Deals – 26 November 2009

Ali Budiardjo, Nugroho, Reksodiputro (ABNR) has also represented the International Finance Corporation (IFC) in respect of a secured loan in the amount of US$140 million granted to PT South Pacific Viscose, part of the Lenzing Group from Austria. The loan, IFC’s fourth to this Indonesian company, is part of a capital investment program. Theodoor Bakker and Emir Nurmansyah again led the firm’s advisory team.

Allen & Gledhill LLP is advising Oversea-Chinese Banking Corporation Limited (OCBC) in connection with its issuance of US$500 million 4.25 percent subordinated notes due 2019, callable with step-up in 2014 pursuant to its S$4 billion (approx US$2.89b) Programme for Issuance of Debt Instruments. The issue was a benchmark international offering to Asian and European-based institutional and sophisticated investors, and the notes are expected to qualify as lower tier 2 capital. Partner Au Huey Ling is leading the firm’s advisory team.

Allen & Gledhill LLP has also advised various parties in connection with CapitaLand Limited’s (CapitaLand) recently completed initial public offering of 30 percent of its shareholding interest in its retail arm, CapitaMalls Asia Limited (CMA), in conjunction with the listing of CMA on the Singapore Stock Exchange. The firm advised JP Morgan (SEA) Limited (JPM) – which assumed the roles of sole financial advisor, joint issue manager, joint bookrunner and joint underwriter – in addition to DBS Bank Ltd – as joint issue manager, joint bookrunner and underwriter – and Credit Suisse (Singapore) Limited and Deutsche Bank AG, Singapore Branch as joint bookrunners and underwriters. The IPO raised total proceeds of approximately S$2.5 billion (approx US$1.8b). If the over-allotment option granted to JPM is exercised in full, CapitaLand’s interest in CMA will be reduced by a further 4.5 percent and the total proceeds raised will increase to approximately S$2.8 billion (approx US$2.02b). The offering is the second largest IPO in Singapore since that of Singapore Telecommunications Limited in 1993. Partners Tan Tze Gay, Leonard Ching and Bin Wern Sern advised.

Allen & Overy LLP and its associated office in Riyadh, Abdulaziz AlGasim Law Firm, have advised Gulf International Bank (GIB) on the issuance of its 2 billion Saudi riyal (US$533m) bond. The first Saudi Riyal bond issued by a financial institution in Saudi Arabia this year, the issuance also represents the largest ever book for a Saudi Riyal bond private placement in Saudi Arabia. The issue originally targeted SAR 1.5 billion, yet the GIB increased the amount of the issue to SAR 2 billion in order to accommodate investor demand after the order book was closed on 9 November 2009 with orders totalling around SAR 5 billion. GIB Financial Services and HSBC were mandated as joint lead arrangers and book runners. The firm’s team was led by partners Julian Johansen (Riyadh) and Matthew Hartley (London).

Baker & McKenzie has advised Australian minerals exploration company Rex Minerals Limited (Rex), which has made recent copper discoveries in South Australia and New South Wales, on its successful A$42 million (approx US$38.7m) equity raising. The capital raising, comprising a non-renounceable accelerated entitlement offer, was fully underwritten by EL & C Baillieu Stockbroking Ltd through Stephen Macaw, and the new shares were issued on a 3-for-10 basis at an offer price of A$1.70 per share. The transaction provides Rex with further equity capital to support the strong growth of its business, and it intends to use the funds to continue its drilling process at the Hillside Copper Project in South Australia. The firm’s team was led by Melbourne-based corporate partner Richard Lustig.

Baker & McKenzie has also advised CHAMP Ventures on the leveraged buy-out of TS Marine Asia Pacific, a company which provides subsea and marine services to the oil & gas and marine industries. The firm’s team led by Sydney-based private equity partners Brendan Wykes and Julie Hutton, with Bryan Paisley leading the Firm’s banking & finance team. Wykes commented, “This deal demonstrates that leveraged buy-outs can still be done in the current market. The Scottish vendor was distressed which led to deal complexities with multiple stakeholders in various jurisdictions.” The deal price is confidential.

Clifford Chance has advised Maxis Berhad, Malaysia’s largest mobile phone company, and Maxis Communications Berhad (MCB), as selling shareholder, on Maxis’ US$3.3 billion initial public offering on the Bursa Malaysia. The IPO floated 2.25 billion shares at a price per share of RM5.00, comprising 30 percent of MCB’s shareholding in Maxis. In addition to being the largest-ever IPO in Southeast Asia, the offering is also the largest completed in Asia this year to date. Singapore-based partner Crawford Brickley led the team in advising on the transaction.

Clifford Chance has also advised NWS Holdings Limited, a subsidiary of major Hong Kong conglomerate New World Development Company Limited, on its sale of a controlling interest in Taifook Securities Group Limited (Taifook) to Hai Tong (HK) Financial Holdings Limited. Valued at HK$1.82 billion (approx US$234.8m), the sale of the 52.86 percent interest will, upon completion, trigger a mandatory general offer for Taifook’s remaining shares under the requirements of the Hong Kong Takeovers Code. The transaction is believed to be one of the first takeovers of a Hong Kong securities company by a Mainland securities company. Hong Kong partner Cherry Chan led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised JP Morgan Securities Ltd as sole dealer manager in connection with a cash tender offer by global supply chain manager Noble Group Limited (Noble) to purchase up to approximately US$488 million of its outstanding US$680 million 6.625% senior notes due 2015. The firm’s team included Hong Kong-based partner William F. Barron and partner Eugene C. Gregor of the Tokyo office.

DLA Piper has advised GGV Capital in connection with its US$15 million investment in China’s leading travel search engine, Qunar.com. GGV Capital, formerly known as Granite Global Ventures, was the lead investor in the financing, with co-investors including the Mayfield Fund, GSR Ventures, Tenaya Capital and donews.com. The transaction marks Qunar.com’s third round of venture capital financing, with funds to be used to further develop the company’s brand and other market activities. GGV Capital, which leads expansion-stage venture capital investments in the US and Asia, is one of the first venture capital firms to fund start-ups in China. Beijing-based partner Rocky Lee led firm’s advisory team.

DLA Piper has also advised Moong Pattana International Public Company Limited (MPI), a distributor of world-class consumer products including mother care and baby products and household products, on its successful listing of 30 million shares on the Market for Alternative Investment (MAI), which was established by the Stock Exchange of Thailand (SET). MPI, which started trading on 1 October 2009, is a Thai trading company with registered capital of 120 million Thai baht (approx US$3.6m). It raised THB 30 million (approx US$905,468) through its IPO. The firm advised MPI on Thai law in relation to its conversion into a public company, and also rendered legal advice relating to the SET, the Office of the Securities and Exchange of Thailand, the Ministry of Commerce and other relevant authorities as required to facilitate the offering and the listing of MPI’s shares on the MAI. Dr Chanvitaya Suvarnapunya, partner and head of the firm’s corporate practice in Thailand, led the deal.

Freshfields Bruckhaus Deringer has advised the underwriters on five Hong Kong IPOs during November, with three IPOs having priced in the last week. Two of the offerings, by China Minsheng Bank and Sands China, are set to be the two largest IPOs on the Hong Kong Stock Exchange (HKSE) this year to date. Details of the five IPOs listed on the HKSE are as follows:
• Firstly, the firm has acted as HK counsel to the underwriters – led by Citigroup Global Markets and JP Morgan Securities and including N M Rothschild & Sons – on the US$110 million listing of Trinity Limited, one of the leading high-to-luxury end menswear retailers in the region. The team was led by China managing partner Teresa Ko.
• Secondly, the firm has acted as HK and US counsel to the underwriters – led by Merrill Lynch and Goldman Sachs and including BOCI and Credit Suisse – on the US$780 million listing of Evergrande Real Estate Group Limited, one of the largest developers of quality residential property projects in China. The team was led by Beijing managing partner Chris Wong and US securities partner Calvin Lai.
• Thirdly, the firm is acting as HK and US counsel to the underwriters, HSBC and Cazenove, on the US$308.5 million listing of Sany Heavy Equipment International Holdings (Sany), a leading manufacturer and provider of coal mining solutions and equipment. The firm’s team is being led by partners Chris Wong and Calvin Lai.
• Fourthly, the firm is acting as HK and US counsel to the underwriters – led by UBS AG and BOCI Asia and including China International Capital Corporation, Macquarie and Hai Tong Securities – on the US$3.9 billion listing of China Minsheng Banking Corp Ltd, the first national joint stock commercial bank in the PRC primarily founded by non-state-owned enterprises. The firm’s team is being led by Hong Kong partner Kay Ian Ng and Calvin Lai.
• Finally, the firm is acting as HK counsel to the underwriters on the US$2.5 billion listing of Sands China Ltd which, through its operating subsidiaries, is a developer, owner and operator of integrated resorts and casinos in Macau. The underwriters are led by the joint bookrunners Goldman Sachs, Citigroup, Barclays Capital, BNP Paribas and UBS. The firm’s team is being led by Teresa Ko and Hong Kong partner Grace Huang. Walkers also advised on the transaction.

Herbert Smith has advised China Agri-Industries Holdings Limited (China Agri), a leading producer of processed agricultural products in China with operations spanning biofuel, biochemical, oilseed processing, rice trading and processing, brewing materials, and wheat processing, in relation to a US$250 million club term loan facility. The lenders include Banco Santander, Bank of Tokyo-Mitsubishi UFJ, Bank of China (Hong Kong), CITIC Ka Wah, ICBC (Asia), Mizuho and Standard Chartered. China Agri is the HKSE-listed subsidiary of COFCO Corporation, a Fortune 500 company and China’s largest food manufacturer and trader. The firm’s team was led by Hong Kong banking and finance partner Alexander Aitken.

Kim & Chang has advised Ion Investments BV (Ion), a Dutch investment holding company and a subsidiary of Temasek Holdings (Private) Limited, in relation to the company having subscribed new shares issued by Seoul Semiconductor Co Ltd (SSC) and Seoul Optedevice Co Ltd (SOC), the largest shareholder of which was SSC. Following consummation of the transactions, which were valued at a total of 284.7 billion Korean won (approx US$246.6m), Ion owns an approximate 12 percent interest in SSC and a 9 percent interest in SOC. The firm’s team was led by partner Jong-Koo Park.

Luthra & Luthra Law Offices is advising NDTV and its subsidiary NDTV Lifestyle Ltd (NDTV Lifestyle) in respect of the ongoing acquisition of a controlling stake in NDTV Lifestyle by a subsidiary of Scripps Networks Interactive Inc. Pepper Hamilton LLP are acting as international counsel for the sellers, whilst Baker Hostetler of New York and Kochhar & Co of New Delhi are acting as counsel for the buyers.

Milbank, Tweed, Hadley & McCloy LLP has represented Themed Attractions and Resorts Sdn Bhd (TARSB), a subsidiary of Malaysian Government-owned Khazanah Nasional Berhad, in connection with two transactions for children’s amusement facilities to be built in Malaysia. Licence agreements were signed with HIT Entertainment Limited, which owns the rights to Thomas the Tank Engine, Barney, Bob the Builder, Pingu and Angelina Ballerina, and with Japan’s Sanrio Co Ltd, owner of the Hello Kitty brand. The HIT attraction, to be known as The Little Big Club, will be the first of its kind in Asia. The Hello Kitty-branded attraction will be the first Sanrio amusement park in Southeast Asia. The deal team was led by Tokyo-based partner Darrel Holstein. Kadir Andri & Partners acted as Malaysian counsel for TARSB on both the transactions.

Milbank, Tweed, Hadley & McCloy LLP has also advised Northstar Equity Partners (Northstar), an Indonesian-focused private equity partner firm of TPG Capital, on the complex acquisition financing of its investment in Indonesian mining services company PT Bukit Makmur Mandiri Utama (Buma). Buma was recently acquired by Jakarta-listed PT Delta Dunia Petroindo Tbk (Delta) through an acquisition financing made up of a senior loan of US$285 million and the issue of Guaranteed Senior Secured Notes by a finance subsidiary of Buma. In connection with the acquisition, Delta conducted an international equity placement of its secondary shares pursuant to Rule 144A. Concurrent with the equity placement, Northstar acquired a 40 percent stake in Delta directly from its selling shareholder. The firm, led by senior attorney Jacqueline Chan in Singapore, represented Northstar on all material aspects of the acquisition, financing and equity placement, which had a total value of almost US$1 billion.

O’Melveny & Myers LLP has represented Piper Jaffray & Co, Jefferies & Company Inc and Oppenheimer & Co Inc, as joint book-running managers, in relation to the US$74.2 million follow-on public offering of Wonder Auto Technology Inc (Wonder Auto), a leading manufacturer of automotive electric parts, suspension products and engine components in China. Wonder Auto offered 6.9 million shares of its common stock at US$10.75 per share, including 900,000 shares of common stock sold when the underwriters exercised their over-allotment option in full. The firm’s team was led by Shanghai-based partner Kurt Berney and Beijing-based partner David Roberts, with partners from the firm’s Washington DC office advising on FINRA-related matters and certain securities law issues.

Orrick, Herrington & Sutcliffe has advised SBI E2-Capital (HK) Limited and SBI E2-Capital Securities Limited, as the sponsor and lead manager respectively, in connection with the HK$517 million (US$66.3m) initial public offering of China Tontine Wines Group Limited on the Main Board of the Hong Kong Stock Exchange. The listing took place on 19 November 2009. A team of capital markets lawyers from the firm’s Hong Kong and Shanghai offices, led by partner Edwin Luk, advised on the listing.

Orrick, Herrington & Sutcliffe has also advised On Track Innovations (OTI), a global leader in contact-less microprocessor-based smart card solutions, in respect of its landmark settlement agreement with Smartrac NV, a leading manufacturer and supplier of RFID transponders. Agreed on 9 November 2009, the settlement was reached after more than 2 years of litigation involving IP-related matters in multiple jurisdictions, and fully secures OTI’s delivery of products and projects whilst confirming Smartrac as OTI’s exclusive supplier for wire-embedded and Dual Interface Inlays. The firm’s IP team was led by Beijing-based partner Xiang Wang and included Hong Kong litigation partner Robert Pé. The team advised OTI on all of the Chinese legal proceedings to which the company was a party, as well as OTI’s patent re-examination in the United States and interests in Hong Kong.

Paul, Hastings, Janofsky & Walker has advised Citigroup Global Markets Asia Limited (Citi), Morgan Stanley Asia Limited (Morgan Stanley) and UBS AG Hong Kong Branch (UBS), as the joint sponsors, joint global coordinators, joint bookrunners and joint lead managers, in relation to the HK$7.1 billion (approx US$916m) Hong Kong IPO and global offering of Longfor Properties Company Limited, a leading PRC property developer. The listing comprised a Hong Kong public offering and an international offering, including a placement under Reg S/Rule 144A. The firm’s advisory team was led by capital markets partners Raymond Li and Sammy Li, whilst the US capital markets team was led by David Wang.

Shearman & Sterling LLP has represented China Development Bank and Bank of China as lenders to the Salalah Independent Water and Power Project (IWPP) in Oman. The project is being developed by a consortium comprising Sembcorp Utilities Pte Ltd and Oman Investment Corporation, whose shareholders are the Gulf Investment Corporation, the National Investment Funds Company, State General Reserve Fund of the Sultanate of Oman and BankMuscat. Targeted to begin full commercial operations in the first half of 2012, the IWPP will consist of a gas-fired power plant and a seawater desalination plant which will employ reverse osmosis technology to produce 15 million imperial gallons of water per day. The financing documents for the project were signed on 20 November 2009, with financial close expected within the next one to two months. The funding for the project is being provided by a mixture of international and Chinese banks and local financial institutions. Shanghai-based partner Andrew Ruff led the firm’s team.

Sidley Austin LLP has represented long-standing client the PRC Ministry of Finance in connection with the debut public offering and institutional placement of Renminbi-denominated bonds by the PRC’s Central People’s Government of China. The bonds, in an aggregate principal amount of RMB 6 billion (approx US$878.7m) are available in three tranches: 2.25% Bonds due 2011, 2.70% Bonds due 2012 and 3.30% Bonds due 2014. The firm’s team was led by Hong Kong-based partners Timothy Li and Gloria Lam and Beijing-based partner Henry Ding.

Sidley Austin LLP has also represented Evergrande Real Estate Group Limited (Evergrande), the largest non-state-owned property developer in China, in connection with its initial public offering listed on the Stock Exchange of Hong Kong, with concurrent global placements pursuant to Rule 144A/Reg S. The IPO raised an aggregate of approximately HK$5.65 billion (US$729.3m). The firm also assisted Evergrande in its pre-IPO private equity and debt financings, and their subsequent restructurings during the financial crisis. The firm’s advisory team was led by Hong Kong-based partners Timothy Li and Constance Choy.

Stamford Law Corporation has represented Beijing headquartered Sino-International Heavy Industry Technology Co Ltd (SINOHIT) in respect of the proposed acquisition by its subsidiary, SINOHIT Offshore Engineering (Liao Ning) Co Ltd, of a 29 percent stake in Sinwa Limited (Sinwa), a company listed on the Mainboard of the Singapore Exchange. The maximum purchase price, depending on Sinwa’s FY 2009 profits, will be S$35.12 million (US$25.2m). Sinwa Limited is a regional marine supply and logistics company servicing the marine and offshore industry in Singapore, China and Australia. Director Bernard Lui led the transaction.

Stamford Law Corporation has also represented Singapore Exchange-listed Ying Li International Real Estate Limited, a leading real estate developer in Chongqing in China, in relation to its placement of 253 million new ordinary shares to raise S$154 million (US$11m). The second fundraising exercise undertaken by the company in recent months to raise capital to fund its China-based development projects, proceeds from this placement will be used to fund its Da Ping development project located in the prime Yuzhou District of Chongqing. One of the largest integrated development projects in the city centre of Chongqing, the Da Ping project comprises over 2 million square feet of high-end residential units, top-end retailers and potentially a high-end hotel or serviced residence operator. Director Soh Chun Bin led the transaction.

Weil, Gotshal & Manges LLP has represented General Electric Co (GE) in connection with its agreement with Chinese state-owned aircraft manufacturer Aviation Industry Corp (AVIC) to form a new joint venture company to develop and market integrated avionics systems for commercial aircraft customers. The JV company will be headquartered in China and is expected to launch by mid-2010, subject to regulatory approval. Steve Xiang, head of the firm’s Shanghai and Beijing offices, led the firm’s China-based advisory team, whilst the New York team was led by partners Bill Gutowitz and Charan Sandhu.

White & Case LLP has represented Saudi Basic Industries Corporation (SABIC) in connection with its RMB 18.3 billion (US$2.7b) joint venture with China Petroleum & Chemical Corporation (SINOPEC). The joint venture, which was formed during October and announced at an inauguration ceremony at the Great Hall of the People in Beijing on 3 November 2009, will own and operate a new petrochemical complex in the coastal municipality of Tianjin, southeast of Beijing. The complex will produce 3.2 million tons of various chemical and petrochemical products annually, and is expected to be ready to begin production by the first quarter of 2010. Led by Beijing-based partner Steve Payne, the firm has been advising SABIC on all aspects of the joint venture since August 2007 when the corporation first signed a letter of intent with SINOPEC.

WongPartnership LLP has acted as listing agent and legal adviser to STX Pan Ocean Co Ltd (STXPO) in respect of its issue of an aggregate of US$200 million in principal amount of 4.5% convertible bonds due 2014. The bonds, and the new shares of STXPO arising from conversion of the bonds, will be listed on the Singapore Exchange. Partner Hui Choon Yuen led the transaction.

WongPartnership LLP has also acted for United Overseas Bank Limited in respect of financing granted to CPT International Limited for the acquisition of shares in China Precision Technology Limited (CPTL), a China-based company listed on the Singapore Exchange, in connection with CPTL’s proposed privatisation (which marks the second S-chip delisting in 2009). Partners Andrew Ang and Christy Lim advised on the transaction.

Finally, WongPartnership LLP has acted for NTUC Income and NTUC FairPrice in relation to an agreement with Times Properties, a subsidiary of Singapore Press Holdings, to jointly form a consortium to place a winning bid with the Housing & Development Board for a retail/commercial leasehold property at Clementi Town Centre in Singapore. Partners Vivien Yui and Annabelle Yip advised on the matter.