Allen & Gledhill has advised DBS Bank Ltd (DBS) and DBS Trustee Ltd in respect of Marco Polo Marine Ltd’s establishment of a S$300 million (US$235.84m) multicurrency medium term note programme. Under the programme, DBS was appointed arranger, issuing and paying agent, the agent bank and the paying agent. DBS Trustee Ltd was appointed trustee of the holders of the notes. Partner Margaret Chin led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd (DBS), United Overseas Bank Ltd (UOB) and DBS Trustee Ltd in respect of Mencast Holdings Ltd’s establishment of a S$200 million (US$157.23m) multicurrency medium term note programme. Under the programme, DBS and UOB were appointed arrangers. DBS was appointed issuing and paying agent, the agent bank and the paying agent. DBS Trustee Ltd was appointed trustee of the holders of the notes. Partner Margaret Chin also led the transaction. Allen & Overy has advised Deutsche Bank in respect of its first Renminbi-denominated bond issuance in Taiwan, making it the first international financial institution to issue such bonds there. The so-called “Formosa Bond” issuance (bonds issued in Taiwan but in a foreign currency) in the principal amount of CNY1.1 billion (US$179.38m) is the largest Renminbi bond issuance in Taiwan to date. The bonds are listed on the GreTai exchange in Taiwan, allowing Taiwanese retail investors to directly invest in the bonds. Partner Walter Son led the transaction with support from partner Kai Schaffelhuber. Baker & McKenzie has acted as US and PRC counsel to Innolux Corporation, a Taiwan-listed TFT-LCD total solution manufacturer, and its subsidiary Leadtek Global Group Ltd, in respect of the sale of approximately 25.4 million American Depositary Shares (ADS) representing approximately 50.8 million ordinary shares (which include ADSs sold pursuant to the exercise of the over-allotment option by the underwriters), of Himax Technologies Inc, a Nasdaq-listed fabless manufacturer of advanced display drivers and imaging solutions. The offering raised approximately US$133 million. The offer and sale was registered with the US Securities and Exchange Commission. Citigroup Global Markets Inc acted as global coordinator whilst Citigroup Global Markets Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chardan Capital Markets LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners. Oppenheimer & Co Inc, Rosenblatt Securities Inc and Craig-Hallum Capital Group LLC acted as co-managers. Partners Alex Chiang and Brian Spires led the transaction. Davis Polk, led by partner James C Lin, advised Himax Technologies Inc whilst Conyers Dill & Pearman advised as to Cayman law. Shearman & Sterling advised the joint book-runners as US law whilst Lee and Li advised as to Taiwan law. Baker & McKenzie has also acted for Next Capital and Industry Funds Management (IFM) in respect of the A$100 million (US$90.85m) acquisition of Australia and New Zealand financing business, Scottish Pacific, from Lazard Australia Private Equity. Next Capital is a leading independent private equity firm in Australia. IFM is a wholesale funds manager specialising in private equity. Partner Ashley Poke led the transaction which was announced on 1 July 2013. Clayton Utz is advising Bravura Solutions Ltd, a leading global supplier of wealth management, life insurance and transfer agency software applications and services, in respect of the proposed acquisition by Ironbridge Capital of the outstanding shares and options in Bravura that Ironbridge does not currently own. The proposed acquisition is to be effected in part via a scheme of arrangement, such that Ironbridge will, following implementation of the proposal, own 100 percent of the shares and options in the company. Under the proposal, Ironbridge would offer A$0.28 (US$0.25) cash per Bravura share less the amount of any dividend declared by Bravura prior to implementation of the proposal. The proposal is subject to a number of conditions. However, Ironbridge indicated that it is “highly confident” they will be in a position to enter into mutually acceptable binding agreements with the company at the proposed offer price on or before 17 July 2013. Partners David Stammers and Jonathan Algar are leading the transaction which was announced on 28 June 2013. Davis Polk has advised China Investment Corporation (CIC) in respect of a block trade by its wholly-owned subsidiary, Chengdong Investment Corporation, of 1.2 billion shares of GCL-PolyEnergy Holdings Ltd. The transaction raised approximately HK$2.24 billion (US$2588.86m). The shares are listed on the Main Board of the HKSE. CIC is a sovereign wealth fund headquartered in Beijing. GCL-Poly Energy is a green energy supplier based in China. It is one of the largest suppliers of polysilicon in the world and also operates large-scale solar farms globally. Partner Paul Chow led the transaction. Freshfields Bruckhaus Deringer has advised the joint lead underwriters and joint lead book-runners in respect of the US$938 million rights issue of PICC Property and Casualty Company Ltd (PICC P&C), the Chinese state-controlled and China’s leading non-life insurer. PICC P&C has issued 418.2 million H-shares at HK$5.38 (US$0.69) per share and 930 million domestic shares at RMB4.3 (US$0.70) per share. PICC P&C has raised a total of RMB5.7 billion (US$929.4m) from the rights issue and will use the proceeds to strengthen its capital base. Partners Richard Wang and Calvin Lai led the transaction. Han Kun Law Offices has represented Dongying Pharmaceuticals Co Ltd in respect of the transfer of its domestic equity interest to Shanghai Pharma. Dongying engages in the production of high-end genetic pharmaceuticals. Stanley Guo, Jason Wang, Adrian Lv, Yuan Lin, Nikki Yang and Alan Luo advised on the transaction. Herbert Smith Freehills has advised Mitsubishi Heavy Industries Ltd (MHI) in respect of the proposed worldwide merger with Hitachi Ltd of their respective thermal power operations. Under the definitive agreements which were signed on 11 June 2013, MHI and Hitachi will transfer their thermal power operations into an integrated company by way of a company split. Initially, MHI will hold 683 shares and Hitachi 317 shares in the integrated company. Hitachi will then pay ¥29.7 billion (US$298.15m) for an additional 33 shares, bringing the equity contribution ratio of MHI and Hitachi to 65 percent and 35 percent, respectively. Partners Rebecca Major and James Robinson led the transaction. The firm has been working with Japanese law firm Nishimura & Asahi, German law firm Noerr, South African law firm Werksmans Attorneys, Polish law firm WKB Wiercinski, Kwiecinski, Baehr, and Greek law firm Zepos & Yannopoulos. The firms will continue to advise MHI with a view to achieving completion on 1 January 2014. Herbert Smith Freehills has also advised GE Energy Financial Services Inc and Continental Wind Partners (CWP), the developers of the Boco Rock wind farm in New South Wales, in respect of the project’s development phase, equity sale by CWP and project financing. Thai-listed Electricity Generating Public Company Ltd (EGCO) took 100 percent ownership of the project from CWP and will retain CWP to manage the wind farm locally. A consortium comprising of GE and Downer EDI Ltd was awarded a contract to supply turbines, build and maintain the A$350 million (US$318.23m) project-financed wind farm. Boco Rock will be the first project in Australia to install GE’s new flagship 1.7-100 1.7 megawatt wind turbines. The A$265 million (US$240.8m) limited recourse construction and term debt facilities for Boco Rock are committed by a bank syndicate comprising of Australia and New Zealand Banking Group Ltd, The Bank of Tokyo Mitsubishi UFJ Ltd, Sumitomo Mitsui Banking Corporation, Westpac Banking Corporation and Industrial and Commercial Bank of China Ltd. Gerard Pike, Andrew Clark and Brendan Quinn led the transaction. J Sagar Associates has advised Mauritius-based GTI Capital Epsilon Pvt Ltd, registered as a sub account with SEBI, in respect of its secondary purchase of equity shares of National Stock Exchange of India Ltd from IDFC Ltd for INR79O million (US$13.1m). Partners Sidharrth Shankar, Manisha Kumar and Pallavi Puri led the transaction. Jones Day has acted as global antitrust counsel to Tech Mahindra Ltd, one of the leading Indian IT companies, in respect of its full merger with Saytam Computer Services Ltd (Mahindra Satyam), in a transaction valued at approximately US$1 billion. Tech Mahindra had already acquired a 43 percent interest in Mahindra Satyam back in 2009 and agreed in March 2012 to fully merge Mahindra Satyam with Tech Mahindra. The transaction was subject to various regulatory and other approvals. As a result of unusually long-winded regulatory proceedings, it took over a year until the transaction between the two BSE-listed companies was finally completed on 27 June 2013. Mahindra Satyam shareholders will get two shares of Tech Mahindra for every 17 shares of Mahindra Satyam. Carsten Gromotke, Bevin Newman, Fiona Schaeffer, Tanja Neumann, Lisa Schlepper, Jean-Christoph Deverines, Thomas Dinh and Annette Morin advised on the transaction whilst AZB &Partners acted as principal legal advisor to Tech Mahindra in India. Khaitan & Co has advised Mahindra & Mahindra(M&M) in respect of the sale of its majority stake in Mahindra Forgings Ltd, Mahindra Composites Ltd and Mahindra Hinoday Industries Ltd, structuring of the entire transaction for consolidation of the forgings businesses of the CIE group of companies and the Mahindra Systech Companies globally by amalgamation of their respective forgings businesses and the consequent creation of a combined entity to carry on the consolidated forging business and investment by M&M through its subsidiary in CIE Automotive SA. M&M is one of India’s leading business houses and is among the leaders in the Indian automobile industry. Partners Ravi Kulkarni and Vaishali Sharma led the transaction. Khaitan & Co has also advised Multiples Alternate Asset Management Private Ltd in respect of its secondary investment in Milltec Machinery Private Ltd and an acquisition of a 100 percent stake by Milltec in Milltec Industries (Bangalore) Private Ltd and Milltec Outsourcing Private Ltd for a total consideration of approximately US$43 million. Multiples is an investment advisory firm that manages more than US$400 million of private equity funds. Partner Ganesh Prasad led the transaction. Minter Ellison has advised Western Australian-based Cool Clear Water Group Ltd in respect of its acquisition by the UK’s Waterlogic Plc for A$60 million (US$54.53m) in cash. Clear Water Group is the leading supplier of point-of-use drinking water purification and dispensing systems in Australia. Waterlogic is a manufacturer and global distributor of point-of-use drinking water purification and dispensing systems. Private equity house Banksia Capital and the founding shareholders of Cool Clear Water Group were the majority owners of the business. The acquisition marks Waterlogic’s entry into the Australian water cooler market. Partner Ricky Casali led the transaction. DLA Piper, led by partner Dr Gerry Bean, was Australian counsel to Waterlogic. Rajah & Tann is advising Fortis Healthcare International Pte Ltd in respect of the US$80 million divestment of its entire stake, both direct and indirect, in Fortis-Hoan My Medical Corporation to Viva Holdings Vietnam (Pte) Ltd, a subsidiary of Chandler Corporation based in Singapore. The offer price provides a premium to the purchase price paid by Fortis for its stake in 2011. Partners Brian Ng and Evelyn Wee are leading the transaction which was announced on 11 June 2013 and is still ongoing. Linklaters (Singapore and Hong Kong offices) and Russin & Vecchi (Vietnam) are representing Viva Holdings Vietnam Pte Ltd. Rajah & Tann is also advising United SM Holdings Pte Ltd (USM), a joint venture company controlled by Anthoni Salim and Putra Masagung, in respect of its voluntary unconditional cash offer for the issued and paid-up ordinary shares in the capital of Guthrie GTS Ltd, which values Guthrie at S$948.6 million (US$746.2m), based on an offer price per Guthrie share of S$0.88 (US$0.69). The Guthrie group is engaged in property development, engineering and leisure businesses. Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 21 June 2013 and is still ongoing. WongPartnership, led by partners Ng Wai King, Andrew Ang and Tan Sue-Lynn, is acting for Guthrie GTS Ltd. Shook Lin & Bok has acted for the Trust Company (Asia) Ltd, the trustee of Ascendas Hospitality Real Estate Investment Trust (A-HTRUST), in respect of the acquisition of Park Hotel Clarke Quay in Singapore for approximately S$300 million (US$235.88m). The acquisition was funded by both debt and equity. Partners Tan Woon Hum and Andrea Ng advised on the transaction. Simmons & Simmons has advised ONGC Videsh Ltd (OVL) and Oil India Ltd (OIL) in respect of the US$2.475 billion acquisition of Videocon Rovuma 1 Ltd, the company holding a ten percent participating interest in the Rovuma Offshore Block in Mozambique (Area 1), from Videocon Mauritius Energy Ltd. Area 1 is estimated to have recoverable reserves of 35 to 65 trillion cubic feet, which represents the largest gas discovery in East Africa. An LNG project is being planned to export gas produced from Area 1 and its adjacent block, with first LNG expected by 2018. The partners in Area 1 include Anadarko, operator of the project, ENH, Mitsui, BPRL and PTTEP. The acquisition is expected to be implemented via a newly incorporated entity, in which OVL and OIL are expected to hold stakes of 60 percent and 40 percent, respectively. Partners Vivien Yang and Ian Wood led the transaction. Weerawong, Chinnavat & Peangpanor has represented Nok Airlines Public Company Ltd (Nok Air) in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand (SET). The IPO comprised 187.5 million shares for a total offering size of β4.87 billion (US$156.65m). The Siam Commercial Bank acted as financial advisor, with SCB Securities acting as lead underwriter, along with six co-underwriters, namely Country Group Securities, Finansia Syrus Securities, KASIKORN Securities, Maybank Kim Eng Securities (Thailand), RHB OSK Securities (Thailand) and Thanachart Securities. Partner Kudun Sukhumananda led the transaction which closed on 10 June 2013. Weerawong, Chinnavat & Peangpanor has also advised Ananda Development Public Co Ltd, a real estate development company listed on the Stock Exchange of Thailand, in respect of a joint venture transaction with SEA Investment Five Ptd Ltd, a subsidiary of Mitsui Fudosan Residential Co Ltd, to develop property projects in Thailand. The JV combines the experience of two leading property developers with the intent to co-invest in premier real estate projects and to mutually benefit through sharing knowledge and experience. The JV agreement was signed on 18 June 2013. Partner Peangpanor Boonklum led the transaction with support from partner Pakdee Paknara. White & Case has advised the Slovak Republic in respect of its issue of two series of Samurai bonds, denominated in Japanese yen, which have raised ¥30 billion (US$300.6m). This was the country’s first sale of bonds into the Japanese market in more than 15 years, and was aimed at diversifying the sovereign’s financing sources beyond the Euro region. Partners Marek Staron, Juraj Fuska and Norifusa Hashimoto led the transaction. WongPartnership has acted for British and Malayan Trustee Ltd, the only listed trust company in Singapore, (in its capacity as trustee for the Frasers Commercial Trust) in respect of its S$320 million (US$251.6m) loan facility with Commonwealth Bank of Australia Singapore Branch and DBS Bank Ltd for the purpose of refinancing the borrower’s existing debts. Partners Alvin Chia and Tan Beng Lee led the transaction. |
Deals – 4 July 2013
Deals – 27 June 2013
Allen & Gledhill has advised Senoko Energy Pte Ltd in respect of its S$2.6 billion (US$2.04b) term loan facilities arranged by DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corporation and The Bank of Tokyo-Mitsubishi UFJ Ltd. The proceeds of the facilities were applied by Senoko on 21 June 2013 towards the refinancing of its indebtedness under its existing repowering facilities, senior facilities and mezzanine bond facilities. Partners Kok Chee Wai and Julie Sim led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd (DBS) and DBS Trustee Ltd in respect of Eu Yan Sang International Ltd’s establishment of a S$300 million (US$235.53m) multicurrency medium term note programme. The programme was solely arranged by DBS, which was also appointed issuing and paying agent and agent bank. DBS Trustee Ltd was appointed trustee of the holders of the notes. Eu Yan Sang issued S$75 million (US$58.9m) fixed rate notes due 2018 on 6 June 2013 under the programme. DBS was the sole dealer of the notes. Partner Margaret Chin led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised Videocon Hydrocarbon Holdings Ltd (VHHL) in respect of the proposed sale by its wholly-owned subsidiary Videocon Mauritius Energy Ltd (VMEL) of VMEL’s 100 percent stake in Videocon Mozambique Rovuma 1 Ltd (VMRL) to ONGC Videsh Ltd and Oil India Ltd. VMRL holds 10 percent participating interest in the Offshore Area 1 in Rovuma Basin in Mozambique. The acquisition is subject to the approvals of the Governments of Mozambique and India, relevant regulatory approvals, pre-emption rights and other customary conditions precedent. Partner Shardul Shroff led the transaction which was valued at US$2.475 billion. AZB & Partners has advised Tata Global Beverages Ltd (TGBL) in respect of the acquisition by Pyramid Wilmar Plantations (Private) Ltd of 35 percent of the equity of Estate Management Services (Private) Ltd from TGBL and others. Partners Abhijit Joshi and Nandish Vyas led the transaction which was completed on 7 June 2013. AZB & Partners has also advised Standard Chartered Bank and other lenders in respect of certain financial assistance availed by Apollo Tyres Ltd, through its subsidiary Apollo Tyres (Mauritius) Holdings Pvt Ltd, to finance the acquisition of Cooper Tire & Rubber Ltd. Partner Shameek Chaudhuri led the transaction which was signed on 12 June 2013 and is yet to be completed. Baker & McKenzie has advised McCormick & Company Incorporated in respect of its agreement to purchase 100 percent of the assets of Wuhan Asia-Pacific Condiments Co Ltd (WAPC), a privately held company based in China, for approximately RMB900 million (US$146.34m). WAPC was founded in 1998 and manufactures and markets the well-known DaQiao and ChuShiLe brand bouillon products, which have a leading position in the central region of China. McCormick has more than US$3.5 billion in annual sales. It manufactures, markets and distributes spices, seasoning mixes, condiments and other flavouring products to the entire food industry. Partner Howard Wu led the transaction. Baker & McKenzie (gaikokuho joint enterprise) is advising Sumitomo Corporation in respect of its plans to develop and invest in three mega-solar power projects in Japan. These projects will require an investment of ¥18 billion (US$184.3m) with the goal of securing a combined generation capacity of 49 MW. The three plants will be built in Tomakomai in Hokkaido (13 MW); Saijo in Ehime (23 MW) and Kitakyushu in Fukuoka (13 MW). SMBC will lead a syndicated loan which will cover a substantial portion of the project costs. All output will be sold to power companies, taking advantage of the feed-in tariff that provides set prices of ¥42 (US$0.43) per kwh for 20 years for power generated from solar energy sources. The first plant is projected to start operation from August 2014 and all three plants are expected to be completed by April 2015. Naoaki Eguchi led the transaction. Clifford Chance has advised RBS Morgans and Petra Capital as joint lead managers in respect of the A$22 million (US$20.46m) capital raising completed by Ingenia Communities Group, a leading owner, operator and developer of seniors’ housing communities in Australia. Proceeds of the raising will be used to fund acquisitions of managed home estates. Partner Lance Sacks led the transaction. Freshfields Bruckhaus Deringer has advised Dalian Wanda Group in respect of the £320m (US$490.37m) acquisition of Sunseeker International (Holdings) Ltd, Britain’s largest luxury yacht-maker, from FL Partners, a Dublin-based PE firm, and on the acquisition of a significant development site on the South Bank of London from Green Property with the intention to build one of the tallest luxury residential/hotel complexes in Western Europe. These transactions represent Dalian Wanda Group’s first major investments into the UK and are amongst the largest investments in the UK by Chinese private enterprises. Dalian Wanda Group is one of China’s largest property/entertainment conglomerate companies. Partners Alan Wang, Simon Weller, Paddy Ko, Adrian Maguire, Emma Kendall and Murray Clayson led the transaction. Freshfields Bruckhaus Deringer has also advised Alibaba Group in respect of its recent US$8 billion bank financing. The deal follows Alibaba’s 2012 US$4 billion bank financings (on which the firm also advised), which were refinanced by the new facility. The proceeds of the new loan have also been used in part to fund certain obligations under the US$7.1 billion share buyback transaction that was agreed between Alibaba and Yahoo in May 2012. Partner David Winfield led the recent transaction. White & Case, led by partners John Hartley and Eugene Man, advised the nine underwriters (composed of ANZ, Citigroup, Credit Suisse, DBS Bank, Deutsche Bank, HSBC, JP Morgan Chase, Mizuho Corporate Bank and Morgan Stanley) whilst King & Wood Mallesons acted as PRC counsel. Walkers and Maples and Calder provided Cayman and BVI advice to the underwriters and to Alibaba, respectively. Hogan Lovells has advised UBS AG as lead financial adviser and Standard Chartered Bank (Hong Kong) Ltd as joint financial adviser to China Mengniu Dairy Company (Mengniu) in respect of its voluntary general offer for HKSE-listed Yashili International Holdings, one of the largest domestic pediatric milk formula producers and retailers in China. The cash and share offer values Yashili at HK$12.64 billion (US$1.63b). The offer is for all outstanding shares in Yashili not already owned by Mengniu, one of the biggest dairy product manufacturers in China. The acquisition enables both parties to leverage each other’s capabilities and resources to further penetrate the growing pediatric milk formula market in China. Jamie Barr led the transaction. J Sagar Associates has advised Bhartiya Urban Infrastructure and Land Development Company (Bhartiya) and its promoters in respect of the exit by private equity fund IL&FS Investment Managers, one of the country’s largest listed private equity firm, from their investment in Bhartiya City, a 125 acre integrated township project in Bangalore. Bhartiya is part of the Bhartiya Group which, in addition to Bhartiya City in Bangalore, has developed IT parks, retail spaces and convention centres pan India. IL&FS had invested INR1.5 billion (US$24.7m) for a 26 percent stake in 2007 by way of compulsorily convertible preference shares. The current transaction included a sale of such preference shares and equity shares held by IL&FS Mauritius and IL&FS India to the promoters of Bhartiya for INR3.25 billion (US$53.52m). Partners Berjis Desai, Sidharrth Shankar and Pallavi Puri led the transaction. J Sagar Associates has also advised Saudi Arabia based listed company Zamil Industrial Investment Company, a leading manufacturing and total solution provider serving residential, commercial, industrial and oil and gas industries, in respect of its strategic buyout of its Indian joint venture partner’s stake in Advantec Coils Private Ltd (ACPL), which has recently been renamed as Zamil Air Conditioners India Private Ltd. Prior to the transaction, Zamil had originally owned a minority stake in ACPL. The transaction also involved the transfer of business of AGH Industries, a sole proprietorship belonging to the promoters of ACPL, to ACPL as a condition to the strategic buyout of ACPL by Zamil. Partners Upendra Nath Sharma, Sidharrth Shankar and Nitesh Bhasin led the transaction. Khaitan & Co has advised the book-running lead managers (composed of DSP Merrill Lynch Ltd, Morgan Stanley India Company Private Ltd, Standard Chartered Securities (India) Ltd, IDFC Capital Ltd, SBI Capital Markets Ltd, Axis Capital Ltd, Deutsche Equities India Private Ltd, Citigroup Global Markets India Private Ltd, Macquarie Capital (India) Private Ltd and Goldman Sachs (India) Securities Private Ltd) in respect of Adani Ports and Special Economic Zone Ltd’s institutional placement programme for approximately US$176 million. Partner Nikhilesh Panchal and executive director Sudhir Bassi led the transaction. Khaitan & Co has also acted as Indian counsel for Axis Bank Ltd Hong Kong Branch in respect of a term loan facility of US$240 million granted to Piramal Healthcare Inc for re-financing and repayment of certain facilities availed by Piramal Healthcare which was guaranteed by Piramal Enterprises Ltd, the Indian parent. Partner Devidas Banerji led the transaction. Morrison & Foerster has advised Japan’s SoftBank and Sprint Nextel in respect of Softbank’s acquisition of Sprint Nextel, and in Sprint Nextel’s acquisition of Clearwire. DISH Network has dropped its pursuit of Sprint Nextel, paving the way for SoftBank to complete its mega-deal for America’s third largest wireless company. SoftBank’s US$21.6 billion bid for a 78 percent stake in Sprint Nextel will mark the largest outbound investment ever by a Japanese company. Sprint Nextel’s bid for Clearwire is expected to go to Clearwire shareholders on July 8. Both deals are expected to close on July 9. Partners Robert Townsend and Kenneth Siegel led the transaction. Rodyk & Davidson is acting for Fragrance Group Ltd in respect of its establishment of a S$1 billion (US$785m) multi-currency medium term note programme. Partner Marian Ho led the transaction. Rodyk & Davidson has also acted for Dillenia Land Pte Ltd, a wholly-owned subsidiary of Tuan Sing Holdings Ltd, in respect of its acquisition of Gilstead Court at Gilstead Road for S$150 million (US$117.76m). The sale is subject to the approval of the Strata Titles Board or the High Court. Partner Lee Liat Yeang, supported by partner Nadia Cardoz, led the transaction. Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Sabana Shari’ah compliant industrial real estate investment trust, in respect of the establishment of a S$500 million (US$392.5m) multicurrency Islamic trust certificates issuance programme. Partners Tan Woon Hum and Andrea Ng led the transaction. Simpson Thacher’s Hong Kong office has represented LightInTheBox Holding Co Ltd, a global online retail company that delivers products directly to consumers around the world, in respect of its IPO and listing on the NYSE of approximately 9.5 million American Depositary Shares, each representing two ordinary shares. LightInTheBox and its selling shareholders raised a total of US$90.7 million in gross proceeds from the offering, after the exercise of the underwriters’ over-allotment option. Credit Suisse Securities (USA) LLC and Stifel, Nicolaus & Company Incorporated acted as the joint book-runners for the offering. This transaction is the first US IPO of a Chinese company in 2013. Leiming Chen, Lori Lesser, Michael J Cardella and Rob Holo led the transaction. Kirkland, led by partners David Zhang, Benjamin Su and Fan Zhang, represented the joint book-runners. Slaughter and May Hong Kong has advised MTR Corporation Ltd and MTR Corporation (CI) Ltd, as the issuers, in respect of the increase in the aggregate nominal amount of notes which may be outstanding at any one time under their debt issuance programme from US$3 billion to US$4 billion. Notes issued under the programme may be listed on the HKSE. The firm also advised MTR Corporation Ltd on its subsequent issue of US$90 million 3.65 percent fixed rate notes due 2043 under the programme. The notes are listed on the HKSE. Morgan Stanley acted as the lead manager. Partner Laurence Rudge led the transaction. Squire Sanders has advised ITOCHU Corporation and Mitsui & Co in respect of the acquisition of interests in BHP Iron Ore (Jimblebar) Pty Ltd, which is developing the Jimblebar Iron Ore mine in Western Australia, part of the Iron Ore business of mining company BHP Billiton. ITOCHU and Mitsui will invest US$800 million and US$700 million, respectively, representing an 8 percent and 7 percent interest in the Jimblebar mining hub and resource. The transaction is subject to Australian Foreign Investment Review Board approval and is expected to complete in September 2013. The Jimblebar mine, in the Pilbara region, is currently under construction and will be a large scale, low cost, open pit mining operation, with an initial production capacity of 35 million tons per year. Partner Duncan Maclean, assisted by partner Michael Ferguson, led the transaction. WongPartnership has acted for PT Bhakti Investama Tbk and its subsidiaries Ottawa Holdings Pte Ltd and Ottawa International Pte Ltd in respect of the issue of US$365 million 5.875 percent senior notes due 2018 under Rule 144A of the US Securities Act and in offshore transactions under Regulation S of the US Securities Act. Partner Colin Ong led the transaction. WongPartnership is also acting for China International Marine Containers (Hong Kong) Ltd in respect of the proposed reverse takeover of Pteris Global Ltd. Partners Andrew Ang, Long Chee Shan and Audrey Chng led the transaction. |
Deals – 20 June 2013
Allen & Gledhill has advised Mapletree Greater China Commercial Trust (MGCCT), Mapletree Greater China Commercial Trust Treasury Company (S) Pte Ltd (MGCCT Spore-TCo) and Mapletree Greater China Commercial Treasury Company (HKSAR) Ltd (MGCCT HK-TCo) in respect of the establishment of a US$1.5 billion euro medium term securities programme under which MGCCT Spore-TCo, MGCCT HK-TCo and MGCCT may issue notes or perpetual securities. Partner Glenn Foo led the transaction.
AZB & Partners has advised International Finance Corporation (IFC), an international organization established by Articles of Agreement among its member countries, including the Republic of India, in respect of a total rupee denominated loan of INR150 million (US$ 2.5m) extended to Snowman Logistics Ltd, an India company engaged in providing temperature controlled services for both long distance transportation and retail distribution to individual retail hubs, to finance Snowman’s construction of cold storage warehouses. Partner Gautam Saha led the transaction which was completed on 24 May 2013. AZB & Partners is also advising Daiwa Asset Management (India) Private Ltd (DAMC) in respect of the transfer of trusteeship, management and administration of the schemes of the Daiwa Mutual Fund from DAMC and Daiwa Trustee Company (India) Private Ltd to SBI Funds Management Private Ltd and SBI Mutual Fund Trustee Company Private Ltd, the asset management company and trustee company of SBI Mutual Fund. Partner Alka Nalavadi is leading the transaction which was signed on 17 May 2013 and is yet to be completed. Clifford Chance has advised Macquarie Everbright Greater China Infrastructure Fund LP (MEGCIF) in respect of its RMB271.25 million (US$44.25m) investment in a wholly-owned subsidiary of SGX-listed Hengyang Petrochemical Logistics Ltd. Hengyang is a leading logistics service provider primarily engaged in the storage and transportation of liquid petrochemicals in China. The proceeds will be used to fund the Group’s business expansion along the Yangtze River and corporate restructuring exercise, including a buyback of a 40 percent equity interest in its two subsidiaries in Wuhan and Chongqing. Following completion of the investment, MECGIF will own 35 percent of the issued share capital of Hengyang Holding Pte Ltd, the 100 percent owner of the Group’s subsidiaries after the planned corporate restructuring. Partner Lee Taylor led the transaction. J Sagar Associates has advised Milltec Machinery Private Ltd, Milltec Industries Private Ltd, Milltec Outsourcing Private Ltd, MS Sorters Private Ltd (Milltec Group) and the continuing promoters of the Milltec Group in respect of the acquisition of 50 percent of the shareholding of the Milltec Group by Mauritius-based Multiples Private Equity Fund and Multiples Private Equity Fund I Ltd from the outgoing promoters of Milltec Group. The Milltec Group is based in Bangalore and is engaged in the development of technology and machinery for rice milling, roller flour milling, maize (corn) milling and agro processing plants. The transaction involved a pay out of INR250 crores (US$425.7m) to the outgoing shareholders. The firm also advised the Milltec Group and the continuing promoters in respect of the documentation for availing a debt of INR35 crores (US$5.96m) from L&T Finance Ltd. Partners Sajai Singh and Gerald Manoharan led the transaction. Jones Day has advised Cooper Tire & Rubber Company in respect of the execution of a definitive merger agreement with Apollo Tyres Ltd, under which a wholly-owned subsidiary of Apollo will acquire Cooper in an all-cash transaction valued at approximately US$2.5 billion. Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Cooper stockholders will receive US$35 per share in cash. The transaction represents a 40 percent premium to Cooper’s 30-day volume-weighted average price. Partners Lyle Ganske and Peter Izanec led the transaction. Maples and Calder has acted as Cayman Islands counsel to LightIntheBox Holding Co Ltd (LightIntheBox), a Beijing-based online retail company, in respect of its IPO on the NYSE. It is expected to raise approximately US$78.9 million and become the first Chinese company to list in the US since November last year. LightInTheBox is a global online retailer that delivers a wide selection of lifestyle products directly to consumers around the world. Partner Greg Knowles led the transaction whilst Simpson Thacher Bartlett acted as US counsel. Credit Suisse and Stifel, the joint book-runners for the IPO, were advised by Kirkland & Ellis as to US law. Paul Hastings has represented BOCOM International (Asia) Ltd and Macquarie Capital Securities Ltd (MCSL) as the joint sponsors, BOCOM International Securities Ltd (BISL) and MCSL as the joint global coordinators, and BISL, First Shanghai Securities Ltd, GF Securities (Hong Kong) Brokerage Ltd and MCSL as the joint bookrunners and joint lead managers, in respect of Wuzhou International Holdings Ltd’s US$178 million global IPO and listing on the Main Board of the HKSE. Wuzhou International is a Jiangsu-based property developer and a leader in the development and operation of specialised wholesale markets in China. The proceeds from the offering will be used to finance land acquisition, construction and development of projects, as well as for working capital and other general corporate purposes. Partners Raymond Li, Catherine Tsang, Neil Torpey and Zhaoyu Ren led the transaction whilst Walkers, led by Denise Wong, acted as Cayman Islands counsel. Paul Hastings has also represented Lotte Chemical Corporation, a member company of the Lotte Group and previously known as Honam Petrochemical, in respect of securing a complete dismissal with prejudice of a complex international intellectual property dispute in the United States District Court for the Middle District of Alabama Northern Division. The dismissal eliminates the threat of a monetary judgment against Lotte and represents a full victory for the company. In February 2012, American Structural Needling Company brought suit against DACC Co Ltd, Lotte and DACC-Aerospace Co Ltd, claiming breach of contract, violations of trade secret law, fraud, interference with contractual and business relations, and conspiracy in a complex multi-party international dispute. In June 2012, the firm filed a motion to compel arbitration and stay proceedings pending arbitration of the dispute under the auspices of the International Chamber of Commerce in an arbitration seated in Seoul, Korea. On 7 January 2013, the US District Court granted Lotte’s motion and on 6 June 2013, the US District Court dismissed the case with prejudice without arbitration. Jeffrey Randall, Jong Han Kim, Jeffrey Pade and Joseph Profaizer led the advisory team. Rajah & Tann is advising SGX-ST Main Board-listed United Engineers Ltd in respect of its proposed renounceable underwritten rights issue of up to approximately 326.6 million ordinary shares in the capital of the company to raise gross proceeds of up to S$489.9 million (US$389.9m). The issue is managed by the Oversea-Chinese Banking Corporation Ltd (OCBC) and jointly underwritten by OCBC, United Overseas Bank Ltd and The HongKong and Shanghai Banking Corporation Ltd Singapore Branch. Partners Goh Kian Hwee, Serene Yeo and Grace Chia are leading the transaction which was announced on 11 June 2103 and is yet to be completed. Lee & Lee is advising the joint underwriters. Rodyk & Davidson has acted for LVND Investments Pte Ltd, formerly known as LVND Development Pte Ltd, in respect of the purchase of Hotel Windsor from Ho Bee Developments Pte Ltd (Ho Bee), a subsidiary of Ho Bee Investment Ltd, for S$163 million (US$129.7m). Hotel Windsor, formerly known as Great Eastern Hotel, is a freehold property sitting on land with an area of approximately 54,418 sq ft with a gross floor area of approximately 155,033 sq ft. It comprises a 225-room hotel, with a commercial retail space of approximately 45,000 sq ft. This deal involves a leaseback of the hotel component to Ho Bee and the entry into a management agreement with Ho Bee for the provision of management services for the commercial retail space of the property, which is unusual for non-REIT purchasers. Partner Norman Ho, supported by partner Lee Chau Hwei, led the transaction. Shook Lin & Bok has advised Oxley Holdings Ltd in respect of its establishment of a S$300 million (US$238.7m) multicurrency medium term note programme and the issue of S$150 million (US$119.43m) fixed rate notes due 2017 (the Series 1 Notes) under the programme. Partner Marilyn See led the transaction. Allen & Gledhill, led by partner Margaret Chin, advised United Overseas Bank Ltd (UOB) in respect of the issue. Sullivan & Cromwell has represented Apollo Tyres Ltd (India) in respect of its US$2.5 billion acquisition of Cooper Tire & Rubber Company (US). The transaction was announced on 12 June 2013. Partners Scott D Miller, Jay Clayton, Presley L Warner and Juan Rodriguez led the transaction. Sullivan & Cromwell is also representing China Mengniu Dairy in respect of its proposed acquisition of Yashili International for approximately US$1.7 billion. Partners Kay Ian Ng and Gwen Wong led the transaction which was announced on 18 June 2013. The firm, led by Garth Bray, also advised on the US$1.7 billion facility arrangement. SyCipLaw has advised Eagle Cement as issuer and the noteholders, consisting of Standard Chartered Bank, China Banking Corporation, Development Bank of the Philippines, PNB Capital and Investment Corporation, Union Bank of the Philippines, Metropolitan Bank and Trust Company, Security Bank Corporation and United Coconut Planters Bank, in respect of Eagle Cement’s Php4.5 billion (US$1.4.38m) secured fixed rate notes facility. Eagle Cement is a 100 percent Filipino company engaged in the manufacture and distribution of cement. Its production facility is one of the most modern in the country with a capacity of 1.5 million metric tons of cement per year. The transaction represents Eagle Cement’s first corporate notes issuance which is intended to fully pay an existing loan facility. The securities used to secure the payment and other obligations under the notes facility were substantially the same as the securities used to secure the payment of the existing loan facility. Partners Mia G Gentugaya and Vicente D Gerochi IV led the transaction. SyCipLaw has also advised Mercury Media Holdings Ltd in respect of the purchase of Philippine Depositary Receipts (PDRs) issued by ABS-CBN Holdings Corporation from Marathon Asset Management. The purchase, which closed in May 2013, cost approximately Php2.3 billion (US$53.4m). Each PDR is backed-up by one common share in ABS-CBN Corporation (ABS-CBN) owned by and registered in the name of the issuer. Each PDR grants the holder the right to the delivery or sale of the underlying share; additional PDRs or adjustment to the terms of the PDRs upon the occurrence of certain events; and distributions of cash in respect of cash dividends relating to the underlying share. Mercury Media Holdings Ltd is an affiliate company of The Capital Group of Companies, one of the world’s largest investment management organisations. ABS-CBN, on the other hand, is one of the Philippines’ leading information and entertainment multimedia conglomerates. The sale and purchase of the PDRs was effected as a special block sale on the Philippine Stock Exchange. Partner Mia G. Gentugaya led the transaction. White & Case has advised the mandated lead arrangers, consisting of Australia and New Zealand Banking Group Ltd, Citigroup Global Markets Asia Ltd, Credit Suisse AG Singapore Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, JPMorgan Chase Bank NA, acting through its Hong Kong branch, Mizuho Corporate Bank Ltd and Morgan Stanley Asia Ltd, and Citicorp International Ltd, as agent and security agent, in respect of a new US$8 billion bank facility to Alibaba Group Holding Ltd, China’s e-commerce giant. The funds are in part for Alibaba to refinance its existing financings from 2012. Partner John Hartley, supported by partners Eugene Man and John Shum, led the transaction. Walkers acted as Cayman and BVI counsel and King & Wood Mallesons as PRC counsel to the banks. Freshfields acted as international counsel to the borrower whilst Maples and Calder acted as Cayman and BVI counsel. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Paramount Corporation Berhad (PCB) in respect of its issuance of RM200 million (US$63.46m) perpetual bonds and RM350 million (US$111m) sukuk ijarah by KDU University College Sdn Bhd (KDUUC), a subsidiary of PCB. The relevant issuance programmes were arranged by Hong Leong Investment Bank Berhad, OCBC Bank (M) Bhd and RHB Investment Bank Bhd as joint principal advisers, arrangers and lead managers. PCB is the first non-government-linked company in Malaysia to issue perpetual bonds. Partner Mark Lim led the transaction. WongPartnership is acting for DBS Bank, Standard Chartered Bank and UBS AG, as the joint book-runners and underwriters, in respect of an equity fund raising exercise by Ascendas Hospitality Trust (A-HTRUST), comprising a private placement of approximately 162 million units of new stapled securities and a preferential offering of approximately 64.4 million units of new stapled securities to raise approximately S$200 million (US$159m) to partially fund the S$300 million (US$238.7m) acquisition of Park Hotel Clarke Quay. Partners Rachel Eng, Colin Ong and Monica Yip led the transaction. WongPartnership has also acted for Credit Suisse (Singapore) Ltd and Merrill Lynch (Singapore) Pte Ltd as joint book-runners, lead managers and underwriters, and DBS Bank Ltd, as co-manager, in respect of the issue of S$650 million (US$517.6m) convertible bonds by CapitaLand Ltd due 2020. Partner Hui Choon Yuen led the transaction. |
Deals – 13 June 2013
AZB & Partners has advised Tata Technologies Ltd, a US subsidiary of Tata Technologies Ltd, in respect of its acquisition, undertaken as a reverse triangular merger, of Cambric Holdings Inc, a US-based end-to-end engineering services firm. Partner Ashwin Ramanathan led the transaction which was completed on 1 May 2013.
AZB & Partners has also advised Newbridge India Investments II Ltd in respect of the approximately US$295.8 million sale of its approximately 22.85 million shares, representing an approximately 10 percent interest in Shriram Transport Finance Company Ltd by way of a block trade on the stock exchanges. Partner Shuva Mandal led the transaction which was completed on 10 May 2013. Allen & Overy is advising the export credit agencies and commercial lenders in respect of the US$5 billion financing of the Nghi Son Refinery and Petrochemical project in Vietnam. Total project costs are in excess of US$9 billion. The key facility providers include Japan Bank for International Cooperation (JBIC), The Export-Import Bank of Korea (KEXIM), Nippon Export and Investment Insurance (NEXI), The Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU) and 24 commercial lenders covered by guarantees or insurance from KEXIM and NEXI. Nghi Son Refinery and Petrochemical Ltd Liability Company (NSRP) will use the loans as well as sponsors’ equity to fund the construction of the refinery and associated infrastructure over 40 months. Construction is scheduled to commence in July 2013 whilst the refinery is expected to start commercial operations in 2017. NSRP is a joint venture formed by Idemitsu Kosan Co Ltd (35.1 percent), Kuwait Petroleum Europe BV (35.1 percent), Vietnam Oil and Gas Group (25.1 percent) and Mitsui Chemicals Inc (4.7 percent). Partners Aled Davies, Simon Black and Matthias Voss are leading the transaction. DLA Piper has advised Rolta India Ltd in respect of the first Rule 144A/Regulation S high yield bond offering from India after the successful pricing of US$200 million 10.75 percent senior notes in the international markets. The notes will be listed on the SGX-ST. Rolta India is a technology company based in India, with operations in 40 locations around the world. It has a significant focus on the defence industry and homeland security. The bonds were issued by Rolta LLC, one of Rolta’s US subsidiaries, and guaranteed by subsidiaries in the US, UK and UAE in addition to the Indian parent company. Stephen Peepels, assisted by partners Sharon Smith and Debbie Barbour, led the transaction whilst AZB & Partners advised as to Indian law. Barclays, Citigroup, DBS and Deutsche Bank acted as the joint lead managers and were advised by Davis Polk as to US law. Trilegal, led by partner Srinivas Parthasarathy, advised Deutsche Bank. Han Kun Law Offices has represented the underwriters, consisting of Credit Suisse, Stifel, Pacific Crest Securities, Oppenheimer and China Renaissance Securities, in respect of LightInTheBox Holding Co Ltd’s IPO on the NYSE. The transaction is the first listing of a Chinese company in the US stock exchanges in 2013. LightInTheBox made its US market debut on 6 June 2013, raising US$78.85 million. LightInTheBox’s shares surged as much as 17.47 percent from its IPO price of US$9.5 on the first day. LightInTheBox is a global online retail company which sources most of its products directly from China-based manufacturers. Yijun Chao, Joyce Li, Tracy Zhou, Rae Liu and Arong advised on the transaction. Jones Day has advised a syndicate of ten banks, comprising of DSP Merrill Lynch, Morgan Stanley, Goldman Sachs, Standard Chartered, SBI Capital Markets, Axis Capital, Citi, Deutsche Equities, IDFC and Macquarie Capital, in respect of the US$180 million institutional private placement (IPP) of equity shares of Adani Ports and Special Economic Zone Ltd, pursuant to Section 4(2) and Regulation S. Adani Ports is one of India’s largest private port developer and operator and is part of the Ahmedabad-based Adani Group. The IPP, undertaken to comply with SEBI’s minimum public shareholding norms, got an overwhelming response from investors and reflects one of the largest capital raisings of 2013 in India. The deal posed unique challenges, in view of the large syndicate and an accelerated timeline due to SEBI’s deadline of 3 June 2013 to comply with the minimum public shareholding norms. Partner Manoj Bhargava, with partner Colleen Laduzinski, led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co, led by Yash Ashar and Gaurav Gupte, advised Adani Ports. Khaitan & Co, led by Nikhilesh Panchal and Sudhir Bassi, advised the placement agents. J Sagar Associates has advised Cadence Design Systems Inc in respect of its acquisition of Cosmic Circuits Private Ltd through a subsidiary company in Mauritius, Gardenia MJM II. Headquartered in San Jose, California, Cadence is a global leader in electronic design automation and plays an essential role in the creation of today’s integrated circuits and electronics. Cosmic is a leading provider of analogue and mixed signal intellectual property cores and offers silicon proven IP solutions in connectivity and advanced mixed signal technologies. Partners Sajai Singh and Gerald Manoharan led the transaction. Khaitan & Co has advised Morgan Stanley India Company Private Ltd, as manager to the open offer, in respect of McGraw Hill Financial Inc’s voluntary open offer, through its subsidiaries, to acquire up to 22.23 percent of the total outstanding shares of CRISIL Ltd for approximately US$335 million. CRISIL Ltd is a global analytical company providing ratings, research and risk and policy advisory services. It is India’s leading ratings agency and also a provider of high-end research to some of the world’s largest banks and leading corporations. Partner Arindam Ghosh and executive director Sudhir Bassi led the transaction. Khaitan & Co has also advised the promoters of TTK Prestige Ltd in respect of the sale of 350,000 shares in a block deal to Cartica Capital for approximately US$22 million. TTK Prestige Ltd is part of the TTK Group and has emerged as India’s largest kitchen appliances company. Partner Murali Neelakantan led the transaction. Latham & Watkins has represented Deutsche Bank as initial purchaser in respect of SoftBank’s offering of an aggregate of US$3.3 billion dollar and euro denominated senior notes due 2020. The offering comprised of approximately US$2.5 billion 4.5 percent senior notes and €625 million (US$833.7m) 4.625 percent senior notes. The underwriters for the transaction were Deutsche Bank Securities Inc, Deutsche Bank AG London Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Corporate and Investment Bank, Mizuho Securities USA Inc, Mizuho International plc, Morgan Stanley & Co LLC, Nomura International plc and Nomura Securities International Inc. The transaction was the largest high yield bond offering ever by an Asian issuer. The proceeds are expected to be used for SoftBank’s US$20.1 billion proposed acquisition of US mobile carrier Sprint Nextel Corp, the largest-ever overseas acquisition by a Japanese company. Partner Bryant Edwards, with partner Hiroki Kobayashi, led the transaction. Latham & Watkins has also represented SGX-listed Hiap Hoe Ltd in respect of the establishment of its S$500 million (US$399.36m) multicurrency medium term note programme. Hiap Hoe Ltd operates in property development and sale, hotel and commercial property development and holding, and construction and building. Partner Sin Chei Liang led the transaction. Paul Hastings has represented China Everbright International Ltd (Everbright International), an HKSE-listed company focusing on the development of environmental protection businesses, in respect of its US$70 million term loan facilities from International Finance Corporation (IFC) to a wholly-owned subsidiary of Everbright International engaging in waste water treatment and other types of water projects. The proceeds of the loan will be used to finance the construction and operation of waste water treatment plant, reusable water treatment plant and water purification plant in various cities in the PRC. Partners Raymond Li and Vivian Lam led the transaction. Rajah & Tann has advised CWT Ltd, a leading solutions provider of integrated logistics and supply chain management, in respect of the amendment of its existing S$500 million (US$399.36m) multicurrency medium term note programme to, inter alia, include provisions for perpetual securities which are proposed to be listed on the SGX-ST and will be offered to institutional and accredited investors; and the issuance of S$100 million (US$79.89m) 3.9 percent senior secured notes due 2019 under the debt issuance programme. The notes were listed on the SGX-ST and offered to institutional and accredited investors. Partners Ng Sey Ming and Lee Weilin led the transaction which was completed on 18 April 2013. DBS Bank Ltd and Standard Chartered Bank, the arrangers and dealers of the debt issuance programme, were advised by Allen and Gledhill. Trilegal has advised CLP Wind Farms (India) Private Ltd in respect of setting up of 130MW wind power project developed by Gamesa Wind Turbines Private Ltd in Maharashtra, India. Partner Akshay Jaitly led the transaction which was completed on 15 May 2013. Watson, Farley & Williams Asia Practice has advised Petrofac and SapuraKencana as sponsors in respect of a US$300 million facility for the re-financing of the floating production, storage and offloading facility named FPSO Berantai which is currently deployed in a marginal field in Malaysian waters with Petrofac Energy Developments Sdn Bhd as field operator. SapuraKencana Petroleum Berhad is a major oil and gas services company headquartered in Malaysia. Petrofac Ltd, one of the world’s leading oilfield service companies, provides integrated services across the oil and gas asset life cycle in 29 countries worldwide. The loan facility was provided to Berantai Floating Production Ltd, a joint venture entity owned by the sponsors, by a syndicate of lenders consisting of Malayan Banking Berhad, Natixis Singapore Branch, Standard Chartered Bank and Sumitomo Mitsui Banking Corporation. Natixis Singapore Branch acted as co-ordinating bank for the lenders whilst Standard Chartered Bank (Hong Kong) Ltd was appointed as facility agent and security agent. Partner Andrew Nimmo led the transaction. |
Deals – 6 June 2013
Allen & Gledhill has advised Singapore Power International Pte Ltd (SPI), a subsidiary of Singapore Power Ltd, in respect of the sale of a 60 percent shareholding in SPI (Australia) Assets Pty Ltd (SPIAA) and a 19.9 percent security holding in SP AusNet to State Grid International Development (SGID), a subsidiary of State Grid Corporation of China (SGCC). The consideration for the SPIAA stake is undisclosed, while the consideration for the SP AusNet stake is A$824 million (US$784.8m). SPIAA is a leading Australian energy infrastructure company wholly-owned by SPI. SP AusNet, a diversified energy network business in Australia, is 51-percent owned by SPI and is listed on both the ASX and the SGX. Following the closing of the two transactions, SPI will retain a 40 percent interest in SPIAA and a 31.1 percent interest in SP AusNet. Partners Lim Mei, Lee Kee Yeng, Christian Chin and Daren Shiau led the transaction.
Allen & Gledhill has also advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC), Oversea-Chinese Banking Corporation Ltd (OCBC) and The Bank of New York Mellon Singapore Branch (BNYM) in respect of Bowsprit Capital Corporation Ltd’s establishment of a S$500 million (US$400.22m) multicurrency medium term note programme. Bowsprit is the manager of First Real Estate Investment Trust. Under the programme, HSBC and OCBC are the arrangers whilst BNYM is the issuing and paying agent, the agent bank, the paying agent and the trustee of the holders of the notes. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction. Akin Gump has advised CITIC PE, a private equity fund associated with a unit of China’s CITIC Private Equity Funds Management Co Ltd, in respect of its buyout of Chinese biotech firm 3SBio Inc. CITIC PE formed a consortium with the management team of 3SBio Inc in connection with the transaction. The deal closed on 30 May 2013 and valued the company at approximately US$338.3 million, taking it private. To implement the buyout, Decade Sunshine Ltd, a Cayman Islands company wholly owned by the consortium, merged its wholly-owned subsidiary Decade Sunshine Merger Sub, into 3SBio Inc, with Decade Sunshine owning 100 percent of 3SBio Inc post merger. The merger has been financed through a combination of debt, equity and cash. China CITIC Bank International Ltd provided debt financing for the transaction. CITIC PE provided the equity financing. Partners Gregory Puff and Zach Wittenberg spearheaded the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised Vedanta Resources plc in respect of its issuance of US$1.7 billion bonds (US$1.2 billion 6 percent bonds due 2019 and US$500 million 7.125 percent bonds due 2023). The bonds issued were available only to qualified institutional buyers, as defined in Rule 144A under the US Securities Act of 1933, or to non-US persons in offshore transactions, in reliance on Regulations under the US Securities Act of 1933. The firm also advised the joint bookrunners composed of Barclays Bank PLC, Citigroup Global Markets Ltd, JP Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Royal Bank of Scotland plc, Standard Chartered Bank and Deutsche Bank AG Singapore Branch. Partner Prashant Gupta led the transaction which was completed on 3 June 2013. Appleby has acted as Cayman Islands and British Virgin Islands counsel for Telecom Service One Holdings Ltd (TSO) in respect of its listing on the Growth Enterprise Market of the HKSE by way of placing which is expected to raise approximately US$5 million. A majority of the proceeds from the placing will be used primarily for growth and development of its personal electronic products repair and refurbishment business, and its sale of accessories business. China Everbright Capital Ltd was the sole sponsor and underwriter for the transaction. Partner Judy Lee led the transaction whilst Mayer Brown JSM advised as to Hong Kong law and Lee and Li advised as to Taiwan law. Hastings & Co advised the sponsor as to Hong Kong law. AZB & Partners has advised Macquarie Capital Securities (India) Private Ltd, Fortune Equity Brokers (India) Ltd and SBICAP Securities Ltd as brokers in respect of Sangita Jindal’s sale of her approximately 2,82,30,000 equity shares in JSW Energy Ltd through the offer for sale mechanism offered by the stock exchanges. Partner Varoon Chandra led the transaction which was valued at approximately US$31 million and which was completed on 24 May 2013. AZB & Partners has also advised IMS Health Incorporated (IMS) and its Indian subsidiary Pharmarc Analytic Solutions Private Ltd (Pharmarc) in respect of the acquisition by IMS of the entire equity interest in 360 LLC and the acquisition of the business of 360 India by Pharmarc. Partner Darshika Kothari led the transaction which was completed on 17 May 2013. Baker & McKenzie is advising Champion Real Estate Investment Trust in respect of its acquisition of the remaining four floors of Citibank Tower which it does not currently own from The Financial Secretary Incorporated for HK$2.15 billion (US$277m). The acquisition is expected to be completed on July 2013. Partner Milton Cheng led the transaction. Baker & McKenzie has also advised Regal Real Estate Investment Trust (Regal REIT) in respect of its issuance of US$150 million 4.1 percent guaranteed notes due 2018 pursuant to the establishment of its US$1 billion medium term note programme on January 2013. The issuer, R-REIT International Finance Ltd, is a special purpose vehicle wholly-owned and controlled by Regal REIT. ABCI Capital Ltd, Haitong International Securities Company Ltd, Industrial and Commercial Bank of China (Asia) Ltd, UBS AG Hong Kong Branch and Wing Lung Bank Ltd acted as the joint lead managers for the issue. Partners Milton Cheng and Andrew Lockhart led the transaction. Clayton Utz is advising ASX-listed engineering services company VDM Group Ltd in respect of a A$15 million (US$14.28m) placement of shares to a new strategic investor, H&H Holdings Australia Pty Ltd. The placement, which will represent approximately 40 percent of VDM’s issued share capital following completion, is subject to the approval of VDM shareholders. Partner Matt Johnson is leading the transaction. Colin Ng & Partners has acted as Singapore counsel to MacarthurCook Property Securities Fund (MPS) in respect of its recent non-renounceable rights issue. MPS is a property securities fund that is managed by MacarthurCook Fund Management Ltd and has a primary listing on the ASX and a secondary listing on the SGX-ST. The 11:20 rights issue, priced at A$0.06 (US$0.057), to raise up to A$11.92 million (US$11.35m), was launched on April 2013 and closed on May 2013. Partners Elaine Beh and Gregory Chan led the transaction. Davis Polk has advised China Hui Yuan Juice Holdings Co Ltd in respect of its disposal of China Huiyuan Industry Holding Ltd to China Huiyuan Juice Group Ltd for approximately HK$4.9 billion (US$631.34m). Of the total consideration, approximately HK$1.5 billion (US$193.27m) is related to certain liabilities of a subsidiary of China Huiyuan Industry that will be assumed by China Huiyuan Juice under a banking facility to be entered into as a condition for completion of the acquisition. The balance of the consideration will be settled by the issuance of approximately 447.32 million new ordinary shares and 655.3 million convertible preference shares of China Huiyuan Juice to China Hui Yuan Holdings. Completion of the acquisition is conditional upon, among other things, approval by independent shareholders of China Huiyuan Juice, a whitewash waiver being granted by the Securities and Futures Commission of Hong Kong, a restructuring facility being agreed upon, and clearance by the Ministry of Commerce of the PRC. Partners Paul Chow, Miranda So and Howard Zhang led the transaction. Morrison Foerster advised China Huiyuan Juice. Davis Polk has also advised DBS, Deutsche Bank, JP Morgan, Morgan Stanley, Nomura and UBS as initial purchasers in respect of the US$400 million Regulation S offering by Central China Real Estate Ltd of its 6.5 percent senior notes due 2018. HKSE-listed Central China is the leading residential property developer in Henan, China. Partners William F Barron and John D Paton led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Central China was advised by Sidley Austin as to US law, Li & Partners as to Hong Kong law, Commerce & Finance Law Offices as to PRC law, and Conyers Dill & Pearman as to Cayman Islands law and British Virgin Islands law. Freshfields Bruckhaus Deringer has advised the sponsors and the underwriters in respect of the US$550m global offering and listing on the HKSE on 30 May 2013 of share stapled units jointly issued by Langham Hospitality Investments and Langham Hospitality Investments Ltd. Langham Hospitality Investments is a spin-off by Great Eagle Holdings and owns three hotels in Hong Kong – the Langham, Langham Place and Eaton. With the listing, Langham Hospitality Investments becomes the first fixed single investment trust in Hong Kong with a focus on the hospitality industry and only the second fixed single investment trust in Hong Kong. Partner Grace Huang led the transaction. Khaitan & Co has advised Orient Paper and Industries Ltd in respect of the demerger of Orient Paper’s cement division into its group company, Orient Cement Ltd. Orient Paper is a large industrial company with products in various areas such as consumer electricals, paper products, etc. It is a part of the C K Birla Group which has promoted and established a large number of industrial undertakings, manufacturing a diverse range of products. Partners Haigreve Khaitan and Rabindra Jhunjhunwala piloted the transaction. Khaitan & Co has also advised Navayuga Road Projects Private Ltd in respect of its issuance of secured, unlisted, redeemable, optionally convertible debentures to Piramal Enterprises Ltd India for INR550 crores (US$96.74m) to be utilized for, among others, funding any shortfall in equity requirements of the road projects of the Navayuga Group. Navayuga Road Projects has significant holding in eight SPVs which have been awarded concessions for the construction, operation and maintenance of road projects in various states. Partner Upendra Joshi led the transaction. Kirkland & Ellis is representing Goldman Sachs (Asia) LLC, as sole global coordinator, joint book-runner and joint sponsor, and China International Capital Corporation Hong Kong Securities Ltd, as joint book-runner and joint sponsor, in respect of a global offering, including the IPO and listing on the HKSE, of China Harmony Auto Holding Ltd, the leading dealership group that deals exclusively in luxury and ultra-luxury passenger vehicles in China. The Hong Kong public offering commenced on 31 May 2013 and is expected to close on 13 June 2013. Trading of the company’s shares on the HKSE is expected to commence on 13 June 2013. Assuming full exercise of the over-allotment option, the total value of the deal is between US$248 million and US$362 million. Partners Dominic Tsun, David Zhang, Li-Chien Wong and Fan Zhang are leading the transaction. Latham & Watkins has represented Macquarie Capital Securities, JP Morgan, CIMB Securities and DBS Bank, as underwriters, in respect of the S$1.4 billion (US$1.1b) IPO on the SGX by Asian Pay Television Trust (APTT). The transaction is Singapore’s second largest IPO this year. APTT is a newly constituted business trust formed to acquire its seed asset, the TBC Group, which is Taiwan’s third largest cable TV operator. The sponsor of APTT is Macquarie Capital Group Ltd. Partner Min Yee Ng led the transaction. Latham & Watkins has also represented Citigroup Global Capital Markets India and Morgan Stanley India, as underwriters, in respect of the US$165 million IPO of approximately 17.5 million equity shares of Just Dial Ltd, a local search engine in India. The IPO, which was listed on the Bombay Stock Exchange, The National Stock Exchange of India and the MCX Stock Exchange, is India’s largest IPO this year. Partners Rajiv Gupta, Jiyeon Lee-Lim and Sam Weiner led the transaction. Orrick, Herrington & Sutcliffe has advised automobile parts manufacturer U-Shin Ltd in respect of its acquisition of the access mechanisms business of Valeo SA for €203 million (US$265.75m). Valeo is a French manufacturer of automotive components and its access mechanisms business operates 12 plants in eight jurisdictions. Through this deal, which was originally signed on November 2012 and finalised on 24 May 2013, U-Shin’s presence in Asia, Europe and South America will make it a global leader in the industry. Partners L Mark Weeks and George T Rigo led the transaction. Paul Hastings has represented China Daye Non-Ferrous Metals Mining Ltd in respect of its issuance of RMB denominated US$-settled convertible bonds in an aggregate principle amount of RMB820 million (US$133.76m) due 2018. HKSE-listed China Daye is a state-owned enterprise principally engaged in the mining and processing of mineral ores and the trading of metal products in the PRC. The bonds are convertible into ordinary shares of the company at the option of the bondholders, subject to the terms and conditions of the bonds. DBS and CIMB were the joint lead managers and joint book-runners on the deal. Partners Raymond Li, Vivian Lam and Christian Parker led the transaction. Paul Hastings has also represented CLSA Ltd as the sole placing agent in respect of Ayala Corporation’s approximately US$79 million treasury share block sale. Ayala Corporation is one of the Philippines’ largest conglomerates, with interests in real property, banking, telecommunications, water, infrastructure and energy. Ayala Corporation intends to use the raised cash proceeds to fund existing and potential sizable projects in the infrastructure and power sectors. The company is looking to invest up to US$1 billion over the next five years in these sectors. Partners Patricia Tan Openshaw and Steven Winegar led the transaction. Rajah & Tann has advised Pearson (Singapore) Pte Ltd and Pearson Overseas Holdings Ltd (collectively Pearson) in respect of the acquisition by Pearson (Singapore) of 50 percent of the issued shares in Educomp Higher Initiatives Pte Ltd from Educomp Asia Pacific Pte Ltd. The sale and purchase agreement between Educomp Asia Pacific, Educomp Solutions Ltd as sellers, and Pearson (Singapore) and Pearson Overseas Holdings Ltd as purchasers was entered into and completed on 9 April 2013. Pearson provides educational materials and services, business information through the Financial Times Group, and consumer publishing through the Penguin brand. Partner Evelyn Wee led the transaction. Rajah & Tann has also advised United Engineers Ltd (UEL) and its subsidiary UE Centennial Venture Pte Ltd (UECV) in respect of the group’s all-cash mandatory offers for shares and convertible bonds of WBL Corporation Ltd. The takeover offers were first announced as pre-conditional voluntary offers on 30 January 2013 as competing offers in response to the mandatory conditional offers by The Straits Trading Company Ltd (STC) which lapsed on 1 March 2013. The exercise of convertible bonds into shares by certain concert parties of UEL triggered the conversion of the takeover offers from voluntary to mandatory offers. The offer price was further revised to S$4.50 (US$3.60) per WBL share on 9 May 2013 which valued WBL at S$1.25 billion (US$1b). The UEL group succeeded in its takeover of WBL when the takeover offers were declared unconditional in all respects on 13 May 2013 following the acceptance by the STC group in respect of its entire 44 percent stake in WBL. The takeover offers closed on 29 May 2013 with UEL and its concert parties holding 96.29 percent of WBL issued shares. Partners Goh Kian Hwee, Serene Yeo, Lawrence Tan, Cynthia Goh and Soh Chai Lih led the transaction. Rodyk & Davidson has acted for GDS Global Ltd in respect of its listing on the Catalist bourse of the SGX-ST. GDS Global Ltd is a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region. Partner Chan Wan Hong led the transaction. Rodyk & Davidson has also acted for Singapore-based Reebonz, one of the region’s fastest growing luxury online retailers, its founder and its existing shareholders in respect of a S$50 million (US$40.03m) investment which also included a S$20 million (US$16m) investment by new lead investor, multimedia group MediaCorp, in Reebonz’s latest round of fundraising. This was the fourth round of financing done by Reebonz, which is now valued at S$250 million (US$200.14m). The firm has also acted for the company in all its previous rounds. Partner S Sivanesan, supported by partner Sunil Rai, led the transaction. Shook Lin & Bok has acted for the Bank of New York Mellon in respect of Standard Chartered Bank’s inaugural issuance of CNY1 billion (US$163m) senior notes due 2016, being the first offshore yuan-denominated bond that was issued, cleared and settled through The Central Depository (Pte) Ltd in Singapore and listed on the SGX. This is a landmark bond issuance and a strong endorsement of Singapore’s nascent status as an offshore yuan clearing and settlement centre. Partner Pok Eu Jin led the transaction. Simpson Thacher is representing Smithfield Foods in respect of its definitive merger agreement with Shuanghui International Holdings Ltd. Under the terms of the deal, Smithfield shareholders will receive US$34.00 per share in cash, which values Smithfield at US$7.1 billion, including the assumption of Smithfield’s net debt. The transaction, which is expected to close in the second half of 2013, is subject to shareholder approval and other customary closing conditions. Smithfield Foods is a global food company and the world’s largest pork processor and hog producer. Shuanghui is the majority shareholder of Henan Shuanghui Investment & Development Co which is China’s largest meat processing enterprise and China’s largest publicly traded meat products company as measured by market capitalisation. Partners Robert E Spatt, Patrick Naughton, Andrea Wahlquist, Kevin Arquit, Peter Thomas, Gary Mandel, Lori Lesser, Alden Millard, Shaolin Luo and Leiming Chen advised on the transaction. Simpson Thacher is also representing Vingroup Joint Stock Company, Vietnam’s largest private-sector real estate operator and one of the largest companies by market capitalisation listed on the Ho Chi Minh City Stock Exchange, in respect of a Warburg Pincus-led consortium’s US$200 million investment in Vingroup in a strategic partnership to substantially develop Vingroup’s retail property business, Vincom Retail. Comprised of seven assets valued at approximately US$1.1 billion, Vincom Retail is Vietnam’s largest owner and operator of shopping malls, which include world class shopping, recreational and dining facilities. Subject to the satisfaction of certain closing conditions, the parties expect the first stage of the transaction to close by the end of the second quarter. Partner Kathryn King Sudol is driving the team whilst Allen & Overy, led by partner Duc Tran, is advising Vingroup. Freshfields Bruckhaus Deringer (Hong Kong and Vietnam), piloted by partner Tony Foster, and YKVN Lawyers are advising Warburg Pincus. Slaughter and May has advised the Hong Kong Monetary Authority in respect of the third issuance under the Hong Kong Government’s retail bond issuance programme comprising up to HK$10 billion (US$1.29b) inflation-linked ‘iBonds’ due 2016. The iBonds pay a coupon linked to the Composite Consumer Price Index, are available to retail investors resident in Hong Kong and will be listed on the HKSE. Up to HK$200 billion (US$25.77m) in principal amount may be outstanding in total at any time under the retail bond issuance programme and the related Hong Kong dollar institutional bond issuance programme. Partner Lisa Chung led the transaction. Soewito Suhardiman Eddymurthy Kardono has acted as Indonesian counsel for BlueScope Steel Ltd in respect of a US$1.3 billion joint venture with Nippon Steel Corporation to establish a new coated products business in Southeast Asia and North America. The firm advised on the transfer of shares involving BlueScope’s Indonesian subsidiaries, PT BlueScope Steel Indonesia and PT BlueScope Lysaght Indonesia. BlueScope is Australia’s largest steelmaker whilst Nippon is one of the largest steelmakers in the world. Partners Ira Eddymurthy and Fahrul Yusuf led the transaction. Stamford Law is advising SGX-listed Cedar Strategic Holdings Ltd in respect of its S$936.2 million (US$749.58m) acquisition of Guizhou Province, PRC leading property player Trechance Holdings Ltd and its subsidiaries. Bernard Lui and Lim Swee Yong are leading the transaction. WongPartnership is acting as Singapore counsel for China New Town Development Company Ltd (CNTD) in respect of the proposed subscription of shares in CNTD by China Development Bank International Holdings Ltd, Zennon Capital Partners LP and New World Strategic Investment Ltd, and the proposed disposal of assets by CNTD to SRE Investment Holdings Ltd. Partners Vivien Yui and Tay Liam Keng led the transaction. WongPartnership has also represented the Singapore Medical Council (SMC) before the Court of Three Judges in respect of an appeal by a medical practitioner against a conviction for using methods which are not generally accepted in the medical treatment on a patient. The Court of Three Judges upheld the conviction and sentence and the doctor was asked to pay the full costs of the appeal to the SMC. Partners Melanie Ho and Chang Man Phing acted on the matter. |
Deals – 30 May 2013
Allen & Gledhill has advised The Straits Trading Company Ltd in respect of its acceptance of the mandatory conditional cash offer made by UE Centennial Venture Pte Ltd for its entire stake in WBL Corporation Ltd. The aggregate consideration of the transaction is approximately S$508.8 million (US$401.6m). Partner Christopher Ong led the transaction.
Allen & Gledhill has also advised Noxh Developments (Cecil) Pte Ltd, an investment holding company managed by Alpha Investment Partners Ltd, in respect of its sale of an office building located at 135 Cecil Street, Singapore to Affreton Pte Ltd. Partners Penny Goh and Tan Boon Wah led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has advised the book-running lead managers (composed of Standard Chartered Securities (India) Ltd, Deutsche Equities India Private Ltd, DSP Merrill Lynch Ltd, JP Morgan India Private Ltd, CLSA India Ltd, HSBC Securities and Capital Markets (India) Private Ltd, Kotak Mahindra Capital Company Ltd, UBS Securities India Private Ltd and India Infoline Ltd) in respect of the issue by DFL Ltd of approximately 81 million equity shares aggregating to INR1863.42 crore (US$331m), pursuant to the provisions of Chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, to eligible qualified institutional buyers. The transaction closed on 20 May 2013. Partner Prashant Gupta led the transaction whilst Linklaters Singapore Pte Ltd advised on international legal issues. DFL was advised by Luthra and Luthra Law Offices. AZB & Partners has advised Citigroup Global Markets India Private Ltd, as the broker, in respect of the sale by the BOC Group Ltd of its approximately 12.34 million equity shares in Linde India Ltd through the offer for sale mechanism offered by the stock exchanges. Partner Varoon Chandra led the transaction which was valued at approximately US$55.8 million and was completed on 20 May 2013. Clayton Utz has advised Bank of America Merrill Lynch and RBS Morgans as joint lead managers and underwriters in respect of the A$250 million (US$241m) equity raising by Cromwell Property Group. The raising is being conducted by way of a A$128 million (US$123.34m) placement to institutional shareholders and a A$122 million (US$117.54m) non-renounceable pro-rata entitlement offer. Stuart Byrne and Natasha Davidson led the transaction which was announced on 23 May 2013. Clifford Chance has advised China Construction Bank in respect of its US$100 million subscription of a minority stake in JSC VTB Bank, a Russian bank listed on Moscow Exchange (MICEX) and London Stock Exchange (LSE), through an open subscription. Through the open subscription, JSC VTB Bank has raised approximately US$3.3 billion by issuing 2.5 trillion new ordinary shares. The bank intends to raise funds to shore up its capital. The acquisition of the minority stake in VTB Bank follows an agreement signed in March between the two parties to promote mutually beneficial cooperation and to coordinate the investment activity of the two companies. Partners Terence Foo and Tim Wang led the transaction. Clifford Chance has also advised Asian Pay Television Trust in respect of its US$1.1 billion IPO. Asian Pay Television Trust’s single asset at the time of listing is Taiwanese cable TV operator Taiwan Broadband Communications which is owned by two funds managed by Australia’s Macquarie Group. This is the biggest Singapore IPO since the US$1.3 billion offering of a real-estate trust by Mapletree Investments earlier this year and it is the first Singapore business trust to be backed by media assets. Partners Johannes Juette and Raymond Tong led on the transaction. Colin Ng & Partners has acted for Ocean Dial Investment Company Singapore Pte Ltd in respect of its acquisition of all the issued share capital of Ocean Dial Group Ltd (ODGL) from Caledonia Investments Plc, which was completed after receipt of approval from the Financial Conduct Authority of UK. Caledonia is a self-managed investment trust listed on the London Stock Exchange with net assets of over £1 billion (US$1.5b). ODGL’s FCA-authorised subsidiary Ocean Dial Asset Management Ltd (ODAML) manages two India focused investment funds, the India Capital Growth Fund (ICGF) and the Gateway to India Fund (GTIF). ODGL also owns Ocean Dial Advisers Private Ltd, the research business based in Mumbai, which provides advisory services to the fund manager in London. ODAML will continue to manage ICGF and GTIF and will seek to expand its funds under management. Partner Bill Jamieson led the transaction. Davis Polk has advised Yanlord Land (HK) Co Ltd in respect of the CNY2 billion (US$326.3m) Regulation S offering of its 5.375 percent senior notes due 2016. The notes were guaranteed by Yanlord Land Group Ltd. Citigroup Global Markets Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, and Standard Chartered Bank (Hong Kong) Ltd acted as initial purchasers. The offering was Yanlord’s third offering of non-convertible debt securities and first offering of CNY denominated securities. Yanlord is a real estate developer based in the PRC that focuses on developing fully fitted residential properties and high-quality commercial and integrated properties in prime locations within strategically selected key established high-growth cities in five major economic regions in the PRC. Partners William F Barron, John D Paton and Paul Chow led the transaction whilst Shook Lin & Bok advised as to Singapore law. The initial purchasers were advised by Skadden, Arps, Slate, Meagher & Flom as to US law and Yuan Tai Law Offices as to PRC law. Davis Polk has also advised China Galaxy Securities Co Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the offering amounted to approximately HK$8.3 billion (US$1.07b) without the exercise of the over-allotment option. Headquartered in Beijing, China Galaxy Securities is a leading integrated financial services provider in the PRC securities industry. It is one of the largest brokerage service providers in the PRC by revenue, clients and network coverage. Goldman Sachs, JP Morgan and China Galaxy International acted as joint sponsors for the Hong Kong offering. Goldman Sachs, JP Morgan, China Galaxy International, ABCI and Nomura acted as joint global coordinators for the global offering. Goldman Sachs, JP Morgan, China Galaxy International, ABCI, Nomura, UBS, CCB International, Deutsche Bank, Standard Chartered, ICBCI, Credit Suisse, Haitong International, CITIC, Guotai Junan, Essence International, Merrill Lynch, BOCI, HSBC, Citigroup, BOCOM International and EBS International acted as joint bookrunners and joint lead managers for the global offering.Partners Bonnie Y Chan, Antony Dapiran, Li He and John D Paton led the transaction whilst Grandall Law Firm also advised the company. The underwriting syndicate was advised by Clifford Chance as to US and Hong Kong laws and Commerce & Finance Law Offices as to PRC law. DLA Piper has represented UBIC Inc, a Tokyo-based provider of Asian language e-discovery services, in respect of its US public offering valued at approximately US$9 million. Under the terms of the deal, UBIC offered 1.1 million American Depositary Shares (ADSs) with each five ADSs representing one share of the company’s common stock. Michael Turner, Jack Kantrowitz and Koji Ishikawa led the transaction which closed on 21 May 2013. Freshfields Bruckhaus Deringer has advised Shui On Land Ltd, one of the leading property developers in the PRC, in respect of its first rights issue since its listing on the HKSE in 2006. The company raised US$473 million through the issue of more than two billion rights shares. It will use the funds to invest in certain projects and acquire assets and businesses that are relevant to the group’s principal business, as well as repay existing group debts. Teresa Ko, Calvin Lai and Charles Ching led the transaction. The US$3.7 billion going-private transaction of Focus Media Holding Ltd closed on 23 May 2013. Focus Media, NASDAQ-listed since 2005, is China’s leading multiplatform, digital media company and provides flat-panel digital advertising services on displays located in more than 100 cities in China. Focus Media’s delisting marks the largest-ever going private transaction by a Chinese company, and reflects an increasing trend in Chinese firms exiting the US securities markets. Fosun, which is Focus Media’s second largest shareholder, agreed to rollover a significant portion of its investment in Focus Media, and now holds a roughly 17 percent stake in the company. Carlyle Group, FountainVest Partners, CITIC Capital Partners, and China Everbright are investors in the deal, in addition to Fosun and Focus Media’s chairman. Fried, Frank, Harris, Shriver & Jacobson, led by partners Douglas Freeman and Victor Chen, and Sullivan & Cromwell, led by partners Michael DeSombre, William Chua and Presley Warner, represented a consortium led by FountainVest Partners (Asia) Ltd, Carlyle Asia Investment Advisors Ltd, CITIC Capital Holdings Ltd and China Everbright Structured Investment Holdings Ltd, in respect of the equity financing for the acquisition provided by the consortium and US$1.525 billion debt financing provided by a bank syndicate (including, among other banks, Bank of America, China Development Bank, Citi, Credit Suisse, DBS, Deutsche Bank, ICBC, UBS, Bank of Taiwan, China CITIC Bank, China Development Industrial Bank and BNP Paribas). Morrison & Foerster, led by Partner Hillel T Cohn represented Fosun International. Gide Loyrette Nouel has advised Kweichow Moutai, China’s leading distillery, traded on the Shanghai stock exchange, in respect of the acquisition of Château Loudenne, a winery in Saint-Yzans-de-Médoc owned since 2000 by the Lafragette family. The 132-hectare (326-acre) estate, 62 hectares (153 acres), which benefits from the AOC Médoc appellation, is situated on the banks of the Gironde estuary and produces, in particular, the Château Loudenne red, the Médoc Cru Bourgeois Supérieur and the Hippocampus Cuvée Spéciale. Partners David Boitout and Fan Jiannian led the transaction. The Lafragette family was advised by Landwell led by Bruno Thomas and Patricia Emeriau. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has represented PT Trikomsel Oke Tbk in respect of the S$115 million (US$90.77m) 5.25 percent senior fixed rate notes due 2016 by Trikomsel Pte Ltd unconditionally and irrevocably guaranteed by PT Trikomsel Oke Tbk. This is the first listed Indonesian telecommunications company to issue Singapore dollar denominated bonds on the SGX. The notes were oversubscribed 15 times. Partners Erwandi Hendarta and Indah N. Respati led the transaction. Herbert Smith Freehills has advised State Grid Corporation of China (State Grid) in respect of a US$2 billion Rule 144A/Regulation S offering of senior guaranteed notes issued by State Grid’s subsidiary, State Grid Overseas Investment (2013) Ltd. The notes consist of US$500 million 1.75 percent senior guaranteed notes due 2018, US$1 billion 3.125 percent senior guaranteed notes due 2023 and US$500 million 4.375 percent senior guaranteed notes due 2043. The notes, which will be listed and traded on the HKSE, are guaranteed by State Grid, the largest utility corporation and the largest power grid corporation in the world, and the largest power grid construction and operation company in China, measured by revenue. The joint lead managers and joint book-runners on this transaction included HSBC, Goldman Sachs (Asia) LLC, Morgan Stanley, BOC International, ICBC International, JP Morgan, Citigroup, Deutsche Bank and UBS. Partners Kevin Roy and Tom Chau led the transaction. Linklaters, King & Wood Mallesons, Jun He Law Offices and Conyers Dill & Pearman also advised on the transaction. Herbert Smith Freehills has also advised the joint book-runners and lead managers (composed of Australia and New Zealand Banking Group Ltd, Citigroup Global Markets Singapore Pte Ltd, Deutsche Bank AG Singapore Branch and Standard Chartered Bank) in respect of the S$350 million (US$276.38m) fixed rate bond offering by TML Holdings Pte Ltd, the Singapore incorporated wholly-owned subsidiary of Tata Motors and the holding company of Jaguar Land Rover PLC. The offering represented the first bond offering by the Tata Motors group on the SGX and the largest ever unrated Singapore dollar bond by an Indian corporate. The offering was oversubscribed 4.8 times, with a final order book of S$1.7 billion (US$1.34b) from over 80 accounts across Singapore, Hong Kong and Europe. Partner Philip Lee led the transaction. J Sagar Associates has advised Viacom Inc in respect of the downstream investments into IndiaCast and joint venture (JV) between IndiaCast Media Distribution Pvt Ltd and UTV Global Broadcasting Ltd. IndiaCast formed a 74:26 JV with UTV of Walt Disney Group. The new JV, called IC Media Distribution Services Pvt Ltd, will distribute more than 34 channels of Network 18 group, Viacom18, Walt Disney Group and others in India. IndiaCast itself is a 50:50 JV between Viacom 18 Media Private Ltd and TV18 Broadcast Ltd. Viacom18 is a JV between Viacom Inc group and Network18 group. The new IndiaCast-UTV JV is expected to create synergies by consolidating the channels owned by different players to be distributed through a single entity. Partner Akshay Nagpal led the transaction. Khaitan & Co has advised Dentsu Inc and Dentsu Media and Holdings India Private Ltd in respect of the acquisition of 100 percent stake in digital advertising agency Webchutney Studio Private Ltd. Dentsu Inc maintains the top share in the Japanese advertising market which accounts for 10.5 percent of the global market. In terms of net sales, Dentsu Inc is the No.1 advertising company in the domestic market. Dentsu Media is a fully-integrated media and digital oriented advertising and communications agency and is the media service entity of Dentsu India Group. Partner Rabindra Jhunjhunwala led the transaction. Khaitan & Co has also advised Mahindra Holidays and Resorts India Ltd (MHRIL) in respect of its approximately US$19 million institutional placement programme. Mahindra Holidays & Resorts India is a leading leisure hospitality provider in India and is part of the Mahindra Group. Partner Nikhilesh Panchal led the transaction. King & Wood Mallesons has advised Lend Lease Investment Management, which had the investment mandate on behalf of the purchaser, in respect of GPT Group’s divestment of a 50 percent interest in the Erina Fair shopping centre for approximately A$397.1 million (US$382.7m). Following settlement in June 2013, the remaining 50 percent stake in the shopping centre, located on the New South Wales Central Coast, will remain in the ownership of Australian Prime Property Fund–Retail, a Lend Lease wholesale fund. Partners Sue Kench, John Sullivan and Ken Astridge spearheaded the transaction. |
Kirkland & Ellis is representing HKSE-listed Winteam Pharmaceutical Group Ltd in respect of its acquisition of the entire share capital of Tongjitang Chinese Medicine Company from Hanmax Investment Ltd and Shanghai Fosun Pharmaceutical Group for RMB2.64 billion (US$430m) and three related equity financing transactions, namely: (i) its issuance of new shares to Yang Bin, its managing director and second largest shareholder, for HK$206.1 million (US$27m); (ii) its issuance of new shares to the Shanghai Sinopharm Equity Investment Fund for HK$387.5 million (US$50m); and (iii) its placing of new shares to other investors for approximately HK$697.5 million (US$90m). Partners David Yun, Frank Sun and Jamii Quoc led the transaction.
Latham & Watkins has acted as US counsel for Deutsche Equities India and Morgan Stanley India in respect of the sale of shares of Oracle Financial Services Software Ltd by Oracle Global (Mauritius) Ltd, as a selling shareholder, in an offer-for-sale block trade through the Indian stock exchanges for US$195 million. The firm was also US counsel for selling shareholder Styrolution (Jersey) Ltd in connection with the sale of shares of Styrolution ABS (India) Ltd, in an offer-for-sale block trade through the Indian stock exchanges for US$17 million. Citigroup Global Markets India Private Ltd acted as broker on the sale. Partner Rajiv Gupta led the transaction. Latham & Watkins has also acted as US counsel for PT Pertamina (Persero), Indonesia’s state-owned oil and gas company, in respect of its establishment of a US$5 billion global medium term note program and in its inaugural issue of US$3.25 billion of bonds under the program. The transaction is considered as the largest US dollar bond issued by an Indonesian borrower. The offering comprised two tranches – a US$1.625 billion bond due 2023 with a 4.3 percent coupon and a US$1.625 billion bond due 2043 with a 5.625 percent coupon. This is the third international bond offering by Pertamina and the largest international bond offering by an Indonesian issuer to date. Pertamina is a fully integrated national energy company with an operating history of over 50 years. Partners Michael Sturrock and Clarinda Tjia-Dharmadi led the transaction whilst Ali Budiardjo, Nugroho, Reksodiputro advised as to Indonesian law. Davis Polk, led by partners James C Lin and John D Paton, advised Barclays Bank PLC, Citigroup Global Markets Ltd and The Royal Bank of Scotland plcas the arrangers and dealers. Following the establishment of the program, Davis Polk also advised Barclays Bank PLC, Citigroup Global Markets Ltd, The Royal Bank of Scotland plc, PT Bahana Securities, PT Danareksa Sekuritas and PT Mandiri Sekuritas as dealers in the drawdown under the program. The arrangers and dealers were advised by Hiswara Bunjamin & Tandjung as to Indonesian law. Majmudar & Partners has advised Canara Bank London in respect of a €10 million (US$12.94m) facility provided to 3B Fibreglass SRPL Belgium, a member of the 3B Binani group of companies, which was backed by a corporate guarantee of €10.6 million (US$13.7m) extended by Binani Industries Ltd India (the ultimate holding company of the 3B Binani group). The transaction needed the approval of the Reserve Bank of India. Prashanth Sabeshan led the transaction whilst TLT acted as English counsel and Ashurst acted as Belgium and Luxembourg counsel. Maples and Calder has acted as Cayman Islands counsel to Baidu Inc in respect of its acquisition of a streaming video service provider, PPStream, for approximately US$370 million. Baidu, which is listed on the Nasdaq, plans to fold the PPS Internet video business into its iQiyi unit, an advertising-supported online television and movie portal, to form China’s largest online video platform in terms of both mobile user number and video viewing time. Gareth Griffiths led the transaction whilst Davis Polk & Wardwell acted as Hong Kong counsel. Minter Ellison has advised the Mirvac Group in respect of its fully underwritten A$400 million (US$385m) institutional placement to raise money to purchase seven commercial properties from GE Real Estate Investments Australia. Mirvac is also undertaking a non-underwritten security purchase plan that will allow eligible shareholders to acquire stapled securities at the same price as the institutional investors. Partners John Steven, Stuart Johnson, Bart Oude-Vrielink and Daniel Scotti led the transaction. Macquarie Capital, the sole book-runner, lead manager and underwriter for the placement, was advised by Herbert Smith Freehills, led by partner Philippa Stone. Minter Ellison has also acted as specialist tax adviser to Singapore Power in respect of a transaction that sees State Grid Corporation of China, the world’s biggest utility company, take a 19.99 percent stake in Singapore Power’s listed SP AusNet for A$824 million (US$810.63m) and 60 percent of Singapore Power’s unlisted Jemena assets for an undisclosed purchase price. The deal is subject to Australian FIRB approval and clearance from China’s National Development and Reform Commission. Singapore Power will retain a 31.1 percent interest in SP AusNet and a 40 percent stake in Jemena, the unlisted company that owns electricity and gas distribution and transmission assets in Victoria, NSW, Queensland and the Australian Capital Territory. Partners Mark Green, Alan Kenworthy, John Riley and Bastian Gasser piloted the transaction. Allen & Gledhill (Singapore) and Herbert Smith Freehills (Australia) were legal advisers for Singapore Power. Allens, with Linklaters, was legal adviser to State Grid Corporation of China. Rajah & Tann is acting as Singapore counsel for SGX-ST and HKSE listed China Animal Healthcare Ltd in respect of its voluntary delisting from the SGX-ST by way of selective capital reduction, whilst retaining its listing on the HKSE. Based on the offer price of S$0.30 (US$0.2368) per share, the group is valued at approximately S$572.9 million (US$452m). China Animal Healthcare is principally engaged in the manufacture, sale and distribution of animal drugs. It is one of the leading players in the PRC animal drugs industry with 14 proprietary product brand names for powdered drugs, injection form drugs and biological drugs. The transaction was announced on 27 May 2013 and is on-going, pending shareholders’ approval. Partners Chia Kim Huat and Danny Lim are leading the transaction whilst Freshfields is acting as Hong Kong counsel and Conyers Dill & Pearman is acting as Bermuda counsel. Rajah & Tann has also acted for SGX Main Board-listed GuocoLand Ltd (GLL) in respect of the group’s first issue of perpetual securities under its S$3 billion (US$2.37b) multicurrency medium term note programme. The S$200 million (US$158m) 4.7 percent senior perpetual securities were issued on 27 May 2013. GLL has a market capitalisation of approximately S$2.5 billion (US$1.97b) and is a member of the HKSE-listed Hong Leong group. GLL has established property operations in its geographical markets of Singapore, the PRC, Malaysia and Vietnam. Partners Goh Kian Hwee and Angela Lim led the transaction. Allen & Gledhill advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the counterparties to the transaction. Shook Lin & Bok has acted for Auric Pacific Group Ltd in respect of its establishment of a S$500 million (US$394.56m) multicurrency medium term note programme, under which it may issue notes from time to time. Partner Marilyn See led the transaction. Slaughter and May, Hong Kong, has advised Swire Properties Ltd in respect of the annual update of the US$3 billion medium term note programme of Swire Properties MTN Financing Ltd, a wholly-owned subsidiary of Swire Properties Ltd. Notes issued under the programme are unconditionally and irrevocably guaranteed by Swire Properties Ltd and may be listed on the HKSE. HSBC and Standard Chartered are the joint arrangers under the programme. Partners Lisa Chung and Tony Beare led the transaction. Weil, Gotshal & Manges is representing a consortium of investors, composed of Na Lai Chiu, the chairman of Le Gaga Holdings Ltd’s board of directors; Shing Yung Ma, a director and chief executive officer of the company; and Sequoia Capital China, in respect of their offer to acquire all of Le Gaga’s outstanding shares not currently owned by the consortium in a “going private” transaction at US$4.01 in cash per American Depositary Share (ADS) of the company (each ADS representing 50 ordinary shares of the company), or US$0.0802 in cash per ordinary share of the company, as the case may be. Latham & Watkins is acting as Le Gaga’s US counsel. WongPartnership has acted for Macquarie Capital (Singapore) Pte Ltd and JP Morgan (SEA) Ltd as the joint issue managers and Macquarie Capital Securities (Singapore) Pte Ltd, JP Morgan (SEA) Ltd, CIMB Securities (Singapore) Pte Ltd and DBS Bank Ltd as the joint book-runners and joint underwriters in respect of an IPO under Rule 144A and Regulation S of Asian Pay Television Trust to raise approximately S$1.39 billion (US$1.1b). Partners Rachel Eng, Gail Ong and Karen Yeoh led the transaction. WongPartnership has also acted for Navis Asia VI Management Company Ltd in respect of its acquisition of a majority equity interest in TES-Envirocorp Pte Ltd, an electronic waste management company incorporated in Singapore. Partners Ng Wai King, Tay Liam Keng, Tan Teck Howe and Lam Chung Nian led the transaction. |
Deals – 23 May 2013
Allen & Gledhill has advised Croesus Merchants International Pte Ltd, as sponsor, and Croesus Retail Asset Management Pte Ltd, as trustee-manager, in respect of Croesus Retail Trust’s (CRT) IPO on the SGX-ST which raised gross proceeds of approximately S$395.5 million (US$312.13m). CRT’s initial portfolio is valued at approximately ¥52.5 billion (US$506.7m). CRT is the first Asia-Pacific retail business trust with an initial portfolio located in Japan to be listed on the SGX-ST. Partners Jerry Koh Keen Chuan, Long Pee Hua and Suhaimi Zainul-Abidin led the transaction.
Allen & Gledhill has also advised Olam International Ltd in respect of its joint venture with Sanyo Foods Co Ltd, a global leader in instant noodles, to manufacture and distribute instant noodles in Nigeria and across sub-Saharan Africa. Sanyo Foods will hold a 25.5 percent equity stake in the joint venture for US$20 million whilst Olam will hold a 74.5 percent equity stake and management control. Partners Prawiro Widjaja and Tang Siau Yan led the transaction. AZB & Partners has advised Rolta India Ltd in respect of the issue by its subsidiary, Rolta LLC, of US$200 million 10.75 percent senior notes in the international markets. The tenure of the notes, which will be listed on the SGX-ST and are guaranteed by Rolta India Ltd and its subsidiaries, is five years. Barclays, Citigroup, DBS and Deutsche Bank acted as the joint lead managers to the notes offering. Partners Shuva Mandal and Varoon Chandra led the transaction which closed on 16 May 2013. AZB & Partners has also advised Bain Capital and Golden Gate Capital in respect of their buy-out, with other private equity investors, of BMC Software for approximately US$6.9 billion. Partner Essaji Vahanvati led the transaction which was signed on 8 May 2013 and is yet to be completed. Clayton Utz has advised ASX-listed integrated waste management and industrial service company Tox Free Solutions Ltd in respect of its acquisition of the assets and business of Wanless Enviro Services Pty Ltd, Smart Skip Pty Ltd and Jones Enviro Services Pty Ltd, and certain assets of Wanless Enviro Asset Management Pty Ltd. The acquisition, which was announced on 30 April 2013, was completed on 17 May 2013. The total cash consideration for the acquisition was A$85 million (US$83.4m). Partner Mark Paganin led the transaction. The firm has also recently advised Tox Free in its A$43 million (US$42.19m) institutional placement to partly fund the acquisition. Clifford Chance has advised the 21 joint book-runners in respect of China Galaxy Securities’ US$1.07 billion IPO on the HKSE. Joint global coordinators for the deal were Goldman Sachs, JP Morgan, China Galaxy International Securities Hong Kong Ltd, ABCI Capital Ltd and Nomura. The company sold approximately 1.6 billion H shares at HK$5.30 (US$0.68) each. China Galaxy Securities is one of the largest brokerage service providers in China. Partners Tim Wang and Cherry Chan led the transaction. Jones Day has advised Deutsche Equities, IDFC and Elara Capital in respect of the US$50 million qualified institutional placement (QIP) of equity shares of DEN Networks, pursuant to Section 4(2) and Regulation S. The QIP was contemporaneous with the announcement by DEN Networks regarding a US$110 million proposed preferential allotment to two Singapore based investors. The total size of the transaction is US$160 million and reflects one of the largest capital raisings this year, in India. Partner Manoj Bhargava, assisted by partner Colleen Laduzinski, led the transaction. Khaitan & Co has advised Kagome Co Ltd in respect of its joint venture with Ruchi Soya Industries Ltd and Mitsui & Co Ltd. The proposed joint venture company (JVC) will be set up in India to manufacture and sell a range of tomato products based on world class technology to be provided by Kagome. Kagome and Mitsui have formed a special purpose vehicle (SPV) outside India to invest in the JVC. Kagome and Mitsui own 66.7 percent and 33.3 percent stake, respectively, in the SPV. Ruchi Soya will hold 40 percent stake in the JVC and the balance will be held by the SPV. Kagome, which has been in the tomato business for over 110 years, pioneered tomato processing in Japan and is presently Japan’s undisputed industry leader in this sector. Partner Vaishali Sharma acted on the transaction. Khaitan & Co has also advised Aditya Birla Group company Palace Solar Energy Private Ltd in respect of a syndicated rupee term loan facility of INR130 crores (US$23.45m) granted by HDFC Bank Ltd for reimbursement of capital expenditure incurred by the borrower for construction of the 15 MW solar photo voltaic (PV) power plant at Charanka Solar Park, Gujarat. Partner Shishir Mehta acted on the transaction. Kirkland & Ellis has represented J P Morgan Securities, Merrill Lynch International, CIMB and Mizuho Securities as initial purchasers in respect of the offering of US$600 million 1.875 percent guaranteed senior notes due 2018 by Want Want China Finance Ltd in reliance upon Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes are guaranteed by Want Want China Holdings Ltd, the parent company of the issuer, and are listed on the HKSE. Want Want China Holdings Ltd, listed on the HKSE and a constituent stock of the Hang Seng Index, is one of the largest food and beverage companies in the Greater China region. Partners John Otoshi, Benjamin Su, Dominic Tsun and Angela Russo led the transaction. Maples and Calder, led by partner Greg Knowles, acted as British Virgin Islands and Cayman Islands legal counsel to Want Want China Finance Ltd and Want Want China Holdings Ltd whilst Sullivan & Cromwell acted as Hong Kong and US counsel to the issuer. Latham & Watkins has advised TBG Global Pte Ltd, a wholly-owned Singapore subsidiary of Indonesian telecommunications infrastructure provider PT Tower Bersama Infrastructure Tbk, in respect of its debut offer of US$300 million 4.625 percent senior unsecured notes due 2018 listed on the SGX-ST. Partners Michael Sturrock and Sharon Lau led the transaction. Mayer Brown has advised IT Ltd in respect of its debut renminbi (RMB)-denominated bond issue of CNY1 billion (US$163m). Interest on these senior notes is payable semi-annually at the rate of 6.25 percent before they mature in 2018. The net proceeds of the offering are to be used for general corporate purposes, including but not limited to capital expenditure, refinancing existing indebtedness and general working capital. IT Ltd is a leading fashion retailer in Hong Kong and the PRC which offers a diverse range of apparel products targeting different consumer segments. Partners Jason Elder, Jeckle Chiu and Phill Smith led the transaction. Paul Hastings is representing Nomura, Bank of Taiwan, Cathay United Bank Co LTD, ICBC International Capital Ltd and Maybank Investment Bank Berhad as mandated lead arrangers in respect of the US$330 million debt financing for AsiaInfo-Linkage Inc’s take-private acquisition by a consortium led by Chinese private equity company CITIC Capital Partners in an all-cash deal valued at approximately US$890 million. The private investor consortium, which is led by CITIC Capital Partners and includes Temasek, will provide the equity investment for the transaction. Bank of Taiwan, Cathay United Bank Co LTD, ICBC International Capital Ltd, Maybank Investment Bank Berhad and Nomura International (Hong Kong) Ltd will arrange a debt facility amounting to US$330 million to support the take-private transaction. Partner Brett W King, supported by partner Alexander Lee, is leading the transaction which has been approved by the special committee of independent directors but remains subject to approval by the company’s shareholders. Akin Gump, led by partner Greg Puff and supported by partner Zach Wittenberg, is advising CITIC PE. Rajah & Tann is advising SGX-ST listed Sino Construction Ltd in respect of its S$3.46 million (US$2.74m) placement of shares for the capitalisation of amounts owing to debtors as well as the fresh injection of funds from its controlling shareholder. Sino Construction and its subsidiaries are principally engaged in building construction and civil engineering activities in Daqing City in the PRC. Partners Chia Kim Huat and Danny Lim are leading the transaction which was announced on 16 May 2013. It is yet to be completed. Ropes & Gray is representing the Blackstone-led buyer group consortium in respect of the going private transaction of China-based Pactera Technology International Ltd. The buyer consortium, which made its formal proposal to the Pactera board on 20 May 2013, is led by an affiliate of funds managed or advised by Blackstone and joined by several senior management members of Pactera, including its non-executive chairman, its chief executive officer and its executive committee members. Partners Gary Li, Paul Boltz, David Chapin and James Lidbury are leading the transaction. Shearman & Sterling is advising Oki Electric Industry Co Ltd in respect of its strategic partnership with Itautec SA, the banking and retail automation and services business controlled by ITAÚSA–Investimentos Itaú SA. The partnership involves the acquisition by Oki of 70 percent of a newly created Brazilian entity that will hold the automation and services business of Itautec, with the remaining 30 percent continuing to be held by Itautec. The automation and services business of Itautec includes a manufacturing facility in Brazil, service sites throughout Brazil and sales and services operations in several countries in Latin America and Europe. The transaction is subject to customary conditions, including regulatory approvals, and is expected to close by the end of December 2013. Partner Kenneth Lebrun piloted the transaction. Shearman & Sterling has also advised Acquity Group Ltd, a Cayman company listed on NYSE Amex, in respect of its acquisition by an affiliate of Accenture Plc which values Acquity’s equity at approximately US$316 million. Upon completion of the transaction, Acquity’s ADSs will no longer be listed on NYSE Amex. Acquity is a leading global digital marketing company, creating award-winning digital experiences for global brands. Accenture is a global management consulting, technology services and outsourcing company, with approximately 261,000 people serving clients in more than 120 countries. Partners Lee Edwards, Alan Seem, Richard Hsu, Laurence Crouch, Alan Goudiss and Paula Anderson spearheaded the transaction. Shook Lin & Bok is acting for JP Morgan (SEA) Ltd, the financial adviser to SGX-listed United Engineers Ltd (UEL) and its wholly-owned subsidiary UE Centennial Venture Pte Ltd in respect of UE Centennial Venture’s mandatory unconditional cash offers for all the issued ordinary stock units and convertible bonds of WBL Corporation Ltd, other than those already owned, controlled or agreed to be acquired by UE Centennial Venture and certain parties acting in concert with it, which value WBL at approximately S$1.25 billion (US$986.5m) based on an offer price of S$4.50 (US$3.55) per WBL share. This was a competitive takeover whereby UEL made a rival bid against The Straits Trading Company Ltd for WBL. Partners David Chong and Ho Ying Ming are advising on the transaction. Slaughter and May has advised a Hong Kong investment vehicle in respect of the acquisition of en bloc retail and office premises on Oxford Street, London W1 from Amsprop, the property investment company and William Watson, drove the transaction. White & Case has advised Deutsche Bank in respect of a US$365 million offering by PT MNC Investama Tbk of 5.875 percent senior notes due 2018. This is the company’s debut offering of high yield bonds in the international markets and is one of the only high yield bonds to be issued by an Asian conglomerate. The company, formerly named PT Bhakti Investama Tbk, is a holding company of businesses in media, financial services, energy and natural resources, property and infrastructure development and investment. Proceeds will be used to refinance indebtedness, to partially fund the acquisition of shares of MNC Land and for general corporate purposes. The firm also advised Deutsche Bank on a related bank financing provided to the company. Partners Anna-Marie Slot and Kate Allchurch led the transaction. WongPartnership is acting for UOL Group Ltd and Pan Pacific Hotels Group Ltd in respect of the proposed voluntary delisting of Pan Pacific and the cash offer by UOL to acquire all the issued ordinary shares in the capital of Pan Pacific other than those shares already held directly or indirectly by UOL. The offer price values Pan Pacific at approximately S$1.5 billion (US$1.18b). Partners Ng Wai King, Andrew Ang and Milton Toon led the transaction. WongPartnership is also acting for Ascendas Hospitality Fund Management Pte Ltd, in its capacity as manager of Ascendas Hospitality Real Estate Investment Trust (A-HREIT), in respect of the acquisition by The Trust Company (Asia) Ltd, as trustee of A-HREIT (REIT Trustee) of Park Hotel Clarke Quay, Singapore for S$300 million (US$240m). The hotel will continue to be operated by the Park Hotel Group and, in this regard, the REIT Trustee has entered into a conditional master lease agreement with Park Hotel CQ Pte Ltd pursuant to which the hotel shall be leased to Park Hotel CQ for an initial term of 10 years with an option to extend for five more years upon obtaining the parties’ mutual consent. Partner Monica Yip led the transaction. |
Deals – 16 May 2013
Allen & Gledhill has advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) and The Bank of New York Mellon Singapore Branch (BNYM) in respect of Auric Pacific Group Ltd’s establishment of a S$500 million (US$401.7m) multicurrency medium term note programme. Under the programme, HSBC is the arranger and BNYM is the issuing and paying agent, calculation agent and trustee of the holders of the notes. Partners Margaret Chin, Magdalene Leong, Daselin Ang and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd (DBS), The Hongkong and Shanghai Banking Corporation Ltd (HSBC) and HSBC Institutional Trust Services (Singapore) Ltd (HSBCIT) in respect of Courts Asia Ltd’s (Courts) establishment of a S$500 million (US$401.7m) multicurrency debt issuance programme. DBS and HSBC are the arrangers and the dealers, HSBCIT is the trustee, and HSBC is the issuing and paying agent, transfer agent and registrar. Under the programme, Courts has completed an inaugural issue of S$125 million (US$100.43m) 4.75 percent notes due 2016. DBS and HSBC were the joint lead managers and bookrunners of the inaugural issue. Partners Au Huey Ling, Ong Kangxin, Daselin Ang and Sunit Chhabra led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co is advising public listed Den Networks Ltd in respect of its preferential allotment of shares to Broad Street Investments (Singapore) and MBD Bridge Street 2013 Investments (Singapore), affiliates of Goldman Sachs. The transaction is subject to customary closing conditions, including receipt of the necessary shareholder and regulatory approvals. Partner Puja Sondhi is leading the transaction which is valued at US$110 million. The investors were advised by J Sagar Associates led by partners Akshay Chudasama, Vikram Raghani and Mithun V Thanks. Herbert Smith Freehills acted as international legal counsel for Goldman Sachs. Amarchand & Mangaldas & Suresh A Shroff Co has also advised Deutsche Equities India Private Ltd, IDFC Capital Ltd and Elara Capital (India) Private Ltd, as book running lead managers, in respect of DEN Networks’ qualified institutional placement of approximately 12.47 million equity shares. Partner Prashant Gupta led the transaction which closed on 13 May 2013 whilst Jones Day acted as International legal counsel. Indus Law acted as the domestic legal counsel to DEN Networks Ltd and to the book running lead managers. Ashurst has advised Asian Development Bank (ADB) and The Siam Commercial Bank Public Company Ltd (SCB) as lenders in respect of a limited recourse project financing to two solar power projects in Thailand. The financing closed on 11 April 2013. Each project entails the construction of a 16MW solar power generation plant with a combined total capacity of 32MW. Bangchak Solar Energy Company Ltd, a subsidiary of Bangchak Petroleum Public Company, is the developer of the projects and is the borrower under the facilities. Partner Matthew Bubb, supported by partner Patrick Phua, led the transaction. Chandler and Thong-ek Law Office, led by Albert Chandler and Jessada Sawatdipong, acted as Thai counsel to the lenders. LS Horizon, led by Chaipat Kamchadduskorn, advised the borrower. Clifford Chance has advised Ascott Residence Trust (AscottReit) in respect of its acquisition of a portfolio of 11 rental housing properties in Japan for ¥9.2 billion (US$90m) from ACRJ3 Pte Ltd, an 88.9 percent owned subsidiary of The Ascott Ltd. The properties have a total of 959 apartments located across six cities in Japan. This deal is part of a wider transaction involving AscottReit acquiring, in addition to the Japan properties, three prime serviced residences in China. SGX-listed AscottReit was established to invest in real estate and real estate-related assets. It is managed by Ascott Residence Trust Management Ltd, a wholly-owned subsidiary of The Ascott Ltd and an indirect wholly-owned subsidiary of CapitaLand Ltd, one of Asia’s largest real estate companies. Partner Leng-Fong Lai led the transaction. Davis Polk is advising Baidu Inc in respect of its US$370 million acquisition of the online video business of PPS. The definitive agreement was signed on 7 May 2013. The transaction, which is subject to customary closing conditions, is expected to close in the second quarter of 2013. Upon completion of the transaction, PPS’s online video business will be merged with Baidu’s own video platform iQiyi. The combined entity will become China’s largest online video platform by number of mobile users and video viewing time. PPS will continue to operate as a sub-brand of iQiyi. Baidu is the leading Chinese-language Internet search provider. Baidu’s ADSs currently trade on the Nasdaq Global Select Market. iQiyi.com is a leading online video portal in China that was founded by Baidu. PPS was founded in 2005 and ranks number one in its category by desktop client installations and mobile apps. Partners Miranda So, Howard Zhang, Frank J Azzopardi and Kathleen L Ferrell are leading the transaction. Cadwalader, Wickersham & Taft is advising PPS. Davis Polk has also advised NYSE and HKSE-listed CNOOC Ltd as to US and Hong Kong law in respect of the SEC-registered offering of guaranteed notes by CNOOC Finance Ltd, a wholly owned subsidiary of CNOOC Ltd, of its US$750 million 1.125 percent guaranteed notes due 2016, US$750 million 1.75 percent guaranteed notes due 2018, US$2 billion 3 percent guaranteed notes due 2023 and US$500 million 4.25 percent guaranteed notes due 2043. Bank of China (Hong Kong) Ltd, Bank of China Ltd, BOCI Asia Ltd, China International Capital Corporation Hong Kong Securities Ltd, Citigroup Global Markets Inc, Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) LLC, JP Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS AG Hong Kong Branch, CCB International Capital Ltd, ICBC International Securities Ltd, Scotia Capital (USA) Inc and Société Générale were the underwriters for the offering. The notes were listed on the HKSE. CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas. Partners James C Lin, Eugene C Gregor, Antony Dapiran, Lucy W Farr and John B Reynolds III led the transaction. CNOOC was advised by Walkers as to British Virgin Islands law. The underwriters were advised by Linklaters as to US law and Commerce & Finance Law Offices as to PRC law. Hadiputranto, Hadinoto & Partners and Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firms in Indonesia and Singapore, respectively, have represented the Hongkong and Shanghai Banking Corporation Ltd Tokyo Branch in respect of a secured loan facility amounting to US$150 million to PT Federal International Finance, one of the leading financing companies in Indonesia. The facility was provided by Japan Bank for International Cooperation, The Bank of Fukuoka Ltd Tokyo Branch, The Chiba Bank Ltd Hong Kong Branch, The Chugoku Bank Ltd Hong Kong Branch, the Shizuoka Bank Ltd Hong Kong Branch, the Hongkong and Shanghai Banking Corporation Ltd Tokyo Branch and Mizuho Corporate Bank Ltd. Partner Indri Guritno from Indonesia and partner Emmanuel Hadjidakis from Singapore led the transaction. Herbert Smith Freehills has advised OGX Petróleo e Gás Participações SA (OGX), Brazil’s largest private oil and natural gas exploration company, in respect of the sale of a 40 percent stake in two blocks in the Campos Basin, offshore Brazil to Malaysian state oil and gas company PETRONAS. Under the agreement signed on 7 May 2013, PETRONAS will acquire 40 percent of OGX’s interest in each of Blocks BM-C-39 and BM-C-40 for US$850 million. The blocks are located in the shallow waters 95 km offshore the state of Rio de Janeiro and contain the Tubarão Martelo field which is currently under development. The proposed acquisition will mark PETRONAS’ first entry into the exploration and production business in Brazil. The completion of the transaction is conditional upon relevant regulatory approvals. Partners Simon Tysoe and Hilary Lau led the transaction. J Sagar Associates has acted as co-counsel on behalf of South Korean steel major Posco in respect of its challenge before the Supreme Court against a decision of the Orissa High Court which had set aside the State Government’s recommendation for preferential grant of prospecting license to Posco over a 2,500-hectare area in the Sundergarh district. The grant of the mineral concession was a vital prerequisite for Posco to set up its INR51,000 crores (US$9.31b) steel plant in Orissa, a project billed as India’s largest foreign direct investment. On 10 May 2013 the Supreme Court set aside the High Court judgment and directed the Central Government to consider the State Government’s recommendation in favour of Posco in accordance with the provisions of the Mines & Minerals (Development & Regulation) Act 1957. Partners Amar Gupta, Dheeraj Nair and Ananya Kumar led the transaction. J Sagar Associates has also advised Citigroup Global Markets Ltd, Deutsche Bank AG Singapore Branch and The Royal Bank of Scotland plc as the joint lead managers in respect of the issue of US$300 million 2.5 percent guaranteed notes due 2018 and US$500 million 3.75 percent guaranteed notes due 2023 by ONGC Videsh Ltd and guaranteed by Oil and Natural Gas Corporation Ltd. Partner Dina Wadia led the transaction. Khaitan & Co has advised Reliance JioInfocomm Pte Ltd and Infotel Telecom Ltd in respect of an agreement for an indefeasible right of use in a fibre pair on i2i submarine cable system that connects India and Singapore. i2i cable system is owned by Network i2i Ltd, a subsidiary of Bharti Airtel Ltd. Singapore-incorporated Reliance JioInfocomm will have the requisite telecom licenses to operate in Singapore whilst India-incorporated Infotel Telecom has international long distance license to operate in India. Both these companies are a part of Reliance Industries Ltd, the only company to have a pan-India BWA spectrum. Partner Asim Abbas acted on the transaction. Khaitan & Co has also advised DTDC Courier and Cargo Ltd, one of the leading Express distribution companies in India covering both domestic and international services, in respect of its investment in Nikkos Logistics Private Ltd. The deal involved: (a) issuance and allotment of shares aggregating to 70 percent of Nikkos’ share capital to DTDC; (b) buyout of the minority shareholding of Nikkos by its promoters; and (c) formation of a joint venture named DTDC Nikkos International Logistics. Partner Ganesh Prasad acted on the transaction. King & Wood Mallesons has advised Charter Hall’s Core Plus Office Fund (Charter Hall) in respect of its joint acquisition of FKP Property Group’s Gasometer 2 Brisbane office development. Under the deal, Charter Hall will acquire a 50 percent share in the 23,400 square metre office tower, which is currently under development. The deal also includes a pre-commitment by the Bank of Queensland to lease 12,700 square metres of the building’s office space for an initial 12 year period. Partners Sonya Harris and Stuart Dixon-Smith led the transaction. Kirkland & Ellis is representing HKSE-listed SPG Land (Holdings) Ltd, in respect of: (i) its issuance of new shares to Gluon Xima International Ltd, an indirectly wholly-owned subsidiary of Greenland Holding Group Company Ltd for approximately HK$4.34 billion (US$559m), which will result in Greenland acquiring a 60 percent interest in the enlarged capital of SPG Land; (ii) the sale of a subsidiary of SPG Land (which holds a 50 percent interest in the Peninsula Hotel, Residences and Arcade in Shanghai) to SPG Land chairman Wang Weixian for approximately RMB1 billion (US$162.7m); and (iii) the related bonus issue and special dividend arrangements by SPG Land to facilitate the structuring of the transactions. Partner David Yun is leading the transaction. Freshfields Bruckhaus Deringer, led by partners Charles Ching and Edward Freeman, is advising Gluon Xima International Ltd. Kirkland & Ellis is also representing the joint global coordinators and joint bookrunners (composed of JP Morgan Securities (Asia Pacific) Ltd, CITIC Securities Corporate Finance (HK) Ltd, UBS AG Hong Kong Branch and Goldman Sachs (Asia) LLC) and the other joint bookrunners (composed of China International Capital Corporation Hong Kong Securities Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Haitong International Securities Company Ltd, Citigroup Global Markets Ltd, Citigroup Global Markets Asia Ltd, Merrill Lynch International, Merrill Lynch Far East Ltd, Deutsche Bank AG Hong Kong Branch, BOCOM International Securities Ltd, CMB International Capital Ltd and BOCI Asia Ltd) in respect of a global offering, including the IPO and listing on the HKSE, of SINOPEC Engineering (Group) Co Ltd, the leading oil refining, petrochemical and new coal chemical engineering company in China. The global offering comprises approximately 1.33 billion H shares (subject to adjustment and overallotment option), of which approximately 5 percent will initially be offered under the Hong Kong public offering and approximately 95 percent will initially be offered under the international offering. Pursuant to the overallotment option, the joint global coordinators (on behalf of the international underwriters) have the right to require the company to issue up to approximately 199.2 million additional H shares, representing 15 percent of the shares initially available under the global offering. Depending on the exercising of the overallotment option, the total value of the deal is between US$1.66 and US$2.23 billion. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Fan Zhang, Laura Fraedrich and Joanna Ritcey-Donohue are leading the transaction. Latham & Watkins has represented Minmetals Cheerglory Ltd and General Nice Development Ltd in respect of their approximately US$238 million strategic investment in HKSE-listed IRC Ltd and their offtake arrangement with IRC relating to the purchase of all iron seaborne products of IRC Ltd and its subsidiaries. The subscription was completed on April 2013. This transaction involved Takeovers Code and Hong Kong Listing Rules implication. A white wash waiver was granted by the SFC in respect of an obligation to make a general offer to the shareholders of IRC Ltd, whose primary business is the exploration, development and production of iron ore and other industrial commodities products in the Russian Far East. Partners Cathy Yeung, Michael Liu, Christopher Allen and Christopher Langdon led the transaction. Latham & Watkins has also advised Minmetals Land Ltd in respect of its offering of US$225 million 5.5 percent guaranteed bonds due 2018 and US$125 million 6.5 percent guaranteed bonds due 2023. The transaction priced on 19 April 2013 and closed on 26 April 2013. It was the first issuance of US$ guaranteed bonds by a member of China Minmetals Group, with the 5-year tranche oversubscribed by approximately 5.8 times. The joint global coordinators for the transaction were BNP Paribas and UBS AG Hong Kong Branch. Minmetals Land Ltd is the sole listed real estate flagship of China Minmentals Corporation whose primary business is real estate development, specialized construction, property investments and securities investment in China. Partners Cathy Yeung and Eugene Lee led the transaction. Maples and Calder has acted as Cayman Islands counsel for Hutchison Whampoa Europe Finance (13) Ltd and Hutchison Whampoa Ltd in respect of the issue of €1.75 billion (US$2.26b) perpetual subordinated guaranteed securities by Hutchison Whampoa Europe Finance (13) Ltd which are unconditionally and irrevocably guaranteed on a subordinated basis by Hutchison Whampoa Ltd. Partner Stacey Overholt led the transaction whilst Freshfields Bruckhaus Deringer advised as to English law and Woo, Kwan, Lee & Lo advised as to Hong Kong law. Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Greentown China Holdings Ltd, a Cayman Islands company listed on the HKSE, in respect of its issue of RMB2.5 billion (US$406.7m) 5.625 percent senior notes due 2016. This is a re-tap to the issuance in January 2013. The notes are now listed on the HKSE. Greentown, headquartered in Hangzhou (Zhejiang Province), China, is one of the leading property developers in China. Partner John Trehey led the transaction whilst White & Case acted as United States and Hong Kong legal counsel and T&C Law Firm acted as PRC counsel. Davis Polk & Wardwell acted as US legal counsel to the initial purchasers whilst Jingtian & Gongcheng acted as PRC legal counsel. Mayer Brown JSM has represented Beijing Enterprises Water Group Ltd, one of the leading integrated water and sewage treatment solution providers in the PRC, in respect of the issuance of US$500 million 4.625 percent guaranteed bonds due 2018 by its subsidiary, Beijing Enterprises Water Capital Management Ltd. Its largest shareholder, Beijing Enterprises Holdings Ltd, which is backed by the Beijing Municipal Government, provided a non-legally binding letter of comfort to bondholders. The bonds have not and will not be rated and are listed on the HKSE. Beijing Enterprises Water plans to use the net proceeds to repay existing borrowings and acquire overseas projects. Partners Jeckle Chiu and Phill Smith led the transaction. Nishith Desai Associates has acted as legal and tax counsel to EuroKids International Ltd and its exiting shareholders in respect of the sale, with Educomp Solutions Ltd, of their majority stake in EuroKids to private equity fund GPE. EuroKids is one of the largest education service providers in the pre-school and higher secondary school segment in India. Rodyk & Davidson is advising CIMB Bank Berhad Singapore Branch in respect of: (a) the proposed acquisition by SGX-ST-listed Rowsley Ltd of the entire issued and paid-up share capital of RSP Architects Planners & Engineers Pte Ltd (RSP) for up to S$187.5 million (US$150.33m); (b) the proposed acquisition by Rowsley of vacant land located in the Iskandar Development Region, Johor Bahru Malaysia (the Land) for approximately S$358 million (US$287m); and (c) the proposed bonus issue of free warrants to existing Rowsley shareholders. The core business of Rowsley, its subsidiaries and associated companies is in investments, investment holdings, strategic investments and other related activities. RSP is a private company incorporated in Singapore. RSP, its subsidiaries and associated companies provide architectural, master planning, urban design, civil and structural and mechanical and electrical engineering, interior design and project management services. Partner Ng Eng Leng led the transaction. Rodyk & Davidson has also advised Singapore property developer Kian An Realty Ltd in respect of a Real Estate Management and Advisory Agreement (REMA) with Invesco Real Estate Investment (Asia) LLC, a local branch of Invesco, to, inter alia, manage Peace Centre and Peace Mansion (Assets) worth in excess of S$240 million (US$192.5m). Invesco is one of the world’s largest and most diversified independent investment management firms. The deal is structured into three main components to deal with the assets, namely real estate management services covering leasing, maintenance and upgrading aspects; advisory services involving a business plan and an annual budget for the property; and disposal services through collective sale or otherwise. Partner Norman Ho, supported by partner Ho Soo Lih, led the transaction. Ropes & Gray’s Hong Kong office has advised Australia-based MYOB and its parent company Bain Capital in respect of MYOB’s buyout of BankLink New Zealand. The transaction was announced on 14 May 2013. Partner Brian Schwarzwalder led the transaction. Shook Lin & Bok is acting for SGX-listed NH Ceramics Ltd in respect of its proposed acquisition of BlackGold Asia Resources Pte Ltd and BlackGold Energy Ltd for S$187.5 million (US$150.5m) and on the placement of new issued shares by NH Ceramics to raise proceeds of approximately S$1.8 million (US$1.45m). Partners Wong Gang and Tan Wei Shyan are leading the transaction. Skadden is representing a subset of the consortium buyer group, including China Broadband Capital Partners II and Edward Tian, in respect of the acquisition of telecommunications software and solutions company AsiaInfo-Linkage Inc. Under the agreement, AsiaInfo-Linkage will be acquired by a private investor consortium led by CITIC Capital Partners. The buyer consortium, led by CITIC Capital Partners and Edward Tian, co-founder and a significant stockholder of AsiaInfo-Linkage, and their respective affiliates, including CITIC PE and China Broadband Capital Partners II LP, will provide equity financing for the acquisition. Partner Peter Huang is leading the transaction. Shearman & Sterling, led by partner Paul Strecker, advised the Special Committee of the Board of Directors of AsiaInfo-Linkage Inc. Fried, Frank, Harris, Shriver & Jacobson, led by partners Douglas Freeman, Philip Richter and Victor Chen, represented Goldman Sachs (Asia) LLC as financial advisors to the Special Committee of AsiaInfo-Linkage Inc. Ropes & Gray represented AlpInvest, a member of the buyer consortium. Simpson Thacher’s Hong Kong office has represented the underwriters in respect of the US$350.8 million registered follow-on offering of approximately 79.7 million American Depositary Shares by AU Optronics Corp (AUO). Citigroup Global Markets acted as the global coordinator for the offering and Citigroup Global Markets and UBS AG acted as joint bookrunners. ANZ, ING Bank, Mizuho Securities and Standard Chartered Securities acted as the co-managers of the offering. AUO is one of the world’s leading providers of optoelectronic solutions. AUO’s common shares are traded on the Taiwan Stock Exchange whilst AUO’s ADRs are traded on the NYSE. Chris Lin, Asher Hsu, Christina Chiang, Tse-Yu Su, Robert Holo and Michael Cardella led the transaction. Watson, Farley & Williams Asia Practice has advised SapuraKencana Petroleum Berhad, a major oil and gas services company headquartered in Malaysia, in respect of the debt and equity financing of its acquisition of the entire issued share capital in Seadrill Tender Rig Ltd and certain other related businesses and assets. The acquisition included purchasing 18 tender drilling rigs (6 semi-tenders, 9 tender barges and 3 newbuilds) from Seadrill. In addition to the equity provided by SapuraKencana, the financing also included a US$1.85 billion loan facility and a $US550 million equity placement arrangement. In the loan facility transaction, Standard Chartered Bank (SCB) acted as the coordinating bank whilst Maybank Investment Bank Berhad (Maybank IB) acted as the agent and security agent. The lenders included ABN AMRO Bank NV Singapore Branch, AmInvestment Bank Berhad, BNP Paribas, CIMB Bank Berhad, The Hong Kong and Shanghai Banking Corporation Ltd, Maybank IB and Malayan Banking Berhad, RHB Bank Berhad, SCB and United Overseas Bank (Malaysia) Berhad. In the equity placement, SapuraKencana placed 587 million new ordinary shares. CIMB Investment Bank Berhad, Maybank IB and CIMB (Securities) Pte Ltd acted as placement agents. Partners Andrew Nimmo and Nicholas Hanna led the transaction. Norton Rose, led by partner Yu-En Ong, advised Standard Chartered Bank and other lenders. WongPartnership is acting for WBL Corporation Ltd in respect of the mandatory conditional offer by UE Centennial Venture Pte Ltd, a wholly-owned subsidiary of United Engineers Ltd (UE), to acquire all the issued ordinary stock units and convertible bonds in WBL other than those already owned, controlled or agreed to be acquired by the UE offeror and certain parties acting in concert with the UE offeror, for approximately S$1.25 billion (US$1 billion). Partners Ng Wai King and Chan Sing Yee led the transaction. WongPartnership is also acting for Heping Investments (BVI) Ltd, Biyun Investments (BVI) Ltd, The Ascott Holdings Ltd, ACRJ3 Investments Pte Ltd and RAV Three Pte Ltd in respect of their divestment of three prime serviced residences in the PRC and 11 rental housing properties in Japan to Ascott Residence Trust for an aggregate consideration of approximately S$287 million (US$230m). Partners Owyong Eu Gene and Lim Hon Yi led the transaction. |
Deals – 9 May 2013
Allen & Gledhill has advised CIMB Bank Berhad (CIMB), the arranger, and Sabana Sukuk Pte Ltd, the issuer, in respect of the establishment of a S$500 million (US$407.14m) multicurrency Islamic trust certificates issuance programme. Sabana Sukuk is a wholly-owned subsidiary of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (Sabana REIT), managed by Sabana Real Estate Investment Management Pte Ltd. Under the programme, Sabana Sukuk may, from time to time, issue Islamic trust certificates denominated in Singapore dollars and/or any other currencies. Partners Yeo Wico, Suhaimi Zainul-Abidin, Jeanne Ong, Jerry Koh and Long Pee Hua led the transaction.
Allen & Gledhill has also advised Australia and New Zealand Banking Group Ltd, Malayan Banking Berhad Singapore Branch, United Overseas Bank Ltd, Chinatrust Commercial Bank Co Ltd Singapore Branch and Bank of East Asia Ltd in respect of a facility agreement for a term loan of S$680 million (US$553.7m) to AREIF (Singapore I) Pte Ltd, a company which owns the property known as TripleOne Somerset. The proceeds were used to refinance AREIF (Singapore I) Pte Ltd’s S$575 million (US$468.2m) term loan facility and S$105 million (US$85.5m) junior secured fixed rate bonds due 2013. The Trust Company (Asia) Ltd was the facility agent and security trustee in relation to the facility. Partners Jafe Ng and Daselin Ang acted for the arrangers and the original lenders whilst partner Magdalene Leong acted for The Trust Company (Asia) Ltd. AZB & Partners has advised Thomas Cook (India) Ltd, ICIC Securities Ltd and India Infoline Ltd in respect of the institutional placement programme of approximately 31.25 million equity shares of face value 1 each of Thomas Cook (India) Ltd, at clearing prices, with a right, exercisable by the company in consultation with the book running lead managers, to allot up to approximately 3.12 million additional equity shares, in case of over subscription at clearing prices, under chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. Partners Ashwin Ramanathan and Varoon Chandra led the transaction which was filed on 24 April 2013. AZB & Partners has also advised Tata Sons Ltd in respect of its acquisition of 30 percent in Air Asia India Pvt Ltd for the purpose of carrying on the business of providing low cost scheduled passenger airline services. AirAsia (India) Private Ltd is a joint venture among AirAsia Berhad, AirAsia Investment Ltd, Tata Sons Ltd and Telestra Tradeplace Private Ltd. Partner Shuva Mandal led the transaction which was valued at approximately US$9 million and was completed on 18 April 2013. Baker & McKenzie is advising Tian Ping Auto Insurance Company Ltd, the leading property and casualty insurance company in China, in respect of its strategic alliance with AXA, as part of which AXA will acquire a 50 percent stake in Tian Ping for a total consideration of €485 million (US$638.15m). Under the terms of the agreements and subject to regulatory approval, AXA will buy 24.4 percent of the company from Tian Ping’s current shareholders for RMB1.9 billion (US$309.4m) and subscribe to a dedicated capital increase for RMB2 billion (US$325.7m) to support future growth. Tian Ping’s current shareholders and AXA will jointly control Tian Ping. AXA’s existing Chinese P&C operations are expected to be merged and absorbed into the new joint-venture. Partner Martin Tam is leading the transaction. AXA is represented by Sullivan & Cromwell. Clifford Chance has advised Australia’s Griffin Coal, a unit of India’s Lanco Infratech Ltd, in respect of the A$7.5 million (US$7.68m) settlement of a claim by Perdaman Chemicals that originally sought compensation of A$3.5 billion (US$3.58b). Perdaman filed the lawsuit against Lanco in 2011 in the Supreme Court of Western Australia, seeking compensation for breach of a coal supply agreement. As part of the settlement, Lanco has agreed to pay Perdaman A$7.5 million (US$7.68m) plus legal costs without admission of any of the allegations made by Perdaman. Partner Ben Luscombe led the transaction. Clifford Chance has also advised SGX-listed Noble Group Ltd, Asia’s largest diversified commodities trading company, in respect of the issuance of 3.55 percent β2.85 billion (US$97.16m) guaranteed bonds due 2016. This is the first ever bond issuance utilising the Credit Guarantee and Investment Facility (CGIF) established by the Asian Development Bank (ADB), the Association of Southeast Asian Nations (ASEAN) members, China, Japan and Korea (ASEAN+3). The CGIF was established as a trust fund of ADB with the aim of developing and strengthening local currency and regional bond markets in the ASEAN region through providing a guarantee facility as a credit enhancement for corporate bonds issued in local currencies by ASEAN+3-domiciled corporations. This is the first time that Noble Group has tapped into the Thai baht bond market and CGIF’s guarantee has enabled the company to diversify its funding sources. Counsel Doungporn Prasertsomsuk led the transaction. Davis Polk has advised Barclays Capital Inc and Morgan Stanley & Co LLC as initial purchasers in respect of the offering by QBE Insurance Group Ltd of US$600 million of its 2.4 percent senior notes due 2018 pursuant to Rule 144A and Regulation S. QBE Insurance is an international general insurance and reinsurance group, underwriting commercial and personal lines business in 48 countries around the world. Partners Eugene C Gregor and John D Paton led the transaction. QBE Insurance was advised by Skadden, Arps, Slate, Meagher and Flom Sydney as to US law and Allens as to Australian law. Davis Polk has also advised Deutsche Bank AG Singapore Branch and Morgan Stanley & Co International plc as initial purchasers in respect of a US$350 million Rule 144A/Regulation S offering by China Oil and Gas Group Ltd of its 5.25 percent senior notes due 2018. HKSE-listed China Oil and Gas Group Ltd is a national piped gas operator in China focused on providing natural gas to end customers through the operation of its own natural gas branch pipelines and city-gas distribution networks. It also operates liquefied natural gas processing plants, transports and distributes liquefied natural gas and compressed natural gas, builds and operates vehicle refueling stations and designs and constructs natural gas pipelines. Partners William F Barron and John D Paton led the transaction whilst King & Wood Mallesons advised as to PRC law. The issuer was advised by Sidley Austin as to US and Hong Kong law, Jingtian & Gongcheng as to PRC law and Appleby as to Bermuda and British Virgin Islands law. Herbert Smith Freehills has advised China National Offshore Oil Corporation (CNOOC) in respect of the acquisition of additional interests in the Queensland Curtis LNG project Australia (QCLNG) and new exploration acreage in the Bowen Basin, and in respect of the purchase of increased volumes of liquid natural gas (LNG). Under the deal, BG Group will supply CNOOC with a further five million tonnes per annum (mtpa) of LNG for 20 years beginning in 2015, sourced from the group’s global portfolio. Also, CNOOC will purchase interests in the Surat and Bowen Basin coal seam gas tenements and related infrastructure and a further equity stake in the QCLNG project Train 1 liquefaction facility for A$1.93 billion (US$1.98b). Completion of these acquisitions is expected to occur by the end of the year. The deal sees CNOOC take a 25 percent interest in the upstream (currently only 5 percent in some of the fields) and increase its stake from 10 percent to 50 percent in the midstream. Partners Anna Howell and Stuart Barrymore led the transaction which was signed on 6 May 2013. King & Wood Mallesons advised QGC. Hogan Lovells has advised Mashreqbank and a syndicate of Islamic and conventional banks in respect of a AED2 billion (US$545m) Islamic and conventional facility made available to GEMS Education, one of the UAE’s leading education providers. Abu Dhabi Islamic Bank, Dubai Islamic Bank, Mashreqbank and Noor Islamic Bank have acted as arrangers and book-runners for the financing, with United Arab Bank as a participant bank. The facility has a tenor of six years and includes conventional, two Murabaha and a Musharaka tranche. The proceeds will be applied primarily towards the refinancing of GEMS’ investment in the development of schools over the last three years but will also provide additional funds for investment in new schools in the UAE and wider MENA region. Partner Rustum Shah led the transaction. GEMS Education was advised by Allen & Overy. Hogan Lovells has also advised Saint Laurent (YSL) in respect of the acquisition of a stake in its Gulf business through a joint venture with Al Tayer Group, one of Dubai’s leading business groups. YSL has been operating in the UAE for almost a decade as part of a franchise arrangement with Al Tayer Insignia, the largest luxury retailer in the Middle East. YSL acquired a significant interest in a joint venture company, into which the YSL franchise business in the UAE has been transferred. This was a significant transaction for YSL that cements its position in the UAE retail market. Partner Imtiaz Shah spearheaded the transaction. J Sagar Associates has advised Jayant Agro-Organics Ltd in respect of its joint venture with French major Arkema Asie SAS, pursuant to which Arkema will acquire 25 percent stake in Jayant Agro’s subsidiary Ihsedu Agrochem Private Ltd. Jayant Agro is a leading manufacturer of castor oil and various castor based derivatives. Arkema is a leading French company engaged in the manufacture of industrial chemicals and uses castor oil to manufacture specialty monomers and polymers. Partner Varghese Thomas led the transaction. J Sagar Associates has also represented State Bank of India as the monitoring institution and other banks, consisting of State Bank of India, Axis Bank Ltd, Canara Bank, Central Bank of India, Bank of Baroda, IDBI Bank Ltd, State Bank of Patiala, Exim Bank and Dena Bank, in respect of the corporate debt restructuring of the INR848.3 crores (US$157m) debt of Pratibha Syntex Ltd, a company engaged in the business of cotton and cotton blended yarn, fabric (knitting and dying) and garment manufacturing. Partners Dina Wadia and Divyanshu Pandey led the transaction. Jones Day has represented Tata Technologies Inc (TTUS), a US subsidiary of Tata Technologies Ltd, in respect of its leveraged acquisition through a reverse triangular merger of Cambric Holdings Inc, a US-based end-to-end engineering services firm active in heavy-engineering, off-highway and automotive products. Headquartered in Salt Lake City, Utah, the Cambric Group has substantial operations in Romania, and staff in multiple US and European jurisdictions. Partners Dennis Barsky and Sushma Jobanputra led the transaction which was completed on 1 May 2013. Jones Day has also represented Tata Technologies Inc in respect of the financing of the acquisition of Cambric Holdings Inc by Tata Technologies SPV Inc, a subsidiary of Tata Technologies Inc. The financing included a term loan as well as a working capital facility from Bank of America NA, each made available to Cambric Holdings Inc. Partner Sushma Jobanputra led the transaction whilst Sheppard, Mullin, Richter & Hampton acted for Bank of America NA. Khaitan & Co has advised the promoters of Ashirvad Pipes Private Ltd in respect of the sale of a majority stake in Ashirvad to Aliaxis Group SA. Ashirvad is India’s leading manufacturer of PVC, uPVC Column pipes and CPVC pipes. Partner Rajiv Khaitan led the transaction, with assistance from executive director Ajoy Kumar Gupta. Khaitan & Co has also advised Mahindra & Mahindra Ltd (M&M) in respect of the sale of equity shares aggregating to 4.02 percent of the paid up equity share capital of Mahindra Holidays & Resorts India Ltd held by M&M through the stock exchange mechanism. M&M is one of India’s leading business houses and is among the leaders in the Indian automobile industry. Partner Nikhilesh Panchal drove the transaction. King & Wood Mallesons has advised The Trust Company in respect of a proposal announced on 8 May 2013 by Perpetual to acquire all of the shares in Trust Company via a scheme of arrangement. Perpetual and The Trust Company have significant client synergies and complementary capabilities. Perpetual is offering 0.1495 Perpetual shares for every share in the Trust Company whilst The Trust Company is also planning to declare a special dividend of A$0.22 (US$0.2255) per share. The proposal is superior to the competing, hostile bid by Equity Trustees which is currently on foot. Partner Craig Semple has been leading the team advising the Trust Company since Equity Trustees launched its takeover bid. Minter Ellison has advised HKSE-listed Chevalier International Holdings Ltd in respect of the completion of its first major investment in Australia – the acquisition of a 70 percent stake in Moraitis Group Pty Ltd, Australia’s largest fruit and vegetable wholesaler and a major supplier to supermarket chains Coles and Woolworths. The deal values the company at about A$210 million (US$214m), including debt. Partner Michael Barr-David led the transaction. Gilbert + Tobin, led by Charles Bogle, advised the sellers, management and the senior lenders. Minter Ellison has also advised China’s Zinjin Mining in respect of its strategic partnership with NKWE Platinum. Zijin wholly-owned subsidiary Jin Jiang Mining will invest in the ASX-listed group by way of 3-year convertible bonds to assist it develop its South African platinum group metals assets, especially the flagship Garatau Mining project. Partner Marcus Best led the advisory team, which had to reconcile the different stock exchange, corporate and foreign investment requirements of Australia, China, South Africa and Bermuda. Edward Nathan Sonnenbergs (South Africa) and Appleby (Bermuda) also advised in the transaction. Rajah & Tann is advising SGX-listed AusGroup Ltd (AGL) in respect of a major cross-border corporate exercise involving: (a) The acquisition by AGL of Malaysian assets in Iskandar Malaysia with a valuation of at least S$260 million (US$211.74m), by way of reverse-takeover with a view to the listing of the assets on the SGX Catalist board; and (b) the demerger by AGL of its existing assets to a subsidiary that is to be listed on the Australian Stock Exchange by way of capital reduction and the distribution in specie to AGL shareholders of shares in the subsidiary. The deal is a very substantial acquisition and a reverse takeover under the SGX listing rules. It spans several jurisdictions, including Singapore, Australia and Malaysia. The deal will also involve a capital markets compliance placement of shares in AGL, post-acquisition. SGX-listed AGL is a leading Australian construction service provider to the resources, energy and industrial sectors. Partners Serene Yeo and Cynthia Goh are leading the transaction which was announced on 7 May 2013 and is still ongoing. Murcia Pestell Hillard is acting as Australian solicitors to AGL. Drew & Napier is acting as solicitors to the vendors of Malaysian assets. Rajah & Tann has also advised Inviragen Inc in respect of its acquisition by Takeda Pharmaceutical Company Ltd for an upfront payment of US$35 million and future payments of up to US$215 million linked to progress of clinical development and achievement of key commercial milestones. Inviragen is a privately-held biopharmaceutical company specializing in research and development of innovative vaccines for emerging infectious diseases. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 8 May 2013 and is still on-going, pending satisfaction of conditions precedent. Wilson Sonsini Goodrich & Rosati also advised Inviragen. Morgan, Lewis & Bockius advised Takeda Pharmaceutical Company Ltd. Sidley Austin has advised UBS as the sole global coordinator in respect of the recent follow-on offering by LT Group, a Philippine-listed conglomerate that raised approximately US$$912 million. The follow-on offering is the country’s largest ever equity sale and is the second largest equity offering of any type in the Philippines. Partner Alex Lloyd led the transaction. Simpson Thacher is representing Alibaba Group Holding Ltd, China’s largest e-commerce company, in respect of its investment in Weibo Corporation and strategic alliance with SINA Corporation. Alibaba, through a wholly owned subsidiary, has invested US$586 million to purchase preferred and ordinary shares representing approximately 18 percent of Weibo on a fully-diluted basis. SINA has also granted an option to Alibaba to enable Alibaba to increase its ownership in Weibo to 30 percent on a fully-diluted basis at a mutually agreed valuation within a certain period of time in the future. Weibo is a form of social media with microblogging and social networking features. Katie Sudol, Leiming Chen, Lori Lesser, Katharine Moir and Celia Lam led the transaction whilst Walkers, led by partner Denise Wong, acted as Cayman Islands counsel. Allen & Overy also advised on the deal. SyCipLaw has acted as Philippine counsel to Coca-Cola FEMSA SAB de CV (KOF) in respect of its acquisition of 51 percent of Coca-Cola Bottlers Philippines Inc (CCBPI) from The Coca-Cola Company for US$688.5 million in cash. The transaction, which closed on 25 January 2013, also provides Coca-Cola with an option to acquire the remaining 49 percent of CCBPI within seven years. The acquisition provides KOF with a major foothold in the Philippine beverage industry and marks its first venture in Asia. Mexico-based KOF is currently the largest franchise bottler of Coca-Cola products in the world. It produces and distributes Coca-Cola products in Mexico, Guatemala, Nicaragua, Costa Rica, Panama, Colombia, Venezuela, Brazil and Argentina. Partners Imelda A Manguiat and Carina C Laforteza led the transaction. SyCipLaw has also acted as counsel to Standard Chartered Bank, Land Bank of the Philippines, Philippine National Bank, Australia and New Zealand Banking Group Ltd and BDO Private Bank, as note-holders, and the National Grid Corporation of the Philippines (NGCP) in respect of its issuance of Php5 billion (US$122.82m) fixed rate notes facility. NGCP is a fully private corporation which won the fifty-year franchise to operate, maintain, expand and further strengthen the country’s power transmission system. The facility is NGCP’s first corporate notes issuance. The proceeds will be used by NGCP to fund new projects and capital expenditures, and to finance any other purpose related to carrying out its rights and responsibilities under the concession agreement executed with the Power Sector Assets and Liabilities Management Corporation and the National Transmission Corporation. Partners Mia G Gentugaya and Vicente D Gerochi IV led the transaction. Walkers has acted as British Virgin Islands counsel to CITIC Securities Company Ltd in respect of the issuance of US$800 million 2.5 percent credit enhanced bonds due 2018 issued by CITIC Securities International Company Ltd, a wholly-owned subsidiary of CITIC Securities Company Ltd. Partner Kristen Kwok led the transaction. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised Pacific Global Ventures Sdn Bhd in respect of the disposal of an equity stake in Mamee Double-Decker Sdn Bhd to Headland Capital Partners Ltd, a Hong Kong based private equity firm. Established by the Pang family in 1971, Mamee is Malaysia’s largest domestic food and beverage maker with a domestic market share of more than 30 percent. Headland Capital Partners Ltd, formerly HSBC Private Equity (Asia) Ltd, has been advising private equity and venture capital funds since 1989. Partner Munir Abdul Aziz led the transaction. Allen & Gledhill and Rahmat Lim & Partners advised Sea8 Ltd. WongPartnership is advising Temasek Holdings (Private) Ltd in respect of its setting up of an investment unit, Pavilion Energy Pte Ltd, to focus on liquefied natural gas. Partners Ng Wai King, Mark Choy, Ammera Ashraf and Tay Peng Cheng advised on the matter. WongPartnership is also acting for OPENNET Pte Ltd in respect of an application for judicial review against The Infocomm Development Authority of Singapore (IDA) in relation to various decisions by the IDA arising from the construction and rollout of the Next Generation Nationwide Broadband Network, a S$750 million (US$610.86m) Singapore government funded intelligent nation 2015 master plan project for a nationwide fibre network. Partners Tan Chee Meng and Melvin Lum acted on the matter. |
Deals – 2 May 2013
Allen & Gledhill has advised DBS Bank Ltd and Standard Chartered Bank (SCB), as arrangers and dealers, in respect of CWT Ltd’s amendment of its existing S$500 million (US$405.7m) multicurrency medium term note programme, under which CWT may from time to time issue notes and perpetual securities. DBS is the issuing and paying agent, agent bank, transfer agent and registrar under the amended programme. Under the programme, CWT has completed an inaugural issue of S$100 million (US$81m) 3.9 percent notes due 2019. DBS and SCB were the joint lead managers and book-runners of the inaugural issue. Partners Au Huey Ling and Ong Kangxin led the transaction.
Allen & Gledhill has also advised AIMS AMP Capital Industrial REIT Management Ltd, as manager of AIMSAMPIREIT, in respect of a private placement of 68.75 million new units to raise gross proceeds of approximately S$110 million (US$89.25m). Partners Jerry Koh and Chua Bor Jern led the transaction. WongPartnership, led by partners Rachel Eng and Karen Yeoh, acted for Standard Chartered Securities (Singapore) Pte Ltd, Macquarie Capital Securities (Singapore) Pte Ltd and Religare Capital Markets (Singapore) Pte Ltd as the joint book-runners and underwriters. AZB & Partners is advising Airtel Uganda Ltd in respect of its acquisition of 100 percent of the shareholding of Warid Telecom Uganda Ltd from the selling shareholders. Partner Gautam Saha is leading the transaction which was signed on 23 April 2013 and is yet to be completed. Baker & McKenzie is advising Wheelock Properties Ltd in respect of its HK$4.5 billion (US$580m) sale of the West Tower at One Bay East, Kowloon East to Manulife (International) Ltd. The deal is considered as the largest single office tower sale and purchase transaction in Kowloon to date and is also the second highest price on record for a whole office tower in Hong Kong. Developed by Wheelock, One Bay East at 83 Hoi Bun Road, Kowloon East is a new premium grade-A office twin tower development with 21 storeys and a total gross floor area of approximately 1 million sq ft. The development is expected to be completed by the end of 2015. The West Tower with an approximately 512,000 sq ft floor area has been acquired by Manulife to serve as the headquarters for its Hong Kong operation. Partner Edmond Chan is leading the transaction. Clayton Utz is advising ASX-listed integrated waste management and industrial service company Tox Free Solutions Ltd in respect of its acquisition of the assets and business of Wanless Enviro Services Pty Ltd, Smart Skip Pty Ltd and Jones Enviro Services Pty Ltd, and certain of the assets of Wanless Enviro Asset Management Pty Ltd. The acquisition, which was announced on 30 April 2013, is for a total cash consideration of A$85 million (US$87.44m). The firm is also advising Tox Free in respect of its A$43 million (US$44.23m) institutional placement and share purchase plan to partly fund the acquisition. Partner Mark Paganin is leading the transaction. DLA Piper has advised Etihad Airways in respect of its investment of US$379 million in a 24 percent stake in Jet Airways as part of an extensive strategic alliance between the two airlines. This is the first investment by a foreign airline in an Indian airline since the Indian government liberalised its rules for the Indian aviation sector in September 2012. The balance of Etihad’s US$600 million overall strategic investment comprises a US$70 million purchase and leaseback of Jet Airways’ three pairs of Heathrow Airport landing and take-off slots which was announced in February and, subject to appropriate regulatory and corporate approvals, Etihad will invest US$150 million in a significant equity investment in Jet Airways’ frequent flyer program “Jet Privilege”. Partners Jon Hayes and Dr Benjamin Parameswaran led the transaction. Herbert Smith Freehills has advised The Royal Bank of Scotland plc as the lead manager, Citicorp International Ltd as trustee, transfer agent and registrar, and Citicorp Investment Bank (Singapore) Ltd as CDP lodging and paying agent, in respect of the issue of S$50 million (US$40.56m) 4.3 percent notes by Tata International Singapore Pte Ltd. The notes, which are due by 2018 and guaranteed by Tata International Ltd (TIL), were listed on the SGX-ST. TIL is the premier trading arm of the Tata Group with a presence in manufacturing and supply chain integration. Tata Group has 49 offices across more than 35 countries in Africa, Europe, Asia and the Americas. Partners Philip Lee and Alexander Aitken led the transaction. Hogan Lovells has advised Saudi-based conglomerate Al Bayan Group Holding Company in respect of its RM200 million (US$65.7m) sukuk, issued on 24 April 2013, out of its inaugural RM1 billion (US$328.68m) Sukuk Wakalah Programme – the first Malaysian ringgit sukuk programme to be established by a Saudi corporate issuer and the first issuance by a Saudi corporate issuer of Malaysian ringgit denominated sukuk in the Malaysian debt capital market to date. The landmark sukuk has been issued via ABHC Sukuk Berhad, Al Bayan’s special purpose vehicle incorporated in Malaysia. The sukuk programme is structured under the Shariah principle of Wakalah and Ijarah. Hong Leong Islamic Bank Berhad (HLISB) and HSBC Amanah Malaysia Berhad (HBMS) acted as joint principal advisers and joint lead arrangers of the sukuk programme. HLISB and HSBC also acted as joint lead managers, together with Kenanga Investment Bank Berhad and Al Hilal Bank as the manager in the UAE. Partner Imran Mufti led the transaction. J Sagar Associates has advised Export- Import Bank of India in respect of the issuance of A$200 million (US$205.8m) 5.76 percent notes due 2018 under its US$6 billion medium term note programme. The notes were issued under Regulation S of the United States Securities Act of 1933. The managers of the issue were Australia and New Zealand Banking Group Ltd Hong Kong and Deutsche Bank AG London Branch. Partner Dina Wadia led the transaction. J Sagar Associates has also advised Cargill Inc, ConAgra Foods Inc and CHS Inc in respect of their merger filing before the Competition Commission of India (CCI) for their proposed North American Joint Venture, to be known as Ardent Mills. The CCI granted unconditional approval for the proposed transaction on 23 April 2013. Partners Farhad Sorabjee and Amitabh Kumar led the transaction. K Law has advised Apalya Technologies Private Ltd, its promoters and the existing investors, namely IndoUS Venture Partners, IDG Ventures and Qualcomm, in respect of the investment by Cisco Technologies and the existing investors into Apalya, a managed service provider focused on mobile video streaming and which caters to telecom operators, handset manufacturers and content owners throughout India, Sri Lanka and Indonesia. Partner Shwetambari Rao led the transaction. Cisco Technologies was represented by Nishith Desai Associates driven by partner Vaibhav Parikh. Khaitan & Co has advised AVTEC Ltd in respect of the acquisition of minority stake of AVTEC by an affiliate of Warburg Pincus and exit of Actis from AVTEC. AVTEC Ltd, part of multi-billion dollar C K Birla Group, is one of the largest independent manufacturer of powertrains and precision engineered products in India. Partners Haigreve Khaitan and Bharat Anand led the transaction which was completed on 4 April 2013. AZB & Partners, led by partner Anil Kasturi, advised Warburg Pincus. Khaitan & Co has also advised Bush Foods Overseas Private Ltd and its promoters in respect of the approximately US$100 million sale of a majority stake to Hassad Food Company Qatar (HFC) and complete exit by Standard Chartered Private Equity from Bush Foods. HFC is owned by Qatar Investment Authority, the sovereign wealth fund of the State of Qatar. Bush Foods produces and exports packaged basmati rice under the Neesa, Himalayan Crown and Indian Star brands to more than 70 countries. Partner Rajat Mukherjee led the transaction. AZB & Partners, led by partner Varoon Chandra, advised Standard Chartered Private Equity (Mauritius) II and Standard Chartered Private Equity (Mauritius) III as the existing investors. Shearman & Sterling has advised SINA Corporation in respect of the sale of approximately 18 percent of its subsidiary Weibo Corporation to Alibaba Group for US$586 million. SINA has also granted an option to Alibaba to enable Alibaba to increase its ownership in Weibo to 30 percent in the future. The deal values Weibo at over US$3 billion. The two companies will cooperate in the area of user account connectivity, data exchange, online payment and online marketing, among other things, and will explore new business models for social commerce based on the interactions of the hundreds of millions of users on Weibo and on Alibaba’s e-commerce platforms. The strategic alliance is expected to generate up to US$380 million in advertising and social commerce services revenues in aggregate for Weibo over the next three years. NASDAQ-listed SINA is a leading online media company serving China and the global Chinese communities. Alibaba is the biggest e-commerce group in China. Partners Lee Edwards, Laurence Crouch and Richard Hsu led the transaction whilst Maples and Calder, led by partners Gareth Griffiths and Greg Knowles, acted as Cayman Islands counsel. Simmons & Simmons has advised China-Africa Investment and Development Co Ltd (CAIDC) in respect of its acquisition of a controlling stake in a gold mine project in Africa. CAIDC is a joint venture between Poly Technologies Inc and China-Africa Development Fund focusing on mining investment in Africa. At closing, CAIDC will indirectly hold 51 percent of the shares of the gold mine project company. The remaining 49 percent will be held by an Africa-focused international mining group. Partner Eric Lin spearheaded the transaction. Skadden, Arps, Slate, Meagher & Flom has represented Sinopec Corp (China Petroleum & Chemical Corporation) as the guarantor, and Sinopec Capital (2013) Ltd, a wholly owned subsidiary of Sinopec, as the issuer, in respect of a US$3.5 billion Rule 144A/Regulation S offering of senior unsecured notes. The notes were issued under four tranches: US$750 million 1.25 percent notes due 2016, US$1 billion 1.875 percent notes due 2018, US$1.25 billion 3.125 percent notes due 2023 and US$500 million 4.25 percent notes due 2043. This offering is the largest-ever US dollar bond issued by a Chinese company and the largest corporate debt offering in Asia ex-Japan in 10 years. Partners Gregory Miao, Peter Huang and Edward Lam led the transaction whilst Haiwen & Partners advised as to PRC law and Conyers Dill & Pearman advised as to BVI law. Davis Polk, led by partner James C Lin, advised the joint global coordinators comprised of Citigroup Global Markets Inc, Merrill Lynch International, UBS AG Hong Kong Branch and JP Morgan Securities plc, and the initial purchasers comprised of Citigroup Global Markets Inc, Merrill Lynch International, UBS AG Hong Kong Branch, JP Morgan Securities plc, Goldman Sachs (Asia) LLC, Morgan Stanley & Co International plc, Nomura International plc, Deutsche Bank AG Singapore Branch, Société Générale, CITIC Securities Corporate Finance (HK) Ltd, China International Capital Corporation Hong Kong Securities Ltd and The Hongkong and Shanghai Banking Corporation Ltd. Another Davis Polk team led by partner William F Barron advised Citicorp International Ltd as the trustee and Citibank NA London Branch as the paying agent and registrar. Sullivan & Cromwell is representing AXA (France) in respect of its €485 million (US$640m) acquisition of 50 percent of Tian Ping (China), a Chinese property and casualty insurance company with strong direct capabilities. Partners Chun Wei and Gwen Wong are leading the transaction which was announced on 24 April 2013. Tay & Partners is acting for Kuok Group and PPB Group in respect of a 70:30 joint venture with Khazanah Nasional Bhd and acted for the joint venture company Southern Marina Development Sdn Bhd in respect of the acquisition of two parcels of prime land located in Puteri Harbour, Bandar Nusajaya for RM182 million (US$59.8m) from UEM Land Holdings Bhd which will be developed into a mix of high-rise residential and retail/commercial units with a view of the private marina and the Straits of Johor. Partner Chang Hong Yun is leading the transaction. Tay & Partners is also representing White Horse Bhd, a public company listed on the Main Market of Bursa Malaysia Securities Berhad, in respect of its proposed acquisition of 100 percent equity interest in a company in Vietnam at a cash consideration of US$21 million from White Horse Investment (S) Pte Ltd. The sale and purchase agreement has been signed by the parties on 3 April 2013 and it is expected to complete by the fourth quarter of 2013. Partner Tay Beng Chai is leading the transaction. Weerawong, Chinnavat & Peangpanor Ltd has represented The Erawan Group, The Siam Commercial Bank and SCB Asset Management in respect of the IPO and listing of investment units in Erawan Hotel Growth Property Fund (ERWPF) on the Stock Exchange of Thailand. The transaction closed on 4 April 2013 and was valued at approximately US$63.2 million. The ERWPF invested on a freehold right basis in the Ibis Patong Hotel in Phuket and the Ibis Pattaya Hotel in Chonburi, Thailand. Both hotels have guest capacity in excess of 250 rooms. The Siam Commercial Bank acted as underwriter for the transaction which consisted of an offering of 176 million investment units. SCB Asset Management acted as fund manager. Partner Kudun Sukhumananda led the transaction. Wong & Partners, the Malaysian member firm of Baker & McKenzie, has advised CIG Berhad, a wholly-owned subsidiary of CIMB Group Holdings Berhad (CIMB), in respect of its conduct of an auction sale of CIMB’s majority equity interests in CIMB Aviva Assurance Berhad (CIMB Aviva Life) and CIMB Aviva Takaful Berhad (CIMB Aviva Takaful). The transaction involved a RM1.11 billion (US$364.8m) disposal by CIMB of its equity interest in each of CIMB Aviva Life and CIMB Aviva Takaful to Renggis Ventures Sdn Bhd, a wholly-owned subsidiary of Khazanah Nasional Berhad. The auction sale led to the simultaneous sale of equity interests in each of CIMB Aviva Life and CIMB Aviva Takaful held by CIMB and its joint venture partner, Aviva International Holdings Ltd (Aviva), to Khazanah and Sun Life Assurance Company of Canada, respectively. The deal also involved the negotiation of a new Bancassurance Agreement entered into between CIMB Bank Berhad and each of CIMB Aviva Life and CIMB Aviva Takaful. Partner Andre Gan led the transaction. WongPartnership has acted for China Vanke Co Ltd (Vanke) in respect of its strategic alliance with Keppel Land Ltd on the co-development of property projects in Singapore and the PRC; and the acquisition by Wkdeveloper sig I Private Ltd (Vanke’s wholly-owned subsidiary) of a 30 percent stake in Sherwood Development Pte Ltd from Keppel Land Ltd for approximately S$135.5 million (US$110m). Sherwood was awarded a 3.2- hectare residential site along Tanah Merah, Singapore by the Urban Redevelopment Authority in October 2012 and plans to develop a 726-unit condominium project on the site. Partners Ng Wai King, Kenneth Leong, Dorothy Marine Ng and Serene Soh piloted the transaction. |