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Deals – 24 April 2014

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Ali Budiardjo, Nugroho, Reksodiputro has represented PT Daya Bumindo Karunia, a coking coal company in central Borneo, in respect of engaging PT China Engineering Indonesia (CHI) as the main contractor to undertake the development, construction and transportation of coal, a 165-kilometers hauling road, transfer terminal and a shipment terminal in Murung Raya. The project documentations, which include the EPC agreement, were signed in February 2014. CHI is a subsidiary of the People’s Republic of China’s state-owned China Harbour Engineering Corporation (CHEC). Partner Freddy Karyadi led the transaction which was valued at approximately US$1 billion.

Allen & Gledhill has advised Oversea-Chinese Banking Corporation Ltd (OCBC) in respect of the issue of US$1 billion 4 percent subordinated notes due 2024 under its US$10 billion global medium term note programme. The notes are the first Basel III capital instrument issued by OCBC and are the largest Basel III bond issued in Asia ex-Japan. The notes are expected to qualify as Tier 2 capital of OCBC under the Basel III framework of the Monetary Authority of Singapore. Partners Glenn Foo and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd, as arranger, issuing and paying agent, agent bank, registrar and transfer agent, and as dealer for the perpetual securities, and DBS Trustee Ltd in respect of the update of the multicurrency debt issuance programme established by Vibrant Group Ltd. The update provides that, in addition to notes, perpetual securities may be issued under the programme, and that the maximum aggregate principal amount of securities that may be issued under the programme be increased from S$400 million (US$318.5m) to S$500 million (US$398m). Under the programme, Vibrant Group issued S$100 million (US$79.6m) 7.35 percent subordinated perpetual securities. Partners Margaret Chin and Sunit Chhabra led the transaction.

Clifford Chance has advised Telekom Malaysia Berhad (TM), a leading fixed-line and broadband provider in Malaysia, in respect of the international aspects of its investment agreement with Green Packet Berhad, a global player in 4G devices, and SK Telecom Co Ltd, the top South Korean mobile operator in one of the most advanced LTE markets globally, to offer customers a full suite of converged communications services through the development of next-generation Long Term Evolution (LTE) infrastructure. As part of the agreement, TM will initially invest RM350 million (US$107m) into Packet One Networks (Malaysia) Sdn Berhad (P1) through subscription of new ordinary shares to make TM the majority shareholder with an estimated 57 percent stake, whilst Green Packet and SK Telecom remain as key strategic shareholders of P1 upon completion. TM will additionally invest up to RM210 million (US$64.3m) into Green Packet through newly issued redeemable exchangeable bonds, which may be exchanged into Green Packet’s stake in P1 in the future. In addition, TM, SK Telecom and Green Packet will have the option to invest up to RM1.65 billion (US$505m) through subscriptions for convertible bonds issued by P1 for the implementation of P1’s business plan. The transaction is subject to regulatory and Green Packet shareholder approvals. Partner Lee Taylor, supported by partner Daniel Sandelson, led the transaction whilst Wong & Partners acted as Malaysian counsel.

Davis Polk has advised the underwriters led by Deutsche Bank AG Hong Kong Branch and Citigroup Global Markets Asia Ltd as joint sponsors and joint global coordinators in respect of the IPO and listing on the HKSE and an international offering in reliance on Rule 144A/Regulation S of BAIOO Family Interactive Ltd. The gross proceeds from the global offering amounted to approximately HK$1.5 billion (US$193.46m) without the exercise of the over-allotment option. Headquartered in Guangzhou, BAIOO is China’s largest online entertainment destination designed for children, as measured by revenue in 2013. Partners Bonnie Y Chan, James C Lin and John D Paton led the transaction whilst Jingtian & Gongcheng advised as to PRC law. BAIOO was advised by Kirkland & Ellis as to US and Hong Kong laws and Jun He Law Offices as to PRC law.

Davis Polk has also advised Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corporation Ltd, Goldman Sachs (Asia) LLC, CCB International Capital Ltd and JP Morgan Securities plc as the joint global coordinators and the representatives to the initial purchasers in respect of the Rule 144A/Regulation S offering by Sinopec Group Overseas Development Ltd, a wholly-owned subsidiary of China Petrochemical Corporation, of its US$1.25 billion 1.75 percent senior notes due 2017, US$750 million 2.75 percent senior notes due 2019, US$1 billion 4.375 percent senior notes due 2024, US$1.5 billion senior floating-rate notes due 2017 and US$500 million senior floating-rate notes due 2019. The offering is the largest global debt offering by a mainland Chinese corporation to date. China Petrochemical is the largest integrated petroleum and petrochemical company in China and one of the largest in the world in terms of operating revenue. Partners Eugene C Gregor and John D Paton led the transaction. China Petrochemical Corporation was advised by Skadden, Arps, Slate, Meagher & Flom as to US and Hong Kong laws, Haiwen & Partners as to PRC law and Conyers Dill & Pearman as to BVI law.

Dentons has advised MMG Ltd, a subsidiary of state owned enterprise Minmetals, in respect of leading a consortium to enter into a share purchase agreement (SPA) with GlencoreXstrata to acquire the Las Bambas copper project in Peru for US$5.85 billion. Partners Sarah Zeng and Alan Hutchison led the transaction whilst White & Case acted as co-counsel.

Gibson, Dunn & Crutcher has represented NYSE-listed MGM Resorts, a world leader in experiential hospitality, in respect of its alliance with Hakkasan Group, a distinguished global lifestyle company offering a unique approach to restaurant, lounge, nightlife and daylife experiences, for the formation of a joint venture hotel management company to be named MGM Hakkasan Hospitality. The JV will focus on the design, development and management of luxury non-gaming hotels, resorts and residential offerings under the Bellagio, Hakkasan, MGM Grand and SKYLOFTS brands in key international gateway cities and prime resort destinations across the globe. All of the hotel and resort projects currently under development by each group will be contributed to the joint venture, including MGM projects in the Americas, the Middle East and Asia, and Hakkasan projects in Abu Dhabi and Dubai. Partners John Williams and Benjamin Rippeon led the transaction.

J Sagar Associates has advised Lodha Group in respect of its proposed acquisition of an 88-acre land parcel in Thane, a Mumbai suburb, from the specialty chemical maker Clariant Chemicals (India) Ltd for INR1,154 crores (US$189.8m). The Lodha Group aims develop projects on the land parcel once the transaction is concluded later this year. Partners Berjis Desai, Varghese Thomas and Jamshed Bhumgara led the transaction. Clariant Chemicals was represented by Wadia Ghandy and Co led by partner Dhawal Mehta.

Khaitan & Co has advised leading global information services and solutions provider Wolters Kluwer Inc USA in respect of the Indian leg of the transaction in relation to its acquisition of the remaining 62 percent in Third Coast Holding, including its wholly-owned Indian subsidiary DataCert Consulting Private Ltd, for US$180 million, subject to closing adjustments. Partner Aakash Choubey led the transaction with assistance from partner Bijal Ajinkya.

Khaitan & Co has also advised Muthoottu Mini Financiers Ltd in respect of its approximately US$33 million IPO of secured redeemable non-convertible debentures (NCDs). Muthoottu Mini Financiers is a Reserve Bank of India-registered NBFC headquartered in the state of Kerala, India and belongs to the Muthoottu Mini Group. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Kirkland & Ellis is advising the independent committee of the board of directors of NYSE-listed iSoftStone Holdings Ltd (iSoftStone), a leading China-based IT services provider, in respect of its acquisition by iSoftStone’s chairman and China Everbright. The merger agreement was announced on 18 April 2014. iSoftStone entered into the merger agreement with New iSoftStone Holdings Ltd (NiH) and New iSoftStone Acquisition Ltd (NiA), pursuant to which NiH will acquire iSoftStone for US$0.57 per ordinary share or US$5.70 per American Depositary Share, each representing ten shares. After completion of the transaction, NiH will be beneficially owned by iSoftStone Chairman and CEO Tianwen Liu and funds managed by China Everbright Investment Management Ltd and certain other iSoftStone management members and shareholders and their respective affiliates. As of 31 March 2014, the buyer group beneficially own approximately 21.9 percent of the outstanding shares, excluding outstanding options and restricted share units of iSoftStone. Partners David Zhang, Jesse Sheley and Stephanie Tang are leading the transaction, which is subject to various closing conditions. iSoftStone is advised by Hankun Law Offices, Maples and Calder and O’Melveny & Myers as to PRC, Cayman Islands, and US laws, respectively. Cleary Gottlieb Steen & Hamilton is serving as US counsel to the buyer group whilst Zhong Lun Law Firm and Conyers Dill & Pearman are serving as PRC and Cayman Islands counsels, respectively. Clifford Chance is serving as Hong Kong and English law counsels to the mandated lead arranger of the debt financing whilst Fangda Partners and Walkers are serving as PRC and Cayman Islands counsels, respectively, to the mandated lead arranger of the debt financing.

Luthra & Luthra has advised a consortium of 22 lenders, with ICICI Bank as the monitoring institution, in respect of the corporate debt restructuring of Shiv-Vani Oil and Gas Exploration Services Ltd. With the restructured secured facilities aggregating INR3,000 crores (US$493.7m) and comprising of working capital, ECB, term loans, FITL, WCTL and priority loan, it was one of the most complex CDR deals of the year. The deal had almost all leading PSU and private banks, financial institutions and NBFCs participating into it. The transaction involved restructuring of rupee term and rupee working capital facilities (fund and non-fund based) as well as ECB facilities. It envisaged add-on priority loans and recoupment of certain investments. Partner Piyush Mishra led the transaction.

Luthra & Luthra has also advised Ranbaxy Laboratories Ltd, its independent directors and its senior management in respect of definitive agreements with Sun Pharmaceutical Industries Ltd pursuant to which Sun Pharma will acquire 100 percent of Ranbaxy in an all-stock transaction. Under these agreements, Ranbaxy shareholders will receive 0.8 share of Sun Pharma for each share of Ranbaxy. The deal, which has an equity value of approximately US$3.2 billion and overall enterprise value of approximately US$4 billion, would create the largest pharma company in India and the 5th largest specialty generic pharma company in the world. Daiichi Sankyo, the promoters of Ranbaxy, will become the second-largest shareholder of Sun Pharma with nine percent while Shangvi family who currently owns 63.65 percent will hold 54.7 percent of the combined entity. Partners Rajiv Luthra, Bobby Chandiok, Sameer Dudoria, Sundeep Dudeja, Damini Bhalla and Vaibhav Kakkar led the transaction. Daiichi Sankyo was advised by Davis Polk & Wardwell and Amarchand & Mangaldas & Suresh A Shroff & Co. Sun Pharma was advised by Shearman & Sterling, Crawford Bayley & Co and S H Bathiya & Associates.

Milbank, Tweed, Hadley & McCloy has advised Merrill Lynch and Morgan Stanley as the underwriters in respect of the US$945 million common stock offering by NYSE-listed insurance conglomerate Arthur J Gallagher & Co. Proceeds will be used, in part, to fund its acquisition of the insurance brokerage business of Wesfarmers Ltd, one of the largest insurance broking networks across Australia and New Zealand. Gallagher’s offering comprised of 21.85 million shares of its common stock. The nearly US$939 million purchase from Wesfarmers is the largest acquisition in Gallagher’s history. In addition to substantially funding the contemplated acquisition, Illinois-based Gallagher may use some of the offering’s proceeds to fund previous acquisitions and for general corporate purposes. Partner James Ball, supported by partners Andrew Walker and Lawrence Kass, led the transaction which closed on 16 April 2014.

Paul Hastings has represented SGX-listed real estate fund Forterra Trust in respect of its disposition of the property in Beijing known as Beijing Logistics Park to SGX-listed real estate fund Global Logistic Properties Ltd. Beijing Logistics Park is a logistics warehouse located in Beijing’s Shunyi District, adjacent to Beijing International Airport. It was completed in April 2012 and had an occupancy rate of 100 percent as of 31 December 2013. Partner Wayne Ma led the transaction.

WongPartnership has acted for The Bank of New York Mellon, as trustee, issuing and paying agent and agent bank, in respect of the establishment of an S$800 million (US$637m) multicurrency medium term note programme by Singapore Management University. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd were the arrangers and dealers of the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for CLSA Singapore Pte Ltd, the Singapore financial adviser to Pioneer Top Holdings (PTH), in respect of the conditional cash exit offer by CITIC Securities Corporate Finance (HK) Ltd and CLSA Singapore Pte Ltd for and on behalf of PTH, to acquire all the issued ordinary shares in China XLX Fertiliser Ltd other than those already owned, controlled or agreed to be acquired by PTH and parties acting in concert with it, and the shares and bonds of the shareholders and bondholder who have provided an undertaking not to accept the offer in respect of the relevant shares and bonds held by them, in connection with the proposed voluntary delisting of China XLX Fertiliser from the SGX. Partners Andrew Ang and Audrey Chng led the transaction.

WongPartnership has acted for DBS Bank Ltd and Standard Chartered Bank, as joint lead managers and book-runners, in respect of the issuance of S$200 million (US$159.2m) 6.9 percent fixed rate notes due 2019 by Amtek Engineering Ltd under its S$500 million (US$398m) multi-currency MTN Programme established on 10 May 2013. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership has acted for Vallianz Holdings Ltd in respect of its establishment of a S$500 million (US$398m) Multicurrency Debt Issuance Programme and its issuance of S$100 million (US$79.6m) 7.2 percent fixed rate notes due 2016 under the programme. DBS Bank Ltd acted as the sole lead manager and book-runner for the programme and the notes. Partner Goh Gin Nee led the transaction.

Deals – 17 April 2014

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Allen & Gledhill has advised HSBC Institutional Trust Services (Singapore) Ltd as trustee of Ascendas Real Estate Investment Trust (A-REIT) and Ascendas Funds Management (S) Ltd as manager of A-REIT in respect of A-REIT’s issue of ¥5 billion (US$49m) floating rate notes due 2021 under its S$1 billion (US$798.7m) multicurrency medium term note programme. Partners Daselin Ang and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Keppel Land Ltd in respect of the grant of a S$397.6 million (US$317.5m) term loan facility and a S$200 million (US$159.7m) committed revolving credit facility to its subsidiary Harvestland Development Pte Ltd by Mizuho Bank Ltd Singapore Branch. The facility is for the purchase and construction of a residential condominium development at Kim Tian Road, Singapore. Partner Lyn Wee led the transaction.

Allens has advised National Australia Bank and Westpac Banking Corporation as arrangers in respect of the issue of A$400 million (US$374.5m) bonds due 2021 by Perth Airport Pty Ltd, a subsidiary of Perth Airport Development Group which operates and maintains Perth Airport. Partner James Darcy led the transaction which is considered the latest example of a single asset infrastructure company entering the domestic debt capital markets.

Amarchand & Mangaldas has advised Piramal Enterprises Ltd in respect of the sale of its 10.97 percent stake in Vodafone India Ltd to Prime Metals Ltd, a subsidiary of Vodafone UK Plc, for approximately US$1.47 billion. The deal gives Vodafone UK 100 percent shareholding in its Indian subsidiary, making Vodafone India the first Indian telecom company which is 100 percent foreign-owned. Partners Cyril Shroff and Leena Chacko led the transaction which closed on 11 April 2014.

Appleby has acted as British Virgin Islands counsel to the mandated lead arrangers and book-runners, which included Australia and New Zealand Banking Group Ltd, Crédit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation, in respect of providing a HK$1.8 billion (US$232m) secured syndicated term loan and revolving credit facility to Fortune Real Estate Investment Trust (Fortune REIT) involving a BVI borrower and several BVI security providers. This new facility will be used to partly repay an existing facility made available to Fortune REIT in 2012 and to finance the corporate funding requirements of Fortune REIT, a real estate investment trust which is dual-listed in Singapore and Hong Kong and holds a portfolio of 17 private housing estate retail properties across Hong Kong. Partner Jeffrey Kirk led the transaction whilst Allen & Overy Hong Kong acted as onshore counsel.

Assegaf Hamzah & Partners has advised PT XL Axiata Tbk (XL) in respect of its agreement for the acquisition of PT AXIS Telekom Indonesia (AXIS) from Teleglobal Investments BV (Teleglobal), a wholly-owned subsidiary of Saudi Telecom Company (STC), with STC as the guarantor. Under the agreement, XL will purchase the entire issued share capital of AXIS for US$865 million, representing a combination of payment of a nominal value for AXIS’ equity and repayment by XL of part of AXIS’ indebtedness. XL’s payment was funded by its shareholder, Axiata Group Bhd, and banks. Following the acquisition, AXIS was merged into XL. The acquisition was completed on 19 March 2014 whilst the merger was completed on 8 April 2014. Partners Bono Daru Adji, Tunggul P Utomo, Ibrahim Sjarief Assegaf and Yogi Sudrajat Marsono led the transaction whilst Sidley Austin acted as international counsel. Soemadipradja & Taher acted as local counsel whilst Freshfields Bruckhaus Deringer acted as international counsel to STC.

Baker & McKenzie has advised Canada Pension Plan Investment Board (CPPIB) in respect of its new venture with China Vanke Co Ltd, the largest residential developer in China. Through this venture, CPPIB will over time invest US$250 million in the Chinese residential market. To seed the venture, CPPIB and China Vanke are investing in a project in Qingdao, Shandong Province in China. The venture will focus on new residential development projects in large cities across China. Partner Dorothea Koo, with partners Jason Ng and Michael Horman, led the transaction. Reed Smith Richards Butler acted for China Vanke whilst Weil Gotshal acted for Kinetic Investment.

Baker & McKenzie is also acting for CITIC Metal as one of the members of the Chinese consortium which has entered into an agreement with Glencore Xstrata on 13 April 2014 in respect of acquiring from Glencore Xstrata all of its equity interests in the Las Bambas Copper Project in Peru for approximately US$5.85 billion. China Minmetals holds a 62.5 percent interest in the said Chinese consortium whereas CITIC Metal holds a 15 percent interest whilst the remaining 22.5 percent interest is held by Guoxin International Investment Corporation. This is the one of the largest mining-related acquisitions by Chinese companies in the recent years. China is the world’s biggest copper consumer, accounting for nearly 44 percent of the world’s copper consumption. Partner Bee Chun Boo led the transaction.

Baker McKenzie.Wong & Leow, a member firm of Baker & McKenzie International in Singapore, has advised United Overseas Bank Ltd, Maybank Investment Bank Berhad and AmBank (M) Berhad (Labuan Offshore Branch) in respect of a US$112.7 million facility agreement between Yinson Production Ltd, United Overseas Bank Ltd Labuan Branch, AmBank (M) Berhad (Labuan Offshore Branch) and Maybank Investment Bank Berhad. Partner James Huang led the transaction.

Clayton Utz has advised Bank of Queensland Ltd (BOQ) in respect of bringing to market a A$400 million (US$375m) accelerated renounceable entitlement offer capital raising to partially fund BOQ’s acquisition of Investec Bank (Australia) Ltd’s professional finance business and asset finance and leasing businesses in Australia. Partner Tim Reid led the transaction which was announced to the market on 11 April 2014.

Clyde & Co has advised Sanpower Group Co Ltd in respect of its acquisition of 89 percent stake in British retailer House of Fraser. The deal, which was signed on 3 April 2014 and was valued at approximately £480 million (US$803m), is the Sanpower Group’s first major investment in the UK retail sector and China’s largest retail foreign investment to date. House of Fraser was established in Scotland in 1849 and has about 60 stores in the UK and Ireland. Sanpower Group owns the well-known Chinese Nanjing Xinjiekou department store and 100 more companies in various sectors in China. Partner Lynia Lau led the transaction.

Herbert Smith Freehills has advised Shunfeng Photovoltaic International Ltd in respect of its RMB3 billion (US$482m) acquisition of 100 percent interests in Wuxi Suntech Power Co Ltd from its administrator. Shunfeng is one of the largest independent private solar products providers in China. It focuses on the research and development, manufacturing and sales of wafers, solar cells and solar modules. The company also develops and finances solar power station projects in China. The firm also advised Shunfeng on its issue of convertible bonds which raised HK$3.58 billion (US$461.7m) most recently used to fund the acquisition of Wuxi Suntech. Before Wuxi Suntech went into administration, it was an operating subsidiary of NYSE-listed Suntech Power. The Wuxi Intermediate People’s Court approved the restructuring plan in relation to Wuxi Suntech in November last year and the shareholders of Shunfeng approved the acquisition on 7 April 2014. Partner Jason Sung led the transaction.

J Sagar Associates has advised Symphony Teleca India in respect of the proposed acquisition of Aditi Technologies Private Ltd. Symphony Teleca is, inter alia, engaged in delivering innovative SaaS / Cloud enterprise software products, mobile software products and solutions, big data and analytic services and solutions, and integrated demand-side solutions that combine all of these capabilities. Aditi specialises in cloud technologies and services. Partners Vivek K Chandy, Raj Ramachandran and Malini Raju led the transaction which is expected to close in the next few months. Symphony Teleca India was also represented by Orrick, since Aditi has operations in the USA and the UK. Aditi was represented by Nishith Desai Associates Bangalore led by partner Vaibhav Parikh.

Khaitan & Co has advised Peninsula Brookfield Real Estate Fund in respect of the US$40 million investment in Inesh Realtors Private Ltd India, an SPV which is a part of the Mantri Group, by way of subscription to non-convertible debentures to be issued and listed in three tranches on the Bombay Stock Exchange (BSE). Peninsula Brookfield Real Estate Fund is a Category II Alternative Investment Fund registered with SEBI and is managed by a joint venture between Peninsula Land and Brookfield Financial with over INR1 billion (US$16.6m) worth of assets under management. Partner Siddharth Shah led the transaction with assistance from partner Rajiv Khaitan.

Khaitan & Co has also advised JP Morgan Europe Ltd in respect of senior and mezzanine facilities aggregating to £235 million (US$393m) provided to offshore subsidiaries of Lodha Group India for the acquisition of a property in London for construction and development purposes. Partners Haigreve Khaitan and Kumar Saurabh Singh led the transaction.

Kirkland & Ellis has represented Vision Knight Capital, a leading independent Chinese private equity firm, in respect of the recent closing of its second private equity fund Vision Knight Capital China Fund II. The fund closed at its hard cap with aggregate capital commitments of US$550 million. The fund, which will make investments in China’s retail and consumer internet and e-commerce sectors, accepted commitments from a broad mix of global institutional investors, including sovereign wealth funds, pension plans, endowments and foundations, diversified financial institutions and family offices. Partners Christopher Braunack and Carol Liu led the transaction.

Kirkland & Ellis has also represented BAIOO Family Interactive Ltd, China’s leading children’s web game developer, in respect of its IPO on the HKSE. The issuer was the largest online entertainment destination designed for children by revenue in China in 2013, with over 40 percent of the market share. The concurrent IPO and Rule 144A/Regulation S placing was priced at HK$2.15 (US$0.28) per share for a total offering size of approximately US$196 million, excluding the exercise of the over-allotment option. The listing took place on 10 April 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Henry Cheng led the transaction.

Latham & Watkins has advised the managers and HSBC Corporate Trustee Company (UK) Ltd, as the delegate, in respect of the issuance by Saudi Electricity Company (SEC) of US$1.5 billion certificates due 2024 and US$1 billion certificates due 2044. The transaction represents the second sukuk issuance for SEC in 2014, with the company having successfully raised SAR4.5 billion (US$1.2b) through a public sukuk issuance in the Kingdom of Saudi Arabia in January 2014. The firm advised the joint lead managers on this transaction. Deutsche Bank AG London Branch, HSBC Bank plc and JP Morgan Securities plc acted as the joint lead managers, with Mizuho Securities Co Ltd acting as a co-manager. The sukuk was issued by Saudi Electricity Global Sukuk Company 3, an SPV incorporated in the Cayman Islands, and utilised an Ijara structure, a structure that was also successfully used in the international 30 year sukuk issuance by SEC in 2013 which was the world’s first international 30 year sukuk issuance. The sukuk was offered to investors in the US pursuant to Rule 144A of the US Securities Act of 1933, as amended. Partners Harj Rai, Nomaan Raja and Lene Malthasen led the transaction. Walkers, led by partner Daniel Wood, acted as Cayman Islands counsel to Saudi Electricity Company.

Majmudar & Partners has represented Hardinge Inc, a leading international provider of advanced metal-cutting solutions, in respect of its acquisition by way of a business transfer of the Forkardt workholding products division of ITW India Ltd. The transaction was part of Hardinge’s global acquisition of the Forkardt business of Illinois Tool Works Inc, a US-based publicly traded company, for US$34 million. The acquisition of the US, Swiss, German and Chinese Forkardt businesses by Hardinge was completed in 2013. The Indian leg of the transaction was completed in April 2014, since this part of the transaction involved the establishment of the India purchaser entity as a limited liability partnership, which required prior approval of the Foreign Exchange Promotion Board. Partners Akil Hirani and Christopher Krishnamoorthy led the transaction.

Majmudar & Partners has also represented Bikaji Foods International Ltd and its promoters, the Agarwal family, in respect of the acquisition of a 12.5 percent equity stake by Lighthouse Funds by way of a fresh issue of shares by Bikaji Foods. The amount of Lighthouse Funds’ investment was INR900 million (US$15m). Headquartered in Bikaner, Rajasthan, Bikaji Foods is a leading manufacturer of packaged Indian snack foods, trading mainly under the “Bikaji” brand. This transaction represents the first round of private equity investment in the company. Partners Akil Hirani and Christopher Krishnamoorthy also led the transaction.

Norton Rose Fulbright has advised China Development Bank Corporation in respect of a new strategic cooperation agreement with Barclays. The transaction follows a previous cooperation memorandum that was signed in 2007. The new agreement extends the banks’ cooperation to cover the international loan market and to Africa in particular, as well as covering investment banking and retail banking. The agreement is global and spans a range of services. Partner Wang Yi led the transaction.

Paul, Weiss has advised IMAX Corporation in respect of its US$80 million sale of a 20 percent stake in its Greater China business, IMAX China (Holding) Inc (IMAX China), to China Media Capital, China’s leading investment fund focused on media and entertainment, and FountainVest Partners, a leading China-focused private equity firm. The investment provides for the sale and issuance of 20 percent of the shares in IMAX China, with the intent of further strengthening IMAX’s competitive position in China. By introducing Chinese ownership into its China subsidiary, IMAX expects the transaction to lead to an eventual IPO of IMAX China. The key goals of the transaction include the continued expansion of IMAX’s theatre network in China, the sustained performance in the marketplace of IMAX’s Hollywood and Chinese titles, and the further strengthening of government and industry relationships within China. Partner Jeanette Chan led the transaction. Fried Frank, led by partners Douglas Freeman and Victor Chen, represented China Media Capital and FountainVest.

Shook Lin & Bok is acting for Tee Yih Jia Food Manufacturing Pte Ltd, a substantial shareholder of SGX-listed Etika International Holdings Ltd (Etika), in respect of the shareholders’ undertaking for the proposed sale of business assets by Etika to Asahi Group Holdings Southeast Asia Pte Ltd, the Singapore subsidiary of Japanese food and beverage company Asahi Group Holdings Ltd, for approximately US$328.8 million. Partners Wong Gang and Pearlyn Xie are advising on the transaction.

Stamford Law has advised in respect of the sale by SGX-listed Etika International Holdings Ltd of its dairies and packaging business and relevant IP to Asahi Group Holdings Southeast Asia Pte Ltd for a cash consideration of approximately US$328.8 million. The Etika Group is one of the world’s largest manufacturers and distributors of sweetened condensed milk and is a leading player in the regional food and beverage market. Asahi Group Holdings Southeast Asia is the Singapore subsidiary of Asahi Group Holdings Ltd which engages in alcoholic beverages, soft drinks and food business in Japan and internationally.

Stamford Law has also advised Cacola Furniture International Ltd in respect of a conditional sale and purchase agreement with Sharp Year Ventures Ltd pursuant to which Cacola, upon completion of a restructuring exercise, will acquire the entire equity interest of a company to be incorporated in the British Virgin Islands by the vendor. Prior to the completion of the proposed acquisition, the target will become the holding company of, inter alia, nine companies. Cacola will acquire the target for a maximum of RMB1.32 billion (US$212m), to be satisfied by RMB250 million (US$40.2m) in cash and RMB1.07 billion (US$172m) by an allotment and issuance of such number of new ordinary shares in the capital of Cacola, which shall represent exactly 70 percent of the enlarged share capital of Cacola. The proposed acquisition, if undertaken and completed, will result in a reverse take-over of the company as defined under Chapter 10 of the SGX-ST Listing Manual.

Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has advised Malakoff Corporation Berhad, Malaysia’s largest independent power producer, in respect of two agreements with Sime Darby Energy Sdn Bhd for the acquisition of Sime Darby Berhad’s Malaysian power business. Malakoff, through its wholly-owned subsidiary Hypergantic Sdn Bhd, will purchase 75 percent equity interest in Port Dickson Power Berhad (PDP) from Sime Darby Energy. Simultaneously, Malakoff Power Berhad, a wholly-owned subsidiary of Malakoff that is principally involved in the operations and maintenance of power plants, will also acquire the operations and maintenance business relating to PDP’s power plant by purchasing the entire issued and paid up share capital of Sime Darby Biofuels Sdn Bhd. PDP is a 440 MW gas-fired open cycle power plant located on a 67-acre site in Tanjung Gemuk, Port Dickson, Negeri Sembilan, and is a licensed IPP. The gas-fired power plant started commercial operations in 1995 and supplies electric power to Tenaga Nasional Berhad. Partner Munir Abdul Aziz led the transaction.

Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has also advised Telekom Malaysia Bhd (TM) in respect of its investment agreement with Green Packet Bhd and SK Telecom Co Ltd to collaborate on developing a next-generation Long-Term Evolution (LTE) infrastructure for converged communications services in Malaysia. Green Packet and SK Telecom currently have equity interest in Packet One Networks (Malaysia) Sdn Bhd (P1). TM will invest RM350 million (US$107.8m) into P1 via the subscription of new ordinary shares to make TM the majority shareholder with an estimated 57 percent stake, and RM210 million (US$64.67m) into Green Packet via newly issued redeemable exchangeable secured bonds. TM, Green Packet and SK Telecom will subscribe for the redeemable convertible unsecured bonds to be issued by P1 to raise up to RM1.65 billion (US$508m). Partner Munir Abdul Aziz also led the transaction whilst Clifford Chance acted as international counsel.

Deals – 10 April 2014

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Allen and Gledhill has advised Oversea-Chinese Banking Corporation Ltd as borrower in respect of the approximately HK$38.7 billion (US$4.99b) term loan facility arranged by Bank of America NA, The Hongkong and Shanghai Banking Corporation Ltd and JPMorgan Chase Bank NA to finance, inter alia, the pre-conditional voluntary offer for shares in Wing Hang Bank Ltd. Partner Lim Wei Ting led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd in respect of a S$500 million (US$399m) multicurrency debt issuance programme established by Vallianz Holdings Ltd. DBS was appointed arranger of the programme whilst DBS Trustee Ltd was appointed trustee for holders of the notes. Under the programme, Vallianz issued S$100 million (US$79.8m) fixed rate notes due 2016 with DBS as dealer for the notes. Partners Au Huey Ling, Ong Kangxin and Sunit Chhabra led the transaction.

Allens has acted for a syndicate of 20 lenders in respect of providing the A$22 billion (US$20.4b) needed for shopping centre group Westfield Group to complete its restructure and merge its Australian and New Zealand business with Westfield Retail Trust. The funding commitments include the biggest bridge facility in Australian corporate history – a A$14billion (US$12.97b) two-year bridge (with an option to extend a further 12 months) and A$8 billion (US$7.4b) two-to-six year bank facilities. Documents have been signed but closing is not scheduled until June 2014. Once completed, the Westfield Group and the Westfield Retail Trust Group will be restructured to establish two new groups – Westfield Corporation for international operations and Scentre Group for Australian and New Zealand operations. Partner Diccon Loxton led the transaction with input from the firm’s integrated alliance partner Linklaters via its offices in Singapore and New York. HWL Ebsworth acted for Westfield Group.

Allens has also advised GPT Wholesale Shopping Centre Fund (GWSCF) in respect of its A$496 million (US$462.6m) acquisition of a 50 percent interest in the Northland Shopping Centre from Canadian pension fund CPPIB. Northland Shopping Centre is a super-regional centre located near the Melbourne CBD. It comprises approximately 300 speciality stores and is anchored by Myer, Kmart, Target, Coles, Woolworths and a 15-screen Hoyts cinema complex. The acquisition was part of an arrangement under which GWSCF sister fund, GPT Wholesale Office Fund, will – subject to the non-exercise of pre-emptive rights – also acquire four Commonwealth Property Office Fund office towers with a value of approximately A$679 million (US$633.38m). The two transactions will potentially result in the GPT Group acquiring A$1.2 billion (US$1.12b) worth of assets, which is a very significant step towards meeting the GPT Group’s targets for funds under management. Partner Nicholas Cowie led the transaction. King & Wood Mallesons acted for CPPIB.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Power Finance Corporation Ltd in respect of the rupee-denominated secured term loan facilities made available to Renew Wind Energy (Welturi) Private Ltd to finance the construction, development, operation and maintenance of the 25.2 MW wind power project in Beed District of Maharashtra. Partner Jatin Aneja led the transaction which was valued at INR1.14 billion (US$18.95m) and closed on March 2014.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised a consortium of Indian banks, led by State Bank of India, in respect of the rupee-denominated secured term loan facilities made available to Experion Developers Private Ltd to finance the development, design, procurement and construction of two luxury group housing projects in Gurgaon, Haryana. Partner Jatin Aneja also led the transaction which was valued at approximately INR375 crores (US$62.36m) and closed on March 2014.

Appleby Hong Kong has advised the mandated lead arrangers and financial advisors, which included China Minsheng Banking Corp Ltd Hong Kong Branch, BNP Paribas Hong Kong Branch, Credit Suisse AG Singapore Branch, Deutsche Bank AG Singapore Branch, Goldman Sachs (Asia) LLC, Goldman Sachs Lending Partners LLC, ICBC International Finance Ltd and JPMorgan Chase Bank NA, in respect of the US$3 billion privatisation of the NYSE-listed Chinese online gaming company Giant Interactive Group Inc. The privatisation, by way of a merger in the Cayman Islands, will involve Giant Interactive merging with Giant Merger Ltd, which is acting as the buying vehicle and is controlled by a consortium consisting of Giant Interactive’s chairman Shi Yuzhu, Baring Private Equity and Hony Capital. The merger is expected to close in the second half of 2014. Partner Jeffrey Kirk led the transaction whilst Linklaters Hong Kong acted as onshore counsel.

Appleby has also acted as Cayman counsel for Times Property Holdings Ltd in respect of the issuance of 12.625 percent US$225 million senior notes due 2019. The notes were listed on the HKSE on 24 March 2014 and will bear interest from 21 March 2014 at 12.625 percent per annum, payable semi-annually in arrears on 21 March and 21 September of each year beginning 21 September 2014 and will mature on 21 March 2019. The proceeds will be used to refinance existing indebtedness and finance existing and new property development projects, among others. 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.

AZB & Partners has advised CDC Group plc in respect of its acquisition of about 13.5 million equity shares of The Ratnakar Bank Ltd. Partner Ashwin Ramanathan led the transaction which was valued at approximately US$29 million and was completed on 27 March 2014.

Clayton Utz is acting for Macquarie Capital as sole lead manager and underwriter in respect of aged care group Japara Healthcare’s proposed A$450 million (US$416.8m) plus IPO, announced to the market on 4 April 2014. The Japara group owns and operates aged care facilities and retirement complexes for Australian residents. Under the proposed offer, Japara Healthcare plans to raise up to A$450.4 million (US$417.18m) through the issue of up to 225.2 million shares at an indicative price of A$2.00 (US$1.85) each, valuing the company at approximately A$525 million (US$490.6m). Partner Brendan Groves is leading the transaction which is considered as the largest in the Australian market so far this year.

Davis Polk has advised Shanda Media Group Ltd in respect of its sale to Xu Xudong of an approximately 41 percent stake in Nasdaq-listed Ku6 Media Co Ltd, a leading internet video company in China. The purchase price of approximately US$47 million was based on the trading price of Ku6 Media’s ADSs prior to closing. The purchase was funded through a loan given by Shanda Media to Xu and secured by a share pledge over the shares held by Xu Xudong in Ku6 Media. Shanda Media is an affiliate of Shanda Interactive Entertainment Ltd, which offers a broad variety of content through its subsidiaries and affiliates. Xu is the founder and controlling shareholder of Sky Profit Ltd, which operates iSpeak, a social platform that allows users to engage in real-time online group activities through voice, text and video. Partner Miranda So led the transaction.

Deacons is advising Vanke Property (Hong Kong) Company Ltd, a wholly-owned subsidiary of Shenzhen Stock Exchange-listed China Vanke Co Ltd, in respect of its acquisition of the entire interest in a company which owns a land site in Wanchai, Hong Kong from HKSE-listed Soundwill Holdings Ltd. Vanke Property has also agreed to acquire from Soundwill the general building plans and related copyright for the proposed redevelopment of the land site. The sale and purchase agreements were signed on 31 March 2014. Completion is expected to take place on 28 April 2014. Partners Eugina Chan and Lilian Chiang are leading the transaction which was valued at approximately US$110.9 million.

Deacons is also advising China XLX Fertiliser Ltd as to Hong Kong law in respect of its proposed voluntary delisting from the SGX-ST and proposed conditional cash exit offer by Pioneer Top Holdings Ltd to acquire all the issued ordinary shares in China XLX’s capital, other than those already owned, controlled or agreed to be acquired by Pioneer Top and its concert parties. Partner Rhoda Yung is leading the transaction which was valued at approximately US$83.7 million and is yet to be completed.

Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR2 billion (US$33.3m) financial assistance to Reliance Infrastructure Ltd for augmenting and strengthening the Mumbai transmission project. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd (IIFCL), wholly-owned by the Government of India, and the lead managers in respect of the various tranches of public issue of tax free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961 aggregating up to the shelf limit of INR70.37 billion (US$1.17b) in FY 2013-14. The funds were raised by IIFCL in three tranches, with the last tranche having base issue size of INR7.5 billion (US$124.85m) with an option to retain over-subscription up to INR28.24 billion (US$470b). The third tranche was closed for subscription on 18 March 2014. SBI Capital Markets Ltd, Axis Capital Ltd, AK Capital Services Ltd, ICIC Securities Ltd, Karvy Investor Services Ltd and RR Investors Capital Services Private Ltd acted as lead managers. Partner Girish Rawat also led the transaction.

DLA Piper has advised TowerJazz Japan Ltd in respect of the completion of a joint venture with Panasonic Corporation. The JV has received Panasonic’s semiconductor manufacturing processes at its three factories in Hokuriku, Japan, which will be delivered by TowerJazz for a period of five years. TowerJazz holds 51 percent whilst Panasonic holds 49 percent of the JV. In consideration for its 51 percent equity stake in the JV, TowerJazz issued 870,454 ordinary shares worth approximately US$7.5 million to Panasonic. As a result of holding these shares, Panasonic becomes a minority shareholder with approximately 1.8 percent of TowerJazz ordinary shares. TowerJazz will continue Panasonic’s production of semiconductors as a subcontractor for Panasonic, whilst also being able to offer its own customers state-of-the-art digital technology at an increased capacity and growing their revenue by approximately US$400 million per annum. The JV will allow Panasonic to leverage TowerJazz’s business to capture out-of-group sales. Partner Hajime Iwaki led the transaction. Yigal Arnon, led by partners David Schapiro and Eliran Furman, also advised on the deal.

Gide has advised Limagrain in respect of its acquisition of Seed Asia International Ltd, a Hong Kong company with two wholly-owned subsidiaries in Thailand and Cambodia. The transaction gives Limagrain access to the high growth potential area of South East Asia and proprietary genetic resources of high quality tropical corn which is well-suited to other zones (Brazil, Southern China and Africa) where Limagrain operates. Partner Gilles Cardonnel led the transaction in coordination with Chandler Thong Ek in Thailand and Bun & Associates in Cambodia.

Han Kun has acted as PRC counsel to Tarena International Inc, a leading provider of professional education services in China, in respect of its IPO of 15.3 million American Depositary Shares (ADSs) at US$9.00 per ADS, for a total offering size of US$137.7 million, assuming the underwriters do not exercise their option to purchase additional ADSs. Each ADS represents one Class A ordinary share of the company. Of the 15.3 million ADSs being offered, 11.5 million ADSs are offered by Tarena and 3.8 million are being offered by the selling shareholders. One of the selling shareholders has granted the underwriters an over-allotment option to purchase up to approximately 2.3 million additional ADSs at the IPO price within 30 days from the date of final prospectus. Goldman Sachs (Asia) LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners, Jefferies LLC acted as the lead manager, and Oppenheimer & Co Inc acted as the co-manager for the offering.

IndusLaw has advised Arvind Brands and Retail Ltd in respect of its INR100 crores (US$16.6m) acquisition of 49 percent stake in Premium Garments Wholesale Trading Private Ltd, a joint venture that sells fashion brand Calvin Klein in India. Arvind bought out stakes jointly held by the Murjani Group and the US-based private equity fund Matrix Partners in the company. Arvind will now be the Indian partner for US-based Phillips-Van Heusen Corporation, which globally owns Calvin Klein trademarks, for selling Calvin Klein jeans, apparel and accessories and underwear products in the country. Partner Suneeth Katarki led the transaction which closed on March 2014. JSA Mumbai also advised on the deal.

J Sagar Associates has acted as the sole Indian counsel for Export-Import Bank of India in respect of the issuance of US$500 million 3.875 percent notes due 2019 under its US$6 billion medium term note programme. The notes were issued under Regulation S of the US Securities Act of 1933. Citigroup Global Markets Ltd London, JP Morgan Securities plc London and Standard Chartered Bank Singapore were the managers of the issue. Partners Dina Wadia and Uttara Kolhatkar led the transaction whilst Allen & Overy was the sole international counsel.

Khaitan & Co has advised Meidensha Corporation Japan in respect of its joint venture with Prime Electric through acquisition of a 23 percent minority stake in Prime Electric. Founded in 1897 in Japan, Meidensha manufactures and sells capital goods, including generators, substation equipment, electronic equipment, and information equipment in Japan and internationally. Partner Rabindra Jhunjhunwala led the transaction, with assistance from partners Anand Mehta and Abhishek Sharma.

Khaitan & Co has also advised Orient Cement Ltd in respect of the approximately US$200 million rupee loan facilities from a syndicate of lenders led by State Bank of India to finance the development of a 3 MTPA greenfield integrated cement plant along with a 45 MW captive power plant at Gulbarga, Karnataka. A CK Birla Group company, Orient Cement Ltd is an independent public limited company operating in the cements sector. Partners Shishir Mehta and Kumar Saurabh Singh led the transaction.

Luthra & Luthra has acted as Indian counsel to Sterling Biotech Ltd in respect of its exchange offering of foreign currency convertible bonds valued at approximately US$206.5 million. The transaction involved the refinancing of the bonds on which Sterling defaulted in 2012 and which was subject to ongoing legal dispute with the bondholders. Partner Manan Lahoty led the transaction. O’Melveny & Myers Singapore and Jones Day Singapore also advised on the deal.

Maples and Calder has acted as Cayman Islands counsel to CVC Capital in respect of its acquisition of a controlling stake in Da Niang Dumpling Holdings Ltd, a leading Chinese cuisine quick-service restaurant operator in China with a network of over 440 outlets in 19 provinces across the PRC, from the founder Wu Guoqiang, who will remain as a shareholder. Partner Greg Knowles led the transaction whilst Clifford Chance and Jun He acted as international and PRC counsel, respectively.

Minter Ellison has acted as specialist Australian tax adviser to European private equity firm Permira in respect of the US $1.1 billion sale by funds managed by Permira of Renaissance Learning to private equity firm Hellman & Friedman. Permira has a long track record of successfully investing in technology and digital media companies around the world. Renaissance Learning is a world leader in cloud-based assessment, teaching and learning solutions with customers in over one-third of US schools and more than 60 countries worldwide. Hellman & Friedman is a leading private equity investment firm with offices in San Francisco, New York and London. Partner David Pratley led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US advisors. Simpson Thacher & Bartlett acted as Hellman & Friedman’s US advisors whilst King & Wood Mallesons acted as Australian advisors.

Paul Hastings has represented Optics Valley Union Company Ltd in respect of its US$107 million global offering and IPO on the HKSE. BNP Paribas, China Merchants Securities, Haitong International, GF Securities, Changjiang Securities, CCB International and ABCI Securities were the underwriters of the offering. Optics Valley Union is primarily engaged in the development and operation of large- scale business parks with distinctive industry themes in China. Partners Raymond Li and Catherine Tsang led the transaction.

Rodyk & Davidson is acting for KSH Holdings Ltd, Lian Beng Group Ltd and Heeton Holdings Ltd in respect of their joint venture investment in Cambodia, which has plans to redevelop the Imperial Garden Villa & Hotel on the 15,882 sq m plot of land at Khan Daun Penh, Phnom Penh. The Singapore JV partners’ vehicle, Imperial South East Asia Investment Pte Ltd, has signed a JV agreement with Cambodian national Lok Oknha Sear Rithy to set up a real estate development company in Cambodia. The purchase consideration for the land and hotel was US$64 million. Partner Valerie Ong, supported by partners Justin Tan and Au Yong Hung Mun, led the transaction.

Rodyk & Davidson has also acted for HSBC Institutional Trust Services (Singapore) Ltd, as the trustee of CapitaMall Trust (CMT) and the issuer, in respect of the S$350 million (US$277.6m) offering of 3.08 percent retail bonds due 2021 pursuant to CMT’s S$2.5 billion (US$1.98b) retail bond programme, both to institutional investors and to the general public. Partner Nicholas Chong led the transaction.

Shook Lin & Bok has acted as Singapore counsel for Spanish travel technology company Amadeus IT Holding SA in respect of its US$500 million acquisition of US technology group NMTI Holdings Inc and its affiliate group Newmarket International, a cloud-based technology solutions provider for the hotel market. Partner Ho Ying Ming led the transaction.

Shook Lin & Bok is also acting for SGX-listed XinRen Aluminum Holdings Ltd, a leading aluminum producer in China, in respect of the RMB3.15 billion (US$508.4m) acquisition, following the completion of the purchase of the initial stake, of an additional 30 percent stake in China Leading International Group Ltd. Partners Wong Gang and Tan Wei Shyan are leading the transaction.

Slaughter and May Hong Kong is advising Oversea-Chinese Banking Corporation Ltd, the second largest financial services group in Southeast Asia by assets, in respect of its pre-conditional voluntary general cash offer through its-wholly owned subsidiary, OCBC Pearl Ltd, to acquire the entire issued share capital of Wing Hang Bank Ltd. The offer, which was announced on 1 April 2014, is for a total estimated value of HK$38.43 billion (US$4.96b). The deal will allow OCBC to add Wing Hang’s network of over 70 branches in Hong Kong, Macau and mainland China. The transaction, subject to approvals from Hong Kong and Singapore regulators, is expected to close before 30 June 2014. Partners Neil Hyman and Clara Choi are leading the transaction whilst Maples and Calder, led by partner Greg Knowles, is acting as Cayman Islands counsel. Freshfields, led by partners Robert Ashworth and Edward Freeman, is advising Wing Hang Bank.

Tay & Partners has acted for Amcorp Properties Berhad in respect of the disposal of its 20 percent stake in Kesas Holdings Bhd, a highway concession company, to Gamuda Berhad for a total cash consideration of RM280 million (US$85.66m). Partners Chang Hong Yun, Tay Beng Chai and Teo Wai Sum led the transaction.

Watson, Farley & Williams has advised the joint venture involving M3nergy and PT Transamudra as sponsors in respect of a US$182 million term facility and an approximately US$38.4 million guarantee facility. The funds will finance the floating production, storage and offloading facility named “FPSO Ratu Nusantara” which is scheduled for operation by Petronas Carigali in the ‘Bukit Tua’ oil and gas field in the Ketapang block, offshore Madura Island, East Java, Indonesia. M3nergy is an emerging exploration and production company headquartered in Malaysia and owned by Sabah Development Bank. PT Transamudra is an owner and operator of vessels in the offshore oil and gas sector headquartered in Indonesia. The loan facilities were provided to PT M3 Ketapang Sejahtera, a JV owned by the sponsors and by a syndicate of lenders consisting of CIMB Bank Berhad Labuan Offshore Branch, Export- Import Bank of Malaysia Berhad, Industrial and Commercial Bank of China (Malaysia) Berhad, National Bank of Abu Dhabi Malaysia Berhad, Natixis Singapore Branch, Oversea-Chinese Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation (SMBC). SMBC acted as coordinating bank for the lenders as well as facility agent and security agent. Partner Andrew Nimmo led the transaction.

Weil, Gotshal & Manges is acting as US adviser to Baring Private Equity Asia in respect of a definitive agreement and plan of merger by Noah Education Holdings Ltd, a leading provider of education services in China, with Rainbow Education Holding Ltd (RE Holding) and its wholly-owned subsidiary Rainbow Education Merger Sub Holding Ltd (RE Sub Holding), pursuant to which RE Holding will acquire Noah for US$2.85 per ordinary share or US$2.85 per American Depositary Share (each representing one ordinary share ) of the company. The consideration to be paid to holders of ordinary shares and ADSs implies a company value of approximately US$107.4 million on a fully diluted basis. Upon completion of the transaction, RE Holding will be beneficially owned by a consortium comprised of MSPEA Education Holding Ltd, along with some existing company shareholders, including Baring’s affiliate, Baring Asia II Holdings (22) Ltd. The consortium beneficially owns approximately 68 percent of the outstanding ordinary shares of the company, including ordinary shares represented by ADSs. The merger, which is expected to close on the second or third quarter of 2014, is subject to customary closing conditions, as well as company shareholders’ approval. Partner Akiko Mikumo is leading the transaction. Latham & Watkins is serving as US advisor and Maples and Calder as Cayman Islands advisor to the Special Committee of Noah’s Board of Directors. Skadden, Arps, Slate, Meagher & Flom is serving as US advisor whilst Conyers Dill & Pearman and Zhong Lun Law Firm are serving as Cayman Islands and PRC advisors to the consortium.

Weil, Gotshal & Manges has also represented DomusVI, a leading French company in the retirement/nursing home business, in respect of its joint venture with Hanfor Holdings, a Chinese real estate investment company, for the development of retirement/nursing homes in China. Partner Li Li led the transaction.

WongPartnership has acted for DBS Bank Ltd as the sole lead manager in respect of the issue by Singapore Airlines Ltd of S$500 million (US$399m) notes under its recently updated and upsized S$2 billion (US$1.6b) multi-currency MTN programme. Partner Hui Coon Yuen led the transaction.

WongPartnership has also advised Samsung Fine Chemicals Co Ltd and Samsung Electronics Co Ltd in respect of their investments in the IPO of SunEdison Semiconductor Ltd through private placements. Partners Andrew Ang and Lim Hon Yi led the transaction.

Yoon & Yang has represented SK Innovation, one of the world’s leading makers of lithium-ion battery separators, in respect of an infringement action brought by its competitor, LG Chem, over LG Chem’s patent for ceramic-coated separators which are of special importance in enhancing the safety of large-capacity lithium-ion batteries. SK Innovation’s first victory against LG Chem came on 9 August 2012 when the Korea Intellectual Property Tribunal (KIPT) declared the LG Patent invalid for lack of novelty. The Patent Court upheld KIPT’s determination and dismissed LG Chem’s appeal on 11 April 2013. On 21 February 2014, the Seoul Central District Court ruled that SK Innovation’s lithium-ion batteries did not infringe on the LG Patent. Partner Wonil Kim led the transaction.

Deals – 3 April 2014

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Allen & Gledhill has advised Housing and Development Board (HDB) in respect of the issue of S$750 million (US$595m) fixed rate notes under its S$22 billion (US$17.5b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint lead managers and book-runners in respect of the establishment of a S$800 million (US$634.8m) multicurrency medium term note programme by Singapore Management University (SMU). Under the programme, SMU issued S$100 million (US$79.34m) 3.155 percent notes due 2024. Partners Au Huey Ling, Ong Kangxin and Sunit Chhabra led the transaction.

Allens has acted for Australian wave energy technology developer Carnegie Wave Energy Ltd in respect of a A$20 million (US$18.5m) loan facility with Clean Energy Finance Corporation. The five-year loan facility will be used by Carnegie Wave Energy to support the development of its CETO 6 project. The project, which began in 2013 and is in the design stage, aims to convert ocean swells into renewable power. It is designed to have at least double the power capacity of the CETO 5 project off the Western Australian coast. The site for the CETO 6 project has yet to be announced. Partner Ben Farnsworth led the transaction. Herbert Smith Freehills acted for Clean Energy Finance Corporation.

Amarchand & Mangaldas & Suresh A. Shroff Co is advising Jabil Circuit Inc in respect of the India leg of the global transaction, by virtue of which iQor Holdings Inc acquired the business of Jabil’s Indian subsidiary. The acquisition creates the first global company with the capability to address a US$40 billion market at the intersection of customer relationship management and product support solutions. Partner Pooja Mahajan is leading the transaction which is valued at US$725 million and is yet to be completed. Kirkland & Ellis is representing iQor.

Appleby has acted as Bermuda counsel to the Asia Broadcast Satellite (ABS) group of companies in respect of its approximately US$470 million secured loan financing from the Export-Import Bank of the United States (Ex-Im Bank). The loan financing will settle existing financings and also aid the building, launch and operation of several satellites from Space Systems/ Loral Inc and Boeing Satellite Systems International, respectively. The launch and technical support for the Boeing satellites will be provided by Space Exploration Technologies (SpaceX). For global satellite operator ABS, the facility from Ex-Im Bank will assist in upgrading and expanding its existing fleet of satellites, which at present covers 80 percent of the world’s population. Ex-Im Bank provides a variety of financing mechanisms to help foreign buyers purchase US goods and services. Partner Jeffrey Kirk led the transaction whilst Milbank, Tweed, Hadley & McCloy in Washington DC acted as onshore counsel.

Appleby has also acted as Cayman counsel to Optics Valley Union Holding Company Ltd in respect of its listing on the HKSE on 28 March 2014, with proceeds of approximately HK$872 million (US$112.4m). Optics Valley will use the proceeds to finance the payment of land premiums and construction costs for its ongoing and future projects and for paying land premiums for business park projects focusing on the creative industry, working capital and other general corporate purposes. Partner Judy Lee led the transaction whilst Paul Hastings advised as to Hong Kong law and Jingtian & Gongcheng advised as to PRC law. Morrison & Foerster and Commerce & Finance Law Offices advised the underwriters as to Hong Kong and PRC laws, respectively.

AZB & Partners has advised Analjit Singh and his group companies in respect of the sale of 51 percent of his holding companies, which indirectly held equity interests in Vodafone India Ltd, to CGP India Investments Ltd, a group company of Vodafone. Partners Ajay Bahl and Anil Kasturi led the transaction which was valued at approximately US$205 million and was completed on 24 March 2014.

AZB & Partners has also advised Trent Ltd and Trent Hypermarket Ltd in respect of the acquisition by Tesco Overseas Investment Ltd, a wholly-owned subsidiary of Tesco Plc, of 50 percent equity shares of Trent Hypermarket Ltd for approximately US$140 million. Partner Kalpana Merchant led the transaction which was signed on 21 March 2014 and is yet to be completed.

Clifford Chance has advised Maxis Communications Berhad in respect of the divestment of its 14.9 percent share in PT Axis Telekom Indonesia (AXIS) to Saudi Telecom Company (STC). The divestment dovetailed the acquisition by PT XL Axiata Tbk (Axiata) of a majority stake of Axis from STC. The acquisition by Axiata has a 100 percent enterprise value of US$865 million on a cash-free and debt-free basis. Axiata is one of Indonesia’s leading telecommunications provider with over 65 million subscribers. Partner Lee Taylor led the transaction.

Clifford Chance has also advised in respect of the establishment by Beijing Capital Land Ltd and its subsidiaries, Central Plaza Development Ltd and International Financial Center Property Ltd, of a US$1 billion medium term note programme for Central Plaza Development Ltd and guaranteed by International Financial Center Property Ltd or Beijing Capital Land Ltd, and in the issue by Central Plaza Development Ltd of RMB2 billion (US$322.3m) 5.75 percent guaranteed notes due 2017 and RMB250 million (US$40.3m) 6.875 percent guaranteed notes due 2019, both guaranteed by International Financial Center Property Ltd. Partner Connie Heng led the transaction.

Conyers has advised Abu Dhabi Capital Management (ADCM) in respect of the formation and legal documentation relating to a Cayman-domiciled real estate acquisition vehicle which acquired 1 Palace Street, a Grade II listed former hotel building located close to Buckingham Gate in London. The building comprises 245,000 square feet of development space which will produce 78 luxury apartments, a restaurant and health centre with unrivalled views of Buckingham Palace. ADCM was established in Abu Dhabi as an alternative investment firm seeking opportunistic investments across various sectors and regions. Fawaz Elmalki led the transaction.

Davis Polk has advised BOCI Asia Ltd, Citigroup Global Markets Ltd, Haitong International Securities Company Ltd and The Hongkong and Shanghai Banking Corporation Ltd as initial purchasers in respect of a US$225 million Regulation S only offering by HKSE-listed Times Property Holdings Ltd of its 12.625 percent senior notes due 2019. Headquartered in Guangzhou, Times Property Holdings is one of the leading property developers in Guangdong focusing on the development of mid-market to high-end residential properties. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. 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 laws.

Davis Polk has also advised Citigroup Global Markets Inc, Deutsche Bank Securities Inc and Morgan Stanley & Co International plc as the initial purchasers in respect of a Rule 144A/Regulation S offering by Nasdaq-listed YY Inc of US$400 million 2.25 percent convertible senior notes due 2019. The initial purchasers have an option to purchase an additional US$60 million of notes. YY is a leading Chinese communication social platform that engages users in real-time online group activities through voice, video and text on PCs and mobile devices. Partner James C Lin, with partners John M Brandow, Mark M Mendez, and Po Sit, led the transaction whilst Zhong Lun Law Firm advised as to PRC law. YY was advised by Skadden, Arps, Slate, Meagher & Flom as to US and Hong Kong laws, Fangda Partners as to PRC law, and Conyers Dill & Pearman as to Cayman Islands and British Virgin Islands laws.

Dentons has advised the sellers in respect of the sale of a 20 percent shareholding in Magic Feature Inc to HKSE-listed Forgame Holdings Ltd for US$70 million. Magic Feature and its subsidiaries are engaged in developing and publishing mobile games. One of its key games is “Tower of Saviors” which has a substantial number of users and high download rates. Forgame Holdings is a leading developer and publisher of web games in China and is further expanding into the mobile games market. Partner Gordon Ng led the transaction.

ELP has advised Indian-listed Southern Petrochemicals Industries Corporation Ltd in respect of its exit from SPEL Semiconductor Ltd in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 by way of sale to Natronix Semiconductor Technology Private Ltd, a company incorporated in Singapore. The transaction was consummated pursuant to an exemption granted by SEBI in terms of Regulation 11 of SEBI Regulations 2011, without the acquirer triggering an open offer. Yogesh Chande and Vinayak Burman led the transaction which was valued at approximately INR196 million (US$3.3m) and was completed on 25 March 2014.

Gide has advised KME Group, a leading pan-European industrial group in the copper processing industry, in respect of the establishment of a joint venture with Golden Dragon Precise Copper Tube Group Inc, a leading Chinese operator in the copper industry. As well as KME contributing its German plant in Stolberg to the JV, the new company projects the construction of a new production plant in Xinxiang, Henan, China, costing approximately US$100 million, with production expected to commence during 2014. The JV is to become the key global player in the connector segment, as it will be the only company with fully integrated manufacturing operations in China, able to supply all major markets worldwide. Partners Antoine de la Gatinais and Fan Jiannian led the transaction.

Han Kun has advised Nord Anglia Education Inc in respect of its IPO at the NYSE. Credit Suisse, Goldman Sachs and JP Morgan were lead underwriters to the offering. Nord Anglia is a leading global operator of premium private schools in China, Thailand, UAE, Switzerland and Central Europe. Partner Joyce Li led the transaction.

IndusLaw has advised Mumbai-based Waterfield Advisors Private Ltd, an advisory firm for family-owned businesses and trusts, in respect of RAAY Global Investments Private Ltd and Arihant Patni’s investments into the company. The funds raised will be deployed to strengthen the advisory firm’s family office services portfolio and expand its business. Nishit Desai and Associates also advised on the transaction which closed on March 2014.

IndusLaw has also advised Bluestone Jewellery and Lifestyle Private Ltd, Accel Partners and Saama Capital in respect of Accel and Saama’s investments in the company. Bluestone, an online jewellery store run by Bangalore-based Jewels Online Distribution India Pvt Ltd, has secured US$10 million led by Kalaari Capital while the existing investors Accel and Saama also participated. K Law also advised on the transaction which was completed on March 2014.

J Sagar Associates has advised FW Sports Investment Fund LP (FSIF), a Mauritius-based private equity fund, in respect of the acquisition of a significant minority stake in Chennai-based Technology Frontiers India Private Ltd (Techfront). FSIF’s investment is part of a second round of funding in Techfront, after Avigo PE Investments Ltd’s investment in 2010. This is the first major investment by FSIF, Asia’s first of its kind private equity fund in the sports and sports ancillary sector. Techfront, promoted by M S Muralidharan, is a leading global provider of in-stadia activation solutions for the sports, media and entertainment industries. Partners Dina Wadia and Jay Gandhi led the transaction whilst Ernst and Young India acted as the buy-side advisor. Lincoln International acted as the sell-side advisor whilst Amarchand & Mangaldas & Suresh A Shroff & Co acted for Techfront.

J Sagar Associates has also advised Indian Renewable Energy Development Agency Ltd in respect of the public issue of tax-free bonds with face value of INR1,000 (US$16.77) each in secured, redeemable, non-convertible debentures having tax benefits under section 10(15)(iv)(h) of the Income Tax Act 1961 aggregating up to INR7.21 billion (US$120.8m) in fiscal year 2014. The lead managers to the issue were Karvy Investor Services Ltd, A K Capital Services Ltd and RR Investors Capital Services Private Ltd. Partners Dina Wadia and Kaushik Mukherjee led the transaction.

Jones Day has advised Sterling Biotech Ltd in respect of a US$205 million exchange offer of convertible bonds due 2019 that completed on 24 March 2014. Partner Manoj Bhargava led the transaction whilst Luthra & Luthra, led by partner Manan Lahoty, acted as Indian counsel. Madison Pacific, as the trustee and agents, was advised by O’Melveny & Myers.

Jones Day has also advised JP Morgan India, Citigroup India and JM Financial in respect of the US$905 million block trade by the Specified Undertaking of the Unit Trust of India of equity shares of Axis Bank. The transaction was the largest block trade for an Indian company in 2014 and one of the largest block trades for an Indian company to date. Partner Manoj Bhargava led the transaction which was completed on 25 March 2014 whilst Amarchand Mangaldas & Suresh A Shroff & Co, led by partners Yash Ashar and Abhimanyu Bhattacharya, acted as Indian counsel.

Khaitan & Co has advised MasterCard International Inc in respect of the India leg of the acquisition of C-Sam Inc and its subsidiaries, including entities in India. MasterCard International Inc USA is a technology company in the global payments industry operating the world’s fastest payments processing network, connecting consumers, financial institutions, merchants, governments and businesses in more than 210 countries and territories. Partner Abhilekh Verma led the transaction.

Khaitan & Co has also advised TAQA India Power Ventures Private Ltd (TIPVPL), a wholly-owned subsidiary of Abu Dhabi National Energy Company PJSC Abu Dhabi (TAQA), in respect of the shareholders’ agreement entered into with Indo-Infra Inc (Canada), India Infrastructure Fund II (an IDFC fund) and the Karcham-Wangtoo Project SPV with regard to the 1,091 MW Karcham–Wangtoo hydroelectric power plant and the 300 MW Baspa II hydroelectric power plant. TIPVPL is the lead member of the consortium with Indo-Infra Inc (Canada), a subsidiary of Public Sector Pension Investment Board (Canada), and India Infrastructure Fund II. TIPVPL is a wholly-owned subsidiary of TAQA. TAQA, a listed company in Abu Dhabi, is active across the entire energy value chain. Partner Amitabh Sharma led the transaction.

Latham & Watkins has advised Bank of America Merrill Lynch as underwriter in respect of Wynn Macau Ltd’s follow-on offering of US$750 million aggregate principal amount of 5.25 percent senior notes due 2021. Wynn Macau had issued US$600 million aggregate principal amount of 5.25 percent senior notes due 2021 on 16 October 2013. Partners Allen Wang and Sam Weiner led the transaction. The firm also advised on Wynn Macau’s initial high yield offering in October.

Luthra & Luthra has advised Solvay SA and ICICI Securities as lead manager in respect of Solvay’s delisting offer to shareholders of Rhodia Specialty Chemicals India Ltd, a Solvay group entity listed on the BSE. Solvay is a leading international chemicals group serving diversified markets worldwide with products ranging from consumer goods to energy. Solvay had recently launched the delisting offer, inviting the public shareholders of Rhodia to tender their equity shares. Post closure of the offer period, the discovered offer price has been accepted by Solvay and the offer has been declared a success in terms of the applicable regulations. Partner Manan Lahoty led the transaction.

Luthra & Luthra has also acted as Indian counsel to the Government of India in respect of the creation and launch of a central public sector enterprise (CPSE) exchange traded fund (ETF), comprising shares of listed CPSE with a deal size of approximately INR3,000 crore (US$503m). The CPSE ETF is the first product of its kind to be introduced in the Indian market, and has been initiated by the Government of India as part of its disinvestment programme. The transaction involved creation of a new mutual fund scheme by Goldman Sachs Asset Management, sale of CPSEs shares by the Government of India, and creation of a new index (CPSE Index). Further, the transaction introduces new concepts in Indian mutual fund industry such as tap mechanism, anchor investor portion and loyalty bonus to the retail investors. Since the mutual fund regulations in India do not contemplate structuring the offerings in the aforesaid manner, many concepts for this mutual fund offering (such as the anchor investor participation, and maximum retail bidding) were borrowed for the first time from the regulations governing equity offerings, and discussed in detail with SEBI for dispensation. Partners Mohit Saraf and Manan Lahoty led the transaction whilst Perkins Coie, led by partner Indrajit Bobby Majumderm, was the international counsel.

Maples and Calder has acted as Cayman Islands counsel to Mizuho Financial Group Inc, one of Japan’s largest banking groups, in respect of an offering of US$1.5 billion 4.6 percent subordinated notes due 2024 to be issued by Mizuho Financial Group (Cayman) 3 Ltd, a wholly-owned finance subsidiary of Mizuho Financial Group. The notes, which will be listed on the SGX-ST, constitute unsecured obligations of the issuer, and are fully and unconditionally guaranteed on a subordinated basis by Mizuho Financial Group. The issuer will use the proceeds of the notes to extend a subordinated loan to Mizuho’s banking subsidiary, Mizuho Bank Ltd, for which the loan will qualify as Tier 2 capital. Mizuho Securities, BofA Merrill Lynch, Goldman, Sachs & Co and JP Morgan were the joint lead managers and joint book-runners for the offering. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel and Nagashima Ohno & Tsunematsu acted as Japanese counsel. Linklaters advised the initial purchasers.

Quinn Emanuel Urquhart & Sullivan has represented Baidu, the most popular Internet search service in China, in respect of securing a major decision in the United States District Court for the Southern District of New York. Judge Jesse M Furman held that the First Amendment protects the rights of Baidu to choose the order and content of its search results without fear of sanction or liability. Plaintiffs claimed that Baidu violated various US civil rights laws by supposedly preventing its search engine from returning results that link to plaintiffs’ political writings. The Court protected Baidu’s — and therefore other search engines’ — rights to “exercise editorial control” over the order and content of the search results they return, and explained that there “is a strong argument to be made that the First Amendment fully immunizes search-engine results from most, if not all, kinds of civil liability and government regulation.” Partner Carey Ramos led the transaction.

Rajah & Tann has advised DBS Trustee Ltd, as trustee of Mapletree Industrial Trust (MIT), and Mapletree Industrial Trust Management Ltd, as manager of MIT, in respect of a S$250 million (US$198.4m) build-to-suit development which will include facilities for manufacturing and product development as well as an office for MIT’s client, a global technology solutions provider. This project will be MIT’s largest built-to-suit development to-date. Partner Yap Chew Fern led the transaction which was completed on 20 March 2014. Allen & Gledhill also advised on the deal.

Rajah & Tann is also acting as Singapore counsel for Pioneer Top Holdings Ltd and Liu Xingxu, the controlling shareholder of China XLX Fertiliser Ltd, in respect of the proposed conditional cash exit offer by CITIC Securities Corporate Finance (HK) Ltd and CLSA Singapore Pte Ltd, for and on behalf of Pioneer Top Holdings, to acquire all the issued ordinary shares in SGX-ST and HKSE-listed China XLX Fertiliser Ltd, other than those already owned, controlled or agreed to be acquired by Pioneer Top Holdings and parties acting in concert with it, in connection with the proposed voluntary delisting of China XLX Fertiliser from the SGX-ST, whilst retaining its listing on the HKSE. Based on the offer price of S$0.40 (US$0.32) per share, the group is valued at approximately S$470 million (US$373m). The group is mainly engaged in the production and sale of urea, compound fertiliser and methanol in the PRC. Partners Chia Kim Huat and Danny Lim are leading the transaction which is yet to be completed whilst Freshfields Bruckhaus Deringer is acting as Hong Kong counsel.

Shook Lin & Bok has acted as Singapore counsel for Amadeus IT Holding SA, a Spanish travel technology company, in respect of its acquisition of US technology group NMTI Holdings Inc and its affiliate group Newmarket International, a cloud-based technology solutions provider for the hotel market, for US$500 million. Partner Ho Ying Ming led the transaction.

Shook Lin & Bok has also acted for Malayan Banking Berhad in respect of the financing of the voluntary general offer by Hiap Hoe Ltd for shares of SuperBowl Holdings Ltd not currently owned by it, for a purchase consideration of up to S$178.4 million (US$141.6m). The deal involved the acquisition by a listed property developer of an affiliated listed property developer as part of a complex corporate restructuring exercise. Partners Liew Kai Zee and Prakash Raja Segaran led the transaction.

Sidley Austin has represented A123 Systems LLC in respect of the sale of its A123 Energy Solutions business unit from China’s Wanxiang to NEC Corporation of Japan for approximately US$100 million. A123’s existing cell manufacturing and sales, research and development, and automotive operations will remain the company’s core focus. A123 Systems, a wholly-owned subsidiary of Wanxiang Group, is a developer and manufacturer of advanced lithium-ion batteries and systems. A123 Energy Solutions has supplied some of the leading utility companies and independent power producers around the world. Partners John Box, Glenn Nash and Zhengyu Tang led the transaction.

Slaughter and May London and Hong Kong has advised PT Borneo Lumbung Energi & Metal Tbk (Borneo), the Indonesian-listed coking coal producer, in respect of the separation of Asia Resource Minerals Plc (ARMS, formerly Bumi plc) from the Bakrie Group. The separation, which completed on 25 March 2014, involved the unwinding of Borneo and the Bakrie Group’s joint venture arrangements; the acquisition by Ravenwood Acquisition Company Ltd (a company owned by Samin Tan, the majority shareholder of Borneo) of the Bakrie Group’s entire shareholding in ARMS for US$223 million; the acquisition by the Bakrie Group of a 29.2 percent shareholding in Pt Bumi Resources Tbk held by ARMS for US$501 million; and Borneo entering into a relationship agreement with ARMS. Partners Nilufer von Bismarck and Paul Dickson, supported by partners Peter Lake and William Watson, led the transaction.

Sullivan & Cromwell is representing Anheuser-Busch InBev (AB InBev) in respect of its re-acquisition of Oriental Brewery Co Ltd from KKR and Affinity for US$5.8 billion. This is the largest inbound acquisition in Korea in history, the largest private equity deal in Korea in history and the largest M&A deal in Asia in 2014 to date. Partners Michael DeSombre and Frank Aquila are leading the transaction which was announced on 20 January 2014.

Uría Menéndez has advised Shandong Luneng Taishan Football Club in respect of the first ever acquisition of a football infrastructure and facilities by a Chinese company in Latin America. The transaction documents were signed on 18 March 2014. Luneng, the city of Jinan’s (the Shandong province) football club, is one of the most successful football clubs in the history of Chinese professional football. The transaction is ground-breaking, as it is designed around a network of in rem rights, agreements and covenants to create a legally acceptable framework under Brazilian law for the Chinese football club’s exploitation of Traffic’s Football Training Center which is located in Porto Feliz, São Paulo, Brazil. It consists of five official football pitches and other facilities, including lodging, physiotherapy, a restaurant and a fitness centre. The training centre will be used by one of the national teams for practice session during the FIFA World Cup. Partner Juan Martín Perrotto led the transaction in close coordination with Dias Carneiro Arystóbulo Flores Sanches Thomaz Bastos Advogados led by partner Thiago Flores and KPMG led by partner Tony Xu.

WongPartnership has acted for United Overseas Bank Ltd (UOB Bank) in respect of the issue of US$800 million 3.75 percent fixed rate subordinated notes due 2024 and callable in 2019. The subordinated notes are issued under the S$10 billion (US$7.93b) Euro MTN Programme established by UOB Bank on 8 June 2010 and last updated on 28 February 2014. Partner Trevor Chuan led the transaction.

WongPartnership LLP is also acting for Heliconia Capital Management, a wholly-owned subsidiary of Temasek Holdings, in respect of its investment (through taking up a significant minority position) in Rigel Technology (S) Pte Ltd. Partner Mark Choy and Lim Hon Yi led the transaction.

Deals – 27 March 2014

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Akin Gump is advising Duff & Phelps LLC as joint financial advisor to the Special Committee of Giant Interactive Group, one of China’s leading online game developers and operators, in respect of a definitive agreement and plan of merger with Giant Investment Ltd and Giant Merger Ltd. The transaction values the company at US$3 billion and will take it private. Partner Greg Puff, supported by partner Zach Wittenberg, is leading the transaction which is expected to close during the second half of 2014, subject to regulatory approval.

Allen & Gledhill has advised DBS Bank Ltd in respect of the US$220 million acquisition of the private banking business of Société Générale Bank & Trust, a unit of Société Générale, in Singapore and Hong Kong. The business to be acquired includes the private banking advisory business to certain clients in the Dubai International Financial Centre and certain trust business in Singapore. The final purchase price is subject to adjustments, depending on the assets under management and net asset value of the business at completion. Partners Prawiro Widjaja, Christopher Ong, Lim Pek Bur, Catherine Neo and Tham Kok Leong led the transaction.

Allen & Gledhill has also advised Koh Wee Meng in respect of the voluntary unconditional cash offer made by DBS Bank Ltd, for and on behalf of Koh, for all the shares in Global Premium Hotels Ltd. The firm also advised DBS, as lender, on the approximately S$150.7 million (US$118.89m) term loan facility to finance the offer. Partners Lee Kee Yeng and Lim Wei Ting led the transaction.

Allen & Overy has acted as Australian and international counsel to the export credit agencies and commercial lenders in respect of the financing of the integrated Roy Hill iron ore project, the world’s largest ever project financing in the mining sector. The project sponsors, namely Hancock Prospecting, Marubeni, POSCO and CSC, recently announced the finalisation of the US$7.2 billion project financing arrangements, which completes the funding package required to construct the US$10 billion project. The export credit agencies and commercial lenders included Export-Import Bank of Korea, Korea Trade Insurance Corporation, Japan Bank for International Cooperation, Nippon Export and Investment Insurance and Export-Import Bank of the United States, and 19 other commercial bank lenders from Australia, Japan, Europe, China, Korea and Singapore. The Roy Hill Project is one of the largest integrated mining projects being undertaken globally, comprising the development of a very large high-grade iron ore deposit in the Pilbara region of Western Australia and the construction of the port and rail infrastructure required to transport the ore to global markets. The Roy Hill Project is expected to produce, at low cost, 55 million tonnes of ore per annum. Partners Adam Stapledon and Chris Rushton, with partners David Christensen, Matthias Voss, David Slade and Greg Smith, led the transaction. Latham & Watkins, led by partners Stephen McWilliams and Andrew Roche, advised Roy Hill and the project sponsors, Hancock Prospecting, Marubeni, POSCO and CSC.

AZB & Partners has advised The Bank of Nova Scotia Asia Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Westpac Banking Corporation as the lenders in respect of an approximately US$300 million external commercial borrowing facility extended to Bharat Petroleum Corporation Ltd. Partner Shameek Chaudhuri led the transaction which was completed on 3 March 2014.

AZB & Partners has also advised KKR India Financial Services Private Ltd, L&T Finance Ltd and their affiliates in respect of long term debt facilities, in the form of secured term loans and non-convertible debentures, which they extended to Avantha Holdings Ltd and its wholly-owned subsidiary Salient Financial Solutions Ltd. Partner Ashwin Ramanathan led the transaction which was valued at US$108 million and closed on 14 February 2014.

Baker & McKenzie is advising leading private equity firm EQT Mid Market in respect of its agreement to acquire Australia’s largest medical imaging provider, I-MED Network. This is the first investment in Australia by EQT which invests in companies across the world. I-MED runs 200 clinics across Australia and accounts for almost a quarter of the A$3 billion (US$2.75b) Australian diagnostic imaging market, including X-ray and ultrasound. Partners Ben McLaughlin and Brendan Wykes led the transaction. Ashurst acted for the major sellers, Anchorage and Fortress.

Clifford Chance has advised China Aluminum International Engineering Corporation Ltd (Chalieco) in respect of the US$300 million senior guaranteed perpetual capital securities by Chalieco Hong Kong Corporation Ltd, a wholly-owned subsidiary of Chalieco. The securities are guaranteed by Chalieco and include a keepwell deed provided by Aluminum Corporation of China (Chinalco), the parent company of Chalieco. The senior guaranteed perpetual capital securities are listed on the HKSE. Chalieco is a technology, engineering service and equipment provider in the non-ferrous metals industry in China. Chinalco is the controlling shareholder of the company. Partners Jean Thio and Connie Heng led the transaction.

Clifford Chance has also advised the joint lead managers and book-runners in respect of the issue of RMB1.5 billion (US$241.4m) 4.125 percent bonds due 2017 by China CITIC Bank Corporation Ltd. The joint lead managers and book-runners include The Hongkong and Shanghai Banking Corporation Ltd, Banco Bilbao Vizcaya Argentaria SA, CITIC Securities Corporate Finance (HK) Ltd, China CITIC Bank International Ltd and Mizuho Securities Asia Ltd. Partner Connie Heng led the transaction.

Colin Ng & Partners has advised Medi-Flex Ltd in respect of a voluntary delisting from Catalist under Catalist Rules Rules 1307 and 1308 pursuant to a S$28.2 million (US$22.22m) exit offer by OCBC Bank for and on behalf of its controlling shareholder, Top Glove Sdn Bhd. Medi-Flex manufactures high quality natural rubber and nitrile disposable cleanroom, medical and industrial gloves for the semiconductor, healthcare industries and a wide range of industrial applications. Partner Gregory Chan led the transaction which was completed on 24 March 2014.

Dhir & Dhir Associates has advised National Housing Bank, wholly-owned by Reserve Bank of India, and Edelweiss Financial Services Ltd, Axis Capital Ltd and RR Investors Capital Services Private Ltd as the lead managers, in respect of its Tranche-II public issue of up to INR1,000 crores (US$165.7m) tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961. The issue was subscribed five times on its opening day on 7 March 2014. The base issue size was INR250 crores (US$41.4m) with an option to retain over-subscription up to INR1,000 crores (US$165.7m). The issue was pre-closed on 11 March 2014. Girish Rawat led the transaction.

Khaitan & Co has advised Credit Suisse Securities (India) Private Ltd as the selling broker in respect of the offer for sale through stock exchange mechanism by Larsen & Toubro Ltd of part of its holding in L&T Finance Holding Ltd for approximately US$ 97 million. Executive Director Sudhir Bassi led the transaction.

Khaitan & Co has also advised Leighton International Ltd (LIL), the 60 percent shareholder of Leighton Welspun Contractors Pvt Ltd (LWIN), in respect of Welspun Infra Projects Private Ltd’s (WIPPL) US$99 million acquisition of LWIN ‘s 40 percent stake. LWIN is now a 100 percent subsidiary of LIL. In 2010, the firm advised LIL in divesting its 35 percent stake in LWIN to WIPPL and this acquisition of 2014 is a buy-back by LIL of the stake which it sold to WIPPL in 2010. Leighton Group is one of the world’s leading international contractors. The Leighton Group’s operating companies conduct business in more than 20 countries. Partners Amitabh Sharma and Bhavik Narsana led the transaction with assistance from Executive Director Daksha Baxi.

Latham & Watkins has represented MakeMyTrip Ltd, an online travel company in India, in respect of its US$126.5 million follow-on offering of 5.5 million shares, including shares sold by MakeMyTrip Ltd and certain of its shareholders, on the Nasdaq. The transaction is the first SEC-registered deal out of India this year, and the third time MakeMyTrip Ltd accessed the US capital markets. In 2011, the firm advised the company in its US$125.8 million follow-on offering and, in 2010, in its US$80.5 million IPO of ordinary shares listed on Nasdaq. Partners Rajiv Gupta, Michael Sturrock and Jiyeon Lee-Lim led the transaction.

Luthra has advised India Value Fund IV in respect of its 100 percent acquisition, through its sole trustee IVF Trustee Company Private Ltd, of Financial Technologies (India) Ltd (FTIL)-owned National Bulk Handling Corporation (NBHC) for INR241.74 crores (US$40m). NBHC is India’s leading integrated commodity and collateral management company. The transaction is subject to certain customary closing conditions, including approval of FTIL shareholders. Partners William Vivian John and Deepak THM led the transaction.

Majmudar & Partners has represented State Bank of India in respect of the INR400 crores (US$66.3m) term loan to Bank Note Paper Mill India Private Ltd, a joint venture of M/s Bharatiya Reserve Bank Note Mudran Private Ltd and M/s Securities Printing and Minting Corporation of India Ltd, to finance the construction, operation and maintenance of a 12,000 metric tonne per year bank note paper mill project in Mysore, Karnataka. Partner Prashanth Sabeshan led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Wynn Macau Ltd, a Cayman Islands company listed on the HKSE, in respect of its issue of US$750 million 5.25 percent senior notes due 2021. This is a re-tap to the issuance of US$600 million 5.25 percent senior notes in October 2013. The notes are now listed on the HKSE. Wynn Macau Ltd is a leading developer, owner and operator of destination casino gaming and entertainment resort facilities. Partner Barry Mitchell led the transaction whilst Skadden, Arps, Slate, Meagher & Flom and Affiliates acted as US and Hong Kong counsel. Latham & Watkins acted as US legal counsel to the joint global coordinators, comprised of Merrill Lynch, Deutsche Bank, JP Morgan and UBS.

Maples and Calder has also acted as British Virgin Islands counsel to Franshion Brilliant Ltd, a wholly-owned subsidiary of Franshion Properties (China) Ltd, in respect of its issue of US$500 million 5.75 percent guaranteed senior notes due 2019. The notes were listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong counsel. Joseph PC Lee & Associates with Cadwalader, Wickersham & Taft acted for the joint arrangers, composed of The Royal Bank of Scotland plc, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, Goldman Sachs (Asia) LLC, The Hong Kong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc and Overseas-Chinese Banking Corporation Ltd. Mayer Brown JSM acted for The Bank of New York Mellon London Branch as the trustee.

Paul Hastings is representing Samsung Fine Chemicals and Samsung Electronics in respect of their respective investments in SunEdison Semiconductor’s IPO through concurrent private placement transactions. Under the agreements, Samsung Fine Chemicals will invest up to US$100 million in the private placement whilst Samsung Electronics will exchange its 20 percent equity interest in a Korean joint venture with SunEdison, MEMC Korea Company, for approximately six percent of the outstanding shares of SunEdison Semiconductor. Subject to regulatory approvals, the private placement transactions are expected to close concurrently with the IPO. In addition, Samsung Fine Chemicals will sell a 35 percent equity interest in SMP Ltd, a solar-grade polysilicon joint venture between SunEdison and Samsung Fine Chemicals. Partner Daniel Sae-Chin Kim, with support from partners Jeff Hartlin, Scott Hataway and Pierre Kirch, are leading the transaction.

Rajah & Tann has advised Ascott Investment Holdings Ltd (AIHL) as one of the vendors and The Ascott Holdings Ltd as guarantor in respect of AIHL’s divestment of its 30 percent shareholding interest in Island City Pte Ltd to DBS Trustee Ltd, the trustee of Ascott Residence Trust, for approximately S$9.1 million (US$7.17m). AIHL is a wholly-owned subsidiary of CapitaLand Ltd. Island City’s subsidiaries, Island City Investments Pte Ltd and Infini Garden Pte Ltd, together own shares in Infini Garden Tokutei Mokuteki Kaisha, the investment vehicle holding the rental housing property in Japan known as Inifini Garden at KashiiTeriha, Higashi-ku, Fukuoka City, Japan. Partners Danny Lim and Chia Lee Fong led the transaction. ArcResidential Japan Investments Ltd, the other vendor, was also advised by the firm whilst DBS Trustee Ltd was advised by Allen & Gledhill.

Rajah & Tann has also advised Flame Gold International Ltd in respect of its S$26.98 million (US$21.26m) acquisition of 26.57 percent shareholding interest in the SGX-ST-listed HG Metal Manufacturing Ltd from Oriental Castle Sdn Bhd, which is 80 percent owned by Goh Kian Sin, the company’s managing director and CEO. HG Metal Manufacturing Ltd group is engaged in wholesale, retailing, trading, sourcing and distribution of steel products and providing steel processing or finishing services, product customisation and solutions for specialised industries. Partners Danny Lim and Chia Lee Fong led the transaction which was announced on 19 March 2014 and is yet to be completed. Oriental Castle Sdn Bhd was advised by Drew & Napier.

Shook Lin & Bok has acted for Malayan Banking Berhad in respect of the financing of the voluntary general offer by Hiap Hoe Ltd for shares of SuperBowl Holdings Ltd not currently owned by it, for up to S$178.4 million (US$140.6m). The deal involved the acquisition by a listed property developer of an affiliated listed property developer as part of a complex corporate restructuring exercise. Partners Liew Kai Zee and Prakash Raja Segaran led the transaction.

Sidley Austin has represented PT XL Axiata Tbk, a leading Indonesian mobile telecommunications operator, and its parent Axiata Group Berhad, an international mobile telecommunications company headquartered in Malaysia, in respect of XL Axiata’s US$865 million acquisition of PT Axis Telekom Indonesia from Saudi Telecom Company. The transaction was led by partner Gerard Hekker, supported by partners John Woodhall and Will Smith.

Trilegal has advised Hitachi Metals Ltd (HML) in respect of acquiring a majority stake in RPS Vikas Castings & Garima Vikas Metals, two Vikas group entities which are engaged in automotive castings. The Hitachi Metals group already has a technology transfer arrangement with the Vikas group. An estimated investment of INR300 crores (US$49.7m) is expected to be committed in the next three years to upgrade the existing foundries operated by RPS and Garima. With the completion of this acquisition, India will become a major manufacturing and supply base for Hitachi Metals group in its castings business. Partner Charandeep Kaur led the transaction whilst Mori Hamada & Matsumoto, led by partner Ko Fujita, also advised HML.

WongPartnership is acting for OC Oerlikon Corporation AG in respect of the acquisition of surface solutions provider Sulzer Metco division of Sulzer AG for approximately CHF1 billion (US$1.13b). Partners Audrey Chng and Ameera Ashraf led the transaction.

WongPartnership has also acted for Savu Investments Pte Ltd in respect of the grant of a fully-secured, term loan facility of S$420 million (US$331m) by Australia and New Zealand Banking Group Ltd, The Hongkong and Shanghai Banking Corporation Ltd (HSBC Bank) and Standard Chartered Bank to finance the redemption of existing notes. Partners Susan Wong and Dorothy Marie Ng led the transaction.

WongPartnership is acting for Olam International Ltd in respect of the voluntary conditional cash offer made by Breedens Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Private) Ltd, for all the issued ordinary shares in the share capital of Olam International Ltd, the new shares unconditionally issued or to be issued pursuant to the valid conversion of the outstanding convertible bonds, and new shares unconditionally issued or to be issued pursuant to the valid exercise of the options granted under the Olam Employee Share Option Scheme. The offer price values Olam at approximately S$5.3 billion (US$4.18b). Partners Rachel Eng, Ng Wai King, Mark Choy and Milton Toon led the transaction.

WongPartnership is acting for United Industrial Corporation Ltd (UIC) in respect of the voluntary unconditional cash offer by its wholly-owned subsidiary, UIC Enterprise Pte Ltd, to acquire all the issued shares in the capital of Singapore Land Ltd (SingLand) other than those shares already held, directly or indirectly, by UIC and its subsidiaries for approximately S$761 million (US$600m). The offer price values the SingLand group at approximately S$3.8 billion (US$3b). Partners Ng Wai King, Andrew Ang, Milton Toon and Audrey Chng led the transaction.

Deals – 20 March 2014

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Allen & Gledhill has advised the Housing Development Board in respect of the issue of S$600 million (US$473.9m) fixed rate notes under its S$22 billion (US$17.37b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd and DBS Trustee Ltd in respect of a US$500 million multicurrency medium term note programme established by Petra Foods Ltd. DBS was appointed arranger, issuing and paying agent and agent bank. DBS Trustee was appointed trustee for holders of the notes. Partners Margaret Chin and Sunit Chhabra also led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Avantha Holdings Ltd in respect of the raising by Avantha Holdings Ltd and its wholly-owned subsidiary Salient Financial Solutions Ltd of INR6.8 billion (US$111.5m) corporate finance through a combination of loan facilities and unlisted non-convertible debentures from a group of lenders consisting of, inter alia, KKR India Financial Services Private Ltd, L&T Finance Ltd, L&T Fincorp Ltd and Family Credit Ltd. IL&FS Trust Company Ltd acted as trustee. Partner Kalpataru Tripathy led the transaction. The lenders and debenture holders were advised by AZB & Partners.

AZB & Partners has advised Loop Mobile (India) Ltd in respect of Bharti Airtel Ltd’s proposal to purchase Loop Mobile’s telecom business comprising of, inter alia, its subscribers, telecom infrastructure and assets, subject to regulatory approvals and execution of definitive agreements between the parties. Partner Abhijit Joshi led the transaction which was signed on 18 February 2014 and is yet to be completed.

AZB & Partners has also advised Muthoot Finance Ltd in respect of its public issue of secured and unsecured non-convertible debentures aggregating to approximately US$83 million. ICICI Securities Ltd is the lead manager to the issue. Partner Srinath Dasari led the transaction which was completed on 10 February 2014.

Clifford Chance has advised BNP Paribas and Bank of America Merrill Lynch as joint global coordinators in respect of Haichang Holdings Ltd’s HK$2.45 billion (US$315.56m) global offering and listing on the HKSE. The company sold a total of one billion shares at HK$2.45 (US$0.316) each. Haichang, which started trading in Hong Kong on 13 March 2014, is a developer and operator of theme parks and ancillary commercial properties in China. The company operates six marine theme parks located in Dalian, Qingdao, Tianjin, Yantai, Wuhan and Chengdu, and will complete acquisitions of two additional theme parks, Dalian Discoveryland and Chongqing Caribbean Water Park, by the end of 2014. Partners Jean Yu, Tim Wang and Jean Thio led the transaction. Maples and Calder, led by John Trehey and Derrick Kan, acted as Cayman Islands legal counsel to Haichang Holdings Ltd whilst Milbank Tweed Hadley & McCloy acted as Hong Kong counsel and Akin Gump Strauss Hauer & Feld acted as US counsel.

Conyers has advised Jadara Capital Partners in respect of the formation and launch of the Jadara Frontier Fund, a concentrated long/short hedge fund investing primarily in listed equities across global frontier and small emerging markets with focus on Sub-Saharan Africa, Middle East & North Africa, Eastern Europe, Central Asia, Southern Asia and Central & Southern America. Jadara Capital Partners is a Dubai International Financial Centre-based independent asset management firm investing in frontier emerging markets with a geographic scope, including the Middle East and North Africa, Sub-Saharan Africa, Southern Asia, Central Asia, Eastern Europe and Latin America. Jadara was founded by Ahmad Zuaiter, a former money manager for Soros Fund Management. Director Fawaz Elmalki led the transaction whilst Dechert acted as international counsel to Jadara Capital Partners and the Jadara Frontier Fund.

Eversheds has advised Brady Corporation, a leading global provider of precision engineered components, in respect of the sale of its Asian and European die-cut business to US-based Boyd Corporation. NYSE-listed Brady announced in May 2013 that the die-cut operations no longer fit with the company’s overall strategy. The disposal allows Brady to focus on its Identification solutions and workplace safety businesses. Brady’s die-cut business operates in China, Singapore, Thailand, Korea, Taiwan and Germany, among other countries. The deal was signed on 24 February 2014 and is due to complete in two phases later this year, each subject to customary closing conditions. Partner Antony Walsh led the transaction whilst Baker & McKenzie acted as US counsel.

IndusLaw has advised Vinculum Solutions Private Ltd and Accel India Venture II (Mauritius) Ltd in respect of the investment into Vinculum Solutions by IvyCap Ventures with participation of existing investor Accel. Vinculum Solutions, an SaaS (Software as a Service)-based software products developer for e-commerce and multi-channel retailers, has made inroads in the Southeast Asian markets besides India and is looking to expand to the US. Ashish Wadhwani, managing partner at IvyCap, will join the board of Vinculum as part of the investment. IvyCap is an early-to-growth stage venture capital firm looking to back ventures floated by alumni of top engineering and management institutions such as IITs and IIMs in the country. Accel Partners, an active early stage investor in India, had invested in the Series A funding round of Vinculum three years ago. KLaw Mumbai, led by partner Praveen Raju, also advised on the transaction.

Latham & Watkins has advised Amtek Engineering Ltd, a Singapore publicly-listed precision engineering company, in respect of a definitive agreement for the acquisition of US-based international precision engineering company Interplex Industries Inc for up to US$210 million. The transaction is expected to close in the second half of the year. Partners Chei Liang Sin and Adel Aslani-Far led the transaction.

Latham & Watkins has also advised Qatar Petroleum (QP) in respect of the US$880 million IPO of shares in its subsidiary Mesaieed Petrochemical Holding Company QSC (MPHC) at an offer price of QAR10 (US$2.75) per share plus offering and listing costs. The IPO, which closed on 21 January 2014 and was five times oversubscribed, was the first in Qatar since 2010, making it also the first IPO under the current listing rules of the Qatar Financial Markets Authority (QFMA) and the first since Qatar was upgraded from “frontier” to “emerging” market status by Morgan Stanley Capital International in 2013. Approximately 323 million MPHC shares were offered within Qatar to eligible investors (Qatari nationals and certain selected Qatari institutions). MPHC shares were admitted to trading on the Qatar Exchange in Doha on 26 February 2014. MPHC is a holding company owning large stakes in three key players in Qatar’s petrochemical sector. Partners Ahmad Anani and Andrew Tarbuck led the transaction.

Maples and Calder has acted as Cayman Islands counsel to JD.com, Inc (JD), a Cayman Islands company which is a leading online direct sales company in China, in respect of its strategic partnership with Tencent Holdings Ltd, a leading internet company serving the online community in China. In connection with the transaction, JD will issue to Tencent new shares representing approximately 15 percent of JD’s issued share capital upon closing of the transaction. Furthermore, Tencent will subscribe at IPO price for an additional five percent of JD on a post-IPO basis, expected to close concurrently with JD’s IPO. As part of the transaction, JD will acquire several of Tencent’s e-commerce businesses and gain a minority stake in 51Buy.com, known as Yixun, which specializes in consumer electronics. Skadden, Arps, Slate, Meagher & Flom acted as international counsel and Zhong Lun Law Firm acted as PRC counsel. Davis Polk & Wardwell acted as international counsel and Han Kun Law Firm acted as PRC counsel to Tencent.

Rajah & Tann has acted as Singapore counsel to.Shenzhen Stock Exchange-listed Yang Guang Co Ltd in respect of its US$309 million acquisition from Recosia China Pte Ltd of interest in Coralvest Private Ltd and Merino Private Ltd. Coralvest and Merino hold interest in Tianjin Jianshe Xinhui Trading Co Ltd and Tianjin Zijin Xinjia Trading Co Ltd, respectively, which are engaged in property development, construction, commercial project management and operation as well as retail-related commercial leasing in the PRC. Partners Danny Lim and Chia Lee Fong led the transaction which was announced on 21 February 2014 and is yet to be completed. Allen & Gledhill acted as Singapore counsel to Recosia China Pte Ltd.

Rajah & Tann is also acting for SGX-ST-listed Medtecs International Corporation Ltd (MIC) in respect of its proposed acquisition of approximately 3.4 million issued and paid-up common stocks in the capital of Medtecs (Taiwan) Corporation (MTC) held by Wang Wan Fa for approximately US$1.63 million which will be satisfied by the allotment and issue of approximately 32.64 million new ordinary shares in MIC’s capital at the issue price of US$0.05 per share. MTC is currently a 92.4 percent owned subsidiary of MIC and the sale shares held by the vendor comprise the balance of the issued share capital of MTC. Following completion of the acquisition, MTC will become a wholly-owned subsidiary of MIC. Partners Danny Lim and Chia Lee Fong also led the transaction which was announced on 3 March 2014 and is yet to be completed.

Skadden has represented NYSE-listed Vipshop Holdings Ltd (Vipshop), a leading China-based online discount retailer, in respect of its US$550 million offering of 1.5 percent convertible senior notes due 2019 and in the US$163.9 million public offering of 1.14 million American Depositary Shares (ADS) by certain Vipshop selling shareholders. Vipshop has granted to the underwriters a 30-day option to purchase up to an additional US$82.5 million amount of the senior notes and the selling shareholders have granted to the underwriters a 30-day option to purchase up to an additional 171,000 ADSs, the latter option having been fully exercised.

Slaughter and May, London and Hong Kong, is advising Senior plc in respect of its proposed 100 percent acquisition of UPECA Technologies Sdn Bhd from Millennium Arena Sdn Bhd, a holding company for UPECA’s private shareholders. The acquisition is for a total consideration of £58.2 million (US$96.86m), payable in cash at completion, and is expected to complete by the end of March 2014. UPECA has over 20 years’ experience manufacturing high-precision engineered components serving the aerospace and energy sectors, and manages manufacturing facilities in Malaysia and the People’s Republic of China. Partners Padraig Cronin and Natalie Yeung are leading the transaction whilst Zaid Ibrahim & Co, led by partner Idahani Ismas Ismail, is advising on Malaysian law and Jun He, led by James Tao Wu and Liu Jin, is advising on PRC law.

Weerawong, Chinnavat & Peangpanor has represented PCS Machine Group Holding Plc, a holding company engaged in the manufacture and sale of automotive parts, in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand. The IPO comprised 389 million shares for a total offering size of β3.35 billion (US$104.12m). Bualuang Securities acted as a financial adviser and joint lead underwriter with SCB Securities. The trading date on the SET was on 14 March 2014. Partner Peangpanor Boonklum led the transaction.

Weil, Gotshal & Manges has advised Baring Private Equity Asia in respect of one of the biggest going private transactions for a US-listed Chinese company Giant Interactive Group Inc, one of China’s leading online game developers and operators. Giant Interactive announced on 17 March 2014 that it has entered into a definitive agreement and plan of merger with Giant Investment Ltd and Giant Merger Ltd, a wholly-owned subsidiary of Giant Investment. Pursuant to the merger agreement, Giant Investment will acquire Giant Interactive for cash consideration equal to US$12.00 per ordinary share and US$12.00 per American Depositary Share of the company, each representing one share, or approximately US$3 billion in aggregate cash consideration. The merger, which is expected to close in the second half of 2014, is subject to customary closing conditions. Partner Akiko Mikumo with partner Soo-Jin Shim led the transaction whilst Fangda Partners acted as PRC counsel. Giant Interactive was advised by O’Melveny and Myers as US counsel, Grandall Legal Firm (Shanghai) as PRC counsel, and Conyers, Dill and Pearman as Cayman Islands counsel.

Zhong Lun has advised ZF Friedrichshafen AG (ZF Group) in respect of a master purchase agreement with Zhuzhou Times New Material Technology Co Ltd (TMT) for the transfer of ZF Group’s global rubber metal and plastics business and assets to TMT. The total consideration for the transaction, which is expected to close on July 2014, is €290 million (US$403.8m). Dr Scott Guan and Ricky Luo led the transaction.

Zhong Lun has also advised Shanda Interactive Entertainment Ltd in respect of the transfer of its 100 percent shares in Hangzhou Bianfeng and Shanghai Haofang to Zhejiang Daily Media Group Co Ltd. Dr Scott Guan and Ricky Luo also led the transaction.

Deals – 13 March 2014

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Allen & Gledhill has advised Mermaid Marine Australia Ltd (MMA) and its wholly-owned Singapore subsidiary Mermaid Marine Asia Pte Ltd (MMAS) in respect of the S$625 million (US$492.6m) acquisition of the entire issued share capital of all the directly held subsidiaries of Jaya Holdings Ltd. Partners Lim Mei and Sharon Wee led the transaction.

Allen & Gledhill has advised Top Global Ltd in respect of the acquisition of approximately 71.52 percent of the issued share capital of PT Suryamas Dutamakmur Tbk. The transaction was valued at approximately S$153 million (US$120.6m). Partners Christopher Ong, Sharon Wee and Hilary Low led the transaction.

Allen & Overy has advised specialist global insurer Hiscox Ltd and its subsidiary, Hiscox plc (Hiscox), in respect of Hiscox’s acquisition of the DirectAsia group by way of an acquisition of the entire share capital of Direct Asia Insurance (Holdings) Pte Ltd (DAIH) from Whittington Group Pte Ltd (WGPL) for an initial cash sum of US$55 million and a further amount of deferred consideration subject to certain earn-out provisions. The transaction, which is subject to regulatory approval from the Office of the Commissioner of Insurance of Hong Kong, marks the Hiscox group’s entry into the Asia-Pacific market. The Hiscox group operates a specialist insurance business in the UK, Bermuda, Guernsey, the USA and Europe. The DirectAsia group operates a direct insurance business in Singapore, Hong Kong and Thailand, selling insurance directly online without an intermediary. DAIH is an insurance holding company indirectly owned (through WGPL) by two private equity funds, UCL Asia Ltd and General Enterprise Management Services, and two private investors. Partner Chris Moore, with support from partner Richard Cranfield, led the transaction. Clyde & Co, led by partner Ian Stewart, advised Whittington Group.

Allens has acted for Singapore-based sovereign wealth fund GIC in respect of the establishment of its joint venture with Macquarie for the purchase of an interest in specialist student accommodation developer and operator Iglu and in their projects at Chatswood and Central, Sydney. Iglu owns approximately A$150 million (US$135.5m) worth of student accommodation in Sydney and is currently developing accommodation in Brisbane. The deal is believed to be the biggest single transaction in the Australian student accommodation sector. Partner Nicholas Cowie led the transaction. King & Wood Mallesons advised Macquarie Capital.

Allens is also acting as global coordinating counsel and lead counsel on transaction documentation to Beijing Capital Group (BCG) in respect of its NZ$950 million (US$803.7m) acquisition from ASX-listed Transpacific Industries Group Ltd of its integrated waste management business in New Zealand. BCG is one of China’s leading state-owned infrastructure enterprises as well as one of China’s most prominent real estate developers. BCG had in December 2013 total assets and revenues exceeding US$21 billion and US$3.7 billion, respectively. Completion of the sale is expected by the end of June 2014, subject to customary conditions precedent, including obtaining consent from the New Zealand Overseas Investment Office and Chinese regulatory approvals. Partner Jeremy Low is leading the transaction whilst Russell McVeagh and Jun He are acting as New Zealand and PRC counsel, respectively. Transpacific Industries Group is advised by Chapman Tripp, Ashurst and Guantao Law Firm.

Amarchand & Mangaldas & Suresh A Shroff Co has advised International Finance Corporation (IFC) in respect of its investment in Flexituff International Ltd by way of subscription to approximately 5.96 percent of Flexituff’s equity share capital outstanding on a fully diluted basis immediately following the IFC subscription valued at approximately INR43.75 crores (US$7.18m) and Flexituff’s foreign currency convertible bonds valued at approximately US$9 million. The equity subscription and the foreign currency convertible bonds closed on 30 December 2013 and 30 January 2014, respectively. Partners Ravindra Bandhakavi and Shweta Shroff Chopra led the transaction. Flexituff International was advised by ALMT Legal.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised IT solutions company Micro Clinic India Private Ltd and its promoter Tarun Seth in respect of a share purchase agreement with Japanese engineering and electronics conglomerate Hitachi Ltd, through its subsidiary Hitachi Systems Ltd, for Hitachi to acquire 76 percent stake in Micro Clinic from Tarun Seth. The deal also involved restructuring of Micro Clinic’s affiliate company, Micro Clinic Software India Private Ltd, to make it a subsidiary of Micro Clinic as a part of the transaction. Partners Pooja Mahajan, Ishita Kapur, Ranjan Negi and Dev Robinson led the transaction which was signed on 25 February 2014 and is scheduled to close on 19 March 2014. Morrison & Foerster (Tokyo) and Khaitan & Co (Delhi) represented Hitachi Systems.

ATMD Bird & Bird has acted for the offeror in respect of the voluntary conditional offer for the issued share capital of Communication Design International Ltd for US$11.2 million in cash. Communication Design is a marketing services group providing extensive project management of brand communication via three dimensional presentations which builds and installs brand presentations worldwide. Partner Marcus Chow led the transaction.

AZB & Partners has advised Proprium Finance Coöperatief UA in respect of the issuance by Parsvnath Estate Developers Private Ltd of rated, listed, secured, redeemable non-convertible debentures aggregating to approximately INR2.1 billion (US$34.47m) on a private placement basis. The debentures have now been listed on the wholesale debt segment of the Bombay Stock Exchange. Partner Sai Krishna Bharathan led the transaction which was completed on 4 February 2014.

AZB & Partners has also advised Indian Railway Finance Corporation Ltd in respect of its issuance of approximately US$500 million 3.917 percent notes to be listed on the SGX. Partner Varoon Chandra led the transaction which was completed on 27 February 2014.

Baker & McKenzie has advised CITIC Securities, as the sole sponsor, and CLSA, as the sole global coordinator, in respect of the US$330 million global offering of Poly Culture Group Corporation Ltd. The global offering received overwhelming interest whilst the Hong Kong retail offering was over-subscribed by more than 600 times. The H shares of Poly Culture commenced trading on the HKSE on 6 March 2014. The Beijing-headquartered Poly Culture is a leading culture and art enterprise in China. It has three main business segments, namely art business and auction, performance and theatre management, and cinema investment and management. It is the largest art auctioneer in China in terms of aggregate art auction turnover and is one of the largest theatre management companies in China in terms of the number of theatres in operation. In 2011, Poly Culture was ranked as one of the “Top Ten Most Influential National Culture Industry Base” by the PRC Ministry of Culture. Partner Jackie Lo, with partner Edwin Li, led the transaction. Clifford Chance, led by partners Tim Wang, Jean Yu and Jean Thio, advised Poly Culture Group.

Clayton Utz has also advised Euroz Securities Ltd and BBY Ltd as joint lead managers in respect of a A$14.3 million (US$12.8m) raising by Flinders Mines Ltd. The raising comprises a A$6.8 million (US$6m) share placement to institutional and sophisticated investors and a fully underwritten 1 for 7 non-renounceable entitlements issue at A$0.025 (US$0.022) to raise total proceeds of approximately A$7.5 million (US$6.7m). Euroz Securities and BBY were also joint underwriters to the non-renounceable entitlement issue. Partner Mark Paganin also led the transaction which was announced on 28 February 2014.

Clifford Chance has advised COFCO Corporation in respect of the acquisition of a 51 percent stake in Nidera, a global commodity trader and agribusiness company headquartered in the Netherlands. COFCO is the largest grain, oil and foodstuff company in China with a business portfolio covering agriculture commodity trading and processing, branded consumer foods, packaging materials and products, hotels and real estate, finance and others. The proposed partnership will provide Nidera access into the Chinese market and also strengthen COFCO’s position as a key player in the global agricultural industry through Nidera’s global origination and trading network and its fast-growing seed business. Partners Terence Foo and David Griston led the transaction.

Clifford Chance is also advising The Carlyle Group in respect of its approximately US$1.93 billion acquisition of Tyco Fire & Security Services Korea Co Ltd and its subsidiaries, composed of Caps Co Ltd, Capstec Co Ltd and ADT Security Co Ltd that form and operate the company’s Korean security business ADT Korea, from US-listed Tyco, the world’s largest pure-play fire protection and security company. The transaction is the largest private equity buyout deal in US dollar value in Korea since 2008. ADT Korea is a provider of advanced security solutions in Korea, serving approximately 475,000 small-and-medium-sized businesses, commercial and residential customers. Partner Simon Cooke, with partner Hyun Kim, is leading the transaction which is subject to regulatory approval and is expected to close in the second quarter of 2014.

Davis Polk is advising HKSE-listed Forgame Holdings Ltd in respect of its US$90 million acquisition of shares in Magic Feature Inc. The sale and purchase agreement was signed between Forgame and shareholders of Magic Feature on 3 March 2014. Headquartered in Guangzhou, Forgame is a developer and publisher of web-games in China with a 24 percent market share of net revenue from web-game development industry in 2012. Magic Feature and its subsidiaries develop and publish mobile games. One of its key mobile games is “Tower of Saviors” which is distributed in, among others, Hong Kong and Taiwan, with a substantial number of users and high download rates. Partner Paul Chow led the transaction.

Deacons has advised Cinda International Capital Ltd as the sponsor, Cinda International Securities Ltd as the global coordinator, book-runner and lead manager, and underwriters in respect of Huisheng International Holdings Ltd’s IPO on the HKSE which raised HK$283 million (US$36.46m), including the exercise of the over-allotment option. Huisheng, which listed on the HKSE on 28 February 2014, is principally engaged in the production and sale of pork products and is one of the largest pork suppliers in Changde, Hunan Province, China. Partner Sabrina Fung led the transaction whilst Zhong Lun Law Firm advised as to PRC law. Cheung & Lee in association with Locke Lord (HK), led by partner Michael Fung, advised Huisheng International Holdings as to Hong Kong law whilst Jingtian & Gongcheng advised as to PRC law and Conyers Dill & Pearman (Cayman) advised as to Cayman Islands law.

Deacons has also advised DBS Asia Capital Ltd as the placing agent in respect of the top-up placing of shares of HKSE-listed China Vanguard Group Ltd. Partner Ronny Chow led the transaction which was valued at approximately US$36.03m. DLA Piper advised China Vanguard Group.

DLA Piper has acted for CIMB Group, Credit Suisse and JP Morgan in respect of Malaysia Airport’s successful equity offering, raising a total of US$298.6 million in proceeds. The airport operator, which owns the majority of airports in Malaysia, including in Kuala Lumpur, intends to use the proceeds to acquire a 40 percent stake in Istanbul’s second-largest international airport, Istanbul Sabiha Gokcen Airport, from India’s GMR Group and a similar stake in LGM Havalimani Isletmeleri Ticaret Ve Turizm AS. Partner Stephen Peepels led the transaction. Clifford Chance, led by partner Raymond Tong, advised Malaysia Airport Holdings Berhad on the international law aspects of its placement whilst Raslan Loong acted as Malaysian counsel.

ELP is advising Titan Industries Ltd in respect of a joint venture agreement with Montblanc Services BV Netherlands for the establishment of operations for the retail trading of Montblanc-branded products across India. Montblanc will subscribe to 51 percent whilst Titan will subscribe to 49 percent of the share capital of the proposed JV. Vinayak Burman and Archana Khosla are leading the transaction which was signed on 26 February 2014 and is yet to be completed. AZB & Partners, led by partner Darshika Kothari, is advising Montblanc.

ELP is also advising PVR Ltd in respect of a petition before the Bombay High Court challenging the constitutionality of an order issued by the State of Maharashtra which disallows the collection of convenience fee charged by multiplex operators for providing online booking of movie tickets. The convenience fee is an optional fee payable only on online booking, as patrons who do not wish to pay such fee can visit the box office to book tickets. Convenience fee collected as a payment for services is not a matter that can be regulated by the State, since it is an independent service rendered by one person to another and is subjected to service tax, levied by the central government. Partner Naresh Thacker is leading the matter.

Han Kun has acted as PRC counsel to HKSE-listed Tencent Holdings Ltd, a leading internet company serving the largest online community in China, in respect of a partnership with JD.com Inc, a leading online direct sales company in China, to provide superior eCommerce services to mobile and internet users in the PRC. Tencent is subscribing to new shares representing approximately 15 percent stake in JD and will also subscribe an additional 5 percent at IPO price after JD completes an IPO. JD will acquire 100 percent interests in Tencent’s online marketplace businesses, including QQ Wanggou B2C and PaiPai C2C, its logistics personnel and assets, and a minority stake in Yixun, with a right to acquire the remaining stake of Yixun in the future. The deal enables JD to tap Tencent’s significant mobile and internet user base, and Tencent to leverage JD’s best-in-class eCommerce services to offer superior user experiences. JD will become Tencent’s preferred partner for all physical goods eCommerce businesses. Davis Polk, led by partner Kirtee Kapoor with partners Paul Chow and Miranda So, is also advising Tencent Holdings.

J Sagar Associates has advised eBay Singapore in respect of its strategic investment in Jasper Infotech Private Ltd. eBay Singapore led this round of financing in Jasper and the investment is part of a second round of funding in Jasper, with the total investment received by Jasper from all investors in this round reaching approximately US$134 million. eBay Singapore’s new investments in Jasper raise its holding in the Indian e-commerce marketplace, building on an initial investment made in mid-2013. eBay and Jasper are competitors operating in the same business space. Given the increased investment being made, the transaction was structured in a manner which fulfilled the commercial requirements of eBay whilst at the same time balancing the interests of Jasper. Jasper, which is promoted by Kunal Bahl and Rohit Bansal, operates snapdeal.com, the fastest growing marketplace model website in the country. Partner Vivek K Chandy led the transaction which is considered one of the most significant deals in the e-commerce space in India. Bingham McCutchen, led by partner William Perkins, acted as US counsel. Jasper was represented by Indus Law, led by partner Srinivas Katta, whilst certain existing investors of Jasper were represented by KLaw, led by partner Praveen Raju.

J Sagar Associates has also represented Adani Power and Coastal Gujarat Power Ltd (CGPL), a wholly owned subsidiary of Tata Power, in respect of securing a decision on 21 February 2014 before the Central Electricity Regulatory Commission (CERC) which has allowed a compensatory tariff to Adani Power and CGPL to offset the hardship caused by unprecedented, unforeseen and un-absorbable price spiral(s) of imported coal. In doing so, CERC has given effect to the principles of “commercial impracticability” as an element of frustration of contract for a regulated contract while building safeguards against the hazard of unjustifiable renegotiations to maintain sanctity of contracts. Partners Amit Kapur, Poonam Verma and Apoorva Misra led the transaction.

Khaitan & Co has advised Avantha Holdings Ltd in respect of the issuance of rated, secured, market-linked, principal protected, non-convertible debentures up to an aggregate principal amount of US$150 million issued in multiple tranches and on a private placement basis to AION, a joint venture between ICICI Bank and Apollo Global Management. The NCDs are listed and traded on the BSE. Partner Bharat Anand led the transaction.

Khaitan & Co has also advised Standard Chartered Bank as manager in respect of Wilmar Sugar Holdings Pte Ltd’s (Singapore) proposal to subscribe to a maximum of 27.5 percent through preferential allotment in the equity shares of Shree Renuka Sugars Ltd. Wilmar has entered into agreements with Shree Renuka and its promoters which has resulted in the open offer to acquire up to 26 percent emerging voting capital of the paid-up equity shares of Shree Renuka for a total consideration of US$169 million for the subscription and open offer. Executive Director Sudhir Bassi and partner Arindam Ghosh led the transaction.

Kirkland & Ellis has represented NYSE-listed Vipshop Holdings Ltd, China’s leading discount online retailer for brands, in respect of its acquisition of a 75 percent equity interest in Lefeng.com Ltd from its parent Ovation Entertainment Ltd. Lefeng owns and operates lefeng.com, a popular online retail website in China which specialises in selling cosmetics and fashion products. The total consideration for the acquisition is approximately US$132.5 million, including cash payment and financing for assumed liabilities. The transaction was signed and closed on 14 February 2014, marking the first major strategic acquisition by Vipshop since its NYSE debut in 2012. Partners David Zhang and Frank Sun, with partners Jesse Sheley and Angela Russo, led the transaction.

Kirkland & Ellis has also represented NYSE-listed Vipshop Holdings Ltd, China’s leading discount online retailer for brands, in respect of its acquisition of a 23 percent minority equity interest in Ovation Entertainment Ltd through a share purchase and a subscription for new shares for a total consideration of approximately US$55.8 million. Ovation’s business focusses on the development of cosmetics under its proprietary brands and media products in China. The transaction was signed and closed on 21 February 2014. Partners David Zhang and Frank Sun, with partners Jesse Sheley and Angela Russo, also led the transaction.

Latham & Watkins has advised Melco Crown Entertainment Ltd (MCE) in respect of a PHP15 billion (US$337.76m) senior notes issuance by its subsidiary, MCE Leisure (Philippines) Corporation, in relation to the development of the MCE group’s Philippine casino business. The senior notes, issued on 24 January 2014, were issued under a notes facility agreement structure which has been locally developed and is unique to the Philippines. MCE provided a New York law governed parent guarantee for the senior notes. MCE Leisure issued PHP15 billion (US$337.76m) 5 percent senior notes due 2019 which were priced at 100 percent of par. MCE Leisure intends to use the net proceeds for capital expenditure, refinancing of debt and general corporate purposes. Australia and New Zealand Banking Group Ltd and Deutsche Bank AG Manila Branch served as joint lead managers for the transaction. Partners Bryant Edwards and Eugene Lee led the transaction.

Latham & Watkins has also represented SMC Global Power Holdings Corp, the Philippine-based energy subsidiary of San Miguel Corporation, in respect of the solicitation of consents for the amendment of certain terms and conditions of its US$300 million 7 percent notes due 2016. Counsel Benjamin Carale led the transaction.

Maples and Calder has acted as British Virgin Islands legal counsel to Jingneng Investment Group Co Ltd in respect of its issue of US$300 million 2.75 percent credit enhanced bonds due 2017 with the benefit of a keep-well deed provided by Beijing Energy Investment Holding Co Ltd (BEIH) and an irrevocable standby letter of credit provided by Agricultural Bank of China Ltd Beijing Branch. Jingneng is an indirect wholly-owned subsidiary of BEIH, which is in turn wholly-owned by the Municipal Government of Beijing. Partner Jenny Nip led the transaction whilst Clifford Chance, led by partners Connie Heng and Tim Wang, advised as to English and Hong Kong law. Linklaters acted as counsel in respect of English and Hong Kong law for the joint lead managers and joint book-runners, composed of Deutsche Bank, Citigroup, ABC International, China Merchants Securities (HK), Essence International and CITIC Securities International and the trustee, DB Trustees (Hong Kong) Ltd.

Maples and Calder has also acted as Cayman Islands counsel to Foxconn (Far East) Ltd in respect of the update of its US$2 billion medium term notes programme guaranteed by Hon Hai Precision Industry Co Ltd. Partner Christine Chang led the transaction. Linklaters acted as international counsel to the arrangers, Barclays Bank and Mizuho Securities Asia Ltd.

Minter Ellison has advised leading Australian buyout firm Quadrant Private Equity in respect of the raising of its seventh fund, which closed at A$850 million (US$760m) a little over a month after launching. The raising attracted significant interest from both domestic and offshore investors and was two times oversubscribed. Partner Nathan Cahill led the transaction.

Minter Ellison has also advised Ireland-based and NYSE-listed Perrigo Company plc in respect of its acquisition of a portfolio of over-the-counter brands sold in Australia and New Zealand (including the Herron range of analgesics, vitamins and supplements) from affiliates of Aspen Pharmacare. The acquisition was made via Perrigo’s wholly-owned Irish subsidiary, Elan Pharma International Ltd. Partner Leigh Brown, with partners John Fairbairn, Rhys Guild and Nathan Deveson, led the transaction which was valued at US$51 million. King & Wood Mallesons, led by partner Ros Anderson, advised Aspen Pharmacare.

Morrison & Foerster is advising Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities in China, Japan and Brazil, in respect of its portfolio acquisition of 34 assets in Brazil from BR Properties SA, the second largest modern logistics provider in Brazil. The portfolio comprises 13 million square feet of completed logistics assets, with more than 86 percent of the portfolio located in the primary logistics markets of Sao Paulo and Rio de Janeiro which together generate in excess of 40 percent of Brazil’s GDP. The transaction, valued at US$1.36 billion, is expected to strengthen GLP’s market-leading position in Brazil, one of the world’s largest markets for logistics. GLP’s completed portfolio in Brazil will increase to 28 million square feet following completion of the acquisition. Partner Eric Piesner led the transaction in collaboration with KLA-Koury Lopes Advogados in Brazil.

Paul Hastings has represented CITIC Securities Corporate Finance (HK) Ltd as the sole sponsor and CLSA Ltd as the sole global coordinator, book-runner and lead manager in respect of Poly Cultural Group Corporation Ltd’s US$331 million global offering and listing of its H-shares on the HKSE. Poly Cultural Group is a leading culture and art enterprise in China with diversified business operations covering art business and auction, performance and theater management, and cinema investment and management. Partners Raymond Li, Steven Winegar and Zhaoyu Ren led the transaction.

Paul Hastings has also advised Gemdale (Asia) Investment Ltd, a wholly-owned subsidiary of Famous Commercial Ltd, in respect of its issuance of RMB1.05 billion (US$171m) guaranteed bonds due 2017. Standard Chartered Bank (Hong Kong) Ltd, CICC HK Securities, Credit Suisse, DBS Bank Ltd, Deutsche Bank, The Hongkong and Shanghai Banking Corporation and Industrial and Commercial Bank of China (Asia) Ltd acted as the underwriters. The Hongkong and Shanghai Banking Corporation also acted as the trustee. The Bonds will be unconditionally and irrevocably guaranteed by Famous, Kudos International Company Ltd, Dignity Commercial Company Ltd, Gemdale Laureate Ltd, Evergreen Commercial Company Ltd and Jade Commercial Company Ltd. Gemdale and the subsidiary guarantors are wholly-owned subsidiaries of the Shanghai-listed Gemdale Corporation, one of the leading large-scale integrated residential property developers in China. Partner Vivian Lam led the transaction.

Rajah & Tann has represented Fu Yu Corporation Ltd in respect of the voluntary conditional cash partial offer by Ng Hock Ching to acquire approximately 10.3 percent of the total number of issued ordinary shares in the capital of the company, other than shares held in treasury and shares already owned, controlled or agreed to be acquired by the offeror or any party acting in concert with him. Fu Yu is one of the largest manufacturers and suppliers of high-precision injection moulds and plastic parts in Asia and currently has 11 plants in Singapore, Malaysia and China. Taking a vertically integrated approach from design to assembly, the markets that the company serves include IT, telecom, automotive, medical, electronic and electrical appliance sectors. Partner Danny Lim led the transaction which was valued at S$6.3 million (US$4.96m) and is yet to be completed.

Rajah & Tann is also representing Lifebrandz Ltd in respect of its S$3.44 million (US$2.7m) placement of shares to private investors to fund working capital and repayment of shareholder’s loan. Lifebrandz is engaged in brand development and management, with interests in lifestyle-related and entertainment sectors, and leveraging on its core competence in developing brands. Partners Danny Lim and Chia Lee Fong are leading the transaction which was signed on 26 February 2014 and is yet to be completed.

Shook Lin & Bok is acting for SunVic Chemical Holdings Ltd in respect of a proposed joint venture with Arkema Asie SAS which involves the proposed disposal of all SunVic’s acrylic acid and acrylate esters production facilities for an estimated RMB3.9 billion (US$635.3m) upon completion of the entire deal. Partners Wong Gang and Tan Wei Shyan are leading the transaction.

Shook Lin & Bok has also acted for HSBC Institutional Trust Services (Singapore) Ltd as the trustee in respect of the S$300 million (US$236.8m) 5.75 percent perpetual capital securities issued by SGX-listed Hyflux Ltd, a global fully-integrated water solutions company. Partner Pok Eu Jin advised on the transaction.

Skadden has acted as Hong Kong, Japanese and US counsel to Fast Retailing, the global clothing retailer headquartered in Tokyo, in respect of its listing of Hong Kong depositary receipts (HDRs) on the HKSE. Best known for its UNIQLO brand, Fast Retailing has a US$36.4 billion market capitalisation and is the largest clothing retailer in the Asia Pacific as well as the fourth-largest specialty store retailer of private-label apparel in the world. This transaction is the first Hong Kong listing filed and completed under the joint policy statement regarding the listing of overseas companies issued by the HKSE and the Securities and Futures Commission in September 2013. The transaction was also the first listing of HDRs in Hong Kong since 2011 and the first secondary listing in Hong Kong since 2011. Morgan Stanley Asia Ltd acted as the sole sponsor. Fast Retailing’s stock will continue to have its primary listing on the first section of the Tokyo Stock Exchange. Partners Christopher Betts, Nobuhisa Ishizuka and Edward Lam led the transaction. Paul Hastings, led by partners Catherine Tsang and Scott Saks, advised JPMorgan Chase Bank NA as the depositary bank on Fast Retailing’s secondary listing.

Slaughter and May Hong Kong has advised Arcadis NV, the global natural and built asset design and consultancy firm listed in the Netherlands, in respect of the acquisition of the inProjects group and the Genesis group. These groups operate project management, store fitting and sourcing businesses in various jurisdictions across the Asian Pacific region, including China, Hong Kong, India, Singapore and Macau. Partner David Watkins led the transaction which was announced on 3 March 2014.

Soewito Suhardiman Eddymurthy Kardono has acted as Indonesian counsel to Woori Bank of South Korea in respect of its purchase of a 33 percent stake in Indonesia’s Bank Himpunan Saudara 1906 for IDR713.1 billion (US$62.7m). Securing approval from Indonesia’s central bank, Bank Indonesia, for the purchase took about 18 months amid an evolving regulatory environment for bank acquisitions in the country. Bank Saudara is listed on the Indonesia Stock Exchange, so the deal also required the navigation of capital market rules for bringing in a foreign bank as a significant shareholder. Woori Bank has had a presence in Indonesia since 1992 through Bank Woori Indonesia, which deals mainly with Korean companies operating in the country. With this purchase, the Korean lender hopes to increase its presence in the dynamic Indonesian market. Bank Saudara is part of the Medco Group, a business conglomerate involved mainly in the energy sector. Partner Fahrul S Yusuf led the transaction.

Trilegal has advised a consortium comprised of TAQA, the international energy and water company primarily owned by the Abu Dhabi government, Indo-Infra Inc, a wholly-owned subsidiary of Canadian Public Sector Pension Investment Board (PSP), and India Infrastructure Fund–II, a fund managed by IDFC Alternatives Ltd (IIF II), in respect of definitive agreements to purchase the 300M MW Baspa Stage II and 1091 MW Karcham Wangtoo hydro-electric power plants from Jaiprakash Power Ventures Ltd. The deal is one of the biggest foreign direct investment transactions in India in recent times and one of the most significant in the Indian power sector. After this acquisition, the purchasers will be one of the largest private players in the hydro power sector in India. Partners Yogesh Singh and Saurabh Bhasin led the transaction which was valued at approximately US$616 million. Vaish & Associates, led by partner Bomi Daruwala, acted for Jaiprakash Power Ventures Ltd. AZB & Partners, led by partner Ashwin Ramanathan, advised Canadian Public Sector Pension Investment Board (PSP).

Wong & Partners, member firm of Baker & McKenzie International, has advised AIF Capital Asia IV LP in respect of its acquisition of a stake in NV Multi Asia Sdn. The transaction is AIF’s first portfolio investment in a portfolio company in Malaysia. Partner Munir Abdul Aziz led the transaction with partners Wong Ai Ai, Mark Innis and Dorothea Koo.

WongPartnership has advised Citigroup Global Markets Singapore Pte Ltd in respect of the investment in Global Logistic Properties Ltd (GLP) and its wholly-owned subsidiary Iowa China Offshore Holdings (Hong Kong) Ltd by a consortium of state-owned enterprises and leading financial institutions, including Bank of China Group Investment Ltd, HOPU Logistics Investment Management Company Ltd, as well as certain present and future GLP employees. Partners Ng Wai King and Dawn Law led the transaction.

WongPartnership is also acting for Chemoil Energy Ltd in respect of its proposed voluntary de-listing from the SGX and exit offer by Singfuel Investment Pte Ltd, an indirect wholly-owned subsidiary of Glencore Xstrata plc, to acquire all shares not already owned, controlled or agreed to be acquired by Singfuel Investment. Partners Andrew Ang and Dawn Law led the transaction.

Deals – 6 March 2014

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AZB & Partners has advised the promoters of Shree Renuka Sugars Ltd (SRS) in respect of the acquisition by Wilmar Sugar Holdings Pte Ltd of up to 27.5 percent of the post issue shareholding in SRS for approximately INR5.1 billion (US$82m); the open offer by Wilmar Sugar Holdings and the promoters of SRS for 26 percent of the share capital of SRS for approximately INR5.32 billion (US$85.6m); and the acquisition of additional shares in SRS for approximately INR7.2 billion (US$115.8m). Partner Anil Kasturi led the transaction which was signed on 20 February 2014 and is yet to be completed.

AZB & Partners has also advised Bamboo Finance, as investment manager to Oasis Capital (Mauritius) Ltd, in respect of Oasis Capital’s acquisition of 29.41 percent of Modern Family Doctor Private Ltd. Saama Capital acquired further equity shares which, together with its existing investment in the target, had given Saama Capital 25.29 percent of Modern Family Doctor. Partner Srinath Dasari led the transaction which was completed on 17 February 2014 and was valued at approximately US$4 million.

Clayton Utz has advised Macquarie Capital (Australia) Ltd and Evans and Partners Pty Ltd, as joint lead managers and book-runners, in respect of the A$61.2 million (US$54.7m) raising by Saracen Mineral Holdings Ltd. The raising comprises a A$27.7 million (US$24.8m) institutional share placement to institutional and sophisticated investors, undertaken via the institutional bookbuild. The underwritten floor price is A$0.31 (US$0.28) per share with an accelerated 2 for 11 non-renounceable entitlement offer at the same price as the placement (A$0.31) (US$0.28) to raise total proceeds of A$33.6 million (US$30m). Partner Mark Paganin led the transaction which was announced on 25 February 2014.

King & Wood Mallesons has advised Fife Capital Funds Ltd, the responsible entity for the Australian Industrial REIT (ANI), in respect of the A$81.2 million (US$72.6m) acquisition of a portfolio of six industrial properties from Primewest. ANI will partially fund its planned purchase with a A$56.4 million (US$50.4m) equity raising, undertaking a fully underwritten 1 for 2.4 accelerated non-renounceable entitlement offer. The properties are located in well-established industrial precincts in Melbourne and Perth, and will increase the value of ANI’s portfolio to A$286.5 million (US$256.2m) on a pro forma basis. Partners Brian Murphy and Stuart Dixon-Smith led the transaction. Gadens Lawyers, led by partner Andrew Kennedy, acted for Primewest.

Paul Hastings is advising CDH Investments, a leading asset fund manager focusing on investments in private equity, venture capital, real estate, mezzanine and public equity markets, in respect of the US$40 million acquisition from Eldorado Gold Corporation of a 20 percent interest in the Eastern Dragon project, a gold mine in Heilongjiang Province, China. Partners Vivian Lam and Nan Li are leading the transaction.

Rajah & Tann has advised SGX-listed Hwa Hong Corporation Ltd in respect of the disposal of its entire interest in Phratra Sdn Bhd to Nam Heng Oil Mill Co Sdn Bhd and Guan Meng Kuan for an aggregate consideration of RM17 million (US$5.18m). Phratra Sdn Bhd is incorporated in Malaysia and owns 51 pieces of freehold land located along Jalan Kluang in Batu Pahat, Johor, Malaysia. Partners Lawrence Tan and Soh Chai Lih, with partner Yon See Ting from the firm’s Malaysian office, Christopher & Lee Ong, led the transaction which was completed on 17 February 2014.

Skadden has advised BNP Paribas Securities (Asia) Ltd as sole sponsor and sole global coordinator in respect of the HK$698.8 million (US$90m) global offering and listing of shares on the HKSE of China Metal Resources Utilisation Ltd (CMRU), a copper recycler and producer of downstream copper products based in China. CMRU is among the first Chinese companies taken-private from a US stock exchange to have re-listed some of its business in Hong Kong. Partners Alec Tracy and Christopher Betts led the transaction.

Please note, due to staff holidays the remainder of this week’s deals will appear in next week’s Weekly Briefing. Apologies for any inconvenience.

Deals – 27 February 2014

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Allen & Gledhill has advised Fraser and Neave Ltd (F&N) in respect of the de-merger of its property business by effecting a distribution in specie of all the ordinary shares in the issued share capital of Frasers Centrepoint Ltd (FCL) to shareholders of F&N and listing by way of an introduction of FCL’s shares on the SGX-ST. Partners Rhys Goh, Lee Kee Yeng, Richard Young and Christopher Ong led the transaction.

Allen & Gledhill has also advised Keppel Land Ltd and its wholly owned subsidiaries, Cesario Pte Ltd and Keppel Land (Indonesia) Pte Ltd, in respect of the circa S$42 million (US$33.25m) acquisition of a three hectare site comprising two land parcels in West Jakarta for the development of a high-rise condominium. The acquisition was done through the purchase of an Indonesian company PT HGN, which will be nominated by the Keppel subsidiaries as the legal purchaser for the site after PT HGN has been converted to a PMA (Penanaman Modal Asing) company, and separate land purchase agreements with different vendors for PT HGN’s purchase of the site. Partner Penny Goh led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as Indian counsel to Delaware-based Endurance International Group Inc in respect of its US$110 million 100 percent acquisition of the web hosting and domain name registration business of Directi Group by purchasing two primary companies, namely PDR Solutions FZC UAE and Directi Web Technology Private Ltd India, from the Directi Group. The transaction, which closed on 23 January 2014, involved splitting of the web hosting and domain name registration business of the Directi group into two different verticals. One of the verticals was transferred to a UAE-based company and the other was transferred to an Indian company, both of which were subsequently acquired by Endurance through its group companies in Singapore. Partners Shilpa Mankar Ahluwalia and Ranjan Negi led the transaction whilst Wilmer Cutler Pickering Hale and Dorr acted as lead counsel.

AZB & Partners has advised Fairbridge Capital (Mauritius) Ltd (FCML) in respect of its acquisition of 6.25 million compulsorily convertible preference shares of Thomas Cook India Ltd (TCIL). Each compulsorily convertible preference share is convertible into 62.5 million equity shares of the company to FCML, being the promoter of TCIL. Partner Ashwin Ramanathan led the transaction which was signed on 7 February 2014 and was valued at approximately US$90 million.

Clayton Utz has advised Macquarie Capital (Australia) Ltd and UBS AG Australia Branch as joint lead managers, book-runners and underwriters in respect of the A$88.5 million (US$79.9m) placement by Perth-based Western Areas Ltd. The raising comprises a fully underwritten A$88.5 million (US$79.9m) institutional share placement to institutional and sophisticated investors, undertaken via institutional book-build with an underwritten floor price of A$3 (US$2.71) per share. Western Areas’ equity raising will also comprise a non-underwritten share purchase plan. Partner Mark Paganin led the transaction which was announced on 18 February 2014.

Clayton Utz has also advised CBA Equities Ltd, as lead manager and underwriter, in respect of the A$132 million (US$119m) entitlement offer by APN News & Media Ltd. The offer comprises a fully underwritten approximately A$112 million (US$101m) institutional component, which successfully completed on 21 February 2014, and a fully underwritten approximately A$20 million (US$18m) retail component, due to open on 27 February 2014. The raising is being undertaken to part fund APN’s acquisition of 100 percent of Australian Radio Network Pty Ltd and The Radio Network Ltd from Clear Channel Communications Inc. In connection with this acquisition, a bridge facility was provided. The firm also advised the bridge provider associated with the acquisition. Partner Stuart Byrne, supported by partner Alex Schlosser, led the transaction.

Clifford Chance has advised HKSE-listed Dongfeng Motor Group Co, one of the largest automobile manufacturers in China, in respect of its proposed equity investment in PSA Peugeot Citroen Group, Europe’s second-biggest car maker. Under the memorandum of understanding, Dongfeng and the French Republic will inject approximately €1.6 billion (US$2.2b) in PSA. After closing, Dongfeng, the French Republic and the Peugeot family will hold the same number of shares in PSA. The transaction will be made in the context of a €3 billion (US$4.13b) capital increase by PSA comprising a €1.05 billion (US$1.44b) reserved capital increase and a €1.95 billion (US$2.68b) rights offering. PSA will also issue warrants to existing shareholders. In parallel there will be an extension of the on-going cooperation between Dongfeng and PSA which have established their first China joint venture in 1992. The transaction is subject to the parties signing binding final documentation and obtaining approvals from relevant regulatory authorities and PSA shareholders. Dongfeng and PSA have been JV partners in China for more than 20 years. Partners Tim Wang and Kelly Gregory, supported by partners Thierry Schoen and Emmanuel Durand, co-led the transaction. Slaughter and May Hong Kong, led by partner Benita Yu, is also advising Dongfeng.

Clifford Chance has also advised Royal Dutch Shell plc (Shell) in respect of the binding agreement to sell Shell’s Australia downstream businesses to Vitol for approximately A$2.9 billion (US$2.6b). The sale covers Shell’s Geelong Refinery and 870-site retail business, along with its bulk fuels, bitumen, chemicals and part of its lubricants businesses in Australia. It also includes a brand licence arrangement and an exclusive distributor arrangement in Australia for Shell Lubricants. It does not include the aviation business, which will remain with Shell Group, or the lube oil blending and grease plants in Brisbane, which will be converted to bulk storage and distribution facilities. The deal is subject to regulatory approvals and is expected to close in 2014. Partners Kathy Honeywood, Geraint Hughes and Tracey Renshaw led the transaction.

Davis Polk has advised Huai River Investment Ltd, a subsidiary of Tencent Holdings Ltd, in respect of its investment in Dianping Holdings Ltd. Tencent is subscribing to convertible preferred shares representing a 20 percent stake in Dianping. Founded in 1998, Tencent is one of China’s largest and most widely used internet service portals. Dianping is one of China’s leading local life information and trading platform and an online independent third-party consumer service rating site. It also provides group-buying, e-membership cards, online restaurant reservations and other online to offline services. Partner Kirtee Kapoor led the transaction which was completed this month.

DLA Piper has advised Fosun International in respect of its RMB210.5 million (US$34.37m) investment in, and strategic partnership with, food and beverage chain Secret Recipe to become the second largest shareholder of Malaysia’s well-known restaurant chain. Established in 1997, Secret Recipe is Southeast Asia’s largest casual dining chain group with over 300 restaurants across Asia. Secret Recipe also holds a strategic partnership with NYSE-listed Darden Restaurants Inc, a leading restaurant chain in North America. The transaction is the first investment by Fosun into an overseas restaurant chain and is aligned with its strategy of investments in overseas assets in sectors that would significantly benefit from China’s growth momentum. Fosun’s investment in Secret Recipe is its first investment in Malaysia and will allow the Fosun Group to invest into the ASEAN markets. The partnership will also enable Secret Recipe to further its expansion plans of growing the brand internationally, in particular in China where outlets are expected to double by 2015 from more than 50 outlets currently. Partner Heng Loong Cheong led the transaction which was announced on 15 February 2014.

ELP has represented Bharti Airtel Ltd in respect of an appeal filed by the Service Tax Department against Bharti Airtel in Delhi High Court regarding the order of the Service Tax Appellate Tribunal setting aside demand of service tax on liaison charges. The Delhi High Court dismissed the appeal in limine without requiring a consideration on merits of the matter. Partner Sonu Bhatnagar led the matter which still awaits the final order of the High Court.

Gide has advised TTF, a luxury jewellery designer, in respect of its establishment in France. TTF was founded by Frank Wu in 2002. It is recognised for its work with highly respected designers and artists from around the world to produce unique pieces of jewellery. Partners Fan Jiannian and David Boitout led the transaction.

Gide has also advised Chinese company ICICLE, a renowned high-end fashion brand, in respect of its establishment in France. Founded in 1997 in Shanghai, ICICLE is one of China’s most respected fashion brands and the country’s first on the eco-friendly clothing manufacturing segment. Partners Fan Jiannian, David Boitout and Arnaud Michel led the transaction.

Herbert Smith Freehills has represented China Metal Resources Utilization Ltd (CMRU) in respect of its HK$698.8 million (US$90m) Hong Kong public offering and Regulation S global offering. The Hong Kong public offering was over-subscribed by 17.92 times. CMRU’s shares commenced trading on the HKSE on 21 February 2014. The listing of CMRU represents one of the first few take-private Chinese companies to have re-listed some of its businesses in Hong Kong. CMRU was formerly part of Gushan Environmental Energy Ltd when it was first listed on the NYSE in 2007. The company was taken private in 2012. BNP Paribas Securities (Asia) Ltd was the sole sponsor and sole global coordinator on the transaction. Partner Jason Sung, supported by partner Kevin Roy, led the transaction.

HSA Advocates has advised the management of Itochu Textile Materials (Asia) Ltd (Itochu Asia), a wholly-owned subsidiary of Itochu Corporation Japan, in respect of its strategic exit from BSE and NSE listed Patspin India Ltd. Incorporated in 1991, Patspin India was promoted by GTN Textiles under B K Patodia as chairman and Umang Patodia as managing director. Patspin India set up a 100 percent EOU to manufacture medium and fine counts, combed or gassed yarn with financial assistance from Itochu Corporation and Kerala State Industrial Development Corporation. Partners Anjan Dasgupta and Nand Kishore led the transaction.

J Sagar Associates, along with DLA Piper Germany, advised the TUV Rheinland Group, through its Indian subsidiary, in respect of a slump sale in the acquisition of NIFE Kochi, a fire and safety educational courses provider. Headquartered in Cologne, Germany, TUV Rheinland is a global provider of technical, safety, and certification services. Partner Murali Ananthasivan led the transaction.

J Sagar Associates has also advised Goldman Sachs in respect of its INR3.15 billion (US$50.9m) investment, along with Mitsui Global Investment (Mitsui), a unit of Mitsui & Co Ltd Japan, in Global Beverages & Foods Private Ltd (GBFP). A startup venture in the FMCG sector, GBFP is promoted by A Mahendran, former managing director of Godrej Consumer Products Ltd, who will invest in GBFP along with the two investors. Mahendran will be the chairman and managing director of GBFP. Partners Akshay Chudasama and Mithun V Thanks led the transaction. Mitsui was represented by Nishith Desai Associates Mumbai whilst GBFP and Mahendran were represented by Trilegal Mumbai.

Luthra has acted for Lanco Group in respect of an agreement with Tejassarnika Hydro Energies Pvt Ltd, a subsidiary of Greenko Energies, to divest 100 percent stake in 70 MW Lanco Budhil Hydro Power Project (BHP). The divestment has been disclosed at NSE and BSE. Lanco Infratech Ltd has informed BSE that its subsidiary Lanco Hydro Power Ltd (LHPL) has signed an agreement with Tejassarnika Hydro Energies, a subsidiary of Hyderabad-based Greenko Energies Ltd, to divest 100 percent stake in 70 MW Lanco BHP. LHPL has also entered into an MOU to sell two small hydro power plants of 5 MW each located in the Kangra district of Himachal Pradesh to Greenko Energies Ltd. Partner Pranjal Bora led the transaction.

Majmudar & Partners has advised State Bank of India in respect of the extension of guarantees in relation to a A$10 million (US$9m) term loan provided to Riverina Oil and Bio Energy Pty Ltd Australia. Partner Prashanth Sabeshan led the transaction whilst Hunt & Hunt Lawyers acted as Australian counsel. Infinitus Law Corporation acted as Singapore counsel to Riverina Oil and Bio Energy.

Majmudar & Partners has also advised Bank of Baroda in respect of the guarantee issuance in relation to a A$16.5 million (US$14.9m) facility provided to Riverina Oil and Bio Energy Pty Ltd Australia. Partner Prashanth Sabeshan also led the transaction whilst Hunt & Hunt Lawyers also acted as Australian counsel.

Maples and Calder is acting as Cayman Islands counsel to Alibaba Group Holdings Ltd in respect of its US$1.58 billion acquisition of Beijing-based digital mapping company AutoNavi Holdings Ltd. Nasdaq-listed AutoNavi offers digital map content and navigation solutions in China for mobile and internet platforms. The transaction will allow Alibaba to enhance further its online business platform with greater services to users. Partner Greg Knowles is leading the transaction.

Morrison & Foerster is advising Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities in China, Japan and Brazil, in respect of its landmark agreement with a group of strategic partners. The transaction, valued at US$2.5 billion, is expected to substantially strengthen and further develop GLP’s logistics network in China. Partners Eric Piesner and Marcia Ellis led the transaction.

Norton Rose Fulbright has advised Chinese construction company CNQC Development Ltd in respect of a HK$540 million (US$69.6m) acquisition of 75 percent of the issued share capital of Sunley Holdings Ltd. The share purchase agreement was signed on 11 February 2014. Completion is expected to take place by end of March 2014, subject to the conditions to completion under the agreement. CNQC is a subsidiary of Guotsing Holding Group Co Ltd which, together with its key operating subsidiary, Qingjian, is engaged in the business of domestic and international construction projects and investment, real estate development, capital management, logistics and design consulting. HKSE-listed Sunley Holdings is principally engaged in the foundation business and machinery rental business in Hong Kong. Partner Psyche Tai led the transaction. Loong & Yeung advised Sunley Holdings Ltd.

Rajah & Tann has advised SGX-ST listed Nico Steel Holdings Ltd in respect of its S$877,500 (US$694,328) placement of new shares to Bay Eagle Ventures Ltd. The placement is intended to fund preliminary exploratory studies into the feasibility of the company venturing into upstream minerals related businesses. The group currently provides international grade metal alloys and innovative metallurgical solutions to industries, including the HDD, telecommunications, consumer electronics, computer peripherals and other industries. Partners Danny Lim and Chia Lee Fong led the transaction which was completed on 14 February 2014.

Rajah & Tann has also acted as Singapore counsel to SGX-ST listed Ascott Residence Trust in respect of its RMB468.3 million (US$76.45m) acquisition from Winner Sight Investments Ltd of interest in Wangze (Dalian) Enterprise Co Ltd, which holds a serviced residence property in Dalian, PRC. The 195-unit serviced residence offers a range of one to three-bedroom apartments and penthouses, and is the first international serviced residence in Dalian Development Area. Gateway Capital Real Estate Fund II LP acted as vendor’s guarantor. Partners Danny Lim and Chia Lee Fong led the transaction which is expected to be completed by 31 July 2014.

Sidley Austin has advised New Heritage Holdings Ltd, a property development and investment group based in China, in respect of the share-sale agreement for China LVGEM Property Holdings to acquire a 64.83 percent equity interest in the group at a total investment of HK$945 million (US$121.7m). New Heritage Holdings is focussing mainly on investments in Suzhou, Jiangsu Province. Partner Gloria Lam led the transaction.

Slaughter and May Hong Kong and Beijing has advised ICBC International Investment Management Ltd in respect of its acquisition of a majority interest in an investment company from, and the formation of a joint venture with, Rueyyuan Holding Company Ltd to invest in certain commercial properties in the People’s Republic of China. ICBC International Investment Management is part of the investment banking arm of Industrial and Commercial Bank of China, one of the world’s largest banks, whilst Reuyyan Holding Company is a wholly-owned subsidiary of HKSE-listed Beijing Capital Land Ltd. Partner Lisa Chung led the transaction.

Sullivan & Cromwell has represented JobStreet Corporation Berhad (Malaysia) in respect of its proposed sale of certain of its businesses in Singapore, Malaysia, Philippines, Indonesia, Vietnam and Hong Kong to SEEK Ltd (Australia), a significant shareholder of JobStreet. The aggregate purchase price for the sale is MYR1.73 billion (US$527.8m), a portion of which will be paid by way of a dividend waiver by SEEK. Partners Garth W Bray and Kay Ian Ng led the transaction which was announced on 19 February 2014.

Walkers is acting as Cayman Islands and British Virgin Islands counsel to Global Logistic Properties Ltd in respect of the US$2.5 billion investment by a consortium of Chinese investors led by private equity firm Hopu Funds and Bank of China Investments Ltd. Partners Thomas Granger and Andrew Miller led the transaction.

WongPartnership is advising Pan-United Corporation Ltd in respect of the acquisition by its subsidiary of a 90 percent equity interest in Changshu Changjiang International Port Co Ltd. Partners Rachel Eng and Tan Sue-Lynn led the transaction.

WongPartnership has also acted for DBS Bank Ltd and Oversea-Chinese Banking Corporation Ltd, as joint arrangers and dealers, as well as The Bank of New York Mellon, as trustee, issuing and paying agent, calculation agent, transfer agent, registrar and principal agent, in respect of the establishment of a US$300 million multi-currency medium term note programme by SiS International Holdings Ltd. Partners Hui Choon Yuen, Goh Gin Nee, Colin Ong and Khoo Yuh Huey led the transaction.

Deals – 20 February 2014

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Allen & Gledhill has advised OUE Commercial REIT Management Pte Ltd, as the manager of OUE C-REIT, and OUE Ltd, as the sponsor of OUE C-REIT, in respect of OUE C-REIT’s IPO. The gross proceeds raised from the IPO and cornerstone tranche were approximately S$346.4 million (US274.8m), potentially up to S$379.7 million (US$301m) if the over-allotment option is exercised in full. In connection with the IPO, the firm also advised on the acquisition of OUE C-REIT’s initial portfolio appraised at approximately S$1.6 billion (US$1.27m) comprising of the OUE Bayfront property in Singapore and the Lippo Plaza property in Shanghai, China. Partners Jerry Koh, Ho Kin San and Chua Bor Jern led the transaction.

Allen & Gledhill has also advised an entity wholly-owned by CapitaLand Ltd, CapitaMalls Asia Ltd and CapitaMall Trust in respect of the S$579.4 million (US$459.7m) sale of a strata-titled 20-storey office building known as Westgate Tower in Singapore to a consortium comprising Low Keng Huat (Singapore) Ltd and Sun Venture Homes Pte Ltd. Partners Margaret Soh, Ernest Teo, Teh Hoe Yue and Gloria Goh led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as Indian counsel to Madison India Capital Management LLC in respect of its acquisition of a minority stake (through primary as well as secondary investment) in iYogi Ltd, a Mauritius-incorporated company which holds the entire share capital of iYogi Technical Services Private Ltd, a company which provides computer related technical support. The transaction documents were executed on 18 December 2013 whilst the first closing occurred in January 2014. Partner Akila Agrawal led the transaction.

Amarchand Mangaldas is also acting as counsel in respect of the proposed amalgamation of Kalyani ALSTOM Power Ltd with ALSTOM Bharat Forge Power Ltd. The company application in relation to the scheme was filed before the Delhi High Court on 10 February 2014 and is currently pending approval. Partners Akila Agrawal, Anirudh Das and Shweta Shroff Chopra are leading the transaction.

ATMD Bird & Bird is advising in respect of the proposed exit offer and delisting of SGX-ST listed Malacca Trust Ltd, a company which provides a wide range of financial services to a diverse customer base in the Indonesian market. It has a market capitalization of approximately S$90.2 million (US$71.5m). The offeror is Beacon Peak Capital Pte Ltd, an investment holding company held by the Executive Director and CEO of Malacca Trust as well as other founding and/or controlling shareholders of the company. Partner Marcus Chow is leading the transaction.

ATMD Bird & Bird has also advised Investec Bank plc as sponsor, financial advisor, book-runner and broker in respect of the IPO of Servelec Group plc on the LSE, following the sale by CSE Global Ltd of its entire holding in Servelec for £122 million (US$203.8m). Servelec operates two divisions, namely healthcare and automation. Partners Richard Eaton and Marcus Chow led the transaction.

AZB & Partners has advised CPPIB Credit Investments Inc, a wholly owned subsidiary of Canada Pension Plan Investment Board (CPPIB), in respect of a venture between CPPIB and Piramal Enterprises Ltd for providing rupee debt financing to residential projects across India’s major urban centres. CPPIB has committed to acquire rupee debt financing of approximately US$250 million. Partner Ashwin Ramanathan led the transaction which was signed on 12 February 2014.

AZB & Partners has also advised WestBridge Crossover Fund LLC and Jwalamukhi Investment Holdings in respect of the approximately US$10.2 million acquisition of an aggregate 24.9 percent stake in DFM Foods Ltd from two of the company’s promoter shareholders. Partners Ajay Bahl and Gautam Saha led the transaction which was completed on 30 January 2014.

Baker & McKenzie has advised Standard Chartered Bank (Hong Kong) Ltd and Hang Seng Bank Ltd as the joint coordinators in respect of the US$558 million two-tranche onshore offshore financing for certain entities being advised by Phoenix Property Investors Ltd, a Cayman Island fund management firm. The financing consists of a HK$2.2 billion (US$283.7m) offshore tranche and a RMB1.63 billion (US$268.65m) onshore tranche. The offshore tranche, which has a HK$1.86 billion (US$239.8m) sub-tranche for acquisition of a real estate project and a HK$350 million (US$45m) sub-tranche for further related activities, is collateralised by a mixed used development in the PRC. The onshore tranche is split into an RMB890 million (US$146.7m) and a RMB740 million (US$122m) facility for two onshore companies holding the project. Partner Sally Hung led the transaction.

Clifford Chance has advised the joint lead managers and book-runners in respect of the issue of US$500 million subordinated perpetual capital securities callable 2019 by Moon Wise Global Ltd, a wholly-owned subsidiary of Greentown China Holdings Ltd, a leading property developer in China. The subordinated perpetual capital securities are listed on the HKSE. The joint lead managers and joint book-runners were BNP Paribas Hong Kong Branch, Deutsche Bank AG Singapore Branch, Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corporation Ltd, Macquarie Capital Securities Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch. Counsel Angela Chan, with Mark Chan and Michael Weaver, led the transaction.

Clifford Chance has also advised the joint lead managers and book-runners in respect of the issue of US$500 million 4.25 percent credit-enhanced bonds due 2019 by China Shipping Overseas Finance 2013 Ltd, an indirectly wholly-owned subsidiary of China Shipping (Group) Company. The joint global coordinators, joint lead managers and joint book-runners include Bank of China, Deutsche Bank, BofA Merrill Lynch, Australia and New Zealand Banking Group Ltd, Bank of Communications Co Ltd Hong Kong Branch, Barclays Bank PLC, DBS Bank Ltd and ING Bank NV Singapore Branch. The credit enhancement is by way of an irrevocable standby letter of credit issued by Bank of China Ltd Macau Branch. This is the first time that China Shipping, the second largest shipping company by assets in the PRC, has tapped the international US$ bond market. Partner Connie Heng led the transaction.

Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR2 billion (US$32.18m) bridge loan facility sanctioned to Jaiprakash Power Ventures Ltd for funding/refinancing its on-going and new infrastructure projects and for repayment /prepayment of corporate loans. Girish Rawat led the transaction.

DLA Piper has acted for Fosun International Ltd in respect of the majority acquisition of the largest insurer in Portugal for around €1 billion (US$1.37b). Fosun will acquire up to 85 percent of the share capital and voting rights of Fidelidade Companhia de Seguros SA, 80 percent of the share capital and voting rights of Multicare Seguros de Saúde SA, and 80 percent of the share capital and voting rights of Cares Companhia de Seguros SA (collectively referred as Fidelidade), all of which are wholly-owned subsidiaries of Caixa Seguros e Saúde SGPS SA, the insurance arm of a state-owned bank Caixa Geral de Depósitos SA (CGD) in Portugal. CGD is the largest bank in Portugal whilst Fidelidade is the largest insurance company in Portugal. Partner Paul Chen led the transaction. The firm worked with ABBC, led by Nuno Azevedo Neves, in Portugal.

Han Kun has represented Ovation Entertainment Ltd in respect of its transfer of 75 percent equity interest in Lefeng.com to NYSE-listed Vipshop Holdings Ltd, China’s leading online discount retailer for brands. Lefeng owns and operates the online retail business conducted through lefeng.com, an online retail website which specialises in selling cosmetics and fashion products in China.

HSA Advocates has advised Rockman Industries Ltd and its promoter Suman Kant Munjal in respect of definitive agreements to acquire a majority equity stake in Chennai-based Sargam Diecastings Private Ltd. Rockman is part of the Hero Group, a leading manufacturer of aluminium dye and machined and painted assemblies, as well as one of largest suppliers of drive chains and timing chain to Hero Honda, the world’s largest two-wheeler company. The transaction marks the first entry of a Hero Group Company into Tamil Nadu. Sargam Diecastings is an automotive component/aluminium dye manufacturing company with its state of the art manufacturing facility located at SIPCOT Industrial Complex, Cheyyar. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. Universal Legal, led by partner Kavitha Vijay, advised Sargam Diecastings Private Ltd and its promoters.

J Sagar Associates has advised the Carlyle Group and management shareholders of Cyberoam Technologies Private Ltd in respect of the sale of their 100 percent shareholding in Cyberoam to Sophos Ltd. Cyberoam is a leading unified threat management / network security solutions (UTM) company based in Ahmedabad, India. The firm had also advised the Carlyle Group when it invested in Elitecore Technologies Private Ltd in 2007. Cyberoam was formed pursuant to a demerger of Elitecore’s UTM business. Partners Somasekhar Sundaresan and Vikram Raghani led the transaction. Sophos was advised by DLA Piper and Khaitan & Co.

Khaitan & Co has advised ECL Finance Ltd in respect of the IPO of secured redeemable non-convertible debentures for approximately US$80 million. ECL Finance is one of the leading systemically important non-deposit taking NBFCs focused on offering a broad suite of secured corporate loan products and retail loan products which are customized to suit the needs of the corporates, SMEs and individuals. ECL Finance is a part of the Edelweiss Group, one of India’s prominent financial services organizations. Executive Director Sudhir Bassi and partners Nikhilesh Panchal and Vibhava Sawant led the transaction.

Khaitan & Co has also advised Piramal Enterprises Ltd (India) (PEL) and IndiaReit Fund Advisors Pvt Ltd in respect of the formation of a debt fund platform with initial aggregate size of US$500 million, where PEL and Canada Pension Plan Investment Board each committed US$250 million. The fund will provide rupee debt financing to residential projects across India’s major urban centres. The debt fund will be managed by IndiaReit, the real estate private equity arm of PEL. PEL, a flagship company of the Piramal Group, is a globally integrated enterprises company. IndiaReit is one of the leading domestic private equity fund advisory company which advises fund aggregating over US$1 billion. It is a part of the Piramal Group. Partner Siddharth Shah, with assistance from partner Bijal Ajinkya, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to China Resources Land Ltd, one of the leading property investment and development companies in the PRC, in respect of its establishment of a US$2 billion medium term note programme within a period of 12 months by way of debt issues to professional investors only. The programme is listed on the HKSE. ABC International, BofA Merrill Lynch, DBS, HSBC and UBS acted as joint book-runners and lead managers. Greg Knowles and Derrick Kan led the transaction whilst Clifford Chance acted as English counsel. Linklaters acted as English counsel to the dealers and the trustee.

Norton Rose Fulbright has advised Partners Group in respect of the successful closing of a US$250 million investment to develop a dedicated Japanese solar platform. Partners Group is a global private markets investment management firm with over €30 billion (US$41.18M) in investment programmes under management. The investment consortium, co-led by Partners Group and Equis Funds Group, included investors such as Babson Capital, LG Super and Qantas Superannuation and was established to fund the construction of utility-scale solar power plants across Japan. Japan Solar will partner with Nippon Renewable Energy KK which owns and will develop a pipeline of over 300MW of Japanese solar projects over the next two years. Nippon Renewable Energy KK has contracted four projects totalling 47.5MW which will commence construction imminently having completed financing and construction documentation. The transaction closed on 21 January 2014. Partner Chris Viner led the transaction whilst Mori Hamada & Matsumoto acted as Japanese counsel. Sidley Austin advised Equis Funds Group.

Paul Hastings has advised Bank of Philippine Islands (BPI), a member of the Ayala Group and the third-largest lender by assets in the Philippines, in respect of its US$555 million stock rights offer. Goldman Sachs and JP Morgan acted as joint international book-runners and underwriters whilst Bank of Philippine Islands Capital Corporation acted as the sole global coordinator and lead manager, sole domestic manager and domestic book-runner and underwriter. The offering, which marks the largest capital markets transaction in BPI’s history, consisted of 370,370,370 common shares offered at PhP67.50 (US$1.51) per rights share. Proceeds will be used to support the strategic growth initiatives of the bank. Partners Patricia Tan Openshaw and Steven Winegar led the transaction.

Shook Lin & Bok has advised DBS Bank Ltd Hong Kong Branch on Singapore law in respect of the acquisition of a 30 percent stake in Shine Rise International Ltd, a wholly-owned indirect subsidiary of HKSE-listed Top Spring International Holdings Ltd, by Firewave Management Ltd, an indirect subsidiary of SGX Mainboard-listed Metro Holdings Ltd. Partners Gwendolyn Gn and Marc Tan advised on the transaction.

Sidley Austin has represented China’s largest auto parts company Wanxiang Group in respect of the successful bankruptcy auction for the assets of failed electric-vehicle maker Fisker Automotive. Wanxiang’s final bid is valued at US$149.2 million, which includes US$126.2 million in cash and US$8 million in assumed liabilities. The Group outbid Hybrid Technology, which is led by HK billionaire Richard Li. Partner John Box led the transaction.

Skadden is representing Roberta Lipson, the CEO of Chindex International Inc who is rolling a substantial portion of her equity in Chindex, and other members of senior management in respect of Chindex’s approximately US$369 million pending going-private transaction by a buyer consortium consisting of an affiliate of TPG and an affiliate of Shanghai Fosun Pharmaceutical (Group) Co Ltd. Chindex is an American healthcare company providing services in China through the premium hospital and ambulatory clinic operations of United Family Healthcare. Partners Jon Christianson, Peter Huang, Daniel Dusek, Joseph Yaffe and Eric Waxman led the transaction.

Sullivan & Cromwell is representing the independent directors of Tower Group International Ltd (Bermuda) in respect of its pending agreement and plan of merger with ACP Re Ltd (Bermuda) and ACP’s wholly-owned subsidiary pursuant to which ACP is to merge with and into Tower Group, with Tower Group continuing as the surviving corporation and a wholly-owned subsidiary of ACP. Partner John Evangelakos is leading the transaction which was announced on 3 January 2014.

Trilegal has advised NYSE-listed US-headquartered CSC, a global leader in next-generation IT services and solutions, in respect of its strategic partnership with NSE-listed HCL Technologies, India’s fourth largest software company and a leading global IT services provider, to create an application modernisation delivery network to enable enterprises to shift from legacy technologies to a cloud-enabled platform. The first delivery centers, which will be launched in Bangalore and Chennai, will lower the risks and costs for clients transitioning to the cloud. The joint application modernisation offering will be enhanced with vertical specific initiatives starting with banking and financial services through the creation of a banking center of excellence. The partnership will be standardising the delivery of modernised applications and enable them to be brokered onto any cloud environment, using platforms such as CSC’s ServiceMeshTM. Partners Anand Prasad and Kosturi Ghosh led the transaction.

Weerawong, Chinnavat & Peangpanor has advised PTT Public Company Ltd (PTT) in respect of the sale of its 45 percent stake in Vietnam LPG Company Ltd (VLPG) to joint venture partner PetroVietnam Southern Gas Joint Stock Company (PVGAS South). VLPG engages in the supply, storage, filling plant operations, sale and marketing of liquefied petroleum gas as a subsidiary of PVGAS South. A capital transfer agreement between PTT and PVGAS South was executed on 12 February 2014. Partner Peangpanor Boonklum led the transaction.

WongPartnership has acted for Vallianz Holdings Ltd as obligor and its wholly-owned subsidiary Vallianz Capital Ltd as issuer in respect of its establishment of a US$500 million Multicurrency Islamic Trust Certificates Issuance Programme. Maybank Kim Eng Securities Pte Ltd acted as arranger for the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for Perennial 111 Somerset Pte Ltd in respect of its S$970 million (US$769.5m) acquisition of the shares of AREIF (Singapore I) Pte Ltd, which owns TripleOne Somerset, a 17-storey office-and-retail building located at 111 Somerset Road Singapore 238164. Partners Carol Anne Tan and Chan Sing Yee led the transaction.