Deals – 10 June 2010

Akin Gump has advised Bridas Corporation (Bridas) – Argentina’s second-largest oil producer – in respect of the formation of a 50-50 joint venture with China’s state-owned energy company CNOOC. The transaction involves the purchase by CNOOC of half of Bridas for approximately US$3.1 billion. The transaction is conditional on certain governmental approvals in the PRC and is expected to be completed in the first half of 2010. Partner James C Langdon Jr led the firm’s advisory team. Baker & McKenzie advised CNOOC.

Blake Dawson has advised ExxonMobil in respect of the sale of almost 300 of its service station assets to 7-Eleven Australia (7-Eleven). The transaction is expected to be completed before the end of the year. Initially, the assets were proposed to be sold to Caltex but the Australian Competition and Consumer Commission opposed the sale and agreements relating to that proposed transaction were terminated in April. The deal positions 7-Eleven as the largest independent fuel retailer in Australia and has created a new business opportunity with an expected annual turnover of more than A$2.8 billion (US$2.3b). Peter Stirling led the firm’s advisory team, whilst ExxonMobil was also advised by Middletons. Minter Ellison’s team, led by partner Marcus Best, advised 7-Eleven, which has been operating the 7-Eleven brand in Australia for 33 years.

Clayton Utz has advised UK-based investment bank Ambrian Partners Limited (Ambrian) in respect of a A$21.85 million (US$18.12m) placement by ASX and TSX-listed Tiger Resources Limited (TRL) to institutional clients of Ambrian in the UK and certain existing major shareholders of TRL. Perth corporate partner Matthew Johnson led the transaction.

Clifford Chance has advised Barclays Capital, CIMB and HSBC as joint lead managers and joint bookrunners in respect of the Government of Malaysia’s US$1.25 billion 3.928 percent sukuk-al-ijara certificates, which were issued on 4 June 2010 and are due in 2015. The deal represents the lowest absolute yield achieved by an Asian sovereign over the past five years and is the largest global sovereign Islamic issuance to date. The sukuk certificates were issued outside of the US and to qualified institutional buyers within the US, and are to be listed on the HKSE, the Bursa Malaysia under an exempt regime, and the Labuan International Financial Exchange. The firm’s advisory team was led by partners Debashis Dey and Qudeer Latif in Dubai, whilst a separate team from the firm’s Hong Kong office, comprised of Anthony Oakes and Boon Teck Yeo, advised The Bank of New York Mellon in its capacity as delegate. Allen & Overy in Singapore acted for the Government of Malaysia as to English and US law, while the Malaysian office of Hisham, Sobri & Kadir advised 1Malaysia Sukuk Global Berhad as the issuer of the sukuk certificates and trustee on behalf of the sukuk certificate-holders. The Malaysian office of Zaid Ibrahim & Co advised the joint lead managers as to Malaysian law.

Colin Ng & Partners LLP has advised the shareholders of electronics components distribution company Plexus Components Pte Ltd (Plexus) in respect of a reverse takeover (RTO) of Catalist-listed WesTech Electronics Limited (WesTech). The RTO involved the acquisition by WesTech of the entire issued share capital of Plexus from the shareholders for a total consideration of S$10 million (US$7m). The acquisition involved the allotment and issue of new shares in WesTech, amounting to an 84 percent interest in the enlarged share capital of the company. The RTO, which was part of a Scheme of Arrangement under s210 of the Companies Act, was approved by shareholders of WesTech on 25 May 2010 and completed on 2 June 2010. Corporate finance partners Tan Min-Li, Stephen Soh and Gregory Chan led the firm’s advisory team on the RTO, whilst partner Allan Tan advised Plexus in respect of the loan documentation to be entered into by the enlarged WesTech with its financiers.

Kim & Chang has advised Air Liquide Sante International in connection with its purchase of a 70 percent stake in Medions Homecare Inc, a Korean medical device company. Under the terms of the agreement, a call option exists with respect to the remaining 30 percent stake which is held by four individual shareholders. Partners Yon Kyun Oh and Eui Seok Kim advised on the transaction.

Kim & Chang has also advised Nexon Corporation, a leading online game publisher based in Korea, in relation to its successful purchase of 67 percent of the total shares of NDOORS Corporation – a well-known Korean online game developer – on 26 May 2010. NDOORS Corporation is famous for its “Atlantica Online” and “Goonzu” games. Partner H.H. Eun led the firm’s advisory team in relation to the deal.

Mallesons Stephen Jaques has acted for the joint global coordinators – composed of Deutsche Bank, Goldman Sachs JBWere and Macquarie Capital Advisers – in respect of the A$1.3 billion (US$1b) IPO by construction group Valemus Limited (the Bilfinger Berger Australia business). The IPO is the second largest float since Myer’s float at the time the IPO market reopened at the end of 2009. Partner David Eliakim led the transaction. Valemus Limited (Bilfinger Berger Australia), which has won more than A$2 billion (US$1.4b) worth of Australian contracts over the last six months, was advised by a team from Clayton Utz led by equity capital markets partner Stuart Byrne.

Salans has advised Chinese real estate developer Euro Asia Premier Real Estate Company Limited (Euro Asia) in respect of its IPO on the Frankfurt Stock Exchange. Euro Asia is an offshore holding of a group which is exclusively active in China. The company’s listing is only the second Chinese IPO in the entry standard segment of the Frankfurt Stock Exchange, with the company’s shares having been traded on the Exchange since 27 May 2010. In the framework of the IPO, 1 million ordinary no par value bearer shares originating from the company’s statutory authorised share capital were placed via a public offering in Germany and Luxembourg as well as via private placements to institutional investors outside of Germany, Luxembourg and the US. The firm’s Shanghai office, led by Greater China managing partner Dr Bernd-Uwe Stucken, advised on the due diligence of the Chinese operative companies and in relation to general questions on Chinese law.

White & Case LLP has advised the initial purchasers in respect of the US$600 million high yield offering by MCE Finance Limited (MCEFL) of 10.25 percent senior notes due 2018. The offering provided a unique opportunity for high yield investors globally to gain exposure to Macau and the gaming industry. MCEFL is a wholly owned subsidiary of Melco Crown Entertainment Limited, an owner and developer of casino gaming and entertainment resort facilities focused on the Macau market. The firm represented Deutsche Bank Securities Inc, Merrill Lynch International and The Royal Bank of Scotland plc, together with ANZ Securities Inc, Citigroup Global Markets Inc, Commerz Markets LLC, Credit Agricole Corporate and Investment Bank, nabSecurities LLC and UBS AG as joint bookrunners, joint lead managers and initial purchasers. The firm’s team was led by Anna-Marie Slot in Hong Kong and Gary Kashar in New York.

WongPartnership LLP has acted for National University of Singapore in respect of the lease of the Campus for Research Excellence and Technological Enterprise (CREATE) to the National Research Foundation. CREATE is a S$360 million (US$254.5m) research hub for research centres from world-class research universities and corporate laboratories. Partner Tan Teck Howe acted on the matter.

WongPartnership LLP has also acted for Mapletree Logistics Trust (MapletreeLog) in respect of its acquisition of Natural Cool Lifestyle Hub (NCLH) from Natural Cool Investments Pte Ltd (NCI), a wholly-owned subsidiary of Singapore-listed Natural Cool Holdings Limited, for S$53 million (US37.5m). The firm also advised on the leaseback of NCLH by MapletreeLog to NCI upon completion of the acquisition. NCLH is a 7-storey distribution and service centre with ancillary offices, located in close proximity to the city in Singapore. Partners Carol Anne Tan and Khaw Gim Hong acted on the matter.