Deals – 10 January 2013

Ali Budiardjo, Nugroho, Reksodiputro has acted for the world’s second biggest steel maker, Nippon Steel & Sumitomo Metal Corporation (NSSMC), and NSSMC’s affiliate Osaka Steel in respect of two joint venture companies with Indonesia’s largest steel maker, PT Krakatau Steel (KS). Both transactions were signed on 26 December 2012. Partner Luky Walalangi advised on the matter.

Allen & Gledhill has advised Keppel Land Ltd and Keppel Land Financial Services Pte Ltd in respect of a US$3 billion multicurrency medium term note programme, under which the two companies may issue notes and/or perpetual securities. Under the programme, Keppel Land Financial Services Pte Ltd has issued US$250 million fixed rate notes due 2019. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Jaiprakash Associates Ltd in respect of its issuance of US$150 million 5.75 percent convertible bonds due 2017, which are convertible into newly issued, ordinary shares of the company. The bonds are listed on the SGX. Partner Bernie Lee led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has acted for Standard Chartered Bank in respect of a foreign currency facility of US$46 million extended by Standard Chartered Bank London to Essel Lucknow Raebareli Toll Roads Private Ltd. The facilities were availed to part-finance the augmenting of the existing Lucknow-Raebareli Section of National Highway No. 24B from Km 12.7 to Km 82.7 in the State of Uttar Pradesh. The deal involved a substitution of a part of existing rupee loans with external commercial borrowings from Standard Chartered Bank. The facility agreement was signed on 28 December 2012 and expected closing date is on 31 January 2013. Partner Amey Pathak led the transaction whilst Clifford Chance acted as English legal counsel.

Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as domestic legal counsel to the Credit Analysis & Research Ltd (CARE) in respect of its IPO of approximately 7.2 million equity shares through an offer for sale by selling shareholders composed of IDBI Bank Ltd, Canara Bank, State Bank of India, IL&FS Financial Services Ltd, The Federal Bank Ltd, IL&FS Trust Company Ltd, Milestone Trusteeship Services Private Ltd, ING Vysya Bank Ltd and Tata Investment Corporation Ltd for cash. The deal was valued at approximately INR5.4 billion (US$98.6m). The offer size constituted 25.22 percent of the post-offer paid-up equity share capital of CARE. The dates for the prospectus, allotment and listing were on 13, 21 and 26 December 2012, respectively. Partner Yash Ashar led the transaction. Jones Day acted as international legal counsel and Luthra & Luthra acted as domestic legal counsel to the BRLMs.

Appleby has acted as Cayman counsel for Wison Engineering Services Co Ltd, a Shanghai-based engineering company, in respect of its listing on the HKSE by way of a global offer on 28 December 2012, with net proceeds of approximately HK$1.36 billion (US$175.4m). The majority of the proceeds from the offering will be used primarily for the construction and establishment of a national research and development centre in Shanghai and an engineering, research and development centre in Beijing. Partner Judy Lee led the transaction. Cadwalader, Wickersham & Taft, led by partners Joseph Lee and David Neuville, advised as to Hong Kong and US law whilst Beijing Jia Yuan Law Firm advised as to PRC law.

Ashurst has advised FTSE 250 international support services and construction company Interserve in respect of its joint US$41.3 million acquisition from Willbros Group Inc of Willbros Middle East and its subsidiaries (the foremost of which is The Oman Construction Company) which provide oilfield maintenance, construction and logistics services. Partner Alastair Holland led the transaction, with local advice being provided by Said Al Shahry & Partners in Oman, Walkers in Dubai in relation to Cayman Islands law, and BLC Chambers in Mauritius. Conner & Winters acted for Willbros.

AZB & Partners has advised a consortium of banks led by Punjab National Bank and State Bank of India Hong Kong Branch in respect of the US$2 billion standby letter of credit borrowing extended to Bharat PetroResources Ltd. Partner Bahram N Vakil led the transaction which was signed on 24 November 2012.

AZB & Partners has also advised Matrix Partners India Investment Holdings II LLC in respect of its investment in Mewar Orthopaedic Hospital Private Ltd. Partner Abhijit Joshi led the transaction which was signed on 16 November 2012.

Clayton Utz has advised ASX-listed Bank of Queensland Ltd (BOQ) in respect of its convertible preference share (CPS) issue which raised A$300 million (US$315.2m). BOQ offered a Basel III compliant convertible preference share to raise A$250 million (US$262.7m), with the ability to raise more or less. The offer featured a voluntary buy back of existing perpetual equity preference shares and a reinvestment offer into the new CPS. The issue is among the first round of hybrid issues to fully comply with APRA requirements under the Basel III prudential standards on capital that took effect on 1 January 2013. Partner Tim Reid led the transaction.

Clayton Utz has also advised ASX-listed NEXTDC Ltd in respect of the A$115 million (US$120.8m) IPO of the Asia Pacific Data Centre Group (APDC), Australia’s first listed data centre real estate investment trust (REIT). The transaction was effected through the sale and leaseback of a portfolio of NEXTDC’s data centre properties in Melbourne, Sydney and Perth, which completed in December 2012 following NEXTDC shareholder approval. The APDC Group is an internally managed stapled structure comprising the Asia Pacific Data Centre Trust and Asia Pacific Data Centre Holdings Ltd. APDC has conducted an underwritten offer to raise A$88.55 million (US$93m) with an initial installment paid on application and the balance payable in May 2013. NEXTDC will hold a 23 percent interest in the APDC Group. The transaction forms part of NEXTDC’s capital recycling program which will enable it to focus on core data centre activities and explore future opportunities. Partners Tony Lalor, Tim Reid and Michael Richardson led the transaction.

J Sagar Associates has advised Temasek of Singapore in respect of its acquisition of 19.99 percent stake in Godrej Agrovet Ltd (GAVL) for approximately INR572 crores (US$104.4m). GAVL is engaged in the manufacture of animal feed, crude palm oil, agri-inputs, poultry and tissue culture. In the animal feed business, it is the largest manufacturer of compound feed in India. GAVL has also entered into a strategic joint venture with Tyson Foods to produce and sell poultry products under the brands of ‘Real Good Chicken’ and ‘Yummiez’. Partners Manisha Kumar, Vikram Raghani and Somasekhar Sundaresan led the transaction.

Khaitan & Co has advised Jiangsu Jinsheng Industry Co Ltd (Jinsheng) China in respect of the Indian leg of the transaction in the acquisition of the natural fibres and textile components business units from the textile segment of Oerlikon Corporation AG Switzerland structured in the form of asset and share purchase deals for a total consideration of CHF500 million (US$540.2m). Jinsheng engages in the production and sales of textiles machinery. The company has its headquarters in the Jiangsu province, China and employs approximately 1,200 people. Partner Rabindra Jhunjhunwala acted on the matter.

Khaitan & Co has also represented Eastern India Motion Pictures Association (EIMPA), an association of producers, distributors, exhibitors and technicians of films in eastern India, in respect of its successful defence before the Competition Appellate Tribunal (COMPAT) against the allegations of non-compliance of the directions issued by the Competition Commission of India (CCI). The CCI had imposed a penalty upon the appellant for non-compliance of its order under section 43 of the Competition Act, 2002. The COMPAT allowed the appeal filed by EIMPA and quashed the penalty imposed by the CCI. Partner Manas Kumar Chaudhuri acted on the matter.

O’Melveny & Myers is advising the independent committee of ShangPharma Corporation (Company), a leading China-based pharmaceutical and biotechnology research and development outsourcing company, in respect of a merger agreement to take the company private. The Company has entered into a definitive agreement and plan of merger with ShangPharma Holdings Ltd, ShangPharma Parent Ltd and ShangPharma Merger Sub Ltd, pursuant to which Parent will acquire the Corporation for US$0.50 per ordinary share or US$9.00 per American Depositary Share, each representing eighteen ordinary shares. The consideration to be paid to holders of ordinary shares and ADSs implies an equity value of the Company at approximately US$173 million, on a fully diluted basis. The merger, which is currently expected to close during the first or second quarter of 2013, is subject to customary closing conditions as well as shareholders’ approval. Partners David Roberts, Paul Scrivano and Ke Geng piloted the transaction whilst O’Melveny and Myers is serving as US legal advisor and Conyers Dill & Pearman is serving as Cayman Islands legal advisor. Kirkland and Ellis is serving as US legal advisor to JP Morgan Securities (Asia Pacific) Ltd as financial advisor to the independent committee.

Paul Hastings has represented Greatpart Ltd, a wholly-owned subsidiary of Sinochem Group, in respect of the share placing of Far East Horizon Ltd, a leading financial services company focusing on financial leasing. Sinochem Group is one of the largest Chinese state-owned enterprises. Greatpart reduced its equity interest in Far East Horizon by placing approximately 11.38 percent of issued share capital to other investors through UBS. Greatpart’s equity interest in Far East Horizon has thus been reduced from 39.32 percent to 27.94 percent. Partners Vivian Lam and Catherine Tsang guided the transaction.

Paul Hastings has also represented Guangdong Nan Yue Logistics Company Ltd (Nan Yue Logistics), a leading expressway and integrated logistics services provider in China’s Guangdong Province, in respect of its acquisition of the entire interest in Guangdong Vehicles Transportation Group Company Ltd (Guangdong Vehicles Transportation) from Guangdong Provincial Communication Group Company Ltd (GCGC). Guangdong Vehicles Transportation is now a wholly-owned subsidiary of Nan Yue Logistics. This transaction involved a number of complex elements including a very substantial acquisition, a major disposal transaction and a connected transaction under asset swap arrangement involving the issue of perpetual subordinated convertible securities. The asset swap arrangement between Nan Yue Logistics and GCGC allowed for Nan Yue Logistics to acquire the entire interest in Guangdong Vehicles Transportation for approximately US$78 million. Nan Yue Logistics paid for part of the consideration by transferring its interest in the assets relating to its international trade business and transportation intelligence business to GCGC, and by paying the remaining consideration through the issuance of perpetual subordinate convertible securities. Partner Raymond Li led the transaction.

Shook Lin & Bok acted for China XLX Fertiliser Ltd (China XLX) in respect of the acquisition of land for the construction of a plant for approximately RMB58 million (US$9.3m) and the purchase and installation of new equipment and machinery for the plant for approximately RMB1.9 billion (US$305m). This is a very sizeable expansion acquisition which required certain specific approvals from SGX in relation to the SGX Listing Rules. There was added complexity in terms of compliance with HK Listing Rules (as China XLX is dual listed in HK) and the implications of PRC law, as the assets to be acquired are based in the PRC. Partner Wong Gang spearheaded the transaction.

Stamford Law has acted as the Singapore legal adviser for SGX Mainboard-listed AVIC International Investments Ltd in respect of its approximately €32 million (US$41.8m) acquisition of Deltamarin Oy, a well-known Finnish ship-design and engineering specialist for offshore, shipping, shipbuilding, naval and marine industries. AVIC International Investments Ltd is part of the Aviation Industry Corporation of China (AVIC) group of companies. Partner Yap Lian Seng led the transaction which was completed on 4 January 2012.

Sullivan & Cromwell has represented Mitsui & Co Ltd (Japan) in respect of its acquisition of a 30 percent stake in Gestamp Automoción SL’s (Spain) North and South American operations comprising 15 plants in the US, Mexico, Brazil and Argentina for approximately €300 million (US$391.6m). Partners Christopher L Mann and Matthew G Hurd led the transaction which was announced on 4 January 2013.

Tay & Partners is acting for a foreign client in respect of purchasing a service apartment block with medical centre facilities and a retail podium block in a proposed mixed development project at Puteri Harbour, Iskandar Malaysia. Partner Chang Hong Yun is leading the transaction.

Watson, Farley & Williams has advised Brunei Gas Carriers Sdn Bhd (BGC) in respect of raising approximately US$183.6 million to fund the acquisition of BGC’s fifth Newbuild LNG vessel to be chartered under a long term charter to Brunei LNG Sdn Bhd. The firm also advised BGC in relation to the shipbuilding contract, shipping services agreements, depot spares agreement and charter documents for the Newbuild LNG vessel. BGC, a well-established, reputable LNG vessel owner incorporated in Brunei Darussalam, has arranged the long-term Islamic financing facility with a syndicate of financiers consisting of Bank Islam Brunei Darussalam Berhad, Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad, The Hongkong and Shanghai Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation Europe Ltd. The facility is centred around an Istisna-Ijara structure. Partner Simon Petch led the transaction.

WongPartnership is advising TT International Ltd (TTI) in respect of a S$200 million (US$163m) investment by TTI, Prima BB Ltd and Utraco Investment Pte Ltd in TTI’s subsidiary Big Box Pte Ltd (BB) and in the project financing facility extended to BB of up to S$125 million (US$101.8m) to jointly develop a proposed eight-storey tall warehouse, office cum retail development with one million square feet of potential usable space in Jurong East, Singapore, under the EDB’s Warehouse Retail Scheme. Partners Annabelle Yip, Angela Lim, Ethel Yeo and Alvin Chia steered the transaction.

WongPartnership is also acting for Qingjian Realty (Punggol Way) Pte Ltd in respect of the approximately S$189.9 million (US$154.7m) acquisition of an executive condominium site at Punggol Way / Punggol Walk, Singapore and the S$153 million (US$124.7m) financing in connection therewith, as well as the subsequent sale of units in the residential development to be developed on the land. Partners Carol Anne Tan, Christy Lim, Cornelia Fong and Tan Peck Min led the transaction.