Allen & Gledhill has advised DBS Bank Ltd in respect of the divestment of its remaining 9.9 percent stake in Bank of the Philippine Islands (BPI) to Ayala Corporation and GIC Private Ltd for approximately S$850 million (US$682.4m). The divestment follows the earlier disposal by DBS in 2012 of its 10.4 percent stake in BPI to Ayala for approximately S$757.3 million (US$608m). BPI is the largest bank in the Philippines. Partner Prawiro Widjaja led the transaction.
Allen & Gledhill has also advised SEA9 Pte Ltd, an indirect subsidiary of The Headland Private Equity Fund 6 LP advised by Headland Capital Partners Ltd, in respect of the proposed S$445.6 million (US$357.7m) acquisition of all the issued and paid-up ordinary shares in the capital of Kreuz Holdings Ltd by way of a scheme of arrangement. Kreuz is one of the world’s leading providers of subsea construction and installation services and inspection, repair and maintenance services for the offshore oil and gas industry. Partners Song Su-Min, Daren Shiau and Kok Chee Wai led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised Mitsubishi Heavy Industries Ltd (MHI) and Hitachi Ltd (HL) in respect of securing approval from the Competition Commission of India for the integration of MHI and HL’s thermal power generation systems by transferring their respective businesses in these fields to a new joint venture called MH Power Systems Ltd. MHI and HL shall hold an equity interest in the ratio of 65:35 in the JV company which they will jointly manage. The global JV required a merger filing in India on account of MHI and HL’s presence, through their various subsidiaries and JVs, in India. The proposed transaction is awaiting approvals from the competition authorities of other countries. Partner Nisha Kaur Uberoi led the transaction which is expected to close by February 2014. Nishimura & Asahi and Mori Hamada & Matsumoto acted as Japanese counsel for MHI and HL, respectively. Amarchand & Mangaldas & Suresh A Shroff Co has also advised Etihad Airways PJSC and Jet Airways (India) Ltd in respect of securing the approval of their merger filing with the Competition Commission of India (CCI). Etihad is proposing to acquire a non- controlling stake of 24 percent valued at US$ 379 million in Jet Airways. Etihad and Jet Airways have also entered into an agreement to realise various efficiencies and synergies, including lower administrative costs, sharing of joint resources, better customer service and efficient administration of their respective businesses. The transaction will enable Etihad to expand its presence in India’s domestic sector whilst it provides Jet Airways with access to a wider international network. Partners Nisha Kaur Uberoi and Cyril Shroff led the transaction which is expected to close in two weeks. AZB & Partners has advised TPG Growth in respect of TPG Group’s acquisition of approximately 23 percent of shares in Sutures India Private Ltd from the promoters by way of share purchase for approximately INR1.4 billion (US$22.54m). Partners Abhijit Joshi, Vivek Bajaj and Nandish Vyas led the transaction which was completed on 21 August 2013. Baker & McKenzie is advising the New South Wales Government in respect of granting approval for Crown’s/Packer’s proposed A$1.5 billion (US$1.4b) development at Barangaroo. The 70-floor resort is expected to include 350 six-star hotel rooms, 80 luxury apartments, celebrity chef restaurants, at least 120 tables and 10 private VIP gaming saloons. As part of the deal, Crown is banned from offering poker machines and its overall gaming space will be restricted to 20,000sq m. Locals will only be able to play if they are approved to join a Crown membership club. Partners David Holland, assisted by partners Howard Fraser; Geoff Wood and Sebastian Busa, is leading the transaction. Ashurst is advising Crown. Clayton Utz has acted for transport, infrastructure and logistics company Asciano in respect of its recent acquisition of the Newcastle-based bulk haulage and logistics services group Mountain Industries. The acquisition will support Asciano’s development of its pit to port logistics capability in key resources and export markets. Partner Simon Brady and special counsel Simone Whetton led the transaction. Clifford Chance has advised BOC International, CITIC Securities, JP Morgan, Morgan Stanley and UBS as joint global coordinators in respect of of Huishang Bank Corp’s US$1.19 billion listing on the HKSE. Huishang Bank, a regional bank based in the eastern Chinese province of Anhui, sold a total of 2.61 billion H-shares priced at HK$3.53 (US$0.455) each which started trading on 12 November 2013. Partners Tim Wang, Cherry Chan and Jean Thio led the transaction which is reportedly the biggest IPO in Hong Kong by a regional bank in the past three years. Davis Polk has advised a subsidiary of COFCO (Hong Kong) Ltd in respect of the Regulation S offering of US$500 million 3 percent guaranteed notes due 2018 and US$500 million 4.625 percent guaranteed notes due 2023. The debt securities are guaranteed by COFCO Hong Kong and benefit from a letter of support from COFCO Corporation (COFCO). COFCO is a PRC state-owned enterprise and under the purview of the State-owned Assets Supervision and Administration Commission of the State Council. COFCO is one of the largest diversified products and services suppliers in the agribusiness and food industries in China. COFCO Hong Kong is the flagship subsidiary of COFCO and the primary platform for executing its overseas business strategy. Partners Eugene C Gregor, Paul Chow, Antony Dapiran and Jonathan Cooklin led the transaction whilst Harney Westwood & Riegels advised as to British Virgin Islands law. The Hongkong and Shanghai Banking Corporation Ltd, JPMorgan Securities plc, UBS AG Hong Kong Branch, BOCI Asia Ltd, Industrial and Commercial Bank of China (Asia) Ltd, Standard Chartered Bank, Deutsche Bank AG Singapore Branch and CITIC Securities Corporate Finance (HK) Ltd acted as the joint lead managers and were advised by Linklaters as to English law and Tian Yuan Law Firm as to PRC law. Davis Polk has also advised the initial purchasers, composed of China Merchants Securities (HK) Co Ltd, JP Morgan Securities plc, Deutsche Bank AG Singapore Branch, Credit Suisse Securities (Europe) Ltd and UBS AG Hong Kong Branch, in respect of a Rule 144A/Regulation S offering by Evergrande Real Estate Group Ltd of US$500 million aggregate principal amount of the company’s 8.75 percent additional senior notes due 2018. The additional notes will be consolidated and form a single series with the 8.75 percent senior notes due 2018 issued by the company on 30 October 2013. HKSE-listed Evergrande is one of the largest national property developers in China. Partner William F Barron led the transaction. Evergrande was advised by Sidley Austin as to Hong Kong law and by Maples and Calder, led by partner Michael Gagie, as to British Virgin Islands law. Eversheds has represented the Government of Cambodia in the International Court of Justice (ICJ) in respect of a case brought by Cambodia against Thailand concerning the Temple of Preah Vihear. In 1962, the Court rendered a judgment which held that the Temple is under the sovereignty of Cambodia and that Thailand must withdraw any forces at the Temple or in its vicinity. However, the ICJ did not specify the extent of the “vicinity” of the Temple. After tensions flared in the region in 2007-2008, and again in 2011, Cambodia requested the ICJ to interpret its original judgment, particularly the vicinity of the Temple from which Thailand had to withdraw. With its judgment on 11 November 2013, the Court has now defined that area. Partner Rodman Bundy led the transaction. HSA Advocates has advised Hydreq Pte Ltd (earlier known as Equis Asia Fund (Singapore) Pte Ltd), a Singapore based fund which is a part of Equis Funds Group (Equis) focusing on Asian energy and infrastructure opportunities, in respect of its equity investment in DANS Energy Consulting Private Ltd in November 2013. DANS holds a large portfolio of hydro projects and is developing a “run of river” 193 MW Hydro Power Platform in Northern India. It was the first PE investment of its kind by an overseas fund in the hydro power sector in India. The investment by Equis was approximately INR120 crores (US$19.38m.) The total investment by Equis in DANS would subsequently go up to approximately INR400 crores (US$64.6m). The firm also advised Equis in its earlier two rounds of investments in DANS, which closed in August 2012 and March 2013. Partner Harvinder Singh led the transaction. Rajah and Tann, led by partner Tracy Ang, advised Equis as to Singapore law. HSA Advocates has also represented Yash Raj Films (YRF) in respect of an appeal filed by Ajay Devgan Films (ADF) in the Competition Appellate Tribunal (COMPAT). ADF had filed a complaint in the Competition Commission alleging that YRF indulged in anti-competitive practices by blocking single screen theatres for the release of its film, ‘Jab Tak Hai Jaan’, as a result of which ADF could not procure screens for the release of its movie, ‘Son of Sardar’, which were released on Diwali in 2012. The Commission dismissed ADF’s complaint and ADF subsequently filed an appeal. COMPAT, by its order dated 13 November 2013, dismissed ADF’s appeal. COMPAT held that ADF’s claim had no basis, as ADF had substantially the same number of single screens to exhibit its film. Moreover, not a single theatre owner came out to support ADF’s contention that YRF had coerced them into entering into agreements to exhibit YRF’s films. Partner Navin Syiem and senior advocate Meenakshi Arora led the transaction. IndusLaw has advised ANI Technologies Private Ltd (Ola cabs), through its founder Bhavish Aggarwal, in respect of the Series C investment into it by Matrix Partners India Investment Holdings LLC. The transaction was completed in November 2013. J Sagar Associates has advised Info Edge (India) Ltd in respect of its further investment into Zomato Media Private Ltd, which runs the restaurant directory site Zomato.com. The latest investment was made together with an investment by Sequoia Capital. Info Edge has previously made multiple investments into Zomato. Listed on the BSE and the NSE, Info Edge runs the popular web portals Naukri.com, 99Acres.com, Jeevansathi.com and Shiksha.com. Partner Rohitashwa Prasad led the transaction. Khaitan & Co has also advised in respect of West Life Development Ltd’s preferential allotment of equity shares for approximately US$29.2 million. Westlife Development Ltd was set up by the Mumbai-based BL Jatia family. The company is listed on the Bombay Stock Exchange and has widespread interests in trading, hospitality and quick service restaurant industry. Partners Rajiv Khaitan and Nikhilesh Panchal and executive director Sudhir Bassi led the transaction. Maples and Calder has acted as Cayman Islands counsel to Sungy Mobile Ltd in respect of its IPO of 7 million American depositary shares (ADSs), representing 42 million Class A ordinary shares of par value US$0.0001 per share. Sungy, which is headquartered in Guangzhou, has applied to have the ADS listed on NASDAQ. Sungy is a provider of mobile internet products and its businesses include “Go” series apps, “3G Portal” and “3G Book Market”. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Credit Suisse and JP Morgan, which acted as underwriters, were advised by Simpson Thacher & Bartlett. Minter Ellison has advised Dick Smith Holdings Ltd in respect of its IPO of ordinary shares and listing on the ASX. Shares representing 66.2 percent of Dick Smith’s capital are being offered at A$2.20 (US$2.07) per share, implying a market capitalisation of over A$520 million (US$490.6m). On completion of the IPO, the business’ current majority owners, being funds managed by Anchorage Capital Partners, will hold 20 percent of Dick Smith’s issued share capital. Shares in Dick Smith are scheduled to begin trading on the ASX on 4 December 2013, on a conditional and deferred settlement basis. Partners Callen O’Brien and Daniel Scotti led the transaction. Goldman Sachs Australia Pty Ltd and Macquarie Capital (Australia) Pty Ltd, the joint lead managers, were advised by Gilbert & Tobin. Morrison & Foerster has represented an affiliate of Global Logistic Properties Ltd, Asia’s largest provider of modern logistics facilities, in respect of the formation of the world’s largest China-focused logistics infrastructure fund. The fund has been formed for the primary purpose of developing, owning and managing a diversified portfolio of institutional quality logistics facilities within target markets in the PRC. Investors have committed US$1.5 billion in equity to the fund, with leverage allowing for an investment capacity of over US$3 billion over three years. Six leading global institutions are investing alongside the company, with Global Logistic Properties retaining a 56 percent stake in the fund. Eric Piesner, Ken Muller and Marcia Ellis led the transaction. Norton Rose Fulbright’s Tokyo, London, Amsterdam and Singapore offices have advised Japan Bank for International Cooperation (JBIC) and a group of commercial lenders led by Sumitomo Mitsui Banking Corporation (SMBC) in respect of a US$847 million loan facility which will be used to finance a floating production, storage, and offloading unit (FPSO). The FPSO is to be made available on long-term charter by a Dutch special purpose company to Tullow Ghana Ltd, a Ghanaian subsidiary of Tullow Oil Plc, for oil and gas production in the Tweneboa, Enyenra and Ntomme fields (TEN field development) in the western Ghanaian sea territory. The project sponsors are Modec Inc, Mitsui & Co Ltd, Marubeni Corporation and Mitsui OSK Lines Ltd. The other syndicate banks are The Bank of Tokyo-Mitsubishi UFJ Ltd, Mizuho Bank Ltd, ING Bank NV and ABN AMRO Bank NV. This transaction was JBIC’s first financing of an FPSO in Ghana. Partners Jeremy Gibb, Wouter Hertzberger, Ben Rose and Yu-En Ong led the transaction. Paul Hastings has advised the international underwriters in respect of the US$405 million IPO by Travellers International Hotel Group Inc and the listing of its shares on the Philippine Stock Exchange. Travellers, a joint venture between Genting Hong Kong Ltd and Philippine conglomerate Alliance Global Group Inc, is the developer and operator of Resorts World Manila, the first integrated tourism resort in the Philippines. The proceeds will be used to expand Resorts World Manila. Bank of America Merrill Lynch, CIMB, Maybank Kim Eng, Religare Investment Banking and Securities and UBS were the joint global coordinators, international book-runners and international lead managers. The international co-bookrunners were CLSA, Credit Suisse and Morgan Stanley. BDO Capital, Maybank ATR Kim Eng and UBS acted as domestic lead underwriters. Partners Patricia Tan Openshaw and Steven Winegar led the transaction. Rodyk & Davidson has acted as Singapore counsel for UMW Oil & Gas Corporation Berhad (UMW-OG) in respect of its listing on Bursa Malaysia Securities Berhad. UMW-OG is a wholly-owned subsidiary of UMW Holdings Berhad, which is currently listed on Bursa Malaysia. It is in the business of offshore drilling and providing oilfield services. The transaction valued UMW-OG at approximately RM6.1 billion (US$1.9b), making it Malaysia’s largest IPO for 2013. Partner Ng Eng Leng led the transaction. Rodyk & Davidson has also acted for KSH Holdings Ltd in respect of its issue of S$300 million (US$240.85m) multicurrency medium term note programme. The programme was solely arranged by DBS Bank whilst DBS Trustee Ltd has been appointed trustee of the holders of the notes. Partners Valerie Ong and Au Yong Hung Mun led the transaction. Skadden, Arps, Slate, Meagher & Flom has represented SINA Corporation, a leading internet media company serving China and the global Chinese communities, in respect of its Rule 144A US$700 million offering of 1 percent convertible senior notes due 2018. Partner Julie Gao, with partners Michael Gisser and Yossi Vebman, led the transaction. Slaughter and May has advised China Power New Energy Development Company (CPNE) in respect of its issue of new shares to China Energy Engineering Group Guangdong Electric Power Design Institute (GEPDI). Under a new share agreement, CPNE will issue new shares to GEPDI for RMB200 million (US$32.8m), giving GEPDI a 2.87 percent share in the enlarged issued share capital of CPNE. CPNE is principally engaged in the development, construction, ownership, operation and management of clean energy power plants in the PRC. GEPDI is an energy construction group directly managed by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. GEPDI is principally engaged in the survey, design and consultation of engineering projects and the engineering, procurement and construction of such projects. Partner Benita Yu led the transaction. Vinson & Elkins has advised China National Petroleum Corp (CNPC) in respect of its acquisition of Petroleo Brasileiro SA’s assets in Peru for US$2.6 billion. CNPC E&D Holdings Cooperatief UA (CNPC Holdings) and CNODC International Holding Ltd (CNODC International), both indirect subsidiaries of CNPC’s listed arm PetroChina Company Ltd, entered into an agreement with Petrobras International Braspetro BV (PIB) and Petrobras De Valores Internacional De Espana SL (PVIE) to acquire the entire shares of Petrobras Energia Peru SA. The completion of the acquisition, which was announced on 13 November 2013, is subject to relevant government approval and the fulfillment of other conditions. Partner Rob Patterson, assisted by partner Jay Kolb, led the transaction. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Ekuiti Nasional Berhad in respect of the disposal of 61.6 percent of the issued shares that Ekuinas holds in Konsortium Logistik Berhad to KL Airport Services Sdn Bhd, a wholly-owned subsidiary of DRB-Hicom Bhd. Partner Munir Abdul Aziz led the transaction. WongPartnership has acted for The Bank of New York Mellon Singapore Branch, as trustee, paying agent, calculation agent, registrar and transfer agent, in respect of United Overseas Bank Ltd’s issue of S$500 million (US$402.26m) 4.75 percent non-cumulative non-convertible perpetual capital securities. Partners Hui Choon Yuen and Trevor Chuan led the transaction. WongPartnership is also acting for Asia New Energy Holding Ltd in respect of the voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of Asia Power Corporation Ltd, other than those shares held by Asia Power as treasury shares and those shares held, directly or indirectly, by Asia New Energy. Partners Andrew Ang and Chan Sing Yee led the transaction. |
Deals – 21 November 2013
Deals – 14 November 2013
Amarchand Mangaldas has acted as the sole legal advisor to Fresenius Kabi (Singapore) Pte Ltd in respect of its de-listing offer to the public shareholders of Fresenius Kabi Oncology Ltd. Fresenius Singapore made a public announcement on 31 October 2013 that it has accepted an exit price of INR135 (US$2.13), which is higher than the discovered price of INR130 (US$2.05). Consequently, Fresenius Singapore will cross the threshold limits for a successful delisting as prescribed under the SEBI (Delisting of Equity Shares) Regulations 2009. Fresenius Kabi Oncology Ltd will then be delisted from the stock exchanges. Partner Akila Agrawal led the transaction. Allen & Overy has advised the joint global coordinators and book-runners in respect of China CITIC Bank International’s US$300 million 6 percent Basel III compliant Tier 2 subordinated notes. This is only the second Tier 2 subordinated note issuance in Hong Kong under the new banking capital rules which came into effect on 1 January 2013. The notes were issued on 7 November 2013 and listed on the HKSE. BBVA, HSBC and The Royal Bank of Scotland were the joint global coordinators and book-runners. Other joint book-runners included CITIC Securities International and Goldman Sachs. ANZ and BNP Paribas were the co-managers. Partner John Lee led the transaction. Linklaters represented China CITIC Bank International. ATMD Bird & Bird has acted for ValueMax Group Ltd in respect of its IPO of 138 million shares on the SGX-ST at an offer price of S$0.51 (US$0.408) for each new share, raising a total of approximately S$70.4 million (US$56.37m). ValueMax is the first pawnbroking chain in Singapore to list on the Mainboard of the SGX-ST, creating a company with a capitalisation of S$280 million (US$224.2m). It has operations in Singapore and investments in Malaysia. Canaccord Genuity acted as the issue manager and underwriter. Partner Marcus Chow led the transaction whilst Tay & Partners, led by partner David Lee, advised as to Malaysian law. Baker & McKenzie has advised Minh Phu-Hau Giang Seafood Processing Company (MPHG) in respect of the VND400 billion (US$19m) acquisition by Mitsui & Co. MPHG is the major processing subsidiary of Minh Phu Seafood Corporation (MPC). The deal involved the purchase of more than 30 percent of MPHG’s shares by Mitsui through a private placement, which led to the conversion of the corporate form of MPHG. MPC is one of the largest vertically-integrated Vietnamese shrimp processing companies and exporters which accounts for approximately 15 percent of the total exporting volume for Vietnam. The acquisition by Mitsui represents a milestone and marks a strong development in the 15-year long partnership between the two corporations. Partner Nguyen Hoang Kim Oanh led the transaction. Fraser’s Law Company advised Mitsui. Baker & McKenzie has also advised DB Trustees (Hong Kong) Ltd, as the trustee of Hui Xian Real Estate Investment Trust (Hui Xian REIT), in respect of the HK$1.525 billion (US$147m) term loan facility for Hui Xian REIT. The proceeds will be used to fund the repayment of existing loan facilities and for general corporate funding needs. Hang Seng Bank Ltd acted as the coordinator and mandated lead arranger for the facility. Partner Jason Ng led the transaction. Mayer Brown JSM acted as Hong Kong counsel to the arrangers and the facility agent whilst Woo, Kwan, Lee & Lo acted as Hong Kong counsel to the company. Cheung & Lee, in association with Locke Lord (HK) has advised Halcyon Capital Ltd as the sponsor and underwriter in respect of the HK$79.8 million (US$10.3m) IPO and listing on the HKSE of Mega Expo Holdings Ltd, a group engaged in management and organisation of trade exhibitions and provision of exhibition related services in Hong Kong. Partner Michael Fung led the Locke Lord team in the transaction which closed on 6 November 2013. Other firms which advised the company are Chiu & Partners (HK), Jingtian & Gongcheng (PRC), Conyers Dill & Pearman (Cayman) Ltd (Cayman Islands), Conyers Dill & Pearman (BVI), Stamford Law Corporation (Singapore), Dorsey & Whitney (US/Nevada), Hogan Lovells International (Germany) and Pepeliaev Group (Russia). The sponsor and underwriters were advised by King & Wood Mallesons as to PRC law. Clifford Chance has advised ASX and TSX-listed Alacer Gold Corp, a leading intermediate gold mining company, in respect of the sale of its Australian gold mining operations to Australian company Metals X Ltd. The sale now allows Alacer to focus on its low-cost Çopler gold mine and exploration operations in Turkey. All of Alacer’s former Australian subsidiaries (which together held 100 percent interest in the Higginsville and South Kalgoorlie mines and processing operations in Western Australia) were included in the sale. Partner Justin Harris, with partner Paul Vinci, led the transaction. The firm also advised on the merger of gold producer Avoca Resources and TSX-listed Anatolia Minerals by schemes of arrangement to create Alacer Gold Corp in 2010. Clifford Chance has also advised Asahi Glass Co Ltd and Mitsubishi Corporation in respect of their acquisition of a majority stake in a Vietnamese polyvinyl chloride (PVC) company, Phu My Plastics & Chemicals Co Ltd, from Petronas Chemicals Group Berhad. Asahi Glass and Mitsubishi will jointly acquire all of Petronas’ current 93.11 percent stake in the company. Asahi Glass is one of the largest suppliers of chlor-alkali products in South East Asia. Partner Andrew Whan led the transaction which was signed on 6 November 2013. Davis Polk has advised Goldman Sachs (Asia) LLC, JP Morgan Securities plc, Deutsche Bank AG Singapore Branch and China Merchants Securities (HK) Ltd as the initial purchasers in respect of a Rule 144A/Regulation S offering by Evergrande Real Estate Group Ltd of US$1 billion aggregate principal amount of its 8.75 percent senior notes due 2018. HKSE-listed Evergrande Real Estate Group is one of the largest national property developers in China. Partner William F Barron led the transaction. Evergrande Real Estate Group was advised by Sidley Austin. Davis Polk has also advised JP Morgan Securities LLC as the initial purchaser in respect of a Rule 144A and Regulation S offering by Ctrip.com International Ltd of US$800 million 1.25 percent convertible senior notes due 2018, which included US$100 million pursuant to a fully exercised overallotment option. Nasdaq-listed Ctrip.com is a leading travel service provider for hotel accommodations, ticketing services, packaged tours and corporate travel management in China. The firm also advised JPMorgan Chase Bank, National Association London Branch as counterparty to bond hedge and warrant transactions with Ctrip.com in connection with the convertible notes offering. Partners James C Lin, John M Brandow, Mark M Mendez and Michael Farber led the transaction. Ctrip.com was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Commerce & Finance Law Offices as to PRC law, Maples and Calder as to Cayman Islands law and British Virgin Islands law, Li & Partners as to Hong Kong law and Tsar & Tsai Law Firm as to PRC law. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised Mapfre International in respect of the acquisition of an initial 20 percent stake in Indonesian insurance company PT Asuransi Bina Dana Arta Tbk. This transaction is the first insurance transaction where the target was a publicly listed company. Partner Iqbal Darmawan led the transaction. Khaitan & Co has advised Mahindra & Mahindra in respect of instituting a suit before the Bombay High Court against Haryana-based M and M Auto Industries Ltd for infringement of trade mark and for passing off action for a similar trademark “M and M”. The Court restrained the defendant from permanently using the infringing mark. Adheesh Nargolkar acted on the transaction. Khaitan & Co has also advised Indiabulls Housing Finance Ltd in respect of the securitisation of portfolio of priority sector loans (mortgage backed loans) of an aggregate amount of approximately US$47 million originated by Indiabulls Housing Finance Ltd and investment by ICICI Bank Ltd in the pass through certificates issued by the securitisation trust. Partner Shishir Mehta led the transaction. Latham & Watkins has acted as Hong Kong law and US law counsel for Huishang Bank Corporation Ltd, the largest city commercial bank in Central China in terms of total assets, loans and deposits, in respect of its listing on the HKSE on 12 November 2013. Huishang Bank offered approximately 2.6 billion shares (subject to the over-allotment option), of which approximately 2.35 billion shares are international offer shares (subject to the over-allotment option) and approximately 261 million shares are Hong Kong offer shares, raising approximately US$1.2 billion prior to the over-allotment option. UBS AG Hong Kong Branch, CITIC Securities Corporate Finance (HK) Ltd, JP Morgan Securities (Asia Pacific) Ltd, Morgan Stanley Asia Ltd, BOCI Asia Ltd and Haitong International Securities Company Ltd are the joint global coordinators. Partners Cathy Yeung, Michael Liu, Eugene Lee and Samuel Weiner led the transaction. Maples and Calder has acted as Cayman Islands counsel to Renren Inc in respect of the sale of a 59 percent stake in Nuomi Holdings Inc to Baidu Inc, a deal value reportedly worth US$160 million. Nuomi, a wholly-owned subsidiary of social network company Renren, is an e-commerce website operator offering mainly group-buying and local information services online. Partner Greg Knowles led the transaction whilst K&L Gates acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Baidu. Norton Rose Fulbright’s Singapore and Almaty offices are advising Beijing-based private equity fund HanHong Private Equity in respect of its definitive agreement to acquire Kazakh oil and gas assets from the Tethys Petroleum Group. Through this transaction, SinoHan Oil and Gas Investment, part of HanHong Private Equity, will acquire a 50 percent interest (plus one share) in Tethys Kazakhstan SPRL, a wholly owned subsidiary of Tethys Petroleum Ltd, for an initial consideration of US$75 million. The deal involves additional performance bonuses of up to US$30 million based on incremental discovery of reserves, and sharing of excess profit at any exit by SinoHan from the project. Completion of the transaction is conditional on, among others, certain Kazakh State approvals. Tethys Petroleum is an oil and gas exploration and production company currently focused on Central Asia, and dual-listed on the London Stock Exchange and the Toronto Stock Exchange. Partner Alex Cull, with partner Tatiana Muratova, led the transaction. Tethys Petroleum Group was advised by its general counsel, Ian Philliskirk, supported by a team from Ashurst. Rajah & Tann has advised United Overseas Bank Ltd (UOB), as the sponsor and underwriter, and Asiasons WFG Capital Pte Ltd, as the placement agent, in respect of the IPO and listing on the SGX-ST of AsiaPhos Ltd. After the IPO, AsiaPhos posted a market capitalisation of approximately S$200 million (US$160m). Headquartered in Singapore, the AsiaPhos group is the first SGX-ST listed mineral resources group which is solely focused on exploring and mining phosphate in the PRC with the ability to manufacture and produce phosphate-based chemical products. Partners Cheng Yoke Ping and Teo Yi Jing led the transaction whilst Tian Yuan Law Firm advised as to PRC law. Shook Lin & Bok acted as solicitors to the IPO whilst King & Wood Mallesons advised the company on PRC law. Rajah & Tann has also advised SGX Main Board-listed Grand Banks Yachts Ltd in respect of its 1 for 2 renounceable non-underwritten rights issue of shares to raise S$12.3 million (US$9.84m). Partners Chia Kim Huat and Lorena Pang led the transaction which was completed on 28 October 2013. Shook Lin & Bok has acted for Hotel Properties Ltd (HPL) in respect of the joint venture between, inter alia, entities held by HPL, Grosvenor Ltd and Amcorp Properties Berhad to acquire land situated on Campden Hill, London from the Mayor and Burgess of the Royal Borough of Kensington and Chelsea, for development into luxury private apartments. Partners Robson Lee and Andrea Chee led the transaction. Simpson Thacher’s Hong Kong and Beijing offices have represented the underwriters, led by Goldman Sachs (Asia) LLC and Deutsche Bank Securities Inc, in respect of the IPO and listing on the Nasdaq Global Market of American depositary shares (ADSs) of Qunar Cayman Islands Ltd, a leading search-based commerce platform for the travel industry in China. The offering of approximately 12.8 million ADSs (including approximately 1.7 million ADSs pursuant to the exercise of the underwriters’ over-allotment option), each representing three Class B ordinary shares, raised an aggregate of US$191.7 million. Leiming Chen, Kevin Zhang, Ying Zhang, Qi Yue, Jennie Getsin, Rob Holo, Jon Cantor and Adam Wells led the transaction. Sullivan & Cromwell is representing electronics retailer Suning Commerce Group Co Ltd (China) in respect of entering, together with certain funds managed by Hony Capital (China), into a pending definitive share purchase agreement with Softbank Corporation (Japan), Softbank China Venture Capital Ltd (China), Bluerun Ventures LP (US), Draper Fisher Jurvetson Fund IX LP (US) and the management shareholders and other shareholders of Chinese internet video website PPLive Corporation (China) to acquire all shares held by such shareholders for approximately US$420 million in cash. Partners Garth Bray and Kay Ian Ng are leading the transaction. Sullivan & Cromwell is also representing China Mengniu Dairy Company Ltd in respect of its US$212 million sale of shares of Yashili International Holdings Ltd to five investors, including Temasek and Hopu Fund. Partners Kay Ian Ng and Gwen Wong are leading the transaction which was announced on 11 November 2013. WongPartnership is acting for the Pan Pacific Hospitality Pte Ltd, the indirect wholly-owned subsidiary of UOL Group Ltd, in respect of the conditional joint venture agreement with Shwe Taung Junction City Co Ltd and City Square Pte Ltd in relation to the formation of a joint venture company in Myanmar for acquiring, constructing, developing and/or managing a hotel to be situated in the prime city centre of Yangon, Myanmar. Partner Owyong Eu Gene advised on the matter. WongPartnership is also acting for Cordlife Group Ltd in respect of its private placement of shares. Partners Karen Yeoh and James Choo led the transaction. |
Deals – 7 November 2013
Allen & Gledhill has advised The Straits Trading Company Ltd (STC), JL Investment Holding (2012) Ltd and JL Equity II Ltd (JLEL), a wholly-owned subsidiary of JL Holding, in respect of a joint venture for real estate co-investment. The parties will form co-investment vehicles to be funded approximately on a 90/10 basis by STC and JLEL with an aggregate capital commitment of S$950 million (US$763.7m) to undertake real estate investment activities, including the provision of seed capital commitments for property funds. Partners Richard Young, Chiam Tao Koon, Penny Goh and Foong Yuen Ping led the transaction.
Allen & Gledhill has also advised Keppel Land Ltd in respect of the S$420 million (US$337.6m) term loan facility granted to its subsidiary Sherwood Development Pte Ltd by United Overseas Bank Ltd. The borrower is a joint venture company between Keppel Land and Vanke (Hong Kong) Company Ltd. The facility is for the construction of a condominium project at The Glades located at Tanah Merah, Singapore. Partner Lyn Wee led the transaction. Allens has advised Rio Tinto in respect of the sale of its controlling interest in the Clermont Joint Venture to GS Coal Pty Ltd, which is jointly owned by Glencore Xstrata and Sumitomo Corporation. Under the terms of the sale, Rio Tinto will sell its 50.1 percent stake for US$1.015 billion, and Glencore Xstrata will take over management of the Clermont mine which produces thermal coal in central Queensland. Completion of the sale is subject to agreement from Rio Tinto’s joint venture partners, Mitsubishi Development Pty Ltd, J-Power Australia Pty Ltd and JCD Australia Pty Ltd, on certain matters, as well as certain other conditions precedent. The sale of Rio Tinto’s interest in the Clermont Joint Venture brings the value of Rio Tinto’s announced or completed divestments this year to US$2.915 billion. Partner Richard Malcolmson led the transaction which is expected to close in the first quarter of 2014. Allens has also advised JX Nippon Oil & Gas Exploration (Australia) Pty Ltd (JX Australia) in respect of two agreements entered into with Tap (Shelfal) Pty Ltd (Tap) for petroleum exploration permits located offshore of Western Australia. JX Australia is a wholly owned subsidiary of JX Nippon Oil & Gas Exploration, which is owned by JX Holdings, Japan’s leading integrated energy, resources and materials group. Under the agreements, which were signed on 4 June 2013 and recently completed, JX Australia will acquire from Tap a 10 percent participating interest in the WA-320-P license area and a seven percent participating interest in the WA-155-P (II) license area. JX Australia has also agreed to carry a further five percent interest in a future exploration well. Partner Anthony Patten led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised a consortium of Indian banks led by State Bank of Patiala in respect of the INR90 crores (US$14.53m) rupee denominated secured term loan facilities made available to Orange Renewable Power Private Ltd to finance the development of a wind power project in Pratapgarh, Rajasthan. Partner Jatin Aneja led the transaction which closed on October 2013. Amarchand & Mangaldas & Suresh A Shroff Co has also advised NTPC in respect of the drafting and finalisation of a Power Purchase Agreement (PPA) between NTPC’s JV company and the Ceylon Electricity Board of Sri Lanka. The PPA is based on the concessions granted for the project by the Government of Sri Lanka. Partner Jatin Aneja also led the transaction which closed on October 2013. AZB & Partners has advised Tata Sons Ltd in respect of its proposed acquisition of 51 percent equity in Tata SIA Airlines Ltd to carry on the business of providing scheduled passenger airline services. Partner Shuva Mandal led the transaction which was valued at approximately US$100 million and is yet to be completed. Baker & McKenzie is also advising Yue Xiu Enterprises (Holdings) Ltd in respect of its proposed acquisition of a controlling stake in Chong Hing Bank Ltd by way of a partial offer. The total consideration for the partial offer will be approximately HK$11.64 billion (US$1.5b), if valid acceptances are received in respect of 75 percent of shares in the bank. The proposed acquisition will further enhance Yue Xiu’s market profile and position as an integrated financial service provider in the Pearl River Delta Region. Nomura International (Hong Kong) Ltd is acting as Yue Xiu’s financial adviser and one of the mandated lead arrangers for the financing. Partners Dorothea Koo, Andrew Lockhart, Simon Leung, Karen Man, Martin Tam, Debbie Cheung and Ruby Chan are leading the transaction. Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie in Singapore, has advised Park Hotel Group in respect of the sale of Grand Park Orchard hotel in Singapore, including its retail podium Knightsbridge, to Glory Property Investment Singapore Pte Ltd. Grand Park Orchard hotel is the Park Hotel Group’s flagship property in Singapore and commenced operations in the second half of 2010 after an S$80 million (US$64.36m) makeover of the former Park Hotel Orchard. It is an award-winning hotel situated along Orchard Road and has 308 rooms, including approximately 74,000 square feet of net lettable area. Principal Kelvin Poa led the transaction which is reportedly the single largest private-sector property transaction in Singapore. Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has also represented the joint global coordinators composed of Credit Suisse, Goldman Sachs and Maybank Investment Bank Berhad, along with the joint book-runners composed of HSBC, Merrill Lynch and RHB Bank, in respect of the US$644 million IPO of Westports Holdings Berhad on the Bursa Malaysia, pursuant to Rule 144A and Regulation S of the US Securities Act of 1933, as amended. The IPO was, at the time of listing, credited to being the second largest Malaysian IPO this year and was institutionally subscribed 11 times over. Principal Ashok Lalwani led the transaction. Bin Shabib & Associates has been appointed to assist the UAE Insurance Authority in redrafting UAE insurance laws and to provide support for the implementing and enforcement of the regulations, post enactment. The team was led by partners, Michael Kortbawi, Rima Mrad, and Irshied Tayeb. Clifford Chance has advised Haitong International Finance Holdings Ltd, an indirect wholly-owned subsidiary of Haitong Securities Co Ltd, in respect of its issue of US$900 million 3.95 percent Reg S credit-enhanced bonds due 2018. This is the first time that Haitong Securities has tapped the international US dollar market and is the second-largest credit-enhanced offering to date. The notes included credit enhancement from Bank of China Singapore in addition to a keepwell deed from Haitong Securities. The proceeds from the bonds will be used for Haitong’s business operation needs, adjustment of its debt structure, working capital and/or investments. Partners Jean Thio and Connie Heng led the transaction. Clifford Chance has also advised the recently established joint venture between Australia’s Toga Group and Singapore’s Far East Orchard Ltd in respect of its provision of management and consultancy services to Rendezvous Hotels. Under the arrangement, Toga Hotels will assume management or provide consultancy to 11 Rendezvous Hotels across Australia and New Zealand. The hotels are owned or leased by Far East Hospitality Holdings, a separate JV between Far East and The Straits Trading Company Ltd. With this arrangement in place, Toga Hotels will offer accommodation at more than 65 hotels across Australia, New Zealand and Europe, making it one of the largest hospitality management platforms in Australia. Partner Lance Sacks led the transaction. DFDL has advised private equity firm SK Capital Partners and co-investors on all Thailand and Bangladesh law aspects in respect of the acquisition of three specialty chemical divisions of Clariant AG, a large publicly held Swiss-based global company that generates approximately US$1.3 billion in annual global revenues. These businesses, which will now be known as “Archroma”, employ approximately 3,000 employees and operate 25 facilities worldwide. Partner Rashed Idrees led the transaction. Lead international counsel was Morgan Lewis & Bockius which was joined by 30 law firms. DLA Piper has advised China Everbright Capital Ltd and China Everbright Securities (HK) Ltd, as sole sponsor and sole lead manager, in respect of the IPO of IGG Inc on the Growth Enterprise Markets (GEM) Board of the HKSE. The listing of approximately 327.4 million shares at a placing price of HK$2.80 (US$0.36), together with the over-allocation during the book-building process, raised more than HK$1 billion (US$129m). IGG is an international online and mobile gaming company with its management in China, its base in Singapore and operations in the US, China and the Philippines. The listing was completed in seven months and is the largest sum of capital raised among the GEM companies in 2013 thus far. Partner Esther Leung led the transaction. Fried Frank has advised Bank of America Merrill Lynch and CCB International in respect of Cabbeen Fashion Ltd’s global offering of 175 million ordinary shares and the related listing on the HKSE. The offering raised gross proceeds of approximately US$57 million. The deal comprised the sale of initially 17.5 million Hong Kong offer shares and 157.5 million international placing shares. Cabbeen Fashion Ltd is a leading fashion casual menswear company in China which designs, markets and sells men’s apparel, footwear and accessories under two brands, Cabbeen Lifestyle and Cabbeen Urban. Partners Carolyn Sng and Joshua Wechsler led the transaction. Hadiputranto, Hadinoto & Partners and Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firms in Indonesia and Singapore, respectively, have advised Indonesian conglomerate Rajawali Group in respect of the en-bloc sale of a 47-storey international Grade A office tower to an affiliate of GIC. Partner Tuti Hadiputranto and principals Lynette Low and Jon Worsfold led the transaction. Herbert Smith Freehills is advising Chinese solar panels maker Shunfeng Photovoltaic International Ltd in respect of the placement of 400 million new shares to raise US$144 million on the HKSE. The shares issued account for 20.41 percent of Shunfeng Photovoltaic’s stock capital. Proceeds from the new shares placement will be used to finance capital expenditures required for the construction and development of solar power stations in China, as well as for general working capital. Partners Capital International Ltd (Hong Kong) and BOCOM International Securities Ltd (Hong Kong) are acting as joint placing agents on the deal. Partner Jason Sung is leading the transaction. Kirkland is representing Credit Suisse (Hong Kong) Ltd, as sole sponsor, sole global coordinator, joint book-runner and joint lead manager, and China Renaissance Securities (Hong Kong) Ltd, as joint book-runner and joint lead manager, in respect of the IPO of Boyaa Interactive International Ltd, an online card and board game developer and operator with a leading mobile game business in China, Hong Kong, Taiwan and Thailand. Boyaa Interactive offers 16 online games, including Texas Hold’em (which is available in 19 languages), Fight the Landlord and others. The concurrent Hong Kong public offering and Rule 144A/Regulation S offering is valued at approximately US$107.5 million to US$132.4 million, without the exercise of the over-allotment option. The listing is expected to take place on 12 November 2013. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Stephanie Lau and Angela Russo are leading the transaction. Latham & Watkins has advised PPTV, the sole remaining independent online video business in China, and the selling shareholders in respect of PPTV’s sale to Suning, a domestically listed conglomerate, and Hony, a private equity fund associated with Legend Holding. Under the terms of the agreement, Suning and Hony will acquire 100 percent of the shares held by the existing shareholders of PPTV, valued at US$420 million. Partners Karen Yan, Tim Gardner, Roxanne Christ, Robin Struve and Samuel Weiner led the transaction. Maples and Calder has acted as Cayman Islands and British Virgin Islands legal counsel for Hydoo International Holdings Ltd in respect of its IPO and listing of approximately 768.3 million shares on the HKSE. Hydoo, a leading large-scale trade center developer in China, is expected to raise approximately HK$1.58 billion (US$203.8m) which will be used for property development projects in China. UBS and Morgan Stanley acted as joint global coordinators, joint book-runners, joint lead managers and joint sponsors. ABCI, CIMB, CMS, ICBCI and BOCOM International acted as joint book-runners and joint lead managers. Partner Jenny Nip led the transaction whilst Kirkland & Ellis acted as Hong Kong counsel. Simpson Thacher & Bartlett, led by Celia Lam, Chris Lin, David Lee, Irene Lau and Grace Xu, acted for the underwriters. Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Tonic Industries Holdings Ltd in respect of its acquisition of operating subsidiaries from its holding company and HK$1.92 billion (US$247.7m) placing of shares. The subsidiaries own 11 property development projects in the PRC. The acquisition constitutes a very substantial acquisition and a reverse takeover for Tonic under the Listing Rules of the HKSE. Upon completion of the acquisition, Tonic will change its company name to China Merchants Land Ltd. Partner Christine Chang led the transaction whilst Freshfields Bruckhaus Deringer acted as Hong Kong counsel. Paul Hastings acted as Hong Kong counsel to the placing agents, which comprised: Goldman Sachs (Asia) LLC, China Merchants Securities (HK) Co Ltd and Citigroup Global Market Inc. Paul Hastings has represented UBS as the sole global coordinator, sole book-runner, sole lead manager and sole sponsor in respect of China Huirong Financial Holdings Ltd’s US$106 million global offering and IPO on the HKSE. China Huirong is a leading financing service provider in China that specialises in short-term loans secured by collateral. Partners Raymond Li, Catherine Tsang, David Grimm and Zhaoyu Ren led the transaction. Rajah & Tann is advising SGX-ST listed Thai Village Holdings Ltd in respect of its S$24.84 million (US$20m) placement of new shares to Zheng Fengwen and Chen Liping. The placement, which is subject to shareholders’ approval at an extraordinary general meeting to be convened, is part of the group’s strategy to diversify its business from its current restaurant operations and restaurant management services, and capitalise on opportunities in commercial properties in Asia, including in the PRC. Partners Danny Lim and Soh Chai Lih are leading the transaction. Rodyk & Davidson is acting for Singapore Cruise Centre Pte Ltd in respect of its S$110 million (US$88.5m) purchase by SATS Airport Services Pte Ltd and SATS-Creuers Cruise Services Pte Ltd from Temasek Holdings’ wholly-owned subsidiary. Partner S Sivanesan is leading the transaction. Rodyk & Davidson is acting as Singapore counsel in respect of the proposed global offering and listing of China Pioneer Pharma Holdings Ltd on the HKSE. The listing is sponsored by UBS Securities Hong Kong Ltd, which is also the sole global coordinator. The joint book-runners and joint lead managers for the listing are UBS AG Hong Kong branch and DBS Asia Capital Ltd. The estimated aggregate net proceeds from the listing is approximately HK$1.4 billion (US$180.6m). Partner Chan Wan Hong is leading the transaction. Shook Lin & Bok has acted for The Trust Company (Asia) Ltd, the trustee of Viva Industrial Real Estate Investment Trust, in respect of the offering of stapled securities in Viva Industrial Trust which raised approximately S$463.3 million (US$373m). Partners Tan Woon Hum and Andrea Ng advised on the transaction. Shook Lin & Bok has also acted for the developer, TG Master Pte Ltd, in respect of the securitisation of its sales proceeds receivables from Skies Miltonia, a condominium project in Yishun. Orchis Capital Pte Ltd, a special purpose vehicle, issued S$200 million (US$160.74m) fixed rate notes due March 2018. The notes were backed by a security package which included, inter alia, the benefit of sale proceeds receivables from sold units in Skies Miltonia. The proceeds from the notes issue were used by Orchis Capital to, inter alia, fund the acquisition of receivables from the developer. This is the first post-Lehman condominium securitisation deal in the world to be structured, rated and sold to investors and completely based on progress payments. Partner Marilyn See led the transaction. Skadden, Arps, Slate, Meagher & Flom has acted as US and international counsel for Meridian Energy Ltd in respect of its partial privatisation and IPO by the Government of New Zealand. Meridian Energy is New Zealand’s largest electricity generator, producing electricity from entirely renewable sources. The transaction is the largest-ever IPO in New Zealand. The New Zealand Government sold 49 percent of Meridian in a NZ$1.9 billion (US$1.57b) global offering of shares to be held initially in the form of instalment receipts. The instalment receipts will trade on the New Zealand and Australian securities exchanges. The offer was managed by Deutsche Bank/Craigs Investment Partners, Goldman Sachs and Macquarie Capital. Partner Mark Leemen led the transaction. Soewito Suhardiman Eddymurthy Kardono has advised Thai Containers Group, a subsidiary of Siam Cement Group, in respect of the acquisition of PT Primacorr Mandiri, an Indonesian manufacturer of corrugated packaging containers. The deal, valued at β395 million (US$12.6m), marks Siam Cement Group’s entry into the Indonesian packaging market. Partners Ira Eddymurthy and Denny Rahmansyah led the transaction. Stamford Law has advised SGX-ST listed People’s Food Holdings Ltd in respect of the voluntary conditional cash and/or securities offer by New Oceana Ltd for all the issued and paid-up ordinary shares in People’s Food Holdings. Based on the offer price of S$1.20 (US$0.96) per share, the offer values the target group at S$1.37 billion (US$1.1b). Director Bernard Lui led the transaction. Stamford Law is also advising Dubai Multi Commodities Centre-based Ammalay Commodities JLT in respect of its S$570 million (US$458m) reverse take-over (RTO) of SGX-listed GEMS TV Holdings Ltd, which will be effected by way of a slump sale of Ammalay’s agricultural commodities trading business to GEMS. Ammalay’s parent is Delhi-based REI Agro Ltd, India’s largest basmati rice producer by global market share, which is listed on both the Bombay Stock Exchange and National Stock Exchange of India. A successful completion of the RTO will result in the first RTO on the SGX-ST involving an Indian parent, marking REI Agro’s foray into a third stock exchange in Asia. Directors Yap Lian Seng and Elizabeth Kong are leading the transaction. White & Case has advised NTT Communications Corporation (NTT Com), the ICT solutions and international communications business within NTT (the Nippon Telegraph and Telephone Corporation), in respect of its US$350 million acquisition of approximately 80 percent equity stake in RagingWire Data Centers, a leading provider of data center services in the US. The acquisition follows a definitive agreement reached with RagingWire shareholders. Its founders and management team will maintain a minority interest and continue to operate the company as a platform under the RagingWire brand. The acquisition will more than double NTT Com’s data center space in the US, which will enable the company to respond to high demand for data center services in North America. NTT Com will also deploy RagingWire’s know-how and patented technologies for the design and operation of highly dependable, scalable and sophisticated data centers. Partners Brian Strawn, Eric Hwang, David Dreier, Mark Hamilton and Richard Burke led the transaction. White & Case is also advising Osaka Gas Chemicals Co Ltd, a wholly owned subsidiary of Osaka Gas Co Ltd, in respect of its agreement with AddSorb Holding AB to acquire Jacobi Carbons AB, the world’s largest manufacturer and distributor of coconut shell activated carbon which is headquartered in Kalmar, Sweden. The transaction, which is expected to close in January 2014, has an enterprise value of US$400 million. Incorporated in Japan in 1897, Osaka Gas is a leading energy supplier with its core natural gas supply business serving seven million customers in Japan’s Kansai region. Incorporated in Sweden in 1916, Jacobi employs approximately 1,200 people worldwide. The acquisition will reinforce the existing strengths of both companies in the activated carbon industry and create a global leader across key end-market applications. Partners Brian Strawn and Ulf Johansson are leading the transaction. WongPartnership has acted for Midas Holdings Ltd in respect of its establishment of a S$500 million (US$401.86m) multicurrency medium term note programme. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd acted as the arrangers and dealers for the programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction. WongPartnership has also acted for IHH Healthcare Berhad, Asia’s largest hospital operator, in respect of employment matters regarding the leadership transition involving Dr Tan See Leng, who will replace Dr Lim Cheok Peng, as the new chief executive officer and managing director of IHH. Partner Vivien Yui led the transaction. |
Deals – 31 October 2013
Amarchand & Mangaldas & Suresh A Shroff & Co has advised Singapore Airlines Ltd in respect of entering into a US$100 million joint venture with Tata Sons Ltd to establish a full-service airline in India. Tata Sons Ltd will hold 51percent and Singapore Airlines Ltd will hold 49 percent in the JV company. This is the first transaction involving foreign investment in a greenfield venture in relation to a full service airline. The Foreign Investment Promotion Board gave its nod to the partnership last week. Partners Cyril Shroff and Indranath Bishnu led the transaction which was signed on 22 October 2013 and is expected to close by 31 March 2014.
Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Air India Ltd in respect of the US$190 million bridge loan facility from Deutsche Bank for the acquisition of two Boeing 787 aircrafts. Deutsche Bank Singapore acted as the lender, facility agent and mandated lead arranger on this deal and, along with Deutsche Bank India, as security agents. The drawdown was on 1 October 2013. Partner Tushar Mavani led the transaction. Hogan Lovells International was the international counsel to Deutsche Bank. AZB & Partners has advised Qualcomm Incorporated, Qualcomm Asia Pacific Pte Ltd (QAPPL) and their Indian subsidiaries, composed of Wireless Business Services Private Ltd (WBSPL), Wireless Broadband Business Services (Delhi) Private Ltd (WBBS Delhi), Wireless Broadband Business Services (Haryana) Private Ltd (WBBS Haryana) and Wireless Broadband Business Services (Kerala) Private Ltd (WBBS Kerala), in respect of the acquisition by Bharti Airtel Ltd of QAPPL’s entire balance equity stake in WBSPL by way of purchase by Bharti of the equity shares held by QAPPL in WBSPL. Partner Ashwin Ramanathan led the transaction, the fourth tranche of which was completed on 15 October 2013. AZB & Partners is also advising International Finance Corporation, an international organisation established by Articles of Agreement among its member countries, including the Republic of India, in respect of its acquisition of approximately 10 percent of the share capital of Sustainable Agro-commercial Finance Ltd, a non-deposit accepting NBFC incorporated under the laws of India, over two tranches for approximately INR120 million (US$1.95m). The shareholders agreement was signed on 31 May 2013. The first tranche was completed on 28 August 2013 whilst the second tranche is yet to be completed. Partner Gautam Saha is leading the transaction. Davis Polk has advised Morgan Stanley & Co International plc as arranger and initial dealer in respect of the establishment of a US$3 billion global medium-term note program by Bangkok Bank Public Company Ltd. Following the establishment of the GMTN program, the firm advised Morgan Stanley as the sole lead manager and dealer in respect of a drawdown under the program consisting of a Rule 144A/Regulation S offering by Bangkok Bank, acting through its Hong Kong branch, of US$500 million 3.3 percent senior notes due 2018 andUS$500 million 5 percent senior notes due 2023. Bangkok Bank is the largest commercial bank in Thailand by total assets and is one of the leading commercial banks in Southeast Asia. Partners Mark J Lehmkuhler, Paul Chow and John D Paton led the transaction. Bangkok Bank was advised by Clifford Chance as to Thailand and Hong Kong laws. Desai & Diwanji has advised State Bank of India Corporate Accounts Group Branch in respect of the US$1.46 billion secured loan granted to Hindalco Industries Ltd, a company incorporated in India and listed on both BSE and NSE. Hindalco Industries is primarily engaged in the business of aluminium rolling and production of primary aluminium. The proceeds of the loan will be used to refinance the high cost debt granted by existing lenders of an aluminium smelter project at Lapanga, Odisha and to fund capital expenditure. Partner Parth Sharma led the transaction. Desai & Diwanji has also advised State Bank of India (Bhubaneswar) as the lead bank, Canara Bank and Axis Bank Ltd in respect of the US$800 million syndicated loan granted to Utkal Alumina International Ltd, a company incorporated in India. Utkal Alumina is a wholly owned subsidiary of Hindalco Industries Ltd, a company incorporated in India and listed on both BSE and NSE. Utkal Alumina is primarily engaged in the business of bauxite mining and alumina refining. The proceeds of the loan will be used to refinance the high cost debt granted by existing lenders of 1.5MTPA alumina refinery and bauxite mining project at Odisha. Partner Parth Sharma also piloted the transaction. Herbert Smith Freehills has advised Virgin Australia Holdings Ltd in respect of its US$797.2 million enhanced equipment note offering, the first of its kind in the Asia Pacific, which closed on 22 October 2013. The enhanced equipment notes offering structure is a form of aircraft financing commonly used by US airlines known as enhanced equipment trust certificates (EETC). The deal is backed by an existing fleet of 24 aircraft operated by Virgin Australia. Proceeds will be used to repay existing financing facilities and for general corporate purposes. ASX-listed Virgin Australia is one of two principal air carriers in Australia. Goldman Sachs acted as sole structuring agent and lead book-runner, together with Credit Agricole Securities and Natixis as joint book-runners on the transaction. Partners John Angus and Rod Howell, supported by partners Matthew Fitzgerald, Amanda Wales, Mark Clifton and Siddhartha Sivaramakrishnan and Greenwoods & Freehills director Andy Hirst, led the transaction. Herbert Smith Freehills has also advised Goldman Sachs (Asia) LLC as the placing agent in respect of a US$294 million private placement of new H-shares in Chinese railway power equipment maker Zhuzhou CSR Times Electric Company Ltd. Proceeds from the shares placement will be used to buy raw materials and machinery. Based in Zhuzhou, Hunan, Zhuzhou CSR Times engages in the research, development, design, manufacture and sale of mass transit electric driver converter and control systems in China. Partners Matt Emsley and Kevin Roy spearheaded the transaction. Hogan Lovells has advised CLSA Ltd and CITIC Securities Corporate Finance (HK) Ltd as the joint placing agents in respect of a placement of 115 million existing shares in HKSE-listed Trigiant Group Ltd for approximately HK$362.3 million (US$46.7m). In addition, the same number of new shares was issued to its controlling shareholder Trigiant Investments Ltd. Trigiant is one of the leading PRC manufacturers engaged in research, development and sales of cable series, new-type electronic components and other accessories for use in mobile communications and telecommunications equipment. Partner Terence Lau piloted the transaction. J Sagar Associates has advised Petronas Lubricants International Malaysia, the lubricants manufacturing and marketing arm of Malaysia’s national oil and gas company Petronas, in respect of investing US$50 million in a lubricant oil blending plant near Mumbai, its first in India. A joint land lease agreement has been signed with Maharashtra Industrial Development Corporation to build a lubricant oil blending plant of 60 kilo tonnes per annum capacity. The plant will be constructed on 25 acres of industrial land in Patalganga, near Mumbai, in a phased approach. Partners Nitin Potdar and Rinku Ambekar spearheaded the transaction. J Sagar Associates has also advised Celfrost Innovations Private Ltd in respect of the acquisition of its commercial refrigeration and foodservice products business by Middleby Commercial Food Innovations Private Ltd, an Indian subsidiary of US based-The Middleby Corporation. Celfrost is recognized in India as a preferred commercial foodservice equipment supplier with a broad line of cold side products. Partners Upendra Nath Sharma and Nitesh Bhasin led the transaction. The Middleby Corporation was advised by Skadden, Arps, Slate, Meagher & Flom Illinois and Luthra & Luthra New Delhi. Khaitan & Co has advised Blue Dart Express Ltd in respect of the issuance of unsecured, redeemable, non-convertible, fully paid up debentures by way of bonus for US$55 million. Blue Dart Express Ltd is South Asia’s premier courier and integrated express package distribution company. Executive director Sudhir Bassi led the transaction. Khaitan & Co has also advised Tata Capital Innovations Fund in respect of its investment in Mitra Biotech Pvt Ltd. The Tata Capital Innovations Fund was established in July 2010 and aims to invest US$4 million to US$10 million in early/growth stage companies with technology led innovations across IT/ITeS and clean tech sectors. Partner Siddharth Shah spearheaded the transaction. Minter Ellison has advised FKP Property Group in respect of a ‘low doc’ underwritten A$232 million (US$220.3m) accelerated non-renounceable pro-rated entitlement offer of stapled securities to its existing shareholders. For 30 years, FKP has been one of Australia’s leading diversified property and investment companies. The capital raise is a key plank of its strategy to reposition FKP as the leading pure play retirement vehicle listed on the ASX. The net proceeds will be used to de-lever and extinguish short-term debt maturities, thereby improving FKP’s capital position. Goldman Sachs Australia Pty Ltd acted as the lead manager and underwriter of the entitlement offer. Partners Gary Goldman and Daniel Scotti led the transaction. Herbert Smith Freehills acted as Australian adviser to Goldman Sachs Australia Pty Ltd. Orrick, Herrington & Sutcliffe is advising NASDAQ-listed Pactera Technology International Ltd, a global consulting and technology services provider headquartered in China, in respect of its US$625 million acquisition by a consortium led by Blackstone Group LP. Upon completion of the acquisition, the shareholders of Pactera will receive US$7.30 per common share. Immediately following completion of the transaction, Pactera will be owned by Blackstone, certain members of Pactera’s management comprising: Chris Chen, Pactera’s non-executive chairman and Tiak Koon Loh, Pactera’s chief executive officer and several other senior managers, as well as GGV Capital and its affiliates. The transaction is subject to various closing conditions, including approval by an affirmative vote of shareholders representing two-thirds or more of the shares. Partners Jeffrey Sun and Richard Vernon Smith are leading the transaction. Rahmat Lim & Partners has advised Kohlberg Kravis Roberts & Co LP (KKR), through OAS Investments Ltd (OAS), in respect of the acquisition of a substantial minority equity stake in Weststar Aviation Services Sdn Bhd for approximately US$200 million. OAS is a special purpose investment entity formed by KKR Asia Fund II LP Co, which in turn is the investment fund managed by KKR. This is the first investment in Malaysia by KKR. Partners Chia Chee Hoong and Ong Boo Seng led the transaction. Sullivan & Cromwell is representing Nomura International (Hong Kong) Ltd as the financial adviser to Yue Xiu Enterprises (Holdings) Ltd in respect of its approximately US$1.5 billion acquisition of HKSE-listed Chong Hing Bank Ltd using an innovative partial offer structure. In addition, the firm has also acted for Nomura, Mega Bank, Bank of Taiwan and DBS Bank as the mandated lead arrangers and Bank of Taiwan as the facility agent in respect of a US$905 million bridge loan facility agreement to finance the acquisition. The transaction was announced on 25 October 2013 and completion is subject to receipt of regulatory and shareholders’ approvals. Kay Ian Ng, Gwen Wong and William Chua led the transaction. WongPartnership is acting for OKH Global in respect of the proposed divestment of two of the company’s subsidiaries, Guangzhou Sinobest Information Technology Ltd and Sinobest Technologies (HK) Ltd, by way of capital reduction. Partner Chan Sing Yee is leading the transaction. WongPartnership is also acting for Rex International in respect of the private share placement of up to 70 million new shares. Partner Pong Chen Yih led the transaction. |
Deals – 24 October 2013
Amarchand & Mangaldas & Suresh A Shroff & Co has advised IDFC Private Equity Fund III, represented by IDFC Alternatives Ltd, in respect of its investment of up to INR866.6 million (US$697.5m), with a potential additional investment of INR370 million (US$298m), by way subscription to shares issued by Medi Assist Healthcare Services Pvt Ltd and purchase of shares from the founder and shareholders. Medi Assist is in the wellness business and provides certain healthcare services by itself and through its wholly owned subsidiary Medi Assist India TPA Private Ltd, a leading insurance third party administrator in India. Bessemer Venture Partners was an existing investor in Medi Assist. The deal was signed on 25 September 2013, though the first closing under the deal happened on 8 October 2013. Partners Shashikant Bhojani and Leena Chacko led the transaction.
Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as Indian counsel to Royal Bank of Scotland Plc Singapore Branch in respect of a US$50 million foreign currency facility to Axis Bank Ltd Hong Kong Branch. Partner Joseph Jimmy led the transaction which was signed on 8 October 2013 whilst Baker & McKenzie Singapore acted as English counsel. AZB & Partners has advised Asahi India Glass Ltd in respect of its issue of approximately 83 million equity shares for cash aggregating to approximately INR2.45 billion (US$40.35m) on a rights basis to eligible equity shareholders. The equity shares commenced trading on the NSE and BSE on 20 September 2013. Partners Meera Singh Joyce and Anil Kasturi led the transaction. AZB & Partners has also advised BSE Ltd in respect of its acquisition of 50 percent of the joint venture company Asia Index Private Ltd for the conduct of index business in South East Asia. S&P Dow Jones acquired the balance of 50 percent. Partner Essaji Vahanvati led the transaction which closed on 13 September 2013. Baker & McKenzie has advised Fortune Real Estate Investment Trust in respect of its term loans of approximately HK$5 billion (US$645m). The new term loans were used for financing the acquisition of Kingswood Ginza Property, which comprises the entire shopping mall known as Kingswood Ginza as well as certain other retail, kindergarten, parking and ancillary areas within the Kingswood Development in Tin Shui Wai, Yuen Long, New Territories. The acquisition was completed on 9 October 2013. Partner Milton Cheng, supported by partners Simon Leung, Christina Lee and Debbie Cheung, led the transaction. Clayton Utz has represented Macquarie Capital (Australia) Ltd and Moelis Australia Advisory Pty Ltd as joint lead managers and underwriters in respect of the A$147.5 million (US$142.4m) offer and placement of units in ASX-listed real estate investor Galileo Japan Trust (GJT). The institutional book build for the offer, conducted by Galileo Japan Funds Management Ltd for GJT, was completed on 3 October 2013. As of 30 June 2013, GJT held indirect interests in a portfolio of 21 Japanese real estate investments valued at approximately A$628 million (US$606.4m). The offer was made in the context of a significant recapitalisation of GJT, involving an issue of new Eurobonds and a refinancing of its existing senior loan. Partner Brendan Groves led the transaction. Davis Polk has advised Deutsche Bank AG Singapore Branch as the dealer manager in respect of a tender offer and consent solicitation by Winsway Coking Coal Holdings Ltd for all of its US$460.5 million outstanding 8 percent senior notes due 2016. HKSE-listed Winsway Coking Coal Holdings is the world’s largest and fastest growing coking coal consuming market and also one of the leading suppliers of imported coking coal in China. Partners William F Barron and John D Paton led the transaction. Winsway Coking Coal Holdings was advised by Reed Smith Richards Butler as to US and Hong Kong law, by Maples and Calder as to British Virgin Islands law, by Allen & Gledhill as to Singapore law and by Gilbert + Tobin as to Australian law. Davis Polk has also advised Morgan Stanley & Co International plc as placing agent in respect of the placement of 500 million shares in CSPC Pharmaceutical Group Ltd (CSPC) for approximately HK$2 billion (US$258m). HKSE-listed CSPC is primarily engaged in the manufacture and sale of pharmaceutical products. Partners Paul Chow and James C Lin led the transaction. CSPC was advised by Cleary Gottlieb Steen & Hamilton. Dechert has advised Belgium-based Ablynx in respect of the licensing agreement with Chinese specialty pharmaceutical company Eddingpharm regarding the development, manufacturing and commercialisation of ALX-0141 in China. ALX-0141 is a candidate nanobody for treating bone-loss related disorders, including osteoporosis and bone metastases and successfully completed a Phase I study in post-menopausal women. Partner Lewis Ho, Daniel Becker and David Schulman led the transaction. Desai & Diwanji has advised State Bank of India Project Finance State Bank Unit Mumbai and ten other consortium banks in respect of its US$860 million secured loan to Jindal Power Ltd, a subsidiary of Jindal Steel and Power Ltd, a company incorporated in India and listed on both BSE and NSE. Jindal Power Ltd is primarily engaged in power business. The proceeds of the loan are for part financing of a 1,200 MW coal fired thermal power plant at Chhattisgarh, India. Partner Parth Sharma led the transaction. Desai & Diwanji has also advised Axis Bank Ltd Mumbai in respect of its US$100 million secured loan to Indiabulls Properties Private Ltd, a subsidiary of Indiabulls Real Estate Ltd, a company incorporated in India and listed on both BSE and NSE. Indiabulls Properties Private Ltd is primarily engaged in developing and constructing real estate/ properties. The proceeds of the loan are for part financing the residential projects known as ‘Sky 882’ and ‘Sky Forest’ at Mumbai, India. Partner Vaibhav Shukla led the transaction. DLA Piper has acted for Greenland Holdings of China in respect of the purchase of a stake in the Brooklyn Atlantic Yards project, the largest commercial real estate development in the US to get direct backing from a Chinese company. The state owned property developer signed a Memorandum of Understanding with Forest City Ratner Cos on 13 October 2013, which will give the company a 70 percent stake in the 15-tower apartment project in New York, which also includes office and retail space. The Atlantic Yards site also includes the Barclays Centre arena, which is jointly owned by Forest City and Russian billionaire Mikhail Prokhorov. Partner Kit Kwok led the transaction which represents the first transaction for Greenland in the New York area. Goodwin Procter represented Forest City Ratner. Hogan Lovells has advised the general partner of Trophy Property Development LP in respect of a restructuring of the fund’s underlying real estate assets in China and its internal management. The fund is a US$1 billion Cayman Islands exempted partnership which has invested in real estate projects in China. The restructuring was approved by investors and their consideration of an alternative proposal to manage the fund which was made by Pacific Alliance Group, a Hong Kong based alternative investments firm. Partner Neil McDonald, with partner Andrew McGinty, is leading the transaction which was signed on 30 September 2013 and is expected to close in the fourth quarter of 2014. Khaitan & Co has advised Sika AG in respect of the acquisition of Texsa India Ltd from Soprema Group SL, an industrial conglomerate based in France. Sika AG is a globally active specialty chemical company headquartered in Baar, Switzerland which manufactures and supplies products for the construction and manufacturing industries. Partners Bhavik Narsana and Avaantika Kakkar led the transaction. Khaitan & Co has also advised Deutsche Bank New York in respect of the issue of secured rated listed redeemable non-convertible debentures by Cashpor Micro Credit aggregating to US$3 million on a private placement basis to certain foreign institutional investors. Partner Shishir Mehta led the transaction. Kirkland has represented Hydoo International Holding Ltd in respect of its IPO on the HKSE and concurrent Rule 144A/Regulation S offering of shares. The final offer share price has not yet been determined, but the deal value is estimated between US$182 to US$241 million, with an additional US$27 to US$36 million if the greenshoe is exercised. The listing on the HKSE is expected to take place on 31 October 2013. Hydoo is a Chinese commercial development company which focusses on the design, construction and operation of large commercial complexes in cities across China. The transaction is the first ever to post a “Post Hearing Information Pack” since the requirement came into effect this month. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Stephanie Lau and Angela Russo led the transaction. Majmudar & Partners has advised Bank of India London in respect of the reschedulement of the US$8 million facility extended by the bank to Powercon Holdings AB Sweden which was backed by a corporate and personal guarantee of the Indian promoters, Kraft Powercon India Private Ltd and Ranjit Jakkli, respectively. Partner Prashanth Sabeshan led the transaction whilst TLT acted as English counsel and Lindskog Malmstrom Advokatbyra acted as Swedish counsel. Majmudar & Partners has also advised Bank of India London in respect of the rescheduling of a US$8 million facility provided to Atlantic Bluewater Services Ltd British Virgin Islands, which was backed by a personal and corporate guarantee of up to US$95 million and share pledge extended by Sterling Oil Resources Ltd India, and Sterling Biotech Ltd India (the Indian shareholders of Atlantic Bluewater Services Ltd), transaction whilst TLT London, acted as English counsel, Harneys acted as British Virgin Islands counsel and Aluko & Oyebode acted as Nigerian counsel. Maples and Calder has acted as Cayman Islands counsel to 21Vianet Group Inc, the largest carrier-neutral internet data center services provider in China, in respect of a US$100 million investment by Singapore investment company Temasek, through one of its investment vehicles. Pursuant to the agreement, Temasek will make a US$100 million investment in 21Vianet, approximately 87 percent of which will be newly issued Class A ordinary shares and the remainder will be Class A ordinary shares sold by existing shareholders. Immediately after the closing of the transaction, Temasek will hold approximately 10 percent equity ownership in 21Vianet. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted for Temasek. Minter Ellison and Allen & Overy, have advised Lloyd Banking Group in respect of the sale of its Australian asset finance business, Capital Finance Australia Ltd (CFAL), and its corporate loan portfolio, BOS International Australia Ltd (BOSI), to Westpac Banking Corporation for approximately A$1.55 billion (US$1.5b). The consideration includes approximately A$1.45 billion (US$1.4b) for the shares in the operations and approximately A$100 million (US$96.57m) for the market value of derivative contracts. The sale comprises a motor vehicle finance book of A$3.9 billion (US$3.77b), equipment finance book of A$2.9 billion (US$2.8b) and a corporate loan portfolio of A$1.6 billion (US$1.54b). The sale of CFAL and BOSI is in line with the Lloyds Group’s strategy of focusing on the UK market and ensuring best value for shareholders. Partner Victoria Mathewson led the transaction whilst partner Michael Parshall led the Allen & Overy team. Gilbert and Tobin acted for Westpac Banking Corporation. Morrison & Foerster is representing China-focussed private equity firm Ascendent Capital Partners in respect of the proposed acquisition by Wumart Stores Inc, one of the leading retail store operators in China, of a minority interest in CP Lotus Corporation, the retail flagship company in China for Thailand’s Charoen Pokphand Group, for approximately HK$548 million (US$70.7m), the proposed acquisition by CP Lotus of a minority interest in Wumart for approximately of HK$2.9 billion (US$374m), and the proposed acquisition by Wumart of CP Lotus’s operations in certain provinces in China for approximately HK$2.34 billion (US$301.4m). Ascendent Capital proposes to subscribe for 16.6 million new shares of Wumart for HK$232 million (US$30m) and up to a further 16.6 million new shares in Wumart when the CP Lotus deal closes. A representative of Ascendant Capital will also join Wumart’s board of directors. Partner Jeremy Hunt, with partner Marcia Ellis, led the transaction which was announced on 15 October 2013 and is yet to be completed. Davis Polk, led by partners Paul Chow and Howard Zhang, is advising Wumart Stores. Morrison & Foerster has also represented Japanese wireless company SoftBank in respect of a US$1.26 billion control investment in Miami-based Brightstar Corp, the world’s largest specialised wireless distributor. The deal, giving SoftBank a 57 percent stake, makes Brightstar the exclusive provider of handsets, accessories and services to certain SoftBank affiliates. The Brightstar deal follows on the heels of SoftBank’s announcement earlier this week that it is making a US$1.5 billion joint venture investment in Finland-based leading mobile game producer Supercell Oy, makers of popular online games Clash of Clans and Hay Day. The firm also advised SoftBank and its joint venture partner GungHo Online Entertainment in that transaction. Partners Kenneth Siegel, Brandon Parris and Ivan Smallwood led the transaction. Rajah & Tann is advising Jewelstone Properties Ltd in respect of a proposed acquisition by SGX-ST listed Jubilee Industries Holdings Ltd of Jewelstone’s entire equity interest in Tenderside Ventures Ltd which owns 60 percent of the equity interest in Viridea Lakeside Sdn Bhd, which in turn has contracted to acquire a property development project known as “Viridea@Medini Lakeside” in Medini Iskandar, Johor, Malaysia. If undertaken and completed, the acquisition is expected to result in a reverse takeover of Jubilee, as the consideration of RM150 million (US$47m) for the acquisition will be satisfied by the issuance and allotment of approximately 272.7 million new ordinary shares constituting approximately 53.7 percent of the enlarged and issued share capital of Jubilee. The Jubilee group is principally engaged in the production of precision plastic components. Jewelstone will be controlled by Singapore businessman Dennis Ng, the president and CEO of King George Financial Corporation and a director of Allied Hotel Properties Inc. Partners Chia Kim Huat and Danny Lim are leading the transaction which is yet to be completed. Shook Lin & Bok is advising Jubilee. Rajah & Tann has also advised New Oceana Ltd in respect of its voluntary conditional cash and/or securities offer for all the issued and paid-up ordinary shares in SGX-ST listed People’s Food Holdings Ltd. The offer values the target group at S$1.37 billion (US$1.1b). The target group is principally engaged in the production, processing, marketing and distributing of processed meat products such as high temperature meat products, low temperature meat products, chilled fresh pork, frozen pork and frozen chicken under its Jinluo brand in the PRC. Partners Evelyn Wee, Danny Lim and Soh Chai Lih led the transaction which was announced on 19 October 2013 and is yet to be completed. Rodyk & Davidson has acted for certain shareholders of Ramba Energy Ltd in respect of the voluntary conditional cash partial offer by Sugih Energy Pte Ltd to acquire 51 percent of the issued ordinary shares in Ramba’s capital. SGX-listed Ramba’s main businesses include oil and gas exploration and production in Indonesia. The offeror is a wholly-owned subsidiary of PT Sugih Energy Tbk (Sugih), an energy producer incorporated in Indonesia and listed on the Indonesian Stock Exchange. The partial offer values Ramba at approximately S$223 million (US$179.6m). The undertaking shareholders have provided irrevocable undertakings to the offeror in respect of all their shares amounting to approximately 33.26 percent of the total number of shares. The partial offer is conditional upon, among other things, approval of the shareholders of Sugih and certain Indonesian regulatory approvals. Partner Ng Eng Leng led the transaction. Rodyk & Davidson has also acted for the manager of Cambridge Industrial Trust in respect of the sale of 97 strata units in the development known as Lam Soon Industrial Building at 63 Hillview Avenue for a total sale price of S$140.8 million (US$113.4m). Partner Norman Ho led the transaction. Shook Lin & Bok has acted for SGX-listed Enviro-Hub Holdings Ltd, a Singapore-based environmental management solutions provider for electrical, electronic and equipment industries, in respect of the acquisition by its subsidiaries of F2S1 Investment Pte Ltd for S$164.5 million (US$133m), and 97 freehold strata units at Lam Soon Industrial Building for S$140.8 million (US$114m). Partner Roy Goh led the transaction. Skadden has advised Wynn Macau Ltd in respect of an offering of US$600 million 5.25 percent senior unsecured notes due 2021. The notes are listed on the HKSE. The Macau casino developer will use the proceeds for working capital requirements and general corporate purposes. Alan Schiffman and Alec Tracy led the transaction. Skadden has also acted as US and Hong Kong counsel for Sinopec Group Overseas Development (2013) Ltd, a wholly owned subsidiary of China Petrochemical Corporation (Sinopec), in respect of its US$3.5 billion Rule 144A/Regulation S offering of senior unsecured notes. The notes were issued under four tranches: US$750 million 2.5 percent notes due 2018, US$1.5 billion 4.375 percent notes due 2023, US$500 million 5.375 percent notes due 2043, and €550 million (US$752m) 2.625 percent notes due 2020. Greg Miao and Peter Huang led the transaction. Slaughter and May is advising Swiss Re in respect of its agreement with Pacific Century Group to invest up to US$425 million in FWD Group. Swiss Re’s investment in FWD Group consists of an initial investment of a 12.3 percent stake in FWD and a commitment for additional investments to fund FWD’s planned expansion across Asia. The total transaction size, including committed capital, is US$425 million. Swiss Re’s ultimate ownership stake in FWD will be determined based on the amount of committed capital eventually deployed. The Swiss Re Group is a leading wholesale provider of reinsurance, insurance and other insurance based forms of risk transfer. FWD is the insurance business arm of private investment group Pacific Century Group. FWD’s business spans across Hong Kong, Macau and Thailand, offering life insurance products, as well as general insurance and pensions operations in Hong Kong. Partners Neil Hyman and Mark Bennet led the transaction. White & Case has advised Greentown China Holdings Ltd, a luxury residential property developer in China, in respect of its high yield offering of US$300 million 8 percent senior notes due 2019. Partners Anna-Marie Slot and David Li led the transaction. WongPartnership is acting for Bank of New York Mellon, as trustee for noteholders, in respect of the residential mortgage-backed securitisation of Skies Miltonia Property involving the issue of S$200 million (US$162m) five-year secured fixed rate notes due in March 2018 by TG Master through a special purpose vehicle. DBS Bank Ltd acted as sole lead manager. Partner Khoo Yuh Huey led the transaction. WongPartnership is also acting for Devotion Energy Group Ltd in respect of its voluntary delisting from the SGX and proposed exit offer by Climate Holding Ltd. Partners Andrew Ang and Dawn Law led the transaction. |
Deals – 17 October 2013
Allen & Gledhill has advised the Housing and Development Board in respect of the issue of S$1.45 billion (US$1.16b) fixed rate notes under its S$22 billion (US$17.7b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd, as arrangers and dealers, and Bank of New York Mellon Singapore Branch, as trustee for holders of the notes, in respect of a S$500 million (US$402m) multicurrency medium term note programme established by Midas Holdings Ltd. Partners Margaret Chin, Daselin Ang, Sunit Chhabra and Magdalene Leong led the transaction. Allen & Overy has advised the joint global coordinators, joint lead managers, joint book-runners and co-managers in respect of CNOOC Curtis Funding No. 1 Pty Ltd’s concurrent offering of US$ and euro-denominated notes guaranteed by China National Offshore Oil Corporation (CNOOC). The Rule 144A/Regulation S US$1.3 billion 4.5 percent senior notes due 2023 are the first to feature a full guarantee from China and are the first to be eligible for listing in the Emerging Market Bond Index. The Regulation S €500 million (US$676m) 2.75 percent senior notes due 2020 represent CNOOC’s inaugural euro-denominated debt issuance. BOCI Asia Ltd, Goldman Sachs (Asia), JP Morgan Securities plc and UBS AG Hong Kong Branch were the joint global coordinators for both the US$ and euro offerings. BOCI Asia Ltd, Goldman Sachs (Asia), JP Morgan Securities plc and UBS AG Hong Kong Branch, together with ICBC International Securities Ltd, CCB International Capital Ltd, ABCI Capital Ltd and BOCOM International Securities Ltd, acted as joint lead managers and joint bookrunners for the Rule 144A/Regulation S US$1.3 billion 4.5 percent senior notes due 2023. Australia and New Zealand Banking Group Ltd and Mizuho Securities USA Inc acted as co-managers. BOCI Asia Ltd, Goldman Sachs (Asia), JP Morgan Securities plc and UBS AG Hong Kong Branch, together with Barclays Bank PLC, Citigroup Global Markets Ltd, Credit Suisse Securities (Europe) Ltd and The Hongkong and Shanghai Banking Corporation Ltd, were the joint lead managers and joint book-runners for the Regulation S €500 million 2.75 percent senior notes due 2020. Australia and New Zealand Banking Group Ltd and Mizuho International plc acted as co-managers. Partners James Grandolfo and David Kuo led the transaction. Allens has advised Indochine Mining Ltd in respect of its recent capital raising which is expected to raise A$26.3 million (US$25m). The capital raising involved an accelerated non-renounceable rights issue and simultaneous placement of the quoted shares of the client. Listed on both the ASX and the Port Moresby Stock Exchange, Indochine Mining Ltd will use the capital raised to fund underground drilling at the company’s Mt. Kare gold deposit in Papua New Guinea and the first part of a feasibility study for development of the project. The joint lead managers of the deal were Empire Securities and Argonaut. Partners Alex Ding and Vaughan Mills led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has acted as domestic counsel to IDBI Bank Ltd Dubai and Standard Chartered Bank London in respect of the US$250 million external commercial borrowing (ECB) extended to Wardha Power Company Ltd, a KSK Group company. Wardha has developed and commissioned a 540 MW coal based thermal power plant financed by a rupee term loan facility from a consortium of lenders involving Rural Electrification Corporation Ltd (REC), Housing & Urban Development Corporation Ltd (HUDC), Indian Overseas Bank, Bank of India and UCO Bank. Wardha will use the proceeds of the borrowing to fully repay its outstanding loan with REC, HUDC and Indian Overseas Bank. Bank of India and UCO Bank will continue to remain as domestic lenders in addition to the ECB lenders. The transaction, which was approved by the Reserve Bank of India, is yet to be completed. Partner Amit Kumar led the transaction whilst White & Case Singapore acted as international counsel. Amarchand & Mangaldas & Suresh A Shroff Co is also advising Jindal Power Ltd (JPL) in respect of its proposed acquisition in tranches of 100 percent of the issued, subscribed and paid up share capital of Kineta Power Private Ltd from the existing shareholders composed of V Balashowry, V Bhanumathi, Kineta FZC Dubai and Navayuga Engineering Company Ltd. HDFC Bank is acting as the authorised dealer and escrow agent. Hyderabad-based Kineta is developing a 3 x 660 MW super critical thermal power plant in the Nellore District of Andhra Pradesh. The transaction, which includes the opening of the share escrow account by a non-resident shareholder beyond a period of six months, requires the Reserve Bank of India’s approval which has already been obtained. Partner Amit Kumar is also leading the transaction which was signed on 4 September 2013 and is still on-going. AZB & Partners has acted as sole counsel for Muthoot Finance Ltd in respect of its public issue of secured and unsecured non-convertible debentures aggregating to approximately INR3 billion (US$48.5m). ICICI Securities Ltd is the lead manager to the issue. Partner Srinath Dasari led the transaction which was completed on 30 September 2013. AZB & Partners has also advised WestBridge Ventures II LLC in respect of its acquisition of 1.48 percent equity shares capital of SKS Microfinance Ltd from Mauritius Unitus Corporation. Partner Srinath Dasari also led the transaction which was completed on 17 September 2013 and was valued at approximately US$3.5 million. Baker & McKenzie has advised Amata B.Grimm Power Co in respect of the establishment of the Amata B.Grimm Power Infrastructure Fund (ABPIF), the first energy-related infrastructure fund and the second infrastructure fund in Thailand overall. Amata B.Grimm Power Group is a joint venture launched by the Thailand-based companies Amata and B.Grimm, as well as Sumitomo Corporation of Japan. B.Grimm operates power plants in Thailand and Vietnam and holds a majority stake in the venture. With two existing power plants as the primary underlying assets, the fund will help finance the construction of 16 new power plants by 2019. These additional power plants are projected to increase the company’s power capacity from 613MW to 2,000MW. After an IPO and subscription period in early September, trading of the fund began on 27 September 2013. Partners Sorachon Boonsong, Viroj Piyawattanametha and Theppachol Kosol spearheaded the transaction. Clayton Utz has advised retailer Cotton On Group in respect of its first major retail acquisition of the Supré retail fashion chain. Partner Michael Linehan, supported by partner Dan Fitts, led the transaction which was completed on 30 September 2013. Clayton Utz has also advised global gold miner Barrick Gold Corporation in respect of the divestment of its Yilgarn South assets in Western Australia to Gold Fields Ltd for US$300 million. Partner John Elliott, with support from partner Brett Cohen, led the transaction. Davis Polk has advised Nexteer Automotive Group Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the global offering amounted to approximately HK$2 billion (US$258m) prior to any exercise of the over-allotment option. Headquartered in Saginaw, Michigan, Nexteer is one of the world’s leading automobile steering and driveline suppliers. BOCI and JP Morgan acted as joint global coordinators, joint book-runners and joint sponsors for the offering. Partners Bonnie Y Chan, Antony Dapiran and Richard A Drucker led the transaction whilst Jia Yuan Law Offices advised as to PRC law. The underwriting syndicate was advised by Baker & McKenzie as to US and Hong Kong law and by Commerce & Finance Law Offices as to PRC law. Desai & Diwanji has acted as Indian counsel to Deutsche Bank Singapore Branch in respect of its US$190 million secured bridge financing facility to Air India, the national carrier airline of India. The airline operates a fleet of Airbus and Boeing aircrafts serving Asia, the United States, Europe and Australia. The proceeds of the loan are for part financing the acquisition of two Boeing B787-8 Dreamliner aircrafts. Partner Toral Desai piloted the transaction. J Sagar Associates has advised the Brenntag Group in respect of its acquisition, through its Indian subsidiary, of Brenntag Ingredients (India) Private Ltd, the indenting and distribution business of industrial enzymes from the Zytex Group, comprising Arun & Co, Rashesh & Co, Zytex Corporation and Zytex Biotech Private Ltd. Partner Sandeep Mehta led the transaction. Khaitan & Co has advised ODSA Topco Ltd, a company backed by funds advised by Apax Partners, in respect of its acquisition of 100 percent share capital of GlobalLogic Inc USA from venture capital firms WestBridge Capital, New Atlantic Ventures, New Enterprise Associates and Sequoia Capital. Apax Partners is one of the top 10 private equity firms in the world in terms of assets under management. Partners Haigreve Khaitan and Aakash Choubey led the transaction, with assistance from partners Avaantika Kakkar and Bijal Ajinkya. Khaitan & Co has also advised India Infoline Finance Ltd in respect of its IPO of secured redeemable non-convertible debentures (NCDs) for a total consideration of approximately US$170.93 million. India Infoline Finance Ltd (formerly known as India Infoline Investment Services Ltd) is a subsidiary of India Infoline Ltd (IIFL). The company is engaged in mortgage financing, loan against securities, gold loans, margin funding and other consumer financing products. Executive Director Sudhir Bassi and partner Vibhava Sawant led the transaction. K&L Gates has represented Japanese carrier Japan Airlines (JAL) in respect of a landmark deal that has the company acquiring 31 aircraft manufacturer Airbus’ A350 planes, along with options for a further 25 aircraft. This marks JAL’s first-ever order with Airbus, in addition to the largest order for the A350 in 2013. JAL and Airbus aim to introduce the new planes into service beginning in 2019, with the A350 gradually replacing the airline’s fleet over a six-year period. Partners Keiji Isaji, Atsushi Yamashita, Robert Melson and Trevor Beadle led the transaction. Maples and Calder has acted as Cayman Islands counsel to Shuanghui International Holdings Ltd, owner of China’s largest publicly-traded meat processing enterprise, in respect of its acquisition of Smithfield Foods Inc, the largest US publicly-traded pork processor and hog producer. With a deal value of US$7.1 billion, the transaction is reported to be the biggest takeover of a US company by a Chinese company. The merger is expected to create one of the largest global pork production, processing and packaged meat companies in the world. Partner Jenny Nip led the transaction whilst Paul Hastings acted as international counsel. Norton Rose Fulbright has advised The Hongkong Parkview Group Ltd, an HKSE-listed company controlled by COFCO (Hong Kong) Ltd, in respect of the HK$14.2 billion (US$1.83b) acquisition of a commercial property portfolio from COFCO Land Ltd. The acquisition comprises two mixed use complex projects in Chengdu and Beijing, two commercial projects in Hong Kong and Shanghai, four hotel projects in Beijing, Nanchang and Suzhou, one integrated tourist project in Sanya and three minority-held projects in Shanghai, Sanya and Chengdu. The Hongkong and Shanghai Banking Corporation Ltd acts as the financial adviser and sole sponsor. Partners Psyche Tai and Andrew Bleau, assisted by partner Winnie Chan, are leading the transaction. Norton Rose Fulbright has also advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as the sole manager in respect of the disposal of shares of Want Want China Holdings by Uni-President China Holdings Ltd. Uni-President China purchased the shares of Want Want in 2008, and the disposal constitutes the block sale of 46,261,000 shares in Want Want. Following this disposal, Uni-President China disposed all of its current holding in Want Want. Uni-President China, a subsidiary of Uni-President Enterprises Corporation, is one of the leading beverage and instant noodle manufacturers in China. Want Want is an investment holding company that engages in the manufacture, distribution, import, export and sale of food and beverages. Partners Psyche Tai and Andrew Bleau led the transaction which closed on 3 September 2013 and was valued at approximately HK$509 million (US$65.6m). Paul Hastings has represented Haitong International Securities Group Ltd, a subsidiary of Haitong Securities Co Ltd, the second largest securities firm in China by total assets, in respect of its further issuance of HK$232 million (US$29.9m) 1.25 percent convertible bonds due 2018, to be consolidated and to form a single series with the HK$776 million (US$100m) existing convertible bonds issued on 18 July 2013. HSBC was the lead manager on the transaction. The net proceeds of the convertible bonds issuance will be used by Haitong International and its subsidiaries to fund the expansion of business operations and for general corporate purposes. Partners Raymond Li, Vivian Lam and Christian Parker led the transaction. Paul Hastings is also representing Samsung Electronics, a world leader in advanced semiconductor solutions, in respect of a US$1.5 billion private share redemption transaction with Seagate Technology, a world leader in hard disk drives and storage solutions. Following the transaction, Samsung Electronics will continue to own approximately 12.5 million shares of Seagate Technology. Partners Daniel Sae-Chin Kim and Dong Chul Kim, with support from partner Jeff Hartlin, led the transaction. Rodyk & Davidson has acted for Yongxin International Holdings Ltd in respect of the reverse takeover by, and listing of, Oriental Land Ltd, a property developer/owner of integrated properties across real estate segments of residential, commercial, industrial, retail, exhibition and convention, and logistics and hospitality in Tangshan City and Inner Mongolia, PRC. The purchase consideration of the acquisition is S$340 million (US$273.4m) or 70 percent of the realisable net asset value of the target group. Partner Valerie Ong, supported by partner Barry Koh, led the transaction. Rodyk & Davidson acted as Singapore counsel in the global offering and listing of International Housewares Retail Company Ltd on the Mainboard of the HKSE. The listing was sponsored by BOC International who was also the sole global coordinator, sole book-runner and sole lead manager. Partner Valerie Ong, supported by partner Au Yong Hung Mun, also led the transaction. Shook Lin & Bok is advising Hisaka Ltd in respect of its proposed acquisition of the entire issue and paid up share capital of the Regal Group for S$127.25 million (US$102.3m). The acquisition will result in a reverse takeover of Hisaka. Partner Gwendolyn Gn is advising on the transaction. Slaughter and May London and Hong Kong has advised Standard Chartered in respect of the annual update of its US$57.5 billion debt issuance programme, under which Standard Chartered PLC, Standard Chartered Bank and Standard Chartered Bank (Hong Kong) Ltd have the ability to issue notes to be listed and traded on the London Stock Exchange and the HKSE. Partners Nilufer von Bismarck and Laurence Rudge led the transaction. Slaughter and May Hong Kong and London is also advising Bupa, the international healthcare group, in respect of the US$355 million acquisition of Quality HealthCare Medical Services, the largest private clinic network in Hong Kong, from Fortis Healthcare. The acquisition, which was announced on 14 October 2013, is expected to be completed by the end of October 2013, and makes Bupa the leading healthcare funder and provider in terms of depth and breadth of service in Hong Kong. Quality HealthCare is the leading primary healthcare service provider in Hong Kong with 102 core centers and 530 affiliated centers. Quality HealthCare is owned by Fortis Healthcare Ltd, a company listed on the National Stock Exchange of India. Bupa is a leading international healthcare group that serves over 14 million customers in more than 190 countries. Partners Neil Hyman and Andy Ryde led the transaction. WongPartnership is acting for PT Indofood Sukses Makmur Tbk, a company listed on the Indonesia Stock Exchange, in respect of the mandatory conditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of China Minzhong Food Corporation Ltd, which values China Minzhong at approximately S$734 million (US$590m). The offer has been viewed as a rescue of a company under siege by short sellers, as the offer was made almost immediately after a targeted attack by US-based short-sellers Glaucus Research Group on China Minzhong. Partners Mark Choy and Audrey Chng led the transaction. WongPartnership has also acted for Raffles Education Corporation Ltd in respect of the completion of the RMB400 million (US$65.5m) acquisition of 10 percent of the shareholding interest in Oriental University City Ltd from Rawa Investments (Cayman Islands) Ltd, a wholly-owned subsidiary of Khazanah Nasional Berhad. Partners Annabelle Yip and Lim Hon Yi led the transaction. |
Deals – 10 October 2013
Allen & Gledhill has advised United Overseas Bank Ltd in respect of a US$200 million facility agreement for a revolving credit facility to Mapletree China Opportunity Fund II Pte Ltd, a fund managed by Mapletree Real Estate Advisors Pte Ltd. The proceeds of the facility are to be applied towards financing the purchase and/or development by the fund of investments in the People’s Republic of China. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised CIMB Bank Berhad Singapore Branch in respect of a US$150 million facility agreement for a revolving credit facility to Mapletree China Opportunity Fund II Pte Ltd, a fund managed by Mapletree Real Estate Advisors Pte Ltd. The proceeds of the facility are to be applied towards financing the equity contributions of the fund in its acquisition and/or development of investments in real estate. Partner Lim Wei Ting also led the transaction. Allens has advised Rio Tinto in respect of its agreement to sell its interest in the Blair Athol mine, which is owned by the Blair Athol Coal Joint Venture (BACJV) and managed by Rio Tinto Coal Australia. Located 24 kilometres north-west of Clermont in Queensland’s Bowen Basin region, the Blair Atholcoal mine has been inactive since the BACJV ceased mining there in November 2012 after 30 years of operation. Under the deal, BACJV has entered into a conditional sale and purchase agreement with New Emerald Coal Ltd (NEC), a subsidiary of ASX-listed Linc Energy Ltd (Linc). The transaction will result in the transfer of the mining tenure, certain on-site assets and infrastructure and environmental obligations. According to the terms of the sale, BACJV will make an agreed financial contribution towards the rehabilitation obligations being assumed by NEC. Linc has announced that it will re-open the mine once the acquisition becomes unconditional and the tenure has been transferred. Partner Erin Feros led the transaction. Appleby has acted as Cayman counsel for China Ludao Technology Company Ltd in respect of its listing on the Main Board of the HKSE on 11 October 2013, with gross proceeds of approximately HK$89 million (US$11.48m). The Group will use more than half of the net proceeds from the offering for increasing its production capacity by constructing a new production plant, while almost a quarter will be used for expansion of its domestic distribution channels and increasing penetration in second- and third-tier cities in eastern and central China. The remainder will be used to launch advertising campaigns, as well as for working capital and other general corporate purposes. Partner Judy Lee led the transaction whilst Hastings & Co advised as to Hong Kong law. TC & Co advised the sponsor, Essence Corporate Finance (Hong Kong) Ltd, and the underwriters as to Hong Kong law. Appleby has also acted as Cayman counsel for Ngai Shun Holdings Ltd in respect of its listing on the Main Board of the HKSE on 16 October 2013, with gross proceeds of approximately HK$109 million (US$14m). The company will use the majority of the net proceeds for the acquisition of additional overseas manufactured machinery and equipment. The remainder will be used for the hiring of additional staff, the partial repayment of bank loans for the planned acquisition of machinery, and for working capital of the Group. Partner Judy Lee also led the transaction whilst Loong & Yeung Solicitors advised as to Hong Kong law. Jun He Law Offices advised the sponsor, Ample Capital Ltd, and the underwriters as to Hong Kong law. ATMD Bird & Bird has represented SGX-listed Viz Branz Ltd in respect of the mandatory takeover offer made by Credit Suisse for and on behalf of a major shareholder in a take-private transaction valued at approximately US$225 million. Viz Branz produces and distributes a range of instant beverages. It also produces and distributes snack food. In addition, it provides flexible packaging printing services to third parties. The group’s products are sold mainly in three primary markets, namely the PRC, South-East Asia and Indochina. Partner Marcus Chow led the transaction. Baker & McKenzie has advised the joint sponsors, comprised of BOCI Asia Ltd (BOCI) and JP Morgan Securities (Far East) Ltd, and the joint global coordinators, comprised of BOCI and JP Morgan Securities (Asia Pacific) Ltd, as Hong Kong and US law counsel, in respect of the HK$2 billion (US$258m) global offering of Nexteer Automotive Group Ltd, a global automotive steering and driveline systems supplier. The shares commenced trading on the HKSE on 7 October 2013. AVIC Automobile Industry Holdings Ltd, a wholly-owned subsidiary of Aviation Industry Corporation of China, is Nexteer’s controlling shareholder. Headquartered in Michigan, USA, Nexteer is ranked as the largest steering supplier in the US, the fifth-largest steering supplier globally and the third-largest halfshafts supplier globally, based on its 2012 revenue. Partners Jackie Lo and Brian Spires led the transaction whilst Davis Polk & Wardwell also advised as to Hong Kong and US laws, Jia Yuan Law Offices as to PRC law and Maples and Calder as to Cayman Islands law. The joint sponsors, joint global coordinators, joint book-runners and joint lead managers were also advised by Baker & McKenzie as to Hong Kong and US laws and by Commerce & Finance Law Offices as to PRC law. Clayton Utz has advised global gold miner Barrick Gold Corporation in respect of the completion of the divestment of its Yilgarn South assets in Western Australia to GoldFields Ltd for a total consideration of US$300 million. UBS Securities Canada Inc and Bank of America Merrill Lynch acted as financial advisors to Barrick. The Yilgarn South assets are comprised principally of the Granny Smith, Lawlers and Darlot mines. Partner John Elliott led the transaction. Clifford Chance has advised Export-Import Bank of Malaysia Berhad (MEXIM) in respect of the establishment of its US$1 billion multicurrency sukuk programme. The programme was arranged by BNP Paribas, CIMB, HSBC and Maybank. The sukuk programme is based on the Islamic principle of wakala. Partner Matt Fairclough, supported by partner Qudeer Latif, led the transaction. Clifford Chance has also advised China-ASEAN Investment Cooperation Fund (CAF) in respect of its equity investment in National Power Supply Public Company Ltd, a Thai company which generates electricity in Thailand through adopting alternative fuels such as biomass from agricultural waste, bark and black liquor. CAF, a private equity fund sponsored by the China Export-Import Bank together with other top Chinese as well as international institutional investors, targets investment opportunities in the infrastructure, energy and natural resources sectors to facilitate sustainable economic growth in the ASEAN region. It currently has investments in Cambodia, Laos, Malaysia, Myanmar, Philippines, Singapore and Thailand. Partners Neeraj Budhwani, supported by partners Andrew Matthews and Melissa Ng, led the transaction. Davis Polk has advised the managers, comprising of BOCI Asia Ltd, The Royal Bank of Scotland plc, Credit Suisse Securities (Europe) Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Industrial and Commercial Bank of China (Asia) Ltd, in respect of a Hong Kong law Regulation S only offering by AVIC International Finance & Investment Ltd of its US$300 million 4.75 percent guaranteed bonds due 2018 and US$200 million 6 percent guaranteed bonds due 2023. The bonds are unconditionally and irrevocably guaranteed by AVIC International Holding Corporation. Approval from the PRC State Administration of Foreign Exchange has been obtained for the guarantees. The AVIC group is a leading importer and exporter of civil aviation products in the PRC and is one of the largest aviation sub-contractors in the PRC. Partner Paul Chow led the transaction whilst Jingtian & Gongcheng advised as to PRC law. The AVIC group was advised by Linklaters as to Hong Kong law, Beijing Sunlight as to PRC law, and Conyers Dill & Pearman as to British Virgin Islands law. Davis Polk has also advised Forgame Holdings Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule144A and Regulation S. The gross proceeds from the global offering amounted to approximately HK$1.6 billion (US$206.3m) without the exercise of the over-allotment option. The Hong Kong offering was over-subscribed 313.41 times, triggering a full clawback from the international offering to the Hong Kong offering in favour of retail investors. Headquartered in Guangzhou, Forgame is a leading developer and publisher of web games in China with a fast-growing mobile game business. Morgan Stanley and JP Morgan acted as joint sponsors for the Hong Kong offering. Morgan Stanley and JP Morgan acted as joint global coordinators for the global offering. Morgan Stanley, JPMorgan, CICC and Macquarie acted as joint book-runners and joint lead managers for the global offering. Guotain Junan acted as the co-lead manager for the global offering. Partners Bonnie Y Chan, James C Lin, Li He and John D Paton led the transaction whilst Jingtian & Gongcheng also advised on the transaction. The underwriting syndicate was advised by Kirkland & Ellis, led by partners Dominic Tsun, David Zhang, Li-Chien Wong and Benjamin Su, as to US and Hong Kong laws and by Commerce & Finance Law Offices as to PRC law. Desai & Diwanji has acted as Indian counsel to DVB Group Merchant Bank (Asia) Ltd in respect of its US$23 million secured loan facility to Greatship (India) Ltd, a company incorporated in India which provides offshore services to operators in the energy exploration and production sector in India, South East Asia, Mexico, South Africa, North Sea, Brazil and the Middle East. The proceeds of the loan are for refinancing the acquisition of an anchor handling tug supply vessel used by Greatship (India) Ltd in supporting the various stages of exploration, development and production of oil and gas from offshore locations. Partner Vishwang Desai led the transaction whilst Ince & Co Singapore advised as to English law. Desai & Diwanji has also acted as Indian counsel to Axis Bank Ltd Singapore Branch in respect of its US$35.4 million secured loan facility to Global Offshore Services BV, a company incorporated in Netherlands. Global Offshore Services BV is a subsidiary of Global Offshore Services Ltd, a company incorporated in India and listed on the BSE which operates and charters vessels to oil exploration and production companies having deployed its vessels in India, North Sea, Brazil and West Africa. The proceeds of the loan are for part financing the acquisition of a platform supply vessel which will be used by Global Offshore Services BV to support offshore and underwater construction projects. Partner Vishwang Desai led the transaction whilst Watson Farley & Williams Asia Practice advised as to English law. Herbert Smith Freehills has advised China Merchants Bank in respect of its approximately 680.4 million H-rights shares issuance which raised approximately US$1 billion in Hong Kong. The bank’s latest H-rights offering follows its Shanghai Stock Exchange listing of approximately 3 billion A-rights shares in September, which raised approximately US$4.5 billion. The Shenzhen-headquartered bank, the country’s sixth-largest lender by assets, launched a rights share issuance on the basis of offering 1.74 rights shares to every ten existing shares. The H-rights shares commenced trading on the HKSE on 2 October 2013. In total, China Merchants Bank’s rights issuances raised gross proceeds of approximately US$5.5 billion in both venues. CICC, Citigroup, Goldman Sachs and UBS were joint global co-ordinators on the H-share rights issue, and joint lead underwriters with China Merchants Securities and CMB International. China Merchants Finance Holdings acted as the shareholder underwriter. CICC and Goldman Sachs Gao Hua Securities were joint leads on the A-share portion. Partner Tom Chau led the transaction. Khaitan & Co has advised Informa PLC USA in respect of the India leg of the transaction in relation to sale of its five corporate training businesses to Providence Equity Partners for US$180 million. Informa is a multinational publishing and conference company with its head office in Zug, Switzerland and its registered office in St Helier, Jersey. Partner Rabindra Jhunjhunwala led the transaction, with assistance from executive director Daksha Baxi. Khaitan & Co has also acted as Indian counsel for DBS Bank Ltd Mumbai in respect of a foreign currency term loan facility of US$15 million granted to Allcargo Belgium NV for capital expenditure and acquisition purposes, pursuant to which Allcargo Belgium NV and DBS Bank Ltd Singapore has entered into an ISDA Master Agreement and Schedule to hedge the exposure of the borrower under the facility agreement which was guaranteed by Allcargo Logistics Ltd, the Indian parent. Partner Devidas Banerji led the transaction. Maples and Calder has acted as Cayman Islands counsel to UBP Investment Co Ltd in respect of the establishment of Multi Strategies Fund, a Cayman Islands umbrella unit trust, and the launch of its first series trust Turkish Lira Money Market Fund. GAS (Cayman) Ltd is the trustee of the trust while International Management Services Ltd is the manager. The investment objective of the series trust is to preserve a constant value and maintain a high degree of liquidity while providing current income by investing in Turkish Lira denominated short term financial instruments. The manager has appointed Sompo Japan Nipponkoa Asset Management Co Ltd as investment manager of the series trust, which has delegated discretionary investment responsibility to Ak Portfoy Yonetimi AŞ as sub-investment manager. Partner Nick Harrold led the transaction whilst Japanese legal advice was provided by Mori Hamada & Matsumoto led by partners Nobuhiko Shimose and Naohisa Iimura. Maples and Calder has also acted as Cayman Islands legal counsel to VLL International Inc in respect of its issuance of US$100 million 6.75 percent guaranteed notes due 2018. The notes will be guaranteed by Vista Land & Lifescapes Inc and listed on the SGX-ST. Vista Land is the leading homebuilder in the Philippines. Partner Jenny Nip led the transaction whilst Paul Hastings acted as English legal counsel. Allen & Overy acted as English counsel to the joint lead managers, comprised of CLSA, HSBC and UBS AG Hong Kong Branch. Majmudar & Partners is advising Flexfab LLC USA in respect of its proposed acquisition of the organic black rubber and hose manufacturing businesses of Shore Auto Rubber Exports Private Ltd. Flexfab is a leading manufacturer of high performance silicone and other advanced polymer products whilst Shore is a leading Indian manufacturer and exporter of rubber and silicone hose products. The proposed transaction envisages transfer of Shore’s organic black rubber and silicone hose manufacturing businesses to an Indian subsidiary of Flexfab as a going concern on a slump sale basis. Partner Rukshad Davar is leading the transaction which is yet to be completed. Majmudar & Partners also acted as Indian counsel to India International Bank Malaysia Berhad (IIBM), a joint venture of Bank of Baroda, Indian Overseas Bank and Andhra Bank, in respect of a corporate guarantee provided by Thirumalai Chemicals Ltd in relation to a RM32 million (US$10m) facility to Optimistic Organic SDN BHD, its Malaysian subsidiary. Partner Prashanth Sabeshan led the transaction. Zul Rafique & Partners Malaysia acted as Malaysia counsel to the lender. Norton Rose Fulbright has advised a group of banks led by Sumitomo Mitsui Banking Corporation in respect of the financing for Golar LNG of Indonesia’s first LNG floating storage and regasification unit (FRSU). The FSRU, named Nusantara Regas Satu, was financed through a US$155 million term facility and a US$20 million revolving facility. The FSRU is chartered to PT Nusantara Regas, a joint-venture between Pertamina and Perusahaan Gas Negara (PGN). The vessel is owned by an Indonesian company and is Indonesian flagged in compliance with Indonesian cabotage requirements. The facility was provided by a syndicate of lenders, including PT Bank Sumitomo Mitsui Indonesia, The Bank of Tokyo-Mitsubishi UFJ, Oversea-Chinese Banking Corporation Ltd and Standard Chartered Bank. Gervais Green, Kate Magnin (Sherrard), Robert Driver, James Atkinson, Sue Ann Gan and Pauline Percereau acted on the transaction. Watson Farley & Williams acted for Golar LNG. Paul Hastings has represented Shui On Land Ltd and its wholly-owned subsidiary, Shui On Development (Holding) Ltd, in respect of a swap agreement with Trophy Property Development LP. Trophy Property Development will swap with Shui On Land all of its interests in the Rui Hong Xin Cheng (Shanghai), Wuhan Tiandi and Chongqing Tiandi projects in exchange for 100 percent interest in a project in Shanghai commonly known as Taipingqiao. Upon completion, Shui On Land and Trophy Property Development will enter into a joint venture agreement with respect to the Taipingqiao project. Partners John Cahill and Derek Roth led the transaction. Paul Hastings has also represented Yuzhou Properties Company Ltd, a leading property developer in China’s Fujian province listed on the Main Board of the HKSE, in respect of its issuance of US$300 million 8.75 percent senior notes due 2018. BOC International, DBS, Deutsche Bank, HSBC, JP Morgan and UBS were the joint lead managers and joint book-runners. Yuzhou Properties intends to use the net proceeds of the notes to refinance its existing indebtedness and for general corporate purposes. Partners Raymond Li, Vivian Lam and David Grimm piloted the transaction. Paul, Weiss, Rifkind, Wharton & Garrison is advising KKR, a global investment firm with US$83.5 billion in assets under management, in respect of its investment in Qingdao Haier, China’s leading home appliance manufacturer.Under the definitive agreement, KKR will acquire a 10 percent stake in Qingdao Haier, establishing a long-term strategic partnership to collaborate on multiple areas. With its focus on product innovation, building a fully integrated online/offline platform and creating a highly efficient “made to order” distribution channel, Qingdao Haier has achieved high-quality sustainable growth while building a widely-respected global brand. Established in 1976, KKR pioneered the private equity industry. In its 37-year history, KKR has completed investments with over US$470 billion in total enterprise value across 25 industries. Partners Jack Lange, Greg Liu, Manuel Frey and Dale Sarro are leading the transaction which is subject to customary regulatory and shareholder approvals. Rajah & Tann has advised SGX-ST listed OUE Ltd in respect of the disposal by OUE and Wah Hin and Company Private Ltd of OUE’s 80 percent shareholding and Wah Hin’s 20 percent shareholding in Hotel Investment (Shantou) Ltd and the novation of certain shareholders’ loans (owing from Shantou to OUE and Wah Hin, respectively) from each of OUE and Wah Hin to Gold Pot Developments Ltd; and the disposal by OUE of its 100 percent shareholding in Hotel Investment (Hainan) Private Ltd and the novation of certain promissory notes (owing from Hainan to OUE) from OUE to Gold Pot Developments Ltd. Shantou owns the entire issued and paid-up share capital of Meritus Shantou Co Ltd which in turn owns the Meritus Shantou China, a hotel situated in the Shantou, Guangdong province of the PRC. Hainan owns the entire issued and paid-up share capital of Hainan Mandarin Hotels Pte Ltd which in turn owns the Meritus Mandarin Haikou, a hotel situated in the Haikou, Hainan province of the PRC. Partners Teo Yi Jing, KohTien Gui and Linda Qiao led the transaction which was completed on 30 September 2013 and was valued at approximately S$120 million (US$96m). Sidley Austin has acted as US and Hong Kong counsel for CNOOC, China’s largest offshore oil and gas producer, in respect of the issuance of a US$2 billion equivalent dual-tranche bond. The transaction was divided into a US$1.3 billion 10-year US dollar bond at a coupon of 4.5 percent and a €500 million (US$679.7m) seven-year euro-denominated bond with a coupon of 2.75 percent. The proceeds from the bonds, offered through CNOOC subsidiary, CNOOC Curtis Funding No.1 Pty Ltd, and guaranteed by CNOOC, will be used to fund CNOOC’s acquisition of Project Curtis, a natural gas project in Queensland, Australia. It is the first time CNOOC has guaranteed an offshore debt issued by its subsidiaries. Partner Matthew Sheridan led the transaction, with support from partner Janney Chong. Tay & Partners is representing AirAsia in respect of the first ever proposed decision with a proposed fine by the Malaysia Competition Commission (MyCC). The Competition Act came into force only on 1 January 2012. Partners Tay Beng Chai and Leonard Yeoh are leading the transaction. Weerawong, Chinnavat & Peangpanor has represented Amata B Grimm Power Co Ltd and Kasikorn Asset Management Co Ltd in respect of the IPO and listing of units of Amata B Grimm Power−Power Plant Infrastructure Fund (ABPIF), Thailand’s first power plant infrastructure fund, on the Stock Exchange of Thailand. Amata B Grimm Power Co Ltd, the majority unit holder in the fund, is the leading small power producer in Thailand, and is principally owned by the local trading conglomerate B Grimm. The offering involved 600 million shares set at β10.50 (US$0.33) per share, and was valued at up to US$203 million. Kasikorn Asset Management Co Ltd acted as fund manager whilst KASIKORNBANK Pcl acted as underwriter. The IPO started trading on the SET on 27 September 2013. Partner Kudun Sukhumananda spearheaded the transaction. WongPartnership has acted for DBS Bank Ltd and Standard Chartered Bank, as joint arrangers and dealers, and DBS Trustee Ltd, as notes trustee, in respect of the establishment of a S$1 billion (US$801m) Multicurrency MTN Programme by the issuer, a wholly-owned subsidiary of British and Malayan Trustees Ltd, in its capacity as trustee of Frasers Commercial Trust. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction. WongPartnership has also acted for the mandated lead arrangers and the syndicate of lenders in respect of the US$150 million financing to SGX-listed China Minzhong Food Corporation Ltd for financing the general corporate funding requirements of the borrower and its subsidiaries. Partners Susan Wong and Choo Ai Leen led the transaction. |
Deals – 3 October 2013
Akin Gump Strauss Hauer & Feld LLP served as legal counsel to Houlihan Lokey Capital, Inc in its role as financial adviser to the special committee of the board of directors of Yongye International, Inc which has announced its intention to be taken private. Yongye is a China-based crop nutrient maker. The value of the deal is estimated at about US$340 million. Gregory D. Puff and Zachary N. Wittenberg led the team representing Houlihan Lokey.
Allen & Gledhill has advised Housing and Development Board in respect of the issue, in 2013 so far, of four series of fixed rate notes totalling S$3.22 billion (US$2.56b) under its S$22 billion (US$17.543b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction. Allen & Gledhill has also advised Oversea-Chinese Banking Corporation Ltd (OCBC) as arranger, Hongkong and Shanghai Banking Corporation Ltd (HSBC) Singapore Branch as issuing and paying agent, and HSBC Institutional Trust Services (Singapore) Ltd as trustee for holders of the notes, in respect of the establishment of a S$300 million (US$239m) multicurrency medium term note programme by Global Premium Hotels Ltd. Partners Margaret Chin, Sunit Chhabra and Magdalene Leong led the transaction. Allens has advised Australian company Billabong International Ltd in respect of a recapitalisation proposal with a consortium led by US private investment firms Oaktree and Centerbridge. Under the terms of the deal, Billabong has entered into agreements with entities affiliated with Oaktree and Centerbridge which include a US$360 million six-year senior secured term loan, a A$135 million (US$126.38m) equity placement and, following the placement, a A$50 million (US$46.8m) non-underwritten, renounceable rights issue. The deal will allow Billabong to repay in full its existing US$294 million bridge loan facility. The transaction will continue with funding of the term loan expected in the coming weeks whilst the shareholder vote will occur in November. Partners Alan Maxton, Guy Alexander and Vijay Cugati led the transaction. Allens has also advised iron ore producer Western Desert Resources Ltd in respect of an equity raising of up to A$45 million (US$42.27m). Western Desert Resources is a diversified resources business with a portfolio of quality mineral exploration assets, including its flagship Roper Bar iron ore project. The equity raising combines an institutional placement that will raise A$30 million (US$28.17m), and a share purchase plan that will raise up to A$15 million (US$14m). The institutional placement is subject to shareholder approval which will be sought at the company’s AGM in November 2013. Partner Robert Pick led the transaction. Amarchand & Mangaldas has acted for Godrej Properties Ltd (GPL) as the issuer and Kotak Mahindra Capital Company Ltd as the lead manager in respect of GPL’s issue of approximately 21.54 million equity shares for approximately INR7 billion (US$113m). The issue was the first and one of the biggest rights issue by a listed real estate company in recent times. This was the third capital market fund raising exercise by GPL is the last four years. The offer letter was dated 13 August 2013 whilst the date of allotment was 19 September 2013. Partners Yash J Ashar and Gaurav Gupte led the transaction. Appleby has acted as Cayman counsel for Finsoft Corporation in respect of its listing on the Growth Enterprise Market of the HKSE on 26 September 2013. Finsoft will use the majority of the net proceeds from the offering for a possible acquisition of an IT company and enhancing product development. The remainder will be utilised for the expansion of its customer base and as working capital of the Finsoft Group, which is principally engaged in the development, sale and lease of financial trading software solutions. The lead manager was Astrum Capital Management Ltd, assisted by co-lead managers Ample Orient Capital Ltd and Taiping Securities (HK) Co Ltd. Partner Judy Lee led the transaction whilst Loong & Yeung Solicitors advised as to Hong Kong law. Fairbairn Catley Low & Kong advised the sponsor, Ample Capital Ltd, and three underwriters as to Hong Kong law. AZB & Partners has advised ICICI Venture Funds Management Company Ltd (ICICI Venture) and India Advantage Fund-S3 I (IAF), a fund managed by ICICI Venture, in respect of IAF’s acquisition of Adlabs Entertainment Ltd’s (AEL) compulsorily convertible debentures to be converted into equity share capital of AEL. The deal was valued at approximately US$22.15 million. Partner Darshika Kothari led the transaction which was signed on 30 August 2013 and was completed on 6 September 2013. AZB & Partners has also advised in respect of the tie-up between DT Marks Worli LLC with Jawala Real Estate Private Ltd, part of the Mumbai-based developer Lodha group, to build the 800-ft, 77-storey Trump Tower Mumbai. DT Marks Worli is an SPV of the Trump Organisation which is owned by US-based real estate tycoon and celebrity Donald Trump who is known for his high-rises in Manhattan. Trump Tower Mumbai will be located inside Lodha’s newly announced 17.5-acre The Park project in Worli. Construction is expected to be completed by 2018. Jawala Real Estate will use the Trump brand name under a sub-licence from DT Marks Worli. Baker & McKenzie is advising THL A21 Ltd, a wholly-owned subsidiary of Tencent Holdings Ltd, China’s biggest internet group, in respect of its acquisition of a 36.5 percent stake in Sogou Inc, one of the leading search and internet services providers in China. Sogou’s parent, Sohu.com Inc, will remain the controlling shareholder whilst Sogou will continue to be an independent subsidiary. Martin Lau, president, and Mark Ren, chief operating officer of Tencent, will join Sogou’s Board of Directors. As part of the transaction, Tencent has merged its Soso search related businesses and certain other assets with Sogou. Tencent and Sogou have also agreed to jointly develop, cross-promote and integrate their respective products and services, while collaborating in areas of search technology, user insights and data sharing. Partner Howard Wu is piloting the transaction. Baker & McKenzie has also acted as Hong Kong counsel for BOCI Asia Ltd, as the sole sponsor and underwriter, in respect of the HK$607 million (US$78.28m) global offering of International Housewares Retail Company Ltd (IHRCL), a housewares retail chain with operations in Hong Kong, Singapore, West Malaysia, the PRC and Macau. The shares commenced trading on the HKSE on 25 September 2013. IHRCL has a retail network of 293 stores operated under the Japan Home Centre, City Life, Epo Gifts & Stationery, Japan Home and Living Plus brands. Net proceeds from the will be used by IHRCL to fund 200 new store openings, renovate existing stores, improve logistics and warehousing, upgrade information technology systems and for working capital and other general corporate purposes. Partner Elsa Chan, supported by partners Brian Spires and Edwin Li, led the transaction. Clifford Chance has advised Haitong International Holdings, a wholly-owned subsidiary of Haitong Securities Co Ltd, in respect of its proposed acquisition of the China leasing business held by UT Capital Group Co Ltd for US$715 million from private equity firm TPG Capital. The acquisition will allow Haitong to penetrate the fast-growing financial leasing business in China and broaden its financial products and service portfolio. By leveraging on and further developing the business of UT Capital in the finance leasing sector, Haitong will be able to provide an integrated financial service platform to its client base. Partner Cherry Chan led the transaction. Davis Polk has advised the initial purchasers, composed of Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, Goldman Sachs (Asia) LLC, BOCI Asia Ltd, Industrial and Commercial Bank of China (Asia) Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch, in respect of a US$300 million Regulation S offering by Greentown China Holdings Ltd of its 8 percent senior notes due 2019. Greentown China Holdings Ltd is a leading property developer in China with a nationwide footprint and market leadership in Zhejiang province. Partner William F Barron led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Greentown China Holdings Ltd was advised by White & Case as to US and Hong Kong law, T&C Law Firm as to PRC law, and Maples and Calder as to Cayman Islands and British Virgin Islands law. Desai & Diwanji has acted as Indian counsel to Axis Bank Limited, Singapore Branch in respect of its US$ 44.5 million secured loan and revolving credit facility to Global Offshore Services B.V. a company incorporated in the Netherlands. Global Offshore Services B.V is a subsidiary of Global Offshore Services Ltd., a company incorporated in India and listed on the BSE, which is primarily engaged in the operation and the chartering of vessels to oil exploration and production companies having deployed its vessels in India, Brazil and West Africa. The proceeds of the loan will be applied towards financing the acquisition of a multi-purpose supply vessel which will be used by Global Offshore Services B.V. to support offshore and underwater construction projects. Partner Vishwang Desai led the transaction with assistance from associate Ayesha Rai whilst Norton Rose Fulbright (Asia) LLP advised as to English law. Desai & Diwanji has also acted as Indian counsel to DVB Group Merchant Bank (Asia) Ltd in respect of its US$ 30 million senior secured loan facility to Global Offshore Services B.V. The proceeds of the loan are for refinancing the acquisition of a platform supply vessel used by Global Offshore Services B.V. to support offshore and underwater construction projects. Partner Vishwang Desai spearheaded the transaction with assistance from associate Ayesha Rai whilst Watson, Farley & Williams Asia Practice LLP advised as to English law. DLA Piper has advised a syndicate of banks, consisting of ABN AMRO Bank NV, Natixis and Societe Generale, in respect of a US$195 million prepayment facility for Xinjiang Zhaokun Trading Co Ltd (Zhaokun), an aluminium producer in the Kashgar province of the People’s Republic of China, to finance the purchase and production of aluminium, and to refinance an existing prepayment facility provided by Zhaokun’s existing offtaker, Gerald Metals SA. The three-year senior secured loan marks the company’s offshore syndicated loan debut and has US$125 million in commitments ahead of the syndication of an accordion tranche of up to US$70 million. The facility benefits from a complex security package containing typical commodity finance structures interlinked with onshore asset security. The facility also benefits from unsecured offshore corporate guarantees from members of Zhaokun’s group. Certain members of the offtaker group are also participating as lenders in the facility and are providing a performance guarantee as well as a third party limited recourse guarantee. The deal was completed on 31 July 2013 whilst the syndication was launched in September. Partner Jolyon Ellwood-Russell led the transaction whilst partner Zhang Xin of Global Law Office in Beijing advised on the PRC aspects of the transaction. Gide Loyrette Nouel‘s Hong Kong office has advised Accor, the leading international hotel operator in the Asia-Pacific, in respect of the management agreement for its Novotel Yangon Max development in Myanmar. Due for completion in Q4 2013, this newly built international standard hotel will have more than 350 rooms and will include a number of beverage outlets and meeting facilities. This hotel is the first in a series of new developments for Accor since the group’s return to Myanmar. Partner Gilles Cardonnel led the transaction. Herbert Smith Freehills has represented BOCI Asia Ltd and ICBC International Capital Ltd, as joint global coordinators and joint book-runners, in respect of the US$64.9 million IPO and Regulation S global offering of CT Environmental Group Ltd (CTEG). The shares commenced trading on the HKSE on 25 September 2013. CTEG, headquartered in Zengcheng city, Guangdong province in China, is a provider of one-stop centralised and customised wastewater treatment and industrial water supply services in China. Partner Gary Lock, supported by partner Kevin Roy, led the transaction. Sidley Austin advised the issuer. Hogan Lovells has advised Barwa Bank in respect of a US$125 million facility made available to UAE-based Topaz Energy and Marine, a leading offshore support vessel company that provides marine solutions to the global energy industry, with a primary focus on the Middle East and the Caspian Sea. The Islamic financing facility will be used to finance 12 of Topaz’s vessels operating in the Arabian Gulf and the Caspian Sea. Comprising two separate structures, the facility involves a US$110 million Ijara-based financing scheme for 10 existing vessels and a US$15 million Istisna-based deal for the purchase of two new vessels under construction. Partner Rustum Shah, assisted by partner Simon Gwynne, led the transaction. Topaz Energy and Marine was advised by Reed Smith. IndusLaw has advised responsAbility Ventures I – Kommanditgesellschaft fur kollektive Kapitalanlagen in respect of Zurich-headquartered social investor responsAbility’s acquisition of a minority stake in Mumbai-based biomass aggregator Punjab Renewable Energy Systems (PRES). The investment will go towards driving PRES’ expansion into new locations in India and abroad. responsAbility will also get a board seat as part of the investment. Incorporated in 2011, PRES is into fuel aggregation and supply focused on agriculture residue. responsAbility, an independent asset manager, specialises in development-related sectors of emerging economies. J Sagar Associates has advised the promoters of Hexaware Technologies Ltd led by Atul Nishar in a consolidated stake sale of 41.47 percent of Hexaware by the promoters and GA Global Investments Ltd, which is part of the General Atlantic Group, to entities of Baring Private Equity Asia Ltd. Pursuant to this, Baring has made an open offer under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to acquire 26 percent of Hexaware’s shareholding from public shareholders. The total deal size, assuming full acceptance of the open offer, would amount to approximately INR2,744.85 crores (US$443.7m). Partners Somasekhar Sundaresan and Manisha Kumar led the transaction. Baring was represented by Khaitan & Co whilst Hexaware and General Atlantic were represented by AZB Partners. Norton Rose Fulbright has advised The Siam Commercial Bank Public Company Ltd in respect of its financing of 10 solar PV projects with an aggregate capacity of 72MW. The 10 projects consist of seven 8MW solar power projects, two 6MW solar power projects, and one 4MW solar power project. The projects are owned by Soleq Pte Ltd and Soleq Solar (Thailand) Co Ltd, which are the investment vehicles of Equis Fund Group, one of the largest energy and infrastructure investors in Asia. Partner Somboon Kitiyansub led the transaction. Paul Hastings has represented Shuanghui International Holdings Ltd, the owner of China’s largest publicly-traded meat processing enterprise, in respect of the completion of its US$7.1 billion acquisition of Smithfield Foods Inc. Smithfield’s shareholders approved the merger on 24 September 2013 and the transaction closed on 26 September 2013. Announced in May 2013, this was arguably one of the most challenging and closely watched deals of the year, not only because of its size and breadth, but also due to several complex regulatory components which include a unique alternative debt financing structure, a “qualified pre-existing bidder provision” and the deal’s review by the Committee on Foreign Investment in the United States. Partner Raymond Li led the transaction, with support from partners Carl Sanchez, Michael Chernick, Scott Flicker and Vivian Lam. Paul, Weiss, Rifkind, Wharton & Garrison has advised KKR in respect of the formation of a joint venture with CDH and Modern Dairy to deliver premium raw milk to Chinese consumers. Under the terms of the agreement, KKR, CDH and Modern Dairy will invest US$140 million over the next 18 months to build two new large-scale dairy farms in China. KKR, CDH and Modern Dairy will hold 61.5 percent, 20.5 percent and 18 percent stakes, respectively. The new joint venture farms will buy Modern Dairy’s excess cows generated through natural herd growth. There is also an arrangement for Modern Dairy to buy back the JV farms in three years, which will boost its long term growth. The transaction is subject to customary approvals and is expected to close in the fourth quarter. KKR will be making the new investment through its China Growth Fund. Partner Jack Lange lspearheaded the transaction. Paul, Weiss, Rifkind, Wharton & Garrison has also advised Microsoft Corporation in respect of a joint venture with Chinese company BesTV New Media Co, a subsidiary of Shanghai Media Group. Up to US$237 million will be invested in the JV, which will engage in the development and distribution of software and related products for home gaming entertainment in China. The JV, which was announced on 23 September 2013, will have a registered capital of US$79 million, under which Microsoft will hold a 49 percent stake and BesTV a 51 percent stake. Partner Jeanette Chan drove the transaction. Rajah & Tann is advising Consciencefood Holding Ltd (CHL) in respect of the S$32.4 million (US$25.9m) cash exit offer by Baltic Group Capital Ltd in connection with CHL’s proposed voluntary delisting from the SGX-ST. The CHL group is principally engaged in the manufacturing and sale of instant noodles, snack noodles and beverages. Headquartered in Indonesia, the group operates under its subsidiary with factories in Medan, Indonesia. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 28 September 2013 and is yet to be completed. Shook Lin & Bok is advising Canaccord Genuity Singapore Pte Ltd as the financial adviser in respect of the reverse takeover of SGX-listed Europtronic Group Ltd by a Hong Kong gold mining group. Partner Gwendolyn Gn is advising on the transaction which involves a consideration of S$160 million (US$127.45m). Shook Lin & Bok is also acting as Singapore counsel to SGX-listed premium integrated property developer Hiap Hoe Ltd in respect of its acquisition of 206 Bourke Street, a trophy quality mixed use retail and office asset centrally located in the Central Business District of Melbourne, Australia for A$105 million (US$98.2m). Partner Gwendolyn Gn is also advising on the transaction. Simpson Thacher has represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by HKSE-listed China Huishan Dairy Holdings Company Ltd (Huishan Dairy), reportedly the most vertically integrated dairy company in China. Huishan Dairy offered approximately 3.79 billion ordinary shares which raised approximately HK$10.1 billion (US$1.3 billion) in gross proceeds. Huishan Dairy currently owns the largest upstream resources and the second largest herd of dairy cows in China. Shareholders of Huishan Dairy include its founder, Yang Kai, Chow Tai Fook Nominees, Hero Beteiligungen AG (a leading international consumer foods group based in Switzerland), Investec Bank plc and others. Deutsche Bank, Goldman Sachs, HSBC and UBS acted as joint global coordinators, joint book-runners and joint sponsors whilst CIMB, Investec and Jefferies acted as joint book-runners. Chris Wong, Chris Lin, Marjory Ding, Howie Farn, Yi Gao, Robert Holo and Jodi Sackel advised on the transaction. Skadden, Arps, Slate, Meagher & Flom is advising JP Morgan, Goldman Sachs, BOCI International, HSBC and ICBC International as underwriters in respect of a US$750 million offering of 7.25 percent senior notes due 2021 by Country Garden Holdings Company Ltd, one of China’s leading integrated property developers. Partners Alec Tracy and Michael Beinus are leading the transaction. Watson, Farley & Williams, practicing in Hong Kong in association with Lau, Leong & Co, has advised Chinese ICBC Financial Leasing Co Ltd in respect of the long term sale and lease back of 51 offshore supply vessels with the French offshore oil and gas conglomerate Bourbon. The vessels have been sold for US$1.5 billion and the first nine vessels out of the 24 vessels in operation were delivered at the beginning of this month. The transfer of the remaining 15 vessels currently under operation is expected to be completed within two months whilst the transfer of the remaining 27 vessels under construction will be within the next 10 months. The vessels will all be registered in Singapore and a few of them will be dual registered in Europe. Partner Madeline Leong led the transaction. Weil, Gotshal & Manges is advising TPG Capital and DLJ Merchant Banking Funds in respect of the sale of an 87.5 percent share in the parent company Grohe Group Sàrl to listed Japanese company LIXIL Group Corporation, a global manufacturer of housing and building materials. The deal represents one of the largest LBOs in Europe so far this year. The transaction is subject to clearance by the relevant competition authorities and is expected to close by March 2014. The shareholders TPG Capital and DLJ Merchant Banking Funds conducted a dual track process with a potential public offering of ordinary shares in Grohe Group Sàrl and a listing of the shares on the Frankfurt Stock Exchange being pursued in parallel with a trade sale of the shares in the company to an investor. Partner Gerhard Schmidt, assisted by partners Heiner Druke, Stephan Grauke, Tobias Geerling, Thomas Schmid, Barbara Jagersberger and Jurgen Borst, is leading the transaction. Weil, Gotshal & Manges has also represented Applied Materials in respect of a definitive agreement with Tokyo Electron to create a global innovator in semiconductor and display manufacturing technology via an all-stock combination which values the new combined company at approximately US$29 billion. This combination, which has been unanimously approved by the Boards of Directors of both companies, brings together complementary leading technologies and products to create an expanded set of capabilities in precision materials engineering and patterning that are strategically important for customers. The closing of the transaction is subject to customary conditions, including approval by Applied Materials’ and Tokyo Electron’s shareholders and review by regulators. The companies expect the transaction to close in mid to second half of 2014. Mori, Hamada & Matsumoto and De Brauw Blackstone Westbroek also advised Applied Materials. Jones Day and Nishimura & Asahi advised Tokyo Electron. WongPartnership LLP is acting for Credit Suisse (Singapore) Limited as sole book-runner, lead manager and underwriter for the issuance, and as dealer manager for the tender offer, in CapitaLand’s concurrent issuance of new S$800 million (US$636.79 million) convertible bonds due 2023 and tender offer for three of its outstanding convertible bonds. The proceeds of the issuance will be mainly used to finance the tender offer. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction. WongPartnership LLP acted for the syndicate of lenders in the US$312 million syndicated equipment financing led by DBS Bank Ltd granted to Micron Semiconductor Asia Capital Pte. Ltd. Partner Christy Lim spearheaded the transaction. |
Deals – 24 September 2013
Allen & Gledhill has advised Perisai Capital (L) Inc as issuer and Perisai Petroleum Teknologi Bhd (PPT) in respect of the establishment of a S$700 million (US$559m) multicurrency medium term note programme. The notes to be issued pursuant to the programme are unconditionally and irrevocably guaranteed by PPT. Credit Suisse (Singapore) Ltd was appointed arranger and dealer of the programme whilst DB International Trust (Singapore) Ltd was appointed trustee for holders of the notes. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, as arranger, issuing and paying agent and agent bank, and DBS Trustee Ltd as trustee for holders of the notes, in respect of a S$300 million (US$239.6m) multicurrency medium term note programme established by Centurion Corporation Ltd. Partners Margaret Chin and Sunit Chhabra led the transaction. Allens has advised the Queensland Government’s Projects Queensland in respect of the procurement of the State’s A$457 million (US$429.8m) Government Wireless Network (GWN) project which is designed to deliver an enhanced digital radio voice and narrowband data communications network for Queensland’s public safety agencies in time for next year’s G20 meetings. The procurement of the project is the first of its kind for the Queensland Government regarding digital wireless network services. Telstra was this month announced as the successful bidder. Partners Ren Niemann, Niranjan Arasaratnam and Michael Morris led the transaction. Allens has also advised Melbourne-based software developer Nintex Group Pty Ltd in respect of the sale of its information technology consulting services business, OBS Pty Ltd, to Empired Ltd for A$15 million (US$14m). OBS is one of the largest Microsoft Enterprise Content Management service providers in Australia and is a market leader in Microsoft SharePoint implementation and customisation services. Partner Robert Pick led the transaction which is subject to a small number of conditions precedent and is expected to be completed by the end of September. Amarchand & Mangaldas & Suresh A Shroff Co has advised Noor Islamic Bank PJSC in respect of a US$150 million US-dollar denominated secured term murabaha facility made available to Alok International (Middle East) FZE for entering into murabaha arrangements to purchase Shari’a compliant commodities. Alok Industries Ltd acted as the guarantor and the pledgor, Partner Pranav Sharma led the transaction which closed on 16 September 2013. Amarchand & Mangaldas & Suresh A Shroff Co has also advised UltraTech Cement Ltd in respect of its proposed acquisition of the Gujarat cement unit of Jaypee Cement Corporation Ltd (JCCL) by way of demerger pursuant to a scheme of arrangement in compliance with Section 391-394 of the Companies Act and Section 2(19AA) of the Income Tax Act. As part of the demerger, UltraTech will take over debt worth approximately INR3650 crores (US$582m), which shall be adjusted towards the consideration. UltraTech will discharge the remaining portion of the consideration by issuing shares to the shareholders of JCCL, including Jaiprakash Associates Ltd, the parent company of JCCL. Axis Capital Ltd was the merchant banker whilst Axis Trustee Services Ltd acted as the escrow agent. Partners Cyril Shroff and Tushar Mavani, supported by partners Alice George, Nisha Uberoi and Sharad Mathkar, led the transaction which is subject to fulfillment of conditions precedent, including approvals of the shareholders and creditors, receipt of various approvals including from the Competition Commission of India, the Securities and Exchange Board of India and the High Courts. AZB & Partners has advised BIC Clichy, a subsidiary of Societe BIC, in respect of its acquisition by way of share purchase for approximately INR3.7 billion (US$59m) of 40 percent of shares in Cello Writing Aids Private Ltd from the promoters. Partners Nohid Nooreyezdan and Rajendra Barot led the transaction which was completed on 17 September 2013. Baker & McKenzie is advising HKSE-listed Beijing Enterprises Water Group Ltd in respect of its RMB955 million (US$156m) acquisition of nine raw water, water treatment, water supply and sewage treatment projects in the PRC from Salcon Berhad, a company listed on the main market of Bursa Malaysia Securities Berhad, and its joint venture company Salcon Water (Asia) Ltd. Partner Rossana Chu is leading the transaction. Clayton Utz has advised ASX-listed Skilled Group Ltd in respect of its proposed acquisition of Broadsword Marine Contractors Pty Ltd for approximately A$75.5 million (US$71.3m). The transaction was announced to the market on 17 June 2013 and closed in early July 2013. The acquisition complements the existing manning and marine logistics services provided by Skilled Group’s Offshore Marine Services business and should position the company to capitalise on the strong pipeline of opportunities in the oil and gas sector, in particular, floating LNG projects. Partner Andrew Walker led the transaction. Clifford Chance has advised PSA International Pte Ltd, through its wholly-owned subsidiary, in respect of the agreement with International Container Terminal Services Inc (ICTSI) to develop, construct and operate the container port terminal and facilities located in the Peninsula of Aguadulce, Buenaventura, Valle del Cauca, Colombia (the Aguadulce Port Project). PSA is one of the leading global port groups with port projects across Asia, Europe and the Americas and flagship operations in Singapore and Antwerp. Partner Lee Taylor led the transaction. Davis Polk has advised the underwriters, composed of Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, Goldman Sachs International, The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch, Pierce, Fenner & Smith Inc, Mizuho Securities USA Inc and Samsung Securities Co Ltd, in respect of a concurrent SEC-registered Schedule B debt offering by The Export-Import Bank of Korea (KEXIM) of US$500 million of its floating-rate notes due 2016 and US$500 million of its 2.875 percent senior notes due 2018. 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 by Yulchon as to Korean law. Davis Polk has also advised the underwriters, composed of Citigroup Global Markets Inc, Credit Suisse Securities (USA), Deutsche Bank AG Singapore Branch, KDB Asia Ltd, Mizuho Securities USA Inc and Standard Chartered Bank, in respect of a SEC-registered Schedule B debt offering by The Korea Development Bank of US$750 of its 3 percent notes due 2019. Korea Development Bank is a wholly state-owned bank in South Korea. It was founded in 1954 in accordance with The Korea Development Bank Act to finance and manage major industrial projects to expedite industrial development and enhance the national economy. Partners Eugene C Gregor and John D Paton led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and by Bae, Kim & Lee as to Korean law. Gadens has advised Cash Converters in respect of the launch of its senior unsecured notes offer valued between A$50 million (US$47.2m) to A$60 million (US$56.7m). The notes, which were offered at 7.95 percent for a maximum term of 5 years, will refinance existing indebtedness and assist with general corporate purposes of the Cash Converters group. The note issuance, which is to be offered in the domestic Australian market to professional and sophisticated investors, forms part of the long-term financing requirements of the Cash Converters group. Partners Chris Fanning and Jon Denovan led the transaction. Hadiputranto, Hadinoto & Partners (a member firm of Baker & McKenzie International), advised PT Siloam International Hospitals Tbk (Siloam) in relation to its initial public offering of new shares in Indonesia and outside Indonesia by foreign trance. Partner Indah N. Respati led the team. Hadiputranto, Hadinoto & Partners additionally advised Deutsche Bank AG, Hong Kong branch as the Sole Book Runner and Lead Manager in relation to the issuance of US $365 million Senior Secured Notes (notes) due in 2018 by Ottawa Holdings Pte Ltd., guaranteed by PT Bhakti Investama Tbk. The notes were sold to institutional investors in the United States under Rule 144A and Regulation S of the US Securities Act, and listed on the Singapore Exchange Securities Trading Limited. Partner Rambun Tjajo led the team. Khaitan & Co has advised Thomson Reuters India Services Private Ltd India and Thomson Reuters Corporation Pte Ltd Singapore in respect of the 100 percent acquisition of Omnesys Technologies Private Ltd. Thomson Reuters is the one of the world’s leading sources of intelligent information for businesses and professionals. Partner Rabindra Jhunjhunwala, with assistance from executive director Daksha Baxi and partners Sanjay Sanghvi, Rajiv Khaitan and Anand Mehta, led the transaction. Khaitan & Co has also advised Mahindra Lifespace Developers Ltd in respect of the private placement of secured, listed, rated, redeemable, 10.78 percent YTM, non-convertible debentures for US$84.16 million. Mahindra Lifespace, the real estate development arm of the Mahindra Group, is a subsidiary of Mahindra & Mahindra Ltd. Partner Nikhilesh Panchal piloted the transaction. Kirkland & Ellis has represented ReneSola Ltd in respect of its US$70 million registered direct offering of American depositary shares together with warrants to initially purchase up to 10.5 million shares of the company. The securities were offered pursuant to an effective shelf registration statement filed by the company with the Securities and Exchange Commission. Roth Capital Partners acted as the placement agent. Partners David Zhang, Benjamin Su and Angela Russo spearheaded the transaction. Latham & Watkins has represented Citigroup Global Markets Inc, China Renaissance Securities (Hong Kong) Ltd and UBS AG Hong Kong Branch as the initial purchasers in respect of the US$600 million 2.5 percent convertible bonds due 2018 issuance by Qihoo 360 Technology Co Ltd, a Chinese Internet and mobile security products and services provider whose ADSs are listed on the NYSE. The bonds are convertible into the listed ADSs of Qihoo 360, based on an initial conversion rate of 9.0119 ADS per US$1,000 principal amount of bonds. Citigroup was the sole global coordinator. The issue is reported to be the largest ever issued by a US-listed mainland company and the largest dollar convertible bond in Asia since 2011. Partner Eugene Lee led the transaction whilst King & Wood Mallesons acted as PRC counsel. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel to Qihoo 360 Technology Co Ltd whilst Kirkland & Ellis acted as US counsel and Commerce & Finance Law Offices acted as PRC counsel. Locke Lord has acted as US counsel to Duff & Phelps as financial advisor to the Independent Committee of the Board of Directors of Camelot Information Systems Inc, a leading provider of enterprise application services and financial industry information technology services in China, in respect of a going-private transaction valued at US$98.2 million. Partners Whit Roberts and Charles Wu steered the transaction. Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to CIFI Holdings (Group) Co Ltd in respect of with its issuance of US$225 million 12.25 percent senior guaranteed notes due 2018. The notes will be listed on the HKSE and consolidated to form a single class with the US$275 million 12.25 percent senior guaranteed notes issued on 15 April 2013. CIFI is engaged in property development, property investment and property management business in the PRC. Partner Christine Chang led the transaction whilst Sidley Austin acted as Hong Kong and US counsel and Commerce & Finance Law Offices acted as PRC counsel. Davis Polk & Wardwell, led by partner William F Barron, acted as US counsel to the joint lead managers composed of Citigroup Global Markets Ltd, Standard Chartered Bank, Deutsche Bank AG Singapore Branch, HSBC and Haitong International Securities Company Ltd. The initial purchasers were advised by Jingtian & Gongcheng as to PRC law. Morrison & Foerster has advised China ZhengTong Auto Services Holdings Ltd in respect of its US$335 million 4.5 percent credit enhanced bond offering due 2018. The offering is China’s first offshore credit enhanced bond offering by non-SOE issuers with standby letter of credit support from Bank of China. It is also the first offshore US dollar bond deal from the Chinese auto sector. China ZhengTong Auto is a leading 4S dealership group in China, with a diversified brand portfolio covering 22 iconic auto brands, including Audi, BMW, Jaguar, Porsche and Volvo. JP Morgan acted as the sole global coordinator for the offering, and as joint book-runner and joint lead manager with the Bank of China and Credit Suisse. Partners Melody He-Chen and Ven Tan led the transaction. Paul, Weiss, Rifkind, Wharton & Garrison has advised Tencent Holdings Inc, a leading provider of comprehensive internet services in China, in respect of its agreement to enter into a strategic cooperation with Sohu.com Inc and Sogou Inc that will reinforce and strengthen Sogou’s position as a leader in the fast-growing China market for search and internet services, particularly for the mobile platform. Tencent invested a net amount of US$448 million in cash in Sogou and is transferring its Soso search-related businesses and certain other assets to Sogou. Partner Jeanette Chan led the transaction which was signed and closed on 16 September 2013. Shearman & Sterling, led by partner Paul Strecker, is representing Credit Suisse Securities (USA) LLC, as financial advisor to the board of directors of Sohu.com Inc. Rodyk & Davidson has acted for the RB Capital Group Singapore in respect of its acquisition of 16 ground floor river-fronting retail units at The Quayside Singapore and the adjoining Gallery Hotel Singapore for a total of S$301.5 million (US$240.8m). The retail units at The Quayside Singapore have a leasehold interest of slightly over 80 years, and its acquisition gives the RB Capital Group a 40 percent share value in the mixed development which also comprises 79 residential apartments. The Gallery Hotel Singapore is a freehold 10-storey boutique with a gross floor area of approximately 153,700 sq ft. With the strategic acquisitions, the RB Capital Group is well-placed to refresh and reconceptualise the entire area as a quality modern food and beverage, retail and lifestyle hub. Partners Norman Ho, Lee Chau Hwei and Catherine Lee led the transaction. Ropes & Gray has advised private equity firm TPG Capital in respect of its strategic investment in Beijing-based Xinyuan Real Estate Co Ltd, a Chinese real estate developer. TPG Capital invested approximately US$108.6 million through the purchase of convertible notes and common shares. Partners Gary Li, Daniel Anderson and Paul Boltz led the transaction. WongPartnership is acting for Changi Airport Group (Singapore) Pte Ltd in respect of Project Jewel, a project for the development, construction, lease and management of the iconic aviation-related mixed-use complex at Changi Airport, and in the joint venture with CMA Singapore Investment (6) Pte Ltd for the project. Partners Mark Choy, Chan Sing Yee, Dorothy Marie Ng, Tan Teck Howe, Christopher Chuah and Lesley Tan acted on the matter. WongPartnership is also acting for Jacobs Engineering Group Inc in respect of the acquisition of Sinclair Knight Merz for approximately A$1.3 billion (US$1.2b). Partner Ong Sin Wei led the transaction. |
Deals – 19 September 2013
Allen & Gledhill has advised ARA Trust Management (Suntec) Ltd as manager of Suntec REIT and Suntec REIT MTN Pte Ltd in respect of the establishment of a US$1.5 billion euro medium term note programme. The notes to be issued pursuant to the programme are unconditionally and irrevocably guaranteed by HSBC Institutional Trust Services (Singapore) Ltd in its capacity as trustee of Suntec REIT. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised SB REIT Management Pte Ltd, as manager of Soilbuild REIT, and Soilbuild Group Holdings Ltd, as sponsor, in respect of the issuance of approximately 586.5 million units representing undivided interests in Soilbuild REIT and the IPO and listing of Soilbuild REIT on the SGX-ST. The gross proceeds raised were approximately S$457.5 million (US$362.5m). Partners Jerry Koh, Long Pee Hua and Teh Hoe Yue led the transaction. Allen & Overy has advised CPI International Minerals Co Ltd (CPIIM), a wholly-owned subsidiary of China Power Investment Corporation, in respect of the conclusion of the mining convention for CPIIM’s world-scale alumina project in the Republic of Guinea. The convention, which was signed in Conakry, the capital, on 6 September 2013, constitutes a cornerstone for the US$6 billion project which encompasses a bauxite mining operation with an annual target production volume of 4 million tones, a world class alumina refinery, and a range of associated infrastructure, including a dedicated deep water port and coal-fired power plant which will provide additional power to Conakry. Partners Matthias Voss and Alexandre Ancel, supported by partner Meredith Campion, led the transaction. The Government of Guinea was advised by King & Spalding and Mohamed Sidiki Sylla of Guinea firm Sylla & Partners. Appleby has acted as Bermuda and British Virgin Islands counsel to Credit Suisse AG Singapore Branch in respect of its US$30 million secured loan facility to Golden Chance (Saigo) Ltd and its US$19.5 million subscription of non-listed warrants issued by Century Ginwa Retail Holdings Ltd, a company incorporated in Bermuda and listed on the HKSE. Golden Chance is a wholly owned subsidiary of Century Ginwa, which is primarily engaged in the operation of department stores, shopping malls and supermarkets in China. The proceeds of the loan are for general refinancing within the Century Ginwa group and for general working capital purposes, while the proceeds from the issue of the warrants will enable Century Ginwa to raise capital and broaden its shareholder base. Partner Jeffrey Kirk led the transaction whilst Allen & Overy advised as to Hong Kong law. Appleby has also acted as Bermuda counsel to SGX-ST main board-listed Bermuda company Tsit Wing International in respect of a mandatory cash offer by Hero Valour Ltd to acquire the entire share capital of Tsit Wing, other than shares owned, controlled or agreed to be acquired by Hero Valour, at S$0.3075 (US$0.244) per share, with an aggregate worth of approximately S$65.48 million (US$52m). The offer was made by DBS Bank Ltd on behalf of Hero Valour, a BVI special purpose vehicle wholly owned by Tsit Wing’s chairman and chief executive officer Peter Wong, to be followed by a compulsory acquisition of shares under section 103 of the Bermuda Companies Act. Partner John Melia led the transaction whilst Harry Elias Partnership acted as Singapore counsel. Stamford Law Office acted as Singapore counsel to Hero Valour. Azmi & Associates has acted for Malaysian Building Society Berhad, a subsidiary of the Malaysian largest pension fund EPF, in respect of an Islamic structured term financing facility of US$66.5 million for a university campus construction under the PFI initiative. Partners Ahmad Lutfi and Farhah Hayati led the transaction. Azmi & Associates has also advised Ramdawi Sdn Bhd, Datuk Rameli Musa and Dato’ Dr Ab Wahab Ismail in respect of their conditional take-over offer to acquire the remaining ordinary shares in Ingress Corporation Berhad not already owned by them at an offer price of RM1.85 (US$0.57) per offer share. On 21 August 2013, they acquired Ingress following the completion of the bulk transfer for the remaining Ingress shares. The transaction was led by partners Serina Abdul Samad and Siti Zurina Sabarudin. Clyde & Co is advising biotechnology company FibroGen in respect of its strategic collaboration with AstraZeneca to develop and commercialise FG-4592, a first-in-class oral compound in the late stages of development. Under the transaction, AstraZeneca will provide FibroGen with a committed upfront and subsequent non-contingent payments totalling US$350 million, as well as potential future development related milestone payments of up to US$465 million. Through this collaboration, FibroGen and AstraZeneca will undertake the extensive FG-4592 Phase III development program for the US, and with Phase III trials in China. The anticipated regulatory filings are expected in China in 2015 and the US in 2017. Once commercialised, FG-4592 will be used in the treatment of anaemia associated with chronic kidney disease and end-stage renal disease. Partner Michael Cripps is leading the transaction whilst Cooleys is advising on the US aspects of the collaboration. Gadens has advised a consortium of private investors in respect of Wesfarmers Ltd’s A$304 million (US$284m) capital raising for its Bunnings business. The bond issue involved A$271 million (US$253m) senior bonds and A$33 million (US$30.8m) residual value notes linked to lease payments from a portfolio of 15 Bunnings Warehouse properties. Partners Paul Brown and John Grimble led the transaction. Herbert Smith Freehills acted for Wesfarmers Ltd whilst Lander & Rogers worked on the real estate aspects. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT EMP Energi Indonesia, a subsidiary of IDX listed PT Energi Mega Persada Tbk (Energi Mega), in respect of the sale and purchase agreement and ancillary documents for the divestment of a 10 percent stake in Masela PSC block (Abadi LNG project) to its existing partners, INPEX Masela Ltd (INPEX) and Shell Upstream Overseas Services (I) Ltd (Shell). Following completion of the divestment, INPEX will have a 65 percent stake in the Masela PSC block while Shell will hold the remaining 35 percent. Foreign legal consultant Norman Bissett led the transaction. Hogan Lovells has closed on 6 September 2013 two block trade transactions for a combined value of over HK$2.4 billion (US$309.5m). In the first transaction, the firm advised UBS AG as the sole placing agent in respect of a placement of approximately 52.4 million new H-shares in Tong Ren Tang Technologies Co Ltd, raising approximately HK$1.2 billion (US$154.7m). Tong Ren Tang is a leading Chinese pharmaceutical company engaged in the production and distribution of Chinese medicines. In addition, the firm advised CLSA Ltd and CITIC Securities Corporate Finance (HK) Ltd as the joint placing agents in respect of a placement of 180 million existing shares in Xinyi Glass Holdings Ltd by the controlling shareholders, raising approximately HK$1.2 billion (US$154.7m), and the issue of 120 million new shares in Xinyi Glass to one of the selling controlling shareholders. Xinyi Glass is a leading Chinese glass company engaged in the production of float glass, automobile glass and construction glass products. Both Tong Ren Tang and Xinyi Glass are listed on the HKSE. The team advising on both transactions was led by partners Terence Lau and Thomas Tarala. Khaitan & Co has advised Quest Diagnostics Inc in respect of the sale of Quest Diagnostics India Private Ltd’s HemoCue branded diagnostic kits import and distribution business to DHR Holding India Private Ltd, a subsidiary of Radiometer Aps, as a part of the transaction involving global acquisition by Radiometer Aps of Hemocue AB Sweden, subsidiary of Quest Diagnostics Inc USA, for US$300 million. Partner Rabindra Jhunjhunwala led the transaction with assistance from executive directors Daksha Baxi and Dinesh Agrawal. Khaitan & Co has also advised Toshiba Corporation in respect of its acquisition of Vijai Electricals Ltd’s Hyderabad based power transformer, distribution transformer and switchgear businesses for approximately US$200 million. Toshiba Corporation is a Japanese multinational engineering and electronics conglomerate headquartered in Tokyo, Japan. Partners Ganesh Prasad and Aakash Choubey led the transaction with assistance from executive directors Daksha Baxi and Dinesh Agrawal and partners Sanjeev Kapoor and Avaantika Kakkar. Maples and Calder has acted as Cayman Islands counsel in respect of the launch of Templeton Global Bond Fund Foreign Currency Series, a series trust of Citi Investment Trust (Cayman). The series trust was established by Citigroup First Investment Management Ltd as manager and CIBC Bank and Trust Company (Cayman) Ltd as trustee. The investment objective of the series trust is to maximise total investment return consisting of a combination of interest income, capital appreciation and currency gains. The series trust will seek to achieve this objective through investment mainly in a US$ denominated share class of Templeton Global Bond Fund, a sub-fund of Franklin Templeton Investment Funds. Partner Nick Harrold led the transaction whilst Japanese legal advice was provided by Mori Hamada & Matsumoto. Norton Rose Fulbright has advised the Republic of Indonesia through Perusahaan Penerbit SBSN Indonesia III, a special purpose vehicle, in respect of the update and upsize of its global Islamic trust certificate programme and the issuance of US$1.5 billion trust certificates under the programme. The settlement date for the issuance is 17 September 2013. The transaction was the largest sukuk offering to date by the Republic and was offered outside the US pursuant to Regulation S of the US Securities Act 1933 and to qualified institutional buyers in the US pursuant to Rule 144A of the US Securities Act. The transaction was executed in line with the Republic of Indonesia’s funding roadmap for 2013 and its ongoing objective of promoting Islamic finance in Asia. Of counsel Ferzana Haq and partner Andrew Bleau led the transaction. The firm also acted as the listing agent of the certificates on the SGX and as counsel for Deutsche AG Singapore Branch, Citigroup Global Markets Inc and Standard Chartered Bank as the joint lead managers and The Bank of New York Mellon as the trustee of the programme and the issuance. Paul Hastings has represented Tenwow International Holdings Ltd in respect of its US$203 million global offering and IPO on the Main Board of the HKSE. Deutsche Bank and HSBC were the joint global coordinators and joint sponsors of the offering whilst China International Capital Corporation, Deutsche Bank and HSBC were the joint book-runners and joint lead managers. Tenwow International is a leading packaged food and beverage producer and is one of the largest distributors of packaged food and beverages in China. Net proceeds from the offering will mainly be used to finance the capital expenditures required in connection with the company’s expansion of production capacity at its existing facilities and the construction of new production facilities in Chengdu, Sichuan, as well as to expand its distribution network into new regions such as northeast and southwest China. Partners Raymond Li, Sammy Li and Steven Winegar led the transaction whilst Appleby, led by partner Judy Lee, acted as Cayman counsel and Commerce and Finance Law Offices acted as PRC counsel. Simpson Thatcher & Bartlett advised the joint sponsors and underwriters as to Hong Kong and US law whilst Jingtian & Gongcheng advised as to PRC law. Rajah & Tann is advising Sugih Energy Pte Ltd, a direct wholly-owned subsidiary of the Indonesia Stock Exchange-listed PT Sugih Energy Tbk, in respect of the voluntary conditional cash partial offer by PrimePartners Corporate Finance Pte Ltd, for and on behalf of Sugih Energy Pte Ltd, to acquire 51 percent of the issued ordinary shares in the capital of Ramba Energy Ltd. The offer will not be made unless and until certain pre-conditions are satisfied or waived. The main businesses of Ramba and its subsidiaries are oil and gas exploration and production in Indonesia and supply chain related logistic services in the region. The transaction was announced on 6 September 2013 and is still ongoing. Partners Chia Kim Huat and Teo Yi Jing are leading the transaction which was valued at approximately S$110 million (US$87m). Rajah & Tann is also advising China Minzhong Food Corporation Ltd in respect of the mandatory conditional cash offer by UOB Kay Hian Private Ltd, for and on behalf of PT Indofood Sukses Makmur Tbk, for all the issued and paid-up ordinary shares in the capital of China Minzhong, other than those held by the company as treasury shares and those shares owned, controlled or agreed to be acquired, directly or indirectly, by UOB Kay Hian at the date of the offer. The offer was declared unconditional on 4 September 2013 and values the China Minzhong at S$734.1 million (US$581.7m). China Minzhong is a leading agricultural enterprise and is headquartered in Putian City, Fujian Province, the People’s Republic of China. Indonesia Stock Exchange-listed UOB Kay Hian’s business activities may be classified into four complementary strategic business groups, namely consumer branded products group; Bogasari group, which is primarily a producer of wheat flour and pasta; agribusiness group; and distribution group. Partners Chia Kim Huat and Soh Chai Lih are leading the transaction which was valued at approximately S$440 million (US$348.7m) and is still on-going. Rodyk & Davidson has acted for Heeton Holdings Ltd in respect of its establishment of a S$300 million (US$237.7m) multicurrency debt issuance programme, under which Heeton Holdings may issue senior or subordinated perpetual securities in various amounts and tenors. The programme was solely arranged by DBS Bank whilst DBS Trustee Ltd has been appointed trustee of the holders of the notes. Corporate partner Valerie Ong, supported by partner Au Yong Hung Mun, led the transaction. Rodyk & Davidson has also acted for I8 Investment Holding Co Pte Ltd in respect of its acquisition and leaseback of 50 Keong Saik Road (also known as Hotel 1929) worth S$35 million (US$27.7m). Partner Leong Pat Lynn led the transaction. Shook Lin & Bok is acting for United Envirotech Ltd in respect of its proposed acquisition of Memstar Pte Ltd and certain assets from Memstar Technology Ltd for S$293.4 million (US$232.4m). Partners Wong Gang and Tan Wei Shyan led the transaction. Stamford Law is advising KH Foges Pte Ltd, the Singapore-based subsidiary of Bombay-listed Readymade Steel India Ltd, a manufacturer of iron and steel products, in respect of the acquisition of PSL Engineering Pte Ltd and Rotary Piling Pte Ltd from Singapore-listed PSL Holdings Ltd for S$14.9 million (US$11.8m). Director Yap Wai Ming is leading the transaction. Sullivan & Cromwell has advised in respect of the completion of the national security review by the Committee on Foreign Investment in the United States (CFIUS) of the proposed acquisition by Shuanghui International Holdings Ltd of Smithfield Foods Inc. Although the CFIUS process has concluded, the acquisition, which would be the largest acquisition of a US company by a Chinese investor to date, remains subject to other closing conditions, including approval of Smithfield shareholders. Shuanghui, a Hong Kong-based company that owns a variety of businesses in the food and logistics sectors, including a majority interest in China’s largest meat processor, entered into an agreement in May 2013 to acquire Smithfield, a Virginia-based company and the world’s largest hog producer and pork processor. The parties conditioned the closing of the transaction upon a CFIUS clearance and submitted their voluntary notice to CFIUS in June 2013. Trilegal has advised Bombay Stock Exchange-listed Virinchi Technologies Ltd, an IT products and solutions company focusing on the financial services industry, in respect of its all-cash acquisition of a majority stake in Asclepius Consulting Private Ltd, a company focusing on IT products in the healthcare sector. Partner D Pavan Kumar led the transaction which was completed on 3 September 2013. Watson, Farley & Williams has advised Bayerngas UK Ltd (BGUK) in respect of the acquisition by its subsidiary Bayerngas Europe Ltd of a 13 percent interest in the Babbage Field from Centrica Resources Ltd. Located in the UK Southern North Sea, the Babbage Field has been producing gas since 2010. BGUK is a wholly-owned subsidiary of Bayerngas Norge AS with upstream operations in Norway, Denmark and the UK. These include interests in five oil and gas fields, three fields under development and 61 exploration and production licenses. Completion remains subject to certain conditions, including regulatory approval, but the other partners will be E.ON (operator, 47 percent) and Dana Petroleum (E&P) Ltd (40 percent). Partner Chris Kilburn, with assistance from partner Richard Stephens, led the transaction. |