Allen & Gledhill has advised DBS Bank Ltd, JP Morgan (SEA) Ltd and UBS AG Singapore Branch as the joint lead managers in respect of Olam International Ltd’s issue of S$275 million (US$218.3m) 7 percent perpetual capital securities. Partners Margaret Chin and Ong Kangxin led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd, as the sole lead manager and book-runner, in respect of Aviation Capital Group Corp’s (ACG) issue of S$150 million (US$119m) 4 percent notes due 2015. The notes were issued off ACG’s US$500 million multicurrency medium term note programme. Partner Glenn David Foo led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has advised Reliance Capital Ltd (RCL) and Reliance Capital Asset Management Company Ltd (RCAMCL) in respect of Nippon Life Insurance Company’s share purchase and shareholder’s agreement, executed on 22 March 2012, to purchase 26 percent of equity share capital of RCAMCL from RCL for INR1450 crores (US$285.5m). The deal represents the largest transaction of its kind in the asset management space in India, with several regulatory triggers. Partners Vandana Shroff and Ravindra Bandhakavi led the transaction. Nippon Life Insurance Company was represented by Khaitan & Co Mumbai and Anderson Mori & Tomotsune Tokyo. Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Amcor Ltd, one of the top global packaging companies based in Australia, in respect of the acquisition of Uniglobe Packaging Private Company, a company engaged in the business of flexible packaging, by Amcor Flexibles India Private Ltd by way of purchase of 100 percent shares held by the promoters of Uniglobe Packaging Private Company. Amcor Flexibles India Private Ltd is a wholly owned subsidiary of Amcor Ltd. The deal, which was valued at approximately INR1005 million (US$19.8b), was signed on 20 March 2012 and is expected to close on or before 20 May 2012. Partner Vandana Shroff led the transaction whilst Ernst & Young Mumbai advised on taxation matters. Vikram Philip & Associates Mumbai was the legal advisor to Uniglobe Packaging Private Company. Appleby has acted as Cayman counsel for Mongolian coal miner Kinetic Mines and Energy Ltd (Kinetic Mines) in respect of its HKSE listing on 23 March 2012 with gross proceeds of approximately HK$1.4 billion (US$180.3m). The Hongkong and Shanghai Banking Corporation Ltd acted as the sole sponsor. Partner Judy Lee led the transaction. Latham & Watkins advised on Hong Kong and US laws whilst Jingtian & Gongcheng advised on PRC law. Norton Rose advised the sole sponsor and underwriters as to Hong Kong and US laws whilst Jun He Law Offices advised as to PRC law. AZB & Partners has advised Standard Chartered Securities (India) Ltd and JM Financial Consultants Private Ltd as the book-running lead managers in respect of qualified institutions placement by Trent Ltd which was completed on 20 March 2012. Partners Kalpana Merchant and Varoon Chandra led the transaction which was valued at approximately US$49 million. Baker & McKenzie.Wong & Leow has advised the Al-Futtaim Group in respect of its acquisition of a strategic interest in RSH Ltd following the successful completion of a complex, multi-dimensional transaction. This is the second time the Al-Futtaim Group has instructed Baker & McKenzie on a major acquisition in Singapore, after its successful voluntary conditional cash offer and privatization of Robinson and Company Ltd in 2008. Together with Robinson and Company Ltd, the acquisition gives the Al-Futtaim Group a significant retail presence in Singapore. Partner Ai Ai Wong led the transaction. Clifford Chance has advised Religare Capital Markets (RCM), as placement agent, in respect of the placement of new shares by Swiber Holdings Ltd which is expected to raise net proceeds of about S$62.5 million (US$49.6m). The transaction, which was completed on 26 March 2012, is RCM’s first primary block trade in Singapore for a company listed on the SGX-ST. Partner Raymond Tong led the deal. Colin Ng & Partners is acting for Nobel Design Holdings Ltd in respect of the sale and leaseback of its industrial premises at 16 Tai Seng Street Singapore 534138 to RBC DEXIA Trust Services Singapore Ltd, in its capacity as Trustee of Cambridge Industrial Trust. The deal involves all relevant negotiations with Cambridge Industrial Trust Management Ltd, as manager of Cambridge Industrial Trust, the sale of the premises for approximately S$72.3 million (US$57.5m) and the leaseback based on a master lease of the entire premises for a term of six years on a triple net basis. Partner Ho Soo Lih is leading the transaction whilst Allen & Gledhill are advising Cambridge Industrial Trust. Davis Polk is advising NEC Corporation in respect of its US$449 million acquisition of Convergys Corporation’s Information Management (IM) business. Following the acquisition, the IM business will be integrated into NetCracker Technology Corporation, a subsidiary of NEC and the leading provider of telecom operations and management systems to communications service providers worldwide. The acquisition is expected to close by late second quarter of 2012. Partners Theodore A Paradise, Michael Davis, Avishai Shachar and Jeffrey P Crandall are leading the transaction whilst Amarchand & Mangaldas & Suresh A Shroff & Co, led by partner Akila Agrawal, is acting as Indian legal advisor. Hogan Lovells has advised Macquarie Capital Securities, as sole book-runner and placing agent, in respect of the placing of up to 86 million shares in HKSE-listed Mongolian Mining Corporation held by Petrovis Resources Inc, a substantial shareholder of Mongolian Mining, raising approximately HK$660 million (US$85m). Partner Terence Lau led the transaction. J Sagar Associates has acted as the sole Indian counsel for Barclays Bank PLC London, Deutsche Bank AG Singapore Branch and Citigroup Global Markets Ltd London as dealers in respect of the ‘updation’ of Bank of Baroda’s existing medium term note programme and the increase in the aggregate nominal amount of the programme from US$1.5 billion to US$3 billion. The transaction closed on 13 March 2012. Partner Dina Wadia led the transaction whilst Allen & Overy acted as sole international counsel. J Sagar Associates has also advised private equity fund India Industrial Growth Fund (Mauritius) Ltd (IIGF) in respect of its investment in DTL Ancillaries Ltd, a subsidiary of DTL India Holdings Ltd, a company listed on the Uttar Pradesh Stock Exchange. IIGF acquired a 26 per cent stake in DTL Ancillaries Ltd for INR250 million (US$5m) by way of subscription to equity shares in DTL Ancillaries Ltd and has an option to invest further up to INR200 million (US$4m). Partners Upendra N Sharma and Sidharrth Shankar led the transaction. DSK Legal, led by partner Raksha Kothari, advised DTL Ancillaries Ltd. Khaitan & Co has advised Fame India Ltd in respect of its approximately US$18 million rights issue. Fame (I) Ltd is engaged in the operation and management multiplexes in India. In addition, it is also involved in the business of film distribution through one of its subsidiaries. It has a wide presence across 13 cities with 24 multiplexes. Partner Nikhilesh Panchal advised on the transaction. Khaitan & Co has also advised Nippon Life Insurance Company (Nippon Life) in respect of the acquisition of a 26 percent stake in Reliance Capital Asset Management Ltd from Reliance Capital Ltd for approximately US$290 million. Nippon Life is a 122 year old Global Fortune 100 company and manages over US$600 billion in assets and among the largest total assets in the world for any life insurer. Nippon Life is the seventh largest life insurer in the world and the number one private insurer in Asia and Japan. Khaitan & Co acted as the Indian legal advisors on the transaction. Partner Zakir Merchant led the transaction. Kim & Chang has advised NCsoft Corporation in respect of its acquisition on 2 March 2012 of a 63.37 percent stake in Entreew Soft Co Ltd from SK Telecom Company for KRW90 billion (US$79m). Jin-Hwan Kim and Tae-Han Yoon led the transaction which was completed on 2 March 2012. Kim & Chang has also advised Hyundai Home Shopping Network Corporation in respect of its acquisition of a 34.64 percent stake in Handsome Corporation for KRW420 billion (US$369m). Handsome Corporation is a prominent company in the Korean fashion and apparel industry and is famous for its “Time,” “Mine” and “System” brands. Sang Yeol Park and Hyung Soo Kwon led the transaction which was completed on 16 February 2012. King & Wood Mallesons has advised CFS Retail Property Trust in respect of the sale of a 50 percent stake in Brisbane’s Myer Centre, representing the largest property transaction in Australia to date in 2012. CFS Retail Property Trust is a retail-specific Australian Real Estate Investment Trust with a total asset value of A$8.7 billion (US$9b). Under the deal, ISPT, one of Australia’s leading unlisted property funds, acquired the half interest for A$366 million (US$379.6m), reflecting a capitalisation rate of 6.5 percent. CFS Retail Property Trust will use the proceeds of the sale to fund a range of capital management and investment activities, including an on-market buy-back of up to A$150 million (US$155.6m) of its units. Partner Andrew Erikson led the transaction. Holding Redlich represented ISPT and the Colonial legal team represented the property manager. Latham & Watkins has represented Kinetic Mines and Energy Ltd, an integrated coal provider operating in China, in respect of its initial public offering (IPO) of 930 million shares and listing on the HKSE, including its international offering (144A/Reg S) of 837 million shares and Hong Kong public offering of 93 million shares. The Hongkong and Shanghai Banking Corporation Ltd was the sole global coordinator and sponsor of the offering, with a number of underwriters involved, including UBS AG Hong Kong Branch, BOCOM International Securities Ltd, VMS Securities Ltd, CCB International Capital Ltd and Guotai Junan Securities (Hong Kong) Ltd. The transaction closed on 23 March 2012. The offering raised approximately HK$1.1 billion (US$141.7m) gross proceeds. Partners Jane Ng, Stanley Chow and Eugene Lee led the transaction. Mayer Brown JSM has advised Development Bank of Mongolia LLC (DBM) and the Ministry of Finance of the Government of Mongolia in respect of its recent issuance of US$580 million senior guaranteed bonds. The issuance represents the first takedown from DBM’s US$600 million Euro Medium Term Note (EMTN) Programme established late last year. The transaction represents a quasi-sovereign offering, as the notes are fully and irrevocably guaranteed by the Ministry of Finance on behalf of the Government of Mongolia. Partner Jason T Elder led the transaction. Minter Ellison has advised National Can Industries Ltd (NCI), the only manufacturer in Australia that supplies both metal and plastic packaging to leading paint, food and aerosol brands, in respect of its scheme implementation agreement with ESK Holdings Pty Ltd (ESK) and Michael Wesley Tyrrell. Under the agreement, ESK will acquire all of the ordinary NCI shares held by NCI shareholders (scheme shareholders) other than those held by Tyrrell family interests and Bennamon Pty Ltd. Michael Tyrrell, the managing director of NCI and the sole director and shareholder of ESK, has agreed to guarantee ESK’s obligations under the scheme. Scheme shareholders will receive A$1.84 (US$1.91) in cash per share, which values NCI’s ordinary equity at approximately A$123 million (US$127.8m). The NCI shares held by Bennamon will be acquired by ESK for the same price under a separate share purchase agreement at the same time as the implementation of the scheme of arrangement. This acquisition is also subject to approval by the minority shareholders. Subject to satisfaction of a number of conditions, the transaction is expected to complete in June. Partners Jeremy Blackshaw and Joseph Pace led the transaction. Freehills advised ESK Holdings Pty Ltd whilst Gilbert & Tobin advised Bennamon Pty Ltd. Paul Hastings has advised Far East Horizon Ltd, a leading financial services company focusing on financial leasing and a subsidiary of Sinochem Group, one of the largest Chinese state-owned enterprises, in respect of its US$371 million share placement. UBS was the sole placing agent. Far East Horizon plans to use the proceeds to fund its ongoing growth. Partners Raymond Li and Chris Betts led the transaction. Paul, Weiss, Rifkind, Wharton & Garrison has advised Morgan Stanley Private Equity Asia (MSPEA) in respect of the closing of a strategic partnership with the PRC’s leading specialty chemicals company Tianhe Chemicals Group (Tianhe). The transaction includes a US$300 million equity investment by MSPEA in Tianhe and the inclusion of Homer Sun, MSPEA’s chief investment officer, in the Tianhe board. Partners Jack Lange and Yvonne Chan led the transaction which was announced on 21 March 2012. Rajah & Tann has advised Fortis Healthcare International Pte Ltd in respect of the acquisition by its wholly-owned subsidiary Fortis Healthcare Singapore Pte Ltd of 85 percent of the issued share capital in RadLink-Asia Pte Ltd (RadLink-Asia) from VisionHealthOne Corporation Pte Ltd (VH1), Medising Pvt Ltd, Synergy Healthcare Investments Pte Ltd and other minority shareholders in RadLink-Asia for S$62.9 million (US$50m), with an option to acquire the remaining issued share capital in RadLink-Asia from VH1. Partners Evelyn Wee, Lorena Pang and Grace Chia led the transaction which was announced on 1 February 2012. Allen & Gledhill represented VH1 and its shareholders. Rajah & Tann has also advised Fortis Healthcare Global Pte Ltd and Fortis Healthcare International Pte Ltd (FHIPL) in respect of the acquisition by Fortis Asia Healthcare Pte Ltd (FAHPL), a wholly-owned subsidiary of Fortis Healthcare (India) Ltd, of all the issued shares in FHIPL from RHC Financial Services (Mauritius) Ltd (RHC), owned by the promoters of FHL. Based on an agreed valuation of US$665 million (which includes Dental Corporation in Australia, the Quality Group in Hong Kong, SRL Laboratories in Dubai and a minority stake in Lanka Hospital Corporation Plc), the shares in FHIPL were acquired at approximately US$262 million, after taking into account the outstanding liabilities of FHIPL. Partners Evelyn Wee and Lorena Pang led the transaction which was announced on 12 January 2012. Rodyk & Davidson is advising SGX-ST listed LANKom Electronics in respect of its proposed acquisition of all the issued shares in Sinocom Pharmaceutical Inc, a Nevada incorporated company which is an established pharmaceutical wholesaler and distributor in Central-Eastern China. The acquisition constitutes a very substantial acquisition or reverse takeover as defined in the SGX Listing Manual. Partner Chan Wan Hong leads the transaction which is valued at approximately S$298 million (US$236.7m). Rodyk & Davidson has also advised the CCT manager and the CCT trustee in respect of CCT’s S$430 million (US$341.7m) acquisition of FirstOffice, an SPV which holds 20 Anson, a Grade A office building. Partners Valerie Ong and Nicholas Chong led the transaction. Shook Lin & Bok’s Singapore office has acted for Altus Logistics Pte Ltd (Altus), the Singapore-headquartered logistics unit of Altus Group Ltd, in respect of the acquisition by Singapore-based Swire Pacific Offshore (SPO) of a 70 percent shareholding in Altus. Altus Group Ltd is an integrated shipping and logistics solutions provider in Asia Pacific to the mining and oil and gas sectors. SPO is an international offshore marine services provider to the oil and gas industry. Partners David Chong and Roy Goh led the transaction. Stamford Law is advising Liongold Corp Ltd in respect of the proposed issuance of up to US$30 million 9 percent convertible bonds. DMG & Partners Securities Pte Ltd has been appointed as the manager of the issuance. Liongold is an investment holding company focused on investing in and managing businesses that are engaged in the acquisition of gold mining licenses and development of these licenses into physical production. Bernard LUI and LIM Swee Yong led the transaction. Sullivan & Cromwell has advised China Cinda Asset Management Co Ltd (Cinda) in respect of the respective strategic investments of an aggregate RMB10.37 billion (US$1.64b) from National Social Security Fund of China, UBS, CITIC Capital and Standard Chartered, representing approximately 16.54 percent of its enlarged share capital. As part of these transactions, each of the investors also entered into a strategic cooperation agreement with Cinda relating to various areas in financial services. Partners Chun Wei, Liu Fang, Youhao Dong, Jing Wang and Jingyuan Sun led the transaction. Sullivan & Cromwell has also represented Fifth Third Bancorp, the holder of a 48.93 percent stake in Vantiv Holding LLC, formerly Fifth Third Processing Solutions LLC (FTPS), in respect of the 22 March 2012 IPO of Vantiv Inc, the majority holder of Vantiv Holding. Partners Alexandra D Korry, Andrew Gladin and Ronald Creamer Jr led the transaction. Uría Menéndez, with White & Case and De Brauw Blackstone Westbroek, has advised China Development Bank Corporation (CDB) in respect of its financing of Spanish multinational Telefónica SA. The agreement was reached in the first week of 2012 under which CDB, one of China’s biggest foreign-currency lenders, granted US$375 million in financing to Telefónica SA, one of the world’s largest in terms of market capitalisation and number of customers. The transaction is the first publicly announced vendor financing granted to a Spanish company by CDB and represents a significant milestone in a new trend for Chinese-Spanish business cooperation. It was structured as a variable interest rate loan to Telefónica Europe, BV, a Dutch incorporated BV wholly owned by the borrower’s group, and guaranteed by Telefónica, SA. The financing was disbursed on 15 February 2012 and must be repaid in 2022. The joint advisory team was led by White & Case partners Li Xiaoming and Baldwin Cheng along with Uría Menéndez’s team, led by partner Juan Martín Perrotto, Rafael García Llaneza and Sebastián Sáenz de Santa María, and De Brauw Blackstone Westbroek’s team headed up by partner Geert Potjewijd. Weerawong, Chinnavat & Peangpanor has advised Charoen Pokphand Foods PCL (CPF), Thailand’s leading agribusiness and food conglomerate, in respect of its financing for and the acquisition of 74 percent of the shares of HKSE-listed CP Pokphand Company Ltd (CPP). Funding of the transaction occurred in two stages for a total investment of approximately US$ 2.17 billion. The transaction was financed with a US$740 million syndicated loan led by Bangkok Bank as arranger, which included Bangkok Bank, Krung Thai Bank, CIMB Bank and ICBC (Thailand) as lenders. The acquisition aimed at consolidating the structure of CPF group and involved business entities across Asia, particularly in China and Vietnam. Partners Peangpanor Boonklum and Chatri Trakulmanenate led transaction which was completed on 8 March 2012. Weerawong, Chinnavat & Peangpanor has also advised the domestic and international book runners (composed of Phatra Securities Public Company Ltd, Merrill Lynch Far East Ltd, Nomura International PLC and The Royal Bank of Scotland NV Hong Kong Branch), in respect of the IPO and listing of investment units in the Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (TLGF) on the Stock Exchange of Thailand. The transaction closed on 19 March 2012 and was valued at approximately US$598 million. TLGF, which is Thailand’s largest ever property fund IPO, invested in the freehold and leasehold rights of land and buildings in 17 Tesco Stores located within Bangkok and across the country. Partners Peangpanor Boonklum and Kudun Sukhumananda led the transaction. WongPartnership has acted for Mapletree Logistics Trust Management Ltd, as manager of Mapletree Logistics Trust (MLT), and HSBC Institutional Trust Services (Singapore) Ltd, as trustee of MLT, in respect of MLT’s issue of S$350 million (US$278m) 5.375 percent perpetual securities. Citigroup Global Markets Singapore Pte Ltd and DBS Bank Ltd were appointed joint lead managers and joint book-runners. Partners Rachel Eng, Hui Choon Yuen, Pong Chen Yih, Long Chee Shan and James Choo acted on the matter. WongPartnership has also acted for EQT Partners Singapore Pte Ltd, the investment adviser to EQT Greater China II Ltd (EQT), and Econ EQT Investment Pte Ltd, a special purpose vehicle 49 percent of which is held by Hemma Holding Ltd (which is in turn controlled by EQT), in respect of a voluntary unconditional cash offer for all the issued and paid-up ordinary shares in the capital of China Healthcare Ltd, other than any shares held by the company as treasury shares as at the date of the offer. Partners Andrew Ang, Teo Hsiao-Huey, Tan Teck Howe and Miao Miao acted on the matter. |
Deals – 29 March 2012
Deals – 23 March 2012
Allen & Gledhill has advised Genting Singapore PLC in respect of its issue of S$1.8 billion (US$1.4b) of 5.125 percent perpetual subordinated capital securities which are perpetual and have no fixed final redemption date. Partners Margaret Chin and Glenn David Foo led the transaction.
Allen & Gledhill has also advised Oversea-Chinese Banking Corporation Ltd (OCBC Bank) in respect of its issue of US$1 billion in aggregate principal amount of 1.625 percent senior bonds due 2015. Citigroup Global Markets Singapore Pte Ltd acted as global coordinator and OCBC Bank, Citigroup, Credit Suisse (Singapore) Ltd and Morgan Stanley Asia (Singapore) Pte acted as joint lead managers and bookrunners. CIMB Bank (L) Ltd and Daiwa Capital Markets Hong Kong Ltd acted as co-managers. Partners Tan Tze Gay and Glenn David Foo led the transaction. Allen & Overy has advised Ek-Chai Distribution System Co Ltd (Tesco Lotus), Krung Thai Asset Management public company Ltd and TGLF in respect of the IPO and listing on the Stock Exchange of Thailand of Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (TLGF) which was completed on 19 March 2012. The IPO raised approximately US$598M, making the offering Thailand’s largest property fund IPO in history and the largest IPO in the country since July 2006. It is also the second largest IPO in Asia this year. Partner Suparerk Auychai led the transaction. Amarchand & Mangaldas has advised Sequoia Capital in respect of the partial sale of its investment in Vasan Health Care Private Ltd (Vasan Health Care), which is in the business of providing outpatient driven dental and eye care health services, to entities affiliated to Government of Singapore Investment Corporation (GSIC). The deal involved a primary and secondary investment by GSIC into Vasan Health Care. The secondary transaction involved purchase of securities by GSIC from a Sequoia Capital entity, the promoters of Vasan Health Care and a few other key employees and doctors engaged by Vasan Health Care. Partners Reeba Chacko and Arjun Lall led the transaction which was completed on 14 March 2012. AZB & Partners advised Government of Singapore Investment Corporation whilst HSB Partners advised Vasan Health Care Private Ltd. Amarchand & Mangaldas has also advised Manappuram Finance Ltd, a non-banking financial company involved primarily in the business of lending against gold pledged, hire purchase and personal loans, in respect of shareholder arrangements pursuant to the sale and purchase of shares by PE investors led by Baring India, Sequoia Capital and Siguler Guff on the stock exchanges. Partner Arjun Lall led the transaction which was signed on 14 March 2012. Baring India and Sequoia Capital were represented by Luthra & Luthra Law Offices. AZB & Partners has advised a group company of Amneal Pharmaceuticals in respect of an approximately US$27 million external commercial borrowing availed by the company from Bank of Baroda (London) and Union Bank of India (Hong Kong). Partner Sai Krishna Bharathan led the transaction which was signed on 4 January 2012. AZB & Partners has also advised L Capital in respect of its acquisition of 8 percent equity in Fabindia Overseas Private Ltd for approximately US$30 million. Partners Ajay Bahl and Anil Kasturi led the transaction which was completed on 31 January 2012. Clifford Chance has advised Asian Development Bank, DEG-Deutsche Investitions-Und Entwicklungsgesellschaft MBH, International Finance Corporation and PT Sarana Multi Infrastruktur in respect of their shareholding discussions with Sumitomo Mitsui Banking Corporation (SMBC) in connection with SMBC’s signing of subscription and business alliance agreements with PT Indonesia Infrastructure Finance. The agreements are for SMBC to subscribe to approximately 14.9 percent of the total issued shares of IIF and for both parties to engage in a business alliance. Partner Ting Ting Tan led the deal. Davis Polk has advised Morgan Stanley & Co International plc as the sole solicitation agent in respect of a solicitation of consents by Central China Real Estate Ltd (CCRE) from the holders of its US$300 million 12.25 percent senior notes due 2015 in relation to certain waivers and amendments to the indenture governing such notes. CCRE is the leading property developer in Henan, China focusing on the development and sale of residential properties. Partners William F Barron, Paul Chow and John D Paton led the transaction. Sidley Austin provided US law advice to CCRE whilst Conyers Dill & Pearman provided Cayman law and British Virgin Islands law advice. Li & Partners provided Hong Kong law advice to CCRE. Davis Polk has also advised Best Investment Corporation, a wholly owned subsidiary of CIC International Co Ltd, in respect of its subscription of 275.69 million H shares in Bank of Communications Co Ltd for approximately US$199 million as part of the proposed non-public issuance and placing of approximately 6.5 billion new A shares and approximately 5.6 billion new H shares by Bank of Communications, one of the leading state-owned commercial banks in China. Partner Paul Chow led the transaction. J Sagar Associates has advised Multi Commodity Exchange of India (MCX) in respect of its public offer of approximately 6.4 million equity shares through an offer for sale by Financial Technologies (India) Ltd, State Bank of India (Equity), GLG Financials Fund, Alexandra Mauritius Ltd, Corporation Bank, ICICI Lombard General Insurance Company Ltd and Bank of Baroda for cash aggregating to approximately INR6.63 billion (US$131m). The offer would constitute 12.6 percent of the post offer paid-up equity capital whilst the net offer would constitute 12.11 percent of the post offer paid-up equity capital. Partner Nosh Modi led the transaction. J Sagar Associates has also represented Multi Commodity Exchange of India (MCX) in respect of its litigation against the Securities and Exchange Board of India (SEBI). The litigation was initiated pursuant to a SEBI order dated 23 September 2010 refusing MCX the permission to trade in equity, debt and futures and options segments. On 14 March 2012, a bench constituting Justices DY Chandrachud and Anoop Mohta set aside the SEBI order and directed SEBI to re-hear the matter in light of the observations made by the bench. Partner Nitin Potdar led the transaction. K&L Gates’s Dubai office has advised Deloitte Corporate Finance and Daniel Stewart & Company plc as nominated adviser and broker, respectively, in respect of the London IPO of Qannas Investments Ltd (QIL), a closed end investment company managed by the UAE-based Abu Dhabi Capital Management Ltd. Partner Owen Waft led the transaction. Khaitan & Co is advising Mahindra & Mahindra in respect of their proposed joint venture with Telephonics Corporation, a subsidiary of NYSE listed Griffon Corporation. The JV company will develop, manufacture and provide service support for radar systems and various kinds of defence electronic systems. Mahindra & Mahindra Ltd is a US$14.4 billion multinational group based in Mumbai, India. Partners Rajat Mukherjee and Manas Kumar Chaudhuri are leading the transaction. Khaitan & Co has also advised Oesterreichische Entwicklungsbank AG Austria (OeEB) in respect of providing financial assistance to the extent of €15 million (US$19.8m) by way of an external commercial borrowing to SREI Infrastructure Finance Ltd to finance projects in the infrastructure sector in India and energy and water treatment facilities. OeEB is a wholly-owned subsidiary of Oesterreichische Kontrollbank, the export credit agency of Austria. OeEB is a private finance institution mandated by the Austrian Government to act as the development bank of Austria. Partner Devidas Banerji and executive director Daksha Baxi led the transaction. King & Wood Mallesons has advised real estate investment trust Stockland in respect of the sale of its 55 percent stake in the Moorebank Industrial Property Trust (MIPT) to Qube Logistics, one of the MIPT joint venture partners, for A$123 million (US$128.6m). The sale forms part of Stockland’s ongoing asset divestment plan. The trust owns the Moorebank Intermodal Terminal. Partner John Sullivan led the transaction. King & Wood Mallesons has also advised Insurance Australia Group (IAG) in respect of the launch of its new convertible preference shares (CPS) hybrid and reset preference shares (RPS) reinvestment offer. The offer represents the first issue by an insurance company of an instrument that will fully qualify as Tier 1 regulatory capital under the APRA’s current prudential standards. The new CPS hybrid is being offered to raise approximately A$350m (US$366m). Under the reinvestment offer, existing holders of IAG’s RPS hybrid, which are due to be bought-back in June 2012, can reinvest their RPS into the new CPS. UBS and Macquarie acted as joint lead managers and arrangers. NAB and Westpac also acted as joint lead managers. Partners Shannon Finch and Ian Paterson led the transaction. Freehills advised the joint lead managers. Mayer Brown JSM has represented Vietnamese seafood exporters Vinh Hoan Corporation and QVD Seafood in respect of obtaining a favourable judgment in an administrative review for anti-dumping duties by the US Department of Commerce (DOC). Announced by the DOC as its seventh final results of administrative review on frozen fillets shipments from Vietnam, Vinh Hoan will continue to enjoy duty rates at zero percent. In addition, QVD Seafood received a rate of US$0.03/kg, reversing a preliminary decision that set its rate at US$0.056/kg. Partner Matthew McConkey led the transaction. Norton Rose Group’s Tokyo, Calgary and Sydney offices has advised JX Nippon Oil & Energy Corporation (JX Nippon) in respect of the creation of a Canadian metallurgical coal joint venture in the Peace River Coalfields in Western Canada, with Xstrata Coal. JX Nippon, a subsidiary of JX Nippon Oil and Energy Corporation and its listed parent JX Holdings Inc, paid US$435 million in cash to acquire a 25 percent interest in Xstrata Coalâs British Columbian metallurgical coal assets. Michael Joyce led the transaction. Shook Lin & Bok has acted for Ascendas Frasers Pte Ltd, a company jointly owned by Ascendas Land (Singapore) Pte Ltd and Frasers Centrepoint Ltd, in respect of a S$321 million (US$254m) secured syndicated loan facility granted by DBS Bank Ltd and Oversea-Chinese Banking Corporation Ltd to finance the development and construction of Changi Business Park which comprises a retail mall, commercial hub and a hotel. Partner Marilyn See led the transaction. Stamford Law is advising Mainboard-listed Swiber Holdings Ltd in respect of its share placement to raise net proceeds of approximately S$62.5 million (US$49.5m). Swiber is a world-class integrated construction and support services provider to the offshore oil and gas industry with a healthy order backlog of over US$1.1 billion. Religare Capital Markets (Singapore) Pte Ltd is the placement agent. The advisory team was led by Bernard LUI and Lim Swee Yong. Stamford Law is also advising SGX-ST listed PSL Holdings Ltd (PSL) in respect of the proposed rights issue of up to 77.4 million new ordinary shares in the capital of the company with up to 77.4 million free detachable warrants. Assuming the full subscription of the rights shares and the exercise of all the warrants, the issue will raise gross proceeds of approximately S$34 million (US$27m). Yap Lian Seng and Yanni Long are leading the transaction. Sullivan & Cromwell is representing Centerview Partners LLC as financial adviser to Cisco Systems Inc in respect of its US$5 billion acquisition of NDS Group Ltd which was announced on 15 March 2012. Partners Sarah Payne and Joseph Frumkin are leading the transaction. Sullivan & Cromwell is representing BCE Inc in respect of the US aspects of its C$3.38 billion (US$3.4b) acquisition of Astral Media Inc. Partners George Sampas and Donald Crawshaw led the transaction which was announced on 16 March 2012. Tay & Partners has advised AmARA REIT Managers Sdn Bhd, the manager of AmFIRST REIT, a real estate investment trust listed on Bursa Malaysia, in respect of its acquisition of two blocks of office buildings located in Cyberjaya, Malaysia with a net lettable area of approximately 211,000 square feet for an total sum of RM133 million (US$43.2m). Partner David Lee led the transaction. WongPartnership has acted for Ecospec Global Technology Pte Ltd, a Singapore technological company that researches and develops solutions to environmental issues in the marine and onshore industries, in respect of the investment by Sembawang Shipyard Pte Ltd, a wholly-owned subsidiary of Singapore-listed SembCorp Marine Ltd, for new ordinary shares representing 20 percent of the enlarged share capital of Ecospec Global Technology Pte Ltd. Partners Lam Ching Nian and Dawn Law acted on the matter. WongPartnership has also acted for Marina South Investments Pte Ltd, Ophir-Rochor Investments Pte Ltd, MS Residential 1 Pte Ltd, MS Residential 2 Pte Ltd, MS Commercial Pte Ltd, Ophir-Rochor Residential Pte Ltd, Ophir-Rochor Commercial Pte Ltd and Ophir-Rochor Hotel Pte Ltd (collectively, the M+S Group Companies which are wholly-owned subsidiaries of M+S Pte. Ltd, a joint venture company 60 percent owned by Khazanah Nasional Berhad and 40 percent owned by Temasek Holdings (Private) Ltd) in respect of the grant of up to S$5 billion (US$4b) loan facilities arranged by a syndicate of eight lenders for the development of two integrated projects which will include office, residential, hotel and retail components in downtown Singapore located at Marina South and Ophir-Rochor. Partners Susan Wong, Choo Ai Leen, Dorothy Marie Ng and Ng Wai King acted on the matter. |
Deals – 15 March 2012
Allen & Gledhill has advised Integrated Healthcare Turkey Yatirimlari Ltd and Integrated Healthcare Capital Sdn Bhd, as the borrowers, and Integrated Healthcare Holdings Sdn Bhd, as the guarantor, in respect of a facility agreement with Bank of America, National Association, CIMB Bank Berhad, Credit Suisse AG Singapore Branch, DBS Bank Ltd Labuan Branch, Deutsche Bank AG Singapore Branch and Goldman Sachs Lending Partners LLC, as mandated lead arrangers, for Singapore Dollar and Malaysia Ringgit term loan facilities in an aggregate amount of S$470 million (US$370.7m) and RM450 million (US$147.5m), respectively. The proceeds of the facilities will be used primarily to finance the acquisition of a 60 percent interest in Turkish hospital chain Acibadem Saglik Yatirimlari Holding AS. The borrowers are wholly owned subsidiaries of the guarantor. Partner Julie Sim led the transaction.
Allen & Gledhill has also advised Singapore Post Ltd and DBS Bank Ltd as the sole lead manager and bookrunner in respect of Singapore Post Ltd’s issue of S$350 million (US$276m) 4.25 percent senior perpetual cumulative securities. Partners Margaret Chin, Ong Kangxin and Glenn David Foo led the transaction. Amarchand Mangaldas has advised Tulip Data Centre Services Private Ltd, a wholly owned arm of Tulip Telecom Ltd, in respect of raising INR250 crores (US$50.1m) mezzanine funding from ICICI Bank Ltd. The funds have been raised for the development of a state-of-the-art data centre project in Bangalore spread over an area of 900,000 sq ft, which would be Asia’s largest and world’s third largest. Partner Kalpataru Tripathy acted on the matter whilst ICICI Bank was represented by Argus Partners. AZB & Partners has advised Tata Power Company Ltd in respect of its agreement to acquire 50 percent of the shares of Cennergi (Pty) Ltd, which will acquire and develop electricity generation projects in South Africa, Botswana and Namibia, starting with renewable energy projects in South Africa, through its subsidiary Khopoli Investments Ltd. Partner Shameek Chaudhuri led the transaction which was completed on 3 March 2012. AZB & Partners has also advised GLG Financials Fund in respect of the IPO of approximately 6.4 million equity shares of Multi Commodity Exchange of India Ltd aggregating to approximately US$133 million through an offer for sale by Financial Technologies (India) Ltd, State Bank Of India (Equity), GLG Financials Fund, Alexandra Mauritius Ltd Corporation Bank, ICICI Lombard General Insurance Company Ltd and Bank of Baroda. Partner Shameek Chaudhuri led the transaction which was completed on 9 March 2012. Baker & McKenzie has advised COLI ICBCI China Investment Management (Cayman Islands) Ltd in respect of the formation of Harmony China Real Estate Fund II LP (Harmony Fund II), a co-sponsored private equity real estate fund focused on real estate investment and development opportunities in China. Harmony Fund II successfully raised US$230 million at its first closing on October 2011 and aims to raise further capital up to a maximum of US$500 million. Partner Jason Ng led the transaction. Clifford Chance has advised the International Finance Corporation (IFC), a member of the World Bank Group, in respect of its subscription of S$6.3 million (US$5m) warrants in C&G Environmental Protection Holdings Ltd for its waste-to-energy projects. Under a conditional agreement, C&G will issue approximately 34 million unlisted warrants to IFC totaling around S$6.3 million (US$5m). Upon exercise of all the warrants, these new shares will represent 3.38 percent of the then issued share capital. C&G will use the proceeds as working capital to support five existing waste-to-energy power plants and five such plants under construction across China. Partner Lee Taylor led the deal. Clifford Chance has also acted as international counsel to lenders to Malakoff Corporation Berhad, via its wholly-owned subsidiary, Tanjung Bin Energy Issuer Berhad, in respect of the RM6.5 billion (US$2.13b) financing for a new 1,000 MW supercritical coal-fired power plant which will be built adjacent to the existing Tanjung Bin power plant. The senior debt facilities include the issuance of a RM3.29 billion (US$1b) serially-amortising senior secured Islamic bond (sukuk), a US$400 million term loan and a RM700 million (US$229m) term loan. The junior facility comprises equity loans of RM1.3 billion (US$425.8m). Partner Ting Ting Tan led the deal. Dhir & Dhir Associates has advised RICO Auto Industries Ltd in respect of the sale of 100 percent of its shares in the joint venture and subsidiary KRP Auto Industries Ltd to its joint venture partner for approximately US$5 million. Girish Rawat led the transaction. Guantao has advised Piper Jaffray as the sponsor in respect of the IPO and listing on the HKSE of Life Tech Scientific Corporation on 10 November 2011. Life Tech issued approximately 134.4 million shares through the offering and placement. The offering raised a total of HK$270 million (US$34.8m). Partner Huang Yaping led the transaction. Guantao has also advised PC Partner Group Ltd in respect of its IPO and listing on the HKSE on 12 January 2012. PC Partner issued 105 million shares through the offering and placement which raised a total of HK$170 million (US$22m). Partner Yan Pengpeng led the transaction. Jones Day has advised underwriters Edelweiss, Citi and Morgan Stanley in respect of the US$135 million IPO pursuant to Rule 144A and Regulation S by Multi Commodity Exchange of India Ltd (MCX) which closed on 7 March 2012. MCX is the fifth largest commodity futures exchange in the world. The IPO, the largest so far in India in 2012, constituted an offer for sale of approximately 6.4 million shares or 12.6 per cent of the company’s outstanding equity shares. Partner Manoj Bhargava led the transaction. J Sagar Associates, led by Nosh Modi, acted as the domestic counsel to the issuer while Amarchand & Mangaldas & Suresh A Shroff & Co, led by Yash Asher, acted as the domestic counsel to the underwriters. Jones Day has also advised PT Berau Coal Energy Tbk (Berau) in respect of its US$500 million high-yield bond offering (pursuant to Rule 144A and Regulation S) of 7.25 per cent guaranteed secured senior notes due 2017 which closed on 13 March 2012. Berau engages in the exploration, development, and mining of coal in Indonesia. It has mining operations in approximately 118,400 hectares located in East Kalimantan. As of 31 December 2010, Berau was the fifth largest coal producer in Indonesia. The high-yield bond was underwritten by Bank of America Merrill Lynch, Credit Suisse and JP Morgan. Partner Joseph Bauerschmidt led the transaction. Khaitan & Co has advised Thomson Reuters Corporation USA in respect of the Indian leg of the sale of Thomson Reuters Corp’s Portia business to SS&C Technologies Holdings Inc USA for US$ 170 million. 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. Thomson Reuters operates in 100 countries and has over 55,000 employees across its offices. Partner Rabindra Jhunjhunwala and executive director Dinesh Kumar Agrawal advised on the transaction. Khaitan & Co has also advised Aptara Inc in respect of its acquisition by iEnergizer Ltd, pursuant to the merger of a subsidiary of iEnergizer Ltd with and into Aptara Inc for approximately US$144 million. Aptara Inc is primarily engaged in multi-channel content production and digital media. Partner Bharat Anand led the transaction. Kirkland & Ellis is representing Tudou Holdings Ltd in respect of a definitive agreement announced on 12 March 2012 that combines Tudou and Youku Inc, the top two players in China’s burgeoning online video market. Under the agreement, Tudou and Youku Inc will combine in a 100 percent stock-for-stock transaction expected to be completed by the third quarter of 2012, pending customary closing conditions and shareholder approvals. Upon completion, Youku and Tudou shareholders will own approximately 71.5 percent and 28.5 percent of the combined company, respectively. The combined company will be named Youku Tudou Inc. Youku’s American depositary shares (ADSs) will continue to be listed on the NYSE. In addition to being one of the largest public M&A transactions in China, if completed, the deal represents the first merger between two unrelated US-listed public companies in China. Partners David Zhang, Jesse Sheley and Pierre Arsenault are leading the transaction. Fangda Partners and Maples and Calder are also advising Tudou. Skadden, Arps, Slate, Meagher & Flom, led by partners Michael Gisser and Julie Gao, TransAsia Lawyers and Conyers Dill & Pearman are advising Youku. Minter Ellison is advising Cockatoo Coal Ltd (Cockatoo), an ASX listed metallurgical and thermal coal development and production company, in respect of its A$313 million (US$327m) capital raising via share placement by South Korean company SK Networks. The placement will increase SK Networks’ interest in Cockatoo from 5.5 percent to 40 percent and is expected to be implemented by the end of June 2012. The proceeds will provide equity funding for Cockatoo’s medium term infrastructure and project development commitments and repay debt. To assist with Cockatoo’s funding requirements prior to completion of the placement, SK Networks has agreed, subject to formal documentation, to provide a guarantee for a A$150 million (US$156.7m) loan facility proposed to be provided by KEB Australia Ltd and other lenders. The transaction requires FIRB and relevant Korean Government approvals, as well as Cockatoo shareholder approval. Partner James Philips is leading the transaction. Baker & McKenzie, led by partners Steven Glanz and Won Lee, is acting for SK Networks. Nishith Desai Associates has advised Hammond Power Solutions Inc, a company incorporated and existing under the laws of Ontario, Canada and engaged in the design and manufacture of dry type custom and standard transformers, in respect of its acquisition of 70 percent stake in PAN-Electro Technic Enterprises Private Ltd (PETE), a manufacturer of cast coil, oil filled and VPI transformers, from existing Indian shareholders for a total consideration of approximately US$16 million. Norton Rose Hong Kong has advised HKSE-listed China Daye Non-Ferrous Metals Mining Ltd in respect of the acquisition of four copper mines in China from an entity ultimately controlled by the Hubei Provincial Government for a total consideration of around US$900 million, which was satisfied by the issue of new shares and convertible notes. The transaction resulted in the reverse takeover and deemed new listing of China Daye. The deal represents one of the few significant reverse takeovers to have been successfully completed in Hong Kong in recent years. Partner Julian Chung led the transaction. Paul Hastings, led by partners Raymond Li and Catherine Tsang, advised JP Morgan as the sole sponsor and financial adviser in the transaction. Rajah & Tann is advising AXA in respect of its acquisition of the general insurance business of the HSBC group and HKSE-listed Hang Seng Bank, in a global deal covering, amongst others, Singapore and Hong Kong, with an exclusive 10-year bancassurance agreement with the AXA group as the exclusive provider of GI products distributed by HSBC group companies in Singapore, Hong Kong, Indonesia, India and China. Total deal value is approximately US$494 million. The transaction was announced on 7 March 2012 and is expected to be completed on the second half of 2012. Partners Serene Yeo, Cheng Yoke Ping and Elaine Tay are leading the transaction whilst Linklaters is also advising AXA. Clifford Chance, led by partners Roger Denny, Amy Ho and Alex Erasmus, and Selvam are advising the HSBC group and Hang Seng Bank. Skadden Arps represented BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc and the other underwriters in the US$580 million global offering of the common shares of Sunshine Oilsands Ltd. (as US counsel). The global offering included an initial public offering and listing on the Hong Kong Stock Exchange, a Regulation S component, and a Rule 144A component. Sunshine Oilsands Ltd. is the largest holder of non-partnered oil sands leases in Canada’s Athabasca oil sands region. Stamford Law is advising SGX-listed United Fiber System Ltd (UFS) in respect of the proposed issue of up to S$15.8 million (US$12.5m) zero coupon convertible bonds to Raiffeisen Bank International AG Singapore Branch (RBI). The proposed bond issue forms part of the debt restructuring exercise by UFS to settle its existing indebtedness to RBI without UFS incurring new cash outflow. Yap Lian Seng and Elizabeth Kong are leading the transaction. Stamford Law is also advising SGX-listed Contel Corporation Ltd (Contel) in respect of a major business restructuring exercise involving the proposed divestment of a substantial part of the company’s existing core business to its chairman and chief executive officer Wang Chengqun. Under the proposed business restructuring, Contel will transfer its business of manufacturing and sale of digital media products held under a direct wholly-owned subsidiary, Granpex International, to Wang but will retain its business of development and sale of global position system (GPS) products currently operated under an indirect wholly-owned subsidiary, Motion Win. As part of the proposed business restructuring, Contel will be waiving and discharging some US$19.9 million of indebtedness due and owing by Granpex International and its subsidiaries. Upon completion of the transaction, Contel’s principal activities will comprise the business of development and sale of GPS products as carried on by Motion Win, which will become a direct wholly-owned subsidiary of Contel, and the business of silicon trading as carried on by its recently acquired subsidiary, Midland Silicon. Also leading the transaction are Yap Lian Seng and Elizabeth Kong. Sullivan & Cromwell is advising Lord Graham Kirkham and Brait Capital as lead investors in respect of the private equity-backed management buyout of Iceland Foods announced 9 March 2012. The completion of the deal will see the Malcolm Walker-led management team regain control of the company and the exit of troubled Icelandic banks Glitnir and Landsbanki. Partner Tim Emmerson led the transaction. Co-investor Landmark is being advised by Latham & Watkins. Other advisers include Allen & Overy which is advising the management team and Linklaters which is advising the liquidators to Glitnir and Landsbanki. Sullivan & Cromwell has also represented Morgan Stanley (as an LSE shareholder) in respect of LSE’s €463 million (US$603.3m) acquisition of a stake in LCH Clearnet. LSE’s investment will give it a 60 percent stake in the clearing house and its own clearing capability in the UK. Partner Tim Emmerson also led the transaction. Freshfields Bruckhaus Deringer advised LSE whilst Clifford Chance advised LCH Clearnet. WongPartnership has advised NTT Facilities Inc in respect of the design and construction of the Serangoon Data Centre, which is designed to serve the financial services industry and enterprises in Asia that require high power, low latency networks and a stable and secured infrastructure to build on their private cloud. The project was accorded the Green Mark Platinum Award, the highest accolade for buildings that are energy and water-efficient and environmentally friendly, by the Singapore Building and Construction Authority. Partner Ian De Vaz acted on the matter. WongPartnership has also acted for Sinocom Pharmaceutical Inc, a corporation incorporated in Nevada, USA and an established pharmaceutical wholesaler and distributor in the PRC, and its shareholders in respect of the proposed reverse takeover of LANKom Electronics Ltd, a Bermuda company based in Taiwan and listed on the SGX. Partners Mark Choy and Tan Sue-Lynn acted on the matter. Zhonglun Law Firm has acted for Daye Special Steel Co Ltd, a large Chinese steel company, in respect of securing a very favorable judgment upholding all claims in an arbitration before the Dubai International Arbitration Centre against a Dubai incorporated company. The amount under dispute was roughly US$2 million and was related with international sale of goods. Partner Wilson Wei Huo led the transaction. |
Deals – 8 March 2012
Allen & Gledhill has acted as Singapore law counsel for DBS Bank Ltd (DBS) in respect of its issue of US$1 billion 2.35 per cent senior notes due 2017 under its US$15 billion global medium term note programme. DBS, Bank of America Merrill Lynch and Goldman Sachs (Singapore) Pte were the joint lead managers. Partners Glenn Foo and Bernie Lee led the transaction.
Allen & Gledhill has also advised Australia and New Zealand Banking Group Ltd as the arranger in respect of the establishment of a S$500 million (US$397m) multicurrency medium term note programme by Cambridge-MTN Pte Ltd, a wholly-owned subsidiary of Cambridge Industrial Trust (CIT). The notes issued under the programme will be guaranteed by CIT. Partner Margaret Chin led the transaction. AZB & Partners has advised Indian Railway Finance Corporation Ltd in respect of the public issue of tax free, secured, redeemable, non-convertible bonds with face value of INR1,000 (US$19.88) each aggregating to approximately INR62.69 billion (US$1.25b). Partner Meera Singh Joyce led the transaction which was completed on 23 February 2012. AZB & Partners has also advised Reliance Holding USA Inc and Reliance Industries Ltd in respect of the issuance of approximately US$500 million 5.4 percent senior unsecured notes due 2022 by Reliance Holding USA Inc guaranteed by Reliance Industries Ltd. Partners Shuva Mandal and Varoon Chandra led the transaction which was completed on 28 February 2012. J Sagar Associates advised the joint book-runners and lead managers composed of Barclays Bank PLC, Citigroup Global Markets Inc and The Hong Kong and Shanghai Banking Corporation Ltd. Clayton Utz is advising ASX/TSX/NSX listed Extract Resources Ltd (Extract) in respect of the A$2.2 billion (US$2.3b) recommended unconditional cash offer by Taurus Mineral Ltd, an entity owned by Chinese state-owned CGNPC Uranium Resources Co and the China-Africa Development Fund. The offer, which opened on 1 March 2012, follows Taurus’ £632 million (US$995m) takeover bid for AIM-listed Kalahari Minerals plc, a 42.74 per cent shareholder in Extract. The offer, which is scheduled to close at 7pm (AEDST) on 2 April 2012, has been unanimously recommended by Extract’s independent directors, in the absence of a superior proposal. Partner Mark Paganin led the transaction. Clayton Utz has also assisted NBN Co in respect of the finalisation of its A$11 billion (US$11.6b) agreement with Telstra, ensuring the availability of Telstra’s existing infrastructure in the national roll-out of, and the migration of fixed telecommunications services from copper to, the NBN Co fibre network. The transaction is considered an important milestone in the delivery of the first national wholesale-only, open access broadband network to all Australians – the largest infrastructure project ever undertaken in Australia. Partners Bruce Lloyd, John Collins and Kirsten Webb led the transaction. Clifford Chance has advised the National Agricultural Cooperative Federation (NACF) in respect of its debt liability management exercise, including solicitation of consents from the holders of its outstanding US$400 million 5.55 per cent notes due 2012, US$180 million 8.5 per cent notes due 2014, US$500 million 5 percent notes due 2014, US$500 million 4.25 per cent notes due 2016, US$500 million 3.5 per cent notes due 2017, HK$230 million (US$29.6m) 4.8 per cent notes due 2012, HK$250 million (US$32.2m) 4.56 per cent notes due 2013, S$50 million (US$39.7m) 1.1 per cent notes due 2012, S$38 million zero coupon notes due 2012, S$40 million (US$31.7m) 1.27 per cent notes due 2013 and JPY10 billion (US$123m) 3.16 per cent notes due 2 May 2018. NACF sought consent from the note-holders for approval of its re-organization involving the split-off of its financial businesses into several subsidiaries owned by NACF, and waiver of any event of defaults that may arise in connection with such re-organization which became effective on 2 March 2012. Partners Hyun S Kim, Stewart Dunlop and Paget Dare Bryan led the transaction. Freshfields Bruckhaus Deringer has advised Canadian oil sands business Sunshine Oilsands Ltd in respect of its US$578 million global offering of shares and listing on the HKSE. Sunshine Oilsands Ltd is primarily focused on the development and production of oil sands within its 464,897 hectares of leases in the Athabasca oil sands region in Alberta, Canada. It will use the listing proceeds for funding the development of its oil sands and heavy/light oil projects and for general working capital. Sunshine Oilsands Ltd. is the first Alberta incorporated company to list on the HKSE and is the first oil sands business to list on the HKSE. Bank of China International, Deutsche Bank and Morgan Stanley are joint global co-ordinators and joint sponsors of the global offering. Teresa Ko and Ken Martin led the transaction. Kirkland & Ellis, led by partners Dominic Tsun and Li-Chien Wong, acted as Hong Kong legal adviser to the underwriters, led by Morgan Stanley, Deutsche Bank and BOCI. In addition, Skadden represented BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc and the other underwriters in the US$580 million global offering of the common shares of Sunshine Oilsands Ltd. (as US counsel). Partner Alec Tracy of Skaddens led the transaction. J Sagar Associates has advised BSE-listed Amrit Banaspati Ltd in respect of the sale of its edible oils and fats business to Bunge India Private Ltd (Bunge), a wholly-owned subsidiary of Bunge Ltd. Bunge paid a consideration of INR220.7 crore (US$43.7m) to Amrit Banaspati to acquire the business on a slump sale basis. Bunge also paid a sum of INR104.5 crore (US$20.8m) to Amrit Corp Ltd, an affiliate of Amrit Banaspati, for the purchase of certain trademarks related to the business, and a sum of INR47 crore (US$9.35m) to certain individual promoters of Amrit Banaspati by way of non-compete fees. Partners Jyoti Sagar and Rohitashwa Prasad led the transaction. J Sagar Associates has advised Saint Gobain in respect of its pre-merger filing under the Competition Act 2002 in connection with the proposed acquisition of Shri Ram Electro Cast Ltd, which includes the ductile pipe division of its parent company, Electrotherm India Ltd. The transaction was notified to the Competition Commission of India (CCI) on 9 January 2012. After inquiry and a data requisition, the CCI unconditionally approved the acquisition on 16 February 2012 within the prescribed thirty day period. Partners Farhad Sorabjee and Amitabh Kumar led the transaction. Khaitan & Co has advised Kintetsu World Express Inc (KWE) and its subsidiary companies in respect of the joint venture with Gati Ltd in India. Gati will transfer its existing express distribution business to the JV and KWE will take a 30 percent stake in the JV company for approximately US$54 million. Executive director Daksha Baxi and partners Rajat Mukherjee and Manas Kumar Chaudhuri led the transaction. Khaitan & Co has also advised Thomson Reuters (Markets) LLC and Thomson Reuters India Services Private Ltd in respect of the acquisition of RedEgg Solutions Inc USA and RedEgg Infoexpert Technologies Private Ltd India. Thomson Reuters is the world’s leading source of intelligent information for businesses and professionals. Niren Patel led the transaction. King & Wood Mallesons has acted for the Bank of Cyprus Group in respect of the sale of its Australian operations, Bank of Cyprus Australia, to Bendigo and Adelaide Bank. Bank of Cyprus is a leading Cypriot bank and financial services group. Its Australian operations include 14 branches throughout the country. Bank of Cyprus Australia will operate as a stand-alone entity. Partner Joe Muraca led the transaction. Freehills acted for Bendigo. Maples and Calder has acted as Cayman Islands counsel to UBP Investments Co Ltd (UBP) in respect of the establishment of Triangle Fund, a Cayman Islands umbrella unit trust, and Enhanced Opportunity Fund (EOF), the first series trust of Triangle Fund. UBP is a Japanese subsidiary of Union Bancaire Privée, one of the leading Swiss private banks. EOF was the first investment fund promoted by UBP to be offered exclusively to Japanese investors. As at launch, subscriptions totalling approximately US$80 million were received. Maples and Calder has also acted as Cayman Islands counsel to BNY Mellon Asset Management Japan Ltd in respect of BNY Mellon US Investment Grade Corporate Bond Fund, the fourth series trust of BNY Mellon Japan Offshore Fund Series. The investment objective of the fund is to seek to provide stable income and long-term asset appreciation through investing primarily in US dollar denominated corporate bonds of US and non-US issuers. Nick Harrold and Terence Ho led the transaction whilst Japanese legal advice was provided by Mori Hamada & Matsumoto. Nishith Desai Associates has acted as Indian legal and tax counsel to Bilfinger Berger Industrial Services GmbH (BIS), the largest German provider of repair and maintenance services for plants in the process industry, in respect of its acquisition of 98 percent and 100 percent stake in Surat based companies Neo Structo Construction Ltd (Neo Structo) and Spetech Plant Equipments Private Ltd (Spetech), respectively. Neo Structo and Spetech are engaged in the execution of mechanical engineering projects for Indian and international clients. Nishith Desai Associates has also acted for Piramal Healthcare Ltd and PHL Finance Private Ltd in respect of their subscription of secured redeemable non-convertible debentures issued by Keystone Realtors Private Ltd (KRPL) and Rustomjee Constructions Private Ltd on a private placement basis. KRPL is the flagship company of Rustomjee Group, a leading real estate developer in Mumbai. The group is engaged in developing, planning, construction and marketing of residential and commercial premises. It also provides after-sales and maintenance services. Rahmat Lim & Partners, an associate firm of Allen & Gledhill, has advised Kenanga Investment Bank, the independent adviser to SapuraCrest Petroleum Bhd (SPB), in respect of the acquisition by Integral Key Berhad (IKB) of the entire business and undertakings, including all assets and liabilities, of SBP for a total consideration of approximately MYR5.8 billion (US$1.9b). Partners Lim Teong Sit and Wan Kai Chee led the transaction. Rajah & Tann has advised SGX-listed GMG Global Ltd, a subsidiary of Sinochem International Corporation, in respect of its acquisition from Fimave SA of approximately 35 percent of the shares in the capital of Siat SA, a limited liability company incorporated in Belgium which has investments in various entities incorporated in Africa. Siat SA is planning to expand its existing plantations and acquire additional estates. The transaction was valued at approximately €192.56 million (US$253.25m). Partner Abdul Jabbar Bin Karam Din led the transaction which was announced on 21 February 2012 and is yet to be completed. Other counsels for GMG Global were Loyens & Loeff (Belgium), Clyde & Co (Shanghai), Aluko & Oyebode (Nigeria), Oxford & Beaumont (Ghana), SCPA Dogue-Abbe Yao & Associes (Ivory Coast) and Miranda Correia Amendoeria & Associados (Gabon). Eubelius advised Fimave SA and Siat SA. Rajah & Tann has also advised Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), and HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee for A-REIT, in respect of the acquisition by A-REIT of Corporation Place, a 7-Storey high-tech industrial building at 2 Corporation Road for S$99 million (US$78.6m). Partner Yap Chew Fern led the transaction which was completed on 8 December 2011. Shook Lin & Bok has acted for F&H Fund Management Pte Ltd (F&H), a private equity firm in Singapore, in respect of its S$15 million (US$12m) investment in local food maker JR Foodstuff Industries Pte Ltd (JR Foodstuff). The funds injected by F&H are expected to be used for JR Foodstuff’s expansion into the Chinese market. Partner Tan Wei Shyan led the transaction. Slaughter and May’s Hong Kong office has advised Swire Pacific Ltd in respect of the issue by its wholly owned subsidiary, Swire Pacific MTN Financing Ltd, of US$500 million 4.5 percent guaranteed notes due 2022. The notes were issued under Swire Pacific’s US$3.5 billion medium term note programme. The notes are guaranteed by Swire Pacific and are listed on the HKSE. HSBC and JP Morgan acted as the lead managers. Partner Laurence Rudge led the transaction. Stamford Law is advising Mainboard-listed Ocean Sky International Ltd in respect of its share placement to raise proceeds of approximately S$3.5 million (US$2.8m). The proceeds from the placement will be used to finance the general working capital requirements and for mergers and acquisitions, joint ventures or strategic alliances as and when the opportunity arises. Partner Bernard Lui led the transaction. Sullivan & Cromwell is representing Versa Capital Management LLC in respect of its sale of Central Parking Corporation (CPC) to Standard Parking Corporation (SPC). SPC signed a definitive agreement and plan of merger with CPC which, when completed, will add more than 2,200 locations and approximately one million parking spaces to SPC’s portfolio across the United States. SPC will pay total consideration comprised of cash, stocks and the assumption of CPC’s debt. The Boards of Directors of both companies have approved the transaction which was announced on 29 February 2012 and is expected to close in the third quarter of 2012, subject to SPC stockholder approval and other customary closing conditions. Partners Alison Ressler and Hydee Feldstein are leading the transaction. Katten Muchin Rosenman and Ernst & Young are advising SPC whilst Ropes & Gray and Wilmer Cutler Pickering Hale and Dorr are advising CPC. WongPartnership has acted as Singapore counsel for MMI International in respect of its US$300 million high-yield bond due 1 March 2017. Credit Suisse, JP Morgan and UBS were joint book-runners. Partners Choo Ai Leen, Lim Hon Yi, Hui Choon Yuen and Tan Shao Tong acted on the matter. WongPartnership has also acted as Singapore counsel for Legrand France SA, a global specialist in electrical and digital building infrastructures, in respect of its US$171 million acquisition of Chennai-based Numeric Power Systems Ltd’s uninterruptible power supply (UPS) business division. Partners Low Kah Keong, Teo Hsiao-Huey, Jeffrey Lim and Ameera Ashraf acted on the matter. |
Deals – 1 March 2012
Allen & Gledhill has advised Singbridge Holdings Pte Ltd (Singbridge) in respect of the joint venture awarded by the PRC’s Chongqing Yuzhong District Government for the acquisition and development of a parcel of land at Chao Tian Men, Yuzhong District, Chongqing. The JV comprises two wholly-owned subsidiaries of Singbridge, Casuarina Group Pte Ltd (CGPL), CMA China III Pte Ltd (CMA China III) and Reknown City Holdings Ltd (Reknown City). CGPL is a wholly-owned subsidiary of CapitaLand Ltd; CMA China III is a wholly-owned subsidiary of CapitaMalls Asia Ltd (CMA) whilst Reknown City is a company owned by CGPL and CMA. The value of the transaction is approximately S$1.28 billion (US$1b). Partners Lim Mei, Christian Chin, Lee Kee Yeng and Teh Hoe Yue led the transaction.
Allen & Gledhill has also advised and acted as listing agent for Global Logistic Properties Ltd in respect of its issue of S$250 million (US$200m) 5.5 per cent perpetual capital securities. The new securities have the same terms and conditions as the S$500 million (US$400) 5.5 percent perpetual capital securities issued on December 2011 in all respects, except for the issue date and issue price, and are consolidated and form a single series with the original securities. Partners Leonard Ching and Bernie Lee led the transaction. Allens Arthur Robinson has advised Qantas Group in respect of its new partnership with Vietnam Airlines to strengthen Vietnam’s first value-based carrier, Jetstar Pacific. Jetstar Pacific is majority owned by national full-service carrier Vietnam Airlines. Under the deal which was signed on 21 February 2012, Qantas Group will increase its ownership stake in Jetstar Pacific from 27 percent to 30 percent and provide the low-cost carrier with A$7.5 million (US$8m) in capital for fleet renewal. Vietnam Airlines, which owns the remaining stake, will contribute A$17.5 million (US$18.8m) in capital. Partner Bill Magennis led the transaction. Allens Arthur Robinson is also advising Westpac Banking Corporation in respect of a hybrid security deal that is expected to raise at least A$1 billion (US$1.07b) in funding for the bank. Under the deal, Westpac convertible preference shares will be offered at an issue price of A$100 (US$1.07) each and will be available to eligible security-holders, broker firm applicants and institutional investors. Partner Stuart McCulloch led the transaction. Freehills is representing the joint lead managers. Amarchand & Mangaldas & Suresh A Shroff & Co has acted for Fidelity India Ventures (FIV), Fidelity India Principals (FIP) and Manthan Software Services Private Ltd in respect of Norwest Venture Partners’ (NVP) investment into Manthan Software Services Private Ltd, a company engaged in providing information technology related services. FIV and FIP were the existing investors. The deal contained both primary and secondary transactions. The secondary transaction involved purchase of shares by NVP from IDG Ventures and Draper Fisher Jurvetson ePlanet entities. The deal, valued at approximately US$15 million, was signed on 23 November 2011 and closed recently. Partner Arjun Lall led the transaction whilst Trilegal and Narasappa, Doraswamy & Raja were the other legal advisors on the deal. Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Sequoia Capital India Operations LLC in respect of its investment into Edusys Services Private Ltd, a company which provides educational training pertaining to professional certification/test preparation courses through online and classroom medium. The transaction, valued at approximately US$7.5 million, was signed on 19 January 2012 and closed on 16 February 2012. Partner Reeba Chacko led the transaction. Ernst & Young was the banker for the deal whilst Indus Law was the legal advisor to Edusys Services Private Ltd. Clayton Utz has advised ASX-listed Kingsgate Consolidated Ltd in respect of its approximately A$70 million (US$75.3m) fully underwritten share placement announced on 22 February 2012. Partners Stuart Byrne and John Elliott led the transaction. Eversheds has advised steel manufacturer Xiwang Special Steel Company Ltd in respect of its US$171 million IPO listing on the HKSE. The offering of 500 million shares or 25 percent of the enlarged share capital was priced at HK$2.65 per share (US$0.34). JP Morgan is the sole sponsor and sole global coordinator of the offering. Partner Stephen Mok led the transaction. Gibson, Dunn & Crutcher is representing Iconix Brand Group in respect of its joint venture with Reliance Brands Ltd, a part of the Reliance Industries Group, the largest private sector company in India. The new JV, which will be based in Mumbai, will own the fashion and home brands from the Iconix portfolio for the Indian territory. Existing Iconix business in India with brands such as Mossimo and Ed Hardy will also be rolled into the partnership. The new partnership is subject to regulatory approval. Partners Jai Pathak, David Kennedy and Barbara Becker led the transaction. Hunton & Williams has represented Mitsubishi Corporation in respect of its acquisition of approximately 34 percent equity interest in Mareña Renovables, a circa US$1B 396 MW wind power generation project in Oaxaca, Mexico. Mareña Renovables is Latin America’s largest wind farm project. The project will be jointly developed and operated by Mitsubishi and its partners, Macquarie Mexican Infrastructure Fund and pension fund PGGM of The Netherlands. The debt financing for the project is being provided by a syndicate of commercial lenders and development banks. Eksport Kredit Fonden (EKF), the Danish export credit agency, is providing a guarantee for a portion of the construction term loan. Partner Raj Pande led the transaction. Khaitan & Co has advised SIBUR in respect of its joint venture with Reliance Industries Ltd for the formation of Reliance Sibur Elastomers which is set to become the fourth largest supplier of butyl rubber (an input for tyres) in the world. The JV will set up a butyl rubber plant worth US$450 million. SIBUR, the largest petrochemical company of Russia and Eastern Europe, operates across the entire petrochemical process chain. Partner Aakash Choubey and executive director Daksha Baxi led the transaction whilst Herbert Smith, led by partner Nicholas Moore, acted as international legal advisors. Khaitan & Co has also advised Prosegur Compañia De Seguridad SA in respect of the formation of a joint venture with Security and Intelligence Services (India) Ltd India to provide cash management services to its clients, including Indian banks, financial institutions and organised retail firms. Prosegur is a publicly traded company in the global security services business. Partner Bharat Anand advised the client on the transaction. Kim & Chang has represented LSF-KEB Holdings SCA, a subsidiary of Texas-based Lone Star Funds (LSF), in respect of the transfer of its 51.02 per cent stake in Korea Exchange Bank (KEB) to Hana Financial Group for approximately KRW3.9 trillion (US$3.5b). LSF’s exit comes over eight years after its initial investment in KEB in 2003, where the firm also advised LSF. Having executed the share purchase agreement in November 2010, the sale took place after more than a year of negotiating with regulators in multiple jurisdictions to successfully procure their approvals for the transaction. Do-Young Kim, Won-Kyu (John) Choi and Yoon-Goo Kwon led the transaction which closed on 9 February 2012. Latham & Watkins has represented WNS (Holdings) Ltd, a provider of global offshore business process outsourcing services, in respect of its US$113 million follow-on offering of approximately 12.25 million American Depositary Shares on the NYSE. Partners Michael Sturrock and Min Yee Ng led the transaction. Mallesons has acted for arranger and joint lead manager Deutsche Bank AG Sydney Branch, as well as joint lead managers ANZ Securities Ltd, NAB and the Commonwealth Bank of Australia in respect of AGL’s A$650 million (US$699m) high equity credit subordinated note issue. The funds raised are proposed to be used to increase AGL’s ownership interest in the Loy Yang A power station and adjacent coal mine and for general corporate purposes. Loy Yang A power station is Victoria’s largest power station. Partners Ian Paterson, Shannon Finch and David Friedlander led the transaction. Minter Ellison has advised Quadrant Private Equity, one of Australia’s leading private equity houses, in respect of its joint venture with APN News & Media Ltd, owner of the largest outdoor advertising business in Australia and New Zealand, to target expansion within the outdoor advertising segment in Australia, New Zealand and Asia. Quadrant and APN will each hold 50 per cent of the JV, with APNO management retaining an equity interest. The JV will cover all of APN’s wholly-owned outdoor businesses in Australia and New Zealand as well as APN’s 50 per cent interests in Rainbow Premium Outdoor, its Indonesian outdoor business. The transaction values APN Outdoor at A$272 million (US$292M) on an enterprise value basis. Partner Callen O’Brien, assisted by partner Riccardo Casali, led the transaction which is subject to customary completion conditions. Morgan Stanley also advised Quadrant. APN was advised by RBS and Baker & McKenzie. Paul Hastings has advised General Electric Company in respect of the planned joint venture among its GE Aviation business unit, a world-leading provider of jet and turboprop engines, components and integrated systems, Japan’s Nippon Carbon Co Ltd (Nippon Carbon) and France’s high-technology group Safran. The JV will manufacture and sell high-performance, heat-resistant silicon carbide continuous fiber for use in next-generation aircraft engine components. The venture, through which GE Aviation aims to secure an ongoing supply of materials for its engines, will be owned 50 per cent by Nippon Carbon and 25 per cent by each of GE and Safran. Partner Ted Johnson led the transaction. Shook Lin & Bok has acted for WPP Group in respect of the acquisition by its wholly-owned operating company, Cohn & Wolfe, of a majority stake in XPR, one of Singapore’s largest independent public relations and digital communications agencies with offices in Singapore, Malaysia and Indonesia. Partner David Chong led the transaction. Slaughter and May is advising Alibaba.com Ltd in respect of its proposed privatisation by Alibaba Group and withdrawal from listing on the HKSE. Under a proposed scheme of arrangement announced on 21 February 2012, Alibaba Group will offer up to approximately HK$19.6 billion (US$2.5b) for shares and other securities in Alibaba.com. The scheme of arrangement is subject to shareholder and Court approval. Partner Benita Yu led the transaction. Stamford Law is advising Mainboard-listed Ezion Holdings Ltd in respect of its share placement to raise proceeds of approximately S$100 million (US$80m). The oil and gas services firm has a fast growing portfolio of contracts. The proceeds from the placement will be primarily used to fund its acquisition of offshore and marine assets. CLSA is the placement agent. Directors Bernard Lui and Lim Swee Yong led the transaction. Uría Menéndez has advised Yanggu Xiangguang Copper Co Ltd (XGC) in respect of its conditional agreements with Europe-based minerals development and exploration company EMED Mining Public Ltd (EMED) for an aggregate funding package of US$30 million in exchange for a 10 per cent equity interest in EMED and the grant of off-take rights over Rio Tinto Mine’s copper production. Half the funding package is to be in the form of a share capital investment and the other half a future standby debt facility. EMED is also in advanced discussions with potential project financiers to finalise a US$175 million project debt. The deal with XGC, together with the project finance negotiations, were presented by EMED as part of a plan to fund the restart of commercial production at the Rio Tinto Mine in Andalusia, Spain, which is still subject to a number of conditions. Partners Christian Hoedl and Mariano Magide Herrero led the transaction. WongPartnership has acted for the bonds trustee in respect of DBS Bank Ltd’s issue of S$1 billion (US$800m) fixed rate subordinated notes due 2022 under its US$15 billion global medium term note programme. Partner Hui Choon Yuen acted on the matter. WongPartnership LLP has also acted as Singapore counsel for AWE Ltd, an ASX listed oil and gas exploration and production company, in respect of its acquisition from Malaysia’s Genting Berhad of Genting Oil Natuna Pte Ltd and Sanyen Oil & Gas Pte Ltd, which own two Indonesian offshore oil blocks. Partners Mark Choy and Milton Toon acted on the matter. |
Deals – 23 February 2012
Allen & Gledhill has advised DBS Bank Ltd in respect of the pricing of the issue of S$1 billion (US$794m) fixed rate subordinated notes due 2022. The notes will initially bear a fixed coupon of 3.3 per cent per annum with interest payable semi-annually. The notes were issued on 21 February 2012 and are expected to qualify as Lower Tier 2 capital of DBS, subject to the requirements of the Monetary Authority of Singapore. DBS was the lead manager whilst Goldman Sachs (Singapore) Pte and Merrill Lynch (Singapore) Pte Ltd were the co-managers. Partner Glenn Foo led the transaction.
Allen & Gledhill has also advised Keppel Corporation Ltd in respect of the increase in the size of its multicurrency medium term note programme from US$600 million to US$1.2 billion, under which Keppel has issued S$400 million (US$318m) 3.145 per cent fixed rate notes due 2022. DBS Bank Ltd was the sole lead manager and book-runner. Partner Glenn Foo also led the transaction. Allens Arthur Robinson has advised Tabcorp Holdings Ltd, one of Australia’s leading wagering, gaming and entertainment groups, in respect of its A$200 million (US$213m) offer of unsecured, subordinated notes to be listed on the ASX. Tabcorp, one of Australia’s top 100 ASX-listed companies by market capitalisation, announced the offer on 14 February 2012. The notes will pay a floating rate of interest equal to a fixed margin above the three-month bank bill rate, subject to deferral in certain circumstances. Following strong support from brokers and institutional investors, Tabcorp brought forward the book-build to determine the margin to 15 February 2012 – previously scheduled for 21 February 2012 – and set the margin at 4 per cent per annum at the bottom end of the range. Partners Robert Simkiss and Robert Pick led the transaction. Mallesons advised the joint lead managers. Amarchand & Mangaldas & Suresh A Shroff & Co has acted for India Equity Partners (which had invested in the company through Mulith Equity Holdings Ltd Mauritius) in respect of a private equity investment by General Atlantic Singapore Fund Pte Ltd in Fourcee Infrastructure Equipments Private Ltd, by way of a primary investment as well as the purchase of the entire shareholding of Mayfield FVCI Ltd. India Equity Partners, another private equity investor, was and continues to be an existing shareholder in Fourcee, having invested approximately US$25 million in October 2010. The approximate value of the entire investment (primary and secondary) by General Atlantic Singapore Fund Pte Ltd is US$104 million. The shareholders’ agreement was signed on 21 December 2011 whilst closing date was 11 January 2012. Partner Reeba Chacko led the transaction. Wadia Ghandy Bangalore represented General Atlantic Singapore Fund Pte Ltd, Alliance Legal Mumbai represented Fourcee Infrastructure Equipments Private Ltd and Economic Law Practice Mumbai represented Mayfield FVCI Ltd. Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Marico Ltd in respect of the acquisition of the personal care business of Paras Pharmaceuticals Ltd from the Reckitt Benckiser Group. Pursuant to the acquisition, all key assets, including intellectual property rights, supply agreements and third party manufacturing agreements relating to the personal care business, shall be transferred to a separate company in which Marico will acquire 100 per cent shares. Accordingly, key brands of the business being “SetWet”, “Zatak” and “Livon” shall be transferred to Marico. Partner Leena Chacko led the transaction which was signed on 15 February 2012 and is expected to close by May 2012. PRA Law Offices advised Reckitt Benckiser. Ashurst has advised Ichthys LNG Pty Ltd (Ichthys LNG) in respect of the sale of its entire LNG output of 8.4 million tonnes per annum (mtpa) from its Ichthys LNG Project. INPEX Corporation and TOTAL are the principal sponsors of the US$34 billion Australian project. LNG sales and purchase contracts (SPAs) were concluded in December 2011 and January 2012 with several electric power companies, including INPEX and TOTAL affiliates. The conclusion of the long term SPAs paved the way for the final investment decision of the Ichthys LNG project, which was announced on 13 January 2012. Approximately 70 per cent of the LNG is destined for Japan. Partner Rupert Burrows led the transaction. AZB & Partners is advising GLG Financials Fund in respect of the public offer of approximately 6.4 million equity shares of Multi Commodity Exchange of India Ltd through an offer for sale by Financial Technologies (India) Ltd, State Bank of India (Equity), GLG Financials Fund, Alexandra Mauritius Ltd, Corporation Bank, ICICI Lombard General Insurance Company Ltd and Bank of Baroda. The red herring prospectus was filed on 10 February 2012 and the deal is yet to be completed. Total consideration for the transaction will be determined post closure of the IPO. Partner Shameek Chaudhuri is leading the transaction. Baker & McKenzie has advised HKSE-listed Li Ning Company Ltd, one of the leading sports brand enterprises in the PRC, in relation to its issue of convertible bonds in an aggregate principal amount of RMB750 million (US$119m), which are convertible into shares in the capital of the company. Convertible bonds in the principal amount of RMB561 million (US$89m) were issued to an affiliate of TPG Asia Inc and convertible bonds in the principal amount of RMB189 million (US$30m) were issued to an investment vehicle managed by a private equity investment arm of the Government of Singapore Investment Corporation. Partner Rossana Chu led the transaction. Clifford Chance has advised Dragone Entertainment GmbH, a leader in the creation and production of live theatrical shows, in respect of its 10-year strategic cooperation with Dalian Wanda Group, a leading commercial real estate developer in China. The strategic cooperation involves establishing a joint venture between the parties to develop, produce and operate live theatrical shows of an unprecedented scale and quality in China, to be staged in properties developed and managed by the Dalian Wanda Group. Partner Terence Foo led the transaction. Clifford Chance has also advised the Government of Singapore Investment Corporation (GIC) in respect of the RMB189 million (US$30m) investment by its affiliate in convertible bonds in HKSE-listed Li Ning Company Ltd, a leading sports brand enterprise in China. GIC is an existing investor in Li Ning and this investment, which was made alongside a larger investment by TPG, takes GIC’s aggregate investment (together with its affiliates) to approximately 8 per cent of the fully diluted share capital of Li Ning, assuming the bonds are fully converted. Partner Simon Cooke led the transaction. Dhir & Dhir Associates has acted as lenders’ legal counsel to a consortium of lenders led by Power Finance Corporation Ltd in respect of additional financial assistance of approximately INR945 million (US$20m) to Dans Energy Ltd for its proposed 96MW (2×48) hydro electric power project at Sikkim. Girish Rawat and Ayanka Singh advised on the matter. Freshfields Bruckhaus Deringer has advised HKSE-listed property developer Shui On Land Ltd in respect of an issue of US$400 million senior notes issued by Shui On Development Ltd, a wholly-owned subsidiary of Shui On Land Ltd. The net proceeds will be used principally to fund capital expenditure related to the group’s real estate operations and to repay existing indebtedness. Partners Calvin Lai and Andrew Heathcote led the transaction. IfflaWade, Middletons and Adnan Kelana Haryanto & Hermanto have advised PT Tower Bersama Infrastructure Tbk in respect of the purchase and leaseback of 2,500 towers from PT Indosat Tbk. Jeremy Wade, Chris Scott and Andy Kelana led the transaction which has an upfront consideration of US$406 million made up of cash and shares and a maximum potential deferred payment of US$113 million. Khaitan & Co has advised ICICI Bank Ltd in respect of the restructuring of existing advances made to the overseas subsidiary of Sona Okegawa Precision Forgings Ltd as part of overseas acquisition financing. ICICI Bank is India’s largest private sector bank, with a network of 2,532 branches in India, and has a presence in 19 countries. Partner Shishir Mehta advised the client on the transaction. Khaitan & Co has also advised CPA Global Jersey (CPA Gobal) in respect of the Indian leg of the sale of CPA Global by Intermediate Capital Group (ICG) and the founder shareholders to Cinven. CPA Global is a leading provider of legal process outsourcing and the world’s top intellectual property management specialist. Partner Kalpana Unadkat represented the client on the transaction. Latham & Watkins is advising energy and infrastructure company PT Dian Swastatika Sentosa Tbk (DSS) in respect of the proposed sale of its 67 per cent stake in Indonesia Stock Exchange listed PT Golden Energy Mines Tbk (GEM) to United Fiber System Ltd (UFS) for S$1.55 billion (US$1.23b). SGX-listed UFS will issue new shares as consideration for the proposed acquisition, resulting in DSS acquiring 92.8 per cent of UFS’s enlarged share capital (without taking into account certain other share issuances contemplated) if the proposed acquisition is completed. The proposed acquisition, if completed, will result in the reverse takeover of UFS by DSS, and is subject to definitive documentation and regulatory approvals. Partner Sin Chei Liang is leading the transaction. Mayer Brown JSM has advised IFC Development Ltd (IFC Development) in respect of a HK$10 billion (US$1.29b) 3-year syndicated term loan facility to IFC Development Corporate Finance Ltd. The facility is one of the largest Hong Kong dollar corporate syndicated loans raised recently. It was supported by a consortium of 17 leading international and local financial institutions, including Bank of China, Bank of Tokyo-Mitsubishi UFJ and HSBC. The facility will partially refinance the HK$17.35 billion (US$2.24b) term loan facility of IFC Development in 2007.Partner Francis Chen led the transaction. Minter Ellison is advising Taurus Mineral (Taurus) in respect of the A$2.18 billion (US$2.32b) downstream takeover offer for Extract Resources (Extract) and the US$1.175 billion financing facility from China Development Bank. Taurus, owned by Chinese state-owned CGNPC Uranium Resources Company (CGNPC-URC) and PRC-based China Africa Development (CAD) Fund, is to make a downstream takeover offer for Extract. This offer follows on from Taurus’ successful upstream £632 million (US$991m) offer for Kalahari Minerals plc which has an approximately 42.5 per cent holding in Extract. Having gained control of Kalahari, Taurus is now required under Australian law to make a takeover offer for Extract. The Extract bid is being partially funded by a US$1.175 billion financing facility from China Development Bank. Partner Marcus Best is leading the transaction. Minter Ellison has also advised Melbourne-based Plenary Group in respect of its A$139 million (US$148m) investment, together with Canadian pension fund Caisse, in five local public-private partnerships. Caisse, one of Canada’s largest funds, has taken stakes in five PPPs managed by Melbourne-based Plenary, including the Melbourne Convention Centre and Australian Defence Force accommodation units. Partner Ben Liu led the transaction whilst Herbert Geer, led by Martin Irwin and Michael Truelove, advised Caisse. Nishith Desai Associates has acted as Indian legal and tax counsel to Endurance Technologies Private Ltd (Endurance), formerly known as Endurance Technologies Ltd, in respect of the acquisition by Actis Investment Holdings No. 122 Ltd of a stake in Endurance from Standard Chartered Private Equity (Mauritius) II Ltd. Endurance is an automotive component manufacturing company in India and is engaged in the manufacturing and supply of diverse range of components for two-wheelers, three-wheelers, passenger vehicles. Rahmat Lim & Partners, an associate firm of Allen & Gledhill, has advised Temasek Holdings (Private) Ltd in respect of the conditional lease purchase agreements entered into by Pulau Indah Ventures Sdn Bhd and Nuri Merdu Sdn Bhd with Pulau Lima Ventures Sdn Bhd and Pulau Sibu Ventures Sdn Bhd, the vendors of different parts of the lands in Iskandar Malaysia in Johor. Pulau Indah is a 50-50 joint venture between Khazanah Nasional Berhad and Temasek Holdings (Private) Ltd). Nuri Merdu is the joint venture company of Pulau Indah and Galaxy Prestige Sdn Bhd. The agreements are for the acquisition of the lease over the lands and the development of the same by Pulau Indah and Nuri Merdu. Partner Lee Yee Ling led the transaction. Shearman & Sterling has advised the underwriters (composed of Citigroup Global Markets Inc, Banc of America Merrill Lynch, The Hongkong and Shanghai Banking Corporation Ltd, UBS AG Singapore Branch and Barclays Bank PLC) in respect of the offering of US$1 billion in aggregate principle amount of 5.4 per cent guaranteed senior notes due 2022 of Reliance Holding USA Inc, a wholly-owned subsidiary of Reliance Industries Ltd (RIL). The notes are guaranteed by RIL, the largest private sector company in India. The transaction is the first corporate bond from India in 2012 and first since August 2011. It is the largest high-grade private corporate issuance in the oil and gas sector from Asia (including Japan and Australia) and the emerging markets in the last 12 months. Partner Kyungwon (Won) Lee led the transaction. Shook Lin & Bok has acted for WPP Group in respect of the acquisition by its wholly-owned full-service digital marketing agency, VML Inc, of a majority stake in Qais Consulting (Qais), a leading digital marketing agency in Singapore. Qais will join its business operations with VML and rebrand as VML Qais, which will operate as part of Y&R Asia. Partner David Chong led the transaction. Stamford Law is advising SGX-ST listed Duty Free International Ltd in respect of a RM325 million (US$107.3m) sale of its business interests in The Zon Johor Bahru, the exclusive downtown duty-free zone in Johor Bahru and one of the largest duty-free zone properties in Malaysia spread out over 14 acres of prime waterfront land. The purchaser is a subsidiary of Berjaya Assets Berhad, a listed corporation on the Bursa Malaysia Securities Berhad and part of the Berjaya Group. As part of the sale, Duty Free will retain its duty free business in the import, supply and sale of certain goods within The Zon for a period of 25 years and will continue to operate from its current premises. Partner Yap Wai Ming is leading the transaction. Stamford Law is also advising Mainboard-listed ecoWise Holdings Ltd in respect of its share placement to raise S$5.3 million (US$4.2m). ecoWise is a renewable energy and integrated environmental solutions provider. Part of the proceeds from the placement will be used to fund ecoWise’s acquisition of a 20 per cent equity interest in China-UK Low Carbon Enterprise Co Ltd, which provides management consulting and management consultation services to various enterprises. The transaction team was led by Bernard Lui and Lim Swee Yong. Sullivan & Cromwell is representing Billabong International Ltd (Australia) in respect of the acquisition of an interest in Nixon Inc by an investor group (which includes Trilantic Capital Partners) and the management of Nixon Inc from Billabong for an undisclosed amount. The transaction was announced on 16 February 2012. Partners Eric Krautheimer, Ronald Creamer Jr, David Spitzer and Juan Rodriguez are leading the transaction. Sullivan & Cromwell is also representing Wells Fargo & Company in respect of its acquisition of the North American reserved-based and related diversified energy lending business of BNP Paribas. The deal, which was announced on 21 February 2012, is subject to regulatory approvals and other customary closing conditions and is expected to close in the second quarter of 2012. Partners Stephen Kotran and Dennis Sullivan are leading the transaction. Tay & Partners has advised iDimension Consolidated Berhad in respect of its IPO on the ACE Market of Bursa Malaysia. iDimension is a leading software solution provider for the manufacturing industry. Its forte is in the semiconductor industry. The company offered 38.23 million new shares and 7 million shares. OSK Investment Bank is the principal advisor, sponsor, underwriter and placement agent.The prospectus was launched on 25 October 2011. Tay Beng Chai and Teo Wai Sum led the transaction. Tay & Partners has also advised Tham Assets (M) Sdn Bhd in respect of the sale of Megapower Group of companies to Legrand Nederlands BV, a leading global company in wiring devices, cable management and power distribution. Tay Beng Chai and Lim Poh Ling led the transaction which was valued at approximately RM250 million (US$82.5m). White & Case, led by partner Donald Baker, and Maples and Calder, led by partner Simon Firth, have advised Odebrecht Finance in respect of its issue of US$300 million worth of notes, boosting a current run of debt issuances in Brazil. The notes are guaranteed by Construtora Noberto Odebrecht, Latin America’s largest engineering and infrastructure company. The deal, which closed on 26 January 2012, saw the financial unit of Brazilian engineering and construction company Odebrecht raise US$300 million. Clifford Chance, led by partner Anthony Oldfield, and Brazilian firm Souza, Cescon, Barrieu & Flesch Advogados, led by partners Alexandre Gossn Barreto and Ronald Herscovici, advised the bookrunners, namely Credit Suisse, Deutsche Bank and Goldman Sachs. WongPartnership has acted for Keppel Land Ltd in respect of the acquisition of a company that owns a prime commercial and office property located in the Chaoyang district in Beijing, PRC. The transaction represents Keppel Land’s first commercial development project in Beijing. Partners Joseph He and Gerry Gan acted on the matter. WongPartnership has also acted for Cambridge Industrial Trust Management Ltd and Cambridge-MTN Pte Ltd in respect of the establishment of Cambridge Industrial Trust’s S$500 million (US$397m) multicurrency medium-term note programme. Australia and New Zealand Banking Group Ltd was the arranger and the dealer of the programme. Partners Colin Ong and Trevor Chuan acted on the matter. |
Deals – 16 February 2012
Allen & Gledhill has advised Sim Lian Land Pte Ltd (a subsidiary of Sim Lian Group Ltd) and Sim Lian Development Pte Ltd (a subsidiary of Sim Lian Holdings Pte Ltd) in respect of a joint development arrangement for the acquisition of the land parcel at Jelebu Road/Petir Road for S$492.9 million (US$390.2m) and for the joint development of the land parcel into a commercial and residential project. Partners Margaret Soh, Lim Pek Bur and Yap Lune Teng led the transaction.
Allen & Gledhill has also advised Perennial China Retail Trust Management Pte Ltd (Perennial Management), as trustee-manager of Perennial China Retail Trust, and Perennial China Retail Pte Ltd in respect of Perennial Management’s issue of a S$500 million (US$396m) multicurrency medium term note programme guaranteed unconditionally and irrevocably by Perennial China Retail Pte Ltd, a wholly-owned subsidiary of Perennial Management. DBS Bank Ltd and Standard Chartered Bank are the arrangers and dealers of the programme. Partners Jerry Koh and Long Pee Hua led the transaction. AZB & Partners has advised ETHL Communications Holdings Ltd in respect of the sale of 5.5 per cent of its shareholding in Vodafone Essar Ltd, an affiliate of Vodafone International Holdings BV, to Piramal Healthcare Ltd for approximately US$610 million. Partner Shameek Chaudhuri led the transaction which was completed on 4 February 2012. AZB & Partners has also advised NAPC Ltd and its promoters, K S Manian and Varun Manian, in respect of the acquisition by Eurovia, acting through a special purpose vehicle, of the entire shareholding of NAPC Ltd from its promoters. Partner Essaji Vahanvati led the transaction which was completed on 11 January 2012. Freshfields Bruckhaus Deringer has advised China Communications Services Corporation Ltd (CCS) in respect of its domestic share and H-share rights issue. CCS is the first Chinese telecommunications company to launch an H-share rights issue. CCS has raised US$472 million through the rights issue and will use the funds for overseas expansion, development in non-telecommunications operator business, acquisitions and joint venture opportunities, as well as research and development. Partner Richard Wang led the transaction. Freshfields Bruckhaus Deringer has also advised Shionogi & Co Ltd, a major research-driven Japanese pharmaceutical company listed on the Tokyo and Osaka Stock Exchanges, in respect of its S$218 million (US$172.6m) acquisition of a 66 per cent stake in C&O Pharmaceutical Technology (Holdings) Ltd (C&O), a China-based pharmaceutical manufacturer and distributor listed on the SGX. Partners Alan Wang and Junzaburo Kiuchi led the transaction. Hadef & Partners has represented Technical Architects General Contracting Company LLC (TAGC) in respect of retaining a AED58 million (US$15.8m) judgment against Nakheel PJSC in the Dubai World Tribunal (DWT) for work completed in an unfinished contract to construct 31 multi-storey residential buildings at Mogul 3 in Discovery Gardens. In its judgment rendered at a hearing held on 7 February 2012, DWT awarded TAGC more than US$20 million, including costs of the action and further interest. Partner Anthony Edwards led the transaction. Hogan Lovells has advised Goldman Sachs Group Inc in respect of the Mongolian aspects of their purchase of a 4.8 per cent equity stake in the Trade & Development Bank of Mongolia LLC, a major lender in the Mongolian market. Partner Michael Aldrich led the transaction. J Sagar Associates has advised IDBI Bank in respect of an acquisition finance facility of up to US$336 million provided to an overseas subsidiary of Binani Industries Ltd for the acquisition of Project Bird Holdings in Luxembourg. Project Bird Holdings owns operating facilities in Norway and Belgium under the name of 3B for the manufacture of fibreglass. 3B is Europe’s leading manufacturer of fibreglass for reinforcement of thermoplastics and thermoset polymer applications. Partners Dina Wadia and Aashit Shah led the transaction whilst Herbert Smith acted as English law counsel. Khaitan & Co has advised Bahrain Telecommunications Ltd (Batelco) and BMIC Ltd (BMIC) in respect of the sale of BMIC’s entire share-holding representing 42.07 per cent in STel Private Ltd to Skycity Foundations Private Ltd for a total consideration of US$174.5 million. BMIC is a Mauritian subsidiary of Batelco. In addition to being the largest telecom operator in Bahrain, Batelco has significant operations in Saudi Arabia, Kuwait, Egypt, Yemen and Jordan. Partner Murali Neelakantan represented the client on the transaction. Khaitan & Co has also advised SREI Infrastructure Finance Ltd, a pioneer in infrastructure financing in India, in respect of its public issue of long term infrastructure bonds for INR5 billion (US$101.4m). Partner N G Khaitan represented the client on the transaction. Majmudar & Co has acted as Indian counsel to Axis Bank Ltd Singapore Branch in respect of a credit facility in which the bank extended a term loan of AUD$7.5 million (US$8m) to Riverina Oils & Bio Energy Pty Ltd Australia for funding additional capital expenditure to be incurred for the oil extraction plant of Riverina Oils & Bio Energy Pty Ltd. The transaction was led by partner Akil Hirani. Paul Hastings is advising Ascendas Hospitality Holdings Pte Ltd (Ascendas), Asia’s leading provider of business space solutions, in respect of a sale and purchase agreement with a wholly-owned subsidiary of hotel developer Rosedale Hotel Holdings Ltd for the acquisition of the entire issued share capital of More Star Ltd, a company indirectly holding Rosedale Hotel Kowloon. The purchase is for approximately HK$1.3 billion (US$167.7m). The parties also agreed on terms for another subsidiary of Rosedale Hotel Holdings Ltd to lease back the hotel for six years from date of completion. Partner Vivian Lam is leading the transaction. Shook Lin & Bok has acted as Singapore counsel to NXP BV and its Singapore subsidiary NXP Semiconductors Singapore Pte Ltd in respect of the joint issue of senior secured floating rate notes worth approximately US$615 million by NXP BV and NXP Funding LLC. Partners Liew Kai Zee and Stanley Lim advised on the transaction. Stamford Law is advising Norwegian-listed Eltek ASA (Eltek) in respect of Singapore Technologies Electronics Ltd’s (ST Electronics) proposed S$162 million (US$128.3m) acquisition of SGX-listed Nera Telecommunications (NeraTel) by way of a scheme of arrangement. Eltek, the largest shareholder of NeraTel, has agreed to sell its entire 50.05 per cent interest in NeraTel in line with Eltek’s strategic refocusing on its power electronics business. NeraTel and ST Electronics have entered into an implementation agreement which is targeted to complete on or before August 2012. Structured as a scheme, the transaction will require the approval of shareholders of NeraTel and sanction by the High Court of Singapore. Lean Min-tze and Elizabeth Kong are leading the transaction. Rajah & Tann, led by partners Chia Kim Huat, Danny Lim and Steve Tan, is advising Singapore Technologies Electronics Ltd whilst Allen and Gledhill is acting for Nera. Stamford Law is also acting for Mrs Aamna Taseer, widow of Salmaan Taseer, the late Governor of Punjab who was assassinated last year, in respect of a caveat filed by the children of the late Mr Taseer’s first marriage on an approximately US$13 million worth prime property in Sentosa Cove registered in the name of Mrs Taseer. The case potentially involves various issues of trust, probate and Muslim law, as well as a Pakistani injunction obtained by the opposing parties against Mrs Taseer. Daniel Chia and Emily Choo are leading the transaction. Sullivan & Cromwell has represented The Goldman Sachs Group Inc (US), through its indirect wholly owned subsidiary, GS Mongolia Investments Ltd, in respect of its acquisition of a 4.78 per cent stake in Trade & Development Bank of Mongolia Ltd. Partners Michael DeSombre, Michael Wiseman, Michael Escue and Ronald Creamer led the transaction which was completed on 9 February 2012. Watson, Farley & Williams’ Singapore office has advised Golar LNG Energy Ltd (Golar) in respect of its acquisition of 50 per cent of the entire issued share capital of Bluewater Gandria NV (BGNV) from Bluewater Floating Production BV (Bluewater) for US$19.5 million. The transaction resulted in Golar becoming the sole shareholder of BGNV which owns the entire interest in the LNG Carrier known as the “Gandria”. Partner Chris Lowe led the transaction. Weil, Gotshal & Manges has represented the Special Committee of the Board of Directors of Shanda Interactive Entertainment Ltd, a leading interactive entertainment media company in China, in respect of Shanda’s going private merger with Premium Lead Company Ltd, which is jointly owned by Tainqiao Chen, chairman of the board, chief executive officer and president of Shanda, his wife Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Danian Chen, who is the chief operating officer and a director of Shanda. The transaction, which closed on 14 February 2012, was structured as a merger pursuant to which Premium Lead acquired Shanda for US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. The transaction marks one of the largest going private transactions of a Chinese business listed in the US. The transaction valued Shanda’s equity at approximately US$2.3 billion on a fully diluted basis. Partners Akiko Mikumo and Steve Xiang led the transaction. WongPartnership has acted for United Venture Development (Bedok) Pte Ltd, a joint venture company between UOL Group Ltd and Singapore Land Ltd, in respect of the S$320 million (US$253.4m) joint acquisition of a 99-year leasehold land parcel, awarded by the Urban Redevelopment Authority of Singapore, and the subsequent joint development and sale of the units in the new development named Archipelago, which consists of a total site area of 491,085 sq ft and with an allowable GFA of 687,529 sq ft. Partners Monica Yip, Karen Wee, Cornelia Fong and Tan Peck Min acted on the matter. WongPartnership has also acted for the Manager of AIMS AMP Capital Industrial REIT, instructing on the behalf of the trust, in respect of the sale of 31 Admiralty Road to Storhub 31A Pte Ltd, an entity owned by Storhub Management Pte Ltd. Partners Angela Lim and Ethel Yeo acted on the matter. |
Deals – 9 February 2012
Allen & Gledhill has advised Sabana Real Estate Investment Management Pte Ltd, in its capacity as manager of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (Sabana REIT), in respect of the approximately S$144 million (US$115.5m) murabaha financing facility made available to the Hongkong and Shanghai Banking Corporation Ltd, Malayan Banking Berhad Singapore Branch, United Overseas Bank Ltd and HSBC Institutional Trust Services to finance the acquisition of five properties by Sabana REIT post-IPO listing. Partners Jerry Koh and Long Pee Hua led the transaction.
Allen & Gledhill has advised Cambridge Industrial Trust in respect of the completion of its acquisition from several vendors of JTC Corporation industrial properties with sale and leaseback features within the industrial enclaves of Tuas and Gul Street and two built-to-suit projects in the aerospace enclave of Seletar Aerospace Park and in Tuas. Partner Chew Mei Choo led the transaction which was valued at approximately S$101 million (US$81m). AZB & Partners has advised Ronnie Screwvala & Unilazer, as promoters of UTV, in respect of the delisting announcement of UTV and the buy-out of 20 per cent stake of the promoters of UTV by the Walt Disney Company (Southeast Asia) Pte Ltd for approximately US$160 million. Partner Shuva Mandal led the transaction which was signed on 25 July 2011 and completed on 2 February 2012. AZB & Partners has also advised Binani Industries Ltd (BIL) in respect of its acquisition of 100 per cent shareholding of Project Bird Holding Sàrl from Project Bird GP ULC SCS (ultimately held by Platinum Equity-Sellers) by Glass Fibre Holdings I Sàrl, a 100 per cent subsidiary of BIL. Partner Shameek Chaudhuri led the transaction which was valued at approximately US$ 360 million and closed on 1 February 2012. Baker & McKenzie has represented Gibson Guitar Corp, the legendary maker of guitars and premier audio equipment, in respect of executing a strategic alliance with Onkyo Corporation, a worldwide leader in consumer audio. Through this venture, Gibson became the second largest shareholder in Onkyo and acquired a majority of Onkyo USA, Onkyo’s exclusive distributor for North America and a distributor for Central and South America. Gibson made a strategic investment in the companies, and Gibson Chairman and CEO Henry Juszkiewicz will be given a position on the Onkyo board of directors. Likewise, Onkyo invested in Gibson, and CEO and President Munenori Otsuki took a position on the company’s Board of Directors. The deal was announced on 4 January 2012 and closed on 20 January 2012. All agreements are subject to Japanese regulatory clearance, negotiation of definitive agreements and financing approvals of lenders. Partners Alexander R Jampel, Hitoshi Sumiya, Emery D Mitchell and Tiffany J Rose led the transaction. Clayton Utz has advised Norwegian-based chemical company Yara International ASA (Yara) in respect of a landmark deal that will see the company significantly expand its interests in Western Australia’s booming Pilbara mining region. Under the deal signed on 1 February 2012, Yara will become the majority owner of Burrup Holdings Ltd (BHL) by increasing its stake in BHL from 35 to 51 per cent for US$143 million. Yara will also become joint owner of BHL subsidiary Burrup Fertilisers Pty Ltd (to be renamed Yara Burrup) together with oil and gas producer and explorer Apache Energy Ltd (Apache Energy), which has acquired the remaining 49 per cent interest in BHL for approximately US$439 million. Partner Rod Lyle and Scott Crabb led the transaction. Freshfields Bruckhaus Deringer has advised Shui On Land Ltd, an HKSE-listed leading property developer, in respect of its international offering of S$250million (US$200.5m) in Singapore Dollar-denominated notes to institutional investors in Asia. The notes are issued by Shui On Development (Singapore) Pte Ltd, an indirect wholly owned subsidiary of Shui On Land Ltd. Partners Calvin Lai and Andrew Heathcote led the transaction. Freshfields Bruckhaus Deringer has also advised Yum! Brands Inc, a US-based fast food company and owner of KFC, Pizza Hut and Taco Bell chains, in respect of its US$570 million acquisition of Little Sheep Group Ltd, an HKSE-listed Mongolian hot-pot restaurant operator. The privatization scheme was approved by shareholders in January and took effect on 1 February 2012, having been sanctioned by the Grand Court in Cayman Islands. Partner Robert Ashworth led the transaction. Gide Loyrette Nouel’s Moscow office has advised Russian dairy company Rusmolco in respect of a major investment project with Singapore company Olam International, one of the world leaders in the production and delivery of agricultural products and ingredients. The project involves Olam investing in the share capital of Rusmolco, with investments projected to reach about US$400 million before 2015 to be used for forming a herd of 20,000 and increasing the farmland area to 106,000 hectares. During the following three or four years, it is planned to double the production volume by increasing the herd to 50,000 and the farmland to 130,000 hectares. Partner Boris Arkhipov led the transaction which was signed on 30 January 2012. Herbert Smith is advising Sinopec International Petroleum Exploration & Production Corporation (SIPC) in respect of the subscription through its subsidiary for additional shares in Australia Pacific LNG Pty Ltd for a net consideration of approximately US$1.1 billion, which on completion will raise Sinopec’s ownership interest from 15 per cent to 25 per cent. ConocoPhillips’ and Origin Energy’s respective ownership interests will be reduced to 37.5 per cent. The subscription agreement was signed and announced on 20 January 2012 and is subject to approvals by the Chinese Government and the Foreign Investment Review Board in Australia, and on Australia Pacific LNG reaching a final investment decision on the second train. Partner Anna Howell is leading the transaction whilst Blake Dawson acted as Australian counsel. Australia Pacific LNG Pty Ltd was advised by Clayton Utz. Hogan Lovells has advised ExxonMobil Corp, one of the largest publicly traded companies by global market capitalization, in respect of its sale of its Japanese subsidiary to TonenGeneral Sekiyu, a major refinery operator in Japan, for approximately US$3.9 billion. The transaction is expected to close by June 2012. Under the terms of the deal, ExxonMobil will sell a 99 per cent stake in the subsidiary, called ExxonMobil Yugen Kaisha, to TonenGeneral Sekiyu as part of a restructuring of the multinational oil and gas corporation’s interest in TonenGeneral, Japan’s second-largest refiner. Partners Waajid Siddiqui, Warren Gorrell and Elizabeth Donley led the transaction in collaboration with Tokyo law firm Nakashima Ohno & Tsunematsu. HopgoodGanim has advised ASX-listed mining company CuDeco in respect of the placement of ordinary shares to two UK fund managers, raising A$32 million (US$34.5m) before costs. CuDeco will use the funds to complete the acquisition of a processing plant and undertake mine development at CuDeco’s Rocklands Group Copper Project in north-west Queensland. Partner Brian Moller led the transaction. Khaitan & Co has advised Oberoi Hotels Private Ltd in respect of the sale of 6.84 per cent stake in Soaltee Hotel Ltd, Nepal to Sibkrim Land and Industrial Company Private Ltd. Oberoi Hotels is part of the Oberoi group and is involved in the hospitality business. Partner Bharat Anand led the transaction. Khaitan & Co has also advised Springer Science + Business Media in respect of the Indian leg of its acquisition of Wolters Kluwer’s pharmaceutical and healthcare related marketing and publishing services business. Springer is a global publishing company which publishes books, e-books and peer-reviewed journals in science, technical and medical publishing. Springer also hosts a number of scientific databases. Partner Rabindra Jhunjhunwala led the transaction. Kim & Chang has represented Sony Corporation in respect of the completion on 19 January 2012 of the sale of its shares of S-LCD Corporation, representing a 50 per cent stake, to Samsung Electronics Co Ltd. The total value of the deal was approximately KRW1 trillion (US$895.5m). Partners Young-Hoon Byun and Jae-Hoon Cheong led the transaction. Latham & Watkins has advised energy and infrastructure company PT Dian Swastatika Sentosa Tbk (DSS) in respect of the proposed sale of its 67 per cent stake in Indonesian Stock Exchange listed company PT Golden Energy Mines Tbk (GEM) to SGX listed United Fiber System Ltd (UFS) for S$1.55 billion (US$1.24b). UFS will issue new shares as consideration for the proposed acquisition, resulting in DSS acquiring 92.8 per cent of UFS’s enlarged share capital (without taking into account certain other share issuances contemplated) if the proposed acquisition is completed. The proposed acquisition, if completed, will result in the reverse takeover of UFS by DSS, and is subject to definitive documentation and regulatory approvals. Partner Sin Chei Liang led the transaction. Paul Hastings has advised Petron Corporation (Petron), the largest integrated oil refining and marketing company in the Philippines, and Petron Corporation Employees’ Retirement Plan (PCERP) in respect of the US$176 million international placement of Petron shares by PCERP on 18 January 2012. Credit Suisse, UBS and Standard Chartered were the placement agents for the transaction. Partners Patricia Tan Openshaw and Steven D Winegar led the transaction. Rajah & Tann is advising SGX ST listed Eu Yan Sang International Ltd in respect of its approximately S$6.7 million (US$5.4m) conditional selective acquisition of business assets and undertakings from Healthzone Ltd, a distributor, retailer, franchise retailer and brand owner of health, beauty and natural health products, with franchise retail networks in Australia. Partner Danny Lim is leading the transaction which was announced on 3 February 2012 and is yet to be completed, pending fulfillment of condition precedent. Stamford Law Corporation is advising SGX-ST listed Centillion Environment and Recycling Ltd in respect of its proposed rights issue of shares with detachable warrants, raising up to approximately S$25 million (US$20m). Partner Bernard Lui is leading the transaction. Stamford Law Corporation is also advising SGX-ST listed PSL Holdings Ltd in respect of the proposed divestment of its subsidiary, Antar Cranes Services Pte Ltd, for approximately S$19 million (US$15.2m). Antar is the crane leasing arm of the PSL Group. The firm is also actively involved with the structuring of the proposed divestment which involves a reorganisation of Antar’s balance sheet prior to the divestment. Partner Soh Chun Bin is leading the transaction. Sullivan & Cromwell is representing Versa Capital Management Inc (Versa) in respect of its agreement to be stalking horse bidder in United Retail Group’s (URG) bankruptcy case, announced 1 February 2012. URG, owner of the Avenue brand of women’s fashion apparel and a subsidiary of Redcats USA, voluntarily initiated bankruptcy proceedings in the US and is pursuing a sale process under Section 363 of the Bankruptcy Code. In conjunction with the filing, URG entered into an asset purchase agreement with an entity controlled by Versa, which it intends to submit to the Court to serve as the “stalking horse” bid for a Court-supervised auction of the business. Partners Alexandra D Korry, Marc Trevino, Ronald Creamer Jr and Hydee Feldstein are leading the transaction. Kirkland & Ellis is advising United Retail Group. Watson, Farley & Williams’ Singapore office has represented Apache Energy Ltd (Apache) in respect of its acquisition of a floating production, storage and offloading (FPSO) facility in the Van Gogh Field, offshore North West Australia. The Van Gogh Field is currently operated by joint venture partners Apache and INPEX Corporation. The FPSO facility, named the Ningaloo Vision, can process 150,000 barrels of liquids per day and has a total storage capacity of 540,000 barrels of oil. From 2007 the facility was chartered to Apache by its owner-operators, Prosafe Production Services Pte Ltd (Prosafe). In 2010 the Ningaloo Vision was taken over by BW Offshore (BWO) as part of a merger with Prosafe. The Ningaloo Vision has now been purchased by Apache on an “as is, where is” basis for US$185 million. Before final handover, the FPSO facility will continue to be operated by BWO for up to six months on a “cost-plus” basis. Dan Thompson led the transaction. Watson, Farley & Williams has also advised a syndicate of banks led by BNP Paribas as global coordinator, lease arranger and facility agent, in respect of the arrangement of a US$160 million Japanese operating lease with call option (Jolco) for one Boeing 777-300ER for Air New Zealand. The transaction is denominated in Japanese yen. The syndicate of banks comprised BNP Paribas as global coordinator, lease arranger and facility agent, Australia and New Zealand Bank (ANZ) as security trustee, ANZ, BNP Paribas, The Bank of Tokyo Mistubishi UFJ and Development Bank of Japan as co-debt arrangers. Partners Mehraab Nazir and Siva Subramaniam led the transaction. WongPartnership has acted for CapitaMalls Asia Treasury, a wholly-owned subsidiary of CapitaMalls Asia Ltd, as issuer of S$400 million (US$321m) in aggregate principal amount of callable step-up bonds due 2022, subject to an increase to a maximum issue size of S$400 million (US$321m) in aggregate principal amount of callable step-up bonds due 2022. The sole bookrunner and lead manager of the offer is DBS Bank Ltd. Partner Hui Choon Yuen acted on the matter. WongPartnership has also acted for Nitro Capital Ltd, a wholly-owned subsidiary of Primavera Capital (Cayman) Fund I LP (a China-focused private equity fund) in respect of its acquisition of an interest in China XLX Fertiliser Ltd (China XLX) through China XLX’s issue of bonds convertible into China XLX’s ordinary shares of an aggregate principal amount of approximately RMB324 million (US$51.4m). Partners Andrew Ang, Lim Hon Yi and Goh Gin Nee acted on the matter. |
Deals – 3 February 2012
Allen & Gledhill has advised CS Land Properties Pte Ltd, a wholly owned subsidiary of China Sonangol Land Pte Ltd, in respect of an agreement to purchase all 54 strata units in a development known as Amber Towers at an aggregate purchase price of approximately S$161 million (US$128.8m). Partner Ernest Teo led the transaction.
Allen & Gledhill has also advised Sabana Shari’ah Compliant Industrial Real Estate Investment Trust in respect of the completion of the acquisition from four vendors of four industrial properties within the industrial enclaves of Joo Koon, Toh Tuck and Ubi, through sale and leaseback agreements, for approximately S$132 million (US$105.6m). Partner Chew Mei Choo led the transaction. Appleby has acted as Cayman counsel for Vision Fame International Holding Ltd in respect of its listing on the HKSE on 18 January 2012 which raised gross proceeds of approximately HK$102.8 million (US$13.3m). Partner Judy Lee led the transaction whilst Loong & Yeung, Rodyk & Davidson and Marcelo Poon advised as to Hong Kong, Singapore and Macau laws, respectively. DS Cheung & Co advised China Everbright Capital Ltd as the sole sponsor, the joint global coordinators, joint bookrunners, joint lead managers and the underwriters as to Hong Kong law. Appleby has also acted as Cayman counsel for Allied Cement Holdings Ltd, a company engaged in the manufacture, sale and trading of cement and clinker with operations in Shandong Province and Shanghai, in respect of its listing on the HKSE on 18 January 2012 which raised net proceeds of approximately HK$145 million (US$18.7m). Partner Judy Lee led the transaction. Hong Kong counsels were PC Woo & Co for Allied Cement Holdings Ltd and Mason Ching & Associates for the sponsor, Altus Capital Ltd, and underwriter Sun Hung Kai Investment Services Ltd. AZB & Partners has advised Max Group in respect of a non-binding term sheet entered into by its subsidiary Max Healthcare Institute Ltd with South Africa health care provider Life Healthcare Group (Proprietary) Ltd to issue and allot to Life Healthcare shares constituting 26 percent of the post-issue equity share capital of Max Healthcare for an aggregate consideration of INR5.16 billion (US$ 103.3m). Partner Anil Kasturi led the transaction which was signed on 15 January 2012 and is yet to be completed. AZB & Partners has also advised The Tata Power Company Ltd in respect its agreement to acquire the balance 51 percent of the equity share capital of Tata BP Solar India Ltd from its joint venture partner, BP Alternative Energy Holdings Ltd. Partner Shameek Chaudhuri led the transaction which was signed on 27 December 2011 and is yet to be completed. Clayton Utz has advised Australia Pacific LNG Pty Ltd (APLNG) in respect of its agreements entered into on 20 January 2012 with China Petrochemical Corporation (Sinopec) for the supply by APLNG of a further 3.3 million tonnes of LNG per year to 2035 to Sinopec, and an increase in Sinopec’s equity stake in APLNG from 15 percent to 25 percent. Partner Graham Taylor led the team which advised APLNG on the issue of further equity to Sinopec. Clifford Chance has advised a seller formed by funds advised by CVC Asia Pacific (CVC) in respect of its sale of Minit Asia Pacfic Co Ltd (Minit Asia) to a purchaser formed by the private equity fund Unison Capital I LP. Minit Asia operates 630 shoe repair and key copying shops in Japan, Singapore, Malaysia, Canada, Australia and New Zealand. Partner Andrew Whan led the transaction. Clyde & Co has advised Noble Resources International Pte Ltd in respect of its acquisition of Delivery Network Singapore Pte Ltd (DNS). The deal sees Noble, a member of Noble Group Ltd (Asia’s largest diversified commodities trading company) purchase Singaporean metals warehousing company DNS. Partner Nigel Taylor led the transaction. Meng Yeng Wong of Alliance LLC advised the shareholders of DNS. Colin Ng & Partners has acted for United Overseas Bank Ltd in respect of a S$63 million (US$50.5m) secured re-financing of borrowings of a local corporation. Securities held by the bank include mortgage over two industrial properties, debenture, charge over contract proceeds, corporate guarantee and assignment of major contracts of the borrower to the bank. Partner Ho Soo Lih advised on the transaction. Colin Ng & Partners has also acted for Ascend Group Pte Ltd in respect of its sale and leaseback of the industrial premises at 39 Ubi Road 1 Singapore 408695 to HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust. The deal involved the sale of the premises for S$32 million (US$25.7m), taking into account the extension works which will add a projected minimum gross floor area of 39,708 square feet to the existing gross floor area of approximately 96,487 square feet, and leaseback based on the master lease of the premises for a term of five years on a triple net basis. Upon completion of the sale, the vendor entered into a master lease agreement to lease the premises from the purchaser. Partner Ho Soo Lih also advised on the transaction. Allen & Gledhill acted for the manager of the REIT and Shook Lin & Bok acted for the trustee of the REIT in the purchase. Davis Polk has advised Standard Chartered Bank as the global coordinator and the joint lead managers (composed of the Singapore branches of Standard Chartered Bank, BNP Paribas, Deutsche Bank AG, and UBS AG) in respect of the S$250 million (US$200m) Regulation S offering by Shui On Development (Singapore) Pte Ltd of its 8 percent high-yield notes due 2015. The notes are guaranteed by Shui On Land Ltd and Shui On Development (Holding) Ltd. Partner William F Barron led the transaction. The issuer was advised by Freshfields Bruckhaus Deringer as to Hong Kong and US law, Walkers Global as to Cayman Islands law, Allen & Gledhill as to Singapore law and Jin Mao PRC Lawyers as to PRC law. The initial purchasers were advised by Commerce & Finance Law Office as to PRC law. Freshfields Bruckhaus Deringer has advised BOC International, Goldman Sachs, HSBC and Morgan Stanley as the joint sponsors in respect of the spin-off and listing by way of introduction of Swire Properties Ltd on the HKSE. Swire Properties Ltd is a leading developer, owner and operator of mixed use properties in Hong Kong and the PRC. Prior to its listing, Swire Properties was a wholly-owned subsidiary of Swire Pacific Ltd, one of Hong Kong’s leading listed companies. Swire Properties’ listing was effected by a way of a distribution in specie of a portion of the share capital of Swire Properties to qualifying shareholders of Swire Pacific. Partners Grace Huang and Ken Martin led the transaction. Gibson, Dunn & Crutcher has represented MOBY Group (MOBY), a media company headquartered in Dubai and active in Central Asia, in respect of a deal pursuant to which News Corporation will become a minority investor in MOBY. Under the terms of the agreement, News Corporation will contribute its 50 percent shareholding in Broadcast Middle East (BME), its Farsi-language TV joint venture with MOBY, for a minority shareholding in MOBY and will also provide growth capital to MOBY for its expansion plans. BME will become a wholly-owned subsidiary of MOBY following the investment. Partner Nick Tomlinson led the transaction whilst Allen & Overy, led by partner Seth Jones, acted for News Corporation. Herbert Smith’s Shanghai office has advised Arkema, a French chemical company listed on Euronext Paris, in respect of the US$365 million acquisition of two Chinese chemical companies, which significantly strengthens its position in the polyamide and sebacic acid markets. Arkema has acquired 100 percent equity stakes in both Suzhou Hipro Polymers Co Ltd, a fast-growing producer of bio-sourced polyamide 10.10, and Casda Biomaterials Co Ltd, the world’s leading producer of sebacic acid, a key component of polyamide 10.10, in a deal worth US$365 million. J Sagar Associates has advised Knowlarity Communications Private Ltd (Knowlarity) in respect of an investment by Sequoia Capital in Knowlarity, a Gurgaon based company that offers cloud-telephony-based solutions and has over 40,000 clients across diverse sectors that include major companies such as Pepsi and Procter & Gamble. The current round of funding will help Knowlarity scale its R&D facility in India, besides developing its sales and marketing in the international market. Partner Upendra Nath Sharma led the transaction. J Sagar Associates has also advised Italian automotive components manufacturer Magneti Marelli SpA in respect of its establishment, through its wholly-owned subsidiary Sitemi Sospensioni SpA which engages in design, manufacturing and sale of automotive suspension modules and components, of a 50:50 joint venture with Talbros Automotive Components Ltd (TACL), a Faridabad based company with significant presence in the auto component manufacturing space. The JV is expected to be operational by middle of 2012. Partner Upendra Nath Sharma led the transaction. TACL was advised by OP Khaitan, Delhi. Khaitan & Co has advised AZ Electronics Materials (Germany) GmbH in respect of the India leg of the transaction in relation to the transfer of PSZ coatings business, and all assets relating to such, by Clariant International Ltd to AZ Electronic Materials (Luxembourg) Sàrl under a master sale purchase agreement at a global level. Pursuant to the sale of PSZ coating business, Clariant Chemicals (India) Ltd divested its entire stake in Chemtreat Composites India Private Ltd. AZ Electronics Materials (Germany) GmbH is a leading global producer of high quality, high purity specialty chemical materials to manufacturers of integrated circuits and flat panel displays. Partner Rabindra Jhunjhunwala advised on the transaction. Khaitan & Co has also advised Groupe SEB in respect of the acquisition of 55 percent stake in Maharaja Whiteline Industries Private Ltd. With operations in almost 150 countries, Groupe SEB is the world leader in Small Household Equipment. Groupe SEB’s portfolio consists of Tefal, Rowenta and Moulinex amongst their 23 highly renowned brands. Partner Arindam Ghosh advised on the transaction. Majmudar & Co has represented IMS Health (IMS), a global provider of information services for the healthcare industry, in respect of its acquisition of PharmARC, a Bangalore-based company specializing in commercial analytics and services for the life sciences industry backed by Baring Private Equity. The acquisition will add significant scale to a world-class services delivery platform and will strengthen IMS’s business process outsourcing capabilities. Partner N Raja Sujith led the transaction. Mallesons Stephen Jaques has acted for Singapore-based Ascendas Group, Asia’s leading provider of business space solutions, and Accor, a leading global hospitality group, in respect of their acquisition of parts of Mirvac’s hotel portfolio interests. The transaction is one of the largest ever hotel management acquisitions in Australasia, and signals the consolidation of Australia’s hotel industry among a select group of top operators. The transaction will give Ascendas and Accor a stake in the Mirvac Wholesale Hotel Fund, Ascendas the management rights for the Fund, and Accor the hotel management. Partner John Sullivan led the transaction. Nishith Desai Associates has acted as Indian legal counsel to Telcordia Holdings Inc in respect of the acquisition of 100 percent of its shareholding by Delaware company Ericsson Holdings II Inc, along with its subsidiary, from Providence Equity Partners and Warburg Pincus for approximately US$1.15 billion. Telcordia provides telecommunications software and services to communications companies around the world. Norton Rose Group has advised Sinopec Kantons Holdings Ltd in respect of the acquisition of a majority stake in Fujairah Oil Terminal FZC (FOT). FOT will principally engage in operating oil storage facilities in Fujairah Free Zone, UAE and it will develop an oil storage project with a capacity of 1,125,000 cubic metre in the Emirate of Fujairah, and more specifically located adjacent to the Port of Fujairah. Sinopec Kantons is a subsidiary of Unipec, the trading arm of the Sinopec Group. Partner Andrew Abernethy led the transaction. Norton Rose Group is also advising The Hongkong and Shanghai Banking Corporation Ltd (HSBC) in respect of the sale of its retail banking and wealth management business in Thailand to Bank of Ayudhya Public Company Ltd (BAY). The sale, which is subject to various conditions, including the receipt of regulatory approvals and approval by the shareholders of BAY, involves gross assets with a value of approximately THB17.5 billion (US$553m) at 31 December 2011. Partners Richard Crosby, Phillip John and Somboon Kitiyansub led the transaction. Paul Hastings has advised North America Sekisui House LLC (NASH), the wholly-owned subsidiary of Sekisui House Ltd (Japan’s largest homebuilder and a leading diversified developer) in respect of its acquisition of the largest operating portfolio of residential master-planned communities in the United States. The acquisition was made through a new joint venture between NASH and Newland Real Estate Group LLC (Newland), a national real estate development company based in San Diego, California. The purchase of the interests of the California Public Employees’ Retirement System and American Newland Communities LP marks the third and largest acquisition NASH and Newland have made together over the past 16 months. Partners Josh Isenberg and led the transaction. Rajah & Tann is advising Beijing Capital Land Ltd in respect of its acquisition of shares in Reco Camellia Private Ltd and Reco Hibiscus Private Ltd from Recosia China Pte Ltd for the aggregate purchase consideration of RMB536 million (US$85m). These companies indirectly own residential buildings and ancillary commercial facilities of approximately 459,000 square metres in Beijing, PRC. Partner Danny Lim is leading the transaction which was announced on 19 January 2012 and is still on-going, pending fulfillment of conditions precedent, including shareholders’ approval of Beijing Capital Land Ltd. Shearman & Sterling is representing Sany Deutschland GmbH, a subsidiary of Shanghai-listed Sany Heavy Industry Co Ltd, in respect of its acquisition of German mechanical engineering group Putzmeister. Sany, together with the Chinese private equity company CITIC PE Advisors Ltd, which will hold a minority participation of 10 percent, acquired all shares in Putzmeister Holding GmbH. Former owners of the Putzmeister Holding GmbH are Karl Schlecht Gemeinnützige Stiftung and Karl Schlecht Familienstiftung. The acquisition, one of the largest acquisitions by a Chinese investor in Germany, is subject to the approval by the competent supervisory and regulatory authorities. Partners Thomas König, Andrea Eggenstein, Martin Neuhaus and Johannes Frey led the transaction. Simmons & Simmons has advised Hang Seng Investment Management in respect of the launch of the world’s first renminbi-denominated physical gold ETF, benchmarking the LBMA gold price, listed on the HKSE. The Hang Seng RMB Gold ETF will begin trading on 14 February 2012. It will track the performance of the London gold fixing price in US dollars, but it seeks to hedge against the renminbi exchange rate to the US dollar. Partner Rolfe Hayden led the transaction. Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Ascendas Real Estate Investment Trust, in respect of the acquisition of Corporation Place from Corporation Place Ltd for a purchase consideration of S$99 million (US$79.4m). Partner Tan Woon Hum led the transaction. Slaughter and May, Hong Kong, has advised China Power New Energy Development Company Ltd (CPNE) in respect of its issue of RMB 800 million (US$125.5m) RMB-denominated guaranteed bonds to the trustees of China Life Insurance (Overseas) Company Ltd (China Life Overseas). The bonds are due in 2017 and are guaranteed by subsidiaries of CPNE, which is principally engaged in the development of clean energy in the PRC. China Life Overseas is one of the first and largest state-owned life insurance corporations to operate in Hong Kong and Macau and is a subsidiary of China Life Insurance (Group) Company, one of the largest commercial insurance groups in China. Partner Benita Yu led the transaction. Slaughter and May, Hong Kong, is also advising Merrill Lynch (Asia Pacific) Ltd, the financial adviser to Little Sheep, in respect of the proposed privatisation of Little Sheep by Wandle Investments Ltd, an indirect wholly-owned subsidiary of Yum!, under a scheme of arrangement. Little Sheep, a Cayman Islands-incorporated company listed on the HKSE, is principally engaged in the operation of a full service restaurant chain, the provision of catering services and the sale of related food products. The NYSE-listed Yum! is the world’s largest restaurant company, with outlets including KFC, Pizza Hut, Taco Bell, Long John Silver’s and A&W in more than 110 countries, including the PRC. The proposed takeover was approved by MOFCOM under the Anti Monopoly Law of the PRC on 7 November 2011. Little Sheep is expected to be de-listed from the Hong Kong Stock Exchange after completion of the takeover on 2 February 2012. Partner Benita Yu also led the transaction. Stamford Law is advising SGX-listed United Fiber System (UFS) inrespect of a S$1.5 billion (US$1.2b) reverse takeover transaction by which UFS will acquire 67 percent of IDX-listed coal mining Golden Energy Mines (GEMS) from IDX-listed energy and infrastructure company Dian Swastatika Sentosa (DSS). The proposed acquisition, if it proceeds, will be one of the largest reverse takeovers in Singapore’s corporate history. With thermal coal resources in excess of 1.93 billion tons and thermal coal reserves of approximately 850 million tons, GEMS is the fifth largest Indonesian coal company by reserves and is currently listed on the Jakarta stock exchange with a market capitalisation of US$1.7 billion. UFS and DSS have signed heads of agreement for the proposed acquisition and target to sign definitive documents before the end of the first quarter of this year. Yap Lian Seng and Elizabeth Kong are leading the transaction. Stamford Law is also advising private equity group Lucrum Capital in respect of its proposed S$200 million (US$160.4m) investment in SGX-listed TT International’s iconic mega warehouse retail project in Jurong East. TT International is the only local company to have received a licence to build a rare complex under the “warehouse retail scheme” by the Singapore authorities, and has been attracting a number of potential partners for the project, including Boustead and Sembawang Equity Capital. Adding to the complexity of the project is the fact that TT International is concurrently undergoing one of the most controversial restructurings in Singapore after it ran out of funds following the 2008 financial crisis. Creditors, including OCBC Bank, had initially appealed against Singapore High Court’s approval of a debt restructuring scheme proposed by TT International, which was consequently sent back for a re-vote based on Singapore Court of Appeal’s guidelines on voting entitlement. The scheme passed on second re-vote and its success depends on TT International’s ability to exploit its revenue income. Lucrum and TT International have signed heads of agreement for the Big Box Project and target to sign the definitive documents in the first quarter of this year. Susan Kong, Tan Chuan Thye and Elizabeth Kong are leading the transaction. WongPartnership has acted for the mandated lead arrangers (composed of Bank of America, National Association, CIMB Bank Berhad, Credit Suisse AG Singapore Branch, DBS Bank Ltd Labuan Branch, Deutsche Bank AG Singapore Branch and Goldman Sachs Lending Partners LLC ) in respect of the dual-currency S$470 million (US$376.3m) and RM450 million (US$148m) financing to Integrated Healthcare Turkey Yatirimlari Ltd and Integrated Healthcare Capital Sdn Bhd, for the purposes of, inter alia, acquiring a 60 percent stake in Turkish hospital chain Acibadem Saglik Yatirimlari Holding AS and affiliated companies. Partner Christy Lim acted on the matter. WongPartnership has also acted for DBS Bank Ltd and Standard Chartered Bank as joint arrangers and dealers in respect of Perennial China Retail Trust’s establishment of a S$500 million (US$400m) multicurrency medium-term note programme. Partners Hui Choon Yuen, Goh Gin Nee and Trevor Chuan acted on the matter. |
Deals – 19 January 2012
Allen and Gledhill has advised Pavillion REIT Management Sdn Bhd (PRM), as manager of Pavillion REIT (Pavillion REIT), in respect of the completion of its IPO of 790 million units on Bursa Malaysia Securities Berhad raising gross proceeds of approximately MYR695.2 million (US$223.1m). The proceeds are to part finance Pavillion REIT’s acquisition of Pavillion Kuala Lumpur Mall and Pavillion Tower, which has an aggregate appraised value of approximately MYR3.5 billion (US$1.12b). Partners Jerry Koh, Chen Lee Won, Chua Bor Jern and Teh Hoe Yue led the transaction whilst Rahmat Lim & Partners, led by partners Lim Teong Sit, Zandra Tan and Lee Yee Ling, advised on Malaysia law.
Allen and Gledhill has also advised Soilbuild Group Holdings Ltd (Soilbuild) and its special purpose vehicles in respect of Solidbuild’s purchase of four industrial property clusters comprising seven flatted factory blocks and three amenity centres which were put up by JTC Corporation for sale by tender. The properties were sold subject to multiple tenancies for a total consideration of approximately S$288 million (US$225.5m). Immediately following the completion of the sale, Soilbuild entered into a separate sale and purchase agreement with an SPV for each cluster and assigned the respective lease to such SPV. Partners Tan Yah Piang and Sunit Chhabra advised Soilbuild whilst the financiers to Soilbuild and its SPVs were advised by partner Julie Sim. Allen & Overy has advised Asian Development Bank (ADB) in respect of a US$100 million B loan facility, extended together with China Everbright International Ltd and six other banks, to finance a series of waste-to-energy plants using clean technology across the PRC. The transaction was ADB’s first private sector waste-to-energy financing in China. The B loan was arranged by Mizuho Corporate Bank Ltd and Hang Seng Bank Ltd involving Mizuho Corporate Bank Ltd, Hang Seng Bank Ltd, Bank of Kaohsiung, Cathay United Bank Company Ltd, Chang Hwa Commercial Bank Ltd and Export Development Canada as loan participants. Matthew Bisley led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has advised in respect of the joint venture between Chinese home appliance maker Midea and US-based Carrier for manufacturing and distributing air-conditioning systems in India. The JV, which will be based in India, is aimed at pooling the businesses and strengths of the two companies in the country to take on well-entrenched Korean and Japanese rivals in the fast-growing market for air conditioners. Midea will own 60 per cent of the venture, with Carrier owning the rest. Partner Harry Chawla led the transaction. Appleby has acted as Cayman and BVI counsels for The Siam Commercial Bank in respect of the retail business subsidiaries of the Charoen Pokphand Group (which consists of CP Holding (BVI) Investment Co Ltd, CP Lotus Corporation and Shanghai Lotus Supermarket Chain Store Co Ltd) on their acquisition financing totallng US$360 million from four local banks to support its retail expansion plans in China. The four banks include Siam Commercial Bank, Krung Thai Bank, Bangkok Bank and Thanachart Bank. The loan will play a very important part in driving the growth of Thailand’s offshore businesses and enhance the strength of the Thai economy as a whole, as well as support CP Lotus’ rapid growth following its restructuring two years ago. Partner Jeffrey Kirk led the transaction. Appleby has also acted as Cayman counsel for Kai Shi China Holdings Company Ltd, a real estate developer focusing on mid-rank to upscale residential properties in Dalian Lvshunkou, China, in respect of its listing on the HKSE on 12 January 2012, with gross proceeds of approximately HK$180 million (US$23.2m). China Merchants Securities (HK) Co Ltd is the sole bookrunner, lead manager and sponsor of the listing. Partner Judy Lee led the transaction. Loong & Yeung advised as to Hong Kong law whilst King & Wood advised as to PRC law. Pang & Co, in association with Salans and Shu Jin Law Firm, advised the sponsor and underwriters as to Hong Kong and PRC law, respectively. Baker & McKenzie has advised The Link Real Estate Investment Trust (The Link REIT) in respect of its acquisition of the commercial portion of Maritime Bay in Tseung Kwan O for a consideration of HK$588.4 million (US$75.8m) from a company indirectly wholly-owned by Sino Land Company Ltd. The transaction completed on 16 January 2012 and is the second property acquisition by The Link REIT since its IPO. Partner Edmond Chan led the transaction. Clifford Chance has advised Bank of China (Hong Kong) Ltd and Standard Chartered Bank as joint lead managers and joint book-runners in respect of the Agricultural Development Bank of China’s (ADBC) offering of RMB3 billion (US$475m) bonds in Hong Kong. The offering was priced on 10 January 2012. The bonds are targeted at institutional investors, with terms of two, three and five years and coupon rates of 3 per cent, 3.2 per cent and 3.5 per cent, respectively. The deal represents ADBC’s first offshore bond issuance and the first listing of RMB bonds issued by a mainland financial institution on the HKSE. Partner Connie Heng led the transaction. Freshfields Bruckhaus Deringer is advising financial investor RHJ International (RHJI) in respect of the divestment of its stake in Japanese automotive supplier Asahi Tec Corporation to funds managed by Japanese private equity firm Unison Capital Group. The transaction is valued at approximately JPY14.2 billion (US$185m). The divestment is a further step in RHJI’s transformation into a group with exclusive focus on financial services. Partners Stephan Waldhausen, Edward Cole and Junzaburo Kiuchi led the transaction. Freshfields Bruckhaus Deringer has also advised the underwriters in respect of PICC Property & Casualty Company Ltd’s domestic share and H-share rights issue which raised approximately US$788m million. PICC is the first PRC-incorporated company listed on the Main Board of the HKSE to complete a simultaneous domestic share and H-share rights issue. This is also the first H-share rights issue by a Chinese insurance company. The proceeds will be used to strengthen PICC’s capital base and improve its solvency margin. The underwriters were CICC, HSBC and Goldman Sachs. Partners Richard Wang and Calvin Lai led the transaction. LS Horizon Ltd has represented Krung Thai Bank Public Company Ltd in respect of the THB1.32 billion (US$42.5m) credit facilities to be granted to Titanium Properties (Thailand) Ltd and Titanium Villa (Thailand) Ltd for the purchase of land and the construction of new hotel in Phuket. Partners Chaipat Kamchadduskorn and Montien Bunjarnondha led the transaction. LS Horizon Ltd has also represented Krung Thai Bank Public Company Ltd in respect of the THB5 billion (US$160m) short term loan to be granted to SCG-Dow Chemical group of companies. Partners Chaipat Kamchadduskorn and Montien Bunjarnondha also led the transaction. Pinsent Masons has advised Quam Capital Ltd, the listing sponsor, and the underwriters in respect of the HK$70 million (US$9m) placing of shares and listing of Noble House (China) Holdings Ltd on the Growth Enterprise Market of the HKSE. Chinese based Noble House owns and operates a premium restaurant chain across several regions in China. Partner Kenneth Chong led the transaction. Rahmat Lim & Partners has acted as Malaysian law counsel for Nippon Steel Corporation in respect of its sale and purchase agreement with Tatt Giap Steel Centre Sdn Bhd to acquire approximately 9 million shares representing a 40.1 per cent equity stake in Nippon EGalv Steel Sdn Bhd (NEGALV) for an aggregate price of approximately MYR19.1 million (US$6.13m). Following the acquisition, Nippon Steel’s existing equity stake in NEGALV will be raised to 50.1 per cent. Partner Chia Chee Hoong led the transaction. Rajah & Tann has advised Kendall Court (Singapore) Pte Ltd, an affiliate of Kendall Court Mezzanine (Asia) Bristol Merit Fund LP, in respect of its subscription of approximately S$5.59 million (US$4.38m) new cumulative redeemable convertible preference shares in the capital of Singapore Medical Group Ltd. Partner Danny Lim led the transaction which was announced on 28 December 2011 and is still on-going, pending fulfillment of conditions precedent to the subscription. RHT Law has advised Asia Water Technology Ltd (Asia Water) in respect of its acquisition, through its special purpose vehicle Thrive Bloom Ltd, of 50 per cent shareholding in Wenling Hanyang Resources Power Co Ltd (WHRP), a company incorporated in the PRC. The acquisition was made via a share and purchase agreement dated 3 July 2011, by acquiring the intermediate holding companies Lap Yin International Ltd (incorporated in BVI) and Hanyang Investment Holding Company Ltd (incorporated in Hong Kong). The deal is valued at RMB120.45 million (US$19m). WHRP is engaged in waste incineration power generation. Partners Lawrence Wong and Chen Mao led the transaction. RHT Corporate Advisory Pte Ltd, a member of the RHT Law Group of Companies, was also involved in this deal, together with Deloitte (Hong Kong) and Zhong Lun Law Firm. RHT Law has also advised Asia Water Technology Ltd in respect of its acquisition of the entire issued and paid-up share capital of SI United Water Holdings (BVI) Ltd as an interested person transaction, and the entire issued and paid-up share capital of Golden Bell Development Ltd for a consideration of RMB604 million (US$95.6m). Through its special purpose vehicle Thrive Key Ltd, Asia Water acquired 75.5 per cent of the paid-up registered capital in United Environment Co Ltd (incorporated in the PRC) by acquiring the intermediate holding companies SI United Water Holdings (BVI) Ltd. The acquisition was completed on 28 December 2011. United Environment Co Ltd is engaged principally in waste water treatment, tap water and reclaimed water treatment, garbage treatment, project investment, management and consultation of refuse treatment in the PRC. Partners Lawrence Wong and Amanda Chen led the transaction. Shook Lin & Bok has acted for the MSO Trust, a joint venture business trust indirectly owned by CapitaLand Commercial Ltd and Mitsubishi Real Estate Co Ltd, in respect of a S$890 million (US$696.5m) secured syndicated loan facility to finance the acquisition and redevelopment of the Market Street carpark into a commercial building. Partner Prakash Raja Segaran led the transaction. Slaughter and May, Hong Kong, is advising Zhengzhou China Resources Gas in respect of its proposed privatisation and withdrawal of H shares from listing on the HKSE by China Resources Gas Group (CRGG), the controlling shareholder of Zhengzhou China Resources Gas, which holds an interest of approximately 56.87 per cent. CRGG proposes to make a voluntary conditional offer under the Takeovers Code for the remaining H shares and shares in Zhengzhou China Resources Gas that it does not already hold, up to a maximum value of HK$795.13 million (US$102m). Zhengzhou China Resources Gas is principally engaged in the sale of natural gas, pressure control equipment and gas appliances, the construction of gas pipelines and the provision of gas pipeline renovation services in Zhengzhou, PRC. The transaction was announced on 19 October 2011 and the H shares of Zhengzhou China Resources Gas are expected to be withdrawn from HKSE listing on 14 February 2012. Partners Benita Yu and Peter Lake are leading the transaction. Slaughter and May, Hong Kong, is advising China Power New Energy Development Company (CPNE) in respect of its placing of new shares to China Three Gorges Corporation. Under a share purchase agreement, CPNE will issue HK$2.1 billion (US$269m) new shares to China Three Gorges, giving China Three Gorges a 29.05 per cent share in the enlarged share capital of CPNE. CPNE is principally engaged in the development of clean energy in the PRC. China Three Gorges is a PRC wholly-owned state enterprise and manages the construction and operation of the Three Gorges Project. Partner Benita Yu leads the transaction which was announced on 12 December 2011. Stamford Law has advised Reyoung Pharmaceutical, a manufacturer and distributor of pharmaceutical and personal hygiene products based in the PRC, in respect of an exit offer made by its major shareholders. The exit offer priced the shares of Reyoung at an attractive premium over the last traded price prior to the announcement of the exit offer and was almost twice the average weighted price over the 12-month period prior to the announcement of the exit offer, valuing the deal at S$166 million (US$130m). This transaction was part of a significant trend of de-listing/privatisation transactions that took place on the SGX, in particular for China-based companies, which was an indication of the low valuations placed on such companies when compared to peers traded on other exchanges. Partner Soh Chun Bin led the transaction. Stamford Law is also advising the Fong Family in respect of disputes which have arisen following the death of the patriarch, Peter Fong. The disputes in questions relate to corporate governance issues in a well-known company, trading in the oil and gas industry, issues of fraud, money laundering, corruption and false accounting, allegations of shareholder oppression and estate issues arising from the death of Peter Fong. In total, the finances and affairs of 50 companies are being contested. Partner Tan Chuan Thye heads the advisory team. Vinson & Elkins has advised Sinopec in respect of the closing of its acquisition of a 37.5 per cent equity interest in Yanbu Aramco Sinopec Refining Company (YASREF) Ltd, a Saudi company that is developing a 400,000 barrel per day nameplate capacity petroleum refining facility in Yanbu, Saudi Arabia. Saudi Aramco owns the remaining 62.5 per cent equity interest. The parties envisage that the facility will cost around US$8.5 billion to develop. Paul Deemer and Nicholas Song led the transaction. White & Case has represented Saudi Arabian Oil Company (Saudi Aramco) in respect of its joint venture with China Petrochemical Corporation (Sinopec) to build, own and operate a grassroots full conversion oil refinery to be located in Yanbu, Saudi Arabia. Once completed, the new refinery will have capacity to process 400,000 barrels per day of heavy crude oil and will produce a full slate of refined products. The Saudi Arabian joint company established to implement the project is named the Yanbu Aramco Sinopec Refining Company (YASREF) Ltd. Construction of the refinery is under way and is scheduled to be operational in 2014. Partners Wendell Maddrey, Jason Webber, Hallam Chow and Waleed Al-Nuwaiser led the transaction. WongPartnership has acted for DBS Bank Ltd as sole manager and underwriter in respect of GMG Global’s placement of 3.84 billion new shares at an issue price of S$0.091 per share, to raise net proceeds of approximately S$349.1 million (US$273.2m). Partner Tok Boon Sheng acted on the matter. WongPartnership has also acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust, in respect of the S$80 million (US$62.6m) acquisition of 3 Changi Business Park Vista from CBP3 Pte Ltd, which is A-REIT’s sixth property within Changi Business Park, one of the two business parks in Singapore. Sited on a land area of 7,710 sqm with a gross floor area and net lettable area of 18,388 sqm and 15,261 sqm respectively, 3 Changi Business Park Vista is a 6-storey building with a current occupancy of about 95per cent, which include tenants such as AkzoNobel and Discovery Asia. Partners Dorothy Marie Ng and Serene Soh acted on the matter. |