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Deals – 13 May 2010

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Allen & Gledhill LLP has acted as Singapore counsel to PSA Corporation Limited (PSA), DBS Bank Ltd as the lead manager and the paying agent, and DBS Trustee Limited as the trustee, in respect of the issuance by PSA of its S$400 million (US$290m) fixed rate notes due 2020. Partners Tan Tze Gay and Margaret Chin led the firm’s advisory team.

Allens Arthur Robinson has acted for New Zealand-owned Meridian Energy Ltd (Meridian) in respect of its acquisition of South Australia’s Mt Millar wind farm from ASX-listed entity Transfield Services Infrastructure Fund. Completion of the transaction is expected by 31 May 2010. The transaction, valued at A$191 million (US$171m), marks an important step for Meridian in strengthening its position in the Australasian renewables energy market. Partner Anna Collyer led the firm’s advisory team.

Allens Arthur Robinson has also acted for Catalyst Investment Managers Pty Ltd (Catalyst), a leading independent firm in the Australasian private equity market, in respect of its acquisition of Actrol Parts, a market leading wholesaler and distributor of refrigeration and air-conditioning systems and parts. The transaction is the first leveraged buyout of its kind in Australia since Archer Capital’s acquisition of MYOB in early 2009. Partners Steve Clifford and Richard Gordon led the firm’s advisory team. Freehills advised the vendor whilst Corrs Chambers Westgarth advised the relevant banks to the transaction, Westpac and Commonwealth Bank of Australia.

Baker & McKenzie has acted for Castlemaine Goldfields Limited (CGL) in respect of the acquisition of the Ballarat Gold Project and the associated A$32 million (US$28.7m) capital raising. The acquisition settled on 7 May 2010 following its announcement on 5 March 2010. The work included negotiation of the transaction documentation with Lihir Gold Limited (Lihir), placement and share purchase plan documentation raising A$32 million (US$28.7m) and CGL shareholder approval and associated documentation. Partners Richard Lustig and John Mollard led the firm’s advisory team. Blake Dawson acted for Lihir.

Cleary Gottlieb has represented Samsung Life Insurance (SLI) in respect of its US$4.4 billion IPO, the largest IPO ever by a Korean company. Goldman Sachs, Bank of America Merrill Lynch and Morgan Stanley were joint bookrunners for the international tranche of the offering. SLI is Korea’s leading life insurance company and is one of the flagship companies of the Samsung Group, Korea’s largest business group. The IPO priced near the high end of the expected price range on 23 April 2010, and the common shares will begin trading on the KRX KOSPI Market of the Korea Exchange on 12 May 2010. As of the pricing date, the company would rank sixth in terms of market capitalization among companies listed on the Korea Exchange. The firm’s advisory team was led by Hong Kong-based partners Jinduk Han and Sung K Kang.

Colin Ng & Partners LLP has advised Mann Seng Metal International Limited (MSM), the Singapore holding company of a Malaysia-based integrated metal engineering solutions group, in respect of its listing on the Catalist Board, the sponsor supervised board of the Singapore Exchange Securities Trading Limited. MSM’s shares commenced trading on 7 May 2010 and all 20 million new placement shares were successfully placed out at S$0.25 (US$0.18) each. The firm’s advisory team was led by partners Elaine Beh and Allan Tan.

DLA Piper has acted as the international counsel to the Ministry of Industry and Trade of the Socialist Republic of Vietnam (MOIT) in respect of the establishment of the Mong Duong II Power Project, a new coal-fired power plant in Vietnam. The firm, together with its local counsel Vietbid, represented MOIT in its negotiations with AES Corporation and its subsidiary, AES VCM Mong Duong Power Company Limited, with respect to a Build-Operate-Transfer (BOT) arrangement between the government and AES, a power purchase agreement with state-owned power company Electricity Vietnam, and a coal supply agreement with the Vietnam National Coal-Mineral Industries Group (the state-owned coal and mineral company that will supply locally sourced fuel to the facility). The project is expected to be in operation by the end of 2014. Partner Lance Miller led the firm’s advisory team.

Herbert Smith has advised HKSE-listed Solartech International Holdings Limited in respect of its acquisition of a copper-gold-silver mine in Mongolia. The transaction value was HK$1.5 billion (US$192 million), payable in cash and convertible bonds. The firm’s advisory team was led by Hong Kong corporate partner Tommy Tong.

Luthra & Luthra Law Offices has advised Ciena Corporation, a multinational specializing in high-performance network systems, software and professional services, in respect of the India leg of its worldwide acquisition of the optical networking and carrier Ethernet technology of Nortel’s Metro Ethernet Networks business. The aggregate purchase price is reported to be approximately US$774 million. The firm’s advisory team was led by Vikas Srivastava.

Mallesons Stephen Jaques has acted for the underwriter, Credit Suisse, in respect of an A$80 million (US$71.7m) institutional placement for Australian Infrastructure Fund (AIX) to help fund its acquisition of an additional 2.21 percent stake, which is valued at around A$75 million (US$67m), in Australia Pacific Airports Corporation. Partner Jason Watts led the firm’s advisory team.

Nishith Desai Associates has acted as legal and tax counsel for DBS Bank Ltd Singapore (DBS) in respect of its exit from Cholamandalam DBS Finance Limited (Chola DBS), by way of sale of a 37.48 percent equity stake and preference shares to Murugappa Group. The deal is valued at approximately INR3.8 billion (US$83 million). Chola DBS was a 50:50 joint venture non-banking financial company between DBS and Murguappa Group. The company is listed on the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Madras Stock Exchange Limited.

Rajah & Tann LLP has advised China Minzhong Food Corporation Limited (CMFC) in respect of its IPO of more than 537 million shares on the SGX-ST. The IPO aims to raise S$236.8 million (US$171.3m), or S$272.3m (approx US$197.4m) if the over-allotment option is fully exercised. The shares commenced trading on 15 April 2010. The transaction is one of the largest S-Chip IPOs on the SGX-ST since the 2008 sub-prime, and makes CFMC has become the first integrated vegetable cultivator and processor to be listed on the SGX-ST. Partners Chia Kim Huat and Howard Cheam led the firm’s advisory team. Fangda Partners advised CMFC as to PRC law, whilst Stamford Law Corporation and Yuantai Law Offices acted as Singapore and PRC counsel respectively to the sole global coordinator, sole bookrunner, joint financial advisers, joint issue managers, joint underwriters and joint lead managers.

Shook Lin & Bok LLP has acted as Singapore counsel for SGX-ST-listed Yanlord Land Group Limited in respect of its listing of US$300 million senior notes on the SGX-ST. Partner Gwendolyn Gn led the team.

Simmons & Simmons has advised Cheung Kong Infrastructure Holdings Limited, the largest publicly listed infrastructure company in Hong Kong, in respect of the £211.7m (US$316m) acquisition by its subsidiary, Electricity First Limited, of BG Group’s 50 percent stake in Seabank Power Limited (SPL). SPL, a 50:50 joint venture between BG Group and Scottish and Southern Energy (SSE), operates Seabank Power Station, the 1,140 MW combined-cycle gas turbine near Bristol in the UK. Closing of the acquisition is conditional on SSE not exercising its pre-emption rights in respect of BG Group’s stake. The firm’s advisory team was led by M&A partner Paul Exley, with projects partner Martin Stewart-Smith and Hong Kong-based M&A partner Tom Deegan.

White & Case LLP has advised PCCW Ltd in respect of its HK$16 billion (US$2b) self-arranged senior three-tranche term loan and revolving credit facility. The loan, which is via Hong Kong Telecommunications (HKT) Limited and guaranteed by HKT Group Holdings Limited, comprises a HK$8 billion (US$1b) revolving credit, a HK$3 billion (US$385m) term loan, and a HK$5 billion (US$642m) term loan. The financing, which was signed on 5 May 2010, was over 1.5 times oversubscribed, with 21 local and international banks offering an aggregate of over HK$25 billion (US$3.2b). The firm’s advisory team was led by Hong Kong-based partner John Hartley.

WongPartnership LLP has acted for state-owned Tasweeq, the Qatar International Petroleum Marketing Company, in respect of the structuring of their entities in Singapore and on tax regimes, in relation to the establishment of its first international operation in Singapore. The company’s Singapore office will serve as an important base in the Asian market for the export of LPG, refined products, condensates and sulphur. Partners Tan Kay Kheng and Paul Sandosham acted on the matter.

WongPartnership LLP has also acted for the owner of a five-star luxury hotel being developed in Abu Dhabi, UAE, in respect of negotiations with Starwood EAME License & Services Company BVBA for the hotel development consultancy agreement, the hotel management agreement and other related ancillary agreements. Managing Partner Dilhan Pillay Sandrasegara and partners Elaine Chan and Owyong Eu Gene acted on the matter.

In addition, WongPartnership LLP, led by partner Lam Chung Nian, has advised Recording Industry Performance Singapore (RIPS), the industry organisation representing the copyright interests of all of the major sound recording labels, in two separate transactions, namely:
• The launch of its new media licensing schemes, including the internet simulcasting of radio transmissions (and conclusion of a licensing arrangement with MediaCorp Radio therefore) and the world’s first cable TV interactive karaoke video-on-demand service launched by StarHub; and,
• The preparation of a White Paper to assist RIPS with its lobbying for the expansion of copyright protection in respect of sound recordings.

Finally, WongPartnership LLP has acted for the Motion Picture Association International (MPAI), which represents the interests of major US film studios (such as Twentieth Century Fox, Sony Pictures, Warner Brothers, etc), in respect of the conduct of a regional study of copyright laws in Asia to assist MPAI in its strategic review of anti-piracy policies. The firm is also advising MPAI on its initiatives involving ISP graduated response programmes and anti-camcording legislation. Partner Lam Chung Nian again acted on the matter.

Deals – 20 May 2010

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AZB & Partners has advised Kalpataru Power Transmission Limited in respect of its issuance of approximately 4 million equity shares. At a price of approximately INR 1,075 per equity share, the issuance, which was completed on 10 May 2010, aggregates approximately INR4.5 billion (US$100m). Partner Shameek Chaudhuri led the transaction.

In addition, AZB & Partners has advised EID–Parry (India) Limited in respect of its acquisition of approximately 65 percent of the capital of GMR Industries Limited (GMRI). The acquisition was made both by way of a negotiated sale with GMR Holding Private Limited, GMRI’s selling promoter, and following an open offer to the public shareholders of GMRI. The transaction was signed and announced on 25 April 2010 and is yet to be completed. The deal value is approximately INR5.6 billion (US$124m). Partner Srinath Dasari led the transaction.

Further, AZB & Partners has also advised the New York Stock Exchange (NYSE) in respect of its agreement to transfer a 5 percent stake in the National Stock Exchange of India Limited (NSE) to Aranda Investments, a Temasek investment entity. Pursuant to the stake sale, NYSE will undertake a full exit from its 2007 investment in the NSE. The deal, which was completed on 3 May 2010, was valued at approximately INR8.2 million (US$175m). Partner Darshika Kothari led the transaction.

Finally, AZB & Partners is advising Kohlberg Kravis & Roberts & Co LP, through an affiliate SPV, in respect of its proposed investment to acquire equity shares and fully convertible debentures issued by Avnija Properties Limited (APL), a 100 percent subsidiary of Dalmia Cement (Bharat) Limited (DCL). DCL is currently reorganizing and restructuring its businesses and that of its subsidiaries. One of the expected results is the demerger of DCL’S cement business into APL. The deal, which is yet to be completed, is valued at approximately INR7.5 billion (US$166m). Partners Ashwin Ramanathan and Essaji Vahanvati are leading the transaction.

Blake Dawson has advised the Mitsubishi Consortium in respect of its acquisition of the Australian business of United Utilities PLC – the UK’s largest listed water company – for approximately A$225 million (US$190m). It is the first global acquisition in this sector by Mitsubishi, Japan’s largest general trading company. The deal value comprises A$176 million (US$148m) cash and A$49 million (US$41m) in net debt assumed by the consortium, which also includes Manila Water Company Inc, JGC Corporation and Innovation Network Corporation of Japan. The transaction is subject to a number of consents and regulatory approvals, with completion expected to be achieved in the second half of 2010. Partners Ian Williams and Natsuko Ogawa led the firm’s advisory team.

Blake Dawson has also advised the PRC state-owned enterprise Beijing China Metallurgical Investment Co Limited (CMIC) in respect of a A$200 million (US$169m) 50/50 joint venture investment and share placement in Emergent Resources Limited (Emergent), to develop the Beyondie iron ore tenements in Western Australia. Under the terms of the JV, CMIC will subscribe to 50 percent of the shares in a newly established JV company for A$100 million (US$84.5m) and will also provide financing for a further A$100 million (US$84.5m) for project development. Following completion of all transactions, which are still subject to Foreign Investment Review Board approval and Chinese government approvals, CMIC will have an approximate 60 percent interest in the Beyondie project. Partner Richard Flynn led the firm’s advisory team.

Clayton Utz has acted for Macquarie Capital Adviser as the underwriter in respect of CSG Limited’s (CSG) A$40 million (US$34m) institutional placement. The capital raising comprised of approximately 21 million shares to institutional and sophisticated investors at A$1.90 (US$1.60) per share. Funds raised will provide CSG with funding for announced acquisitions and additional working capital. Equity capital markets partner Brendan Groves led the transaction.

Clayton Utz has also advised Gindalbie Metals Ltd (Gindalbie) in respect of its announced capital raising – which is expected to raise between A$175 million (US$147m) and A$206 million (US$173m) – for the development of the A$2 billion (US$1.68b) Karara Iron Ore Project. The capital raising comprises a conditional A$111.8 million (US$94m) share placement, a placement with joint venture partner and largest shareholder, Ansteel, to raise between A$63 million (US$53m) and A$74 million (US$62m), and a share purchase plan to raise up to A$20 million (US$17m). Proceeds will be used to finance Gindalbie’s share of the project’s construction costs and fund its equity share of the A$430 million (US$362m) working capital requirements. Perth corporate partner Mark Paganin led the transaction.

Clifford Chance has advised export group and global supply manager Li & Fung Limited in respect of its US$400 million 5.25 percent bond issue due 2020. The deal was priced at 99.854 percent with a coupon to offer a yield of 5.269 percent. Hong Kong-based Li & Fung is the controlling shareholder of the Li & Fung Group of companies, which are engaged in export sourcing, distribution and retailing in 40 economies worldwide. Partner Connie Heng led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised Citigroup Global Markets Inc, Merrill Lynch International and UBS AG. as initial purchasers, in respect of the US$120 million Rule 144A/Reg S offering by Fantasia Holdings Group Co Limited (Fantasia) of its 14 percent senior notes due 2015. Fantasia is a leading property developer and property related service provider in the PRC. Partners William F Barron, Show-Mao Chen and James C Lin led the firm’s advisory team. The initial purchasers were also advised by King & Wood as to PRC law. Fantasia was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Commerce and Finance Law Offices as to PRC law.

Herbert Smith has advised Credit Suisse, HSBC and JP Morgan Cazenove, as the lead banks, in respect of the launch of Prudential’s US$21 billion rights issue, Hong Kong and Singapore listings and further debt financing. The issue is in line with Prudential’s proposed US$35.5 billion acquisition of AIA, AIG’s Asian operations. The rights issue, the largest ever by a UK listed company, is subject to shareholder approval at a general meeting to be held on 7 June 2010, and rights are expected to start trading on 8 June 2010. Prudential is seeking a dual primary listing on the HKSE and a secondary listing on the SGX. Listing is expected to occur on 25 May 2010. Corporate partners Will Pearce and Alex Bafi led the firm’s advisory team. Debevoise is advising AIG. Prudential is being advised by Slaughter and May in London and Hong Kong, by Allen & Gledhill in Singapore, and by Cleary Gottlieb on US securities law issues.

Jones Day has represented City Telecom (HK) Limited, a provider of residential and corporate fixed network and international telecommunications services in Hong Kong, in respect of its sale in a follow-on public offering in the US of American Depositary Shares valued at US$52.3 million. The offering was underwritten by Oppenheimer & Co Inc and Roth Capital Partners LLC.

KhattarWong has acted for PRC-based sports-apparel manufacturing company K-Star Sports Ltd in respect of its IPO on the Main Market of Bursa Malaysia on 12 May 2010. This IPO is expected to raise RM33 million (US$10m) through the issue of more than 15 million new shares at an issue price of RM2.15 (US$0.66) per share. K-Star Sports Ltd is due to be listed this 31 May 2010 and is the fourth China-based company to obtain a listing on the Bursa Malaysia. Partner Ch’ng Li-Ling led the transaction.

Kim & Chang has advised the senior lender in relation to a ship financing transaction for the purchase of a 180,000 DWT Bulk Carrier by a Panamanian corporation incorporated by KAMCO. The vessel was purchased through the proceeds from a JPY 4,410,000,000 (approx US$ 48m) senior loan facility from a Panamanian corporation incorporated by Mitsubishi Corporation, and a US$20 million subordinated loan facility from a ship investment company incorporated by KAMCO. Amongst other things, the firm reviewed the process for implementing the security structure and the sale and purchase of the vessel. The advisory team included Soo Man Park, Chung Hoon Ahn and Ie Hwan Yoo.

Kim & Chang has also advised Korea Retail Holdings BV in relation to it sale of 100 percent of the shares in Buytheway Inc – the 4th largest convenience store operator in Korea – to Korea Seven, the nation’s 3rd largest convenience store operator. The transaction was completed for a total consideration of KRW 274 billion (approx US$236m). Partner Y.J. Ro led the firm’s advisory team.

Mallesons Stephen Jaques has advised Hancock Queensland Plantations, a company managed by the Hancock Timber Resource Group, in respect of its agreement with the Queensland Government for the sale of the 99 year licence for Forestry Plantations Queensland, the government entity which manages state-owned timber plantations. The sale, valued at A$603 million (US$509m), marks the first in a series of proposed asset privatisations announced by the Queensland Government. The firm’s advisory team was led by partners Susan Hilliard and Brian Murphy.

In addition, Mallesons Stephen Jaques is advising global manufacturing company Bradken Ltd in respect of its equity raising through share placement to fund its A$51 million (US$43m) acquisition of Almac Machine Works in Canada. Under its equity raising, Bradken also proposes to conduct a share purchase plan offer. The placement is being underwritten by Merrill Lynch. The acquisition is expected to be completed on July 2010 and is part of Bradken’s strategy to build a stronger presence in the world’s major mining regions. The firm’s advisory team is being led by partners Meredith Paynter and Michael Barker.

Finally, Mallesons Stephen Jaques has acted for French multi-national dairy product company Danone in respect of the establishment of a joint venture with Australia’s largest dairy exporter, Murray Goulburn. The JV – to be called Danone Murray Goulburn – will produce yoghurt under the Danone brands at Kiewa in country North West Victoria for distribution throughout Australia. Partner Joshua Cole led the firm’s advisory team.

Milbank, Tweed, Hadley & McCloy LLP has advised the lenders in respect of the financing of the US$850 million Cirebon Power Project in Indonesia, the first independent greenfield power project to be publicly tendered in Indonesia since 1997. The project involves the design and construction of a 660 MW coal-fired power plant and all related equipment and facilities and is scheduled for completion by October 2011. The lender group included export credit agencies Japan Bank for International Cooperation (JBIC) and The Export-Import Bank of Korea (KEXIM), as well as commercial lenders Sumitomo Mitsui Banking Corporation, Mizuho Corporate Bank, Ltd, The Bank of Tokyo-Mitsubishi UFJ, Ltd and ING Bank NV. Singapore partner James Murray led the firm’s advisory team, whilst ABNR, Wong Partnership and Yulchon also acted as Indonesia, Singapore and Korean counsel to the lenders. Paul, Hastings, Janofsky & Walker LLP acted as international counsel to the borrower and project sponsor Marubeni Corporation, whilst Makarim & Taira S acted as borrower’s Indonesian counsel.

Paul, Hastings, Janofsky & Walker has advised China COSCO in respect of the placement of existing shares and the top-up subscription of new shares in its subsidiary, HKSE-listed COSCO Pacific Limited. JP Morgan Securities Ltd and Goldman Sachs (Asia) LLC acted as placement agents on the US$601 million transaction. The firm’s advisory team was led by partner Raymond Li.

Paul, Hastings, Janofsky & Walker LLP has also advised Dong-A Pharmaceutical Co Ltd, a leading Korean pharmaceutical company, in respect of a major equity investment from, and the formation of a strategic alliance and business collaboration with, GlaxoSmithKline (GSK). The partnership represents one of the largest and most comprehensive in the history of Korea’s pharmaceutical industry and will involve collaboration in the marketing and co-promotion of current and future prescription drugs in Korea. The equity investment, valued at over KRW143 billion (US$125m), will result in GSK owning a 9.9 percent equity interest. The firm’s advisory team was led by partners Matthew Berger and Daniel Kim.

Salans has acted for Lansen Pharmaceutical Holdings Limited (Lansen), a pharmaceutical company focused on the development, manufacturing and distribution of rheumatic specialty western pharmaceuticals in the PRC, in respect of its IPO and the placing and listing of its shares on the HKSE. The IPO raised approximately HK$350.4 million (US$45.1m). Piper Jaffray was the sole bookrunner, sole lead manager and sole sponsor. The firm also advised Lansen’s parent company, the London Stock Exchange-listed Cathay International Holdings Limited, in respect of the partial disposal of its interest in Lansen in the placing and public offer and shareholder approval required for the transaction. Partner Benny Pang led the transaction.

Shook Lin & Bok LLP has advised HSBC Institutional Trust Services (Singapore) Limited, the trustee of Cache Logistics Trust (CLT), in respect of the IPO of more than 474 million units in CLT which were listed on the SGX. The offering raised gross proceeds of S$417.2 million (US$298m). The transaction is the first IPO by a real estate investment trust in Singapore since 2008 and also the first IPO by an REIT after the implementation of the licensing regime for REIT managers in Singapore. The firm’s advisory team was led by partner Nicholas Chong and included partners Joseph Chun and Ghram Gazalle Mok.

Shook Lin & Bok LLP is also acting for Deloitte and Touche LLP as the judicial managers in respect of two insolvency and restructuring transactions, both of which are led by partners Sarjit Singh Gill SC and Pradeep Pillai.

• The firm, together with foreign counsels and solicitors, is advising the judicial managers of Armada (Singapore) Pte Ltd (ASPL) in numerous insolvency related matters, issues and contractual disputes involving ASPL and its subsidiaries. ASPL is the parent company of subsidiaries which provide cargo freight and chartering services worldwide. To date, 73 creditors have lodged proofs of debt amounting to US$925 million against ASPL.

• The firm is also advising the judicial managers of Jurong Technologies Industrial Corp Ltd (JTIC) and Jurong Hi-Tech Industries Pte Ltd (JHTI). JTIC is an SGX-listed company which has over 40 subsidiaries worldwide while JHTI is JTIC’s key subsidiary. To date, close to 500 creditors have lodged proofs of debts amounting to approximately S$350 million (US$250m) against JTIC and JHTI. The firm is also advising the clients on their investigation of JTIC and JHTI’s financial affairs and is representing the clients in suits against two bank creditors of JTIC and JHTI.

Skadden, Arps, Slate, Meagher & Flom has represented Bank of America Merrill Lynch, ICICI Securities, Axis Bank and IDBI Capital Market Services in respect of the US$315 million QIP of shares by Bombay Stock Exchange-listed GMR Infrastructure Limited, the holding company formed to finance the GMR Group’s infrastructure projects. India’s GMR Group is one of the fastest growing infrastructure organisations in the country with interests in airports, energy, highways and urban infrastructure. The transaction is the largest QIP by value to date in 2010 and the shares were placed mostly with investors outside India, including investors in the US. The firm’s advisory team included Hong Kong corporate partner Edward Lam and Los Angeles tax partner Moshe Kushman.

Skadden, Arps, Slate, Meagher & Flom has also advised Hoya Corporation (Hoya) of Japan in respect of its all-cash US$235 million sale of Hoya Magnetics Singapore Pte Ltd to Western Digital Corporation (WDC), a US hard disk drive manufacturer. The agreement includes a multi-year commitment for Hoya to provide glass substrate to WDC and further enhances the ongoing partnership between the companies. The firm’s advisory team was led by Tokyo-based partner Nobu Ishizuka and included partners Ken King, Alec Chang, Stuart Levi and Eric Sensenbrenner.

Stamford Law is advising Ezra Holdings Limited (Ezra), one of the world’s leading integrated support and marine services provider in the offshore oil & gas sector, in respect of a US$100 million three-year unsecured guaranteed financing. The financing comprises an issue of fixed rate guaranteed notes and a guaranteed transferable term loan facility, which will be guaranteed unconditionally by Asian Drilling Services and Emas Offshore (M) Sdn Bhd (Emas). Emas will also guarantee the financing, subject to certain conditions. Ezra Holdings has appointed DBS Bank and The Hongkong Shanghai Banking Corporation as the joint lead managers and bookrunners. The proceeds of the financing will be used to finance new business ventures, investments, and acquisition of vessels. Director Bernard Lui leads the advisory team.

Stamford Law has also advised Catalist-listed Sim Siang Choon Ltd (SSC) in respect of its S$11.9 million (US$8.5m) acquisition of a 47.9 percent shareholding interest in India-listed Interlink Petroleum Limited (Interlink) from two Interlink shareholders. SSC is one of Singapore’s leading specialist retailers of bathroom, kitchen and home improvement products. Interlink is currently the operator of two small onshore oil and gas assets located in the state of Gujarat in India. The acquisition is subject to SSC shareholders’ approval and, upon completion, will trigger a mandatory general offer of SSC shares by the vendors. In addition, the firm is also advising SSC on the open offer it will be required to make for 20 percent of the shares of Interlink, pursuant to SEBI Regulations. Director Bernard Lui again led the team.

Watson, Farley & Williams LLP has advised ICICI Bank, Axis Bank, Punjab National Bank and Indian Bank in respect of the loan and letter of credit facilities aggregating US$97.3 million to partly finance the acquisition of, and project costs relating to, a derrick pipe-laying vessel chartered and delivered to Quippo Prakash, a JV between Quippo Oil and Gas of India, MDL Energy or India and SapuraCrest of Malaysia. The firm’s Singapore team was led by partner Goh Mei Lin.

White & Case LLP has advised the joint mandated lead arrangers and bookrunners – consisting of DBS Bank Ltd, ING Bank, The Royal Bank of Scotland, The Hongkong Shanghai Banking Corporation and GE Commercial Finance – in respect of a US$200 million multi-currency syndicated financing guaranteed by US-based global ICT player Equinix Inc. Initially launched in March 2010 with positive market feedback, the multi-tranche financing was subsequently signed on 10 May 2010 and closed on 14 May 2010. The final group of lenders included the joint mandated lead arrangers and bookrunners as well as Oversea-Chinese Banking Corporation Limited, Citigroup, Commerzbank and Indian Bank. Hong Kong-based partner John Shum led the firm’s advisory team. Orrick, Herrington & Sutcliffe advised Equinix Inc and its Asia-Pacific subsidiaries as borrowers and security providers, led by partner Michelle Taylor.

White & Case LLP has also advised PCCW Ltd in respect of its HK$16 billion (US$2b) self-arranged senior three-tranche term loan and revolving credit facility. The loan, which is via Hong Kong Telecommunications (HKT) Limited and guaranteed by HKT Group Holdings Limited, comprises an HK$8 billion (US$1b) revolving credit, a HK$3 billion (US$384m) term loan and a HK$5 billion (US$641m) term loan. The financing, which was signed on May 5, 2010, was over 1.5 times oversubscribed with 21 local and international banks offering an aggregate of over HK$25 billion (US$3.2b). The firm’s advisory team was led by Hong Kong-based partner John Hartley.

WongPartnership LLP has acted for CapitaLand Commercial Limited in respect of the joint venture with Hersing Corporation Ltd (Hersing) to own, expand and develop the self storage business under the StorHub brand. The agreement includes setting up a JV company to acquire four self-storage properties from StorHub Self Storage Pte Ltd (SSSPL), a wholly-owned subsidiary of Hersing, and setting up a management company to acquire the management business (including the intellectual properties) of SSSPL to provide management services to SHPL and other asset holding companies. Partners Carol Anne Tan, Shirley Tan, Lam Chung Nian and Khaw Gim Hong acted on the matter.

In addition, WongPartnership LLP has represented Elemica Inc, a leading global supply chain services provider, in respect of its merger with RubberNetwork.com LLC by assisting with the integration of the Singapore and Shanghai offices as a result of the merger. Partners Vivien Yui and Miao Miao acted on the matter.

Further, WongPartnership LLP has acted for HG Metal Manufacturing Limited in respect of its S$101 million (US$72m) financing with Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited, secured by, inter alia, mortgages over the properties at 30 Jalan Buroh, Singapore and at 15 Jurong Port Road, Singapore. Partners Alvin Chia and Monica Yip acted on the matter.

Finally, WongPartnership LLP acted for UOL Development (Dakota) Pte Ltd in respect of its S$329 million (US$235m) purchase from the Urban Redevelopment Authority of residential land parcel 758 at Dakota Crescent, Singapore. Partner Monica Yip acted on the matter.

Deals – 27 May 2010

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Clifford Chance has advised Qatar Telecom (Qtel) QSC in respect of a new US$2 billion revolving facility agreement which is being used to refinance Qtel’s existing forward start facility and for general corporate purposes. The firm’s advisory team was led by Dubai partner Peter Avery.

Clifford Chance and Al-Jadaan & Partners have advised the sponsors, Saudi Tabreed, in respect of the SAR 1.84 billion (US$491m) BOO / BOT 27,000 RT District Cooling System project for Saudi Aramco’s office in Dhahran, Saudi Arabia. The project is being financed by Banque Saudi Fransi and is the first of its kind in Saudi Arabia to be financed on a limited recourse basis. Following a bid process, Saudi Aramco selected Saudi Tabreed to develop the project, which represents the first application of a fixed and variable component payment structure to a district cooling project and is the first BOO or BOT based central cooling project to be awarded in the Middle East. The advisory team was led by partners Richard Parris and Mohamed Hamra-Krouha.

Davis Polk & Wardwell LLP has advised Renhe Commercial Holdings Company Limited (Renhe) in respect of its US$300 million Rule 144A/Reg S offering of its 11.75 percent senior notes due 2015. BOCI Asia Limited, JP Morgan Securities Ltd, Merrill Lynch International and UBS AG acted as initial purchasers for the offering. Renhe is a PRC-based underground shopping centre operator and developer that focuses on wholesale and retail sales of apparel and accessories in China. The firm’s corporate team included partners William F Barron and Show-Mao Chen. Renhe was advised by Jingtian & Gongcheng as to PRC law, by Conyers Dill & Pearman as to Cayman Islands and BVI law, and by Norton Rose as to Hong Kong law. The initial purchasers were advised by Latham & Watkins as to US law, led by Hong Kong partners David Zhang and Eugene Lee, and by Kaiwen Law Firm as to PRC law.

Davis Polk & Wardwell LLP has also advised the initial purchasers – composed of Merrill Lynch International, Morgan Stanley & Co International plc, Deutsche Bank AG Singapore Branch, and Standard Chartered Bank – in respect of the US$650 million Rule 144A/Reg S offering by Agile Property Holdings Limited (Agile) of its 8.875 percent high-yield notes due 2017. Agile is one of the leading property developers in China which focuses on the development and sale of large-scale residential properties. The firm’s advisory team was led by partner William F Barron. Agile was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Jingtian & Gongcheng as to PRC law. The initial purchasers were advised by Commerce and Finance Law Offices as to PRC law.

In addition, Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc, as the sole solicitation agent, in respect of a solicitation of consents by Agile Property Holdings Limited (Agile) from the holders of its 10 percent senior notes due 2016 to certain amendments to the indenture governing such notes. Partner William F Barron again led the firm’s advisory team. Sidley Austin provided US law advice to Agile and its subsidiary guarantors, whilst Conyers Dill & Pearman provided Cayman law advice to Agile and BVI law advice to its subsidiary guarantors.

Moreover, Davis Polk & Wardwell LLP has advised Yanlord Land Group Limited (Yanlord) in respect of the US$300 million Rule 144A/Reg S offering of its 9.5 percent senior notes due 2017. The Hongkong and Shanghai Banking Corporation Limited, The Royal Bank of Scotland plc and Standard Chartered Bank acted as initial purchasers for the offering, which was Yanlord’s debut offering of non-convertible debt securities. Yanlord is a PRC-based real estate developer that focuses on developing fully-fitted residential properties and high-quality commercial and integrated properties. The firm’s corporate team was led by partner William F Barron, whilst Yanlord was also advised by Shook Lin & Bok LLP as to Singapore law and by Lovells as to Hong Kong and English law. The initial purchasers were advised by Skadden, Arps, Slate, Meagher & Flom LLP as to US law and by Yuan Tai Law Offices as to PRC law.

Further, Davis Polk & Wardwell LLP has advised Citigroup Global Markets Inc, Merrill Lynch International and UBS AG, as the initial purchasers, in respect of the US$120 million Rule 144A/Reg S offering by Fantasia Holdings Group Co Limited (Fantasia) of its 14 percent senior notes due 2015. Fantasia is a leading property developer and property related service provider in China. The firm’s corporate team was led by partners William F Barron, Show-Mao Chen, and James C Lin, with the initial purchasers also advised by King & Wood as to PRC law. Fantasia was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Commerce and Finance Law Offices as to PRC law.

Finally, Davis Polk & Wardwell LLP is advising Charles River Laboratories International Inc (Charles River), a US-based leading global provider of research models and associated services and of preclinical drug development services, in respect of its approximate US$1.6 billion acquisition of WuXi PharmaTech (Cayman) Inc (WuXi). The transaction, which is expected to close by the fourth quarter of 2010, is subject to approval by each company’s stockholders and the satisfaction of customary closing conditions and regulatory approvals. The firm also advised Charles River on a US$1.25 billion financing commitment from JP Morgan Chase and Bank of America Merrill Lynch. WuXi is a leading drug research and development outsourcing company with expertise in discovery chemistry and with operations in China and the US. The firm’s advisory team includes partners Michael Davis, Howard Zhang and Richard D Truesdell Jr.

Freshfields Bruckhaus Deringer has advised BNP Paribas, JP Morgan, Merrill Lynch and UBS in respect of the US$3.2 billion rights issue by China Merchants Bank. This is the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to US investors. The firm’s advisory team was led by global co-head of the capital markets group, and Hong Kong office managing partner, Kay Ian Ng and US securities partner Calvin Lai.

Freshfields Bruckhaus Deringer has also acted as Hong Kong and US counsel to NVC Lighting Holding Limited (NVC Lighting) in respect of its US$196 million IPO and listing on the HKSE. NVC Lighting is the largest domestic lighting brand supplier and second largest all lighting brand supplier in China. The firm’s advisory team was led by Beijing managing partner Chris Wong and partner Calvin Lai.

Luthra & Luthra Law Offices has advised US-based Abbott Healthcare (Abbott) in respect of its definitive agreement to acquire full ownership of Piramal Group’s healthcare solutions business Domestic Formulations – a leader in the Indian branded generics market – for approximately US$3.72 billion. Consideration for the aquistion consists of an up-front payment of US$2.12 billion plus US$400 million payable annually for the next four years. The transaction, which is expected to close by the second half of 2010, will give Abbott the number one position in the Indian pharmaceutical market. The sale is conditional upon Piramal shareholder approval and customary closing conditions. Senior partner Mohit Saraf led the firm’s advisory team.

Tay & Partners has advised AmBank Group, EON Bank Group and Maybank Group in respect of RM 368 million (US$111m) syndicated loan agreement with Etika International Holdings, one of the world’s largest makers and distributors of sweetened condensed milk. Proceeds of the loan will be used for working capital, refinancing of existing bank borrowings, and funding for future capital expansion and M&A plans of the company. The funds can only be tapped for use in China, Australia, New Zealand and India. The syndicated financial facilities are made up of RM 363 million (US$109m) Islamic term financing and trade lines under the various syariah concepts and a RM 5 million (US$1.5m) conventional foreign exchange contract facility.

Orrick, Herrington & Sutcliffe LLP is advising Vietnam Electricity (EVN) as an offtaker in respect of the negotiation of a power purchase agreement with AES Corporation (AES) for the US$1.4 billion development of 1200 MW Mong Duong 2 BOT coal-fired thermal power project. This transaction represents the first coal-fired BOT project to be completed in Vietnam. The agreement was signed in April and the project expects to be in operation by the end of 2014. The firm’s Vietnam team was led by managing associate Linh Doan and partner Christopher Stephens.

Wong & Partners has advised Goldman Sachs and CIMB Investment Bank Berhad, as the joint global coordinators and joint bookrunners, in respect of the RM 771 million (US$241m) IPO of Masterskill Education Group Berhad (Masterskill). Masterskill was listed on Bursa Malaysia Securities Berhad on 18 May 2010. The transaction is the largest IPO in Malaysia for 2010 thus far and the largest-ever education IPO in South East Asia. Kuala Lumpur partners Munir Abdul Aziz and Azizul Adnan led the firm’s advisory team. Led by London partner Jonathan Culshaw, Harneys advised private equity firm Crescent Point Group on the Cayman Islands aspects of the transaction, particularly in the restructuring of a Cayman company holding structure prior to the IPO.

WongPartnership LLP has acted for UOL Group Limited and its wholly-owned subsidiary, UOL Venture Investments Pte Ltd (UVI), in respect of the joint venture with Garden Residence Ltd, a company incorporated in Mauritius and owned by LaSalle Asia Opportunity II SARL. Under the JV agreement, UVI subscribed to 50 percent of the issued share capital of, and extended a shareholder loan to, the JV company, known as Premier Land Development Pte Ltd. Partners Monica Yip, Mark Choy and Tan Sue-Lynn acted on the matter.

WongPartnership LLP has also acted for Premier Land Development Pte Ltd in respect of the S$98.43 million (US$70m) financing for its acquisition and redevelopment of the residential property known as Rainbow Gardens at Toh Tuck Road, Singapore. Partners Alvin Chia and Monica Yip acted on the matter.

In addition, WongPartnership LLP has advised US-based hard disk drive manufacturer Western Digital Corporation in respect of its ¥22 billion (US$235m) all-out cash acquisition of the magnetic media sputtering operations of Hoya Magnetics Singapore Pte Ltd (Hoya Singapore), a wholly owned subsidiary of Japanese high-tech glass maker Hoya Corporation. The acquisition includes the facilities, equipment, intellectual property and working capital of Hoya Singapore, the acquisition of certain equipment at Hoya Corporation’s research and development facilities in Japan, and a multi-year commitment for glass substrate supply related to the acquired operations. Partners Ng Wai King, Dorothy Marie Ng and Tan Teck Howe advised on the matter.

Moreover, WongPartnership LLP acted for Solutia Inc, a US-listed performance materials and specialty chemicals company, in respect of the acquisition of Novomatrix Pte Ltd from MAFLP Investments Limited and Globamatrix Holdings. Partner Mark Choy acted on the matter.

Finally, WongPartnership LLP acted for Standard Chartered Bank in respect of the establishment by Otto Marine Services Pte Ltd of a S$500 million (US$355m) medium term note programme that is irrevocably and unconditionally guaranteed by Otto Marine Limited, and the inaugural drawdown of S$100 million (US$71m) fixed rate notes pursuant to the MTN programme. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.nullnullnull

Deals – 3 June 2010

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Allen & Gledhill LLP has advised Standard Chartered Bank (the arranger and the dealer) and British and Malayan Trustees Limited (the trustee) in respect of the issuance by SBS Transit Ltd (SBS) of S$250 million (US$177m) multi-currency medium term note programme, under which SBS may from time to time issue notes not exceeding S$250 million or the equivalent in other currencies. Partner Margaret Chin led the firm’s advisory team.

Allen & Gledhill LLP has also acted as Singapore counsel to Prudential plc (Prudential) in respect of the listing of its shares on the SGX-ST. Prudential, which currently has a dual primary listing on both the London Stock Exchange and the HKSE and a secondary listing on the SGX-ST, had a market capitalisation of approximately £13.4 billion (US$19.7b) upon admission to the HKSE and the SGX-ST. Partner Tan Tze Gay led the transaction.

In addition, Allen & Gledhill LLP has advised Fraser & Neave Holdings Bhd in respect of the divestment of its entire equity interest in Malaya Glass Products Sdn Bhd to Berli Jucker Public Company Limited and ACI International Pty Ltd (a wholly-owned subsidiary of Owens-Illinois Inc), for a total cash consideration of US$221.7 million. Together with the settlement of intercompany loans, the total amount of cash proceeds is US$259.6 million. Partner Oh Hsiu Hau led the transaction.

Finally, Allen & Gledhill LLP has acted as Singapore counsel to Bakrie Telecom Pte Ltd, a wholly-owned Singapore-incorporated subsidiary of PT Bakrie Telecom Tbk (Bakrie Telecom), in respect of its issuance of US$250 million 11.5 percent guaranteed senior notes due 2015. The high yield bonds are guaranteed by Bakrie Telecom, PT Bakrie Network and PT Bakrie Connectivity and have the benefit of a security package. Credit Suisse (Singapore) Limited, Merrill Lynch (Singapore) Pte Ltd and Morgan Stanley Asia (Singapore) Pte acted as joint bookrunners. Partner Glenn Foo led the firm’s advisory team.

Appleby has acted as Cayman counsel to Directel Holdings Limited (Directel) in respect of its listing on the GEM Board of the HKSE on 2 June 2010. Directel is a mobile virtual network operator which is principally engaged in the provision of mobile phone services in Hong Kong and the PRC. The estimated HK$75 million (US$9.6m) proceeds from the offer will be used for further expansion of mobile phone services in Macau and Taiwan, development of such services in other Asia Pacific territories, and upgrading the Group’s telecommunications in Hong Kong and the PRC. The firm’s team was led by Hong Kong corporate partner Judy Lee.

AZB & Partners has advised Cholamandalam DBS Finance Limited in respect of the allotment and issue of approximately 10 million equity shares to International Finance Corporation at a subscription price of approximately INR0.92 (US$0.02) per share, constituting approximately 10 percent of the total share capital of the company. The transaction, which was completed on 17 May 2010, was valued at approximately INR1 billion (US$22m). Partner Vaishali Sharma acted on the matter.

AZB & Partners has also advised International Finance Corporation (IFC) as first investor and co-investors in respect of their investment in Belstar Investment and Finance Private Limited (Belstar), a non-banking finance company registered with the Reserve Bank of India which provides micro-finance services. The co-investors consist of Norway-based NMI Frontier Fund KS (NMI), Swedish state-owned Swedfund International AB (Swedfund), and Mauritius registered Aavishkaar Goodwell India Microfinance Development Company Limited (Aavishkaar). As a result of the transaction, IFC will hold approximately 18 percent of the equity share capital in Belstar while NMI will hold approximately 15 percent. Swedfund and Aavishkaar will each hold approximately 7 percent. The transaction, valued at approximately INR130 million (US$3m), was led by partner Gautam Saha.

In addition, AZB & Partners has also advised CBay Inc (CBay) and its group in respect of the acquisition of the entire shareholding of Spheris India Private Limited (Spheris). The transaction is part of CBay’s acquisition of the operating assets of Spheris’ overseas holding company, following the filing for a Chapter 11 bankruptcy protection on 3 February 2010 by the Spheris group of companies (composed of Spheris Holdings II Inc, Spheris Inc, Spheris Operations LLC, Vianeta Communications, Spheris Leasing LLC and Spheris Canada Inc). The transaction was valued at approximately INR3.4 billion (US$75m). Partners Abhijit Joshi and Srinath Dasari led the firm’s advisory team.

Moreover, AZB & Partners has advised Krrish Infrastructure Private Limited (Krrish) and private equity fund Brahma Capital (Brahma), through its entity Neptune Private A Limited, in respect of the acquisition by each of approximately 25 percent of equity in Cobra India Beer Private Limited (Cobra), making Cobra as an equal joint venture between Krrish and Brahma and Lord Bilimoria. Cobra is one of the UK’s fastest growing premium beer brands. The transaction also involved the acquisition of 76 and 12 percent of equity shares in Iceberg Industries Limited (Iceberg), a company that owns one of the largest breweries in the State of Bihar, by Cobra and Brahma respectively. The total value of the investment in Cobra was approximately US$12 million while the investment in Iceberg was valued at approximately US$4 million. Partners Hardeep Sachdeva and Essaji Vahanvati led the transaction.

Finally, AZB & Partners is advising Jindal Steel and Power (Mauritius) Limited, the wholly owned subsidiary of Jindal Steel and Power Limited, in respect of its proposed acquisition of Shadeed Iron & Steel Co LLC (Shadeed), a company incorporated under the laws of the Sultanate of Oman. The transaction will be undertaken through the acquisition of 100 percent of the equity share capital and indebtedness of Shadeed. The deal, which has yet to be completed, is valued at approximately INR20.7 billion (US$460m). Partner Shuva Mandal led the transaction.

Clifford Chance has advised First Media Holdings Ltd – a new company established by funds advised by leading private equity firm Advantage Partners – in respect of its approximate HK$185 million (US$23.7m) investment in HKSE-listed Qin Jia Yuan Media Services Company Limited, one of the largest advertising companies with exclusive television advertising agency rights in China. The transaction, which is subject to satisfaction of a number of conditions, will be made through the issue of convertible bonds, warrants and ordinary shares. The deal is Advantage Partners’ first PIPE investment in Hong Kong. Partner Simon Cooke led the firm’s advisory team.

Clifford Chance has also advised the joint lead managers, HSBC, Korea Development Bank, Morgan Stanley and Standard Chartered Bank, in respect of Korea Resources Corporation’s (KRC) US$300 million debut bond issue. The 4.125 percent bonds are due in 2015 and the deal was priced at 99.513 percent. The firm also acted as Singapore listing agent. Wholly-owned by the Korean government, KRC is mandated to further Korea’s access to strategically important mineral resources, both domestically and internationally. Partner Joan Janssen and counsel Hyun Kim led the firm’s advisory team.

Colin Ng & Partners LLP has advised GuardTime Holdings Pte Limited (GT) and its subsidiaries (GT Group), a group of companies at the cutting edge of digital evidence technology, in respect of its recently concluded Series A funding of US$8 million to help roll out its global infrastructure for delivering its provable data integrity service. The transaction involved restructuring the GT Group, consolidation of the group’s intellectual property in an IP holding company, and infusion of capital by the investors. Partner Bill Jamieson led the transaction.

Freshfields Bruckhaus Deringer has acted as Hong Kong and US counsel to L’Occitane International SA (L’Occitane) in respect of its US$704 million IPO and listing on the HKSE. L’Occitane designs, manufactures and markets a wide range of cosmetics and well-being products based on natural and organic ingredients sourced principally from or near Provence in France. China managing partner Teresa Ko and US securities partner Kenneth Martin led the firm’s advisory team.

Freshfields Bruckhaus Deringer has also advised German forklift maker KION Group (KION) in respect of a deal through which it has become the largest foreign forklift truck manufacturer in China. KION has taken full management control in the joint venture company KION Baoli (Jiangsu) Forklift, which will be fully integrated immediately into the global operations of KION. The JV was established in January 2009 with Jiangsu Shangqi Group (formerly Jiangsu Baoli Group) and Jingjiang Baoli Forklift. The firm’s advisory team was led by partners Heiner Braun and Alan Wang in Shanghai.

Khaitan & Co has advised Blue Star Limited and the other shareholders in respect of the sale of 100 percent of the shares of Ravistar India Private Limited (Ravistar) to Systermair AB Sweden. Ravistar is an Indian company which manufactures air distribution products. Partner Rabindra Jhunjhunwala led the transaction.

Khaitan & Co has also advised Axis Bank Limited in respect of the purchase of an entire building having a total carpet area of 350,553 square feet (8 floors with basement area) together with the exclusive right on the land measuring 5,726.32 square meters. The consideration for the transaction was approximately US$170 million. Partners Sudip Mullick and Savita Singh advised on the matter.

In addition, Khaitan & Co has acted as domestic legal advisor to Philips Carbon Black Limited (PCBL) in respect of its QIP which raised approximately US$21 million. Partner Vibhava Sawant advised on the matter.

Finally, Khaitan & Co has advised Mahindra & Mahindra (M&M), India’s largest utility vehicle company, in respect of its purchase of a 55.2 percent stake in electric car company Reva. As a result of the transaction, M&M added passenger cars to its electric vehicle portfolio. Reva’s promoters, the Maini family, will hold 31 percent in Mahindra Reva Electric Vehicle Company while Lon Bell, the co-founder, will hold 11 percent. Employees with stock options will hold the rest. Ravi Kulkarni, Nikhilesh Panchal and Joy Jacob acted on the deal.

Mayer Brown JSM has acted for Blue Lines in respect of the acquisition of five MR tankers from Cido Shipping with the benefit of charters attached. The transaction involved the purchase of five special purpose companies, carrying out due diligence on their business, and advising in relation to the refinancing of the subject vessels. The firm’s advisory team was led by Alastair MacAulay.

Orrick, Herrington & Sutcliffe LLP has advised Equinix Inc (Equinix) and its Asia-Pacific subsidiaries in respect of a US$200 million multi-currency dual tranche five year syndicated loan facility. The financing closed on 14 May 2010. Proceeds will be used to support Equinix’s development plans and repay existing term loan facilities for the Asia-Pacific region. Equinix is a provider of global data centre services in North America, Europe and the Asia-Pacific. The firm’s advisory team was led by partners Dolph Hellman in San Francisco and Hong Kong-based Michelle Taylor.

Sinowing Law LLP has advised Nollec, one of the leading independent design houses for mobile handsets, in relation to its merger with Zoom Technologies Inc, a Nasdaq-listed company whose business focuses on mobile handsets. The transaction, which closed on 1 June 2010, is the latest illustration of the TMT industry’s move to combine and consolidate integrated capacities to cope with the 3G and smartphone challenges and opportunities. The merger of the two companies creates a strong competitor in the 3G equipment market in China.

Skadden has represented HSBC, The Royal Bank of Scotland and Standard Chartered Bank as the underwriters in respect of the offering of US$300 million 9.5 percent senior notes due 2017 by Yanlord Land Group Limited, a major China real estate company whose shares are listed on the SGX-ST. The Rule 144A/Regulation S high yield securities have been set to mature in May 2017 and will be callable after four years. The firm’s advisory team was led by partner Edward Lam in Hong Kong.

Skadden has also acted as US and Hong Kong counsel to Goldman Sachs and HSBC, as joint global coordinators and joint sponsors, in the US$197 million global offering of shares in NVC Lighting Holding Limited (NVC Lighting), the largest domestic lighting brand supplier and a leading supplier of energy-saving lighting products in China. The transaction involved a public offering in Hong Kong, an international private placement (including Rule 144A sales in the United States), and the listing of NVC Lighting’s shares on the HKSE. The firm’s advisory team was led by Dominic Tsun and Alec Tracy.

Stamford Law has acted for the lenders in respect of a US$145 million syndicated term loan facility granted to Asianindo Holdings Pte Ltd (Asianindo), a subsidiary of Genting Plantation Bhd which is listed on the Main Board of Bursa Malaysia and which is a wholly-owned subsidiary of Genting Berhad. The syndication was led by OCBC Bank (Malaysia) Berhad and the participating lenders include Oversea-Chinese Banking Corporation Ltd and DBS Bank Ltd, Labuan Branch. The facility serves to finance Asianindo’s oil palm plantation development and general corporate purposes as well as funding for the construction of palm oil mills in Indonesia. Directors Susan Kong and Valarie Jagger led the firm’s advisory team.

Stamford Law has also advised BioTime Inc (BioTime), a California biotechnology corporation listed on the NYSE Amex, in respect of its proposed acquisition of the outstanding shares and debt instruments of ES Cell International Pte Ltd (ESI), which will be satisfied by the allotment and issuance of shares and warrants in BioTime to the vendors. The warrants issued in the acquisition will expire four years after the date of issue. The principal vendors include Pharmbio Growth Fund Pte Ltd and Biomedical Sciences Investment Fund Pte Ltd (both funds of the Economic Development Board of Singapore) and ES Cell Australia Limited. Director Yap Wai Ming led the transaction.

WongPartnership LLP has acted for Tiong Seng Properties (Private) Ltd, a subsidiary of SGX-ST-listed Tiong Seng Holdings Limited (a construction group and property developer), in respect of various agreements for the development of the first riverfront eco-neighbourhood in Tianjin Eco-City. The agreements include the RMB4.5 billion (US$659m) tripartite equity joint venture agreement with Sino-Singapore Tianjin Eco-city Investment and Development Co Ltd (master developer for the Tianjin Eco-City) and Japan’s largest property developer, Mitsui Fudosan Residential Co Ltd. Partner Ian De Vaz acted on the matter.

WongPartnership LLP has also acted for United Fiber System Limited (UFS) in respect of the following: (a) its proposed acquisition by UFS of PT Kutai Chipmill for approximately S$89.7 million (US$65m) through the acquisition of all the shares in Pacific Global Holding Ltd and Pacific Capital Holding Ltd from Masba Holdings Inc; and (b) the proposed investment of S$178 million (US$126m) by Falcon Capital Global Holding Limited in UFS by way of subscription of shares representing approximately 53 percent of the share capital of UFS. Partners Chan Sing Yee and Kenneth Leong acted on the matter.

Finally, WongPartnership LLP advised the controlling shareholders of Bursa Malaysia-listed General Corporation Berhad (GCB) in respect of the Singapore law implications of their offer for the entire business and undertakings of GCB, including in respect of a Pre-Conditional Mandatory General Offer for GCB subsidiary Low Keng Huat (Singapore) Ltd. Partners Ng Eng Leng and Tay Liam Kheng acted on the matter.

Vinson & Elkins LLP has represented Oklahoma City-based independent energy company Devon Energy Corporation in respect of its sale to China National Offshore Oil Corporation of a 24.5 percent participation interest in two producing oilfields in the South China Sea for US$515 million. Completion of the transaction is subject to customary closing conditions and regulatory approvals. The firm’s advisory team included partners David Blumental and Jeff Munoz.

Deals – 10 June 2010

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Allens Arthur Robinson is acting for Conquest Mining Limited (Conquest) in respect of its scrip and cash off-market takeover bid for gold producer North Queensland Metals Limited. Conquest’s long-term goal is to create a genuine mid-tier gold producer with significant production scale and upside, and the offer is the first step on its path to realising its goal through organic growth and future acquisitions. Partner Guy Alexander is leading the firm’s advisory team.

Akin Gump has advised Bridas Corporation (Bridas) – Argentina’s second-largest oil producer – in respect of the formation of a 50-50 joint venture with China’s state-owned energy company CNOOC. The transaction involves the purchase by CNOOC of half of Bridas for approximately US$3.1 billion. The transaction is conditional on certain governmental approvals in the PRC and is expected to be completed in the first half of 2010. Partner James C Langdon Jr led the firm’s advisory team. Baker & McKenzie advised CNOOC.

Blake Dawson has advised ExxonMobil in respect of the sale of almost 300 of its service station assets to 7-Eleven Australia (7-Eleven). The transaction is expected to be completed before the end of the year. Initially, the assets were proposed to be sold to Caltex but the Australian Competition and Consumer Commission opposed the sale and agreements relating to that proposed transaction were terminated in April. The deal positions 7-Eleven as the largest independent fuel retailer in Australia and has created a new business opportunity with an expected annual turnover of more than A$2.8 billion (US$2.3b). Peter Stirling led the firm’s advisory team, whilst ExxonMobil was also advised by Middletons. Minter Ellison’s team, led by partner Marcus Best, advised 7-Eleven, which has been operating the 7-Eleven brand in Australia for 33 years.

Clayton Utz has advised UK-based investment bank Ambrian Partners Limited (Ambrian) in respect of a A$21.85 million (US$18.12m) placement by ASX and TSX-listed Tiger Resources Limited (TRL) to institutional clients of Ambrian in the UK and certain existing major shareholders of TRL. Perth corporate partner Matthew Johnson led the transaction.

Clifford Chance has advised Barclays Capital, CIMB and HSBC as joint lead managers and joint bookrunners in respect of the Government of Malaysia’s US$1.25 billion 3.928 percent sukuk-al-ijara certificates, which were issued on 4 June 2010 and are due in 2015. The deal represents the lowest absolute yield achieved by an Asian sovereign over the past five years and is the largest global sovereign Islamic issuance to date. The sukuk certificates were issued outside of the US and to qualified institutional buyers within the US, and are to be listed on the HKSE, the Bursa Malaysia under an exempt regime, and the Labuan International Financial Exchange. The firm’s advisory team was led by partners Debashis Dey and Qudeer Latif in Dubai, whilst a separate team from the firm’s Hong Kong office, comprised of Anthony Oakes and Boon Teck Yeo, advised The Bank of New York Mellon in its capacity as delegate. Allen & Overy in Singapore acted for the Government of Malaysia as to English and US law, while the Malaysian office of Hisham, Sobri & Kadir advised 1Malaysia Sukuk Global Berhad as the issuer of the sukuk certificates and trustee on behalf of the sukuk certificate-holders. The Malaysian office of Zaid Ibrahim & Co advised the joint lead managers as to Malaysian law.

Colin Ng & Partners LLP has advised the shareholders of electronics components distribution company Plexus Components Pte Ltd (Plexus) in respect of a reverse takeover (RTO) of Catalist-listed WesTech Electronics Limited (WesTech). The RTO involved the acquisition by WesTech of the entire issued share capital of Plexus from the shareholders for a total consideration of S$10 million (US$7m). The acquisition involved the allotment and issue of new shares in WesTech, amounting to an 84 percent interest in the enlarged share capital of the company. The RTO, which was part of a Scheme of Arrangement under s210 of the Companies Act, was approved by shareholders of WesTech on 25 May 2010 and completed on 2 June 2010. Corporate finance partners Tan Min-Li, Stephen Soh and Gregory Chan led the firm’s advisory team on the RTO, whilst partner Allan Tan advised Plexus in respect of the loan documentation to be entered into by the enlarged WesTech with its financiers.

Kim & Chang has advised Air Liquide Sante International in connection with its purchase of a 70 percent stake in Medions Homecare Inc, a Korean medical device company. Under the terms of the agreement, a call option exists with respect to the remaining 30 percent stake which is held by four individual shareholders. Partners Yon Kyun Oh and Eui Seok Kim advised on the transaction.

Kim & Chang has also advised Nexon Corporation, a leading online game publisher based in Korea, in relation to its successful purchase of 67 percent of the total shares of NDOORS Corporation – a well-known Korean online game developer – on 26 May 2010. NDOORS Corporation is famous for its “Atlantica Online” and “Goonzu” games. Partner H.H. Eun led the firm’s advisory team in relation to the deal.

Mallesons Stephen Jaques has acted for the joint global coordinators – composed of Deutsche Bank, Goldman Sachs JBWere and Macquarie Capital Advisers – in respect of the A$1.3 billion (US$1b) IPO by construction group Valemus Limited (the Bilfinger Berger Australia business). The IPO is the second largest float since Myer’s float at the time the IPO market reopened at the end of 2009. Partner David Eliakim led the transaction. Valemus Limited (Bilfinger Berger Australia), which has won more than A$2 billion (US$1.4b) worth of Australian contracts over the last six months, was advised by a team from Clayton Utz led by equity capital markets partner Stuart Byrne.

Salans has advised Chinese real estate developer Euro Asia Premier Real Estate Company Limited (Euro Asia) in respect of its IPO on the Frankfurt Stock Exchange. Euro Asia is an offshore holding of a group which is exclusively active in China. The company’s listing is only the second Chinese IPO in the entry standard segment of the Frankfurt Stock Exchange, with the company’s shares having been traded on the Exchange since 27 May 2010. In the framework of the IPO, 1 million ordinary no par value bearer shares originating from the company’s statutory authorised share capital were placed via a public offering in Germany and Luxembourg as well as via private placements to institutional investors outside of Germany, Luxembourg and the US. The firm’s Shanghai office, led by Greater China managing partner Dr Bernd-Uwe Stucken, advised on the due diligence of the Chinese operative companies and in relation to general questions on Chinese law.

White & Case LLP has advised the initial purchasers in respect of the US$600 million high yield offering by MCE Finance Limited (MCEFL) of 10.25 percent senior notes due 2018. The offering provided a unique opportunity for high yield investors globally to gain exposure to Macau and the gaming industry. MCEFL is a wholly owned subsidiary of Melco Crown Entertainment Limited, an owner and developer of casino gaming and entertainment resort facilities focused on the Macau market. The firm represented Deutsche Bank Securities Inc, Merrill Lynch International and The Royal Bank of Scotland plc, together with ANZ Securities Inc, Citigroup Global Markets Inc, Commerz Markets LLC, Credit Agricole Corporate and Investment Bank, nabSecurities LLC and UBS AG as joint bookrunners, joint lead managers and initial purchasers. The firm’s team was led by Anna-Marie Slot in Hong Kong and Gary Kashar in New York.

WongPartnership LLP has acted for National University of Singapore in respect of the lease of the Campus for Research Excellence and Technological Enterprise (CREATE) to the National Research Foundation. CREATE is a S$360 million (US$254.5m) research hub for research centres from world-class research universities and corporate laboratories. Partner Tan Teck Howe acted on the matter.

WongPartnership LLP has also acted for Mapletree Logistics Trust (MapletreeLog) in respect of its acquisition of Natural Cool Lifestyle Hub (NCLH) from Natural Cool Investments Pte Ltd (NCI), a wholly-owned subsidiary of Singapore-listed Natural Cool Holdings Limited, for S$53 million (US37.5m). The firm also advised on the leaseback of NCLH by MapletreeLog to NCI upon completion of the acquisition. NCLH is a 7-storey distribution and service centre with ancillary offices, located in close proximity to the city in Singapore. Partners Carol Anne Tan and Khaw Gim Hong acted on the matter.

Deals – 17 June 2010

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Ali Budiardjo, Nugroho, Reksodiputro has represented two groups of banks (most of them Japanese and led by the Japan Bank for International Cooperation) in respect of granting loans amounting to approximately US$1.8 billion to independent power producers PT Paiton Energy (Paiton) and PT Cirebon Electric Power (Cirebon) to build coal-fired electricity plants with a combined capacity of 1,475 megawatts. The first consortium will loan US$1.21 billion to fund a US$1.5 billion expansion of Paiton’s East Java plant, which will increase capacity by 815 megawatts. The second loan, for US$595 million, will be used by Cirebon to build a new 660 MW plant in Cirebon, West Java. The two teams were led by Emir Nurmansyah.

Allen & Gledhill LLP has advised Securus Data Property Fund Pte Ltd (Securus Fund), the world’s first Shariah-compliant data centre fund, in respect of the initial closing of its US$100 million issuance wiith institutional investors from the Middle East and Asia, including Perbadanan Tabung Amanah Islam Brunei as a cornerstone investor. Securus Fund is established, managed and sponsored by Keppel Telecommunications & Transportation Ltd and AEP Capital Ltd (a member of the Saudi Arabia-based Al Rajhi Holding Group) to invest in data centre assets in Asia Pacific, Europe and the Middle East. Eventually, the company intends to increase its aggregate committed capital to at least US$200 million. Partners Jerry Koh and Foong Yuen Ping led the transaction.

Allen & Gledhill LLP has also advised DBS Bank Ltd (as arranger) and DBS Trustee Limited (as trustee) in respect of the establishment by Ho Bee Investment Ltd of a S$800 million (US$573m) multi-currency medium term note programme under which the company may issue notes not exceeding S$800 million from time to time. Partner Margaret Chin led the transaction.

AZB & Partners has acted as Indian counsel to lead managers Religare Capital Markets Plc and The Royal Bank of Scotland NV in respect of the issue of US$100 million foreign currency convertible bonds in the international capital market by Fortis Healthcare Limited. The five year bonds are priced with a yield to maturity of 5.54 percent and are listed on the Luxembourg Stock Exchange. Partner Meera Singh Joyce led the transaction.

AZB & Partners has also advised the IDFC Group (composed of IDFC Private Equity Fund III, IDFC Investment Advisors Limited, and Infrastructure Development Finance Company Limited) in respect of a share subscription and shareholders agreement for the subscription to 4.65 million compulsorily convertible cumulative preference shares of a face value of Rs1,000 (US$21.47) each of GMR Energy Limited (GEL) and 1,000 equity shares of face value of Rs10 (US$0.21) each of GEL. The other co-investors are Argonaut Ventures and Ascent Capital Advisors India Private Limited, The approximately US$105 million financing will be used to meet GEL’s funding requirements for its energy expansion plans. The transaction was announced on 3 June 2010 and is yet to be completed. Partner Vineetha M G led the transaction.

In addition, AZB & Partners has advised Famy Care Limited in respect of the allotment and issue of between 10 to 15 percent of its post issue share capital to Orizaba Limited. Partner Shuva Mandal acted on the matter.

Moreover, AZB & Partners has advised JM Financial Property Fund, which is managed by Infinite India Investment Management Limited, in respect of its acquisition of 100 percent stake of Windshield Developers Private Limited (Windshield) from Mr Vishwajeet Subhash Jhavar and Mr Mahesh Laddha, the representatives of Marvel Promoters and Developers (Pune) Pvt Ltd (Marvel). Windshield is engaged in the development of a residential project in Pune through a development agreement with Marvel. Total consideration for the transaction was approximately US$6 million. Partner Sai Krishna Bharathan led the transaction.

Further, AZB & Partners has advised Amneal Pharmaceuticals USA in respect of its acquisition of 100 percent of the equity share capital of RAKS Pharma Private Limited, a company engaged in the development, manufacture and distribution of active pharmaceutical ingredients and drug intermediates. Total consideration for the transaction was approximately US$6 million. The deal was signed on 31 May 2010 and is expected to be completed within 45 days from signing. Partner Sai Krishna Bharathan also led this transaction.

Finally, AZB & Partners has advised Bharti Airtel Limited (Bharti) in respect of its agreement to raise approximately US$2.7 billion from a consortium of financial institutions, including SBI, IDBI, IDFC, HDFC and HDFC Bank, to pay the government for the 3G license to operate in 13 areas, including Delhi and Mumbai. Partner Yashwant Mathur led the transaction.

Colin Ng & Partners LLP is acting for Eastern Holdings Limited in respect of the proposed sale of the exhibition business and assets of its subsidiary Eastern Directories Pte Ltd (Eastern Directories) to Sphere Exhibits Pte Ltd (Sphere), a subsidiary of Singapore Press Holdings Limited. Eastern Directories is currently a major player in the exhibition and consumer fairs industry in Singapore. The proposed sale relates to the organization of four exhibitions and consumer fairs in Singapore, namely Comex, the IT Show, the World Food Fair and the Food and Beverage Fair. On completion, the total consideration payable by Sphere to Eastern Directories will be SGD$43.5 million (US$31m). Partners Tan Min-Li and Stephen Soh are acting on the matter.

King & Wood has advised HeT in respect of its listing on the Shenzhen SME board. The public offering included 16.7 million shares which raised net proceeds of almost RMB541 million (US$79m). HeT’s main business activities include the research, development, production and sale of intelligent control devices which are used in home appliances, health and medical devices, electronic tools, intelligent buildings and furniture, automotive electronics and terminals systems. Partner Song Pingping led the firm’s advisory team.

King & Wood has also advised the lead arrangers headed by Bank of China together with China Construction Bank and China Development Bank in respect of the loan financing extended to joint venture company of Nanjing Yangzi – BASF Co Ltd. The financing, which is the largest in PRC for the year, is the second phase of the syndicated loan agreement of a long term dual currency loan covering the entire project. The project’s initial investment was US$2.9 billion. Carolyn Dong and Cai Yongmei.

Finally, King & Wood has advised China Huarong Financial Leasing Co Ltd in respect of its RMB1 billion (US$146.3m) financial bond issuance with an AA+ credit rating on the inter-bank bond market. The issuance was the first instance of a financial leasing company initiating direct marketized financing through a financial bond, marking the formal entry of China’s financial leasing companies onto the bond markets as issuers. Partner Jiang Guoliang of the firm’s Hangzhou office led the transaction.

Slaughter and May is advising Swire Pacific Limited (Swire Pacific) and Hong Kong Aircraft Engineering Company Limited (HAECO) in respect of Swire Pacific’s unconditional purchase of approximately 15 percent of the issued shares in HAECO from Cathay Pacific Airways Limited (Cathay Pacific) for approximately HK$2.62 billion (US$336m). Upon completion of the transaction, Cathay Pacific will cease to hold any HAECO shares. HAECO will become a subsidiary of Swire Pacific, with its 60.96 percent stake in HAECO. As a result of the transaction, Swire Pacific will be required to make a mandatory unconditional general offer in cash for all other issued HAECO shares not already owned by Swire Pacific or its subsidiaries. Based on the offer price of HK$105 (US$13.48) and the number of HAECO shares issued as at 7 June 2010 (date the offer was announced), the entire issued share capital of HAECO is valued at approximately HK$17.5 billion (US$2.24b). Partners Richard Thornhill and Lisa Chung led the firm’s advisory team.

Rajah & Tann has advised Kaya Limited, a subsidiary of Bombay Stock Exchange listed Marico Company, in respect of the acquisition of the aesthetics business of Derma-Rx (Asia Pacific) Pte Ltd (Derma Rx). The deal involved the acquisition of all the issued shares in the capital of the wholly owned subsidiaries of Derma-Rx and the intellectual property rights relating to Derma-Rx’s business. Consideration for the transaction was approximately S$27 million (US$19m). Partners Cheng Yoke Ping and Steve Tan led the transaction.

Vinson & Elkins has represented Statoil ASA, Norway’s largest oil and natural gas company, in respect of the US$3.07 billion cash sale of a 40 percent share in the Peregrino oil field (located in the Campos basin offshore Brazil) to Chinese state-owned oil company Sinochem Group. The deal is one of the most important international upstream deals in the market so far this year and is subject to government approvals in Brazil and China. The consideration is based on an effective date of January 1, 2010 and is subject to customary adjustments. The firm’s advisory team is led by London office managing partner Alex Msimang.

WongPartnership LLP has acted for Navis Asia Fund V Management Company Ltd in respect of a voluntary conditional cash offer for all the issued ordinary shares in the capital of Eng Kong Holdings Limited by its special purpose vehicle company, NEK Container Group Pte Ltd. Partners Ng Wai King and Tay Liam Kheng acted on the matter.

WongPartnership LLP has also acted for Asia Power Corporation Limited in respect of its proposed disposal of the entire issued and paid up share capital of Asia Hydro Power Investment Pte Ltd to Regent Clean Energy Pte Ltd for an aggregate consideration of RMB48.6 million (US$7m). Partners Vivien Yui and Chan Sing Yee acted on the matter.

Finally, WongPartnership LLP has acted as Singapore counsel for United Overseas Bank Limited, as issuer, in the establishment of a S$5 billion (US$3.6b) Euro-Medium Term Note Programme (EMTN) which was arranged by United Overseas Bank Limited and The Hongkong and Shanghai Banking Corporation Limited. The EMTN Programme allows for the issuance of subordinated notes where the firm advised on the legal aspects of how these subordinated notes can qualify as Lower Tier 2 Capital pursuant to the requirements of MAS Notice No. 637. Partner Hui Choon Yuen led the transaction.

Deals – 23 June 2010

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Allen & Gledhill LLP has advised The Land Transport Authority of Singapore in respect of its issuance of S$300 million (US$216.9m) 1.675 percent bonds due 2015, and S$275 million (US$198.6m) 2.71 percent bonds due 2020. The bonds are listed on the SGX-ST. DBS Bank Ltd (DBS) and The Hongkong and Shanghai Banking Corporation Limited are the joint lead managers for the issue, whilst . DBS is also the fiscal agent and paying agent for the issue.

AZB & Partners has advised HAV3 Holdings (Mauritius) Limited, a wholly owned subsidiary of The HSBC Asian Ventures Fund 3, in respect of its INR500 million (US$11m) investment in the share capital of Avitel Post Studioz Limited, India’s leading integrated provider of post production, archival and restoration services for both Indian and overseas media and entertainment clients. Partner Ashwin Ramanathan led the transaction.

Clayton Utz has advised Valemus Limited (formerly Bilfinger Berger Australia) as issuer in respect of its A$1.3 billion (US$1.14b) IPO, which was announced on 8 June 2010. Equity capital markets partner Stuart Byrne, who led the transaction, commented, “The markets may have put a dampener on other IPOs, but the uncrowded air gives investors plenty of time to focus their attentions on Valemus, its significant businesses and experienced board and management.”

Clifford Chance has advised Rabobank Group (Rabobank) in respect of its memorandum of understanding with Agricultural Bank of China. The aim of the MOU is to provide mutual assistance and sharing of experience in wholesale banking, rural finance, asset management and leasing, as well as exploring ways to unlock joint business opportunities. Under the MOU, Rabobank will provide technical support, training and expertise to Agricultural Bank of China to bolster its capabilities while Rabobank gains an opportunity to strengthen its position in China. Asia Head of M&A Roger Denny led the firm’s advisory team.

Clifford Chance has also advised Asia Resources Fund in respect of a US$60 million joint investment with CEF Holdings Limited into mining and exploration company Petropavlovsk. The equity investment is in a new holding company for Petropavlovsk’s non-precious metals division, which is heavily involved in iron ore mining and production in the far east of Russia, close to the Chinese border. Petropavlovsk recently submitted a listing application for the division to HKSE. Partner Simon Cooke led the transaction.

Dhir & Dhir Associates has represented PTC India Financial Services Limited in respect of the granting of a bridge loan amounting to approximately US$25.9 million (INR 1200m) to independent power producer Surana Power Limited (SPL). The loan will be utilised for SPL’s imported coal-based power project, which has a combined capacity of 420 MW. Partner Shivi Agarwal lead the firm’s advisory team on the matter.

DLA Phillips Fox is advising China Magnesium Corporation Ltd (CMC) in respect of its proposed IPO and Australian Stock Exchange (ASX) listing, as the company aims to become the world’s largest producer of pure magnesium and magnesium alloy within the next 3 years. CMC is currently raising funds to upgrade and expand a processing plant in the Shanxi mining province in northwest China. The upgrade and first phase of expansion will result in a capacity of 20,000 tonnes per annum of pure magnesium and magnesium alloy by February 2011, with commissioning due in March 2011. The IPO prospectus has been lodged with the ASX and completion of the capital raising (up to US$28million) and float are scheduled for 13 July 2010. Partner Eugene Fung led the firm’s advisory team.

Fried, Frank, Harris, Shriver & Jacobson has represented Merrill Lynch Far East Limited and The Hongkong and Shanghai Banking Corporation, as joint placing agents, in respect of the sale of 80 million ordinary shares of China Lilang Limited (China Lilang) by China Lilang’s controlling shareholder. The aggregate gross proceeds to the controlling shareholder were approximately US$87 million. China Lilang, whose ordinary shares are listed on the HKSE, manufactures and sells menswear in China and is one of China’s leading menswear brands. The firm’s team was led by corporate partners Victoria Lloyd, Vasiliki Tsaganos and Joshua Wechsler.

Kim & Chang has represented GS Retail in respect of the sale of its department store and hypermarket business to Lotte Group, the largest department store operator in Korea, for approximately KRW1.34 trillion (US$1.13b). The sale, which was effected through a complex business transfer of 3 department stores and 14 hypermarket stores, marked one of the largest business transfer deals completed in Korea. The firm’s advisory team was composed of Jay Ahn, Young Man Huh and Jong Hyun Park.

Kim & Chang has also advised JDS Uniphase Corporation (JDSU), a provider of communications test and measurement solutions and optical products for telecommunications service providers and cable operators, in respect of its acquisition of the network solutions communications test business of Agilent Technologies Inc, a measurement company engaged in providing bio-analytical and electronic measurement solutions. It is expected that the acquired business will be integrated into the existing solutions division of JDSU’s Communications Test and Measurement business segment and will expand JDSU’s communications test position. The firm’s advisory team was composed of Milosz Zurkowski, Heung Suk Oh and Jae Hee Kim.

King & Wood has advised issuer COSTIN New Materials Group Limited (COSTIN) on both PRC and Hong Kong law in respect of its global offering and listing on the HKSE on 21 June 2010. The HKSE listing followed after an initial global offering of 240 million shares (comprising 200 million new shares and 40 million sale shares) which raised gross proceeds of approximately HKD571.2 million (US$73.4m). COSTIN is principally engaged in the research and development, production and sales of non-woven fabrics and chemical fibres in the PRC. Hua Lei and Dr Sheldon Tse led the firm’s advisory team. A team from Appleby led by Tan Li Lee acted as Cayman Islands counsel for COSTIN.

Mallesons Stephen Jaques has acted for Telstra in respect of its deal with NBN Co to help build the national broadband network (NBN). The transaction, if completed, will deliver to Telstra value of around A$11 billion (US$9.6b). NBN Co will pay Telstra to decommission its fixed line broadband networks as the NBN is rolled out, and to use Telstra’s duct and backhaul infrastructure for the new network. The separation of Telstra on this basis will allow it full access to critical 4G spectrum auctions. In addition, the Commonwealth Government has agreed to important regulatory changes, including removing certain universal service costs from Telstra. The firm’s Melbourne-led team included partners Neil Carabine, Renae Lattey, Luke Waterson and Justin Cherrington.

Maples and Calder has acted as Cayman counsel to Asian Capital Holdings Limited (Asian Capital) in respect of its listing on the Growth Enterprise Market of the HKSE on 18 June 2010. Asian Capital is principally engaged in corporate finance advisory services with a primary focus on companies listed in Hong Kong. The estimated proceeds of HK$49.8 million (US$6.4m) from the placing will be used as revolving capital to support further fund raising and investment activities. Greg Knowles led the firm’s advisory team. Troutman Sanders acted as onshore counsel to Asian Capital.

Nishith Desai Associates has acted as legal and tax counsel to the investors in respect of the issuance by Ultra Space Developers Private Limited (a Wadhawan Group entity engaged in the construction and development of real estate projects) of certain securities on a private placement basis. The deal is valued at approximately INR1.75 billion (US$38m).

Rajah & Tann LLP is advising Oversea-Chinese Banking Corporation Limited (OCBC), the owner of the site formerly occupied by Specialists’ Centre and Hotel Phoenix, in respect of the acquisition of two special purpose vehicles (SPVs) incorporated by the United Engineers Limited Group (UEL), for the development and construction of a hotel cum retail mall on the site. The development works are being undertaken by the SPVs in accordance with a series of project agreements, principally the License and Development Agreement entered into between OCBC and UEL. The project also involves the structuring and negotiation of arrangements to be entered into between OCBC and an international hotel chain operator in respect of the hotel. The value of the transaction, which was announced on 7 June 2010, is estimated to be in the region of S$550 million (US$397m). Partners Goh Kian Hwee, Serene Yeo and Cheng Yoke Ping led the firm’s advisory team.

Shin & Kim has advised the underwriters – composed of Korea Investment & Securities, Goldman Sachs, Merrill Lynch, Morgan Stanley, Shinhan Investment, Samsung Securities, Tong Yang Securities, KB Investment & Securities and Nomura International – in respect of the KRW4.89 trillion (US$4.4b) IPO of Samsung Life Insurance Co Ltd. The offering consisted of a public offering in Korea and a Rule 144A and Regulation S issuance outside Korea, followed by the listing on the Korea Exchange. The IPO is the largest offering made by a Korea insurance company to date. Partners Woong-Soon Song, Sang Man Kim and Tae Yong Seo led the transaction.

Shin & Kim has also represented the Public Officials Benefit Association (a Korean government officials mutual benefit organisation) in respect of the acquisition from Deka Real Estate ABS SPC Korea LLC of a 20-storey office building known as Eugene Investment & Securities Building in Yoido, Seoul. The sale and purchase agreement was executed and closed on 31 May 2010. The purchase price of the building is approximately KRW181.4 billion (US$151m). Yong Woo Lee, Hyun Sik Shin, and Jangwon Seo of the firm’s real estate practice group led the transaction.

Stamford Law has advised Singapore-based Derma Rx Asia Pacific Pte Ltd (Derma Rx) in respect of its acquisition by Kaya Ltd (Kaya), the skincare solutions unit of Indian personal care products maker Marico Ltd (Marico). Kaya currently operates in India and the Middle-East, and the acquisition will allow Marico to gain access to a range of skin care products and establish a presence for Kaya in the South East Asia region. Derma Rx, which sells its products through its three clinics in Singapore and one in Kuala Lumpur, has a customer base of around 37,000 people and generates an estimated turnover of INR500 million (US$10.9m) annually. Director Bernard Lui led the team.

Stamford Law is also acting for environmental protection and waste recovery solutions specialist Sino-Environment Technology Group Limited (Sino-Environment) in respect of a judicial management which was approved by the High Court on 4 June 2010. Ernst & Young partners Seshadri Rajagopalan and Angela Ee were appointed as the interim judicial managers for Sino-Environment on 13 May 2010 and subsequently as the judicial managers on 4 June 2010. Sino-Environment, which reportedly possesses net assets of US$61.1 million, is widely recognised in the PRC’s coastal, central and western provinces. Directors Ashok Kumar and Soh Chun Bin led the team.

Soewito Suhardiman Eddymurthy Kardono (SSEK) has advised PT Molindo Raya Industrial (Molindo) in respect of its group restructuring prior to its anticipated IPO on the Indonesian Stock Exchange, which is expected at the end of June. Molindo is an ethanol manufacturer which had previously purchased the raw materials from third party suppliers, and the group is raising capital to purchase sugar plantations to build an integrated ethanol production facility. The 650 million shares are already more than 30 percent fully subscribed by institutional investors. The firm’s capital markets expert Mohamad Kadri led the transaction.

Watson, Farley & Williams LLP has acted for the Fortis Bank (Nederland) NV Singapore Branch and its syndicate of junior and senior lenders in respect of a senior and junior post delivery loan facility of up to approximately US$100 million to two single purpose ship-owning companies, established under the Korean Development Bank Shipping Program. The facility is intended to finance the acquisition of two capesize class dry bulk carriers. Each borrower is controlled by an investment trust established under the Financial Investment Services and Capital Markets Act of Korea. Each investment trust made an investment to the relevant borrower, thus enabling the investment trust to participate in the earnings and capital gains generated by such borrower’s ship during the tenor of investment. The firm’s advisory team was led by partner Madeline Leong.

Weerawong, Chinnavat & Peangpanor Ltd has acted as legal counsel to Minor International Public Company Limited in respect of the issuance of Baht 2.5 billion (US$75.8m) unsecured debentures. Bank of Ayudhya Public Company Limited and KASIKORNBANK Public Company Limited were the underwriters for the issuance, which closed in May 2010. The transaction was led by partner Peangpanor Boonklum.

Weil, Gotshal & Manges LLP has represented global private equity investor WL Ross & Co LLC in respect of the sale of its approximate 30 percent stake in SpiceJet Ltd – India’s second largest budget airline – to Kalanithi Maran, the chief executive of leading media group Sun TV Network Ltd, for US$127 million. The firm’s team was led by Akiko Mikumo in Hong Kong. AZB & Partners also advised the company on the sale, led by partners Rajendra Barot and Srinath Dasari.

WongPartnership LLP has acted for Swiber Holdings Limited (SHL) in respect of the disposal of its 100 percent stake in SHL’s indirect wholly-owned subsidiary, Samson Oceanic Pte Ltd, to Enzer Corporation Ltd. The stake had previously been held by SHL through another wholly-owned subsidiary, Swiber Engineering Limited, Partners Vivien Yui and Chong Hong Chiang acted on the matter.

WongPartnership LLP has also acted for the Land Transport Authority in respect of its acquisition of 100 percent of the share capital of Transit Link Pte Ltd from the previous shareholders SMRT Trains Ltd and SBS Transit Ltd. Partners Mark Choy and Owyong Eu Gene acted on the matter.

In addition, WongPartnership LLP has acted for Asia Power Corporation Limited in respect of its acquisition of an additional effective equity interest of 52 percent in the registered capital of Kaixin. The Kaixin group of companies controls and operates two hydropower plants and has investment stakes in three other hydropower plants in the PRC. Partner Vivien Yui acted on the matter.

Finally, WongPartnership LLP has acted for Boustead Singapore Limited – a progressive global infrastructure-related engineering services and geo-spatial technology group listed on the SGX-ST – in connection with its proposed acquisition from Giant Delight Holdings Limited of 1 percent redeemable convertible notes of Bio-Treat Technology Limited (Bio-Treat), which are convertible into more than 854 million ordinary shares in the capital of Bio-Treat. Partners Ng Wai King, Alvin Chia, Gerry Gan and Dawn Law acted on the matter.

Deals – 2 July 2010

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Allen & Gledhill LLP has advised Neptune Orient Lines Limited (NOL) as to Singapore law in respect of the establishment of a US$1.5 billion Euro Medium Term Note Programme. DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank have been appointed as the arrangers of the programme. Partners Tan Tze Gay and Glenn Foo led the transaction.

Allen & Gledhill LLP has also acted as Singapore counsel to the arrangers and dealers, the issuing and paying agent and agent bank, and the trustee in respect of Goodpack Limited’s (Goodpack) establishment of a S$300 million (US$215m) multicurrency medium term note programme. Goodpack has appointed Oversea-Chinese Banking Corporation Limited (OCBC) and Standard Chartered Bank as the arrangers and dealers of the programme. OCBC is the issuing and paying agent and agent bank whilst British and Malayan Trustees Limited is the trustee. Partner Au Huey Ling led the transaction.

In addition, Allen & Gledhill LLP has also advised the sole global coordinator and the joint bookrunners in respect of the completion by Golden Concord Asia Limited of its secondary offering of 18 million existing ordinary shares in the capital of Overseas Union Enterprise Limited. The offering raised gross proceeds of S$207 million (US$148m). Credit Suisse (Singapore) Limited acted as the sole global coordinator for the offering, whilst the joint bookrunners were Credit Suisse, Morgan Stanley Asia (Singapore) Pte and Standard Chartered Securities (Singapore) Pte Limited. Partners Tan Tze Gay, Yeo Wico and Glenn Foo led the transaction.

Moreover, Allen & Gledhill LLP has advised CDL Hospitality Real Estate Investment Trust (which is managed by M&C REIT Management Limited (M&C REIT)) and CDL Hospitality Business Trust (which is under the trusteeship-management of M&C Business Trust Management Limited (M&C BTM)) in respect of the launch of a private placement by M&C REIT and M&C BTM in CDL Hospitality Trusts. The placement raised gross proceeds of S$200 million (US$143m), including an upsize option to raise additional gross proceeds of S$50 million (US$36m). Partners Jerry Koh and Chua Bor Jern led the transaction.

Finally, Allen & Gledhill LLP has advised Treasury China Trust (TCT) – a Singapore-based business trust focusing on commercial real estate in China – and Treasury Holdings Real Estate Pte Ltd (THRE), as trustee-manager of TCT, in respect of TCT’s listing on the SGX by way of a scheme of arrangement, pursuant to which China Real Estate Opportunities plc (CREO) became a wholly-owned subsidiary of THRE. Under the arrangement, THRE acquired CREO by issuing five units in TCT for every one share held by an existing shareholder in CREO. The properties of TCT were valued at S$1.89 billion (US$1.3b).

ATMD Bird & Bird LLP has acted for ASTRO Entertainment Sdn Bhd (Astro) in respect of its formation of a joint venture in Malaysia with Endemol Asia Ltd (Endemol), to focus on the creation and development of new programming for the local market. Endemol is behind some of the most successful formats and programmes in the world, and through the JV the companies will work together to create and deliver premium local content to all Malaysian viewers, including those on Free To Air.

AZB & Partners is advising Infrastructure Leasing & Financial Services Limited (IL&FS), IL&FS Financial Services Limited (IFIN), and Maytas Infra Limited (MIL) in respect of the approximate INR3 billion (US$64m) acquisition by SBG Projects Investments Limited (SBG) of an 20 percent stake in MIL, by way of a preferential allotment of equity shares of MIL. SBG, a member of the Saudi Binladin Group, along with IL&FS (as persons acting in concert) will also make a joint open offer, valued at approximately INR3 billion (US$64m), to acquire up to 20 percent of the shares of MIL. The transaction is subject to regulatory approvals and the successful consummation of the corporate debt restructuring package. Partners Essaji Vahanvati and Vishnu Jerome led the transaction.

In addition, AZB & Partners has advised Elephant Capital in respect of its acquisition, together with other investors, of approximately 30 percent of the equity shareholding (through preferential allotment of shares) in Amar Chitra Katha Private Limited, one of India’s leading children’s media companies. Partner Hardeep Sachdeva led the transaction, which is valued at INR300 million (US$6.4m).

Finally, AZB & Partners is acting as Indian counsel to Reliance India Limited (RIL) in respect of RIL’s acquisition, through its subsidiary, of a 45 percent interest in Pioneer Natural Resources Company’s Core Eagle Ford Shale, a promising oil and gas resource in Texas. Total consideration for the deal, which was signed on 24 June 2010, is approximately US$1.3 billion. Partner Shuva Mandal led the transaction.

Baker & McKenzie’s US securities team in APAC has acted as US counsel to NYSE-listed JinkoSolar Holding Co Ltd (JinkoSolar) in respect of its IPO of American Depositary Shares (ADSs) and NYSE listing. JinkoSolar is a fast-growing, China-based solar product manufacturer, with its principal products including silicon wafers, solar cells and solar modules. JinkoSolar has sold more than 5.8 million ADSs, generating total proceeds of approximately US$64.2 million. The IPO was underwritten by Credit Suisse, Oppenheimer & Co, Roth Capital Partners, and Collins Stewart. The firm’s team was led by Scott Clemens.

Clayton Utz is advising well-known Australian paint manufacturer Wattyl Limited (Wattyl) in respect of its proposed acquisition by major American coatings manufacturer The Valspar Corporation (Valspar). Under the proposed scheme of arrangement, Wattyl shareholders will receive A$1.67 (US$1.43) per fully paid share, valuing the transaction at approximately A$142 million (US$121.4m). Subject to obtaining the necessary approvals, Valspar should have outright control of Wattyl by late September. National M&A practice head John Elliott is leading the firm’s team.

CMS Hasche Sigle has advised Asian Bamboo AG, one of the world’s leading producers of moso bamboo stems and bamboo shoots, in respect of its placement of 1.4 million shares with selected investors as part of a capital increase. The gross proceeds of the issue amounted to around €43.4 million (US$53m), with the new funds earmarked primarily for leasing additional plantations. The main shareholder, Green Resources, also sold a further 1 million Asian Bamboo shares to investors from its own holdings. The firm’s advisory team was led by Dr Henrik Drinkuth.

Colin Ng & Partners LLP has acted for Swanmet Group – composed of Swanmet Holding Pte Ltd, Swanmet Engineering Pte Ltd, Swanmet (M) Sdn Bhd and Swanmetal Sdn Bhd – in respect of the merger of its business and assets with that of Norcast Wear Solutions Inc. A metal foundry company, Swanmet Engineering has operations in Malaysia and Singapore and produces a wide range of cast products. Norcast Castings, the subsidiary of Norcast Wear Solutions, is the world’s second largest producer of mill liners. Partner Tan Min-Li acted on the matter.

Eversheds has advised AAC Acoustic Technologies Holdings Inc (AAC Acoustic), a world-leading solutions provider of acoustic products, in respect of its investment in Kaleido Technology ApS (Kaleido), the Danish industry leader in optical components and technology. The deal was signed in Shanghai on 28 June 2010. Kaleido’s technology solutions offer extremely cost-effective manufacturing of all-glass aspheric lenses and provide the ideal solution for wafer-scale integration technologies, a solution of high value to AAC Acoustic. Nick Seddon, managing director for the firm’s Hong Kong office, led the transaction.

Fried, Frank, Harris, Shriver & Jacobson has represented China Liansu Group Holdings Limited, one of the largest manufacturers of plastic pipes and pipe fittings in China, in respect of its global offering of ordinary shares and the related listing of such shares on the HKSE. The global offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. JP Morgan and UBS acted as joint global coordinators for the transaction, which generated aggregate gross proceeds of approximately US$250 million (HK$1.95b). The firm’s advisory team was led by Hong Kong corporate partners Victoria Lloyd and Joshua Wechsler.

Herbert Smith has advised Hanergy Group (Hanergy), one of the largest non-state-owned clean energy generation enterprises in China, in respect of its US$150 million (HK$1.17b) strategic investment by way of share subscription for a 23.08 percent stake in HKSE-listed solar PV manufacturer Apollo Solar Energy Technology Holdings (Apollo Solar). Upon completion of the transaction, Hanergy will become the largest shareholder of Apollo Solar. As part of the investment, Hanergy has also made equipment purchase of US$2.55 billion (HK$19.84b) from Apollo Solar. The firm’s team was led by Beijing corporate partner Tom Chau.

Khaitan & Co has advised Subhkam Ventures in respect of the structuring of a venture capital fund wherein Subhkam Ventures (I) Private Limited is the sponsor. The fund is a SEBI registered venture capital fund and proposes to raise INR100 crores (US$21.5m) under its first scheme to be invested in various sectors. Daksha Baxi, head of the firm’s funds practice, led the transaction.

Khaitan & Co has also advised iPro Capital Limited (iPro) in respect of the structuring and formation of a venture capital fund. iPro is the settlor of iPro Capital Private Equity Trust, a SEBI registered venture capital fund which aims to raise approximately INR100 crores (US$21.5m) under its first scheme. The firm’s funds head, Daksha Baxi, again led the transaction.

Kim & Chang has represented Prudential Financial Inc (Prudential) in respect of the completion of the sale of Prudential Investment Securities and Prudential Asset Management to Hanwha Securities on 1 June 2010. The total value of the deal was approximately KRW490 billion (US$401m). The sale comes six years after Prudential’s acquisition of the two companies – which were formally known as Hyundai Investment & Securities and Hyundai Investment Trust Management, respectively – from Korea Deposit Insurance Corporation. Partner Young Man Huh led the transaction.

In addition, Kim & Chang has acted as Korean counsel to Nomura Securities (Nomura) in respect of the conversion of its Seoul Branch to a subsidiary on 29 May 2010. In connection with this conversion, the assets, supplier contracts and employees of Nomura International (Hong Kong) Limited Seoul Branch were transferred to Nomura Financial Investments (Korea) Co Ltd. Partner Jong-Hyun Park led the transaction.

Finally, Kim & Chang has acted as Korean counsel to Samsung Life Insurance Co Ltd (Samsung) – the largest life insurance company in Korea – and to the multiple selling shareholders in respect of the offering of more than 44.4 million shares owned by Samsung shareholders. The offering consisted of an offer and sale to the public in Korea, and an offer in the US only to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (Securities Act) and outside the US in reliance on Reg S under the Securities Act. The offering raised gross proceeds of approximately KRW4.9 trillion (US$4b). Partners Chang Hyeon Ko, Woong Park and Jong Hyun Park led the transaction.

Mallesons Stephen Jaques has acted for Seven Group Holdings Limited in respect of its US$250 million cornerstone investment in the IPO of Agricultural Bank of China Limited, China ‘s largest retail bank, in a deal which is likely to be the world’s largest ever IPO. The advisory team from the firm’s Hong Kong and Australian offices was led by partner Nicola Wakefield Evans.

Mallesons Stephen Jaques has also acted for a syndicate of banks – led by China Development Bank Corporation and Bank of China Limited as mandated lead arrangers, as well as Industrial and Commercial Bank of China Limited and Agricultural Bank of China Limited – in respect of a US$1.2 billion financing for the Karara iron ore project in Western Australia. Karara is a joint venture between Gindalbie Metals Limited and Ansteel, China’s second largest steel producer and largest iron ore miner. The deal, which is among the first Chinese bank funded project financings in Australia, represents the emergence of a strong trend in financing for Australian mining projects. Perth banking partner Nicholas Creed led the firm’s advisory team. Clifford Chance, led by partner Bruce Schulberg, acted as English counsel for the banks.

Finally, Mallesons Stephen Jaques has acted for NYSE-listed Genesee & Wyoming (G&W) in respect of its acquisition of the FreightLink-owned Adelaide to Darwin railway, the integrated rail and port transport business operating between South Eastern Australia and the Northern Territory. G&W entered into an agreement to acquire the business and business assets of the railway for A$334 million (US$285m), and is the current operator of the railway. Receivers and managers from Korda Mentha were appointed to each of the sellers. The firm’s team was led by Sydney partners Robert Gibson and Evie Bruce.

Maples and Calder has acted as Cayman Islands counsel to Trauson Holdings Company Limited (Trauson), a leading producer of orthopaedic products in China, in respect of its HK$750 million IPO on the HKSE on 29 June 2010. UBS AG Hong Kong Branch (UBS) was the global coordinator and UBS, CCB International Capital Limited and Guotai Junan Securities (Hong Kong) Limited were the Hong Kong underwriters on the deal. Partner Greg Knowles led the firm’s advisory team, whilst Latham & Watkins also advised Trauson as Hong Kong and US counsel. Jackson Woo & Associates in association with Ashurst Hong Kong advised the underwriters as Hong Kong and US counsel, respectively.

Minter Ellison is advising Sekisui House Australia Holdings Pty Limited, a wholly owned subsidiary of Japan’s Sekisui House Ltd (Sekisui House), in respect of its conditional contract to acquire the contract home building division of AVJennings. The transaction is subject to Australian Foreign Investment Review Board approval. Sekisui House is Japan’s largest private home builder, and it has identified Australia as an important part of its future growth. Corporate partner Martin Bennett led the firm’s advisory team, whilst Corrs Chambers Westgarth has acted for AVJennings. Due diligence for Sekisui House was undertaken by Morgan Lewis whilst Allen & Overy (Japan) acted for Sekisui House in Japan.

Nishith Desai Associates has acted as legal and tax counsel to Mid-Day Multimedia Ltd (Mid-Day) in respect of the demerger of its print business with Jagran Prakashan Limited (Jagran) for a total consideration of around INR 2 billion (US$43m). Jagran is India’s leading media and communications group, and its flagship brand, Dainik Jagran, is the most widely read newspaper in India with a total readership of approximately 54.2 million. Mid-Day owns, inter alia, MiD DAY, Sunday MiD DAY, and the largest read Urdu newspaper in India.

Nishith Desai Associates has also acted for Battery Ventures VIII FVCI (Mauritius) and Greylock (Mauritius) Inc in respect of their participation in the Series A fund raising by Taggle Internet Ventures Private Limited, a Bangalore-based company that leverages technology to harness the power of group buying to create a win-win partnership between consumers and retailers in India.

Orrick, Herrington & Sutcliffe LLP has advised FMC Corporation (FMC), a leading US-based diversified chemical company, in respect of its acquisition of a herbicide, fluthiacet-methyl, which is jointly owned by Kumiai Chemical Industry Co Ltd and Ihara Chemical Industry Co Ltd, both leading agricultural, pesticide and industrial chemical developers and manufacturers in Japan. Fluthiacet-methyl is a broad-spectrum herbicide currently registered for early post-emergence use on corn, soybeans and cotton in the US. The acquisition, which was completed on 16 June 2010, will allow FMC to further develop this product with other crops and in other product concepts in its markets around the world. A team from the firm’s Tokyo office led by partner Mark Weeks acted on the matter.

Orrick, Herrington & Sutcliffe LLP has also advised Parkway Life Real Estate Investment Trust (PLife REIT) in respect of its JPY3.9 billion (US$44m) acquisition of six nursing home and care facility properties in Japan. The acquisition was completed on 17 June 2010. Singapore based PLife REIT, Asia’s largest listed healthcare REIT by asset size, acquired the Japanese properties from Kabushiki Kaisha Sawayaka Club and Kabushiki Kaisha Bonheure, both subsidiaries of Kabushiki Kaisha Uchiyama Holdings, Japan. Partner Asahi Yamashita led the team from the firm’s Tokyo office in the transaction.

Paul, Hastings, Janofsky & Walker has advised Energy Development Corporation (EDC), a pioneer in the geothermal energy industry, in respect of a US$175 million syndicated term loan facility provided by a consortium of twelve international commercial banks. The loan proceeds will be used by EDC to refinance certain loan obligations and for its medium-term capital expenditure program. The mandated lead arrangers and bookrunners on the facility were Australia and New Zealand Banking Group Limited Manila Branch, Crédit Agricole Corporate and Investment Bank and Standard Chartered Bank. The firm’s advisory team was led by partners Patricia Tan Openshaw and Joshua Isenberg.

Shin & Kim has represented Woongjin Finance Partners Private Equity Fund in respect of its acquisition of new shares issued by Seoul Mutual Bank. The transaction was signed on 4 June 2010 and is expected to be completed by the end of August 2010, subject to government approvals. The condition precedents to the completion of the transaction included, among others, obtainment of approval from the Korean Financial Services Commission. Chang-Hyun Song and Joon-Hyuk Chung of the firm’s M&A practice group led the advisory team.

Slaughter and May has advised the placing agents – composed of BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch, and Morgan Stanley & Co International plc – in respect of the placement of 23.4 billion new shares in international copper mining company CST Mining Group Limited (CST), formerly known as China Sci-Tech Holdings Limited. The placement, which raised US$600 million (HK$4.68b), was completed on 25 June 2010. The firm also advised Morgan Stanley and BOCI as financial advisers to CST on its acquisition of a Toronto-listed company with copper mining assets in Peru, and advised Morgan Stanley and Deutsche Bank as financial advisers to CST on its acquisition of an Australian company with copper mining assets in Australia. The proceeds of the placement will be used in part to indirectly finance the acquisitions, through the repayment of short term bridge financing raised by CST. Partner Benita Yu led the transaction.

Stamford Law Corporation has advised SGX-listed Rickmers Maritime (Rickmers), a Singapore-registered business trust formed to own and operate containerships under long-term fixed-rate time charters, in respect of the restructuring of its existing loan facilities, including a five-year extension of the maturity period of a top-up loan facility of US$130 million. As part of the restructuring terms, Polaris Shipmanagement Company Limited (Polaris), a wholly-owned subsidiary within the Rickmers Group, has also agreed to release Rickmers from its obligation to buy seven vessels worth an aggregate of US$918.7 million, in exchange for cash compensation of US$64 million and an interest -bearing convertible loan. Directors Susan Kong, Daniel Lim and Valarie Jagger led the transaction.

Stamford Law Corporation is also advising Depa Interiors LLC (Depa Interiors), an indirect wholly-owned subsidiary of Dubai’s Depa Limited (Depa), in respect of the proposed voluntary conditional cash offer for all the issued and paid-up ordinary shares in the capital of SGX-listed Design Studio Furniture Manufacturer Ltd (Design Studio). Depa, which currently holds a 24.7 percent stake in Design Studio, intends to buy the remaining shares of Design Studio it does not own, valuing the company at more than S$140 million (US$100). The acquisition would allow Depa Interiors to expand its operations and gain exposure to the Southeast Asian Markets. Directors Yap Lian Seng and Lean Min-Tze lead the transaction.

In addition, Stamford Law Corporation is advising catalist-listed Esmart Holdings Limited (Esmart) in respect of the reverse takeover deal with Malaysian investment company Atlan Holdings Berhad (Atlan). Atlan has proposed a reverse takeover of Esmart via the injection of its two subsidiaries, DFZ Capital Bhd and Darul Metro Sdn Bhd, which will involve an aggregate consideration of about RM670.6 million (US$207m). Esmart announced that it will issue 18.1 billion new shares to finance the two acquisitions. Atlan, which is involved in a range of businesses (including property investment and development, hospitality and lifestyle and travel retailing), hopes that the reverse takeover will increase the international profile and stature of the Atlan Group of Companies. Director Yap Wai Ming is leading the transaction.

Moreover, Stamford Law Corporation is advising Indian major hospital chain Fortis Healthcare Ltd (Fortis) in respect of the voluntary conditional cash partial offer of $1.183 billion by Khazanah Nasional Berhad (Khazanah), through its wholly-owned subsidiary Integrated Healthcare Holdings, to acquire 313 million ordinary shares in the capital of Singapore-based Parkway Holdings Ltd (Parkway), Asia’s largest hospital operator. Khazanah is the investment holding arm of the Government of Malaysia. Fortis is currently the largest shareholder in Parkway with a stake of 25.3 percent. Khazanah’s partial offer, if accepted, will increase its current shareholding in Parkway from 23.8 percent to 51.5 per cent. Parkway’s shareholders have until July 8 to cast their votes on the partial offer. Directors Lee Suet Fern, Yap Lian Seng and Lean Min-Tze are leading the transaction, whilst a team from Shook Lin & Bok LLP, led by partners David Chong and Michelle Phang, are advising Morgan Stanley, the independent financial advisor to Parkway.

Finally, Stamford Law Corporation is advising Catalist-listed Top Global Limited (Top Global) in respect of its attempt to raise up to S$125 million (US$89.5m) through a three-for-one issue of rights and warrants. Top Global, which is headquartered in Singapore, provides specialist construction works and value added services which include waterproofing and re-roofing to public and private clients. Top Global intends to enter the property markets in Singapore, Indonesia and China and believes that the rights and warrants issue would provide it with the financial strength for business growth opportunities. Director Yap Wai Ming is leading the transaction.

WongPartnership LLP has acted for the borrower, which is a consortium comprising of CapitaLand Limited, Hotel Properties Limited, Wachovia Development Corporation and Morgan Stanley (via Morgan Stanley Real Estate Special Situations Fund III LP) in respect of a financing of S$2 billion (US$1.43b) to partially re-finance the acquisition of the Farrer Court site and to part-finance its re-development into a 36-storey condominium. The firm also advised in respect of its refinancing and restructuring of facilities valued at S$1.6 billion (US$1.15b). The transaction is the largest real estate residential financing deal in Singapore to date. Partners Christy Lim, Carol Anne Tan and Khaw Gim Hong acted on the matter.

WongPartnership LLP has also acted for Sound Global Ltd (Sound Global) in respect of the financing by International Finance Corporation (part of the World Bank Group) of four BOT projects for wastewater treatment plants in the PRC. The projects will be carried out by Sound Global’s subsidiaries via various project companies. Partner Christy Lim acted on the matter.

In addition, WongPartnership LLP has acted for Parkway Holdings Limited, one of the region’s leading providers of healthcare services, in respect of the development and sale of medical suites at the upcoming Parkway Novena Hospital (Hospital) and Parkway Novena Specialist Centre (Specialist Centre), which is expected to open in 2012. The Hospital and Specialist Centre will house a total of premium-quality physician 259 medical suites, catering primarily to specialists in their respective fields. Partners Angela Lim and Tan Peck Min acted on the matter.

Moreover, WongPartnership LLP has acted as Singapore counsel for Bain Capital Ltd, one of the members of the Bain Capital group of companies, in respect of Bain Capital’s approximate US$1.63 billion acquisition of The Dow Chemical Company’s Styron unit, the world’s biggest producer of polystyrene plastic. Partners Ng Wai King and Quak Fi Ling acted on the matter.

Finally WongPartnership LLP has acted for HJ Heinz Company in respect of the acquisition by its subsidiary, Heinz China Investment Company, of the entire issued and paid-up share capital of Foodstar Holdings Pte Ltd (a leading manufacturer of soy sauces and fermented bean curd in the PRC) for an aggregate consideration of approximately US$165 million and potential earn-out payments in the future. Managing partner Dilhan Pillay Sandrasegara, and partners Chan Sing Yee, Jenny Tsin and Lam Chung Nian acted on the matter.

Deals – 6 May 2010

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Allen & Gledhill LLP has advised Hoya Corporation (Hoya) and Hoya Magnetics Singapore Pte Ltd (HoMS) in respect of the proposed sale of their hard disk-use glass media manufacturing operations and related assets to a wholly owned subsidiary of Western Digital Corporation. The sale, for JPY22 billion (US$235 million) in an all-cash transaction, includes a Singapore-based plant operated by HoMS and a research and development facility in Yamanashi Prefecture, Japan. Partner Prawiro Widjaja led the firm’s advisory team.

Allen & Gledhill LLP has also advised Raffles City China Fund Limited (RCCF) – a private equity property fund established by CapitaLand Limited to invest in the “Raffles City” brand of large scale integrated developments located in various cities of China – and its fund manager RCCF Management Pte Ltd in respect of RCCF increasing its fund size from US$1 billion to US$1.18 billion at a second closing, with the option to further increase up to US$1.5 billion at one or more subsequent closings by the end of the term. Furthermore, in line with CapitaLand’s strategy to rationalise the holding of its “Raffles City” brand integrated developments in China through RCCF, CapitaLand China Development Fund Pte Ltd and CapitaLand China CCDF (Cayman) Holdings Co Ltd agreed to transfer Raffles City Ningbo to RCCF for approximately US$125 million, subject to post-completion adjustments. Partner Jerry Koh led the firm’s advisory team.

Allens Arthur Robinson is acting for Newcrest Mining Limited (Newcrest), one of the leading gold companies in the world, on its proposed merger with Lihir Gold Limited (Lihir), a leading global gold company with operations in Papua New Guinea, Australia and West Africa. Under the Merger Implementation Agreement Newcrest will acquire Lihir, subject to certain conditions, under a scheme of arrangement. The combined organisation is envisioned to be Asia-Pacific’s leading gold producer. The transaction is valued at approximately A$9.5 billion (US$8.6b). Partner Jon Webster led the firm’s advisory team. Blake Dawson advised Lihir.

Allens Arthur Robinson’s has also acted for UBS AG Australia Branch, as the sole underwriter, in respect of the A$250 million (US$227m) accelerated renounceable entitlement offer by leading crop protection company Nufarm Limited (Nufarm) that was announced on 20 April 2010. The offer follows completion of the acquisition by Sumitomo Chemical Co Ltd of a 20 percent stake in Nufarm under a tender offer. The proceeds of the offer will be used to strengthen Nufarm’s balance sheet and place the company in a better position to pursue growth opportunities. The firm’s advisory team was led by partner and co-head of equity capital markets Robert Pick.

Finally, Allens Arthur Robinson’s has acted for Macquarie Capital Advisers Limited and UBS AG Australia Branch (UBS) as the joint lead managers and underwriters in respect of the A$76 million (US$69m) institutional placement by Super Cheap Auto Group Limited (SCAG) announced on 27 April 2010. The proceeds of the placement will be used by SCAG to fund its acquisition of leading outdoor leisure retailer Ray’s Outdoors. Partner Robert Pick led the firm’s advisory team, whilst Sidley Austin acted as US counsel for UBS. Arnold Bloch Leibler acted as Australian counsel and Baker & McKenzie acted as US counsel for Nufarm. Mallesons Stephen Jaques acted as Australian counsel for SCAG, led by Brisbane M&A partner John Humphrey.

Appleby has acted as Cayman counsel for Lansen Pharmaceutical Holdings Limited (Lansen) in respect of its listing on the HKSE on 7 May 2010. Its major shareholder is Cathay International Holdings Limited (Cathay), a Bermuda company listed on the London Stock Exchange which, apart from its pharmaceutical line of business through the Lansen group, is principally engaged in investment in hotels as well as the production and sale of health care products. Proceeds from the offer (excluding greenshoe option) are estimated to be around HK$552.7 million (US$71m) and will be used to fund, amongst other things, R&D, potential acquisitions of pharmaceutical companies, and expansion of production facilities and its sales and distribution network. The firm’s advisory team was led by corporate partner Judy Lee.

AZB & Partners has advised Matrix Partners India Investments LLC in respect of its acquisition of 15 percent of the share capital of Bhartiya Samruddhi Finance Limited, by way of subscription to a fresh issue of shares along with purchase of shares from one of the promoters. The acquisition was undertaken for an aggregate consideration of INR1 billion (US$22m). Partner Abhijit Joshi led the transaction.

AZB & Partners has also advised Tata Realty and Infrastructure Limited (Tata Realty) in respect of the subscription by Actis Infrastructure India PCC Limited and Actis Infrastructure Roads Limited to 35 percent of the share capital of TRIL Roads Private Limited (TRIL Roads). Tata Realty will directly and indirectly subscribe to remaining 65 percent of the share capital of TRIL Roads, which is engaged in the management, operation and maintenance of roads and highways. The transaction, which was approximately valued at US$200 million, was completed on 29 April 2010. Partner Sai Krishna Bharathan led the transaction.

In addition, AZB & Partners has advised Mitsui & Co Limited (Mitsui) in respect of its agreement with Ruchi Global Limited to create a 50:50 joint venture company to establish and operate steel service centers in India to cater to the automotive, white goods and construction sector. Mitsui is a global leader in the steel service centre business and operates about 60 steel service centres across more than 20 countries worldwide, and the proposed centres will mark its maiden venture in India. Ruchi Group has interests in businesses ranging from steel to food products. Partner Aditya Bhat led the transaction.

AZB & Partners has also advised Tata Motors Limited (Tata Motors) in respect of the assignment of certain receivables of Tata Motors to Standard Chartered Bank. The transaction, which was completed on 31 March 2010, was valued at approximately INR9 billion (US$200m). Partner Vishnu Jerome led the transaction.

Moreover, AZB & Partners has advised the underwriters – consisting of JM Financial Consultants Private Limited, IDBI Capital Market Services Limited, IDFC Capital Limited and SBI Capital Markets Limited – in respect of the IPO of equity shares of SJVN Limited (SJVN), by way of offer for sale by the President of India. SJVN is a joint venture of the Governments of India and Himachal Pradesh, and has aims to plan, investigate, organize, execute, operate and maintain hydro-electric power projects. The IPO was filed with the Securities and Exchange Board of India on 15 April 2010. Partner Meera Singh led the transaction.

Finally, AZB & Partners has advised Bharti Airtel Limited (Bharti) in respect of its acquisition of the 15-country Africa operations of Zain Africa BV (Zain). The acquisition has been undertaken through the purchase by Bharti of a 100 percent equity stake of Zain held by MTC Telecommunication Co. The acquisition makes Bharti the world’s fifth largest wireless company with operation across 18 countries, and will increase Bharti’s subscribers by approximately 40.1 million. The transaction, yet to be completed, is valued at approximately US$9 billion. Partners Ajay Bahl and Gautam Saha led the transaction.

Clifford Chance has advised Stockholm-listed SCA in respect of the sale of its Asian packaging business to International Paper for US$200 million. SCA develops, produces and markets personal care products, tissue, packaging, publication papers and solid-wood products, and sells products in more than 100 countries. Its workforce of 50,000 includes 4,500 employees at 15 plants in China, Singapore, Malaysia and Indonesia. Partner Amy Ho led the firm’s advisory team.

Clifford Chance has also advised JP Morgan and Goldman Sachs as underwriters in respect of the US$601 million top-up placement by COSCO Pacific Limited, a major container terminal operator in Hong Kong. The funds will be used to support the company’s US$520 million acquisition of an additional 13.7 percent stake in the Yantian Terminals – located at Shenzhen Port and the fourth largest container port in the world in terms of TEUs – from AP Moller-Maersk A/S, one of the world’s largest shipping and logistics groups. Partner Amy Ho led the firm’s advisory team.

Davis Polk & Wardwell LLP is advising Webzen Inc (Webzen) in respect of its merger with NHN Games Co Inc (NHN), whereby Webzen will be the sole surviving entity. Approximately 1.6 common shares of Webzen will be issued for each outstanding common share of NHN. Both companies are developers and service providers of multi-player online games. The transaction, which is expected to close by end of July 2010, is subject to approval by each company’s stockholders and the satisfaction of customary closing conditions and regulatory approvals. Partners Eugene C Gregor and Kirtee Kapoor led the firm’s advisory team.

Davis Polk & Wardwell LLP has also advised the initial purchasers – Merrill Lynch International, Morgan Stanley & Co International plc, Deutsche Bank AG Singapore Branch, and Standard Chartered Bank – in respect of the US$650 million Rule 144A/Regulation S offering by Agile Property Holdings Limited (Agile)of its 8.875% high-yield notes due 2017. Agile is one of the leading property developers in China, focusing on the development and sale of large-scale residential properties in China. The firm’s advisory team was led by partner William F Barron. Agile was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Jingtian & Gongcheng as to PRC law.

Finally, Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc as the sole solicitation agent in respect of the solicitation of consents by Agile Property Holdings Limited (Agile) from the holders of its 10 percent senior notes due 2016 to certain amendments to the indenture governing such notes. Partner William F Barron again led the firm’s advisory team. Sidley Austin provided US law advice to Agile and its subsidiary guarantors. Conyers Dill & Pearman provided Cayman law advice to Agile and BVI law advice to its subsidiary guarantors.

DLA Piper has advised the world leading producer of thin film transistor-liquid crystal displays, LG Display Co Ltd (LGD), as borrower and issuer in respect of a US$600 million financing arrangement. The financing, which was fully committed by 12 international financial institutions, comprised of a US$350 million offshore floating rate note facility and a US$250 million onshore term loan facility. The proceeds will be primarily used for the redemption of certain convertible bond indebtedness and LGD’s general corporate funding requirements. The firm’s advisory team led by partner JC Lee, whilst Shin & Kim acted as Korean counsel to LGD. A team from Lee & Ko, led by partner Yong-Jae Chang, acted as Korean counsel whilst Linklaters acted as English counsel for the mandated lead arrangers.

DLA Piper has also advised Oppenheimer & Co as lead underwriter and sole bookrunner in respect of the public equity offering in the US by City Telecom (HK) Limited (City Telecom), a leading Hong Kong-based telecommunications company. The offering of more than 4 million American Depositary Shares (ADS), which are listed on the Nasdaq Global Market, raised US$52 million in gross proceeds. The offering marks City Telecom’s first public equity offering in the US since its dual listing in 1999. Hong Kong partners Stephen Peepels and Gene Buttrill led the firm’s advisory team. Jones Day acted as US and Hong Kong counsel to City Telecom whilst Schinders Law acted as PRC counsel to the underwriters.

Finally, DLA Piper has acted as US counsel to China Hydroelectric Corporation (CHC), a leading operator and developer of hydropower projects in the PRC, on its IPO of shares which have been listed on the NYSE. The IPO involved the issue of 6 million units, each unit consisting of one ADS and one warrant, raising US$96 million, and is the first listing of a PRC-based hydroelectric company on the NYSE. The firm’s advisory team was led by partners Jonathan Klein (New York) and Gene Buttrill (Hong Kong), whilst Global Law Offices acted as PRC counsel to CHC. Jingtian & Gongcheng acted as PRC counsel and Loeb & Loeb LLP acted as US counsel to the underwriters to the transaction.

Fried Frank has represented Merrill Lynch Far East Limited as the sole placing agent in respect of the top-up placement of 75 million shares of Chow Sang Sang Holdings International Limited (CSS). The placement raised approximately HK$998 million (US$128.5m). CSS is engaged in the retail of jewelry in Hong Kong, Mainland China, Macau and Taiwan, as well as the wholesale of precious metals and securities and futures brokerage. CSS’s ordinary shares are listed on the HKSE. The firm’s advisory team was led by corporate partners Joseph Lee and Vasiliki Tsaganos.

Gide Loyrette Nouel has advised SEMMARIS, the management company of the famous International Market of Rungis in Paris (the largest wholesale market in the world for fresh products), in respect of the establishment of a joint venture with Shenzhen Agricultural Products Company, a leading Chinese company engaged in the production and processing of agricultural products and the establishment of wholesale markets in China. The JV company, Shanghai Rungis Market Management (Shanghai Rungis), will oversee the development, construction, operation and management of new wholesale agricultural produce markets in China. SEMMARIS will hold 33.4 percent of Shanghai Rungis, with the transaction giving SEMMARIS entry into the Chinese wholesale food market for the first time. The firm’s advisory team was led by partner David Boitout.

Gide Loyrette Nouel is also acting as the Chinese counsel to STMicroelectronics (STM), one of the world’s leading electronics and semiconductor manufacturers, in respect of the US$1.27 billion acquisition of Numonyx Holding BV (Numonyx) by Micron Technology Inc. (Micron). Numonyx is STM’s flash memory joint venture with Intel Corporation (Intel) and Francisco Partners. STM, Intel, Francisco Partners and Numonyx have entered into an agreement with Micron in which Micron will acquire Numonyx under a share swap deal. The transaction is subject to regulatory review and other customary closing conditions. The firm’s advisory team was led by partner Warren Hua.

Herbert Smith has advised Axiata SPV1 (Labuan) Limited – a wholly owned subsidiary of Axiata Group Berhad (Axiata), one of Asia ‘s largest telecommunications companies – in respect of the issue of US$300 million 5.375 percent Guaranteed Notes due 2020 listed on the HKSE and the Labuan International Financial Exchange. The issue marks the first bond issuance by Axiata after its restructuring in 2008. The net proceeds will be used to refinance the existing borrowings of one of Axiata’s subsidiaries and for general corporate purposes. Goldman Sachs and Morgan Stanley were the Joint Global Coordinators. Hong Kong corporate partners Kevin Roy and Carolyn Sng led the firm’s advisory team.

J Sagar Associates has acted for Hitachi Transport System (HTS), a unit of Hitachi Japan, in its 100 percent acquisition of Flyjac Logistics Private Limited (Flyjac), a leading Indian company in the logistics and warehousing business. The transaction was an all-cash deal wherein the 100 percent shareholding was acquired by HTS from the promoters of Flyjac. The deal size was valued at approximately INR250 crores (US$5m). The firm’s advisory team was led by partner Akshay Chudasama.

Khaitan & Co has advised Skelta Software Private Limited (Skelta) in respect of the sale of 100 percent of its shares to Invensys Process Systems (S) Pte Ltd (Invensys). Skelta provides business process management (BPM) and advanced workflow software solutions whilst Invensys engages in providing technology systems, software solutions and consulting services. The firm advised Skelta and the company’s shareholders (other than SIDBI) on the transaction from an Indian law perspective, including advising on structuring, taxation, negotiation, disclosures, review of various transaction documentation and assistance in closing. Partner Rajiv Khaitan led the firm’s advisory team.

Luthra & Luthra Law Offices has acted as lenders’ legal counsel to a consortium of banks and financial institutions led by IDBI Bank Limited in respect of the US$50 million project finance lending provided by them to GVK Coal (Tokisud) Company Private Limited (GVK Tokisud), a subsidiary of GVK Power & Infrastructure Limited. GVK Tokisud will be developing and operating Tokisud North Sub-Block coal mine in South Karanpura Coalfield in the State of Jharkhand in India. The cost of the project is estimated to be US$68 million, with the mine expected to produce 3 million tons per annum. The firm’s advisory team was led by partner Vijaya Rao.

Luthra & Luthra Law Offices has also represented Rahul Nath, managing director and majority shareholder of India’s biggest corporate travel company FCm Travel Solution (India) Private Limited, in respect of disputes arising from a share purchase agreement with Flight Centre Limited (FCL), Australia’s largest travel company. The matter was successfully settled with FCL conceding almost all Rahul Nath’s original claims, including the withdrawal of all charges leveled against him. Partner Sudhir Sharma led the firm’s advisory team.

Maples and Calder has advised Vietnam Emerging Market Fund Limited (VEMFL) in respect of the Cayman Islands aspects of its shareholder approved restructuring from a closed-ended fund into an open-ended fund. The restructuring is designed to provide investors with greater liquidity. The restructuring also saw VEMFL convert from a stand-alone investment vehicle to a feeder fund in a master/feeder structure. The firm’s advisory team was led by partner Spencer Privett.

Maples and Calder has also acted as Cayman Islands counsel in respect of the launch of Black’s Link Asia Event Driven Offshore Fund Limited (Black’s Link Fund). Black’s Link Fund is structured in a master/feeder structure with the primary investment objective of generating superior risk-adjusted returns through the execution of an event-driven strategy in the Asia Pacific region. The firm’s advisory team was led by partner Greg Knowles.

Mayer Brown JSM has acted for Waste Resources GP Limited (Waste Resources) as the investor in respect of the issue of HK$156 million (US$20m) zero coupon guaranteed convertible bonds due 2015 and new shares by HKSE-listed New Environmental Energy Holdings Limited (formerly Hembly International Holdings Limited). The proceeds will contribute to the development, construction and operation of seven waste-to-energy incineration plants in China. The firm’s advisory team was led by Jack Su and Phill Smith.

Paul, Hastings, Janofsky & Walker LLP has advised Wing Lung Bank Limited and its various PRC-based affiliates in respect of a combined onshore and offshore refinancing facility of approximately US$100 million. The transaction involved several jurisdictions including Barbados, Cayman Islands, China, Hong Kong and the US. The loans have been extended to affiliates of CarVal Investors, which are holding and renovating the Yu Fashion Garden, a high-end retail property in Shanghai. The firm’s advisory team was led by corporate partner Jia Yan.

Stamford Law Corporation has advised Mapletree India China Fund Limited (MIC Fund) in respect of the revolving facility of up to US$100 million from CIMB Bank Berhad (CIMB Bank) Singapore to finance the acquisition and development of investments. MIC Fund is a dual-country total return fund focusing on the investment and development of office, retail and residential real estate in China and India, and is managed by Mapletree Investments Pte Ltd. Director Susan Kong led the firm’s advisory team.

Wong & Partners has represented Ballarpur Industries Limited, the largest publicly listed integrated paper and pulp products producer in India, in its proposed acquisition of GS Paper & Products as part of an auction sale by CVC Asia, a leading private equity fund.

Wong & Partners has also acted for Media Prima Berhad in its successful RM296 million (US$91m) voluntary general offer for shares, and proposed privatization, of NSTP Berhad. The offer was undertaken under the Malaysian Take Overs & Mergers Code.

In addition, Wong & Partners has advised Carlyle Singapore Investment Advisors Ltd, a leading global private equity fund, on the attempted RM800 million (US$246m) acquisition of a controlling interest in the Masterskill Group of Companies, a nursing and allied health private college.

Further, 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, who heads the firm’s corporate & commercial practice group, led the advisory team which worked alongside Baker & McKenzie member firms in Singapore and Jakarta on the matter.

Moreover, Wong & Partners has represented the Dow Chemical Company and its group of companies in the sale of their entire interest in the OPTIMAL Group of Companies in Malaysia to Petroliam Nasional Berhad, for a purchase price of US$660 million. The assignment also involved advising on the commercial supply arrangements involving the OPTIMAL Group of Companies and the Dow Chemical Group to allow them to continue serving their current customer base with OPTIMAL products.

Finally, Wong & Partners has acted for NTT DoCoMo in connection with their US$100 million acquisition of a 16 percent stake in U Mobile Sdn Bhd and their subsequent exit from the joint venture.

WongPartnership LLP has acted for International Capital Trading in respect of real estate documentation relating to the lease of an industrial property for the storage of vehicles impounded by the traffic authorities. Partner Paul Sandosham acted on the matter.

WongPartnership LLP has also acted for a transport and logistics supplier in respect of a dispute with a Russian company over the wrongful termination of a subcontract relating to the provision of transportation and logistics for a multi-million dollar pipeline project in the UAE. Partner Paul Sandosham acted on the matter.

In addition, WongPartnership LLP has acted for a Dubai company in respect of a dispute with the franchisor under a master franchise agreement. The franchise agreement was terminated by the franchisor on the basis that the franchisee failed to open the requisite stores as provided and failed to pay monies due under the franchise agreement. The franchisee is cross claiming for breaches of the agreement on the part of the franchisor. Partner Paul Sandosham acted on the matter.

Moreover, WongPartnership LLP has acted for an international provider of IT services in respect of a claim against a major property developer in Dubai for unpaid fees amounting to over Dh7 million (US$1.9m) due under a master professional services agreement for IT services provided to its Business Bay Project in Dubai. Partner Paul Sandosham acted on the matter.

Finally, WongPartnership LLP has acted for the minority shareholders of a Dubai incorporated company in respect of a dispute with the majority shareholder of the company relating to reduction of the company’s paid-up capital and assets. The minority shareholders contend that the majority shareholders’ actions are oppressive and prejudicial to them. Partner Paul Sandosham acted on the matter.

Deals – 29 April 2010

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Allen & Gledhill LLP has advised Cache Logistics Trust (CLT) in respect of the completion of its IPO, which raised gross proceeds of S$477.8 million (US$326m) to partly fund its acquisition of six logistics assets from CWT Limited and C&P Holdings Pte Ltd and their respective subsidiaries. The transaction is the first IPO in Singapore by a REIT since 2008, and the first IPO by an REIT following the implementation of the licensing regime for managers of REITs. In connection with the IPO and listing of CLT’s units on the Main Board of Singapore Exchange Securities Trading Limited, CLT – acting through its trustee HSBC Institutional Trust Services (Singapore) – has obtained a S$225.3 million (US$164m) loan facility with DBS Bank Ltd, Macquarie (Asia) Pte Ltd and Standard Chartered Bank to part-finance the acquisition of the properties. The firm’s advisory team included partners Jerry Koh, Foong Yuen Ping, Ho Kin San, Ernest Teo and Jafe Ng.

Allen & Gledhill LLP has also advised The Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU) in respect of the US$150 million loan facility which it provided to one of its subsidiaries for the financing of two container vessels. The recipient of BTMU’s loan is one of the largest shipping and transportation companies listed on the Singapore Stock Exchange. Partners Gina Lee-Wan and Soh Yin Chuin led the firm’s advisory team.

Clayton Utz has advised Southern Cross Equities Limited as sole lead manager in respect of the A$76 million (US$70.2m) IPO of Mungana Goldmines Limited (Mungana). The transaction involves the spin-off by diversified Australian resources group Kagara Limited of its North Queensland gold assets to Mungana. Eighty million new shares in the company are being offered under the IPO, and upon ASX Listing Mungana will have a market capitalisation of A$149.2 million (US$137.8m). Kagara will retain a 49 percent stake in Mungana, whilst China’s Guandong Foreign Trade Group will acquire a 16 percent stake. Corporate partner Brendan Groves led the firm’s advisory team.

Clifford Chance LLP has advised the Dubai Electricity and Water Authority in respect of the establishment on April 2010 of its US$3 billion Global Medium Term Note Programme, and its inaugural issuance thereunder of US$1 billion 8.5 percent Fixed Rate Notes due 2015 listed on the London Stock Exchange. Partner Debashis Dey, head of the firm’s Capital Markets practice in the Middle East, led the advisory team.

Clifford Chance has also advised funds advised by CVC Asia Pacific Ltd (CVC) in respect of their HK$1.7 billion (US$220m) investment in Sun Hung Kai Financial, the leading non-bank financial institution in Hong Kong. CVC will make the investment in Hong Kong Stock Exchange-listed Sun Hung Kai & Co Limited through the subscription of mandatory convertible bonds and warrants. If the warrants are exercised, CVC’s total investment will amount to HK$2.13 billion (US$275m), representing approximately 19 percent of the company’s issued share capital. Partner Andrew Whan and Simon Cooke led the firm’s advisory team.

Finally, Clifford Chance has advised on two significant Hong Kong issues worth US$1.15 billion in total. The two transactions were led by partner Connie Heng.
• The firm’s Hong Kong team has advised BOC International, Deutsche Bank and UBS as joint book runners for Bank of China (Hong Kong)’s US$900 million tap of its existing 10-year 5.5 percent subordinated bonds The issue, which was originally launched in February this year, is Asia’s largest non-sovereign tap to date.
• In a separate deal, the firm advised HSBC, Morgan Stanley and JP Morgan as joint lead managers on New World Development Company Limited’s issue of US$250 million 7 percent guaranteed bonds due in 2020.

Freshfields Bruckhaus Deringer has advised one of the PRC’s leading internet and telecommunications providers, Tencent Holdings Limited, on its US$300m investment in Digital Sky Technologies Limited, which is one of the largest internet companies in the Russian-speaking and Eastern European markets. The deal is one of the first ever major outbound investments by an internet company in China, and one of the largest Chinese outbound investment deals in the Russian and Eastern European markets. China managing partner Teresa Ko and corporate partner Calvin Lai led the firm’s advisory team.

Fried Frank has represented Merrill Lynch Far East Limited and CLSA Limited, as joint placing agents, in respect of the “top-up” placement of 68 million shares of Asian Citrus Holdings Limited (Asian Citrus) and the placement of 27 million shares of Asian Citrus by one of its shareholders, Huge Market Investments Limited. The combined transactions resulted in aggregate proceeds of approximately US$70 million. Asian Citrus is engaged in the cultivation, production and sale of oranges and owns and operates orange plantations in China. The ordinary shares of Asian Citrus are listed on the HKSE, the Alternative Investment Market and the PLUS Market. The firm’s advisory team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

HopgoodGanim has advised Australian coal explorer and developer Northern Energy Corporation (Northern Energy) in respect of a coal off take agreement with Chinese steel making group Xinyang Iron and Steel Group Company Limited (Xinyang Group). The off take agreement gives Xinyang Group access to 65 percent of the off take from the planned Colton mine and any additional developments at Maryborough. The agreement will deliver Northern Energy approximately A$700 million (US$646m) in sales revenue over a 10 year period at current coal prices and at the initial planned production rate. The firm also advised on the placement of 16.3 million Northern Energy shares to Xinyang Group to raise A$23 million (US$21.2m). Partner Martin Klapper led the firm’s advisory team.

Khaitan & Co has advised KSK Power Ventur plc (KSK Power) in respect of its admission to the official list of the UK Listing Authority effective March 2010, and its admission to trading on London Stock Exchange plc’s main market for listed securities. KSK Power was earlier listed on the Alternative Investment Market (AIM) of the London Stock Exchange. It is one of the very few Indian businesses to have migrated from AIM to the Official List of the UK Listing Authority. Partner Nikhilesh Panchal advised in this matter.

Latham & Watkins has represented DBS Asia Capital Limited and JP Morgan Securities (Asia Pacific) Limited, as the joint listing agents, in respect of the dual primary listing by way of introduction of the entire issued unit capital of Fortune Real Estate Investment Trust (Fortune REIT) on the HKSE. Fortune REIT has been listed on the Singapore Stock Exchange since 12 August 2003 and is the only dual listed REIT in Hong Kong. It primarily invests in retail malls and parking facilities in Hong Kong. The trustee of Fortune REIT is HSBC Institutional Trust Services (Singapore). The group is managed by ARA Asset Management (Fortune). Hong Kong partners Michael Liu and Simon Berry acted on the matter.

Luthra & Luthra Law Offices has acted as Lenders’ Legal Counsel to a consortium of 10 banks and financial institutions – led by Axis Bank Limited – in respect of the project finance lending provided by them to EEL (a 100 percent subsidiary of GMR Energy Limited) for an amount of US$585 million for setting-up a power project in the Chandrapur District of Maharashtra. The project, which involves setting up of 2×300 MW units, is the first power project being undertaken by GMR Group in Maharashtra. The firm’s advisory team was led by partner Vijaya Rao.

Maples and Calder has advised CNOOC Limited, the largest offshore oil explorer in China, in respect of the BVI aspects of its 50/50 joint venture with Bridas Energy Holdings Ltd, an oil exploration company operating in Argentina, Bolivia and Chile. The JV company, Bridas Corporation, required a consideration of approximately US$3.1 billion. The firm’s advisory team was led by partner Barry Mitchell, with Baker and McKenzie acting as lead counsel.

Nissith Desai Associates has advised US-based global venture firm Walden International (Walden), through its Mauritius entity, in respect of its investment along with other investors in Quatrro BPO Solutions Private Limited, a New Delhi based company engaged in providing financial and accounting services, mortgage solutions, legal solutions, risk management, business support services, technical solutions, knowledge services and interactive entertainment. Walden invested US$8 million in a round size of US$13 million.

Shin & Kim has represented Korea Express, a logistics company affiliated with Kumho Group, in respect of its sale of 100 percent of the shares issued by Kumho Rent-A-Ca to KT/MBK consortium. The transaction was signed on 31 December 2009 and completed on 31 March 2010. The condition precedents to the completion of the transaction included, among others, obtainment of approval from the Korean Fair Trade Commission. Jae Woo Im, Seong Hoon Yi and Jiwon Kang of the firm’s M&A practice group led the advisory team.

Shook Lin & Bok LLP has acted for HSBC Institutional Trust Services (Singapore) Limited, the trustee of CapitaCommercial Trust (CCT), as the issuer in respect of the issue by CCT of S$225 million (US$163.8m) 2.7 percent convertible bonds due 2015. The bonds are convertible into units in CCT. The transaction marks CCT’s second convertible bond issue. Partner Nicholas Chong led the firm’s advisory team.

Shook Lin & Bok LLP has also acted for HSBC Institutional Trust Services (Singapore) Limited, the trustee of CapitaMall Trust (CMT), as the guarantor in respect of the establishment of CMT’s new US$2 billion Euro-Medium Term Note Programme, and the issue of US$500 million 4.321 percent fixed rate notes due 2015. The transaction marks CMT’s first foray into the eurobond market, with the new programme established alongside its existing Singapore MTN programme. Partner Nicholas Chong advised on the transaction.

Finally, Shook Lin & Bok LLP has acted for Singapore Stock Exchange Mainboard-listed San Teh Ltd in respect of the sale of its cement assets and investments in the Fujian Province of the PRC to HKSE-listed China Resources Cement Investments Limited, for a consideration of RMB775 million (approximately US$113.5m). Partners KK Teo and Li Ying led the team.

Watson, Farley & Williams LLP has advised Standard Chartered Bank (SCB) in respect of a bilateral £36 million (US$54.7m) loan facility to two wholly owned subsidiaries of UK company Bibby Offshore Ltd, part of Bibby Line Group. The deal is SCB’s first ship finance deal with a UK shipowner. The loan will be used to finance the purchase of diving support vessel Bibby Sapphire, which is intended as a long-term investment and is part of a growth strategy for its services in Asia. The firm’s team was led by partner Chris Lowe.

WongPartnership LLP has acted for Cybrarian Ventures Private Limited, a wholly-owned subsidiary of National Library Board Singapore, in respect of agreements to develop a reading strategy project awarded by the Abu Dhabi Authority for Culture and Heritage to promote reading in Abu Dhabi, UAE. Partner Paul Sandosham acted on the matter.

WongPartnership LLP has also acted for International Capital Trading LLC (ICT), the landlord of four commercial buildings in the UAE, in respect of lease agreements between ICT and twofour54, a subsidiary of the Abu Dhabi Media Authority. Partner Paul Sandosham acted on the matter.

In addition, WongPartnership LLP has acted for International Capital Trading LLC (ICT), the developers of the Nation Towers project, in respect of the main construction contract valued at AED1.6 billion (US$436m). ICT is an Abu Dhabi-based investment and development company and is one of the largest real estate and property developers in the UAE. The Nation Towers project involves two high-rise towers housing a hotel, residential and office units, and a retail podium. Partner Paul Sandosham acted on the matter.

Moreover, WongPartnership LLP has acted for an international design consultancy company in respect of the non-payment of fees for consultancy services for an industrial/commercial development rendered to a large Abu Dhabi based conglomerate. Although the project is in Abu Dhabi, the agreement provides for arbitration in Bahrain under the ICC Rules. Partner Paul Sandosham acted on the matter.

Finally, WongPartnership LLP has acted for the developers of an integrated development spanning over 1 million square metres in a dispute with its international consultant over various studies (MEP, Energy, Utilities etc) to be undertaken by the consultant. Partner Paul Sandosham acted on the matter.