Deals – 10 March 2011

AZB & Partners has advised BPTP Ltd and its subsidiary, Rose Infracon Private Ltd, in respect of the acquisition of the entire shareholding of DD Housing Ltd. Partner Hardeep Sachdeva led the transaction which was completed in February 2011.

AZB & Partners has also advised Specialty Minerals Inc in respect of its acquisition, through its subsidiary MTI Holding Singapore Pte Ltd, of a 74 percent stake in Prisure Promotion and Tradings Ltd. Partner Gautam Saha led the transaction which was signed on 1 February 2011 and is yet to be completed.

Clayton Utz is advising AMP Ltd in respect of its A$14.6 billion (US$14.76b) merger with AXA Asia Pacific Holdings Ltd (AXA APH), which has now received FIRB and court approval. The deal involves the sale of AXA’s Australian business to AMP and AXA’s Asian businesses to AXA SA. The firm’s team was led by partners Rod Halstead and Jonathan Algar.

De Brauw Blackstone Westbroek has acted as Dutch counsel for the Chinese company Chongqing Polycomp (CPIC) in respect of its acquisition, through a Dutch holding company, of the shares in Brazilian entity OCV Capivari Fibras de Vidro from US based company Owens Corning. The deal was valued at US$59.5 million and was announced on 8 March 2011. Partner Geert Potjewijd led the transaction whilst Uria Menendez was the lead counsel to CPIC. Cleary Gottlieb acted as lead counsel to Owens Corning.

Fangda represented NBA star and Chinese basketball national team member Yi Jianlian as a third party in respect of a trademark registration dispute before the Beijing No.1 Intermediate People’s Court and won a court judgment confirming “Yi Jianlian” as a “highly renowned trademark”. The case is one of the few cases where the court held that the name of a celebrity can become a “highly renowned trademark”. The judgment was affirmed on appeal.

Fangda also acted for Bandai Co Ltd (Bandai), the largest toys manufacturer in Japan, in respect of 41 lawsuits filed against Guangdong Shantou Hong Li Toys Industrial Co Ltd for its copyright infringement upon Bandai’s famous mobile model kits “GUNDAM” and “Three Kingdoms” series before the Beijing No.1 Intermediate People’s Court. The court ruled in favor of Bandai, awarding a significant amount of civil damages. The judgment was affirmed on appeal.

Gilbert + Tobin has acted for ACP Magazines, a subsidiary of Nine Entertainment Co Holdings Pty Ltd, in respect of its A$565 million sell down of its 49.1 per cent stake in carsales.com Ltd through a block trade to institutional and sophisticated investors announced 7 March 2011. UBS AG Australia Branch was the underwriter of the sale. Partner Peter Cook led the transaction.

Jones Day has advised Kotak Mahindra, Citigroup and JM Financial in respect of the US$100 million private placement of equity shares in a QIP and concurrent Rule 144A and Regulation S offering by Mahindra & Mahindra Financial Services Ltd, which closed on February 23, 2011. The Mahindra Group is a multinational conglomerate based in Mumbai with a turnover of approximately US$7 billion. Mahindra and Mahindra Financial Services Ltd is one of India’s non-banking finance companies. The firm’s team was led by partner Manoj Bhargava.

Khaitan & Co has advised Yamai Fashions Private Ltd (YFPL) and Yamai Projects & Resources Private Ltd (YPRPL) in respect of the demerger of real estate and securities investment division of YFPL to YPRPL via a scheme of arrangement u/s 391 & 394 of the Companies Act 1956. The total transaction value was approximately US$15.81 million (gross assets). Partner Aniket Agarwal led the transaction.

Khaitan & Co has also advised private equity fund Cartica Capital USA in respect of its investment in Ratnakar Bank Ltd. The transaction involved issuance of an unsubscribed portion of a rights offering by the bank to various domestic as well as foreign investors. Partner Vaishali Sharma led the transaction.

Mallesons Stephen Jaques has advised JP Morgan and UBS as the underwriters in respect of the capital raising associated with the A$4.1billion (US$4.1b) sale of Seven Media Group (SMG) to West Australian Newspapers Holdings (WAN). The transaction was announced on 21 February 2011. Post transaction, the combined SMG and WAN group will be named Seven West Media. Partners Evie Bruce, Nigel Hunt and Daniel Kirk led the transaction which was considered the first major media deal of the year.

Maples and Calder has acted as Cayman Islands counsel in respect of the launch of HOLT Japan Income Plus Index Overlay Strategy Fund (a series trust of Credit Suisse Universal Trust (Cayman) II) for qualified institutional investors only. The investment objective of the fund is to provide unitholders with exposure to the HOLT Japan Income Plus Index Overlay Strategy. The firm’s team was led by partner Spencer Privett whilst Japanese legal advice was provided by Mori Hamada & Matsumoto.

Maples and Calder has also acted as Cayman Islands legal counsel in respect of the launch of Credence Global. The fund’s investment objective is to achieve stable returns through relative value commodity trading in and among China, the US and other world markets and aims to achieve absolute rates of return while minimizing the risk of capital loss. The firm’s team was led by Anne Walker whilst onshore counsel was DLA Piper led by Luke Gannon.

Mori Hamada & Matsumoto is advising Nomura Principal Finance Co Ltd in respect of its sale of its 96.56 per cent stake in Japan based ball bearing manufacturer Tsubaki Nakashima Co Ltd to US private equity firm The Carlyle Group LLC for an estimated consideration of JPY637.3 billion (US$854m), including debt. The transaction is expected to complete by the end of March 2011. Partners Kenji Ito and Akiko Sueoka led the transaction.

Rajah & Tann has advised Oversea-Chinese Banking Corporation Ltd as the issue manager, underwriter and placement agent in respect of the IPO of UE E&C Ltd (UECL) on the SGX-ST. UECL, an established mechanical and electrical engineering company with a track record of over 25 years providing integrated solutions across projects, issued 70 million new ordinary shares in the capital of UECL which raised net proceeds of approximately S$33.6 million (US$26.5m). The shares commenced trading on 25 February 2011. Partners Cheng Yoke Ping and Howard Cheam led the transaction.

Shearman & Sterling is representing Tata Steel UK Ltd (Tata Steel) in respect of its agreement to sell certain assets of Teesside Cast Products (TCP) to Sahaviriya Steel Industries Public Company Ltd (SSI), Thailand’s largest steel producer, in a deal worth US$469 million plus an amount representing working capital. The assets covered by the sale include the Redcar and South Bank coke ovens, TCP’s power generation facilities and sinter plant, the Redcar Blast Furnace and the Lackenby steelmaking and casting facilities. Completion of the transaction is expected to take place by the end of March. The deal will result in Tata Steel and SSI entering into a JV to operate Redcar Wharf (TCP’s bulk terminal), giving Tata Steel the flexibility to use TCP to serve its other steelmaking operations, while also meeting SSI’s requirements on TCP. Partners Laurence Levy, Kenneth MacRitchie, Iain Scoon and Matthew Readings led the transaction.

Shin & Kim has represented KB Financial Group in respect of the spin-off of its credit card business from KB bank and the establishment of KB Card Co Ltd plans. The transaction, which closed on 2 March 2011, was led by partners Chang-Hyun Song, Young-Hee Jo and Byung Tae Kim.

Shook Lin & Bok’s Singapore office has acted as solicitors to the placement and as legal advisor to fresh eggs producer Chew’s Group Ltd on Singapore law in respect of its IPO on the SGX-ST by way of placement to raise approximately S$3.2 million (US$2.5m) in gross proceeds. Partner Janet Tan led the transaction.

Shook Lin & Bok’s Singapore office has also acted for HSBC Institutional Trust Services (Singapore) Ltd (HSBC Trust), the trustee of CapitaMall Trust, in respect of HSBC Trust’s offer and issue of two-year fixed rate retail bonds. The initial offer size of S$200 million (US$158m) was increased to S$300 million (US$237m) due to oversubscription. The transaction reportedly represents the first retail bond offer by a listed Singapore REIT. Partner Nicholas Chong led the transaction.

Slaughter and May has advised Hony Capital, the private equity arm of Legend Holdings (the parent of Lenovo Group), in respect of its acquisition of up to US$100 million of a 15 percent indirect interest in the Soalala iron ore mining project in Madagascar. Hony Capital has agreed to acquire, through one of its funds (Hony Capital Fund 2008), a 75 percent interest in Kam Hing International Ltd (KHIL) from Kam Hing International Holdings Ltd (KHIHL) for an initial payment of US$30 million and a post-completion adjustment of up to US$70 million. KHIL holds an indirect 20 percent interest in the Soalala iron ore mining project in Madagascar. In addition, Hony Capital has agreed to provide a US$10 million loan facility to KHIHL. Partner Benita Yu led the transaction which was announced on 31 January 2011.

Tilleke & Gibbins has advised PTT Chemical in respect of its US$60 million equity participation in Boston-based Myriant Technologies. The collaboration will result in the establishment of bio-succinic acid production plants using natural raw feedstocks such as tapioca, cassava, maize and other agricultural inputs for the downstream manufacturing of bio-based plastics.

WongPartnership has advised GLOBALFOUNDRIES Singapore Pte Ltd (formerly known as Chartered Semiconductor Manufacturing Ltd) on Singapore law issues in respect of the restructuring of its existing securities listed on the SGX. The securities comprised (a) US$375 million 5.75 percent senior notes due 2010; (b) US$46.7 million six percent amortising bonds due 2010; (c) US$300 million units, consisting of the US$300 million convertible redeemable preference shares and the 2010 amortising bonds; (d) US$300 million 6.25 percent senior notes due 2013; and (e) US$250 million 6.375 percent senior notes due 2015. The restructuring exercise comprised a cash tender offer and consent solicitation in respect of the 2010 senior notes, a covenant defeasance in respect of the 2010 amortising bonds, a consent solicitation to amend and modify the reporting covenant contained in the indentures governing the 2013 notes and the 2015 notes, and the delisting of the securities from the SGX. Partners Colin Ong and Tan Kay Kheng advised on the matter.

WongPartnership has also acted as Singapore counsel to a consortium of lenders in respect of a US$233 million loan facility granted to Nautical Offshore Services pursuant to a facility agreement dated 26 July 2007, including advising on the lenders’ enforcement options over, inter alia, approximately 422 million ordinary shares representing approximately 54.70 percent of the total issued share capital in Jaya Holdings Ltd (which were provided as security for the loan facility) and the subsequent receivership sale of the same to Cathay Asset Management Company Ltd, an indirect wholly-owned subsidiary of Deutsche Bank AG. Partners Mark Choy, Dawn Law, Christy Anne Lim, Chou Sean Yu and Chua Sui Tong acted on the matter. Allen & Gledhill, led by partner Christopher Koh, advised Deutsche Bank AG.