Deals – 10 December 2009

Allen & Gledhill LLP has also advised MI-REIT in relation to its signing of a S$175 million (approx US$125.8m) term loan facility with Standard Chartered Bank, Commonwealth Bank of Australia and National Australia Bank Limited, as the original lenders and arrangers. Proceeds from the 3-year facility will be used to refinance existing loans and to finance its general corporate funding purposes. MI-REIT has also signed a S$40 million (approx US$28.7m) bridge facility with Standard Chartered Bank, as original lender and arranger, proceeds from which have been used to finance the acquisition of an industrial building located in the International Business Park in Singapore. Partner Julie Sim advised.

Finally, Allen & Gledhill LLP has acted as Singapore counsel to YTL Pacific Star REIT Management Limited, which manages Starhill Global Real Estate Investment Trust (Starhill Global REIT), in respect of Starhill Global REIT entering into a heads of agreement with Starhill Real Estate Investment Trust (Starhill REIT) to acquire the latter’s interests in Starhill Gallery and Lot 10 Shopping Centre on Bukit Bintang, Kuala Lumpur’s main shopping street. The acquisition, undertaken through an asset back securitisation structure, was completed for a total consideration of approximately S$423.3 million (approx US$304.7m). This deal marks the first time a transaction has involved the transfer of properties from a Malaysia REIT to a Singapore REIT. Partners Jerry Koh and Chua Bor Jern led the firm’s team in advising.

Allens Arthur Robinson is acting for Challenger Life Company Limited (CLC), a wholly owned subsidiary of ASX-listed investment management firm Challenger Financial Services Group Limited, on the proposed acquisition of 100 percent of the units in Challenger Kenedix Japan Trust (CKT), an ASX-listed real estate investment trust which provides investors with exposure to a portfolio of Japanese retail properties. Under the proposed transaction, which is valued at approximately A$157 million (approx US$143.3m), CKT unitholders will receive $1 cash per unit. The transaction, to be effected via a ‘trust scheme’ structure, is subject to CKT unitholder approval and satisfaction of certain other conditions. CKT directors have recommended the transaction in the absence of a superior proposal, with completion expected in early February 2010. Partner Tom Story led the firm’s team in advising. Fort Street Advisers is acting as financial adviser to CLC on this transaction.

Amarchand & Mangaldas & Suresh A. Shroff & Co. has advised Experian International (Experian), one of the largest credit bureaus in the world, in connection with its entry into a joint venture in the Indian credit bureau business with Axis Bank Limited, Federal Bank Limited, Indian Bank, Magma Fincorp Limited, Punjab National Bank, Sundaram Finance Limited and Union Bank of India, through its sale of a 51 percent shareholding in Experian Credit Information Company of India Private Limited (ECICI). As part of the JV, Experian will continue to hold 49 percent of the shareholding in ECICI, whilst Axis Bank and Union Bank will each hold 10 percent, PNB, Sundaram and Magma will each hold 7 percent, and the Federal Bank and Indian Bank will each hold 5 percent. ECICI will provide companies with access to critical data and a range of services to help clients make better informed credit lending decisions and manage existing customer relationships more effectively. The firm’s team was led by managing partner Cyril Shroff and partner S.H. Bhojani.

Baker & McKenzie’s US Securities team in APAC, and Bakers’ Indonesian member firm Hadiputranto, Hadinoto and Partners (HHP), have acted as US and domestic law counsel respectively to PT BW Plantation, one of Indonesia’s leading palm oil producers, in relation to its global IPO and listing on the Indonesia Stock Exchange. The first Indonesian IPO this year to be marketed to international investors, the Reg S deal was listed under the new Bapepam rules regarding IPO process that came into effect in early 2009, which make the process substantially different and more complicated than previously was the case. The deal raised US$70 million and to date is the largest Indonesian IPO to list this year. The team was led by partners Yeo Jih-Shian, from the US Securities team in Singapore, and Tuti Dewi Hadinoto from the Securities team of HHP. BNP Paribas acted as the sole global coordinator underwriter and international selling agent, as well as joint lead manager together with Indonesian investment bank Danareksa.

Blake Dawson has advised the AWB in relation to the sale of its Landmark Financial Services loan and deposit books to ANZ. Landmark Financial Services is a division of AWB’s rural services business, and provides services to approximately 10,000 agribusiness customers. The loan book is valued at approximately A$2.4 billion (approx US$2.19b) and the deposit book at approximately A$300 million (approx US$274.6m). AWB and ANZ reached agreement on the transfer of AWB’s loan and deposit books, which is subject to receiving relevant regulatory approvals from the Australian Competition and Consumer Commission and Australian Prudential Regulation Authority, and an exclusive referral relationship. The sale is expected to close early 2010. The firm’s advisory team was led by partner Tiffany Barton, with partners Maria Marinelli, Phil Trinca, Bruce Whittaker, Geoff Mann and Peter Armitage also involved.

Conyers Dill & Pearman has advised GE Capital, the finance arm of General Electric Co, in relation to the offering of its US$500 million sukuk certificates, the first of its kind to be issued by a major US company. The transaction was finalised on 27 November 2009, with the Islamic financing structure believed to be the first of its type to be used to finance aircraft leasing. David Cooke and Brian Blugerman provided advice to GE Capital on the sukuk, which consisted of five-year dollar-denominated certificates, in association with lawyers from Allen & Overy. The sukuk certificates will be listed on the London Stock Exchange and Bursa Malaysia. GE has applied for a secondary listing on the NASDAQ Dubai Exchange. The certificates were issued through GE Capital Sukuk Ltd.

DLA Piper has advised GLG Life Tech Corporation (GLG), a Canadian-headquartered company and global leader in the supply of high purity stevia, in connection with its US$31.7 million IPO and simultaneous NASDAQ listing, which closed on 1 December 2009. The offering was conducted under the US-Canadian Multijurisdictional Disclosure System and is believed to be the first transaction of its type to utilise this system for a China-focused issuer. Led by partners Rocky Lee, Matt Adler and Mike Hutchings, the firm advised GLG on its offering of 4.168 million common shares, including the sale of 543,750 common shares, with the offering resulting in total gross proceeds of US$31.682 million. Shandong Jinruntong Law Firm acted as Chinese counsel to GLG, which has substantial operations in China. Canaccord Adams was the sole book-running manager for the offering and GMP Securities acted as co-lead manager. Han Kun Law Offices acted as Chinese counsel to the underwriters.

DLA Piper has also advised Roth Capital Partners LLC (Roth), a full service investment bank, as underwriter and sole book runner in relation to the US$39.675 million stock offering on NASDAQ by QKL Stores Inc, a leading regional supermarket chain in Northeast China. With offices strategically located in the US and China, Roth is well known for finding, funding and fostering the growth of emerging companies, and providing investment banking services including initial public offerings, follow-ons, PIPEs, private placements, mergers and acquisitions, investment research, and institutional sales and trading. Partners Rocky Lee and Steven Liu led the firm’s Beijing-based team.

Finally, DLA Piper has also advised global investment organisations Morningside China TMT Fund I LP (Morningside) and Intel Capital Corporation (Intel Capital), the investment arm of Intel Corporation, in relation to the US$25 million Series A financing of Phoenix New Media Limited (Phoenix). Morningside, formed as a Cayman Islands exempted limited partnership, is mainly involved in private equity and venture capital investment activities in Mainland China whilst Intel Capital makes equity investments in innovative technology start-ups and companies worldwide. Together with another investment fund, Bertelsmann Asia Investments AG, the companies have jointly invested US$25 million in Phoenix, which provides a wide range of information including entertainment and news through integrated communication platforms to over 100 million Internet users. Beijing-based partners Rocky Lee and Steven Liu again advised.

KhattarWong has acted for Superior Fastening Technology Limited (SFT), a manufacturer of metallic fastener products with two manufacturing bases in China, in connection with its proposed placement of 360 million new ordinary shares at a price of S$0.035 per share. The estimated net proceeds from the placement are expected to amount to S$12.6 million (approx US$9.07m). Pursuant to the subscription agreement between SFT, Blue Ocean Group and Mr Loi Peng Soon, Blue Ocean Group has acquired 152 million shares of SFT, giving it a controlling stake of 50.65 percent in the manufacturer. It also has the option to acquire an additional 160 million shares at the same price. Partner Lawrence Wong from the firm’s Corporate and Securities Laws Department advised on the transaction.

Latham & Watkins has represented Linkage Technologies International Holdings Limited (Linkage), a leading provider of software solutions and IT services for the telecommunications industry in China, in connection with its business combination with AsiaInfo Holdings Inc. Under the terms of the transaction, Linkage shareholders will receive US$60 million in cash and approximately 26.8 million AsiaInfo shares. Based on the closing price of AsiaInfo’s stock on 4 December 2009, the combined company would have a market value of over US$1.8 billion. Legacy shareholders of Linkage, which is based in Nanjing in China, will own about 35.8 percent of the combined company, to be called AsiaInfo-Linkage Inc. The transaction, which has been approved by each company’s board of directors, is expected to close by the end of the first quarter or early in the second quarter of 2010. At the time it entered into the business combination agreement, Linkage was in the advanced stages of a proposed IPO on the NY Stock Exchange. The firm’s team was led by Hong Kong corporate partner David Zhang.

LS Horizon Limited has advised Solar Power Company Limited (SPC) and Solar Power (Korat1) Company Limited (SPC(K1)), in connection with obtaining credit facilities valued at 420 million Thai baht (approx US$12.68m) from KASIKORNBANK Public Company Limited. The facilities will be used to finance their environmentally friendly 6 MW solar power project, which is currently the largest solar farm in Thailand and all of Asia. SPC was established to design, construct and operate Grid Connected Solar Power Stations anywhere in Asia. When the project is in operation, it will help mitigate the effects of global warming by reducing CO2 emissions by around 5000 tonnes per year.

Luthra & Luthra Law Offices has closed Pfizer’s strategic acquisition of Vetnex Animal Health Limited (which was formed by de-merging the animal health business of RFCL Limited) from ICICI Ventures and certain other sellers. Vetnex Animal Health Limited is the third largest player in the Indian animal health products industry, and with this acquisition Pfizer is expected to become the largest player in that industry in India. The closing proved complex owing to the existence of multiple sellers from various jurisdictions, a restructuring exercise between signing and closing, and technical and commercial issues in relation to transitional services. The firm’s transaction team was led by senior partner Mohit Saraf.

Mallesons Stephen Jaques has acted for the underwriter, Citigroup, on an A$200 million (approx US$183m) convertible bond issue and $100 million (approx US$91.4m) placement by Commonwealth Property Office Fund (CPA). CPA, managed by Colonial First State Property Limited, will use the funds raised to finance two strategic acquisitions in Brisbane and Perth and pay down existing debt. The convertible bond issue will be listed on the Singapore Exchange (SGX) and offered solely to the wholesale market. Partners John Sullivan and Shannon Finch, who led the firm’s team in advising, have commented that institutional convertible bond issues out of Australia have been difficult to come by in the past 18 months. “There’s been a long dry spell in this space brought about both by the GFC and a change in tack by ASIC in 2008, which means these transactions currently require a prospectus,” Finch said. Sullivan added, “The prospectus requirement is at odds with the practice internationally and with recent developments in Australia allowing certain retail offers without a prospectus.”

Minter Ellison (Australia), Charltons (Hong Kong), Fuijian Zenith (PRC) and Yorac Arroyo (the Philippines) are advising Zijin Mining Group Company Limited (Zijin) on its off-market cash bid for Indophil Resources NL (Indophil). Zijin is China’s largest gold producer and third largest copper producer. Indophil Resources is an Australian publicly-listed company whose major asset is a minority stake in the Tampakan copper-gold project in the southern Philippines. The recommended offer of A$1.28 per share values Indophil at A$545 million (approx US$500m) on a fully diluted basis. Melbourne-based corporate partner Marcus Best is leading the Minter Ellison team. Baker & McKenzie and Freehills are advising Indophil.

Orrick, Herrington & Sutcliffe LLP has advised China Forestry Holdings Co Ltd in its HK$1.55 billion (US$203m) initial public offering on the Main Board of the Hong Kong Stock Exchange, with a Rule 144A/Reg S placement to global investors. The listing took place on 3 December 2009. Invested by the Carlyle Group and private equity firm Partners Group, China Forestry is one of the three largest, privately-held, naturally regenerated and plantation forest operators in China in terms of coverage area of owned forest rights. Partners Edwin Luk and Mark Lee led a team of Hong Kong capital markets lawyers from the firm’s Hong Kong and Shanghai offices.

Paul, Hastings, Janofsky & Walker LLP has advised Prax Capital Management Co (Prax), an independent private equity firm dedicated to managing China-focused investments, in relation to the first successful formation and closing of an RMB-denominated China real estate investment fund. The firm’s advisory team was led by partners Alex Wang and David Blumenfeld, chair of the firm’s real estate practice in Shanghai.

Shearman & Sterling LLP has advised Xi’an Aircraft Industry (Group) Company Ltd (XAIC) in relation to its acquisition, through Future International Aviation Investment Co Limited (Future International), a special purpose vehicle established by XAIC in Hong Kong, of a 91.25 percent stake in FACC AG from Salinen Austria AG and ACC Kooperationen und Beteiligungen GmbH. After the completion of the acquisition, an additional capital contribution will be made by XAIC to increase the total equity of FACC from EUR 40 million (approx US$58.8m) to EUR 80 million (approx US$117.7m). The transaction marks the largest business M&A by a Chinese company in central Europe, with the acquisition and subsequent capital increase to be the largest investment by a Chinese company in Austria. The firm’s team was led by Beijing-based partner Ling Huang, and included partner Lee Edwards of the Beijing office also.

Stamford Law Corporation has represented AEP Investment Management Pte Ltd (AEP-IM), a Singapore-based Exempt Fund Manager and Exempt Corporate Finance Adviser under the Securities and Futures Act (Chapter 289) of Singapore, in respect of its entry into a 50:50 joint venture with DataOne (Asia) Pte Ltd (Data1) to form JV Securus Partners Pte Ltd (Securus). AEP-IM, a member of Saudi Arabia-based Al Rajhi Holding Group, and Data1, a wholly-owned subsidiary of Keppel Telecommunications & Transportation Ltd, will equally contribute an initial paid-up cash capital of US$100,000 into Securus. Securus will provide fund management and asset management services to the world’s first Shariah-compliant fund to be set up to invest in a global portfolio of data centres. Directors Susan Kong and Soh Chun Bin led the firm’s advisory team.

WongPartnership LLP has acted for HSBC Institutional Trust Services (Singapore) Limited – in its capacity as trustee for the holders of structured notes issued by Minibond Limited pursuant to the Minibond S$10 million Secured Note Programme – in respect of issues arising from the event of default occurring on the Minibond Notes following the commencement of Chapter 11 bankruptcy proceedings in the US by Lehman Brothers Holdings Inc and Lehman Brothers Special Financing. The firm has also acted for PricewaterhouseCoopers LLP, as the receivers, to take enforcement action in respect of the defaulted Minibond Notes, advising on the legal consequences of the Minibond structure and of the legal consequences of various options to unravel the same across multi-jurisdictions. Senior partner Alvin Yeo and partners Hui Choon Yuen, Chua Sui Tong and Sim Bock Eng were involved.

WongPartnership LLP has also acted for MacarthurCook Limited in its divestments of 50 percent of the shareholding in each of MacarthurCook Investment Managers (Asia) Limited – manager of the MacarthurCook Industrial REIT (MI-REIT) – and MacarthurCook Property Management Pte Ltd – property manager of the MI-REIT – to AMP Capital Investors International Holdings Limited. The firm acted for Cazenove & Co (Singapore) Pte Limited (a Standard Chartered group company), Macquarie Capital Securities (Singapore) Pte Limited and National Australia Bank Limited, the joint bookrunners and underwriters to MI-REIT’s underwritten placement and renounceable rights issue to raise total gross proceeds of approximately S$217.1 million (approx US$156m). Partners Rachel Eng, Linda Wee and Karen Yeoh advised on the transactions.

In addition, WongPartnership LLP has acted for Mermaid Maritime Public Company Limited (Mermaid) in relation to its renounceable and underwritten 9-for-20 rights issue of more than 243.5 million new ordinary shares in the capital of Mermaid, to raise gross proceeds of approximately S$156 million (approx US0024112.1m). The rights issue is the first ever renounceable rights issue by a Thai-incorporated company listed on the Singapore Exchange. Partners Raymond Tong and Karen Yeoh led the transaction.

Furthermore, WongPartnership LLP has acted for China International Marine Containers (Group) Co Ltd (CIMC) in connection with the acquisition by Bright Day Limited (Bright Day), an indirect wholly-owned subsidiary of CIMC, of shares in Yantai Raffles Shipyard Limited (YRSL). The shares were purchased from certain shareholders of YRSL in exchange for shares in Bright Day on a 1:1 basis, and pursuant to the subsequent voluntary unconditional cash offer launched to acquire all the remaining issued ordinary shares in the capital of YRSL. Partners Andrew Ang and Dawn Law advised on the transaction.

Finally, WongPartnership LLP has acted for the Singapore Medical Council (SMC) in connection with the first case taken on by the SMC against a doctor for the use of stem cells treatment. This case involved a charge against Dr Martin Huang for professional misconduct for offering to, and performing on, his patients cell therapy involving the injection of xenogenic (animal) foetal cells into humans for anti-ageing and rejuvenation purposes. The procedure was not generally accepted by the medical profession outside the context of a formal and approved clinical trial. Partners Melanie Ho and Chang Man Phing acted on the matter.