Deals – 1 April 2011

Allen & Overy has advised the receivers of PwC and – together with Chadbourne and Parke – HSBC Bank USA National Association as trustee in respect of a conditional settlement reached with Lehman Brothers Special Financing Inc on the recovery of minibond collateral for the benefit of the minibond investors of series 10 to 12, 15 to 23 and 25 to 36. Upon becoming unconditional, the settlement will result in the vast majority of minibond investors recovering more than 80 per cent of their original investment from the minibond collateral recovered by PwC, with a further ex gratia payment being made by the sixteen Hong Kong banks who distributed the minibond to the minibond investors, taking the recoveries up to between 85 per cent and 96.5 per cent of the original invested. The agreement is subject to noteholder approval, as well as obtaining confirmation from US Bankruptcy Court that the order made on 16 December 2008, known as the Derivatives Procedures Order, applied to the transaction underlying the relevant series. Partners David Kidd and Yvonne Siew led the transaction.

Allens Arthur Robinson has acted for Commonwealth Bank of Australia as the agent and CBA Corporate Services (NSW) Pty Ltd as the security trustee on behalf of the syndicate lenders in respect of the restructuring of Alinta Finance. The deal concerned a restructure of a A$2.8 billion (US$2.9b) debt facility through four creditors’ schemes of arrangement and involved a debt-for-equity swap in respect of the secured debt, and a transfer of ownership of the companies in the Alinta Finance group to an entity controlled by the lenders. Partners Vijay Cugati and Ian Wallace led the transaction.

Amarchand & Mangaldas has advised the investors – composed of Q Private Equity Trust, Macquarie Asia Pacific Co-Investment Fund LP (Australia) and Squadron South Asia (Mauritius) – in respect of their investment in AMR Constructions Ltd (AMR). The US$20 million investment was made in CCPS and equity shares issued by AMR. The transaction documents were signed on 28 February 2011 and the investment has been made. Partner Jaya Singhania led the transaction. AMR Constructions Ltd was advised by M C & Associates whilst the existing investor Avigo PE Investments Ltd Mauritius was advised by K Law.

AZB & Partners has advised Power Finance Corporation Limited (PFC) and the selling shareholder (i.e. President of India acting through the Ministry of Power, Government of India) in respect of the further public offering of approximately 229.6 million equity shares of PFC, comprising of fresh issue of approximately 172.1 million equity shares and offer for sale of approximately 57.4 million equity shares by the President of India, acting through the Ministry of Power, Government of India. Partner Meera Singh Joyce led the transaction which was announced in 19 March 2011 and is yet to be completed.

AZB & Partners has also advised Rabobank in respect of the US$40 million facility it extended to Magadi Soda Company Ltd, an indirect subsidiary of Tata Chemicals Ltd. The facility was secured by a guarantee provided by Tata Chemicals Limited. The transaction, which was completed in 9 March 22011, was led by partner Ashwin Ramanathan.

Clifford Chance has advised CLP Holdings (CLP) in respect of a US$288 million financing of its subsidiary the Jhajjar Power Project (JPP) in India, the first power project finance transaction in India involving Chinese lenders. Five Chinese and other international lenders were involved in the syndicated deal: China Development Bank, The Export-Import Bank of China, The Hongkong and Shanghai Banking Corporation, The Standard Chartered Bank and The Bank of Tokyo-Mitsubishi UFJ. The 1320mw (2x660mw) power project located in Jhajjar, Haryana in northern India is one of the first Indian coal-fired projects to be project financed by overseas lenders since the Dabhol power project in the 1990s. Partner Ting Ting Tan led the transaction.

Clifford Chance has also advised Siam Commercial Bank, Krung Thai Bank and TISCO Bank in respect of their syndicated loans to Sahaviriya Steel Industries UK (SSI UK) for its acquisition of the upstream steel production facilities of Teesside Cast Products (TCP) in Redcar, north England from Tata Steel UK Ltd. SSI UK is a wholly-owned subsidiary of Sahaviriya Steel Industries (SSI), Thailand’s largest steel sheet producer listed on the Bangkok Stock Exchange. The deal represents SSI’s first overseas investment and the acquisition is a strategic step towards fulfilling its ambition of becoming a fully integrated steel producer. Counsel Joseph Tisuthiwongse led the transaction.

Fangda has represented Hony Capital in respect of its US$10 million investment in Yantai North Andre Pectin Co Ltd, a producer of pectin and related products in Shandong province, China. The firm’s team was led by partner Jeffrey Ding.

HopgoodGanim has advised mineral exploration company JAB Resources (JAB) in respect of its merger with TSX-V listed Golden Touch Resources Corp (Golden Touch). As a result of the merger, all the issued securities of JAB have been acquired by Golden Touch, with shares and warrants in Golden Touch worth approximately A$15 million (US$15.5m) issued to former JAB security holders in exchange. Golden Touch acquired JAB’s shares using schemes of arrangement under Australian law. As part of the merger, over 8 million Golden Touch shares were issued to JAB security holders in a number of countries around the world. Partner Brian Moller led the transaction.

Khaitan & Co has advised utility vehicles and industrial and farm equipment manufacturer Mahindra & Mahindra Ltd (Mahindra) in respect of its acquisition of 38 per cent stake in EPC INDUSTRIE’ LTD, a company engaged in the manufacture and sale of micro irrigation systems and PE industrial pipes. Partner Kalpana Unadkat led the transaction.

Khaitan & Co has also advised Japanese automobiles and motorcycles manufacturer Honda Motor Co Ltd in respect of the sale of 26 per cent stake in Hero Honda Motors Ltd to Hero Investments Private Ltd for approximately US$854 million. The deal represents one of the largest M&A deals in 2011. Director Ketan Kothari led the transaction.

Kim & Chang has advised Korean private equity firm Consus Asset Management Co Ltd in respect of its sale of approximately 43.5 per cent of the shares of Medison Co Ltd (a Korean manufacturer of diagnostic ultrasound systems and other medical devices) and 100 per cent of the shares of Prosonic Co Ltd to Samsung Electronics. The transaction, which closed in February 2011, was led by Dong Youn Kim.

Latham & Watkins has advised Chinatrust Commercial Bank Co Ltd Singapore Branch and Société Générale Singapore Branch as the lead arrangers in respect of the US$400 million senior loan facility of PT Saptaindra Sejati (SIS), a subsidiary of PT Adaro Energy, from a syndicate of 12 local and international banks to refinance existing debts and finance capital expenditures. The loan has a maturity period of seven years, which is the longest tenor of any major financing to date in the Indonesian market. The mandated lead arrangers for the transaction were The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation Ltd, PT Bank UOB Buana, DBS Bank Ltd, Sumitomo Mitsui Banking Corporation, PT Bank Mandiri (Persero) Tbk Singapore Branch, The Bank of Tokyo-Mitsubishi UFJ Ltd Jakarta Branch, PT ANZ Panin Bank, Crédit Agricole Corporate and Investment Bank and Standard Chartered Bank. Partners Clarinda Tjia-Dharmadi and David Miles led the transaction.

Mallesons Stephen Jaques has acted for ING Management Ltd (IML) in respect of the transfer of its management rights in the ASX-listed ING Office Fund (IOF). Partner David Eliakim led the transaction.

Mayer Brown JSM has advised Elara Capital Plc as the sole lead manager and bookrunner in respect of the listing of up to 200 million global depositary receipts (GDRs) on the official list of the UK Listing Authority and the admission of approximately 24.3 million GDRs to trading on the LSE by Hoang Anh Gia Lai Joint Stock Company (HAGL). The deal represents the first ever overseas listing for a Vietnamese company. HAGL is one of Vietnam’s largest property developers and is also involved in rubber, hydro power and iron ore mining. Deutsche Bank Trust Company Americas has been appointed as depositary bank. Hoang Anh Nguyen in Hanoi and partners Drew Salvest, John Taylor and Paul de Bernier in London led the transaction.

Mori Hamada & Matsumoto has advised GCA Savvian Gruop as the financial advisor for MM Holdings (MMH), the acquisition vehicle established by Muneaki Masuda, in respect of MMH’s offer to acquire the 60.2 per cent stake it does not already own in Culture Convenience Club Co Ltd (CCC), the Japan listed video and music soft rental chain stores operator, via an all cash management buyout. The deal values the entire share capital at ¥116.546 billion (US$1.43b). Masuda owns 39.8 per cent of CCC. The transaction is subject to a minimum acceptance of 30.41 per cent and the offer was completed in 23 March 2011. Partners Yuto Matsumura, Takahiro Kobayashi and Yoshihiro Kojima led the transaction.

Paul, Hastings, Janofsky & Walker has advised Tan-Eu Capital (TEC), a company which manages funds and joint ventures in partnership with local partners in Asia, as co-sponsor in respect of the closing of real estate private equity vehicle Sotan China Real Estate I LP. The partnership, which TEC co-sponsored with Shui On Construction and Materials (SOCAM), is comprised of a club of European institutional investors with a joint venture between an affiliate of SOCAM and an affiliate of TEC acting as the general partner. The partnership will co-invest with SOCAM on transactions, resulting in equity available for investment of approximately US$400 million. The funds will be used to co-invest in special situation real estate projects in select second-tier cities throughout China. TEC will act as the fund manager whilst an affiliate of SOCAM will act as the asset manager. Partners John Cahill and Derek Roth led the transaction,

Paul, Hastings, Janofsky & Walker has also advised China-based financial services company Far East Horizon Ltd (FEH) in respect of its US$658 million IPO on the HKSE and a Reg S international offering. If exercised, the over-allotment option granted to the underwriters would bring the deal size to approximately US$757 million. China International Capital Corporation, Morgan Stanley, UBS and Hong Kong and Shanghai Banking Corporation were the joint bookrunners for the offering. Partners Raymond Li, Vivian Lam and Chris Betts led the transaction whilst Freshfields Bruckhaus Deringer advised the underwriters.

Paul, Weiss has advised IMAX Corporation (IMAX) in respect of its 75-theatre joint revenue sharing agreement with Wanda Cinema Line Corporation (Wanda). The agreement is the largest international deal ever for IMAX, and the second-largest in the company’s history. IMAX also announced the formation of IMAX China (Hong Kong) Ltd, a wholly-owned subsidiary of IMAX, to oversee the expansion of the rapidly growing IMAX business in the market. The agreement with Wanda represents IMAX’s first full revenue sharing agreement in China. Wanda, a wholly-owned subsidiary of Dalian Wanda Group, is the largest theatre operator in the PRC, as well as the country’s largest operator of IMAX theatres. Partner Jeanette Chan led the transaction.

Paul, Weiss has also advised Telefonaktiebolaget LM Ericsson (Ericsson) in respect of its purchase of Nortel Networks Corporation’s (Nortel) Multi Service Switch (MSS) business. The acquisition gives Ericsson access to a strong product portfolio and an installed base in the data segment. The transaction also ensures the supply of the MSS platform for the recently acquired CDMA and GSM business units that Ericsson previously acquired from Nortel. Partners Marilyn Sobel and Stephen Shimshak led the transaction.

Rajah & Tann has advised Oversea-Chinese Banking Corporation Limited (OCBC Bank) as the financial adviser to Min Aik Technology Co Ltd (Min Aik) in respect of Min Aik’s exit offer to acquire all the issued and paid-up ordinary shares in the capital of Map Technology Holdings Limited (Map Tech), other than those held by Min Aik and certain concert parties. Map Tech had presented a proposal to Min Aik to seek Map Tech’s voluntary delisting from SGX-ST, pursuant to Rules 1307 and 1309 of the SGX-ST Listing Manual. Pursuant to the delisting proposal, OCBC Bank has made, for and on behalf of Min Aik, a conditional exit offer. As announced on 22 March 2011, Map Tech shareholders approved the proposed delisting. Accordingly, the exit offer has become unconditional in all respects. The shares subject to the exit offer was valued at approximately S$74 million (US$58.7m). Partners Goh Kian Hwee & Lawrence Tan led the transaction.

Rajah & Tann has advised The Lexicon Group Limited (Lexicon) in respect of its acquisition from Pengiran Muda Abdul Hakeem, Gregory Carlyon Simmons, Michael Earle, Calypso Holdings & Investments Ltd, Rehan Velmi and Eileen Ong Ching Yi of 51 per cent of the issued and paid-up shares in the capital of Elektromotive Ltd, a UK incorporated company and a leading provider of technology and engineering solutions for electric vehicle recharging stations. The purchase consideration will be satisfied by the issue of new shares in Lexicon to the vendors or their nominees. The acquisition amounts to a major transaction, as well as an interested person transaction, under the Listing Manual Section B: Rules of Catalist, and accordingly is subject to the approval of the shareholders of Lexicon. The acquisition is also subject, inter alia, to a whitewash resolution being obtained from the independent shareholders of Lexicon waiving their rights to receive a mandatory general offer from the vendors and/or their nominees or any of them and any parties acting in concert with them arising from the allotment and issue of the consideration shares. The transaction, which is still on-going, is valued at approximately S$15.3 million, subject to certain downward adjustments. Partners Evelyn Wee, Lim Wee Hann, and Lorena Pang led the transaction.

Shook Lin & Bok’s Singapore office acted for Oversea-Chinese Banking Corporation Ltd as one of the joint lead managers in respect of the issuance of US$50 million 8.98 per cent fixed rate notes due 2016 by PT Elnusa Tbk, an oil and gas services listed company in Indonesia. Partners Marilyn See and Markus Blenntoft advised on the transaction.

Shook Lin & Bok’s Singapore office has also acted for Oversea-Chinese Banking Corporation Ltd as the lead arranger and the lenders in respect of the US$14 million and IDR258 billion (US$29.7m) credit facility granted to PT Agro Maju Raya to, inter alia, fund the acquisition of a palm oil company in Indonesia and the development costs of certain palm oil plantations in Indonesia. Partners Marilyn See and Stanley Lim advised on the transaction.

Slaughter and May, Hong Kong and London, is advising Unilever in respect of its first issuance of Renminbi denominated notes. The RMB300 million (US$45.8m) 1.15 per cent fixed rate notes due 31 March 2014 are issued by Unilever NV and guaranteed by Unilever PLC and Unilever United States Inc. Unilever’s Renminbi notes are the first issued by a European multinational and the first by a company in the FMCG sector. The note issue, which was announced on 28 March 2011, gives Unilever a new source of funding for its growth plans in China. Partners Peter Lake and Marc Hutchinson led the transaction.

WongPartnership has acted for private equity firm CDH China Management Company Ltd (CDH) in respect of a voluntary conditional cash offer by Clean Water Investment Ltd, an SPV managed by CDH, to acquire all the issued and paid-up ordinary shares in the capital of SGX-listed water treatment company Sinomem Technology Ltd at an offer price of S$0.70 (US$0.56) per share. The offer is valued at approximately S$351.25 million (US$278.76m). Partners Andrew Ang, Tay Liam Kheng and Christy Anne Lim acted on the matter.