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Deals – 22 April 2010

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Allen & Gledhill LLP has advised SingTel Group Treasury Pte Ltd in respect of its offering of S$600 million (US$437.2m) 3.4875 percent guaranteed notes due 2020, which were issued on 8 April 2010. The notes are unconditionally and irrevocably guaranteed by Singapore Telecommunications Limited and are listed on the Singapore Exchange Securities Trading Limited. DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Limited and Oversea-Chinese Banking Corporation Limited acted as the joint lead managers for the issue. DBS Trustee Limited was the trustee whilst DBS Bank Ltd was also the paying agent and the registrar.

Allens Arthur Robinson has advised The GPT Group (GPT), one of Australia’s largest diversified listed property groups, in respect of its sale of Homemaker City Bankstown to Baycrown Pty Limited, a private Gold Coast property investment and development company, for A$25.2 million (US$23.38m). The transaction, which reflects GPT’s strategy of selling down non-core assets, will allow GPT to focus on the active ownership of its ‘blue ribbon’ retail, office and industrial/business park portfolios. Partner Nicholas Cowie led the firm’s advisory team.

Appleby has acted as Bermuda counsel for Man Wah Holdings Limited (Man Wah) in respect of its listing on the Main Board of the Hong Kong Stock Exchange on 9 April 2010. The proceeds from the global offering amounted to HK$1.64 billion (US$211m). Man Wah is the eighth largest player in the recliner sofa market in the United States and also sells recliner sofas in over 50 countries. The proceeds from the offering will be used for the expansion of its retail presence in the PRC and establishment of a production and/or distribution centre in northern PRC. The firm also provided BVI legal advice to Man Wah’s BVI shareholders in this transaction. The firm’s advisory team was led by Hong Kong-based corporate partner Judy Lee.

Ashurst has advised Dr Shahzad Nasim and Meinhardt Group International Limited (Meinhardt Group), a new company established by Dr. Nasim, in respect of the leveraged management buy-out of Meinhardt Group, a leading engineering, planning and management consultancy firm formerly headquartered in Australia. The firm advised the borrower, Meinhardt Group, in connection with a credit facility from ANZ, Qatar National Bank and Orix, and acted for Dr Nasim in connection with equity aspects of the transaction. The firm’s advisory team included international finance partners Carl Dunton and Matthew Bubb, Singapore corporate partner Susan Roy, and Hong Kong corporate partner Lina Lee.

AZB & Partners has advised heavy equipment manufacturer Terex Corporation USA in respect of its purchase of the 29 percent share held by Vectra Limited Hong Kong, part of the UK-incorporated Vectra Group, in Terex Vectra Equipment Private Limited. The transaction, which was completed on 15 March 2010, was led by partner Gautam Saha.

AZB & Partners is also advising Japan-based investment company Valiant Partners in respect of its investment in compulsorily convertible debentures of Pipavav Shipyard Limited, which is currently constructing a shipbuilding, ship repair and offshore fabrication complex at Pipavav in the State of Gujarat, India. The deal, valued at approximately US$40 million, is expected to be completed in May 2010. Partner Shuva Mandal acted on the transaction.

In addition, AZB & Partners has advised Summit Partners India Private Investments I in respect of its investment of approximately INR 1.3 billion (US$30m) in Krishidhan Seeds Limited through equity and compulsorily convertible preference shares. The transaction, which was completed on 29 March 2010, was led by partner Yogesh Bhattarai.

Finally, AZB & Partners is advising Reliance Industries Limited (RIL) in respect of a strategic investment made by a wholly owned subsidiary of RIL in Deccan Cargo & Express Logistics Private Limited. The deal, which is expected to be completed on 18 May 2010, was led by partner Shuva Mandal.

Baker & McKenzie is acting as Hong Kong counsel for ARA Asset Management (Fortune) Limited, as manager of Fortune Real Estate Investment Trust (Fortune REIT), and HSBC Institutional Trust Services (Singapore) Limited , as manager and trustee, in respect of the listing of Fortune REIT’s units on the Main Board of Hong Kong Stock Exchange (HKSE) by way of introduction. Trading of the units commenced on the HKSE on 20 April 2010. The deal marks the first REIT to be dual-listed on both the Hong Kong and Singapore Stock Exchanges. DBS Asia Capital Limited and JP Morgan Securities (Asia Pacific) Limited are acting as joint listing agents for the introduction. The firm’s advisory team was led by corporate partner Milton Cheng.

Maples and Calder has acted as Cayman Islands legal counsel to COLI ICBCI China Real Estate GP Limited in respect of the establishment of Harmony China Real Estate Fund LP (Harmony Fund) as a joint venture project between China Overseas Land & Investment and ICBC International Investment Management Limited. Harmony Fund was formed to invest in real estate investments and/or project development opportunities in the PRC. At launch, Harmony Fund had capital commitments of US$250 million. The firm’s advisory team was led by partner Anthony Webster.

Mayer Brown JSM has represented ION Geophysical Corporation (ION) in respect of its formation of a joint venture with BGP Inc (BGP), a subsidiary of state-owned China National Petroleum Corporation, and the simultaneous sale of ION common stock to BGP. The value of the transactions was more than US$400 million. The joint venture, which will be called INOVA Geophysical Equipment Ltd, will manufacture, sell and develop land seismic equipment and offer technology used in global oil and gas exploration. BGP transferred assets and stock, valued at over US$70 million, and paid ION US$108.5 million cash for a 51 percent stake in the venture. ION also issued 23.8 million shares of its common stock to BGP for $66.6 million cash. BGP now owns about 16.7 percent of ION’s outstanding common stock. ION used part of the proceeds to pay off and refinance its debts. Martin Robertson in Hong Kong and Ian Lewis in Beijing led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has advised Morgan Stanley in respect of two Hong Kong share placements. Both transactions were led by Hong Kong capital markets partner Sammy Li.
• In the first transaction, Morgan Stanley acted as placing agent in the approximately US$100 million sell-down by Warburg Pincus International Partners LP and Warburg Pincus Private Equity IX LP of shares in Hong Kong Stock Exchange-listed Intime Department Store (Group) Company Limited, a large-scale department store chain in Zhejiang Province, PRC.
• In the second transaction, Morgan Stanley acted as placing agent in the approximately US$40 million sell-down by Enerchina Holdings Limited of shares in Hong Kong Stock Exchange-listed Towngas China Company Limited, an investment platform within the Towngas Group focusing on piped city-gas projects in the PRC.

Pinsent Masons has advised Power Sector Assets and Liabilities Management Corporation (PSALM) in respect of the bidding for the privatization of the 1200-MW Ilijan Natural Gas-Fired Power Plant on 16 April 2010. The successful bidder was San Miguel Energy Corporation with a winning bid of US$870 million. PSALM is the state agency responsible for handling the sale of the Philippines ‘ National Power Corporation’s assets. The privatization involved the award of Independent Power Producer Administrator (IPPA) contracts and moves PSALM closer towards achieving its objective to transfer management and control of at least 70 percent of the total energy output of power plants under PSALM contract in the Philippines to IPPAs. Hong Kong partner John Yeap led the firm’s advisory team.

Rajah & Tann LLP is advising Singapore Stock Exchange-listed Yangzijiang Shipbuilding (Holdings) Ltd (Yangzijiang) in respect of its conditional US$77.6 million placement of new shares. The proceeds will be utilised to acquire a controlling 50.1 percent stake in PPL Holdings Pte Ltd (PPL Holdings) from Singapore Stock Exchange-listed Baker Technology Limited (Baker Technology). Yangzijiang, in collaboration with a Middle East investor and the Mediterranean Success Group Inc (MSG), has made an offer to Baker Technology to acquire 100 percent of PPL Holdings for approximately US$155 million. Baker Technology has up to 4 May 2010 to accept the offer. PPL Holdings’ crown jewel is its 15 percent stake in PPL Shipyard Pte Ltd, which is engaged in the design and construction of offshore drilling rigs. MSG is the investment holding vehicle of Yangzijiang’s non-executive director, Mr Yu Kebing. Partners Chia Him Huat and Danny C Lim led the firm’s advisory team. Rodyk & Davidson LLP acted for the Middle East investor.

Shin & Kim has advised Daewoo Securities, JP Morgan, Credit Suisse, Deutsche Bank, Woori Investment & Securities and Tong Yang Securities, as the underwriters, in respect of the KRW1.78 Trillion (US$1.56b) initial public offering of Korea 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 and Jong-Ho Song led the transaction.

Stamford Law Corporation has advised JP Morgan (SEA) Limited (JP Morgan), acting as, among others, the Sole Global Coordinator, Sole Bookrunner, Joint Issue Manager and Joint Underwriter, in respect of the S$237 million (US$169m) IPO of PRC-based integrated vegetables processor China Minzhong Food Corporation Limited (Minzhong). The Singapore Stock Exchange-listed Minzhong has successfully completed its IPO of more than 197 million shares. If the over-allotment option is fully exercised by JP Morgan, gross proceeds will increase to S$272 million (US$198m). A major feature of the IPO is the institutional ownership consisting of the Government of Singapore Investment Corporation (GIC), as well as Olympus Capital, CMIA Capital Partners and OCBC Capital. The placement also saw the participation of global funds including Prudential Asset Management (Singapore) and Fidelity International as cornerstone investors. The deal is the largest initial public offering in Singapore so far for 2010.

Winston & Strawn has represented AIF Capital, an Asia-based independent private equity firm, in respect of its negotiation with UK-listed media group Aegis Group plc (Aegis) regarding Aegis’ strategic investment of around US$50 million in Charm Communications Inc. AIF Capital is an existing preferred shareholder in Charm Communications Inc, which has substantive advertising and media operations in China. Aegis’ investment was closed in January, 2010. The transaction was led by Hong Kong based partner Simon Luk.

WongPartnership LLP has acted as Singapore counsel for Bharti Airtel Limited in respect of the approximately US$7.5 billion grant from a consortium of lenders to Bharti Airtel International (Netherlands) BV (Bharti Netherlands) and Bharti International (Singapore) Pte Limited, in connection with the acquisition by Bharti Netherlands of the entire issued share capital of a leading African mobile operator Zain Africa BV, which is the African unit of the Zain Group. Partners Susan Wong, Choo Ai Leen and Tan Kay Kheng acted on the matter.

WongPartnership LLP has also acted for CapitaMall Trust (CMT) in respect of the establishment of their new US$2 billion Euro-Medium Term Note Programme and its issue of US$500 million 4.321% fixed rate notes due 2015. The deal marks CMT’s first foray into the eurobond market and was established alongside its existing local MTN programme. Partners Hui Choon Yuen and Colin Ong advised on the transaction.

In addition, WongPartnership LLP has acted as Singapore counsel for a group of banks headed by the Japan Bank for International Cooperation in respect of the approximately US$595 million financing granted to Indonesia’s independent power producer, PT Cirebon Electric Power (an Indonesian company in which Marubeni Corporation has equity stakes) to finance a power venture in Cirebon in West Java, Indonesia. This is the first new international independent power producer project to be financed in Indonesia since 1997. Partner Alvin Chia acted on the matter.

Further, WongPartnership LLP has acted for Standard Chartered Bank in respect of the US$80 million financing extended to three special purpose vehicles incorporated by ICON Leasing Fund Twelve LLC for the purchase of three vessels. The loan size has since been increased to US$94 million to finance upgrades of one of the vessels. Partner Alvin Chia acted on the matter.

Finally, WongPartnership LLP has acted for Ascendas Funds Management (S) Limited (in its capacity as the manager of Ascendas Real Estate Investment Trust) in its acquisition of DBS Asia Hub, a built-to-suit 9-storey business park facility for S$116 million (US$84.5m) at Changi Business Park. DBS Asia Hub has been awarded the “Green Mark Gold” rating as part of the Building and Construction Authority’s Green Mark Scheme, which evaluates a building for its environmental impact and its performance. Partners Dorothy Marie Ng and Tan Teck Howe acted on the matter.

Deals – 12 February 2010

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Allens Arthur Robinson has advised Pfizer Inc, the world’s largest research-based pharmaceutical company, on the divestment of its animal health assets to animal heath specialist Virbac. The divestment was in compliance with Australian Competition and Consumer Commission (ACCC) requirements in line with Pfizer’s US$68 billion acquisition of Wyeth in October 2009, and represents the final divestiture of assets required by the ACCC. The assets acquired by Virbac consist of the Fort Dodge Australia livestock business, including a range of livestock vaccines, sheep and cattle parasiticides, and a biologicals manufacturing facility. The firm’s advisory team was led by corporate partner Jeremy Low and IP partner Andrew Wiseman.

Ali Budiardjo, Nugroho, Reksodiputro (ABNR) has represented the Government of the Republic of Indonesia in the issuance of US$2 billion 5.875% Fixed Rate Notes due 2020 under its US$9 billion Global Medium Term Note Program. Partners Ferry P Madian and Chandrawati Dewi led the firm’s advisory team.

AZB & Partners has represented global television network Star Group Limited before India’s Authority of Advance Rulings (Income Tax) in relation to taxation of cross-border mergers. In the proposed amalgamation of Star Group with an Indian company, the Authority ruled on 21 January 2010 that the transaction would not be taxable in India. The firm’s advisory team was led by partners Ajay Bahl and Sunil Agarwal.

AZB & Partners has advised Indian GSM service provider Bharti Airtel Limited in its acquisition of a 70 percent equity stake in Warid Telecom International Limited (Warid), a Bangladesh-based telecom operator. The acquisition, valued at approximately US$300 million, was made through subscription of fresh shares in Warid and through the purchase of certain existing shares in that company held by Warid Telecom International LLC. Partner Gautam Saha led the firm’s advisory team.

AZB & Partners is advising US-based private equity firm Bain Capital in its initial investment of approximately INR2.5 billion (US$54m) for acquiring, by way of preferential issue, approximately 16 percent of the paid up equity share capital of Himadri Chemicals and Industries Limited (Himadri), a Kolkata based, Indian listed company. Further, Bain Capital has made an open offer to acquire up to 20 percent of the equity shares of Himadri from the public shareholders, in accordance with SEBI Takeover regulations. Enam Securities Limited is acting as merchant banker for the open offer whilst UBS Investment Bank is acting as advisor to Himadri. Partner Vinati Kastia led the firm’s advisory team while Argus Partners of Kolkata advised Himadri.

AZB & Partners has advised ETHL Communications Holdings Limited in its issuance of up to 45,000 rated, listed, taxable, secured, redeemable, zero coupon, non-convertible debentures, with a face value of Rs1 million (US$21,531) each. The issue will be in two separate series on a private placement basis, pursuant to separate information memoranda filed with the National Stock Exchange of India Limited. Total value of the deal is approximately US$925 million. Barclays Bank PLC, Mumbai Branch acted as coordinating mandated lead arranger whilst Deutsche Bank AG, Mumbai Branch and JP Morgan India Private Limited were the mandated lead arrangers and bookrunners. Partner Shameek Chaudhuri led the firm’s advisory team. Amarchand & Mangaldas & Suresh A Shroff acted as Indian counsel to the lead arrangers and bookrunners.

Baker & McKenzie has advised global hotel and leisure company Orient-Express Hotels Ltd (Orient) on the A$21 million (US$18.66m) sale of the five-star Lilianfels Blue Mountains Resort & Spa, a luxury 85-bedroom hotel in Katoomba in New South Wales, Australia. Orient owns or part-owns and manages a portfolio of 49 luxury hotels, restaurants, tourist trains and river cruise properties spanning 25 countries. Partner Roy Melick from the firm’s Australian hotel, resorts & tourism practice group and banking partner Howard Fraser led the advisory team.

Clifford Chance has advised Bank of China (Hong Kong) in its US$1.6 billion regulatory capital deal in Hong Kong. The firm’s Hong Kong capital markets partners Connie Heng and Alex Lloyd and regulatory partner Martin Rogers led the advisory team.

Clifford Chance has also advised Noble Group Limited in pricing its US$400 million bond issuance and listing in Singapore. Hong Kong partners Alex Lloyd and Connie Heng again led the firm’s advisory team.

In addition, Clifford Chance has advised New World Development Company Limited in pricing its US$500 million bond issuance and listing in Hong Kong, led by Hong Kong partner Alex Lloyd.

Clifford Chance has also advised Indonesian petrochemicals group Chandra Asri in its debut offering of US$230 million secured high-yield bonds. The firm’s advisory team was led by Hong Kong partners Alex Lloyd and Connie Heng.

Moreover, Clifford Chance has advised BNP Paribas, Daewoo, HSBC, Bank of America Merrill Lynch and Morgan Stanley as underwriters to the US$750 million issue of Korea Development Bank. The firm’s team, led by Hong Kong-based counsel Hyun Kim, advised the underwriters.

Finally, Clifford Chance has also advised Indonesian independent power producer Star Energy Geothermal on a US$350 million five-year issue. Singapore-based partners Joan Janssen and Crawford Brickley and energy finance specialist partner Ting Ting Tan led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc as the sole solicitation agent in connection with a solicitation of consents by Shimao Property Holdings Limited (Shimao) from the holders of its Senior Floating Rate Notes due 2011 and holders of its 8 percent Senior Notes due 2016 to certain amendments to the indenture governing such notes. Shimao is a large-scale developer and owner of high quality real estate projects in China. Partner William F Barron led the firm’s advisory team. Conyers Dill & Pearman provided Cayman law advice to Shimao and British Virgin Islands law advice to its subsidiary guarantors.

Davis Polk & Wardwell LLP has also advised Barclays Bank PLC and Credit Suisse Securities (Europe) Limited as initial purchasers in connection with the US$300 million Rule 144A/Regulation S offering by Listrindo Capital BV of its 9.25 percent high yield notes due 2015. Listrindo Capital is a wholly owned subsidiary of PT Cikarang Listrindo, an electricity generation and distribution business in Indonesia and the sole independent power producer in the Cikarang area. Partner William F Barron led the firm’s advisory team. PT Cikarang Listrindo was advised by Makarim & Taira S as to Indonesian law and by PSS Consult, a member of Ernst & Young, as to Indonesian tax law.

Finally, Davis Polk & Wardwell LLP has advised Quadrangle Capital Partners on a US$300 million combined equity and debt financing by a Quadrangle-led consortium of seven private equity investors in Tower Vision, the second-largest telecom independent tower management company in India. Quadrangle, with approximately $3 billion of assets under management, focuses on investments in the media and communication sectors. This investment marks its first transaction in Asia. The firm’s advisory team was led by Hong Kong partner Mark J. Lehmkuhler while Desai & Diwanji advised the company on Indian law and Appleby advised on Mauritius law. Tower Vision was advised by Reed Smith whilst Tatva Legal advised that company on Indian law and R Chetty advised on Mauritius law.

Drew & Napier LLC has advised Sembcorp Marine Ltd in the update and upsize of its current multi-currency multi-issuer debt issuance programme from S$500 million (US$354.4m) to S$2 billion (US$1.42b). DBS Bank Ltd and Standard Chartered Bank acted as joint arrangers and dealers. Under the programme, the company and its subsidiaries – Jurong Shipyard Pte Ltd, Sembawang Shipyard Pte Ltd and SMOE Pte Ltd – may from time to time issue notes which will be unconditionally and irrevocably guaranteed by the company. The firm’s advisory team was led by director Petrus Huang.

Freshfields Bruckhaus Deringer has advised Chinese investment company Tangshan Caofeidian Investment Corporation (Tangshan) on its US$54.8 million investment of a 60 percent interest in US-based EMCORE’s Fiber Optics business, which will be operated as a joint venture once the transaction closes. The new JV entity will be named EMCORE Fiber Optics Limited and will be registered in Hong Kong. Tangshan will pay approximately US$27.8 million in cash and provide an additional funding of US$27 million to EMCORE Fiber Optics after the transaction is closed and all the regulatory approvals in China and the US are secured. The firm’s advisory team was led by Shanghai corporate partner Alan Wang and Beijing antitrust partner Michael Han.

Herbert Smith has advised Goldman Sachs as the sole global coordinator, senior joint bookrunner and joint placing agent, and Deutsche Bank as joint bookrunner and joint placing agent, in connection with the private placement of 58.29 million new H shares by ZTE Corporation, a leading Chinese telecommunications equipment provider. The placement raised HK$2.62 billion (US$337m). Hong Kong corporate partners John Moore and Matt Emsley led the firm’s advisory team.

Herbert Smith has also advised the controlling shareholder of BaWang International (Group) Holding Limited, a leading herbal shampoo maker in the PRC, on its sell-down of 200 million shares priced at HK$5.10 (US$0.66). Beijing managing partner Gary Lock and Hong Kong corporate partner John Moore led the firm’s advisory team.

In addition, Herbert Smith has advised Citigroup Global Markets Asia Limited, as the sole placing agent, on a HK$2.87 billion (US$369m) top-up placement of more than 264 million shares at HK$10.85 (US$1.40) per share for Nine Dragons Paper (Holdings) Limited, a leading Chinese containerboard manufacturer listed on the Main Board of the Hong Kong Stock Exchange. The firm’s advisory team was led by Hong Kong corporate partners Andrew Tortoishell, Kevin Roy and Matt Emsley.

Finally, Herbert Smith has advised China International Capital Corporation (Hong Kong) Limited, as placing agent, on a HK$338.83 million (US$43.55m) placement of 135 million shares, priced at HK$2.51 (US$0.32), for Xiwang Sugar Holdings Company Limited. Hong Kong corporate partners Ashley Alder and Kevin Roy led the firm’s advisory team.

Khaitan & Co has advised Vistaprint NV of the Netherlands in the proposed acquisition of Us company Soft Sight Inc and its Indian subsidiary, Soft Sight Technologies Private Limited. Vistaprint is an e-commerce retailer that is publicly traded on the NASDAQ, offering small businesses the ability to market their business with a wide range of brand identity and promotional products, marketing services and electronic solutions.

In addition, Khaitan & Co has advised India-based The Karnataka Bank Limited, an A-class scheduled commercial bank per Reserve Bank of India classification, in relation to its qualified institutions placement which raised about US$35 million. Edelweiss Capital Limited and Antique Capital Markets Private Limited acted as the joint global coordinator and book running lead managers for the QIP.

Further, Khaitan & Co has advised India Infoline Limited in respect of the purchase from Singapore’s Orient Global Tamarind Fund Pte Ltd of a 22.28 percent stake in India Infoline Investment Services Limited and of a 10.44 percent stake in India Infoline Marketing Services Limited. The total consideration for the transaction was US$80 million.

Khaitan & Co has also advised Geraldton Finance Limited in relation to a US$14 million transaction involving the purchase of shares of Quippo Telecom Infrastructure Limited (Quippo), an Indian unlisted company, through a Mauritian fund. Quippo is engaged in the business of providing passive telecom infrastructure services to cellular operators including providing communication (cellular & others) tower and associated equipments on a rental basis.

Finally, Khaitan & Co is advising INOX Leisure Limited in its acquisition of an approximately 43 percent stake in Fame India Limited, owner of the chain of Fame multiplexes. The acquisition has been undertaken through a block deal. INOX will soon make an open offer to acquire a further 20 percent stake in Fame India in accordance with the SEBI Takeover Regulations. The deal, including the open offer consideration, is valued at US$21 million. Following this acquisition, INOX will become one of India’s largest multiplex networks. Partner Haigreve Khaitan led the firm’s advisory team.

Kim & Chang has represented international fund manager Société Générale Asset Management SA in the sale of its 50 percent interest in IBK-SG Asset Management Co Ltd to Industrial Bank of Korea for KRW14.1 billion (US$12.2m). The deal unwound the joint venture between the two companies, leaving the Industrial Bank of Korea as the sole owner of IBK-SG Asset Management Co Ltd, which subsequently changed its name to IBK Asset Management Co Ltd. The firm’s advisory team was led by partners Jin-Seok Lim and Kyung-Hee Choi.

Kim & Chang has also represented LG Household & Health Care Ltd, the second largest cosmetics company in Korea, in acquiring a 90 percent equity interest in The Face Shop Korea Co Ltd, Korea’s largest cosmetics brand shop operator. Total consideration for the transaction was approximately KRW420 billion (US$363.6m). Partner Han-Woo Park led the firm’s advisory team.

Latham & Watkins has represented Sinovac Biotech Ltd (Sinovac), a leading China-based biopharmaceutical company, in its follow-on offering of 11.5 million common shares listed on the NASDAQ Global Market. The offering raised gross proceeds of more than US$66 million. Sinovac received net proceeds of US$62.6 million. UBS Securities LLC and Piper Jaffray & Co acted as joint bookrunners for the offering. The firm’s advisory team was led by Hong Kong corporate partners David Zhang and Eugene Lee.

Latham & Watkins has also represented Goldman Sachs (Asia) LLC and Morgan Stanley & Co International plc as representatives of the underwriters in connection with IFM Investments Limited’s initial public offering of approximately 12.5 million American depositary shares, representing 187.3 million Class A ordinary shares, listed on the New York Stock Exchange. IFM Investments Limited is a leading comprehensive real estate services provider with the largest network of real estate sales offices in China, and the offering raised approximately US$87.4 million before underwriting discounts and commissions and expenses. William Blair & Company LLC and Oppenheimer & Co Inc acted as co-managers in the offering. The firm’s advisory team was led by Hong Kong corporate partner David Zhang and Beijing corporate partner Allen Wang.

Mallesons Stephen Jaques has advised Southern Way Consortium, the winning bidder to build and operate the A$759 million (US$674.4m) toll-free Peninsula Link highway in Victoria, Australia. The consortium, which includes Abigroup, Bilfinger Berger and the Royal Bank of Scotland, has entered into a 25 year agreement with the Victorian Government on the Peninsula Link project, which involves the construction of 27 kilometres of freeway standard road, 11 local road connections and more than 35 bridges. The firm’s advisory team included partners Jeff Clark and Peter Doyle. The Linking Melbourne Authority, which ran the Peninsula Link tender, was advised by a team from Clayton Utz led by Melbourne-based major projects partners Marko Misko, Naomi Kelly and Dan Fitts.

Mallesons Stephen Jaques has also advised UK’s largest listed real estate fund management group Invista Real Estate Investment Management on the first closing of the Big Orange Self Storage (BOSS) Partnership I LP, a new property fund formed to hold Asian self-storage assets. The initial portfolio comprises five properties in Singapore and Hong Kong. The fund is one of the first new regional property funds established since the economic downturn. The firm’s advisory team was led by partners John Sullivan and Hayden Flinn.

Nishith Desai Associates has advised Indian power cable manufacturer Ravin Cables Ltd in the acquisition of 51 percent of its equity stake by Prysmian Cavi e Sistemi Energia SRL (Prysmian), a global player in the industry of high-technology cables and systems for energy and telecommunications. The acquisition, valued at approximately INR2 billion (US$43m), was made through a combination of share purchase and share subscription in Ravin Cables. Prysmian has subsidiaries in 38 countries and is listed on the Milan Stock Exchange in the Blue Chip index.

Norton Rose Australia has advised on the Australian IPO of Xiaoxiao Education Limited (XXL), which listed on the ASX on Tuesday 2 February 2010. XXL has a market capitalisation of A$60 million (US$53m) and operates a pre-school education business in Hangzhou. It plans to expand into Beijing and other major PRC centres. The firm’s advisory team was led by Michael Wilton and Ian McCubbin.

Paul, Hastings, Janofsky & Walker LLP has advised The Walt Disney Company on the acquisition by Walt Disney Company Japan of all shares in Retail Networks Co Ltd (RNC), which operates over 50 Disney Stores in Japan and is a wholly-owned subsidiary of Oriental Land Co Ltd, operator of the Disneyland and DisneySea theme parks in Japan. RNC will run the Disney Store Japan business as a wholly-owned Disney subsidiary. Tokyo partner Ted Johnson led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has also advised China SCE Property Holdings Limited (China SCE), a PRC property developer based in Fujian Province, on its Hong Kong IPO which was valued at approximately US$200 million. This marks the first successful IPO by a Chinese property developer in Hong Kong this year. The offering comprised a Hong Kong public offering and an international offering under Reg S/Rule 144A. Deutsche Bank AG, Hong Kong Branch, CCB International Capital Limited and Macquarie Capital Securities Limited acted as bookrunners and joint lead managers on the offering. Raymond Li, chair of the firm’s Greater China practice, led the advisory team.

Rajah & Tann LLP has advised Singapore-based bakery retail chain operator BreadTalk Group Limited in its investment in Perennial Katong Retail Trust (PKRT), a retail property trust in Singapore which had entered into an agreement to acquire the Katong Mall at a cash consideration of S$247.55 million. The investment was via the subscription of S$10.75 million (US$7.6m) in principal amount of secured fixed rate junior bonds due 2015 issued by PRE 1 Investments Pte Ltd (PRE 1) and the attached 43 redeemable preference shares in the capital of PRE 1 at S$0.10 (US$0.07) per preference share. The subscription represents 6.98 percent of the total aggregate value of junior bonds and preference shares issued by PRE 1, the holder of all the units in PKRT. Partners Goh Kian Hwee and Cynthia Goh led the firm’s advisory team.

Rajah & Tann LLP has also advised one of Asia’s leading financial institutions, United Overseas Bank Limited (UOB), in the sale of all its interests in UOB Life Assurance Limited to Prudential Singapore Holdings Pte Limited for a cash consideration of S$428 million (US$303m). The deal also involves UOB’s entry into a bancassurance relationship with the Prudential group in Singapore, Indonesia and Thailand to distribute Prudential’s life, accident and health insurance products in the 3 countries for at least 12 years. Partners Goh Kian Hwee and Cynthia Goh led the firm’s advisory team.

In addition, Rajah & Tann LLP has advised Goldman Sachs (Singapore) Pte in its voluntary unconditional cash offer, for and on behalf of Bright Day Limited, for all the issued ordinary shares in the capital of Yantai Raffles Shipyard Limited (Yantai) other than those already held, directly or indirectly, by Bright Day and its concert parties. The offer values Yantai at approximately US$385.7 million. Goldman Sachs is the financial adviser to Bright Day, an indirect wholly-owned subsidiary of Shenzhen Stock Exchange-listed China International Marine Containers (Group) Co Ltd. Partners Goh Kian Hwee and Lawrence Tan led the firm’s advisory team.

Finally, Rajah & Tann LLP has advised SGX-ST Main Board-listed e-logistics global leader CWT Limited (CWT) in the subscription by EDB Investments Pte Ltd of 16 million new CWT shares, valued approximately at S$12.6 million (US$9m) at an issue price of S$0.788 (US$0.56) per new share. Partner Danny C Lim led the firm’s advisory team whilst EDB Investments was advised by Allen & Gledhill LLP.

Skadden, Arps, Slate, Meagher & Flom LLP has advised Hidili Industry International Development Limited, one of the largest privately owned integrated coal-mining companies in Southwest China and whose shares are listed on the Hong Kong Stock Exchange, in its issue of approximately US$250 million in principal amount of Renminbi-denominated, US dollar-settled 1.50% convertible bonds due 2015.

Skadden, Arps, Slate, Meagher & Flom LLP has also advised Citi and Macquarie as joint global coordinators in the US$438 million international offering of shares in Toronto-listed SouthGobi Energy Resources Ltd, a Mongolia-based premium coal production and development company. The transaction involved public offerings in Hong Kong and Canada, an international private placement (including Rule 144A sales in the United States) and the secondary listing of SouthGobi’s shares on the Hong Kong Stock Exchange. This was the first listing in Hong Kong by a company incorporated in British Columbia. The firm’s advisory team was led by partners Dominic Tsun and Alec Tracy in Hong Kong and Riccardo Leofanti in Toronto.

Stamford Law Corporation has advised Oslo Stock Exchange-listed EOC Limited (EOC) in its entry into a shareholder agreement to establish a US$150 million joint venture company with Singapore Exchange-listed Ezra Holdings Limited (Ezra), KSI Production Pte Ltd (KSI), and Petrovietnam Transportation Corporation, part of Vietnam National Oil & Gas Group. EOC was spun off and listed on the OSE by Ezra in 2007 while KSI is a wholly-owned subsidiary of Keppel Corporation Limited. The JV company, PV Keez Pte Ltd, will supply the Floating Production, Storage and Offloading Vessel (FPSO) and related services to Premier Oil Vietnam Offshore BV for the US$1 billion Chim Sao oil project in Vietnam. For this purpose, Ezra will dispose of Lewek Emas, its 168,000 deadweight tonne Suzemax oil tanker, to the JV company for conversion by Keppel Shipyard Limited into the FPSO. In exchange, Ezra will receive redeemable cumulative preference shares from the JV. The firm’s advisory team was led by director Bernard Lui.

Stamford Law Corporation has also represented Singapore Exchange Mainboard-listed SIA Engineering Company Limited (SIAEC), the engineering division of Singapore Airlines, in its agreement with NYSE-listed United Technologies Corporation’s Pratt & Whitney Division (P&W) to participate in the latter’s PW1000G Risk-Revenue Sharing Program (RRSP). The deal is SIAEC’s first such participation in an RRSP and also the first participation in a financial RRSP by a Singapore-listed company. SIAEC has incorporated two special-purpose, wholly-owned subsidiaries to participate in the RRSP with a 3 percent stake in the CSeries aircraft engine program and a 1 percent stake in the MRJ aircraft engine program. Directors Lee Suet Fern and Lean Min-tze led the firm’s advisory team.

Walkers has acted as Cayman counsel to Beijing-based coal-mining equipment maker International Mining Machinery Holdings Ltd (IMM) on its HK$2.54 billion (US$3.27m) Hong Kong initial public offering. IMM, which is backed by private equity company Jordan Company LP, sold 520 million shares, or 40 percent of its outstanding share capital, at HK$4.88 (US$0.63) per share. IMM was formed in 2006 and has approximately US$6 billion of capital under management and targets middle market companies with enterprise values between US$100 million and US$2 billion. Partner Denise Wong led the firm’s advisory team.

White & Case LLP has represented Hitachi Plant Technologies Ltd in its agreement with the Government of the Republic of the Maldives to acquire a 20 percent shareholding in Male’ Water and Sewerage Company Pvt Ltd (MWSC), which presently operates water supply and sewage systems on seven islands in the country and serves 40 percent of its population. The agreement will enable Hitachi to participate in the operations of MWSC and will lead to the upgrading of water supply and sewage services of the Maldives. Partner Mark Goodrich led the firm’s advisory team.

WongPartnership LLP has advised Winston Yau, former Executive Vice President of Walton International Group (Singapore) Pte Ltd, in Suit 333 of 2008/M brought against him by the Walton International Group (Singapore) Pte Ltd and other related companies. The claims made in the suit include alleged breaches of an employment contract and other tortious claims. Deputy managing partner Tan Chee Meng led the firm’s advisory team advised on the matter.

WongPartnership LLP has also advised SGX-listed international property and hotel conglomerate City Development Limited and its wholly-owned subsidiary Citidev Nahdah Pte Ltd (Citydev Nahdah) in the issuance of S$50 million (US$35.4m) 3.6 percent Trust Certificates due 2013. The issue is under Citydev Nahdah’s S$1 billion (US$709m) Islamic Trust Certificate Programme in line with the Shariah financing principle of Ijarah. Partners Hui Choon Yuen, Colin Ong, Goh Gin Nee and Tan Teck Howe led the firm’s advisory team.

In addition, WongPartnership LLP has advised the world’s leading electronic trading solutions provider, NYSE Technologies, on its agreements with various ASEAN stock exchanges to establish an e-trading link across the bourses. Partner Lam Chung Nian led the firm’s advisory team.

Finally, WongPartnership LLP has advised Otto Marine Limited in a private placement of 220 million new units at an issue price of S$0.432 (US$0.30) per new unit, to raise gross proceeds of approximately S$92.6 million (US$65.6m). Kim Eng Securities Pte Ltd was the placement agent. Partner Chong Hong Chiang led the firm’s advisory team.

Deals – 25 February 2010

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Allen & Gledhill LLP has advised PT Chandra Asri in its issuance of US$230 million 12.875 percent Senior Secured Guaranteed Notes due 2015, through its wholly-owned Singapore-incorporated subsidiary Altus Capital Pte Ltd. These high yield bonds are guaranteed by PT Chandra Asri and PT Styrindo Mono Indonesia and have the benefit of a security package. DBS Bank Ltd, Deutsche Bank AG, Singapore Branch and Standard Chartered Bank, Singapore Branch acted as joint bookrunners and joint lead managers. Partners Au Huey Ling, Jafe Ng, Patricia Seet, Sunit Chhabra and Glenn Foo led the firm’s advisory team.

Allen & Overy LLP has advised Ek-Chai Distribution System Company Limited (Ek-Chai Distribution) on a THB 4 billion (US$121m) unsubordinated bond issuance guaranteed by its parent company, Tesco PLC. Ek-Chai Distribution operates Tesco Lotus Supercenter in Thailand and is the market leader in the retail business, with over 650 Tesco Lotus stores across Thailand. The bonds, rated “AA+” by Fitch Ratings, were divided into two tranches of 3 year and 5 year maturity. The proceeds will be used to finance the issuer’s business expansion and operations. The Hongkong Shanghai and Banking Corporation Limited was Lead Arranger and TMB Bank Public Company Limited was Debenture Holders’ Representative and Registrar. The firm’s advisory team was led by partner Suparerk Auychai.

Allens Arthur Robinson is advising Charter Hall Group (CHG), an Australian property funds management and development company, on its agreed A$108 million (US$96.33m) acquisition of the majority of Macquarie Group Limited’s core real estate management platform. CHG will gain the management rights to two listed and three unlisted funds, and will also acquire investment stakes in three of those funds for A$189 million (US168.6m). The transaction, which is being financed by a A$220 million (US$196m) fully underwritten placement and entitlement offer and an additional placement of A$85 million (US$75.8m) to Macquarie, will see CHG become one of the largest specialist real estate fund managers and property owners in Australia. Partners Stuart McCulloch, Anna Lenahan and Tom Story led the firm’s advisory team.

Allens Arthur Robinson has also advised Grosvenor Australia (Grosvenor), part of the international property development and investment group, on two recent office property sales. The first transaction, which is due to be completed later this year, involved the sale of a Parramatta office tower to a private investor for A$48.4 million (US$43.17m). The office tower was a joint venture development between Leighton Properties and Grosvenor, with the firm acting on the establishment of the JV, acquisition of the site, development, leasing, financing and the subsequent sale. The second transaction involved the sale by Grosvenor in December 2009 of the building housing its Sydney office for A$77 million (US$69m) to Hong Kong-based CLSA Capital Partners, a specialist private equity investment management firm. Partner Victoria Holthouse led the transactions.

AZB & Partners has advised The BlackRock Group in the acquisition, through an asset transfer by BlackRock Group company HLX Financial Holdings LLC, of the assets, business and operations of Helix Financial Group LLC and Helix Financial Services LLC (Helix). The deal, which was completed on 15 January 2010, includes the acquisition through a share purchase of the shares of Helix India Advisors India Private Limited, a 99.9 percent subsidiary of Helix Financial Group LLC. Partner Darshika Kothari led the firm’s advisory team.

AZB & Partners has also advised Symphony Technology US in respect of the 100 percent acquisition of the equity shares of Symphony Marketing Solutions India Private Limited by Genpact India Investments of Mauritius from Symphony Marketing Solutions, Mauritius. Total consideration for the deal, which was completed on 3 February 2010, was approximately US$42 million. Partners Kalpana Merchant and Percival Billimoria led the firm’s advisory team.

In addition, AZB & Partners has also advised the lenders – ABN Ambro Bank NV, Stockholm Branch and Nordea Bank AB (publ) – in connection with providing approximately US$200 million financing to GSM communications services provider Idea Cellular Limited for payment of certain eligible foreign goods and services and local capital goods. The firm’s advisory team was led by partner Vishnu Jerome.

AZB & Partners has represented India Private Equity Fund Mauritius (IPEFM) and Indocean in the IPO of Jubilant Foodworks Limited (JFL). The IPO consisted of 4 billion fresh issue shares and the offer for sale of 18.6 million JFL shares held by IPEFM and Indocean, with the offer for sale constituting IPEFM and Indocean’s full exit from JFL. The issue closed on 20 January 2010 and was listed on 8 February 2010. The total size of the IPO was approximately US$75 million, with IPEFM and Indocean contributing more than 80 percent of the shares offered for sale. The firm’s advisory team was led by Shameek Chaudhuri.

AZB & Partners has also represented ExlService Holdings (ExlService), through its Indian subsidiary exlservice.com (India) Private Limited, in respect of its purchase of American Express (India) Private Limited, an Indian company which owns the travel-related BPO provider American Express Global Travel Service Center. ExlService acted as buyer guarantor of the transaction, which is valued at approximately US$32 million. The deal is expected to be completed on 1 April 2010. Partner Vishnu Jerome led the firm’s advisory team.

Further, AZB & Partners has advised Calyon and Sumitomo Mitsui Banking Corporation in providing, together with The Bank of Nova Scotia Asia Limited, a US$75 million loan to Housing Development Finance Corporation Limited. Partner Kalpana Merchant led the firm’s advisory team.

AZB & Partners has also advised Enam Securities Private Limited and Kotak Mahindra Capital Company Limited as underwriters in DB Realty Limited’s initial public offering of equity shares valued at approximately US$320 million. The transaction closed on 15 February 2010 whilst the listing and trading approval were secured on 19 February 2010. Partner Shameek Chaudhuri led the firm’s advisory team.

AZB & Partners has advised Jaypee Capital Services Limited (Jaypee) in its subscription of up to 26 percent of the paid-up share capital of National Commodity & Derivatives Exchange Limited (NCDEX). The subscription, which is valued at approximately US$15 million, will be in three tranches: Jaypee will initially subscribe to 2 percent of the paid-up capital, and thereafter subscribe to 13 percent and 11 percent of the paid-up capital upon fulfillment of the specific milestones. Partners Essaji Vahanvati and Vaishali Sharma led the firm’s advisory team.

Baker & McKenzie LLP has advised A-Power Energy Generation Systems Ltd (A-Power), a leading provider of distributed power generation systems in China, and its Chinese subsidiary, Shenyang Power Group (Shenyang) in the establishment of a project company that will be used to develop a 600 MW wind energy power plant in Texas. On 16 December 2009, Shenyang Power entered into an agreement with an affiliate of Cielo Wind Services Inc and another investor to establish a project company for the purpose of owning, designing, developing, constructing, managing and operating the Texas Project. A-Power is designated as the turbine supplier to the project and Cielo is under contract to develop the project, which is expected to cost approximately US$1.5 billion. The parties are negotiating to obtain construction financing from third party lenders, including from Chinese banks, for a majority of the project costs. No construction financing commitments have been received to date. The firm’s advisory team was led by project finance partner Ata Dinlenc of the firm’s New York office.

Baker & McKenzie has also advised International Mining Machinery Holdings Limited (IMM), one of the leading designers and manufacturers of longwall coal mining equipment in China, on its HK$2.54 billion (US$327m) global offering. The shares commenced trading on The Stock Exchange of Hong Kong Limited on 10 February 2010. Net proceeds from the global share offering will be used for various purposes including to implement the company’s pre-IPO reorganisation, for paying contingent dividends to pre-IPO ordinary shareholders; and for improving and expanding IMM’s current production facilities and service network. UBS AG, Hong Kong Branch acted as the sole global coordinator and sponsor, as well as joint bookrunner and joint lead manager of the global offering alongside BOCI Asia Limited. Partners Scott Clemens and PH Chik led the firm’s advisory team.

Clifford Chance has advised Calyon and BNPP as lenders on the financing of three Airbus A330-300 aircraft for Thai Airways. All three aircraft were delivered and financed on the same day under an ECA supported facility fronted by ECGD. Partner Simon Briscoe led the firm’s advisory team.

Clifford Chance has also advised RREEF China REIT Management Limited (RREEF China REIT), as the manager of Hong Kong-listed REIT RREEF China Commercial Trust (RREEF CCT), on the sale of Gateway Plaza in Beijing for approximately HK$3.4 billion (US$440m). Since Gateway Plaza – a large commercial building located in the Chaoyang District of Beijing – is RREEF CCT’s only property, the transaction will result in a termination of the REIT in accordance with the provisions of the REIT Code, and the subsequent delisting of RREEF CCT from the Hong Kong Stock Exchange. The transaction, structured as a share sale of the BVI-incorporated holding company of Gateway Plaza, is conditional on the unitholders of RREEF CCT approving the deal at a general meeting, and is expected to close around the beginning of April. Partner Simon Cooke led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank Securities Inc, BNP Paribas Securities Corp, Calyon, Daiwa Capital Markets Singapore Limited and Nomura International plc as managers in connection with a US$1 billion Rule 144A/Reg S notes offering (of its 6.75 percent notes due 2020) by the Government of the Socialist Republic of Vietnam. Partner Eugene Gregor of the Tokyo office and partner John Paton of the London office led the firm’s advisory team while YKVN acted as local Vietnamese counsel to the managers. The Government of Vietnam was advised by Allen & Overy.

Davis Polk & Wardwell LLP has also advised Credit Suisse (Canada) Inc as financial adviser to Sino-Forest Corporation (Sino-Forest) in connection with a two step private exchange, pursuant to private placements: Sino-Forest has issued US$187 million of 10.25 percent guaranteed senior notes due 2014 (issued under an existing indenture) in exchange for US$194 million 12 percent guaranteed senior notes due 2013 and 189,565 warrants, both issued by PRC commercial tree plantation operator Mandra Forestry Finance Limited (Mandra Forestry). Sino-Forest, based in Toronto, Canada and Hong Kong, is one of the largest foreign-owned commercial tree plantation operators in the PRC. The firm’s advisory team included partner William F Barron of the Hong Kong office and partner John D Paton of the London office. Sino-Forest Corporation was advised by Linklaters.

Finally, Davis Polk & Wardwell LLP has advised Goldman Sachs International as the initial purchaser in connection with the Rule 144A/Reg S reopening by Noble Group Limited (Noble) of its 6.75 percent senior notes due 2020, in aggregate principal amount of US$400 million. Noble is a global supply chain manager with a network of 100 offices in more than 40 countries, and provides value-added services in the commodities supply chain in five business segments, including agriculture, energy, metal, minerals and ores, logistics and corporate. The firm’s advisory team was also led by partner William F Barron of the Hong Kong office. Noble Group Limited was advised by Clifford Chance.

Drew & Napier LLC has advised issue manager Prime Partners and underwriters and placement agent UOB Kay Hian in respect of the initial public offering and listing of Ryobi Kiso Holdings Limited, one of Singapore’s leading ground engineering solutions providers, on the Mainboard of the SGX-ST. The IPO consisted of 192 million new shares comprising of 2 million shares by way of public offer and 190 million shares by way of placement. The post invitation market capitalisation was S$199 million (US$141m) and the gross proceeds from the IPO was approximately S$49.9 million (US$35.3m). Director Marcus Chow led the firm’s advisory team.

FoxMandal Little has advised Power Finance Corporation as lender in closing the Rs 2224 crores (US$515m) project finance documentation for ONGC Tripura Power Company Ltd (ONGC Tripura), a joint venture of ONGC, IL&FS and the Government of Tripura. ONGC Tripura is establishing a natural gas-based power plant which will generate 726.6 MW at Palatana in the Udaipur District in Tripura State. The total cost of the project is Rs 3418 crores (US$739m) which is proposed to be funded using a debt/equity ratio of 75:25 respectively. The project will be commissioned in March 2012. The firm’s advisory team was led by Delhi senior partner B N Banerjee.

Gilbert + Tobin has acted for funds advised by private equity firm Pacific Equity Partners (PEP) on the off-market takeover bid for all the shares in Energy Developments Limited (EDL). The bid, which closed on Tuesday, placed an enterprise value on EDL of around A$850 million (US$759m). Corporate transactions partners Andrew Bullock, Gary Lawler, Bryan Pointon and Jason Lambeth led the firm’s advisory team.

JSM has represented Wynn Resorts (Macau) SA, the owner of resort and casino ‘Wynn Macau’, in its claim for credit of about HK$30 million (US$3.9m) advanced to a high-roller. This action is the first claim based on the new Macau gaming credit law and contested before the Hong Kong court, with judgment obtained for the same amount. The judgment, which has drawn considerable press coverage in both Hong Kong and Macau, has been considered as a “watershed event” for the Macau gaming industry. The firm’s advisory team was led by Nick Hunsworth and John Hickin.

KhattarWong has advised MEAG MUNICH ERGO Asset Management GmbH (MEAG) in relation to the S$549 million (US$389m) refinancing obtained by Queensley Holdings Limited (Queensley) in December 2009 for the commercial building in Singapore known as “Capital Square“. The transaction, which was the largest Singapore dollar corporate bond issue in 2009, comprised of S$320 million (US$227m) three-year senior secured notes, S$151 million (US$107m) three year junior secured notes, and S$78 million (US$55m) preferred shares. MEAG subscribed for all the secured junior notes and the preferred shares issued by Queensley as part of the refinancing. ANZ Bank, through its Singapore branch, was the lead arranger and lead manager for the refinancing as well as the underwriter of the senior notes. Senior partner Rajan Menon led the firm’s advisory team.

Kim & Chang has advised on the Korean asset transfer aspect of a recent transaction involving over 40 jurisdictions, where US-based company Danaher Corporation acquired the AB Sciex Business from US-based LIFE Technologies Corporation and the Molecular Devices Business from MDS Inc of Canada. The total purchase price of the two acquisitions was approximately US$1.1 billion. The firm’s advisory team, which included KT Kim, Kirk Gale and YM Lee, was involved in advising in relation to the purchase of assets from Applied Biosystems Korea LLC by AB Sciex Korea Limited Company (a subsidiary of the Danaher Corporation).

Latham & Watkins has acted as US counsel to the underwriters JP Morgan Securities Ltd and ICBC International Capital Limited in connection with Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited’s (Chu Kong Petroleum) global offering of 300 million shares. The offering included an international placing (Rule 144A/Reg S) of 270 million shares (including 50 million existing shares offered for sale by the selling shareholder) and a Hong Kong public offering of 30 million shares. Chu Kong Petroleum is the largest steel pipe manufacturer in the PRC. The firm’s advisory team was led by Hong Kong partner David Zhang.

Latham & Watkins has also represented Deutsche Bank AG (Singapore Branch), DBS Bank Ltd and Standard Chartered Bank (Singapore Branch) as joint lead managers in connection with the US$230 million offering of 12.875 percent Guaranteed Senior Secured Notes due 2015 by Altus Capital Pte Ltd. The notes were guaranteed by Indonesia-based global petrochemical company PT Chandra Asri. Partner John Otoshi in Hong Kong led the firm’s advisory team.

Makarim & Taira S has represented Indonesian power company PT Cikarang Listrindo in issuing US$300 million 9.25 percent Senior Notes due 2015 through a Netherlands subsidiary. Barclays Capital and Credit Suisse were acting as the Initial Purchasers for this offshore bond deal. One of the first offshore bond deals closed in early 2010, the deal is also one of the first in Indonesia to use two special purpose vehicles to be more tax effective. The firm’s advisory team was led by senior foreign legal consultant Gregory Ranslam and partners Rudy Kusmanto and Rahayuningsih Hoed.

Mallesons Stephen Jaques has advised Integra Mining Limited on the financing of its A$64 million (US$57m) Randalls Gold Project. The financing, which was provided by Westpac Banking Corporation and BNP Paribas, includes a debt facility of A$50 million, a performance bond facility of A$5 million and a gold hedging facility. Partner Nicholas Creed led the firm’s advisory team.

Mallesons Stephen Jaques has also advised Xstrata on a joint venture in respect of a proposed coal mine at Wandoan, a project potentially valued at A$15 billion. Xstrata and its Japanese joint venture partners, Itochu and Sumimoto, are considering a thermal coal mine at the Wandoan site (north west of Brisbane in Australia) with possible production levels ranging between 22 million tonnes per year up to 100 million tonnes per year, which would be greater than the 2009 export coal production for the entire Hunter Valley. Partner Nicholas Pappas led the firm’s advisory team.

Morgan Lewis-TMI has advised Japanese trading company Sumitomo Corporation (Sumitomo) in respect of its launch of a tender offer of up to approximately $1.36 billion, to boost its holdings in Jupiter Telecommunications Co Ltd (JCOM) from 27 to 40 percent. The announcement of the tender offer is timely, with a partnership between Sumitomo and Liberty Global Inc (which holds a majority interest in JCOM) ending on 18 February 2010. The tender offer also follows the announcement by Japanese mobile phone provider KDDI several weeks ago that it had entered into an agreement to acquire Liberty ’s 38 percent stake in JCOM. The terms of that agreement were subsequently amended so that following the acquisition from Liberty, KDDI will retain voting control of only 31.1 percent, with the remaining shares entrusted to a trust bank. Following the completion of its tender offer, Sumitomo is expected to become the largest JCOM shareholder. The firm’s advisory team was led by partners Lisa Yano, Kunio Namekata and Ippei Takushima.

Nishith Desai Associates has advised Orbit Corporation Limited (Orbit) of Mumbai in respect of the INR 1.65 billion (US$35.7m) investment made by IL&FS Trust Company Limited, IIRF India Realty X Limited and Moltana Holdings Limited in Orbit Highcity Private Limited, a wholly owned subsidiary company of Orbit. Orbit is a listed company primarily involved in the development of real estate projects in the Mumbai Metropolitan Region, and the investment will be used to develop an integrated township project.

O’Melveny & Myers LLP has advised in respect of the further public offering (FPO) of NTPC Limited (NTPC), India’s largest power company, by the Government of India’s Department of Disinvestment. The FPO, in which the Government of India divested approximately 5 percent of its equity in NTPC, was the first-ever Indian public offering to adopt the French Auction model for book building. The FPO also represented the first-ever offering by an Indian government-owned company made on the “fast track” method under the applicable Securities and Exchange Board of India guidelines. The public issue was oversubscribed, raising approximately US$1.8 billion. With a current generating capacity of 31,134 MW, NTPC has embarked on plans to become a 75,000 MW company by 2017. The firm’s advisory team was led by partner David Makarechian.

Paul, Hastings, Janofsky & Walker has advised Mapletree India China Fund Ltd on its acquisition of Gateway Plaza in Beijing. Gateway Plaza is held through special purpose vehicles in Hong Kong and the British Virgin Islands by real estate investment trust RREEF China Commercial Trust (RREEF CCT), and constitutes substantially all the operating businesses and assets of RREEF CCT. Incorporated in the Cayman Islands, Mapletree India China Fund Ltd’s principal business is to invest in commercial, residential and mixed-use property developments in India and China to maximize total returns for its investors. Hong Kong partner Vivian Lam led the firm’s advisory team.

Slaughter and May has advised MTR Corporation Limited in relation to its execution of an entrustment agreement with the Government of Hong Kong for the construction and commissioning of the Hong Kong section of the Guangzhou-Shenzhen-Hong Kong Express Rail Link. The agreement governs the construction of a 26 kilometre high-speed rail link between central Hong Kong and the border with Mainland China at Shenzhen. The 142 kilometre Guangzhou-Shenzhen-Hong Kong Express Rail Link will connect to the national express rail network which will provide long haul services to other major cities in the Mainland. The project is one of the largest public infrastructure projects ever undertaken in Hong Kong with a total project cost estimated to be HK$66.8 billion (US$8.6b). All financing for the project is being provided directly by the Government of Hong Kong. The agreement was executed on 26 January 2010. The firm’s advisory team was led by partner Jason Webber.

Slaughter and May has also advised Orient Overseas (International) Limited (OOIL) in relation to its disposal of its wholly-owned subsidiary Orient Overseas Developments Limited (OODL) to CapitaLand China (RE) Holdings Co Ltd (CapitaLand), under a share sale and purchase agreement. OODL is a property investment holding company focusing on property development and investment in the PRC. Under the agreement, OOIL has agreed to sell the entire issued share capital in OODL to CapitaLand for an aggregate consideration of US$2.2 billion, and will also assign and transfer a US$1.046 billion shareholders’ loan to CapitaLand. The transaction, which constitutes a major transaction under the Listing Rules and as such is subject to the approval of OOIL shareholders, is expected to be completed by 31 March 2010. Partner Neil Hyman led the firm’s advisory team.

Finally, Slaughter and May has also advised Koninklijke Philips Electronics NV (Philips), a Netherlands-based healthcare, lifestyle and lighting company, in relation to the sale of a 9.47 percent stake in TPV Technology Ltd to CEIEC (HK) Limited, a unit of China Electronics Corporation (CEC). TPV is a leading designer and producer of PC monitors, LCD TVs and other display products and is listed on the Hong Kong and Singapore stock exchanges. In an off-market block trade, Philips has agreed to sell 200 million shares in TPV to CEIEC for HK$1.04 billion (US$134m), reducing its shareholding in TPV to less than 3 percent. Philips also still holds bonds convertible into 310 million new shares of TPV. The transaction, which was announced on 29 January 2010, is subject to CEIEC obtaining applicable consents, authorisations and approvals from relevant PRC government authorities.

Stamford Law Corporation is advising Bursa Malaysia-listed Texchem Resources Bhd (TRB) in the proposed voluntary delisting of its 70.48 percent-owned subsidiary, Texchem-Pack Holdings (S) Ltd (Texchem-Pack), from the Official List of the Singapore Exchange Securities Trading Limited. Both Texchem-Pack and TRB are principally involved in investment holding, with operations across East Asia. Their main activities involve the manufacturing and sale of industrial, chemical and packaging products. In conjunction with the delisting, Oversea-Chinese Banking Corporation Limited, for and on behalf of TRB, will make an exit offer of approximately S$5.5 million (US$3.9m) to acquire the remaining ordinary shares in the capital of Texchem-Pack not already owned, controlled or agreed to be acquired by TRB, its nominees and persons acting in concert with it. As rationale for the delisting, TRB cited that Texchem-Pack is unlikely to need to tap the Singapore capital markets for financing needs in the foreseeable future as TRB provides a ready financing platform for Texchem-Pack, if so required. Director Yap Wai Ming led the firm’s advisory team.

Stephenson Harwood has advised PT Wings Abadi (Wings), the turboprop operator in the Lion Air group, on an innovative tax-optimised financing of three ATR 72-500 aircraft which were part of a large order for ATR aircraft placed by Wings in 2009. The deal, structured as an operating lease transaction to optimise the taxation treatment of the transaction for Wings and Lion whilst retaining the key features and benefits of a finance lease transaction, marks the first time that such a structure has been implemented in Indonesia. BNP Paribas, supported by French and Italian export credit agencies COFACE and SACE, provided the financing. London-based partner Richard Parsons, Singapore-based partner Paul Ng and Paris-based partner Edward Campbell led the firm’s advisory team.

Watson, Farley & Williams LLP has advised GC Rieber Shipping ASA (RISH), a Norwegian company which specialises in offshore subsea and marine seismic activities, in relation to its investment through Reef Subsea AS (a company it jointly owns with Norway-based private-equity investor HitecVision) in Bluestone Offshore Pte Ltd (Bluestone). The multi-jurisdictional transaction involved the restructuring of the ownership structure and financing of Bluestone and its subsidiaries, including the injection of a NOK 195 million (US$33m) investment into Reef Subsea AS by its owners, the injection of a US$17.5 million investment into Bluestone by Reef Subsea AS, and the conversion of Bluestone’s newly chartered ship, the ”Greatship Maya” into a well-equipped geotechnical survey vessel which is to commence operations in Australian waters. The firm’s advisory team was led by partner Chris Lowe.

Weerawong, Chinnavat & Peangpanor Ltd has represented Sansiri Public Company Limited in the issuance of THB 1 billion (US$30.26m) unsubordinated and unsecured debentures on a private placement basis, in which Siam Commercial Bank acted as underwriter. Partner Peangpanor Boonklum led the firm’s advisory team.

Weerawong, Chinnavat & Peangpanor Ltd has also represented Indorama Ventures Public Company Limited, Thailand’s largest integrated polyester producer, in connection with its corporate reorganization and initial public offering, which includes an offering of 460 million shares under Rule 144A/Reg S, 585 million shares for share swap with minority shareholders of Indorama Polymers Public Company Limited, and listing on the SET. The listing, which closed on 5 February 2010, raised total capital of THB 10.06 billion (US$303.9m). Partners Peangpanor Boonklum and Chatri Trakulmanenate led the firm’s advisory team.

WongPartnership LLP has advised Clarke Quay Pte Ltd, one of the top entertainment zones in Singapore comprising food and beverage, entertainment and lifestyle riverfront developments, and a wholly-owned subsidiary of CapitaMalls Asia Limited, in the S$268 million (US$190m) sale of Clark Quay to CapitaMall Trust, Singapore’s first and largest real estate investment trust. Partners Carol Anne Tan, Long Chee Shan and Lam Chung Nian led the transaction.

WongPartnership LLP has also advised Raffles Education Corporation Limited (REC), the largest private education provider in the Asia Pacific region, in the sale of a 10 percent interest in Oriental University City Limited to Rawa Investments (Cayman Islands) Ltd for a total consideration of RMB 300 million (approximately US$44m). Rawa Investments (Cayman Islands) Ltd is a wholly-owned subsidiary of Malaysia’s investment holding arm Khazanah Nasional Berhad. Partner Gerry Gan led the transaction.

Furthermore, WongPartnership LLP has represented Cogent Holdings Limited in its initial public offering on the Main Board of the Singapore Exchange Securities Trading Limited, which raised gross proceeds of approximately S$20.2 million (US$14.3m). Cogent Holdings is a full-service logistics management service provider which offers a comprehensive range of logistics services. Partners Raymond Tong and Pong Chen Yih led the firm’s advisory team.

Finally, WongPartnership LLP has represented DBS Bank Ltd – the joint issue manager, underwriter and placement agent – and Stirling Coleman Capital Limited, the joint issue manager, in the initial public offering of Sin Heng Heavy Machinery Limited. The offering will raise gross proceeds of approximately S$48 million (US$34m), assuming the over-allotment option is exercised in full. Partner Tok Boon Sheng led the firm’s advisory team.

Deals – 4 March 2010

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Allen & Gledhill LLP has advised Singapore Press Holdings Limited on the establishment of a Multicurrency Medium Term Note Programme, under which the company may from time to time issue medium term notes. The aggregate nominal amount of notes outstanding will not at any time exceed S$1 billion (approx US$714.7m), or the equivalent in other currencies. Partner Margaret Chin Siew Hoong led the firm’s team in advising the company, whilst partners Tan Tze Gay and Glenn David Foo Chuen-Shao advised Oversea-Chinese Banking Corporation Limited, as the arranger and dealer, and British and Malayan Trustees Limited, as the trustee, in relation to the transaction.

Allen & Gledhill LLP has also advised Singapore Press Holdings Limited in respect of its first issuance – of S$600 million (US$427.8m) 2.81 percent notes due 2015 – under its S$1 billion Multicurrency Medium Term Note Programme. Partner Margaret Chin Siew Hoong again led the transaction, with partners Tan Tze Gay and Glenn David Foo Chuen-Shao advising Oversea-Chinese Banking Corporation Limited as dealer in the transaction.

Appleby has acted as BVI counsel to Sino-Forest Corporation (Sino-Forest) in respect of its acquisition of the forestry-owning Mandra Forestry Holdings Limited (Mandra). Listed on the Toronto Stock Exchange, Sino-Forest is a leading commercial forest plantation operator in China, and the acquisition of Mandra strengthens the position of the company by extending their geographical reach eastward and immediately adding 155,600 hectares of trees to their portfolio. The firm also acted as BVI and Cayman counsel to Sino-Forest’s group of companies in the related financing of more than US$187 million in connection with a related notes issue and exchange offer. Under the terms of the financing, Sino-Forest completed an exchange with the holders of 99.7 percent of the US$194.5 million 12 percent guaranteed senior notes due 2013 and 96.7 percent of warrants, both issued by Mandra, for new guaranteed senior notes issued by Sino-Forest amounting to approximately US$187 million. Hong Kong-based corporate partner Frances Woo led the firm’s advisory team.

AZB & Partners has advised UTV Software Communications Limited (UTV Software) in the acquisition, through a court approved scheme of arrangement, of the business and undertaking of UMP Plc (UMP). Seventy seven percent of the shares of UMP, which were listed on the AIM segment of the London Stock Exchange, are owned by UTV Software, with the remaining 23 percent owned by public investors. Simultaneously with the acquisition, UTV Software issued shares to the public shareholders of UMP, UMP was dissolved without winding up, and UTV Software merged with UTV Motion Pictures (Mauritius) Limited, a UMP subsidiary. The arrangement, valued at approximately US$40 million, was sanctioned by the Bombay High Court in its order dated 8 January 2010. The shares of the off-shore companies were issued on 25 January 2010. Partner Shuva Mandal led the transaction.

AZB & Partners has also advised Developing World Markets (DWM) and SMILE Microfinance Limited (SMILE) in the approximate US$10 million investment by DMW to acquire a 67 percent share in SMILE, through subscription of equity shares of the company. The investment is subject to the completion of certain milestones by SMILE. Partners Vineetha MG, Ravi Prakash, and Suresh Varanasi led the advisory team.

AZB & Partners has advised Quippo Oil & Gas Infrastructure Limited (Quippo Oil) in providing a corporate guarantee amounting to approximately US$36 million for the second loan facility provided by the Singapore branch of Axis bank and ICICI Bank to Quippo Prakash Pte Ltd, a Singapore based company which is a wholly owned subsidiary of Quippo Oil. The firm’s transaction team was led by partner Hardeep Sachdeva.

AZB & Partners has advised Finnish Fund for Industrial Cooperation (FINNFUND) in connection with providing an €8 million (approx US$11m) loan to Ashley Alteams India Private Limited (Ashley Alteams), a joint venture between Ashok Leyland Limited and Finland-based Alteams Oy. Ashley Alteams manufactures cast light metal components for communication networks, transport, electronics, manufacturing and meditech industries. The agreement was signed in June 2009 with the first disbursement of €1 million (approx US$1.37m) made in December 2009. The balance of the loan is scheduled for release in 2010. Partner Anil Kasturi led the transaction.

AZB & Partners has advised Philippine-based Manila Water Company Inc in forming a joint venture with Jindal Water Infrastructure Limited for the development of water supply, wastewater services and other environmental services in the States of Rajasthan, Gujarat and Maharashtra. The transaction was announced both on the Indian and Philippine stock exchanges. Initial paid up capital for the JV company was approximately US$0.2 million. The firm’s advisory team was led by partners Bahram N Vakil and Kalpana Merchant.

Finally, AZB & Partners is advising American Tower Corporation in its acquisition of 100 percent of the equity shares of Essar Telecom Infrastructure Private Limited. The transaction, valued at approximately US$450 million, was signed on 24 February 2010 and has yet to be closed, subject to precedent conditions. Partners Percival Billimoria and Essaji Vahanvati led the firm’s advisory team.

Baker & McKenzie has advised CapitaLand China (RE) Holdings Co Ltd (CapitaLand) in its US$2.2 billion acquisition of the entire 100 percent interest in Orient Overseas Developments Limited (OODL) from Orient Overseas International Limited, a Hong Kong based investment holding company. OODL is a property investment holding company focusing on property development and investment in the PRC. The transaction, which was completed on 10 February 2010, effectively doubled CapitaLand’s property portfolio in the PRC. The firm’s advisory team was led by corporate partner Jason Ng and real estate partner Edmond Chan.

Davis Polk & Wardwell LLP has advised Barclays Bank PLC, Nomura International plc and Standard Chartered Bank as initial purchasers in respect of the US$350 million Rule 144A/Regulation S offering by Star Energy Geothermal (Wayang Windu) Limited (Star Energy) of its 11.5 percent secured high-yield notes due 2015. The BVI-incorporated Star Energy owns and operates one of Indonesia’s largest geothermal power plants with gross installed generation capacity of 227MW. The firm’s advisory team was led by partners William F Barron and John D Paton. Hadiputranto, Hadinoto & Partners advised as to Indonesian law whilst Linklaters Allen & Gledhill Pte Ltd advised the initial purchasers as to English and Singaporean law. Star Energy was advised by Clifford Chanceas to US and English law, by Assegaf Hamzah & Partners as to Indonesian law, and by Conyers, Dill & Pearman as to BVI law.

Dewey & LeBoeuf has represented Copenhagen-based Photonic Energy A/S in respect of the settlement of a joint venture and commercial disputes relating to OEM (original equipment manufacturer) contracts for solar modules. Photonic Energy A/S is the holding company for a group of solar companies active in China, Germany and Denmark. The firm also advised the company on the purchase of a 10 percent minority interest in a Hong Kong subsidiary set up between a subsidiary of Photonic Energy A/S and Centrosolar Group AG, a solar energy company listed on the Frankfurt market. The firm’s advisory team included partners Philipp von Ilberg (Frankfurt) and Heng Loong Cheong (Hong Kong).

DLA Piper has advised investment banks Roth Capital Partners LLC and Oppenheimer & Co Inc as underwriters and joint book runners in a US$69 million stock offering on the NASDAQ Global Select Market by Yongye International Inc (Yongye). Yongye, headquartered in Beijing, is engaged in the development, manufacturing, distribution and sales of fulvic acid based plant and animal nutrient products. The offering of 8 million shares of common stock was closed at US$7.50 per share on 22 December 2009 and the underwriters exercised their over-allotment option on 29 December 2009. The offering raised capital for the acquisition of lignite coal resources, construction of a new manufacturing facility and working capital. Hong Kong partner Gene Buttrill led the firm’s advisory team.

Gide Loyrette Nouel is advising STMicroelectronics (STM), one of the world’s leading electronics and semiconductor manufacturers, on 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 wherein 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.

Gilbert + Tobin has advised the New South Wales (NSW) government in the transfer of NSW Lotteries Corporation to Tatts Group Limited with a grant for a new, 40 year exclusive licence to operate public lotteries in its state. The transaction is projected to deliver taxpayers total proceeds of approximately A$1.01 billion (US$911m).

HopgoodGanim Lawyers has advised ASX-listed Norton Gold Fields (NGF) on the private placement of approximately 80 million shares to Hong Kong company China Precious Metal Resources Holdings (CPM). The placement, at A$0.25 cents per share, equals approximately 14.6 percent of the Australian gold producer’s capital. The placement raised just under A$20 million (US$18m) before costs. Partner Michele Muscillo led the firm’s advisory team.

Hunton & Williams (Thailand) Limited has advised Thai National Power (TNP), a subsidiary of UK-listed International Power pcl, in the project development and financing of a new 110MW gas-fired cogeneration project in Thailand. The financing included 5 billion Baht (US$150m) in new financing with Bank of Ayudhya and Kasikorn Bank. The financing was implemented as part of a re-leveraging of TNP’s financing for its existing gas-fired co-generation and generation facilities which have a combined capacity of 145MW. The firm’s advisory team was led by partner Stephen Bennett.

JSM has represented the majority owners in a successful application at the Lands Tribunal for an order for compulsory sale of several lots in Upper Kai Yuen Lane, North Point, Hong Kong. At a public auction held on 25th February 2010, the JSM client was the successful bidder of the land at the price of HK$709 million (approx US$91.3m). The firm’s team was led by F K Au.

Kim & Chang has advised a Panamanian corporation incorporated by Mitsubishi Corporation in respect of a ship financing transaction for the purchase of one 180,000 DWT (dead weight tonnage) Motor Bulk Carrier. The vessel was purchased with the proceeds from a JPY 5 billion (US$56.4m) loan facility from the Panamanian corporation and a US$28 million advance charter hire from Hyundai Merchant Marine Co Ltd. The firm’s advisory team included SM Park, JA Myung and CH Ahn.

Latham & Watkins has advised JCY International Berhad, a Malaysian hard-disk drive mechanical components manufacturer, in respect of its Regulation S and Rule 144A IPO of shares, valued at approximately US$207 million, on the Bursa Malaysia. The underwriters for the transaction were CIMB Investment Bank Berhad, UBS AG (Hong Kong Branch) and UBS Securities Malaysia Sdn Bhd. The firm also advised YKY Investments Ltd, the selling shareholder in the transaction. Singapore partner Michael Sturrock led the firm’s advisory team.

Luthra & Luthra Law Offices has advised Abbott Laboratories in a €4.5 billion (US$6.2 billion) acquisition of Belgium-based Solvay Pharmaceuticals. The deal provides Abbott with a large and complementary portfolio of pharmaceutical products and expands its presence in key global emerging markets. The firm’s advisory team was led by senior partner Mohit Saraf and partners Sundeep Dudeja and Aniket Sengupta.

Milbank, Tweed, Hadley & McCloy has represented GNPower Mariveles Coal Plant Ltd Co (GNPower), as the project company and borrower, in what has been described as the largest Philippine “greenfield” power project financing in over a decade. The GNPower Project involves the development and financing of a 2 x 300 MW coal-fired power project, including a private port and associated facilities in Barangay Alas-asin (Municipality of Mariveles, Province of Bataan) in the Philippines. The project is being designed and constructed by China National Electric Equipment Corporation, one of the leading power plant contractors in China, on a turnkey basis and is receiving buyer credit financing from China Development Bank Corporation. Banco de Oro Unibank is leading a syndicate of local banks also providing construction and term debt financing. The firm’s advisory team was led by partner Gary Wigmore.

O’Melveny & Myers has advised UBS Securities LLC and Piper Jaffray & Co, as joint book-running managers, in the US$66 million follow-on public offering of Sinovac Biotech Ltd (Sinovac), a China-based manufacturer of vaccines that protect against infectious diseases. Sinovac offered 11.5 million common shares at US$5.75 per share, including 1.5 million common shares sold when the underwriters exercised their over-allotment option in full. The firm’s advisory team was led by Beijing partner David Roberts.

Stamford Law Corporation has advised Singapore Exchange Main Board-listed Hongguo International Holdings Limited (Hongguo) in the S$175 million (US$124m) voluntary conditional cash offer by Info Giant Investments Limited (Info Giant) for all the issued and paid up ordinary shares in the capital of Hongguo. Info Giant proposed the cash offer with the intention of delisting and privatizing Hongguo, an investment holding company which designs, produces and retails premium fashion footwear in the PRC through its subsidiaries. Info Giant, an investment holding company incorporated in the British Virgin Islands, is owned by certain directors of Hongguo. Director Bernard Lui led the team in this transaction.

WongPartnership LLP has advised Brilliant Technology Limited (Brilliant Tech) in the proposed voluntary delisting of Keda Communications Ltd (Keda) from the Singapore Exchange. Brilliant Tech offered to acquire all the issued ordinary shares in the share capital of Keda, other than those already owned, controlled or agreed to be acquired by Brilliant Tech and parties acting in concert with it. Partner Chan Sing Yee led the transaction.

WongPartnership LLP has also advised NTUC FairPrice Co-operative Ltd in a joint venture agreement with Frasers Centrepoint Limited to place a bid of S$126.33 million (US$90m) for a 1.56-hectare site which is occupied by the three-storey Ten Mile Junction, a development comprising of commercial space and an LRT station. Partners Vivien Yui, Angela Lim and Tan Kay Kheng led the transaction.

In addition, WongPartnership LLP has advised CTP Holdings Pte Ltd, a company which is majority held by the Cargill Group, in the sale of 80 percent of the shares in CTP (PNG) Limited to New Britain Palm Oil Limited for US$175 million plus adjustments. Partners Ng Wai King, Mark Choy and Kenneth Leong led the transaction.

Finally, WongPartnership LLP has advised Keppel Corporation Limited in relation to its sale of 10 percent of the share capital of Singapore Tianjin Eco-City Investment Holdings Pte Ltd (STEC), and the transfer and assignment of a proportion of the shareholders’ loans to SingBridge International Singapore Pte Ltd, a wholly-owned subsidiary of Temasek Holdings (Private) Limited, as the new investor in STEC. Partner Low Kah Keong led the transaction.

Deals – 12 March 2010

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Allens Arthur Robinson is acting for Royal Dutch Shell in respect of its joint A$3.8 billion (US$3.5m) bid, with oil and gas producer and distributor PetroChina, for Brisbane-based international coal seam gas company Arrow Energy. Shell’s 50:50 joint venture with PetroChina signals China’s arrival as a significant investor in Australia’s emerging coal seam gas industry and a successful deal will substantially enhance the Shell Curtis Island LNG project. Partners Andrew Knox and Chelsey Drake are leading the firm’s advisory team.

Allen & Gledhill LLP has advised Glencore International AG (Glencore) in respect of a share purchase agreement entered into by Singfuel Investment Pte Ltd (Singfuel), an indirect wholly-owned subsidiary of Glencore, with the Chandran Family Trust (CFT). Under the agreement Singfuel agreed to purchase from CFT approximately 657 million issued ordinary shares in the capital of Chemoil Energy Limited (Chemoil), which represents approximately 50.81 percent of Chemoil’s issued share capital. Following completion of the acquisition on 26 February 2010, Singfuel announced its intention to make a mandatory unconditional cash offer for all shares in the capital of Chemoil other than those already owned, controlled or agreed to be acquired by Singfuel and parties acting in concert with it. The total value of the deal is approximately US$457 million. Partners Andrew M Lim and Christopher Koh led the firm’s advisory team.

Allen & Gledhill LLP has also advised the Singapore University of Technology and Design, Singapore’s new publicly funded university, in relation to its signing of an agreement with Massachusetts Institute of Technology formalising a collaboration between the two institutions. Partners Tham Kok Leong, Kelvin Wong and Jean Wan led the firm’s team.

Colin Ng & Partners LLP has acted as Singapore counsel to various Reed Elsevier Group entities in two transactions for the sale of various Reed Business Information Asia (RBIA) publications, websites and trademarks. In the first transaction, Reed Elsevier (Singapore) Pte Limited sold 10 B2B publications to a subsidiary of Ten Alps plc, a UK based media company listed on AIM. In the second transaction, Reed Elsevier Inc and Reed Elsevier Properties Inc sold various advanced design engineering sector magazines, websites and digital properties to Canon Communications LLC. Partner Bill Jamieson led the firm’s advisory team whilst Paul, Hastings, Janofsky & Walker LLP acted as US counsel for the Reed Elsevier Group on the sale to Canon Communications.

Colin Ng & Partners LLP has also advised SGX-ST Mainboard listed Abterra Ltd (Abterra) – an emerging supply chain manager of resources and minerals in Asia Pacific – in respect of a S$20 million (US$14.3m) Equity Line Facility (ELF) from YA Global Master SPV Ltd (YA Global), a fund managed by Yorkville Advisors LLC. Under the terms of the agreement, YA Global has committed to provide up to US$14.3 million equity capital over the next two years, if and when drawn by Abterra at its discretion, for Abterra’s regional growth and working capital needs. Abterra trades coking coal, coke and iron ore in Australia, India, Indonesia and China. Partners Tan Min-Li, Stephen Soh and Gregory Chan led the firm’s advisory team.

Finally, Colin Ng & Partners LLP has also advised Catalist-listed TSH Corporation Limited, a company focusing primarily on the ordnance and homeland security services business, in its recently concluded rights issue of up to approximately 60 million rights shares. The transaction was met with strong demand and at the close of the issue on 19 February 2010, applications for more than 104 million shares had been received. The rights issue generated approximately S$3.8 million (approx US$2.7m) in net proceeds, of which approximately S$2 million (approx US$1.43m) has been used by the company to partially finance the purchase of a freehold industrial building which will be mainly used to house the expansion of the operations of the Group. Partners Tan Min-Li and Gregory Chan led the firm’s advisory team.

Hayat Noorwala Zaman – Advocates and Legal Consultants has represented US tobacco company RJ Reynolds (Private) Limited (RJR) in securing a favorable ruling on RJR’s long outstanding PKR17.66 million (US$0.2m) duty drawback claim against Pakistan’s Collector of Customs (Customs). The claim was originally lodged in May 1997 but was denied by Customs in its order dated 27 December 2007. RJR appealed before the Appellate Tribunal of Customs, Sales Tax and Excise, Karachi Bench-I, Karachi Pakistan in February 2008. In its decision, the Appellate Tribunal set aside the questioned order. Partner Mahmood G Noorwala led the appeal.

Hayat Noorwala Zaman – Advocates and Legal Consultants has also represented leading global crop protection and biotechnology company Bayer CropScience (Private) Limited (Bayer) in respect of the successful execution of a Memorandum of Understanding with a Karachi-based distribution company for the introduction in Pakistan of an insecticide paper product produced by one of the manufacturing divisions of Bayer’s parent company in France. The transaction was also led by partner Mahmood G Noorwala.

Khaitan & Co has advised leading US-based digital media company Mail.com Media Corporation in respect of setting up a joint venture company with ZEE Entertainment Enterprises Limited, a subsidiary of the Essel (ZEE) Group. The new company will launch an entertainment website. Partner Haigreve Khaitan led the firm’s advisory team.

In addition, Khaitan & Co has also advised Electrosteel Castings Limited in respect of its Qualified Institutional Placement which raised a total amount of US$43 million. Edelweiss Capital Limited was the Global Book Running Lead Manager. Kolkota partner Arvind Jhunjhunwala led the firm’s advisory team.

Finally, Khaitan & Co has advised Intermediate Capital Group PLC (ICG) and George Topco Limited in respect of an acquisition of a stake in CPA Global of the Channel Islands. ICG is a leading independent investor in, and manager of, mezzanine finance, minority equity and related assets. CPA Global is the world’s leading provider of legal services outsourcing and, with offices across Europe, the United States and Asia Pacific, supports many of the world’s best known corporations and law firms with a diverse set of legal and IP specific requirements. The firm’s advisory team was led by partners Kalpana Unadkat and Murali Neelakantan.

Kim & Chang has advised Caterpillar Inc in respect of its purchase, through its Switzerland based subsidiary, of 100 percent of the shares of South Korea-based seal manufacturer JCS Co Ltd (JCS) on 2 March 2010. As a result of this transaction, Caterpillar Inc has added JCS’s seal manufacturing facilities and technologies to its existing product line. The firm’s advisory team was led by Robert Gilbert, HW Park and KH Kwon.

Lee & Ko has advised in connection with the acquisition of 92.6 percent of the newly issued shares of Powernet Technologies Corporation by special purpose company Chunggang Co Ltd, a wholly owned subsidiary of KB-Glenwood Private Equity Fund. The transaction marks the first time that a private equity fund acquired the control of a company that was in the process of reorganization.

Minter Ellison has advised aluminium producer Alcoa of Australia (Alcoa) in respect of the corporate, structuring, taxation and regulatory aspects of the 20-year base-load electricity contracts signed with Loy Yang Power (Loy Yang) for the Portland and Point Henry aluminium smelters. The Point Henry Smelter is wholly owned by Alcoa whilst the larger Portland smelter is an unincorporated joint venture project, in which Alcoa directly holds a 45 percent share. Loy Yang operates Victoria’s largest power station and Australia’s largest open-cut brown coal mine. The firm’s advisory team was led by commercial and regulatory partners Geoff Carter and Jacinda de Witts. The smelter companies were advised by Andrew Venables of Herbert Geer.

Norton Rose (Asia) LLP has advised AXA SA on the proposed acquisition by its Malaysian subsidiary, AXA AFFIN General Insurance Berhad (AXA-AFFIN), of BH Insurance (M) Bhd (BHI), a general insurance business in Malaysia. AXA-AFFIN agreed to acquire the entire issued share capital of BHI from its two shareholders, Boustead Holdings Berhad (Boustead) and Felda Marketing Services Sdn Bhd (Felda), for RM453.2 million (US$136m). The acquisition – subject to various conditions precedent, including shareholder approvals of both sellers and AXA-AFFIN – is expected to be completed in the second half of the year, and is of strategic importance to the AXA Group as the combined group of AXA-AFFIN and BHI will result in the sixth largest general insurer in Malaysia by annual gross written premiums. Partners Jake Robson and Ken-Hui Khoo led the firm’s advisory team. Zaid Ibrahim & Co provided Malaysian law advice.

O’Melveny has represented Credit Suisse Securities (USA) LLC and Piper Jaffray & Co as joint bookrunners in the US$105 million follow-on public offering of American Depositary Shares (ADSs) of Duoyuan Global Water Inc (Duoyuan), a leading domestic water treatment equipment supplier. Duoyuan issued and sold 2.76 million ADSs and a selling shareholder sold 785,000 ADSs. The firm’s advisory team was led by partner Kurt Berney.

Rajah & Tann has advised SGX-ST Main Board listed China Animal Healthcare Ltd (CAH) in respect of the sale and purchase agreement entered into by CAH’s wholly-owned subsidiary, Shenzhou Pagina-kang Technology Co Ltd, (Shenzhou) with each of the shareholders of Beijing Jianxiang Hemu Biological Technology Limited (Jianxiang Hemu). Under the agreements, Shenzhou will acquire from the shareholders the entire registered capital of Jianxiang Hemu for a consideration of approximately RMB210 million (US$30.7m). Jianxiang Hemu has developed, and obtained the approval of the PRC Ministry of Agriculture for, its production technique in respect of its vaccine for the Porcine Reproductive and Respiratory Syndrome The agreements were executed on 8 February 2010 and are expected to be completed no later than 31 May 2010. Partner Danny Lim led the firm’s advisory team.

Rajah & Tann has also advised a private equity real estate fund in respect of the acquisition of a special purpose vehicle (SPV) of Shui On China Central Properties Limited (Shui On China), a wholly-owned subsidiary of HKSE-listed Shui On Construction and Materials Limited. The vendor’s SPV holds a PRC Wholly Foreign-Owned Enterprise which in turn owns a Chengdu real property operating service apartments. Approximately valued at RMB366.6 million (US$53.7m), the transaction was announced on 11 February 2010 at the HKSE and is expected to be completed in March / April 2010. Partners Chia Kim Huat and Danny Lim led the firm’s advisory team, whilst Guantao Law Firm Sichuan Office, Lu, Lai & Li Solicitors, and Walkers (Singapore) Limited Liability Partnership also acted as PRC counsel, Hong Kong counsel and BVI counsel respectively to the private equity real estate fund. O’Melveny & Myers LLP advised Shui On China.

Shearman & Sterling LLP has represented the sponsor, Korea Electric Power Corporation (KEPCO), in respect of the project financing for the construction, operation and maintenance of a 2×100 MW coal-fired power project in the city of Naga in Cebu in the Philippines. The US$270 million financing is being provided by the Asian Development Bank, K-EXIM and commercial lenders SMBC, Credit Agricole CIB and ING Bank, with K-EXIM providing comprehensive political and commercial risk cover. Construction began in December 2007, with the first 100MW unit of the plant expected to become available by February 2011 and the second by May 2011. Given the move towards merchant power in the Philippines, the transaction is likely to set a precedent for new greenfield power projects in the Philippines in years to come. Shanghai Project Development & Finance partner Andrew Ruff led the firm’s advisory team.

Weil, Gotshal & Manges LLP is advising American International Group (AIG) in the following two transactions, both led by partners Michael Aiello (corporate/M&A), Matthew Gilroy (corporate/M&A), Joseph Allerhand (securities litigation) and Mark Hoenig (tax) from the firm’s New York office, and Akiko Mikumo (corporate/M&A) from the firm’s Hong Kong office:

• as co-counsel with Debevoise & Plimpton in respect of the sale of AIG’s Asian life insurance unit, AIA Group, Limited (AIA), to Britain’s Prudential plc for US$35.5 billion. The transaction, which consists of US$25 billion in cash and US$10.5 billion in convertible, preferred and common stock, is subject to shareholder and regulatory approval. Should it proceed, the deal will be AIG’s largest asset sale since its September 2008 bailout. The proceeds are to be used to repay the US government; and
• as co-counsel with Sullivan and Cromwell in respect of the sale by AIG of its ALICO life insurance unit to MetLife for approximately US$15.5 billion. The cash portion of the proceeds from this sale will be used to reduce the liquidation preference of the Federal Reserve Bank of New York (FRBNY) in the special purpose vehicle formed by AIG and the FRBNY to hold the interests in ALICO.

Weil, Gotshal & Manges LLP is also representing Providence Equity Partners (Providence) in connection with its proposed investment in the new online video company business of Baidu Inc, the leading Chinese language internet search provider. Providence will invest US$50 million in the new company to develop an advertising supported online video business providing premium licensed content in China, with Baidu continuing to maintain a majority interest in the company. The transaction is being led by Shanghai-based partners Steve Xiang and Tony Wang.

WongPartnership LLP has advised HG Metal Manufacturing Limited on corporate governance and compliance matters in respect of a call by a non-executive director, who is the single-largest shareholder in the company, for removal and replacement of three key board members, and the sudden resignation of two of the members and an independent director. Partners Chan Hock Keng and Mark Choy advised on the matter.

WongPartnership LLP has also acted for AM Alpha (Singapore) Pte Ltd in the acquisition of Tianchen Rose Plaza for a total consideration of €150 million (US$204m) from Shanghai Hetai Property Development Co Ltd, a wholly-owned subsidiary of Shanghai Stock Exchange listed company Shanghai Tianchen Company Limited. Tianchen Rose Plaza is a mixed use prime commercial building comprising office and retail space in the Hongkou District in Shanghai. Partners Gerry Gan and Miao Miao led the transaction.

Deals – 19 March 2010

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Allen & Gledhill LLP has acted as Singapore counsel to Deutsche Bank Securities Inc, Barclays Capital Inc, Morgan Stanley & Co Inc and Citigroup Global Markets Inc, as representatives of several underwriters, in respect of Avago Technologies Limited’s (Avago) secondary offering by existing shareholders of 28.75 million ordinary shares of Avago. The offering raised gross proceeds of approximately US$500.5 million. Partners Rhys Goh and Sophie Lim led the advisory team.

Allen & Gledhill LLP has also advised in respect of Perennial Real Estate Pte Ltd’s acquisition of Katong Mall and the funding thereof, the latter through the issuance of S$154 million (US$110.4m) junior bonds by PRE 1 Investments Pte Ltd (PRE 1) via a securitisation structure and a S$213 million (US$152.7m) bank facility. Katong Mall, Singapore’s popular four-storey shopping complex, will undergo a major asset enhancement initiative which will be funded by the bank facility. Advising PRE 1 as borrower under the bank facility and on the issue of the junior bonds and preference shares are partners Jerry Koh and Chua Bor Jern. Advising DBS Bank Ltd and United Overseas Bank Limited as the lenders under the bank facility are partners Mark Hudspeth and Chew Mei Choo. Advising British and Malayan Trustees Limited (junior bonds trustee), The Bank of New York Mellon (paying agent) and United Overseas Bank Limited (arranger and lead manager of the junior bonds) are partners Margaret Chin and Magdalene Leong.

AZB & Partners is advising Thermax Limited (Thermax) in respect of its proposal to set up a joint venture company in India with Babcock & Wilcox Power Generation Group Inc (B&W). Under the proposal, Thermax will hold 51 percent whilst B&W will hold 49 percent of the equity share capital of the JV Co. The business of the JV Co includes engineering, manufacturing and supplying subcritical boilers over 300 MW in size and supercritical boilers for the Indian power sector. The deal, approximately valued at US$75 million in equity and another US$75 million in debt, was signed on 10 March 2010 and has a tentative completion date of May or June 2010. Partner Alka Nalavadi led the firm’s advisory team.

AZB & Partners is also advising Washington-based International Finance Corporation (IFC) in several transactions. IFC is a World Bank Group member which promotes sustainable private sector investment in developing countries as a way to reduce poverty and improve people’s lives. The deals, which are all led by partner Gautam Saha, are:
• The acquisition of a 14.15 percent stake in Utkarsh Micro Finance Pvt Ltd, a non-banking finance company registered with the Reserve Bank of India. The deal, which is approximately valued at INR14 million (US$308,201), was signed on 19 February 2010 and is still ongoing.
• The provision to Sapphire Industrial Infrastructures Private Limited, a wholly owned Special Purpose Vehicle of Moser Baer Clean Energy Limited, of approximately INR188 million (US$4m) through external commercial borrowings convertible to a grant. The funds will be used to finance the construction, equipping and setting into operation of the 5MW photovoltaic electricity generating plant at Sivaganga in Tamil Nadu for supplying power to the Tamil Nadu Electricity Board.
• The provision through external commercial borrowings of a term loan of INR800 million (US$17.5m) to Kanoria Chemicals and Industries Limited, India’s leading manufacturer of chemical intermediates,.

In addition, AZB & Partners is advising Janalakshmi Financial Services Private Limited, LOK Capital LLC, Bellwether Microfinance Fund Private Limited, Michael & Susan Dell Foundation, Janalakshmi Social Services, Ramesh Ramanathan, Tree Line Asia Master Fund (Singapore) PTE Ltd, Narayan Ramachandran, Badri Pilinja and Raghu Srinivasan in respect of the subscription to equity shares aggregating to 23 percent of the paid up equity share capital of Janalakshmi Financial Services Private Limited, a financial institution servicing the microfinance needs of the urban poor in India. The deal is valued at approximately INR460 million (US$10m). Partner Srinath Dasari leads the firm’s advisory team.

Finally, AZB & Partners is advising The MobileStore Services Private Limited (MobileStore) in respect of the collective subscription of 12 percent of MobileStore’s share capital for approximately INR960 million (US$21m) by Tara India Fund III Domestic Trust, Tara India Fund III Trust, and Tara India Holdings A Limited. The transaction was completed on 3 March 2010. Partner Shameek Chaudhuri led the firm’s advisory team.

Blake Dawson has advised ASX-listed petroleum producer Molopo Energy Limited (Molopo) in respect of its A$60 million (US$55m) capital raising. The raising, which comprised a 1-for-7 accelerated renounceable entitlement offer to raise approximately A$28.5 million (US$26m) and an institutional placement to raise approximately A$31.5 million (US$28.8m), is fully underwritten by Credit Suisse (Australia) Limited. Molopo will use the proceeds to accelerate its exploration and development program, with a focus on its Canadian oil projects. Melbourne-based Molopo is focused on the exploration, appraisal, development and production of coalbed methane (CBM) and other on-share petroleum projects. It has interests in projects in Queensland, Canada and South Africa. Corporate partner Elspeth Arnold led the firm’s advisory team.

Clayton Utz and Mallesons Stephen Jaques have advised in respect of the internalisation initiative and A$375 million (US$345m) refinancing of Southern Cross Media Group’s (SCMG) business level debt facility. SGMC, formerly the Macquarie Media Group, is one of Australia’s major media companies, and the transactions were complicated by the company’s need to restructure many facets of its business at one time. The capital raising structure, a single bookbuild accelerated pro-rata renounceable entitlement offer, represented the first time this new structure had been used by a stapled vehicle. The corporatisation involves a unique corporate restructure, including the destapling of the SCMG entities and restructure of those entities under a single Australian company using a Bermudan scheme of arrangement and Australian trust scheme. Clayton Utz partners Karen Evans-Cullen, Toby Ryston-Pratt, Stuart Byrne, Geoff Geha and Alex Schlosser led the firm’s team in advising SCMG, whilst Mallesons Stephen Jaques advised National Australia Bank, ANZ, BOS International, WestLB, GE Capital and Macquarie Bank as lenders in the refinancing. The firm also acted for Macquarie Capital Group on the internalisation and subsequent corporatisation of SCMG. Partners Alex Regan, Susan Hiliard and Greg Golding led the Mallesons’ team.

Clifford Chance has advised YTL Corporation Berhad (YTL), one of Malaysia’s largest infrastructure conglomerates, on the acquisition of Niseko Village in Hokkaido, Japan. Niseko Village’s assets include 462 hectares of freehold land in the village, including key assets such as the Hilton Niseko Village, the Green Leaf Hotel, golf courses, a ski resort and ski school. The acquisition, which is the latest addition to YTL’s portfolio of luxury resorts and hotels in Asia and Europe, was undertaken by YTL Hotels & Properties Sdn Bhd, a subsidiary of YTL. Partners Andrew Whan and Miho Mizuguchi led the firm’s advisory team.

Clifford Chance has also acted for Spare Holdings Limited (an entity controlled by funds advised by CVC Asia Pacific Limited) in respect of the disposal of its entire interest in GS Paper and Packaging (GSPP) to Japan’s Oji Paper Co Ltd, one of the world’s largest paper companies. The interest in GSPP, Malaysia’s largest manufacturer of paperboard, was acquired by Spare Holdings in 2007. The transaction was one of the first true 100 percent leveraged buyouts in Malaysia and is indicative of the momentum in private equity transactions, as buyers and sellers return to the market in earnest. Partners Andrew Whan and Matt Truman led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised the underwriters – Deutsche Bank AG, Singapore Branch; The Hongkong and Shanghai Banking Corporation Limited; JP Morgan Securities Inc; The Royal Bank of Scotland plc; UBS AG; Hana Daetoo Securities Co Ltd; and Woori Investment & Securities Co Ltd – in respect of an SEC-registered Schedule B debt offering by The Export-Import Bank of Korea (KEXIM) of US$1 billion aggregate principal amount of its 4.125 percent notes due 2015. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises in conducting overseas business. Its primary services to its clients include export loans, trade finance and guarantee programs. The firm’s advisory team was led by Tokyo partner Eugene C Gregor and London partner John D Paton. KEXIM was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law and by Hwang Mok Park as to Korean law.

Freshfields Bruckhaus Deringer has advised London-based Diageo, the world’s largest alcoholic beverage company, on the acquisition of a controlling stake in Chengdu Yingsheng Investment Holding – which controls Sichuan ShuiJingFang Co Ltd (Sichuan SJF) – and the subsequent general tender offer for the outstanding shares of Sichuan SJF, a leading producer of premium Chinese white spirits. Sichuan SJF is listed on the Shanghai Stock Exchange. Asia corporate practice head Robert Ashworth, Shanghai corporate partner Heiner Braun and Beijing corporate partner Jack Wang led the firm’s advisory team. Slaughter and May and Haiwen & Partners also advised Diageo in respect of the transaction.

Freshfields Bruckhaus Deringer has also advised Air China on the formation of an air cargo joint venture with Cathay Pacific. The firm’s advisory team was led by Kay Ian Ng and Jack Wang.

Harry Elias Partnership LLP has represented Indonesian Shipowners in two related Arbitrations under the LMAA (London Maritime Arbitrators Association) terms, successfully claiming against charterers for dead freight, interest and costs arising from various breaches of the terms of the floating cranes contract. Francis Goh (FSIArb) was lead counsel.

Harry Elias Partnership LLP has successfully defended Triple 8 Enterprise Pte Ltd, a leading lifestyle and entertainment industry player, against a trademark infringement and passing off action initiated in the Singapore High Court. Tan Chau Yee was lead counsel.

Latham & Watkins has advised on two separate placement deals, both led by Hong Kong corporate partner William Woo. The firm advised:
BOCI Asia Limited as placing agent in connection with the placing of approximately 335 million H shares (including 305.4 million new H shares and 29 million sale shares) in AviChina Industry & Technology Company Limited, a company mainly engaged in aviation and automobile business in China. The placing raised approximately HK$1.14 billion (US$147m) and the net proceeds will be used for the funding of acquisitions of aviation assets and for general corporate purposes. This transaction was announced on 2 March 2010 and closed on 10 March 2010.
Macquarie Capital Securities Limited as placing agent in connection with the top-up placing of more than 277 million existing shares and subscription of the same number of new shares in China Starch Holdings Limited, a leading producer of cornstarch in China. The transaction raised approximately HK$388.3 million (US$50m).

Latham & Watkins has also represented Japan Bank for International Cooperation (JBIC) and the commercial bank lenders – BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ Ltd, The Hongkong and Shanghai Banking Corporation Limited, Crédit Agricole Corporate and Investment Bank, ING Bank NV, Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corp and The Sumitomo Trust & Banking Co Ltd – in respect of the approximately US$1.2 billion financing of the Paiton 3 power project in East Java, Indonesia. The financing package includes 17-year non-recourse loans totaling approximately US$729 million provided by JBIC, and an approximately US$486 million loan from the commercial banks. PT Paiton Energy – a joint venture between International Power Plc, Mitsui & Co, the Tokyo Electric Power Company Inc and PT Batu Hitam Perkasa – is the project developer and borrower. The Paiton 3 Project comprises a single 815-MW coal-fired unit located within the existing Paiton power generating complex and is expected to be fully operational by the end of 2012. The firm’s advisory team was led by partners Joseph Bevash, Stephen McWilliams, Clarinda Tjia-Dharmadi, Michael Yoshii and Rowland Cheng.

Mallesons Stephen Jaques has advised US-based leading global investment bank Greenhill & Co in respect of a definitive agreement to acquire Australian financial advisory group Caliburn Partnership. Greenhill will acquire 100 percent ownership of Caliburn in exchange for more than one million shares of Greenhill common stock plus a new convertible preferred stock. The deal is approximately valued at US$200 million and is expected to be completed in early April 2010. Following completion of the transaction, Greenhill will operate in Australia/New Zealand under the name Greenhill Caliburn. The acquisition advances Greenhill and Caliburn’s common ambition to create the leading independent global financial advisory firm capable of advising clients across industry sectors on mergers, acquisition, restructurings, financing and capital-raising in all regions. The firm’s advisory team was led by partners Joshua Cole and David Friedlander.

Morrison & Foerster has represented HSBC and CCB International as joint lead managers in respect of the HK$900 million (US$116m) initial public offering of Chinese health food company Ruinian International (Ruinian) in Hong Kong. Ruinian is the largest manufacturer of amino acid-based nutritional supplements in China. The underwriters have fully exercised the over-allotment option, and accordingly Ruinian this week issued 45 million additional shares for a further HK$135 million (US$17.4m). Partners Ven Tan and Stephen Birkett led the firm’s advisory team.

Nishith Desai Associates has advised DICHTUNGSTECHNIK Wallstabe & Schneider GMBH & CO KG (DT) and Deshmukh Rubber Works Private Limited (DRWPL), the flagship company of the Divekar group, in respect of forming a joint venture to engage in the manufacture and sale of automotive components. DT of is one of the leading players in the precision seals industry in Germany, having a turnover in excess of €70 million (US$96.3m) in 2007. Divekar Group is one of the leading players in the manufacture and sale of automotive components in India.

Nishith Desai Associates has also advised Starlight Systems Private Limited, an entity engaged in the construction and development of real estate projects, in respect of its issuance to certain investors of particular securities on a private placement basis for deal value of approximately INR1.48 billion (US$32.5m).

Paul, Hastings, Janofsky & Walker LLP has advised the lenders – Export-Import Bank of Korea, Asian Development Bank, Sumitomo Mitsui Banking Corporation, Crédit Agricole Corporate and Investment Bank and ING Bank NV – in respect of the US$270 million financing of a 200 megawatt coal-fired power project in Cebu in the Philippines. The project, which is valued at approximately US$451 million, is being developed by Kepco SPC Power Corp, a joint venture between Korea Electric Power Corp and SPC Power Corp. The landmark transaction is the first ever internationally financed merchant power project in the Philippines. The firm’s advisory team was co-led by partners Joseph Kim and Patricia Tan Openshaw.

Paul, Hastings, Janofsky & Walker has also advised the consortium of sponsors – including the Bank of Tokyo-Mitsubishi UFJ Ltd, Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corp, the Tokyo Branch of ING Bank NV, and the Export-Import Bank of Korea (Korea Eximbank) – in respect of the development and financing of a 660 megawatt coal-fired power plant in Cirebon in West Java, Indonesia by PT Cirebon Electric Power (a consortium of Marubeni Corporation, Korea Midland Power Company, Samtan Co Ltd and PT Indika Energy TBK). This transaction is the first new international independent power producer project to be financed in Indonesia since 1997. The overall loan amount, which totals US$595 million, will be co-financed by commercial banks. Japan Bank for International Cooperation (JBIC) and Korea Eximbank provided the political risk guarantee for the co-financed portion. Hong Kong partner Brett King led the firm’s advisory team. Latham & Watkins represented Korea Midland Power Co Ltd (KOMIPO) as one of the sponsors and the O&M provider in connection with the financing of the project. Partners Joseph Bevash and Clarinda Tjia-Dharmadi led the Latham team.

Stamford Law Corporation is advising Continental Chemical Corporation Pte Ltd (CCPL) on its proposed debt restructuring via a Scheme of Arrangement pursuant to Section 210 of the Companies Act. CCPL applied for and obtained leave of court to convene meetings of each class of its creditors. The proposed Scheme of Arrangement, when passed by the majority of creditors holding at least three quarters of CCPL’s debts by value, will be binding on all of its creditors, including both secured creditors and unsecured creditors. Directors Ashok Kumar, Daniel Lim and Susan Kong are leading the firm’s advisory team.

Stamford Law Corporation is also advising five banks – KBC Bank NV, Singapore Branch; DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, Singapore Branch; ICICI Bank Ltd, Singapore Branch; BNP Paribas, Singapore Branch; and Indian Bank, Singapore Branch – in respect of the restructuring of Singapore Exchange-listed TT International Limited (TTI). TTI is a leading Singapore-based player in the global trading of consumer electronics and the owner of the internationally renowned “Akira” brand. TTI is awaiting Court approval for the proposed Scheme of Arrangement to advance its restructuring plan with its creditors. Director Ashok Kumar leads the firm’s team in acting for five banks.

Finally, Stamford Law Corporation is advising Mira International Holdings (MIH) on Singapore law in respect of a debt and corporate restructuring, with the company currently contemplating restructuring options. MIH, an indirect wholly-owned subsidiary of PT Mitra Rajasa Tbk, is a significant player in the oil and gas industry in Indonesia. Director Ashok Kumar also leads the firm’s advisory team.

Weerawong, Chinnavat & Peangpanor Ltd has advised Property Perfect Public Company Limited in connection with its issuance of Thai baht 1.5 billion (US$46m) Senior Partially Guaranteed Debentures. The deal, in which Siam City Bank Public Company Limited acted as underwriter, was closed on 25 February 2010. Peangpanor Boonklum led the transaction.

WongPartnership LLP has acted for TPG Capital in respect of the sale of its 23.9 percent stake in Parkway Holdings Limited to Fortis Healthcare Ltd (Fortis) for S$959.4 million (US$688.4m). The deal has been touted as a landmark transaction which will establish Fortis as one of Asia’s largest hospital network. Managing partner Dilhan Pillay Sandrasegara and partner Andrew Ang led the transaction.

WongPartnership LLP has also acted for Barinal NV, an indirect wholly-owned subsidiary of Usaha Tegas Sdn Bhd, in relation to the sale of its entire interest (valued approximately at S$721 million [US$517m]) in OUE Realty Pte Ltd and Overseas Union Enterprise Limited to Golden Concord Asia Limited, an investment unit of Indonesia’s Lippo Group. Managing partner Dilhan Pillay Sandrasegara and partners Quak Fi Ling and Christy Lim led the transaction.

In addition, WongPartnership LLP has acted for Bon-Food Pte Ltd, the franchisee operating Burger King restaurants in Singapore, in respect of the sale of its business to Burger King Singapore Pte Ltd. Partners Ng Wai King and Linda Wee led the transaction.

Moreover, WongPartnership LLP has acted for Development Bank of Singapore Limited (DBS Bank) and Standard Chartered Bank (SCB), the financiers to C2O Holdings Limited, in respect of the financing relating to the proposed acquisition by C2O Holdings Limited of all the shares in the capital of Swissco International Limited, by way of a scheme of arrangement under Section 210 of the Companies Act, Chapter 50 of Singapore. Partners Christy Lim and Dawn Law led the transaction.

Finally, WongPartnership LLP has acted for the Singapore Medical Council (SMC) in respect of the 22 charges filed against general practitioner Dr Tan Tek Young in relation to the inappropriate prescription of drugs to patients. The SMC Disciplinary Committee found Dr Tan guilty of failing to exercise due care in the management of his patients at his clinic in Bedok North, Singapore. He has been censured, fined S$5,000 (US$3,588), and suspended from practice for six months. Partner Melanie Ho acted on the matter.

Yulchon has represented Shinhan Bank, Sinokor Merchant Marine, and Sinokor Maritime in respect of a ship financing deal for a used oil tanker. The deal, which was made at a time of depressed global ship financing, had to be closed in just one week as the firm’s clients were concerned about losing the opportunity to purchase the vessel at the agreed price unless the deal was closed promptly. The Abu Dhabi National Oil Company, the UAE’s state-run petroleum company, was the substantial owner of the ship, and the cross-border transaction included the physical transfer of the ship. Senior foreign counsel Christopher Cho of led the firm’s advisory team.

Yulchon has also represented Jeju Air in respect of a deal to lease a Boeing commercial airplane. Due to Jeju Air’s tight flight schedule, the transfer of the aircraft was required to be arranged within one week from the start of negotiations as to contract terms. This is the fifth Boeing aircraft acquisition on which the firm has advised Jeju Air, with the new airplane expected to fly the international route to Japan. Senior foreign counsel Christopher Cho also led the deal.

In addition, Yulchon has advised Lotte Shopping on the acquisition of GS Retail’s discount store and department store businesses. The transaction, valued at KRW1.34 trillion (US$ 1.18b), enables Lotte Shopping to ensure its leading position in the department store business, and establishes an important foundation to catch up with two leading enterprises in the discount store business, namely E Mart and HomePlus. The acquisition is still subject to the approval of the Korea Fair Trade Commission. Senior partner Hee Woong Yoon and partner Jin Kook Lee led the firm’s advisory team.

Finally, Yulchon has represented shareholders selling a combined 43 percent stake in Daol Trust (formerly Daol Real Estate Trust), a real estate trust business, to Hana Financial Group. The firm’s advisory team was led by partners Hee Woong Yoon and Won Il Sohn.

Deals – 25 March 2010

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Allens Arthur Robinson has advised Illawarra Retirement Trust (IRT), Australia’s largest not-for-profit community-based retirement living and aged care provider, on its acquisition of ‘The Links Seaside’ high rise retirement village and aged care facility in Wollongong from Horizon Living. One of the largest single purchases of a combined retirement village and aged care facility in Australia in recent times, the transaction involved complex compliance requirements under the Aged Care Act 1997(Comth) and the recently amended Retirement Villages Act 1999 (NSW). Partners Mark Stubbings, Tom Story, Alan Maxton, and Ross Stitt led the deal.

Allens Arthur Robinson has also acted for world leading mining and resources group Rio Tinto on its non-binding memorandum of understanding (MoU) with Aluminium Corporation of China (Chinalco), one of China’s largest aluminium companies. The MoU covers the development and operation of the Simandou iron ore project in Guinea. Rio Tinto owns 95 percent of the project, with the remaining five percent owned by the International Finance Corporation, the World Bank’s financing arm. Under the MoU, Rio Tinto’s interest in the Simandou project will be held in a new joint venture, in which Chinalco will acquire a 47 percent interest valued at approximately US$1.35 billion on an earn-in basis through sole funding of development expenditure. Once Chinalco has paid its obligation, the Rio Tinto and Chinalco effective interests in the Simandou project will be 50.35 percent and 44.65 percent, respectively. Partner Scott Langford led the advisory team. Baker & McKenzie advised Chinalco, led by Beijing partners Stanley Jia and Andrew Lucas.

Allen & Gledhill LLP has advised Jardine Strategic on Singapore law in respect of its tender offer to repurchase almost 14 million of its ordinary shares, representing approximately 1.3 percent of the company’s issued share capital, at a cost of up to US$250 million. Jardine Strategic is primarily listed on the London Stock Exchange and has secondary listings on the SGX-ST and the Bermuda Stock Exchange. Partners Lim Mei and Hilary Low led the firm’s advisory team.

Allen & Gledhill LLP has also advised euNetworks Group Limited in respect of the launching of its renounceable partially underwritten rights issue of approximately S$86.5 million (US$61.5m) in aggregate principal amount of zero coupon mandatory convertible bonds due 2013. CIMB Bank Berhad (Singapore Branch) acted as sponsor and manager whilst CIMB-GK Securities Pte Ltd was the underwriter for the rights issue. The transaction is the first ever renounceable rights issue of convertible bonds by a company listed on Catalist. Partners Steven Lo, Rhys Goh and Glenn David Foo led the transaction.

AZB & Partners is advising KKR Mauritius PE Investments II Ltd (KKR) in respect of its subscription to a combination of compulsorily convertible debentures in Coffee Day Resorts Private Limited (CDRPL). The deal forms a part of a financing round of over US$200 million in CDRPL and is one of the largest recent investments by private equity in an unlisted entity. CDRPL, through itself and its subsidiaries, runs a host of businesses-like resorts and IT parks, in addition to the coffee chain Café Coffee Day. The transaction was signed on 12 March 2010 and is expected to be completed by the end of this month. Partner Darshika Kothari leads the transaction.

AZB & Partners has also acted as domestic legal counsel to The India Cements Limited, South India’s largest cement producer, in respect of it qualified institutional placement of equity shares aggregating to approximately INR3 billion(US$66m), in accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The placement was launched on 8 March 2010 and closed on 15 March 2010. Partner Srinath Dasari led the transaction.

In addition, AZB & Partners has advised Daimler AG (Daimler) in respect of the sale on the screen-based trading platform of the Bombay Stock Exchange Limited of Daimler’s shares, numbering approximately 25 million, in Tata Motors Limited. Citigroup Global Markets India Private Limited acted as placing agents. The deal was valued at approximately US$396 million. Partners Abhijit Joshi and Shuva Mandal led the transaction.

AZB & Partners has also advised AVB Finance Private Limited (AVB) in respect of its agreement with Diwan Chand Medical Services Private Limited (Diwan Chand) and its shareholders to initially acquire 76 percent of the shares of Diwan Chand and to acquire the balance of 24 percent after 5 years. AVB is owned by the Burman family which promotes Dabur, the fourth largest FMCG company in India. Diwan Chand provides advanced radiology and imaging services and, through its subsidiaries, is also a pioneer in the field of tele-radiology. Partner Anil Kasturi led the transaction.

AZB & Partners is also advising Tata Teleservices (Maharashtra) Limited (Tata Teleservices), Wireless TT Info Services Limited (TT Info) and 21st Century Infra Tele Limited (Infra Tele) in respect of the acquisition by TT Info of 100 percent of the shareholding of Tata Teleservices in Infra Tele, by way of a share purchase agreement. The deal, which was signed on 18 March 2010 and is expected to be completed within one month from that date, is valued at approximately US$280 million. Partners Abhijit Joshi and Vaishali Sharma led the transaction.

Finally, AZB & Partners is advising Fortis Healthcare Limited India (FHL) in respect of its acquisition, through its subsidiary Fortis Global Healthcare (Mauritius) Limited, of approximately 24 percent of the equity shareholding in Parkway Holdings Limited Singapore, through purchase of shares from Texas Pacific Group Capital. The deal, which has yet to be closed, is valued at approximately US$685 million. Partners Hardeep Sachdeva and Ajay Bhal are leading the transaction. Rajah & Tann LLP is advising Fortis Global Healthcare (Mauritius) Limited, with partners Goh Kian Hwee, Evelyn Wee and Kala Anandarajah leading that firm’s advisory team.

Baker & McKenzie has advised the PRC’s third largest national oil company, China National Offshore Oil Corporation Limited (CNOOC), in respect of its joint venture with Bridas Energy Holdings Limited (BEH) for a cash consideration of approximately US$3.1 billion. Bridas, the joint venture company, is currently a wholly owned subsidiary of BEH. Upon completion of the transaction, CNOOC and BEH each will hold a 50 percent interest in Bridas and will jointly make management decisions. Bridas undertakes oil and gas exploration and production activities in Argentina, Bolivia and Chile. Completion of the transaction is conditional on PRC regulatory approvals, and is expected to take place in the first half of 2010. The firm’s advisory team was led by Beijing partners Stanley Jia and Bee Chun Boo.

Baker & McKenzie has also acted for Hong Kong’s Equal Opportunities Commission (EOC) in securing a favorable verdict in an action brought against the EOC by a former senior employee concerning gender and disability bias. This was an unusual case considering that the Plaintiff, a former director of EOC’s Gender Division, sued the very organization established to eradicate discrimination in Hong Kong. In the judgment dated 11 February 2010, Judge David Lok dismissed all of the claims made by the Plaintiff against the EOC, as well as against its former Chairperson and Chief Executive. The firm’s team was led by Diana Purdy-Tsang, special counsel in the firm’s Dispute Resolution group.

Finally, Baker & McKenzie has advised Australia’s leading contract office supplier Corporate Express Australia Limited (Corporate Express) in respect of the recommended takeover by Staples Inc, the world’s largest office products company. Staples Inc has offered to acquire all of the issued shares in Corporate Express that it does not already own, for an offer consideration that values Corporate Express at approximately A$1 billion (US$915.4m). The offer is subject to a number of conditions, including confirmation by an independent expert that the offer is fair and reasonable to the non-Staples Inc shareholders, and the approval of the Foreign Investment Review Board. Partners Ben McLaughlin and Hal Lloyd of the firm’s Sydney M&A practice are advising Corporate Express, while partner Tim Sherman together with KPMG Tax (Grant Wardell-Johnson) provide tax advice. Corrs Chambers Westgarth is advising Staples Inc.

Clifford Chance has advised Wind Energy Holding Company Limited and its joint venture partner, Ratchaburi Electricity Holding Public Company Limited, as sponsors of a series of wind turbine supply and services agreements with Siemens. The agreements cover three projects with a total capacity of approximately 240 MW which, when constructed, will be the first and largest wind energy project in Thailand. Counsel Joseph Tisuthiwongse led the firm’s advisory team.

Induslaw has represented Helion and Foundation Capital in respect of their investment into Azure Power, a solar power company that generates and supplies power to utility companies across four Indian states. International Financial Corporation (IFC) clean tech fund also invested in Azure Power, along with equal contributions by the two other investors. The deal represents IFC’s first ever clean technology investment in South Asia. Partner Suneeth Katarki led the transaction.

K&L Gates LLP has advised ICBC International Capital Limited as underwriter in the initial public offering of Chu Kong Petroleum & Natural Gas Steel Pipe Holdings Limited (Chu Kong Petroleum) on the Hong Kong Stock Exchange. A manufacturer of steel pipes in the PRC, Chu Kong Petroleum made 30 million shares, or 10 percent of the company’s global offering, available on the Hong Kong exchange. The firm’s advisory team was led by Hong Kong partner Navin Aggarwal.

Khaitan & Co has acted as the domestic legal advisor to Usha Martin Limited in relation to the qualified institutional placement (Regulation S) of up to 54.5 million equity shares. The total amount raised through the placement was US$100 million. The transaction was led by partner Vibhava Sawant.

In addition, Khaitan & Co is advising Babcock & Wilcox Power Generation Group Inc (USA) (B&W) in relation to a proposed joint venture with Thermax Limited which will engineer, manufacture and supply sub-critical boilers over 300 MW and supercritical boilers for the Indian power sector. The deal involved the acquisition of a 49 percent equity shareholding in the joint venture company by B&W for about US$85 million. Partner Kalpana Unadkat leads the transaction.

Finally, Khaitan & Co has advised Rabo Equity Advisors Private Limited in relation to the acquisition of a stake in Global Green Company Limited (GGCL), a multinational food company with a worldwide presence across the retail, food service and industrial sectors. GGCL India is a part of the Avantha Group, one of India’s largest business conglomerates. The transaction involved acquisition of a 21.8 percent stake in GGCL by purchase of cumulative compulsorily convertible preference shares for approximately US$10 million. The transaction was led by Partner Bharat Anand.

Kim & Chang has advised Eastman Chemical Company (ECC) and its joint venture company Eastman Fibers Korea Limited (Eastman Fibers) – in which ECC holds an 80 percent stake alongside SK Chemicals (which holds the remaining 20 percent stake) – in respect of Eastman Fibers’ purchase of all assets related to SK Chemicals’ acetate tow manufacturing business. The total value of the purchase was approximately US$109 million. Partner Sung-Joo Yoon led the transaction.

Kim & Chang has also advised the Faurecia Group (FG) in respect of an intra-Faurecia Group merger between Faurecia Emissions Control Systems Korea Co Ltd (FECSK), a Korean company owned by Faurecia SA, and its wholly owned subsidiary, Faurecia Exhaust Systems Korea (FESK). The surviving entity of the merger, which did not involve the issuance of new shares, was FECSK. To facilitate the merger, FECSK acquired 100 percent stake in FESK from other FG companies and injected capital in FESK. Partners Philipe Li and Byung-Do Lee led the transaction.

Finally, Kim & Chang has advised Inverness Medical Innovations Inc (Inverness), a global leader in rapid point-of-care diagnostics, in respect of its two cash tender offers for shares of Standard Diagnostics (SD), a leading innovator of rapid diagnostics based in Korea. The transaction resulted in Inverness acquiring 72.45 percent of the issued shares of SD for an aggregate price of KRW 231.8 billion (US$203.6m). Moreover, Inverness entered into a shareholders agreement with Dr. Young-Shik Cho, SD’s founder, CEO and second largest shareholder. M&A practice group partner Jong-Koo Park led the firm’s advisory team.

Lexygen has acted as Indian investor counsel to a consortium – comprising Morgan Stanley Infrastructure Partners, General Atlantic, Goldman Sachs, Norwest Venture Partners and Everstone Capital – which has invested US$425 million into Asian Genco Pte Ltd (AGPL), an infrastructure company with diversified assets in power generation and engineering services. The transaction is the largest private equity investment in the Indian power sector and one of the largest private equity deals in the Indian market to date. Lexygen’s team included Smita Sharma, Madhumita Sangma, Amit Vyas and Vijay Sambamurthi. Led by partner Low Kah Keong, WongPartnership LLP acted for AGPL in respect of the transaction, which is aimed at launching AGPL as one of the leading power generation platforms in India. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to General Atlantic LLC, with corporate partners Matthew W Abbott, John E Lange, Dale M Sarro and tax partner Richard J Bronstein involved. Finally, Davis Polk & Wardwell LLP also advised the consortium of investors and Morgan Stanley Infrastructure Partners as the lead investor, with Hong Kong partners Kirtee Kapoor and Mark J Lehmkuhler and New York partner Harry Ballan advising.

Rajah & Tann LLP is advising Gallant Venture Ltd in respect of its acquisition of an interest in a special purpose vehicle with rights to acquire prime property in Lao Xi Men in Shanghai, which has a gross development value exceeding S$1.7 billion (US$1.2b). The deal involved: (a) a US$202.5 million investment in Notes with Warrants in the SPV; (b) a US$142.5 million acquisition of the holding company of the Shanghai property; (c) related financing from Standard Chartered for the investment, valued at approximately US$262 million; and (d) restructuring of banking facilities, totaling approximately US$179.5 million, extended to the holding and project company-owner of the Shanghai property. Partners Goh Kian Hwee, Serene Yeo, Ng Sey Ming, Jan Tan and Grace L Chia led the firm’s advisory team.

Rajah & Tann LLP is also acting for Singapore Exchange-listed investment holding company Hwa Hong Corporation Limited and its wholly owned subsidiary, Hwa Hong Capital (Pte) Limited (Hwa Hong Capital), in the sale of all the issued shares in the share capital of Singapore-incorporated general insurance company Tenet Insurance Company Ltd to Sompo Japan Insurance Inc, for a cash consideration of S$95 million (US$67.6m). Partners Goh Kian Hwee and Lawrence Tan led the firm’s advisory team. CIMB Bank Berhad acts as the financial advisers to Hwa Hong Corporation Limited.

Slaughter and May has acted for YTL Corp Finance (Labuan) Limited (YTL Finance) and YTL Corporation Berhad (YTL Berhad) in respect of the issue by YTL Finance of US$350 million 1.875 percent guaranteed exchangeable bonds due 2015, with an upsize option of up to a further US$50 million of bonds. The bonds are exchangeable into ordinary shares of, and are fully guaranteed by, YTL Berhad. Listed on the Singapore Stock Exchange on 19 March 2010, an application will be made to list the bonds on the Labuan International Financial Exchange. YTL Berhad, whose shares are listed on the Main Board of Bursa Securities in Malaysia, and the Tokyo Stock Exchange, is the holding company of an international group of companies involved in integrated infrastructure development and consultancy and advisory services. Hong Kong partner Neil Hyman led the firm’s advisory team.

Stamford Law Corporation has advised Singapore Exchange Main Board-listed Ying Li International Real Estate (Ying Li) in respect of the company’s S$200 million (US$142 m) senior unsecured convertible bond offering. The offering is the first 5-year convertible bond issued in Singapore in 2010 which attracted interests from global investors. JP Morgan (SEA) Limited was the sole bookrunner and lead manager for the transaction, which marked another landmark fund-raising by Ying Li for development in the rapidly growing area of Chongqing in the PRC. Amongst other things, the proceeds will be used to finance new land acquisitions in the prime Central Business District area of Chongqing and for the commencement of developments on the Lu Zu project. Director Soh Chun Bin led the transaction.

WongPartnership LLP has acted for Singapore Airport Terminal Services (SATS) in respect of its establishment of a new S$500 million (US$357m) multicurrency medium-term note programme. This is the second debt issuance programme established by SATS and the first since Singapore Airlines Limited’s divestment of its entire shareholdings in SATS. Partner Hui Choon Yuen led the transaction.

WongPartnership LLP has also acted for Asian Genco Pte Ltd (AGPL), an infrastructure company which has investments in Indian power generation assets and engineering services businesses, in relation to the US$425 million investment commitment by a consortium of global investors including Morgan Stanley Infrastructure Partners, General Atlantic LLC, Goldman Sachs Investment Management, Norwest Venture Partners and Everstone Capital. The transaction is aimed at launching AGPL as one of the leading power generation platforms in India. The financing represents the largest equity transaction in the Indian power sector to date, and the largest Indian private equity transaction since 2008. Partner Low Kah Keong led the transaction.

Deals – 1 April 2010

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Allen & Gledhill LLP has advised CIMB Bank Berhad (CIMB) in respect of the issuance by Citydev Nahdah Pte Ltd of S$50 million 3.565 per cent Trust Certificates (the Series 002 Certificates) under its S$1 billion Islamic Trust Certificate Programme. The issue of the Series 002 Certificates, associated with the Shariah principle of Ijarah, is lead-managed by CIMB. The transaction marks the second issue of sukuk pursuant to the Islamic Trust Certificate Programme, which was established in November 2008. Partners Yeo Wico, Magdalene Leong, Chew Mei Choo and Serena Choo advised.

Allen & Gledhill LLP has also advised Singapore Post Limited (SingPost) in relation to the company having priced its S$200 million 3.50 percent notes due 2020, which are intended to be issued on 30 March 2010. The notes are to be listed on the Singapore Exchange Securities Trading Limited. DBS Bank Ltd (DBS) and UBS AG, Singapore branch are the joint lead managers for the issue. DBS is also the paying agent for the issue, with DBS Trustee Limited is the trustee. Partner Margaret Chin led the firm’s advisory team in advising SingPost, whilst partner Au Huey Ling advised the joint lead managers, the trustee and the paying agent.

In addition, Allen & Gledhill LLP has advised The Media Development Authority of Singapore (MDA) in relation to its joint establishment with Hong Kong-based Salon Films Group – whose Hollywood credits include ‘Crouching Tiger, Hidden Dragon’ – of a S$100 million (approx US$71.5m) multi-tranche Integrated Media Fund. Drawdowns on the fund will be by qualifying green-lighted projects aimed at developing cross-platform Asian content for broadcast and mobile. Partner Daren Shiau advised.

Furthermore, Allen & Gledhill LLP has advised PT Bakrieland Development Tbk (Bakrieland) which has, through its wholly-owned Singapore-incorporated subsidiary BLD Investments Pte Ltd, issued US$155 million guaranteed equity-linked bonds due 2015. The equity-linked bonds are convertible into ordinary shares of, and are guaranteed by, Bakrieland. Credit Suisse (Singapore) Limited acted as placement agent for the issue. Partner Glenn Foo led the firm’s advisory team.

Finally, Allen & Gledhill LLP has advised Temasek Financial (I) Limited (TF) in relation to its having completed offerings, under its US$10 billion Guaranteed Global Medium Term Note Program (program), of the following: S$1 billion 3.265 percent Guaranteed Notes due 2020, S$500 million 3.785 percent Guaranteed Notes due 2025, and S$500 million 4.0475 percent Guaranteed Notes due 2035. The firm also advised Temasek Holdings (Private) Limited (Temasek), which unconditionally and irrevocably guaranteed the issued notes. The issuances marks the third, fourth and fifth issuances of Singapore dollar-denominated Guaranteed Notes by TF under its program. Partners Yeo Wico, Andrew Chan, Sunit Chhabra and Glenn Foo advised both TF and Temasek.

Allens Arthur Robinson has advised CBA Institutional Equities (CBA) as the sole lead manager and underwriter of MMC Contrarian Limited’s (MMC Contrarian) capital raising announced on 26 March 2010. The capital raising, valued at A$135 million (US$124m), is fully underwritten by CBA Institutional Equities. The proceeds will be used by MMC Contrarian to fund part of the A$195 million (US$179m) purchase price for its acquisition from Bupa Australia of MBF Life (a niche life insurance business) and ClearView (a financial advisory and services business). MMC Contrarian expects that the acquisition will transform the company into a highly focused life insurance and wealth management business with excellent distribution capabilities. The placement is conditional on MMC Contrarian shareholders approving the issue of shares under the placement and the acquisition of MBF Life and ClearView. Partner and co-head of Equity Capital Markets Robert Pick led the firm’s advisory team.

Allens Arthur Robinson has advised ALE Property Group (ALE), Australia’s largest listed freehold owner of pubs, on its announced offer of unsecured notes through which it intends to raise approximately A$100 million (US$91.8m). To be known as ALE Notes 2, the offer is an important component of ALE’s capital structure, forming part of its broader capital management initiatives targeted at reducing overall gearing and lengthening the average term of its debt facilities. Partners Stuart McCulloch and Matthew Allchurch led the firm’s advisory team.

AZB & Partners has advised Cable Corporation of India Ltd (CCI) in respect of the sale of its 49 percent shareholding in SEI Cable Accessories (India) Private Limited (SCAIL) to its joint venture partner Sumitomo Electric Industries Ltd, a Japanese company which held the remaining 51 percent stake in SCAIL. The transaction, which was completed on 23 February 2010, was valued at approximately US$100,000. Partner Bahram Vakil led the transaction.

AZB & Partners has also advised ABG Shipyard Limited, India’s premier ship manufacturing and repair company, in respect of the sale of its 3 percent shareholding in Great Offshore Limited – India’s prominent integrated offshore oilfield services provider – to Bharati Shipyard Limited. Bharati Shipyard is the leading privately operated shipyard in India, in terms of building facilities. The transaction, which was valued at approximately US$11 million, was led by partners Shuva Mandal and Essaji Vahanvati.

In addition, AZB & Partners has advised SKIL Infrastructure Limited in respect of its joint agreement with SKIL Shipyard Holding Private Limited to acquire approximately 19.5 percent of the issued share capital of Pipavav Shipyard Limited. The acquisition, from Punj Lloyd Limited, was agreed upon for a total consideration of approximately US$310 million. The transaction’s completion is scheduled for two tranches: the initial phase was completed on 27 March 2010, whilst the second part is subject to the satisfaction of certain agreed precedent conditions. Partner Essaji Vahanvati led the transaction.

Finally, AZB & Partners has advised Reliance Industries Limited (RIL) in respect of the establishment of a 50:50 joint venture company between RIL and US-based sports marketing and management company IMG. The joint venture company, which will be named IMG Reliance Pvt Ltd, will create and operate sports and entertainment properties in India and develop a “world-class” sports coaching infrastructure for the country. The deal, which was publicly announced on 14 March 2010, is expected to close within seven days upon completion of agreed precedent conditions. Partner Shuva Mandal led the transaction.

Baker & McKenzie has advised EQT Greater China II (EQT) in respect of the acquisition of a co-controlling stake in Japan Home Centre (JHC), a leading discount houseware retail chain with more than 200 directly owned stores in Hong Kong and approximately 80 overseas franchised stores in the Philippines, Malaysia, Dubai, Australia and Saudi Arabia. EQT has gained a 40 percent ownership in JHC while the company’s two founders, Peter Lau and Lisa Ngai, have together retained a 60 percent stake. In 2009, JHC had sales of more than US$100 million. EQT is part of a group of private equity funds with operations in Northern and Eastern Europe, Asia and the US that have raised approximately €13 billion (US$17.6b) since 1994 and invested some €7 billion (US$9.5b) in more than 70 companies. The firm’s advisory team was led by Hong Kong partners Cheung Yuk Tong and Tracy Wut.

Baker & McKenzie has also advised MMC Contrarian Limited (MMC), a diversified financial services company which has grown through acquisitions to become a leading provider of independent financial advice in the Australian market, on the A$135 million (approx US$123.7m) capital raising it announced on 26 March 2010. Fully underwritten by Commonwealth Securities Limited, the capital raising will further enhance MMC’s market offering by funding its $195 million acquisition from Bupa Australia of the life insurance business of MBF Life and the ClearView Retirement Solutions business. Partner Guy Sanderson led firm’s team in advising on the capital raising.

Clifford Chance has advised Pioneer Corporation, a major global car and home electronics product manufacturer, on its JPY30.5 billion (US$326.6m) international equity offering. Deutsche Bank acted as lead manager. Partner Reiko Sakimura led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised the consortium of underwriters – led by Credit Suisse Securities (Europe) Limited (Seoul Branch) and JPMorgan Securities (Far East) Limited (Seoul Branch) in respect of a global IPO by Korea Life Insurance (KLI) of more than 217 million common shares valued at approximately KRW1.8 trillion (US$1.6b). KLI is the oldest and the second-largest (in terms of assets and gross premiums) Korean life insurance company. The common shares were listed on the Korea Exchange and were offered through a registered public offering in Korea and placed under Section 4(2), Rule 144A and Regulation S outside Korea. The offering constitutes the largest Korean life insurance offering and the largest Korean IPO since 2006, with approximately 50 percent of the common shares subscribed for by overseas investors. The firm’s advisory team was led by Tokyo partner Eugene C Gregor. The underwriters were also advised by Shin & Kim as to Korean law. KLI and the selling shareholders were advised by Simpson Thacher & Bartlett LLP as to US law and by Lee & Ko on Korean law.

Dorsey & Whitney has acted as Hong Kong and US counsel for SouthGobi Energy Resources Ltd (SouthGobi) in respect of its global public offering in Hong Kong, through an international private placement and a public offering in Canada. The international offering was conducted through Citigroup Global Markets Asia Limited and Macquarie Capital Securities Limited as sponsors, in conjunction with a secondary listing of the shares on the HKSE in addition to its current listing on the Toronto Stock Exchange. The Canadian offering was conducted through Citigroup Global Markets Canada Inc, Macquarie Capital Markets Canada Ltd, Genuity Capital Markets and Salman Partners Inc. The Canadian underwriters partially exercised their over-allotment option, bringing the total gross proceeds of the offering to C$463 million (US$456m). The listing was the first by a Canadian mining company on the HKSE, and the first by any Canadian company in conjunction with a share offering. David Richardson led the firm’s advisory team. The underwriters were represented by the Hong Kong office of Skadden, Arps, Slate, Meagher & Flom with a team led by Dominic Tsun.

Freshfields Bruckhaus Deringer has advised China Renaissance Capital Investment (CRCI) in respect of the IPO of Joyou AG (Joyou), the Chinese manufacturer of bathroom, kitchen and sanitary accessories. Joyou’s shares are being initially traded on the Frankfurt Stock Exchange (Prime Standard) from 30 March. The placement price for the shares was €13 (US$17.60) with an opening price of €14.75 (US$20). The issuing volume amounts to €105 million (US$142m). CRCI is a leading investment company headquartered in Hong Kong and Joyou’s largest independent shareholder. The offering marks the fourth IPO of a Chinese company on the German stock market. Partners Dr Heiner Braun and Dr Martin Schiessl led the firm’s advisory team.

Freshfields Bruckhaus Deringer has also acted as Hong Kong and US counsel to Zhongsheng Group Holdings Limited (Zhongsheng) on the pre-IPO investment by General Atlantic, and on Zhongsheng Group’s subsequent US$370 million IPO and listing on the Hong Kong Stock Exchange. Zhongsheng, which has a market capitalisation of US$2.4 billion, is a leading national automobile dealership group in China. The transaction marks the first PRC owned and operated car distributor to be listed on the HKSE. The firm’s advisory team was led by Beijing managing partner Chris Wong and Hong Kong-based US partner Calvin Lai. The underwriters of the IPO, Morgan Stanley, UBS and BOCI Asia, were advised by Clifford Chance with partner Amy Lo leading that firm’s advisory team.

Finally, Freshfields Bruckhaus Deringer is acting for China Sci-Tech Holdings Limited (to be re-named as CST Mining Group Limited) on a number of transactions in the mining sector worth a combined total of US$1.4 billion. The transactions, which were led by global co-head of equity capital markets and Hong Kong managing partner Kay Ian Ng, are:

• The US$235 million acquisition of a Toronto-listed company, Chariot Resources Limited (Chariot), whose primary asset is the Mina Justa Project, a copper mine in Peru;
• The US$120 million acquisition of Cape Lambert Lady Annie Exploration Pty Ltd (Cape Lambert), a copper mine project in Australia;
• The placing of US$800 million shares to finance the acquisition of Chariot and its development costs; and,
• The placing of US$200m shares to finance the acquisition of Cape Lambert and for working capital purposes.

Kim & Chang has advised Consus Asset Management, one of the general partners of private equity fund KDB Consus Value PEF (KDB), in relation to KDB successfully completing an acquisition of a 65.6 percent stake in Kumho Life Insurance Co Ltd on 12 March 2010. The transaction was undertaken through the acquisition of new and existing shares from Kumho Asiana Group for a total of KRW 480 billion (approx US424.48m). KDB is jointly managed by Korea Development Bank and Consus Asset Management Co Ltd. Partners Jong Ku Park and Dong Youn Kim were involved.

Latham & Watkins has represented Trina Solar Limited (Trina Solar), a China-based manufacturer of solar power products, in respect of its follow-on offering of approximately 9 million American depositary shares, representing more than 454 million ordinary shares, on the New York Stock Exchange. Trina Solar raised approximately US$184 million in the offering and became the first US -listed solar power company to raise capital in the equity markets this year. The offering was completed on March 24, 2010. Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) LLC and Barclays Capital Inc acted as bookrunners for the offering. The firm’s advisory team was led by corporate partner David Zhang.

Mallesons Stephen Jaques has acted for Nestlé Australia’s Purina PetCare division in respect of its acquisition of the KraMar pet accessories business. The transaction is expected to close within one month. Prior to the sale, the KraMar business was majority owned by AMP Private Equity funds, together with founder Ed Kreamar. The firm’s advisory team included partners Katrina Rathie and Michael Barker.

Orrick, Herrington & Sutcliffe LLP has advised Nippon Soda Co Ltd (Nisso) in its acquisition of the Tebufenozide insecticide business of Dow AgroSciences, a wholly owned subsidiary of The Dow Chemical Company. The transaction was completed on 30 March, with Nisso to begin selling tebufenozide insecticide and its formulations globally from 1 April 2010. This significant acquisition will further strengthen Nisso’s global market position while allowing Dow AgroSciences to focus on other priorities in its agriculture chemical and biotechnology product portfolios. A team of Japan and US-qualified M&A lawyers from the firm’s Tokyo office, led by partner Mark Weeks, advised.

Stamford Law Corporation has advised Singapore Exchange Mainboard-listed TEE International Limited (TEEI) – a provider of specialised engineering services – and TG Development Pte Ltd (TG) on the entry into a Joint Development Agreement (JDA) between TEEI’s wholly-owned subsidiary, TEE Development Pte Ltd (TEE), with TG and TG Capital Management Pte Ltd (the Development Manager). The parties have agreed to jointly collaborate and undertake the development of properties located at Cairnhill Circle in Singapore into an upper-middle range residential condominium for sale. TEE and TG have agreed pursuant to the JDA to become co-developers in this exercise, and to own all rights, titles and interests (with 27 percent and 73 percent stakes respectively). Directors Susan Kong and Bernard Lui advised.

Stamford Law Corporation is also advising UK-based Global Invacom Holdings Limited, the holding company of Global Invacom Limited (GIL), in GIL’s S$10.5 million (US$7.5m) acquisition of a 52.41 percent share of the total issued shares of Singapore Exchange Mainboard-listed Radiance Group Limited (Radiance), from Thumb (China) Holdings Group Limited. GIL is one of the largest manufacturers of satellite and cable peripherals in the world while Radiance provides Electronics Manufacturing Services in the satellite communications and computer peripherals industries. The synergy is expected to provide more opportunities for GIL to further differentiate itself by means of increased control over Radiance’s supply chain, improved supply chain coordination and sharing of costs. Director Yap Lian Seng led the transaction.

Stephenson Harwood has advised CSF Group plc (CSF Group) on its initial public offering on the Alternative Investment Market (AIM) of the London Stock Exchange, which went live on 22 March 2010. The IPO raised £28 million (US$42.5m) and enabled CSF Group to achieve a market capitalisation of just under £90 million (US$136.7m) on flotation. CSF Group, a data centre specialist based in Malaysia, intends to use the funds to expand its operations into Thailand, Vietnam and more broadly across South East Asia, where there is a shortfall in data centre capacity. Partner Matthew Gorman led the transaction.

White & Case LLP has advised Richard Li’s Hong Kong-based Pacific Century Group (PCG) in respect of the closing of its purchase of AIG’s investment advisory and asset management business. The worldwide deal closed in New York on 26 March 2010. The New York-based AIG Investments operates in 32 countries and manages approximately US$87 billion of investments for institutional and retail clients. PCG’s current interests are focused in infrastructure, property, satellite communications and other investments in the Asia-Pacific region across Singapore, Hong Kong and Japan. The firm’s advisory team was led by partners Steve Teichman and John Hartley.

WongPartnership LLP has acted for Citigroup Global Markets Singapore Pte Ltd and Goldman Sachs (Singapore) Pte as the placing agents in the sale of 115 million ordinary shares of Noble Group Limited (Noble) – at a placing price of S$3.10 (US$2.22) – by Lexdale International Limited, a company owned by Noble Vice-Chairman Harindarpal Singh Banga and his wife. The placement, which raised S$365.5 million (US$261.3m), was the first ever sale of shares in Noble by Banga. Partners Raymond Tong and Karen Yeoh led the transaction.

WongPartnership LLP has also acted for Cal-Comp Electronics (Thailand) Public Company Limited (Cal-Comp) in respect of its acquisition of 53.08 percent of the total issued share capital of Avaplas Ltd (Avaplas) from Arrk Corporation, a company incorporated in Japan. The firm also advised on Cal-Comp’s mandatory unconditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of Avaplas other than those already owned, controlled or agreed to be acquired by Cal-Comp. Partner Ng Eng Leng led the transaction.

In addition, WongPartnership LLP has advised Hup Soon Global Corporation Limited (HSGC) in respect of its listing obligations under the Listing Manual of the Singapore Exchange regarding the acquisition by HSG Investments Pte Ltd (HSGI), a wholly-owned subsidiary of HSGC, of ordinary voting shares in the issued and paid up capital of Tai Kwong Yokohama Berhad (Tai Kwong Yokohama). The firm also advised on the subsequent mandatory take-over offer by HSGI to acquire the remaining shares of Tai Kwong Yokohama – an automotive battery manufacturer listed on the Kuala Lumpur Stock Exchange – not already owned by HSGI. Partner Mark Choy advised on the matter.

Finally, WongPartnership LLP has acted for the Singapore Institute of Technology in respect of its collaboration with five foreign universities, including the University of Nevada in Las Vegas and the Culinary Institute of America, to offer degree courses through the Singapore Institute of Technology. Partners Vivien Yui and Elaine Chan advised on the matter.

Deals – 16 April 2010

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Allens Arthur Robinson has acted for LaSalle Investment Management (LaSalle), one of the world’s leading real estate investment managers, in respect of its investment of a 25 percent interest in the proposed 42-storey premium-grade office tower development in Sydney. The project, which is to be developed and built by Grocon Developments, will be 50 percent owned by a combined LaSalle/Grocon entity whilst the remaining 50 percent share will be owned by GPT Wholesale Office Fund. The transaction comes at a time when the major players in the real estate industry are again starting to invest and develop in the Sydney office market following the global financial crisis. The firm’s advisory team was led by real estate partner Mark Stubbings.

Allens Arthur Robinson has also advised the consortium of financiers on the development, construction and operation of the Collgar Wind Farm in Western Australia. The consortium was made up of ANZ, Commonwealth Bank of Australia, National Australia Bank, WestLB, Westpac and Danish export credit agency EKF. The 206MW wind farm will provide clean, renewable electricity to the Western Australian power grid under a 15-year power and green credits purchase agreement with Synergy. Partner Phillip Cornwell led the transaction. Freehills acted for the sponsor and the borrower whilst Minter Ellison acted for equity investors UBS and REST.

Finally, Allens Arthur Robinson has acted for Origin Energy Limited (Origin), one of Australia’s leading integrated energy companies, on the execution of new bank debt facilities valued at A$2.6 billion (US$2.4b). The new facilities will be used to refinance existing facilities that mature in financial years 2010 and 2011. Partner Alan Maxton led the transaction. Mallesons Stephen Jaques acted for the banks.

Allen & Gledhill LLP has advised Golden Concord Asia Limited (GCAL), an investment unit of the Lippo Group, in respect of its availment of a US$410 million term loan facility from Raiffeisen Zentralbank Oesterreich AG, Singapore Branch to finance the acquisition of, inter alia, an additional stake in Singapore Stock Exchange-listed Overseas Union Enterprise Limited. The acquired stake was previously beneficially held by Usaha Tegas Sdn Bhd, a Malaysian conglomerate with interests in telecommunications, media, power and gaming. Partner Lim Wei Ting led the advisory team.

Allen & Gledhill LLP has also advised Arrk Corporation (Arrk) in respect of its sale and purchase agreement with Cal-comp Electronics (Thailand) Public Company Limited (Cal-comp) for the sale of 132.46 million issued and fully paid-up shares of Avaplas Ltd (Avaplas), representing approximately 53.08 percent of the total issued share capital in that company. The transaction, valued at approximately S$13.2 million (US$9.6m), was completed on 23 March 2010. Avaplas is listed on the Catalist of the Singapore Exchange Securities Trading Limited. Pursuant to its acquisition, Cal-comp has made a mandatory offer for the entire share capital of Avaplas in accordance with the Singapore Code of Takeovers and Mergers. Partners Lee Kim Shin and Lee Kee Yeng led the firm’s advisory team.

In addition, Allen & Gledhill LLP has advised Ascendas Funds Management (S) Limited, the manager of Ascendas Real Estate Investment Trust (A-REIT), and Ruby Assets Pte Ltd (Ruby) in respect of the issuance by Ruby of S$300 million (US$218.34m) exchangeable collateralised securities due 2019, which are exchangeable into new A-REIT units. This is the first ever issue of exchangeable collateralised securities exchangeable for units in a Singapore REIT. The securities have been assigned a “AAA” rating by Standard & Poor’s Rating Services and a “Aaa” rating by Moody’s Investors Service. Partner Margaret Chin led the firm’s advisory team.

Moreover, Allen & Gledhill LLP is acting as Singapore law adviser to ARA Asset Management (Singapore) Limited as manager of Fortune Real Estate Investment Trust (Fortune REIT), in respect of the current dual primary listing of Fortune REIT on the Hong Kong stock exchange by way of introduction. This is the first dual primary listing of a Singapore REIT on a foreign stock exchange. Partners Jerry Koh and Chua Bor Jern are leading the transaction.

Finally, Allen & Gledhill LLP is advising CVC Capital Partners Asia Pacific III LP in respect of its purchase of a 98 percent stake in PT Matahari Department Store Tbk (MDS) – comprising 90.8 percent from PT Matahari Putra Prima Tbk and 7.2 percent from another shareholder of MDS – for approximately US$823 million. Partners Prawiro Widjaja and Lim Wei Ting led the transaction.

Appleby has acted as Cayman counsel for waste paper management services provider Fook Woo Group Holdings Limited (Fook Woo), the PRC’s largest paper recycler, in respect of its listing on the Main Board of the Hong Kong Stock Exchange on 31 March 2010. The proceeds from the global offering, which amounted to HK$1.4 billion (US$183.7m), will be used for business expansion in the PRC and Hong Kong. The firm also provided BVI legal advice to Fook Woo’s BVI subsidiaries in the transaction. The advisory team was led by Hong Kong-based corporate partner Judy Lee.

AZB & Partners has advised Tata Motors Limited (Tata Motors) in respect of its divestment of 20 percent of its shareholding in Telco Construction Equipment Co Ltd (Telcon), a joint venture company between Tata Motors and Hitachi Construction Machinery Co Ltd (Hitachi). The transaction was valued at approximately INR11.6 billion (US$250m). After the deal was completed on 30 March 2010, Tata Motors owned a 40 percent stake in Telcon, while Hitachi held the remaining 60 percent share. Partner Vishnu Jerome led the transaction.

AZB & Partners is advising Tube Investments of India Limited, a part of the Murugappa Group of companies, in respect of its acquisition of the entire 37.48 percent stake of DBS in Cholamandalam DBS Finance Limited. The deal, valued at approximately INR3.8 billion (US$83 million), will result in the Murugappa Group holding a 74.96 percent stake in the company. The deal is expected to be completed by the end of April 2010. Partners Bahram Vakil and Vaishali Sharma are leading the transaction.

Finally, AZB & Partners is advising Wireless TT Infoservices Limited (WTTIL) in respect of the agreement for the subscription by Infrastructure Finance and Development Corporation (IDFC) to 250 million cumulative redeemable optionally convertible preference shares of WTTIL. The deal, which is expected to be completed by end April 2010, is valued at approximately INR2.5 billion (US$53m). The firm also advised Tata Teleservices Limited and Quippo Telecom Infrastructure Limited, the promoters of WTIIL. Partners Abhijit Joshi and Vaishali Sharma led the transaction.

Baker & McKenzie has acted as English and Thai counsel to The Bank of Tokyo Mitsubishi UFJ Ltd, Sumitomo Mitsui Banking Corporation and Mizuho Corporate Bank LTD in respect of the US$300 million term loan agreement made with PTT Public Company Limited (PTT). PTT, a fully integrated energy and petrochemical company, will use the loan for the ongoing general corporate and capital expenditure, working capital and debt refinancing. The firm’s advisory team was led by Vit Vatanayothin in Thailand and James Huang of Baker & McKenzie.Wong & Leow, a member firm of Baker & McKenzie in Singapore.

Blake Dawson has advised PetroChina in respect of the proposed acquisition, with its joint venture partner Royal Dutch Shell, of Queensland-based Arrow Energy, an Australian listed integrated energy company with extensive interests in the coal seam gas sector. The deal, which is valued at A$3.5 billion (US$3.27b), will proceed by scheme of arrangement and is subject to shareholder and regulatory approval. This is the largest Chinese joint venture bid in Australian corporate history and the first major acquisition in Australia by PetroChina, the world’s largest company by market capitalisation. Partner Justin Shmith led the firm’s advisory team.

Blake Dawson has also advised Lihir Gold Limited (Lihir) in respect of a merger offer, by way of scheme of arrangement, by Newcrest Mining Limited (Newcrest) to acquire all of the shares in Lihir on the basis of one Newcrest share for every nine Lihir shares plus cash. The offer, valued at approximately A$9.2billion (US$8.58b), was rejected by Lihir as inadequate. Partner Philip Maxwell led the firm’s advisory team.

Clifford Chance, supported by Al-Jadaan & Partners in Saudi Arabia, has advised Bank Audi SAL – Audi Saradar Group in respect of the financing provided to The Carlyle Group for its acquisition of a 30 percent stake in General Lighting Company, Saudi Arabia’s largest lighting fixtures manufacturer and supplier. Partners Richard Ernest (Abu Dhabi) and Mohamed Hamra-Krouha (Riyadh) led the transaction. Maples & Calder Dubai, led by Tahir Jawed and Manuela Belmontes, acted as Cayman Islands local counsel whilst Hatim S Zu’bi & Partners acted as Bahrain local counsel to the banks.

Clifford Chance has also advised HKSE-listed Fufeng Group Limited (Fufeng) on its international offering of convertible bonds. China-based Fufeng is one of the world’s leading manufacturers of glutamic acid, MSG and xanthan gum. Citi and RBS were appointed as the joint lead managers for the issue of the RMB820 million (US$120m) US dollar-settled 4.5 percent convertible bonds (with an option to issue a further RMB205 million (US$30m) of bonds), due to mature in 2015. The convertible bonds are listed on the Mainboard of the Singapore Exchange. Capital markets partner Connie Heng led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised China Merchants Bank Co Ltd, the PRC’s sixth largest bank in terms of assets, in respect of its US$3.2 billion global rights offering. The offering consisted of a public offering of A shares (listed on the Shanghai Stock Exchange) in the PRC, a public offering of H shares (listed on the Hong Kong Stock Exchange) in Hong Kong, and private placements of H shares to institutional investors outside the PRC and Hong Kong, including within the United States. The transaction marks the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to US investors. UBS AG and CICC were the global coordinators of the offering. BNP Paribas, JP Morgan, Merrill Lynch and UBS were the joint lead underwriters whilst Citi was the financial adviser of the H share rights offering. The firm’s advisory team was led by James C Lin.

Davis Polk & Wardwell LLP has also advised Nasdaq-listed China Lodging Group Limited (China Lodging), a leading economy hotel chain operator in China, on its SEC-registered initial public offering of 9 million American Depositary Shares (ADS), representing 36 million ordinary shares. The underwriters fully exercised their greenshoe option to buy an additional 1.35 million ADS. The total proceeds of the offering were US$126.8 million, including the greenshoe option. Goldman Sachs and Morgan Stanley were the joint bookrunners of the offering whilst Oppenheimer & Co Inc was the co-manager. Partners Howard Zhang and James C Lin led the transaction. China Lodging was also advised by Jun He Law Offices as to matters of PRC law and by Conyers Dill & Pearman as to Cayman Islands law. The underwriters were advised by Zhong Lun Law Firm as to PRC law.

DLA Piper has advised Woori Global Markets Asia Ltd, the Hong Kong-based investment banking arm of Woori Bank, as the lead manager on the US$50 million floating rate note issuance of Fila Korea Ltd, a global leader in sportswear and footwear brands. The issuance was guaranteed by Woori Bank, one of the largest commercial banks in South Korea. Hong Kong-based partner Jae Chul Lee, who heads the firm’s Korea practice, led the transaction.

DLA Phillips Fox and its alliance firm DLA Piper have advised China Coal Import & Export Company (CCIEC) – a subsidiary of state-owned China National Coal Group Corp, the second largest coal producer in the PRC – in respect of its acquisition of a majority stake in a Queensland coal asset, and in respect of the establishment of a joint venture agreement with MetroCoal Limited (MetroCoal) that will be managed by CCIEC. Under the terms of the agreement, CCIEC has acquired a 51 percent interest in MetroCoal’s Columboola coal exploration acreage in the Surat Basin, Queensland for A$30 million (US$28m). Partners Eugene Fung and Wan Li in Shanghai advised on the deal. A team led by partner Michael Hansel of Brisbane firm HopgoodGanim acted for MetroCoal Limited.

Gide Loyrette Nouel has acted as international legal counsel to the Government of India in the further public offering of National Mineral Development Corporation Limited (NMDC) in respect of the Government of India’s divestment of approximately 8.38 percent of its 98.38 percent equity stake in NMDC via a traditional bookbuilding process. The transaction raised approximately US$2.2 billion. NMDC was the largest iron ore producer in India during the last three years and operates one of the largest diamond mines in Asia. Underwriters to the deal were UBS, Citigroup, Morgan Stanley, RBS, Edelweiss Capital Limited and Kotak Investment. Partner Chris Mead led the firm’s advisory team. Mumbai law firm Crawford Bayley, led by partner Sanjay Asher, acted as the domestic lead legal advisor.

Harry Elias Partnership LLP has acted for UK-based cross-sector real estate fund the Develica group in respect of the sale of Develica APS 100 Pte Ltd, a special purpose vehicle which owns prime office building One Finlayson Green in Singapore’s financial hub. The transaction was undertaken through the sale and purchase of existing shares from the Develica group which were pledged to Citibank under a bridge loan facility and debt restructuring for a total consideration of S$145 million (US$105.5m). Rodyk acted for the purchaser Norman Winata in respect of the incorporation of a fund for the acquisition of the property. The Harry Elias advisory team included corporate partners Claudia Teo and Moiz Tyebally and compliance partner and managing partner Philip Fong, whilst corporate partners Lim I-An and Jacqueline Loke led the firm’s team from Rodyk. Lovells acted for Citibank as lender, security trustee and trustee in the transaction. The Lovells advisory team included Neil McDonald, Alistair Fleming and Rachel Lao.

Harry Elias Partnership LLP has also acted as Singapore counsel in respect of an acquisition exercise by Schlumberger SA – a leading global oil and gas industry IT and management services provider – involving Geoservices SA, a privately owned French oilfield services company specialising in mud logging, slickline and production surveillance operations. The total value of the transaction (including net debt) is approximately S$1.07 billion (US$778.7m). Partner Claudia Teo led the advisory team.

Finally, Harry Elias Partnership LLP has advised Singapore Mainboard-listed Eagle Brand Holdings Limited (Eagle Brand) in respect of the divestment of its equity interests in key subsidiaries to a PRC state-owned assets investment management company, for a total consideration of approximately S$102 million (US$74.25m). The transaction involved five sale and purchase agreements and a capital reorganisation exercise which included a capital reduction and a capital distribution to the shareholders of Eagle Brand. The firm’s advisory team was led by corporate finance partner Claudia Teo.

Khaitan & Co has advised DQ Entertainment (International) Limited (DQE) and SBI Capital Markets Limited (SBI) in respect of the Initial Public Offering of DQE, one of the leading producers of animation and visual effects for global TV series, feature films and next-generation console games and in-game animation. The issue was oversubscribed a record 86.33 times and raised approximately US$28 million. SBI was the book running lead manager. The firm’s advisory team was led by partner Nikhilesh Panchal.

Khaitan & Co has also advised Blackstone Advisors India Private Ltd in respect of the investment of US$53.5 million by the Blackstone group in Jagran Media Network Private Limited, a private investing company owned and controlled by the individual promoters of the newspaper publishing house Jagran Prakashan Limited (JPL). The transaction was led by partners Rabindra Jhunjhunwala and Ashwin Mathew. JPL was advised by a team from Luthra & Luthra Law Offices, led by partners Vineet Aneja and S R Patnaik.

In addition, Khaitan & Co has advised Navayuga Engineering Company Limited in respect of the proposed acquisition of an 89 percent equity share in the capital of Machilipatnam Port Limited (MPL) from Maytas Infra Limited, Nagarjuna Construction Company Limited, NCC Infrastructure Holdings Limited and SREI Infrastructure Finance Limited. MPL is a special purpose vehicle created to develop a greenfield, modern, all-weather, deep-water, multi port at Machilipatnam in the Krishna District in Andhra Pradesh, India. The agreement is subject to the approval from the Government of Andhra Pradesh. Haigreve Khaitan led the transaction.

Moreover, Khaitan & Co has advised Phillips Electronics India Limited (Phillips Electronics) in respect of the amalgamation through court process of Alpha X-Ray Technologies (India) Private Limited (Alpha X-ray) and Meditronics Healthcare Private Limited (Meditronics) with Phillips Electronics. Phillips Electronics deals primarily in lighting, consumer electronics, domestic appliances, medical systems and personal care and development of embedded software applications. Alpha X-Ray manufactures cardiovascular x-ray systems in India whilst Meditronics manufactures general x-ray systems in India. This transaction involved the amalgamation and dissolving of two companies without the process of winding up. Partners Aniket Agarwal and Chakrapani Misra led the transaction.

Finally, Khaitan & Co has also advised Hospira Inc (Hospira) in respect of the acquisition of the injectable pharmaceutical business of Orchid Chemicals and Pharmaceuticals Ltd (Orchid) and the entry into long term active pharmaceutical ingredients (API) supply agreement with Orchid. Hospira is a global specialty pharmaceutical and medication delivery company, whereas Orchid produces and distributes API as well as finished dosage forms (or formulations). The total consideration was US$392.5 million. Senior partner Haigreve Khaitan led the transaction.

Kim & Chang has advised Veolia Environmental Services Asia Pte Ltd (Veolia) and Teris SAS (Teris) in respect of the sale of Eco Services Korea Co Ltd (Eco Services) to Corporation KG Ltd. Prior to the deal, which was valued at approximately KRW45.6 billion (US$41.27m), Veolia and Teris each held 50 percent of the shares of Eco Services, an unlisted waste treatment company. The deal was completed on 5 April 2010. The firm’s advisory team included Philippe Li and BD Lee.

Lovells Lee & Lee has advised Sembcorp Utilities Pte Ltd and the Oman Investment Corporation in respect of a US$1 billion construction, financing and development of an independent water and power project in Salalah, Oman. The bidding and financing occurred amid the credit crunch which affected the cost and availability of bank loans. After several months of intensive negotiation, financial close took place towards the end of last month. This is the first power and water project in the Middle East that involves funding from Chinese institutions. Singapore office partner Ken Hawkes led the transaction.

Luthra & Luthra Law Offices has acted as counsel to a consortium of banks and financial institutions in relation to the asset acquisition finance lending provided by the consortium to a special purpose vehicle set-up by one of the leading telecom tower infrastructure companies in India for an amount of over US$1.06 billion. The SPV has been setup to acquire the telecom tower portfolio of a cellular operator with nationwide operations and the financing will be used to fund the acquisition of the portfolio and to extinguish existing liabilities being transferred as part of the portfolio. The firm’s advisory team was led by partner Vijaya Rao.

Mallesons is acting as deal counsel for FirstMac Limited (FirstMac) in respect of the refinancing of the FirstMac Bond Series 2006-1C Trust. FirstMac, an Australian non-bank lender, seeks to refinance A$340 million ($315 million) of mortgage-backed securities, opting to pay a higher yield to encourage investors to take part in new sales. FirstMac wants to replace debt sold in 2006 rather than take the cheaper option of increasing the coupon. This refinancing, managed by ANZ, is being undertaken without government support and involves FirstMac agreeing to acceptable terms with investors in a distressed market. Partner Paul Smith is leading the firm’s advisory team.

Mallesons has also acted for the underwriters, UBS and Macquarie Bank, on a convertible bond issue by Western Area-based miner Western Areas NL. This deal is one of only two convertible bond deals to emerge in this space from Australia in several years. The bonds will be listed on the Singapore stock exchange and have been offered to offshore institutions in the UK, Europe and Asia Pacific. The funds raised by the bond issue will be used to pay off existing debt and position the company to proceed with various exploration and mining initiatives. The firm’s team was led by M&A partner John Sullivan.

Finally, Mallesons has advised Invista Real Estate Investment Management, the UK’s largest listed real estate fund manager, in respect of the first closing of the BOSS Partnership I LP, a new property fund with total capital commitments of approximately US$85 million. The fund is a Cayman Islands Limited Partnership with investors from the UK and the US. The seed assets are a portfolio of self-storage properties in Hong Kong and Singapore. The team was led by partners John Sullivan from the Sydney office and Hayden Flinn from Hong Kong.

Maples and Calder has acted as Cayman Islands counsel to Hairun Media & Entertainment Group Limited (Hairun) in respect of its US$25 million series A financing. Hairun is a company incorporated in the Cayman Islands that will engage in and develop the business of production of movies and television drama programmes in the PRC. The firm’s team was led by partner Anthony Webster.

Nishith Desai Associates has acted as legal and tax counsel to GoAhead Software Inc (GoAhead), a worldwide leader in commercial off-the-shelf software solutions for network equipment manufacturers, in respect of its acquisition of Avantellis from Emerson Network Power. As a result of this acquisition, GoAhead will accelerate the shift of its business model and technology strategy to an open source software model.

Ogier has acted as BVI advisor to High Win Plc Inc in respect of its admission to the Frankfurt Stock Exchange – only the second BVI company to ever be listed on this Exchange. High Win Group manufactures and sells furniture in China and Europe. The firm’s advisory team was led by London managing partner Simon Dinning.

O’Melveny has represented Stockholm Stock Exchange-listed ASSA ABLOY AB, the world’s leading manufacturer and supplier of locking solutions, in respect of its acquisition of Pan Pan Door Company, a leading Chinese door manufacturer particularly known for its Pan Pan brand security doors. Shanghai partner Li Qiang led the firm’s advisory team.

Orrick, Herrington & Sutcliffe LLP has advised Sanei International Co Ltd (Sanei), a leading Japan-based clothing and accessories retailer, in respect of a joint venture with Kate Spade LLC. The JV company will be known as Kate Spade Japan Co Ltd. Partners Mark Weeks, Shintaro Kuroda and Quinn Moss led the firm’s advisory team.

Rodyk has acted for a consortium of investors – led by niche property developer Roxy-Pacific Holdings and including Macly Capital, Pinnacle Assets, Fission Holdings and architect Chee Hsian Sing – in respect of the acquisition of Marina House (a 21-storey office block) located in Shenton Way from the Hong Leong Group. The transaction was valued at approximately S$148 million (US$107.7m) and will give each party a 20 percent share in the purchase.

Rodyk has also acted for Asdew Acquisitions Pte Ltd in respect of its acquisition of the Citadel Investment Group’s 75 percent share capital in Grange Properties Pte Ltd at a confidential purchase price. Grange Properties is developing Grange Infinite, a 68-unit freehold condominium development, in Orchard Road in Singapore. Corporate partner Jacqueline Loke and real estate partner Norman Ho acted on the transaction.

In addition, Rodyk has acted for Sim Lian Land (Sim Lian) in respect of the tender on March 2010 for a government land sales site at the junction of Tampines Ave 1 and Ave 10 in Singapore. Sim Lian’s bid of S$302 million (US$219m) beat seven other competitors to secure the 99 year leasehold site next to the Bedok Reservoir. Sim Lian has set up a wholly owned subsidiary to develop this site into a proposed residential condominium of more than 650 units. Real estate partner Lee Liat Yeang led the transaction.

Moreover, Rodyk has acted for Grand Waterfront Pte Ltd, a wholly owned subsidiary unit of Hong Kong’s Cheung Kong Group in Singapore, in respect of the launch of The Vision, a 295-unit development touted to be the tallest condominium building in the western part of Singapore. More than 70 percent of the units were sold within one week of the sales launch in early March 2010. Real estate partner Lee Liat Yeang is leading this transaction.

Finally, Rodyk has acted for joint venture partners Opal Star Pte Ltd, a subsidiary of Frasers Centrepoint Limited, and Lum Chang Building Contractors Pte Ltd in respect of their S$193.28 million (US$14.6m) winning bid for a 19,000 sqm executive condominium site in Sengkang in Singapore. The Sengkang site is near Buangkok MRT station and can be developed into 520 apartments. Real estate partner Leong Pat Lynn led the transaction.

Salans has acted as legal adviser to MSR Asia Acquisitions VII Inc in respect of the disposal of Morgan Stanley’s interest in a real estate development project in China. The deal marks the first real estate M&A completion in the region where the firm acted for Morgan Stanley. Global real estate group co-chairman Eric Rosedale led the firm’s advisory team.

Shearman & Sterling LLP has advised eAccess, a leading provider of ADSL services in Japan, in respect of its agreement to acquire – by way of a share exchange under Japanese law – the stock of eMobile that it does not currently own. The acquisition is valued at approximately US$1.3 billion. eMobile is a leading mobile telecom company in Japan. Hong Kong M&A partner Greg Puff led the transaction.

Simpson Thacher has represented The Dai-ichi Life Insurance Company Limited, Japan’s first mutual life insurance company and second largest private sector life insurer, in respect of its demutualization and IPO on the Tokyo Stock Exchange and global offering to institutional investors pursuant to Rule 144A and Regulation S. The US$11 billion IPO was the largest in Japan since the US$18.4 billion IPO of NTT DoCoMo in October 1998 and the largest in the world since the US$19.7 billion IPO of Visa Inc in March 2008. The international offering was led by Merrill Lynch International, Nomura International plc, Mizuho International plc and Goldman Sachs International. The firm’s advisory team included Alan Cannon, Robert Laplante and Ikuko Horikawa in Tokyo.

Stamford Law Corporation has advised Singapore Exchange Catalist-listed Sapphire Corporation Limited (Sapphire) in a major corporate restructuring exercise which serves to segregate two PRC operating vehicles from intermediate holding companies and allow Sapphire to hold a direct 9.2 percent stake in China Vanadium Titano-Magnetite Mining Company Limited, a Hong Kong-listed iron ore company. The transaction is valued at approximately S$175 million (US$124 million). Sapphire specialises in the manufacture of steel and vanadium products, and trading of minerals, as well as investments in mining operations and resources-related businesses. Director Soh Chun Bin led the transaction.

Stamford Law Corporation is also advising Doctor Djeng Shih Kien, a major shareholder and director of a private company which is developing a hospital and hotel worth more than S$400 million (US$287m) in Singapore, in a shareholders’ dispute. Director Eugene Thuraisingam leads the team.

Watson, Farley & Williams LLP has advised Conergy Renewable Energy Singapore Pte Ltd (Conergy), a global manufacturer of high-performance crystalline solar modules, power inverters and mounting systems, in respect of the formation of a consortium with Yanhee Solar (a newly formed developer of large-scale solar power plants) and Annex Power (a renewable energy engineering services company) to develop and construct on one of Thailand’s largest private solar projects to date: a 3MW plant located in Ayudthaya province. Conergy will be responsible for the design, engineering, and components supply of the project. Construction and operational management will be carried out by Annex Power, whilst Yanhee Solar will oversee the project development and financing. The plant is expected to produce 4,471 megawatt hours of clean energy annually and is expected to be completed in Q4 2010. The firm’s Singapore team was led by partner Ken Cheung.

Watson, Farley & Williams LLP has also advised the Bank of China in respect of its US$40 million financing provided to two subsidiaries of German shipowner FH Bertling with the support of the buyer’s credit insurance from China Export & Credit Insurance. The facilities will allow FH Bertling to finance new building orders at Zhong Chuan Heavy Industry in Zhejiang province. Partner Madeline Leong led the transaction.

White & Case has represented Indonesia’s Rajawali Group in the international law aspects in respect of the sale of a 23.7 percent stake in PT Semen Gresik, Indonesia’s largest cement maker, for approximately US$1.08 billion. The transaction was structured as a block trade over the Indonesia Stock Exchange to a number of institutional investors and is the largest block trade ever done in Indonesia. The firm’s team was led by Barrye Wall.

WongPartnership LLP has acted for Tuas Power Generation Pte Ltd in respect of its over S$3 billion (US$2.18b) financing of its acquisition of the power generation business from its holding company, Tuas Power Ltd (TPL) as well as TPL’s shares in its subsidiary and electricity retail arm, Tuas Power Supply Pte Ltd. Partners Susan Wong, Choo Ai Leen, Low Kah Keong, Quak Fi Ling and Joseph He acted on the matter.

WongPartnership LLP has also acted for the syndicate of lenders in the grant of S$200 million (US$145.6m) secured facilities to Oiltanking Odfjell Terminal Singapore Pte Ltd (OOTS), in connection with, inter alia, the financing of OOTS’ expansion project on Jurong Island. Partners Susan Wong, Choo Ai Leen and Dorothy Marie Ng acted on the matter.

In addition, WongPartnership LLP acted for TG Development Pte Ltd and TG Capital Management Pte Ltd in the joint development with TEE Development Pte Ltd (the wholly-owned subsidiary of Singapore-listed TEE International Limited), of several properties at Singapore’s prime shopping district into an upper-middle range residential development for sale. Partners Shirley Tan and Angela Lim acted on the matter.

Finally, WongPartnership LLP has acted for CapitaCommercial Trust Management Limited (in its capacity as manager of CapitaCommercial Trust) in relation to the issue of up to S$250 million (US$182m) 2.7 percent convertible bonds due 2015. Partners Hui Choon Yuen and Colin Ong advised on the transaction.

Deals – 8 July 2010

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Allen & Gledhill has advised DBS Bank Ltd in respect of the establishment of a US$10 billion debt issuance programme, under which it may from time to time issue senior debt securities not exceeding US$10 billion (or the equivalent in other currencies). Partners Prawiro Widjaja and Glenn Foo advised.

Allen & Gledhill has also advised DBS Bank Ltd (DBS) and United Overseas Bank Limited, as the arrangers and dealers, DBS as the issuing and paying agent and agent bank, and DBS Trustee Limited as the trustee, in relation to the establishment of a S$1 billion multicurrency medium term note programme under which UOL Group Limited, as the issuer, may issue notes from time to time. Partner Au Huey Ling led the firm’s advisory team.

Allens Arthur Robinson has advised NYSE-listed CIT Group Inc (CIT), a leading provider of financing to small businesses and middle market companies, in respect of the sale of CIT Group (Australia) Limited and CIT Group (New Zealand) Limited (together, CIT ANZ) to Bank of Queensland Limited (BoQ). The agreement was signed on 27 April 2010 and completed on 30 June 2010. As part of the transaction, CIT ANZ repaid its outstanding fixed and floating rate notes. The CIT ANZ vendor equipment finance business that BoQ has acquired operates in the IT and office market, as well as the motorcycle and power equipment market. The firm’s advisory team was led by partners Jeremy Low, David Clifford and Andrew Wiseman.

Amarchand & Mangaldas & Suresh A. Shroff & Co. has represented Warburg Pincus in connection with its investment in Metropolis Healthcare Limited (MHL), a company which provides pathological laboratory services, manages hospital laboratories and conducts clinical trials. The investment was structured as a purchase of India Advantage Fund-I (ICICI Ventures)’s entire stake in MHL, as well as a primary subscription to equity shares of MHL on a preferential allotment basis. Valued at US$85 million, the deal is reportedly one of the largest private equity investments in the Indian healthcare sector. The firm’s team was led by managing partner Cyril Shroff and partner Ravindra Bandhakavi, whilst Desai & Deewanji acted for Metropolis Labs.

AZB & Partners is advising Sumitomo Mitsui Banking Corporation (SMBC) in respect of its acquisition of approximately 4.5 percent of Kotak Mahindra Bank Limited (Kotak Mahindra) through a fresh issue of 16.4 million shares, valued at approximately INR13.7 billion (US$296m) on a preferential allotment basis. The deal, which was signed on 29 June 2010, is subject to the approval of Kotak Mahindra shareholders and other requisite and regulatory approvals. Partner Darshika Kothari leads the transaction.

AZB & Partners is also advising International Finance Corporation (IFC) in respect of its equity investment of approximately US$25 million in Bhilwara Energy Limited (Bhilwara), through subscription of equity shares amounting to 5.2 percent of Bhilwara’s share capital on a fully diluted basis. Bhilwara, a public company incorporated under the laws of India, is engaged in the development and acquisition of new green field power projects. The share subscription agreement was signed on 4 June 2010 whilst the shareholders agreement was proposed to be signed on 6 July 2010. Partner Gautam Saha led the transaction.

Furthermore, AZB & Partners has advised Delta Magnets Limited (Delta) in respect of its acquisition of 100 percent of the share capital of MMG Magdev Limited UK, and Delta’s simultaneous acquisition of 100 percent of the share capital of MMG India Private Limited India, both through purchases of shares. The acquisitions will help Delta, formerly known as GP Electronics Limited, to increase its market presence for magnets in the domestic and global markets. Partner Kalpana Merchant led the transaction. Khaitan & Co represented the seller on the Indian leg of the transaction.

Finally, AZB & Partners has advised Ind-Barath Power Infra Limited in respect of its proposal to undertake an IPO coupled with an offer for sale by existing investors. JM Financial Consultants Private Limited, Motilal Oswal Investment Advisors Private Limited, DSP Merrill Lynch Limited, IDFC Capital Limited and Avendus Capital Private Limited are acting as lead managers for the issue. The fresh issue of equity shares is valued at approximately US$253 million and includes an offer for sale of up to 8.8 million equity shares at a price to be determined by the SEBI prescribed book building process. The deal was filed before SEBI on 21 June 2010 and is yet to be completed. Partner Srinath Dasari led the transaction.

Baker & McKenzie has advised shareholders on the sale of Media Monitors – a leading media intelligence agency in the Asia Pacific which provides internet and press monitoring and other media evaluation and analysis services – to Quadrant Private Equity. The transaction, announced on 1 July 2010, involved Quadrant Private Equity acquiring 100 percent of Media Monitors’ share capital. Sydney-based partners Mark McNamara and Brendan Wykes led the transaction.

Gilbert + Tobin has advised Westpac Banking Corporation as the lead manager of the Sydney Airport Finance Company (SAFC) buy back and re-issue of bonds – the first buy back of credit wrapped bonds and the re-issue of secured bonds in Australia. SAFC issued A$175 million (approx US$148.2m) fixed rate, senior secured, medium term bonds to be used to repay existing credit wrapped bonds and bank debt. Banking and Finance partner Duncan McGrath led the transaction, assisted by senior lawyer Benjamin Downie.

J. Sagar Associates has assisted McCormick and Company Inc (McCormick), the US-based global leader in spices, herbs and flavourings, in connection with the acquisition through its Singapore subsidiary of a 26 percent stake in the Kochi-based curry ingredient maker Eastern Condiments Private Limited (ECPL). McCormick successful US$35 million bid beat tough competition from Norwegian conglomerate Orkla (which acquired MTR foods in 2007). The partnership provides McCormick with the opportunity to bring into India the latest technology in spice supply chain management, manufacturing and innovative new product platforms, whilst helping ECPL participate in the growth of the authentic Indian cuisine food segment in the US and other markets. Partner Akshay Chudasama led the JSA team, whilst Bangalore-based MD&T Partners represented ECPL and the promoter family. Economic Laws Practice represented New Vernon Private Equity Limited, which had held a 13 percent stake in ECPL.

Mallesons Stephen Jaques is acting for CSIRO in respect of its partnering with China United Coalbed Methane Corporation Limited (CUCBM) on a A$10 million (approx US$8.7m) joint demonstration project that will store 2000 tonnes of carbon dioxide (CO2) underground in the Shanxi Province and extract methane for use as an energy source. The firm’s advisory team is being led by partners Scott Bouvier (Sydney) and Nicolas Groffman (Beijing), who are working closely with Robyn Tait from CSIRO’s legal team.

Maples and Calder has acted as Cayman counsel to China Liansu Group Holdings Limited (China Liansu) – a manufacturer of plastic pipes and pipe fittings in China – in respect of its listing on the main board of the Hong Kong Stock Exchange on 23 June 2010. The proceeds from the global offering, which amounted to HK$2,166.9 million (US$277.8m), will be used for upgrading production facilities, repayment of bank loans and business expansion in China. The firm’s advisory team was led by Hong Kong joint managing partner Christine Chang, whilst China Liansu also received advice from Fried, Frank, Harris, Shriver & Jacobson (as Hong Kong and US counsel) and Jun He Law Offices (as PRC counsel). Skadden, Arps, Slate, Meagher & Flom acted as US and Hong Kong counsel to JP Morgan Securities (Asia Pacific) Limited and UBS AG, Hong Kong Branch as the joint global coordinators of the transaction, the firm’s team including partners Dominic Tsun and Edward Lam and counsel Li Chien Wong.

Minter Ellison has advised Wilmar International Limited – one of the largest listed companies in Singapore and Asia’s leading agribusiness group – on its acquisition of CSR Limited’s sugar and renewable energy business, Sucrogen, for an enterprise value of A$1.75 billion (approx US$1.47b). Minter Ellison corporate partner Leigh Brown led the firm’s advisory team, with partners Peter Capodistrias and Kristy Edser providing tax and employment advice respectively. Freehills acted for CSR Limited, led by corporate partner Andrew Pike.

Nishith Desai Associates has acted as legal and tax counsel to Bessemer Venture Partners (BVP) in respect of its recent investment of US$2 million in Applied Solar Technologies Private Limited (AST), along with the International Finance Corporation and another private equity investor. The investment was part of a Series B funding of AST, with BVP having invested in the initial round of funding in 2009. AST is in the business of manufacturing solar systems, erection and project management of such systems and providing electrical energy and solutions to industrial and other sectors.

Nishith Desai Associates has also acted as domestic legal advisor to Dewan Housing Finance Corporation Limited, a housing finance company which has been active in the housing finance sector in India since 1984, in respect of its issuance of equity shares to certain qualified institutional buyers through the qualified institutions placement route. The issue raised approximately INR3.75 billion (US$80.5m). Motilal Oswal Investment Advisors Private Limited and JM Financial Consultants Private Limited acted as bookrunning lead managers to the issue.

Rajah & Tann has advised SGX-ST Main Board-listed China Animal Healthcare Ltd (CAH) – one of the leading players in the PRC animal drugs industry – on its proposed dual primary listing on the Main Board of the Stock Exchange of Hong Kong Limited (HKSE). CAH and its advisers are in the substantive stages of preparation of its application documents to the HKSE and other regulatory authorities for the dual primary listing. Partners Chia Kim Huat and Danny Lim from the firm’s Corporate & Capital Markets Practice led the firm’s advisory team.

Rajah & Tann has also acted as Singapore counsel to China Gaoxian Fibre Fabric Holdings Ltd, a SGX-ST Main Board-listed company principally engaged in the manufacture and sale of premium differentiated fine polyester yarn and warp knit fabric, in respect of its proposed dual listing of depository receipts or shares on the Kospi Market of the Korea Exchange. Daewoo Securities Corp has been appointed underwriter to the dual listing, which was announced on 25 June 2010. Partners Chia Kim Huat and Danny Lim advised on the transaction, whilst Kim & Chang and Tian Yuan Law Firm acted as Korean and PRC Counsel respectively.

Seoul Korean firm Sechang & Co has represented Puratos NV, a leader in the global food sector, in respect of its acquisition of 100 percent of the issued and outstanding shares of Union Trading Co Ltd, a leading distributor of ingredients to the food industry in Korea. The transaction was subject to regulatory approvals and the successful completion of managerial and operational restructuring. The firm’s advisory team was composed of partners Thomas Y.J. Kim and Haeyeon Song and junior partner Jintae Joo.

Slaughter and May has advised Standard Chartered Bank (SCB) in respect of its investment in the proposed IPO of Agricultural Bank of China (ABC), one of the leading banks in the PRC. SCB has agreed to invest US$500 million in the H shares of ABC, out of estimated proceeds of over US$20 billion from the IPO. ABC is due to be listed in Hong Kong and Shanghai in mid-July. The advisory team from the firm’s Hong Kong and London offices was led by partners Laurence Rudge and Nilufer von Bismarck.

Stamford Law Corporation is advising RHC Healthcare Private Limited (RHC) and Fortis Healthcare Limited (Fortis) in respect of RHC’s voluntary general offer to acquire all the issued and paid-up ordinary shares in the capital of Parkway Holdings Limited (Parkway) not already owned by RHC and its concert parties, at S$3.80 (approx US$2.75) in cash for each share. RHC is jointly owned by RHC Holding Private Limited and Fortis, and this general offer is the much anticipated response to the surprise voluntary conditional cash partial offer of $1.183 billion by Khazanah Nasional Berhad to acquire 313 million ordinary shares in Parkway. Should the Fortis/Parkway combination proceed, the entity will own 54 hospitals and 37 patient assistance centres and allow its presence to be extended to other countries in the pan-Asia region. Directors Lee Suet Fern, Yap Lian Seng and Lean Min-Tze are leading the firm’s advisory team.

Weil, Gotshal & Manges has represented global private equity firm Providence Equity Partners in its acquisition of Study Group, a leading global private education provider headquartered in Australia which operates businesses that help prepare students for university study in Australia, the UK and US. The transaction, valued at A$660 million (approx US$556.6m), marks one of the largest buyouts in the Asia Pacific region this year and is viewed as a positive sign for the Australian leveraged finance market. The firm’s advisory team was led by Hong Kong partner Peter Feist and included partners Jared Rusman, Kevin Sullivan, Jacky Kelly, Andrew Yoon, Ian Hamilton and Andrew Gaines. Australian firm Blake Dawson acted as local counsel to Providence, whilst Allens Arthur Robinson acted for the financiers on the deal, with the financing package arranged and underwritten by Credit Agricole, Goldman Sachs JBWere, National Australia Bank and Westpac in their capacity as mandated lead arrangers, underwriters and bookrunners. Partners Richard Gordon and Tom Highnam led the firm’s advisory team.

WongPartnership acted as Singapore counsel for Carlyle Group in respect of its strategic investment in China Fishery Group Limited via a private placement of new shares and warrants for a total consideration of up to US$190 million. Managing partner Dilhan Pillay Sandrasegara and partner Linda Wee acted on the matter.

WongPartnership has also acted for JP Morgan (SEA) Limited, as the financial adviser and issue manager, in the listing of Treasury China Trust (TCT) on the Main Board of the Singapore Exchange. TCT is the first business trust established and listed in Singapore with a focus on commercial real estate in China, and the transaction represents the first listing of a business trust on the Singapore Exchange by way of an introduction. Deputy managing partner Rachel Eng and partner Colin Ong acted on the matter.

Furthermore, WongPartnership has acted as Singapore counsel to US-based Elevance Renewable Sciences Inc (funded by TPG Growth) in respect of a joint venture agreement with Wilmar International Limited, one of the largest global agribusiness groups, to construct a world scale biorefinery in Surabaya, Indonesia. Partner Low Kah Keong acted on the matter.

WongPartnership acted for Goodpack Limited in the establishment of its S$300 million (US$215 million) multicurrency medium term note programme. Oversea-Chinese Banking Corporation Limited (OCBC) and Standard Chartered Bank are the arrangers and dealers of the programme. Partner Goh Gin Nee acted on the matter.

WongPartnership acted for SingBridge International Singapore Pte. Ltd. (“SingBridge”), a wholly owned subsidiary of Temasek Holdings, in the setting up of a 50:50 joint venture with Guangzhou Knowledge City Investment and Development Co., Ltd., a company owned by the Guangzhou Economic and Technological Development District Administrative Committee, through its subsidiary company Knowledge City Pte. Ltd. The total capital contribution expected from SingBridge is approximately RMB 2 billion (approximately S$412 million). Partners Joseph He and Miao Miao acted on the matter.