance will be used to refinance its existing debt. Earlier this year, the firm also acted for Times Property in its issuance of 12.625 percent US$225 million senior notes due 2019. Hong Kong corporate partner Judy Lee led the transaction whilst Sidley Austin advised as to Hong Kong and US laws and Commerce & Finance Law Offices advised as to PRC Law. Davis Polk & Wardwell and King & Wood Mallesons advised the initial purchasers as to US and PRC laws, respectively. Ashurst Hong Kong has advised ITOCHU Corp in respect of the implementation of a strategic alliance with Charoen Pokphand Group Company Ltd (CPG), one of the leading conglomerates in Asia. ITOCHU is one of Japan’s leading trading companies present in approximately 130 places in 67 countries. The strategic alliance involves developing joint opportunities and initiatives in the non-resource sector as well as animal feed, livestock and marine-related areas; a capital contribution by CPG of approximately US$1 billion in ITOCHU resulting in a shareholding of approximately 4.9 percent (based on number of shares pre-announcement); and acquisition by ITOCHU of 25 percent of CPG’s HKSE-listed investment holding company CP Pokphand Co Ltd for approximately US$795 million. Hong Kong managing partner Robert Ogilvy Watson led the transaction whilst Mori Hamada & Matsumoto advised on Japanese law. CPG was advised by Morrison Foerster (Hong Kong and Tokyo). AZB & Partners has advised Mauritius-based Bluewater Investment Ltd, an investment holding company owned by global private equity firm Warburg Pincus, in respect of making a notification to the Competition Commission of India for its share acquisition and subscription of 32.29 percent stake in Laurus Labs Pvt Ltd, a company mainly into manufacture of active pharmaceutical ingredients. On 3 July 2014, the Commission approved the purchase which would be done by subscribing to compulsorily convertible preference shares of Laurus as well as acquisition of fully paid up equity shares/preference shares from certain existing shareholders. Partner Essaji Vahanvati led the transaction. AZB & Partners has advised WestBridge Capital in respect of the acquisition of over 30 percent equity in Vistaar Financial Services Private Ltd for approximately INR1.5 billion (US$24.54m) by Elevar Equity, ICP Holdings, ON Mauritius and WestBridge. WestBridge has individually invested approximately INR1 billion (US$16.36m) to acquire approximately 24.6 percent shares in Vistaar. Partner Srinath Dasari led the transaction which was completed on 20 May 2014. Baker & McKenzie has advised Minsheng Financial Leasing Co Ltd in respect of its first business jet financing supported by The Export and Import Bank of the United States (US Exim Bank) as guarantor of the loan, with Apple Bank as lender. The deal marked the first transaction where a Chinese leasing company was able to finance a business jet supported by US Exim Bank. It is also reportedly the largest deal US Exim Bank has ever done for Gulfstream aircraft. The deal opened up an additional channel for the Chinese leasing companies, particularly those with business jets in their portfolio, to fund their aircraft purchases. Shanghai-based Banking & Finance partner Harvey Lau led the transaction. Baker & McKenzie has also advised EQT Partners, as investment advisor to the EQT Mid Market Fund, in respect of its acquisition of a majority stake in Dataflow Verification Services Ltd from the founders. Following the acquisition, Dataflow’s founders and management team will remain significant minority shareholders and will further invest alongside EQT through a management participation program. Headquartered in Hong Kong, Dataflow is a leading provider of compliance and credential verification services to governments, government-sanctioned authorities and private institutions. Hong Kong-based corporate partner Tracy Wut, with Dubai-based corporate partner Tom Thraya, led the transaction. Cheung & Lee, in association with Locke Lord (HK), has represented Achieve Prosper Capital Ltd, a subsidiary of Liaoning Shihua (Group) Property Development Ltd, in respect of its HK$185 million (US$23.87m) acquisition of 52.94 percent of the shares and subscription for HK$75 million bonds convertible into shares of HKSE-listed Starlight International Holdings Ltd for HK$260 million (US$33.5m). The deal triggered a mandatory unconditional general offer obligation on Starlight for acquiring all the shares not already owned by itself and parties acting in concert with it. The general offering closed on 21 July 2014. Hong Kong partner Alfred Lee led the Locke Lord deal team. Troutman Sanders advised Starlight International Holdings. Clayton Utz is advising ASX-listed Nido Petroleum Ltd in respect of the A$120 million (US$111.74m) recommended off-market conditional cash offer by BCP Energy International Pte Ltd (BCPE), a wholly-owned subsidiary of Stock Exchange of Thailand-listed The Bangchak Petroleum Pubic Company Ltd. The offer follows BCPE’s agreement to acquire a relevant interest in Nido of approximately 19.66 percent from Petroleum International Investment Corp, a major shareholder of Nido. Nido is a South East Asian focused oil and gas exploration and production company whose primary focus is in the North West Palawan Basin in the Philippines and the Penyu and West Natuna basins in Indonesia. Perth corporate partner Mark Paganin led the transaction. Clifford Chance has advised KIRKBI Invest A/S in respect of the development of a new LEGOLAND® theme park in Nagoya, Japan. The project is estimated to cost US$320 million and is scheduled to open in 2017. KIRKBI Invest A/S is a wholly-owned subsidiary of KIRKBI A/S, the holding and investment company of the Kirk Kristiansen family, the founders of the LEGO® toy business and the majority owners of the LEGO Group. KIRKBI will help finance the development of the park which will then be leased to and operated by Merlin Entertainments, which also runs LEGOLAND® parks in Denmark, UK, Germany, US and Malaysia. Sumitomo Mitsui Baking Corp will provide debt financing. Partners Eiichi Kanda and Leng-Fong Lai led the transaction. Colin Ng & Partners has acted for Yamato Holdings Co Ltd, Japan’s largest integrated logistics company famous for TA-Q-BIN door-to-door delivery service, in respect of the acquisition by Yamato Asia Pte Ltd, Yamato Holdings’ subsidiary in Singapore, of Tidiki Express (Pte) Ltd, operator of an emergency delivery network within Singapore. The transaction forms part of the expansion of Yamato Holding’s business in Southeast Asia. Yamato Asia acquired 85 percent of Tidiki’s enlarged equity. Partner Bill Jamieson led the transaction whilst Matsuo & Namba, led by partner Shuichi Namba, acted as Japanese counsel. Davis Polk has advised Barclays Bank PLC and Citigroup Global Markets Inc as initial purchasers in respect of a Rule 144A/Regulation S offering by Rolta Americas LLC, a wholly-owned subsidiary of Rolta India Ltd, of US$300 million 8.875 percent high-yield notes due 2019. Rolta India is a technology company headquartered in India with operations in 40 locations worldwide. It provides innovative IT solutions for various federal, state and local governments, defense and security agencies and utilities, as well as financial services, manufacturing, retail and health care companies. Partners William F Barron and John D Paton led the transaction. Rolta India was advised by DLA Piper as to US, English, UAE and Dutch laws. The initial purchasers were advised by Trilegal as to Indian law. Dhir & Dhir Associates has advised the consortium of lenders led by Power Finance Corp Ltd in respect of the INR2.025 billion (US$33.15m) rupee loan facility sanctioned by them to Dans Energy Private Ltd for part-financing the cost overrun of its proposed 96 MW (2×48 MW) Jorethang Loop Hydro Electric Project on Rangit River in South/West District of Sikkim, India. The firm has earlier advised the consortium on the INR 6.84 billion (US$ 112m) rupee loan facility sanctioned by them for the aforesaid project. The total project cost is INR11.82 billion (US$ 193.53m). Girish Rawat led the transaction. Drew & Napier has acted for Swissco Holdings Ltd in respect of its proposed acquisition of Scott and English Energy Pte Ltd, a fast-growing international rig owner, for S$285 million (US$228.66m) to be satisfied by the allotment and issue of shares in Swissco Holdings, a leading marine service provider for shipping and offshore oil and gas industries listed on the Mainboard of the SGX-ST. The transaction constitutes a very substantial acquisition under Chapter 10 and an interested person transaction under Chapter 9 of the Listing Manual. The deal is akin to a reverse takeover, save that there is no change of control. As a result of the proposed acquisition, Swissco Holdings will expand upstream into the offshore rig chartering business. Director Lam Shiao Ning led the transaction which was completed on 30 July 2014. Duane Morris & Selvam has represented Spackman Entertainment Group Ltd in respect of its IPO in Singapore and its listing on the Catalist board of the SGX. Spackman is the first Korean entertainment company to conduct its IPO in Singapore. Its shares were listed on the Catalist board of the SGX on 22 July 2014. The IPO comprised the allotment of 50 million new shares by the company and the sale of 19.44 million shares by existing shareholders. The total gross proceeds from the IPO were S$18.05 million (US$14.5m). Following the IPO, Spackman has a market capitalisation of S$102.78 million (US$82.46m). Through its subsidiaries, Spackman primarily produces, presents and invests in theatrical films and also invests into companies and film investment funds involved in the entertainment industry. PrimePartners Corporate Finance Pte Ltd was the issue manager, sponsor and placement agent of the IPO. Managing Director Arfat Selvam and Director Jamie Benson led the transaction. J Sagar Associates has acted as sole Indian counsel for ONGC Videsh Ltd in respect of the issue of US$750 million 3.25 percent notes due 2019, US$750 million 4.625 percent notes due 2024 and €525 million (US$705m) 2.75 percent notes due 2021, guaranteed by Oil & Natural Gas Corp Ltd. The issue was the largest and first dual- currency Reg S issuance from Asia and from India, apart from being the first- ever euro issuance by a quasi- sovereign corporate. The issue was a benchmark transaction in terms of size, tenors, currency mix and pricing. The joint lead managers to the issue were BNP Paribas, Citigroup Global Markets Ltd, Deutsche Bank AG, The Royal Bank of Scotland plc and Standard Chartered Bank. Partners Dina Wadia and Uttara Kolhatkar led the transaction. J Sagar Associates has also advised Financial Technologies (India) Ltd (FTIL) in respect of the sale of its 15 percent stake in Multi Commodity Exchange of India Ltd (MCX) to Kotak Mahindra Bank Ltd for INR459 crores (US$75.28m). FTIL has entered into a share purchase agreement with Kotak. FTIL has been divesting its shareholding in MCX, a commodity futures exchange which operates within the regulatory framework of the Forward Contracts (Regulation) Act 1952. The transaction, which is subject to applicable regulatory approvals, culminates majority of the divestment process initiated by FTIL. Partners Berjis Desai, Somasekhar Sundaresan and Vikram Raghani led the transaction. Kotak Mahindra Bank was represented by Amarchand Mangaldas Mumbai. Jones Day has advised Keppel Shipyard Ltd (KSL) in respect of a US$735 million first-of-its-kind Floating Liquefied Natural Gas conversion project. The contract will see KSL convert an existing Moss LNG carrier into the world’s first Floating Liquefaction Vessel over a period of 31 months. The contract also includes an option for conversion of another two similar units. Partner Mike Pollen led the transaction. Khaitan & Co has advised Omidyar Network in respect of the India leg of the transaction in relation to its investment in Scroll Media Inc USA. Omidyar Network is an investment firm established in 2004. To date, it has committed more than US$290 million to for-profit companies and non-profit organizations that foster economic advancement and encourage individual participation across multiple investment areas. Partner Ganesh Prasad led the transaction with support from Executive Director Daksha Baxi. Khaitan & Co. and has advised SBS Holdings Inc. in respect of the acquisition of a 66 percent stake in Transpole Logistics Private Ltd, who were advised by Trilegal. The deal will see PE investors Fidelity and Everstone exit the company. Headquartered in Japan, SBS is an international third-party logistics business group. Khaitan & Co. was represented by partner Rajat Mukherjee and Associate Partner Harsh Kumar, who led the transaction with support from Executive Director Daksha Baxi, who advised on Direct Tax aspects and partner Manas Kumar Chaudhuri who advised on the Competition/Anti-trust aspects of the transaction. Trilegal Mumbai Partner Amit Tambe, along with Senior Associate Anjali Menon and Associate Kevin Peter acted for Transpole and the existing investors Everstone and Fidelity. Latham & Watkins has advised Saudi Arabian Mining Company (Ma’aden), a Saudi-based metals and mining company, in respect of entering into definitive agreements with Barrick Gold Corp to acquire a 50 percent interest in the Jabal Sayid Copper project in Saudi Arabia. Having received Ministry of Petroleum and Mineral Resources in principle approval of the transaction, including the transfer of the mining and exploration licenses to the new joint venture, Ma’aden will invest around US$210 million to acquire a 50 percent share of the project, including all equipment and existing infrastructure free of any encumbrance or debt. The acquisition, announced on 13 July 2014, is expected to close in the third quarter of 2014. Jabal Sayid is the most important copper mine discovered in the Kingdom. The underground mine is reported to have 650 thousand tonnes of reserves. Production at Jabal Sayid is expected to start in the fourth quarter of 2015. London partner Glen Ireland led the transaction. Latham & Watkins has also advised Aqaba Development Corp (ADC) in respect of the procurement of the third and final construction package for the New Port of Aqaba – the JD50 million (US$70.7m) EPC arrangements for the onshore infrastructure works signed with MID Contracting Company LLC in June 2014. As part of the development of the wider Aqaba Special Economic Zone, the firm also advised ADC on the procurement of the JD46.5 million (US$65.75m) EPC arrangements for the new LNG terminal signed with BAM International Abu Dhabi LLC and MAG Engineering & Contracting Engineering Co in December 2013 and the JD17 million (US$24m) EPC arrangements for the new LPG terminal signed with Butec SAL and Ahmad Yousef Al-Tarawneh & Partners Co in January 2014. Partner Villiers Terblanche led the transaction. Maples and Calder has acted as Cayman Islands counsel to Tsinghua Unigroup Ltd in respect of its acquisition of RDA Microelectronics Inc, a Cayman company listed on the Nasdaq. RDA is a fabless semiconductor company that designs, develops and markets wireless systems-on-chips and radio-frequency semiconductors for cellular, connectivity and broadcast applications. Tsinghua Unigroup is an operating subsidiary of state-owned Tsinghua Holdings Co Ltd which is funded by Tsinghua University in China. Tsinghua Unigroup acquired all of the outstanding shares of RDA in a Cayman Islands cash merger for US$18.50 per American Depositary Share (equivalent to US$3.08 per ordinary share) for a total purchase price of approximately US$907 million. Partner Greg Knowles led the transaction which was completed on 18 July 2014 whilst Morrison & Foerster, led by partners Christopher Forrester, Michael O’Bryan and Charles Comey, acted as US counsel. Maples and Calder has also acted as Cayman Islands counsel to Cayman Islands company Broad Greenstate International Company Ltd in respect of its global offering and listing of 214.8 million shares with a par value of HK$0.10 (US$0.013) each on the HKSE. The shares are offered at HK$1.30 (US$0.168) each. The issuer is an integrated landscape architecture service provider in China. Kim Eng Securities (Hong Kong) Ltd acted as sole sponsor and, with BOCOM International Securities Ltd, as joint global coordinators. Partner Christine Chang led the transaction whilst Deacons acted as Hong Kong counsel. Morrison & Foerster acted for the underwriters. Rahmat Lim & Partners has advised Malaysia Airports Holdings Berhad, through its wholly-owned subsidiary Malaysia Airports MSC Sdn Bhd, in respect of the €209 million (US$280.7m) acquisition of a 40 percent equity stake in each of İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme AŞ and LGM Havalimanı İşletmeleri Ticaret ve Turizm AŞ from GMR Infrastructure Ltd, GMR Infrastructure Overseas Ltd and GMR Infrastructure (Global) Ltd. Partners Wan Kai Chee and Kelvin Loh Hsien Han led the transaction. Rodyk & Davidson has acted for the lender in respect of the regulatory issues arising out of and in the financing for the S$110 million (US$88.25m) acquisition of Cecil House, a block of 11-storey building at 139 Cecil Street, Singapore with a leasehold term of 99 years commencing from 20 August 1981. The banking facilities were used in connection with the purchase by Shentoncil Pte Ltd of the entire share capital of Ececil Pte Ltd. Upon the completion of the acquisition, Shentoncil Pte Ltd now owns Cecil House through Ececil Pte Ltd which intends to hold the building as an investment for rental and capital appreciation. Real estate partner Norman Ho and corporate partner Jacqueline Loke, supported by corporate partner Nadia Almenoar, led the transaction. Ropes & Gray has represented Macquarie Greater China Infrastructure Fund, a fund managed by Macquarie Infrastructure and Real Assets, in respect of its investment in JinkoSolar Power Engineering Group Ltd (Jinko Power), a wholly-owned subsidiary of NYSE-listed JinkoSolar Holding Co Ltd, a global leader in the solar PV industry that develops and operates downstream solar power project business. Other investors involved in the transaction include China Development Bank International and New Horizon Capital. Jinko Power entered into separate definitive share purchase agreements with each of the investors for a total investment of US$225 million. Upon completion of the investment, the three investors will hold approximately 45 percent of Jinko Power’s equity interest. Macquarie Greater China Infrastructure Fund’s investment has closed. Private equity partner Gary Li and capital markets partner Victoria Lloyd led the transaction. Shearman & Sterling is representing Mitsubishi Rayon Co Ltd (MRC) in respect of a share sales and purchase agreement by which MRC will acquire 51 percent of Wethje Holding GmbH, a German company engaged in manufacturing of carbon fiber reinforced plastics parts for automobile applications, with Cross Industries AG, the parent company of Wethje, to strengthen and expand carbon fiber intermediate materials business for automobile applications in Europe. Wethje shall become a consolidated subsidiary of MRC, subject to fulfillment of closing conditions, including approvals by appropriate authorities required in Germany and Austria. Moreover, MRC will build a solid partnership with CROSS by jointly owning Wethje on a long-term basis. M&A partners Alfred Kossmann and Kenneth Lebrun are leading the transaction which was announced on 31 July 2014. Weerawong, Chinnavat & Peangpanor has advised Thanachart Bank Public Company Ltd, a leading commercial bank in Thailand, in respect of the first Tier 2 convertible debentures issuance in the Kingdom of Thailand. These convertible debentures, valued at β13 billion (US$433.33, if US$ 1 = THB 30), will be used by Thanachart Bank for its Tier 2 regulatory capital purposes and will complement its ability to meet the capital adequacy requirements of the Bank of Thailand in accordance with the framework and guidance of the Basel III Accord. Thanachart Bank also acts as an underwriter. The convertible bonds have been issued to qualified institutional investors and high net worth individuals in accordance with the applicable regulations of the Thai Securities and Exchange Commission. As it is the first of its kind in Thailand for domestic Basel III Tier 2 convertible debentures (without written off/down feature), the Thanachart deal will clear the way for other Thai banks to follow suit. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction. Weil, Gotshal & Manges has advised JP Morgan, Deutsche Bank and Goldman Sachs in respect of the financing of Hony Capital’s £900 million (US$1.5b) acquisition of Pizza Express from the Gondola Group. Pizza Express is the largest casual dining restaurant operator in the UK. Hony Capital, the China-based buyout fund with US$7 billion assets under management, will work together with the Pizza Express management team to accelerate its expansion in China and continue to grow the UK business. Pizza Express has over 430 restaurants in the UK and 22 sites in China. The bank/bond financing, which is reportedly the largest deal in the European restaurant sector in the past five years, launched on 31 July 2014. Hong Kong finance partner Soo-Jin Shim, Patrick Bright and Mark Donald, supported by London partners James Hogben and Chris McLaughlin, led the transaction. WongPartnership has acted for Bank of China Ltd Singapore Branch, DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd in respect of the S$615 million (US$493m) facilities to The Trust Company (Asia) Ltd as trustee for Frasers Hospitality Real Estate Investment Trust. Partner Alvin Chia led the transaction. WongPartnership is acting for Gee-I Investments Pte Ltd, a joint venture among JBE Holdings Pte Ltd, Hai Yong Holdings Pte Ltd and Kai Residences Pte Ltd, in respect of the acquisition of a land parcel at Yishun Street 51 (Parcel B) Singapore, an executive condominium site, for a tender price of approximately S$184.13 million (US$147.7m). Partner Annabel Kang led the transaction.null |
Deals – 22 July 2014
Allen & Gledhill has advised DBS Group Holdings Ltd in respect of the issue of US$750 million fixed rate senior notes and US$500 million floating rate senior notes under its US$15 billion global medium term note programme. Partners Glenn Foo and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Frasers Hospitality Asset Management Pte Ltd, as manager of the Frasers Hospitality Real Estate Investment Trust (FH-REIT), in respect of the S$615 million (US$495.8m) term loan facilities from Bank of China Ltd Singapore Branch, DBS Bank Ltd and The Hongkong and Shanghai Banking Corp Ltd to finance the acquisition of its initial property portfolio. FH-REIT and Frasers Hospitality Business Trust form the Frasers Hospitality Trust. Partner Lim Wei Ting led the transaction. Allen & Overy has advised BNP Paribas, Citigroup, Deutsche Bank, The Royal Bank of Scotland and Standard Chartered Bank, as joint lead managers and bookrunners, in respect of the issuance under Regulation S of the US Securities Act of 1933 of US$1.5 billion and €525 million (US$709.9m) bonds by ONGC Videsh Ltd (OVL), which were guaranteed by OVL’s parent Oil and Natural Gas Corp Ltd (ONGC). OVL, an oil and gas company focusing on off-shore exploration and production assets, is a wholly-owned subsidiary of ONGC, India’s largest oil and gas exploration and production company. The transaction is the largest Regulation S bond issue from India to date and is also OVL’s inaugural offering of euro-denominated bonds. Partners Andrew Harrow and Amit Singh led the transaction. Appleby has acted as Cayman counsel for Millennium Pacific Group Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE with gross proceeds of approximately HK$60 million (US$7.74m). Millennium Pacific is principally engaged in the research and development, manufacture and sale of consumer electronic products, such as GPS personal navigation devices, mobile internet devices and digital video recorders. Millennium Pacific will use majority of the net proceeds for loan repayment, expansion of production, and improvement of its information technology system. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Hastings & Co advised on Hong Kong law, Dacheng Law Offices advised on PRC law, Norton Rose Fulbright advised on UK and EU laws, and Lee & Li advised on Taiwan law. Robertsons acted for the sponsors and underwriters as to Hong Kong law. AZB & Partners has advised Tata Opportunities Fund Ltd Partnership in respect of the acquisition from existing shareholder Shriram Venture Ltd of approximately 18 percent stake of Shriram Properties Private Ltd by Omega TC Sabre Holdings Pte Ltd (a subsidiary of Tata Opportunities Fund) and Tata Capital Financial Services Ltd. Partner Sai Krishna Bharathan led the transaction which was valued at approximately US$78 million and was completed on 11 July 2014. AZB & Partners is also advising the Bharti Group in respect of the acquisition by Brightstar of 51 percent of Beetel Teletech Ltd from certain Bharti Group entities. Partner Gautam Saha is leading the transaction which was signed on 12 July 2014 and is yet to be completed. Baker & McKenzie has advised Gestamp Solar in respect of the construction of its first photovoltaic project in Japan. The utility-scale project, located in Daigo, Ibaraki Prefecture, will have an installed capacity of 31.6 megawatts and is expected to be completed and operational by April 2015. The project will supply clean energy to the Tokyo Electric Power Company and will power more than 10,000 homes in the area. As a part of this project, the firm also advised Gestamp Solar in the signing of a ¥11.1 billion (US$109.5m) non-recourse construction loan provided by Deutsche Bank AG. The transaction is the largest solar financing in Japan provided to a foreign sponsor and is expected to be the first in a series of transactions between the two parties. Headquartered in Madrid, Spain, Gestamp Solar is focused on the development, construction, operation and maintenance of solar power plants in the US, India, South Africa, Latin America, China, Italy, France and Spain. It started its Japanese operations in 2012. Naoaki Eguchi, head of the Tokyo office’s Banking & Finance Practice Group, led the transaction. Clayton Utz has represented Macquarie Capital as lead manager in respect of the placement by Macquarie Atlas Roads (MQA) of new MQA stapled securities to raise approximately A$60 million (US$56.23m). Funds raised will be used to increase MQA’s interest in Autoroutes Paris-Rhin-Rhône (APRR), Europe’s fourth largest tolled motorway network. Through the placement, MQA will increase its interest in APRR to 20.14 percent. Corporate partner Brendan Groves led the transaction. Clifford Chance has advised Royal DSM in respect of its signing of the share purchase agreement in relation to its proposed acquisition of Aland (HK) Holding Ltd, a leading Hong Kong-based vitamin C manufacturer in China. Royal DSM is a global science-based company active in health, nutrition and materials. Based in the Netherlands, the company is listed on the NYSE Euronext exchange. The proposed transaction will further strengthen DSM’s global position in the vitamin C market. Corporate partner Glen Ma, supported by Hong Kong and Shanghai-based corporate partner Emma Davies, led the transaction which is subject to customary closing conditions. Clyde & Co has acted as international and local counsel to Rungwe Avocado Company (RAC) and its existing shareholders in respect of a US$1.5 million investment by AgDevCo, a social impact investor operating in the agriculture sector in Sub-Saharan Africa. RAC is an avocado growing and export business based in Tukuyu in the Rungwe region of southwest Tanzania. RAC will receive a US$1.2 million loan from AgDevCo with another US$0.3 million by way of an equity investment. The investment will support the installation of a micro jet irrigation system on the commercial farm to boost yield performance and also fund on-going operations. Michael Strain led the transaction. Colin Ng & Partners has advised United Overseas Bank Ltd as the sponsor, issue manager and placement agent in respect of the S$4.2 million (US$3.38m) IPO by way of placement of 12 million ordinary shares in the capital of IPS Securex Holdings Ltd on the Catalist Board of the SGX-ST on 30 June 2014. IPS Securex Holdings is one of Singapore’s leading providers of security products and integrated security solutions to commercial entities and government bodies and agencies in the Asia-Pacific. Partner Gregory Chan led the transaction. Davis Polk has advised Haitong International Securities Company Ltd, BOCI Asia Ltd and BNP Paribas Hong Kong Branch as initial purchasers in respect of a RMB900 million (US$145m) Regulation S only offering by HKSE-listed Times Property Holdings Ltd (TPHL) of its 10.375 percent senior notes due 2017. Headquartered in Guangzhou, TPHL is one of the leading property developers in Guangdong Province, focusing on the development of mid-market to high-end residential properties. Partner William F Barron led the transaction. Times Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby as to Cayman Islands and British Virgin Islands law. The initial purchasers were advised by King & Wood Mallesons as to PRC law. Gibson, Dunn & Crutcher has represented UCL Asia Partners LP in respect of its sale of KCS Ltd, the leading independent pan-Asian corporate services provider specialising in corporate accounting, corporate secretarial and payroll services, to TMF Group, a leading provider of high value outsourced business services to clients operating and investing globally. Originally founded in 1946, KCS was acquired by UCL Asia Partners in 2003 following its spin-off from KPMG. Since then, KCS has grown from 43 employees working from a single Hong Kong office to 470 employees spanning 14 locations in eight countries. The acquisition will strengthen TMF Group’s existing platform in the Asia Pacific, increasing the breadth and depth of its offering in the region. Hong Kong partner Graham Winter led the transaction. Gibson, Dunn & Crutcher has also advised First NatGas Power Corp, a subsidiary of First Gen Corp, in respect of a US$265 million export credit facility with KfW IPEX-Bank of Germany with a tenor of 13.7 years to partially finance the 414 MW San Gabriel natural gas-fired power project. The facility benefits from an export credit guarantee provided by Euler Hermes, acting on behalf of the Federal Republic of Germany. The proceeds of the loan, which was signed on 10 July 2014, will be used primarily to finance the eligible German and non-German goods and services under the equipment supply contract of the San Gabriel power plant with Siemens AG, the equipment supplier. Hong Kong partner Patricia Tan Openshaw led the transaction whilst Puno & Puno Law Offices, led by partner Elizabeth Peralta-Loriega, acted as Philippine counsel. KfW was represented by Philippine counsel Picazo Buyco Tan Fider & Santos, led by partner Estrelita Gacutan, and by Allen & Overy, led by partner Lorraine Bayliss. Khaitan & Co has acted as Indian legal counsel for European specialist electronics supplier Acal Plc in respect of the Indian leg of the transaction in relation to its acquisition of Trafo Holding AS for a total consideration of approximately US$125 million. Partner Rabindra Jhunjhunwala led the transaction with assistance from partner Avaantika Kakkar. Khaitan & Co has also advised Inmage Systems Inc and Inmage Systems Private Ltd in respect of their acquisition by Microsoft Corp. Inmage Systems Inc, the parent entity of Inmage Systems Private Ltd, is among the world leaders in providing disaster recovery systems and solutions. Partner Rajiv Khaitan led the transaction with assistance from executive director Daksha Baxi. Maples and Calder has acted as Cayman Islands counsel to China Shengmu Organic Milk Ltd in respect of its IPO and listing of 444.8 million shares on the HKSE which closed on 15 July 2014. The shares were priced at HK$2.39 (US$0.31) per share and the offering raised approximately HK$1.06 billion (US$136.74m). China Shengmu is the largest organic dairy company in China, covering the entire dairy industry value chain from forage growing, raw milk production to processing milk products for consumption. BOC International and Goldman Sachs acted as joint sponsors. Partner Greg Knowles led the transaction whilst Wilson Sonsini Goodrich & Rosati PC acted as US and Hong Kong counsel. Clifford Chance advised the underwriters. Milbank, Tweed, Hadley & McCloy has represented the lenders, including Japan Bank for International Cooperation and Mizuho Bank Ltd (which is backed by insurance provided by Nippon Export and Investment Insurance), in respect of the senior debt financing for the Petra Nova Carbon Capture Project, a US$1 billion carbon capture and sequestration (CCS) and enhanced oil recovery (EOR) project that is expected to be the world’s largest facility using captured carbon dioxide from an existing power facility to assist in extracting otherwise difficult-to-reach oil. The senior lenders’ financing was supplemented by a US$167 million grant from the US Department of Energy as part of the Clean Coal Power Initiative, which pairs government and industry funding in support of responsible and sustainable development of US energy resources. The project is sponsored by NRG Energy Inc and JX Nippon Oil & Gas Exploration Corp and will rely on CCS technology provided by Mitsubishi Heavy Industries. Tokyo-based global project finance partner Alec Borisoff, with global project finance partner Dan Bartfeld, led the transaction. Rajah & Tann has advised Jefferies Singapore Ltd and Credit Suisse (Singapore) Ltd as the joint placement agents in respect of the placement by SGX-ST listed SIIC Environment Holdings Ltd of one billion ordinary shares in the capital of the company. SIIC Environment Holdings is a water treatment and management specialist, an active investor in environmental related infrastructure assets and a top-tier integrated player in the Chinese water sector and environmental investment industry. Partners Danny Lim and Soh Chai Lih led the transaction which was valued at approximately S$158 million (US$127.3m) and was completed on 14 July 2014. RHTLaw Taylor Wessing advised SIIC Environment Holdings. Rajah & Tann (R&T), with its Malaysian associate office Christopher & Lee Ong (C&LO), has also advised SGX-ST Mainboard-listed HL Global Enterprises Ltd in respect of the acquisition by its wholly-owned subsidiary, Augustland Sdn Bhd, of the remaining 55 percent of ordinary shares and preference shares in the capital of Augustland Hotel Sdn Bhd from Amcorp Leisure Holdings Sdn Bhd and Hotel Equatorial (M) Sdn Bhd for RM16.51 million (US$5.2m). Augustland Hotel became a wholly-owned subsidiary of HL Global Enterprises. The core businesses of HL Global Enterprises Ltd and its subsidiaries are hospitality operations, property development and investment holding. The group has interests in and manages Copthorne Hotel Cameron Highlands (formerly known as Equatorial Cameron Highlands), Copthorne Hotel Qingdao and Elite Residences in Shanghai. Augustland Hotel is engaged in hotel development and operation and owns Copthorne Hotel Cameron Highlands in Malaysia. R&T partners Lawrence Tan and Soh Chai Lih and C&LO partner Yon See Ting led the transaction which was completed on 8 July 2014. Shook Lin & Bok has acted for SGX Main Board listed Hiap Hoe Ltd in respect of the voluntary conditional offer for SGX Main Board listed SuperBowl Holdings Ltd from the SGX for approximately S$244.1 million (US$196.65m), which resulted in SuperBowl becoming a subsidiary of Hiap Hoe and being subsequently delisted. Maybank Kim Eng Securities Pte Ltd was the financial adviser in the voluntary conditional offer. Partner Gwendolyn Gn led the transaction. Simpson Thacher has represented JD Capital in respect of the formation of its second US dollar fund, Jiuding China Growth Fund II LP, which focuses on growth capital investments in China. With approximately US$200 million in capital commitments, the fund held its final closing on 10 July 2014. Partners Phil Culhane and Katharine Moir led the transaction. Skadden has represented Cogobuy Group in respect of its IPO and listing on the HKSE. The company’s shares commenced trading on the HKSE on 18 July 2014. Based on the final price of HK$4.00 (US$0.516) per offer share, the net proceeds from the global offering amounted to HK$1.3 million (US$167.7m), assuming no exercise of the over-allotment option. Cogobuy is a leading e-commerce company with the largest transaction-based e-commerce platform for IC and other electronic components in China, as measured by gross merchandise value, in 2013. UBS Securities Hong Kong Ltd was the sole sponsor whilst UBS AG Hong Kong Branch and Jefferies Hong Kong Ltd were the joint global coordinators. UBS AG Hong Kong Branch, Jefferies Hong Kong, CCB International Capital Ltd and China Securities (International) Corporate Finance Company Ltd were the joint bookrunners and joint lead managers. Corporate partners Christopher Betts and Will Cai led the transaction. Skadden is also representing investor group Integrated Whale Media Investments in respect of its agreement to purchase a majority stake in Forbes Media LLC. The Forbes family will retain a significant ownership stake, will stay actively involved in Forbes Media and will work with the investor group to further increase market share of the existing Forbes Media product lines in media, digital, technology, as well as brand extensions. Partners Daniel Dusek, Jonathan Stone, Howard Ellin, Steven Matays, Stephanie Teicher and Ivan Schlager are leading the transaction which was announced on 18 July 2014. Weil, Gotshal & Manges has advised on one of the largest going private transaction for a US-listed, China-based company Giant Interactive Group Inc. NYSE-listed Giant Interactive Group, one of China’s leading online game developers and operators, completed its merger with Giant Merger Ltd, a wholly-owned subsidiary of Giant Investment Ltd, pursuant to the previously announced agreement and plan of merger dated 17 March 2014 and amended on 12 May 2014. As a result of the merger, Giant Interactive has become a direct wholly-owned subsidiary of Giant Investment in a cash transaction valued at approximately US$3 billion. Asia managing partner and head of Hong Kong office Akiko Mikumo and Asia finance partner Soo-Jin Shim led the transaction which closed on 18 July 2014. WongPartnership has acted as Singapore counsel for a TPG Capital-led consortium, which includes Hong Kong private equity firm PAG Asia Capital and Canada’s Ontario Teachers’ Pension Plan, in respect of its acquisition of DTZ, a leading global integrated property services business unit of UGL Ltd, for approximately A$1.22 billion (US$1.14b). Joint managing partner Ng Wai King and partners Andrew Ang, Milton Toon and Christy Lim led the transaction. WongPartnership has also advised DBS Bank Ltd, Merrill Lynch (Singapore) Pte Ltd and Oversea-Chinese Banking Corp Ltd, as the joint issue managers, bookrunners and underwriters, in respect of the listing and offering of approximately 252 million offering shares in PACC Offshore Services Holdings Ltd on the main board of the SGX at an offering price of S$1.15 (US$0.93) per offering share, consisting of an international offering made pursuant to Regulation S and a public offer in Singapore, to raise approximately S$441.3 million (US$356m). Joint managing partner Rachel Eng and partner Pong Chen Yih led the transaction. |
Deals – 16 July 2014
Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd (OCBC) and DB International Trust (Singapore) Ltd in respect of the establishment of a US$2 billion multicurrency medium term note programme by The Bank of East Asia Ltd (BEA), acting through its Singapore Branch. Under the programme, BEA issued US$100 million 2.08 percent notes due 2017. OCBC was appointed as arranger and dealer for the programme and sole lead manager and book-runner of the notes. DB International Trust was appointed trustee for holders of the notes. Partners Glenn Foo, Magdalene Leong and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Ascendas Funds Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of A-REIT’s S$170 million (US$137m) acquisition of Hyflux Innovation Centre with a leaseback of approximately 50 percent of the gross floor area of the property for 15 years. Partner Margaret Soh led the transaction. Allens has advised Aristocrat Leisure Ltd in respect of its A$1.37 billion (US$1.29b) acquisition of Tennessee-based Video Gaming Technologies Inc (VGT). Aristocrat will fund the acquisition and refinance its existing debt facilities through new, fully committed debt facilities and an underwritten institutional placement of A$375 million (US$352m). The new debt facilities will be comprised of a US$1.3 billion 7 year term loan and A$100 million (US$93.9m) 5-year revolving facility. VGT is a leading provider of predominately Class II gaming machines for the leased tribal gaming market in North America, and has the largest Class II platform of installed gaming machines in North America. Partner Vijay Cugati, supported by banking and finance partner Renee Boundy, led the transaction which was announced on 7 July 2014, and is subject to regulatory and other approvals and customary closing conditions. Covington & Burling acted as US counsel. Ashurst has advised specialty pharmaceutical company Luye Pharma Group in respect of its global offering and listing on the HKSE. The Hong Kong IPO raised approximately US$760 million, making it the largest pharmaceutical IPO globally in over three years. UBS, Citi and CLSA acted as joint global coordinators on the transaction. Luye Pharma engages in the research and development, production and sale of natural drugs, new formulations and biotechnology products in China and internationally. Luye Pharma delisted from the SGX in 2012 through a private-equity backed privatisation transaction. Partners Lina Lee, Stuart Rubin and David Nirenberg led the transaction. Kirkland & Ellis, led by partners Dominic Tsun and Li-Chien Wong, represented a private equity consortium, including CDH Capital, Citic Private Equity and New Horizon Capital, as selling shareholder. AZB & Partners has advised Shapoorji Pallonji & Co Ltd, acting through its affiliates, in respect of its acquisition of 50 percent of the paid-up capital of SCI Forbes Ltd from The Shipping Corp of India Ltd. SCI Forbes is a 50:50 joint venture between Shapoorji Pallonji & Co’s affiliates and The Shipping Corp. of India. Partner Zia Mody led the transaction which was completed on 2 July 2014. AZB & Partners has also advised Transfield Services (India) Pty Ltd and Hofincons Infotech & Industrial Solutions Private Ltd in respect of the sale of 100 percent of the equity capital of Hofincons by Transfield to IKYA. Partner Srinath Dasari led the transaction which was completed on 27 June 2014. Clayton Utz has acted for ASX-listed Ridley Corp in respect of its entry into a joint venture agreement with Sanctuary Living for the potential development of Ridley’s 465 hectare salt field at Moolap, near Geelong, into a world-class mixed residential and commercial project. The agreement was signed on 11 June 2014. Ridley is Australia’s leading provider of high performance animal nutrition solutions and value-added solar salt. The Moolap site is the first of Ridley’s dormant salt field sites it proposes to develop. Sanctuary Living is an Australian developer of master planned communities, including the Sanctuary Lakes Resort and Sandhurst Club projects in Melbourne. Corporate partner Michael Linehan led the transaction. Clifford Chance has advised OJSC MMC Norilsk Nickel’s Australian subsidiaries in respect of the sale of their Black Swan Nickel Project in Western Australia to Poseidon Nickel Ltd. OJSC MMC Norilsk Nickel group is the world’s largest nickel and palladium producer and one of the largest producers of platinum and copper. The company originated in Russia more than 70 years ago and currently has operations in Russia, Finland, Botswana, South Africa and Australia. Poseidon is a nickel sulphide exploration and development company based in Perth, Western Australia. The sale is subject to regulatory approvals and satisfaction of other customary closing conditions and is expected to close in the second half of 2014. Partner Justin Harris led the transaction. Clifford Chance has also advised the lead managers, composed of Merrill Lynch, Deutsche Bank, JP Morgan, Axis Capital and ICICI Securities, in respect of the approximately INR1.47 billion (US$24.5m) Reg S 144A qualified institutions placement of approximately 469 million equity shares of GMR Infrastructure Ltd (GMRIL), a company listed on the National Stock Exchange of India and the Bombay Stock Exchange. GMRIL is a leading, diversified infrastructure group in India, with substantial experience in the development and operation of airports, power plants, roads and urban infrastructure. Partner Rahul Guptan led the transaction whilst Amarchand & Mangaldas advised on Indian law. Link Legal advised GMRIL on Indian law. Davis Polk has advised China Yongda Automobiles Services Holdings Ltd in respect of its Regulation S offering of RMB1 billion (US$161m) US dollar-settled 1.5 percent credit enhanced convertible bonds due 2019. The bonds are backed by a standby letter of credit issued by DBS Bank Ltd Hong Kong Branch and will be listed on the HKSE. China Yongda is incorporated in the Cayman Islands with its shares listed on the HKSE. It is a leading passenger vehicle retailer and a comprehensive service provider in China which focuses on luxury and ultra-luxury brands. Partners Bonnie Y Chan and Paul Chow led the transaction whilst Walkers advised as to Cayman Islands law and Commerce & Finance Law Offices as to PRC law. The joint book-runners, DBS Bank Ltd and another investment bank, were advised by Linklaters as to English law and Global Law Office as to PRC law. Deacons has advised the Hong Kong Science and Technology Parks Corp in respect of the establishment of its HK$1.7 billion (US$219.36m) guaranteed medium term note programme and the issue of HK$855 million (US$110.3m) 2.12 percent guaranteed notes due 2019 and HK$852 million (US$109.9m) 3.20 percent guaranteed notes due 2024 under the programme. The notes are unconditionally and irrevocably guaranteed by the Government of the Hong Kong. The program and the notes are listed on the HKSE. The proceeds will be used to finance the development of Phase 3 of the Hong Kong Science Park. This landmark transaction represents the debut of the Government of the Hong Kong acting as a guarantor of debt securities. Partner Kevin Tong led the transaction. Linklaters acted as Hong Kong counsel to the arrangers and dealers. Deacons has also advised Soar Rise Ltd in respect of the issue of RMB500 million (US$80.57m) 4.375 percent credit enhanced bonds due 2017, which are unconditionally and irrevocably guaranteed by China Aviation International Holding Co Ltd. The bonds have the benefit of a keepwell deed entered into by AVIC International Leasing Co Ltd and an irrevocable standby letter of credit issued by the Agricultural Bank of China Ltd Singapore Branch. The bonds are listed on the HKSE. AVIC International Leasing is currently the only state-owned financial leasing company in the PRC with an aviation industry background. Partner Kevin Tong also led the transaction. Linklaters acted as Hong Kong counsel to the joint lead managers and the trustee. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Express Transindo Utama Tbk in respect of its Indonesian rupiah (IDR) bonds with an offer amounting to IDR1 billon (US$86,000). The proceeds will help finance new fleet expansions and infrastructure development. Partner Iqbal Darmawan led the transaction. HSA Advocates has advised Mauritius-based private equity fund Avigo Capital in respect of its second round series C investment in education and ancillary services provider Maharana Infrastructure and Professional Services (MIPS), thereby increasing its stake in MIPS. MIPS is part of the group behind Kanpur-based Maharana Pratap Group of Institutions (MPGI), which runs a string of higher education institutes pan-north India. This is the third round of funding for MIPS wherein, apart from Avigo Capital, the promoters of MIPS will also be investing. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. BMR Legal advised MIPS with a team led by partner Amit Khansaheb. Hogan Lovells‘ Hong Kong banking team has advised a syndicate of 11 banks in respect of a US$3.2 billion loan to the COFCO Group to finance COFCO’s acquisitions of a 51 percent stake in Noble Group Ltd’s agri-business, and a 51 percent stake in Nidera, the Dutch commodity trader and agri-business company. The loan comprised a US$1 billion 12 month bridge tranche and a US$2.2 billion 5 year tranche. The tightly priced deal represented a rare opportunity for banks to lend to one of China’s largest state-owned companies. COFCO is the largest supplier of diversified products and services in the agricultural products and food industry in China. HSBC acted as coordinator for the bank syndicate, which also included DBS, Bank of China, The Bank of Tokyo-Mitsubishi, Société Générale, Commonwealth Bank of Australia, Rabobank, Westpac Banking Corp, BBVA, ANZ and Standard Chartered. Hong Kong banking partners Gary Hamp and Owen Chan led the transaction. Kirkland & Ellis is representing UBS and Jefferies, as joint global coordinators and joint book-runners, as well as the other underwriters in respect of the IPO and listing on the HKSE of Cogobuy Group, a leading e-commerce company which operates the largest transaction-based e-commerce platform for electronic components in China. The IPO is priced at up to HK$4.48 (US$0.58) per share for a total offering size of up to US$198 million. The listing is expected to take place on 18 July 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong and Benjamin Su led the transaction. Kirkland & Ellis has also represented social video platform Tian Ge Interactive Holdings Ltd in respect of its US$208 million IPO, before any exercise of the over-allotment option, on the HKSE. The shares listed on 9 July 2014. Latham & Watkins has advised global travel retailer The Nuance Group AG in respect of its acquisition from AS Watson Group of its 50 percent stake of the Nuance-Watson joint ventures which operate travel retail business in Hong Kong, Singapore, Malaysia, Macau and China. Upon completion of the transaction, which remains subject to the airports’ approvals, Nuance will become the sole owner of the joint ventures. Hong Kong-based Nuance operates 70 stores in Asia, including locations in Hong Kong International Airport, Singapore Changi Airport, China Zhuhai Airport, KLIA 2 in Malaysia and The Venetian Macao, with new stores opening in Xiamen later this year. Milan partner Stefano Sciolla, Hong Kong partner Jane Ng and Singapore partner Sin Chei Liang led the transaction. Maples and Calder has acted as Cayman Islands counsel to Guorui Properties Ltd, a company incorporated in the Cayman Islands as Glory Land Company Ltd whilst operating in Hong Kong as Guorui Properties Ltd, in respect of its IPO and listing of approximately 661.8 million shares on the HKSE. The shares are offered at HK$2.32 (US$0.30) each. BOCI Asia Ltd acted as the sole sponsor and sole global coordinator. BOCI Asia and China Merchants Securities (HK) Co Ltd acted as the joint book-runners and joint lead managers. Partner Jenny Nip led the transaction whilst Baker & McKenzie acted as Hong Kong counsel. Shearman & Sterling acted for the sole sponsor, joint lead managers and underwriters. Maples and Calder has also acted as Cayman Islands counsel to Ourgame International Holdings Ltd in respect of its offering and listing of 196 million shares on the HKSE. The offer price is US$4.25 per share and the listing raised around HK$833 million (US$107.5m). Ourgame is a leading online card and board game developer and operator in China with a strong brand and leading expertise in integrated online and offline operations. Jefferies Hong Kong Ltd is the sole sponsor and joint global coordinators, joint book-runners and joint lead managers together with China International Capital Corp Hong Kong Securities Ltd. Skadden, Arps, Slate Meagher & Flom acted as the company’s counsel. Kirkland & Ellis represented the underwriters. Mayer Brown JSM has advised joint sponsors UBS Securities Hong Kong Ltd and CITIC Securities Corporate Finance (HK) Ltd and the underwriters in respect of the IPO listing of Beijing Urban Construction Design & Development Group Co Ltd on the HKSE. Beijing Urban Design is a construction company engaged in rail-transit related design, consultancy services and construction contracting services. It was founded in 1958 and provides design and survey services for Beijing Subway Line 1, China’s first subway line. Corporate & Securities partner James Fong led the transaction with support from Mayer Brown LLP partner Jason T Elder. Mayer Brown JSM has also advised Deutsche Securities Asia Ltd and Morgan Stanley Asia Ltd as the joint sponsors and Deutsche Bank AG, Morgan Stanley Asia and five other banks as underwriters in respect of the listing of Jinmao Investments & Jinmao (China) Investments Holdings Ltd on the HKSE. The IPO has raised approximately HK$3.2 billion (US$413m) which may further increase by approximately HK$481.5 million (US$62.1m) if the greenshoe is exercised. Jinmao priced its offer of 600 million share-stapled units at HK$5.35 (US$0.69) each, representing a 9 percent yield. The share stapled units comprise units in Jinmao and are linked to shares in Jinmao (China) Investments Holdings Ltd, the company holding the underlying assets of the trust. The listed trust’s assets include a number of hotels in mainland China, including the Grand Hyatt Shanghai (within Jin Mao Tower), The Westin Beijing Chaoyang and JW Marriott Shenzhen. Corporate & Securities partners James Fong also led the transaction with support from partners Jacqueline Chiu and Chester Wong and Mayer Brown LLP partner Jason T. Elder. Norton Rose Fulbright has advised China Merchants Securities (HK) Co Ltd as sole sponsor, sole global coordinator, sole book-runner and joint lead manager in respect of the HK$795 million (US$102.58m) global offering and IPO of Sinomax Group Ltd, a leading manufacturer and distributor of visco-elastic pillows, mattress toppers and mattresses in the US, Hong Kong and China. Shares of the company listed on the Main Board of the HKSE on 10 July 2014. Corporate partner Psyche Tai led the transaction whilst Jingtian & Gongcheng advised on PRC law. King & Wood Mallesons advised Sinomax Group as Hong Kong counsel whilst Maples and Calder, led by partner Jenny Nip, acted as Cayman Islands counsel. Paul Hastings has advised Deutsche Bank in respect of the signing of an ¥11.1 billion (US$109.6m) non-recourse loan facility with Gestamp Solar to be used for the construction of a 32MW solar PV plant in Fukuroda, Ibaragi Prefecture, Japan. This is the largest non-recourse solar financing in Japan, the largest solar financing by a foreign bank in Japan and the largest solar financing in Japan provided to a foreign sponsor. Headquartered in Spain, Gestamp Solar is one of the world’s leading renewable energy developers, and started its Japanese operations in 2012. Construction is expected to be completed within a one-year period, with the target of commencing energy production by April 2015, supplying clean energy to Tokyo Electric Power Company and powering more than 10,000 homes in the area. This transaction between Gestamp Solar and Deutsche Bank will be the first in a series of international standard non-recourse solar project finance deals in Japan between the two parties. Deutsche Bank is also in advanced discussions with other foreign solar developers to provide financing for their Japan-based solar projects. Tokyo partners Joshua Isenberg, Joseph Kim and Naoki Ueyama led the transaction. Paul Hastings has also advised the underwriters, composed of BOCOM International (Asia) Ltd, BOCOM International Securities Ltd, Haitong International Securities Company Ltd, KGI Capital Asia Ltd and GF Securities (Hong Kong) Brokerage Ltd, in respect of the global offering and IPO of China New City Commercial Development Ltd on the Main Board of the HKSE on 10 July 2014. The listing involved spinning-off China New City from HKSE-listed PRC real estate developer Zhong An Real Estate by way of a separate listing of China New City’s shares on the HKSE. China New City is a commercial property developer, owner and operator, with a focus on developing integrated commercial complexes in China. Capital markets partners Raymond Li, chair of Greater China, and Sammy Li, chair of the Hong Kong office, led the transaction. Rajah & Tann has acted for SGX-ST Mainboard-listed Koh Brothers Group Ltd (KBGL) in respect of its first issue of notes under its S$250 million (US$201.5m) multicurrency medium term note programme. The S$50 million (US$40.3m) 4.8 percent notes due 2018 were issued on 2 July 2014. KBGL, an investment holding company headquartered in Singapore, has operations in construction and building materials, real estate, and leisure and hospitality. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. Allen & Gledhill advised The Hongkong and Shanghai Banking Corp Ltd as sole lead manager and book-runner. Sidley Austin has advised the sole sponsor, sole global coordinator, sole book-runner and underwriters in respect of Ernest Borel Holdings Ltd’s IPO on the HKSE. The offering of 66 million shares at HK$3.00 (US$0.387) per share listed on 11 July 2014. Ernest Borel is a leading Swiss-made premium watch brand in China. Partners Constance Choy and Janney Chong led the transaction. Simpson Thacher has represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by Tian Ge Interactive Holdings Ltd. Tian Ge offered approximately 304.3 million ordinary shares in the offering (before greenshoe) and raised gross proceeds of approximately HK$1.5 billion (US$193.5m). Tian Ge is the largest live social video platform in China in terms of total user spending. UBS Securities Hong Kong Ltd and China International Capital Corp Hong Kong Securities Ltd (CICC) acted as joint sponsors. UBS AG Hong Kong Branch (UBS) and CICC acted as joint global coordinators. UBS, CICC, Haitong International Securities Company Ltd, Jefferies Hong Kong Ltd, Pacific Crest Securities LLC and CMB International Capital Ltd acted as joint book-runners. UBS, CICC, Haitong International, Jefferies Hong Kong and CMB International Capital acted as joint lead managers. Corporate partners Celia Lam and Leming Chen led the transaction. Simpson Thacher has also represented the underwriters, led by Merrill Lynch, Citigroup and Credit Suisse, in respect of the offering of US$300 million principal amount of zero coupon convertible bonds by Zhen Ding Technology Holding Ltd, a leading designer and manufacturer of printed circuit boards to leading brand name customers. The common shares of Zhen Ding are traded on the Taiwan Stock Exchange. The bonds are listed on the SGX. Corporate partner Chris Lin led the transaction. SSEK Legal Consultants has acted as Indonesian counsel to the sole sponsor and underwriters in respect of hotel operator Link Holdings Ltd’s IPO and listing on the HKSE by way of placement. Link Holdings has a subsidiary with assets in Indonesia. Partner Fahrul S Yusuf led the transaction. Virtus Law has advised MoneyMax Financial Services Ltd in respect of its first overseas investment to hold the majority stake, through its own wholly-owned subsidiary, Cash Online Sdn Bhd, in a network of Malaysian pawnshops. Catalist-listed MoneyMax owns and operates one of Singapore’s largest pawn broking chains. The investment will provide MoneyMax with an opportunity to expand its current network of pawn broking and retail outlets from 37 shops in Singapore up to a potential of 71 outlets in Singapore and Malaysia within the next three years. Corporate partner Seh-Ping Kong, supported by partner Elaine Beh, led the transaction. WongPartnership is acting for Motorola Solutions Credit Company in respect of its bid to enforce a US$2.65 billion US Court judgment in Singapore against members of a prominent Turkish family. Partner Chua Sui Tong is acting on the matter. WongPartnership has also acted for Lend Lease Commercial Investments Pte Ltd and Lend Lease Retail Investments 3 Pte Ltd, all part of the major Australia-based property development group Lend Lease group, in respect of a S$905 million (US$729.4m) refinancing relating to JEM, a large shopping centre in Singapore. Partners Alvin Chia, Felix Lee, Tan Teck Howe, Hui Choon Yuen and Trevor Chuan led the transaction. |
Deals – 9 July 2014
Allen & Gledhill has advised Clifford Capital Pte Ltd in respect of the establishment of a US$500 million euro-commercial paper programme guaranteed by the Government of Singapore under which Clifford Capital may issue notes. Partners Yeo Wico, Jeanne Ong and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Keppel Land Ltd, Alpha Core-Plus Real Estate Fund and their asset holding company DL Properties Ltd in respect of the S$550 million (US$441.38m) divestment of the office building Equity Plaza at 20 Cecil Street, Singapore to Plaza Ventures Pte Ltd, a joint venture company held by GSH Properties Pte Ltd, TYJ Group Pte Ltd and Vibrant DB2 Pte Ltd. Partners Penny Goh and Tan Boon Wah led the transaction. AZB & Partners has advised ICICI Venture Funds Management Company Ltd (ICICI Venture) and India Advantage Fund-S3 I, a fund managed by ICICI Venture, in respect of India Advantage’s acquisition of equity shares constituting 28 percent of the paid up share capital of Krishna Institute of Medical Sciences Ltd (KIMS). The transaction, valued at approximately US$36 million, comprised of a primary subscription to KIMS shares, as well as a secondary acquisition of KIMS shares from existing investors. Partner Darshika Kothari led the transaction which was completed on 26 June 2014. AZB & Partners has also advised the Asian Development Bank in respect of its acquisition of a certain stake for up to US$50 million in the share capital of Welspun Renewables Energy Private Ltd, an India-registered company engaged in the development of renewable energy technologies for generation of solar, bio–mass and hydro wind energies. Partners Gautam Saha and Shuchi Sinha led the transaction which was completed on 19 June 2014. Baker & McKenzie is advising DB Trustees (Hong Kong) Ltd as trustee of New Century Real Estate Investment Trust (New Century REIT) in respect of New Century REIT’s proposed acquistion of Songjiang Hotel, a 5-star hotel located in the Songjiang District of Shanghai, for RMB700 million (US$112.83m). The acquisition would be the first for New Century REIT since its IPO. Partner Milton Cheng, head of the REIT practice in Hong Kong/China, led the transaction which is subject to unitholder approval and other conditions. Clifford Chance has advised Kasikornbank in respect of the financing of four solar PV rooftop projects developed by Gunkul Engineering Public Company Ltd. The projects are owned by WHA Corp Public Company Ltd and Gunkul Engineering Public Company Ltd. Each project is located on the rooftop of an existing warehouse of WHA Corp. Finance partner Joseph Tisuthiwongse led the transaction which is the first such financing in Thailand. Davis Polk has advised JP Morgan Securities LLC and Citigroup Global Markets Inc as representatives of the underwriters in respect of Xunlei Ltd’s offering of approximately 7.3 million American Depositary Shares (ADSs), each representing five common shares of Xunlei. The underwriters exercised in full their over-allotment option to purchase an additional approximately 1.1 million ADSs. Priced at US$12.00 per ADS, the total proceeds of the offering was approximately US$100.95 million. The ADSs are listed on the NASDAQ Global Select Market. Xunlei is one of the top 10 largest Chinese internet companies, with an average of 300 million monthly visitors for the three months ended on 31 March 2014. Xunlei operates a powerful internet platform in China based on cloud computing to provide users with quick and easy access to digital media content through its core products and services, Xunlei Accelerator and the cloud acceleration subscription services. Partners James C Lin and Li He led the transaction. The underwriters were advised by Fangda Partners as to PRC law. Xunlei was advised by Skadden, Arps, Slate, Meagher & Flom as to New York State and US federal laws, Zhong Lun Law Firm as to PRC law and Maples and Calder as to Cayman Islands law. Deacons has advised Silver Empire Holdings Ltd in respect of its subscription of convertible bonds issued by HKSE Main Board listed Wing Lee Holdings Ltd. Partner Ronny Chow led the transaction which was valued at HK$99.84 million (US$12.9m). Deacons is also advising Broad Greenstate International Company Ltd, the second landscape architecture service provider seeking a Main Board listing in Hong Kong, in respect of its IPO which is expected to raise up to approximately HK$436.5 million (US$56.32m), subject to the exercise of over-allotment option, for Broad Greenstate and the selling shareholders. Broad Greenstate is an integrated landscape architecture service provider focussing on major urban landscape projects across China. Broad Greenstate is expected to be listed on the Main Board of the HKSE on 11 July 2014. Kim Eng Securities (Hong Kong) Ltd is the sole sponsor and one of the joint global coordinators. The other joint global coordinator is BOCOM International Securities Ltd. Partner Ronny Chow is also leading the transaction. Morrison & Foerster is advising the underwriters. Gadens has acted for NYSE-listed and POMSoX- listed InterOil Corp in respect of the sale of the group companies that held its Papua New Guinean oil refinery and petroleum products distribution businesses to Singapore-based Puma Energy Group for US$525.6 million. The downstream businesses include the Napa Napa refinery in Port Moresby which processes about 28,000 barrels a day, as well as 52 service stations and 30 fuel depots, terminals and aviation sites. The firm concurrently advised InterOil in respect of a US$300 million syndicated, senior secured capital expenditure facility through a consortium of banks. The consortium comprised Credit Suisse, Commonwealth Bank of Australia, Westpac Bank, Australia and New Zealand Banking Group, Bank of South Pacific, BNP Paribas, UBS AG, Macquarie Capital Group, The Bank of Tokyo-Mitsubishi UFJ and Societe Generale. Sydney head of corporate Charles Cowper and Sydney Banking & Finance partner Helen Ord led the transaction. J Sagar Associates has advised Archean Salt Holdings in respect of availing INR135 crores (US$22.58m) credit facility from Kohlberg Kravis Roberts (KKR). Archean Group is a privately held business conglomerate with diversified business interests in high growth sectors, including mining and minerals, industrial salt, shipping, building materials, oil and gas services, industrial chemicals and fertilisers. The group identified the rising demand for industrial salt 15 years ago and set up capacities in Kutch to save on transport costs. The industrial salt business is being carried out through three companies – Jakhau Salt Co, Bharath Salt Refineries Ltd and Archean Chemicals. The company is expanding its industrial salt capacities at Kutch in Gujarat by 3 million tonnes per annum. Partner Aarthi Sivanandh led the transaction. KKR was represented by Luthra and Luthra. J Sagar Associates has also advised Toyota Tsusho Corp, Secom Company Ltd and Takshasila Hospitals Operating Private Ltd (THOPL) in respect of the investment by JBIC into THOPL. THOPL operates Sakra World Hospital and has Toyota Tsusho, Secom and its affiliates and the Kirloskar group as joint venture partners. JBIC’s investment was for INR63 crores (US$10.54m) for which CCPS were issued to JBIC. The deal involved structuring, negotiation and finalising the investment agreement as well as the existing shareholders agreement among Toyota Tsusho, Secom and Kirloskar group. Partners Vivek Chandy and Raj Ramachandran led the transaction. JBIC was represented by Ashurst and ILP. Jones Day has advised JP Morgan India, CLSA India, Axis Capital, Edelweiss Financial Services and Macquarie Capital (India) in respect of an US$800 million qualified institutions placement (QIP) of equity shares under Section 4(a)(2) and Regulation S of the US Securities Act of 1933 of Reliance Communications Ltd, one of India’s largest telecommunications company. The QIP is the biggest by a non-state owned company in India’s financial history. Head of India practice partner Manoj Bhargava led the transaction. Khaitan & Co has advised Wisely Pte Ltd, part of Keppel Land of Singapore; RSJ Developers Pvt Ltd, part of Magus Estates & Hotels Ltd (subsidiary of Asian Hotels (North) Ltd of the Jatia Group); and Puravankara Group Bengaluru in respect of the sale of their entire 100 percent shareholding in Keppel Magus Development Pvt Ltd to BMS Realty Pvt Ltd, a joint venture among the Sureka Group, Merlin Group and JB Group (Bachhawats), for approximately US$15 million. Keppel Magus, a company incorporated in India, has a major land holding in New Town, Kolkata having approximately 99,983 sq ft. of land where it is building a housing project named the Elita Garden Vista. Arindam Sarkar and Sucharita Basu led the transaction. Khaitan & Co has also advised Tosher Gusti Hormusjee and Radhika Hormusjee as the promoters and GW Precision Tools India Private Ltd in respect of the sale of the entire promoters shareholding totalling 25 percent of the paid up capital of GW Precision Tools to Günther Wirth Hartmetallwerkzeuge GmbH & Co KG, and the sale of the entire shareholding of the promoters totaling 10 percent of the paid up capital in Eifeler India Coating Centre Private Ltd to GW Precision Tools. Set up in Bangalore, GW Precision Tools is a part of Günther Wirth Group Worldwide. They manufacture the entire range of high performance solid carbide drills, end mills and reamers in standard and special custom designs. Partner Rajiv Khaitan led the transaction. Latham & Watkins has advised Banque Saudi Fransi, a leading lender in Saudi Arabia, in respect of its SAR2 billion (US$533.28m) Tier II sukuk issuance through a private placement in the Kingdom of Saudi Arabia. The Shari’ah-compliant sukuk will be used by Banque Saudi Fransi for Tier II regulatory capital purposes and will support future growth of the bank. Partner Harj Rai led the transaction. Latham & Watkins has also advised Fawaz Abdulaziz Al Hokair & Co, the retail arm of the Al Hokair Group of Companies, in respect of a SAR1.5 billion (US$400m) Shari’ah-compliant financing which comprised a SAR1 billion (US$266.64m) murabaha financing and a SAR500 million (US$133.3m) sukuk issuance. Samba Financial Group acted as documentation bank on the murabaha financing whilst Samba Capital & Investment Management Company acted as the lead manager and book-runner on the sukuk issuance. Office managing partner Salman Al-Sudairi led the transaction which represents the first sukuk issuance by Fawaz Abdulaziz Al Hokair. Luthra & Luthra has advised Lanco Group in respect of the divestment of its 100 percent stake in a 70 MW hydro power project in Chamba district of Himachal Pradesh to Tejassarnika Hydro Energies Private Ltd, a subsidiary of Hyderabad-based Greenko Energies Private Ltd. The Lanco Group also executed an MOU with Greenko Energies to divest two smaller hydro power plants of 5 MW each located in the Kangra district of Himachal Pradesh. Partner Pranjal Bora led the transaction. Majmudar & Partners has represented Carnival Films Private Ltd in respect of the acquisition of 100 percent equity stake of HDIL Entertainment Private Ltd, the multiplex business arm of HDIL, for INR105 crores (US$17.5m). Carnival Cinemas, headquartered in Mumbai, Maharashtra, operates multiplexes across India. Partner Rukshad Davar led the transaction. Maples and Calder has acted as Cayman Islands counsel to Xunlei Ltd, a Shenzhen-based Chinese video service provider, in respect of its IPO of approximately 7.3 million American depositary shares (ADSs), each ADS representing five common shares of Xunlei, on the Nasdaq Stock Exchange. The IPO closed on 27 June 2014. The ADSs were priced at US$12 each and the offering raised approximately US$88 million. Xunlei is one of the top 10 largest Chinese internet companies, as measured by user base, and the number one acceleration product provider in China, as measured by market share in March 2014. JP Morgan Securities LLC and Citigroup Global Markets Inc acted as lead underwriters. Partner Greg Knowles led the transaction. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Xunlei whilst Davis Polk & Wardwell advised the underwriters. Mayer Brown JSM has advised Shanghai Fosun Pharmaceutical Group (Fosun Pharma) in respect of its acquisition of a 37 percent interest in miacom Diagnostics GmbH in Düsseldorf as well as on the conclusion of a cooperation agreement. Shanghai-based Fosun Pharma is a leading healthcare company in China. Established in 1994, it has been listed on Shanghai Stock Exchange since August 1998. Fosun Pharma develops, produces and distributes pharmaceuticals, healthcare services, diagnostic products and medical devices. Miacom Diagnostics, established in 2006, specialises in medical tests for the detection of pathogens causing infections such as sepsis and pneumonia. Corporate partners Carsten Flaßhoff, Dr Marco Wilhelm and Betty FK Tam and public law partner Dr Marius Boewe led the transaction. Minter Ellison has advised Asaleo Care Ltd in respect of its IPO of shares and listing on the ASX. The IPO raised approximately A$655.8 million (US$614m) and the company’s market capitalisation on listing was approximately A$1.1 billion (US$1b). The deal is reportedly Australia’s second -largest IPO to date this year and the largest Asia Pacific forestry and paper sector IPO on record. Asaleo Care is a leading personal care and hygiene company which manufactures, markets and distributes consumer products across the feminine hygiene, incontinence hygiene, baby hygiene, consumer tissue and professional hygiene product categories and has operations throughout Australia, New Zealand and Fiji. Private Equity & Capital Markets partner Jeremy Blackshaw, supported by partners Bart Oude-Vrielink and Daniel Scotti, led the transaction whilst Minter Ellison Rudd Watts, the firm’s associated firm in New Zealand, advised on New Zealand law and Sullivan & Cromwell advised on US law. Herbert Smith Freehills advised the joint lead managers whilst Skadden, Arps, Slate, Meagher & Flom advised on US law. Norton Rose Fulbright has advised Albaraka Türk Katılım Bankası A.Å (Albaraka Turk) in respect of its issuance of US$350 million certificates due 2019. The sukuk, while backed by the credit of Albaraka Turk as obligor, was issued by Bereket Varlık Kiralama A.Å, an asset leasing corporation established in Turkey pursuant to the Lease Certificate Communiqué in Turkey. The sukuk represents Albaraka Turk’s second international sukuk issuance following the issuance of their Tier 2 sukuk in 2013, on which the firm also advised. The joint lead managers were Emirates NBD Capital Ltd, Nomura International plc, QInvest LLC and Standard Chartered Bank. Partner Gregory Man led the transaction whilst Somay Hukuk Bürosu advised on Turkish law. Clifford Chance and Yegin Çiftçi Attorney Partnership advised the managers on English law and Turkish law, respectively. Clifford Chance also advised BNY Mellon Corporate Trustee Services Ltd as representative. Sidley Austin has advised Yida China Holdings Ltd in respect of its HK$1.42 billion (US$183.2m) IPO of 580 million shares on the HKSE which listed on 27 June 2014. Yida China is a leading business-park developer and operator in China. Partners Constance Choy, Sherlyn Lau and Jason Kuo led the transaction. Skadden is advising 21Vianet Group Inc, the largest carrier-neutral internet data centre services provider in China, in respect of its offering of RMB2 billion (US$322.4m) 6.875 percent bonds due 2017, concurrently with an offer to purchase RMB1 billion (US$161.2m) 7.875 percent bonds due 2016 and the related consent solicitation. Both the 2016 bonds and 2017 bonds are listed on the SGX. Barclays acted as the sole global coordinator, book-runner and lead manager. Hong Kong corporate partners Julie Gao, Jonathan Stone and Will Cai led the transaction. Skadden has also advised Ourgame International Holdings Inc in respect of its US$107 million global offering and listing on the HKSE on 30 June 2014. Ourgame is a leading online card and board game developer and operator in China with over 396 million registered players for its PC games and over 51 million registered players for its mobile games. In addition to offering over 200 popular online games, Ourgame also holds physical tournaments inside and outside of China, including World Poker Tour events and the upcoming 14th World Bridge Series Championships. Corporate partners Christopher Betts and Will Cai led the transaction. Stamford Law has acted as Singapore counsel to SGX Mainboard listed Global Invacom Group Ltd in respect of its admission to trading on the AIM Market of the London Stock Exchange. Global Invacom is the first SGX Mainboard listed company to be simultaneously listed on AIM. Global Invacom is an established supplier of satellite communications technology to established broadcasters, such as BSkyB, DISH and EchoStar, with manufacturing plants in China, the UK and Malaysia. In conjunction with the AIM admission, Global Invacom raised £10.80 million (US$18.53m) in a placing to institutional and other investors in the UK. Director Yap Lian Seng led the transaction. Walkers has acted as Cayman Islands counsel to International Airfinance Corp (IAFC) in respect of the establishment of a Shariah-compliant aircraft leasing fund to be managed by IAFC, with Airbus and the Islamic Development Bank as anchor investors and strategic partners. Quantum Investment Bank and Palma Capital Ltd have been retained as the exclusive placement agents to the fund. The targeted size of the fund is US$5 billion which will be raised through a combination of equity and debt. US$1 billion is targeted to be raised through equity, with Airbus and the Islamic Development Bank as anchor investors. The fund will operate according to Shariah principles and will purchase and lease new and second hand aircraft which will be leased to carriers in the Gulf Cooperation Council and Organization of Islamic Conference member countries. Partner Daniel Wood led the transaction. Bird & Bird acted as international legal counsel to the investment manager whilst Clifford Chance advised Airbus as an investor in the fund. Weerawong, Chinnavat & Peangpanor has represented Great Pacific Properties Ltd, a subsidiary of TCC Land International Ltd, and its affiliates in respect of the US$818 million financing transaction with Sumitomo Mitsui Banking Corp in relation to the establishment of the newly incorporated Thai property fund, namely Thai Hotel Investment Freehold and Leasehold Property Fund, for purchasing real estate properties in prime tourist areas in Bangkok and other provinces, such as Phuket, Samui and Chiang Mai. Partner Passawan Navanithikul led the transaction Wong & Partners and Baker & McKenzie. Wong & Leow, respectively the Malaysia and Singapore member firms of Baker & McKenzie International, have acted as domestic and international counsels, respectively, to Icon Offshore Bhd (ICON), the largest pure-play offshore support vessel (OSV) provider in Malaysia, in respect of its RM945 million (US$296.73m) IPO on Bursa Malaysia on 25 June 2014. ICON is a subsidiary of Ekuiti Nasional Bhd (Ekuinas), a government-owned private equity fund which owns 88 percent of the company. This is the first IPO of a portfolio company owned by Ekuinas. Wong & Partners partner Munir Abdul Aziz led the team in Kuala Lumpur whilst partner Ashok Lalwani led the team from Baker & McKenzie.Wong & Leow in Singapore. Albar & Partners advised Maybank Investment Bank Berhad, the managing underwriter, joint book-runner and joint global coordinator. Clifford Chance advised BNP Paribas Malaysia Berhad and Credit Suisse (Singapore) Ltd as the joint book-runners and joint global coordinators. WongPartnership has acted for International Group of Entrepreneur Co Ltd in respect of its joint venture with Daewoo International Corp for the construction of Daewoo Amara Lotte hotel in Yangon, Myanmar. Partners Low Kah Keong, Christy Lim and Ian de Vaz led the transaction. WongPartnership has also acted for WDC Development Pte Ltd, a wholly-owned subsidiary held indirectly by Shimizu Corp, in respect of its joint venture with CityDC Pte Ltd, a wholly-owned subsidiary of CitySpring Infrastructure Trust, to establish and operate a joint venture company, DataCentre One Pte Ltd, which will construct and develop a data centre to be leased to 1-Net Singapore Pte Ltd after completion. Partners Ong Sin Wei, Tan Teck Howe, Christy Lim, Felix Lee and Serene Soh led the transaction. |