Allen & Gledhill has advised Singapore Telecommunications Ltd (SingTel) in respect of the acquisition, through its wholly-owned subsidiary SingTel International Investments Private Ltd, of 3.62 percent of the shares in Bharti Telecom Ltd from MacRitchie Investments Pte Ltd. Partners Michele Foo, Yap Lune Teng and Sophie Lim led the transaction which was valued at approximately INR18.6 billion (US$289.57m).
Allen & Gledhill has also advised ARA Asset Management (Fortune) Ltd, the manager of Fortune REIT, in respect of a private placement of new units in Fortune REIT to raise gross proceeds of approximately HK$975 million (US$125.7m). Partners Jerry Koh, Foong Yuen Ping and Teh Hoe Yue led the transaction. Allens has advised DUET Group and its wholly-owned subsidiary DBP Development Group in respect of an agreement with Chevron Australia to build, own and operate the domestic gas pipeline for the Chevron-operated Wheatstone Project, and an associated A$100 million (US$92.67m) capital raising. Due for completion in late 2014, the A$94.9 million (US$88m) project will link the Wheatstone Project’s domestic gas plant to DUET’s majority-owned Dampier to Bunbury Natural Gas Pipeline. This project facilitates the continuing development of the domestic gas market in Western Australia. By the end of 2022, the number of domestic gas suppliers in WA is expected to increase from seven to 10, with the completion of domestic processing facilities at Macedon, Gorgon and Wheatstone. These three facilities are all expected to be connected to the Dampier to Bunbury Natural Gas Pipeline. Partners Michael Hollingdale, Tracey Greenaway and Marc Kemp led the transaction. Allens has also advised NYSE-listed Jacobs Engineering Group Inc in respect of its A$1.3 billion (US$1.2b) acquisition of Australia’s Sinclair Knight Merz (SKM). Jacobs is one of the world’s largest providers of professional technical services. With 2012 revenue of nearly US$11 billion, Jacobs offers diverse support to industrial, commercial and government clients across industries. Formed as a private company in Sydney in 1964, SKM is a leading projects firm with global capability in engineering, consulting and project delivery, and fee income of more than A$1 billion (US$928.3m). The merger proposal will be implemented by way of two separate but inter-conditional schemes of arrangement between SKM and its shareholders, which (subject to court approval) will be voted on by SKM shareholders at meetings expected to be held in late 2013. Partner Julian Donnan led the transaction whilst Paul Hastings acted as US counsel. Amarchand & Mangaldas & Suresh A Shroff Co has advised Frost International Ltd in respect of its acquisition of shares representing 33.54 percent of the total issued and paid up capital of Agros Impex India Private Ltd from Vinod Agarwal and Anshu Agarwal, the original promoters of Agros. Frost entered into a share purchase agreement with, inter-alia, Vinod Agarwal and Anshu Agarwal to acquire all the shares held by the sellers in Agros, a company primarily engaged in installing, operating and establishing the infrastructure for manufacture, distribution, sale of HSRP in various states across India. Pursuant to the acquisition, Frost, together with its affiliates, gained 100 percent control of Agros. The acquisition was paid for in cash. Partner Akila Agrawal led the transaction which was completed on 7 August 2013. Amarchand & Mangaldas & Suresh A Shroff Co has also advised Jindal Steel & Power Ltd and JM Financial Institutional Securities Private Ltd, the manager to the buy-back, in respect of Jindal’s proposal to buy-back its equity shares with face value of INR1 (US$0.015) each, up to a maximum buy-back size of INR1,000 crores (US$155.4m), excluding transaction costs, by open market purchases through the stock exchanges at a maximum buy-back price of INR261 (US$4.05) per equity share. The buy-back was approved by Jindal’s board of directors on 30 August 2013 and the public announcement was published on 6 September 2013. The opening and closing dates of the buy-back are 12 September 2013 and 11 March 2014, respectively. The transaction is one of the first buy-back offers to be launched after the recent amendments to the Buy-Back Regulations in August 2013 and is also one of the largest buy-back offers undertaken by a listed company in India. Partner Prashant Gupta led the transaction. Appleby has acted as British Virgin Islands, Isle of Man and Jersey counsel for the Nan Fung Group, one of Hong Kong’s largest privately owned property developers, in respect of its investment into Chinese developer Forterra Trust, including the purchase of Oriental Management Services Ltd (OMS) and its related subsidiaries. The underlying assets of OMS include the trustee-manager and property manager of the Forterra Trust. Nan Fung will acquire 29.98 percent of the units of the Forterra Trust at approximately US$178 million and the entire shareholding of OMS, which owns Forterra Real Estate Pte Ltd and Treasury Holdings (Shanghai) Property Management Co Ltd, at approximately US$23 million. Nan Fung’s acquisition signals its interest to expand its presence in the commercial property sector in China. Partner John Melia led the transaction whilst Deacons advised as to Hong Kong law. Azmi & Associates has advised Zecon Medicare Sdn Bhd, a wholly owned subsidiary of Zecon Berhad, in respect of the concession agreement among Zecon Medicare, the Government of Malaysia as represented by Ministry of Education, and Universiti Kebangsaan Malaysia (UKM), for the planning, designing, financing, development, construction, landscaping, equipping, installation, completion, testing, commissioning of a Children’s Specialist Hospital at UKM and subsequently carrying out the asset management services for the hospital which has a total construction cost of RM606 million (US$185m). The concession period is 30 years and construction is expected be completed within 54 months from its commencement. Partner Rosinah Mohd Salleh led the transaction. Clifford Chance has advised AMP Capital in respect of its proposed establishment of a joint venture funds management company with China Life Asset Management Company, a subsidiary of China Life Insurance China access to China (Group) Company, China’s largest insurance group and the world’s largest listed insurance company by market capitalisation. The JV will operate as China Life AMP Asset Management, offering retail and institutional investors in China mutual funds in domestic equities and fixed income products. This will be China Life’s first JV in China with a foreign partner in funds management, and also the first Chinese insurance company to take advantage of recently enacted China Insurance Regulatory Commission’s revised regulations allowing insurance companies to establish funds management companies. AMP Capital will hold a 15 percent stake in the JV with China Life holding the remaining 85 percent stake. Partner Terence Foo with partner Danny Simmons led the transaction. Davis Polk has advised The Hongkong and Shanghai Banking Corporation Ltd as underwriter in respect of an SEC-registered Schedule B debt offering by KEXIM of US$300 million of its 3.75 percent notes due 2016. The notes are consolidated and form a single class of notes with KEXIM’s US$700 million aggregate principal amount of 3.75 percent notes due 2016 issued on 20 April 2011. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partners Eugene C Gregor and John D Paton led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Shin & Kim as to Korean law. Davis Polk has also advised Citigroup Global Markets Ltd, Credit Suisse (Hong Kong) Ltd, DBS Bank Ltd and CIMB Bank (L) Ltd as joint book-runners and lead managers in respect of a Regulation S offering of US$400 million zero coupon convertible bonds due 2018 by Advanced Semiconductor Engineering Inc (ASE), the world’s largest independent provider of semiconductor packaging and testing services based on 2012 revenues. ASE’s shares are listed on the Taiwan Stock Exchange and its ADSs are listed on the NYSE. Partner James C Lin led the transaction. Baker & McKenzie advised ASE as to Taiwan law. Jingtian & Gongcheng advised the joint bookrunners as to PRC law. Deacons has advised Haitong International Capital Ltd and Haitong International Securities Company Ltd in respect of Goldenmars Technology Holdings Ltd’s IPO and listing of 60 million shares on the Growth Enterprise Market of the HKSE. Goldenmars is principally engaged in manufacturing and sales of DRAM modules and trading of DRAM chips. It also manufactures and sells other e-storage devices. Dealing of Goldenmars shares on the HKSE commenced on 9 September 2013. Partner Ronny Chow led the transaction which was valued at US$8 million whilst King & Wood Mallesons advised as to PRC law. Angela Ho & Associates acted as Hong Kong counsel and Maples and Calder, led by partner Christine Chang, acted as Cayman Islands counsel for Goldenmars whilst AllBright Law Offices also advised on the transaction. Drew & Napier has acted for SGX-ST listed Hengyang Petrochemical Logistics Ltd in respect of the dilution of 35 percent equity interest in its principal subsidiary Hengyang Holding Pte Ltd (HHPL) to a company owned by Macquarie Everbright Greater China Infrastructure Fund LP, a global infrastructure fund managed by Macquarie and Everbright, for approximately RMB271.25 million (US$44.3m). HHPL is a leading logistics service provider primarily engaged in the storage and transportation of liquid petrochemicals in China. The proceeds raised by HHPL will be used to fund the group’s business expansion along the Yangtze River and corporate restructuring exercise. Directors Sin Boon Ann and Yap Siew Ling led the transaction. Drew & Napier has also acted for Daikin Industries Ltd in respect of its acquisition of PT Tatasolusi Pratama (TSP) from the Kirkham group and two other individuals for US$14.5 million. TSP is a leading distributor of heating, ventilation and air-conditioning (HVAC) systems in Indonesia. Daikin is a Japanese multinational air conditioner manufacturing company headquartered in Osaka which has operations in Japan, China, Australia, India, Southeast Asia, Europe and North America. By this acquisition, Daikin intends to leverage on TSP’s sales network and expertise in the Indonesian commercial HVAC equipment market. Daikin also intends to expand its presence in the commercial market (including Japanese, European and US firms expanding into Indonesia) by leveraging on TSP’s know-how. Directors Sin Boon Ann and Yap Siew Ling also led the transaction. Ince & Co Middle East (Dubai Branch) has advised United Arab Shipping Company (UASC) in respect of the bespoke shipbuilding contracts and related documentation in UASC’s largest ever newbuilding order. The order is for ten container ships, along with option agreements for seven further vessels, with Hyundai Heavy Industries in Korea. The construction of the five 18,000 twenty-foot-equivalent units (TEU) (with one option) and 14,000 TEU (with six options) will be amongst the largest and most environmentally friendly container ships ever built. The first scheduled delivery is at the end of 2014. UASC is a global shipping company based in the Middle East. Founded in 1976, UASC is present in more than 75 countries and covers over 200 ports and destinations worldwide. Upon delivery of the above vessels, UASC will become one of the largest container line companies in the world. Partner Peter Measures piloted the transaction. Khaitan & Co has advised DBS Bank Ltd Mumbai branch in respect of an external commercial borrowing facility of US$10 million availed by IPCA Laboratories Ltd. DBS Bank is a leading financial services group in Asia, with over 200 branches across 15 markets. Partner Devidas Banerji led the transaction. Khaitan & Co has also advised Bajaj Corp Ltd in respect of the acquisition of the entire intangible assets, including the trademarks of “NOMARKS” brand, from Ozone Ayurvedics India and Ozone UK Ltd. Bajaj Corp is a public listed company and is India’s leading business house in fast moving consumer goods (FMCG) sector with major brands in the hair care sector. Partner Anand Mehta led the transaction with assistance from partner Sanjay Sanghvi. Kirkland & Ellis has represented L Capital Asia, the Asian private equity arm of LVMH Moët Hennessy Louis Vuitton SA (LVMH), in respect of the recent closing of its second private equity fund. The fund was oversubscribed and closed at its hard cap of US$950 million, exceeding its original target of US$800 million. The fund, which will make investments in Asia’s lifestyle-consumer and branded goods sectors, accepted commitments from a broad mix of global institutional investors, including sovereign wealth funds, pension plans, endowments and foundations, diversified financial institutions and family offices. Partners Christopher Braunack, Justin Dolling and Mark Mifsud led the transaction. Kirkland & Ellis has also represented NYSE-listed Qihoo 360 Technology Co Ltd, one of the leading and fastest-growing internet companies and the top provider of internet and mobile security products in China, in respect of the global offering of US$550 million principal amount of convertible notes due 2018.The notes were offered to qualified institutional buyers pursuant to Rule 144A and non-US persons in offshore transactions in compliance with Regulation S. This was the largest-ever convertible bond issued by a US-listed Chinese company. Citigroup acted as the sole global coordinator whilst Citigroup, China Renaissance Securities and UBS acted as the joint bookrunners. The deal closed on 5 September 2013. Partners David Zhang, Benjamin Su, Fan Zhang and Angela Russo led the transaction. Mayer Brown JSM has advised Vietnamese government-owned and Vietnam-registered company Vietnam Shipbuilding Industry Group (Vinashin) in respect of its application in the High Court for sanction of a scheme of arrangement with certain of its creditors pursuant to a US$600 million facility. Vinashin was the fifth-largest shipbuilder in the world in 2008 and had liabilities of more than US$4.5 billion at the commencement of its financial restructure. Vinashin entered into consensual arrangements with other domestic and international creditors as part of its overall financial restructuring plan. The scheme became necessary due to the creditors of the US$600 million facility being unwilling to accept Vinashin’s debt restructuring proposals. Vinashin came under severe pressure from some of its loan creditors, who brought proceedings in the UK for summary judgment. Having successfully applied for a stay of those proceedings, the scheme was ultimately approved by creditors at a meeting in Singapore on 5 August 2013 and sanctioned by the High Court on 4 September 2013. The Court held that it had jurisdiction to sanction the scheme, even though Vinashin had no operations or assets in the UK, because the loans were governed by English law and subject to the non-exclusive jurisdiction of the English courts. Partner John Marsden led the transaction. Paul Hastings has represented Shuanghui International Holdings Ltd, owner of China’s largest publicly-traded meat processing enterprise, in respect of an agreement with Bank of China Ltd, Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (also known as Rabobank International), Credit Agricole Corporate and Investment Bank, DBS Bank Ltd, Natixis, The Royal Bank of Scotland plc, Standard Chartered Bank (Hong Kong) Ltd and Industrial & Commercial Bank of China (Asia) Ltd, whereby Shuanghui will obtain approximately US$4 billion in debt financing to fund its pending acquisition of NYSE-listed Smithfield Foods, the largest US publicly-traded pork processor and hog producer. As announced in May 2013, Shuanghui and Smithfield entered into a definitive merger agreement whereby Shuanghui would acquire Smithfield pursuant to a merger in which Smithfield shareholders will receive US$34.00 per share in cash for each share of Smithfield common stock that they own. The consummation of the merger is conditioned on Smithfield shareholder approval, certain regulatory approvals and other customary closing conditions. In addition, the funding of the US$4 billion credit facility is also subject to approval of the merger by Smithfield shareholders and certain other customary closing conditions. Partners Raymond Li, Vivian Lam, Michael Chernick, Mario Ippolito and Garrett Hayes spearheaded the transaction. Rajah & Tann is acting as Singapore counsel for Sound (HK) Ltd and Wen Yibo, the controlling shareholder of Sound Global Ltd, in respect of the proposed conditional cash exit offer by CIMB Bank Berhad Singapore branch and CIMB Securities Limited (HK), for and on behalf of Sound (HK), to acquire all the issued shares in and all the outstanding convertible bonds of SGX-ST and HKSE-listed Sound Global Ltd, other than those already owned, controlled or agreed to be acquired by the Sound (HK) consortium group, the undertaking shares and the undertaking bonds, in connection with the proposed voluntary delisting of Sound Global from the SGX-ST whilst retaining its listing on the HKSE. Based on the offer price of S$0.70 (US$0.55) per share, the group is valued at approximately S$1.07 billion (US$843.7m). The group is engaged in providing turnkey water and wastewater treatment solutions, management of water treatment plants and investments in build, operate and transfer projects, mainly in the PRC. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 28 June 2013 and is yet to be completed. Norton Rose Fulbright is acting as Hong Kong counsel for Sound (HK). Stamford Law Corporation is acting as Singapore counsel whilst Deacons is acting as Hong Kong counsel for Wen Yibo. Russin & Vecchi is acting as Vietnam counsel for Bank of America NA and Wells Fargo Bank National Association in respect of pledging Vietnamese collateral to secure existing term loan facilities and a revolving credit facility in the aggregate amount of US$2.3 billion. The loans under the facilities are made to various Novelis entities. Skadden, Arps, Slate, Meagher & Flom is also advising on the transaction. Russin & Vecchi has also advised Manila Water Company Inc (MWC), a subsidiary of Ayala Group, in respect of its participation in a private placement of 24 million primary shares in Saigon Water Infrastructure Corporation (SII) valued at US$15 million. SII is listed on the Ho Chi Minh City Stock Exchange and engages in water and water treatment in Vietnam. Upon completion of the transaction, MWC and its partner CII will become the majority shareholders of SII. Skadden, Arps, Slate, Meagher & Flom is representing Otsuka Pharmaceutical Co Ltd in respect of an agreement for the acquisition of all the outstanding shares of Astex Pharmaceuticals Inc for a purchase price representing a fully diluted equity value of approximately US$886 million. Otsuka intends to effect the transaction through a tender offer and expects to close the transaction early in the fourth quarter of 2013, subject to the satisfaction of customary closing conditions. Partners Kenton King and Mitsuhiro Kamiya led the transaction which was announced on 6 September 2013. Stamford Law Corporation is acting as Singapore counsel to SGX-ST and HKSE-listed Sound Global Ltd. in respect of the proposed exit offer by CIMB, for and on behalf of Sound (HK) Limited, in connection with the proposed voluntary delisting of Sound Global Ltd. from the SGX-ST. Based on the offer price of S$0.70 per share, the Group is valued at approximately S$1.07 billion. The Group is engaged in providing turnkey water and wastewater treatment solutions, management of water treatment plants and investments in build, operate and transfer projects, mainly in the PRC. Directors Bernard Lui and Lim Swee Yong are leading the Stamford Law team. Rajah & Tann is acting as Singapore counsel for Sound (HK) Limited and Wen Yibo, the controlling shareholder of Sound Global Ltd, Norton Rose Fulbright is acting as Hong Kong counsel for Sound (HK) Limited and Deacons is acting as Hong Kong counsel for Sound Global Ltd. Weil, Gotshal & Manges is representing NewQuest Capital Partners in respect of its preliminary non-binding proposal, through its affiliate CPI Ballpark Investments Ltd and on behalf of its affiliates and the funds it manages, to acquire all of China Hydroelectric Corporation’s (CHC) outstanding ordinary shares, including ordinary shares represented by CHC’s American depositary shares (ADSs), each representing three ordinary CHC shares, at US$0.99 in cash per ordinary share or US$2.97 in cash per ADS. NewQuest currently owns approximately 80.8 million CHC ordinary shares, representing approximately 49.83 percent of the total outstanding ordinary shares of CHC. In addition, NewQuest also holds options and warrants to acquire ordinary shares of CHC, which, if exercised in full, would increase its ownership of CHC to approximately 56.8 percent of its outstanding ordinary shares. The proposal specifies that it constitutes only a preliminary indication of its interest, and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. NYSE-listed CHC is an owner, developer and operator of small hydroelectric power projects in the PRC. Partner Akiko Mikumo is leading 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. Partners Mark Choy and Audrey Chng led the transaction which values China Minzhong at approximately S$734 million (US$578.27m). WongPartnership has also acted for Oversea-Chinese Banking Corporation Ltd and DBS Bank Ltd as the joint lead managers and joint book-runners in respect of the issue of S$100 million (US$78.78m) 4.5 percent fixed rate notes due 2018 under Tat Hong Holdings Ltd’s S$500 million (US$394m) multi-currency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee piloted the transaction. |
Deals – 12 September 2013
Deals – 5 September 2013
Allen & Gledhill has advised the manager of SPH REIT and Singapore Press Holdings, as sponsor, in respect of the real estate acquisition of a 99-year leasehold interest in Paragon for S$2.5 billion (US$1.95b) and The Clementi Mall for S$570.5 million (US$446.4m). Payment by SPH-REIT of part of the consideration for the properties was by way of issuance of units in SPH-REIT, which was listed on the SGX-ST on 24 July 2013. Partners Margaret Soh, Tan Boon Wah, Jerry Koh and Chua Bor Jern led the transaction.
Allen & Gledhill has also advised Overseas Union Enterprise Ltd (OUE), as sponsor of OUE Hospitality Trust (OUE H-Trust), the manager of OUE Hospitality Real Estate Investment Trust (OUE H-REIT) and the trustee-manager of OUE Hospitality Business Trust (OUE H-BT), in respect of the real estate acquisition of Mandarin Orchard Singapore for S$1.18 billion (US$923.36m) and Mandarin Gallery for S$525 million (US$410.8m), and on the hotel master lease agreement of Mandarin Orchard Singapore with OUE. OUE H-Trust was listed on the SGX-ST on 25 July 2013. Partners Ho Kin San, Jerry Koh and Chua Bor Jern led the transaction. Allen & Overy has advised Dutch development bank NederlanseFinancierings MaatschappijvoorOntwikkelingslanden (FMO), as part of a consortium which includes Hong Kong, Taiwanese and Korean banks, in respect of a US$90 million loan facility (subject to the exercise of a greenshoe option) to China Singyes Solar Technologies Holdings (Singyes), a professional renewable energy solution provider and building contractor. The loan is structured as A/B term-loan facilities, which comprise a US$25 million tranche provided by FMO with a maturity term of five years and a second tranche of US$65 million with a maturity term of three years. FMO and The Royal Bank of Scotland plc acted as joint mandated lead arrangers and book-runners. This is the first syndicated loan Singyes has raised since its listing in the HKSE and the second financing made by FMO in the China solar energy sector. The loan will be used primarily for developing Singyes’ projects in the China solar energy sector as well as capital expenditure and general working capital. Partner Roger Lui led the transaction whilst Appleby, led by partner Jeffrey Kirk, acted as Bermuda and British Virgin Islands counsel. Allen & Overy has also advised ING Group in respect of the KRW1.84 trillion (US$1.67b) sale of its South Korean life insurance business, ING Life Korea, to private equity firm MBK Partners, South Korea’s largest private equity group. This will be South Korea’s largest ever insurance transaction. With 1.3 million customers, ING Life Korea is the largest foreign life insurer in the country. The terms of the deal allow ING Life Korea to continue to operate under the ING brand for the next five years. ING will also provide MBK with advice and other technical support for one year to help ensure a smooth transition. While subject to regulatory approval, the deal is expected to close later this year. Partner Gary McLean led the transaction. AZB & Partners has advised Trent Ltd in respect of its acquisition from TVS Shriram Growth Fund I of approximately 1.8 million equity shares amounting to 24.95 percent of the share capital of Landmark Ltd. Partners Kalpana Merchant and Nandish Vyas led the transaction which was valued at US$15.2 million and was completed on 28 February 2013. AZB & Partners has also advised International Finance Corporation (IFC), an international organisation which includes the Republic of India, in respect of its approximately US$55 million investment in Fortis Healthcare Ltd (FHL) by subscription to FHL’s 550 foreign currency convertible bonds with a face value of US$100,000 each for an approximate stake of 6.23 percent in FHL, a public limited company incorporated under the laws of India and listed on the BSE and NSE. FHL is engaged in providing healthcare services across Asia. Partner Gautam Saha led the transaction which was completed on 9 June 2013. Davis Polk has advised the underwriters, comprising of Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, The Korea Development Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in respect of a US$500 million Schedule B debt offering of 2.875 percent notes due 2018 by Korea Finance Corporation. Korea Finance Corporation is a policy finance institution established by the Korean government to strengthen national competitiveness, promote job growth and contribute to the sound growth of the financial markets and national economy of the country. Partners Eugene C Gregor and John D Paton piloted the transaction. Korea Finance Corporation was advised by Cleary Gottlieb Steen & Hamilton as to US law and Kim & Chang as to Korean law. Davis Polk has also advised The Hongkong and Shanghai Banking Corporation as underwriter in respect of a US$250 million Schedule B debt offering of 4 percent notes due 2016 by The Korea Development Bank (KDB). The notes are consolidated and form a single class of notes with KDB’s US$750 million 4 percent notes due 2016 issued on 9 March 2011. Partners Eugene C Gregor and John D Paton also led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and Kim & Chang as to Korean law. DLA Piper has acted for China Southern Airlines (CSA) in respect of litigation in the English High Court where CSA was ultimately awarded US$28 million in damages and interest. The case stemmed from a US$46 million claim against CSA by Tigris International NV for damages arising from an agreement for the purchase of six Airbus A300 aircraft and five Pratt & Whitney engines for US$124 million. Due to an internal shareholder dispute of Tigris, CSA was able to deliver only one of the six aircrafts. To mitigate its loss, CSA sold the remaining five aircrafts to other purchasers. CSA counterclaimed for about US$37 million in losses arising from the failure of Tigris to pay for and take delivery of the undelivered aircrafts and engines, as well as other expenses. After a 10-day trial in the Commercial Court in London in June 2013, the court dismissed the claims against CSA, awarded US$28 million in damages and interest to CSA on its counterclaim, and declared that CSA was entitled to forfeit the US$10.5 million deposit paid by Tigris. Partner Kevin Chan led the transaction. Khaitan & Co has advised Baring Private Equity Asia in respect of its acquisition of approximately 42 percent stake in Hexaware Technologies Ltd from the promoters of Hexaware and General Atlantic, followed by a mandatory open offer by Baring of an additional 26 percent of Hexaware to Hexaware’s public shareholders for approximately US$420 million. Baring is one of the largest and most established independent private equity firms in Asia and advises funds with a total committed capital of over US$5 billion. Partners Haigreve Khaitan and Ganesh Prasad led the transaction. Khaitan & Co has also advised Arrow Electronics Inc in respect of the India leg of its 100 percent acquisition for approximately US$300 million of Computerlinks Group, which operates in Europe, North America, the Middle East and Asia (including India). Arrow Electronics is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Partner Rabindra Jhunjhunwala, with assistance from partner Abhishek Sharma, led the transaction. Rajah & Tann has advised SGX-ST-listed China Minzhong Food Corporation Ltd, a leading integrated vegetable processor in the PRC, in respect of a secured term loan facility of up to US$150 million, which may be increased to not more than US$200 million if the syndication is oversubscribed. Partners Ng Sey Ming and Lee Weilin led the transaction which was completed on 6 August 2013. WongPartnership advised the lenders whilst King & Wood Mallesons also advised on PRC law. Rajah & Tann has also advised Singapore bank in respect of the grant of a revolving loan facility of up to S$200 million (US$156.5m) to an SGX-ST-listed real estate company for its general working capital requirements. Partners Ng Sey Ming and Lee Weilin also led the transaction which was completed on 30 July 2013. Rodyk has acted for Flipkart, one of India’s largest e-commerce retailers, in respect of its further fundraising worth US$195 million from several of its existing investors. This round of further capital investment is its largest to date. The company will use the new funding to strengthen its supply chain and develop its talent pool. Partner Gerald Singhamled, supported by partner Ray Chiang, led the transaction. Rodyk is also acting for Diamante Holdings Ltd in respect of the acquisition of the commercial podium of Thong Sia Building at 30 Bideford Road Singapore 229922 for a consideration which takes into account the agreed property value of S$120 million (US$93.87m). The Commercial Podium consists of eight strata titled retail and office units in Thong Sia Building, a freehold mixed-use commercial and residential property. The acquisition will be by way of share purchase of the entire issued and paid-up share capital of Raffles Medical Management Pte Ltd, the sole owner of the Commercial Podium. Partners Evelyn Ang and Norman Ho are leading the transaction. Shearman & Sterling is acting as US counsel to the Special Committee of the Board of Directors of Simcere Pharmaceutical Group in respect of Simcere’s going-private transaction which values its equity at approximately US$539.5 million. NYSE-listed Simcere is a leading pharmaceutical company specialising in the development, manufacturing, and marketing of branded and proprietary pharmaceuticals in China. Upon completion of the transaction, Simcere will be indirectly owned by members of the buyer group or their affiliates, which include Simcere chairman Jinsheng Ren and director and CEO Hongquan Liu, Hony Capital, Trustbridge Partners and Fosun Industrial Co Ltd, and Simcere’s ADSs will no longer be listed on the NYSE. Partner Paul Strecker is leading the transaction which is expected to close around the end of 2013. Maples and Calder, led by partner Greg Knowles, is acting as Cayman Islands counsel. Cleary Gottlieb Steen & Hamilton is acting as US advisor to the buyer group whilst Davis Polk & Wardwell is acting as US legal advisor to UBS AG, the special committee’s financial advisor. Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of Soilbuild Business Space REIT (Soilbuild REIT) in respect of Soilbuild REIT’s listing and IPO on the SGX-ST which raised gross proceeds of S$626.7 million (US$490m). Soilbuild REIT offers the largest exposure to the business park segment compared to other SGX-ST-listed industrial REITs with the highest proportion of business park assets. Partners Tan Woon Hum and Andrea Ng led the transaction. Simmons & Simmons has advised ONGC Videsh Ltd (OVL) in respect of the US$2.64 billion acquisition of the ten percent participating interest in the Rovuma Offshore Block in Mozambique (Area 1) from Anadarko Mocambique Area 1 Limitada (Anadarko), a wholly owned indirect subsidiary of Anadarko Petroleum Corporation. The acquisition marks ONGC’s second substantial acquisition of participating interest in Area 1. In June 2013, OVL and Oil India Ltd (OIL) entered into an agreement with Videocon Mauritius Energy Ltd to jointly acquire Videocon Mozambique Rovuma 1 Ltd, the company holding a ten percent participating interest in Area 1. The firm also advised OVL and OIL in that transaction. Partners Vivien Yang and Ian Wood led the transaction which is subject to the approvals of the Governments of Mozambique and India, relevant regulatory approvals, pre-emption rights and other customary conditions. Weil, Gotshal & Manges has advised Apache Corporation in respect of the US$3.1 billion acquisition by China Petrochemical Corporation (Sinopec) of a one-third share of Apache’s daily Egyptian output of about 100,000 barrels of oil and 354 million cubic feet of natural gas. The acquisition does not include about US$1.2 billion of assets, such as working capital and inventory, associated with Apache’s Egyptian operations. Apache will retain a 67 percent stake in the operation and continue as the site operator. The sale leaves Apache with an unexpected surplus to its targeted US$4 billion assets sales announced in May as part of a plan to raise cash and rebalance its portfolio. Apache will use the cash to pay down debt to maintain its current credit ratings and buy back shares under a 30 million share repurchase authorisation, as well as fund future capital expenditures. The deal is the biggest Chinese investment in the Middle East region to date. Partner Steven Xiang led the transaction which is dependent on regulatory approval and is expected to close in the fourth quarter of this year. Sinopec was advised by Vinson & Elkins led by partners Tju Liang Chua and David Blumenthal. WongPartnership has acted for Sembcorp Industries Ltd in respect of its maiden issue of S$200 million (US$156.5m) 5 percent subordinated perpetual securities under its S$2 billion (US$1.56b) multi-currency debt issuance programme. DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Oversea-Chinese Banking Corporation Ltd acted as the joint lead managers for the securities. Partners Colin Ong and Goh Gin Nee led the transaction. WongPartnership is also acting for Profit Crest International Ltd in respect of the sale of its 350 million ordinary shares representing approximately 43.84 percent of the total issued share capital of SGX-listed Dukang Distillers Holdings Ltd for S$165.97 million (US$129.88m). Partners Andrew Ang, Audrey Chng and Christy Lim spearheaded the transaction. |
Deals – 29 August 2013
AZB & Partners has advised Tata Capital Ltd, through its subsidiary in Singapore, in respect of its acquisition of 9.32 percent of Janalakshmi Financial Services Private Ltd for approximately US$12.3 million. Partner Abhijit Joshi led the transaction which was completed on 14 August 2013.
AZB & Partners has also advised Elder Venture (EV) and Elder Infosystems Private Ltd (EI) as the promoters and GA Global Investments Ltd (GA) in respect of the acquisition by HT Global IT Solutions Holdings Ltd (HT Global), an investment vehicle of Baring Private Equity Asia GP V LP, of approximately 125 million equity shares representing a 41.8 percent shareholding in Hexaware Technologies Ltd from EV, EI and GA. HT Global executed separate share purchase agreements with EV and EI for acquiring approximately 27.7 percent and with GA for acquiring approximately 14.1 percent of the share capital of Hexaware. HT Global will pay either INR126 (US$1.90) per share or INR135 (US$2.04) per share, with the higher price payable if HT Global acquires an aggregate shareholding in excess of 50 percent through market purchases or during the open offer. HT Global also triggered the open offer requirements of up to 26 percent under the SEBI Regulations 2011. Partners Abhijit Joshi and Essaji Vahanvati led the transaction which was valued between US$402 million and US$420 million and is yet to be completed. Clayton Utz is advising Canadian-based 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. The Yilgarn South assets are comprised principally of the Granny Smith, Lawlers and Darlot mines. The agreement is subject to FIRB approval. UBS Securities Canada Inc and Bank of America Merrill Lynch are acting as financial advisors to Barrick. John Elliott, with support from partner Brett Cohen, is leading the transaction. Clifford Chance has advised City Farmers in respect of the A$93 million (US$83.32m) investment by Quadrant Private Equity for a majority stake in the company’s pet retail chain in Australia. City Farmers is a leading specialty retailer of pet food, supplies and products with a current portfolio of 31 large format stores. The store network is primarily in Perth with an emerging presence in Brisbane and Melbourne. Quadrant is one of the leading private equity firms in the Australian market, with A$1.5 billion (US$1.34b) funds under management and investments in 51 businesses. Partner Michael Lishman led the transaction. Clifford Chance has also advised Mizuho Bank Ltd as the lead arranger in respect of a US$200 million syndicated loan agreement for Bangchak Petroleum Public Company Ltd, a Thai oil company listed on the Stock Exchange of Thailand. The funds will be used for Bangchak’s future investments into its solar power projects as well for general corporate purposes. V Joseph Tisuthiwongse led the transaction. Harry Elias Partnership has acted for China International Holdings Ltd, a company incorporated in Bermuda and listed on the Mainboard of SGX-ST, in respect of the acquisition of 55 percent of the issued and paid-up share capital of Triumph Kind Investment Ltd to acquire a 55 percent equity in Yichang Xinshougang Property Development Company Ltd which is undertaking the development of commercial complexes and residential properties, comprising the Yichang Convention Centre, the Yichang Hotel and the Yichang Commercial/Residential Property. The Yichang Convention Centre is expected to be the first international convention and exhibition centre in Yichang City, the second largest city in Hubei Province. Partners Claudia Teo and Khoo Boo Han led the transaction. Harry Elias Partnership has also acted for SGX-ST Mainboard listed company Tsit Wing International Holdings Ltd in respect of the mandatory unconditional general offer by Hero Valour Ltd, a special purpose vehicle wholly owned by Peter Wong, the Chairman and Chief Executive Officer of Tsit Wing. Hero Valour announced a mandatory cash offer of S$0.3075 (US$0.24) per Tsit Wing share on 11 June 2013 after Wong acquired 20 million Tsit Wing shares at the same price, followed by a compulsory acquisition of shares exercise subsequent. Tsit Wing is Hong Kong’s leading food and beverage supplier with retail outlets and operations spanning Hong Kong and China, and distributes its products to other countries. Partners Claudia Teo and Khoo Boo Han also led the transaction. Jones Day has represented institutional investment management company Equity International Management LLC in respect of its US$50 million investment in a real estate private equity management company based in Singapore with funds in Japan and China. Partner Dennis Barsky, assisted by partner Matt Skinner, led the transaction which was completed on 19 August 2013. K&L Gates has represented leading Chinese social networking company Renren Inc, which is often referred to as “the Facebook of China”, in respect of its agreement to sell shares of its Groupon-like subsidiary Nuomi Holdings Inc to Chinese internet search provider Baidu Inc, also known as “the Google of China”. Baidu and Renren jointly announced on 23 August 2013 that Baidu Holdings Ltd, a subsidiary of Baidu, and Renren have entered into a definitive agreement, pursuant to which Baidu Holdings Ltd will acquire newly issued ordinary shares representing approximately 59 percent of the equity interest in Nuomi Holdings Inc, a wholly-owned subsidiary of Renren, for US$160 million in cash. Subject to the satisfaction or waiver of the closing conditions provided in the agreement, the parties expect to close the acquisition in the fourth quarter of 2013. Partners Wilson Chu and Jessica Pearlman advised on the matter. Khaitan & Co has advised Recruit Holdings Co Ltd in respect of an agreement, through its wholly-owned subsidiaries RGF Hong Kong Ltd and RGF HR Agent Singapore Pte Ltd, to acquire 100 percent stake in NuGrid Consulting Private Ltd, one of the largest executive search firms in India. Headquartered in Tokyo, Japan, Recruit Holdings covers a wide range of business fields, from human resources to marketing support, and aims to help individuals in areas of business and housing. Partner Zakir Merchant and associate partner Niren Patel piloted the transaction. Khaitan & Co has also advised Open Text Corporation in respect of its 100 percent acquisition of Cordys Software India Private Ltd, the Indian subsidiary of Cordys Holdings BV, for US$33 million. The transaction is part of the global acquisition of 100 percent of the Cordys Group which has operations in over ten jurisdictions, including India. Headquartered in Waterloo, Canada, Open Text is one of Canada’s largest software companies. It produces and distributes Enterprise Information Management (EIM) software solutions for large corporations across all industries. Partner Rabindra Jhunjhunwala led the transaction. Milbank has represented SI Group Inc in respect of securing a favourable decision in a trade secret misappropriation case at the International Trade Commission (ITC) in Washington DC. The claim alleged that Chinese companies Sino Legend and Red Avenue, along with certain of their affiliates and principals, stole SI Group’s technology for manufacturing certain rubber resins. The ITC issued a notice on 17 June 2013 that a confidential initial determination had issued in favour of SI Group. The initial determination, which has now been released, stated that the respondents had access to and misappropriated SI Group trade secrets to develop four of their own competing resins, actively tried to conceal their activities, and were likely to circumvent a limited exclusion order. The judge also issued a recommended determination on remedy advocating a 10 year “general exclusion order” banning imports of those resins. The investigation is now before the ITC Commissioners and is currently targeted to be completed by 8 November 2013. Partners Chris Chalsen and Lawrence Kass led the transaction. O’Melveny & Myers has advised KV Asia Capital in respect of the establishment of its first fund, KV Asia Capital Fund I. KV Asia Capital, founded in 2010, is a private equity firm focused on investments in mid-sized companies in South East Asia. Partner Dean Collins, supported by partner Larry Sussman, led the transaction. Proskauer has represented CCB International as the lead initial investor in respect of a US$200 million guaranteed secured senior notes issued by HKSE-listed Zhuguang Holdings Group Company Ltd, a property development and investment company based in Guangdong, China. In consideration of the purchase of the senior notes, the issuer also issued to the initial investors warrants representing aggregate exercise price of US$40 million. Partner Jay Tai led the transaction. Rajah & Tann is advising Synear Food Holdings Ltd in respect of its proposed voluntary delisting from the Main Board of the SGX-ST and the exit offer by UBS AG Singapore Branch, for and on behalf of Fortune Domain Ltd, to acquire all the issued ordinary shares in Synear’s capital, other than those already held, directly or indirectly, by Fortune Domain at the date of the exit offer. Last 15 October 2012, Synear and Fortune Domain jointly announced a proposal by Fortune Domain for the delisting and the exit offer in connection with the delisting. The exit offer is valued at approximately S$106.4 million (US$83m) and Synear is valued at approximately S$255.8 million (US$199.6m). Synear was incorporated in Bermuda and has been listed on the Main Board of the SGX-ST since August 2006. It is based in Henan Province, People’s Republic of China, and is, together with its subsidiaries, engaged in the production of quick freeze food products. Partners Howard Cheam and Soh Chai Lih are driving the transaction. Rodyk has acted for Boustead Projects Pte Ltd, a wholly-owned subsidiary of Boustead Singapore Ltd, in respect of the negotiation of its second contract to design, build and lease an advanced R&D and technology centre expansion (Phase II) to Continental Automotive Singapore Pte Ltd (CASPL). Phase II will be connected to Continental Building, CASPL’s existing R&D and technology centre at Kallang iPark. Boustead Projects completed the existing Continental Building in 2012 on a similar design-build-and-lease arrangement. Partner Leong Pat Lynn, supported by partner Tan Shijie, led the transaction. Rodyk has also acted for Shelford Properties Pte Ltd, a wholly-owned subsidiary of Tuan Sing Holdings Ltd, in respect of its project sales of Cluny Park Residence, a 52-unit freehold development located along the coveted Cluny Park Road, next to the Botanic Gardens. Partner Lee Liat Yeang, supported by partner Nadia Cardoz, led the transaction. Stamford Law is advising in respect of the rights issue of SGX-Catalist listed Cedar Strategic Holdings Ltd to raise up to S$14.7 million (US$11.47m). Bernard Lui and Lim Swee Yong led the transaction. Stamford Law has also advised Chimbusco Petroleum Singapore in respect of its claim against Gas Trade and Prestige Marine Group of companies, former MPA-licensed bunker suppliers and product-tankers operators. The insolvency proceedings were brought against the companies and the Group’s major shareholders and/or directors in the Singapore High Court. Chimbusco Petroleum obtained the insolvency orders in 2012. Four defendants filed appeals against the decision. The corporate entities’ appeals were subsequently withdrawn whilst the two individuals pressed on with the appeals. The appeals were heard on 14 August 2013 and were dismissed with costs. Wendy Tan led the transaction. The appellants were represented by N Sreenivasan SC of Straits Law Practice. In the earlier High Court hearing, the appellants were represented by Andre Maniam SC of WongPartnership. WongPartnership has acted for Boustead Singapore Ltd in respect of the establishment of a S$500 million (US$390.25m) multi-currency debt issuance programme. The Hongkong and Shanghai Banking Corporation Ltd acted as the arranger and the dealer of the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for DBS Bank Ltd in respect of the placement by Keppel REIT Management Ltd (formerly known as K-REIT Asia Management Ltd) of 95 million new units in Keppel REIT at an issue price of S$1.26 (US$0.98) per new unit to raise gross proceeds of S$119.7 million (US$93.42m) to raise funds for the acquisition of an office building in Australia. Partners Long Chee Shan and James Choo led the transaction. |
Deals – 22 August 2013
Allen & Gledhill has advised DBS Bank Ltd as the arranger, Deutsche Bank AG Hong Kong Branch as the issuing and paying agent and the Central Moneymarkets Unit lodging and paying agent, Deutsche Bank AG Singapore Branch as the Singapore paying agent, and DB Trustees (Hong Kong) Ltd as the notes trustee and the security trustee, in respect of the establishment of a S$300 million (US$234.78m) multicurrency medium term note programme by HanKore Environment Tech Group Ltd. HanKore issued S$50 million (US$39.13m) fixed rate notes due 2015 on 1 August 2013 under the programme. DBS was the dealer of the notes. Partners Margaret Chin, Ong Kangxin, Daselin Ang and Sunit Chhabra led the transaction.
Appleby has acted as Bermuda counsel for Industrial and Commercial Bank of China in respect of the provision of a term loan facility of up to US$108 million to BVI company Jetgo Development Ltd. The loan is guaranteed by Jetgo’s sole shareholder, Prosperity International Holdings (HK) Ltd, a Bermuda company listed on the HKSE, for Jetgo’s acquisition of the remaining shares of Prosperity Minerals Holdings Ltd (PMHL), a Jersey company whose shares are admitted to trading on the AIM. PMHL is an iron ore operator serving PRC and a real estate owner and developer in the same market. It is also an investor in two PRC cement manufacturers. The loan facility will provide funding to assist Jetgo in financing up to 90 percent of the total consideration of the share and option offer and any squeeze out of PMHL shares following the offer. Jetgo will finance the remaining 10 percent of the consideration from its internal cash resources. Partner Jeffrey Kirk led the transaction. AZB & Partners is advising The Royal Bank of Scotland NV (RBS) in respect of an agreement with The Ratnakar Bank Ltd (RBL) pursuant to which RBL has agreed to acquire the business banking business, credit cards business and mortgage business of RBS in India. The proposed transaction is subject to receipt of approval from the Competition Commission of India. Partner Ashwin Ramanathan led the transaction which was signed on 8 August 2013 and is yet to be completed. AZB & Partners is also advising My Home Industries Ltd in respect of its acquisition of 100 percent of the equity share capital of Sree Jayajothi Cements Ltd for an enterprise value of approximately US$235 million. Partner Alka Nalavadi led the transaction which was signed on 11 August 2013 and is yet to be completed. Baker & McKenzie is advising KASIKORNBANK Public Company Ltd, as a financial advisor to Impact Exhibition Management Co Ltd, a subsidiary of Bangkok Land Public Company Ltd, in respect of the establishment of Impact Growth REIT. Its underlying assets will include Impact Exhibition Centre, Impact Challenger Hall, Impact Forum, and Impact Arena, one of the largest exhibition centers in Southeast Asia. The firm is also advising on the establishment of the REIT manager company and duties of the trustee. Wholly owned by Impact Exhibition Management Co Ltd, the newly established RMI Company Ltd has filed for approval with the Thai Securities and Exchange Commission to establish Impact Growth REIT and act as REIT Manager. Upon receiving approval from the appropriate authority, Impact Growth REIT is set to be the first REIT ever established in Thailand. Partners Sorachon Boonsong and Chaveewan Likhitwattanachai, assisted by partners Theppachol Kosol, Aek Tantisattamo and Duangkamon Amkaew, led the transaction. International Legal Counsellors Thailand is representing Impact Exhibition Management Co Ltd. Clayton Utz has advised Dick Smith Electronics Pty Ltd in respect of a Retail Brand Management Agreement (RBMA) that will see it operate from 1 October this year as “David Jones Electronics Powered by Dick Smith”. The agreement was announced to the market on 12 August 2013. The RBMA is exclusive to David Jones and is for an initial three-year term. It covers Dick Smith Electronics products including televisions, computers, tablets, home office, audiovisual and other digital products. Partner Jonathan Algar led the transaction. Conyers Dill & Pearman has advised NetDragon Websoft Inc and 91 Wireless, the largest third-party distributor of apps in China by active users, in respect of a US$1.9 billion takeover by Baidu Inc, owner of the largest search engine in China. Baidu has agreed to buy 91 Wireless for US$1.9 billion from NetDragon, a Cayman Islands company listed on the HKSE, and certain other shareholders. The transaction constitutes a very substantial disposal and a connected transaction and is subject to the approval of NetDragon’s independent shareholders. Partner David Lamb led the transaction. Han Kun Law Offices, led by Charles Li, Estella Chen, Gloria Xu and Rae Liu, advised Baidu. Desai & Diwanji has advised the acquirers (including domestic and foreign funds) and merchant-banker ICICI Securities Ltd in respect of an open offer of the shares of Intec Capital Ltd, a Delhi-based non-banking financial company. The open offer is for approximately INR522 million (US$8.24m). The public announcement was submitted to BSE on 13 August 2013. The open offer is triggered by SEBI’s takeover code. Partner Srishti Ojha led the transaction. DLA Piper has advised Fortescue Metals Group (FMG) in respect of a US$1.5 billion investment in its FMG Iron Bridge Joint Venture, which was established to develop the FMG Iron Bridge Project. The deal will see Formosa Plastics Group (Formosa) acquire a 31 percent interest in the JV. Formosa is Taiwan’s largest private company whilst FMG is listed in the S&P/ASX30 share index and is the world’s fourth largest iron ore producer. The FMG Iron Bridge Project encompasses the world-class North Star and Glacier Valley iron ore deposits, located 100km south of Port Headland in Western Australia. The project is underpinned by a combined iron ore resource of 5.2 billion tonnes. Under the arrangements, Formosa will fund construction of Stage One of the project, which will commence on completion of the transaction. The company will also participate in Stage Two and will agree to purchase up to three mtpa of iron ore at market prices to supply its integrated steel mill at Ha Tinh in Vietnam, when commissioned. Partners Jim Holding and Stephen Webb led the transaction. Khaitan & Co has advised Sasikala Raghupathy and Edelweiss Securities Ltd in respect of the sale of approximately 3.11 percent of the paid up equity share capital of BGR Energy Systems Ltd through the stock exchange mechanism for a total consideration of approximately US$3.5 million. BGR Energy Systems Ltd is a leading company supplying the systems and equipment and turnkey engineering project contracting. Partner Nikhilesh Panchal and executive director Sudhir Bassi led the transaction. Khaitan & Co has also advised Otsuka Pharmaceutical Factory Inc and Mitsui & Co Ltd in respect of the transfer of Claris Lifesciences Ltd’s infusions business to Claris Otsuka Ltd, and thereafter, Otsuka and Mitsui’s investment in Claris Otsuka Ltd to form a 3-way strategic joint venture for a total consideration of approximately US$170 million. Otsuka is a pharmaceutical company that specialises in the manufacturing and marketing of intravenous solutions and parenteral nutrition products. Mitsui is one of the most diversified and comprehensive trading, investment and service enterprises in the world. Partner Bhavik Narsana led the transaction. Rajah & Tann has advised Mitsui & Co Ltd in respect of its acquisition of 19.9 percent of the shareholding in Medini Iskandar Malaysia Sdn Bhd (MIM) from Iskandar Investment Berhad (IIB) and United World Infrastructure LLC (UWI). Mitsui acquired, through a wholly-owned subsidiary, 14.99 percent and 5 percent of the shareholding in MIM from IIB and UWI, respectively. MIM is responsible for the urban development of the Medini district in the Iskandar development region located in Johor, Malaysia. The Medini district is marked as the central business district of Nusajaya. Mitsui is one of the largest corporate conglomerates in Japan and one of the largest publicly traded companies in the world. IIB, a commercial investment holding company overseeing the development of the Iskandar development region, is owned by, among others, Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, and the Johor state government. UWI is an urban development company. Partners Lim Wee Hann and Tan Chon Beng led the transaction which was announced on 31 May 2013 and is yet to be completed. Christopher & Lee Ong (formerly known as Kamilah & Chong), led by partner Yon See Ting, acted as Malaysian counsel. MIM was represented by Kadir Andri & Partners. Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Suntec Real Estate Investment Trust (Suntec REIT), in respect of securing a S$500 million (US$391.35m) five-year unsecured loan facility with Australia and New Zealand Banking Group Ltd, Citibank NA Singapore Branch, Commonwealth Bank of Australia Singapore Branch, DBS Bank Ltd, Standard Chartered Bank and United Overseas Bank Ltd (the original lenders) to, inter alia, repay Suntec REIT’s existing S$350 million (US$274m) loan and for Suntec REIT’s general corporate funding purposes. Partners Tan Woon Hum and Andrea Ng advised on the transaction. WongPartnership has acted for Swiber Holdings Ltd (SHL) in respect of the issue of S$150 million (US$117.48m) 6.5 percent trust certificates due 2018 by Swiber Capital Pte Ltd, a wholly-owned subsidiary of SHL, under its US$500 million multi-currency islamic trust certificates issuance programme. DBS Bank Ltd and Maybank Kim Eng Securities Pte Ltd acted as joint book-runners whilst Bank Islam Brunei Darussalam Berhad, DBS Bank Ltd and Maybank Kim Eng Securities Pte Ltd acted as joint lead managers for the issuance of the trust certificates. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership LLP is also acting for the Northstar Group in respect of its acquisition of Hersing Corporation Pte Ltd’s real estate agency business, which includes the “ERA Real Estate” franchise in Singapore and the Asia Pacific region covering 18 countries and the “Coldwell Banker Real Estate” franchise in Singapore. Partners Andrew Ang, Milton Toon and Christy Lim led the transaction. |
Deals – 15 August 2013
Allen & Gledhill has advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as sole lead manager and book-runner in respect of Banyan Tree Holdings Ltd’s issuance of S$70 million (US$55.5m) 5.75 percent fixed rate notes due 2018 under its S$400 million (US$317m) multicurrency medium term note programme. Partners Yeo Wico and Sunit Chhabra led the transaction.
Allen & Gledhill has advised Le-Vision Pte Ltd and Castlehigh Pte Ltd, both wholly owned subsidiaries of Keppel Land Ltd, in respect of the divestment of their interests in integrated township Jakarta Garden City to PT Modernland Realty Tbk through the sale of their respective 51 percent shareholding interests in PT Mitra Sindo Sukses and PT Mitra Sindo Makmur for approximately S$290.5 million (US$230m) in cash. Partner Penny Goh led the transaction. AZB & Partners has advised Muthoot Finance Ltd in respect of its public issue of secured and unsecured non-convertible debentures aggregating to INR3 billion (US$49m). Partner Srinath Dasari led the transaction which was signed on 2 August 2013 and is yet to be completed. AZB & Partners has also advised Matrix Partners India in respect of its approximately INR300 million (US$4.9m) additional investment in the New Delhi-based eye care chain Centre for Sight. Partner Abhijit Joshi piloted the transaction which was completed in May 2013. Clayton Utz has advised Dick Smith Electronics Pty Ltd in respect of a Retail Brand Management Agreement (RMBA) that will see it operate from 1 October this year as “David Jones Electronics Powered by Dick Smith”. The agreement was announced to the market on 12 August 2013. The RMBA is exclusive to David Jones and is for an initial three-year term. It covers Dicks Smith Electronics products, including televisions, computers, tablets, home office, audiovisual and other digital products, but excludes white goods and small appliances. Dick Smith Electronics will pay to David Jones on a monthly basis a fixed percentage of sales generated through the David Jones Electronics business. Partner Jonathan Algar spearheaded the transaction. Clifford Chance has advised Australia’s Toga Group in respect of its A$183 million (US$168m) acquisition of five Australian hotels through its 50:50 international joint venture with Singapore’s Far East Orchard Ltd. The firm also advised Toga on the establishment in August 2013 of the JV, a hotel ownership and management platform that operates more than 6,800 apartments and hotel rooms across Australia, New Zealand, Germany and Denmark. Toga develops hotels, residential apartments and mixed use projects across Australia, New Zealand and Europe. Far East Orchard is a member of Far East Organization, Singapore’s largest private property developer. Partner Lance Sacks led the transaction. Clifford Chance has also advised the Waterhouse family in respect of the sale of Australian online betting company tomwaterhouse.com to the UK’s William Hill. Tomwaterhouse.com was established in 2010 and is one of Australia’s fastest growing wagering and sports betting businesses, led by managing director Tom Waterhouse. The Waterhouse name has been synonymous with betting and racing in Australia for more than a century. Tom Waterhouse himself is a fourth-generation bookmaker and a member of Australia’s most famous racing family. William Hill is one of the world’s leading betting and gaming companies. Founded in 1934, it is now the UK’s largest bookmaker with around 2,400 licensed betting offices and is a member of the FTSE100. On completion, tomwaterhouse.com will become part of William Hill Australia. Tom Waterhouse will remain as managing director of tomwaterhouse.com and will work closely with William Hill’s Australian management team. Partner Lance Sacks also led the transaction. Davis Polk has advised JP Morgan Securities LLC and Goldman Sachs (Asia) LLC as joint book-runners and representatives of the underwriters in respect of a SEC-registered offering by Baidu Inc of US$1 billion 3.25 percent notes due 2018. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ Global Select Market. Partners James C Lin and John D Paton led the transaction. Baidu was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Han Kun Law Offices led by partner Charles Li as to PRC law, Maples and Calder as to Cayman Islands law and BVI law, and Li & Partners as to Hong Kong law. Davis Polk has also advised Poly Real Estate Finance Ltd, a wholly owned subsidiary of Poly Real Estate Group Co Ltd (Poly Real Estate), in respect of its Regulation S offering of US$500 million 4.5 percent guaranteed bonds due 2018. The bonds will be listed on the HKSE. Poly Real Estate is a leading property developer and the largest state-owned real estate company in China. Its ordinary shares are listed on the Shanghai Stock Exchange. The bonds were guaranteed by Poly Real Estate’s wholly owned subsidiary Hengli (Hong Kong) Real Estate Ltd. The bonds were supported by a keepwell deed and an equity purchase undertaking from Poly Real Estate, and a keepwell deed from China Poly Group Corporation, the parent company of Poly Real Estate. Partners Paul Chow, Eugene C Gregor and John D Paton led the transaction. Poly Real Estate was advised by Maples and Calder led by partner Christine Chang as to BVI law and DeHeng Law Offices as to PRC law. The Hongkong and Shanghai Banking Corporation Ltd and CITIC Securities Corporate Finance (HK) Ltd were the joint global coordinators, and, together with Credit Suisse Securities (Europe) Ltd, Deutsche Bank AG Singapore Branch, ICBC International Capital Ltd, ICBC International Securities Ltd, The Royal Bank of Scotland PLC and UBS AG Hong Kong Branch, the joint book-runners and joint lead managers. The joint global coordinators, joint book-runners and joint lead managers were advised by Linklaters as to Hong Kong law and Jingtian & Gongcheng as to PRC law. Deacons is acting as Hong Kong counsel for BNP Paribas Securities (Asia) Ltd and Kim Eng Securities (Hong Kong) Ltd in respect of Tonly Electronics Holdings Ltd’s IPO and listing on the HKSE by way of introduction. Tonly Electronics was spun-off from TCL Multimedia Technology Holdings Ltd by way of distribution. Ronny Chow is leading the transaction which is expected to be completed on 14 August 2013 when Tonly Electronics’ shares will commence trading in the HKSE. Zhong Lun Law Firm is also advising the clients in the transaction. Herbert Smith Freehills, Cheung Tong & Rosa Solicitors, Jia Yuan Law Office and Maples and Calder are advising Tonly Electronics. Deacons has also acted as Hong Kong counsel for Cinda International Capital Ltd and other underwriters in respect of Grand Ming Group Holdings Ltd’s IPO and listing on the HKSE. Grand Ming Group is an established building contractor in Hong Kong focusing on providing construction services as a main contractor in residential property development projects for prominent local developers. It also engages in data centre premises leasing business. Sabrina Fung led the transaction which was valued at US$16.4 million. Li & Partners and Conyers Dill & Pearman (Cayman) Ltd advised Grand Ming Group. Desai & Diwanji has advised Axis Bank Ltd in respect of the financing of residential projects known as ‘Sky 882’ and ‘Sky Forest’ of Indiabulls Properties Private Ltd at Mumbai. The project cost is INR2672 crores (US$436m). The financing documents were executed on 6 August 2013. Desai & Diwanji has also advised a consortium of lenders led by State Bank of India in respect of the financing of a 1200 MW coal fired thermal power plant of Jindal Power Ltd at Village Tamnar, Raigarh District of Chhattisgarh. The project cost is INR7740 crores (US$1.26b). The financing documents were executed on 24 July 2013. Khaitan & Co has advised Aptech Ltd in respect of its offer for buyback of up to 24.99 percent of its equity share capital through the stock exchange route for a total consideration of approximately US$106 million. Aptech has a presence in more than 40 emerging countries through its two main streams of businesses – individual training and enterprise business. As a leader in career education, it has over 1,305 centres of learning across the world. Partner Arindam Ghosh and executive director Sudhir Bassi led the transaction. Khaitan & Co has also advised DBS Bank Ltd New Delhi branch in respect of a US$20 million external commercial borrowing facility availed by BILT Graphic Paper Products Ltd. DBS Bank Ltd is a leading financial services group in Asia, with over 200 branches across 15 markets. Partner Devidas Banerji led the transaction. Maples and Calder is acting as Cayman Islands counsel to Baidu Inc in respect of its acquisition of mobile app-store operator 91 Wireless Websoft Ltd with a deal value estimated at US$1.9 billion. Baidu, listed on Nasdaq, is one of the largest internet-search companies in China. Partners Gareth Griffiths and Greg Knowles led the transaction. Davis Polk, led by partners Paul Chow, Miranda So and Howard Zhang, is also advising Baidu. Milbank, Tweed, Hadley & McCloy has represented Japan Bank for International Cooperation and a group of commercial banks as underwriters in respect of the US$825 million bond issued by Ruwais Power Company, which owns the Shuweihat S2 plant. The 6 percent bonds, due in 2036, are part of a refinancing package that includes a US$780 million direct loan from JBIC along with a US$690 million commercial debt tranche. The entire output of the Shuweihat S2 facility is purchased by Abu Dhabi Water and Electricity Company. Partner John Dewar led the transaction. Paul Hastings has represented China Rongsheng Heavy Industries Group Holdings Ltd, a leading HKSE-listed heavy industries group in the PRC with a focus on shipbuilding, offshore engineering, marine engine building and engineering machinery, in respect of its issuance of HK$1.4 billion (US$180.5m) 7 percent guaranteed convertible bonds due 2016. Partners Raymond Li and Vivian Lam led the transaction. Rajah & Tann has advised a Singapore Bank in respect of the grant of a term loan facility to a Singapore company to part-finance the acquisition of the ordinary shares in the capital of another SGX-ST listed Singapore company involved in property development, engineering and leisure businesses. Partners Ng Sey Ming and Lee Weilin led the transaction. Rajah & Tann has also advised a Singapore Bank in respect of the grant of a term loan facility to a British Virgin Islands company to finance the acquisition of shares in a coal mining company in Indonesia. Partners Ng Sey Ming and Lee Weilin also led the transaction which was completed on 27 June 2013. Sidley Austin has acted as the US advisor to Yu Chuan Yih, Chairman of Board of Directors, President and Chief Executive Officer of LJ International, in respect of its delisting from Nasdaq. LJ International is a leading coloured gemstone and diamond jeweler with retail and wholesale businesses. Partner Joseph Chan led the transaction which was completed on 30 July 2013. Skadden is advising Cheil Industries and Samsung Electronics in respect of an agreement, announced on 9 August 2013, to acquire a majority stake in Novaled AG, a world-class provider in OLED technologies and materials, in a transaction valuing Novaled at € 260 million (US$344.25m). Cheil Industries will acquire a stake of approximately 50 percent in Novaled whilst Samsung Electronics is going to acquire approximately 40 percent. The remaining stake of approximately 10 percent in Novaled is currently held by Samsung Venture Investment Corporation which will maintain its current shareholding. Novaled’s selling shareholders are a group of financial investors and individuals, including eCAPITAL entrepreneurial Partners AG, Zweite TechnoStart Ventures Fonds GmbH & Co KG, Omnes Capital, TechFund Europe Management SAS, Fraunhofer Gesellschaft and KfW, amongst others. Partners Matthias Horbach, Young Shin and Johannes Frey are leading the transaction. Sullivan & Cromwell, led by partners York Schnorbus and Michael DeSombre, is representing the shareholders of Novaled AG. Slaughter and May Hong Kong has acted as English law counsel for Ratnakar Bank Ltd (RBL), one of India’s fastest growing private sector banks, in respect of their acquisition of RBS’s business banking, credit cards and residential mortgage businesses in India. The acquisition is subject to approvals from the Competition Commission of India. RBL was established in 1943 and is a US$2.5 billion domestic commercial bank with 131 branches and 217 ATMs across 11 Indian States. It offers services across five business sectors and serves more than five hundred thousand customers. Partners David Watkins and Laurence Rudge led the transaction whilst Luthra & Luthra Law Offices acted as lead counsel. Weerawong, Chinnavat & Peangpanor has represented PACE Development Corporation Public Company Ltd, a major high-rise and luxury property developer in Thailand, in respect of their IPO and listing of investment units on the Stock Exchange of Thailand (SET). The offering involved 600 million shares set at US$0.11 per share and was valued up to US$70 million. Asia Plus Securities Plc, Country Group Securities Plc, and SCB Securities acted as the lead underwriters with seven co-underwriters, namely Globlex Securities, KGI Securities (Thailand) Plc, CIMB Securities (Thailand), Capital Nomura Securities Plc, Thanachart Securities Plc, Bualuang Securities Plc, and Finansia Syrus Securities Plc. The IPO started trading on the SET on 7 August 2013. Partner Peangpanor Boonklum led the transaction. White & Case has advised Wing Lung Bank Ltd and Cathay United Bank in respect of a US$50 million financing for the privatisation of NYSE-listed Feihe International, one of the biggest producers of premium infant milk formula, milk powder, soybean, rice and walnut products in China. This is the first privatisation of a US-listed Chinese company that includes a simultaneously drawn onshore place-holder RMB loan and a cross-border inter-creditor arrangement with the main offshore financing. Partner John Shum, assisted by partner David Johansen, drove the transaction which closed on 27 June 2013. WongPartnership is acting for the vendors, Robertson Quay Investment and The Gallery Hotel Pte Ltd, all controlled by the Ngo family, in respect of the over S$230 million (US$181.5m) sale of the Singapore River facing Gallery Hotel and accompanying business assets to RB Corp Pte Ltd, which is part of the RB Capital group. Partners Angela Lim and Ethel Yeo led the transaction. WongPartnership has also acted for DBS Bank Ltd as the sole lead manager and book-runner in respect of the issue of S$50 million (US$39.5m) 5.25 percent fixed rate notes due 2016 by Perennial China Retail Trust Management Pte Ltd (in its capacity as trustee-manager of Perennial China Retail Trust) under its S$500 million (US$395m) multicurrency medium term note programme and guaranteed by Perennial China Retail Trust Management Pte Ltd. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. |
Deals – 8 August 2013
Allen & Gledhill has advised Overseas Union Enterprise Ltd, as sponsor of OUE H-Trust, and the manager of OUE Hospitality Real Estate Investment Trust (OUE H-REIT) and the trustee-manager of OUE Hospitality Business Trust (OUB H-BT), in respect of the IPO of OUE H-Trust on the SGX. The IPO raised gross proceeds of S$660 million (US$520.6m), including the cornerstone tranche and assuming full exercise of the over-allotment option. Partners Jerry Koh, Ho Kin San and Chua Bor Jern led the transaction.
Allen & Overy is advising HC Starck, one of the largest companies in the global tungsten industry, in respect of its joint venture with Nui Phao Mining Company, a subsidiary of one of Vietnam’s largest private sector business groups, Masan Group Corporation, and developer of the largest known tungsten deposits outside of China. Subject to regulatory approval, Nui Phao and HC Starck will own 51 percent and 49 percent, respectively of the JV which will, through a newly constructed chemical plant in Thai Nguyen Province, Vietnam, process all of Nui Phao’s tungsten concentrate into higher value-added tungsten chemical products. Partners Barry Irwin, Dao Nguyen and Helge Schafer led the transaction. Milbank and YKVN are acting for Masan Group and Nui Phao. Akin Gump Strauss Hauer & Feld has advised the special committee of the board of directors in respect of the buyout of LJ International Inc, a leading colored gemstone and diamond jeweller with wholesale and retail businesses. The deal closed on 30 July 2013, following approval of the US$64 million buyout by the company’s CEO and chairman and private equity partners, taking the company private. Prior to this take-private transaction, the company had been listed on the NASDAQ. The firm advised, among other things, on the evaluation of the proposal to acquire all the outstanding ordinary shares of the company not owned by Yu Chuan Yih, chairman of the board of directors, president and CEO of the company, by Yih and Urban Prosperity Holding Ltd, an entity owned and controlled by FountainVest China Growth Capital Fund LP. On 22 March 2013, the company entered into an agreement and plan of merger with Flora Bloom Holdings, a Cayman Islands exempted company with limited liability, and Flora Fragrance Holdings Ltd, a company with limited liability incorporated in the British Virgin Islands and a wholly owned subsidiary of Flora Bloom Holdings, following which Flora Bloom Holdings acquired the company for US$2.00 per ordinary share. Partners Greg Puff and Zach Wittenberg led the transaction. Maples and Calder, led by partner Greg Knowles, acted as British Virgin Islands counsel. AZB & Partners has advised DLF Ltd in respect of its sale of 74 percent of paid up equity share capital of DLF Pramerica Life Insurance Company Ltd to Dewan Housing Finance Corporation Ltd and certain group entities. Partner Allwyn Noronha led the transaction which was signed on 25 July 2013 and is yet to be completed, subject to receipt of regulatory approvals. AZB & Partners has also advised Khopoli Investments Ltd, a subsidiary of the Tata Power Company Ltd, in respect of a term loan it availed from Australia and New Zealand Banking Group Ltd, Barclays Bank Plc, DBS Bank Ltd and the Royal Bank of Scotland Plc for refinancing of its term loan of US$70 million. Partner Shameek Chaudhuri led the transaction which was completed on 24 July 2013. Baker & McKenzie has represented Thai Life in respect of the sale of a 15 percent stake in the company to Japan’s second-largest life insurer, Meiji Yasuda Life Insurance Co, for an estimated US$700 million. This strategic partnership marks the strengthening of Thai Life’s position in the market as the insurer prepares for the upcoming economic integration of the ASEAN Economic Community (AEC). With the success of Meiji Yasuda in other international markets, Thai Life seeks to take advantage of this experience and further develop their services to meet the needs of an expanding market. Thai Life is currently the third-largest life insurer in Thailand. Partners Sorachon Boonsong and Preeda Meksrisuwan led the transaction. Baker & McKenzie has also advised Nacap Australia Pty Ltd and its Holland-based shareholder AFR Investments BV in respect of the sale of Nacap, a leading pipeline and construction company, to Quanta Services, a NYSE-listed contractor which delivers infrastructure solutions to energy and pipeline industries. Partners Tony Whelan, Leigh Duthie, Dan Middleton and Simon De Young led the transaction. Freehills acted for Quanta. Cheung & Lee, in association with Locke Lord (HK), has advised the Mongolia Investment Group Ltd in respect of its acquisition of the relevant interests involving a group of companies known as the Peace Map Group, which covers the geographical information systems industry chain in the People’s Republic of China and holds several unique licenses and operations certificates. The completion of the transaction marks the successful establishment of a VIE structure for an industry where foreign investment is prohibited by the foreign investment catalogue issued by the MOFCOM. Partner Wing Leung Cheung led the Locke Lord team in the transaction which was valued at approximately US$200 million and was completed on 2 August 2013. Clayton Utz is advising CIMB, Macquarie Capital and RBS Morgans as joint lead managers in respect of the proposed IPO of Centuria Property Trust. The offer proposes an equity raising of A$215.3 million (US$193m) and the seed asset of the trust is Northpoint Tower, a A$312 million (US$280m) landmark office/retail property located in North Sydney. Stuart Byrne and Natasha Davidson are leading the transaction. King & Wood Mallesons is advising Centuria as issuer. J Sagar Associates has advised Actavis Group in respect of the sale of 100 percent shareholding held by its Netherlands based group companies in Actavis Pharma Manufacturing Private Ltd to Vivimed Labs Ltd. Actavis is engaged in the manufacturing of solid oral dosage (SOD) forms of pharmaceutical products. Partner Sandeep Mehta led the transaction. Vivimed Labs Ltd was represented by Wadia Ghandy & Co. Khaitan & Co has advised NeoGrowth Credit Private Ltd India, a non-deposit taking and non-systemically important non-banking financial company registered with the Reserve Bank of India, in respect of the investment by ON Mauritius for the acquisition of approximately 29.31 percent stake in Neogrowth. Partner Haigreve Khaitan led the transaction. Khaitan & Co has also advised Orient Cement Ltd in respect of the listing of its shares on the stock exchanges pursuant to relaxation from applicability of Rule 19(2) (b) of the Securities Contracts (Regulations) Rules, 1957 granted by SEBI in the exercise of its powers conferred under Rule 19 (7) of the Rules. Orient Cement Ltd is part of the CK Birla group and is a leading company in the cements sector. Partner Vibhava Sawant led the transaction. Latham & Watkins has advised Al Rajhi Banking and Investment Corporation, Arab National Bank, Boubyan Bank, Banque Saudi Fransi, Credit Agricole Corporate and Investment Bank, Gulf Bank KSC, National Bank of Kuwait and The Saudi British Bank in respect of the US$2.3 billion financing for Al-Etisalat Al-Mutanakilah Al-Saudia Company (Zain KSA). The facility is one of the biggest Murabaha facilities seen in the region this year. Partner Craig Nethercott led the transaction. Zain KSA was advised by Clifford Chance partner Peter Avery. Maples and Calder is acting as Cayman Islands and British Virgin Islands counsel to Baidu Inc in respect of its second public bond offering of US$1 billion, the pricing of which was announced on 1 August 2013. Baidu’s US denominated notes of principal amount 3.25 percent due 2018 are expected to be listed on the SGX-ST. Proceeds from the offering will be used for general corporate purposes, including merger and acquisition activities. Partners Gareth Griffiths and Greg Knowles led the transaction. Skadden, Arps, Slate, Meagher & Flom, led by partner Julie Gao, acted as counsel to the issuer. Han Kun Law Offices acted as Chinese counsel to the deal. The underwriters – JP Morgan Securities and Goldman Sachs (Asia) – are being represented by Davis Polk & Wardwell partners James Lin and Howard Zhang, with Jingtian & Gongcheng advising on Chinese law. Mayer Brown has represented Hanergy Holding Group Ltd, China’s largest private renewable energy company, in respect of its US acquisition of Global Solar Energy Inc, a leading manufacturer of copper indium gallium diselenide (CIGS) solar technology based in Tucson, Arizona. Partners Xiangyang Ge and Paul de Bernier led the transaction. Norton Rose Fulbright is acting as lead international counsel to Ooredoo (formerly Qatar Telecom) in respect of the greenfields deployment of a multi-billion dollar mobile telecoms network in Myanmar (Burma). The project is one of the leading telecoms projects in the world at present. Ooredoo is one of only two foreign telecoms companies recently awarded a new Nationwide Telecommunications Licence in Myanmar as the country accelerates its development and liberalisation plans. Partners Gigi Cheah and Dr Martyn Taylor are leading the transaction. Rodyk & Davidson has acted for CapitaLand in respect of its S$91.8 million (US$72.4m) acquisition of the Big Orange self-storage business from Invista Real Estate International Holdings (Cayman) Ltd, including the business of managing and operating self-storage facilities carried on by Big Orange Self Storage Singapore Pte Ltd. CapitaLand operates its self-storage business through the ‘Storhub’ brand and will become the largest self-storage company with the widest local network in Singapore with the acquisition. Partner Valerie Ong led the transaction. Rodyk & Davidson has also acted for Novelty Dept Store in respect of its purchase of Henley Industrial Building at Lim Teck Boo Road for S$37 million (US$29.18m). This is a freehold strata-titled industrial building. The sale is subject to the Order of Sale from the Strata Titles Board or the High Court, as the case may be. Partner Lee Liat Yeang led the transaction. Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of SPH REIT, in respect of the listing and IPO of SPH REIT on the SGX-ST to raise gross proceeds of S$554 million (US$427m). SPH REIT is one of the largest retail REITs in Singapore by asset value and offers investors exposure to a high quality retail property portfolio. Partners Tan Woon Hum and Andrea Ng advised on the transaction. Allen & Gledhill, led by partners Jerry Koh, Margaret Soh and Chua Bor Jern, advised the manager of SPH REIT and Singapore Press Holdings Ltd, as sponsor. Sullivan & Cromwell has represented CITIC Securities Company Ltd, the largest Chinese investment bank, in respect of the acquisition of Hong Kong-based international brokerage and research company CLSA BV from its parent, Crédit Agricole SA (France), for US$1.25 billion. This is the largest overseas acquisition by a Chinese financial institution to date. The firm advised CITIC Group Corporation and CITIC Securities in obtaining Federal Reserve Board approval for the acquisition. Partner H Rodgin Cohen led the transaction which was completed on 31 July 2013. SyCip Salazar Hernandez & Gatmaitan acted as counsel to the Philippine National Bank and Asia United Bank in connection with a PhP3.5 billion (US$80,448,489) loan facility obtained by Star Infrastructure Development Corporation.The proceeds of the facility will be used principally to finance the total cost of the remaining construction works for the Southern Tagalog Arterial Road Project (STAR). STAR is a 42-kilometer toll way facility linking the southern Tagalog provinces of the Philippines to the National Capital Region. STAR traverses the towns of Santo Tomas, Malvar and Ibaan, Batangas and the cities of Tanauan, Lipa and Batangas. The team was led by partner Mia G Gentugaya. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has acted for BIMB Holdings Berhad (BHB) in respect of the proposed acquisition of a 49 percent stake in Bank Islam Berhad, Malaysia’s original Islamic bank, from the Dubai Financial Group LLC and Lembaga Tabung Haji for a total purchase consideration of approximately US$885 million. Completion of the transaction is subject to shareholder and regulatory approvals and successful fund-raising by way of a rights issue, which is expected to raise RM1.536 billion (US$473m) and a sukuk issuance, which is expected to raise RM1.471 billion (US$453m). The total value of the deal, taking into account the fund raising aspects, is approximately RM6 billion (US$1.85b). Partner Munir Abdul Aziz led the transaction, assisted by partner Wong Sue Wan. The same team will also advise on the rights issue while partner Mark Lim will advise Bank Islam as lead arranger in the sukuk issuance. 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$850 million (US$670m) 4.9 percent non-cumulative non-convertible perpetual capital securities. Partners Hui Choon Yuen and Trevor Chuan led the transaction. WongPartnership has also acted for the syndicate of lenders in respect of the S$500 million (US$394m) financing to Suntec Real Estate Investment Trust for the refinancing of Suntec REIT’s existing indebtedness and for its general corporate funding purposes. Partner Christy Lim led the transaction. |
Deals – 1 August 2013
Ali Budiardjo, Nugroho, Reksodiputro has advised the Compagnie Financière Groupe Michelin (Michelin) in respect of the establishment of a joint venture company to produce synthetic rubber with PT Petrokimia Butadiene Indonesia (PBI), a wholly-owned subsidiary of PT Chandra Asri Petrochemical Tbk. The new company will be owned 55 percent by Michelin and 45 percent by PBI. The total investment is estimated at US$435 million. Partner Freddy Karyadi advised on the matter.
Allen & Gledhill has advised United Overseas Bank Ltd (UOB) and the joint lead managers and book-runners in respect of UOB’s issue of S$850 million (US$670m) 4.9 percent. non-cumulative non-convertible perpetual capital securities which are intended to qualify as Additional Tier 1 capital of UOB. This is the first Basel III compliant Additional Tier 1 capital raising by any bank in Asia. Australia and New Zealand Banking Group Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Nomura Singapore Ltd, Standard Chartered Bank Ltd, UBS AG Singapore Branch and UOB were appointed as the joint lead managers and book-runners. Partners Christopher Koh, Sharon Wee, Bernie Lee, Lim Pek Bur and Glenn Foo advised on the transaction. Allen & Gledhill has also advised Commonwealth Bank of Australia Singapore Branch and DBS Bank Ltd in respect of a facility agreement for a term loan of S$320 million (US$252.3m) for the properties known as China Square Central and 55 Market Street. Partner Lim Wei Ting advised on the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has acted for India Business Excellence Fund II (IBEF II) and India Business Excellence Fund IIA (IBEF IIA) in respect of IBEF II’s acquisition of 666,202 equity shares amounting to 4.8 percent of the equity capital and IBEF IIA’s acquisition of 274,122 compulsorily convertible preference shares amounting to 17 percent of the equity capital on a fully diluted basis of Intec Capital Ltd. Partner Raghubir Menon led the transaction which was valued at approximately INR40 crores (US$6.73m) and which was completed on 23 March 2013. Intec Capital Ltd was advised by Udwadia Udeshi & Argus. Amarchand & Mangaldas & Suresh A Shroff Co has also acted as domestic counsel for Hindustan Copper Ltd in respect of its offer for sale through stock exchange mechanism of its 37,119,152 equity shares held by the President of India acting through and represented by the Ministry of Mines, Government of India, amounting to 4.01 percent of the shareholding of the company for cash aggregating to approximately INR259.83 crores (US$43.83m). The trading on the stock exchanges started on 3 July 2013 and settlement was completed on 5 July 2013. Axis Capital Ltd, ICICI Securities Ltd, Kotak Securities Ltd, SBICAP Securities Ltd and UBS Securities India Private Ltd acted as the brokers. This was the second tranche of divestment carried out by the Ministry of Mines by offer for sale through the stock exchange mechanism to comply with the minimum public shareholding requirements under the listing agreement entered into with the stock exchanges. The first tranche of divestment of 51,604,148 equity shares was carried out on 23 November 2012. Partner Prashant Gupta led the transaction. Appleby has acted as British Virgin Islands counsel for Rex International Holding Ltd, an oil and gas group with participation interest located in the Middle East, Norway and the USA, in respect of its listing on Catalist on the SGX-ST with net proceeds estimated to be approximately US$63 million, assuming the over-allotment option is exercised in full. The majority of the proceeds from the offering will be used for the investment of new oil and gas opportunities, drilling in Middle East concessions, drilling in Norwegian licences and general working capital. Partner Jeffrey Kirk led the transaction. WongPartnership, led by partner Pong Chen Yih, advised as to Singapore law. Ashurst has advised the Brunei Economic Development Board (BEDB) in respect of its development of the CAE Brunei Multi-Purpose Training Centre (CAE Brunei MPTC) in Brunei Darussalam. CAE is a global leader in modelling, simulation and training for civil aviation and defence. The CAE Brunei MPTC is a joint venture between CAE and the Government of Brunei established in 2012 to provide a world-class facility for simulation-based training solutions for the energy, defence, aviation and emergency/crisis management market segments. The facility is due to commence operations by early 2014. Partner Matthew Bubb led the transaction. AZB & Partners has advised Tata Power Company Ltd in respect of the financial closure of the 135 MW Amakhala Emoyeni wind farm project and the 95MW Tsitsikamma wind farm project, through its joint venture company Exxaro-Cennergi. The Amakhala Emoyeni Project transaction, valued at approximately US$315.6 million, was completed on 9 May 2013 whilst the Tsitsikamma Project transaction, valued at approximately US$217.9 million, was completed on 5 June 2013. Partner Shameek Chaudhuri led the transaction. AZB & Partners has also advised Citigroup Global Markets India Private Ltd (Citi) and Kotak Securities Ltd (KSL) in respect of SKB Roop Commercial LLP’s sale of 14,375,000 equity shares held by it in Bajaj Corp Ltd through the offer for sale mechanism. Citi and KSL facilitated the sale of shares. Partner Varoon Chandra led the transaction which was valued at approximately US$48 million and was completed on 23 July 2013. Baker & McKenzie has acted for NSW Government in respect of the next round of its power sales program – the A$160 million (US$147.2m) sale of Delta Electricity’s Mt Piper and Wallerawang power stations to EnergyAustralia. The deal follows the Government’s sale of the Eraring Power Station to Origin Energy earlier this month on which the firm also advised. Chris Saxon, with partner Chris Hughes, led the transaction. KWM advised EnergyAustralia. Baker & McKenzie has also acted as REIT trustee’s counsel for Regal Real Estate Investment Trust (Regal REIT), thru its trustee DB Trustees (Hong Kong) Ltd, in respect of Regal REIT‘s HK$4.5 billion (US$580m) term loan and a HK$300 million (US$38.67m) revolving loan in July 2013, both of which are for a term of approximately 5 years. The new term loan will be used for refinancing the existing term loan facility that will mature on 9 March 2015. The revolving loan will be used for general corporate funding purposes of Regal REIT. Partners Milton Cheng and Andrew Lockhart led the transaction. Clifford Chance has advised India’s Ramky Enviro Engineers Ltd in respect of the acquisition of Australia’s Enviropacific Services Pty Ltd, the company’s first acquisition in Australia. Ramky provides waste management, recycling and environmental services in India, Singapore, Indonesia, Vietnam, Thailand and the Middle East. Enviropacific provides environmental management and petrochemical services to energy, resources, petrochemical and government clients across Australia. Partner Richard Graham led the transaction. Gibson, Dunn & Crutcher is advising Vivendi in respect of its exclusive negotiations with Etisalat to finalise an agreement for the sale of its 53 percent shareholding in Maroc Telecom. Etisalat’s offer values the controlling stake at MAD92.6 (Moroccan dirhams) (US$11) per share. The sale proceeds to Vivendi would total €4.2 billion (US$5.57b) in cash, including the 2012 €310 million (US$410.89m) dividend. Partners Ariel Harroch and Marie-Charlotte Trebuchet led the transaction whilst the firm’s Moroccan correspondents are Kettani Law Firm led by partner Nadia Kettani and Saaidi Hdid Consultants led by partner Mohamed Hdid. Etisalat is advised by Freshfields, led by partners Hervé Pisani and Alan Mason. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Apexindo Pratama Duta Tbk in respect of the relisting of its shares on the Indonesia Stock Exchange. Partner Indah N Respati led the transaction. J Sagar Associates has advised Italian auto-component manufacturer Streparava Holding spa, which held a 49 percent stake in its joint venture with Sansera Engineering Private Ltd and also a minority stake of 3.24 percent in Sansera, in respect of its exit from Sansera, pursuant to Citigroup Venture Capital International’s acquisition of a substantial stake in Sansera for an aggregate consideration of INR3.4 billion (US$57.3m), and in its acquisition of the entire shareholding of Sansera in the JV company. Partner Sidharrth Shankar piloted the transaction. Khaitan & Co has advised TTK Prestige Ltd in respect of the approximately US$18 million investment by Cartica Capital through a preferential allotment in TTK, which is part of the TTK Group and has emerged as India’s largest kitchen appliances company. Partner Murali Neelakantan led the transaction. Khaitan & Co has also advised Mahindra Bebanco Developers Ltd in respect of the private placement of secured redeemable 11.6 percent coupon, non-convertible debentures for approximately US$6.73 million. Mahindra Bebanco Developers is a joint venture between Mahindra Lifespace Developers Ltd (70 percent) and BE Billimoria & Co Ltd (30 percent). Partner Nikhilesh Panchal led the transaction. Minter Ellison has advised SP AusNet in respect of its first ASX-listed bond issue. The company issued €500 million (US$663m) worth of bonds as part of its global US$5 billion medium term notes (MTN) program. SPI Electricity & Gas Holdings Pty Ltd was admitted to the ASX on 25 July 2013 as a debt issuer. Partners Theo Kindynis and James Hutton led the transaction whilst Linklaters Singapore acted as international counsel. Allen & Overy Singapore acted for the joint lead managers. Minter Ellison has also advised ALS Ltd, a global provider of inspection and analytical testing services to the minerals, life sciences, energy and industrial markets, in respect of the equity and debt financing for its US$533 million acquisition of Reservoir Group. The company launched a fully underwritten pro-rata accelerated renounceable entitlement offer (with retail entitlements trading) to raise approximately A$246 million (US$223m). Partners Gary Goldman and Gillian Brown led the transaction. Herbert Smith Freehills advised JP Morgan as the lead manager. Rajah & Tann has advised Tosei Corporation in respect of the placement to investors of 3.6 million shares at S$9.40 each (US$7.39). Trading in Tosei’s shares on the SGX-ST commenced at on 26 July 2013, following the completion of the placement. Tosei is primarily listed on the Tokyo Stock Exchange and also maintains a secondary listing on the SGX-ST. Daiwa Capital Markets Singapore Ltd acted as the underwriter and placement agent. Partner Howard Cheam led the transaction which was valued at S$33.84 million (US$26.6m). Mori Hamada & Matsumoto acted as Japanese counsel. Rodyk & Davidson has acted for Heeton Holdings Ltd in respect of the establishment of a S$300 million (US$236.5m) multicurrency debt issuance programme. The programme was solely arranged by DBS Bank whilst DBS Trustee Ltd has been appointed trustee of the holders of the notes. Under the programme, Heeton Holdings may issue senior or subordinated perpetual securities in various amounts and tenors. Partner Valerie Ong acted on the transaction. Rodyk & Davidson has also acted for Chuan Hong Auto Pte Ltd as the lessor in respect of its grant of a 30-year lease to Shell Eastern Petroleum Pte Ltd for use as petrol service station and ancillary services such as convenience store and car workshop. Partners Norman Ho and Ho Soo Lih acted on the transaction. Stamford Law is advising Mainboard-listed Ezion Holdings Ltd in respect of the issuance of redeemable exchange preference shares by its subsidiary to 5 Global Investor Programme Funds to raise gross proceeds of S$30 million (US$23.65m). Bernard LUI and LIM Swee Yong spearheaded the transaction. Stamford Law has also advised the buyer in respect of its acquisition of: a) 99-121 Kensington High Street, London W8 and 34 Kensington Square, London W8; b) 1 Derry Street, London W8; c) land and buildings on the east side of High Street Kensington Underground Station, London W8; and, d) 25 Kensington Square, London W8 through the acquisitions of the entire issued share capital of each of 818 Pte Ltd, 828 Pte Ltd and 838 Pte Ltd from Gemstones Investments Pte Ltd, Kensington Hotel Pte Ltd and Kensington Residential Land Pte Ltd for an aggregate consideration of approximately £46.9 million (US$71.9m). The property at 99 Kensington High Street houses the Kensington Roof Gardens, which are part of Richard Branson’s Virgin Ltd Edition, the luxury portfolio of Virgin Hotels Group Ltd. Hotel Properties Ltd, Genting Singapore PLC, and CapitaLand Ltd each held an indirect one third interest in the properties through the vendors prior to completion of the acquisition. Lean Min-tze led the transaction. WongPartnership has acted for Tat Hong Holdings Ltd in respect of the establishment of a S$500 million (US$393.27m) multi-currency medium term note programme, and for Oversea-Chinese Banking Corporation Ltd, as the arranger and dealer in the establishment of the MTN Programme. Partners Hui Choon Yuen, Colin Ong and Goh Gin Nee led the transaction. |
Deals – 25 July 2013
Amarchand & Mangaldas & Suresh A Shroff Co has advised a consortium of seven Indian banks, led by Axis Bank Ltd, in respect of the rupee denominated secured term loan facilities made available to Ireo Hospitality Company Private Ltd for financing the development of a five star deluxe hotel and high street retail and grade A office tower. Ireo Hospitality is a real estate development company which develops residential, commercial, retail and hospitality properties. Partner Pranav Sharma led the transaction which was valued at INR863 crores (US$144.5m) and was completed on 12 July 2013.
AZB & Partners has advised CVCIGP II Employee Ebene Ltd and CVCIGP II Client Ebene Ltd in respect of their acquisition of shares in Sansera Engineering Private Ltd by purchasing shares from the existing shareholders, including existing private equity investors, of the company and subscription to convertible instruments. Partner Essaji Vahanvati led the transaction which was valued at approximately US$56.7 million and was completed on 8 July 2013. AZB & Partners has also advised Tech Mahindra Ltd and its three wholly owned subsidiaries and Satyam Computer Services Ltd (Mahindra Satyam) and its wholly owned subsidiary in respect of the merger of Mahindra Satyam and certain subsidiaries of Mahindra Satyam and Tech Mahindra Ltd with Tech Mahindra Ltd. Partners Abhijit Joshi and Nandish Vyas led the transaction which was completed on 24 June 2013. Baker & McKenzie is acting for US private equity firm Altamont Capital Partners in respect of Billabong International’s A$325 million (US$300.58m) debt refinancing. Under the deal, the Altamont consortium will acquire up to 40 percent of the surf wear company and its action-sports and outdoor-accessories brand DaKine. Two new directors will be appointed to Billabong’s board and Scott Olivet will take over as chief executive officer. Partner Steven Glanz, assisted by partners Kate Jefferson, Howard Fraser, George Harris, John Walker and David Walter, led the transaction whilst Ropes and Gray also advised Altamont. Allens advised Billabong. Clifford Chance has advised Singapore based oil and gas exploration and production company KrisEnergy in respect of its US$215 million IPO in Singapore. The company sold 246.15 million shares at US$0.87 per share. Bank of America Merrill Lynch and CLSA acted as joint global coordinators and book-runners on the deal. Partner Raymond Tong led the transaction with partners Johannes Juette and Jeroen Thijssen whilst Walkers, led by partners Thomas Granger and Nigel Weston, acted as British Virgin Islands, Cayman Islands and Jersey counsel. Latham & Watkins, led by partners Michael Sturrock and Sharon Lau, represented CLSA Singapore Pte Ltd and Merrill Lynch (Singapore) Pte Ltd as underwriters. Fox Mandal Delhi has acted as Indian counsel to Royal Bank of Scotland Plc London (RBS) in respect of a financing arrangement by executing receivables purchase agreement (RPA) with Bharat Petroleum Corporation Ltd (BPCL), under which BPCL will be offering for sale its receivables under invoices to RBS for a consideration as agreed under the RPA. Partner Dr Rajesh Sehgal led the transaction. Khaitan & Co has advised Bharat Fritz Werner Ltd (BFW) and its promoters Kothari Group in respect of providing an exit to funds promoted by IL&FS Investment Managers Ltd and Kotak Private Equity from BFW. BFW is a leading private sector machine tools manufacturing company incorporated on 17 October 1961 in collaboration with Fritz Werner Werkzeugmaschinen GmbH of Germany. Partner Haigreve Khaitan led the transaction. Khaitan & Co has also advised Mitsubishi Heavy Industries Ltd in respect of the India leg of the global merger of Mitsubishi’s business of thermal power generation systems (which includes manufacturing of boilers and turbines in six jurisdictions, including India, China, Japan and Americas), with Hitachi Ltd. Mitsubishi, one of the world’s leading heavy machinery manufacturer headquartered in Tokyo, has two joint ventures with Larsen & Toubro in India, as well as a wholly owned subsidiary Mitsubishi Heavy Industries India Private Ltd in India for the boiler and turbine manufacturing, to address the rapidly growing Indian power market. Partners Upendra Joshi, Amitabh Sharma and Nishant Singh led the transaction, assisted by partners Avaantika Kakkar and Chakrapani Misra. Latham & Watkins has represented Baring Private Equity Asia and Nord Anglia Education (NAE) in respect of NAE’s acquisition of WCL Group Ltd for an enterprise value of US$222 million and the US$125 million senior secured bridge loan used to partially fund the acquisition. The firm also represented NAE in its US$165 million senior secured note offering used to refinance the bridge loan. The note offering was completed on 3 July 2013. NAE operates British schools in China, Europe, the Middle East and South-East Asia. WCL operates British schools in North America, the Middle East and Europe. Baring Private Equity Asia acquired NAE in 2008. The acquisition strengthens NAE’s presence in North America and the Middle East, increasing its footprint to 25 schools in 11 countries. Partners Bryant Edwards and Tim Gardner led the transaction. Maples and Calder has acted as Cayman Islands counsel for Privium Fund Management BV in respect of the establishment of Privium Capital Fund SPC and its first fund, Croesus Absolute Return Fund SP. Privium Capital Fund SPC is a platform for launching new funds for fund managers located in primarily Hong Kong, The Netherlands or the UK, with client, middle office and administration support provided by Darwin Financial Platform BV and Vistra Fund Services. Ann Ng and Terence Ho led the transaction whilst CLCS BV advised as to The Netherlands law. Morrison & Foerster is representing Tsinghua Unigroup Ltd, an operating subsidiary of state-owned Tsinghua Holdings Co Ltd which is funded by Tsinghua University in China, in respect of its acquisition of Spreadtrum Communications Inc. Spreadtrum is a Shanghai-based fabless semiconductor developer and design company with advanced technology in 2G, 3G and 4G wireless communications standards. Unigroup will acquire all of the outstanding shares of Spreadtrum in a Cayman Islands cash merger for US$31 per American Depositary Share for a total of US$1.78 billion on a fully diluted basis. The parties signed a definitive agreement on 12 July 2013 but the transaction remains subject to PRC regulatory approvals. The deal is the largest announced semiconductor acquisition globally in more than a year. Partners Christopher Forrester, Chuck Comey, Michael O’Bryan and Sherry Yin led the transaction. 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 issuance of HK$776 million (US$100m) 1.25 percent convertible bonds due 2018. HSBC acted as the sole global coordinator, book-runner and 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 Catherine Tsang led the transaction. Rajah & Tann is advising Polyfoam Asia Pte Ltd, a wholly-owned subsidiary of Inoac Corporation, in respect of its investment in AGP Asia Holding Pte Ltd. AGP and the Board of Directors of Armstrong Industrial Corporation Ltd jointly announced on 5 July 2013 a proposal by AGP to seek the voluntary delisting of Amstrong from the SGX-ST and an exit offer to acquire all the issued ordinary shares in the capital of Armstrong in connection therewith. Armstrong and its subsidiaries are engaged in the manufacture and sale of precision die-cut foam and rubber moulded components. The Ong Family, which owns investment holding company Gilbert Investment Corporation Pte Ltd, holds 46.54 percent of the total number of issued shares in Armstrong. The INOAC group is a conglomerate engaged in, inter alia, the development and supply of materials based on urethane, rubber, plastic and synthetic materials. Partner Evelyn Wee, supported by partners Lorena Pang, Yon See Ting, Linda Qiao, Brian Ng, Sui Lin Teoh and Nattarat Boonyatap, led the transaction. The firm’s associate office in Malaysia, Christopher & Lee Ong (formerly known as Kamilah & Chong), and Indonesian law firm Ali Budiardjo, Nugroho, Reksodiputro assisted Polyfoam in the conduct of legal due diligence on the Armstrong Group. Wong Partnership is representing GCPL and AGP in the transaction valued at S$197.5 million (US$156.7m) and which is yet to be completed. Sidley Austin has advised NetDragon Websoft Inc in respect of its memorandum of understanding (MOU) with Baidu Holdings Ltd Inc. NetDragon is an innovator and creative force in China’s online gaming and mobile internet industries whilst Baidu is a leading Chinese language internet search provider. The MOU relates to the proposed sale of NetDragon’s equity interest in 91 Wireless Websoft Ltd to Baidu. Baidu intends to purchase the entire issued share capital of 91 Wireless for a total of US$1.9 billion and the remaining equity interest from other shareholders, based on terms and conditions similar to those offered to NetDragon. NetDragon and Baidu will finalise negotiations on the terms by 14 August 2013. Partner Gloria Lam led the transaction. Tay & Partners has advised in respect of the completion of the loan and security documentation for facilities aggregating RM180 million (US$56.59m) granted by AmBank (M) Bhd, CIMB Bank Bhd and UOB Bank Malaysia Bhd to a property developer, a subsidiary of a public listed company, for its proposed mixed development on a prime location in Kuala Lumpur. Partner David Lee led the transaction. WongPartnership is acting for Credit Suisse (Singapore) Ltd, as the sole global coordinator and issue manager, and Credit Suisse (Singapore) Ltd and DBS Bank Ltd, as the joint bookrunners and underwriters, in respect of an IPO of SPH REIT under Regulation S to raise approximately S$503.9 million (US$398m). Partners Rachel Eng, Tan Teck Howe, Long Chee Shan and James Choo led the transaction. WongPartnership has also acted for SGX-ST listed United Envirotech Ltd (UEL) in respect of the establishment of its US$300 million medium term note programme. UEL is an environmental solutions provider focusing on water and wastewater treatment. Standard Chartered Bank acted as arranger and dealer. Partners Hui Choon Yuen, Goh Gin Nee and Trevor Chuan led the transaction. |
Deals – 18 July 2013
Allen & Gledhill has advised CapitaLand Ltd in respect of its issue of S$650 million (US$516m) in principal amount of 1.85 percent convertible bonds due 2020 which are convertible into new ordinary shares in the capital of the company. Partners Lim Mei and Hilary Low led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd in respect of Freight Links Express Holdings Ltd’s inaugural issuance of S$100 million (US$79.38m) fixed rate notes due 2017 under its S$400 million (US$317.5m) multicurrency medium term note programme. Partner Margaret Chin led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised Mitsubishi Heavy Industries Ltd Japan (MHI) in respect of its acquisition of Concast India Ltd. The transaction involved the acquisition of 100 percent of the equity share capital of Concast from existing shareholders Narinder Nayar and his family members. The acquisition was subject to the approval of a demerger scheme by the High Court of Mumbai which was sanctioned in June 2013. Partners Shilpa Mankar Ahluwalia, Pooja Mahajan, Santosh Janakiram and Ranjan Negi led the transaction which is expected to close in August 2013. Desai Desai Carrimjee & Mulla represented Concast and the sellers. Amarchand & Mangaldas & Suresh A Shroff Co has also advised Standard Chartered Bank, the arranger and initial purchaser of the debentures, in respect of GR Infraprojects Ltd’s issuance of secured, redeemable, non-convertible debentures in an aggregate principal amount of INR80 crores (US$13.46m). The debentures are secured by a first ranking charge by way of hypothecation of certain plant and machinery of the issuer. Partner Pranav Sharma led the transaction which closed on 4 July 2013. Appleby has acted as Cayman Islands counsel for S Culture International Holdings Ltd in respect of its listing on the Main Board of the HKSE on 11 July 2013, with gross proceeds of approximately HK$107 million (US$136.8m). Net proceeds from the global offering will be used to open new retail outlets in the PRC, Hong Kong and Taiwan, while introducing their Josef Seibel branded footwear products in Shanghai. Partner Judy Lee led the transaction whilst Wilkinson & Grist, Jun He Law Offices, Lee, Tsai & Partners and MdME Lawyers and Private Notary advised as to Hong Kong, PRC, Taiwan and Macau laws, respectively. Pang & Co, in association with Loeb & Loeb, advised the sole sponsor, RHB OSK Capital Hong Kong Ltd, as to Hong Kong law. Appleby has also acted as Cayman Islands counsel for China Aluminum Cans Holdings Ltd in respect of its listing on the Main Board of the HKSE on 12 July 2013, with proceeds of approximately HK$100 million (US$12.9m). Net proceeds from the offering will mainly be used for the expansion of production capacity and for the establishment of a research and development laboratory. The sole sponsor was Shenyin Wanguo Capital (HK) Ltd. Partner Judy Lee also led the transaction whilst Hastings & Co and China Commerce Law Firm advised as to Hong Kong and PRC laws, respectively. AZB & Partners has advised SBI Group Japan in respect of SBI Holdings Inc’s proposed investment of about US$75 million representing 75 percent in an alternative asset management fund. Partner Sai Krishna Bharathan led the transaction which was completed in March 2013. AZB & Partners has also advised Intel Capital (Mauritius) Ltd in respect of its acquisition of the shareholding of Bright Lifecare Private Ltd. Partner Gautam Saha led the transaction which was completed on 3 June 2013. Baker & McKenzie’s Tokyo office has acted for Japanese telecommunications giant NTT Communications in respect of the acquisition of further shares in Frontline Systems, increasing its shareholding from 70 percent to 80 percent. NTT Communications, a global leader in telecommunications and data centres with approximately 150 data centres in major cities around the world, acquired its initial 70 percent stake in Frontline in July 2011. In turn, Frontline has acquired further shares in the data centre company Harbour MSP, increasing its shareholding from 85 percent to 90 percent. The firm also advised Frontline on the acquisition of Harbour MSP shares. The Baker & McKenzie team was led by M&A partners Ben McLaughlin in Sydney and Hiroshi Kondo in Tokyo, with support from associates Candice Heggelund and Simone Bridges in Sydney and Tetsuo Tsujimoto in Tokyo. Colin Ng & Partners has advised SGX-ST Mainboard-listed Eratat Lifestyle Ltd in respect of a RMB100.5 million (US$16.3m) bonds and warrants subscription by SHK Securities (Nominees) Ltd, a subsidiary of Sun Hung Kai & Co Ltd (SHK). Eratat designs, manufactures and distributes lifestyle fashion footwear and fashion apparel in China for a wide range of activities catering to casual lifestyle and outdoor activities. The subscriber’s holding company, SHK, is listed on the HKSE and the principal businesses of its subsidiaries are wealth management and brokerage, capital markets, consumer finance, as well as principal investments. Partner Gregory Chan led the transaction which was completed on 8 July 2013. Davis Polk is advising Cloudary Corporation in respect of private placements to Goldman Sachs and Temasek of approximately US$110 million. Cloudary Corporation is an online literature platform globally, with a platform consisting of an expanding library of original and copyrighted third-party literary works. Goldman Sachs is a global investment banking, securities and investment management firm. Temasek is an investment company based in Singapore, with investments across various sectors. Partner Miranda So is leading the transaction. Hadiputranto, Hadinoto & Partners and Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firms in Indonesia and Singapore, respectively, have advised PT Electronic City Indonesia Tbk in respect of the IPO which raised US$135 million. The ordinary shares were offered to Indonesian investors under Bapepam-LK rules and to investors outside Indonesia under Rule 144A and Regulation S under the US Securities Act of 1993. Partner Rambun Tjajo led the team in Indonesia whilst partners Ashok Lalwani and Yeo Jih-Shian led the team in Singapore. J Sagar Associates has represented L&T Infrastructure Finance Company Ltd and The Federal Bank Ltd in respect of the long term facility of INR363 crores (US$61.2m) provided to BLP Vayu (Project 1) Private Ltd for acquisition of DLF Ltd’s wind power business in Gujarat. Partners Dina Wadia and Divyanshu Pandey piloted the transaction. Khaitan & Co has advised Department of Disinvestment, Ministry of Finance in respect of the approximately US$96.3 million sale of equity shares aggregating approximately 9.33 percent of the paid up equity share capital of MMTC Ltd by offer for sale of equity shares through stock exchange mechanism. MMTC is a Government of India enterprise and is a major global player in the minerals trade. Partner Sharad Vaid led the transaction. Khaitan & Co has also advised DTDC Courier & Cargo Ltd and Reliance ADAG group company REL Utility Engineers Ltd in respect of the acquisition of 42.53 percent stake by GeoPost SA France in DTDC for approximately US$31 million, which also resulted in REL’s exit from DTDC. DTDC is India’s second largest end-to-end logistics, express and courier company. Partner Ganesh Prasad led the transaction. Maples and Calder has acted as Cayman Islands counsel to Hengan International Group Company Ltd in respect of its issue of HK$5.43 billion (US$700m) zero coupon convertible bonds due 2018. The shares in Hengan are listed on the HKSE and the bonds are listed on the SGX-ST. It is expected to be the biggest convertible bond issuance with the highest premium in the region in two years. Partner Christine Chang led the transaction whilst Reed Smith Richards Butler acted as English counsel. Deutsche Bank, JP Morgan, HSBC, UBS and Nomura, the joint lead managers, were advised by Linklaters as English counsel. Norton Rose Fulbright has advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as facility agent and the mandated lead arrangers in respect of a US$101.8 million equivalent dual currency syndicated term facility to HKSE-listed PRC property developer Yuzhou Properties Company Ltd dated 30 April 2013. The mandated lead arrangers were Hang Seng Bank Ltd, HSBC, Tai Fung Bank Ltd, The Bank of East Asia Ltd, Luso International Banking Ltd and China Guangfa Bank Co Ltd Macau Branch. The transaction was the first syndicated loan facility entered into by the borrower. The proceeds of the facility will be used for refinancing and general working capital. Partner Peter Haslam led the transaction. Paul Hastings has represented the underwriters, composed of Morgan Stanley Asia Ltd, Standard Chartered Securities (Hong Kong) Ltd, BOCI Asia Ltd, BOCOM International Securities Ltd, CCB International Capital Ltd, China Galaxy International Securities (Hong Kong) Co Ltd and Haitong International Securities Company Ltd, in respect of the US$87 million global offering and HKSE IPO of New Century Real Estate Investment Trust (New Century REIT), the first China-based hotel REIT in the world and the first REIT to list in Hong Kong since April 2011. Sponsored by New Century Group, the largest domestic, star-rated hotel group in China, and backed by the Carlyle Group, a global alternative asset manager, New Century REIT owns four 5-star hotels and one 4-star hotel in China. Partners Raymond Li and Sammy Li led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Baker & McKenzie, led by partner Jason Ng, advised DB Trustees (Hong Kong) Ltd, the trustee of New Century REIT. Appleby, led by partner Judy Lee, acted as Cayman Islands and British Virgin Islands counsel whilst Latham & Watkins acted as Hong Kong and US counsel and King & Wood Mallesons acted as PRC counsel for New Asset Management Ltd as the manager. Shearman & Sterling is representing Morgan Stanley Asia Ltd, financial advisor to the board of directors of Spreadtrum Communications Inc, in respect of the US$1.78 billion acquisition of Spreadtrum by Tsinghua Unigroup Ltd. Spreadtrum is a fabless semiconductor company which develops mobile chipset platforms for smartphones, feature phones and other consumer electronics products. Tsinghua Unigroup is an operating subsidiary of Tsinghua Holdings Co Ltd, a solely state-owned limited liability corporation funded by Tsinghua University in China. Tsinghua Unigroup’s business lines include high-technology, bio-technology, science park development and urban infrastructure construction. Partner Paul Strecker led the transaction. Shook Lin & Bok has advised International Healthway Corporation Ltd (IHC), a Singapore-incorporated healthcare services and facilities provider with operations in Japan, Malaysia and China, in respect of its IPO and listing on the Catalist board of the SGX to raise gross proceeds of approximately S$50.1 million (US$39.77m). This is the largest Catalist IPO on the date of IHC’s listing with an IPO market capitalisation of S$770.33 million (US$611.5m). Partner Gwendolyn Gn led the transaction. Sidley Austin has advised application software provider Sinosoft Technology Group and real estate developer Modern Land (China) Group in respect of their IPOs which were listed on 9 July 2013 and 12 July 2013, raising US$55.7 million and US$76.4 million, respectively. Partners Constance Choy, Gloria Lam, Sherlyn Lau and Raymond Oh advised on the transactions. Simpson Thacher has represented JP Morgan in respect of the offering by Fubon Financial Holding Co Ltd of US$850 million global depositary shares. Fubon is a leading financial holding company in Taiwan and its common shares are traded on the Taiwan Stock Exchange. The global depositary shares are listed on the Luxembourg Stock Exchange. This transaction was the largest equity offering by a Taiwanese company since the financial crisis in 2008. Chris Lin, Heather Tsai, Asher Hsu, Tse-Yu Su, Rob Holo and Devin Heckman advised on the transaction. Weerawong, Chinnavat & Peangpanor has represented Ananda Development Public Company Ltd in respect of an offering of unsecured and unsubordinated debentures valued at up to US$100 million, in which Bualuang Securities Public Company Ltd, CIMB Thai Bank Public Company Ltd acted as arrangers whilst Asia Plus Securities Public Company Ltd acted as co-manager. Partner Peangpanor Boonklum led the transaction which closed on 4 July 2013. |
Deals – 11 July 2013
Allen & Overy is advising The Bank of Tokyo Mitsubishi UFJ Ltd (BTMU) in respect of its voluntary tender offer (VTO) for The Bank of Ayudhya Public Company Ltd (Krungsri), a major commercial bank listed on the Thai Stock Exchange. The deal is valued at up to US$5.75 billion, which will make it the largest acquisition in Asia to date by a Japanese bank. The deal, which is subject to regulatory approvals, corporate approvals and fulfillment of certain conditions, will see BTMU launch a VTO for Krungsri, with the aim of acquiring a majority stake in the bank. BTMU has agreed with GE Capital International Holdings Corporation (GE) that they will tender their stake of approximately 25.33 percent in the VTO. The transaction, targeted for completion in December 2013, will see BTMU replace GE as a major shareholder in Krungsri and partner with the Ratanarak Group, an existing group of major shareholders which is not currently expected to tender its shares in the VTO. Partners Suparerk Auychai and Simon Black led the transaction whilst Nishimura & Asahi advised on Japanese law. King & Wood Mallesons and Thanathip & Partners advised GE.
Allen & Overy is also advising The Dai-ichi Life Insurance Company Ltd in respect of its IDR3.3 trillion (US$337m) acquisition of a 40 percent stake in PT Panin Life of Indonesia. The strategic joint venture encompasses a long-term exclusive bancassurance agreement between Panin Life and PT Bank Pan Indonesia, Tbk (Panin Bank). Dai-ichi, the only listed company among Japan’s big four life insurers, was the successful bidder in an auction for the stake in Panin Life. The deal was announced on 4 June 2013. Completion of the acquisition and the commencement of the bancassurance business are expected within the next three to six months, following regulatory approval. Under the terms of the agreement, Dai-ichi will hold a five percent equity stake in Panin Life by acquiring newly issued shares. It will also subscribe for 36.842 percent of the shares in PT Panin Internasional, Panin Life’s immediate holding company. Partner Chris Moore is leading the transaction whilst Hibiya Nakata and Soewito Suhardiman Eddymurthy Kardono are acting as Japanese and Indonesian legal advisors, respectively. Makes & Partners is acting as Indonesian legal advisors to Panin Group. Appleby has acted as Cayman Islands counsel for Jin Cai Holdings Company Ltd in respect of its listing on the Main Board of the HKSE on 5 July 2013, with gross proceeds of approximately HK$72 million (US$9.28m). A majority of the proceeds from the placing will be used primarily for expanding its Huizhou production base and its sales and marketing network. Jin Cai Holdings is principally engaged in the design, printing and sale of cigarette packages in the PRC. Partner Judy Lee led the transaction whilst Loong & Yeung and Shu Jin Law Firm advised as to Hong Kong and PRC laws, respectively. F Zimmern & Co and Hills & Co advised the sole sponsor and underwriters as to Hong Kong and PRC laws, respectively. AZB & Partners has advised Kiran Energy Solar Power Private Ltd and Solarfield Energy Two Private Ltd in respect of the approximately US$23.4 million credit facility extended under an agreement dated 1 March 2013 by Export Import Bank of United States to Solarfield for the development, design, procurement, ownership, construction, commissioning, operation and maintenance of the approximately 21.85 MW solar photovoltaic power plant in Jodhpur, Rajasthan, India, and the approximately US$5 million loan extended by IDFC Ltd to Solarfield under an agreement dated 11 January 2013 and amended by the first amendment agreement dated 19 March 2013 for financing certain costs of the project. Partner Sai Krishna Bharathan led the transaction. AZB & Partners has also advised Mahindra Suryaprakash Private Ltd (MSPPL) in respect of the approximately US$35 million credit facility extended under an agreement dated 1 March 2013 by Export Import Bank of United States to MSPPL for the development, design, procurement, ownership, construction, commissioning, operation and maintenance of two solar photovoltaic power plants of an aggregate capacity of 30 MW in Jodhpur, Rajasthan, India, and the approximately US$8.5 million loan extended by IDFC Ltd to MSPPL under an agreement dated 11 January 2013, and amended by the first amendment agreement dated 25 March 2013 for financing certain costs of the project. Partner Sai Krishna Bharathan also led the transaction. Clayton Utz is advising Origin Energy Ltd in respect of its acquisition of Eraring Energy from the NSW Government for A$50 million (US$45.83m). Origin executed a sale and purchase agreement with the NSW Government to acquire Eraring and agreed the terms for cancellation of the Cobbora Coal Supply Agreement, including a payment to Origin of A$300 million (US$274.97m). In a related transaction, Origin entered into a coal supply agreement with Centennial Coal for the provision of 24.5 million tonnes of coal over an eight-year period from FY 2015 for use at Eraring Power Station. On 1 March 2011, Origin entered into GenTrader arrangements with Eraring, which included the right to dispatch and sell electricity output from the Eraring Power Station and the Shoalhaven Scheme. At the time Origin also entered into an arrangement with the state-owned Cobbora Coal Mine Pty Ltd, which included the supply of up to five million tonnes of coal per annum from FY 2015 to FY 2032 from the undeveloped Cobbora Coal Project. Cancellation of the rights under the Cobbora arrangements and commencement of the supply agreement with Centennial Coal are both conditional on successful completion of the acquisition of Eraring Energy. Partner Graham Taylor led the transaction and he was supported by partners Nick Thomas, Graeme Dennis and Jane Paskin. Clifford Chance has advised China Development Bank Corporation (CDB) in respect of a 13-year debt facility agreement of up to US$1 billion to finance MMG’s Dugald River project, which involves the development and construction of a zinc, lead and silver mine located in north west Queensland, Australia. The firm advised on the English, Hong Kong and Singapore law aspects of the financing transaction. The Dugald River facility will be available for draw down until 27 June 2016 with final repayment to occur on 26 June 2026. The banking syndicate included CDB and Bank of China Sydney Branch. Partners Maggie Lo and Ting Ting Tan drove the transaction. Hogan Lovells has advised the underwriters, which include CLSA Ltd, CITIC Securities Corporate Finance (HK) Ltd, Credit Suisse (Hong Kong) Ltd, BOCOM International Securities Ltd and CIMB Securities Ltd, in respect of the Hong Kong IPO and Rule 144A placing of Macau Legend Development Ltd, one of the leading owners of entertainment and casino gaming facilities in Macau. The IPO was priced at HK$2.35 (US$0.30) per share, raising US$283.5 million. Partners Terence Lau and Man Chiu Lee led the transaction. HSA Advocates has advised Invest India Micro Pension Services Private Ltd (IIMPS) and its promoter group in respect of raising private equity funds from KfW, a German promotional bank owned by the Federal Republic of Germany and its Federal States (Bundesländer), in lieu of approximately 30 percent stake of IIMPS in a transaction which was a blend of subscription of fresh equity shares, secondary purchase from the promoters of IIMPS and grant by KfW. IIMPS is engaged in distributing financial services, including those related to savings for old age and insurance, mainly to low income individuals, under a “micro pension” model which it conceptualised, designed and developed. Other major existing IIMPS shareholders are UTI Asset Management Company Ltd, SEWA and Michael & Susan Dell Foundation. Partners Aparajit Bhattacharya and Harvinder Singh spearheaded the transaction. Michael & Susan Dell Foundation was advised by AZB & Partners, led by partner Hardeep Sachdeva. Indus Law has advised SAIF Partners and Sierra Ventures in respect of their US$270 million acquisition of an 80 percent majority stake in IT services company CSS Corp. O’Melveny & Myers and Allen & Overy also advised on the transaction which was completed on June 2013. Indus Law has also advised Helion, Inventus and Seed Fund as the existing investors and Phanindra Sama and Charan Padmaraju as the founders of Pilani SoftLabs Private Ltd (www.redBus.in) in respect of the acquisition of 100 percent of the shares in the company for US$100 million. Amarchand & Mangaldas & Suresh A Shroff & Co also advised on the transaction which was completed in June 2013. Khaitan & Co has advised The Interpublic Group, acting through its subsidiary CMG Group (Singapore) Private Ltd (CMG), in respect of its acquisition of MAA Group Holdings Private Ltd’s 60 percent stake in Corporate Voice Weber Shandwick Private Ltd. The Interpublic Group is an American multinational advertising and public relations company. It is considererd one of the “big four” global advertising agencies. Partner Rajiv Khaitan piloted the transaction. Khaitan & Co has also advised Jiangsu Jinsheng Industry Co Ltd (Jinsheng) China in respect of the Indian leg of the acquisition of the natural fibres and textile components business units from the textile segment of Oerlikon Corporation AG Switzerland structured in the form of asset and share purchase deals for a total consideration of US$683.4 million. Jinsheng engages in the production and sales of textiles machinery. The company has its headquarters in the Jiangsu province, China and employs approximately 1,200 people. Partner Rabindra Jhunjhunwala led the transaction. Majmudar & Partners has advised Axis Bank Hyderabad in respect of an US$8.2 million letter of credit facility provided to Xius Holding Corp, a company incorporated in Massachusetts, USA, which was backed by a share pledge and parent guarantee extended by its holding company in India, Megasoft Ltd, under the automatic route of the Reserve Bank of India. Prashanth Sabeshan led the transaction. Baker & McKenzie Wong & Leow acted as English counsel whilst Baker & McKenzie acted as US counsel to the lender. Paul Hastings has represented Cowen and Company (Asia) Ltd, as the financial advisor to the special committee of the board of directors of Zhongpin Inc, in respect of the US$361 million acquisition of Zhongpin by a management-led consortium in a going-private transaction under Rule 13e-3. Zhongpin is a leading meat and food processing company in China. Partner Steven Winegar, with support from partners Jodi Kleinick and Kevin Logue, led the transaction. Rajah & Tann has advised SAC Capital Private Ltd as joint placement agent in respect of the IPO of International Healthway Corporation Ltd and its listing and quotation on Catalist. Based on the issue price of S$0.48 (US$0.37) per share, the group is valued at S$770.33 million (US$601.7m). The group is principally engaged in providing healthcare services and development, investment and management of real estate projects which include medical real estate, healthcare-related assets and integrated mixed-use developments. PrimePartners Corporate Finance Pte Ltd acted as manager, sponsor and joint placement agent whilst DMG & Partners Securities Pte Ltd acted as joint placement agent. Partners Chia Kim Huat and Danny Lim led the transaction. Shook Lin & Bok acted as solicitors to the placement and legal adviser to the issuer on Singapore law. Rajah & Tann has also advised Pluto Rising Pte Ltd in respect of its S$276.9 million (US$216.34m) mandatory unconditional cash offer for Viz Branz Ltd. The Viz Branz group is principally engaged in the manufacture and export of fine-quality instant beverages, mixes, snack food and non-dairy creamer. It has manufacturing operations in Singapore, the PRC, Myanmar, Thailand and Vietnam, and its products are sold under various brands in markets such as the PRC, South-East Asia, Indochina, Iran, Japan, Africa, the Middle East, as well as the USA. Partners Chia Kim Huat and Danny Lim also led the transaction which was announced on 5 July 2013 and is still ongoing. Sidley Austin has represented China Horizon Investments, a New York-based investor group, in respect of its RMB1 billion (US$163m) joint venture with China Post, the state-owned postal service of the People’s Republic of China (PRC). The joint venture came on the heels of a 3-year pilot program that saw the two parties collaborate on approximately 100 retail outlets across three provinces in China. Leveraging on China Post’s iconic brand and vast distribution network, the venture seeks to become a leading retailer to the 900 million-strong rural population in the PRC. Partner Joseph Chan led the transaction. Stamford Law has been retained by the receivers and managers of Singapore Flyer Pte Ltd, the company which operates the Singapore Flyer – the world’s largest observation wheel. The company was placed under receivership at the end of May this year, by the secured lender of the company and the firm will be acting for the receivers and the managers on the sale of the company’s charged assets, particularly the Singapore Flyer. Partner Tan Chuan Thye and director Justin Yip are leading the transaction. Stamford Law has also advised SGX-listed integrated marine logistics group Marco Polo Marine Ltd, controlling shareholder of PT Pelayaran Nasional Bina Buana Raya Tbk (listed on the IDX), in respect of its establishment of a S$300 million (US$234.68m) multicurrency medium term note programme. The notes may be issued in various amounts and tenors, and may bear interest at a fixed, floating, variable or hybrid rate. Partner Ng Joo Khin led the transaction. Sullivan & Cromwell is acting as US bank regulatory counsel to The Bank of Tokyo-Mitsubishi UFJ in respect of its proposed US$5.75 billion acquisition of a majority stake in Thailand’s Bank of Ayudhya Plc. Partners Keiji Hatano and Donald Toumey are leading the transaction which was announced on 2 July 2013. Tay & Partners has acted as Malaysian legal counsel in respect of the listing of International Healthway Corporation Ltd (IHC) on Catalist of the SGX. IHC is an integrated healthcare services and facilities provider. It has a portfolio of medical real estate, healthcare related assets and integrated mixed use developments in Malaysia, China and Japan. IHC is the largest company listed on Catalist to date, by market capitalisation of over S$770 million (US$601.3m). Partners Chang Hong Yun and Teo Wai Sum led the transaction. Trilegal has advised Standard Chartered Bank in respect of a US$39 million credit facility granted to DomsjöFabriker AB, a Swedish subsidiary of Grasim Industries Ltd. Partner Ameya Khandge led the transaction which closed on 5 June 2013. Allen & Overy acted as English law advisors whilst Advokatfirman Cederquist acted as Swedish law advisors to the lenders. Trilegal has also advised Axis Bank Hong Kong branch in respect of a US$10 million term loan facility granted to Gujarat NRE Ltd, an Australian subsidiary of Gujarat NRE Coke Ltd. Partner Ameya Khandge also led the transaction which closed on 24 June 2013. SJ Berwin acted as English law advisors, Hunt & Hunt as Australian law advisors and Eversheds as Hong Kong law advisors to the lenders. WongPartnership has acted for the mandated lead arrangers in respect of a S$616 million (US$481m) term loan facility to Sim Lian JV (Vision) Pte Ltd, a joint venture between Sim Lian Land Pte Ltd and Sim Lian Development Pte Ltd, for the purposes of financing the purchase of a plot of land known as Lot 8819V of Mukim 5 in Singapore and the construction costs of the property. Partners Alvin Chia and Angela Lim led the transaction. WongPartnership is also acting for Aceland Investment Ltd, a vehicle controlled by CLSA Capital Partners, in respect of the divestment of all the issued shares in the capital of F2S1 Investment Pte Ltd (F2S1) to EH Property & Investments Pte Ltd for a consideration of approximately S$336 million (US$262.4m), subject to adjustments. F2S1 holds a nine-storey commercial building located at 1 Selegie Road, Singapore, known as “PoMo”. Partners Chan Sing Yee and Carol Anne Tan led the transaction. |