Allen & Gledhill has advised CapitaCommercial Trust Management Ltd (CCTML), the manager of CapitaCommercial Trust (CCT), in respect of its joint venture with CapitaLand Commercial Ltd and Mitsubishi Estate Asia Pte Ltd for the redevelopment of Market Street Car Park into a commercial office development. The estimated total cost for the redevelopment is approximately S$1.4 billion (US$1.16b). Market Street Car Park is held by MSO Trust which was established by CCT as the vehicle for the JV. Partners Jerry Koh, Eudora Tan, Lim Pek Bur, Chua Bor Jern, Teh Hoe Yue and Edward Tiong acted on the matter.
Allen & Gledhill has also acted as Singapore counsel for KKR China Water Investment Holdings Ltd (KKR) in respect of its proposed subscription of US$113.8 million convertible bonds due 2016 to be issued by United Envirotech Ltd at a conversion price of S$0.45 (US$0.37) per fully paid-up new ordinary share. Partners Andrew M Lim, Song Su-Min and Sharon Wee acted on the matter. WongPartnership, led by partners Hui Choon Yuen and Goh Gin Nee, acted for United Envirotech Ltd. Allens Arthur Robinson has advised BGF Equities, a securities advisory firm in Australia, in respect of the sale of a 50 per cent interest in its business to Canaccord Financial, a Canadian financial services firm listed on the Toronto Stock Exchange. Under the deal, Canaccord will acquire a 50 per cent interest in BGF Equities by purchasing shares from existing shareholders, including management, and by subscribing for new shares. The total consideration payable by Canaccord for their interest is about A$40 million (US$43m). The deal remains subject to conditions, including regulatory approval, and is planned to complete later in the year. Partner Robert Pick led the transaction. Amarchand Mangaldas has advised Blackstone in respect of its agreement to pick up around 37 per cent of Manyata Promoters Private Ltd (Manyata Promoters) for around US$200 million, valuing the company at around US$550 million. Manyata Promoters operates and manages Manyata Embassy Business Park, one of the largest business parks in Bangalore. The company is jointly promoted by Bangalore-based real estate firm Embassy Property Developments Ltd (Embassy) and Reddy Veeranna. Blackstone will pick up the 37 per cent stake by purchasing shares from Embassy, which will also be giving exit to existing private equity investor HDFC and around 15 per cent from Veeranna. Partners Cyril Shroff and Reeba Chacko led the transaction whilst Embassy was represented by senior lawyer Anup S Shah. AZB & Partners has advised Ronnie Screwvala & Unilazer, the promoters of UTV, in respect of the buy-out of 20 per cent stake of the promoters of UTV in the event of UTV’s announced delisting. An approximate indication of the acquisition price for shares of the RS promoters and the public is approximately US$454 million. However, the actual consideration will be determined based on the reverse book building process in accordance with SEBI delisting regulations. Partner Shuva Mandal led the transaction. AZB & Partners has also advised ETHL Communications Holdings Ltd in respect of its issue of 20,000 rated, listed, secured, redeemable, non-convertible debentures valued up to approximately US$452 million on a private placement basis. Partners Shameek Chaudhuri and Sonali Mathur led the transaction. Clifford Chance has advised Philippines listed company Integrated Micro-Electronics Inc (IMI) in respect of an agreement with Belgium company EPIQ NV to buy EPIQ’s electronics manufacturing business in Bulgaria, Mexico and the Czech Republic. The purchase consideration of approximately €43 million (US$62m) is a combination of cash and newly-issued IMI share. The parties completed the transfer of the EPIQ Group on 29 July 2011. IMI is a subsidiary of Ayala Corporation and a leading provider of electronics manufacturing services (EMS) and power semiconductor assembly and test services. EPIQ is an EMS provider that designs, produces and sells electronic and electro-mechanical systems and sub-systems. Partner Jan F Wrede led the transaction. Clifford Chance has also advised Australian Mining Holdings (AMH) in respect of the sale of its interests in Syntech Resources to Yancoal Australia, a subsidiary of China’s Yanzhou Coal. The transaction closed on 1 August 2011. As part of the transaction, Goldman Sachs also sold its interests in Syntech Resources. The total consideration was A$202.5 million (US$218m). Syntech Resources is developing the Cameby Downs coal-mining project in the Surat Basin, Queensland, Australia. Partner Jason Mendens led the transaction. Drew & Napier has advised Malacca Trust Ltd (Malacca Trust), an Indonesia based financial services provider, in respect of its IPO of 85 million shares raising a total of S$18.7 million (US$15.5m) on the sponsor-supervised listing SGX-Catalist platform of the SGX-ST. Malacca Trust’s subsidiaries include PT Batavia Prosperindo Finance Tbk which is listed on the IDX. Director Marcus Chow led the transaction. Gilbert + Tobin has advised a syndicate of five banks in respect of the A$530 million (US$571m) refinancing of debt facilities originally used by Hastings Funds Management and other investors to acquire the Cairns and Mackay airports in Queensland. The refinanced facilities will also be used to fund the ongoing capital expenditure and working capital requirements of the group. Partner John Schembri led the transaction. HAS Advocates (formerly Hemant Sahai Associates) has advised ICICI Venture Funds Management Co Ltd and all the selling private equity funds (comprised of India Advantage Fund–I, Dynamic India Fund–I and Rainbow Trust Fund) in respect of the 100 per cent share sale of Finest Procuring Solutions Ltd which holds 100 per cent shareholding of global animal health company Bremer Pharma GmbH Germany. The transaction involves the transfer of the entire business of Bremer Pharma across India, Netherlands and Germany. The transaction was led by partner Aparajit Bhattacharya. Hogan Lovells has acted as international counsel to Gulf International Bank BSC, as sole booker runner and joint lead manager, in respect of a US$215 million sukuk issuance due July 2016 for Qatar’s Almana Group WLL (Almana). Barwa Bank QSC, the International Bank of Qatar QSC and Qatar Islamic Bank SAQ also acted as joint lead managers for the issuance. The sukuk is due to be listed on the LSE and marks the first re-financing of a Qatari corporate sukuk using a voluntary early redemption which required the consent of holders of Almana’s first sukuk. Global head of Islamic finance Rahail Ali and partner Imran Mufti led the transaction. JSA has advised CoreLogic in respect of the acquisition by Cognizant of 100 per cent of the shares of CoreLogic India (held by two CoreLogic US entities) for US$50 million, subject to certain working capital adjustments to be effected at closing. Partners Vivek Chandy, Akshay Chudasama and Raj Ramachandran led the transaction. JSA has also advised Ground Truth in respect of a Delaware merger, upon completion of which shareholders of Umber Inc would become shareholders of Ground Truth for a consideration of US$ 13 million in Ground Truth stock. Partners Vivek Chandy and Raj Ramachandran led the transaction. Khaitan & Co has advised private equity fund Sentica Partners Oy Finland in respect of the acquisition of 67 per cent stake in Citec Information Oy Ab Finland and Citec Engineering Oy Ab Finland (collectively ‘Citec’). Citec provides multi-discipline technical solutions and project services for the power, civil, rail vehicles and process industries. Citec also offers a wide range of services and solutions related to technical communication. Partner Haigreve Khaitan led the transaction. Khaitan & Co has also advised alternative asset management and financial services company The Blackstone Group in respect of an approximately US$51 million investment to acquire approximately 12 per cent stake in private company Jagran Media Network Investment Private Ltd, the holding company of listed company Jagran Prakashan Ltd which is engaged in print media, advertising and promotional business activities. Partners Rabindra Jhunjhunwala and Rajat Mukherjee led the transaction. Majmudar & Co has acted as Indian legal and tax counsel to KPMG LLP USA and KPMG LLP UK in respect of their joint venture with KPMG India to establish KPMG Global Services Private Ltd. The JV entity will be engaged in rendering various business services to KPMG entities worldwide. Partner Akil Hirani led the transaction. Mori Hamada & Matsumoto is advising Proto Corporation in respect of its agreement to acquire MTM Multimedia Sdn Bhd, the Malaysia based publisher of used car magazines, for a consideration of MYR109.67 million (US$ 37.14m). MTM Multimedia reported revenues and EBIT of MYR22 million (US$7.24m) and MYR0.12 million (US$ 0.04m), respectively for the year ended 2010. Partner Katsumasa Suzuki led the transaction which is yet to be completed. Mori Hamada & Matsumoto is also advising Sanyo Electric Co Ltd in respect of the proposed sale of its refrigerator and washing machine businesses in Japan and Southeast Asia to China-based Haier Group. The estimated deal value is reportedly around JPY10 billion (US$128m), with the transactions scheduled for completion during fiscal year 2011. Three companies in Japan will be involved in the deal, including Sanyo washing machine unit Sanyo Aqua and Haier Sanyo Electric, a 60-40 joint venture between Haier and Sanyo that develops refrigerators. In Southeast Asia, Sanyo will sell its shares in subsidiaries in Indonesia, the Philippines, Vietnam and other countries. Partner Katsumasa Suzuki also led the transaction which is yet to be completed. Morrison & Foerster has acted as Hong Kong and US laws counsel for China International Capital Corp (CICC) and CITIC Securities as joint H-share underwriters in respect of the A+H share rights issue of China CITIC Bank Corporation Ltd. China CITIC Bank Corporation Ltd raised approximately US$4 billion from the A+H share rights issue. China CITIC Bank Corporation Ltd is China’s seventh-largest lender in terms of total assets, and its largest shareholder is China’s largest financial conglomerate, CITIC Group. Partner Charles Chau led the transaction whilst Commerce & Finance advised on PRC law. Shook Lin & Bok’s Singapore office has acted for Mencast Holdings Ltd in respect of its acquisition of Top Great Engineering & Marine Pte Ltd for approximately S$24 million (US$20m). Partner Wong Gang led the transaction. SSEK has acted as Indonesian counsel for KT&G, South Korea’s largest tobacco manufacturer, in respect of its purchase of a majority stake in Trisakti Group, the sixth largest tobacco company in Indonesia. The total transaction price is approximately US$132.6 million. Partner Ira A Eddymurthy led the transaction. Stamford Law has advised in respect of the proposed S$219 million (US$181.7m) acquisition and takeover of C&O Pharmaceutical Technology (Holdings) Ltd, a company engaged in R&D, manufacturing, import and distribution of pharmaceutical products in China. The acquisition, which involved a direct purchase of shares from the single largest shareholder as well as a mandatory general offer, is proposed to be made by Shionogi & Co Ltd, a Japanese pharmaceutical manufacturer with a market capitalisation of approximately US$6 billion. Partner Ng Joo Khin led the transaction. Stephenson Harwood has acted in respect of a landmark joint-venture deal between All Nippon Airways (ANA) and AirAsia to start a new carrier in Japan. The deal represents cooperation between two of Asia’s largest carriers – ANA is Japan’s largest carrier and AirAsia is Asia’s largest low-cost carrier. The venture will operate under the AirAsia brand and will be based out of Tokyo’s Narita International Airport, with plans to expand the fleet to almost 40 aircraft within the first five years. Paul Ng led the transaction whilst Masayo Hirano and Kunio Namekata of TMI in Tokyo provided Japan law advice. WongPartnership has acted for PT Cipta Kridatama (PT CK) in respect of the grant of US$115 million club facilities from Oversea-Chinese Banking Corporation Ltd, PT ANZ Panin Bank, PT Bank OCBC NISP Tbk, Standard Chartered Bank Jakarta Branch and The Royal Bank of Scotland NV Singapore Branch, which will be used by PT CK to, inter alia, refinance certain of its existing loans and fund its capital expenditure. Partner Susan Wong acted on the matter. |
Deals – 4 August 2011
Deals – 28 July 2011
Allen & Gledhill has advised Temasek Holdings (Private) Ltd (Temasek) in respect of its establishment with Khazanah Nasional Berhad (Khazanah) of M+S Pte Ltd (M+S) and Pulau Indah Ventures Sdn Bhd (Pulau Indah) as joint ventures. Owned 60-40 by Khazanah and Temasek, respectively, M+S will undertake development projects valued at S$11 billion (US$9.14b) involving land parcels in Marina South and Ophir-Rochor in Singapore. Pulau Indah is a 50-50 JV between Khazanah and Temasek to develop projects valued at RM3 billion (US$1b) in Iskandar Malaysia in Johor. The joint developments are supported by the prime ministers of Malaysia and Singapore. Partner Lucien Wong led the transaction.
Allen & Gledhill is also advising Arisaig Partners (Asia) Pte Ltd, manager of Arisaig Asia Consumer Fund Ltd (AACF), in respect of Nestlé SA’s (Nestlé) proposal to acquire a 60 per cent interest in Hsu Fu Chi International Ltd (HFC). The proposed acquisition of the 43.52 per cent stake will be by way of a scheme of arrangement whilst the 16.48 per cent interest will be from individual shareholders. Nestlé has entered into an implementation agreement with HFC for the scheme. As part of the transaction, AACF has entered into an irrevocable undertaking to vote its 8.95 percent shareholding in HFC in favour of the scheme. The deal is valued at approximately S$1.5 billion (US$1.25b). Partners Prawiro Widjaja and Song Su-Min led the transaction. Allens Arthur Robinson is advising China’s largest gold producer Zijin Mining Group Co Ltd (Zijin) in respect of its A$27.7 million (US$30.5m) investment in ASX listed Norton Gold Fields (Norton). The deal, announced on 26 July 2011, will see the private placement of 138.35 million shares at a price of A$0.20 (US$0.22) per share. Norton will use the capital to help reduce its debt levels to A$50 million (US$55m). Under the deal, Zijin will acquire a 17 per cent stake in Norton. The placement will be conducted in two tranches, with the second subject to shareholder and regulatory approvals. Partner Campbell Davidson led the transaction. Allens Arthur Robinson has also advised Canada Pension Plan Investment Board (CPPIB) in respect of the sale of its stake in toll road operator Transurban Group for A$903 million (US$995.5m). CPPIB, which is one of the world’s largest institutional investors, has sold more than 172 million stapled securities, about 12 per cent of the issued capital of Transurban, for A$5.23 each (US$5.77). The securities were sold under a fully underwritten fixed-price block trade managed by UBS. The transaction represents the largest block trade on the ASX this year, and one of the largest trades ever in Australia. Partner Wendy Rae led the transaction. Ashurst has advised sponsors Samsung Engineering, Invest AD and United Utilities in respect of the development and financing of the Muharraq wastewater plant and associated sewer trunk main project in Bahrain. Samsung, Invest AD and United Utilities are committing 45 per cent, 35 per cent and 20 per cent of the equity, respectively. The US$285 million debt package comprises a direct loan from the Export-Import Bank of Korea (K-EXIM), a K-EXIM covered facility and an uncovered commercial facility. A JV between Samsung and United Utilities will operate and maintain the facilities. Partner David Wadham led the transaction. Shearman & Sterling advised the lenders. Hatim Zu’bi and Qay’s Zu’bi provided Bahraini law advice to the sponsors and lenders, respectively. Baker & McKenzie has acted for Canada Pension Plan Investment Board (CPPIB) in respect of its acquisition of 50 per cent of the shares in Hong Kong Interlink from Goodman Group, one of the world’s largest listed fund managers specialising in industrial and business properties. The gross purchase price of CPPIB’s interest is approximately C$285 million (US$300m). CPPIB is making an equity commitment of approximately C$205 million (US$216m) and assuming debt of approximately C$80 million (US$84.2m) to purchase the 50 per cent interest. The other 50 per cent of Hong Kong Interlink will be owned by the Goodman Hong Kong Logistics Fund. Partners Cheung Yuk Tong and Dorothea Koo led the transaction. Baker & McKenzie has also advised PT Salim Ivomas Pratama Tbk, one of the largest plantation companies and manufacturers of edible oils and fats in Indonesia, in respect of its global offering under Rule 144A and Regulation S and its listing on the Indonesia Stock Exchange. Kim Eng Securities Pte Ltd and Deutsche Bank AG were the joint bookrunners and international selling agents for the IPO. Partner Yeo Jih-Shian led the transaction. Allen & Overy acted for the underwriters. Colin Ng & Partners has advised waste company 800 Super Holdings Ltd (800 Super) in respect of its IPO on Catalist this year. The group is offering 32.2 million placement shares at S$0.22 (US$0.18) each, comprising 30.2 million new shares and two million vendor shares. 800 Super, one of four licensed public waste collectors appointed by the National Environment Agency (NEA), expects to raise net proceeds of approximately S$5.3 million (US$4.4m) from the placement which the company will be using to expand and grow. Based on its offer price, 800 Super’s total issued share capital upon completion of the IPO will be 178.8 million shares, with a market capitalisation of approximately S$39.3 million (US$32.6m). Partner Ong Wei Jin acted on the matter. Gilbert + Tobin has acted for ANZ and Investec in respect of the financing to design, build, operate and maintain the QEII Medical Centre Car Parking PPP Project in Western Australia. The transaction closed on 6 July 2011. The project is one of the first PPPs in the Western Australian market in recent times and reached financial close in just over one month after the successful consortium was announced. Partner Ros O’Mally led the transaction. HopgoodGanim has advised Indigo Telecom in respect of its deal with Australia Post to distribute Indigo’s mobile phones and plans through Australia Post’s retail outlets nationally. Indigo’s next generation mobile GSM/satellite phones and service plans will be available through Australia Post retail outlets, ensuring accessibility for over one million people throughout remote regions of Australia. The deal will see the postal outlets become a one-stop-shop for Indigo’s mobile services. Hayden Delaney led the transaction. Khaitan & Co has advised Forever Living Products Inc in respect of internal restructuring exercise to trifurcate the functions of Forever Living Products (India) Private Ltd into three separate companies for its imports, outsourced services and retail sales operations. Founded in 1978 by Rex Maughan and based in Scottsdale, Arizona, Forever Living is a multi-billion dollar company with a presence in over 145 countries. It manufactures and sells dozens of exclusive, beneficial wellness products based on aloe vera. Director Ketan Kothari acted on the matter. Khaitan & Co has also advised Deutsche Bank AG in respect of the financial assistance by way of an external commercial borrowing of US$85 million availed by the Financial Technologies (India) Ltd and an offshore facility of US$115 million availed by FT Group Investments (Pvt) Ltd, an overseas subsidiary of Financial Technologies (India) Ltd for purposes of investment in subsidiaries or joint ventures of Financial Technologies (India) Ltd outside India. Partner Shishir Mehta acted on the matter. Latham & Watkins has represented China Shanshui Cement Group Ltd, one of the largest producers of clinker and cement in China, in respect of its offering of CNY1.5 billion 6.5 per cent senior notes due 2014. The transaction priced on 15 July 2011 and closed on 22 July 2011. BOC International, Credit Suisse, Deutsche Bank and UBS acted as joint lead managers and joint bookrunners of this offering. The senior notes are listed on the SGX-ST. Partner Eugene Lee led the transaction. Latham & Watkins has also advised the book running lead managers, comprising Citigroup Global Markets India Private Ltd, Enam Securities Private Ltd and Nomura Financial Advisory and Securities (India) Private Ltd, in respect of Apollo Hospitals Enterprise Ltd’s (Apollo Hospitals) approximately US$74 million 144A and Regulation S qualified institutional placement of approximately 6.66 million equity shares listed on the National Stock Exchange of India and the Bombay Stock Exchange. Apollo Hospitals is one of the largest private healthcare services providers in India. Partners Rajiv Gupta and Michael Sturrock led the transaction. Llinks has acted as PRC counsel for Macquarie as the sole sponsor in respect of the HKSE listing of Shunfeng Photovoltaic International Ltd (Shunfeng Photovoltaic) on 13 July 2011. Shunfeng Photovoltaic is a manufacturer of high-performance solar cells and related solar products with annual production capacity of 420MW whose main business is based in China. It is focused on the development and production of mono-crystalline solar cells and is planning to expand into multi-crystalline solar cells and silicon wafers in 2011. Majmudar & Co has acted as Indian counsel for The CAPITA Group Plc, a FTSE 100 outsourcing and professional services company headquartered in the UK, in respect of its acquisition of the call centre business of another UK-based group, Club24 Ltd (Ventura) and its Indian subsidiary. The deal was led by partner Rukshad Davar. Mayer Brown JSM has advised Mitsui OSK Lines Ltd (MOL) and China Shipping Development Company Ltd (CSD) in respect of a project for the acquisition, financing and long-term time charter of four liquefied natural gas carriers with a combined value of up to US$1 billion to be built by Hudong-Zhonghua Shipbuilding (Group) Co Ltd, a subsidiary of China State Shipbuilding Corporation. These are the first LNG vessels to be built for MOL and CSD in China and are expected to be delivered in 2015-2016. Partner Alastair MacAulay led the transaction. Orrick, Herrington & Sutcliffe has advised Intime Department Store (Group) Company Ltd, one of China’s largest department store operators, in respect of the offering of RMB1 billion 4.65 per cent guaranteed bonds due 2014 listed on the HKSE with a Regulation S placement to global investors. The dim sum bond offering, which took place on 19 July 2011, was jointly underwritten by Citicorp International Ltd, Nomura International plc and Industrial and Commercial Bank of China (Asia) Ltd. The proceeds will be used to finance future expansion, repayment of debt and for general corporate purposes. Partners Michelle Taylor and Edwin Luk led the transaction. Shearman & Sterling is representing Simcere Pharmaceutical Group (Simcere) in respect of its establishment of a strategic partnership with Merck & Co Inc, acting through an affiliate and known as Merck Sharp & Dohme Corp (MSD) outside the United States and Canada, focused on providing improved access to medicines in major therapeutic areas in China. The partnership includes an equity joint venture that will be owned 51 per cent by an affiliate of Merck and 49 per cent by Simcere or one of its affiliates. Simcere and MSD agreed the forms of agreements pursuant to which the JV will co-promote and distribute selected medicines from both companies. Partner Ling Huang led the transaction. Shook Lin & Bok’s Singapore office has acted for JK Yaming International Holdings Ltd in respect of the voluntary unconditional cash offer by CIMB Bank Berhad (Singapore Branch) for and on behalf of Luma Investments Ltd for approximately S$111.6 million (US$92.7m). Partner Wong Gang led the transaction. Slaughter and May is advising United Energy Group Ltd (UEG) in respect of a US$640 million acquisition finance facility with China Development Bank Hong Kong Branch as lender. The facility forms the main part of the funding to finance the group’s acquisition of most of BP’s upstream oil and gas businesses in Pakistan. The acquisition was approved by UEG shareholders on 15 July 2011. The group intends to complete the transaction within the third quarter of 2011. UEG is the first non-state-owned HKSE listed company to acquire oil and gas assets from BP. Partners Benita Yu and Peter Lake led the transaction. White & Case has advised GMR Energy (Singapore) Pte Ltd (formerly known as Island Power) on the S$1 billion greenfield financing of an 800-megawatt power project on Jurong Island, Singapore. The combined cycle power station will be fuelled by regassified LNG and is expected to start commercial operations in the fourth quarter of 2013. S$950 million worth of bank financing will be provided by a consortium comprising Standard Chartered Bank, CIMB, KfW, WestLB, National Australia Bank and Axis Bank. The team was led by Sebastian Buss and Nandan Nelivigi with support from partners Ken Hawkes, David Barwise and Nandakumar Ponniya. The lenders were advised by Norton Rose and Lee & Lee. Rajah & Tann advised Island Power. WongPartnership has acted for the arrangers and lenders in respect of a S$260 million (US$216m) facility to RCMS Properties Pte Ltd for the re-financing of outstanding debt and general working capital, secured over, inter alia, The Ritz Carlton, Millenia, Singapore. Partner Susan Wong acted on the matter. WongPartnership has also acted for Leighton Holdings Ltd, an Australian construction giant on its rollout plan in Singapore, in respect of the agreement between Leighton and Alcatel-Lucent to build a 4,800km submarine cable network between Singapore and Perth. Partner Lam Chung Nian acted on the matter. |
Deals – 21 July 2011
Allen & Gledhill has advised CapitaCommercial Trust (CCT) and CapitaMall Trust (CMT) as sponsors in respect of the issue by Silver Oak Ltd of US$645 million Class A secured floating rate notes due 2018 as the second series of commercial mortgage-backed securities under its S$10 billion (US$8.24b) secured medium term note programme. Established in 2006, the programme is backed by, inter alia, a mortgage over Raffles City Singapore. The proceeds were on-lent to RCS Trust, an unlisted unit trust 60 per cent of which is held by CCT and 40 per cent by CMT. Partners Margaret Chin, Magdalene Leong, Cara Chan, Eudora Tan and Fock Kah Yan acted on the matter.
Allen & Gledhill has also advised Singapore Telecommunications Ltd (SingTel) and its subsidiary SingTel Group Treasury Pte Ltd in respect of an agreement for a three year S$2.16 billion (US$1.78b) committed revolving credit facility with 12 banks for general corporate purposes. The 12 banks comprise Australia and New Zealand Banking Group Ltd, Bank of America NA, The Bank of Tokyo-Mitsubishi UFJ Ltd, Citibank NA, Deutsche Bank AG, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Mizuho Corporate Bank Ltd, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation and United Overseas Bank Ltd. The facility is guaranteed by SingTel. Partners Kok Chee Wai and Ellis Tang acted on the matter. Allens Arthur Robinson has acted for Frasers Property Australia, the Australasian division of international property development company Frasers Property, in respect of its joint venture with Japanese property developer Sekisui House to develop the A$2 billion (US$2.14b), 5.8 hectare mixed-use Central Park site at Broadway. Central Park is an iconic project for Sydney which will make the southern end of the city’s CBD a world-leading urban destination. Partners Alan Maxton, Mark Stubbings and Tony Sheehan led the transaction whilst Holding Redlich, led by partners Neville Allen and Carolyn Chudleigh, acted for Frasers on substantial due diligence aspects and FIRB requirements necessary for the JV deal. Blake Dawson acted for Sekisui House. Amarchand & Mangaldas & Suresh A Shroff & Co has advised GMR Group’s airport holding company, GMR Airports Holding Ltd (GAH), in respect of raising approximately US$131 million from private equity investors led by Standard Chartered Private Equity. The GMR Group, through GAH, holds stakes in airports, including Delhi International Airport and the Hyderabad International Airport. Partner Jatin Aneja led the transaction which closed on 6 July 2011. The deal is the second round of investment in GAH this year. The first round of investment by Macquarie SBI Infrastructure Investments 1 Ltd (on which the firm also advised GMR), for approximately US$ 200 million was closed on 31 March 2011. AZB & Partners has advised JM Financial Products Ltd and JM Financial Investment Managers Ltd (JM) in respect of JM’s acquisition of 100 per cent of the equity share capital of CR Retail Malls (India) Limited, a wholly owned subsidiary of PVR Limited (PVR), from PVR for approximately US$9 million. Partner Sai Krishna Bharathan led the transaction which was completed on 18 May 2011. AZB & Partners has also advised Tata Steel Ltd in respect of its sale of 51 per cent of the equity share capital of Tata Refractories Ltd to Krosaki Harima Corporation for approximately US$131 million. Partner Shameek Chaudhuri led the transaction which was completed on 31 May 2011. Baker & McKenzie has acted as Thai and US law counsel to the joint underwriters – The Hongkong and Shanghai Banking Corporation Ltd (Bangkok Branch), Krung Thai Bank Public Company Ltd, The Siam Commercial Bank Public Company Ltd and KASIKORNBANK Public Company Ltd – in respect of the issuance of 10-year 1.2 per cent inflation-linked bonds by the Ministry of Finance of Thailand. The THB40 billion (US$1.34b) bond offering marked the first inflation-linked bond in Thailand and also in Southeast Asia. The bonds were offered domestically in Thailand and internationally under Regulation S of the US Securities Act of 1933. The firm’s advisory team was led from Thailand by partner Viroj Piyawattanametha and from Singapore by partner Yeo Jih-Shian from Baker & McKenzie.Wong & Leow, member firm of Baker & McKenzie in Singapore. Clayton Utz has advised Australian financial advisory firm Shadforth Financial Group Holdings Ltd in respect of its A$240 million (US$257m) merger with ASX-listed financial services company Snowball Group Ltd. The transaction was announced on 26 May 2011, became unconditional on 27 June 2011, and closed on 8 July 2011. The merger was effected as a reverse takeover, with Snowball shareholders receiving 2.15 Snowball shares for each Shadforth share, resulting in the issue of approximately 515.7 million new Snowball shares. On completion, Shadforth shareholders will own 71 per cent of the merged entity, which will have more than A$14.3 billion (US$15.3b) in funds under advice, administration and management. Partner Andrew Hay led the transaction. Clifford Chance has advised CIMB, Citi, HSBC and Maybank as joint lead managers and joint bookrunners in respect of the US$2 billion dual-tranche sukukal-wakala transaction for the Government of Malaysia. The dual-tranche consists of US$1.2 billion five year 2.991 per cent sukuk-al-wakala certificates and US$800 million 10 year 4.646 per cent sukuk-al-wakala certificates. The transaction is the largest dual-tranche global sovereign US dollar sukuk ever issued and the first global sovereign US$ sukuk for 2011. The sukuk certificates were issued through a special purpose vehicle, Wakala Global Sukuk Berhad (the trustee). Partner Stewart Dunlop led the transaction whilst a separate team in Hong Kong comprising Anthony Oakes and James Booth advised Citicorp International Ltd in its capacity as delegate. Kadir Andri & Partners advised the joint lead managers as to Malaysian law. Fangda has advised the Carlyle-sponsored RMB fund Carlyle Beijing Partners Fund LP in respect of its application for filing with the National Development and Reform Commission (NDRC). The transaction represents the first successful NDRC filing by a major global fund manager. The firm’s team was led by partner Richard Guo. Fangda has also represented the Series A and Series B investors in their investments in Meituan.com, a first tier group purchase website in China. The investors are led by Sequoia and Alibaba. The deal size of these two rounds of investments totals US$70 million. The firm’s team was led by partner Doris Tang. HopgoodGanim has advised Metallica Minerals Ltd in respect of its successful fully underwritten renounceable rights issue to raise approximately A$4.9 million (US$5.3m), which closed on 8 July 2011. The rights issue was fully underwritten by RBS Morgans Corporate Ltd. Metallica Minerals will use the funds raised to advance its Nornico nickel-cobalt-scandium project in Queensland and its mineral sands projects. Partner Michael Hansel led the transaction. Khaitan & Co has advised Mahindra & Mahindra (M&M) in respect of the issue of cyber squatting in relation to the domain name mahindraglobal.com. The firm advised in relation to preparing and issuing a warning letter on the cyber squatter; preparing and filing a complaint with World Intellectual Property Organization (WIPO) Arbitration and Mediation Centre; initiating the WIPO proceedings as per the Uniform Dispute Resolution Policy; and subsequently obtaining the transfer of the domain name mahindraglobal.com to M&M. M&M is one of the largest manufacturers of wholesales utility vehicles, light commercial vehicles, three wheelers, agricultural tractors, industrial machinery and farm equipment. Executive director Jose Madan acted on the matter. Khaitan & Co has also acted for Lafarge Umiam Mining Pvt Ltd in respect of securing a favourable order from the Supreme Court directing the Ministry of Environment & Forest to grant forest clearance to Lafarge to mine limestone in Meghalaya. Lafarge is a 100 per cent subsidiary of Lafarge Surma Cement Ltd which established a plant at Chhatak, Bangladesh with a captive limestone mine at Nongtrai village, Meghalaya, taken on lease by Lafarge. However, Lafarge was directed to stop mining on the premise that forest clearance under Section 2 of the Forest (Conservation) Act 1980 has not been obtained by Lafarge. The decision was considered a landmark judgment in the context of environment and mining, especially for projects involving use of forest land for non-forest purposes. Partner Sanjeev Kapoor acted on the matter. Luthra & Luthra Law Offices have advised on the investment of 250 crores (US$56.2m) by the private equity arm of Standard Chartered Bank in RJ Corp’s Varun Beverages International (Varun) for a minority stake. Varun is a part of the Ravi Jaipuria-promoted RJ Corp group, known for being PepsiCo’s biggest bottler in South Asia. The funds will be used to expand PepsiCo’s bottling businesses in India and overseas markets of Morocco, Nepal and Sri Lanka. Standard Chartered PE expects the company to leverage the huge growth opportunity for PepsiCo in India and Africa. Managing associate Nivedita Tiwari led the transaction. Majmudar & Co has advised Encore Operating Partners and 1886 Investments Ltd, the investment arm of Commonwealth Education Trust UK, in respect of their funding provided to Bangalore-based start-up Globals ITeS Pvt Ltd, which develops technology solutions for the education space. Global ITes will offload 26 per cent stake to Encore Operating Partners and another 12 per cent to 1886 Investments Ltd. The firm’s team was headed by partner Raja Sujith. Mori Hamada & Matsumoto is advising Mitsubishi UFJ Morgan Stanley Securities Co Ltd as the underwriter in respect of the issue on 11 July 2011 by Japanese electronics parts manufacturer Elpida Memory Inc of 57.27 million new shares by public offering; secondary offering of 2.73 million shares of common stock; and, the issuance of convertible bonds (bonds with stock acquisition rights, tenkan shasaigata shinkabu yoyakuken-tsuki shasai). The estimated total value of its new shares is US$660 million whilst the value of its convertible bonds to be issued is US$350 million. Partner Toru Ishiguro is leading the transaction. Norton Rose Group has advised Korean company SSCP Co Ltd in respect of the envisaged sale of its majority shareholding in Schramm Holding AG Offenbach Germany to Dutch AkzoNobel Group. In this context, SSCP also agreed with AkzoNobel on the sale of its Korean industrial coatings business. The sale of the majority share in Schramm Holding AG corresponds to a market capitalisation of around €142 million (US$202.3m). SSCP has already bindingly declared to sell its majority share in Schramm Holding AG in the amount of 70.5 per cent to AkzoNobel on those conditions. The firm’s advisory team included partners Dr. Michael Malterer, Igsaan Varachia, Jamie Nowak, Christian Filippitsch, Liza Lee and Marc Waha. Shin & Kim advised the Korean seller SSCP. AkzoNobel was advised by a team from Mayer Brown led by partner Stephan Gittermann as well as Kim & Chang. Schramm Holding AG was advised by DLA Piper. Paul, Weiss has acted as international counsel for US private equity fund Capital International in respect of its INR3.3 billion rupees (US$ $75m) investment through a share placement in L&T Finance Holdings (L&T), ahead of an IPO scheduled to take place in the second half of July. L&T, the holding company for the financial services business of Indian engineering conglomerate Larsen & Toubro, operates through four units that manage the mutual fund, asset financing, infrastructure financing and working capital funding businesses. Partners Jack Lange and Jeffrey Samuels led the transaction. Wadia Ghandy and Co, led by partner Ankit Majmudar, acted as Indian counsel on the transaction. Rajah & Tann has advised SGX ST listed CapitaMalls Asia Limited (CMA) in respect of its joint venture with CapitaMall Trust (CMT), CapitaLand Limited (CL) to tender for and develop a mixed retail-office development at the Jurong Gateway Site at Boon Lay Way. The Jurong Gateway Site was awarded to the JV at the tender price of approximately S$969 million (US$799m) by the Urban Redevelopment Authority of Singapore. The total development cost of the project is expected to be about S$1.5 billion (US$1.24b). Therefore, the value of the deal (based on CMA’s 50% share in the project) is approximately S$750 million (US$618.4m). Partners Soon Choo Hock, Goh Kian Hwee, Cynthia Goh and Yap Chew Fern acted on the transaction which was completed on 27 June 2011. Shook Lin & Bok acted for HSBC Institutional Trust Services (Singapore) Ltd as trustee of CMT whilst Rodyk & Davidson acted for CL. WongPartnership has acted for Baring Private Equity Asia Pte Ltd (BPEA), a significant selling shareholder in Hsu Fu Chi International Ltd (Hsu Fu Chi), in respect of the acquisition by Nestlé SA of 60 per cent in Hsu Fu Chi through the purchase of (i) a 43.52 per cent interest (including the 16.5 per cent stake held by BPEA) by way of a scheme of arrangement under Section 86 of the Cayman Companies Law (2010 Revision), and (ii) a 16.48 per cent interest from certain majority shareholders of the company. The acquisition values the company at approximately S$2.1 billion (US$1.7bb. Partners Ng Wai King and Tay Liam Kheng acted on the matter. WongPartnership has also acted for DBS Bank Ltd and China International Capital Corporation (Singapore) Pte Ltd in respect of the private placement by CapitaRetail China Trust (CRCT) of approximately 59.8 million new units in CRCT to raise gross proceeds of approximately S$70 million (US$57.7m), in order to finance the acquisition of New Minzhong Leyuan Mall by CRCT. Partners Rachel Eng and Colin Ong acted on the matter. |
Deals – 14 July 2011
Allens Arthur Robinson has advised global investment management organisation Franklin Resources Inc’s Australian subsidiary, Franklin Templeton Investments Australia (Franklin Templeton), in respect of its acquisition of Australian equities manager Balanced Equity Management (BEM). The deal grows Franklin Templeton’s Australian business to approximately A$17 billion (US$18.3b) in assets under management. Partners Penny Nikoloudis and Mark Malinas led the transaction whilst Morrison & Foerster acted as US counsel. Mallesons Stephen Jaques advised BEM.
Amarchand Mangaldas has advised Jain Group in respect of its acquisition of 100 per cent of the equity capital of Sumel Housing Finance Private Ltd from the existing shareholders. Partner Harry Chawla led the transaction. AZB & Partners has advised Essar Communications Ltd and Essar Com Ltd in respect of the sale of their 22 per cent shareholding in VEL to Euro Pacific Securities Ltd, an affiliate of Vodafone International Holdings BV. The deal was completed on 1 July 2011 and was valued at approximately US$4.2 billion. Partner Shameek Chaudhuri led the transaction. AZB & Partners has also advised Kokuyo S&T Co Ltd, 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 up to a further 20 per cent by way of a take over offer. The deal was completed on 8 July 2011 and was valued at approximately US$47 million. This consideration above does not include the consideration for the purchase of equity shares as a part of the open offer, which could be up to US$ 33 million, assuming a maximum 20 per cent of the shareholding is tendered in the open offer. Partner Alka Nalavadi led the transaction. Colin Ng & Partners has advised Catalist listed Equation Corp Ltd (Equation) in respect of the US$3 million acquisition of three vessels by its subsidiary, Equation Resources Pte Ltd (ERPL), from Fulink Investment Pte Ltd (Fulink) in consideration for the placement of approximately 74.4 million shares in Equation to Fulink. The deal was completed on 30 June 2011. ERPL, whose core business is in the supply and trading of construction materials, will deploy the vessels for the transport of construction materials from overseas to Singapore or to provide transport for third party goods. Partner Gregory Chan led the transaction. De Brauw Blackstone Westbroek has advised Zhejiang Youngman Lotus Automobile Co Ltd (Youngman) in respect of its joint venture with Swedish Automobile NV and Pang Da Automobile Trade Co Ltd. The transaction involved the subscription for new shares in Swedish Automobile by Youngman and Pang Da, and the shareholders agreement among Youngman, Victor Muller and Pang Da. The deal became public on 4 July 2011 and was valued at more than €5 million (US$7m). Partners Paul Cronheim and Martin van Olffen led the transaction whilst Zhonglun W&D acted as Chinese counsel. Allen & Overy advised Swedish Automobile NV and Victor Muller whilst Linklaters advised Pang Da. DLA Piper has advised Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI) and commercial bank lenders in respect of a US$1.5 billion advance pay structured financing facility to Venezuela’s national oil company, Petroleos de Venezuela SA (PDVSA). The deal, which was signed on 28 June 2011, relates to two projects in Venezuela: the El Palito Refinery and Puerto La Cruz Refinery projects. The financing will be secured by revenues from long term offtake agreements for oil and oil products by Japanese trading houses led by ITOCHU Corporation and Mitsubishi Corporation. Partner David Robbins led the transaction. The trading houses were represented by Milbank, Tweed, Hadley & McCloy and Rodriguez & Mendoza whilst PDVSA was represented by Arnold & Porter. Venezuelan counsel for the senior lenders was Caracas based D’Empaire Reyna Abogados led by partner Carlos Omana. Fangda has acted as PRC counsel for the underwriters (composed of Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corporation Ltd, Morgan Stanley Asia Ltd and several other underwriters) in respect of the IPO of Samsonite International SA (Samsonite) in Hong Kong and Rule 144A /Regulation S offering of approximately 671.2 million ordinary shares. Samsonite is one of the world’s largest travel luggage companies with a 100-year heritage. The deal size is approximately HK$9.73 billion (US$1.25 billion), excluding the full exercise of the over-allotment option. The firm’s team was led by partner Jeffrey Ding. Herbert Smith has advised the arrangers in respect of one of the US$800 million dual-currency, six-year sales of future receipts from Salik, Dubai’s toll road system, to finance infrastructure projects across the Emirate. The mandated lead arrangers and bookrunners were Citi, Commercial Bank of Dubai, Dubai Islamic Bank and Emirates NBD. Citi was also the structuring advisor. The deal includes both a conventional and Islamic tranche. Syndication of the facilities occurred on 5 July 2011. Proceeds from the facilities will be used to support projects under the Roads and Transport Authority. Partners Matthew Job and Nadim Khan led the transaction. Khaitan & Co has advised Kale Consultants Ltd (Kale) in respect of the sale of 49 per cent stake in privately held Synetairos Technologies Ltd to Chennai-based company Saksoft Ltd. Kale is a solutions provider to the global airline and travel industry. Partner Vaishali Sharma acted on the transaction. Khaitan & Co has also advised Total SA France in respect of the sale of the coatings resins businesses of Cray Valley (Europe, Asia, South Africa) and Cook Composite Polymers (United States), as well as the photocure resins of Sartomer (Europe, United States, Asia) to Arkema SA France for over US$ 700 million. Arkema’s acquisition from Total has been approved by the antitrust authorities in all countries concerned and is now final. TOTAL SA is a French multinational oil and gas company and is the 3rd largest oil company in Europe whilst Arkema SA France is a global chemical company and one of France’s leading chemicals producers. Partner Rabindra Jhunjhunwala advised on the transaction. Paul, Hastings, Janofsky & Walker has advised SGX listed Treasury China Trust, an owner, developer and manager of commercial real estate in China, in respect of its acquisition and financing of the Huai Hai Mall complex in Shanghai, China. Partner Joel Rothstein led the transaction. Shook Lin & Bok’s Singapore office has advised Mitsubishi UFJ Securities International plc, the lead manager and dealer, in respect of F&N Treasury Pte Ltd’s issue of S$50 million (US$41m) floating rate notes due 2018 under its S$2 billion (US$1.64b) multicurrency medium term note programme. The notes were unconditionally and irrevocably guaranteed by Fraser & Neave Ltd. Partner Marilyn See led the transaction. Stephenson Harwood has advised Pembroke Group Ltd in respect of the sale and leaseback of two A330-300 aircraft to Malaysian Airlines System Bhd (MAS). Pembroke is the aircraft leasing, financing and lease management subsidiary of Standard Chartered Bank (SCB). The financing for this transaction was solely arranged, underwritten and funded internally by SCB. The transaction represents the first sale and leaseback transaction between SCB and MAS. The sale and leaseback was structured over a 12-year period to provide MAS with flexibility in fleet planning, in line with its lease strategy. Partner Asheesh Das led the transaction. Vinson & Elkins has represented SM Energy Company in respect of a joint venture transaction with a subsidiary of Mitsui & Co Ltd concerning the acquisition by Mtisui of a 12.5 per cent working interest in SM Energy’s non-operated Eagle Ford shale assets. SM Energy will be carried on 90 per cent of its drilling and completion costs in this acreage until US$680 million has been exhausted for the benefit of SM Energy. Partners Robin Fredrickson and Jeff Munoz led the transaction. WongPartnership has advised Media Development Authority (MDA) in respect of a research collaboration investment agreement in the development of a new research centre for the enhancement of 3D technology funded by the Nanyang Technological University, MDA and Fraunhofer, one of Europe’s largest research organisations. Partner Lam Chung Nian acted on the matter. WongPartnership has also acted for Asiawide Agri Holdings Pte Ltd in respect of its subscription for approximately 318.2 million preference shares in Riverina Oils & Bio Energy (Singapore) Pte Ltd (ROBE Singapore), representing approximately 24.75 per cent of the enlarged issued share capital of ROBE Singapore. Partners Andrew Ang and Dawn Law acted on the matter. |
Deals – 7 July 2011
Allen & Gledhill is advising CapitaRetail China Fund Management Pte Ltd (CCFM), as manager of CapitaMalls China Income Fund (CCIF), in respect of CCFM’s offer of up to 300 million units constituting undivided interests in CCIF at an offer price of US$1.00 per unit to the unitholders of CCIF. This will, inter alia, fund the Jinniu Mall and Fucheng Mall Phase II Developments and the acquisition of Longzhimeng Hongkou. The size of the fund may be further increased by up to US$300 million. Partners Jerry Koh and Long Pee Hua are leading the transaction.
Allen & Gledhill is also advising CitySpring Infrastructure Management Pte Ltd, as trustee-manager of CitySpring Infrastructure Trust (CSIT), in respect of CSIT’s S$210.2 million (US$171.2m) rights issue. Temasek Holdings (Private Ltd), through its wholly-owned subsidiary Bartley Investments Pte Ltd, undertook to subscribe to 85 per cent of the rights issue whilst the remaining 15 per cent will be underwritten by DBS Bank Ltd, Goldman Sachs (Singapore) Pte and Morgan Stanley Asia (Singapore) Pte. Partners Prawiro Widjaja and Bernie Lee are leading the transaction. Advising Temasek Holdings (Private Ltd) are partners Lim Mei, Sharon Wee, Lee Kee Yeng and Lynn Ho. Allens Arthur Robinson has advised public infrastructure investor, developer and operator Plenary Group in respect of a public-private partnership project to deliver Defence Force accommodation at 14 military bases across Australia. The firm advised on its contractual and financial arrangements for Phase 2 of the Department of Defence’s A$900 million (US$962m) Single LEAP project. The agreements were concluded on 28 June 2011. Plenary Group has partnered with a consortium of regional construction firms and ESS Support Services Worldwide to finance, design, construct, operate and maintain 3,015 accommodation units for the 30-year term of the contract. Partners Emma Warren, James Darcy, Anthony Arrow and Leighton O’Brien led the transaction. Allens Arthur Robinson has also advised GIC Real Estate Pte Ltd, the real estate arm of the Government of Singapore Investment Corporation, in respect of the establishment of an industrial logistics joint venture with Australian residential, commercial and industrial property developer Australand. The JV, which has a target investment value of about A$450 million (US$481m), involved GIC acquiring from Australand an 80.1 per cent indirect interest in an initial portfolio of eight premium industrial assets, sourced from Australand’s existing portfolio. Partner Nicholas Cowie led the transaction. Clifford Chance has advised the principal investments division of HSBC in respect of its investment in Avitel Post Studioz Ltd. HSBC PI Asia, the Asian division of the bank’s global private equity business, invested US$60 million to acquire a significant minority equity interest in Avitel, a film production and post-production company incorporated in India. Partner Andrew Whan led the transaction. HopgoodGanim has advised Arrow Energy in respect of its purchase of ERM Power Ltd’s remaining 25.05 per cent interest in and take over of the operations of the Braemar 2 power station for A$66.1 million (US$70.7m). Arrow Energy already held 74.95 per cent after purchasing a 50 per cent interest in 2008 and a 24.95 per cent interest in 2009 in the Queensland plant (the latter from ERM Power). ERM Power led the development of Braemar 2, which began commercial operations in July 2009. Braemar 2 is a 519 MW open cycle gas turbine peaking power station in Queensland. Revenues for the power station are underpinned by an electricity hedge agreement with Origin Energy. Partner Michael Hansel led the transaction. HopgoodGanim has also advised Buccaneer Energy Ltd in respect of its placement of approximately 194 million ordinary shares to raise A13.5 million (US$14.4m) from institutional and professional investors. The equity raising, which was announced on 4 July 2011, involved the placement of approximately 97 million shortfall shares from the Share Purchase Plan (SPP) and an additional placement of approximately 97 million ordinary shares. The SPP raised an additional A$7.3 million (US$7.8m) and the subsequent placement agreement, combined with the SPP, will raise approximately A$20 million (US$21.4m) for the company. The equity raising will be applied towards the company’s current projects and working capital. Helmsec Global Capital Ltd acted as lead manager. Partner Nicole Radice led the transaction. Khaitan & Co has advised CESC Ltd and its wholly owned subsidiary Bantal Singapore Pte Ltd (Bantal) in respect of Bantal’s acquisition of a 4.64 per cent stake in Resource Generation Ltd (RGL) for A$10 million (US$10.7m). Concurrently with Bantal’s subscription, ICML has amended the terms of a coal supply agreement executed in September 2010 to significantly increase the coal off-take from RGL’s Boikarabelo mines in South Africa from 38 metric tonnes over 20 years to 138 metric tonnes over 38 years. CESC Ltd and ICML are related companies, part of the RPG Group and engaged inter alia in power generation and mining activities. Partners Haigreve Khaitan and Rajat Mukherjee led the transaction. Khaitan & Co has also advised the Welspun Group in respect of the proposed investment of approximately US$500 million by funds affiliated with Apollo Global Management LLC in Welspun Corp Ltd, Welspun Maxsteel Ltd and Welspun Infratech Ltd. The US$3 billion Welspun Group has a global leadership position in line pipe and home textiles. Partners Haigreve Khaitan and Anand Mehta led the transaction. Latham & Watkins has advised Marubeni Corporation (Marubeni) in respect of its joint venture agreement with PT Supreme Energy and GDF Suez SA for the development and construction of a geothermal power plant in South Sumatra, Indonesia. Marubeni acquired a 35 per cent stake in the project. The consortium will develop the geothermal resources in the Rantau Dedap region, construct a 220MW power project, and negotiate the Power Purchase Agreement with the state-owned electricity company PT PLN (Persero). The project, costing approximately US$800 million, is part of the Indonesian government’s second 10,000MW accelerated electricity development program and will contribute to meeting the rising demand for renewable energy. The transaction was led by partner Michael Yoshii. Majmudar & Co has acted as Indian legal counsel to Bank of India’s London branch, Union Bank of India Hong Kong Branch, Canara Bank London Branch and Export-Import Bank of India in respect of an external commercial borrowing transaction in which the banks extended a term loan of US$73.5 million to Responsive Industries Ltd India for part financing of its proposed expansion project at Boisar, District Thane and to enhance its production capacity in PVC leather cloth segment and vinyl flooring product segment. The transaction was led by partner Akil Hirani. Majmudar & Co has also acted as Indian legal counsel to Bank of India’s London branch in respect of a term loan facility of US$80 million extended to BVI incorporated company Atlantic Bluewater Services Ltd, a joint venture of Atlantic Bluewater Investments Ltd BVI, Sterling Biotech Ltd India and Sterling Oil Resources Ltd India for the construction of a crude oil off-take terminal at Osemoku, Ndokwa East LGA in Delta State, Nigeria. The transaction was also led by partner Akil Hirani. Mayer Brown JSM has advised integrated Indonesian energy group PT Indika Energy Tbk in respect of the exchange offer of up to US$185 million of Indo Integrated Energy BV’s 8.5 per cent senior notes due 2012 for Indo Energy Finance BV’s 7 per cent senior notes due 2018, together with simultaneous consent solicitations for the 2012 notes and Indo Integrated Energy II BVs 9.75 per cent senior notes due 2016 and new money issue of US$115 million. The transaction, which involved the simultaneous launch of four related transactions, represented one of the most innovative liability management transactions in Asia this year. Citigroup Global Markets Ltd acted as sole global coordinator whilst Citi, Goldman Sachs, Standard Chartered Bank and UBS were joint lead managers and bookrunners. Partner Jason T Elder led the transaction. Mayer Brown JSM has also advised Beijing Enterprises Water Group Ltd (BEWGL) in respect of its issue of 1 billion 3.75 per cent senior Renminbi denominated bonds due 2014 and 450 million 5 per cent senior Renminbi denominated bonds due 2016. BEWGL, an HKSE-listed holding company backed indirectly by the Beijing Municipal Government, focuses on water and water treatment in Beijing and other parts of Mainland China. The deal, arranged by BofA Merrill Lynch, DBS Bank Ltd, Goldman Sachs (Asia) LLC, Macquarie, Morgan Stanley and Standard Chartered Bank (Hong Kong) Ltd, was completed on 30 June 2011. Net proceeds from the issue of the “dim sum” bonds will be remitted as shareholder loans to support the financial capital expenditure and general working capital of the issuer’s PRC subsidiaries. The transaction was led by partners Ben Sandstad and Jeckle Chiu. Minter Ellison has acted as Australian counsel to Chinese agribusiness company COFCO Corporation in respect of its acquisition of control of Tully Sugar Ltd. It now holds more than 60 per cent of the Queensland sugar mill, paying A$44 (US$47) per share. COFCO launched its takeover bid in May 2011. Shareholders in Tully Sugar recently voted to change the company’s constitution to allow a shareholder to own more than 20 per cent. This allowed the COFCO bid to proceed. Partners Marcus Best and Bruce Cowley led the advisory team. McCullough Robertson advised Tully Sugar. Morgan Lewis has advised Mitsui & Co Ltd in respect of its agreement, through its subsidiary Mitsui E&P Texas LP, with SM Energy Company (SME) to acquire a 12.5 per cent working interest in SME’s Eagle Ford property in Texas, which is approximately 47,000 net acres and includes 39,000 net acres of Eagle Ford Shale. The transaction, valued at approximately US$680 million, was led by partners David Asmus and Michael King whilst TMI Associates, the firm’s joint venture partner in Japan, advised on the Japanese aspects of the transaction. Nishith Desai Associates has advised Everest Capital (M) Ltd, a Mauritius-based entity registered with SEBI as a foreign venture capital investor and a part of offshore private equity fund Asia Pacific Capital, in respect of its definitive agreements and proposal to acquire a significant stake in Birla Surya Ltd, a part of the diversified conglomerate Yash Birla Group in India. Birla Surya Ltd will undertake construction, development and setting up of a greenfield facility for manufacturing of multi crystalline silicon solar photovoltaic cells, fabrication of multi-crystalline silicon wafers and other related products using solar grade silicon in India. Nishith Desai Associates has also advised Blackstone GPV Capital Partners Mauritius V-B Ltd in respect of the sale of its stake in SKR BPO Services Private Ltd to UK’s Serco Group for around £385 million (US$616.2m). SKR BPO Services is the holding company of Intelenet, one of the largest companies in the BPO space in India. Paul, Hastings, Janofsky & Walker has advised the joint bookrunners in respect of Lotte Shopping’s US$900 million dual-currency convertible bond. Lotte Shopping is one of South Korea’s biggest retailers and a market leader in both department stores and discount stores. The deal consisted of US$500 million dollar-denominated bonds and US$400 million yen-denominated bonds, both with a five-year maturity and a three-year put. The transaction marks the largest convertible bond issuance in Asia ex-Japan to date this year. Partners Daniel Kim, David Grimm and Christian Parker led the transaction. Rajah & Tann has acted as Singapore counsel to SGX ST listed CWT Ltd (CWT), a global provider of integrated logistics solutions, in respect of its acquisition of a controlling stake in MRI Trading AG for approximately US$94 million. Switzerland based MRI Trading engages in marketing copper, zinc, and lead non-ferrous concentrates and metals, as well as gold, molybdenum concentrates, and cobalt concentrates/metals to smelting and processing customers globally. Partners Chia Kim Huat and Danny Lim led the transaction whilst O’Melveny & Myers acted as transaction counsel for CWT. Rued Winkler Partner acted in the legal due diligence of the target whilst KPMG acted for CWT in the financial due diligence of the target. Rajah & Tann has also advised a syndicate of 12 banks, including Australia and New Zealand Banking Group Ltd, Bank of America NA, The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch and Citibank NA Singapore Branch, as lenders in respect of the S$2.16 billion (US$1.76b) syndicated revolving credit facility to finance SingTel Group Treasury Pte Ltd’s general corporate purposes and to refinance its existing facilities. The credit facility is secured by a corporate guarantee granted by Singapore Telecommunications Ltd. Partner Angela Lim led the transaction which was announced on 30 June 2011. Allen & Gledhill acted as counsel for SingTel. Shook Lin & Bok’s Singapore office has acted for Employees Provident Fund of Malaysia (EPF) in respect of the joint venture with SGX-listed developer GuocoLand Ltd and its subsidiaries (GLL Group), in relation to GLL Group’s S$3.2 billion (US$2.6b) commercial, hotel and residential land development project at a prime location in the heart of the city centre at Tanjong Pagar, the southern gateway to Singapore’s Central Business District. This is EPF’s first direct property investment deal in Singapore. Slaughter and May has advised the Hong Kong Monetary Authority in respect of the establishment of the Hong Kong Government’s Hong Kong dollar retail bond issuance programme, and on the first issuance under the programme comprising up to HK$10 billion (US$1.3b) in principal amount of inflation-linked ‘iBonds’ due 2014. The iBonds pay a coupon linked to the Composite Consumer Price Index, are available to retail investors resident in Hong Kong and will be listed on the HKSE. Up to HK$100 billion (US$13b) in principal amount may be outstanding in total at any time under the retail bond issuance programme and the related Hong Kong dollar institutional bond issuance programme. Partner Lisa Chung led the transaction. Watson, Farley & Williams’s Singapore office has advised Standard Chartered Bank and DBS Bank Ltd as mandated lead arrangers and bookrunners in respect of a US$276 million syndicated financing to ECOM Agroindustrial Asia Pte Ltd and ECOM Agroindustrial Corp Ltd, two members of the multi-national commodities trading group ECOM. Five other members of the ECOM group provided guarantees in support of the facility, which was heavily oversubscribed by a syndicate of 16 banks and upsized from US$125 million. The facility will be used towards the working capital and general corporate purposes of the ECOM group. Partner Josh Clarke led the transactions. WongPartnership has advised Olam International Ltd in respect of its S$740 million (US$602.5m) three-tranche equity fund raising exercise comprising (i) a S$245.5 million (US$200m) private placement of 94.4 million ordinary shares to institutional and other investors; (ii) a S$249 million (US$203m) pro rata non-renounceable preferential offering of approximately 97.3 ordinary shares to existing shareholders; and (iii) a separate but concurrent S$245.5 million (US$200m) private placement of 94.4 million ordinary shares to an indirect subsidiary of Temasek Holdings (Private) Ltd. Partners Rachel Eng and Colin Ong acted on the matter. WongPartnership has also acted for DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd (HSBC Bank) and Standard Chartered Bank in respect of a commercial mortgaged back securitization transaction comprising the issue of US$465 million secured floating rate notes out of an existing S$10 billion medium term note programme and the granting of separate term loan and revolving credit facilities. The transaction serves to refinance the existing notes issued under the same medium term note programme which was in turn the subject of a tender offer conducted by the issuer. Partners Hui Choon Yuen, Rosabel Ng, Goh Gin Ngee, Christy Anne Lim, Carol Anne Tan and Tan Shao Tong acted on the matter. |
Deals – 30 June 2011
Allen & Gledhill has advised Brookvale Investments Pte Ltd in respect of its acquisition of all the issued ordinary shares in the capital of Allgreen Properties Ltd (Allgreen) by way of a voluntary conditional cash offer at an offer price of S$1.60 (US$1.30) in cash per share to all Allgreen shareholders who accept the offer. The deal is valued at approximately S$2.54 billion (US$2.06b). Partners Lim Mei, Hilary Low and Lynn Ho led the transaction.
Allen & Gledhill has also provided Singapore law advice for DBS Bank Ltd as the manager and underwriter in respect of Spice i2i Ltd’s recently completed fully underwritten one-for-one renounceable rights issue to raise gross proceeds of approximately S$150.8 million (US$122.4m). Partner Leonard Ching led the transaction. In addition, Allen & Gledhill has provided Singapore law advice for Standard Chartered Bank as the lead manager and dealer in respect of Overseas Union Enterprise Ltd’s issue of S$300 million (US$243.5m) in aggregate principal amount of 4.3 per cent unsecured fixed rate notes due 2014 under its S$1 billion (US$812m) multicurrency medium term note programme. The notes have been listed on the SGX ST. Partners Margaret Chin and Daselin Ang led the transaction. Finally, Allen & Gledhill has advised M&C REIT Management Ltd (M&C REIT), as manager of CDL Hospitality Real Estate Investment Trust, in respect of its acquisition of Studio M Hotel Singapore for S$154 million (US$125m) from Republic Iconic Hotel Pte Ltd. M&C REIT also announced a master lease of Studio M Hotel Singapore to the vendor immediately upon the completion of the acquisition. Partners Jerry Koh, Ho Kin San and Chua Bor Jern led the transaction. Allens Arthur Robinson has advised Archer Capital in respect of the establishment of Australian Hospital Partners Pty Ltd and its acquisition of 100 per cent of Healthe Care Australia Pty Ltd from CHAMP Ventures, Healthe Holdings, ING Investment Management and BOS International (Australia) Ltd. The third-largest for-profit private hospital operator in Australia, Healthe Care operates 12 hospitals along the east coast, and a range of community nursing and workplace health services. Australian Hospital Partners, which is controlled by funds managed or advised by Archer Capital and the Healthe Care senior management team, will now run the Healthe Care hospitals. Partners Tom Story and Tom Highnam led the transaction. Baker & Mackenzie advised the vendors whilst Corrs acted for Australian Hospital Partners’ lenders. AZB & Partners has advised JATF V (Singapore) Pte Ltd (JAFCO) in respect of its acquisition of equity in CustomerXPS Software Private Ltd through Series A shares constituting approximately 28 per cent of the share capital of JAFCO. Customer Xps is an Indian private limited company which is engaged in the business of inter alia developing and producing real-time intelligent software for high transaction domains. The deal was valued up to US$4 million to be paid in two tranches, the first tranche of INR136.5 million (US$3m) has already been paid. The second tranche of investment of up to INR45.5 million (US$1m) will take place upon fulfillment of certain conditions. Partner Gautam Saha led the transaction. AZB & Partners has also advised Janalakshmi Financial Services Private Ltd in respect of the acquisition of a 10 per cent minority equity stake in the company by CVCI. Partner Srinath Dasari led the transaction which was completed on 21 June 2011. Baker & McKenzie has advised ARA Asset Management (Fortune) Ltd, as manager of Fortune Real Estate Investment Trust (Fortune REIT), in respect of a five-year term loan and revolving credit facilities of up to HK$3.8 billion (US$488.3m), comprising a HK$2.83 billion (US$363.6m) term loan facility and a HK$970 million (US$124.6m) revolving credit facility granted to Fortune REIT. Part of the new facilities was used to refinance existing facilities of HK$3.1 billion (US$398.3m) due in October 2013, and the balance will be used for financing the corporate funding requirements of Fortune REIT. Partners Milton Cheng and Stephen Eno co-led the transaction. Allen & Overy acted as Hong Kong legal counsel whilst Appleby acted as BVI legal counsel to the lenders. Shook Lin and Bok acted for the trustee. Baker & McKenzie has also represented Hugo Boss in respect of a domain name infringement case in the World Intellectual Property Organization (WIPO) Arbitration and Mediation Center, which was resolved in favour of Hugo Boss on 30 May 2011. The case involves the domain name “www.highboss.com”, which was registered by a Vietnamese resident who is the owner of a chain of the High Boss shoe stores in Vietnam. WIPO ruled in favor of Hugo Boss and ordered the transfer of the disputed domain name to Hugo Boss. Partner Tran Manh Hung led the Baker & McKenzie team. Davis Polk has advised Prada SpA in respect of its HK$16.7 billion (US$2.2b) IPO on the HKSE and global offering. Prada’s shares debuted on the HKSE on 24 June 2011, the first offering by an Italian company on the exchange. The global offering consisted of both primary and secondary shares. Banca IMI SpA, CLSA Ltd, Goldman Sachs (Asia) LLC and UniCredit Bank AG Milan Branch acted as joint bookrunners for the global offering. Partners James C Lin and John D Paton led the transaction whilst Slaughter & May advised on Hong Kong law, Bonelli Erede Pappalardo on Italian law and Jun He Law Offices on PRC law. The underwriters were advised by a team from Clifford Chance led by partners Virginia Lee, Amy Lo, Lee Coney, Filippo Emanuele and Alberta Figari, on Hong Kong, Italian and US laws, and by Fangda Partners on PRC law. De Brauw Blackstone Westbroek has acted as Dutch counsel for J&Partners LP (Cayman Island), a mining fund owned by Indonesian investors, in respect of the acquisition of Avocet BV from Avocet Mining plc. Avocet BV’s subsidiaries operate Malaysia’s largest gold mine Penjom. The transaction is part of J&Partners LP’s US$200 million acquisition of the South East Asian gold mining operations from Avocet Mining plc, a gold mining company listed on AIM in London and OSE in Oslo. Partner Geert Potjewijd led the transaction whilst K&L Gates (Singapore) acted as lead counsel, Susanto & Partners as Indonesian counsel, and Skrine as Malaysian counsel to J&Partners. Field Fisher Waterhouse (London) acted as lead counsel whilst Zaid Ibrahim & Co acted as Malaysian counsel to Avocet. Gide Loyrette Nouel has advised Capgemini Asia Pacific, part of the global Capgemini group (Capgemini), in respect of its acquisition of Praxis (Beijing) Technology Ltd (Praxis), a specialist developer and provider of IT services in China. The acquisition represents Capgemini’s first acquisition of a China based company and forms part of Capgemini’s strategy to expand its presence in China. The acquisition will enable Capgemini to enhance its IT service offering, including SAP services. The transaction will involve Capgemini acquiring 100 per cent of the shares in Praxis and is expected to close in mid to late 2011, following receipt of all relevant regulatory approvals and licences. Partner Thomas Urlacher led the transaction. IndusLaw has advised Helion Venture Partners India LLC, Canaan VIII Mauritius and Sequoia Capital India Growth Investments in respect of their purchase of the entire stake of Ajay Agrawal, one of the co-founders of UnitedLex Corporation for US$16 Million. UnitedLex is a global leader in providing technology powered legal and business solutions. The transaction represents one of the largest deals in the BPO space in recent years and shows the renewed confidence in the space. Partner Suneeth Katarki led the transaction. The seller was represented by Amarchand Mangaldas. Khaitan & Co has advised AGS Transact Technologies Ltd (AGS) in respect of the sale of its 20 per cent stake to TPG Group for approximately US$32.3 million. AGS is one of the leading outsourcers of automated teller machines in India, a segment which has seen some action from private equity players recently. Partner Anand Mehta and executive director Daksha Baxi led the transaction. Khaitan & Co has also advised Barclays Bank (H&B) Mauritius in respect of the acquisition of the entire shareholding in SKR BPO Services Private Ltd together by Serco group for US$634 million. Serco Group provides IT enabled services, BPO services, call centre and contact center services. SKR BPO Services Private Ltd is an investment company with stake in various outsourcing companies. Partners Murali Neelakantan and Kalpana Unadkat led the transaction. Lee & Ko has advised KoFC STIC Growth Champ 2010-2 Private Equity Fund managed by STIC Investments Inc in respect of its acquisition of redeemable convertible preferred shares and bonds with warrants newly issued by Ecopro Co Ltd for KRW30 billion (US$28m). Ecopro is listed on the KRX KOSDAQ Market and operates a portfolio of businesses consisting of environmental materials, chemical air filters, environmental systems and secondary batteries. Partners Dong Eun Kim and Je Won Lee led the firm’s advisory team. Lee & Ko has also advised DBI Holdings Investment Purpose Company Co Ltd, an acquisition vehicle managed by Corstone Private Equity Fund II, in respect of its recent acquisition of 100 per cent of Celltrion DBI for KRW13.5 billion (US$12.6m) from its shareholders, including its parent Celltrion group which is known for biopharmaceutical products. Celltrion DBI manufactures automobile parts, such as safety belt systems and steering wheels. Partner Je Won Lee led the firm’s advisory team. Legal Advisors, in association with Baker & McKenzie, has advised Al-Ittefaq Steel Products Company (ISPC) in respect of its restructuring of approximately SAR7.5 billion (US$2 billion) debt facilities and liabilities, comprising debt obligations to 18 local and regional banks. The transaction is one of the first and largest corporate debt restructurings in the KSA. The restructuring, which included the bank debt of both ISPC and the Al-Tuwairqi Group of Companies, is based on new long- term commercial and Islamic bank facilities and contemplates the payment of equal quarterly installments over a six-year period, with the outstanding amounts being fully paid as they fall due at the end of the sixth year. Partners Ian Siddell and Karim Nassar led the Baker & McKenzie advisory team. Nishith Desai Associates has advised INDIAREIT Fund, a real estate private equity fund, in respect of its recent joint venture with Ambience Group for the development of approximately 17.63 acres of land parcels in Gurgaon. Paul, Hastings, Janofsky & Walker has advised Energy Development Corporation (EDC), the Philippines’ largest producer of geothermal energy, in respect of its new US$75 million term loan facility provided by International Finance Corporation (IFC). The new loan has a tenor of 15 years and the proceeds will be used by EDC to finance its medium-term capital expenditure program. This new loan follows a PHP4.1 billion (US$95m) term loan provided by IFC in 2008, on which the firm also advised EDC. Partner Patricia Tan Openshaw led the transaction. Paul, Hastings, Janofsky & Walker has also advised Energy Development Corporation (EDC) in respect of its US$175 million transferable syndicated term loan facility provided by Australia and New Zealand Banking Group Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, Chinatrust Commercial Bank, ING Bank NV Manila Branch, Maybank Group, Mizuho Corporate Bank Ltd and Standard Chartered Bank. The new loan has a tenor of six years and the proceeds will be used by EDC to refinance its existing three-year US$175 million term loan facility which closed in 2010, on which the firm also advised EDC. Partners Patricia Tan Openshaw and Josh Isenberg led the transaction. Paul, Weiss, Rifkind, Wharton & Garrison has advised Sihuan Pharmaceutical Holdings Group Ltd (SPHG) in respect of a share purchase agreement entered into on 22 June 2011 by its wholly-owned subsidiary, Sun Moral International (HK) Ltd to acquire 100 per cent equity interest in Smart Baskets Investments Ltd (Smart Baskets) for RMB775 million (US$120m). SPHG, through its operating subsidiaries in China, is engaged in the research, production and sale of pharmaceutical drugs, and specializes in cardiocerebral vascular drugs. Smart Baskets is a BVI investment holding company that owns 100 per cent of the equity interests in Vinise Pharmaceutical Ltd and Hainan Litzman Pharmaceutical Ltd, both engaged in the production and sale of pharmaceutical products. Partner Jack Lange led the transaction. Pinsent Masons has advised international built asset consultancy E C Harris in respect of the acquisition of MB Project Management Ltd, one of China’s premier project management companies operating from offices in Beijing and Shanghai. The acquisition will enable E C Harris to broaden its local delivery of built asset consultancy services to its client base across China and other Asian markets. The deal creates a network of over 100 experienced professionals on the ground in three offices across China-Shanghai, Beijing and Guangzhou. Partner Jonathan Reardon led the transaction. Rajah & Tann is advising SGX-ST listed CapitaMalls Asia Ltd (CMA) in respect of its joint venture with CapitaMall Trust (CMT) and CapitaLand Ltd (CL) to tender for and develop a mixed retail-office development at the Jurong Gateway Site located at Boon Lay Way. The Jurong Gateway Site was awarded to the joint venture at the tender price of approximately S$969 million (US$787.5m) by the Urban Redevelopment Authority of Singapore. Partners Soon Choo Hock, Goh Kian Hwee, Cynthia Goh and Yap Chew Fern are leading the transaction. Shook Lin & Bok acted for HSBC Institutional Trust Services (Singapore) Ltd as trustee of CMT whilst Rodyk & Davidson acted for CL. Shook Lin & Bok’s Singapore office has acted for Silver Oak Ltd, a special purpose vehicle incorporated in Singapore, in respect of the issue of US$645 million Class A secured floating rate notes due 2018 (Series 002 Notes). The Series 002 Notes were issued under the S$10 billion (US$8.12b) multicurrency secured medium term note programme established on 13 September 2006 and were secured by its rights to Raffles City Singapore, a mixed-use landmark property jointly owned by CapitaCommercial Trust and CapitaMall Trust. Proceeds from the issue were used to part finance the purchase and redemption by the issuer of the US$427 million Class A1 secured floating rate notes due 2013, €30 million (US$43.5m) Class A2 secured floating rate notes due 2013 and the US$86.5 million Class B secured floating rate notes due 2013. Partner Marilyn See led the transaction. WongPartnership has acted for Larry Lam, the controlling shareholder of Portek International Ltd which operates and manages ports in Indonesia, Algeria, Malta, Gabon and Rwanda, in respect of a possible competing offer between (i) the voluntary conditional cash offer by ICTSI Far East Pte Ltd, an indirect wholly-owned subsidiary of International Container Terminal Services Inc, for shares in the company and (ii) the possible offer by a third party (which is subject to a put up or shut up notice by the regulator). Partner Ng Wai King acted on the matter. WongPartnership has also acted for CapitaLand Ltd in respect of the acquisition of the entire 100 per cent stake of PRC incorporated company Wuhan Kaihui Real Estate Co Ltd (Kaihui), which owns a 124,737 square metres parcel of land in Caidian District, Wuhan, Hubei Province, PRC, for a cash consideration of RMB361 million (US$55.8m) from a party unrelated to CapitaLand. CapitaLand’s subsidiary, CapitaValue Homes (CVH), will lead Kaihui’s plans to develop the land into 2,000 homes. The project is CVH’s first undertaking to build affordable homes in China. Partners Joseph He and Shirley Tan acted on the matter. |
Deals – 23 June 2011
Allens Arthur Robinson is advising leading international gold company Newcrest Mining Ltd in respect of the sale of its interests in the Cracow and Mt Rawdon gold mines in Queensland to a new company to be formed by the merger of ASX-listed gold companies Catalpa Resources Ltd and Conquest Mining Ltd. Under the proposed transaction, Catalpa and Conquest will merge by way of a scheme of arrangement. Newcrest will sell its 70 percent interest in the Cracow gold mine and its 100 percent interest in the Mt Rawdon gold mine to the new merged entity and, in return, will receive 38 percent of the shares in the new company (diluted to 33 percent upon completion of a proposed rights issue by the new company). Partners Jon Webster and Ted Hill led the transaction.
Allens Arthur Robinson has also advised Western Australia-based not-for-profit health fund HBF in respect of the sale of its general insurance business to CGU. The deal was announced on 14 June 2011. HBF has more than 900,000 members. CGU is a division of IAG, Australia’s second-largest insurance group. Under the deal, HBF will move from manufacturing general insurance products to solely distributing them. CGU, with its advantages of scale, will provide the general insurance products. Partner Tim Lester led the transaction. CGU was advised by DLA Piper Australia. AZB & Partners has advised Matrix Partners India Investment Holdings LLC in respect of its approximately US$11 million investment in the shares of education services provider Maharana Infrastructure and Professional Services Private Ltd. Partner Abhijit Joshi led the transaction which was completed on 5 April 2011. AZB & Partners has also advised TPG STAR SF Pte Ltd in respect of its acquisition of approximately five million convertible shares, representing approximately 21 percent of the share capital, of AGS Transact Technologies Ltd, and its purchase of approximately 820,000 equity shares, representing 3.36 percent of share capital on a fully diluted basis, held by one of the promoters. The deal was valued at approximately US$42 million. Partner Abhijit Joshi also led the transaction which was completed on 7 June 2011. Baker & McKenzie has represented Solarta Co Ltd (Solarta) in respect of contracts negotiation in relation to the development, construction and financing of eight solar farm projects with a combined capacity of 34.25 MW in Ayudhaya, Suphanburi and Nakorn Pathom provinces, Thailand. The development of the eight solar farms will cost a combined THB4.4 billion (US$144.5m), 75 percent of which will be financed by loans from KASIKORNBANK Public Company Ltd and Bangkok Bank Public Company Ltd while the balance will be from equity. The first of the eight solar farms began operation recently, and the remaining seven are expected to be completed by end of this year. Solarta is a JV between SET-listed Ratchaburi Electricity Generating Holding Plc, Thailand’s largest private power producer, and Yanhee Solar Power Co Ltd. Partner Vit Vatanayothin led the transaction. Lenders were represented by Chandler & Thong-ek. Baker & McKenzie has also advised KASIKORNBANK and Bangkok Bank in respect of a THB7.9 billion (US$260m) syndicated loan for Amata B Grimm Power Ltd for the development and financing of two gas-fired power plants, Rayong 1 and Rayong 2, in Rayong Province, Thailand. The two power plants are scheduled to be in operation by 2013 and will provide electricity to the Electricity Generating Authority’s power grids and manufacturing plants in Amata City Industrial Estate in Rayong. Partner Vit Vatanayothin led the transaction. Clifford Chance acted for Amata B Grimm Power Ltd. Clayton Utz is advising ASX-listed data network provider Amcom Telecommunications Ltd in respect of the sell-down and distribution of its 23.4 percent shareholding in ASX-listed internet service provider iiNet Ltd. The transaction involves the sale by Amcom of 4.5 million of the 35.5 million shares it held in iiNet, and the proposed in specie distribution of its remaining shareholding (approximately 31 million shares) to its shareholders, which is subject to shareholder approval. The transaction is part of Amcom’s strategy to consolidate its share capital and provide the company with working capital to fund future growth. Partner Mark Paganin leads the transaction. Clayton Utz is also advising SGX-listed Noble Group Ltd subsidiary Jonesville Ltd in respect of its A$133 million (US$141.3m) takeover bid for iron ore miner Territory Resources Ltd (Territory). Noble has offered to acquire up to 100 percent of the fully paid ordinary shares in Territory for A$0.50 (US$0.53) cash per share by way of an unconditional on-market takeover offer. Partner Matt Johnson leads the transaction. Clifford Chance has advised APA Group, Australia’s largest natural gas infrastructure business, in respect of its acquisition of 100 percent of the Amadeus Gas Pipeline (AGP) for approximately A$63 million (US$67m). AGP delivers gas to Darwin from the gas fields in Palm Valley near Alice Springs, some 1,600km away. This, coupled with the development of the Bonaparte and Wickham Point pipelines in the Northern Territory, brings APA Group’s investment in the Northern Territory to several hundreds of millions of Australian dollars. Partner Mark Pistilli led the transaction. Clifford Chance has also advised HKSE-listed eSun Holdings Ltd (eSun) and its subsidiary East Asia Satellite Television (Holdings) Ltd (East Asia) in respect of the sale of East Asia’s 60 percent interest in Cyber One Agents Ltd, which indirectly holds the rights to develop the Macao Studio City project on the Cotai Strip, Macau. The buyer is an affiliate of Melco Crown Entertainment Ltd and the aggregate consideration for the disposal is approximately US$306.9 million, with completion of the transaction conditional on the approval of eSun’s shareholders. The firm also acted as counsel for eSun and East Asia in ongoing litigation with their joint venture partner over the development of Macao Studio City, which will be settled in full without any admission of liability on completion of this transaction. Partners Simon Cooke, Neeraj Budhwani and Martin Rogers led the transaction. Colin Ng & Partners has advised the management shareholders in i-POP Networks Pte Ltd, an Asia based mobile services provider, in respect of the acquisition of the company for shares in InternetQ, a European provider of mobile marketing and digital entertainment listed on AIM in London. Partner Bill Jamieson led the transaction. Colin Ng & Partners is also advising container terminal operator Portek International Ltd in respect of the voluntary conditional cash offer announced by ICTSI Far East Pte Ltd on 1 June 2011. The value of the transaction is approximately S$190 million (US$154.4m). Partners Elaine Beh, Bill Jamieson and Ong Wei are leading the transaction. Fangda has represented Home Inns & Hotels Management Inc in respect of its acquisition of 100 percent equity interest in Motel 168 International Holdings Ltd. Both of them are leading PRC companies in the hotel management and franchising industry. The deal was announced on 27 May 2011 and was valued at approximately US$470 million. The firm’s team was led by partners Jonathan Zhou and George Xu. Freshfields Bruckhaus Deringer has advised Samsonite, the world’s largest travel luggage company, in respect of its US$1.25 billion global offering of shares and listing on the HKSE. Samsonite was acquired by CVC Capital Partners in 2007. Partners Stuart Grider and Teresa Ko led the transaction. Gide Loyrette Nouel is advising Crédit Agricole Corporate & Investment Bank (CACIB) in respect of its partnership with CITIC Securities (CITICS) which will make CITICS a minority shareholder of CLSA and Crédit Agricole Cheuvreux (Cheuvreux) by taking a 19.9 percent equity stake in each for an aggregate consideration of US$ 374 million. These investments will be purchased from CACIB, which will prevail as the controlling shareholder of CLSA and Cheuvreux. CACIB and CITICS contemplate combining Cheuvreux, the market leading pan-European equity research and broking business, with CLSA’s leading equity research and investment banking business in Asia and the United States to create a leading research driven agency only equity house. Closing is subject to regulatory approvals and other customary conditions and is expected to occur before 31 December 2011. Partner Guillaume Rougier-Brierre led the transaction with the support of Cleary Gottlieb Steen & Hamilton on certain US regulatory and governance issues. CITICS is advised by Skadden, Arps, Slate, Meagher & Flom (Hong Kong). J Sagar Associates has advised Saint-Gobain Glass India Ltd, a leading manufacturer of glass in India, in respect of its acquisition by way of slump sale of the float glass business of Sezal Glass Ltd at Jhagadia, Dist Bharuch, Gujarat. Partners Sandeep Mehta and Jay Gandhi led the transaction. Rajani Associates, led by partner Prem Rajani, advised Sezal Glass Ltd. J Sagar Associates has also advised GlobalLogic US, a leader in software R&D services, in respect of the acquisition of Rofous Software, a product and content engineering company with offices in Milpitas, California, Redmond, Washington and Hyderabad. The partnership will expand GlobalLogic’s footprint in India and help extend its leadership position by adding content engineering to its expanding portfolio of software R&D service offerings. Partners Lalit Kumar and Trisheet Chatterjee led the Indian leg of the acquisition. Khaitan & Co has advised Tod’s Hong Kong Ltd and TOD’S International BV in respect of Bhukhanvala Holdings Private Ltd’s exit as joint venture partner, and the new joint venture between TOD’S Hong Kong Ltd, TOD’S International BV and Ekta K Securities & Investment Private Ltd. Tods’ is an Italian fashion company with an international presence. Director Ketan Kothari led the transaction. Khaitan & Co has also advised Avendus Capital Private Ltd in respect of the sale of a minority stake in Avendus PE Investment Advisors Pvt Ltd to Apurva Patni and also the engagement to provide portfolio management services. The deal was valued at approximately US$9.5 million. Avendus Group is a leading provider of financial services, with an emphasis on customized solutions in the areas of financial advisory, capital markets, wealth management and alternative asset management to its clients that include institutional investors, corporates and high net worth families. Partner Haigreve Khaitan led the transaction. King & Wood has provided PRC law advice for the underwriters in respect of Perennial China Retail Trust’s (PCRT) SGX listing which raised approximately S$776.16 million (US$630.6m) on 9 June 2011. PCRT is Singapore’s first pure-play PRC retail development trust listed on the main board of the SGX. The transaction was led by partners Zhao Xiaohong and Mu Peng. King & Wood has also advised Taomee Holdings Ltd in respect of its issuance of approximately 7.2 million American Depositary Shares (ADS) on the NYSE which raised US$64.7 million. Established in October 2007, Taomee’s website is China’s leading entertainment site for children. Taomee operates interactive entertainment products, including China’s leading virtual communities such as Mole’s World, Seer, and Gong Fu Pai, along with other subscription based online entertainment products for children. Taomee presently has more than 200 million registered accounts (including 27.3 million active users), making it one of the world’s largest children’s entertainment platforms. Partners Stanley Cha and Mu Peng led the transaction whilst Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel and Latham & Watkins acted as US counsel. Davis Polk & Wardwell acted for the underwriters represented by Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. Maples and Calder has acted as Cayman Islands counsel for Homeware Investment Holdings Ltd (Homeware), Decor Investment Holdings Ltd (Decor), Decorative Arts Holdings Ltd (Decorative Arts) and Citigroup Venture Capital International Ltd (adviser of the fund which manages Homeware, Decor and Decorative Arts), in respect of a voluntary conditional cash offer by Homeware, Decor, Decorative Arts and certain key shareholders of Passion Holdings Ltd for all the issued and paid-up ordinary shares in the capital of SGX-listed Passion Holdings Ltd. Homeware, Decor and Decorative Arts are all Cayman Islands companies. The total offer value was approximately S$101 million (US$82m). Allen & Gledhill acted as Singapore counsel on the transaction. Paul, Hastings, Janofsky & Walker has advised Energy Development Corporation (EDC), the Philippines’ leading producer of geothermal energy, in respect of its new S$75 million (US$61m) term loan facility provided by International Finance Corporation (IFC). The new loan has a tenor of 15 years and the proceeds will be used by EDC to finance its medium-term capital expenditure program. This new loan follows a PHP4.1 billion (US$95m) term loan provided by IFC in 2008, on which the firm also advised EDC. Partner Patricia Tan Openshaw led the transaction. Rajah & Tann is advising SGX-ST listed property developer GuocoLand Ltd in respect of the participation by the Employees Provident Fund of Malaysia (EPF), a Malaysian pension fund, for a 20 percent stake in a mixed-use development project in Singapore’s downtown area. The deal was announced on 16 June 2011 and is valued at approximately S$113 million (US$91.8m). Guocoland group previously acquired the site for approximately S$1.7 billion (US$1.38m) pursuant to a tender awarded by the Urban Redevelopment Authority of Singapore. The development cost of the project is reported to be approximately S$3.2 billion (US$2.6b). Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih led the transaction. Shook Lin & Bok’s Singapore office has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Cache Logistics Trust (Cache), in respect of the acquisition of a chemical warehouse facility in Shanghai by Cache from CWT Ltd through an acquisition and leaseback arrangement for approximately RMB72.4 million (US$11.2 million). Partner Tan Woon Hum led the transaction. Slaughter and May Hong Kong has provided Hong Kong legal advice to Evercore Partners Inc (Evercore) in respect of its proposed acquisition of The Lexicon Partnership, a leading independent UK-based investment banking advisory firm. Under the terms of the sale and purchase agreement, Evercore will pay approximately £86 million (US$138.65m) in cash and shares. The transaction is expected to close in the third quarter of 2011. Partner Jason Webber led the transaction. Slaughter and May Hong Kong has also advised MTR Corporation in respect of its first Renminbi-denominated bond issue in Hong Kong. The RMB1 billion (US$154m) two-year ‘dim sum’ bond is issued by MTR Corporation (CI) Ltd under its US$3 billion debt issuance programme and is fully guaranteed by MTR Corporation Ltd. Launched on a private placement basis, the bond will carry an annual coupon of 0.625 percent, payable semi-annually with a maturity date of 17 June 2013. The bond issue, announced on 2 June 2011, provides cost effective financing for MTR’s railway project in Shenzhen, China. Partner Laurence Rudge led the transaction. Watson, Farley & Williams’ Bangkok office has advised optical material and equipment manufacturer Indelor Lens (Thailand) Co Ltd in respect of the sale of its lens manufacturing operations in Thailand to Vision-Ease Lens (VEL), a US multi-national corporation based in Bangkok. VEL, a designer, manufacturer and distributor of ophthalmic lenses, purchased the 40,000 square foot plant built to European standards from Indelor to expand its ability to manufacture advanced technology and premium specialty cast resin products. The transaction was led by Christopher Osborne. Watson, Farley & Williams’ Singapore office has also acted as lead and English counsel for a syndicate of international lenders (led by ABN Amro Bank NV Singapore Branch as arranger and as security trustee and NIBC Bank Ltd as agent), in respect of the syndicated project loan facilities of up to an aggregate of US$110 million made available by (i) ABN Amro Bank NV Singapore Branch, (ii) NIBC Bank Ltd, (iii) Credit Industriel et Commercial Singapore Branch and (iv) Northern Barge LLC, as lenders (and ABN Amro Bank NV, NIBC Bank NV and Credit Industriel et Commercial Singapore Branch each acting as swap banks) to a joint venture company to part finance various project and construction costs in relation to the heavy lift derrick pipe laying barge with 3,000MT crane. The transaction was led by partner Madeline Leong. WongPartnership has acted for CapitaLand Ltd in respect of the acquisition of approximately 126.4 million issued ordinary shares representing 40 percent of the total issued share capital of Surbana Corporation Pte Ltd from Temasek Holdings (Private) Ltd, for a total cash consideration of S$360 million (US$292.5m). Partners Shirley Tan, Lau Kiat Wee, Joseph He and Miao Miao acted on the matter. WongPartnership LLP has also acted for Ascendas Funds Management (S) Ltd, a wholly-owned subsidiary of the Singapore-based Ascendas Group, in its capacity as the Manager of Ascendas Real Estate Investment Trust (A-REIT) in respect of the S$110 million (US$89.4m) acquisition for the 60-year leasehold site at Fusionopolis, a sub-development within the one-north master plan region, where quality research facilities and business parks are developed to support growth in the Biomedical Sciences, Infocomm Technology (ICT), Media, Physical Sciences and Engineering industries. Partner Dorothy Marie Ng acted on the matter. |
Deals – 16 June 2011
Allen & Gledhill has provided Singapore law advice to Standard Chartered Bank as the arranger, dealer, issuing and paying agent, and to British and Malayan Trustees Ltd as the trustee in respect of Overseas Union Enterprise Ltd’s (OUE) establishment of a S$1 billion (US$807.3m) multicurrency medium term note programme. Under the program, OUE may from time to time issue multicurrency medium term notes in an aggregate principal amount outstanding at any one time not exceeding S$1 billion (US$807.3m). The programme is listed on the SGX-ST. Partners Margaret Chin and Daselin Ang led the transaction.
Allens Arthur Robinson has advised Australian national broadband provider NBN Co Ltd in respect of its 10-year A$1.1 billion (US$1.06b) contract with Swedish networking giant Ericsson. Under the new deal which was announced on 1 June 2011, the two organisations will work together to roll out NBN’s planned 12Mbps wireless network to Australian premises that won’t be covered by the national fibre rollout. The rollout, covering Australians in rural and regional areas, is expected to be completed by 2015, with the first services to be available from the middle of 2012. Partner Niranjan Arasaratnam and special counsel John Dieckmann led the transaction. Allens Arthur Robinson is also advising Plenary Group and its GoldlinQ Consortium partners, Bombardier, Downer EDI, McConnell Dowell and Keolis, in respect of the A$1 billion (US$1.06b) first stage of the Gold Coast Rapid Transit project. The first stage of the light rail project involves a 13 kilometre stretch between Broadbeach and the Gold Coast University Hospital. The financing will include A$365 million (US$385.6m) of debt and A$65 million (US$68.7m) of equity. Partner Emma Warren led the transaction. Corrs Chambers Westgarth acted for the State Government whilst Mallesons Stephen Jaques advised the financiers. Maddocks acted for McConnell Dowell whilst DLA Piper acted for Keolis and Downer EDI. Minter Ellison advised Bombardier. Azmi & Associates has advised state-linked company TDM Berhad in respect of its recent acquisition of Taman Desa Medical Centre, a private hospital in Kuala Lumpur, which was satisfied via cash consideration and share swap. Taman Desa Medical Centre is licensed by the Malaysian Ministry of Health to manage and operate a 130 beds medical centre with various other supporting facilities. The acquisition will serve to strengthen TDM Berhad’s position in the healthcare industry in Malaysia and is the latest addition to the existing three private medical centers owned and operated by the company. The transaction was led by Zuhaidi Shahari and Syed Zulfhadlie. Azmi & Associates has also advised Perbadanan Nasional Berhad, an agency under the Ministry of Domestic Trade Cooperatives and Consumerism of Malaysia, in respect of its maiden venture into property development through a joint venture with KLIA Properties Sdn Bhd, an established property developer in Malaysia. The property development is located in the prime area of Bangi, south of Kuala Lumpur, with expected gross development value of more than RM170 million (US$55.9m). Partner Zuhaidi Shahari led the transaction. Baker & McKenzie has advised Pacific Andes Resources Development Ltd, a Singapore-listed subsidiary of Pacific Andes International Holdings Ltd, in respect of its issuance of three-year CNY denominated bonds in an aggregate principal amount of CNY600 million (US$92.57m). DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank (Hong Kong) Ltd acted as the joint lead managers and joint bookrunners for the bond offering. The transaction closed on 2 June 2011. Partner Brian Spires led the transaction whilst the Hong Kong regulatory compliance aspects were handled by a team in Hong Kong led by partner Milton Cheng. Clifford Chance has advised Amata B Grimm Power Ltd, a Thailand-based joint venture power development company, in respect of the development and financing of two gas-fired power plants in Thailand. The project includes the development of a 123.3 MW (Rayong 1) and 122.4MW (Rayong 2) gas-fired combined cycle co-generation power plants in Rayong Province, Thailand. Kasikornbank and Bangkok Bank have provided 20-year syndicated loans worth approximately THB7.9 billion (US$258.3m) for the financing of the plants. Colin Ng & Partners has advised Topwin Investment Holding Pte Ltd, a wholly owned subsidiary of BreadTalk Group Ltd, in respect of a joint venture between its subsidiary, Megabite Hong Kong Ltd, and Wingain Global Ltd to invest in a company registered in Guangzhou, PRC, under the name of Food Republic Guangzhou F&B Management Co Ltd which will establish and operate food courts in Guangzhou under the “Food Republic” and “大食代” trademarks. Partner Kong Seh Ping acted on the matter. Davis Polk has advised Credit Suisse Securities (Europe) Ltd and Standard Chartered Bank as initial purchasers in respect of the Rule 144A/Regulation S offering by Lonking Holdings Ltd of its US$350 million high-yield notes due 2016. Freshfields Bruckhaus Deringer has advised the underwriters (consisting of Morgan Stanley, China International Capital Corporation, Goldman Sachs and the Macquarie Group) in respect of the US$800 million global offering of shares and listing in the HKSE of Huaneng Renewables, a leading Chinese renewable energy company focused on wind power generation. The company has the third largest wind power generation capacity in China and is among the 10 largest wind power firms in the world. The transaction was led by partner Calvin Lai. Harry Elias Partnership has advised Miyoshi Precision Ltd in respect of the proposed investment through its wholly-owned British Virgin Islands – incorporated subsidiary Cerise Group Ltd (Cerise) with Galaxy Pte Ltd (Galaxy) for the subscription of 3,000 new ordinary shares in the share capital of Galaxy for an aggregate cash consideration of US$3 million. Partner Douglas Koh advised on the transaction. Herbert Smith and its associated Indonesian law firm Hiswara Bunjamin & Tandjung have advised Deutsche Bank AG Hong Kong Branch and Macquarie Capital (Singapore) Pte Ltd as placing agents in respect of the US and Indonesian law aspects of the US$289 million sale of an approximately 10 per cent stake in listed Indonesian coal producer PT Harum Energy Tbk by controlling shareholder PT Karunia Bara Perkasa. The transaction launched and priced overnight on 28 May 2011 and was executed on the Indonesia Stock Exchange to institutional investors. The transaction was led by partner Kevin Roy and Singapore counsel Siddhartha Sivaramakrishnan. Herbert Smith has also advised casino operator MGM China Holdings Ltd (MGM China Holdings) in respect of its HK$11.7 billion (US$1.5b) IPO on the HKSE and Rule 144A/Regulation S global offering. MGM China Holdings is the holding company of MGM Grand Paradise SA, holder of one of the six gaming concessions or subconcessions to operate a casino in Macau. JPMorgan, Morgan Stanley and Bank of America Merrill Lynch were joint sponsors, joint global coordinators, joint bookrunners and joint lead managers of the global offering. The Hong Kong team was led by partner Ashley Alder whilst the US team was led by partner Kevin Roy and Counsel Siddartha Sivaramakrishnan. Khaitan & Co has advised Indian financial services provider India Infoline Ltd (IIFL) in respect of the outsourcing of the in-house information technology services of IIFL to IBM India Private Ltd (IBM) for US$66.2 million. The deal involved a unique commercial outsourcing model provided for the first time to a financial services firm by IBM. Partner Murali Neelakantan led the transaction. Khaitan & Co has also advised Harvard Finance Company Ltd, Sabero Echostar (India) Pvt Ltd and Karville Company Ltd, along with individual promoters (promoters) in respect of the sale of their entire shareholding in Sabero Organics Gujarat Ltd to Coromandel International Ltd for approximately US$82 million. Partner Vaishali Sharma led the transaction. Latham & Watkins has represented Vedanta Resources Plc, a diversified metals and mining company, in respect of its US$1.65 billion bond offering. The issue comprised of US$750 million 6.75 per cent bonds due 2016 and US$900 million 8.25 per cent bonds due 2021. Partners Rajiv Gupta, Michael Sturrock and Lene Malthasen led the transaction. Latham & Watkins has also represented PT Pertamina (Persero), Indonesia’s state-owned oil and gas company, in respect of a US$1 billion 5.25 per cent bond offering due 2021 and a US$500 million 6.5 per cent bond offering due 2041. Partners Michael Sturrock and Clarinda Tjia-Dharmadi led the transaction. Milbank, Tweed, Hadley and McCloy has advised Mongolian Mining Corp (MMC), Mongolia’s biggest coking coal producer, in respect of its acquisition of QGX Coal from Kerry Mining. MMC’s initial acquisition price was US$464 million, made up of a cash payment of US$100 million, a convertible bond of US$85 million, and a vendor loan of US$279 million that is due to be settled within a few months of the closing. The valuation is subject to adjustment based on the confirmed reserves position of the company in 18 months time, when MMC will pay a royalty based on the mine’s production exceeding certain thresholds. The total deal value is capped at US$950 million. Kerry Mining is a subsidiary of the Kuok Group, one of the largest diversified conglomerates in Asia. Anthony Root and Dieter Yih led the transaction. Mori Hamada & Matsumoto has advised The Sumitomo Trust and Banking Co Ltd in respect of its memorandum of understanding (MOU) signed on 6 May 2011 with DBS Bank (DBS) to deepen cooperation in Asia across a wide spectrum of businesses, including institutional banking, capital markets, and treasury and markets. The strategic alliance will enable both banks to offer an increased scope of products and services to customers across the region. With the MOU, Sumitomo Trust intends to leverage DBS’ extensive network and capabilities in Asia to enhance its client offerings. The collaboration will also enable DBS to better serve its clients as they expand into Japan. Partner Satoshi Nakamura led the transaction. Nishith Desai Associates has advised Reliance Broadcast Network Ltd, a part of the Reliance Group (through its subsidiaries), in respect of its 50:50 joint venture with RTL Group, part of Germany’s Bertelsmann group, to launch thematic channels in India. The initial channels to be launched will include two English-speaking thematic TV channels comprising of a reality channel with international content, mainly from RTL Group’s production arm FremantleMedia Ltd, and a channel primarily targeting male viewers with action-oriented content. Paul, Hastings, Janofsky & Walker has advised Perennial Real Estate Pte Ltd, an integrated retail real estate management and capital management company, as the sponsor in respect of Perennial China Retail Trust’s (PCRT) business trust. PCRT raised S$776 million (US$627m) from the offering. The deal reportedly marks the first pureplay PRC retail development business trust to list on the SGX and the third largest IPO in Singapore so far this year. Partner Vivian Lam led the transaction. Allen & Gledhill, led by partners Jerry Koh and Long Pee Hua, advised the sponsor and Perennial China Retail Trust Management Pte Ltd as the trustee-manager of PCRT. Shook Lin & Bok has acted as the Singapore counsel to BVI company Chater Capital Ltd in respect of its acquisition of the entire issued share capital of BR Properties Pte Ltd, which was a subsidiary of CapitaLand Ltd. The total consideration was RMB 807.7 million (US$124.6m). Partner Gwendolyn Gn led the transaction. Slaughter and May has advised MTR Corporation Ltd in respect of three agreements with the Hong Kong Government for (1) the financing, design, construction and operation of the South Island Line (East), a railway line with an estimated construction cost of HK$12.4 billion (US$1.6b); (2) the advance works relating to the Shatin to Central Link with an estimated construction cost of HK$60 billion (US$7.7b); and (3) the financing, design, construction and operation of the Kwun Tong Line Extension with an estimated construction cost of HK$5.3 billion (US$680.3m). Partner Jason Webber led all three transactions. WongPartnership has acted for Forrester Research Inc, a Nasdaq-listed independent research company, in respect of the purchase of assets and the Springboard Research business from Knowledge Platform Pte Ltd. The transaction was part of a global acquisition of the business of Springboard Research, a provider of research and advisory services focused on Asia Pacific and emerging markets. Partners Dawn Law, Vivien Yui and Lam Chung Nian acted on the matter. WongPartnership has also acted for Lakeview Investments Pte Ltd, a property investment and development company wholly-owned by YMC Holdings Ltd, in respect of its S$65 million (US$52.5m) acquisition of Fortredale, a freehold development located at 2 Tanjong Rhu Road, in District 15 of Singapore which is renowned for its sea views and proximity to the airport and the city. Partner Cornelia Fong acted on the matter. |
Deals – 9 June 2011
Allen & Gledhill has advised Homeware Investment Holdings Ltd (Homeware), Decor Investment Holdings Ltd (Décor), Decorative Arts Holdings Ltd (Decorative Arts) and Citigroup Venture Capital International Ltd (adviser of the fund which manages Homeware, Décor and Decorative Arts), in respect of a voluntary conditional cash offer by Homeware, Decor, Decorative Arts and certain key shareholders of Passion Holdings Ltd for all the issued and paid-up ordinary shares in the capital of Passion Holdings Ltd. The total offer value is approximately S$101 million (US$82m). Partners Prawiro Widjaja, Song Su-Min and Lee Kee Yeng led the transaction.
Allen & Gledhill has also advised Elad Group Singapore Pte Ltd in respect of its agreement with IOI Corporation Berhad for the sale and purchase of approximately 238.4 million ordinary shares in the capital of South Beach Consortium Pte Ltd. The transaction is valued at S$174.3 million (US$141.7m). Partners Richard Young, Tang Siau Yan and Chiam Tao Koon led the transaction. Allens Arthur Robinson has acted for Rio Tinto in respect of a joint venture arrangement with Aluminum Corporation of China (Chinalco) to explore mainland China for world-class mineral deposits. The arrangement, which was formalised on 1 June 2011, is subject to Chinese regulatory approvals. Once established, the joint venture will operate under the name Chinalco Rio Tinto Exploration Co, Ltd (CRTX). Under the joint venture arrangements, Chinalco will hold a 51 per cent interest in CRTX, with Rio Tinto holding the remaining 49 per cent. Partner Scott Langford led the transaction. Allens Arthur Robinson has also advised the State of Queensland in respect of the divestment of the X50 Abbot Point Coal Terminal, Queensland’s northern-most coal terminal, which is the final part of the State’s Renewing Queensland Plan. Proceeds from the divestment will be directed towards Queensland’s natural disaster recovery. The deal, which was completed on 1 June 2011, involves a 99-year lease of the X50 Abbot Point Coal Terminal to Mundra Port Pty Ltd for A$1.829 billion (US$1.94b). Partners John Greig and Chelsey Drake led the transaction. AZB & Partners has advised Blue Orchard Private Equity in respect of its acquisition of 22.5 per cent equity shares in Svasti Microfinance Private Ltd for approximately US$800,000. Partner Vineetha MG led the transaction which was completed on 7 April 2011. AZB & Partners has also advised KPIT Cummins Infosystems Ltd in respect of its acquisition of 50 per cent of equity and preference shares of Systime Global Solutions Private Ltd for approximately US$22 million. Partner Shuva Mandal led the transaction. Baker & McKenzie has acted for Rabinov Property Trust (ASX: RBV) in respect of the off-market takeover offer by Growthpoint Properties Australia Ltd (ASX: GOZ), as responsible entity for Growthpoint Properties Australia Trust, for all of the units in Rabinov. The offer has become unconditional, and Growthpoint has achieved over 90per cent in acceptances. Rabinov has a portfolio of properties located across Australia with a total value of A$234 million (US$247.4m), some of which were divested to Rabinov’s subordinated debtholder as part of the takeover. Partner Richard Lustig led the transaction. Growthpoint was advised by Investec and Freehills. Clifford Chance has advised BlackRock, a global fixed income exchanged traded fund (ETF) provider, in respect of its first two Asian fixed income ETFs launched on the SGX. The new iShares Barclays Capital Asia Local Currency Bond Index ETF and iShares JP Morgan US$ Asia Credit Bond Index ETF are the first fixed income ETFs offering multi-market Asian coverage to be listed on the SGX. Josephine Law led the transaction. J Sagar Associates has advised McCormick Inc (McCormick), the United States based maker of spices and seasonings, in respect of forming a joint venture with Kohinoor Foods Ltd (KFL), a listed Indian company to market and sell its rice and food products in India. The joint venture , named Kohinoor Speciality Foods India Private Ltd, will market and sell ‘Kohinoor’ brand rice and food products in India. McCormick will invest a total of US$115 million which includes consideration for an 85 per cent interest in the JV. Partner Akshay Chudasama led the transaction. KFL and its promoters, the Arora Family were represented by Shailendra Swarup of Swarup and Company, New Delhi. Khaitan & Co has advised Chowgule & Company Private Ltd in respect of the external commercial borrowing of an aggregate amount of US$25 million extended by State Bank of India Tokyo Branch to Chowgule & Company Private Ltd for vessel financing. The Chowgule Group has interests in diversified businesses that include iron ore mining, pelletization, exports, shipbuilding, cranes, international tramp trade and industrial explosives. Partner Joy Jacob led the transaction. Khaitan & Co has also advised Prosegur Compañia De Seguridad SA in respect of the formation of a joint venture with Security and Intelligence Services India to provide cash management services to its clients, including Indian banks, financial institutions and organised retail firms. Prosegur is a publicly traded company in the global security services business. Partner Bharat Anand led the transaction. Mori Hamada & Matsumoto has advised Rex Holdings Co Ltd, a Japan based company engaged in the operation of restaurants and convenience franchise stores, in respect of its sale of Seijo Ishii Co Ltd, a Japan based owner and operator of supermarkets, to Mitsubishi Corporation subsidiary Marunouchi Capital Co Ltd and Mitsubishi UFJ Financial Group Inc. The acquisition was in line with Marunouchi Capital’s strategy to develop Seijo Ishii operations. The transaction will result in Rex Holdings to focus on running flagship Gyukaku and other restaurants. Rex Holdings had acquired Seijo Ishii in September 2004 for US$58.5 million. The transaction, which was completed on 31 May 2011, was led by partners Hideki Matsui, Mugi Sekido and Yoshihiro Kojima. Paul, Hastings, Janofsky & Walker has advised Kobe Steel Ltd (Kobe Steel), a major Japanese steel manufacturer, in respect of its acquisition of a 44.3 per cent equity share in Wuxi Compressor Co Ltd (Wuxi Compressor), a leading Chinese manufacturer of compressors. The investment aims to help Kobe Steel meet the rising demand for process gas compressors in China. The acquisition was made through Kobelco (China) Holdings Co Ltd and marked the first investment since the China headquarters’ April 2011 inception. Partner Toshiyuki Arai led the transaction. Paul, Weiss has acted as lead counsel to Morgan Stanley Private Equity Asia (MSPE Asia) in respect of its US$50 million equity investment in Yongye International, Inc, a leading agricultural nutrient company in China. The transaction was announced on 31 May 2011. Yongye intends to use the proceeds from this investment for capacity expansion, repayment of commercial bank debt, working capital, and general corporate purposes. Partners Jack Lange, Greg Liu, Mark Bergman and Dale Sarro led the transaction. Paul, Weiss is also advising Lagardère SCA in respect of the sale of the majority of its international magazine business in ten countries, including Hong Kong, to Hearst Corporation. The disposal of the group’s assets in China should take place towards the end of the year and will complete the transaction. Partner Jeanette Chan leads the transaction. Rajah & Tann has advised SGX-ST listed CWT Ltd in respect of the disposal of its entire interest in a special purpose subsidiary to SGX-ST Cache Logistics Trust (CLT). The subsidiary indirectly holds the property known as Jinshan Chemical Warehouse located within the Shanghai Chemical Industry Park in Caojing Town, Jinshan District, Shanghai, PRC. The sale consideration, which is subject to net asset adjustments, is approximately RMB71 million (US$11m). Completion is expected to take place in the third quarter. On completion, CWT will lease back the property from CLT. Partners Chia Kim Huat and Danny Lim led the transaction. Allen and Gledhill acted for ARA-CWT Trust Management (Cache) Ltd, the manager of CLT, whilst Shook Lin & Bok acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of CLT. Sheppard Mullin Richter & Hampton has advised Hana Bank (HB), one of the largest Korean banks and its parent Hana Financial Group (HFG) in respect of securing a unanimous defense verdict on 27 May 2011 from the U.S. District Court – Central District of California. The plaintiff Hana Financial Inc, a factoring company based in Los Angeles, alleged that HB/HFG infringed upon its rights to the name “Hana” in connection with financial services. The plaintiff sought damages in excess of US$40 million. The jury returned a non-infringement verdict with a separate finding of laches. The litigation team was led by partners Carlo Van den Bosch and Bob Rose. Shook Lin & Bok’s Singapore office has advised the trustee of Cache Logistics Trust, HSBC Institutional Trust Services (Singapore) Ltd (Cache Trustee) in respect of the establishment of a S$500 million (US$406m) multicurrency medium term note programme by Cache-MTN Pte Ltd, a wholly-owned subsidiary of the Cache Trustee. Under the programme, all sums payable in respect of the notes will be unconditionally and irrevocably guaranteed by the Cache Trustee. Partner Nicholas Chong led the transaction. Shook Lin & Bok’s Singapore office has also advised Spice i2i Ltd, a prominent global SGX-listed mobile internet company, in respect of the acquisition of Affinity Group, is one of the largest mobile handset and value added services distributors in Indonesia, for approximately up to US$175 million. Partners David Chong and Bethia Su advised on the transaction. Stamford Law has advised water solutions company Hyflux Ltd in respect of its debut issue of S$400 million (US$325m) preference shares on the SGX Mainboard. The first perpetual notes to be issued by a non-financial company listed on the SGX, the cumulative preference shares also marked a departure from the market norm of issuing preference shares where dividends are non-cumulative. Uría Menéndez has advised Grupo Isolux Corsán (Isolux) in respect of its agreement with Morgan Stanley Infrastructure (MSI) to form a joint venture company for the development of highway concession projects in India. The transaction closed on May 20. Isolux currently owns 50 percent of three highway concession projects in India. MSI and Isolux will jointly finance the development of these concessions, and of other highway concession projects in India. MSI has undertaken to invest at least US$200 million to this end. Partners Juan Francisco Falcón, Antonio Herrera and Jesús López Tello led the transaction. Covington & Burling advised on New York law, De Brauw Blackstone Westbroek advised on Dutch law, Dr. K Chrysostomides & Co advised on Cypriot law and AZB and Partners advised on Indian law. Weil, Gotshal & Manges has represented MGM Resorts International in respect of the reorganization and US$1.5 billion IPO of MGM China Holdings Ltd on the HKSE. MGM China is a joint venture between MGM Resorts International and Pansy Ho that owns and operates MGM China, a luxury hotel resort and casino on the Macau Peninsula. After completion of the reorganisation and IPO, MGM Resorts International owns 51 per cent of MGM China. JP Morgan, Morgan Stanley and BofA Merrill Lynch are the joint global coordinators for the IPO. Partners Akiko Mikumo and Henry Ong led the transaction whilst Freshfields Bruckhaus Deringer has advised the underwriters. White & Case has represented Bank of America Merrill Lynch as sole global co-ordinator and joint bookrunner, Deutsche Bank as joint bookrunner and UBS as co-manager in the Rule 144/Regulation S debut high yield bond US$400 million offering by MIE Holdings Corporation of 9.75 per cent senior notes due 2016. The offering provided a unique opportunity for high yield investors globally to gain first time exposure to China’s oil and gas industry. HKSE listed MIE is an independent upstream oil company operating three oil fields in the northeastern province of Jilin, China. Partner Anna-Marie Slot led the transaction. White & Case has also advised China Development Bank (CDB) in respect of its support of a US$1.2 billion Shariah-compliant Islamic financing for PT Natrindo Telepon Selular (AXIS), a cellular network operator in Indonesia. AXIS is a subsidiary of Saudi Telecom Company (STC). The deal is reportedly the largest private sector Islamic financing to date in Indonesia and the first Islamic financing supported by CDB. It is also one of the largest Shariah-compliant telecoms financings globally. Partners Xiaoming Li and Shibeer Ahmed led the transaction. Clifford Chance advised AXIS; Baker & McKenzie advised the syndicated facility financiers; and Norton Rose advised the Ericsson facility financers. WongPartnership has acted for Singbridge Guangzhou Pte Ltd, a subsidiary of SingBridge International Singapore Pte Ltd (a Temasek-linked company), in respect of their joint venture with Wing Tai (China) Investment Pte Ltd to develop a residential project in the Sino-Singapore Guangzhou Knowledge City in Guangzhou, PRC. The residential project will have a gross floor area of more than 268,000 square metres containing 2,000 smart-eco homes and a signature clubhouse. Partners Joseph He and Gerry Gan acted on the matter. WongPartnership has also acted for City Developments Ltd (CDL) and Scottsdale Properties Pte Ltd (Scottsdale), an indirect wholly-owned subsidiary of CDL, in relation to the acquisition by Scottsdale of approximately 33.33 per cent of the equity interest in South Beach Consortium Pte Ltd held by Istithmar Beach Road FZE for S$155 million (US$126m. Partners Ng Wai King, Andrew Ang, Kenneth Leong, Tan Teck Howe, Leung Yew Kwong, Hui Choon Yuen, Colin Ong, Goh Gin Nee and Alvin Chia acted on the matter. |
Deals – 2 June 2011
Allen & Gledhill has advised the joint global co-ordinators (composed of Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd, Deutsche Bank AG Singapore Branch and Goldman Sachs (Singapore) Pte) and the joint bookrunners, issue managers and underwriters (composed of Citigroup Global Markets Singapore Pte Ltd, CIMB Bank Berhad Singapore Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch and Goldman Sachs (Singapore) Pte) in respect of the S$982.6 million (US$794m) IPO of Mapletree Commercial Trust which was completed on 27 April 2011. Partners Jerry Koh, Ho Kin San, Chua Bor Jern, Ernest Teo, Serena Choo and Teh Hoe Yue led the transaction.
Allen & Gledhill has also acted as Singapore counsel for Asia Pacific Breweries Ltd in respect of the sale and purchase agreement entered into by its associated company Heineken-APB (China) Pte Ltd (HAPBC) with GDH Ltd in respect of the sale of approximately 21.37 per cent of the issued share capital of Kingway Brewery Holdings Ltd to GDH Ltd for a total cash consideration of RMB 1.08 billion (US$165.7). Partner Christopher Koh led the transaction. Allens Arthur Robinson has acted for integrated property group Goodman Group in respect of the acquisition of Moorabbin Airport and Business Park in Victoria for A$201.5 million (US$213.88m). The completion of the acquisition was announced on 25 May 2011. The acquisition, via escrowed securities and vendor finance, provides Goodman Group with a strategic asset, offering immediate investment income and development opportunities in the proven land-constrained market of inner southeast Melbourne. Partner Stuart McCulloch led the transaction. AZB & Partners has advised Zend Mauritius VC Investments Ltd (a fund within the private equity division of Kohlberg, Kravis Roberts & Co LP or KKR), in respect of KKR’s proposed acquisition of 14.95 percent of the equity shares of Magma Fincorp Ltd. The deal, valued at approximately US$53 million, was signed and announced on 23 May 2011 and is yet to be completed. Partner Ashwin Ramanathan led the transaction. AZB & Partners has advised Bessemer Venture Partners Trust in respect of its investment of up to approximately INR200 million (US$4.45m) in the equity shares of Clean Max Enviro Energy Solutions Private Ltd (Clean Max). Clean Max is engaged in purchasing electricity generated by third party power generation plants and/or the establishment, operation and management by itself or of distributed power generation or cogeneration plants using any form of fuel to meet energy requirements of buildings. Partner Sai Krishna Bhara led the transaction which was completed on 19 May 2011. Baker & McKenzie has advised ASX-listed financial services company Snowball Group Ltd (Snowball) in respect of its merger with Shadforth Financial Group Holdings Ltd (Shadforth). The merger will be effected by an off-market scrip takeover bid made by Snowball to acquire all of the shares of Shadforth, which values Shadforth at A$180 million (US$191m) and the merged group at A$253 million (US$268.5m). The merger creates an integrated financial advice group with more than A$14.3 billion (US$15.18b) in funds under advice, administration and management, and 188 financial advisers in Australia. Partners Rodney Stone and Guy Sanderson led the transaction. Clayton Utz advised Shadforth. Baker & McKenzie has also advised shareholders of V8 Supercars Holdings Pty Ltd (V8 Supercars) in respect of the sale of their controlling interest to Australian private equity firm Archer Capital, a leading private equity house in Australia with more than A$2 billion in funds under management. The transaction values V8 Supercars at more than A$300 million (US$318.5m). Partner Brendan Wykes led the transaction. Clifford Chance has advised Bank of China, HSBC and Standard Chartered Bank as joint lead managers and bookrunners in respect of the issuance of RMB bonds by Volkswagen International Finance NV, secured by Volkswagen Aktiengesellschaft. The 2.15 per cent notes due 2016 raised RMB1.5 billion (US$231.4m) and is the first bond issued in RMB by a German company and one of the first issued by a European company. Partners Matt Fairclough and Connie Heng led the transaction. Clifford Chance has also advised Indonesian shipping company PT Buana Listya Tama Tbk on its 144A/Reg S US$114 million listing on the Indonesian Stock Exchange. Buana Listya Tama specialises in oil and gas transportation and is a subsidiary of PT Berlian Laju Tanker Tbk, one of the largest chemical tanker operators in the world. Partner Crawford Brickley led the transaction. Davis Polk has advised Citigroup Global Markets Ltd, Credit Suisse Securities (Europe) Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint bookrunners, joint lead managers and as initial purchasers in respect of the Rule 144A and Regulation S offerings of senior notes by PT Pertamina (Persero), including US$1 billion in aggregate principal amount of 5.25 per cent senior notes due 2021 and US$500 million in aggregate principal amount of 6.5 per cent senior notes due 2041. These offerings represent the debut bond issuances for Pertamina, an oil, gas and geothermal company, wholly-owned by the Republic of Indonesia. Partners James C Lin and John D Paton led the transaction. Pertamina was advised by Latham & Watkins as to US law and Melli Darsa & Co as to Indonesian law. The initial purchasers were advised by Ali Budiardjo, Nugroho, Reksodiputro on Indonesian law. DLA Piper has advised Agricultural Bank of China Ltd Hong Kong Branch and ABCI Capital Ltd as joint lead managers in respect of the issuance of RMB600 million (US$92.5m) of bonds by HKSE listed China Chengtong Development Group Ltd. The bonds, which were issued on 19 May 2011, were the first “dim sum” bond offered by China Chengtong Development and issued outside China. The firm’s team was led by partners JC Lee and Paul Lee. Gibson Dunn’s Singapore office has represented Spice i2i Ltd, a Singapore listed company involved in communication and mobile internet technologies, in respect of its acquisition of Indonesian mobile handset manufacturer and distributor, Affinity Pacific Ltd (Selular Group), for US$175 million in total cash plus an undisclosed amount of additional consideration to be paid in management fees and performance shares and assumption of debt. The firm’s advisory team was led by partner Jai Pathak whilst Shook Lin & Bok acted as Singapore regulatory counsel and Ali Budiardjo, Nugroho, Reksodiputro acted as Indonesian counsel. Affinity Pacific was advised by Stamford Law Corporation. Khaitan & Co has advised Outsource Partners International (OPI) in respect of its acquisition by ExlService Holdings Inc USA through reverse merger route for approximately US$91 million. OPI is an outsourcing company specializing in finance and accounting business processes, analytics, and related consulting and advisory services. Executive director Daksha Baxi and partners Sanjay Sanghvi and Rajat Mukherjee led the transaction. Khaitan & Co has also advised Siemens Ltd in respect of its merger with Siemens Healthcare Diagnostics Ltd. Siemens Ltd is a diversified concern engaged in providing automation products and systems and in undertaking turnkey projects in the industrial and infrastructure sectors, among others, whilst Siemens Healthcare Diagnostics Ltd was one of the largest clinical diagnostics company in the world. Partners Haigreve Khaitan, Chakrapani Misra and Joy Jacob led the transaction. Kim & Chang has advised Doosan Capital Co Ltd, a credit financing company, in respect of its capital raising by issuing 8 million new shares at a price of KRW 6,250 (US$5.78) per share. Mirae Asset PEF, IMM PEF and Hana First PEF subscribed for 28.9 per cent stake. Doosan Capital Co Ltd plans to use the funds from the share subscription for operating costs and for investments in its Chinese subsidiary, Doosan (China) Financial Leasing Corp. H C Lee, H S Nam and H J Jung led the transaction which was completed on 28 April 2011. Kim & Chang has also advised Doosan Infracore Co Ltd and its subsidiary Doosan Infracore China Investments Co Ltd in respect of the sale of their 20 percent stake in Doosan Infracore China Co Ltd to Odin2 LLC, a special purpose entity established by three financial investors: KoFC Mirae Asset Growth Champ 2010-4, IMM Rose Gold and Hana Private Equity Fund 1. The total value of the transaction was approximately KRW 380 billion (US$351.5m). J H Cheong, H J Jung and J H Ban led the transaction which was completed on 28 April 2011. King & Wood has advised Goldman Sachs, Deutsche Bank, Credit Suisse and CICC as joint sponsors and joint bookrunners in respect of Shanghai Pharmaceuticals Holding’s HK$15.2 billion (US$1.95b) H Share IPO on the HKSE on 20 May 2011. The firm acted as joint Hong Kong counsel along with Clifford Chance and PRC counsel for the joint sponsors and joint bookrunners. Partners Zhang Yi and Candy Chan led the transaction. Latham & Watkins has represented HSBC, BOC International and DBS Bank in respect of the offering of US$750 million 4.625 per cent senior notes due 2016 by China Resources Land. The transaction closed on 19 May 2011. Partners John Otoshi and Eugene Lee led the transaction. Latham & Watkins has also represented Shanshui Cement Group, one of the largest producers of clinker and cement in China, in respect of its offering of US$400 million 8.5 per cent senior notes due 2016. The transaction closed on 25 May 2011. Partner Eugene Lee led the transaction. Luthra & Luthra Law Offices has advised Devyani International Ltd (Devyani), which controls a chain of 180 fast-food restaurants , in respect of receiving its first private equity investment from ICICI Ventures, India’s largest private equity fund. The deal, valued at approximately Rs. 150 crores, involved the acquisition of a minority stake by ICICI Ventures in Devyani. Devyani exclusively owns and operates food and beverage retail outlets in India and abroad for brands such as KFC, Pizza Hut, and Costa Coffee, and self-owned brands such as the South Indian restaurant Vaango. Nivedita Tiwari led the transaction. Maples and Calder has acted as Cayman and BVI counsel to NYSE listed Youku.com Inc (Youku), a leading Internet television company in China, and some of its shareholders in respect of the follow-on public offering by Youku and certain of its shareholders of 12.31 million American Depositary Shares on the NYSE at an offer price of US$48.18 per ADS. Of the 12.31 million ADSs sold in the offering, four million ADSs were sold by its selling shareholders. Goldman Sachs (Asia) acted as the sole bookrunner. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Youku. Simpson Thacher & Bartlett represented the underwriters. Maples and Calder has also acted as Cayman Islands legal counsel for HKSE listed China Resources Land Ltd in respect of its issuance of US$750 million 4.625 per cent senior notes due 2016. The notes are listed on the SGX ST. Partner Greg Knowles also led the transaction whilst Clifford Chance acted as US counsel. Latham & Watkins acted as US counsel to HSBC, BOCI Asia and DBS Bank, the initial purchasers of the notes. Mayer Brown JSM has advised Beijing Enterprises Holdings Ltd (BEHL) in respect of the issuance of US$1 billion investment grade debt. BEHL, a Hong Kong-listed holding company backed by the Beijing Municipal Government that focuses on infrastructure and public utilities in Beijing and other parts of Mainland China, issued US$600 million 5 per cent guaranteed senior notes due 2021 and US$400 million 6.375 per cent guaranteed senior notes due 2041 on 12 May 2011. BofA Merrill Lynch, HSBC and Morgan Stanley acted as joint global coordinators on the transaction, while BofA Merrill Lynch, HSBC, Morgan Stanley, Credit Suisse and UBS were joint lead managers and bookrunners in respect of the offer and sale of the notes. Partners Jason T Elder and Jeckie Chiu led the transaction. Milbank, Tweed, Hadley & McCloy has represented The Export-Import Bank of Korea, Korea Trade Insurance Corporation and a group of 11 international commercial bank lenders in respect of the senior secured financing of a US$2.5 billion greenfield petrochemical facility for Jurong Aromatics on Jurong Island, Singapore. The transaction closed on May 2011. The deal represents reportedly one of the largest and most complex project financings on nonrecourse terms in the region and is one of the first project financings of its type in the world to include a subordinated debt tranche. The senior commercial banking lenders were Australia and New Zealand Banking Group Ltd, BNP Paribas, DnB NOR Bank ASA, DZ BANK, ING Bank NV, Intesa Sanpaolo SpA, KfW, Korea Development Bank, NATIXIS, The Royal Bank of Scotland NV and Standard Chartered Bank. Partner Young Joon (YJ) Kim led the transaction. Nishith Desai Associates has acted as Indian legal and tax counsel to QPS Holdings LLC, a US based contract research organisation, in respect of its acquisition, through its subsidiary XDD Acquisition BV, of a controlling stake in Bioserve Clinical Research Private Ltd (Bioserve), now known as QPS Bioserve India (P) Ltd. Bioserve is a private company in India and is engaged in the business of, inter alia, clinical trials and offers early stage capabilities in high end bioavailability and bioequivalence (BA/BE) and toxicology studies. O’Melveny & Myers has acted as international counsel to Bank of America Merrill Lynch, Goldman Sachs, ICICI Securities, and JM Financial as the underwriters in respect of the US$1 billion further public offering of the shares of Power Finance Corporation Ltd. The offering consisted of 229.5 million shares (of which nearly 172.2 million were offered by the company and about 57.4 million were offered by the Government of India). The transaction consisted of a public offering in India, and a placement to qualified institutional buyers in the US under Rule 144A and outside the US under Regulation S. The offering closed on May 24, 2011, and the shares are to be listed on the Indian stock exchanges. The team was led by partner David Makarechian. Orrick, Herrington & Sutcliffe has advised OCI Company Ltd (OCI) in respect of the issue of approximately 14.9 million global depositary receipts which are to be listed on the SGX-ST. The offering, valued at US$700 million, closed on 27 May 2011. Barclays Capital, Credit Suisse and Royal Bank of Scotland were joint bookrunners for the deal. OCI is a world leader in the production of high-purity polycrystalline silicon, a key raw material in the production of solar panels. The offering reportedly represents the largest of its kind by an Asia issuer (ex-Japan) since November 2007. The company will use the proceeds of this offering towards the construction of two new polysilicon plants to triple its annual production capacity of to 86,000 tonnes by the end of 2013 from 27,000 tonnes at the end of last year. Partners Mark Lee and David Cho led the transaction. Paul, Hastings, Janofsky & Walker has advised Credit Suisse AG and the Royal Bank of Scotland as the joint bookrunners in respect of China Power International Development’s (China Power) RMB982 million (US$151.5m) renminbi-denominated US dollar-settled convertible bonds. China Power is a listed unit under state-owned enterprise China Power Investment Corporation, one of the five largest power generating groups in China. China Power plans to use the proceeds to fund future capital expenditures, to repay existing bank borrowings and for general working capital. Partner David Grimm led the transaction. Watson, Farley & Williams’ Singapore office has advised PetroVietnam and Malaysia’s MISC in respect of the US$137 million debt financing for their Orkid floating storage and offloading vessel. The facility was arranged by Sumitomo Mitsui Banking Corp, Hong Kong and Shanghai Banking Corp Ltd, Natixis and OCBC Bank (Labuan) Bhd on seven-year tenure from drawdown. The firm’s advisory team consisted of Chris Lowe and Andrew Nimmo. Watson, Farley & Williams’ Singapore office has also advised ING Bank NV Singapore Branch and DBS Bank Ltd Hong Kong Branch in respect of the sale and lease back of steel dry bulk containers and general purpose containers valued at US$200 million with Florens Container Corporation SA. The transaction was led by partner Madeline Leong. WongPartnership has acted for the syndicate of banks in respect of the S$1.6 billion (US$1.3b) senior financing to South Beach Consortium Pte Ltd which will be used to refinance the S$800 million (US$646.3m) acquisition loan for the site at Beach Road on which the landmark “South Beach” project will be developed and to finance the construction of the “South Beach” project. The “South Beach” project has been designed to become a revolutionary New Eco-Quarter in Singapore, establishing itself as a “green icon” in the region. Partners Susan Wong, Choo Ai Leen and Dorothy Marie Ng acted on the matter. WongPartnership has also acted for (i) Queensley Holdings Ltd (Queensley), the issuer of S$320 million (US$258.5m) secured fixed rate senior notes due 2012 and S$151 million (US$122m) secured fixed rate junior notes due 2012, in respect of the early redemption of the notes and the redemption and payment of dividends. The redemption of the notes was required due to the sale of shares in Capital Square Pte Ltd, a wholly owned subsidiary of Queensley; as well as (ii) Australia and New Zealand Banking Group Ltd, the arranger and British and Malayan Trustees Ltd, the paying agent, bonds trustee and security trustee in respect of Street Square Pte Ltd’s issue of S$462 million (US$373.3m) in aggregate principal amount of 3.02 per cent fixed rate secured bonds due in 2014. Partners Angela Lim, Colin Ong, Hui Choon Yuen, Low Kah Keong, Carol Anne Tan and Christy Anne Lim acted on the matter. |