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Deals – 7 October 2010

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Allen & Gledhill LLP has advised Singapore Airlines Limited and the underwriters in respect of the company’s S$300 million (US$230m) offering in aggregate principal amount of 2.15 percent bonds due 2015. The offer was made to the public in Singapore by way of ATMs, in addition to institutional and other investors. DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited are the coordinating bookrunners of the offer and bookrunners and underwriters of the public offer. Together with Standard Chartered Bank, they are also the joint lead managers, bookrunners and underwriters of the placement. The firm’s advisory team included partners Margaret Chin, Cara Chan, Au Huey Ling and Magdalene Leong. A team from Linklaters LLP, led by partner Arun Balasubramanian, provided US law advice to Singapore Airlines.

Allen & Gledhill LLP has also advised a fund managed by Alpha Investment Partners Limited (AIP Fund) in respect of its acquisition of the entire shareholding of KAG 2 Holding SG Pte Ltd – which owns several units in the “Draycott Eight” condominium development – from a German core fund managed by Morgan Stanley. Partners Richard Young and Tan Yah Piang led the firm’s advisory team.

Allens Arthur Robinson has advised Commonwealth Bank of Australia and Macquarie Capital Advisers, as the joint lead managers, in respect of DBP Finance Co Pty Limited’s A$550 million (US$537m) domestic bond issue. The issue was comprised of A$400 million (US$391m) floating-rate notes and A$150 million (US$146m) fixed-rate notes due September 2015. The transaction represents the largest domestic unwrapped bond deal by a non-financial issuer in a number of years. Partner James Darcy led the transaction.

Allens Arthur Robinson has also advised leading international gold company Newcrest Mining Limited (Newcrest) in respect of its A$9.5 billion (US$9.3b) acquisition of Lihir Gold Limited (Lihir), which has mining operations in Papua New Guinea, West Africa and Australia. The deal makes Newcrest the world’s fourth largest gold company by market capitalisation, a top 10 listed company on ASX by market weighted capitalisation, and the largest company listed on the Port Moresby Stock Exchange. The deal was structured under a scheme of arrangement between Lihir and its members under Papua New Guinean law. Partner Jon Webster led the firm’s advisory team.

AZB & Partners is acting as domestic counsel to Muthoot Finance Limited (MFL) in respect of its IPO of 51.5 million equity shares, at a price determined by the book building process prescribed under applicable SEBI guidelines. The issue will constitute 13.85 percent of the fully diluted post issue paid-up share capital of MFL. ICICI Securities Limited and Kotak Mahindra Capital Company Limited are acting as bookrunning lead managers for the issue whilst HDFC Bank Limited is the co-bookrunning lead manager. The transaction was signed on 30 September 2010 and is yet to be completed. Partner Srinath Dasari is leading the firm’s advisory team.

AZB & Partners has advised CRISIL Limited (CRISIL), a subsidiary of Standard & Poor, in respect of the sale of more than 2.6 million equity shares representing a 7 percent stake held by CRISIL in the National Commodity & Derivatives Exchange Limited (NCDEX), to Shree Renuka Sugars Limited (Renuka). The sale, which was valued at approximately US$9 million, was pursuant to the compulsory divestment requirement imposed by the Government of India on CRISIL. With the acquisition, Renuka has increased its stake in NCDEX from 5 to 12 percent. Partner Darshika Kothari led the transaction, which closed on 24 September 2010.

Baker & McKenzie has advised Camco International Limited, a global developer of emission-reduction and clean-energy projects, in respect of the establishment of a joint venture with Khazanah Nasional Berhad, the investment-holding arm of the Government of Malaysia. The JV will be capitalised with up to US$46.05 million to invest in the emissions-to-energy market in South East Asia, together with carbon development and advisory services. Partners Paul Curnow and James Halliday led the firm’s advisory team. Allen & Overy advised Khazanah Nasional Berhad.

Baker & McKenzie has also advised Vietnam International Bank (VIB), one of the top three joint stock banks in Vietnam, in respect of its strategic shareholding partnership with Commonwealth Bank of Australia (CBA). Pursuant to the deal and following regulatory approvals, CBA has taken a 15 percent stake in VIB, becoming its exclusive foreign strategic shareholder in Vietnam. As per the agreement, CBA intends to increase its stake in VIB to 20 percent, the maximum investment amount allowed under current Vietnamese law. VIB will expand its board of management to include two representatives of CBA and will also appoint CBA executives to several leadership and line management positions. The firm’s advisory team was led by managing partner Fred Burke.

Clifford Chance has advised Japan’s Mitsui & Co Ltd in respect of a US$225 million joint venture with Singapore’s Hyflux Ltd to develop a water treatment and management business in mainland China. Under the terms of the agreement, the new JV company, Galaxy NewSpring Pte Ltd (Galaxy), will acquire 21 existing operations in China currently owned by Hyflux and its Singapore-listed subsidiary Hyflux Water Trust (HWT). Galaxy has already completed the acquisition of four of the existing operations directly from Hyflux, and has also made an offer to acquire all the publicly held units of HWT as part of the transaction, which is expected to complete before the end of the year. The transaction is the first proposed takeover of a listed business trust in Singapore since business trusts were first introduced in 2004. Partner Lee Taylor led the firm’s advisory team.

Dechert LLP has represented Key Principal Partners (KPP) in respect of the sale by KPP and its co-investors of ASIMCO Technologies Limited (ASIMCO) – China’s largest independent producer of diesel engine components – and its 11 wholly owned and joint venture companies in China, to Bain Capital. The firm’s advisory team included Adam M. Fox, Henry Wang, Michael Hirschfeld, and Joshua Rawson.

Fried, Frank, Harris, Shriver & Jacobson has represented UBS, Credit Suisse, BOCOM and Deutsche Bank, as joint bookrunners and joint lead managers, in respect of the global offering by Boshiwa International Holding Limited, a leading developer and retailer of children’s products in China, of ordinary shares for aggregate proceeds of approximately US$320 million and the related listing of such shares on the HKSE. The firm’s advisory team was led by Hong Kong corporate partners Victoria Lloyd and Joshua Wechsler.

Fried, Frank, Harris, Shriver & Jacobson has also represented Sound Global Ltd, a leading water and wastewater treatment solutions provider in China, in respect of its listing by way of introduction on the HKSE. Sound Global’s ordinary shares are also listed on the SGX. The firm’s team was led by corporate partners Victoria Lloyd, Joshua Wechsler and Sian Withey.

Herbert Smith has advised Goldman Sachs Asia (Asia) LLC, as placing agent, in respect of the HK$3.25 billion (US$418m) sale of 187 million shares of HKSE-listed China High Speed Transmission Equipment Group (China High Speed), one of the leading high-speed wind power gear transmission equipment manufacturers in China. The 187 million shares consisted of 130 million shares which were sold under a top-up placement, and 57 million shares which were sold by Fortune Apex, a company owned by members of the company’s management. Partners John Moore and Matt Emsley led the firm’s advisory team.

Hogan Lovells has advised HC Starck GmbH (HC Starck) in respect of its joint venture with the Japanese chemical company Chisso Corporation (Chisso) to produce and market Li Ion Battery cathode products. Under the JV agreement, which was signed on 9 September 2010, HC Starck and Chisso will establish a Japanese subsidiary called CS Energy Materials KK (CS Energy KK), in which they will hold a 49 percent and 51 percent stake respectively. CS Energy KK will establish a wholly-owned subsidiary in Germany to be called CS Energy Materials GmbH, which will conduct research and development activities in the field of Li Ion Battery cathode products, amongst others. The firm’s advisory team was led by Tokyo corporate partner Rika Beppu.

Hogan Lovells has also represented Shinning Crown Holdings Inc, the majority shareholder in GOME Electrical Appliances Holdings Limited (GOME) – one of the largest privately-owned electrical appliance retailers in Mainland China and Hong Kong – in respect of various issues relating to the special general meeting of GOME held on 28 September in Hong Kong.

HopgoodGanim has advised Volga Elderberry Pty Limited (Volga) in respect of the sale of the Lorena Gold Project in North West Queensland to ASX-listed Malachite Resources Limited (Malachite). The consideration paid by Malachite for the acquisition, by way of 350 million Malachite shares priced at six cents each, amounted to a total value of A$21 million (US$20.5m). As a result of the share issue, the sellers now have a 66 percent shareholding in Malachite. The sale will also allow Malachite to fast-track the commercial exploitation of the Lorena Gold Project. Partner Michael Hansel led the firm’s team advising on the sale.

Khaitan & Co has advised listed Indian company KEC International Limited (KEC) in respect of financing matters relating to its acquisition of SAE Towers Holdings LLC, a holding company which has subsidiaries in Brazil, Mexico and the US, from ACON Investments LLC. The US$110 million financing was arranged by ICICI Bank Limited Singapore Branch. Following closure of this acquisition, KEC will become the largest manufacturer of transmission towers in North America and South America. Partner Shishir Mehta advised clients in relation to this matter.

Khaitan & Co has also advised KEC International Limited In respect of the legal aspects of the acquisition of Jay Electrocom Industries, a railways signaling automation systems and technology company. Partner Haigreve Khaitan advised clients in relation to this transaction.

Kim & Chang has acted as lead counsel in respect of a refinancing transaction to a vessel named “Hanjin Ras Laffan” chartered by Hanjin Shipping Co Ltd. This refinancing transaction, valued at more than US$168 million, was necessitated by the lenders’ exercise of put options and has become one of the remarkable ship financing projects in Korea in 2010. Partner Hi-Sun Yoon led the firm’s advisory team.

Latham & Watkins and Vinson & Elkins are advising Repsol and China’s Sinopec International Petroleum Exploration and Production Corporation (Sinopec), respectively, in relation to their agreement to jointly develop the projects of Repsol Brasil SA, the upstream subsidiary of Repsol in Brazil. The transaction will create one of Latin America’s largest energy companies, valued at US$17.8 billion. Under the agreement, which was signed on 1 October 2010, Sinopec will invest US$7.1 billion through subscribing for new shares amounting to 40 percent of the share capital in Repsol Brasil, on a fully diluted basis. The parties expect to complete this transaction before the end of 2010, following which Repsol Brasil will become one of the largest privately owned companies in Latin America. The transaction will represent the second largest overseas acquisition ever by a Chinese company in the energy and natural resources sector, following Sinopec’s acquisition of Addax Petroleum in 2009. The cross-office V&E team is being co-led by partner David Blumental (Shanghai/Beijing), together with partners Boyd Carano (Palo Alto) and Steve Davis (Houston), and assisted by partner Jay Kolb (Shanghai). Partners José Luis Blanco and Ignacio Pallarés are leading the advisory team from Latham.

Lee & Ko has represented Korea Finance Corporation and the Export-Import Bank of Korea in respect of the KRW174 billion (US$156m) financing for STX’s acquisition of a 100 percent interest in gas fields in the Maxhamish area of British Columbia in Canada from Encana Corporation, Canada’s largest natural gas company. Woo Young Jung was the partner in charge of the project, while Tom Shin, Hun Ko and Sung Keun Park took part in the structuring and negotiation of the financing agreements.

Mallesons Stephen Jaques has acted for a syndicate of 17 banks in respect of TPG and Carlyle’s A$2.7 billion (US$2.6b) bid for Healthscope, which was recently approved in the Supreme Court of Victoria. The transaction represents Australia’s largest private equity deal since 2007. Shareholders earlier approved the bid for the Melbourne-based health care provider, with 99.5 percent of votes in favour of the deal. The firm’s team was led by Melbourne partner Jeff Clark.

Mallesons Stephen Jaques has also advised State Street Global Advisors in respect of the establishment of SPDR® ETFs, an umbrella unit trust established under Hong Kong law, and the HKSE listing of its sub-fund, SPDR® FTSE® Greater China ETF. The fund is authorised by the Hong Kong Securities and Futures Commission. The deal was led by partner Hayden Flinn.

Maples and Calder has acted as Cayman Islands counsel to PHBS Limited in respect of its issuance of US$1 billion 6.625 percent guaranteed perpetual capital securities, which are listed on the HKSE. The issue was guaranteed by Cheung Kong Infrastructure Holdings Limited, which is engaged in the development, investment, operation and management of global infrastructure businesses. JP Morgan is the sole bookrunner and structuring adviser. The firm’s team was led by partner Christine Chang.

Mayer Brown JSM has advised Phoenix Property Investors (PPI) in respect of its acquisition of a 90 percent ownership of Central Mansion, a building situated at a prime location in the Causeway Bay area of Hong Kong. The acquisition involved some 250 units of residential and commercial property. The acquisition cost has already surpassed HK$2.6 billion (US$335m), and it is possible the total investment may rise to around HK$3.8 billion (US$490m). PPI intends to redevelop the property into a high-class 31-storey office building. An application to the Lands Tribunal for a compulsory sale order will follow to unite all the ownerships. The firm’s team was led by Peter Ho and Wilfred Tong.

Milbank, Tweed, Hadley & McCloy LLP has advised the creditors in respect of the restructuring of PT Darma Henwa Tbk’s (Darma Henwa) US$205 million syndicated senior secured facility. The restructuring was particularly complex due to the multiple classes of debt and the various financial institutions that comprised the creditor group, ranging from onshore and offshore commercial banks to hedge funds. Darma Henwa completed a rights issuance, proceeds of which were partially used to satisfy its obligations under the facility and to fund additional amortizing payments under the restructured facility. Managing partner David Zemans led the deal, whilst Hadiputranto, Hadinoto & Partners acted as Indonesian counsel.

Mori Hamada & Matsumoto has advised United Arrows Ltd (UAL) in respect of its buy-back of more than 10.4 million of its shares valued at approximately US$123 million from Japan-based shoe retailer ABC-Mart. Earlier, UAL had announced a share buyback plan via a public tender from 31 August to 29 September 2010, setting the upper limit on the number of shares it would purchase at 10.7 million shares, for a maximum JPY10.7 billion (US$129m). Gaku Ishiwata led the transaction.

Mori Hamada & Matsumoto has also advised Japan-based online service provider Qpod in respect of the acquisition of a majority stake in the company by US-based shopping website operator Groupon Inc for an estimated consideration of US$10 million. The acquisition provides various opportunities for Groupon in the global e-commerce sector. It will also lead to the expansion of Groupon in the Asian markets, and the company expects its revenues to reach over US$500 million. Post acquisition, Qpod was renamed as Groupon Japan on October 1, and will be led by Keisuke Seto, the founder of Qpod. Takayuki Kihira led the transaction.

Norton Rose Group has advised Sumitomo Corporation and Sumitomo Corporation (China) Holding Limited in respect of the acquisition of three waste water treatment projects in China which have a total treatment capacity of 290,000m3/day, and which will operate in the Chinese provinces of Shangdong and Zhejiang. The instructions included the establishment of a joint venture with Beijing Capital Co Limited’s wholly-owned subsidiary Beijing Capital Hong Kong Ltd, for water infrastructure related business. Sumitomo Corporation and Beijing Capital plan to use the JV as a platform for investments in the water sector throughout China. Partners Chris Viner, Tom Luckock, and Jon Perry led the firm’s advisory team.

Orrick, Herrington & Sutcliffe LLP has advised Boshiwa International Holding Ltd (Boshiwa), a fast-growing Shanghai-based company that designs, makes and sells children’s products, in respect of a HK$2.49 billion (US$320m) IPO on the HKSE, with a Rule 144A/Regulation S placement to global investors. The offering, which took place on 29 September 2010, was jointly underwritten by UBS AG, Credit Suisse, BOCOM International and Deutsche Bank. A team led by partners Edwin Luk and Allen Shyu advised on the global offering.

Paul, Hastings, Janofsky & Walker LLP has advised Osaka-based Sekisui House Ltd (Sekisui House), Japan’s largest home builder and leading diversified real estate developer, in respect of its strategic entry into the US real estate market by entering into a joint venture with Newland Real Estate Group LLC (Newland), a national real estate development company based in San Diego in California. As part of the JV, Sekisui House and Newland have entered into agreements to develop residential land for 1,200 homes on 199 hectares of land that they have acquired in Houston, Texas. Partner Joshua Isenberg led the transaction.

Paul, Hastings, Janofsky & Walker LLP has also advised Korea East-West Power Co Ltd (EWP) in respect of its acquisition of Marubeni Sustainable Energy Inc, a leading US-integrated energy company based in San Diego in California which is focused on renewable energy production. The current portfolio of projects includes three biomass plants in California and New Hampshire and a gas plant in New York, totaling approximately 70 megawatts. The deal, which represents one of the first successful ventures into the US power industry by a South Korean company, will give EWP access to the US renewable energy market. Partner Joseph Kim led the transaction.

Shin & Kim has represented Hanwha Chemical Corporation in respect of its acquisition of up to 49.9 percent of Solarfun Power Holdings Co Ltd, a Cayman Islands company listed on NASDAQ. The transaction was signed on 3 August 2010 and is expected to be completed by the end of September 2010, subject to government approvals. The condition precedents to the completion of the transaction include, among others, obtainment of antitrust approvals. Sung Geun Kim, Myong Hyon (Brandon) Ryu and Joo Bong Jang of the firm’s M&A practice group led the advisory team.

Sidley Austin in Hong Kong has advised SouFun Holdings Ltd, a leading real estate Internet portal based in Beijing, in respect of its SEC-registered IPO (with ADSs) listed on the NYSE. The IPO was a part of the disposition by the majority shareholder, Telstra International, of its controlling stake in the company. Both the IPO as well as the private placement by Telstra of its remaining shares in the company to two institutional investors closed on the same day, 22 September 2010. The IPO, with the greenshoe (i.e., over allotment option) exercised, raised approximately US$143 million. Partners Timothy Li and Constance Choy acted on this transaction.

WongPartnership LLP has acted for a fund managed by Deka Immobilien (Deka) of Germany in the S$547 million (US$418m) acquisition of Chevron House, a 33-storey commercial development located in the central business district of Singapore. The transaction marks Deka’s first major property acquisition in Singapore. Partners Carol Anne Tan and Kenneth Leong acted on the matter.

WongPartnership LLP has also acted for AREIF Investment Holdings Pte Ltd and SEB Asian Property Fund SICAV-FIS in respect of the sale of all the equity interests in the capital of Hoover Realty SRL (Hoover) to Ascendas Cross Tower Pte Ltd. Hoover is an entity organised and existing under the laws of Barbados and owns Shanghai Huteng Real Estate Co Ltd, which owns the Grade A office building, Cross Tower, located at No. 318 Fuzhou Road, Huangpu District in Shanghai, PRC. Partners Gerry Gan and Alvin Chia acted on the matter.

Deals – 30 September 2010

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Allens Arthur Robinson has advised Equity Trustees Limited (ETL), a publicly-listed financial services provider, in respect of its agreement with Wesfarmers Group’s OAMPS Limited to acquire the OAMPS Super Fund. The acquisition will add about A$265 million (US$257m) in funds under management to ETL’s superannuation business, EquitySuper. The agreed purchase price was approximately A$10 million (US$9.7m), which included net assets, management rights and goodwill. Corporate partner Craig Henderson led the firm’s advisory team. Middletons acted for OAMPS Limited.

Allens Arthur Robinson has also advised the Victorian Department of Transport in respect of the procurement of 50 new low-floor trams, valued at approximately A$350 million (US$340m), for the state’s expanding public transport system. The procurement is part of an A$807 million (US$783m) investment by the Victorian Government, which will include a new tram maintenance and storage depot at Preston in Melbourne. The firm’s team was led by partner Paul Kenny.

AZB & Partners is advising Tata Consultancy Services (TCS) in respect of its acquisition of the entire share capital of SUPER VALU India Services Private Limited (Supervalu) from SUPER VALU Services USA and SUPER VALU India Inc. Supervalu provides IT, infrastructure and shared services as well as financial analysis, data management and production support to SUPER VALU Services USA and SUPER VALU Inc. Partner Vishnu Jerome is leading the transaction, which is scheduled to close on 8 October 2010.

Davis Polk & Wardwell LLP is advising Canon Investment Holdings (Canon) in respect of its proposed acquisition of a majority interest in Nasdaq-listed Altair Nanotechnologies Inc (Altair). Under the proposed agreement, Canon will purchase newly issued common shares, representing 51 percent of Altair’s common shares outstanding, immediately following closing on a fully diluted basis. The transaction is valued at approximately US$48.9 million and is expected to close by January 2011, subject to approval by Altair shareholders, satisfaction of certain closing conditions and receipt of regulatory approvals including approval from the US Committee on Foreign Investment. The firm’s corporate team included partners Mark J Lehmkuhler, Frank J Azzopardi, Kathleen L Ferrell and Barbara Nims, whilst Kaye Scholer is also advising Canon on certain regulatory matters. Parr Brown Gee & Loveless is advising Altair, as is King & Spalding in relation to certain regulatory matters.

The Hong Kong office of Eversheds has advised BOCI Asia Limited as the sole global coordinator, bookrunner, sponsor and lead manager in respect of the US$84.6 million IPO listing for skincare company Magic Holdings International Limited. The IPO consisted of an aggregate of 200 million offer shares, which were listed on the HKSE on 24 September 2010. Net proceeds of the IPO, which includes an international offering, will be utilised for brand promotion, business expansion and research and development in the region. Corporate partner Stephen Mok led the team.

Herbert Smith LLP has advised BG Group in respect of the sale of its indirectly-held 40 percent interest in the Santa Rita and San Lorenzo power stations in the Philippines to Korea Electric Power Corporation (KEPCO), for a net consideration of approximately US$400 million. The two combined cycle natural gas-fired power plants have a combined capacity of 1500MW. The net consideration under the agreement is subject to standard completion adjustments, including interest to be paid to BG Group upon closing. Closing of the transaction, which is expected in the first quarter of 2011, is subject to receiving necessary waivers and consents from non-recourse lenders as well as First Philippine Holdings Corporation, which indirectly holds a 60 percent interest in the power plants. If the deal is completed, it will be the first time a Korean company has acquired significant equity interests in overseas power plants in operation. The firm’s team was led by partner Lewis McDonald, whilst Alejandro Figueroa led the in house legal team. ACCRALAW and Sicangco & Sicangco advised on Philippines law and Walkers provided BVI law advice. KEPCO was advised by Baker & McKenzie.

J Sagar Associates has advised Indo Asian Fusegear Limited in respect of the sale of its switchgear business to a wholly owned subsidiary in India belonging to Legrand SA of France, for approximately US$110.6 million. The team was led by partners Jyoti Sagar and Rohitashwa Prasad.

Norton Rose Australia is advising China Development Bank and Raiffeisen Zentralbank Osterreich AG in respect of the US$155 million syndicated project financing for the development of the Mt Cattlin spodumene mine in Ravensthorpe in Western Australia, and the associated lithium carbonate production plant in Jiangsu in the PRC, which are being developed by ASX-listed Galaxy Resources Ltd. Partners Alen Pazin and Ian McCubbin led the transaction.

Norton Rose Group has advised Export-Import Bank of China and Bank of China in respect of a US$1.2 billion shipping loan to Vale, the world’s largest iron ore producer. The loan agreement was signed 9 September 2010. Vale intends to use the loan proceeds to finance the construction of 12 vessels which will be used to transport iron ore to China from Brazil. Deliveries are expected between the start of 2011 and the end of 2012. The vessels will be owned by Vale Shipping Singapore Pte Ltd and flagged in Singapore. The firm’s team was led by banking partner Nigel Ward, whilst King & Wood advised on PRC law. Machado Meyer Sendacz Opice acted as Brazilian counsel for the banks.

Paul, Hastings, Janofsky & Walker has advised Morgan Stanley Asia Limited (Morgan Stanley) as the sole bookrunner and sole global coordinator, and CCB International Capital Limited (CCB International) and Morgan Stanley, as joint sponsors and joint lead managers, in respect of the approximate US$103 million Hong Kong IPO and global offering of Changfeng Axle (China) Company Limited (Changfeng Axle), a leading Chinese auto parts manufacturer based in Fujian Province. The offering comprised a Hong Kong public offering and an international offering under Reg S/Rule 144A. The firm’s Hong Kong capital markets team included partner Sammy Li.

Paul, Hastings, Janofsky & Walker has also advised Franshion Properties (China) Limited, a subsidiary of Sinochem Corporation, in respect of its private placement of up to US$600 million perpetual subordinated convertible securities. Placing agents on the transaction were BOCI Asia Limited, Deutsche Bank AG Hong Kong Branch, JP Morgan Securities Ltd and Standard Chartered Bank. The firm’s team was led by partners Vivian Lam and Raymond Li.

Paul, Weiss, Rifkind, Wharton & Garrison has advised General Atlantic Mauritius Limited in respect of its purchase of a 19 percent stake in SouFun Holdings Limited (SouFun), the largest online real estate portal in China, from Telstra International Holdings Limited in a private placement which closed simultaneously with SouFun’s IPO of its Class A ordinary shares on the NYSE. The aggregate price for the purchase was over US$163 million. Certain entities controlled by private equity fund Apax Partners also invested an equal amount on the same terms, whilst certain entities controlled by the management of SouFun also purchased SouFun shares from Telstra in the private placement. The firm’s advisory team included corporate partners Jeanette Chan and John Kennedy.

Rajah & Tann LLP has acted for Fresenius Medical Care Beteiligungsgesellschaft MBH in respect of its acquisition from Bumrungrad International Holdings (Hong Kong) Limited of the Asia Renal Care group of companies, which provide kidney dialysis and related services in the Asia Pacific region. The transaction was approved by the Competition Commission of Singapore on July 2010, however formal clearance was not received until late September 2010. The firm’s advisory team included partners Chia Kim Huat, Kala Anandarajah and Danny Lim.

Slaughter and May’s Hong Kong office has advised China Power New Energy Development Company Limited (CPNE) in respect of its acquisition of China Power Dafeng Wind Power Company Limited (CP Dafeng) for RMB504 million (US$74m). Under a share purchase agreement entered into between CPNE, its subsidiary China Power (New Energy) Holdings Limited, and its substantial shareholder China Power International Holding Limited, CP Dafeng will become an indirect wholly-owned subsidiary of CPNE. The transaction, which was announced on 24 August 2010 and involves the issue of new securities as consideration to an extent that would normally give rise to an obligation to make a takeover offer, is subject to independent shareholders’ approval and to the grant of a whitewash waiver by the Securities and Futures Commission. The transaction is also subject to various PRC regulatory approvals. Partners Benita Yu and Jason Webber led the firm’s advisory team.

Slaughter and May is also advising the management team of HSBC Private Equity (Asia) Limited (HPEA) as to Hong Kong law in respect of an agreement to purchase an 80.1 percent interest in HPEA. HSBC will retain a 19.9 percent interest in HPEA, one of the largest and longest-established private equity firms in Asia with US$3.5 billion of assets under management. Completion of the transaction is expected to take place at the end of 2010. Partner Jason Webber led the firm’s advisory team.

The Singapore office of Watson, Farley & Williams LLP has acted as English counsel to OCBC Bank (Malaysia) Berhad, as mandated lead arranger and sole bookrunner, in connection with the US$239 million syndicated eight year loan facility for Armada Marine Contractors Caspian Pte Ltd. The loan facility is guaranteed by Bumi Armada Berhad, currently the largest Malaysian operator of offshore support vessels. The facility will be used to refinance existing indebtedness, finance working capital and to partly finance construction of a barge. The firm’s team was led by partner Christopher Lowe.

The Singapore office of Watson, Farley & Williams LLP has also advised Grand Capital International Limited and Bank SinoPac, as junior and senior lenders respectively, in relation to a multi-tranche US$22 million pre-delivery financing for Hope Bulkship SA, a Panamanian-incorporated JV partly owned by the UniAsia Finance Corporation, a leading asset finance and investment company based in Hong Kong with a particular focus on investments in the shipping and real estate sectors. The deal represents the Bank SinoPac Group’s first foray into cross-border ship financing transactions governed by English law. The firm’s team was again led by partner Christopher Lowe.

Weerawong, Chinnavat & Peangpanor Ltd has advised Bangkok Bank Plc, KASIKORNBANK Plc and Krung Thai Bank Plc as underwriters in respect of the offering by PTTEP Australia International Finance Pty Ltd (PAIF), a wholly owned subsidiary of PTT Exploration and Production Plc (PTTEP), in relation to the guaranteed US dollar denominated notes of PAIF guaranteed by PTTEP in the aggregate principal amount of US$200 million. The offering was subsequent to the international tranche of the US$500 million US dollar denominated bonds issued by PAIF and guaranteed by PTTEP. The offering is recognised as the first non-Baht bond offering in Thailand transacted under the Fx Bond Regulations enacted in June 2010. The deal, which was led by partner Peangpanor Boonklum, closed in early August 2010.

Weerawong, Chinnavat & Peangpanor Ltd has also acted as local counsel to Phatra Securities Plc, Finansa Securities Limited and Morgan Stanley as the underwriters in respect of the public offering of newly issued shares in Thai Airways International Plc (Thai Airways) worth approximately 15 billion Thai Baht (US$500m). The proceeds will strengthen Thai Airway’s financial status and support its business expansion projects, as well as assist with product and service improvement. Partner Peangpanor Boonklum also led the deal, which closed on September 24, 2010.

WongPartnership LLP has acted for Doughty Hanson & Co (DHC) as Singapore counsel in respect of DHC’s acquisition of Equity Trust (including Equity Trust (Singapore) Limited) for a total consideration of €350 million (US$477m), from Candover and other institutional shareholders. The existing senior management team will invest alongside DHC. Partner Chan Sing Yee acted on the matter.

WongPartnership LLP has also acted for Rainbow Mining Pte Ltd, a Singapore-based mining company, in respect of the disposal of a 60 percent interest in Rainbow Minerals Pte Ltd to Guangxi Dameng Manganese Industry Co Ltd, China’s largest manganese company, for a consideration of US$45 million. Partners Joseph He and Miao Miao acted on the matter.

Deals – 24 September 2010

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Allen & Gledhill LLP is advising Auric Pacific Group Limited (APGL) and Auric Pacific Real Estate Fund (Auric Fund) in respect of APGL’s establishment of Auric Fund, a closed-end private real estate fund. Auric Fund is an opportunistic private equity fund targeted at sophisticated and/or institutional investors which will invest in real estate and real estate-related assets globally, with a fund size of up to S$100 million (US$75m). The fund size can be expanded to more than S$100 million (US$75m), subject to the approval of investors. Partners Jerry Koh and Long Pee Hua are leading the transaction.

Allen & Gledhill LLP is also acting as Singapore counsel and listing agent to Country Garden Holdings Company Limited in respect of its issuance of US$400 million 10.5 percent senior notes due 2015. The notes were listed on the SGX-ST. Partner Tan Tze Gay is leading the transaction.

Allens Arthur Robinson has acted for GIC Real Estate (GIC), the real estate arm of the Government of Singapore Investment Corporation, in respect of the purchase of a portfolio of industrial properties from the Salta Property Group. The transaction represents GIC’s first direct investment in Australian industrial property and is one of the most significant industrial transactions in Australia this year. Partner Nicholas Cowie led the firm’s advisory team. Logie-Smith Lanyon advised Salta Property Group.

AZB & Partners is representing Nurture Health Services Private Limited in respect of its proposal to initially acquire approximately 90 percent of the shareholding of iCare Health Projects & Research Private Limited (iCare). iCare is proposing to develop and run an integrated health care campus, including residential and commercial space, a hospital and a medical college in Greater Noida. The transaction, valued at approximately US$22 million, was signed on 8 September 2010 and is yet to be completed. Partner Anil Kasturi is leading the firm’s advisory team.

AZB & Partners has also represented Dubai Financial Group LLC in respect of the sale of approximately 4 percent of its equity share capital in Bombay Stock Exchange Limited to Soros group, through SEBI-registered Quantum (M) Limited. The deal was completed on 18 August 2010. Partner Sai Krishna Bharathan led the transaction.

Clayton Utz has acted for RBS Funds Management (RFM) and RBS Group Australia (RBS) in respect of the divestment of the RBS Social Infrastructure (Australia) Trust (RBS Trust) to AMP Capital Investors Limited (AMPCI). The divestment included, amongst other things, the retirement of RFM as the responsible entity of RBS Trust and the appointment of AMPCI; and the transfer of RBS’s asset management rights and obligations in RBS Trust to AMPCI. RBS Trust, which has been renamed the AMP Capital Community Infrastructure Fund, consists of four PPP assets, namely the Southbank Institute in Queensland, Schools II in New South Wales, Emergency Alerting System in Victoria and the Darwin Convention Centre in the Northern Territory. Corporate and infrastructure partner Nikki Robinson led the firm’s advisory team.

Davis Polk & Wardwell LLP is advising Noble Group, a market leader in managing the global supply chain of agricultural, energy, metals and mining resources, in respect of its acquisition of Sempra Energy Solutions (SES) from Sempra Energy and The Royal Bank of Scotland, for approximately US$317 million in cash plus the assumption of approximately US$265 million in debt. The San Diego-based SES is the North American retail power, energy and electricity marketing arm of RBS Sempra Commodities. The transaction is expected to close during the fourth quarter of 2010. The firm’s advisory team is being led by partners Julia K Cowles and Rachel D Kleinberg.

Davis Polk & Wardwell LLP has also advised the underwriters – consisting of Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc, Credit Suisse Securities (USA) LLC and The Korea Development Bank – in respect of an SEC-registered Schedule B debut offering by Korea Finance Corporation (KFC) of US$750 million in aggregate principal amount of its 3.25 percent notes due 2016. KFC is a policy finance institution established by the Korean government to promote the country’s economic welfare. Partners Eugene C Gregor and John D Paton led the firm’s advisory team whilst Shin & Kim provided Korean law advice. Korea Finance Corporation was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law and Kim & Chang as to Korean law.

Fried, Frank, Harris, Shriver & Jacobson has represented SGX-listed Sound Global Limited, a leading water and wastewater treatment solutions provider in China, in respect of the placement of RMB885 million (US$113m) aggregate principal amount of US dollar-settled 6 percent convertible bonds due 2015. The bonds will be listed on the SGX. Morgan Stanley Asia (Singapore) Pte acted as manager for the transaction. The firm’s advisory team was led by corporate partners Victoria Lloyd, Joshua Wechsler and Sian Withey.

HopgoodGanim has acted for Stanwell Corporation in respect of its sale of tenement MDL162 and related assets to MCG Coal Holdings (MCGH), a wholly-owned subsidiary of MCG Resources Pty Ltd and Fortrus Resources Pty Ltd (MCG companies). Macarthur Coal Limited, the world’s largest producer of seaborne low volatile pulverised injection coal (LVPCI) used for steel making, entered into an agreement with the MCG companies to provide the A$360 million (US$343.5m) financing to MCGH for the purchase. Resources and energy partner Martin Klapper led the firm’s advisory team.

IndusLaw has represented Micromax, India’s largest domestic handset maker, in respect of its US$43 million private equity transaction with investments from Sequoia Capital (Sequoia), Sandstone Capital (Sandstone) and Madison Capital (Madison). Sequoia and Sandstone acquired a minority stake representing less than 10 percent in Micromax for approximately INR2 billion (US$44m). The acquisition was made ahead of Micromax’s possible listing on the bourses. Partner Gaurav Dani led the firm’s advisory team.

The Singapore and Hong Kong offices of Jones Day have acted for the Temasek Holdings (Private) Limited subsidiary Maju Investments (Mauritius) Pte Ltd in respect of its US$1.5 billion investments in two separate private placements by Chesapeake Energy Corporation (Chesapeake). Both investments were in the 5.75 percent cumulative non-voting convertible preferred stock of Chesapeake, one of the largest natural gas producers in the US. Other investors included China Investment Corporation, Korea Investment Corporation, an affiliate of Hopu Investment Management and Li Ka Shing (Canada) Foundation. The firm’s team was led by energy partner Michael Arruda.

Latham & Watkins has advised Goldman Sachs & Co (GSC), as the underwriter, and Goldman Sachs International (GSI), as the option counterparty, in connection with JJ Media Investment Holding Limited’s (JJ Media) sale of 8.1 million American depositary shares (ADSs) at a price of US$18.90 per ADS, pursuant to a previously announced SEC-registered public offering. Under the transaction, JJ Media also agreed to sell in the future an additional 2 million ADSs, in reliance on Rule 144 of the Securities Act. At the same time, JJ Media retained certain amount of upside in the 10.1 million ADSs that it sold through the purchase of capped call options from GSI, an affiliate GSC. GSI has hedged its exposure under the capped call options through purchase of 2.8 million ADSs in the public offering and through an over-the-counter derivative transaction with JJ Media. The firm’s cross-border team was led by financial products partners Rafal Gawlowski and Witold Balaban in New York and capital markets partners David Zhang and Eugene Lee in Hong Kong.

Mallesons Stephen Jaques has acted for Alinta Energy Group (Alinta) in respect of its commercial understanding with its syndicate lenders to deleverage the business. Alinta owns power stations in Australia and New Zealand, as well as an energy and gas retailer in Western Australia. Under the deal, Alinta will sell its main operating businesses to a company owned by its syndicate lenders, in return for a payment to its securityholders and a full discharge of its syndicate debt. The transaction is still subject to credit approvals, court and securityholder approval. The firm’s team was led by partners Scott Gardiner and Tim Bednall.

Norton Rose LLP has advised ICICI Bank (ICICI) in respect of the refinancing of Mahindra Forgings Europe AG, a subsidiary of the Indian automotive and traction engine manufacturers Mahindra & Mahindra Limited and one of the five largest forging companies in the world. ICICI has granted a credit facility consisting of two tranches, one of which was applied towards repaying existing facilities to leading German commercial banks while the other was used to acquire all shares in Schöneweiss & CO GmbH, a developer and manufacturer of ready-for-installation modules and components for the automotive sector. Nicole Guski led the firm’s advisory team. Mahindra Forgings Europe AG was advised by a team from Stuttgart-based Menold Bezler which included Roman Becker, Steffen Follner and Erich Schmid.

Rajah & Tann LLP has advised Affluent Healthcare Holdings Pte Ltd (AHH) in respect of its subscription agreement with Pacific Healthcare Holdings Ltd (PHH) under which AHH subscribed for more than 54 million new shares in PHH, representing approximately 13.28 percent of PHH’s enlarged share capital. The aggregate subscription consideration was valued at approximately S$6 million (US$4.5m). The agreement was executed on 8 September 2010 and completion is expected before 8 October 2010. Partner Danny Lim led the firm’s advisory team. Shook Lin & Bok LLP advised Pacific Healthcare Holdings Ltd.

White & Case LLP has advised the arrangers and original lenders – composed of Standard Chartered Bank (Hong Kong) Limited, Hang Seng Bank Limited, Bank of China Limited, Macau Branch and Tai Fung Bank Limited – and Standard Chartered Bank (Hong Kong) Limited, as the facility agent and security agent, in respect of a term loan, valued at approximately HK$1.592 billion (US$205m), to Agile Property Holdings Limited. The loan facility agreement was signed on 8 September 2010. The firm’s advisory team was led by local partner Baldwin Cheng.

Deals – 16 September 2010

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Allen & Gledhill LLP has advised Neptune Orient Lines Limited (NOL) in respect of its issue of S$280 million (US$209m) 4.65 percent notes due 2020 under its US$1.5 billion Euro medium term note programme. The sole lead manager and bookrunner for the notes was DBS Bank Ltd. Partners Tan Tze Gay and Glenn Foo acted on the matter.

Allen & Gledhill LLP has also advised DBS Bank Ltd in respect of its issue of US$1 billion 2.375 percent notes due 2015 under its US$10 billion debt issuance programme. The joint lead managers for the notes are Barclays Bank PLC Singapore Branch, DBS Bank Ltd and Merrill Lynch (Singapore) Pte Ltd. Partner Glenn Foo led the transaction.

Allens Arthur Robinson has acted for joint lead managers Macquarie Capital Advisers Limited and UBS AG Australia Branch in respect of Mirabela Nickel Limited’s (Mirabela) recently announced US$165 million capital raising. The deal was a global offer involving both conditional and unconditional tranches, and included an offer of shares listed on both the Australian Securities Exchange and the Toronto Stock Exchange. The funds raised will be used to prepay Mirabela’s senior debt facility and expand the company’s world-class Santa Rita nickel sulphide mine in Brazil. Robert Pick, co-head of the firm’s equity capital markets team, led the advisory team, whilst Sidley Austin and Cassels Brock & Blackwell LLP acted as US and Canadian counsel respectively. Hardy Bowen was Australian counsel to Mirabela Nickel Limited, with Paul, Weiss, Rifkind, Wharton & Garrison LLP and Lawson Lundell LLP respectively providing the company with US and Canadian advice.

AZB & Partners has advised the Michael & Susan Dell Foundation (the Foundation) in respect of the issuance to the Foundation of equity shares of Svasti Microfinance Private Limited (Svasti), representing approximately 22 percent of the share capital of Svasti on a fully diluted basis. The deal, which was valued at approximately US$500,000, was led by partner Allwyn Noronha.

AZB & Partners has also advised Reliance Industries Investment & Holding Private Limited in respect of its acquisition, through its wholly owned subsidiary Reliance Industries Investment and Holding Private Limited, of shares in EIH Limited. Purchased from the promoters of EIH Limited – Oberoi Hotels Private Limited, Aravali Polymers LLP and Mr. Prithvi Raj Singh Oberoi –the shares were valued at approximately US$218 million and represented 14.12 percent of EIH Limited. Partner Shuva Mandal led the transaction.

Davis Polk & Wardwell LLP has advised the underwriters – comprised of Barclays Bank PLC, Citigroup Global Markets Inc, Credit Agricole Securities (USA) Inc, Deutsche Bank AG Singapore Branch, JP Morgan Securities LLC, KDB Asia Limited and Daiwa Capital Markets Europe Limited – in respect of a Schedule B debt offering by The Korea Development Bank of US$900 million in aggregate principal amount of its 3.25 percent notes due 2016. Partners Eugene C Gregor and John D Paton led the firm’s advisory team. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law and Lee & Ko as to Korean law.

Davis Polk & Wardwell LLP has also advised Renhe Commercial Holdings Company Limited (Renhe), a PRC-based underground shopping center operator and developer, in respect of its US$300 million Rule 144A/Reg S offering of its 13 percent senior notes due 2016. BOCI Asia Limited, Merrill Lynch International and UBS AG acted as initial purchasers for the offering, which marked Renhe’s second Rule 144A/Reg S offering of senior notes this year. Partners William F Barron, Show-Mao Chen, and John D Paton led the firm’s advisory team, whilst Renhe was also advised by Jingtian & Gongcheng as to PRC law, Conyers Dill & Pearman as to Cayman Islands and BVI law, and Norton Rose as to Hong Kong law. Meanwhile, the initial purchasers were advised as to US law by a team from Latham & Watkins, led by David Zhang, Eugene Lee, Louis Rabinowitz, Zheng Wang and Ivy Peng, and by Kaiwen Law Firm as to PRC law.

Drew & Napier is advising Link Crest Limited (Link) in respect of its mandatory conditional offer for all the shares of Singapore-listed Chinese soybean product maker Pine Agritech which Link and its concert parties do not already own, which amount to approximately 60 percent. The move is designed to facilitate the delisting and privatisation of Pine Agritech. Director Marcus Chow and Mei Hui Tan are handling the transaction, which is valued at S$340 million (US$254m).

Freshfields Bruckhaus Deringer has advised Vodafone in respect of an agreement to sell its entire 3.2 percent interest in China Mobile Limited. The companies have also agreed to continue commercial and technology cooperation. Vodafone expects the cash consideration to be approximately £4.3 billion (US$6.7b), before tax and transaction costs. The firm’s multi-jurisdictional team was led by partner Ben Spiers, who is also co-head of the firm’s TMT sector group, Will Lawes, and corporate partners Teresa Ko and Ken Martin.

Hogan Lovells has been formally appointed as legal adviser to state-owned mining company Erdenes MGL LLC (Erdenes), the sole owner of the mining operations for the Tavan Tolgoi project in Mongolia. Often called the world’s biggest untapped coking coal deposit, Tavan Tolgoi holds a coal reserve of 6.5 billion tonnes. The firm will assist Erdenes to establish draft mining agreements which can be utilised for the development of the Tavan Tolgoi coal deposit area and other future coal mine developments in Mongolia. The firm’s team will be led by Ulaanbaatar-based partner Michael Aldrich, with an international partner team comprising of John Copper in London, Joseph Bell in Washington DC, James Harris in Singapore and Jamie Barr in Hong Kong.

Khaitan & Co has advised Betul Oil Limited in respect of its IPO of equity shares, which was lead managed by Anand Rathi Advisors Limited. The issue raised approximately US$23.55 million. Partner Vibhava Sawant led the transaction.

Khaitan & Co has also advised Integrated Coal Mining Limited (ICML), an RPG group company, in respect of the acquisition of a stake in, and right to purchase coal from, Resource Generation Limited (RGL), a public company listed on the Australian and Johannesburg Stock Exchanges. RGL is a new “energy resources company” specialising in the development of major energy related resources. ICML, which is engaged in mining activities in the state of West Bengal, will purchase coal from RGL’s Boikarabelo mines in South Africa for 20 years and will acquire a 10 percent stake in RGL for a total subscription price of A$10.5 million (US$9.85m). Partner Haigreve Khaitan and associate partner Rajat Mukherjee led the transaction.

Kim & Chang has advised Korean-listed company Hyosung Corporation in respect of its acquisition of 28 percent of the shares in Hyosung Ebara Co Ltd held by Japanese industrial pump manufacturer Ebara Corporation. Consideration for the transaction was approximately KRW 25.5 billion (US$22m). Joon B Kim, Jae-Hoon Cheong and Soo-Kyung Lee led the firm’s advisory team.

Kim & Chang has also advised Pinx CO LTD (Japan) (Pinx Japan) in respect of the sale of Pinx Co Ltd (Pinx Korea) to SK Networks Co Ltd. Pinx Korea operates a multi-service resort in Jeju Island which is comprised of the Pinx Golf Club, the Podo Hotel and the Biotopia Complex. The total value of the transaction, which comprised approximately KRW3 billion (US$2.6m) for existing shares and KRW70 billion (US$60.4m) for new shares, amounted to an aggregate of KRW73 billion (US$63m). Partner Jin Yeong Chung led the transaction.

Lee & Ko has advised a global consortium of four private equity funds – including STIC Korea Integrated-Technologies New Growth Engine Private Equity Fund and SSF Capital Sdn Bhd (advised by or related with STIC Investment Inc, a Korean private equity firm) – in respect of its acquisition of a 30 percent plus equity stake in KRX KOSDAQ-listed MDS Technology Co Ltd. Instead of acquiring equity ownership as financial investors, the consortium is acquiring from the company’s major shareholders a controlling stake as strategic investors in a listed company. Partners Dong Eun Kim and Je Won Lee led the firm’s transaction team.

Lee & Ko has also acted as Korean counsel to NASDAQ-listed Sterling Financial Corporation, a bank holding company organised under the laws of the State of Washington, in respect of its recapitalisation plan to raise about US$730 million in order to bolster its capital footing. The recapitalisation took the form of privately placing convertible participating voting preferred stock and common stock with institutional investors in Korea, the US and elsewhere in the world. Partners WonKyu Han and Je Won Lee led the firm’s advisory team.

Mallesons Stephen Jaques is advising Canadian gold miner Goldcorp Inc in respect of its A$3.6 billion (US$3.4b) acquisition of all outstanding shares in Andean Resources, a Perth- based dual listed public company focused on finding precious metal resources whose principal asset is the 100 percent owned Cerro Negro gold project in Argentina. The firm’s advisory team was led by partners David Perks, Nigel Hunt, Stephen Minns and Richard Snowden.

Mallesons Stephen Jaques has also acted for World Sport Group (WSG) in respect of what is believed to be the world’s first and largest sport infrastructure PPP project, and Singapore’s largest and flagship PPP project, to date. Under the Singapore Sports Hub PPP, a new national stadium and sporting and leisure facilities will be developed in Singapore. WSG, Asia’s leading sports marketing, media and event management company, will provide sports consultancy and sports event procurement services for the Singapore Sports Hub, as well as manage all commercial rights relating to the Singapore Sports Hub for the next 25 years. The firm’s advisory team was led by Sydney partners Scott Bouvier and Mark Upfold.

Mori Hamada & Matsumoto has advised leading US private equity firm GTCR in respect of the acquisition of the breast care business of Ethicon-Endo Surgery (EES) by Devicor Medical Products, Inc (Devicor), a GTCR portfolio company. The EES breast care product portfolio is sold in 50 countries around the world and includes the MAMMOTOME breast biopsy system and tissue markers (MammoMARK, MicroMARK, and CoreMARK) used for breast disease diagnostic sampling and management. Devicor is a management partnership formed between GTCR and Tom Daulton, a former senior executive at Cardinal Health. Daulton will serve as chief executive officer of Devicor and Mammotome. Atsushi Oishi and Toshifumi Ueda led the firm’s advisory team.

Nishith Desai Associates has advised leading telecom products and services provider Qualcomm Incorporated in respect of its successful bid in the Broadband Wireless Access auction conducted by the Government of India’s Department of Telecommunications. The transaction represents the first time that the Indian government has conducted an auction of spectrum and has allowed foreign players to directly participate in such auction.

Norton Rose Group is advising London Stock Exchange-listed Kazakhstan mining group ShalkiyaZinc NV (ShalkiyaZinc) in respect of a US$50 million rescue share issuance to SAT & Company (SAT), a Kazakhstan industrial holding group active in the metallurgy and petrochemical industries. ShalkiyaZinc holds mining rights to the fifth largest zinc deposit in the world. SAT will invest US$50 million in ShalkiyaZinc in return for an equity interest equal to 81.39 percent of the enlarged issued share capital of ShalkiyaZinc. Completion of the transaction will trigger a mandatory tender offer to ShalkiyaZinc’s GDR holders. The transaction is supervised by the UK Takeover Panel and the Dutch Authority for the Financial Markets, who have agreed to share jurisdiction in this matter. The firm’s advisory team is being led by corporate finance partner Andrei Yakovlev. Dutch law advice is led by Amsterdam corporate finance partner Marcel van de Vorst.

The Singapore office of Watson, Farley & Williams LLP has advised Sevan Marine ASA (Sevan) in respect of its acquisition of its minority partner in the Sevan Hummingbird FPSO (the vessel) and in the refinancing of a US$200 million bond issue. After securing funds through the bond issue, Oslo-listed Sevan has paid British energy group Centrica US$39 million for the 20 percent equity it holds in the vessel. As part of the deal, Centrica will retain the right to 20 percent of any profits from any future sale of the vessel in the next five years. Sevan will use the balance of the cash raised through the bond issue to pay off debt for construction of the vessel in China and for general corporate purposes. The firm’s advisory team was led by partner Ken Cheung.

Watson, Farley & Williams LLP has also advised the informal steering committee – comprising of BNP Paribas, Commerzbank AG and HSH Nordbank AG – in respect of the debt restructuring of certain syndicate facilities extended by certain banks and financial institutions to SGX-listed Rickmers Maritime, a Singapore-registered business trust, and/or its subsidiaries. Completion of the restructuring is anticipated to take place later this year and is subject to the approval of unit holders. The firm’s advisory team was led by partner Madeline Leong.

Weerawong, Chinnavat & Peangpanor Ltd has represented Berli Jucker Public Company Limited and Owens-Illinois (Australia) Pty Ltd in respect of the acquisition of all shares in Malaya Glass Products Sdn Bhd (MGP) from Fraser & Neave Holdings Ghd. The total purchase price of the shares is US$221.7 million. MGP is located in Johor Bahru in Malaysia, and has subsidiaries in Thailand, China and Vietnam. It has been a leading manufacturer of high quality glass containers for over 45 years in Southeast Asia. Partners Weerawong Chittmittrapap, Chinnavat Chinsangaram and Troy Schooneman led the transaction.

Weerawong, Chinnavat & Peangpanor Ltd has also acted for CIMB Thai Bank Public Company Limited, formerly BankThai Public Company Limited (BankThai), in respect of the sale of all the shares in BT Asset Management Co Ltd to CIMB-Principal Asset Management Berhad. The transaction follows CIMB’s acquisition of BankThai. Partner Chatri Trakulmanenate led the transaction.

WongPartnership LLP has acted for ETLA Limited (ETLA), a wholly-owned subsidiary of Singapore-listed Frencken Group Limited (a global high-tech capital and consumer equipment service provider), in respect of the divestment of the properties at 1 and 2 Changi North Street 2 Singapore to Cambridge Industrial Trust (CIT) for S$22.11 million (US$16.5m), as well as in the leaseback of the properties between ETLA and CIT. Partners Carol Anne Tan and Karen Wee acted on the matter.

Deals – 9 September 2010

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Allen & Gledhill LLP has advised Temasek Financial (I) Limited (TFL) and Temasek Holdings (Private) Limited (THL) in respect of the completion of the offerings of £200 million (US$310m) 4.625 percent guaranteed notes due 2022, £500 million (US$775m) 5.125 percent guaranteed notes due 2040, and S$1 billion (US$745m) 4.20 percent guaranteed notes due 2050, under TFL’s US$10 billion guaranteed global medium term note program. The note offerings, unconditionally and irrevocably guaranteed by THL, mark the first and second issuances of British pound-denominated guaranteed notes and the sixth issuance of Singapore dollar-denominated guaranteed notes by TFL under the program. Partners Yeo Wico, Andrew Chan, Sunit Chhabra and Glenn Foo led the team which advised on the transaction.

Allen & Gledhill LLP has also advised The Hongkong and Shanghai Banking Corporation Limited and JP Morgan (SEA) Limited as the joint lead managers in respect of Olam International Limited’s issue of US$250 million 7.5 percent bonds due 2020, which are listed on the SGX. Partner Au Huey Ling led the firm’s advisory team.

Allen & Overy has advised UBS AG as the sole lead manager in respect of the issuance of US$500 million 6.5 percent guaranteed notes due 2017 by Alliance Global Group Cayman Islands Inc. The issue was guaranteed by Alliance Global Group Inc, one of the Philippines’ largest conglomerates which has interests in the Philippine real estate development, food and beverage, quick service restaurant and integrated tourism industries. Hong Kong-based US law partner James Grandolfo led the transaction.

Allen & Overy has also advised South Africa’s largest private health insurer, Discovery Holdings Limited (Discovery), in respect of its proposed acquisition of a 20 percent stake in Ping An Health Insurance Company of China Limited (Ping An Health), the health insurance subsidiary of China’s second-largest insurer, Ping An (Group) Company of China Limited (Ping An Group). The investment, which is subject to approval by the China Insurance Regulatory Commission, will be one of the first by a foreign insurer in a Chinese health insurance company. If approved, Discovery will inject its health insurance intellectual property into Ping An Health, along with a cash investment of approximately RMB190 million (US$28m). The new venture will in turn benefit from access to Ping An Group’s established brand and nationwide distribution network. Corporate partners Richard Kim and Mark Roppel led the firm’s advisory team.

Allens Arthur Robinson has advised the senior banks and mezzanine lenders in respect of the A$3.2 billion (US$2.9b) combined refinancing of stage one, and financing of stage two, of the third coal export terminal at the Port of Newcastle. Three major Australian banks and 13 international banks were involved in the refinancing, which included a US$1.9 billion seven-year debt facilities package, a A$470 million (US$431m) 12-year junior debt note series and a A$420 million (US$385m) preference equity tranche. Partners Phillip Cornwell and Rob Watt led the firm’s advisory team.

AZB & Partners has advised New York-based private equity firm New Mountain Capital (NMC) in respect of its acquisition of high-purity chemical manufacturer Mallinckrodt Baker (MBI) from NYSE-listed Covidien plc for US$280 million. Covidien’s MBI business included its Indian subsidiary, JT Baker Chemicals Private Ltd, which was acquired by an NMC affiliate as part of the transaction. Partner Darshika Kothari led the transaction, which closed on 27 August 2010.

AZB & Partners has also advised EID–Parry (India) Limited in respect of its acquisition of up to 65 percent of the capital of GMR Industries Limited (GMR), both by way of a negotiated sale with GMR Holding Private Limited (the selling promoter of GMR) and consequent to an open offer to GMR’s public shareholders. The transaction, closed on 27 August 2010, was valued at approximately US$124 million. Partner Srinath Dasari led the firm’s advisory team.

Clifford Chance has advised Citi as placement agent in respect of a US$200 million international issue of secured convertible bonds and approximate US$150 million placement of shares by HKSE-listed Chaoda Modern Agriculture (Holdings) Limited (Chaoda), a leading modern agricultural enterprise in the PRC. The convertible bonds had upstream guarantees from, and a security package comprising share charges over, certain offshore subsidiaries of Chaoda. Connie Heng and Amy Lo led the firm’s team advising on the transaction, whilst a separate team, led by Singapore partner Joan Janssen, advised Citi as trustee and security trustee in relation to the offering of bonds.

Dechert LLP is advising Crown Holdings Inc (Crown) in respect of its agreement to acquire from affiliates of Swire Pacific Limited their 44.57 percent interest in the holding company for Crown’s four joint venture facilities in China, and their 49 percent interest in the holding company for Crown’s joint venture facility in Hanoi, Vietnam. The aggregate purchase price is valued at approximately US$150 million. Consolidated 2009 net sales for the above operations were valued at approximately $250 million. Upon consummation of the acquisition, the holding companies will be wholly-owned subsidiaries of Crown. The transaction is expected to close during the third quarter, subject to certain closing conditions. Partners William Lawlor, Ian Hartman and Basil Hwang are leading the firm’s advisory team.

Freshfields Bruckhaus Deringer has advised one of China’s leading sedan makers, Guangzhou Automobile Group Co Ltd (GAC), in respect of its listing by introduction on the HKSE. The listing was effected simultaneously with the privatisation of Denway Motors Limited (Denway) by way of a scheme of arrangement, as approved by the Hong Kong courts. The firm advised GAC on the privatization of Denway and also advised JP Morgan, Morgan Stanley and CICC as the joint sponsors to the listing of GAC on the HKSE. The deal represents the first ever listing by way of introduction on the HKSE which was effected through privatisation of an existing listed company. Hong Kong managing partner Kay Ian Ng led the advisory team.

Gibson, Dunn & Crutcher LLP has advised international oil and gas field services group Expro Group in respect of its acquisition of Asia-based Production Testers International business (PTI), a leading well services business providing production systems to the oil and gas industry. The acquisition was made on a debt free, cash free basis for up to US$120 million in cash, including an earn-out of up to US$30 million. London corporate partner Jeff Roberts and Singapore partner Emad Khalil led the firm’s advisory team. Production Testers International was represented by Scottish firm Mcclay Murray & Spens LLP.

Herbert Smith and its associated Indonesian firm Hiswara Bunjamin & Tandjung (HBT) have advised Thailand’s largest coal miner, Banpu, on the US, UK, Singapore and Indonesian law aspects of the sale of an 8.7 percent stake in its listed Indonesian subsidiary, PT Indo Tambangraya Megah Tbk (ITMG), for US$400 million. The transaction, which launched and priced overnight on 1 September 2010, represents Indonesia’s second largest block trade in the last decade. Upon completion of the sale, Banpu will still retain an approximate 65 percent stake in ITMG. The Herbert Smith corporate team was led by Hong Kong partner John Moore whilst the HBT/Herbert Smith team in Jakarta was led by partners David Dawborn and Iril Hiswara.

HopgoodGanim has advised ASX-listed Norton Gold Fields Limited (Norton Gold) in respect of its A$107 million (US$98m) gold hedge buy out and associated litigation settlement with Lehman Brothers Commercial Corp Inc. Both parties agreed in July to terminate the hedge contract and settle the dispute after many months of negotiation. As a result of the transaction, Norton’s production is now completely unhedged, with shareholders now having full exposure to the current gold price.

Khaitan & Co has advised Borosil Glass Works Ltd in respect of the transfer of industrial land, measuring about 74,112.72 square meters, located at Marol, Andheri (East), Mumbai, to Neepa Real Estate Private Limited. The transaction was a high value real estate deal in Mumbai, with the sale consideration reaching approximately US$178 million. Pradip (Pinto) Khaitan, Haigreve Khaitan and Sudip Mullick advised clients on the transaction.

Khaitan & Co has also acted as Indian legal adviser to listed Indian company KEC International Limited (KEC) in respect of its acquisition of US company SAE Towers Holdings LLC (SAETH) from Washington DC-based private equity firm ACON Investments LLC. SAETH is a holding company which has subsidiaries in Brazil, Mexico and the US. Following closure of this acquisition, KEC will become the largest manufacturer of transmission towers in North and South America. The transaction, which is valued at approximately US$95 million, is expected to close in September 2010, subject to regulatory approvals and customary closing conditions. Partners Kalpana Unadkat and Haigreve Khaitan led the transaction, whilst White & Case LLP provided additional legal advice. SAE Towers Holdings LLC was advised by Hogan Lovells LLP.

Majmudar & Co has acted as Indian legal counsel to leading French IT multinational Atos Origin (Atos) in respect of its acquisition of Venture Infotek Global Private Limited (Venture), a transaction processing and knowledge management company in India. Pursuant to this transaction, Venture will be integrated into Atos Wordline, Atos’ specialized entity in hi-tech transactional services (HTTS) and electronic payments to optimize the synergies of the companies. Akil Hirani, Sameer Sah, Vivek Sriram and Shikha Parakh led the transaction, which closed in August 2010.

Majmudar & Co has also acted as Indian legal counsel to leading Indian logistics services provider Essar Shipping Ports & Logistics Limited (Essar) in respect of the issuance of US$280 million foreign currency convertible bonds. The transaction, which closed in August 2010, was handled by Akil Hirani, Anup Khanna, Anthony Toppo and Kashish Bhatia.

Mayer Brown JSM has advised CITIC 1616 Holdings Limited (CITIC), a leading hub-based value-added services provider in Asia, in respect of its acquisition of a 49 percent interest in China Enterprise Communications (CEC) for HK$258.4 million (US$33.2m). CITIC bought CEC, a virtual private network provider in China, from its parent CITIC Group and Beijing-based CE-SCM Network Technology. The deal marked the first direct asset injection by CITIC Group to CITIC in support of CITIC’s strategic development. The firm also acted for CITIC on its name-change proposal which will see “CITIC Telecom International Holdings Limited” as the company’s new name. Corporate partner Jeckle Chiu led the advisory team whilst Jingtian provided additional advice. Zhonglun advised the sellers.

Mori Hamada & Matsumoto is advising Randstad Holding NV (Randstad) in respect of its agreement with the founding shareholders of Japanese HR services firm FujiStaff Holdings (FujiStaff) to acquire their 44.6 percent stake in the company. Randstad already held a 20.5 percent stake in FujiStaff. A public tender offer will be launched to acquire all of the issued and outstanding shares of FujiStaff, including those listed on the Jasdaq Stock Exchange. The total amount to be paid for the shares in FujiStaff not currently held is estimated at approximately ¥13.7 billion (US$163m). The transaction is conditional on regulatory approvals and Randstad obtaining a minimum 75 percent stake through the public tender offer, which will close on 13 October 2010. Atsushi Oishi and Koji Toshima are leading the firm’s advisory team.

Nishith Desai Associates has advised M+R Spedag Group, a leading logistics and transportation services provider in Switzerland, in respect of its acquisition, through its group entity, of a controlling stake in Chennai-based PL Shipping & Logistics Private Limited (PL). A comprehensive service provider with a pan India presence, PL is involved with ocean, air and surface transportation of small, large and heavy lift cargoes.

Nishith Desai Associates has also advised the investors in respect of the approximate INR1 billion (US$21.5m) issue by Century Real Estate Holdings Pvt Ltd (Century Real Estate) of certain securities on a private placement basis. Century Real Estate is engaged in the construction and development of real estate projects.

Simmons & Simmons has advised Bawabat Al Shamal and its existing shareholders, including Qatar Islamic Bank and Aqar Real Estate Investment, in respect of a joint venture with Al Futtaim to construct a US$1.6 billion state-of-the-art entertainment and retail complex in Doha. The complex will be the largest multipurpose development in Doha and is the single largest private real estate development announced in Qatar so far this year. The firm’s advisory team was led by Samer Eido.

Slaughter and May has advised HKSE and NYSE-listed Semiconductor Manufacturing International Corporation (SMIC), a global leading semiconductor foundry, in respect of the placing of new shares, which raised approximately HK$780 million (US$100m). Proceeds of the placing will be used for the group’s capacity expansion. The firm also advised SMIC in relation to the issue of additional new ordinary shares under a special mandate to Datang Telecom Technology & Industry Holdings Co Ltd (Datang) for a total consideration of US$100 million. The issue is partly pursuant to Datang’s right of pre-emption, which gives it the right to subscribe for a pro rata portion of shares so that its shareholding in SMIC is not diluted by SMIC’s above placing. Partners Benita Yu and Jason Webber led the team which advised on the transaction.

WongPartnership LLP has acted for DBS Bank Ltd and Standard Chartered Bank as the arrangers in respect of the establishment of a new S$1 billion (US$745m) multicurrency medium-term note programme by CDLHT MTN Pte Ltd, a newly incorporated wholly-owned subsidiary of DBS Trustee Limited (in its capacity as trustee of H-REIT). The firm also advised the arrangers in respect of the issue of the first 5 series of notes under the new programme. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.

WongPartnership LLP has also acted as transaction counsel to Eastern Asia Technology Limited (EAT) in respect of its voluntary delisting from the SGX, and the exit offer by DJR International Ltd (DJR) to acquire all the issued ordinary shares in EAT’s capital, other than those shares held by EAT as treasury shares and those shares held directly or indirectly by DJR. Partners Andrew Ang and Tay Liam Kheng acted on the matter.

Yulchon, in coordination with Malaysia’s Zaid Ibrahim & Co and Indonesia’s Roosdiono & Partners, has advised leading Korea-based petrochemical company Honam Petrochemical Corporation (Honam) in respect of share purchase agreements for the acquisition of 73 percent of the shares of Titan Chemicals Corp Bhd (Titan), Malaysia’s largest petrochemical company. After completion of the transactions, Honam is contemplating acquisition of the remaining issued and outstanding shares of Titan – which is listed on the Main Market of Malaysia’s Bursa Securities Berhad – through a mandatory public offering in accordance with the Malaysian Code on Take-Overs and Mergers 1998. The anticipated purchase price for the total shares of Titan is approximately US$1.27 billion. Partners Hee Woong Yoon and Tehyok Daniel Yi led the firm’s advisory team.

Deals – 3 September 2010

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Allen & Gledhill LLP has advised the joint bookrunners and the joint lead managers in respect of Danga Capital Berhad’s issue of S$600 million (US$441m) trust certificates due 2015, and S$900 million (US$661m) trust certificates due 2020, under its multicurrency Islamic securities issuance programme. The sukuks are listed on the Labuan International Financial Exchange Inc, the SGX and Bursa Malaysia Securities Berhad, and are cleared through The Central Depository (Pte) Limited. Khazanah Nasional Berhad, the Government of Malaysia’s investment holding arm, is the obligor for the sukuk issue, whilst CIMB Bank Berhad, DBS Bank Ltd and Oversea-Chinese Banking Corporation Limited are the joint bookrunners and, together with CIMB Islamic Bank Berhad, The Islamic Bank of Asia Limited and OCBC Al-Amin Bank Berhad, the joint lead managers. Partners Yeo Wico, Sunit Chhabra and Magdalene Leong led the transaction.

Allen & Gledhill LLP has also advised Oversea-Chinese Banking Corporation Limited and VTB Capital PLC, as the lead managers, in respect of the issue by VTB Capital SA (VTB) of S$400 million (US$297m) 4.2 percent loan participation notes due 2012, under VTB’s US$20 billion Programme No. 2 for the issuance of loan participation notes. The notes are cleared through The Central Depository (Pte) Limited and are listed on the SGX. Partners Au Huey Ling and Glenn Foo led the transaction.

Allen & Overy has advised Thai state-owned oil and gas producer PTT Exploration and Production Public Company Limited (PTTEP) in respect of the first US-dollar denominated bonds to be issued in Thailand through its wholly-owned Australian subsidiary, Australia PTTEP Australia International Finance Pty Ltd (PTTEPAIF). In addition to the Thai tranche of approximately US$200 million US-dollar denominated bonds, PTTEP also raised US$500 million through the offering of an international tranche of US-dollar denominated bonds on a 144A basis. Both tranches have a 5 year maturity and are fully guaranteed by PTTEP. Credit Suisse and The Royal Bank of Scotland are the mandated managers for the international tranche, whilst Bangkok Bank, Kasikornbank and Krung Thai Bank are the mandated managers for the Thai tranche. Partners Stephen Jaggs and Suparerk Auychai led the firm’s advisory team.

Allens Arthur Robinson is acting for one of Canada’s largest institutional investors, Canada Pension Plan Investment Board (CPPIB), in respect of its proposed acquisition of Intoll Group (Intoll). Under CPPIB’s proposal, Intoll security holders will have the option of receiving A$1.52 (US$1.37) cash per Intoll stapled security, a scrip and cash option, or a combination of the two options. If accepted by security holders, the acquisition will be implemented via a scheme of arrangement and trust schemes. The directors of Intoll have unanimously recommended that Intoll security holders approve the transaction and elect to receive the cash option. Partner Wendy Rae is leading the firm’s team advising on the transaction, which is valued at approximately A$3.4 billion (US$3b).

AZB & Partners has advised venture capital firm Sequoia Capital in respect of its partial exit from premier clinical pathology laboratory Dr Lal PathLabs Pvt Ltd, through the sale of its approximate 16 percent share in the laboratory to US private equity firm TA Associates. The transaction, which closed on 24 August 2010, was valued at approximately US$33 million. Partner Gautam Saha acted on the matter.

AZB & Partners has also advised Jamna Auto Industries Limited in respect of its issuance of equity shares, representing approximately 6 percent of its share capital on a fully diluted basis, to Clearwater Capital Partners Singapore Fund III Private Limited and another entity. The transaction, which was valued at approximately US$5 million, was led by partner Allwyn Noronha.

Clifford Chance has advised L Capital Asia LLC (LCA), a private equity fund that specialises in the consumer sector, in respect of its investment in HKSE-listed Emperor Watch & Jewellery Ltd (EWJ), a leading luxury watch and jewellery retailer in the PRC. The investment – structured through the subscription for HK$140 million (US$18m) of bonds issued by a wholly owned subsidiary of EWJ and convertible into EWJ shares; and through the issue by EWJ of warrants with a notional amount of HK$100 million (US$13m) – gives LCA an aggregate interest of 7.46 percent in EWJ. In addition, L Capital Advisors, LCA’s fund adviser, has entered into a memorandum of understanding with EWJ to establish a strategic partnership in areas including sales expansion, brand building, advertising and marketing. Beijing-based partner Terence Foo led the firm’s advisory team.

Clifford Chance has also advised HSBC, Morgan Stanley, The Royal Bank of Scotland and Standard Chartered Bank, as bookrunners, in respect of a US$500 million bond for Hong Kong telecom company PCCW. The five-and-a-half year Reg S 4.25 percent bond was issued by PCCW-HKT Capital No 4 Limited and guaranteed by PCCW wholly-owned subsidiaries HKT Group Holdings Limited and Hong Kong Telecommunications (HKT) Limited, which are also the main operators of PCCW’s telecoms business. The transaction, which closed on 24 August, is PCCW’s first issue of international debt in five years. Partner Connie Heng led the transaction, whilst a separate team represented HSBC as trustee.

Drew & Napier LLC has acted for The Royal Bank of Scotland, NV Singapore Branch and Macquarie Capital (Singapore) Pte Limited as the joint financial advisers to RHC Healthcare Pte Ltd (RHC) – a vehicle owned by RHC Holdings Private Limited and Fortis Healthcare Limited – in respect of RHC’s S$3.2 billion (US$2.33b) voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in Parkway Holdings Limited (Parkway). RHC’s offer was one of two competing offers for Parkway, the other being Khazanah Nasional Berhad’s offer. Directors Ralph Lim and Benedict Teo led the transaction.

Hogan Lovells has advised the mandated lead arrangers and lenders in respect of two bridge finance facilities, worth a combined total of £950 million (US$1.46b), to finance the acquisition of Electricité de France Energy plc’s (EDF) electricity transmission and distribution network in the UK. A consortium, led by Cheung Kong Infrastructure Holdings Limited (CKI) and Hongkong Electric Holdings Limited (HK Electric), made an irrevocable offer of £5.8 billion (US$9b) for 100 percent of EDF’s ownership in its UK network activities. In exchange for this offer, EDF has granted the consortium a period of exclusivity for finalisation of the transaction. The firm’s advisory team was led by Hong Kong banking partner Owen Chan.

Hogan Lovells has also advised Morgan Stanley in respect of aspects of its landmark securities joint venture in Japan with Mitsubishi UFJ Financial Group Inc (MUJF), which became operational on 1 May 2010. The securities joint venture comprises two companies. The first company, Mitsubishi UFJ Morgan Stanley Securities Co Ltd (MUMSS), encompasses the wholesale and retail businesses of Mitsubishi UFJ Securities Co Ltd (MUS) and the investment banking operations of Morgan Stanley Japan Securities Co Ltd (MSJS), and will be 60 percent owned by MUFG and 40 percent owned by Morgan Stanley. The second company, Morgan Stanley MUFG Securities Co Ltd (MSMS), comprises the existing global sales and trading and capital markets businesses of MSJS. Whilst the respective economic interests of MUFG and Morgan Stanley in MSMS will be 60 percent and 40 percent, MSMS will continue to be under the control of Morgan Stanley, with Morgan Stanley holding a 51 percent voting interest and MUFG a 49 percent voting interest. Partners Rika Beppu and Philip Hyde led the team advising on the transaction.

K&L Gates LLP’s Hong Kong office has advised integrated forest resource and wood products company Samling Global Limited (SGL), as part of a consortium of investors, in respect of the US$50 million joint purchase of 50 million Series A preferred shares of investment holding company Stone Tan Holding Corporation (Stone Tan). SGL purchased 20 million shares at US$20 million, which represents nearly 37 percent of Stone Tan’s issued share capital and approximately 40 percent of the shares which are the subject of the joint investment. The joint investment will complement SGL group’s growing timber flooring business in China. The firm’s team was led by corporate partner Choo Lye Tan.

Khaitan & Co has advised Venture Infotek Limited in respect of the sale of its 100 percent stake in Venture Infotek Global Private Limited (India) – a leading transaction processing services provider for debit and credit cards in India – to the Singapore subsidiary of Atos Origin, a leading international IT services company with revenues of over €5.4 billion (US$7b) and 50,000 staff across 40 countries. Partner Haigreve Khaitan led the firm’s advisory team, which inlcuded partners Daksha Baxi, Sanjay Sanghvi and Nihal Kothari.

Khaitan & Co has also advised Oberoi Hotels Private Limited, Mr P R S Oberoi and Aravali Polymers LLP in respect of the sale of certain of its shareholding in EIH Limited to Reliance Industries Limited. Lead partner Haigreve Khaitan, along with partners Daksha Baxi and Sanjay Sanghvi, acted on the transaction.

Kim & Chang has advised Japanese trading company Sumikin Bussan Corporation (SBC) and its subsidiary Arai Industrial Co Ltd (Arai) in respect of their purchase of convertible bonds of Woobo Tech Co Ltd (Woobo), a Korean manufacturer of automotive components. Upon exercise of the conversion rights, the shareholding ratios of SBC and Arai in Woobo will be 16 percent and 4 percent, respectively. Yong Kap Kim and Bong Kyoo Suh led the firm’s team in advising on the transaction, which was valued at KRW 6.25 billion (US$5.3m).

Kim & Chang has also advised German chemical company Evonik Degussa GmbH (Evonik) in respect of its purchase of an additional 50 percent of Degussa Headwaters Korea Ltd, a South Korean joint venture company previously held on a 50-50 basis by Evonik and US-based energy services company Headwaters. After closing of the transaction on 13 August, 2010, Evonik now holds all issued and outstanding units of the company, which has been renamed Evonik Degussa Peroxide Korea Co Ltd. Min Bae Park, Kirk V Gale and Kuk Hyun Kwon led the firm’s advisory team.

Mori Hamada & Matsumoto has advised Japan-based ARDEPRO Co Ltd, a real estate development company listed on the Tokyo Stock Exchange’s Mothers, in respect of the completion of its application for restructuring and ADR procedures agreement with about 50 financial institutions. The deal was made through a debt equity swap valued at approximately JPY27 billion (US$321m), which closed on 28 July 2010. Soichiro Fujiwara, Ryota Yamasaki, and Koji Toshima led the transaction.

Mori Hamada & Matsumoto is also advising The Sumitomo Trust & Banking Co Ltd (STB) in respect of its agreement, announced on 24 August 2010, for a statutory share exchange and management integration with Chuo Mitsui Trust Holdings Inc (CMTH). The two-phased integration will consist of a share exchange between CMTH and STB to create the new group’s holding company, followed by the merger by STB of CMTH’s trust bank subsidiaries. Upon completion, which is anticipated by April 2011, the integration will create Sumitomo Mitsui Trust group, which will have combined assets under management of approximately JPY58 trillion (US$641b) and rank No.1 in the trust bank industry and the asset management industry. Satoshi Nakamura, Taro Omoto, Hideki Utsunomiya and Yoshihiro Kojima are leading the firm’s team advising on the transaction.

Orrick, Herrington & Sutcliffe LLP has advised TPK Touch Solutions Inc (TPK), a leading touch display technology and system manufacturer, in respect of the successful defense of one of its key Chinese patents in a patent invalidation proceeding before China’s Patent Re-examination Board (PRB), which issued its final decision on 21 July 2010. Partner Dr Xiang Wang led the firm’s advisory team, which also helped TPK to successfully prosecute and argue the corresponding key patent application before the Korean Patent Office and obtain the grant of the Korean patent on 25 June 2010.

Orrick, Herrington & Sutcliffe LLP has also advised ICBC International Capital Limited (ICBC) and Deutsche Bank AG Hong Kong Branch (Deutsche Bank), as joint sponsors, in respect of the HK$1.39 billion (US$179m) IPO by West China Cement Limited (WCC) on the Main Board of the HKSE, with a Rule 144A/Reg S placement to global investors. The company, which was previously listed on London Stock Exchange’s AIM, simultaneously de-listed from AIM prior to listing in Hong Kong. The delisting and public offering took place on 23 August 2010. Partners Edwin Luk, Mark Lee and Phoebus Chu in Hong Kong and Hilary Winter in London advised on the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Naspers Limited in respect of the completion of a recent sale undertaken by its wholly-owned subsidiary, M-Web Thailand Holdings BV (M-Web), to New Kingdom Limited, a wholly owned subsidiary of HKSE-listed Tencent Holdings Limited (Tencent). Under the transaction, Tencent purchased from M-Web 49.92 percent of the outstanding share capital of Mweb Holdings (Thailand) Limited – the holding company of the Sanook Group, which engages in a variety of internet-related businesses in Thailand – and assumed from M-Web a 50 percent interest in the aggregate outstanding amounts owed to M-Web, pursuant to loans and services provided to the Sanook Group. Corporate partner Jeanette K Chan led the team advising on the transaction, which is valued at approximately US$10.5 million.

Shearman & Sterling has represented the Aditya Birla Group (ABG) in respect of the two-phased restructuring of its cement business, which was completed on 26 August 2010. In the first phase, the cement business of Grasim Industries Limited (Grasim), a part of ABG, was demerged into Samruddhi Cement Limited (SCL), a subsidiary of Grasim. In the second phase, SCL was amalgamated with UltraTech Cement Limited (Ultra Tech), another ABG entity. Upon completion of the restructuring, the cement business will be consolidated in UltraTech. The restructuring was subject to Indian law and involved US securities law issues as the group entities involved had certain US shareholders as well as depositary facilities that also had US holders. Hong Kong capital markets partner Matthew Bersani led the advisory team.

Skadden, Arps, Slate, Meagher & Flom has advised Camelot Information Systems Inc (Camelot), a leading domestic provider of enterprise application services and financial industry information technology services in China, in respect of its IPO of American Depositary Shares and listing on the NYSE. Camelot’s IPO, valued at approximately US$150 million, is the largest US IPO from China this year and is the largest IPO of a Chinese IT outsourcing company to date. Partners Greg Miao, Peter Huang and Moshe Kushman led the firm’s advisory team, whilst Maples and Calder, led by partner Barry Mitchell, and Jincheng Tongda & Neal acted as BVI and PRC counsel, respectively. Simpson Thacher & Bartlett acted as US counsel to the underwriter.

Stamford Law Corporation has advised Kim Eng Securities (Kim Eng) in respect of the lifting of the ban on the sale of its structured notes. The ban was issued by the Monetary Authority of Singapore (MAS) in July 2009 after the Lehman Brothers collapse, which led to the loss of investments in structured notes for thousand of retail investors. MAS had discovered that misleading risk ratings to the products, which were inconsistent with the warnings stated in the prospectus, were attached by these financial institutions. According to the MAS, six financial institutions, including Kim Eng, have implemented various measures to deliver fair dealing outcomes to their customers after the lifting of the ban. Director Ng Joo Khin leads the Stamford team.

Stamford Law Corporation is also advising SGX Catalist-listed Infinio Group Limited (Infinio) in respect of its proposed renounceable non-underwritten rights issue of more than 468 million new ordinary shares in the capital of the company. The shares come with free detachable warrants, with each warrant carrying the right to subscribe for one new ordinary share in the capital of the company. Infinio focuses on communication, content and commerce in the new media business, and through its wholly-owned Broadband Network Systems Ltd offers IPTV-based content and technology solutions for broadband service providers and enterprises. The company hopes proceeds from the issue will provide it with greater financial strength to underrtake strategic growth opportunities.. Director Yap Lian Seng leads the Stamford team.

Watson, Farley & Williams LLP’s Singapore office has advised the informal steering committee – comprising of BNP Paribas, Commerzbank AG and HSH Nordbank AG – in respect of the debt restructuring of certain syndicate facilities extended by certain banks and financial institutions to SGX-listed Rickmers Maritime, a Singapore-registered business trust. Completion of the transaction, which is subject to unit holders’ approval, is expected later this year. Partner Madeline Leong led the firm’s advisory team.

WongPartnership LLP has acted for DBS Bank Ltd in respect of (i) the financing of the acquisition by Singapore-based Grandline International of Ibis Singapore on Bencoolen and (ii) the refinancing of the existing borrowings of Bencool LA Pte Ltd which owns Bencoolen. Partners Christy Anne Lim and Carol Anne Tan acted on the matters.

WongPartnership LLP has also acted for HG Metal Manufacturing Limited (HG Metal) in respect of a subscription agreement to allot and issue an aggregate of almost 164 million new ordinary shares in the capital of HG Metal to Oriental Castle Sdn Bhd. Partner Mark Choy acted on the matter.null

Deals – 27 August 2010

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Allen & Gledhill LLP has advised SingTel Group Treasury Pte Ltd in respect of its S$10 billion (US$7.35b) Euro Medium Term Note Programme, which is guaranteed by Singapore Telecommunications Limited. The Hongkong and Shanghai Banking Corporation Limited and Morgan Stanley Asia (Singapore) Pte are the arrangers whilst the Bank of New York Mellon is the trustee for the programme. Partners Yeo Wico, Sunit Chhabra and Glenn Foo led the transaction.

Allen & Gledhill LLP is also advising YTL Starhill Global REIT Management Limited, as manager of Starhill Global REIT MTN Pte Ltd (Starhill Global REIT), in respect of Starhill Global REIT’s issuance of S$124 million 3.405 percent notes due 2015 under its S$2 billion Multicurrency Medium Term Note Programme. Payments in respect of the notes are irrevocably and unconditionally guaranteed by Starhill Global REIT’s parent company HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee. Partner Margaret Chin led the firm’s advisory team.

Appleby has acted as the Cayman Islands counsel for securities brokerage house Bright Smart Securities & Commodities Group Limited (Bright Smart) in respect of its listing on the HKSE on 25 August 2010. BOCOM International (Asia) Limited and Somerley Limited are the joint sponsors of the listing. Net proceeds from the offer are estimated to be around HK$218 million (US$28m) and are planned to be used for further funding and development of the group’s margin and IPO financing businesses and its futures & commodities brokerage businesses. Corporate partner Judy Lee led the firm’s advisory team, whilst K&L Gates also advised Bright Smart as to Hong Kong law. Loong & Yeung advised the sponsors and underwriters as to Hong Kong law.

AZB & Partners has advised Standard Chartered Bank in respect of an approximate US$425 million single currency term facility extended to Jindal Steel & Power (Mauritius) Limited by certain lenders, with Standard Chartered Bank and BNP Paribas acting as the arrangers. The facility availed by the borrower was guaranteed by Jindal Steel & Power Limited. Partner Vishnu Jerome led the transaction.

AZB & Partners has also advised the International Finance Corporation (IFC) in respect of a US$5 million guaranteed loan extended to Marico South Africa (Proprietary) Limited, a company incorporated in South Africa. Partner Gautam Saha led the transaction.

Baker & McKenzie is advising Shanghai Jin Jiang International Hotels (Group) Company Limited (JJ) on the Hong Kong law aspects of the proposed acquisition of certain assets, valued at approximately RMB2.7 billion (US$397m), from its parent company Jin Jiang International (JJI), which operates passenger transport and logistics services. Under the agreement, JJ has agreed to acquire approximately 38.54 percent of JJI and approximately 50.21 percent of travel agency operator Jin Jiang Travel. As part of the deal, JJ will issue approximately one billion new domestic shares to JJI, thereby raising JJI’s stake in JJ to approximately 72.15 percent. The transaction is subject to regulatory and shareholder approval and is expected to be completed in early 2011. The firm’s team is being led by M&A and securities partners Elsa Chan and Anthony Jacobsen.

Baker & McKenzie has also advised Danone Asia Pte Limited (Danone) in respect of the sale of its 22.98 percent shareholding in HKSE-listed China Huiyuan Juice Group Limited to SAIF Partners, a Hong Kong-based private equity firm. The sale, valued at approximately €200 million (US$253m), is in line with Danone’s strategy to focus the activities of its water division on natural mineral and spring water beverages. The firm’s team was led by partner Elsa Chan.

Blake Dawson has advised Toronto-listed lithium explorer Salares Lithium Inc (Salares) in respect of its agreement with leading global lithium producer Talison Lithium Limited (Talison) to combine their lithium assets and undertake a merger by way of a plan of arrangement under the British Columbia Business Corporations Act. The merger will create the world’s largest lithium production company with a market capitalisation of approximately C$340 million (US$320m). Under the proposed plan of arrangement, common shares of Salares will be exchanged for ordinary shares of Talison so that, upon completion, Salares will become a wholly owned subsidiary of Talison, with existing Salares and Talison shareholders holding 20 percent and 80 percent of Talison, respectively. The firm’s team was led by partner Murray Wheater.

Clayton Utz is advising Hong Kong-based Noble Group in respect of its acquisition of a A$58.8 million (US$52m) stake in Aston Resources (Aston) and the long term coal off-take agreement from Aston’s Maules Creek mine. Partners Stuart MacGregor, Rory Moriarty and Stuart Byrne are leading the transaction. The firm is also advising the company on the sale of its interest in the Middlemount Joint Venture to Gloucester Coal Limited, as well as representing Noble in relation to its takeover bid for Gloucester.

Meanwhile, Clifford Chance has advised Noble Group in respect of a US$750 million dual-tranche debt issue. The issue, which priced on 30 July 2010, comprised a US$500 million 4.87 percent semi-annual five-year security and a US$250 million 6.625 percent 10-year bond. JP Morgan was sole bookrunner to the deal, which it co-managed alongside ING, Societe Generale and RBS. Connie Heng led the firm’s advisory team.

Colin Ng & Partners LLP has advised Taster Food Pte Ltd, a 70 percent-owned subsidiary of the BreadTalk Group, in respect of a joint venture with Fairy Rise Development Limited. The JV company, Taster Food International Pte Ltd, is to acquire a stake in Taster Food (Thailand) Co Limited, and pursuant to a franchise agreement with Din Tai Fung Co Limited, the “Din Tai Fung” restaurants in Thailand will be established and operated by Taster Food (Thailand) Co Limited. The parties will invest an initial set-up sum of THB50 million (US$1.6m) to fund the set-up of the first Din Tai Fung restaurant in Thailand. This latest venture will enable the Breadtalk Group to expand the Din Tai Fung franchise in Thailand. Partner Kong Seh Ping led the transaction.

Colin Ng & Partners LLP has also acted as Singapore counsel to NASDAQ-listed leading electronic components and semiconductors distributor Nu Horizons Electronics Corp (Nu Horizons) and its Singapore subsidiaries in respect of its US$80 million asset-backed loan facility with Wells Fargo Capital Finance (part of Wells Fargo & Company) and two other banks. The facility will be used to fund Nu Horizons’ working capital requirements in the US, UK and Asia, and to repay Nu Horizons’ existing indebtedness. Security for the facility includes debentures and guarantees provided by the Singapore subsidiaries of Nu Horizons. Partner Bill Jamieson led the firm’s team in advising on the transaction, whilst Farrell Fritz PC, led by Lisa Vaccaro, advised as to New York law.

Davis Polk & Wardwell LLP has advised Credit Suisse (Singapore) Limited and JP Morgan Securities Limited as international selling agents in respect of the global IPO of 34 billion ordinary shares of PT Berau Coal Energy Tbk – a holding company that indirectly owns 90 percent of PT Berau Coal, the fifth-largest coal producer in Indonesia in terms of production volume – for an aggregate amount of IDR1.36 trillion (US$152m). The offering consisted of a registered public offering in Indonesia and an international offering in reliance on Rule 144A and Reg S. The shares were listed on the Indonesia Stock Exchange. The firm’s advisory team was led by partner William F Barron.

Davis Polk & Wardwell LLP has also advised Morgan Stanley & Co International plc and Standard Chartered Bank as initial purchasers in respect of the US$250 million Rule 144A/Regulation S offering of 12.5 percent high-yield notes due 2017 by HKSE-listed KWG Property Holding Limited, a leading privately owned property developer in the PRC. Partners William F Barron and Eugene C Gregor led the transaction. Meanwhile, KWG Property Holding Limited was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Jingtian & Gongcheng as to PRC law. The initial purchasers were advised by Commerce and Finance Law Offices as to PRC law.

DLA Piper has advised chairman Yonghua Lu of Solarfun Power Holdings Co Ltd (Solarfun), a vertically integrated manufacturer of silicon ingots, wafers and photovoltaic cells and modules, in respect of agreements that will result in a change of control of Solarfun. Lu will sell all of his approximately 38.6 million Solarfun ordinary shares to Hanwha Chemical Corporation (Hanwha), a leading global chemical company listed on the Korean Stock Exchange, whilst Hanwha has entered into separate agreements, amongst others, to purchase from Solarfun’s largest investor approximately 36.5 million Solarfun ordinary shares and 1.28 million Solarfun ADSs. Upon closing of these transactions, Hanwha will own 49.99 percent of Solarfun’s outstanding shares and hold a 49.99 percent voting interest in the company. Completion of all the transactions is subject to customary closing conditions, including receipt of specified regulatory approvals and consents. Partner Gene Buttrill led the transaction.

Freshfields Bruckhaus Deringer has advised leading PRC steel producer China Oriental Group Company Limited in respect of its US$550 million five-year, 8 percent secured high-yield bond issue. The proceeds of the offering will be used to fund projects including potential acquisitions of steel mills in China, capital expenditure projects at its current production facilities and potential investments in iron ore assets. Deutsche Bank is the sole global coordinator to the issue, also acting as joint lead manager and bookrunner alongside ING. Partners Kay Ian Ng, Ken Martin and Calvin Lai led the transaction. King & Wood advised as to PRC law whilst Conyers, Dill & Pearman advised as to BVI and Bermuda law. Davis Polk & Wardwell LLP, led by partners Eugene C Gregor and William F Barron, advised Deutsche Bank AG and ING Bank NV. The initial purchasers were advised by Jun He as to PRC law.

Herbert Smith and its Indonesian associated law firm Hisawara Bunjamin and Tanjung have advised Industrial and Commercial Bank of China (Asia) Limited (ICBC Asia), PT Bank ICBC Indonesia (ICBC Indonesia) and Industrial and Commercial Bank of China (ICBC) in respect of the RMB 2 billion (US$294m) offshore Sinosure-covered export financing framework arrangement provided to PT Bakrie Telecom Tbk (Bakrie). The transaction represents the first commercial Renminbi loan provided to a company outside of China. Proceeds of the facility will be used by Bakrie to finance the purchasing of telecoms equipment from Huawei Technology Co Ltd. The collaborative team of the two firms was led by partners Alexander Aitken, David Dawborn and Tjahjadi Bunjamin.

Khaitan & Co has advised The Blackstone Group in respect of its investment in Gateway Rail Freight Limited (GRFL), a subsidiary of Indian-listed Gateway Distriparks Limited which is involved in transport and logistics, primarily rail haulage and management of inland container depots and container freight stations. Partner Rabindra Jhunjhunwala acted on the matter, which was valued at approximately US$65 million.

Khaitan & Co has also acted as Indian legal counsel to Reliance Industries Ltd in respect of its acquisition of an approximate 40 percent stake in Pennsylvania-based Atlas Energy to create a joint venture to develop a 300,000-acre portion of the shale. The transaction was valued at approximately US$1.7 billion. Senior partner Haigreve Khaitan acted on the matter.

Kim & Chang has advised Korea Development Bank in respect of a US$133.7 million shipping finance deal for Korean-headquartered logistics company Glovis. The deal involved three ships, including two pure car and truck carriers (PCTC) with 6,500 car capacities each to be delivered by 2012. Korea Development Bank extended US$49.7 million towards the financing whilst the Korea Finance Corporation and ABN Amro provided US$42 million each. The deal financed the first PCTCs ordered since the shock of the Lehman collapse. Partner Hi-Sun Yoon led the transaction.

King & Wood has acted as the sole Chinese legal counsel in respect of the antitrust aspects of the proposed acquisition of Alcon Inc by Novartis AG, which has been conditionally approved by the Ministry of Commerce. Novartis and Alcon are global suppliers of pharmaceutical products, and after the acquisition Novartis is set to become the majority shareholder in Alcon. The transaction, which was valued at approximately US$28 billion, is the 6th merger that has been approved with conditions since the enactment of the Anti-Monopoly Law in 2008. The firm’s team was led by Beijing-based partner Susan Ning.

Latham & Watkins has represented Morgan Stanley & Co International plc and Piper Jaffray & Co as representatives of the underwriters in respect of the IPO of China Kanghui Holdings, the PRC’s leading orthopedic implants developer, manufacturer and marketer. The offering, which consisted of approximately 7.7 million American depositary shares (representing more than 46 million ordinary shares) listed on the NYSE, grossed approximately US$78.7 million. The transaction priced on 10 August 2010 and closed on 16 August 2010. The firm’s team was led by Hong Kong corporate partner David Zhang and Beijing corporate partner Allen Wang.

Mallesons Stephen Jaques is acting for Xstrata in respect of its A$428 million (US$377m) takeover bid for Sphere Minerals (Sphere). Sphere’s assets are located in West Africa, with interests in three iron ore projects in Mauritania, and the acquisition will bring together Xstrata’s bulk mining and project development capabilities and Sphere’s iron ore expertise, which is anchored on a successful performance record in Mauritania. Xstrata will fund the deal through existing credit facilities and cash. The firm’s team is being led by M&A partner Nick Pappas.

Mallesons Stephen Jaques is also acting for Glencore International (Glencore) in respect of its joint venture with Blackthorn Resources concerning the Perkoa Zinc Project in West Africa. Under the proposed JV arrangements, Glencore will invest US$80 million in the project to fund the remaining capital expected to be required to commission the Perkoa Zinc Mine Project. The first US$50 million investment by Glencore will be in the form of equity contribution, with up to US$30 million to be provided in the form of project finance for the JV. Upon formation of the JV, Glencore will control 50.1 percent of the Perkoa Zinc Project. M&A partner Nick Pappas also led the firm’s advisory team.

Maples and Calder has acted as Cayman Islands counsel to Daiwa Asset Management Co Ltd in respect of the establishment of the Daiwa Fund Series – Daiwa Emerging Bond Fund (Currency Select) – The Tower of Currency. The fund is structured as a unit trust and will be marketed in Japan to retail investors. Daiwa Asset Management (Europe) Ltd, the investment manager of the fund, will invest for the account of the fund. The firm’s team was led by partner Spencer Privett. Japanese legal advice was provided by Mori Hamada & Matsumoto.

Maples and Calder has also acted as Cayman Islands and BVI counsel to HKSE listed Chaoda Modern Agriculture (Holdings) (Chaoda) in respect of its US$200 million issue of guaranteed convertible bonds due 2015. The bonds will be guaranteed by Chaoda’s BVI subsidiaries and secured by share charges over those subsidiaries. The proceeds will be used for expanding existing and establishing new production areas in the PRC, complemented by other areas for product varieties, seasonality and market demand, and for general working capital. Citigroup Global Markets Limited was the bonds placement agent. Greg Knowles and Richard Spooner led the firm’s team in advising on the transaction, whilst Sidley Austin acted as international counsel to Chaoda. Clifford Chance advised Citigroup Global Markets Limited.

Mayer Brown JSM has advised Shanghai Industrial Holdings Limited – a 51 percent-owned, listed subsidiary of Shanghai Industrial Investment (Holdings) Co Ltd, which is beneficially controlled by the Shanghai Municipal Government – in respect of its acquisition of Neo-China Land Group (Holdings) Limited (Neo-China), a listed company principally engaged in property development and investment in the PRC. The transaction involves the acquisition of existing shares, the subscription of new shares, and mandatory cash offers for all the issued shares and convertible securities of Neo-China. Corporate and finance partners Patrick Wong and Allan Yu led the transaction.

Milbank, Tweed, Hadley & McCloy LLP has advised the underwriters in respect of the US$650 million high yield bond offering by PT Indosat Tbk (Indosat), one of Indonesia’s largest mobile phone companies. The offering consisted of 10-year unsecured 7.357 percent senior notes due 2020. The notes were issued by Indosat Palapa Company BV and unconditionally and irrevocably guaranteed by Indosat. Singapore-based partner Naomi Ishikawa led the firm’s team in advising on the deal, whilst Melli Darsa & Co acted as Indonesian counsel. Meanwhile, Sidley Austin and Assegaf Hamzah & Partners advised the issuer.

Mori Hamada & Matsumoto has advised Nippon Commercial Investment Corporation (NCIC) in respect of an agreement for its acquisition, via a merger, by United Urban Investment Corporation (UUR). The transaction, valued at approximately JPY25.4 million (US$271m), will enable UUR to expand its assets, which should contribute to more efficient operation and lead to further asset diversification. Post transaction, UUR will be the continuing entity whilst NCIC will be delisted from the Tokyo Stock Exchange. The transaction is subject to shareholder approval and the approval of the cancellation of NCIC’s asset management trust contract. The deal is expected to be completed on 1 December 2010. Harume Nakano, Yasuhiko Fujitsu and Motoya Ishibashi led the firm’s team in advising on the transaction, whilst Shearman & Sterling LLP and Nagashima Ohno & Tsunematsu advised United Urban Investment Corporation.

Nishith Desai Associates has acted as legal and tax counsel to Reliance Broadcast Network Limited (a part of the Reliance Anil Dhirubhai Ambani Group), in respect of its 50:50 joint venture with CBS Studios International. The JV will see the creation of three new English entertainment channels to be made available across a network of platforms to audiences in India, Nepal, Bhutan, Sri Lanka, Bangladesh, the Maldives and Pakistan. The proposed channels will be: (i) BIG CBS Prime, which would be a premium English general entertainment channel, (ii) BIG CBS Spark, which would be India’s first ever English youth channel, and (iii) BIG CBS Love, which would be India’s first ever women’s English entertainment channel.

Norton Rose (Middle East) LLP has advised Kuveyt Türk Katılım Bankası (Kuveyt Türk), a Turkish subsidiary of Kuwait Finance House, in respect of the issuance of Kuveyt Türk’s US$100 million sukuk, the first ever sukuk from Turkey and the first bank sukuk originating from Europe. The sukuk is issued by KT Turkey Sukuk Limited, an orphan special purpose vehicle incorporated in the Cayman Islands. The portfolio underlying the issuance has been carefully tailored to ensure that the cash flows supporting payments to sukuk holders will be Shariah compliant. In a mix of Murabaha and Ijara receivables, not less than 51 percent will be derived from Ijara contracts. Rizwan Kanji led the firm’s advisory team, whilst Hogan Lovells acted for Citigroup Global Markets Ltd and Liquidity Management House, the joint lead managers on the transaction.

Shearman & Sterling is representing global investment firms Norwest Venture Partners and The Xander Group Inc in respect of their proposed acquisition, valued at approximately INR4 billion (US$86m), of an interest in Sadbhav Infrastructure Project Limited (SIPL), an entity primarily involved in the development of highways and road projects in India. The subscription proceeds will be used by SIPL – a wholly-owned subsidiary of Sadbhav Engineering Limited, one of India ’s leading companies engaged in engineering, construction and development of infrastructure projects – to fund existing road development projects and to bid for new road development and other infrastructure projects. Hong Kong M&A counsel Sidharth Bhasin led the firm’s advisory team.

Stamford Law has advised SGX Mainboard-listed leading Indonesian palm oil producer Kencana Agri Limited (Kencana) in respect of the proposed subscription and vendor placement of approximately 229.6 million ordinary shares by the world’s largest palm oil firm, Wilmar International Limited (Wilmar), through its wholly-owned subsidiary Newbloom Pte Ltd. Wilmar will purchase a 20 percent stake in Kencana at S$0.35 (US$0.26) per share. The 20 percent stake (which represents approximately 229.6 million ordinary shares) comprises 150 million new shares from Kencana and 79.6 million vendor shares from Kencana Holdings Pte Ltd. Most of the net proceeds raised from the issuance of the new shares will be used to fund expansion plans. Director Ng Joo Khin led the team.

Stamford Law has also advised China International Fund Limited (CIF) in respect of an agreement with AIM-listed iron ore miner Bellzone Mining Plc (Bellzone) to fund and develop the estimated US$2.7 billion Kalia Iron Project in Guinea and finance the development of the Kalia Mine. Under the agreement, CIF will fund the entire infrastructure required for the project to produce and transport a minimum of 50 million tonnes per annum of iron ore. Bellzone will transfer to CIF – with the agreement of the Guinean Minister of Mines and Geology – an area equal to approximately 50 percent of the Kalia II Prospect and 100 percent of the Faranah permit. In addition, Bellzone and CIF will create a 50:50 joint venture to develop the Forecariah Iron Permits, which are located only 40km from the Guinea coastline. Director Yap Wai Ming led the team.

Watson, Farley & Williams LLP’s Singapore office has advised ABN AMRO Bank NV Singapore Branch in its capacity as agent and senior lender in respect of the pre-delivery and post-delivery term loan facilities to a Panamanian single purpose company established under the Korea Development Bank Shipping Fund Program for the acquisition of a capesize class dry bulk carrier. The firm’s team was led by partner Madeline Leong.

White & Case LLP has advised China Development Bank Corporation (CDB) in respect of on two loans, together valued at over US$20 billion, to Venezuela’s Banco de Desarrollo Económico y Social de Venezuela (BANDES). The financing, which was signed 23 August 2010, is one of the largest that CDB has extended to any one country. Beijing office head Xiaoming Li led the transaction.

WongPartnership LLP has acted for Emirates Property Holdings Limited, an indirect wholly-owned subsidiary of Emaar Properties PJSC and Golden Ace Pte Ltd, in respect of the voluntary conditional cash offer by Peak Retail Investments Pte Ltd to acquire all the issued and paid-up ordinary shares in the capital of RSH Limited. Partners Andrew Ang, Christy Anne Lim and Kenneth Leong acted on the matter.

WongPartnership LLP has also acted for Olam International Limited (Olam) in respect of its issue of US$250 million of 7.5 percent 10-year fixed rate unsecured bonds. HSBC and JPMorgan acted as joint lead managers and joint bookrunners. This is the first unrated Singapore company to raise funds in the international debt market. It is also the first unrated offering of US-dollar denominated bonds by a Singapore company in the international debt market. Notwithstanding the fact that both the company and the offering were unrated, Olam was able to raise long-term unsecured debt with a maturity of 10 years. Partners Tan Kay Kheng and Colin Ong acted on the matter.

Allen & Gledhill LLP has advised SingTel Group Treasury Pte Ltd

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Allen & Gledhill LLP has advised SingTel Group Treasury Pte Ltd in respect of its S$10 billion (US$7.35b) Euro Medium Term Note Programme, which is guaranteed by Singapore Telecommunications Limited. The Hongkong and Shanghai Banking Corporation Limited and Morgan Stanley Asia (Singapore) Pte are the arrangers whilst the Bank of New York Mellon is the trustee for the programme. Partners Yeo Wico, Sunit Chhabra and Glenn Foo led the transaction.

Deals – 20 August 2010

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Allen & Gledhill LLP has advised PSA International Pte Ltd (PSAI) on Singapore law in respect of its issue of US$500 million 3.875 percent notes due 2021 under its US$3.5 billion global medium term note programme. The dealers for the issue were Barclays Bank PLC, Singapore Branch, Credit Suisse (Singapore) Limited and Goldman Sachs (Singapore) Pte. Partners Tan Tze Gay and Glenn Foo acted on the matter.

Allen & Gledhill LLP has also advised China Merchants Holdings (Pacific) Limited (CMHP) in respect of the proposal by its wholly-owned subsidiary China Merchants Pacific (Shenzhen) Investment Co Ltd, to acquire a 51 percent equity interest in Zhejiang Wenzhou Yongtaiwen Expressway Co.Ltd (Yongtaiwen Expressway Co) from China Merchants Group Limited. Yongtaiwen Expressway Co owns the rights to operate the Wenzhou Yongtaiwen Expressway (Wenzhou Section) in Zhejiang Province, PRC. The proposed acquisition is approximately valued at S$450 million (US$332m). Partners Lim Mei and Hilary Low acted on the matter.

Allens Arthur Robinson is acting for Meridian Energy Ltd (Meridian), New Zealand’s largest renewable electricity generator, in respect of the development of a A$1 billion (US$898m) wind farm, which will be the biggest in the Southern Hemisphere and one of the largest wind farms in the world. Meridian has entered into a joint venture with AGL Energy, Australia’s largest renewable electricity generator, to build the 420 MW Macarthur wind farm in southwest Victoria. The project will offer a long-term source of renewable energy and complement the rest of Meridian’s developing Australian wind portfolio. Partner Anna Collyer is leading the advisory team. Norton Rose Australia is advising AGL Energy.

AZB & Partners has advised American Tower Corporation (ATC) in respect of its acquisition of 100 percent equity shares of Essar Telecom Infrastructure Private Limited (ETIPL) for approximately US$430 million in cash. The transaction was completed on 6 August 2010. Pursuant to the transaction, ATC acquired ETIPL’s portfolio of over 4,600 wireless communications tower sites, as well as a number of towers under construction. The acquisition increases the size of ATC’s communications tower site portfolio in India by almost threefold and its global portfolio to more than 32,000 communication sites. Partners Percival Billimoria and Essaji Vahanvati acted on the matter.

AZB & Partners is also advising Tata Teleservices Limited (TTSL) in respect of the acquisition valued at approximately US$316 million by Macquarie SBI Infrastructure Fund of 11 percent shareholding of Wireless TT Info Services Limited (now called as Viom Networks), the telecom tower joint venture between TTSL and Quippo Telecom Infrastructure. The sales proceeds will be used to completely retire the company’s debts. Partner Vaishali Sharma acted on the matter.

Clifford Chance has advised CapitaMalls Asia Limited in respect of the US$244 million IPO of its CapitaMalls Malaysia Trust (CMMT) real estate investment trust on Bursa Malaysia Securities Berhad. CMMT is the largest ‘pure-play’ shopping mall REIT in Malaysia by market capitalisation and property value and has been spun off from Singapore-listed CapitaMalls Asia. Partner Joan Janssen led the firm’s advisory team.

Colin Ng & Partners LLP has advised PRC children’s wear manufacturer China Children Fashion Holdings Pte Ltd (CCFH) and its shareholders in respect of the reverse take over of SGX-ST Catalist listed Friven & Co Ltd (Friven) for a total consideration of up to S$64 million (US$47m) which was satisfied by the issue of up to 1.28 billion shares in the capital of Friven to the shareholders of CCFH. The transaction was approved by the Friven shareholders on 15 July 2010 and completed on 3 August 2010. Partners Tan Min-Li and Gregory Chan led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised JP Morgan Securities Ltd, ING Bank NV London Branch, Société Générale and The Royal Bank of Scotland plc as the initial purchasers in respect of the Rule 144A/Regulation S global offering by Noble Group Limited (Noble) of US$500 million aggregate principal amount of 4.875 percent senior notes due 2015 and US$250 million aggregate principal amount of 6.625 percent senior notes due 2020. Partner William F Barron led the advisory team. Noble Group Limited was advised by Clifford Chance.

Davis Polk & Wardwell LLP has also advised The Hongkong and Shanghai Banking Corporation Limited, Morgan Stanley & Co International plc and Standard Chartered Bank as initial purchasers in respect of the US$500 million Regulation S offering of 9.65 percent high-yield notes due 2017 by Shimao Property Holdings Limited, a large-scale developer and owner of high-quality real estate projects in China. Partner William F Barron again led the transaction. Commerce and Finance Law Offices advised as to PRC law. Shimao Property Holdings Limited was advised by Sidley Austin as to US and Hong Kong law and by Harney Westwood & Riegels as to BVI and Cayman Islands law.

DLA Piper has advised a consortium comprising of Cheung Kong Infrastructure Holdings Limited (CKI), Hong Kong Electric Holdings Limited (HEI) and the Li Ka Shing Foundation in respect of the £5.8 billion (US$9b) acquisition of EDF’s UK electricity distribution assets. The acquired assets comprise three low-voltage electricity distribution networks in England and long-term contracts with businesses for the construction and maintenance of electricity distribution infrastructure. CKI holds a 39 percent stake in HEI, and the two companies will work together to run EDF Networks. The firm’s advisory team included partners Christopher Clarke, Kiran Sharma and Jon Hayes.

Herbert Smith along with associated firm Hiswara Bunjamin & Tandjung has advised leading Indonesian oil and gas production company Kangean Energy Indonesia (KEI) in respect of its US$875 million 10-year charter contract (with additional options of up to four years) with BW Offshore for a floating production unit to operate on the Terang Sirasun Batur gas fields in Indonesia. First gas is planned for early 2012. Asia energy practice head Anna Howell led the advisory team.

Jones Day’s Hong Kong and Singapore offices has acted for Adani Enterprises Limited – the flagship company of The Adani Group, one of India’s largest conglomerates – in respect of its US$850 million qualified institutional placement, pursuant to Rule 144A/Regulation S. The transaction represents the largest QIP in the history of Indian capital markets. Hong Kong-based capital markets partner Jeffrey Maddox led the team.

Khaitan & Co has acted as domestic legal counsel to Bajaj Corp Limited in respect of its IPO which raised about US$63.67 million. The portion reserved for qualified institutional buyers got over subscribed approximately 20 times, non-institutional investors by 49 times and retail investors by 7 times. Mumbai based partner Nikhilesh Panchal acted on the matter.

Khaitan & Co has also advised Mashreq Bank psc in respect of a complex transaction wherein they negotiated with Oracle for providing ‘Flexcube’, its core banking IT solution, to Mashreq Bank. Flexcube is the new IT infrastructure and software for the core banking functions which is mission critical with no margin for any errors. Mumbai based partner Murali Neelakantan acted on the matter.

Latham & Watkins has represented Rei Agro Limited, a leading Indian Basmati rice producer, in respect of a US$277 million rights offering of shares on the BSE and the NSE. The offering was made to existing eligible shareholders on a rights basis in the ratio of two equity shares for every one equity share. The lead managers were SBI Capital Markets Limited, Axis Bank Limited, Fortune Financial Services (India) Limited and IDBI Capital Market Services Limited. The firm’s advisory team was led by Singapore partners Rajiv Gupta and Michael Sturrock.

Latham & Watkins is also advising Vedanta Resources PLC (a FTSE 100 diversified natural resources group) in respect of its planned acquisition of up to 60 percent of Cairn India Limited for an aggregate consideration of up to approximately US$9.6 billion in cash. Partners Graeme Ward and Rory Negus lead the transaction. A team from AZB & Partners comprised of partners Shuva Mandal and Essaji Vahanvati is providing Indian law advice.

Mayer Brown JSM is advising Li & Fung Limited (LF) in respect of its proposed acquisition of Integrated Distribution Services Group Limited (IDS) by way of privatisation pursuant to a scheme of arrangement. LF and IDS jointly announced the proposed acquisition on 12 August 2010. Partners Patrick Wong and Derek Tsang are leading the transaction. Deacons acted for IDS.

Mayer Brown has also advised global construction consultancy Davis Langdon (DL) in respect of its US$324 million takeover by AECOM Technology Corporation, a global provider of professional, technical and management support services. The acquisition has been approved by DL’s shareholders and partners, and is subject to customary closing conditions, including necessary regulatory and third party approvals. Davis Langdon & Seah, DL’s counterpart in Asia, will remain independent but will continue to work with AECOM’s DL operations under an existing collaboration agreement. The transaction is expected to close in October 2010. The firm’s team was led by corporate partners Stephen Bottomley and Lauri-Lynn Pursall.

Milbank, Tweed, Hadley & McCloy LLP has represented Banpu Power Limited, Ratchaburi Electricity Generating Holding Public Company, and Lao Holding State Enterprise in respect of a US$2.7 billion project financing for the 1,878-MW Hongsa Thermal Power Plant Project in the Lao People’s Democratic Republic. The financing, which consists of a syndicated multi-tranched, multi-currency facility from nine Thai banks, is considered to be Thailand’s largest ever project financing syndication. Partner Karen B Wong led the advisory team.

Minter Ellison is advising Sigma Pharmaceuticals Ltd (Sigma) in respect of its agreement in principle to sell its pharmaceuticals arm to South Africa’s largest pharmaceutical manufacturer Aspen Pharmacare Holdings Ltd (Aspen) for A$900 million (US$807m). The proposed sale is subject to a number of conditions, including shareholder and regulatory approval. Sigma will retain its healthcare division, which includes its wholesale and retail businesses under the proposed terms. Jeremy Blackshaw led the firm’s corporate advisory team. A Freehills team, led by Phillipa Stone, is advising Aspen Pharmacare Holdings Ltd.

Mori Hamada & Matsumuto has advised ACA Inc (ACA), a private equity fund of Japan based private equity firm Ant Capital Partners Co Ltd, in respect of its agreement to acquire a 10 percent stake in listed super drugstore chain operator Create SD Holdings Co (Create SD) for an implied consideration of JPY3.9 billion (US$45.3m). Under the terms of agreement, ACA will acquire more than 2.2 million Create SD shares. ACA will utilize its experience in running the health care focused fund and help the company establish comprehensive health care center. Satoshi Kawai and Mitsue Tanaka led the transaction.

Mori Hamada & Matsumuto has also advised listed construction engineering company JST in respect of a management buyout by J Holdings, a special purpose holdings company 100 percent owned by JST president Yoichi Arita. J Holdings offers to acquire approximately 17.3 million shares of JST valued at US$107 million. J Holdings has set 12.7 million shares as minimum acceptance level and will acquire all shares tendered above the minimum level. J Holdings aims to acquire all outstanding shares in JST. If the target number of shares are not tendered after the tender period is over, it will make JST a wholly owned subsidiary through an absorption-type merger with J Holdings as the surviving entity. The tender offer period is from 13 August to 27 September 2010. Settlement commences from 29 September 2010. Mizuho Bank will provide a maximum JPY11.8bn (US$138m) in loans to J Holdings to fund the management buyout. Gaku Ishiwata and Yusuke Ishii led the transaction.

Paul, Hastings, Janofsky & Walker LLP and Shin & Kim had advised Korea’s leading global chemicals company Hanwha Chemical Corporation (Hanwha Chemical) in respect of its equity investment in Solarfun Power Holdings Co Ltd (Solarfun) – a NASDAQ-listed vertically integrated PRC manufacturer of silicon ingots, wafers and photovoltaic cells and modules – as well as a share purchase from two major shareholders in a transaction valued at approximately US$370 million. The transaction includes an agreement by Hanwha Chemical to purchase approximately 36.5 million ordinary shares from Solarfun, and separate agreements to acquire all of Solarfun’s ordinary and American depository shares from Good Energies II LP and Yonghua Solar Power Investment Holding Ltd (a company owned by Solarfun’s chairman, Yonghua Lu). After the deal, Hanwha Chemical will own 49.99 percent of Solarfun’s outstanding shares and hold a 49.99 percent voting interest. Partners Daniel Kim and Jeff Hartlin led the Paul, Hastings, Janofsky & Walker LLP team whilst Sung Geun Kim, Myong Hyon ( Brandon ) Ryu and Joo Bong Jang led the Shin & Kim team.

Rajah & Tann has acted for RHC Healthcare Pte Ltd (RHC Healthcare) – an entity held indirectly as to 51 percent by RHC Holding Private Limited and directly and indirectly as to 49 percent by BSE and NSE listed Fortis Healthcare Limited – in respect of the contested takeover offers for Parkway Holdings Limited. RHC Healthcare’s general offer of approximately S$3.2 billion (US$2.4b) was made against a competing partial offer of approximately S$1.2 billion (US$886m) by Integrated Healthcare Holdings Limited (IHH), a wholly-owned subsidiary of Malaysia’s sovereign wealth fund Khazanah Nasional Berhad (Khazanah). IHH’s partial offer was thereafter revised to a voluntary general offer valued at approximately S$3.5 billion (US$2.6b) which was eventually accepted. Partners Goh Kian Hwee, Evelyn Wee, Lawrence Tan, and Cynthia Goh led the firm’s advisory team. Allen & Gledhill LLP, with a team led by partners Andrew M Lim, Lim Mei and Lee Kee Yeng advised Integrated Healthcare Holdings Limited and Khazanah Nasional Berhad.

Rajah & Tann has also acted for RHC Healthcare Pte Ltd and Fortis Global Healthcare (Mauritius) Limited in respect of an on-going undertaking given to Integrated Healthcare Holdings Limited (an indirect wholly-owned subsidiary of Khazanah Nasional Berhad, Malaysia’s sovereign wealth fund) to accept its voluntary general offer in respect of their shares representing approximately 24.9 percent of the total number of issued shares in Parkway Holdings Limited for a total consideration of approximately S$1.2 billion (US$886m). Partners Goh Kian Hwee, Evelyn Wee, Lawrence Tan, and Cynthia Goh again composed the firm’s advisory team.

Shearman & Sterling LLP has advised the underwriters, led by Morgan Stanley & Co International plc, in respect of the NASDAQ listing and US$70 million IPO of ordinary shares of MakeMyTrip Limited (the parent company of MakeMyTrip (India) Private Limited, India’s largest online travel agency). The deal represents the first US IPO by an Indian company since 2006. The firm’s team was led by partners Matthew Bersani and Russell Sacks.

Skadden, Arps, Slate, Meagher & Flom has advised Camelot Information Systems Inc (Camelot), a leading domestic provider of enterprise application services and financial industry information technology services in China, in respect of its approximately US$150 million IPO of American Depositary Shares and listing on the NYSE. Camelot’s IPO is the largest US IPO from China this year and is the largest IPO of a Chinese IT outsourcing company to date. The firm’s advisory team was led by partners Greg Miao, Peter Huang and Moshe Kushman.

WongPartnership LLP has acted for Design Studio Furniture Manufacturer Ltd (Design Studio) in respect of the mandatory cash offer by Depa Interiors LLC (Depa Interiors) – a wholly owned subsidiary of Depa Limited – for all the issued and paid-up ordinary shares in the capital of Design Studio other than those already owned, controlled or agreed to be acquired by Depa Interiors and parties acting in concert with it. Partners Ng Wai King and Dawn Law acted on the matter.

WongPartnership LLP has also acted for Viking Offshore and Marine Limited in respect of the acquisition of (i) a 55 percent stake in Marine Accomm Pte Ltd, Singapore’s largest turnkey project integrator of accommodation and fit-out for the O&M industry; and (ii) a 100 percent stake in Promoter Hydraulics Distributor Pte Ltd, Singapore’s largest wholesaler of winches, hydraulic power-packs and related equipment for the O&M industry. Partner Tan Sue-Lynn acted on the matter.

Zhonglun Law Firm has acted for SINOCON Machinery Company, a Hong Kong based manufacturing and trading company in respect of reaching a settlement agreement in a proposed arbitration before the Geneva Chamber of Commerce and Industry. The counterparty is a large multinational solar equipment manufacturer. The amount under dispute was roughly US$2 million and was related with post-termination matters of an agency agreement. Partner Wilson Wei Huo led the team.

Deals – 12 August 2010

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Allen & Gledhill LLP is advising CDLHT MTN Pte Ltd (CDLHT), a wholly-owned subsidiary of DBS Trustee Limited (DBS) which is the trustee of CDL Hospitality Real Estate Investment Trust, in respect of its establishment of a S$1 billion (US$733m) multicurrency medium term note programme under which CDLHT may from time to time issue notes not exceeding S$1 billion (or the equivalent in other currencies). The notes issued under the programme will be unconditionally and irrevocably guaranteed by DBS. Partners Margaret Chin and Jerry Koh led the transaction.

Allen & Gledhill LLP is also advising Tuas Power Generation Pte Ltd (Tuas Power) in respect of three gas sales agreements it has entered into with BG Singapore Gas Marketing Pte Ltd (BG) for the purchase of regasified liquefied natural gas, which to be delivered through the Singapore LNG Terminal over a period of up to 15 years. The total value of the three agreements is estimated to be S$5 billion (US$3.66b). Tuas Power is one of the first electricity generation companies in Singapore to enter into such agreements wtih BG for the purchase of regasified LNG. Partner Kelvin Wong led the transaction.

ARA LAW has advised Prem Durai Exports India, the garment division of PGC Industries & Group (PGC Group), in respect of its acquisition of a controlling stake in Switcher Holding SA, a Switzerland-based holding company engaged in retail of apparel mainly in the European market under the brand name ‘Switcher’ ‘Respect’ ‘Whale’. The acquisition has provided PGC Group with a foothold in the retailing business to the European market.

AZB & Partners has advised Matrix Partners India Investments LLC (Matrix) in respect of the issue to Matrix of equity shares representing in the aggregate 2 percent of the capital of Muthoot Finance Limited, the largest gold loan company in India. Partner Abhijit Joshi led the transaction which was valued at approximately US$17 million.

AZB & Partners has also advised Qualcomm Incorporated in respect of the availment by its subsidiary, Wireless Business Services Private Limited, of a facility, valued at approximately US$1 billion, from certain lenders for the purchase of Broadband Wireless Access spectrum which it won in an auction conducted by the Government of India’s Department of Telecommunications. Partner Vishnu Jerome led the transaction.

Baker & McKenzie has acted for the shareholders of Davis Langdon in Australia and New Zealand in respect of the company’s sale to AECOM Technology Corporation (AECOM). The agreement was announced on 5 August 2010. Davis Langdon provides cost and project management services to the property, construction and infrastructure industries in Africa, Australia, New Zealand, Europe, the Middle East and the US. AECOM provides global technical and management support services across a broad range of markets. The transaction, which is due to complete in October 2010, has involved the parallel sales of Davis Langdon operations in Australia and New Zealand, Europe and the Middle East, North America and Africa. Corporate partner Brendan Wykes led the transaction. Allens Arthur Robinson acted for AECOM Technology Corporation.

Baker & McKenzie.Wong & Leow has advised the Singapore subsidiary of Grandline International in respect of its acquisition of ibis Singapore, a prominent 538-room three-star hotel that opened in 2009. The Singapore hotel is the second-largest ibis hotel worldwide and the largest ibis hotel in Asia Pacific. It was purchased from Bencool 678 Ltd, a majority owner and a SPV backed by US firm The LaSalle Group, and AAPC Singapore Pte Ltd, a minority owner and part of the French hospitality giant Accor Group. The hotel will continue to be managed by the Accor Group, which is one of the world’s leading hotel management groups.

Clifford Chance has acted for funds advised by CVC Asia Pacific Limited and Standard Chartered Private Equity Limited in respect of the acquisition of the Avdel and Global Electronics & Commercial businesses from Acument Global Technologies. After completion of the deal, the businesses will trade as Infastech, one of the world’s largest producers of engineered mechanical fasteners headquartered in Singapore. Partner Andrew Whan led the firm’s advisory team.

Clifford Chance has also acted as transaction counsel for Emirates NBD PJSC (ENBD) in respect of its first ever securitisation of approximately AED1 billion (US$272m) of its auto loan portfolio in the UAE. The transaction involves the true sale of ENBD’s auto loans to private and commercial clients in the UAE. The ultimate notes are denominated in Japanese yen and have the benefit of a guarantee of principal repayments from Japan Bank for International Cooperation (JBIC). Partner Christopher Walsh led the firm’s advisory team. A team from Allen & Overy in London, led by partner Tim Conduit, advised Citi, which acted as the sole bookrunner on the transaction. A team from the firm’s Tokyo office, led by partner Jason Humphreys, acted as legal counsel to JBIC; whilst a further team from A&O, led by partner Morgan Krone, advised Citicorp Trustee Company as trustee for the transaction. Partner Anzal Mohammed provided Dubai law advice.

Corrs Chambers Westgarth and Minter Ellison have advised ESI Super (ESI) and SPEC Super (SPEC), respectively, in relation to their agreement to merge and create a A$3.4 billion (US$3b) fund. The merged fund will adopt SPEC’s administration model while ESI’s funds management and financial services team will be used to manage assets. Expected to be completed in March 2011, the merger will provide a number of benefits to members including more funds under management, presenting more investment opportunities at a lower cost, and cost savings of around A$2 million (US$1.8m) per year. The Corrs team was led by partner Christine Maher whilst the Minter Ellison team was led by partner Maged Girgis.

DLA Piper has represented Piper Jaffray as lead manager, and Cowen & Company, Oppenheimer & Co, and Newbridge Securities as co-managers, in respect of the IPO and NYSE listing of the shares of China New Borun Corporation, a leading producer of edible alcohol in the PRC. The IPO raised over US$40 million. The firm’s advisory team was led by Hong Kong partner Gene Buttrill, whilst the underwriters were advised by Commerce & Finance Law Firm as to PRC law.

Freshfields Bruckhaus Deringer has advised China Communications Construction Company Limited (CCCC) in respect of the acquisition by its subsidiary – Zhen Hua Engineering Co Ltd – of Friede Goldman United Ltd (F&G), one of the world’s leading providers of design services and equipment for offshore drilling rigs. The acquisition enhances not only CCCC Group’s world-leading early stage design capabilities, but also its ability to provide complex offshore construction solutions to Chinese and international customers. The firm’s advisory team included Hong Kong managing partner Ng Kay Ian and IP specialist partner Connie Carnabuci. The firm also acted on the financing with partner David Winfield leading the team representing HSBC.

Hogan Lovells has advised Petroleos de Venezuela (PDVSA) and Bandes (Ministry of Finance of Venezuela) in respect of two loan facilities from China Development Bank (CDB) with a combined value of US$20 billion. The financing involved oil sales contracts from PDVSA to China National United Oil (SINOIL), and required complex negotiations around three systems of law: the first US$10 billion facility is governed by English law; the second RMB70 billion (US$10b) facility is governed by Chinese law; and the oil contract are governed by Venezuelan law. The loans will be repaid with proceeds from the sale of 200,000 barrels of oil per day from PDVSA (on behalf of the Republic) to SINOIL. The transaction, which was formally signed in Caracas, Venezuela on 29 July 2010, represents the largest financing ever made by CDB and the largest Chinese financing in Latin America. The firm’s advisory team was led by partner Bruno Ciuffetelli in the Caracas office.

Khaitan & Co has advised HDFC Standard Life Insurance Limited in respect of the purchase of office premises, spread across 2 floors and covering a total carpet area of 71,242 square feet, in the ‘Lodha Excelus’ building, which is located in the prime business area of Mumbai. The purchase, valued approximately at US$43.5 million, was made from Suryakrupa Farms and Constructions Private Limited and Macrotech Constructions Private Limited. Partners Sudip Mullick and Savita Singh led the transaction.

Khaitan & Co has also advised China Development Bank (CDB) as the lender in respect of the external commercial borrowing (ECB) aggregating US$700 million granted to Aircel Limited, Aircel Cellular Limited and Dishnet Wireless Limited. The ECB was divided into two loan facilities of US$350 million each and will be utilized to finance the borrowers’ payment to their overseas Chinese suppliers. Senior partner Ravi Kulkarni and partners Upendra Joshi and Joy Jacob led the transaction.

Kim & Chang has represented The Korea Development Bank and other lenders in respect of a financing package extended to Pyeongtaek Energy Service Co Ltd (Pyeongtaek Energy) – a subsidiary of SK E&S Co Ltd – to finance the construction, development and operation of an 833 MW LNG-fired combined cycle power plant to be built in Gyonggi-do, Korea. The financing package comprises an extension of a senior credit facility, a mezzanine credit facility and a subordinated credit facility, and issuance of bonds which enables Pyeongtaek Energy to finance funds in the amount equivalent to KRW550 billion (US$464m). The transaction was led by partner Young-Kyun Cho.

Kim & Chang has also provided advice in respect of the refinancing of K Freesia, a vessel chartered by Korea Line Corporation. The senior tranche and junior tranche for the refinancing were valued at approximately US$133 million and US$33.3 million, respectively. The refinancing, which was necessitated by the lenders’ exercise of put options, has become the first sizeable ship financing project in Korea for 2010. Partner Hi-Sun Yoon led the firm’s advisory team.

Lee & Ko has advised KBIC No. 3 Private Equity Fund, which is managed by KB Investment Co Ltd, in respect of its KRW100 billion (US$85.8m) investment in WiBro Infra Co Ltd – a joint undertaking between KT Corp and Samsung Electronic Co Ltd – whose primary business is to install, sell and lease wireless broadband devices. Partner JW Lee led the firm’s private equity team.

Minter Ellison is advising Gloucester Coal Limited (Gloucester) in respect of its proposed A$437.5 million (US$394m) acquisition of the interests of Noble Group Limited (Noble) in the Middlemount Joint Venture, and in respect of its A$455 million (US$409.6m) equity capital raising. Middlemount JV owns the Middlemount project, an open-cut metallurgical coal development project located in Queensland’s Bowen Basin. The equity raising is not conditional on Gloucester shareholders approving the Middlemount acquisition. Noble is Gloucester’s largest shareholder and concurrently has a takeover offer for all the outstanding shares in the company it does not own, valuing Gloucester at approximately A$1 billion (US$899m). Gloucester’s proposal for the Middlemount JV does not affect that offer, which will remain open to Gloucester shareholders, but it does provide its shareholders with an alternative to consider – remaining a shareholder in the new Gloucester. Partners John Steven and Bart Oude-Vrielink are leading the firm’s corporate advisory team. A team from Clayton Utz, led by partner Rory Moriarty, is acting for Noble Group Limited.

Mori Hamada & Matsumoto has advised US-based private equity firm Kohlberg Kravis Roberts & Co (KKR) in respect of its agreement to acquire the Japan-based recruitment and consulting company Intelligence Ltd, for a consideration of JPY 32.5 billion (US$380m). The purchase, from listed Japan-based company Usen Corporation, which operates in broadcasting, contents delivery and recruitment consulting businesses, was completed on 29 July 2010 and has helped Intelligence to strengthen its business. The deal was led by Satoshi Kawai, Akiko Sueoka and Takayuki Kihira.

Mori Hamada & Matsumoto has also represented Unoh Inc, the Japan-based internet technology company and online social gaming provider, in respect of its sale to US-based online social gaming company Zynga Game Network Inc (Zynga). The acquisition is in line with Zynga’s plans for transforming the office in Tokyo into a strategic base for Japanese social game marketing. Zynga is a portfolio company of the US-based private equity firms Institutional Venture Partners, Tiger Global Management LLC, and Andreessen Horowitz. The deal was led by Atsushi Oishi, Yuko Noguchi and Manabu Katsumata.

O’Melveny & Myers LLP has represented the Special Committee of the Board of Directors of Solarfun Power Holdings Co Ltd (Solarfun), a leading manufacturer of solar PV cells and modules in China, in respect of a strategic transaction with Hanwha Chemical Corporation (Hanwha Chemical), which is a leading global chemical producer and an affiliate of one of Korea’s ten conglomerates, the Hanwha Group. The US$370 million transaction, which will give Hanwha Chemical a 49.99 percent stake in Solarfun, includes the issuance of approximately US$78 million newly issued shares by Solarfun as well as the exit sale by Solarfun’s two largest shareholders, its founding chairman Yonghua Lu and its largest investor Good Energies II LP. Solarfun intends to use the proceeds from the investment to fund its expansion plans and for general corporate purposes. Partners Doug Freeman, from the firm’s Hong Kong office, and Steven Tonsfeldt, from the firm’s Silicon Valley office, led the transaction.

Rajah & Tann has advised A-Bio Pharma Pte Ltd (A-Bio) in respect of the S$12.5 million (US$9m) subscription, by SGX-ST listed Luye Pharma Group Ltd (Luye Pharma) and Biomedical Sciences Investment Fund Pte Ltd (BMSIF), of Series B preferred shares in A-Bio, which is principally engaged in providing contract research, process development and manufacturing services to pharmaceutical and biotechnology companies which are developing mammalian-cell derived biological drugs. Prior to the investment, A-Bio was wholly-owned by BMSIF. Partner Danny Lim led the transaction. KhattarWong and Shook Lin & Bok LLP advised Luye Pharma.

Run Ming Law Office has advised Bank of Communions Finance Leasing Co Ltd (BCFL), a subsidiary of the publicly listed Bank of Communications, in respect of the financing and delivery of a new A320 aircraft. The aircraft was delivered to Spring Airlines on 29 July 2010. The transaction used a brand-new finance lease structure which involves the setting up of a special purpose vehicle established by BCFL in the Shanghai Integrated Free Trade Area. Executive partner Liu Yi led the firm’s advisory team.

Stamford Law Corporation is advising protection and waste recovery solutions specialist Sino-Environment Technology Group Limited (Sino-Environment) in respect of a non-binding memorandum of understanding entered into by its judicial managers with a consortium of investors represented by Hong Kong firm HLM Consulting Company (HLM). The investors have proposed to acquire a 51 percent majority stake in Sino-Environment on a fully diluted basis for S$7 million (US$5m). According to the judicial managers, HLM has agreed to work together with them to recover the company’s assets in the PRC as the pre-condition to subsequent definitive agreements on the proposed investment. As part of the proposed investment terms, the investors would also deposit to an escrow agent a sum of money which would be paid to Sino-Environment should the investment fail to complete. Directors Ashok Kumar and Soh Chun Bin lead the team.

Weil, Gotshal & Manges LLP has represented China Media Capital (CMC), China’s first private equity fund with a focus on investment in the media industry, in respect of its agreement with News Corporation to acquire a controlling stake in three Chinese television channels (Xing Kong, Xing Kong International and Channel [V] Mainland China) and News Corporation’s Fortune Star Chinese movie library. CMC seeks to identify investment opportunities in media businesses, both in China and internationally, and the agreement represents its first investment project. The firm’s advisory team included partners Peter Feist and Henry Ong of the Hong Kong office, Kevin Ban of the Shanghai office and Jeffrey Osterman of the New York office.

WongPartnership LLP has acted as Singapore counsel for a consortium comprising TPG Capital and The Carlyle Group in respect of a winning A$1.7 billion (US$1.5b) bid to acquire all of the ordinary shares in Healthscope Limited, a leading private healthcare provider in Australia, under a Scheme of Arrangement. The buyout is the first major private equity deal in Australia since 2007. Partner Chan Sing Yee acted on the matter.

WongPartnership LLP has also acted for Peak Retail Investments Pte Ltd in respect of its voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of RSH Limited. Partners Ng Wai King, Susan Wong, Choo Ai Leen and Linda Wee acted on the matter.

Weerawong, Chinnavat & Peangpanor Ltd has acted as Thai counsel to Credit Suisse and The Royal Bank of Scotland, as the initial purchasers, in respect of the issuance of US$500 million bonds by PTTEP Australia International Finance Pty, a subsidiary of PTT Exploration & Production Plc (PTTEP) which has guaranteed the bonds. The issuance was made pursuant to Rule 144A/Regulation S of the US Securities Laws and was closed on 20 July 2010. Partner Peangpanor Boonklum led the transaction. White & Case LLP acted as international counsel.

Weerawong, Chinnavat & Peangpanor Ltd has also represented the syndicated lenders – led by Bangkok Bank Plc, KASIKORNBANK Plc, TMB Bank Plc and TISCO Bank Plc – in respect of the THB13.5 billion (US$400m) credit facilities extended to True Visions Group Co Ltd (True Visions), a subsidiary of True Corporation Plc which is the largest cable TV, fixed-line and internet provider and one of the largest mobile phone operators in Thailand. True Visions will utilize the credit facilities to refinance all existing debt obligations within its Pay TV Group. The deal was closed on 15 June 2010. Partners Weerawong Chittmittrapap, Kulachet Nanakorn and Troy Schooneman led the transaction.