|Allen & Gledhill has advised Great Eastern Life Assurance Company Limited and the joint lead managers – composed of Oversea-Chinese Banking Corporation Limited and Morgan Stanley Asia (Singapore) Pte – in respect of its issue of S$400 million (US$314m) 4.6 per cent subordinated fixed rate notes due 2026 callable in 2021 under its S$1 billion (US$785m) multicurrency medium term note programme. The notes are expected to qualify as a Tier 2 resource, subject to the requirements of the Monetary Authority of Singapore. Partners Margaret Chin, Cara Chan and Bernie Lee led the team advising Great Eastern Life while partners Tan Tze Gay and Glenn Foo led the team advising the joint lead managers.
Allen & Gledhill has also advised Singapore Exchange Limited (SGX) in respect of securing financing commitments comprising a S$3.8 billion (US$2.98b) senior term loan facility and a A$750 million (US$757m) senior term loan facility to be made available by Australia and New Zealand Banking Group Limited (ANZ), The Bank of Tokyo-Mitsubishi UFJ Ltd (Singapore Branch), DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited, United Overseas Bank Limited and National Australia Bank Limited. ANZ was appointed as the coordinator to the financing. Partners Lim Wei Ting and Prawiro Widjaja led the transaction.
Amarchand Mangaldas is advising Siemens AG, a part of the promoter group of Siemens Limited (SL) and currently holding 55.18 per cent of the issued and paid up equity capital of SL, in respect of the voluntary open offer made to the public shareholders of Siemens Limited on 31 January 2011. The offer was made under Regulation 11(2A) of the SEBI (SAST) Regulations to acquire up to 19.82 per cent of the issued share capital of SL for total investment value of approximately €1 billion (US$1.37b), assuming full acceptances. HSBC Securities and Capital Markets (India) Private Limited is the manager to the offer. Partner Akila Agrawal led the transaction.
Baker & McKenzie recently advised Diageo, a premium drinks business, on its strategic partnership agreement with Hanoi Liquor Joint Stock Company (Halico) in Vietnam as well as its acquisition of a 23.6 percent stake in Halico from VinaCapital Vietnam Opportunity Fund Limited for approximately GBP33 million (US$51.6 million). Diageo expects to complete the investment in Halico in its 2011 fiscal year, subject to customary conditions to completion. The Baker & McKenzie team was led by Ho Chi Minh City-based M&A partner Seck YeeChung, assisted by associates David Han and Dang Chi Lieu.
Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office (Gaikokuho Joint Enterprise) has advised ITOCHU Corporation (ITOCHU) in respect of its investment in the Maules Creek Coal Project from Aston Resources (Aston). The project, which is located in Gunnedah, New South Wales, Australia, is expected to commence coal production for coke making and high-quality fuel coal in 2012. ITOCHU entered into an asset purchase agreement to acquire a 15 per cent interest take in the project for A$345 million (US$349m). Anne Hung led the transaction.
Blake Dawson has advised Crane Group Limited in a hostile off-market takeover by Fletcher Building Limited. Fletcher, an ASX and NZSX listed company, announced an improved recommended scrip and cash takeover bid for Crane Group, also listed on ASX. The offer consideration comprises A$3.50 in cash and one Fletcher Building share for each Crane share. In addition, Crane will pay eligible shareholders a fully franked special interim dividend of A$0.22 and a special dividend of A$0.50 per Crane share. Blake Dawson’s team was led by Bill Koeck.
Drew & Napier has advised Shanghai Jinming Investment Group Co Ltd in respect of its exit offer to the shareholders of ASA Group Holdings Ltd (ASA) and the delisting of ASA from the SGX-ST. ASA was placed under the watch-list of the SGX-ST on 5 March 2008 and received a notification requiring it to be delisted on 2 March 2010. The transaction marks one of the few instances where an exit offer was made by the controlling shareholder to the minority public shareholders of companies placed on the SGX-ST’s watch-list. The aggregate value of the transaction was approximately S$6.44 million (US$5m). Director Marcus Chow led the transaction.
HopgoodGanim Lawyers has advised ASX-listed Mt Isa Metals (MET) in respect of the placement of shares to institutional and sophisticated investors, raising A$14.4 million (US$14.53m) before costs. The placement will enable MET to accelerate its gold exploration projects in Burkina Faso. Partner Michele Muscillo led the transaction.
J Sagar Associates has advised Simbhaoli Sugars Limited (SSL) in respect of its joint venture arrangement with ED & F Man Holdings (EDFM) to set up a 1,000 tones per day capacity green field sugar refinery at Kandla, Gujarat through their JV company, Uniworld Sugars Limited (USL). SSL, along with its promoters, and EDFM have agreed to enter into a JV by contributing in the share capital of USL in the ratio of 57.5:42.5 for setting up a port-based raw sugar refinery in India and domestic and foreign trading of white sugar. The estimated cost of the project is INR228 crores (US$50m), which is proposed to be financed by long term loans and promoters’ equity. Partners Jyoti Sagar and Rohitashwa Prasad led the transaction.
J Sagar Associates (JSA) has also advised Stumpp, Schuele & Somappa Private Limited Bangalore in respect of the sale of its automotive lamps subsidiary, Compact Automotive Lamps Private Limited, to Osram India Private Limited, a Siemens group company. Partner Murali Ananthasivan led the transaction.
Khaitan & Co advised Avantha Group (BILT) India (Avantha), a US$4 billion business conglomerate, in respect of its acquisition of a 10.5 per cent stake in Solarlite GmbH, a company engaged in solar thermal power plants. The acquisition boosted Avantha’s solar technology business. Partner Bharat Anand led the transaction whilst DLA Piper Germany acted as international legal counsel advising on German law.
Khaitan & Co has also advised Great Eastern Energy Corporation Ltd in respect of availing up to €36.5 million (US$47m) financial assistance, by way of an external commercial borrowing from ICICI Bank Limited Bahrain Branch, for the development of its coal bed methane block at Asansol, Burdwan district, West Bengal. Partner Devidas Banerji led the transaction.
King & Wood has advised US nuclear energy operator Exelon in respect of drafting the MOC with CNNC Nuclear Power Company Ltd (CNNP), China’s largest nuclear energy owner/operator. The memorandum is completed with the intent to enter into a series of agreements to promote safe and reliable nuclear operations by 30 June 2011 or upon the completion of CNNP’s visit to the Exelon facilities. The firm’s team was led by Jack Wang and George Zhao.
Latham & Watkins has advised iPierian Inc, a company dedicated to the discovery and development of innovative therapeutics using patient-derived cells as models of human disease, in respect of a series of intellectual property agreements with Kyoto University and iPS Academia Japan Inc (iPS-AJ), creating a unified, worldwide patent estate covering induced pluripotent stem cell (iPSC) technology. Partners Daiske Yoshida, Alan Mendelson and John Wehrli led the transaction.
Mallesons Stephen Jaques has advised Telstra, Australia’s biggest telecommunications company, in respect of its agreement with PCCW to restructure the assets in their 50/50 joint venture, Reach. The transaction will result in a division of the majority of Reach’s international assets between Telstra and PCCW and will give Telstra International Group greater control over the platform used to deliver end-to-end services and improve the quality of service offered to enterprise and global service provider customers. The structural changes to Reach are expected to be completed during the first half of 2011. Partners Joshua Cole and Jeremy Wade led the transaction.
Mayer Brown JSM has advised precision measurement instruments manufacturer Mitutoyo Corporation (Mitutoyo) in respect its acquisition in two phases of a 41 per cent interest in Leeport Metrology Corporation (LMC) from Leeport Machine Tool Co Ltd (LMT). The sale and purchase agreement and the strategic alliance and shareholders agreement were signed on 21 January 2011. Upon completion of the final phase of the share acquisition, Mitutoyo will become a 51 per cent majority shareholder in LMC while LMT will continue to own the remaining 49 per cent interest. Partners Hannah Ha and Jeremy Cunningham led the transaction.
Mori Hamada & Matsumoto is advising Japan Industrial Partners Inc (JIP) in respect of its agreement to acquire Kyowa Hakko Chemical Co Ltd, a manufacturer and distributor of alcohols and oxygenated solvents, from Kyowa Hakko Kirin Co Ltd (Kyowa), a subsidiary of Kirin Holdings Co Ltd, the conglomerate engaged in the manufacture and sale of beverage and pharmaceutical products. The consideration for the acquisition was ¥60 billion (US$726m). Under the agreement, JIP will acquire a 100 per cent stake in Kyowa and will also assume the deposits and loans held by Kyowa and its subsidiary Miyako Kagaku. The transaction, which is expected to close on 14 March 2011, will enable Kyowa to concentrate on its pharmaceuticals business. Partner Hajime Tanahashi led the transaction.
Orrick, Herrington & Sutcliffe (Orrick) has advised OCI Enterprises Inc (OCI), an Atlanta-based chemical and energy holding company and North American subsidiary of Korea-based OCI Company Ltd (OCI Company), in the acquisition of CornerStone Power Development LLC, a utility scale solar power plant development company based in Chicago. The new company, OCI Solar Power LLC, currently has twelve renewable energy projects in development in the United States and Canada, totaling more than 130 megawatts (MW), with a target to have 700 MW under development by 2013. Led by corporate partners David Cho and Mark Lee, a cross-border team of M&A and energy lawyers from Orrick’s Hong Kong and New York offices successfully advised OCI.
Paul, Hastings, Janofsky & Walker has advised SOFTBANK CORP (SOFTBANK) on its acquisition of a 35 per cent stake in Synacast Corporation, also known as PPLive, the operator of ‘PPTV’, a leading online television service in China.
Shin & Kim represented KT Corporation in respect of its acquisition of redeemable convertible preferred shares and convertible bonds issued by Korea Digital Satellite Broadcasting Company Limited from Dutch Savings Holdings BV, a special purpose company established by Affinity Equity Partners. The acquisition agreement was signed on December 13, 2010 and the transaction closed on January 27, 2011. Partners Seong Hoon Yi, Ju Bong Jang and Myong Hyon (Brandon) Ryu of the firm’s M&A practice group led the advisory team.
Weerawong, Chinnavat & Peangpanor has advised Sri Trang Agro-Industry Plc in the THB8.12 billion (US$270.67m) public offering and placement under Regulation S and listing on the SGX-ST. JP Morgan, CIMB and Standard Chartered acted as the underwriters. The transaction represents the first case of a Thai company which has a listing status on the SET before listing its shares on the SGX-ST. The deal, which closed on 31 January 2011, was led by Chatri Trakulmanenate.
Weerawong, Chinnavat & Peangpanor has also advised BTS Group Holdings Plc (formerly Tanayong Plc) in respect of the offering of the THB10 billion US$ settled L/C backed convertible debentures under Regulation S. Morgan Stanley is the sole lead manager and bookrunner. The transaction, which closed on 25 January 2011, was led by partner Peangpanor Boonklum.
Weil, Gotshal & Manges has represented General Electric Co (GE) in respect of GE Aviation’s strategic joint venture with Aviation Industry Corporation of China (AVIC) to develop and market a new generation of avionics systems for the civil aviation market. The JV was announced on 19 January 2011 and will be headquartered in China. Steve Xiang, head of China practice, assisted by partners Suat Eng Seah, Bill Gutowitz and Charan Sandhu, led the transaction.
WongPartnership LLP has acted for certain controlling shareholders of Kim Eng Holdings Limited (Kim Eng) in respect of their conditional sale to Aseam Credit Sdn Bhd (Aseam Credit), a wholly-owned subsidiary of Malayan Banking Berhad, of 44.63 per cent of the issued shares in the capital of Kim Eng. In connection with this transaction, the firm is also acting for Kim Eng as offeree in the possible mandatory conditional cash offer by Aseam Credit for all the ordinary shares in the capital of Kim Eng other than those shares already owned by Aseam Credit, its related corporations and their respective nominees. The transaction values Kim Eng at approximately S$1.79 billion (US$1.4b). Partners Ng Eng Leng and Tay Liam Kheng acted on the matter.
WongPartnership LLP has also acted for Time Watch Investments Limited (Time Watch) in respect of the proposed voluntary delisting of Time Watch from the SGX and the exit offer by DBS Bank Ltd, for and on behalf of Red Rewarding Limited, to acquire all the issued ordinary shares in Time Watch. Partners Andrew Ang and Dawn Law acted on the matter.
"You can’t manage what you don’t measure"
….so said a General Counsel in a recent discussion we had about the use of data in their legal department.
Indian court declares International Society For Krishna Consciousness (ISKCON) as a well-known Trademark
The Court observed that the word ISKCON is a coined trademark ...
Are you ready for the global tax reform?
A brief discussion on how MNCs should respond to the OECD’s new measures relating to Automatic Exchange of Information and Transfer Pricing issues