Allens has advised DEXUS Property Group, one of Australia’s largest diversified property groups, in respect of two major transactions. The firm advised in respect of a new capital partnership with one of the largest institutional pension funds in the world to co-invest in a selection of DEXUS’s major Australian industrial property projects in a partnership worth A$360 million (US$372.8m) with the potential to grow in the future. The firm also advised DEXUS in respect of its purchase of the thirteen-storey office building at 50 Carrington Street, Sydney from Retail Employees Superannuation Trust for more than A$58 million (US$60m). Partners Mark Stubbings and Nigel Papi led the transactions.
Allens has also advised a Charter Hall-managed wholesale entity in respect of its acquisition of the Bay Village Shopping Centre in New South Wales for A$164 million (US$169.6m). The firm also advised Charter Hall on the trust’s establishment and investment, development and property management arrangements. The 29,162 square metre modern sub-regional shopping centre is located 90 kilometres north of Sydney. The property will be held within a newly established unlisted wholesale trust. The trust, known as RP2, is owned by one of Charter Hall’s global institutional partners who hold an 80 percent interest with the remaining 20 percent equity held by the Charter Hall Property Trust coinvestment portfolio. Partner Nicholas Cowie led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has acted as Indian legal advisors to South Asia Private Investments and other affiliates of Bain Capital Partners in respect of their proposed purchase of approximately 30 percent of the share capital of NYSE-listed Genpact Ltd from entities affiliated with General Atlantic (GA) and Oak Hill Capital Partners (Oak Hill) for approximately US$1 billion. Genpact is a global leader in business process management and technology services. Partners Ashwath Rau and Vandana Pai Bharucha led the transaction which is expected to close in 2012, subject to anti-trust and competition clearances and other customary closing conditions. Nishith Desai Associates acted as Indian legal and tax counsel for General Atlantic Partners and Oak Hill Capital Partners. Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as Indian legal advisors to the issuer in respect of the update of the US$1 billion medium term note programme of Indian Overseas Bank acting through its Hong Kong Branch pursuant to Regulation S of the US Securities Act of 1933 and the issue of US$500 million 4.625 percent notes due 2018 under the programme. The update was completed on 30 March 2012 and the drawdown closed on 21 August 2012. The dealers for the programme and joint lead managers for the drawdown were Standard Chartered Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and JP Morgan Securities plc. Partner Niloufer Lam led the transaction. Allen & Overy acted as the international legal counsel to the dealers/lead managers for the issue. AZB & Partners has advised Pinebridge fund entities Ashoka Investments Holdings Ltd and Ambadevi Investments Holdings Ltd in respect of the acquisition of approximately 76 percent of the shares of Firepro Systems Private Ltd by the Panasonic Corporation through its subsidiary Anchor Electricals Private Ltd. Partner Gautam Saha led the transaction which was completed on 29 May 2012. AZB & Partners has also 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$10.5m) and its acquisition of 44 percent of the equity shareholding in PVR Leisure Ltd and convertible preference shares for approximately INR500 million (US$ 9.1m). Partner Vinati Kastia led the transaction. Clayton Utz has advised Toronto and New York listed Cameco Corporation, one of the world’s largest uranium producers, in respect of an agreement with BHP Billiton for the acquisition of the Yeelirrie uranium project in Western Australia for US$430 million. Yeelirrie is one of Australia’s largest undeveloped uranium deposits, located about 650 kilometres northeast of Perth and about 750 kilometres south of Cameco’s Kintyre exploration project. Partners Heath Lewis and Brett Cohen led the transaction which is subject to regulatory approvals. Clayton Utz has also advised TSX listed global lithium producer Talison Lithium Ltd in respect of its entry into a scheme implementation agreement with US headquartered specialty chemical producer Rockwood Holdings Inc. Under the terms of the current scheme proposal, Rockwood will acquire all of Talison’s outstanding securities, valuing the deal at approximately C$724 million (US$731.7m). Partner Heath Lewis led the transaction. Colin Ng & Partners has acted for China Auto Corporation Ltd in respect of its acquisition of 53,631 ordinary shares representing 25 percent of the issued and paid-up share capital of Neftech Pte Ltd for S$47.77 million (US$38m). The consideration for the acquisition was satisfied by the issue and allotment of approximately 1.22 billion shares in the issued and paid-up capital of the company to a group of sellers comprising, inter alia, directors Quek Sim Pin and Victor Levin. The acquisition increased the company’s interest in Neftech to 48.9 percent and was completed on 27 July 2012. Partner Elaine Beh led the transaction. Freshfields Bruckhaus Deringer has advised China Telecom Corporation Ltd (China Telecom) in respect of its proposed acquisition of CDMA network assets and associated liabilities held by its parent company, China Telecommunications Corporation. HKSE-listed China Telecom has agreed to acquire the network for an initial consideration of RMB84.6 billion (US$13.3b). The acquisition is subject to the required regulatory and shareholders’ approvals and is expected to take place by 31 December 2012. Teresa Ko, supported by partner Richard Wang, led the transaction. Sullivan & Cromwell, led by partner Chun Wei, also advised China Telecom. Herbert Smith has advised Industrial and Commercial Bank of China Ltd (ICBC) in respect of its issue of RMB1 billion (US$15.8m) three-year fixed-rate bonds due 2015. This is the first overseas RMB bonds issue by ICBC, the world’s largest bank in terms of market capitalisation. Partner Tom Chau led the transaction. Linklaters advised the joint lead managers and joint bookrunners composed of Industrial and Commercial Bank of China (Asia) Ltd, ICBC International Capital Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Nomura International Plc, Goldman Sachs (Asia) LLC, Bank of Communications Co Ltd Hong Kong Branch and BOCOM International Securities Ltd. Hogan Lovells has advised Australia and New Zealand Banking Group Ltd (ANZ) in respect of two financing deals with a combined value of HK$2.5 billion (US$322.3m). The firm advised ANZ and DBS Bank Ltd as mandated lead arrangers and lenders to Brilliant Circle Holdings International Ltd to fund the acquisition by Brilliant Circle of at least 60 percent of the total issued share capital of Giant Sino Investments Ltd. The amount was subsequently upsized from HK$300 million (US$38.7m) to HK$500 million (US$64.5m) on syndication. The firm also advised the bank group led by ANZ in respect of the HK$2 billion (US$257.9m) term and revolving facilities advanced by ANZ, Commonwealth Bank of Australia, Chinatrust Commercial Bank, CITIC Bank International Ltd, Malayan Banking Berhad and The Bank of Tokyo-Mitsubishi UFG Ltd Hong Kong Branch as lenders to AMVIG Holdings Ltd to refinance existing indebtedness. Partner Allan Wardrop led the transaction. J Sagar Associates has advised BSE and NSE listed Everonn Education Ltd and its promoters, the Varkey Group / GEMS Education, in respect of the acquisition of Bharti’s education business, Centum Learning Ltd (Centum). Subsequent to the receipt of necessary regulatory approvals, Centum will merge with Everonn. In consideration for the acquisition, the shareholders of Centum will receive cash and shares in Everonn. Partner Lalit Kumar led the transaction. J Sagar Associates has also advised AbsolutData Research and Analytics Solutions Pvt Ltd and its promoters in respect of the US$20 million investment by Fidelity Growth Partners India (Fidelity), the India-focused private equity arm of Fidelity Worldwide Investment, in the AbsolutData group. The transaction involved restructuring of the AbsolutData group to facilitate Fidelity’s direct or indirect interest in the entire value chain within the group. The transaction entailed a US leg, as well an India leg. Partner Manvinder Singh led the transaction. Fidelity was advised by Trilegal led by partner Harsh Pais. The US counsels involved in the transaction were Goodwin Procter and Schulte Roth & Zabel. K Law has advised Pipavav in respect of its MOU for strategic partnership with Swedish defence company SAAB. In conjunction with this, the firm also advised Pipavav on their technical partnership agreement with SAAB. The MOU covers an investment by Saab of approximately MSEK 250 (US$37.5m) through a suitable structure, subject to all necessary approvals, during coming months. Pipavav is one of the strongest private players in the naval domain in India and has ambitions also in other defence areas. Saab serves the global market with world-leading products, services and solutions ranging from military defence to civil security. Partner Naina Krishna Murthy, assisted by partner Praveen Raju, led the transaction. SAAB was advised by Seth Dua & Associates. K Law has also advised Larsen & Toubro in respect of the share sale and purchase agreement with Toshiba Machine Co Ltd Japan for the sale of its entire shareholding in L&T Plastics Machinery Ltd. The share sale will be subject to completion of final closing conditions. L&T Plastics Machinery, a wholly owned subsidiary of L&T, manufactures injection moulding machines. Toshiba Machine also manufactures injection moulding machines and other machinery with plants in Japan and China. Partner Naina Krishna Murthy, assisted by partner Sankar Swamy, led the transaction. Toshiba Machine was advised by Japanese law firm Mori Hamada & Matsumoto and Khaitan & Co. Khaitan & Co has advised SG Holdings Co Ltd Japan in respect of a joint venture with Sindhu Cargo Services Ltd to carry out freight forwarding, customs clearance and integrated logistics related activities. Partner Zakir Merchant led the transaction. Khaitan & Co has also advised business historian Dr Gita Piramal in respect of the sale of 95 percent stake in BP Ergo Ltd to HNI Corporation. Partner Aakash Choubey led the transaction. King & Wood Mallesons has acted for Singapore-based Ascendas Group, Asia’s leading provider of business space solutions, in respect of the Australian aspects of its S$385 million (US$307m) IPO and listing of stapled securities in Ascendas Hospitality Trust. The IPO is the largest capital raising of its type in Singapore so far this year. The proceeds of the IPO have been used by the trust in its acquisition of a Pan-Asian portfolio of 10 hotel assets, situated across six cities in Australia, China and Japan. Partner John Sullivan led the transaction. Allen & Gledhill (Singapore) also advised the issuer whilst WongPartnership advised the investment banks that underwrote the IPO. Kirkland & Ellis is representing the independent committee of the board of directors of Focus Media Holding Ltd in respect of its going-private transaction proposed by affiliates of FountainVest Partners, The Carlyle Group, CITIC Capital Partners, CDH Investments and China Everbright Ltd and Jason Nanchun Jiang, chairman of the board of directors and chief executive officer of Focus Media, and his affiliates. Partners David Zhang and Jesse Sheley are leading the transaction. Maples and Calder has acted as Cayman Islands counsel to Nasdaq-listed Tudou Holdings Ltd in respect of its merger with NYSE-listed Youku Inc in a deal estimated to be valued at about US$1.1 billion. Both companies are incorporated in the Cayman Islands and were previously competitors in China’s online video space. The merger became effective on 23 August 2012 and resulted in Tudou becoming a wholly owned subsidiary of Youku (which was re-named as Youku Tudou Inc), with Tudou’s former shareholders receiving shares and ADSs of Youku Tudou Inc in exchange for the cancellation of their shares and ADSs of Tudou. Partner Greg Knowles led the transaction whilst Kirkland & Ellis, led by partners Jesse Sheley and Pierre Arsenault, and Fangda Partners acted as US and Chinese counsel, respectively. Skadden and TransAsia Lawyers acted as US and PRC counsel, respectively to Youku. Minter Ellison has acted as Australian counsel to ASX top 200 company FKP Property Group in respect of its underwritten A$208 million (US$215.2m) accelerated non-renounceable pro-rata entitlement offer of stapled securities to its existing shareholders. The net proceeds will be used by FKP to repay debt and provide liquidity and headroom under its debt facilities. Goldman Sachs Australia Pty Ltd was lead manager and underwriter of the entitlement offer. Partners Gary Goldman and Daniel Scotti led the transaction. Skadden, Arps, Slate, Meagher & Flom was US counsel to FKP. Clayton Utz was Australian counsel and Sidley Austin was US counsel to Goldman Sachs Australia Pty Ltd. Rodyk & Davidson has acted for Energy Market Company Pte Ltd (EMC) in respect of the acquisition of 49 percent of the shares in EMC by Asian Gateway Investments Pte Ltd, a wholly-owned subsidiary of SGX, from M-Co (The Marketplace Company) Pte Ltd for S$17.64 million (US$14m) and a deferred consideration of up to S$2 million (US$1.6m) payable over three years, subject to certain conditions. The remaining 51 percent of the shares in EMC continue to be held by the Energy Market Authority of Singapore. Partner Ng Eng Leng led the transaction. Rodyk & Davidson has also acted for Mano Singh, the plaintiff/appellant in respect of an employment law dispute with his ex-employer, Cargill TSF Asia Pte Ltd, worth approximately US$1.9 million. The Court of Appeal on 8 August 2012 delivered a judgment in favour of Singh, holding that a clause that entitles his former employer to forfeit part of his bonuses for competing after leaving its employ falls within the restraint of trade doctrine. Cargill TSF Asia Pte Ltd is part of the Cargill group, one of the largest privately owned groups in the world. Partner Philip Jeyaretnam, supported by partner Mark Seah, led the case. Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of Far East Hospitality Real Estate Investment Trust (Far East H-REIT), in respect of the offering of stapled securities in Far East Hospitality Trust (Far East H-Trust) to raise approximately S$656 million (US$523m), and in obtaining unsecured loan facilities of up to S$725 million (US$578m). Far East H-Trust is the largest IPO in Singapore in 2012 and is the first and only Singapore-focused hotel and serviced residence hospitality trust. Partners Tan Woon Hum and Andrea Ng led the transaction. Sidley has represented Deutsche Bank and HSBC, as joint lead managers and joint bookrunners, in respect of Sound Global Ltd’s Regulation S offering of US$150 million 11.875 percent senior notes due 2017. Sound Global is a leading PRC integrated water and wastewater treatment provider. The Sound Global transaction was the first debut high-yield issuance this year by a PRC company and the first US-dollar-denominated high-yield note offering ever listed on the HKSE. Partner Matthew Sheridan led the transaction. Sidley has also represented Credit Suisse and Standard Chartered Bank, as joint lead managers and initial purchasers, in respect of PT Kawasan Industri Jababeka Tbk’s Regulation S/Rule 144A offering of US$175 million 11.75 percent senior notes due 2017. Jababeka is a leading industrial township developer in Indonesia. Partner Matthew Sheridan also led the transaction. Sullivan & Cromwell is representing G-Resources in respect of its placement of new shares raising US$100 million, with Morgan Stanley as the sole bookrunner and placing agent. Partners Kay Ian Ng and William Chua are leading the transaction which was announced on 24 August 2012. Sullivan & Cromwell is also representing Lazard Asia (Hong Kong) Ltd as financial adviser to hiSoft Technology International Ltd (China) in respect of its US$875 million tax-free, all stock merger with VanceInfo Technologies Inc. (China). Partners Keith Pagnani, George Sampas, Chun Wei and Garth Bray led the transaction which was announced on 10 August 2012. WongPartnership has acted for L Capital Asia LLC, the private equity arm of LVMH Moet Hennessy Louis Vuitton, in respect of its investment in jones the grocer, a retailer and franchisor of fine food. Specific focus on prior dealings in know-how, trademarks and goodwill in the contexts of franchise were also considered. Partners Low Kah Keong, Teo Hsiao-Huey and Jeffrey Lim led the transaction. WongPartnership has also acted for CIMC Offshore Holdings Ltd (CIMC Offshore) and CIMC Raffles Offshore (Singapore) Ltd (CIMC Raffles) in respect of the proposed acquisition by CIMC Offshore, a special purpose vehicle wholly-owned by China International Marine Containers (Hong Kong) Ltd, which is in turn a wholly-owned operating subsidiary of China International Marine Containers (Group) Co Ltd, of all the issued and paid-up ordinary shares in the share capital of CIMC Raffles not held directly or indirectly by CIMC Offshore by way of a scheme of arrangement in accordance with Section 210 of the Companies Act (Chapter 50) of Singapore and the Singapore Code on Take-overs and Mergers. Partners Andrew Ang, Dawn Law and Linda Low led the transaction. |
Deals – 30 August 2012
Deals – 23 August 2012
Allen & Gledhill has advised CapitaLand Ltd (CapitaLand) in respect of the issue by its wholly-owned subsidiary CapitaLand Treasury Ltd of a S$5 billion (US$4b) Euro medium term note programme which will be unconditionally and irrevocably guaranteed by CapitaLand. DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan (SEA) Ltd, Morgan Stanley Asia (Singapore) Pte, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank and United Overseas Bank Ltd have been appointed as the joint arrangers and dealers of the programme. Partners Tan Tze Gay and Glenn David Foo led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd (DBS) in respect of its issue of S$1 billion (US$798m) fixed rate subordinated notes due 2023. The notes will initially bear a fixed coupon of 3.1 percent per annum with interest payable semi-annually. The notes are expected to qualify as Lower Tier 2 capital of DBS and be eligible for Basel III transitional treatment, subject to the requirements of the Monetary Authority of Singapore. DBS was the sole lead manager whilst Credit Suisse (Singapore) Ltd and Morgan Stanley Asia (Singapore) Pte were co-managers. Partner Glenn David Foo led the transaction. Allen & Overy has advised India’s largest bank State Bank of India in respect of its Rule 144A/Regulation S offering of US$1.25 billion of bonds due 2017. This marks the first issue of US dollar bonds by an Indian bank since May 2011 and the largest single-tranche offering by a public sector bank in India. The offering was priced at a spread of 375bps over the 5-year US Treasury with a coupon of 4.125 percent per annum, which is the lowest ever coupon achieved by an Indian issuer in the US dollar bond market for a 5-year tenor. Partner James Grandolfo led the transaction. Allens has advised Macquarie Capital in respect of the sale of its majority stake in mining services company CQMS Holdings Pty Ltd to Quadrant Private Equity. CQMS supplies mining wear parts and consumables to the mining extraction and mineral processing industries. The deal, which was completed on 31 July 2012, saw Macquarie sell its stake in CQMS in conjunction with the sale of the remaining minority stake by an entity associated with Thomas Meyers. Partner Cameron Price led the transaction. Amarchand Mangaldas has advised Nestlé SA in respect of securing approval from the Competition Commission of India (CCI) for its acquisition of the global nutrition business of Pfizer Inc. The CCI noted that, since Nestlé and Pfizer are amongst the major players in the nutrition business worldwide, there may have been a possibility that the proposed transaction could have raised anti-competitive concerns by way of a removal of a potential competitor, even though Pfizer presently does not have any sales in India. The CCI however observed that since Pfizer had not approved any proposal to enter the nutrition business in India and that there were no regulatory applications (by Pfizer) pending with any authority in India, the proposed transaction doid not raise any concerns as a result of loss of potential competition. Partners Pallavi Shroff and Shweta Shroff Chopra led the transaction. AZB & Partners has advised Standard Chartered Private Equity (Mauritius) II Ltd (SCPE) in respect of its acquisition of equity shares amounting to over 15 percent of the share capital of Craftsman Automation Private Ltd for approximately INR850 million (US$15 million). Partner Varoon Chandra led the transaction which was completed on 2 August 2012. AZB & Partners has also advised JK Cement Ltd, JK Cement (Fujairah) FZC and JK Cement Works (Fujairah) FZC in respect of parent company JK Cement Ltd’s guarantee obligations for securing a loan of US$ 98 million availed by the offshore step down subsidiary company. Partner Yashwant Mathur led the transaction which was valued at approximately INR5.5 billion (US$98m) and was signed and completed on 25 July 2012. Clayton Utz is advising private equity firm Ironbridge Capital (Ironbridge) in respect of the sale of a majority interest in Super A-Mart to Quadrant Private Equity. Announced on 15 August 2012, the transaction also involved the sale of Barbeques Galore businesses and will see Quadrant acquire a majority stake in a new entity for the common ownership of the two businesses. The remaining interest will be held by Ironbridge, Macquarie Group, Partners Group and management. Partners Niro Ananda, Jonathan Donald and Geoff Geha are leading the transaction. Minter Ellison, led by partner Callen O’Brien, acted for Quadrant Private Equity. Baker & McKenzie, led by Mark McNamara, advised Barbeques Galore. Gilbert & Tobin, led by Andrew Bullock, advised GIC Special Investments. Clayton Utz, supported by firms in South-East Asia and the United States, has also advised Japanese steel manufacturer Nippon Steel Corporation in respect of a US$1.36 billion joint venture with BlueScope Steel to establish a new coated products business, NS BlueScope Coated Products, in South-East Asia and North America. Under the terms of the agreement, Nippon Steel will acquire a 50 percent equity interest in BlueScope’s existing holdings in 14 coated products businesses in South-East Asia and North America, which will be reorganised into a 50:50 joint venture between Nippon and BlueScope to form NS BlueScope Coated Products. The new business will be headquartered in Singapore. Nippon Steel will also supply the JV substrates (hot- and cold-rolled coils) for hot-dip galvanised sheets on a regular basis. Partner Graham Taylor led the transaction which was announced on 13 August 2012. Clifford Chance and Al-Jadaan & Partners have advised HSBC Saudi Arabia Ltd in respect of the issuance by SBG Sukuk Ltd of its third short-term sukuk, guaranteed by Saudi Binladin Group Ltd. Saudi Binladin Group Ltd’s third short-term SAR1 billion (US$266.6m) guaranteed sukuk has attracted a high level of demand. The sukuk has a maturity of 364 days and pays a profit rate of 2.5 percent per annum. HSBC Saudi Arabia acted as the sole lead manager and book-runner for the transaction and also acted as payments administrator and sukukholders’ agent. HSBC Amanah acted as the shariah advisor. The Saudi British Bank acted as the security agent in respect of the security structure which is regulated by an inter-creditor arrangement. Partner Stuart Ure led the transaction whilst the Al-Jadaan team was led by Mohammed Al-Jadaan. Baker & McKenzie Ltd acted as legal adviser to Saudi Binladin Group Ltd whilst Walkers acted as legal adviser to SBG Sukuk Ltd. Clifford Chance has also advised the joint lead managers in respect of China Development Bank’s (CDB) RMB2.5billion (US$390m) bond issuances comprised of RMB1 billion (US$157.2b) 4.3 percent bonds due 2032 and RMB1.5 billion (US$235.8b) 2.95 percent bonds due 2015. This is the longest tenor thus far for a dim sum bond and sets a new 20 year benchmark for the market. Partner Connie Heng led the transaction. CMS Hasche Sigle, with CMS member firms in Switzerland, Romania and Luxembourg, together with White & Case in France and Alston Bird in the US, has advised BC Partners in respect of the acquisition of the shares in Aenova Group from private equity firm Bridgepoint, as advised by BC Partners. Headquartered in Pähl, near Munich, the Aenova Group is one of the leading international service providers in the pharmaceuticals and health care industry. The acquisition is currently awaiting clearance from the competition authorities. Partner Dr Udo Simmat, with partners Stefan Brunnschweiler and David Butts, led the transaction. The finance agreements were negotiated in conjunction with Freshfields Bruckhaus Deringer. Davis Polk has advised Barclays Bank PLC, Citigroup Global Markets Inc, KDB Asia Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch as underwriters in respect of a Schedule B debt offering by The Korea Development Bank of US$500 million in aggregate principal amount of its 3.5 percent notes due 2017. The notes are consolidated and form a single class of notes with the US$750 million aggregate principal amount of 3.5 percent notes due 2017 issued on 22 February 2012. Partners Eugene C Gregor, William F Barron and John D. Patton led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and Lee & Ko as to Korean law. Davis Polk has also advised Ayala Corporation and Ayala Land Inc in respect of a Rule 144A/Regulation S offering by Ayala Corporation of 680 million common shares of Ayala Land Inc for gross proceeds of approximately US$323 million. Goldman Sachs (Singapore) Pte, JP Morgan Securities plc and UBS AG acted as placement agents in the offering. Ayala Corporation is one of the Philippines’ oldest and largest conglomerates and is the controlling shareholder of Ayala Land Inc, a leading property developer in the Philippines. Spun off from Ayala Corporation in 1988, Ayala Land was listed on the Philippine Stock Exchange in 1991 with core businesses in landbank management, residential development, commercial and corporate businesses as well as hotels. Earlier this year, Ayala Land had formed an alliance with Metro Pacific Investments Corporation to build railways in the Philippines. Partner William F Barron led the transaction. The placement agents were advised by Paul Hastings as to US law and Angara Abello Concepcion Regala & Cruz Law Offices as to Philippine law. Fangda is representing hiSoft Technology International Ltd (hiSoft) in respect of its proposed merger with VanceInfo Technologies Inc (VanceInfo). Under the terms of the merger agreement, the companies will be combined in a tax-free, all-stock merger of equals with a combined equity value of approximately US$875 million. VanceInfo and hiSoft shareholders will each own approximately 50 percent of the combined company. The transaction is led by Jeffrey Ding, Chen Ma and Lily Yin. Orrick Herrington & Sutcliffe LLP represented VanceInfo and their team was led by Jeffrey Sun (Shanghai office), Richard Vernon Smith (San Francisco office) and Maurice Hoo (Hong Kong office.) Fried, Frank, Harris, Shriver & Jacobson is representing Lazard as financial advisor to a buyer group in respect of its agreement to acquire Yucheng Technologies Ltd, a leading China-based provider of IT solutions to the financial services industry in China, for US$3.90 per share in cash. The purchasers are New Sihitech Ltd, a BVI company wholly owned by Weidong Hong, Yucheng’s Chairman and CEO, and a Sihitech affiliate. Partner Douglas Freeman is leading the transaction which is expected to close before the end of 2012. Fried, Frank, Harris, Shriver & Jacobson is also representing a private equity consortium, comprised of a FountainVest Partners affiliate and LJ International Inc (LJI) Chairman of the Board of Directors, President and CEO Yu Chuan Yih, in respect of its proposal to acquire LJI, a leading colored gemstone and diamond jeweller with retail and wholesale businesses. Under the terms of the bid, the buyers would acquire all of the outstanding ordinary shares of the company not currently owned by Yih at a proposed price of US$2 per ordinary share in cash. Yih currently owns approximately 11 percent of the company’s outstanding ordinary shares. Partners Douglas Freeman, Victor Chen and Carolyn Sng are leading the transaction. Herbert Smith has advised Standard Chartered Bank as the arranger and dealer in respect of the establishment of a S$750 million (US$598.5m) euro medium term note programme by LMIRT Capital Pte Ltd and the first two fixed rate note issues under that programme. The programme is guaranteed by HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of Lippo Malls Indonesia Retail Trust. The first two note issued under the programme comprised the series 1 S$200 million (US$159.6m) 4.88 percent notes due 2015 and the series 2 S$50 million (US$40m) 5.875 percent notes due 2017. Partner Philip Lee led the transaction. Herbert Smith has also advised China National Offshore Oil Corporation (CNOOC) in respect of its acquisition of a 25 percent participating interest of Shell’s offshore exploration blocks BC9 and BCD10 in Gabon, Africa. CNOOC will reimburse Shell for 25 percent of a part of the exploration costs and will fund part of the future exploration costs. Shell will remain operator with a 75 percent participating interest. The transaction, which was announced on 25 July 2012 and is subject to government approval, formed part of a larger arrangement between CNOOC and Shell. It was announced on the same day as the two companies signed a production sharing contract to jointly explore Blocks 62/02 and 62/17 in Yinggehai Basin. Partners Hilary Lau and Bertrand Montembault led the transaction. HSA Advocates has advised Equis Asia Fund (Singapore) Pte Ltd, a Singapore based fund with a focus on Asian energy and infrastructure opportunities, in respect of its acquisition of a substantial stake in DANS Energy Consulting Private Ltd (DANS) which holds interests in two Indian companies developing 194 MW Hydro Power Platform in Northern India. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction whilst Rajah and Tann Singapore, led by partner Tracy Ang, advised on Singapore law. DANS was advised by Trilegal with a team led by partner Yogesh Singh. HSA Advocates has also advised Singapore based Sakae Holding Group, owner of the renowned “Sakae Sushi” Restaurant Chain, in respect of a joint venture with TCI Global Logistics Ltd for launching a chain of specialised Sushi restaurants under the brand name ‘Sakae Sushi’ across India. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. TCI Global, the Indian joint venture partner, was advised by Dua Associates. J Sagar Associates has advised Standard Chartered Private Equity (Mauritius) II Ltd and Standard Chartered Private Equity (Mauritius) III Ltd (collectively, SCPE) in respect of the induction of Japanese electronics giant Panasonic Corporation as a strategic investor in Firepro Systems Private Ltd. Panasonic, through its Indian subsidiary, Anchor Electricals Pvt Ltd, has invested in Firepro. The existing financial investors include SCPE, Ambadevi Mauritius Holding Ltd and Ashoka Investments Holdings Ltd (collectively Pinebridge). Partner Sidharrth Shankar led the transaction. Crawford Bayley advised Panasonic whilst Firepro was advised by Tatva Legal. AZB & Partners were the legal advisors to Pinebridge. Jones Day has represented Tokyo Electron Ltd (TEL) in respect of its definitive agreement with FSI International Inc (FSI) under which TEL will acquire FSI for US$6.20 per share in cash, or an aggregate equity purchase price of approximately US$252.5 million. The acquisition, which will be completed pursuant to a cash tender offer followed by a second step merger, has been unanimously approved by the boards of directors of TEL and FSI. The board of directors of FSI unanimously recommends that FSI’s shareholders tender their shares into the tender offer. The transaction is expected to close before the year end. FSI was advised by Faegre Baker Daniels. Khaitan & Co has advised Yes Bank Ltd in respect of a pool buyout of home loans with underlying mortgages spread across 15 states for INR110 crores (US$19.8m). Yes Bank is one of India’s leading private sector banks. Partner Shishir Mehta acted on the transaction. Khaitan & Co has also advised CESC Ltd in respect of its acquisition of a 90 MW green field hydro power asset in Sikkim by acquiring a 100 percent stake in Papu Hydro Power Projects Ltd, a wholly owned subsidiary of Indiabulls Group. CESC is a fully integrated power utility with its operation spanning the entire value chain from mining coal, generating and distributing power. Partners Amitabh Sharma and Nishant K Singh acted on the transaction. King & Wood Mallesons has acted for Australia’s largest natural gas infrastructure business APA Group (APA) in respect of the launch of its A$350 million (US$365.8m) offer of long-dated, unsecured, subordinated, cumulative notes. The ASX-listed hybrid notes offer is part of APA’s ongoing capital management strategy and the proceeds are expected to be used to support APA’s ongoing investment in the growth of its infrastructure assets as well as for general corporate purposes. Partner David Eliakim led the transaction which was announced on 9 August 2012. Clayton Utz, led by partner Brendan Groves, is advising the joint lead managers, composed of Credit Suisse, Evans & Partners, Macquarie Capital, Morgan Stanley, RBS and RBS Morgans. King & Wood Mallesons has also advised a syndicate of 19 international and domestic banks in respect of the financing of the public to private takeover of Spotless Group Ltd (Spotless). The A$1.2 billion (US$1.25b) acquisition by Pacific Industrial Services BidCo Pty Ltd, an entity owned by funds advised by Pacific Equity Partners (PEP) and its affiliates, was completed on 16 August 2012 by a scheme of arrangement. Partner Jeff Clark led the transaction. Clayton Utz acted for Spotless whilst Gilbert + Tobin acted for PEP. Mayer Brown JSM is advising Swire Resources Ltd in respect of the formation of a multi-million retail joint venture in China with Columbia Sportswear Co. The formation of the joint venture is the culmination of a long-standing relationship between Swire Resources Ltd and Columbia Sportswear Co. Swire Resources Ltd, a subsidiary of Hong Kong–based conglomerate Swire Pacific Ltd, has been the exclusive independent distributor for Columbia and Mountain Hardwear–branded products in China and Hong Kong since 2004. The joint venture, which will begin operating in Shanghai in 2014, is aimed at expanding the brands’ reach into mainland China. Columbia Sportswear Co will own a 60 percent share in the joint venture and Swire will own the remaining 40 percent. The transaction involves the acquisition of an existing PRC business and the transfer of business into a newly set up joint venture entity through a multi-stage completion. Partner Martin Robertson is leading the transaction. Minter Ellison is advising OM Holdings Ltd in respect of its ‘low doc’ A$72.5 million (US$75.76m) entitlement offer to its existing shareholders announced on 16 August 2012. OM Holdings, which has its foundations in metals trading, now operates commercial mining operations leading to a fully integrated operation covering Australia, China and Singapore. The net proceeds will be used to partly finance development and construction activities at the company’s Sarawak project, in which the company has an 80 percent interest, and to assist in the timely financial close of that project which is expected to occur in the second half of 2012. The Sarawak project entails the development of a greenfield manganese and ferro-silicon alloy smelter with an expected annual production capacity of 575,000 tonnes. M H Carnegie & Co Pty Ltd was the sole lead manager in respect of the offer. Partner Daniel Scotti led the transaction. Ogier has acted as Cayman Islands legal counsel to the issuerin respect of the AIM listing of China ChainTek United Holdings Co Ltd (China ChainTek) on August 2012. China ChainTek is one of the largest providers of logistics services to domestic sports shoe and apparel manufacturers in China. The listing in the UK will be used to expand the company’s logistics services business and its inventory storage and management business. The raising of new money will partly fund the development of a 200,000 sq m warehouse in Jinjiang City which will centralise customer operations. Partner Nathan Powell led the transaction. Pinsent Masons, led by partner Sean Page, acted as lead advisers to China ChainTek. Paul, Weiss is advising DreamWorks Animation SKG Inc (DWA) in respect of an agreement with media fund China Media Capital, media conglomerate Shanghai Media Group and investment company Shanghai Alliance Investment Co Ltd to establish joint venture company Oriental DreamWorks, which is positioned as the leading China-focused family entertainment company. The Chinese companies will hold a majority stake of approximately 55 percent in Oriental DreamWorks whilst DWA will hold approximately 45 percent. The JV company will initially be capitalised with cash and intellectual property valued at US$330 million. Simultaneously with the signing on 7 August 2012, the parties, together with Xuhui District government, announced their intention to develop and establish the “DreamCenter”, an integrated cultural and entertainment tourist destination in Shanghai with a planned investment exceeding RMB20 billion (US$3.14b). Partner Jeanette Chan is leading the transaction. Paul, Weiss has also advised NYSE-listed Janus Capital Group Inc (JCG) in respect of an agreement to enter into a strategic alliance with The Dai-ichi Life Insurance Company Ltd (Dai-ichi Life), the third-largest life insurer in Japan. Dai-ichi Life plans to acquire at least 15 percent (and up to no more than 20 percent) of JCG’s outstanding common shares through open market purchases and potentially through the exercise of conditional options issued to Dai-ichi Life by JCG. As part of this alliance, Dai-ichi Life will support JCG’s distribution initiatives in Japan and plans to invest US$2 billion of its general account assets with JCG, including seed capital for JCG investment strategies. Partners Toby Myerson, Steven Williams and Kaye Yoshino led the transaction which was announced on 10 August 2012. Shin & Kim has represented Korean private equity fund IMM Private Equity in respect of the acquisition of a 24 percent stake in Kyobo Life Insurance from Daewoo International. IMM Private Equity formed a consortium with three other investors consisting of Affinity Equity Partners, Baring Private Equity and GIC. The transaction is valued at KRW1.2 trillion (US$1.1b). Partners Tong-Gun Lee, Tae-Yong Seo and Myong Hyon (Brandon) Ryu led the transaction. Slaughter and May‘s Hong Kong office has advised HKSE-listed Wing Tai Properties Ltd in respect of the sale of its 79.26 percent interest in its HKSE-listed subsidiary, Winsor Properties Holdings Ltd, to PRC real estate developer Vanke Group, as well as in respect of Wing Tai Properties’ voluntary unconditional cash offer for the shares of a private company which, pursuant to a group reorganisation and distribution in specie by Winsor Properties, holds a majority of the assets previously owned by Winsor Properties. The sale and purchase was completed on 16 July 2012. Partner Neil Hyman led the transaction. Slaughter and May Hong Kong has also advised John Swire & Sons (HK) Ltd in respect of the sale of part of its shareholding in HKSE-listed Swire Properties Ltd. The gross proceeds of the sale amount to approximately HK$5.04 billion (US$650m). The shares being sold represent four percent of the issued shares in Swire Properties Ltd, reducing John Swire & Sons (HK) Ltd’s direct shareholding in Swire Properties Ltd from approximately 7.71 percent to approximately 3.71 percent. The sale was announced on 14 August 2012 and completion was expected on 16 August 2012. The Hongkong and Shanghai Banking Corporation Ltd, BOCI Asia Ltd and Morgan Stanley & Co International plc managed the sale. Partners Richard Thornhill and Lisa Chung led the transaction. Stamford Law Corporation has acted as lead transaction counsel for Fraser and Neave Ltd (F&N) in respect of its proposed S$5.59 billion (US$4.5b) sale of its 39.7 percent effective interest in Asia Pacific Breweries Ltd (APB) to Heineken International BV. The transaction saw Heineken revise its initial offer upwards from S$50 (US$40) to S$53 (US$42.5) for each APB share after Kindest Place Groups Ltd (KPG), an entity owned by the son-in-law of Thai Beverage plc founder Charoen Sirivadhanabhakdi, made an unsolicited offer of S$55 (US$44) per APB share for F&N’s direct interest in APB. The successful negotiation for an increased offer from Heineken gives a S$307 million (US$246m) or a 6 percent increase over Heineken’s initial offer. Partner Lean Min-tze led the transaction. Sullivan & Cromwell is representing a consortium of investors, comprising the Carlyle Group LP, CITIC Capital Partners Ltd, CDH Investments, China Everbright Ltd, FountainVest Partners (Asia) Ltd and Jason Nanchun Jiang (chairman of the board and CEO of Focus Media), in respect of the proposed US$3.5 billion going-private of Focus Media Holding Ltd. Partners William Chua and Michael DeSombre are leading the transaction which was announced on 13 August 2012. Skadden, Arps, Slate, Meagher & Flom, led by partners Peter Huang and Michael Gisser, is advising Jason Nanchun Jiang and his affiliates. Fried, Frank, Harris, Shriver & Jacobson, led by partners Douglas Freeman and Victor Chen, is also advising the consortium. Simpson Thacher & Bartlett is acting as US counsel for Focus Media which has not yet made any decision on the proposal as of 13 August 2012. Sullivan & Cromwell is also representing Goldman Sachs & Co and Rothschild Inc as financial advisers to Comverse Technology Inc (CTI) in respect of its acquisition by Verint Systems Inc. CTI has signed a definitive merger agreement with its majority-owned subsidiary Verint Systems. Following the completion of CTI’s previously announced distribution to its shareholders of substantially all of its assets (including its wholly-owned subsidiary Comverse Inc (CNS) other than its holdings in Verint), Verint will acquire the CTI holding company, eliminating the current holding company structure. As of 10 August 2012, CTI currently holds approximately 41 percent of Verint’s basic outstanding common shares and 100 percent of Verint’s outstanding convertible preferred shares which, if converted, would result in CTI holding approximately 53.7 percent of Verint’s basic outstanding common shares. Partner Stephen Kotran led the transaction which was announced on 13 August 2012 and is expected to be completed on 30 April 2013, subject to several conditions. Troutman Sanders has advised HKSE and SGX listed Sound Global Ltd, a company that develops and manages waste management and treatment facilities throughout the PRC, in respect of a US$150 million high yield bond issuance. The deal was the first high yield bond in 2012 from a debut Chinese issuer. Sound Global, established in 2005 and formerly known as Epure International, plans to use the bond proceeds to expand its investments in BOT (build, operate and transfer) projects, refinance its outstanding convertible bonds, and for working capital and other general and corporate purposes. HSBC and Deutsche Bank were the lead managers and book-runners for the transaction. Partner Joe Sevack led the transaction. WongPartnership has acted for Singapore GP Pte Ltd in respect of negotiations with Formula One World Championship Ltd on the terms for the rights to host the F1 Singapore Grand Prix for a second 5-year term. Partners Mark Choy and Milton Toon led the transaction. WongPartnership has also acted for Jones Lang LaSalle, an NYSE-listed global financial and professional services firm specialising in real estate, in respect of its acquisition of Credo Real Estate, a leading Singapore-based independent real estate advisory firm. Partner Tay Liam Kheng led the transaction. |
Deals – 9 August 2012
Allen & Gledhill has advised The Hongkong and Shanghai Banking Corporation Ltd and United Overseas Bank Ltd as the arrangers, British and Malayan Trustees Ltd as the issuing and paying agent and the trustee of the holders of the notes, in respect of Aspial Corporation Ltd’s (Aspial) issue of a S$150 million (US$120.5m) multicurrency medium term note programme under which Aspial may issue notes from time to time. The firm also advised The Hongkong and Shanghai Banking Corporation Ltd and United Overseas Bank Ltd as the joint lead managers in respect of Aspial’s issue of S$35 million (US$28m) five percent fixed rate notes due 2015 under the programme. Partners Margaret Chin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised ASPF II Nex GmbH, a subsidiary of a fund managed by Pramerica Real Estate Investors (Asia) Pte Ltd, in respect of the sale of its 50 percent interest in the shopping mall known as Nex for more than S$800 million (US$642m) to an investment vehicle owned by Mercatus Co-operative Ltd. Partners Penny Goh, Lyn Wee and Lim Chong Ying led the transaction. Allens has advised Osaka Gas Crux Pty Ltd, a wholly owned subsidiary of Osaka Gas Co Ltd, in respect of the documentation for the establishment of the Crux AC/L9 joint venture among Osaka Gas Crux Pty Ltd, Shell Development (Australia) Pty Ltd and Nexus Energy WA Pty Ltd. The arrangements, which were signed on 3 August 2012, provide for the consolidation of the parties’ existing interests in AC/L9 so that each party will have the same percentage interest in the gas and liquids interests in the title and the establishment of a new JV for a Shellled integrated gas and liquids development to commercialise the Crux asset. Following the consolidation of the parties’ existing gas and liquids interests, the participating interests of the parties in the new JV will be Shell 80 percent (operator), Nexus 17 percent and Osaka Gas 3 percent. Completion of the arrangements is subject to conditions precedent for Foreign Investment Review Board approvals and registration of title. Partner Igor Bogdanich led the transaction. Amarchand Mangaldas has acted as Indian law counsel for the State Bank of India in respect of its issue, through its London branch, of US$1.25 billion 4.125 percent notes due 2017 pursuant to Rule 144A and Regulation S of the United States Securities Act of 1933. The offering was oversubscribed 5.4 times. The issue marks the first public sector bank US dollar bond issuance out of India since May 2011 and the largest single-tranche offering by a public sector bank from India. Partner Niloufer Lam led the transaction which closed on 1 August 2012 whilst Allen & Overy acted as international legal counsel. Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG, JP Morgan Securities PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG acted as joint lead managers and book runners for the offering and were advised by J Sagar Associates led by partner Dina Wadia whilst Linklaters acted as international legal counsel to the lead managers. Amarchand Mangaldas has also acted for Gujarat Pipavav Port Ltd in respect of its qualified institutions placement of equity shares raising approximately INR2 billion (US$36m). The placement was followed by a preferential issue of equity shares to APM Terminals Mauritius Ltd, one of the promoters of Gujarat Pipavav Port Ltd, for INR1.5 billion (US$27m) on which the firm also advised. The date of the placement document was 5 July 2012 and allotment occurred on 10 July 2012. Partners Yash Ashar and Gaurav Gupte led the transaction. Kotak Mahindra Capital Company Ltd and IDFC Capital Ltd acted as the book running lead managers and were advised by Luthra & Luthra. Dorsey & Whitney acted as the special international legal counsel for selling restrictions. AZB & Partners has advised State Bank of India in respect of the term loan of approximately INR50 billion (US$904m) extended to Essar Oil Ltd. Partner Bahram N Vakil led the transaction which was signed on 31 July 2012. Baker & McKenzie has acted as Hong Kong, US and Japanese law counsel to the joint global coordinators, joint bookrunners and joint lead managers Shenyin Wanguo Capital (HK) Ltd, Piper Jaffray Asia Ltd and CITIC Securities Corporate Finance (HK) Ltd in respect of the US$200 million global offering by DYNAM Japan Holdings Co Ltd, one of the biggest pachinko hall operators in Japan with a presence in 46 out of 47 prefectures in the country. The shares commenced trading on the HKSE on 6 August 2012. Net proceeds will be used to partially finance the set up of 75 new additional pachinko halls, potential acquisition of pachinko halls, upgrading existing information technology and management systems and for general working capital. DYNAM is the first Japanese company to have its shares listed in Hong Kong and the first pachinko hall operator listed on a stock exchange. Partners Elsa Chan, Brian Spires and Ken Takahashi led the transaction. Baker & McKenzie has also advised CITIC Securities Company Ltd (CITICS) on Hong Kong regulatory issues in respect of the purchase of a 19.9 percent interest in CLSA by CITIC Securities International Company Ltd (CITICS International), a wholly-owned subsidiary of CITICS, for a cash consideration of US$310.32 million from Crédit Agricole Corporate & Investment Bank. Concurrently, CITICS International has entered into an agreement with Crédit Agricole Corporate & Investment Bank in relation to the irrevocable granting of an option for it to sell to CITICS International the remaining 80.1 percent interest in CLSA for a cash consideration of US$941.68 million. CITICS International has become a minority shareholder of CLSA and Crédit Agricole Corporate & Investment Bank remains as the controlling shareholder of CLSA. Yin Ke, vice chairman of CITICS and CEO of CITICS International, will join the board of CLSA. Partner Rossana Chu led the transaction. Clayton Utz has advised Exemplar Health Consortium (Exemplar Health) – comprising of Capella Capital, Lend Lease, Siemens and Spotless – in respect of its successful bid to design, build and maintain the Sunshine Coast University Hospital (SCUH) public private partnership project in Queensland. The SCUH project will comprise a 450 bed facility which will expand to a 738 bed facility by 2021. The project’s capital budget is A$1.8 billion (US$1.9b), with the facility scheduled to open in late 2016. Partners Dan Fitts and Jo Pugsley led the transaction which reached contractual close on 18 July 2012 and financial close on 31 July 2012. Clifford Chance has advised CIMB Bank (L) Ltd, HSBC Amanah Malaysia Berhad and Merrill Lynch (Singapore) Pte Ltd as joint lead arrangers and CIMB Bank (L) Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Merrill Lynch (Singapore) Pte Ltd as dealers in respect of the establishment by Axiata Group Berhad, through its wholly owned subsidiary, Axiata SPV2 Berhad, of an innovative US$1.5 billion sukuk issuance programme approved by the Securities Commission Malaysia. The issue is the Asia Pacific region’s first internationally rated multi-currency sukuk. Partners Qudeer Latif and Matt Fairclough led the transaction. A separate team led by partner Joan Janssen represented The Hongkong and Shanghai Banking Corporation Ltd as delegate. Colin Ng & Partners has acted for Catalist-listed Equation Corp Ltd in respect of a rights issue of approximately 1.24 billion rights shares on the basis of one rights share for every two existing ordinary shares in the capital of Equation. The rights issue, which was oversubscribed, raised about S$14.6 million (US$11.7m). Partner Gregory Chan led the transaction which was completed on 25 July 2012. Gilbert + Tobin has advised Australian fashion retailer Country Road in respect of its acquisition of Witchery and Mimco from Gresham Private Equity for an enterprise value of A$172 million (US$181.7m). The acquisition is being funded through a combination of debt financing and a renounceable rights offer. Witchery is one of Australia’s leading speciality fashion retailers whilst Mimco is a leading Australian accessories designer. On completion of this acquisition, Country Road will become one of Australia’s largest specialty fashion retailers with over 500 stores and over 4,500 employees across Australia, New Zealand, South Africa and Singapore. Partners Hiroshi Narushima, Janine Ryan and James Lewis led the transaction. Baker & McKenzie, led by partner Craig Andrade, advised Gresham Private Equity. Gilbert + Tobin is also advising Australian gold producer Silver Lake Resources Ltd in respect of its acquisition of Integra Mining Ltd for A$426 million (US$450m). The transaction was announced on 6 August 2012 following a unanimously recommended takeover by scheme of arrangement at an exchange ratio of one new Silver Lake share for every 6.28 Integra shares. Partner Marcello Cardaci is leading the transaction. J Sagar Associates has advised PVR Ltd in respect of the signing of a share subscription agreement in relation to the proposed investment by L Capital Eco Ltd (L Capital), an affiliate of L Capital Asia LLC, for up to 10 percent of PVR’s equity share capital under the preferential allotment route for a consideration of INR57.7 crores (US$10.4m). L Capital has also signed a share subscription agreement and a shareholders’ agreement with PVR Leisure Limited (PVR Leisure), a newly incorporated subsidiary of PVR, for a total investment of INR50.1 crores (US$9m). L Capital’s investment in PVR Leisure has been made partly by way of equity shares and partly through compulsorily convertible preference shares. As a part of the deal, PVR’s existing investment in PVR bluO (through which it currently operates its bowling business) will now be held through PVR Leisure. The investment by L Capital in PVR Leisure remains subject to receipt of FIPB approval. Partners Jyoti Sagar, Siddharth Shankar and Manisha Kumar led the transaction. AZB & Partners advised L Capital. J Sagar Associates has also acted as lenders legal counsel for a consortium of banks led by IDBI Bank in respect of a cost overrun funding of INR3.3 billion (US$59.6m) for Jai Prakash Ventures Ltd (JPVL). The funding is to be used by JPVL for part financing the cost overrun for its 500 MW Bina power plant in Madhya Pradesh. Partner Aashit Shah led the transaction. Khaitan & Co has advised Communisis Plc in respect of the acquisition of 100 percent stake in Kieon Ltd (UK) and Kieon Consulting Private Ltd (India). The addition of Kieon to the Communisis Group widens and deepens Communisis’ creative services capabilities to include the building of websites and mobile and other digital applications. Communisis is a leading provider of marketing and supply chain optimisation services. Partner Rajiv Khaitan represented the client on the transaction. Khaitan & Co has also advised Wolters Kluwer Netherlands in respect of a global level acquisition of Acclipse Ltd. Acclipse India Private Ltd, a wholly owned subsidiary of Acclipse Ltd, was acquired pursuant to the acquisition. Wolters Kluwer is the global leading provider of tax, accounting and audit information, software and services. Partner Aakash Choubey led the transaction. Makes and Partners has advised Jababeka International BV (Jababeka) as the issuer and PT Kawasan Industri Jababeka Tbk (PT Kawasan) as the guarantor in respect of Jababeka’s issuance of US$175 million in global bonds pursuant to rule 144A and Regulation S to qualified institutional buyers. Jababeka is a wholly owned subsidiary of PT Kawasan, one of the largest industrial property developers in Indonesia. Partners Yozua Makes and Iwan Setiawan led the transaction which closed on 26 July 2012. Milbank, Tweed, Hadley & McCloy acted as US law counsel and Linklaters acted as Dutch law, excluding Dutch tax law, counsel. Stamford Law Corporation acted as listing agent and Singapore law counsel. Credit Suisse (Singapore) Ltd and Standard Chartered Bank, as the joint bookrunners and joint lead managers, were advised by Sidley Austin as to US law. Maples and Calder has acted as Cayman Islands counsel to Mizuho Financial Group Inc, one of Japan’s largest banking groups, in respect of an offering of US$1.5 billion principal amount of 4.2 percent subordinated notes due 2022 by Mizuho Financial Group (Cayman) 2 Ltd, a wholly owned finance subsidiary of Mizuho Financial Group, which notes will be listed on the SGX ST. Mizuho International plc, Merrill Lynch International, Goldman Sachs International and JP Morgan Securities plc were the joint lead managers for the offering. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel and Nagashima Ohno & Tsunematsu acted as Japanese counsel. Linklaters acted for the initial purchasers. Maples and Calder has also acted as Cayman Islands counsel to China International Capital Corporation Hong Kong Asset Management Ltd (CICCHKAM), a subsidiary of China International Capital Corporation Ltd (CICC), in respect of the launch of a new Greater China long biased equity long/short fund which is a collaboration between CICC and Sloane Robinson, one of the UK’s largest hedge fund managers. The fund will combine the investment skills of Sloane Robinson and CICC’s China related research abilities and insight into economic, policy and industrial matters both in China and abroad. Spencer Privett and Terence Ho led the transaction. Dechert, led by Peter Astleford, acted as English and US law counsel to the fund and Sloane Robinson. Paul Hastings has represented Deutsche Bank as the sole bookrunner in respect of Ayala Corporation’s US$155 million treasury share block sale. Ayala is one of the Philippines’ largest conglomerates, with interests in real property, banking, telecommunications, water, infrastructure and energy. Ayala is looking to invest up to US$1 billion over the next five years in the transport infrastructure and power generation sectors in the Philippines, including in projects under the government’s public private partnership program. Partners Patricia Tan Openshaw and David Grimm led the transaction. Ropes & Gray is representing Bain Capital in respect of its agreement to acquire a 30 percent stake in IT outsourcing company Genpact for approximately US$1 billion from General Atlantic LLC and Oak Hill Capital Partners LP. Closing of the transaction will take place after payment to all shareholders, including GA and Oak Hill Capital, of the special dividend of US$2.24 per share. After the transaction, the selling shareholders will in the aggregate own approximately 10 percent of Genpact’s outstanding shares. As part of the transaction, Bain Capital has agreed not to sell any Genpact shares for a period of two and a half years, subject to limited exceptions, and has agreed to a customary standstill. Partner Newk Stillwell is leading the transaction. Cravath, Swaine & Moore is representing Genpact whilst Paul Weiss is representing the sellers. Skadden has represented Wynn Resorts (Macau) SA in respect of a new US$2.3 billion dual currency secured credit facility which consisted of: (i) a US$750 million equivalent fully funded senior secured term loan facility; (ii) a US$1.55 billion equivalent senior secured term loan facility; and (iii) an option to upsize the total senior secured facilities by an additional US$200 million. Borrowings under the senior secured credit facilities will consist of both Hong Kong dollar and US dollar tranches. The borrowings will be used to refinance Wynn Macau’s existing indebtedness and to fund the design, development and construction of Wynn Macau’s new casino resort in the Cotai area of Macau. The total cost of the Wynn Cotai project is expected to be between US$3.5 – US$4 billion. The transaction was led by partner Alan Schiffman. Sullivan & Cromwell is representing AT&T Inc in respect of its US$600 million acquisition of NextWave Wireless Inc which holds licenses in the wireless communication services (WCS) and advanced wireless service (AWS) bands. Under the terms of the agreement, AT&T will acquire all the equity of NextWave for approximately US$25 million plus a contingent payment of up to approximately US$25 million and, through a separate agreement with NextWave’s debtholders, all of the company’s outstanding debt will be acquired by AT&T or retired by NextWave, for a total of US$600 million in cash. The transaction is subject to review by the Federal Communications Commission and to other customary closing conditions. Additionally, NextWave’s transfer of assets may be subject to Hart-Scott-Rodino review by the Federal Trade Commission and Department of Justice. Partners Eric Krautheimer and Andrew Dietderich are leading the transaction which was announced on 2 August 2012 and is expected to be completed by the end the year. Sullivan & Cromwell has also represented Ares Management LLC, Ontario Teachers’ Pension Plan and AOT Bedding Super Holdings in respect of Advent International’s acquisition of a majority interest in AOT Bedding Super Holdings, the parent company of National Bedding Company (the majority owner and licensee of Serta) and Simmons Bedding Company. Ares Management and the Ontario Teachers’ Pension Plan, which previously controlled AOT Bedding, will maintain sizable minority stakes in the company. Partner Alison Ressler led the transaction which was announced on 5 August 2012. Advent was advised by Weil Gotshal & Manges. WongPartnership has acted as Singapore legal counsel for First Resources Ltd in respect of the establishment of its RM2 billion (US$644.5m) Ringgit-denominated Islamic medium-term note (Sukuk Musharakah) programme and its issuance of RM600 million (US$193.3m) of Islamic medium-term notes due 2017 under the programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction. WongPartnership has also acted for Silver Lake, the global leader in technology investing, and the Partners Group, a global private markets investment management firm, in respect of the acquisition of shares in Global Blue Luxembourg Holdings Sàrl and the financing for such acquisition via facilities of €462.5 million (US$571.9m) arranged by Royal Bank of Canada, JP Morgan Ltd, Nataxis, Société Générale London Branch and Mizuho Corporate Bank Ltd as mandated lead arrangers. Partners Christy Lim, Joy Tan and Andrew Ang led the transaction. |
Deals – 2 August 2012
Aklea has advised April, a listed company based in Lyon which specialises in health insurance, contingency funds and damages, in respect of its acquisition, via its International holding company, of 80 percent of the securities of Asia Assistance Partners Singapore. The transaction, announced on 10 July 2012, represented April’s first acquisition in Asia. Following the acquisition, April will be poised to pursue the constitution of its worldwide reference network in insuring mobility and assistance. Partner Christophe Cochet led the transaction, in coordination with partner Caroline Berube of HJM Asia law and partner Thierry Gougy of DFDL.
Allen & Gledhill has acted as Singapore counsel for IHH Healthcare Berhad (IHH) in respect of its IPO and listing on the Bursa Malaysia and the SGX-ST. The IPO consists of an institutional placement, Malaysia public offering, Singapore offering and cornerstone offering, raising gross proceeds of approximately S$2.487 billion (US$2b). Based on the offering price of S$1.113 (US$0.89), IHH’s market capitalisation is approximately S$8.967 billion (US$7.19b) upon its listing. The global offering is the first simultaneous dual public offering in Malaysia and Singapore whilst the listing is the first simultaneous initial listing on the Bursa Securities and the SGX-ST. Partners Tan Tze Gay and Leonard Ching led the transaction. Allen & Gledhill has also acted as Singapore counsel for Mapletree Treasury Services Ltd (MTSL) and Mapletree Investments Pte Ltd (MIPL) in respect of MTSL’s issue of S$600 million (US$481m) 5.125 percent subordinated perpetual securities under its US$3 billion euro medium term note programme. The securities are unconditionally and irrevocably guaranteed by MIPL. Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd, and The Hongkong and Shanghai Banking Corporation Ltd were appointed as the joint lead managers. Partner Glenn Foo led the transaction. Allen & Overy has advised Axiata Group Berhad (Axiata), one of Asia’s largest telecommunication companies, through its wholly owned subsidiary, Axiata SPV2 Berhad, in respect of its establishment of a US$1.5 billion multi-currency sukuk programme, the first internationally rated multi-currency sukuk programme in the Asia Pacific region. The programme was arranged by CIMB Bank (L) Ltd and HSBC Amanah Malaysia Berhad and Merrill Lynch (Singapore) Pte Ltd. The programme, which was approved by the Central Shariah Committee of HSBC, has an innovative structure which provides for the issuance of sukuk under the Shariah principle of Wakala, utilising assets comprising airtime vouchers (representing an entitlement to a specified number of airtime minutes on the mobile telecommunications network of subsidiaries of Axiata for on-net calls), Shariah compliant shares and/or lease assets as well as Murabaha receivables arising from the sale of commodities. Partners Jeremy Stoupas and Ken Aboud led the transaction. Allens has advised Caltex in respect of its offer for Caltex subordinated notes. Caltex seeks to raise A$300 million (US$313.6m) through the offer of the notes (with the ability to raise more or less) which are dated, direct, unsecured, subordinated, cumulative and intended for listing on the ASX. Under the transaction which was announced on 31 July 2012, Caltex will offer the notes to institutional investors, broker firm applicants, eligible shareholders and members of the general public, at an issue price of A$100 (US$104.56) per note. The notes offer is expected to open on 9 August 2012. Partner Stuart McCulloch led the transaction. Amarchand Mangaldas has advised listed pharma company Wockhardt Ltd in respect of the sale of its nutrition business, which includes leading brands like Farex and Protinex and the manufacturing facility located at Lalru, Punjab, to French foods company Danone Group for approximately INR1,600 crores (US$288.4m). The transaction documents were executed on 2 August 2011 and the transaction closed on 26 July 2012. Wockhardt is currently ranked No. 2 in the nutrition business in India. Partners Cyril Shroff, Ashish Jejurkar and Jaya Singhania led the transaction. Freshfields and Platinum Partners acted as foreign and Indian legal counsel to Danone, respectively. Baker & McKenzie’s Tokyo and Paris offices have jointly advised Toyota Tsusho Corporation in respect of its purchase of a 29.8 percent equity stake in CFAO from French holding company giant PPR for €688 million (US$842m). CFAO is a publicly listed company in France and a diversified group with distribution expertise in both the automobile and pharmaceutical industries in Africa and French Overseas Territories. Anne Hung, Ean Mac Pherson, Raphaele Francois-Poncet, Laurent Barbara and Francois-Xavier Naime led the transaction. Baker & McKenzie has also advised RM Williams Agricultural Holdings in respect of the first deal to occur under the Australian Government’s new Carbon Farming Initiative (CFI). Under the deal, RM Williams joined with Qantas to offset carbon pollution using carbon credits generated from restoring and conserving natural habitat on Henbury Station, a 500,000 acre natural landscape in the Northern Territory owned by RM Williams. It is intended that up to 1.5 million tonnes of greenhouse gases will be sequestered on the station each year. In addition to advising on the Qantas transaction, the firm also worked with RM Williams over the last 18 months on the development of Henbury as a CFI project and as chair of the steering committee established to oversee the project. Partner Martijn Wilder led the transaction. CMS Hasche Sigle has advised Danish company Kvadrat A/S in respect of its acquisition of Kinnasand GmbH and indirectly also its subsidiaries in Sweden, Italy and Japan. Kvadrat is a leading European textile design company supplying architects, designers and furniture manufacturers worldwide. Headquartered in Westerstede, Lower Saxony, Kinnasand GmbH is a globally-active textile company that sells curtain fabrics, carpets and upholstery. Partner Dr Regine Hagen-Eck advised on the transaction. De Brauw Blackstone Westbroek has advised AkzoNobel NV and its subsidiary ICI Omicron BV in respect of reaching an agreement with Lucky Cement Ltd and four of its group companies for the sale and transfer of a 75.81 percent stake in the share capital of ICI Pakistan Ltd. AkzoNobel sold its stake for US$ 152.5 million to the ultimate purchaser through a competitive auction process. The transaction is expected to be completed towards the end of this year, once regulatory approvals have been obtained and the purchaser has completed a legally required tender offer for at least 50 percent of the shares in ICI Pakistan held by the other shareholders. Partner Dieter Wolff led the transaction whilst Vellani & Vellani acted as local counsel. Mohsin Tayebaly & Co advised Lucky Cement Ltd. Eversheds has advised China Chengxin in respect of securing the first ever Type 10 Licence to provide credit rating services issued in Hong Kong. The licence was issued by the Hong Kong Securities and Futures Commission (SFC) on June 2012, making China Chengxin the PRC’s first credit rating company to operate in the international market. Established in 1992 as one of the pioneers of China’s credit rating industry, China Chengxin has become one of China’s largest and most influential credit rating agencies. Partner Kingsley Ong led the transaction. Hogan Lovells has advised General Electric (GE) in respect of the financing and equity aspects of a US$122 million 50MW wind farm in Salkhit, Mongolia, the first renewable energy independent power project in Mongolia. The 50MW wind farm is part of a renewable energy programme intended to reduce the country’s dependence on coal. The project, which is expected to become operational in 2012, will supply almost 5 percent of Mongolia’s electricity. The project is being developed and sponsored by Mongolia-based Newcom LLC, which retains a majority interest in the Mongolian project company Clean Energy LLC. GE Pacific Private Ltd acquired an equity interest in Clean Energy LLC on March 2012 and debt financing for the project closed on July 2012. Partner Michael Aldrich, with partner Jamie Barr, led the transaction. J Sagar Associates (JSA) has also advised Polaris Industries Inc in respect of a joint venture with Eicher Motors Ltd in relation to the manufacturing of personal vehicles for India and other emerging markets. The JV agreement envisages a 50:50 equity participation, with manufacturing expected to commence in 2015. The overall investment in the JV company over a three year period will be approximately INR250 crores (US$44.54m). Partner Shivpriya Nanda led the transaction. Eicher Motors Ltd was represented by PRA Law Offices. J Sagar Associates has also advised Mehta Frozen Foods Carrier Private Ltd, a company engaged in the controlled atmosphere transportation, distribution and warehousing of various products, and its promoters in respect of the sale of 74 percent of its shareholding to Ambit Pragma Fund II, a domestic venture capital fund represented through its sole trustee IL&FS Trust Company Ltd. Partner Abeezar Faizullabhoy led the transaction. Ambit Pragma Fund II was represented by Economic Law Practice. Khaitan & Co has advised Oman India Joint Investment Fund in respect of its investment of approximately US$ 9.8 million in respect of the acquisition of a 19.64 percent stake in Indus Teqsite Private Ltd India. Oman India Joint Investment Fund is a joint venture between State General Reserve Fund of Oman and State Bank of India. Partner Sharad Abhyankar acted on the transaction. Khaitan & Co has also advised Welspun India Ltd, Welspun Global Brands Ltd and Welspun Retail Ltd in respect of the drafting and filing of the pre-merger notification with the Competition Commission of India (CCI) under Sections 5(c) of the Competition Act, 2002 for a proposed scheme of arrangement. Welspun India Ltd is one of the top three home textile manufacturers in the world, with world class manufacturing facilities in India. Welspun Global Brands Ltd is the preferred supplier to 14 out of 30 retailers in the world. Welspun Retail Ltd is India’s largest specialty retailer in the home furnishing segment. Avaantika Kakkar advised on the transaction. Maples and Calder has acted as Cayman Islands counsel to NDC Investment Pte Ltd in respect of the launch of Gold Rogers Fund. The investment objective of the fund is to invest mainly in listed equities, bonds and futures, together with unlisted equities and bonds in Japan, Australia, Hong Kong, USA, Canada, Brazil, Singapore and Indonesia and other countries. Nick Harrold and Matt Roberts advised on the transaction. Mayer Brown JSM has advised HKSE-listed China State Construction International Holdings Ltd (CSCI) in respect of its top-up placement of 300 million shares to independent third parties at approximately HK$7.57 (US$0.98) per share, raising approximately HK$2.2 billion (US$283.7m). CSCI is one of the largest construction contractors in Hong Kong, with a number of flagship construction and civil engineering projects in the China market. Partner Jeckle Chiu led the transaction. Morrison & Foerster has represented Softbank in respect of a three-way transaction among Softbank, Yahoo and Alibaba pursuant to which Alibaba will repurchase half of Yahoo’s shares in the company for US$7 billion, the parties will re-state their shareholders agreements, and Softbank will become Alibaba’s largest shareholder. The transaction represents one of the largest technology transactions of 2012 and is the largest ever investment/M&A transaction between a Japanese company and a Chinese company. Partner Kenneth Siegel led the transaction. Morrison & Foerster has also represented Tokyo-based DRAM chip-maker Elpida in respect of its proposed acquisition by Micron Technologies in one of Japan’s largest inbound M&A deals ever. The transaction is part of the corporate reorganisation plan for Elpida which declared bankruptcy on February 2012. The transaction, scheduled to close in 2013, doubles Micron’s share in the global DRAM market. Partner Kenneth Siegel also led the transaction. Paul Hastings has represented Korea’s export credit agency Korea Trade Insurance Corporation (K-sure) in respect of the financing of EnerjiSA’s 450 MW lignite-fired power project and associated lignite mine project in Tufanbeyli, Turkey. Total project cost is approximately €1.1 billion (US$1.35b) and EnerjiSA has obtained €750 million (US$919m) debt financing for the project. K-sure is providing political and commercial risk insurance cover of €608 million (US$745m) for the export credit financiers, who will become a lender group in the portfolio financing implemented by EnerjiSA for their goal of developing and owning a portfolio of 5,000 MW of power assets in Turkey. The parties signed the financing documents on 25 July 2012 and financial close is expected by the end of the year. Joseph Kim and Justin Jowitt led the transaction. Paul Hastings has also advised Ascendas Land International as the sponsor, Ascendas Hospitality Fund Management as the manager and Ascendas Hospitality Trust Management as the trustee-manager in respect of Ascendas Hospitality Trust’s (Ascendas Hospitality) offering of its stapled securities on the SGX. Ascendas Hospitality is a Singapore-based REIT and the hospitality arm of Ascendas Group. Classified as one of the largest IPOs in Singapore so far this year, the US$308 million spin off and listing of Ascendas Hospitality’s stapled securities via a property trust consists of one unit in Ascendas Hospitality Real Estate Investment Trust (A-HREIT) and one unit in Ascendas Hospitality Business Trust. Partner Vivian Lam led the transaction which was completed on 27 July 2012. Latham & Watkins, led by partners Min Yee Ng and Michael Sturrock, advised Nomura, Standard Chartered, HSBC and DBS as joint financial advisors, joint global coordinators, joint book-runners, issue managers and underwriters on the IPO. Shook Lin & Bok, leb by partners Tan Woon Hum and Andrea Ng, acted for The Trust Company (Asia) Limited, the trustee of A-HREIT, which is part of Ascendas Hospitality. The firm also advised the client in securing term and revolving facilities of up to S$83 million (US$66.5m) for A-HREIT, comprising a term loan facility of S$65 million (US$52m) and revolving credit facilities (RCF) of up to S$18 million (US$14.4m). Souza, Cescon, Barrieu & Flesch – Advogados of Brazil has advised asset manager EIG in respect of the acquisition of stakes in several energy companies in Brazil and Bolivia from US energy provider AEI, which has made a number of sales in the region this year as part of a corporate reorganisation process. The transaction saw EIG Management pay US$213 million to acquire 100 percent of the equity interest held by AEI in YPFB Transporte, YPFB Transporte do Brasil Holding, Gas Transboliviano and Transportadora Brasileira Gasoduto Bolivia-Brasil. The transaction also included a number of shareholders loans worth US$15 million to Transportadora Brasileira Gasoduto Bolivia-Brasil and US$17 million to Gas Transboliviano. Partner Guilherme Forbes led the transaction which closed on 21 July 2012. Clifford Chance, led by partner David Brinton, and Brazil’s Pinheiro Neto Advogados, led by partner Marcos Chaves Ladeira, advised AEI. Stamford Law Corporation has defended an appeal against a landmark decision it had obtained in February this year on behalf of its client Mrs. Aamna Taseer, the widow of the late Governor of Punjab Mr. Salmaan Taseer. Mrs. Taseer is the registered proprietor of a piece of prime property in Sentosa Cove, estimated to be worth around S$16 million (US$13m). The children of the late Mr. Taseer’s first marriage had lodged a caveat against the property claiming an interest in it as beneficiaries of their father’s estate and alleging that Mrs. Taseer held the property on trust. The firm represented Mrs. Taseer in the action. At first instance (before being heard on appeal in the High Court) the firm obtained judgment in her favour. This is a landmark decision on a novel and previously untested point of law: that is, the legal standing of beneficiaries of an unadministered estate and their ability to lodge a caveat against property. Director Daniel Chia and partner Tan Chuan Thye led the transaction. Stamford Law Corporation has also advised Radiance Group Ltd in respect of the acquisition of UK-based Global Invacom Group Ltd for a total consideration of US$49 million, which was satisfied by cash payments and the issue of new shares. The transaction resulted in the reverse takeover (RTO) and deemed new listing of Global Invacom. The RTO has resulted in a fully integrated communications equipment provider combining Radiance’s expertise in electronic manufacturing services and Global Invacom’s expertise in the design and supply of satellite and television peripherals. The transaction was completed on 5 July 2012. Sullivan & Cromwell is representing Verde Realty in respect of its US$366 million merger with a fund sponsored by Brookfield Asset Management Inc. The merger with Brookfield ensures that Verde is well-positioned to benefit from renewed demand for industrial space which is expected to increase as the economy continues to show signs of improvement. As investment opportunities arise, the fund has agreed to negotiate in good faith to provide additional capital to Verde in the form of a backstop for rights offerings of up to US$200 million. The shareholder meeting to consider the merger will be on 29 August 2012, and, assuming the transaction is approved, closing is expected to occur in the fourth quarter. Partners Benjamin Weber, John Evangelakos, Andrew Mason, Eli Jacobson and William Farrar led the transaction which was announced on 26 July 2012. Brookfield is advised by Weil Gotshal. Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised a syndicate of lenders in respect of a short term bridge loan facility of up to RM720 million (US$231.2m) made available to Petron Oil & Gas International Sdn Bhd, a special purpose vehicle wholly owned by Petron Corporation. The facility is to part finance the acquisition of the entire equity capital of ExxonMobil Malaysia Sdn Bhd, ExxonMobil Borneo Sdn Bhd and 65 percent of the entire equity capital of Esso Malaysia Berhad (EMB). The acquisition triggered the Malaysian Code on Takeovers and Mergers whereby the acquisition of more than 33 percent of voting shares requires a mandatory takeover offer be extended to EMB’s shareholders of the remaining voting shares. Partner Mark Lim led the transaction. WongPartnership has acted for AIMS AMP Capital Industrial REIT Management Ltd, as manager of AIMS AMP Capital Industrial REIT, and HSBC Institutional Trust Services (Singapore) Ltd, as trustee of AIMS AMP Capital Industrial REIT, in respect of the establishment of AIMS AMP Capital Industrial REIT’s S$500 million (US$401m) medium-term note programme. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction. WongPartnership has also acted for Standard Chartered Private Equity Ltd (SCPEL) andFuji Investments I, a subsidiary of Broad Peak Investment Advisers Pte Ltd, in respect of the internal restructuring of Scomi Oilfield Ltd (SOL) and the subsequent disposal of SCPEL’s and Broad Peak’s 23.92 percent shareholding in SOL to Scomi Marine Bhd (SMB) in exchange for shares in SMB, pursuant to a RM1.02 billion (US$323.76m) reverse takeover transaction. Partner Ong Sin Wei led the transaction. ZICOlaw Indonesia, in partnership with Roosdiono & Partners, has advised AirAsia Berhad in respect of its acquisition, (jointly with its local partner PT Fersindo Nusaperkasa) of PT Metro Batavia, the operator of the Indonesian airline Batavia Air and Aero Flyer Institute. The acquisition is valued at US$80 million and will be carried out in two stages through acquisition of the first tranche of a majority 76.95 percent stake followed by the second tranche, that is the remaining 23.05 percent held by the existing shareholders. Upon the acquisition, Batavia Air and IAA, AirAsia’s existing operation, will fly more than 14 million customers serving 42 Indonesian and 12 international destinations. The three parties have entered into a conditional share sale agreement on 26 July 2012. |
Deals – 5 July 2012
Akin Gump has advised Trinity Opportunities Ltd and Shikumen Capital Management (HK) Ltd in respect of the US$275 million of new funding in a six-year mezzanine debt and equity arrangement for film producer Village Roadshow Entertainment Group. Partners Andrew Abernethy and Gregory Puff led the transaction.
Allen & Gledhill has advised DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, United Overseas Bank Ltd and Malayan Banking Berhad Singapore Branch as the global coordinators in respect of Marina Bay Sands Pte Ltd’s facility agreement for various facilities totalling S$5.1 billion (US$4b). Partner Lim Wei Ting led the transaction. Allen & Gledhill has also advised Frasers Centrepoint Ltd in respect of its joint venture with Asia Property Fund in connection with the acquisition of Compass Point mall in Singapore for S$519 million (US$409.8m). Partners Jerry Koh, Chua Bor Jern, Margaret Soh and Lim Pek Bur led the transaction. Allen & Overy has advised Citi, Deutsche Bank and JP Morgan as the international co-lead underwriters as well as UOB as the international co-lead manager and co-lead underwriter in respect of the closing of the previously announced rights offering of common shares by BDO Unibank Inc (BDO), the Philippines’ largest bank in terms of total assets. The transaction saw BDO issue and sell approximately 895.2 million rights shares at a price of P48.60 (US$1.16) which were listed on the Philippine Stock Exchange on 4 July 2012. The offer raised total gross proceeds of approximately US$1 billion and represents a key milestone not only for BDO but also for the Philippines, as the largest ever equity capital markets transaction completed by a Philippine corporate issuer. James Grandolfo led the transaction. Allens has advised GPT Group (GPT), one of Australia’s largest diversified listed property groups, in respect of the sale of half interests in two retail shopping centres for A$551.2 million (US$566.7m) to the GPT Wholesale Shopping Centre Fund. The transactions involved the sale of a 50 percent interest in Casuarina Square Shopping Centre in Darwin, Northern Territory for A$229.7 million (US$236.2m) and GPT’s 50 percent interest in Westfield Shopping Centre at Woden, ACT for $321.5 million (US$330.5m). Partners Nicholas Cowie and Victoria Holthouse led the transaction. Allens is also acting for Western Desert Resources Ltd, a diversified resources company that has identified advanced prospects in iron ore, gold and copper in the Northern Territory, in respect of a capital raising announced on 26 June 2012 that seeks to raise funds of up to approximately A$102.5 million (US$105.3m). The capital raising comprises an institutional placement of shares and options to a number of sophisticated and professional investors, and a one-for-10 traditional non-renounceable entitlement offer to eligible shareholders of Western Desert in Australia and New Zealand. Partner Robert Pick is leading the transaction. Appleby has acted as BVI counsel for City Telecom (HK) Ltd in respect of its sale to Metropolitan Light Company Ltd, which is owned by the general partner of funds advised by CVC Asia Pacific Ltd, of its three BVI telecom subsidiary companies for HK$4.951 billion (US$638.4m). The disposal will enable City Telecom to exit the telecommunications business in Hong Kong and Canada and to focus on its multimedia business. A portion of the proceeds will be returned to City Telecom’s shareholders via a dividend, estimated to be approximately HK$2.023 billion (US$260.8m), and the balance will fund the development and expansion of the company’s multimedia business ventures. Partner Judy Lee led the transaction. ATMD Bird & Bird is advising JB Foods Ltd in respect of its listing and quotation on the mainboard of the SGX-ST. JB Foods Ltd is a major cocoa ingredient producer in Malaysia. Their customers include Theobroma BV, ADM Cocoa, General Cocoa Company Inc, Transmar Commodity Group Ltd, Olam Europe Ltd, ECOM Group and Nestlé Philippines Inc. The issue managers and joint underwriters and placement agents are Amfraser Securities Pte Ltd and Canaccord Genuity Singapore Pte Ltd. Partner Marcus Chow led the transaction. Baker & McKenzie has advised Germany’s Brenntag AG in respect of its A$100 million (US$102.8m) acquisition of the ISM and Salkat groups. Brenntag is a global market leader in chemical distribution whilst ISM and Salkat are chemical distributors in Australia and New Zealand. Brenntag is expected to start integrating with the ISM and Salkat groups later this month. Partner Ben McLaughlin led the transaction. Allens advised the ISM and Salkat groups. Clifford Chance has advised MEXIM Bank in respect of its establishment of its US$1.5 billion multi-currency medium term note programme and its maiden drawdown under the programme, issuing US$500 million 2.875 percent notes due 2017. Nomura, BNP Paribas, CIMB and Maybank acted as arrangers. The programme and the notes are listed on the Labuan International Financial Exchange in Malaysia and the SGX-ST. Partner Joan Janssen led the deal. Clifford Chance is also advising Citibank, Deutsche Bank, HSBC and UBS as joint lead managers and joint book-runners in respect of PTT Exploration and Production Public Company Ltd (PTTEP) Canada International Finance Ltd’s issuance of US$500 million 6.35 percent senior notes due in 2042. The notes were guaranteed by PTTEP, the Thai national petroleum exploration and production giant which operates more than 40 projects around the world and is a top-ten listed company on the Stock Exchange of Thailand. Partner Crawford Brickley led the transaction. Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie in Indonesia, has advised Sumitomo Mitsui Banking Corporation (SMBC) in respect of its shares subscription to approximately 14.9 percent of the total issued shares of PT Indonesia Infrastructure Finance (PT IIF). PT IIF focuses on finance in infrastructure sectors and is a joint venture company, one of whose main shareholders is PT Sarana Multi Infrastruktur (Persero), a wholly owned subsidiary of the Ministry of Finance of Republic of Indonesia. Partner Erwandi Hendarta led the transaction. Herbert Smith has advised state-owned Chinese food group leader Bright Food in respect of the acquisition by its subsidiary Shanghai Sugar Cigarette and Wine of a 70 percent stake in the independent Bordeaux wine merchant DIVA Bordeaux to expand DIVA Bordeaux’s international development, particularly in China. The remaining 30 percent would stay with PierreBeuchet, DIVA’s founder and chairman, and Jean-Pierre Rousseau, its managing-director. The transaction represents the first time that a Chinese company has bought a French wine merchant, through which Bordeaux wines are traditionally sold. Partners Betty Tam and Frédéric Grillier led the transaction. Darrois Villey Maillot Brochier advised DIVA Bordeaux with a team led by partners Alain Maillot and Hugo Diener. J Sagar Associates has advised Stichting Depositary APG Strategic Real Estate Pool (APG Real Estate), an entity floated by Dutch pension fund manager APG, in respect of the commitment to invest INR770 crores (US$141.2m) in Indian residential real estate projects with two other global investors and Godrej Properties Ltd. Godrej Properties will initially hold 29 percent while the consortium of investors will have 71 percent of the special purpose vehicles that will undertake multiple real estate projects. Partner Rupinder Malik led the transaction. King & Wood Mallesons has advised Goldman Sachs Australia Pty Ltd and Deutsche Bank AG Sydney Branch as the underwriters in respect of Billabong’s accelerated non-renounceable fully underwritten entitlement offer which will raise approximately A$225 million (US$231.3m). Partner Evie Bruce led the transaction whilst Skadden acted as US counsel. Allens acted as Australian counsel for Billabong whilst Sidley Austin acted as US counsel. King & Wood Mallesons has also advised Medibank Health Solutions in respect of its transformational outsourcing agreement with the Australian Defence Force (ADF) to provide high quality health services to Defence personnel across Australia. Under the deal, which took effect from 1 July 2012, Medibank will manage and coordinate the ADF’s healthcare services nationally. This new agreement will simplify and streamline the healthcare process for approximately 80,000 permanent and reserve ADF personnel and reinforce Medibank’s position as a leading provider of health services and solutions, in addition to health insurance. Partner Patrick Gunning led the transaction, assisted by partners John Topfer and Philip Ward. Latham & Watkins is representing Sinochem International (Overseas) Pte Ltd (Sinochem International), the wholly owned subsidiary of Sinochem Corporation, in respect of with its acquisition of a 40 percent equity stake in Jiangsu Sinorgchem Technology Co Ltd, the world’s largest professional rubber additive producer, from Oxygen Partners Ltd, a subsidiary of Carlyle Asia Partners III LP. The transaction is part of a series of acquisitions by Sinochem International comprising a total investment of up to RMB2.82 billion (US$444.2m) for an approximately 61 percent of Jiangsu Sinorgchem’s equity interests. The purchase agreement was signed on 15 June 2012 and the transaction will close upon satisfaction of certain conditions. Partner Cathy Yeung is leading the transaction. Mayer Brown JSM has advised HKSE-listed MIE Holdings Corporation (MIE) in respect of the US$100 million acquisition of Sino Gas & Energy Ltd (Sino Gas). MIE specialises in oil and gas exploration, development and production whilst Sino Gas is an Australian company focused on the exploration and development of unconventional gas assets in the Ordos Basin in the northern province of Shanxi. Once the acquisition is completed, MIE will hold 51 percent of the share capital of Sino Gas and utilise most of the purchase funds towards the working programs to achieve commercial targets. Partners Xiangyang Ge and Jeckle Chiu led the transaction. Rajah & Tann has advised Redbud (Oversea) Holding Ltd (Redbud), an affiliate of the Institute of Tsinghua University, Hebei, in respect of its proposed HK$30 million (US$3.87m) investment in SGX-ST-listed Surface Mount Technology (Holdings) Ltd (Surface Mount). The investment is conditional upon implementation of a debt and equity restructuring, as well as independent Surface Mount shareholders’ approval for a whitewash resolution in relation to the issuance of new shares to Redbud. Partners Chia Kim Huatand Danny Lim led the transaction whilst King & Wood Mallesons acted as Hong Kong counsel. Clifford Chance acted as Singapore counsel whilst Anthony Chiang & Partners acted as Hong Kong counsel to Surface Mount. Shin & Kim has represented Ontario Teachers’ Pension Plan in respect of its investment of 9.9 percent interest in Kyobo Life Insurance from Korea Asset Management Corporation. The share purchase agreement was executed on 20 June 2012 and completed on 21 June 2012. The purchase price is US$4 billion. Seong Hoon Yi, Eun Nyung Lee and John M Kim led the transaction. Stamford Law is advising SGX-ST listed United Fiber Systems Ltd (UFS) in respect of its proposed reverse takeover by IDX-listed PT Golden Energy Mines Tbk (GEMS). The shareholders of GEMS are IDX-listed PT Dian Swastatika Sentosa Tbk and GMR Coal Resources Pte Ltd, whose parent companies are Indonesia’s Sinar Mas Group and India’s GMR Group respectively. On 26 January 2012, UFS entered into an agreement with DSS to acquire 67 percent of GEMS from DSS in a deal which contemplated the possible participation of the other GEMS major shareholder, GMR, on the same terms as that for the transaction between UFS and DSS. On 29 June 2012, UFS, DSS and GMR entered into a tri-partite agreement in relation to UFS’s acquisition of GEMS, which has been expanded to include GMR’s 30 percent shareholding in GEMS, as a result of which UFS will hold 97 percent of GEMS in a reverse takeover deal that is valued at S$2.24 billion (US$1.77b), if both the DSS sale transaction and the GMR sale transaction complete. Yap Lian Seng and Elizabeth Kong are leading the transaction. Sullivan & Cromwell is representing Anheuser-Busch InBev NV (Belgium) (AB InBev) in respect of its acquisition of the stake it doesn’t already own in Grupo Modelo SAB (Mexico) for US$20.1 billion and its concurrent US$1.85 billion sale of a 50 percent interest in Crown to Constellation Brands. The combination will be completed through a series of steps that will simplify Grupo Modelo’s corporate structure, followed by an all-cash tender offer by AB InBev for all outstanding Grupo Modelo shares. In a related transaction, Grupo Modelo will sell its existing 50 percent stake in Crown Imports, the joint venture that imports and markets Grupo Modelo’s brands in the US, to Constellation Brands for US$1.85 billion, giving Constellation Brands 100 percent ownership and control. The transaction is subject to regulatory approvals in the US, Mexico and other countries, the approval of the shareholders of Grupo Modelo in a general meeting and other customary closing conditions. Partners Frank Aquila, George White, George Sampas, Neal McKnight, John Estes, Krishna Veeraraghavan and Nader Mousavi are acting on the transaction which was announced on 29 June 2012. Sullivan & Cromwell is also representing EverBank Financial Corp (US) in respect of its US$2.5 billion acquisition of Business Property Lending Inc (US) from General Electric Capital Corporation (US). No debt will be assumed in the acquisition. The transaction includes approximately US$2.44 billion of performing commercial loans, the origination and servicing platforms, 108 employees and servicing rights on US$3.1 billion of loans securitised by GE Capital. The transaction is expected to close in the fourth quarter of 2012, subject to regulatory approval and customary closing conditions. Partners Mark Menting, C Andrew Gerlach and Matthew Friestedt are leading the transaction which was announced on 2 July 2012. GE Capital was advised by Weil, Gotshal & Manges. Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Tokio Marine Insurans (Malaysia) Berhad (TMIM) in respect of the acquisition of MUI Continental Insurans Berhad (MCI). TMIM is a subsidiary of Tokio Marine Asia Pte Ltd Singapore and its ultimate holding company is Tokio Marine Holdings Inc in Japan. MCI is a general insurance company, with CNA Financial Corporation USA as one of its shareholders. Partner Brian Chia led the transaction. WongPartnership has acted for institutional investors from Asia and North America in respect of their investment of up to US$500 million in CapitaMalls China Development Fund III, a closed-end US$1 billion private equity fund sponsored by CapitaMalls Asia Ltd. Partners Gerry Gan, Milton Toon, Miao Miao and Felicia Marie Ng led the transaction. WongPartnership has also acted for RBC Dexia Trust Services Singapore Ltd as trustee of K-REIT Asia in respect of its S$261.6 million (US$206.6m) acquisition of approximately 12.39 percent partnership interest in Ocean Properties LLP, raising its stake in Ocean Properties from an approximate 87.5 percent to about 99.9 percent. The acquisition was funded by bank borrowings and the proceeds from a placement of 60 million new units in K-REIT Asia with Ong Holdings Ltd, a shareholder of the vendor. Partners Low Kah Keong and Christy Lim led the transaction. |
Deals – 26 July 2012
Allen & Gledhill has advised Santarli Corporation Pte Ltd in respect of securing the award for a 99-year leasehold residential land parcel at Pheng Geck Avenue from the Urban Redevelopment Authority under the Singapore Government Land Sales Programme. The land parcel is 4,850.5 square metres. The tendered price was S$114.8 million (US$91.4m). Partners Ho Kin San and Ernest Teo led the transaction.
Allen & Gledhill has also acted as Singapore law counsel for GuocoLeisure Ltd in respect of its issue of a S$300 million (US$238.7m) multicurrency medium term note programme under which GuocoLeisure may issue notes from time to time. CIMB Bank Berhad (CIMB) is the arranger of the programme, and CIMB and HL Bank are the dealers. The Bank of New York Mellon Singapore Branch is the issuing and paying agent as well as the trustee under the programme. Partner Margaret Chin led the transaction whilst partners Magdalene Leong and Daselin Ang advised the arranger and the dealers as to Singapore law. Allens has advised Perth-based non-profit Catholic health care organisation St John of God Health Care on all aspects of the Midland Health Campus. The new public facility, jointly funded by the State and Commonwealth governments, and the new private facility funded by St John of God Health Care, will be located within one complex and will replace Perth’s existing Swan District Hospital. The complex will be designed, built, operated and maintained by St John of God Health Care. The health campus, which is the largest and most significant health project to be undertaken in Western Australia for many years, integrates both public and private services to offer expanded medical services and more than 360 beds. It is due to open in 2015. Partners Nigel Papi and Michael Hollingdale led the transaction. Freehills acted for the Government of Western Australia whilst Minter Ellison acted for the builder, Brookfield Multiplex. Allens has also advised Hillgrove Resources in respect of its latest equity raising comprising of an institutional placement to be followed by a share purchase plan. Amarchand Mangaldas has acted as domestic legal counsel to SKS Microfinance Ltd (SKS) in respect of its qualified institutional placement (QIP) of approximately 30.5 million equity shares for an aggregate amount of INR2.3 billion (US$41m). The QIP was followed by a preferential issue of SKS equity shares for INR335.5 million (US$6m). SKS is the sole listed microfinance entity in India and one of the few in the world. The placement document was filed with Bombay Stock Exchange Ltd and National Stock Exchange Ltd on 17 July 2012 and the equity shares were allotted to investors on 19 July 2012. This is the first QIP in the financial services sector in FY13 and is the largest capital raising in the microfinance sector post SKS Microfinance Ltd’s IPO in August 2010. Partner Anshuman Jaiswal led the transaction. Credit Suisse Securities (India) Private Ltd and Yes Bank Ltd, the joint global coordinators and book runners, were advised by Linklaters Singapore Pte Ltd and S&R Associates as to international and domestic matters, respectively. Amarchand & Mangaldas has also advised Sushil Pandurang Mantri in respect of its INR29.89 million (US$532,504) investment for a 51 percent controlling stake in SEBI-registered Azure Capital Advisors Private Ltd. The transaction was carried out in two phases. The first phase involved the signing of the share purchase agreement with the selling shareholders and the closing of the transaction which was completed on 31 January 2012. The second phase involved the execution of the shareholders agreement which was executed around 7 June 2012. Partner Reeba Chacko led the transaction. AZB & Partners has advised Janalakshmi Financial Services Private Ltd (Janalakshmi) in respect of an acquisition of a minority stake for approximately INR800 million (US$14.25m) by GAWA Microfinance Fund I, India Financial Inclusion Fund, CVCI, Enam Shares & Securities Ltd and Tree Line Asia Master Fund (Singapore) Pt Ltd of Janalakshmi’s equity shares in its fourth round of equity raising. Partner Srinath Dasari led the transaction which was completed on 12 July 2012. AZB & Partners has also advised Max India Ltd and Max New York Life Insurance Company Ltd (MNYL) in respect of the approximately US$19 million sale by Axis Bank Ltd to Max India Ltd of MNYL’s 19.15 million shares representing 1 percent of MNYL’s share capital. Partner Anil Kasturi led the transaction which was completed on 29 June 2012. Baker & McKenzie has advised Europe-China growth capital private equity fund A CAPITAL in respect of one of the first major private investment in public equity (PIPE) transactions by a Chinese strategic investor teaming up with a private equity fund to invest in a leading European-listed company. A CAPITAL and a co-investor privately owned Sparkle Roll Holdings Ltd, one of China’s leading luxury goods distributors, increased share capital in Danish luxury consumer electronics company Bang & Olufsen A/S by 8.35 percent. Partner Thomas Gilles advised on the deal which is subject to approvals from Chinese authorities. Clayton Utz has advised Nido Petroleum Ltd and its subsidiaries in respect of its senior secured borrowing base facility of up to US$30 million provided by Standard Bank. The facility will fund a significant portion of Nido Petroleum Ltd’s share of funding for the Galoc oil field Phase II development in the offshore North West Palawan Basin in the Philippines. Partner Rohan Mishra led the transaction. CMS Hasche Sigle is advising Dirk Rossmann GmbH in respect of its agreement with Werner Schneider, the insolvency administrator of Ihr Platz GmbH & Co + KG, for Rossman’s acquisition of 104 Ihr Platz stores, including staff and the entire inventory. The deal will secure around 800 jobs for the long term. The acquisition will take place following approval from the Federal Cartel Office and the consent of individual landlords. Partner Dr Harald Kahlenberg is leading the transaction. CMS Hasche Sigle has also advised Hans Georg Stetter in respect of the sale of truck mixer manufacturer Intermix GmbH to Putzmeister Holding GmbH. Intermix develops and produces concrete truck mixers, special-purpose machines and special mixers for tunnel building for the international construction industry. The company is the European market leader and was founded in 1984 by Hans Georg Stetter, whose father Georg Stetter launched the first concrete truck mixer. Intermix supplies approximately 800 machines annually worldwide. Partner Dr Thomas Meyding led the transaction. Freshfields Bruckhaus Deringer has advised Abraaj Capital as the selling shareholder in respect of the US$2 billion IPO of IHH and its primary listing of shares on Bursa Malaysia and secondary listing of shares on the SGX. Abraaj Capital, a leading private equity manager investing in global growth markets, announced on 25 July 2012 the exit of its investment in IHH through the IPO. The firm also advised the Aydinlar family in its capacity as shareholders of IHH. Stephen Revell and Pervez Akhtar led the transaction. Gide Loyrette Nouel has advised GDF SUEZ-Cofely in respect of a major project to build, own and operate the district cooling in Yujiapu, a new financial district in Tianjin, China. The project, part of the development and construction of Yujiapu as a “low carbon” model district, involves cooperation and joint venture arrangements between GDF SUEZ-Cofely and Tianjin Innovative Finance Investment Co. This project, which will be completed in several phases, will deliver cooling to 1.8 million m2 of office space. Partners Thomas Urlacher and Stephane Vernay led the transaction. Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie International in Indonesia, has advised Indonesian food and beverage company PT Eatertainment International Tbk (SMMT) in respect of a back door listing by way of a rights issue of 820 million ordinary shares with a nominal value of IDR125 (US$0.013) per share and an offering price of IDR500 (US$0.053) per share. SMMT intends to change its main business to coal mining through the acquisition of two holding companies of PT Nagamas Makmur Jaya and PT Rajawali Resources, which indirectly own two mining subsidiary companies, PT International Prima Coal and PT Triaryani. Partner Tuti Hadiputranto led the transaction. Hadiputranto, Hadinoto & Partners has also advised Standard Chartered Bank, The Hongkong and Shanghai Banking Corporation, Credit Suisse AG and Sumitomo Mitsui Banking Corporation in respect of a US$120 million facility agreement for the development, construction and completion of Trans Studio Resort integrated complex in Bandung. Trans Studio Resort is an integrated theme park, retail, and resort destination owned and developed by PT Para Bandung Propertindo. The facility was granted to a high-profile counterpart, whose group’s and individual sponsor’s track records are considered to be fast growing in Indonesia. Partners Emmanuel Hadjidakis and Nadia Nasoetion led the transaction. J Sagar Associates has advised Travelocity.com LP, one of the world’s leading companies in online travel portal, in respect of the sale of its 100 percent shareholding in D V Travels Guru Private Ltd and Desiya Online Travel Distribution Private Ltd (Travelguru) to Yatra Online Private Ltd. Travelocity.com LP is a US based company indirectly holding 100 percent share capital of Travelguru through its subsidiaries in Singapore and Cayman Island. Partners Abeezar Faizullabhoy, Shiraj Salelkar, Sunil Jain and Ashok Dhingra led the transaction. Yatra Online Private Ltd was represented by AZB & Partners. J Sagar Associates has also acted for Hindustan Unilever Ltd (HUL) in respect of the sale of one of its properties in Whitefield to Brigade Properties Private Ltd. The property is proposed to be developed by Brigade along with Singapore Investment Corporation (GIC), through its affiliate. Partner Vivek K Chandy led the transaction. Brigade Properties Private Ltd was represented by Amarchand Mangaldas Shroff & Co. K Law has advised Pipavav Defence and Offshore Engineering Company Ltd (Pipavav Defence) in respect of its joint venture with Mazagaon Dock Ltd (MDL) for the construction of surface warships. The JV has been entered to further the objectives and in fulfillment of the requirements set forth in the “Guidelines for establishing Joint Venture companies by Defence Public Sector undertakings” dated 17 February 2012 issued by the Ministry of Defence, Government of India. MDL is the first among the defence public sector companies to invite and form a JV of this kind with a private enterprise. Partner Naina Krishna Murthy, assisted by partner Praveen Raju, led the transaction. Khaitan & Co has advised Bank of India Osaka branch in respect of an external commercial borrowing facility for US$10 million provided to Ind-Swift Ltd for financing its capital expenditure requirements. Bank of India is a nationalised bank with a presence in all the major trade centres of the world. Partner Devidas Banerji advised on the transaction. Khaitan & Co has also advised Nomura Research Institute Ltd (NRI) in respect of the acquisition of 100 percent shareholding of Anshin Software Private Ltd by Nomura Research Institute Asia Pacific Pte Ltd, one of NRI’s group entities. NRI is a leading provider of consulting services and IT solutions. Partner Rabindra Jhunjhunwala led the transaction with assistance from partner Sanjay Sanghvi. Kirkland & Ellis is advising CITIC Securities Company Ltd and CITIC Securities International Company Ltd in respect of the purchase of Asian equity brokerage CLSA from Credit Agricole Corporate and Investment Bank for US $1.25 billion. The deal, announced on 20 July 2012, is the first acquisition of a foreign securities house by a Chinese financial institution. The acquisition will occur in two phases. The first phase involved the sale by Crédit Agricole CIB of 19.9 percent of CLSA’s capital to CITICS International for US$ 310.32 million on 20 July 2012. For the second phase, CITICS International has granted Crédit Agricole CIB a put option to sell the remaining 80.1 percent interest in CLSA to CITICS International for US$ 941.68 million, subject to regulatory and shareholder approvals. Partner Nicholas Norris led the transaction. Gide Loyrette Nouel, led by partner Guillaume Rougier-Brierre, is advising Crédit Agricole Corporate and Investment Bank. Latham & Watkins has represented the existing bondholders in respect of the restructuring of foreign currency convertible bonds, including an exchange offer for new US$127.7 million 5.7 percent secured convertible bonds due 2017, convertible into ordinary shares of Subex Ltd. Subex Ltd is a global provider of business support systems headquartered in Bangalore with offices in Colorado, London, Singapore, Dubai, Ipswich and Sydney. Partners Rajiv Gupta, Lene Malthasen and Keith Halverstam led the transaction. Latham & Watkins is also representing Michael Hui, founder, chairman and chief executive officer of ShangPharma Corporation, in respect of ShangPharma’s going private transaction. Hui has formed a consortium with TPG Star Charisma Ltd to acquire all of the outstanding shares of ShangPharma not currently owned by them in a going private transaction for between US$8.50 and US$9.50 per American Depositary Share in cash, subject to certain conditions. ShangPharma’s American Depositary Shares are listed on the NYSE. The acquisition is intended to be financed through a combination of debt and equity. TPG Star Charisma Ltd currently owns approximately 11 percent of ShangPharma while Hui owns approximately 54 percent. Partner Tim Gardner is leading the transaction. Majmudar & Partners acted as Indian legal counsel to Bank of Baroda London in respect of a credit facility transaction in which the bank extended a term loan of US$25 million to Gujarat NRE Coking Coal Ltd for its capital requirements. The facility was backed by security from the company’s affiliates worldwide. The transaction was led by partner Akil Hirani. Maples and Calder has acted as Cayman Islands counsel to Parade Technologies Ltd, which is listed on Taiwan’s GreTai Securities Market, in respect of the sale of approximately US$59 million of global depositary receipts (GDRs) by its pre-IPO investors. Each GDR is equal to one ordinary share of Parade. The GDRs will be listed on the Luxembourg Stock Exchange and traded on the Euro MTF Market. Parade is a Silicon Valley-based supplier of mixed-signal integrated circuits for computers, consumer electronics and display panels. Goldman Sachs International was the sole global coordinator and book-runner. 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. Milbank, Tweed, Hadley & McCloy has represented Nippon Telegraph and Telephone (NTT) in respect of its global offering of US$750 million 1.4 percent notes due 2017. This was the first registered offering by NTT in 14 years and was priced with the lowest coupon in the Yankee space. NTT operates one of the largest telephone networks in the world. Partner Robert W Mullen Jr led the transaction. Minter Ellison has advised Australian Bluegum Plantations Pty Ltd in respect of its agreement to acquire Gunns Ltd’s woodchip export facility at the Port of Portland for approximately A$61.8 million (US$63.8m) and its acquisition of Elders’ pulpwood assets in Albany, Bunbury and the Green Triangle. The Port of Portland transaction, which is subject to customary conditions, provides a tolling arrangement for future access by Gunns to the woodchip export facility for the sale of forest products from the Green Triangle in Victoria and South Australia that are under Gunns’ management. Under the deal with Elders, ABP acquired 12,400 hectares of freehold land in Albany, Bunbury and the Green Triangle; the Albany woodchip export facility of Pulpwood Plantations Terminals Pty Ltd; and Elders owned standing timber in Albany, Bunbury and the Green Triangle. Partners Callen O’Brien and Martin Bennett led the transaction. DLA Piper partners Carrie Follas and Michael Reed advised Gunns Ltd whilst Freehills partners Robert Nicholson and Al Donald advised Elders. Minter Ellison has also acted as Australian counsel to Power Origin Developments BVI in respect of its private placement in ASX-listed Universal Coal plc. Power Origin, an entity controlled by Hong Kong-based mining, minerals and resources investor Yat Hoi Ning, acquired equity in Universal Coal in two tranches, worth around A$7 million (US$7.2m) and A$3 million (US$3.1m), respectively. The placement gives Power Origin a 19.99 percent stake in the company. The deal secures nearly half of the equity Universal Coal needs for its A$50 million (US$51.6m) Kangala thermal coal project in South Africa. Michael Gajic led the transaction with partner James Philips whilst White & Case, led by Virginia Tam, acted as Hong Kong counsel. Sparke Helmore, led by MichelleSegaert, advised Universal Coal. Paul Hastings has represented the placement agents in respect of Ayala Land Inc’s (Ayala Land) US$326 million top-up placement. Ayala Land is the real-estate unit under Philippine conglomerate Ayala Corporation and is one of the country’s leading property developers. The placement will fund Ayala Land’s capital expenditures and will be used towards capturing further real estate growth opportunities in the Philippines. The transaction marked the largest-ever overnight placement in the Philippines and the largest by a real estate company in Southeast Asia since 2005. Partners Patricia Tan Openshaw, Steven Winegar and Neil Torpey led the transaction. Rajah & Tann has advised OCBC Bank and its insurance arm Great Eastern Holdings Ltd in respect of the sale by the group and the Lee family of their approximately 22 percent stake in Fraser & Neave Ltd to Thai Beverage Public Company Ltd and more than 8 percent stake in Asia Pacific Breweries Ltd to Kindest Place Groups Ltd for an aggregate consideration of approximately S$3.8 billion (US$3b). Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh led the transaction which was announced on 18 July 2012 and is still ongoing. WongPartnership, led by partners Ng Wai King, Annabelle Yip, Teo Hsiao-Huey and Ameera Ashraf, acted for Thai Beverage Public Company Ltd and Kindest Place Groups Ltd. Rodyk & Davidson has acted for Roxy Pacific Holdings Ltd’s subsidiary RP Assets Pte Ltd in respect of its purchase of Sophia Mansions for S$43.3 million (US$34.5m). The transaction is a collective purchase of 19 strata units within the development and is subject to the approval of the Strata Titles Board or the High Court, as the case may require. Partner Lee Liat Yeang, supported by partner Nadia Cardoz, led the transaction. Rodyk & Davidson is also acting for Mercatus Co-operative Ltd in respect of its purchase of a 50 percent stake in nex shopping mall from a Pramerica Asia fund, which values the Serangoon-located shopping mall at S$1.65 billion (US$1.3b). The transaction is possibly the biggest property investment deal of the year. Partner Valerie Ong led the transaction, supported by partners Melanie Lim, Tan Shi Jie, Lee Ho Wah and Au Yong Hung Mun. Skadden, Arps, Slate, Meagher & Flom is representing Stanley Black & Decker in respect of its US$850 million acquisition of Hong Kong-based Infastech, one of the world’s largest producers of engineered mechanical fasteners, from Asia Trading Holdings Ltd, an entity controlled by funds advised by CVC Capital Partners Ltd (CVC) and Standard Chartered Private Equity Ltd (SCPEL). Partners John Adebiyi, Sean Doyle, Edward Gonzalez, Bruce Goldner, Stuart Alperin, Ian John and Frederic Depoortere advised on the transaction which was announced on 23 July 2012. Clifford Chance, led by partners Neeraj Budhwani and Andrew Whan, acted for Asia Trading Holdings Ltd whilst Walkers, led by partners Arwel Lewis and Ashley Davies, acted as Cayman Islands counsel to CVC Capital Partners. WongPartnership has acted for the joint global coordinators, joint book-runners, issue managers and underwriters in respect of Ascendas Hospitality Trust’s (A-HTRUST) Regulation S IPO to raise approximately S$706.6 million (US$562.6m). The firm also acted for the syndicate of lenders in the financing to A-HTRUST for the acquisition of properties situated in multiple geographic locations to facilitate the admission of the stapled securities of A-HTRUST to the SGX ST. Partners Rachel Eng and Colin Ong led the IPO whilst partner Susan Wong led the financing. |
Deals – 19 July 2012
Allen & Gledhill has acted as Singapore law counsel for Lippo Malls Indonesia Retail Trust (LMIR Trust) in respect of its issue, through its wholly-owned subsidiary LMIRT Capital Pte Ltd, of S$750 million (US$596m) guaranteed Euro medium term note programme under which LMIR Trust may issue notes from time to time. Under the programme, LMIRT Capital Pte Ltd has issued S$200 million (US$159m) 4.88 percent notes due 2015 and S$50 million (US$39.74m) 5.875 percent notes due 2017. Standard Chartered Bank is the sole arranger of the programme and sole book-runner of the notes. The programme is guaranteed by HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of LMIR Trust. Partners Margaret Chin and Glenn Foo led the transaction.
Allen & Gledhill has also advised Keppel Telecommunications & Transportation Ltd in respect of its issue of S$500 million (US$397.46m) multicurrency medium term note programme under which the issuer may from time to time issue multicurrency medium term notes. United Overseas Bank Ltd has been appointed as arranger of the programme. Australia and New Zealand Banking Group Ltd, CIMB Bank Berhad, Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank and United Overseas Bank Ltd have been appointed as dealers of the programme. Partner Margaret Chin led the transaction. Allens has advised international trading house and mining company Mitsui & Co Ltd in respect of its 49.9 percent acquisition of National Plant & Equipment Pty Ltd. The deal, worth in excess of A$100 million (US$103.6m), will see Mitsui take a large stake in one of Australia’s leading suppliers of heavy machinery and earthmoving equipment to the mining and construction industries. Partner Steve Clifford led the transaction. Ashurst advised National Plant & Equipment Pty Ltd. Allens, with Clayton Utz, has also advised Pacific Equity Partners (PEP) in respect of its successful bid for Nestle Australia’s Peters Ice Cream business. As well as acquiring the Peters Ice Cream brand and the business’s Mulgrave factory, PEP will become the owner of Peters’ several sub-brands, including Original, Light & Creamy, Billabong, Frosty Fruits and Monaco Bar. PEP will also acquire a long-term licence to market and sell in Australia certain global Nestlé ice cream brands, including Drumstick, Heaven, Maxibon, Skinny Cow and Milo Scoop Shake. Partners Philip Kapp and Jonathan Donald led the team at Clayton Utz while Tom Story and Mark Kidston were the lead Allens partners. King & Wood Mallesons acted for Nestle Australia whilst Ashursts acted for PEP’s banking syndicate. Amarchand & Mangaldas has advised Tube Investments of India Ltd, a listed entity in the Chennai based Murugappa Group, in respect of its acquisition of the entire 44.12 percent promoter stake held by P Subramanian and persons acting in concert with him in Shanthi Gears Ltd. The acquisition triggered an open offer to be made by Tube Investments for the acquisition of 26 percent of the public shareholding in the company, in accordance with SEBI Regulations 2011. The public announcement was made on 13 July 2012. The promoter stake is approximately INR2.92 billion (US$52.74m) while the open offer would amount to INR1.72 billion (US$31m). Enam Securities Private Ltd acted as merchant bankers. The deal is expected to close by 8 October 2012. Partner Arjun Lall led the transaction. Amarchand & Mangaldas has also advised Sindhu Cargo Services Ltd, a Bangalore based public unlisted company engaged in providing end-to-end logistic solutions in India, in respect of the investment by Japanese logistics solutions provider SG Holdings Co Ltd in Sindhu Cargo and its sister concern Sunlog Services Private Ltd. The transaction involved an aggregate investment of INR900 million (US$16.23m) in Sindhu Cargo and Sunlog Services for an aggregate stake of 40 percent in each of the entities. The investment is in two tranches – acquisition of 26 percent in the first tranche and 14 percent in the second tranche. The deal was signed on 25 June 2012, with first closing on 12 July 2012 and second closing expected by 31 August 2013. Partner Arjun Lall also led the transaction. Nishimura & Asahi advised SG Holdings Co Ltd. Appleby has acted as Cayman counsel for Sheen Tai Holdings Group Company Ltd in respect of its listing on the HKSE on 13 July 2012 with gross proceeds of approximately HK$168 million (US$21.66m). The proceeds will be used for strategic acquisition, expansion of market share and for strengthening product development. Partner Judy Lee led the transaction whilst Loong & Yeung and Jingtian & Gongcheng advised as to Hong Kong and PRC law, respectively. Leung & Lau and Dacheng Law Offices advised Haitong International Capital Ltd as the sole sponsor as to Hong Kong and PRC law, respectively. Appleby has also acted as Cayman counsel for Bolina Holding Co Ltd in respect of its listing on the HKSE by way of a global offering on 13 July 2012 with gross proceeds of approximately HK$451.5 million (US$58.21m). A majority of the proceeds will be used for construction of production facilities. Partner Judy Lee also led the transaction whilst Stephenson Harwood, Troutman Sanders and Jingtian & Gongcheng advised as to Hong Kong, US and PRC law, respectively. CCB International Capital Ltd, the sole sponsor for the listing, was advised by Herbert Smith as to Hong Kong and US law and Commerce & Finance Law Offices as to PRC law. Baker & McKenzie has advised Cheung Kong (Holdings) Ltd and its wholly-owned subsidiary Cheung Kong Bond Securities (02) Ltd (CKBS) in respect of the issue and offering by CKBS of HK$1 billion (US$128.9m) 5.25 percent guaranteed senior perpetual securities which are denominated in Hong Kong dollars. The securities are guaranteed by Cheung Kong (Holdings) Ltd and are listed on the HKSE. The securities are perpetuals with no fixed redemption date. The coupon rate will be stepped up by one percent after five years. The securities carry coupon deferral features. DBS Bank Ltd acted as the sole lead manager and book-runner. Partner Andrew Lockhart led the transaction. Clifford Chance has advised Inner Mongolia Yitai Coal Company Ltd in respect of its issuance of approximately 161.5 million H shares at US$5.54 each, raising approximately US$861.2 million. China International Capital Corporation Hong Kong Securities Ltd, BOCI Asia Ltd, ICBC International Capital Ltd, Merrill Lynch International, Merrill Lynch Far East, Credit Suisse (Hong Kong) Ltd, UBS AG Hong Kong Branch, BNP Paribas Capital (Asia Pacific) Ltd, China Merchants Securities (HK) Co Ltd and Macquarie Capital Securities Ltd acted as underwriters. Partner Tim Wang led the deal. CMS Hasche Sigle has advised Cotesa GmbH in respect of the more than €20 million (US$24.54m) investment by HPE Holland Private Equity fund in a minority stake in the company. The transaction has already been completed. Cotesa makes high-performance components out of fibre-reinforced composite materials for the aviation and automotive industries. HPE specialises in growth finance for mid-sized technology companies in Western Europe. The objective of HPE’s investment in Cotesa is to strengthen the company’s position in the aviation market and accelerate its growth as an automotive supplier. Partner Stefan-Ulrich Müller led the transaction. CMS Hasche Sigle has also advised German private investor Thomas Manns in respect of his acquisition of the business activities of three insolvent operational companies from an international bank consortium via Astra Rail Industries Srl, a newly established Romanian company which is one of the largest manufacturers of railway trucks in Europe. Partner Klaus Jäger led the transaction with Romanian partner firm Musat & Partners. Simmons & Simmons Netherlands, led by partner Christiaan Zijderveld, advised the bank consortium. PeliFilip, led by partner Alexandru Birsan, advised on Romanian law. Davis Polk has advised BOCI Asia Ltd and Morgan Stanley & Co International plc as managers in respect of a Hong Kong law Regulation S-only offering by AVIC International Finance & Investment Ltd of its RMB1.5 billion (US$235.46m) 4.8 percent guaranteed bonds due 2015. The bonds are unconditionally and irrevocably guaranteed by AVIC International Holding Corporation. Approval from the PRC State Administration of Foreign Exchange has been obtained for the guarantees. The AVIC Group is a leading importer and exporter of civil aviation products and one of the largest aviation subcontractors in the PRC. Partner Paul Chow led the transaction. The AVIC group was advised by Linklaters as to Hong Kong law, Beijing Sunlight as to PRC law and Conyers Dill & Pearman as to BVI law. Jingtian & Gongcheng advised the managers as to PRC law. Davis Polk has also advised China Yongda Automobiles Services Holdings Ltd (Yongda) in respect of its HK$1.67 billion (US$215m) IPO and listing on the HKSE. Yongda is a leading passenger vehicle retailer and comprehensive service provider in China and was the third largest dealership group in China in 2011. Partners Bonnie Y Chan, Antony Dapiran and James C Lin led the transaction whilst Walkers, led by partner Denise Wong, acted as Cayman Islands counsel. The underwriters on the transaction, UBS and HSBC as joint global coordinators and joint sponsors, with BOCOM International Securities Ltd as joint book-runners, were advised on Hong Kong and US law by Paul Hastings, led by partners Raymond Li, Sammy Li and Steven Winegar. DLA Piper has advised Success Well Investments Ltd in respect of its acquisition of HK$199 million (US$25.66m) worth of shares in Tonic Industries Holdings Ltd, an investment holding company with subsidiaries engaged in the manufacture, processing and trading of consumer electronic products and related components. The firm advised on the acquisition of approximately 707.1 million sale shares in Tonic Industries from Skill China Ltd and the acquisition of approximately 42.7 million shares from Greatest Mark Ltd. Upon completion of the agreements on 7 May 2012, Success Well Investments owned approximately 70.18 percent of all share capital issued by the company, triggering a mandatory general offer. Tonic Industries became an indirectly owned subsidiary of CMPD, the ultimate holding company of Success Well Investments. CMPD is the real estate flagship of state-owned conglomerate China Merchants Group. Partner Jeffrey Mak led the transaction. J Sagar Associates has recently advised Treves SA France in respect of entering into a joint venture with Banswara Syntex Ltd for a 50:50 equity participation in the manufacturing of automobile textile products. Partner Sandeep Mehta led the transaction. Khaitan & Co has advised EPC Industrié Ltd in respect of its INR41.43 crores (US$7.5m) rights issue. EPC Industrié Ltd, a subsidiary of Mahindra and Mahindra, is in the business of manufacture and sale of micro irrigation system (MIS) and its components. Partner Vibhava Sawant acted on the transaction. Khaitan & Co has also advised Axis Bank Ltd in respect of the INR128.80 crores (US$23.5m) term facility availed by Usher Agro Ltd for part financing of the capital expenditure requirements for setting up a rice milling plant at Chatta Kosi, Mathura in Uttar Pradesh, a pulse processing plant at Chatta Kosi, Mathura in Uttar Pradesh and a pulse flour mill. Partner Shishir Mehta acted on the transaction. King & Wood Mallesons is acting for IOOF Holdings Ltd in respect of its proposed acquisition of Plan B Group Holdings Ltd. Under the proposed bid, IOOF will acquire all of the ordinary shares in Plan B at A$0.60 (US$0.62) per share via an agreed off-market takeover. Partners Joe Muraca and Peter Stirling are leading the transaction. Lavan Legal and TC Corporate are advising Plan B. King & Wood Mallesons has also acted for Westpac Banking Corporation in respect of its approximately A$500 million (US$517.85m) offer of Westpac subordinated notes. The notes will be fully paid, registered, unsecured, subordinated debt obligations of Westpac. The offer is joint lead managed by ANZ Securities Ltd, Deutsche Bank AG Sydney Branch, JP Morgan Australia Ltd, UBS AG Australia Branch and Westpac Institutional Bank. Partners Greg Hammond, Philip Harvey, David Friedlander and Richard Snowden led the transaction. Freehills acted for the joint lead managers. Majmudar & Partners has acted as Indian legal counsel to Axis Bank Ltd Singapore Branch in respect of a credit facility in which the bank extended a term loan of US$9 million to Pacifica Hotels (Bangalore Projects) Pvt Ltd for the setting up of a hotel complex. The transaction was led by partners Akil Hirani and Prashanth Sabeshan. Maples and Calder has acted as Cayman Islands counsel to Credit Suisse Management (Cayman) Ltd in respect of the launch for qualified institutional investors only of Global REIT Alpha Fund, a series trust of Credit Suisse Universal Trust (Cayman) II. The investment objective of the fund is to provide unit-holders with exposure to the Global REIT Alpha Strategy through investment of all subscription proceeds received from the issue of units into a collateralised swap with Credit Suisse International as the counterparty. Partner Nick Harrold led the transaction. Maples and Calder has also acted as Cayman Islands counsel to Silverman Holdings Ltd (Silverman) in respect of its IPO and listing on the HKSE of 160.58 million new shares. Dealings on Silverman shares commenced on 12 July 2012 and the offering raised approximately HK$177 million (US$22.82m). Silverman is one of the leading fabric manufacturers in the high-end home textile fabric industry in China. The proceeds are expected to be used for the expansion and upgrade of production facilities. Mizuho Securities Asia Ltd was the sole sponsor to the global offering. Partner Christine Chang led the transaction whilst Li & Partners and Jingtian & Gongcheng acted as Hong Kong and PRC legal advisers, respectively. Deacons and Global Law Office acted as Hong Kong and PRC counsel to the sponsor. Norton Rose Group has advised PT Wampu Electric Power in respect of the development and project financing of a 45MW hydroelectric power project scheduled for completion in 2015 in North Sumatra, Indonesia. PT Wampu Electric Power is owned by Korea Midland Power Co Ltd, POSCO Engineering Co Ltd and Indonesia’s PT Mega Power Mandiri. With financing of more than US$130 million provided by Korea Eximbank and Sumitomo Mitsui Banking Corporation, power will ultimately be sold to Perusahaan Listrik Negara (PLN), the Indonesian state-owned power utility responsible for electricity distribution. Partner Stephen Begley and of counsel Laurie Pearson led the transaction. Rajah & Tann has advised Swiss soft commodities wholesale merchant ECOM AgroIndustrial Corp Ltd as a vendor shareholder in respect of JB Foods Ltd’s (JB Foods) S$30 million (US$23.84m) public invitation and listing on the SGX-ST. The invitation closes today: 19 July 2012 and shares in JB Foods will commence trading on 23 July 2012. Immediately post-invitation, JB Foods will have a market capitalisation of S$120 million (US$95.37m). Partners Chia Kim Huat and Danny Lim led the transaction. ATMD Bird & Bird acted for JB Foods whilst Chee Siah Le Kee & Partners advised on Malaysian Law. Shook Lin & Bok advised AmFraser Securities and Canaccord Genuity Singapore as the joint issue managers, underwriters and placement agents. Rodyk & Davidson has acted for Balda Investments Singapore Pte Ltd, a subsidiary of Frankfurt Stock Exchange listed Balda AG, in respect of the sale of its substantial shareholding in Taiwan Stock Exchange listed TPK Holding Co Ltd. The transaction took place over two tranches and is worth €388 million (US$476.2m). Partner S Sivanesan led the deal. Rodyk & Davidson has also acted in respect of the sale of 17 apartments at the completed freehold project 8 Napier by way of share purchase in the company which owns the apartments. The apartments are valued at approximately S$100 million (US$79.47m). The 17 units being sold are part of an original 19-unit acquisition purchased by way of share purchase in late 2007 in which the firm also acted. The two remaining units were sold earlier. Partners Gerald Singham and Norman Ho, supported by partner Terence Yeo, led the transaction. Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore ) Ltd, the trustee of Cache Logistics Trust (CLT), in respect of the acquisition of Pandan Logistics Hub from CWT Ltd for S$66 million (US$51.46m). The acquisition and subsequent leaseback of Pandan Logistics Hub constituted an interested person transaction under Chapter 9 of the Listing Manual and an interested party transaction under the Property Funds Appendix. The firm also advised the trustee on CLT’s S$375 million (US$298m) term and revolving loan facilities in connection with the refinancing of its existing credit facilities as well as to finance the acquisition. Partners Tan Woon Hum and Andrea Ng advised on the transaction. Simmons & Simmons has advised China Asset Management (Hong Kong) Ltd in respect of the formation, SFC authorisation and HKSE listing of ChinaAMC CSI 300 Index ETF, the world’s first renminbi qualified foreign institutional investor (RQFII) A-Share exchange traded fund (ETF). The ETF was authorised by the Securities and Futures Commission on 29 June 2012 and was listed on the HKSE on 17 July 2012. China Asset Management (Hong Kong) Ltd is the largest and one of the first nationwide fund management companies in China. The ChinaAMC CSI 300 Index ETF seeks to track the performance of an A-Share index by channelling Renminbi (CNH) raised outside mainland China to invest directly in a portfolio of A-Shares, which replicates the performance of the underlying A-Share index. This RQFII fund broadens the range of increasingly popular Renminbi investment products in Hong Kong, offering Hong Kong investors an alternative channel to invest in the A-Share market. Partner Rolfe Hayden led the transaction. Squire Sanders has advised AP Marshal Investments Pty Ltd and Canute Investments Ltd in respect of the A$22.75 million (US$23.57m) purchase of the Carramar Village Shopping Centre in Perth from Peet Ltd and the financing of the acquisition by BankWest. Partner Michael Henderson advised on the acquisition and partner John Poulsen advised on the financing. Sullivan & Cromwell is advising French entrepreneur Vincent Bollore, as 26 percent shareholder in Aegis, in respect of the proposed takeover of Aegis Group plc by Japanese media group Dentsu Inc which was announced on 12 July 2012. The deal values Aegis at £3.164 billion (US$4.95b) and offers Dentsu a new strategic platform in Europe in an industry in which it is already a successful participant in Asia. Dominique Bompoint and Tim Emmerson led the transaction. Roland Turnhill of Slaughter and May advised Aegis. Sullivan & Cromwell is also representing The Goldman Sachs Group Inc in respect of its US$550 million sale of Goldman Sachs Administration Services (GSAS) to State Street Corporation. Partners Mitchell Eitel, Brian Hamilton, Matthew Friestedt and Andrew Mason led the transaction which was announced on 17 July 2012. Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised Sime Darby Berhad in respect of its joint venture to acquire Battersea Power Station, the iconic 39-acre site situated on the south bank of the River Thames in London. Sime Darby entered into a JV with the subsidiaries of SP Setia Berhad and the Employees’ Provident Fund Board. The JV incorporated in Jersey, Channel Islands was used as the primary vehicle to acquire Battersea Power Station for £400 million (US$620m). Partner Brian Chia led the transaction. WongPartnership has acted for SBS Transit Ltd and SMRT Buses Ltd in respect of the proposed S$1.1 billion (US$873.63m) financing to be granted by the Land Transport Authority under the Bus Service Enhancement Programme for the improvement of bus transport services in Singapore. Partner Susan Wong led the transaction. WongPartnership has also acted for Surbana Corporation in respect of a joint venture agreement with Japan’s largest listed real estate company Mitsubishi Estate Co Ltd to jointly develop a residential site in Chengdu, PRC. Pursuant to the JV, Mitsubishi Estate Co Ltd will subscribe for 30 percent of the shares in Surbana International Investment (Chengdu) II Pte Ltd, the entity incorporated by Surbana Township Development Fund II Pte Ltd, for the purpose of developing the residential site in Chengdu. Partner Ong Sin Wei led the transaction. ZUL RAFIQUE & Partners has advised EXIM Bank in respect of a US$1.5 billion multicurrency medium term note programme to finance its general corporate purposes. A 5.5-year fixed rate notes of US$500 million was issued on June 2012 pursuant to the programme. Nomura international plc, BNP Paribas Hong Kong Branch, CIMB Bank (L) Ltd and Maybank Investment Bank Berhad acted as the arrangers. This is an inaugural international bond offering by the bank which has been rated “A-” and “A3” by Fitch Ratings and Moody’s Investors Service, respectively. Partner Loh Mei Mei led the transaction whilst Clifford Chance acted as English counsel. Wong & Partners and Linklaters Singapore advised the arrangers. |
Deals – 12 July 2012
Allen & Gledhill has advised Oversea-Chinese Banking Corporation Ltd (OCBC) in respect of its issue of S$1 billion (US$791.4m) non-cumulative non-convertible non-voting Class M preference shares callable on 2018 (and from 2022.) The preference shares, subject to declaration by OCBC Board of Directors, will pay semi-annual non-cumulative dividends at the rate of 4 percent per annum of the liquidation preference of S$1 (US$0.79) per preference share. The sole lead manager and book-runner was OCBC and the co-managers were JP Morgan (SEA) Ltd and Morgan Stanley Asia (Singapore) Pte. Partner Glenn Foo led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank as the arrangers and Bank of New York Mellon as the issuing and paying agent, the agent bank and the trustee of the holders of the notes, in respect of Changi Airport Group (Singapore) Pte Ltd’s issue of a S$2 billion (US$1.58b) multicurrency medium term note programme under which the issuer may issue notes from time to time. Partners Margaret Chin, Sunit Chhabra, Daselin Ang and Glenn David Foo led the transaction. Allens has advised international oil and gas exploration and production company INPEX Corporation in respect of the sale of part of its interest in the up- and downstream arms of the Ichthys Project and associated exploration interests to Osaka Gas, Toho Gas and Tokyo Gas. The sell-downs were completed on 26 June 2012. The Ichthys Project is the largest oil and gas development in the Northern Territory and will deliver significant social and economic benefits to the Territory and Australia. Partner Igor Bogdanich led the transaction. Allens has also acted for the ISM and Salkat groups in respect of the A$100 million (US$102.3m) sale of the two groups to leading global chemical distributor and German-listed company Brenntag AG. ISM and Salkat are based in Australia and New Zealand and distribute specialty raw materials to the manufacturing industries in both countries. Partner Steve Clifford led the transaction. Azmi & Associates has acted as co-solicitor, with another Malaysian law firm, to Felda Global Ventures Holdings Bhd (FGVH) in respect of its public listing on the Malaysian stock exchange. FGVH raised approximately US$3.1 billion in Asia’s biggest IPO this year and the world’s second largest public offering after Facebook. Baker & McKenzie.Wong and Leow, and Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie International in Indonesia, have jointly advised Deutsche Bank AG Singapore Branch in respect of a US$145.5 million syndicated credit facility and a US$30 million syndicated murabaha line facility for PT Media Marya Sentosa (MKS). Proceeds of the facilities were used to refinance MKS’s existing financial indebtedness and to expand MKS’s gas processing facilities in Gresik, Muara Karang and Muara Tawar, Indonesia. Partners Emmanuel Hadjidakis from Singapore and Indri Pramitaswari (Mita) and Nadia Nasoetion from Jakarta led the transaction. Clifford Chance has advised China Aluminum International Engineering Corporation Ltd (Chalieco) in respect of its IPO which listed on 6 July 2012. The company issued approximately 363.16 million H shares at HK$3.93 (US$0.51) each. The IPO raised approximately HK$1.427 billion (US$184 million). Chalieco is a technology, engineering service and equipment provider in the nonferrous metals industry in China. The company provides fully integrated engineering solutions throughout various stages of the nonferrous metals industry chain. Chinalco is the controlling shareholder of the company. Partner Tim Wang led the deal. Paul Hastings, led by partner Raymond Li, advised China International Capital Corporation Hong Kong Securities Ltd and GF Securities (Hong Kong) Brokerage Ltd as the joint book-runners and joint lead managers. Clifford Chance has also advised DBS Bank Ltd as sole lead manager and book-runner on the first Hong Kong dollar-denominated corporate perpetual. The HK$1 billion (US$129m), 5.25 percent guaranteed senior perpetual securities were issued by Cheung Kong Bond Securities (02) Ltd and guaranteed by Cheung Kong (Holdings) Ltd. Partner Matt Fairclough led the transaction. Colin Ng & Partners has acted as Singapore counsel to MacarthurCook Property Securities Fund (MPS) in respect of its recent fully underwritten non-renounceable rights issue. MPS is a property securities fund that is managed by MacarthurCook Fund Management Ltd and has a primary listing on the ASX and a secondary listing on the SGX-ST. The 13:15 rights issue, priced at A$0.035 (US$0.0358), to raise up to A$5.87 million (US$6m), was launched on May 2012 and closed on June 2012. Partner Elaine Beh led the transaction, supported by partner Bill Jamieson. Colin Ng & Partners has also acted as Singapore counsel advising on the due diligence and Singapore law aspects of the transaction documents for China Resources Gas Group Ltd in respect of the US$238 million acquisition by its wholly-owned subsidiary Thousand Victory Investments Ltd of the entire share capital of AEI China Gas Ltd from AEI Asia Ltd. Partner Ong Wei Jin led the transaction. Davis Polk has acted as Hong Kong and US counsel to China Nonferrous Mining Corporation Ltd (CNMC) in respect of its HK$1.91 billion (US$247m) global offering and listing on the HKSE. The transaction marks the first time a business comprising Africa-based assets has listed in Hong Kong. CNMC, a subsidiary of the PRC state-owned China Nonferrous Metal Mining Group, is a vertically integrated copper producer based primarily in Zambia. CNMC was the largest PRC enterprise in terms of total overseas copper production in 2011. Partners Bonnie Y Chan, Antony Dapiran, Howard Zhang, Li He, John D Paton and John B Reynolds III led the transaction. The underwriters on the transaction were led by UBS, China International Capital Corporation and JP Morgan as joint global coordinators, joint book-runners and joint sponsors, and were advised by Norton Rose as to Hong Kong and US law. Freshfields Bruckhaus Deringer has advised Redwood Group Asia in respect of the establishment of the Redwood China Logistics Fund. The fund has an initial target to invest RMB 2.5 billion (US$393.5m) of equity in distribution, logistics and light manufacturing real estate facilities in selected high growth markets in China. Partner Edward Cole led the transaction. Khaitan & Co advised ICICI Bank Limited in relation to INR 750 million (approx. USD 14.5 million) investment in the form of preference shares of John Energy Limited for the acquisition of 4 rigs as part of its expansion plans. Partners, Haigreve Khaitan and Shishir Mehta led the transaction. Khaitan & Co advised DCX Chol Enterprises Inc., in relation to the formation of a joint venture company DCX Cable Assemblies Private Limited by NCBG Holdings Inc. together with two Indian joint venture partners. DCX-Chol Enterprises Inc., is a privately held American-owned small business. They are made up of five vertically integrated manufacturing and assembly divisions, each with their own history, specialisations and products. Partners, Rajiv Khaitan and Anindita Phukan led the transaction. King & Wood Mallesons has acted for Nestlé in respect of the sale of its Peters Ice Cream business to Australian Food Group, a company owned by private equity group Pacific Equity Partners (PEP). PEP, which is based in Sydney, will own the iconic Peters ice cream brand, plus sub-brands Original, Light & Creamy, Billabong, Frosty Fruits and Monaco Bar. It also acquired a long-term licence to market in Australia some other global Nestle-owned ice-cream brands, such as Drumstick, Heaven and Maxibon. Partners Michael Barker and Katrina Rathie led the transaction. Clayton Utz advised PEP. King & Wood Mallesons has advised a group of nine banks from Australia, China and South Africa in respect of the A$367.5 million (US$376.8m) refinancing of the Millmerran Power Station in Queensland, which reached financial close on 15 June 2012. Partner Peter Doyle led the transaction. Allens acted for the existing lenders whilst Freehills acted for the project sponsors. O’Melveny & Myers has represented PT MNC Sky Vision Tbk (MSKY) in respect of its IPO of approximately 1.4 billion ordinary shares on the Indonesia Stock Exchange. The firm advised MSKY on its Rule 144A international offering to eligible investors outside of Indonesia. The offering was 20 percent of its outstanding shares and raised approximately US$227.8 million. MSKY, which operates under the Indovision, Top TV, and OkeVision brands, is Indonesia’s largest provider of pay TV services. Morgan Stanley, JP Morgan and PT MNC Securities acted as joint global coordinators, joint lead managers and joint book-runners. Partner David Makarechian advised on the IPO. Paul Hastings is representing ABC-Mart Inc, a Tokyo, Japan-based publicly-traded shoe retailer, in respect of its US$138 million cash tender offer for all of the outstanding equity of LaCrosse Footwear Inc, a Portland, Oregon-based provider of premium, branded footwear. Tokyo-listed ABC-MART is a leading shoe retailer in Japan, operating approximately 800 stores throughout Japan, South Korea and Taiwan. NASDAQ-listed LaCrosse Footwear is a leading provider of premium, branded footwear for work and outdoor users, with its iconic Danner® and LaCrosse® brands being sold throughout the United States, Canada, Europe and Asia. Partners Hajime Kanagawa, Toshiyuki Arai and Carl Sanchez led the transaction. Paul Hastings is also representing Sansei Yusoki Co Ltd, an Osaka-based company engaged in the design, manufacture, repair and maintenance of amusement rides, stage equipment and elevators, in respect of its contemplated acquisition of a stake in S&S Worldwide, one of the world’s leading amusement rides and rollercoaster manufacturers located in the US. Following the signing of the MOU and the official transfer of shares on July 2012, S&S Worldwide will retain its headquarters and manufacturing facilities in Logan, Utah. The acquisition will strengthen Sansei Yusoki’s operational base in Japan and will play a significant part in expanding its business in overseas markets, especially in the US, China and Europe. Partner Toshiyuki Arai led the transaction. Paul, Weiss, Rifkind, Wharton & Garrison has advised Carlyle Asia Partners III LP, The Carlyle Group’s Asia buyout fund, in respect of its acquisition of a controlling stake of 49 percent in Mandarin Hotel Holdings Ltd, the operator of a mid-market hotel chain in China under the brands of ‘Crystal Orange Hotel’ and ‘Orange Hotel’. The company’s hotel chain currently includes 25 designer hotels in six major Chinese cities. Following the acquisition, Carlyle is the largest shareholder of the company, with Eric Zhang, managing director of The Carlyle Group, appointed as the company’s co-chairman. Partner Jeanette Chan led the transaction. Rajah & Tann has advised The Ascott Holdings Ltd in respect of in its S$63.3 million (US$50.1m) disposal of shares in Hong Kong Yong Zheng Group Company Ltd (Yong Zheng) to SGX-ST listed Ascott Residence Trust. Yong Zheng holds indirectly 100 percent of Guangzhou Hai Yi Property Development Company, which is established in the PRC and owns a serviced residence located in Guangzhou. Partners Chia Kim Huat and Danny Limb led the transaction which was announced on 9 July 2012 and is on-going, pending fulfillment of conditions precedent, including Ascott Residence Trust’s unit-holders’ approval. Lee & Lee acted for Ascott Residence Trust. Rodyk & Davidson is acting for GMR Coal Resources Pte Ltd in respect of the reverse takeover transaction announced by United Fiber System Ltd to acquire 96.99 percent of IDX-listed PT Golden Energy Mines Tbk from PT Dian Swastatika Sentosa Tbk and GMR Coal Resources Pte Ltd. Partner Valerie Ong is leading the transaction which is valued at S$2.24 billion (US$1.77b). Rodyk & Davidson has also acted as the Singapore counsel for AmerisourceBergen Corporation in respect of the Singapore law aspects of its global acquisition of World Courier Group Inc, a privately held leading global specialty transportation and logistics provider for the biopharmaceutical industry. Partner Ng Eng Leng led the transaction which is valued at US$520 million. Shook Lin & Bok has acted for Adampak Ltd, a manufacturer of high performance labels, seals and other precision die-cut components, in respect of its delisting from the SGX-ST and privatisation by private equity firm Navis Capital Partners Ltd, which is valued at approximately S$110.7 million (US$87.6m). Partners David Chong, Teo Yi Jing and Roy Goh advised on the transaction. Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has acted as the sole advisor to Asian Development Bank (ADB) in respect of the establishment of ASEAN Infrastructure Fund (AIF). The US$485.2 million vehicle was officiated in September of last year to finance major infrastructure projects across the ASEAN region, and to promote the use of ASEAN reserves in the financing of the region’s infrastructure needs. The shareholders of AIF consist of Brunei Darussalam, Cambodia, Indonesia, Lao People’s Democratic Republic, Malaysia, Philippines, Singapore, Thailand, Vietnam and ADB, who is also administrator to AIF. Partner Brian Chia led in the establishment of the vehicle, a Malaysian Labuan Incorporated Company. WongPartnership has acted for United Overseas Bank Ltd, as arranger and dealer, in respect of the establishment of Keppel Telecommunications & Transportation Ltd’s S$500 million (US$395.7m) medium-term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for Standard Chartered Bank and DBS Bank Ltd, as mandated lead arrangers, in respect of the S$375 million (US$296.8m) financing to HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of borrower Cache Logistics Trust, to refinance the borrower’s existing credit facilities and to finance acquisition of future properties. Partners Christy Lim and Carol Anne Tan led the transaction. ZUL RAFIQUE & Partners has advised UEM Land Holdings Berhad in respect of its collaboration with Iskandar Investment Berhad regarding a mixed development project in Medini, Nusajaya known as the Lifestyle Retail Mall and Residences @ Medini North. Valued at RM665 million (US$209.3m), the project is located at the heart of leisure and tourism of Iskandar Malaysia in the State of Johor and will be directly connected to LEGOLAND Malaysia, the first LEGOLAND theme park in Asia which is scheduled to open on September 2012. Partner Tang Ai Leen advised on the transaction. ZUL RAFIQUE & Partners has also advised Standard Chartered Saadiq Berhad as the lead arranger in respect of the establishment of a Sukuk programme by Abu Dhabi National Energy Company PJSC (TAQA) of up to RM3.5 billion (US$1.1b), based on the Shariah principle of Murabahah involving selected Shariah compliant commodities with a tenure of up to 20 years for its general corporate purposes. Partner Loh Mei Mei led the transaction which was completed on March 2012. |
Deals – 28 June 2012
Allen & Gledhill has acted as Singapore legal counsel for DBS Bank Ltd (DBS) in respect of its issue of US$750 million 3.625 percent subordinated notes due 2022. The notes will initially bear a fixed coupon of 3.625 percent per annum with interest payable semi-annually. The notes were issued on 21 March 2012 and are expected to qualify as Lower Tier 2 capital of DBS, subject to the requirements of the Monetary Authority of Singapore. DBS, Goldman Sachs (Singapore) Pte and Merrill Lynch (Singapore) Pte Ltd were the joint lead managers. Partner Glenn Foo led the transaction.
Allen & Gledhill has also acted as Singapore law for SP AusNet in respect of its issue of new stapled securities under an accelerated 3 for 20 underwritten non-renounceable pro-rata entitlement offer at an offer price of A$1.00 (US$1.01) per new stapled security to raise proceeds of A$434 million (US$439m). Macquarie Capital (Australia) Ltd and UBS AG Australia Branch acted as joint lead managers. Partner Yeo Wico led the transaction. Allens has advised Interlink Roads Pty Ltd, the concessionaire of the M5 South West Motorway, in respect of all aspects of the M5 West Widening Project. Interlink Roads operates the 21km tolled M5 South West Motorway, which is part of the main passenger, commercial and freight route between Sydney Airport, Port Botany and south west Sydney. Partner Nigel Papi led the transaction whilst Freehills advised on the debt finance aspects and King & Wood Mallesons advised on the equity finance and tax aspects. Ashurst acted for the Roads and Maritime Services. Amarchand Mangaldas has advised JM Financial Products Ltd in respect of the debt financing of INR110 crores (US$19.3m) provided by JM Financial Products Ltd to Wadhwagroup Holdings Private Ltd (holding company of Mumbai-based real estate group Wadhwa Group), by way of subscription to unlisted, secured, non convertible debentures (NCDs) issued by Wadhwagroup Holdings Private Ltd in three tranches. IDBI Trusteeship Services Ltd acted as the debenture trustee for the holders of the NCDs. The deal was signed on 11 June 2012 and the first tranche of NCDs were issued on the same day. Partner Ashish Jejurkar led the transaction. Amarchand Mangaldas has also acted as domestic legal counsel to Speciality Restaurants Ltd in respect of its IPO of approximately 11.7 million equity shares for cash at INR150 (US$2.63) per equity share. The price band was fixed between INR146 (US$2.56) to INR 155 (US$2.72) per equity share. The issue opened for subscription on 16 May 2012, closed on 18 May 2012 and listed on 30 May 2012. The issue was for 25 percent of the post-issue paid up capital of Speciality Restaurants Ltd. The issue was subscribed 2.44 times. Partner Yash J Ashar led the transaction. Talwar Thakore & Associates Mumbai and White & Case Singapore acted as domestic legal counsel and international legal counsel, respectively to Kotak Mahindra Capital Company Ltd as the book running lead manager. Link Intime India Private Ltd was the registrar. AZB & Partners has advised Cloverdell Investment Ltd (Cloverdell), a part of the Warburg Pincus group, in respect of the acquisition of approximately 26 million to 35 million (depending on outcome of the open offer) of the company’s total share capital from Pantaloon Retail (India) Ltd and Future Value Retail Ltd, the existing promoters of Future Capital; subscription to compulsorily convertible preference shares and, at the option of Cloverdell, to equity shares of Future Capital for approximately INR1 billion (US$17.58m); and open offer for acquisition of up to approximately 17.8 million equity shares of Future Capital, in accordance with SEBI Regulations 2011. Partner Essaji Vahanvati led the transaction which was valued at approximately INR8 billion (US$140.6m) and announced on 4 June 2012. Clifford Chance is advising Arla Foods amba (Arla) in respect of an agreement to purchase an indirect stake of approximately 6 percent in HKSE listed China Mengniu Dairy Company Ltd (Mengniu) for approximately US$290 million, making Arla the second largest strategic shareholder in Mengniu after China National Cereals, Oils and Foodstuffs Corporation (COFCO). The transaction is considered the largest international cooperation in China’s dairy industry to date. In addition, Arla has entered into strategic cooperation agreements with Mengniu for Mengniu to be its exclusive strategic partner in China, and for Arla to be the exclusive source of supply of various consumer products to be imported by Mengniu into China and other selected countries. Arla will also provide technical, management, marketing and innovation advice to Mengniu in these countries. The parties have also agreed to cooperate in sourcing of ingredients from each other and in investments, co-investing or the pursuit of business opportunities in the dairy sector in Europe and China. Arla has also entered into agreements with COFCO to coordinate on the development of Mengniu’s dairy business in China. Partner Stephen Harder, assisted by partners Kelly Gregory and Amy Ho, is leading the transaction. Walkers, led by partner Arwel Lewis, has acted as BVI counsel. Clifford Chance has also advised Huadian Fuxin Energy Corporation in respect of its issuance of 1.5 billion H shares at HK$1.65 (US$0.21) each. The IPO raised approximately HK$2.48 billion (US$319m). CITIC Securities, Bank of America Merrill Lynch, UBS and CLSA acted as joint global book-runners. Huadian Fuxin is a diversified energy company with hydropower projects and coal-fired power plants in South China’s Fujian province and wind power and clean energy projects throughout China. Partner Tim Wang led the transaction. Paul Hastings, led by partners Raymond Li, Sammy Li and David Grimm, represented CITIC Securities, UBS and Bank of America Merrill Lynch as the joint global coordinators. Davis Polk has advised the joint global coordinators (composed of Citigroup Global Markets Inc, the Hongkong and Shanghai Banking Corporation Ltd and BOCI Asia Ltd) and the initial purchasers (composed of Citigroup Global Markets Inc, the Hongkong and Shanghai Banking Corporation Ltd, BOCI Asia Ltd, Barclays Bank PLC, Goldman Sachs (Asia) LLC, JP Morgan Securities Ltd, Mizuho Securities USA Inc, UBS AG Hong Kong Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, ICBC International Securities Ltd, Merrill Lynch International, SG Americas Securities LLC and Standard Chartered Bank) in respect of the Rule 144A/Regulation S offering by Sinopec Group Overseas Development Ltd, a wholly owned subsidiary of China Petrochemical Corporation, in respect of its US$1 billion 2.75 percent senior notes due 2017, US$1 billion 3.9 percent senior notes due 2022 and US$1 billion 4.875 percent senior notes due 2042. The transaction is the first global debt offering by China Petrochemical Corporation and the largest cross-border debt offering by a PRC company to date. Partners Eugene C Gregor, Li He and Paul Chow 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. Herbert Smith has advised JP Morgan Securities (Asia Pacific) Ltd as the sole book-runner in respect of the placement by PRC entrepreneur Chen Fashu of up to 32 million H shares in the capital of Tsingtao Brewery Company Ltd (Tsingtao) at a placing price of HK$47 (US$6.06) per share. HKSE listed Tsingtao is one of China’s largest beer-makers. Partners Matt Emsley and Kevin Roy led the transaction. Jones Day has represented MediaTek Inc in respect of its merger of MStar Semiconductor Inc, a company incorporated in Cayman Islands and listed on the Taiwan Stock Exchange, by way of a tender offer at the initial stage followed by a merger of MStar after antitrust clearance in all relevant jurisdictions. The transaction value is around NT$115 billion (US$3.83b), according to the TSE price of MStar on 22 June 2012). MediaTek plans to acquire between 40 to 48 percent of MStar in a tender offer before a full merger, expected to close early next year. MStar shareholders will get 0.794 of a new MediaTek share plus NT$1 (US$0.03) in cash for each stock held. Partner Jack J T Huang led the transaction. Khaitan & Co has advised Saregama India Ltd (Saregama) in respect of the dismissal of a suit filed by Shemaroo Entertainment Ltd (Shemaroo) against Viacom 18, with Saregama seeking an injunction against the release or distribution of the movie “Department” released on 18 May 2012. Shemaroo claimed copyright infringement over using the catchword of the song “Thodi si jo pee li hai” from the movie “Namak Halal” which featured in Viacom 18’s movie “Department”. Saregama also claimed ownership of the copyright. Partner Ajay Bhargava led the transaction. Khaitan & Co has also advised Birla SunLife Asset Management Company Ltd (BSLAMC) in respect of the subscription of secured non-convertible debentures issued by Coffee Day Resorts Private Ltd by various mutual fund schemes launched by Birla Sunlife Mutual Fund for a total consideration of approximately US$19 million. Established in 1994, BSLAMC is a joint venture between Aditya Birla Group and Sun Life Financial Inc, a leading international financial services organisation from Canada. Partner Ganesh Prasad led the transaction. King & Wood Mallesons has acted for International Power, GDF Suez and Mitsui & Co Ltd as project sponsors in respect of the A$1.06 billion (US$1.07b) Loy Yang B refinancing. Partner Peter Doyle led the transaction. Freehills acted for the bank group, which consisted of a range of Australian and Asia-Pacific banks. Maples and Calder has acted as Cayman Islands counsel to Tingyi (Cayman Islands) Holding Corp (Tingyi) in respect of its issuance of US$500 million 3.875 percent notes due 2017 listed on the SGX. Tingyi marked a first for Asia’s food and beverage sector when it priced a US$500 million debut dollar bond. It is also one of the few Taiwanese-owned companies to tap the dollar market. Tingyi is a leading producer and distributor in the food and beverage sector in the PRC and best known for the “Master Kong” instant noodle brand. Barclays Bank PLC and Deutsche Bank AG Singapore Branch acted as joint book-runners and managers whilst UBS AG Hong Kong Branch acted as the co-manager of the Issue. Citicorp International Ltd acted as trustee. Linklaters acted for the joint lead managers. Partner Christine Chang led the transaction whilst Sidley Austin acted as onshore counsel. Maples and Calder and Anderson Mori & Tomotsune have also acted as Cayman Islands and Japan counsel, respectively in respect of the establishment of Epic Asia-Pacific Fund, an Asia-Pacific focused long/short equity fund promoted and managed by Japan-based Epic Partners Investment Co Ltd. Spencer Privett and Terence Ho led the Maples and Calder team whilst Mai Suenaga and Kunihiko Morishita led the Anderson Mori & Tomotsune team. Mayer Brown JSM has advised Hanergy Holding Group Ltd (Hanergy), the largest privately-owned clean-energy developer in China, in respect of its acquisition of Solibro, a manufacturer of copper indium gallium diselenide (CIGS) co-evaporation technology and thin-film unit of insolvent German solar group Q-Cells SE (QCE). Hanergy is one of the major operators in China’s hydropower and solar photovoltaic industries. Solibro is based in Solar Valley Thalheim, Germany and has a subsidiary in Sweden and has a work force of 430 staff. After the completion of the acquisition, Hanergy is to significantly increase solar-panel production capacity. The transaction was led by partners Xiangyang Ge, Christof Gaudig and Ulrike Binder. Minter Ellison has advised Brookfield Australia Funds Management Ltd in respect of the A$195 million (US$197.2m) off-market sale of its office tower at 10 Eagle Street, Brisbane to Commonwealth Managed Investments Ltd (of Commonwealth Property Office Fund.) The building colloquially known as the ‘gold’ tower is a 28,000 sqm, A-grade, office building located in the heart of Brisbane’s CBD. Partner David Stevens led the transaction. Freehills, led by Luke Simpson, advised Commonwealth Property Office Fund. Minter Ellison’s Perth office has also advised Baosteel, one of China’s biggest steel groups, in respect of a transaction that links Baosteel with Fortescue Metals Group (FMG), Australia’s third largest iron ore miner, in the deal that covers one of the world’s most prospective magnetite iron projects in Western Australia’s Pilbara region. Under the deal, Baosteel and FMG will consolidate their interests in the Glacier Valley and Northstar mining leases into FMG Iron Bridge Ltd. FMG will own 88 percent and Baosteel 12 percent of FMG Iron Bridge, a Hong Kong-based subsidiary of FMG. Partner Andrew Thompson led the transaction. Corrs Chambers Westgarth, led by partner Peter Jarosek, advised FMG. Norton Rose Hong Kong has advised UBS AG Hong Kong Branch, China International Capital Corporation Hong Kong Securities Ltd (CICC) and JP Morgan Securities Ltd, the joint global coordinators, joint book-runners, joint sponsors and joint lead managers, in respect of the global offering and IPO on the HKSE of China Nonferrous Mining Corporation Ltd of up to HK$2.4 billion (US$309.3m). The company is a leading and vertically integrated Zambia-based copper producer and was the largest PRC enterprise in terms of total overseas copper production in 2011. Other underwriters include Pacific Foundation Securities Ltd, China Merchants Securities (HK) Co Ltd and Haitong International Securities Company Ltd. The company will be listed on the HKSE on 29 June 2012. Shaun McRobert led the transaction. Rahmat Lim & Partners has advised K & N Kenanga Holdings Berhad (Kenanga Holdings) and its wholly-owned subsidiary Kenanga Investment Bank Berhad (KIBB) in respect of a share purchase agreement with ECM Libra Financial Group Berhad for KIBB to acquire the entire issued and paid up capital of ECM Libra Investment Bank Berhad (EIBB). The transaction is valued at approximately MYR875 million (US274.4m). Simultaneously, KIBB also entered into a business merger agreement with EIBB for the acquisition of EIBB’s business. Partners Lim Teong Sit and Chia Chee Hoong led the transaction. Rahmat Lim & Partners has also advised PacificMas Berhad (PacificMas) in respect of the completion of the disposal of its entire equity interests in five subsidiaries to OCBC Capital (Malaysia) Sdn Bhd (OCSB) for approximately MYR450 million (US$141m). Partners Lim Teong Sit and Zandra Tan Suet Ping led the transaction. Rajah & Tann has advised Switzerland-based soft commodities wholesale merchant ECOM AgroIndustrial Corp Ltd (ECOM), as a vendor shareholder, in respect of JB Food Ltd’s (JB Food) proposed invitation and listing on the SGX-ST. The preliminary prospectus was lodged with the Monetary Authority of Singapore on 22 June 2012. The JB Food group is engaged in the production and sale of cocoa ingredient products, namely cocoa butter, cocoa powder, cocoa liquor and cocoa cake under the “JBCocoa” brand name and exports its products worldwide. Partners Chia Kim Huat and Danny Lim led the transaction whilst ATMD Bird & Bird LLP and Chee Siah Le Kee & Partners advised on Malaysian Law. Shook Lin & Bok advised AmFraser Securities Pte Ltd and Canaccord Genuity Singapore Pte Ltd as the joint issue managers, underwriters and placement agents. Rodyk & Davidson has acted for Flipkart, an Amazon-like e-commerce company in India and one of India’s largest online retailers by sales, in respect of its raising US$150 million from its existing investors Accel Partners & Tiger Global Management LLC in over four rounds of funding. Flipkart’s projected turnover for the current fiscal year 2011/2012 is projected at INR500 crore (US$91m). Flipkart will use the new funding to improve the site’s backend, increase warehouse facilities, expand the supply chain logistic, sales and marketing initiatives and expand its current product categories. Partner Gerald Singham led the transaction, supported by partner Sarah Choong. Rodyk & Davidson has also acted for the manager and the trustee of CapitaMall Trust (CMT) in respect of its sale by tender of Hougang Plaza to Oxley-Lian Beng Pte Ltd for S$119.1 million (US$93.36m). Hougang Plaza, a 3-storey shopping mall with a leasehold tenure of 99 years expiring on 28 February 2090, a land area of approximately 57,047 sq ft and a net lettable area of approximately 75,353 sq ft, is located close to Hougang MRT station and has significant redevelopment potential. Partners Melanie Lim, Lee Chau Hwei and Nicholas Chong led the transaction. Shearman & Sterling has advised Aurora Solar Corporation (a joint venture comprised of, among others, Osaka Gas Co Ltd and Mitsubishi Corporation) in respect of its purchase of nine pv generating facilities in Ontario, Canada. Commercial operations are expected to begin at the end of 2012 and gradually expand through the end of 2013.The facilities will sell power to the Ontario Power Authority over a 20-year period. Partners Howard Steinberg, Robert Freedman, Etienne Gelencsér and Kenneth Lebrun led the transaction. Stikeman Elliott, led by Jim Harbell, Peter Hamilton and Lanette Wilkinson, acted as Canadian counsel to the sponsors. Shook Lin & Bok has acted for The Bank of New York Mellon as the note trustee in respect of the establishment of a S$300 million (US$235m) multicurrency medium term note programme by GuocoLeisure Ltd. Partner Pok Eu Jin led the transaction. Stamford Law has advised Maxi-Cash Financial Services Corporation, a leader and innovator in the Singapore pawn-broking industry, in respect of its listing on the SGX-ST Catalist. A public offer of 56 million new shares at S$0.30 (US$0.23) each was made and an overwhelming response, especially in the public retail offer which was 88 times subscribed, was received. Maxi-Cash surged 30 percent above its IPO price on its debut, closing at S$39 cents (US$0.30). Over 85 million shares had changed hands, resulting in it being the third most traded stock by volume. Maxi-Cash, a subsidiary of the listed jeweller and property developer, Aspial Corp Ltd, is the first pawn-broker to debut on the Singapore bourse. Sullivan & Cromwell is representing SK Hynix Inc in respect of its US$248 million acquisition of Link_A_Media Devices Corporation LLP. Partner Patrick Brown is leading the transaction which was announced on 20 June 2012. Walkers has acted as Cayman Islands counsel to Global Market Group Ltd in respect of its £9.7 million (US$15.12m) listing on AIM. Global Market Group Ltd has now become the largest Chinese company on AIM to date. Partner Denise Wong led the transaction. Weil, Gotshal & Manges has represented Ontario Teachers’ Pension Plan (Teachers) in respect of the completion of its acquisition of a 9.9 percent stake in Kyobo Life Insurance Co Ltd (Kyobo), the third-largest insurer in South Korea. Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Tokio Marine Insurans (Malaysia) Berhad (TMIM) in relation to the acquisition of MUI Continental Insurans Berhad (MCI). TMIM is a subsidiary of Tokio Marine Asia Pte. Ltd. Singapore and its ultimate holding company is Tokio Marine Holdings Inc. in Japan. MCI is a general insurance company with CNA Financial Corporation (CNA), USA, as one of its shareholders. Partner Brian Chia led the transaction. WongPartnership acted has for CIMB Bank Berhad Singapore branch and Standard Chartered Bank as the mandated lead arrangers in respect of the S$319.5 million (US$15.29m) facility to Harmony Convention Holding Pte Ltd to finance the major overhaul of the Suntec Singapore International Convention & Exhibition Centre and the total enhancement costs of such project, and to refinance the borrower’s existing facility and general corporate funding needs. Partners Christy Lim and Carol Anne Tan led the transaction. WongPartnership has also acted for the Australia and New Zealand Banking Group Ltd as the sole book-runner, arranger and lead manager in respect of the issue of S$143 million (US$112m) senior secured fixed rate bonds due 2017 by Ubitech Hub Pte Ltd. Partner Trevor Chuan led the transaction. |
Deals – 21 June 2012
Allen and Gledhill has advised Oversea-Chinese Banking Corporation Ltd, United Overseas Bank Ltd and DBS Bank Ltd in respect of the S$1.804 billion (US$1.42b) facilities extended to Belmeth Pte Ltd, Guston Pte Ltd and Perfect Eagle Pte Ltd to re-finance their existing land loan and to finance the development of a white site at Tanjong Pagar. The borrowers are three special purpose vehicles jointly owned by Guocoland Ltd and Malaysia’s Employees Provident Fund. Partner Jafe Ng led the transaction.
ATMD Bird & Bird has advised SGX-ST listed regional cabling company Lantrovision (S) Ltd in respect of its renounceable non-underwritten rights issue, raising approximately S$22.41 million (US$18m). The ongoing transaction, which is led by partner Marcus Chow, is pending shareholders’ approval and SGX-ST’s approval to the listing of and quotation for the new rights shares. AZB & Partners has advised Tata Steel Ltd in respect of its voluntary open offer to Tata Sponge Iron Ltd’s shareholders for an acquisition of up to approximately 1.73 million paid-up equity shares of INR10 (US$0.18) face value each, constituting 11.26 percent of the equity share capital of the Tata Sponge Iron at a price of INR375 (US$6.68) per equity share. The deal was announced on 15 June 2012. Partners Shameek Chaudhuri and Varoon Chandra led the transaction which was valued at approximately INR650 million (US$11.7m), assuming full acceptance under the offer. Baker & McKenzie has advised in respect of the establishment of a global relationship between the Goodman Group and Malaysia’s Employees Provident Fund (EPF). The two companies have a combined equity commitment of A$500 million (US$508m) for Australia. Partners David Jones and Rodney Stone led the transaction. Goodman Group was represented by Freehills and EPF by Ashursts. Clayton Utz has advised ASX/HKEx listed Wah Nam International Holdings Ltd in respect of its off-market takeover bid for ASX listed Brockman Resources Ltd. The A$456 million (US$463.8m) bid, through its subsidiary Wah Nam International Australia Pty Ltd, closed last week. Wah Nam is now entitled to proceed to compulsorily acquire the remaining shares in Brockman, which will result in it holding 100 percent. Wah Nam is proposing to commence the formal compulsory acquisition process in accordance with the Corporations Act 2001 (Cth) in due course. Partner Mark Paganin led the transaction. Davis Polk has advised Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corporation Ltd and Merrill Lynch International as the joint lead managers in respect of the Rule 144A/Regulation S offering by Bank of Ceylon of its US$500 million 6.875 percent senior notes due 2017. The offering was Bank of Ceylon’s debut international bond issuance and is the first Sri Lankan corporate US dollar-bond issuance since 2004. Established in 1939, Bank of Ceylon is the leading commercial bank in Sri Lanka by total assets and branch and ATM network size. Partners Eugene C Gregor and John D Paton led the transaction whilst Julius & Creasy advised as to Sri Lankan law. Bank of Ceylon was advised by Allen & Overy as to US law and Nithya Partners as to Sri Lankan law. Davis Polk has also advised Novast Holdings Ltd (Novast) in respect of its strategic partnership with Eli Lilly and Company (Lilly). The parties entered into a license and supply agreement, pursuant to which Novast granted Lilly an exclusive license to commercialise certain pharmaceutical products in the PRC, Hong Kong and Macau. Novast has committed to set up a platform to support Lilly branded generic products and increase the manufacturing capacity at its Nantong site over the next several years, with Lilly providing technical support to enhance quality standards. Lilly also made a new investment in Novast and increased its equity position in Novast by US$20 million. Lilly made an initial equity investment in Novast several years ago through the Lilly venture capital unit, Lilly Asian Ventures. Partners James Lin and Kirtee Kapoor led the transaction. Freshfields Bruckhaus Deringer has advised LME Holdings Ltd, the parent company of The London Metal Exchange Ltd (LME), in respect of the £1.388 billion (US$2.18b) recommended cash offer for its entire issued and outstanding ordinary share capital by a wholly- owned subsidiary of Hong Kong Exchanges & Clearing Ltd (HKEx). The transaction brings together the LME, the world’s leading non-ferrous base metals exchange trading venue, with the leading operator of exchanges and clearing houses in Asia. Partner Sundeep Kapila led the transaction whilst partner Royce Miller also advised LME on Hong Kong regulatory issues at various stages of the transaction. Allen & Overy, led by partner Alistair Asher, advised Hong Kong Exchanges & Clearing Ltd. Freshfields Bruckhaus Deringer has also acted for funds advised by CVC Asia Pacific Ltd in respect of their investment in C.banner International Holdings Ltd (C.banner) through a combination of existing shares in C.banner, exchangeable bonds issued by the three major shareholders, as well as convertible bonds issued by C.banner. Two other investors invested in C.banner alongside CVC. HKSE-listed C.banner is the second largest shoe company in the mid-to-premium women’s footwear market in China. Partner Robert Ashworth led the transaction. Gibson, Dunn & Crutcher has represented Grandway Global Holdings Ltd (Grandway) and Atlas Equifin Private Ltd (Atlas) in respect of an agreement with Sony Pictures Television (SPT), an indirect wholly-owned subsidiary of Sony Pictures Entertainment Inc. Under the agreement, SPT will acquire approximately 32 percent of the shares of Multi Screen Media Private Ltd (MSM), which are owned by Grandway and Atlas. The agreement, subject to government approval, will bring SPT’s interest in MSM to a little over 94 percent. Aggregate cash consideration of US$271 million will be paid by SPT to Grandway and Atlas, conditional upon the receipt of the requisite government approval, with US$145 million expected to be paid by SPT at the closing of the acquisition by the end of December 2012 and the remaining US$126 million to be paid in three equal annual installments starting from the fiscal year ending 31 March 2014. Partner Jai Pathak led the transaction. Herbert Smith has advised Export-Import Bank of China (China Eximbank) in respect of its issuance of RMB2 billion (US$318m) bonds. The transaction follows China Eximbanks’s successful offering of two- and three-year bonds in March with a total size of RMB4 billion (US$628.85m), on which the firm also advised. The bonds include a tranche of RMB1 billion (US$159m) five-year bonds due 2017 and a tranche of RMB1 billion (US$159m) fifteen-year bonds due 2027. Established in 1994, China Eximbank is a state bank solely owned by the Chinese government. It is headquartered in Beijing and is the only government export credit agency in mainland China. Partners Tom Chau and Kevin Roy led the transaction. Hogan Lovells has advised a consortium of banks in respect of the sale of First Engineering Ltd to Australia-based private equity firm Anchorage Capital Partners (Anchorage), including advising Mizuho Corporate Bank, one of the selling banks, in respect of the financing being provided to Anchorage for the acquisition. The transaction marks an exit for the selling banks, following a leveraged buyout of First Engineering by Affinity Equity Partners in 2007 and subsequent restructuring and debt-for-equity swap by the senior lenders in 2009. The firm was the primary legal advisor in both transactions. First Engineering is a leading precision plastics component manufacturer, serving blue-chip customers across the automotive, business machines, HDD, and medical sectors. Partners Gary Hamp, Allan Wardrop and Stephanie Keen led the transaction. Khaitan & Co has advised Simplex Infrastructures Ltd in respect of its acquisition of Joy Mining Services Private Ltd. Simplex Infrastructures is one of the pioneers and a total solution provider in the construction and infrastructure sectors. Its business segments include ground engineering, power and transmission, marine, construction of roads, flyovers, bridges and railways, urban infrastructure etc. Partners PL Agarwal and Arvind Jhunjhunwala advised on the transaction. Khaitan & Co has also advised Logix Microsystems Ltd and Logix Americas Inc in respect of the sale of a majority stake in Carazoo Online Solutions Private Ltd (Carazoo) to Source Interlink Media LLC. Logix is one of the world’s leading providers of interactive automotive solutions. The company offers hi-tech automotive e-retailing solutions targeted at the automotive retail market in the USA, Europe, and Asia. Carazoo provides e-marketing solutions and software for car and motorcycle dealerships in India and operates the online auto marketplace Carazoo.com. Partner Rajiv Khaitan advised on the transaction. King & Wood Mallesons is advising premium beverage and food manufacturer Lion in respect of its proposed A$381.6 million (US$388.2m) acquisition of Little World Beverages by scheme of arrangement. Under the scheme, Lion will offer A$5.30 (US$5.39) per share to acquire the remaining shares in the Perth-based craft brewing company. Implementation of the transaction is subject to shareholder, court and regulatory approvals and the satisfaction of other customary conditions and is expected to be completed on October 2012. Partners Meredith Paynter, Sharon Henrick and Judy Sullivan are leading the transaction. Freehills is advising Little World Beverages. King & Wood Mallesons has also acted for Echo Entertainment Group Ltd in respect of its recent A$454 million (US$461.3m) accelerated renounceable entitlement offer. The offer was underwritten by Macquarie Capital (Australia) Ltd and UBS AG Australia Branch. Partner John Humphrey led the transaction. Clayton Utz, led by partners Stuart Byrne and Alex Schlosser, advised joint underwriters Macquarie Capital and UBS. Maples and Calder has acted as Cayman Islands counsel to Xiezhong International Company Ltd (Xiezhong) in respect of its IPO and listing on the HKSE of 200 million shares. Dealings on Xiezhong shares commenced on 18 June 2012 and the offering raised approximately HK$186 million (US$23.97m). Xiezhong is one of the leading suppliers of HVAC systems for SUVs, pickup trucks and heavy trucks in terms of sales volume in 2011 in China. The proceeds are expected to be used for the expansion of production plants and upgrade of existing facilities of the group. Guotai Junan Capital Ltd was the sole sponsor to Xiezhong’s global offering whilst Guotai Junan Securities (Hong Kong) Ltd acted as the sole global coordinator, book-runner and lead manager. Partner Christine Chang led the transaction whilst Mayer Brown JSM and Chen & Co acted as Hong Kong and PRC legal advisers, respectively. Li & Partners and Jingtian & Gongcheng acted as Hong Kong and PRC counsel to the sponsor. Paul Hastings has represented Samsung Electronics Co Ltd, a world leader in advanced semi-conductor solutions, in respect of its acquisition of Sweden’s Nanoradio AB, a developer of ultra low power Wireless LAN chipsets for high-speed wireless access in mobile phones. Nanoradio AB designs semi-conductors with wireless capability for the cellular and handheld market. The company was founded in March 2004 and is headquartered in Kista, Sweden. Partners Daniel Kim and Matthew Berger, with support from partner Garrett Hayes, led the transaction. Paul Hastings has also represented Mapletree Treasury Services Ltd and Mapletree Treasury Services (HKSAR) Private Ltd as issuers and Mapletree Investments Pte Ltd as guarantor in respect of the establishment of a US$3 billion guaranteed euro medium term note programme. The guarantor is a leading Asia-focused real estate developer and capital management company headquartered in Singapore with S$19.9 billion (US$15.6b) assets under management. Under the EMTN programme, the issuers may from time to time issue notes or perpetual securities denominated in any currency to be agreed between the issuer and the dealer at the time of issuance. Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd and The Hong Kong and Shanghai Banking Corporation Ltd are the lead arrangers and dealers for the programme whilst CIMB Bank Berhad, Oversea-Chinese Banking Corporation Ltd and United Overseas Bank Ltd are the co-arrangers and dealers. Partner Vivian Lam led the transaction whilst Allen & Gledhill, led by partner Glenn Foo, advised on Singapore law. Rodyk & Davidson has acted for AllProperty Media Pte Ltd, the proprietors of Propertyguru.com, and its founders and shareholders, in respect of a S$60 million (US$47.2m) investment by ImmobilienScout24, a unit of German telecom giant Deutsche Telekom. The investment is one of the largest ever in an Asian start-up and gives ImmobilienScout24, Europe’s top property portal group, a significant share of the Singapore company. With this investment, PropertyGuru plans to capture 10 percent of Southeast Asia’s real estate advertising market in the next three years, and 25 million users in the region. Partner S Sivanesan led the transaction, assisted by partner Sunil Rai. Rodyk & Davidson is also acting for wholly owned subsidiaries of Far East Organization, Fraser Centrepoint Ltd and Japanese Sekisui House in respect of their successful tender purchase of land at Tampines Ave 10 for approximately S$252.8 million (US$199m). The purchasers intend to develop a 670-unit condominium on the plot of land. Partner Lee Liat Yeang led the transaction. Shearman & Sterling is representing Mizuho Corporate Bank Ltd in respect of its definitive agreement with WestLB AG to acquire its Brazilian corporate banking subsidiary, Banco WestLB do Brasil. Mizuho Corporate Bank Ltd is the corporate banking subsidiary of Mizuho Financial Group Inc, one of Japan’s largest financial groups. Banco WestLB do Brasil SA, headquartered in São Paulo, is a medium-size bank established in 1911 with total assets of approximately US$1.5 billion (as of 31 December 2011) and focuses mainly on wholesale banking. Partners Kenneth Lebrun, Hans Diekmann, Larry Crouch and Robert Ellison led the transaction. Shook Lin & Bok has acted for CapitaRetail China Trust Management Ltd, the manager of CapitaRetail China Trust (CRCT), and HSBC Institutional Trust Services (Singapore) Ltd, the trustee of CRCT, in respect of the establishment of CRCT’s S$500 million (US$393.3m) multicurrency medium term note programme listed on the SGX. The MTN programme features an integrated option to issue “dim sum bonds” or notes denominated in Chinese Renminbi and cleared in Hong Kong. Partner Pok Eu Jin led the transaction. Slaughter and May Hong Kong has advised Swire Properties Ltd in respect of the issue by its wholly-owned subsidiary, Swire Properties MTN Financing Ltd, of US$500 million 4.375 percent guaranteed notes due 2022. The notes are the first issue under Swire Properties’ US$3 billion medium term note programme. The notes are guaranteed by Swire Properties Ltd and are listed on the HKSE. HSBC and Standard Chartered acted as joint lead managers. Partner Lisa Chung led the transaction. Walkers has advised HKSE-listed International Mining Machinery Holdings Ltd in respect of the going private acquisition by Joy Global Asia Ltd, a wholly owned subsidiary of Joy Global Inc. Partner Denise Wong led the transaction. WongPartnership has acted for CIMB Investment Bank Berhad, Deutsche Bank AG Singapore Branch and Merrill Lynch (Singapore) Pte Ltd as the joint global coordinators; Credit Suisse (Singapore) Ltd, DBS Bank Ltd, Deutsche Bank AG Hong Kong Branch, Goldman Sachs (Singapore) Pte as the other joint book-runners and joint lead managers; CIMB Securities (Singapore) Pte Ltd as the other joint underwriter; Maybank Investment Bank Berhad as the other joint underwriter and joint book-runner for the MITI Tranche; and Nomura Securities Singapore Pte Ltd, RHB Investment Bank Berhad, Oversea-Chinese Banking Corporation Limited (OCBC Bank), UBS AG Singapore Branch as the co-lead managers in respect of an IPO under Rule 144A and Regulation S of shares in IHH to institutional investors and the public in Malaysia and Singapore. Partners Rachel Eng, Gail Ong, Karen Yeoh and James Choo acted on the transaction. WongPartnership has also acted for Mewah International Inc in respect of the establishment of its S$800 million (US$629.3m) guaranteed multicurrency medium-term note (MTN) programme by two of its wholly-owned subsidiaries, Semenyih Inc and Ngo Chew Hong Industries Pte Ltd. The MTN programme is unconditionally and irrevocably guaranteed by Mewah International Inc. DBS Bank Ltd was the arranger and the dealer. Partner Colin Ong led the transaction. |