Allen & Gledhill has advised Malayan Banking Berhad (Maybank) and its wholly-owned subsidiary Mayban IB Holdings Sdn Bhd (Mayban), in respect of their separate share purchase agreements with Ronald Anthony Ooi Thean Yat and Yuanta Securities Asia Financial Services Ltd for the acquisition of approximately 257.6 million shares in the capital of Kim Eng Holdings Limited (Kim Eng) for approximately S$800 million (US$641.5m). Mayban further acquired approximately 5.59 per cent of ordinary shares in Kim Eng from the market and, upon satisfaction of the key conditions of the share purchase agreements, made a mandatory unconditional cash offer for all the ordinary shares in the capital of Kim Eng, other than those shares already owned by Mayban, its related corporations and their respective nominees. The deal, valued at approximately S$1.8 billion (US$1.44b), was led by partners Lucien Wong, Lim Mei, Francis Mok, Hoo Sheau Farn, Hilary Low and Zahedah Abdul Rashid, while partner Lee Kee Yeng advised Nomura Singapore Ltd, the financial advisor of Mayban.
Allen & Gledhill has also advised ARA-CWT Trust Management (Cache) Limited (as manager of Cache Logistics Trust) and Cache-MTN Pte Ltd (Cache-MTN), a wholly-owned subsidiary of HSBC Institutional Trust Services (Singapore) Ltd (in its capacity as trustee of Cache Logistics Trust), in respect of Cache-MTN’s establishment of a S$500 million (US$400.8m) multicurrency medium term note programme, pursuant to which it may issue notes to be guaranteed unconditionally and irrevocably by the Cache Logistics Trust. Australia and New Zealand Banking Group Ltd (ANZ) has been appointed as arranger and dealer of the programme. Partners Jerry Koh and Long Pee Hua led the transaction whilst partner Margaret Chin advised ANZ, and partners Glenn David Foo and Daselin Ang advised The Bank of New York Mellon, as issuing and paying agent, agent bank and trustee for the holders of the notes. Ashurst has acted as international and UAE counsel for the funders in respect of the financing of the Shuweihat S3 independent power project in Abu Dhabi, United Arab Emirates, which was completed on 19 May 2011. The firm advised the ECA lenders Japan Bank for International Cooperation (JBIC) and The Export-Import Bank of Korea (K-EXIM), together with the mandated lead arrangers BNP Paribas, Mizuho, Bank of Tokyo Mitsubishi-UFJ, HSBC, National Bank of Abu Dhabi, Samba Financial Group and SMBC. The facilities comprise US$1.1 billion of long-term facilities provided by JBIC, K-EXIM and the mandated lead arrangers and US$280 million equity bridge facilities. The Shuweihat S3 project is a new-build power generation plant that will produce 1600 MW on completion in 2014. Partners David Wadham and John Inglis led the transaction. Herbert Smith, led by Andrew Newbery, acted as the sponsors’ international counsel whilst Trowers & Hamlins, led by Andrew Rae, acted as sponsors’ UAE counsel. White & Case, led by Sandy Kritzalis, acted for ADWEA. AZB & Partners has advised Gajendra Kumar Patni, Ashok Kumar Patni, Narendra Kumar Patni (promoter group of Patni Computer Systems Ltd) and General Atlantic Mauritius Ltd (General Atlantic) in respect of the acquisition by Pan-Asia iGATE Solutions and iGATE Global Solutions Ltd of the entire shareholding of approximately 83 million shares held by the promoter group and General Atlantic in Patni Computer Systems Ltd. The acquisition represents about 60 per cent of the share capital of Patni Computer Systems Ltd on a fully diluted basis. The transaction was completed on 12 May 2011 and was valued at approximately US$1.22 billion. Partners Zia Mody, Alka Nalavadi and Essaji Vahanvati led the firm’s advisory team. AZB & Partners has also advised the Australian Wheat Board in respect of the acquisition by Cargill Inc of all the shares in AWB India Private Ltd, AWB Krishi Suvidha Parisar (Kota) Pvt Ltd and AWB Krishi Upaaj Parisar (Talera) Pvt Ltd. The acquisition was pursuant to a sale agreement signed on 15 December 2010 among Cargill Inc, Agrium Inc and AWB Ltd. Partner Ashwin Ramanathan led the transaction which was completed on 11 May 2011. Clifford Chance has advised the joint sponsors, composed of Goldman Sachs (Asia) LLC, China International Capital Corporation Hong Kong Securities Ltd, Deutsche Bank AG Hong Kong Branch and Credit Suisse (Hong Kong) Ltd, in respect of the US$2 billion H-share listing of Shanghai Pharmaceuticals Holdings Co Ltd (Shanghai Pharma) on the HKSE. Shanghai Pharma is a China-based manufacturer and distributor of pharmaceuticals and is China’s second largest drug distributor. The deal represents the largest IPO in Hong Kong this year. Partner Tim Wang led the transaction. Fangda has acted as PRC counsel for Morgan Stanley, Deutsche Bank and Macquarie as the underwriters in respect of the IPO of Phoenix New Media Ltd on the NYSE. Phoenix New Media Ltd, which operates a news and premium content web site (iFeng.com) in China, launched an IPO on 12 May 2011 which raised US$140 million. The firm’s team was led by partner Michael Qi. Harneys has acted as BVI counsel for Asia Wealth Group Holdings Ltd (Asia Wealth) in respect of its 16 May 2011 listing on PLUS. Asia Wealth was incorporated in the BVI on 7 October 2010 for the acquisition of wealth management related companies in Asia that seek to address the region’s growing number of HNWIs. Partner Rachel Graham led the transaction while Davenport Lyons advised as to English law. Herbert Smith has advised the joint global coordinators, composed of Deutsche Bank AG Hong Kong Branch, JP Morgan Securities (Asia Pacific) Ltd, Standard Chartered Securities (Hong Kong) Ltd and BOCI Asia Ltd, in respect of the approximately HK$2.25 billion (US$290m) listing on the HKSE and Rule 144A/Regulation S global offering of Yuanda China Holdings Ltd, one of the world’s largest manufacturers of curtain walls headquartered in China. The global offering consisted of an aggregate of 1.5 billion offer shares at an offer price of HK$1.50 (US$0.19) per share. The company intends to use the IPO proceeds to expand its production capacity and sales and marketing network, invest in research and development and repay existing debts. Partners Gary Lock and Kevin Roy led the transaction. Jones Day has acted for Maju Investments (Mauritius) Pte Ltd, a subsidiary of Temasek Holdings (Private) Ltd (Temasek), in respect of leading a consortium of international investors in the acquisition of a majority stake in US-based oilfield service company Frac Tech Holdings LLC (FTH). The consortium received US$1.7 billion in acquisition financing from Bank of America Merrill Lynch and Citigroup. Partner Michael Arruda led the transaction. Commercial Law Group, PC and Wachtell, Lipton, Rosen & Katz represented Chesapeake Operating Inc, which recapitalised its original investment in FTH through the transaction and now holds a 30 per cent interest in Frac Tech International. Khaitan & Co has advised Bank of India Tokyo, in its capacity as lender, in respect of the financial assistance by way of an external commercial borrowing to the extent of US$76.5 million availed by PFS Shipping (India) Ltd for the purchase of six mini bulk carriers from ABG Shipyard Ltd. Bank of India is one of the oldest commercial banks in India. Partner Devidas Banerji acted on the matter. Khaitan & Co has also advised United Bank of India (UBI) in respect of its approximately US$70 million preferential issue. UBI is a public sector banking institution with branches in 28 states and in four union territories in India. Partner Nikhilesh Panchal acted on the matter. Luthra & Luthra Law has acted as Indian counsel for Forrester Research Inc in respect of its acquisition of Knowledge Platform Inc’s Springboard Research business. The deal brought together Springboard Research, a leading market research and advisory business in the Asia-Pacific region, and the brand name Forrester, one of the world’s prominent independent research firms. Partner Shweta Hingorani led the transaction. Maples and Calder has acted as BVI counsel for Sino-Ocean Land (Perpetual Finance) Ltd in respect of its issue of US$400 million perpetual subordinated convertible securities callable 2016. The securities are listed on the SGX and are guaranteed by Sino-Ocean Land Holdings Ltd. The lead managers for the issue are BOCI Asia Ltd, Goldman Sachs (Asia) LLC and the Hongkong and Shanghai Banking Corporation Ltd. Christine Chang led the transaction whilst Paul Hastings Hong Kong acted for the issuer. Maples and Calder has also acted as Cayman Islands and BVI counsel for China Liansu Group Holdings Ltd in respect of its issue of US$300 million 7.875 per cent senior notes due 2016. JP Morgan and the Royal Bank of Scotland were the joint bookrunners, the joint lead managers and the initial purchasers. The firm’s team was led by Stacey Overholt and Mark Western whilst Milbank, Tweed, Hadley & McCloy advised on US federal law and New York law. Li & Partners advised on Hong Kong law whilst Jun He Law Offices advised on PRC law. The initial purchasers were advised by Skadden, Arps, Slate, Meagher & Flom as to US federal and New York law and by Commerce and Finance Law Offices on PRC law. McDermott Will & Emery has represented Fila Korea Ltd, owner of the Fila brand globally, and Mirae Asset Private Equity (Mirae), the largest private equity firm in Korea, in respect of their agreement to purchase the Acushnet golf business from NYSE listed Fortune Brands Inc. Acushnet is the leading golf equipment company in the world. The agreed purchase price is US$1.225 billion in cash. The closing is scheduled to occur after satisfaction of certain identified conditions. The group led by Fila Korea and Mirae includes Korea Development Bank, Korea’s largest government-owned bank, and is also expected to include the National Pension Service of Korea, the nation’s largest state-owned pension fund. The transaction was led by David Goldman, Paul Kim, Matt Rizzo and Tom Conaghan whilst lawyers for MWE China Law Offices in Shanghai also served as part of the deal team. Paul, Hastings, Janofsky & Walker has advised Mingfa Group (International) Company Ltd, a leading PRC investment company focusing on property development, in respect of its issuance of HK$1.56 billion (US$200m) in convertible bonds. The bonds have a 5-year maturity date and will bear interest at a rate of 5.25 per cent per annum payable semi-annually in arrears. HSBC and Morgan Stanley acted as the joint lead managers. Partner Vivian Lam led the transaction. Shin & Kim (with Blake Dawson and Larrain y Asociados) has advised LG International in respect of the acquisition of a 10 per cent interest in GeoPark’s oil and gas exploration and production blocks in Chile, including the Fell block which has been producing 7,000 barrels of petroleum and gas per day since 2006. The share purchase agreement was executed on 20 May 2011. Byung Tae Kim, Young-Jae Cho and David H Yang led the transaction. Shook Lin & Bok’s Singapore office has acted for Spice i2i Ltd in respect of a one-for-one renounceable rights issue to raise gross proceeds of approximately S$151 million (US$121m). Partner Sandra Tsao led the transaction. Shook Lin & Bok’s Singapore office has also acted for Olympus Leaf Holdings Ltd in respect of the sale of shares valued at approximately S$68 million (US$54.5m) in China Minzhong Food Corporation Ltd to JP Morgan (SEA) Ltd. Partner Sandra Tsao also led the transaction. WongPartnership has acted for Credit Suisse AG in respect of its acquisition of ABN Amro Bank NV’s (formerly Fortis Bank Nederland) Prime Fund Solutions business, which include hedge fund administration services, independent administrative services, investor services, and banking, custody and financing solutions. Partners Ng Wai King, Kenneth Leong, Ameera Ashraf and Dorothy Marie Ng acted on the matter. WongPartnership has also acted for City Developments Ltd (CDL) and its wholly-owned subsidiary Ascent View Holdings Pte Ltd (Ascent) in respect of the joint venture between CDL and IOI Corporation Berhad to develop the landmark commercial and lifestyle development in South Beach Road at Beach Road, Singapore, through a subscription of shares in Scottsdale Properties Pte Ltd by Ascent and IOI Consolidated (Singapore) Pte Ltd. 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 – 26 May 2011
Deals – 19 May 2011
Allen & Gledhill has advised Temasek (Holdings) Private Ltd (Temasek) in respect of the sale of approximately 40 per cent of its interest in Surbana Corporation Pte Ltd to CL Pinnacle Pte Ltd, a wholly-owned subsidiary of CapitaLand Ltd, for S$360 million (US$290.3m) in cash. Surbana Corporation, a Temasek-linked company, is a provider of integrated urban planning, architectural and engineering design, reclamation and other building consultancy services. Partners Lim Mei and Lee Kee Yeng led the transaction.
Allen & Gledhill has also advised CapitaMall Trust Management Ltd, the manager of CapitaMall Trust, in respect of its issue of S$350 million (US$282.3m) unsecured convertible bonds. The sole bookrunner and lead manager for the issue is Credit Suisse (Singapore) Ltd. Partners Jerry Koh, Long Pee Hua, Sunit Chabhra and Teh Hoe Yue led the transaction. In addition, Allen & Gledhill has advised South Beach Consortium Pte Ltd in respect of securing the S$1.6 billion (US$1.3b) facilities from a syndicate of lenders comprising DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, Sumitomo Mitsui Banking Corporation Singapore Branch, The HongKong and Shanghai Banking Corporation Ltd and United Overseas Bank Ltd. The facilities were for part-financing the proposed integrated development comprising office, residential, hotel and retail components at Beach Road, Singapore. Partners Jafe Ng and Margaret Chin led the transaction. Finally, Allen & Gledhill has advised Alpha Investment Partners Ltd, as fund manager of Alpha Asia Macro Trends Fund Ltd, in respect of Alpha Asia’s acquisition (through its joint venture through a subsidiary with NTUC Income), of shares in Capital Square Pte Ltd, which owns the property known as “Capital Square”. The consideration for the share purchase is approximately S$889 million (US$717m). Partners Penny Goh, Richard Young, Chiam Tao Koon, Sonita Jeyapathy, Fock Kah Yah and Tan Boon Wah led the transaction. Allens Arthur Robinson has advised Cargill, an international producer and marketer of food, agricultural, financial and industrial products and services, in respect of its acquisition of grain trading assets and infrastructure from Canadian fertiliser and rural services provider Agrium Inc. Under the deal, which closed on 11 May 2011, Cargill has purchased the AWB commodities management business that Agrium acquired when it purchased Australian agribusiness AWB Ltd on 3 December 2010. The acquisition includes AWB’s grain marketing operations, management of grain pools, international grain trading businesses, grain distribution and storage assets, and international operations based in Switzerland, India and the Ukraine. Partners Carolyn Oddie and Marcus Clark led the transaction. Blake Dawson acted for AWB/Agrium. Allens Arthur Robinson has also advised Experian in respect of the establishment of a new credit provider service in Australia. The new A$30 million (US$31.9m) JV introduces a new player into the market, Experian Australia Credit Services Pty Ltd. The owner of 16 credit bureaus around the world, Experian maintains information on more than 500 million consumers and uses that information to assist companies with risk evaluation. The JV with six major banks, including Citibank and GE Capital, will be majority-owned by Experian. It will provide consumer and business credit information to credit providers in Australia, but will need to gain regulatory approval in order to do so. Partner Niranjan Arasaratnam led the transaction. Mallesons Stephen Jacques acted for the banks. AZB & Partners has advised Tata Technologies Ltd and Tata Motors Ltd in respect of the acquisition by Tata Capital’s PE fund – Singapore-based Alpha TC Holdings Pte Ltd and Tata Capital Growth Fund I of Tata Technologies Ltd equity shares for a combined amount of approximately US$30 million. The acquisition, which was completed on 5 May 2011, represents a 13 percent equity stake on a fully diluted basis. Partner Vishnu Jerome led the transaction. AZB & Partners has also advised Warburg Pincus in respect of the investment by its affiliate, Willowbay Investment Ltd, in Diligent Power Private Ltd(DPPL) by acquiring approximately 25 per cent equity stake in DPPL. The balance of 75 per cent will be held by the Dainik Bhaskar Group. The deal was valued at approximately US$140 million and was completed on 26 April 2011. Partner Anil Kasturi led the transaction. Baker & McKenzie has acted for Morgan Stanley in respect of two recent M&A transactions in Taiwan’s securities market, in which Morgan Stanley is the financial advisor to the sellers in both transactions. Blake Dawson has advised gold production company Gold One International Ltd (Gold One) in respect of an off-market takeover offer and associated share subscription involving a consortium of Chinese investors. The consortium comprises Baiyin Non-Ferrous Group Co Ltd, a subsidiary of CITIC Group; China-Africa Development Fund, a subsidiary of China Development Bank; and Long March Group, all of which are acting through BOX Gold Investment Holdings Ltd. Gold One and the consortium have signed a transaction implementation agreement for an off-market takeover offer by the consortium for all of the issued shares in Gold One for a potential subscription of up to A$250 million (US$266m). Roger Davies led the transaction. Mallesons Stephen Jaques advised the Chinese consortium. Clifford Chance has advised funds managed by CVC Capital Partners in respect of their US$115 million investment in the Philippines’ Rizal Commercial Banking Corporation (RCBC). The investment will see the CVC funds take an approximate 15 per cent stake in RCBC, which is among the top five largest private domestic commercial banks in the Philippines. Partner Neeraj Budhwani led the transaction. Clifford Chance has also advised Standard Chartered Private Equity Ltd in respect of its US$34 million subscription of preferred shares of Top Wheel Ltd, a BVI holding company of Shaanxi Sunfonda Automobile Co Ltd. Shaanxi Sunfonda is a leading auto-dealership business headquartered in Xi’an, Shaanxi Province with “4S dealerships” including Audi, Volkswagen, Cadillac, Porsche and Lexus. “4S dealerships” are dealerships that are authorised to sell the products of a single brand of automobiles, and integrate sales, spare parts, service and survey. Partner Terence Foo led the transaction. Dewey & LeBoeuf has advised HNA Group Co Ltd (HNA) in respect of its investment in Spanish hotel chain NH Hoteles SA, a Madrid Stock Exchange listed company. The investment will see HNA take a 20 percent stake in NH Hoteles for approximately €431 million (US$614m) and become NH’s second largest shareholder. As part of the investment, the two companies also expect to form a hotel management joint venture and pursue other business opportunities. Partners Morton A Pierce, Peter Ivanick, Chang-Do Gong, Margaret Civetta, Jose Francisco Mateu Isturiz and Teresa Zueco led the transaction. Fangda has represented Sequoia Capital and DCM in respect of their Series B round investment in Vipshop.com, a PRC online B2C retailer of fashion brands. The total investment is over US$40 million and the closing took place on April 2011. The firm’s team was led by partners Michael Qi and Victor Yu. Gilbert + Tobin has advised Kulczyk Oil Ventures Inc (KOV) in respect of the proposed acquisition by international consortium Neconde Ltd of a 45 per cent interest in Oil Mining Lease 42, an oil and gas field in Nigeria, from Shell Petroleum, Total and Agip. KOV will be the technical partner to Neconde Ltd and is being bridge-financed into the transaction by its majority shareholder and consortium member, Kulczyk Investments SA. Partners Andrew Bullock and Nick Grambas led the transaction. Hadiputranto, Hadinoto and Partners has advised PT PT Federal International Finance, a subsidiary of PT Astra International Tbk, in respect of US$20 million private shogun bond transactions with cross currency swap – unsecured bonds (first series). The deal was the first shogun bond issued by FIF and was completed on 16 March 2011. Partner Indri Pramitaswari Guritno led the transaction. Other law firms involved were Linklaters Tokyo and Ali Budiardjo, Nugroho, Reksodiputro. Hadiputranto, Hadinoto and Partners is also representing PT Telekomunikasi Indonesia Tbk in respect of its acquisition of a majority stake in Cambodia’s largest mobile operator CamGSM from Three Star Investment Cambodia Ltd. The deal size is about US$ 493.7 million. The firm’s team was led by partner Sri Indrasturi Hadiputranto. Other law firms involved are DFDL Mekong Legal and Tax Advisers and Clifford Chance. Herbert Smith’s Hong Kong and Singapore teams have advised Fosun International Ltd (Fosun) in respect of its US$300 million Rule 144A/Regulation S offering of high-yield notes. The notes are senior obligations of Fosun and are guaranteed by several of Fosun’s offshore subsidiaries. The notes will bear interest at the rate of 7.5 per cent per annum and mature on 12 May 2016. Fosun is one of China’s largest privately owned investment holding companies. Goldman Sachs (Asia) LLC, Standard Chartered Bank and UBS AG Hong Kong Branch were the joint lead managers and joint bookrunners for the offering. Partners Kevin Roy, Melody Chen and Gary Lock led the transaction. Khaitan & Co has acted as domestic legal counsel for Central Bank of India, the third largest bank in India in terms of branch network, in respect of its rights issue for approximately US$562 million. The issue was reportedly the largest rights issue in FY 2010-2011 and was the first rights issue undertaken by any public sector bank constituted under Banking Companies (Acquisition and Transfer of Undertakings) Act. Partner Nikhilesh Panchal led the transaction. Khaitan & Co has also advised TA Associates in respect of its acquisition of a minority stake in Tega Industries Ltd for approximately US$40 million. TA Associates is one of the largest and most experienced middle-market growth private equity firms, with investments in over 400 companies and more than US$16 billion under management in capital. Tega Industries Ltd is a manufacturer and distributor of consumables for mineral processing and beneficiation industry. Partners Haigreve Khaitan and Aakash Choubey led the transaction. Kim & Chang has acted as Korean legal counsel for the arrangers (including Daewoo Securities Co Ltd) in respect of Korea Land & Housing Corporation’s entrustment of certain lease receivables arising from residence leases to Woori Bank. As trustee, Woori Bank issued beneficial interest certificates in the trust. LH My Home 3rd Securitization Specialty LLC, a special purpose company established under the ABS Act, acquired the senior beneficial interest certificate and successfully issued asset-backed securities in the amount of KRW1 trillion (US$918.15m), with the senior beneficial interest certificate as its underlying asset. YH Choi, SJ Lee and TM Yoon led the transaction. Mallesons Stephen Jaques has advised MetLife Inc in respect of the merging of its two joint ventures in China, Sino-US MetLife Insurance Co Ltd (headquartered in Beijing and with operations in five provinces), and United MetLife Insurance Company Ltd (headquartered in Shanghai and with operations in another four provinces). Re-named Sino-US United MetLife Insurance Co Ltd, the company will consolidate MetLife Inc’s insurance business in China, as it aims to become one of the top three foreign-invested life insurers for new policy business in the rapidly growing market. The insurer holds 50 per cent of the merged venture while Shanghai Alliance Investment Ltd owns the rest. The deal represents the first merger of foreign-invested life insurance companies to have taken place in China. The merger was announced on 19 April 2011. Partner Stuart Valentine led the transaction. Maples and Calder has acted as Cayman Islands counsel for Netqin Mobile Inc (Netqin), a Cayman Islands company, in respect of its IPO on the NYSE of 7.75 million ADSs, representing 38.75 million shares, priced at US$11.50 per ADS. The offering closed on 10 May 2011. Netqin is a leading provider of consumer-centric mobile Internet services, focusing on security and productivity. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Simpson Thacher & Bartlett acted for the underwriters composed of Piper Jaffray & Co, Oppenheimer & Co and Canaccord Genuity. Maples and Calder has also acted as BVI counsel to Hui Xian Asset Management Ltd, the manager of a REIT, in respect of its listing of the first RMB REIT on the HKSE. The firm’s team was led by Christine Chang and Barry Mitchell. Milbank, Tweed, Hadley & McCloy has represented AVIC International Holding Corporation (AVIC International) in respect of its US$186 million acquisition of general aviation piston engine manufacturer Teledyne Continental Motors (TCM) and aftermarket supplier and piston engine overhauler Teledyne Mattituck Services. Both companies are subsidiaries of NYSE-listed Teledyne Technologies. The transaction is the first successful acquisition by a Chinese aviation company of a US aviation industry manufacturer. AVIC International is the international arm of China Aviation Industry Corporation (AVIC), the largest aviation company in China and also one of China’s largest state-owned companies. Partners Ed Sun and Alex Kaye led the deal. Minter Ellison is advising Gloucester Coal on all legal and tax aspects in respect of its acquisition of a 100 per cent interest in Donaldson Coal Holdings Ltd and Ellemby Holdings Pty Ltd, and an the equity raising of approximately A$230 million (US$244.8m) to fund the cash consideration for these acquisitions. Gloucester will acquire Donaldson from Noble Resources Australia Pty Ltd for an enterprise value of A$585 million (US$622.7m). The second acquisition is under an agreement with shareholders of Ellemby Holdings Pty Ltd and has a base purchase price of A$30 million (US$32m). The acquisitions are subject to shareholder approval, sourcing of new debt facilities and FIRB approval. Partners John Steven and Bart Oude-Vrielink lead the transaction. Clayton Utz is advising Noble Group Ltd whilst Freehills is advising the underwriters in the capital raising. Minter Ellison is acting as Australian counsel to COFCO Corporation and its wholly owned Australian subsidiary, Top Glory (Australia) Pty Ltd, in respect of its announced takeover bid for Tully Sugar Ltd. Tully Sugar, which mills sugar cane to produce high grade raw sugar and molasses for export, is unusual in that it is an unlisted public company regulated by Chapter 6 of Australia’s Corporations Act takeover rules. COFCO is China’s largest diversified products and services supplier in the agribusiness and food industry. It is seeking up to 100 per cent ownership of Tully Sugar shares, with the acquisition subject to a number of conditions, including Australian FIRB approval and a 50.1 per cent minimum acceptance. Partners Marcus Best and Bruce Cowley lead the transaction. Ogier has acted as Cayman counsel for global touch solutions provider TPK Holding Co Ltd in respect of its recent US$400 million convertible bond offering. The transaction is reportedly the largest Taiwanese bond issuance in the year to date. The notes will be listed in Singapore. Partner Tim Bridges led the transaction whilst Lee and Li acted as Taiwanese counsel. Simpson Thacher acted for the underwriters. Paul, Hastings, Janofsky & Walker has advised China’s largest online dating platform, Jiayuan.com (Jiayuan), in respect of its IPO of 7.1 million American depositary shares, representing approximately 10.65 million ordinary shares, listed on the Nasdaq Global Select Market. The offering closed on 16 May 2011 and raised US$78.1 million. The underwriters were granted a 30-day option to purchase up to an additional of 1,065,000 ADSs to cover the over-allotment. Partners David Wang, Steven Winegar and Jia Yan led the transaction whilst Maples and Calder, led by Christine Chang, acted as Cayman Islands counsel and Zhong Lun Law Firm advised as to PRC law. Latham & Watkins, led by partners David Zhang and Benjamin Su, represented the underwriters composed of BofA Merrill Lynch, Citigroup Global Markets, China International Capital Corporation, Oppenheimer & Co and Stifel Nicolaus Weisel. Fangda, led by partner Michael Qi, also represented Citigroup Global Markets Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and several other underwriters. Paul, Hastings, Janofsky & Walker has also advised Sino-Ocean Land Holdings Ltd, one of the largest real estate companies in Beijing, in respect of its US$400 million perpetual subordinated capital securities issue. The deal marks the first perpetual capital securities issue by a Chinese property company. Goldman Sachs, BOC International and HSBC acted as the joint lead managers on the transaction. The firm’s team was led by partners Vivian Lam and Neil Torpey. Paul, Weiss has advised Ericsson in respect of the completion of its previously announced transaction to acquire the majority of the assets of the Guangdong Nortel Telecommunications Equipment Company Ltd, at a cash purchase price of US$50 million. The acquisition gives Ericsson R&D engineers, manufacturing and services professionals, as well as manufacturing and research facilities in the China region, for the continued development of its CDMA and GSM businesses. Partner Jeanette Chan led the transaction which was completed on 12 May 2011. Shook Lin & Bok’s Singapore office has advised RBC Dexia Trust Services Singapore Ltd, the trustee of K-REIT Asia, in respect of the acquisition of four strata office floors in Prudential Tower by K-REIT Asia from the vendors (comprised of Innisvale Investments Pte Ltd, Maraha Pte Ltd, Lima Bintang Holdings Pte Ltd and Mirabeau Gardens Pte Ltd), at a purchase price of approximately S$125.1 million (US$101m). Partner Tan Woon Hum led the transaction. Skadden Arps, Slate, Meagher & Flom has represented The Hongkong and Shanghai Banking Corporation Ltd (HSBC), The Royal Bank of Scotland plc (RBS) and Macquarie Capital (Singapore) Pte Ltd, as joint lead mangers and joint bookrunners, in respect of a RMB1 billion (US$153.68m) offering of US dollar settled, RMB denominated 11.5 per cent senior notes due 2014 by HKSE listed real estate developer Powerlong Real Estate Holdings Ltd (Powerlong). The notes were accepted for trading on the Singapore Stock Exchange. The firm also represented HSBC and RBS as arrangers of a US$47 million secured syndicated loan to Powerlong. The proceeds from the notes and the loan will be used primarily to finance existing and new property projects and for general working capital. The firm served as US counsel to the underwriters and English counsel to the lending banks. Partner Edward Lam led the transaction. Skadden Arps, Slate, Meagher & Flom has also represented The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan and The Royal Bank of Scotland plc, as joint lead mangers and joint bookrunners, in respect of a US$400 million offering of 10.625 per cent senior notes due 2018 by SGX listed real estate developer Yanlord Land Group Ltd. The notes were accepted for trading on the SGX. Proceeds from the notes will be used primarily to refinance existing indebtedness and for general working capital. Partner Edward Lam also led the transaction. Walkers has acted as BVI counsel to China Zenix Auto International Ltd, the largest commercial vehicle wheel manufacturers in China, in respect of its IPO on the NYSE which raised US$77.4 million. Partner Denise Wong led the transaction. WongPartnership has acted for Ascendas Fund Management (S) Ltd, in its capacity as manager of Ascendas Real Estate Investment Trust, in respect of its S$125.6 million (US$101.3m) acquisition from Ascendas (Tuas) Pte Ltd of two seven-storey multi-tenanted buildings, Neuros & Immunos, located at the Biopolis, a premier research hub in Singapore. Partners Dorothy Marie Ng and Serene Soh acted on the matter. WongPartnership has also acted as Singapore counsel for Malaysia Smelting Corporation Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad, in respect of its IPO and secondary listing in Singapore. Following the listing, the company is currently dual listed in both Singapore and Malaysia. Partner Long Chee Shan acted on the matter. Yulchon‘s Outbound and Natural Resources Teams have advised Korea Resources Corporation (KORES) in respect of a multi-part US$1.1 billion Canadian and Chilean mining investment. Upon closing, the deal would see KORES become a strategic partner of, and the largest shareholder in, Canadian mining company Capstone and the two companies jointly acquiring Canadian mining company Far West, with its Santo Domingo copper and iron project in Chile. KORES also committed to arrange financing for a large part of the capital costs to start commercial production at the mine, and KORES will obtain the rights to 50 per cent of the off-take of the mine. Partners Bong Hee Han and John KJ Kim supervised the deal whilst the firm also coordinated with local legal counsel Stikeman Elliott. |
Deals – 12 May 2011
AZB & Partners has advised Matrix Partners India Investment Holdings LLC (MPIIH) and Matrix Partners India Investments LLC (MPII) in respect of MPIIH’s subscription of compulsorily and fully convertible series A preference shares of Chetas Control Systems Private Ltd, and MPII’s purchase of series A equity shares of Chetas Control Systems Private Ltd held by one of the promoters. The deal was completed on 16 March 2011 and was valued at approximately US$13 million. Partner Abhijit Joshi led the transaction.
Ashurst has advised Fenner PLC in respect of the acquisition, via its wholly owned subsidiary, Fenner Singapore Pte Ltd, of the entire share capital of Multiseals Pte Ltd for a total consideration of S$14.425 million (US$11.67m). Multiseals is a privately owned company based in Singapore which manufactures and distributes seals to the oil and gas industry in the Asia-Pacific Region. Fenner is a global company engaged in the field of reinforced polymer engineering. Partner Susan Roy led the transaction whilst Selvam LLC, led by Krishna Ramachandra acted as Singapore law counsel to Fenner. TSMP Law Corporation, led by Jennifer Hsien Lin Chia, acted for Multiseals. Baker & McKenzie has acted for Sinopharm Group Co Ltd (Sinopharm), China’s largest pharmaceutical products distributor, in respect of its new H share placement raising approximately HK$3.4 billion (US$437.4m). Sinopharm issued approximately 138 million shares. The net proceeds will be used for the expansion of Sinopharm’s pharmaceutical distribution and retail network, as well as for liquidity replenishment. CICC, UBS and Morgan Stanley acted as the placing agents. Partner Anthony Jacobsen led the transaction. Harry Elias Partnership has acted as legal advisor in respect of the listing of Nam Cheong Ltd through a reverse takeover of Eagle Brand Holdings Ltd for a consideration of S$472 million (US$381.8m). Nam Cheong Ltd is a Malaysian-based international offshore marine group specialising in the building of offshore support vessels and operates one of the largest shipbuilding yards for offshore support vessels in Malaysia. The reverse takeover follows the successful divestment of the operating subsidiaries of Eagle Brand in 2010 in which the firm also advised. Partner Claudia Teo led the transaction. Norton Rose (Asia) has advised a consortium of banks (BNP Paribas, Citibank Global Markets Singapore Pte Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation) in respect of a US$1.5 billion revolving credit facility for Wii Pte Ltd, a wholly owned subsidiary of Wilmar International Ltd. Wii Pte Ltd holds proprietary investments for the Wilmar Group, an Asian agribusiness company with operations in China, India, Indonesia and some 50 other countries. The firm’s advisory team was led by Yu-En Ong. Advising Wilmar as to Singapore law were Allen & Gledhill. Khaitan & Co has advised Yes Bank Ltd in respect of providing rupee loan facility of approximately US$18 million to Integrated Coal Mining Ltd for developing and setting up a 9MW solar photovoltaic grid interactive plant at Kutch, Gujarat. Partner Amitabh Sharma led the transaction. Khaitan & Co has also acted as the Indian legal advisors to Bank of India in respect of the preferential issue for approximately US$227 million. Bank of India is one the largest banks in India and is one of the 14 banks which were nationalised on 19 July 1969. Partner Nikhilesh Panchal led the transaction. Rajah & Tann has advised The Ascott Holdings Ltd in respect of the disposal of its entire interest in Somerset (Wuhan) Investments Pte Ltd (SWI) to CapitaRetail China Trust. SWI indirectly holds the property known as Wuhan People’s Parade in Jianghan District, Wuhan, Hubei Province, PRC. The sale consideration, which is subject to completion adjustment, is approximately S$69.8 million (US$56.48m). The deal was announced on 6 May 2011 and is expected to be completed in the third quarter. Partners Chia Kim Huat and Danny Lim led the transaction. Allen and Gledhill acted for CapitaRetail China Trust. Rajah & Tann has also advised Zhong Jun Resources (S) Pte Ltd in respect of its S$17.1 million (US$13.8m) acquisition of a wholly-owned BVI subsidiary of FirstLink Investments Corporation Ltd, which owned a 27.82 per cent stake in Qinghai Province Salt Industry Ltd. The sale and purchase agreement was entered into on 6 April 2011 and completion is expected to take place in June or July 2011. Chia Kim Huat and Danny Lim also led the transaction. KhattarWong acted for Firstlink. Shook Lin & Bok’s Singapore office has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Ascendas Real Estate Investment Trust (A-REIT), in respect of the acquisition by A-REIT from Ascendas (Tuas) Pte Ltd of biomedical research hub Neuros & Immunos at Biopolis for S$125.6 million (US$101.6m). Partner Nicholas Chong led the transaction. Shook Lin & Bok’s Singapore Office has also acted for DBS Trustee Ltd, the trustee of Singapore-focused REIT Mapletree Commercial Trust (MCT), in respect of MCT’s IPO which raised gross proceeds of approximately S$893 million (US$722.2m). The IPO is the second largest listing in Singapore in 2011. Partner Tan Woon Hum led the transaction. Vinson & Elkins has advised China Petroleum & Chemical Corporation (Sinopec) and its affiliate Unipec Asia Co Ltd in respect of the negotiation of a 20 year LNG sale and purchase agreement for an annual volume of 4.3 million tonnes of LNG from Australia Pacific LNG Pty Ltd. The deal is reportedly the largest LNG supply agreement in Australian history by annual volume. Partner Rob Patterson led the transaction. |
Deals – 5 May 2011
Allen & Gledhill has acted as Singapore law counsel for Global Logistic Properties Ltd in respect of its issue of a US$2 billion Euro medium term note programme. The aggregate nominal amount of notes issued under the programme will not at any time exceed US$2 billion (or the equivalent in other currencies). Under the programme, the issuer proposed to offer up to RMB3 billion (US$461.8m) Series 1 fixed rate notes. Partners Leonard Ching and Bernie Lee led the transaction.
Allen & Gledhill has also advised One Raffles Quay Pte Ltd in respect of a facility agreement, under which a syndicate of banks advanced an unsecured loan facility in the aggregate principal amount of S$900 million (US$730.7m) to refinance One Raffles Quay’s existing loans from its shareholders. Australia and New Zealand Banking Group Ltd Singapore Branch, Citibank NA Singapore Branch, DBS Bank Ltd, Standard Chartered Bank Singapore Branch, The HongKong and Shanghai Banking Corporation Ltd (HSBC) and United Overseas Bank Ltd are lenders for this financing, while HSBC is facility agent for the lenders. Partner Jafe Ng led the transaction. Ashurst has advised Middle East jewellery retailer Damas International Ltd in respect of the acquisition of a controlling stake in its Saudi Arabian joint venture, Damas Saudi Arabia Company Ltd. Damas International Ltd’s subsidiary, Damas Jewellery LLC, acquired 49 per cent of the share capital of its existing joint venture in Saudi Arabia, taking Damas’s stake to 98 per cent with full control of the company. The firm’s advisory team was led by Chris Young whilst Hammad, Al Mehdar & Co advised on matters of Saudi Arabian law. Baker & McKenzie has advised TH Milk Joint Stock Company in respect of its acquisition of Tate & Lyle PLC’s stake in Nghe An Tate & Lyle, a sugar plant in Nghe An province, Vietnam. The purchase agreement was signed in 20 April 2011, and the transaction is subject to conditions, including a pre-emptive right of Tate & Lyle’s existing partner and Vietnamese government approvals. Partner Manh Hung Tran led the transaction. Freshfields represented Tate & Lyle. Baker & McKenzie has also advised ASX listed Australian biodiesel producer Mission NewEnergy Ltd in respect of its US$25 million IPO in the United States with a listing on the NASDAQ Global Market. The IPO was completed in 26 April 2011. The transaction represents the first US IPO with listing on NASDAQ by an Australian company in 15 years. Partner Andrew Reilly led the transaction. Davis Polk has advised the joint global coordinators (Citigroup Global Markets Ltd, Standard Chartered Bank, ICBC International Capital Ltd), and the initial purchasers (which include Citigroup Global Markets Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch), in respect of the Rule 144A/Regulation S offering by CNPC (HK) Overseas Capital Ltd of its US$700 million 3.125 percent guaranteed senior notes due 2016, its US$650 million 4.5 per cent guaranteed senior notes due 2021 and its US$500 million 5.95 per cent guaranteed senior notes due 2041. Partners Eugene C Gregor, Antony Dapiran and John D Paton led the transaction whilst King & Wood advised as to PRC and BVI law. CNPC (HK) Overseas Capital Ltd was advised by Shearman and Sterling as to US and Hong Kong law, by Appleby as to BVI law and by Jun He Law Offices as to PRC law. Davis Polk has also advised Credit Suisse Securities (USA) LLC and Barclays Capital Inc as initial purchasers in respect of a Rule 144A offering by ReneSola Ltd of US$175 million aggregate principal amount of 4.125 per cent convertible senior notes due 2018. In addition, the firm advised Credit Suisse International as counterparty to a capped call transaction with ReneSola in connection with the convertible senior notes offering. Based in Jiashan, China, ReneSola is a global manufacturer of solar wafers and producer of solar power products. ReneSola’s ADSs are listed on the NYSE. Partners James C Lin, James T Rothwell, Mark M Mendez and Lucy W Farr led the transaction. ReneSola was advised by Latham & Watkins as to US law, Haiwen & Partners as to Chinese law and Harney, Westwood & Riegels as to BVI law. The initial purchasers were advised by King & Wood as to Chinese law. Hogan Lovells has acted as Hong Kong and New York law counsel to CITIC Bank International as the lender in respect of the financing of the acquisition and delisting from the NYSE of Tongjitang Chinese Medical Company (Tongjitang), a specialty pharmaceutical company in China, by Tonsun International, a Cayman Islands exempted company controlled by Hanmax Investment Ltd and Fosun Industrial Co. The acquisition was originally announced in 1 November 2010 and was completed on 14 April 2011. Tongjitang continued its operations as a privately held company owned solely by Hanmax and Fosun, until it de-listed its US Depository Shares from the NYSE on 21 April 2011. The deal represents the first private transaction to be effected under the new Cayman Islands merger statute. The firm’s team was led by Gary Hamp whilst Walkers served as Cayman Islands legal advisor. Khaitan & Co has advised Krosaki Harima Corporation, the largest refractory player in Japan, in respect of the acquisition of a 51 per cent stake in Tata Refractories Ltd, the largest refractories manufacturer in India, from Tata Steel Ltd for approximately US$128 million. The deal represents the largest acquisition by a foreign company in the refractories sector in India. Partners Haigreve Khaitan and Zakir Merchant led the transaction. Khaitan & Co has also advised Mahindra & Mahindra Ltd (M&M) in respect of taking legal action against an infringer for his act of cyber-squatting by acquiring the domain name mahindradealer.com. The transaction involved preparing and issuing a Cease and Desist letter on the infringer; preparing and filing a complaint with the World Intellectual Property Organization (WIPO) Arbitration and Mediation Centre; handling the WIPO proceedings and subsequently receiving a favourable decision for transferring the domain name mahindradealer.com to M&M. Executive director Jose Madan and partner Nikhilesh Panchal led the transaction. Kim & Chang has represented Byeolnae Energy Co Ltd, a subsidiary of Hanjin Heavy Industries & Construction Co Ltd, in respect of the financing of the construction and operation of a combined heat and power plant to be built in Namyangju-si, Gyonggi-do, Korea. The financing comprises a senior credit facility and a subordinated credit facility, which enable Byeolnae Energy to finance funds of up to KRW240 billion (US$223m). A group of lenders, including The Korea Development Bank, Meritz Fire & Marine Insurance Co Ltd, Dongbu Fire & Marine Insurance Co Ltd, Hanwha General Insurance Co Ltd, Industrial Bank of Korea, KT Capital Corporation, National Agricultural Cooperative Federation, Korea Finance Corporation and Woori Bank, participated in the financing. The transaction, which closed on 29 April 2011, was led by partner Young-Kyun Cho. Lee & Ko has advised Korean private equity funds KoFC Shinhan Frontier Champ Fund No. 2010-4 PEF and IBK-Autus Green Growth PEF in respect of their acquisitions of redeemable convertible preference shares newly issued by Ilsung Corporation for the aggregate amount of KRW50 billion (US$46.4m) in 28 April 2011. Each investor paid KRW 25 billion (US$23.2m) and received 10.18 percent of the voting rights in the issuer, which is a manufacturer of oil and gas processing equipments used in petrochemical plants. Partner Je Won Lee led the advisory team. LS Horizon Ltd has advised Solar Power Company Ltd (SPC) in respect of the acquisition for back-door listing of Steel Intertech Public Company Ltd (Steel), a company listed in the Market for Alternative Investment of the Stock Exchange of Thailand. Steel acquired 45 million ordinary shares representing 100 per cent of the total issued shares of SPC for THB450 million (US$15m). Steel paid for the purchase by issuing 450 million new ordinary shares with a par value of THB1 (US$0.033) per share, which is equivalent to the swap ratio of one SPC share per 10 new Steel shares. After completion of the share swap, the stock exchange accepted Steel’s newly issued shares to be tradable from 1 April 2011 onwards. Partner Sawanan Limparangsri led the transaction. Mallesons has acted for Valad Property Group (VPG) in respect of the proposed acquisition of 100 per cent of VPG for approximately A$700 million (US$754m) by US private equity group Blackstone. The transaction is to be implemented by way of a court ordered scheme of arrangement for the Valad company and an informal trust scheme for the Valad trust. Partners Barry McWilliams and Ken Astridge led the transaction. Gilbert + Tobin, led by partners Peter Cook and Adam Laura, acted for Blackstone and also advised on its acquisition of A$185 million (US$199m) of convertible notes in VPG from Kimco. The acquisition of the convertible notes is not conditional on the scheme. Mallesons has also acted as legal counsel to Commonwealth Bank of Australia (in various capacities, including arranger, bookrunner, lead manager, seller, interest rate swap provider and liquidity facility provider) and Securitisation Advisory Services Pty Ltd (as manager) in respect of the Medallion Trust Series 2011-1, reportedly the largest Australian dollar denominated RMBS deal ever involving the issue of A$3 billion (US$3.23b) of residential mortgage backed notes. Due to strong investor demand and the quality of the underlying loan portfolio, the initial note issue of A$1 billion (US$1.08b) was upsized to A$3 billion (US$3.23b) following pricing which occurred in 6 April 2011. Partner Paul Smith led the transaction. Maples and Calder has acted as Cayman counsel to 21Vianet Group Inc, the largest carrier-neutral internet data centre services provider in China, in respect of its IPO of 14.95 million American Depositary Shares on NASDAQ at the public offering price of US$15 per ADS. Morgan Stanley & Co International plc, Barclays Capital Inc and JP Morgan Securities LLC acted as joint bookrunners, whilst Piper Jaffray & Co, William Blair & Company LLC and Pacific Crest Securities LLC acted as co-managers for the offering. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted for the underwriters. Maples and Calder has also acted as Cayman Islands legal counsel in respect of the launch of AIC Asia Opportunity Fund LP. The fund’s investment objective is to achieve, through selected private equity and equity-related investments, rates of return superior to public market investment alternatives, while reducing risk through the diversification of investments within the private equity market. The fund’s target capitalisation is US$150 million and will be capped at US$200 million. Anthony B Webster and Sharon Yap led the transaction whilst Mitsui and Company acted as on-shore counsel. Paul, Weiss has advised Motorola in respect of the sale of its networks business worldwide, including in Hong Kong and the PRC, to Nokia Siemens Networks BV (NSN), a joint venture between Nokia and Siemens in the network solutions businesses, for US$$975 million in cash. The transaction, which closed on 29 April 2011, involved complex structuring globally, especially in the PRC, and required numerous regulatory approvals, including China anti-monopoly clearance. The transaction was one of the few anti-monopoly review cases in China that entered into third phase review and received approval without conditions. Partner Jeanette Chan led the transaction. WongPartnership has acted for the majority shareholders and directors of KHC Holdings Pte Ltd (KHC) in respect of a restructuring of its corporate group, including its seven subsidiaries which are collectively worth approximately S$300 million (US$243.7m). The highlights of the restructuring process include the negotiation of the collective sale and collective development of high value real estate properties in Singapore held by KHC Holdings Pte Ltd’s subsidiaries. Partners Manoj Sandrasegara and Smitha Menon acted on the matter. WongPartnership has also acted for the developer in respect of the review and drafting of the contract documents for a major educational development in Abu Dhabi, UAE. The firm also provided legal assistance and advice in the drafting of the legal and governance structure for the educational institution. The project is valued at about AED4 billion (US$1.09b). Partners Paul Sandosham and Owyong Eu Gene acted on the matter. |
Deals – 28 April 2011
Allen & Gledhill has provided Singapore law advice for Malayan Banking Berhad in respect of its issue of a US$2 billion multicurrency medium term note programme. The issuance of its S$1 billion (US$816m) subordinated notes is the maiden issue under the programme. The Singapore dollar subordinated notes were structured on a 10 non-call 5-year basis, priced at 3.8 per cent and will qualify as Tier-2 Capital for Maybank. Partners Tan Tze Gay and Bernie Lee led the transaction.
Allen & Gledhill has also provided Singapore law advice for DBS Bank Ltd as the sole lead manager and bookrunner in respect of the issue by Hyflux Ltd (Hyflux) of S$400 million (US$326.4m) in aggregate liquidation preference of 6 per cent cumulative non-convertible non-voting perpetual Class A preference shares. The Class A cumulative preference shares are callable at the option of Hyflux in 2018, with step-up to a dividend rate of 8 per cent per annum on and from 25 April 2018. Hyflux exercised its upsize option in full and increased the total size of the offer from S$200 million (US$163.2m) to S$400 million (US$326.4m), due to overwhelming response from investors. The public offer, the placement and the reserve offer accounted for S$200 million (US$163.2m), S$190 million (US$155m) and S$10 million (US$8.16m), respectively of the total offer size of S$400 million (US$326.4m). Partner Sharon Wee led the transaction. AZB & Partners has advised Sesa Goa Ltd, a majority owned and controlled subsidiary of Vedanta Resources plc, in respect of its acquisition of 200 million shares, amounting to a 10.4 per cent stake in Cairn India, from Petronas International Corporation Ltd through an open market purchase. The deal was valued at approximately US$1.5 billion and was completed on 19 April 2011. Partners Shuva Mandal and Essaji Vahanvati led the transaction. Freshfields Bruckhaus Deringer has advised Zhongsheng Group Holdings Ltd (Zhongsheng), one of China’s leading national automobile dealership groups, in respect of the issue of its RMB1.25 billion (US$191m) three-year RMB denominated and RMB settled high yield bonds. The deal represents the first issue of an offshore RMB denominated high yield bond for Zhongsheng. The funds raised will be used for the expansion of Zhongsheng’s distribution network of 4S dealerships and for general corporate and working capital purposes. BOC International is the global coordinator and BOC International and Haitong International are the joint bookrunners and joint lead managers. Partner Calvin Lai led the transaction. Fried Frank has advised UBS AG Hong Kong Branch and Goldman Sachs (Asia) LLC, as lead underwriters, in respect of China NT Pharma Group Company Ltd’s (NT Pharma) global offering of ordinary shares and the related listing on the HKSE. The transaction consisted of the sale of approximately 270.5 million new shares by NT Pharma and approximately 86.5 million shares by certain shareholders (subject to the over-allotment option). Total gross proceeds were HK$1.62 billion (US$208.6m). NT Pharma is a vaccine and pharmaceutical product distributor in China for major global and domestic vaccine and pharmaceutical manufacturers. Partners Victoria Lloyd and Joshua Wechsler led the transaction. Herbert Smith has advised Sinopec International Petroleum Exploration & Production Corporation in respect of the subscription through its subsidiary for a 15 per cent ownership interest in Australia Pacific LNG Pty Ltd (AP LNG). ConocoPhillips and Origin Energy each retain a 42.5 per cent ownership interest in AP LNG. The transaction is valued at approximately US$1.5 billion. The subscription agreement was signed and announced on 21 April 2011 and is subject to regulatory approvals and on AP LNG reaching a final investment decision. AP LNG is the leading producer of coal seam gas (CSG) in Australia and holds the country’s largest CSG reserves position. Partner Anna Howell led the transaction whilst Blake Dawson acted as Australian law counsel. Australia Pacific LNG Pty Ltd was advised by Clayton Utz. Khaitan & Co has advised Toto India Industries Private Ltd (Toto) in respect its acquisition of industrial land measuring 180,418.325 square meters at Halol Industrial Area, Gujarat from Hindustan Motors Ltd for approximately US$5.6 million. Toto is an affiliate of Toto Asia Oceania Pte Ltd, the world’s largest plumbing manufacturer. Partner Sudip Mullick led the transaction. Khaitan & Co has also acted as domestic legal advisor for Mahindra & Mahindra Financial Services Ltd in respect of its Qualified Institutions Placement which raised approximately US$94.4 million. Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd and JM Financial Consultants Private Ltd acted as the book running lead managers. Partner Nikhilesh Panchal led the transaction. Maples and Calder has acted as BVI counsel for BVI company Franshion Development Ltd (Franshion) in respect of its issue of US$500 million guaranteed senior notes and the listing of the notes on the SGX. Franshion is a wholly-owned subsidiary of HKSE listed Franshion Properties (China) Ltd, a wholly owned subsidiary of Sinochem Corporation, a key PRC state-owned enterprise, which will be the guarantor of the notes. The lead managers are Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, The Royal Bank of Scotland plc and Nomura International plc. The firm’s advisory team was led by Christine Chang. Paul, Hastings, Janofsky & Walker is advising HKSE listed financial services company China Everbright Ltd (China Everbright) in respect of the disposal of 51 per cent of the share capital of Everbright Securities (International) Ltd to SSE listed Everbright Securities Company Ltd (Everbright Securities) for a consideration of approximately US$114 million. The consideration payable by China Everbright was reached with reference to a range of price-to-earnings (P/E) multiples of the companies selected from among the listed companies in Hong Kong with businesses similar to those of Everbright Securities (International) Ltd and the net profit of Everbright Securities (International) Ltd for the year ended 31 December 2010. Following the disposal, China Everbright and Everbright Securities will become joint venture partners, thus allowing China Everbright to make use of the extensive network of Everbright Securities in the PRC. Partner Vivian Lam leads the transaction. Sheppard Mullin has represented the independent committee of the board of directors of NYSE listed Tongjitang Chinese Medicines Company Ltd (Tongijitang) in respect of its privatisation and related financing. Tongjitang, a vertically integrated speciality pharmaceutical company focused on modernised traditional Chinese medicine in China, was acquired by BVI company Hanmax Investment Ltd (Hanmax) and Hong Kong incorporated company Fosun Industrial Co Ltd (Fosun). As a result of the acquisition, the company became a wholly owned subsidiary of Hanmax and Fosun. The deal represents the first going-private transaction by an NYSE-listed Chinese company incorporated in the Cayman Islands under the new Cayman Islands merger statute. Morgan Stanley acted as financial advisor to the independent committee. Partner Louis Lehot led the transaction whilst Thorp Alberga served as special Cayman Islands counsel. Shook Lin & Bok’s Singapore office has acted for HSBC Institutional Trust Services (Singapore) Ltd (as trustee of CapitaMall Trust), in respect of the offer and issue of S$350 million (US$285.6m) 2.125 per cent three-year unsecured convertible bonds due April 2014 to institutional and accredited investors. The initial offering size of S$200 million (US$163.2m) announced at the launch was increased to S$250 million (US$204m) due to strong demand. This was further increased to S$350 million (US$285.6m) when Credit Suisse (Singapore) Ltd, the lead manager, exercised the upsize option in full. Partner Nicholas Chong led the transaction. Simmons & Simmons has advised HSBC in respect of the launch of HSBC MSCI Greater China ETF series, a series of four Greater China focused funds which will track MSCI indexes in China, Hong Kong and Taiwan. The four funds are HSBC MSCI Hong Kong ETF (Hong Kong ETF), HSBC MSCI China ETF (China ETF), HSBC MSCI Taiwan ETF (Taiwan ETF) and HSBC MSCI Golden Dragon ETF (Golden Dragon ETF). The Hong Kong ETF and China ETF aim to provide investment results that, before fees and expenses, closely correspond to the performance of the MSCI Hong Kong Index and the MSCI China Index, respectively. The Taiwan ETF invests in Taiwanese securities listed on the TSEC and Taiwanese securities traded or quoted on the Gretai Securities Market whilst the Golden Dragon ETF is a fund of funds which invests in a combination of the above three ETFs. Partner Paul Li led the transaction. The Singapore office of Watson, Farley & Williams has advised a syndicate of international lenders, led by Bank of America NA as agent, in respect of an export-credit backed US$168 million project financing of a drilling rig for use in the Zhambyl oil field in the Kazakh sector of the Caspian Sea. The project sponsors are led by Korea National Oil Corporation and composed of SK Innovation Co Ltd, Samsung C&T Corporation, LG International Corporation, Aju Corporation, Daesung Industrial Co Ltd, Daewoo Shipbuilding & Marine Engineering Co Ltd and Hyundai Hysco Co Ltd. The drilling rig will be constructed by Daewoo Shipbuilding & Marine Engineering Co Ltd and is intended to be employed by the state-owned KazMunayGas of Kazakhstan. The financing was backed by credit insurance from Korea Trade Insurance Corporation (K-Sure) and arranged by Mizuho Corporate Bank Ltd, Banc of America Leasing & Capital LLC and WestLB AG. Partner Goh Mei Lin led the transaction. WongPartnership has acted as transaction counsel for a syndicate of 11 banks in respect of a S$400 million (US$326.4m) secured revolving credit facility to CDL Properties Ltd for refinancing the borrowings in respect of Republic Plaza and for general working capital purposes. Partners Susan Wong and Dorothy Marie Ng acted on the matter. WongPartnership has also acted for Bonvests Holdings in respect of the acquisition of about 30 per cent of the shares in Richvein Pte Ltd, the owner and operator of Sheraton Towers Hotel Singapore, from Over & Over Ltd. Partners Annabelle Yip and Joy Tan acted on the matter. |
Deals – 21 April 2011
Allen & Gledhill has provided Singapore law advice to Wilmar International Ltd (Wilmar) in respect of the grant of US$1.5 billion revolving credit facilities to its wholly-owned subsidiary Wii Pte Ltd to finance the general corporate and working capital requirements of Wilmar and its subsidiaries. The facilities granted to Wii are guaranteed by Wilmar. The mandated lead arrangers and bookrunners are BNP Paribas, Citibank Global Markets Singapore Pte Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation. Partner Margaret Chin led the transaction.
Allen & Gledhill has advised CVC Capital Partners Asia Pacific III Parallel-A LP (CVC), through Asia Link Holdings Ltd, in respect of its agreement with CVC Capital Partners Asia Pacific III LP to invest approximately Rp2.35 trillion (US$272.5m) for an effective equity interest of 49 per cent in PT Link Net. Partners Prawiro Widjaja and Glenn David Foo led the transaction. Allens Arthur Robinson has acted for renewable energy joint venture AusChina Energy Group (AEG), in respect of its establishment between two of China’s largest state-owned renewable energy businesses – China Datang Renewable Power Co (Datang Renewable) and Tianwei Baobian Electric Co (Tianwei Baobian) – and CBD Energy Ltd (CBD), an ASX-listed Australian diversified renewable energy company. Datang Renewable has a 63.75 per cent stake in AEG, while Tianwei Baobian and CBD have 12.50 per cent and 23.75 per cent interests, respectively. AEG, which is a stapled investment JV group, is reported as having a development target of approximately A$6 billion (US$6.45b) worth of renewable energy projects over eight years, which would represent one third of Australia’s wind energy market. The transaction represents the first initiative in renewable energy outside China by Datang Renewables and Tianwei Baobian. Partner Jeremy Low led the transaction. Ashurst is advising Japanese paper and packaging materials manufacturer Rengo Co Ltd (Rengo) in respect of its acquisition of a 29.9 per cent interest in HKSE-listed packaging products manufacturer Hung Hing Printing Group Ltd (Hung Hing) from Asia Packaging Company Ltd (Asia Packaging) for an aggregate consideration of HK$1.42 billion (US$183.4m). Asia Packaging, which is backed by CVC Asia Pacific Ltd, currently holds approximately 340.5 million shares in Hung Hing, representing approximately 37.5 per cent of the issued share capital. Partners Robert Ogilvy Watson and Lina Lee led the transaction whilst Oh Ebashi is advising Rengo on Japanese law. Clifford Chance, led by Andrew Whan, is acting for Asia Packaging. Ashurst has also advised HKSE listed China-based pharmaceutical services company China Medical System Holdings Ltd (CMS) in respect of its HK$1.4 billion (US$180m) acquisition of a company engaged in marketing, promotion and sale of prescription pharmaceutical products manufactured by domestic pharmaceutical companies in the PRC. Consideration for the transaction will be partly settled in cash and partly by the issue of new shares of CMS, which are subject to a lock-up of 6 months. Partner Lina Lee led the transaction. Baker & McKenzie has acted as US legal advisor to Hanmax Investment Ltd (Hanmax), Fosun Industrial Co Ltd (Fosun) and Tonsun International Company Ltd (Tonsun), a Cayman Islands exempted company all of the outstanding shares of which are owned by Hanmax and Fosun, in respect of their acquisition by way of merger of Tongjitang Chinese Medicines Company (Tongjitang), a specialty pharmaceutical company focusing on the development, manufacturing, marketing and selling of modernized traditional Chinese medicines in China. As a result of the acquisition, Tongjitang became a wholly-owned subsidiary of Hanmax and Fosun. The merger agreement was approved by the shareholders on 31 March, 2011. Post merger, Tongjitang will continue its operations as a privately held company owned solely by Hanmax and Fosun, and its American Depository Shares will no longer be listed on the NYSE. Partner Scott Clemens led the transaction whilst Conyers Dill & Pearman served as Cayman Islands legal advisor to Tonsun, Hanmax and Fosun. Baker & McKenzie has also advised eBay, the world’s largest online marketplace, in respect of its acquisition of an approximately 20 per cent stake in PeaceSoft, a Vietnamese e-commerce company. The investment provides eBay with a strategic opportunity to participate in Vietnam’s rapidly growing e-commerce market, while giving greater access to Vietnam-based users to eBay’s global platform. Partner Seck YeeChung led the transaction. De Brauw Blackstone Westbroek has advised Royal Philips Electronics (Philips) in respect of the signing of a term sheet with TPV Technology Ltd (TPV) to enter into a joint venture regarding Philips’ TV business. Philips will transfer its TV business to the JV and will grant a license to the JV for the use of the Philips brand. Philips will hold a 30 per cent stake in the JV whilst TPV will hold a 70 per cent stake. Signing of definitive agreements is expected mid July. Partner Arne Grimme led the transaction whilst Slaughter & May acted as Hong Kong counsel for Philips. Skadden, Arps Hong Kong acted as legal advisor to TPV whilst PwC Hong Kong provided financial due diligence. Fangda has represented haodf.com, a Chinese online service provider in the area of medical treatment and health, in respect of its series C round of funding from Trust Bridge, Ceyuan Ventures and DCM. The deal size is about US$15.75 million, and the closing took place in March 2011. The firm’s team was led by partner Victor Yu. Freshfields Bruckhaus Deringer has advised China NT Pharma Group Company Ltd (NT Pharma) in respect of its US$208 million IPO on the HKSE. NT Pharma is the largest fully integrated supply chain and promotional and sales services provider of vaccines as well as the second largest sales and marketing services provider for pharmaceutical products in China. NT Pharma will use the proceeds to expand the company’s distribution network, upgrade its infrastructure, and expand its promotion teams. Partners Chris Wong and Calvin Lai led the transaction. J Sagar Associates has advised global advertising and marketing services company Interpublic Group Interpublic Group in respect of a joint venture with Interactive Avenues Marketing Solutions Private Ltd, an advertising and marketing services company in India, regarding Interactive Universal Private Ltd (IUPL) which is engaged in digital media business in India. Partner Sandeep Mehta led the transaction. Khaitan & Co has advised Bush Foods Overseas Private Ltd (Bush Foods) in respect of an investment in Bush Foods by Standard Chartered Private Equity Mauritius for approximately US$25 million. Bush Foods is one of India’s leading companies engaged in the export of basmati rice. Partner Rajat Mukherjee led the transaction. Khaitan & Co has also advised The Karnataka Bank Ltd (Katarnaka Bank) and Edelweiss Capital Ltd as the lead manager in respect of the Karnataka Bank Ltd’s rights issue aggregating to US$103 million approximately. Karnataka Bank is a professionally managed scheduled commercial bank. It was incorporated on 18 February 1924 at Mangalore and is one of the oldest private sector banks in India having 87 years of history and offering a wide variety of corporate and retail banking products and services. Partner Nikhilesh Panchal led the transaction. Kim & Chang has advised Hyundai Motor Company Group Consortium (consisting of Hyundai Motor Company, Hyundai Mobis and Kia Motors Corp) in respect of its purchase in 1 April 2011 of 34.88 per cent of the total issued shares of Hyundai Engineering & Construction Co Ltd, the leading construction company in Korea, from nine financial institution shareholders including Korea Exchange Bank. The total purchase price for this transaction was KRW 4.96 trillion (US$4.6b). Through this transaction, Hyundai Motor Company acquired a 20.93 per cent stake for KRW 2.976 trillion (U$2.76b), Hyundai Mobis acquired an 8.72 per cent stake for KRW 1.24 trillion (US$1.15b) and Kia Motors Corp. acquired a 5.23 per cent stake for KRW 744 billion (US$690m). The transaction was led by SY Park, Jong Koo Park and Eui Seok Kim. LS Horizon Ltd has advised Krung Thai Bank Public Company Ltd in respect of the project financing and financial close of a small power project of Navanakorn Electric Company Ltd in the amount of approximately Baht 6.93 billion (US$227m). Partner Chaipat Kamchadduskorn led the transaction. LS Horizon Ltd has also advised SCB Asset Management Co Ltd in respect of the establishment of Prime Office Leasehold Property Fund (POPF) – THB3.42 billion (US$114m) Property Fund for Public Offering which invests in the Ploenchit Center Building and United Business Center II. POPF became the third securities listed on the Stock Exchange of Thailand in 2011. Partner Khemajit Choomwattana led the transaction. Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company (a Cayman Islands licensed trust company and a wholly owned subsidiary of Nomura Bank (Luxembourg) SA), in respect of the launch of Nomura Multi Managers Fund II and its three series trusts, namely Emerging Market Debt, Emerging Markets Local Currency Debt and US High Yield Bond. The investment objectives of the three series trusts are to seek a high level of income gain as well as capital gain by investing in a diversified portfolio consisting of emerging markets debt and high-yielding bonds. All service providers are within the Nomura Group. The series trusts are to be invested into by Japan-domiciled fund of funds and institutional investors. Richard Grasby and Stephen Watler led the transaction. Norton Rose (Asia) has advised ING Asia/Pacific Ltd in respect of the establishment of a family takaful joint venture in Malaysia, ING Public Takaful Ehsan, which is expected to generate over US$260 million by 2015. The JV is between ING, Public Bank Bhd (PBB) and Public Islamic Bank Bhd (PIBB) who hold 60 per cent, 20 per cent and 20 per cent equity participations, respectively. PBB and PIBB are members of the Public Bank Group, the third largest banking group in Malaysia. Partner Jake Robson led the transaction. Paul, Hastings, Janofsky & Walker has advised the issuer, Franshion Development Ltd (Franshion Development) and the guarantor, Franshion Properties (China) Ltd (Franshion Properties) in respect of the offering of US$500 million of senior notes. HKSE-listed PRC property company Franshion Properties is a subsidiary of Sinochem Group (Sinochem), one of China’s key state-owned enterprises. The notes are due in 2021 and the proceeds will be used for working capital, debt refinancing and general corporate purposes. The senior unsecured notes priced at a yield of 6.75per cent and are backed up by a letter of support from Sinochem Corporation. HSBC, RBS, Deutsche Bank and Nomura were the joint underwriters on the transaction. Partners Vivian Lam and David Grimm led the transaction. Paul, Hastings, Janofsky & Walker has also advised global digital consumer electronics and information technology company Samsung Electronics Co Ltd (Samsung) in respect of its definitive agreement with Seagate Technology plc (Seagate), the world leader in hard disk drives and storage solutions. Seagate and Samsung will expand and strengthen their strategic relationship by further aligning their respective ownership, investments and key technologies. The combined value of the deal is approximately US$1.375 billion, which will be paid by Seagate to Samsung in the form of 50 per cent stock and 50 per cent cash. Wilson Sonsini Goodrich & Rosati Professional Corporation served as legal advisor to Seagate. Shook Lin & Bok’s Singapore office has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of CapitaMall Trust (CMT), in respect of the acquisition by CMT from Jack Investment Pte Ltd of Iluma shopping mall in Singapore for a consideration of S$295 million (US$239m). Partners Nicholas Chong and Joseph Chun advised on the transaction. Slaughter and May has advised China International Capital Corporation Hong Kong Securities Ltd as financial adviser to China Uranium Development Company Ltd (China Uranium) in respect of its proposed subscription for new shares in HKSE listed Vital Group Holdings Ltd (Vital) for a total consideration of approximately HK$384 million (US$49.4m) and the proposed acquisition of HK$600 million (US$77.2m) convertible bonds issued by Vital. The proposed subscription for new shares and the full conversion of the convertible bonds would result in China Uranium acquiring approximately 73.4 per cent of the enlarged share capital of Vital, therefore triggering an obligation on the part of China Uranium to make a general offer for the shares in Vital. A whitewash waiver of the obligation will be sought. Weil, Gotshal & Manges has represented global private equity firm Providence Equity Partners in respect of their investment of approximately US$58 million in a mix of primary and secondary investment in UFO Moviez India Ltd, the world’s largest satellite based Digital Cinema Service and the only company in the world delivering MPEG-4 High Definition content for digital cinema via satellite. Partners Peter Feist, Akiko Mikumo and Jared Rusman led the transaction. WongPartnership has acted for Cargill Incorporated (Cargill) in the US$1.25 billion multicurrency global syndicated financing arranged by BNP Paribas, Deutsche Bank AG London branch, The Hongkong and Shanghai Banking Corporation Ltd (HSBC Bank), The Royal Bank of Scotland PLC and Standard Chartered Bank. The transaction represents the first global syndication exercise of the Cargill Group in Asia. Partner Christy Anne Lim acted on the matter. WongPartnership has also acted for Olam International Ltd (Olam) in respect of the proposed investment of approximately US$290 million by Tata Chemicals Ltd to acquire a 25.1 per cent equity stake in Olea Investment Holdings Pte Ltd, the Singapore holding company established by Olam and the Republic of Gabon to hold their interest in the Gabonese company established for the purpose of manufacturing urea fertiliser and ammonia using natural gas, which has an estimated project cost of US$1.3 billion. Partners Ong Sin Wei and Shirley Tan acted on the matter. |
Deals – 14 April 2011
Allen & Gledhill is advising Mitsui & Co Ltd (Mitsui) in respect of its share acquisition agreement with Pulau Memutik Ventures Sdn Bhd (a wholly-owned subsidiary of Khazanah Nasional Berhad) and Integrated Healthcare Holdings Sdn Bhd (IHHSB) where Mitsui will subscribe for 989 million new ordinary shares in the capital of IHHSB (representing approximately 18 per cent of the enlarged share capital of IHHSB), and acquire 661 million existing ordinary shares in IHHSB (representing approximately 12 per cent of the enlarged share capital of IHHSB), for approximately RM3.3 billion (US$1b). Upon completion, Mitsui will have a 30 per cent stake in IHHSB. This transaction values IHHSB at a pre-transaction equity value of RM9.022 billion (US$3b), a post-transaction equity value of RM11 billion (US$3.6b) and an enterprise value of RM14.612 billion (US$4.8b). Partners Tan Su May, Francis Mok and Daren Shiau and Chen Lee Won led the transaction whilst Rahmat Lim & Partners led by partner Lim Teong Sit and Linklaters Allen & Gledhill led by partners Stuart Bedford and Sophie Mathur also advised Mitsui.
Allen & Gledhill is also advising AMB Property Corporation (AMB) in respect of its joint venture with HIP China Logistics Investments Ltd to form AMB China Logistics Venture I. The JV’s overall equity commitment is US$588 million, of which AMB will contribute US$88 million. The JV’s investment strategy is to develop, acquire, own, operate and dispose of logistics properties in key markets in China. Partners Tan Su May, Long Jek Aun, Danny Tan and Sunit Chhabra led the transaction. Allens Arthur Robinson is advising Leighton Holdings Ltd (Leighton) in respect of its equity capital raising by way of entitlement offer, announced in 11 April 2011. The raising is a fully underwritten one-for-nine pro-rata accelerated renounceable entitlement offer of new Leighton ordinary shares at an offer price of A$22.50 (US$23.60) per new share to raise approximately A$757 million (US$795m). The proceeds will be used to strengthen Leighton’s balance sheet, provide financial flexibility to pursue growth opportunities, and support investment grade credit rating metrics. Partners Ewen Crouch, Andrew Finch and Vijay Cugati led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co is advising Areva T&D India Ltd in respect of its internal restructuring to demerge its distribution business into Smartgrid Automation Distribution and Switchgear Ltd, a wholly owned subsidiary of the company, in terms of a scheme of arrangement for demerger under Section 391 – 394 of the Companies Act, 1956. Bansi S. Mehta & Co is the valuer for this proposed scheme of arrangement. The proposed restructuring, which was approved by the board of directors in 11 April 2011, is expected to be achieved by end of 2011. AZB & Partners has advised Tak Machinery and Leasing Limited (TMLL) and the promoters in respect of the sale of 362,520 equity shares (representing 51.49 per cent of TMLL’s equity share capital) of TMLL held by the promoters to E-Ally Consulting (India) Private Limited and Shree Jaisal Electronics and Industries Limited (collectively, the purchasers); and the open offer by the purchasers to acquire up to 20 per cent of the shares of TMLL. The sale was valued at approximately US$1.9 million whilst the open offer was valued at approximately US$0.75 million. Partner Essaji Vahanvati led the transaction which was completed in 25 March 2011. AZB & Partners has also advised Pfizer Inc in respect of the acquisition by Chester Holdings Sàrl (an affiliate of Kohlberg Kravis Roberts & Company) of the Capsugel business of Pfizer Inc, including a transfer of its entire shareholding in Capsugel Healthcare Ltd. The deal was signed in 4 April 2011 and is yet to be completed. Partner Srinath Dasari led the transaction which was valued at approximately US$ 2.37 billion. Baker & McKenzie is advising global health care IT company iSOFT Group Ltd in respect of the takeover proposal from NYSE-listed Computer Sciences Corporation (CSC), a provider of technology-enabled business solutions and services, to be implemented via a scheme of arrangement announced in 1 April 2011. The scheme has an enterprise value of A$480 million (US$503.3m) and is dependent on approval by the Foreign Investment Review Board and EU merger clearance. Partner Steven Glanz is leading the transaction. Jones Day provided legal advice to CSC. Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office has advised Tokyo Gas Co Ltd (Tokyo Gas) in respect of its recent purchase of an equity interest in the BG Group’s Queensland Curtis LNG Project and on its agreement to purchase 1.2 million metric tons of LNG a year starting in 2015 for 20 years from the project. The equity purchase comprised a 1.25 per cent interest in various coal seam gas tenements located in the Surat Basin and a 2.5 per cent equity interest in the mid-stream second liquefaction train located on Curtis Island. The second liquefaction train is expected to start operating in 2014. The LNG purchase contract sets a precedent as the first sales agreement for the supply of LNG sourced from coal seam gas to Japan. Paul Davis, Ian Gordon, Colin Cook, Anne Hung and Rebecca Angus-Smith led the transaction. Mallesons Stephen Jaques acted for BG Group. Colin Ng & Partners has acted for Jian Huang Engineering Pte Ltd as vendor / lessee in respect of its sale and leaseback of industrial premises at 15A Tuas Avenue 18, Singapore to HSBC Institutional Trust Services (Singapore) Ltd, as trustee of Mapletree Logistics Trust. The deal was completed in under three weeks from receipt of documents from the purchaser’s solicitors in 11 March 2011 and involved advising the vendor on the deferral of the environment baseline study to post completion via a back-to-back undertaking to Jurong Town Corporation. Partner Ho Soo Lih led the transaction. WongPartnership acted for the purchaser. Davis Polk has advised UBS Securities LLC, ING Bank NV Singapore Branch and Crédit Agricole Corporate and Investment Bank as representatives of the initial purchasers in respect of a Rule 144A and Regulation S notes offering by eAccess Ltd (a Japanese provider of mobile broadband services and wholesale provider of ADSL services), consisting of $420 million (US$335.8m) aggregate principal amount of 8.25 per cent senior notes due 2018 and €200 million (US$288.7m) aggregate principal amount of 8.375 per cent senior notes due 2018. Davis Polk has also advised Citigroup Global Markets Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank as initial purchasers in respect of a US$350 million Regulation S offering by HKSE listed KWG Property Holding Ltd, a privately owned property developer in China, of its 12.75 per cent senior notes due 2016. Partners William F Barron and John D Paton led the transaction whilst Commerce and Finance Law Offices advised as to Chinese law. The issuer was advised by Sidley Austin as to US and Hong Kong law, Jingtian & Gongcheng as to Chinese law and Conyers as to BVI and Cayman Islands law. Fangda Partners has represented Digital Sky Technologies, the Russian internet investment group, in respect of its US$500 million investment in Chinese e-commerce company 360buy.com. The firm’s team was led by partners Jeffrey Ding and Richard Guo. Fangda Partners has also represented LaShou Group Inc, the largest bulk purchasing website operator in China, in respect of its series C financing of US$110 million. The firm’s team was led by partner Doris Tang. Gide Loyrette Nouel has assisted International Finance Corporation (IFC), a member of the World Bank Group, and IFC Capitalization Fund in respect of their investment of up to US$182 million in equity and US$125 million in subordinated debt in Vietnam Joint Stock Commercial Bank for Industry and Trade (commonly known as VietinBank). The equity investment represents approximately 10 per cent of Vietinbank’s increased charter capital. VietinBank is the first state-owned Vietnamese bank to allow a strategic foreign investor to take an equity stake. The subordinated loan has been structured to qualify as ‘Tier II’ capital under new regulations in Vietnam. Partner Samantha Campbell led the transaction. Harry Elias Partnership has advised Tata Chemicals Ltd in respect of the acquisition of a 25.1 per cent stake for US$290 million as a strategic investor in a port-based ammonia-urea fertiliser manufacturing complex in the Republic of Gabon, with the remaining stake being held by Olam International Ltd and the Republic of Gabon. The project has an estimated cost of US$1.3 billion and is envisaged to be one of the lowest cost urea manufacturing facilities globally. Partners S Suressh and Douglas Koh led the transaction. HopgoodGanim has advised gold exploration company Navaho Gold in respect of its ASX listing and IPO to raise A$9 million (US$9.4m). The funds raised will be used for exploration of gold and gold-silver projects in Queensland, Australia and Nevada, USA. The IPO was fully underwritten by Bizzell Capital Partners. Prior to its IPO, Navaho Gold was a subsidiary of resource project investment company D’Aguilar Gold. IndusLaw has represented ASM Technologies Ltd (ASM) in respect a definitive agreement to acquire 100 per cent of US-based Abacus Business Solutions Inc (Abacus) in an all cash deal. As part of the deal, ASM will offer to acquire all of the outstanding stock of Abacus through ASM`s wholly owned Singapore subsidiary, Advanced Synergic Pte Ltd. The acquisition gives ASM an opportunity to expand its offerings to a larger ERP client base in the US whilst ASM’s Center of Excellence in India provides complimentary solutions for Abacus`s clients to leverage and manage their enterprise applications. Partner Suneeth Katarki led the transaction. J Sagar Associates has advised specialty chemicals manufacturer Rhodia Group in respect of its acquisition by way of slump sale (through its wholly owned subsidiary, Rhodia Polymers & Specialties India Private Ltd) of the polymer compounding business of PI Industries Ltd at Panoli, Gujarat. Partners Sandeep Mehta and Ashoo Gupta led the transaction. PI Industries Ltd was advised by Neo Juris, a New Delhi based law firm. Khaitan & Co has acted as domestic legal counsel for the underwriters in respect of PTC India Financial Services Ltd’s IPO for approximately US$ 97 million. Partner Sharad Vaid led the transaction. Khaitan & Co has also acted as domestic legal counsel for EIH Ltd, one of the largest and most well-known hospitality groups in India, in respect of its rights issue for approximately US$ 248 million. Partner Vibhava Sawant led the transaction. Kim & Chang has acted for VOGO Investment (VOGO) in respect of its acquisition, through two funds it established, of a 44 per cent stake in Tong Yang Life Insurance Co Ltd from Tong Yang Financial Services Corp, Tong Yang Capital and Tong Yang Securities Inc (collectively, Tong Yang Affiliates), for approximately KRW 852 billion (US$782m). As part of the transaction, Tong Yang Affiliates acquired a call option to purchase shares of Tong Yang Life Insurance from VOGO. Young Man Huh, Myoung Soo Cho and Ki Seok Jang led the transaction. Kim & Chang has also acted for the offshore lenders in respect of a ship financing deal for SK Shipping Co Ltd for two vessels to be built by HHI yard. The deal was run and mandated by Shinhan Bank, Kookmin Bank Natixis HK and ABN AMRO Bank HK for selected lenders. The deal is significant because, legally, a Korean private equity fund (PEF) was utilised and structured to invest around 95 per cent as shareholder of the two Panama SPC borrowers/owners; and, commercially, despite the waning ship finance market due to the continuing global financial situation, SK Shipping as the loan guarantor and its Singaporean affiliated company as bareboat charterer, were able to procure the sizeable pre-and-post-delivery financing to implement the deal vis-a-vis the innovatively schemed PEF structure. The transaction was led by Yoon Hi Sun, Jin A Myung and Sung Hwan Choi. LS Horizon Ltd has advised Banpu Public Company Ltd in respect of the issuance and offering of 4 tranches of unsecured Thai Baht debentures due 2018, 2021, 2023 and 2026 respectively, in the total amount of Baht 15 billion (US$497m) in public offering with 4 underwriters, namely Bangkok Bank Public Company Ltd, Krungthai Bank Public Company Ltd, Kasikornbank Public Company Ltd and Siam Commercial Bank Public Company Ltd. Partner Khemajit Choomwattana led the transaction. Latham & Watkins has represented Qihoo 360 Technology Co Ltd (Qihoo), a provider of internet and mobile security products in China, in respect of its IPO of approximately 12.1 million American Depositary Shares, representing about 18.1 million Class A ordinary shares, on the NYSE. UBS Investment Bank and Citi acted as joint bookrunners for the offering whilst Stifel Nicolaus Weisel and Cowen and Company acted as co-managers. The underwriters have purchased an additional of about 1.8 million ADSs to cover the over-allotment. The offering closed in 4 April 2011 and raised gross proceeds of approximately US$202 million after the greenshoes have been fully exercised. Qihoo’s shares more than doubled to US$34 after the company priced its US IPO at US$14.5 on 29 March 2011. The deal is reportedly the largest listing by a Chinese company in the US this year. The firm’s team was led by partners David Zhang and Eugene Lee. Latham & Watkins is also advising Lashou.com (Lashou), a group-purchasing website based in China, in respect of the completion of its US$110 million series C financing announced in April 2011. The financing consortium was led by Milestone Capital as core investor, with participation from Richemont’s affiliates Reinet Fund SCA FIS and Remgro Ltd, along with existing investors that include GSR Ventures, Norwest Venture Partners and Tenaya Capital. Lashou has raised a total of US$166 million in venture capital, surpassing all other China-based group-buying companies in venture-backed financing. Partner David Zhang led the transaction. Luthra & Luthra Law Offices has represented PVR Ltd, a player in the cinema exhibition business and operator of multiplexes in India, in respect of its alliance with IMAX Corporation, one of the world’s leading technology companies in the entertainment industry, to install and maintain digital IMAX ® theatre systems in four key locations in India. The agreement was announced in 30 March 2011 and its closing is subject to receipt of regulatory approvals. Partner Samir Dudhoria led the transaction. Mori Hamada & Matsumoto has advised Sumitomo Mitsui Banking Corporation in respect of its acquisition of 41.2 per cent stake in Pocket Card Co Ltd (Pocket Card) from Promise Co Ltd (Promise). Pocket Card is a provider of personal loan guarantees, credit cards, and debt-collection services whilst Promise is engaged in the consumer finance industry. Total consideration for the acquisition was approximately JPY9 billion (US$107.58m). Partners Akira Marumo and Rintaro Shinohara led the transaction which closed in 31 March 2011. Mori Hamada & Matsumoto has also advised Japan Airlines Co Ltd (JAL) in respect of its refinancing to complete its corporate reorganization. JAL commenced reorganization proceedings in January 2010, establishing a new record with the largest amount of indebtedness (JPY2.3 trillion or approximately US$27.5b) for a Japanese insolvency case involving a non-financial sector company. Upon approval of the plan by the creditors and the court, JAL raised equity capital in the amount of JPY350 billion (US$4.2b) by Enterprise Turnaround Initiative Corporation of Japan (ETIC) in 1 December 2010. JAL raised additional equity capital from eight investors in the amount of JPY13 billion (US$155.5m) in 15 March 2011. JAL then refinanced its financial debt in the amount of JPY255 billion (US$3b) under new loan documents entered into with 11 major Japanese banks. Immediately upon closing of the refinancing, the Tokyo District Court declared the completion of JAL’s corporate reorganization procedure effective as of 28 March 2011. The restructuring process heavily involved the Japanese government and was the first case in which ETIC has provided its support to a private company. Gaku Ishiwata, Akira Marumo and Hiroki Aoyama led the transaction which was valued at approximately JPY617 billion (US$7.4b). Paul, Hastings, Janofsky & Walker has advised Rudong Ritai Infrastructure Development & Investment Co Ltd (Rudong Ritai) in respect of its US$230 million acquisition of equity interests in Rudong Yangkou Port Investment & Development Co Ltd (Rudong Yangkou Port) from Glory Well Ltd, a subsidiary of HKSE listed PYI Corporation Ltd. Rudong Ritai is a company wholly owned by the Rudong county government in Jiangsu, China whilst Yangkou Port is a Sino-foreign joint venture company that develops and operates the facilities of Yangkou Port, the sole deep-water seaport of Rudong county. The firm’s team was led by partners Jia Yan and David Wang. Shook Lin & Bok’s Singapore office has acted for Cleartrade Exchange Pte Ltd, a multi-lateral electronic platform for OTC freight and commodity derivatives, in respect of the setting up of its operations in Singapore and regulatory applications. The Monetary Authority of Singapore has granted Cleartrade Exchange a status of recognised market operator. Cleartrade Exchange is expected to increase levels of market access, trade transparency and price discovery, speed of transactions and automation for interdealer brokers, traders and clearing members, and is believed to be the first of such venue for OTC cleared freight and commodity derivatives regulated in a major financial centre. Partner Tan Woon Hum led the transaction. Shook Lin & Bok’s Singapore office has also acted as Singapore law counsel for the issuer, Yanlord Land Group Ltd (an investment holding company engaged in real estate development), in respect of the listing and quotation of US$400 million 10.625 per cent senior notes due 2018 on the SGX-ST. The notes have been fully placed to institutional and/or accredited investors. The firm also advised as transaction counsel on the Singapore law security package for the notes and other Singapore law aspects in connection with the note issue. Partners Gwendolyn Gn and Marilyn See advised on the transaction. Wong & Partners has represented HSBC Bank Malaysia Berhad in respect of the banking facilities of RM146.15 million (US$48.23m) granted to Hamzah Kwong-Hing Realty Sdn Bhd. Partner Mark Lim led the transaction. Wong & Partners has also advised the joint lead managers, CIMB Investment Bank Berhad and HSBC Amanah Malaysia Berhad, in respect of a RM600 million (US$198m) issuance of Sukuk Murabahah by TTM Sukuk Berhad, a wholly-owned subsidiary of Trans Thai-Malaysia (Thailand) Ltd. The deal represents the first time ever that a Thai company mobilized funds through Islamic financial instruments outside Thailand. Partners Azizul Azmi Adnan (Wong & Partners), Viroj Piyawattanametha (Baker & McKenzie Thailand) and Paul Elliott (Baker & McKenzie.Wong & Leow) led the transaction. WongPartnership has acted for the shareholders of Capital Square Pte Ltd (which owns Capital Square, a Grade A office development in Singapore), in respect of the sale of Capital Square Pte Ltd to Street Square Pte Ltd, a joint venture between Alpha Investment Partners Ltd and NTUC Income Insurance Co-operative Ltd, for approximately S$889 million (US$712m). The deal is believed to be the biggest office transaction in Singapore year to date. Partners Low Kah Keong, Angela Lim and Hui Choon Yuen acted on the matter. WongPartnership has also acted as transaction counsel for a syndicate of 16 banks (comprising 14 offshore banks and two local banks), in respect of a US$200 million syndicated multicurrency revolving loan facility to Hyflux Ltd, a Singapore incorporated company listed on the SGX. Partners Susan Wong and Choo Ai Leen acted on the matter. |
Deals – 7 April 2011
Allen & Gledhill has acted as Singapore law counsel for SingTel Group Treasury Pte Ltd (SGT), a wholly-owned subsidiary of Singapore Telecommunications Ltd (SingTel), in respect of its issue in March 2011 of US$600 million 4.5 per cent notes due 2021 pursuant to SGT’s S$10 billion (US$7.9b) Guaranteed Euro Medium Term Note Programme. SingTel will guarantee the notes issued under the programme. Partners Yeo Wico, Glenn David Foo and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Ascendas Funds Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of a private placement of new units in A-REIT to raise gross proceeds of approximately S$400 million (US$317.3m). Partners Jerry Koh and Teh Hoe Yue led the transaction. Allens Arthur Robinson has advised a Goodman Group-led consortium in respect of its successful A$1.4 billion (US$1.47b) acquisition of the ING Industrial Fund Ltd (IIF). The acquisition was completed in Sydney on 29 March 2011. Goodman Group is the largest industrial property group listed on the ASX and one of the largest listed specialist fund managers of industrial property and business space globally. The consortium comprised Goodman Group and three global pension/sovereign wealth funds. The acquisition will contribute 61 quality industrial properties, predominantly located in Australia’s key east coast markets, to Goodman Group’s portfolio and will increase Goodman’s assets under management to A$17.5 billion (US$18.3b). Partner Stuart McCulloch led the transaction. Allens Arthur Robinson has also advised independent global asset management firm Henderson Group plc in respect of the acquisition of one of the United Kingdom’s best-known fund managers, Gartmore Group Ltd. Henderson Group plc is the parent company of Henderson Global Investors. This deal, which was completed on 4 April 2011, brings Henderson Group plc’s assets under management to about £78 billion (US$127.4b), making it one of the largest asset managers in the UK. Partner Alex Ding led the transaction. AZB & Partners has advised JSW Steel Ltd in respect of its foreign currency borrowing of US$280 million from a consortium of international banks. Partner Vineetha MG led the transaction which was completed in 16 March 2011. AZB & Partners has also advised Tata Realty and Infrastructure Ltd in respect of its purchase, together with TRIF Realty Projects (Mauritius) Ltd, of 6.67 per cent and 93.33 per cent respectively of the share capital of Peepul Tree Properties Private Ltd from Kotak India Real Estate Fund-I for approximately US$76.25m. Partners Kalpana Merchant and Sai Krishna Bharathan led the transaction which was completed on 24 March 2011. Clifford Chance has advised European private equity firm IK Investment Partners (IK) in respect of its acquisition of the Offshore Incorporations (Offshore Inc) group of companies from the Carlyle Group. Offshore Inc is the Asian market leader in company formation and associated services. IK focuses on investments in mid-sized companies with strong cash flow and profit improvement potential. The deal is aimed at creating a world leading global trust and corporate services provider by merging the corporate services and trust brands, Acceptor and Credence Trust, with IK’s existing portfolio company, Vistra Group, enabling the combined company to enhance the product and services offering to its existing and future clients across its markets. Partner Simon Cooke led the transaction. Clifford Chance has also advised Istithmar Beach Road FZE (Istithmar), an investment holding company in Dubai and part of the Dubai World group, in respect of the disposal of its shares in South Beach Consortium Pte Ltd (South Beach) to Scottsdale Properties Pte Ltd (Scottsdale), a subsidiary of City Developments Ltd, one of the major property developers in Singapore. The sale of Istithmar’s shares closed on 5 April 2011. South Beach is a JV company which owns a prime site in Singapore opposite the Raffles Hotel on which there are plans to construct an integrated office, residential and retail development. The JV was formed by three initial investors including Istithmar, Scottsdale and Elad Group Singapore Pte Ltd, each with one-third shareholding. The firm’s team was led by partner Lee Taylor, supported by partners Andrew Brereton and Nish Shetty. Dhir & Dhir Associates has advised Hindalco Industries Ltd in respect of a loan financing of INR78.75 billion (US$1.75b) obtained from a consortium of 31 banks for its proposed 359-ktpa aluminum smelter and a 900-MW captive thermal power plant, also known as its Mahan Project. The loan documents were signed on 30 March 2011. Shivi Agarwal, Girish Rawat and Sumit Gandhi advised on the matter. HopgoodGanim has acted for ASX-listed technology company Jumbo Interactive, creator of the Oz Lotteries website, in respect of the implementation of a deed of company arrangement for its troubled subsidiary Manaccom, which had been placed into voluntary administration earlier this year. The deed will allow priority creditors, including employees, to receive 100 cents in the dollar for debts owed. The remaining unsecured creditors will receive between 43 and 100 cents in the dollar, compared with an estimated two to eight cents had Manaccom gone into liquidation. Khaitan & Co has advised Indian leisure hospitality providers Mahindra Holiday & Resorts India Ltd in respect of the title of the land measuring 19,324 sq mtrs together with the structure standing therein situated at Junagadh which has been acquired by the client to set up its luxury resort. Partners Sudip Mullick and Nikhilesh Panchal led the transaction. Khaitan & Co has also advised agricultural chemicals exporter Devidayal (Sales) Ltd in respect of the sale of majority shares to Arysta LifeScience Corporation Japan, an agrochemical and life science company engaged in the development, marketing and distribution of crop protection products as well as pharmaceuticals, pharmaceutical additives, organic chemical intermediates and veterinary products. Partner Kalpana Unadkat and executive director Daksha Baxi led the transaction. Kim & Chang has advised Korea National Oil Corporation (KNOC) in respect of its acquisition, together with a local partner in Kazakhstan, of 100 per cent of the shares in Altius Holdings Inc, a Canadian company listed on the Kazakhstan Stock Exchange, at the price of US$515 million. KNOC and the local partner acquired 95 per cent and five per cent, respectively. Altius Holding Inc owns Akzhar, Besbolek, Alimbai and Karataikyz oil fields in Kazakhstan, which are in the pre-production stage or already in the production stage. Yon-Kyun Oh, Chang-hee Shin and Yoon-Kyung Chang led the transaction. Latham & Watkins has represented CNinsure Inc, a US-listed leading independent insurance intermediary company operating in China, in respect of the sale of a 55 per cent interest in life insurance products distributor Beijing Fanhua Datong Investment Management Co Ltd (Datong ) to Winner Sight Global Ltd, an affiliate of Warburg Pincus LLC, for approximately US$63.69 million. The transaction closed on 25 March 2011. Partners David Zhang and Tim Gardner led the transaction. Maples and Calder has acted as Cayman Islands counsel in respect of the launch of BNY Mellon Emerging Markets Equity Income, a series trust of Mellon Offshore Funds. The investment objective of the fund is to pursue stable income and long-term asset growth through investment in a diversified portfolio of equities, expected to be high yielding and issued by companies listed on stock exchanges in the countries included in the MSCI Emerging Markets Index. The firm’s team was led by partner Spencer Privett whilst Japanese legal advice was provided by Mori Hamada & Matsumoto. Maples and Calder has also acted as Cayman Islands counsel in respect of the launch of Rogers ChinaTM – Food and Beverage Index Fund. The fund is being offered in Japan and its investment objective is to replicate, as far as possible before fees and expenses, the performance of the Rogers ChinaTM – Food and Beverage Index. The fund is managed by The Royal Bank of Scotland plc Singapore branch. As at launch, subscriptions totaling ¥1.2 billion (US$14m) were received. The firm’s team comprised of Spencer Privett and Nick Harrold whilst Japanese legal advice was also provided by Mori Hamada & Matsumoto. Paul, Hastings, Janofsky & Walker has advised Korean East-West Power Co Ltd (EWP) in respect of its US$300 million acquisition of a 40 per cent stake of Jamaica Public Service Company Ltd (JPS), a vertically integrated utility with the exclusive right to transmit and distribute electricity in Jamaica, from a subsidiary of Marubeni Corporation (Marubeni). The purchase and sale agreement was executed by the parties on 5 April 2011 in Jamaica. EWP and Marubeni will each own 40 per cent of JPS, and the Government of Jamaica will continue to own the remaining 20 per cent. JPS owns 640.9 MW of operating capacity and purchases additional capacity from a number of independent power producers in Jamaica. The firm is also representing EWP on the bridge financing and the takeout financing to be led by K-EXIM. Partner Joseph Kim led the transaction. Rajah & Tann has advised a group (consisting of Ching Wai Keung, Han Cheng Fong, Fan Kow Hin, Mah Kah Hoe, Ng Seng Leong, Cheng Wai Kok, Chan Kim Hing and others) in respect of its acquisition of the entire equity interest of i-Sprint Innovations Pte Ltd by ASL Security Solutions Ltd, a wholly-owned subsidiary of Automated Systems Holdings Ltd, for S$7.9 million, subject to adjustment. Partner Chan Wan Hong led the transaction which was completed on 28 March 2011. Shook Lin & Bok’s Singapore office has acted as Singapore law counsel for Shook Lin & Bok’s Singapore office has also acted for RBC Dexia Trust Services Singapore Ltd, the trustee of Cambridge Industrial Trust (CIT), in respect of CIT’s supplemental agreement with National Australia Bank Ltd to increase the acquisition term loan facility to S$120 million. The acquisition term loan facility will be secured, inter alia, by the properties acquired under the facility. Partner Tan Woon Hum led the transaction. White & Case has acted as international counsel to the lenders in respect of a ¥165 billion (US$2b) syndicated bank facility provided to eAccess Ltd, the Japanese internet service provider and parent of mobile data company, eMobile Ltd. The transaction is the first in the Japanese market to combine a syndicated facility with a simultaneous high yield bond. It is also the first major syndicated telecoms financing in Japan since the global financial crisis. Adding to the deal’s complexity was the planned merger of eAccess and eMobile that occurred on 31 March, the date of the drawdown under the syndicated facility agreement. The mandated lead arrangers and bookrunners for the syndicated facility were Credit Agricole SA, ING Bank NV, Mizuho Bank Ltd, Sumitomo Mitsui Banking Corporation, Aozora Bank Ltd and UBS AG. The funds will be used to refinance an existing syndicated facility of eMobile. Partner Mark Goodrich led the transaction. WongPartnership has acted as transaction counsel for the syndicate of mandated lead arrangers, lenders and hedge banks, in respect of S$830 million (US$658.4m) financing to Asia Square Tower 2 Pte Ltd for the development of a Grade A office and retail building and a fully-integrated 5-star hotel with entertainment, dining and conference facilities within the heart of the newly-crowned central business hub of Singapore, Marina Bay. Partners Susan Wong and Monica Yip acted on the matter. WongPartnership has also acted for UOL Residential Development Pte Ltd and UOL Property Investments Pte Ltd (part of UOL Group Ltd) in respect of the S$313 million (US$248.3m) acquisition of the Lion City Hotel and the adjoining former Hollywood Theatre site in Singapore. Partners Monica Yip, Serene Soh, Andrew Ang, Annabelle Yip and Chan Sing Yee acted on the matter. |
Deals – 1 April 2011
Allen & Gledhill has advised F&N Treasury Pte Ltd (F&NT), a wholly-owned subsidiary of Fraser and Neave Ltd (F&N), in respect of its launch of an offer for bonds comprising S$150 million (US$119m) 2.48 per cent bonds due 2016 and S$150 million (US$119m) 3.15 per cent bonds due 2018. The bonds will be unconditionally and irrevocably guaranteed by F&N. S$50 million (US$39.7m) of each of the 5-year bonds and the 7-year bonds are offered to the public in Singapore and S$100 million (US$79.4m) of each of the 5-year bonds and the 7-year bonds are also offered to institutional and other investors. DBS Bank Ltd is the sole arranger and sole bookrunner of the offer and sole lead manager of the public offer whilst DBS and CIMB Bank Berhad are the joint underwriters of the offer and joint lead managers of the placement. Partners Au Huey Ling and Sharon Wee led the transaction.
Allen & Overy has advised the receivers of PwC and – together with Chadbourne and Parke – HSBC Bank USA National Association as trustee in respect of a conditional settlement reached with Lehman Brothers Special Financing Inc on the recovery of minibond collateral for the benefit of the minibond investors of series 10 to 12, 15 to 23 and 25 to 36. Upon becoming unconditional, the settlement will result in the vast majority of minibond investors recovering more than 80 per cent of their original investment from the minibond collateral recovered by PwC, with a further ex gratia payment being made by the sixteen Hong Kong banks who distributed the minibond to the minibond investors, taking the recoveries up to between 85 per cent and 96.5 per cent of the original invested. The agreement is subject to noteholder approval, as well as obtaining confirmation from US Bankruptcy Court that the order made on 16 December 2008, known as the Derivatives Procedures Order, applied to the transaction underlying the relevant series. Partners David Kidd and Yvonne Siew led the transaction. Allens Arthur Robinson has acted for Commonwealth Bank of Australia as the agent and CBA Corporate Services (NSW) Pty Ltd as the security trustee on behalf of the syndicate lenders in respect of the restructuring of Alinta Finance. The deal concerned a restructure of a A$2.8 billion (US$2.9b) debt facility through four creditors’ schemes of arrangement and involved a debt-for-equity swap in respect of the secured debt, and a transfer of ownership of the companies in the Alinta Finance group to an entity controlled by the lenders. Partners Vijay Cugati and Ian Wallace led the transaction. Amarchand & Mangaldas has advised the investors – composed of Q Private Equity Trust, Macquarie Asia Pacific Co-Investment Fund LP (Australia) and Squadron South Asia (Mauritius) – in respect of their investment in AMR Constructions Ltd (AMR). The US$20 million investment was made in CCPS and equity shares issued by AMR. The transaction documents were signed on 28 February 2011 and the investment has been made. Partner Jaya Singhania led the transaction. AMR Constructions Ltd was advised by M C & Associates whilst the existing investor Avigo PE Investments Ltd Mauritius was advised by K Law. AZB & Partners has advised Power Finance Corporation Limited (PFC) and the selling shareholder (i.e. President of India acting through the Ministry of Power, Government of India) in respect of the further public offering of approximately 229.6 million equity shares of PFC, comprising of fresh issue of approximately 172.1 million equity shares and offer for sale of approximately 57.4 million equity shares by the President of India, acting through the Ministry of Power, Government of India. Partner Meera Singh Joyce led the transaction which was announced in 19 March 2011 and is yet to be completed. AZB & Partners has also advised Rabobank in respect of the US$40 million facility it extended to Magadi Soda Company Ltd, an indirect subsidiary of Tata Chemicals Ltd. The facility was secured by a guarantee provided by Tata Chemicals Limited. The transaction, which was completed in 9 March 22011, was led by partner Ashwin Ramanathan. Clifford Chance has advised CLP Holdings (CLP) in respect of a US$288 million financing of its subsidiary the Jhajjar Power Project (JPP) in India, the first power project finance transaction in India involving Chinese lenders. Five Chinese and other international lenders were involved in the syndicated deal: China Development Bank, The Export-Import Bank of China, The Hongkong and Shanghai Banking Corporation, The Standard Chartered Bank and The Bank of Tokyo-Mitsubishi UFJ. The 1320mw (2x660mw) power project located in Jhajjar, Haryana in northern India is one of the first Indian coal-fired projects to be project financed by overseas lenders since the Dabhol power project in the 1990s. Partner Ting Ting Tan led the transaction. Clifford Chance has also advised Siam Commercial Bank, Krung Thai Bank and TISCO Bank in respect of their syndicated loans to Sahaviriya Steel Industries UK (SSI UK) for its acquisition of the upstream steel production facilities of Teesside Cast Products (TCP) in Redcar, north England from Tata Steel UK Ltd. SSI UK is a wholly-owned subsidiary of Sahaviriya Steel Industries (SSI), Thailand’s largest steel sheet producer listed on the Bangkok Stock Exchange. The deal represents SSI’s first overseas investment and the acquisition is a strategic step towards fulfilling its ambition of becoming a fully integrated steel producer. Counsel Joseph Tisuthiwongse led the transaction. Fangda has represented Hony Capital in respect of its US$10 million investment in Yantai North Andre Pectin Co Ltd, a producer of pectin and related products in Shandong province, China. The firm’s team was led by partner Jeffrey Ding. HopgoodGanim has advised mineral exploration company JAB Resources (JAB) in respect of its merger with TSX-V listed Golden Touch Resources Corp (Golden Touch). As a result of the merger, all the issued securities of JAB have been acquired by Golden Touch, with shares and warrants in Golden Touch worth approximately A$15 million (US$15.5m) issued to former JAB security holders in exchange. Golden Touch acquired JAB’s shares using schemes of arrangement under Australian law. As part of the merger, over 8 million Golden Touch shares were issued to JAB security holders in a number of countries around the world. Partner Brian Moller led the transaction. Khaitan & Co has advised utility vehicles and industrial and farm equipment manufacturer Mahindra & Mahindra Ltd (Mahindra) in respect of its acquisition of 38 per cent stake in EPC INDUSTRIE’ LTD, a company engaged in the manufacture and sale of micro irrigation systems and PE industrial pipes. Partner Kalpana Unadkat led the transaction. Khaitan & Co has also advised Japanese automobiles and motorcycles manufacturer Honda Motor Co Ltd in respect of the sale of 26 per cent stake in Hero Honda Motors Ltd to Hero Investments Private Ltd for approximately US$854 million. The deal represents one of the largest M&A deals in 2011. Director Ketan Kothari led the transaction. Kim & Chang has advised Korean private equity firm Consus Asset Management Co Ltd in respect of its sale of approximately 43.5 per cent of the shares of Medison Co Ltd (a Korean manufacturer of diagnostic ultrasound systems and other medical devices) and 100 per cent of the shares of Prosonic Co Ltd to Samsung Electronics. The transaction, which closed in February 2011, was led by Dong Youn Kim. Latham & Watkins has advised Chinatrust Commercial Bank Co Ltd Singapore Branch and Société Générale Singapore Branch as the lead arrangers in respect of the US$400 million senior loan facility of PT Saptaindra Sejati (SIS), a subsidiary of PT Adaro Energy, from a syndicate of 12 local and international banks to refinance existing debts and finance capital expenditures. The loan has a maturity period of seven years, which is the longest tenor of any major financing to date in the Indonesian market. The mandated lead arrangers for the transaction were The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation Ltd, PT Bank UOB Buana, DBS Bank Ltd, Sumitomo Mitsui Banking Corporation, PT Bank Mandiri (Persero) Tbk Singapore Branch, The Bank of Tokyo-Mitsubishi UFJ Ltd Jakarta Branch, PT ANZ Panin Bank, Crédit Agricole Corporate and Investment Bank and Standard Chartered Bank. Partners Clarinda Tjia-Dharmadi and David Miles led the transaction. Mallesons Stephen Jaques has acted for ING Management Ltd (IML) in respect of the transfer of its management rights in the ASX-listed ING Office Fund (IOF). Partner David Eliakim led the transaction. Mayer Brown JSM has advised Elara Capital Plc as the sole lead manager and bookrunner in respect of the listing of up to 200 million global depositary receipts (GDRs) on the official list of the UK Listing Authority and the admission of approximately 24.3 million GDRs to trading on the LSE by Hoang Anh Gia Lai Joint Stock Company (HAGL). The deal represents the first ever overseas listing for a Vietnamese company. HAGL is one of Vietnam’s largest property developers and is also involved in rubber, hydro power and iron ore mining. Deutsche Bank Trust Company Americas has been appointed as depositary bank. Hoang Anh Nguyen in Hanoi and partners Drew Salvest, John Taylor and Paul de Bernier in London led the transaction. Mori Hamada & Matsumoto has advised GCA Savvian Gruop as the financial advisor for MM Holdings (MMH), the acquisition vehicle established by Muneaki Masuda, in respect of MMH’s offer to acquire the 60.2 per cent stake it does not already own in Culture Convenience Club Co Ltd (CCC), the Japan listed video and music soft rental chain stores operator, via an all cash management buyout. The deal values the entire share capital at ¥116.546 billion (US$1.43b). Masuda owns 39.8 per cent of CCC. The transaction is subject to a minimum acceptance of 30.41 per cent and the offer was completed in 23 March 2011. Partners Yuto Matsumura, Takahiro Kobayashi and Yoshihiro Kojima led the transaction. Paul, Hastings, Janofsky & Walker has advised Tan-Eu Capital (TEC), a company which manages funds and joint ventures in partnership with local partners in Asia, as co-sponsor in respect of the closing of real estate private equity vehicle Sotan China Real Estate I LP. The partnership, which TEC co-sponsored with Shui On Construction and Materials (SOCAM), is comprised of a club of European institutional investors with a joint venture between an affiliate of SOCAM and an affiliate of TEC acting as the general partner. The partnership will co-invest with SOCAM on transactions, resulting in equity available for investment of approximately US$400 million. The funds will be used to co-invest in special situation real estate projects in select second-tier cities throughout China. TEC will act as the fund manager whilst an affiliate of SOCAM will act as the asset manager. Partners John Cahill and Derek Roth led the transaction, Paul, Hastings, Janofsky & Walker has also advised China-based financial services company Far East Horizon Ltd (FEH) in respect of its US$658 million IPO on the HKSE and a Reg S international offering. If exercised, the over-allotment option granted to the underwriters would bring the deal size to approximately US$757 million. China International Capital Corporation, Morgan Stanley, UBS and Hong Kong and Shanghai Banking Corporation were the joint bookrunners for the offering. Partners Raymond Li, Vivian Lam and Chris Betts led the transaction whilst Freshfields Bruckhaus Deringer advised the underwriters. Paul, Weiss has advised IMAX Corporation (IMAX) in respect of its 75-theatre joint revenue sharing agreement with Wanda Cinema Line Corporation (Wanda). The agreement is the largest international deal ever for IMAX, and the second-largest in the company’s history. IMAX also announced the formation of IMAX China (Hong Kong) Ltd, a wholly-owned subsidiary of IMAX, to oversee the expansion of the rapidly growing IMAX business in the market. The agreement with Wanda represents IMAX’s first full revenue sharing agreement in China. Wanda, a wholly-owned subsidiary of Dalian Wanda Group, is the largest theatre operator in the PRC, as well as the country’s largest operator of IMAX theatres. Partner Jeanette Chan led the transaction. Paul, Weiss has also advised Telefonaktiebolaget LM Ericsson (Ericsson) in respect of its purchase of Nortel Networks Corporation’s (Nortel) Multi Service Switch (MSS) business. The acquisition gives Ericsson access to a strong product portfolio and an installed base in the data segment. The transaction also ensures the supply of the MSS platform for the recently acquired CDMA and GSM business units that Ericsson previously acquired from Nortel. Partners Marilyn Sobel and Stephen Shimshak led the transaction. Rajah & Tann has advised Oversea-Chinese Banking Corporation Limited (OCBC Bank) as the financial adviser to Min Aik Technology Co Ltd (Min Aik) in respect of Min Aik’s exit offer to acquire all the issued and paid-up ordinary shares in the capital of Map Technology Holdings Limited (Map Tech), other than those held by Min Aik and certain concert parties. Map Tech had presented a proposal to Min Aik to seek Map Tech’s voluntary delisting from SGX-ST, pursuant to Rules 1307 and 1309 of the SGX-ST Listing Manual. Pursuant to the delisting proposal, OCBC Bank has made, for and on behalf of Min Aik, a conditional exit offer. As announced on 22 March 2011, Map Tech shareholders approved the proposed delisting. Accordingly, the exit offer has become unconditional in all respects. The shares subject to the exit offer was valued at approximately S$74 million (US$58.7m). Partners Goh Kian Hwee & Lawrence Tan led the transaction. Rajah & Tann has advised The Lexicon Group Limited (Lexicon) in respect of its acquisition from Pengiran Muda Abdul Hakeem, Gregory Carlyon Simmons, Michael Earle, Calypso Holdings & Investments Ltd, Rehan Velmi and Eileen Ong Ching Yi of 51 per cent of the issued and paid-up shares in the capital of Elektromotive Ltd, a UK incorporated company and a leading provider of technology and engineering solutions for electric vehicle recharging stations. The purchase consideration will be satisfied by the issue of new shares in Lexicon to the vendors or their nominees. The acquisition amounts to a major transaction, as well as an interested person transaction, under the Listing Manual Section B: Rules of Catalist, and accordingly is subject to the approval of the shareholders of Lexicon. The acquisition is also subject, inter alia, to a whitewash resolution being obtained from the independent shareholders of Lexicon waiving their rights to receive a mandatory general offer from the vendors and/or their nominees or any of them and any parties acting in concert with them arising from the allotment and issue of the consideration shares. The transaction, which is still on-going, is valued at approximately S$15.3 million, subject to certain downward adjustments. Partners Evelyn Wee, Lim Wee Hann, and Lorena Pang led the transaction. Shook Lin & Bok’s Singapore office acted for Oversea-Chinese Banking Corporation Ltd as one of the joint lead managers in respect of the issuance of US$50 million 8.98 per cent fixed rate notes due 2016 by PT Elnusa Tbk, an oil and gas services listed company in Indonesia. Partners Marilyn See and Markus Blenntoft advised on the transaction. Shook Lin & Bok’s Singapore office has also acted for Oversea-Chinese Banking Corporation Ltd as the lead arranger and the lenders in respect of the US$14 million and IDR258 billion (US$29.7m) credit facility granted to PT Agro Maju Raya to, inter alia, fund the acquisition of a palm oil company in Indonesia and the development costs of certain palm oil plantations in Indonesia. Partners Marilyn See and Stanley Lim advised on the transaction. Slaughter and May, Hong Kong and London, is advising Unilever in respect of its first issuance of Renminbi denominated notes. The RMB300 million (US$45.8m) 1.15 per cent fixed rate notes due 31 March 2014 are issued by Unilever NV and guaranteed by Unilever PLC and Unilever United States Inc. Unilever’s Renminbi notes are the first issued by a European multinational and the first by a company in the FMCG sector. The note issue, which was announced on 28 March 2011, gives Unilever a new source of funding for its growth plans in China. Partners Peter Lake and Marc Hutchinson led the transaction. WongPartnership has acted for private equity firm CDH China Management Company Ltd (CDH) in respect of a voluntary conditional cash offer by Clean Water Investment Ltd, an SPV managed by CDH, to acquire all the issued and paid-up ordinary shares in the capital of SGX-listed water treatment company Sinomem Technology Ltd at an offer price of S$0.70 (US$0.56) per share. The offer is valued at approximately S$351.25 million (US$278.76m). Partners Andrew Ang, Tay Liam Kheng and Christy Anne Lim acted on the matter. |
Deals – 24 March 2011
Allen & Gledhill has acted as transaction counsel and issuer counsel for the trustee-manager of Hutchison Port Holdings Trust (HPH Trust) in respect of HPH Trust’s IPO which raised gross proceeds of approximately US$5.45 billion. The offering also includes a preferential offer of units in Hong Kong to qualifying shareholders of Hutchison Whampoa Ltd and a public offer without listing in Japan. Partner Jerry Koh led the transaction.
Allen & Gledhill has also advised Temasek Holdings (Private) Ltd (Temasek Holdings) and Temasek Financial (II) Private Ltd (Temasek Financial) in respect of Temasek Financial’s establishment of a US$5 billion Euro-commercial paper programme which is unconditionally and irrevocably guaranteed by Temasek Holdings. Partners Yeo Wico and Sunit Chhabra led the transaction. Allens Arthur Robinson has advised Bush Heritage Australia (BHA), a non-profit organisation dedicated to protecting Australia’s wildlife, in respect of the acquisition of two parcels of land at Liffey, 47km south-west of Launceston, Tasmania. A long-standing pro bono client of the firm, BHA was founded by Greens leader Bob Brown 20 years ago. The land at Liffey, measuring 14ha, includes the property known as ‘Oura, Oura’, which was Brown’s personal retreat for almost 40 years and is also home to native animals including platypus, falcons, quolls and bandicoots. Brown donated the property to BHA so that it can be preserved for the enjoyment of future generations. Partners Mark Stubbings and Adrian Chek led the transaction. Amarchand & Mangaldas has advised JP Morgan Advisors Private Ltd, the Indian non-banking financial company arm of JP Morgan, in respect of real estate financing provided to Parsvnath Landmark Developers Private Ltd, a subsidiary of Parsvnath Developers Private Ltd and an SPV for development of a luxury residential project “La Tropicana” at Khyber Pass, Civil Lines, Delhi, by way of a senior secured loan secured by an English mortgage on the real estate development project, including the underlying land, pledge of shares of the special purpose entity, guarantee and sponsor support from Parsvnath Developers Ltd. The financing also involved creation of escrow accounts for the real estate project cash flows. The transaction involved refinancing of existing lenders and cash out to existing private equity investors. The deal, valued at approximately INR140 crores (US$31.3m), was signed on 16 December 2010 and closed on 18 February 2011. Partners L Viswanathan and Ashish Jejurkar led the transaction whilst Allen & Overy LLP Singapore acted as international legal counsel. Parsvnath Landmark Developers Private Ltd was advised by KNM & Partners New Delhi. Amarchand & Mangaldas has also acted for Roots Corporation Ltd (Roots), a subsidiary of Indian Hotels Ltd, in respect of its agreement to raise funds from Omega TC Holdings Pte Ltd (Omega), a Singapore-incorporated private limited company. The money raised was INR150 crores (US$33.6m). Omega is also proposing to acquire CCPS worth INR70 crores (US$15.7m) from existing holders of CCPS. Omega will also have an option to invest a further INR100 crores (US$22.4m), subject to satisfaction of certain conditions. The transaction was signed on 16 March 2011 and was led by senior partner Vandana Shroff whilst Omega TC Holdings Pte Ltd was advised by a team from AZB & Partners Mumbai led by partner Ashwin Ramanathan. Appleby has acted as Bermuda counsel for eStats Funds Management Pty Ltd (eStats) in respect of its establishment of a new master-feeder fund structure domiciled in Bermuda. The funds will utilize their own purpose-built proprietary models that seek profit potential in the microstrucuture dynamics of certain international electronic financial and commodity markets and liquidity pools and targets. The funds’ ultra-high frequency trading techniques are targeted to produce an investment return of 30 per cent per annum. The innovative structure and domicile of the funds were elected to further eStats’ trading on multiple global electronic market places and the recognition afforded to Bermuda funds by various stock and commodity exchanges. Partner Jeffrey Kirk led the transaction whilst the Australian counsel was DLA Philips Fox Syndey, led by Martin Jamieson. Clifford Chance has advised Malaysia’s Maxis Communications Berhad in respect of the restructuring of its joint investment with Saudi Telecom Company in Indonesian mobile operator PT Natrindo Telepon Seluler (NTS). Following the restructuring, Saudi Telecom’s equity ownership in NTS will be 80.1 per cent while Maxis Communication’s equity ownership in NTS will be 14.9 per cent. The transaction requires local regulatory approvals but is expected to close in April 2011. Partner Lee Taylor led the transaction. Clifford Chance has also advised Barclays Bank, The Royal Bank of Scotland and Standard Chartered Bank as joint lead managers and bookrunners in respect of Hong Leong Bank Berhad’s US$300 million bond issuance of 3.75 per cent notes due 2016. The deal represents the first US dollar senior bond to be issued by a Malaysian bank. CIMB and Bursa Malaysia listed Hong Leong Investment Bank acted as co-managers for the issuance. Partner Joan Janssen led the transaction. Colin Ng & Partners, led by partner Bill Jamieson, acted as Singapore law counsel and Singapore listing agent for Hong Leong Bank. Fangda has represented Goldman Sachs in respect of its acquisition of a 12.02 per cent stake in Taikang Life Insurance Co Ltd. The firm’s team was led by partners Jonathan Zhou and Jeffrey Ding. Fangda has also represented New China Trust Co Ltd in respect of its acquisition of 100 per cent equity interest in Jin Hua Dong Chen Real Property Company Ltd for approximately RMB845 million (US$128.75m). The firm’s team was led by partner George Xu. IndusLaw has represented San Francisco-based venture capital firm Walden Investments VI (Walden) in respect of its US$6 million investment in Chennai based Bank Bazaar.com, an online bank loan advisory and processing portal. The transaction represents Walden’s first investment in a pure play financial services start-up in India in what is already the second round of funding for the Chennai-based start-up that raised $ 1.2 million of capital initially from strategic investor AVT Infotech. Partner Kartik Ganapathy led the transaction. Khaitan & Co has advised Standard Chartered Private Equity (Mauritius) Ltd in respect of its investment of approximately US$18.8 million in Privi Organics Ltd India, an Indian company engaged in manufacturing aroma chemicals. Partners Haigreve Khaitan and Vaishali Sharma led the transaction. Khaitan & Co has also advised Nippon Life Insurance Company (Nippon Life) in respect of its acquisition of a 26 per cent stake in Reliance Life Insurance Company Ltd (Reliance Life) India. Nippon Life will invest an aggregate value of INR3,062 crores (US$680m), partly through a fresh issue and partly though purchase of outstanding shares from Reliance Capital Ltd and its affiliates. The deal represents reportedly the largest deal in the insurance space involving complex regulatory issues. Partner Upendra Joshi led the transaction. Kim & Chang has advised Korean cable company C&M Co Ltd (C&M) in respect of its acquisition of a 99.8 per cent stake in GS Ulsan Broadcasting Inc and an 84.9 per cent stake in GS Gangnam Broadcasting Inc from GS Home Shopping Inc for an aggregate purchase price of KRW393 billion (US$349.4m). The transaction, which closed on 8 March 2011, was led by Jong Koo Park and Tae Hyun Park. Kim & Chang has also advised the Hyundai Motor Company Group Consortium (consisting of Hyundai Motor Company, Hyundai Mobis and Kia Motors Corp) in respect of a share purchase agreement for the purchase of 34.88 per cent of the total issued shares of Hyundai Engineering & Construction Co Ltd, the number one construction company in Korea, from nine financial institution shareholders, including Korea Exchange Bank. Through this transaction, Hyundai Motor Company will acquire a 20.93 per cent stake for KRW2.976 trillion (US$2.65b), Hyundai Mobis will acquire an 8.72 per cent stake for KRW1.24 trillion (US$1.1b) and Kia Motors will acquire a 5.23 per cent stake for KRW744 billion (US$661.8m). The total purchase price for this transaction is KRW4.96 trillion (US$4.41b). The transaction, which closed on 8 March 2011, was led by Sang Yeol Park, Jong Koo Park, and Eui Seok Kim. K&L Gates has advised Karak International Oil, a subsidiary of UK company Jordan Energy & Mining Ltd (JEML), in respect of the signing of a US$1.8 billion oil shale retort concession agreement with the Jordanian government to develop part of Jordan’s extensive oil shale reserves. Jordan is estimated to have 40 billion tonnes of oil shale deposits, making it the fourth largest oil shale deposit in the world, but currently imports 96 per cent of its energy needs. JEML’s new extraction and processing plant will significantly reduce Jordan’s reliance on imported oil and gas and help to put the country on track for self sufficiency in hydro carbons. Partner Jeremy Landau led the transaction. Latham & Watkins has represented ReneSola Ltd, a global manufacturer of solar wafers and producer of solar power products based in China, in respect of its offering of US$175 million 4.125 per cent convertible senior notes due 2018 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The notes are convertible into ReneSola’s American Depositary Shares. Concurrent with the pricing of the notes, ReneSola also entered into a capped call transaction covering the ADSs under the notes. Credit Suisse and Barclays Capital acted as joint book-running managers. The firm’s advisory team was led by partner David Zhang with partners Witold Balaban and Rafal Gawlowski. Mayer Brown JSM has advised China State Construction International Holdings Ltd (CSC) in respect of its one-for-five rights issue. CSC expects to raise not less than HK$3.58 billion (US$459.2m) before expenses at a price of HK$6 (US$0.77) per rights share. The rights issue was announced on 18 March 2011. With the fundraising, CSC aims to augment its financial position to enable it to capture more investment opportunities in infrastructure projects in China. Partner Jeckle Chiu led the transaction. Ogier has acted for Credit Suisse AG Singapore Branch in respect of a US$1.3 billion credit facility refinancing. The refinancing was required in connection with the acquisition by Vallar plc (a Jersey-incorporated company listed on the LSE) of holdings in Indonesian mining companies PT Bumi Resources Tbk and PT Berau Coal Energy Tbk. The acquisition will be treated as a reverse takeover and is intended to create a diversified international mining company. The firm was instructed by and worked with Allen & Overy lawyers. Partners Chris Byrne and Nathan Powell led the transaction. Orrick, Herrington & Sutcliffe has advised China Kingstone Mining Holdings Ltd (Kingstone), China’s largest marble mining operator, in respect of its HK$1.3 billion (US$167m) IPO on the HKSE, with a rule 144A/Regulation S placement to global investors. The listing took place on 18 March 2011, under Chapter 18 of the listing rules which governs the listing of mineral companies. Citigroup Global Markets Asia Ltd acted as sponsor of the transaction, which represents the first listing of a Chinese marble company in the HKSE. Five cornerstone investors have bought a total of US$48 million of shares in the offering. Partners Edwin Luk and Allen Shyu led the transaction. Paul, Hastings, Janofsky & Walker has advised the underwriters – composed of Macquarie Capital Securities Ltd (Macquarie), The Hong Kong and Shanghai Banking Corporation Ltd (HSBC) and Nomura International (Nomura) – in respect of Shenzhen-based Chinese property developer Top Spring International Holdings Ltd’s US$200 million IPO on the HKSE. The listing comprised a Hong Kong public offering and a Reg S/Rule 144A international offering. The majority of the proceeds will be used to acquire new projects for development on the Chinese mainland. Approximately 10 per cent will be used for general corporate and working capital purposes. The firm’s team was led by partners Sammy Li and David Grimm. Shook Lin & Bok’s Singapore office has acted for Oversea-Chinese Banking Corporation Ltd as one of the joint lead managers in respect of the issuance of US$50 million 8.98 per cent fixed rate notes due 2016 by PT Elnusa Tbk, an oil and gas services listed company in Indonesia. Partners Marilyn See and Markus Blenntoft led the transaction. Shook Lin & Bok’s Singapore office has also acted for Oversea-Chinese Banking Corporation Ltd as the lead arranger and the lenders in respect of the US$14 million and IDR258 billion (US$29.6m) credit facility granted to PT Agro Maju Raya to, inter alia, fund the acquisition of a palm oil company in Indonesia and the development costs of certain palm oil plantations in Indonesia. Partners Marilyn See and Stanley Lim led the transaction. Troutman Sanders has advised HKSE listed PRC property developer Powerlong Real Estate Holdings Ltd in respect of its issuance of RMB750 million (US$114.3m) aggregate principal amount of synthetic US dollar-settled senior notes and its entrance into a credit facility of up to US$97 million. The proceeds of these financings will be used to fund new and existing property projects and for general working capital. The Hongkong and Shanghai Banking Corporation Ltd (HSBC), Royal Bank of Scotland Group PLC (RBS) and Macquarie Capital (Singapore) Pte Ltd acted as bookrunners for the offering of the notes whilst HSBC and RBS were the arrangers for the credit facility. Partner Joe Sevack led the transaction. Uría Menéndez has advised Chongqing Polycomp International Corporation (CPIC), an E-glass and ECR-glass manufacturer in China, in respect of its purchase of NYSE listed Owens Corning’s fibreglass reinforcements plant in Capivari, Brazil. The transaction, which is subject to regulatory approval, is reportedly the first Chinese overseas acquisition of a fibreglass reinforcement manufacturer and is expected to be a turning point in opening up this sector concentrated in the Brazilian market. Partner Juan Martín Perrotto led the transaction whilst Dias Carneiro, led by partner Rafael D’Avila, advised on Brazilian law. Cleary Gotlieb, led by Juan Giraldez, acted as lead counsel for Owens Corning whilst Mathos Filhos assisted in the Brazilian aspects. Wong & Partners, the Malaysian member firm of Baker & McKenzie, has acted for Japan-based beverage manufacturer Kirin Holdings Company Ltd (Kirin) in respect of the acquisition of the entire issued share capital of Trade Ocean Holdings Sdn Bhd (Trade Ocean), the parent company of Vietnam soft drink manufacturer Interfood Shareholding Company, and Wonderfarm Biscuits & Confectionery Sdn Bhd. The transaction was completed on 10 March 2011 and was led by partner Brian Chia. WongPartnership has acted as Singapore counsel for Western Digital Corporation (WDC) in respect of the US$4.3 billion acquisition by WDC from Hitachi Ltd of 100 per cent of the issued share capital of Viviti Technologies Ltd, which was formerly known as Hitachi Global Storage Technologies Holdings Pte Ltd, the hard disk drive arm of Hitachi Ltd. Partners Ng Wai King, Kenneth Leong, Ong Sin Wei, Tan Teck Howe, Lam Chung Nian and Ameera Ashraf acted on the matter. WongPartnership has also acted for a private equity fund in respect of the S$255 million (US$201.7m) acquisition of PoMo, a mixed retail and office development which was awarded the “Green Mark Platinum” rating in 2010, from Lend Lease (a major Australia-based property development and fund group) and Silverpeak Real Estate Partners (a newly-formed investment advisory business to the former Lehman Brothers real estate private equity funds. Partners Carol Anne Tan and Lam Chung Nian acted on the matter. |