Deals – 25 July 2013

AZB & Partners has advised CVCIGP II Employee Ebene Ltd and CVCIGP II Client Ebene Ltd in respect of their acquisition of shares in Sansera Engineering Private Ltd by purchasing shares from the existing shareholders, including existing private equity investors, of the company and subscription to convertible instruments. Partner Essaji Vahanvati led the transaction which was valued at approximately US$56.7 million and was completed on 8 July 2013.

AZB & Partners has also advised Tech Mahindra Ltd and its three wholly owned subsidiaries and Satyam Computer Services Ltd (Mahindra Satyam) and its wholly owned subsidiary in respect of the merger of Mahindra Satyam and certain subsidiaries of Mahindra Satyam and Tech Mahindra Ltd with Tech Mahindra Ltd. Partners Abhijit Joshi and Nandish Vyas led the transaction which was completed on 24 June 2013.

Baker & McKenzie is acting for US private equity firm Altamont Capital Partners in respect of Billabong International’s A$325 million (US$300.58m) debt refinancing. Under the deal, the Altamont consortium will acquire up to 40 percent of the surf wear company and its action-sports and outdoor-accessories brand DaKine. Two new directors will be appointed to Billabong’s board and Scott Olivet will take over as chief executive officer. Partner Steven Glanz, assisted by partners Kate Jefferson, Howard Fraser, George Harris, John Walker and David Walter, led the transaction whilst Ropes and Gray also advised Altamont. Allens advised Billabong.

Clifford Chance has advised Singapore based oil and gas exploration and production company KrisEnergy in respect of its US$215 million IPO in Singapore. The company sold 246.15 million shares at US$0.87 per share. Bank of America Merrill Lynch and CLSA acted as joint global coordinators and book-runners on the deal. Partner Raymond Tong led the transaction with partners Johannes Juette and Jeroen Thijssen whilst Walkers, led by partners Thomas Granger and Nigel Weston, acted as British Virgin Islands, Cayman Islands and Jersey counsel. Latham & Watkins, led by partners Michael Sturrock and Sharon Lau, represented CLSA Singapore Pte Ltd and Merrill Lynch (Singapore) Pte Ltd as underwriters.

Fox Mandal Delhi has acted as Indian counsel to Royal Bank of Scotland Plc London (RBS) in respect of a financing arrangement by executing receivables purchase agreement (RPA) with Bharat Petroleum Corporation Ltd (BPCL), under which BPCL will be offering for sale its receivables under invoices to RBS for a consideration as agreed under the RPA. Partner Dr Rajesh Sehgal led the transaction.

Khaitan & Co has advised Bharat Fritz Werner Ltd (BFW) and its promoters Kothari Group in respect of providing an exit to funds promoted by IL&FS Investment Managers Ltd and Kotak Private Equity from BFW. BFW is a leading private sector machine tools manufacturing company incorporated on 17 October 1961 in collaboration with Fritz Werner Werkzeugmaschinen GmbH of Germany. Partner Haigreve Khaitan led the transaction.

Khaitan & Co has also advised Mitsubishi Heavy Industries Ltd in respect of the India leg of the global merger of Mitsubishi’s business of thermal power generation systems (which includes manufacturing of boilers and turbines in six jurisdictions, including India, China, Japan and Americas), with Hitachi Ltd. Mitsubishi, one of the world’s leading heavy machinery manufacturer headquartered in Tokyo, has two joint ventures with Larsen & Toubro in India, as well as a wholly owned subsidiary Mitsubishi Heavy Industries India Private Ltd in India for the boiler and turbine manufacturing, to address the rapidly growing Indian power market. Partners Upendra Joshi, Amitabh Sharma and Nishant Singh led the transaction, assisted by partners Avaantika Kakkar and Chakrapani Misra.

Latham & Watkins has represented Baring Private Equity Asia and Nord Anglia Education (NAE) in respect of NAE’s acquisition of WCL Group Ltd for an enterprise value of US$222 million and the US$125 million senior secured bridge loan used to partially fund the acquisition. The firm also represented NAE in its US$165 million senior secured note offering used to refinance the bridge loan. The note offering was completed on 3 July 2013. NAE operates British schools in China, Europe, the Middle East and South-East Asia. WCL operates British schools in North America, the Middle East and Europe. Baring Private Equity Asia acquired NAE in 2008. The acquisition strengthens NAE’s presence in North America and the Middle East, increasing its footprint to 25 schools in 11 countries. Partners Bryant Edwards and Tim Gardner led the transaction.

Maples and Calder has acted as Cayman Islands counsel for Privium Fund Management BV in respect of the establishment of Privium Capital Fund SPC and its first fund, Croesus Absolute Return Fund SP. Privium Capital Fund SPC is a platform for launching new funds for fund managers located in primarily Hong Kong, The Netherlands or the UK, with client, middle office and administration support provided by Darwin Financial Platform BV and Vistra Fund Services. Ann Ng and Terence Ho led the transaction whilst CLCS BV advised as to The Netherlands law.

Morrison & Foerster is representing Tsinghua Unigroup Ltd, an operating subsidiary of state-owned Tsinghua Holdings Co Ltd which is funded by Tsinghua University in China, in respect of its acquisition of Spreadtrum Communications Inc. Spreadtrum is a Shanghai-based fabless semiconductor developer and design company with advanced technology in 2G, 3G and 4G wireless communications standards. Unigroup will acquire all of the outstanding shares of Spreadtrum in a Cayman Islands cash merger for US$31 per American Depositary Share for a total of US$1.78 billion on a fully diluted basis. The parties signed a definitive agreement on 12 July 2013 but the transaction remains subject to PRC regulatory approvals. The deal is the largest announced semiconductor acquisition globally in more than a year. Partners Christopher Forrester, Chuck Comey, Michael O’Bryan and Sherry Yin led the transaction.

Paul Hastings has represented Haitong International Securities Group Ltd, a subsidiary of Haitong Securities Co Ltd (the second largest securities firm in China by total assets), in respect of its issuance of HK$776 million (US$100m) 1.25 percent convertible bonds due 2018. HSBC acted as the sole global coordinator, book-runner and lead manager on the transaction. The net proceeds of the convertible bonds issuance will be used by Haitong International and its subsidiaries to fund the expansion of business operations and for general corporate purposes. Partners Raymond Li, Vivian Lam and Catherine Tsang led the transaction.

Rajah & Tann is advising Polyfoam Asia Pte Ltd, a wholly-owned subsidiary of Inoac Corporation, in respect of its investment in AGP Asia Holding Pte Ltd. AGP and the Board of Directors of Armstrong Industrial Corporation Ltd jointly announced on 5 July 2013 a proposal by AGP to seek the voluntary delisting of Amstrong from the SGX-ST and an exit offer to acquire all the issued ordinary shares in the capital of Armstrong in connection therewith. Armstrong and its subsidiaries are engaged in the manufacture and sale of precision die-cut foam and rubber moulded components. The Ong Family, which owns investment holding company Gilbert Investment Corporation Pte Ltd, holds 46.54 percent of the total number of issued shares in Armstrong. The INOAC group is a conglomerate engaged in, inter alia, the development and supply of materials based on urethane, rubber, plastic and synthetic materials. Partner Evelyn Wee, supported by partners Lorena Pang, Yon See Ting, Linda Qiao, Brian Ng, Sui Lin Teoh and Nattarat Boonyatap, led the transaction. The firm’s associate office in Malaysia, Christopher & Lee Ong (formerly known as Kamilah & Chong), and Indonesian law firm Ali Budiardjo, Nugroho, Reksodiputro assisted Polyfoam in the conduct of legal due diligence on the Armstrong Group. Wong Partnership is representing GCPL and AGP in the transaction valued at S$197.5 million (US$156.7m) and which is yet to be completed.

Sidley Austin has advised NetDragon Websoft Inc in respect of its memorandum of understanding (MOU) with Baidu Holdings Ltd Inc. NetDragon is an innovator and creative force in China’s online gaming and mobile internet industries whilst Baidu is a leading Chinese language internet search provider. The MOU relates to the proposed sale of NetDragon’s equity interest in 91 Wireless Websoft Ltd to Baidu. Baidu intends to purchase the entire issued share capital of 91 Wireless for a total of US$1.9 billion and the remaining equity interest from other shareholders, based on terms and conditions similar to those offered to NetDragon. NetDragon and Baidu will finalise negotiations on the terms by 14 August 2013. Partner Gloria Lam led the transaction.

Tay & Partners has advised in respect of the completion of the loan and security documentation for facilities aggregating RM180 million (US$56.59m) granted by AmBank (M) Bhd, CIMB Bank Bhd and UOB Bank Malaysia Bhd to a property developer, a subsidiary of a public listed company, for its proposed mixed development on a prime location in Kuala Lumpur. Partner David Lee led the transaction.

WongPartnership is acting for Credit Suisse (Singapore) Ltd, as the sole global coordinator and issue manager, and Credit Suisse (Singapore) Ltd and DBS Bank Ltd, as the joint bookrunners and underwriters, in respect of an IPO of SPH REIT under Regulation S to raise approximately S$503.9 million (US$398m). Partners Rachel Eng, Tan Teck Howe, Long Chee Shan and James Choo led the transaction.

WongPartnership has also acted for SGX-ST listed United Envirotech Ltd (UEL) in respect of the establishment of its US$300 million medium term note programme. UEL is an environmental solutions provider focusing on water and wastewater treatment. Standard Chartered Bank acted as arranger and dealer. Partners Hui Choon Yuen, Goh Gin Nee and Trevor Chuan led the transaction.