Deals – July 22, 2015

Allen & Gledhill has also advised Avago Technologies Ltd in respect of its acquisition of Broadcom Corp for approximately US$37 billion in cash and stock. The combined company is valued at US$77 billion in enterprise value. The transaction will involve, among others, a scheme of arrangement to be proposed by Avago to its shareholders under Singapore law. Partners Lucien Wong, Christopher Koh, Sophie Lim and Michelle Fum led the transaction which is the largest semiconductor acquisition in history.

Allens has advised energy utility assets operator DUET Group in respect of its proposed A$1.4 billion (US$841.9m) acquisition of Energy Developments Ltd and A$1.67 billion (US$1.23b) equity raising to fund the proposed acquisition. DUET announced on 20 July 2015 that it has entered into a scheme implementation deed with Energy Developments to buy 100 percent of the company’s shares by way of a scheme of arrangement. To fund the proposed acquisition, DUET Group launched a fully underwritten A$1.67 billion (US$1.23b) capital raising. Financial close of the deal is expected in October this year, pending necessary approvals. Partner Marc Kemp, with support from partners Stuart McCulloch, Alan Maxton, Veronica Siow, Kate Axup, Tracey Greenaway, Bill McCredie and Victoria Holthouse, led the transaction.

AZB & Partners is advising CLSA India Private Ltd and JP Morgan India Private Ltd as the joint global coordinators and book-running lead managers in respect of The Phoenix Mills Ltd’s qualified institutions placement of equity shares which was launched on 9 July 2015. Partner Varoon Chandra is leading the transaction which was valued at approximately INR10 billion (US$157m) and is yet to be completed.

AZB & Partners has also advised Kotak Mahindra Capital Company Ltd, IIFL Holdings Ltd and ICICI Securities Ltd as the book-running lead managers in respect of Manpasand Beverages Ltd’s IPO which was valued at approximately INR4 billion (US$62.8m). Partner Varoon Chandra also led the transaction which was completed on 9 July 2015.

Clifford Chance has advised Ascott, the wholly-owned serviced residence business unit of CapitaLand Ltd, in respect of its US$600 million 50:50 joint venture with the Qatar Investment Authority to set up a serviced residence fund with an initial focus on the Asia Pacific and Europe regions. Ascott is the world’s largest international serviced residence owner-operator with a portfolio spanning over 82 cities across more than 20 countries. Partner Valerie Kong, supported by partners Leng-Fong Lai and Raymond Tong, led the transaction.

Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, in respect of the INR660 million (US$10.36m) financing under its takeout finance scheme to Orange Jaisalmer Wind Energy Private Ltd for its 39.9MW Wind Power Plant at Bhesada, District Jaisalmer, State of Rajasthan. Under the scheme, India Infrastructure Finance agreed to takeout part of the exposure of existing lenders to the above project and agreed to become part of the existing consortium of lenders comprising of State Bank of India, State Bank of Hyderabad and Indian Renewable Energy Development Agency Ltd. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, in respect of the INR390 million (US$6m) financing under its takeout finance scheme to Orange Renewable Power Private Ltd for its 19.5MW Wind Power Plant at Dalot, District Pratapgarh, State of Rajasthan. Under the scheme, India Infrastructure Finance has agreed to takeout part of the exposure of Indian Renewable Energy Development Agency Ltd to the project and become part of the existing consortium of lenders comprising of State Bank of Patiala and Indian Renewable Energy Development Agency Ltd. Associate partner Girish Rawat also led the transaction.

Herbert Smith Freehills‘ Singapore office has advised Amcor Ltd in respect of its acquisition of Packaging India Private Ltd (PIPL), a flexible packaging company, from Indian-listed Essel Propack. PIPL provides packaging for large Indian and international consumer goods companies, such as P&G, Unilever, Cadbury, General Mills, Henkel and Wrigley. Amcor is a global leader in responsible packaging solutions for the food, beverage, healthcare, home and personal care, and tobacco packaging industries. It has over 180 sites in 43 countries and more than 26,000 employees. Singapore corporate partner Nicola Yeomans led the transaction, working with AZB & Partners in Bangalore and Chennai.

Hogan Lovells has advised UBS AG Hong Kong Branch as the placing agent in respect of a placement of 658 million new shares of Far East Horizon Ltd for approximately US$585.8 million. HKSE-listed Far East Horizon is a leading Chinese financial service provider devoted to providing tailored one-stop financial solutions. Hong Kong partner Nelson Tang, supported by partner Thomas Tarala, led the transaction.

Hogan Lovells has also advised the syndicate of lenders in respect of the restructuring of a term loan to Saigon Premier Container Terminal (SPCT) to fund the development and construction of a container terminal facility in Ho Chi Minh City, Vietnam. The syndicate of lenders includes Australia and New Zealand Banking Group Ltd, Hong Kong and Shanghai Banking Corp Ltd, Credit Agricole Corporate and Investment Bank and Natixis SA. SPCT is a joint venture between DP World Ltd and Tan Thuan Industrial Promotion Company, a Vietnamese state-owned enterprise. The original project was the first internationally project-financed port deal in Vietnam. The terminal, which can receive 50,000DWT fully loaded vessels and 70,000DWT partially loaded vessels, provides the most efficient route for shipping companies to enter the ports of Ho Chi Minh City. London partner Gary Hamp and Hong Kong BRI partner Stuart Tait, supported by Vietnam partner Jeff Olson, led the transaction.

HSA Advocates has advised the Government of Kerala and Vizhinjam Seaport International Ltd (VISL) in respect of the selection of a private partner for implementing the Vizhinjam International Multi-Purpose Seaport project. The project has been awarded to Adani Ports and Special Economic Zone Ltd pursuant to a global competitive bid process. The project is being developed under PPP model with viability gap funding from the Government of India and Government of Kerala. The port is proposed at Vizhinjam, 16kms away from Thiruvananthapuram, capital of Kerala. The proposed port is just 10 nautical miles from the international shipping lane, is endowed with natural seawater depth of up to 24m and as close as one nautical mile from the seacoast. Due to this natural depth, Vizhinjam can attract the largest container vessels currently in operation and also the future mega container carriers. The firm is also representing VISL before the National Green Tribunal and the Supreme Court in relation to an application challenging the environmental and CRZ clearance granted to the project. Managing partner Hemant Sahai, supported by partners Anjan Dasgupta and Pranav Singh, led the transaction.

J Sagar Associates has acted as domestic counsel to Axis Capital Ltd and IDFC Securities Ltd as the underwriters in respect of the filing of the draft red herring prospectus with the Securities and Exchange Board of India in connection with Paranjape Schemes Ltd’s proposed IPO which was valued at approximately INR6 billion (US$94.2m). Partners Nosh Modi and Arka Mookerjee led the transaction whilst Squire Patton Boggs Singapore acted as international counsel. Cyril Amarchand Mangaldas acted as domestic counsel for Paranjape Schemes Ltd.

J Sagar Associates has also acted as deal counsel in respect of Titagarh Wagons Ltd’s (TWL) approximately INR1.5 billion (US$23.6m) qualified institutions placement. TWL is one of the leading private sector railways wagons manufacturers in India. ICICI Securities Ltd and Religare Capital Markets Ltd were the book-running lead managers. Partners Somasekhar Sundaresan and Kaushik Mukherjee led the transaction.

Khaitan & Co has represented 3M India Ltd in respect of a matter involving the Officer of Legal Metrology Mumbai who had seized certain 3M products for not disclosing an email ID for consumer complaints, allegedly violating Rule 6 (2) of the Legal Metrology (Packaged Commodities) Rules 2011. A criminal complaint was filed against 3M and its entire board of directors. The company filed an application to quash and set aside the impugned complaint and order of issuance of summons. The Bombay High Court quashed and set aside the complaint and entire criminal proceedings. Partner Raj Panchmatia represented the client on the transaction.

Khaitan & Co has also represented and successfully defended Intas Pharmaceuticals Ltd in respect of the use of the mark “MULTI CHERRY” used in dietary supplements against Indchemie Health Specialities Pvt Ltd’s claim of trademark infringement of their mark “CHERI” used in pharmaceutical preparations at the ad-interim stage. Intas is a leading vertically integrated global pharmaceutical formulation development, manufacturing and marketing company headquartered in India. Partner Adheesh Nargolkar represented the client on the transaction.

Maples and Calder has acted as Cayman Islands counsel to Man King Holdings Ltd, a Cayman Islands company, in respect of its IPO and placing of 100 million shares with a par value of HK$0.01 (US$0.00129) each on the HKSE. The shares were offered at HK$0.80 (US$0.10) per share and the listing raised approximately HK$80 million (US$10.32m). Man King is a main contractor in the construction industry principally engaged in providing civil engineering services in Hong Kong. Ample Capital Ltd acted as the sole sponsor and lead manager. Partner Jenny Nip led the transaction whilst Hui & Lam acted as Hong Kong counsel. Francis & Co, in association with Addleshaw Goddard (Hong Kong), acted for the sole sponsor and underwriters.

Norton Rose Fulbright has advised OCBC Bank (Malaysia) Berhad and a syndicate of lenders in respect of the US$755 million limited recourse project financing of the “Armada Kraken” floating production storage and offloading vessel for Bumi Armada Berhad, which will be located at the Kraken oil field in the UK Sector of the North Sea. The financing is for the acquisition, conversion, refurbishment, installation and other ancillary work of “Armada Kraken” under the charter contract with EnQuest Heather Ltd, EnQuest ENS Ltd, First Oil and Gas Ltd, Nautical Petroleum Ltd and Nautical Petroleum AG as field partners, led by EnQuest Heather Ltd as field operator. The facility is intended to refinance an existing bridge loan signed on 31 March 2014 and comprises of both a term loan and a letter of credit facility. The syndicate of lenders comprised Export-Import Bank of Malaysia Berhad, Maybank International Labuan Branch, National Bank of Abu Dhabi PJSC Labuan Branch, Oversea-Chinese Banking Corp Ltd, RHB Bank Bhd Singapore Branch, Sumitomo Mitsui Banking Corp and The Bank of Nova Scotia Singapore Branch. The agreement was signed on 7 July 2015 with a loan tenor of eight years. The borrower is Armada Kraken Pte Ltd, a Singapore-incorporated company wholly-owned by Malaysia-listed Bumi Armada Berhad. This was a landmark transaction for Bumi Armada, achieving many firsts, including their first FPSO project in North Sea, their first heavy oil FPSO and their first project financing of this size. Singapore partner Ben Rose, assisted by partner Robert Driver, led the transaction.

Norton Rose Fulbright has also advised Rabobank in respect of the €85 million (US$92.3m) refinancing of a 2012 loan facility to Pickenpack, a leading supplier and distributor of private label/co-pack frozen seafood products in Europe. The transaction was a multi-tranche borrowing base facility, including a complicated release and security arrangement in multiple jurisdictions, arranged by Rabobank Hong Kong, Unicredit Bank AG, Deutsche Bank AG Filiale Deutschlandgeschäft and China CITIC Bank International Ltd. The Pickenpack Group provides value-added products, including frozen fish fingers, nuggets and gourmet fillets for the retail and catering market as well as for food service units all over Europe. Partners Davide Barzilai (Hong Kong), Oliver Sutter (Frankfurt) and Janet Butterworth (Paris) led the transaction whilst Appleby advised on Bermuda law and Harneys advised on Cyprus law.

Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Suntec REIT, in respect of the proposed divestment of Park Mall to Park Mall Pte Ltd at a consideration of S$411.8 million (US$300.5m) and the establishment of a joint venture company, Park Mall Investment Ltd, of which Suntec REIT holds a 30 percent stake, to redevelop Park Mall into a commercial cum retail development. Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Sullivan & Cromwell has represented Alibaba Group Holding Ltd (China) in respect of its agreement with Foxconn Technology Group (Taiwan) under which Alibaba and Foxconn will each invest ¥14.5 billion (US$116.7m) in SoftBank Robotics Holdings Corp (SBRH) (Japan), the SoftBank Group’s intermediate holding company responsible for its robotics business. Under the agreement, upon the completion of the investment by Alibaba and Foxconn, SoftBank’s SBRH share ownership ratio will become 60 percent whilst and Alibaba and Foxconn will each hold ownership stakes of 20 percent. SoftBank, Alibaba and Foxconn will build a structure to bring Pepper and other robotics businesses to global markets and cooperate to spread and develop the robotics industry worldwide. Corporate partners Garth W Bray (Beijing), William Y Chua (Hong Kong) and Olivier de Vilmorin (Paris) and intellectual property partner Nader A Mousavi (Palo Alto) led the transaction which was announced on 18 June 2015.

Weerawong, Chinnavat and Peangpanor has represented the Electricity Generating Authority of Thailand (EGAT), the largest power generator in Thailand, and Krung Thai Asset Management Public Company Ltd (KTAM) in respect of the IPO of North Bangkok Power Plant Block 1 Infrastructure Fund, Electricity Generating Authority of Thailand (EGATIF). EGATIF is the first state-owned enterprise sponsored infrastructure fund and, with an offering size of β20.85 billion (US$605m), the largest electricity infrastructure fund to be listed on the Stock Exchange of Thailand to date. The fund has invested in the rights to revenue from the operation of North Bangkok Power Plant Block 1, one of EGAT’s latest combined-cycle power plants with a contracted power generation capacity of 670MW, for a 20-year period. Trading of EGATIF investment units commenced on 13 July 2015. Executive partner Peangpanor Boonklum led the transaction.

Weerawong, Chinnavat and Peangpanor has also represented Green Earth Power (Thailand) Co Ltd (GEP) in respect of the acquisition by Vintage Engineering PLC (VTE) of 12 percent shares in GEP. The acquisition was transacted through the combination of subscription of new ordinary shares in GEP, for which VTE paid subscription price in cash, and purchase of existing shares in GEP from its major shareholder, for which VTE issued its new shares to that major shareholder of GEP (a share swap). The transaction is valued at β666 million (US$19.3m). GEP is a privately-owned holding company that invests in the development and operation of solar power projects throughout ASEAN and Japan. VTE is an engineering firm that provides services for full-scale engineering systems for a wide variety of residential, hotel, hospital, shopping mall and factory buildings. The firm also advised VTE in respect of corporate approval and compliance with securities and exchange laws and regulations. Executive partner Chinnavat Chinsangaram led the transaction.

WongPartnership acted for the arranger, BNP Paribas, acting through its Singapore branch, in respect of Splendid Investments Ltd’s S$300 million (US$218.75m) multicurrency medium term note programme unconditionally and irrevocably guaranteed by KNM Group Berhad dated 19 June 2015, and the issuer and the guarantor in respect of the programme through China wall arrangements. Partners Hui Choon Yuen, Goh Gin Nee and Trevor Chuan led the transaction.

WongPartnership has also acted for L Capital Asia in respect of the subscription by Standard Chartered Private Equity of new shares amounting to US$52 million in Crystal Jade Group Holdings, an L Capital Asia portfolio company. Partners Chan Sing Yee and Jason Chua led the transaction.