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Deals – 12 January 2012

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Allen & Gledhill has advised Wilmar International Ltd (WIL) in respect of its establishment of a US$5 billion guaranteed medium term note programme under which WIL, or such additional issuers that may accede as issuers to the programme, may from time to time issue notes, including perpetual notes. The obligations of each issuer (other than WIL) under the notes will be unconditionally and irrevocably guaranteed by WIL. Partners Margaret Chin and Glenn David Foo led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd, as the lead manager, in respect of the offer by CapitaMalls Asia Ltd’s (CMA), through its wholly-owned subsidiary CapitaMalls Asia Treasury Ltd, of up to S$200 million (US$155m) Callable Step-Up Bonds Due 2022, subject to an increase of up to an additional S$200 million (US$155m) Callable Step-Up Bonds Due 2022. The bonds will be guaranteed by CMA and, among others, offered to the public in Singapore. Partners Margaret Chin and Cara Chan led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised the sellers in respect of the 100 per cent sale of DLF Ackruti Infopark (Pune) Ltd to Blackstone (Mauritius). The transaction involved splitting the assets of DLF Ackruti Infopark into two companies and the sale of one portion comprising of fully developed SEZ unit. Partner Harry Chawla led the transaction. Blackstone was represented by Jyoti Sagar & Associates led by partners Akshay Chudasama, Ashoo Gupta and Jay Gandhi.

Amarchand & Mangaldas & Suresh A Shroff & Co has also advised New York based private equity fund India Equity Partners in respect of the acquisition of the domestic road operations of Dutch freight and logistics major TNT Express in India by a portfolio company of India Equity Partners, by way of an asset sale. The deal is one of the biggest private equity transactions in the Indian logistics business, given the employee base (1000 employees across the country) acquired by IEP from TNT. The deal, which involved transfer of assets and employees across the country, was closed in 20 days. Partner Vandana Shroff led the transaction which was signed on 9 December 2011 and closed on 30 December 2011. AZB & Partners advised TNT.

AZB & Partners has advised Fabbrica Italiana Lapis Ed Affini Spa in respect of its acquisition of 18.5 per cent in the equity share capital of Writefine Products Private Ltd. Partner Alka Nalavadi led the transaction which was signed on 16 December 2011 and is yet to be completed.

Clifford Chance has advised Japan’s Mitsui & Co Ltd, through Galaxy NewSpring Pte Ltd, a joint venture company equally held by Mitsui and Singapore’s Hyflux Ltd, in respect of the purchase of two of Hyflux’s water treatment companies for US$41.2 million. The agreement was signed on 27 December 2011. The firm also advised Mitsui on the initial agreement entered into in August 2010 in which Mitsui established a 50/50 joint venture with Hyflux to develop a substantial water treatment and management business in mainland China, the acquisition of four water treatment plants from Hyflux, and the voluntary delisting from the SGX of the Hyflux Water Trust. Partner Lee Taylor led the transaction.

Clifford Chance has also advised Doedijns International BV (Doedijns) in respect of its ‘bolt-on’ acquisition of Singapore-based Wilmax Control Systems Ltd (Wilmax), a provider of control automation and process packages for the oil and gas and petrochemical industries. Doedijns is an engineering specialist firm providing solutions in the area of hydraulics, instrumentation, pneumatics and control systems. In 2011, European private equity firm IK Investment Partners acquired a majority stake in Doedijns, on which the firm also advised. Partners Jeroen Thijssen, Lee Taylor, Andrew Gambarini and Jelle Hofland led the transaction.

J Sagar Associates has advised the Wolters Kluwer Group in respect of the sale of its Indian pharma-related marketing and publishing services business to the Springer Science + Business Media Group. Headquartered in New York, Wolters Kluwer is a market leading global information services company which provides professionals with necessary information in the fields of business, tax, accounting, finance, audit, risk, compliance and healthcare. The Wolters Kluwer Group has, through this transaction, divested its marketing and publishing services business unit (part of the Wolters Kluwer Health & Pharma Solutions division) in various jurisdictions around the world. Partner Sajai Singh led the transaction.

J Sagar Associates has also advised Simbhaoli Sugars Ltd (SSL), one of India’s largest sugar refiners, in respect of its joint venture with Sindicatum Sustainable Resources Group (Sindicatum), a global developer, investor and operator of clean energy projects, for conducting biomass based power generation in the state of Uttar Pradesh. The parties will conduct the business through their JV company, Simbhaoli Power Ltd (SPL). SSL and Sindicatum will contribute to the share capital of SPL in the ratio of 51:49. SSL will transfer its existing biomass based cogeneration power assets at its sugar mills in Simbhaoli, Chilwaria and Brijnathpur in Uttar Pradesh to SPL for INR1.96 billion (US$37.6m) to be paid in cash and a 51 per cent stake whilst Sindicatum will contribute the balance 49 per cent stake in cash. The JV also involves an expansion in the power generation capacity at these power plants from 60MW to 115MW at an estimated cost of approximately INR3.3 billion (US$63.6m), which will be financed by way of debt funding. The transaction is subject to the approval of the lenders to SSL as part of a larger restructuring exercise. Partners Jyoti Sagar, Rohitashwa Prasad and Vishnu Sudarsan led the transaction.

Latham & Watkins has advised Tokyo-based Recruit Co Ltd in respect of its acquisition from affiliates of Cerberus Capital Management LP of the 100 per cent ownership of US-based Advantage Resourcing America Inc and Netherlands-based Advantage Resourcing Europe BV for approximately US$410 million. Partners Julian Kleindorfer, Hiroki Kobayashi, Diana Doyle and Robin Struve led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company, a Cayman Islands licenced trust company and a wholly owned subsidiary of Nomura Bank (Luxembourg) SA, in respect of the launch of Nomura Currency Fund –Asian Bond Fund, a new series trust of Nomura Currency Fund. The investment objective of the series trust is to maximise total returns from price appreciation and income gains through investments in Asian bonds managed by Nomura Asset Management Co Ltd and Aberdeen Asset Management Asia Ltd. All service providers, except for the investment sub-adviser, are within the Nomura Group. As at the date of the launch, subscriptions totalling approximately JP¥1.25 billion (US$16.3m) were received. Richard Grasby and Stephen Watler led the transaction whilst Luxembourg legal advice was provided by Elvinger, Hoss & Prussen.

O’Melveny & Myers has represented China Polymetallic Mining Ltd, the largest lead and zinc pure mining company in Yunnan, China, in respect of its HK$1.46 billion (US$187m) IPO on the HKSE. Citigroup Global Markets Asia Ltd is the sole global coordinator and a book-runner of the global offering. Other book-runners include Bank of Communications International Securities Ltd and Renaissance Capital (Hong Kong) Ltd. Before the IPO of China Polymetallic, the firm also acted for the client in its pre-IPO fundraising. Deutsche Bank, Morgan Stanley and other investors subscribed in an aggregate of US$90 million exchangeable bonds issued by the controlling shareholder of China Polymetallic. Partners Gordon Ng and Geng Ke led the transaction.

Paul Hastings has represented Shuanghui International Holdings Ltd (Shuanghui International) and its subsidiaries (Shuanghui Group), including Henan Shuanghui Investment Development Co. Ltd. (Shuanghui Investment) which is an A-share company listed on the Shenzhen Stock Exchange, in respect of one of the largest public company M&A transactions in China. The Shuanghui Group is a large-scale food processing company in China whose major shareholders include CDH Investments, Goldman Sachs, Temasek (the Singapore government’s investment firm) and New Horizon (a leading China-focused private equity fund). The transaction involved a series of offshore shareholding restructurings among the shareholders of Shuanghui International as well as a highly complex asset restructuring within the Shuanghui Group at an aggregate consideration of RMB30.2 billion (US$4.8b). Part of the consideration was paid by Shuanghui Investment by issuing A-shares to another subsidiary of Shuanghui International, which was then required to make a general offer of RMB16.5 billion (US$2.6b) to acquire the A-shares held by other shareholders of Shuanghui Investment. Partner Raymond Li led the transaction.

Shook Lin & Bok’s Singapore office has acted for China XLX Fertiliser Ltd, a coal-based producer of urea and compound fertilizer in Henan, PRC, in respect of its issuance of RMB denominated convertible bonds amounting to approximately RMB324 million (US$51m) to Nitro Capital Ltd. Partner Wong Gang led the transaction.

Simmons & Simmons has advised Da Cheng International Asset Management Company Ltd and Guotai Junan Assets (Asia) Ltd in respect of the formation and SFC authorisation of two RMB-denominated retail funds in Hong Kong which invest offshore RMB directly into China’s domestic securities markets via the Renminbi Qualified Foreign Institutional Investor (RQFII) regime. The funds are Da Cheng China RMB Fixed Income Fund and Guotai Junan Great Dragon China Fixed Income Fund. Both funds were authorised by the SFC on 30 December 2011, and were two among only four funds to be in the ‘first batch’ of RQFII products to be approved in Hong Kong. Both funds will begin their initial offer periods shortly after the Chinese New Year holidays. Partner Rolfe Hayden led the transaction.

WongPartnership has acted for Abraaj Capital Ltd, a Dubai-based private equity firm, in respect of its divestment of a 50 per cent stake in Turkish hospital chain Acibadem Saglik Yatirimlari Holding AS and affiliated companies (Acibadem) to Integrated Healthcare Holdings Sdn Bhd (IHH) and Khazanah Nasional Bhd via a cash payment and an exchange of newly issued IHH shares. The transaction values Acibadem at US$1.68 billion. Partners Ng Wai King and Andrew Ang acted on the matter.

WongPartnership has also acted for Flamegold Pte Ltd, a wholly owned subsidiary of UOL Group Ltd (UOL), in respect of the purchase of a development known as St Patrick’s Garden comprising a land area of over 137,000 square feet for a purchase price of S$172 million (US$133m) for redevelopment of the property into residential apartments. Partners Monica Yip and Tan Kay Kheng acted on the matter.

Deals – 5 January 2012

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Allen & Gledhill has advised DBS Bank Ltd (DBS) in respect of the establishment of a US$5 billion commercial paper programme under which DBS may issue commercial paper notes. Goldman, Sachs & Co, Barclays Capital Inc, Citigroup Global Markets Inc, JP Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith have been appointed as the dealers of the programme. Partners Glenn Foo and Bernie Lee led the transaction.

Allen & Gledhill has also advised Temasek (Holdings) Private Ltd (Temasek) and Asia Mobile Holdings Pte Ltd (Asia Mobile) in respect of a share purchase agreement between an indirect wholly-owned subsidiary of Temasek and Asia Mobile to sell approximately 127.9 million issued ordinary shares of Starhub Ltd. The sale represents 7.46 per cent of the total issued share capital of Starhub Ltd and is valued at approximately S$365 million (US$281.5m). Partners Lim Mei and Hilary Low advised Temasek whilst partner Song Su-Min advised Asian Mobile.

Appleby is acting as BVI counsel for JP Morgan Chase Bank in respect of the US$690 million merger of Shanda Interactive Entertainment Ltd (Shanda), a leading interactive entertainment media company in China which is listed on NASDAQ, with New Era Investment Holding Ltd (New Era), a newly established Cayman Islands company. New Era is owned by Premium Lead Company Ltd (PLC) which in turn is jointly owned by a group including Tianqiao Chen, the chief executive of Shanda, his wife and brother (the buyer group). The buyer group already beneficially owns approximately 70 per cent of Shanda. Shanda’s board of directors has approved the entry into a merger agreement and recommended its approval to Shanda’s shareholders. The acquisition will be financed by JP Morgan Chase Bank and subject to shareholder approvals, and is expected to close early next year. Partner Jeffrey Kirk is leading the transaction.

Amarchand & Mangaldas has advised Fidelity in respect of its investment into XCyton Diagnostics Private Ltd, a private company which provides diagnostic services. The deal represents one of the few foreign investments to have occurred in the diagnostic services sector and the transaction was structured in light of the recent changes to the foreign exchange laws of India relating to the pharmaceutical sector. The deal value is approximately INR20 crores (US$3.8m) by subscription to compulsorily convertible debentures and equity shares of XCyton Diagnostics Private Ltd. Partner Reeba Chacko led the transaction which was signed on 2 November 2011 and closed on 25 November 2011. Another advisor to the deal was J Sagar Associates.

Amarchand & Mangaldas has also advised the Series C Investors led by Norwest Venture Partners (NVP) in respect of their investment into Goldsquare Sales India Private Ltd, which runs the online e-commerce portal www.fashionandyou.com. The deal represents the third round investment received by the company. NVP, Intel Capital and Nokia Growth Partners, along with Sequoia Capital (an existing investor in the company), invested approximately INR180 crores (US$34m) in the company in this round of funding, the highest investment in the e-commerce space in India thus far. Partner Reeba Chacko also led the transaction which was signed on 20 October 2011 and closed on 11 November 2011.

AZB & Partners has advised Vedanta Group, which is comprised of Vedanta Resources Plc, Twin Star Mauritius Holding Ltd and Sesa Goa Ltd, in respect of the completion of the acquisition of approximately 59 per cent of Cairn India Ltd. The firm assisted Vedanta in negotiating and drafting the transaction documents, advised on the Indian public offer, and advised on regulatory issues. Partners Zia Mody, Shuva Mandal and Essaji Vahanvati led the transaction which was valued at approximately US$8.67 billion and was completed on 8 December 2011.

AZB & Partners has also advised Holderind Investments Ltd in respect of its acquisition of 0.7744 per cent of the equity shares held by Radha Madhav Investments Ltd and RKBK Fiscal Services Pvt Ltd (the Indian promoters of Ambuja Cement Ltd) for approximately INR3.87 billion (US$73m). Partner Abhijit Joshi led the transaction which was completed on 15 December 2011.

Clayton Utz has advised Plenary Group in respect of Plenary Health consortium’s successful bid for the Victorian Comprehensive Cancer Centre (VCCC) Project, from initial bid through to financial close of the A$1 billion (US$1.02b) plus project. The Plenary Heath consortium comprises Plenary Group, Grocon, PCL Constructors Pacific Rim and Honeywell. To be delivered as a public-private partnership, the new facilities will provide Victoria with a world-class comprehensive cancer centre and will drive the next generation of progress in the prevention, detection and treatment of cancer. Partner Marcus Davenport, supported by partners Brendan Groves and Naomi Kelly, led the transaction. Allens Arthur Robinson, led by partner Anthony Arrow, acted for global technologies inventor and manufacturer Honeywell whilst Minter Ellison acted for the State of Victoria.

Clifford Chance has advised Australia’s APA Group in respect of the restructure and sale of 80 per cent of its Queensland gas distribution network, a transaction valued at A$526 million (US$537m). The network has been transferred into a new APA minority-owned investment vehicle, with Marubeni Corporation and RREEF to each own 40 per cent of that vehicle. Partner Richard Graham led the transaction.

Clifford Chance has also advised Daiwa Capital Markets Europe Ltd (Daiwa) as lead manager and the other managers in respect of the JPY200 billion (US$2.6b) zero coupon convertible bonds due 2015 issued by KDDI Corporation (KDDI) on December 2011 for financing the repurchase of KDDI’s shares from The Tokyo Electric Power Company, Incorporated (TEPCO). The deal reportedly represents the largest convertible bond transaction globally in 2011. Partner Reiko Sakimura advised Daiwa and the other managers. Partner Joan Janssen advised on the Singapore listing of the convertible bonds whilst partner Matt Fairclough advised Union Bank NA as the trustee in respect of the convertible bonds.

Clyde & Co‘s Shanghai and London offices have advised China Reinsurance Corporation (China Re), the country’s only state-owned reinsurance group and largest reinsurer, in respect of the formation of a strategic partnership with Catlin Group Ltd that will result in the establishment of a special purpose syndicate at Lloyd’s of London. The deal marks the first time that a Chinese company has invested money directly at Lloyd’s and will see China Re put an initial £50 million (US$77.6m) into the special purpose Syndicate 2088. The Syndicate will begin underwriting from 1 January 2012. Partners Carrie Yang and David Coupe led the transaction.

Davis Polk & Wardwell has advised New China Life Insurance Company Ltd (NCI) in respect of its US$1.9 billion IPO, including a global offering of H shares, consisting of an IPO on the HKSE and an international offering in reliance on Rule 144A and Regulation S, and a concurrent offering of A shares listed on the Shanghai Stock Exchange. The IPO, with total proceeds of nearly US$2.1 billion if the over-allotment option is fully exercised, is considered as one of the largest IPOs of PRC companies and the only concurrent A + H shares offering in 2011. NCI provides a broad range of life insurance products and services through its extensive distribution network in the country and is ranked third in the PRC life insurance market, in terms of gross premium income in 2010. China International Capital Corporation Hong Kong Securities Ltd, UBS AG Hong Kong Branch, Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch International, Deutsche Bank AG Hong Kong Branch, BNP Paribas Capital (Asia Pacific) Ltd and China Merchants Securities (HK) Co Ltd acted as joint book runners for the global offering. Partners Howard Zhang, Li He and Jeffrey M Oakes led the transaction whilst Freshfields Bruckhaus Deringer and Commerce & Finance Law Offices advised on Hong Kong and on PRC law, respectively. The underwriters were advised by Sullivan & Cromwell on US law, Slaughter and May on Hong Kong law and King & Wood PRC Lawyers on PRC law.

Dhir & Dhir Associates has acted as lenders’ legal counsel for a consortium of lenders led by PTC India Financial Services Ltd in respect of a loan financing of INR500 million (US$10m) to Aravali Infrapower Ltd for its proposed 5 MW Solar PV Polycrystalline Power Project at Gujarat. Shivi Agarwal, Girish Rawat and Ayanka Singh advised on the matter.

Eversheds has advised Chow Tai Fook Enterprises Ltd in respect of a RMB2.36 billion (US$932m) property deal to acquire 100 per cent stake in a Qingdao-based joint venture from Shanghai Industrial Holdings Limited, a company listed on the HKSE. The JV looks at the residential and commercial land development of a 430,000 sq m area in Huangdao District, Qingdao, Shandong Province. Chow Tai Fook Enterprises is a diversified, Hong Kong-based company engaged in the jewellery, property development, hotel, casino, transportation, port and telecommunications businesses. Partner Stephen Mok led the transaction.

Fangda has represented Grace Semiconductor Manufacturing Corporation in respect of its merger with Hua Hong Semiconductor Ltd. Hua Hong and Grace ranked No.2 and No.3 respectively in PRC semiconductor manufacturing industry before the merger. The deal size was approximately RMB12.4billion (US$1.9b) and the closing date was 28 December 2011. Partners Jonathan Zhou, Doris Tang and Leo Lou led the transaction.

Freshfields Bruckhaus Deringer has advised Chow Tai Fook Jewellery Group Ltd in respect of its US$2 billion global offering of shares and listing on the HKSE. Chow Tai Fook is a leading jeweller by market share in the PRC as well as in the Hong Kong and Macau jewellery markets. The company has an extensive retail network in the Greater China region with over 1,500 points of sale. Chow Tai Fook’s principal products are mass luxury and high-end luxury jewellery products, including gem-set jewellery, platinum/karat gold products, gold products and watches. China chairman Teresa Ko and partners Grace Huang and Calvin Lai led the transaction.

Fried Frank has advised Bank of America Merrill Lynch and BOCI International in respect of Hosa International Ltd’s (Hosa) global offering of 400 million ordinary shares and the related listing on the HKSE. The offering raised approximately US$82.3 million. The deal comprised the sale of initially 40 million Hong Kong offer shares and 360 million international placing shares. Hosa designs and produces a wide range of mid-to-high end sportswear products, including swimwear, fitness wear, sports underwear and accessories, which sell under their well-known HosaTM brand. Partners Victoria Lloyd and Joshua Coleman led the transaction.

Herbert Smith’s Singapore office has advised CNOOC Ltd in respect of the sale by its subsidiary, CNOOC Southeast Asia Ltd, of CNOOC ONWJ Ltd to EMP International (BVI) Ltd for approximately US$212 million. CNOOC ONWJ Ltd holds a 36.72 per cent working interest in Offshore Northwest Java Production Sharing Contract in Indonesia. Partner Lewis McDonald led the transaction whilst the firm’s associated firm in Indonesia, Hiswara Bunjamin & Tandjung, provided advice on all Indonesian aspects of the transaction.

J Sagar Associates has advised Standard Chartered Private Equity (SCPE) in respect of its exit from Endurance Technologies, a company based in Aurangabad engaged in the manufacture of auto components, by transferring its stake to Actis Advisors Private Ltd (Actis) for US$71 million. Partners Upendra Nath Sharma and Lalit Kumar led the transaction. Actis was advised by Platinum Partners with a team led by partner Gautam Bhat whilst Nishith Desai Associates, led by Nishchal Joshipura, acted as Endurance’s counsel.

J Sagar Associates has also advised Mauritius-based private equity fund IIRF India Realty XII Limited in respect of its INR100 crore (US$187.9m) investment, along with IL&FS Trust Company Ltd, in the construction contract business of Mumbai-based SRM Sites Private Ltd (SRM Sites), a subsidiary of Sree Ram Urban Infrastructure Ltd which is developing a multi-storey premium residential building having approximately 3.9 million square feet developable area christened as “Palais Royale” at Worli, Mumbai. SRM Sites has undertaken a construction contract for a part of the said multi-storey residential building. Partner Abeezar Faizullabhoy led the transaction.

Khaitan & Co has advised TT Krishnamachari & Co (TTK) in respect of the joint venture with CIGNA International Corporation to form a company to provide health insurance. TTK, based in Chennai and Bangalore, is family-owned and operates multiple businesses, selling everything from cookware to pharmaceuticals. Partner Murali Neelakantan advised on the transaction.

Khaitan & Co has also advised Sara Sae Private Ltd (Sara) in respect of the acquisition by way of asset transfer of Consolidated Pressure Control LLP USA by Pressure Control LLC USA, a subsidiary of Sara, for US$7 million. Sara manufactures a diverse range of oilfield equipment in its manufacturing facility in India, using the latest design techniques and CNC machines. Partner Abhilekh Verma advised on the transaction.

Kim & Chang has represented Morgan Stanley Private Equity in respect of the completion of its acquisition of 100 per cent shares of Korean restaurant franchiser Nolboo and its affiliates, and certain assets of its controlling shareholder, for an aggregate purchase price of KRW115 billion (US$100m). Nolboo is one of the largest restaurant franchisers in Korea and has around 700 franchisee and directly-owned restaurants, including branches in China, Singapore and Thailand. JK Park, JH Park and Anthony Choi led the transaction which was completed on 13 December 2011.

King & Wood has acted as PRC law counsel for HKT Trust in respect of HKT Trust and HKT Ltd’s listing on the HKSE. Issuing approximately 2.05 million share stapled units under the global offering at HK$4.53 per unit (US$0.58), HKT Trust raised a total capital of HK$9.3 billion (US$1.2b). HKT Trust is a telecom business spinoff of PCCW Ltd, Hong Kong’s premier telecommunications provider. HKT Trust offers various telecom services in Asia mainly in Hong Kong and Mainland China, and controls the broadest telecommunication network in Hong Kong. HKT Trust is the first single investment trust listed in Hong Kong. Partners Stanley Cha and Rebecca Chao led the transaction.

Kirkland & Ellis has represented Citigroup, as financial adviser, in respect of Perfect Lead Investments’ (a member of the Li & Fung Group) US$340 million (HK$2.65 billion) voluntary conditional cash offer for Hang Ten Group Holdings. The offer was jointly announced by Perfect Lead Investment and Hang Ten Group Holdings on 19 December 2011. Partners Nicholas Norris, Ashley Young and Douglas Murning led the transaction.

Latham & Watkins has acted as HK and US counsel to the underwriters (composed of Goldman Sachs (Asia) LLC, UBS AG, BOCI Asia Ltd, Barclays Bank PLC, Daiwa Capital Markets Hong Kong Ltd, China Merchants Securities (HK) Co Ltd and ABCI Securities Company Ltd) in respect of Beijing Jingneng Clean Energy Co Ltd’s (BJCE) IPO of approximately 1.13 million H shares listed on the HKSE, including its international offering (144A/Reg S) of approximately one million H shares and Hong Kong public offering of 113.5 million H shares. BJCE is the largest gas-fired power provider in Beijing and a leading wind power operator in China. The transaction closed on 22 December 2011. The offering raised approximately HK$1.9 billion (US$244.6m) gross proceeds. Partners Cathy Yeung, Michael Liu, Allen Wang and Samuel Weiner led the transaction.

LS Horizon Ltd has advised Hydrotek Public Company Ltd (Hydro) in respect of its IPO and listing of its shares on the Market for Alternative Investment of the Stock Exchange of Thailand. Hydro operates construction and environmental engineering services, such as water treatment systems, wastewater treatment solutions, solid waste treatment, and waste-to-energy solutions. It has sold 30 million new shares at THB3.39 (US$0.107) each and commenced its first day trade on 15 December 2011. Partner Sunpasiri Sunpa-a-sa led the transaction.

Maples and Calder has acted as Cayman Islands counsel for BNY Mellon in respect of the launch of Nikko BNY Mellon emerging markets mid-small cap equity fund, a series trust of Mellon Offshore Funds. The fund’s investment objective is to pursue long-term asset growth by investing primarily in the stocks of small to medium capitalisation companies listed or registered in emerging markets. Partner Spencer Privett led the transaction whilst Japanese legal advice was provided by Mori, Hamada & Matsumoto.

Morrison & Foerster’s Hong Kong office has represented China International Capital Corporation, UBS and Royal Bank of Hong Kong as underwriters in respect of the Hong Kong IPO and Rule 144A/Regulation S global offering of Guodian Technology and Environment Group Corporation Ltd. Guodian is the largest environmental protection and energy conservation solutions provider for coal-fired power plants operating in China. Its parent company, Guodian Group, is a Fortune Global 500 company and one of the five largest power producers in China. Guodian was recently ranked as the largest wind farm operator in Asia. Partners Charles Chau and John Moore led the transaction which closed on 30 December 2011 whilst Jingtian & Gongcheng advised on PRC law. Guodian was advised by K&L Gates as to Hong Kong and US law whilst Kaiwen Law Firm advised as to PRC law.

Morrison & Foerster’s Hong Kong office has also represented China Tianrui Cement in respect of its US$124 million Hong Kong IPO and Regulation S global offering which closed on 23 December 2011. Deutsche Bank, BOC International, BOCOM International and CCB International acted as the joint lead managers on the offering. Partners John Moore and Gregory Wang led the transaction whilst Li & Partners advised as to Hong Kong law, Commerce & Finance Law Offices as to PRC law and Conyers Dill & Pearman as to the Cayman Islands law. The underwriters were advised by Paul Hastings as to Hong Kong and US law and by Jingtian & Gongcheng as to PRC law.

O’Melveny & Myers is advising China Real Estate Information Corporation (CRIC) in respect of a going-private transaction which will result in its being taken private by its controlling shareholder, E-House (China) Holdings Limited. Under the terms of the agreement and plan of merger, which was entered into on 28 December 2011 by and among CRIC, E-House and a newly formed subsidiary of E-House, each of CRIC’s ordinary shares will be converted into the right to receive US$1.75, without interest, and 0.6 E-House ordinary shares, except for shares held by E-House and certain other excluded parties, which will be canceled in the merger for no consideration. The transaction is expected to close around the middle of 2012 and is subject to customary closing conditions, including approval by CRIC’s shareholders. Partners David Roberts, Paul Scrivano, and Ke Geng are leading the transaction whilst Maples and Calder is serving as Cayman Islands legal advisor. Latham & Watkins, led by partners Tim FitzSimons and Mark Gerstein, is advising Credit Suisse Securities as exclusive financial advisor to the special committee whilst Shearman & Sterling is serving as US legal advisor to the special committee.

Paul Hastings has represented Samsung Electronics Co Ltd, a world leader in digital consumer electronics and information technology, in respect of the sale of its hard disk drive (HDD) operations to Seagate Technology plc, the world leader in hard disk drives and storage solutions. The transaction was announced on April 2011 and closed on 19 December 2011. The combined value of the transactions and agreements is approximately US$1.4 billion. Partners Matthew Berger, Scott Hataway, Michael Cohen and Pierre Kirch led the transaction.

Shearman & Sterling is advising Fujifilm Holdings Corporation (Fujifilm) in respect of its acquisition of SonoSite Inc in a transaction valued at approximately US$995 million. Fujifilm is the holding company of the Fujifilm Group, having three operating companies such as Fujifilm Corporation, Fuji Xerox Co Ltd and Toyama Chemical Co Ltd under its umbrella. The group’s priority business fields are medical/life sciences, graphic arts, documents such as office equipment/printing, optical devices such as camera phone lens units, highly functional materials such as LCD materials, and digital imaging. SonoSite is the innovator and world leader in bedside and point-of-care ultrasound and an industry leader in ultra high-frequency micro-ultrasound technology and impedance cardiography equipment. Partners Ken Lebrun, Clare O’Brien, John Cannon and Beau Buffier led the transaction.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel for Nestlé SA in respect of its acquisition of a 60 per cent stake in SGX-listed Hsu Fu Chi International Ltd (Hsu Fu Chi) for S$2.1 billion (US$1.63b). The transaction involved the acquisition of a 43.52 per cent interest from Hsu Fu Chi’s independent shareholders by way of a scheme of arrangement and a 16.48 per cent interest from the individual shareholders. This is possibly the second-largest foreign acquisition of a mainland firm in 2011, which involved the first scheme of arrangement undertaken by a Cayman Islands incorporated company listed on the main board of the SGX. Partners David Chong and Ho Ying Ming led the transaction.

Skadden, Arps, Slate, Meagher & Flom is representing China Three Gorges Corporation, a developer of hydropower projects, in respect of its acquisition of a 21 per cent stake in Engergias de Portugal SA (EDP). EDP operates in the area of electricity generation, supply and distribution, as well as the supply and distribution of gas. EDP is present in Portugal, Spain, France, Belgium, Poland, Romania, Brazil and the US. Partners Gregory Miao, Peter Huang and Douglas Nordlinger are leading the transaction.

Slaughter and May’s Hong Kong office is advising Swire Pacific Ltd and Swire Properties Ltd in respect of the proposed spin-off and separate listing by way of introduction on the HKSE of Swire Properties. Swire Properties is a wholly-owned subsidiary of Swire Pacific and is a leading developer, owner and operator of mixed use, principally commercial properties in Hong Kong and the PRC. The proposed listing of Swire Properties by way of introduction will be achieved by a distribution in specie by Swire Pacific of approximately 18 per cent of the issued share capital of Swire Properties to qualifying Swire Pacific shareholders. The listing document was issued on 21 December 2011. Dealings in Swire Properties shares are expected to commence on 18 January 2012. Partners Richard Thornhill and Lisa Chung are leading the transaction.

Stephenson Harwood has advised two separate company groups (an Indonesian media company and a conglomerate with plantation and palm oil businesses in Indonesia) in respect of the acquisition and financing of an Embraer Lineage 1000, the largest business jet in production with two General Electric CF34-10E7B engines. The acquisition was financed by the corporate jet arm of a US based specialist aviation house and will be managed by an Indonesian based aircraft management team. The aircraft was registered in the US through an owner trust structure, with the beneficial interest in the trust held by a BVI vehicle. Global head of aviation Paul Ng, Tejaswi Nimmagadda and Nikhil Jalan comprised the advisory team.

WongPartnership has acted for The Hongkong and Shanghai Banking Corporation Ltd and Oversea-Chinese Banking Corporation Ltd as joint arrangers and dealers in respect of United Engineers Ltd’s establishment of a S$500 million (US$385.65m) multicurrency MTN programme. Partner Hui Choon Yuen acted on the matter.

WongPartnership has also acted for K-REIT Asia Management Ltd, as manager and representative of K-REIT Asia, in K-REIT Asia’s fully underwritten 17-for-20 rights issue which raised gross proceeds of approximately S$985.7 million (US$760.3m) to part fund the acquisition of approximately 87.5 per cent equity interest of Ocean Properties Pte Ltd (OPPL) for a period of 99 years. OPPL owns Ocean Financial Centre, a Grade A office development which is one of the largest and newest premium office buildings in the central business district in Singapore. Partners Rachel Eng, Long Chee Shan and Karen Yeoh acted on the matter.

Deals – 15 December 2011

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Allen & Gledhill has advised Temasek Financial (III) Private Ltd, a wholly-owned subsidiary of Temasek Holdings (Private) Ltd (TH), in respect of its issue of S$790 million (US$603m) zero coupon guaranteed exchangeable bonds due 2014. The bonds are guaranteed by TH and exchangeable into ordinary shares of Standard Chartered PLC. Partners Yeo Wico, Prawiro Widjaja and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Global Logistic Properties Ltd in respect of its issue of S$500 million (US$381.6m) in aggregate principal amount of 5.5 per cent perpetual capital securities. Partners Leonard Ching and Bernie Lee led the transaction.

Allen & Overy has advised Chinese state-owned steel manufacturer Baosteel Group Corporation (Baosteel) in respect of its CNY3.6 billion (US$565m) inaugural offshore Renminbi (RMB) bond issuance which makes Baosteel as the first mainland company to issue offshore RMB bonds. Approval for the issue was obtained from the National Development and Reform Commission of the PRC. The bonds carried fixed rates of interest and were issued in three tranches with maturities of two, three and five years. The three tranches were listed on the SGX. Deutsche Bank and HSBC were the joint global coordinators and, along with China Merchant Securities, DBS, ICBC International Capital Ltd and Standard Chartered Bank, were joint book-runners. Walter Son led the transaction.

Allen & Overy has also advised HSBC as lead manager in respect of Industrial Development Bank of India’s (IDBI) inaugural offshore Renminbi bond issuance – the first Indian lender to raise funds in the offshore Renminbi market in Hong Kong. IDBI is one of India’s largest commercial banks. The notes, which were listed on the SGX, were in the principal amount of CNY650 million (US$102m) with a coupon of 4.5 per cent per annum and a maturity of three years from issue. Andrew Harrow led the transaction.

Allens Arthur Robinson’s Sydney and Jakarta offices have advised Standard Chartered Private Equity (SCPE), the private equity arm of Standard Chartered Bank, in respect of its purchase of convertible unsecured notes from Perth-based gas production and exploration company Triangle Energy whose key asset is a 100 per cent working interest in the production sharing contract in the Pase Block, Indonesia. The deal, which was signed on 7 December 2011, involves two tranches – one of US$3.5 million and the other of US$6.5 million. If both tranches are issued and converted into shares, SCPE will have an approximate 18.3 per cent shareholding interest in Triangle Energy. Partner Guy Alexander led the transaction.

AZB & Partners has advised Bank of India in respect of its purchase of 51 per cent shares of Bharti AXA Investment Managers Private Ltd and Bharti AXA Trustee Services Private Ltd. Partners Yogesh Bhattarai and Vijay Manjrekar led the transaction which was signed on 3 December 2011. Completion is subject to receipt of all applicable regulatory approvals.

AZB & Partners has also advised Matrix Partners in respect of its acquisition of approximately 22 per cent of the shareholding of Waterlife India Private Ltd for approximately US$4.4 million. Partner Abhijit Joshi led the transaction which was completed on 9 December 2011.

Baker & McKenzie Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised French luxury group LVMH Moët Hennessy-Louis Vuitton (LVMH) in respect of the S$160.8 million (US$125.2m) voluntary conditional cash offer for SGX-listed Heng Long International Ltd (Heng Long). LVMH and the Koh family, the founders and controlling shareholders of Heng Long, agreed to jointly own and control Heng Long. The partnership will strategically complement LVMH in the procurement of high quality crocodile skins. Partner Ai Ai Wong led the transaction.

Clayton Utz is advising HKSE listed Wah Nam International Holdings Ltd (Wah Nam) in respect of its concurrent off-market takeover bids for ASX-listed Brockman Resources Ltd and FerrAus Ltd, and in respect of Wah Nam’s IPO and listing on the ASX. The transactions were announced on 10 November 2011.
Under the concurrent bids, which will be undertaken through Wah Nam’s wholly owned subsidiary Wah Nam International Australia Pty Ltd, Wah Nam will offer 30 Wah Nam shares for every Brockman Resources Ltd share, and 6 Wah Nam shares for every FerrAus Ltd share. This values the Brockman Resources bid at approximately A$925 million (US$915m) and the FerrAus Ltd bid at approximately A$265 million (US$262m). Wah Nam’s IPO is seeking to raise A$2 million (US$1.98m) with a facility to raise an additional A$1 million (US$0.99m) in oversubscriptions. On completion of its IPO and listing, Wah Nam will become the first HKSE-listed company to list on the ASX. Partner Mark Paganin is leading the transaction.

Clayton Utz and co-legal adviser Maddocks have advised Centro Retail Ltd and Centro Retail Trust in respect of the complex restructure of Centro Group, which was approved by the Supreme Court of New South Wales earlier this month. Partners Brendan Groves and John Moutsopoulos led the transaction.

Clifford Chance has advised Barclays Bank PLC (as arranger) in respect of the establishment of a 5 billion covered bond programme by ANZ National (Int’l) Ltd London Branch guaranteed by ANZ National Bank Ltd and ANZNZ Covered Bond Trust Ltd. The firm also acted on an inaugural drawdown of 500 million 3 per cent covered bonds issued under the programme, advising Barclays Bank PLC, BNP Paribas and UBS as joint lead managers and DZ Bank AG as co-lead manager. Partner Chris Walsh led the transaction.

Clifford Chance has advised Morgan Stanley and JP Morgan, as the sponsors, in respect of the US$410 million listing and global offering of Baoxin Auto Group Ltd on the HKSE. Baoxin is a leading 4S luxury car dealership group in China whose brands include BMW, MINI, Audi, Cadillac and Land Rover. A 4S dealership refers to an authorised dealership store that covers sales of automobiles and spare parts, maintenance and repair services, and the conduct of customer and market surveys for automobiles manufacturers. Partners Tim Wang and Amy Lo led the transaction.

Drew & Napier has acted as Singapore law counsel to Singapore-based construction company Keong Hong Holdings Ltd in respect of its IPO of 27 million shares at an issue price of S$0.24 (US$0.18) per share on the sponsor-supervised listing platform of the SGX ST. In addition to the IPO, the firm also assisted Keong Hong Holdings, together with its subsidiaries and associated companies, with its restructuring exercise which included investments by pre-IPO investors amounting to approximately S$7.8 million (US$6m). Trading of shares is expected to commence on 16 December 2011. Director Marcus Chow led the transaction.

Fangda has represented Temasek in respect of the pre-IPO investment in Chinese B2C operator Vancl. The total investment is US$230 million.

Fangda has also represented Siemens in respect of the negotiation and establishment of wind power-related joint ventures with Shanghai Electric, a state-owned listed company. The total investment of the two joint ventures is €344 million (US446.8m).

Herbert Smith has advised China Outfitters Holdings Ltd (China Outfitters) in respect of its HK$1.13 billion (US$145m) IPO and listing on the HKSE and Rule 144A/Regulation S global offering. The IPO was completed on 9 December 2011. China Outfitters, a menswear-focused apparel design, manufacturing, marketing and sales company in the PRC, intends to use the IPO proceeds for, amongst others, licensing or acquisition of additional recognised international brands, establishing joint ventures and expansion and enhancement of existing logistics systems. Partners Tommy Tong, Jason Sung, Kevin Roy and Melody Chen led the transaction whilst Commerce & Finance Law Offices advised on PRC law and Walkers, led by partner Denise Wong, advised on Cayman Islands and BVI laws. Hogen Lovells advised the underwriters on Hong Kong and US laws whilst Jingtian & Gongcheng Attorneys at Law advised on PRC law.

HopgoodGanim has advised the administrators of Proserpine Cooperative Sugar Milling Association Ltd (PCSMA), Australia’s fifth largest sugar mill, in respect of the completion of the A$120 million (US$118.7m) sale of its milling assets to Sucrogen, the Australian-based sugar subsidiary of Singapore’s Wilmar International Ltd and Australia’s leading sugar company. The sale to Sucrogen was completed with a same day turnaround, shortly after PCSMA’s creditors approved the transaction. Partner Nicole Radice led the transaction.

J Sagar Associates has advised Lintas India Private Ltd in respect of the acquisition of the balance 50 per cent ownership in Aaren Initiative Outdoor Advertising Private Ltd from Aaren Advertising Private Ltd. Aaren Initiative Outdoor Advertising Private Ltd, which is engaged in advertising through an outdoor media business, has become a wholly owned subsidiary of Lintas India Private Ltd. Partner Sandeep Mehta led the transaction whilst partner Vinod Agarwala of Vigil Juris acted for Aaren Advertising Private Ltd.

J Sagar Associates has also advised private equity fund Red Fort in respect of its investment of up to INR250 crore (US$46.5m) in a residential project being undertaken by Omkar Realtors in Mumbai’s Malad (a slum rehabilitation project.) Omkar proposes to develop around 1.6 million square feet of residential space as part of the project. Partner Vivek K Chandy led the transaction. Wadia Ghandy Mumbai advised Omkar Realtors.

Khaitan & Co has advised India Infrastructure Fund (IIF) in respect of a joint venture arrangement with Ashok Piramal Group, Piramal Infrastructure Private Ltd and Ashok Piramal Group Real Estate Trust; Piramal Roads Infra Private Ltd; and SNC-Lavalin Mauritius Ltd to develop, own, construct and operate public-private partnership road projects in India. IIF is a SEBI-registered domestic venture capital fund managed by IDFC and focused on infrastructure with a corpus of INR38 billion (US$927m). Partner Vaishali Sharma advised on the transaction.

Khaitan & Co has also advised YES Bank Ltd (YBL) in respect of the syndication arrangement between YBL and Dewan Housing Finance Corporation Ltd (DHFL) for running together a loan sourcing and syndication program where DHFL would act as the lead syndication member and YBL as a participating syndication member. Both parties shall equally share the loan. Partner Shishir Mehta led the transaction.

King & Wood has advised Nestle in respect of its acquisition of 60 per cent share of Singapore-listed Hsufuchifoods for US$1.7 billion. The firm served as the sole legal consultant for Nestel in its anti-trust proposal to the Ministry of Commerce which was approved this month. The deal is deemed to be the largest acquisition in the food industry in China, after Coco Cola’s acquisition of HuiYuan. Partner Susan Ning led the transaction.

Kirkland & Ellis has represented Citigroup, as financial adviser and as lender, in respect of the US$2.14 billion joint offer by ENN Energy Holdings and China Petroleum & Chemical Corporation (Sinopec) for China Gas Holdings by way of an unsolicited pre-conditional voluntary cash offer. The offer was announced on 12 December 2011. As part of the transaction, ENN Energy Holdings entered into a bridge loan facility with Citigroup for which it will use part of the facility to fund the offer. Partners Nicholas Norris, Ashley Young and Doug Murning led the transaction.

Majmudar & Co has acted as Indian law counsel for TRS AG Switzerland in respect of the sale of its global printing ink recycling business, including its Indian subsidiary, Saakar Printing Design and Engineering, to Clover EU LLC. Rukshad Davar was the lead partner on the transaction.

Mallesons Stephen Jaques has acted for Securus Data Property Fund Pte Ltd, the world’s first Shariah-compliant data centre fund jointly managed by Keppel Data Centre Investment Management Pte Ltd and AEP Investment Management Pte Ltd, in respect of its acquisition of a data centre facility in Gore Hill, Sydney, Australia. The data centre facility will be owned, managed and operated by a joint venture between Securus and Keppel Telecommunications and Transportation Ltd. John Sullivan led the transaction.

Maples and Calder has advised Cape Asset Management Ltd (CAM) as to Cayman Islands law in respect of the establishment of Cape Asia China Opportunity Fund, a Cayman Islands unit trust. The investment objective of the fund is to maximise capital gains by investing in Asian equities, offering investors exposure to the growth potential offered by Asian businesses. CAM is a Hong Kong based investment manager and is a subsidiary of The Seven International, an investment holding company incorporated in Labuan, Malaysia and the holding company of The Seven Group. Partner Spencer Privett led the transaction whilst Deacons, led by partner Karen Kaur, acted as lead counsel advising on Hong Kong and international laws.

Mayer Brown has acted for Yihai Capital Partners Ltd (YCP), a specialised real estate investment and asset management company wholly owned by Yihai Group (Holdings) Ltd, in respect of the first closing for its Yihai China Community Development Fund I LP. Yihai Group (Holdings) Ltd is a privately held group that has been active in China since 1990 and has been operating schools in China since 1998. The fund is a real estate development fund that will invest in mid-market residential development opportunities anchored by educational facilities in China. The fund’s target size is US$250 million and was marketed globally by Citi Private Bank as placement agent. Partners Phill Smith and Yong Ren led the transaction.

Nishith Desai Associates has acted as Indian legal and tax counsel for Canaan VIII Mauritius (Canaan) in respect of its investment, along with certain other investors, into Happiest Minds Technologies Private Ltd, a Bangalore based company engaged in developing, selling and marketing, software, solutions, services and technologies.

Paul Hastings has advised Korea-based Dong-A Pharmaceutical Co Ltd (Dong-A) in respect of its long-term strategic collaboration partnership regarding biosimilars with Japan-based Meiji Seika Pharma Co Ltd (Meiji). As part of the partnership, Dong-A and Meiji will establish a joint venture company and construct a cGMP-compliant biosimilar construction plant in Songdo, South Korea to target the global markets with antibody based drugs, including Herceptin. Dong-A and Meiji will also collaborate on the research, development, manufacture and commercialization of biosimilar products in global markets. Partners Matthew Berger and Daniel Kim led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison is advising ChinaCast Education Corporations’ special committee of independent directors in respect of an unsolicited bid for the company made by a qualified institutional investor at a significant premium to the current market price of the company’s common stock. The special committee intends to proceed in a timely and orderly manner but has not set a definitive timetable for completion of its evaluation, and does not currently intend to announce developments, unless and until a definitive transaction or strategic option has been approved.

Shook Lin & Bok’s Singapore office has acted for First Real Estate Investment Trust in respect of the US$13 million acquisition of Sarang Hospital in Yeosu City, Jeonranam-Do, South Korea. Partner Wong Gang led the transaction.

Slaughter and May Hong Kong is acting as Hong Kong legal adviser to the joint global coordinators, composed of China International Capital Corporation Hong Kong Securities Ltd (CICC), UBS AG Hong Kong Branch, Goldman Sachs (Asia) LLC, and other underwriters in respect of the US$1.9 billion global offering and listing of H and A shares of New China Life Insurance Company Ltd (NCI) on the HKSE and Shanghai Stock Exchange. The listing was announced on 2 December 2011 and NCI is expected to list on the HKSE on 15 December 2011. Partner Benita Yu led the transaction.

Vinson & Elkins and Cleary Gottlieb Steen & Hamilton are acting as joint counsel to the Ministry of Oil of the Republic of Iraq in respect of the Basrah Gas Company project, a joint venture between South Gas Company (an Oil Ministry affiliate) and affiliates of Royal Dutch Shell PLC and Mitsubishi Corporation. The transaction agreements were signed on 27 November 2011.
The 25-year project aims to develop midstream and downstream gas infrastructure to gather and process the natural gas produced at three giant oil fields near Basrah. Under the agreements, the parties will create a new company, Basrah Gas Company (BGC), in which South Gas Company will hold a 51 per cent interest, Shell 44 per cent, and Mitsubishi 5 per cent. BGC will process associated gas from the three fields to satisfy domestic consumption requirements and will also have the right to pursue a Liquefied Natural Gas (LNG) or other gas export project for any remaining gas. The residual dry natural gas will be used in Iraq, primarily to produce electric power. The total investment requirement for this project is currently estimated at US$17 billion. Partner Ayman Khaleq is leading the transaction for Vinson & Elkins whilst the Cleary Gottlieb team includes partners Andrew Bernstein and Gamal Abouali.

WongPartnership has acted for Singapore Press Holdings Ltd in respect of its acquisition of the entire issued share capital of ACP Magazines Pte Ltd through its wholly-owned subsidiary SPH Magazines Pte Ltd. Partners Karen Wee, Lam Chung Nian, Jeffrey Lim and Ameera Ashraf acted on the matter.

WongPartnership has also acted for Pan-United Corporation Ltd, through its wholly-owned subsidiary Pan-United Industries Pte Ltd (PU Industries) in respect of a joint venture with Itochu Corporation, Itochu Singapore Pte Ltd and Ube Industries Ltd to establish JV company Raffles Cement Pte Ltd for the development, construction and operations of cement terminals in Jurong Port. Under the JV agreement, PU Industries will take up a 49 per cent stake in Raffles Cement Pte Ltd. Partners Annabelle Yip and Vivien Yui acted on the matter.

Deals – 8 December 2011

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Allen & Gledhill has advised Standard Chartered Bank and DBS Bank Ltd as dealer in respect of a US$2 billion Euro-Medium Term Note Programme of Ascott REIT MTN (Euro) Pte Ltd (Ascot), a wholly-owned subsidiary of DBS Trustee Ltd (in its capacity as trustee of the Ascott Residence Trust). Ascot may from time to time issue notes to be guaranteed unconditionally and irrevocably guaranteed by DBS Trustee Ltd. Standard Chartered Bank has also been appointed as arranger for the programme. Partner Tan Tze Gay led the transaction.

Allen & Gledhill has advised Mapletree Industrial Trust in respect of its acquisition of a portfolio of industrial properties for over S$400 million (US$311m) from JTC Corporation (JTC) under a JTC divestment exercise by way of tender. The properties comprised five industrial estates with approximately 450 tenancies. Partners Ho Kin San, Ernest Teo and Kok Chee Wai led the transaction

AZB & Partners has advised International Finance Corporation in respect of its acquisition of approximately 11 per cent of equity shares for a total amount of INR1.35 billion (US$ 27.36m) in Bandhan Financial Services Private Ltd, a non-deposit taking NBFC incorporated under the laws of India. Partner Gautam Saha led the transaction which was completed on 30 August 2011.

Baker & McKenzie has advised Gulf JP NS Company Ltd (Gulf JP) in respect of its US$1.185 billion financing of the Nong Saeng Independent Power Producer (IPP) project in Thailand. The loan was financed by Japan Bank for International Cooperation, Asian Development Bank, Mizuho Corporate Bank Ltd, The Siam Commercial Bank Public Company Ltd and KASIKORNBANK Public Company Ltd. This project was awarded through bidding in 2007 under the Thai government’s electric power development plan. The project entails the construction of a 1,600-megawatt gas combined cycle thermal power plant in Nong Saeng, and 25 years of electricity sale to the Electricity Generating Authority of Thailand (EGAT). Partners James Huang, Chew Chin, Komkrit Kietduriyakul and Viroj Piyawattanametha led the transaction.

Clifford Chance has advised on two key real estate investment trust offerings led by partner Joan Janssen in the last month. The firm advised the joint global coordinators and joint book-runners in respect of Malaysia’s Pavilion REIT IPO which raised US$228 million. Part-owned by the Qatar Investment Authority, Pavilion REIT is one of the largest retail focused REIT listed on the Malaysian stock exchange and owner of the landmark Pavilion Kuala Lumpur Mall.

Clifford Chance is also advising CapitaMalls Malaysia REIT Management Sdn Bhd, as manager of CapitaMalls Malaysia Trust (CMMT), in respect of the sale of the approximately 262 million units of CMMT valued at US$104.77 million. The placement, which priced on 28 October 2011, was the first Asian offering of size to complete in three months.

Fried, Frank, Harris, Shriver & Jacobson has advised Coach Inc, an American marketer of fine accessories and gifts for women and men, in respect of the listing by way of introduction of its depositary receipts on the HKSE. The deal makes Coach the first company incorporated in the United States to list in Hong Kong. No additional common stock was issued nor capital raised through this listing. The primary listing for the company will continue to be the NYSE. Partners Victoria Lloyd and Joshua Wechsler led the transaction. Paul Hastings, led by partner Scott Saks, represented JP Morgan, as the sole sponsor and the depositary bank.

Fried, Frank, Harris, Shriver & Jacobson has also advised Bank of America Merrill Lynch, as sole global coordinator, sole book-runner, sole lead manager and sole sponsor, in respect of Sitoy Group Holdings Ltd’s global offering of 249.6 million ordinary shares and the related listing on the HKSE. The offering raised approximately US$94.6m. The deal comprised the sale of 24.96 million Hong Kong offer shares and 224.64 million international placing shares. Sitoy Group is a large-scale outsourced manufacturer of luxury handbags and small leather goods. Partners Victoria Lloyd and Joshua Coleman led the transaction.

Gide Loyrette Nouel has advised Air Liquide, a world leader in gases for industry, health and the environment, in respect of the establishment of a joint venture with Sinopec (China Petroleum and Chemical Corporation), one of Asia’s largest petroleum and petrochemical groups. The JV has been established to facilitate the supply of gaseous oxygen and nitrogen by Air Liquide to Sinopec’s branch in Maoming, Guangdong, China (MPCC). Air Liquide and Sinopec have entered into a 50/50 JV which will build, own and operate a new air separation unit (ASU), as well as MPCC’s existing ASUs. The new ASU, built using Air Liquide’s latest technology, will have a capacity of 3,000 tonnes of oxygen per day. Expected to be commenced in 2013, this will be the largest ASU to be built in China and will also be able to produce liquid oxygen, nitrogen and argon. The global investment of this joint venture will be approximately €85 million (US$114m). Partners Antoine de la Gatinais and David Boitout led the transaction.

J Sagar Associates has advised the Waste Management Group (WM), North America’s leading provider of integrated environmental solutions, in respect of the acquisition of the assets and employees of Sky Logistics Private Ltd (Slogistics) by WM’s Indian subsidiary. The US-based WM entity acquired the assets and certain key employees from the Institute of Information Technology, Inc, Slogistics’ US-based sister company. Partner Vivek K Chandy led the transaction whilst partner Jess Frey from Gardere Wynne Sewell advised on the US leg of the transaction.

J Sagar Associates has also advised the COMPAREX Group, one of the world’s leading software and technology services companies which operates in 28 countries worldwide, in respect of the acquisition of a majority ownership in IRIS Unified Technology Private Ltd (IRIS) resulting in a joint venture with the Indian shareholders of IRIS which continue to hold minority ownership in IRIS. Partner Sandeep Mehta led the transaction.

Khaitan & Co has advised Olam International Ltd (Olam) in respect of the acquisition of bulk spices and private label assets and businesses in India, Vietnam and US of Vallabhadas Kanji Ltd by Olam Agro Ltd for US$18 million. Olam is a global leader in the supply chain management of agricultural products and food ingredients. Partner Anand Mehta and executive director Dinesh Kumar Agrawal advised on the matter.

Khaitan & Co has also advised Red Gate Software Ltd (Red Gate) in respect of the acquisition of Cerebrata Software Private Ltd. Red Gate is a software company based in Cambridge, UK. It primarily provides tools for database developers and administrators. In addition, through its Simple Talk Publishing subsidiary, it maintains community websites such as SQL Server Central and Simple Talk. Partner Rabindra Jhunjhunwala advised on the transaction.

Kim & Chang has advised Doosan Heavy Industries & Construction Co Ltd and its indirect wholly-owned subsidiary Doosan Power Systems (DPS) in respect of DPS’s acquisition of a 99.04 per cent stake in AE&E Lentjes GmbH from the insolvency administrator of AE&E Deutschland GmbH. The transaction marks the second acquisition by DPS from the now insolvent Austrian industrial group, A-Tec Industries AG, following the acquisition in January 2011 of AE&E Chennai Works Private Ltd (now known as AE&E Chennai Works Private Ltd). SY Park, Nicolai Nahrgang and Joon B Kim led the transaction which was completed on 24 November 2011.

Kim & Chang has also acted as Korean counsel to Softbank Telecom in respect of the formation of kt-SB data service, a joint venture with Korean telecommunication service provider KT. KT has a 51 per cent stake in the JV whilst Softbank Telecom holds the remaining 49 per cent. The JV plans to set up a data centre in Gimhae, Korea to operate servers for Japanese companies. CW Sohng, KY Lee and WS Cho led the transaction.

Loeb & Loeb has advised China Century Dragon Media Inc (CCDM), a US-based public company resident in China, in respect of a shareholder class action claiming that CCDM reported falsely inflated revenues to the SEC. The US District Court for the Central District of California dismissed the suit on 30 November 2011. The decision represents a legal bellwether for numerous US-listed Chinese companies facing unsubstantiated fraud allegations which stemmed from short seller attacks directed at the sector in recent months. The ruling made a strong statement about a plaintiff’s obligation to plead with specificity, which brings into question a number of similar claims filed against US-listed Chinese companies based on information disseminated by investors who hold a short position on the company’s stock. Eugene R Licker, Laura M Vasey, Robert Catalano, W Allan Edmiston and Martin Fojas led the transaction.

Majmudar & Co has represented CIGNA International Corporation, the largest healthcare insurer and services provider in the US, in respect of establishing its insurance joint venture in India with TTK, a leading business group in South India. The transaction structure was very complex, as insurance is a regulated sector in India. The transaction was handled by partners Akil Hirani and Rukshad Davar.

Mallesons Stephen Jaques has acted for Pola Orbis Holdings, a listed Japan-based cosmetics/ pharmaceuticals company, in respect of its share purchase agreement to acquire Australia-based skincare products company Jurlique International. Pola expects to pay approximately A$300 million (US$307.6m) in cash for all outstanding shares of Jurlique, after the repayment of certain company indebtedness and costs. The acquisition will be financed by internally available funds. Partners Jim Boynton and Dave Friedlander led the transaction. Simpson Thacher & Bartlett acted for Pola whilst Latham & Watkins and Minter Ellison acted for the shareholders.

Maples and Calder has acted as Cayman Islands counsel to RENHENG Enterprise Holdings Ltd (RENHENG), a company involved in tobacco machinery products in the PRC, in respect of its placing of 50 million shares of HK$1.30 (US$0.167) each in the capital of the company and listing on the Growth Enterprise Market of the HKSE expected to raise HK$60 million (US$7.72m). Shengyin Wanguo Capital (HK) Ltd was the lead sponsor and lead manager. Partner Christine Chang led the transaction whilst Louis KY Pau & Company, led by Louis Kin Yuen Pau and Sharon Wai Kam Ngan, acted as the instructing onshore counsel. Ernest Chung and Winnie Chau of LI & Partners represented the sponsor.

Maples and Calder has also acted as Cayman Islands counsel for Baoxin Auto Group Ltd (Baoxin), a Cayman Islands company, in respect of its IPO and listing on the HKSE. Baoxin is expecting to raise approximately HK$4.1 billion (US$527.3m) by offering 379.32 million shares in the global offering. The proceeds will be used for acquisition and expansion purposes. Partner Barry Mitchell led the transaction. Cleary Gottlieb Steen & Hamilton acted as Hong Kong and US counsel. Jingtian & Gongcheng acted as PRC counsel whilst Clifford Chance and Jun He Law Office advised the underwriters composed of Morgan Stanley, JP Morgan and CMB International.

Mayer Brown JSM has advised HSBC, Deutsche Bank, Goldman Sachs and JP Morgan in respect of the HK$3.3 billion (US$424,4m) loan facility provided to Chow Tai Fook Jewellery Company Ltd (CTF HK) for the purpose of financing the pre-IPO dividend payment to its controlling shareholder, Chow Tai Fook (Holding) Ltd. The parent company of CTF HK, Chow Tai Fook Jewellery Company Ltd, is expected to float on the HKSE in mid-December 2011 and aims to raise around HK$22 billion (US$2.8b), making it the biggest share listing in Hong Kong this year. Partner Francis Chen led the transaction.

O’Melveny & Myers has represented Changyou.com Ltd, an online game developer and operator in China, in respect of its proposed US$162.5 million acquisition of game information portal 17173.com from Sohu.com Inc, an online media, search, gaming, community and mobile services group in China. The parties have entered into definitive agreements and the transaction is expected to close this month. Partners David Roberts and Paul Scrivano led the transaction.

Paul Hastings has advised Publicis Groupe, the third largest advertising and communications group in the world, in respect of its acquisition of Beijing-headquartered Gomye, a full service digital agency providing integrated and interactive marketing services. Through the acquisition, Gomye will become part of the Publicis Modem brand. Partners David Wang and Lesli Ligorner led the transaction.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel to the Bank of New York Mellon in respect of the issuance by an independent upstream oil and gas company, KrisEnergy Holding Company Ltd, of US$85 million 10.5 per cent senior guaranteed secured bonds due 2016. The deal is believed to be one of the first Singapore-law governed high-yield secured international bond offerings and involved a complex multi-jurisdictional security package shared between the bondholders and a syndicate of banks. Partner Pok Eu Jin led the transaction.

Walkers has acted as Cayman Islands counsel to Nasdaq-listed Melco Crown Entertainment Ltd, a subsidiary of Melco International Development, in respect of its listing by introduction on the HKSE. The shares started trading on 7 December 2011. Partner Denise Wong led the transaction whilst Shearman & Sterling acted as Hong Kong and US counsel and Manuela Antonio acted as Macau counsel. Skadden, Arps, Slate, Meagher & Flom acted as joint sponsors’ Hong Kong and US counsel whilst Henrique Saldanha A&N acted as Macau counsel.

WongPartnership has acted for Asahi Group Holdings Ltd in respect of its RM820 million (US$129m) acquisition of Permanis Sdn Bhd, PepsiCo Inc’s bottler in Malaysia and Malaysia’s second largest soft drink maker by sales volume. Partners Ng Wai King, Andrew Ang and Tay Liam Kheng acted on the matter.

WongPartnership has also acted for Taiyo Nippon Sanso Singapore Pte Ltd (Taiyo Singapore), a wholly-owned subsidiary of Taiyo Nippon Sanso Corporation (Taiyo Corp), in respect of its exit offer to acquire all the issued ordinary shares in the capital of Leeden Ltd other than those held, directly or indirectly by Taiyo Singapore and those held by Leeden as treasury shares in relation to the voluntary de-listing of Leeden from the SGX, The firm also acted for Leeden in respect of its voluntary de-listing from the SGX in connection with the exit offer by Taiyo Singapore to acquire all the issued ordinary shares in the capital of Leeden other than those held, directly or indirectly by Taiyo Singapore and those held by Leeden as treasury shares. Partners Mark Choy and Dawn Law acted on the matter.

Deals – 1 December 2011

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Allen and Gledhill has advised the lenders (composed of DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, United Overseas Bank Ltd, Citibank NA Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, CIMB Bank Berhad Singapore Branch and Deutsche Bank AG Singapore Branch) in respect of a facility agreement with Festival Walk (2011) Ltd, a subsidiary of Mapletree Investments Pte Ltd incorporated in Hong Kong. Under the agreement, the lenders have agreed to grant an approximately HK$11.6 billion (US$1.5b) facility to finance the acquisition of Festival Walk, Hong Kong from Swire Properties Ltd. The agreed value of the property is HK$18.8 billion (US$2.4b). Partner Kok Chee Wai led the transaction.

Allen and Gledhill has advised Aviva Investors Asia Pte Ltd in respect of conditional agreements entered into by its two subsidiary companies for the sale of One Phillip Street and Commerce Point to two companies in the Royal Group for approximately S$283 million (US$220.3m). The completion of the sale of One Phillip Street is conditional upon the completion of the sale of Commerce Point. Partner Ho Kin San led the transaction.

Allens Arthur Robinson has acted on a pro bono basis for not-for-profit organisation Viscopy in respect of an agreement that will see two of Australia’s prominent rights management agencies foster increased payments and better rights management for visual artists. Viscopy represents more than 8,000 Australian and New Zealand artists, as well as more than 40,000 international artists. Under the agreement, fellow rights manager Copyright Agency Ltd will provide back-office services to Viscopy to ensure that artists receive additional income and reduced administrative fees. Partner Marcus Clark led the transaction which was announced on 24 November 2011. Banki Haddock Fiora acted for Copyright Agency Ltd.

Appleby has acted as Cayman counsel for Jin Bao Bao Holdings Ltd, China’s third largest commercial plastic packaging manufacturer, in respect of its listing on the main board of the HKSE on 18 November 2011. Approximately 87.5 per cent of the net proceeds from the listing will be used for the establishment of a factory in Wuhu City with an annual manufacturing capacity of approximately 5,000 tonnes of packaging products and structural components. The rest will be used for repayment of bank loan, and as general working capital and other general corporate purposes. Cinda International Capital Ltd was the sole sponsor of the listing. Partner Judy Lee led the transaction whilst Loong & Yeung and Shu Jin Law Firm acted as Hong Kong and PRC counsels, respectively. DS Cheung & Co Solicitors and Deheng Law Firm acted as Hong Kong and PRC counsels, respectively, for the sponsor and underwriters.

Clifford Chance has advised two HKSE listed entities on convertible bond transactions closing within the last month. Partner Connie Heng led both transactions.
• The first was advising The United Laboratories International Holdings Ltd in respect of its issue of CNY790 million (US$123.8m) US$ settled 7.5 per cent convertible bonds due 2016, with an additional CNY200 million (US$31.3m) upsize option, listed on the SGX. The Hong Kong and Shanghai Banking Corporation Ltd was appointed as the lead manager.
• The second was advising Daiwa Capital Markets Hong Kong Ltd as lead manager in respect of the convertible bond issue by REXLot Holdings Ltd of HK$886.9 million (US$114m) 6 per cent convertible bonds due 2016 listed on the SGX.

Conyers Dill & Pearman has advised BNP Paribas and HSBC as the lenders in respect of a US$50 million loan facility for TSX-listed oil extraction company Sea Dragon Energy Inc. The deal, which closed on 23 September 2011, represents the first Middle East oil and gas financing to close since the Arab Spring. The 5-year senior secured loan will be used to further develop Sea Dragon’s two petroleum concessions in Egypt. Veronica Strande and Martin Lane advised on Bermuda law aspects of the transaction. Other firms advising on the transaction include Wragge & Co in London, Hogan Lovells in Amsterdam, Blakes in Canada and Helmy and Hamza & Partners in Egypt.

Davis Polk is advising Nasdaq-listed Shanda Interactive Entertainment Ltd (Shanda) in respect of a transaction which will result in its being taken private by Premium Lead Company Ltd, a company jointly owned by Shanda chairman of the board, CEO and president Tianqiao Chen, his wife non-executive director Qian Qian Chrissy Luo and his brother COO and director Danian Chen (Buyer Group). In connection with the transaction, each of Shanda’s ordinary shares will be converted into the right to receive US$20.675 in cash per ordinary share without interest, except for shares held by the Buyer Group. The transaction is expected to close before the end of the first quarter of 2012 and is subject to customary closing conditions, including approval by Shanda’s shareholders. The transaction values Shanda’s equity at approximately US$2.3 billion on a fully diluted basis. Partners James C Lin and Mark J Lehmkuhler led the transaction. Weil, Gotshal & Manges is advising the special committee of Shanda’s board of directors whilst Shearman & Sterling, led by partners Ling Huang and Gregory Puff, is representing Premium Lead Company Ltd and its direct wholly-owned subsidiary New Era Investment Holding Ltd.

Gide Loyrette Nouel (GLN) and Veil Jourde have advised French luxury group Balmain SA and Balmain Asia Ltd (Balmain) in respect of the establishment of two joint ventures n Hong Kong with HKSE listed Stella International Holdings Ltd (Stella) for the distribution and sale of “PIERRE BALMAIN” brand footwear and other products in Hong Kong, PRC and other countries. Balmain offers a range of designer ready-to-wear clothing, footwear and accessories whilst Stella specialises in the development and manufacture of designer footwear. GLN was led by partner Rebecca Silli, who worked in close cooperation with a Veil Jourde team in Paris led by partner François de Navailles.

J Sagar Associates has advised Japan’s Sanyo Special Steel Co in respect of its INR187 crore (US$37m) investment, together with Mitsui & Co, in the steel business of Mumbai-based Mahindra Ugine Steel Company Ltd (Musco). In a two-tiered transaction, Musco will first hive off its steel business to a wholly owned subsidiary via a slump sale. Thereafter, Sanyo and Mitsui will subscribe to 29 per cent and 20 per cent, respectively, of the shares of the wholly owned subsidiary. Sanyo’s investment for its stake in the wholly owned subsidiary will be INR111 crore (US$22m) whilst Mitsui’s will be INR76 crore (US$15m), thus making Musco the majority shareholder of the wholly owned JV company. Musco is expected to drive general management of the JV company while Sanyo will provide technical assistance and Mitsui will support the marketing function. Partners Akshay Chudasama, Manisha Kumar and Ashoo Gupta led the transaction whilst Herbert Smith’s Tokyo office acted as International legal advisors. AZB & Partners, led by partner Aditya Vikram Bhat, advised Mitsui whilst Clifford Chance’s Tokyo office acted as International legal counsel. Khaitan & Co, led by partner Vaishali Sharma, advised Musco.

Khaitan & Co has advised YES Bank Ltd in respect of a phased arrangement between YES Bank and Prizm Payment Services Ltd (Prizm) for outsourcing of ATM services. In the initial arrangement, YES Bank engaged Prizm for managing and providing services for its existing 300 odd ATMs in the country. Subsequently, YES Bank entered into another agreement with Prizm to help YES Bank in expanding its ATM network to over 2,000 ATMs across the country by March 2015. The nature of services contemplated to be provided by Prizm under the two agreements includes establishment and operation of YES Bank ATMs involving a wide gamut of services such as cash replenishment, hardware and software maintenance, appointment of sub-contractors etc. Partners Sudip Mullick and Shishir Mehta advised on the transaction.

Khaitan & Co has advised NMDC Ltd in respect of its first overseas foray whereby it acquired 50 per cent stake in ASX listed Legacy Iron Ore Ltd for approximately US$18.41 million. Incorporated in 1958 as a Government of India fully owned public enterprise, NMDC is under the administrative control of the Ministry of Steel, Government of India. NMDC is India’s single largest iron ore producer and exporter and is one of India’s navratnas’ (a ‘prized’ corporation in India that has achieved special status in terms of finance and autonomy.) Partners Amitabh Sharma and Nishant Singh advised on the transaction.

Kim & Chang has acted as Korean counsel to Teijin Ltd in respect of the formation of Teijin CNF Korea Co Ltd, a joint venture with CNF Co Ltd, a Korean manufacturer of optical film for LCDs. Teijin CNF Korea will manufacture lithium-ion battery separators. Ki-Tae Kim and Won-Seok Cho led the transaction.

Kim & Chang has advised individual shareholders in respect of the sale to SK E&S Co Ltd (SK E&S) of their shares representing 26.7 per cent of the total shares of Daehan City Gas Co Ltd, an affiliate of SK E&S that supplies city gas in Seoul and its surrounding metropolitan area. As a result of the transaction, Daehan City Gas acquired full management control of Daehan City Gas. In exchange for their shares in Daehan City Gas, the individual shareholders acquired shares of Choongnam City Gas Co Ltd, which mainly supplies city gas in the Daejeon area, plus cash consideration from SK E&S. SY Park and TG Roh led the transaction which was completed on 15 November 2011.

Majmudar & Co has acted as Indian counsel for Axis Bank Ltd DIFC Branch in respect of an external commercial borrowing transaction in which the bank extended a term loan of US$11 million to Jaihind Projects Ltd for part financing of a 5MW solar photovoltaic-based power plant to be set up at Chadiyana Village, Patan, Gujarat, India. The transaction was led by partner Akil Hirani.

Maples and Calder has acted as BVI counsel for BVI company Grand Concord International Holdings Ltd (Grand Concord) in respect of its IPO and listing on the HKSE on 24 November 2011. Grand Concord, a functional fabric and innerwear manufacturer and supplier of fabrics for major apparel and lingerie brands, is expecting to raise approximately HK$80 million (US$10.3m) by the offer of 100 million shares comprising 10 million shares offered to the public in Hong Kong and 90 million shares by way of placing. Partner Greg Knowles led the transaction whilst Pang & Co, in association with Salans, acted as Hong Kong legal advisers. Minter Ellison advised the sponsor, Celestial Capital Ltd.

Rajah & Tann has advised SMB United Ltd in respect of the unsolicited bid by Profit Sea Holdings Ltd (Profit Seas), a subsidiary of Boer Power Holdings Ltd (Boer Power). On 31 October 2011, Profit Seas announced its intention to make a voluntary conditional cash offer for all the issued and fully paid-up ordinary shares in SMB, other than those already owned, controlled or agreed to be acquired by Profit Seas. Total consideration for the offer is approximately S$164.2 million (US$127.7m), based on the maximum potential issued shares in SMB. Partners Goh Kian Hwee, Serene Yeo, Lawrence Tan, Cynthia Goh and Soh Chai Lih are advising on the transaction which is still ongoing.

Rajah & Tann has advised SGX-ST listed CapitaMalls Asia Ltd (CMA), via CMA China III Pte Ltd and Reknown City Holdings Ltd, in respect of its US$270 million subscription for an aggregate effective equity interest of 25 per cent in a company which successfully tendered for the Chao Tian Men site (a prime site for a landmark mixed development in Chongqing, China) at a tender price of RMB6.5 billion (US$1.02b). Partners Soon Choo Hock, Goh Kian Hwee and Cynthia Goh led the transaction which was announced on 29 November 2011 and is yet to be completed.

Shook Lin & Bok’s Singapore office has acted for First Real Estate Investment Trust (First REIT) in respect of the US$13 million acquisition of Sarang Hospital in Yeosu City, Jeonranam-Do, South Korea. First REIT is Singapore’s first listed healthcare real estate investment trust that invests in a diversified portfolio of income-producing real estate and/or real estate-related assets in Asia that are primarily used for healthcare purposes. Partner Wong Gang led the transaction.

WongPartnership has acted for TLS Beta Pte Ltd (subsidiary of Temasek Holdings (Private) Ltd), Quintiles Asia Pacific Commercial Holdings LLC and PharmaCo Investments Ltd (part of the Zuellig Group), in respect of their sale to A Menarini Srl, the world’s leading Italian pharmaceutical group, of the entire issued share capital of Invida Group Pte Ltd, one of the leading pharmaceutical companies currently operating in the Asia Pacific region. Partners Ng Wai King, Vivien Yui, Lam Chung Nian and Kenneth Leong acted on the matter.

WongPartnership has acted for the Singapore Medical Council in respect of the 16 charges against general practitioner Dr Tan Teck Hong for professional misconduct in relation to improperly prescribing benzodiazepines and mixtures containing codeine, which can lead to addiction if taken in excess. Partner Josphine Choo acted on the matter.

Deals – 24 November 2011

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Allen & Gledhill is advising Singapore Food Industries Pte Ltd (SFI) and Singapore Food Development Pte Ltd (SFD) in respect of a share sale and purchase agreement with Hain Frozen Foods UK Ltd for the sale of all the issued shares of S Daniels plc and International Cuisine Ltd held by SFI and SFD. Under the transaction, SFI and SFD will be paid £151 million (US$234m), subject to adjustments, plus potential additional deferred consideration of up to £13 million (US$20m) over the next two years. Partners Richard Young, Lee Kee Yeng and Tang Siau Yan are leading the transaction.

Allen & Gledhill has advised Julius Baer Group Ltd (JBG) in respect of its acquisition of the Asian private wealth business of Macquarie Group Ltd (Macquarie). JBG also entered into a strategic collaboration with Macquarie, under which JBG will refer clients’ investment banking transactions to Macquarie, and Macquarie will refer clients who require private banking services to JBG. Partners Tan Su May, Francis Mok and Sunit Chhabra led the transaction.

Allen & Overy has advised the US$ offshore lenders (comprising of Asian Development Bank, Japan Bank for International Cooperation and Mizuho Corporate Bank Ltd) and THB onshore lenders (consisting of KASIKORNBANK Public Company Ltd and The Siam Commercial Bank Public Company Ltd) in respect of the US$1.184 billion project financing of a 1,600-megawatt, combined-cycle natural-gas-fired power plant in Saraburi, Thailand. The deal marks the first large IPP project to reach financial close in Thailand since the 2008 global economic crisis. The project financing breaks new ground by bringing together Thai and international banks to perform roles traditionally performed by international banks in similar size and complexity. The total project cost is approximately US$1.6 billion with equity being invested from Gulf JP Company Ltd which is majority-owned by Electric Power Development Company Ltd, Japan’s largest wholesale power supplier. Financial close is scheduled to take place on 1 December 2011. Partner Adam Moncrieff led the transaction.

AZB & Partners has advised International Finance Corporation (IFC) and Tata Capital Ltd (TCL), a subsidiary of Tata Sons Ltd, in respect of IFC’s acquisition of 19.5 per cent and TCL’s acquisition of 80.5 per cent in Tata Cleantech Capital Ltd, a company which provides financing and advisory services in the areas of renewable energy, climate change, energy efficiency, water management and similar activities. Partner Gautam Saha led the transaction which was signed on 19 November 2011 and is yet to be completed.

AZB & Partners has also advised certain entities of the Murugappa group, including Carborundum Universal Ltd, in respect of the sale of 100 percent of their shares in Laserwords Private Ltd to SPi Technologies India Private Ltd for approximately US$22.64 million. Partners Darshika Kothari and Anind Thomas led the transaction which was signed on 20 October 2011 and completed on 4 November 2011.

Clifford Chance has advised NWS Holdings and New World Development in respect of the signing of a sale and purchase agreement on the acquisition of 75 per cent of Widefaith Group Ltd, which has an indirect stake in the company engaged in the operation of the Hangzhou Ring Road. The deal represents the final part of a four stage acquisition, totalling an aggregate of 95 per cent effective interest in the Hangzhou Ring Road. This final stage of the acquisition is worth over US$400 million, taking the aggregate value of the deal to more than US$1 billion. Partner Cherry Chan led the transaction.

Conyers Dill & Pearman has advised Victor Soar Ltd in respect of its debut issue of bonds due 2014 on 10 November 2011. The bond is guaranteed by Tsinlien Group Company Ltd and raised CNY1.3 billion (US$203m) at 5.75 per cent. Citic Bank International, DBS Bank, Deutsche Bank, JPMorgan, Standard Chartered Bank, UBS, Wing Lung Bank and Goldman Sachs International are joint bookrunners and joint lead managers. Anna Chong led the transaction whilst Mayer Brown JSM provided Hong Kong law advice to Tsinlien Group Company Ltd and Victor Soar. Linklaters and Jingtian & Gongcheng advised the joint lead managers and the trustee on Hong Kong and PRC law, respectively.

Khaitan & Co has advised Mahindra Ugine Steel Company Ltd (MUSCO) in respect of the slump sale of its steel business into its new 100 per cent owned subsidiary. Sanyo Special Steel Co Ltd (Sanyo) and Mitsui & Co Ltd (Mitsui) will invest in the JV company. Post consummation of the transaction, Musco, Sanyo and Mitsui will hold 51 per cent, 29 per cent and 20 per cent equity stake, respectively, in the JV company. Partner Vaishali Sharma advised the client on the transaction.

Khaitan & Co has also advised GTCR in respect of the Indian leg of the transaction involving purchase of intellectual property of Exploretrip website from Metaminds Software Solutions Ltd India and on the acquisition of ExploreTrip Inc US. The firm also advised GTCR on the Indian leg of the transaction involving the acquisition of SkyLink US, SkyLink Canada, Touram IT Private Ltd India and SkyLink Airline Ticket Centre Private Ltd India. Partners Aakash Choubey and Sanjay Sanghvi and executive director Dinesh Kumar Agrawal advised the client on the transaction.

KhattarWong is acting as Singapore counsel for PT Borneo Lumbung Energi & Metal (Borneo) in respect of its US$1 billion proposed acquisition of approximately 23.8 per cent stake in Bumi Plc (Bumi), a leading natural resources company listed on the LSE, from PT Bakrie & Brothers Tbk (Bakrie) and Long Haul Holdings Ltd. The transaction by way of a sale and purchase agreement values Bumi’s shares at approximately ₤10.91 (US$17) each at announcement date, a premium of approximately 46 per cent to the closing price of Bumi’s shares on the LSE on 31 October 2011. The acquisition was announced on 1 November 2011 and, subject to relevant approvals being obtained, is expected to complete in December 2011. Partner Perry Yuen led the transaction.

Mallesons Stephen Jaques has advised global private hospital operator Ramsay Health Care (Ramsay) in respect of a new A$2 Billion (US$1.94b) debt facility with a syndicate of banks led by ANZ, NAB and Westpac. The new debt facility is unsecured and consists of three year and five year tranches of A$, Sterling and Euro currencies. Ramsay’s existing debt facility, which matures in November 2012, will remain in place until the first draw down is made under the new debt facility to refinance the existing facility. Ramsay may make the first drawn down on or prior to 1 May 2012. The terms of the 3-year and 5-year tranches will commence from the date of the first draw down. Partner Scott Gardiner led the transaction. Allens Arthur Robinson, led by partner Richard Gordon, advised the syndicate of banks.

Mallesons Stephen Jaques has also acted for Credit Suisse as the underwriter in respect of Bluescope Steel’s A$600 million (US$581.4m) capital raising. The raising is being done through a four-for-five rights issue and has been priced at A$0.40 (US$0.39) a share. Partners David Friedlander and Meredith Paynter led the transaction. Blakes acted for Bluescope.

Norton Rose Group has advised the Republic of Indonesia in respect of its landmark international sukuk issuance. The US$1 billion issuance, which closed on 21 November 2011, was structured as a sukuk al ijara (sale and lease back) and has a maturity of seven years, with periodic distributions of four per cent per annum. The issuance was governed by English law and structured as a Shariah-compliant issuance. It was offered under Rule 144A and Regulation S of the US Securities Act to a broad range of investors based inside and outside the US. Partner Ji Liu led the transaction. Allen and Overy represented Citigroup, HSBC and Standard Chartered Bank as the joint bookrunners and joint lead managers.

O’Melveny & Myers is representing Global Education & Technology Group Ltd, a leading provider of language training, educational courses and test preparation services in China, in respect of its proposed sale to Pearson plc (Pearson), a global media and education company headquartered in London. The parties have entered into a definitive agreement and plan of merger pursuant to which Pearson (through a merger sub) would acquire all outstanding Global Education shares for approximately US$294 million. The transaction remains subject to approval by Global Education’s shareholders and is expected to be completed in the fourth quarter of 2011. The transaction, once completed, will be a landmark for China-based companies that have listed in the United States through a traditional underwritten IPO. Partners David Roberts and Paul Scrivano are leading the transaction.

Paul Hastings has represented Samsung Electronics Co Ltd, a global leader in technology innovation, in respect of the acquisition of Nexus Dx Inc, a provider of cardiac point-of-care testing solutions. Partner Deyan Spiridonov led the transaction. The firm is also advising Samsung on the US$1.375 billion sale of its hard disk drive (HDD) business to Seagate Technology.

Rajah & Tann has advised Imagine Properties Pte Ltd, a wholly-owned subsidiary of BreadTalk Group Ltd (BreadTalk), in respect of BreadTalk’s proposed investment in PRE 8 Investments Pte Ltd (PRE 8) which had entered into an agreement to acquire CHIJMES at a cash consideration of S$177 million (US$134.8m). BreadTalk’s investment is to be via the subscription of S$18 million (US$13.7m) in principal amount of secured fixed rate junior bonds to be issued by PRE 8 and the attached 72 redeemable preference shares in the capital of PRE 8. The junior bonds are to be secured by, inter alia, a mortgage over the property. The payments of principal and interest on the junior bonds will be subordinated to the payments of principal and interest on the external bank borrowings to be obtained by PRE 8. Partners Goh Kian Hwee and Cynthia Goh led the transaction which was announced on 4 November 2011 and is yet to be completed. Allen & Gledhill advised Perennial Real Estate Pte Ltd.

Shearman & Sterling is representing Huawei Technologies Co Ltd (Huawei) in respect of the acquisition of Symantec Corporation’s (Symantec) 49 per cent stake in Huawei Symantec Technologies Co Ltd (JVCO) for US$530 million. JVCO was established in 2008, with Symantec owning 49 per cent and Huawei owning 51 per cent. Upon closing, Huawei will have full ownership of JVCO. The transaction is expected to close in the first quarter of 2012. Huawei is a global ICT solutions provider whilst Symantec is a global player in providing security, storage and systems management solutions. Partner Ling Huang led the transaction.

Shook Lin & Bok’s Singapore office has acted for Asia Environment Holdings Ltd (AEH) in respect of the voluntary conditional offer by Ciena Enterprises Ltd to acquire AEH for approximately S$72.9 million (US$55.5m). Partners Wong Gang and Tan Wei Shyan led the transaction.

Stephenson Harwood is advising Indonesian airline Lion Air in respect of the largest ever airline order for 230 Boeing 737 aircraft (including Boeing’s new 737 MAX aircraft), valued at US$21.7 billion. The deal includes purchase option rights for another 150 aircrafts, which would bring the total value of the order to US$35 billion. The deal overtakes the previous aviation record set earlier this month, when Emirates placed an order for 50 X 777 Boeing aircraft worth US$18 billion. Global head of aviation Paul Ng 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 its going private merger with Premium Lead Company Ltd, which is jointly owned by Tainqiao Chen (chairman of the board, CEO and president of Shanda), his wife Qian Qian Chrissy Luo (a non-executive director of Shanda) and his brother Danian Chen (COO and a director of Shanda). The transaction was structured as a merger pursuant to which Premium Lead will acquire Shanda for US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. The deal marks one of the largest going private transactions of a Chinese business listed in the US. The transaction values 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 Navis Capital Partners in respect of a managed auctioned process regarding the sale of its stake in King’s Safetywear Ltd, an international manufacturer of industrial safety footwear headquartered in Singapore, to the selected bidder, Honeywell International Inc, a Fortune 100 company, for approximately S$430 million (US$327.7m). Partners Ng Wai King, Vivien Yui and Tay Liam Kheng acted on the matter.

WongPartnership has also acted for Tiger Airways Ltd in respect of its one-for-two rights issue to raise gross proceeds of approximately S$159 million (US$121.2m). Partners Gail Ong and Karen Yeoh acted on the matter.

Deals – 17 November 2011

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Aklea’s Shanghai office has advised Aromatech in respect of the incorporation of a joint venture company with Apple Flavor & Fragrance in Shanghai. The Aromatech Group is one of the leading French companies in the food flavoring business with a strong international presence, whilst Apple Flavor & Fragrance is one of the top ten food flavor companies in China. The JV, named Shanghai Apple Aromatech Flavors Technology Co Ltd, signifies a strategic partnership between a French company desiring to step into the Chinese market and a Chinese partner that wishes to build a durable and high-quality research and development service. The transaction was led by partner François Perruchot-Triboulet.

Allen & Gledhill has advised Suntec Real Estate Investment Trust and PRE8 Investments Pte Ltd, a consortium of investors including Perennial Real Estate Pte Ltd, in respect of their agreement for the sale and purchase of CHIJMES for S$177 million (US$136.7m) under a tender exercise. Partners Ho Kin San, Serena Choo, Margaret Soh and Fock Kah Yan led the transaction.

Allen & Gledhill has acted as Singapore law counsel for Singapore Airlines Ltd, Temasek Holdings (Private) Ltd and DBS Bank Ltd and Standard Chartered Securities (Singapore) Pte Ltd, as the joint managers and underwriters, in respect of the one-for-two renounceable rights issue of Tiger Airways Holdings Ltd to raise gross proceeds of approximately S$158.4 million (US$122.3m). In connection with the rights issue, Singapore Airlines and an indirect wholly-owned subsidiary of Temasek have provided irrevocable undertakings to subscribe and pay in full for, and/or procure the subscription and payment in full for, up to 90 per cent of the rights shares. Partners Leonard Ching, Shawn Chen, Andrew M Lim, Hilary Low, Lim Mei and Sharon Wee led the transaction.

Allens Arthur Robinson has advised the financiers of various Pacific equity partners (PEP) funds in respect of a deal that will see the PEP funds form a joint venture with Swedish personal hygiene product producer Svenska Cellulosa Aktiebolaget (SCA) to invest and develop SCA’s Australasian operations. SCA Hygiene Australasia (SCAHA), which employs about 1,500 people and has annual sales of about A$640 million (US$650.4m), is the producer of brands such as Sorbent, Purex and Libra. Under the deal, which was signed on 4 November 2011, the PEP funds and SCA will each hold a 50 per cent stake in SCAHA. The acquisition is expected to be completed by February 2012, subject to regulatory approval. Partner Mark Kidston led the transaction. Freehills and Clayton Utz advised PEP whilst Minter Ellison advised SCA.

Allens Arthur Robinson has advised oil and gas production and exploration company Solimar Energy Ltd in respect of its listing on the Canadian TSX Venture Exchange (TSXV), its completed capital raising and on the reparation of its debt. The deal, which led to Solimar’s first appearance on the TSXV on 14 November 2011, establishes the company as one of the few with dual listings on the ASX and TSXV. The listings will allow the Melbourne-based company to expand its global investor base and strengthen access to the North American capital markets. Partner Mark Malinas led the transaction whilst Davis acted as Canadian counsel. Jones Day and Macleod Dixon acted as Australian and Canadian counsel, respectively, for the underwriter.

AZB & Partners is advising Mitsui & Co., Ltd (Mitsui) in respect of the approximately INR18.7 billion (US$42m) investment by Mitsui and Sanyo Special Steel Co into a wholly owned subsidiary of Musco, following the hive off by Musco of its steel division to such subsidiary. The deal was signed on 11 November 2011 and is yet to be completed. Partner Aditya Vikram Bhat is leading the transaction.

Baker & McKenzie has acted as lead counsel for Air China in respect of its purchase of a new Boeing 777-300ER aircraft which was financed by Export-Import Bank of the United States of America (Ex-Im Bank) through the issuance of a US$ guaranteed bond by a Delaware trust entity. The transaction is a milestone in China’s aircraft financing history, as it marked the first transaction where a Chinese airline was able to finance an aircraft supported by Ex-Im Bank without the guarantee from a Chinese bank or a sovereign undertaking from the Chinese government, which involved the issuance of a US$ guaranteed bond. BNP Paribas acted as the sole book-runner and structuring agent. Partners Harvey Lau, Brian Spires and Creighton Meland led the transaction.

Baker & McKenzie has also advised Parkson Retail Asia Pte Ltd (Parkson Retail) in respect of its global offering under Rule 144A and Regulation S, and its listing on the SGX. Parkson Retail, the retail business of Malaysia-based Parkson Holdings, is one of the largest department store operators in Southeast Asia. Net proceeds of S$158.9 million (US$123m) were raised from the offering. The company’s shares commenced trading on 3 November 2011. HSBC Singapore was the sole global coordinator and issue manager on the global offering. HSBC Singapore and CIMB Securities (Singapore) were the joint bookrunners and underwriters. Partners Ashok Lalwani, Lan Hing Liew, Munir Abdul Aziz, Mark Innis, Fred Burke and Oanh HK Nguyen led the transaction. WongPartnership, led by partners Gail Ong, Chong Hong Chiang and Karen Yeoh, acted for HSBC Singapore and CIMB Securities (Singapore).

Clayton Utz has advised Origin Energy Ltd in respect of its A$500 million (US$508m) offer of hybrid notes to be listed on the ASX. The transaction was announced to the market on 15 November 2011. Partner Stuart Byrne led the transaction. Mallesons Stephen Jaques, led by partners Ian Paterson and Shannon Finch, advised UBS, as sole arranger, and NAB, ANZ, CBA and Macquarie Bank as the additional joint lead managers.

Colin Ng & Partners has advised Breadtalk Group in respect of the acquisition by its own wholly owned subsidiary, Topwin Investment Holding Pte Ltd, of a 49 per cent stake in FR (Thailand) Co Ltd (FR Thailand). Following completion of the acquisition, FR Thailand will establish and operate food courts and food atriums in Thailand under the “Food Republic” trademark. Partner Kong Seh Ping led the transaction.

Colin Ng & Partners has acted for Equation Corp Ltd (Equation) in respect of the disposal of its entire 27.46 per cent controlling stake in Centillion Environment & Recycling Ltd (Centillion) to a new strategic investor, Asia Dynamic Pte Ltd, for S$6 million (US$4.6m). The deal was completed on 27 October 2011. The Centillion group of companies provides services for recycling and processing electronic components and products to extract ferrous and nonferrous metals and plastics. Upon completion of the disposal, Equation has ceased to be a shareholder of Centillion. Partner Gregory Chan led the transaction.

Eversheds’ Hong Kong office has advised New World China Land Ltd in respect of a rights issue to raise up to HK$4.3 billion (US$552.5m). New World China Land will issue up to 2.9 billion shares to raise long-term equity funding for refinancing the company’s existing borrowings and debts and to strengthen the company’s long-term capital base and enhance its financial resilience. Partner Stephen Mok led the transaction.

Freshfields Bruckhaus Deringer is advising Caterpillar Inc, the world’s largest maker of construction and mining equipment, in respect of its pre-conditional voluntary takeover offer for ERA Mining Machinery Ltd, an HKSE listed hydraulic roof support manufacturer of coal mining equipment. The proposed offer, which values ERA between HK$4.49 billion (US$578m) and HK$6.88 billion (US$885m) on a fully diluted basis, was announced on 11 November 2011 and is subject to the approval of China’s Ministry of Commerce. Partner Robert Ashworth led the transaction.

IndusLaw has represented Bangalore-based Soham Renewable Energy India Private Ltd in respect of SBI Macquarie Infrastructure Fund’s Rs125 crore (US$24.7m) investment in the company’s renewable platforms. The investment, which is a part of a total commitment of Rs375 crore (US$74m) for current and future projects, will also be utilised to acquire licenses along with partly-constructed and fully-commissioned projects. Debt is expected to be tied up from financial institutions such as State Bank of India, ICICI, Axis Bank, IDBI and Syndicate Bank, amongst others, some of which has already been sanctioned. Partner Srinivas Katta led the transaction.

Khaitan & Co has advised a consortium of banks led by Punjab National Bank in respect of an approximately US$56 million term loan facility for financing the Aerotropolis project of Bengal Aerotropolis Projects Ltd at Durgapur, West Bengal. Partner Upendra Joshi represented the consortium.

Khaitan & Co has advised Bajaj Hindusthan Ltd in respect of its approximately US$300 million rights issue of equity shares. Bajaj Hindusthan Ltd, a part of the Bajaj Group, is India’s number one sugar and ethanol manufacturing company headquartered at Mumbai (Maharashtra), India. Partner Nikhilesh Panchal advised the client.

Mallesons Stephen Jaques has acted as Australian counsel for Australia and New Zealand Banking Group Ltd (ANZ) and ANZ Capel Court Ltd in respect of the successful establishment of ANZ’s US$20 billion global covered bond programme and the inaugural forthcoming issue by ANZ of $US1.25 billion in covered bonds under the programme, which is the first ever issue of covered bonds to be priced and sold by an Australian bank. Partners Berkeley Cox and Ian Paterson led the transaction whilst Allen & Overy and Sullivan & Cromwell advised ANZ on English law and United States law, respectively. Blake Dawson acted for Perpetual as trustee and security trustee. Clifford Chance acted as advisers to Deutsche as the bond trustee and English law advisers to the arrangers and dealers ANZ, UBS and Citigroup, respectively. Sidley Austin acted as United States law advisers to the dealers.

Mallesons Stephen Jaques is also acting for MSF Sugar Ltd in respect of the off-market takeover bid by MSF’s major shareholder, Thai based Mitr Phol Sugar Corp Ltd. Following completion of its satisfactory due diligence investigations, Mitr Phol has announced that it intends to make an all cash offer for MSF at A$4.45 (US$4.51) per share, which values MSF at approximately A$313 million (US$317.4m). The board of MSF has indicated that it intends to recommend the offer to MSF shareholders, in the absence of a superior proposal and subject to an independent expert determining that the offer is fair and reasonable. Partner John Humphrey is leading the transaction whilst Greenhill Caliburn is also advising MSF. Baker & McKenzie is acting for Mitr Phol.

Maples and Calder has acted as Cayman Islands counsel for Cayman Islands company LifeTech Scientific Corporation (LifeTech) in respect of its IPO and placing of 125 million shares on the Growth Enterprise Market of the HKSE. Dealings in shares in LifeTech commenced on 10 November 2011. LifeTech is one of the leading developers, manufacturers and marketers of advanced minimally invasive interventional medical devices. The net proceeds from the share offer received by LifeTech is estimated to be approximately HK$154.1 million (US$19.8m). Partner Greg Knowles led the transaction whilst O’Melveny & Myers and Zhong Lun Law Firm acted as Hong Kong and PRC legal advisers, respectively. Minter Ellison acted as counsel to Piper Jaffray, the sponsor and underwriter.

Maples and Calder has also acted as Cayman Islands counsel to Mitsubishi UFJ Global Custody SA, the manager of MUAM Trust I, in respect of the launch of its first series trust named MUAM Japan Equity Income Fund. The investment objective of the series trust is to seek high income gain via dividends and medium- and long-term capital appreciation through investment in equities of Japanese companies which have a higher dividend yield than the market average. Total initial subscriptions were ¥2 billion (US$26m) by way of private offering. All service providers are within the Mitsubishi Group, apart from the trustee which is CIBC Bank and Trust Company (Cayman) Ltd. Senior associate Richard Grasby led the transaction.

Mayer Brown JSM has advised Tsinlien Group Company Ltd (Tsinlien) in respect of the issue of CNY1.3 billion (US$205m) 5.75 per cent guaranteed Renminbi-denominated bonds due 2014. In a deal arranged by DBS Bank Ltd, CITIC Bank International Ltd, Deutsche Bank AG, Goldman Sachs International, JP Morgan Securities (Asia Pacific) Ltd, Standard Chartered Bank (Hong Kong) Ltd, UBS AG Hong Kong Branch and Wing Lung Bank Ltd, the bonds were issued by a wholly-owned offshore subsidiary of Tsinlien, with Tsinlien providing a guarantee. The transaction was completed on 10 November 2011, and the bonds are listed on the SGX-ST. Partners Ben Sandstad and Jeckle Chiu led the transaction.

Rajah & Tann has advised Pickard Enterprises Ltd, Ember Vision Ltd and Marble Focus Ltd in respect of Pickard Enterprises’ exit offer to acquire all the issued ordinary shares in the capital of CentraLand Ltd, other than those already owned, controlled or agreed to be acquired by Pickard Enterprises and parties acting in concert with it, in connection with the proposed voluntary delisting of CentraLand from the SGX-ST. The exit offer is valued at approximately S$138.4 million (US$107m) and CentraLand is valued at S$738 million (US$572m). Closing date of the exit offer was 3 November 2011 whilst the date of CentraLand’s delisting was 11 November 2011. Partners Howard Cheam and Soh Chai Lih led the transaction whilst Conyers Dill & Pearman acted as special legal adviser on Bermuda and BVI laws. Wong & Leow advised CentraLand Ltd.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel for Libra Group Ltd, a mechanical and electrical engineering firm, in respect of its listing and placement of shares on the Catalist board of the SGX-ST to raise proceeds of approximately S$6.3 million (US$4.9m). Partner Gwendolyn Gn led the transaction.

Slaughter and May’s Hong Kong office has advised MTR Corporation and MTR Corporation (CI), as the issuers, in respect of the annual update of their US$3 billion debt issuance programme under which they have the ability to issue notes to be listed and traded on the HKSE and the LSE. This year’s update included amendments to the programme to enable the issuers to issue Renminbi-denominated “dim sum” bonds in Hong Kong. Partner Laurence Rudge led the transaction whilst Maples and Calder advised on the Cayman Islands aspect.

Walkers has acted as Cayman Islands counsel for Wole Inc in respect of a reverse triangular takeover of 56.com, a leading user generated content online video sharing site in China, by NYSE listed Renren Inc, the leading name in social networking (internet platform) in China, utilising the Cayman merger scheme under the Companies Law. Wole Inc was wholly acquired for US$80 million. Partner Denise Wong led the transaction.

WongPartnership has acted for Pacific International Lines (Private) Ltd (PIL) in respect of the proposed voluntary de-listing of Pacific Shipping Trust (PST) from the SGX, and the cash offer by PIL to acquire all the units of PST, other than those held, directly or indirectly, by PIL. Partners Ng Wai King, Andrew Ang and Quak Fi Ling acted on the matter.

Deals – 10 November 2011

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Ali Budiardjo, Nugroho, Reksodiputro has represented on a semi pro-bono arrangement The Nature Conservancy (TNC) in respect of the signing of the Second TFCA Debt-for-Nature Swap Agreement (TFCA II) on 29 September 2011 among the Government of the Republic of Indonesia (GRI), the Government of the United States of America (GUSA), the World Wild Life Fund for Nature-Indonesia (WWF) and TNC. TFCA II comprises two different agreements: (1) Second Agreement between GRI and GUSA regarding a Debt-For-Nature Swap with respect to certain debt owed by GRI to GUSA; and (2) Forest Conservation Agreement between GRI, TNC and WWF. Theodoor Bakker, Agus Ahadi Deradjat, Woody Pananto and Dinasti Brian Harahap advised on the matter.

Allen & Gledhill has acted as Singapore law counsel for CapitaMall Trust in respect of CapitaMall Trust Management Ltd’s private placement of approximately 139.7 million new units at S$1.79 (US$1.39) per unit, to raise gross proceeds of approximately S$250 million (US$193.5m). Partners Jerry Koh and Teh Hoe Yue led the transaction.

Allen & Gledhill has acted as Singapore counsel for CitySpring Infrastructure Management Pte Ltd, as trustee-manager of CitySpring Infrastructure Trust (CitySpring), in respect of CitySpring’s renounceable rights issue to raise gross proceeds of approximately S$210.2 million (US$162.7m). Under the rights issue, approximately 539 million new ordinary units in CitySpring were offered at S$0.39 (US$0.30) per rights unit on the basis of 11 rights units for every 20 ordinary units in CitySpring held as at books closure date. A wholly-owned subsidiary of Temasek, CitySpring’s largest unit holder, had irrevocably undertaken to subscribe for and procure subscription for approximately 458 million rights units, representing 85 per cent of all the rights units. Partners Prawiro Widjaja and Bernie Lee led the transaction. Advising Temasek as to Singapore law are partners Lim Mei, Sharon Wee and Lynn Ho.

Allens Arthur Robinson is advising nine major local and international banks in respect of the syndicated and working capital debt portion of a A$1.23 billion (US$1.25b) finance package for Perth Airport, which is owned by Perth Airports Development Group. The finance package, announced on 2 November 2011, gives Perth Airport greater funding flexibility for planned and future developments at Perth’s only international airport. The package includes A$915 million (US$927.3m) in syndicated revolving facilities with four, six and seven-year terms and an A$15 million (US$15.2m) working capital facility and a bank facility of A$300 million (US$304m), which will be used to backstop a future capital markets issue to fund capital expenditure through to 2015. Partner Richard Gordon is leading the transaction.

Allens Arthur Robinson has advised solar module manufacturer First Solar in respect of its involvement in Australia’s first utility scale solar power project, the 10-megawatt Greenough River Solar Farm located 50km southeast of the West Australian town of Geraldton. The project will be larger than any other solar project operating in Australia and its outputs will be purchased by the WA Water Corporation to help offset the energy requirements of the Southern Seawater Desalination Plant. Under the deal, First Solar will supply the project with more than 150,000 modules and will provide engineering, procurement and construction services, in addition to maintenance and operational support, once the solar farm is completed. Partner Anthony Arrow led the transaction. Freehills acted for the JV partners GE and Verve.

Amarchand & Mangaldas & Suresh A Shroff & Co will be advising the board of directors of ALSTOM Projects India Ltd in respect of the demerger of its boiler business. In furtherance of a letter of binding intent entered between ALSTOM Holdings and Shanghai Electric on 20 April 2011 for the creation of a joint venture to combine their resources in the field of boilers and boiler related equipment activities, the board of directors of ALSTOM Projects India Ltd gave its approval on 25 October 2011 to the demerger of the boiler business through a scheme of arrangement under Sections 391 to 394 of the Companies Act. Partners Akila Agrawal and Anirudh Das will be leading the transaction.

AZB & Partners has advised Kokuyo S&T Co Ltd (Kokuyo), a wholly-owned subsidiary of Kokuyo & Co Ltd, in respect of its agreement to acquire approximately 30 per cent of the shareholding of Camlin Ltd and thereafter acquire a further 20 per cent by way of a take over offer. The acquisition of approximately 10 per cent of Camlin’s shareholding was completed on 8 July 2011 whilst the acquisition of approximately 20 per cent and the take over offer for an additional 20 per cent were completed on 13 October 2011. Partners Alka Nalavadi and Varoon Chandra led the transaction which was valued at approximately US$64 million.

AZB & Partners has also advised NLMK International BV in respect of the acquisition of 100 per cent of the shares of Nippon Transcore Private Ltd from its existing shareholders. The deal was signed on 3 October 2011 and was completed on 21 October 2011. Partner Shuva Mandal led the transaction valued at approximately US$3 million.

Clayton Utz and Freehills have jointly advised Pacific Equity Partners (PEP) in respect of its joint venture with Swedish-based global consumer goods company Svenska Cellulosa Aktiebolaget (SCA) to develop SCA’s Australasian operations. Structured as an equal joint venture, the transaction is innovative in the Australian private equity market where 100 per cent acquisitions are more typical. Partners Philip Kapp and Mark Williamson led the Clayton Utz team which advised on the JV arrangements whilst Freehills partners Mark Crean, Hayley Neilson and Kristin Stammer led the team advising on the M&A, banking and intellectual property aspects of the transaction.

DLA Piper has acted as Hong Kong legal advisers to Schramm Holding AG, a German subsidiary of Korean listed company SSCP Co Ltd (SSCP), in respect of its €142 million (US$192.3m) public takeover by AkzoNobel, the largest global paints and coatings company in the world. The transaction involved ancillary special deals between AkzoNobel and Schramm’s majority shareholder SSCP, and continuing connected transactions between Schramm and SSCP. Partner JC Lee and Esther Leung led the deal. Norton Rose and Shin & Kim in Korea acted for SSCP whilst Mayer Brown and Kim & Chang in Korea served as legal advisors to AkzoNobel.

Gide Loyrette Nouel has advised SEB International (SEB), one of the world’s largest manufacturers of cookware and small domestic appliances, in respect of the acquisition of a further stake in Shenzhen Stock Exchange listed Zhejiang Supor (Supor), a leading manufacturer of cookware and rice cookers. SEB has received approval to increase its stake from 51.31 per cent to 71.31 per cent of Supor’s capital. This follows approval from the Ministry of Commerce of the People’s Republic of China (MOFCOM) in July and a successful review carried out by the China Securities Regulatory Commission (CSRC). SEB will purchase approximately 115.5 million shares in Supor for approximately CNY3.46 billion (US$545.6m). The Su family will retain a 12.5 per cent stake in the company. The remaining shares make up the free float and will continue to be traded on the stock market. Closing is expected in the forthcoming weeks, following completion of a number of administrative procedures. Partner Antoine de la Gatinais led the transaction.

Gilbert + Tobin has advised Conquest Mining Ltd in respect of its merger of equals with Catalpa Resources Ltd as well as the concurrent purchase of assets from subsidiaries of Newcrest Mining Ltd, forming Evolution Mining, a leading mid-cap Australian gold producer. The transaction was implemented on 2 November 2011 following support from Conquest and Catalpa shareholders at meetings held on 14 October 2011. Evolution Mining has five wholly owned gold projects and a pro forma market capitalisation of more than A$1 billion (US$1.01b). Newcrest will be the largest shareholder in Evolution Mining, with a 38 per cent interest in the company. Partner Tony Bancroft led the transaction. The firm is also advising Evolution Mining on a proposed entitlement offer to raise approximately A$150 million (US$152m) whilst Mallesons Stephen Jaques, led by partner Shannon Finch, acted for Goldman Sachs and Macquarie Capital (Australia) Ltd in the proposed fully underwritten capital raising. Gilbert + Tobin also acted for Catalpa whilst AAR acted for Newcrest.

Khaitan & Co has advised Olam Agro India Ltd in respect of the acquisition of 100 per cent stake in Hemarus Industries Ltd for approximately US$74 million. Olam Agro India Ltd is a leading name in India for commodity trading, processing and export in agro-products and is one of India’s largest cashew and coffee exporters. Partner Anand Mehta led the transaction.

Khaitan & Co has acted as Indian counsel for Japanese consulting firm Nomura Research Institute (NRI) in respect of its agreement to acquire 25.1 per cent of Market Excel Data Matrix Pvt Ltd. NRI has more than 600 professional consultants deployed in Japan and abroad, and has clients among almost 70 per cent of the companies in the top 100 (in terms of total capitalization) in the Tokyo Stock Exchange. Partner Rajat Mukherjee led the transaction.

Nishith Desai Associates has acted as Indian legal and tax counsel to Siemens Project Ventures GmbH in respect of the transfer of its 14 per cent stake in Bangalore International Airport Ltd (valued at approximately US$1 billion) to Bangalore Airport and Infrastructure Developers Private Ltd, one of the GVK group entities, for a total consideration of INR6.14 billion (US$125m).

RHT Law has acted for Oasis Ventures Ltd in respect of its approximately S$37.9 million (US$29.4m) acquisition of 129.7 million shares, representing approximately 29.5 per cent of the issued share capital, in SGX-ST listed China Dairy Group Ltd from F&N Dairy Investments Pte Ltd, a wholly-owned subsidiary of Singapore listed Fraser and Neave Ltd. Partners Hee Theng Fong and Billy Lau led the transaction which was completed on 1 November 2011.

Shin & Kim has represented Hyundai Commercial Inc in respect of its issuance of new shares to three financial institutions. Hyundai Commercial Inc issued five million new shares, 20 per cent of total issued and outstanding shares, in the form of preferred convertible shares at the issuance price of KRW20,000 (US$17.65) per share. The transaction closed on 7 November 2011. Chang Hyun Song and Eun Nyung Lee led the advisory team.

Shook Lin & Bok’s Singapore office has acted as Singapore law counsel for CNMC Goldmine Holdings Ltd, a Singapore incorporated company with Malaysia-based gold mining subsidiaries, in respect of its listing and placement of 41.1 million shares on the SGX-ST to raise proceeds of approximately S$16 million (US$12.4m). The transaction represents the first listing and IPO of a gold mining company in Singapore on the SGX-ST Catalist board under the new Mineral, Oil and Gas Guidelines promulgated in February 2011. Partners Teo Yi Jing and Roy Goh led the transaction.

White & Case has represented China Development Bank Hong Kong Branch in respect of a US$400 million financing for the take-private transaction of NASDAQ-listed Harbin Electric Inc. The financing enabled Tech Full Electric Company Ltd, an entity controlled by Harbin Electric founder and chairman Tianfu Yang, other management investors and Abax, to acquire the publicly-held shares of Harbin Electric, a developer and manufacturer of a wide variety of electric motors in the PRC. The transaction was completed on 2 November 2011. The deal was led by John Shum and Xiaoming Li whilst Walkers, led by partner Ashley Davies, acted as offshore counsel.

WongPartnership has acted for K-REIT Asia in respect of the S$2.01 billion (US$1.56b) acquisition of an approximately 87.5 per cent equity interest in Ocean Properties Pte Ltd, which owns Ocean Financial Centre, a landmark Grade A 49-storey premium office tower which is one of the largest and newest office developments with environmentally sustainable features located in Singapore’s central business district, for a period of 99 years. K-REIT Asia is raising S$983.8 million (US$762m) from a 17-for-20 rights issue to fund the acquisition. Partners Rachel Eng, Low Kah Keong, Long Chee Shan, Karen Yeoh, Carol Anne Tan and Christy Lim acted on the matter.

WongPartnership has acted for The Straits Trading Company Ltd in respect of the establishment of its S$500 million (US$387.2m) multicurrency debt issuance programme. DBS Bank Ltd is the arranger and dealer of the programme. The deal represents the company’s first unsecured medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.

Deals – 4 November 2011

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Allen & Gledhill has advised Keppel Land Ltd (KLL), through its subsidiary Straits Property Investments Pte Ltd (SPIPL), in respect of SPIPL’s conditional agreement for the sale of its 87.51 per cent interest in Ocean Properties Pte Ltd (which owns a 999-year leasehold interest in Ocean Financial Centre) to K-REIT Asia for approximately S$1.58 billion (US$1.24b) for a period of 99 years, with SPIPL having the right to re-acquire the equity interest at the expiry of the 99 years. The transaction is subject to KLL’s shareholders’ approval and K-REIT Asia’s unitholders’ approval. Partners Penny Goh, Steven Seow, Christine Chan and Lim Pek Bur led the transaction.

Allen & Gledhill has also advised PST Management Pte Ltd, as trustee manager of Pacific Shipping Trust (PST), in respect of Pacific International Lines (Private) Ltd’s (PIL) proposal of voluntary delisting of PST from the SGX-ST. Under the delisting proposal, DBS Bank Ltd, for and on behalf of PIL, will make a cash offer to acquire all the issued units of PST, other than those held directly or indirectly by PIL, at US$0.43 each. The value of the transaction is approximately US$103 million. Partners Andrew M Lim and Lee Kee Yeng led the transaction.

Appleby has acted as Cayman counsel for Softbank Corporation in respect of the settlement of a dispute between Softtbank Corporation, Yahoo! Inc and the founder shareholders of the Alibaba Group over Alipay.com Co Ltd (“Alipay”), an electronic payment system in China. The transfer of Alipay outside of Alibaba Group to a company controlled by Alibaba founder and CEO Jack Ma was to ensure Alipay complied with Chinese regulations of restricting foreign companies’ ownership of e-payment corporations. Under the agreement, Alibaba Group will receive between US$2 billion to US$6 billion from any future IPO or sale of Alipay while continuing to participate in Alipay’s future financial performance. In addition, Alipay will continue to provide payment processing services to Alibaba Group and its subsidiaries. Partners Jeffrey Kirk, Judy Lee, Stephen James and Andrew Bolton led the transaction.

Fangda is representing Bain Capital in respect of a leverage buy-out transaction whereby Bain Capital will acquire a controlling stake in China Fire & Security Group Inc, a NASDAQ company which will be de-listed following completion of the transaction. Partner Zhou Chuanjie is leading the transaction.

Fangda is representing ABB in respect of its strategic joint venture with Nanjing SAC Automation Co Ltd, an A share listed company, and related asset acquisitions. Partner Zhou Chuanjie is leading the transaction.

Jones Day has acted as international counsel to the underwriters in respect of the US$345 million equity shares rights offering, pursuant to Rule 144A and Regulation S, by Bajaj Hindusthan underwritten by SBI Capital Markets, IDBI Capital Services and PNB Investment Services. The transaction closed on 1 November 2011. Bajaj Hindusthan is the largest sugar manufacturer and one of the largest industrial alcohol producers in India. Partner Manoj Bhargava led the transaction whilst Khaitan & Co acted as domestic counsel.

Khaitan & Co has advised Hitachi Ltd (Japan) and Hitachi India Pvt Ltd in respect of the acquisition of a majority stake in Hi-Rel Electronics Private Ltd for US$30 million. Hitachi Ltd, headquartered in Tokyo, Japan, is a leading global electronics company with approximately 360,000 employees worldwide. Executive director Daksha Baxi and partners Vaishali Sharma and Zakir Merchant led the transaction.

Khaitan & Co has advised Hindusthan National Glass & Industries Ltd (HNGIL) in respect of the US$40 million term loan facility availed from DBS Bank Ltd Singapore for financing of capital expenditure requirements. HNGIL is the largest container glass packaging solutions provider in India occupying nearly 55 per cent market share. Partner Devidas Banerji led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company, a Cayman Islands licensed trust company and a wholly owned subsidiary of Nomura Bank (Luxembourg) SA, in respect of the launch of Nomura Select Series Trust – Nomura Global Quartet 1107, a new series trust of Nomura Select Series Trust. The fund will be offered to the public in Japan and its investment objective is to seek absolute returns primarily (but not exclusively) through gaining exposure to managed accounts of one or more managed account platforms. As at launch, subscriptions totalling approximately US$103 million were received. Partner Spencer Privett led the transaction whilst Anderson Mori & Tomotsune provided Japanese legal advice.

Maples and Calder has acted as BVI counsel to Cheung Kong Bond Securities Ltd (CKBS) in respect of its issuance of S$230 million (US$184m) 5.125 per cent guaranteed senior perpetual securities which are listed on the SGX. The securities are guaranteed by Cheung Kong (Holdings) Ltd, one of the largest developers of residential, commercial and industrial properties in Hong Kong. The transaction is a re-tap for the S$500 million (US$392m) 5.125 per cent guaranteed senior perpetual securities issued by CKBS on 9 September 2011. DBS Bank Ltd acted as the global coordinator. Partner Christine Chang led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Shaw Kwei & Partners Ltd (SKP) in respect of the formal proposal by Yongle Tape Ltd (Yongle) to seek CHT (Holdings) Ltd’s (CHT) voluntary de-listing from the SGX. YongLe is a wholly-owned subsidiary of Harborside Capital Ltd, which in turn is a wholly-owned subsidiary of SKP. YongLe intends to make an exit offer to acquire all the issued ordinary shares in the capital of CHT. Partner Jeanette Chan led the transaction.

Rajah & Tann is advising Pickard Enterprises Ltd (Pickard), Ember Vision Ltd and Marble Focus Ltd in respect of Pickard’s exit offer to acquire all the issued ordinary shares in the capital of CentraLand Ltd (CentraLand), other than those already owned, controlled or agreed to be acquired by Pickard and parties acting in concert with it in connection with the proposed voluntary delisting of CentraLand from the SGX-ST. The exit offer is valued at approximately S$138.4 million (US$108.5m) and CentraLand is valued at S$738 million (US$579m). Partners Howard Cheam and Soh Chai Lih are leading the transaction whilst Conyers Dill & Pearman is acting as special legal adviser to Pickard, Ember Vision Ltd and Marble Focus Ltd on Bermuda and BVI laws. Wong & Leow advised CentraLand Ltd.

Rajah & Tann has also advised HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of SGX-ST listed AIMS AMP Capital Industrial REIT, in respect of its S$16.438 million (US$12.9m) sale of property located at 31 Admiralty Road Singapore. Partner Chia Kim Huat led the transaction which is expected to be completed on January 2012. WongPartnership acted for AIMS AMP Capital Industrial REIT Management Ltd, as manager of AIMS AMP Capital Industrial REIT.

Shook Lin & Bok’s Singapore office has acted for Serial System Ltd, an electronic component distributor in Singapore, in respect of the offering and listing of Taiwan Depository Receipts on the Taiwan Stock Exchange to raise gross proceeds of approximately NT$353 million (US$11.7m). Partners Robson Lee and Andrea Chee led the transaction.

WongPartnership has acted for KT&G Corporation, the largest cigarette manufacturer in South Korea, in respect of its US$77.7 million acquisition of a 51 per cent stake in PT Trisakti Purwosari Makmur, a leading Indonesia-based manufacturer of cigarettes, via acquisition of all the interest in a Singapore subsidiary. Partner Ong Sin Wei acted on the matter.

WongPartnership has also acted for WestLB AG and ABN AMRO Bank NV, as arrangers, in respect of a commodity trade finance transaction involving a US$200 million (with a greenshoe option of US$150 million) borrowing base facility granted to AAA Oils & Fats Pte Ltd, a unit of the APICAL Group. Partner Alvin Chia acted on the matter.

Deals – 27 October 2011

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Allen & Gledhill has advised Fairmont Raffles Hotels International (FRHI) in respect of the completion of its disposal of 100 per cent of Beach Road Hotel (1886) Ltd which owns Raffles Hotel Singapore (Raffles Hotel). In connection with the sale, Raffles International Ltd, a member of the FRHI group, entered into hotel management contracts with Beach Road Hotel (1886) for the management of Raffles Hotel by Raffles International. The value of the transaction is US$275 million. Advising FRHI are partners Steven Seow and Oh Hsiu Hau whilst advising Raffles International are partners Steven Seow, Regina See and Tham Kok Leong.

Allen & Gledhill has advised Borders Pte Ltd (Borders) in respect of its application for judicial management as part of the on-going restructuring of the Borders chain of book stores in Singapore. Partners Edward Tiong, Andrew Chan and Kenneth Lim led the transaction.

Allens Arthur Robinson has advised Australia and New Zealand Banking Group Ltd (ANZ) as mandated lead arranger, book-runner and agent for a syndicate of nine banks in respect of a landmark A$600 million (US$623.6M) crossborder transaction involving Australian, English and Indonesian law. The deal provides lease financing for Leighton Holdings Ltd’s (Leighton) two operating subsidiaries in Indonesia, namely PT Leighton Contractors Indonesia and PT Thiess Contractors Indonesia. Supported by an indemnity and guarantee from Leighton, the facility provides new lease financing and refinancing of the world’s largest contract miner’s entire mining equipment needs in Indonesia. Partner Rod Howell led the transaction which was closed on 12 October 2011. Allen & Overy acted as counsel for the borrower.

Clayton Utz has advised Woolworths Ltd as issuer in respect of its A$500 million (US$519m) offer of subordinated notes. National equity capital markets practice head Stuart Byrne led the transaction.

Clayton Utz has advised Macquarie and RBS as underwriters in respect of Super Retail Group’s A$334 million (US$346.8m) PAITREO entitlement offer announced on 17 October 2011. Stuart Byrne led the transaction.

Colin Ng & Partners has advised container terminal operator Portek International Ltd (Portek) as a target in respect of two competing takeover bids, eventually won by Japanese trading group Mitsui & Co. The advice extended through to Portek’s eventual delisting from the SGX-ST.

Drew & Napier has acted for Lonza Group Ltd (Lonza) in respect of its secondary listing on the SGX-ST by way of introduction. Lonza is the first SIX Swiss-listed company to list on the SGX-ST. Lonza is one of the world’s leading suppliers to the pharmaceutical, healthcare and life science industries. Deputy managing director Sin Boon Ann led the transaction.

Eversheds has advised Lundbeck, a leading Danish pharmaceutical company, in respect of establishing a new research centre in Shanghai, China. As well as supporting Lundbeck’s overall research and development strategy, the new centre will firmly establish the company’s position as a global pharmaceutical company and will create opportunities for entering into research collaborations with businesses and universities in the region. Partners Nikolaj Juhl Hansen and Jean-Marc Deschandol led the transaction.

Jones Day has advised Belle Corporation in respect of its PHP4.5 billion (US$103m) rights issue, the proceeds of which will fund the completion of its integrated resort and casino, Belle Grande Manila Bay. Belle Corporation is a leading Philippine high-end leisure and residential community property developers and was included in the Philippine Stock Exchange Index on September 2011. Belle Grande is scheduled to open by mid-2013. It is projected to be the Philippines’ largest integrated resort in terms of gaming space. The rights issue was managed by BDO Capital & Investment Corporation, with Deutsche Bank acting as international financial adviser. Joe Bauerschmidt, Joy Choynowska and Oscar Franklin Tan led the transaction whilst Tan Venturanza Valdez advised on Philippine law.

Khaitan & Co has advised Akorn Inc USA (Akorn) in respect of entering into an agreement through its subsidiary in India to acquire certain assets of Kilitch Drugs (India) Ltd, a leading contract manufacturer of sterile injectables in India, as well as certain assets of NBZ Pharma Ltd. The value amount was approximately US$52 million in cash and future contingent payments totalling up to approximately US$6 million. Akorn is a niche pharmaceutical company engaged in the development, manufacture and marketing of multisource and branded pharmaceuticals. Partners Anand Mehta and Savita Singh led the transaction.

Khaitan & Co has advised Kilburn Chemicals Ltd (Kilburn) in respect of the sale and transfer of its chemicals division as a going concern on a slump sale basis to VV Titanium Pigments Pvt Ltd for approximately US$22 million, subject to such adjustments agreed in the business transfer agreement. Kilburn is a leading producer and exporter of anatase grade titanium dioxide in India. Partners Haigreve Khaitan and Bhavik Narsana led the transaction.

Luthra & Luthra Law Offices has acted for Safran–Morpho in respect of the India leg of its acquisition of L-1 Identity Solutions, Inc, a leading identity management solutions provider in the United States, for a total cash amount of US$1.09 billion which was originally announced on 20 September 2010. Following this transaction, Safran becomes the world leader in biometric identity solutions. L-1 will join Safran’s existing security business, operating as Morpho, and will be renamed MorphoTrust. Partner Sundeep Dudeja led the transaction.

Mallesons Stephen Jaques has acted for Global Television (GTV), an Australian based provider of outsourced television production services, in respect of its acquisition of Cutting Edge’s outside broadcasting business and simultaneous refinancing of GTV’s existing debt facilities. The merged outside broadcasting business now gives GTV an expanded fleet of High Definition (HD) outside broadcast trucks – ranging from small, six-camera vans to HD supertrucks that accommodate up to 35 production and technical operators. Partners Lee Horan and Richard Hayes led the transaction. Clayton Utz acted for the banks whilst McCullough Robertson acted for Cutting Edge.

Mallesons Stephen Jaques has also acted for Macquarie and CBA in respect of Transpacific Industries’ 9 for 14 accelerated renounceable entitlement offer to raise approximately A$309 million (US$321m) comprising a fully underwritten institutional entitlement offer to raise approximately A$260 million (US$270m) and a non-underwritten retail entitlement offer to raise up to approximately A$49 million (US$51m). Warburg Pincus has committed to take-up 100 per cent of its prorata entitlement of ~A$105 million (US$109m) and sub-underwrite a further A$102 million (US$106m). The proceeds will be used to undertake a debt re-finance and repay Transpacific’s senior facilities. Partners Shannon Finch and Nicola Wakefield Evans led the transaction whilst Clayton Utz acted for Transpacific.

Maples and Calder has acted as BVI counsel to Sinotrans Shipping (Holdings) Ltd as guarantor in respect of Sinotrans Shipping Inc’s issue of RMB2.6 billion (US$409m) 3.3 per cent guaranteed notes. The Sinotrans Group is one of the PRC’s largest shipping companies in terms of self-owned dry bulk fleet size. Bank of China (Hong Kong) Ltd acted as the global coordinator. Partner John Trehey led the transaction. Simmons & Simmons, led by partner Sau-Wing Mak, acted as Hong Kong counsel to the issuer and guarantor whilst Davis Polk & Wardwell, led by partner Paul Chow, acted as Hong Kong counsel to the managers (Bank of China (Hong Kong) Ltd, BOCI Asia Ltd, Agricultural Bank of China Ltd Hong Kong Branch, Wing Lung Bank Ltd and CCB International Capital Ltd.

Mori Hamada & Matsumoto has advised US private equity firm Bain Capital LLC in respect of its agreement to acquire 77.76 per cent stake in Japan based restaurant chain operator Skylark Co Ltd for a total consideration of ¥129 billion (US$1.68b) from Nomura Principal Finance Co Ltd (NPF) and NPF-Harmony (NPFH). NPF is selling 41.76 per cent of Skylark’s outstanding common shares and its entire holdings of preferred shares for ¥83 billion (US$1.09b) whilst NPFH is selling 36 per cent stake of common shares for ¥46 billion (US$603m). Partners Hajime Tanahashi, Akira Marumo and Rintaro Shinohara led the transaction.

Paul Hastings has represented Maker Maxity in respect of the signing of definitive agreements with MGM Hospitality, a wholly owned subsidiary of MGM Resorts International, for the development and operation of a Bellagio hotel, an MGM Grand hotel, and a Skylofts hotel, as part of the landmark Maker Maxity mixed-use development complex in Mumbai, India. Partners David Blumenfeld, Rick Kirkbride and Philip Feder led the transaction.

Rajah & Tann has advised Centurion Corporation Ltd (formerly known as SM Summit Holdings Ltd) in respect of the reverse acquisition of Listco. Following the completion of the reverse acquisition, the shares of Listco were suspended, as the share capital in public hands fell below 25 per cent. A compliance placement was carried out to comply with the public float requirements of Rule 210(1)(a) of the Listing Manual of the SGX-ST and was completed on 17 October 2011. Trading of shares in Listco resumed on 18 October 2011. Partner Howard Cheam Heng Haw led the transaction which was valued at approximately S$21 million (US$16.5m).

RHT Law has advised Swing Media Technology Group Ltd (Swing Media) in respect of the placement of up to 60 million ordinary shares in its capital for an aggregate value of S$9.3 million (US$7.3m). SGX-ST listed Swing Media manufactures and supplies data storage media and other computer peripherals. It has manufacturing facilities in Hong Kong, PRC and Taiwan and distributes its products mainly to PRC, various parts of Asia, Europe and the United States. Partner Lawrence Wong led the transaction.

Shook Lin & Bok’s Singapore office has acted as solicitors for Healthtrends Holdings Pte Ltd. Their client is a medical group providing holistic medical, aesthetics and wellness care, and Shook Lin & Bok acted in respect of the cross-border sale involving various parties situated in Singapore, Malaysia and Hong Kong of a majority stake in its various subsidiaries to Asia Pacific Medical Group Ltd for a consideration of approximately S$8 million (US$6.3m). Partner Gwendolyn Gn led the transaction.

Simmons & Simmons has advised manager Sun Hung Kai Investment Services Ltd in respect of a RMB100 million (US$15.74m) convertible bond issue by Hong Kong juice company Garden Fresh Fruit & Vegetable Beverage, a subsidiary of SGX listed Sino Grandness Food Industry Group. This is the first ever issue of convertible bonds in the offshore renminbi market. The convertible bond offering is a pre-IPO offering which the issuer hopes to complete within three years. Partner Paul Browne led the transaction.

WongPartnership has acted as Singapore counsel for the syndicate of lenders in respect of the S$150 million (US$118m) financing to Hyflux Ltd for the construction of Tuaspring Desalination Plant, Singapore’s second and largest seawater reverse osmosis desalination plant, which is expected to commence operations in 2013. Partners Susan Wong, Choo Ai Leen, Dorothy Marie Ng, Serene Soh, Tay Peng Cheng and Linda Low acted on the transaction.

WongPartnership has also acted for Asia Mobile Holdings Pte Ltd in respect of the US$248 million and S$1.08 billion (US$850m) syndicated financing arranged by The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch, CIMB Bank Berhad Singapore Branch, Credit Agricole Corporate and Investment Bank Singapore Branch, DBS Bank Ltd, Malayan Banking Berhad Singapore Branch, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation Singapore Branch and United Overseas Bank Ltd. Partner Alvin Chia led the transaction.