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Deals – 17 March 2011

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Allen & Gledhill has advised Noble Group Ltd in respect of the placement of approximately 306.5 million ordinary shares in its capital which raised net proceeds of approximately S$625 million (US$487.5m). The placement agents were Goldman Sachs (Singapore) Pte and The Hongkong and Shanghai Banking Corporation Ltd Singapore Branch. Partner Leonard Ching led the transaction.

Allen & Gledhill has also advised Deutsche Bank AG Singapore Branch as the financial adviser of Cathay Asset Management Company Ltd (Cathay Asset) in respect of Cathay Asset and a consortium of acquirers’ share purchase agreement for the acquisition of approximately 422 million ordinary shares in the capital of Jaya Holdings Ltd (Jaya) held by Nautical Offshore Services. The acquisition represents approximately 54.70 percent of Jaya’s issued share capital and is valued at approximately S$202.6 million (US$158m). Pursuant to the initial acquisition, Cathay Asset and the consortium made a mandatory unconditional cash offer for all the ordinary shares in the capital of Jaya, excluding those shares owned, controlled, or agreed to be acquired by Cathay Asset and other parties acting in concert with it. The offer is valued at approximately S$167.8 million (US$131m). Partner Christopher Koh led the transaction.

Allen & Overy has acted for Wanhua Industrial Group (Wanhua), a majority owned entity of the Yantai municipal government of the PRC, in respect of its acquisition of Hungarian chemicals company BorsodChem, creating the world’s third largest isocyanate manufacturer. BorsodChem, previously owned by Permira, completed a restructuring of its senior and mezzanine debts in June 2010. Under the restructuring plan, Wanhua acquired a 38 percent stake in BorsodChem and agreed to provide working capital facility to BorsodChem. Wanhua subsequently exercised its option to acquire a further 58 percent stake and assisted BorsodChem in raising a €900 million (US$1.25b) senior financing from Bank of China, Bank of Communications and Industrial and Commercial Bank of China. Partners Joseph Tse and Mark Gearing co-led the transaction. Clifford Chance acted for Permira whilst Shearman & Sterling/CMS Cameron McKenna acted for outgoing banks and Baker & McKenzie acted for new banks.

Amarchand & Mangaldas has acted for Reliance Capital Ltd and Reliance Life Insurance Ltd in respect of the agreement wherein Nippon Life Insurance Company Japan (Nippon Life), one of Asia’s biggest life insurance companies, agreed to acquire a 26 percent strategic stake in Reliance Life Insurance Company Ltd (RLICL), subject to receipt of necessary approvals from the Reserve Bank of India and the Insurance Regulatory and Development Authority of India. The acquisition shall be by the way of fresh subscription of equity shares and purchase of shares from the promoters of RLICL. The aggregate value of the investment is US$680 million. The transaction documents were executed on 14 March 2011 and the deal is expected to close by 30 September 2011. Partners Vandana Shroff and Ravindra Bandhakavi led the transaction whilst Anderson Mori & Tomotsune and Khaitan & Co acted as Japanese and Indian legal advisors, respectively, of Nippon Life.

AZB & Partners has advised Qualcomm Incorporated in respect of the 13 percent acquisition each by Global Holding Corporation Private Limited and Tulip Telecom Limited in each of the four Qualcomm broadband wireless services subsidiaries in India. The deal was completed on 28 February 2011 and was valued at approximately US$60 million. Partner Vishnu Jerome led the transaction.

AZB & Partners has also advised Yutaka Giken Company Limited Japan in respect of the sale of the shares of its wholly owned subsidiary in India, Yutaka Autoparts Pune Private Limited, to Faurecia Emissions Control Technologies India Private Limited for approximately US$400,000. The transaction was completed on 25 January 2011 and was led by partner Percival Billimoria.

Clifford Chance has advised global private security company Prosegur Compania de Seguridad SA (Prosegur) in respect of its acquisition of Prosec Services Pte Ltd, a Singapore company which provides unarmed security services. The deal marks Prosegur’s first foray into a non-traditional market, as well as its first in Asia. Partner Lee Taylor led the transaction.

Davis Polk has advised the underwriters (consisting of The Hongkong and Shanghai Banking Corporation Ltd, KDB Asia Ltd, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Royal Bank of Scotland plc, Standard Chartered Bank and UBS AG) in respect of a Schedule B debt offering by The Korea Development Bank of US$750 million in aggregate principal amount of its four percent notes due 2016. Partners Eugene C Gregor and John D Paton led the transaction whilst The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and by Lee & Ko as to Korean law.

Fangda is representing Chinese online B 2C shoes retailer Letao.com in respect of its new round of funding from Tiger Fund, DT Capital, Ceyuan Ventures and other venture funds. The deal size is about US$30 million. The firm’s team was led by corporate partner Victor Yu.

Fangda has also represented Rhodia Group, a global company engaged in the development and manufacture of specialty chemicals, in respect of its acquisition from Suzhou Hipro Polymers Co Ltd of its guar-related business and assets. The firm’s team was led by corporate partner Chuanjie Zhou.

Gilbert + Tobin has advised Paddy Power plc, the largest bookmaker in Ireland and one of the top five in the United Kingdom, in respect of its A$132.6 million (US$130.7m) cash and scrip acquisition of the remaining 39 percent minority interests in Australian licensed online sports and racing bookmaker Sportsbet Pty Ltd. The transaction makes Sportsbet a wholly owned subsidiary of the Irish and LSE listed bookmaker. Partner Marko Komadina led the transaction.

Harry Elias Partnership has advised United Overseas Bank, as the issue manager, underwriter and placement agent, in respect of the IPO of Hock Lian Seng Holdings Ltd on the SGX raising S$25.6 million (US$20m). Partner Claudia Teo led the transaction.

Harry Elias Partnership has also acted for UK-based cross-sector real estate fund Develica group in respect of the successful sale of Develica APS 100 Pte Ltd, a special purpose vehicle which owns One Finlayson Green, the prime office building located in Singapore’s financial hub. The transaction was undertaken through the sale and purchase of existing shares from the Develica group and debt restructuring for a total consideration of S$145 million (US$113m) and involved multi jurisdictions spanning seven countries and three international banks. Partner Claudia Teo also led the transaction.

Khaitan & Co has advised Trio Trend Private Ltd (Trio) and Skylink Properties Private Ltd (Skylink) in respect of the demerger of the Leather Goods Division of Trio to Skylink via a scheme of arrangement u/s 391 & 394 of the Companies Act 1956. The gross value of the transaction was US$35.64 million. Partner Anket Agarwal led the transaction.

Khaitan & Co has also advised international mobile handsets and accessories manufacturer G’Five International Ltd (GFIVE) in respect of a joint venture in India between its affiliate company, Kingtech Telecom (HK) Ltd BVI (KTL), and Sara International Ltd Hong Kong (Sara) to carry out sale and distribution of GFIVE products in India. KTL and Sara shall hold 76 percent and 24 percent, respectively, of the JV share capital. Associate partner Rajat Mukherjee led the transaction.

Majmudar & Co has acted as Indian legal counsel to Axis Bank Ltd Singapore Branch in respect of a financing transaction of US$43.5 million to Tega Holdings Pte Ltd Singapore (Tega) for acquiring shares in Losugen Pty Ltd, a private limited company incorporated in Australia, and Acotec SA, a public limited company incorporated in Chile. Tega is a subsidiary of Tega Industries Ltd, an Indian company engaged in mining, beneficiation, power, material handling and engineering. Shreyas Patel and Anthony Toppo led the transaction whilst Straits Law Practice Singapore, led by associate director Lai-Foong Chan, drafted the English law facility documents.

Majmudar & Co has also acted as Indian legal counsel to Bank of Baroda London in respect of a financing transaction of US$20 million to Mukundan Holdings Ltd BVI (Mukundan) for refinancing of existing debt and general corporate purposes. Mukundan is a wholly owned subsidiary of Binani Cement Ltd, the flagship subsidiary of Binani Industries Ltd, representing diversified business house the Braj Binani Group. Akil Hirani and Anthony Toppo led the transaction whilst TLT London, led by partner Richard McBride, drafted the English law facility agreement.

Mallesons Stephen Jaques has advised JP Morgan, Macquarie Capital Advisers and Merrill Lynch International (Australia) (Merrill Lynch) as the underwriters in respect of Origin Energy’s (Origin) A$2.3 billion (US$2.27b) entitlement offer via a new equity raising structure and a Pro Rata Accelerated Institutional and Tradeable Retail Entitlement Offer (PAITREO), which was developed by Merrill Lynch in consultation with Origin. The funds raised will help refinance Origin’s A$3.26 billion (US$3.2b) acquisition of the Integral Energy and Country Energy retail businesses and the Eraring Energy GenTrader arrangements. Partners David Friedlander and Shannon Finch led the transaction.

Maples and Calder has acted as Cayman Islands counsel in respect of the launch of BNY Mellon Emerging Markets Saiken Fund, a series trust of Mellon Offshore Funds. The investment objective of the fund is to pursue a stable income and long-term asset appreciation from investing mainly in a portfolio of bonds and other debt instruments in emerging markets worldwide. The firm’s advisory team was led by partner Spencer Privett whilst Japanese legal advice was provided by Mori Hamada & Matsumoto.

Rajah & Tann is advising SGX-ST listed PNE Micron Holdings Ltd (PNE) in respect of the reverse takeover of PNE by the vendors (consisting of Wavefront International Ltd, Republik Capital Management Ltd and Yanuar Arsad). PNE will acquire all the issued shares in the share capital of Khardorm Investments Ltd, Vast Base Holdings Ltd and Super Ace Investments Ltd for an aggregate consideration of S$225.54 million (US$176m), and in return, the vendors will obtain approximately 82.4 percent control of PNE. Thereafter, to meet the shareholding spread set out in the Catalist Rules, PNE and/or the vendors will respectively issue and/or place out new PNE shares and/or existing PNE shares. The firm is also advising PNE in respect of the disposal of PNE’s existing business to certain PNE shareholders for an aggregate consideration of S$17.29 million (US$13.5m), which is to be satisfied by the cancellation of the PNE shares held by such shareholders through a selective capital reduction exercise to be undertaken by PNE. Partners Goh Kian Hwee and Cynthia Goh led the transaction.

Shearman & Sterling has represented Asian based private investment firm Tiger Group Investments in respect of its joint venture with global alternative asset manager The Carlyle Group to form a company that will work to acquire more than US$5 billion in container, dry bulk, tanker vessels and other shipping assets to capitalize on increasing demand in the shipping sector. The new company is formed by Tiger Group Investments and The Carlyle Group in partnership with Seaspan Corporation, the Washington Family, Gerry Wang and Graham Porter. The company will commence business immediately and expects to deploy up to US$900 million in equity capital during the next five years, focusing on major shipping segments primarily strategic to the PRC, Taiwan, Hong Kong and Macau. The firm’s team was led by partner Paul Strecker.

Shook Lin & Bok’s Singapore office has acted for ICICI Bank Ltd as the arranger in respect of the US$800 million syndicated term loan facility granted to Lanco Resources International Pte Ltd and Lanco Resources Australia Pty Ltd (a unit of Lanco Infratech Ltd) to finance the acquisition of 100 per cent shares of Griffin Coal Mining Company Pty Ltd and Carpenter Mine Management Pty Ltd by Lanco Infratech Ltd. The acquisition is reportedly the largest investment by an Indian enterprise in Australia to date. Partners Markus Blenntoft and Marilyn See led the transaction.

Shook Lin & Bok’s Singapore office has also acted for XMH Holdings Ltd (XMH) in respect of its IPO which raised approximately S$25.2 million (US$19.7m). XMH is a diesel engine, propulsion and power generating solutions provider in the marine and industrial sectors. Partners Robson Lee and Vanessa Ng led the transaction.

The Singapore office of Watson, Farley & Williams has advised a syndicate of international lenders led by BNP Paribas as agent, in respect of a US$159 million post delivery facility extended to J Lauritzen A/S to enable its subsidiaries to refinance the acquisition of five product tankers and two gas carriers built in China. The financing was supported by buyer’s credit insurance from the China Export and Credit Insurance Corporation (Sinosure). The first product tanker was delivered in January 2011. Partner Goh Mei Lin led the transaction.

The Singapore office of Watson, Farley & Williams has also advised a Marshall Islands incorporated company managed by DVB Investment Management NV in respect of the acquisition of a sizable portfolio of marine containers from Capital Intermodal Ltd group and Xines Ltd and the leveraging of such acquisition, which was funded by ING Bank NV. This cross border marine containers acquisition and financing transaction, which involved containers managed by different managers with different leasing and account receivables arrangements, was completed in six weeks. Partner Madeline Leong led the transaction.

Weerawong, Chinnavat & Peangpanor Ltd has represented Trinity Asset Co Ltd in respect of the establishment of the Trinity Property Fund (TNPF), a property fund to invest in free-hold properties located in the prime business area of Bangkok, and the IPO of the REIT units. The deal was valued at approximately THB710 million (US$24m). The transaction closed on February 2011 and was led by partners Pakdee Paknara and Kudun Sukhumananda.

Weerawong, Chinnavat & Peangpanor Ltd has also acted for TMB Bank Plc in respect of the THB500 million (US$16.67m) loan facility agreement provided to Unique Mining Services Plc (UMS) for refinancing the company debts. The transaction closed on February 2011 and was led by partner Kulachet Nanakorn.

WongPartnership has acted for Ascendas Real Estate Investment Trust in respect of its forward acquisition of a business space property at No. 200 Jinsu Road, Jinqiao Export and Processing Zone, Pudong New District, Shanghai, PRC. The transaction was effected through a sale and purchase agreement with Hyday Holding Ltd – a subsidiary of Qingjian International (South Pacific) Group Development Co Pte Ltd (Qingjian) – and Qingjian, for the acquisition of the entire issued and paid-up share capital of Shanghai (JQ) Investment Holdings Pte Ltd for approximately RMB587.9 million (US$89.5m). Managing partner Rachel Eng and partners Joseph He and Gerry Gan acted on the matter.

WongPartnership has also acted for OKP Holdings Ltd in respect of a joint venture with Soilbuild Group Holdings Ltd in relation to the formation of a JV company, Forte Builder Pte Ltd, through their respective wholly-owned subsidiaries, to tender for the contract for the construction of a residential housing development project at Anguilla Park. Partners Tay Peng Cheng and Mark Choy acted on the matter.

Yulchon has advised POSCO Engineering & Construction Co Ltd (POSCO E&C) and Daewoo Engineering Co Ltd (Daewoo) in respect of their acquisition of 70 percent of the capital stock of SANTOSCMI SA, one of Ecuador’s largest EPC companies. The transaction will allow POSCO E&C and Daewoo to strengthen their presence in the Central and South American construction markets and establish the foundation for their rise as a global EPC company with enhanced technical and professional capabilities. Notably, POSCO E&C and Daewoo have become the first Korean construction companies to expand into the South American market including Ecuador, after their earlier expansion into Chile’s power plant market in September 2006. Partners Hee Woong Yoon and Tehyok Daniel Yi led the transaction, assisted by Ecuadorian counsels Perez, Bustamante & Ponce and Carmigniani & Perez and Allen & Overy, the English legal counsel.

Deals – 10 March 2011

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Allen & Gledhill has advised DBS Bank Ltd (as the arranger, the issuing and paying agent and the agent bank), Boardroom Corporate & Advisory Services Pte Ltd and DBS Trustee Ltd in respect of the establishment by HSBC Institutional Trust Services (Singapore) Ltd (HSBC Trust) of a S$2.5 billion (US$1.97b) retail bond programme. HSBC Trust is the trustee of CapitaMall Trust (CMT) while CMT is managed by CapitaMall Trust Management Ltd (CTML). CTML also announced an offer of up to S$200 million (US$158m) in principal amount of bonds due 2013. Partners Margaret Chin, Jerry Koh, Long Pee Hua and Teh Hoe Yue led the transaction.

AZB & Partners has advised BPTP Ltd and its subsidiary, Rose Infracon Private Ltd, in respect of the acquisition of the entire shareholding of DD Housing Ltd. Partner Hardeep Sachdeva led the transaction which was completed in February 2011.

AZB & Partners has also advised Specialty Minerals Inc in respect of its acquisition, through its subsidiary MTI Holding Singapore Pte Ltd, of a 74 percent stake in Prisure Promotion and Tradings Ltd. Partner Gautam Saha led the transaction which was signed on 1 February 2011 and is yet to be completed.

Clayton Utz is advising AMP Ltd in respect of its A$14.6 billion (US$14.76b) merger with AXA Asia Pacific Holdings Ltd (AXA APH), which has now received FIRB and court approval. The deal involves the sale of AXA’s Australian business to AMP and AXA’s Asian businesses to AXA SA. The firm’s team was led by partners Rod Halstead and Jonathan Algar.

De Brauw Blackstone Westbroek has acted as Dutch counsel for the Chinese company Chongqing Polycomp (CPIC) in respect of its acquisition, through a Dutch holding company, of the shares in Brazilian entity OCV Capivari Fibras de Vidro from US based company Owens Corning. The deal was valued at US$59.5 million and was announced on 8 March 2011. Partner Geert Potjewijd led the transaction whilst Uria Menendez was the lead counsel to CPIC. Cleary Gottlieb acted as lead counsel to Owens Corning.

Fangda represented NBA star and Chinese basketball national team member Yi Jianlian as a third party in respect of a trademark registration dispute before the Beijing No.1 Intermediate People’s Court and won a court judgment confirming “Yi Jianlian” as a “highly renowned trademark”. The case is one of the few cases where the court held that the name of a celebrity can become a “highly renowned trademark”. The judgment was affirmed on appeal.

Fangda also acted for Bandai Co Ltd (Bandai), the largest toys manufacturer in Japan, in respect of 41 lawsuits filed against Guangdong Shantou Hong Li Toys Industrial Co Ltd for its copyright infringement upon Bandai’s famous mobile model kits “GUNDAM” and “Three Kingdoms” series before the Beijing No.1 Intermediate People’s Court. The court ruled in favor of Bandai, awarding a significant amount of civil damages. The judgment was affirmed on appeal.

Gilbert + Tobin has acted for ACP Magazines, a subsidiary of Nine Entertainment Co Holdings Pty Ltd, in respect of its A$565 million sell down of its 49.1 per cent stake in carsales.com Ltd through a block trade to institutional and sophisticated investors announced 7 March 2011. UBS AG Australia Branch was the underwriter of the sale. Partner Peter Cook led the transaction.

Jones Day has advised Kotak Mahindra, Citigroup and JM Financial in respect of the US$100 million private placement of equity shares in a QIP and concurrent Rule 144A and Regulation S offering by Mahindra & Mahindra Financial Services Ltd, which closed on February 23, 2011. The Mahindra Group is a multinational conglomerate based in Mumbai with a turnover of approximately US$7 billion. Mahindra and Mahindra Financial Services Ltd is one of India’s non-banking finance companies. The firm’s team was led by partner Manoj Bhargava.

Khaitan & Co has advised Yamai Fashions Private Ltd (YFPL) and Yamai Projects & Resources Private Ltd (YPRPL) in respect of the demerger of real estate and securities investment division of YFPL to YPRPL via a scheme of arrangement u/s 391 & 394 of the Companies Act 1956. The total transaction value was approximately US$15.81 million (gross assets). Partner Aniket Agarwal led the transaction.

Khaitan & Co has also advised private equity fund Cartica Capital USA in respect of its investment in Ratnakar Bank Ltd. The transaction involved issuance of an unsubscribed portion of a rights offering by the bank to various domestic as well as foreign investors. Partner Vaishali Sharma led the transaction.

Mallesons Stephen Jaques has advised JP Morgan and UBS as the underwriters in respect of the capital raising associated with the A$4.1billion (US$4.1b) sale of Seven Media Group (SMG) to West Australian Newspapers Holdings (WAN). The transaction was announced on 21 February 2011. Post transaction, the combined SMG and WAN group will be named Seven West Media. Partners Evie Bruce, Nigel Hunt and Daniel Kirk led the transaction which was considered the first major media deal of the year.

Maples and Calder has acted as Cayman Islands counsel in respect of the launch of HOLT Japan Income Plus Index Overlay Strategy Fund (a series trust of Credit Suisse Universal Trust (Cayman) II) for qualified institutional investors only. The investment objective of the fund is to provide unitholders with exposure to the HOLT Japan Income Plus Index Overlay Strategy. 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 legal counsel in respect of the launch of Credence Global. The fund’s investment objective is to achieve stable returns through relative value commodity trading in and among China, the US and other world markets and aims to achieve absolute rates of return while minimizing the risk of capital loss. The firm’s team was led by Anne Walker whilst onshore counsel was DLA Piper led by Luke Gannon.

Mori Hamada & Matsumoto is advising Nomura Principal Finance Co Ltd in respect of its sale of its 96.56 per cent stake in Japan based ball bearing manufacturer Tsubaki Nakashima Co Ltd to US private equity firm The Carlyle Group LLC for an estimated consideration of JPY637.3 billion (US$854m), including debt. The transaction is expected to complete by the end of March 2011. Partners Kenji Ito and Akiko Sueoka led the transaction.

Rajah & Tann has advised Oversea-Chinese Banking Corporation Ltd as the issue manager, underwriter and placement agent in respect of the IPO of UE E&C Ltd (UECL) on the SGX-ST. UECL, an established mechanical and electrical engineering company with a track record of over 25 years providing integrated solutions across projects, issued 70 million new ordinary shares in the capital of UECL which raised net proceeds of approximately S$33.6 million (US$26.5m). The shares commenced trading on 25 February 2011. Partners Cheng Yoke Ping and Howard Cheam led the transaction.

Shearman & Sterling is representing Tata Steel UK Ltd (Tata Steel) in respect of its agreement to sell certain assets of Teesside Cast Products (TCP) to Sahaviriya Steel Industries Public Company Ltd (SSI), Thailand’s largest steel producer, in a deal worth US$469 million plus an amount representing working capital. The assets covered by the sale include the Redcar and South Bank coke ovens, TCP’s power generation facilities and sinter plant, the Redcar Blast Furnace and the Lackenby steelmaking and casting facilities. Completion of the transaction is expected to take place by the end of March. The deal will result in Tata Steel and SSI entering into a JV to operate Redcar Wharf (TCP’s bulk terminal), giving Tata Steel the flexibility to use TCP to serve its other steelmaking operations, while also meeting SSI’s requirements on TCP. Partners Laurence Levy, Kenneth MacRitchie, Iain Scoon and Matthew Readings led the transaction.

Shin & Kim has represented KB Financial Group in respect of the spin-off of its credit card business from KB bank and the establishment of KB Card Co Ltd plans. The transaction, which closed on 2 March 2011, was led by partners Chang-Hyun Song, Young-Hee Jo and Byung Tae Kim.

Shook Lin & Bok’s Singapore office has acted as solicitors to the placement and as legal advisor to fresh eggs producer Chew’s Group Ltd on Singapore law in respect of its IPO on the SGX-ST by way of placement to raise approximately S$3.2 million (US$2.5m) in gross proceeds. Partner Janet Tan led the transaction.

Shook Lin & Bok’s Singapore office has also acted for HSBC Institutional Trust Services (Singapore) Ltd (HSBC Trust), the trustee of CapitaMall Trust, in respect of HSBC Trust’s offer and issue of two-year fixed rate retail bonds. The initial offer size of S$200 million (US$158m) was increased to S$300 million (US$237m) due to oversubscription. The transaction reportedly represents the first retail bond offer by a listed Singapore REIT. Partner Nicholas Chong led the transaction.

Slaughter and May has advised Hony Capital, the private equity arm of Legend Holdings (the parent of Lenovo Group), in respect of its acquisition of up to US$100 million of a 15 percent indirect interest in the Soalala iron ore mining project in Madagascar. Hony Capital has agreed to acquire, through one of its funds (Hony Capital Fund 2008), a 75 percent interest in Kam Hing International Ltd (KHIL) from Kam Hing International Holdings Ltd (KHIHL) for an initial payment of US$30 million and a post-completion adjustment of up to US$70 million. KHIL holds an indirect 20 percent interest in the Soalala iron ore mining project in Madagascar. In addition, Hony Capital has agreed to provide a US$10 million loan facility to KHIHL. Partner Benita Yu led the transaction which was announced on 31 January 2011.

Tilleke & Gibbins has advised PTT Chemical in respect of its US$60 million equity participation in Boston-based Myriant Technologies. The collaboration will result in the establishment of bio-succinic acid production plants using natural raw feedstocks such as tapioca, cassava, maize and other agricultural inputs for the downstream manufacturing of bio-based plastics.

WongPartnership has advised GLOBALFOUNDRIES Singapore Pte Ltd (formerly known as Chartered Semiconductor Manufacturing Ltd) on Singapore law issues in respect of the restructuring of its existing securities listed on the SGX. The securities comprised (a) US$375 million 5.75 percent senior notes due 2010; (b) US$46.7 million six percent amortising bonds due 2010; (c) US$300 million units, consisting of the US$300 million convertible redeemable preference shares and the 2010 amortising bonds; (d) US$300 million 6.25 percent senior notes due 2013; and (e) US$250 million 6.375 percent senior notes due 2015. The restructuring exercise comprised a cash tender offer and consent solicitation in respect of the 2010 senior notes, a covenant defeasance in respect of the 2010 amortising bonds, a consent solicitation to amend and modify the reporting covenant contained in the indentures governing the 2013 notes and the 2015 notes, and the delisting of the securities from the SGX. Partners Colin Ong and Tan Kay Kheng advised on the matter.

WongPartnership has also acted as Singapore counsel to a consortium of lenders in respect of a US$233 million loan facility granted to Nautical Offshore Services pursuant to a facility agreement dated 26 July 2007, including advising on the lenders’ enforcement options over, inter alia, approximately 422 million ordinary shares representing approximately 54.70 percent of the total issued share capital in Jaya Holdings Ltd (which were provided as security for the loan facility) and the subsequent receivership sale of the same to Cathay Asset Management Company Ltd, an indirect wholly-owned subsidiary of Deutsche Bank AG. Partners Mark Choy, Dawn Law, Christy Anne Lim, Chou Sean Yu and Chua Sui Tong acted on the matter. Allen & Gledhill, led by partner Christopher Koh, advised Deutsche Bank AG.

Deals – 3 March 2011

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Allen & Gledhill has acted as Singapore law counsel to Shangri-La Asia Ltd in respect of its rights issue to its shareholders, raising approximately HK$4.69 billion (US$602m). The proceeds of the rights issue will be used to settle Shangri-La’s bank loans and fund its ongoing hotel expansion programme, primarily in the People’s Republic of China. Partners Lim Mei and Hilary Low led the transaction.

Allen & Gledhill has also advised STATS ChipPAC Ltd in respect of its issue of US$200 million aggregate principal amount of 5.375 percent senior notes due 2016. The proceeds from the issue of the notes, together with cash in hand, were used to prepay in full the US$234.5 million outstanding under the company’s US$360 million senior term loan facility. Deutsche Bank AG Singapore Branch acted as the initial purchaser for the offer. Partners Tan Tze Gay and Bernie Lee led the transaction.

Allens Arthur Robinson has advised the New South Wales Government’s primary transport delivery agency, Transport Construction Authority, in respect of Phase Two of the construction of the A$2 billion (US$2.03b) South West Rail Link project, which includes a major upgrade of Glenfield station and a new twin-track passenger rail line from Glenfield to Leppington via Edmondson Park. Phase Two of the project involves the construction of about 11 kilometres of twin track electrified rail line from Glenfield to Leppington, two new passenger stations at Leppington and Edmondson Park, and a train stabling yard at Rossmore. Work on the project will commence early this year and is expected to be completed in 2015. Partner Leighton O’Brien led the transaction.

AZB & Partners has advised Bayer (South East Asia) Pte Ltd in respect of its acquisition of 50 per cent of equity in Bayer Zydus Pharma for commercialisation of certain pharmaceutical products in India, Nepal and Bhutan, and granting right to the company to market, distribute and manufacture certain pharmaceutical products and transfer of some employees, assets, records, information, know-how, contracts and other assets. The deal was signed on 28 January 2011 and is yet to be completed. Partner Abhijit Joshi led the transaction.

AZB & Partners has also advised Halcyon Resources and Management in respect of its share purchase agreement to purchase the entire shareholding of Integrated Health & Healthcare Services India Private Ltd, a company engaged in managing and operating BL Kapur Memorial Hospital, Pusa Road, New Delhi. The deal was completed in January 2011 and was valued at approximately US$44 million. Partner Yashwant Mathur led the transation.

Baker & McKenzie has acted for The Australian Social Infrastructure Fund (ASIF) in respect of its successful Australian compliance listing on the ASX. ASIF is a property trust established ten years ago which focuses on investing in the social infrastructure sector with total assets of A$115 million (US$116.8m). The fund’s asset portfolio includes 51 childcare centres, a medical centre, a self storage facility and a portfolio of similarly focused property securities. The fund chose to list on the ASX to expand its opportunities for growth and to provide greater liquidity to its unitholders. Partner Richard Lustig led the transaction.

Davis Polk has advised Zuoan Fashion Ltd (Zuoan) in respect of its SEC-registered IPO of six million American Depositary Shares, representing 24 million ordinary shares. Priced at US$7.00 per ADS, the total proceeds of the offering is US$42 million. Cowen and Company LLC, RBC Capital Markets LLC, Samsung Securities (Asia) Ltd and Janney Montgomery Scott LLC were the underwriters of the offering. Cowen and Company LLC was the representative of the underwriters of the offering. The NYSE listed Zuoan is a fashion menswear company in China. Partner James C Lin led the transaction whilst Trend Associates advised on matters of PRC law and Conyers Dill & Pearman advised as to matters of Cayman Islands law. The underwriters were advised by O’Melveny & Myers as to matters of New York State and US federal law and by Commerce and Finance Law Offices as to matters of PRC law.

Fangda has represented Alibaba.com in respect of its acquisition of a 25 per cent stake in Sinosoft, a Chinese export-services software maker. The deal size is about RMB170 million (US$25.86m). The firm’s team was led by partner Doris Tang.

Fangda has also represented Shanghai Pharmaceuticals Holding Co Ltd in respect of its overseas acquisition of 100 per cent shares of Chinese Health System Ltd. The deal size is about RMB3.57 billion (US$543m) and is expected to be closed by the end of Q1 2011. The firm’s team was led by partner William Huang.

Gilbert + Tobin has advised Carlyle Infrastructure Partners (CIP), a fund advised and managed by The Carlyle Group, in respect of their agreement to subscribe for a 15 per cent stake in Qube Logistics. CIP, a global infrastructure fund that invests primarily in the US and Canada in public and private infrastructure projects and businesses, is expected to subscribe to two placements, one of which is conditional on approvals, raising up to A$116.6 million (US$118.5m) for Qube. Completion of the unconditional placement is expected to occur by 10 March 2011 and subject to receipt of approvals, completion of the conditional placement is expected to occur in early April 2011. Partner Bryan Pointon led the transaction.

HopgoodGanim Lawyers has advised TSX-V listed Macarthur Minerals in respect of a brokered bought-deal private placement of shares and warrants to an investor syndicate, raising A$50.04 million (US$50.87m) before costs. The capital raising was originally announced for A$30.06 million (US$30.55m), and then quickly raised to A$45 million (US$45.75m). The underwriters then chose to exercise their over-allotment, resulting in a total raising of A$50.04 million. Partner Brian Moller led the transaction.

Khaitan & Co has advised Dhariwal Infrastructure Ltd (DIL) in respect of a rupee term loan facility of an aggregate amount of INR21.375 billion (US$475m) granted by a consortium of lenders – comprising ICICI Bank, Axis Bank, Bank of Baroda, IDBI Bank and UCO Bank – and provide non fund based financial assistance by way of issuance of Letter of Credit to DIL for setting up a thermal power project in Maharashtra. The financing is one of the largest project financing transaction of 2010. Partner Amitabh Sharma led the transaction.

Khaitan & Co has also advised Reliance Industries Ltd (RIL) in respect of an internal reorganisation of group companies engaged in providing internet services through landline and wireless through a scheme of amalgamation. Partners Sharad Vaid and Bharat Anand led the transaction.

KhattarWong has acted as Singapore law counsel for Dyna-Mac Holdings Ltd (Dyna-Mac) in respect of its IPO and listing on the SGX-ST on 2 March 2011. Dyna-Mac is a multi-disciplinary specialist provider of detailed engineering, procurement and construction services to the offshore oil and gas, marine construction and other industries. The listing involves the issue of 186 million new shares (subject to over-allotment option for up to 30 million new shares) and the sale of 250 million vendor shares. Partners Tan Chong Huat and Nicholas Lim led the transaction.

Kim & Chang has advised Evonik Degussa Peroxide Korea Ltd (EDPK), a manufacturer of hydrogen peroxide that mostly supplies products to SKC Ltd, in respect of the sale by Evonik Degussa GmbH of its 45 per cent equity stake in EDPK to SKC Ltd. As a result of this transaction, both parties will have access to a more stable system for manufacturing and supplying hydrogen peroxide. MB Park and KH Kwon led the transaction.

Kim & Chang has also represented EMAG Holding GMBH, a manufacturer of multi-functional machine tools, in respect of its acquisition on 28 January 2011 of 40 per cent of the shares of EMAG Korea Ltd from its Korean JV partner Seokyung Engineering Co Ltd, a sales and service organisation for industrial machinery and equipment. Post transaction, EMAG Holding GMBH has become the 100 per cent shareholder of EMAG Korea Ltd. SE Park and Nicolai Nahrgang led the transaction.

Majmudar & Co has acted as Indian legal counsel to a consortium of overseas branches of Indian banks, led by Bank of Baroda Dubai Branch, in respect of a loan financing transaction of US$82 million to British Oil & Gas Exploration Ltd (BOGEL) BVI, for part financing of the costs and expenses for acquisitions of two new rigs and other new equipments, machineries and tools. BOGEL is a JV company of Sterling Biotech Ltd, an Indian manufacturer of products in the neutraceutical, biopharmaceutical and pharmaceutical sectors. This transaction involved Indian collateral securities, such as cross-border guarantees flowing from Indian parties. Akil Hirani and Anthony Toppo led the transaction whilst TLT London, led by partner Richard McBride, was responsible for drafting the English law facility agreement.

Mori Hamada & Matsumoto is advising Japan listed plastic products manufacturer and seller Aronkasei Co Ltd (Aronkasei) in respect of Japan listed chemical company Togagosei Co Ltd’s (Togagosei) offer, via a share swap of 1.25 Togagosei shares per each Aronkasei share, to acquire the 38.95 per cent stake it does not already own in Aronkasei. The implied offer price values the entire share capital at JPY20.9 billion (US$253.6m). Aronkasei does not have outstanding convertible bonds. Togagosei will be required to issue approximately 19.47 million new shares, representing a 6.87 per cent dilution to the existing share capital. Post transaction, Togagosei will have a 61.05 per cent stake in Aronkasei whilst Aronkasei will have a 4.44 per cent stake in Togagosei. The transaction is subject to approval from Aronkasei shareholders. Partner Tomohiro Tsuchiya led the transaction.

Mori Hamada & Matsumoto is also advising Mitsubishi UFJ Financial Group (MUFJ) in respect of its agreement with Norinchukin Bank to provide about JPY100 billion (US$1.2b) to credit card company Mitsubishi UFJ Nicos (Nicos). MUFJ, which holds an 85 per cent stake in Nicos, and Norinchukin, holder of the remaining 15 per cent interest, will inject the fresh capital in the credit card company according to their respective stake levels. Under the plan, Nicos will first carry out a JPY100 billion capital reduction, after which the two shareholders will inject the new funds. Cash reserves at Nicos are to be doubled to JPY140 billion (US$1.7b) in order to pay back overcharged interest. Partners Toru Ishiguro and Yuto Matsumura are leading the transaction.

Nishith Desai Associates has advised education sector focused Kaizen Private Equity in respect of its investment in an education services company. The investment will enable the company to expand its current operations, which include providing various education services to academic institutions in the field of management, science, engineering, arts, commerce and similar fields.

Norton Rose Group has advised True Corporation Public Company Ltd (True) in respect of its acquisition of Hutchison’s mobile telecommunications companies in Thailand. The transaction is valued at approximately US$200 million and closed at the end of January 2011. As part of the deal, True has entered into new marketing contracts with the state-owned operator, CAT Telecom, for wholesale and retail businesses on CAT’s HSPA network. The deal will facilitate the provision of 3G services in Thailand by CAT and True. Partner and head of Bangkok office Phillip John led the transaction.

Paul, Hastings, Janofsky & Walker has advised Cell Signaling Technology Inc (CST), a company engaged in the development and manufacturing of high performance antibody products for the medical research and clinical diagnostic markets, in respect of its joint commercialisation partnership with Japan’s Astellas Pharma Inc (Astellas). Under this agreement, CST and Astellas have combined their intellectual property estates relating to the fusion kinase, EML4-ALK, to enable the commercialisation of diagnostic and therapeutic products targeting this cancer enzyme. The partnership provides each party with the right to exploit joint intellectual property estates and will encourage the development of products targeting EML4-ALK. The firm’s advisory team was led by partner Ted Johnson.

Rajah & Tann has advised Resorts World Sentosa Pte Ltd in respect of the syndicated secured credit facilities of up to S$4.19 billion (US$3.3b) for the refinancing of S$4.19 billion facilities obtained in 2008 in connection with the construction, development and operation on Sentosa Island of the integrated resort by Resorts World at Sentosa Pte Ltd. The facility comprises S$3.5 billion (US$2.75b) in term loan facilities, S$500 million (US$394m) in revolving credit facilities, and a S$192.5 million (US$151.6m) banker’s guarantee. The facility was fully underwritten by The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation as mandated lead arrangers and bookrunners. The deal was announced on 10 December 2010 and was completed on 17 February 2011. Partners Angela Lim and Cynthia Goh led the transaction. Hogan Lovells Lee and Lee acted as lead counsel, Wong Tan & Molly Lim LLC as Singapore counsel, Conyers Dill & Pearman as BVI counsel and Cairns as Isle of Man counsel for the lenders.

Rajah & Tann has also advised Encompass Digital Media Inc (Encompass) in respect of its agreement for the acquisition of Ascent Media subsidiary Ascent Media Group for approximately US$113 million. The deal makes Encompass one of only two independent broadcast operators worldwide with coverage over the US, Europe and Asia. The acquisition is part of the company’s recent strategy of cashing in assets with the stated intention of looking for new investments that will realise a greater benefit to shareholders. Partners Rajesh Sreenivasan and Desmond Wee are leading the transaction, which is yet to be completed.

Shook Lin & Bok’s Singapore office has acted for Net Pacific Finance Group Ltd (NPFGL) in respect of the subscription of preference shares in the capital of Le On Trading Ltd amounting to an aggregate subscription amount of HK$30 million (US$3.85m). NPFGL’s principal activity is the provision of financing services in the HKSAR. Partner Gwendolyn Gn led the transaction.

Shook Lin & Bok’s Singapore office has also acted for Stream Media Pte Ltd (Stream Media) in respect of the issue of convertible bonds in relation to the S$1million (US$787,865) investment by Singtel Innov8 Pte Ltd, NUS Technology Holdings Pte Ltd, NRF Holdings Pte Ltd and Stream Global Incubators Pte Ltd. Stream Media, an NUS Enterprise incubatee company, is a company in the mobile payment industry. Partner Gwendolyn Gn also led the transaction.

Slaughter and May has advised Hong Kong total communications provider SmarTone Telecommunications Holdings Ltd in respect of its proposed bonus issue of one bonus share for each existing share. The company’s main subsidiary in Hong Kong operates as SmarTone-Vodafone, a partner network of Vodafone Group Plc, a global mobile telecommunications company. Partner Lisa Chung led the transaction.

Vinson & Elkins is representing Reliance Industries Ltd (Reliance) in respect of an agreement with BP announced on 2 March 2011 that could be valued at US$20 billion. Under the terms of the partnership, BP takes a 30 per cent stake in 23 oil and gas production sharing contracts that Reliance operates in India, including the producing KG D6 block, and the formation of a 50:50 JV between the two companies for the sourcing and marketing of gas in India. The JV will also endeavour to accelerate the creation of infrastructure for receiving, transporting and marketing of natural gas in India. In turn, BP will pay Reliance an aggregate consideration of US$7.2 billion, and completion adjustments, for the interests to be acquired in the 23 production sharing contracts. Future performance payments of up to US$1.8 billion could be paid based on exploration success that results in development of commercial discoveries. These payments and combined investment could amount to US$20 billion. Partners Jay Cuclis and Gary Kotara led the transaction. Reliance’s general counsel Atul Dayal, assisted by senior in-house counsel Naveen Raju, coordinated the overall legal work on the transaction.

WongPartnership LLP has acted for CapitaMalls Asia Ltd in respect of its issue of S$200 million (US$157.5m) bonds comprising one per cent, one-year, fixed rate unsecured bonds and 2.15 per cent, three-year, fixed rate unsecured bonds. Partner Hui Choon Yuen acted on the matter.

WongPartnership LLP has also acted for The Hongkong and Shanghai Banking Corporation Ltd in respect of a S$900 million (US$708.8m) term club loan facility to One Raffles Quay Pte Ltd (ORQ) to refinance ORQ’s existing loans from shareholders and to finance general working capital. Partner Alvin Chia acted on the matter.

Deals – 25 February 2011

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Allen & Gledhill has advised Sino-Singapore Tianjin Eco-City Investment and Development Co Ltd (SSTEC) in respect of its agreement with Sunway City Bhd (SunCity) to form a 40:60 JV to co-develop an eco-themed project in Tianjin Binhai New Area in China with an expected total investment value of about RMB5 billion (US$760m). SunCity has also nominated its wholly owned Singapore subsidiary Sunway City (S’pore) Pte Ltd to enter into an equity JV contract with SSTEC to start phase 1 of the JV development. Partners Penny Goh and Tan Boon Wah led the transaction.

Allen & Gledhill has also advised the same client, Sino-Singapore Tianjin Eco-City Investment and Development Co Ltd (SSTEC) in respect of its equity JV agreement with a subsidiary of Ayala Land Inc (Ayala Land), one of the Philippines’ top integrated city develop, to develop Ayala Land’s flagship project in China, at an estimated cost of RMB1.5 billion (US$228m) when completed in 2013. The partners have also signed a memorandum of understanding to explore co-development opportunities in the eco central business district. Partners Penny Goh and Tan Boon Wah also led this transaction.

AZB & Partners is advising Reliance Industries Ltd in respect of the acquisition by BP of a 30 per cent stake in 23 oil and gas production sharing contracts that Reliance operates in India, including the producing KG D6 block. The transaction, valued at approximately US$7.2 billion with future performance payments of up to approximately US$1.8 billion, was signed on 21 February 2011.

Baker & McKenzie has advised Kohlberg Kravis Roberts & Co (KKR) in respect of the sale of its stake in Seven Media Group (SMG), one of Australia’s leading media companies owned by Seven Group Holdings Ltd, to news and media group West Australian Newspapers Holdings Ltd (WAN) for A$4 billion (US$4b). The transaction was announced on 21 February 2011. Post transaction, the combined SMG and WAN group will be named Seven West Media. Partner Mark McNamara led the transaction. Freehills advised SMG whilst Allens Arthur Robinson advised WAN.

Cleary Gottlieb has represented Russia’s VTB Bank in respect of the issuance of RMB1 billion worth of three-year renminbi bonds. VTB is the first Russian borrower, and the first emerging markets issuer outside China, to issue bonds denominated in the Chinese currency. Issuers of so-called ‘dim sum’ bonds need to gain approval from Beijing to move the proceeds of the bonds from Hong Kong to the mainland. Prior to February 2010, issuance was restricted to the Chinese Government and Chinese financial institutions. Partners Simon Ovenden and Murat Akuyev led the transaction.

De Brauw Blackstone Westbroek has acted as Dutch counsel for HKSE listed MIE Holdings Corporation in respect of its acquisition of 100 per cent of the participation interest in Kazakhstan oil company Emir Oil, through its subsidiary Palaeontol BV, from BMB Munai Inc. The transaction was valued at US$170 million and became public on 14 February 2011. Partner Geert Potjewijd led the transaction whilst Latham & Watkins acted as lead counsel.

Freshfields Bruckhaus Deringer has advised PRC property developer Shui On Development (Holding) Ltd (SOD) in respect of the issue of RMB3.5 billion (US$531m) four-year RMB denominated US$ settled senior notes. The parent guarantor for the issue is HKSE-listed Shui On Land Ltd. Standard Chartered Bank served as the sole global coordinator. Deutsche Bank AG, Standard Chartered Bank, and UBS AG were the joint lead managers and bookrunners whilst Barclays Capital and BNP Paribas served as co-managers. Partner Calvin Lai led the transaction.

Freshfields Bruckhaus Deringer has also advised China Unicom (Hong Kong) Ltd (China Unicom) in respect of its agreement with Telefónica SA to enhance their existing strategic alliance entered into on 23 January 2010. Under the terms of the agreement, the parties agreed to increase their respective stakes by acquiring the equivalent of US$500 million in the other party through the purchase of each party’s shares. Telefónica agreed to propose at its next general shareholders’ meeting the appointment of an individual designated by China Unicom as a director to Telefónica’s board of directors. Partner Teresa Ko led the transaction.

Gide Loyrette Nouel has advised Chinese agribusiness group COFCO in respect of the acquisition of Château de Viaud, a vineyard in the Lalande-de-Pomerol wine growing area, from Philippe Raoux, a Bordeaux wine grower and merchant who owns several wine estates such as the Château d’Arsac which is famous for its Margaux wines and works of art. Partner Guillaume Rougier-Brierre led the transaction whilst Ernst & Young, led by Valerie Scappaticci, advised on social and accounting due diligence.

Hemant Sahai Associates has acted for Housing Development Finance Corp (HDFC), India’s oldest mortgage lender, in respect of the purchase of a minority stake in Kaizen Management Advisors Ltd, the asset management company that advises India’s first education-focused fund Kaizen Pvt Equity. HDFC, besides picking up stake, has also invested in the fund as Ltd partner. Partners Souvik Ganguly and Utsa Shome led the transaction.

Herbert Smith and its associated firm in Jakarta, Hiswara Bunjamin and Tandjung have advised Japanese trading house Mitsubishi in respect of the acquisition of a 20 per cent interest in the Senoro-Toili production sharing contract in Indonesia for US$260 million from PT Medco Energi Internasional Tbk, Indonesia’s largest private-sector energy company. Gas from the Senoro-Toili field is to be used to supply the Donggi-Senoro LNG Project in which Mitsubishi holds a 51 per cent interest. Partner David Clinch led the transaction.

Hogan Lovells has advised UBS AG Hong Kong branch, as placing agent, in respect of the sale of 150 million shares in HKSE listed wireless solution and equipment provider China Wireless Technologies Ltd held by its controlling shareholder Data Dreamland Holding Ltd for HK$682.5 million (US$87.7m). The placing shares were sold under a top-up placement. Partners Terence Lau and Lee Man Chiu led the transaction.

Hogan Lovells has also advised SinoPac Securities (Asia) Ltd and ICBC International Securities Ltd in respect of the landmark RMB300 million (US$45.6m) bond offered by an offshore entity majority owned by Taiwan-listed Yuen Foong Yu Paper Manufacturing Co. The three-year, 3.1 per cent bond was issued via private placement and became the first Reminbi bond issued by a Taiwanese company. The transaction was led by partner Jamie Barr.

J Sagar Associates has advised global crane manufacturer Konecranes Plc and its affiliates in respect of the acquisition of 100 per cent shares of WMI Cranes Ltd WMI, one of India’s leading crane manufacturers. Konecranes entered into an agreement with WMI and its promoters to acquire 100 per cent of WNI’s shares in October 2010. Fifty one per cent of the shares have been acquired recently after receipt of necessary regulatory approvals. The balance of 49 per cent of the shares are proposed to be acquired in a few months. Partner Aashit Shah led the transaction. WMI and its promoters were advised by Trilegal’s partner Sridhar Gorthi.

Khaitan & Co has advised Inox Leisure Ltd, the diversification venture of Inox Group into the entertainment and cinema exhibition industry, in respect of its acquisition of a 43.09 per cent stake in Fame India Ltd (FIL) along with a subsequent open offer for approximately US$14.7 million. The transaction is one of the largest transactions of its kind in the entertainment sector in India and involves the acquisition of one leading Indian multiplex chain by another. The deal involves a competitive public offer by Reliance MediaWorks Ltd for the shares of FIL. Both public offers from Inox and FIL received SEBI approval and ran simultaneously. Partners Haigreve Khaitan and Arindam Ghosh led the transaction.

Khaitan & Co has also advised Sterlite Technologies Ltd (STL) in respect of the rupee term loan facility aggregating to INR722.4 crores (US$160m) granted by State Bank of India, Bank of India and Canara Bank to East North Interconnection Company Ltd, a wholly owned subsidiary of STL. Partner Amitabh Sharma led the transaction.

Kim & Chang has advised Affinity Equity Partners (AEP) in respect of the sale of redeemable convertible preferred stock (RCPS) and convertible bonds (CB) in Korea Digital Satellite Broadcasting Co Ltd to KT Corporation. The deal was completed on 27 January 2011 and was valued at KRW 246.4 billion (US$218.4m). The sale comes approximately three years after AEP’s acquisition of the RCPS and CB issued by Korea Digital Satellite Broadcasting Co Ltd in 2007 and 2008 respectively. YJ Ro and YG Kwon led the transaction.

Kim & Chang has also advised global life insurance company NYLI in respect of the sale of its 100 per cent stake in NYLK to ACE INA Holdings Inc (ACE) at US$425 million. The deal was completed on 1 February 2011 and was made pursuant to a share purchase agreement that was entered into on October 26, 2010. Partners Jay Ahn, JK Park and WJ Kim led the transaction.

Luthra & Luthra Law Offices has represented a consortium of 27 lenders, led by Power Finance Corporation, in respect of the INR12,142 crores (US$2.7b) senior secured syndicated rupee term and letter of credit facility to KSK Mahanadi Power Company Ltd in relation to the construction and operation of the 3600 MW coal based thermal power project being built at an estimated project cost of INR16,190 crores (US$3.57b) at Nariyara, Janjgir Champa District, Chhattisgarh. Piyush Mishra led the transaction.

Minter Ellison is advising global traffic safety company Redflex Holdings Ltd (Redflex) in respect of its scheme implementation agreement with The Carlyle Group and Macquarie Group Ltd under which they will acquire all of the ordinary shares in Redflex. The takeover proposal values Redflex at A$340 million (US$340.7m) on an enterprise basis and is subject to shareholder approval, court approval and other conditions. The transaction is expected to close by June 2011. Partner Alberto Colla leads the firm’s advisory team. Macquarie is advised by Corrs Chambers Westgarth and The Carlyle Group is advised by a team from Gilbert + Tobin led by partner Bryan Pointon.

Orrick, Herrington & Sutcliffe in association with LVN & Associates has advised Thang Long Thermoelectric JSC, a subsidiary of Geleximco – one of Vietnam ‘s leading power generation companies – as investor and sole developer on a US$645 million engineering, procurement and construction contract (EPC) with Wuhan Kaidi Electric Power Co Ltd (Kaidi). The EPC contract is the first of its kind between a privately-owned Chinese contractor and a Vietnamese development company and relates to the 600 MW Thang Long coal-fired thermal power plant in Quang Ninh Province, Vietnam. Orrick partner Christopher Stephens and LVN partner Doan Quynh Linh led the transaction.

Paul, Hastings, Janofsky & Walker has advised SGX listed commercial real estate company Treasury China Trust (TCT) in respect of its approximately US$120 million 3-year multi-currency loan facility to refinance its Central Plaza asset. TCT has recently completed a refurbishment of Central Plaza, which it originally acquired in mid-2007. The Central Plaza loan was provided by a consortium of banks led by Citic Kawah and comprises a US$110 million loan and a RMB65 million (US$9.9m) loan. Partner Joel Rothstein led the transaction.

Rajah & Tann has acted for Prosper Line Investments Ltd and Great Ocean Overseas Holdings Ltd in respect of the disposal of their approximately 53 per cent effective interest in logistics services provider Airport City Development Co Ltd (ACL) to SGX-ST listed Global Logistic Properties Ltd (GLP). The total consideration payable by GLP, in cash and shares, is RMB2.48 billion (US$375m), subject to post-closing adjustments. Partners Chia Kim Huat and Danny Lim led the transaction.

Rajah & Tann has also acted for an established institutional investor, a pension fund (fund) and Better Value Holdings Ltd (CMA), being an entity of CapitaMalls Asia Ltd, in respect of the acquisition by the investor and the fund of an aggregate 55 per cent interest in an offshore SPV involved in developing CapitaLand’s second Raffles City integrated development in Shanghai. The remaining 45 per cent interest will be held by CapitaMalls Asia (also an investor) and CapitaLand China. The purchase consideration payable by the three investors is approximately S$759 million (US$594m). Partners Chia Kim Huat and Danny Lim also led the transaction whilst Commerce & Finance Law Offices acted as PRC counsel and Maples and Calder acted as BVI counsel. WongPartnership acted for CMA in transaction documentation.

Shook Lin & Bok has acted for Hong Kong financial services provider Net Pacific Finance Group Ltd in respect of the subscription of preference shares in the capital of Le On Trading Ltd amounting to an aggregate subscription amount of HK$30 million (US$3.85m). Partner Gwendolyn Gn led the transaction.

Shook Lin & Bok has also acted for Stream Media Pte Ltd, an NUS Enterprise incubatee company in the mobile payment industry, in respect of the issue of convertible bonds in relation to the S$1million (US$783,065) investment by Singtel Innov8 Pte Ltd, NUS Technology Holdings Pte Ltd, NRF Holdings Pte Ltd and Stream Global Incubators Pte Ltd. Partner Gwendolyn Gn also led the transaction.

Stamford Law has acted for media intelligence company Media Monitors in respect of its acquisition of a majority stake in Brandtology, a Singapore-based online and social media intelligence company. The acquisition supports the growth strategy of Media Monitors by allowing significant expansion of its sales network in Australia and New Zealand, while providing a solid base for continued rapid growth across the Asia-Pacific region. Director Valarie Jagger led the team.

Watson, Farley & Williams has advised Dubai based UACC in respect of the acquisition, financing and chartering (with purchase option) of two 73,000 dwt vessels for US$43.4 million each. The acquisition of the long-range products tankers doubled its fleet size in that segment. The vessels are directly owned by two KS (Ltd partnership) companies in Norway set up by Ness, Risan & Partners and chartered back to UACC on seven-year bareboat charters at US$13,000, which have purchase options at the end of the charters. Partner Chris Lowe led the transaction.

WongPartnership has acted for CapitaMalls Asia Ltd in respect of its issue of S$200 million (US$156.6m) bonds comprising one per cent one-year fixed rate unsecured bonds and 2.15 per cent three-year fixed rate unsecured bonds. Partner Hui Choon Yuen acted on the matter.

WongPartnership has also acted for The Hongkong and Shanghai Banking Corporation Ltd in respect of a S$900 million (US$704.7m) term club loan facility to One Raffles Quay Pte Ltd (ORQ) to refinance ORQ’s existing loans from shareholders and to finance general working capital. Partner Alvin Chia acted on the matter.

Deals – 17 February 2011

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Allen & Gledhill has advised Cargill group (Cargill) in respect of its simultaneous purchases of approximately 629.2 million shares representing 68.82 per cent of the issued share capital of PT Sorini Agro Asia Corporindo Tbk (Sorini) from PT AKR Corporindo Tbk (AKR) at Rp3,500 (US$0.39) per share, and of approximately 148 million shares representing 16.19 per cent of the issued share capital of Sorini from UOB Kay Hian Private Limited at Rp3,500 (US$0.38) per share. Partners Lee Kim Shin, Sunit Chhabra, and Christopher Ong led the transaction.

Allen & Gledhill has also advised ING Bank NV Singapore Branch and UBS AG Singapore Branch as the joint lead managers in respect of BOM Capital PLC’s issue of S$150 million (US$117.2m) 4.25 per cent loan participation notes due 2013 under its US$5 billion programme for the issuance of loan participation notes to be issued by, but with limited recourse to, BOM Capital PLC for the sole purpose of financing loans to joint stock commercial bank – Bank of Moscow (open joint stock company). The notes are cleared through The Central Depository (Pte) Limited and are listed on the SGX-ST. Partners Glenn Foo and Bernie Lee led the transaction.

Baker & McKenzie is advising Cascade Coal shareholders in respect of the approximately A$500 million (US$507m) sale of Cascade Coal, owner of the Mt Penny Coal Project in the Western Coalfields of New South Wales, to White Energy Company Limited, a mid-tier coal company focusing on cleaner coal technology. The sale agreement was signed on 14 February 2011. Partner Steven Glanz is leading the transaction. Freehills is advising White Energy Company Limited.

Baker & McKenzie has also advised EQT Greater China II (EQT) in respect of its acquisition of Taiwanese TV channel operator Gala TV (GTV), with CEO Lin Poa-Chuan as co-investor. The firm’s team was led by partners Cheung Yuk Tong, Michael Wong, Chris Tsai and BeaLeay Teo.

Baker & McKenzie.Wong & Leow, Baker & McKenzie’s Singaporean member firm, has advised EQT Greater China II (EQT) in respect of its acquisition of Classic Fine Foods Group (CFF) from UK-based Vestey Group Ltd. EQT now owns 96 per cent of CFF with the remaining four per cent under management ownership. CFF is a multinational importer and distributor of fine foods which serves five-star hotels and premium restaurants across Asia. Partner Andrew Martin led the firm’s advisory team. Jennifer Chih of PK Wong & Associates advised Vestey Holdings.

Clifford Chance is advising HKSE and SGX listed Shangri-La Asia in respect of its 1 for 12 rights issue raising approximately HK$4.7 billion (US$603m). The rights issue was oversubscribed, with applications for approximately 1.37 times the shares available. The firm’s team was led by Roger Denny.

HopgoodGanim Lawyers has advised Earth Heat Resources Limited, an ASX listed New Energy Company, in respect of a A$5 million investment agreement with US based investor Socius CG II. The funds will be predominantly used to progressing the Copahue project in Argentina.

Khaitan & Co has advised The Hongkong and Shanghai Banking Corporation Limited Singapore in respect of providing US$50 million of financial assistance, by way of an external commercial borrowing, to Mahindra & Mahindra Limited India for capital expenditure and overseas acquisition. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised Punjab State Power Corporation Limited, the state distribution licensee, in respect of BEE’s flagship programme – the Bachat Lamp Yojana Project, a part of the world’s biggest Clean Development Project initiative which has been promoted by the Bureau of Energy Efficiency, Ministry of Power, India. Partner Amitabh Sharma led the transaction.

Norton Rose (Middle East) has advised the Ministry of Finance, Bahrain in respect of the design, build, finance and operation of a wastewater treatment plant and conveyance system in Muharraq, Bahrain. The project, which has now reached commercial close, has a projected capital expenditure of US$250 million and includes the operation of the plant for a 27 year period. Financial close is targeted for Q2 2011. The project is the first wastewater treatment plant procured by the Government of Bahrain on a PPP basis. The firm also advised the client in the preparation of a National Privatisation Strategy Plan for the Sanitary Engineering Affairs Department of the Ministry of Works as part of Bahrain’s overall privatisation strategy and Economic Vision 2030. Partner Jonathan Brufal led the transaction.

Paul, Hastings, Janofsky & Walker has advised Publicis Groupe (Publicis) in respect of its acquisition of Eastwei Relations, one of China’s first independent public relations and strategic communications consultancies. Publicis is the third largest advertising and communications group in the world and a leader in digital and interactive communication. Partners David Wang and Lesli Ligorner led the transaction.

Rajah & Tann has advised CIMB Bank Berhad Singapore Branch as the issue manager and CIMB Securities (Singapore) Pte Ltd as the underwriter and placement agent in respect of the secondary listing of global integrated refined tin metal producer Malaysia Smelting Corporation Berhad (MSC) on the SGX-ST. MSC is primarily listed on the Bursa Malaysia Securities Berhad. MSC is issuing 25 million new ordinary shares which will raise net proceeds of approximately S$40.1 million (US$31.3m). The transaction represents the first Malaysian company to be dual-listed on Bursa Malaysia and SGX-ST. Partner Chan Wan Hong led the transaction.

Rajah & Tann has also advised China Gaoxian Fibre Fabric Holdings Ltd (China Gaoxian) in respect of its dual listing by way of depository receipts on the KRX Kospi Market. China Gaoxian is issuing 30 million depository receipts (underlying which are 600 million new shares) which will raise net proceeds of approximately S$223.8 million (US$175m). China Gaoxian, a synthetic fiber manufacturer in the PRC, is currently listed on the SGX. Daewoo Securities Co Ltd acted as the main underwriter. Partners Chia Kim Huat and Danny Lim led the transaction. Kim & Chang, led by C H Ko, S K Cheong and M S Cho, provided advice on the Korean legal issues.

Shook Lin & Bok has acted for SGX listed Joyas International Holdings Limited, a company engaged in the design, manufacture, packaging and sale of metal gift and jewellery products, in respect of a rights cum warrants issue of 215 million ordinary shares, with up to 107.5 million warrants each carrying the right to subscribe for one new share, to raise proceeds of approximately S$7.3 million (US$5.7m). Partner Gwendolyn Gn led the transaction.

Weil, Gotshal & Manges has advised GROHE-Group, a global premium brand for sanitary fittings, in respect of the voluntary public tender offer of its wholly-owned subsidiary Grohe Asia AG to all shareholders of Joyou AG. The transaction represents the first takeover offer of a German enterprise for a Chinese group of companies. The offer price amounts to €13.50 (US$18.33) in cash per share. At the time of the announcement of the tender offer, Grohe Asia AG has already secured irrevocable commitments as well as other undertakings from Joyou shareholders safeguarding voting rights of at least 30 per cent in Joyou AG upon completion of the tender offer. The firm’s advisory team was led by Beijing counsel Yan Yang and partners Henry Ong, Gerhard Schmidt, Heiner Drueke and Christian Tappeiner.

WongPartnership has acted for CapitaMalls Asia Limited in respect of the acquisition by its wholly-owned subsidiary of an 18 per cent stake in Senning Property Ltd (Senning) from Longtex Investment Limited, an indirect wholly-owned subsidiary of CapitaLand Limited. Senning owns a 95 per cent equity interest in Shanghai Orient Overseas Kaixuan Real Estate Co Ltd (Shanghai Orient), a company incorporated in PRC which owns the Raffles City Changning site, an integrated commercial mix-use development located in Shanghai, PRC. The consideration for the acquisition is approximately S$187.2 million (US$146.3m) and the agreed land value of the Raffles City Changning site is RMB5.3 billion (US$827m). Partners Gerry Gan and Karen Wee acted on the matter.

WongPartnership has also acted for NTUC Income Insurance Co-operative Ltd in respect of the acquisition of a 49 per cent equity stake in Savu Investments Pte Ltd, an investment holding company owning an office building located at 16 Collyer Quay, Singapore. The firm also acted for Savu Investments Pte Ltd in respect of refinancing its credit facilities via a senior secured bond offering for about S$420 million (US$328m). Partners Low Kah Keong, Quak Fi Ling, Dorothy Marie Ng, Monica Yip, Hui Choon Yuen, Christy Lim, Carol Anne Tan and Khaw Gim Hong acted on the matter.

Deals – 10 February 2011

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Allen & Gledhill has advised Great Eastern Life Assurance Company Limited and the joint lead managers – composed of Oversea-Chinese Banking Corporation Limited and Morgan Stanley Asia (Singapore) Pte – in respect of its issue of S$400 million (US$314m) 4.6 per cent subordinated fixed rate notes due 2026 callable in 2021 under its S$1 billion (US$785m) multicurrency medium term note programme. The notes are expected to qualify as a Tier 2 resource, subject to the requirements of the Monetary Authority of Singapore. Partners Margaret Chin, Cara Chan and Bernie Lee led the team advising Great Eastern Life while partners Tan Tze Gay and Glenn Foo led the team advising the joint lead managers.

Allen & Gledhill has also advised Singapore Exchange Limited (SGX) in respect of securing financing commitments comprising a S$3.8 billion (US$2.98b) senior term loan facility and a A$750 million (US$757m) senior term loan facility to be made available by Australia and New Zealand Banking Group Limited (ANZ), The Bank of Tokyo-Mitsubishi UFJ Ltd (Singapore Branch), DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and National Australia Bank Limited. ANZ was appointed as the coordinator to the financing. Partners Lim Wei Ting and Prawiro Widjaja led the transaction.

Amarchand Mangaldas is advising Siemens AG, a part of the promoter group of Siemens Limited (SL) and currently holding 55.18 per cent of the issued and paid up equity capital of SL, in respect of the voluntary open offer made to the public shareholders of Siemens Limited on 31 January 2011. The offer was made under Regulation 11(2A) of the SEBI (SAST) Regulations to acquire up to 19.82 per cent of the issued share capital of SL for total investment value of approximately €1 billion (US$1.37b), assuming full acceptances. HSBC Securities and Capital Markets (India) Private Limited is the manager to the offer. Partner Akila Agrawal led the transaction.

Baker & McKenzie recently advised Diageo, a premium drinks business, on its strategic partnership agreement with Hanoi Liquor Joint Stock Company (Halico) in Vietnam as well as its acquisition of a 23.6 percent stake in Halico from VinaCapital Vietnam Opportunity Fund Limited for approximately GBP33 million (US$51.6 million). Diageo expects to complete the investment in Halico in its 2011 fiscal year, subject to customary conditions to completion. The Baker & McKenzie team was led by Ho Chi Minh City-based M&A partner Seck YeeChung, assisted by associates David Han and Dang Chi Lieu.

Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office (Gaikokuho Joint Enterprise) has advised ITOCHU Corporation (ITOCHU) in respect of its investment in the Maules Creek Coal Project from Aston Resources (Aston). The project, which is located in Gunnedah, New South Wales, Australia, is expected to commence coal production for coke making and high-quality fuel coal in 2012. ITOCHU entered into an asset purchase agreement to acquire a 15 per cent interest take in the project for A$345 million (US$349m). Anne Hung led the transaction.

Blake Dawson has advised Crane Group Limited in a hostile off-market takeover by Fletcher Building Limited. Fletcher, an ASX and NZSX listed company, announced an improved recommended scrip and cash takeover bid for Crane Group, also listed on ASX. The offer consideration comprises A$3.50 in cash and one Fletcher Building share for each Crane share. In addition, Crane will pay eligible shareholders a fully franked special interim dividend of A$0.22 and a special dividend of A$0.50 per Crane share. Blake Dawson’s team was led by Bill Koeck.

Drew & Napier has advised Shanghai Jinming Investment Group Co Ltd in respect of its exit offer to the shareholders of ASA Group Holdings Ltd (ASA) and the delisting of ASA from the SGX-ST. ASA was placed under the watch-list of the SGX-ST on 5 March 2008 and received a notification requiring it to be delisted on 2 March 2010. The transaction marks one of the few instances where an exit offer was made by the controlling shareholder to the minority public shareholders of companies placed on the SGX-ST’s watch-list. The aggregate value of the transaction was approximately S$6.44 million (US$5m). Director Marcus Chow led the transaction.

HopgoodGanim Lawyers has advised ASX-listed Mt Isa Metals (MET) in respect of the placement of shares to institutional and sophisticated investors, raising A$14.4 million (US$14.53m) before costs. The placement will enable MET to accelerate its gold exploration projects in Burkina Faso. Partner Michele Muscillo led the transaction.

J Sagar Associates has advised Simbhaoli Sugars Limited (SSL) in respect of its joint venture arrangement with ED & F Man Holdings (EDFM) to set up a 1,000 tones per day capacity green field sugar refinery at Kandla, Gujarat through their JV company, Uniworld Sugars Limited (USL). SSL, along with its promoters, and EDFM have agreed to enter into a JV by contributing in the share capital of USL in the ratio of 57.5:42.5 for setting up a port-based raw sugar refinery in India and domestic and foreign trading of white sugar. The estimated cost of the project is INR228 crores (US$50m), which is proposed to be financed by long term loans and promoters’ equity. Partners Jyoti Sagar and Rohitashwa Prasad led the transaction.

J Sagar Associates (JSA) has also advised Stumpp, Schuele & Somappa Private Limited Bangalore in respect of the sale of its automotive lamps subsidiary, Compact Automotive Lamps Private Limited, to Osram India Private Limited, a Siemens group company. Partner Murali Ananthasivan led the transaction.

Khaitan & Co advised Avantha Group (BILT) India (Avantha), a US$4 billion business conglomerate, in respect of its acquisition of a 10.5 per cent stake in Solarlite GmbH, a company engaged in solar thermal power plants. The acquisition boosted Avantha’s solar technology business. Partner Bharat Anand led the transaction whilst DLA Piper Germany acted as international legal counsel advising on German law.

Khaitan & Co has also advised Great Eastern Energy Corporation Ltd in respect of availing up to €36.5 million (US$47m) financial assistance, by way of an external commercial borrowing from ICICI Bank Limited Bahrain Branch, for the development of its coal bed methane block at Asansol, Burdwan district, West Bengal. Partner Devidas Banerji led the transaction.

King & Wood has advised US nuclear energy operator Exelon in respect of drafting the MOC with CNNC Nuclear Power Company Ltd (CNNP), China’s largest nuclear energy owner/operator. The memorandum is completed with the intent to enter into a series of agreements to promote safe and reliable nuclear operations by 30 June 2011 or upon the completion of CNNP’s visit to the Exelon facilities. The firm’s team was led by Jack Wang and George Zhao.

Latham & Watkins has advised iPierian Inc, a company dedicated to the discovery and development of innovative therapeutics using patient-derived cells as models of human disease, in respect of a series of intellectual property agreements with Kyoto University and iPS Academia Japan Inc (iPS-AJ), creating a unified, worldwide patent estate covering induced pluripotent stem cell (iPSC) technology. Partners Daiske Yoshida, Alan Mendelson and John Wehrli led the transaction.

Mallesons Stephen Jaques has advised Telstra, Australia’s biggest telecommunications company, in respect of its agreement with PCCW to restructure the assets in their 50/50 joint venture, Reach. The transaction will result in a division of the majority of Reach’s international assets between Telstra and PCCW and will give Telstra International Group greater control over the platform used to deliver end-to-end services and improve the quality of service offered to enterprise and global service provider customers. The structural changes to Reach are expected to be completed during the first half of 2011. Partners Joshua Cole and Jeremy Wade led the transaction.

Mayer Brown JSM has advised precision measurement instruments manufacturer Mitutoyo Corporation (Mitutoyo) in respect its acquisition in two phases of a 41 per cent interest in Leeport Metrology Corporation (LMC) from Leeport Machine Tool Co Ltd (LMT). The sale and purchase agreement and the strategic alliance and shareholders agreement were signed on 21 January 2011. Upon completion of the final phase of the share acquisition, Mitutoyo will become a 51 per cent majority shareholder in LMC while LMT will continue to own the remaining 49 per cent interest. Partners Hannah Ha and Jeremy Cunningham led the transaction.

Mori Hamada & Matsumoto is advising Japan Industrial Partners Inc (JIP) in respect of its agreement to acquire Kyowa Hakko Chemical Co Ltd, a manufacturer and distributor of alcohols and oxygenated solvents, from Kyowa Hakko Kirin Co Ltd (Kyowa), a subsidiary of Kirin Holdings Co Ltd, the conglomerate engaged in the manufacture and sale of beverage and pharmaceutical products. The consideration for the acquisition was ¥60 billion (US$726m). Under the agreement, JIP will acquire a 100 per cent stake in Kyowa and will also assume the deposits and loans held by Kyowa and its subsidiary Miyako Kagaku. The transaction, which is expected to close on 14 March 2011, will enable Kyowa to concentrate on its pharmaceuticals business. Partner Hajime Tanahashi led the transaction.

Orrick, Herrington & Sutcliffe (Orrick) has advised OCI Enterprises Inc (OCI), an Atlanta-based chemical and energy holding company and North American subsidiary of Korea-based OCI Company Ltd (OCI Company), in the acquisition of CornerStone Power Development LLC, a utility scale solar power plant development company based in Chicago. The new company, OCI Solar Power LLC, currently has twelve renewable energy projects in development in the United States and Canada, totaling more than 130 megawatts (MW), with a target to have 700 MW under development by 2013. Led by corporate partners David Cho and Mark Lee, a cross-border team of M&A and energy lawyers from Orrick’s Hong Kong and New York offices successfully advised OCI.

Paul, Hastings, Janofsky & Walker has advised SOFTBANK CORP (SOFTBANK) on its acquisition of a 35 per cent stake in Synacast Corporation, also known as PPLive, the operator of ‘PPTV’, a leading online television service in China.

Shin & Kim represented KT Corporation in respect of its acquisition of redeemable convertible preferred shares and convertible bonds issued by Korea Digital Satellite Broadcasting Company Limited from Dutch Savings Holdings BV, a special purpose company established by Affinity Equity Partners. The acquisition agreement was signed on December 13, 2010 and the transaction closed on January 27, 2011. Partners Seong Hoon Yi, Ju Bong Jang and Myong Hyon (Brandon) Ryu of the firm’s M&A practice group led the advisory team.

Weerawong, Chinnavat & Peangpanor has advised Sri Trang Agro-Industry Plc in the THB8.12 billion (US$270.67m) public offering and placement under Regulation S and listing on the SGX-ST. JP Morgan, CIMB and Standard Chartered acted as the underwriters. The transaction represents the first case of a Thai company which has a listing status on the SET before listing its shares on the SGX-ST. The deal, which closed on 31 January 2011, was led by Chatri Trakulmanenate.

Weerawong, Chinnavat & Peangpanor has also advised BTS Group Holdings Plc (formerly Tanayong Plc) in respect of the offering of the THB10 billion US$ settled L/C backed convertible debentures under Regulation S. Morgan Stanley is the sole lead manager and bookrunner. The transaction, which closed on 25 January 2011, was led by partner Peangpanor Boonklum.

Weil, Gotshal & Manges has represented General Electric Co (GE) in respect of GE Aviation’s strategic joint venture with Aviation Industry Corporation of China (AVIC) to develop and market a new generation of avionics systems for the civil aviation market. The JV was announced on 19 January 2011 and will be headquartered in China. Steve Xiang, head of China practice, assisted by partners Suat Eng Seah, Bill Gutowitz and Charan Sandhu, led the transaction.

WongPartnership LLP has acted for certain controlling shareholders of Kim Eng Holdings Limited (Kim Eng) in respect of their conditional sale to Aseam Credit Sdn Bhd (Aseam Credit), a wholly-owned subsidiary of Malayan Banking Berhad, of 44.63 per cent of the issued shares in the capital of Kim Eng. In connection with this transaction, the firm is also acting for Kim Eng as offeree in the possible mandatory conditional cash offer by Aseam Credit for all the ordinary shares in the capital of Kim Eng other than those shares already owned by Aseam Credit, its related corporations and their respective nominees. The transaction values Kim Eng at approximately S$1.79 billion (US$1.4b). Partners Ng Eng Leng and Tay Liam Kheng acted on the matter.

WongPartnership LLP has also acted for Time Watch Investments Limited (Time Watch) in respect of the proposed voluntary delisting of Time Watch from the SGX and the exit offer by DBS Bank Ltd, for and on behalf of Red Rewarding Limited, to acquire all the issued ordinary shares in Time Watch. Partners Andrew Ang and Dawn Law acted on the matter.

Deals – 27 January 2011

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Allen & Gledhill is advising DBS Bank Ltd (DBS) in respect of a share purchase agreement with The Sumitomo Trust & Banking Co and Nikko Asset Management Co Ltd (NAM) to combine DBS Asset Management Limited (DBSAM) and NAM. Under the proposed transaction, NAM will acquire 100 per cent of DBSAM from DBS and DBS will acquire 7.25 per cent of NAM. The value of the proposed transaction is S$137 million (US$107m). Partners Prawiro Widjaja and Tham Kok Leong led the transaction.

Allens Arthur Robinson has advised UK defence group BAE Systems in respect of its offer to acquire Norkom Group PLC (Norkom), a Dublin-based provider of innovative counter fraud and anti-money laundering solutions, through the acquisition of Norkom’s entire issued share capital for €2.1 (US$2.87) per share in cash, which values the business at approximately €217 million (US$297m). Expected to complete later this year, the deal is subject to standard terms and conditions, including approval from Norkom’s shareholders. Partner David Wenger led the transaction.

Allens Arthur Robinson has also advised Australasian private equity firm Catalyst Investment Managers Pty Ltd in respect of its leveraged buyout of AC Components, reportedly Australia’s largest air-conditioning wholesaler. The new deal, which was completed late last year, involves a cash purchase with potential deferred payment of an undisclosed amount. Partner Steve Clifford led the transaction. Freehills acted for AC Components.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised enterprise data services provider Tulip Telecom Limited (Tulip Telecom) in respect of its acquisition, thru its wholly owned subsidiary Tulip Data Centre Services Private Limited, of 100 per cent of the equity shareholding of Sada IT Parks Private Limited, a data centre in Bengaluru, India. Once completed, the data centre facility is projected to be India’s largest and the world’s third largest eco-friendly data centre. The deal, valued at approximately Rs230 crores (US$50.6m), closed on 17 January 2011. Partner Kalpataru Tripathy led the transaction.

AZB & Partners has advised Jain Solar Energy Private Limited (JSEPL) in respect of the setting up a 400 MW Solar PV Cell manufacturing plant in the state of Haryana. For this project, plant equipment and technology will be supplied by Schmid Technology System GmbH, Germany. Partner Yashwant Mathur led the transaction which was completed on October 2010.

AZB & Partners is also advising MB Power (Madhya Pradesh) Limited (MB Power) in respect of the project financing for the 1200 MW thermal power plant to be set up by MB Power at Annupur, Madhya Pradesh. The transaction was signed on 16 November 2010 and is yet to be completed. Partner Yashwant Mathur led the transaction which was valued at approximately US$1.04 billion.

Baker & McKenzie has advised Passport Capital LLC, which holds a A$600 million (US$597m) stake in Riversdale Mining Limited (RML), in respect of its pre-bid stake agreement with global mining company Rio Tinto in relation to its A$3.9 billion (US$3.88b) bid for RML. Rio Tinto’s bid for RML was announced and signed on 23 December 2010. Partner Steven Glanz led the transaction.

Clifford Chance has advised the HSBC’s Direct Principal Investments Asia division in respect of its investment in CS Logistics Holdings Limited (CS Logistics), a BVI-holding company for a Hong Kong based international logistics and freight forwarding services provider, by way of preference shares and warrants. The investment was used to partially finance CS Logistics’ acquisition of UK based logistics company Allport Group Limited. Partner Andrew Whan led the transaction which was completed on 14 December 2010.

Clifford Chance has also advised Spain’s Telefónica, a global telecom company, in respect of an enhanced cooperation agreement with mobile and broadband operator China Unicom. The new agreement, signed on 23 January 2011, builds on an existing strategic alliance between the two companies signed in 2009 and increases their mutual investment in each other’s share capital. The agreement commits each company to invest the equivalent of US$500 million in each other’s shares. Once completed, Telefónica will increase its interest in China Unicom to around 9.7 per cent while China Unicom will hold a 1.37 per cent stake in Telefónica. Cherry Chan led the transaction.

Harneys has advised KEE Holdings Company Limited (KEE), a Cayman company which produces finished zippers, in respect of its listing on the HKSE. KEE sold 100 million shares for gross proceeds of US$17 million, part of which will be used to construct a new production plant, improve office facilities, purchase new equipment and recruit new staff. Partner Paul Lau led the transaction, in collaboration with Hong Kong firm Cheng Wong Lam & Partners and Nixon Peabody.

INDUSLAW has advised Helion Venture Partners, Accel Partners and Tiger Global in respect of their US$6 million first round funding investment in New Delhi based LetsBuy.com, an online retailer of consumer electronics, communications and computer goods from the leading brands in the categories. Partner Suneeth Katarki led the transaction.

J Sagar Associates has advised Swedish technology company Connecta in respect of its 100 per cent acquisition of Bangalore based company Adylan Technologies. Partner Sajai Singh led the transaction.

J Sagar Associates has also advised Talwandi Sabo Power Limited (TSPL), a subsidiary of Sterlite Energy Limited, in respect of two issues of non convertible debentures aggregating to INR1500 crores (US$330m). The debentures were issued on a private placement basis and would be listed on the NSE. TSPL will utilise the proceeds to finance the development of a domestic coal based power project with a total generation capacity of 2640 MW at Village Banawala, District of Mansa, Punjab, India. Partner Aashit Shah led the transaction.

Jones Day has advised Up Energy Group Ltd (Up Group) and its controlling shareholder Up Energy Holding Ltd (Up Energy), holding companies with mining assets in Xinjiang, China, in respect of a capital restructuring and senior debt financing which was a part of their business combination with HKSE listed Tidetime Sun (Group) Limited (Tidetime). The assets were acquired by Tidetime in the business combination for an aggregate consideration of HK$7.8 billion (US$1b) in the form of convertible bonds. Following the transaction, Tidetime will be renamed as Up Energy Development Group Limited, with Up Group being its single largest shareholder. The firm’s team was led by partner Virginia Tam.

Khaitan & Co has advised Leighton International Limited Cayman Islands and Leighton Contractors (India) Private Limited India as the sellers in respect of the sale of 35 per cent of the shares of Leighton Contractors (India) Private Limited to Welspun Infra Projects Private Limited (Welspun) for approximately US$105 million. Partner Amitabh Sharma led the transaction.

Khaitan & Co has also advised JSW Infrastructure Limited (JSW) in respect of the US$125 million investment by US hedge fund Eton Park Capital Management LLP for 10 per cent equity stake in JSW to fund JSW’s ports business. Partner Amitabh Sharma also led the transaction.

LS Horizon Limited is representing Krung Thai Asset Management Public Company Limited, as fund manager with Dusit Thani Public Company Limited (DTC), in respect of the establishment of Dusit Thani Freehold and Leasehold Property Fund (DTCPF), a THB4.1 billion property fund for public offering which invests in three major hotels, namely Dusit Thani Laguna Phuket, Dusit Thani Hua Hin and Dusit D2 Chiangmai. DTC will hold a one-third stake in the investment unit of DTCPF and will manage the hotels. DTCPF is now listed in the SET and started trading on 13 January 2011. Partner Khemajit Choomwattana led the transaction.

Majmudar & Co has acted for IT solutions, services and software provider Rolta India Limited (RIL) in respect of the sale of its 50 per cent stake in Shaw Rolta Limited to its joint venture partner Stone & Webster Inc, a subsidiary of The Shaw Group. The consideration comprised of US$27.5 million for the sale of shares and US$8 million for certain defined services. Partner Rukshad Davar led the transaction.

Rajah & Tann has advised CIMB Bank Berhad Singapore Branch as the issue manager and CIMB Securities (Singapore) Pte Ltd as the underwriter and placement agent) in respect of the secondary listing on the SGX-ST of Malaysia Smelting Corporation Berhad (MSC), a global integrated producer of refined tin metal. Primarily listed on the Bursa Malaysia Securities Berhad, MSC is issuing 25 million new ordinary shares in its capital which will raise net proceeds of approximately S$40.1 million (US$31.3m). The shares commenced trading on the SGX-ST on 25 January 2011, making MSC reportedly the first Malaysian company to be dual listed on the Bursa Malaysia and the SGX-ST. Partner Chan Wan Hong led the transaction.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Limited, the trustee of First Real Estate Investment Trust, in respect of the acquisition of two Jakarta hospitals (Mochtar Riady Comprehensive Cancer Centre and Siloam Hospitals Lippo Cikarang) for a purchase consideration of S$205.5 million (US$160.5m) and also in the proposed renounceable rights issue to raise approximately S$172.8 million (US$135m) to part finance the acquisition. Partner Nicholas Chong advised on the matter.

Watson, Farley & Williams has advised Thai dry bulk operator Precious Shipping (Precious) in respect of its acquisition from Oswal Shipping of Singapore of newbuilding contracts for four 57,000 dwt supramax vessels worth US$98 million in total. Precious purchased the contracts by acquiring the entire issued share capital of four wholly-owned single purpose companies, each holding a newbuilding contract for one bulkcarrier with Wuhan Guoyu Shipbuilding and Yangzhou Guoyu Shipbuilding. The vessels are scheduled for delivery between March and August 2012. The firm’s team was led by partner Damian Adams.

WongPartnership has acted for DBS Bank Ltd, Citibank NA, and Standard Chartered Bank as mandated lead arrangers in respect of the S$1.1 billion (US$860m) financing in relation to Suntec Real Estate Investment Trust’s (Suntec REIT) acquisition of a one-third interest in some Marina Bay Financial Centre properties, which include Tower 1, Tower 2 and Marina Bay Link Mall. Partners Susan Wong and Christy Anne Lim acted on the matter.

WongPartnership has also acted for Hoe Leong Corporation Ltd (Hoe Leong) in respect of its acquisition of a 51 per cent stake in Aries Offshore Singapore Pte Ltd. On completion, Hoe Leong will be a joint venture partner with Otto Ventures Pte Ltd, a wholly-owned subsidiary of Mainboard-listed Otto Marine Limited. Partner Chan Sing Yee acted on the matter.

Deals – 20 January 2011

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Allen & Gledhill has advised Bowsprit Capital Corporation Limited, as manager of First Real Estate Investment Trust, in respect of a fully underwritten five-for-four renounceable rights issue to raise gross proceeds of approximately S$172.8 million (US$134.7m). Proceeds will be utilised to part finance the acquisitions of two hospitals in Indonesia. Partners Jerry Koh, Ho Kin San and Chua Bor Jern led the transaction.

Allen & Gledhill has also advised AIMS AMP Capital Industrial REIT Management Limited (AIMSAMPIREIT) , as its manager in respect of AIMSAMPIREIT’s acquisition of 27 Penjuru Lane, Singapore for approximately S$161 million (US$125.5m) from AMP Capital Business Space REIT. The acquisition was partly financed by a fully underwritten and renounceable rights issue of approximately 513.3 million new units in AIMSAMPIREIT which raised gross proceeds of S$79.6 million (US$62m). Partners Jerry Koh and Foong Yuen Ping led the transaction.

Clifford Chance has advised EQT Greater China II (EQT) in respect of its acquisition of a majority stake of Qinyuan Bakery (Qinyuan), a retail bakery chain in Southwest China with a market share of approximately 40 per cent in its two main markets, namely Chongqing and Guiyang. EQT will, over a two-year period and subject to certain conditions, acquire a total of 65 per cent of Qinyuan while the founding entrepreneurs will retain the remaining 35 per cent. Beijing corporate partner Terence Foo led the transaction.

Fangda Partners has represented Focus Media Holding Limited, one of China’s largest lifestyle community digital out-of-home media companies, in respect of its purchase of approximately 15.3 million newly issued common shares of VisionChina Media Inc for approximately US$61 million. The firm’s team was led by corporate partner Michael Qi.

Fangda Partners has also represented A O Smith Corporation in respect of the sale of its electric motor division to NYSE listed Regal Beloit Corporation for US$875 million. The deal was announced on 13 December 2010. The firm’s team was led by corporate partner Seagull XIONG.

J Sagar Associates has advised Cethar Vessels Ltd (Cethar), a Tiruchirappalli based company engaged in the manufacture of boilers for power plants, in respect of Baring Private Equity Partners India’s acquisition of a minority stake of approximately US$90 million in Cethar. Partner Sanjay Kishore led the transaction. Barings Private Equity Partners was advised by Luthra & Luthra Delhi.

Majmudar & Co has acted as Indian legal counsel to Reliance Venture Asset Management Limited (RVAML), an investment arm of India-based private sector business house Reliance–Anil Dhirubhai Ambani Group, in respect of its Series A investment of US$12 million in AllGreen Energy India Private Limited (AllGreen). GE Mauritius Infrastructure Holdings Limited, one of the affiliates of GE Oil and Gas, was also a party to the Series A investment in AllGreen. The transaction was led by partner N Raja Sujith.

Khaitan & Co has advised Techno Electric & Engineering Company Limited (TEEC) in respect of its 49 per cent investment in Jhajjar KT Transco Private Limited (Jhajjar), an SPV involved in the development, operation and maintenance of a 400kV/220kV transmission project of Haryana Vidyut Prasaran Nigam Limited. The PPP project, undertaken on a Design, Build, Finance, Operate and Transfer basis, was awarded to the consortium comprising Kalpataru Power Transmission Limited, which holds a 51 per cent stake in Jhajjar, and TEEC. Partner Amitabh Sharma led the transaction.

Khaitan & Co has also advised French multinational oil and gas company Total SA France in respect of the sale of businesses of coatings resins of Cray Valley and Cook Composite Polymers, as well as the photocure resins of Sartomer, to global chemical company Arkema SA France (Arkema) for approximately US$720 million. The transaction is designed to strengthen Arkema’s acrylics segment. Partner Rabindra Jhunjhunwala advised on the transaction.

Latham & Watkins has advised STATS ChipPAC Ltd in respect of its US$200 million Rule 144A and Regulation S bond offering due 2016 with a coupon of 5.375 per cent. Deutsche Bank AG Singapore Branch was the sole bookrunner for the transaction. The firm’s team was led by Singapore partners Michael Sturrock and Min Yee Ng.

LS Horizon Limited and LS Horizon (Lao) Limited has represented Electricite Du Laos (EDL), the Lao People’s Democratic Republic state enterprise, in respect of the incorporation and the IPO of up to 217.1 million ordinary shares of EDL-Generation Public Company. The total value of the offering was approximately US$115.6 million on the newly-established Lao Securities Exchange. Partners Sunpasiri Sunpa-a-sa and Sawanan Limparangsri led the transaction.

Mallesons Stephen Jaques has advised Campbell Soup, reputedly the world’s largest soup company, in respect of its agreement with HKSE listed Swire Pacific to form a joint venture in China to develop the growing soup market in Mainland China. Called Campbell Swire, the JV will be responsible for manufacturing, packaging, branding, marketing and distributing soup, broth and stock products in China and will commence operations in early 2011. Swire Pacific will own a 40 per cent stake while Campbell will have a 60 per cent ownership. The transaction was led by partner Stuart Valentine.

Mallesons Stephen Jaques is also acting for Citi Infrastructure Investors (Citi) and one of its major investors in respect of the acquisition of a major stake in DP World’s Australian port interests for A$1.5 billion (US$1.5b). Dubai listed DP World operates container terminals in Sydney, Brisbane, Melbourne, Adelaide and Fremantle. Under the deal, Citi and its investor will assume control of the Australian container terminals with a 75 per cent majority ownership, while DP World will maintain a 25 per cent slice of its Australian container terminals and will continue to provide management services to the ports. The transaction will be partially funded through an acquisition finance facility provided by HSBC, NAB, ANZ, CBA, Westpac, Banco Santander and Credit Agricole. The firm’s team was led by partners Scott Gardiner, Ros Anderson and Chris Wheeler.

Mayer Brown JSM has advised SEACOR Capital (Asia) Limited (SEACAP), a wholly owned subsidiary of diversified multinational oil company SEACOR Holdings Inc, in respect of its US$25 million minority investment in newly issued common equity of Hawker Pacific Airservices Limited (Hawker Pacific). Under the terms of the transaction, SEACAP has also appointed representatives to the Hawker Pacific Board of Directors. The investment aims to help Hawker Pacific expand its business across the Asia Pacific and Middle East regions. Corporate partners Stephen Bottomley and Jeremy Cunningham led the transaction which was completed on 15 December, 2010.

Mori Hamada & Matsumoto has advised Itochu Corporation (Itochu) in respect of Yoshinoya Holdings’ buy back of its own 133,000 shares from Itochu via the TSE’s ToSTNet-3 system. Itochu agreed to sell the shares, which are equivalent to a 21.07 per cent stake in Yoshinoya Holdings. This deal, valued at approximately JPY14 billion (US$170m), was completed on 18 January 2011. Partner Katsumasa Suzuki led the transaction.

Norton Rose Group has advised Australia and New Zealand Banking Group Limited, The Hongkong and Shanghai Banking Corporation Limited and Cooperative Centrale Raiffeisen-Boerenleenbank BA in respect of its US$1.3 billion and A$600 million (US$602m) syndicated loan facilities to SGX listed agribusiness company Wilmar International Limited (Wilmar) for its acquisition of Sucrogen Limited from CSR Limited. The facilities are guaranteed by Wilmar. Banking partner Yu-En Ong led the transaction. Wilmar was advised by Allen & Gledhill on the Singapore law aspects and Minter Ellison on the Australian law aspects.

Paul, Hastings, Janofsky & Walker has advised HKSE listed China SCE Property Holdings Limited in respect of its offering of a five-year RMB2 billion (US$301m) synthetic offshore renminbi bond. Deutsche Bank AG Singapore Branch and The Hongkong and Shanghai Banking Corporation Limited were the joint bookrunners. The transaction is significant in that the bond is denominated in renminbi, yet settlement is in US dollars. The firm’s team was led by Raymond Li, Vivian Lam and David Grimm.

Paul, Weiss, Rifkind, Wharton & Garrison has represented General Atlantic in respect of the sale of its interest in global IT services and business solutions provider Patni Computer Systems (Patni) to technology outsourcing company iGATE Corporation USA (iGate) and its subsidiaries. The transaction is valued at US$1.22 billion and involves a mandatory open offer to the public shareholders of Patni to purchase up to 20 per cent of the fully diluted share capital of the company. The firm’s team includes partners Mark S Bergman, David K Lakhdhir and Richard J Bronstein.

Rajah & Tann is advising SGX listed China Gaoxian Fibre Fabric Holdings Ltd (China Gaoxian), a supplier of premium differentiated fine polyester yarn and warp knit fabric in the PRC, in respect of in its dual listing by way of depository receipts on the KRX Kospi Market. China Gaoxian is issuing 30 million depository receipts at 7,000 KRW (US$6.28) per depository receipt, which will raise net proceeds of approximately S$223.8 million (US$174.5m). The depository receipts will commence trading on 25 January 2011. Daewoo Securities Co Ltd acted as the main underwriter. Partners Chia Kim Huat and Danny Lim led the transaction.

Shook Lin & Bok has acted for Aspial Corporation Limited in respect of a renounceable non-underwritten rights issue of approximately 70 million new ordinary shares on the basis of one rights share for every five existing ordinary shares in the capital of the company, to raise net proceeds of approximately S$14.5 million (US$11.3m). Partner Janet Tan acted on the matter.

Slaughter and May has advised China Resources (Holdings) Company Limited in respect of the establishment of an intra-group lending arrangement for the China Resources group. The arrangement involves four of China Resources’ HKSE listed companies – China Resources Land Limited, China Resources Enterprise, Limited, China Resources Cement Holdings Limited and China Resources Microelectronics Limited – which may lend in excess of US$1.05 billion. The transactions constitute non-exempt continuing connected transactions under the Hong Kong Listing Rules and have been approved by the independent shareholders of each listed company. Partner Peter Lake led the transaction.

Weerawong, Chinnavat & Peangpanor has acted for Thailand based lifestyle entertainment company Major Cineplex Group Plc and Kasikorn Asset Management Co, as the management company of Major Cineplex Lifestyle Leasehold Property Fund (MJLF), in respect of the capital increase of the fund for the acquisition of Suzuki Avenue Ratchayothin Lifestyle Shopping Complex in the form of a leasehold right from Siam Future Development Plc. The capital increase was made through a public offering of the REIT units for local and international investors. The deal was valued at approximately THB1.15 billion (US$38.33m). The transaction, which closed on 29 December 2010, was led by partner Pakdee Paknara.

Weerawong, Chinnavat & Peangpanor has also advised TMB Bank Plc and Krung Thai Bank Plc in respect of the THB38.5 billion (US$1.28b) bridge loan facility to Big C Super Center Plc for the acquisition of the Thailand business of French retail chain Carrefour and also in respect of refinancing. The transaction, led by Kulachet Nanakorn, was closed on 20 December 2010.

White & Case LLP has represented China Development Bank (CDB) in respect of its financing of Perilya Canada Limited’s (Perilya Canada) US$183 million acquisition of GlobeStar Mining Corporation, an Ontario-based company which operates the Cerro de Maimón mine in the Dominican Republic. Perilya Canada, a wholly owned subsidiary of Australia-based Perilya Limited, secured a financing package of up to US$100 million from CDB and funded the remainder of the acquisition through existing cash resources. Xiaoming Li, head of the firm’s China practice, led the transaction.

WongPartnership has acted as counsel to Orchard Turn Retail Investment Pte Ltd, a company jointly owned by CapitaMalls Asia Limited and Sun Hung Kai Properties Limited, in respect of the grant of syndicated credit facilities of up to S$1.62 billion (US$1.26b). The facilities were arranged by The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch, DBS Bank Ltd, Malayan Banking Berhad, Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation Singapore Branch and United Overseas Bank Limited for, inter alia, refinancing facilities which were previously obtained for the acquisition and development costs of ION Orchard Singapore. Partner Christy Anne Lim acted on the matter.

WongPartnership has also acted for United Overseas Bank Limited, the financial advisor and financier to R&Y Holdings Limited (R&Y Holdings), in respect of the proposed voluntary delisting of Reyoung Pharmaceutical Holdings Limited (RPH) from the SGX, and the exit offer by R&Y Holdings to acquire all the issued ordinary shares in the capital of RPH other than those shares held by RPH as treasury shares and those shares already owned, controlled or agreed to be acquired by R&Y Holdings and certain RPH shareholders. Partners Andrew Ang, Dawn Law and Christy Anne Lim acted on the matter.

Deals – 13 January 2011

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Allen & Gledhill LLP has provided Singapore law advice to DBS Bank Ltd as the lead manager and to The Trust Company (Asia) Limited as the trustee in respect of CapitaMalls Asia Treasury Limited’s up to S$200 million (US$155.2m) retail bond issue guaranteed by CapitaMalls Asia Limited. Partners Margaret Chin, Cara Chan and Senior Associate Tan Ngee Hao led the transaction.

Allen & Gledhill LLP has also advised Wilmar International Limited as the guarantor in respect of Sucrogen Limited’s A$600 million (US$597.4m) syndicated revolving credit facility extended by a syndicate of banks. The facility is arranged by Australia and New Zealand Banking Group Limited, The Hongkong and Shanghai Banking Corporation Limited and Cooperative Centrale Raiffeisen-Boerenleenbank BA. Partner Margaret Chin led the transaction.

Allen & Overy is advising the Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU), a subsidiary of Mitsubishi UFJ Financial Group Inc (MUFG) and MUFG subsidiary Mitsubishi UFJ Securities International plc (MUSI), in respect of their acquisition of a portfolio of project finance assets from Royal Bank of Scotland Group (RBS).
The portfolio comprises loans and related assets worth approximately GBP3.3 billion (US$5.2b) and principally consists of natural resources, power and other infrastructure assets in Europe, the Middle East and Africa. The firm’s team was led by partner Aled Davies in Tokyo and partners Stephen Mathews and Tim Arnheim in London.

AZB & Partners has advised Tata International Limited in respect of its acquisition of a 76 per cent equity stake in each of Bachi Shoes (India) Private Limited and Euro Shoe Components Private Limited. Partner Darshika Kothari led the transaction which was completed on 27 December 2010.

AZB & Partners has also advised Nitin Fire Protection Industries Limited and Nitin Cylinders Limited in respect of its acquisition by Worthington Industries Mauritius of 60 per cent shares of Nitin Cylinders Limited for approximately US$21 million. Partner Kalpana Merchant led the transaction which was completed on 29 December 2010.

Baker & McKenzie has acted as Australian counsel for China Construction Bank Corporation, the world’s second largest lender by market value, in respect of its US$9.2 billion global rights offering. Joint underwriters for the offering were China International Capital Corporation Hong Kong Securities Limited, CCB International Capital Limited, Morgan Stanley & Co International PLC, CITIC Securities Corporate Finance (HK) Limited, Merrill Lynch Far East Limited, Credit Suisse (Hong Kong) Limited and BOCI Asia Limited. The firm’s team was led by partner Craig Andrade.

DLA Piper has represented China Everbright Capital Limited as the sole sponsor of China New Economy Fund (CNEF) Limited, a closed-end investment fund managed by CITIC Securities International Investment Management Limited, in respect of its listing on the HKSE. The offering has raised gross proceeds of HK$312 million (US$40.1m). The firm’s team was led by Luke Gannon, partner and head of Investment Funds Asia.

Fangda Partners has represented Changsha Zoomlion Heavy Industry Science and Technology Development Co Ltd (Zoomlion), a China-based construction machinery manufacturer, in respect of its IPO on the HKSE and Rule 144A /Regulation S offering of approximately 1 billion ordinary shares to be subscribed for and traded in Hong Kong dollars. Zoomlion raised approximately HK$14.98 billion (US$1.93b) in gross proceeds, including the full exercise of the over-allotment option. The joint global coordinators of the offering were CICC, Goldman Sachs and JP Morgan which, together with Morgan Stanley, also acted as the joint bookrunners. The firm’s team was led by corporate partner Jeffrey Ding.

Fangda Partners has also represented HiSoft Technology International Limited (HiSoft), a China-based provider of outsourced information technology and research and development services, in respect of its follow-on offering on the Nasdaq Global Market. The offering by HiSoft and certain selling shareholders of an aggregate of 5.75 million American depositary shares, representing 109.25 million common shares (including the full exercise of the over-allotment option), raised approximately US$149.5 million. The lead underwriters were Deutsche Bank Securities, UBS Investment Bank and Citi. The firm’s team was also led by corporate partner Jeffrey Ding.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented BofA Merrill Lynch as placement agent in respect of the US$200 million placement of 175 million new shares of Asian Citrus Holdings Limited, which owns and operates orange plantations in China. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

Fried, Frank, Harris, Shriver & Jacobson LLP has also represented BofA Merrill and BOC International, as joint placing agents, in respect of a top-up share placement for Trinity Limited, a subsidiary of Li & Fung group and a high-to-luxury-end menswear retailers primarily serving Greater China. Approximately 100 million shares were offered, raising approximately HK$750 million (US$96.5m). The transaction closed on January 13, 2011. Working on the matter were corporate partners Victoria Lloyd (HK), Joshua Wechsler (HK/NY) and Sian Withey (London), corporate international counsel Marianne Cheng (HK), corporate associate Nora Tam (HK) and China coordinator Boxin Wang.

Gide Loyrette Nouel has advised the Carlsberg Group (Carlsberg) in respect of its acquisition of an additional shareholding in SSE listed Chongqing Brewery Co Ltd (CBC), a company which operates 16 breweries in Chongqing and the surrounding provinces. The acquisition increased Carlsberg’s stake from 17.46 per cent to 29.71 per cent, making it the largest shareholder. The purchase price for the 12.25 per cent stake in CBC was approximately RMB 2.385 billion (US$349m). The firm’s team was led by partner Warren Hua.

Herbert Smith has advised the joint bookrunners and joint lead managers – composed of UBS AG Hong Kong Branch, China Everbright Securities (HK) Limited, Cinda International Capital Limited, Credit Suisse (Hong Kong) Limited, JP Morgan Securities (Asia Pacific) Limited and Macquarie Capital Securities Limited – in respect of the HK$5 billion (US$643m) HKSE IPO and the Rule144A/Regulation S global offering of China Datang Corporation Renewable Power Co Limited, the nation’s second largest wind-power producer by installed capacity. The firm’s US team was led by corporate partner Kevin Roy whilst corporate partner Gary Lock led the Hong Kong team.

Khaitan & Co has advised California-based and NASDAQ listed technology outsourcing company iGATE Corporation USA (iGate) and its subsidiaries – iGATE Global Solutions Limited, India and Pan-Asia iGATE Solutions Mauritius – in respect of its acquisition of a controlling stake of global IT services and business solutions provider Patni Computer Systems Limited (Patni Computer) from its promoters and General Atlantic Partners for approximately US$1.22 billion. The deal represents the largest M&A transaction in the Indian IT industry, according to Khaitan. Partners Haigreve Khaitan and Rabindra Jhunjhunwala led the transaction which was signed on 10 January 2011 and is yet to be completed. AZB & Partners, led by partners Zia Mody, Alka Nalavadi and Essaji Vahanvati, has advised General Atlantic Mauritius Limited and Patni Computer promoters composed of Gajendra Kumar Patni, Ashok Kumar Patni and Narendra Kumar Patni. Shearman & Sterling, led by partner Michael S Baker, is representing Jefferies Finance and RBC Capital Markets as joint lead arrangers in the financing for iGate in its proposed acquisition of Patni Computer.

Khaitan & Co has also advised Shree Ganesh Jewellery India Limited in respect of its approximately US$5 million purchase of office premises with total floor area of 14,592 sq ft, along with 12 mechanical stack parking spaces in the building known as ‘Boomerang’. Partner Sudip Mullick led the transaction.

KhattarWong has acted for SGX-ST listed data storage media company Swing Media Technology Group, in respect of its proposed placement of 290 million new ordinary shares. The estimated net proceeds from the placement after deducting expenses is expected to amount to S$11.5 million (US$8.92m). Partner Lawrence Wong led the transaction.

Lee & Ko has represented private equity funds IBK-Auctus Green Growth PEF and KoFc KBIC Frontier Champ Fund No. 2010-5 PEF in respect of their subscription of new shares issued by Nexolon Co Ltd (Nexolon), a manufacturer of monocrystalline and multicrystalline wafers and an affiliate of OCI Company, for approximately KRW 40 billion (US$36m). Upon closing, each of the PEFs became the owner of 6.19 per cent of Nexolon. Partner Je Won Lee led the advisory team.

Lee & Ko has also advised KDB Value VI Private Equity Fund (KDB PEF), managed by Korea Development Bank (KDB) as its general partner, in respect of a loan agreement whereby its subsidiary KDB Value VI LLC (SPC) would be provided a loan facility of KRW1 trillion (US$9.2b) by KDB. Proceeds of the loan will be used to finance SPC’s acquisition of shares in Daewoo Engineering & Construction Co Ltd (Daewoo E&C), so that SPC will secure the approximately 50.7 per cent controlling stake in Daewoo E&C. The drawdown for the loan and the closing of transactions were accomplished on 6 January 2011. The firm’s team was led by partners Hee Jeu Kang, Sang Chol Yi and Dong Seok Woo.

Mallesons Stephen Jaques has acted for ING Management Limited, as responsible entity of ING Industrial Fund (INGIF), in respect of the acquisition of all the ordinary units in INGIF, a Goodman Group led consortium, for approximately A$1.4 billion (US$1.4b). Brian Murphy led the transaction which was signed and announced on 24 December 2010.

Mallesons Stephen Jaques has also acted for CITIC Securities Corporate Finance (HK) Limited, as the sponsor, global coordinator, bookrunner and as one of the joint lead managers, in respect of the approximately HK$919 million (US$118.2m) global offering of PAX Global Technology Limited (PAX Global), an electronic fund transfer point-of-sale (EFT-POS) terminal solutions provider in China. The offering is a spin-off from HKSE listed Hi Sun Technology (China) Limited. Trading of PAX Global’s shares commenced on 20 December 2010. Partner Larry Kwok led the transaction.

Maples and Calder has acted as BVI counsel to SEEKAsia Limited, a majority owned subsidiary of ASX listed online employment and training company SEEK Limited (SEEK), in respect of its acquisition of 60 per cent of Jobs DB Inc (an online employment company with operations throughout South East Asia) from JDB Holdings Limited for HK$1.59 billion (US$204.5m). The acquisition significantly enhances SEEK’s investment in the South East Asian online employment sector. SEEK is already a 22.4 per cent shareholder in JobStreet Corporation. The firm’s team was led by Christine Chang.

Maples and Calder has also acted as Cayman and BVI counsel to HKSE listed China SCE Property Holdings Limited, in respect of its issue of RMB2 billion US$ settled 10.5 per cent senior notes due 2016. Deutsche Bank AG and HSBC Holdings PLC are mandated to arrange the bond issue. Proceeds will be used to finance new and existing projects and for general corporate purposes. The firm’s team was led by John Trehey whilst Paul, Hastings, Janofsky & Walker acted as Hong Kong and US counsel. Davis Polk & Wardwell acted for the joint lead arrangers.

Mayer Brown JSM has advised China Resources Cement Holdings Limited (China Resources Cement) in respect of its acquisition of a 50 per cent interest in a cement business in Guangzhou and Hong Kong. China Resources Cement purchased the stake in several entities owned by Yue Xiu Enterprises (Holdings) Limited that engage in the clinker, cement and concrete operations in Guangzhou and Hong Kong, for an aggregate consideration of HK$1.24 billion (US$159m). The sale and purchase agreement was signed on 5 December 2010 and completion took place on 31 December 2010. The firm’s team was led by partner Hannah Ha.

Nishith Desai Associates has acted as sole Indian legal advisors to SKIL Ports and Logistics Limited, a Guernsey incorporated entity, in respect of the listing of its shares on the LSE. The company raised GBP76 million (US$119.4m) from global institutional investors. The proceeds will be used to develop ports and logistics facilities in India. The transaction represents one of the largest fund raises on AIM in 2010.

Nishith Desai Associates has represented Goldsquare Sales India Private Limited (Goldsquare) in respect of the approximately US$8 million investment of Sequoia Capital India Investments Holdings III in the company. The transaction was part of a Series B funding of Goldsquare, after Obsidian Square Investments Limited invested in the initial round of funding earlier in 2010 where the firm also advised the investor. The recent investment will go towards growing the company’s product offering, building its supply chain infrastructure, strengthening its enterprise technology and funding future growth initiatives.

Rajah & Tann LLP has advised Prosper Line Investments Limited and Great Ocean Overseas Holdings Limited in respect of the disposal of their approximately 53 per cent effective interest in Airport City Development Co Ltd (ACL) to SGX-ST listed Global Logistic Properties Limited (GLP). The total consideration payable by GLP, in the form of cash and shares and which is subject to post-closing adjustments, is RMB2.483 billion (US$375m). Partners Chia Kim Huat and Danny Lim led the transaction which was completed on 5 January 2011. Clifford Chance acted for Global Logistic Properties Limited.

Rajah & Tann LLP has also advised an institutional investor, a pension fund and Better Value Holdings Limited (CMA), an entity of CapitaMalls Asia Limited, in respect of their acquisition of an aggregate 55 per cent interest in an offshore SPV involved in developing CapitaLand’s second Raffles City integrated development in Shanghai. The remaining 45 per cent interest will be held by CapitaMalls Asia (also an investor) and CapitaLand China. The aggregate purchase consideration payable by the three investors is approximately S$759 million (US$589m). The transaction was completed on 30 December 2010. Partners Chia Kim Huat and Danny Lim also led the transaction whilst Commerce & Finance Law Offices acted as PRC counsel and Maples and Calder acted as BVI counsel in the due diligence. WongPartnership acted for CMA in the transaction documentation.

Shook Lin & Bok LLP has acted for Kikkoman Corporation in respect of the acquisition of the Yamakawa Group of Companies from Tye Soon Limited for approximately S$16.24 million (US$12.6m). Partner Sandra Tsao advised on the matter.

Wong & Partners has advised AXA Affin General Insurance Berhad in respect of the transfer to them of the general insurance business of BH Insurance (M) Berhad via a scheme of transfer for an estimated consideration of approximately MYR285 million (US$93m). Partner Brian Chia led the transaction.

WongPartnership LLP acted for the Frasers Group in respect of the corporate and debt restructuring of Frasers Property (UK) Limited and its subsidiaries and investments. Partners Ng Eng Leng, Alvin Chia and Sim Bock Eng acted on the matter.

WongPartnership LLP has also acted for QuEST Global Services Pte Ltd (QuEST Global), the new Singapore holding company for the engineering services business of the QuEST Group, in respect of the auction sale of a 20 per cent minority stake in QuEST Global to private equity firm Warburg Pincus. Partners Sim Bock Eng, Vivien Yui and Ong Sin Wei acted on the matter.

Deals – 6 January 2011

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Allen & Gledhill LLP has advised Wilmar International Limited (Wilmar) in respect of a US$1.3 billion syndicated term loan facility to its subsidiary, Wealth Anchor Pte Ltd, to finance Wilmar’s acquisition of Sucrogen Limited. Partner Margaret Chin led the transaction.

Allen & Gledhill LLP has also acted as Singapore law counsel for Amtek Engineering Ltd (AEL) in respect of Metcomp Holdings’ IPO of 36.8 per cent of its shareholding interest in AEL in conjunction with AEL’s listing on the SGX-ST. The IPO raised total proceeds of S$260 million (US$201m). The joint global coordinators and joint issue managers were Credit Suisse (Singapore) Limited and Morgan Stanley Asia (Singapore) Pte who, together with Standard Chartered Securities (Singapore) Pte Limited, were also the joint lead managers, joint bookrunners and joint underwriters of the issue. Partners Leonard Ching and Bin Wern Sern led the transaction. Another team led by Partner Prawiro Widjaja provided Singapore law advice to Metcomp Holdings.

Amarchand & Mangaldas has advised JSW Steel in respect of its acquisition of 45.53 per cent of the equity of Ispat Industries Limited (Ispat) by way of a preferential allotment for a total consideration of Rs2157 crores (US$476.1m). The acquisition is to infuse funds into Ispat to revive its operations, implement its integration projects and meet its financial obligations. Pursuant to the same, JSW Steel is required to make an open offer in terms of the SEBI regulations. After the open offer process, JSW Steel is expected to hold approximately 53.58 per cent of the fully diluted equity capital of Ispat, assuming full acceptances. Managing partner Cyril Shroff, senior partner L Vishwanathan and partner Nivedita Rao led the transaction. Ispat was advised by Economic Law Practice.

Amarchand & Mangaldas has also advised Natixis Global Asset Management Company (Natixis Global) in respect of the acquisition of a 25 per cent stake in IDFC Asset Management Company and IDFC Trustee Company, subject to receipt of necessary regulatory approvals. The advisors to Natixis Global were Nomura and Ernst & Young whilst Desai & Diwanji advised IDFC Asset Management Company. The deal, which was signed on 16 December 2010, was led by senior partner Vandana Shroff.

AZB & Partners has advised the underwriters (composed of Enam Securities Private Limited, Edelweiss Capital Limited, JM Financial Consultants Private Limited, ICICI Securities Limited, Edelweiss Securities Limited and JM Financial Services Private Limited) in respect of the public issue of about 12.63 million equity shares of Claris Lifesciences Limited for cash amounting to approximately INR3 billion (US$67m). The transaction, which was completed on 20 December 2010, was led by partners Zia Mody and Kaushik Mukherjee.

AZB & Partners is also acting as domestic counsel for SBI Capital Markets Limited in respect of the public issue by VRL Logistics Limited of approximately 23.5 million equity shares. Partner Shameek Chaudhuri is leading the transaction.

Baker & McKenzie has advised Australian marketing services provider Salmat Limited (Salmat) in respect of an agreement to buy digital and interactive businesses from Photon Group Limited, a marketing and communication services provider, for a cash consideration of A$75.3 million (US$75m), with an additional A$15.7 million (US$15.6m) capped performance hurdle payment to be made, based on achievement of agreed performance milestones by 30 June 2011. The agreement was announced on 22 December 2010. Partner Ben McLaughlin led the transaction.

Blake Dawson has advised Atlas Iron Limited (Atlas) in respect of its recommended scrip takeover bid for Giralia Resources NL. The implied offer price of A$4.57 (US$4.60) per Giralia share represents a 52.9 per cent premium to the closing price of Giralia shares on the day prior to announcement. All of the Giralia directors have entered into pre-bid agreements with Atlas in respect of all of the shares they own, representing approximately 7.5 per cent of Giralia’s shares. The firm’s team was led by corporate partner Murray Wheater.

Clayton Utz has advised Bilfinger Berger in respect of the A$1 billion (US$997.7m) sale of its iconic Australian construction business, Valemus. Corporate partner Stuart Byrne and partners David Landy and Simon Truskett led the transaction.

Clifford Chance has advised Bank of America Merrill Lynch, BOC International, HSBC and UBS as joint lead managers and bookrunners in respect of the RMB1.38 billion (US$209m) bond issue by Galaxy Entertainment Group Limited. The transaction represents the first issue of a high-yield “dim sum” bond issue in Hong Kong. Capital markets consultant Matt Fairclough led the transaction.

Dechert Hong Kong has acted as Hong Kong counsel to Manulife Asset Management (Hong Kong) Limited as investment manager in respect of the establishment and authorisation in Hong Kong of a China A Share equity fund, and a US$-denominated RMB Bond fund, both sub-funds of a Cayman island-domiciled segregated portfolio company which invest in the PRC domestic market via Manulife’s own QFII license. The funds fulfilled the company’s US$200 million QFII quota. Partner Angelyn Lim led the transaction.

Freshfields Bruckhaus Deringer has advised China based property developer Shui On Development (Holding) Limited (Shui On Development) in respect of the issue of RMB3 billion (US$450m) three-year RMB denominated US$ settled senior notes. The parent guarantor for the issue is HKSE-listed Shui On Land Limited. The deal marks the first time a property company has sold an offshore RMB-denominated bond. Shui On Development is also the first issuer to sell a synthetic offshore RMB bond in the public market. Deutsche Bank AG, Standard Chartered Bank and UBS AG are the joint bookrunners of the issue whilst Barclays Capital and BNP Paribas are the co-managers. The firm’s team was led by US corporate partner Calvin Lai.

Herbert Smith has advised China Shenhua Energy Company Limited, China’s biggest coal producer, in respect of the acquisition of various mining companies and assets from its controlling shareholder Shenhua Group Company Limited. The total consideration for these transactions was approximately RMB8.7 billion (US$1.3b). The firm’s team was led by Beijing corporate partner Tom Chau whilst DeHeng Law Office acted as PRC counsel.

Herbert Smith has also advised the underwriters in respect of the H-share rights issue by Industrial and Commercial Bank of China (ICBC), the largest commercial bank and listed lender in Mainland China. BOC International, BNP Paribas, ICBC International and UBS were the joint lead underwriters whilst Bank of America Merrill Lynch, Credit Suisse, HSBC and Nomura were the co-lead underwriters of the issue. The rights issue will raise approximately HK$52 billion (US$6.75b) through the issue of 3.73 billion H-shares and 11.29 billion A-shares. Corporate partner Tom Chau led the transaction on the Hong Kong law aspects whilst the US team was led by corporate partner Kevin Roy.

Hogan Lovells is advising Citi Infrastructure Investors, a global infrastructure fund under the Citigroup brand, in respect of its US$1.5 billion acquisition, together with one of its major investors, of a majority stake in DP World’s Australian shipping terminal operator businesses. The deal was announced on 22 December 2010. As part of the transaction, DP World will also enter into a long term management services agreement to continue providing management services to the terminals. The completion of the transaction is subject to clearance from the relevant regulatory authorities. The firm’s team was led by corporate partner Ben Higson whilst Mallesons Stephen Jacques provided Australian law advice.

INDUSLAW has represented Bangalore-based integrated logistics service provider Siesta Logistics Corporation, a subsidiary of the Siesta Group, in respect of the sale of its minority stake for US$10 million to UK based fund Ashmore Alchemy. The capital infusion will be used to expand the company’s presence in both the domestic and international markets. Partner Srinivas Katta led the transactions.

Jones Day’s Hong Kong and Singapore offices have acted for Indonesia-based property developer PT Bumi Serpong Damai Tbk (BSD) in respect of its US$550 million rights offering which closed on 21 December 2010. The rights offering was used to finance BSD’s purchase of shares in PT Duta Pertiwi Tbk, PT Sinar Mas Wisesa and PT Sinar Mas Teladan. The transaction will diversify BSD’s business beyond the primarily residential developments in its integrated city, BSD City, outside Jakarta. The firm’s team was led by David Neuville and Joseph Bauerschmidt.

Khaitan & Co has advised Bay Capital Investments Ltd (Bay Capital), formerly known as Indus Hospitality Fund Ltd, in respect of the acquisition of an 18.8 per cent stake in Sterling Holiday Resorts (India) Limited by way of preferential allotment. The acquisition required Bay Capital to make a mandatory open offer under the SEBI Regulations 1997 and subsequent amendments thereto. Bay Capital thus made an open offer to acquire further 20.25 per cent stake from the public shareholders. Total transaction value was US$14.05 million. Partners Murali Neelakantan and Arindam Ghosh led the transaction.

Khaitan & Co has also advised Leighton Contractors India Pvt. Ltd (Leighton) in respect of its 26 per cent investment in Vizag General Cargo Berth Private Limited (Vizag), a company involved in mechanisation of coal handling facilities and other upgrades at the Visakhapatnam Port, undertaken on a PPP model. The initial value of the project is estimated at US$147 million. Partner Amitabh Sharma led the transaction.

Kim & Chang has represented Ulsan Harbor Bridge Co Ltd (Ulsan Harbor) and ten other construction companies, including Hyundai Construction and Engineering Co Ltd, in respect of the project financing for the Build-to-Lease project that involves construction of two roads to be composed of tunnels and bridges in Ulsan area. Ulsan Harbor, as the operator, entered into a contract with Kookmin Bank, as the financing bank, to finance KRW 300 billion (US$265.4m). Young Kyun Cho and Geon Ho Kim led the transaction.

Latham & Watkins has advised the underwriters, including BOCI, the sole global coordinator, joint bookrunner and joint lead manager, BofA Merrill Lynch, Credit Suisse, ICBC International and CCB International, the other joint bookrunners and joint lead managers, and RBS and Haitong International, the other joint lead managers, in respect of the H share rights issue of Bank of China Limited (BOC). BOC completed its A share rights issue of 17.7 billion A rights shares on 18 November 2010 and its H share rights issue of 7.6 billion H rights shares on 14 December 2010. Total gross proceeds raised from the issue were approximately US$8.91 billion. Partners Michael Liu and William Woo led the transaction. King & Wood, led by Yang Xiaolei and Zhou Ning, also acted as BOC’s legal advisor on both the A and H shares rights issue.

Lee & Ko has represented Pocheon Power Co Ltd. as the borrower and Daelim Industrial Co Ltd as the main sponsor in respect of the project financing of the Pocheon 1560 MW LNG-fired combined cycle power plant project located at Chudong-ri, Changsoo-myon, Pocheon-Si, Kyunggi-Do. The total project cost is approximately KRW1.44 trillion (US$1.2b). The financing documents were signed on 29 December 2010. The deal was led by Dong Eun Kim.

Llinks has advised TPK Holding Co Ltd (TPK Holding) and Airtac International Group (Airtac) as foreign issuers in respect of their primary listing on the TSE on 29 October and 13 December 2010. Cayman Island registered TPK Holding is indirectly holding and controlling four subsidiaries in Xiamen, China, with their touch components businesses. Airtac, also registered in Cayman Island and engaged in the automation industry, is indirectly holding and controlling three subsidiaries in Ningbo, Guangzhou and Shanghai, China. Maples and Calder provided Cayman Island law advice to Airtac whilst LCS & Partners acted as Taiwan counsel. Yuanta Securities Limited was the sole underwriter. Maples and Calder also advised Integrated Memory Logic Limited and TPK Holding Co, the first and second non-Taiwanese issuers listed on the TSE.

Mayer Brown JSM has acted for Chinese clothing retailer Trinity Limited in respect of its acquisition of Cerruti Holdings, owner of Cerruti brand (an international brand name for luxury menswear apparels founded in Italy in 1881) for a total consideration of approximately €52.58 million (US$69m). The acquisition was announced on 22 December 2010. The firm’s team was led by partners Patrick Wong and Derek Tsang.

Maples and Calder has acted as Cayman Islands and BVI counsel to MIE Holdings Corporation, an independent upstream oil company operating onshore in China, in respect of its HK$1.25 billion (US$145 m) IPO of 662 million shares on the HKSE on 14 December 2010. The advisory team was led by Hong Kong-based corporate partner Christine Chang whilst Latham and Watkins acted as Hong Kong and US counsel. Shearman & Sterling acted as Hong Kong and US counsel to the joint bookrunners and joint lead managers JP Morgan Securities (Asia Pacific) Limited, BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch whilst Zhong Lun Law Firm and Jingtian & Gongcheng advised on PRC law.

Maples and Calder has also acted as Cayman counsel to NASDAQ-listed Home Inns & Hotels Management Inc (Home Inns), an economy hotel chain in the PRC, in respect of its US$184 million convertible notes offering. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended and investors outside the United States in compliance with Regulation S under the Securities Act. The firm’s team was led by Greg Knowles whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Simpson Thacher & Bartlett represented Credit Suisse Securities (USA) LLC and JP Morgan Securities Ltd as the initial purchasers.

Morgan Lewis & Bockius LLP has acted as counsel to Lattice Power Corporation (Lattice Power) in respect of its recent US$55.5 million Series C financing. The investment was led by International Finance Corporation, a member of the World Bank Group. China-based Lattice Power has developed a silicon-based LED technology that enables low-cost and large-scale manufacturing, making it possible for LED light bulbs to be used in millions of households. The firm’s team was led by partner Tony Mou.

Norton Rose (Middle East) LLP has advised Royal Capital PJSC in respect of the launch of the Royal Capital Middle East and North Africa (MENA) Multi Market Strategy Fund. The fund is structured as an open ended Bahrain regulated Exempt Collective Investment Undertaking and is restricted to institutional and qualified high net-worth investors. At least 50 per cent of the fund’s assets will be invested in the core asset classes of MENA fixed income and equities. The fund will launch at the start of the 2011 calendar year. Royal Capital is a financial services company based in Abu Dhabi. The team was led by Abu Dhabi based partner Patrick Watson-Thorp.

O’Melveny & Myers LLP has represented China-based IT services provider iSoftStone Holdings Limited (iSoftStone) and the selling shareholders in respect of its US$162 million IPO of American Depositary Shares and listing on the NYSE. iSoftStone and the selling shareholders sold approximately 12.5 million ADSs at US$13 per ADS, the high end of the range, including about 1.6 million ADSs sold when the underwriters exercised their over-allotment option in full. UBS AG, JP Morgan Securities LLC, and Morgan Stanley & Co International plc acted as joint bookrunners for iSoftStone’s IPO. The firm’s team was led by Shanghai partners Kurt Berney and Portia Ku.

O’Melveny & Myers LLP has also acted as sole international counsel in the further public offering of Shipping Corporation of India Ltd, one of India’s largest shipping companies. The offering consisted of a fresh issue of 4.23 crores (US$937,916) equity shares and an equal number of shares offered by the President of India, acting through the Ministry of Shipping, Government of India, at Rs.140 per share (approximately US$260 million). Partner David Makarechian led the transaction.

Orrick, Herrington & Sutcliffe LLP has advised Chinese infant formula maker Biostime International Holdings Limited (Biostime) in respect of its HK$1.64 billion (US$212m) IPO on the HKSE with a Rule 144A/Regulation S placement to global investors. The offering, which took place on 17 December 2010, was underwritten by HSBC Holdings PLC. Partners Edwin Luk, Allen Shyu and Phoebus Chu led the transaction. King & Wood, led by Wang Lixin and Xiao Lan, advised HSBC as the underwriter to the transaction.

Paul, Hastings, Janofsky & Walker has advised the underwriters (consisting of CCB International Capital Limited, China International Capital Corporation Hong Kong Securities Limited, Morgan Stanley & Co International plc, CITIC Securities Corporate Finance (HK) Limited, Merrill Lynch Far East Limited, Credit Suisse (Hong Kong) Limited, BOCI Asia Limited, UBS AG, Hong Kong Branch and DBS Asia Capital Limited) in respect of the US$9.2 billion rights issue by China Construction Bank. The deal represents the largest ever rights issue by an Asian issuer. The firm’s team was led by partners Raymond Li, Chris Betts, Catherine Tsang, Sammy Li and Steve Winegar.

Robert Wang & Woo LLC has acted for two SGX-ST Catalist companies, Magnus Energy Group Ltd and Annica Holdings Ltd, in respect of their recent private placement exercises where an aggregate of S$6.825 million (US$5.3m) was raised by the two companies through placements of new shares. The funds raised are intended to fund acquisitions and for working capital. Raymond Tan led the transaction.

Robert Wang & Woo LLC is also acting for SGX-ST listed The Think Environmental Co Ltd in respect of its proposed acquisition of 70 per cent of Mornington Offshore Inc, which owns 100 per cent of Emas Mali SA, a gold exploration company in the Republic of Mali. The consideration for the proposed acquisition is US$35 million, which is to be satisfied partly by an issue of new shares and partly by cash. Raymond Tan also leads the transaction.

Stamford Law Corporation is advising Contel Corporation (Contel) in respect of its plans for a reverse takeover of Solar Silicon Resources Group (Solar), a unit of AuzMinerals Resource Group (AuzMinerals). In this deal, Contel will buy over all 95 million shares of Solar for a total of US$1.2 billion. The amount will be paid through the issue of 3.09 billion consolidated new Contel shares. AuzMinerals will own 79 per cent of Contel when the acquisition is completed. The deal represents the largest RTO deal in the SGX for at least five years and will result in the listing of a Singapore-incorporated mining and resources company on the SGX. Director Yap Lian Seng leads the team.

Wong & Partners has advised Toyo Tire & Rubber Co Ltd (TTR), one of the largest tyre manufacturers in Japan, in respect of its participation as a bidder in the auction sale of the entire issued share capital of Silverstone Berhad, a subsidiary of Lion Forest Industry Berhad of the Malaysian Lion Group of Companies. The transaction, which was completed on 10 December 2010, was valued at approximately RM462 million (US$150.4m). The firm’s team was led by Andre Gan.

Wong & Partners also advised Jerneh Asia Berhad (Jerneh Asia) and Paramount Corporation Berhad (Paramount) in respect of the sale of their equity interests in Jerneh Insurance Berhad (Jerneh Insurance) to ACE INA International Holdings Ltd (ACE INA). The transaction involved a MYR654 million (US$213.3m) disposal by Jerneh Asia and Paramount of their respective 80 per cent and 20 per cent equity interests in Jerneh Insurance to ACE INA. The valuation of Jerneh Insurance was at 2.24 times price-to-book ratio. The firm’s team was led by corporate partner Andre Gan.

WongPartnership LLP has acted as Singapore counsel for Nikko Asset Management Co Ltd (NAM), a subsidiary of Sumitomo Trust & Banking, in respect of its acquisition of DBS Asset Management Limited (DBSAM), the asset management arm of DBS Bank Ltd, to create one of the largest independent asset managers in Asia. DBS Bank Ltd will in turn acquire a 7.25 per cent interest in NAM. The acquisition is valued at approximately S$137 million (US$106m). Partners Ng Wai King, Chan Sing Yee, Jenny Tsin and Lam Chung Nian acted on the matter.

WongPartnership LLP has also acted for CapitaLand Limited in respect of the divestment of 163 strata-titled units, comprising 86 office units and 77 retail units, in The Adelphi, a 999-year leasehold mixed-use development located in Singapore’s Downtown district, for a total consideration of S$218.13 million (US$168.8m), to a partnership formed between Guthrie GTS Limited and Sun Venture (S) Investments Pte Ltd. Partner Carol Anne Tan acted on the matter.

Yulchon has advised Korea Development Bank in respect of the negotiation and execution of share purchase agreements for the acquisition of an approximately 82 per cent stake in RBS Uzbekistan NB CJSC, an Uzbek subsidiary of the Royal Bank of Scotland. The parties reached final agreement on the acquisition in early December and the transaction is expected to be completed during the second quarter of 2011, subject to regulatory approvals. The firm’s advisory team, acting closely with Uzbekistan’s Leges Advokat, included partners John KJ Kim, Tae Jin Cha and Tehyok Daniel Yi.

Yulchon has also advised seven major Korean automobile suppliers – Daewon Sanup, Donghee, Doowon Climate Control, NVH Korea, Sejong Industrial, Shin Young, and Sungwoo Hitech – in respect of the establishment of a RUB5.87 billion (US$200m), 24 hectare industrial park comprising seven factories in St. Petersburg, Russia. Partner John KJ Kim led the deal, components of which were individually led by partners Kyoung Yeon Kim and Hyoung Young Ryu, and associates David Linton and Hwa Joon Lee.