Deals – 15 July 2010

Appleby has acted as Cayman Islands counsel for Tian Shan Development (Holdings) Limited (Tian Shan) in respect of its listing on the HKSE on 15 July 2010. Proceeds from the offer, estimated to be around HK$377 million (US$48.5m), will be used to fund various property projects in the PRC. Tian Shan, a property developer with headquarters in Shijiazhuang, Hebei, China, focuses on the development of quality residential properties with modern design, scenic environment and landscape. Hong Kong corporate partner Judy Lee led the team, whilst Sidley Austin advised Tian Shan as to Hong Kong law. Squire, Sanders & Dempsey advised the underwriters and China Everbright Capital Limited (as the sponsor) as to Hong Kong law.

AZB & Partners has advised Deutsche Equities India Private Limited and Citigroup Global Markets India Private Limited as the brokers in respect of the sale of an aggregate of 16.75 million shares of HCL Technologies Limited, held by HCL Corporation Limited, to various purchasers. The transaction was undertaken pursuant to the terms of the Secondary Trade Agreements executed on 23 June 2010 and in accordance with, amongst others, Regulation S under the US Securities Act of 1933. Partner Shuva Mandal led the transaction.

AZB & Partners is also advising Sipadan Investments (Mauritius) Limited, a member of the Khazanah group, in respect of its subscription to 38 million compulsorily and mandatorily convertible cumulative preference shares of Infrastructure Development Finance Limited. Publicly announced on 7 July 2010, the deal is valued at approximately US$81 million and is yet to be completed. Partner Shuva Mandal is also leading this transaction.

Baker & McKenzie has advised the shareholders of Study Group Pty Limited (Study Group) – including CHAMP, CHAMP Worldwide and Petersen Investments – in respect of the sale of 100 percent of their equity in Study Group to Providence Equity Partners for A$660 million (US$581m). Study Group is a leading global private education provider with students in campuses in the US, the UK, Australia and New Zealand. Prior to the sale, the company was controlled by Champ Private Equity. Partners Mark McNamara and Simon de Young led the transaction.

Baker & McKenzie has also advised LaSalle Investment Management, acting on behalf of the LaSalle Asia Opportunity Fund III (the Fund), in respect of its A$130 million (US$115m) purchase of the landmark Sofitel Sydney Wentworth hotel in Phillip Street, Sydney. The hotel was acquired from Tourism Asset Holdings Limited and was the Fund’s first acquisition of a hotel in Australia. Partners Roy Melick and Graeme Dickson led the transaction.

Blake Dawson has advised POSCO, Korea Electric Power Corporation (KEPCO) and Cockatoo Coal Limited (Cockatoo) in respect of the acquisition of Anglo American PLC’s (Anglo) interests in development and exploration projects worth A$580 million (US$510m). Cockatoo entered into a conditional agreement to acquire Anglo’s interest in three projects in the Surat Basin, Queensland, whilst KEPCO has entered into a conditional agreement to acquire Anglo’s interest in the Bylong project in the North West Sydney Basin and has granted Cockatoo a 30 percent call option over this interest. POSCO, meanwhile, has entered into a conditional agreement to acquire Anglo’s interest in the Sutton Forrest project in the Sydney basin, and has agreed to sell 30 percent of the project to Cockatoo in exchange for A$21.5 million (US$19m) new Cockatoo shares. Cockatoo will need to raise a further A$84 million (US$74m) and is considering funding alternatives. The firm’s team was led by Bill Koeck and Ian Williams.

Chang, Pistilli & Simmons has acted for Mosaic Oil NL in respect of its proposed acquisition by AGL Energy Limited (AGL Energy). Valued at approximately US$130 million, the transaction is to be implemented by way of a scheme of arrangement involving cash and a scrip alternative. The deal involves a range of energy assets in Australia and New Zealand, and the scheme implementation timetable is until mid-October. Energy & Resources co-head Jason Mendens and partner Mark Pistilli led the firm’s advisory team, whilst AGL Energy was represented by a team from Allens Arthur Robinson, led by Guy Alexander and David Maloney.

Clayton Utz has acted for RBS Morgans as joint lead manager (together with Mirabaud Securities LLP) in respect of Atlantic Limited’s A$55.5 million (US$49m) capital raising. The transaction comprised 1.26 billion shares to strategic international investors and Australian and international institutional investors, and funds raised will allow construction and commissioning of the Windimurra vanadium project. Equity capital markets partner Brendan Groves led the transaction.

DLA Piper has represented Nasdaq-listed AsiaInfo Holdings Inc (AsiaInfo), a leading provider of software solutions and IT services for the telecommunications industry in China, in respect of its merger with Linkage Technologies International Holdings Limited, which closed on 1 July 2010. The transaction, a cash and stock deal valued at approximately US$733 million, creates one of the largest software companies in China. The combined company – which is renamed “AsiaInfo-Linkage” – will have a market capitalization of approximately US$1.7 billion and more than 8,000 employees. The firm’s team was led by corporate and finance partners Matt Adler and Steve Liu, whilst AsianInfo was also advised by Han Kun Law Office. Latham & Watkins and Global Law Office advised Linkage.

Gide Loyrette Nouel has advised auto finance company Compagnie Générale de Locations d’Equipement (CGL), a subsidiary of Société Générale Consumer Finance, in respect of a joint venture with BYD Company Limited (BYD Company), one of China’s fastest growing automotive manufacturers. The JV company, to be known as BYD Auto Finance Company Limited (BYD Auto), is expected to start operations in early 2011 and will provide auto financing for mainland China’s burgeoning car market. Shares in BYD Auto will be 20 percent owned by CGL and 80 percent owned by BYD Company. The transaction is subject to the approval of the Chinese authorities, particularly the China Banking Regulation Commission. The firm’s team was led by partner Guillaume Rougier-Brierre.

Gide Loyrette Nouel has also advised PSA Finance Nederland BV (PFN), a subsidiary of Banque PSA Finance, in respect of the increase of its stake in Dongfeng Peugeot Citroen Auto Finance Company Ltd (DPCAF), the vehicle financing venture it established with Dongfeng Peugeot Citroen Automobile Co Ltd (DPCAC) and the Bank of China (BOC) in mid 2006. Under the terms of the sale, PFN acquires BOC’s 50 percent shareholding in DPCAF, thus taking PFN’s total holding to 75 percent. DPCAC retains the remaining 25 percent. The firm’s team was again headed by partner Guillaume Rougier-Brierre.

Herbert Smith’s Singapore energy and projects team is advising The Export-Import Bank of China (China Eximbank) in respect of the US$412 million project financing of a greenfield 338MW hydropower plant in Cambodia, which is to be owned and built by affiliates of China’s Huadian Power International Corporation. Energy and projects partner Richard Nelson led the firm’s team in advising on the deal, which is expected to form a template for future investment by China Eximbank and other Chinese developers in the Cambodian power sector. DFDL Mekong provided Cambodian law advice whilst Jingtian & Gongcheng provided PRC law advice.

KhattarWong is acting for Smartflex Holdings Ltd (Smartflex), a comprehensive provider of integrated circuit (IC) module assembly and testing services for contact and dual interface smart cards, in respect of its IPO on the Catalist of the SGX-ST. Launched on 7 July 2010, the IPO of 13 million new shares comprise 1.5 million shares by way of public offer and 11.5 million shares by way of placement. The post invitation market capitalization is expected to be about S$18.1 million (US$13m) and the gross proceeds from the IPO is expected to be approximately S$2.86 million (US$2m). Partner Yang Eu Jin led the transaction.

Latham & Watkins has represented Trauson Holdings Company Limited, a leading producer of orthopaedic products in China, in respect of its IPO of almost 213 million shares – comprising an international placement of more than 106.4 million shares under 144A and Regulation S, and Hong Kong public offering of more than 106.4 million shares – at a total value of more than HK$749 million (US$96m). The firm’s team was led by Hong Kong partners William Woo and Eugene Lee.

Makes & Partners has advised PT Matahari Putra Prima Tbk (MPP) in respect of its formation of a strategic alliance with CVC Capital Partners Asia III LP and CVC Capital Partners Asia Pacific III Parallel Fund-A LP (collectively, CVC), a global private equity fund. As part of the transaction, MPP sold 90.76 percent of its stake in PT Matahari Department Store Tbk (MDS) to PT Meadow Indonesia, a subsidiary of CVC, for an aggregate purchase price of approximately ¬ US$720 million. MPP remains committed to focusing on the retail business by retaining ownership and control of the Matahari Food Business and, through the joint venture formed under this alliance, an indirect interest in MDS. Partners Yozua Makes and Iwan Setiawan led the transaction. Clifford Chance, Richards Butler in Association with Reed Smith LLP, Linklaters Allen & Gledhill Pte Ltd and Hadinoto Hadiputranto and Partners also advised on the transaction in various capacities.

Makes & Partners has also advised Axiata Group Berhad (AGB), one of the largest Asian telecommunication companies and the foreign controlling shareholder of PT XL Axiata Tbk (Axiata), in respect of the sale of a portion of its stake in Axiata – one of the biggest telecommunication companies listed on the IDX – through a Rule 144-A private placement. Goldman Sachs (Singapore) Pte (Goldman) was the sole global coordinator, also acting as joint bookrunner alongside CIMB Investment Bank Berhad (CIMB). Goldman, CIMB, JP Morgan Securities Ltd, Morgan Stanley and PT Mandiri Sekuritas were the joint lead managers of the offering. Partners Yozua Makes, Iwan Setiawan and Irfan Ghazali led the transaction, whilst. AGB and Axiata were advised by Shearn Delamore & Co and Skadden, Arps, Slate, Meagher & Flom LLP as to Malaysian and US law. The joint lead managers were advised by Sidley Austin as to US law and by Adnan Kelana Haryanto & Hermanto as to Indonesian law.

Mallesons Stephen Jaques has acted for UBS as the underwriter in respect of Boral Limited’s A$490 million (US$431m) capital raising. The proceeds will be used to finance investments and growth, including an upgrade of Boral’s Victorian plasterboard plant, the prospective development of Peppertree quarry in New South Wales, the acquisition of remaining interests in the MonierLifetile US concrete roof tiles joint venture, and to strengthen the company’s balance sheet. The firm’s team was led by partner David Friedlander.

Mallesons Stephen Jaques has also acted for Glencore Grain (Glencore) in respect of its new grain arrangements with AACL and Macro Funds Pty Ltd. Glencore’s funding of the seeding payments will bring AACL’s bank balance up to nearly A$53 million (US$47m). The firm’s team was led by partners Hal Bolitho and Nicholas Pappas.

Minter Ellison has advised DuluxGroup in respect of its demerger from Orica by scheme of arrangement. The demerger sees the creation of DuluxGroup as a new, stand-alone, ASX-listed company, whose focus is on premium branded coatings, home improvement and garden care products. Based on consensus estimates of the likely price on listing, this demerger is an A$1 billion (US$885m) transaction. Russell Miller AM led the firm’s team, whilst Freehills, led by partner Neil Pathak, advised Orica.

Morrison & Foerster has represented BNP Paribas Capital (Asia Pacific) Limited as sole book runner and lead manager in respect of the US$70 million IPO of Chaowei Power Holdings Limited (Chaowei) on the HKSE. Chaowei, a leading lead-acid battery manufacturer in China, produces batteries that power electric cars, bikes, and wind and solar energy storage batteries. The firm’s advisory team was led by Hong Kong partners Ven Tan and Stephen Birkett. The underwriters were also advised by the firm as to Hong Kong and US law, and by Jingtian & Gongcheng as to PRC law. Chaowei was advised by Orrick, Herrington & Sutcliffe as to Hong Kong law, by Zong Heng Law Firm as to PRC law, and by Conyers Dill & Pearman as to Cayman Islands law.

Morrison & Foerster has also advised PRC state-owned Harbin Pharmaceutical in respect of its asset acquisition of Pfizer’s swine vaccine (mycoplasma hyopneumoniae) business in China. The divestment of the Pfizer swine vaccine business was ordered by the Chinese Ministry of Commerce (MOFCOM) as a condition to its approval of the Pfizer-Wyeth merger on September 29, 2009. This is the first such divestment resulting from a MOFCOM anti-trust conditional approval, and according to the firm MOFCOM is looking at this transaction as a model for future divestments. Hong Kong partners Thomas Chou and Gordon Milner led the firm’s advisory team, whilst Pfizer was advised by Clifford Chance and King & Wood.

Mori Hamada & Matsumoto has represented Nomura Holdings Inc (Nomura) in respect of the issuance of the first US dollar-denominated sukuk for a Japanese corporation. Announced on 6 July 2010, the issue amount and duration of the sukuk are US$100 million and two years respectively. The sukuk certificates were issued outside of the US in compliance with Reg S of the US Securities Act of 1933 (as amended), and are to be listed on the Bursa Malaysia under an exempt regime. The proceeds will be utilised for the aircraft leasing business conducted by Nomura’s group company, Nomura Babcock & Brown Co Ltd. Partners Susumu Masuda, Naoki Ishikawa, and Taro Omoto acted on the matter, which represents the first sukuk issuance out of Malaysia by a Japanese multinational corporation. A team from Clifford Chance (led by partner and head of Islamic Finance Qudeer Latif in Dubai and partner Reiko Sakimura in Tokyo) advised Kuwait Finance House (Malaysia) Berhad as lead manager to the issue.

Norton Rose Group is advising The Hongkong and Shanghai Banking Corporation Limited (HSBC) in respect of its acquisition of the retail and commercial banking business of The Royal Bank of Scotland plc (RBS) in India. The acquisition, which is subject to various conditions including the receipt of regulatory approvals, involves portfolios with a gross asset value of US$1.8 billion (as at 31 March 2010). The total consideration will comprise a premium of up to US$95 million over the tangible net asset value of the businesses being acquired at closing of the transaction. Hong Kong corporate finance partner Richard Crosby led the firm’s advisory team, whilst HSBC is also being advised by Bharucha & Partners as to Indian law. RBS is advised by Linklaters (led by Matthew Middleditch and Carl Hollingsworth).

Norton Rose (Middle East) LLP has also advised French-registered Constructions Industrielles De La Méditerranée (CNIM) in respect of the construction and operation (on a BOOT basis) of a waste to energy plant and integrated waste management system in Bahrain. The project, which has reached commercial close, has a projected capital expenditure of US$500 million and includes the operation of the plant for 25 years. Financial close is targeted for Q2 2011. The project, one of the first solid waste PPP deals to achieve commercial close in the Middle East, forms part of the Bahrain Government’s overall privatisation strategy and Economic Vision 2030. Partner Jonathan Brufal, who is head of infrastructure for the Middle East, led the firm’s team. Freshfields Bruckhaus Deringer acted for the Ministry of Finance, Bahrain.

O’Melveny & Myers LLP has represented Real Gold Mining Limited (Real Gold Mining), the PRC’s leading gold mining concern, in respect of a top-up placing that raised approximately US$156 million. Real Gold completed a placement of 100 million shares, followed by a subscription that raised a total of approximately US$156 million and was completed on 7 July 2010… The placing shares represent approximately 12.42 percent of the existing issued share capital of the company, and approximately 11.05 percent of the issued share capital of Real Gold as enlarged by the subscription shares. Citigroup was the sole placing agent on the transaction. Real Gold intends to use the proceeds from the transaction, which was a Chapter 18 listing which allows an issuer which specializes in mining to list without fulfilling all the main board listing requirements, for potential future acquisitions and developments of mining and exploration projects. Hong Kong partner Gordon Ng led the team.

Shook Lin & Bok LLP has advised BCP/CAH Holdings (Cayman) LP, an investment holding entity formed by a subsidiary of The Blackstone Group, in respect of its strategic investment in China Animal Healthcare Ltd, one of the leading players in the PRC animal drugs industry. Partners KK Teo and Kenneth Oh led the team.

WongPartnership LLP has acted for Parkway Holdings Limited (Parkway Holdings) in respect of the competing offers made by Khazanah Nasional Berhad and the Fortis Group. Khazanah Nasional Berhad has made a S$1.18 billion (US$858m) voluntary conditional cash partial offer (via its subsidiary, Integrated Healthcare Holdings Limited) to increase its stake in Parkway Holdings to 51.5 percent. Meanwhile, the Fortis Group has made a S$3.2 billion (US$2.33b) voluntary conditional cash offer (via RHC Healthcare Pte Ltd, which is owned by RHC Holding Private Limited and Fortis Healthcare Limited) to acquire all the issued and paid-up ordinary shares in Parkway Holdings. Managing partner Dilhan Pillay Sandrasegara, partners Andrew Ang and Linda Wee advised.

WongPartnership LLP has also acted for DBS Bank Ltd and Citicorp Investment Bank (Singapore) Limited in respect of updating the Information Memorandum in relation to the S$1 billion (US$727m) multi-currency medium term note programme established by Singapore Airlines Limited (SIA). SIA launched their first issue of notes under its MTN Programme immediately thereafter. Partner Hui Choon Yuen acted on the matter.