Allen & Gledhill has advised Puma International Financing SA, as the issuer, and Puma Energy Holdings Pte Ltd, Puma Energy Group Pte Ltd and Puma Corporation Sàrl, as the guarantors, in respect of Puma International Financing’s issue of US$750 million 6.75 percent senior notes due 2021. Partners Bernie Lee, Tham Hsu Hsien and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Standard Chartered PLC in respect of the issue of S$700 million (US$552m) callable fixed-to-fixed rate subordinated notes due 2026 pursuant to a US$57.5 billion debt issuance programme. Partners Bernie Lee and Sunit Chhabra led the transaction. Allen & Overy has advised Xe-Pian Xe-Namnoy Power Company Ltd and its sponsors in respect of the US$1.02 billion 410MW Xe-Pian and Xe-Namnoy cross-border hydropower project in the Lao People’s Democratic Republic. This is the first significant investment by Korean sponsors in the Lao hydropower sector. The project, which achieved financial close on 5 February 2014, is a joint venture between the Lao government and a consortium of private-sector sponsors. It will take approximately five years to complete and is scheduled to start commercial operations in 2019. The sponsors comprised SK Engineering & Construction Co Ltd, Korea Western Power Co Ltd, Ratchaburi Electricity Generating Holding Public Company Ltd and Lao Holding State Enterprise. Partner Stephen Jaggs led the transaction whilst Shin & Kim acted as Korean counsel to the sponsors. Latham & Watkins, led by led by partners Joseph Bevash and Stephen McWilliams, advised Export-Import Bank of Thailand and the commercial bank lenders consisting of Krung Thai Bank Public Company Ltd which acted as lead arranger, Bank of Ayudhya Public Company Ltd and Thanachart Bank Public Company Ltd, whilst Chandler and Thong-Ek Law Offices acted as Thai counsel. DFDL (in Laos) acted as Lao local counsel to both sponsors and lenders. Appleby has acted as Cayman counsel for Perfect Optronics Ltd in respect of its listing by way of placing on the HKSE on 7 February 2014, with proceeds of approximately HK$99 million (US$12.76m). Perfect Optronics will apply the net proceeds for the establishment or acquisition of panel processing plants, expanding their sales and support team in the PRC and expansion of their product portfolio. Partner Judy Lee led the transaction whilst Woo, Kwan, Lee & Lo advised as to Hong Kong law and King & Wood Mallesons advised as to PRC Law. Fairbairn Catley Low & Kong advised the underwriters as to Hong Kong law. AZB & Partners has advised Citigroup Global Markets India Private Ltd as the broker in respect of the sale, through the offer for sale mechanism in the stock exchanges, by Energy Grid Automation Transformers and Switchgears Ltd of its approximately 7.5 million equity shares in Schneider Electric Infrastructure Ltd. Partner Varoon Chandra led the transaction which was valued at US$6.8 million and was completed on 30 January 2014. AZB & Partners has also advised Harris Broadcast Communications in respect of the India leg of the transaction as part of a global takeover by the Gores group of the Harris Broadcast Communications. The transaction involved the transfer of 100 percent of the shares of Harris Communications International India Private Ltd to certain Gores entities. Partner Abhijit Joshi led the transaction which was completed on 27 January 2014. Baker & McKenzie has advised Air China Ltd (Air China), as the lessor, and Sandalwood 2013 LLC, a special purpose trust incorporated in the state of Delaware, in respect of offerings of US$130 million 2.836 percent secured notes due 2025 and US$132 million 2.897 percent secured notes due 2025, respectively, both guaranteed by the Export-Import Bank of the United States (US Ex-Im Bank). The transaction featured a flip-to-capital markets option in which the proceeds from the offering will be used to re-finance a US Ex-Im loan for the leasing of two new Boeing 777-300ERs. HKSE and LSE-listed Air China ranks among the leading domestic PRC airlines and is the exclusive national flag carrier for civil aviation in the PRC. Citigroup and TD Securities (USA) were the joint book-runners and structuring agents for the transaction. Partners Harvey Lau and Brian Spires led the transaction. Clifford Chance has advised Arifin Panigoro and Medco Intidinamika in respect of its divestment of a 33 percent stake in Indonesia-based financial institution PT Bank Himpunan Saudara 1906 to PT Bank Woori Indonesia and Woori Bank, one of South Korea’s largest commercial banks. Bank Saudara was founded in 1906 and offers banking services through its 110 sales offices across the country. PT Medco Intidinamika is a subsidiary of Medco Group, a holding investment company from Indonesia founded by Arifin Panigoro. Medco Group’s business mainly consists of energy (oil and gas) and non-energy (property, agribusiness, construction-fabrication, IT, hotel and food) sectors. Partner Melissa Ng, supported by partner Simon Clinton, led the transaction. Herbert Smith Freehills has advised Arkema (China) Investment Co Ltd., the Chinese arm of France’s leading chemical producer Arkema, in respect of its RMB3.9 billion (US$643.5m) stake acquisition in the production facilities of Taixing Jurong Chemicals Co Ltd. The acquisition has created a company called Sunke, a joint venture between Arkema and Jiangsu-based SunVic Chemical Holdings, the indirect parent of Taixing Jurong Chemicals. An initial payment of RMB1.45 billion (US$239.2m) will give Arkema majority shares of the JV at 55 percent and SGX-listed SunVic the remaining 45 percent stake. Production capacity for Arkema initially will be 160,000 tons a year with the option to raise it to 320,000 tons a year for a further RMB1.4 billion (US$231m) investment. The acquisitions will enable Euronext Paris-listed Arkema to accelerate the development of its coating solutions segment in Asia and to assist its customers in fast-growing markets such as super-absorbents, paints, adhesives and water treatment. Partner Gary Lock pioloted the transaction. J Sagar Associates has advised State Bank of India (SBI) in respect of a qualified institutions placement of 80.32 billion equity shares. The book-running lead managers to the issue were Citigroup Global Markets India Private Ltd, Deutsche Equities India Private Ltd, DSP Merrill Lynch Ltd, HSBC Securities and Capital Markets (India) Private Ltd, JP Morgan India Private Ltd, SBI Capital Markets Ltd and UBS Securities India Private Ltd. Partner Dina Wadia led the transaction. Khaitan & Co has advised Inox India Ltd as a sponsor in respect of a US$7 million credit facility granted to Cryogenic Vessel Alternatives Inc, a joint venture of Inox India. The firm advised on the overseas direct investment aspects of the New York law governed shortfall funding arrangement provided by Inox India in favour of Bank of America NA, the lender. Partner Shishir Mehta led the transaction. Khaitan & Co has also advised Citigroup Global Markets India Private Ltd as the manager in respect of the offer for buy-back of up to 9.88 percent of the equity share capital of United Phosphorus Ltd for approximately US$50 million from open market through stock exchanges. Executive director Sudhir Bassi and partner Arindam Ghosh led the transaction. Luthra has acted as sole legal counsel to State Bank of India (SBI) in respect of an approximately US$580 million term loan extended to ONGC Tripura Power Company Ltd (OTPCL). The facility consists of a rupee term loan not exceeding US$480 million and a short term loan of US$80 million provided by SBI to OTPCL for the 726.6 (2 x 363.3 MW) natural gas based combined cycle power project at Pallatana in Udaipur District, Tripura State. The estimated cost of the project is US$640 million. Partner Piyush Mishra led the transaction. Luthra has also acted for DLF, India’s largest real estate company, in respect of the US$358 million sale of its luxury hospitality chain Aman Resorts back to the company’s founder Adrian Zecha. DLF Global Hospitality Ltd (DGHL), a 100 percent step-down subsidiary of DLF, sold its 100 percent equity stake in Silverlink Resorts Ltd, owner of Aman Resorts, back to Aman Resorts Group Ltd (ARGL). DLF undertook the sale thru a management buyout of its luxury hospitality chain. ARGL is a joint venture between Peak Hotels & Resorts Group Ltd and Adrian Zecha. DGHL had purchased 100 percent equity in Aman Resorts in 2007. The deal excludes the iconic Lodhi Hotel in Delhi which shall remain a part of DLF. Partners Mohit Saraf and Sundeep Dudeja led the transaction whilst Davis Polk & Wardwell acted as New York counsel. Majmudar & Partners has acted as Indian counsel to Bank of Baroda London in respect of a supplemental facility transaction in which the bank extended a term loan of US$25 million to Gujarat NRE Coking Coal Ltd Australia for its capital requirements. The facility was backed by security from the company’s affiliates worldwide. Partner Prashanth Sabeshan led the transaction whilst TLT acted as English counsel. Maples and Calder has acted as British Virgin Islands to Favor Sea Ltd in respect of its issue of US$150 million 11.75 percent guaranteed senior notes due 2019. The notes are guaranteed by China XD Plastics Company Ltd, the issuer’s direct parent. Greg Knowles and Richard Spooner led the transaction whilst Shearman & Sterling acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to the joint book-runners and joint lead managers, consisting of Morgan Stanley, UBS, HSBC and China Minsheng Banking Corp Ltd Hong Kong Branch. Mayer Brown JSM has advised ICBC International Capital Ltd (ICBC) in respect of the successful listing of Redco Properties Group Ltd on the HKSE on 30 January 2014. Shenzhen-based Redco Properties is an integrated residential and commercial property developer primarily focusing on residential property development in the PRC. It was among the first batch of listing applicants making a listing application under the New Sponsor Regime which came into effect on 1 October 2013. The US$128 million proceeds will be used to pay the land premium of the land use rights of new land on property development projects, for working capital and other general corporate purposes. Partner James Fong led the transaction. Norton Rose Fulbright has advised Indonesian state electricity company PT Perusahaan Listrik Negara (Persero) (PLN) in respect of the financing of its MW184 Arun and MW155 Bangkanai gas fired power plants in Aceh and Central Kalimantan, respectively. The facilities are landmark export credit agency (ECA) transactions in South East Asia and are PLN’s first international bank financings that are not guaranteed by the Indonesian Ministry of Finance. The two power plants will supply electricity to over 150,000 homes. The Arun power plant will be powered by liquefied natural gas and will be the largest gas engine based peaking power plant in Indonesia. The Bangkanai plant is a 155 MW gas engine based plant and will produce electricity for the Kalimantan grid. The €160 million (US$218.7m) export credit financings were arranged by Standard Chartered Bank whilst Finnvera, the Finnish ECA owned by the State of Finland, issued guarantees to cover the debt. Jeff Smith, supported by partner Nick Merritt, led the transaction. Allen & Overy advised the lenders. Rodyk & Davidson has acted for Panasonic Corporation in respect of the sale and purchase agreement for the sale of its three subsidiaries to UTAC Manufacturing Services Ltd, a wholly-owned subsidiary of UTAC Holdings Ltd, a leading semiconductor testing and assembly services provider headquartered in Singapore. The three subsidiaries being divested operate semiconductor testing and assembly facilities, and are strategically located in Singapore, Indonesia and Malaysia. Total transaction value for the acquisition will be US$116.5 million, payable over five years, inclusive of certain transitional services agreements with Panasonic. Panasonic’s sale of the three subsidiaries is part of the company’s structural transformation of its semiconductor business. On completion of the transaction, Panasonic will continue to utilise the services of the three facilities as contract manufacturers for semiconductor testing and assembly. Partner Gerald Singham, supported by partners Terence Yeo, Dawn Tong and Catherine Lee, led the transaction. Shearman & Sterling is advising a consortium of financial investors led by Capital Square Partners (CSP) and CX Partners (CX) in respect of their proposed acquisition of the global BPO business of Aditya Birla Minacs (Minacs) from ABNL IT & ITeS Ltd, a wholly-owned subsidiary of Aditya Birla Nuvo Ltd, for an enterprise value of approximately US$260 million. Minacs is a leading business process outsourcing company that partners with global corporations. CSP is a financial investor backed by principals Sanjay Chakrabarty and Aparup Sengupta, with investments and industry leadership across the IT, BPO and analytics sectors. CX is a private equity firm focused on providing growth equity to companies in India. Partners Sidharth Bhasin, Stephen Besen, Larry Crouch, Caroline Leeds Ruby and Richard Hsu led the transaction whilst Luthra, led by partners Bikash Jhawar and Amit Shetye, is also advising on the transaction. Skadden is representing state-owned China Huaxin Post and Telecommunications Economy Development Centre in respect of its US$362 million acquisition of the enterprise business of Alcatel-Lucent SA, a wireline and wireless telecommunications company in France. Partners Gregory Miao, Daniel Dusek and Ivan Schlager led the transaction. Slaughter and May has advised Thermo Fisher Scientific in respect of the competition aspects of its US$13.6 billion acquisition of Life Technologies, combining two of the leading laboratory and life sciences companies in the world. The transaction was announced on 15 April 2013 and completed on 3 February 2014 following receipt of approvals from all relevant competition authorities, including conditional clearances from the European Commission under the EU Merger Regulation on 26 November 2013; the Ministry of Commerce in China under the Chinese Anti-Monopoly Law on 14 January 2014; and the US Federal Trade Commission under the Hart-Scott-Rodino Act, published on 31 January 2014. Partners John Boyce and Michael Rowe spearheaded the transaction whilst Axinn, Veltrop & Harkrider and Blake Cassels & Graydon advised on US and Canadian antitrust issues, respectively. The firm also coordinated the global merger control notifications, in conjunction with its ‘Best Friend’ firms in China (Jun He Law Offices), Japan (Anderson Mori & Tomotsune), South Korea (Kim & Chang), Australia (Gilbert + Tobin), New Zealand (Russell McVeagh) and Russia (ALRUD). White & Case has advised Greentown China Holdings Ltd, a luxury residential property developer in China, in respect of its subsidiary’s offering of US$500 million subordinated perpetual capital securities callable 2019. The perpetual capital securities were issued by Moon Wise Global Ltd, a wholly-owned subsidiary of Greentown China Holdings, and guaranteed by Greentown China Holdings. The net proceeds will be used to replace and refinance existing perpetual securities, as well as for general working capital purposes. Partners Anna-Marie Slot and David Li piloted the transaction. WongPartnership has acted for DBS Bank Ltd as sole lead manager and book-runner in respect of the issuance by Hyflux Ltd of S$300 million (US$236.6m) in aggregate principal amount of 5.75 percent perpetual capital securities. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership is also acting for the Land Transport Authority of Singapore (LTA) in respect of the insolvency of a main contractor, Alpine Bau GmbH (Alpine), for works in the Downtown Line Stage 2 rail transit system. The total value of the contracts awarded by LTA to Alpine was approximately S$670 million (US$528.4m). The total value of the replacement contracts awarded by LTA to new contractors was approximately S$476 million (US$375.4m). Partners Chan Hock Keng and Lesley Tan are leading the transaction. |
Deals – 13 February 2014
Deals – 6 February 2014
Allen & Gledhill has advised Maybank Kim Eng Securities Pte Ltd as arranger and dealer in respect of the establishment of US$500 million multicurrency Islamic trust certificates issuance programme by Vallianz Holdings Ltd and its wholly-owned subsidiary, Vallianz Capital Ltd, based on the Shari’ah financing principles of Wakalah Bi Al-Istithmar. Partners Eugene Ooi, Yeo Wico, Harold Or, Jeanne Ong, Sunit Chhabra and Usha Chandradas led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd as arranger and DBS Trustee Ltd as trustee in respect of the establishment of S$500 million (US$394m) multicurrency debt issuance programme by Chip Eng Seng Corporation Ltd. Under the programme, Chip Eng Seng may from time to time issue notes and perpetual securities. Partners Au Huey Ling and Ong Kangxin led the transaction. Allens has advised the Bombardier-led consortium, comprising of Bombardier Transportation Australia, John Laing, ITOCHU Corporation and Uberior, in respect of its winning tender for the Queensland New Generation Rollingstock PPP project. Under the deal, the consortium will finance, design, build and maintain 75 electrical-powered trains and a purpose-built maintenance centre. The delivery phase will be completed between now and 2018, with ongoing asset maintenance services being provided for 30 years. This is a significant project for Queensland, as the new trains and maintenance centre will cater for the increase in passenger services as South East Queensland grows. The trains will also replace the State’s aging train fleet. Partner Emma Warren led the transaction which reached financial close on 15 January 2014. Appleby has acted as Cayman counsel for Redco Properties Group Ltd in respect of its listing on the HKSE on 30 January 2014, with net proceeds of approximately HK$865 million (US$111.4m). Redco is an integrated residential and commercial property developer primarily focussing on residential property development in the PRC. Redco will use the proceeds in paying the land premium for the land use rights of new property development projects and for working capital and other general corporate purposes. Partner Judy Lee led the transaction whilst Sidley Austin and King & Wood Mallesons advised as to Hong Kong and PRC Law, respectively. Mayer Brown JSM and Jun He Law firm advised the underwriters as to Hong Kong and PRC law, respectively. AZB & Partners has acted as Indian counsel to ASK India Real Estate Special Opportunities Fund Pte Ltd (ASK RE Fund) in respect of raising approximately US$200 million from three investors. First completion has been announced on 19 December 2013 after raising approximately US$50 million whilst final completion will be announced within 12 months thereafter. The ASK RE Fund is a Singapore-domiciled private equity fund that proposes to invest in real estate projects in India. ASK Capital Management Pte Ltd is the Singapore-domiciled investment manager of ASK RE Fund. Partner Sai Krishna Bharathan led the transaction. AZB & Partners has advised Gland Pharma Ltd in respect of a subscription for KKR Floorline’s acquisition of 37.98 percent equity share capital of Gland Pharma; KKR Floorline’s acquisition of 24.9 percent equity share capital of Gland Celsus, the holding company of Gland Pharma; and the additional acquisition of convertible securities by Gland Celsus in Gland Pharma. The merger control filing with the Competition Commission of India was made on 26 December 2013 whilst the approval was granted on 28 January 2014. Partner Samir Gandhi led the transaction. Baker & McKenzie has advised Post Food Australia, a subsidiary of US-based Post Holdings, in respect of an agreement to acquire Nestle Australia’s sports nutrition business which sells PowerBar and Musashi brands. Nestle, the Swiss food company, is in the process of offloading various portfolios, including a good portion of its Jenny Craig weight-loss business which it did last November 2013, in its drive to shed underperforming assets. Partner Ben McLaughlin piloted the transaction. KWM acted for Nestle. Clayton Utz has advised leading Australian veterinary group Greencross Ltd in respect of its merger with Mammoth Pet Holdings Pty Ltd, which owns the Petbarn pet products and supply business. The transaction, which was signed on 14 November 2013, completed on 31 January 2014, creating a group with a market capitalisation of A$750 million (US$667.35m). Under the terms of the transaction, Greencross acquired 100 percent of Mammoth, in exchange for issuing approximately 52.6 million shares to Mammoth shareholders. The merger has created Australasia’s largest integrated consumer facing pet care company, with 232 stores and veterinary clinics across Australia and New Zealand. Partner Simon Truskett, with partner John Elliott, led the transaction. Davis Polk has advised the initial purchasers, consisting of Citigroup Global Markets Ltd, Merrill Lynch International, BNP Paribas Hong Kong Branch and The Hongkong and Shanghai Banking Corporation Ltd, in respect of a US$300 million Regulation S offering by Fantasia Holdings Group Co Ltd of its 10.625 percent senior notes due 2019. Fantasia Holdings is a leading property developer and property-related service provider in China. It commenced its property development business in Shenzhen in 1996 and has subsequently expanded into, and currently focuses its real estate activities in, four of the fastest-growing economic regions in China. Partner Eugene C Gregor led the transaction whilst Commerce and Finance Law Offices advised as to PRC law. Fantasia Holdings Group was advised by Sidley Austin as to US and Hong Kong law, King & Wood Mallesons as to PRC law, and Conyers as to British Virgin Islands and Cayman Islands law. Davis Polk has also advised Greenland Hong Kong Holdings Ltd, a subsidiary of Greenland Holding Group Company Ltd, in respect of its issuance by way of private placement of CNY1.5 billion (US$247.4m) 5.5 percent bonds due 2018. The bonds were supported by a keepwell deed and a deed of equity interest purchase undertaking from Greenland Holding. HKSE-listed Greenland Hong Kong is principally engaged in the development of quality residential, commercial and hotel properties in PRC. Greenland Holding is a leading group company in PRC with a focus on real estate business. Partner Paul Chow led the transaction whilst Conyers Dill & Pearman advised as to the Cayman Islands law. Goldman Sachs (Asia) LLC, the placing agent for the issue of the bonds, was advised by Linklaters as to Hong Kong law and Commerce & Finance Law Offices as to PRC law. ELP has advised Oman India Joint Investment Fund in respect of its purchase of equity shares of National Commodity & Derivatives Exchange Ltd from Jaypee Capital Services Ltd. Partner Darshan Upadhyay led the transaction which was valued at INR495.6 million (US$7.9m) and closed in December 2013. J Sagar Associates has advised Bank of Baroda (BoB) in respect of its issuance of US$750 million 4.875 percent senior notes due 2019. The initial purchasers to the issue were Barclays Bank PLC, Citigroup Global Markets Inc, JP Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Standard Chartered Bank. Partner Dina Wadia led the transaction which closed on 23 January 2014. J Sagar Associates has also advised Easiprocess Private Ltd and EasiOption BPO Services Private Ltd, group companies which are part of OneSavings Bank Plc Group, in respect of an internal restructuring transaction which involves the proposed acquisition on a slump sale basis by EasiProcess of the back office support services business from EasiOption. Partner Sandeep Mehta led the transaction. Khaitan & Co has advised HDFC Bank Ltd in respect of a US$29 million term loan facility extended to GMMCO Ltd for meeting the cost of acquisition of Bucyrus range of equipments from Bucyrus India Private Ltd, a part of Caterpillar Inc. Kumar Saurabh Singh led the transaction. Latham & Watkins is advising Primavera Capital Ltd in respect of a US$1.9 billion buyout offer made by an affiliate and Shanda Interactive Entertainment Ltd to acquire Shanda Games Ltd, a leading online game developer, operator and publisher in China. Shanda Interactive is the controlling shareholder of Shanda Games. Partner Tim Gardner is leading the transaction. Latham & Watkins has also advised HSBC Saudi Arabia Ltd and Saudi Fransi Capital Company as the joint lead managers in respect of Saudi Electricity Company’s (SEC) issuance of SAR4.5 billion (US$1.2 billion) sukuk certificates. The transaction represents the first public Saudi sukuk issuance of 2014 and SEC’s first public sukuk issuance in the Kingdom of Saudi Arabia in three years. In 2012 and 2013 SEC successfully issued US$3.75 billion 144A and Regulation S sukuk certificates in the international markets, including the first international 30 year sukuk by any issuer. Partners Harj Rai and Salman Al-Sudairi led the transaction. Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to CIFI Holdings (Group) Co Ltd (CIFI) in respect of its issue of US$200 million 8.875 percent senior notes due 2019. The notes are senior obligations of the issuer and are guaranteed by certain existing subsidiaries. CIFI is an investment holding company engaging in the investment, development and sale of properties in the PRC. Partner Christine Chang led the transaction whilst Sidley Austin acted as Hong Kong and US counsel. Davis Polk & Wardwell acted as Hong Kong and US counsel to the joint lead managers, composed of Standard Chartered Bank, Citigroup Global Markets Ltd, Deutsche Bank AG Singapore Branch, The Hong Kong and Shanghai Banking Corporation Ltd and Haitong International Securities Company Ltd. Mayer Brown JSM acted for the trustee, Citicorp International Ltd. Maples and Calder has also acted as British Virgin Islands legal counsel to China Shipping Overseas Finance Ltd, an indirectly wholly-owned subsidiary of China Shipping (Group) Company, in respect of its issue of 4.25 percent US$500 million credit enhanced bonds due 2019 backed by an irrevocable standby letter of credit issued by the Bank of China Ltd Macau Branch. The bonds are listed on the HKSE. China Shipping is a large shipping enterprise group in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong legal counsel. Clifford Chance acted for the joint global coordinators and joint lead managers, consisting of Australia and New Zealand Banking Group Ltd, Bank of China Ltd, Bank of Communications Co Ltd Hong Kong Branch, Barclays Bank PLC, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, ING Bank NV Singapore Branch and Merrill Lynch International. Mayer Brown JSM has advised Trade and Development Bank of Mongolia LLC (TDB) in respect of its issuance of CNY700 million (US$115.4m) 10 percent notes due 2017 pursuant to its existing US$700 million Euro Medium Term Note Programme. The transaction marks the first “dim sum” bond to be issued from Mongolia. TDB plans to use the proceeds for general lending and investment purposes. CLSA Singapore Pte Ltd, Deutsche Bank AG Singapore Branch and ING Bank NV Singapore Branch acted as joint bookrunners for the transaction. The notes were admitted to the SGX-ST. Partner Jason T Elder, assisted by partner James Taylor, led the transaction. Paul Hastings has represented HKSE-listed Yuzhou Properties Company Ltd, a leading property developer in China’s Fujian province, in respect of its issuance of US$300 million 8.625 percent senior notes due 2019. BOC International, Citigroup, Deutsche Bank and HSBC were the joint lead managers and joint book-runners. Yuzhou Properties intends to use the net proceeds to repay certain existing indebtedness, to fund the acquisition of land for residential and commercial property development and for general corporate purposes. Partners Raymond Li and David Grimm led the transaction. Rahmat Lim & Partners has advised Hwang-DBS (Malaysia) Berhad in respect of the disposal of its 100 percent equity interest in HwangDBS Investment Bank Berhad and HDM Futures Sdn Bhd, along with its 53 percent equity interest in Hwang Investment Management Berhad and 49 percent equity interest in Asian Islamic Investment Management Sdn Bhd, for a total consideration of MYR1.3 billion (US$390.8m). Partners Lim Teong Sit, Moy Pui Yee and Ho Wei Lih led the transaction. Rahmat Lim & Partners has also advised Central Pattana Public Company Ltd in respect of a joint venture and shareholders’ agreement with I-Berhad to develop a commercial complex in i-City, Shah Alam, Malaysia with a budget of MYR580 million (US$174.3m). Central Pattana has entered into a development agreement with the JV company to provide development management services in relation to the project. For purposes of the project, the JV company has entered into a sale and purchase agreement with several vendors to purchase land within i-City. Further, the JV company has entered into a property management agreement with a sister company to operate, market and manage the retail mall of the project. Moreover, a three-tier trade mark licensing structure was entered into, with Central Pattana entering into a trademark licence agreement with Central Plaza i-City Malls Malaysia Sdn Bhd for the licensing of trademarks of Central Pattana followed by further sub-licensing. Partners Moy Pui Yee, Lee Yee Ling and Ong Boo Seng led the transaction. Rodyk & Davidson has advised Redmart in respect of its raising of US$5.4 million bridge round from various investors, including Facebook co-founder Eduardo Saverin, PropertyGuru founders Steve Melhuish and Jani Rautianen, JFDI co-founder Meng Weng Wong, restaurateur Wee Teng Wen, and Lion Rock Capital. The investment, a precursor to a larger Series B round within five months, will be spent on fulfillment technology and infrastructure. Partners S Sivanesan and Sunil Rai led the transaction. Rodyk & Davidson has also acted for SEB Asset Management, an established European real estate asset manager, in respect of the sale for more than S$280 million (US$220.8m) of 12 strata floors at Springleaf Tower by 11 of their related companies to eight different purchasers. Eight out of 12 strata floors were sold with tenancy. Springleaf Tower is a 37-storey commercial building in the central business district of Singapore. It is a Grade A office building, with a tenure of 99 years commencing on 1 October 1996. Partner Norman Ho led the transaction. Simpson Thacher has represented the underwriters in respect of the IPO in the HKSE and Rule 144A/Regulation S offering by Honworld Group Ltd (Honworld). Honworld offered 125 million ordinary shares which raised approximately HK$894 million (US$115m) in gross proceeds. Honworld is the largest manufacturer of cooking wine in China and also offers other condiment products, including soy sauce and vinegar. The underwriters of this offering included Macquarie Capital Securities Ltd and First Shanghai Securities Ltd. Partners Chris Wong and Leiming Chen led the transaction. Slaughter and May has advised China Power New Energy Development Company (CPNE) in respect of its acquisition of the entire issued share capital and a shareholder loan of Power Will Investment Ltd for RMB166 million (US$27.4m). The acquisition was announced on 28 January 2014 and constitutes a disclosable transaction under the Hong Kong Listing Rules. CPNE is principally engaged in the development, construction, ownership, operation and management of clean energy power plants in the PRC. Power Will holds a 9.9 percent interest in Dongguan China Power New Energy Heat and Power Company Ltd (Dongguan Heat and Power), which operates a natural gas power generating plant in Dongguan, China. With CPNE’s pre-existing 90.1 percent interest of CPNE in Dongguan Heat and Power, Dongguan Heat and Power became CPNE’s indirect wholly-owned subsidiary after completion of the acquisition. Partner Benita Yu led the transaction. Sullivan & Cromwell has represented China Natural Resources Inc (CHNR), a Nasdaq-listed natural resources company based in the People’s Republic of China, in respect of the spin-off and listing on the HKSE of one of its wholly-owned subsidiaries, Feishang Anthracite Resources Ltd, which operated the coal mining and related businesses of CHNR. Partners Kay Ian Ng, William Chua, Gwen Wong and Davis Wang led the transaction which was announced on 24 January 2014. Weerawong, Chinnavat and Peangpanor has represented Suchad Chiaranussati in respect of a joint venture with GP Holding Pte Ltd and the exclusive licensing agreement with Garrett Licensing LLC for the opening of the Chicago-based premium popcorn store Garrett Popcorn at Siam Paragon Shopping Complex. Partner Chinnavat Chinsangaram led the transaction. Weil is advising Lenovo in respect of its proposed acquisition of Motorola Mobility smartphone business from Google. The purchase price is approximately US$2.91 billion (subject to certain adjustments), including US$1.41 billion paid at close, comprised of US$660 million in cash and US$750 million in Lenovo ordinary shares (subject to a sharecap/floor). The remaining US$1.5 billion will be paid in the form of a three-year promissory note. With a strong PC business and a fast-growing smartphone business, Lenovo’s position in the smartphone market will be significantly strengthened by this agreement. In addition, Lenovo will gain a strong market presence in North America and Latin America, as well as a foothold in Western Europe, to complement its strong, fast-growing smartphone business in emerging markets around the world. Partner Henry Ong led the transaction which is subject to the satisfaction of regulatory requirements, customary closing conditions and any other needed approvals. WongPartnership has acted for BFC Development LLP, the owner of two office towers at the Marina Bay Financial Centre, in respect of its appeal to recover S$6.9 million (US$5.44m) in property tax refunds. Partner Tan Kay Kheng led the transaction. WongPartnership is also acting for Tiger Airways Holdings Ltd (Tigerair) in respect of its proposed transaction with Cebu Air Inc, comprising the sale to Cebu Air by Tigerair’s wholly-owned subsidiary Roar Aviation II Pte Ltd of its 40 percent stake in Southeast Asian Airlines (SEAir) Inc, which operates as Tigerair Philippines; and the entry into a wide-ranging strategic alliance agreement between Tiger Airways Singapore Pte Ltd, Tigerair’s wholly-owned subsidiary, and Cebu Air to, inter alia, jointly operate, sell and market without preference on each other’s networks, through codeshare or interline arrangements, both common and non-common routes along with routes that may emerge as Tigerair and Cebu Air expand their operations. Partners Mark Choy and Tan Sue-Lynn led the transaction. |
Deals – 29 January 2014
Allens has advised Bendigo and Adelaide Bank in respect of the first wholesale Tier 2 subordinated note issuance by an Australian domestic bank since the Basel III rules in relation to regulatory capital came into effect. The deal is expected to be the first of a number of transactions, as other Australian banks look to satisfy their regulatory capital requirements in the wholesale market. Partners James Darcy and Mark Malinas led the transaction.
Ashurst has acted as lead international counsel to Aviva in respect of the formation of Astra Aviva Life, a 50-50 joint venture between Aviva and PT Astra International Tbk (Astra), a member of the Jardine Matheson group, to sell and distribute life insurance products in Indonesia. As part of the transaction, Astra will acquire a 50 percent share in PT Asuransi Aviva Indonesia, Aviva’s subsidiary in Indonesia, which will be rebranded as Astra Aviva Life and will then enter into distribution arrangements with a number of the Astra Group companies, including PermataBank. Astra Aviva Life will be the preferred provider of a range of life insurance products to Astra and its subsidiaries. Astra is Indonesia’s largest publicly listed company and serves more than 10 million customers per year. Astra consists of 179 companies, including subsidiaries, associates and jointly controlled entities. Partner Keith McGuire led the transaction whilst associated firm in Indonesia Oentoeng Suria & Partners, led by Toby Grainger, Natasha Djamin and Aditya Adhika, advised on Indonesian law. The transaction remains subject to regulatory approvals. AZB & Partners has advised Welspun Infra Projects Private Ltd and Welspun Projects Ltd in respect of a share sale agreement with Australian Leighton Group to sell off its entire 39.88 percent stake in Leighton Welspun Contractors India Pvt Ltd for a net cash consideration of approximately US$99 million. Partners Zia Mody and Rajendra Barot led the transaction which is yet to be completed. Colin Ng & Partners has advised Catalist-listed Latitude Tree International Group Ltd (LTIG) in respect of the S$48.75 million (US$38.2m) disposal of all its operating subsidiaries to its Bursa-listed controlling shareholder, Latitude Tree Holdings Berhad (LTHB). The transaction, which was a major transaction and interested person transaction under the Catalist Rules, was partly paid for by the cancellation of 186 million ordinary shares in LTIG held by LTHB under a selective capital reduction exercise. Following completion of the disposal, LTIG has been re-named Brooke Asia Ltd and will be pursuing the acquisition of new operating businesses and assets. Partner Gregory Chan and Gerald Yee led the transaction which was completed on 23 January 2014. Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd (IIFC), wholly-owned by Government of India, in respect of the INR309 million (US$4.9m) financial assistance under its takeout finance scheme to Waa Solar Private Ltd for its 10.25 MW solar photo-voltaic project at Tikar (Parmer), Taluka- Muli, Surendra Nagar in the State of Gujarat. Under the takeout finance scheme, IIFC has taken out part of the exposure of IDBI Bank Ltd and Corporation Bank to the above project and became part of the existing consortium of lenders comprising of IDBI Ltd, Corporation Bank and State Bank of Patiala. Girish Rawat led the transaction. DLA Piper has advised Anglo Chinese as the sole sponsor and the underwriters in respect of Magnum Entertainment Group Holdings Ltd’s HK$126 million (US$16.2m) flotation on the HKSE. Magnum Entertainment is the operator of the largest group of clubbing venues in Hong Kong by gross floor size and premise capacity. Magnum Entertainment initially offered 84 million shares, with 75.6 million (90 percent of the shares) for international placing and 8.4 million (10 percent) for public offering in Hong Kong. The public tranche was more than 3,500 times oversubscribed. This makes it the highest oversubscribed IPO in Hong Kong, beating the previous largest, the Milan Station IPO in May 2011 which was 2,178 times oversubscribed. BOCOM International was the sole global coordinator and sole book-runner. Partner Mike Suen led the transaction. Li & Partner advised Magnum Entertainment. Khaitan & Co has represented JSW Steel in respect of its successful defence before the Competition Commission of India against the alleged cartelisation in the steel industry. JSW Steel is India’s leading integrated steel producer. Partner Manas Kumar Chaudhuri led the transaction. Khaitan & Co has also advised Morgan Stanley India Company Private Ltd in respect of the offer for buy-back of up to 14.98 percent of the equity share capital of Cairn India Ltd for approximately US$930 million from open market through stock exchanges. Executive Director Sudhir Bassi and partner Arindam Ghosh led the transaction which is the biggest buyback offer ever made by an Indian company. Luthra & Luthra has acted as the sole legal counsel to Housing and Urban Development Corporation Ltd (HUDCO), a fully owned enterprise of the Government of India engaged in the housing and infrastructure financing sector, and the lead managers, composed of Axis Capital, Edelweiss Financial Services, HDFC Bank, Karvy Investor Services and RR Investors Capital Services, in respect of HUDCO’s two tranches of public offerings of tax-free, secured, non-convertible debentures valued at approximately US$744.56 million. The debentures are listed on the BSE. Partner Manan Lahoty led the transaction. Luthra & Luthra has also acted as the sole legal counsel to Jagran Prakashan Ltd (JPL), one of India’s largest media conglomerates, and ICICI Securities Ltd as manager in respect of JPL’s buy-back through tender offer process of equity shares valued at approximately US$7.6 million. Partner Manan Lahoty also led the transaction. Maples and Calder has acted as Cayman Islands counsel to JinkoSolar Holding Co Ltd in respect of its concurrent offerings of US$150 million convertible senior notes due 2019 and 3.75 million American Depositary Shares, each representing four ordinary shares, par value US$0.00002 per share at US$35.25 per ADS. The ADS will be listed on the NYSE. JinkoSolar is a global leader in the solar PV industry with production operations in Jiangxi and Zhejiang Provinces in China. Partner Greg Knowles led the transaction whilst Shearman & Sterling acted as US counsel. Kirkland & Ellis acted as US counsel to the sole book-running manager, Credit Suisse Securities (USA) LLC. Morrison & Foerster‘s Singapore Office is advising ACE Ltd, the parent company of the ACE Group, one of the world’s largest multiline property and casualty insurers, in respect of the proposed acquisition of a 60.9 percent stake in The Siam Commercial Samaggi Insurance PCL, a general insurance company in Thailand, from Siam Commercial Bank. The acquisition will be effected by ACE and its local Thai partner. The transaction is expected to be completed in the second quarter of 2014 and is subject to due diligence by ACE and customary closing conditions, including Siam Commercial Bank shareholder approval. On closing of this transaction, ACE and its local Thai partner will make a mandatory tender offer for the remaining 39.1 percent of Siam Commercial Samaggi Insurance. The total transaction is valued at approximately US$185 million. Partner Jake Robson is leading the transaction. Norton Rose Fulbright has advised Green Eagle Holdings Pte Ltd in respect of a US$120 million syndicated term loan and revolving facility with, amongst others, ABN AMRO Bank NV Singapore Branch as coordinating lender, book-running mandated lead arranger, facility agent and security agent. Green Eagle Holdings is an indirect subsidiary of a joint venture between Louis Dreyfus Commodities Asia Pte Ltd and Rajawali Group. Its group of companies is operating palm plantations and palm oil production facilities in Indonesia. The facilities were guaranteed by three Indonesian subsidiaries of Green Eagle Holdings and were secured by Indonesian law governed fiducia security, pledge over bank accounts, mortgages over properties and pledge over shares. Partners Nick Merritt and Yu-En Ong led the transaction whilst Jakarta associated office Susandarini & Partners, led by partner Tasdikiah Siregar, acted as Indonesian counsel. Rodyk & Davidson acted as lead counsel whilst Darma Legal acted as Indonesian counsel for ABN AMRO Bank and the lenders. Slaughter and May has advised Standard Chartered PLC in respect of its issue of S$700 million (US$548.5m) callable fixed-to-fixed rate subordinated notes due 2026 under its US$57.5 billion Debt Issuance Programme. Standard Chartered Bank acted as the sole lead manager whilst ICBC Asia, Maybank Kim Eng Securities Pte Ltd and United Overseas Bank Ltd acted as co-managers. Partner Nilufer von Bismarck, supported by partner Edward Fife, led the transaction whilst Allen & Gledhill advised as to Singapore law. Squire Sanders has acted for TransAlta Corporation in respect of the formation by its wholly owned subsidiary TEC Pilbara of an unincorporated joint venture with DBP Development Group, a wholly owned subsidiary of DUET Group, an ASX-listed owner of energy utility assets in Australia. Headquartered in Calgary, TransAlta is Canada’s largest publicly traded generator and marketer of electricity and renewable power, with assets and power plants in Canada, the US and Australia. The new Fortescue River Gas Pipeline Joint Venture will develop as its first project a US$178 million natural gas pipeline to supply gas to the TransAlta power station which services the mining operations of Fortescue Metals Group at the Solomon Hub in the Pilbara region of Western Australia. Partner Duncan Maclean led the transaction. Walkers has acted as Cayman Islands counsel to Uni-President China Holdings Ltd in respect of its issuance of RMB1 billion (US$165.3m) 3.6 percent notes due 2017. HKSE-listed Uni-President China Holdings is the largest juice drinks producer and the third largest instant noodles supplier in China. It is the Mainland China subsidiary of the largest Taiwanese processed food producer Uni-President Enterprises Corporation. Partner Kristen Kwok led the transaction. Weerawong, Chinnavat & Peangpanor has advised Bank of America Merrill Lynch and Phatra Securities Pcl in respect of the issuance and offering by CP Foods Holdings Ltd (CPFH) of US$290.4 million 0.5 percent exchangeable bonds due 2019. CPFH is a subsidiary of Charoen Pokphand Foods Pcl (CPF), Thailand’s largest agribusiness conglomerate. The bonds are listed on the SGX-ST and are exchangeable into shares of CP All Pcl, Thailand’s largest convenience store operator. They come with a sponsor undertaking from CPF. This exchangeable bond with sponsor undertaking is the first-of-its-kind in Thailand. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction which closed on 15 January 2014. |
Deals – 23 January 2014
Allen & Gledhill has advised a fund managed by Pacific Star in respect of its sale for S$970 million (US$758.75m) of a property known as “TripleOne Somerset” in Singapore to a subsidiary of Perennial Real Estate Holdings Pte Ltd. Partners Lim Mei, Sharon Wee, Tan Yah Piang, Tham Hsu Hsien and Lim Pek Bur led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd as arranger and DB International Trust (Singapore) Ltd as trustee for holders of the notes in respect of the establishment of a S$500 million (US$391m) multicurrency medium term note programme by Oxley Holdings Ltd. Under the programme, Oxley issued S$100 million (US$78.2m) fixed rate notes due 2016. DBS was appointed sole dealer for the notes. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction. Allens has advised Wilson Parking Australia 1992 Pty Ltd in respect of its acquisition of the headlease interest in the Sydney Opera House Car Park for approximately A$80 million (US$70.5m). The 11-storey car park provides 1,176 bays accommodating about 750,000 vehicles annually. The acquisition followed a competitive tender process run by Korda Mentha on behalf of Real Estate Capital Partners Trust 3. The deal will settle once consent from the headlessor (Government Property NSW) to the transfer of the headlease is formally obtained. Partner Nicholas Cowie led the transaction. Allens has also advised the Plenary Schools consortium in respect of its winning tender for the Queensland Schools Project. Under the deal, which reached financial close in December 2013, Plenary Schools will partially finance, design, build, maintain and provide facilities management services to eight primary schools and two high schools in southeast Queensland’s highgrowth corridor. The construction phase will be completed between now and 2019, with ongoing facilities management and maintenance services being provided to the end of December 2043. The 10 schools will cater to about 10,000 students, with construction of a new primary school and a high school due to commence in January 2014. Partner David Donnelly led the transaction. Baker & McKenzie is acting for US-based Platinum Equity in respect of its US$500 million purchase of a 70 percent stake in Sensis from Telstra. Platinum Equity is a leading global M&As and operations firm headquartered in Los Angeles. Sensis is the publisher of the Yellow and White Pages phone directories. Partner Craig Andrade is leading the transaction which is Platinum Equity’s first acquisition in Australia. Baker & McKenzie.Wong & Leow and Wong & Partners, member firms of Baker & McKenzie International in Singapore and Malaysia, have advised Sika AG in respect of the acquisition of LCS Optiroc Pte Ltd and LCS Opitoc Sdn Bhd, a manufacturer of cementitious powder products, from Lim Kim Hong Investment Pte Ltd, Lim Huay Ee and Chong Choong Fee. Partner Jon Worsfold led the transaction. Clifford Chance has advised Shanghai-based Spring Airlines Co Ltd (Spring Airlines), China’s first and only low-cost airline, in respect of the establishment of, and its investment in, Spring Airlines Japan Co Ltd (Spring Japan), a low-cost carrier entrant to the Japanese domestic airline market. Spring Japan was granted approval from Japan Ministry of Land, Infrastructure, Transport and Tourism to commence operations in May 2014 and plans to operate three domestic services from Tokyo Narita to Takamatsu, Hiroshima and Saga from the end of May 2014. Partner Andrew Whan, supported by partner Tatsuhiko Kamiyama, led the transaction. Cheung & Lee, in association with Locke Lord (HK), has represented Peace Map Holding Ltd (formerly Mongolia Investment Group Ltd) in respect of its HK$354 million (US$45.64m) disposal of the entire issued share capital of Rich Path Holdings Ltd. Rich Path Holdings, through its subsidiaries, provides maintenance and construction work on civil engineering contracts involving waterworks engineering and slope upgrading for the public sector in Hong Kong, water supply services in the PRC and renovation services in Macau. Partner Wing Cheung led the transaction. Michael Li & Co represented Rich Path Holdings. Davis Polk has advised China Investment Corporation (CIC) in respect of a block trade by its wholly-owned subsidiary, Chengdong Investment Corporation, of 1.2 billion shares of GCL-Poly Energy Holdings Ltd (GCL-Poly Energy). Proceeds from the transaction were approximately HK$3.12 billion (US$402.2m). GCL-Poly Energy’s shares are listed on the HKSE. CIC is a sovereign wealth fund headquartered in Beijing. GCL-Poly Energy is a green energy supplier based in China. It is one of the largest suppliers of polysilicon in the world and also operates large-scale solar farms globally. Partner Paul Chow led the transaction. Davis Polk has also advised the underwriters, composed of Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, JP Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Inc, Société Générale, US Bancorp Investments Inc and Woori Investment & Securities Co Ltd, in respect of a concurrent SEC-registered Schedule B debt offering by KEXIM of US$750 million floating-rate notes due 2017 and US$750 million four percent senior notes due 2024. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partner Eugene C Gregor led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Yoon & Yang as to Korean law. Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, and the lead managers, composed of SBI Capital Markets Ltd, Axis Capital Ltd, AK Capital Services Ltd, ICICI Securities Ltd, Karvy Investor Services Ltd and RR Investors Capital Services Private Ltd, in respect of Tranche- II of the 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. The issue was over-subscribed on its opening day on 9 December 2013 and was closed on 10 January 2014. Girish Rawat led the transaction. Herbert Smith Freehills has advised The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank as joint lead arrangers in respect of a US$100 million secured borrowing base facility to fund the development and operation of the Panzhuang coalbed methane (CBM) block in China. AAG Energy Limited (AAG), a China-focused CBM company, secured the five-year syndicated reserve-based loan for the development of its Panzhuang concessions in China. The concession is the first CBM concession to receive Overall Development Plan approval from the National Development and Reform Commission. AAG also operates the Mabi Block which, with Panzhuang, makes for two of the most commercially advanced CBM blocks in China. Both developments are located in the South Qinshui Basin of China’s Shanxi province. Partners Adrian Cheng, Monica Sun and Alexander Aitken led the transaction. HSA Advocates has advised Samtel Engineering & Sourcing Solutions Private Ltd and its promoters in respect of the sale of Samtel’s 100 percent stake to Laans Portfolios Private Ltd and Global Economic Advantage Private Ltd, a group which undertakes projects in IT and engineering space in North America, Middle East and India. Samtel is an engineering and outsourcing solutions provider to global companies and multinationals. The transaction also involved sale of 100 percent stake in a German company which was acting as Samtel’s front office in Germany to service clients in Europe. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. J Sagar Associates has advised Japanese entity Air Water Inc (AWI) in respect of its acquisition of a majority stake in Ellenbarrie Industrial Gases Ltd, a company listed on the Calcutta Stock Exchange. Post completion of the open offer process, AWI will hold 51 percent in the target company for approximately INR1.06 billion (US$17.1m). Ellenbarrie Industrial Gases Ltd is engaged in the manufacture and trading of industrial gases and provides ancillary products and services. Partners Amitabh Kumar, Somasekhar Sundaresan, Upendra N Sharma, Vikram Raghani, Sidharrth Shankar and Pallavi Puri led the transaction. J Sagar Associates has also advised private equity fund Nexus Ventures in respect of an investment in SSN Logistics Private Ltd, a company engaged in warehousing and last mile logistics services. This was the second round of investment into the start-up company which had generated the first round of funding from Times Internet Ltd, an Indiatimes group entity. Partner Sidharrth Shankar led the transaction. SSN Logistics was represented by Samvad Partners Bangalore whilst Times Internet was represented by Sandhill Counsel. Khaitan & Co has advised StepStone Ireland in respect of the India leg of the transaction in relation to indirect acquisition of Saongroup.com India Private Ltd as part of the global acquisition of Saongroup Ltd, an Irish company that operates job portals in 16 countries. Founded in 1996, StepStone is one of the most successful online job board businesses in Europe today. StepStone, including TotalJobs in the UK, operates some of the strongest online job portals with over 25.4 million visits and more than 260,000 jobs per month. Partner Rabindra Jhunjhunwala led the transaction. Khaitan & Co has also advised Mizuho Bank Ltd in respect of an external commercial borrowing of US$250 million granted to Oil India Ltd to fund its domestic capital expenditure requirements. Mizuho Bank is the core retail banking unit of Mizuho Financial Group, the second-largest financial services company in Japan and one of the three so-called Japanese megabanks. Partner Devidas Banerji led the transaction. Latham & Watkins represented Bank of America Merrill Lynch and Phatra Securities as joint book-runners in respect of the US$290 million exchangeable bond issuance by an offshore subsidiary of Thailand’s largest agribusiness company, Charoen Pokphand Foods Public Company Ltd. The bonds are exchangeable into shares of CP All Public Company Ltd, Thailand’s largest convenience store operator and the exclusive owner of the 7-Eleven franchise in Thailand. A stock borrow facility was also entered into in connection with the exchangeable bond issuance to facilitate hedging by investors. Partners Michael Sturrock, Lene Malthasen, Oliver Browne and Thomas Vogel led the transaction. Luthra & Luthra has acted as sole legal counsel to Shriram City Union Finance Ltd in respect of its public offering of non-convertible debentures worth INR1.5 billion (US$24.2m) listed on the BSE and the National Stock Exchange of India. ICICI Securities Ltd was the lead manager to the issue. Shriram City Union Finance, Shriram Group’s retail-financing non-bank financial company, provides various consumer financing products and services in India. It also provides personal and small business loans, as well as loans against gold. Partner Manan Lahoty led the transaction. Luthra & Luthra has also acted as sole legal counsel to Dhanlaxmi Bank and Elara Capital (India) Private Ltd, as placement agent, in respect of Dhanlaxmi Bank’s issue through qualified institutions placement of 17.5 million equity shares listed on the BSE and the National Stock Exchange of India. Dhanlaxmi Bank provides banking products and services to its customers across retail banking, microfinance and agricultural lending and small and medium enterprises group. In early 2013, it underwent a change in management and submitted a strategic turnaround plan to the RBI to better manage its expansion and improve its financial performance. The firm previously closed a qualified institutional placement (QIP) transaction for the bank in April 2013 and assisted it in complying with certain aspects of its turnaround plan. The second QIP further fortifies the bank’s balance sheets and improves its financial condition. Partner Manan Lahoty also led the transaction. Majmudar & Partners has acted as Indian counsel to Bank of Baroda London in respect of the reschedulement of certain working capital facilities extended by the bank to United Phosphorus Ltd (UK), Cerexagri Italia SRL (Italy), Cerexagri SAS (France), and Cerexagri BV (The Netherlands) against corporate guarantees provided by UPL Ltd India. Partner Prashanth Sabeshan led the transaction whilst TLT LLP acted as English counsel. Mayer Brown JSM has advised ING Bank NV Singapore Branch as arranger and book- runner in respect of the issuance by MIAT Mongolian Airlines (MIAT) of US$20 million floating rate guaranteed notes due December 2018. The notes are guaranteed by the Ministry of Finance of the Government of Mongolia and form an important part of MIAT’s acquisition financing of a Boeing 767-300ER aircraft. Partner Jason T Elder, with partners Stephen Walsh, Robert Flanigan and James Taylor, led the transaction. Morrison & Foerster has represented CCB International Capital Ltd and Bank of China International in respect of the HK$432 million (US$55.7m) IPO by menswear apparel company Fujian Nouqi on the HKSE on 9 January 2014. Partner Ven Tan led the transaction. Morrison & Foerster has also represented CCB International Capital Ltd and China Galaxy Securities in respect of the HK$420 million (US$54m) IPO of Miko International Holdings, a retailer of children’s apparel, on the HKSE on 15 January 2014. Partner Ven Tan also led the transaction, which was more than 1,000 times oversubscribed, making it one of the most heavily subscribed IPOs in the history of the HKSE. Paul Hastings has represented Guosen Securities (HK) Capital Company Ltd as the sponsor in respect of the listing by way of introduction of Livzon Pharmaceutical Group Inc’s H-shares converted from B-shares on the HKSE. Livzon Pharmaceutical is a comprehensive pharmaceutical enterprise integrating research and development, production and sales of pharmaceutical products and is already listed on the Shenzhen Stock Exchange. The successful closing of the transaction marks the second B to H-share conversion – making the firm the only international law firm to advise on all of the B to H-share projects launched in the market to date. Partners Raymond Li, Sammy Li and Zhaoyu Ren led the transaction. Paul Hastings has also represented the mandated lead arrangers, composed of Nomura, Bank of Taiwan, Cathay United Bank Co Ltd, ICBC International Capital Ltd and Maybank Investment Bank Berhad, in respect of the US$330 million term loan facility for AsiaInfo-Linkage Inc’s US$890 million going-private transaction managed by a consortium led by Chinese private equity company CITIC Capital Partners. AsiaInfo is China’s leading provider of telecommunication software solutions. The private investor consortium, which also included Ellington Investments Pte Ltd, provided the equity investment for the transaction. This marks China’s second-largest PE sponsored privatisation. Partner Brett W King, supported by partner Alexander Lee, led the transaction which was first announced in May 2013. Paul, Weiss has advised Tencent, Asia largest internet company by market value, in respect of its US$193 million investment in HKSE-listed China South City Holdings, a leading logistics firm in China based in Shenzhen. Tencent purchased 680.3 million new shares representing approximately 9.9 percent of the enlarged share capital in China South City. Tencent also has an option to buy 244.8 million additional shares for an additional investment of US$110.5 million. Partner Jeanette Chan led the transaction. Rajah & Tann is advising SGX-listed AusGroup Ltd (AGL) in respect of its proposed private placement in its capital of 96.1 million new ordinary shares amounting to approximately S$16.1 million (US$12.6m). DBS Bank Ltd is acting as the placement agent. AGL is a leading Australian construction service provider to the resources, energy and industrial sectors. The company also provides access services for construction and maintenance contracts through MAS Australasia Pty Ltd (MAS). The group has an established operations network positioned throughout Australia, Singapore and Thailand. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh are leading the transaction which was announced on 3 January 2014 and is yet to be completed. Drew & Napier is advising DBS Bank Ltd. Shook Lin & Bok is acting for TYJ Group Pte Ltd in respect of the S$272.2 million (US$213m) proposed joint investment, by way of equity and loan capital, by TYJ Group and SGX-listed GSH Corporation Ltd’s wholly-owned subsidiary, Borneo Ventures Pte Ltd, in The Sutera Harbour Group Sdn Bhd. Partners Wong Gang and Pearlyn Xie led the transaction. Slaughter and May has advised HKSE-listed Wanda Commercial Properties Group (Wanda Group) in respect of the formation of a joint venture with its parent company, Wanda Commercial Properties (Hong Kong) (Wanda HK), for the acquisition and redevelopment of a property located in central London, and a shareholder loan facility of approximately HK$875.6 million (US$112.9m) granted by Wanda HK to Wanda Group. Wanda Group’s maximum total capital commitment under the JV is HK$3 billion (US$386.75m). The transactions constituted a major and connected transaction of Wanda Group under the Hong Kong Listing Rules. Wanda Group and Wanda HK are subsidiaries of Dalian Wanda Commercial Properties, a PRC company engaged in property development, property leasing, property management and investment holding. Partner Lisa Chung led the transactions. Sullivan & Cromwell is representing Anheuser-Busch InBev (AB InBev) in respect of its re-acquisition of Oriental Brewery Co Ltd (OB), the leading brewer in South Korea, from KKR and Affinity for US$5.8 billion. The transaction, announced on 20 January 2014, is the largest inbound acquisition and the largest private equity deal in Korean history and the largest M&A deal in Asia in 2014 to date. The agreement returns OB to the AB InBev portfolio, after AB InBev sold the company in July 2009, following the combination of InBev and Anheuser-Busch, in support of the company’s deleveraging target. AB InBev will reacquire OB earlier than July 2014, as it was originally entitled to under the 2009 transaction. Partners Michael DeSombre and Frank Aquila led the transaction which is subject to regulatory approval in South Korea as well as other customary closing conditions, and is expected to close in the first half of 2014. Sullivan & Cromwell has also represented China Shenhua Overseas Development & Investment Company Ltd in respect of its shale gas-related acquisition and joint development agreement with Energy Corporation of America (ECA). Pursuant to the agreement, Shenhua Overseas acquired an undivided 50 percent interest in certain oil and gas leases in the Marcellus Shale Formation in Greene County, Pennsylvania and other related assets from ECA. The parties will jointly develop 25 wells on the leases. Partners Garth Bray, Eric Kadel and Chris Mann led the transaction. Weerawong, Chinnavat & Peangpanor has advised The Siam Commercial Bank PCL (SCB), one of Thailand’s largest and most venerable financial institutions, in respect of the sale of its 60.86 percent equity stake in The Siam Commercial Samaggi Insurance PCL (SCSMG), a major general insurance company in Thailand, to ACE Group, a global insurance and financial services firm based in the US. The transaction presents an excellent opportunity for ACE to further build its business in a fast-growing market by expanding its presence in personal and small commercial insurance. SCB and ACE Group have reached a conditional agreement on 13 January 2014 for the sale of the equity stake at β3.74 billion (US$113.6m). Partner Weerawong Chittmittrapap led the transaction which, as contemplated by the agreement, will likely be completed in the second quarter of 2014. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, together with Baker & McKenzie offices in London, Chicago, Sydney, Toronto, Hong Kong, Singapore, Frankfurt and Amsterdam, has advised Malayan Banking Bhd (Maybank) and CIMB Bank Bhd Labuan Branch (CIMB) in respect of the US$75 million banking facilities granted to a British Virgin Islands company as the borrower. Proceeds will be used to part finance the borrower’s acquisition of a company that owns a globally recognised toiletries brand. As part of the arrangement to secure the financing, various selected core operating companies of the borrower were required to give securities over their respective assets and properties. The deal is one of the first transactions involving an intellectual property securitisation in Malaysia. Partner Mark Lim led the transaction. WongPartnership has acted for British and Malayan Trustees Ltd and DBS Trustee Ltd as notes trustees, DBS Bank Ltd as paying agent, and Tricor Singapore Pte Ltd as meeting agent, in respect of the consent solicitation exercises relating to (a) S$150 million (US$117.34m) 3.62 percent notes due 2015 issued by Fraser & Neave Ltd (F&N) comprising Series 003, issued pursuant to F&N’s S$1 billion (US$782.3m) Medium Term Note Programme (MTNP); (b) S$108.25 million (US$84.68m) 5.5 percent notes due 2016 issued by F&N Treasury Pte Ltd (F&NT) comprising Series 009, issued pursuant to F&NT’s S$2 billion (US$1.56b) MTNP and guaranteed by F&N; (c) S$200 million (US$156.47m) 6 percent notes due 2019 issued by F&NT comprising Series 010, issued pursuant to F&NT’s S$2 billion (US$1.56b) MTNP and guaranteed by F&N; (d) S$50 million (US$39.12m) 2.45 percent notes due 2015 issued by F&NT comprising Series 011, issued pursuant to F&NT S$2 billion (US$1.56b) MTNP and guaranteed by F&N; (e) S$220 million (US$172m) 2.48 percent bonds due 2016 issued by F&NT; and (f) S$80 million (US$62.58m) 3.15 percent bonds due 2018 issued by F&NT. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for WBL Corporation Ltd in respect of its voluntary delisting from the SGX-ST and proposed exit offers by UE Centennial Venture Pte Ltd, a wholly-owned subsidiary of United Engineers Ltd (UE), for all the issued ordinary stock units and outstanding convertible bonds of WBL, other than those already owned, controlled or agreed to be acquired by the offeror. Partners Ng Wai King and Chan Sing Yee led the transaction. |
Deals – 16 January 2014
Allen & Gledhill has advised Miclyn Express Offshore Ltd (MEO) in respect of its issue of S$200 million (US$158m) 8.5 percent senior secured guaranteed bonds due 2016. The bonds were issued to finance the amalgamation of Manta 2 Holdings Ltd with MEO as part of a privatisation transaction under which the shares of MEO were de-listed from the ASX. Contemporaneously with the bonds issue and the completion of the amalgamation, MEO obtained a US$315 million term loan and revolving credit facility from DBS Bank Ltd to refinance an existing debt facility and to fund future vessel acquisitions. Partners Glenn Foo, Lim Wei Ting and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Singapore Airlines Ltd in respect of its acquisition of an approximately 7.3 percent interest in Tiger Airways Holdings Ltd from Dahlia Investments Pte Ltd and Aranda Investments Pte Ltd, indirect wholly-owned subsidiaries of Temasek Holdings (Private) Ltd. Partners Andrew M Lim, Hilary Low and Daren Shiau led the transaction. Allens and Widyawan & Partners have advised state-owned oil and gas company PT Pertamina (Persero) in respect of an LNG sale and purchase agreement with Corpus Christi Liquefaction LLC (CCL), in a deal that will see Indonesia import LNG from the international market for the first time. CCL is a subsidiary of US-based energy company Cheniere Energy Inc. Under the deal which was signed in December 2013, Pertamina agreed to buy 800,000 tonnes of LNG per year for 20 years from Cheniere’s CCL Project in Texas. The project is under development and LNG deliveries are expected to commence in 2018. Pertamina, which has historically been an LNG exporter, is the foundation customer for the project. Allens partner Tracey Greenaway led the transaction with Widyawan & Partners foreign legal adviser Brooke Van Gils. Baker & McKenzie has advised True Corporation Public Company Ltd and its subsidiaries in respect of the establishment of the True Telecommunications Growth Infrastructure Fund (TRUEGIF). The total fund value of over β58 billion (US$1.8b) makes it the second largest infrastructure fund in Thailand and the fourth largest fund established in Southeast Asia in 2013. The firm also advised SCB Asset Management Company Ltd to facilitate the offering of these units. With approximately 5.8 billion investment units, the offering is comprised of both domestic and international offerings under Rule 144A and Regulation S. The initial offering of the fund will allow TRUEGIF to invest in a variety of infrastructure assets. After being approved by the Stock Exchange of Thailand, trading of the fund began on 27 December 2013. Partners Thinawat Bukhamana, Chaveewan Likhitwattanachai and Theppachol Kosol led the transaction. Linklaters (Thailand) Ltd and Davis Polk & Wardwell also acted on the deal. Clayton Utz is advising Canadian-based gold miner Barrick Gold Corporation in respect of its proposed sale of Plutonic mine in Western Australia to Northern Star Resources Ltd for a total cash consideration of A$25 million (US$22.5m), subject to certain closing adjustments. The transaction, which is subject to customary closing conditions, was announced on 22 December 2013 and is expected to complete in February 2014. Partner John Elliott is leading the transaction. Cleary Gottlieb is advising Suntory Holdings Ltd in respect of a definitive agreement under which Suntory will acquire all outstanding shares of NYSE-listed Beam Inc for US$83.50 per share in cash or total consideration of approximately US$16 billion, including the assumption of Beam’s outstanding net debt. Founded in Osaka, Japan in 1899, Suntory Group is Japan’s leading player in alcoholic and non-alcoholic beverages. Suntory Group currently operates in Asia, Oceania, Europe, the Americas and Africa. Headquartered in Deerfield, Illinois, Beam is one of the world’s leading premium spirits companies. The transaction, which has been unanimously approved by each company’s board of directors, is expected to close in the second quarter of 2014, subject to Beam stockholders’ approval, regulatory approvals and other customary closing conditions. Partners Paul Shim and Benet O’Reilly led the transaction which will create a stronger global player in premium spirits with annual net sales of spirits products exceeding US$4.3 billion. Clifford Chance has advised the Development Bank of Japan Inc (DBJ) in respect of an agreement with Marubeni Corporation for co-investment into the Gunfleet Sands 1 & 2 offshore wind farms in the UK. The agreement was signed in December 2013. When the transaction is completed, Marubeni and DBJ will each have a 24.95 percent ownership share in the 172 MW Gunfleet Sands project, located about 7km off the Essex coast of the UK. DONG Energy retains its 50.1 percent share and will continue as operator of the wind farms. The transaction is DBJ’s first acquisition of an equity interest in renewable energy production outside Japan. Partners Ashvin Seetulsingh and Andrew Whan led the transaction. Davis Polk has advised Bestgain Real Estate Lyra Ltd, a wholly-owned subsidiary of China Vanke Co Ltd, in respect of its Regulation S issue of RMB1 billion (US$165.5m) 4.5 percent guaranteed notes due 2018 and issue of RMB1 billion (US$165.5m) 4.05 percent guaranteed notes due 2016 under its US$2 billion medium-term note program. The notes were guaranteed by China Vanke’s wholly-owned subsidiary Vanke Real Estate (Hong Kong) Company Ltd and supported by a keepwell deed and an equity purchase undertaking from China Vanke. Shenzhen Stock Exchange-listed China Vanke is a leading residential property developer in China. Partner Paul Chow led the transaction. The managers were advised by Linklaters as to Hong Kong law. China Vanke was advised by Conyers Dill & Pearman as to British Virgin Islands law. Davis Polk has also advised China Oilfield Services Ltd in respect of its primary placing of approximately 276.3 million new H shares for total proceeds of approximately HK$5.9 billion (US$760.9m). China International Capital Corporation Hong Kong Securities Ltd, Credit Suisse (Hong Kong) Ltd, JP Morgan Securities plc, Goldman Sachs (Asia) LLC and Morgan Stanley & Co International plc acted as placing agents. China Oilfield Services, a subsidiary of China National Offshore Oil Corporation, is the leading integrated oilfield services provider in the offshore China market. It operates in Southeast Asia, Middle East, Europe, Australia, North and South America and Africa. China Oilfield Services Ltd is dual-listed on the HKSE and the Shanghai Stock Exchange. Partners Antony Dapiran and Li He led the transaction whilst KangDa Law Firm acted as PRC counsel. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel whilst Zhong Yin Law Firm acted as PRC counsel to the placing agents. Deacons has advised Bank of China (Hong Kong) Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Standard Chartered Bank (Hong Kong) Ltd, Agricultural Bank of China Ltd Hong Kong Branch, Bank of Communications Co Ltd Hong Kong Branch, Industrial and Commercial Bank of China (Asia) Ltd and China Construction Bank (Asia) Corporation Ltd in respect of the issue in Hong Kong by the Ministry of Finance of the People’s Republic of China of RMB10 billion (US$1.65b) bonds. Partner Kevin Tong led the transaction. Linklaters and Haiwen & Partners acted as Hong Kong counsel and PRC counsel to the Ministry of Finance of the People’s Republic of China. Deacons has also acted as Hong Kong counsel for DBS Nominees (Private) Ltd and SEAVI Advent Asia Investments (II) Ltd in respect of their approximately US$13 million share sale in Jintian Pharmaceutical Group Ltd as part of its HK$1.45 billion (US$187m) global offering and IPO on the HKSE. Partner Sabrina Fung led the transaction. Jintian Pharmaceutical Group Ltd was advised by Freshfields Bruckhaus Deringer as to Hong Kong and US laws, Commerce & Finance Law Offices as to PRC law and Maples and Calder as to Cayman Islands law. Morgan Stanley Asia Ltd, the sole sponsor, and other underwriters were advised by Clifford Chance as to Hong Kong and US laws and Jingtian & Gongcheng as to PRC law. Dhir & Dhir Associates has advised NHPC Ltd, a Mini Ratna Category-I public sector undertaking, in respect of its INR2,368 crore (US$385.3m) buyback of 10 percent of its equity shares. The buyback offer opened on 29 November 2013 and closed on 12 December 2013. NHPC purchased approximately 1.1 billion shares worth more than INR2,130 crore (US$346.6m) from the government. SBI Capital Markets Ltd was the manager to the buyback. Girish Rawat led the transaction. Dhir & Dhir Associates has also advised National Housing Bank, wholly-owned by Reserve Bank of India, in respect of the 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 INR2,100 crore (US$341.7m). The issue was subscribed 2.08 times on its opening day on 30 December 2013 and was pre-closed on 1 January 2014. Edelweiss Financial Services Ltd, Axis Capital Ltd and RR Investors Capital Services Private Ltd acted as the lead managers to the issue. Girish Rawat also led the transaction. Economic Laws Practice has advised Mayfield and Canaan in respect of their second round of investment through subscription and purchase of Series B compulsorily convertible preference shares and equity shares in India Property Online Private Ltd (IPOPL). The investment was undertaken along with Bertelsmann Netherland BV. IPOPL provides online property listing services, online assisted property search services, marketing services and other property-related services. Vinayak Burman and Archana Khosla led the transaction. S&R Associates, led by partner Rajat Sethi, advised Bertelsmann whilst Fox & Mandal, led by partner Jeevandham Rajagopalan, advised IPOPL. Eversheds has advised New World China Land Ltd (NWCL) in respect of its acquisition of Penta Hotel Holdings Ltd for approximately €13.5 million (US$18.5m). NWCL is one of the leading large-scale national developers in China with projects in over 25 large cities and major transportation hubs. Penta Hotel Holdings Ltd manages 24 Pentahotels across Germany, the UK, Belgium, Czech Republic and Austria. Partners Stephen Mok, Dr Alexander Honrath and Thomas Ziegler led the transaction. J Sagar Associates has advised HAV2 (Mauritius) Ltd, a SEBI-registered FVCI, in respect of its exit from Newgen Software Technologies Ltd pursuant to the sale of its shares to Ascent India Fund III and IDG Ventures India Fund II LLC (IDGVI). Ascent and IDGVI are funds based out of India and Mauritius, respectively. Newgen is a leading global provider of, amongst others, business process management, enterprise content management and document management system. In another leg of the transaction which has closed simultaneously, Ascent and IDGVI have acquired shares of Newgen by purchase and subscription. Partners Sidharrth Shankar and Pallavi Puri led the transaction. J Sagar Associates has also advised Facebook in respect of its first-ever transaction relating to the acquisition of shares of an Indian company, Little Eye Software Labs Private Ltd, a Bangalore-based mobile software analytics company. Partner Vivek K Chandy led the transaction whilst Fenwick & West, led by Ken Myers and Vishal Dave, acted as US counsel. The investors of Little Eye were advised by Sand Hill Counsel led by partner Shantanu Surpure whilst one of the investors was also represented by Poovayya & Co led by Vishnu Jerome and Vikram Jeet Singh. Khaitan & Co has advised Weener Plastik GmbH in respect of the 100 percent acquisition of Weener Empire Plastics Ltd. The WEENER Group is a globally active corporation with a total of 31 locations around the globe. WEENER develops and manufactures innovative plastic packaging for a wide variety of markets and customer groups. Partner Rabindra Jhunjhunwala led the transaction. Khaitan & Co has also advised Al Dahra International Investments LLC in respect of the acquisition of 20 percent stake in Kohinoor Foods Ltd for approximately US$18 million. Al Dahra Holding is into production and distribution of products such as wheat, potatoes, rice, corn, olives, dates and grapes. Al Dahra International has made investments in several countries, including the UAE, the US, Spain, Serbia, Egypt and South Africa. Partner Arindam Ghosh led the transaction. Maples and Calder has acted as Cayman Islands counsel to HKSE-listed Cayman company MicroPort Scientific Corporation in respect of obtaining US$200 million credit facilities from one of its major shareholders, Otsuka Medical Devices Co Ltd, a company incorporated in Japan. The loan facilities are being obtained to finance the acquisition by MicroPort subsidiary MicroPort Medical BV of the assets and liabilities of Wright Medical Group Inc’s worldwide hip and knee orthopaedic reconstruction business. Greg Knowles and Richard Spooner led the transaction whilst Morrison & Foerster, led by Dale Caldwell, Adrian James and Markus Glodek, acted as international counsel. Clifford Chance advised Otsuka. Paul Hastings has advised SoftBank Corp as the lead investor in respect of a US$120 million investment round for Wandoujia, one of China’s largest mobile app distribution platforms. Wandoujia runs an Android app store featuring over a million apps and has over 300 million users. Partner David Wang led the transaction. Shook Lin & Bok has advised Morgan Stanley Asia (Singapore) Pte as financial adviser to SGX-listed Fraser and Neave Ltd (F&N) in respect of F&N’s distribution of all the issued shares in Frasers Centrepoint Ltd (FCL) to shareholders by way of a dividend in specie, and the listing of FCL on the SGX-ST by way of an introduction, in relation to the demerger of F&N’s property business. FCL is possibly one of the largest listed property companies on the SGX-ST by market capitalisation. Partner David Chong led the transaction. Stephenson Harwood has advised VietJet Air in respect of the purchase of up to 46 CFM 56 aircraft engines worth (at catalogue prices) up to US$800 million from CFM International SA to be installed on 20 CEO (Current Engine Options) Airbus aircraft. VietJet Air is the first private airline in Vietnam to be licensed to operate domestic and international flights. The memorandum of understanding for the transaction was signed in Hanoi on 16 December 2013 in the presence of US Secretary of State John Kerry during his visit to Vietnam. Paul Ng led the transaction which is one of largest and most significant engine orders of the year. Sullivan & Cromwell has represented China Mengniu Dairy Company Ltd as a cornerstone investor in respect of its purchase of US$60 million worth of shares in YuanShengTai Dairy Farm Ltd’s up to US$500 million IPO on the HKSE. Credit Suisse and Macquarie were the book-runners of the IPO. Partner Kay Ian Ng led the transaction which was completed on 6 November 2013. Sullivan & Cromwell is also representing Yashili International Holdings Ltd in respect of the approximately US$62 million pending sale of 100 percent of its subsidiary, Yashili (Zhengzhou) Nourishment Co Ltd, to a joint venture company to be set up between leading Chinese dairy company China Mengniu Dairy Ltd and WhiteWave Foods Company, a leading consumer packaged food and beverage company in North America and Europe. The JV intends to manufacture, market and sell a range of nutritious products in China. Under the terms of the agreement, WhiteWave will own a 49 percent stake in the JV whilst Mengniu will own a 51 percent stake. The formation of the JV is subject to various governmental approvals in China which are expected to be obtained in the first half of 2014. The acquisition of the production facility is subject to the formation of the JV and approval of the minority Yashili shareholders. Partner Gwen Wong led the transaction which was announced on 6 January 2014. WongPartnership has acted for Avago Technologies Ltd in respect of a US$1 billion convertible bond issue to Silver Lake Partners. Partners Hui Choon Yuen, James Choo and Tan Shao Tong led the transaction. WongPartnership has also acted as Singapore counsel for Linc Energy Ltd in respect of its concurrent delisting from the ASX and the new listing on the SGX with an offering of 51.85 million shares, including the over-allotment option, at an offering price of S$1.20 (US$0.95) per share consisting of an international placement made pursuant to Rule 144A and Regulation S under the US Securities Act of 1933, as amended, and a public offer in Singapore, to raise approximately S$62.2 million (US$49.1m). Credit Suisse (Singapore) Ltd, DBS Bank Ltd, and JP Morgan (SEA) Ltd are the joint issue managers, joint book-runners and joint lead managers for the offering. Partners Gail Ong and Karen Yeoh led the transaction. |
Deals – 9 January 2014
Ali Budiardjo, Nugroho, Reksodiputro has advised Mitsui & Co Ltd in respect of the structuring of new subscription of shares by Lippo Group’s affiliated company PT Ciptadana Capital and the additional subscription by Yamaha Motor Group in Indonesian motorcycle financier PT Bussan Auto Finance (BAF). After the share sale valued at approximately IDR350 million (US$28,752), Mitsui now controls 70 percent of BAF, Yamaha Motor controls 20 percent, and Ciptadana holds the remaining 10 percent. Partner Luky I Walalangi advised on the matter. Ali Budiardjo, Nugroho, Reksodiputro has also represented PT Bank Tabungan Negara (Persero) Tbk as the initial creditor and servicer in respect of the asset-backed securities Danareksa BTN 04-Mortgage Class A issued by A Mutual Fund/Kontrak Investasi Kolektif Efek Beragun Aset Danareksa BTN04-KPR which listed on Indonesia Stock Exchange on 23 December 2013. The custodian of these issuances is PT Bank Mandiri (Persero) Tbk whilst the fund manager is PT Danareksa Investment Management. Partner Freddy Karyadi advised on the matter. Allen & Gledhill has advised United Overseas Bank Ltd as arranger in respect of the establishment of a S$350 million (US$276m) multicurrency medium term note programme by TEE International Ltd. Partners Margaret Chin and Sunit Chhabra led the transaction. Allen & Gledhill has also advised Oversea-Chinese Banking Corporation Ltd as the arranger and DB International Trust (Singapore) Ltd as trustee for the holders of the notes in respect of the establishment of a S$300 million (US$236.6m) multicurrency medium term note programme by Mohamed Mustafa & Samsuddin Co Pte Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction. Allen & Gledhill has additionally advised GIC Pte Ltd in respect of the acquisition of a 50 percent stake in Broadgate, a world-renowned business district in London owned by Blackstone Real Estate Partners Europe III and Blackstone Real Estate Partners VI. The remaining 50 percent stake is held by The British Land Company plc, one of the largest REITs in UK. Following the acquisition, GIC and British Land entered into a joint venture agreement. British Land will provide asset management for the JV whilst Broadgate Estates, a wholly-owned subsidiary of British Land, will continue to provide day-to-day property management and occupier services. Partners Richard Young, Tang Siau Yan and Andrew Chan led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised family-owned private equity fund Invus Group in respect of its investments in Capital Foods Private Ltd. The investment involved the purchase of shares from existing investor Future Consumer Enterprise Ltd, the purchase of shares from promoter Ajay Gupta, and the subscription of shares by Invus Group, through its investing company Artal Asia Pte Ltd. Partner Raghubir Menon led the transaction which closed on 13 December 2013. AZB & Partners, led by partner Alka Nalavadi, advised Capital Foods Private Ltd and Ajay Gupta. Amarchand & Mangaldas & Suresh A Shroff Co has also advised Global Health Private Ltd (GPHL) and the promoter Dr Naresh Trehan in respect of the issuance of compulsorily convertible preference shares in GHPL to Anant Investments, a Mauritius-based entity of the Carlyle Group. Anant also purchased GHPL equity shares from exiting private equity fund GL Asia Mauritius II Ltd, an entity of the New York-based Avenue Capital Group LLc. After the completion of the transactions, Anant’s shareholding shall stand at a maximum of 27.5 percent on a fully diluted basis. Partner Mrinal Kumar led the transaction which was valued at approximately INR10 billion (US$160.25m) and closed on 18 December 2013. Luthra and Luthra advised Anant whilst Clifford Chance acted as international legal counsel and Latham & Watkins advised on anti-trust issues. GL Asia Mauritius II Ltd was represented by S&R Associates. Appleby has acted as Cayman Islands counsel to Yi Hua Department Store Holdings Ltd, a long established department store chain based in Shiqi, Zhongshan City, in respect of its listing on the HKSE with net proceeds of approximately HK$84 million (US$10.83m). Yi Hua will use the proceeds for a newly opened department store in Yangjiang, the opening of a new department store in Zhenjiang, the opening of a new department store in Enping, and upgrading its existing information and technology systems. Partner John Melia led the transaction whilst Anthony Siu & Co advised as to Hong Kong law. Peter C Wong, Chow & Chow advised the underwriters as to Hong Kong law. Appleby has also acted as Cayman counsel for Consun Pharmaceutical Group Ltd in respect of its listing on the HKSE on 19 December 2013 with net proceeds of approximately HK$897.5 million (US$115.75m). Consun will use the proceeds for infrastructure investment, research and development activities and expansion of existing marketing and distribution networks, among others. BOCI Asia Ltd is the sole sponsor and underwriter for the IPO. Partner Judy Lee led the transaction whilst Li & Partners and Jingtian & Gongcheng advised as to Hong Kong law and PRC law, respectively. Eversheds and Jia Yuan Law Offices advised the underwriters as to Hong Kong law and PRC law, respectively. Appleby has additionally acted as Cayman counsel for China Wood Optimization (Holding) Ltd, which is principally engaged in the processing, manufacturing and sale of processed wood products, in respect of its listing by way of placing on the Growth Enterprise Market of the HKSE on 6 January 2014, with net proceeds of approximately HK$210 million (US$27m). China Wood will use the net proceeds to enhance its production capacity through the acquisition of advanced equipment, repayment of loans, strengthening research and development for new products and expansion of the sales networks, amongst others. Partner Judy Lee led the transaction whilst P C Woo & Co and Commerce & Finance Law Offices advised as to Hong Kong law and PRC law, respectively. Chiu & Partners advised the underwriters as to Hong Kong law whilst Jingtian & Gongcheng advised on PRC law. AZB & Partners has advised General Atlantic Singapore Fund Pte Ltd in respect of its acquisition of an approximately 22 percent stake in And Designs India Ltd from Future Lifestyle Fashions Ltd and also additional equity from other shareholders. Partner Shuva Mandal led the transaction which was completed on 12 November 2013. AZB & Partners is also advising SQS Software Quality Systems AG in respect of its acquisition of control and a majority equity stake in Thinksoft Global Services Ltd through a combination of a purchase of shares from the current founders of Thinksoft and a consequent open offer under Indian takeover regulations. Partner Srinath Dasari is leading the transaction which was valued at approximately US$23.8 million and is yet to be completed. AZB & Partners has additionally advised The Royal Bank of Scotland NV (RBS) in respect of its agreement with The Ratnakar Bank Ltd (RBL) pursuant to which RBL agreed to acquire the banking, credit cards and mortgage businesses of RBS in India. Partner Ashwin Ramanathan led the transaction which was completed on 23 December 2013. Baker & McKenzie is advising ARA Asset Management (Prosperity) Ltd, the manager of Prosperity Real Estate Investment Trust (Prosperity REIT), in respect of Prosperity REIT’s proposed acquisition of a 25-storey Grade-A office building in Kwun Tong, Hong Kong for approximately HK$1.01 billion (US$141.87m), subject to certain adjustments. The acquisition will be financed by the drawing down of new facilities to be installed as well as Prosperity REIT’s existing revolving credit facility. Partner Milton Cheng, with partners Debbie Cheung and Simon Leung, is leading the transaction. Bird & Bird has advised UK headquartered company SyQic in respect of its AIM IPO with a market capitalisation of £15 million (US$24.5m) upon admission. Founded in 2004, SyQic is a fast growing OTT provider of live TV and on-demand paid video content for mobile phones and tablets. As of 31 July 2013, SyQic had served over one million end-users across its core markets in Malaysia, Philippines and Indonesia. The group now plans to expand into the UK, Continental European and US markets. Partners Simon Fielder, Colin Kendon and Joanna Teng led the transaction. Clifford Chance has advised Carlyle Growth Partners IV VP in respect of its US$25 million cornerstone investment in China’s largest death services provider Fu Shou Yuan International Group Ltd, which listed on the HKSE on 19 December 2013. Fu Shou Yuan is one of the first private company entrants into China’s death care services industry when it began operating a cemetery in Shanghai in 1994. The company operates sites in eight major cities across China. Fu Shou Yuan will use the proceeds to acquire land for development and construction of new cemeteries, setting up new funeral facilities in the PRC and expansion of its sales network. Citigroup Global Markets Asia Ltd is the sole sponsor and global coordinator of the IPO. Partner Terence Foo, supported by partner Wendy Wysong, led the transaction. Appleby, led by partner Judy Lee, acted as Cayman counsel for Fu Shou Yuan International Group Ltd whilst Shearman & Sterling advised as to Hong Kong and US laws and Watson & Band Law Offices advised as to PRC law. Paul Hastings and Jingtian & Gongcheng advised the underwriters as to Hong Kong law and PRC law, respectively. Clifford Chance has also advised NWS Holdings Ltd, the infrastructure and service flagship of New World Development Company Ltd, in respect of its acquisition of shares in Beijing Capital International Airport Co Ltd (BCIA) for approximately HK$2.36 billion (US$304.37m). Upon completion of the share purchase agreement, NWS Holdings will hold approximately 20.38 percent of the total issued H Shares in BCIA, representing approximately 8.84 percent of BCIA’s total issued share capital. BCIA is the world’s second busiest airport in terms of passengers through, exceeding 80 million per annum. Partner Cherry Chan led the transaction. Davis Polk has advised Kerry Logistics Network Ltd, a leading logistics service provider in Asia, in respect of its spinoff, IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The global offering posted gross proceeds of approximately HK$2.2 billion (US$282m) prior to any exercise of the over-allotment option. Prior to the spinoff, Kerry Logistics was a wholly-owned subsidiary of HKSE-listed Kerry Properties Ltd. BOCI Asia Ltd, Citigroup Global Markets Asia Ltd (Citi), HSBC Corporate Finance (Hong Kong) Ltd and Morgan Stanley Asia Ltd acted as the joint sponsors for the offering. BOCI, Citi, The Hongkong and Shanghai Banking Corporation Ltd and Morgan Stanley were the joint global coordinators, joint lead managers and joint book-runners. CIMB Securities Ltd is also one of the joint book-runners. DBS Asia Capital Ltd and Mizuho Securities Asia Ltd are also joint lead managers. Partners Bonnie Y Chan, Paul Chow and James C Lin led the transaction whilst and Tian Yuan Law Firm advised as to PRC law. Freshfields Bruckhaus Deringer, led by partners Ken Martin and Calvin Lai, advised the underwriters on US federal and New York state legal aspects whilst Deacons and Jian Yuan Law Offices advised as to Hong Kong law and PRC law, respectively. Davis Polk has also advised True Corporation Public Company Ltd and certain of its subsidiaries in respect of its spinoff of telecommunications infrastructure assets to TRUE Telecommunications Growth Infrastructure Fund, an infrastructure fund established under the laws of Thailand and managed by SCB Asset Management Company. The transaction involved an international offering in reliance on Rule 144A and Regulation S by the fund in connection with its IPO of investment units and listing on the Stock Exchange of Thailand. The investments units were concurrently offered publicly in Thailand and registered with the Securities and Exchange Commission of Thailand. The total gross proceeds from the global offering are approximately β58.1 billion (US$1.76b). The offering is the second-largest IPO in Thailand to date and represents the first telecommunications fund to be established under Thailand’s recent infrastructure fund regime. In the international offering, Credit Suisse (Singapore) Ltd and The Siam Commercial Bank Public Company Ltd (SCB) were joint global coordinators; Bangkok Bank Public Company Ltd, Credit Suisse, Merrill Lynch (Singapore) Pte Ltd, SCB and UBS AG Hong Kong Branch were joint book-runners; and Standard Chartered Securities (Singapore) Pte. Ltd was joint lead manager. Partners William F Barron, John D Paton and Daniel N Budofsky led the transaction. Baker & McKenzie represented True in connection with the spinoff as to Thai law and True, the fund and the management company in connection with the IPO as to Thai law. Linklaters (Thailand) advised the fund and the management company in connection with the spinoff. The management company was advised by Linklaters Singapore as to Singapore law and by Linklaters as to Dutch law. The underwriters were represented by Linklaters as to US law and Linklaters (Thailand) as to Thai law. DLA Piper has acted as sole international counsel to Power Grid Corporation of India, the largest power transmission company in India, in respect of its US$1.1 billion offering. Citibank, UBS, ICICI, Kotak Mahindra and SBI Capital were the underwriters and global coordinators for the offering. Power Grid is the principal electric power-transmission company in the country. It owns and operates more than 90 percent of India’s electric power transmission systems. The offering was a combination of a government disinvestment (with the Government of India selling a small portion of its existing holding) and the issuance of new equity shares. The offering, which was oversubscribed 6.7 times, was one of the largest equity capital market transaction in India in 2013. Partners Stephen Peepels and Biswajit Chatterjee led the transaction whilst Amarchand Mangaldas acted as domestic counsel. S&R Associates acted as domestic counsel for the underwriters. Economic Laws Practice has advised Hiten Khatau Group, composed of Great View Properties Private Ltd and Viscose Holdings Ltd, as the promoters in respect of Cable Corporation of India Ltd’s voluntary delisting from the Bombay Stock Exchange in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009. The dispatch of consideration to the equity shareholders was made on 13 December 2013. Partner Suhail Nathani led the transaction which was valued at INR367 million (US$5.9m). Economic Laws Practice has also advised Igarashi Motors India Ltd (IMIL) in respect of the purchase of 97.9 percent shares of Agile Electric Sub Assembly Private Ltd (Agile) by Blackstone Capital Partners (Singapore) (Blackstone) and persons acting in concert from listed companies HBL Power Systems Ltd and IMIL and others, including IMIL’s managing director. The transaction also involved IMIL’s preferential issue of optionally convertible debentures to IMIL’s managing director. Through its acquisition, Blackstone will exercise indirect control over IMIL, resulting in an indirect trigger of an open offer to the public shareholders of IMIL in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Mape Advisory Group Private Ltd acted as manager to the offer. Partner Suhail Nathani also led the transaction which was valued at INR481.3 million (US$7.7m). Amarchand & Mangaldas & Suresh A Shroff & Co advised the acquirers whilst AZB & Partners advised the selling shareholders. Freshfields Bruckhaus Deringer has advised Daiwa Capital Markets as the sole sponsor and the underwriters on the Hong Kong, Japanese and US law aspects in respect of the US$58 million global offering and listing of econtext Asia Ltd on the HKSE which took place on 19 December 2013. Econtext, a leading provider of online payment services and e-commerce solutions in Japan, designs and markets system solutions that facilitate online payment transactions and e-commerce solutions for online merchants in Japan. Partners Teresa Ko, Grace Huang, Ken Martin, Edward Cole and Junzaburo Kiuchi led the transaction. Freshfields Bruckhaus Deringer has also advised China Everbright Bank on the US and Hong Kong law aspects in respect of its US$3 billion H-share IPO on the HKSE which took place on 20 December 2013. It was the largest IPO in Hong Kong in 2013. China Everbright Bank is a state-owned commercial bank headquartered in Beijing. The bank listed its A shares on the Shanghai Stock Exchange in 2010. Partners Calvin Lai and Richard Wang led the transaction. Freshfields Bruckhaus Deringer additionally acted as US and Hong Kong law counsel for HSBC, as the sole sponsor to the new listing, and HSBC, BOCI, JP Morgan and Standard Chartered Bank, as the placing agents to the share placing, in respect of the US$1.83 billion acquisition of commercial property portfolio of COFCO Land Ltd by The Hong Kong Parkview Group Ltd. The transaction constituted a very substantial acquisition and a reverse takeover under the HKSE Listing Rules and a deemed new listing on the HKSE. Hong Kong Parkview, an indirect subsidiary of COFCO Corporation, is engaged in the development, operation, sale, leasing and management of mixed-sue complexes and commercial properties including resort and tourist properties. Partners Teresa Ko, William Woo and Calvin Lai led the transaction. Gibson, Dunn & Crutcher has advised HKT Ltd, Hong Kong’s leading fixed line telecommunications operator, in respect of its US$2.43 billion acquisition of CSL New World Mobility Ltd (CSL), one of the leading mobile telecom operators in Hong Kong, from Telstra Corporation and New World Development Company. The sale, which is subject to regulatory approval in Hong Kong and HKT and PCCW Ltd security holder approval, would equate to proceeds of approximately A$2 billion (US$1.79b) for Telstra’s 76.4 percent interest. HKT will also acquire the remaining 23.6 percent shareholding held by New World Development through its wholly-owned subsidiary Upper Start. Partner Graham Winter led the transaction which was announced on 20 December 2013. Freshfields Bruckhaus Deringer, led by partner Simon Weller with partners Teresa Ko and Jenny Connolly, advised New World Development and Upper Start. J Sagar Associates has advised Wal-Mart Stores Inc in respect of its merger filing before the Competition Commission of India (CCI) regarding Wal-Mart’s buy-out of Bharti’s stake in Bharti Wal-Mart Private Ltd, the joint venture between Wal-Mart & Bharti, and the purchase by Bharti Ventures Ltd of CCDs of Cedar, a subsidiary of Bharti, from the Wal-Mart Group. The filing was made before the CCI on 28 November 2013 and CCI approved the proposed transaction on 12 December 2013. Partner Amitabh Kumar led the transaction. Bharti Group was advised by AZB & Partners. J Sagar Associates has also advised GDF SUEZ in respect of the acquisition of a 74 percent shareholding in Meenakshi Power Project, a thermal power project in Andhra Pradesh, India, with Meenakshi Energy and Infrastructure Holdings Private Ltd retaining 26 percent. The Meenakshi project comprises 300 MW of operational capacity and 700 MW under construction. Partners Upendra N Sharma, Nitesh Bhasin, Sumanto Basu, Pallavi Bedi, Vishnu Sudarsan and Sanjay Kishore led the transaction. J Sagar Associates has additionally acted for Spanish auto component manufacturer Cikautxo S Coop in respect of a complete buy-out of its existing joint venture partner Jamshedpur-based company Taurus Flexible Private Ltd (TFPL) from their JV company Cikautxo Taurus Flexibles Private Ltd (CTFP). TFPL has a significant presence in the auto component manufacturing space. Earlier in 2011, the firm had acted for Cikautxo in setting up of the JV. Pursuant to the transaction, Cikautxo, along with its nominee Mondragon Inversiones SPES Coop, holds 100 percent of the equity share capital of the JV on a fully diluted basis. Partners Upendra Nath Sharma and Pallavi Puri led the transaction. MD&T, led by partner Thimmaiah, advised TFPL. Khaitan & Co has advised Elder Pharmaceuticals Ltd in respect of the proposed sale of some of its branded domestic formulations business in India and Nepal to Torrent Pharmaceuticals Ltd by way of a slump sale for approximately US$324 million. The business will be sold as a going concern and will involve transfer of employees. Pursuant to the transaction, Elder will continue to manufacture and supply the products at its existing manufacturing facilities for Torrent for a period of three years. Listed on the Indian stock exchanges, Elder Pharmaceuticals is an integrated pharmaceutical player headquartered in Mumbai with a strong presence in the domestic formulation business. Partners Haigreve Khaitan and Bhavik Narsana led the transaction. Khaitan & Co has also advised Deutsche Bank AG Singapore on the Indian law aspects and enforceability issues in respect of the assignment of rights of Jubilant Life Sciences NV under an export agreement with Jubilant Life Sciences Ltd to Deutsche Bank AG Singapore for €25 million (US$34.25m). Partner Devidas Banerji and director Ketan Kothari led the transaction. Latham & Watkins has advised Avago Technologies Ltd, a leading designer, developer and global supplier of analog semiconductor devices, in respect of a definitive agreement under which Avago will acquire LSI in an all-cash transaction valued at US$6.6 billion. LSI designs semiconductors and software that accelerate storage and networking in datacentres, mobile networks and client computing. The acquisition creates a highly diversified semiconductor market leader with approximately US$5 billion in annual revenues by adding enterprise storage to Avago’s existing wired infrastructure, wireless and industrial markets. The transaction is supported by a US$4.6 billion credit facility from a group of banks led by Deutsche Bank Securities and by a US$1 billion investment from Silver Lake Partners. Partners Christopher “Kit” Kaufman, Luke Bergstrom, Anthony Richmond, Greg Rodgers and Jennifer van Driesen led the transaction. Latham & Watkins has also represented DBS Bank Ltd, as sole book-runner and lender, in respect of Manta 2 Holdings Ltd’s issue of S$200 million (US$157.4m) 8.5 percent senior secured guaranteed bonds due 2016. The bonds were issued to finance Manta 2’s amalgamation with Miclyn Express Offshore Ltd (MEO) as part of a privatisation transaction under which the shares of MEO were de-listed from the ASX. Contemporaneously with the issuance of the bonds and the completion of the amalgamation, MEO obtained a US$315 million term loan and revolving credit facility from DBS Bank to refinance an existing debt facility and to fund future vessel acquisitions. Partners Timothy Hia, Sin Chei Liang and Sharon Lau led the transaction. Luthra & Luthra has advised the Carlyle group in respect of its acquisition of a 28 percent stake in Global Health Private Ltd. Led by cardiac surgeon Dr Naresh Trehan, Global Health owns and operates the multi-super specialty 900-bed hospital ‘Medanta – the Medicity’ in Gurgaon and ‘Medanta Mediclinic’, a multi-super specialty OPD clinic and day-care facility. Through its subsidiary, Medanta Duke Research Institute Private Ltd, Global Health conducts research and development activities related to drugs, surgery and medical devices and equipment. Carlyle is one of the first global private equity firms to invest in India with US$185 billion of assets under management. The transaction was already approved by the Competition Commission of India. Partner Shishir Vayttaden led the transaction whilst Clifford Chance and Latham & Watkins also advised the Carlyle Group. S&R Associates and Amarchand & Mangaldas & Suresh A Shroff & Co advised Global Health. Luthra & Luthra has also advised Quadria Capital, one of Asia’s leading healthcare-focused private equity funds, in respect of acquiring a majority stake in Medica Synergie Private Ltd, a leading hospital chain in Eastern India. Medica aims to create eastern India’s largest healthcare network in the private sector. The investment was made by a consortium that includes Singapore-based Quadria Capital, German development finance institution DEG, and Swedish development finance institution Swedfund. It will boost the growth of Medica’s hospital network to over 1,300 beds. The transaction involved buying out by the consortium of ICICI Venture’s 67 percent stake in Medica through a special purpose vehicle in Singapore. Along with the purchase of ICICI Venture’s stake, the transaction also involved fresh cash infusion by the SPV to Medica. Partners Samir Dudhoria and Damini Bhalla led the transaction. Luthra & Luthra has also advised EDF Energies Nouvelles, the renewable energy arm of French state-run electricity utility Electricite de France SA, in respect of its entry into the Indian solar power production market with an investment of approximately US$50 million dollars. EDF EN has a portfolio of 6,538 mw in green electricity generation, including both solar and wind, with a market presence across France, Greece, Italy, Israel and North America. As a part of the joint venture, EDF and EREN have acquired a 50 percent stake in ACME Solar Energy Private Ltd, one of India’s leading solar power developers. ACME Solar intends to develop solar power projects through a portfolio of subsidiaries across various states in India. Partners Sudipta Routh and Tarun Govil led the transaction. Maples and Calder has acted as BVI counsel to Franshion Brilliant Ltd in respect of its issue of up to US$200 million 6.4 percent guaranteed senior notes due 2022. The notes are guaranteed by its parent company, HKSE-listed Franshion Properties (China) Ltd. Franshion is a leading developer and operator of large-scale and high-grade commercial properties, upscale residential properties, land, luxury hotels and commercial mixed-use complexes in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as US and Hong Kong counsel. Clifford Chance and Tian Yuan acted as the US and PRC counsels for Goldman Sachs (Asia) LLC, the sole book-runner and manager. Maples and Calder has also acted as Cayman Islands counsel to Spreadtrum Communications Inc, a Nasdaq-listed Cayman company which operates a Shanghai-based fabless semiconductor developer and design business with advanced technology in 2G, 3G and 4G wireless communications standards, in respect of its acquisition by Tsinghua Unigroup Ltd, an operating subsidiary of state-owned Tsinghua Holdings Co Ltd. The transaction completed on 23 December 2013, when Tsinghua Unigroup acquired all of the outstanding shares of Spreadtrum in a Cayman Islands cash merger for US$31 per American Depositary Share for a total of approximately US$1.7 billion on a fully diluted basis. The deal was the largest announced semiconductor acquisition globally in more than a year. Partner Greg Knowles led the transaction whilst Fenwick & West, led by partners Eva Wang and David Michaels, acted as US counsel. Morrison & Foerster acted for Tsinghua Unigroup. Milbank, Tweed, Hadley & McCloy has represented Citigroup, Bank of America Merrill Lynch and Credit Suisse as joint book-runners and dealer managers in respect of Afren plc’s US$360 million offering of senior secured notes which closed on 10 December 2013 and related tender offers. Headquartered in London, Alfen is a leading African oil and gas company with a portfolio of assets located in several of the world’s most prolific and fast-emerging hydrocarbon basins in Africa and the Middle East. The new notes are guaranteed on a senior basis by certain Afren subsidiaries and on a senior subordinated basis by Afren Resources Ltd. Proceeds of the debt offering were partly used to finance tender offers for approximately US$246.56 million of Afren’s 11.5 percent senior secured notes due 2016 and US$50 million 10.25 percent senior secured notes due 2019. Partner Peter Schwartz with partner Andrew Walker led the transaction. Norton Rose Fulbright has advised Bangkok Bank Public Company Ltd, The Siam Commercial Bank Public Company Ltd, Indonesia Exim Bank, DBS Ltd and Deutsche Bank (Singapore) in respect of a US$265 million term loan facility, including letter of credit facility, to PT Chandra Asri Petrochemical TBK, a leading Indonesian supplier of petrochemical products listed on the Indonesia Stock Exchange. Proceeds will be used to fund the expansion of its existing naptha cracker to increase its annual production capacity by 43 percent to 860,000 metric tons. Partners Nick Merritt and Tasdikiah Siregar led the transaction. Sidley Austin, Allen & Gledhill and Assegaf Hamzah & Partners acted for the borrower. Norton Rose Fulbright has also advised Societe Generale and a syndicate of twelve other lenders in respect of HKSE-listed Sino Biopharmaceutical Ltd’s first syndicated loan facility. Sino Biopharmaceutical is principally engaged in the research, development, manufacturing and marketing of a vast array of health enhancing modernised Chinese medicines and chemical medicines. The syndicate of thirteen lenders, which included Chinese, Hong Kong and Taiwanese banks, arranged a three-year US$165 million senior unsecured syndicated loan facility agreement for Sino Biopharmaceutical. Partner Davide Barzilai led the transaction whilst Mourant Ozannes acted as Cayman Island counsel. Sidney Austin acted for Sino Biopharmaceutical. Norton Rose Fulbright additionally advised TIPTOP Energy Ltd and Sinopec Century Bright Capital Investment Ltd (Century Bright) in respect of a US$3.5 billion five-year syndicated term loan facility guaranteed by China Petrochemical Corporation (Sinopec Group), one of the largest state-owned petroleum and petrochemical enterprise groups in China. TIPTOP, the major upstream investment arm of Sinopec Group, is wholly-owned by Sinopec International Petroleum Exploration and Production Corporation, which is the wholly-owned sole offshore upstream investment platform of Sinopec Group. Century Bright is wholly-owned by Sinopec Group and serves as the platform for offshore settlement, financing, FX transaction, cash management and fund monitoring for Sinopec. China Construction Bank Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd, Citi, The Hongkong and Shanghai Banking Corporation Ltd, The Royal Bank of Scotland plc and United Overseas Bank Ltd acted as the mandated lead arrangers, book-runners and underwriters to the loan. Catering to the strong market demand, the deal was upsized 40 percent to US$ 3.5 billion from the original launch size of US$2.5 billion. Partner David Barzilai also led the transaction. Allen & Overy advised the lenders. Paul Hastings has represented Citigroup, as the sole coordinator and the sole sponsor, and Citigroup, UBS and CIMB Securities Ltd, as joint book-runners and joint lead managers, in respect of Fu Shou Yuan International Group Ltd’s US$214 million global offering and IPO on the HKSE. Fu Shou Yuan is one of the largest providers of death care services in the PRC. The Hong Kong public offering was approximately 681 times over-subscribed and the international placing was approximately 18 times over-subscribed. Partners David Wang, Jia Yan, Sammy Li and Steven Winegar led the transaction. Paul Hastings has also represented Morgan Stanley & Co International plc and China Everbright Securities (HK) Ltd as the placing agents in respect of China Everbright International Ltd’s (China Everbright) US$472 million top-up placement. HKSE-listed China Everbright focuses on the development of environmental protection businesses. Partners Raymond Li and Sammy Li led the transaction whilst Freshfields Bruckhaus Deringer, led by partner Richard Wang, also advised the placing agents. Paul Hastings has also represented Chinese media and entertainment fund China Media Capital (CMC) in respect of its acquisition of a 47 percent stake in Star China TV from CMC’s joint venture partner 21st Century Fox. CMC invested alongside the broadcaster’s management team. Star China operates three 24-hour Mandarin channels, namely Xing Kong, Xing Kong International and Channel [V] Mainland China, as well as the Fortune Star Chinese movie library, and produces top-ranked prime time shows such as Voice of China. Partners Jia Yan and David Wang led the transaction. Rajah & Tann has advised Universal Group Holdings Pte Ltd in respect of S$1.15 billion (US$905m) loan facilities. DBS Bank Ltd, Malayan Bank Berhad and Standard Chartered Bank acted as mandated lead arrangers. The loan is secured against project receipts arising from commercial tankage and storage services provided to various companies in connection with the storage of oil at a subsidiary’s oil tanks in Jurong Island. Partner Angela Lim led the transaction which was completed in December 2013. Sidley Austin has represented Times Property Holdings Ltd, one of the leading residential property developers in China, in respect of its IPO on the HKSE with concurrent global placements pursuant to Rule 144A and Regulation S. The IPO listed on 11 December 2013 and raised approximately HK$1.6 billion (US$206.35m). UBS AG and Haitong International acted as joint sponsors and joint global coordinators of the IPO. Proceeds will be used mostly for financing new and existing projects and settlement of existing liabilities. The transaction was led by partners Constance Choy, Janney Chong and Jason Kuo whilst Appleby, led by partner Judy Lee, acted as Cayman counsel and Commerce & Finance Law Offices advised as to PRC law. Hogan Lovells advised the underwriters as to Hong Kong law and US law whilst King & Wood Mallesons advised as to PRC law. Sidley Austin has also advised PAG in respect of its approximately US$250 million equity investment in Universal Studios Japan, Japan’s preeminent theme park. PAG, one of Asia’s largest private equity and investment management firms, made the investment through its buy-out fund PAG Asia I LP. Partner Gregory Salathe, supported by partner Akira Nakazawa, led the transaction which is the largest investment by PAG Asia I LP in Japan to date. Simpson Thacher has represented the underwriters, which included CITIC Securities Corporate Finance (HK) Ltd and Macquarie Capital Securities Ltd, in respect of Fuguiniao Co Ltd’s IPO on the HKSE and Rule 144A/Regulation S offering. Fuguiniao offered 133.34 million H shares which were listed on the HKSE and raised approximately HK$1.17 billion (US$150.9m) in gross proceeds. Fuguiniao is a major manufacturer and seller of footwear and a well-known seller of business casual menswear in China. Partners Chris Wong and Leiming Chen led the transaction. Simpson Thacher has also represented the underwriters, which included Deutsche Bank, Goldman Sachs, HSBC and Morgan Stanley, in respect of the IPO on the HKSE and Regulation S offering by China Conch Venture Holdings Ltd (Conch Venture). Conch Venture offered 265 million ordinary shares and raised approximately HK$3.6 billion (US$464.3m) in gross proceeds. Conch Venture, an investment holding company and a large integrated provider of energy preservation and environmental protection solutions, indirectly holds equity interests in two leading building materials producers in China, namely Conch Cement and Conch Profiles, both of which are listed companies. Partners Chris Lin and Chris Wong led the transaction. Skadden, Arps, Slate, Meagher & Flom is advising The Hershey Company, the largest producer of quality chocolate in North America and a global leader in chocolate, sweets and refreshments, in respect of an agreement which was signed on 20 December 2013 by its wholly-owned subsidiary Hershey Netherlands BV to acquire 80 percent of the iconic Shanghai Golden Monkey Food Joint Stock Co Ltd (SGM), a privately held confectionery company based in Shanghai, China. Completion of the agreement is expected to occur in the second quarter of 2014 and is subject to China regulatory and SGM shareholder approval. Partners Martha McGarry and Gregory Miao are leading the transaction. Slaughter and May is advising Malaysian Airports Holdings Berhad (MAHB) in respect of the exercise of its rights of first refusal on the proposed acquisition of a 40 percent equity stake in İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme AŞ (the company which manages operations at Sabiha Gökçen Airport) and LGM Havalimanı İşletmeleri Ticaret ve Turizm AŞ (the company which establishes and manages hotels, lounges and food and beverage facilities at Sabiha Gökçen Airport) from the GMR Group for a total cash consideration of €225 million (US$306.4m). The acquisition is to be partly financed via the proceeds of a private placement of shares in MAHB. Sabiha Gökçen Airport, the hub of Pegasus Airlines, is one of the two international airports serving Istanbul. Partners Simon Hall, David Watkins, Jason Webber and Mark Hughes led the transaction. Watson, Farley & Williams Asia Practice has advised MISC Capital (L) Ltd in respect of its US$$1 billion loan facility to refinance existing debt and for other corporate purposes. OCBC Bank (Malaysia) Berhad acted as facility agent and sole coordinator. The mandated lead arrangers were OCBC Bank (Malaysia) Berhad, Mizuho Bank Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd Labuan Branch, BNP Paribas Malaysia Berhad, Sumitomo Mitsui Banking Corporation Labuan Branch, The Royal Bank of Scotland Plc, Citigroup Global Markets Asia Ltd, Standard Chartered Bank and The Bank of Nova Scotia Asia Ltd. Partner Andrew Nimmo led the transaction. Weerawong, Chinnavat & Peangpanor has represented Rexel Group, a global leader in the distribution of electrical supplies, in respect of the acquisition of the business and assets of Quality Trading Group, one of the largest electrical distributors in Thailand. The transaction closed on 29 November 2013 and is valued at approximately US$20 million. Partner Pakdee Paknara led the transaction. Weerawong, Chinnavat and Peangpanor has also represented MFC Asset Management Public Company Ltd in respect of the establishment of Hemaraj Industrial Property and Leasehold Fund (HPF) which offers freehold interest and leasing rights in Hemaraj’s invested land and ready-built factories in four industrial estates. Partner Pakdee Paknara led the transaction which closed on 25 December 2013 and is valued at approximately US$157 million. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Bank Simpanan Nasional in respect of the joint venture entered into with The Prudential Insurance Company of America to acquire the entire issued and paid-up share capital of Uni.Asia Life Assurance Berhad, and bancassurance agreement with Uni.Asia Life Assurance Berhad upon completion of the acquisition. Partner Andre Gan led the transaction. WongPartnership has acted for TCC Assets Ltd in respect of the sale of 30.93 million shares in Fraser & Neave Ltd (F&N) to restore the public float of F&N and achieve the shareholding spread required in the proposed listing of Frasers Centrepoint Ltd. The value of the transaction is approximately S$173 million (US$136m). Partners Ng Wai King, Andrew Ang, Annabelle Yip, Audrey Chng, Susan Wong, Choo Ai Leen and Tan Beng Lee led the transaction. WongPartnership has also acted for Pan-United Corporation Ltd in respect of the acquisition by its wholly-owned subsidiary Pan-United Infrastructure Pte Ltd of 36 percent of the issued and paid-up share capital of Singapore Changshu Development Company Pte Ltd from Macquarie International Infrastructure Holding Ltd, a wholly-owned subsidiary of Macquarie International Infrastructure Fund Ltd, for a cash consideration of S$100.98 million (US$79.65m). Partners Rachel Eng, Christy Lim, Mark Choy and Tan Sue-Lynn led the transaction. WongPartnership has also acted for FC Commercial Trustee Pte Ltd, as trustee-manager of Aquamarine Star Trust, in respect of the grant of S$800 million (US$629.6mm) loan facilities to, inter alia, finance the purchase of a site located at Cecil Street / Telok Ayer Street, Singapore and the development costs of the commercial development comprising an office component and a retail component to be constructed thereon. Partners Alvin Chia, Tan Beng Lee and Angela Lim led the transaction. |
Deals – 19 December 2013
Allens has advised Telecom Corporation of New Zealand Ltd (Telecom NZ) in respect of the sale of AAPT Ltd to TPG Telecom Ltd for A$450 million (US$400.5m). AAPT, which is one of Australia’s leading telecom infrastructure companies, provides telecom and technology services to corporate customers. It has a network of 11,000 kilometres of interstate fibre-optic cabling and fibre access to 1,500 premises. The agreement is free of conditions precedent and, subject to the finalisation of routine mechanical steps, the transaction will complete on 28 February 2014. Partner Jeremy Low led the transaction.
Allens has also advised Banksia Mortgages Ltd, the responsible entity of the Banksia Mortgage Fund, in respect of the sale of its A$113 million (US$100.7m) loan portfolio to Deutsche Bank. The sale of the portfolio out of the Banksia Mortgage Fund, which is a registered managed investment scheme and contributory mortgage fund, involved many complex issues. Following a competitive auction process and approval by the Supreme Court of Victoria on 6 December 2013, the sale completed late last week. The Banksia Financial Group was a non-bank lender based in Victoria with more than A$800 million (US$712.9m) under management. Its business collapsed in late 2012, and receivers and managers were appointed to two of its subsidiaries, Banksia Securities Ltd and Cherry Fund Ltd. The sale to Deutsche Bank has resulted in a return to retail investors in the Banksia Mortgage Fund of 100 percent of their principal and outstanding interest as at the date of the sale. Partner Clint Hinchen led the transaction. Appleby has acted as Cayman Islands counsel for U Banquet Holding Ltd in respect of its listing on the HKSE by way of placing on 10 December 2013, with gross proceeds of approximately HK$100 million (US$12.9m). U Banquet will use majority of the net proceeds for opening more restaurants, refurbishing its existing restaurants, and strengthening its marketing efforts and quality control standard. Partner Judy Lee led the transaction whilst TC & Co advised as to Hong Kong law. Pinsent Masons advised the underwriters as to Hong Kong law. Baker & McKenzie has advised Chongqing Sanfeng Environmental Industry Group Co Ltd in respect of the development of its international waste management business involving the over US$70 million regional municipal waste management facility project in India. Chongqing Sanfeng was founded in 1998 in the PRC, providing the full range of services for waste to energy projects. It owns the largest manufacturing workshop for incineration stokers in the world. Partner Boo Bee Chun piloted the transaction. Cleary Gottlieb is representing the buyer group, consisting of Dr Wanchun Hou, chairman of the board of directors, and Qiang Li, chief executive officer, in respect of the going-private transaction of Nevada corporation Trunkbow International Holdings Ltd. The agreement was executed and announced on 10 December 2013. The merger will be financed by cash equity financing provided by the buyer group and the rollover of existing equity in the company beneficially owned by the buyer group. Closing is expected around the end of first quarter of 2014, subject to shareholders approval and other customary closing conditions. Trunkbow is a leading provider of technology platform solutions for mobile telecom operators in China. Its common stock has been listed on the Nasdaq since 3 February 2011. Partners Ling Huang and W Clayton Johnson led the transaction. Clifford Chance has advised Spain’s largest bank, Banco Santander SA (Santander), in respect of its acquisition of an eight percent equity stake in China’s second-largest urban commercial and retail lender, Bank of Shanghai Co, from HSBC Holdings Plc. The transaction, which is subject China Banking Regulatory Commission’s approval, includes the signing of a cooperation agreement between Santander and Bank of Shanghai, and represents a total investment of €470 million (US$645.25m). The transaction is expected to be completed in the first half of 2014, making Santander the second largest shareholder and international strategic partner of the Chinese bank. In 2012, Santander was the first Spanish or Latin American bank to win authorisation to operate in local currency, the renminbi, which allows it to carry out transactions for corporate customers established in China. Partner Emma Davies led the transaction. Clifford Chance has also advised PSA International in respect of its acquisition of a 49 percent stake in a new container terminal in Lianyungang Port, Jiangsu province, China. A joint venture will be formed between PSA and Lianyungang Port Group to take over a container terminal project from China Shipping Container Lines. PSA is one of the leading global port groups which participate in port projects across Asia, Europe and the Americas. The container terminal marks PSA’s first major foray into the Yangtze River Delta region, one of the most important economic regions in China linking many key cities. The terminal is poised to support the container trade from the hinterlands of Shandong and Jiangsu, China’s second and third largest economic provinces, respectively. Partner Terence Foo led the transaction. Davis Polk has advised China Cinda Asset Management Co Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. Gross proceeds amounted to approximately HK$19 billion (US$2.45b) prior to any exercise of the over-allotment option. This tops Sinopec Engineering (Group) Co Ltd’s US$1.8 billion listing in May to become the largest offering in Hong Kong this year. The Hong Kong offering was over-subscribed for 160.14 times, hence triggering a full clawback from international offering to Hong Kong offering in favor of retail investors. Beijing-based China Cinda is a leading asset management company in the PRC. It is the first financial asset management company approved for establishment by the State Council. China Cinda is the first among the four state-owned asset management companies in China to launch an IPO. Partners Bonnie Y Chan, Antony Dapiran and Li He led the transaction whilst Haiwen & Partners advised as to PRC law. The underwriting syndicate was advised by Freshfields Bruckhaus Deringer as to US and Hong Kong laws and by King & Wood Mallesons as to PRC law. Davis Polk is also advising Citigroup Global Markets India Private Ltd as financial adviser to Wyeth Ltd in respect of its merger with and into Pfizer Ltd. Wyeth Ltd shareholders will receive seven Pfizer Ltd shares for every 10 shares held. The transaction is expected to close in 2014, subject to certain conditions. Mumbai-based Wyeth is a biopharmaceutical company engaged in the manufacturing, marketing, trading and export of pharmaceutical products. Pfizer Ltd, also headquartered in Mumbai, is the Indian unit of Pfizer Inc, one of the world’s largest pharmaceutical companies. Partner Kirtee Kapoor led the transaction. Deacons is advising the joint sponsors and underwriters as to Hong Kong law in respect of the spin-off and Main Board IPO of Kerry Logistics Network Ltd which is expected to raise up to approximately HK$2.2 billion (US$283.76m), subject to the exercise of over-allotment option. Kerry Logistics, a wholly-owned subsidiary of Kerry Properties Ltd, is principally engaged in the integrated logistics and international freight forwarding businesses. The joint sponsors are BOCI Asia Ltd (BOCI), Citigroup Global Markets Asia Ltd (Citi), HSBC Corporate Finance (Hong Kong) Ltd and Morgan Stanley Asia Ltd (Morgan Stanley). The joint global coordinators, joint lead managers and joint bookrunnders include BOCI, Citi, The Hongkong and Shanghai Banking Corporation Ltd and Morgan Stanley. CIMB Securities Ltd is also one of the joint book-runners. DBS Asia Capital Ltd and Mizuho Securities Asia Ltd are also joint lead managers. Kerry Logistics is expected to be listed on the HKSE on 19 December 2013. Partners Rhoda Yung and Ronny Chow are leading the transaction whilst Freshfields Bruckhaus Deringer is advising the underwriters as to US law. Davis Polk & Wardwell is advising Kerry Logistics Network as to Hong Kong and US laws. Dentons has advised Phoenix Healthcare Group Co Ltd as issuer in respect of its IPO and listing on the HKSE. The transaction marks the first privately-run Chinese hospital management company to be listed in Hong Kong. The transaction involved close collaboration with Goldman Sachs and Deutsche Bank. Partner Gordon Ng led the transaction. Duane Morris & Selvam has acted as international counsel to Alstom T&D India Ltd in respect of its INR2.94 billion (US$47.6m) offering of its equity shares in an institutional placement programme (IPP) to qualified institutional buyers in India and outside India and the US pursuant to Regulation S under the US Securities Act of 1933. Alstom T&D India, a market leader in the Indian power transmission sector, is a subsidiary of French firm Alstom. ICICI Securities Ltd acted as the book-running lead manager for the offering. Jamie Benson led the transaction whilst Amarchand & Mangaldas & Suresh A Shroff & Co acted as Indian counsel. Gide has advised European vehicle manufacturer Renault in respect of its joint venture with Dongfeng Motor Corporation, China’s second-largest vehicle manufacturer. Based in Wuhan, Hebei Province, where Dongfeng’s head office is located, the JV will see Renault invest RMB11 billion (US$1.8b). Production is scheduled to commence in 2014 and will have an initial annual output capacity of 150,000 cars and engines. Partners Stephane Vernay and Thomas Urlacher led the transaction. Hogan Lovells has advised UBS AG Hong Kong Branch, Haitong International Securities Company Ltd and ABCI Capital Ltd in respect of the US$199 million IPO on the HKSE and Rule 144A placing of Times Property Holdings Ltd, one of the leading property developers in Guangdong, China. Partner Terence Lau, supported by partner Thomas Tarala, led the transaction. Hogan Lovells has also advised UBS AG Hong Kong Branch as underwriter in respect of the rights issue of approximately 7.57 billion shares on the basis of two rights shares for every five existing shares held by shareholders in G-Resources Group Ltd, a mining exploration and production company listed on the HKSE. Partner Terence Lau, supported by partner Thomas Tarala, also led the transaction which was valued at US$156 million. Khaitan & Co has advised Tech Mahindra Ltd India and Mahindra Engineering Services Ltd (MES) in respect of the proposed amalgamation of MES with Tech Mahindra pursuant to a scheme of amalgamation and arrangement under sections 391 to 394 and sections 78, 100 to 104 of the Companies Act 1956. Tech Mahindra is a US$2.6 billion company engaged in providing information technology and information technology-enabled services. It also provides engineering services to customers across the aerospace, automotive and telecom sectors. MES is a global engineering consultant and service provider catering to the automotive, aerospace, defense and manufacturing industries. Partners Vaishali Sharma and Avaantika Kakkar led the transaction. Khaitan & Co has also advised YES Bank Ltd in respect of the US$52 million rupee loan facility provided to Jaypee Healthcare Ltd for part-financing the development costs of a 504 bed multi-specialty tertiary care hospital in Noida. Yes Bank is India’s fourth largest private sector bank. Partner Shishir Mehta led the transaction. Kirkland & Ellis has acted as Hong Kong and US counsel for Qinhuangdao Port Co Ltd, one of the world’s largest independent port operators for major dry bulk cargo, in respect of its IPO on the HKSE. The transaction, valued at approximately US$560 million, was underwritten by Citigroup, CICC, HSBC, UBS, JP Morgan, China Merchant Securities and BOCOM International. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Stephanie Lau led the transaction. Kirkland & Ellis has also acted as Hong Kong counsel for Citigroup Global Markets Asia Ltd as the sole sponsor in respect of the listing by introduction on the HKSE of 5.7 billion shares of Xinyi Solar Holdings Ltd, a China-based solar glass manufacturer, in a spinoff from its parent company Xinyi Glass Holdings Ltd. The parent company, through its subsidiaries, will continue to be the largest shareholder of Xinyi Solar Holdings Ltd after the completion of the listing. Partners Dominic Tsun, Li-Chien Wong and Stephanie Lau led the transaction. Maples and Calder has acted as Cayman Islands legal counsel to China Merchants Land Ltd in respect of its issuance of US$500 million 4.021 percent credit enhanced bonds due 2018. The bonds will be listed on the HKSE. The China Merchants group’s principal business portfolio comprises the developments of residential properties, retail shops, offices and serviced apartments in the PRC. Partner Christine Chang led the transaction whilst Freshfields Bruckhaus Deringer acted as English counsel. Clifford Chance acted as English counsel to the joint lead managers, composed of Industrial and Commercial Bank of China, BofA Merrill Lynch, DBS Bank Ltd, Barclays, CCB International Capital, China Merchants Securities (HK), ING, JP Morgan and UBS. Maples and Calder has also acted as Cayman Islands counsel for Jintian Pharmaceutical Group Ltd, one of the leading pharmaceutical retailers and distributors in Northeast China, in respect of its approximately HK$1.44 billion (US$185.75m) IPO and listing of 500 million shares on the HKSE. Jintian plans to use majority of the proceeds for funding its organic growth, including establishing new pharmacies and upgrading existing and establishing additional logistics centres, as well as for expansion. Partner Greg Knowles led the transaction whilst Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel. Clifford Chance acted as Hong Kong and US counsel to the sole sponsor and the underwriters. Minter Ellison has advised Indigenous Business Australia (IBA) in respect of the establishment of the Indigenous Real Estate Investment Trust (I-REIT), an innovative product that offers indigenous organisations access to a diversified commercial property portfolio with long-term stable financial returns. The I-REIT will be seeded with an initial portfolio of commercial properties in which IBA and its indigenous co-investors currently hold interests. Over time, IBA and its co-investors will seek to grow the portfolio through acquisitions of quality assets in regional locations that meet the fund’s investment guidelines. Partner Stuart Johnson led the transaction. Minter Ellison is also advising Insurance Australia Group Ltd (IAG) in respect of the acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers Ltd. The transaction will see IAG acquire the WFI, Lumley and Affinity & Direct insurance businesses in Australia, and the Lumley business in New Zealand. Wesfarmers’ insurance broking businesses are not included in the transaction. The acquisition is expected to deliver significant long term value for IAG shareholders and unlock further growth potential for IAG’s businesses in Australia and New Zealand. It will be funded through a combination of ordinary equity, subordinated debt and internal funds. The transaction, which is subject to necessary regulatory approvals, is expected to be completed in the second quarter of 2014. Partners James Philips, Mark Standen and Christopher Brown are leading the transaction whilst Webb Henderson acted as New Zealand counsel. Herbert Smith Freehills and Russell McVeagh are acting as Australia and New Zealand counsel, respectively, for Wesfarmers. Rajah & Tann has advised DBS Bank Ltd and Standard Chartered Bank as the joint lead managers in respect of an auto loan and finance lease receivables securitisation originated by BMW Financial Services Korea Co Ltd. The transaction is a typical Korean cross border securitisation structure but it is the first time that the ultimate purchaser and issuer of the notes is incorporated in Singapore, with the notes listed on the SGX-ST and considered as qualifying debt securities under the Singapore Income Tax Act. The Monetary Authority of Singapore approved the notes issuer under its Tax Incentive Scheme for Approved Special Purpose Vehicle, a first time in Singapore for such a transaction. Partners Abdul Jabbar bin Karan Din and Lee Xin Mei led the transaction which was completed on 10 December 2013 and valued at US$250 million. Jones Day acted as instructing counsel whilst Shin & Kim acted as Korean counsel. Reed Smith has advised African Bank Investments Ltd (ABIL) on New York and English law, as well as on German, Hong Kong and UAE securities law issues, in respect of its rights offer which completed on 9 December 2013. The offer was opened on 18 November 2013 and raised the entire R5.48 billion (US$530m) from ABIL’s shareholders. The transaction was oversubscribed by 64 percent and was fully underwritten by Goldman Sachs International. The transaction is one of the biggest African cross-border equity capital markets transactions this year and one of the largest rights offerings by a financial institution in South Africa. Partners Tamara Box and William Haddad led the transaction whilst Prinsloo, Tindle & Andropoulos advised on South African law. Norton Rose Fulbright acted as UK and South Africa counsel for Goldman Sachs. Reed Smith has also advised Sovereign Capital Partners LLP in respect of the sale of City & County Healthcare Group (C&C) to Graphite Capital Management LLP. The sale was run as a dual-track auction and IPO process, including a formal auction with invitations to selected bidders. Sovereign first acquired C&C in 2009. Since then, C&C has extended its services to include children and adults with learning disabilities, expanding from 13 branches to 64, and is now Britain’s fourth largest domiciliary care provider. Partner Perry Yam led the transaction. Ropes & Gray, with Japanese counsel Mori Hamada, is representing Bain Capital in respect of its approximately ¥51.4 billion (U$500.28m) leveraged tender offer for all of the outstanding shares of Macromill Inc. Macromill is a leading provider of internet research services in Japan and is listed on section I of the Tokyo Stock Exchange. This transaction follows the exit of Suntelephone and Domino’s Pizza Japan. Partner Tsuyoshi Imai is leading the transaction. Anderson Mori and Nagashima Ohno & Tsunematsu are representing the lenders, TMI Associates the target, and Nishimura & Asahi, a selling shareholder. Shearman & Sterling has advised the lenders, namely Malayan Banking Berhad, EXIM Bank of Malaysia, CIMB Bank, Citibank and RHB Bank, in respect of a US$730 million financing in favour of PT Lestari Banten Energi for the design, engineering, construction and operation of the 660 MW coal-fired IPP in Banten, West Java, Indonesia. Genting Power Holdings Ltd is the sponsor of the project. This is the first IPP in Indonesia financed in the international debt markets without any government support for the state electricity utility PT PLN’s obligations under the Power Purchase Agreement. Partners Bill McCormack and Sanja (Sonny) Udovicic led the transaction which closed on 6 December 2013. Shook Lin & Bok has acted for UBS AG Singapore Branch, the financial adviser to Fortune Domain Ltd, in respect of the voluntary delisting of Synear Food Holdings Ltd from the SGX-ST and the exit offer by Fortune to acquire all the issued ordinary shares in Synear’s capital, other than those already held, directly or indirectly, by Fortune at the date of the exit offer. Synear is one of the largest quick-freeze food manufacturers based in China. The exit offer is valued at approximately S$127.5 million (US$101.3m). Partner Ho Ying Ming led the transaction. Sidley Austin has acted as US counsel to Xinyuan Real Estate Co Ltd in respect of the issuance of its US$200 million 13 percent senior notes due 2019. NYSE-listed Xinyuan is a major real estate developer with a primary focus on residential properties in China and the US. The notes included high yield covenants and the offering was made pursuant to Regulation S. Xinyuan intends to use the proceeds to repay existing debts, invest in real estate projects in the PRC and the US and for general corporate purposes. Partner Matthew Sheridan led the transaction. Sidley Austin has also advised CSSC Capital 2013 Ltd, an offshore special purpose vehicle of China State Shipbuilding Corporation (CSSC), in respect of its offering under Regulation S of US$800 million 2.75 percent credit enhanced bonds due 2016. The bonds will be supported by a keepwell deed provided by CSSC and an irrevocable standby letter of credit provided by China Construction Bank Corporation Hong Kong Branch. CSSC is a Chinese state-owned enterprise with a primary focus on shipbuilding, ship repair and related engineering businesses. Partner Huanting Timothy Li led the transaction. Skadden has advised DBS Bank Ltd, Deutsche Bank Singapore, Goldman Sachs (Asia) LLC and Standard Chartered Bank as underwriters in respect of a US$350 million Rule 144A and Regulation S high-yield offering of nine percent senior secured guaranteed notes due 2018 by Pacnet Ltd (Hong Kong/Singapore), a provider of managed data connectivity solutions in the Asia-Pacific region. In connection with the transaction, Pacnet also amended its US$50 million term loan facility and bank guarantee facility, which share security with the notes, and will redeem its 9.25 percent senior secured guaranteed notes due 2015. Partners Alec Tracy and Clive Rough led the transaction. Troutman Sanders has represented YuanShengTai Dairy Farm Ltd (YST), a leading dairy farming company in China, in respect of its US$422 million IPO on the HKSE with a Rule 144A/Regulation S placement to global investors. YST’s four dairy farms in Heilongjiang and Jilin raised 37,000 dairy cows and produced approximately 460 tonnes of raw milk per day as of 31 December 2012. The capital raised will be used to build five new dairy farms and as working capital. The underwriters were Credit Suisse (Hong Kong) Ltd, Macquarie Capital Securities Ltd and China Securities (International) Corporate Finance Company Ltd. Partner Allen Shyu led the transaction. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has acted for JAB Capital Berhad in respect of the sale of its entire 40 percent stake in Generali Asia NV to Participatie Maatschappij Graafschap Holland NV (PMGH) for €40 million (US$55m). JAB, a part of the Kuok group of companies in Malaysia, is an investment holding company engaged in takaful insurance, reinsurance, insurance and reinsurance broking and credit leasing. Both PMGH and Generali are incorporated in the Netherlands and engaged in the business of insurance. Generali is the holding company of several insurance companies in Asia. Partner Andre Gan led the transaction, assisted by partner Jeroen Hoekstra of Baker & McKenzie Amsterdam NV. Norton Rose Fulbright acted for Participatie Maatschappij Graafschap Holland. WongPartnership is acting for United International Securities in respect of its members’ voluntary liquidation. Partners Ng Wai King, Tay Liam Kheng, Chua Sui Tong, Joy Tan and Adeline Ong led the transaction. WongPartnership has also acted for DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint lead managers in respect of Sembcorp Financial Services Pte Ltd’s issue of S$200 million (US$159m) 3.64 percent fixed rate notes due 2024 under its S$2 billion (US$1.59b) multi-currency debt issuance programme. Partners Colin Ong and Trevor Chuan led the transaction. |
Deals – 12 December 2013
Allen & Gledhill has advised DBS Bank Ltd, Sumitomo Mitsui Banking Corporation Singapore Branch and United Overseas Bank Ltd as lenders in respect of the term and revolving loan facilities of up to S$800 million (US$640m) to FC Commercial Trustee Pte Ltd, the trustee-manager of Aquamarine Star Trust. The proceeds will be used to finance the construction of a retail and office commercial development. Partner Lim Wei Ting led the transaction which is one of the largest Singapore real estate financing transactions in 2013.
Allens has advised China’s Chengdu Tianqi Group Co in respect of the creation of a 51/49 joint venture with NYSE-listed Rockwood Holdings Inc regarding Tianqi Group’s open-pit lithium mining unit, Talison Lithium. Rockwood will also grant Tianqi an option to invest 20 to 30 percent in the European arm of its global lithium business. Talison Lithium is a leading global producer of lithium concentrates from its operations at Greenbushes, Western Australia. Greenbushes is estimated to be the world’s largest known reserve of lithium spodumene minerals. The transaction, which is subject to regulatory approvals, is expected to close in early 2014. Partners Guy Alexander and Marcus Clark led the transaction. Allens has also advised the Goodman Australia Industrial Fund in respect of its A$343 million (US$312.7m) acquisition of the Sydney Corporate Park in South Sydney from Rathdrum Properties, a member of the Hannan family group of companies. Sydney Corporate Park is a large 14.3 hectare landholding which currently offers approximately 117,000 square metres of net lettable area over a mix of uses, including industrial and commercial. The firm also advised GAIF on its acquisition from the City of Sydney of a 1.98-hectare industrial facility in the Sydney suburb of Rosebery for A$37.4 million (US$34.1m). Partner Victoria Holthouse, supported by partners Andrew Mansour and Penny Nikoloudis, led the transactions. Gilbert + Tobin advised Rathdrum Properties. Appleby has acted as Cayman counsel for eprint Group Ltd in respect of its listing on the HKSE on 3 December 2013, with gross proceeds of approximately HK$135 million (US$17.4m). eprint Group will use majority of the proceeds for expansion of its production capacity and post-press finishing capability, repayment of banking facilities and expansion of its store network. The remaining proceeds will be used for upgrading IT infrastructure and existing servers, acquiring additional servers, leasing premises for a new data centre and enhancement of online self-service ordering platforms, as well as general working capital. Partner Judy Lee led the transaction whilst Li & Partners and Jingtian & Gongcheng advised as to advised as to Hong Kong law and PRC law, respectively. Deacons and Jia Yuan Law Offices advised the underwriters as to Hong Kong law and PRC law, respectively. Appleby has also acted as Cayman Islands counsel to Dongpeng Holdings Company Ltd, the largest ceramic tile company in the PRC in terms of 2012 retail sales, in respect of its listing on the HKSE with net proceeds of approximately HK$953.8 million (US$123m). Dongpeng will use majority of the proceeds for expanding and upgrading its production facilities, expanding its distribution network, setting up additional local sales management offices and opening a new research and development centre. Partner John Melia led the transaction whilst Chen & Associates and Wilson Sonsini Goodrich & Rosati advised as to Hong Kong and US law. Simpson Thacher & Bartlett advised the underwriters as to Hong Kong and US law. AZB & Partners is advising Sequoia Capital, one of the shareholders of Prizm Payment Services Private Ltd, in respect of the sale, in one or more tranches, by all the shareholders of Prizm to Hitachi. Partner Gautam Saha is leading the transaction which was signed on 25 November 2013 and is yet to be completed. AZB & Partners has also advised Magneti Marelli SpA in respect of its acquisition of 40 percent interest in HMC MM Auto Ltd. Hero MotoCorp Ltd will hold 60 percent of the share capital. HMC MM Auto Ltd will manufacture two-wheeler fuel injection systems and their components. Partner Abhijit Joshi led the transaction which was signed on 30 April 2013 and is yet to be completed. Baker & McKenzie has advised HKSE-listed China Water Property Group Ltd in respect of its issuance of HK$350 million (US$45.14m) 12.5 percent senior notes due 2016. China Water Property is an integrated commercial and residential property developer, owner and operator in China. The net proceeds will be primarily used for existing and new property projects and for general corporate purposes. Guotai Junan Securities (Hong Kong) Ltd acted as the sole global coordinator, sole lead manager and sole bookrunner whilst Bank of New York Mellon acted as the trustee, paying agent and registrar. Partners Brian Spires, Rossana Chu and Simon Leung led the transaction whilst Conyers Dill & Pearman and King & Wood Mallesons acted as Cayman and PRC counsel, respectively. Guotai Junan and Bank of New York Mellon were represented by Herbert Smith Freehills. Clayton Utz has advised ASX-listed Collins Foods Ltd in respect of its strategic acquisition of KFC fast food restaurant franchisee Competitive Foods Pty Ltd for A$55.6 million (US$50.5m). The deal was signed on 28 November 2013. Competitive Foods is one of the largest operators of KFC fast food outlets in Western Australia. The acquisition, which remains subject to certain conditions, will see Collins Foods expand its network of KFC outlets outside of the East coast to Western Australia and the Northern Territory. The firm has also advised Collins Foods’ wholly owned subsidiary, Collins FoodsGroup Pty Ltd, in respect of its acquisition of a 50 percent stake in gourmet hotdogs start-up business, The Snag Stand Group, for A$2.25 million (US$2m). The transaction, which involved pre-completion restructuring of the Snag Stand Group, completed on 29 November 2013. Partner Andrew Hay, assisted by partners Stuart Byrne and Alex Schlosser, led both transactions. Clayton Utz has also advised Infrastructure NSW (INSW) and Sydney Harbour Foreshore Authority (SFHA) in respect of the financial close of the approximately A$1 billion (US$909.6m) Darling Harbour Live (DHL) precinct project. The DHL precinct project involves the interface of a public private partnership structure for the convention, exhibition and entertainment components. It will feature a major new hotel within the North Darling Harbour precinct and a significant new mixed use development in the south precinct of Darling Harbour. Partners Gary Best and Stuart Cosgriff led the transaction from its inception. Clifford Chance has advised China Life Trustees, a wholly-owned subsidiary of China Life Insurance (Group) Company Ltd, in respect of its acquisition of Lot 126, Taipingqiao property development project in Shanghai. The acquisition is structured as a share purchase from Taipingqiao Holding Company Ltd, a platform holding company of China Xintiandi Holding Ltd, and a purchase of intercompany loan from Shui On Development (Holding) Ltd. The total consideration for the acquisition is estimated to be RMB3.32 billion (US$546.7m). The sale and purchase agreement was signed on 4 December 2013. Partner Kelly Gregory led the transaction. Davis Polk has advised China Mengniu Dairy Company Ltd, a leading dairy product manufacturer in China, in respect of its Regulation S only English law offering of US$500 million 3.5 percent bonds due 2018. Partners William F Barron, Howard Zhang and Paul Chow led the transaction whilst Maples and Calder and Commerce & Finance Law Offices advised as to Cayman Islands law and PRC law, respectively. Standard Chartered Bank, Deutsche Bank AG, The Hongkong and Shanghai Banking Corporation Ltd and Barclays Bank PLC acted as the joint lead managers and were advised by Linklaters as to English law and by Global Law Office as to PRC law. Davis Polk has also advised ICICI Bank Ltd, acting through its Dubai branch, in respect of a Rule 144A/Regulation S offering of US$750 million 4.8 percent notes due 2019. Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Standard Chartered Bank were the joint lead managers and dealers for the offering. ICICI Bank is the largest private sector bank in India and the second-largest bank in India interms of total assets. ICICI Bank is listed on the Bombay Stock Exchange and the National Stock Exchange of India and has its ADSs listed on the NYSE. Partners Eugene C Gregor and Margaret E Tahyar led the transaction. Latham & Watkins, led by partner Min Yee Ng, represented the lead managers, composed of Citigroup, Deutsche Bank, Bank of America Merrill Lynch, Barclays Bank, The Hongkong and Shanghai Banking Corporation and Standard Chartered Bank. DLA Piper has advised private equity firm AD Capital in respect of Spring Real Estate Investment Trust’s listing on the HKSE on 5 December 2013. AD Capital is a private equity firm owned by the Development Bank of Japan and Asuka Asset Management. The listing of Spring REIT is only the second REIT to have listed in Hong Kong this year and the eleventh REIT to have listed in Hong Kong since the enactment of the Hong Kong REIT Code in 2003. Partners Ed Sheremeta, Stephen Peepels, Luke Gannon and Mike Suen led the transaction. Herbert Smith Freehills has advised GCL-Poly Energy Holdings Ltd, China’s largest polysilicon and solar wafer producer, in respect of its US$200 million 0.75 percent convertible bonds due 2018. The bonds are proposed to be listed on the SGX and represents GCL-Poly’s very first convertible bonds offering. The bonds, which are convertible into ordinary shares of HKSE-listed GCL-Poly, have been subscribed by PA International Opportunity III Ltd, a fund managed by PAG (formerly known as Pacific Alliance Group). GCL-Poly also granted an option to investor to subscribe for additional convertible bonds of up to US$28.2 million on or before 20 December 2013. Partners Tommy Tong and Philip Lee led the transaction. Herbert Smith Freehills has also advised Industrial & Commercial Bank of China Ltd (ICBC) in respect of its RMB2 billion (US$329.46m) yuan-denominated dim sum bond issuance in London. ICBC, China’s largest lender by assets, offered the bonds in two tranches: one for RMB1.3 billion (US$214.15m) with a three-year maturity and a 3.35 percent coupon, and the other at RMB700 million (US$115.3m) with a five-year maturity and a 3.75 percent coupon. Proceeds will be primarily used to boost offshore yuan-denominated loans for ICBC. ICBC London, ICBC (Asia), ICBC International, The Royal Bank of Scotland, JP Morgan and Standard Chartered Bank (Hong Kong) Ltd were the underwriters on the issue. The deal marks the second-ever yuan-denominated dim sum bonds to be offered in London. Partners Kevin Roy and Tom Chau led the transaction. J Sagar Associates has advised Red Fort Capital in respect of the sale of its 49 percent stake in Godrej Developers Private Ltd to Godrej Properties Ltd. Godrej Developers is developing the project “Godrej Genesis” at Kolkata. Partner Vivek Chandy led the transaction. Khaitan & Co has advised KYB Corporation in respect of its joint venture with Yamaha Motor Co Ltd in India for manufacturing and sale of hydraulic shock absorbers for motorcycles. Established in 1948, KYB is a global company with head office in Tokyo, Japan. For over 80 years, KYB has specialised in hydraulics, with technology widely used in the aeronautical, automotive, construction and railway industries. Partners Zakir Merchant, assisted by partner Bijal Ajinkya, led the transaction. Khaitan & Co has also advised Lexity Inc in respect of its sale to Yahoo! Inc by a forward triangular merger. Lexity is an e-commerce company founded in 2009 by former Yahoo! Inc product management director Amit Kumar. Lexity, which has its own App store and marketing apps that aim to help online merchants drive sales, has operations in 114 countries worldwide. Partner Rajiv Khaitan led the transaction. Latham & Watkins has represented Merrill Lynch International, Skandinaviska Enskilda Banken AB and Deutsche Bank AG as joint global coordinators and joint lead bookrunners in respect of the US$554 million IPO by BW LPG Ltd, owner of the world’s largest fleet of very large gas carriers (VLGCs). The shares, which were listed on the Oslo Stock Exchange, comprised approximately 36.3 million new common shares issued by BW LPG Ltd and approximately 38.7 million existing common shares offered by BW Group Ltd which included an over-allotment option of approximately 9.8 million common shares that was exercised on 4 December 2013. The offering by BW LPG Ltd also comprised a retail offering to the public in Norway. Partners Sharon Lau, Antti Ihamuotila and William Lu led the transaction. Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to Hengshi Mining Investments Ltd, a company registered in the Cayman Islands by way of continuation from the BVI, in respect of its IPO of HK$1.2 billion (US$154.8m) and listing of 375 million shares on the HKSE. Hengshi Mining started trading in the HKSE on 28 November 2013. The shares were offered at HK$3.40 (US$0.44) each. Hengshi Mining is an iron-ore mining and processing company based in Hebei Province, the province with the largest steel production and iron ore consumption in the PRC. Credit Suisse and Merrill Lynch International acted as joint global coordinators and joint book-runners. Partner Jenny Nip led the transaction whilst Clifford Chance acted as Hong Kong counsel. Freshfields acted for the underwriters. Maples and Calder has also acted as Cayman Islands counsel to Xinyuan Real Estate Co Ltd in respect of its issue of US$200 million 13 percent senior notes due 2019. The notes are guaranteed by some of Xinyuan’s subsidiaries. Xinyuan, a real estate developer primarily focused in China, intends to use the net proceeds to repay existing debts, invest in new real estate projects in China and the US and for general corporate purposes. Partner Greg Knowles led the transaction whilst Sidley Austin acted as US and Hong Kong counsel and DaHui Lawyers acted as PRC counsel. Shearman & Sterling and Jingtian & Gongcheng acted as US and PRC counsel, respectively, to Morgan Stanley, BofA Merrill Lynch and Barclays as the initial purchasers. Mayer Brown JSM has advised Goldpac Group Ltd in respect of its global offering and listing on the HKSE, raising approximately US$160 million, if green shoe is exercised in full. Goldpac is a leading supplier of financial cards, card personalisation services and on-site card issuance system solutions in the Greater China region. It is also the only financial card manufacturer and personalisation services provider in China certified by all six of the leading worldwide payment card organisations, namely Visa, MasterCard, American Express, UnionPay, JCB and Diners Club. Partner Billy Au led the transaction. Minter Ellison has advised the Government of Western Australia in respect of the Ord Development Agreement with Kimberley Agricultural Investment (KAI) that will see more than 13,000 hectares of land in the Kimberley eventually unlocked for agriculture. KAI is an Australian company wholly-owned by China’s Shanghai ZhongFu Group. The agreement initiates a staged investment process that will see KAI construct infrastructure and develop and crop new farmland, eventually doubling the Ord Irrigation Scheme. Over the life of the project, investment by both parties is expected to exceed A$700 million (US$635.57m). Partner Adam Handley, assisted by partners Richard Guit, John Prevost, MatthewKnox and Yi Yi Wu, led the transaction. Minter Ellison has also advised TPG Telecom Ltd in respect of a sale agreement signed on 8 December 2013 to acquire 100 percent of Telecom New Zealand Australia Pty Ltd, which owns the AAPT and Powertel businesses. The consideration is A$450 million (US$409m) on a debt-free, cash-free basis. TPG will fund the acquisition by increasing and extending its existing debt facility. Completion of the transaction is scheduled for 28 February 2014. AAPT is one of Australia’s leading telecom infrastructure companies offering internet, data and cloud services for businesses and wholesale customers. The incorporation of AAPT’s inter-capital fibre into TPG’s extensive CBD, metropolitan and international network assets will further enhance TPG’s position in the market. Partners Costas Condoleon and Anthony Borgese led the transaction. Allens advised Telecom Corporation of New Zealand Ltd . Norton Rose Fulbright is advising PTT Exploration and Production Public Company Ltd (PTTEP) and Pertamina Hulu Energy (a subsidiary of state-owned Pertamina) in respect of acquiring all of Hess’s Indonesian oil and gas producing assets for US$1.3 billion. The transaction, which is one of the largest acquisitions in the Indonesian oil and gas space to date, comprises two significant participating interests in the Natuna Sea A Project and the Pangkah Project. Completion of the transactions is subject to customary closing conditions as prescribed in the share purchase agreements with expected closing dates within 2014 for the Natuna Sea A Project. The Pangkah Project is an oil field in the East Java Sea in Indonesia whilst the Natuna Sea A Project is a gas field located in the West Natuna Sea, near the border between Malaysia and Indonesia. Partner Ashley Wright is leading the transaction. Freshfields is advising Hess. Norton Rose Fulbright is also advising Beijing Capital Land Ltd (BCL) and Beijing Capital Group (BCG) in respect of an acquisition of approximately 66 percent of the issued share capital of HKSE-listed Juda International Holdings Ltd for HK$351.12 million (US$45.28m). The transaction will trigger a general offer obligation on BCL for acquiring all the shares not already owned by itself and its concert parties. A call option was also structured in which BCL was obliged to tender its remaining shares for acceptance under the general offer. If the call option is exercised in full, BCL and BCG will hold 75 percent of the issued share capital of Juda, an investment holding company principally engaged in the production of phthalic anhydride and fumaric acid in China. BCL is an H-share listed company under the control of the State-owned Assets Supervision and Administration Commission of the People’s Government of Beijing Municipality. Partner Psyche Tai led the transaction. Locke Lord HK advised Juda International Holdings Ltd. Rahmat Lim & Partners has advised Hap Seng Land Development (JTR 2) Sdn Bhd , a wholly-owned subsidiary of Hap Seng Land Development Sdn Bhd, in respect of the purchase of lands from Naza TTDI Sdn Bhd for approximately MYR153 million (US$47.7m). Partner Amelia Koo led the transaction. Sidley Austin has represented Digicel Asian Holdings Pte Ltd in respect of its agreement with Ooredoo Myanmar Ltd to build and lease telecommunication towers to support the greenfield rollout of Ooredoo’s telecommunications network in Myanmar. Partner Gerard Hekker led the transaction which is considered the first-of-its- kind in Myanmar. Simpson Thacher has represented the underwriters, led by Credit Suisse Securities (USA) LLC and JP Morgan Securities LLC, in respect of Sungy Mobile Ltd’s IPO and listing of American depositary shares (ADSs) on the Nasdaq Global Market. The offering of 8.05 million ADSs (including 1.05 million ADSs pursuant to the exercise of the underwriters’ over-allotment option), each representing six Class A ordinary shares, raised US$90.3 million. Sungy is a global provider of mobile internet products and services. Partner Leiming Chen led the transaction. Simpson Thacher has also represented Barclays Bank PLC in respect of the offering of TransAsia Airways Corporation’s US$75 million zero coupon convertible bonds. TransAsia was ranked sixth in the Top Performing Airlines Worldwide by the Aviation Week study in July 2012 and was the only Taiwanese airline on the top ten list. Common shares of TransAsia are traded on the Taiwan Stock Exchange whilst the bonds are listed on the SGX. Partner Chris Lin led the transaction. Stephenson Harwood has advised SGX-listed CSE-Global Ltd, an international technology group, in respect of the sale of one of its wholly owned subsidiaries, Servelec Group plc, for £122 million (US$199.8m). Contemporaneously with the sale, which completed on 2 December 2013, Servelec was admitted to the official list and to trading on the premium segment of the London Stock Exchange. Investec Bank plc acted as sponsor, financial adviser, sole book-runner and broker to CSE-Global. Partner Matthew Gorman led the transaction. Walker Morris advised Servelec. Weerawong, Chinnavat & Peangpanor has advised Credit Suisse (Singapore) Ltd in respect of the purchase of 220 million shares representing 6.7 percent shareholding in VGI Global Media Public Company Ltd through the Big Lot Board of the Stock Exchange of Thailand. The transaction was valued at US$90 million and was made through an overnight placement to local and foreign investors. Partner Peangpanor Boonklum led the transaction which closed on 19 November 2013. Weerawong, Chinnavat & Peangpanor has also advised Namyong Terminal Public Company Ltd in respect of its IPO and listing on the Stock Exchange of Thailand. The total offering size was US$81.5 million. TISCO Securities Company Ltd was the financial advisor and lead underwriter. The first day of trading of the shares was on 25 November 2013. Partner Peangpanor Boonklum also led the transaction. WongPartnership has acted for DB International Trust (Singapore) Ltd as trustee, Deutsche Bank AG Singapore Branch as principal paying agent, and Deutsche Bank AG Hong Kong Branch as non-CDP paying agent, in respect of the establishment of a S$350 million (US$280m) multi-currency medium term note programme by Tee International Ltd. Partner Trevor Chuan led the transaction. WongPartnership is also acting for KOP Group Pte Ltd (KOPG) in respect of the proposed acquisition by Scorpio East Holdings Ltd (SEHL) of the entire shareholding interest in KOP Properties Pte Ltd (KOPP) from KOPG and some of its shareholders, pursuant to which SEHL shall allot and issue new shares in its share capital as consideration for the acquisition of KOPP. Partners Andrew Ang, Kenneth Leong, Long Chee Shan and Serene Soh led the transaction. |
Deals – 5 December 2013
Allen & Gledhill has advised DBS Group Holdings Ltd (DBSH) in respect of its invitation to the holders of the class N preference shares issued by DBS Bank Ltd to tender their existing preference shares for purchase by DBSH. Under the invitation, DBSH had determined to accept for purchase S$805 million (US$642m) in liquidation preference of the existing preference shares. In return, DBSH will issue S$805 million (US$642m) non-cumulative non-convertible perpetual capital securities first callable in 2019 with an initial distribution rate of 4.7 percent per annum. Partners Glenn Foo and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised IntercontinentalExchange Group Inc (ICE), the leading global network of exchanges and clearing houses, in respect of the acquisition of 100 percent of Singapore Mercantile Exchange Pte Ltd (SMX) in an all-cash transaction. SMX is regulated by the Monetary Authority of Singapore. The acquisition will add to ICE’s current network of markets and clearing houses in the US, Canada, Brazil, UK and continental Europe. Partners Tan Su May, Francis Mok and Sunit Chhabra led the transaction. Allens has advised the New Zealand Government in respect of the sale of a 20 percent stake in Air New Zealand for NZ$365 million (U$300.64m). The Air New Zealand sale forms part of the NZ Government’s mixed ownership model share offer programme, which has also included the IPOs of MightyRiver Power and Meridian Energy. Partner Robert Pick led the transaction. Amarchand & Mangaldas has advised US private equity fund KKR in respect of its proposed investment in Hyderabad-based pharmaceuticals manufacturer, Gland Pharma Ltd, in what is considered to be one of the largest private equity investments in the pharmaceuticals sector in India. The investment is proposed through a combination of a preferential allotment by Gland Pharma and a simultaneous purchase by KKR of the entire stake held by EILSF Co-Invest I LLC, an affiliate of Evolvence India Life Sciences Fund. The closing of the transaction is conditional upon regulatory approvals and satisfaction of other customary conditions precedent. The agreements were signed on 27 November 2013 and closing is expected by 31 March 2014. Partners Cyril Shroff and Reeba Chacko, supported by partners Namrata Kolar and Nisha Kaur Uberoi, are leading the transaction whilst Simpson Thacher & Bartlett acted as foreign counsel. Amarchand & Mangaldas has also advised the Macquarie Group in respect of the sale of its 50 percent stake in Religare Macquarie Wealth Management Ltd, a joint venture company between Macquarie and Religare Enterprises Ltd, to Religare. The firm had also represented Macquarie when the JV was set up in 2007-2008. Partners Ashwath Rau and Aysswarya Murthi led the transaction which was signed on 29 August 2013 and closed on 26 November 2013. Religare Enterprises Ltd and Religare Securities Ltd were advised by Vaish Associates Mumbai. Appleby has acted as Cayman counsel for Cayman company PW Medtech Group Ltd in respect of its listing on the HKSE on 8 November 2013, with net proceeds of approximately HK$1.4 billion (US$180.6m), including the proceeds from the over-allotment of shares. The offering was 19.33 times oversubscribed. PW Medtech will use the proceeds to purchase manufacturing equipment and complete the construction of its new manufacturing facilities for infusion sets and expand the production capacity of its orthopedic implant facilities in the PRC, to invest in research and development of new products and to implement the company’s expansion plans. Partner John Melia led the transaction whilst Chen & Associates and Wilson Sonsini Goodrich & Rosati advised as to Hong Kong and US law. Clifford Chance advised the underwriters as to Hong Kong and US law. Appleby has also acted as Bermuda and BVI counsel to Credit Suisse AG Singapore Branch, as arranger and one of the purchasers of the bonds, in respect of a two-tranche (US$50 million and further US$70 million) convertible bond issuance by Bermuda-incorporated HKSE-listed Goldpoly New Energy Holdings Ltd. The bonds were guaranteed and secured by various Hong Kong and BVI subsidiaries of Goldpoly. The Goldpoly group is engaged in the investment, development and operation of solar power stations in the PRC. Partner Jeffrey Kirk led the transaction. Allen & Overy Hong Kong acted as onshore counsel to Credit Suisse and to the security trustee, The Bank of New York Mellon. AZB & Partners has advised RMZ Corp in respect of the acquisition by Sealine Investment Company of equity shares in RMZ Infotech Private Ltd for approximately US$97.5 million. Partner Sai Krishna Bharathan led the transaction which was completed on 30 October 2013. Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised a syndicate of lenders led by CIMB Bank Berhad Labuan Offshore Branch in respect of the £790.2 million (US$1.3b) long term development financing of the Battersea Power Station, an iconic decommissioned coal-fired power station along the River Thames in London. The proceeds of the financing will be used to develop the site, which includes construction of apartments, office buildings, hotels and other commercial outlets. Principal Emmanuel Hadjidakis led the transaction. Partner Mark Lim led Wong & Partners, Baker & McKenzie’s Malaysian member firm, as Malaysian counsel. Baker & McKenzie, led by partners Justin Salkeld, Mike Webster and Sally Hung, also advised on the transaction. Walkers advised the lenders as Jersey and BVI counsel. Norton Rose Fulbright acted for the borrowers and the sponsors. Cheung & Lee, in association with Locke Lord (HK), has advised China Public Procurement (Hong Kong) Technology Company Ltd in respect of a secured loan granted to its subsidiary, Top Blast Ltd, by Equities First Holdings LLC. The aggregate amount of the secured loan transaction is up to US$75 million to be drawn down in a series of tranches. Partner Michael Fung, supported by partners Balbir Bindra and Matthew Wong, led the Locke Lord team. O’ Melveny& Myers and Ice Miller advised Equities First Holdings. Clifford Chance has advised the joint lead managers and book-runners, composed of Hong Kong and Shanghai Banking Corporation, Standard Chartered Bank, Barclays, Bank of China (Hong Kong), ABC International, Bank of Communications Hong Kong Branch, CCB International Capital, ICBC (Asia) and ICBC International Securities, in respect of China Development Bank’s (CDB) RMB4.5 billion (US$738.4m) notes issuance. The original offering of RMB3 billion (US$492m) was increased to RMB4.5 billion (US$738.4m) due to strong investor demand. The deal included the issuance of three tranches of Reg S senior unsecured notes: a RMB1.9 billion (US$311.7m) two-year floating rate note, a RMB1.7 billion (US$279m) five-year 3.6 percent note and a RMB900 million (US$147.7m) 15-year 4.5 percent note. This is the first issuance from CDB’s recently established offshore RMB7 billion (US$1.15b) debt programme and is also the first launch by a Chinese financial institution of a dim sum bond this year. Partner Connie Heng led the transaction. Clifford Chance has also advised Hengshi Mining Investments Ltd in respect of its approximately US$143 million global offering and listing on the HKSE. Hengshi Mining is an iron-ore mining and processing company based in Hebei Province, the province with the largest steel production and iron ore consumption in China. The company sold 375 million shares at HK$3.20 (US$0.41) each. Hengshi Mining started trading on 28 November 2013. Partner Jean Yu led the transaction, supported by Partners Tim Wang and Jean Thio. DLA Piper has acted for OnCard International Ltd in respect of the signing of a binding sale and purchase agreement with Great Bless Enterprises Ltd to sell its 50 percent equity interest in its Sino-joint venture company Shanghai Smart Service Company Ltd (SmartPASS) for A$53.2 million (US$48.5m). SmartPASS operates principally in Shanghai and is the pre-eminent, independent, multi-merchant prepaid card company in China. The signing of the agreement is the fruition of OnCard’s determination to realise for its shareholders the full value created in the SmartPASS business. Since issuing its first prepaid card in November 2005, in excess of 34 million cards have been issued with cumulative sales exceeding A$2.84 billion (US$2.6b). As of end of October 2013, total float funds on hand exceeded A$355 million (US$324m). Partners Mark Burger and Kit Kwok led the transaction. Gibson Dunn & Crutcher and A&M Law Offices are representing Prizm Payment Services Pvt Ltd and its promoters Winvest Holdings (India) Pvt Ltd in respect of Prizm’s acquisition by Tokyo Stock Exchange listed Hitachi Ltd. Prizm is a leading payment service provider to banks and financial institutions in India. Sequoia Capital, a US-based private equity and venture capital firm, and Axis Bank, a leading private sector bank in India, are among the other shareholders of Prizm involved in the transaction. Partner Jai Pathak is leading the transaction. Partner Sanjeev Adlakha is leading the A&M Law Offices team. Khaitan & Co, led by partner Zakir Merchant, advised Hitachi Ltd. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Visi Media Asia Tbk in respect of a US$230 million credit facility from Credit Suisse AG Singapore Branch which acted as the arranger, facility agent and security agent. The proceeds will be used for repayments and business expansion in Indonesia. Partner Rambun Tjajo led the transaction. Herbert Smith Freehills has advised ICBC International Investment Management Ltd, the overseas investment arm of the Industrial and Commercial Bank of China Ltd (ICBC), in respect of its US$50 million acquisition of a 6 percent stake in Chinese shopping mall developer and operator SCP Company Ltd. SCP owns and manages 19 shopping malls under three shopping mall brands, namely Incity, SCP Plaza and One City. Concurrent to ICBC’s equity investment in SCP, global private equity firm Blackstone Group also made a US$400 million investment in SCP, which will hold assets totalling more than US$2 billion after the respective investments. Partners Matt Emsley and Alexander Aitken led the transaction. Khaitan & Co has advised Mahindra Intertrade Ltd in respect of the joint venture with China Steel Global Trading Corporation Taiwan and Mitsui & Co (Asia Pacific) Pte Ltd Singapore for setting up an automotive steel service centre near Pune, India. Mahindra Intertrade is the pioneer in the steel processing space in India. Partner Vaishali Sharma led the transaction. Latham & Watkins has advised Fosun International, an HKSE-listed affiliate of one of the largest private conglomerates in China, in respect of its HK$3.9 billion (US$503m) issuance of five-year convertible bonds due in 2018. UBS and Morgan Stanley were the joint global coordinators and joint book-runners on the offering. Partners Karen Yan, Eugene Lee and Michael Liu led the transaction. Latham & Watkins is also advising SillaJen Inc, a Korean privately-held biotherapeutics and contract research company, in respect of its acquisition of San Francisco-based Jennerex Inc, a privately-held clinical-stage biotechnology company globally recognised as the leader in the development of best-in-class targeted oncolytic immunotherapies for solid tumors. The acquisition, subject to normal closing conditions and completion of financing by SillaJen, is expected to close in the first quarter of 2014. Including potential future milestone payments, total consideration for the all-cash transaction could reach approximately US$150 million. Following the acquisition, Jennerex will become a wholly-owned subsidiary of SillaJen, but will keep its name and remain headquartered in San Francisco. Partners Alan Mendelson and Luke Bergstrom are leading the transaction. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian is advising Jennerex. Nishith Desai Associates has acted as sole Indian counsel for Osaka Gas Chemicals Co Ltd in respect of its agreement to acquire 100 percent stake in Jacobi Carbons AB and all its affiliates for US$400 million. Jacobi Group, headquartered in Sweden, is the world’s largest manufacturer and distributor of coconut shell activated carbon. Partner Vivek Kathpalia led the transaction whilst White & Case Tokyo acted as international counsel. Norton Rose Fulbright‘s Bangkok office has advised Asia Infrastructure Fund Private Ltd in respect of its disposal of its entire 29.45 percent stake in Don Muang Tollway Public Company Ltd for US$132 million via an auction to FPM Infrastructure Holdings Ltd, a joint venture between First Pacific Company Ltd and Metro Pacific Investment Corporation. The transaction closed on 15 November 2013 and marks the buyer’s first investment in Thailand. Thai incorporated Don Muang Tollway Public Company operates the elevated toll road under a concession granted by the Thai government. It is one of only two private toll road companies in Thailand. Partner Somboon Kitiyansub led the transaction. Thanathip and Partners advised the buyer. Paul Hastings has advised Hong Kong-based investment firm Jynwel Capital in respect of backing a consortium led by The Witkoff Group in its acquisition of the Helmsley Park Lane Hotel from the Leona M and Harry B Helmsley Charitable Trust for US$660 million. The consortium, which included New Valley LLC, Highgate Holdings and Macklowe Properties, plans to upgrade the 47-storey hotel that sits along Central Park South and rebrand it as the Park Lane New York. The transaction was financed by Wells Fargo and Criterion Real Estate Capital. Partner Eric Landau led the transaction. Rajah & Tann is advising Lianguo International Ltd in respect of its all cash exit offer to acquire all the issued ordinary shares in the capital of China Energy Ltd (CEL) in connection with CEL’s proposed voluntary delisting from the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual. Based on the exit offer price of S$0.052 (US$0.041) per CEL share, CEL is valued at approximately S$65.2 million (US$52m). Incorporated in the British Virgin Islands, Lianguo is an investment holding company wholly-owned by Cui Lianguo. SGX-ST listed CEL is based in Shandong Province, PRC and, together with its sole subsidiary, is engaged in the production of dimethyl ether and methyl alcohol. Partners Howard Cheam and Soh Chai Lih are leading the transaction which was announced on 13 November 2013 and is yet to be completed. Drew & Napier is advising China Energy Ltd. Rajah & Tann has also advised a Singapore bank in respect of the grant of banking facilities of up to S$470 million (US$374.5m) to an Indonesia Stock Exchange-listed renowned food manufacturing and processing company for its general corporate purposes. Partner Ng Sey Ming led the transaction which closed on 2 September 2013. Shook Lin & Bok has acted for Oversea-Chinese Banking Corporation and DBS Bank Ltd, among others, as the lenders in respect of the provision of US$100 million facilities to Indonesia-based bauxite mining company PT Cita Mineral Investindo Tbk and its subsidiaries to refinance existing credit facilities and for working capital. Partners Liew Kai Zee and Prakash Raja Segaran led the transaction. Simpson Thacher has represented JP Morgan in respect of concurrent Regulation S offerings by Wisdom Marine Lines Co Ltd of US$60 million zero coupon convertible bonds due 2018 and 7.2 million global depositary shares (GDSs) representing 36 million ordinary shares. Wisdom Marine is the largest publicly listed dry bulk shipowner in Taiwan by number of vessels. Wisdom Marine’s ordinary shares are traded on the Taiwan Stock Exchange (TSE). The bonds are listed on the SGX-ST. The GDSs are admitted for listing on the UK Listing Authority and for trading at the London Stock Exchange (LSE) through the LSE’s International Order Book. Wisdom Marine is the first TSE-listed company to have its securities listed and traded on the LSE. Partner Chris Lin led the transaction. Simpson Thacher has also represented 500.com Ltd, an online sports lottery service provider in China, in respect of its IPO and listing on the NYSE of approximately 5.8 million American Depositary Shares, each representing ten ordinary shares. 500.com raised a total of US$80.4 million in gross proceeds from the IPO, after the exercise of the underwriters’ over-allotment option. Deutsche Bank Securities Inc acted as the sole book-runner whilst Piper Jaffray & Co and Oppenheimer & Co Inc acted as co-managers for the IPO. In connection with the IPO, 500.com also raised US$20 million in a concurrent private placement of ordinary shares that was invested by Sequoia Capital. Partners Chris Lin and Dan Fertig led the transaction. Slaughter and May is advising Thermo Fisher in respect of its proposed acquisition of Life Technologies, a US$13.6 billion deal which will combine two of the leading laboratory and life sciences companies in the world. The transaction was conditionally approved by the European Commission under the EU Merger Regulation on 26 November 2013. In conjunction with ‘Best Friend’ firms, the firm is also advising on merger control processes in China, Japan, South Korea, Australia, New Zealand and Russia (where the transaction was unconditionally cleared on 9 October 2013). Partners John Boyce and Michael Rowe are leading the transaction. Jun He is advising on Chinese law; Anderson Mori & Tomotsune on Japanese law; Kim & Chang on South Korean law; Gilbert & Tobin on Australian law; Russell McVeagh on New Zealand law; and ALRUD on Russian law. The transaction is also being reviewed in the US and Canada, where Thermo Fisher is represented by Axinn, Velthrop & Harkider and Blake Cassels & Graydon, respectively. Stamford Law has represented the issuer, Rickmers Trust Management Pte Ltd, trustee-manager of Mainboard-listed business trust Rickmers Maritime, in respect of the establishment of its S$300 million (US$239.4m) multicurrency medium term note programme. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation acted as joint arrangers and dealers of the programme. Lim Sin Teck led the transaction. Stamford Law has also advised China-based property developer Guangzhou R&F Properties Co Ltd, which has H-shares listed on the HKSE, in respect of the RM4.5 billion (US$1.4b) acquisition from Sultan Ibrahim Johor, the vendor of approximately 116 acres of land in Johor Bahru, State of Johor, Malaysia. The acquisition comprises four plots of vacant freehold land and two plots of reclaimed freehold land, payable subject to certain conditions. Properties to be developed with an estimated saleable floor area of approximately 3.5 million square meters will include high-rise residential units, low-density housing, retail properties, offices, hotel and a shopping mall. Yap Wai Ming led the transaction. Sullivan & Cromwell is representing Nippon Steel & Sumitomo Metal Corporation (Japan) in respect of its pending sale and purchase agreement with ThyssenKrupp AG (Germany) and ArcelorMittal SA (Luxembourg) under which Nippon Steel and ArcelorMittal have agreed to purchase ThyssenKrupp Steel USA LLC (US) for approximately US$1.55 billion. The transaction was announced on 29 November 2013. Nippon Steel and ArcelorMittal have also signed a joint venture agreement under which each party will have 50 percent capital participation to acquire and operate ThyssenKrupp Steel USA. Partners Robert G DeLaMater, Steven L Holley, Juan Rodriguez, Nader A Mousavi and Ronald E Creamer Jr. are leading the transaction. Vinson & Elkins has represented EuroChem, Russia’s largest mineral fertiliser producer and a top ten agrochemical company globally, in respect of the establishment of the EuroChemMigao joint venture. The JV will produce up to 60,000 tonnes of potassium nitrate and up to 200,000 tonnes of chloride-free complex fertilisers per annum in Yunnan, a province in southern China. EuroChem and Migao, a China-based specialty potash fertiliser producer, will each own 50 percent of the Hong Kong-based JV. Partner Jay Kolb led the transaction. WongPartnership has acted for the syndicate of lenders in respect of the grant of S$315 million (US$251m) term and revolving loan facilities to Viva Industrial Real Estate Investment Trust (VI-REIT) for the acquisition of multiple properties situated in Singapore to facilitate the admission of the stapled securities of Viva Industrial Trust (a Singapore-focussed business park and industrial trust comprising VI-REIT and Viva Industrial Business Trust) to the SGX. The firm also acted for the joint global coordinators and issue managers, as well as the joint book-runners and underwriters, in the IPO of Viva Industrial Trust to raise approximately S$365 million (US$291m). Partners Rachel Eng, Long Chee Shan, Christy Lim, Tan Beng Lee, Angela Lim and Ethel Yeo led the transaction. WongPartnership has also acted for GLOBAL Logistic Properties in respect of its establishment of CLF Fund I LP, a platform focussed on the development of modern logistics facilities in the PRC. Partners Low Kah Keong and Charlotte Sin led the transaction. |
Deals – 28 November 2013
Allen & Gledhill has advised Viva Industrial Trust Management Pte Ltd, the manager of VI-REIT, Viva Asset Management Pte Ltd, the trustee-manager of VI-BT, and Ho Lee Group Pte Ltd and Kim Seng Holdings Pte Ltd, the sponsors of VIT, in respect of the issuance of approximately 468.1 million stapled securities in VIT, including the stapled securities issued to the cornerstone investor, and the IPO and listing of VIT on the SGX-ST. The gross proceeds raised were approximately S$365.2 million (US$291.6m). The firm also advised on the acquisition of the initial portfolio of VIT comprising three properties for S$739 million (US$590m) in connection with the IPO. Partners Jerry Koh, Ho Kin San, Fock Kah Yan, Serena Choo and Teh Hoe Yue led the transaction.
Allen & Gledhill has also advised Viva Industrial Trust Management Pte Ltd, the manager of VI-REIT, and Viva Asset Management Pte Ltd, the trustee-manager of VI-BT, in respect of the S$315 million (US$251.5m) debt financing taken up by VI-REIT. The facility comprises a Singapore dollar senior secured term loan facility consisting of a three-year and four-year tranche, each amounting to S$135 million (US$107.8m), and a committed revolving credit facility of S$45.million (US$36m) to partly finance the acquisition of the properties in connection with the establishment and IPO of VIT. Partners Margaret Chin and Ong Kangxin led the transaction. Amarchand & Mangaldas has acted for Amcor Flexibles India Private Ltd, a wholly-owned subsidiary of Amcor Ltd Australia, in respect of its acquisition of the flexible packaging undertaking of Parry Enterprises Ltd (part of the Murugappa Group) on a slump sale, debt-free and cash-free, going concern basis. Partner Vandana Shroff led the transaction which closed on 24 October 2013. Amarchand & Mangaldas has also advised Peepul Capital Fund III LLC India in respect of its investment in Komli Media Inc, a company which runs a digital media technology platform mainly serving the Asia Pacific region. Partners Reeba Chacko and Arjun Lall led the transaction which was signed on 26 September 2013. Appleby has acted as Cayman counsel for JC Group Holdings Ltd, which is principally engaged in the operation and management of full-service restaurants and cake shops in Hong Kong, in respect of its listing on the Growth Enterprise Market of the HKSE on 21 November 2013, with gross proceeds of approximately HK$50 million (US$6.45m). The group will use the net proceeds for the diversification of product offerings and enhancement of existing restaurant facilities, the strengthening of staff training, marketing and promotions, and additional general working capital. Partner Judy Lee led the transaction whilst Loong & Yeung Solicitors advised as to Hong Kong law. CFN Lawyers advised the sponsor, TC Capital Asia Ltd, and the underwriters as to Hong Kong law. Appleby has also acted as Cayman counsel for China Success Finance Group Holdings Ltd in respect of its listing on the HKSE on 13 November 2013, with gross proceeds of approximately HK$268 million (US$34.57m) and net proceeds of HK$216.3 million (US$28m), assuming that the over-allotment option is not exercised. China Success Finance Group is a leading guarantee service provider offering financial and non-financial guarantee services and financial consultancy services in Foshan City, Guangdong, PRC. The group will use the majority of the net proceeds to expand its financial capability. The remainder will be used to pursue potential M&A opportunities within the industry. Partner Judy Lee also led the transaction whilst Loeb & Loeb advised as to Hong Kong law and Commerce & Finance Law Offices advised as to PRC law. Chiu & Partners advised the sponsors and underwriters as to Hong Kong law whilst Jingtian & Gongcheng advised as to PRC law. Bingham has represented Kuraray in respect of a definitive agreement to acquire DuPont Glass Laminating Solutions/Vinyls for US$543 million, plus the value of the inventories. Japan-based Kuraray is a global specialty chemical company that was founded in 1926 and has overseas subsidiaries in 19 countries and regions outside of Japan. DuPont Glass Laminating Solutions/Vinyls has about 600 employees with six manufacturing sites in the US, Europe and Asia. The sale is expected to close during the first half of 2014 pending customary regulatory approvals. Counsel Joe Castelluccio, with partners Kevin Sheridan and Satoru Murase, led the transaction. Clayton Utz has advised ASX-listed Skilled Group Ltd in respect of the proposed acquisition by its wholly-owned subsidiary ATIVO Pty Ltd of T&C Services Pty Ltd from ASX-listed Thomas & Coffey Ltd. The transaction was announced on 12 November 2013. Partner Andrew Walker led the transaction. Clifford Chance has advised Intermediate Capital Group Plc (ICG) in respect of a 50:50 partnership with Nomura Holdings Inc. ICG is a specialist investment firm and asset manager whilst Nomura is one of Asia’s global investment banks. The partnership will facilitate the future structuring and distribution of new domestic mezzanine investments and funds to be managed by a local Japanese fund management company that will be established. ICG and Nomura have agreed to allocate ¥10 billion (US$98.7m) each to the initiative. Partner Andrew Whan, assisted by partner Eiichi Kanda, led the transaction. Eversheds has advised BOCI Asia Ltd, as the sole placing agent, in respect of a top-up placing of existing shares of China Singyes Solar Technologies Holdings Ltd held by Strong Eagle Holdings Ltd at an aggregate placing price valued at HK$324 million (US$41.8m). Under the agreement, BOCI Asia agreed to place on behalf of Strong Eagle and Strong Eagle agreed to sell 32 million existing shares at HK$8.10 (US$1.04) per share. BOCI Asia was also granted an option to require Strong Eagle to sell an additional 8 million option shares. The option was fully exercised. The placing was completed on 15 November 2013. Partner Stephen Mok, assisted by partner Norman Hui, led the transaction. Gide has advised Societe Generale in respect of the sale of its wholly-owned Vietnamese consumer finance subsidiary, Societe Generale Viet Finance Co Ltd (SGVF) to Ho Chi Minh City Development Joint Stock Commercial Bank (HDBank), a leading private bank in Vietnam. The finance company was one of the first and largest foreign-invested finance companies in Vietnam licensed in 2007. The transaction is the first time a credit institution was sold as a corporate entity – as opposed to acquired or merged by asset transfer – with the approval of the State Bank of Vietnam under existing regulations. Partner Samantha Campbell led the transaction. Herbert Smith Freehills has advised SGX-listed AIMS AMP Capital Industrial REIT (AACI REIT), which is managed by AIMS AMP Capital Industrial REIT Management Ltd, in respect of conditional contracts for the proposed acquisition of a 49 percent indirect interest in the Optus Centre at Macquarie Park, Sydney, Australia for approximately A$184.4 million (US$168m) through the acquisition of units in the Stockland-managed Macquarie Park Trust from the unlisted Stockland Direct Office Trust No. 2. Conditional contracts for the transaction were exchanged on 23 November 2013, subject to AACI REIT unitholder approval. The proposed acquisition represents AACI REIT’s first acquisition in Australia. Upon completion of the acquisition, AACI REIT will acquire the 49 percent interest in the Optus Centre through a newly established managed investment trust structure. Partner Simon Taskunas led the transaction. Corrs Chambers Westgarth and Baker & McKenzie acted for Stockland whilst Rodyk & Davidson and Allen & Gledhill were Singapore counsel to AACI REIT and the AACI REIT Manager, respectively. Khaitan & Co has advised Parry Enterprises India Ltd in respect of the transfer of its business undertaking AMCOR Flexibles India Pvt Ltd, comprising of Parry’s flexible packaging undertaking, including all identified assets and liabilities, utility contracts, employees, etc for approximately US$3.97 million. Parry is a subsidiary of Murugappa group and is engaged in the manufacture, import and export of all types of packaging materials. Partner Vaishali Sharma led the transaction with assistance from executive director Dinesh Agrawal. Khaitan & Co has also advised Kokuyo Camlin Ltd in respect of its rights issue for approximately US$16.8 million. Kokuyo Camlin has been in existence for more than 75 years and is involved in manufacturing, selling and distribution of art materials and stationery products under its well–established brands ‘Camel’ and ‘Camlin’, which are one of the most recognised stationery and art material brands in India. Partner Nikhilesh Panchal led the transaction. K&L Gates has advised Robinsons Retail Holdings Inc in respect of its successful IPO and listing on the Philippine Stock Exchange. The offering, which closed on 11 November 2013, raised US$622 million (prior to the exercise of the over-allotment option) and is one of the largest-ever IPOs in the Philippines. Robinsons Retail is one of the leading retail groups in the Philippines. Since opening its first department store in Manila in 1980, it has expanded to five other business segments, including supermarkets, do-it-yourself stores, convenience stores, specialty stores, and drugstores. Partner David Johnson led the transaction. Majmudar & Partners is representing San Francisco-based mobile payments company Boku Inc in respect of its proposed acquisition of a 100 percent stake in Mumbai-based Spunk Media Private Ltd, which owns and operates the mobile billing aggregator business of Qubecell. The deal is expected to add more than 75 percent of the country’s mobile subscribers, which is roughly 550 million potential users, to Boku’s consumer base, making it the largest provider of direct carrier billing in India. The acquisition will also provide Boku with direct carrier billing connections with four of the largest carrier networks in India, along with a number of key local merchant relationships. Closing is expected in a few weeks. Partner Akil Hirani is leading the transaction. Maples and Calder has acted as Cayman Islands counsel to Boyaa Interactive International Ltd in respect of its redomiciliation, IPO and listing of HK$986 million (US$127.2m) shares on the HKSE. Headquartered in Shenzhen, Boyaa is an online board and card game developer backed by Sequoia Capital. Partner Christine Chang led the transaction whilst Simpson Thacher & Bartlett acted as Hong Kong and US counsel. Credit Suisse and China Renaissance, the joint book-runners and joint managers, were advised by Kirkland & Ellis. Maples and Calder has also acted as Cayman Islands counsel to FocalTech Corporation Ltd in respect of its reorganisation and its NT$1.75 billion (US$59m) IPO on the Taiwan Stock Exchange. Founded in 2005, FocalTech is an integrated circuit (IC) design house specialising in digital signal processing algorithm and mixed-signal circuit design for applications, including touch panel controller ICs. It is currently the largest touch controller IC provider in China. Partner Christine Chang also led the transaction whilst Tsar & Tsai Law Firm acted as Taiwan counsel. Mayer Brown JSM has advised Industrial and Commercial Bank of China (Asia) Ltd (ICBC Asia) in respect of its financing of three bidders in making, together with an indirect subsidiary of PRC stated-owned company Aviation Industry Corporation of China (AVIC), Beijing, China, a joint public takeover offer for the shares of Frankfurt- listed KHD Humboldt Wedag International AG, a German industrial-plant builder. The three separate term loan facilities have a total aggregate amount of €197.8 million. This is the first public takeover by a Chinese state-owned enterprise in Germany. Partner Francis Chen, assisted by partners Dr Ulrike Binder and Dirk-Peter Flor, led the transaction. Rahmat Lim & Partners and Allen & Gledhill have advised Sime Darby Motors Sdn Bhd (Sime Darby Motors) and Sime Singapore Ltd (SSL) in respect of the acquisitions of 89.15 percent of Europe Automobiles Corporation Holdings Pte Ltd (EACH) and 16.02 percent of Europe Automobiles Corporation (EAC) via SSL for US$37 million. EACH holds 82.98 percent of EAC, which holds the distribution rights of BMW and MINI marques in Vietnam. The acquisitions mark the expansion of Sime Darby Motors into Vietnam. Advising Sime Darby Motors and SSL was Partner Chia Chee Hoong of Rahmat Lim & Partners. Advising Sime Darby Motors and SSL on Singapore law was Allen & Gledhill partner Oh Hsiu Hau. Rajah & Tann is advising Phillip Capital Group, a leading Asian financial house with operations in 10 jurisdictions across the Asia Pacific region, as well as Japan, the UAE, UK, France, Turkey, and USA, in respect of its acquisition of HwangDBS Commercial Bank Plc in Cambodia and its wholly-owned subsidiary, HwangDBS Securities (Cambodia) Plc, from Malaysian financial services group Hwang-DBS (Malaysia) Bhd in a US$40 million deal. The acquisition is made by Phillip MFIs Pte Ltd, a member of the Singapore-based PhillipCapital Group. PhillipCapital has an existing presence in Cambodia with MFI subsidiary, Kredit Microfinance Institution. The deal is expected to complete in the first quarter of 2014. Partners Lim Wee Hann and Terence Quek are leading the transaction in collaboration with Christopher & Lee Ong led by Kuok Yew Chen and R&T Sok & Heng Law Office led by Heng Chhay. Rajah & Tann is also advising SGX-listed United Engineers Ltd (UEL) and UE Centennial Venture Pte Ltd, UEL’s subsidiary which is undertaking the exit offers, in respect of the group’s proposed all-cash exit offers for shares and convertible bonds of WBL Corporation Ltd (WBL), in connection with the proposed voluntary delisting of WBL from the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual. The exit offers value WBL at S$1.23 billion (US$985.65m). The delisting and making of the exit offers is subject to SGX-ST granting WBL a waiver from the requirement to hold an extraordinary general meeting to obtain shareholders’ approval for the delisting pursuant to Rule 1307 of the Listing Manual and confirmation by the SGX-ST that it has no objection to the delisting. Partners Goh Kian Hwee, Lawrence Tan, Cynthia Goh and Soh Chai Lih led the transaction. Shearman & Sterling is advising IntercontinentalExchange Group Inc (ICE), the leading global network of regulated exchanges and clearing houses for financial and commodity markets, in respect of its definitive agreement to acquire in an all-cash transaction Singapore Mercantile Exchange (SMX). SMX, which operates futures markets in Singapore across metals, currencies, energy and agricultural commodities, is a wholly-owned subsidiary of Financial Technologies (India) Ltd (FTIL). ICE will also acquire 100 percent of Singapore Mercantile Exchange Clearing Corporation, a wholly-owned subsidiary of SMX. The acquisition will provide ICE with exchange and clearing infrastructure in Asia for the first time, adding to ICE’s current footprint in the US, Canada, Brazil, UK and continental Europe. The transaction is expected to close by the end of 2013, subject to receipt of applicable regulatory approvals and satisfaction of closing conditions. Partners David Connolly, Barney Reynolds, John Cannon, Thomas Donegan, Stephen Fishbein, Geoffrey Goldman, and Iain Scoon led the transaction whilst Luthra & Luthra acted as Indian counsel. Rajah & Tann, led by partners David Yeow, Tan Chon Beng and John Cordova, advised FTIL and Financial Technologies Singapore Pte Ltd as lead counsel and Singapore counsel whilst Wiggin and Dana and J Sagar Associates acted as US counsel and Indian counsel, respectively, to FTIL. Shook Lin & Bok is acting for Jubilee Industries Holdings Ltd in respect of a non-binding memorandum of understanding with Jewelstone Properties Ltd for the proposed acquisition of Jewelstone’s entire equity interest in Tenderside Ventures Ltd (TVL) for RM150 million (US$46.6m)). The proposed acquisition, if undertaken and completed, is expected to result in a “reverse takeover” of Jubilee. TVL owns 60 percent of the equity interest in Viridea Lakeside Sdn Bhd, a special purpose vehicle incorporated in Malaysia for property development, which has contracted to acquire a property development project known as “Viridea @ Medini Lakeside” in Medini Iskandar, Johor, Malaysia. Medini Iskandar is a 2,230-acre flagship development positioned as the new urban township of Iskandar. Partners Robson Lee and Andrea Chee are advising on the transaction. Simpson Thacher has represented Goldman Sachs International in respect of the offering of 10 million global depositary shares of Hermes Microvision Inc (HMI) for approximately US$291.7 million pursuant to Rule 144A and Regulation S. HMI is the world’s leading provider of e-beam inspection tools and solutions for defect control and yield management in advanced semiconductor manufacturing process R&D and volume production. HMI’s global depositary shares are listed on the Luxembourg Stock Exchange and traded on the Euro MTF Market. HMI’s common shares are listed and traded on the GreTai Securities Market in the PRC. Chris Lin, Asher Hsu, Tse-Yu Su and Sophie Staples led the transaction. Slaughter and May is advising China Power International Development Ltd in respect of its acquisition of 100 percent interest in Wuhu Electric Power Generating Company Ltd from its controlling shareholder, China Power International Holding Ltd, for RMB1.45 billion (US$238m). The acquisition was announced on 14 October 2013 and was approved by shareholders on 15 November 2013. It constitutes a disclosable and connected transaction under the Hong Kong Listing Rules. HKSE-listed China Power’s principal activities are the development, construction, operation and management of power plants in the PRC. Wuhu Electric power holds two 660MW ultra super-critical coal-fired power generating units located in Wuhu City of Anhui Province in the PRC. Partner Benita Yu is leading the transaction. Slaughter and May Hong Kong has also advised Semiconductor Manufacturing International Corporation (SMIC) in respect of its issue of US$200 million zero coupon convertible bonds due 2018. The bonds were listed on the SGX on 8 November 2013. SMIC may issue to subsidiaries of Datang Holdings (Hong Kong) Investment Company Ltd (Datang) and China Investment Corporation (CIC) an additional amount of bonds up to US$54.6 million and US$32.2 million, respectively, as a result of their exercise of their pre-emptive rights to subscribe for bonds issued by SMIC pursuant to earlier agreements. The pre-emptive subscriptions will constitute SMIC’s connected transactions and will be subject to shareholders’ approval. Datang, a PRC state-owned enterprise headquartered in Beijing, is mainly engaged in TD-SCDMA (third generation 3G) mobile telecommunication, wireless access and integrated circuit design. CIC is an investment institution established under PRC laws in September 2007. The joint managers for the issue were JP Morgan Securities plc and Deutsche Bank AG Hong Kong Branch. Partner Benita Yu also led the transaction. Trilegal has advised the promoters of Energy Leader Batteries India Private Ltd (ELBI) in respect of the acquisition by US-based EnerSys Reserve Power Pte Ltd of the remaining stake in ELBI, the Indian joint venture company of EnerSys. The firm advised ELBI’s promoters in the sale of their entire shareholding in ELBI to EnerSys and in the exit of the promoters from the management of ELBI. Partner D Pavan Kumar led the transaction which closed on 18 November 2013. Kochhar & Co Mumbai advised EnerSys Reserve Power Pte Ltd. Weil, Gotshal & Manges is serving as US counsel to Baring Private Equity Asia in respect of NYSE-listed Giant Interactive Group Inc’s US$2.8 billion take private bid. Giant Interactive, one of China’s leading online game developers and operators, received a preliminary non-binding proposal letter dated 25 November 2013 from the company’s chairman, Yuzhu Shi (and certain of his affiliated entities) and an affiliate of Baring Private Equity Asia. The consortium proposed to acquire all of Giant Interactive’s outstanding ordinary shares, including ordinary shares represented by the company’s American depositary shares (ADSs) (each representing one ordinary share of the company), at US$11.75 in cash per ordinary share or ADS. As of 25 November 2013, the consortium members beneficially owned approximately 47.2 percent of the company’s share capital on a fully enlarged basis. The Board, other than Yuzhu Shi, is reviewing and evaluating the consortium’s proposal. Partner Akiko Mikumo is leading the transaction whilst O’Melveny & Myers is acting as US counsel. Wilson Sonsini Goodrich & Rosati is acting as US counsel to Yuzhu Shi and the consortium. WongPartnership has acted for Ascendas Pte Ltd in respect of the setting up of the Ascendas India Growth Programme in which GIC Private Ltd, Singapore’s sovereign wealth fund, is a principal investor. The programme has a target asset size of S$600 million (US$479m) and will be investing in business space in multiple Indian cities. Partners Ong Sin Wei, Tan Teck Howe and Felicia Marie Ng led the transaction. WongPartnership has also acted for United Overseas Bank Ltd in respect of the grant of term and revolving facilities of up to S$420 million (US$335.45m) to Sherwood Development Pte Ltd (a joint venture between Keppel Land Ltd and China Vanke Co Ltd) to, inter alia, finance the construction of a residential development in Singapore. Partners Christy Lim, Tan Beng Lee and Serene Soh led the transaction. |