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Deals – 3 September 2009

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Allen & Gledhill has advised ARA Asset Management (Singapore) Limited, as manager of Fortune Real Estate Investment Trust (Fortune REIT), in relation to the fully underwritten and renounceable one-for-one rights issue of more than 824.8 million new units in Fortune REIT. The rights issues is expected to raise gross proceeds of approximately HK$1.889 billion (approx US$243.7m), of which HK$1.591 billion will be used to partially fund the acquisitions of Metro Town, Carribean Bazzar and Hampton Loft in Hong Kong. The firm is also advising Cheung Kong (Holdings) Limited (CKH), which is the sponsor of Fortune REIT. As part of the transaction, Fortune REIT is acquiring Metro Town from one of CKH’s wholly-owned subsidiaries and a third party. Partners Jerry Koh, Chua Bor Jern and Foong Yuen Ping were involved in advising.

Allen & Gledhill has also represented SP AusNet in connection with its non-renounceable pro-rata entitlement offer made to eligible retail security-holders in Singapore. Under the terms of the offer, eligible security-holders can subscribe for new stapled securities offered for issue at a price of S$0.86 cents (approx US$0.59) each. Partners Yeo Wico and Shawn Chen were involved.

Finally, Allen & Gledhill LLP has acted for LaSalle Asia Opportunity II S.A.R.L. in respect of its signing of a share purchase agreement for the disposal of a 100 percent stake in Quayside Gem Limited (Quayside). Quayside is the holding company of Merchant Quay Pte Ltd, which owns Swissotel Merchant Court Singapore. Partner Steven Seow led the transaction, which was valued at approximately S$260.04 million (approx US$180.5m).

Amarchand & Mangaldas & Suresh A. Shroff & Co has acted for Wockhardt Hospitals Limited (Wockhardt) in connection with the slump sale of ten Wockhardt hospitals located in Bangalore, Mumbai and Kolkata, and four nursing schools and colleges. Indian firm Vaish Associates Advocates represented Fortis Hospitals Limited, a subsidiary of Fortis Healthcare Limited, which purchased the hospitals. The sale was conducted pursuant to a business transfer agreement and valued at INR 909 crores (approx US$185.3m). Following completion of the sale, Fortis will become the second largest private healthcare provider in India. Managing partner Cyril Shroff and partner Nivedita Rao led the Amarchand team, whilst the Vaish team was led by Mumbai-based partner Bomi F. Daruwala.

AZB & Partners has acted for JP Morgan Chase Bank NA (JP Morgan), as senior administrative agent to the lenders, and Disney Enterprises Inc (Disney), as subordinate administrative agent to the lenders, in connection with the joint venture between Dreamworks Studios and Reliance Big Entertainment Ltd (Reliance) to establish a new film production studio. A syndication of banks sourced by JP Morgan and Disney will provide equity and debt financing to Reliance for investment under the initial phase of financing for the project. Partners Rajendra Barot and Shameek Chaudhuri were involved in advising on the deal, for which total consideration has been valued at approximately US$825 million. Other law firms involved in advising parties to the transaction were Morgan, Lewis & Bockius LLP (for JP Morgan), Mayer Brown LLP (for Disney), Stroock & Stroock & Lavan LLP, Cravath, Swaine & Moore LLP and Bharucha & Partners.

AZB & Partners has also advised Tata Teleservices Limited (Tata) in connection with the divestment of its 49 percent stake in Wireless TT Info Services Limited (Wireless), a company engaged in the passive telecom infrastructure business. The divestment was comprised of a sale of equity shares in Wireless by TATA and TATA Sons Limited to Quippo Telecom Infrastructure Limited (QTIL) and three other entities, and the de-merger of the passive telecom infrastructure business of QTIL into Wireless by way of a Court approved scheme under which equity shares of Wireless will be issued to shareholders of QTIL. Partners Abhijit Joshi and Vaishali Sharma were involved in the transaction which was valued at approximately INR 6350 crores (approx US$1.3b).

DLA Piper has acted for China-based American Diary, a leading distributer of premium infant formula and milk powder and soybean products, in respect of the US$63 million financing provided to the company by private equity investment firm Sequoia Capital (Sequoia), which was represented by Skadden, Arps, Slate, Meagher & Flom LLP. Pursuant to the terms of the Partial Investment of Private Equity (PIPE) transaction, which was closed on 26 August 2009, American Diary will issue 2.1 million shares of common stock to Sequoia in exchange for US$47 million in cash and the conversion of a US$16 million bridge loan. DLA Piper’s advisory team included Beijing-based Rocky Lee, head of its Asia Venture & Private Equity practice, and Seattle-based partner Matt Adler. The Skadden team was led by China corporate partners Jon Christianson, head of the firm’s Beijing office, and Peter Huang.

Harry Elias Partnership has advised the unconflicted directors of Tsit Wing International Holdings Limited (TWI), a company which distributes grocery supplies, branded coffee and tea machines, and instant beverage products to the consumer market, in relation to its voluntary delisting from the Official List of the Singapore Exchange Securities Trading Limited. The delisting follows a formal proposal by Fair Link Investments Limited (Fair Link) to TWI’s board of directors, under which it was stipulated that Mitsubishi UFJ Securities (Singapore) Limited would, on behalf of Fair Link, make an exit offer to acquire all the shares in TWI. Partners Claudia Teo and June Ho led the firm’s team in advising on the deal.

Herbert Smith has advised China Petroleum & Chemical Corporation (Sinopec) in relation to its acquisition of certain assets and equity interests from Asset Management Company (AMC), a wholly-owned subsidiary of Sinopec’s controlling shareholder China Petrochemical Corporation. The transfer agreements for the deal, which was valued at RMB 3.946 billion (approx US$506m), were signed on 21 August 2009. One of the largest listed crude oil and petrochemical companies in Asia, Sinopec has upstream, midstream and downstream operations and it is the first PRC company publicly listed on the stock exchanges of Hong Kong, Shanghai, New York and London. Corporate partner Tom Chau led the transaction.

JSM has advised CITIC Pacific Limited (CITIC Pacific) in connection with its acquisition of all the minority interests in its subsidiaries related to the Jiangyin Special Steel Mill. Led by partner Derek Tsang, the transaction was announced by CITIC Pacific on 24 August 2009 and has been valued at a total consideration of more than RMB 1.522 billion (approx US$222.8m).

Khaitan & Co has advised Parth Amin and Others, promoters of SLK Global BPO Services Private Limited (SLK), in relation to the increase of investment in SLK by Fifth Third Bank (FTB), to a 49 percent stake. FTB was already a minority shareholder in SLK, an IT Enabled BPO services in Banking and Title assurance sector, prior to this transaction taking place. Partner Rajiv Khaitan led the firm’s team in advising on the transaction, which was completed for a confidential sum.

Mallesons Stephen Jaques has advised Maryborough Sugar Factory (MSF) on its proposed off-market takeover offer of Tully Sugar (TS). Consideration for the offer, payable to TS’s shareholders in shares with 13 MSF shares to be received for each TS share, values TS’s equity at approximately A$90.4 million (approx US$75.6m). Partner John Humphrey led the firm’s team in advising on all aspects of the transaction which, if successful, will produce the first listed ‘pure sugar’ company of significant size on the Australian Stock Exchange.

Mallesons Stephen Jaques has also acted for Metro Trains Melbourne (MTM), a consortium comprising MTR Corporation of Hong Kong, United Group Rail and John Holland, in respect of its successful tender to operate the Melbourne Metropolitan Train system. Under the terms of the signed agreement with the State of Victoria, which marks the culmination of a worldwide tender process, MTM will operate the city’s train system for an eight year period from 30 November 2009. The firm’s advisory team was led by Melbourne-based partner Cheng Lim and included partners Louis Chiam, Philip Ward and Michelle Levy. The firm will continue to advise MTM on transition arrangements with the State of Victoria and the outgoing operator.

Milbank, Tweed, Hadley & McCloy LLP has represented Morgan Stanley as global coordinator, and CIMB, Citi and Morgan Stanley as joint bookrunners, in respect of the US$4.5 billion bond offering by Malaysia’s Petroliam Nasional Berhad (Petronas). The offering by Petronas, one of the world’s largest oil companies, consisted of US$3 billion senior unsecured 10-year notes and Shari’ah-compliant five-year Ijara Sukuk Trust Certificates valued at US$1.5 billion. The first global corporate Sukuk in 2009, the transaction has also been heralded as the largest Asia ex-Japan issue in the last five years and one of the two largest global Sukuks ever. Singapore-based partner Naomi Ishikawa led the firm’s team in advising on the deal, which was significantly oversubscribed.

Nishith Desai Associates has advised Flakt (India) Limited (Flakt), the Indian arm of the leading Luxembourg-based global air ventilation equipment manufacturer FlaktWoods Group, in connection with its acquisition of the air management systems business of Caryaire Equipments India Private Limited (Caryaire). Under the terms of the deal, Flakt has the perpetual right to use the trademark ‘Caryaire’. Following the transaction, the company intends to create a new Flakt Woods Air Climate Division to house the newly acquired business.

Nishith Desai Associates has also acted as domestic counsel to Orbit Corporation Limited (Orbit), a listed company primarily involved in the development of real estate projects in the Mumbai Metropolitan Region, in respect of its issuance of equity shares to certain qualified institutional buyers by way of a qualified institutions placement. Kotak Mahindra Capital Company Limited, Macquarie Capital Advisers (India) Private Limited and Edelweiss Capital Limited were the global coordinators and book running lead managers to the issuance, which raised approximately INR 1,450 million (approx US$30m).

Pinsent Masons has acted for Power Sector Assets and Liabilities Management Corporation (PSALM), the government agency responsible for handling the sale of the Philippines’ National Power Corporation’s assets, in relation its US$1.763 billion privatisation. The bidding of PSALM’s privitisation was completed on 28 August 2009 and, involving the award of Independent Power Producer Administrator contracts, has been pronounced as the largest of its kind worldwide. San Miguel Energy Corporation (SMEC) was the successful bidder for the IPP Administrator role for the 1000 megawatt (MW) Sual coal fired power plant in Pangasinan, whilst Therma Luzon Inc, a subsidiary of Aboitiz Power Corp, secured the deal for the 700 MW Pagbilao coal-fired power plant in Quezon. Partner John Yeap led the firm’s team in advising, with partner Stuart Barr also involved.

Simmons & Simmons has advised Tiger Global Management (Tiger) in relation to the sale of leading Arab online community Maktoob.com to Yahoo!. Following the recent announcement of a definitive sale agreement, the transaction is expected to close in the fourth quarter of 2009. Led by corporate partner Nick Watson from Dubai, the firm worked alongside Tiger’s US legal counsel Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP. Other partners from the firm’s Dubai office were also involved, including TMT partner Alexander Shepherd, corporate partner Vanessa Abernethy and banking partner Eric Milne.

Stamford Law Corporation has advised the Singapore Government in relation to its landmark divestment of the Senoko Incineration Plant (the plant). The tender was awarded to Keppel Integrated Engineering Limited (KIE) on 14 September 2008 however, due to existing market conditions, the divestment was carried out by a trade sale instead of a public listing. The trade sale was completed on 1 September 2009 within the indicative price of S$462 million (US$320m). The plant is now held in Senoko Trust with KIE as the sponsor and investor. Partners Bernard Lui and Yap Wai Ming led the transaction.

Stamford Law Corporation is acting as transaction counsel in respect of the proposed joint venture between The Lexicon Group Limited (Lexicon) and Tom N Toms Global Holdings Limited (TNT Global) to establish a company in Singapore to operate coffeehouses under the “Tom N Toms” brand. There are numerous Tom N Toms outlets across South Korea, and the joint venture will also market the franchise within 21 countries in Eastern Europe and South-east Asia. Under the terms of the deal, Lexicon will contribute cash whilst TNT Global, the exclusive master franchisee of the Tom N Toms franchise outside Korea, will grant perpetual exclusive rights to the franchise. Partner Bernard Lui is leading the transaction.

Troutman Sanders LLP has represented the underwriters and both ICBC International Capital Limited (ICBCI) – as sponsor, global coordinator and bookrunner – and ICBC International Securities – as lead manager – in connection with the global offering and listing of Sundart International Holdings Limited (Sundart) on the Hong Kong Stock Exchange. Valued at HK$602 million (approx US$77.6m), the global offering was more than 700 times over-subscribed. 144 million shares were offered by Sundart, an integrated fitting-out contractor which provides contracting services for sizeable residential and hotel projects. The firm’s team was led by the head its Greater China practice, Hong Kong-based partner Olivia Lee.

White & Case LLP has acted as international counsel to Coveright Surfaces Group (Coveright), the leading international supplier of decorative surfaces and coverings, in respect of the sale of its Malaysian subsidiary, Coveright Surfaces Malaysia Sdn Bhd, to Analabs Resources Berhad (Analabs). The sale of the subsidiary to Analabs, which is primarily engaged in the recovery and sale of recycled products, the formulation, repackaging, and warehousing of agricultural chemicals and the trading of industrial chemicals, was valued at RMB 40 million (approx US$11.3m). Partners William Kirschner (Singapore), John Runkles (London) and David Llewelyn (Singapore/London) were involved in the deal, with Coveright also advised by Zaid Ibrahim & Co as to Malaysian law.

WongPartnership LLP has acted for DBS Bank Ltd (DBS) as the sole lead manager and bookrunner of Swiber Holdings Limited’s issuance of up to US$100 million in aggregate principle amount of 5 percent convertible bonds due 2014. The aggregate amount includes an option granted to DBS to up-size the issue by an additional US$22 million, which may be exercised up until the date of the bonds issue. Partners Hui Choon Yuen and Winston Wong led the transaction.

WongPartnership LLP has also acted as Singapore counsel to Babcock and Brown Limited in connection with the £12.95 million (approx US$21.1m) acquisition of Big Orange Self Storage Fund by Invista International Fund LP. Partners Vivien Yui and Monica Yip were involved.

Finally, WongPartnership LLP has acted for Morgan Stanley Private Equity group, which has formed a consortium with the controlling shareholders of Sihuan Pharmaceutical Holdings Group Ltd (SPHG), in relation to making a voluntary cash offer (through China Pharma Limited) for all the shares in SPHG. Partners Ng Wai King, Quak Fi Ling and Christy Lim led the transaction.

Deals – 10 September 2009

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Allen & Gledhill LLP has advised Singapore Petroleum Company Limited (SPC) in relation to the acquisition of over 234.5 million issued shares in the company by PetroChina International (Singapore) Pte Ltd (PC), an indirect wholly-owned subsidiary of PetroChina Company Limited. The shares in SPC were sold by Keppel Oil and Gas Services Pte Ltd. PC has subsequently made a mandatory general cash offer to acquire all the issued shares in SPC, with an offer price of S$6.25 per share, which values SPC at approximately S$3.23 billion (approx US$2.2b) and makes the takeover offer one of the largest in Singapore corporate history. Partners Andrew Lim and Steven Lo were involved.

Allen & Overy LLP has acted for the joint-lead managers, Standard Chartered Bank (Thai) Public Company Limited and Bangkok Bank Public Company Limited, in relation to the THB12 billion senior unsecured debenture issued by Bangkok Mass Transit System Public Company Limited (BTS). The largest bond offering in the transportation and logistics sector in Thailand this year, the bonds consist of five groups with interest rates ranging from 4.75 percent per annum for a three-year term to 6.75 percent for a seven-year maturity. Partners Stephen Jaggs and Suparerk Auychai worked on the transaction, from which funds raised will be used to pay BTS’s existing debts.

Allens Arthur Robinson has acted for the syndicate banks – Bank of China (Hong Kong), ANZ, Bank of China (Macau Branch) and Nanyang Commercial Bank – in relation to a A$510 million (approx US$439.1m) syndicated loan to Cheung Kong Infrastructure Finance (Australia) Pty Limited (CKI Australia). Guaranteed by its listed parent company Cheung Kong Infrastructure Holdings Limited (CKI), which is the largest publicly listed infrastructure company in Hong Kong, the loan will be used to refinance CKI Australia’s existing loans. Hong Kong-based partner Matthew Barnard led the team advising the syndicate of lenders.

Allens Arthur Robinson has also acted for the lenders – Natixis, Bank of East Asia, Wing Lung Bank, China Merchants Bank and Bank of China (Macau Branch) – in respect of the US$145 million (approx US$124.3m) syndicated loan to Right Lane Limited (Right Lane). The loan, which will be used to repay the company’s medium-term US private placement debt and existing facilities, has been guaranteed by Right Lane’s parent company, PRC entity Legend Group Holdings Limited. Hong Kong-based partner Matthew Barnard led the firm’s advisory team.

Clifford Chance has advised leading telecommunications provider Telefónica on a strategic alliance with China Unicom (CU), which will see the two companies develop a combined customer base of over 550 million people. The firm also advised the company on a mutual investment agreement with CU, under which each company will invest the equivalent of US$1 billion in the other party through the acquisition of shares. As a result of the transaction, Telefónica’s shareholding in CU will increase to approximately 8 per cent from 5.38 per cent, whilst CU will hold around 0.89 percent of Telefónica shares. Partner Cherry Chan advised.

DLA Piper is advising CITIC International Assets Management Limited (CITIC IAM) in relation to its ¥450 million purchase of new shares in Merchant Bankers Co Limited (MBC), a company listed on the Osaka Stock Exchange. This is one of CITIC IAM’s first investments in a Japanese public company, with its long-term investment strategy predominantly focused on China. This transaction will strengthen both companies’ competitive positions through mutual access to networks in China and Japan. The deal is led by Koji Ishikawa from the firm’s Tokyo office.

DLA Piper has advised China Natural Gas Inc (CNG) in respect of its US$50 million offering on the NASDAQ Global Market on 9th September 2009. The offering of over 5.7 million shares of common stock was completed through a confidential roadshow to institutional investors in the United States, with Roth Capital acting as sole bookrunner. CMG will use the proceeds for, amongst other things, the construction of a liquefied natural gas facility and the acquisition of fueling stations and transport trucks. Partners Gene Buttrill and Rocky Lee led the firm’s advisory team, with support from several US-based partners.

Gibson, Dunn & Crutcher has represented India-based Spice Group in its acquisition of approximately 20 percent of the controlling stake in Singapore-based VoIP provider Mediaring Ltd, a public company listed on the Singapore Stock Exchange. The transaction was valued at US$42 million.

Luthra & Luthra Law Offices has advised Arcelor Mittal in relation to the decision by its Dutch subsidiary to enter into a co-promotion agreement with the existing owners of one of India’s largest value-added steel manufacturers, Uttam Galva Steels Limited (Uttam). The transaction, valued at INR 500 crores (US$130m) has triggered a mandatory tender offer which is currently underway. The share purchase agreement will provide a controlling stake in Uttam. The firm’s advisory team included founder and managing partner Rajiv Luthra, finance partner Sundeep Dudeja and projects partner Sameen Vyas.

Mallesons Stephen Jaques has represented the senior and mezzanine financiers with regards to the AquaSure Consortium appointed by the Victorian Government to design, finance, construct and operate Australia’s largest desalination plant. Set to be one of the largest PPPs closed this year, lead partner Jeff Clark has commented that the consortium “was able to attract a large group of financiers from around the world to participate in a novel financing structure which will be sure to set a benchmark for future projects.” Partners James Forrest, Louis Chiam, David Wood and Jonathan Oldham were also involved.

Minter Ellison has advised two major Australian banks in respect of a A$640 million (approx US$550.5m) financing to the Lend Lease-managed Australian Prime Property Fund Commercial (APPFC), which will enable APPFC to finance completion of two projects in Sydney’s CBD, one project in Melbourne, and refinance existing corporate facilities that were due to expire. Sydney-based finance partner Keith Rovers led the firm’s team in advising, whilst Freehills advised APPFC.

Minter Ellison has also advised Gold Fields Limited, one of the world’s largest unhedged producers of gold, in connection with its sale of a 19.9 percent stake in Sino Gold Mining Limited (Sino Gold), an Australian public company focused on the exploration and production of gold in China. Valued at US$282 million, the stake was purchased by Eldorado Gold Corporation (Eldorado), a gold producer active in exploration and development in Brazil, China, Greece, Turkey and surrounding regions. The deal provides Eldorado with a strategic stake in Sino Gold, which it has subsequently proposed to take over. Sydney-based partner James Philips led the firm in advising. Freehills advised Eldorado.

Nishith Desai Associates has acted as legal and tax counsel to private equity fund Lightspeed Venture Partners VIII Mauritius, which has led the US$10 million Series B round of funding in ITZ Cash Card Ltd (ITZ). A multi-purpose pre-paid card company, ITZ was established in 2004 and offers prepaid cards and cashless payment solutions for individuals and businesses. Existing investors Matrix Partners India and Intel Capital participated in the round of funding.

Nishith Desai Associates has also represented real estate private equity fund INDIAREIT Domestic Fund – Scheme I in relation to its investment in Samira Getaways Private Limited, a joint venture with Samira Constructions Limited. Nishchal Joshipura, head of the firm’s real estate practice, led the team in advising on the investment, which will be used for the development of approximately 41 acres of land in Mumbai and Alibagh.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Dainippon Sumitomo Pharma Co Ltd (DSP), a publicly traded pharmaceutical company in Japan, in respect of its decision to acquire Sepracor Inc, a NASDAQ-listed pharmaceutical company. Valued at approximately US$2.6 billion, the acquisition will be effected through a cash tender offer and followed by a back-end merger. Whilst Sepracor will retain its name and branding, the acquisition will provide DSP with a platform to build a significant pharmaceutical business in the United States. Tokyo-based corporate partner Kaye Yoshino is involved, in addition to partners from the firm’s New York office.

Stamford Law Corporation has advised Compact Metal Industries Ltd (Compact), a SGX-ST Mainboard listed company and one-stop aluminium specialist for the aluminium architectural products industry, on its renounceable non-underwritten rights cum warrants issue. Expected to raise proceeds of approximately S$18 million (US$13.1m), the issue has been formulated on the basis of 3 rights shares with free detachable warrants for every 10 existing ordinary shares. Partner Bernard Lui led the transaction.

Stamford Law Corporation has also acted for C2O Holdings Ltd (C2O), an offshore oil and gas marine services provider, in respect of its placement of up to 128 million new ordinary shares. The Catalist-listed company expects to raise gross proceeds of about S$60 million (US$41.5m) which will be used for, amongst other things, the acquisition of vessels and M&A activity.

Stamford Law Corporation has represented Singapore Mainboard-listed company ecoWise Holdings Limited, in connection with its S$11.4 million (US$7.9m) placement of new shares. The environment player intends to use the proceeds for funding existing and future projects, as well as general working capital. Director Bernard Lui led the transaction.

In addition, Stamford Law Corporation has advised F&N Dairy Investments Pte Ltd (F&N Diary) in relation to the divestment of its 100 percent shareholding in Tien Chun Pte Ltd (TC), a Singapore-incorporated investment holding company which owns 55 percent of PaediaNutrition Company Limited (PN), to China Dairy Group Ltd (CDG). The transaction, valued at S$5.8 million (US$4m), included an assignment of all the shareholder loans owing by TC to F&N Diary. Director Ng Joo Khin led the advisory team.

Lastly, Stamford Law Corporation has acted for Singapore Mainboard-listed Ying Li International Real Estate Limited (Ying Li) in respect of its private placement of 107 million new shares. The property development company will use the gross proceeds of the placement, which it estimates to be around S$30 million (US$20.8m), to fund its flagship development, the International Financial Centre (IFC) which, once completed, will be the tallest building in South-western China. Director Soh Chun Bin advised.

WongPartnership LLP has acted for Olam International Limited (Olam) in respect of its proposed issue of US$400 million 6 percent convertible bonds due 2016. Convertible into new ordinary shares in the capital of Olam, the bonds have been fully placed to institutional and sophisticated investors. Already the third largest convertible bond offering issued in Asia (ex-Japan) this year, the joint lead managers also have an option to increase the size of the issue by up to US$100 million. Partners Rachel Eng and Colin Ong led the transaction.

WongPartnership LLP has also acted for Genentech, Inc, a member of the Roche Group, in connection with the acquisition of Lonza Biologics Singapore Pte Ltd through its Singapore subsidiary, Genentech Singapore Pte Ltd. Partners Ng Wai King, Quak Fi Ling, Dorothy Marie Ng, Tay Peng Cheng and Leung Yew Kwong advised on the transaction.

Finally, WongPartnership LLP has advised Sports Services Ltd, part of Haw Par Corporation Limited, in relation to the tender to design, develop and operate the Changi Motor Sports Hub. Expected to be completed by the end of 2011, the sports hub will be the first fully integrated, permanent race track for Asia. Partners Ian de Vaz and Linda Low led the matter.

Yulchon has represented Hana Bank in the establishment of a medium term note programme, under which Hana Bank issued RM 1 billion notes in Malaysia with the backing of a payment guarantee issued by the Government of the Republic of Korea. The firm’s advisory role included reviewing all related Korean regulatory issues, advising on the scope and effect of the government guarantee, and negotiating the commercial terms of the note documents. The firm’s advisory team was led by attorneys Hyo Young Kang and Christopher Cho.

Deals – 17 September 2009

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ABNR has represented Credit Suisse as underwriter of PT Gajah Tunggal Tbk and its subsidiary GT 2005 Bonds BV, in connection with the successful completion of an exchange offer and consent solicitation of outstanding Guaranteed Secured Bonds. Approval has been obtained from bondholders to exchange all the outstanding bonds due 2010 for approximately US$435 million in guaranteed callable step-up bonds of the issuer due 2014. The firm also represented The Hongkong and Shanghai Banking Corporation (HSBC) as the security agent on this deal. Partners Ferry P. Madian and Chandrawati Dewi advised Credit Suisse whilst partner Zacky Z. Husein led the team in advising HSBC.

Allen & Gledhill LLP has advised Indiabulls Property Management Trustee Pte Ltd, as trustee-manager of Indiabulls Properties Investment Trust (IPIT), in respect of the proposed underwritten 53-for-100 renounceable rights issue of 1.25 billion new units in IPIT. The issue is expected to raise gross proceeds of approximately S$200 million (approx US$141.8m). Partners Jerry Koh, Foong Yuen Ping and Chua Bor Jern were involved.

Allen & Gledhill LLP has also advised FSL Trust Management Pte Ltd (FSL), as trustee-manager of First Ship Lease Trust (FSL Trust), in respect of the placement of 80 million new units in FSL Trust. The placement has raised net proceeds of up to S$40.9 million (approx US$29m). This is the first placement of new units in a business trust involving the declaration of a stub distribution. Partner Leonard Ching led the firm’s advisory team.

Allen & Gledhill LLP has acted as Singaporean counsel to PSA International Pte Ltd (PSAI) in respect of its issuance of US$500 million 4.625 percent notes due 2019, under its US$3.5 billion Global Medium Term Note Programme. The dealers for the issue of the notes were DBS Bank Ltd, JP Morgan (SEA) Limited and Nomura International plc. Partners Tan Tze Gay and Glenn Foo were involved in advising PSAI.

Finally, Allen & Gledhill LLP is advising Chartered Semiconductor Manufacturing Ltd (CSM) in respect of its entry into an implementation agreement with ATIC International Investment Company LLC (ATIC) to effect the proposed acquisition by ATIC of all the issued ordinary shares in the capital of CSM. Conducted by way of a scheme of arrangement, the transaction represents an equity value of approximately S$2.5 billion (approx US$1.7b), whilst the total value of the transaction is approximately S$5.6 billion (approx US$3.9b). The firm is also advising Temasek Holdings (Private) Limited (Temasek), which owns approximately 62 percent of all the shares and has given an irrevocable undertaking to vote in support of the transaction. Partners Prawiro Widjaja and Song Su-Min are advising CSM, with partner Daren Shiau providing competition law advice. Partners Lim Mei and Lee Kee Yeng are advising Temasek, whilst partners Andrew M. Lim and Hilary Low are advising Citigroup Global Markets Singapore Pte Ltd, one of the joint financial advisors to CSM.

Baker & McKenzie has acted for Ironbridge Capital (IC) in respect of the recapitalisation of Bravura Solutions Limited (Bravura), a leading global supplier of wealth management applications and professional services. Completed on 7 September 2009, the recapitalisation comprised a non-renounceable rights issue raising approximately A$33.4 million (approx US$29.1m), a grant of options to IC entitling it to subscribe to over 86 million Bravura shares, and IC lending funds to entities controlled by two Bravura directors. Partner Mark McNamara, head of the firm’s private equity group in Australia, led the team in advising, with assistance from private equity partner Simon De Young and banking & finance partners Howard Fraser and Bryan Paisley.

Baker & McKenzie is acting as Hong Kong counsel to ARA Asset Management (Singapore) Limited, as manager of Fortune Real Estate Investment Trust (Fortune REIT), on the proposed acquisition of three retail properties in Hong Kong for a total consideration of over HK$2 billion (approx US$258m). The properties – Metro Town, Caribbean Bazaar and Hampton Loft – comprise a total gross rentable area of 318,574 sq. ft with completion of the acquisitions subject to, among other things, approval of unit-holders of Fortune REIT. DBS Bank Ltd and Standard Chartered Bank (Hong Kong) Limited have provided Fortune REIT with letters of commitment with respect to new loan facilities to be used in part to finance the acquisitions. Fortune REIT has also simultaneously launched a fully underwritten and renounceable rights issue in Singapore. Partners Milton Cheng, Jason Ng, Debbie Cheung and Andrew Lockhart are involved.

Additionally, Baker & McKenzie has advised Tokyo Gas Co Ltd in connection with its recent investment into Australia’s Gorgon Project, which is said to be the country’s largest resources project in history. The investment included an acquisition from Chevron Corp of a 1 percent equity interest, and a long-term LNG sale and purchase agreement for the purchase of 1.1 million tonnes from the Gorgon Project per year for 25 years, commencing in 2014. The firm’s team was led by Tokyo-based partners Paul Davis and Anne Hung who advised on the acquisition and the LNG purchase respectively.

Clifford Chance has advised JP Morgan on the first issue of straight high yield debt in Asia in the past year. Closed on 10 September 2009, the 11.75 percent, five-year deal for Chinese property developer Country Garden is worth US$300 million. Hong Kong-based partner Alex Lloyd, who led the team in advising, has commented of the transaction, “It is the most significant of recent positive signals that Asia’s capital markets are returning to normal after the financial shocks of 2008.” Singapore partner Joan Janssen acted as the Singapore listing agent for the issue.

K&L Gates LLP has advised the YGM Group (YGM) in respect of its acquisition of the Asian IP rights in Aquascutum, the luxury British clothing brand, from Japanese company Renown Incorporated. Upon completion of the £13.7 million (approx US$22.5m) deal, YGM will hold all rights in the intellectual property owned by Aquascutum in 42 territories throughout Asia which it can use exclusively in advertising, marketing and promoting products and services. London-based corporate partner Jeremy Landau led the firm’s team in advising on the transaction, with London-based banking partner Richard Hardwick and Hong Kong-based corporate partner Navin Aggarwal also involved.

Khaitan & Co has advised Suzlon Green Power Limited in relation to its sale to Techno Electric and Engineering Company Limited of its wholly-owned subsidiary Super Wind Project Private Limited, a company engaged in the business of developing and operating 45 MW capacity wind farms. The transaction is valued at approximately US$48 million. A unique feature of the transaction was that one factor in determining the value of the deal was the amounts receivable from the state electricity utilities on account of enhanced tariff pursuant to the order of the Tamil Nadu Electricity Regulatory Commission. Partners Haigreve Khaitan and Upendra Joshi advised.

Khaitan & Co has also advised DSP Merrill Lynch Limited as global coordinator and one of the book running lead managers in relation to the initial public offering of Adani Power Limited. Raising approximately US$620 million, the IPO was the first transaction of such size since the start of the recession, and first transaction under the Anchor Investor scheme. The offering was oversubscribed for each of the portions reserved for qualified institutional buyers, non-institutional investors and retail investors. Partner Nikhilesh Panchal was involved.

In addition, Khaitan & Co has advised leading Indian tyre manufacturing company CEAT Limited and its associated companies in relation to a buy-out of the 36.84 percent stake held by its joint venture partner, Associated Motorways Ltd Sri Lanka, in Associated CEAT Holdings Company (Private) Limited.

Finally, Khaitan & Co has advised on the acquisition and sale of the power division of Dhariwal Infrastructure Private Limited, India (DIPL), which is in the process of setting up a 600 MW thermal power generating station in Maharashtra, to CESC Limited, India (CESC). The acquisition and sale of the 100 percent equity stake in DIPL to CESC, which is involved in the business of generation, distribution and supply of electricity, is valued at approximately US$65 million.

Mallesons Stephen Jaques has advised Deutsche Bank as underwriter of the A$297 million (approx US$258.4m) 1-for-3 accelerated renounceable entitlement offer of ordinary shares launched by Sigma Pharmaceuticals (Sigma). The offering, comprising an institutional component valued at approximately A$132 million and a retail component valued at approximately A$165 million, follows Sigma’s acquisition of a Bristol-Myers Squibb unit in Melbourne. In addition to funding this recent acquisition, proceeds raised by the transaction will be used to reduce gearing. The firm’s advisory team was led by partner David Friedlander.

Minter Ellison has advised the Toll Group (Toll), the Asian region’s leading provider of integrated logistic services, in connection with its acquisition of three Asian-based international express businesses: the Asian operation of Deltec International (with assets in Hong Kong, Singapore and Australia), and Kwikmail Limited, and Skynet Worldwide Express Limited in Hong Kong. Toll will use the acquisitions to drive its strategy to provide international solutions to its customers’ logistic needs. Hong Kong-based partner Matthew Hibbins led the firm’s advisory team, whilst Lynn & Rowland Lawyers advised Deltec International.

Minter Ellison has also advised gold producer Bendigo Mining in respect of its A$45 million (approx US$39.2m) acquisition of the Tasmanian Henty Gold Mine from AurionGold Ltd, a subsidiary of Barrick Henty Limited. Bendigo Mining already owns the operating mine Kangaroo Flat in Victoria. Melbourne-based partner Marcus Best, a key partner in advising the company, noted that the acquisition of the Tasmanian mine complements Bendigo Mining’s growth strategy as it immediately provides additional gold production and significant exploration potential. Blakiston & Crabb advised Barrick Henty Limited.

Orrick, Herrington & Sutcliffe LLP is advising Toyota Tsusho Corporation (TTC) and Chubu Electric Power Co Inc (Chubu) in respect of their strategic partnership with affiliates of Sithe Global Power LLC (Sithe). TTC and Chubu have collectively acquired 50 percent ownership stakes in the Goreway Station, an 875MW natural gas-fueled combined cycle power generating facility that recently commenced commercial operation in Ontario. The firm’s global finance advisory team is being led by Tokyo-based partner Yoichi Katayama.

Paul, Hastings, Janofsky & Walker has advised Sino-Ocean Land Holdings Limited, one of the largest real estate companies in Beijing, on a US$700 million loan facility involving 19 banks, which will be used to open up a new financing channel to improve the long term debt structure of the company. The Bank of China and China Construction Bank acted as mandated coordinating arrangers. The firm’s team was led by partner Vivian Lam.

Paul, Hastings, Janofsky & Walker has also advised China Everbright International Limited (Everbright) in relation to a US$200 million loan facility provided to the company by the Asia Development Bank (ADB). The loan, which takes the form of a direct US$100 million A-loan and a complementary B-loan of up to US$100 million and is funded by commercial lenders with ADB acting as ‘lender of record’, will be used to finance waste-to-energy projects in various cities across China and marks ADB’s first private-sector municipal solid waste management project. The firm’s team was led by Raymond Li and Vivian Lam.

Shearman & Sterling LLP and WongPartnership LLP are both advising Advanced Technology Investment Company LLC, a technology investment company wholly-owned by the Government of Abu Dhabi, in connection with its proposed acquisition of Singapore’s Chartered Semiconductor Manufacturing Ltd. The total value of the deal is about S$5.6 billion (approx US$3.9b) which includes debt and convertible redeemable preference shares. If completed, the acquisition will be the biggest M&A transaction involving a Singapore company since 2001. Abu Dhabi-based M&A partner James Comyn and San Francisco-based capital markets partner John Wilson were the lead partners on the proposal for Shearman & Sterling, assisted by other partners from the firm in respect of finance, anti-trust and IP matters. From WongPartnership LLP, managing partner Dilhan Pillay Sandrasegara and partners Ng Wai King, Ng Eng Leng, Dawn Law and Owyong Eu Gene were involved.

Stamford Law Corporation has acted for Renesas Technology Corporation (Renesas), the chip venture formed by Hitachi Ltd and Mitsubishi Electric Corporation, in respect of its proposed merger with NEC Electronics Corporation (NEC). The merger of Renesas and NEC, two of Japan’s ‘big four’ semiconductor companies, will create the world’s third largest chipmaker. A definitive agreement between the companies on the proposed merger is expected by the end of September 2009. Director Lean Min-tze is leading the team.

Stamford Law Corporation has also advised Catalist-listed Jade Technologies Holdings Ltd (Jade) in connection with its one-for-two rights issue. The issue, which is expected to raise approximately S$5.4 million (approx US$3.8b) in net proceeds, was almost three times oversubscribed. Proceeds will be used for working capital and to fund the acquisition of an approximately 20 percent economic interest in Daqing XinLong Chemical Company, a titanium dioxide firm. Director Bernard Lui led the transaction.

Watson, Farley & Williams LLP has assisted Cardiff-based Graig Ship Management in establishing a new company in Singapore which will provide ship management, crewing and other services across Asia. A broad-based international ship-owning and shipping services group, the Graig Group (Graig) plans to build a significant presence in Singapore to provide technical and commercial ship management and other innovative services to clients from the Middle East and across Asia. Partner Chris Lowe led the firm’s team in advising.

Watson, Farley & Williams LLP has also advised the lender The Export-Import Bank of Korea (KEXIM) in respect of a pre and post delivery term loan facility for two new VLCC vessels being built at STX Shipbuilding and Marine Co Ltd, and to be chartered to STX Pan Ocean Co Ltd. The loan facility is valued at over US$142 million. Partner Chris Lowe was again involved.

White & Case LLP has advised Hong Kong-based Pacific Century Group (PCG) on its purchase of AIG’s investment advisory and asset management business. Signed on 5 September 2009 and expected to close by year-end, the deal is valued at approximately US$500 million and marks the first sale of a major business unit by AIG’s new corporate leadership. The unit, AIG Investments, operates in 32 countries and manages US$89 billion of investments for institutional and retail clients across private equity, hedge funds of funds, equities and fixed income. The firm’s Hong Kong, New York, Tokyo, London and Palo Alto offices were involved in advising on the deal owing to various jurisdiction-specific advice needed. Partners John Hartley and Steve Teichman led the Asia and New York teams respectively, whilst various other partners were also involved including Hong Kong-based M&A partners Seung Chong and Jeremy Leifer.

WongPartnership LLP has acted for a syndicate of banks in respect of the S$800 million (approx US$567.2m) senior financing to South Beach Consortium Pte Ltd. The financing will be put towards the S$1.2 billion (approx US$850.8m) refinancing of the acquisition loan for the site at Beach Road, on which the landmark South Beach Project will be developed. Partners Susan Wong and Dorothy Marie Ng led the transaction.

WongPartnership LLP has also acted for Ankerite Pte Ltd, a joint venture between CapitaLand Residential Limited, Hotel Properties Limited and the National University of Singapore, in respect of facilities granted to the company by a group of lenders of up to S$660 million (approx US$468m). The facilities will be used for the redevelopment of a property into an iconic residential landmark in Singapore. The lenders comprised the Development Bank of Singapore Limited, United Overseas Bank Limited, Standard Chartered Bank, Oversea-Chinese Banking Corporation Limited and the Bank of Tokyo-Mitsubishi UFJ Ltd, Singapore Branch. Partners Carol Anne Tan and Christy Lim led the transaction.

Zul Rafique & partners has advised Medini Iskandar Malaysia Sdn Bhd (MIMSB) in connection with the implementation of concession and development agreements pertaining to the development Medini Iskandar, a 2,230-acre project located within the Nusajaya development zone in Iskandar Malaysia. The firm also assisted in the drafting of the bespoke construction contracts for the development of the infrastructure, and are currently advising and drafting the infrastructure agreements with the relevant utilities providers. The partners involved in this transaction are Wilfred Abraham, Kuhendran Thanapalasingam and Michele Chong.

Deals – 24 September 2009

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Allen & Gledhill LLP is advising Genting Singapore PLC in respect of its launch of a one-for-five rights issue of over 2 billion new shares. One of the largest rights issue announced in Singapore this year, the transaction is expected to raise gross proceeds of up to S$1.63 billion (approx US$1.15b) and be completed in October 2009. The issue involves nine financial institutions acting as joint financial advisers, joint lead managers and joint lead underwriters. Partners Tan Tze Gay, Bin Wern Sern and Wong Sook Ping are advising.

Allen & Gledhill LLP is also advising Nine Dragons Paper (Holdings) Limited (Nine Dragons), which had previously issued US$300 million 7.875 percent Senior Notes due 2013 which are listed on the Singapore Exchange Securities Trading Limited, in respect of its second tender offer for the notes. Having commenced a tender offer in February this year, with approximately US$165 million of the principal amount of the notes validly tendered, this second tender offer has resulted in valid tenders of approximately US$71 million of the principal amount. Partner Tan Tze Gay is leading the firm’s advisory team.

Additionally, Allen & Gledhill LLP is advising SMRT Capital Pte Ltd, a wholly-owned subsidiary of SMRT Corporation Ltd (SMRT Corp), as the issuer of a S$1 billion (approx US$707.5m) multicurrency guaranteed medium term note programme. Partner Margaret Chin is leading the team advising on the programme, which is guaranteed by SMRT Corp.

Finally, Allen & Gledhill LLP is advising DBS Bank Ltd, as the arranger, and The Bank of New York Mellon, as Trustee, in connection with the establishment of a S$1 billion (approx US$707.5m) multicurrency medium term note programme by Ascott REIT MTN Pte Ltd. All sums payable in respect of the notes issued under the programme are unconditionally and irrevocably guaranteed by DBS Trustee Limited in its capacity as trustee of Ascott Residence Trust. Partner Margaret Chin is again leading the firm’s advisory team.

AZB & Partners has advised Infrastructure Leasing and Financial Services Limited (ILFS) in respect of its becoming the new promoter of Maytas pursuant to the order of the Honourable Company Law Board. ILFS has acquired 22.5 percent of all shares in, and control of, Maytas, and has made a public offer to the public shareholders of Maytas under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Partner Essaji Vahanvati advised.

AZB & Partners has acted as Indian counsel to the placing agents Citigroup Global Markets India Private Limited (Citigroup) and DSP Merrill Lynch Limited (DSP Merrill Lynch) with respect to the sale of shares in Reliance Industries Limited, which were held by the Petroleum Trust. The 15 million shares were sold to purchasers identified by Citigroup and DSP Merrill Lynch for a consideration of INR 3190 crores (approx US$665m). Led by partner Shuva Mandal, the firm advised the placing agents in the structuring of the transaction, the drafting, negotiation and finalization of the share placement agreements and other ancillary documentation.

Chang, Pistilli & Simmons has represented independent coal producers, and coal producers owning part of one of the coal terminal operators, in respect of arrangements to govern the sharing of port capacity at the Port of Newcastle. The arrangements have been designed to reduce the capacity constraints in the Hunter Valley coal chain, and are expected to deliver an extra A$500 million (approx US$435.9m) in royalties each year to the New South Wales Government. The firm’s team was led by Joni Henry and included Mark Pistilli and Jane Ann Gray. The two terminal operators at the port, the Newcastle Coal Infrastructure Group and Port Waratah Coal Services, were represented by Blake Dawson and Mallesons Stephen Jaques respectively, whilst Gilbert + Tobin represented the Newcastle Ports Corporation.

Chang, Pistilli & Simmons is also advising Xstrata Coal Australia in relation to its dispute with the Centennial Coal Company about capacity entitlements at the Port of Newcastle. The matter is set down for hearing by the NSW Court of Appeal next week. Diana Chang and Tim Grave are involved in advising on the matter, whilst the Centennial Coal Company is being advised by Robert Cutler at Clayton Utz.

Clifford Chance has advised JP Morgan and HSBC in connection with the debut unrated bond issue by Henderson Land, one of Hong Kong’s leading property groups with interests in property development, investment, gas production and distribution, and leisure facilities. Priced on 10 September and closed on 17 September, the 10-year bond issue generated US$500 million. Alex Lloyd, partner and co-head of the firm’s Hong Kong capital markets practice, led the team in advising.

Khaitan & Co has advised renowned American manufacturer Harley-Davidson Inc on its entry into the Indian market. Keen to establish a foot print in the rapidly growing Indian economy, which is the second-largest motorcycle market in the world, the company is scheduled to start selling motorcycles in India from 2010. Partners Haigreve Khaitan and Bharat Anand were involved in advising the motorcycle company.

Kim & Chang has advised Berry IB Holding Co Ltd, a Korean investment company, in relation to the sale in September 2009 of its 100 percent stake in the new bulk terminal company spun-off from Berry TBT Co Ltd. Prior to spinning off its terminal business, Berry TBT Co Ltd was one of the top five companies engaged in terminal business at Korea’s Incheon Port. Partner B.M. Park led the firm’s team advising on the transaction, which was valued at approximately KRW 35 billion (approx US$29.2m).

Mallesons Stephen Jaques has acted as English counsel to AMP Capital Investors (AMP) in relation to its establishment, and US$95 million first close, of the AMP Capital Asian Giants Infrastructure Fund. The firm has also advised AMP on the fund’s first acquisition of a 30 percent interest in Indian road toll operator Gayatri Ventures. Moving forward, the fund will be focused on investing in infrastructure and related facilities and services primarily in India and China, but has the flexibility to invest in other Asian countries also as opportunities arise. The firm’s advisory team was led by partner John Sullivan.

Mallesons Stephen Jaques has also advised the Future Fund of Australia in respect of its acquisition of a one third interest in a limited liability partnership that holds the Bull Ring Shopping Centre in Birmingham, UK, which is Europe’s largest city-centre shopping centre. Valued at over £200 million (approx US$324.2m), the transaction marks the sovereign wealth fund’s first major direct real estate acquisition. The fund is eager to place up to A$9-10 billion (approx US$7.8–$8.7b) over the next few years in a global property portfolio comprising direct property, joint ventures and property developments. Partners Andrew Erikson and Simone Menz led the firm’s advisory team.

Minter Ellison has advised the Coles Group in relation to its sale of 45 supermarkets and 8 associated Liquorland stores to FoodWorks, an independent Australian-owned food and grocery retail group. The stores, located across Queensland, New South Wales, Victoria and South Australia, add to FoodWorks’ existing portfolio of more than 700 outlets. The transaction, which included payment for stock, the transfer of existing employee entitlements, and arranging vendor finance, allows Coles to reduce store overlap and focus investment on existing and new stores. Corporate partner Nick Broome and real estate partner Anthony Poynton worked on the deal, whilst FoodWorks was advised by DLA Phillips Fox.

Minter Ellison has also advised Bravura Solutions Ltd (Bravura), a global supplier of professional consulting services and wealth management applications to financial institutions and corporate clients, in respect of its non-renounceable rights issue. The issue was fully underwritten by wholly owned or affiliated associated subsidiaries of Ironbridge Capital (IC) and, at its conclusion, IC emerged holding approximately 33 percent of Bravura plus an entitlement to nominate two directors to the company’s board. Of the issue, approximately 46 percent of the new shares offered were taken up. Corporate partner Alberto Colla led the firm’s advisory team.

Morrison & Foerster has acted as Hong Kong and US legal counsel to the underwriters – China International Capital Corporation, UBS AG, Morgan Stanley Asia Limited, Citigroup Global Markets Asia Limited, and Deutsche Bank AG – in relation to the US$1.1 billion initial public offering of Sinopharm Group Company Limited (Sinopharm), China’s largest distributor of pharmaceuticals. Sinopharm is managed by state-owned China National Pharmaceutical Group, and the IPO is one of the largest in Hong Kong this year. Partner Ven Tan led the Hong Kong project team whilst additional support on US securities issues was provided by partner Chris Forrester.

Orrick, Herrington & Sutcliffe LLP has advised Piraeus Container Terminal SA (PCT), a subsidiary of COSCO Pacific Limited (CPL), in relation to a €339.4 million (approx US$500.3m) project financing that relates to a €4.3 billion (approx US$6.3b) 30-year concession secured by PCT to develop and operate two piers at the Port of Piraeus in Greece. The financing was provided by China Development Bank (CDB) and involves loan facilities for the construction and development of the piers and letters of guarantee issued by CDB in favor of the port authority under the concession. CPL is the fifth largest container terminal operator and second largest container leasing company in the world, and as its first wholly-owned operation in Europe, PCT is aimed at facilitating cargo business between China and Greece. Asia managing partner Christopher Stephens led the firm’s team in advising PCT.

Paul, Weiss, Rifkind, Wharton & Garrison has advised The Carlyle Group (TCG) in relation to its agreement to a share-swap transaction between kBro Co Ltd (kBro), one of Taiwan’s largest cable TV operators, and Taiwan Mobile Co Ltd (TWM), Taiwan’s leading telecommunications operator. kBro is majority-held by Carlyle Asia Partners II LP (CAP), and under the terms of the share-swap transaction, CAP will exchange its holdings in the cable TV operator for a 15.5 percent stake in TWM and as a result will become the second largest shareholder in TWM. Valued at US$1.8 billion, the transaction will create the largest pay TV operator in Taiwan with over 1.5 million subscribers. Partner Jeanette K. Chan led the firm’s advisory team on corporate issues, whilst partners Jeff Samuels and David Mayo provide TCG with related tax advice.

Stamford Law Corporation has advised Metax Engineering Corporation Limited, a Catalist-listed environmental engineering company, in respect of its proposed placement of approximately 90 million new shares, and its issue of 40 million warrants, which are expected to raise gross proceeds of up to S$13.4 million (US$9.3m). The funds raised will be used primarily to finance projects relating to the Punggol Reservoir, the Marina Reservoir and the Punggol Waterway. Director Bernard Lui led the transaction.

White & Case LLP has advised Hong Kong-based Pacific Century Group (PCG) on its dual-tranche/dual currency three year loan to Pacific Century Premium Developments Limited (PCPD), the company’s property development arm. Signed on 22nd September 2009, the financing comprises an offshore HK$2.8 billion (approx US$361.2m) secured facility syndicated to six banks, and an onshore RMB 10 million (approx US$) bilateral secured facility. The financing is ultimately backed by a guarantee from PCPD, but the credit package is enhanced by utilising one of PCPD’s flagship properties in Beijing. Partner John Hartley led the firm’s team in advising, with assistance from Shanghai-based banking finance partner Karen Tang and Hong Kong-based M&A partner Jeremy Leifer.

WongPartnership LLP has acted for Ascott Residence Trust Management Limited in the establishment of Ascott Residence Trust’s S$1 billion (approx US$707.5m) medium term note programme. Partners Hui Choon Yuen and Winston Wong led the transaction, which is Ascott Residence Trust’s first unsecured medium term note programme.

WongPartnership LLP has also acted for APF Property Investments (S) Pte Ltd in respect of the sale to K-REIT Asia of six strata office floors in Prudential Tower, a 30-storey commercial development in Singapore. Partners Dorothy Marie Ng and Tan Teck Howe led the transaction.

In addition, WongPartnership LLP has acted for China New Town Development Limited in the placement of 680 million new ordinary shares to a controlling shareholder. Partners Raymond Tong and Chong Hong Chiang led the transaction, which raised net proceeds of approximately S$29 million (approx US$20.5m).

Lastly, WongPartnership LLP has acted as Singapore counsel to Polo Ralph Corporation (Polo), in relation to its acquisition of the Polo Ralph Lauren apparel retail business from Dickson Concept (International) Limited (Dickson). The acquisition came about following the expiry of Dickson’s licence to operate the apparel business. Partners Ng Wai King and Chan Sing Yee led the transaction.

Zul Rafique & partners has advised Morgan Stanley as global coordinator in connection with the recent US$4.5 billion bond sale, comprised of US$3 billion Guaranteed Notes and US$1.5 billion Islamic Trust Certificates, by Petronas. The Guaranteed Notes and Trust Certificates will be the first securities to be listed on Bursa Malaysia’s Exempt Regime, which was established when the Main Market Listing requirements came into force on 3 August 2009. The Sukuk is also the largest to be issued and offered pursuant to Malaysian International Islamic Financial Centre initiatives. Partners Zandra Tan and Lim Mun Lai were involved.

Deals – 2 October 2009

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Allen & Gledhill LLP is advising Noble Group Limited (NG) and its substantial shareholder, Noble Temple Trading Inc (NTT), in respect of the agreement by the Chinese sovereign wealth fund China Investment Corp (CIC) to acquire 573 million shares in NG. The shares to be acquired include 438 million new shares in the capital of NG, which are valued at over S$925 million (approx US$655.6m), with the remaining shares to be acquired from NTT. Partners Lim Mei, Leonard Ching and Lee Kee Yeng are advising.

Baker & McKenzie is advising Regal Real Estate Investment Trust (Regal REIT) on its agreement to buy 75 percent of the total issued share capital of a subsidiary of Paliburg Holdings Limited, which owns a property located in Wanchai, Hong Kong. Under the agreement, Paliburg will undertake an asset enhancement programme on the property, which will be converted to include a 50-room hotel. With an agreed price of HK$468 million (approx US$60.3m), completion of the acquisition is conditional upon the satisfaction of certain conditions which are to be met by a long-stop date of 31 October 2009. Partners Milton Cheng and Debbie Cheung are leading the firm’s advisory team.

Baker & McKenzie has also acted as Hong Kong and US counsel to Sinopharm Group Co Ltd (Sinopharm), the largest distributor of pharmaceutical and healthcare products in China, in respect of its global share offering. Net proceeds from the global share offering, which is valued at HK$8.73 billion (US$1.13b) before exercise of the over-allotment option, will be used primarily to expand and improve the coverage of Sinopharm’s distribution network in the eastern, central and northwestern regions of China. Partner Elsa Chan (Hong Kong) and Anthony Jacobsen (Shanghai) provided advice on Hong Kong law whilst Hong Kong-based partners Brian Spires and Allen Shyu advised on US legal aspects of the offering.

Clayton Utz has advised ING Group NV on the sale of its 51 percent shareholding in ING Australia Limited to its joint venture shareholder, ANZ. The A$3.75 billion (approx US$3.3b) joint venture was established in Australia in 2002, with a parallel joint venture between ING and ANZ established in New Zealand in 2005. Partner Michael Parshall, who is joint head of the firm’s M&A practice, and partner Jacqueline Christie led the firm’s advisory team.

Clayton Utz has also advised Canadian-based media multinational Canwest in connection with the sell-down of its entire stake in Ten Network Holdings. The transaction took place by means of an A$680 million (approx US$598.4m) block trade via an agreement between Macquarie Capital Advisers Limited and Canwest’s subsidiary, Canwest MediaWorks Ireland Holdings. Michael Parshall led the firm’s team with support from partners Simon Truskett, Stuart Byrne and equity capital markets practice head Greg James.

Clifford Chance has advised Forum Asian Realty Income II LP, which is managed by global real estate investment management firm Forum Partners, on its investment in new mezzanine and convertible bonds issued to refinance the onshore Japan REIT vehicle of Galileo Japan Trust. Counsel Leng-Fong Lai, who led the firm’s Tokyo team in advising, has commented, “This is a significant transaction as it is one of the few “new money” deals that we are starting to see returning to the Japanese real estate market.” Partners Eiichi Kanda and Peter Kilner were also involved, whilst a separate team from the firm, led by Hong Kong-based counsel Anthony Oakes, acted for Citicorp International Limited as bond and security trustee.

Clifford Chance has also advised the underwriters on four IPOs on the Hong Kong Exchange in the past week. Partner Amy Lo led the firm’s team advising on each transaction, with assistance from partner Alex Lloyd. Details of the transactions are as follows:

• Advising JP Morgan, Morgan Stanley and UBS on the IPO of Wynn Macau, which is expected to raise around US$1.6 billion for the territory’s original Las Vegas-style luxury integrated resort. Partner Geraint Hughes was also involved.
• Advising Goldman Sachs and Morgan Stanley on the IPO of Yingde Gases, which is expected to raise around US$450 million.
• Advising Credit Suisse and Morgan Stanley on the IPO of China Resources Cement Holdings, which is expected to raise around US$800 million.
• Advising Macquarie Capital and Bank of China International on the IPO of Ausnutria Dairy, which is expected to raise around US$200 million.

In addition, Clifford Chance has advised the Bank of China in connection with the S$3.2 billion (approx US$2.2b) refinancing package for Huaneng Power International (HPI), which will be used to repay loans obtained to enable HPI’s purchase of Singapore electricity generator Tuas Power. The Bank of China lent S$2.8 billion under the refinancing package, with the additional S$400 million provided by China Construction Bank. Partner Ting Ting Tan led the firm’s team in advising.

Davis Polk & Wardwell LLP is advising China Investment Corporation (CIC), the Chinese sovereign wealth fund, in connection with its proposed US$1.9 billion investment in PT Bumi Resources Tbk (Bumi), the largest coal mining company in Indonesia. The investment is in the form of a debt-like instrument with a cash coupon of 12 percent per annum and a total IRR of 19 percent. The firm’s team is being led by Hong Kong-based partner William F. Barron, with London-based partner John D. Paton providing tax advice. Deutsche Bank and China International Capital Corporation are acting as financial advisers to CIC, whilst Jones Day is acting as legal adviser to Bumi.

Davis Polk & Wardwell LLP has also advised Metro Pacific Investments Corporation (MPIC), a leading diversified infrastructure holding and management company in the Philippines, in connection with a Rule 144A/Reg S offering of MPIC common shares. Majority shareholder Metro Pacific Holdings Inc (MPHI) offered 4.15 billion MPIC common shares for a total consideration of approximately 12.5 billion Philippine pesos (US$261 million), and subsequently subscribed for an equivalent number of newly issued common shares in MPIC. Partner William F. Barron (Hong Kong) led the firm’s advisory team with partner John D. Paton (London) providing tax advice. Picazo Buyco Tan Fider and Santos acted as domestic counsel to MPIC, whilst Allen & Overy advised the joint bookrunners, CLSA Singapore Pte Ltd and UBS AG, with respect to US legal matters.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch and The Hongkong and Shanghai Banking Corporation Limited (HSBC) in connection with the global offering of ordinary shares by China Lilang Limited, a leading menswear brand in China. The firm also advised on the related listing of the shares on the Hong Kong Stock Exchange. Consisting of a Hong Kong public offering and a concurrent 144A/Reg S placement, the offering generated proceeds of approximately US$150 million. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

Khaitan & Co has advised RT Outsourcing Services Limited (RT) and its promoters – Sonoma Management Partners Private Limited, Sanjeev Kakar and Shammi Moza – in relation to an investment in RT by New Enterprise Associates (NEA) FVCI Limited (NEA). Under the terms of the investment agreement, NEA subscribed to 100 equity shares and cumulative participating compulsory convertible preference shares in RT, whilst the promoters subscribed to warrants in RT, with the total transaction valued at US$13.5 million. Partner Bharat Anand led the firm’s advisory team.

KhattarWong has acted for Daiwa Securities SMBC Singapore Limited as manager, underwriter and placement agent, in respect of the IPO of Great Group Holdings Limited (GGH), an established undergarment manufacturer in the PRC. The net proceeds from the IPO were approximately S$15.8 million (approx US$11.2m), generated following an issue of 80 million invitation shares which comprised 65 million new shares and 15 million vendor shares. Partner Lawrence Wong from the firm’s corporate and securities laws department led the advisory team.

KhattarWong has also acted for Sihuan Pharmaceutical Holdings Group Ltd (Sihuan), an investment holding company presently listed on the Main Board of the Singapore Stock Exchange which is principally engaged in the research, development, production and sale of cardiocerebral vascular drugs and non-cardiocerebral vascular drugs, in connection with a voluntary conditional cash offer by China Pharma Limited, an investment holding company incorporated in Bermuda. Partner Yang Eu Jin advised.

Mallesons Stephen Jaques has advised JP Morgan as the underwriter in respect of the A$450 million (approx US$396.2m) capital raising by Lynas Corporation. The capital raising consisted of an unconditional institutional placement of new shares valued at approximately A$88 million, a A$295 million 1-for-1 underwritten non-renounceable pro-rata entitlement offer, and a A$67 million underwritten conditional placement. The funds raised by Lynas will be used for the first phase of the company’s Mount Weld project in Western Australia and associated processing facility in Malaysia, with the balance used for working capital. Partners Shannon Finch and John Sullivan led the firm’s team.

Minter Ellison has advised MyState Financial Credit Union of Tasmania Limited (MyState), Tasmania’s largest credit union and one of its leading ADIs, in respect of its merger with Tasmanian Perpetual Trustees Limited (TPT) to create one of Tasmania’s largest public companies in MyState Limited. The transaction involved the demutualisation of MyState and an issue of shares in MyState Limited as a consequence, and the listing of MyState Limited on the Australian Stock Exchange with a market capitalisation of over A$200 million (approx US$176.1m). Partners Tony Dhar and Jeremy Blackshaw were involved, also advising TPT in relation to the numerous regulatory approvals required.

Morrison & Foerster has acted as Hong Kong legal counsel to the joint bookrunners, BofA Merrill Lynch and BOC International, in connection with the US$404 million initial public offering of China South City Holdings Limited (CSCH), a leading developer and operator of logistics and industrial trade centres in China. The company is currently engaged in the development and management of China South City Shenzhen located in Pinghu, Shenzhen, one of the largest manufacturing and export regions in China. Partner Ven Tan led the firm’s team in advising on the Hong Kong offering.

Paul, Hastings, Janofsky & Walker has advised Zhuhai Municipal Government, Zhuhai Gouyuan Investment Limited and Zhuhai Zhu Kuan Group Holdings Limited on the completion of the long-running RMB 3.11 billion (approx US$55 million) debt restructuring by Zhu Kuan (Hong Kong) Company Limited and Zhu Kuan Group Company Limited (Zhu Kuan), both window companies of the Zhuhai Municipal Government in Hong Kong and Macau respectively. The restructuring was necessitated following the Asian crisis in 1997, with provisional liquidators appointed in August 2003. Zhu Kuan had approximately HK$8 billion (approx US$1.17b) in debt and a total of 47 bank and financial creditors located in the PRC, Hong Kong and Macau. This is the first ever three-way restructuring of its kind involving the PRC, Hong Kong and Macau. The firm’s team was led by corporate partners Chau Ho and Raymond Li.

Rodyk & Davidson LLP has successfully defended Aurigin Technology Pte Ltd (Aurigin), a Singaporean company which designs, develops and manufactures automation machines and manufacturing solutions for advanced semiconductor packaging, in the Singapore High Court against claims of patent infringement brought by ASM Assembly Automation Ltd, a subsidiary of ASM Pacific Technology Limited which is the world’s largest assembly and packaging equipment supplier for the semiconductor and LED industries. The 23 day trial ended with the Court dismissing the infringement claims and, amongst other things, ordering an inquiry to assess damages. IP & technology partner Lee Ai Ming and litigation & arbitration partner Low Chai Chong led the firm’s team.

Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates has acted as sole international counsel to UBS in connection with a US$66 million private placement of equity shares by 3i Infotech, a worldwide provider of IT and IT-enabled solutions and services. The shares were placed with qualified institutional buyers in India, and other institutional investors outside India. The firm’s team included partners Jonathan Stone and Rajeev Duggal.

Slaughter and May, acting as US counsel, and Davis Polk & Wardwell LLP, acting as Hong Kong counsel, have advised Metallurgical Corporation of China Ltd (MCC), one of the largest engineering and construction companies in the world, in respect of its recent US$5.3 billion global offering. The offering was comprised of H shares, consisting of an IPO on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A and Reg S, and a concurrent offering of A shares listed on the Shanghai Stock Exchange. The transaction is the largest IPO in Hong Kong in 2009, and reportedly also the world’s second-largest initial offering this year. Partner Benita Yu led the firm’s advisory team from Slaughter & May, whilst the Davis Polk team included Beijing-based partner Show-Mao Chen. Freshfields Bruckhaus Deringer acted as Hong Kong counsel to the underwriters – Morgan Stanley, China International Capital Corp, Citigroup Inc and CITIC Securities – with Morgan Stanley also acting as sole global coordinator on the transaction. The firm’s team was led by Hong Kong-based partner Kay-Ian Ng. Shearman & Sterling also advised the underwriters as US counsel, with Beijing capital markets partner Alan Seem leading the team and partner Larry Crouch providing tax advice.

Stamford Law Corporation has acted for MAP Technology Holdings Limited (MAP), an SGX Mainboard-listed integrated data storage service provider, in respect of its renounceable non-underwritten rights issue of up to 1.5 billion new ordinary shares. The issue was more than two times oversubscribed. Proceeds valued at S$15 million (US$10.3m) were raised, which will be used to fund the growth of MAP through diversification, mergers and acquisitions. Director Ng Joo Khin led the transaction.

Stamford Law Corporation has also represented KS Energy Services Limited (KS), a SGX Mainboard-listed leading distributor of oil and gas equipment, in its renounceable non-underwritten rights issue of 84 million warrants. The issuance has raised initial proceeds of S$17 million (US$12m), with further proceeds of S$118 million (US$81.3m) expected in the event that all warrants are exercised. Director Bernard Lui led the transaction.

Winston & Strawn LLP has represented William Blair & Company LLC as sole book running lead manager in relation to the underwritten offering of common stock by SmartHeat Inc, a US publicly-listed company with operations in the PRC. Over 8.3 million shares were issued and sold, which included the exercise in full of the underwriters’ over-allotment option, generating a value of over US$74.9 million. Hong Kong-based partner Simon Luk, who is chairman of the firm’s Asia practice group, worked with New York-based partner Eric Cohen on the cross-border transaction.

Deals – 8 October 2009

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Allen & Gledhill LLP has acted as Singapore counsel to Suhyup Bank in respect of its issuance of US$300 million 6.375 percent senior notes due 2014. The issuance falls under the bank’s US$1 billion Euro Medium Term Note Programme. Partner Au Huey Ling led the firm’s advisory team.

Allen & Gledhill LLP has also advised K-REIT Asia Management Limited (KAM), as manager of K-REIT Asia, in connection with its announcement of a proposed underwritten renounceable one-for-one rights issue of approximately 666.7 million new units in K-REIT Asia. It is anticipated the issuance will raise gross proceeds of approximately S$620 million (approx US$445.2m). Both Keppel Corporation Limited and Keppel Land Limited have provided irrevocable undertakings to KAM and BNP Paribas, Singapore Branch (BNP) to subscribe for their (and their respective wholly-owned subsidiaries’) total provisional allotments of rights units. Led by partners Rachel Eng and Long Chee Shan, WongPartnership LLP acted for BNP as lead manager, underwriter and financial adviser to the issue, with BNP underwriting the remaining balance of the rights units. Partners Jerry Koh and Chua Bor Jern were involved from Allen & Gledhill.

Allen & Overy has acted for Terminal KMS de GNL, S. de RL de CV (KMS), a Mexican special purpose subsidiary of the sponsors – Mitsui & Co Ltd, Samsung C&T Corporation and Korea Gas Corporation – in respect of a US$875 million liquefied natural gas (LNG) terminal project located in Mexico. The first major project to be jointly sponsored by Japanese and Korean conglomerates in recent times, the transaction has now reached financial close. Under the project, KMS is constructing an LNG reception, storage, re-gasification and delivery terminal. Tokyo managing partner Aled Davies led the firm’s advisory team, which also involved lawyers from its New York, Singapore and Amsterdam offices.

Allens Arthur Robinson has acted for Yahoo!7, the joint venture between the Seven Media Group and Yahoo!, in respect of its acquisition of online travel information marketplace totaltravel.com, which is one of the largest travels sites in Australia. The transaction is the first acquisition for Yahoo!7, which is expected to establish a leadership position in the online travel market. Partners Jeremy Low and Ian McGill led the firm’ team in advising, which included the provision of regulatory advice. PFM Legal Pty Ltd acted for totaltravel.com.

Allens Arthur Robinson has also acted for the Australian Office of Financial Management regarding the launch of its first Treasury Indexed Bond deal since 2003. Announced on 29 September, the transaction comprises a new 3 percent 20 September 2025 syndicated Treasury Indexed Bond. The issue size is A$4 billion (approx US$3.6b) in face value terms, which excludes A$10 million (approx US$9m) that will be taken up by the Reserve Bank of Australia. Deutsche Bank AG, Sydney Branch, RBS Group (Australia) Pty Limited and UBS AG, Australia Branch were the joint lead managers for the issue. Partner David Clifford advised on the transaction, noting that the Commonwealth’s return to the debts market is an important development for the market.

Additionally, Allens Arthur Robinson has represented Rio Tinto in negotiations regarding its investment agreement with the Mongolian Government for its Oyu Tolgoi copper and gold project. Located in the South Gobi region of Mongolia, Oyu Tolgoi is the world’s largest undeveloped copper and gold resource. Following the signing of the investment agreement and the associated shareholders agreement with the Mongolian Government, Rio Tinto and Canada’s Ivanhoe Mines can now proceed with the project, with production expected to begin around 2013. Melbourne-based partner Igor Bogdanich was involved in advising.

Baker & McKenzie has acted as Hong Kong and US counsel to China South City Holdings Limited, a leading developer and operator of large-scale, integrated logistics and trade centres in the PRC, in respect of its global share offering. Valued at HK$3.15 billion (US$406m) before exercise of the over-allotment option, net proceeds from the offering will be used primarily for the development of the second stage of its Shenzhen trade centre and to develop projects in Nanchang and Nanning. Merrill Lynch International acted as the sole global coordinator and Merrill Lynch Far East Limited acted as the sole sponsor to the offering. Partners Elsa Chan and Brian Spires advised on the Hong Kong and US legal aspects respectively.

Baker & McKenzie has also advised Pioneer Global Group Limited (PGG), whose shares are listed on the Hong Kong Stock Exchange, in respect of its agreement to acquire (through a wholly-owned subsidiary) an 80-year leasehold interest in the 27-storey building “Club Lusitano”, from the seller Club Lusitano, an iconic organisation in Hong Kong established to support the Portuguese community. Completed on 24 September, the transaction involved a total consideration of HK$410 million payable in cash. The transaction is unique in Hong Kong as PGG only acquired the 80-year leasehold interest in the property, instead of purchasing the residue of the whole leasehold term of 999 years under the Government Lease. Real estate partner Ricky Yiu led the advisory team.

Chang, Pistilli & Simmons has acted for the APA Group which, as part of the Energy Infrastructure Investments consortium (EII), has acquired the 132.3MW Hallett 4 wind farm project from AGL Energy Limited (AGL). Currently under construction, the wind farm will utilise 63 Suzlon S88v3 turbines. The enterprise value of the wind farm project is A$459.5 million (approx US$414.4m). EII will fund all remaining development and construction costs under the agreement, whilst AGL will buy all the electricity and renewable energy certificates as well as operate and maintain the facility under long term arrangements. Jason Mendens led the firm’s advisory team, whilst the other EII consortium members – Japan’s Marubeni Corporation and Osaka Gas – were represented by Freehills. Mallesons Stephen Jacques advised EII and AGL Energy was advised by Gilbert + Tobin.

Clifford Chance has advised Sincere Watch Limited, one of Singapore’s oldest retailers and distributors of brand-name luxury watches with a network spanning the Asia Pacific region, on its acquisition by a consortium of investors. Partner Lee Taylor led the team in advising.

Clifford Chance has also acted as international counsel to Pfizer in respect of the company obtaining conditional clearance of its merger with Wyeth under China’s Anti-Monopoly Law. The clearance was issued by the Ministry of Commerce (MOFCOM) on 29 September 2009. The EU has already approved the deal and competition approval from the Chinese authorities was one of the key conditions of the merger agreement. Decisions are still awaited from the Australian, Canadian and US competition authorities. The firm’s team, which included Shanghai-based partner Emma Davies, worked closely with Pfizer’s domestic counsel on the clearance.

Davis Polk & Wardwell LLP has advised Shanda Games Limited (SG), a leading online game developer and operator in China, and its parent company, Nasdaq-listed Shanda Interactive Entertainment Limited (SIE), in connection with the IPO by SG of 83.5 million American Depositary Shares which represent 167 million Class A ordinary shares in the company. SIE acted as the selling shareholder for the IPO, which generated total proceeds of US$1.04 billion making it the largest US IPO since April 2008. Goldman Sachs (Asia) LLC and JP Morgan Securities Inc were the joint bookrunners for the offering, following which SIE holds 71.01 percent of the outstanding shares in SG and controls 96.08 percent of its voting rights. Hong Kong-based partner James C. Lin was one of the key lawyers advising on the transaction, whilst SG and SIE were advised on PRC law by Jade & Fountain PRC Lawyers.

Davis Polk & Wardwell LLP has also advised the joint bookrunners – Citigroup Global Markets Limited, Deutsche Bank AG, HK Branch and UBS AG, HK Branch – in connection with the US$197.5 million offering by Tatung Co Ltd (TC) of 50 million global depositary shares listed on the Luxembourg Stock Exchange. The offering by TC, a leading Taiwanese conglomerate with businesses spanning numerous industries including consumer electronics, home appliances, industrial motors, energy systems and real estate, represents 1 billion common shares. The firm’s advisory team included partner James C. Lin, whilst Lee & Li Attorneys-at-Law advised TC as to Taiwanese law.

In addition, Davis Polk & Wardwell LLP is advising China-based Tianwei New Energy (TNE), a leading supplier of solar power products, in connection with its proposed majority investment in Hawaii-based clean energy company Hoku Scientific Inc (Hoku). Under the terms of the definitive agreement, Hoku will issue more than 33.3 million shares of common stock to TNE together with warrants for an additional 10 million shares, in consideration for the cancellation of US$50 million in secured prepayments by TNE to Hoku under certain polysilicon supply agreements, and the provision by TNE of US$50 million in initial debt financing to Hoku for the continued construction of its polysilicon manufacturing facility in Idaho. Subject to the receipt of Chinese governmental approvals and other customary closing conditions, the transaction is expected to close in October 2009. Beijing-based partner Howard Zhang was one of the firm’s advisors on the transaction.

FJ & G de Saram, of Sri Lanka, has acted for Onyx Heavy Industries Company, a Sri Lankan-owned company in Sharjah (one of the emirates in the UAE), in respect of its acquisition of a 93.75 percent stake in Ceylon Heavy Industries Company Limited (CHICO) from Korean company Doosan Heavy Industries Limited. Completed on 29th September, the transaction was valued at US$12.5 million. CHICO was formally The Steel Corporation of Sri Lanka, and was privatised by the Sri Lankan Government by divesting shares in the company to Doosan in 1996.

Freshfields Bruckhaus Deringer has advised open joint stock company Vimpel-Communications (Vimpel) on its acquisition of a 78 percent stake in Millicom Lao Co Ltd (Millicom), a Lao mobile telecommunications company, for a consideration of approximately US$66 million. The deal values the company at US$102 million. The remaining 22 percent of Millicom is owned by the Government of the Lao Peoples’ Democratic Republic. Subject to the satisfaction or waiver of certain conditions, including the receipt of regulatory approvals, completion of the deal is expected by year end. Hong Kong TMT counsel Mark Parsons and corporate partner Grace Huang led the firm’s advisory team.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Credit Suisse and China Construction Bank International in connection with the global offering by Peak Sport Products Co Limited (Peak) of ordinary shares for aggregate proceeds of approximately US$220 million, in addition to the related listing of Peak’s ordinary shares on the Hong Kong Stock Exchange. The offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. Peak manufactures and sells sportswear in China and abroad, with an emphasis on basketball footwear brands. Corporate partners Joseph Lee and Joshua Wechsler led the firm’s team.

Jones Day has advised PT Bumi Resources Tbk (PT Bumi), the largest coal mining company in Indonesia, in respect of a six year US$1.9 billion loan from China Investment Corporation Limited (CIC), acting through a subsidiary. The net proceeds of the transaction, which closed on September 30, were used to refinance substantially all of PT Bumi’s existing indebtedness, to complete three acquisitions entered into in early 2009, and for working capital and capital expenditure purposes. Partners Brian Wesol and Herman Yip led the firm’s team.

KhattarWong has acted for Swing Media Technology Group Limited, a company that manufactures and supplies data storage media and other computer peripherals, in connection with its proposed placement of 75 million new ordinary shares. The estimated net proceeds from the placement, after deducting relevant expenses incurred, is expected to amount to S$3.95 million (approx US$2.8m). Partner Lawrence Wong led the firm’s advisory team.

Kim & Chang has advised Daifuku Co Ltd in respect of its purchase of 30 percent of the total shares of Clean Factomation Inc, a Korean manufacturer of automation facilities and work progress equipment for products such as semiconductors, from Daehong Technew Corp. The acquisition of the stake, completed on 25th September 2009, was valued at KRW 10.62 billion (approx US$9m). Y.H. Byun and C.W. Sohng were key partners to the transaction.

Kim Chang & Lee has advised 8 financial institutions, including Shinhan Bank, in relation to the project financing of the Formula-1 Track Construction and Operation Project. The financing is valued at KRW 198 billion. The closing of this transaction marks the first time a project finance transaction has involved a public sector participant in Korea. Soo-Chang Kim and Sang-Yup Byon were the lead lawyers on the deal.

Latham & Watkins has represented China Lilang Limited, a leading PRC menswear brand, in connection with its initial public offering of 300 million shares listed on the Hong Kong Stock Exchange, which included an international offering (144A/Reg S) of 150 million shares. Trading commenced on 25 September with the offering valued in total at HK$1.17 billion (approx US$150.9m). Merrill Lynch Far East Limited and HSBC were joint lead managers for the Hong Kong public offering, whilst Merrill Lynch International and HSBC were lead managers for the international offering. Hong Kong-based partner Eugene Lee led the firm’s advisory team.

Mallesons Stephen Jaques has acted for the 13 lead managers in respect of the Commonwealth Bank of Australia’s (CBA) hybrid issue – PERLS V. Originally intending to raise A$900 million, CBA is now looking to raise approximately A$1.5 billion (approx US$1.3b) via its issue of the perpetual exchangeable re-saleable listed securities (PERLS V), due to high retail interest. The transaction contains what is believed to be the largest number of joint lead managers engaged on an Australian equity capital offer. The lead managers are: CommSec; Macquarie Capital Advisers; ANZ Securities; Citi; Credit Suisse; Deutsche Bank; Goldman Sachs JBWere; JP Morgan; Morgan Stanley; National Australia Bank; The Royal Bank of Scotland; UB AG; and Westpac Banking Corporation. Jonathan Hamer was lead partner on the transaction.

Maples and Calder has acted as the Cayman Islands legal adviser to China Resources Cement Holdings Limited in connection with its global offering of shares to raise HK$6.3 billion (US$807.7m). The company was listed on the Hong Kong Stock Exchange on 6 October 2009. The firm’s team was led by partner Greg Knowles, whilst Freshfields Bruckhaus Deringer acted as the company’s Hong Kong and US counsel and Concord & Partners as its PRC counsel. Credit Suisse (Hong Kong) Limited and Morgan Stanley Asia Limited were joint global coordinators, joint bookrunners, joint sponsors and joint lead manager, with Clifford Chance and King & Wood assuming advisory roles in respect of same.

Minter Ellison has advised Campbell Brothers Limited in connection with its launch of a fully underwritten 1-for-6 renounceable rights issue to raise approximately A$196.6 million (approx US$177.4m), led by partner Gary Goldman. Led by partner Shannon Finch, Mallesons Stephen Jaques advised JP Morgan and RBS Morgans as underwriters on the issuance, which has bucked the recent trend towards accelerated non-renounceable offers. Structured instead as a traditional-style renounceable rights issue with rights trading on the stock exchange, the raising was designed to ensure maximum value for shareholders regardless of whether they take up their entitlement. The raising was accompanied by an announcement of a proposed conditional cash offer by the company for all the issued ordinary shares in PearlStreet Limited.

Paul, Hastings, Janofsky & Walker has advised Glorious Property Holdings Limited (GPH), a leading PRC property developer based in Shanghai, on its IPO valued at HK$9.9 billion (approxUS$1.28b). JP Morgan and Deutsche Bank are joint sponsors of the deal, which represents the largest Hong Kong IPO of a property company since 2007, and joint global coordinators, joint bookrunners and joint lead managers in conjunction with UBS. Capital markets partner Raymond Li led the firm’s advisory team, which included partners Sammy Li, David Grimm and Chau Ho.

Paul, Hastings, Janofsky & Walker has also advised on the following two recent top-up placement transactions in Hong Kong, led by Hong Kong capital markets partners Sammy Li and Phoebus Chu and US capital markets partners Neil Torpey and David Grimm:
• Firstly, the firm has advised Hong Kong-listed China Everbright International Limited, which focuses on environmental protection infrastructure investments in Greater China, on its HK$1.45 billion (approx US$186m) top-up placement. Nomura International (Hong Kong) Limited acted as the sole bookrunner on the transaction.
• Secondly, the firm has advised joint bookrunners Citigroup and Macquarie Group in connection with the HK$1 billion (approx US$130m) top-up placement by Real Gold Mining Limited, a Chinese gold mining company listed on the Hong Kong Stock Exchange.

Slaughter and May is advising Alibaba.com Limited (Alibaba), the global leader in business-to-business (B2B) e-commerce, in relation to its conditional acquisition of up to a 99.67 percent interest in China Civilink (Cayman) (CCC), a leading provider of internet infrastructure services in China. Valued at approximately US$79 billion, Alibaba is to purchase the stake from CCC’s controlling shareholder, SYNNEX Corporation, and various other founders of CCC. The company has also concurrently entered into a shareholders’ agreement with the remaining founders of CCC, under which it will provide them with various incentives including a put option and performance linked earn-in shares arrangements. Hong Kong-based partner Benita Yu led the firm’s team.

Slaughter and May has also advised Bojie Oriental Media Holding Co Limited (Bojie), the leading advertising agent for the PRC’s largest national television network CCTV-6 and agent for television and film advertisement time, in relation to the restructuring of an equity investment in the company by a private equity investor involving US$60 million. Partner Benita Yu was again involved.

Additionally, Slaughter and May has advised GS Capital Partners VI Fund LP, an affiliate of The Goldman Sachs Group Inc, in relation to its subscription for HK$1.897 billion (US$243m) convertible bonds due 2014 and warrants to subscribe for ordinary shares in the share capital of Geely Automobile Holdings Limited, one of the largest car manufacturers in the PRC. Announced on 23 September, the deal is expected to be completed in the fourth quarter of 2009. Partner Neil Hyman advised.

Stamford Law Corporation has represented Cecil Pte Ltd and eCecil Pte Ltd in respect of the purchases from Aviva Ltd of the Aviva Building and Cecil House (both on Cecil Street), which are located in the Central Business District of Singapore. The purchased were completed on 30th Sep 2009 for an aggregate of S$101 million (US$69m). Director Yap Wai Ming led the transaction

Stamford Law Corporation has also acted as Singapore counsel to Lehman Brothers Special Finance Inc, the Swap Counterparty for the Lehman Minibonds (Minibonds), in respect of its recent settlement with the receivers in charge of unwinding the structured notes. The settlement, which took effect from 29th Sep 2009 and involved eight law firms across four legal jurisdictions (Singapore, the US, the UK and the Cayman Islands), is expected to facilitate quicker recovery and settlement of Minibonds’ preferred creditors’ claims, and thereby enable Minibond investors to recover some money earlier instead of engaging in a costly and lengthy litigation process in which recovery of money is uncertain. Director Lean Min-tze led the firm’s advisory team.

Finally, Stamford Law Corporation has acted for a Mapletree Group entity in respect of the US$150 million syndicated term loan and revolving credit facility granted to it by the mandated lead arrangers and lenders, being the Singapore branches of The Bank of Tokyo-Mitsubishi UFJ Ltd (BOT-M), the Bank of China Limited and Chinatrust Commercial Bank Co Ltd. BOT-M also acted as the facility agent for the loan. The Mapletree Group is a leading real estate company with presence across Singapore, China, Hong Kong, India, Japan, Malaysia and Vietnam, and owns S$6.2 billion (US$4.3b) of real estate assets. Directors Susan Kong and Marilyn Goh led the transaction.

WongPartnership LLP is acting for CapitaLand Limited, Singapore’s largest property group, and its subsidiary CapitaLand Retail Limited (to be renamed CapitaMalls Asia Limited) (CMA) in relation to the proposed offering and listing of shares in CMA on the Main Board of the Singapore Exchange Securities Trading Limited. As one of Asia’s largest listed “pure play” shopping mall businesses by property value and geography, CMA will have an interest in and manage a Pan-Asian portfolio of 86 retail properties. Managing partner Dilhan Pillay Sandrasegara and partners Rachel Eng, Raymond Tong, Long Chee Shan, Karen Wee, Christy Lim, Lam Chun Nian and Monica Yip are advising on different aspects of the transaction.

WongPartnership LLP is also acting as Singapore counsel to PRC sovereign wealth fund China Investment Corporation (CIC) in relation to its acquisition of a 14.96 percent stake in Noble Group Limited (Noble) by way of subscription of 438 million newly issued shares and the purchase of 135 million shares in Noble from Noble Temple Trading Inc. Partners Dilhan Pillay Sandrasegara, Gerry Gan, Linda Wee and Miao Miao are advising on the transaction, which is valued at approximately US$850 million

Additionally, WongPartnership LLP has acted for China New Town Development Company Limited (CNTD) in respect of the re-purchase of an aggregate of RMB 593 million in principal amount of senior notes. The re-purchase included a cash payment for an aggregate amount of over RMB 229 million, and the issue and allotment of more than 229 million new shares, to the noteholders. CNTD issued up to approximately 293.7 million new ordinary shares in the capital of the company to fund the cash payment, in addition to issuing 2 percent convertible bonds in aggregate principal amount of up to RMB 300 million due 2016. Partners Raymond Tong, Chong Hong Chiang, Hui Choon Yuen and Winston Wong led the transaction.

Finally, WongPartnership LLP has also advised on the following two placement deals, with partner Raymond Tong advising on both:
• The firm has acted for DMX Technologies Group Limited (DMX) in relation to its proposed allotment and issue of over 588 million new shares to Japan’s second-largest telecom operator, KDDI Corporation, to raise proceeds of approximately S$188.41 million (approx US$135.3m).
• The firm has also acted for Sinomem Technology Limited regarding its placement of 50 million new shares, to raise gross proceeds of approximately S$31 million (approx US$22.2m). Partner Chong Hong Chiang was also involved.

Deals – 15 October 2009

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Allens Arthur Robinson has acted for ALE Property Group (ALE), Australia’s largest listed freehold owner of pubs, in connection with the sale of six hotels via a live simulcast auction in four states. In addition to the people who attended the auction at Melbourne’s Crown Casino, another 170 people participated in auction rooms in Sydney, Brisbane and Adelaide through phone and video link-up. Sydney-based partner Nicholas Cowie led the firm’s team in advising on the sale of the properties, which was valued at more than A$36 million (approx US$33.1m), with team members from the firm and the Adelaide agent, Finlaysons, present at the four auction venues to coordinate the sales in accordance with various jurisdictional requirements.

AZB & Partners has advised NGP II Mauritius Company Limited (the fund), an investment fund set up by Nokia in Mauritius for making technology investments in India and elsewhere, in connection with the fund’s US$10 million equity investment into Web18 Holdings Limited (Cayman Islands), the internet arm of India’s leading media conglomerate Television Eighteen India Limited. The investment in Web18, which provides news, information data and analysis in business, finance and general consumer spaces on the internet, was achieved through a subscription of cumulative convertible preference shares. Partner Gautam Saha led the firm’s team.

AZB & Partners has also advised the underwriters – JM Financial Consultants Pvt Ltd, JP Morgan India Pvt Ltd, Enam Securities Pvt Ltd, Macquarie Capital Advisers (India) Private Limited and Kotak Mahindra Capital Company Limited – in respect of the proposal by Ambience Ltd to undertake an IPO. Ambience Ltd has already filed the Draft Red Herring Prospectus with SEBI. Partner Meera Singh Joyce was involved.

In addition, AZB & Partners has advised the lead managers in relation to the public issue of secured redeemable non-convertible listed debentures by L&T Finance Limited. Partner Shameek Chaudhuri led the firm’s team.

AZB & Partners has also advised Mantri Developers Private Limited in relation to a transaction with the Hyatt group for the establishment of four hotels in Bangalore under the Grand Hyatt, Hyatt Regency and Hyatt Place brands. Amongst other things, the firm advised the developer on hotel operating services agreements, strategic oversight agreements, technical assistance agreements and trademark license agreements with Hyatt. Partner Sai Krishna Bharathan led the advisory team.

Finally, AZB & Partners has advised Max Healthcare Institute Limited in connection with its entry into a 10 year IT outsourcing contract with Perot Systems group, in respect of the Max hospitals network. Under the contract, which is valued at INR 90 crores (US$18 million), Perot Systems will provide Max Healthcare with, inter alia, full IT infrastructure management capabilities and the implementation and clinical adoption of an electronic health records (EHR) system. The IT systems are expected to improve the quality of care and patient healthcare delivery through better record accessibility, computerized physician order entry and care planning, a first in the Indian healthcare services sector. Partner Sunila Awasthi led the firm’s team.

Clifford Chance has advised the Toll Group, Asia’s leading provider of integrated logistics, on its A$95 million (approx US$87.5m) acquisition of Japanese freight and logistics company Footwork Express. The transaction provides the Toll Group, which is headquartered in Melbourne, with a significant presence in the Japanese market. Tokyo-based M&A partner Paul O’Regan led the firm’s team, assisted by partner Tatsuhiko Kamiyama.

Debevoise & Plimpton LLP is advising American International Group Inc (AIG) in relation to its agreement to sell its 97.57 percent share in Nan Shan Life Insurance Company Ltd to a consortium comprising Hong Kong-based financial services firm Primus Financial Holdings Limited and investment firm China Strategic Holdings Limited. The stake is to be sold for approximately US$2.15 billion. The firm’s advisory team is being led by partner John M. Vasily, with the transaction run from its Hong Kong office.

Freshfields Bruckhaus Deringer has advised on the following IPOs listed on the Hong Kong Stock Exchange:
• The firm has acted as Hong Kong and US counsel to the underwriters on the listing of Glorious Property Holdings Ltd, a Shanghai-based property developer. The underwriters were led by JP Morgan, Deutsche Bank and UBS, with the listing raising approximately US$1.28 billion. Kay Ian Ng and Ken Martin led the firm’s team;
• The firm has also acted as Hong Kong and US counsel to China Resources Cement Holdings Limited, a leading cement and concrete producer in Southern China, on its US$825 million listing. The underwriters were led by Credit Suisse and Morgan Stanley, with Teresa Ko and Calvin Lai leading the firm’s advisory team;
• In addition, the firm has acted as Hong Kong and US counsel to Yingde Gases Group Company Limited, China’s leading domestic onsite industrial gas supplier, on its US$407 million listing. The underwriters to the IPO were led by Goldman Sachs. and Morgan Stanley, with Antony Dapiran and Calvin Lai leading the firm’s team.
• Finally, the firm has acted as Hong Kong and US counsel to the underwriters on the US$355 million listing of Powerlong Real Estate Holdings Limited, a Fujian-based real estate developer. The underwriters were led by Goldman Sachs, Macquarie Capital and ICBC International as joint bookrunners. Christopher Wong, Don Guiney and Calvin Lai led the firm’s advisory team.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch Far East Limited, as placing agent, in connection with the “top-up” placement of 80 million shares of Tianneng Power International Limited (TP), and the placement of 30.8 million shares of TP by management
shareholders. The combined transactions resulted in aggregate proceeds of approximately US$50 million. TP is one of the largest China-based manufacturers of motive batteries which are used in electric bikes sold in China. The ordinary shares of the company are listed on the Hong Kong Stock Exchange. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

Hogan & Hartson has represented China Vanadium Titano-Magnetite Mining Company Limited, the largest non-state-owned operator of iron ore mines in Sichuan, China, in respect of its HK$2.06 billion (approx US$264m) IPO on the Main Board of the Hong Kong Stock Exchange. Paul, Hastings, Janofsky & Walker has advised the bookrunners and joint lead managers to the offering, Citigroup Global Markets Asia Limited and Deutsche Bank AG, Hong Kong Branch. The offering comprised a Hong Kong public offer and an international offering, including a placement under Reg S/Rule 144A. Partners Gordon Ng and Man Chiu Lee led the advisory team from Hogan & Hartson. Partner Raymond Li led Paul Hastings’ Hong Kong capital markets team, whilst the US capital markets team was led by partner David Grimm.

Kim & Chang has advised the lead arrangers, HSBC and BNP Paribas, in connection with the issue of US dollar denominated senior residential mortgage backed securities (RMBS) by Shinhan Mortgage Second Securitization Specialty Co Ltd (Korean SPC), following the transfer of mortgage loan assets to Korean SPC by Shinhan Bank on 30 September 2009. The securities were issued by the Korean SPC, which was incorporated under the ABS Act, in an amount of US$400 million as well as Korean Won denominated mezzanine RMBS and Junior RMBS underlying such mortgage loan assets. Shinhan Mortgage Second International Limited has purchased US$400 million of senior RMBS from the Korean SPC and has issued US$400 million in notes to a foreign investor. Key lawyers advising were K.S. Kim, I.H. Yoo and Hoin Lee.

Lovells has advised the syndicate of lending banks, which included Standard Chartered Bank, DBS, ICBC Asia, Bank of Tokyo Mitsubishi UFJ, Bank of East Asia and Wing Lung Bank, in respect of the HK$2.8 billion (approx US$361.2m) onshore and offshore financing for Pride Pacific Limited and Beijing Jing Wei House & Land Estate Development Co Ltd, both wholly-owned subsidiaries of Pacific Century Premium Developments Limited. The transaction involved a syndicated Hong Kong dollar denominated offshore loan and a secured RMB denominated onshore loan. Hong Kong partner and head of Banking Gary Hamp led the firm’s team with assistance from fellow partner Owen Chan.

Lovells has also advised Mizuho Corporate Bank Ltd, WestLB, HVB, UniCredit and Ta Chong Bank in connection with the debt restructuring and debt-for-equity swap for Singapore-headquartered precision engineering business First Engineering Limited. Lead partner Gary Hamp was assisted by the firm’s head of Business Restructuring and Insolvency for Asia, partner Neil McDonald, with Singapore-based private equity partner Stephanie Keen and Shanghai-based IP partner Douglas Clark also involved.

Finally, Lovells and AZB & Partners have acted as international and domestic counsel to Jefferies International Limited as the arranger in respect of the issuance of US$140 million 5.625 percent convertible bonds due 2014 (subject to an option of up to US$35 million of bonds), which are convertible into equity shares of Indian company Amtek Auto Limited (Amtek), the flagship company of the Amtek Group and a leading supplier of components to the automotive industry in Asia, Europe and North America. Through this issuance of new debt, Amtek has repurchased part of its existing US$150 million and US$250 million convertible bonds (due 2010 and 2011 respectively). The Lovells team was led by Andrew Carey and Ken Hawkes, whilst partner Shameek Chaudhuri led the team from AZB & Partners. Lovells’ Hong Kong office also advised Citibank N.A, the new bond trustee and the escrow agent for the repurchase of the existing bonds.

Luthra & Luthra Law Offices has advised the lenders, which are led by IDBI Bank Limited, in respect of senior rupee loans and subordinate rupee loans granted in relation to the recent license award by the Gujarat State Road Development Corporation Limited to L&T Ahmedabad Maliya Tollway Private Limited on a BOT basis for the expansion of an existing 2-lane road on the Ahmedabad-Viramgam section of SH-17 and Viramgam-Halvad-Maliya section of SH-7 in Gujarat. The financing documents were executed on 9th October 2009, with financial closure expected to be announced soon by IDBI Bank. The firm’s advisory team was led by partner Vijaya Rao and team head Bikash Jhawar.

Maples and Calder has acted as Cayman Islands legal advisor to Wynn Macau Limited (Wynn Macau), a developer and operator of casino gaming and entertainment resort facilities in Macau, in respect of its HK$12.6 billion (US$1.62 billion) IPO. The underwriters to the Hong Kong IPO were JP Morgan, Morgan Stanley, UBS, Merrill Lynch, Deutsche Bank, ABN AMRO, BNP Paribas, CLSA and GuocoCapital. JP Morgan, Morgan Stanley and UBS acted as joint global coordinators and joint sponsors. The firm’s advisory team was led by partner Barry Mitchell, with Skadden, Arps, Slate, Meagher & Flom also advising Wynn Macau. Clifford Chance represented the underwriters.

Nishith Desai Associates has advised Merck & Co Inc in connection with one of its wholly-owned subsidiaries forming a business venture in India with UK-based charity The Wellcome Trust, which is involved in biomedical research and improvement of global public health. The Indian entity, which will have a ‘not-for-profit’ mission, will be specifically aimed at researching and developing vaccines for distribution in developing countries at affordable prices, thereby striving to improve health in low income countries. The joint venture partners will gradually invest a sum of £45 million each (approx US$74m) over the next seven years in the Indian entity, each thereby acquiring a 50 percent stake. Partners Vaibhav Parikh and Gowree Gokhale led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has advised sole bookrunner JP Morgan Securities (Asia Pacific) Limited in connection with the HK$1.16 billion (approx US$150m) sell-down of existing shares in Huabao International Holdings Limited, by its controlling shareholder. Hong Kong-based partners Raymond Li and Sammy Li advised on the transaction.

Rajah & Tann LLP has advised China Gaoxian Fibre Fabric Holdings Ltd (CGFFH), a producer of premium polyester yarn and warp knit fabric which operates two production plants in the Zhejiang and Fujian provinces in China, in connection with the largest S-Chip initial public offering on the Main Board of the SGX-ST this year. CGFFH raised S$116.48 million (approx US$83.9m) following its offering of 1.508 billion shares (with the over-allotment option fully exercised). The company will use the proceeds to expand its downstream fabric manufacturing business. Lawyers involved were Chia Kim Huat, Danny Lim, Benjamin Beh, Xun Ting Ting and Penelope Loh.

Rajah & Tann LLP is also acting for KDDI Corporation (KDDI), a leading telecommunications service provider in Japan and one of the largest telecommunication carriers in the Asia Pacific, in relation to its strategic investment in DMX Technologies Group Limited (DMX), a leading IT enabler and provider of a wide range of digital media software and solutions. Through a S$188.4 million (approx US$135.7m) cash injection, KDDI has acquired over 588.7 million new shares in DMX, which represents a majority stake of 50.1 percent in the company. Goh Kian Hwee, Serene Yeo, Cheng Yoke Ping, Soh Chai Lih and Sonia Tan are involved.

In addition, Rajah & Tann LLP has acted for DBS Bank Ltd and Sinochem International (Overseas) Pte Ltd in relation to the fully-underwritten renounceable rights issue of GMG Global Ltd (GMG). The issue, at the ratio of the nine rights shares for every ten existing shares, was fully underwritten by DBS Bank, and in turn 100 percent sub-underwritten by Sinochem International, being the controlling shareholder of GMG. The gross proceeds from the rights issue were approximately S$100 million (approx US$72m). The lawyers involved were Chia Kim Huat, Danny Lim and Penelope Loh.

Rajah & Tann LLP has also acted for Lonza Group AG and Lonza Holding Singapore Pte Ltd in respect of the sale of their state-of-the-art cell culture biologic manufacturing facility in Singapore to Genentech Singapore Pte Ltd, a wholly-owned member of the Roche Group. The purchase consideration was US$290 million, plus additional milestone payments of US$70 million. Partners Lim Wee Hann, Yap Chew Fern and Soh Lip San advised, with WongPartnership and ATMD Bird & Bird also involved in advising other parties to the transaction.

Finally, Rajah & Tann LLP has acted for China Animal Healthcare Ltd, a leading player in the PRC animal drugs industry which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its placement exercise of up to 120 million shares. The placement generated approximately S$24.9 million (approx US$17.9m), with the proceeds intended to be used for acquisition opportunities. Lawyers Danny Lim and Chia Lee Fong were involved in the transaction, which saw DBS Bank Ltd act as placement agent (advised by Drew & Napier LLC).

Shearman & Sterling LLP has advised Sichuan Tengzhong Heavy Industrial Machinery Co Ltd (Tengzhong), one of China’s major privately owned engineering companies and manufacturers of heavy machinery equipment, in connection with negotiations which recently led to the execution of definitive agreements under which the company will purchase the Hummer brand from General Motors (GM). The company will purchase Hummer through an investment entity in which it will hold an 80 percent stake. The transaction is subject to customary closing conditions and regulatory approvals and/or review by government agencies in the US and China. The firm’s team was led by Beijing-based M&A partner Lee Edwards, with Hong Kong-based partner Paul Strecker also advising.

Sidley Austin LLP has advised Sinotruk (Hong Kong) Limited (Sinotruck), one of the largest manufacturers of heavy trucks in China, in respect of its cooperation project with German industrial group MAN SE. After definitive agreements were signed in July, the transaction was closed on 7 October 2009 following approval at Sinotruck‘s extraordinary general meeting. The transaction will see MAN SE own an aggregate of 25 percent plus one share in the capital of Sinotruk, whilst under a licensing arrangement Sinotruk will obtain certain heavy truck technologies from MAN SE. The firm’s team was led by Hong Kong-based partner Timothy Li with support from partner Gloria Lam.

Stamford Law Corporation is representing London Stock Exchange-listed Keller Group plc (Keller) in connection with its acquisition of Singapore-based foundation contractor Resource Holdings Ltd (Resource), from its shareholders. Drew & Napier LLC has represented the shareholders, including financial investor Jasper Investments Limited (Jasper), in relation to the disposal of Resource. Consideration includes an initial cash payment of S$68.2 million (US$48.2m) including S$4.5 million (US$3.2m) of acquired net debt. A maximum S$50 million (US$35.3m) deferred payment will be made to the shareholders based on Resource’s profits over the period to 31st March 2013. Led by directors Susan Kong and Valarie Jagger on behalf of Stamford Law Corporation, the transaction is expected to be completed by the end of the month. Director Marcus Chow acted as counsel to Jasper and other shareholders on behalf of Drew & Napier.

Stamford Law Corporation is also acting for Transcu Group Limited (Transcu), a Life Science company engaged in the research, development and commercialisation of cutting-edge technologies for the improvement of quality of life, in respect of its private placement of up to 320 million new ordinary shares. The placement by Transcu, which was listed on the Mainboard of the Singapore Exchange in 2008 via a S$675 million (US$455m) reverse takeover of Eng Wah Organization, is expected to raise S$31 million (US$22m) for working capital. Director Yap Lian Seng is leading the advisory team.

Winston & Strawn has represented Roth Capital Partners LLC as the sole manager in relation to the US$69 million underwritten offering of common stock by China-Biotics Inc. Under the offering, China-Biotics Inc drew down shares from its previously filed shelf registration statement on Form S-3, and issued and sold 4.6 million shares of common stock at a price of US$15.00 per share. Hong Kong-based partner and chairman of the firm’s Asia Practice Group Simon Luk, and New York-based partner Eric Cohen, led the firm’s team in advising on the cross-border transaction.

WongPartnership LLP has acted as Singapore counsel to Merck & Co Inc (Merck) in relation to the global integration of the company with Schering-Plough Corporation (Schering-Plough), following Merck’s acquisition of Schering-Plough by way of a US$41.1 billion reverse merger. The merger will create the world’s second-largest pharmaceutical company. Partners Karen Wee and Ameera Arshraf advised.

WongPartnership LLP has also acted as Singapore counsel to Avago Technologies Limited in connection with its initial public offering on the NASDAQ Global Select Market. The second largest IPO in the United States so far in 2009, the offering has raised gross proceeds of approximately US$648 million. Partners Raymond Tong and Long Chee Shan advised on the transaction.

In addition, WongPartnership LLP has acted for Toll Offshore Petroleum Services Pte Ltd (formerly known as Singapore Offshore Petroleum Services Pte Ltd) in respect of its redevelopment and lease of Loyang Supply Base. Partners Dorothy Marie Ng, Monica Yip and Christopher Chuah were involved.

WongPartnership LLP has also acted as Singapore counsel to Carlsberg Brewery Malaysia Berhad in relation to its proposed acquisition of the entire issued and paid-up share capital of Carlsberg Singapore Pte Ltd, for a cash consideration of MYR 370 million (approx US$110.1m). Partners Ng Eng Leng and Leung Yew Kwong advised on the transaction.

Finally, WongPartnership LLP has acted for Cybrarian Ventures Private Limited, a wholly-owned subsidiary of National Library Board Singapore, in reviewing and advising on the agreements to develop a reading strategy project awarded by the Mohammed bin Rashid Al Maktoum Foundation to promote reading in Dubai, UAE. Partner Paul Sandosham led the transaction.

Deals – 22 October 2009

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Allen & Gledhill LLP has advised Ocean Tankers (Pte) Ltd (Ocean) in connection with its entry into a US$70 million sale and leaseback of the vessel “Ocean Queen” with a Singapore incorporated special purpose company, Ocean Queen Pte Ltd. Equity has been provided by KFH Oceanic Portfolio Company Limited and managed by Tufton Oceanic (Middle East) Ltd. Financing for the purchase of the vessel was provided by DnB NOR Bank ASA, Singapore Branch. The deal, the first sale and leaseback (2 tier lease) transaction undertaken by Ocean, was highly structured and involved various Shariah financing and tax aspects. Partner Gina Lee-Wan advised.

Allen & Gledhill LLP is also advising National Oilwell Varco Pte Ltd (NOV) and South Seas Inspection (S) Pte Ltd (SSI) in respect of Singapore antitrust matters in connection with their submission of an application for a decision pertaining to the acquisition of SSI by NOV. NOV has made a cash offer of S$53.3 million (approx US$38.1m) to acquire 100 percent of the outstanding shares in SSI, with specified assets to be purchased by Varco International Do Brasil Equipamentos E Servicios Ltda from South Seas International Ltda. Partner Daren Shiau is advising.

Finally, Allen & Gledhill LLP is acting as Singapore antitrust counsel to both Greif International Holding BV (Greif) and GEP Asia Holdings Pte Ltd (GEP), who have submitted an application for a decision pertaining to the proposed creation of a joint venture company, Greif Eastern Packaging Pte Ltd (Greif Eastern). Greif and GEP will contribute their respective Singapore business to Greif Eastern in relation to the manufacturing and selling of steel drums, bitumen drums and steel pails of various capacities and lithographic printing. The value of the transaction is S$91.7 million (approx US$65.6m). Partner Daren Shiau is again advising.

Appleby has acted as the BVI counsel to Standard Chartered Bank and DBS Bank Limited in relation to a syndicated term-loan and revolving credit facility of up to HK$3.1 billion (approx US$399.9m) granted to entities owned and controlled by the Fortune Real Estate Investment Trust, which holds a portfolio of eleven retail malls and properties in Hong Kong through the ownership of special purpose companies. The loan and credit facility will be used to partly finance the purchase of retail properties in Hong Kong, partly refinance existing facilities, and partly to meet corporate funding requirements. Partner Jeffrey Kirk of the firm’s Hong Kong office led the advisory team.

AZB & Partners has advised pharmaceutical and chemical company Merck KGaA of Germany which has, through its wholly-owned subsidiary Merck Specialities Private Limited (Merck India), acquired a 100 percent stake in Bangalore Genei (India) Private Limited (BGIL). BGIL specialises in the development, production, marketing and sales of products for proteomic and genomic research. Merck India has purchased the full equity share capital in the company from Sanmar Ferrotech Limited and its nominee. Partner Abhijit Joshi led the advisory team, whilst law firm J. Sagar Associates was also involved in advising a party to the transaction.

AZB & Partners has also advised UTV News in respect of its decision to enter a joint venture with Bloomberg to establish a 24 hour business news channel in India. The JV has resulted in the establishment of the UTV- Bloomberg business channel, and marks Bloomberg’s first foray into news broadcasting in India. The deal involved documentation of the shareholder arrangements and content and license terms for the operations of the business channel. Partner Shuva Mandal was involved, whilst Kochar & Co advised Bloomberg.

In addition, AZB & Partners has acted as domestic counsel to JP Morgan India Private Limited, as one of the joint global coordinators and as the bookrunning lead manager, in connection with the Qualified Institutions Placement by Cipla Limited of 25.63 million equity shares. Partner Shameek Chaudhuri led the firm’s team, whilst Jones Day acted as international counsel to the joint global coordinators and JP Morgan India Private Limited in respect of both its roles. Amarchand & Mangaldas & Suresh A. Shroff & Co acted as local counsel to the issuer.

Azmi & Associates has acted for the Malaysian stock exchange, Bursa Malaysia, in respect of the Bursa Suq as-Sila’ project which forms part of the Malaysia International Islamic Financial Centre initiative. A milestone for the global Islamic finance industry, Bursa Suq as-Sila’ is the first fully automated platform for Islamic financing via murabahah and tawarruq backed by secure internet-based spot commodity-trading that is fully Shariah-compliant. The initial commodity used is crude palm oil but the range will eventually be expanded to include other types of commodities. Bursa Suq as-Sila’ is capable of multi-currency trading to cater to cross-border deals, such as global sukuk issuance. Partner Ahmad Lutfi Abdull Mutalip led the firm’s advisory team.

Baker & McKenzie has acted for Guangdong Rising Asset Management Co Ltd (GRAM), a major Chinese investment group with investments across a wide range of sectors, in respect of its successful acquisition of a 19.9 percent interest in PanAust Limited (PA). Completed on 18 September 2009, the deal was valued at A$215 million (approx US$198.6m). PA’s main operations are the existing Phu Kham copper-gold mine in the Lao PDR, and the Puthep exploration project in Thailand. Lawyers from the firm’s Melbourne, Bangkok, Hong Kong and Beijing offices were involved, with Melbourne-based partners John Mollard, Lewis Apostolou and Richard Lustig leading the team. Mallesons Stephen Jaques acted for PA.

Baker & McKenzie has also advised Asian private equity and infrastructure fund specialists CIMB Standard Strategic Asset Advisors (CIMB Standard), who specialise in deals in the energy and infrastructure sectors in the Asian region, on the acquisition of Babcock & Brown’s interest in the Babcock & Brown Asia Infrastructure Fund (now called the Asia Infrastructure Fund). Acquiring the interest is the South East Asian Strategic Assets Fund, which is managed and advised by CIMB Standard. The Asia Infrastructure Fund is co-sponsored by The Bank of Tokyo–Mitsubishi UFJ, Ltd. Sydney-based partners Julie Hutton and Brendan Wykes led the transaction with assistance from partners Kelvin Poa (Singapore) and Theppachol Kosol (Bangkok).

Clayton Utz is advising outdoor equipment and clothing retailer Kathmandu on it A$400 million (approx US$369.7m) Initial Public Offering. Partners Stuart Byrne and Greg James, who heads the firm’s equity capital markets practice, are leading the firm’s team.

Clifford Chance and Stamford Law Corporation have advised ING Groep NV (ING) on the sale of its private banking business in Asia to Oversea-Chinese Banking Corporation Limited (OCBC), Singapore’s longest established and third largest local bank. Drew & Napier LLC has acted as lead coordinating counsel to OCBC on its purchase which, valued at US$1.463 billion, is possibly the largest private bank sale in recent years not only in Singapore but also the region. The entire purchase price will be funded by OCBC’s existing resources, and the acquisition will more than triple the bank’s private client assets under management to US$23 billion. The proceeds raised by ING from this sale will go towards repaying the capital injections it received from the Dutch Government during the global financial crisis. The sale, which is subject to regulatory approvals, is expected to be completed by year end. After completion, the acquired entities will operate as a wholly-owned subsidiary of OCBC, and the wealth management businesses of both banks will be integrated in due course. Clifford Chance also advised ING earlier this month on the sale of its Swiss private banking business to Julius Baer Group for US$505 million, which is also subject to regulatory approval. Hong Kong-based partner Simon Cooke led the Clifford Chance teams advising ING in respect of both sales, whilst Directors Lee Suet Fern and Lean Min-tze led the transaction for Stamford Law Corporation. The Drew & Napier team was led by Director Sandy Foo.

KhattarWong has advised Swing Media Technology Group Limited (Swing Media), one of Hong Kong’s leading manufacturers and suppliers in the data storage industry, on its acquisition from the founding shareholders of an 80 percent stake in Shanghai Hui Yang New Energy Technology Co Ltd, which is engaged in the business of turn-key installation and after-sales service of solar powered energy and energy saving LED lighting systems. The acquisition marks Swing Media’s first foray into the green energy business. Partner Lawrence Wong from the firm’s corporate and securities laws department advised.

Latham & Watkins has represented Canadian Solar Inc, a leading China-based manufacturer of solar cell, solar module and custom-designed solar application products, in connection with its follow-on offering of 6 million common shares. Canadian Solar granted the underwriters a 30 day option to purchase an additional 900,000 shares of common stock, which the underwriters chose to fully exercise. The offering closed on 21 October 2009 and raised gross proceeds of more than US$108.6 million. Morgan Stanley, Deutsche Bank Securities Inc and Piper Jaffray & Co acted as joint bookrunners for the offering, and Wells Fargo Securities acted as co-manager. Hong Kong-based partners David Zhang and Allen Wang led the firm’s advisory team.

Luthra & Luthra Law Offices has advised Cairn India Limited in respect of a project finance transaction closed this week. Valued at INR 4000 crore (approx US$850m), the syndicated rupee term loan facility involves the State Bank of India as the lead bank and will be used to fund the development of certain oil fields in the licensed Block RJ-ON-90/1 in Barmer, Rajasthan, by various entities in the Cairn Group. The core advisory team included partner Sameen Vyas and team head Piyush Mishra.

Orrick, Herrington & Sutcliffe LLP has advised Digital Media Group (DMG), a leader in China’s subway television advertising market, on its US$160 million sale to VisionChina Media (VCM), one of China’s largest out-of-home digital television advertising networks. The deal will create the largest and most comprehensive mobile television advertising network in China, with the combined company to operate bus television networks in 18 of China’s most affluent cities. The company will also have exclusive subway networks in eight key cities in China, including Beijing and Shanghai, as well as on Hong Kong’s Airport Express line. The firm’s advisory team was comprised of US and China-based lawyers, and was led by Silicon Valley partner David Lee with Shanghai partner Elizabeth Cole.

Robert Wang & Woo LLC is advising Singapore-listed company Asia Tiger Group Limited in relation to both its investment in a 30 percent stake in a “biomass waste to biogas” project in Henan Province in the PRC, and its investment in a 21 percent stake in a UK based waste-to-energy company. Both investments are targeted to be completed before the end of the year. The initial size of the PRC project, which involves using proprietary technology developed by a local university to treat biomass waste, is RMB 67 million (approx US$9.8m). The investment in the UK project is valued at £8 million (approx US$13m), with the project utilising advanced proprietary pyrolysis technology to process solid recovered fuel. Director Raymond Tan is leading the firm’s team.

Shearman & Sterling LLP has represented joint bookrunners Deutsche Bank Securities Inc and Morgan Stanley & Co Incorporated in connection with the US$500 million bond offering guaranteed by Sterlite Industries (India) Limited (Sterlite), India’s largest non-ferrous metals and mining company. The deal, which closed on 15 October 2009, featured the highest conversion premium on an Asian convertible bond this year at 37.5 percent. Amongst other things, Sterlite will use proceeds from the offering to expand its copper business through allied power plants and the acquisition of complementary businesses outside of India. Hong Kong capital markets partner Matthew Bersani led the firm’s team.

Sidley Austin has represented Powerlong Real Estate Holdings Limited, a leading property developer in China specialising in the development of large-scale and multi-functional commercial complexes, in connection with its initial public offering listed on the Hong Kong Stock Exchange, with concurrent global placements pursuant to Rule 144A/Reg S. The IPO raised approximately HK$2.75 billion (US$352.5m). The firm’s team was led by Hong Kong-based partners Timothy Li and Constance Choy.

Skadden, Arps, Slate, Meagher & Flom has acted as Hong Kong and US counsel to Wynn Macau, the Macau business of resort and casino operator Wynn Resorts, in relation to its US$1.87 billion IPO and listing in Hong Kong. The listing, which priced at the top of the price range, marks the first time a US controlled company has sought a listing on the Main Board of the Hong Kong Stock Exchange. The transaction was structured as an acquisition by the listed company of the Macau casino, resort and hotel business from its parent and, as a result, substantially all of the proceeds from the listing have been paid to the parent. Hong Kong partners Alan Schiffman, Dominic Tsun and Alec Tracy were involved, in addition to US-based partners Hal Hicks and Casey Fleck.

The Indian corporate finance team of Skadden, Arps, Slate, Meagher & Flom has also acted as international counsel on two equity capital markets’ transactions undertaken for Indian issuers. Under the transactions, which were led by partners Jonathan Stone and Rajeev Duggal, the equity shares were placed with both local qualified institutional buyers and international institutional investors.
• Firstly, the firm advised UBS in connection with 3i Infotech’s US$66 million private placement of equity shares. 3i Infotech is a worldwide provider of IT and IT-enabled solutions and services, with a particular focus on banking, insurance and financial services. AZB & Partners acted as domestic counsel to UBS in relation of the placement.
• Secondly, the firm advised the joint lead bookrunners – Goldman Sachs, JP Morgan, UBS, Credit Suisse, ICICI Securities and IDFC-SSKI Securities – in connection with Lanco Infratech’s US$150 million private placement of equity shares. Lanco Infratech is one of India’s leading infrastructure development companies with interests in power, infrastructure, EPC & construction and property development. The transaction included a Section 4(2) offering in the US.

Vinson & Elkins LLP has represented China Investment Corporation (CIC), the country’s sovereign wealth fund, in connection with its purchase of approximately 11 percent of the Global Depositary Receipts (GDRs) of JSC KazMunaiGas Exploration Production (JSC), a Kazakhstan oil and gas corporation. The deal was completed for a consideration of approximately US$939 million. The shares in JSC are listed on the Kazakhstan Stock Exchange, whilst its GDRs are listed on the main market of the London Stock Exchange. Beijing partners Xiao Yong and Paul Deemer led the firm’s team, together with London-based partner Francois Feuillat. GRATA law firm acted as Kazakhstan local counsel to CIC.

Watson, Farley & Williams LLP has advised Armada Oyo in connection with having secured a five year US$190 million limited recourse loan facility to be used for an FPSO – Armada Perdana – owned by its parent company Bumi Armada Berhad, Malaysia’s largest owner and operator of offshore vessels. The FPSO is currently undergoing conversion at Keppel Shipyard in Singapore and is expected to set sail to West Africa in the last quarter of 2009. A club of seven mandated lead arrangers were involved including SMBC, who also acted as structuring and documentation bank and SACE coordinator on behalf of the lead arrangers, and Banca UBAE SPa, ANZ Banking Group Limited, ABN AMRO Bank NV, WestLB AG, Malayan Banking Berhad and Standard Chartered Bank. The loan will finance around 75 percent of the project costs. The transaction team was led by partner Chris Lowe.

Watson, Farley & Williams LLP has also advised Standard Chartered Bank, acting as agent, security trustee and lender, in relation to a loan facility of up to US$50 million granted to Grindrod Shipping Limited, a leading operator in the global tanker and bulk shipping sector and South Africa’s largest and oldest ship owner. The loan facility, which is secured by a series of ships that will be delivered over the next 18 months, supports the company’s long term growth and development strategy. Partner Chris Lowe again led the firm’s advisory team.

Finally, Watson, Farley & Williams LLP has advised The CSL Group Inc (CSL) of Montreal, a world-leading provider of marine dry bulk cargo handling and delivery services, in relation to its investment in the Indonesian flagged, floating offshore transshipment platform “FOTP Derawan”, constructed at the Yahua Shipyard in Nantong, China, and operating offshore Kalimantan, Indonesia for PT Berau Coal. The transaction team involved partners Chris Lowe and Damian Adams.

Winston & Strawn has represented Roth Capital Partners LLC as placement agent in respect of a registered direct offering of US$12.9 million of common stock by China Ritar Power Corp, a US publicly listed company with operations in China. Hong Kong-based partner and chairman of the firm’s Asia practice group Simon Luk led the firm’s team in advising on the cross-border transaction in association with New York-based partner Eric Cohen.

Winston & Strawn has also represented Winner Medical Group Inc (WMG), a leading manufacturer and the largest exporter by volume in the medical dressing industry (medical and wound care products) in China, in connection with its migration of registration of securities from the OTCBB to the NYSE Amex. The migration involved a 1-for-2 reverse stock split of WMG’s common stock. Its registration with the NYSE Amex became effective on 8 October 2009. Partner Simon Luk again led the firm’s team in handling the migration.

WongPartnership LLP has acted for Tuas Power Ltd in relation to the restructuring of the Tuas Power group, and in respect of the sale of the electricity generation business and assets of Tuas Power Ltd to its subsidiary Tuas Power Generation Pte Ltd. Partners Joseph He Jun, Low Kah Keong, Quak Fi Ling, Susan Wong and Choo Ai Leen advised on the matter.

WongPartnership LLP has acted for Yellow Pages (Singapore) Ltd (now known as Global Yellow Pages Limited) in connection with a renounceable non-underwritten rights issue of up to 395,162,500 rights shares, which raised net proceeds of approximately S$58.9 million (approx US$42.1m). Partners Raymond Tong and Lim Hon Yi led the transaction.

Yulchon has represented an ING Real Estate investment vehicle for a consortium of prominent European and domestic investors in respect of the KRW 400 billion (approx US$337.9m) sale of ING Tower in Yeoksam-dong to KB Asset Management’s Real Estate Fund. The largest real estate deal to close in Korea since the start of the global financial crisis, the deal also marks the fourth largest transaction in the history of office building sales in Korea. The firm’s advisory team was led by partners Bong Hee Han and Tong Chan Shin, who advised the client on all matters from the bidding process to the final closing of the deal.

Deals – 28 January 2010

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Allen & Gledhill LLP has advised Singapore’s national water agency, the Public Utilities Board, in its issuance of S$250 million (US$178m) 2.42 percent notes due 2016 which are listed on the Singapore Exchange Securities Trading Limited. The firm also advised Oversea-Chinese Banking Corporation Limited and Standard Chartered Bank as the joint lead managers, DBS Trustee Limited as the trustee and DBS Bank Ltd as the paying agent for the issue. Partner Margaret Chin led the team which advised the issuer, while partner Au Huey Ling led the team which advised the joint lead managers, the trustee and the paying agent.

Allen & Gledhill LLP has also advised Tiger Airways Holdings Limited (Tiger Airways), the first low-cost airline to list on the SGX-ST with market capitalisation of approximately S$781.3 million (US4556m) at listing, in its initial public offering and listing on the Mainboard of the SGX-ST, which raised total proceeds of approximately S$247.7 million (US$176m). If the over-allotment option granted by Ryanasia Limited, a substantial shareholder of Tiger Airways, to Morgan Stanley & Co International plc (as stabilising manager) is exercised in full, the total proceeds raised would increase to approximately S$277.5 million (US$197.6m). Partners Tan Tze Gay, Shawn Chen and Rhys Goh led the firm’s advisory team in this IPO, which is the largest in Singapore since that of CapitaMalls Asia Limited in Q4 2009. Underwriters Citigroup, Morgan Stanley and DBS were advised by a team from Clifford Chance, led by partners Joan Janssen and Crawford Brickley.

Baker & McKenzie has advised the joint lead underwriters and bookrunners PT CIMB Securities Indonesia and PT Mandiri Sekuritas in the US$200 million IPO and global offering of PT Bank Tabungan Negara (Persero), Indonesia’s largest housing lender. The shares commenced trading on December 17, 2009. The Regulation S deal was the largest IPO on the Indonesia Stock Exchange in 2009 as well as the first major Indonesian privatization involving a global offering since 2007. Net proceeds from the global offering will support the Bank’s expansion of its loan portfolio. The firm’s advisory team was led by Yeo Jih-Shian and Ashok Lalwani.

Baker & McKenzie has advised Starhill Global REIT, a Singapore publicly listed REIT with S$2 billion (US$1.42b) prime office and retail assets across Asia, in its acquisition on 20 January 2010 of the David Jones retail store in the Perth Central Business District in Australia. Valued at A$114 million (US$102m), the transaction is the largest property deal in Perth for almost 18 months. The vendor was MCS 28, a syndicate managed by Centro Properties Group – an Australian retail investment organisation specialising in the ownership, management and development of retail shopping centres. Starhill has become one of the first significant Singaporean REITs to recently invest in Australia. Partners Roy Melick and David Jones, with partners John Walker, Lewis Apostolou and Tim O’Doherty, led the firm’s advisory team.

Baker & McKenzie has advised technical drilling specialist Australian Drilling Solutions (ADS) in its merger with energy sector drilling expert Easternwell Group. ADS is a portfolio company of Ironbridge, a leading Australian private equity manager. The merger, which was announced on 14 January 2010, was financed by ADS’s existing banks plus three new lenders. It brings together two complementary businesses with strong customer bases and service capabilities which leverage their positions to capture more market share, especially in the very attractive coal seam gas and LNG markets. As the first true new money mid-market leveraged transaction in Australia following the global financial crisis, the deal demonstrates that bank financing remains available to private equity firms for the right assets. Private Equity partner Brendan Wykes led the firm’s advisory team while Banking & Finance partner Bryan Paisley advised on the debt financing. Easternwell Group was advised by McCullough Robertson while the banking syndicate of BOSI, Westpac, WestLB and new participants BankWest, GE Capital and Natixis was advised by Minter Ellison.

Khaitan & Co has advised Hindustan Composite Limited in the sale and transfer of its 18 acre property to Raghuleela Lessors and Developers Private Limited, a member of the Mumbai-based Wadhwa Developers group of companies, for approximately INR 571 Crores (US$125m) last 18 January 2010. The deal, which is the largest land transaction in Mumbai for more than one year, is expected to usher in a revival of large property transactions in the city. Numerous developers in Mumbai had shown keen interest in the strategically located property, which the buyer intends to develop as a residential project. The firm’s advisory team was led by partners Haigreve Khaitan and Sudip Mullick.

KhattarWong has advised PSC Investment Pte Ltd, a wholly-owned subsidiary of leading pan-Asian consumer essentials company PSC Corporation Ltd (PSC), in respect of its proposed conditional sale and purchase agreement with Lin Lun and Ly Hout (the vendors) for the US$4.5 million cash acquisition of 250 shares representing approximately 25 percent of the issued and paid up share capital of Cambodia headquartered Sport Social Affairs Co Ltd (SSA). The amount, which PSC intends to finance through the net proceeds of its rights issue of 2007, was arrived at on a willing-buyer-willing-seller basis, taking into account, amongst others, SSA’s 30-year exclusive agreement with the National Sport Foundation of the National Olympic Council of Cambodia (as its exclusive official partner and investor in their development programs), the licence from the Ministry of Finance to operate a sports lottery business in the Kingdom of Cambodia, the tangible net asset value and the earning potential of SSA. Corporate and Securities partner Hoon Tai Meng led the firm’s advisory team.

KhattarWong has acted for sports fashion footwear & apparel manufacturer China Sports International Limited in its placement of 120 million new ordinary shares at S$0.18 (US$0.13) per placement share, which is expected to raise s$21.6 million (US$15m) upon completion. Partner Nicole Tan Siew Ping from the firm’s Corporate and Securities Laws Department advised on this transaction.

Kim & Chang has advised leading Korea-based private equity funds H&Q and IMM as head of a consortium of investors in the acquisition, on 14 January 2010, of convertible preferred shares convertible into a 20.77 percent equity interest of Hi-Mart Co Ltd, the largest retail seller of electronic goods in Korea. The KRW 175 billion (US$150.56m) transaction enables Hi-Mart to repay its debt, redeem outstanding convertible bonds and generally improve its financial condition. The firm’s advisory team was led by partners Chang-Hyeon Ko and Kyung-Yoon Lee.

Minter Ellison has advised the ASX-listed leading integrated real estate specialist Mirvac Group on its acquisition of the ASX-listed Mirvac Real Estate Investment Trust (MREIT), in a deal valued at around A$365 million (US$326m). The transaction was effected by a trust scheme of arrangement and required the approval of MREIT unitholders. Mirvac Group owned 24.6 percent of MREIT prior to the implementation of the scheme. The acquisition increased its property portfolio to around A$4.6 billion (US$4b). Partners Stuart Johnson, Bart Oude-Vrielink and John Steven led the firm’s advisory team. Clayton Utz advised Mirvac REIT Management Limited for MREIT.

Stamford Law Corporation has represented the first Asia focused real estate investment trust, Mapletree Logistics Trust (MLT), which is a Singapore Exchange Mainboard-listed Real Estate Investment Trust acting through HSBC Institutional Trust Services (Singapore) Limited as trustee, in the S$34 million (US$24m) acquisition from leading global supply chain management company CEVA Freight (Singapore) Pte Ltd of a property at 15 Changi South Street Avenue 2 in Singapore. The property, located within a well-established logistics park where MLT has several other properties, will be leased back to CEVA with an initial term of 5 years and rental escalation of 2 percent per annum from the second year onwards. The firm’s advisory team was led by Directors Susan Kong and Marilyn Goh.

Vinson & Elkins LLP has advised Century Bridge Capital in its US$17.25 million acquisition of a 49 percent interest in Chongqing Verakin Changhao Development Company Limited, a Chongqing-based company engaged in the development of two residential real estate projects in that city. The total investment in the project will be US$70 million. The firm’s advisory team was led by partner David Blumental.

Watson, Farley & Williams LLP’s Singapore office has advised a syndicate of lenders and swap banks led by KASIKORNBANK Public Company Limited, as facility agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd-Bangkok Branch, as security agent, with Bank of Ayudhya Public Company Limited, Export-Import Bank of Thailand and Thanachart Bank Public Company Limited as the other lenders, in relation to a US$250 million financing provided to Precious Shipping Public Company Limited of Thailand. The facility will be utilized to finance up to 60 percent of the acquisition cost of the bulkers under 10 years of age, which will vary in size between 18,000 dwt and 58,000 dwt and which will be flagged either in Thailand or Singapore. The firm’s advisory team was led by partner Goh Mei Lin.

WongPartnership LLP has acted for the plaintiffs in a defamation action against Mr Freddie Koh, the president of the Singapore Swimming Club. The plaintiffs, who are former members of the club’s management committee, were accused by Koh of distorting the facts about the installation of a pool filtration system called the Natural Water System and misrepresenting to club members to get approval to ratify the non-budgetary expenditure on the Natural Water System. Deputy managing partner Tan Chee Meng and partner Chang Man Phing advised the plaintiffs.

WongPartnership LLP has advised Mapletree Trustee Pte Ltd and Mapletree Industrial Fund Management Pte Ltd – the trustee and the manager, respectively, of Mapletree Singapore Industrial Trust (MSIT), a private real estate fund focused on quality industrial properties – in the refinancing of MSIT’s existing facilities and the financing of the development of the project involving the construction of a built-to-suit data centre secured by, among others, mortgages over six properties. Partners Christy Lim, Carol Anne Tan and Khaw Gim Hong led the firm’s advisory team.

WongPartnership LLP has also advised Moya Holding Company BSC, a fully integrated water investments and services company based in the Kingdom of Bahrain, in its subscription of ordinary shares and options representing 51 percent of the enlarged issued share in the capital of Dayen Environmental Limited, a Singapore-based specialist engineering company providing integrated systems for waste and water treatment. Partners Chan Sing Yee and Tok Boon Sheng led the firm’s advisory team.

Finally, WongPartnership LLP has advised one of the world’s leading newsprint and paper suppliers, Norske Skog Panasia Co Pte Ltd, and its wholly-owned subsidiary Norske Skog Asia Pacific Pte Ltd, in their amalgamation. The two companies will continue as one company under the name of the former mother company, which will acquire all the rights, privileges, liabilities and obligations of its former subsidiary as a result of the amalgamation. Partners Vivien Yui and Kenneth Leong led the firm’s advisory team.

Deals – 5 February 2010

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Allen & Gledhill LLP has advised Frasers Centrepoint Asset Management Ltd, as manager of Frasers Centrepoint Trust (FCT), in respect of the proposed acquisitions of Northpoint 2 and YewTee Point for approximately S$290.2 million (US$205.9m) and a private placement of 137 million new units in FCT to raise gross proceeds of approximately S$191.4 million (US$135.8m). The proceeds from the private placement will be used to partly finance the acquisitions, with the balance to be funded by borrowings. Partners Jerry Koh, Margaret Soh and Chua Bor Jern led the firm’s advisory team.

Allen & Overy LLP has advised the Government of the Socialist Republic of Vietnam on a Rule 144A/Reg S US$1 billion sovereign bond offering. This is the country’s first sovereign bond issuance since 2005. The notes will pay a coupon of 6.75 percent per annum, will mature on January 29, 2020 and are listed on the Singapore Exchange. The notes are rated Ba3 and BB by Moodys and Standard and Poors, respectively. The firm’s advisory team was led by partner David Johnson and assisted on Vietnamese law by a team from Audier & Partners Vietnam LLC led by managing partner Nicholas Audier.

Appleby is advising CP Pokphand Co Ltd in connection with its proposed acquisition of substantially all of the independent feed mill operations in the PRC controlled by shareholders in the country. The HKSE-listed CP Pokphand is a Bermuda company involved in the feed additives and industrial businesses, and is the investment arm of the Charoen Pokphand Group, a leading Asian conglomerate operating within the agribusiness, retail and telecommunications markets. Consideration for the acquisitions is HK$5.38 million (US$0.7m), to be satisfied by the issue of more than 16.5 billion new ordinary shares and convertible preference shares in the company. The firm’s team is led by Hong Kong-based corporate partner Judy Lee.

AZB & Partners has advised Emerald Lands (India) Private Limited (Emerald) and its promoters, Brack Capital (investing through Crownworld Limited) and Silverglades Group, in connection with the acquisition of up to a 28 percent equity stake in Emerald by Infrastructure Leasing & Financial Services Limited (IL&FS) Investment Managers Limited, through subscription of fresh shares and a call option to acquire additional shares from the promoters. The consideration for the acquisition, which was completed 14 January 2010, was INR660 million (US$14m). Anil Kasturi led the firm’s advisory team.

AZB & Partners has also advised India’s biggest real estate developer Delhi Land and Finance Limited (DLF) in the sale to Prudential Finance (PGLH of Delaware Inc) of its 39 percent stake in the asset management and trustee of DLF Pramerica Asset Managers Private Limited and DLF Pramerica Trustees Private Limited, which had been set up as a joint venture between DFL and Prudential Finance. The transaction, valued at approximately INR160 million (US$3m), is subject to regulatory approvals. The firm’s advisory team was led by Allwyn Noronha.

Further, AZB & Partners has advised Singapore-based private equity fund Orient Global Tamarind Fund in the divestment of its 22.28 percent equity stake in India Infoline Investment Services Ltd and its 10.44 percent equity stake in India Infoline Marketing Services Ltd. The divestments were cumulatively valued at INR3.7 billion (US$80m). Partner Anil Kasturi led the firm’s advisory team.

AZB & Partners has also advised real estate agents Pioneer Urban Land & Infrastructure Limited on the Hotel Management Agreement and Trademark License Agreement with Sydney-based Carlson Hotels Asia Pacific Pty Limited, one of the largest and most diverse hotel management companies in the Asia Pacific region. The deal was valued at approximately INR2.3 billion (US$50m). Partners Meera Singh Joyce and Ravi Prakash led the firm’s advisory team.

Moreover, AZB & Partners has advised leading IT and business process solutions provider Cognizant Technology Solutions India Private Limited in a share purchase agreement valued at INR3.5 billion (US$75m) for the acquisition of 100 percent of the paid-up share capital of India’s leading brokerage and advisory services provider, UBS Service Centre (India) Private Limited. Partner Vishnu Jerome led the firm’s advisory team while Linklaters LLP and Fox Mandal advised UBS.

Finally, AZB & Partners has advised Canadian-based, privately held real estate firm Brahma Capital Corporation in the acquisition by Neptune Asian Mezzanine Limited (a Brahma Group company) of 92.15 percent of the equity share capital of Gajraj Commercial Private Limited, a non-deposit taking, non-banking financial company registered since 08 July 2009. The acquisition, valued at approximately INR360 million (US$8m), was made through a fresh issue of equity shares and compulsorily convertible non-redeemable preference shares of Gajraj Commercial. The deal gives Neptune complete control over the management and board of directors of the finance company. The firm’s advisory team was led by partner Essaji Vahanvati.

Baker & McKenzie has advised US motorcycle manufacturer Harley-Davidson in a groundbreaking IP case in China involving the protection of copyright in the unregistered trademark “Ha Lei in CC” (Harley in Chinese). The Beijing Higher People’s Court (HPC) upheld the initial Intermediate People’s Court ruling that defendants Chrome Horse and various related parties have committed trademark infringements and acts of unfair competition (including false advertisements) against Harley-Davidson. The Intermediate People’s Court had ordered, among other things, the defendants to stop using “Ha Lei in CC” as an enterprise name and to cease any false advertisement activities. The judgment is significant because the HPC took the view that, due to the extensive publicity in China, the unregistered “Ha Lei in CC” mark has become a transliteration of “HARLEY”. As such, the use of “Ha Lei in CC” by the defendants’ store infringed upon Harley-Davidson’s exclusive right to use the registered trademark “HARLEY”. The firm’s advisory team was led by Loke-Khoon Tan, head of the firm’s IP group in Hong Kong and China.

Baker & McKenzie.Wong & Leow has advised SGX-listed Jaya Holdings Limited and its subsidiaries on the restructuring of its substantial bank and trade debts, amounting to over S$1 billion (US$710m), in the short space of 7 months. The restructuring is the biggest in Singapore after the recent financial crisis. The schemes were approved by the creditors on 28 January 2010, subject to the sanction of the High Court of Singapore which is expected to conduct hearings on the schemes before the middle of February 2010. The Jaya Group is engaged in the business of building, selling and chartering out marine support vessels for the offshore oil industry. It was adversely affected by the pull back in bank lending and fall in oil prices in the last quarter of 2008 and early 2009, prompting it to announce a debt repayment standstill in mid-2009. The firm’s advisory team was led by Chuan Thye Tan, head of the firm’s financial restructuring and insolvency and dispute resolution groups.

Chang, Pistilli & Simmons has advised Sumisho Coal Australia (a subsidiary of Sumitomo Corporation, Japan) on the establishment of a joint venture with UK-based global mining group Xstrata Plc and leading Japanese export/import firm Itochu Corporation to develop the Wandoan Coal Project, one of Australia’s largest coal projects. Covering over 32,000 hectares of exploration tenure near Wandoan, Queensland, the project will comprise an open-cut coal mine, a coal handling and preparation plant, and support facilities. With an expected mine life of over 30 years, the mine will produce thermal coal for export markets and possibly domestic markets. The total investment for the project will be around A$6 billion (approx US$5.258b), including upstream infrastructure and construction. The firm’s advisory team was led by Jason Mendens, head of resources and energy team. Xstrata was represented by Mallesons Stephen Jacques and Itochu was represented by Baker & McKenzie.

Clayton Utz has advised Macquarie Capital Advisers as manager and underwriter of CSG Limited’s fully underwritten A$65 million (US$57.7m) institutional placement, which was completed in January. Undertaken in two tranches, the offer was well-received with strong demand from both existing and new institutional investors. Proceeds from the offer will be used to fund the acquisition of a 90 percent interest in Konica Minolta Business Solutions New Zealand Limited, New Zealand’s market leading print services business. The firm’s Melbourne corporate partner Brendan Groves led the advisory team.

Clifford Chance has advised Japanese industrial conglomerate Mitsui & Co Ltd on an innovative PIPE (private investment in private equity) investment in, and consortium takeover bid for, Hong Kong-listed TPV Technology Ltd, a company that specialises in the design and production of desktop monitors and LCD TVs and which has been listed on the Hong Kong and Singapore stock exchanges since October 1999. Mitsui’s proposed 10 percent PIPE investment in the world’s largest contract LCD maker came as TPV’s existing shareholder, China Electronics Corporation (CEC), completed a block trade to buy a further 9.75 percent stake from global electronics company Philips NV. CEC’s increased stake triggers a mandatory takeover offer under the Hong Kong Takeovers Code, which will be undertaken on an agreed consortium basis with Mitsui. The three elements of the transaction – the PIPE deal, the block trade and the takeover – which involved companies and exchanges in six countries, are valued at over US$1 billion. The firm’s advisory team was led by partner Andrew Whan.

Colin Ng & Partners LLP has advised pharmaceutical packaging specialist Bilcare Singapore Pte Limited on its recently completed restructuring of US$45.5 million in principal amount of 4 percent convertible bonds and US$44.5 million of bonds with warrants to subscribe for shares of Bilcare Limited. The bonds were listed on the Singapore Exchange Ltd and the shares are listed on the Bombay Stock Exchange. The transaction also involved an issue of US$54 million 7 percent exchangeable guaranteed bonds of Monument Pte Limited, which Bilcare Singapore guaranteed. The firm’s advisory team was led by partners Bill Jamieson and Stephen Soh.

Dewey & LeBoeuf has advised Russia-based SUAL Partners in the listing of RUSAL on the Hong Kong Stock Exchange. RUSAL is the world’s largest aluminium producer, with SUAL one of its principal shareholders. RUSAL is also the first Russian company to list on the HKSE as part of recent initiatives in Hong Kong to diversify the geographic base of listing candidates away from its traditional reliance on the Greater China region. The firm’s Hong Kong advisory team comprised of Stephen Wozencroft (a partner of the firm’s Hong Kong law licensed affiliate, Arthur Marriott & Associates), Hong Kong partner Paul Chen and newly appointed partner Heng Loong Cheong. Moscow client relationship partner Oleg Berger also assisted the team.

Drew & Napier LLC has advised Singapore Airlines Limited in the approximately S$277 million (US$196m) initial public offering (including over-allotment shares) of Tiger Airways Holdings Limited. Tiger Airways was successfully listed on the Singapore Exchange Securities Trading Limited on 22 January 2010. Singapore Airlines is the largest shareholder of Tiger Airways. Director Petrus Huang led the firm’s advisory team.

Gide Loyrette Nouel has advised multinational biotechnology company bioMérieux on the acquisition of Chinese rapid test manufacturer Meikang Biotech. The acquisition gives bioMérieux, a world leader in the field of in vitro diagnostics for the medical and industrial sectors, a strategic foothold in China with fully-owned, integrated manufacturing and research and development capabilities. The purchase forms part of business expansion in fast-growing emerging markets and bioMérieux will now have three corporate hubs: Marcy l’Etoile in France, Cambridge in the US, and Shanghai. Meikang Biotech provides a wide range of rapid tests based on lateral flow immunoassay technology, including tests for infectious diseases, cardiovascular diseases and cancer. The acquisition includes Meikang Biotech’s large production site in Shanghai on which bioMérieux intends to establish its Greater China headquarters as well as Asia-Pacific and corporate offices by mid-2010. The firm’s advisory team was led by partner David Boitout.

Gilbert + Tobin has advised BNY Mellon Australia (BNY), a subsidiary of leading asset management and securities services company The Bank of New York Mellon Corporation, on the appointment of Martin Madden and David Merryweather of KordaMentha (an Australia-based business and asset recovery services company) as receivers and managers to certain of the Lane Cove Tunnel entities. BNY performs a number of roles in relation to the financing of the Lane Cove Tunnel, a A$1.1 billion (US$969m), 3.6km twin tunnel tollway in Sydney, Australia. In its role as security trustee, BNY appointed the receivers and managers on the instructions of MBIA Insurance Corporation. The firm’s advisory team was led by partner Duncan McGrath, assisted by insolvency partner Tim Castle.

JSM (in association with Mayer Brown LLP and Mayer Brown International LLP) 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, on its proposed acquisition of Neo-China Land Group (Holdings) Limited, a listed company principally engaged in property development and investment in the PRC. The proposed acquisition involves acquisition of existing shares, subscription of new shares and a possible mandatory cash offer for all the issued shares and convertible securities of Neo-China. The maximum consideration for the proposed acquisition will be approximately HK$5.2 billion (US$670m). Partners Patrick Wong and Allan Yu led the firm’s advisory team.

Khaitan & Co has advised Lyceum Capital Partners LLP (Lyceum) of the UK in relation to the acquisition of a majority stake in McKinnon & Clarke. Lyceum is a prominent private equity firm based in London with investments in middle-market companies across Europe and Asia involved in the health care, industrial systems, IT, business outsourcing, education, and environmental risk management sectors. Lyceum makes a point of buying companies to which it adds smaller businesses in the same or associated sectors. Scotland-based McKinnon & Clarke is a global provider of consultancy services to business users on energy and environmental usage and legislation in regulated and deregulated markets across the globe. The total consideration for the acquisition was approximately US$35.6 million.

Khaitan & Co has also advised MBE Holding Pte Limited, Cologne Engineering GmbH and McNally Bharat Engineering Company Ltd in relation to the acquisition of Humboldt Wedag Coal & Minerals Technology GmbH, Humboldt Wedag (SA) (Proprietary) Ltd and Humboldt Wedag Minerals India Private Limited and the business transfer of the Cologne Workshop of Humboldt Wedag GmbH. The deal value was US$16 million.

Khaitan & Co has also advised INOX India Ltd in relation to the US$24.5 million purchase of a substantial majority interest in Cryogenic Vessel Alternatives Inc (CVA) on a cash-free, debt-free basis. INOX India is one of the top five manufacturers of cryogenic liquid storage and transport tanks and a reputed supplier to leading international gas companies. It is also one of the largest manufacturers of disposable refrigerant gas cylinders in the world. CVA has comprehensive manufacturing and repair facilities for cryogenic equipment at its facility in Texas. Since it was earlier incorporated as a limited liability partnership with holding partnership interests through limited liability companies and limited partnerships, the group structure was simplified whereby the partnership was converted into an incorporated entity in order to facilitate the acquisition.

Finally, Khaitan & Co has advised RPG Enterprises in relation to the merger of 6 companies which are part of the RPG group and are situated in the 3 different jurisdictions of Kolkata, Mumbai and Delhi. Total consideration involved in the merger was US$66 million. The transaction, which was finalised within its 6 months completion target, involved the merger and dissolving of 5 companies without the process of winding up, which entailed closely working with government offices in the different jurisdictions as the records and accounts of the said companies were closely scrutinized by these government offices. As one of the companies was a non-banking finance company, approval for the transaction was required from the Reserve Bank of India, the country’s central bank.

KhattarWong has advised Ryobi Kiso Holdings Limited, one of Singapore’s leading ground engineering solutions providers, in its initial public offering and listing on the Mainboard of the SGX-ST on 27 January 2010. The IPO consisted of 192 million new shares comprising of 2 million shares by way of public offer and 190 million shares by way of placement at S$0.26 (US$0.18) per share. The post invitation market capitalisation was S$199 million (US$141m) and the gross proceeds from the IPO was approximately S$49.9 million (US$35.3m). Partner Lawrence Wong led the firm’s advisory team.

Kim & Chang has advised Korea-based leading private equity funds H&Q and IMM in leading a consortium of investors in the acquisition of convertible preferred shares, convertible into a 20.77 percent equity interest of Hi-Mart Co Ltd, for an aggregate purchase price of KRW175 billion (US$152m). The transaction enabled Hi-Mart, Korea’s largest retail seller of electronic goods, to repay its debt, redeem outstanding convertible bonds and generally improve its financial condition. Partners Chang-Hyeon Ko and Kyung-Yoon Lee led the firm’s advisory team.

K&L Gates LLP has represented Kandi Technologies Corp, a Chinese manufacturer of all-terrain vehicles and electric cars, in a $10 million traditional PIPE transaction through the issuance of senior convertible notes to two US institutional investors. The firm’s advisory team included partners Willie Dennis, Phil Haber, Beth Kramer, Lorraine Massaro, and Robert Matlin.

Luthra & Luthra Law Offices has advised a consortium of banks and financial institutions led by one of India’s leading public sector banks, the Industrial Development Bank of India Limited, in providing project financing to GVK Power (Goindwalsahib) Limited, a subsidiary of GVK Power & Infrastructure Limited. The Rs2400 crores (US$520.7m) financing will be used to develop a power project with total capacity of 540 MW. The firm’s advisory team was led by partner Vijaya Rao.

Sidley Austin has represented Evergrande Real Estate Group Limited, one of the largest property developers in China, in connection with its recent offering of 13 percent senior notes due 2015 in an aggregate principal amount of US$750 million, with “high-yield” covenants, pursuant to Regulation S and Rule 144A. The firm’s advisory team was led by Timothy Li and Matthew Sheridan from the Hong Kong office.

Skadden is representing KDDI Corporation (KDDI) in its approximately $4 billion indirect acquisition of a 37.8 percent stake in Jupiter Telecommunications Co Ltd (J:COM), a Japanese company listed on JASDAQ. J:COM is the largest cable television service provider in Japan and also provides high-speed internet access, telephony and mobile services. KDDI is the second largest telecommunications company in Japan, whilst its subsidiary, Japan Cablenet Limited, is the second largest cable television service provider in the country. The acquisition enables KDDI to expand its subscriber base in both number and regional coverage. The firm’s advisory team includes partners Mitsuhiro Kamiya and Michael Mies in Tokyo.

Stamford Law Corporation is advising Singapore Exchange Catalist-listed Top Global Limited (Top Global), a waterproofing and roof thermal insulation specialist, in the mandatory unconditional cash offer made for all the shares and warrants of the company by Oei Siu Hoa @ Sukmawati Widjaja (Widjaja). Widjaja, a substantial shareholder of Top Global, and The Ascend Opportunity Fund (Ascend), a sub fund of The Ascend Funds PCC, entered into separate subscription agreements with Top Global in October 2009 in respect of the issue and allotment of 7 billion new shares by Top Global to each of the parties. The agreement was later renounced by Ascend which offered its rights to subscribe to the shares to Widjaja. Accordingly, the mandatory offer was triggered under Rule 14 of the Singapore Code on Takeovers and Mergers, when Widjaja accepted the offer of subscription, resulting in her ownership of 59.83 percent of the entire issued share capital of Top Global. The firm’s advisory team is led by Director Yap Wai Ming.

Stamford Law Corporation has also represented Singapore Exchange Mainboard-listed Hiap Hoe Limited in the appointment by HH Properties Pte Ltd of Wyndham Hotel Management Inc to operate two new hotel-cum-commercial developments at Zhongshan Park in Singapore, under the Ramada and Days Inn brand names. HH Properties, Hiap Hoe’s joint venture company established with SuperBowl Holdings Limited, was awarded the site in August 2008 for the S$300 million (US$213m) developments which are expected to be ready for business in 2014. Wyndham Hotel Management is part of the Wyndham Hotel Group which operates more than 7,000 hotels and 590,000 rooms under its hotel brands. The firm’s advisory team was led by director Susan Kong.

Watson, Farley & Williams LLP has advised Bumi Armada Berhad, Malaysia’s largest owner and operator of offshore vessels, on the contracts for a US$700 million deal with Vietnam-based Hoang Long Joint Operating Company for the supply and lease of a floating, production, storage and offloading (FPSO) vessel to be deployed at the Te Giac Trang (TGT) oilfield, off the coast of Vietnam. The tanker will be converted into an FPSO at Keppel shipyard in Singapore and the first oil is expected in mid 2011. The oilfield (also known as White Rhinoceros) was discovered in 2005 and seven wells have been drilled during its exploration and appraisal. Individual reservoir zones have tested at rates of over 8,000 barrels of oil per day and 4 million standard cubic feet of gas per day with a minimum of 10 years expected economic field life. The firm also advised on the joint venture agreement between Bumi Armada and Vietsovpetro, the alliance partner to Bumi Armada for the TGT project. Vietsovpetro is a joint venture established in Vietnam between the national oil companies of Vietnam and Russia. The firm’s advisory team was led by partner Chris Lowe.

Winston & Strawn LLP has represented leading China-based domestic water treatment equipment supplier Duoyuan Global Water Inc in a US$98.8 million follow-on public offering of 3.5 million American Depositary Shares, representing 7 million ordinary shares, at a price of US$29.50 per ADS. Hong Kong-based partner and chairman of the firm’s Asia practice group, Simon Luk, and New York-based partner Eric Cohen led the firm’s advisory team.

Wong & Partners has advised Navis Capital, an Asian private equity investment firm, on its acquisition of a control position in the Alliance Cosmetics group of companies. Partner Brian Chia, head of the firm’s corporate & commercial practice group, led the advisory team which also worked with Baker & McKenzie’s member firms in Singapore and Jakarta on the deal.

WongPartnership LLP has acted for Olam International Limited in its issue of S$250 million 4.07 percent notes due 2013. The notes will be issued under Olam’s existing medium term note programme which was established in 2004. Partner Colin Ong led the firm’s advisory team.

WongPartnership LLP has also acted for Info Giant Investments Limited (Info Giant) in its voluntary conditional cash offer for all the issued and paid-up shares in the capital of Hongguo International Holdings Limited, the manufacturer for one of the leading brands of ladies’ fashion footwear in the PRC. The firm also advised Info Giant with regard to the financing for the offer. Partners Ng Wai King, Tay Liam Kheng and Christy Lim advised on the transaction.

WongPartnership LLP has acted for CapitaCommercial Trust Management Limited in the divestment of Robinson Point, a 21-storey freehold office development in Singapore, to AEW Asia, a unit of AEW Capital Management LP, for a total consideration of S$203.25 million (approx US$143m). Partners Carol Anne Tan , Khaw Gim Hong and Karen Wee led the transaction.

Furthermore, WongPartnership LLP has acted for Parkway Holdings Limited (Parkway) in the subscription by Mitsui & Co Ltd of a 49 percent stake in Parkway’s clinical research facility, Gleneagles CRC Pte Ltd. Partners Mark Choy and Lam Chung Nian led the transaction.

Finally, WongPartnership LLP acted for M+W Singapore Pte Ltd (formerly M+W Zander (S) Pte Ltd) in an amalgamation exercise involving two of its wholly-owned subsidiaries, Lead Management Engineering & Construction Pte Ltd (Lead Singapore) and UCT Engineering (S) Pte Ltd (UCT). Lead Singapore and UCT have now been amalgamated as part of an internal restructuring of the M+W Singapore Group, and will continue as one company under Lead Singapore’s name. Partners Vivien Yui and Miao Miao acted on the matter.