Allen & Gledhill has advised RB Capital Robertson City Pte Ltd and RB Capital Farrer Pte Ltd (RB Group) in respect of a joint development agreement for the acquisition of a land parcel at Rangoon Road / Farrer Park Station Road through a public tender from the Urban Redevelopment Authority of Singapore for a land value of S$151 million (US$118m) and for the development of a hotel cum commercial project on the property. Partners Ho Kin San, Lyn Wee and Lim Pek Bur led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, as the sole arranger as well as issuing and paying agent, the agent bank and the central money-market unit service and paying agent, and DBS Trustee Ltd, as the trustee of the holder of the notes, in respect of the issue by HSBC Institutional Trust Services (Singapore) Ltd, as trustee of CapitaRetail China Trust, of a S$500 million (US$390.6m) multi-currency medium term note programme under which the issuer may issue notes from time to time. Partners Margaret Chin, Sunit Chhabra and Ong Kangxin led the transaction. Allens has advised Nasdaq-listed solar module manufacturer First Solar in respect of its role as part of AGL Energy Ltd’s successful tender for the Federal Government’s Solar Flagships Program which supports the development of a range of solar energy projects and technologies. The program offers funding to support the construction and demonstration of large-scale, grid connected solar power plants in Australia. Under the program, First Solar will deliver to AGL Energy a 106 MW PV solar power plant in Nyngan and a 53 MW PV solar power plant in Broken Hill, both in New South Wales.The projects have a combined project value of approximately A$450 million (US$447.8m). Construction is expected to begin on both projects in 2014, with commercial operations commencing in 2015. Partner Anthony Arrow led the transaction. Freehills is acting for AGL Energy. Amarchand & Mangaldas & Suresh A Shroff & Co has advised Mitsui Sumitomo Insurance Company Ltd in respect of securing the necessary clearance from the Competition Commission of India (CCI) for the acquisition by Mitsui Sumitomo of 26 percent of the equity share capital of Max New York Life Insurance Company from New York Life International Holding Ltd and Max India. After the acquisition, New York Life International Holding Ltd will completely exit Max New York Life Insurance Company. Amarchand & Mangaldas & Suresh A Shroff & Co has also acted for Satish Yeachareddy in respect of an investment in mineral ore trading company Bhoomi Resources Private Ltd. The key challenge in the transaction was to secure the rights of the investor in the investee company which relied on long term underlying contracts with lessees of the mines. Given the restrictive regulatory environment in the mining sector relating to the transfer of interest/licenses in mines, the investment had to be structured to carefully balance the rights of the investee in respect of supply contracts without violating the terms of any existing licenses. The aggregate deal value is INR15 crores (US$2.7m) constituting a stake of 47 percent in the investee company on a fully diluted basis. Partner Arjun Lall led the transaction which was signed on 25 April 2012 and which closed recently. Clifford Chance has advised NTT Communications Corporation in respect of its acquisition of an 85 percent stake in Gryon Internet Ltd, a leading data centre service provider based in the UK. NTT Communications provides consultancy, architecture, security and cloud services with worldwide network and over 120 secure data centres, and is a subsidiary of NTT, one of the largest telecommunications companies in the world. Partner Tatsuhiko Kamiyama led the transaction. Clifford Chance has also advised Credit Agricole Corporate and Investment Bank and The Tokyo Star Bank Ltd in respect of the commercial financing of an A320-200 to be operated by AirAsia Japan, the first aircraft to be operated by the airline. Partner Simon Briscoe led the transaction which closed on 7 June 2012. AirAsia was advised by Stephenson Harwood Singapore on English law aspects and by Latham & Watkins Tokyo on Japanese law aspects. Freshfields Bruckhaus Deringer has advised China United Network Communications Group (CUNCG), the parent company of China Unicom (Hong Kong) Ltd, in respect of its proposed acquisition of part of Telefónica’s shareholding in China Unicom. Under the deal, CUNCG, through its wholly-owned subsidiary, has agreed to acquire 4.56 percent of China Unicom from Telefónica for approximately US$1.4 billion. Completion of the acquisition is conditional upon attaining the relevant PRC regulatory approvals and is expected to take place by 31 July 2012. Chairman Teresa Ko and partner Grace Huang led the transaction. Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie in Indonesia, has advised PT Indika Energy Tbk’s subsidiaries in respect of their acquisition of PT Multi Tambangjaya Utama (MTU) for US$132 million plus the assumption of bank loans and other debt. MTU is a bituminous thermal and coking coal company based in Central Kalimantan and a subsidiary of Asia Thai Mining. Norman Bissett led the transaction. Khaitan & Co has advised Thomson Reuters Corporation USA in respect of the Indian leg of the sale of its global healthcare business to Veritas Capital, USA for US$ 1.25 billion. Thomson Reuters Corporation is a global business data provider to business corporations and investment managers and was created by Thomson Corporation’s purchase of Reuters Group in 2008. It operates in 100 countries and has over 55,000 employees. Partner Rabindra Jhunjhunwala led the transaction. Khaitan & Co has also advised Reliance Equity Advisors (India) Ltd in respect of its approximately US$18 million investment in Butterfly Gandhimathi Appliances Ltd. Reliance Equity Advisors, wholly owned by Reliance Capital Ltd, is the investment manager of the Reliance Alternative Investments Fund – Private Equity Scheme I (a private equity fund). Partner Haigreve Khaitan led the transaction. Majmudar & Partners has represented SS&C Technologies, a leading global provider of investment and financial software-enabled services, in respect of its US$170 million acquisition of Thomson Reuters’ PORTIA business. The transaction involves the setting up of SS&C’s Indian subsidiary and the transfer of employees and assets from the Indian office of Thomson Reuters’ PORTIA business in Bangalore to SS&C’s Indian subsidiary. Partner N Raja Sujith led the transaction. Minter Ellison has advised Lloyds International Pty Ltd in respect of the entry of its subsidiaries BOS International (Australia) Ltd and Capital Finance Australia Ltd into an agreement to sell a portfolio of Australian corporate real estate loans to AET SPV Management Pty Ltd (as trustee of the Lawson Trust) for approximately A$620 million (US$616.7m). The purchaser is a joint venture of funds sponsored by Morgan Stanley Real Estate Investing and Blackstone Real Estate Partners. The advisory team was led by partner Victoria Mathewson and included partners John Elias, Daniel Scotti, Lindsay Powers and David McElhone. Freehills, led by partner John Nestel, advised the purchaser. Minter Ellison has also advised the selling shareholders of SCF Group – Archer Capital Growth Fund (major shareholder), Richard Sykes and Lindsay Carthew (founders of SCF Group), and other management shareholders – in respect of the sell-down of their investment in the container leasing company. UK-listed Intermediate Capital Group took a minority stake in SCF Group and the SCF management team, led by chief executive officer Richard Sykes, increased its stake to hold a majority stake. SCF Group is an independently owned and operated Australian business that sells and leases cargo shipping containers. Partner Dan Marks led the transaction with partner Greg May whilst Allen & Overy, led by partner Grant Koch, advised Intermediate Capital Group. Ogier has acted as Cayman Islands counsel to Taiwan-based Zhen Ding Technology Holdings (ZDT) in respect of its debut convertible bond issue which raised US$175 million. The zero coupon notes were issued at par and can be redeemed at 104.59 percent to give a yield to maturity of 1.5 percent per annum. ZDT makes printed circuit boards which are used in virtually all kinds of electronic devices. Partner Nathan Powell led the transaction. Lee and Li acted as ZDT’s ROC legal adviser and Beijing Tian Yuan Law as ZDT’s PRC legal adviser. Simpson Thacher & Bartlett acted as US legal adviser to the initial purchasers. Simmons & Simmons has advised the PRC’s biggest cotton trader Chinatex Corporation in respect of the subscription of 34 percent shares in HKSE listed textile and garment company Fountain Set (Holdings) Ltd for HK$511 million (US$65.9m) and the application to the Securities and Futures Commission for a whitewash waiver. The deal involves Chinese state owned Chinatex becoming the single largest shareholder in Fountain Set by way of subscription of new shares. To overcome the regulatory requirement to undertake a mandatory general offer in Hong Kong, Chinatex has applied for a whitewash waiver from the Securities and Futures Commission in Hong Kong. Partners Davis Wang and Tom Deegan led the transaction. Sullivan & Cromwell is representing Canada Pension Plan Investment Board (CPPIB), which provided equity funding to Genivar Inc (Canada), in respect of its takeover of WSP Group PLC (UK). Partner Ben Perry led the transaction which was announced on 7 June 2012. Genivar was advised by Linklaters whilst WSP was advised by Nabarro. Sullivan & Cromwell is also representing Savers Inc chairman Thomas Ellison and CEO Kenneth Alterman in respect of the approximately US$1.72 billion acquisition by Leonard Green & Partners LP and TPG Capital of all interests in Savers held by Freeman Spogli & Co. Partner Alison Ressler, with partners Matthew Friestedt, Andrew Mason and Yvonne Quinn, led the transaction which was announced on 8 June 2012. White & Case has advised China Development Bank (CDB) in respect of its commitment of up to US$750 million to fund the procurement, construction, installation and operation of solar power projects in New Jersey, USA with a total installed capacity of up to 300MW. The financing comprises both secured EPC financing to be provided to SPI Solar and secured long-term financing to be provided to KDC Solar, a New Jersey-based installer and operator of solar power projects. NYSE listed SPI Solar is the US-based subsidiary of NYSE listed LDK Solar, the Jiangxi China-based manufacturer of photovoltaic solar panels used in the project. Partner John Shum led the transaction whilst Walkers (Cayman Islands) and Wilentz Goldman & Spitzer (New Jersey) also advised CDB. Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Bahrain’s Gulf International Bank (GIB) in respect of the establishment of its 3.5 billion Malaysian Ringgit (US$1.1b) denominated Islamic medium term note programme based on the Shariah principle of wakalah (the sukuk programme). This is GIB’s first ever Malaysian sukuk, having previously established a Euro medium term note programme listed on the LSE and issued two conventional bonds in the Saudi market. This sukuk programme will give GIB an opportunity to tap into the Islamic capital market whenever it chooses. Partner Azizul Adnan led the transaction. WongPartnership has acted for Tung Xin Investment Pte Ltd in respect of a voluntary unconditional cash offer for all the issued and paid-up ordinary shares in the capital of SGX listed Brothers (Holdings) Ltd. Partners Andrew Ang and Tay Liam Kheng led the transaction. Wongpartnership has also advised CLSA Capital Partners in respect of a lease of approximately 90,000 sq ft which covers the sixth to ninth floors of PoMo, a mixed retail and office development along Selegie Road, Singapore, to be used for the development of a school, as well as for commercial and office space. Partner Carol Anne Tan led the transaction. |
Deals – 14 June 2012
Deals – 7 June 2012
Allen & Gledhill is advising Massive Equity Sdn Bhd (MESB), Melati Asia Holdings Ltd (MAH), Employees Provident Fund Board of Malaysia (EPF) and CVC Capital Partners Asia Pacific III (CVC) in respect of MESB’s acquisition of the business and undertaking of KFC Holdings (Malaysia) Bhd (KFC) and QSR Brands Bhd (QSR) for the aggregate purchase price of MYR3.2 billion (US$1b) and MYR2.1 billion (US$661m), respectively excluding costs and expenses. MESB is a consortium formed by Johor Corporation (JCorp), EPF and funds managed by CVC. MESB is held 51 percent by JCorp and 49 percent by MAH whilst MAH is held 51 percent by EPF and 49 percent by CVC. Partners Prawiro Widjaja, Chen Lee Won, Regina See and Hoo Sheau Farn led the transaction.
Allen & Gledhill is also advising Frasers Commercial Trust (FCOT) and Frasers Centrepoint Asset Management (Commercial) Ltd, as manager of FCOT, in respect of FCOT’s conditional agreement for the sale of a 25-storey commercial development known as Keypoint for S$360 million (US$282m) to Bayfront Ventures Pte Ltd. The sale is conditional upon approval by the unit-holders of FCOT. Partners Margaret Soh and Tan Yah Piang led the transaction. Allens has advised Shanghai and Hong Kong listed Zijin Mining Group Co Ltd (Zijin) in respect of its cash takeover offer for ASX listed gold producer Norton Gold Fields Ltd (Norton) which holds mining and exploration leases in Western Australia’s goldfields region, producing more than 150,000oz of gold a year. China’s largest gold producer Zijin, announced the signing of the bid implementation deed with Norton on 31 May 2012. The successful acquisition of Norton will increase Zijin’s gold reserves and resources and will provide a platform for further expansion of its overseas operations. Partner Campbell Davidson led the transaction whilst Charltons were the Hong Kong lawyers. HopgoodGanim advised Norton. Amarchand Mangaldas is acting as Indian legal advisor to Fresenius Kabi (Singapore) Private Ltd (FKS), promoter of Fresenius Kabi Oncology Ltd (FKO), in respect of its intention to undertake one or more offers for sale on the stock exchanges for sale of up to approximately 15 percent of the total share capital of FKO in one or more tranches, subject to receipt of relevant regulatory approvals and the market conditions, to increase FKO’s public shareholding. FKS also proposes to apply to the Foreign Investment Promotion Board (FIPB) for approval of the proposed offer. The implementation of the offer will be subject to FIPB approval and market conditions. Partner Akila Agrawal is leading the transaction which was announced on 30 May 2012. AZB & Partners has advised Port of Antwerp International (PAI) in respect of its strategic alliance agreement with Essar Ports and PAI’s investment in Essar Ports through its wholly owned subsidiary, Port of Antwerp International UK Ltd, by way of subscription to global depository securities issued by Essar Ports aggregating to approximately €25 million (US$31.4m). Each global depository security issued by Essar Ports represents 331 equity shares of Essar Ports. Partners Ashwin Ramanathan and Varoon Chandra led the transaction which was completed on 31 May 2012. Baker & McKenzie’s China outbound team has advised State Grid Corporation of China (SGCC) in respect of its acquisition of seven high voltage electricity transmission assets in Brazil from Spain’s Actividades de Construcción y Servicios and its affiliates. The seven electricity transmission assets are located across ten states in Brazil and have a total length of about 2,792 km. This transaction will be SGCC’s second major investment in Brazil and its fourth major overseas investment. The acquisition was made through State Grid International Development Ltd, a wholly owned subsidiary of SGCC that develops its international business. Partner Boo Bee Chun, assisted by partners Roberto Martins, Beatriz Mello, Francisco Escat and Pilar Ruiz De Villa, led the transaction. Clayton Utz has advised ASX-listed lotteries, waging and gaming company Tatts Group Ltd in respect of its offer of seven-year senior unsecured bonds to raise about A$200 million (US$198m) which opened today, on 7 June 2012. Tatts is offering seven-year senior unsecured bonds at A$100 (US$99) each, with the bonds expected to be listed on the ASX from early July. The deal represents the first vanilla bond issue in Australia to utilise the single offer document option under the recently established vanilla bonds regime. Partners Stuart Byrne and Brendan Groves led the transaction. Duane Morris & Selvam has acted for Garden Fresh (HK) Fruit & Vegetable Beverage Co Ltd, an indirect wholly-owned subsidiary of SGX listed Sino Grandness Food Industry Group Ltd, in respect of its recent issue of CNY270 million (US$42.4m) zero coupon rate convertible bonds. The majority of the bonds were taken up by Goldman Sachs Investments Holdings (Asia) Ltd. The primary objective of the issue was to finance the company’s beverage business activities in the PRC. Sino Grandness manufactures and distributes bottled juices and canned fruits and vegetables world-wide. Director Lo Kim Seng led the transaction in collaboration with Hong Kong-based law firm JS Gale & Co. J Sagar Associates has advised Pantaloon Retail India in respect of its stake sale of 53.67 percent ownership in Future Capital Holdings Ltd to leading global private equity firm Warburg Pincus. Partners Nitin Potdar and Rinku Bhiwandkar led the transaction. Warburg Pincus was represented by AZB & Partners. Khaitan & Co has advised Vilmorin & Cie in respect of its acquisition of approximately 61.017 percent stake in Bisco Sciences Private Ltd (Bisco) with the objective of forming a joint venture company with the promoters of Bisco. The transaction further involved consolidation of the existing seed business of Vilmorin by way of acquisition of the existing subsidiary of Vilmorin by Bisco. Vilmorin is the fourth largest seed company in the world. Partner Abhilekh Verma acted on the transaction. Khaitan & Co has also advised India Infrastructure Fund (IIF) in respect of the investment by Nylim Jacob Ballas India (FVCI) III Llc in Karaikal Port Private Ltd for the acquisition of minority stake from existing investor IIF and the promoters. IIF is a SEBI-registered domestic venture capital fund managed by IDFC and focused on infrastructure with a corpus of INR38 billion (US$ 927m). IIF focuses on investing equity for the long-term in a diversified portfolio of infrastructure assets in India. Partner Vaishali Sharma acted on the transaction. King & Wood Mallesons has advised Citigroup Global Markets Australia Pty Ltd as lead manager in respect of Ten Network Holding Ltd’s (TEN) approximately A$200 million (US$198m) accelerated renounceable entitlement offer of new shares. The proceeds from the offer will enable TEN to continue to invest in programming for growth whilst strengthening its balance sheet in uncertain revenue markets. The offer will also provide refinancing flexibility ahead of the upcoming maturity of TEN’s US$125 million (swapped into A$210 million) USPP facility due on March 2013. Partner David Eliakim led the transaction. Freehills acted for TEN, Sidley Austin provided US advice and PwC provided taxation and accounting advice. Majmudar & Partners has represented AutoSonics (India) Private Ltd, a leading India-based marketing and distribution company with a significant reach across the Indian subcontinent, in respect of establishing its joint venture with Blaupunkt Holding GmbH, a German car infotainment major. Partner Rukshad Davar led the transaction which closed on the first week of May 2012. Majmudar & Partners has also represented William Demant Holding A/S (WDH) in respect of its acquisition of a minority stake in Otic Hearing Solutions Private Ltd. WDH group is a leading international health care company engaged in hearing devices, diagnostic instruments and personal communication. Rukshad Davar and Shikha Parakh acted on the transaction which closed on April 2012. Milbank, Tweed, Hadley & McCloy has advised Barclays and HSBC as joint lead managers and joint book-runners in respect of a US$250 million offering of 8 percent notes due 2017 by Vietnam Joint Stock Commercial Bank for Industry and Trade (Vietinbank), the country’s second-largest bank by market capitalization. A benchmark transaction for Vietnam, the deal is the first successfully completed international bond offering by a Vietnamese state-owned bank. Partner Joshua M Zimmerman led the execution of the Rule 144A / Regulation S offering. Paul Hastings has represented First Gen Corporation (First Gen), the largest vertically integrated power producer in the Philippines, in respect of its US$360 million acquisition of BG Group’s (BG) power assets in the Philippines. First Gen’s wholly-owned subsidiary, Blue Vulcan Holdings Corp, acquired the entire outstanding capital stock of Lisbon Star Management Ltd, a BVI-incorporated company through which BG owned 40 percent stakes in the 1 GW Santa Rita combined-cycle natural gas-fired power plant, the 400 MW San Lorenzo combined-cycle natural gas-fired power plant and the corporate vehicle for the development of the San Gabriel power project. The parties signed the share purchase agreement and achieved completion of the transaction on 30 May 2012. Following the acquisition, First Gen will beneficially own 100 percent of the Santa Rita, San Lorenzo and San Gabriel power projects. Partners Patricia Tan Openshaw and Arun Birla led the transaction whilst Quiason Makalintal Barot Torres Ibarra & Sison Law Firm, led by Ruel Soriano, advised on Philippine law. Herbert Smith, led by partner Lewis McDonald, advised BG Group whilst Sicangco & Sicangco Law Offices, led by Rosemarie Sicangco, advised on Philippine law aspects. Shearman & Sterling is advising the financiers, Asian Development Bank (ADB), Islamic Development Bank (IsDB) and a consortium of Pakistan financiers, in respect of the financing of the Foundation Wind I and II Power Projects in Pakistan. The principal sponsor of the projects is Fauji Foundation. The entire financing is being structured on a Shariah compliant basis. The two 50 MW wind projects are the first fully Islamic financings in which ADB has been involved and featured an ADB credit guarantee in favor of IsDB, which provided a two-tranche Ijara lease financing to the borrower. Pakistan financiers are to fund under Musharaka financing. The core finance documents were signed in May 2012. Partner Bill McCormack is leading the transaction. Shook Lin & Bok has advised Top Property Investment Pte Ltd, a subsidiary of SGX-listed Top Global Ltd, in respect of the sale of its entire interests in Capitol Investment Holdings Pte Ltd, Capitol Retail Management Pte Ltd and Capitol Hotel Management Pte Ltd to Chesham Properties Pte Ltd and New Capitol Pte Ltd for a total consideration of S$70 million (US$55m). This deal, which involved a redevelopment of Capitol, a heritage cinema establishment, into an integrated hotel retail and lifestyle hub, represents one of the largest Singapore-based consortium investments and divestments. Partner Gwendolyn Gn led the transaction. Slaughter and May has advised MTR Corporation Ltd (MTR) in respect of an entrustment agreement with the Hong Kong Government for the construction and commissioning of the Shatin to Central Link, one of the most significant infrastructure projects to be undertaken in Hong Kong. The project will connect the New Territories with Hong Kong Island, forming a north-south railway corridor across the harbor, and will comprise ten stations and six new interchanges. The latest estimate for the total construction cost of the Shatin to Central Link is HK$79.8 billion (US$10.3b). Partner Jason Webber led the transaction. Squire Sanders (AU) has advised Canadian company Crocodile Gold Group in respect of its A$101 million (US$100m) acquisition and the A$75 million (US$74.3m) acquisition financing of 100 percent of the shares in Northgate Australian Ventures Corporation Pty Ltd and its subsidiaries from Canadian Company AuRico Gold Inc. The financing was provided by Credit Suisse AG by way of an A$80 million (US$79.2m) gold prepay facility which is secured over Crocodile Gold’s existing operations in the Northern Territory and will be secured over the Fosterville and Stawell gold mines in Victoria, as well as operations in Western Australia. Partner John Poulsen led the financing aspect of the transaction and partner Duncan Maclean led the acquisition, both announced on 4 May 2012. Squire Sanders (AU) has also advised Ticketmaster Australasia Pty Ltd, a subsidiary of Live Nation, the world’s leading live entertainment and eCommerce company, in respect of the establishment of a A$36.5 million (US$36m) cash advance and bank guarantee facility with CBA to fund an acquisition of Michael Coppel Presents, one of the leading concert promoters in Australia and New Zealand. Partner John Poulsen led the transaction which was completed on 9 May 2012. Sullivan & Cromwell is representing The Goldman Sachs Group Inc on non-US anti-trust aspects in respect of Vale SA’s (Brazil) sale of its thermal coal operations in Colombia for US$407 million to CPC SAS (Colombia), an affiliated company of The Goldman Sachs Group. Partner Juan Rodriguez is leading the transaction which was announced 28 May 2012. Sullivan & Cromwell is also representing CGI Group Inc (Canada) in respect of its £2 billion (US$3.1b) (including assumed debt) takeover bid for Logica plc (UK). Partners Tim Emmerson and Ben Perry led the transaction which was announced on 31 May 2012 whilst Norton Rose, led by Monique Fry, advised on employee incentive planning. Slaughter & May, led by William Underhill, advised Goldman Sachs on the cash confirmation aspects of the Logica takeover and Freshfields, led by Andrew Hutchings, David Sonter and Simon Evans, advised Logica. Weerawong, Chinnavat & Peangpanor has advised Lee Feed Mill Public Company Ltd, a major animal feed/crop producer in Thailand which is also listed on the Stock Exchange of Thailand, in respect of the repurchase of the company’s shares from its shareholders. The approximately US$16.7 million transaction closed on 5 April 2012 and was led by executive partner Chinnavat Chinsangaram. Weerawong, Chinnavat & Peangpanor has also represented Asia Aviation Public Company Ltd and selling shareholders in respect of the IPO and offering of existing shares in Thailand, as well as the international offering under Regulation S. Credit Suisse (Singapore) and CIMB Bank acted as international managers whilst CIMB Securities (Thailand) Co Ltd and Thanachart Securities Plc acted as underwriters for the 750 million new and 462.5 million existing shares of selling shareholders. This phase of the IPO closed on 29 May 2012. CIMB Securities (Thailand) Co Ltd and Thanachart Securities Plc also acted as placement agents for the secondary offering involving 727.5 million existing shares of selling shareholders which completed on 1 June 2012. The IPO and secondary offering are valued at approximately US$239.3 million. The transactions were led by partners Chatri Trakulmanenate and Peangpanor Boonklum. WongPartnership has acted for Ascendas Funds Management (S) Ltd, manager of Ascendas Real Estate Investment Trust (A-REIT), and HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of A-REIT, in respect of the S$32 million (US$25m) divestment of Goldin Logistics Hub at 6 Pioneer Walk to Chasen Logistics Services Ltd, a wholly owned subsidiary of Chasen Holdings Ltd. Partners Dorothy Marie Ng and Monica Yip led the transaction. WongPartnership has also acted for SEAVI Advent Equity V (C) Ltd in respect of the sale of 123.8 million ordinary shares in SGX listed Sin Heng Heavy Machinery Ltd to Toyota Tsusho Corporation, a member of Toyota Motor (Corporation) Group. Partners Mark Choy and Lau Kiat Wee led the transaction. |
Deals – 31 May 2012
Allen & Gledhill has advised Osaki Electric Co Ltd in respect of the completion of its voluntary cash offer to acquire all the ordinary shares in the capital of SMB United Ltd for approximately S$205 million (US$159m). Partners Lee Kim Shin, Lee Kee Yeng and Zahedah Abdul Rashid led the transaction whilst Rahmat Lim & Partners, led by partner Moy Pui Yee, acted as Malaysian legal counsel.
Allen & Overy has advised Bank of Ceylon in respect of its debut international bond offering of US$500 million 6.875 percent senior notes due 2017. The Rule 144A/Regulation S offering is the first international bond offering by a corporate issuer since 2004. Bank of Ceylon is wholly-owned by the Government of the Democratic Socialist Republic of Sri Lanka. Citigroup Global Markets Inc., the Hong Kong and Shanghai Banking Corporation Ltd and Merrill Lynch International acted as joint lead managers and joint book-runners. Partner David Johnson led the transaction. Allen & Overy has also advised Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank) in respect of its debut international bond issuance of US$250 million 8 percent notes due 2017. The deal represents the first international offering by a Vietnamese bank. VietinBank is majority-owned by the Government of the Socialist Republic of Vietnam. Barclays Bank PLC and the Hong Kong and Shanghai Banking Corporation Ltd acted as joint lead managers and joint book-runners. Partner David Johnson also led the transaction. Allens has advised FOXTEL, Australia’s largest subscription television provider, in respect of the financing of its acquisition of regional subscription television provider AUSTAR United Communications Ltd and the refinancing of its existing facilities. The more than A$3 billion (US$2.9b) financing, which was completed on 23 May 2012, will assist FOXTEL to become one of Australia’s largest media businesses. Partner Alan Maxton led the transaction. Freehills and Ashursts advised AUSTAR whilst Minter Ellison, led by partners John Mosley and Daniel Marks, acted for the lenders. Allens has also advised the NSW Government Department of Finance and Services in respect of all aspects of the development of two new data centres for Western Sydney and the Illawarra region. Located in Silverwater and Unanderra, the centres will create 250 jobs during the construction phase and will support network and ICT jobs in NSW on an ongoing basis. Under the deal, which was announced on 25 May 2012, data centre specialist Metronode will build and operate the two Tier III data centres by the end of 2013. Greg Begaud led the transaction. Norton Rose advised Metronode whilst Freehills advised Metronode’s financier. Amarchand & Mangaldas has advised IGH Holdings Private Ltd (Aditya Birla Group), Living Media India Private Ltd and shareholders of Living Media India Private Ltd in respect of the acquisition by Aditya Birla Group of 27.5 percent of the share capital of Living Media India Private Ltd. Partner Raghubir Menon led the transaction which is still pending regulatory approval. Amarchand & Mangaldas has also advised Bharti Airtel Ltd (Bharti Airtel) in respect of its partnership with Qaulcomm Incorporated for acquisition of Qualcomm Subsidiaries in India having BWA Spectrum in Delhi, Mumbai, Haryana and Kerala. Bharti Airtel has made an initial investment of US$165 million to acquire 49 percent of the shareholding of Qualcomm Incorporated’s subsidiaries in India, namely Wireless Business Services Ltd, Wireless Broadband Business Services (Delhi) Private Ltd, Wireless Broadband Business Services (Haryana) Private Ltd and Wireless Broadband Business Services (Kerala) Private Ltd (collectively referred to as WBBS Entities). The enterprise value is INR6,500 crores (US$1.16b). Once commercial operations are launched, subject to certain terms and conditions, Bharti Airtel will assume complete ownership and financial responsibility for the WBBS Entities by the end of 2014. Partners Kanchan Sinha and Shweta Shroff Chopra led the transaction which closed on 24 May 2012. AZB & Partners acted as Indian counsel whilst Jones Day, led by partner Sushma Jobanputra, acted as international counsel for Qualcomm. AZB & Partners has advised Indivest Pte Ltd, an affiliate of Government of Singapore Investment Corporation Pte Ltd, in respect of its acquisition of 3.75 percent of the equity share capital of Marico Ltd. Partner Vineetha MG led the transaction which was valued at approximately US$69 million and was completed on 16 May 2012. AZB & Partners has also advised Arshiya Rail Infrastructure Ltd in respect of its wagon lease with GATX India Private Ltd, a subsidiary of GATX Corporation USA. Partner Bahram N Vakil led the transaction which was signed on 22 May 2012. Baker & McKenzie is advising the Yuexiu Group in respect of the proposed investment by Yuexiu Real Estate Investment Trust (Yuexiu REIT) in Guangzhou International Finance Center. The property, which is currently owned by Yuexiu Property Company Ltd (Yuexiu Property), a significant unitholder of Yuexiu REIT, is one of the ten tallest skyscrapers in the world and a landmark building strategically located in the central business district of Guangzhou. The transaction will be financed by way of bank financing, proceeds of a unit placement and issuance of consideration and deferred units to Yuexiu Property. The joint financial advisers to the REIT manager are BOCI, Goldman Sachs, JP Morgan, Morgan Stanley and Standard Chartered. Partner Dorothea Koo led the transaction. Clifford Chance has advised Siam Commercial Bank PLC (SCB) in respect of the THB830 million (US$27.6m) financing of the construction and development of SPP Five Company Ltd’s photovoltaic solar power project which will be constructed in Roi Et Province,Thailand. The solar farm will have a capacity of 9.6MW DC and will feed electricity to the Provincial Electricity Authority of Thailand. The company is a subsidiary of MEMC Electronic Materials Inc and is part of an ongoing plan by the sponsors to operate various power projects across Thailand. Counsel Joseph Tisuthiwongse led the transaction. Clifford Chance has also advised the Asian Development Bank (ADB) in respect of a number of agreements in relation to the Turkmenistan, Afghanistan, Pakistan to India (TAPI) pipeline project. The recent signings of long term gas sales agreements between Turkmenistan and India and Turkmenistan and Pakistan, as well as the gas sales memorandum of understandings between Turkmenistan and Afghanistan, paves the way for the next stage of this strategic regional project: the development of this 1,043 mile pipeline from Turkmenistan to India. Under the gas sales agreements, India and Pakistan would each get about 490 billion cubic feet of natural gas from the pipeline each year while Afghanistan will get about 180 billion cubic feet per year. Partner Merrick White led the transaction. Jones Day has advised Temasek in respect of its agreement with Warburg Pincus, Kelso & Company and The Jordan Company to invest up to US$1.125 billion in Venari Resources LLC, an early-stage company focused on deep water oil exploration in the Gulf of Mexico. Partners Michael Arruda and Dennis Barsky led the transaction. Thompson Knight advised Venari Resources, Vinson & Elkins advised Warburg Pincus, Debevoise & Plimpton acted for Kelso & Company whilst Mayer Brown represented The Jordan Company. Khaitan & Co has advised Reckitt Benckiser Investment India Private Ltd (Reckitt Benckiser) in respect of the filing of a pre-merger notification with Competition Commission of India under section 5(c) of the Competition Act 2002 for the proposed amalgamation between Reckitt Benckiser, Paras Pharmaceuticals Ltd and Halite Personal Care India Private Ltd. Reckitt Benckiser is a leading company in household products and a major player in personal care. Partner Manas Kumar Chaudhuri led the transaction. Khaitan & Co has also advised Vardhman Chemtech Ltd (VCL) in respect of an investment of approximately US$13 million by IndiaVenture Trust – Fund I, a scheme of IndiaVenture Trust in VCL. VCL is engaged in the manufacturing of fine chemicals, intermediate and bulk drugs in oral and sterile grades. Partner Murali Neelakantan led the transaction. King & Wood Mallesons has acted for underwriters Citigroup Global Markets Australia Pty Ltd and Deutsche Bank AG Sydney Branch in respect of AGL’s A$900 million (US$876.14m) pro rata accelerated institutional, tradeable retail entitlement offer (PAITREO). The proceeds will be used to fund the acquisition of the 67.5 percent of Great Energy Alliance Corporation Pty Ltd (GEAC) not currently owned by AGL, to allow partial repayment of existing GEAC bank loans, and for general corporate purposes, including renewable energy generation. GEAC is the owner of the 2,210 MW Loy Yang A power station, Victoria’s largest power station, and an adjacent brown coal mine which supplies all the coal required to meet the current and future operating requirements of the power station. Partners David Eliakim and David Friedlander led the transaction. Freehills acted as Australian counsel, Sidley Austin acted as US counsel and Greenwood & Freehills provided tax advice to AGL. Maples and Calder acted as Cayman Islands counsel to the launch of Karst Peak Asia Master Fund which is managed by fund manager Adam Leitzes through the Hong Kong SFC regulated entity of Karst Peak Capital Ltd. The fund has been established as a master/feeder structure and will employ a portfolio comprised of long and short equity and equity-linked securities of Asia-based and Asia-related companies. Partner Ann Ng led the transaction whilst DLA Piper, led by Luke Gannon, acted as international counsel. Minter Ellison has advised ASX-listed coal explorer Rocklands Richfield Ltd in respect of its bid implementation agreement with Linyi Mining Group Co Ltd, a subsidiary of Chinese state-owned Shandong Energy Group Co, under which Linyi will make an off-market cash takeover offer for all the issued shares in Rocklands Richfield. The offer price of A$0.52 (US$0.50) per share values the company at approximately A$206 million (US$200m). Partners Matthew Hibbins and Alberto Colla led the transaction. Norton Rose, led by James Stewart, advised Shandong Energy Group. Nishith Desai Associates has advised Forum Synergies (India) PE Fund Managers Private Ltd in respect of the investment by Forum Synergies India Trust, represented by its trustee, along with IMI Investments One Ltd, in Captronic Systems Private Ltd, a company engaged in designing and developing automated test equipment. Paul Hastings has advised HKSE-listed China Everbright International Ltd (China Everbright) in respect of the disposal of its 80 percent interest in Greenway Venture Ltd (Greenway) and its shareholder’s loan due from Greenway for approximately RMB384.8 million (US$60.5m) and HK$188.6 million (US$24.3m) respectively to TransGlobal (Asia) Holdings Ltd. Greenway operates the Fuzhou Qinqzhou Bridge, a major bridge that connects to the Shenhai Expressway which runs from Shenyang City in Liaoning province in the north of China to Haikou City in Hainan province in the south of China. Partner Vivian Lam led the transaction. Rahmat Lim & Partners has advised UOB-Kay Hian Holdings Ltd in respect of a share purchase agreement with Kretam Holdings Berhad to acquire approximately 51 million of MYR1 (US$0.316) each in Innosabah Securities Berhad (ISB). The sale shares comprise the entire issued and fully paid up share capital of ISB. Partner Chia Chee Hoong led the transaction. Rahmat Lim & Partners has also advised YTL Corporation Berhad (YTL Corp) and its wholly-owned subsidiary YTL Industries Berhad (YTL Industries) in respect of YTL Industries’ acquisition of all the remaining voting shares and outstanding irredeemable convertible unsecured loan stock in YTL Cement Berhad (YTLCement) through the issuance of ordinary shares of MYR0.10 (US$0.031) each in YTL Corp at an issue price of MYR1.42 (US$0.45) each. YTL Cement sought a voluntary de-listing from the official list of Bursa Malaysia. Partners Moy Pui Yee and Chia Chee Hoong led the transaction. Rajah & Tann is advising SGX-ST listed Viz Branz Ltd in respect of its 1-for-1 bonus issue of shares announced on 25 May 2012. The bonus issue is subject to shareholders’ approval at an extraordinary general meeting to be convened and will be effected by capitalising part of the accumulated profits of the company. Based on the closing share price of S$0.53 (US$0.41) per share and a share capital comprising approximately 361 million shares, Viz Branz has a market capitalization of approximately S$191.39 million (US$148.5m). Partner Danny Lim led the transaction which is on-going, pending shareholders’ approval and SGX-ST’s approval to the listing of and quotation for the new bonus shares. Rodyk & Davidson has acted for The Hongkong and Shanghai Banking Corporation Ltd, as the arranger and the agent, and a syndicate of 18 dealers in respect of the updating and upsizing of the US$2 billion certificate of deposit programme of the Singapore branch of Agricultural Bank of China Ltd. Partner Nicholas Chong led the deal. Rodyk & Davidson has also acted for Ho Lee Group Pte Ltd (Ho Lee) and Evia Real Estate Management Pte Ltd (Evia) in respect of their successful tender for a 99-year leasehold residential land at Upper Serangoon View / Upper Serangoon Road. Ho Lee and Evia secured the bid consisting of a total of more than S$141 million (US$109.5m), in a bidding exercise which saw seven bidders. The site has a land area exceeding 133,000 sq ft. Serangoon EC Pte Ltd (SEPL), a joint venture comprising Ho Lee, Evia, SHS Capital Pte Ltd and CNH Investment Pte Ltd, will develop the site for executive condominium housing. The firm is also acting for SEPL in the project sales. Partners Norman Ho and Evelyn Ang led the matter. Salans has advised Goldrooster AG, the German holding company of Goldrooster Group, in respect of its IPO on the Frankfurt Stock Exchange. The operator of a leading sports fashion brand in China has been listed as of 18 May 2012 in the Entry Standard segment of the Frankfurt Stock Exchange. Goldrooster AG is only the second company in Germany to perform an IPO in the country this year. Shook Lin & Bok has acted for SGX-listed Ezion Holdings Ltd, a rigs and offshore logistics support service provider, in relation to (i) the establishment of the S$500 million (US$388m) multicurrency debt issuance programme and (ii) the issue of S$100 million (US$77.6m) 5.25 percent notes due 2015 (the Series 1 Notes) under the programme, which are fully placed to institutional and/or accredited investors. Partner Marilyn See led the transaction. Skadden is representing Marubeni Corporation in respect of an equity interest purchase agreement to acquire all the equity interest of Gavilon Group LLC for US$3.6 billion, subject to purchase price adjustment. Marubeni, based in Japan, is one of the largest general trading companies in the country. Gavilon is a leading US commodity management firm. The deal will make Marubeni one of the world’s largest grain traders. Partners Patricia Moran, Nobuhisa Ishizuka and Sally Thurston led the transaction. Jones Day is advising Gavilon. Slaughter and May Hong Kong has advised Swire Properties Ltd in respect of the establishment of a US$3 billion medium term note programme. Swire Properties MTN Financing Ltd is the issuer under the programme and the notes are unconditionally and irrevocably guaranteed by Swire Properties Ltd. Notes issued under the programme may be listed on the HKSE. HSBC and Standard Chartered are the joint arrangers under the programme. Partner Lisa Chung led the transaction. Slaughter and May has also advised the Hong Kong Monetary Authority in respect of the second issuance under the Hong Kong Government’s retail bond issuance programme comprising up to HK$10 billion (US$1.3b) in principal amount of inflation-linked ‘iBonds’ due 2015. The iBonds pay a coupon linked to the Composite Consumer Price Index, are available to retail investors resident in Hong Kong and will be listed on the HKSE. Up to HK$100 billion (US$13b) in principal amount may be outstanding in total at any time under the retail bond issuance programme and the related Hong Kong dollar institutional bond issuance programme. Partner Lisa Chung led the transaction. Stamford Law is advising Mainboard-listed Metech International Ltd (formerly known as Centillion Environment & Recycling Ltd) in respect of its share consolidation on a 10 to 1 basis. The share consolidation was completed on 24 May 2012 and was carried out as part of a series of corporate actions (including a change of company name and an on-going rights issue of shares with free detachable warrants on a 1 for 1 basis) geared towards the removal of Metech International from the SGX Watch-List. Partner Bernard Lui is leading the transaction. Sullivan & Cromwell has represented Jeff Berg, chairman and chief executive of International Creative Management Inc (ICM), in respect of the management-led investor group acquisition of ICM from Rizvi Traverse Management LLC which was completed on 23 May 2012. The advisory team included partners Alison Ressler and Ronald Creamer Jr. Tay & Partners has advised AmPrivate Equity Sdn Bhd in respect of its investment in Widetech Manufacturing Sdn Bhd, a manufacturing company established in Malaysia, at the acquisition price of RM110 million (US$34.8m) by way of a leveraged buyout. Tay Beng Chai and Lim Poh Ling acted for AmPrivate Equity Sdn Bhd in the investment and Chang Hong Yun and Lim Poh Ling acted for the banks in the leveraged financing. WongPartnership has acted for SGX-listed Frencken Group Ltd, a manufacturing company and global high-tech capital and consumer equipment service provider, in respect of the pre-conditional voluntary general offer for all the issued and paid up ordinary shares in the capital of Juken Technology Ltd (excluding issued and paid up ordinary shares held by Juken Technology Ltd as treasury shares), for an aggregate consideration of approximately S$58.2 million (US$45.2m), assuming full acceptance of the offer. Partners Andrew Ang and Dawn Law led the transaction. WongPartnership has also acted for Mapletree Industrial Trust Management Ltd, as manager of Mapletree Industrial Trust, in respect of the development and lease of a build-to-suit (BTS) facility for Kulicke & Soffa Pte Ltd (K&S). The BTS development will be a five-storey high specification light industrial building with a gross floor area of about 30,800 square metres. K&S will occupy 69 percent of the net lettable area for a 10-year lease term with the option to renew for two additional 10-year terms. Partner Carol Anne Tan led the transaction. |
Deals – 24 May 2012
Allen & Gledhill has acted as Singapore counsel to DBS Bank Ltd and Standard Chartered Bank as the joint lead managers in respect of Hotel Properties Ltd’s issue of S$150 million (US$117.4m) 6.125 percent perpetual capital securities. Partners Margaret Chin, Glenn David Foo and Sunit Chhabra led the transaction.
Allen & Gledhill has also acted as Singapore counsel to Credit Suisse (Singapore) Ltd and DBS Bank Ltd as the placement agents in respect of Ezra Holdings Ltd’s placement of 110 million new shares at S$1.10 (US$0.86) per share, raising gross proceeds of S$121 million (US$94.7m). Partner Sharon Wee led the transaction. Allens has advised the Healthscope Group, owned by TPG and the Carlyle Group, in respect of the sale of its pathology businesses in New South Wales, the Australian Capital Territory, Western Australia and Queensland to Sonic Healthcare for A$100 million (US$97.5m). Based in Melbourne, Healthscope operates hospitals in Australia and pathology services in Australia, New Zealand, Malaysia, Singapore and Vietnam. Sydney-based Sonic Healthcare is one of the world’s largest medical diagnostics companies, with operations in Australia, NZ, the United States, Germany and the United Kingdom. Following the deal, which was announced on 16 May 2012, Healthscope will retain its pathology businesses in Victoria, South Australia and the Northern Territory. Partner Cameron Price led the transaction which is subject to regulatory approvals and is expected to be finalized by August 2012. AZB & Partners has advised Karaikal Port Private Ltd and its promoters in respect of the acquisition of a minority stake for approximately INR 2 billion (US$37.4m) by NYLIM Jacob Ballas India (FVCI) III LLC in Karaikal Port Private Ltd. Partner Srinath Dasari led the transaction. AZB & Partners has also advised Tata Global Beverages Ltd in respect of its acquisition of approximately five percent of the shares in Mount Everest Mineral Water Ltd (MEMW) from the other promoters of MEMW, Foresight Holdings Pvt Ltd and Vinod Sethi, for approximately INR 335 million (US$6m). Partner Abhijit Joshi led the transaction which was completed on 3 May 2012. Clifford Chance has advised AEI Asia Ltd (AEI) in respect of its agreement for the sale of its China gas distribution business to China Resources Gas Group Ltd for US$237 million. The transaction is particularly complex with 40 target companies engaged in gas sales, distribution and transportation in Mainland China. AEI China Gas Group operates 28 city gas projects, eight gas stations and four midstream gas transmission pipeline projects in 11 provinces in mainland China. Partner Kelly Gregory led the deal. King & Wood Mallesons, led by partners Raymond Wong and Sophia Wang, acted as Hong Kong and international counsel for HKSE-listed China Resources Gas Group Ltd. Davis Polk is advising Dalian Wanda Group Co Ltd (Wanda) in respect of its approximately US$2.6 billion acquisition of AMC Entertainment Holdings Inc (AMC). As part of the transaction, Wanda intends to invest up to an additional US$500 million in AMC over time to fund AMC’s strategic and operating initiatives. The transaction is subject to customary closing conditions and US and Chinese regulatory approvals. Wanda is a leading Chinese private conglomerate that operates in five major businesses, including commercial properties, luxury hotels, tourism investment, cultural industries and department stores. AMC delivers distinctive and affordable movie-going experiences in 346 theatres with 5,034 screens, primarily in the United States and Canada. Partners Phillip R Mills and Howard Zhang led the transaction. Ernst & Young also advised Wanda. Weil, Gotshal & Manges advised AMC Entertainment Holdings Inc. Hogan Lovells has been advising JKC Australia LNG, a joint venture between Japan’s JGC Corporation, Houston-based KBR and Japan’s Chiyoda Corporation, in respect of the US$34 billion Ichthys LNG Project in Australia. The Ichthys LNG Project is a joint venture between the operator INPEX (76 percent) and TOTAL (24 percent). JKC signed a contract with INPEX earlier this year for the engineering, procurement and construction of the onshore LNG facilities to be built near Darwin in Australia. Partner Scott Tindall led the transaction. J Sagar Associates has advised Bureau Veritas Group in respect of the acquisition of 100 percent ownership in Bhagavathi Ana Labs Private Ltd (BHAGAVATHI) from the Indian resident shareholders. BHAGAVATHI is engaged in testing, analysis and quality assurance system businesses. Partner Sandeep Mehta led the transaction. Jones Day has advised Temasek and RRJ Capital in respect of their equity investment of approximately US$468 million in Cheniere Energy Inc. Cheniere intends to use the proceeds from this offering and cash on hand to purchase, on a pari passu basis, US$500 million of the US$2 billion of equity securities anticipated to be issued by Cheniere Energy Partners LP in connection with the financing of the Sabine Pass LNG liquefaction project. Partner Joseph Bauerschmidt led the transaction which was announced on 7 May 2012. Khaitan & Co has advised Bialetti Industrie SPA (Bialetti) in respect of the termination of the joint venture with the Indian promoters. Bialetti is one of the leading cookware and kitchenware manufacturers in Europe. Partner Murali Neelakantan led the transaction. Khaitan & Co has also advised Oriental Carbon and Chemicals Ltd (OCCL) in respect of its acquisition of Schrader Bridgeport International Inc’s 50 percent stake in Schrader Duncan Ltd. OCCL, a JP Goenka Group company, is a listed company and one of the market leaders in the production of insoluble sulphur for the tyre and rubber industry. Partners Haigreve Khaitan, Arindam Ghosh and Aakash Choubey led the transaction. King & Wood Mallesons has acted for Palisade Ports Pty Ltd in respect of its acquisition of Australian Infrastructure Fund’s 50 percent equity interest in the Port of Portland. Palisade Ports is an investment company of Palisade Investment Partners, a specialist infrastructure fund manager. Under the deal valued at A$65.5 million (US$64m), Palisade will expand its existing diversified Investment Infrastructure Fund which includes assets across a number of sectors including aviation, clean energy and natural gas. Partner Adrian Perkins led the transaction. Freehills acted for Australian Infrastructure Fund. King & Wood Mallesons has also acted for Perron Investments in respect of its A$690.4 million (US$673.6m) acquisition of a 50 percent interest in three regional shopping centres, including Centro Galleria in Perth, Centro The Glen in Melbourne and Centro Colonnades in Adelaide. Under the deal, Centro and Perron Group have agreed to a co-ownership arrangement with Centro retaining ongoing property management, development and leasing services. Partner Simone Menz led the transaction. Latham & Watkins has represented PT Pertamina (Persero), Indonesia’s state-owned oil and gas company, in respect of a US$2.5 billion senior unsecured bond offering. The offering comprised two tranches – a US$1.25 billion bond due in 2022, with a 4.875 percent coupon, and a US$1.25 billion bond due in 2042, with a 6 percent coupon. Partners Michael Sturrock and Clarinda Tjia-Dharmadi led the transaction. Maples and Calder has acted as Cayman Islands counsel for China City Railway Transportation Technology Holdings Company Ltd (China City Railway), a Cayman Islands company, in respect of its IPO on the Growth Enterprise Market of the Stock Exchange of 200 million ordinary shares, priced at not more than HK$1.23 (US$0.16) per ordinary share and expected to be not less than HK$0.95 (US$0.12) per ordinary share. China City Railway is principally engaged in the design, implementation and maintenance of application solutions for centralising various functions of public transport systems in Beijing and Hong Kong. Partner Christine Chang led the transaction whilst Troutman and Sanders acted as HK counsel. Chiu & Partners acted for the underwriters. Maples and Calder has also acted as Cayman Islands legal counsel to Chinese internet company Alibaba Group Holding Ltd (Alibaba) in respect of its repurchase of up to half of Yahoo Inc’s shareholding in Alibaba, which accounts for approximately 20 percent of Alibaba’s share capital on a fully diluted basis. The total deal value (being the repurchase price payable by Alibaba to Yahoo) is estimated at US$7.1 billion (to be paid in cash and the issue of newly-issue Alibaba preferred shares), making it the largest ever e-commerce M&A. Alibaba intends to finance the repurchase through a combination of its own cash resources, debt, equity and equity-linked financing. The transaction also provides for the future divestment by Yahoo of its remaining interest in Alibaba upon and after any future IPO of Alibaba shares. Partner Greg Knowles led the transaction whilst Wachtel, Lipton, Rosen & Katz, led by partner Mark Gordon, acted as US counsel and Freshfields Bruckhaus Deringer acted as Hong Kong counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Yahoo. Minter Ellison has advised leading road transport equipment manufacturer MaxiTRANS Industries Ltd in respect of its A$6 million (US$5.86m) acquisition of Azmeb Global Trailers announced on 4 May 2012 and A$21 million (US$20.5m) acquisition of Queensland Diesel Spares Pty Ltd completed on 2 April 2012. The two acquisitions are part of a strategy to further expand its participation in Australia’s mining and resources sector and to gain a greater share of the Australian waste transport equipment market. Azmeb Global Trailers designs and manufactures a range of truck trailers for the Australian and international markets used in the mining and waste sectors. Queensland Diesel Spares is a leading distributor of automotive parts to the Queensland transport industry. Partner Carolyn Reynolds led the transaction. Payne, Butler and Lang advised Azmeb Global Trailers whilst Wilson Lawyers acted for Queensland Diesel Spares. Minter Ellison has also advised US-based medical device developer Osprey Medical in respect of its IPO and listing on the ASX. Osprey Medical raise A$20 million (US$19.5m) in Australian and offshore funds for the commercialisation of its CINCOR device which is designed to reduce kidney injury from x-ray dyes used during common heath procedures such as stenting and angioplasty. Cornerstone investors Brandon Capital and CM Capital provided significant institutional investment support and remain major shareholders of the company. At the time of listing, Osprey Medical was the second largest IPO and the largest non-energy/resources IPO in Australia this year. Partner James Hutton led the transaction. Paul Hastings is advising Digital Realty Trust, a leading global data center solution provider, in respect of the launch of a joint venture with Savvis, a CenturyLink company and global leader in cloud infrastructure and hosted IT solutions, to acquire a 165,000-square-foot property located in Tseung Kwan O Industrial Estate in Hong Kong’s New Territories. The acquisition, which is expected to close in the second quarter of 2012, will provide next generation, large co-location and managed cloud services which will solidify Hong Kong’s reputation as an attractive data centre market. Partner David Blumenfeld led the transaction. Rajah & Tann has advised Agri Investments Pte Ltd, a wholly-owned subsidiary of Indonesia Stock Exchange listed PT PP London Sumatra Indonesia Tbk (Lonsum), in respect of the Lonsum group’s subscription of approximately 3.57 million shares of common stock, representing approximately 26.4 percent of the outstanding common stock of Heliae Technology Holdings Inc (Heliae) for a cash consideration of US$15 million. Heliae is a development stage algae technology company focused on delivering technology platforms for algae-based products. Partners Goh Kian Hwee and Cynthia Goh led the transaction which was completed on 2 May 2012. Manatt Phelps & Phillips advised Heliae Technology Holdings Inc. Rodyk & Davidson LLP is acting for SGX listed Elite KSB Holdings Ltd in respect of the divestment of its meat-processing business to Kendo Trading Pte Ltd, which is part of an integrated poultry breeding, farming, processing and marketing group, for S$62 million (US$48.5m). The deal is expected to close on August 2012. Partner Valerie Ong led the transaction. Rodyk & Davidson is also acting for Roxy Residential Pte Ltd, a wholly owned subsidiary of listed developer Roxy-Pacific Holdings Ltd, in respect of its acquisition and purchase of Jade Towers at 2 and 4 Lew Lian Vale for S$106.3 million (US$83.2m). The deal is the largest by quantum value for a pure residential collective sale site for 2012 to date since the introduction of ABSD by the government in December 2011 to cool the residential property market in Singapore. The deal is subject to approval by the Strata Titles Board. Partners Lee Liat Yeang and Nadia Cardoz led the transaction. Selvam has acted as Singapore counsel for American International Assurance Company Ltd (AIA Co) in respect of the transfer of its insurance business in Singapore from a branch to a Singapore incorporated and wholly-owned subsidiary of AIA Co. With effect from 1 January 2012, AIA in Singapore is now known as AIA Singapore Private Ltd (AIA Singapore) with all business dealings conducted under this name. AIA Group Ltd and its subsidiaries comprise the largest independent publicly listed pan-Asian life insurance group in the world. AIA Co has been in operation as a branch office in Singapore for over 80 years and is one of the country’s leading insurers. Policyholders were notified of the transfer in September 2011 and all existing policy contracts with AIA Co have been automatically transferred to AIA Singapore. Arfat Selvam and Jason Yang acted on the matter. Shook Lin & Bok has acted for Gemguard Technologies Pte Ltd (GTPL) in respect of its strategic partnership with Shantou Wanshun Package Material Co Ltd (SWP) to jointly acquire all of Shanghai Asia Holdings Ltd’s businesses. The cost of the acquisition, which is RMB1 billion (US$160m), was divided into two transactions consisting of SWP’s portion of RMB750 million (US$118.7m) and GTPL’s portion of S$50 million (US$39.5m). Partner Wong Gang led the transaction. Stamford Law has acted as Singapore legal adviser to Theta Capital Pte Ltd and its parent company PT Lippo Karawaci Tbk (LPKR) in respect of Theta Capital’s issue of US$150 million senior notes launched on 9 May 2012 and guaranteed by LPKR and its subsidiaries. Citigroup and Deutsche Bank were the joint global coordinators and lead managers in the issuance. LPKR is one of the largest property developers in Indonesia. On 10 May 2012, LPKR announced that it had successfully priced the US$150 million senior notes and had managed to attract US$680 million worth of orders from 72 accounts. The notes were listed on the bond market of the SGX on 17 May 2012. Tay & Partners has advised in respect of the loan and security documentation relating to AmIslamic Bank Bhd’s grant of RM50 million loan to a public listed company based on Bai’Inah Islamic principles. Partner David Lee led the transaction. White & Case has advised the underwriters (composed of Australia and New Zealand Banking Group Ltd, Credit Suisse AG Singapore Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and Mizuho Corporate Bank Ltd) in respect of the US$3 billion financing supporting the take private of Alibaba.com Ltd, China’s largest e-commerce company. The deal is the largest China ‘Holdco’ financing to date. The underwritten facilities, split evenly among the banks, will be available to fund the privatization of HKSE listed Alibaba.com. The definitive financing documents were signed on 18 May 2012. Partner John Hartley led the transaction whilst King & Wood acted as PRC counsel and Walkers as offshore counsel. Freshfields acted as international counsel, Fangda Partners as PRC counsel and Maples and Calder as offshore counsel for the borrower. WongPartnership has acted for Globe Telecom in respect of a major outsourcing agreement with global solutions provider Amdocs for a seven-year agreement for the transformation, continuous improvement and upgrade of its Business Support System (BSS) and enterprise data warehouse aimed at modernising and consolidating Globe’s BSS and data warehouse systems as well as business processes across prepaid and postpaid wireless, wireline and broadband operations. Partner Lam Chung Nian led the transaction. WongPartnership has also acted for United Overseas Bank Ltd in respect of the grant of credit facilities to Biyun Investments (Hong Kong) Ltd for the refinancing of the borrower’s existing debt relating to the property known as Citadines Shanghai Biyun located at the Pudong New Area, Shanghai, PRC. Partner Christy Lim led the transaction. |
Deals – 17 May 2012
Allen & Gledhill has acted as Singapore law counsel for FCL Treasury Pte Ltd (FCL), Frasers Centrepoint Ltd as guarantor, DBS Bank Ltd as the arranger and dealer and issuing and paying agent and agent bank, and DBS Trustee Ltd as the trustee, in respect of FCL’s issue of a S$1 billion (US$788.4m) multicurrency medium term note programme under which FCL may issue notes from time to time. FCL has issued an inaugural S$75 million (US$59m) (3.7 percent notes due 2019)under the programme, with DBS Bank Ltd as the sole dealer. Partners Au Huey Ling, Sunit Chhabra, Margaret Chin and Daselin Ang led the transaction.
Allen & Gledhill has also acted as Singapore law counsel for Singapore Telecommunications Ltd (SingTel) and its wholly-owned subsidiary SingTel Group Treasury Pte Ltd (SGT) in respect of SGT’s issue of ¥10 billion (US$124.5m) fixed rate notes due 2018; US$200 million floating rate notes due 2018; and HK$830 million (US$106.8m) fixed rate notes due 2017 under SGT’s existing S$10 billion (US$7.9b) guaranteed Euro medium term note programme. The notes are unconditionally and irrevocably guaranteed by SingTel. Partners Yeo Wico and Sunit Chhabra led the transaction. Allens has advised a consortium, including the Ontario Teachers’ Pension Plan Board, Hastings Managed Infrastructure Funds Utilities Trust of Australia and The Infrastructure Fund, in respect of a binding offer to refinance the Sydney Desalination Plant for A$2.3 billion (US$2.28b). Located in Kurnell, the plant is the largest desalination plant operating in Australia and is fully powered by renewable energy. It has a maximum capacity of 250 million litres a day. The deal, which was signed on 11 May 2012, involves a long-term lease of the desalination plant, pipeline and site, and a 50-year water supply agreement with Sydney Water Corporation. Partners Robert Clarke and Simon Lynch led the transaction. Amarchand & Mangaldas & Suresh A Shroff Co, together with Noerr LLP, has represented PRC incorporated Xuzhou Construction Machinery Group Co Ltd (XCMG) in respect of its acquisition of a majority stake in Schwing GmbH, a company incorporated in Germany and engaged in the manufacture of construction related heavy machinery. The assets and business operations of Schwing GmbH are held by its subsidiaries across the globe, including Schwing-Stetter (India) Pvt Ltd (Schwing India), which holds the assets and business activities in India. XCMG indirectly acquired Schwing India, along with the other global subsidiaries, by acquiring the majority stake in Schwing GmbH. The transaction closed on 31 March 2012. Amarchand & Mangaldas & Suresh A Shroff Co, along with Shuttleworth Ingersoll, has also advised Delaware corporation HawkeyePedershaab (Hawkeye), representing KHKI Acquisition Inc (KHKI), in respect of KHKI’s joint venture with Apollo Infratech Private Ltd (Apollo). Hawkeye has entered into a 50:50 joint venture with Apollo for engaging in manufacturing and selling certain Hawkeye products and component parts, under a license agreement from Hawkeye, to customers of Hawkeye in India; purchasing from Hawkeye and selling to Hawkeye’s customers in India certain products and spare parts; and providing specified technical service and support to Hawkeye customers in India. Partner Pankaj Agarwal led the transaction which closed on 1 April 2012. Tapan Shah, Shah & Shah Associates acted for Apollo. Baker & McKenzie has advised Macquarie Capital as underwriter in respect of Ainsworth Technology Ltd’s A$44 million (US$43.6m) fully-underwritten share placement. Partner Craig Andrade led the transaction. Addisons acted for the issuer. Baker & McKenzie has also advised Harbour City Ferries and its two joint venture partners, Veolia Transport and Transfield Services, in respect of their bid for the contracting out of the operation of the Sydney Ferries business. The New South Wales government announced the process of privatising Sydney Ferries in early 2011. Transfield and Veolia plan to start operating the services before the end of this year. Partner David Egan led the transaction. Minter Ellison acted for the Department of Transport. Baker & McKenzie.Wong & Leow has represented Master Marine AS in respect of the lifting of an injunction obtained by Labroy Offshore Ltd against Master Marine from calling on refund guarantees issued by three major Singapore banks in connection with a rig building contract. The Court of Appeal rendered judgment in favour of Master Marine, setting aside the injunction ordered by the High Court restraining the banks involved from making payments to Master Marine. The decision paved the way for Master Marine to be paid close to €94 million (US$119.6m) under the refund guarantees. Partner Chan Leng Sun, SC led the transaction. Clayton Utz has advised ASX-listed data centre services provider NEXTDC in respect of the completion of a fully underwritten placement of A$41.39 million (US$41m), announced to the market on 20 April 2012, and a share purchase plan offer to existing shareholders which closes on 16 May 2012. The non-underwritten share purchase plan is aiming to raise a further A$10 million (US$9.9m) from existing NEXTDC shareholders. Partner Tony Lalor led the transaction. Clayton Utz has also acted for NYSE-listed Clarcor Incorporated in respect of its acquisition of 100 percent of the shares of Perth-based Modular Engineering Company Pty Ltd. Modular has been a long-time supplier to Clarcor’s PECOFacet division, which is included within Clarcor’s industrial/environmental filtration segment. Pursuant to the terms of the acquisition, Modular’s former owners will remain with the business following completion of the acquisition. Partner Mark Paganin led the transaction. Clifford Chance has advised a consortium of investors, including Credit Suisse, New World, Baosteel and CCB International, in respect of their US$151 million investment in ChongHou Energy Resources Ltd, the holding company of Qipanjing Mining Company Ltd which owns and operates a number of coking coal mines in Inner Mongolia. The deal represents one of the largest investments in the mining sector in China this past year. Partner Terence Foo led the transaction. Duane Morris & Selvam has advised Global Premium Hotels Ltd in respect of its listing on the SGX on 26 April 2012. Global Premium Hotels Ltd operates one of Singapore’s largest chains of hotels with 23 hotels; 22 of the hotels are operated under the “Fragrance” brand and one hotel under the “Parc Sovereign” brand. The transaction, which involved an offering of 450 million new shares and raised approximately S$112.1 million (US$88.4m) of net proceeds, is part of a restructuring exercise to spin-off and separately list the hotel business of SGX-listed Fragrance Group Ltd under its subsidiary, Global Premium Hotels Ltd. Director Lo Kim Seng led the transaction. Freshfields Bruckhaus Deringer has advised HSBC as the sole underwriter in respect of the rights issue by HKSE listed The United Laboratories International Holdings Ltd (United Laboratories) which raised HK$719.1 million (US$92.4m). The proceeds will be used by United Laboratories to fund the expansion of its production capacity of 6-APA, being one of the intermediary products manufactured by United Laboratories and its subsidiaries, and its production plant in Inner Mongolia . Partners Calvin Lai and Grace Huang led the transaction. Gilbert + Tobin has advised the Charter Hall Independent Directors Committee in respect of the A$1.74 billion (US$1.72b) acquisition of Charter Hall Office REIT (CQO) via a Court sanctioned and member approved scheme. The bidders were a consortium comprising of an affiliate of Singapore Government’s GIC fund, the Canadian pension fund, the Public Sector Pension Investment Board and a member of the Charter Hall Group. The transaction required the completion of the disposal of CQO’s US assets prior to implementation and development of an effective means to enable the retention of some sales proceeds from the sale of US assets to meet potential contingent liabilities and costs and their subsequent distribution to eligible unit holders. Partners Tony Bancroft and David Clee led the transaction. Harry Elias Partnership has acted for SEB Investment GMBH, a specialist investment house in Germany for managed securities and real estate investment funds, in respect of the disposal of the entire issued share capital of Ubitech Hub Pte Ltd, a special purpose vehicle that owned Starhub Green Building, a 7-storey high-tech multiple-user light industrial development. The property was acquired by Blackstone Group, an American-based alternative asset management and financial services company specializing in private equity, for US$210 million. Partners Claudia Teo, Pauline Lee, Khaw Gim Hong and Douglas Koh acted in the transaction. Herbert Smith has advised The Hongkong and Shanghai Banking Corporation Ltd, Mitsubishi UFJ Securities International plc and Standard Chartered Bank as the joint lead managers in respect of the establishment by Indonesia Eximbank of a US$1.5 billion Euro medium term note programme and the first issue of US$500 million 3.75 percent notes due 2017 issued under such programme. The programme marks the first ever Regulation S EMTN programme established in Indonesia and the first issue was the first tap by Indonesia Eximbank of the international debt capital markets. Partner Philip Lee led the transaction. The firm’s associate, Hiswara Bunjamin & Tandjung, led by Ibnu Fajar Ramadhan, advised Indonesia Eximbank on the Indonesian law aspects of this transaction. J Sagar Associates has advised APG Strategic Real Estate Pool NV (APG Real Estate), an entity floated by a Dutch pension fund manager APG, in respect of its acquisition of an (approx) 49 percent stake in Lemon Tree Group companies, a Delhi based mid market hotel group operating under brands such as “Lemon Tree Hotels” and “Lemon Tree Premier”. APG Real Estate has picked up an (approx) 5 percent stake in Lemon Tree Hotels Private Ltd, the flagship entity, and the balance in a joint venture company, Fleur Hotels Private Ltd, for approximately INR650 crores (US$119.6m). Partner Rupinder Malik led the transaction. Khaitan & Co has acted for Nuclear Power Corporation of India Ltd (NPCIL) in respect of its external commercial borrowing aggregating US$250 million from State Bank of India Singapore Branch for meeting the project finance cost of undertaking the construction of nuclear power plants at various sites in India, including the procurement of equipment for projects from India and abroad. NPCIL is a public sector enterprise under the administrative control of the Department of Atomic Energy (DAE), Government of India. Partner Upendra Joshi advised on the transaction. Khaitan & Co has also advised CA Media in respect of its acquisition of a 49 percent stake in Endemol India Private Ltd. CA Media is a Hong Kong based investment arm of The Chernin Group, aimed at building, managing and operating entertainment and technology businesses in Asia with particular initial focus on India, China and Indonesia. Partners Anand Mehta and Rabindra Jhunjhunwala advised on the transaction. King & Wood Mallesons has advised NAB in respect of its tier 2 subordinated notes offer to raise approximately A$500 million (US$495m), with the ability to raise more or less. Partners Anne-Marie Neagle and Diana Nicholson led the transaction which represents NAB’s first domestic retail offering since 1999. Minter Ellison has advised Redcape Property Fund in respect of the acquisition of 100 percent of its securities by a consortium of hedge funds, comprising Goldman Sachs Asia, Varde and New York-based York Capital. Redcape has also been recapitalised with new debt facilities. Redcape is a A$750million (US$743.5m) ASX-listed property group that invests in the Australian hotel freehold market and leases its hotels to tenants on a long-term basis. Redcape will now be de-listed. Angella Bregovac, David Low and Liz Von Muenster comprised the advisory team. Ben Mahoney (ABL) acted for the acquiring consortium. O’Melveny & Myers has represented News Corp in respect of securing a 19.9 percent minority stake in Bona Film Group Ltd, a film distributor and vertically integrated film company in China. News Corp acquired the shares directly from Dong Yu, Bona Film’s founder, chairman and CEO. Yu has entered into separate agreements to acquire one million Bona ordinary shares each from SIG China Investments One Ltd and from Matrix Partners China Funds and 1.5 million Bona ordinary shares from the Sequoia Funds at an average price of US$11.40 per share, or US$5.70 per American Depositary Share. Following the close of these transactions, Yu’s ownership will be reduced to approximately 27 percent of the company’s ordinary shares outstanding. These transactions are expected to close in the next 15 days and are subject to customary closing conditions. Rodyk has acted for HSBC Institutional Trust Services (Singapore) Ltd, as the trustee of CapitaMall Trust (CMT), in respect of the update by CMT MTN Pte Ltd (a CMT subsidiary) of its US$2 billion Euro-medium term note programme and the issuance of US$400 million 3.731percent fixed rate notes due 2018. The deal represents one of the largest note issues by a Singapore listed REIT in 2012. Partner Nicholas Chong led the transaction. Shook Lin & Bok has acted for Xinren Aluminum Holdings Ltd in respect of its sale and purchase agreement with Wealth Checker Ltd to exercise a conditional call option and acquired 2,100 ordinary shares in the capital of China Leading International Group Ltd (CLI) for approximately RMB1.89 billion (US$300m). Partner Wong Gang led the transaction. Sullivan & Cromwell is representing PlainsCapital Corporation (US) in respect of its merger with Hilltop Holdings Inc (US), announced on 9 May 2012. The firm’s advisory team includes partners Mitchell Eitel and Ronald Creamer Jr and senior chairman H Rodgin Cohen. White & Case has advised Industrial and Commercial Bank of China in respect of its acquisition of an 80 percent interest in The Bank of East Asia (USA) National Association (BEA-USA), a wholly-owned subsidiary of The Bank of East Asia Ltd. The firm also advised Bank of China on its application to set up an additional branch in Chicago. The Federal Reserve approved both applications on 9 May 2012, alongside a third application allowing Agricultural Bank of China to establish its initial branch in New York. WongPartnership has acted for Singapore-Sichuan Investment Holdings Pte Ltd, the Singapore consortium which consists of Semcorp Industrial Parks and certain subsidiaries of Temasek Holdings (Private) Ltd, in respect of a joint venture agreement with Chengdu Hi-tech Investment Group Co Ltd, which represents the Chengdu government, to co-develop the Singapore-Sichuan Hi-tech Innovation Park, a 1,000 hectare mixed-use work-live development in Chengdu’s Tianfu New City central business district, a newly established national-level economic development zone in the PRC. Partners Joseph He, Miao Miao, Mark Choy and Kenneth Leong acted on the matter. WongPartnership has also acted for Heliconia Capital Management Pte Ltd, a subsidiary of Temasek Holdings Ltd, in respect of the establishment of the SME Co-Investment Fund LP which seeks to invest in small-medium enterprises headquartered, or with significant businesses, in Singapore. Partners Low Kah Keong and Charlotte Sin acted on the matter. |
Deals – 10 May 2012
Allen & Gledhill has acted as Singapore law counsel to ARA Asset Management (Fortune) Ltd (ARA), as manager of Fortune Real Estate Investment Trust (Fortune REIT), in respect of securing approval for ARA from unitholders of Fortune REIT to acquire Hong Kong properties Belvedere Garden Property and Provident Centre Property for approximately HK$1.9 billion (US$244.8m). Partners Jerry Koh and Chua Bor Jern led the transaction. Rodyk, led by partner Nicholas Chong, acted for HSBC Institutional Trust Services (Singapore) Ltd, as the trustee of Fortune REIT and the purchaser.
Allen & Gledhill has also advised Ascendas Fund Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of its issue of ¥10 billion (US$125.5m) 2.55 per cent notes due 2024. The notes were issued on 23 April 2012 under the S$1 billion (US$799.6m) multicurrency medium term note programme established by A-REIT on 20 March 2009. Deutsche Bank AG London Branch acted as dealer for the notes. Partner Daselin Ang. Amarchand & Mangaldas has advised Adhunik Metaliks Ltd (AML) and the other corporate sellers and promoters in respect of the sale of their 88 percent shareholding in the company. Nagpur Automotive Industries Private Ltd (Nagpur Automotive) has acquired 100 percent stake in AML’s forging subsidiary Neepaz for INR 230 crores (US$42.7m). The transaction is in line with Adhunik Group’s overall strategy to divest its non-core assets and focus on its core businesses. Partner Kalpataru Tripathy led the transaction which closed on 27 April 2012. Desai Diwanji advised Nagpur Automotive. Amarchand & Mangaldas & Suresh A Shroff Co has also advised the Indian promoters of XLR Capital (Cyprus) Ltd (XLR) in respect of the acquisition of the majority stake of Netherlands-based joint venture company Ethiopotash BV by Yara Nederland BV from existing shareholders, Indian company Seftech Phosphate Private Ltd and XLR (Cyprus-based company with Indian promoters). The transaction consisted of the transfer of 17.22 percent shares held by Seftech Phosphate Ltd to XLR, as per the terms of the original shareholders agreement; transfer of 8.33 percent shares held by Seftech Phosphate Ltd to Yara Nederland BV; and transfer of 25.55 percent shares held by XLR to Yara Nederland BV. XLR acquired 17.22 percent shares of Ethiopotash from Seftech for approximately US$11 million whilst Yara acquired 34.33 percent shares of Ethiopotash from XLR and Seftech for approximately US$30.76 million. Post closing, Yara will hold 51 percent and XLR will hold 49 percent in Ethiopotash. Partner Shailaja Lall led the transaction which closed on 4 May 2012. AZB & Partners has advised Mizuho Corporate Bank Ltd in respect of the asset backed securitisation of receivables generated through commercial vehicle loans originated by Shriram Transport Finance Company Ltd. The PTCs (private trust companies) issued by IDBI Trusteeship Services Ltd, acting as the trustee, have been purchased by Mizuho Corporate Bank Ltd. Partners Kalpana Merchant and Ashwin Ramanathan led the transaction which was completed on 15 March 2012 and was valued at approximately US$30 million. Baker & McKenzie has represented Bangkok Airways in respect of litigation before Thailand’s Central Tax Court regarding a THB117 million (US$3.76m) house and land tax assessment imposed on its property fund by the Koh Samui Municipality. The Court fully dismissed the tax assessment and ordered the Municipality to return contested tax payments, plus statutory interest, to the airline. The case represents the first instance that a municipal government has assessed a house and land tax based on a property fund arrangement using a lease agreement as a financing mechanism. Partner Peerapan Tungsuwan with partner Chinawat Assavapokee led the transaction. Baker & McKenzie has also acted as sole external legal advisor for Morgan Stanley in respect of Malaysia’s state-owned oil and gas company Petronas’ A$540 million (US$543.4m) block trade of its 17.3 percent stake in APA Group, Australia’s largest natural gas infrastructure business. Partners Craig Andrade and Andrew Reilly led the transaction. Clayton Utz has advised a consortium of seven domestic and international banks in respect of the refinancing of $A1.9 billion (US$1.91b) in senior debt facilities to Investa Property Trust. Australia’s big four banks contributed A$1.6 billion (US$1.61b) in funding, with an additional A$300 million (US$301.9m) committed by Bank of China, BOS International and Credit Agricole. Partner Kathy Santikos led the transaction. Clayton Utz has also advised ASX-listed Asciano subsidiary Patrick Stevedores (Patrick) in respect of agreements with Sydney Ports Corporation for the development and expansion of Patrick’s existing container terminal at Port Botany. Under the terms of the agreement, Patrick will expand its footprint at Port Botany by 39 percent through the development of an integrated container terminal which will more than double Patrick’s total capacity to 2.5 million twenty-foot equivalent units (TEU) per annum. Partner Nikki Robinson with partner Claire Smith led the transaction. Clifford Chance has advised global private markets investment manager Partners Group in respect of the acquisition of Trimco International Holdings Ltd, a global provider of garment label solutions to the garment manufacturing industry, on behalf of its clients. The acquisition, which was completed on 25 April 2012, was structured as a leveraged buyout, with the founder and senior management team of Trimco reinvesting a significant portion of their sale proceeds into the new company. Concurrently with the transaction, Trimco was negotiating a bolt-on acquisition of a UK-based international label solution provider, which completed shortly after the principal transaction closed and was funded as part of that transaction. Partner Simon Cooke with partner Peter Kilner led the transaction. Paul Hastings, led by partner Brett W King, advised Chinatrust Commercial Bank Ltd as mandated lead arranger. Clifford Chance has also advised Euronext Paris listed Ciments Français in respect of the sale of its 100 percent stake in Shaanxi Fuping Cement Company Ltd (Fuping Cement) to a subsidiary of HKSE listed West China Cement Ltd (WCC) for RMB504 million (US$80m) and its simultaneous investment in WCC. The consideration for the sale will be satisfied by the issue of shares in WCC which would give Ciments Francais a 6.25 percent stake in WCC. Completion is conditional upon the obtaining of PRC regulatory approvals. Partner Terence Foo with partner Neeraj Budhwani led the transaction. Davis Polk is advising TPG Rave Holdings LP (TPG Rave), an affiliate of TPG, in respect of its investment in HKSE-listed China Ruifeng Galaxy Renewable Energy Holdings Ltd (China Ruifeng). TPG Rave and Diamond Era Holdings Ltd, a substantial shareholder of China Ruifeng, have agreed to respectively subscribe for 8 percent convertible bonds due 2017 and warrants issued by China Ruifeng, with TPG Rave subscribing for an aggregate principal amount of US$60 million of bonds and warrants with an exercise value of US$15 million. The proceeds from the transaction will be used to increase China Ruifeng’s indirect holding in Hebei Hongsong Wind Power Co Ltd to no less than 51 percent. The transaction is subject to a number of conditions, including shareholders and regulatory approval. The advisory team includes partners Paul Chow and Mark J Lehmkuhler. Fried, Frank, Harris, Shriver & Jacobson has represented NASDAQ listed Perry Ellis International Inc in respect of its joint venture with HKSE listed China Outfitters Holdings Ltd to develop the Manhattan® brand in China, Hong Kong and Macau. The transaction was led by partners Victoria Lloyd and Joshua Wechsler. Fried, Frank, Harris, Shriver & Jacobson has also represented Merrill Lynch Far East Ltd and Morgan Stanley & Co International plc, as placing agents, in respect of secondary placements of H shares in Bank of China Ltd and China Construction Bank Corporation by Temasek for total aggregate proceeds of approximately US$2.48 billion. The H shares of Bank of China Ltd and China Construction Bank Corporation are listed on the HKSE. Partners Joshua Wechsler, Joshua Coleman and Carolyn Sng led the transaction. Hogan Lovells has advised Qatar’s largest investment bank QInvest in respect of the acquisition by way of joint venture of a 60 percent stake in the investment banking, asset management and brokerage business of EFG Hermes. The deal represents one of the Middle East’s largest M&A deals this year. Subject to regulatory approval in several jurisdictions and EFG Hermes shareholder approval, QInvest will take 60 percent ownership in a joint venture with EFG Hermes, the leading investment bank in the Arab world with operations throughout the Middle East, by way of a US$250 million capital injection. The joint venture aims to create a leading investment bank with operations in the Arab world and beyond, comprehensively covering the Middle East, Africa, Turkey and South and South East Asia. Partner Nick Parden led the transaction which was announced on 4 May 2012. Hogan Lovells Lee & Lee has advised Trafigura Pte Ltd (Trafigura) in respect of its equity investment of up to US$130 million in Nagarjuna Oil Corporation Ltd’s (NOCL) oil refinery, currently under construction in Cuddalore in the southern Indian state of Tamil Nadu. In addition to acquiring an equity stake, Trafigura will invest a further US$120 million into the construction of extensive storage facilities and associated infrastructure at the refinery’s 2,500 acre site. Other investors in NOCL include TIDCO, a Government of Tamil Nadu controlled enterprise, and Tata Petrodyne, a Tata Industries subsidiary. Commissioning work at the refinery is expected to start this year with commercial operations scheduled to begin during the first half of 2013. Partner Stephanie Keen led the transaction. Khaitan & Co has advised OCS Group Singapore PTE Ltd in respect of the acquisition of a majority stake in Absotherm Facility Management Private Ltd. OCS Group is one of the largest international family-owned international facilities services group headquartered in the UK. Nearly half of its global employee strength is currently drawn from different countries in Asia led by Thailand. Partner Rajat Mukherjee led the transaction. Khaitan & Co has also advised Advent International Corporation USA in respect of the acquisition of a stake in Quality Care India Ltd for approximately US$105 million. Advent International Corporation is a global private equity firm focused on selective growth capital investments in Western and Central Europe, North America, Latin America and Asia and is active in industrial, healthcare, retail and leisure, TMT and business and financial services. Partners Haigreve Khaitan and Bhavik Narsana led the transaction. Maples and Calder has acted as Cayman Islands legal counsel in respect of the establishment, whilst Rajah and Tann led in respect of the formation, of TCM Asia Opportunities (US Feeder) Fund Ltd (Fund), which serves as a feeder fund to TCM Asia Opportunities Master Fund Ltd (Master Fund) to admit US investors. The Fund’s investment objective is to achieve long term absolute returns, sustained by capital appreciation and income, with a focus on capital preservation, by investing in markets and securities in the Asia Pacific region. As at launch of the Fund, the Master Fund’s total assets amounted to approximately US$390 million. Partner Nick Harrold led the transaction whilst Bingham McCutchen acted as US counsel. Maples and Calder has also acted as BVI counsel to China Merchants Finance Ltd in respect of its issuance of US$500 million 5 percent notes due 2022 guaranteed by China Merchants Holdings (International) Company Ltd and listed on the HKSE. The sole global coordinator was BofA Merrill Lynch whilst BofA Merrill Lynch, Deutsche Bank, Standard Chartered, Bank of China (Hong Kong) Ltd, ING and Mitsubishi UFJ Securities acted as joint book-runners and joint lead managers. Partner Jenny Nip led the transaction whilst Linklaters, led by partner William Liu, acted as Hong Kong counsel to the issuer and guarantor. Clifford Chance, led by partner Matt Fairclough, acted as Hong Kong counsel to the joint book-runners and joint lead managers. Shook Lin & Bok has acted for Oversea-Chinese Banking Corporation Ltd as the issue manager, underwriter and placement agent in respect of the listing and IPO of Global Premium Hotels Pte Ltd, the hotel business arm of SGX-listed property company Fragrance Group Ltd, on the SGX to raise aggregate gross proceeds of S$117 million (US$93.4m). Partner Teo Yi Jing led the transaction. Skadden is representing China XD Electric Co Ltd in respect of its joint venture with General Electric Company’s Digital Energy business to deliver a full line of electric transmission, distribution and grid automation solutions to customers around the world. China XD is the world’s premier supplier of smart grid primary equipment and a Chinese state-controlled conglomerate listed on the Shanghai Stock Exchange. GE’s Digital Energy Business is a supplier of smart grid secondary equipment. Partners Gregory Miao and Daniel Dusek led the transaction whilst Haiwen & Partners, led by Jiping Zhang and Liping Li, served as PRC counsel. Weil, Gotshal & Manges, led by Steven Xiang, represented General Electric. Sullivan & Cromwell has represented Collective Brands Inc in respect of its approximately US$2 billion acquisition by a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital. The deal was announced 1 May 2012. The advisory team included partners Frank Aquila, Melissa Sawyer, Neal McKnight, Matthew Friestedt and Ronald Creamer Jr. Sullivan & Cromwell has also represented Gildan Activewear Inc (Canada) in respect of its US$88 million acquisition of Anvil Holdings Inc (US). Partners Brian Hamilton, David Spitzer and Ronald Creamer Jr led the transaction which was announced on 3 May 2012. Weil, Gotshal & Manges has represented Lion Capital (Lion) as the selling sponsor in respect of the agreement between Bright Food (Group) Co Ltd (Bright Food), one of China’s largest food groups, and funds advised by Lion whereby Bright Food will acquire 60 percent of the share capital of The Weetabix Food Company (Weetabix) for £1.2 billion (US$1.9b), including company shares and debt. The remaining 40 percent of the shares will continue to be held by Lion and management. Completion of the transaction is expected in the second half of 2012, subject to regulatory and government approvals in China as well as certain anti-trust approvals. WongPartnership has acted for Ascendas Pte Ltd in respect of its issue of S$300 million (US$240m) 4.75 percent perpetual capital securities. DBS Bank Ltd, Citigroup Global Markets and Credit Suisse (Singapore) Ltd were joint lead managers and bookrunners. DBS Bank Ltd was also the sole global coordinator. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter. WongPartnership has also acted for Sincere Holdings Ltd in respect of the sale of the entire shareholding in the capital of Sincere Watch Ltd to Be Bright Ltd. Partners Chan Sing Yee and Kenneth Leo led the transaction. |
Deals – 3 May 2012
Allen & Gledhill has acted as Singapore law counsel for PT Alam Sutera Realty Tbk (Alam Sutera) in respect of its issue, through its wholly-owned Singapore-incorporated subsidiary, Alam Sutera International Private Ltd, of US$150 million 10.75 percent senior notes due 2017. The high yield bonds are guaranteed by Alam Sutera and other subsidiary guarantors and have the benefit of a security package. Morgan Stanley Asia (Singapore) Pte and UBS AG Singapore Branch acted as joint book-runners and lead managers. Partner Glenn Foo led the transaction.
Allens is advising Melbourne-based anti-infective drug development company Biota Holdings Ltd in respect of its proposed merger with NASDAQ-listed firm Nabi Biopharmaceuticals. Under the deal, which was announced on 23 April 2012, Biota has agreed to move to the US where it will combine with Nabi to become Biota Pharmaceuticals. The new company will be listed on the NASDAQ. Amarchand & Mangaldas & Suresh A Shroff Co has acted as the sole legal advisor to Bollywood film producer and distributor Eros International Plc in respect of its acquisition of the remaining 76 percent stake in the digital broadcasting firm B4U Television Network in a cash-plus-stock deal worth US$53.1 million. The deal will enable Eros International to acquire control over the channel and strengthen its presence in the entertainment value chain. Eros International Plc, which is promoted by the Lulla family, is listed on London’s AIM exchange and is the parent firm of the Indian public company Eros International Media Ltd. Partner Puja Sondhi led the transaction. B4U Television Network was advised by Cleary Gottlieb. AZB & Partners has advised Muthoot Finance Ltd in respect of its public issue of secured non-convertible debentures aggregating to approximately INR2.6 billion (US$50m). ICICI Securities Ltd, HDFC Bank Ltd, JM Financial Consultants Private Ltd, Karvy Investor Services Ltd, RR Investors Capital Services (P) Ltd and YES Bank Ltd were lead managers to the issue. There were no co-lead managers. The prospectus was filed on 23 February 2012 while the securities were admitted to trading on 23 April 2012. Partner Srinath Dasari led the transaction. Clifford Chance has advised Haitong Securities Company Ltd in respect of its US$1.68 billion H share offering, the largest IPO listing on the HKSE this year. Haitong International, JP Morgan, Credit Suisse, Deutsche Bank, Citigroup and UBS acted as joint global coordinators and joint book-runners on the global offering. HSBC, Nomura, ICBC International, Standard Chartered and BoCom International were also joint book-runners. Partners Cherry Chan and Tim Wang led the transaction. Paul Hastings, led by partners Raymond Li, Catherine Tsang and Steven Winegar, advised the joint global coordinators and joint book-runners. Clifford Chance has also acted for funds advised by CVC Asia Pacific Ltd in respect of its US$105 million investment in convertible bonds issued by Venturepharma Group in China. Venturepharma is an integrated specialty pharmaceutical company that has a broad product portfolio in a number of fast growing therapeutic areas, particularly central nerve system (CNS) and anti-allergy. Partner Terence Foo led the transaction. J Sagar Associates has advised TVS Logistics Services Ltd (TVSLSL) in respect of a first round of funding by Kohlberg Kravis Roberts (KKR) and a simultaneous second round of funding by Goldman Sachs (GS) into TVSLSL. The aggregate amount of funding by KKR and GS would be INR2.69 billion (US$50.8m). Partners Vivek Chandy and Raj Ramachandran led the transaction. KKR was represented by AZB Mumbai and GS by AZB Delhi. Khaitan & Co has advised Jagran Prakashan Ltd (JPL), one of India’s largest media conglomerates, in respect of the acquisition of 100 percent equity stake in Suvi Info Management (Indore) Private Ltd (Suvi), the parent company of Naidunia Media Ltd which is in the business of printing and publication of “Naidunia” newspaper in Madhya Pradesh, Chhattisgarh and New Delhi/Ghaziabad. Partner Rajat Mukherjee advised on the transaction. Khaitan & Co has also advised Giorgio Armani SpA (Armani) in respect of the termination of its existing arrangements for retail trading in India and on franchise agreement for appointing Genesis La Mode Private Ltd, a subsidiary of Genesis Luxury Fashion Pvt Ltd, as its franchisee for retail sales in India under the labels “Giorgio Armani”, “Emporio Armani”, “Armani Jeans” and “Armani Collezioni”. Partners Anand Mehta and Rabindra Jhunjhunwala advised on the transaction. King & Wood Mallesons has acted for Singapore’s Keppel Telecommunications & Transportation, a leading logistics and high-availability data centre provider, in respect of its entry into the Australian market through a joint venture investment with the Brisbane based data communications services provider iseek Communications. The joint venture will manage the Gore Hill Data Centre Facility in Gore Hill, Sydney, Australia. Mark Bayliss and Andrew Cork led the transaction. King & Wood Mallesons has also acted for Pramerica Real Estate Investors in respect of its acquisition of 215 Adelaide Street, Brisbane, Australia for A$134.5 million (US$139m), making the deal one of the largest real estate transactions in Brisbane in recent times. The acquisition was made by Pramerica on behalf of a German institutional client. 215 Adelaide Street is a prominent 28 level office tower, including two levels of retail at 215 Adelaide Street, and the Rowes Building at 235 Edward Street, Brisbane. Partner Sue Kench led the transaction. Maples and Calder has acted as Cayman Islands law and BVI law counsel to China Shanshui Cement Group Ltd in respect of its issuance of US$400 million 10.5 percent senior notes due 2017 listed on the SGX. China Shanshui Cement Group Ltd is one of the largest producers of clinker and cement in China and has been listed on the HKSE since July 2008. The transaction represents the first high-yield Chinese industrial name to price since May 2011. Credit Suisse, Deutsche Bank, HSBC and JP Morgan are the joint lead managers and book-runners. Partner John Trehey led the transaction. Paul Hastings has advised Alpha Investment Partners Ltd, a real estate investment advisory firm headquartered in Singapore and managing various real estate funds across Asia, in respect of the completion of the sale for HK$1.2 billion (US$154.7m) of Shama Serviced Apartments Causeway Bay at No.8 Russell Street, Hong Kong by its subsidiary, Pogain Ltd, to Panasia International Ltd. Partner Vivian Lam led the transaction. Shook Lin & Bok has acted for Oversea-Chinese Banking Corporation Ltd as the issue manager, underwriter and placement agent in respect of the listing and IPO on the SGX of Global Premium Hotels Pte Ltd, the hotel business arm of SGX-listed property company Fragrance Group Ltd, to raise aggregate gross proceeds of S$117 million (US$94.3m). Partner Teo Yi Jing led the transaction. Sidley Austin has represented GT Capital Holdings Inc (GT Capital), a major Philippine conglomerate with interests in market-leading businesses across banking, real estate development, power generation, automotive and life insurance, in respect of one of the largest IPOs on the Philippine Stock Exchange. The IPO, listed on 20 April 2012, was comprised of both a domestic retail and international institutional offering and raised approximately PhP18.8 billion (US$439.6m). Partner Alex Lloyd led the transaction. Sullivan & Cromwell is representing Collective Brands Inc in respect of its approximately US$2 billion acquisition by a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital. The deal was announced on 1 May 2012. The advisory team includes partners Frank Aquila, Audra Cohen, Melissa Sawyer, Neal McKnight, Matthew Friestedt and Ronald Creamer Jr. WongPartnership has acted for Ascendas Pte Ltd in respect of the issue of S$300 million (US$242m) 4.75 percent perpetual capital securities. DBS Bank Ltd, Citigroup Global Markets and Credit Suisse (Singapore) Ltd were joint lead managers and bookrunners. DBS Bank Ltd was also the sole global coordinator. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter. WongPartnership has also acted for Sincere Holdings Ltd in respect of the sale of the entire shareholding in the capital of Sincere Watch Ltd to Be Bright Ltd. Partners Chan Sing Yee and Kenneth Leong acted on the matter. |
Deals – 26 April 2012
Allen & Gledhill has acted as Singapore law counsel for CIMB Group Sdn Bhd in respect of its acquisition of certain of The Royal Bank of Scotland plc’s Asia Pacific cash equities and associated investment banking businesses. The transaction is valued at £88.4 million (US$143m).
Allen & Gledhill has also advised DBS Bank Ltd (DBS), Citigroup Global Markets Singapore Pte Ltd (Citi) and Credit Suisse (Singapore) Ltd as the joint lead managers in respect of Ascendas Pte Ltd’s issue of S$300 million (US$241.5m) 4.75 percent perpetual capital securities. DBS and Citi were also the joint structuring advisers and DBS was the sole global coordinator. Partners Margaret Chin and Glenn David Foo led the transaction. AZB & Partners is advising Zumrut Investments Ltd Mauritius, an affiliate of Kohlberg Kravis Roberts & Co LP (KKR), in respect of the proposed acquisition of an aggregate amount of approximately INR2.42 billion (US$47m) by KKR of equity shares of TVS Logistics Services Ltd Chennai. Partner Ashwin Ramanathan led the transaction which was announced on 19 April 2012 and is yet to be completed. AZB & Partners has also advised L&T Infrastructure Finance Company Ltd in respect of its public issue of Tranche 2 of long term infrastructure bonds with face value of INR1,000 (US$19) each, in the nature of secured, non-convertible debentures, having benefit under section 80CCF of the Income Tax Act, 1961, for an aggregate amount up to approximately INR3 billion (US$57m) with an option to retain an oversubscription of up to approximately INR11 billion (US$210m) for the FY 2012 for allotment of additional Tranche 2 Bonds (including the amount received against the allotment of the Tranche 1 Bonds). Allotment of Tranch 2 bonds was completed on 24 March 2012. Partner Shameek Chaudhuri led the transaction. Clayton Utz has advised the Tasmanian Government in respect of the sale of TOTE Tasmania, the state-owned totalisator wagering operator, which was completed on 26 March 2012. The competitive sale process commenced in mid 2011 and involved a number of complex issues and unique challenges. The Government sold TOTE Tasmania Ltd to TattsBet Ltd for total upfront proceeds of approximately US$118.4 million plus an entitlement to certain potential future GST benefits of up to US$43.6 million. Partner Tony Rein led the transaction. Clayton Utz has also acted for Iluka Resources Ltd in respect of the replacement of its existing syndicated term loan facility of A$445 million (US$461.3m). The facility was refinanced through the entry into of a series of five year bilateral revolving credit facilities totalling A$800 million (US$829.3m) with a number of domestic and foreign institutions. Iluka Resources Ltd is involved in the exploration, project development, operation and marketing of mineral sands products. It is the major producer of zircon globally and the largest producer of the high-grade titanium dioxide products of rutile and synthetic rutile. Its main assets and operations are located in Australia, with a mining and processing operation in Virginia, USA. Partner Rohan Mishra led the transaction. Clifford Chance has advised Brilliant Circle Holdings International Ltd in respect of its purchase of a 60 percent stake in Giant Sino Investments Ltd, part of Emperor Great Investments Ltd, for HK$720 million (US$92.8m). Brilliant Circle is involved in the design, prepress and printing of packaging of high end consumer goods, and is one of the largest manufacturers of cigarette packaging in China. The Giant Sino Investments group is also engaged in the business of the printing of cigarette packages. Partners Neeraj Budhwani and Terence Foo led the transaction. Clifford Chance has also advised Temasek Holdings (Private) Ltd in respect of its US$2.3 billion acquisition of the H shares of Industrial and Commercial Bank of China Ltd held by The Goldman Sachs Group Inc. Partners Amy Lo and Simon Cooke led the transaction. Davis Polk has advised Morgan Stanley & Co International & Co plc, Deutsche Bank AG Singapore Branch and Oversea-Chinese Banking Corporation Ltd as initial purchasers in respect of the S$175 million (US$140.8m) Regulation S only offering by Central China Real Estate Ltd of its 10.75 percent senior notes due 2016. Duane Morris Vietnam has represented Vietnamese state-owned enterprise Hanel Co Ltd in respect of the acquisition of 70 percent equity in Hanoi Daewoo Hotel from its joint venture partner, Daewoo Engineering & Construction Co Ltd. The firm represented Hanel in its dealings with both the seller and the other sponsors supporting Hanel in the transaction which was valued at about US$100 million. Hanoi Daewoo Hotel is one of the largest and most established five-star hotels in Hanoi. The closing of the deal marks one of the very first transactions in Vietnam where a state-owned enterprise has successfully acquired full ownership of a five-star hotel in Vietnam from a foreign owner. Oliver Massmann, Giles Cooper and Hoang Minh Duc led the transaction. Eversheds has advised New World China Land Ltd (NWCL) in respect of reportedly the biggest corporate dim sum bond issue ever, raising a total of RMB4.3 billion (US$682.5m). The transaction was completed in two stages, with a RMB2.8 billion (US$444.4m) debut issuance immediately followed by a re-tap issuance of RMB1.5 billion (US$238m). Both tranches were consolidated to form a single series. The Regulation S deal was priced at 8.5 percent for a three-year tenor due 2015 whilst the re-tap issuance was sold with a premium at 100.972 percent. The bonds are listed on the HKSE. Lead managers for the transaction are BOC International and HSBC. The initial issuance was completed on 11 April 2012 whilst the re-tap issuance closed on 19 April 2012. Partners Kingsley Ong and Stephen Mok led the transaction. Maples and Calder, led by partner Christine Chang, acted as Cayman Islands counsel in the RMB1.5 billion (US$238m) re-tap issue. Clifford Chance, led by partners Connie Heng and Matt Fairclough, advised HSBC and BOCI Asia Ltd as joint lead managers and bookrunners on the inaugural RMB2.8 billion (US$444.4m) bonds issue. Fried, Frank, Harris, Shriver & Jacobson has represented Merrill Lynch Far East Ltd as placing agent in respect of a secondary placement of shares in Daphne International Holdings Ltd by Top Glory Assets Ltd as the selling shareholder for approximately US$42 million. Daphne is principally engaged in the manufacturing, marketing and distribution of ladies’ footwear under its own and licensed brands. Daphne’s ordinary shares are listed on the HKSE. Partners Joshua Coleman and Carolyn Sng led the transaction. Gibson, Dunn & Crutcher’s Singapore office has represented Wolverine World Wide Inc in respect of setting up a joint venture in India with Tata International Ltd for the sale and distribution of certain Wolverine World Wide brands in India. Partner-in-Charge Jai Pathak led the transaction. Tata International Ltd’s team was led by Janaki Chaudhri, with assistance from Dudhat Pereira & Associates. Khaitan & Co has filed a pre-merger notification with the Competition Commission of India (CCI) and obtained approval for the proposed amalgamation between India Power Corporation Ltd (IPCL) and DPSC Ltd (DPSC). IPCL and DPSC are leading companies engaged in the business of power generation and distribution. Partner Manas Kumar Chaudhuri represented the clients on the matter. Khaitan & Co has also advised Arcadis NV Netherlands (Arcadis) in respect of the Indian leg of the acquisition of Davis Langdon and Seah Group by way of a merger agreement. Arcadis is an international organisation that provides consultancy, design, engineering and management services for infrastructure, water, environment and buildings. The transaction involved advice in relation to the indirect acquisition of the Indian subsidiary of the DLS Group (DLS India), regulatory, tax and anti-trust advice on the structure of the acquisition, conducting legal due diligence on DLS India and preparing documentation in relation to acquisition of interest in DLS India. Partner, Rabindra Jhunjhunwala led the transaction and advised on the Corporate aspects with assistance from Partner, Sanjay Sanghvi on the direct tax aspects of the transaction. King & Wood Mallesons has acted for AUS$rill Ltd in respect of the establishment of a revolving credit facility agreement with Commonwealth Bank of Australia which will assist AUS$rill with working capital funding needs for its Australian-based operations. The bilateral financing was structured such that other lenders in Australia or abroad can later finance on a club or syndicated basis, allowing AUS$rill to enjoy funding flexibility in the future. Based in Western Australia, AUS$rill is a diversified mining and services company with operations in Australia, the United Kingdom and Africa. Partner Nicholas Creed led the transaction. Freehills acted for Commonwealth Bank of Australia as agent, security trustee and lender on the transaction. King & Wood Mallesons has also acted as Australian legal counsel for Nestlé in respect of its global acquisition of the Pfizer Infant Nutrition business which was announced on 23 April 2012. Nestlé has signed an agreement to acquire Pfizer’s Infant Nutrition business for a total purchase price of approximately US$11.85 billion. Partners Mike Barker and Sharon Henrick led the transaction. Latham & Watkins has represented Merrill Lynch (Asia Pacific) Ltd and Merrill Lynch Far East Ltd, who acted as sole financial advisor and underwriter for Sinopec Kantons Holdings Ltd (Sinopec Kantons) in respect of Sinopec Kantons’ HK$2.22 billion (US$286.1m) acquisition of interests in five joint ventures in the PRC from its ultimate controlling shareholder, China Petroleum & Chemical Corporation, and HK$3.49 billion (US$449.8m) rights issue. The proceeds of the rights issue will be used to fund the acquisition and develop Sinopec Kantons’ business. Partners Cathy Yeung, Allen Wang and Stanley Chow led the transaction. Maples and Calder recently assisted high profile portfolio manager Tat AuYeung and his management company AD Capital Management (previously known as Apex Capital) in Hong Kong in respect of its restructure of its funds, namely the AD China Opportunity Fund and AD Greater China Alpha Fund. Each fund is set up in a master/feeder structure. Partner Ann Ng led the transaction. Paul Hastings has advised CDH Investments (CDH), an international alternative asset fund manager and one of the largest private equity firms in China, as the subscriber in respect of Hong Kong-based Tse Sui Luen Jewellery (International) Ltd’s (TSL) HK$250 million (US$32.2m) Tranche 1 convertible bond issuance. The deal marks the first time that CDH has invested in a Hong Kong-listed company over the past few years. The convertible bonds are due in 2017 and TSL has an option to elect to issue to CDH, and CDH has conditionally agreed to subscribe for Tranche 2 Bonds in an aggregate principal amount of up to HK$200 million (US$25.8m). Partners Raymond Li and Roger Peng led the transaction. Rajah & Tann has advised Hong Leong Asia Ltd, Hong Leong Climate Control Holdings Pte Ltd (HL1) and Fedders Investment Holdings Pte Ltd (HL2) in respect of the group’s acquisition of 80 percent of the issued share capital of Airwell Air-conditioning (Asia) Company Ltd (Airwell Asia) from ACE SAS for a total investment of approximately US$31.4 million; and the acquisition of the entire issued share capital of Fedders Hong Kong Company Ltd (FHK) from Elco Holland BV (EHL) for a total cash consideration of US$2 million. Airwell Asia and its subsidiary, Airwell Air-conditioning Technology (China) Co Ltd (ATC), are in the business of designing, manufacturing and the distribution of air-conditioning systems under the “Airwell” brandname used in residential, commercial, and industrial applications. ATC is a Sino-foreign equity joint venture company established in Taicang City, Jiangsu Province, PRC. ATC is in the process of constructing a new factory in Taicang City, PRC to manufacture air-conditioning systems. FHK owns the “Fedders” trademark, an air-conditioning brand established since 1896. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh led the transaction which was completed on 11 April 2012, subject to post-closing audit and adjustments. Baker & McKenzie acted for ACE SAS, Elco Holland BV and Elco Holdings Ltd. Deacons is advising HL1 and HL2 on Hong Kong laws whilst Global Law Office is advising on PRC laws. Shook Lin & Bok’s Singapore office is advising Morgan Stanley and Credit Suisse, as joint financial advisers to DBS Group Holdings Ltd (DBS), in respect of the proposed acquisition of PT Bank Danamon Indonesia Tbk (Danamon) by DBS. On 2 April 2012, DBS entered into a conditional share purchase agreement with a unit of Temasek Holdings to acquire its 67.37 percent stake in Danamon for a total consideration of approximately S$6.2 billion (US$5b). Upon completion of the acquisition, DBS will make a mandatory tender offer to acquire the remaining listed shares from the other shareholders of Danamon which amounts to approximately S$2.9 billion (US$2.3b). The total value of the proposed acquisition is approximately S$9.1 billion (US$7.3b). The deal represents the biggest takeover to date of an Indonesian firm and the biggest takeover by a Southeast Asian lender. Partners David Chong and Michelle Phang are leading the transaction. Stamford Law is advising Catalist-listed Asia-Pacific Strategic Investments Ltd in respect of a S$568 million (US$454m) reverse takeover by Bright Eagle Enterprises Group Ltd (BEEGL), an engineering solutions provider in the power generation industry. The proposed deal will give APS 100 percent ownership of two joint development agreements secured by BEEGL involving the conversion of up to seven fuel oil-based generation units into coal-based power generators in Pakistan. The transaction will involve the disposal of APS’ current bereavement care services businesses as part of the purchase consideration. Partner YAP Wai Ming is leading the transaction, which was announced on 17 April 2012. Stephenson Harwood has acted for Lion Air, Indonesia’s largest carrier, in respect of its first asset-backed bond issuance, the proceeds of which are being used to finance four new Boeing 737-900 ER aircraft worth over US$250 million at catalogue prices. The fixed-rate global note, which is guaranteed by the US Ex-Im Bank, is the first asset-backed bond to be completed by an airline in South Asia and is only the second issuance by an Asian airline to be guaranteed by the US Ex-Im Bank. The global note, issued on 19 April 2012, was over-subscribed and achieved one of the lowest coupon rates seen in export credit agency-backed capital markets financings to date. The global note was arranged by BNP Paribas. Global head of aviation Paul Ng led the transaction whilst Milbank acted as special capital markets counsel to Lion Air. Clifford Chance acted for BNP Paribas whilst Zuckert, Scoutt & Rasenberger acted as lead counsel to US Ex-Im Bank, with Vedder Price PC as special capital markets counsel to US Ex-Im Bank. Sullivan & Cromwell has represented Allianz SE (Germany) in respect of the closing of the repurchase by The Hartford Financial Services Group Inc (US) of junior subordinated debentures and warrants first issued in 2008 by The Hartford to Allianz for approximately US$2.4 billion. Partners William Torchiana, Andrew Soussloff and Michael Escue led the transaction which was announced on 17 April 2012. Sullivan & Cromwell has also represented the Canada Pension Plan Investment Board (CPPIB) in respect of its agreement to acquire significant minority stakes in five major Chilean toll roads from Atlantia SpA (Italy). The agreement involves CPPIB acquiring a 49.99 percent interest in Grupo Costanera (Chile). CPPIB will commit an equity investment of CLP560 billion (US$1.15b) for the transaction. Partners Benjamin Perry, Richard Morrissey, Christopher Mann and Juan Rodriguez led the transaction which was announced on 19 April 2012. Watson, Farley & Williams’ Singapore office has advised TeraSea Pte Ltd, a joint venture between Singapore listed Ezion Holdings and Seabridge Marine Services, in respect of loan facilities each made available by Sumitomo Mitsui Banking Corporation (SMBC) and Japan Bank for International Cooperation (JBIC) in an aggregate of US$53 million. The loans are backed by Nippon Export and Investment Insurance (NEXI) which will provide a 6 year US$26 million buyer’s credit insurance to cover the loans granted by SMBC. Proceeds of the facilities will be used to fund the construction of two ocean towing/salvage tugs at Japanese shipbuilder Universal Shipping Corporation. Partner Andrew Nimmo led the transaction. WongPartnership has acted for DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint issue managers, book-runners and underwriters, in respect of a Regulation S IPO of Bumitama Agri Ltd which raised proceeds of over S$243.9 million (US$196.3m). Partner PONG Chen Yih acted on the matter. WongPartnership has also acted for Keppel Telecommunications & Transport Ltd in respect of a joint venture agreement with the Jilin City government to jointly develop and operate the Sino-Singapore Jilin Food Zone International Logistics Park to serve the Sino-Singapore Jilin Food Zone. Partner Joseph He acted on the matter. |
Deals – 19 April 2012
Amarchand & Mangaldas & Suresh A Shroff Co has acted as Indian legal advisor to eClerx Services Ltd in respect of a definitive agreement to acquire 100 percent of Agilyst Inc, a closely held US based KPO company, through its overseas subsidiary eClerx Investments Ltd. Post-acquisition, Agilyst will operate as a fully owned subsidiary of eClerx and Agilyst’s management team will continue to manage day-to-day operations. The consideration for the acquisition will be all cash and includes a substantial earn out component based on Agilyst’s future performance. Partner Akila Agrawal led the transaction whilst Eckert Seamans Cherin & Mellott, represented by John W Pauciulo, was the US legal advisor. Wilson Sonsini Goodrich & Rosati, led by partner Mark R Fitzgerald, acted as the legal advisor to the promoters of Agilyst.
Amarchand & Mangaldas & Suresh A Shroff Co has also advised Japan’s largest non-life insurer, Mitsui Sumitomo, in respect of a transaction which involved a purchase of a 26 percent stake from New York Life Insurance (NYL) in Max New York Life Insurance (MNYL) for INR2,731 crores (US$530m). The deal is significant, as NYL was holding its stake in MNYL through Mauritius and contended that no tax is liable to be paid in India, owing to the Indo-Mauritius tax treaty benefits. The estimated tax liability is approximately INR350 crores (US$67.6m). The firm negotiated full tax withholding along with indefinite tax indemnity without cap, on account of growing uncertainty in Indian tax landscape, particularly in the wake of proposed GAAR provisions and DTC. For tax negotiation, NYL was represented by Freshfields and BMR whereas Mitsui was represented by Paul Weiss and Amarchand, led by partner Nivedita Rao. AZB & Partners has advised Sunteck Ltd Realty in respect of its acquisition, through its subsidiary, along with Kotak Private Equity Group in non-convertible and optionally convertible debentures of Satguru Corporate Services Private Ltd which is engaged in a mixed use project. Partner Yogesh Bhattarai led the transaction which was valued at approximately US$61 million and was completed on 23 February 2012. AZB & Partners has also advised Valiant Mauritius Partners FDI Ltd in respect of its acquisition of (i) equity shares representing up to 22.74 percent of the equity share capital of Shriram Housing Finance Ltd and (ii) equity shares by Shriram City Union Finance Ltd representing approximately 77.25 percent of the equity shares of Shriram Housing Finance Ltd for an aggregate consideration of approximately INR1.7billion (US$33.33m). The aggregate consideration to be paid by Shriram City Union Finance Ltd is approximately INR1.65 billion (US$32.34m). Partner Shuva Mandal led the transaction which was completed on 3 April 2012. Clifford Chance has advised HKSE listed hotel owner and operator Shangri-La Asia Ltd in respect of its US$600 million 4.75 percent five-year notes issuance. Partner Connie Heng led the transaction. Clifford Chance has also advised Vincom Joint Stock Company, the largest property developer in Vietnam, in respect of its US$185 million 5 percent five-year convertible bonds with an upsize option to US$250 million. The transaction was led by partners Crawford Brickley and Connie Heng. CMS Hasche Sigle has advised Evans Analytical Group (EAG) in respect of its acquisition of PTRL Labor für Umwelt- und Pestizidchemie GmbH (PTRL Europe) of Ulm, Germany, and the legally independent company PTRL West Inc (USA). The leading laboratory network adds analytical services for agrochemical companies to its portfolio of service offerings for high-tech industries. EAG is majority owned by Odyssey Partners, a private equity firm with more than US$2 billion in capital under management. PTRL provides regulatory testing worldwide for leading international agrochemical companies and offers specialised services in analytical chemistry to assist in the required regulatory testing to bring new pesticides to market. The companies complement the Life Sciences Division of EAG. Partner Dr Heike Wagner led the transaction. Davis Polk has advised Mongolian Mining Corporation (MMC) in respect of its Rule 144A/Regulation S offering of HK$600 million (US$77.3m) 8.875 percent senior high yield notes due 2017 guaranteed by certain MMC subsidiaries. ING Bank NV Singapore Branch, JP Morgan Securities Ltd and Merrill Lynch International were the joint book-runners and joint lead managers whilst Standard Bank and Standard Chartered Bank were the joint lead managers. Concurrently, the firm advised MMC as borrower on its English law governed secured term loan facilities of up to HK$300 million (US$38.66m). Standard Bank was the lead arranger and the facilities were guaranteed by the same MMC subsidiaries as those in the notes offering. An inter-creditor agreement was negotiated for both the notes offering and the loan to govern the ranking and priority between the bondholders and Standard Bank and to provide common collateral. The advisory team included partners William F Barron, Antony Dapiran and John D Paton. Shearman & Sterling acted as counsel to the joint book-runners and joint lead managers whilst Clifford Chance acted as counsel to the lead arranger. Freshfields Bruckhaus Deringer has advised Chailease Finance (BVI) in respect of its debut issue of offshore renminbi bond at 5 percent for a tenor of three years. The notes amounting to RMB750 million (US$119m) are guaranteed by the issuer’s parent company, Chailease Finance Co Ltd. The deal represents the first time a Taiwanese non-bank financial institution has issued a dim sum bond. Chailease is the largest leasing company in Taiwan with a leading market share of 43 percent by contract amount in 2011. The bonds will provide funds to support Chailease’s investments in China, as well as strengthening its financial position for further business growth. The joint lead managers and bookrunners were ANZ, Bank of China (Hong Kong) and Standard Chartered. Partner Andrew Heathcote led the transaction. Fried, Frank, Harris, Shriver & Jacobson has represented Merrill Lynch Far East Ltd, as placing agent, in respect of the top-up placement of 42 million shares of Vinda International Holdings Ltd (Vinda) for total proceeds of approximately US$61.32 million, and the secondary sale of 46.9 million shares by certain shareholders of Vinda for total proceeds of approximately US$87.94 million. Vinda is a leading manufacturer of tissue paper products in China. The ordinary shares of Vinda are listed on the HKSE. Partners Carolyn Sng and Joshua Wechsler led the transaction. Fried, Frank, Harris, Shriver & Jacobson has also represented Merrill Lynch Far East Ltd, as placing agent, in respect of a secondary placement of shares in Samsonite International SA by The Royal Bank of Scotland and CVC for total proceeds of approximately US$216 million. Samsonite is the world’s largest travel luggage company by retail sales value in 2010, with a 100-year heritage. The ordinary shares of Samsonite are listed on the HKSE. Partners Joshua Coleman and Carolyn Sng led the transaction. Khaitan & Co has advised Siemens Ltd in respect of filing a pre-merger notification with the Competition Commission of India (CCI) for the proposed amalgamation between Siemens Ltd and Siemens Power Engineering Private Ltd which has been approved by the CCI. Siemens Ltd is a global powerhouse in electronics and electrical engineering. Partner Manas Kumar Chaudhuri acted on the transaction. Khaitan & Co has also advised TA Associates in respect of the acquisition of minority stake in Indiaideas.com Ltd (Billdesk). TA Associates is one of the oldest private equity firms in the United States and one of the largest in the world, making growth capital investments in developing companies and acquiring mature companies through leveraged buyout and recapitalisation transactions. Partner Aakash Choubey acted on the transaction. King & Wood Mallesons has acted for Goldman Sachs as the underwriter in respect of the A$83.1 million (US$86.1m) capital raising to partially fund M2 Telecommunications Group’s acquisition of Primus Telcom Holdings, the Australian operations of the US-based Primus Telecommunications Group, for A$192.4 million (US$199.3m). The offer is a renounceable entitlement offer, with entitlements tradeable on ASX, therefore ensuring M2 shareholders are able to participate in the capital raising. M2 Telecommunications is Australia’s largest non-infrastructure based provider of telecommunications services. Under the deal, M2 will absorb Primus’ 165,000 customers, the iPrimus and Primus brands, 500 staff and the telco’s national network assets which include data centres and metro fibre rings. Partner Craig Semple led the transaction. Gilbert + Tobin advised M2 Telecommunications on the capital raising and debt funding whilst Lander + Rogers advised on the acquisition of Primus. King & Wood Mallesons’ energy and resources team has also advised Xstrata Copper in respect of the disposal of an interest in the Energía Austral hydroelectric development company to Origin Energy. Energía Austral is Chile’s leading geothermal exploration company, holding a number of significant electricity generation projects which have been designed under Xstrata’s industry-leading sustainable development standards. The transaction involved Origin Energy acquiring a majority interest in the Energía Austral project while Xstrata Copper will maintain a 49 percent interest in the project. Origin Energy will progressively invest up to US$75 million in project-development costs for the completion of a detailed project feasibility study, and, if the project is deemed viable, an additional US$75 million towards a final investment decision in 2015/2016. Xstrata Copper will be entitled to deferred payments where the project achieves certain revenue thresholds post-completion. Partner Stefan Luke led the transaction. Other firms which advised Xstrata were McCarthy Tétrault (Toronto, Canada), Cariola (Santiago, Chile) and Appleby (Bermuda). Origin Energy was advised by Freehills (Australia), Carey (Santiago, Chile) and Conyer (Bermuda). Latham & Watkins is representing HKSE and Nasdaq listed City Telecom (HK) Ltd (CTI) in respect of its proposed sale of Hong Kong Broadband Network (HKBN) and IDD businesses to Metropolitan Light Company Ltd, a company formed by CVC Funds. The transaction is valued at approximately HK$5 billion (US$644m). CTI is a provider of residential and corporate fixed network and international telecommunications services in Hong Kong. HKBN is a wholly owned subsidiary of CTI. Partners Michael Liu, Stanley Chow and Luke Grubb are leading the transaction. Maples and Calder has acted as Cayman Islands counsel to the launch of Athos Asia Event Driven Offshore Fund. Ascalon Capital Managers, a unit of Australia’s Westpac Banking Corp, is a seed investor in the fund which is an Asia Pacific event-driven hedge fund. The fund has been established as a master/feeder structure and is managed by Hong Kong SFC regulated Athos Capital Ltd. The transaction was led by partner Ann Ng. Maples and Calder has also acted as Cayman Islands counsel to New World China Land Ltd in respect of its issuance of CNY2.8 billion (US$444m) 8.5 percent bonds due 2015 listed on the HKSE. The transaction represents the issuer’s debut dim sum bond, which was the largest dim sum bond by a property developer. Partner Christine Chang led the transaction whilst Stephen Mok & Co, led by partner Stephen Mok, in association with Eversheds, acted as Hong Kong and English counsel. Clifford Chance, led by partner Connie Heng, acted as Hong Kong and English counsel to the joint lead managers and bookrunners BOCI and HSBC. Mayer Brown JSM has advised the partners of Davis Langdon & Seah (DLS) in respect of its merger with Arcadis NV (Arcadis), an international consultancy, design, engineering and management services company. DLS is the oldest and largest cost and project consultancy in Asia, with more than 2,800 employees in 37 offices across the region. All of the 15 international and 42 local partners of DLS will remain with the company after merger. Partner Stephen Bottomley led the transaction. Paul, Weiss, Rifkind, Wharton & Garrison has represented KKR China Healthcare Investment Ltd (KKR) in respect of its purchase agreement with China Cord Blood Corporation (CCBC), the largest cord blood banking operator in China, for an issuance to KKR of US$65 million principal amount notes convertible into CCBC common stock. NYSE listed CCBC is the first licensed cord blood banking operator in China. The investment will be used to support CCBC’s business expansion and to capitalise on China’s fast growing healthcare services industry. The transaction was announced on 11 April 2012. The advisory team included partners Jack Lange, Mark Bergman, Tracey Zaccone, Mark Mendelsohn and David Sicular. RHTLaw Taylor Wessing has acted as Singapore legal counsel to CW Group Holdings Ltd (CW Group) in respect of its listing on the Hong Kong Stock Exchange on 13 April 2012, with gross proceeds of approximately HK$216 million (US$27.8m). Guotai Junan Capital Ltd is the sole sponsor of this listing. CW Group, incorporated in the Cayman Islands, together with its subsidiaries in Singapore, the PRC and Malaysia, is a precision engineering solutions provider and machine tool manufacturer and distributor. Partners Tan Chong Huat, Chew Kok Liang and Amanda Chen led the transaction. Appleby, led by partner Judy Lee, acted as Cayman counsel whilst Li & Partners and Hills & Co advised as to Hong Kong and PRC laws, respectively. KK Chong & Company advised as to Malaysian law. RHTLaw Taylor Wessing has also advised Catalist listed China Fashion Holdings Ltd in respect of its proposed S$41.34 million (US$33m) acquisition of the entire issued and paid-up share capital of Golden Rainbow Enterprises Ltd, a company with interests in a producing oilfield in South Sumatra Province, Indonesia. Partner Ch’ng Li-Ling led the transaction. Shook Lin & Bok has acted for CMZ Holdings Ltd, a zipper manufacturer based in China, in respect of its voluntary delisting from the Mainboard of the SGX and privatisation by Value Harmony Ltd, which was valued at approximately S$56.6 million (US$45.2m). Partners Wong Gang and Tan Wei Shyan advised on the transaction. Skadden, Arps, Slate, Meagher & Flom has represented BOC International, Credit Suisse and Goldman Sachs (Asia) LLC as the joint lead managers and joint book-runners in respect of an offering of its US$400 million 6.875 percent senior notes due 2017. The notes are unconditionally and irrevocably guaranteed by HKSE listed Zoomlion Heavy Industry Science and Technology Co Ltd, a subsidiary of Zoomlion Heavy Industry Science and Technology Co Ltd, a leading China-based construction machinery manufacturer. The notes were sold in reliance on Rule 144A and Regulation S. Partners Alec Tracy and Edward Lam led the transaction. Stamford Law is advising Mainboard-listed Stratech Systems Ltd in respect of its share placement to raise proceeds of approximately S$1.5 million (US$1.2m). The proceeds from the placement will be used to finance general working capital purposes. The transaction team was led by Soh Chun Bin and Lim Swee Yong. Stamford Law has advised Bumitama Agri Ltd. (“Bumitama”) on its initial public offering and listing on the Mainboard of the SGX-ST. Bumitama is a young and fast-growing pure upstream palm oil producer that is based in Indonesia, and its listing – with a market capitalisation of S$1.31 billion – is the first sizeable new listing on the SGX-ST in 2012. The offering (excluding the cornerstone shares) was approximately 30.8 times subscribed. Partner Ng Joo Khin together with Associate Director, Marcus Tan, led the transaction. Sullivan & Cromwell is representing Amgen Inc in respect of its acquisition of KAI Pharmaceuticals for US$315 million in cash. The transaction, which was announced on 10 April 2012, has been approved by KAI stockholders and by the Board of Directors of each company. Completion of the transaction is subject to customary closing conditions, including regulatory approvals. Following the completion of the transaction, KAI will become a wholly owned subsidiary of Amgen. JP Morgan Securities LLC acted as exclusive financial advisor. The advisory team includes partners Frank Aquila, Krishna Veeraraghavan, Matthew Friestedt and Ronald Creamer. Advising KAI was Latham & Watkins. Sullivan & Cromwell is also representing Tinicum Incorporated as selling shareholder in respect of the acquisition of X-Rite Incorporated by Danaher Corporation for approximately US$625 million, including the assumption of debt, net of cash. The deal was unanimously approved by the X-Rite Board of Directors. Upon completion of the transaction, X-Rite, headquartered in Grand Rapids, Michigan, will operate as a stand-alone company within Danaher’s product identification group which is a part of their industrial technology segment. Partner Alison Ressler led the transaction which was announced on 10 April 2012 and is subject to regulatory approval and customary closing conditions. It is expected to close during the second quarter of 2012. Winston & Strawn served as legal advisor to X-Rite. Watson, Farley & Williams’ Singapore office has acted for PTSC South East Asia Pte Ltd, a joint venture between Petrovietnam Technical Services Corporation and Yinson Holdings Berhad, in respect of a term loan facility in order to partially finance the project costs in relation to the FSO “PTSC Bien Dong 1”. The facility was made available by Oversea-Chinese Banking Corporation Ltd (OCBC) and United Overseas Bank Ltd as mandated lead arrangers, with OCBC acting as facility agent and security agent. The FSO is under construction at Sungdong Shipbuilding & Marine Engineering Co Ltd and will be operated on the Bien Dong field offshore Vietnam. Partner Andrew Nimmo led the transaction. WongPartnership has acted for DBS Group Holdings Ltd (DBS) in respect of (i) the proposed acquisition of 67.37 percent of all issued shares of PT Bank Danamon Indonesia Tbk (Danamon) through the acquisition of Asia Financial (Indonesia) Pte Ltd (an indirect wholly-owned subsidiary of Temasek Holdings (Private) Ltd) for approximately S$6.2 billion (US$5b) to be satisfied by an issuance of shares by DBS; and (ii) the mandatory cash tender offer for the remaining listed shares of Danamon following the completion of the acquisition for approximately S$2.9 billion (US$2.3b). Partners Ng Wai King, Elaine Chan, Chan Sing Yee, Quak Fi Ling and Khoo Yuh Huey acted on the matter. WongPartnership has also acted for Cordlife Group Ltd in respect of its IPO of shares and listing on the SGX ST which raised gross proceeds of approximately S$29.7 million (US$23.7m) through an invitation comprising two million offer shares and 58 million placement shares. Partner Karen Yeoh acted on the matter. |
Deals – 12 April 2012
Allen & Gledhill has advised Homerun 28 Ltd, a subsidiary of LaSalle Asia Opportunity III SARL, in respect of a conditional share purchase agreement to sell its 95 percent interest in FirstOffice Pte Ltd to HSBC Institutional Trust Services (Singapore) Ltd, as trustee of CapitaCommercial Trust. FirstOffice owns the property known as Twenty Anson. Partners Steven Seow, Oh Hsiu Hau and Lyn Wee The led the transaction which was valued at approximately S$408 million (US$324.3m).
Allen & Gledhill has also advised Credit Suisse (Singapore) Ltd, JP Morgan (SEA) Ltd and UBS AG Singapore Branch as the joint book-running managers and joint lead managers in respect of MMI International Ltd’s issue of US$300 million 8 percent senior secured notes due 2017. Partners Tan Tze Gay and Bernie Lee led the transaction. Allens Arthur Robinson has advised ASX-listed real estate investment trust Investa Office Fund in respect of its acquisition from members of Investa Property Group of a 25 percent interest in 126 Phillip Street, Sydney (Deutsche Bank Place), one of the premier CBD office properties in Australia, and a 50 percent interest in 242 Exhibition Street, Melbourne, an A-Grade CBD office property that serves as the Telstra Global Headquarters. As the vendors in relation to both Deutsche Bank Place and the Telstra Global Headquarters were related parties of Investa Office Fund, the proposed acquisitions were subject to IOF unitholder approval which was successfully obtained on 27 March 2012. Allens Arthur Robinson has also advised FOXTEL, Australia’s largest subscription television provider, in respect of obtaining competition clearance of its proposed acquisition of regional subscription television provider AUSTAR United Communications Ltd. The acquisition, which was subject to clearance by the Australian Competition and Consumer Commission (ACCC), gained the necessary regulatory approval when the ACCC announced that it would not oppose the proposed acquisition of AUSTAR by FOXTEL after accepting court-enforceable undertakings from FOXTEL. Partner Jacqueline Downes led the transaction. Gilbert +Tobin advised Telstra; Freehills acted for Austar; and Allen & Overy represented Liberty. Akin Gump Strauss Hauer & Feld has advised OAO LUKOIL in respect of a project financing of up to US$500 million for the Khauzak-Shady and Kandym gas fields in Uzbekistan. The transaction was signed on 30 March 2012 with a consortium of lenders consisting of BNP Paribas (Suisse) SA, Crédit Agricole Corporate and Investment Bank, The Korea Development Bank, Asian Development Bank and Islamic Development Bank. The deal represents the biggest financing ever to a private company operating in the fuel and energy sector in Uzbekistan. Partner Robert Aulsebrook led the transaction. Shearman & Sterling advised the lenders. Amarchand & Mangaldas has advised FID Investments (Mauritius) Ltd, a part of the Fidelity group, in respect of the sale of its entire stake in FIL Fund Management Private Ltd and FIL Trustee Company Private Ltd, the asset management company and trustee company, respectively, of the Fidelity Mutual Fund, to L&T Finance Ltd. The transaction represents the first exit by the Fidelity group of an asset management business in its entire history. Upon completion of the proposed sale, the sponsorship, trusteeship and management of the schemes of the Fidelity Mutual Fund will be transferred to L&T Finance Ltd, L&T Mutual Fund Trustee Ltd and L&T Investment Management Ltd. The combined mutual fund will be the 13th largest in India. Partner Ashwath Rau led the transaction which was signed on 27 March 2012 and is subject to regulatory approvals. Ashurst is advising the Qantas Group in respect of the establishment of a 50:50 joint venture with China Eastern Airlines to create Jetstar Hong Kong. The new airline will be the first low cost carrier to be based in Hong Kong and will combine the local knowledge of China Eastern and the successful low cost carrier model of Jetstar in Australia to service short haul routes in Asia. Subject to regulatory approval, Jetstar Hong Kong will commence services in 2013 with a fleet of three Airbus A320s, growing to 18 A320s by 2015. Partner Robert Ogilvy Watson is leading the transaction. Ashurst is also advising Middle East jewellery manufacturer and jewellery and watch retailer Damas International Ltd (Damas) in respect of the US$445 million proposed recommended cash bid by Mannai Corporation and EFG Hermes for the entire issued and to be issued share capital of Damas. Mannai Corporation and EFG Hermes propose to acquire the shares for US$0.45 per share and on completion will hold indirect interests of 66 percent and 19 percent, respectively. Current majority shareholders Tawfique Abdullah, Tawhid Abdullah and Tamjid Abdullah will reinvest to hold an indirect 15 percent interest in the business. On successful completion, Mannai Corporation and EFG Hermes intend to delist and cancel trading in Damas’s shares. Partner Alastair Holland is leading the transaction. AZB & Partners has advised Tata Global Beverages Ltd in respect of the acquisition of a 4.17 percent stake in Mount Everest Mineral Water Ltd (MEMW) from the other promoters of MEMW, Foresight Holdings Pvt Ltd and Vinod Sethi. Partner Abhijit Joshi led the transaction which was valued at approximately US$ 5.5 million and was completed on 28 March 2012. AZB & Partners has also advised HBS Realtors Private Ltd (HBS Realtors) in respect of its issuance of 650,000 rated, secured, redeemable non-convertible debentures in three tranches with the face value of INR1,000 (US$19.43) each on a private placement basis, aggregating to INR650 million (US$13m). These debentures were later listed on the wholesale debt segment of the Bombay Stock Exchange. Partner Sai Krishna Bharathan led the transaction which was completed on 7 March 2012. Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners, (member firms of Baker & McKenzie International in Singapore and Indonesia), have advised a consortium comprising of PT Supreme Energy, International Power – GDF SUEZ and Sumitomo Corporation in respect of its long term Power Purchase Agreement in respect of the Muara Laboh geothermal power project and the Rajabasa geothermal power project with PT PLN, the Indonesian state-owned electricity utility, and the guarantee provided by Indonesia’s Ministry of Finance in respect of PT PLN’s obligations under that Power Purchase Agreement. The development and construction of these two projects is expected to be financed by the Japan Bank for International Cooperation and other international financial institutions. Luke Devine and Chew Chin led the transaction. Clayton Utz has acted for Bank of Queensland in respect of its fully underwritten accelerated non-renounceable pro rata entitlement offer and institutional placement to raise approximately A$450 million (US$463.7m). Partner Tim Reid is leading the transaction. Clifford Chance has advised China Minsheng Bank Corporation in respect of its Hong Kong share sale of US$1.44 billion. With UBS and Haitong as the lead placing agents, 1.65 billion new H-shares at HK$6.79 (US$0.87) apiece were issued and placed. Minsheng Bank, based in Beijing and founded in 1996, is China’s first non-state lender. Partner Tim Wang led the deal. Clifford Chance has also advised Standard Chartered Bank in respect of its investment, along with three other strategic investors National Council for Social Security Fund, UBS AG and CITIC Capital in China Cinda Asset Management Co. Ltd. (Cinda), one of the earliest-established state-owned financial asset management companies in China. The four strategic investors invested a total of RMB10.37 billion (US$1.64b) and will hold an aggregate of 16.54 per cent of the enlarged share capital of Cinda. All regulatory approvals for the transaction have been obtained. The transaction represents the first-ever foreign investment in a Chinese financial asset management company. Partner Terence Foo led the deal. Colin Ng & Partners has acted for Parkway East Hospital (operated by Parkway Hospitals Singapore Pte Ltd which is owned by Parkway Pantai Ltd, the largest private healthcare provider in Singapore) in respect of the lease of 30 hospital beds to Changi General Hospital (CGH), a public hospital under MOH Holdings Pte Ltd, the holding company of Singapore’s public healthcare assets, in a collaboration between a private and public hospital in Singapore. The agreement to lease 30 hospital beds for a term of five years is to meet the increasing need for healthcare and to ease the patient load at CGH by housing CGH patients at Parkway East Hospital. CGH patients housed at Parkway East Hospital will continue to be monitored by CGH doctors and pay subsidized rates. Partner Ho Soo Lih led the transaction. Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the loan funding to Green Venture Private Ltd, a company incorporated under the laws of Nepal, for its proposed 120 MW Likhu IV Hydro Electric Power Project on river Likhu Khola, tributary of Sapta Koshi River in Ramechhap and Okhaldunga districts of Nepal. The loan agreement has been executed and security documents are pending execution. Girish Rawat and Abhijit Shankar Roy advised on the matter. Dhir & Dhir Associates has also advised AMD Financial Services Private Ltd in respect of its investment into Sesha Tools Private Ltd, a Bangalore based company engaged in the business of manufacturing carbide tools. Girish Rawat advised on the matter. Freshfields Bruckhaus Deringer has advised the placing agents in respect of China Minsheng Banking Corporation Ltd’s share placement. Minsheng, China’s largest non-state-owned bank, has raised US$1.44 billion through issuing and placing 1.65 billion new H-shares in Hong Kong. The placing agents were UBS, Haitong, KBW and Jefferies. Partners Calvin Lai and Richard Wang led the transaction. Freshfields Bruckhaus Deringer has also advised Citizen Watch Co Ltd in respect of its acquisition of Switzerland-based Prothor Holding SA, a leader in the field of high quality mechanical movements and components for the mechanical watch industry. Prothor Holding SA became a subsidiary of Citizen Watch Co Ltd, a wholly-owned subsidiary of Citizen Holdings Co Ltd, on 2 April 2012. The acquisition is intended to allow Citizen to grow its high-end watch businesses and contribute to the strengthening of Citizen’s R&D ability in the area of Japan-made mechanical movements in the future. Partners Edward Cole and Takeshi Nakao led the transaction. Fried, Frank, Harris, Shriver & Jacobson has represented Bank of America Merrill Lynch in respect of the placement of US$150 million aggregate principal amount of 4.5 percent convertible bonds due 2017 issued by HKSE listed 361 Degrees International Ltd, a leading sportswear designer and manufacturer in China. The convertible bonds are listed on the SGX. Partners Carolyn Sng and Joshua Wechsler led the transaction. Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie in Indonesia, has advised DBS Group Holdings Ltd in respect of DBS’s conditional share purchase agreement with Fullerton Financial Holdings Pte Ltd (FFH) to acquire 100 percent of its wholly-owned subsidiary Asia Financial (Indonesia) Pte Ltd (AFI), which holds a 67.37 percent stake in PT Bank Danamon Indonesia Tbk (Danamon), for IDR45.2 trillion (US$4.94b), based on an agreed price of IDR7,000 (US$765) per Danamon share held by AFI. The total consideration would be paid in the form of 439 million new DBS shares at an issue price of S$14.07 (US$11.18) per new DBS share. Credit Suisse and Morgan Stanley have been appointed as the joint financial adviser on the proposed acquisitions of Danamon and Alliance. ING Bank NV will be appointed as independent financial adviser on the proposed acquisition of AFI. The transaction ranks as Asia’s fourth-biggest banking deal. Partner Tuti Hadiputranto led the transaction. Herbert Smith has advised Export-Import Bank of China (China Eximbank), a state bank solely owned by the Chinese government, in respect of its issuance of RMB4 billion (US$635m) bonds. The bonds, which were issued by China Eximbank in Hong Kong on 5 April 2012, included a tranche of RMB3 billion (US$476m) two-year bonds due 2014 and a tranche of RMB1 billion (US$159m) three-year bonds due 2015. Partner Tom Chau led the transaction. J Sagar Associates has advised PTC Financial Services (PFS) in respect of the sale of a 14.01 percent equity stake in Indian Energy Exchange Ltd, India’s largest power trading exchange, to private equity firm Multiples Alternate Asset Management floated by former ICICI Venture CEO Renuka Ramnath, for INR70.76 crore (US$7.74m). Prior to this transaction, PFS held 19.01 percent stake on fully diluted basis. Following the transaction, PFS’s shareholding in IEX is 5 percent, in line with the Central Electricity Regulatory Commission norms, under which an entity trading in power cannot hold more than 5 percent equity stake in a power exchange. Partner Rohitashwa Prasad led the transaction. J Sagar Associates has also advised Rico Auto Industries Ltd, an Indian listed company engaged in manufacturing and supply of auto components to customers globally, in respect of its exit from its joint venture with Continental AG, a German listed company engaged, in manufacturing and supply of braking components and products for the automotive industry. Rico has divested its entire 50 percent stake in the JV, Continental Rico Hydraulic Brakes India Private Ltd, an Indian private Ltd company engaged in manufacturing and supply of components for hydraulic brake systems, to a group company of Continental AG. Partner Venkatesh Raman Prasad led the transaction. Vaish Associates, headed by partner Bomi Daruwala, advised Continental AG and its affiliates involved in the transaction. Jones Day has advised Kotak Mahindra Capital Company Ltd (Kotak Mahindra) and UBS Securities India Private Ltd (UBS) in respect of the US$95 million private placement of equity shares of the Indian real estate company Godrej Properties Ltd (GPL) which closed on 30 March 2012. GPL is the first company to complete a placement through the recently enacted Institutional Placement Programme (IPP). IPPs have been introduced to enable publically listed companies to comply with the minimum public shareholding requirements of the securities laws of India. The IPP allows promoters to sell up to 10 percent of the company’s equity shares to institutional investors. Partner Manoj Bhargava led the transaction. S&R Associates, led by Sandip Bhagat, acted as domestic counsel to the lead managers while Amarchand & Mangaldas & Suresh A Shroff & Co, led by Yash Asher, acted as the domestic counsel to the issuer. Khaitan & Co has advised Madhya Pradesh State Industrial Development Corporation Ltd (MPSIDC) in respect of a Scheme of Arrangement & Compromise under Sections 391 to 394 of the Companies Act, 1956 of MPSIDC with its secured and unsecured creditors and 14.4 percent bond holders, including creditors who had filed winding up petitions, approved by the Ministry of Corporate Affairs, Government of India. Through this Scheme, MPSIDC has received a relief of over about INR450 crores (US$87.4m) from its creditors. Partner Sharad Vaid led the transaction. Khaitan & Co has also advised Berenson Mauritius Ltd in respect of the acquisition of a minority stake in Violet Arch Capital Advisors Private Ltd. Berenson Mauritius Ltd is a wholly owned subsidiary of Berenson and Company USA. Berenson & Company is an independent financial advisory and investment management firm. Partner Haigreve Khaitan led the transaction. KhattarWong has advised TRF Ltd in respect of its acquisition of a 49 percent stake in York Transport Equipment (Asia) Pte Ltd (York Singapore) from Baker Technology Ltd for approximately S$22.2 million (US$17.6m). TRF Holdings Pte Ltd, a wholly owned subsidiary of TRF Ltd, completed the acquisition on 27 March 2012. Prior to this acquisition, the firm also advised TRF Ltd in its acquisition of 51 percent stake in York Singapore through TRF Singapore Pte Ltd for approximately S$16.6 million (US$13.2m). Partner Nicholas Lim led the transaction. King & Wood Mallesons has acted for the joint book-runners for the convertible notes offer and the underwriters for the equity offer in respect of Beach Energy’s new combined capital raising of A$345 million (US$355.6m) non-renounceable entitlement offer and issue of convertible notes. The deal structure involved a fully underwritten one-for-eight pro-rata accelerated non-renounceable entitlement offer, at A$1.40 (US$1.44) a share to raise A$195 million (US$201m) with a parallel A$150 million (US$154.6m) offer of senior, unsecured convertible notes which are primarily being offered in Asian markets. Partners John Sullivan and Shannon Finch led the transaction whilst Linklaters advised the joint book-runners on the offshore elements and Skadden Arps, Slate Meagher & Flom advised the joint book-runners and joint underwriters on the US law aspects of the transaction. Piper Alderman and Sidley Austin acted for Beach Energy. King & Wood Mallesons has also acted for Xstrata plc and Glencore International plc in respect of Xstrata plc’s all-share merger with Glencore. Upon completion, the merger will be the largest of its kind in the mining industry to date and the largest M&A deal (in money terms) worldwide this year. Under the deal, Glencore, the world’s largest commodities trading company, will acquire all of the remaining 65 percent shareholding in Xstrata which it does not currently own. Glencore will offer 2.8 new shares to each shareholder in Xstrata, representing a 15.2 percent premium to Xstrata shareholders. The new entity, to be called Glencore Xstrata, will be one of the world’s largest diversified mining houses and have a combined market capitalisation of US$90 billion spanning mining, agriculture and trading. Partner Nicholas Pappas led the transaction. Majmudar & Co has advised the administrators of MF Global Overseas Ltd in respect of the sale of a majority stake in its Indian broking joint venture, MF Global Sify Securities India Private Ltd, to PhillipCapital, a leading financial services provider based in Singapore. MF Global Sify Securities India Private Ltd is one of the few existing profitable operations of MF Global since MF Global’s collapse into what has become the largest bankruptcy since Lehman Brothers in 2008 and the eighth largest in US history. In addition, the firm also advised the administrators of MF Global Overseas Ltd on the sale of its Indian subsidiaries to PhillipCapital. Partners Akil Hirani and Rukshad Davar led the transaction whilst Weil, Gotshal & Manges advised on English law. PhillipCapital was advised on Indian law aspects of the transaction by DSK Legal and on Singapore law by Rajah & Tann. Maples and Calder has acted as Cayman Islands counsel to BNY Mellon Asset Management Japan Ltd in respect of the establishment of Nikko Insight Emerging Market Corporate Bond Fund, a series trust of Mellon Offshore Funds. The investment objective of the fund is to seek to achieve an attractive yield by investing mainly in the global emerging market corporate debt asset class whilst maintaining or growing the capital of the fund. As at launch, approximately US$267 million was raised. Nick Harrold and Terence Ho led the transaction whilst Japanese legal advice was provided by Mori Hamada & Matsumoto. Maples and Calder has also acted as Cayman Islands counsel in respect of the establishment and launch of Macquarie Short Term Currency Alpha Trust for qualified institutional investors. The investment objective of the Fund is to add value by primarily trading in forwards in the Group of Ten (G10) currencies, namely the United States Dollar, Euro, Japanese Yen, Canadian Dollar, Swiss Franc, British Pound, Australian Dollar, New Zealand Dollar, Norwegian Krone and Swedish Krona. The fund may also invest in G10 currency options. As at launch, subscriptions totalling approximately US$20 million were received. Spencer Privett and Garry Manley led the transaction. Ogier has acted for Naibu, the 10th largest local sportswear brand in China, in respect of its recent £68 million (US$108m) listing on the AIM Market. Naibu Global International Company plc and its subsidiaries design, manufacture and supply Naibu branded clothing and accessories through around 2,800 Naibu stores and sales outlets across China. It is a newly incorporated Jersey holding company for the existing Naibu group of companies and was listed on the AIM Market on 5 April 2012, raising approx £6 million (US$9.54m) in new equity. Partner Nathan Powell led the transaction. Pinsent Mason acted as lead advisers to Naibu. Rahmat Lim & Partners has advised Lumayan Indah Sdn Bhd in respect of its plans to develop and construct a building in Kuala Lumpur comprising, among others, 441 units of private residences which are to be provisionally known as Banyan Tree Signatures Kuala Lumpur. The gross development value of the project is approximately RM1.4 billion (US$454m). Partner Lee Yee Ling led the transaction. Rahmat Lim & Partners has also advised Mapletree Logistics Trust Management Ltd as manager of Mapletree Logistics Trust, via a Malaysian special purpose vehicle, Semangkuk Berhad, in respect of two separate sale and purchase agreements for the acquisition of two industrial warehouses in Senai, Johor and a storage warehouse facility in Pasir Gudang Industrial Estate, Johor at RM27.5 million (US$8.9m) and RM31.5 million (US$10.2m), respectively. Partner Lee Yee Ling also led the transaction. Rajah & Tann has advised Oversea-Chinese Banking Corporation Ltd and United Overseas Bank Ltd as mandated lead arrangers in respect of the approximately S$272 million (US$216.3m) syndicated term loan facilities to part finance PLC 8 Development Pte Ltd’s purchase of an industrial site and the costs of constructing a development of mixed industrial and commercial buildings on the property. The deal was completed on 22 February 2012. Partner Angela Lim led the transaction. Allen & Gledhill advised PLC 8 Development Pte Ltd, PLC 8 Holdings Pte Ltd and Soilbuild Group Holdings Ltd. Rajah & Tann has also advised China Paper Holdings Ltd (China Paper) in respect of its S$32.69 million (US$26m) rights issue. In connection with the rights issue, China Paper proposes to undertake a capital reorganisation to reduce the par value of its shares. Rights issue proceeds will be used to fund the construction, installation and operation of an in-house power generation facility for China Paper’s paper production facilities in the PRC. SAC Capital Pte Ltd acted as manager of the rights issue. Partners Chia Kim Huat and Danny Lim led the transaction whilst Tianyuan Law Firm advised on PRC law. Appleby advised on Bermuda law in the rights issue and the capital reorganization. Robert Wang & Woo has acted as Singapore law counsel for SGX-ST listed LionGold Corp Ltd in respect of its takeover offer for all the shares of ASX listed Signature Metals Ltd. The takeover offer was done in conjunction with LionGold seeking and obtaining approval in general meeting for the change of its core business activity. The takeover offer, which was valued at approximately A$54 million (US$55.7m), is to be satisfied by an allotment and issue of up to approximately 80 million new shares of LionGold. Signature Metals Ltd is in the business of gold exploration and production and is the first acquisition by LionGold following the change in LionGold’s core business activity. Partner Raymond Tan led the transaction. Shook Lin & Bok has acted for SGX-listed Delong Holdings Ltd, a hot-rolled steel coil manufacturer in China, in respect of its acquisition, through its wholly owned subsidiary Tianjin Qiruicheng International Co Ltd, of an 80 percent equity interest in Laiyuan County Aoyu Steel Co Ltd from the vendor Hebei Aowei Group Co Ltd for approximately RMB264 million (US$41.85m). Partner Teo Yi Jing led the transaction. Stamford Law is advising Mainboard-listed Ocean Sky International Ltd in respect of a S$372 million (US$295.7m) reverse takeover of the ChiwayLand Group, one of the leading property developers in the Yangtze River Delta region of the PRC. The transaction will also involve the proposed disposal of some of Ocean Sky’s existing businesses for a maximum consideration of S$63 million (US$50m) and is subject to the entry into of definitive documentation. Bernard LUI and LIM Swee Yong led the transaction. Stamford Law is also advising Prime Partners Corporate Finance in respect of the reverse take-over of Lankom Electronics Ltd by Sinocom Pharmaceutical for approximately US$298 million. Sinocom is a Nevada corporation with subsidiaries in China. It distributes a wide range of traditional Chinese medicine products to third and fourth-tier cities in China. The deal involves cross-border aspects involving elements of US law and Chinese law, particularly regulations relating to the Chinese pharmaceutical industry, Singapore securities laws and listing rules, as Lankom is listed on the SGX. Sullivan & Cromwell is representing Frank McCourt and his entities in respect of the more than US$2 billion sale of the Los Angeles Dodgers professional baseball team to Guggenheim Baseball Management. The purchasing group includes Guggenheim Partners LLC chief executive officer Mark R Walter as its controlling partner, as well as Earvin “Magic” Johnson, Peter Guber, Stan Kasten, Bobby Patton and Todd Boehly. Chairman Joseph Shenker led the transaction which was announced 27 March 2012. Sullivan & Cromwell is also representing Justice Holdings Ltd and Pershing Square Capital Management LP, co-founder of Justice, in respect of Justice’s entering into a definitive business combination agreement with Burger King Worldwide Holdings Inc on 3 April 2012. Under the agreement, 3G Capital, Burger King Worldwide’s principal stockholder, will receive approximately US$1.4 billion in cash and continue as the majority shareholder while Justice shareholders will own approximately 29 percent of the combined company. Partners Alan Sinsheimer and Andrew Mason led the transaction. Weerawong, Chinnavat & Peangpanor has advised Thai Reinsurance Public Company Ltd (THRE), Thailand’s sole professional reinsurer, in respect of THRE’s capital increase from approximately THB1.2 billion (US$39.6m) to approximately THB3.5 billion (US$117m) by issuing over 2.3 billion new ordinary shares. Up to nearly 1.6 billion of the newly issued shares at an offering price of THB3 (US$0.10) per share have been allocated to existing THRE shareholders in proportion to their shareholding and up to 742 million of the newly issued shares have been allocated to HWIC Asia Fund under the private placement scheme. The transaction closed on 22 March 2012 and was led by Partner Paradorn Leosakul. White & Case has advised a consortium of Chinese banks in respect of a syndicated secured financing of approximately US$1 billion to Reliance Communications Ltd, India’s second largest telecoms operator by subscriber numbers. The funds will be used to refinance outstanding Foreign Currency Convertible Bonds (FCCBs) which the company issued in 2007. The deal represents the largest refinancing of FCCBs by any Indian corporation to date. The consortium included Industrial and Commercial Bank of China, China Development Bank Corporation and Export Import Bank of China. Partner John Shum led the deal. Advising the banks on Indian law were partners Gayatri Bhandari, Dina Wadia and Aashit Shah. WongPartnership has acted for Cargill Incorporated (Cargill) in respect of the refinancing of a US$1.25 billion equivalent US Dollar and multicurrency global syndicated financing arranged by Australia and New Zealand Banking Group Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, BNP Paribas, Deutsche Bank AG London branch, The Hongkong and Shanghai Banking Corporation Ltd, The Royal Bank of Scotland PLC and Standard Chartered Bank. The deal represents the refinancing of Cargill’s first global syndication exercise in Asia. Partner Christy Lim acted on the matter. WongPartnership has also acted for George Goh, through his investment vehicle Zhong Yong Holdings Ltd, in respect of the proposed privatisation of Singapore-listed company Meiban Group Ltd by way of a scheme of arrangement under Section 210 of the Companies Act (Chapter 50) of Singapore and the Singapore Code on Take-overs and Mergers. Partners Ng Wai King, Andrew Ang and Christy Lim acted on the matter. |