Deals – 10 April 2014

Allen & Gledhill has also advised DBS Bank Ltd in respect of a S$500 million (US$399m) multicurrency debt issuance programme established by Vallianz Holdings Ltd. DBS was appointed arranger of the programme whilst DBS Trustee Ltd was appointed trustee for holders of the notes. Under the programme, Vallianz issued S$100 million (US$79.8m) fixed rate notes due 2016 with DBS as dealer for the notes. Partners Au Huey Ling, Ong Kangxin and Sunit Chhabra led the transaction.

Allens has acted for a syndicate of 20 lenders in respect of providing the A$22 billion (US$20.4b) needed for shopping centre group Westfield Group to complete its restructure and merge its Australian and New Zealand business with Westfield Retail Trust. The funding commitments include the biggest bridge facility in Australian corporate history – a A$14billion (US$12.97b) two-year bridge (with an option to extend a further 12 months) and A$8 billion (US$7.4b) two-to-six year bank facilities. Documents have been signed but closing is not scheduled until June 2014. Once completed, the Westfield Group and the Westfield Retail Trust Group will be restructured to establish two new groups – Westfield Corporation for international operations and Scentre Group for Australian and New Zealand operations. Partner Diccon Loxton led the transaction with input from the firm’s integrated alliance partner Linklaters via its offices in Singapore and New York. HWL Ebsworth acted for Westfield Group.

Allens has also advised GPT Wholesale Shopping Centre Fund (GWSCF) in respect of its A$496 million (US$462.6m) acquisition of a 50 percent interest in the Northland Shopping Centre from Canadian pension fund CPPIB. Northland Shopping Centre is a super-regional centre located near the Melbourne CBD. It comprises approximately 300 speciality stores and is anchored by Myer, Kmart, Target, Coles, Woolworths and a 15-screen Hoyts cinema complex. The acquisition was part of an arrangement under which GWSCF sister fund, GPT Wholesale Office Fund, will – subject to the non-exercise of pre-emptive rights – also acquire four Commonwealth Property Office Fund office towers with a value of approximately A$679 million (US$633.38m). The two transactions will potentially result in the GPT Group acquiring A$1.2 billion (US$1.12b) worth of assets, which is a very significant step towards meeting the GPT Group’s targets for funds under management. Partner Nicholas Cowie led the transaction. King & Wood Mallesons acted for CPPIB.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Power Finance Corporation Ltd in respect of the rupee-denominated secured term loan facilities made available to Renew Wind Energy (Welturi) Private Ltd to finance the construction, development, operation and maintenance of the 25.2 MW wind power project in Beed District of Maharashtra. Partner Jatin Aneja led the transaction which was valued at INR1.14 billion (US$18.95m) and closed on March 2014.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised a consortium of Indian banks, led by State Bank of India, in respect of the rupee-denominated secured term loan facilities made available to Experion Developers Private Ltd to finance the development, design, procurement and construction of two luxury group housing projects in Gurgaon, Haryana. Partner Jatin Aneja also led the transaction which was valued at approximately INR375 crores (US$62.36m) and closed on March 2014.

Appleby Hong Kong has advised the mandated lead arrangers and financial advisors, which included China Minsheng Banking Corp Ltd Hong Kong Branch, BNP Paribas Hong Kong Branch, Credit Suisse AG Singapore Branch, Deutsche Bank AG Singapore Branch, Goldman Sachs (Asia) LLC, Goldman Sachs Lending Partners LLC, ICBC International Finance Ltd and JPMorgan Chase Bank NA, in respect of the US$3 billion privatisation of the NYSE-listed Chinese online gaming company Giant Interactive Group Inc. The privatisation, by way of a merger in the Cayman Islands, will involve Giant Interactive merging with Giant Merger Ltd, which is acting as the buying vehicle and is controlled by a consortium consisting of Giant Interactive’s chairman Shi Yuzhu, Baring Private Equity and Hony Capital. The merger is expected to close in the second half of 2014. Partner Jeffrey Kirk led the transaction whilst Linklaters Hong Kong acted as onshore counsel.

Appleby has also acted as Cayman counsel for Times Property Holdings Ltd in respect of the issuance of 12.625 percent US$225 million senior notes due 2019. The notes were listed on the HKSE on 24 March 2014 and will bear interest from 21 March 2014 at 12.625 percent per annum, payable semi-annually in arrears on 21 March and 21 September of each year beginning 21 September 2014 and will mature on 21 March 2019. The proceeds will be used to refinance existing indebtedness and finance existing and new property development projects, among others. Partner Judy Lee led the transaction whilst Sidley Austin advised as to Hong Kong and US laws and Commerce & Finance Law Offices advised as to PRC law. Davis Polk & Wardwell and King & Wood Mallesons advised the initial purchasers as to US and PRC laws, respectively.

AZB & Partners has advised CDC Group plc in respect of its acquisition of about 13.5 million equity shares of The Ratnakar Bank Ltd. Partner Ashwin Ramanathan led the transaction which was valued at approximately US$29 million and was completed on 27 March 2014.

Clayton Utz is acting for Macquarie Capital as sole lead manager and underwriter in respect of aged care group Japara Healthcare’s proposed A$450 million (US$416.8m) plus IPO, announced to the market on 4 April 2014. The Japara group owns and operates aged care facilities and retirement complexes for Australian residents. Under the proposed offer, Japara Healthcare plans to raise up to A$450.4 million (US$417.18m) through the issue of up to 225.2 million shares at an indicative price of A$2.00 (US$1.85) each, valuing the company at approximately A$525 million (US$490.6m). Partner Brendan Groves is leading the transaction which is considered as the largest in the Australian market so far this year.

Davis Polk has advised Shanda Media Group Ltd in respect of its sale to Xu Xudong of an approximately 41 percent stake in Nasdaq-listed Ku6 Media Co Ltd, a leading internet video company in China. The purchase price of approximately US$47 million was based on the trading price of Ku6 Media’s ADSs prior to closing. The purchase was funded through a loan given by Shanda Media to Xu and secured by a share pledge over the shares held by Xu Xudong in Ku6 Media. Shanda Media is an affiliate of Shanda Interactive Entertainment Ltd, which offers a broad variety of content through its subsidiaries and affiliates. Xu is the founder and controlling shareholder of Sky Profit Ltd, which operates iSpeak, a social platform that allows users to engage in real-time online group activities through voice, text and video. Partner Miranda So led the transaction.

Deacons is advising Vanke Property (Hong Kong) Company Ltd, a wholly-owned subsidiary of Shenzhen Stock Exchange-listed China Vanke Co Ltd, in respect of its acquisition of the entire interest in a company which owns a land site in Wanchai, Hong Kong from HKSE-listed Soundwill Holdings Ltd. Vanke Property has also agreed to acquire from Soundwill the general building plans and related copyright for the proposed redevelopment of the land site. The sale and purchase agreements were signed on 31 March 2014. Completion is expected to take place on 28 April 2014. Partners Eugina Chan and Lilian Chiang are leading the transaction which was valued at approximately US$110.9 million.

Deacons is also advising China XLX Fertiliser Ltd as to Hong Kong law in respect of its proposed voluntary delisting from the SGX-ST and proposed conditional cash exit offer by Pioneer Top Holdings Ltd to acquire all the issued ordinary shares in China XLX’s capital, other than those already owned, controlled or agreed to be acquired by Pioneer Top and its concert parties. Partner Rhoda Yung is leading the transaction which was valued at approximately US$83.7 million and is yet to be completed.

Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR2 billion (US$33.3m) financial assistance to Reliance Infrastructure Ltd for augmenting and strengthening the Mumbai transmission project. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd (IIFCL), wholly-owned by the Government of India, and the lead managers in respect of the various tranches of public issue of tax free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961 aggregating up to the shelf limit of INR70.37 billion (US$1.17b) in FY 2013-14. The funds were raised by IIFCL in three tranches, with the last tranche having base issue size of INR7.5 billion (US$124.85m) with an option to retain over-subscription up to INR28.24 billion (US$470b). The third tranche was closed for subscription on 18 March 2014. SBI Capital Markets Ltd, Axis Capital Ltd, AK Capital Services Ltd, ICIC Securities Ltd, Karvy Investor Services Ltd and RR Investors Capital Services Private Ltd acted as lead managers. Partner Girish Rawat also led the transaction.

DLA Piper has advised TowerJazz Japan Ltd in respect of the completion of a joint venture with Panasonic Corporation. The JV has received Panasonic’s semiconductor manufacturing processes at its three factories in Hokuriku, Japan, which will be delivered by TowerJazz for a period of five years. TowerJazz holds 51 percent whilst Panasonic holds 49 percent of the JV. In consideration for its 51 percent equity stake in the JV, TowerJazz issued 870,454 ordinary shares worth approximately US$7.5 million to Panasonic. As a result of holding these shares, Panasonic becomes a minority shareholder with approximately 1.8 percent of TowerJazz ordinary shares. TowerJazz will continue Panasonic’s production of semiconductors as a subcontractor for Panasonic, whilst also being able to offer its own customers state-of-the-art digital technology at an increased capacity and growing their revenue by approximately US$400 million per annum. The JV will allow Panasonic to leverage TowerJazz’s business to capture out-of-group sales. Partner Hajime Iwaki led the transaction. Yigal Arnon, led by partners David Schapiro and Eliran Furman, also advised on the deal.

Gide has advised Limagrain in respect of its acquisition of Seed Asia International Ltd, a Hong Kong company with two wholly-owned subsidiaries in Thailand and Cambodia. The transaction gives Limagrain access to the high growth potential area of South East Asia and proprietary genetic resources of high quality tropical corn which is well-suited to other zones (Brazil, Southern China and Africa) where Limagrain operates. Partner Gilles Cardonnel led the transaction in coordination with Chandler Thong Ek in Thailand and Bun & Associates in Cambodia.

Han Kun has acted as PRC counsel to Tarena International Inc, a leading provider of professional education services in China, in respect of its IPO of 15.3 million American Depositary Shares (ADSs) at US$9.00 per ADS, for a total offering size of US$137.7 million, assuming the underwriters do not exercise their option to purchase additional ADSs. Each ADS represents one Class A ordinary share of the company. Of the 15.3 million ADSs being offered, 11.5 million ADSs are offered by Tarena and 3.8 million are being offered by the selling shareholders. One of the selling shareholders has granted the underwriters an over-allotment option to purchase up to approximately 2.3 million additional ADSs at the IPO price within 30 days from the date of final prospectus. Goldman Sachs (Asia) LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners, Jefferies LLC acted as the lead manager, and Oppenheimer & Co Inc acted as the co-manager for the offering.

IndusLaw has advised Arvind Brands and Retail Ltd in respect of its INR100 crores (US$16.6m) acquisition of 49 percent stake in Premium Garments Wholesale Trading Private Ltd, a joint venture that sells fashion brand Calvin Klein in India. Arvind bought out stakes jointly held by the Murjani Group and the US-based private equity fund Matrix Partners in the company. Arvind will now be the Indian partner for US-based Phillips-Van Heusen Corporation, which globally owns Calvin Klein trademarks, for selling Calvin Klein jeans, apparel and accessories and underwear products in the country. Partner Suneeth Katarki led the transaction which closed on March 2014. JSA Mumbai also advised on the deal.

J Sagar Associates has acted as the sole Indian counsel for Export-Import Bank of India in respect of the issuance of US$500 million 3.875 percent notes due 2019 under its US$6 billion medium term note programme. The notes were issued under Regulation S of the US Securities Act of 1933. Citigroup Global Markets Ltd London, JP Morgan Securities plc London and Standard Chartered Bank Singapore were the managers of the issue. Partners Dina Wadia and Uttara Kolhatkar led the transaction whilst Allen & Overy was the sole international counsel.

Khaitan & Co has advised Meidensha Corporation Japan in respect of its joint venture with Prime Electric through acquisition of a 23 percent minority stake in Prime Electric. Founded in 1897 in Japan, Meidensha manufactures and sells capital goods, including generators, substation equipment, electronic equipment, and information equipment in Japan and internationally. Partner Rabindra Jhunjhunwala led the transaction, with assistance from partners Anand Mehta and Abhishek Sharma.

Khaitan & Co has also advised Orient Cement Ltd in respect of the approximately US$200 million rupee loan facilities from a syndicate of lenders led by State Bank of India to finance the development of a 3 MTPA greenfield integrated cement plant along with a 45 MW captive power plant at Gulbarga, Karnataka. A CK Birla Group company, Orient Cement Ltd is an independent public limited company operating in the cements sector. Partners Shishir Mehta and Kumar Saurabh Singh led the transaction.

Luthra & Luthra has acted as Indian counsel to Sterling Biotech Ltd in respect of its exchange offering of foreign currency convertible bonds valued at approximately US$206.5 million. The transaction involved the refinancing of the bonds on which Sterling defaulted in 2012 and which was subject to ongoing legal dispute with the bondholders. Partner Manan Lahoty led the transaction. O’Melveny & Myers Singapore and Jones Day Singapore also advised on the deal.

Maples and Calder has acted as Cayman Islands counsel to CVC Capital in respect of its acquisition of a controlling stake in Da Niang Dumpling Holdings Ltd, a leading Chinese cuisine quick-service restaurant operator in China with a network of over 440 outlets in 19 provinces across the PRC, from the founder Wu Guoqiang, who will remain as a shareholder. Partner Greg Knowles led the transaction whilst Clifford Chance and Jun He acted as international and PRC counsel, respectively.

Minter Ellison has acted as specialist Australian tax adviser to European private equity firm Permira in respect of the US $1.1 billion sale by funds managed by Permira of Renaissance Learning to private equity firm Hellman & Friedman. Permira has a long track record of successfully investing in technology and digital media companies around the world. Renaissance Learning is a world leader in cloud-based assessment, teaching and learning solutions with customers in over one-third of US schools and more than 60 countries worldwide. Hellman & Friedman is a leading private equity investment firm with offices in San Francisco, New York and London. Partner David Pratley led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US advisors. Simpson Thacher & Bartlett acted as Hellman & Friedman’s US advisors whilst King & Wood Mallesons acted as Australian advisors.

Paul Hastings has represented Optics Valley Union Company Ltd in respect of its US$107 million global offering and IPO on the HKSE. BNP Paribas, China Merchants Securities, Haitong International, GF Securities, Changjiang Securities, CCB International and ABCI Securities were the underwriters of the offering. Optics Valley Union is primarily engaged in the development and operation of large- scale business parks with distinctive industry themes in China. Partners Raymond Li and Catherine Tsang led the transaction.

Rodyk & Davidson is acting for KSH Holdings Ltd, Lian Beng Group Ltd and Heeton Holdings Ltd in respect of their joint venture investment in Cambodia, which has plans to redevelop the Imperial Garden Villa & Hotel on the 15,882 sq m plot of land at Khan Daun Penh, Phnom Penh. The Singapore JV partners’ vehicle, Imperial South East Asia Investment Pte Ltd, has signed a JV agreement with Cambodian national Lok Oknha Sear Rithy to set up a real estate development company in Cambodia. The purchase consideration for the land and hotel was US$64 million. Partner Valerie Ong, supported by partners Justin Tan and Au Yong Hung Mun, led the transaction.

Rodyk & Davidson has also acted for HSBC Institutional Trust Services (Singapore) Ltd, as the trustee of CapitaMall Trust (CMT) and the issuer, in respect of the S$350 million (US$277.6m) offering of 3.08 percent retail bonds due 2021 pursuant to CMT’s S$2.5 billion (US$1.98b) retail bond programme, both to institutional investors and to the general public. Partner Nicholas Chong led the transaction.

Shook Lin & Bok has acted as Singapore counsel for Spanish travel technology company Amadeus IT Holding SA in respect of its US$500 million acquisition of US technology group NMTI Holdings Inc and its affiliate group Newmarket International, a cloud-based technology solutions provider for the hotel market. Partner Ho Ying Ming led the transaction.

Shook Lin & Bok is also acting for SGX-listed XinRen Aluminum Holdings Ltd, a leading aluminum producer in China, in respect of the RMB3.15 billion (US$508.4m) acquisition, following the completion of the purchase of the initial stake, of an additional 30 percent stake in China Leading International Group Ltd. Partners Wong Gang and Tan Wei Shyan are leading the transaction.

Slaughter and May Hong Kong is advising Oversea-Chinese Banking Corporation Ltd, the second largest financial services group in Southeast Asia by assets, in respect of its pre-conditional voluntary general cash offer through its-wholly owned subsidiary, OCBC Pearl Ltd, to acquire the entire issued share capital of Wing Hang Bank Ltd. The offer, which was announced on 1 April 2014, is for a total estimated value of HK$38.43 billion (US$4.96b). The deal will allow OCBC to add Wing Hang’s network of over 70 branches in Hong Kong, Macau and mainland China. The transaction, subject to approvals from Hong Kong and Singapore regulators, is expected to close before 30 June 2014. Partners Neil Hyman and Clara Choi are leading the transaction whilst Maples and Calder, led by partner Greg Knowles, is acting as Cayman Islands counsel. Freshfields, led by partners Robert Ashworth and Edward Freeman, is advising Wing Hang Bank.

Tay & Partners has acted for Amcorp Properties Berhad in respect of the disposal of its 20 percent stake in Kesas Holdings Bhd, a highway concession company, to Gamuda Berhad for a total cash consideration of RM280 million (US$85.66m). Partners Chang Hong Yun, Tay Beng Chai and Teo Wai Sum led the transaction.

Watson, Farley & Williams has advised the joint venture involving M3nergy and PT Transamudra as sponsors in respect of a US$182 million term facility and an approximately US$38.4 million guarantee facility. The funds will finance the floating production, storage and offloading facility named “FPSO Ratu Nusantara” which is scheduled for operation by Petronas Carigali in the ‘Bukit Tua’ oil and gas field in the Ketapang block, offshore Madura Island, East Java, Indonesia. M3nergy is an emerging exploration and production company headquartered in Malaysia and owned by Sabah Development Bank. PT Transamudra is an owner and operator of vessels in the offshore oil and gas sector headquartered in Indonesia. The loan facilities were provided to PT M3 Ketapang Sejahtera, a JV owned by the sponsors and by a syndicate of lenders consisting of CIMB Bank Berhad Labuan Offshore Branch, Export- Import Bank of Malaysia Berhad, Industrial and Commercial Bank of China (Malaysia) Berhad, National Bank of Abu Dhabi Malaysia Berhad, Natixis Singapore Branch, Oversea-Chinese Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation (SMBC). SMBC acted as coordinating bank for the lenders as well as facility agent and security agent. Partner Andrew Nimmo led the transaction.

Weil, Gotshal & Manges is acting as US adviser to Baring Private Equity Asia in respect of a definitive agreement and plan of merger by Noah Education Holdings Ltd, a leading provider of education services in China, with Rainbow Education Holding Ltd (RE Holding) and its wholly-owned subsidiary Rainbow Education Merger Sub Holding Ltd (RE Sub Holding), pursuant to which RE Holding will acquire Noah for US$2.85 per ordinary share or US$2.85 per American Depositary Share (each representing one ordinary share ) of the company. The consideration to be paid to holders of ordinary shares and ADSs implies a company value of approximately US$107.4 million on a fully diluted basis. Upon completion of the transaction, RE Holding will be beneficially owned by a consortium comprised of MSPEA Education Holding Ltd, along with some existing company shareholders, including Baring’s affiliate, Baring Asia II Holdings (22) Ltd. The consortium beneficially owns approximately 68 percent of the outstanding ordinary shares of the company, including ordinary shares represented by ADSs. The merger, which is expected to close on the second or third quarter of 2014, is subject to customary closing conditions, as well as company shareholders’ approval. Partner Akiko Mikumo is leading the transaction. Latham & Watkins is serving as US advisor and Maples and Calder as Cayman Islands advisor to the Special Committee of Noah’s Board of Directors. Skadden, Arps, Slate, Meagher & Flom is serving as US advisor whilst Conyers Dill & Pearman and Zhong Lun Law Firm are serving as Cayman Islands and PRC advisors to the consortium.

Weil, Gotshal & Manges has also represented DomusVI, a leading French company in the retirement/nursing home business, in respect of its joint venture with Hanfor Holdings, a Chinese real estate investment company, for the development of retirement/nursing homes in China. Partner Li Li led the transaction.

WongPartnership has acted for DBS Bank Ltd as the sole lead manager in respect of the issue by Singapore Airlines Ltd of S$500 million (US$399m) notes under its recently updated and upsized S$2 billion (US$1.6b) multi-currency MTN programme. Partner Hui Coon Yuen led the transaction.

WongPartnership has also advised Samsung Fine Chemicals Co Ltd and Samsung Electronics Co Ltd in respect of their investments in the IPO of SunEdison Semiconductor Ltd through private placements. Partners Andrew Ang and Lim Hon Yi led the transaction.

Yoon & Yang has represented SK Innovation, one of the world’s leading makers of lithium-ion battery separators, in respect of an infringement action brought by its competitor, LG Chem, over LG Chem’s patent for ceramic-coated separators which are of special importance in enhancing the safety of large-capacity lithium-ion batteries. SK Innovation’s first victory against LG Chem came on 9 August 2012 when the Korea Intellectual Property Tribunal (KIPT) declared the LG Patent invalid for lack of novelty. The Patent Court upheld KIPT’s determination and dismissed LG Chem’s appeal on 11 April 2013. On 21 February 2014, the Seoul Central District Court ruled that SK Innovation’s lithium-ion batteries did not infringe on the LG Patent. Partner Wonil Kim led the transaction.