Allen & Gledhill has advised DBS Bank Ltd, as the arranger, issuing and paying agent, agent bank and paying agent, and DBS Trustee Ltd, as the trustee, in respect of Semenyih Inc and Ngo Chew Hong Industries Pte Ltd’s issue of a S$800 million (US$654.6m) guaranteed multicurrency medium term note programme which will be unconditionally and irrevocably guaranteed by Mewah International Inc. Under the programme, the issuers may issue notes from time to time. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.
Allen & Gledhill has also advised Neptune Orient Lines Ltd in respect of its issue of S$300 million (US$245.5m) 4.4 percent notes due 2019 under its US$1.5 billion euro medium term note programme. DBS Bank Ltd was the global coordinator and DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation and Standard Chartered Bank were the joint lead managers for the issue. Partners Tan Tze Gay and Bernie Lee led the transaction. Allen & Overy has represented the lenders in respect of MGM China Holding Ltd’s amended and restated Hong Kong dollar denominated senior credit facilities agreement, in respect of facilities in an aggregate principal amount equivalent to US$2 billion. The extended facilities will include a US$550 million equivalent term loan and a US$1.45 billion equivalent revolving credit facility. MGM China Holdings Ltd, a 51percent-owned subsidiary of MGM Resorts International, owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai. Partner Roger Lui led the transaction. Allens has advised AMP Capital in respect of the hand-back of the Emergency Alerting System PPP Project to the Victorian State Government. The project, which signed in 2005, is a multi-agency initiative to equip emergency services personnel throughout Victoria with alerting devices. The system comprises 228 sites with transmission equipment to manage emergency messaging to more than 40,000 emergency services personnel in organisations such as the Country Fire Authority, Ambulance Victoria and the State Emergency Service. Partners David Donnelly and David McLeish led the transaction. Minter Ellison advised the State of Victoria. Allens has also advised Evolution Mining Ltd in respect of a A$200 million (US$207.8m) unsecured corporate facility provided by Macquarie Bank and ANZ. Evolution Mining owns and operates four gold and silver mines throughout Australia and is currently developing a fifth mine at Mount Carlton, 150km south of Townsville. With production of 346,979 ounces of gold in the 2012 financial year, global ore reserves of 2.92 million ounces of gold and mineral resources of 6.15 million, it is anticipated that Evolution Mining will be among the fastest-growing Australian mid-cap gold miners in 2013. Partner Phillip Cornwell led the transaction. King & Wood Mallesons advised the lenders. Amarchand & Mangaldas & Suresh A Shroff Co has advised MakeMyTrip Ltd in respect of its acquisition of the Hotel Travel Group (an overseas group of companies engaged in online travel booking and reservation services business) through purchase of 100 percent of the shareholding of its two BVI and Malaysia based parent companies from the promoters. Partner Vidyut Gulati led the transaction which closed on 6 November 2012. ILCT Advocates & Solicitors and Axis Legal advised Hotel Travel Group. Amarchand & Mangaldas & Suresh A Shroff Co has also advised Gruner+Jahr, one of Europe’s leading publishing houses, in respect of the acquisition by its Indian subsidiary Networkplay of the 79 mobile ad network business of VUN Digital Private Ltd on a slump sale basis. Partner Vidyut Gulati also led the transaction which closed on 5 November 2012 whilst DLA Piper Hamburg acted as domestic advisors. InduLaw advised VUN Digital Private Ltd. Appleby has acted as Bermuda counsel for HKSE-listed Li & Fung Ltd, a leading global supply manager for brands and retailers, in respect of the issuance of US$500 million hybrid securities. The notes were listed on the SGX-ST with Citigroup and HSBC acting as joint lead managers. Proceeds from the securities issuance will be used primarily for business development and acquisitions by Li & Fung. Partner Jeffrey Kirk led the transaction whilst Clifford Chance acted as counsel. Linklaters acted as counsel for the joint lead managers. AZB & Partners has advised Wells Fargo Bank, National Association, United States of America in respect of a Euler Hermes-supported external credit borrowing extended to SKAPS Industries India Private Ltd. Partner Yashwant Mathur led the transaction which was completed on 31 October 2012. Baker & McKenzie has advised the joint book-runners, (composed of Guotai Junan Securities (Hong Kong) Ltd, Wing Lung Bank Ltd, CCB International Capital Ltd, China International Capital Corporation Hong Kong Securities Ltd and Haitong International Securities Company Ltd), and DB Trustees (Hong Kong) Ltd, as the trustee, in respect of the issuance by HKSE-listed China ITS (Holdings) Co Ltd of RMB210 million (US$33.7m) 10 percent guaranteed bonds due 2015 listed on the HKSE. China ITS is a leading transportation infrastructure technology solutions and services provider in China, with expressway projects in nearly 30 PRC provinces. Partners Brian Spires, Simon Leung and Andrew Lockhart led the transaction. Clayton Utz has advised ASX listed Ridley Corporation Ltd in respect of its acquisition of BPL Melbourne Pty Ltd from the Baiada poultry group for A$77 million (US$80m). Ridley Corporation is Australia’s largest provider of high performance animal nutrition solutions and value-added solar salt. Its acquisition of BPL Melbourne, Victoria’s leading renderer of poultry and mammalian waste products, further positions Ridley Corporation in this growing industry segment. Partner Michael Linehan led the transaction which was announced on 9 November 2012. Clifford Chance has advised the underwriters JP Morgan and Mandiri Sekuritas in respect of Indonesian taxi company PT Expresso Transindo Utama Tbk’s US$61 million IPO. Approximately 1.051 billion shares were priced at US$0.058 per share on the Indonesia Stock Exchange. PT Expresso Transindo currently operates a fleet of 7,000 units of regular taxis and will use the IPO proceeds to reach its target of 8,000 units by the year end, representing 15,000 cabs. Established in 1989, PT Expresso Transindo today controls approximately a 19 percent share of the taxi market in Indonesia. Partner Raymond Tong led the transaction, assisted by partner Johannes Juette. Clifford Chance has also advised Malaysia-based SapuraKencana Petroleum Berhad, one of the world’s largest integrated oil and gas services and solutions providers, in respect of the integration of its tender rig business with that of offshore deepwater drilling company Seadrill Ltd for an enterprise value of US$2.9 billion. The parties entered into a non-binding memorandum of understanding to combine and integrate both companies’ tender rig businesses, creating the world’s leading tender rig operator. SapuraKencana will take over the rigs under the new business structure. The 15 operating rigs to be acquired include an additional three units currently under construction. The operating rigs are currently contracted under long-term fixed price contracts with companies including Chevron, Shell, PTT EP and Petronas Carigali. Partner Lee Taylor led transaction. Colin Ng & Partners has acted for Reed Exhibitions in respect of the establishment of a joint venture company with leading Indonesian MICE, travel and hospitality specialist Panorama Group. The joint venture company, PT Reed Panorama Exhibitions (RPE), is based in Jakarta and has developed a robust business plan to launch selected B2B trade shows that fit the needs of the rapidly emerging Indonesian economy. Partner Lisa Theng led the transaction. Herbert Smith Freehills has advised China National Offshore Oil Corporation (CNOOC) in respect of its entry into a Heads of Agreement (HOA) with BG Group for the acquisition of major interests in the Queensland Curtis LNG (QCLNG) project in Australia for A$1.93 billion (US$2b) and the sale of liquefied natural gas (LNG) from BG Group’s global LNG portfolio. Fully-termed transaction agreements are expected to be executed in the first half of 2013 and, upon closing, CNOOC will reimburse BG Group for its share of QCLNG project capital expenditures incurred from 1 January 2012. The agreement involves the purchase of an additional 40 percent interest in the first production train of the QCLNG project, increasing CNOOC’s ownership of the facility from 10 percent to 50 percent, as well as other acquisition of equity interest in a number of upstream tenements. Under the LNG sale agreement, CNOOC will receive 5 million tonnes per annum (mtpa) of LNG from BG Group for 20 years beginning in 2015, sourced from the BG Group’s global LNG portfolio. In addition to the 3.6 mtpa LNG sale agreement signed between the two energy conglomerates in 2010, on which the firm also advised, BG Group will supply a total of 8.6 mtpa of LNG over a 20-year period to CNOOC. Partners Hilary Lau and Stuart Barrymore led the transaction. Jones Day has advised GTL Infrastructure Ltd in respect of the restructuring of its zero coupon convertible bonds due 2012. The transaction, structured as an exchange offer of the existing bonds with two new series of convertible bonds, was the largest convertible bond restructuring for an Indian company. GTL Infrastructure, together with its subsidiary, is the largest independent telecommunications tower company in India, by number of towers owned. GTL Infrastructure restructured US$319.3 million of its outstanding zero coupon convertible bonds due 2012 (including the underlying redemption premium), pursuant to a cashless exchange offer for US$111.7 million of zero coupon compulsorily convertible bonds due 2017 and US$207.6 million of interest bearing convertible bonds due 2017. The exchange offer was completed after receipt of the requisite approvals from the CDR lenders and the Reserve Bank of India and the bondholder vote on 8 November 2012. Partner Manoj Bhargava, with partners Giles Elliott, Joe Bauerschmidt and Sebastian Orton, led the transaction whilst Wadia Ghandy, led by partner Fariyal Tahseen, advised on Indian law matters. The trustee was advised by Clifford Chance, led by partner Rahul Guptan, and certain bondholders by Latham & Watkins, led by foreign legal consultant Scott Calver, and Amarchand Mangaldas, led by partner Gunjan Shah. Khaitan & Co has advised Network18 Media & Investments Ltd in respect of its rights issue for approximately US$ 504 million. The Network18 is a media and entertainment company and is the flagship company of the Network18 Group with interests in television, internet, films, e-commerce, magazines, mobile content and allied businesses. Partner Vibhava Sawant acted on the matter. Khaitan & Co has also advised State Bank of India as the lead bank, ICICI Bank Ltd and other CDR lenders forming part of the working capital consortium in respect of the renewal and enhancement of the existing working capital limits from INR12.77 billion (US$221.4m) to INR16.3 billion (US$296.6m) under the corporate debt restructuring process to IL&FS Engineering & Construction Company Ltd. Partner Shishir Mehta acted on the matter. King & Wood Mallesons has acted as Australian counsel for diversified mining and services group AUSDrill Ltd and its subsidiary, AUSDrill Finance Pty Ltd, in respect of the issue of US$300 million 6.875 percent senior unsecured notes due 2019 which closed in New York on 12 November 2012. The notes were offered to qualified institutional buyers in the United States pursuant to Rule 144A and Regulation S. The net proceeds of the notes issue will be used to repay existing indebtedness under AUSDrill’s A$550 million (US$571.5m) syndicated bank facility entered into on October 2012 (on which the firm also advised) and for general corporate purposes. Partner Nicholas Creed led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Shearman & Sterling and Allens Linklaters acted for the joint lead managers and joint book-runners as US and Australian counsel, respectively. Latham & Watkins has advised ICICI Securities Ltd and RBS Equities (India) Ltd, as managers, in respect of the simultaneous rights offerings by India-based media and entertainment company Network18 Media & Investments Ltd (Network18) and its subsidiary, TV18 Broadcast Ltd (TV18). Network18 issued approximately 899.9 million equity shares with a total value of US$511.62 million and TV18 issued approximately 349.5 million equity shares at US$503.61 million. Partner Rajiv Gupta led the transaction. Maples and Calder has acted as Cayman Islands counsel to China Mass Media Corp (CMM Corp), a Cayman Islands company engaged in the television advertising business in China, in respect of its take private by way of merger with CMM Holdings Ltd, a Cayman Islands company which is wholly owned by China Mass Media Holdings Ltd, a Cayman Islands company which in turn is beneficially owned by Shengcheng Wang. The deal value was approximately US$3.6 million. As a result of the merger, CMM Holdings merged with and into CMM Corp, with CMM Corp surviving the merger as a privately held wholly owned subsidiary of China Mass Media Holdings. Partner Jenny Nip led the transaction. Shearman & Sterling acted as US legal advisor to the special committee. DLA Piper acted as US legal advisor to Shengcheng Wang. Shook Lin & Bok has acted for CapitaLand Ltd in respect of the establishment of its first value housing closed-end private equity fund, CapitaLand China Value Housing Fund (CCVHF), for investment in value housing developments in China with a capital of US$215 million. Partners Tan Woon Hum and Andrea Ng led the transaction. Simmons & Simmons, in association with TMI Associates, has advised Japanese technological firm Kuroda Precision Industries in respect of its acquisition of the Jena Tec division of Avingtrans Plc. Kuroda is a designer and manufacturer of precision components and systems, including ball screws, press tools, gauges, tool holding system, machine tool and measuring systems. With operations in Germany, the UK, USA and China, Jena Tec designs and manufactures high quality precision ballscrews, spindles and linear motion actuation system, supplying the machine tool, automation and medical industries throughout Europe and North America. The acquisition is the first cross-border M&A transaction for Kuroda. TMI partner Nobuyuki Watanabe and Simmons & Simmons Japan country head Jason Daniel and partner Ed Baker led the transaction. Walkers has acted as Cayman Islands counsel to Soho China Ltd in respect of the issuance of US$600 million 5.75 percent senior notes due 2017 and US$400 million 7.125 percent senior notes Due 2022. Partner Kristen Kwok led the transaction which closed on 7 November 2012. Sidley Austin advised as to US, Hong Kong and English law, Zhong Lun Law Firm as to PRC law, MdMe as to Macau law, Lex Carribean as to Barbados law and Norton Rose also advised on the transaction. Davis Polk & Wardwell, led by partners William F Barron and John D Paton, advised the initial purchasers composed of The Hongkong and Shanghai Banking Corporation Ltd, Morgan Stanley & Co International plc, Standard Chartered Bank, Barclays Bank PLC and Goldman Sachs (Asia) LLC whilst Commerce & Finance Law Offices advised as to PRC law. Weerawong, Chinnavat & Peangpanor has represented WHA Corporation Pcl, a leading developer of logistics centers, in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand. The company listed and started trading on 8 November 2012 with an initial market capitalization price of β6.76 billion (US$218m). Of the 510 million listed shares, 380.6 million were existing and 129.4 million newly-issued. Siam Commercial Bank Pcl acted as financial advisor, Kasikorn Securities Pcl as financial advisor and underwriter, while SCB Securities Co Ltd was also an underwriter. Partner Kudun Sukhumananda led the transaction. Weil, Gotshal & Manges has represented Providence Equity Partner (PEP) in respect of a definitive agreement with leading Chinese language Internet search provider Baidu Inc, pursuant to which Baidu will purchase shares of iQiyi.com (iQiyi) held by PEP. Upon completion, Baidu will have a substantial majority stake in iQiyi, the first online video platform in China to focus exclusively on fully licensed, high-definition and professionally-produced content. Upon completion of the transaction, iQiyi will be consolidated into Baidu’s financial statements. iQiyi will continue to operate as a separate brand with its existing management team. Partner Anthony Wang led the transaction which is expected to close before the end of the year, subject to customary closing conditions. WongPartnership has acted for the Canadian Imperial Bank of Commerce Singapore branch in respect of the transfer of its private wealth management business to the Bank of Montreal Singapore branch, pursuant to Sections 55B and 55B of the Banking Act, Chapter 19 of Singapore. Partners Elaine Chan, Chua Sui Tong, Chan Sing Yee and Cornelia Fong led the transaction. WongPartnership has also acted for the Singapore Medical Council in respect of two charges of professional misconduct under the Medical Registration Act against Dr Gerrard Teoh, a haematologist, in relation to recommending and administering a VELCADE-based targeted therapy (i.e. Rituximab, Velcade, Dexamethasone, Thalidomide, Zometa), which was not appropriate and not a generally accepted method of treatment by the medical profession in the treatment of advanced diffuse large B-cell lymphoma. Partners Melanie Ho and Chang Man Phing acted on the matter. |
Deals – 15 November 2012
Deals – 27 September 2012
Allen & Gledhill has acted as Singapore law counsel for CapitaLand Treasury Ltd and CapitaLand Ltd in respect of the issue by CapitaLand Treasury Ltd of US$400 million 4.076 percent notes due 2022 under its S$5 billion (US$4b) euro medium term note programme. The notes will be unconditionally and irrevocably guaranteed by CapitaLand Ltd. DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan (SEA) Ltd and Morgan Stanley Asia (Singapore) Pte were the joint lead managers for the issue. Partner Tan Tze Gay led the transaction.
Allen & Gledhill has also advised Ascendas Hospitality Fund Management Pte Ltd (Ascendas Fund), as manager of Ascendas Hospitality Real Estate Investment Trust, Ascendas Hospitality Trust Management Pte Ltd (Ascendas Trust), as trustee-manager of Ascendas Hospitality Business Trust, and Ascendas Land International Pte Ltd (Ascendas Land), as sponsor of Ascendas Hospitality Trust (A-HTRUST), in respect of the issue by Ascendas Fund and Ascendas Trust of approximately 803 million stapled securities in A-HTRUST to raise gross proceeds of approximately S$581.3 million (US$471.86m), assuming the over-allotment option is fully exercised. Ascendas Land is a wholly-owned subsidiary of Ascendas Pte Ltd. Partners Jerry Koh, Foong Yuen Ping and Teh Hoe Yue led the transaction. AZB & Partners has advised Tata Steel Ltd in respect of its voluntary open offer to acquire approximately 14.65 million equity shares from the equity shareholders of The Tinplate Company of India Ltd at an offer price of INR60 (US$1.12) per equity share. The open offer was successfully accepted by the equity shareholders of the target pursuant to which approximately 14.65 million equity shares were acquired by Tata Steel Ltd, thereby increasing its stake in the target from 59.44 percent to 73.44 percent. Partners Shameek Chaudhuri and Varoon Chandra led the transaction which was valued at approximately US$16 million and was completed on 3 September 2012. Clifford Chance has advised Pfizer Inc in respect of its pharmaceutical manufacturing and distribution joint venture with SSE-listed Zhejiang Hisun Pharmaceutical, a leading pharmaceutical company in China. The companies have established a new pharmaceutical JV for the development, production and sale of high quality branded generic drugs for patients in China and global markets. Hisun will own 51 percent and Pfizer will own 49 percent. Each party will contribute select existing products, manufacturing sites, cash and other relevant assets. The JV will be named Hisun-Pfizer Pharmaceuticals Co Ltd. Partner Emma Davies led the deal. Clifford Chance has also advised Sinopharm Group Hongkong Co Ltd, a wholly-owned subsidiary of China National Pharmaceutical Group Corporation, in respect of a US$332 million voluntary conditional cash offer for HKSE-listed Winteam Pharmaceutical Group Ltd. Under the transaction, Sinopharm will purchase 19.9 percent of the shares from the existing controlling shareholders of Winteam. Partner Amy Lo led the deal whilst the acquisition financing team was led by partner Maggie Lo. CMS Hasche Sigle has advised Funkwerk AG in respect of the sale of its subsidiary Funkwerk Dabendorf GmbH to the novero Group with effect from 1 October 2012. The subsidiary handles the key operations of the Automotive Communication division. The business premises belonging to Funkwerk Dabendorf GmbH in Dabendorf/Zossen and the company’s 100 percent share in Funkwerk eurotelematik GmbH are not included in the sale which is subject to suspensive conditions which are likely to be satisfied in October 2012. Partner Eckhart Braun led the transaction. CMS Hasche Sigle has also advised EnBW Erneuerbare Energien GmbH in respect of its acquisition of a wind farm with eight turbines and total output of 16 MW from Ventotec GmbH. The wind farm is located in Neuruppin-Dabergotz in the Federal State of Brandenburg. Construction work is expected to start shortly, with commissioning scheduled for the early part of 2013. Once operational, the wind farm will feed electricity into the public power grid via its own distribution substation. EnBW and Ventotec will continue to work together during the operating phase, after construction of the wind farm has been completed. Partner Dr Jochen Lamb led the transaction. Davis Polk has advised the underwriters (composed of Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, The Korea Development Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co International plc) in respect of a Schedule B debt offering by Korea Finance Corporation of US$500 million of its 2.25 percent notes due 2017. Partners Eugene C Gregor and John D Paton led the transaction. Korea Finance Corporation was advised by Cleary Gottlieb Steen & Hamilton as to US law and Kim & Chang as to Korean law and Hong Kong law, by Haiwen & Partners as to PRC law and by Conyers Dill & Pearman as to BVI law. Davis Polk has also advised Goldman Sachs (Asia) LLC, Morgan Stanley & Co International plc, CCB International Capital Ltd and Mizuho Securities Asia Ltd as initial purchasers in respect of the US$500 million Regulation S offering by Sinopec Group Overseas Development (2012) Ltd, a wholly owned subsidiary of China Petrochemical Corporation, of its 3.9 percent senior notes due 2022. The notes are to be consolidated and form a single class of notes with the US$1 billion principal amount of 3.9 percent senior notes due 2022 issued on 17 May 2012. Partners Eugene C Gregor and John D Paton also led the transaction. China Petrochemical Corporation was advised by Skadden, Arps, Slate, Meagher & Flom as to US and Hong Kong law, by Haiwen & Partners as to PRC law and by Conyers Dill & Pearman as to BVI law. DLA Piper has advised APG Asset Management in respect of its US$130 million investment in the hotel assets of Lemon Tree Hotel Holdings Ltd (Lemon Tree), one of India’s largest mid-market and upscale hotel developers and operators. The transaction involves the acquisition of two of Lemon Tree’s existing hotel assets in India which will be owned by a joint venture, as well as hotel management and development management arrangements for these hotel assets. The transaction also included a minority investment by APG Asset Management in the share capital of Lemon Tree. Partner Susheela Rivers led the transaction in collaboration with India counsel Rupinder Malik of J Sagar Associates. J Sagar Associates has acted as the sole Indian counsel to Export-Import Bank of India in respect of the issuance of S$2.5 million (US$2m) 3.375 percent notes due 2017 under its US$2.5 billion medium term note programme. The notes were issued under Reg S of the US Securities Act of 1933. Managers of the issue were Citigroup Global Markets Singapore Pte Ltd and Standard Chartered Bank Singapore. Partner Dina Wadia led the transaction whilst Allen & Overy was the sole international counsel. Khaitan & Co has advised Hutchison 3 Global Services Holdings Ltd Mauritius in respect of the sale of its 100 percent stake in Hutchison Global Services Private Ltd to Tech Mahindra Ltd for approximately US$87 million. Partners Haigreve Khaitan and Vaishali Sharma led the transaction. Khaitan & Co has also acted for OCL Ltd in respect of its successful defence before the Director General and the Competition Commission of India (CCI) for alleged cartelisation in the cement industry. OCL is the flagship company of the Dalmia Group of Companies, set up and operating from Eastern India. Partner Manas Kumar Chaudhuri acted on the transaction. King & Wood Mallesons has advised oil and gas explorer Buru Energy in respect of its A$40 million (US$41.4m) fully underwritten placement of new shares to institutional investors to fund additional exploration acreage in its core area in the Canning Basin. Buru will use the capital raised to finance the acquisition of Gujarat NRE Oil Ltd for A$36 million (US$37.3m) in cash. Gujarat NRE owns 90 percent of two significant Canning Basin permits, EP457 and EP458, which contain well defined prospective trends and well developed structural features that Buru will use to complement its existing acreage portfolio. The funds raised from the placement will also be used by Buru to purchase 50 percent of an application for an exploration permit from Backreef Oil for A$3.5 million (US$3.6m). Partners Daniel Kirk and David Perks led the transaction. Minter Ellison advised the vendors of Gujarat. Maples and Calder has acted as BVI counsel to Jindal Steel & Power (Mauritius) Ltd, a wholly-owned subsidiary of Jindal Steel & Power Ltd (JSPL), in respect of the merger of its subsidiary, Jindal BVI Ltd (JBVI), with Canadian and Botswana-listed coal company CIC Energy Corp (CIC). JBVI is the surviving entity following the merger and the listings will not be maintained. The transaction required Jindal BVI to make a cash payment of C$2 (US$2.03) per share to the current CIC shareholders aggregating to approximately C$116 million (US$117.88m). JSPL is one of India’s major steel producers and is also a leading electricity generator. CIC operates coal mines in south-east Botswana. The deal will give JSPL access to approximately 6 billion tons of high-quality thermal coal, as well as the opportunity to provide electricity to countries within the Southern African Development Community. Partner Barry Mitchell led the transaction. Maples and Calder has also acted as Cayman Islands counsel to Foxconn (Far East) Ltd in respect of its establishment of a US$20 billion medium term note programme which will be listed on the SGX-ST. The notes are guaranteed by Hon Hai Precision Industry Co Ltd, the world’s largest provider of end-to-end products and solutions for all aspects of global electronics contract manufacturing. The proceeds from the issue will be on-lent by the issuer to the guarantor and/or its subsidiaries for financing the capital expenditure, refinancing existing debt obligations and other general corporate purposes. Barclays Bank PLC and Mizuho Securities Asia Ltd acted as arrangers. Partner Christine Chang led the transaction. Mayer Brown JSM has advised Trade and Development Bank of Mongolia LLC (TDB), the oldest and largest commercial bank in Mongolia, in respect of its recent issuance of US$300 million senior notes due 2015. The issuance constitutes the most recent public takedown from TDB’s US$700 million euro medium term note programme updated earlier this year. ING Bank NV Singapore Branch and Merrill Lynch International acted as joint lead managers whilst TDB Capital acted as the co-manager. Partner Jason T Elder led the transaction. Rajah & Tann has acted as Singapore counsel to SGX-ST listed China Animal Healthcare Ltd in respect of its S$47.74 million (US$38.75m) placement of shares and warrants to Themes Dragon International Ltd and SEB Sicav 2 – SEB Listed Private Equity Fund, as part of its financing for a possible delisting from the SGX-ST which was previously announced on 22 May 2012. Partners Chia Kim Huat and Danny Lim led the transaction whilst Freshfields acted as Hong Kong counsel and Conyers Dill & Pearman acted as Bermuda counsel. Linklaters acted for the Themes Dragon International Ltd and SEB Sicav 2 – SEB Listed Private Equity Fund. Rodyk & Davidson is acting for AHC Pte Ltd in respect of its voluntary conditional cash offer for Hersing Corporation Ltd and in structuring a transferable term loan facility granted to AHC to finance the offer. Upon and subject to AHC obtaining valid acceptances representing not less than 90 percent of the shares in Hersing, the offer will be regarded as unconditional and AHC will thereafter proceed to exercise its rights of compulsory acquisition to privatise Hersing. AHC is controlled by a controlling shareholder of Hersing. The offer values Hersing at S$145 million (US$117.7m). Partner Ng Eng Leng leads the transaction. Rodyk & Davidson LLP also acted as Singapore counsel to China Development Bank Corporation and Bank of China Ltd as lenders and mandated lead arrangers and to Bank of China Ltd Sydney Branch as agent and security trustee, in respect of the grant of a US$751 million syndicated loan facility in the refinancing of the existing debt substitution and term loan facilities under the China Minmetals Corporation group of companies, a China-based metals and minerals group developing, supplying and distributing nonferrous metal resources, iron ore and steel products. Partner Lee Ho Wah led the transaction. Stamford Law is advising Mainboard-listed TA Corporation Ltd in respect of its acquisition of Sino Tac Resources, a Singapore-based company specialising in the distribution of high performance motor oils and lubricants to the automotive industry in Singapore. Bernard Lui and Lim Swee Yong are leading the transaction. Stamford Law is also advising Mainboard-listed LionGold Corp Ltd in respect of its proposed warrants issue. Based on the warrant issue price of S$0.065 (US$0.053) and assuming the full subscription and conversion of the warrants at a warrant exercise price of S$1.38 (US$1.12) (being the volume weighted average price of LionGold’s shares on the date of the warrants issue announcement), LionGold Corp is expected to raise approximately S$323 million (US$262m) in gross proceeds. Bernard Lui and Lim Swee Yong also led the transaction. Sullivan & Cromwell is representing Goldman Sachs (Asia) LLC as the sole book-runner and sole placing agent in respect of China Pacific Insurance (Group) Co Ltd’s US$1.34 billion share subscription placement with Government of Singapore Investment Corporation Private Ltd, Norges Bank (the Central Bank of Norway) and Abu Dhabi Investment Authority. Partners Kay Ian Ng, William Chua and Gwen Wong are leading the transaction which was announced on 7 September 2012. Sullivan & Cromwell is also representing Valeant Pharmaceuticals International Inc (Canada) in respect of its C$112.5 million (US$114.33m) acquisition of the business relating to the Visudyne product from QLT Inc (US). Valeant paid C$62.5 million (US$63.5m) upfront for all US rights and available inventories for Visudyne and another C$50 million (US$50.8m) upfront for rights to non-US royalties on Visudyne sales. Valeant has also agreed to pay an additional C$5 million (US$5.08m) in contingent payments relating to the development of QLT’s laser program in the US and up to C$15 million (US$15.24m) in contingent payments relating to the non-US royalties. Additionally, Valeant has manufacturing rights and assumed a supply agreement for outside of the US. The transaction, which was announced on 24 September 2012, is expected to be immediately accretive. Partner Alison Ressler with partners Yvonne Quinn and Ronald Creamer Jr are leading the transaction. Trilegal has advised DANS Consulting Energy Private Ltd in respect of the investment by Equis Asia Fund (Singapore) Pte Ltd for the funding of hydro power project development costs. Partner Yogesh Singh led the transaction. Trilegal has also advised FIL Capital Advisors (India) Private Ltd in respect of its US$20 million investment in Indian data analytics services provider AbsolutData. Partner Harsh Pais led the transaction. Walkers has advised the special committee of independent directors of 3SBio Inc, a NASDAQ-listed China-based biotech company, in respect of its US$330 million going-private transaction proposed by CITIC Capital. Partner Denise Wong led the transaction. Watson, Farley & Williams Asia Practice Singapore has advised Lekki Port LFTZ Enterprise (LPLE) in respect of the container terminal operator sub-concession agreement at a deep water port in Ibeju Lekki, Lagos, Nigeria (Lekki Port). LPLE, as master concessionaire, has granted International Container Terminal Services Inc, a leading international container terminal operator, a sub-concession to operate the container terminal at the Lekki Port on the terms and conditions of the sub-concession agreement. Partner Chris Lowe, with partners Mehraab Nazir, Ivan Chia and Mark Wandless, led the transaction. White & Case has advised the underwriters (composed of Australia and New Zealand Banking Group Ltd, Barclays Bank PLC, Citigroup Global Markets Asia Ltd, Credit Suisse AG Singapore Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, Mizuho Corporate Bank Ltd and Morgan Stanley Asia Ltd) in respect of a US$1 billion bank facility to Alibaba Group Holding, China’s biggest e-commerce company, as part of a US$5.7 billion financing package to fund the repurchase of half of Yahoo’s 40 percent stake in the company. Alibaba Group Holding completed the US$7.1 billion repurchase of half of Yahoo’s 40 percent stake on 18 September 2012. The transaction represents the largest private financing for a private sector Chinese company and the largest non-LBO private financing for a technology company globally to date. The acquisition is a follow-on to an agreement signed in May which set out the terms and framework for Alibaba to pay Yahoo US$6.3 billion in cash and US$800 million in preference shares for its stake which equated to a total acquisition cost of US$7.1 billion. The difference between the US$5.9 billion and the total amount is to be covered by Alibaba’s internal cash resources. The agreement signed in May also provided Alibaba with the right to buy back half of Yahoo’s remaining stake, another 10 percent of its outstanding share capital in the event of a future IPO. John Hartley, supported by local partner Eugene Man, led the transaction. Partner John Shum, supported by local partner Jamie Thomas, led a separate team which advised HSBC as intercreditor agent on the financing. Other law firms involved in the deal were King & Wood as PRC counsel and Walkers as offshore counsel to the banks. Acting for Alibaba were Freshfields as international counsel, Fangda Partners as PRC counsel and Maples and Calder as offshore counsel. Allen & Overy advised China Development Bank with Beijing based Cindy Lo and New York based Elizabeth Leckie leading the team. WongPartnership has advised the Singapore Power Group in respect of the construction contract for the S$2 billion (US$1.62b) cable tunnel project which involves building two cross-island power transmission tunnels 60 metres underground to enhance the power cable grid infrastructure in Singapore. The project is expected to complete in 2018. Partners Tay Peng Cheng and Linda Low advised on the matter. WongPartnership has also acted for Singapore GP Pte Ltd in respect of (1) the agreement with Formula One World Championship Ltd to acquire the rights to host, stage and promote the Formula One Singapore Grand Prix for a second 5-year term from 2013 to 2017, and (2) the agreement entered into with Singapore Tourism Board to collaborate and facilitate the hosting, staging and promotion of the Formula One Singapore Grand Prix from 2013 to 2017. Partners Mark Choy and Milton Toon led the transaction. |
Deals – 8 November 2012
*Allen & Gledhill LLP is advising Suntory Beverage & Food Ltd (SBF) and its wholly-owned subsidiary Suntory Beverage & Food Asia Pte Ltd (SBFA) in respect of SBF’s decision to delist Cerebos Pacific Ltd (Cerebos). In conjunction with the de-listing, an exit offer will be made to acquire all the remaining issued ordinary shares of Cerebos not held by SBFA and its related corporations. Partners Andrew M Lim and Lee Kee Yeng are leading the transaction which is valued at approximately S$370 million (US$303m).
* This deal, led by Andrew M Lim and Lee Kee Yen of Allen & Gledhill LLP was incorrectly accredited to Rahmat Lim & Partners in last week’s Weekly Briefing. Amarchand Mangaldas has advised Firstsource Solutions Ltd (FSL) in respect of a preferential allotment of equity shares (constituting 34.5 percent of its share capital) to Spen Liq Private Ltd, a wholly owned subsidiary of CESC Ltd. Proceeds of the issue shall be applied towards redemption of its outstanding foreign currency convertible bonds (FCCBs). The acquisition of shares under preferential allotment and open offer shall trigger a change in control of FSL. Partners S H Bhojani, Amita Choudhary and Nisha Kaur Uberoi led the transaction which was signed on 25 October 2012 and is expected to close by 4 December 2012. The Mumbai offices of Khaitan & Co acted as legal advisors to CESC Ltd with ICICI Securities and JP Morgan as financial advisers for the transaction. Amarchand Mangaldas has also acted as Indian counsel for Bharat Petroleum Corporation Ltd in respect of its issue of US$500 million 4.625 percent notes due 2022. This was the maiden offshore bond issuance by the issuer. The lead managers for the issue comprised of Citigroup Global Markets Ltd, The Hongkong and Shanghai Banking Corporation Ltd and the Royal Bank of Scotland plc whilst the trustee, principal paying agent and registrar to the issue was The Hongkong and Shanghai Banking Corporation Ltd. Partner Niloufer Lam led the transaction which closed on 25 October 2012. The joint lead managers and trustee were advised as to English law by Allen & Overy. AZB & Partners has advised Enam Securities Private Ltd in respect of the demerger of certain businesses (investment banking, institutional equities, retail equities and related businesses, such as distribution of financial products and loans against shares) of Enam Securities into Axis Bank Ltd, in consideration of which shares of Axis Bank will be issued to the shareholders of Enam Securities and a concurrent sale of such businesses from Axis Bank to Axis Capital Ltd, a wholly owned subsidiary of Axis Bank by a scheme of arrangement. Partners Zia Mody, Shuva Mandal and Essaji Vahanvati led the transaction which completed on 20 October 2012 and was valued at approximately US$268 million. AZB & Partners is also advising Temasek Holdings (Private) Ltd (Temasek) and Nomura Asia Investment (IB) Pte Ltd (Nomura) in respect of Bharti Infratel Ltd’s public offer of 188.9 million equity shares comprising of a fresh issue of approximately 146 million shares and an offer for sale of approximately 42.7 million equity shares by Temasek, Nomura, GS Strategic Investments Ltd and Anadale Ltd. The draft red herring prospectus was filed with SEBI on 14 September 2012. Partners Shuva Mandal and Essaji Vahanvati led the transaction which is yet to be completed. Clayton Utz has acted for National Australia Bank Ltd as arranger and a syndicate of banks in respect of a A$500 million (US$520m) financing for Mineral Resources Ltd. The financing comprised cash facilities as well as guarantee and contingent instrument facilities. The guarantee and contingent instrument facilities were provided to support contracts which Mineral Resources Ltd and its subsidiaries had entered into in respect of various mining projects. Partner Rohan Mishra led the transaction. Clayton Utz has also advised oOh!media and CHAMP Private Equity in respect of their successful acquisition of EYE Corp from Ten Network Holdings, which successfully closed on 1 November 2012. The firm has been advising Outdoor Media, owner of oOh!media, and CHAMP since the commencement of negotiations with Ten Network earlier this year, with the deal initially announced in July and most recently restructured to reach a successful close. oOh!media is Australia’s fastest growing out-of-home listed media company with assets throughout metropolitan and regional Australia. EYE Corp also specialises in outdoor advertising. Partners John Elliott and Mark Williamson, with partner Geoff Geha, led the transaction. Clifford Chance has advised Heliconia Capital Management Ltd, a Temasek-seeded fund manager, in respect of its investment into a newly launched private equity fund targeting small and medium enterprises (SMEs) in Singapore and south east Asia. The fund will be managed by Dymon Asia Capital and will be focused on making investments in Singapore and south-east Asia-headquartered companies ranging from S$20 million to S$50 million (US$16.35m to US$40.9m). The fund held its first closing with an initial S$203 million (US$166m) of commitments comprising a S$100 million (US$81.8m) commitment from Heliconia and an additional S$103 million (US$84.2m) of commitments from private investors. Heliconia’s investment is part of an initial S$250 million (US$204.4m) seed injection by the Singapore government under an SME-nurturing programme, which equally matches private to public funding. The size of the programme is expected to reach S$1.5 billion (US$1.23b) eventually. Partner Han Ming Ho led the transaction. Clifford Chance has also advised Star Energy in respect of its sale to Mitsubishi Corporation of 20 percent shares of Star Energy Geothermal Pte Ltd, which is the holding company that manages operation of the Wayang Windu Geothermal Power Project Plant, a geothermal power plant operating since June 2000 on Java Island, Indonesia. Partner Ting Ting Tan led the transaction. Colin Ng & Partners has acted for Ideas Ventures Ltd and One97 Communications Singapore Private Ltd in respect of the sale of their majority equity interests in TheMobileGamer Pte Ltd (TMG) to South East Asia’s largest telco SingTel (through its wholly-owned subsidiary SingTel Idea Factory Pte Ltd) and Japanese telecommunications and internet firm Softbank Corp. TMG is a Singapore-based startup that aggregates, distributes, licenses and develops mobile gaming software. As part of the transaction, the firm also acted for TMG in relation to the share subscription of new Series ‘B’ preferred TMG shares by SingTel and Softbank. Partner Lisa Theng led the transaction. Davis Polk is advising Baidu Inc in respect of its acquisition of shares of iQiyi.com held by Providence Equity Partners. The definitive agreement was entered into on 2 November 2012 and the transaction is expected to close before the end of the year. Upon completion, Baidu will have a substantial majority stake in iQiyi. Baidu is the leading Chinese-language Internet search provider. Baidu’s ADSs currently trade on the Nasdaq Global Select Market. iQiyi.com is a leading online video portal in China that was founded by Baidu. Partners Howard Zhang and Miranda So led the transaction. De Brauw Blackstone Westbroek has advised IMCD Benelux NV in respect of its agreement to acquire, through its newly established Indonesian subsidiary PT IMCD Indonesia, the assets of PT Alam Subur Tirta Kencana and 100 percent of the shares of PT Sapta Permata. Alam Subur and Sapta Permata are active in the distribution and supply of food and beverage ingredients. Some of the shareholders of Alam Subur and Sapta Permata have agreed to acquire minority shares in PT IMCD Indonesia. The transactions are subject to various closing conditions. Partner Anja Mutsaers led the transaction which was announced on 29 October 2012. ABNR advised on specific matters from an Indonesian perspective. Gide Loyrette Nouel has advised Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) in respect of the sale of its remaining 80.1 percent interest in CLSA to CITIC Securities International Company Ltd (CITICS International), part of leading Chinese investment bank CITIC Securities Company Ltd (CITICS). Credit Agricole CIB exercised its put option to sell the 80.1 percent stake on 25 October 2012 and the parties subsequently executed an agreement for the acquisition of the stake on 5 November 2012. The sale, valued at approximately US$941.7 million, remains subject to regulatory and shareholder approvals. This represents the second phase of the transaction and follows the sale by Crédit Agricole CIB of 19.9 percent of CLSA’s capital to CITICS International for US$310.32 million on 20 July 2012. Following completion of this second phase, and more than two years of negotiations, CITICS International will own 100 percent of CLSA. Partner Guillaume Rougier-Brierre led the transaction. CITICS was advised by Kirkland & Ellis with a team including Nick Norris, Steven Tran, Joey Chau and Derek Poon. J Sagar Associates has advised Fidelity Growth Partners India, the India focused Private Equity arm of Fidelity Worldwide Investment, and Fidelity Biosciences, in respect of their investment of INR400 crores (US$73.5m) in Chennai based medical technology firm Trivitron Healthcare Pvt Ltd (Trivitron), India’s largest distributor and after-sales support provider of medical equipment & devices. Trivitron will use the funding for acquisitions of companies and technologies in Europe and the United States, and to enhance the company’s distribution operations in Southeast Asia, Middle East and Africa. The transaction also involved a partial exit to ePlanet Ventures and Headland Capital, which have been investors in Trivitron since 2007, by way of acquisition of shares from the said investors by Fidelity. Partner Manvinder Singh led the transaction. Trivitron was advised by Amarchand & Mangaldas & Suresh A Shroff & Co Bangalore led by partner Arjun Lall. J Sagar Associates (JSA) has advised the Mumbai-based real estate developer Lodha Group in respect of its 100 percent acquisition of Jawala Real Estate Private Ltd (Jawala) – a DLF Group entity – for approximately INR2,727 crores (US$501m). The primary asset owned by Jawala is a vacant parcel of land situated at Lower Parel, Mumbai, which the Lodha Group proposes to develop into a flagship residential complex. Partners Berjis Desai and Varghese Thomas led the transaction which is said to be India’s largest ever private sector land deal yet. Jawala was advised by Amarchand & Mangaldas & Suresh A Shroff & Co Mumbai led by partners Cyril Shroff and Tushar Mavani. K Law has advised ME Energy Private Ltd in respect of the investment by Helix Investments in the company. ME Energy is the manufacturer of energy saving, heating and cooling systems. It also manufactures related products, including hot air and hot water generators, heat exchangers, and pressure vessels. Partner Praveen Raju led the transaction. Trilegal, led by partner Amit Tambe, acted as counsels for Helix. Khaitan & Co has successfully defended CEAT Ltd in respect of a case before the Competition Commission of India against alleged cartelisation in the tyre industry. CEAT Ltd is one of the leading tyre manufacturers in India. Partner Manas Kumar Chaudhuri acted on the matter. Khaitan & Co has also advised Dhunseri Petrochem & Tea Ltd in respect of its acquisition of 100 percent stake in Malawi based Makandi Tea & Coffee Estates Ltd and Kawalazi Estate Company Ltd from London-based Global Tea & Commodities Ltd through its Singapore wholly owned subsidiary, Dhunseri Petrochem & Tea Pte Ltd, for US$22 million. Dhunseri Petrochem & Tea Ltd has been a progressive, quality-focused Indian tea producer for over five decades and is located in a quality belt, producing the best tea in the world. Partner Haigreve Khaitan led the transaction. King & Wood Mallesons has advised BG Group in respect of its entry into a heads of agreement (HOA) for the sale of certain interests in the Queensland Curtis LNG (QCLNG) project to China National Offshore Oil Corporation (CNOOC) for A$1.93 billion (US$2m) and the sale of liquefied natural gas (LNG) from BG Group’s global LNG portfolio. Fully-termed transaction agreements are expected to be executed in the first half of 2013 and, on closing, CNOOC will reimburse BG Group for its share of QCLNG project capital expenditures incurred from 1 January 2012. Under the terms of the HOA, BG Group will sell an additional 40 percent interest in the first LNG production train of the QCLNG project, increasing CNOOC’s equity interest in the facility to 50 percent. CNOOC will also acquire further interests in the reserves and resources of certain BG Group tenements in the Surat Basin and new interests in certain BG Group tenements in the Bowen Basin, bringing its interest in these fields to 25 percent. CNOOC will also have the option to participate as a 25 percent partner in the first of any potential expansion trains at QCLNG. Under the LNG sale agreement, BG Group will supply CNOOC with 5 million tonnes per annum (mtpa) of LNG for 20 years beginning in 2015, sourced from BG Group’s global LNG portfolio. Combined with the 3.6 mtpa LNG sale agreement signed with CNOOC in March 2010, this will bring BG Group’s total committed LNG sales to China to 8.6 mtpa – making it the largest supplier of LNG to China. Partners Craig Rogers and Joshua Cole led the transaction. King & Wood Mallesons has also advised Cathay Fortune Corporation (CFC) in respect of its combined off-market takeover with the China-Africa Development Fund (CAD Fund) to acquire Discovery Metals Ltd (DML) for approximately A$824 million (US$850m). DML focuses on developing its key assets of copper exploration and production in northwest Botswana. The offer will be funded by a term loan facility to be provided by Chinese Bank. CFC and the CAD Fund will invest in Cathay Fortune Investment Ltd.(CF Investment), a joint venture of CFC and the CAD Fund, at the ratio of 75 percent and 25 percent respectively. CF Investment currently owns 13.7 percent of the ordinary shares of DML. The transaction has been approved by the National Development and Reform Commission of the People’s Republic of China and Foreign Investment Review Board (FIRB) of Australia. Other related applications for approval in Botswana are in process. Partner Xiong Jin led the transaction. Latham & Watkins has advised The Royal Bank of Scotland, Deutsche Bank, JP Morgan Securities and Standard Chartered Bank as the joint lead managers in respect of Franshion Properties (China) Ltd’s offering of US$500 million senior notes. The notes, due in 2017 with a yield of 4.7 percent, are governed by New York law. HKSE listed Franshion Properties (China) Ltd, a subsidiary of Sinochem Group, is one of China’s leading real estate development companies. Partners Cathy Yeung and Eugene Lee led the transaction. Minter Ellison has advised DEXUS Property Group in respect of its A$241.6 million (US$251.5m) acquisition of a 34-level A-grade commercial building in Brisbane, Queensland from Australian Property Growth Fund. Known as the ‘Blue Tower’, the building has 32,000 square metres of office space and a list of blue-chip tenants. The deal represents the largest acquisition of a commercial office building in the Brisbane market this year. Partner Virginia Briggs led the transaction. McCullough Robertson advised Australian Property Growth Fund. Minter Ellison has also advised U&D Mining Industry (Australia) Pty Ltd in respect of its A$71 million (US$74m) takeover offer for all the issued shares of ASX-listed coal explorer and developer Endocoal. The transaction, by scheme of arrangement, includes an interim funding of A$4 million (US$416m) provided by U&D. U&D Mining is 51 percent owned by Yima Coal Group, a leading SOE coal producer from Henan, China, and 49 percent owned by Daton Group Ltd, an ASX-listed fertiliser manufacturer. The offer, which has been recommended by Endocoal’s board of directors in the absence of a superior proposal, is subject to regulatory approval from authorities in Australia and the People’s Republic of China. Partner Ben Liu, with partners Brendan Clark, Theo Kindynis and Joseph Pace, led the transaction. Gilbert + Tobin advised Endocoal. Rajah & Tann has advised Gaylin International Pte Ltd in respect of Gaylin Holdings Ltd’s IPO which raised approximately S$38.5 million (US$31.5m). Gaylin Holdings holds assets in Vietnam and Malaysia, as well as Singapore. Gaylin Holdings Ltd was listed on 23 October 2012. Partner Howard Cheam Heng Haw led the transaction whilst the firm’s regional offices, R&T Vietnam, led by Lim Wee Hann, advised on Vietnam laws, and Kamilah & Chong, led by Yon See Ting, advised on Malaysian laws. Rodyk & Davidson advised CIMB Bank Berhad as the issue manager and CIMB Securities (Singapore) Pt Ltd as the underwriter and placement agent. Rodyk & Davidson has acted as Singapore counsel for Aica Kogyo Co Ltd in respect of its €150 million (US$191.3m) acquisition of the share capital of Dynea Asia Pacific Holding Pte Ltd (Dynea). Dynea operates 13 subsidiaries and two affiliates of Dynea Chemicals Oy in the Asia Pacific. Partners S Sivanesan and Sunil Rai acted on the transaction. Rodyk & Davidson has also acted for the developer Serangoon EC Pte Ltd (SEPL) in the launch of the 394-unit Heron Bay, an executive condominium housing project located in Upper Serangoon Road, between Serangoon River and Punggol Park. The firm had previously acted in the acquisition of the land for S$141 million (US$115.24m), in a bidding exercise which garnered the attention of seven bidders. SEPL is a joint venture between CNH Investment Pte Ltd, Evia Real Estate Management Pte Ltd, Ho Lee Group Pte Ltd and See Hup Seng Ltd. Partner Norman Ho, supported by partner Lai Wai Leng, led the transaction. Stamford Law is advising YHM Group Ltd in respect of its proposed placement of shares and grant of options to mainboard-listed Ezion Holdings Ltd for a 44 percent stake to raise up to approximately S$9 million (US$7.35m), the subsequent mandatory general offer in respect of the shares of the company as well as the company’s proposed undertaking of new business in the offshore and on-shore oil and gas and marine industry. Partner Bernard Lui and Director Lim Swee Yong are leading the transaction. Stamford Law is also advising Metax Engineering Corporation Ltd in respect of its proposed placement of shares and warrants to mainboard-listed Koh Brothers Group Ltd for a 51 percent stake to raise up to approximately S$17 million (US$13.9m). Partner Bernard Lui is also leading the transaction. Sullivan & Cromwell is representing China Vanadium Titano-Magnetite Mining Company Ltd in respect of a possible proposal for privatisation of the company by way of a scheme of arrangement to be made by the company’s controlling shareholder. Partners Kay Ian Ng and Gwen Wong are leading the transaction which was announced on 5 November 2012. Tay & Partners has advised Agensi Inovasi Malaysia, a statutory body set up by the Malaysian Government, in respect of its US$3.5 million investment in Quantum Electro Opto Systems Sdn Bhd, a company set up to pioneer the commercial development of high speed, low cost and power efficient fibre optics communication solutions based on the optical tilted charge device technology platform. Partner Tay Beng Chai led the transaction. Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised 1Malaysia Development Berhad (1MDB) in respect of the acquisition of the entire ordinary shares and redeemable convertible preference shares in the issued share capital of Mastika Lagenda Sdn Bhd (MLSB) for RM2.38 billion (US$778.3m). MLSB owns 75 percent of the power generation and supply of electricity business, and 100 percent of the water treatment and supply business of the Genting group in Malaysia. Partner Brian Chia led the deal. WongPartnership has acted for Standard Chartered Bank and Oversea-Chinese Banking Corporation Ltd (OCBC Bank), as mandated lead arrangers, in respect of the S$100 million (US$81.7m) loan facility to Ying Li International Real Estate Ltd (Ying Li), the first significant Chongqing property developer to be listed in Singapore through its key subsidiary, Chongqing Yingli Real Estate Development Co Ltd, for the refinancing of certain debts of Ying Li and its subsidiaries. Partner Christy Lim led the transaction. WongPartnership has also acted for Tiger Airways Holdings Ltd in respect of the sale of 60 percent of its wholly-owned subsidiary, Tiger Airways Australia Pty Ltd, to VAH Newco No. 1 Pty Ltd, a wholly-owned subsidiary of Virgin Australia Holdings Ltd. Partners Mark Choy, Owyong Eu Gene and Lam Chung Nian led the transaction. |
Deals – 1 November 2012
Allens has advised Charter Hall Retail REIT in respect of a A$100 million (US$103.6m) institutional placement and security holder purchase plan that will enable funding for the acquisition of three retail shopping centres. Partner Stuart McCulloch led the transaction. Clayton Utz advised the underwriter.
Allens has also advised ALE Property Group in respect of an A$80 million (US$82.9m) placement of stapled securities and ALE Notes 2, and a security holder purchase plan aimed at funding the simplification of ALE’s hedging arrangements. Partner Stuart McCulloch also led the transaction. Herbert Smith Freehills advised the placement agents. Allen & Gledhill LLP is advising Suntory Beverage & Food Ltd (SBF) and its wholly-owned subsidiary Suntory Beverage & Food Asia Pte Ltd (SBFA) in respect of SBF’s decision to delist Cerebos Pacific Ltd (Cerebos). In conjunction with the de-listing, an exit offer will be made to acquire all the remaining issued ordinary shares of Cerebos not held by SBFA and its related corporations. Partners Andrew M Lim and Lee Kee Yeng are leading the transaction which is valued at approximately S$370 million (US$303m). Amarchand & Mangaldas has acted as competition law advisors to Tokyo Stock Exchange listed Century Tokyo Leasing Corporation, a part of the Mizuho Financial Group, in respect of its acquisition of joint control of the leasing division of Tata Capital Financial Services Ltd, a core investment company registered with the Reserve Bank of India and a wholly owned subsidiary of Tata Capital Ltd. The Competition Commission of India approved the transaction within 20 days of filing the merger notification. Partner Nisha Kaur Uberoi led the transaction whilst Anderson Mori & Tomotsune advised on the transactional aspects of the deal. Amarchand & Mangaldas has also acted as Indian law counsel to NTPC Ltd, acting through its Hong Kong Branch, in respect of the update of its US$ 2 billion medium term note programme pursuant to Regulation S of the US Securities Act of 1933 and the issue of US$500 million 4.75 percent notes due 2022 under the programme. Allen & Overy acted as international counsel to the dealers of the program and the joint lead managers of the drawdown, which included The Royal Bank of Scotland plc, Barclays Bank PLC, Citigroup Global Markets Inc and Deutsche Bank AG Singapore Branch. The update was completed on 10 August 2012 whilst the drawdown closed on 3 October 2012. Partner Niloufer Lam led the transaction. AZB & Partners has advised L Capital Eco Ltd in respect of its acquisition of 10 percent of the share capital of PVR Ltd for approximately INR577 million (US$11m). Partner Vinati Kastia led the transaction which was announced on 1 August 2012 and was completed on 28 September 2012. Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners, the member firms of Baker & McKenzie International in Singapore and Indonesia, have advised Diamond Generating Asia Ltd, a subsidiary of Mitsubishi Corporation, in respect of the acquisition of 20 percent shares of independent power producer Star Energy Geothermal Pte Ltd (SEGPL), a holding company that manages the operation of the Wayang Windu Geothermal Power Project Plant, a geothermal power plant which has operated safely and efficiently in Indonesia since June 2000. The acquisition is Mitsubishi’s first geothermal project in Indonesia. Luke Devine led the transaction. Clifford Chance has advised ABN AMRO in respect of its heavily oversubscribed S$1 billion (US$820m) tier-2 issuance at 4.7 percent notes due 2022 in the Singapore dollar bond market. The deal received a local record of S$17 billion (US$14b) from 170 accounts, the biggest for a European lender. The deal is the first S$ Tier 2 transaction from a European bank in over a decade and the first S$ Tier 2 from a non-Asian focused bank. The transaction was structured to comply with the draft CRD IV Tier 2 capital requirements (known at the time of issuance) and includes a specific reference to future statutory loss absorption. Jurgen van der Meer led the transaction. Davis Polk has advised Merrill Lynch International, UBS AG Hong Kong Branch and ICBC International Securities Ltd as initial purchasers in respect of a US$250 million Regulation S offering by Fantasia Holdings Group Co Ltd of its 13.75 percent senior notes due 2017. Fantasia Holdings Group 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 Holdings Group was advised by Sidley Austin as to US and Hong Kong law, King & Wood Mallesons as to PRC law and Conyers as to British Virgin Islands and Cayman Islands law. Davis Polk has also advised Morgan Stanley & Co International plc as initial purchaser, sole book-runner and lead manager in respect of a US$1.2 billion Rule 144A/Regulation S debt offering by Bangkok Bank Public Company Ltd, acting through its Hong Kong branch, consisting of US$400 million of 2.75 percent notes due 2018 and US$800 million of 3.875 percent notes due 2022. Bangkok Bank is the largest commercial bank in Thailand and one of the leading commercial banks in Southeast Asia. Partners Mark J Lehmkuhler and John D Paton led the transaction. Freshfields Bruckhaus Deringer has advised BOCI Asia Ltd, as the sole placing agent, in respect of the RMB-denominated share placement by HKSE-listed Hopewell Highway Infrastructure Ltd (HHI). The transaction will make HHI the first issuer to have its shares traded in the HKSE in both Hong Kong dollars and Renminbi. HHI is expected to raise up to RMB375m (US$60m) through the placement of 120 million shares that will be priced, traded and settled in Renminbi on the HKSE. A dual-counter trading arrangement has been implemented to permit investors to sell and transfer shares of HHI between the RMB and HKD counters. China chairman Teresa Ko and partner Charles Ching led the transaction. Maples and Calder, led by Christine Chang, and Woo, Kwan, Lee & Lo acted as Cayman Islands and Hong Kong counsels, respectively, to HHI. Herbert Smith Freehills has advised the underwriters, composed of UBS AG, China International Capital Corporation, JP Morgan Securities (Asia Pacific) Ltd, Deutsche Bank AG, Agricultural Bank of China International and Haitong International, in respect of the HK$3.97 billion (US$509m) IPO of Shanghai Fosun Pharmaceutical Group Co Ltd (Fosun Pharma) on the HKSE and Rule 144A/Regulation S global offering on 30 October 2012. The deal marks one of the largest IPOs in the world’s pharmaceutical industry since June 2011 and is one of the few recent significant new listings in Hong Kong since July this year. Partner Gary Lock led the transaction. J Sagar Associates has advised L Capital Asia, a private equity firm of LVMH group, in respect of its INR900 million (US$16.7m) investment by subscribing to additional capital in Genesis Luxury Fashion Pvt Ltd (GLF), increasing their stake to 39.8 percent from 25.5 percent, and to the rights issue of its joint venture with GLF, GLF Lifestyle Brands Private Ltd. GLF is a subsidiary of Sanjay Kapoor promoted Genesis Colors Pvt Ltd and is in the business of marketing and distribution global luxury brands such as Jimmy Choo, Canali, Paul Smith and Bottega Veneta in India. Partners Akshay Chudasama and Manisha Kumar led the transaction. Khaitan & Co has advised Tobacco Board in respect of a master service agreement for implementation of an e-auction project by NIIT Technologies Ltd for procurement of tobacco on a build-own-operate model. The Government of India established the Tobacco Board under The Tobacco Board Act, 1975 to bring about an all-round planned development to the tobacco industry in the country. Partner Abhilekh Verma led the transaction. Khaitan & Co has also advised CESC Ltd and its wholly-owned subsidiary Spen Liq Private Ltd in respect of the acquisition of controlling stake in Firstsource Solutions Ltd and an agreement to acquire 15 percent of post preferential allotment share capital from ICICI Bank Ltd, Temasek Holdings and Fidelity Investments for approximately US$170 million. CESC is a part of the RP-Sanjiv Goenka Group which has interests across five different business sectors. Partners Haigreve Khaitan and Aakash Choubey led the transaction, with assistance from partner Arindam Ghosh in relation to the open offer. King & Wood Mallesons has advised Canada Pension Plan Investment Board (CPPIB) in respect of its A$436 million (US$451.8m) equity investment in AMP Capital Retail Trust (ACRT). As an incoming equity investor, CPPIB will own a 37 percent interest in ACRT, which is part owner of two of Australia’s premier shopping centres. ACRT holds a 50 percent stake in Macquarie Centre in Sydney and an 80 percent stake in Pacific Fair Shopping Centre on the Gold Coast. AMP Capital managed funds, CPPIB and Harina Company Ltd, a wholly-owned subsidiary of the Abu Dhabi Investment Authority, will fund two major developments of Macquarie Centre and Pacific Fair, totalling almost A$1 billion (US$1.03b), creating two world class shopping and leisure destinations. Partners John Sullivan and Stuart Dixon-Smith led the transaction. Majmudar& Partners has advised Tata subsidiary York Transport Equipment Singapore in respect of availing a US$4 million facility from Exim Bank India. The facility was sought to be secured by a counter guarantee provided by TRF India Ltd, the ultimate parent, and YTE India, an Indian subsidiary. The transaction was led by partner Prashanth Sabeshan. Maples and Calder acted as British Virgin Islands counsel to Franshion Investment Ltd in respect of its offering of US$500 million principal amount of 4.7 percent senior notes due 2017. The notes are guaranteed by Franshion Properties (China) Ltd, an HKSE-listed PRC property company and subsidiary of state-owned Sinochem Corporation. Franshion is a leading developer and operator of large-scale and high-grade commercial properties, upscale residential properties, land, luxury hotels and commercial mixed-use complexes at prime locations in the PRC. The Royal Bank of Scotland, Deutsche Bank, Standard Chartered Bank and JP Morgan were the joint lead managers and book-runners for the offering and the Bank of New York Mellon acted as trustee and registrar. Partner Jenny Nip led the transaction whilst Paul Hastings, led by partners David Grimm and Vivian Lam, acted as US and Hong Kong counsel. Latham & Watkins and Tian Yuan Law Firm acted as US and PRC counsel, respectively, to the initial purchasers. Paul Hastings has represented Yuzhou Properties Company Ltd, a leading property developer in China’s Fujian province listed on the HKSE, in respect of its issuance of senior notes in the aggregate principal amount of US$250 million. The notes will mature in 2017 and the proceeds will be used to repay existing loans, fund the acquisition of land for residential and commercial property development and for general corporate purposes. BOC International, HSBC, UBS and JP Morgan were the joint lead managers and joint book-runners on the transaction. Partners Raymond Li and Vivian Lam led the transaction. Rahmat Lim & Partners has also advised Genting Berhad (GB), Genting Power (M) Ltd (GPML) and Genting Sanyen (Malaysia) Sdn Bhd (GSM) in respect of conditional sale and purchase agreements for the disposal of power generation assets and parcels of land. GB, GPML and Asia Trade Investments Ltd have entered into conditional share sale and purchase agreements with 1Malaysia Development Berhad (1MDB) for the disposal of power generation assets in Mastika Lagenda Sdn Bhd to 1MDB for approximately MYR2.55 billion (US$837m). GSM, an indirect subsidiary of GB, and Tiara Tanah Sdn Bhd (TTSB), an indirect wholly owned subsidiary of 1MDB, have entered into several conditional sale and purchase agreements for the disposal of six parcels of land within the Genting Sanyen Industrial Complex in Kuala Langat, Selangor to TTSB for approximately MYR38.8 million (US$12.7m). The land disposal is conditional on the completion of the Mastika Lagenda disposal. Partners Moy Pui Yee and Lee Yee Ling led the transaction. Stamford Law is advising Mainboard-listed Kian Ann Engineering Ltd in respect of its S$200 million (US$164m) privatisation by way of a scheme of arrangement, pursuant to a cash offer by Invicta Asian Holdings Pte Ltd, an indirect subsidiary of Invicta Holdings Ltd, which is listed on the Johannesburg Stock Exchange. Bernard Lui and Lim Swee Yong led the transaction. WongPartnership, led by partners Mark Choy, Audrey Chng and Christy Lim, advised Invicta Holdings Ltd. Stamford Law has also advised Mainboard-listed LionGold Corp Ltd in respect of its proposed share and warrants placement to raise in excess of S$100 million (US$82m) in gross proceeds, assuming the full subscription and conversion of the warrants. Bernard Lui and Lim Swee Yong also led the transaction. Watson, Farley & Williams has advised AEC Education Plc in respect of the sale of its Singapore subsidiary, Education Resources Pte Ltd (ERPL), to Pearson Education South Asia Pte Ltd for £2.5 million (US$4b) in cash paid at completion and a deferred payment of an amount equal to the net consideration received by Pearson Education Ltd (a wholly owned subsidiary of Pearson Plc) for the sale of 3 million shares it holds in AEC. AIM listed AEC and Singapore limited liability company AEC College Pte Ltd were joint shareholders of ERPL, a company which provides London Chamber of Commerce & Industry examinations in Asia. Partner Nicholas Hanna led the transaction. Freshfields Bruckhaus Deringer advised Pearson. WongPartnership has acted for United Overseas Bank Ltd (UOB Bank) in respect of the issue of US$500 million 2.875 percent fixed rate subordinated notes due 2022. The notes are issued under the S$5 billion (US$4.1b) euro-medium term note programme established by UOB Bank on 8 June 2010 and updated on 27 February 2012. Partners Hui Choon Yuen and Trevor Chuan led the transaction. |
Deals – 25 October 2012
Allen & Gledhill has advised IGB REIT Management Sdn Bhd, as manager of IGB REIT, in respect of its IPO of 670 million units in IGB REIT on Bursa Malaysia, to raise gross proceeds of MYR837.5 million (US$273.6m). IGB REIT has an initial portfolio of two properties (Mid Valley Megamall and The Gardens Mall) which have an aggregate appraised value of MYR4.6 billion (US$1.5b) as at 10 April 2012. Partners Jerry Koh, Chua Bor Jern, Chen Lee Won and Teh Hoe Yue acted as transaction and international legal adviser whilst Rahmat Lim & Partners (RL&P) acted as Malaysian legal adviser, as well as legal adviser to IGB Corporation Berhad, as the sponsor of IGB REIT, for the listing of IGB REIT; and to KrisAssets Holdings Berhad, a subsidiary of IGB Corporation Berhad. In particular, RL&P advised KrisAssets on the disposal of Mid Valley and The Gardens, the proposed distribution-in-specie of 2,730 million units to the entitled shareholders of KrisAssets and the proposed capital reduction of KrisAssets, Mid Valley City Sdn Bhd and Mid Valley City Gardens Sdn Bhd. RL&P partners Lim Teong Sit, Zandra Tan and Lee Yee Ling advised on the transactions.
Allen & Gledhill has also advised DBS Bank Ltd and Standard Chartered Bank as the arrangers and dealers, DBS Bank Ltd as the issuing and paying agent and agent bank, and DBS Trustee Ltd as the trustee, in respect of CWT Ltd’s S$500 million (US$409m) multicurrency medium term note programme, under which CWT may issue notes from time to time. Partner Au Huey Ling led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has advised Amira India on Indian law matters in respect of the IPO and listing of 9 million ordinary shares at US$10 per share on the NYSE by BVI-incorporated Amira Nature Foods Ltd on 12 October 2012. UBS Investment Bank, Deutsche Bank Securities, Jefferies & Company Inc and KeyBanc Capital Markets Inc were the underwriters for the transaction which was valued at US$90 million. Partner Prashant Gupta led the transaction whilst Loeb & Loeb acted as US counsel and Walkers, Tortola acted as BVI counsel. Skadden Arps, Slate, Meagher & Flom acted as US counsel whilst Luthra & Luthra acted as Indian counsel to the underwriters. Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Genesis Luxury Fashion Private Ltd (GLF) and GLF Lifestyle Brands Private Ltd (GLB) in respect of the investment by L Capital GLF Ltd, in GLF by subscribing to the equity shares of GLF and investment in GLF’s subsidiary GLB by subscribing to equity shares pursuant to a rights issue of GLB. This is the second round of investment by the investor in GLF and in GLB. The deal size is valued at INR75 crores (US$14m). Partner Tushar Mavani led the transaction which was signed on 8 October 2012 and closed on 10 October 2012. J Sagar Associates advised the investor. Appleby has acted as Cayman counsel for Sunley Holdings Ltd in respect of its listing on the HKSE by way of a placing and public offering on 18 October 2012, with net proceeds of approximately HK$50.7 million (US$6.54m). A majority of the proceeds from the offering will be used primarily for the acquisition of additional machinery and equipment. Partner Judy Lee led the transaction whilst Loong & Yeung, Chan & Associates and ChioTakWo, Advogado advised as to Hong Kong law, litigation in Hong Kong and Macau law respectively. Ample Capital Ltd, the sole sponsor for the listing, was advised as to Hong Kong law by Pang & Co. Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised Scomi Group Berhad in respect of a divestment of its machine shop businesses in Nigeria to AOS Orwell Ltd. The divestment took the form of a sale of Scomi’s entire stake in its Singapore subsidiary, Scomi Nigeria Pte Ltd, which in turn owned two Nigerian subsidiaries, Oiltools Africa Ltd and Titan Tubulars Nigeria Ltd. The divestment enabled the Scomi Group to unlock the value of its Nigerian machine shop business and raise proceeds to pare down its borrowings and strengthen its balance sheet. Partner Jon Worsfold led the team. Clifford Chance has advised Astro Malaysia Holdings (Astro) in respect of its US$1.5 billion listing on Bursa Malaysia. Astro is an integrated consumer media entertainment group with operations in Malaysia and south east Asia in four key business areas, including pay-TV, radio, publications and digital media. Partner Crawford Brickley led the transaction which is the third largest listing this year on the Malaysia Stock Exchange, and the seventh largest listing globally in 2012. Davis Polk has advised Credit Suisse Securities (USA) LLC, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities LLC, KDB Asia Ltd, Morgan Stanley & Co International plc and The Royal Bank of Scotland plc as underwriters, in respect of a Schedule B debt offering by The Korea Development Bank of US$750 million of its 3 percent notes due 2022. Partners Eugene C Gregor and John D Paton led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and by Jipyong & Jisung as to Korean law. Freshfields Bruckhaus Deringer has advised Pacific Century Group (PCG) in respect of the purchase of top life insurer ING’s life insurance, general insurance, pension and financial planning units in Hong Kong and Macau, and ING’s life insurance operation in Thailand for a combined consideration of US$2.14 billion in cash. PCG is a private firm founded in 1993 by Richard Li, chairman of Hong Kong’s largest telecom operator HKT. Over the years, PCG has built interests in financial services, real estate, satellite communications, media and telecommunication services in Asia. The transaction is subject to regulatory approvals and is expected to close in the first quarter of 2013. Partners Heiner Braun and Royce Miller led the transaction. J Sagar Associates has represented CR Asia PTE Ltd Singapore in respect of its acquisition of the balance 40 percent ownership in Contract Resources Petrochem Services (India) Private Ltd (CRPS) from Skynet Worldwide Express Private Ltd and other individual shareholders. CRPS provides chemical and mechanical engineering services in India and has now become a wholly-owned subsidiary of CR Asia PTE Ltd Singapore. Partner Sandeep Mehta led the transaction. Amish Shroff of Rajani Associates represented Skynet Worldwide Express Private Ltd and other individual shareholders. Khaitan & Co has advised Gresham LLP in respect of the Indian leg of the transaction whereby the management of Investis Ltd, the UK market leader in the provision of digital corporate communications for public companies, backed by Gresham, completed a management buy-out of Investis Ltd from its existing shareholders for £25 million (US$40m). Gresham is a leading independent, regionally based mid-market private equity investor. The firm advised Gresham on all legal and corporate aspects of the transaction in relation to Investis Ltd’s Indian subsidiary, Investis Corporate Communications Private Ltd. Partner Rajiv Khaitan advised on the transaction. Khaitan & Co has also advised Syncapse Corp in respect of the India leg of its 100 percent acquisition of assets of Clickable Inc, a Delaware entity. Pursuant to the acquisition of assets outside India, the entire shareholding in Clickable India Private Ltd was also acquired by Syncapse Corp. Syncapse Corp is a global leader in social media marketing solutions, providing technologies and strategic services that enable brands to effectively engage with their consumers, and measure performance to drive business results. Partner Bharat Anand led the transaction, assisted by executive director Daksha Baxi. King & Wood Mallesons has advised Guohua Energy Investment Co Ltd (Guohua Investment), a wholly owned subsidiary of Shenhua Group, in respect of its equity transaction agreement with Hydro Tasmania, a state-owned enterprise of Tasmania, Australia, for the acquisition of the 75 percent stake of Hydro Tasmania’s Musselroe wind farm. The transaction is scheduled to be completed by the end of 2012. Under the agreement, Shenhua Clean Energy Holdings (a joint venture of Guohua Investment and Shenhua Hong Kong Ltd) and Hydro Tasmania will establish a joint venture, Musselroe Wind Power Holdings, to develop the project. Located in the northeast part of Tasmania, the Musselroe wind power project went into construction at the end of 2011 and is expected to start operating in June 2013. Partner Xiong Jin led the transaction which was signed on 12 September 2012. Latham & Watkins has advised Morgan Stanley as its US counsel in respect of the sale of shares of Fresenius Kabi Oncology Ltd by Fresenius Kabi Singapore Pte Ltd as a selling shareholder, for approximately INR1.14 billion (US$21.5 million). Fresenius Kabi Oncology Ltd specialises in cancer research and anticancer products, with manufacturing operations located in India and the UK. Partner Rajiv Gupta led the transaction. Majmudar & Partners has advised Punjab National Bank (International) Ltd, as lender’s Indian counsel, in respect of a €10 million (US$13m) facility provided to 3B Fibreglass SRPL Belgium, a member of the Binani group of companies, which is involved in complex security creation in India. The transaction was led by partner Prashanth Sabeshan. Majmudar & Partners has also advised Merind Ltd, a group company of Wockhardt Ltd, a top-5 Indian pharmaceuticals company, in respect of its management and operating agreement with Fortis Hospitals Ltd and Fortis Healthcare Ltd. The transaction was led by partner Akil Hirani. Nishith Desai Associates has advised PHL Finance Private Ltd and Piramal Enterprises Ltd (collectively referred to as Piramal Group) in respect of a debt facility of up to INR630 million (US$11.7m) extended to Jaywant Shikshan Prasarak Mandal (JSPM). JSPM operates and manages educational institutes in the state of Maharashtra in India, offering academic courses in the disciplines of engineering, sciences and management. This is the first lending transaction of Piramal Group in the education sector. Norton Rose has advised Sunac China Holdings Ltd in respect of a Regulation S offering of US$400 million of its12.5 percent senior notes due 2017. HKSE-listed Sunac China is an integrated residential and commercial property developer with a focus on high-end property developments in selected cities in China. The notes were offered under Regulation S of the US Securities Act of 1933 and is governed by New York laws and listed on the SGX. The joint book-runners and joint lead managers for the transaction were Deutsche Bank, BofA Merrill Lynch, Citigroup, Morgan Stanley and UBS. Partner Ji Liu led the transaction, supported by partners Liza Lee and Peter Haslam. Norton Rose in Tokyo has also advised Japan Bank for International Cooperation (JBIC) and Sumitomo Mitsui Banking Corporation (SMBC) in respect of the US$250 million financing of two new generation Ramform Titan-class seismic survey vessels to Petroleum Geo-Services ASA. The loan will be provided by JBIC and SMBC, with the SMBC portion being insured by Nippon Export and Investment Insurance (NEXI), JBIC and NEXI being the two Japanese export credit agencies. Partner Jeremy Gibb led the transaction. Paul Hastings is advising MISUMI Group Inc (MISUMI) in respect of its US$200 million acquisition of all shares in the largest die components maker in the US, Dayton Progress Corporation (Dayton), and AD Components Business, the components business of Canada’s The Anchor Danly Company. Both companies are owned by Connell Ltd Partnership of Boston. MISUMI is a Japan-based manufacture company operating in four business segments, including die components, factory automation, electronics and tools and consumables. The acquisition will strengthen its market position as a leading global supplier of die components by exploiting Dayton and AD Components Business’ solid US and Europe customer bases. Partners Hajime Kanagawa and Toshiyuki Arai led the transaction. Rajah & Tann has advised Fortis Healthcare Ltd and Religare Health Trust Trustee Manager Pte Ltd in respect of the offering of approximately 567.5 million common units at S$0.90 (US$0.74) each which raised approximately S$709.3 million (US$580.4m). The transaction is the first business trust comprising healthcare assets in India listed on the SGX-ST. It is also the largest IPO involving Indian assets in Singapore and the second largest IPO involving a primary listing in Singapore for the year 2012 to date. The transaction involved the restructuring of Fortis Healthcare Ltd pursuant to its reorganisation of its business into two divisions, with one division providing clinical establishment services and the other undertaking hospital operation and management. In connection with the reorganisation, interests in eight companies in India which hold or would hold the initial portfolio (comprising the clinical establishments and two operating hospitals) were hived off and held under a private business trust that was subsequently registered under the Business Trusts Act with the MAS and listed on the SGX-ST. The completion of the acquisition of the initial portfolio was completed on 19 October 2012. The acquisition was financed by S$30 million (US$24.5m) facility from Standard Chartered Bank and S$60 million (US$49m) facility from DBS Bank Ltd. The firm’s advisory team included partners Evelyn Wee, Chia Kim Huat, Goh Kian Hwee, Prakash Pillai, Grace Chia, Terence Choo, Terence Quek and Leong Lu Yueh. Stamford Law has acted as Singapore legal adviser to Theta Capital Pte Ltd, the issuer, and its parent company property developer PT Lippo Karawaci Tbk (LPKR), in respect of Theta Capital’s additional issuance on 22 October 2012 of US$100 million senior notes, as further issuance in respect of its outstanding US$150 million 7 percent senior notes due 2019 originally issued on 16 May 2012. The proceeds raised from the additional issue will be used for capital expenditures to fund the development of new retail malls, hospitals and large scale integrated developments. The notes will be guaranteed by LPKR and its subsidiaries. The notes were listed on the SGX on 23 October 2012. Deutsche Bank AG Singapore Branch, Citigroup Global Markets Singapore Pte Ltd, Merrill Lynch (Singapore) Pte Ltd, and Credit Suisse (Singapore) Ltd are joint lead managers in the issue. Theta Capital also intends to issue up to US$395.6 million 9 percent senior notes due 2020 in exchange for the 9 percent senior notes due 2015 issued by Sigma Capital Pte Ltd, subject to an exchange offer memorandum. The purpose of the exchange offer is to enable LPKR to extend its consolidated debt maturity profile. The exchange offer is subject to approval being obtained from the 2015 note holders on 7 November 2012. Partner Yap Wai Ming led the tranaction. Sullivan & Cromwell is representing Cymer Inc (US) in respect of its €1.95 billion (US$2.5b) acquisition by ASML Holding NV (Netherlands), a leading provider of lithography systems for the semiconductor industry. Cymer is a leading supplier of lithography light sources used by chipmakers to manufacture advanced semiconductor devices. The purpose of the acquisition of Cymer is to accelerate the development of extreme ultraviolet (EUV) semiconductor lithography technology which is vital to support and assist in the creation of microchips with increased energy efficiency at a lower cost. ASML will also acquire Cymer’s deep ultraviolet (DUV) business. The transaction is expected to close in the first half of 2013 and is subject to customary closing conditions. Partners Alison Ressler and Eric Krautheimer are leading the transaction which was announced on 17 October 2012. Sullivan & Cromwell is also representing Ally Financial Inc in respect of the US$865 million sale of its Mexican insurance business, ABA Seguros, to the ACE Group, one of the world’s largest multiline property and casualty insurers. ABA Seguros is the fourth largest insurer in the Mexican auto insurance market. ABA Seguros is a subsidiary of Ally and was founded in 1956. Partners Andrew Gerlach and Sergio Galvis are leading the transaction which was announced on 18 October 2012. SyCip Salazar Hernandez & Gatmaitan has advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC), as sole issue manager to San Miguel Corporation (SMC), and eleven local financial institutions that acted as joint book-runners and underwriters, in respect of the issuance and listing of SMC’s Series “2” preferred shares. With an aggregate issue price of P80.06 billion (US$1.93b), the issue is the largest capital market transaction to date in the country. SMC is a Philippine conglomerate with interests in, among others, food, dairy products, power generation, infrastructure, public utility, real estate, manufacturing, packaging, and more recently, aviation and airports. Partners Simeon Ken R Ferrer and Maria Teresa D Mercado-Ferrer led the transaction. Watson, Farley & Williams’ Singapore office has advised Noah Shipping Solutions Pte Ltd (NSS) in respect of the sale of its two Singapore flagged bulk carrier vessels MV Selaras and MV Serasih 2 to subsidiaries of KS Maritime Pte Ltd (KSM) of Singapore. KSM has subsequently re-registered the vessels under Panamanian flag. The 45,734 DWT, 1994 built MV Selaras has been renamed MV KS Express and the 48,913 DWT, 1999 built MV Serasih 2 has been renamed MV KS Spirit. Daniel Saunders led the transaction. Watson, Farley & Williams’ Singapore office, along with its Hamburg office, has also advised Singapore Airlines in respect of the ASPV / GOL sale and leaseback transaction of an A380-800 aircraft. The banks involved in this transaction were Australia and New Zealand Banking Group Ltd, Oversea-Chinese Banking Corporation Ltd, and United Overseas Bank Ltd as A Noteholders and Singapore Airlines as B Noteholder. The transaction represents the first time that debt for a German KG lessor has been sourced in Singapore dollars and used the debt capital markets in Singapore through the approved special purpose vehicle (ASPV) scheme. The use of the ASPV allowed Singapore Airlines to provide debt into the structure. Given that the airline is also a creditor, this led to certain detailed inter-creditor provisions between the A Noteholders, the German KG and Singapore Airlines (as B Noteholder). Partners Siva Subramaniam, Peter Chean, Clemens Hillmer and Verena Scheibe led the transaction. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised AIA Group Ltd in respect of the US$1.8 billion merger and acquisition of ING Groep NV’s Malaysian insurance and takaful business. The purchase includes ING’s life-insurance, employee- benefits businesses in Malaysia and a 60 percent stake in ING Public Takaful Ehsan Berhad. The acquisition will combine ING’s operations and AIA’s existing 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 team. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has also advised Malakoff Corporation Berhad in respect of the RM575 million (US$187.8m) acquisition by Malakoff’s wholly owned subsidiary, Sterling Asia Sdn Bhd, of the business assets of Hicom Power Sdn Bhd. HICOM Power is a wholly owned subsidiary of DRB-HICOM Berhad, one of Malaysia’s leading companies listed on the Bursa Malaysia Securities Berhad. Malakoff is a subsidiary of MMC Berhad, another significant diversified conglomerate which is also listed on the Bursa Malaysia Securities Berhad. Partner Munir Abdul Aziz led the team. WongPartnership has acted for Courts Asia Ltd, in respect of an IPO under Regulation S to raise approximately S$137 million (US$112m). Partners Pong Chen Yih, Ng Wai King and Christy Lim led the transaction. WongPartnership has also acted for palm oil producer First Resources Ltd in respect of its acquisition from Park Row Capital Ltd for US$69.4 million of 100 percent of all the ordinary shares in the issued share capital of Lynhurst Investment Pte Ltd, an investment holding company which will own a 95 percent interest in a private Indonesian company that owns oil palm plantations and a crude palm oil mill located at the West Kalimantan province, Indonesia. Partners Mark Choy and Tan Sue-Lynn led the transaction. |
Deals – 18 October 2012
Allen & Gledhill has advised PT Mas Capital Trust (MCT) in respect of its joint venture with Sinomart KTS Development Limited (Sinomart) in relation to PT West Point’s development, construction, management and operation of the oil storage and oil blending complex in West Point Maritime Industrial Park, Janda Berhias Island, Indonesia. MCT and Sinomart will contribute up to US$252.3 million as equity in the joint venture. Partners Oh Hsiu Hau, Hoo Sheau Farn, Tan Wee Meng and William Ong led the transaction.
Allen & Gledhill has also advised LMA International NV (LMA) in respect of its conditional asset purchase agreement with Teleflex Incorporated to sell LMA’s assets for approximately S$343 million. In connection with the proposed disposal, LMA will seek approval for voluntary liquidation and distribution of its available cash to shareholders. Following completion of the proposed disposal, LMA will be delisted from the SGX-ST. Partners Lee Kim Shin and Christopher Ong led the transaction. Allens has advised ING DIRECT, a wholly owned company by Dutch insurance and banking conglomerate ING Group, in respect of a new A$1 billion (US$1.03b) issue of residential mortgage-backed securities (RMBS) under its RMBS program. Expectations were exceeded for the RMBS deal, with investor demand doubling the size of the subscription. Macquarie and Citi were arrangers to the deal and also acted as joint lead managers, along with ING Bank NV Singapore Branch and NAB. Partner Ian Wallace led the transaction (considered as one of the largest securitisation deals in the Australian market this year.) Linklaters advised on the transaction’s US Dollar-denominated European tranche. Allens has also advised Woolworths Ltd in respect of a transaction that will see the supermarket giant establish property fund spin-off Shopping Centres Australasia Property Group. The listed real estate investment trust will own a portfolio of 69 shopping centres in Australia and New Zealand, which have been independently valued at approximately A$1.4 billion (US$1.45b). The shopping centres have been developed/redeveloped by Woolworths and have Woolworths as an anchor tenant. The SCA Property Group will be spun-off from Woolworths through the distribution of Stapled Units in SCA Property Group to Woolworths shareholders via an equal capital reduction. The reduction is to be approved at the Woolworths AGM on 22 November 2012. Partner Stuart McCulloch led the transaction. Appleby has acted as BVI and Cayman counsel for China Fishery Group Ltd in respect of the issuance of US$300 million 9.75 percent fixed rate senior notes due 2019 by its wholly owned Peruvian subsidiary CFG Investment SAC. The notes are listed on the SGX-ST and guaranteed by China Fishery Group Ltd and certain of its wholly owned subsidiaries, which included thirteen BVI companies. The proceeds raised under the issuance of the convertible bonds will be used to fund the expansion of their fishing operations in the North Pacific Ocean. Partner Judy Lee led the transaction. Davis Polk & Wardwell acted for the initial purchaser of the senior notes in respect of the Rule 144A/Regulation S offering by the company. Mayer Brown JSM acted for Citigroup International Ltd, the trustee, and Baker & McKenzie advised CFG Investment SAC as to US and Hong Kong law. AZB & Partners has advised ICICI Bank Ltd as the lender in respect of providing a term loan facility aggregating to approximately INR2 billion (US$38m) to RAS Infraport Private Ltd for designing, engineering, constructing, equipping, maintaining and operating a deep draughted multipurpose bulk cargo berth at the Kandla Port, Kandla, in the State of Gujarat, India on a build-operate- transfer (BOT) basis. Partner Vineetha MG led the transaction which was completed on 4 October 2012. Baker & McKenzie is advising ARA Asia Dragon Fund (ADF) and Dynasty Real Estate Investment Trust (Dynasty REIT) in respect of Dynasty REIT’s landmark IPO in Singapore. ADF is the seller of the three commercial properties, located in primary commercial centres in Nanjing, Dalian and Shanghai, that will form the initial portfolio of Dynasty REIT. In addition, the firm is acting as borrower’s counsel to Dynasty REIT on its IPO-related debt financing. Dynasty REIT is the first RMB-denominated equity to be listed on the SGX and also the first to use the RMB/SGD dual currency trading platform. Partner Milton Cheng, assisted by partner Edmond Chan, is leading the transaction. Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised PT Medco Energi Internasional Tbk in respect of the divestment by PT Medco Downstream Indonesia of a 63.88 percent majority stake in PT Medco Sarana Kalibaru to Puma Energy (Singapore) Pte Ltd, and related joint venture arrangements between shareholders. Puma Energy (Singapore) Pte Ltd, a global mid and downstream energy company, is controlled by the global commodities trading firm Trafigura Group. Partner Jon Worsfold led the transaction. Clayton Utz has acted for Queensland Treasury Holdings (QTH) in respect of its A$1.5 billion (US$1.55b) sell-down of shares in ASX-listed QR National Ltd. The firm advised on the sell-down, which comprised a A$500 million (US$515.6m) block trade to institutional investors that settled on 11 October 2012, and a A$1 billion (US$1.03b) buy-back by QR National, subject to shareholder approval. Partners Tim Reid and Stuart Byrne led the transaction. Clifford Chance has advised Hokuetsu Kishu Paper Company Ltd in respect of its purchase of Financiere Bernard Dumas SAS and its subsidiary Bernard Dumas SAS, a French-based paper company specialising in the glass micro-fibre sheet business. Hokuetsu Kishu Paper is one of Japan’s leading papermakers. Partner Miho Mizuguchi led the deal. Clifford Chance has also advised Krung Thai Bank (KTB) in respect of the financing to Thai AirAsia (TAA) for the purchase of a new A320 aircraft. KTB is the first Thai financial institution to arrange the domestic financing of a large commercial aircraft for a Thai airline. Previously, TAA’s other aircraft were sourced through operating leases arranged by its Malaysian parent company, AirAsia Bhd. Partner Fergus Evans led the transaction. DLA Piper has advised Super Investment Management Pty Ltd and Retail Employees Superannuation Trust (REST), one of Australia’s largest superannuation funds, in respect of its strategic alliance with Spanish infrastructure developer Cintra in relation to potential toll-road infrastructure investments in Australia. Cintra is a subsidiary of Ferrovial, one of the world’s leading private investors in transportation infrastructure. As part of the alliance, a dedicated project team made up of REST and Cintra representatives will explore opportunities to invest in new toll-road infrastructure projects in Australia. Partner Dr Gerry Bean led the transaction. Fangda Partners has represented Rockwell Automation Asia Pacific Business Center Pte Ltd and Rockwell Automation Control Solutions (Harbin) Co Ltd in respect of their acquisition of the medium-voltage drive business and related assets from Harbin Jiuzhou Electric Co Ltd, a company listed on the Shenzhen Stock Exchange, and its subsidiary. The deal was closed on 9 October 2012 and the deal amount is approximately RMB535.4 million (US$85.5m). Partner Chuanjie Zhou led the transaction. Khaitan & Co has advised India Infoline Finance Ltd in respect of its IPO of un-secured redeemable non-convertible debentures (NCDs) amounting to approximately US$ 92.25 million. India Infoline Finance Ltd, formerly known as India Infoline Investment Services Ltd, is a subsidiary of India Infoline Ltd. The company is engaged in mortgage financing, loan against securities, gold loans, margin funding and other consumer financing products. Partner Vibhava Sawant represented the client on the transaction. Khaitan & Co has also advised Standard Chartered Bank London in respect of the investment made by Crompton Greaves Ltd under the overseas direct investment route, in order to secure €120 million (US$157.3m) term loan facility extended to Crompton Greaves International BV Netherlands towards payment of purchase consideration for acquiring 100 percent equity stake in ZIV Aplicaciones Y Tecnologia SL Spain. Partner Devidas Banerji represented the client on the transaction. King & Wood Mallesons has acted as Australian counsel for nine joint lead arrangers, including Bank of America and Deutsche Bank, in respect of Algeco Scotsman Group’s US$3.4 billion acquisition and debt financing, which included a US$1.25 billion revolving asset based loan (ABL), one of the largest ABLs to be completed in the Australian market. As part of Algeco’s new long term capital structure, the financiers provided a US$1.25 billion ABL facility and purchased US$1.075 billion 8.5 percent senior secured notes due 2018, €275 million (US$360m) 9 percent senior secured notes due 2018 and US$745 million 10.75 percent senior unsecured notes due 2019. The financing closed on 11 October 2012 and funded Algeco Scotsman’s acquisition of the Australian-based Ausco Modular and NZ-based Portacom businesses. The ABL facility and notes are secured by a security package over the assets of the combined group located in Australia, NZ, US and various other jurisdictions. Partner Richard Hayes led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US and UK counsel. Cahill Gordon & Reindel acted as US counsel for the initial purchasers of the notes. Algeco/Ausco was represented in Australia by Baker & McKenzie and in the US and UK by Simpson Thacher & Bartlett. King & Wood Mallesons has also advised DBP Group in respect of its A$155 million (US$160m), seven-year bank debt facility, provided by a syndicate of Japanese banks. The funds raised will be used to repay part of the DBP Group’s A$325 million (US$335m) floating rate notes which will mature in April 2013. Partner Nicholas Creed led the transaction. Morrison & Foerster has advised Japanese wireless carrier Softbank in respect of its acquisition of 70 percent of No. 3 US wireless operator Sprint Nextel for US$20.1 billion. The enterprise value of the transaction is approximately US$45 billion. The transaction is the largest cross-border deal out of Japan in history and one of the largest M&A transactions announced this year. Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd and Deutsche Bank AG Tokyo Branch acted as mandated lead arrangers to SoftBank. Partners Ken Siegel and Robert Townsend led the deal team. Mori Hamada & Matsumoto acted as Japanese counsel, Dow Lohnes PLLC as regulatory counsel, Potter Anderson Corroon as Delaware counsel and Foulston & Siefkin as Kansas counsel. Skadden, Arps, Slate, Meagher and Flom acted as lead counsel to Sprint whilst Lawler, Metzger, Keeney and Logan served as regulatory counsel and Polsinelli Shughart PC served as Kansas counsel. Rodyk & Davidson has acted for German investment fund Commerz Real Investmentgesellschaft mBH in respect of the sale of its 50 percent stake in CG-78 Shenton Way Singapore Pte Ltd, which owns 78 Shenton Way, to a property fund managed by a Keppel Land unit. The transaction valued 78 Shenton Way at S$608 million (US$499m), or S$1,686 psf (US$1,384), on net lettable area of approximately 360,500 sq ft. Partner Valerie Ong led the team which included partners Melanie Lim and Tan Shi Jie. Rodyk & Davidson has also acted for Ekuiti Nasional Berhad, a Malaysian government-linked private equity fund management company, in respect of its acquisition through its existing portfolio company Rancak Selera Sdn Bhd (Rancak Selera), of a 100 percent stake in Burger King Singapore Pte Ltd (BKS). The firm also advised on the execution of collaborative master franchise and development agreements relating to the exclusive right to own, develop and franchise Burger King® outlets in Malaysia and Singapore for a period of 20 years. Rancak Selera currently owns and operates 32 Burger King® outlets in Malaysia and, by the completion of the acquisition, will also own and operate the 41 Burger King® outlets in Singapore. Partner Ng Eng Leng, supported by partners Gerald Singham, Yew Woon Chooi and Tan Shijie, led the transaction. Shook Lin & Bok has acted for the issuer Ezion Holdings Ltd in respect of the issuance of S$125 million (US$102.6m) 7.8 percent subordinated perpetual securities under its S$500 million (US$410.4m) multicurrency debt issuance programme. Australia and New Zealand Banking Group Ltd and DBS Bank Ltd acted as the joint lead managers. Partner Marilyn See led the transaction. Simpson Thacher & Bartlett’s Hong Kong office represented Swire Properties Ltd and John Swire & Sons (HK) Ltd, as the selling shareholder, in respect of the secondary offerings by John Swire & Sons of shares of Swire Properties with aggregate gross proceeds of US$1.3 billion. The offerings consisted of block trades conducted under Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Hongkong and Shanghai Banking Corporation Ltd, Morgan Stanley & Co International plc, BOCI Asia Ltd and JP Morgan Securities (Asia Pacific) Ltd acted as managers. Leiming Chen and Blake Dunlap led the transaction. Stamford Law has advised Geo Energy Resources Ltd in respect of its listing on the SGX-ST. The Geo Energy Group is a coal mining group with business operations and coal mining concession in Indonesia. The IPO of shares is expected to raise approximately S$94 million (US$77m). Based on the invitation price of S$32.5 cents (US$26.67), the company’s market capitalisation at listing is expected to be approximately S$376 million (US$308.6m). The listing of the Geo Energy Group also represents the first Indonesian coal mining group to be listed in Singapore since significant changes were made to the Indonesia coal mining regulatory regime in 2009. It will also be the first Indonesian coal mining group to be listed in Singapore since the introduction of rules and regulations pertaining to the listing of mineral, oil and gas companies in Singapore. Partner Ng Joo Khin led the transaction. Tay & Partners has advised AmPrivate Equity Sdn Bhd in respect of its investment in a manufacturing company established in Malaysia at the acquisition price of RM110 million (US$36m) by way of a leveraged buyout. AmPrivate Equity Sdn Bhd invested in the manufacturing company through an investment arm jointly owned with another financial sponsor. Partner Tay Beng Chai led the transaction. Weerawong, Chinnavat & Peangpanor has represented VGI Global Media, Thailand’s largest ‘out-of-home’ media company, in respect of its IPO, in addition to advising on the company’s corporate restructuring and share listing on the Stock Exchange of Thailand. The company floated 88 million shares in its THB3 billion (US$100m) IPO. Bualuang Securities acted as underwriter, with TISCO Securities as financial advisor and underwriter for the transaction. The IPO closed on 4 October 2012. Partner Peangpanor Boonkulm led the transaction. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised an international financial services group in respect of the Malaysian tax implications for the group and Malaysian parties involved in entering into the ISMA Global Master Repurchase Agreement 2000 in respect of Malaysian Government Securities. Partner Azizul Azmi Adnan, with the support of Lim Tien Sim and Tan Mei Chel, led the transaction. WongPartnership has acted for Chemoil Energy Ltd in respect of its disposal of 100 percent of all issued and paid-up ordinary shares in the share capital of Chemoil Storage Ltd, which owns Helios Terminal Corporation Pte Ltd, to Oiltanking GmbH, a company incorporated in Germany which provides fuel storage services at its terminal facilities on Jurong Island, Singapore. Partner Dawn Law led the transaction. WongPartnership has also acted for Australia and New Zealand Banking Group Ltd and DBS Bank Ltd, as joint lead managers and book-runners, in respect of the issue of S$220 million (US$180.6m) 3.08 percent fixed rate notes due 2022 by Starhub Ltd under its S$1 billion (US$821m) multicurrency medium-term note programme. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction. |
Deals – 11 October 2012
Allen & Gledhill has advised Bank of America Merrill Lynch in respect of the sale of its non-US wealth management business to Julius Baer for approximately CHF860 million (US$925m). Partners Andrew M Lim, Christopher Ong, Francis Mok, William Ong and Tang Siau Yan led the transaction.
Allen & Gledhill has also advised certain funds managed by Alpha Investment Partners Ltd in respect of their acquisition of 50 percent interest in the office buildings located at 78 Shenton Way, Singapore from Commerz Real Investmentgesellschaft, which is acting as an investment company for the account of Haus-Invest, a German open-ended real estate investment fund. The property is valued at more than S$600 million (US$488m). Partners Penny Goh and Richard Young led the transaction. AZB & Partners is advising Alok Industries Ltd in respect of its issue of equity shares aggregating to approximately INR5.51 billion (US$106m) on a rights basis. Partner Kalpana Merchant is leading the transaction. Baker & McKenzie has advised PTT Global Chemical (PTTGC) in respect of its inaugural US$1 billion issuance of senior unsecured notes due in 2022. The notes, which were listed on the SGX, represent the largest ever single-tranche US dollar bond offering by a Thai corporate entity. PTTGC, a public company and Thailand’s largest integrated petrochemical and petroleum refining company, is an affiliate of PTT Public Company Ltd, and one of the most profitable companies in Thailand. Barclays, Goldman Sachs (Asia) LLC, The Royal Bank of Scotland and Standard Chartered Bank acted as joint book-runners and joint lead managers. Partner Viroj Piyawattanametha led the transaction. Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners, the member firms of Baker & McKenzie International in Singapore and Indonesia, respectively, have represented Standard Chartered Bank Singapore Branch as the original lender in respect of a US$250 million syndicated financing to PT Bank Mandiri (Persero) Tbk. Partners Erwandi Hendarta (HHP) and Emmanuel Hadjidakis (BMWL) led the transaction. Clayton Utz has acted as lead Australian counsel for US mobile applications company Kony Solutions Inc in respect of its acquisition of Melbourne based Sky Technologies Holdings Pty Ltd (Sky). The acquisition has merged Kony Solutions multichannel application platform, packaged mobile applications and mobile application management solutions with Sky’s enterprise expertise and significant base of SAP mobile customers. Simone Whetton led the transaction whilst Fenwick & West acted as US counsel. Clayton Utz is also advising Macquarie Capital (Australia) Ltd and Hartleys Ltd as joint lead managers and book-runners in respect of the A$15 million (US$15.4m) placement by ASX-listed Carnarvon Petroleum Ltd. The equity raising also includes a A$5 million (US$5.13m) share purchase plan to existing shareholders. Partner Matthew Johnson is leading the transaction. Clifford Chance has advised DBS Bank as the sole global coordinator and DBS and Oversea-Chinese Banking Corporation as joint lead managers and book-runners in respect of Genting Singapore PLC’s S$500 million (US$406m) perpetual securities to the public in Singapore. This is the first time perpetual securities are issued by an SGX-listed entity to the public in Singapore, and is a follow-on of Genting Singapore PLC’s earlier issue of S$1.8 billion (US$1.46b) perpetual securities to institutional and private banking investors on 12 March 2012. Partner Raymond Tong led the transaction whilst partner Joan Janssen acted for The Trust Company (Asia) Ltd as the trustee. Clifford Chance has also advised Brilliant Circle Holdings International Ltd in respect of its purchase of a 60 percent stake in Giant Sino Investments Ltd, part of Emperor Great Investments Ltd, worth HK$720 million (US$92.9m). Brilliant Circle is involved in the design, prepress and printing of packaging of high end consumer goods, and is one of the largest manufacturers of cigarette packaging in China. The Giant Sino Investments group is also engaged in the printing of cigarette packages. Partner Neeraj Budhwani led the deal with partner Terence Foo. Davis Polk has advised ICICI Bank Ltd, acting through its Dubai branch, in respect of a Rule 144A/Regulation S offering of US$750 million aggregate principal amount of 4.7 percent notes due 2018. Citigroup Global Markets Ltd, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc, Merrill Lynch International and Standard Chartered Bank were the joint lead managers and dealers for the offering. ICICI Bank is the largest private sector bank in India and the second-largest bank in India in terms of total assets. Partners Eugene C Gregor and Margaret E Tahyar led the transaction. DLA Piper has advised K-REIT Asia in respect of a cross-border joint venture with Mirvac Property Group for the redevelopment of the Old Treasury Building site in Perth. Under the deal, announced to the ASX and SGX, the JV partners will undertake an A$330 million (US$338.5m) re-development and then own the new 40,000 sqm office tower development. The building is to be tenanted by the WA State Government. K-REIT Asia is one of the largest real estate investment trusts (REITs) listed on the SGX-ST with assets under management of more than A$6 billion (US$6.16b). Les Koltai, with support from partners David Nancarrow, Brian Pass and Tim L’Orange, led the transaction. Freshfields Bruckhaus Deringer has advised Innovation Network Corporation of Japan (INCJ) and Nihon Inter Electronics Corporation (NIEC) in respect of co-leading a US$35 million Series E financing for Transphorm, a California-based developer of ultra-efficient power conversion technology. INCJ is a public-private partnership between the Japanese government and 27 major corporations that provides financial, technological and management support for next-generation businesses. NIEC is a leading Japanese manufacturer and supplier of power management semiconductors. Partners Takeshi Nakao and Tim Wilkins led the transaction. Khaitan & Co has advised Mahindra Insurance Brokers Ltd and Mahindra & Mahindra Financial Services Ltd in respect of investment by Inclusion Resources Private Ltd, a subsidiary of Leapfrog, for acquisition of a 15 percent stake in Mahindra Insurance Brokers Ltd for approximately US$15 million. Mahindra Insurance Brokers Ltd is a wholly owned subsidiary company of Mahindra & Mahindra Financial Services Ltd, India’s leading rural non-banking finance company that focuses on the rural and semi-urban Indian market. Partner Bhavik Narsana acted on the transaction. Khaitan & Co also represented Orient Cement Ltd in respect of its successful defence before the Director General and the Competition Commission of India (CCI) for alleged cartelization in cement industry. Orient Cement Ltd is a member of the multi-product, multi-unit Orient Paper & Industries Ltd, a C K Birla Group company. Partner Manas Kumar Chaudhuri acted on the transaction. King & Wood Mallesons has advised Mirvac Group in respect of the divestment of 50 percent of its interest in the Old Treasury Building development in Perth to Singapore listed K-REIT Asia for A$165 million (US$168m), marking the second co-investment between the two leading real estate entities. Under the agreement, K-REIT will acquire a 50 percent interest in the Mirvac (Old Treasury) Trust and the associated trustee, Mirvac (old Treasury) Pty Ltd, which has entered into a development agreement with the State of Western Australia to deliver a new A grade office tower which will be built on the Old Treasury Building site in the CBD of Perth. The project is scheduled for completion in 2015. The 30,800 square-metre building is 98 percent pre-committed by a 25-year lease to the WA state government. Partners Felicity Savage and Sonya Harris led the transaction. K-REIT was advised by DLA Piper. King & Wood Mallesons has also advised Pfizer Inc, the world’s largest pharmaceutical enterprise, in respect of its joint venture with Zhejiang Hisun Pharmaceutical (Hisun) in Hangzhou, Zhejiang. The JV was named Hisun Pfizer Pharmaceutical Co Ltd (Hisun Pfizer). The aggregate investment of Hisun Pfizer is US$295 million and the registered capital is US$ 250 million. Hisun and Pfizer own 51 percent and 49 percent shares of the JV, respectively. Hisun Pfizer will develop, manufacture and sell off-patent pharmaceutical products, including generic drugs, in China and globally. Generic drugs account for 70 percent market share in China. Hisun Pfizer is one of the first series of generic drugs projects jointly set up by multinational pharmaceutical enterprises and local pharmaceutical companies. The Hisun Pfizer project is Pfizer’s largest JV project in China and also one of the largest pharmaceutical JV projects in Zhejiang Province. Partners Wang Kaiding, Zhang Xiaolian, Ning Xuanfeng and Xiao Jin led the transaction which was completed on 13 September 2012. Latham & Watkins has represented PTT Global Chemical Public Company Ltd, Thailand’s largest integrated petrochemical and petroleum refining company, in respect of its inaugural US$1 billion bond offering. The issue comprised of 4.25 percent senior unsecured notes due 2022, representing the largest ever single-tranche US-dollar bond offering by a Thai corporate. The bond also achieved the lowest ever coupon for a Thai 10-year fixed rate US-dollar bond. Partners Michael Sturrock and Timothy Hia led the transaction. Maples and Calder has acted as Cayman Islands counsel to TWSE-listed TPK Holding Co Ltd in respect of the offering of 17.6 million global depositary receipts (GDRs) and the issue of US$230 million zero coupon convertible bonds due 2017. Each GDR is equal to one ordinary share of TPK. The GDRs will be listed on the Official List of Luxembourg Stock Exchange and traded on the Euro MTF Market. TPK is a leading touch solution provider, offering a full suite of touch solutions tailored to different customer requirements. Their technology is integrated into mobile and consumer electronic devices, such as smart phones, tablet PCs, notebook PCs, and electronic book readers. JP Morgan and Nomura were the joint global coordinators and joint book-runners. Partner Christine Chang led the transaction whilst Lee and Li acted as ROC legal advisers. Simpson Thacher & Bartlett acted as the US counsel to the book-runner. The deal was closed on 1 October 2012. Minter Ellison has advised Australian private equity firm Anchorage Capital Partners in respect of its share purchase agreement with Woolworths Ltd to acquire Dick Smith Electronics. Under the agreement, Anchorage will purchase 100 percent of the business, including 327 stores employing more than 4,500 people. Partners Callen O’Brien, Riccardo Casali, John Mosley and Michael Barr led the transaction. Clayton Utz, led by John Elliott, advised Woolworths. Paul Hastings is representing Famous Commercial Ltd (Famous), a subsidiary of Shanghai-listed Gemdale Corporation, in respect of its acquisition of an approximately 56 percent stake in HKSE-listed Frasers Property (China) Ltd (Frasers Property), a subsidiary of Singapore’s Fraser & Neave Ltd, at a total consideration of approximately HK$1.65 billion (US$212.8m). Upon completion of the acquisition, Famous will be required under the Hong Kong Takeovers Code to make an unconditional mandatory cash offer and an appropriate offer for all the issued shares and all the outstanding share options of Frasers Property (other than those already owned or agreed to be acquired by Famous and parties acting in concert with it), respectively. Such offers are valued at approximately HK$1.32 billion (US$170m) in aggregate. Partner Raymond Li led the transaction. Paul, Weiss has advised Asia Satellite Telecommunications Company Ltd (AsiaSat) in respect of the disposal of its entire interest in SpeedCast Holdings Ltd (SpeedCast), the Hong Kong-based network and satellite communications service provider, to SpeedCast Acquisitions Ltd. SpeedCast has used AsiaSat’s satellite capacity for the provision of satellite-based broadband services for over a decade. The transaction aims to facilitate SpeedCast’s development into a leading provider of global network and satellite communications services. AsiaSat will continue to be a significant supplier of satellite capacity and technical services for the VSAT operator. The proceeds from the non-core asset disposal will be used by AsiaSat to further develop its core business. Partner Jeanette Chan led the transaction. Rajah & Tann has advised KMP Investments Pte Ltd in respect of its acquisition of shares in Kentor Gold Ltd pursuant to subscription of approximately 7.5 million new shares under a share placement and subscription of its rights entitlements and underwriting of additional 8.3 million rights shares under a renounceable rights issue by Kentor Gold. KMP Investments’ total commitment under the placement and the rights issue amount to approximately A$13.8 million (US$14m). Kentor Gold is an Australian-based, emerging gold mining company listed on the ASX whilst KMP Investments is a subsidiary in the Salim group of companies. Partners Goh Kian Hwee and Lawrence Tan led the transaction which was completed on 20 August 2012. Herbert Geer acted as Australian legal advisers to Kentor Gold. Rajah & Tann has also advised Droxford International Ltd in respect of its subscription of up to A$50 million (US$50.9m) in principal amount of Class B convertible bonds issued by ASX-listed Atlantic Ltd, a company which is developing a diversified portfolio of resources projects. Atlantic Ltd’s flagship project is the Windimurra vanadium project located in Western Australia. Droxford International Ltd is a company controlled by the Salim group. Partners Goh Kian Hwee and Lawrence Tan also led the transaction which was completed on 22 August 2012. Freehills acted as Australian legal advisers to Droxford International Ltd. DLA Piper Australia advised Atlantic Ltd. Rodyk & Davidson is acting for White Haven Properties Pte Ltd, a unit of SGX-listed City Developments Ltd (CDL), in respect of its acquisition of a plot of URA land at Buangkok Drive/SengkangCentral. The successful bid of S$301 million (US$244.6m) for this 99-year leasehold site was the highest of five bids submitted. The site spans about 18,340 sq m with a maximum gross floor area of 55,023 sq m. It is projected that the developer will be able to construct some 580 dwelling units on the site. Partners Norman Ho and Melanie Lim are acting in the matter. Rodyk & Davidson is also acting for the consenting owners of Green Lodge Condominium at Toh Tuck Road in respect of the collective sale of the development for S$191.9 million (US$156m). The sale is subject to approval by the Strata Titles Board or High Court, as the case may be. This is the largest and most expensive collective sale of a freehold land site since 2008. Partner Lee Liat Yeang is leading the transaction. Shook Lin & Bok has advised CapitaMalls Asia Treasury Ltd (CMA Treasury), CapitaMalls Asia Ltd (CMA) and DBS Bank Ltd (DBS) in respect of the issuance of S$250 million (US$203m) 3.7 percent notes due 2022 by CMA Treasury under its S$2 billion (US$1.6b) euro medium term note programme guaranteed by CMA. DBS acted as the dealer. Partner Pok Eu Jin led the transaction. Simpson Thacher has represented JP Morgan and Nomura in respect of concurrent offerings by TPK Holding Co Ltd. (TPK) of US$230 million zero coupon convertible bonds due 2017 and US$236.2 million global depositary shares (GDSs). TPK is a leading touch solution provider with manufacturing facilities in China. TPK’s touch solutions are applied in a large number of market leading smartphones and tablets. The common shares of TPK are traded on the TWSE. Both the bonds and the GDSs are listed on the Luxembourg Stock Exchange. The firm’s advisory team included Chris Lin, Asher Hsu, Howie Farn, Tina Yu, Robert Holo, Marcy Geller, Jonathan Cantor and Andrew Purcell. Skadden has represented Japan-based Seven Bank in respect of its first acquisition outside Japan — a stock purchase agreement with FCTI Holdings LLC whereby Seven Bank acquired Financial Consulting & Trading International Inc, a California-based ATM operator. FCTI Holdings principally is held by Marlin Equity Partners LLC, a California-based private investment firm with more than US$1 billion of capital under management. The transaction, which closed on 5 October 2012, marks an important first step in Seven Bank’s full-scale entry into overseas ATM service markets. Partners Mitsuhiro Kamiya and Michael Mies led the transaction. Sullivan & Cromwell is representing Goldman Sachs Japan Co Ltd as financial adviser to eAccess Ltd (Japan) in respect of its acquisition by Softbank Corp (Japan). Partners Garth Bray, Keiji Hatano and Stephen Kotran are leading the transaction which was announced on 1 October 2012. Sullivan & Cromwell is also representing the independent investor group in respect of the acquisition of Louis Dreyfus Highbridge Energy, LLC (LDH Energy) by DF Energy Acquisition LLC, a private investment vehicle owned by Glenn Dubin, and an independent investor group, including investment vehicles established by family trusts created by Paul Tudor Jones and Timothy Barakett, and Continental Grain Company / Paul Fribourg. Partner Jay Clayton, with partners George Sampas, Andrew Mason and Marc Trevino, led the transaction which was announced on 3 October 2012. Trilegal has advised Indo Rama Renewables Jath Ltd, a subsidiary of Indo Rama Synthetics Ltd, in respect of its deal for developing a 30 MW wind energy project in Mahrashtra with Gamesa Wind Turbines, the Indian subsidiary of global turbine-maker Gamesa Corporacion Tecnologica SA. Gamesa will supply turbines to Indo Rama and the contract also involves commissioning of the supplied turbines by Gamesa. The deal marks the entry of Indo Rama into the renewable energy market. Partner Akshay Jaitly led the transaction which was announced on 18 September 2012. Trilegal has also acted as the Indian legal counsel for DBS Bank as the lead manager in respect of Amtek India’s establishment of foreign currency convertible bonds of US$70 million. Partner Srinivas Parthasarathy led the transaction. Walkers has acted as Cayman Islands counsel in respect of a US$500 million 3.25 percent senior capital securities offering by Doosan Infracore Co Ltd. Partner Kristen Kwok led the transaction. Walkers, with Morrison & Foerster, has also advised Global Logistic Properties Ltd (GLP), one of the world’s largest providers of modern logistics facilities, in respect of the sale of 16.7 percent of the total outstanding equity of GLP Japan Logistics Partners (GLP-JLP), whose legal entity is known as “Light Year One Holdings Ltd”, to clients of CBRE Global Multi Manager for JPY7.6 billion (US$98m) CBRE Global Multi Manager is the private equity indirect investment division of CBRE Global Investors, which is one of the largest institutional real estate investment managers in the world. GLP-JLP was a 50:50 joint venture between GLP and China Investment Corporation (CIC). At the time the joint venture was announced, GLP stated that its equity exposure to Japan would remain stable or would decrease over time. Following the transaction, GLP will retain a 33.3 percent interest in GLP-JLP and CIC will retain 50 percent. GLP will remain the asset manager of the portfolio with sole responsibility for day-to-day operations. Jones Day acted for CBRE whilst Milbank advised CIC. White & Case is acting as international counsel to CHAMP Private Equity Pte Ltd in respect of the acquisition by entities associated with CHAMP of a 33.2 percent stake in ASX-listed Miclyn Express Offshore Ltd (Miclyn) from Macquarie Capital Group Ltd and related processes. The consideration payable to Macquarie is approximately US$207 million plus an additional payment of up to approximately US$0.10 per share upon the achievement of certain earnings milestones by Miclyn, a leading service provider to the offshore oil and gas industry across South-East Asia, Australia and the Middle East. The transaction is CHAMP’s first investment into the South-East Asia region. The completion of CHAMP’s acquisition is expected to occur in late October 2012. Partner William Kirschner is leading the transaction. WongPartnership has acted for Olam International Ltd, as issuer, in respect of the establishment of its US$2 billion euro medium term note programme, and in its issue of the following series of notes under such programme: (a) S$350 million (US$285m) 5.8 percent fixed rate notes due 2019 issued as series 1; (b) S$250 million (US$203m) 2.5 percent notes due 2013 issued as series 2; and (c) US$500 million 5.75 percent fixed rate notes due 2017 issued as series 3. Partners Colin Ong, Khoo Yuh Huey and Tan Kay Kheng led the transaction. WongPartnership has also acted for Kindest Place Groups Ltd (KPG) in respect of the approximately S$1.18 billion (US$1b) acquisition by Heineken International BV of KPG’s approximately 22.2 million shares in Asia Pacific Breweries Ltd (APB), representing 8.6 percent of the total issued share capital of APB. Partners Ng Wai King, Andrew Ang, Annabelle Yip, Teo Hsiao-Huey and Audrey Chng led the transaction. |
Deals – 20 September 2012
Allen & Gledhill has advised StarHub Ltd (StarHub) in respect of its issue of S$220 million (US$179.7m) 3.08 percent fixed rate notes due 2022 under its S$1 billion (US#817m) multicurrency medium term note programme. Australia and New Zealand Banking Group Ltd and DBS Bank Ltd were the joint lead managers for the notes. Partners Tan Tze Gay and Glenn David Foo led the transaction.
Allen & Gledhill has also advised Darfera Pte Ltd (a wholly-owned subsidiary of City Developments Ltd) and Lam Huat Holdings Pte Ltd (a wholly-owned subsidiary of Hong Leong Corporation Holdings Pte Ltd) in respect of their grant of a joint option to sell certain land parcels at Jalan Lam Huat in Singapore, comprising a total land area of about 466,000 square feet, to BS Capital Pte Ltd at the price of S$240 million (US$196m). Partners Penny Goh and Tan Boon Wah led the transaction. Allens has advised the financiers to the SecureFuture consortium in respect of New Zealand’s first major PPP, the Wiri Men’s Prison Project. The SecureFuture consortium (comprising Serco Australia, Fletcher Construction, Spotless Services NZ, Accident Compensation Corporation, John Laing Investments and InfraRed, and advised by Macquarie Capital) has reached financial close on the NZ$840 million (US$696m) contract to build, operate and maintain the 960-bed prison in Wiri, South Auckland. Partners James Darcy and Ren Niemann led the transaction. AZB & Partners has advised Citigroup Global Markets India Private Ltd in respect of the amalgamation of JSW Ispat Steel Ltd with JSW Steel Ltd under a scheme pursuant to Sections 391-394 of the Companies Act 1956. The scheme also provides for the related reorganisation of certain businesses of JSW Ispat Steel Ltd and JSW Steel Ltd. Citigroup Global Markets India Private Ltd was the fairness opinion expert appointed by JSW Ispat Steel Ltd to comment on the fairness to the shareholders of JSW Ispat Steel Ltd of the swap ratio contained in the scheme. Partner Abhijit Joshi led the transaction which was completed on 1 September 2012. Clayton Utz has advised Chubu Electric Power Co Inc (Chubu Electric) in respect of its acquisition of an interest in the Ichthys LNG Project. Chubu Electric will join INPEX, TOTAL, Toho Gas, Tokyo Gas and Osaka Gas to develop the Ichthys fields, located in the Browse Basin off-shore of Western Australia, for the production of LNG and condensate. Chubu Electric will also enter into associated long term off-take arrangements from the Ichthys Project. Partners Kevin O’Sullivan and Adel van der Walt led the transaction. Clifford Chance has advised Nexans, a worldwide leading expert in the cable industry, in respect of its acquisition of a 75 percent equity interest in the Shandong Yanggu New Rihui joint venture, along with the historical shareholder Shandong Yanggu Cables Group Co Ltd which continues to hold a 25 percent equity interest. The transaction values the business (100 percent basis) on a debt and cash free basis at approximately €156 million (US$203.7m). Partner Kelly Gregory led the transaction. Clifford Chance has also advised FountainVest Partners in respect of its investment, as part of a consortium including Morgan Stanley Infrastructure and Olympus Capital, in Zhaoheng Hydropower Ltd, a privately owned holding company operating hydropower assets in China. The consortium is investing a second US$150 million following an initial US$150 million investment in Zhaoheng in 2010. The combined US$300 million investment represents the largest foreign investment in China’s renewable energy and hydropower sector. Partner Terence Foo led the transaction. CMS Hasche Sigle has advised Landesbank Baden-Württemberg in respect of its sale of around 8.78 percent of the share capital of Wüstenrot & Württembergische AG to Horus Finanzholding GmbH. The shares are traded on the Frankfurt Stock Exchange and Stuttgart Stock Exchange and on other stock exchanges in the regulated unofficial market (Freiverkehr). Partner Dr Thomas Meyding led the transaction. CMS Hasche Sigle has also advised Holtzbrinck Digital in respect of the sale of its stake in Poolworks (Germany) Ltd (formerly VZ Netzwerke Ltd) to US company VZ Network Holdings Inc, a subsidiary of US investment company Vert Capital. Poolworks operates the meinVZ, studiVZ and schuelerVZ social networks. Partner Dr Thomas Meyding also led the transaction. Davis Polk has advised Deutsche Bank AG Singapore Branch, Standard Chartered Bank and UBS AG Hong Kong Branch as the joint lead managers in respect of the HK$400 million (US$51.6m) Regulation S offering by Shui On Development (Holding) Ltd of its 9.75 percent high-yield notes due 2015. The notes are guaranteed by Shui On Land Ltd. The notes are consolidated and form a single class of notes with the HK$400 million (US$51.6m) and the HK$75 million (US$9.7m) aggregate principal amounts of 9.75 percent high-yield notes due 2015 issued on 16 February 2012 and 29 February 2012, respectively. Partner William F Barron led the transaction. Freshfields Bruckhaus Deringer has advised China Pacific Insurance (Group) Co Ltd (CPIC) in respect of its proposed private placement of H shares. CPIC has entered into subscription agreements to issue an aggregate of 462 million H shares to the Government of Singapore Investment Corporation, Norges Bank and Abu Dhabi Investment Authority for a consideration of approximately HK$10.4 billion (US$1.34b). The private placement is subject to the required regulatory approvals. Partners Calvin Lai and Grace Huang led the transaction. Freshfields Bruckhaus Deringer has also advised Alibaba Group, the largest e-commerce company in China, in respect of the financing of a major repurchase of shares from Yahoo! and on the restructuring of its relationship with Yahoo! in transactions valued at approximately US$7.6 billion. The financing package is the largest private financing for a private sector Chinese company and the largest ever non-LBO private financing for a technology company globally. The senior debt was provided by a number of international banks and a Chinese policy bank. The new preference shares and ordinary shares were placed with global institutional investors from Asia, Europe and the US. Ken Martin and David Winfield led the transaction. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel. Wachtel, Lipton, Rosen & Katz, led by partner Mark Gordon, acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Yahoo whilst Sullivan & Cromwell, led by partners Alexandra D Korry and Chun Wei, represented lead investors CIC International Co Ltd (Hong Kong), Boyu Capital (China) and CITIC Capital (China). Additionally, Morrison & Foerster represented Softbank in the three-way Softbank/Yahoo!/Alibaba transaction with Kenneth Siegal, Ivan G Smallwood, CJ Hoppel, Justin Jamail and Masato Hayakawa leading the team. Hadiputranto, Hadinoto & Partners (HHP) and Baker & McKenzie.Wong & Leow (BMWL), the member firms of Baker & McKenzie International in Indonesia and Singapore, have represented United Overseas Bank Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd and PT Bank Rabobank International Indonesia, as mandated lead arrangers and lenders, and PT Bank UOB Indonesia as mandated lead arranger, in respect of the US$110 million facility agreement for the new fatty alcohol plant of PT Ecogreen Oleochemicals in Batam, Indonesia. The facilities comprised three tranches provided by the three lenders and with three side letters stipulating the base interest rates and margins that were applicable to each of the lenders. While the three tranches were for one purpose and for one borrower, the structure was flexible for the lenders to create their own commercial arrangements with the borrower without the necessity to disclose the arrangement to the other syndicates. Partners Indri Pramitaswari Guritno (HHP) and James Huang (BMWL) led the transaction. Hogan Lovells has advised independent oil and gas exploration company Mitra Energy Ltd (Mitra) in respect of its farmout of a 75 percent working interest in Service Contract No. 56 (SC-56) located in the Sulu Sea in the Philippines to Total E&P Philippines BV (Total). SC-56 covers approximately 4,300km2 in water depths ranging from 200 metres to 3,000 metres and contains three gas discoveries. Mitra will operate a seismic acquisition programme, after which the operatorship will be transferred to Total for drilling operations. Brad Roach and Simonette Santos advised on the transaction. Hogan Lovells has also advised Neopost Japan Inc (Neopost Japan), a subsidiary of Neopost SA, in respect of its acquisition of the Hasler Division Business (HDB) from Nisshinbo Postal Chemical Co Ltd (NPC). The transaction was signed on 30 July 2012 and closed on 31 August 2012. The Neopost group is the number one company in Europe and second worldwide in mailroom solutions. Primarily located in Japan, HDB consists of sales, distribution and maintenance of franking machines, tax machines, car tax machines, UL machines, electronic scales and inserters. NPC is a subsidiary of Nisshinbo Holdings Inc., whose business areas lie in textiles, automobile brakes, paper products, mechatronics, chemicals, electronics and real estate. Partner Rika Beppu led the transaction. J Sagar Associates has acted as the sole Indian counsel for Export-Import Bank of India in respect of the issuance of US$500 million 4 percent notes due 2017 under its US$2.5 billion medium term note programme. The notes were issued under Reg S of the US Securities Act of 1933. The managers involved in this issuance of notes were Citigroup Global Markets Ltd London and Standard Chartered Bank Singapore. Partner Dina Wadia led the transaction whilst Allen & Overy was the sole international counsel. Jones Day has acted as international legal counsel for JM Financial Institutional Securities Private Ltd, JP Morgan India Private Ltd, SBI Capital Markets Ltd and Enam Securities Private Ltd in respect of the US$80 million qualified institutional placement of The South Indian Bank Ltd (SIB) equity shares which closed on 7 September 2012. SIB is one of the leading scheduled commercial banks in South India. Partner Manoj Bhargava led the transaction. Luthra & Luthra, led by Manan Lahoty, acted as the domestic lead counsel to the lead managers. Khaitan & Co has represented Heidelberg Cement India Ltd in respect of its successful defence before the Director General and the Competition Commission of India (CCI) for alleged cartelisation in cement industry. In India, Heidelberg Cement operates two cement plants and three grinding facilities in the south and west, as well as in central India. Partner Manas Kumar Chaudhuri acted on the transaction. Khaitan & Co has also advised New Enterprise Associates (India) Private Ltd (NEA) in respect of the investment for a significant minority stake in Trishe Developers Private Ltd. NEA is a venture capital firm consistently ranking among the top firms in portfolio IPOs each year. Partner Amitabh Sharma led the transaction. Minter Ellison has acted for Lazard Australia, a leading independent corporate advisory and investment firm, in respect of its acquisition of boutique competitor O’Sullivan Partners. Partner Daniel Scotti led the transaction. Watson Mangioni advised O’Sullivan Partners. Minter Ellison has also acted for GrainCorp and Gardner Smith in respect of their joint bid to acquire Integro Foods and the related long-term supply arrangements. GrainCorp agreed to acquire Gardner Smith and also Goodman Fielder’s commercial oils business, Integro Foods, and to combine the two newly-acquired businesses to form GrainCorp Oils, creating a leading integrated edible oils business. The combined purchase price was A$472 million (US$495m). Partners Costas Condoleon, Anthony Borgese, Gordon Williams and Antra Hood led the transaction. Freehills advised Goodman Fielder on the sale of Integro Foods whilst Gilbert + Tobin advised GrainCorp on the acquisition of Gardner Smith. Rajah & Tann has advised SGX-ST listed Grand Banks Yachts Ltd in respect of its S$5.238 million (US$4.28m) placement of new shares. The placees, Exa Ltd and Koh Cheng Keong, comprise a trust associated with Tan Sri Lim Kok Thay (chairman and CEO of Genting Berhad) and the chairman and managing director of the Only World Group. Grand Banks Yachts is engaged in manufacturing and selling of luxury yachts worldwide. Partners Chia Kim Huat and Danny Lim are leading the transaction which was announced on 17 September 2012 and is on-going, pending approval in-principle from the SGX-ST. Shook Lin & Bok has advised Mitsui & Co Ltd in respect of an investment in a joint venture with a wholly-owned subsidiary of Ascendas Land (Singapore) Pte Ltd to establish a JV company, Ascendas Fusion 5 Pte Ltd, for, inter alia, the development of Fusionopolis Phase 5, a 1.92-hectare site located within the one-north business park, at an estimated cost of S$370 million (US$302m). Partners Robson Lee and Andrea Chee led the transaction which is the first joint venture between the Mitsui Group and the Ascendas Group. Stamford Law and Allen & Gledhill are advising Fraser and Neave Ltd (F&N) in respect of its S$8.8 billion (US$6.5b) proposed takeover by TCC Assets Ltd (TCC Assets). TCC Assets announced a mandatory general offer of S$8.88 (US$7.25) per F&N share on 13 September 2012 after its shareholding in F&N, together with its concert parties, reached approximately 30.36 percent of the total issued F&N shares. TCC Assets is a special purpose vehicle owned by Charoen Sirivadhanabhakdi and his wife, who are the founders of Thai Beverage Public Company Ltd (ThaiBev). The takeover offer comes amidst the proposed sale by F&N of its shareholdings in Tiger Beer brewer Asia Pacific Breweries Ltd (APB) to Heineken, which was the subject of competing bids between Heineken and Kindest Place Groups Ltd, an entity linked with Charoen Sirivadhanabhakdi. The firm is also advising F&N on the sale of APB. Stamford partners Yap Lian Seng and Lean Min-tze are leading the transaction. Stamford Law is also advising Kreuz Holdings Ltd in respect of its application for transfer from the SGX-ST Catalist to the SGX-ST Mainboard and its proposed shareholders’ mandate to seek approval for a vessel acquisition with a contract price between US$100 – $120 million. Bernard Lui and Lim Swee Yong led the transaction. Sullivan & Cromwell is representing Goldman Sachs & Co as financial adviser to New York Life Insurance Company, America’s largest mutual life insurer, in respect of its US$285 million cash sale to ACE Ltd of Fianzas Monterrey SA, its wholly-owned surety bond business in Mexico. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close by early next year. Partner Stephen Kotran is leading the transaction which was announced on 12 September 2012. Sullivan & Cromwell is also representing JP Morgan Securities LLC as financial advisor to Citizens Republic Bancorp Inc in respect of its acquisition by FirstMerit Corporation. Partner Mitchell Eitel led the transaction which was announced on 13 September 2012. Trilegal has acted as domestic legal counsel to SAIF II Mauritius Company Ltd, one of the selling shareholders, in respect of the proposed IPO of Just Dial Ltd. The draft red herring prospectus has been filed with the SEBI in August 2012. Partners Charandeep Kaur and Srinivas Parthasarathy led the transaction. Trilegal has also advised Shriram Capital Ltd in respect of its merger control notification to the Competition Commission of India (CCI) on the subscription to 49.05 percent of the post issue paid up equity share capital of Shriram Financial Ventures (Chennai) Private Ltd (Shriram Chennai) by Sanlam Ltd, through its subsidiary Sanlam Emerging Markets (Mauritius) Ltd, resulting in an indirect stake of 26 percent in SCL (through Shriram Chennai’s holding in SCL). The transaction involved several inter-connected steps and individual transactions to ensure compliance with foreign investment regulations in the insurance sector. The notification analysed the impact of the transaction in the insurance and NBCF sectors in India. The notification was made on 6 July 2012 (agreements were signed on 6 June, 2012) and the CCI approved the transaction on 8 August 2012. Excluding the time taken to respond to the CCI’s request for additional information, the transaction was approved in 23 calendar days. Partner Sridhar Gorthi led the transaction. Uría Menéndez, with White & Case and De Brauw Blackstone Westbroek, has advised China Development Bank Corporation (CDB) and the Industrial and Commercial Bank of China (ICBC) in respect of the multimillion financing to Spanish multinational company Telefónica SA. Banco Bilbao Vizcaya Argentaria (BBVA) acted as agent. The transaction is the second tranche of the first publicly announced vendor financing granted to a Spanish company by CDB which closed in January earlier this year. Amounting to US$1.2 billion, the new line more than triples the amount of the original financing and will be available for ten years for the purchase of telecommunication solutions and services for Telefónica worldwide. The transaction was structured as a variable interest rate loan to Telefónica Europe BV, a BV incorporated in the Netherlands that is wholly owned by the borrower’s group and guaranteed by Telefónica SA. From China, White & Case’s partner Li Xiaoming advised CDB and ICBC with partner Baldwin Cheng. Uría Menéndez’s team was led by partner Juan Martín Perrotto. De Brauw Blackstone Westbroek’s team was headed by partner Geert Potjewijd in China. Weerawong, Chinnavat & Peangpanor has represented Kiatnakin Bank Pcl (Kiatnakin) in respect of its merger with Phatra Capital Plc (Phatra), a securities company listed on the SET. The merged entity, Kiatkakin-Phatra Financial Group, will offer both commercial banking and capital-market products and services. The deal closed on 12 September 2012 and is valued at approximately 36.2 billion (US$207m). Partner Peangpanor Boonklum led the transaction. The firm continues to work on the transfer of Kiatnakin Securities and Kiatnakin Fund Management to Phatra. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, is also acting as senior counsel in respect of a trademark suit filed by Ken Holdings Berhad against Sr Selta Sdn Bhd and 10 others over the usage of the term “KEN City” by one of the defendants. The plaintiffs claim that they have goodwill in the name “KEN” in the construction and property development industry and their projects using prefix “KEN” is well known and that the use of the name “KEN CITY” in a project in Ampang caused confusion and/or association of the project with the plaintiffs. The case, heard by the Intellectual Property High Court in Malaysia, will also decide on the loss of damages arising from an extended form of ‘passing off’ through the misrepresentation of “KEN City” as being associated with Ken Holdings. This case is pending a decision of the court. Partner Chew Kherk Ying is leading led the team. WongPartnership has acted for Mahindra Satyam, a leading global consulting, IT and business services provider, and SBI Hong Kong Holdings Co Ltd, a subsidiary of SBI Holdings, Inc. (leading global internet-based financial conglomerate and Japan’s largest venture capital and private equity house), in respect of the establishment of their inaugural US$50 million joint fund aimed at investing in ICT companies globally. Partners Low Kah Keong and Felicia Marie Ng led the transaction. WongPartnership has also acted for SFS intec, a wholly-owned subsidiary of the SFS Group, in respect of its acquisition of Unisteel Technology International Ltd (Unisteel), from a seller which since 2008 has been owned by the management and employees of Unisteel and an affiliate of Kohlberg Kravis Roberts & Co LP. Partners Ng Wai King, Quak Fi Ling and Audrey Chng led the transaction. |
Deals – 13 September 2012
Allen & Gledhill has advised Alpha Investment Partners Ltd in respect of the acquisition by a fund it manages of 17 units in a residential development in Singapore valued at approximately S$110 million (US$89.5m) through its purchase of 100 percent of the issued share capital of Botanic Investments Pte Ltd which owned the 17 units. Partners Richard Young, Eudora Tan and Lim Pek Bur led the transaction.
Allen & Gledhill has also advised NTUC Income Insurance Co-operative Ltd (NTUC Income) as the issuer, DBS Bank Ltd as global coordinator, and DBS Bank Ltd, Citigroup Global Markets Singapore Pte Ltd and Standard Chartered Bank as joint book-runners and joint lead managers, in respect of NTUC Income’s issue of S$600 million (US$488.3m) 3.65 percent callable subordinated notes due 2027 with coupon reset in 2022 at a fixed rate per annum equal to the aggregate of the then prevailing 5-year swap offer rate and 1.88 percent. Partners Margaret Chin, Glenn Foo, Tan Tze Gay and Bernie Lee led the transaction. Ashurst has acted for Fajr Capital Ltd in respect of its acquisition of Dubai International Capital’s stake in the MENA Infrastructure Fund, making it a co-sponsor in the GP alongside HSBC Bank Middle East and Abu Dhabi-based Waha Capital, as well as an LP alongside other regional and international investors. The MENA Infrastructure Fund is a US$300 million Dubai-based specialist asset manager established in 2007 to invest in infrastructure and energy projects in the Middle East and North Africa. Partner Alastair Holland led the team. Vinson & Elkins acted for the seller. AZB & Partners is representing the investors, composed of MKCP Institutional Investor (Mauritius) II Ltd, Lantau Institutional Investor (Mauritius) Ltd and Vista Institutional Investor (Mauritius) Ltd, in respect of their acquisition of approximately 9.9 percent of the equity shares of Jain Irrigation Systems Ltd for approximately US$63 million. Partner Darshika Kothari is leading the transaction which was signed on 4 September and is yet to be completed. AZB & Partners has also advised Mitsui & Co Ltd and Sanyo Special Steel Co Ltd in respect of their acquisition of 49 percent of Navyug Special Steel Private Ltd, a 100 percent subsidiary of Mahindra Ugine Steel Company Ltd, for approximately INR217 crores (US$40m). Partner Aditya Vikram Bhat led the transaction which was completed on 5 September 2012. Clifford Chance has advised Dynamic Grand Ltd, a company held by an investment fund managed by SPARX Asia Capital Management Ltd, in respect of its US$500 million acquisition of a 49 percent stake in Grandday Group Ltd from Chinese Estates Holdings Ltd. Grandday is a holding company with interests in property developments in China. Partner Neeraj Budhwani led the transaction. CMS Hasche Sigle has advised shareholders of BOTHE-HILD GmbH in respect of its acquisition by a private investor group led by FBM Finanzierung und Beteiligungen im Mittelstand GmbH Frankfurt. BOTHE-HILD GmbH is a leading supplier of industrial door solutions in Germany. FBM GmbH is a private equity firm focusing on long-term investment in established SMEs in German-speaking countries. Investment is funded exclusively by the company itself. Partner Heike Wagner led the transaction. CMS Hasche Sigle has also advised Gimv NV in respect of its acquisition, together with BayBG as co-investor, of a stake in GOVECS GmbH, a leading European manufacturer of e-scooters. In addition to Gimv NV and BayBG, existing shareholders (including the KfW bank and family offices) participated in the round of financing by contributing fresh capital, taking the total to around €10 million (US$12.9m). The new capital is earmarked for strengthening GOVECS GmbH’s leadership role in the growth market for e-scooters and for expanding production, development, marketing and sales. Stefan-Ulrich Müller led the transaction. Davis Polk has advised the initial purchasers composed of The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch International, Standard Chartered Bank, Australia and New Zealand Banking Group Ltd, Jefferies & Company Inc, Rabo Securities USA Inc and Deutsche Bank AG Singapore Branch, in respect of the Rule 144A/Regulation S offering by CFG Investment SAC of its US$300 million high-yield notes due 2019. The notes are guaranteed by CFG Investment SAC’s parent company, China Fishery Group Ltd and certain of its subsidiaries. Partners William F Barron and John D Paton led the transaction. CFG Investment SAC was advised by Baker & McKenzie as to US and Hong Kong law. Davis Polk has also advised Sumitomo Mitsui Banking Corporation in respect of its US$3 billion senior debt offering in reliance on the Section 3(a)(2) exemption of the Securities Act. The offering consisted of US$1 billion 1.35 percent senior bonds due 2015, US$1.25 billion 1.8 percent senior bonds due 2017 and US$750 million 3.2 percent senior bonds due 2022, each guaranteed by Sumitomo Mitsui Banking Corporation’s New York branch. The joint lead managers for the offering were Goldman Sachs & Co, Citigroup Global Markets Inc, Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. SMBC Nikko Securities served as international offering coordinator. Partners Theodore A Paradise, Arthur S Long and John D Paton led the transaction. Hadiputranto, Hadinoto & Partners (the member firm of Baker & McKenzie International in Indonesia) has acted as Indonesian counsel for Credit Suisse (Singapore) Ltd and Standard Chartered Bank, as joint lead managers, in respect of the issue and offering of the US$175 million 11.75 percent guaranteed senior notes due 2017 by Jababeka International BV. The notes are unconditionally and irrevocably guaranteed by PT Kawasan Industri Jababeka Tbk, a leading, fully integrated industry-based township developer in Indonesia, and a portion of its subsidiaries. The net proceeds from the offering will be used to refinance existing debts and for capital expenditure. Partners Erwandi Hendarta and Indah Respati led the transaction. K Law has advised social investment fund responsAbility Ventures I in respect of the second round of funding into DesiCrew Solution Private Ltd (DesiCrew), a company which provides rural business process outsourcing services in rural India. The funds will be primarily used for expanding operations of the company which had earlier raised funding from Ventureast Tenet Fund II. Partner Shwetambari Rao led the transaction. Lawyers at Work led by Talha Salaria represented DesiCrew. Khaitan & Co has advised Hutchison 3 Global Services Holdings Ltd Mauritius (H3G) in respect of the sale of its 100 percent stake in Hutchison Global Services Private Ltd (HGS) to Tech Mahindra Ltd for approximately US$87 million. Partners Haigreve Khaitan and Vaishali Sharma led the transaction which was completed on 4 September 2012. AZB & Partners, led by partner Abhijit Joshi, advised Tech Mahindra Ltd. Khaitan & Co has also represented Kingfisher Airlines Ltd before the Competition Appellate Tribunal (Compat) in respect of a fine of INR7.25 million (US$131,279) imposed by the Competition Commission of India (CCI) for alleged non-compliance of directions issued by it. The imposition of the fine was set aside by the Compat. Kingfisher Airlines operates flights across India and select international destinations. Partner Ajay Bhargava acted on the transaction. King & Wood Mallesons has advised Glencore in respect of its life-of-mine off-take agreement and provision of a financing facility to Straits Resources Ltd (Straits) which was announced last week. Under the deal, Glencore will provide a A$20 million (US$20.9m) secured short term facility to Straits and will sub-underwrite up to A$40 million (US$41.84m) of Straits’ A$60 million (US$62.76m) fully underwritten 1.55-for-1 pro rata renounceable entitlement offer. Glencore has also entered into a life-of-mine off-take agreement with Straits for the production from Straits’ Tritton copper mine. Partner Nicholas Pappas led the transaction. King & Wood Mallesons has also advised Glencore in respect of its acquisition of AACL Pty Ltd, a subsidiary of Australia’s biggest corporate grain grower AACL Holdings announced this week. Under the deal, Glencore will acquire all of the shares on issue in AACL Pty Ltd in consideration for funding support and a cash payment not exceeding A$8.5 million (US$8.9m) in aggregate, and the buy-back of the AACL shares in which Glencore has a relevant interest (approximately 16.5 percent of the AACL shares on issue). Partners David Eliakim and Nicholas Pappas led the transaction. Rodyk & Davidson has acted for consenting owners of Chateau Eliza at 18 Mt Elizabeth Road, off Orchard Road, in respect of the collective sale of the development to Newfort Realty Pte Ltd for S$92.2 million (US$75m). This translates to a land price of approximately S$1,749 (US$1,423) psf ppr. The sale is subject to the Order of Sale from the Strata Titles Board or High Court, as the case may be. Partner Lee Liat Yeang led the matter. Rodyk & Davidson has also advised Wirecard AG, a company listed on the TecDAX of the German Stock Exchange, in respect of the purchase of the entire issued and paid-up share capital of PT Prima Vista Solusi (Indonesia). The consideration comprises cash payments of approximately €39.7 million (US$51.2m) and earn-out components of up to approximately €4.7 million (US$6m), dependent on the operational profit of the acquired company in the years 2012 to 2014. Partner Evelyn Ang led the transaction, supported by partner Patrick Dahm. Shook Lin & Bok has advised HPL (Mayfair) Pte Ltd, an indirect wholly-owned subsidiary of Hotel Properties Ltd, in respect of an investment in a joint venture with Old Burlington Ltd and NL (Pollen) Ltd to purchase a commercial property in London from Standard Life Assurance Ltd for £85 million (US$136.2m). Partners Robson Lee and Andrea Chee led the transaction. Simmons & Simmons is advising ONGC Videsh Ltd in respect of its acquisition of a 2.72 percent interest in the Azeri, Chirag and Guneshli Fields (ACG) in Azerbaijan, one of the largest oil producing fields in the world, and a 2.36 percent interest in the associated BTC pipeline. ONGC Videsh signed a sale and purchase agreement to acquire interests in the ACG fields and the BTC Pipeline from NYSE-listed global energy company Hess Corporation. ONGC Videsh currently has a presence in 30 exploration and production projects in 15 countries. The acquisition is subject to relevant government and regulatory approvals and is expected to close by the first quarter of 2013. Partners Tom Deegan and Vivien Yang are leading the transaction. Simpson Thacher has represented the initial purchasers, led by Goldman Sachs, Deutsche Bank Singapore Branch and Barclays, in respect of the offer and sale by Tencent Holdings of S$600 million (US$488.4m) of 3.375 percent senior notes due 2018, pursuant to Rule 144A and Regulation S. Leiming Chen led the transaction. Squire Sanders has advised TransAlta Corporation in respect of the acquisition of the 125 megawatt dual-fuel Solomon Power Station from FMG Ltd for US$300 million. The parties also concluded a long term Power Purchase Agreement for the supply of power to FMG’s iron ore mining operations in the Solomon Hub in the Pilbara Region in Western Australia. TransAlta is Canada’s largest publicly traded power generator and wholesale marketing company of electricity and renewable energy. The Solomon Power Station is still under construction and will not be completed until Q4 2012, after financial close. Partner Duncan Maclean led the transaction which was announced 5 September 2012. Sullivan & Cromwell is representing Dutch financial services company ING Groep NV in respect of the approximately US$3 billion sale of its stake in US lender Capital One Financial Corp through an underwritten public offering. The Netherlands’ largest bank by assets is in a rush to raise capital as it needs to repay a government bailout and seeks to comply with more stringent banking regulations to weather a volatile business environment. Partners Andrew Soussloff and Mark Menting led the transaction. Sullivan & Cromwell is also representing China Mobile in respect of its subscription for 15 percent of the enlarged issued share capital in Anhui USTC iFLYTEK, a company listed on the Shenzhen Stock Exchange, for approximately US$215 million. Partners Kay Ian Ng, Chun Wei and Gwen Wong are leading the transaction which was announced on 23 August 2012. Trilegal has acted as domestic legal advisers to Axis Bank Ltd as the lender in respect of a term loan and standby letter of credit facility of US$36 million provided to Prometheon Enterprise Ltd, a wholly owned subsidiary of Cox and Kings Ltd. Partner Srinivas Parthasarathy led the transaction. Trilegal has also acted as domestic legal counsel to IDBI Bank Ltd in respect of the Singapore Dollar drawdown under its MTN programme. Partner Srinivas Parthasarathy led the transaction. Watson, Farley & Williams Asia Practice Singapore has advised Nordea Bank Finland Plc Singapore Branch and HSH Nordbank AG Singapore Branch as mandated lead arrangers in respect of a US$72 million loan post-delivery facility to Greenship Bulk to finance part of the acquisition cost of 4 x 63,200 dwt bulk carriers under construction at Yangzhou Dayang Shipbuilding Co Ltd. Nordea Bank Finland plc Singapore Branch acted as facility agent and security trustee. The vessels are commercially managed by Setaf Saget and the facility is guaranteed by, amongst others, Jaccar Holdings. Partner Simon Petch led the transaction. Watson, Farley & Williams Asia Practice Singapore has also acted as English and Singapore law counsel for the Fred. Olsen Energy ASA group of Norway in respect of a five year facility of up to US$1.5 billion entered into by Dolphin International AS (Dolphin), a subsidiary of Fred. Olsen Energy ASA. The facility was provided for the refinancing of Dolphin’s existing bank loans, the financing of the newbuild drillship Bolette Dolphin and for Dolphin’s general corporate purposes. The facility was provided by a syndicate of 12 international banks and GIEK/Eksportfinans. Partner Goh Mei Lin, assisted by partner Jin Ng, led the transaction. Weil, Gotshal & Manges has advised US movie exhibitor AMC Entertainment Holdings Inc in respect of its acquisition by Dalian Wanda Group Co Ltd (Wanda), creating the world’s largest cinema owner. The transaction is valued at approximately US$2.6 billion. As part of the transaction, Wanda intends to invest up to an additional US$500 million in AMC over time to fund AMC’s strategic and operating initiatives. AMC’s headquarters will remain in the Kansas City metropolitan area and day-to-day operations, including the process for film programming, will remain unchanged. Upon closing of the transaction on 31 August 2012, AMC became a wholly owned subsidiary of Wanda. Ernst & Young and Davis Polk & Wardwell advised Wanda. White & Case has represented state-owned Qatar Petroleum in respect of an ¥85 billion (US$1b) samurai bond offering in Japan. The bond is Qatar Petroleum’s first ever Japanese yen bond offering and it is the first yen bond offering by a Qatari entity. The 10-year JPY-denominated bond via private placement was guaranteed by Japan Bank for International Cooperation. The banks mandated were Daiwa, Mitsubishi UFJ Financial Group, Mizuho Financial Group, Nomura and Sumitomo Mitsui Financial Group. The deal team comprised partners Norifusa Hashimoto, Sean Johnson and Philip Stopford. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised the parent company of a specialist designer and manufacturer of security seals in respect of rendering a non infringement opinion for the patent infringement commenced by the client’s European subsidiary’s competitor. Partner Chew Kherk Ying led the team. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has also advised Sime Darby Berhad in respect of its subsidiary’s participation in a joint venture with the subsidiaries of SP Setia Berhad and the Employees’ Provident Fund Board. The JV vehicle was incorporated in Jersey, Channel Islands. The subsidiary of the JV vehicle, in turn, was utilised as the vehicle to acquire the Battersea Power Station in the United Kingdom. Partner Brian Chia led the transaction. WongPartnership has acted for Société Générale in respect of their establishment of a US$2 billion retail structured note programme on 31 May 2012, and the launch and public offering in Singapore of up to S$500 million (US$407m) in Series 1 equity linked notes under the programme. Partners Rosabel Ng and Trevor Chuan led the transaction whilst partners Tan Kay Kheng and Tan Shao Tong advised on tax matters. WongPartnership has also acted for the Bank of New York Mellon, as trustee and issuing and paying agent, in respect of DBS Bank Ltd’s S$1 billion (US$813.7m) notes issued under DBS Bank Ltd’s US$15 billion global medium-term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. |
Deals – 6 September 2012
Allen & Gledhill is advising Nippon Steel Corporation in respect of its agreement with BlueScope Steel Ltd to form a new joint venture, NS BlueScope Coated Products. Partners Christian Chin and Daren Shiau are leading the transaction which is valued at US$1.36 billion.
Allen & Gledhill is also advising China Merchants Holdings (Pacific) Ltd in respect of its proposal to acquire the entire issued ordinary share capital of Beilun (Hong Kong) Investments Ltd for an estimated maximum of HK$1.8 billion (US$232m). On completion, Beilun will be the direct parent company of Ningbo Beilun Port Expressway Co Ltd. Partners Lim Mei and Hilary Low are leading the transaction. Allen & Gledhill is advising PTT Mining Ltd (PTTML) and Deutsche Bank AG Singapore Branch in respect of Deutsche Bank’s general offer, for and on behalf of PTTML, for all the shares in the capital of Sakari Resources Ltd, other than those already owned, controlled or agreed to be acquired by PTTML. The transaction is valued at approximately S$1.19 billion (US955m). Partners Song Su-Min, Lee Kee Yeng and Christopher Koh are leading the transaction. WongPartnership, led by partners, Andrew Ang, Annabelle Yip and Dawn Law, acted for Sakari Resources Ltd (formerly known as Straits Asia Resources Ltd). Allen & Gledhill is advising FEO Hospitality Asset Management Pte Ltd (FEOHAM), as manager of Far EastHospitality Real Estate Investment Trust (Far East H-REIT) and FEO Hospitality Trust Management Pte Ltd (FEOHTM), as trustee-manager of Far EastHospitality Business Trust, and certain members within the Far East Organization group of companies, as sponsor of Far East Hospitality Trust (Far East H-Trust), in respect of FEOHAM and FEOTAM’s issue of approximately 1.6 billion stapled securities in Far EastH-Trust on the SGX ST. The issue raised gross proceeds of approximately S$1.49 billion (US$1.2b) which was used to finance the acquisition by Far East H-REIT of the initial portfolio of 11 properties with a total value of over S$2 billion (US$1.6b). Partners Jerry Koh, Ho Kin San, Foong Yuen Ping, Ernest Teo Shen-Yi and Fock Kah Yan are leading the transaction. Allens has advised renewable energy company Meridian Energy Australia (Meridian) in respect of the development of the Mt Mercer Wind Farm which will commence construction in December. Located near Ballarat in Victoria, the 64 turbine, 131 megawatt wind farm will provide enough renewable energy to power the entire area of Ballarat. Partner Anna Collyer led the transaction. Amarchand Mangaldas has acted as the Indian legal adviser to ICICI Bank Ltd in respect of the update of its US$5 billion medium term note programme pursuant to Regulation S and Rule 144A of the United States Securities Act of 1933 and the issue of US$750 million 4.7 percent notes due 2018 through the Dubai branch under the programme. The update was completed on 8 August 2012 and the drawdown closed on 21 August 2012. The dealers for the programme were Citigroup Global Markets Singapore Pte Ltd, Citigroup Global Markets Ltd and Deutsche Bank AG Singapore Branch whilst the lead managers for the drawdown were Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc, Merrill Lynch International and Standard Chartered Bank. Partner Niloufer Lam led the transaction whilst Davis Polk and Wardwell advised as to US, English and Hong Kong law, Allen & Gledhill as to Singapore law, Zu’bi Law Firm as to Bahrain law and Al Tamimi & Company as to Dubai law. The legal adviser to the dealers/lead managers as to US and English law was Latham & Watkins. AZB & Partners has advised Tata Steel Ltd in respect of its voluntary open offer to acquire approximately 1.73 million equity shares from the equity shareholders of Tata Sponge Iron Ltd at an offer price of approximately INR375 (US$6.71) per equity share. The open offer was accepted by the target’s equity shareholders, thereby increasing Tata Steel’s stake in Tata Sponge Iron from 39.74 percent to 51 percent. Partners Shameek Chaudhuri and Varoon Chandra led the transaction which was completed on 24 August 2012 and was valued at approximately INR650 million (US$11.7m). AZB & Partners has also advised MKCP Institutional Investor (Mauritius) II Ltd, Lantau Institutional Investor (Mauritius) Ltd and Vista Institutional Investor (Mauritius) Ltd in respect of their acquisition of approximately 8.3 percent of equity shares of Educomp Solutions Ltd. Partner Shuva Mandal led the transaction which was completed on 26 July 2012 and was valued at approximately INR1.7 billion (US$30m). Clayton Utz is advising ASX-listed Salmat Ltd in respect of the sale of its Business Process Outsourcing (BPO) division to Japan’s FUJIFILM Holdings Corporation for A$375 million (US$383m). The transaction was announced to the market on 27 August 2012. Salmat is Australia’s leading omni-channel communications partner. The sale, which remains subject to FIRB approval, is expected to complete in mid-October. Clifford Chance has advised AUS$rill Ltd in respect of its acquisition of the Best Tractor Parts (BTP) Group for A$165 million (US$168.6m). AUS$rill is a diversified mining services company listed on the ASX with operations in Australia, Africa and the UK. Partners Paul Vinci and Justin Harris led the transaction. Clifford Chance has also advised Hanwha Chemical, South Korea in respect of the asset purchase agreement to acquire Q-Cells SE’s headquarters in Germany, its production facilities in Germany and Malaysia and its sales offices in the US, Australia and Japan from Q-Cells’ insolvency administrator. Through the successful acquisition of Q-Cells, Hanwha Group will become the third largest solar manufacturer in the world. Q-Cells, which belongs to the world’s leading photovoltaics companies, filed for bankruptcy on 3 April 2012. Partner Dr Bernd Meyer-Witting, with partner Hyun S Kim, Nicole Engesser Means, Dr David Elshorst and Dr Thorsten Vormann, led the transaction. CMS Hasche Sigle has advised Italian company Marposs SpA in respect of its acquisition of Dittel Messtechnik GmbH. Marposs is a global company engaged in precision metrology equipment for machining operations. Dittel Messtechnik GmbH is a highly specialised company which manufactures and develops grinding process control solutions. Partners Dr Peter Baisch and Dirk Loycke led the transaction. CMS Hasche Sigle has also advised Funkwerk Group in respect of the merger of Hörmann-Funkwerk Kölleda GmbH (FWK) into Funkwerk AG. Hörmann-Funkwerk Kölleda GmbH (FWK) is part of the Traffic & Control Communication division of the Funkwerk Group. Following the resolution adopted by the shareholders’ meeting of Kölleda-based Funkwerk AG in June 2012, the merger of Hörmann-Funkwerk Kölleda GmbH (FWK) into Funkwerk AG was entered into the Commercial Register on 28 August 2012. Partner Eckhart Braun led the transaction. Davis Polk is advising Daikin Industries Ltd in respect of its US$3.7 billion acquisition of Goodman Global Inc from affiliates of Hellman & Friedman LLC. Closing is subject to, among other conditions, receiving competition law approvals in relevant jurisdictions. Headquartered in Osaka, Japan, Daikin Industries is a diversified Japanese manufacturing company and a global leader in heating, ventilating and air conditioning (HVAC) products. Based in Houston, Texas, Goodman Global is a leading North American manufacturer of HVAC products for residential and light commercial use. Hellman & Friedman is a leading private equity investment firm based in San Francisco, California. Partners Theodore A Paradise, Mischa Travers and Michael Davis are leading the transaction. Simpson Thacher & Bartlett is counsel to Goodman Global and Hellman & Friedman. Davis Polk has also advised Citigroup Global Markets Ltd, Deutsche Bank AG Singapore Branch, Goldman Sachs (Singapore) Pte and UBS AG Singapore Branch as the joint lead managers in respect of a Rule 144A and Regulation S offering by Temasek Financial (I) Ltd of US$1.2 billion 2.375 percent guaranteed notes due 2023 and US$500 million 3.375 percent guaranteed notes due 2042 under its US$10 billion medium-term notes program. The notes are guaranteed by Temasek Holdings (Private) Ltd. Partners James C Lin, John D Paton and Danforth Townley led the transaction. Temasek was advised by Latham & Watkins as to US and UK law and by Allen & Gledhill as to Singapore law. Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie International in Indonesia, has represented DBS Bank Ltd in respect of the uncommitted term loan facilities in the aggregate principal amount up to US$100 million to be granted to PT Adira Dinamika Multi Finance Tbk (Adira). DBS Group Holdings has reported that it has entered into a share purchase agreement on shares of PT Bank Danamon Indonesia Tbk (Danamon), one of Indonesia’s leading banks. Adira is the automotive financing subsidiary of Danamon. Partner Timur Sukirno led the transaction which is subject to approvals. Herbert Smith has advised Macquarie Capital as placing agent in respect of the sale of 9.1 million shares in SM Investments Corporation, a Manila-based conglomerate listed on the Philippine Stock Exchange, under a top-up placing structure. The sale of shares, including to institutional investors in the United States under Rule 144A, raised US$151 million for SM Investments. The sale benefited from significant investor interest in gaining exposure to the residential real estate, retail, banking and hospitality sectors in the Philippines. Partner Kevin Roy led the transaction. K Law has advised Canvera Digital Technologies Private Ltd (Canvera) and its promoters in respect of the Series B round of funding by Info Edge India Ltd into Canvera. Canvera is engaged in providing online software, IT enabled services and products for photographers. The funds will be primarily used for expanding sales and marketing operations of the company and for building various hosted solutions for photographers. Info Edge India Ltd runs consumer internet portals, including Naukri.com, and is also an investor in various other digital media entities in India. The company had earlier raised funding from Footprint Ventures, DFJ and Mumbai Angels. The investor has invested INR350 million (US$ 6.5m) into Canvera in the current round of investment. Partner Shwetambari Rao led the transaction. Info Edge India Ltd was represented by J Sagar Associates led by partner Rohitashwa Prasad whilst the existing investors were represented by Indus Law. Khaitan & Co has advised Hospira Inc and Hospira Healthcare India Private Ltd in respect of the acquisition of active pharmaceutical ingredient (API) manufacturing facility, along with associated research and development (R&D) facility of Orchid Chemical & Pharmaceuticals Ltd for approximately US$200 million. Hospira Inc is a NASDAQ listed company and is a world leading provider of injectable drugs and infusion technologies. Hospira Healthcare India Private Ltd is the Indian subsidiary of Hospira Inc. Partners Haigreve Khaitan and Aakash Choubey represented the client on the transaction. Khaitan & Co has also advised United Drug plc in respect of the acquisition of Bilcare Global Clinical Supplies from Bilcare Ltd, an Indian company listed on the BSE, for US$61 million. Listed on the stock exchanges in London and Dublin, United Drug is a leading international provider of services to healthcare manufacturers and pharmaceutical retailers, with operations in over 20 countries. Partner Rabindra Jhunjhunwala represented the client on the transaction. King & Wood Mallesons has acted for the arrangers (Commonwealth Bank of Australia (Capital Markets Division) and Morgan Stanley Australia Securities Ltd), on regulatory and structuring matters, and for the joint lead managers (ANZ Securities Ltd, Commonwealth Bank of Australia (Capital Markets Division), Goldman Sachs Australia Pty Ltd, Macquarie Capital (Australia) Ltd, Morgan Stanley Australia Securities Ltd, RBS Equity Capital Markets (Australia) Ltd and Westpac Banking Corporation) on offer management arrangements, in respect of the issue of a new hybrid, PERLS VI, by Commonwealth Bank of Australia (CBA) which is expected to raise approximately A$750 million (US$767m). CBA’s offer included a reinvestment offer which enables eligible PERLS IV holders to invest in PERLS VI by selling some or all of their PERLS IV though an on-market buy-back facility and automatically reinvesting the proceeds in PERLS VI. The firm also acted for Morgan Stanley (an arranger) in its role as the on-market buying broker in connection with the reinvestment offer and as resale broker in connection with the proposed resale of the remaining PERLS IV on 31 October 2012. Partners Shannon Finch and Mark McFarlane led the transaction. Freehills acted for CBA. Orrick, Herrington & Sutcliffe is representing VanceInfo Technologies Inc in respect of its tax-free, all-stock merger of equals with hiSoft Technology International Ltd valued at US$875 million. Creating the largest China-based offshore IT services provider, this deal represents one of the largest mergers between two Chinese companies listed in the United States. VanceInfo is listed and traded on the NYSE while the stock of hiSoft is listed and traded on NASDAQ. Under the terms of the agreement, VanceInfo and hiSoft shareholders will each own approximately 50 percent of the combined company. hiSoft will be the legacy listed company in the merger and its shares will continue to be listed on the NASDAQ Global Select Market. A new name for the combined company will be announced in due course. Partners Jeffrey Sun and Richard Vernon Smith, with partners Maurice Hoo, Juliano Banuelos and Grady Bolding, led the transaction. Paul Hastings has advised China Everbright International Ltd (China Everbright), an HKSE-listed company focusing on environmental protection and alternative energy businesses in China, and its controlling shareholder Guildford Ltd in respect of China Everbright’s US$162 million top-up placement. JP Morgan was the sole placing agent. China Everbright plans to use the net proceeds for the development of its environmental protection business and for general working capital. Partner Raymond Li led the transaction. Davis Polk, led by partner Antony Dapiran, advised JP Morgan Securities (Asia Pacific) Ltd as the placing agent whilst Paul Hastings advised as to US law and Angara Abello Concepcion Regala & Cruz Law Offices advised as to Philippines law. Rajah & Tann has advised OCBC Bank and its insurance arm Great Eastern Holdings Ltd in respect of a deal involving the sale by the group and the Lee family of their stakes in Fraser & Neave Ltd and Asia Pacific Breweries Ltd to Thai Beverage and Kindest Place Groups Ltd, for S$3.8 billion (US$3b). F&N and Asia Pacific Breweries are listed on the SGX. OCBC Bank, Great Eastern and Thai Beverage are all also SGX-listed groups. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh led the transaction which was completed on 14 August 2012. Simmons & Simmons has advised Shenyang Jinbei Vehicle Manufacturing Co Ltd in respect of an acquisition creating a joint venture in Russia. Jinbei, the light commercial vehicle subsidiary of Brilliance Auto Group, aims to manufacture and sell vehicles in Russia through a JV with its Russian partner AMS Auto. Total investment of the project is US$25.25 million. Through a Hong Kong holding company, Jinbei holds 60 percent of the shares of the JV that will manufacture Jinbei-brand light-duty trucks in Ulyanovsk, Russia. The remaining 40 percent of the shares of the JV is held by AMS Auto. Partner Eric Lin led the transaction which was completed on 28 August 2012. Simpson Thacher is representing Kohlberg Kravis Roberts & Co LP (KKR) and the management of Unisteel Technology International Ltd (Unisteel) in respect of the sale of Unisteel to SFS intec, a wholly owned subsidiary of SFS Group. The transaction is subject to customary closing conditions and is expected to be completed in the third quarter of 2012. The team advising on the transaction includes Kathryn King Sudol, Ian Ho and Sara Schuman. Skadden, Arps, Slate, Meagher & Flom is representing Jason Nanchun Jiang, Chairman of the Board and Chief Executive Officer of Focus Media Holding Ltd, and his affiliates, as part of a consortium also comprising The Carlyle Group, CITIC Capital Partners, CDH Investments, China Everbright Ltd and FountainVest Partners, in respect of the proposed US$3.5 billion going-private transaction for Focus Media Holding Ltd, a leading media company that operates China’s largest lifestyle targeted interactive digital media network. The transaction constitutes the largest ever delisting of an NYSE-listed Chinese company. Partners Peter Huang and Michael Gisser are leading the transaction. Squire Sanders (AU) has acted for the Crocodile Gold Group in respect of the consolidation of approximately A$32 million (US$32.7m) in performance bonding and various other financing facilities with ANZ, including negotiating with Credit Suisse AG with respect to an existing A$80 million (US$79.2m) gold prepay facility secured over Crocodile Gold’s Australian operations. Partner John Poulsen and Associate Peter Seares led the transaction. Sullivan & Cromwell is representing China Telecom Corporation Ltd in respect of its US$13.4 billion acquisition of certain CDMA network assets and associated liabilities from its parent company, China Telecommunications Corporation. Partner Chun Wei is leading the transaction which was announced on 22 August 2012. Sullivan & Cromwell is also representing ING Groep NV (Netherlands) in respect of the CAD 3.1 billion (US$3.13b) sale of ING Direct Canada (Canada) to Scotiabank (Canada). The transaction was announced on 29 August 2012 and is reportedly the largest bank M&A deal in Canada since 1999. Partner Mark Menting led the transaction whilst Norton Rose Canada, led by partners Peter Wiazowski and Andrew Fleming, acted as co-counsel. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has represented Itochu Corporation in respect of an acquisition of a 20 percent stake and a subscription of a 5 percent stake in Agromate Holdings Sdn Bhd, one of Malaysia’s largest companies engaged in the trading, marketing and manufacturing of chemical fertilisers and one of Asia’s largest manufacturer of nitrogen, phosphate and potassium based fertilisers. The firm also advised Itochu Corporation on the entry of a shareholders agreement with the remaining shareholders of Agromate Holdings Sdn Bhd. Partner Brian Chia led the transaction that concluded in early August. WongPartnership has acted for AXA Real Estate Investment Managers in respect of the establishment of the Tokyo Office Property Fund, which raised US$126 million in equity to invest in mid-sized Tokyo office properties. Partners Low Kah Keong and Felicia Marie Ng led the transaction. |