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Deals
Deals - 1 April 2010


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.
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