Allen & Gledhill has advised Credit Suisse (Singapore) Ltd and Standard Chartered Bank as the arrangers in respect of a S$800 million (US$648m) multicurrency medium term note programme established by Biosensors Investment (Singapore) Pte Ltd and also advised Bank of New York Mellon Singapore Branch as the issuing and paying agent, the agent bank and the trustee of the holders of notes to be issued under the programme. Biosensors issued S$300 million (US$243m) 4.875 percent notes due 2017 under the programme. Partners Au Huey Ling and Ong Kangxin acted for the arrangers whilst partner Glenn David Foo acted for the issuing and paying agent, the agent bank and the trustee. WongPartnership, led by partner Hui Choon Yuen, acted for Biosensors International Group Ltd.
Appleby has acted as British Virgin Islands counsel for Fosun International Ltd in respect of a guaranteed notes issuance of US$1billion issued by its indirect subsidiary Sparkle Assets Ltd which will issue US$400 million 6.875 percent notes due on 30 January 2020, payable semi-annually in arrears and guaranteed by Fosun International and some of its subsidiaries. Sparkle Assets is a special purpose vehicle wholly owned by China Alliance Properties Ltd, a subsidiary of Fosun International. The notes are being offered and sold to non-US persons in reliance on Regulation S. Partner Jeffrey Kirk led the transaction whilst Sidley Austin acted as US federal and New York state law and Hong Kong law counsel and Chen & Co Law Firm acted as PRC law counsel. Davis Polk & Wardwell and Grandall Legal Group acted as counsel for the initial purchasers. Ashurst has advised Trauson Holdings Company Ltd in respect of its proposed public takeover by Stryker Corporation for a total cash consideration of approximately HK$5.9 billion (US$761m). Stryker’s offer price of HK$7.50 per share (US$0.97) represents a 66.7 percent premium to the closing price of HK$4.50 (US$0.58) on the last full trading date on 7 January 2013. Trauson is a leading producer of orthopaedic products in China whilst Stryker is one of the world’s leading medical technology companies. Partner Lina Lee, assisted by partner Robert Ogilvy Watson, led the transaction. Sullivan & Cromwell acted for Stryker. AZB & Partners has advised the Burman Family in respect of its acquisition of approximately INR500 million (US$9m) in DMI Finance Private Ltd through subscription of equity shares, compulsory convertible preference shares and compulsorily convertible debentures. Partner Hardeep Sachdeva led the transaction which was signed on 7 January 2013 and is yet to be completed. Amicus Advocates & Solicitors also advised on the deal. AZB & Partners has also advised Vista Equity Partners in respect of its acquisition of the trade and risk management business of Thomson Reuters India Private Ltd. Partner Yashwant Mathur led the transaction which is to be completed on 31 January 2013. Baker & McKenzie has advised Cheung Kong (Holdings) Ltd and its wholly-owned subsidiary Cheung Kong Bond Securities (03) Ltd (CKBS) in respect of CKBS’s issue and offering of US$500 million 5.375 percent US dollar denominated guaranteed senior perpetual securities guaranteed by Cheung Kong (Holdings) Ltd and listed on the HKSE. The securities are perpetuals with no fixed redemption date and carry coupon deferral features. Barclays and BofA Merrill Lynch acted as the lead managers and book-runners. Partners Milton Cheng and Andrew Lockhart led the transaction. Clifford Chance acted for the arrangers. Baker & McKenzie has also represented Thai Oil Public Company Ltd (TOP) in respect of its offering of US$1 billion dual-tranche senior unsecured fixed-rate notes to foreign institutional investors in accordance with Rule 144A and Regulation S. The notes, which will be listed on the SGX-ST, were jointly underwritten by Barclays, HSBC and Standard Chartered Bank as joint book-runners and joint lead managers. TOP, a part of the PTT group, is a refining and petrochemical company with the largest single-site refinery in Thailand. The PTT group is one of the most profitable companies in Thailand and the only Thai company to be ranked on the Fortune Global 500 2012 list. Partner Viroj Piyawattanametha led the transaction whilst Latham & Watkins advised on US laws. Allen & Overy, led by partner James Grandolfo who was assisted by partner Suparerk Auychai, advised the underwriters, composed of Barclays Plc, the Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank, on Thai and US laws. Clifford Chance has advised China-ASEAN Investment Cooperation Fund in respect of its equity investment in offshore holding company International Communication Media Company Ltd (ICMC), with a view to ICMC establishing a joint venture with Supreme Cambo Investment Group Co Ltd to invest, build, and deploy the infrastructure for a nation-wide digital television network and to provide digital television services and other digital communication services thereon in Cambodia. The other two co-investors in ICMC are Shenzhen Coship Electronics Co Ltd and Main Global Holdings Ltd. Partner Neeraj Budhwani led the deal transaction. Davis Polk has advised Citigroup Global Markets Ltd, Standard Chartered Bank and UBS AG Singapore Branch as initial purchasers in respect of the US$500 million Rule 144A/Regulation S offering by Indo Energy Finance II BV, a wholly owned subsidiary of PT Indika Energy Tbk, of its 6.375 percent high-yield notes due 2023. Indika Energy is one of Indonesia’s leading integrated energy groups, with a portfolio of businesses spanning energy resources, services and infrastructure sectors. Partners William F Barron and John D Paton led the transaction whilst Assegaf Hamzah & Partners advised as to Indonesian law. Indika Energy was advised by Mayer Brown JSM as to US law, Melli Darsa & Co as to Indonesian law, Allen & Overy as to Dutch law, WongPartnership as to Singapore law, Conyers Dill & Pearman as to British Virgin Islands law and PB Tax and as to Indonesian tax law. Davis Polk has also advised Merrill Lynch International and Citigroup Global Markets Ltd as initial purchasers in respect of a US$250 million Regulation S offering by Fantasia Holdings Group Co Ltd of its 10.75 percent senior notes due 2020. Fantasia is a leading property developer and property related service provider in China. Partners Eugene C Gregor and John D Paton led the transaction whilst Commerce and Finance Law Offices advised as to PRC law. Fantasia was advised by Sidley Austin as to US and Hong Kong law, King & Wood Mallesons as to PRC law and Conyers Dill & Pearman as to British Virgin Islands and Cayman Islands law. Harry Elias Partnership has acted for SGX-listed Nam Cheong Ltd in respect of a recent placement exercise to raise capital of approximately S$48 million (US$38.8m) under the terms of a conditional placement agreement entered into on 10 January 2013. Up to 190 million placement shares were involved, with 190 million borrowed from six lenders under the terms of the said placement agreement. The placement and subscription agreements were signed thereafter the market closure on 10 January 2013. Proceeds will be used to finance shipbuilding projects, vessel chartering business, refinance existing borrowings and for general corporate purposes. Nam Cheong is a leading global offshore marine group specialising in the construction of offshore support vessels (OSV) and the largest OSV shipbuilder in Malaysia. Khaitan & Co has advised Magnon Solutions Private Ltd and its promoter Vineet Bajpai in respect of the sale of Magnon Solutions to TBWA Singapore Pte Ltd Singapore. Magnon Solutions is one of India’s largest digital agencies with full-service offices in Delhi and Mumbai, 150 professionals and marquee clients across five continents. The company is ranked in the top 25 internet companies of India. Partner Rajat Mukherjee acted on the transaction. Khaitan & Co has also advised Axis Bank Ltd in respect of the extension of financial assistance to Eurotas Infrastructure Ltd, by way of a rupee term loan facility of INR290 crores (US$54.5m), for setting up a cement production unit at Sinnar, Nasik, Maharashtra. Axis Bank is one of India’s largest private sector banks. Partner Shishir Mehta acted on the transaction. Maples and Calder has acted as Cayman Islands counsel to Metropolitan Light International Ltd in respect of its issue of US$450 million 5.25 percent notes due 2018. The notes, listed on the SGX, have been guaranteed by Metropolitan Light Company Ltd and Hong Kong Broadband Network Ltd. JP Morgan, Standard Chartered Bank and UBS acted as joint book-runners and lead managers. Citicorp International Ltd acted as trustee. Partner Greg Knowles led the transaction. Latham & Watkins acted as English and Hong Kong counsel to the issuer and guarantors whilst Sidley Austin acted as English counsel to the managers. Mayer Brown has advised China International Marine Containers (Hong Kong) Ltd (CIMC), part of the largest container manufacturing group in the world, in respect of the establishment of a US$600 million US commercial paper program supported by a letter of credit from Bank of China New York Branch. The transaction marks one of the first letter of credit backed US commercial paper programs by an Asian issuer. Bank of America Merrill Lynch acted as structuring advisor and arranger. Partner David Bakst, assisted by partners Ben Sandstad, Jason Bazar and David Sahr, led the transaction. Paul Hastings has represented the managers, led by Samsung Securities (Asia) Ltd, in respect of Hanwha SolarOne Hong Kong Ltd’s issuance of US$100 million offshore floating rate notes. The notes, issued outside the United States, are guaranteed by Hanwha Chemical Corporation and are due in 2016. Hanwha SolarOne Hong Kong Ltd is a wholly-owned subsidiary of Hanwha SolarOne Co Ltd, a vertically integrated manufacturer of silicon ingots, wafers and photovoltaic cells and modules in China. The proceeds from the issuance will be used for general working capital purposes. The transaction is notable, as the notes are US$-denominated, issued by a Hong Kong issuer, and guaranteed by its indirect Korean parent company. Dong Chul Kim led the transaction. Paul Hastings has also represented HKSE-listed China SCE Property Holdings Ltd, a leading property developer based in China’s Fujian province, in respect of its issuance of additional senior notes in the amount of US$150 million. The additional notes will be consolidated and form a single class with the US$200 million senior notes due 2017 issued by China SCE on 14 November 2012. The net proceeds are expected to be used to finance new and existing projects and for general corporate purposes. Partners Raymond Li, Vivian Lam and David Grimm led the transaction whilst Jingtian & Gongcheng Attorneys advised as to PRC law and Maples and Calder advised as to British Virgin Islands and Cayman Islands law. Davis Polk, led by partners William F Barron and John D Paton, advised Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and ICBC International Securities Ltd as the joint lead managers, joint book-runners and initial purchasers, whilst King & Wood Mallesons advised as to PRC law. Rajah & Tann has advised SGX-ST listed ABR Holdings Ltd in respect of an S$8 million (US$6.47m) joint venture with Palate Group Pte Ltd for the establishment of All Best Foods Pte Ltd to develop, franchise, operate and manage well-known food and beverage brands of ABR, such as Gloria Jean’s, Tip Top Curry Puffs, Yogen Früz, Swensen’s Ice Cream and Oishi Japanese Pizza. The joint venture with Palate Group, which has considerable industry knowledge, experience, expertise and track record in developing, managing and operating food and beverage brands, is expected to benefit and strengthen the ABR group’s businesses in this regard. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 28 January 2013 and is ongoing, subject to satisfaction of conditions precedent, to be satisfied within a month of execution of the joint venture agreement. Opal Lawyers advised Palate Group. Shook Lin & Bok has acted as solicitors for SGX-listed Sinobest Technology Holdings Ltd in respect of a reverse takeover involving the acquisition of OKH Holdings Pte Ltd, a company involved primarily in the business of property development, construction and the provision of services as a specialist contractor, for a consideration of S$108 million (US$87.44m). Partner Gwendolyn Gn led the transaction. Stamford Law is advising in respect of the S$396 million (US$320.7m) reverse takeover of ChiwayLand Group (Singapore) Pte Ltd by mainboard-listed R H Energy Ltd. The ChiwayLand Group is a property developer involved in the development, project management and sale of residential and commercial properties in the Yangtze River Delta region of the People’s Republic of China. The proposed transaction will also involve the disposal of R H Energy’s existing business to its controlling shareholder for up to S$25 million (US$20.25m). Bernard Lui, Lim Swee Yong and Low Wee Siong are leading the transaction. Watson, Farley & Williams’ Singapore office has advised BGCM Partnership in respect of the sale of a substantial part of its managed marine cargo container fleet to Seaborne Intermodal, a subsidiary of US private equity firm Lindsay Goldberg, for approximately US$408 million. The disposal comes as BGCM Partnership, an unlimited partnership registered in Singapore, exits its investments to return funds to its investors. Owing to existing management arrangements, it was imperative to close the deal on 31 December 2012. Partner Damian Adams led the transaction. WongPartnership has acted for (i) Guthrie GTS Ltd in respect of the establishment of the S$500 million (US$404.88m) multicurrency medium term note programme (MTN Programme) and issue of S$125 million (US$101.22m) 3.7 percent fixed rate notes due 2018 pursuant to the MTN Programme, (ii) Oversea-Chinese Banking Corporation Ltd (OCBC Bank), the sole arranger and dealer of the MTN Programme and sole lead manager and sole book-runner for the issue of the notes, and (iii) British Malayan Trustees Ltd, who acted as trustee, issuing and paying agent and calculation agent for the MTN Programme and for the issue of the notes. Partners Hui Choon Yuen and Goh Gin Nee acted for OCBC Bank and British Malayan Trustees Ltd whilst partner Colin Ong acted for Guthrie GTS Ltd. |
Deals – 31 January 2013
Deals – 24 January 2013
Allen & Gledhill has advised Welspun Corp Ltd in respect of its tender offer to repurchase its outstanding US$150 million 4.5 percent convertible bonds due 2014. Partner Bernie Lee led the transaction.
Allen & Gledhill has also advised Universal Storage Ptd Ltd and its financial advisor, Abacus Capital International Ltd, in respect of the acquisition of Extra Space Singapore Pte Ltd, Singapore’s leading self-storage operator. Partners Hoo Sheau Farn and Chiam Tao Koon led the transaction. Allens and Linklaters have advised Brambles Ltd in respect of the acquisition of CEVA Logistics’ intermediate bulk container business, Pallecon, in a deal worth €135 million (US$177 million). Pallecon, which operates across Western Europe, Australia, New Zealand and Japan, provides intermediate bulk container solutions for the transportation of liquids in the food, cosmetic and chemical industries. The sale and purchase agreement was signed on 16 December 2012 and, following the satisfaction of customary conditions precedent, the transaction closed on 2 January 2013. Brambles funded the acquisition from existing bank borrowing facilities. Partner Vijay Cugati led the Allens team on the transaction whilst partner James Inglis piloted the Linklaters team. Ashurst, Morgan Lewis and Wachtell, Lipton, Rosen & Katz also advised on the transaction. Amicus, Advocates & Solicitors has advised non-banking financial company DMI Finance Pvt Ltd in respect of a strategic investment made into the company by the Burman Family, promoters of leading consumer goods company Dabur India Ltd. Partner Shivi Agarwal led the transaction. AZB & Partners has advised Network International LLC in respect of the acquisition of a majority stake of the share capital of TimesofMoney Ltd through a secondary purchase of equity shares from Times Internet Ltd, a Times Group company. Partner Kalpana Merchant led the transaction which was completed on 30 October 2012. Baker & McKenzie is advising Regal Real Estate Investment Trust (Regal REIT), thru the REIT manager Regal Portfolio Management Ltd, in respect of the establishment of its US$1 billion medium term note programme. The issuer is a special purpose vehicle wholly-owned and controlled by Regal REIT. Australia and New Zealand Banking Group Ltd, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc and UBS AG Hong Kong Branch are the arrangers for the note programme. Partners Milton Cheng and Andrew Lockhart led the transaction. Cadwalader, Wickersham & Taft and Joseph PC Lee & Associates have advised Wison Engineering Services Co Ltd as to US and Hong Kong law in respect of the completion of its IPO and listing on the HKSE. Joseph Lee and David Neuville led the transaction which closed on 28 December 2012 and raised approximately HK$1.67 billion (US$216m). The underwriters’ overallotment option was partially exercised and closed on 22 January 2013, bringing the total amount of funds raised to approximately HK$1.85 billion (US$240m). Clayton Utz has advised Bosch Australia, the local subsidiary of German auto-parts and engineering firm Robert Bosch GmbH, in respect of its acquisition of SPX Australia, which was part of the SPX Service Solutions division of NYSE listed SPX Corporation, which was part of Robert Bosch’s global acquisition for approximately US$1.15 billion. Partner Andrew Walker spearheaded the transaction. Davis Polk has advised UBS AG Hong Kong Branch and Industrial and Commercial Bank of China (Asia) Ltd as initial purchasers in respect of the US$300 million Regulation S offering by Hopson Development Holdings Ltd, one of China’s largest property developers, of its 9.875 percent high-yield notes due 2018. Partner William F Barron led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Hopson was advised by Latham & Watkins as to US law, Minter Ellison as to Hong Kong law, Han Kun Law Offices as to PRC law, MJM Ltd as to Bermudan law, Maples and Calder as to British Virgin Islands law and Drake & Co as to Samoan law. Harneys is acting as BVI and Cayman counsel for Kaisa Property Group in respect of its issue of US$500 million senior notes listed on the SGX-ST. HKSE-listed Kaisa is an investment holding company which operates as an integrated property development company in the PRC. The company focuses on urban property development and operation and currently owns 60 projects spanning across 24 cities throughout China. Property is held through a Cayman company with numerous BVI and Hong Kong subsidiaries. Kaisa intends to use over 90 percent of the net proceeds to refinance its existing offshore debt in full and the remainder for general corporate purposes. Citi, Credit Suisse and JP Morgan are acting as joint global coordinators with Citi, Credit Suisse, JP Morgan and UBS as joint lead managers and joint book-runners. Partner Russell Willings is leading the transaction whilst Sidley Austin advised as to US and Hong Kong law. Harneys has also acted as BVI and Cayman counsel for Shimao Property Group in respect of its issue of US$800 million 6.625 percent senior high-yield notes due 2020 listed on the SGX-ST. The Hongkong and Shanghai Banking Corporation Ltd, Standard Chartered Bank, UBS AG Hong Kong Branch, Goldman Sachs (Asia) LLC and JP Morgan Securities plc acted as initial purchasers. HKSE-listed Shimao is a real estate developer dedicated to the development of residential, hotel, office and commercial properties with 50 large-scale, high-end projects presently under development throughout China. Property is held through a Cayman company with numerous BVI and Hong Kong subsidiaries. Shimao intends to use proceeds to refinance existing indebtedness and finance property projects. Partner Russell Willings also led the transaction whilst Sidley Austin advised as to US and Hong Kong law. Davis Polk, led by partner Eugene C Gregor and John D Paton, advised the initial purchasers whilst Commerce and Finance Law Offices advised as to Chinese law. J Sagar Associates has advised Export-Import Bank of India in respect of the issuance of US$750 million 4 percent notes due 2023 under its US$6 billion medium term note programme. The notes were issued under Regulation S of the US Securities Act of 1933. The managers involved in this issuance were Citigroup Global Markets Ltd London and Standard Chartered Bank Singapore. Partner Dina Wadia led the transaction. Jones Day has advised Godrej Netherlands BV, a subsidiary of Godrej Consumer Products Ltd (GCPL), in respect of the £9 million (US$14.26m) financing for the acquisition of the “Soft & Gentle” brand by Keyline Brands Ltd, GCPL’s subsidiary, from Colgate Palmolive. Partner Sushma Jobanputra guided the transaction. Loyens & Loeff advised GCPL as to Netherlands law whilst the arranger and the agent were advised by Linklaters on England and Wales and Netherlands laws and Talwar Thakore & Associates on India law. Khaitan & Co has advised Sephora SA France in respect of the establishment of the franchise arrangement between Sephora and GLB Body Care Private Ltd, part of the Genesis Group. Sephora is a French brand and chain of cosmetics stores founded in Paris in 1970 and acquired by French conglomerate LVMH (Louis Vuitton and Moet Hennessy) in 1997. Director Ketan Kothari acted on the transaction. Khaitan & Co has also advised Dosch Pharmaceuticals Private Ltd in respect of the sale of its animal health division to Sanofi Synthelabo (India) Ltd for creating a market entry for Merial (Animal Health division of Sanofi) in India. Headquartered in Mumbai, India, Dosch was incorporated in 1992 and is a diversified pharmaceutical company primarily operating through two divisions, namely animal health and exports. Partner Anand Mehta led the transaction with assistance from partner Sanjay Sanghvi and executive directors Daksha Baxi and Nihal Kothari. Latham & Watkins has represented Australia and New Zealand Banking Group Ltd, Standard Chartered Bank and The Hongkong and Shanghai Banking Corporation Ltd as lead managers in respect of ICICI Bank Ltd’s S$225 million (US$183.4m) senior unsecured notes offering. The notes, which are due in 2020, have a coupon of 3.65 percent and are issued under ICICI Bank Ltd’s US$5 billion global medium term note program. Partner Min Yee Ng led the transaction. Maples and Calder has acted as Cayman Islands counsel to BNY Mellon Asset Management Ltd in respect of the establishment of BNY Mellon Emerging Corporate Bond Fund, a series trust of Mellon Offshore Funds. The investment objective of the fund is to pursue stable income generation and long-term capital appreciation by investing mainly in the global emerging market corporate debt asset class. Partner Spencer Privett led the transaction whilst Mori Hamada & Matsumoto advised on Japanese law. Mayer Brown JSM has advised CITIC Telecom International Holdings Ltd, a leading international telecoms services provider in Asia, in respect of the acquisition of a 79 percent stake in Companhia de Telecomunicacoes de Macau SARL (CTM) from UK-based Cable & Wireless Communications Plc and Portugal Telecom. The acquisition has a total cash consideration of over US$1.1 billion and is subject to necessary government, regulatory and shareholder approval. When completed, CITIC Telecom will have increased its shareholding in CTM from 20 percent to 99 percent. Partner Jeckle Chiu led the transaction. Milbank, Tweed, Hadley & McCloy has represented the 13 underwriters in respect of the US$760 million Indian IPO of Bharti Infratel, the telecommunications tower subsidiary of Bharti Artel, one of India’s largest telecommunications companies. The offering included international Rule 144A and Regulation S tranches. The deal, which closed late December 2012, involved complex issues of US and Indian securities law arising from Bharti Infratel’s interests in Indus Towers, a telecommunications tower company formed through a joint venture which included Bharti Infratel, Vodafone Essar Ltd and Idea Cellular Ltd. The deal was underwritten by 13 banks, with DSP Merrill Lynch Ltd, JP Morgan India Private Ltd, Standard Chartered Securities (India) Ltd and UBS Securities India Private Ltd as global coordinators and book-running lead managers. Other underwriters represented by the firm included book-running lead managers Barclays Securities (India) Private Ltd, Deutsche Equities India Private Ltd, Enam Securities Private Ltd, HSBC Securities and Capital Markets (India) Private Ltd and Kotak Mahindra Capital Company Ltd and co-book running lead managers BNP Paribas, DBS Bank Ltd, HDFC Bank Ltd and ICICI Securities Ltd. Partner Naomi Ishikawa led the transaction which is considered the biggest Indian IPO since 2010 and the first in the country’s telecommunications tower sector. Morrison & Foerster has represented Golden Wheel Tiandi in respect of the first major Hong Kong IPO in 2013, raising HK$756 million (US$97.5m). Golden Wheel is an integrated commercial and residential property developer, owner and operator in China. It focuses on developing projects in Jiangsu and Hunan provinces that are physically connected or in close proximity to metro stations or other transportation hubs. Proceeds from the IPO and Regulation S offering will mainly be used to finance its projects under development and the potential development projects. Partners Ven Tan, John Moore and Melody He-Chen led the transaction. Morrison & Foerster has also represented CCB International Capital Ltd, as the sole global coordinator, sole sponsor and joint book-runner, and UOB KayHian and Oriental Patron, as the joint book-runners, in respect of China Silver Group Ltd’s HK$187 million (US$24m) Hong Kong IPO and Regulation S offering which was successfully launched and completed on 28 December 2012. China Silver Group Ltd is one of the largest silver producers in China in terms of annual production volume. Proceeds from the IPO and Regulation S offering will be used to expand its production capacity. Partner Ven Tan led transaction. Rodyk & Davidson acted for SMRT Alpha Pte Ltd, a joint venture between SMRT Corporation’s investments arm and NTUC Fairprice’s subsidiary Alphaplus, in respect of its bid for the operation and management of the commercial retail space of approximately 40,800 sq m within the new Singapore Sports Hub. The role involved the negotiation and finalisation of the definitive bid documents that included the retail operator contract and a sublease of all the commercial sites within the Sports Hub and several ancillary contracts, all of which had to be drafted to align with the governing documents in the SportsHub Public-Private Partnership arrangements between the Singapore Sports Council and the SportsHub Pte Ltd. Partner Maureen Ann, supported by partner Paul Wong, helmed the transaction. Sidley Austin has acted as US law counsel for UBS as sole book-runner for Philippine conglomerate GT Capital Holdings Inc (GTCAP) in respect of the largest-ever overnight equity transaction executed out of the Philippines to date. Grand Titan Capital Holdings Inc, which is GTCAP’s controlling shareholder, was the selling entity. The final placement was more than three times oversubscribed and its completion increased GT Capital’s free float to 40 percent from 30 percent. The placement raised approximately Php10.1 billion (US$249m) for GTCAP and Php4.2 billion (US$104m) for Grand Titan. Partner Alex Lloyd led the transaction. Stamford Law is advising CLSA Singapore Pte Ltd in its capacity as the placement agent in respect of Nam Cheong Ltd’s share placement to raise net proceeds of approximately S$47 million (US$38.3m). SGX-ST listed Nam Cheong Ltd is a global offshore marine group specialising in the building of offshore support vessels. Bernard Lui and Lim Swee Yong led the transaction. Sullivan & Cromwell is representing Stryker Corporation (US), one of the world’s leading medical technology companies, in respect of its US$764 million acquisition of Trauson Holdings Company Ltd (China) through a voluntary general offer to purchase all the shares of Trauson in an “all cash” transaction which was announced on 17 January 2013. Trauson’s controlling shareholder, Luna Group, has undertaken to accept the offer by tendering 61.7 percent of Trauson’s shares. Trauson is the leading trauma manufacturer in China and a major competitor in the spine segment. Stryker and Trauson have maintained a relationship under an OEM agreement for instrumentation sets since 2007. With this acquisition, Stryker will expand its presence in a key emerging market with a product portfolio and pipeline that targets the large and fast growing value segment of the Chinese orthopaedic market. Partners Kay Ian Ng, Michael DeSombre, Gwen Wong and Garth Bray led the transaction which is expected to be completed in the first half of 2013, subject to customary closing conditions. Sullivan & Cromwell is also representing Ontario Teachers’ Pension Plan, one of Canada’s largest pension funds, in respect of its acquisition of SeaCube Container Leasing Ltd (US) for approximately US$467 million. The deal, which was announced on 18 January 2013, has been unanimously approved by the board of SeaCube and is expected to close in the first half of 2013. The deal is being led by Ontario Teachers’ Long-Term Equities group. The pension fund also plans to operate SeaCube as a standalone business operation with the current management team remaining in place. SeaCube is incorporated in Bermuda with its head office in Park Ridge, New Jersey, USA. The firm’s advisory team includes partners Alison S Ressler, Rita-Anne O’Neill, David C Spitzer and Matthew M Friestedt. SyCip Salazar Hernandez & Gatmaitan has acted as Philippine counsel to OceanaGold Corporation in respect of its US$225 million corporate refinancing facilities funded by a multinational banking syndicate composed of Citibank NA, BNP Paribas, HSBC, Barclays Bank PLC, Nedbank Capital and Investec Bank (Australia) Ltd. The New Zealand-based gold company will use the facilities for repayment of convertible bonds maturing on December 2013 and for general working capital. OceanaGold is a significant Asia Pacific gold producer with a portfolio of operating, development and exploration assets. Its assets are located on the South Island of New Zealand, including one of the largest gold mines there, and in northern Philippines. Partner Hector M de Leon Jr led the transaction. SyCip Salazar Hernandez & Gatmaitan has also acted as Philippine counsel to Red 5 Ltd and Greenstone Resources Corporation in respect of an US$8 million senior secured facility obtained from Sprott Resource Lending Partnership. The single drawdown facility is non-revolving and may be repaid at any time within 2013 without incurring early payment penalties. The proceeds of the loan will be used for the Siana gold project in Surigao, Philippines. The project’s first gold poured on 3 February 2012 while commercial production (defined as 60 percent of the initial nameplate capacity of 750,000 tonnes per annum) was declared on 16 April 2012. Partner Hector M de Leon Jr also led the transaction. WongPartnership is acting for WBL Corporation Ltd in respect of the mandatory conditional offer by The Straits Trading Company Ltd to acquire all the issued ordinary stock units in the capital of WBL other than those already owned, controlled or agreed to be acquired by The Straits and parties acting in concert with it. Partners Ng Wai King and Chan Sing Yee led the transaction. WongPartnership has also acted as international counsel to Ananda Development Public Company Ltd in respect of an IPO under Regulation S and its listing on the Stock Exchange of Thailand to raise approximately S$182.2 million (US$148.5m). Partners Gail Ong and Karen Yeoh helmed the transaction. |
Deals – 17 January 2013
Allen & Gledhill has advised The Minor Food Group Plc in respect of the RMB155 million (US$25m) acquisition by MFG International Holding (SINGAPORE) Pte Ltd of a 49 percent interest in a joint venture company which owns the Beijing Riverside & Courtyard business. Partners Leon Ng and Ellis Tang led the transaction.
Amarchand & Mangaldas & Suresh A Shroff & Co has advised GSPC Distribution Networks Ltd (GDNL) in respect of the merger control filing with the Competition Commission of India (CCI) on the acquisition of 65.12 percent of the total issued equity share capital of Gujarat Gas Company Ltd (GGCL) by GDNL from BG Asia Pacific Holdings Pte Ltd (BGAPHL) pursuant to a share purchase agreement (SPA) executed on 3 October 2012. The proposed transaction envisaged an open offer by GDNL under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and it pertains to the natural gas sector in India which is governed by the Petroleum and Natural Gas Regulatory Board Act 2006 (PNGRB Act). GDNL, the acquirer, was required to provide an undertaking stating that it will review the contracts entered into between GGCL and its customers to ensure that such contracts are in compliance with the provisions of the Competition Act 2002 and the PNGRB Act. GDNL is required to submit a compliance report within six months post the consummation of the proposed transaction. Partners Cyril Shroff and Nisha Kaur Uberoi led the transaction which is the first Form II merger notification filed before the CCI as well as the first instance of a natural monopoly being evaluated by the CCI. Appleby has acted as Bermuda counsel for Peak Reinsurance Holdings Ltd (Peak Re) and International Finance Corporation (IFC) in respect of the issuance of shares in Peak Re to IFC and Spinel Investments Ltd of approximately US$550 million. Peak Re’s Hong Kong subsidiary Peak Reinsurance Company Ltd is aiming initially to capture the growing demand for reinsurance in the Asia-Pacific region and has planned to service markets in the region. Peak Re has an issued capital of US$550 million, with Fosun International contributing US$468 million as the founding shareholder and IFC putting in an equity investment of US$82 million. Fosun International is a major investment group with a focus on China whilst IFC is the investment arm of the World Bank Group. Partner Judy Lee acted for Peak Reinsurance and partner Jeffrey Kirk headed the team acting for IFC. DLA Piper acted as counsel for Peak Reinsurance whilst Clifford Chance acted as counsel for IFC. Clayton Utz is advising leading private equity firm Ironbridge Capital in respect of the NZ$501 million (US$421.25m) sale of EnviroWaste Services Ltd to HKSE-listed Cheung Kong Infrastructure Holdings Ltd. The firm, together with New Zealand firm Webb Henderson, advised funds advised and managed by Ironbridge on the sale, which is subject to a number of conditions. David Stammers is leading the transaction. Clyde & Co, in association with Abdulaziz Al-Bosaily Law Office, has advised Saudi Hollandi Capital as underwriter in respect of the SAR87 million (US$23.2m) rights issue by Anaam International Holding Group. Tadawul-listed Anaam offered 8.7 million common shares to raise capital by 79.82 percent from SAR109 million (US$29m) to SAR196 million (US$52.27m). Proceeds will be used in financing the company’s future plans. Partners Abdulaziz A Al-Bosaily and Philip O’Riordan led the transaction. Clyde & Co, in association with Abdulaziz Al-Bosaily Law Office, has also advised Northern Region Cement Company (NRC) in respect of its IPO of 90 million shares at SAR10 (US$2.67) a share. The IPO represents 50 percent of the company’s share capital at an aggregate offer price of SAR900 million (US$240m). NRC is a Saudi joint stock company headquartered in Arar in the northern region of Saudi Arabia. The company’s main business is the production of ordinary portland cement and sulphate resistant cement together with the trading of cement both inside and outside the Kingdom. The proceeds from the offering will, amongst other things, finance the expansion of the company’s existing cement plant. Partners Abdulaziz Albosaily and Philip O’Riordan also led the transaction which is one of the first IPOs of 2013. Herbert Smith Freehills has advised China Agri-Industries Holdings Ltd (China Agri), a leading agribusiness and food processing company in China, in respect of an approximately HK$4.1 billion (US$526m) rights issue. HKSE-listed China Agri is a member of the COFCO Group, the largest supplier of diversified products and services in the agricultural products and food industry in China. China Agri takes the lead position in China for processing oilseeds, biofuel and biochemical, rice trading, wheat as well as brewing materials in China. Partner Tom Chau led the transaction. Jones Day has advised Asian Plantations Ltd in respect of the issuance of up to US$15 million convertible bonds due 2016 to OCBC Capital Investment I Pte Ltd. Asian Plantations is a Singapore incorporated company with 100 percent owned Malaysian subsidiaries that are involved in the acquisition and development of palm oil plantation land in Sarawak, Indonesia. Partner Joseph Bauerschmidt led the transaction which was completed on 9 January 2013. Khaitan & Co has represented Bialetti Industrie SpA in respect of securing a favourable decision before the Bombay High Court on a dispute with the counterparties regarding termination of a joint venture agreement between them. The counterparties contended that termination and breach amounts to oppression and mismanagement of the minority shareholders and approached the Company Law Board (CLB) for consequent reliefs. The CLB dismissed the claim under Section 8 of the Arbitration and Conciliation Act 1996 (A&C Act), since the disputes ought to be referred to arbitration. The counterparties filed an appeal under Section 10F of the Companies Act 1956 (Act). The judgment by the Bombay High Court is a landmark decision on the issue of whether the parties can appeal to the High Court against the CLB forcing parties to resort to arbitration. Partners Murali Neelakantan and Chakrapani Misra led the transaction. Khaitan & Co has also advised Airgate Holdings Ltd in respect of the acquisition of 28.3 percent stake in Asian Business Exhibition and Conferences Ltd from Q Exhibit, a wholly owned subsidiary of QInvest LLC, Qatar’s leading investment bank, for £14 million (US$22.4m). Airgate is a wholly subsidiary of ITE Group plc, a leading organiser of international trade exhibitions and conferences. Partner Bharat Anand led the transaction. Maples and Calder has acted as Cayman Islands counsel to Speedy Global Holdings Ltd in respect of its IPO and listing on the HKSE on 15 January 2013. The issuer is expecting to raise approximately HK$80 million (US$10.3m) by the issue of 150 million shares (subject to adjustment and over allotment option) in its global offering. Net proceeds will be used to expand the apparel retail business. Cinda International Capital Ltd is the sole sponsor to the global offering. The issuer is principally engaged in the provision of apparel supply chain services and the operation of apparel retail business in the PRC. Partner Christine Chang led the transaction. Li & Partners, led by partner Ernest Chung, acted as Hong Kong counsel whilst Jingtian & Gongcheng, led by partner Xusheng Zhang, acted as PRC counsel. Mayer Brown JSM has advised Hanergy Holding Group Ltd, the largest privately-owned clean-energy developer in China, in respect of its acquisition of Silicon Valley-based MiaSolé, a high-tech company that designs and manufactures solar photovoltaic cells and modules to convert sunlight into electricity. Hanergy plans to ramp up the MiaSolé factory to full capacity, retain its over 100 employees and hire additional staff. It also acquired Solibro GmbH, the solar unit of Q-Cells SE, in Germany last September. Both acquisitions will allow Hanergy to collaborate through patent sharing and significantly improve its efficiency, as it anticipates a revival of the solar industry. Partner Xiangyang Ge, Mark Uhrynuk and Paul C de Bernier led the transaction. Morrison & Foerster has advised in respect of a transforming and complex joint venture (JV) arrangement between Innovata BioMed, part of the Vectura Group, and Hong Kong-based Innovata HK Ltd which has formed a significant mainland China JV with its JV partner Tianjin KingYork Group Co Ltd, one of the leading pharmaceutical companies in China. The new company, which will be known as Tianjin Kinnovata Pharmaceutical Company Ltd, will produce new types of anti-asthma medicines and ancillary medical devices. The JV is being funded with an initial RMB60 million (US$9.6m). Over the longer term, it is planned to invest RMB1.2 billion (US$193m) in Tianjin Kinnovata Pharmaceutical Company. The new company is expected to achieve annual sales revenue of over RMB1 billion (US$160m), becoming China’s largest production base for medicines for the treatment of asthma. The production base will be located in the Tianjin Economic-Technological Development Area (TEDA). Julian Thurston, Sherry Yin and Thomas Chou led the transaction. Paul Hastings has represented Lotte Chemical Corporation (Lotte), a member company of the Lotte Group and previously known as Honam Petrochemical, in respect of a significant trade secrets litigation victory in the United States District Court for the Middle District of Alabama Northern Division. In February 2012, American Structural Needling Company, a division of Burnam Enterprises LLC, 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 concerning alleged violation of trade secret information. 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 to compel arbitration in full and stayed the litigation pending arbitration of the dispute in Korea. Jeffrey Randall, Jong Han Kim, Jeffrey Pade and Joseph Profaizer led the transaction. SyCip Salazar Hernandez & Gatmaitan has advised Maybank ATR Kim Eng Capital Partners Inc, Standard Chartered Securities (Singapore) Pte Ltd and UBS AG Hong Kong Branch as the joint lead managers in respect of the sale of the 15 percent stake of San Miguel Corporation (SMC) in San Miguel Pure Foods Co Inc (SMPF). The sale raised SMPF’s public float from 0.08 percent, exceeding the required 10 percent minimum public float. The P6 billion (US$147.35m) proceeds will be used by SMC for general corporate purposes, which include expansion and repairs of existing facilities. SMPF is SMC’s food manufacturing unit and owns popular leading brands Magnolia, Monterey, Purefoods, B-Meg, Dari Crème and Star. It also has presence in Vietnam and Indonesia through subsidiaries in San Miguel Pure Foods (VN) Co Ltd and PT San Miguel Pure Foods Indonesia. Partner Simeon Ken R Ferrer led the transaction. SyCip Salazar Hernandez & Gatmaitan has also acted as Philippine counsel to Greenstone Resources Corporation and certain affiliated companies in respect of a US$25 million prepaid gold swap facility obtained from Credit Suisse. Drawdown occurred on December 2012. The facility is repayable over a period of 30 months commencing six months after drawdown. The proceeds will be committed to the award of a second earthmoving contract, various minor capital productivity and efficiency expenditures, payment of a loan obtained from Sprott Resource Lending Partnership and general working capital. Partner Hector M de Leon Jr led the transaction. WongPartnership is acting for NTUC Income Insurance Co-operative Ltd in respect of an acquisition of the remaining 51 percent equity stake in Savu Investments Pte Ltd, an investment holding company owning a 999 year leasehold interest in 16 Collyer Quay, previously known as Hitachi Tower. Partners Dorothy Marie Ng and Low Kah Keong led the transaction. WongPartnership is also acting for Banyan Tree Holdings Ltd in respect of the sale of Angsana Velavaru, an upmarket resort which comprises 79 beachfront villas and 34 water villas in the southern part of the Maldives archipelago. Partners Tan Teck Howe and Serene Soh led the transaction. |
Deals – 10 January 2013
Abdullah Chan, along with Clifford Chance, is advising SapuraKencana Petroleum Bhd in respect of its US$2.9 billion merger with Norwegian deepwater driller Seadrill Ltd. The deal will make SapuraKencana the world’s largest operator of tender rigs, which are semi-submersible barges that support the main drilling rig in exploration fields. The company will operate 16 such rigs. This transaction is one of the largest M&A transactions in south east Asia this year. SapuraKencana is one of the world’s largest integrated oil and gas services and solutions providers based in Malaysia with operations in over 20 countries. Seadrill is a leading offshore deepwater drilling company operating a fleet including semi-submersibles, deepwater drillships, jack-ups, semi-tender rigs and tender rigs. Partner Vincent Chan is leading the transaction. Wiersholm Law Firm is acting for Seadrill.
Ali Budiardjo, Nugroho, Reksodiputro has acted for the world’s second biggest steel maker, Nippon Steel & Sumitomo Metal Corporation (NSSMC), and NSSMC’s affiliate Osaka Steel in respect of two joint venture companies with Indonesia’s largest steel maker, PT Krakatau Steel (KS). Both transactions were signed on 26 December 2012. Partner Luky Walalangi advised on the matter. Allen & Gledhill has advised Keppel Land Ltd and Keppel Land Financial Services Pte Ltd in respect of a US$3 billion multicurrency medium term note programme, under which the two companies may issue notes and/or perpetual securities. Under the programme, Keppel Land Financial Services Pte Ltd has issued US$250 million fixed rate notes due 2019. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction. Allen & Gledhill has also advised Jaiprakash Associates Ltd in respect of its issuance of US$150 million 5.75 percent convertible bonds due 2017, which are convertible into newly issued, ordinary shares of the company. The bonds are listed on the SGX. Partner Bernie Lee led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has acted for Standard Chartered Bank in respect of a foreign currency facility of US$46 million extended by Standard Chartered Bank London to Essel Lucknow Raebareli Toll Roads Private Ltd. The facilities were availed to part-finance the augmenting of the existing Lucknow-Raebareli Section of National Highway No. 24B from Km 12.7 to Km 82.7 in the State of Uttar Pradesh. The deal involved a substitution of a part of existing rupee loans with external commercial borrowings from Standard Chartered Bank. The facility agreement was signed on 28 December 2012 and expected closing date is on 31 January 2013. Partner Amey Pathak led the transaction whilst Clifford Chance acted as English legal counsel. Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as domestic legal counsel to the Credit Analysis & Research Ltd (CARE) in respect of its IPO of approximately 7.2 million equity shares through an offer for sale by selling shareholders composed of IDBI Bank Ltd, Canara Bank, State Bank of India, IL&FS Financial Services Ltd, The Federal Bank Ltd, IL&FS Trust Company Ltd, Milestone Trusteeship Services Private Ltd, ING Vysya Bank Ltd and Tata Investment Corporation Ltd for cash. The deal was valued at approximately INR5.4 billion (US$98.6m). The offer size constituted 25.22 percent of the post-offer paid-up equity share capital of CARE. The dates for the prospectus, allotment and listing were on 13, 21 and 26 December 2012, respectively. Partner Yash Ashar led the transaction. Jones Day acted as international legal counsel and Luthra & Luthra acted as domestic legal counsel to the BRLMs. Appleby has acted as Cayman counsel for Wison Engineering Services Co Ltd, a Shanghai-based engineering company, in respect of its listing on the HKSE by way of a global offer on 28 December 2012, with net proceeds of approximately HK$1.36 billion (US$175.4m). The majority of the proceeds from the offering will be used primarily for the construction and establishment of a national research and development centre in Shanghai and an engineering, research and development centre in Beijing. Partner Judy Lee led the transaction. Cadwalader, Wickersham & Taft, led by partners Joseph Lee and David Neuville, advised as to Hong Kong and US law whilst Beijing Jia Yuan Law Firm advised as to PRC law. Ashurst has advised FTSE 250 international support services and construction company Interserve in respect of its joint US$41.3 million acquisition from Willbros Group Inc of Willbros Middle East and its subsidiaries (the foremost of which is The Oman Construction Company) which provide oilfield maintenance, construction and logistics services. Partner Alastair Holland led the transaction, with local advice being provided by Said Al Shahry & Partners in Oman, Walkers in Dubai in relation to Cayman Islands law, and BLC Chambers in Mauritius. Conner & Winters acted for Willbros. AZB & Partners has advised a consortium of banks led by Punjab National Bank and State Bank of India Hong Kong Branch in respect of the US$2 billion standby letter of credit borrowing extended to Bharat PetroResources Ltd. Partner Bahram N Vakil led the transaction which was signed on 24 November 2012. AZB & Partners has also advised Matrix Partners India Investment Holdings II LLC in respect of its investment in Mewar Orthopaedic Hospital Private Ltd. Partner Abhijit Joshi led the transaction which was signed on 16 November 2012. Clayton Utz has advised ASX-listed Bank of Queensland Ltd (BOQ) in respect of its convertible preference share (CPS) issue which raised A$300 million (US$315.2m). BOQ offered a Basel III compliant convertible preference share to raise A$250 million (US$262.7m), with the ability to raise more or less. The offer featured a voluntary buy back of existing perpetual equity preference shares and a reinvestment offer into the new CPS. The issue is among the first round of hybrid issues to fully comply with APRA requirements under the Basel III prudential standards on capital that took effect on 1 January 2013. Partner Tim Reid led the transaction. Clayton Utz has also advised ASX-listed NEXTDC Ltd in respect of the A$115 million (US$120.8m) IPO of the Asia Pacific Data Centre Group (APDC), Australia’s first listed data centre real estate investment trust (REIT). The transaction was effected through the sale and leaseback of a portfolio of NEXTDC’s data centre properties in Melbourne, Sydney and Perth, which completed in December 2012 following NEXTDC shareholder approval. The APDC Group is an internally managed stapled structure comprising the Asia Pacific Data Centre Trust and Asia Pacific Data Centre Holdings Ltd. APDC has conducted an underwritten offer to raise A$88.55 million (US$93m) with an initial installment paid on application and the balance payable in May 2013. NEXTDC will hold a 23 percent interest in the APDC Group. The transaction forms part of NEXTDC’s capital recycling program which will enable it to focus on core data centre activities and explore future opportunities. Partners Tony Lalor, Tim Reid and Michael Richardson led the transaction. J Sagar Associates has advised Temasek of Singapore in respect of its acquisition of 19.99 percent stake in Godrej Agrovet Ltd (GAVL) for approximately INR572 crores (US$104.4m). GAVL is engaged in the manufacture of animal feed, crude palm oil, agri-inputs, poultry and tissue culture. In the animal feed business, it is the largest manufacturer of compound feed in India. GAVL has also entered into a strategic joint venture with Tyson Foods to produce and sell poultry products under the brands of ‘Real Good Chicken’ and ‘Yummiez’. Partners Manisha Kumar, Vikram Raghani and Somasekhar Sundaresan led the transaction. Khaitan & Co has advised Jiangsu Jinsheng Industry Co Ltd (Jinsheng) China in respect of the Indian leg of the transaction in the acquisition of the natural fibres and textile components business units from the textile segment of Oerlikon Corporation AG Switzerland structured in the form of asset and share purchase deals for a total consideration of CHF500 million (US$540.2m). Jinsheng engages in the production and sales of textiles machinery. The company has its headquarters in the Jiangsu province, China and employs approximately 1,200 people. Partner Rabindra Jhunjhunwala acted on the matter. Khaitan & Co has also represented Eastern India Motion Pictures Association (EIMPA), an association of producers, distributors, exhibitors and technicians of films in eastern India, in respect of its successful defence before the Competition Appellate Tribunal (COMPAT) against the allegations of non-compliance of the directions issued by the Competition Commission of India (CCI). The CCI had imposed a penalty upon the appellant for non-compliance of its order under section 43 of the Competition Act, 2002. The COMPAT allowed the appeal filed by EIMPA and quashed the penalty imposed by the CCI. Partner Manas Kumar Chaudhuri acted on the matter. O’Melveny & Myers is advising the independent committee of ShangPharma Corporation (Company), a leading China-based pharmaceutical and biotechnology research and development outsourcing company, in respect of a merger agreement to take the company private. The Company has entered into a definitive agreement and plan of merger with ShangPharma Holdings Ltd, ShangPharma Parent Ltd and ShangPharma Merger Sub Ltd, pursuant to which Parent will acquire the Corporation for US$0.50 per ordinary share or US$9.00 per American Depositary Share, each representing eighteen ordinary shares. The consideration to be paid to holders of ordinary shares and ADSs implies an equity value of the Company at approximately US$173 million, on a fully diluted basis. The merger, which is currently expected to close during the first or second quarter of 2013, is subject to customary closing conditions as well as shareholders’ approval. Partners David Roberts, Paul Scrivano and Ke Geng piloted the transaction whilst O’Melveny and Myers is serving as US legal advisor and Conyers Dill & Pearman is serving as Cayman Islands legal advisor. Kirkland and Ellis is serving as US legal advisor to JP Morgan Securities (Asia Pacific) Ltd as financial advisor to the independent committee. Paul Hastings has represented Greatpart Ltd, a wholly-owned subsidiary of Sinochem Group, in respect of the share placing of Far East Horizon Ltd, a leading financial services company focusing on financial leasing. Sinochem Group is one of the largest Chinese state-owned enterprises. Greatpart reduced its equity interest in Far East Horizon by placing approximately 11.38 percent of issued share capital to other investors through UBS. Greatpart’s equity interest in Far East Horizon has thus been reduced from 39.32 percent to 27.94 percent. Partners Vivian Lam and Catherine Tsang guided the transaction. Paul Hastings has also represented Guangdong Nan Yue Logistics Company Ltd (Nan Yue Logistics), a leading expressway and integrated logistics services provider in China’s Guangdong Province, in respect of its acquisition of the entire interest in Guangdong Vehicles Transportation Group Company Ltd (Guangdong Vehicles Transportation) from Guangdong Provincial Communication Group Company Ltd (GCGC). Guangdong Vehicles Transportation is now a wholly-owned subsidiary of Nan Yue Logistics. This transaction involved a number of complex elements including a very substantial acquisition, a major disposal transaction and a connected transaction under asset swap arrangement involving the issue of perpetual subordinated convertible securities. The asset swap arrangement between Nan Yue Logistics and GCGC allowed for Nan Yue Logistics to acquire the entire interest in Guangdong Vehicles Transportation for approximately US$78 million. Nan Yue Logistics paid for part of the consideration by transferring its interest in the assets relating to its international trade business and transportation intelligence business to GCGC, and by paying the remaining consideration through the issuance of perpetual subordinate convertible securities. Partner Raymond Li led the transaction. Shook Lin & Bok acted for China XLX Fertiliser Ltd (China XLX) in respect of the acquisition of land for the construction of a plant for approximately RMB58 million (US$9.3m) and the purchase and installation of new equipment and machinery for the plant for approximately RMB1.9 billion (US$305m). This is a very sizeable expansion acquisition which required certain specific approvals from SGX in relation to the SGX Listing Rules. There was added complexity in terms of compliance with HK Listing Rules (as China XLX is dual listed in HK) and the implications of PRC law, as the assets to be acquired are based in the PRC. Partner Wong Gang spearheaded the transaction. Stamford Law has acted as the Singapore legal adviser for SGX Mainboard-listed AVIC International Investments Ltd in respect of its approximately €32 million (US$41.8m) acquisition of Deltamarin Oy, a well-known Finnish ship-design and engineering specialist for offshore, shipping, shipbuilding, naval and marine industries. AVIC International Investments Ltd is part of the Aviation Industry Corporation of China (AVIC) group of companies. Partner Yap Lian Seng led the transaction which was completed on 4 January 2012. Sullivan & Cromwell has represented Mitsui & Co Ltd (Japan) in respect of its acquisition of a 30 percent stake in Gestamp Automoción SL’s (Spain) North and South American operations comprising 15 plants in the US, Mexico, Brazil and Argentina for approximately €300 million (US$391.6m). Partners Christopher L Mann and Matthew G Hurd led the transaction which was announced on 4 January 2013. Tay & Partners is acting for a foreign client in respect of purchasing a service apartment block with medical centre facilities and a retail podium block in a proposed mixed development project at Puteri Harbour, Iskandar Malaysia. Partner Chang Hong Yun is leading the transaction. Watson, Farley & Williams has advised Brunei Gas Carriers Sdn Bhd (BGC) in respect of raising approximately US$183.6 million to fund the acquisition of BGC’s fifth Newbuild LNG vessel to be chartered under a long term charter to Brunei LNG Sdn Bhd. The firm also advised BGC in relation to the shipbuilding contract, shipping services agreements, depot spares agreement and charter documents for the Newbuild LNG vessel. BGC, a well-established, reputable LNG vessel owner incorporated in Brunei Darussalam, has arranged the long-term Islamic financing facility with a syndicate of financiers consisting of Bank Islam Brunei Darussalam Berhad, Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad, The Hongkong and Shanghai Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation Europe Ltd. The facility is centred around an Istisna-Ijara structure. Partner Simon Petch led the transaction. WongPartnership is advising TT International Ltd (TTI) in respect of a S$200 million (US$163m) investment by TTI, Prima BB Ltd and Utraco Investment Pte Ltd in TTI’s subsidiary Big Box Pte Ltd (BB) and in the project financing facility extended to BB of up to S$125 million (US$101.8m) to jointly develop a proposed eight-storey tall warehouse, office cum retail development with one million square feet of potential usable space in Jurong East, Singapore, under the EDB’s Warehouse Retail Scheme. Partners Annabelle Yip, Angela Lim, Ethel Yeo and Alvin Chia steered the transaction. WongPartnership is also acting for Qingjian Realty (Punggol Way) Pte Ltd in respect of the approximately S$189.9 million (US$154.7m) acquisition of an executive condominium site at Punggol Way / Punggol Walk, Singapore and the S$153 million (US$124.7m) financing in connection therewith, as well as the subsequent sale of units in the residential development to be developed on the land. Partners Carol Anne Tan, Christy Lim, Cornelia Fong and Tan Peck Min led the transaction. |
Deals – 4 January 2013
Allen & Gledhill has advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the arrangers; DBS Bank Ltd, DNB Bank ASA Singapore Branch and The Hongkong and Shanghai Banking Corporation Ltd as dealers; DBS Bank Ltd as the issuing and paying agent, the agent bank and the paying agent; and DBS Trustee Ltd as the trustee of the holders of the notes, in respect of Odfjell Asia II Pte Ltd’s establishment of a S$500 million (US$409.6m) guaranteed multicurrency medium term note programme unconditionally and irrevocably guaranteed by Odfjell SE under which Odfjell Asia may issue notes from time to time. Partners Margaret Chin, Sunit Chhabra and Ong Kangxin led the transaction.
Allens has advised the sponsors, led by INPEX Corporation and Total, in respect of the US$20 billion project financing for the US$34 billion Ichthys Project. Located in Darwin, the Ichthys Project is a world-class LNG project and one of the largest projects being undertaken in Australia. The 8.4 million tonnes per year venture, operated and majority owned by INPEX, got the go-ahead for construction from its owners in January 2012 and is due to start LNG shipments to Japan and Taiwan in late 2016. Partners Tim Lester and Stephen Spargo led the transaction whilst Allen & Overy acted as global counsel. Latham & Watkins acted as global counsel to lenders whilst Herbert Smith Freehills acted as Australian local finance counsel. Allens has also advised Perth-based Tangiers Petroleum in respect of a transaction that saw the ASX-listed exploration company farm out a 50 percent interest in eight exploration permits in offshore Morocco. Portuguese energy company Galp Energia will provide up to A$41 million (US43m) funding for exploration activities and will assume the role of operator to earn an interest in the eight exploration permits. Partner Anthony Patten led the transaction whilst Linklaters assisted in providing and arranging local law advice. Allens and Linklaters have advised a wholly-owned subsidiary of major electricity grid operator State Grid Corporation of China in respect of its acquisition of a 41.11 percent interest in South Australian electricity transmission business, ElectraNet Pty Ltd, from the Queensland Government-owned Powerlink. The deal marks the first significant investment in an Australian utility by a Chinese entity. Linklaters partners Judie Ng Shortell and Thomas Ng and Allens partners Grant Anderson and Wendy Rae led the combined team that advised on a number of aspects of the acquisition, including negotiation of the transaction documents, due diligence, obtaining FIRB approval and Hong Kong corporate law issues. Amarchand & Mangaldas & Suresh A Shroff Co has advised RRB Group Private Co Ltd (RRB), a Thailand-based hospitality company which operates luxury hotels in Thailand and New Zealand under the brand name ‘lebua’, in respect of entering into three separate hotel management agreements with Boutique Hotels India Private Ltd for managing and operating three luxury hotels in India, namely Devi Garh at Udaipur and Devi Ratn and Rasa at Jaipur. The transaction also involved execution of trademark license agreements pursuant to which lebua Hotels & Resorts Co Ltd will license use of the ‘lebua’ brand name and associated trademarks to Boutique Hotels India Private Ltd for use in relation to the hotels; and marketing service agreements pursuant to which RRB will provide marketing and advisory services to Boutique Hotels India Private Ltd in relation to the three hotels. The definitive agreements were executed on 21 December 2012. The handover of management and operation of the three hotels is expected to take place by January-February 2013. Partner Akila Agrawal led the transaction. AZB and Partners advised Boutique Hotels India Private Ltd. AZB & Partners has advised Japan Bank for International Cooperation (JBIC) in respect of providing a buyer’s credit facility amounting to about ¥3.3 billion (US$37.9m) as its portion for GAIL (India) Ltd. This loan is co-financed with The Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU), with Nippon Export and Investment Insurance (NEXI) providing buyer’s credit insurance for the portion co-financed by BTMU. The overall co-financing amount is about ¥5.4 billion (US$62m). The loan will finance GAIL for procurement of plant-related equipment from Japanese companies in order for GAIL to increase the capacities of its petrochemical plants. Partner Ashwin Ramanathan led the transaction. AZB & Partners has also advised Deutsche Bank AG Hong Kong Branch as dealer manager in respect of 3i Infotech Ltd’s US$126 million offering of 5 percent convertible bonds due 2017 which are convertible into ordinary shares. The offering was part of the restructuring of two series of foreign currency convertible bonds issued by 3i Infotech Ltd in 2007 for an aggregate principal amount of US$100 million and €30 million (US$39.5m), respectively. Partner Varoon Chandra led the transaction. Baker & McKenzie has advised Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corporation, Bank of Tokyo-Mitsubishi UFJ Ltd and Deutsche Bank AG Tokyo Branch as the mandated lead arrangers in respect of their ¥1.65 trillion (US$18.94b) loan facility for SOFTBANK CORP. With these loan proceeds, SOFTBANK plans to invest approximately US$20.1 billion for the acquisition of Sprint Nextel Corporation. The acquisition is scheduled to be completed in mid-2013 and gives SOFTBANK a platform to establish an operating base as one of the largest mobile internet companies in the world. It will also provide Sprint with new capital for its mobile network and will enhance its competitiveness in the US. Partners Gavin Raftery and Shinichiro Kitamura led the transaction. Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised the Park Hotel Group (PHG) in respect of a hotel management agreement with CEL-Alexandra Pte Ltd, the property and development arm of Singapore-listed construction and property group Chip Eng Seng Corporation Ltd. PHG is a Singapore-based hospitality group that manages, owns and develops Park branded hotels around the Asia-Pacific. The new Park Hotel will be located on the Alexandra Road. Partner Kelvin Poa led the transaction. Clifford Chance has advised China Longyuan Power Group Corporation Ltd in respect of its H share placement of 572.1 million new H Shares raising approximately US$375 million. China Longyuan is a leading wind power generation company in the PRC. It ranks first in the PRC and Asia Pacific in terms of total installed wind power capacity. UBS AG Hong Kong Branch and Morgan Stanley & Co International Plc acted as placing agents. Partner Tim Wang led the transaction. Clifford Chance has also advised Mitsui & Co Ltd and Mitsui Sugar Co Ltd in respect of its investment in Thailand’s Khonburi Sugar Public Company Ltd, a sugar manufacturer and distributer listed on the Stock Exchange of Thailand. The investment, which remains conditional on shareholder approval (expected to take place in February 2013) will see Mitsui and Mitsui Sugar acquiring an aggregate 16.7 percent holding in Khonburi. Further to the agreement, Mitsui and Mitsui Sugar have also entered into a strategic alliance with Khonburi to expand the scale of Khonburi’s operations and grow its overseas business. Partner Andrew Whan led the transaction. Conyers Dill & Pearman has advised the consortium of Alfa Group, Access Industries and Renova (AAR) in respect of the sale to Rosneft of its 50 percent stake in TNK-BP, its joint venture with BP. TNK-BP is Russia’s third-largest oil producer. AAR signed a sale and purchase agreement with Rosneft on 12 December 2012. Completion of the transaction is expected in the first half of 2013 following approval by Russian and EU competition authorities. The firm, which worked alongside Skadden, Weil, Gotshal & Manges and White & Case on the transaction, also advised AAR in relation to BP’s separately negotiated sale to Rosneft of its 50 percent stake in TNK-BP. The acquisition of TNK-BP by Rosneft will result in it becoming one of the world’s largest oil producers, matching the output of Exxon. Partner Robert Briant led the transaction. Davis Polk & Wardwell is advising DLF Global Hospitality Ltd in respect of its sale of Silverlink Resorts Ltd, the holding company for Amanresorts. Under the terms of the definitive agreement, Amanresorts founder and chairman Adrian Zecha will purchase the entire shareholding in Silverlink Resorts Ltd. The enterprise value of the transaction is approximately US$300 million, excluding the Aman property in New Delhi, India. The transaction is expected to close by the end of February 2013, subject to customary closing conditions. Amanresorts is a luxury hotel group which currently owns and manages approximately 25 luxury hotels and resorts across the world. DLF Global is a subsidiary of DLF Ltd, the largest commercial real estate developer in India by sales. Partners Mark Lehmkuhler and Kirtee Kapoor led the transaction. Davis Polk & Wardwell has also advised the People’s Insurance Company (Group) of China Ltd (PICC), a leading large-scale integrated insurance financial group in China, in respect of its cornerstone investment in the US$477 million IPO of the China Machinery Engineering Corporation on the HKSE. PICC has agreed to invest US$50 million in the H shares of China Machinery, whose H shares were listed in Hong Kong on 21 December 2012. Partner Antony Dapiran led the transaction. King & Wood Mallesons, led by partner Larry Kwok, advised China Machinery. Freshfields Bruckhaus Deringer is advising the Hong Leong Company (Malaysia) in respect of its offer for Guoco Group Ltd. The cash offer is valued at approximately HK$8.25 billion (US$1.06b), making it the second largest privatisation of an HKSE-listed company since 2000. The Hong Leong Group is a Malaysian company engaged in financial services, manufacturing and distribution, property development and investment, and hospitality and leisure. Guoco Group Ltd is engaged in principal investment, property development and investment, hospitality and leisure and financial services. Partner Robert Ashworth led the transaction. Freshfields Bruckhaus Deringer is also advising GCS Capital, a Hong Kong-based global strategic investment firm, in respect of its acquisition of Dexia Asset Management from Dexia SA, a Brussels-based banking group, for approximately €380 million (US$500.5m). On 4 December 2012, the companies announced they had entered into exclusive negotiations and a share purchase agreement was signed on 12 December 2012. The transaction is expected to close in 2013, subject to legal and regulatory approvals. Partner Vincent Macq led the transaction. Gide Loyrette Nouel has advised the joint lead managers, composed of Coöperatieve Centrale Raiffeisen-Boerenleenbank BA (Rabobank International), Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, ING Bank NV London Branch, Natixis and The Royal Bank of Scotland plc, in respect of Air France-KLM’s issue of €500 million (US$658.6m) 6.25 percent notes due 2018 unconditionally and irrevocably guaranteed by Société Air France and KLM. Settlement and delivery of, as well as admission to trading of the notes on the regulated market of NYSE Euronext in Paris, took place on 14 December 2012. Partner Hubert du Vignaux led the transaction. Air France-KLM, Société Air France and KLM were advised by Linklaters. Herbert Smith Freehills has advised Stelux Holdings International Ltd, one of the largest mid-end watch and optical retailers in Asia, in respect of the strategic investment and subscription of convertible bonds in an aggregate principal amount of approximately HK$371 million (US$47.7m) by Boyu Capital. Stelux intends to use the proceeds for further expansion of its retail store networks, promotion of in-house brands and potential business expansion. HKSE-listed Stelux is principally engaged in the retailing, trading and wholesale of watches and optical products through its “CITY CHAIN” and “OPTICAL 88” retail chain stores which have over 600 outlets. Boyu is a leading China-focused private investment firm with more than US$1 billion under management. Partners Jason Sung and Austin Sweeney led the transaction. Hogan Lovells has advised SIM Technology Group Ltd in respect of its one for two rights issue to raise US$22 million. The rights issue is fully underwritten by Toman Investments Ltd, a company controlled by the controlling shareholders of SIM Technology. The controlling shareholders owned 45.5 percent of the issued share capital of SIM Technology before completion of the rights issue. Upon completion of the rights issue, the controlling shareholders own approximately 46.2 percent of the enlarged issued share capital. A whitewash waiver of the obligation of the controlling shareholders to make a mandatory general offer was approved by the independent shareholders and was granted by the Securities and Futures Commission of Hong Kong on 19 November 2012. SIM Technology is the first Hong Kong listed company with depositary receipts listed on the Taiwan Stock Exchange that underwent a rights issue. Partner Terence Lau led the transaction. Hogan Lovells has also advised the underwriters, including Morgan Stanley Asia Ltd, Citigroup Global Markets Asia Ltd, Standard Chartered Securities (Hong Kong) Ltd, BOCOM International Securities Ltd, First Shanghai Securities Ltd and CCB International Capital Ltd, in respect of the Hong Kong IPO and Rule 144A placing of PRC real estate developer CIFI Holdings (Group) Co Ltd. The IPO raised approximately US$214 million. CIFI was listed on the HKSE on 23 November 2012. Founded in 2000, CIFI is a Shanghai-based company with a total of 43 property projects in 11 mainland cities across the Yangtze River Delta Region, the Bohai Economic Rim and the Central Western Region. Partners Terence Lau and Man Chiu Lee led the transaction. J Sagar Associates has advised Info Edge (India) Ltd in respect of an investment of approximately INR50 million (US$919,794.00) in Happily Unmarried Marketing Private Ltd, a company operating the web portal www.happilyunmarried.com and engaged in designing and developing fun and quirky products and selling such products under its brand name. The investment is for a 25 percent stake on a fully-diluted and as-converted basis and has been made through optionally convertible cumulative redeemable preference shares. Proceeds will be used to expand its online business through its website. Listed on the BSE, Info Edge runs popular web portals recruitment site Naukri.com and real estate site 99Acres.com. Partner Rohitashwa Prasad led the transaction. J Sagar Associates has also advised Info Edge (India) Ltd in respect of its acquisition of Toostep Consultancy Private Ltd, a company that has developed a SaaS (software as a service) platform which enables recruiters to propagate jobs in social networking sites and search engines and manage all the responses as well. With this acquisition, Info Edge plans to integrate these features into Naukri.com over a period of time. The team of Toostep has also joined Info Edge. Partner Rohitashwa Prasad also led the transaction. Khaitan & Co has advised BTMC Bidco Ltd, which is backed by ICG Group, in respect of the Indian leg of the transaction in relation to new private equity partnership to complete a tertiary management buy-out of ATPI Cayman Ltd UK from Equistone Partners Europe. Founded in 1989, ICG is a specialist investment firm and asset manager providing mezzanine finance, leveraged credit and partnership equity, managing over €11 billion (US$14.5b) assets in proprietary capital and third party funds. Partner Rabindra Jhunjhunwala advised client on the transaction. Khaitan & Co has also advised Calcom Cement India Ltd, Bawri Group and Dalmia Cement (Bharat) Ltd in respect of further acquisition by Dalmia Cement (Bharat) Ltd of 26 percent stake of Calcom held by Bawri Group for a total consideration of US$14.15 million. Partners Haigreve Khaitan and Aakash Choubey led the transaction with assistance from executive director Daksha Baxi. Ogier acted as BVI legal adviser to luxury international jeweller Graff Diamonds in respect of a US$450 million refinancing loan from a consortium of banks consisting of Standard Chartered, Barclays and the Royal Bank of Scotland. Partner Nathan Powell led the transaction. The firm worked alongside Linklaters and Graff’s general counsel Alex Molla. Hogan Lovells acted for the banks. Paul Hastings is representing CLSA Capital Partners, the alternative asset management arm of Asia’s leading independent brokerage and investment group CLSA Asia-Pacific Markets, in respect of its sale of Everlife Co Ltd, a Japanese direct marketing company of health supplement products, to Korean public company LG Household & Healthcare. This cross-border stock purchase transaction is valued at US$310 million and the deal is expected to close late January 2013. Partners Hajime Kanagawa and Ted Johnson are leading the transaction. Paul Hastings has also represented Ayala Corporation, one of the Philippines’ largest conglomerates, in respect of its execution of a definitive agreement to acquire approximately 17.1 percent ownership interest in GNPower Mariveles Coal Plant Ltd Co and its 2 x 300 MW coal-fired generating plant in Bataan province, Philippines. The acquisition is priced at approximately US$155 million and the closing of the acquisition is subject to the lender’s consent and other customary closing conditions. The interests are currently held by an affiliate of a fund managed by Denham Capital. Ayala has a growing portfolio of energy projects and is looking to invest up to US$1 billion over the next five years in the transport infrastructure and power generation sectors in the Philippines. Partners Patricia Tan Openshaw and Derek Roth led the transaction. Rajah & Tann has advised Doreen Koh Ching Kim and Low See Ching in respect of their sale of 100 percent of the issued share capital of TFS Singapore Private Ltd to The Face Shop Co Ltd, a member of LG Household & Health Care Ltd, for a cash consideration of S$19.5 million (US$16m). TFS Singapore Private Ltd is the franchisee of the brands “TheFaceShop” and “belif” in Singapore and manages approximately 20 stores in Singapore. Partners Goh Kian Hwee, Cynthia Goh, Soh Chai Lih, Lim Mei Ann and Rajesh Sreenivasan acted on the transaction which was announced on 17 December 2012 and is yet to be completed. Kim & Chang acted as Korean lawyers whilst WongPartnership acted as Singapore lawyers to The Face Shop Co Ltd. Rajah & Tann has also advised EDB Investments Pte Ltd in respect of its S$19 million (US$15.57m) subscription for shares in SGX-ST listed Ezion Holdings Ltd. The Ezion group specializes in the development, ownership and chartering of strategic offshore assets and the provision of offshore marine logistics and support services to the offshore oil and gas industries. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 18 December 2012 and is yet to be completed. Stamford Law advised Ezion Holdings Ltd. Shearman & Sterling has represented the sole sponsor BOCI Asia Ltd and the underwriters, composed of BOCI Asia Ltd, ICBC International Capital Ltd, ICBC International Securities Ltd, CIMB Securities Ltd and ABCI Securities Company Ltd, in respect of the approximately HK$3.88 billion (US$436m) primary listing on the HKSE and global offering of the H shares of PRC-incorporated leading international engineering contractor and service provider China Machinery Engineering Corporation (CMEC). CMEC’s public offering is, as year-to-date, the most over-subscribed in 2012, with its H shares being over-subscribed for 57.93 times. An over-allotment option has been granted to the international underwriters. The company plans to use a majority of the IPO proceeds to finance its international engineering contracting projects in the power and transportation sectors. Partners Colin Law and Alan Seem led the transaction. Shearman & Sterling has also represented Concord Medical Services Holdings Ltd in respect of the acquisition of an indirect interest of 19.98 percent in The University of Texas MD Anderson Cancer Center Proton Therapy Center. Upon completion of the acquisition, Concord Medical is now the second largest owner of the MD Anderson Proton Therapy Center, behind MD Anderson Cancer Center. NYSE-listed Concord Medical is a leading specialty hospital management solution provider and operator of the largest network of radiotherapy and diagnostic imaging centers in China. Partners Shuang Zhao and Lorna Chen led the transaction. Shook Lin & Bok has acted for NYSE-listed Pulse Electronics Corporation and its Singapore subsidiaries in respect of the recapitalisation investment of approximately US$102.7 million in the Pulse group of companies by certain affiliates of investment funds managed by private investment firm Oaktree Capital Management LP. Pulse received US$75 million in cash under a new Term Loan A and issued to Oaktree shares of Pulse’s common stock and a warrant to purchase shares of a subsidiary that will terminate upon issuance of shares of a new class of Pulse non-voting preferred stock. Additionally, Oaktree exchanged approximately US$27.7 million of the company’s US$50 million in outstanding 7 percent senior convertible notes due in 2014 for a new Term Loan B. Partners Stanley Lim and Teo Yi Jing led the transaction. Simpson Thacher is representing Xiabuxiabu Catering Management (China) Holdings Co Ltd (Xiabu Xiabu) in respect of the sale of Xiabu Xiabu shares by Actis to General Atlantic. Xiabu Xiabu is the largest individual, bar-style hotpot restaurant chain in China with more than 300 restaurants in a number of cities. Chris Lin, Liang Wang and Duan Fu led the transaction. Skadden, Arps, Slate, Meagher & Flom is representing Jason Nanchun Jiang, Chairman of the Board and Chief Executive Officer of Focus Media Holding Ltd, in respect of Focus Media’s definitive agreement and plan of merger with Giovanna Parent Ltd and Giovanna Acquisition Ltd, pursuant to which Parent will acquire Focus Media. The deal values Focus Media’s equity at approximately US$3.7 billion, on a fully diluted basis. The transaction will be financed in part by US$1.525 billion in committed debt financing. Immediately after the completion of the transaction, Parent will be beneficially owned by Jiang; affiliates of and funds managed by Giovanna Investment Holdings Ltd; Gio2 Holdings Ltd; Power Star Holdings Ltd; State Success Ltd; and Fosun International Ltd and/or its affiliates. The company’s Board of Directors, acting upon the unanimous recommendation of an independent committee of the Board of Directors, approved the merger agreement and the transaction and resolved to recommend that the company’s shareholders vote to authorise and approve the merger agreement and the transaction. The transaction, which is currently expected to close during the second quarter of 2013, is subject to various closing conditions, including a condition that the merger agreement be authorised and approved by an affirmative vote of shareholders. The transaction is currently expected to close during the second quarter of 2013. If completed, this will be the largest ever leveraged buyout of a Chinese company. Partners Peter Huang and Michael Gisser led the transaction. Sullivan & Cromwell, led by partners Michael DeSombre, William Chua and Presley Warner, acted as lead counsel to the private equity sponsors on the financing. Kirkland & Ellis, led by partners David Zhang, Jesse Sheley and Stephanie Tang, is serving as US legal advisor to the independent committee whilst Maples and Calder and Fangda Partners are serving as Cayman Islands and PRC legal advisor, respectively. Simpson Thacher & Bartlett is serving as US legal advisor to the company. Shearman & Sterling is serving as US legal advisor to JP Morgan Securities (Asia Pacific) Ltd. Fried, Frank, Harris, Shriver & Jacobson is serving as US legal advisors to the sponsors, Sullivan & Cromwell is advising on English law matters and Conyers Dill & Pearman and ZhongLun Law Firm are serving as Cayman Islands and PRC legal advisor to the sponsors, respectively. Clifford Chance is serving as US and English law legal advisor to the underwriters, book-runners and mandated lead arrangers of the debt financing whilst Walkers and Fangda Partners are serving as Cayman Islands legal advisor and PRC legal advisor, respectively. Weil, Gotshal & Manges, led by partner Akiko Mikumo, is acting as lead counsel to Citi and Credit Suisse as the financial advisors to the consortium. Davis Polk, led by partner Mark J Lehmkuhler, is advising CITIC Capital. Stamford Law is representing FDS Networks Group Ltd in respect of its proposed acquisition of the entire issued and paid-up share capital of Delta Advanced Materials Ltd, an investment holding company incorporated in Hong Kong, for an aggregate consideration of up to a maximum of S$165 million (US$135.2m) to be satisfied in full by the issuance of new ordinary shares in the capital of the company. The proposed acquisition, if undertaken and completed, will result in a reverse take-over of the company as defined under Chapter 10 of the SGX-ST Listing Manual. Sullivan & Cromwell has represented China Vanadium Titano-Magnetite Mining Company Ltd in respect of the proposed US$266 million buyback offer made by its parent, Keen Talent Holdings Ltd, announced on 21 December 2012. Partners Kay Ian Ng and Gwen Wong led the transaction. Watson, Farley & Williams’ Singapore office has advised the lenders in respect of the US$356 million refinancing extended to Korea Gas Corporation (KOGAS) for three 2000 built LNG carriers, each of which are on bareboat charter to Hanjin Shipping Co Ltd, SK Shipping Co Ltd and Hyundai Merchant Marine Co Ltd. All three LNG carriers are operating under long term contracts of affreightment with KOGAS. The lead arrangers were Banc of America Leasing & Capital LLC, Australia and New Zealand Banking Group Ltd, CréditIndustriel et Commercial Singapore Branch and The Bank of Nova Scotia Asia Ltd. Bank of America NA led the syndicate as agent and security trustee and boo-krunner. Partner Goh Mei Lin led the transaction. Watson, Farley & Williams’ Singapore office has also advised NellanApS (Nellan) in respect of the acquisition of a Singapore-incorporated subsidiary of Nordic Tankers A/S. Nellan is a Danish-incorporated company controlled by private equity firm Triton. The acquisition is part of Triton’s purchase of Nordic Tankers’ entire chemical tanker business, which comprises a fleet of nine owned vessels, six chartered vessels and approximately 70 vessels under commercial and pool management, together with the full contract portfolio and approximately 140 employees, for a purchase price of US$30 million. Partner Peter Chean led the transaction. Weil, Gotshal & Manges has acted as lead counsel for CCT Group, a global provider of dedicated, shared and hybrid contact center outsourcing solutions, and their majority owner, Headland Capital Partners Group, in respect of its acquisition by iQor, a global provider of intelligent customer interaction and outsourcing solutions. iQor is acquiring CCT free of its existing debt with the support of iQor’s equity owners, Huntsman Gay, CVCI and Starr Principal Holdings. The acquisition is part of iQor’s plan to apply its technology-enabled solutions and deep analytics capabilities to a broader platform. The acquisition also bolsters iQor’s technology offerings while expanding its global footprint in Latin America and the Philippines, allowing clients to take advantage of a broader set of skills and labour markets across the world. Partner Peter Feist led the transaction. Weil, Gotshal & Manges has acted as lead counsel to AutoTrader Group, a portfolio company owned by Cox Enterprises and Providence Equity Partners, in respect of its recent investment in NYSE-listed Bitauto Holdings Ltd, a leading provider of internet content and marketing services for China’s automotive industry. AutoTrader Group, the operator of the largest digital automotive marketplace in the United States, has agreed to purchase 9 million ordinary shares representing approximately 21.8 percent stake in the company from the selling shareholders for US$58.5 million in a private transaction. Concurrently, Bitauto’s senior management team, namely chairman and CEO William Bin Li, president Jingning Shao, CFO Andy Xuan Zhang, and senior vice-president Weihai Qu, also entered into definitive agreements with a pre-IPO shareholder of the company to purchase approximately 2.4 percent stake in the company from the selling shareholder for US$6.5 million. Partner Anthony Wang led the transaction. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised American International Assurance Company Ltd, a wholly owned subsidiary of AIA Group Ltd (AIA), in respect of the US$1.8 billion acquisition of ING Groep NV’s Malaysian insurance and Takaful business. The purchase includes ING’s life-insurance and employee-benefits businesses in Malaysia and a 60 percent stake in ING Public Takaful Ehsan Berhad, a Takaful business. The acquisition will combine ING’s Malaysian operations and AIA’s existing Malaysian business, currently the third and the fourth largest in Malaysia, respectively, to create the largest life insurer in the country. AIA’s market share will double to 25 percent in Malaysia, one of Southeast Asia’s most attractive and fastest growing life assurance markets. Partner Brian Chia led the transaction. Debevoise & Plimpton of Hong Kong acted as international counsel for AIA whilst Wong & Partners acted as local counsel. Allen & Overy acted as international counsel for ING Groep NV whilst Skrine acted as local counsel. WongPartnership has acted for SGX-listed STX OSV Holdings Ltd and STX Europe AS in respect of the pre-conditional mandatory cash offer by Credit Suisse (Singapore) Ltd and Nomura Singapore Ltd, for and on behalf of Fincantieri Oil & Gas SpA, a direct wholly-owned subsidiary of Fincantieri–Cantieri Navali Italiani SpA, for all the issued ordinary shares in the capital of the STX OSV, pursuant to a sale by STX Europe AS to the offeror of shares representing approximately 50.75 percent of shares in STX OSV. Partners Mark Choy, Kenneth Leong and Dawn Law led the transaction. WongPartnership has also acted for Mapletree Commerical Trust in respect of the S$680 million (US$557m) acquisition of Mapletree Anson, a 19-storey premium office building with Grade-A building specifications located in Tanjong Pagar, a micro-market of the central business district of Singapore. Partners Rachel Eng, Long Chee Shan, James Choo and Carol Anne Tan led the transaction. |
Deals – 20 December 2012
Allen & Gledhill has advised Clifford Capital Pte Ltd in respect of its formation as well as in respect of securing a guarantee from the Government of Singapore on the debt instruments issued, credit or liquidity facilities utilised by Clifford Capital. The guarantee’s limit is US$3.9 billion, comprising up to US$2.3 billion for principal sums and US$1.6 billion for interest. Clifford Capital is a new project financing company established by Kovan Investments Pte Ltd, an indirect wholly owned subsidiary of Temasek Holdings (Private) Ltd, Sumitomo Mitsui Banking Corporation, DBS Bank Ltd, Standard Chartered Bank, Prudential Assurance Company Singapore (Pte) Ltd and John Hancock Life Insurance Company (USA). Partners Richard Young, Chiam Tao Koon and Karen Tiah led the team advising on the formation of the joint venture whilst partners Yeo Wico, Richard Young and Chiam Tao Koon led the team advising on the guarantee.
Allen & Gledhill has also advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as the arranger, issuing and paying agent, the transfer agent and the registrar, HSBC Institutional Trust Services (Singapore) Ltd as the trustee, and DBS Bank Ltd and HSBC as the dealers, in respect of Ezra Holdings Ltd’s (Ezra) issue of a US$500 million multicurrency debt issuance programme under which medium term notes and perpetual securities may be issued from time to time. Ezra has issued S$200 million (US$164.3m) 5 percent notes due 2015 and S$150 million (US$123.2m) 8.75 percent perpetual securities under the programme. Partners Margaret Chin, Sunit Chhabra and Magdalene Leong led the transaction. Allen & Overy has advised Ichthys LNG Pty Ltd and the joint venture partners in respect of the development and financing of the integrated Ichthys LNG project, the largest project financing in history. The sponsors of the project are Inpex Corporation, Total SA, Tokyo Gas, Osaka Gas, Chubu Electric Power and Toho Gas. The joint venture participants and shareholders announced on 18 December 2012 that they have finalised the US$20 billion project financing. The US$34 billion Ichthys Project is one of the largest construction projects being undertaken in Australia. The project company Ichthys LNG Pty Ltd committed to the financing arrangements with its lenders which will ensure that the development of the Ichthys project has all the funding required to meet the construction programme. Partner Aled Davies led the transaction. Allens has advised Hassall Street Pty Ltd, a joint venture between Grosvenor Australia Investments Pty Ltd and Leighton Properties Pty Ltd, in respect of the sale of its newly developed Eclipse Tower to Retail Employees Superannuation Pty Allens has also advised a syndicate of lenders in respect of a transaction that will see BC Iron subsidiary BC Iron Nullagine Pty Ltd receive US$130 million in debt funding to enable it to increase to 75 percent its stake in the Nullagine Iron Ore Project. Located 50km north of Christmas Creek in Western Australia, the project is now a 75/25 joint venture with Fortescue Metals Group Ltd that hosts a probable ore reserve of 41.3Mt at 57 percent Fe. The joint venture uses Fortescue’s infrastructure at Christmas Creek to rail its ore to Port Hedland, from where it is then shipped overseas. Partner Ben Farnsworth led the transaction. BC Iron was advised by Ashurst on the finance documents, Johnson Winter & Slattery on the joint venture documents and Herbert Smith Freehills on the equity documents. AmarchandMangaldas has advised Apollo Health Street Ltd (AHSL), a company engaged in providing healthcare BPO services and information technology services, and its shareholders, namely Apollo Hospitals Enterprise Ltd, Maxwell (Mauritius) Pte Ltd (a Temasek Fund), Eliza Holdings (a One Equity Partner Fund) and Healthcare Investments Ltd Mauritius (a SVG Fund), in respect of the sale of the entire shareholding of AHSL to Sutherland Global Services Private Ltd and Sutherland Global Services (Mauritius) Holding Ltd, entities belonging to the Sutherland group, for approximately INR10 billion (US$182.3m). Partners Cyril Shroff and Reeba Chacko led the transaction which is expected to close on February 2013. Jones Day acted as US counsel to Barclays Capital Inc and Kotak Mahindra Capital Company Ltd, the financial advisors to AHSL and sellers. S&R Associates New Delhi and Latham & Watkins California acted as Indian and US counsel, respectively, to Spark Capital Advisors (India) Pvt Ltd, the financial advisor to the Sutherland Group. AZB & Partners has advised Infosys Ltd in respect of its acquisition, through its subsidiaries and affiliates, of 100 percent of Lodestone Holding AG for approximately US$350 million. Partner Shameek Chaudhuri led the transaction which was completed on 22 October 2012. AZB & Partners has also advised Q Exhibit and Asian Business, Exhibitions and Conferences Ltd (ABEC) in respect of the divestment by Q Exhibit’s 28.3 percent stake in ABEC to Airgate Holdings Ltd, a subsidiary of ITE Group plc. Partner Shameek Chaudhuri led the transaction which was valued at approximately US$22 million and is yet to be completed. Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised the Park Hotel Group (PHG) in respect of a hotel management agreement with CEL-Alexandra Pte Ltd, the property and development arm of SGX-listed construction and property group Chip Eng Seng Corporation Ltd. PHG is a Singapore-based hospitality group that manages, owns and develops Park branded hotels around the Asia-Pacific. The new Park Hotel will be located on the Alexandra Road. Partner Kelvin Poa led the transaction. Clifford Chance has advised China Cinda Asset Management Company Ltd in respect of the issue by its a wholly-owned subsidiary Bitronic Ltd of RMB2 billion (US$320.86m) 4 percent bonds due 2015.The deal marks the first renminbi bond issued by a Chinese asset management company and was the largest unrated dim sum bond from a Chinese state-owned enterprise this year. Partner Connie Heng led the transaction whilst Maples and Calder advised as to British Virgin Islands law and DeHeng Shanghai Law Office as to PRC law. Davis Polk, led by partners Eugene C Gregor, Paul Chow and John D Paton, has advised the joint global coordinators, consisting of UBS AG Hong Kong Branch, Wing Lung Bank Ltd and Standard Chartered Bank (Hong Kong) Ltd, and the joint book-runners and joint lead managers, consisting of ABCI Capital Ltd, Bank of China (Hong Kong) Ltd, BOCI Asia Ltd, CCB International Capital Ltd, Cinda International Securities Ltd, CITIC Securities Corporate Finance (HK) Ltd, Credit Suisse (Hong Kong) Ltd, Goldman Sachs (Asia) LLC, Morgan Stanley & Co International plc, Standard Chartered Bank (Hong Kong) Ltd, UBS AG Hong Kong Branch and Wing Lung Bank Ltd. The joint lead managers were advised by Jingtian & Gongcheng as to PRC law. Clifford Chance has also advised the joint lead managers, which include BofA Merrill Lynch, CCB International, Citigroup, Deutsche Bank, Goldman Sachs (Asia) LLC, HSBC, Morgan Stanley, The Royal Bank of Scotland and Standard Chartered Bank, in respect of the issue by Amber Circle Funding Ltd of US$500 million 2 percent guaranteed notes due 2017 and US$1 billion 3.25 percent guaranteed notes due 2022, guaranteed by China Development Bank Corporation Hong Kong Branch. The transaction is reportedly the largest ever Regulation S transaction in Asia and CDB’s first foray into the US$ market in seven years. The funds raised will be used for the development of CDB’s leasing business. Partner Connie Heng also led the transaction. Conyers Dill & Pearman has advised the consortium of Alfa Group, Access Industries and Renova (AAR) in respect of the sale to Rosneft of its 50 percent stake in TNK-BP, its joint venture with BP. AAR signed a sale and purchase agreement with Rosnefton on 12 December 2012. Completion of the transaction is expected in the first half of 2013 following approval by Russian and EU competition authorities. The firm, which worked alongside Skadden, Weil, Gotshal&Manges and White & Case on the transaction, also advised AAR in respect of BP’s separately negotiated sale to Rosneft of its 50 percent stake in TNK-BP, Russia’s third-largest oil producer. The acquisition of TNK-BP by Rosneft will result in it becoming one of the world’s largest oil producers, matching the output of Exxon. Davis Polk has advised Morgan Stanley & Co International plc as placing agent in respect of the Rule 144A/Regulation S placement of 190 million existing shares and the top-up subscription of 190 million new shares in SPT Energy Group Inc at a total consideration of approximately HK$551 million (US$71m). HKSE-listed SPT Energy is incorporated in the Cayman Islands and is one of the leading Chinese non-state-owned providers of integrated oilfield services. Partners Paul Chow and James C Lin led the transaction. SPT Energy was advised by Morrison & Foerster as to US and Hong Kong law. Davis Polk has also advised UBS AG and Morgan Stanley & Co International plc as placing agents in respect of the US$375 million placing of H shares by China Longyuan Power Group Corporation Ltd, a leading new energy enterprise in China. An affiliate of the China Guodian group, the company is engaged in the design, development, construction, management and operation of wind farms, as well as offering services to wind farms. It also operates other new energy projects, such as thermal power, solar power, tidal power, biomass power and geothermal power. China Longyuan’s H shares are listed and trade on the HKSE. Partners Antony Dapiran, James C Lin and Li He led the transaction. China Longyuan Power Group Corporation was advised by Clifford Chance. Freshfields Bruckhaus Deringer is advising GCS Capital, a Hong Kong-based global strategic investment firm, in respect of its acquisition of Dexia Asset Management from Dexia SA, a Brussels-based banking group, for approximately €380 million (US$502.6m). Partner Vincent Macq is leading the transaction which was signed on 12 December 2012 and is expected to close in 2013, subject to legal and regulatory approvals. Freshfields Bruckhaus Deringer is also advising the Hong Leong Company (Malaysia) in respect of its offer for Guoco Group Ltd. The cash offer is valued at approximately HK$8.25 billion (US$1.06b), making it the second largest privatisation of an HKSE-listed company since 2000.The Hong Leong Group is a Malaysian company engaged in financial services, manufacturing and distribution, property development and investment, and hospitality and leisure. Guoco Group Ltd is engaged in principal investment, property development and investment, hospitality and leisure and financial services. Partner Robert Ashworth is leading the transaction whilst partner Simon Weller acted for Standard Chartered Bank, in its capacity as financial advisor to GuoLine Overseas Ltd. Herbert Smith Freehills has advised Stelux Holdings International Ltd, one of the largest mid-end watch and optical retailers in Asia, in respect of the strategic investment and subscription of convertible bonds in an aggregate principal amount of approximately HK$371 million (US$47.7m) by Boyu Capital. Stelux intends to use the proceeds for further expansion of its retail store networks, promotion of in-house brands and potential business expansion. HKSE-listed Stelux is principally engaged in the retailing, trading and wholesale of watches and optical products through its “CITY CHAIN” and “OPTICAL 88” retail chain stores which have over 600 outlets. It is also the sole and exclusive distributor of “SEIKO” watches and clocks in the region. Boyu is a leading China-focused private investment firm with more than US$1 billion under management. Partners Jason Sung and Austin Sweeney led the transaction. Hogan Lovells has advised the underwriters, including Morgan Stanley Asia Ltd, Citigroup Global Markets Asia Ltd, Standard Chartered Securities (Hong Kong) Ltd, BOCOM International Securities Ltd, First Shanghai Securities Ltd and CCB International Capital Ltd, in respect of the Hong Kong IPO and Rule 144A placing of PRC real estate developer CIFI Holdings (Group) Co Ltd. The IPO raised approximately US$214 million. CIFI was listed on the HKSE on 23 November 2012. Founded in 2000, CIFI is a Shanghai-based company with a total of 43 property projects in 11 mainland cities across the Yangtze River Delta Region, the Bohai Economic Rim and the Central Western Region. Partners Terence Lau and Man Chiu Lee led the transaction. HSA Advocates has advised International Finance Corporation, the lead transaction advisor, and Government of Meghalaya in respect of the establishment of the state of Meghalaya’s first public-private partnership for a new hospital and medical college in Shillong. The project involved selection of a private developer for developing a 500-bed teaching hospital and a medical college offering 100 MBBS seats on design, build, finance, operate and transfer basis. Successful development and implementation of the project will provide trained medical staff and quality health services to the people of Meghalaya. Partners Hemant Sahai and Pranav Singh led the transaction. J Sagar Associates has advised Nabtesco Automotive Corporation, a Japanese market leader in air brake components, in respect of its joint venture in India with Uno Minda, part of the NK Minda Group, for designing, manufacturing and sale of air brake products for commercial vehicles and clutch products for passenger vehicles. The JV will be set up with equity of INR373 million (US$6.8m) in a 51:49 partnership, with Uno Minda holding 51 percent and Nabtesco holding 49percent of the equity. Partners Jyoti Sagar and Rohitashwa Prasad led the transaction. J Sagar Associates has also advised HT Media Ltd in respect of the acquisition of up to a 40 percent stake in MyParichay, an online recruitment business. The acquisition augments HT Media’s existing portal (www.shine.com) in the online recruitment space. HT Media’s 40 percent stake will be acquired by the acquisition of certain equity shares from MyParichay’s existing promoters and by the subscription of compulsorily convertible preference shares in MyParichay in three separate tranches over the next two years. The first closing took place on 13 December 2012 whilst the remaining three closings are expected to take place on April 2013, June 2013 and August 2014, subject to the achievement of certain milestones. Partner Shivpriya Nanda led the transaction. MyParichay and its promoters were represented by PXV Law’s Bangalore office led by partner Kartik Ravichander. Khaitan & Co has advised Otsuka Pharmaceutical Factory Inc in respect of a proposed investment of INR1050 crores (US$191.4m) by Otsuka and Mitsui & Co Ltd in Claris Specialty Injectables Ltd, a subsidiary of Claris Lifesciences Ltd (Claris), to form a 3-way strategic joint venture among Otsuka, Mitsui and Claris. Claris will also transfer its infusion business to the JV by way of a slump sale. Partner Bhavik Narsana led the transaction. Khaitan & Co has also advised BOC India Ltd in respect of the acquisition of identified assets and business of manufacture and distribution of medical and industrial gases of Uttam Air Products Private Ltd and Uttam Gases Private Ltd (both belonging to Uttam Group). BOC India Ltd is one of the largest industrial gas producing companies in India and is a subsidiary of the Linde Group, which is a world-leading gas and engineering company. Partner Arvind Jhunjhunwala led the transaction. Linklaters and Allens have advised a wholly-owned subsidiary of major electricity grid operator State Grid Corporation of China in respect of its acquisition of a 41.11 percent interest in South Australian electricity transmission business ElectraNet Pty Ltd from the Queensland Government-owned Powerlink. State Grid is the world’s largest utility. The deal marks the first significant investment in an Australian utility by a Chinese entity. Linklaters partners Judie Ng Shortell and Thomas Ng and Allens partners Grant Anderson and Wendy Rae led the transaction. Paul Hastings has represented China International Marine Containers (Group) Co Ltd (CIMC), a leading global equipment and solutions provider in the logistics and energy industries which is listed on the Shenzhen Stock Exchange, in respect of its listing of H-shares converted from B-shares on the HKSE by way of introduction. CIMC was ranked number one amongst dry freight container manufacturers in the world from 2007 to 2011 in terms of production volume. Guotai Junan Capital Ltd acted as sole sponsor for this listing. In this first-of-its-kind transaction, CIMC converted its 1.43 billion B-shares with a total market value of approximately US$1.8 billion into H-shares and listed on the HKSE by way of introduction. Partner Raymond Li led the transaction. Rajah & Tann has advised EDB Investments Pte Ltd in respect of its S$19 million (US$15.6m) subscription for shares in SGX-ST listed Ezion Holdings Ltd. The Ezion group specialises in the development, ownership and chartering of strategic offshore assets and the provision of offshore marine logistics and support services to the offshore oil and gas industries. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 18 December 2012 and is yet to be completed. Stamford Law Corporation advised Ezion. Shook Lin & Bok has acted for NYSE-listed Pulse Electronics Corporation and its Singapore subsidiaries in respect of the recapitalisation investment of approximately US$102.7 million in the Pulse group of companies by certain affiliates of investment funds managed by private investment firm Oaktree Capital Management LP (collectively Oaktree). Pulse received US$75 million in cash under a new Term Loan A and issued to Oaktree shares of Pulse’s common stock and a warrant to purchase shares of a subsidiary that will terminate upon issuance of shares of a new class of Pulse non-voting preferred stock. Additionally, Oaktree exchanged approximately US$27.7 million of the company’s US$50 million in outstanding 7 percent senior convertible notes due in 2014 for a new Term Loan B. Partners Stanley Lim and Teo Yi Jing advised on the transaction. Simpson Thacher is representing Xiabuxiabu Catering Management (China) Holdings Co Ltd (Xiabu Xiabu) in respect of the sale of Xiabu Xiabu shares by Actis to General Atlantic. Xiabu Xiabu is the largest individual, bar-style hotpot restaurant chain in China with more than 300 restaurants in a number of cities. Chris Lin, Liang Wang and Duan Fu led the transaction. Stamford Law is representing FDS Networks Group Ltd in respect of its proposed acquisition of the entire issued and paid-up share capital of Delta Advanced Materials Ltd, an investment holding company incorporated in Hong Kong, for an aggregate consideration of up to S$165 million (US$135.45m) to be satisfied in full by the issuance of new ordinary shares in the capital of the company. The proposed acquisition, if undertaken and completed, will result in a reverse take-over of the company as defined under Chapter 10 of the SGX-ST Manual. Watson, Farley & Williams Singapore has advised Thailand’s Precious Shipping Public Company Ltd in respect of the order by two special purpose joint venture companies of two 20,000 dwt cement-carrying bulker carriers at China Shipbuilding & Offshore International and Shanhaiguan New Shipbuilding Industry. The companies have been in talks to cancel the two existing orders at India’s ABG Shipyard and instead have looked to the Chinese yard to build the bulkers, for delivery in January and April 2014 at a discount. The vessels are fixed under long-term charter contracts. Partner Simon Petch led the transaction. Weerawong, Chinnavat & Peangpanorhas advised PTT Exploration and Production Pcl (PTTEP) in respect of its share offering – the largest equity offering by a Thai company to date – which closed on 17 December 2012. The transaction included a public offering under Thailand’s Securities and Exchange Commission regulations, and an international offering under Rule 144A/Regulation S under the US Securities Act. The deal is valued at approximatelyUS$3 billion. The offering was made to PTTEP’s existing shareholders and institutional investors. Its parent company, PTT Plc. also subscribed to maintain its 65 percent shareholding. Finansa Securities Ltd., Phatra Securities Pcl., TISCO Securities Co., Bank of America Merrill Lynch, Deutsche Bank, Goldman Sachs, JP Morgan and UBS acted as joint coordinators and book- runners. Peangpanor Boonklum, Partner led the project team, along with Chatri Trakulmanenate, Partner. Weerawong, Chinnavat & Peangpanor has also advised Phatra Securities Pcl, Merrill Lynch Far East Ltd, CIMB Bank (L) Ltd, Citigroup Global Markets Ltd, and The Hongkong and Shanghai Banking Corporation (Singapore) as book-runners in respect of the capital increase via preferential public offering to existing unit holders of the fund and listing of additional units in the Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (TLGF) on the Stock Exchange of Thailand. The deal closed on 3 December 2012 and is valued at approximately US$251.5 million. This is an add-on offering for TLGF after its IPO of approximately US$598 million on March 2012 – Thailand’s largest ever property fund IPO on which the firm also advised domestic and international book-runners. Parnter Kudun Sukhumananda led the transaction. WongPartnership has acted as Singapore counsel for Barry Callebaut AG in respect of its acquisition of Petra Foods Ltd’s Cocoa Ingredients Division for a total consideration of US$950 million. Partners Andrew Ang, Kenneth Leong and Lam Chung Nian led the transaction. WongPartnership has also acted for Nestlé SA in respect of its acquisition of Pfizer Inc’s infant nutrition unit for approximately US$11.85 billion which includes the acquisition of the direct and indirect shareholding interests in Wyeth Nutritionals (Singapore) Pte Ltd and Wyeth (Singapore) Pte Ltd, respectively. Partners Lau Kiat Wee and Joyce Ang led the transaction. |
Deals – 13 December 2012
Allen & Overy has represented the underwriters in respect of the debut US$1.5 billion global bond offering by the Government of Mongolia. The firm advised Bank of America Merrill Lynch, Deutsche Bank, HSBC, JP Morgan and TDB Capital who acted as joint lead managers of the Rule 144A/Regulation S offering. The securities were issued under the Government of Mongolia’s US$5 billion global medium term note program in two tranches – Series A consists of US$500 million 4.125 percent notes due 2018 and Series B consists of US$1 billion 5.125 percent notes due 2022. The proceeds of the offering are expected to finance infrastructure and industrial projects in Mongolia. Partner Walter Son led the transaction whilst partner Kenny Kwan advised on the listing of the securities on the SGX.
Allens has advised Asia Pacific gold producer OceanaGold in respect of a C$93.3 million (US$94.7m) equity capital raising. Canada-based OceanaGold, which is listed on the TSX, ASX and NZX, has three operating gold mines and a portfolio of assets located in New Zealand and the Philippines. Proceeds will be used to pay outstanding debt and provide balance sheet and operating flexibility. Partner Julian Donnan led the transaction whilst Sullivan and Cromwell advised on US law, Simpson Grierson on New Zealand law and Fasken Martineau on Canadian law. The underwriters were advised by King and Wood Mallesons on Australian law, Stikeman Elliot on Canadian law and Dorsey & Whitney on US law. Allens has acted on Sydney Airport and Hobart Airport re-financings. In the first transaction, the firm acted in respect of the recent A$1.1 billion (US$1.16b) re-financing for Sydney Airport’s maturing senior debt, including acting for a syndicate of 10 major domestic and international lenders on a A$300 million (US$316m) new senior facility. In the second re-financing, the firm acted for three financiers in respect of a A$175 million (US$184.5m) debt raising for Hobart Airport. Partner Renee Boundy led both transactions. King and Wood Mallesons also advised on the transaction. Appleby has acted as Cayman counsel for Maxclean Holdings Ltd in respect of its proposed listing in the US, with a value of over US$12 million. The shares will be listed on the Over-the-Counter Bulletin Board (OTCBB), a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities. Maxclean Holdings Ltd, founded in Hong Kong, focuses on the development, manufacture and distribution of contamination control supplies and critical cleaning products which are supplied to the PRC domestic and overseas markets. Partner Judy Lee led the transaction whilst Norton Rose acted as US counsel. Amarchand & Mangaldas has acted as domestic legal counsel for Citi in respect of the share trade agreement in the offer for sale (OFS) by promoters of Blue Dart Express Ltd. Citi acted as the stock broker to undertake the OFS. The OFS constituted approximately 1.43 million equity shares of INR10 (US$0.184) each of Blue Dart Express Ltd at a price priority basis with a floor price of INR1,720 (US$31.66) by DHL Express (Singapore) Pte Ltd. The deal was signed on 21 November 2012 and closed on 26 November 2012. Partners Yash Ashar and Gaurav Gupte whilst Cleary Gottlieb Steen & Hamilton acted as international legal counsel. The domestic legal counsel and international legal counsel to DHL Express (Singapore) Pte Ltd were Talwar Thakore & Associates Mumbai and Linklaters, respectively. AZB & Partners has advised GlaxoSmithKline Plc and GlaxoSmithKline Pte Ltd in respect of their voluntary open offer, along with Horlicks Ltd, for the acquisition of approximately 13.38 million shares representing 31.84 percent of the voting share capital from the public shareholders of GlaxoSmithKline Consumer Healthcare Ltd. Partners Ajay Bahl and Anil Kasturi led the transaction which was valued at approximately INR52.2 billion (US$950m). AZB & Partners has also advised Christie Digital Systems USA Inc in respect of its acquisition of 100 percent of the equity of VR Solutions (India) Private Ltd and VR Solutions Pty Ltd Australia. Partners Srinath Dasari and Ravi Prakash led the transaction which was completed on 30 November 2012. Baker & McKenzie is advising Champion Real Estate Investment Trust in respect of its US$1 billion guaranteed medium term note programme. The Hongkong and Shanghai Banking Corporation Ltd is the arranger for the notes programme. Partners Milton Cheng and Andrew Lockhart are advising Eagle Asset Management (CP) Ltd, the REIT manager. Partner Jason Ng led the team acting for HSBC Institutional Trust Services (Asia) Ltd, the REIT trustee. Clayton Utz has advised ASX-listed Perth-based iron ore producer Gindalbie Metals Ltd in respect of its A$40 million (US$42.19m) fully underwritten placement to institutional and sophisticated investors. The placement is underwritten by UBS. The raising is being undertaken to fund the development of the Karara iron ore project. It is also proposed that Gindalbie’s major shareholder Ansteel (35.89 percent) will participate in a separate placement of approximately A$22 million (US$23.2m), subject to shareholder approval and legal and regulatory approvals. Ansteel is one of China’s biggest steel makers. Partner Mark Paganin led the transaction. Clifford Chance has advised China’s Jiangsu Jinsheng Industry Co Ltd in respect of its acquisition of the natural fibres and textile components business units from Oerlikon Corporation AG Pfäffikon (Switzerland). The purchase price was based on an enterprise value of around CHF650 million (US$700m). The transaction is subject to clearance by the relevant antitrust authorities. Jinsheng Industry intends to take over all 3,800 employees and all production sites pertaining to the business units being sold by Oerlikon. After closing, they will operate under the traditional company name ‘Saurer’, reviving the name of the company which was merged into Oerlikon in 2007. Partners Glen Ma, Maggie Lo, Dr Stefanie Tetz and Dr Dimitri Slobodenjuk led the transaction. Colin Ng & Partners has acted for intellectual property group Spruson & Ferguson in respect of its acquisition of Ella Cheong’s interest in their patents joint venture in South-East Asia and the transfer of the joint venture’s trademark practice to Ella Cheong LLC. Spruson & Ferguson Asia has been providing a range of patent prosecution and management services in South-East Asia for over 10 years. The practice will continue its operations with over 120 professional and support staff from its Singapore and Kuala Lumpur offices. Partner Bill Jamieson led the transaction. Davis Polk has advised The People’s Insurance Company (Group) of China Ltd (PICC), a leading large-scale integrated insurance financial group in China, in respect of its approximately HK$24 billion (US$3.1 billion) IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The IPO, with total proceeds of nearly US$3.6 billion if the over-allotment option is fully exercised, is the largest in Hong Kong and the largest IPO of a PRC company in the past two years. Partners Howard Zhang, Antony Dapiran, Li He, Jeffrey M Oakes and James C Lin led the transaction which was completed on 7 December 2012. The underwriters on the transaction were led by CICC HKS, HSBC, Credit Suisse and Goldman Sachs as joint sponsors and by Goldman Sachs, Deutsche Bank, Credit Suisse, CICC HKS and HSBC as joint global coordinators, together with ABCI, CCB International, Essence International, BOCI, ICBC International, JP Morgan, Bank of America Merrill Lynch, Daiwa, UBS, Haitong International, Morgan Stanley and Citigroup as joint book-runners, joint lead managers and underwriters, and were advised by Sullivan & Cromwell on US law and Slaughter and May on Hong Kong law. Dechert has advised PPR SA, one of the world’s largest luxury group, in respect of its acquisition of Chinese fine-jewelry maker Qeelin Ltd. The acquisition of Qeelin will give PPR strength and depth in its retail and luxury goods business in Asia and Europe, especially in China, a key region for its global growth. The PPR Group owns an ensemble of luxury and sport and lifestyle premium brands, specialising in apparel and accessories including Gucci, Alexander McQueen, Bottega Veneta, Yves Saint Laurent and Puma. Partner Basil Hwang, with partner Lewis Ho, led the transaction. DLA Piper has acted as Hong Kong and US counsel for Casablanca Group Ltd in respect of its IPO on the HKSE and its global offering. Casabalnca is a leading branded bedding products company in mainland China and Hong Kong. The global offering consisted of an aggregate of 50 million. The HKSE offering consisted of approximately 5 million shares whilst approximately 45 million shares were made available for the international placing. The net proceeds raised were approximately HK$47.5 million (US$6.13m). Haitong International Capital Ltd was the sole sponsor, Haitong International Securities Company Ltd was the sole global coordinator, and Haitong International Securities Company Ltd and UOB Kay Hian (Hong Kong) Ltd were the joint book-runners and joint lead managers of this global offering. Partners Stephen Peepels and Jeffrey Mak led the transaction. Freshfields Bruckhaus Deringer has advised HKSE-listed leading property developer Shui On Land Ltd in respect of its issuance of US$500 million senior perpetual capital securities with an annual distribution rate of 10.125 percent. The securities are issued by the company’s wholly-owned subsidiary Shui On Development (Holding) Ltd and will be used to supplement funding of the Shui On Land group’s expansion and growth plans. The securities will be traded on the SGX. Partners Andrew Heathcote and Charles Ching led the transaction. Gide Loyrette Nouel has advised Hong Kong retail conglomerate King Power Group (King Power) in respect of the acquisition of Château Bernadotte from Château Pichon Longueville Comtesse de Lalande, part of the renowned Champagne Louis Roederer group. King Power is a diversified global group with activities across various sectors. Château Bernadotte operates a large vineyard within the Haut-Medoc AOC appellation in Saint-Sauveur, in the Bordeaux region of France. It has a yearly production of around 200,000 bottles. Château Bernadotte, with Château Pichon Longueville Comtesse de Lalande, was acquired by Champagne Louis Roederer in 2007. Partner Guillaume Rougier-Brierre led the transaction. Ernst & Young Bordeaux advised King Power Group on financial and tax matters. Champagne Louis Roederer was advised by Wine Bankers & Co on M&A aspects and Fidal Bordeaux on legal aspects. Gilbert + Tobin has advised Credit Suisse as sole lead arranger and underwriter in respect of the US$325 million financing package provided to Atlas Iron Ltd. The package consists of a US$275 million institutional Term Loan B facility and an A$50 million (US$52.7m) three-year revolving facility. The transaction was announced on 10 December 2012 and the package will be used to complete the development of the Mt Dove, Abydos and Mt Webber mines and the Yard 2 expansion works at Utah Point at Port Hedland, ultimately allowing Atlas Iron to meet its Pilbara iron ore production target of 12 million tonnes per annum by December 2013. Partner James Lewis, with partners John Schembri and Claire Boyd, led the transaction. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised state-owned PT Krakatau Steel (Persero) in respect of the US$450 million financing for the construction and operation of a new blast furnace complex. Krakatau Steel, the largest steel plant company in Indonesia, is expected to become the largest steel company in Asia with the construction of the new complex. Two credit facilities have been signed by Krakatau Steel, including a US$200 million Sinosure credit facility with lenders China Development Bank Corporation, Industrial and Commercial Bank of China Ltd and the Hongkong and Shanghai Banking Corporation Ltd and a rupiah equivalent US$250 million commercial credit facility with lenders PT Bank Mandiri Tbk, PT Bank Negara Indonesia Tbk and PT Bank Rakyat Indonesia Tbk. Partner Indri Pramitaswari Guritno led the transaction. Herbert Smith Freehills has acted for Gemshine Investments (S) Pte Ltd in respect of its acquisition of Compass Point mall, a 5-storey strata-titled suburban mall in Sengkang, Singapore with a net lettable area of 269,546 sq ft. The acquisition involved shares and debt for a purchase price of S$519 million (US$425m). Gemshine is an incorporated joint venture between PRUPIM-managed Asia Property Fund and Frasers Centrepoint Ltd. Asia Property Fund is an open-end SICAV-SIF incorporated in Luxembourg with a diversified investment mandate in core Asia Pacific real estate. The vendor, Sengkang Mall Ltd (SML), applied the sale proceeds towards the redemption of senior and junior bonds issued in 2002 when Compass Point was securitised. Partner Simon Taskunas led the transaction which was completed on 20 November 2012 whilst WongPartnership acted as Singapore counsel. Shook Lin & Bok acted for SML whilst Allen & Gledhill represented OCBC Bank, Gemshine’s financier. Jones Day has advised ICICI Bank Ltd as arranger, agent and lender in respect of two syndicated facilities having an aggregate value of US$50 million to listed Indian outsourcing company Firstsource Solutions Ltd and its subsidiaries. The proceeds from the facilities were used for redemption of Firstsource Solutions Ltd’s foreign currency convertible bonds and the working capital needs of the Firstsource Solutions group. Partner Sushma Jobanputra led the transaction whilst Amarchands & Mangaldas & Suresh A Shroff & Co advised as to Indian law, Richards Layton & Finger as to Delaware law and Sycip Salazar, Hernandez & Gatmaitan as to Philippines law. The Firstsource Group was advised by Linklaters. K Law has advised Net Positive Business Analytics Private Ltd and its shareholders in respect of the sale of the company’s controlling stake to EFX Holdings Ltd Mauritius (Equifax). The company provides analytics and business intelligence solutions to the financial services, insurance, retail and telecommunications sectors. Equifax is primarily engaged in consumer and business credit reporting. Partner Shwetambari Rao led the transaction. Equifax was represented by Amarchand & Mangaldas & Suresh A Shroff & Co led by partner Leena Chacko. Khaitan & Co has acted as domestic legal counsel for Mahindra & Mahindra Financial Services Ltd in respect of its qualified institutions placement of approximately INR8.7 billion (US$160m). Mahindra and Mahindra Financial Services Ltd is one of India’s leading non-banking finance companies. Partner Nikhilesh Panchal acted on the transaction. Amarchand Mangaldas, led by partner Yash Ashar, acted as domestic legal counsel to the book running lead managers composed of Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd, Deutsche Equities India Private Ltd, HSBC Securities and Capital Markets (India) Private Ltd and JM Financial Institutional Securities Private Ltd whilst Jones Day acted as international counsel. Khaitan & Co has also advised Waterlogic PLC in respect of a 50:50 joint venture with Aquamall Water Solutions Ltd, a wholly owned subsidiary of Eureka Forbes Ltd. Waterlogic is a leading manufacturer and global distributor of water mains-fed attached point-of-use drinking water purifying and dispensing systems. Partner Kalpana Unadkat acted on the transaction. King & Wood Mallesons has advised PetroChina International Investment (Australia) Pty Ltd, a subsidiary of PetroChina, in respect of the acquisition of an 8.33 percent interest in the East Browse joint venture and a 20 percent interest in the West Browse joint venture from BHP Billiton for US$1.63 billion. Subject to regulatory approval and other customary conditions, the acquisition is expected to complete in the first half of 2013. The East Browse JV and the West Browse JV are a part of a world class gas resource located off the coast of Western Australia. PetroChina is the largest oil and gas producer and distributor in China and one of the largest oil and gas companies in the world. Partner Joshua Cole, supported by partners David Perks, Tim Warman and Sally Audeyev, led the transaction. Ogier acted as BVI legal adviser to luxury international jeweller Graff Diamonds in respect of a US$450 million refinancing loan from a consortium of banks consisting of Standard Chartered, Barclays and the Royal Bank of Scotland. Partner Nathan Powell led the transaction alongside Linklaters. Hogan Lovells acted for the banks. Orrick’s Tokyo and New York offices has advised leading Japan-based clothing and accessories retailer Sanei International Co Ltd (Sanei) in respect of its approximately ¥3.3 billion (US$39.6m) sale of its interest in Kate Spade Japan Co Ltd, a joint venture between Sanei and Kate Spade LLC. Mark Weeks and Quinn Moss led the transaction. Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of First Real Estate Investment Trust (First REIT), in respect of the proposed acquisition of an integrated hospital and hotel development and a hospital in Indonesia (Siloam Hospitals Manado & Hotel Aryaduta Manado and Siloam Hospitals Makassar) for approximately S$143 million (US$117m). Partners Tan Woon Hum and Andrea Ng advised on the transaction. Slaughter and May is advising CLSA Ltd in respect of its proposed conditional placing under a share placing agreement entered into with Paul Y Engineering Group Ltd (PYE) to raise gross proceeds of at least HK$3.2 billion (US$411m) from the placing of a minimum of 1.176 million new shares and up to HK$2.4 billion (US$308m) worth of convertible bonds (CBs), together with an upsize option to place a further HK$1.6 billion (US$206m) worth of new shares and CBs, resulting in aggregate gross proceeds of up to HK$4.8 billion (US$617m). The proceeds from the placing, together with proceeds from a separate placing of up to HK$1.6 billion (US$206m) worth of CBs, are intended by PYE to fund a proposed acquisition of Falloncroft Investment Ltd for HK$2 billion (US$257m) and the development of Falloncroft’s business. PYE also proposed to effect a distribution in specie to all existing PYE shareholders of 49 percent of PYE BVI, an unlisted company under which the entire existing construction, civil engineering and property-related businesses of PYE is held, and has declared a special cash dividend of HK$0.26 (US$0.033) per existing share with a scrip option to subscribe for new shares at HK$0.68 (US$0.0877) per share. The placing, contingent placing, acquisition, distribution and cash dividend are inter-conditional on each other and will be subject to approval by PYE shareholders. Partner Benita Yu is leading the transaction. Stamford Law is advising SGX Mainboard-listed Petra Foods Ltd in respect of its sale of its cocoa ingredients division to Swiss Exchange-listed Barry Callebaut for a cash consideration of approximately US$950 million. Petra Foods’ cocoa ingredients division is one of the world’s largest suppliers of cocoa ingredients to the food and beverage industry and comprises of six cocoa ingredients processing facilities in Indonesia, Malaysia, Thailand, Brazil, Mexico and Germany and a cocoa butter factory in France. Barry Callebaut is the world’s leading manufacturer of high-quality cocoa and chocolate products. The acquisition will increase Barry Callebaut’s presence in the global cocoa ingredients market. The sale is subject to Petra Foods’ shareholder approval, regulatory approvals as well as pre-completion restructuring of Petra Foods’ cocoa ingredients business in Indonesia and Philippines. Partner Yap Wai Ming led the transaction which was announced on 12 December 2012. Sullivan & Cromwell is representing Borealis Infrastructure, the infrastructure investment arm of the OMERS pension plan, and Ontario Teachers’ Pension Plan Board in respect of the sale of their respective one-third interests in the Express Pipeline System to Spectra Energy Corporation. The transaction, with a total value of approximately US$1.49 billion (consisting of US$1.25 billion in cash and US$240 million in assumed debt), also included the sale by Kinder Morgan Energy Partners of the remaining one-third interest to Spectra Energy Corp. Partner Joseph Frumkin led the transaction which was announced on 11 December 2012. WongPartnership has acted for Olam International Ltd in respect of its renounceable underwritten rights issue comprising US$750 million 6.75 percent bonds due 2018, with approximately 387.36 million free detachable warrants on the ordinary shares of the company. Partners Rachel Eng, Hui Choon Yuen and Colin Ong led the transaction. WongPartnership has also acted as Singapore counsel for Mitsubishi Heavy Industries Ltd in respect of the merger of its forklift truck business operations with that of Nippon Yusoki Co Ltd. Partners Ng Wai King and Ong Sin Wei led the transaction. |
Deals – 6 December 2012
Allens has advised the DUET Group in respect of a matter that will see the ASX-listed energy utility assets owner internalise its management arrangements. Under the internalisation program, Macquarie and AMP Capital will cease to manage the DUET Group, which will directly employ the current management team. Partner Marc Kemp led the transaction. King & Wood Mallesons advised Macquarie and AMP Capital.
Amarchand Mangaldas has advised PVR Ltd in respect of its preferential issue of equity shares amounting to INR260 crores (US$47.6m) to its promoters, existing investor L Capital and a new private equity investor Multiples Private Equity Fund (Multiples). Under the issue, Multiples will invest approximately INR153 crores (US$28m), L Capital would invest approximately INR82.3 crores (US$15m) and promoters would invest approximately INR25 crores (US$4.58m) in PVR Ltd. Post the above dilution, both Multiples and L Capital would own approximately 15.8 percent stake each whilst the promoters will hold 32 percent stake in PVR Ltd. Partner Shardul S Shroff, assisted by partner Akila Agrawal, led the transaction. AZB Partners, led by partner Ajay Behl, advised L Capital whilst Vaish Associates, led by partner Bomi Daruwala, advised Multiples. Amarchand Mangaldas has also advised PVR Ltd in respect of its proposed acquisition of the entire 69.27 percent promoter stake in Cinemax India Ltd, through its wholly owned subsidiary Cine Hospitality Private Ltd, at a total consideration of INR394.97 crores (US$72.34m). The proposed acquisition has triggered an open offer on 29 November 2012 to the public shareholders of Cinemax India Ltd to acquire up to 26 percent stake in Cinemax India Ltd under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Assuming full acceptances, the transaction is valued at approximately INR543 crores (US$99.45m). Partner Shardul S Shroff also led the transaction. Wadia Ghandy & Co advised the Kanakia family, the promoters of Cinemax India Ltd. AZB & Partners is advising HAV2 (Mauritius) Ltd in respect of its agreement to sell a part of its holdings in Trivitron Healthcare Private Ltd to Fidelity India Principals and FIL Capital Management (Mauritius) Ltd. Trivitron is a Chennai-based company involved in wholesale trading of medical technology devices and manufacturing of diagnostic reagents, imaging equipments and accessories. Partner Ashwin Ramanathan is leading the transaction which was signed on 20 October 2012 and is yet to be completed. AZB & Partners has also advised HarperCollins Publishers Ltd in respect of its acquisition of the entire shareholding of Living Media India Ltd, its former joint venture partner, in HarperCollins Publishers India Ltd. Partner Shuva Mandal led the transaction which was completed on 29 November 2012. Baker & McKenzie has acted as counsel to ETF Securities (HK) Ltd, a subsidiary of ETF Securities Group which is one of the leading independent providers of exchange-traded investment products and with expertise in commodities, in respect of the listing of three new Exchange Traded Funds (ETFs) designed to provide investors with exposure to precious metals. The new ETFs are ETFS Physical Gold ETF, ETFS Physical Silver ETF and ETFS Physical Platinum ETF, primarily backed by physical metals held in secure vaults and which closely correspond to the performance of the London PM Fix for gold, London Fix for silver and London PM Fix for platinum, respectively. The ETFs were listed on the HKSE on 28 November 2012. This is the first time that a suite of precious metal ETFs have been launched in Hong Kong that track the London fixing price for silver and platinum. Partner Martin Tam led the transaction, assisted by partners Pierre Chan and Karen Man. Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firms in Singapore and Indonesia, have advised Medco Energi Internasional Tbk’s subsidiary, PT Medco Downstream Indonesia, in respect of its partial divestment of a 63.88 percent majority shareholding in PT Medco Sarana Kalibaru to Puma Energy (Singapore) Pte Ltd. Partner Chew Chin led the Baker & McKenzie.Wong & Leow team in Singapore whilst foreign legal consultant Norman Bissett led the Hadiputranto, Hadinoto & Partners team in Indonesia. Clayton Utz is advising ASX-listed Ridley Corporation Ltd, Australia’s leading provider of high performance animal nutrition solutions and value-added solar salt, in respect of the sale of Cheetham Salt Ltd to Hong Kong based CK Life Sciences Int’l (Holdings) Inc for A$150 million (US$157.2m). The sale was announced on 29 November 2012. Partner Michael Linehan is leading the transaction. Clayton Utz has also advised ASX-listed oil and gas exploration and production company Nido Petroleum Ltd in respect of its A$11.6 million (US$12.16m) placement to professional and sophisticated investors. The second tranche of the placement will be conditional upon shareholder approval. The firm is also advising Nido Petroleum Ltd on a proposed share purchase plan. The funds will be used for investment in the Galoc Phase II development. Partner Mark Paganin led the transaction. Clifford Chance has advised Hong Kong Exchanges and Clearing Ltd (HKEx) in respect of two transactions to help fund its purchase of the London Metal Exchange (LME). The firm advised on its nearly US$1 billion equity placing. Deutsche Bank, HSBC and UBS were the placing agents. Partner Cherry Chan led the transaction. The firm also advised on its US$500 million 0.5 percent convertible bonds due 2017. Deutsche Bank, HSBC and UBS were the lead managers on the deal. The convertible bonds were listed on the HKSE on 24 October 2012. Partner Connie Heng led the transaction. US securities law advice on both transactions was provided by partner Crawford Brickley. Clifford Chance has also advised the underwriters UBS, CITIC Securities Corporate Finance (HK) Ltd, JP Morgan and Deutsche Bank in respect of Zhengzhou Coal Mining Machinery Group Company Ltd’s IPO. The company sold 221,122,000 H shares, raising approximately US$296 million. Zhengzhou Coal Mining is a leading comprehensive coal mining and excavating equipment manufacturer in China. Partner Tim Wang led the transaction. Jia Yuan Law Offices advised the joint global coordinators, joint sponsors, joint bookrunners, joint lead managers and underwriters as to PRC law. Baker & McKenzie, led by partners Elsa Chan and Alexander Gomonov, acted as Hong Kong law, US law and Russian Federation law counsel to Zhengzhou Coal Mining Machinery Group Company Ltd whilst Zhong Lun Law Firm advised as to PRC law and Khaitan & Co advised as to India law. CMS Hasche Sigle has advised JORDAHL GmbH in respect of its acquisition of the ABACUS Group which is comprised of a number of companies in Canada and in the USA, namely Continental Decon Inc, Western Studwelding Supply Inc, Decon USA Inc and AGM Industries Inc. Dr Eva Annett Grigoleit and Dr Igor Stenzel led the transaction. Davis Polk has advised JP Morgan Securities LLC and Goldman Sachs (Asia) LLC as joint bookrunners and representatives of the underwriters in respect of the debut SEC-registered debt offering of Baidu Inc, including US$750 million 2.25 percent notes due 2017 and US$750 million 3.5 percent notes due 2022. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ Global Select Market. Partners James C Lin and John D Paton led the transaction. Baidu was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Han Kun Law Offices as to PRC law, Maples and Calder as to Cayman Islands law and British Virgin Islands law, and Li & Partners as to Hong Kong law. Duane Morris & Selvam has advised Heineken NV in respect of its S$5.6 billion (US$4.6b) takeover bid for Asia Pacific Breweries Ltd (APBL), acquiring an additional 40 percent stake in the joint venture from its partner Fraser & Neave Ltd, a Singapore-based conglomerate. Heineken consolidated a controlling interest of approximately 95 percent in APBL for the Amsterdam-based brewer. The transaction, which closed on 15 November 2012, marks one of the largest of its kind in Singapore this year. Heineken will now launch a mandatory takeover offer of the remaining shares of APBL, for a total consideration of approximately S$640 million (US$523m). SGX-listed APBL has 25 breweries in 14 countries and brews a range of brands. The takeover allows Heineken to further expand its platform in markets throughout Asia, particularly in China. On September 28, Fraser & Neave’s shareholders approved the sale. On November 6, Singapore’s Competition Commission also approved the deal. Managing director Arfat Selvam led the transaction. Freshfields Bruckhaus Deringer has advised Agricultural Bank of China (ABC) in respect of its inaugural dim sum bond issuance. ABC has issued RMB1 billion (US$160.5m) 3.2 percent bonds due 2015. The joint global coordinators for the transaction were Agricultural Bank of China Hong Kong Branch and ABC International. Together with eight other investment banks, they also acted as the joint lead managers and joint bookrunners. Partner Howard Lam led the transaction, supported by partner Andrew Heathcote. Freshfields Bruckhaus Deringer is also acting for Boyu Capital in respect of its strategic investment in HKSE-listed Stelux Holdings International Ltd (Stelux) through the subscription for HK$371 million (US$47.87m) of unsecured convertible bonds issued by Stelux, one of the largest mid-end watch and optical retailers in Asia. Partner Simon Weller is leading the transaction. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised the Ministry of Finance of the Republic of Indonesia in respect of the issuance of international sovereign sukuk using an Ijara sale and lease back structure through Islamic global medium term notes (GMTN) program in foreign currency by Perusahaan Penerbit SBSN Indonesia III, a special purpose vehicle company owned by the Indonesian government for sovereign sukuk issuance. This is the first International sovereign sukuk using this structure through an Islamic GMTN program established by the Indonesian Government. Partners Indri Pramitaswari Guritno and Rambun Tjajo led the transaction. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has also advised PT Perusahaan Listrik Negara, a state-owned electric utility company, in respect of a second global medium term notes (GMTN) program as a continuation of a program issued in September 2011. Both programs raised US$1 billion, the largest funds a company has ever raised in Indonesia to date. Partner Sri Indrastuti Hadiputranto led the transaction. Khaitan & Co has advised EIH Associated Hotels Ltd in respect of its US$20.15 million rights issue. EIH owns, manages and operates five star deluxe and five star hotels in major tourist destinations throughout India. EIH Associated Hotels is an associate company of EIH Ltd, the flagship company of The Oberoi Group, one of the largest and most well-known hospitality groups in India. Partner Vibhava Sawant acted on the transaction. Khaitan & Co has also advised Mahindra Satyam in respect of the launch of a joint venture in association with SBI Holdings Inc Japan. The joint venture is aimed at investing in information, communications and technology companies globally. The size of the proposed joint venture will be US$50 million with equal contribution from both parties. Mahindra Satyam is a leading global ICT company and is part of the Mahindra Group. Senior partner Ravi Kulkarni and partner Vaishali Sharma acted on the transaction. King & Wood Mallesons has acted as Australian counsel for joint lead underwriters Citigroup Global Markets Canada Inc and Macquarie Capital Markets Canada Ltd in respect of OceanaGold Corporation’s (Oceana) approximately C$93 million (US$93.8m) placement and prospectus offering of shares listed on the TSX and CDIs listed on the ASX. Oceana will use the net proceeds from the offer to reduce outstanding debt and to provide balance sheet and operating flexibility. Partners David Friedlander and David Eliakim led the transaction whilst Stikeman Elliott acted as Canadian counsel and Dorsey & Whitney acted as US counsel. Fasken Martineau acted as Canadian counsel, Allens Linklaters acted as Australian counsel and Sullivan Cromwell acted as US counsel for Oceana. Paul Hastings has represented COSCO Finance (2011) Ltd, a wholly-owned subsidiary of HKSE listed China COSCO Holdings Company Ltd, in respect of its issuance of credit enhanced US$-denominated bonds in the aggregate principal amount of US$1 billion. Payments in respect of the bonds have the benefit of an irrevocable standby letter of credit denominated in RMB and issued by Bank of China Ltd Beijing Branch. China COSCO has also provided certain undertakings under a keepwell deed. BOCI Asia Ltd acted as sole global coordinator, joint lead manager and joint bookrunner whilst The Hongkong and Shanghai Banking Corporation Ltd acted as joint lead manager and joint bookrunner. The bonds, which will mature in 2022, have an interest rate of 4 percent per annum. COSCO Finance plans to use the net proceeds of the bonds to on-lend to China COSCO’s offshore subsidiaries and affiliates for general corporate purposes. Partners Raymond Li, Vivian Lam and Christian Parker led the transaction. Paul Hastings has also represented Xinyuan Real Estate Co, a Beijing-based company that is listed on the NYSE, in respect of its US$54 million acquisition of a parcel of land at 421 Kent Avenue, Williamsburg, New York City. The site was acquired from an entity controlled by New York real estate investor Richard Kalikow. For its first development in the US, Xinyuan Real Estate Co plans to build a residential condominium building. Partner Eric Landau led the transaction. Rajah & Tann has acted as Singapore counsel to Beijing Capital Land Ltd (BCL) in respect of its subsidiary guarantor in connection with the RMB2 billion (US$321m) 7.6 percent guaranteed bonds due 2015 issued by its subsidiary, Central Plaza Development Ltd (CPD). The Beijing Capital Land group is a leading integrated property developer in China. The Hong Kong and Shanghai Banking Corporation Ltd (HSBC) and Goldman Sachs (Asia) LLC acted as joint lead managers whilst HSBC also acted as trustee. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 29 November 2012. Clifford Chance (Hong Kong) advised Central Plaza Development Ltd, BCL and subsidiary guarantors as to Hong Kong law whilst JunZeJun Law Offices advised CPD and BCL as to PRC law. Conyers Dill & Pearman advised CPD and subsidiary guarantors as to British Virgin Islands law whilst Clark Gittens Farmer advised a subsidiary guarantor as to Barbadian law. Linklaters advised the joint lead manager and trustee as to Hong Kong law whilst Commerce & Finance Law Offices advised the joint lead managers as to PRC law. Rajah & Tann is also advising Dragon Harbour Ventures Ltd in respect of its voluntary conditional cash offer for all the issued and paid-up ordinary shares in SGX listed China Farm Equipment Ltd, company which is principally engaged in the manufacture and sale of combine harvesters, plough machines and diesel engines. Based on the offer price of S$0.28 (US$0.23) per share, the offer values the target at S$67.76 million (US$55.6m). Partner Chia Kim Huat and Danny Lim led the transaction. Stamford Law Corporation is advising China Farm Equipment Ltd. Shearman & Sterling has advised Chinese real estate developer Future Land Development Holdings Ltd in respect of the HK$2.06 billion (US$265m) primary listing and global offering on the HKSE. Founded in 1996, Future Land is a leading property developer headquartered in Shanghai, China, focusing primarily on the development of quality residential properties and mixed-use complex projects. Future Land becomes the second real estate developer to complete the IPO on the HKSE so far this year. Partners Colin Law and Matthew Bersani led the transaction. Shearman & Sterling and Gilbert + Tobin have advised Sundance Resources Ltd in respect of the mining convention signed on 29 November 2012 by its subsidiary Cam Iron with the State of Cameroon concerning the Mbalam/Nabeba project. Located both in Cameroon (Mbalam) and Congo (Nabeba), the project, with a total value estimated over US$4.5 billion, is one of the largest and most complex integrated mining and transportation infrastructure projects in Africa to date. It will include the construction of a deep sea port terminal and more than 500 km railway to transport the iron ore extracted from the mine. The mining convention sets out the legal, tax, financial terms and conditions under which Cam Iron will develop and operate its mine, rail and port in Cameroon. Shearman & Sterling Paris and London based teams were led by partner Christophe Asselineau. Sundance Resources was jointly advised by Gibert + Tobin, led by partner Michael Blakiston. The Government of the Republic of Cameroon was advised by US firm Patton Boggs and French firm Gide Loyrette Nouel. Shook Lin & Bok has acted for UBS AG Singapore Branch, the independent financial advisor to the independent directors of Asia Pacific Breweries Ltd (APB), in respect of Heineken International BV’s (Heineken) mandatory unconditional cash offer for all the ordinary shares in the issued and paid-up capital of APB other than those already owned, controlled or agreed to be acquired by Heineken and its related corporations. The total consideration to be paid by Heineken for APB would be approximately S$7.9 billion (US$6.48m) at the close of the offer, if all the relevant APB shares are tendered in the offer. Partners Michelle Phang and Ho Ying Ming led the transaction. Shook Lin & Bok has also acted for Sengkang Mall Ltd in respect of the successful tender by Gemshine Investments (S) Pte Ltd, a joint venture company formed between Frasers Centrepoint Ltd and Prudential UK’s Asia Property Fund, for Sengkang Mall’s five special purpose vehicles which collectively own the 134 retail strata units comprising Compass Point shopping mall amounting to S$519 million (US$425.7m). The sale proceeds were used towards a full redemption of the S$201 million (US$164.8m) of senior bonds and S$134 million (US$110m) of junior bonds which were due in November 2012. This is one of the rare instances where a suburban shopping mall in Singapore is put up for sale. Partner Marilyn See led the transaction. Sullivan & Cromwell has represented Goldman Sachs in respect of its sale of 600 million ordinary shares of HKSE-listed Geely Automobile Holdings Ltd for a total purchase price of US$254 million. Partners Michael DeSombre and Robert Schlein led the transaction which was announced on 28 November 2012. Walkers has acted as Cayman Islands counsel to Shui On Land Ltd in respect of the issuance of US$500 million senior perpetual capital securities due 2017 by Shui On Development. The net proceed of US$488 million will be used for funding capital expenditures related to the group’s real estate operations and/or acquire, develop, construct or improve assets, real or personal property or equipment or repay existing indebtedness. Partner Ashley Davies led the transaction. Wong & Partners and Hadiputranto, Hadinoto & Partners and, Baker & McKenzie International’s member firms in Malaysia and Indonesia, respectively, have advised Fumakilla Ltd, a Japan-based chemical manufacturing company, in respect of the acquisition of a 70 percent equity interest in Technopia Sdn Bhd and a 70 percent equity interest in PT Technopia Jakarta, both subsidiaries of Bursa Malaysia listed Texchem Resources Berhad. The new partnership will involve the transfer of technology and the availability of financial and human resources from Fumakilla. Partner Munir Abdul Aziz led the Wong & Partners team in Malaysia whilst foreign legal consultant Mark Innis led the Hadiputranto, Hadinoto & Partners team in Indonesia. WongPartnership has acted for Willas-Array Electronics (Holdings) Ltd in respect of a joint venture with GMI Technology Inc to jointly invest in a new company, GW Electronics Company Ltd, for the purpose of, inter alia, engaging in the distribution of electronics components in the PRC and Hong Kong. Partners Mark Choy and Tan Sue-Lynn led the transaction. WongPartnership is also acting for the Singapore Branch of the Canadian Imperial Bank of Commerce in respect of the disposal of its Singapore based private wealth management business to the Singapore Branch of the Bank of Montreal. Partners Chan Sing Yee, Elaine Chan and Chua Sui Tong led the transaction. |
Deals – 29 November 2012
Allen & Gledhill is advising CapitaMall Trust Management Ltd, the manager of CapitaMall Trust, the largest listed REIT in Singapore, in respect of its private placement to raise gross proceeds of S$250 million (US$204.6m). Partners Jerry Koh, Chua Bor Jern and Teh Hoe Yue are leading the transaction.
Allen & Gledhill is also advising BOC Aviation Pte Ltd in respect of its establishment of a US$2 billion euro medium term note programme under which BOC Aviation may issue notes. Citigroup Global Markets Singapore Pte Ltd and The Hongkong and Shanghai Banking Corporation Ltd have been appointed as arrangers of the programme whilst BOCI Asia Ltd, Citigroup, DBS Bank Ltd, HSBC, JP Morgan (SEA) Ltd and Morgan Stanley Asia (Singapore) Pte have been appointed as initial dealers. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra are leading the transaction. Amarchand & Mangaldas & Suresh A Shroff Co has acted as Indian legal counsel to DISA Holding A/S in respect of its offer for sale of DISA India Ltd shares under the stock exchange mechanism to comply with the minimum public holding requirements in DISA India Ltd. ICICI Securities acted as broker to the seller in the transaction valued at around INR40 crores (US$7.2m) to INR45 crores (US$8.1m). Partner Kalpataru Tripathy led the transaction which closed on 20 November 2012. Amarchand & Mangaldas & Suresh A Shroff Co has also advised India Agri Business Fund Ltd and its employee trust REAL Trust in respect of their investment in Prabhat Dairy Private Ltd by way of a subscription of compulsorily convertible preference shares. The agreement provides for a co-investment by another private equity fund within the time frame stipulated in the agreement. Partner Raghubir Menon led the transaction which closed on 28 September 2012. Prabhat Dairy Private Ltd was advised by Crawford Bayley. AZB & Partners has advised PineBridge Investments Japan Co Ltd in respect of its acquisition of 100 percent of AIG Capital India Private Ltd. Pursuant to this acquisition, PineBridge indirectly acquired AIG Global Asset Management Company (India) Private Ltd (the asset management company of AIG Global Investment Group Mutual Fund (AIG Mutual Fund) and AIG Trustee Company (India) Private Ltd, the trustee company of AIG Mutual Fund) and is acting as the sponsor of AIG Mutual Fund which will be renamed as PineBridge Mutual Fund. Partner Shuva Mandal led the transaction which was completed on 5 October 2012. AZB & Partners is also advising Ergo International AG is respect of its proposed acquisition of 26 percent in the equity share capital of Avantha Ergo Life Insurance Company Ltd. Partner Rajendra Barot is leading the transaction which was signed on 1 November 2012. Baker & McKenzie International’s member firms in Singapore and Thailand have jointly advised United Overseas Bank through its wholly-owned subsidiary UOB Asset Management Limited on the acquisition of all the shares in ING Funds (Thailand) Company Limited. Partner Jon Worsfold led the transaction in Singapore and partner Theppachol Kosol led the charge in Thailand. Davis Polk has advised UBS AG Hong Kong Branch as the initial purchaser in respect of a US$125 million Regulation S only offering by China Aoyuan Property Group Ltd of its 13.875 percent senior notes due 2017. China Aoyuan is one of the leading property developers in Guangdong, China. It also has a strong presence in five major economic regions in the PRC, namely the Pearl River Delta, Yangtze River Delta, Bohai Rim, Beibuwan, and Central and Western China regions. Partners William F Barron and Paul Chow led the transaction whilst Haiwen & Partners advised as to PRC law. China Aoyuan Property Group Ltd was advised by Linklaters as to US and Hong Kong law, Guangxin Lawyers as to PRC law and Conyers Dill & Pearman as to Cayman Islands and British Virgin Islands law. Freshfields Bruckhaus Deringer has advised China Unicom (Hong Kong) Ltd in respect of its proposed acquisition of 100 percent equity interest in Unicom New Horizon Telecommunications Company Ltd from China United Network Communications Group Company Ltd through a wholly-owned subsidiary of China Unicom for approximately RMB12.17 billion (US$1.95b). Unicom New Horizon owns fixed-line telecommunications network assets in 21 provinces and cities in southern China. Completion of the acquisition is subject to the relevant PRC regulatory and shareholders approvals for the acquisition having been obtained and is expected to take place not later than 31 December 2012. China chairman Teresa Ko and partner Grace Huang led the transaction. Herbert Smith Freehills has advised BOCI Asia Ltd, Citigroup Global Markets Ltd and JP Morgan Securities plc as the joint lead managers in respect of the issuance of US$300 million 4.125 percent guaranteed notes due 2022 by China Taiping Capital Ltd, a wholly-owned subsidiary of China Taiping Insurance Holdings Company Ltd, an insurance conglomerate incorporated and headquartered in Hong Kong. Partners Jason Sung, Tommy Tong, Kevin Roy and Philip Lee led the transaction which closed on 21 November 2012. J Sagar Associates has advised Rico Auto Industries Ltd, an Indian listed company engaged in the manufacture and supply of auto components to customers globally, in respect of its exit from its joint venture with Continental AG, a German listed company engaged in the manufacture and supply of braking components and products for the automotive industry. Rico has divested its entire 50 percent stake in the joint venture, Continental Rico Hydraulic Brakes India Private Ltd, an Indian private limited company engaged in the manufacture and supply of components for hydraulic brake systems, to a group company of Continental AG. Partner Venkatesh Raman Prasad led the transaction. Vaish Associates, led by partner Bomi Daruwala, advised Continental AG and its affiliates involved in the transaction. Khaitan & Co has advised TT Krishnamachari & Co India (TTK) in respect of the acquisition of 49.87 percent stake of New Bridge Holdings BV in TTK-LIG Ltd. TTK manufactures and promotes consumer products and durables in the health and personal care sectors. Aside from the legal and regulatory aspects, the firm also advised on all the litigation in UK and India preceding the settlement. Partner Murali Neelakantan acted on the transaction. Khaitan & Co has also advised Avantha Holdings Ltd and Solaris Chemtech Industries Ltd in respect of the transfer of bromine and bromine chemicals division of Solaris Chemtech to the Indian subsidiary of Chemtura Corporation for US$141.65 million. The acquisition includes a well-established R&D centre and a multi-products facility in Gujarat. A part of the Avantha Group, Solaris Chemtech is India’s largest producer of bromine and bromine chemicals and technical grade phosphoric acid. Partner Bharat Anand acted on the transaction. Maples and Calder has acted as Cayman Islands counsel for Cayman Islands company Casablanca Group Ltd, one of the leading branded bedding products companies in the PRC and Hong Kong, in respect of its IPO and listing of 50 million shares with a par value of HK$0.10 (US$0.0129) each on the HKSE. The share will be priced at HK$2.00 (US$0.258) per ordinary share. The proposed listing involves a global offering by way of public offering in Hong Kong of 5,002,000 shares and an international placing of 44,998,000 shares (which include the shares to be issued pursuant to the exercise of the over-allotment option as defined in the prospectus). Casablanca is expected to raise approximately HK$59.7 million (US$7.7m). The sole global coordinator is Haitong International Securities Company Ltd. Partner Jenny Nip led the transaction whilst DLA Piper acted as HK counsel. Paul Hastings acted for the underwriters. Maples and Calder has also acted as Cayman Islands counsel to CIFI Holdings (Group) Co Ltd in respect of its IPO and listing on the HKSE. The issuer is expecting to raise approximately HK$2.07 billion (US$267m) by the issue of 1.255 billion shares (subject to adjustment and over allotment option) in its global offering. The net proceeds will be used for acquisitions of new projects or land for development in the PRC, repayment of bank borrowings and as working capital. Citigroup Global Markets Asia Ltd, Morgan Stanley Asia Ltd and Standard Chartered Securities (Hong Kong) Ltd are the joint sponsors and joint global coordinators in relation to the global offering. Partner Christine Chang led the transaction whilst Reed Smith, led by partner Ivy Lai, acted as Hong Kong counsel. Minter Ellison has acted for Texon Petroleum Ltd, an Australian-based oil and gas explorer and producer whose operations are primarily located in southern Texas, in respect of its agreed merger with Sundance Energy Australia Ltd, a South-Australian-based independent energy exploration company whose wholly owned US subsidiary, Sundance Energy Inc, is located in Denver, Colorado. Partners Bruce Cowley, Gary Goldman and Franki Ganter led the transaction whilst Baker Botts acted as US counsel. Sundance was advised by Sydney-based Johnson Winter & Slattery partners John Keeves and Richard McMullan and by Hogan Lovells partner Howard Boigon. Minter Ellison has also acted for ASX-listed Mayne Pharma Group Ltd in respect of its acquisition of Metrics Inc, a privately-owned, US-based developer and manufacturer of niche generic drugs and provider of contract development services to the pharmaceutical industry. The acquisition was funded by a A$65 million (US$68m) equity raising, comprising an accelerated non-renounceable entitlement offer and various conditional and unconditional placements, all underwritten by UBS and Credit Suisse, and a US$44.5m debt facility. Mayne Pharma, a specialty pharmaceutical company that develops and manufactures proprietary and generic products, has two manufacturing facilities based in South Australia and North Carolina, USA. Partners Nick Broome and Peter Kay led the transaction whilst Miller & Martin PLLC, led by partner Josef DeLisle, acted as US counsel. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, led by partner Martin Brinkley, advised Metrics Inc whilst Gilbert + Tobin advised the underwriters. Norton Rose has advised for the second time the Republic of Indonesia in respect of its establishment of a US$3 billion sukuk issuance program and the initial issuance of US$1 billion of sukuk under the program. The issuance, which closed on 21 November 2012, has a maturity of ten years, with periodic distributions of 3.3 percent per annum. The issuance was governed by English law and was offered under Rule 144A and Regulation S of the US Securities Act to a broad range of investors based inside and outside the US. The joint lead managers for the transaction were Deutsche Bank, HSBC and Standard Chartered Bank. Partner Ji Liu led the transaction. Paul Hastings has represented HKSE-listed China Everbright International Ltd in respect of its US$200 million term loan facilities provided by Asian Development Bank (ADB) to two wholly-owned subsidiaries of China Everbright. The financing is in the form of a direct US$100 million A-loan and a complementary B-loan of up to US$100 million, to be funded by commercial lenders with ADB acting as “lender on record”. Partners Raymond Li and Vivian Lam led the transaction. Rajah & Tann is acting for Koh Brothers Group Ltd in respect of its proposed subscription of 155 million new ordinary shares and 165 million new warrants to be issued by Metax Engineering Corporation Ltd. The consideration for the new shares is S$8.215 million (US$6.65m) and the consideration for the exercise of all the new warrants is S$8.745 million (US$7.16m). Completion of the transaction is subject to, the Security Industry Council having granted Koh Brothers and its concert parties a waiver of their obligation to make a mandatory general offer for the shares of Metax Engineering which are not owned, controlled or agreed to be acquired by them. Following the issue of the 155 million new shares, Koh Brothers will be the single largest shareholder of Metax Engineering holding an approximately 41 percent stake. In the event the 165 million new warrants are exercised, Koh Brothers’ shareholding in Metax Engineering will be increased to approximately 59 percent following the issue of the new shares pursuant to such exercise. Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 25 October 2012. Stamford Law Corporation is advising Metax Engineering. Simmons & Simmons in association with TMI Associates has advised Sealed Air Corporation in respect of its divestiture of its subsidiary Diversey GK, the Japanese market-leading provider of cleaning, sanitation and hygiene products and solutions, to funds advised by The Carlyle Group. The sale, with approximate gross proceeds of ¥30 billion (US$365m), closed on 15 November 2012. Sealed Air is a global leader in food safety and security, facility hygiene and product protection. In addition to the sale documentation, the firms advised on a number of complex spin-off arrangements arising out of the separation of Diversey GK from the Sealed Air group. These include the transfer and licensing of intellectual property, procurement, distribution, the joint servicing of customers, and information technology services. The arrangements are cross-border in nature and involve Sealed Air businesses on three continents and also featured a significant pre-sale reorganisation. Japan country head Jason Daniel, with partner Nobuyuki Watanabe, led the transaction. Carlyle was advised by Skadden, Arps, Slate, Meagher & Flom and Nishimura & Asahi. Slaughter and May is acting as the Hong Kong legal adviser to the 17 underwriters, including China International Capital Corporation, HSBC, Credit Suisse and Goldman Sachs, who are the joint sponsors, in respect of the global offering and listing of H shares of The People’s Insurance Company (Group) China Ltd (PICC) on the HKSE. PICC is seeking to raise up to approximately US$3.5 billion (or US$4 billion assuming full exercise of the over-allotment option). Founded in October 1949, PICC was the first nation-wide insurance company in the PRC and has developed into a leading large-scale integrated insurance financial group in the PRC. Dealings in the H shares of PICC on the HKSE are expected to commence on 7 December 2012. Partners Benita Yu and Lisa Chung led the transaction. Sullivan & Cromwell is representing Ally Financial Inc (US) in respect of the approximately US$4.2 billion sale of its operations in Europe and Latin America, as well as its share in a joint venture in China, to General Motors Financial Company Inc (US). Partners C Andrew Gerlach and Jay Clayton led the transaction which was announced on 21 November 2012. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised VLCC Health Care Ltd in respect of a cross-border acquisition of a majority shareholding interest in Wyann International (M) Sdn Bhd. VLCC is a market leader of the healthcare and wellness industry in the Asia Pacific region. Wyann is the holding company of the “Bizzy Body” and “Facial First” brands of beauty and wellness centres in Malaysia. Partner Munir Abdul Aziz led the transaction. WongPartnership has acted for Gemshine Investments (S) Pte Ltd, a joint venture company formed between entities linked to Prudential’s Asia Property Fund (APF) and Frasers Centrepoint Ltd, in respect of the financing of the S$519 million (US$424.7m) acquisition by Gemshine from Sengkang Mall Ltd of the entire issued share capital of the five companies that collectively own all of the strata units in Compass Point, a suburban shopping mall in Singapore. Partner Alvin Chia led the transaction. WongPartnership has also acted for Asia Systems Ltd, a newly-incorporated company of the Northstar Group, in respect of the acquisition of a controlling 50.05 percent stake in Nera Telecommunications Ltd (NeraTel) from Oslo Stock Exchange listed Eltek ASA and the mandatory unconditional cash offer for all the remaining ordinary shares in the issued and paid-up capital of NeraTel. The acquisition values the whole of NeraTel at about S$177.3 million (US$145m). Partners Ng Wai King, Andrew Ang and Milton Toon led the transaction. Stamford Law, led by Lean Min-tze and Elizabeth Kong, advised Eltek. |
Deals – 22 November 2012
Allen & Gledhill is advising k1 Ventures Ltd in respect of a voluntary conditional cash offer made by DBS Bank Ltd, for and on behalf of GKB Holdings Pte Ltd, for the issued and paid-up ordinary shares in the capital of k1 Ventures. Partners Andrew M Lim and Christopher Ong are leading the transaction which is valued at approximately S$292 million (US$238.4m).
Allen & Gledhill has acted as Singapore counsel for GuocoLeisure Ltd as the issuer, CIMB Bank Berhad as the arranger, and CIMB and HL Bank as the dealers, in respect of GuocoLeisure’s issue of a S$300 million (US$200m) multicurrency medium term note programme under which GuocoLeisure may issue notes from time to time. The Bank of New York Mellon Singapore Branch is the issuing and paying agent as well as the trustee under the programme. Partners Margaret Chin, Magdalene Leong and Daselin Ang led the transaction. Allens has acted as Australian counsel to a syndicate of 17 local and international lenders in respect of the provision of US$8.5 billion of project financing for the Australia Pacific LNG Project. A joint venture between Origin Energy, ConocoPhillips and Sinopec, the project is one of the largest LNG projects in Australia, and part of the first wave of coal seam gas to LNG projects in Queensland. It is expected to generate about 6,000 jobs in Australia during its construction phase, 1,000 Australian jobs during its operational life, and produce nine million tonnes of LNG per year. The project financing is the largest ever signed in Australia. Partner Phillip Cornwell led the transaction. Latham & Watkins acted as international counsel to the lenders whilst Sullivan & Cromwell acted as international counsel to the sponsors. Clayton Utz acted as Australian counsel for the borrower. Allens has also advised Main Roads Western Australia in respect of its program alliance agreement for the billion-dollar Gateway WA Perth Airport and Freight Access Project. Gateway WA, which is the largest infrastructure project ever undertaken by Main Roads WA, is driven by the need to meet rapid growth in Perth Airport’s passenger traffic and escalating road freight on the surrounding network. The project will also facilitate the eventual consolidation of Perth’s domestic and international airports. Partner Michael Hollingdale led the transaction. Amarchand Mangaldas has acted for Everstone Capital Advisors and Emerging India Fund (ICICI Fund) (EIF) in respect of the approximately INR1.24 billion (US$22.5m) private equity investment constituting 25.55 percent and 6.93 percent, respectively, of the share capital (on a fully diluted basis) in Sohanlal Commodities Management Private Ltd, a company engaged in warehousing and collateral management. The investment was a Series C round funding, where Everstone and EIF were the incoming investors and Mayfield FVCI LTD and Nexus India Direct Investments (II) were already existing shareholders who were participating in the fresh round of funding. With this funding, Sohanlal becomes India’s largest funded collateral management company, with the maximum number of institutional private equity investors as the shareholders. Partner S H Bhojani led the transaction which closed on 6 November 2012. Economic Laws Practice and Jyoti Sagar Associates advised Mayfield Fund Advisors and Sohanlal Commodities Management Private Ltd, respectively. AZB & Partners has advised News Corporation in respect of its acquisition of the entire partnership interest of ESPN in ESPN Star Sports through its wholly owned subsidiary. Partners Ajay Bahl, Sunil Agarwal, Shuva Mandal, Anil Kasturi and Samir R Gandhi led the transaction which closed on 8 November 2012. AZB & Partners is also advising Sintex Industries Ltd in respect of its issue of approximately US$140 million 7.5 percent foreign currency convertible bonds. Partner Varoon Chandra is leading the transaction which is expected to be completed on 28 November 2012. Baker & McKenzie has advised eBay, the world’s leading online marketplace, in respect of its strategic collaboration agreement with Xiu.com, a leading Chinese online fashion and luxury retailer, in relation to the development, establishment, operation and promotion of a co-branded retail service website in China, called eBay Style, which was launched on 12 November in Shenzhen. eBay Style (ebay.xiu.com) will connect Chinese online consumers to global products offered on eBay’s websites. Through this arrangement, Chinese consumers can access eBay’s global selection, with Xiu.com being responsible for handling all sales, logistics and customer service. As well as providing the platform for eBay Style, Xiu.com will be responsible for curating and translating the inventory from eBay with a product search and browsing experience suited to Chinese consumers. Xiu.com will also provide local returns and Chinese language customer service. Partner Howard Wu, with partners Pierre Chan and Alan Zoccolillo, led the transaction. Baker & McKenzie is also advising Oilfield Workforce Group Ltd in respect of its IPO which was announced on 15 November 2012. This transaction is a cross border listing on ASX by a Singaporean company, which provides services to the Australasian oil and gas industry. Partner Guy Sanderson is leading the transaction. Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised Dymon Asia Capital in respect of the formation of Dymon Asia Private Equity (DAPE) Fund. DAPE Fund aims to raise S$300 million (US$244.8m) and held its first closing with an initial S$203 million (US$165.6m) of commitments, comprising S$100 million (US$81.6m) from Heliconia Capital Management and an additional S$103 million (US$84m) from private investors. Partner Kelvin Poa led the deal. Clayton Utz has advised Australia Pacific LNG (APLNG) and its sponsors in respect of the successful close of the US$8.5 billion financing for APLNG’s liquefaction plant and facilities on Curtis Island. The transaction represents Australia’s largest ever project financing and the first time that the export finance arms of the United States and China (which together will contribute at least US$6 billion of debt) have co-operated on an Australian project. Partner Bruce Cooper led the transaction. Clifford Chance has advised Carrefour in respect of the sale of its 60 percent stake in Carrefour Indonesia for €525 million (US$673.43m) to its local partner, CT Corp, which will become Carrefour’s exclusive franchisee in the country. The deal is expected to close on January 2013, subject to the approval of the Indonesian anti-trust authorities. Partner Emma Davies, along with partner Peter Kilner, led on the transaction. Hadiputranto, Hadinoto & Partners, the member firm for Baker & McKenzie in Indonesia, advised on the Indonesian law aspects. Davis Polk has advised the underwriters, composed of Deutsche Bank AG Singapore Branch, Goldman Sachs International, JP Morgan Securities LLC, Morgan Stanley & Co International plc, UBS AG Hong Kong Branch, Daewoo Securities Co Ltd and US Bancorp Investments Inc, in respect of an SEC-registered Schedule B debt offering by KEXIM of US$1 billion aggregate principal amount of its 1.25 percent notes due 2015. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partners Eugene C Gregor and John D Paton led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Shin & Kim as to Korean law. Davis Polk has also advised Deutsche Bank AG Singapore Branch as the exclusive dealer manager in respect of a cash tender offer by China Oriental Group Company Ltd for up to US$200 million of its outstanding US$300 million 7 percent senior notes due 2017 and US$550 million 8 percent senior notes due 2015. China Oriental Group is an integrated iron and steel manufacturer in the PRC principally engaged in the production of H-section steel products, strips and strip products, cold-rolled sheets and galvanised sheets, and billets. Partners William F Barron and John D Paton led the transaction. China Oriental Group was advised by Sullivan & Cromwell (Hong Kong) as to US and Hong Kong law and by Conyers Dill & Pearman as to Bermudan law. Freshfields Bruckhaus Deringer has advised Beijing Jingneng Clean Energy Co Ltd in respect of its proposed acquisitions from its controlling shareholder, Beijing Energy Investment Holding Co Ltd, of 100 percent equity interests in Sichuan Dachuan Power Co Ltd and Sichuan Zhongneng Power Co Ltd for approximately RMB1.84 billion (US$295m). HKSE-listed Beijing Jingneng is a leading PRC state-owned clean energy company and currently operates a diversified clean energy portfolio whilst Sichuan Dachuan and Sichuan Zhongneng operate hydropower plants in Sichuan Province. The proposed acquisitions are expected to help Beijing Jingneng strengthen its hydropower business. Partner Richard Wang led the transaction. Freshfields Bruckhaus Deringer has also acted as Hong Kong counsel for Sunshine Oilsands in respect of its secondary listing on the Toronto Stock Exchange (TSX). Sunshine Oilsands is primarily focused on the development and production of oil sands within its leased area in the Athabasca oil sands region in Alberta, Canada. Sunshine Oilsands commenced trading on 16 November 2012 on the TSX. Sunshine Oilsands will neither raise additional funds nor issue any new shares in connection with the listing on the TSX, and it will maintain its primary listing on the HKSE. Teresa Ko and Ken Martin led the transaction. Gide Loyrette Nouel has advised Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank) in respect of a major IT agreement with Fidelity Information Services (FIS) for the provision of a sophisticated new banking platform. Under the Core Banking Solution Implementation Contract, FIS will deliver a new core banking platform to support VietinBank’s expanding consumer, corporate and international businesses, both in Vietnam and globally. VietinBank, which is listed on the Ho Chi Minh Stock Exchange, is one of Vietnam’s largest banks. FIS is one of the world’s largest providers of banking and payments technologies. Partner Thierry Dor led the transaction. Hadiputranto, Hadinoto & Partners, Baker & McKenzie’s member firm in Indonesia, has advised Marubeni Corporation, and PT Supreme Energy Rantau Dedap (SERD), a special purpose company established by Marubeni Corporation, PT Supreme Energy and GDF Suez SA as the sponsors, in respect of the development of the Rantau Dedap geothermal power plant project in the South Sumatra Province of Indonesia. The sponsors entered into a Power Purchase Agreement (PPA) for 30 years with the Indonesian state-owned electricity utility, PT PLN (Persero) (PLN) in respect of the development. SERD will develop the geothermal resources in the Rantau Dedap area and construct a geothermal power plant with a generating capacity of 220MW. Luke Devine led the transaction. Jones Day has acted as international legal counsel to the placement agents, composed of Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd, Deutsche Equities India Private Ltd, HSBC Securities and Capital Markets (India) Private Ltd and JM Financial Institutional Securities Private Ltd, in respect of the US$160 million qualified institutional placement of equity shares of Mahindra and Mahindra Financial Services Ltd (MMFSL), under section 4(2) and Regulation S of the Securities Act, 1933, which was launched on 7 November 2012 and was completed on 16 November 2012. Mahindra and Mahindra Financial Services Ltd, a subsidiary of Mahindra & Mahindra Ltd, is one of India’s leading non-banking finance companies. Partner Manoj Bhargava led the transaction whilst Amarchand & Mangaldas & Suresh A Shroff & Co, led by partner Yash J Ashar, acted as domestic counsel. Khaitan & Co, led by partner Nikhilesh Panchal, acted as the domestic counsel to MMFSL. K Law has advised Larsen & Toubro Ltd in respect of the proposed sale of its medical equipments’ division to Skanray Healthcare Private Ltd. The product range of this division comprises patient monitors, ECG machines, syringe pumps, anaesthesia delivery systems, ventilators, defibrillators, cardiac resuscitation systems, ultrasound and colour Doppler imaging, X-ray and C-Arm image intensifiers, hospital turnkey projects, telemedicine solutions and speciality ambulances. Skanray is a Mysore based company engaged in the business of diagnostic imaging products and primary healthcare devices. Partner Naina Krishna Murthy, with partner Praveen Raju, led the transaction. Skanray was represented by DSK Legal. Khaitan & Co has advised Yazaki Corporation in respect of its strategic 100 percent buyout of Tata AutoComp Systems Ltd, its existing joint venture partner in Tata Yazaki Autocomp Ltd. The transaction also involved detailed advice on buyout strategies to be implemented by Yazaki Corporation. Yazaki Corporation, founded in 1941, serves the global automotive market with wiring harness and related components. It is the world leader in the wiring harness business and has offices across all major geographies. Partners Haigreve Khaitan and Zakir Merchant led the transaction. Khaitan & Co has also advised TV18 Broadcast Ltd in respect of its rights issue for approximately US$505 million. TV18 Broadcast Ltd is a part of the Network18 Group, operating one of India’s popular television broadcasting networks. Partner Vibhava Sawant acted on the transaction. Latham & Watkins has represented the bondholders in respect of the restructuring of GTL Infrastructure Ltd’s foreign currency convertible bonds due 2012, resulting in their exchange for new two new series of convertible bonds due 2017 with an aggregate principal amount of US$319 million. GTL, with its subsidiary, is the largest independent telecommunications tower company in India, by number of towers owned. Partners Keith Halverstam, Roger Schwartz, Lene Malthasen and Rajiv Gupta led the transaction. Amarchand Mangaldas, led by partners Gunjan Shah and Pranav Sharma, acted as Indian legal counsel. Nishith Desai Associates has advised Bennett Coleman and Company Ltd, Times Internet Ltd, a Times Group company, and the Times Group in respect of Times Internet’s sale of its majority stake in TimesofMoney Ltd, its digital payment service providing subsidiary, to Network International LLC, a leading provider of digital payment solutions in the Middle East and Africa. This is the first transaction of the Times Group in the financial technology sector. Norton Rose in Bangkok has advised Total Access Communication Company Ltd (dtac), Thailand’s second largest mobile operator, in respect of its acquisition of β30 billion (US$1b) unsecured credit facilities from Bangkok Bank Public Company Ltd and a β10 billion (US$330m) unsecured term loan from a club of Japanese banks, consisting of The Bank of Tokyo-Mitsubishi UFJ Ltd Bangkok Branch, Mizuho Corporate Bank Ltd Bangkok Branch and Sumitomo Mitsui Banking Corporation Bangkok Branch. The proceeds will be used mainly for funding a fee for the license to operate 3G mobile services on the 2.1GHz spectrum, to be awarded to dtac’s wholly owned subsidiary DTAC Network Co Ltd, following the successful auction for the license and subsequent development of the 3G mobile network. Tassanai Kiratisountorn led the transaction. Paul Hastings has represented HKSE-listed China SCE Property Holdings Ltd (China SCE) in respect of its issue of US$200 million 11.5 percent senior notes due 2017. China SCE is a leading property developer based in China’s Fujian province. Deutsche Bank and HSBC were the joint lead managers and joint book-runners and Deutsche Bank Trust Company Americas acted as trustee. Partner Raymond Li led the transaction. Maples and Calder, led by partner Jenny Nip, acted as British Virgin Islands and Cayman Islands counsel whilst Jingtian & Gongcheng Attorneys at Law acted as PRC counsel. Davis Polk advised Deutsche Bank AG Singapore Branch and The Hongkong and Shanghai Banking Corporation Ltd as initial purchasers whilst King & Wood Mallesons acted as PRC counsel. Rajah & Tann has advised AXA in respect of in its acquisition, through a sale by bidding, of the general insurance (GI) business of the HSBC group in a global deal covering an exclusive 10-year bancassurance agreement with the AXA group as the exclusive provider of GI products distributed by HSBC group companies in Singapore, Hong Kong, Indonesia, India and China. The total deal value is approximately US$494 million. Partners Serene Yeo, Cheng Yoke Ping and Elaine Tay led the transaction which was completed on 5 November 2012. Linklaters also advised the purchaser whilst Clifford Chance and Selvam LLC advised the seller. Rodyk & Davidson has acted for Amsterdam based brewer Heineken International BV in respect of its notification application to the Competition Commission of Singapore (CCS) pursuant to section 57 of the Competition Act (Cap. 50B).The notification application was in relation to the acquisition of up to the entire issued and outstanding ordinary share capital of Asia Pacific Breweries Ltd (APB) and Asia Pacific Investment Pte Ltd (APIPL). A favourable decision was issued by the CCS on 5 November 2012. The CCS found that the transaction, if carried into effect, will not infringe on the section 54 prohibition of the Act. Heineken has accordingly satisfied the condition of obtaining a favourable decision from the CCS pursuant to the closing of the transaction. Obtaining the approval from the CCS will bolster Heineken’s presence in crucial growth markets in developing Asia. Partner Gerald Singham, with partner Mark Tan, led the transaction which is considered as one of the most significant M&A deals in South-East Asia with a total consideration of approximately S$8.1 billion (US$6.6b). Shook Lin & Bok has acted as Singapore counsel for RHB Capital Bhd (RHBCap) in respect of its acquisition of 100 percent equity interest in OSK Investment Bank Bhd from OSK Holdings Bhd for approximately RM1.95 billion (US$637m) which was satisfied by RM147.5 million (US$23.7m) in cash and the issuance of 245 million new ordinary shares in RHBCap at an issue price of RM7.36 (US$1.18) per share. This merged entity is considered one of the largest stockbroking firms and investment banks (if not the largest) by assets in Malaysia. Partners David Chong and Ho Ying Ming led the transaction. Stamford Law is acting as lead legal advisor to Fraser & Neave Ltd (F&N) in respect of what is considered the largest-ever M&A deal in Southeast Asia, with an Overseas Union Enterprise Ltd (OUE)-led consortium launching a US$10.7 billion bid for F&N on 15 November 2012. The consortium is offering S$9.08 (US$7.41) per share for F&N, trumping the earlier TCC Assets offer of S$8.88 (US$7.25) a share. TCC Assets is a special purpose vehicle owned by Thai billionaire Charoen Sirivadhanabhakdi and his wife. Moreover, Japan’s Kirin Holdings – which holds approximately 14.8 percent stake in F&N – have thrown its support for the OUE offer, subject to certain conditions. If the OUE offer triumphs, this will lay the foundation for the F&N conglomerate to be broken up, with Kirin indicating that they will offer to buy F&N’s food and beverage business for S$2.7 billion (US$2.2b), and the remainder of F&N’s businesses being retained by OUE, including the property business. The OUE offer comes on the heels of Heineken’s successful takeover of Asia Pacific Breweries Ltd (APB), a subsidiary of F&N. Partners Min-tze Lean and Lian Seng Yap are leading the transaction. Stamford Law has also advised Metech International Ltd in respect of its proposed S$4 million (US$3.26m) acquisition of Tonkin Recycling Pte Ltd, a company holding 100 percent interest in a China-based sludge treatment business through a wholly-owned foreign enterprise. Partner Bernard Lui led the transaction. Watson, Farley & Williams’ Singapore office has advised Standard Chartered Bank in respect of the second and final drawdown under the £53 million (US$84.5m) loan facility to three wholly owned subsidiaries of the UK company Bibby Offshore Ltd, part of Bibby Line Group, in what is Standard Chartered Bank’s second ship finance deal with the UK ship owner in as many years. The second drawdown under the facility was used to finance the purchase of a diving support vessel Bibby Polaris from Toisa Ltd. The purchase of the vessel gives the company 100 percent ownership of one of a small number of high specification DPIII North Sea class DSVs and will join Bibby Offshore’s international fleet which now consists of five subsea support vessels, including the most modern fleet of DSVs in the North Sea. Partner Mehraab Nazir led the transaction. Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Carrefour, the operator of the hypermarket chain in Malaysia, through its subsidiaries, Magnificient Diagraph Sdn Bhd and Carrefour Malaysia Sdn Bhd, in respect of the disposal of its entire Malaysian operations to Japan listed AEON Co Ltd (AEON) at an enterprise value of €250 million (US$320.4m). Partners Adeline Wong and Munir Abdul Aziz led the transaction, working with Baker & McKenzie Paris on the tax aspects and Clifford Chance as international counsel on the acquisition elements. WongPartnership has acted for Serina Wee, the former finance director of City Harvest Church, Singapore, in respect of 10 charges – six charges for conspiracy to commit criminal breach of trust and four for conspiracy to falsify accounts. The prosecution alleges that various persons conspired to use some S$24 million (US$19.6m) in church funds for unauthorised uses, and then a further sum of over S$26 million (US$21.2m) to cover up the earlier transactions. Partner Andre Maniam acted on the matter. WongPartnership is also acting for Harry’s Holdings Ltd in respect of the voluntary conditional cash offer by F&B Asia Ventures Ltd, a special purpose vehicle and subsidiary of Everstone Capital Partners II LLC, for all the issued and paid-up ordinary shares in the capital of the company. Partners Andrew Ang and Chan Sing Yee led the transaction. |