Deals – 10 September 2009

Allen & Overy LLP has acted for the joint-lead managers, Standard Chartered Bank (Thai) Public Company Limited and Bangkok Bank Public Company Limited, in relation to the THB12 billion senior unsecured debenture issued by Bangkok Mass Transit System Public Company Limited (BTS). The largest bond offering in the transportation and logistics sector in Thailand this year, the bonds consist of five groups with interest rates ranging from 4.75 percent per annum for a three-year term to 6.75 percent for a seven-year maturity. Partners Stephen Jaggs and Suparerk Auychai worked on the transaction, from which funds raised will be used to pay BTS’s existing debts.

Allens Arthur Robinson has acted for the syndicate banks – Bank of China (Hong Kong), ANZ, Bank of China (Macau Branch) and Nanyang Commercial Bank – in relation to a A$510 million (approx US$439.1m) syndicated loan to Cheung Kong Infrastructure Finance (Australia) Pty Limited (CKI Australia). Guaranteed by its listed parent company Cheung Kong Infrastructure Holdings Limited (CKI), which is the largest publicly listed infrastructure company in Hong Kong, the loan will be used to refinance CKI Australia’s existing loans. Hong Kong-based partner Matthew Barnard led the team advising the syndicate of lenders.

Allens Arthur Robinson has also acted for the lenders – Natixis, Bank of East Asia, Wing Lung Bank, China Merchants Bank and Bank of China (Macau Branch) – in respect of the US$145 million (approx US$124.3m) syndicated loan to Right Lane Limited (Right Lane). The loan, which will be used to repay the company’s medium-term US private placement debt and existing facilities, has been guaranteed by Right Lane’s parent company, PRC entity Legend Group Holdings Limited. Hong Kong-based partner Matthew Barnard led the firm’s advisory team.

Clifford Chance has advised leading telecommunications provider Telefónica on a strategic alliance with China Unicom (CU), which will see the two companies develop a combined customer base of over 550 million people. The firm also advised the company on a mutual investment agreement with CU, under which each company will invest the equivalent of US$1 billion in the other party through the acquisition of shares. As a result of the transaction, Telefónica’s shareholding in CU will increase to approximately 8 per cent from 5.38 per cent, whilst CU will hold around 0.89 percent of Telefónica shares. Partner Cherry Chan advised.

DLA Piper is advising CITIC International Assets Management Limited (CITIC IAM) in relation to its ¥450 million purchase of new shares in Merchant Bankers Co Limited (MBC), a company listed on the Osaka Stock Exchange. This is one of CITIC IAM’s first investments in a Japanese public company, with its long-term investment strategy predominantly focused on China. This transaction will strengthen both companies’ competitive positions through mutual access to networks in China and Japan. The deal is led by Koji Ishikawa from the firm’s Tokyo office.

DLA Piper has advised China Natural Gas Inc (CNG) in respect of its US$50 million offering on the NASDAQ Global Market on 9th September 2009. The offering of over 5.7 million shares of common stock was completed through a confidential roadshow to institutional investors in the United States, with Roth Capital acting as sole bookrunner. CMG will use the proceeds for, amongst other things, the construction of a liquefied natural gas facility and the acquisition of fueling stations and transport trucks. Partners Gene Buttrill and Rocky Lee led the firm’s advisory team, with support from several US-based partners.

Gibson, Dunn & Crutcher has represented India-based Spice Group in its acquisition of approximately 20 percent of the controlling stake in Singapore-based VoIP provider Mediaring Ltd, a public company listed on the Singapore Stock Exchange. The transaction was valued at US$42 million.

Luthra & Luthra Law Offices has advised Arcelor Mittal in relation to the decision by its Dutch subsidiary to enter into a co-promotion agreement with the existing owners of one of India’s largest value-added steel manufacturers, Uttam Galva Steels Limited (Uttam). The transaction, valued at INR 500 crores (US$130m) has triggered a mandatory tender offer which is currently underway. The share purchase agreement will provide a controlling stake in Uttam. The firm’s advisory team included founder and managing partner Rajiv Luthra, finance partner Sundeep Dudeja and projects partner Sameen Vyas.

Mallesons Stephen Jaques has represented the senior and mezzanine financiers with regards to the AquaSure Consortium appointed by the Victorian Government to design, finance, construct and operate Australia’s largest desalination plant. Set to be one of the largest PPPs closed this year, lead partner Jeff Clark has commented that the consortium “was able to attract a large group of financiers from around the world to participate in a novel financing structure which will be sure to set a benchmark for future projects.” Partners James Forrest, Louis Chiam, David Wood and Jonathan Oldham were also involved.

Minter Ellison has advised two major Australian banks in respect of a A$640 million (approx US$550.5m) financing to the Lend Lease-managed Australian Prime Property Fund Commercial (APPFC), which will enable APPFC to finance completion of two projects in Sydney’s CBD, one project in Melbourne, and refinance existing corporate facilities that were due to expire. Sydney-based finance partner Keith Rovers led the firm’s team in advising, whilst Freehills advised APPFC.

Minter Ellison has also advised Gold Fields Limited, one of the world’s largest unhedged producers of gold, in connection with its sale of a 19.9 percent stake in Sino Gold Mining Limited (Sino Gold), an Australian public company focused on the exploration and production of gold in China. Valued at US$282 million, the stake was purchased by Eldorado Gold Corporation (Eldorado), a gold producer active in exploration and development in Brazil, China, Greece, Turkey and surrounding regions. The deal provides Eldorado with a strategic stake in Sino Gold, which it has subsequently proposed to take over. Sydney-based partner James Philips led the firm in advising. Freehills advised Eldorado.

Nishith Desai Associates has acted as legal and tax counsel to private equity fund Lightspeed Venture Partners VIII Mauritius, which has led the US$10 million Series B round of funding in ITZ Cash Card Ltd (ITZ). A multi-purpose pre-paid card company, ITZ was established in 2004 and offers prepaid cards and cashless payment solutions for individuals and businesses. Existing investors Matrix Partners India and Intel Capital participated in the round of funding.

Nishith Desai Associates has also represented real estate private equity fund INDIAREIT Domestic Fund – Scheme I in relation to its investment in Samira Getaways Private Limited, a joint venture with Samira Constructions Limited. Nishchal Joshipura, head of the firm’s real estate practice, led the team in advising on the investment, which will be used for the development of approximately 41 acres of land in Mumbai and Alibagh.

Paul, Weiss, Rifkind, Wharton & Garrison is advising Dainippon Sumitomo Pharma Co Ltd (DSP), a publicly traded pharmaceutical company in Japan, in respect of its decision to acquire Sepracor Inc, a NASDAQ-listed pharmaceutical company. Valued at approximately US$2.6 billion, the acquisition will be effected through a cash tender offer and followed by a back-end merger. Whilst Sepracor will retain its name and branding, the acquisition will provide DSP with a platform to build a significant pharmaceutical business in the United States. Tokyo-based corporate partner Kaye Yoshino is involved, in addition to partners from the firm’s New York office.

Stamford Law Corporation has advised Compact Metal Industries Ltd (Compact), a SGX-ST Mainboard listed company and one-stop aluminium specialist for the aluminium architectural products industry, on its renounceable non-underwritten rights cum warrants issue. Expected to raise proceeds of approximately S$18 million (US$13.1m), the issue has been formulated on the basis of 3 rights shares with free detachable warrants for every 10 existing ordinary shares. Partner Bernard Lui led the transaction.

Stamford Law Corporation has also acted for C2O Holdings Ltd (C2O), an offshore oil and gas marine services provider, in respect of its placement of up to 128 million new ordinary shares. The Catalist-listed company expects to raise gross proceeds of about S$60 million (US$41.5m) which will be used for, amongst other things, the acquisition of vessels and M&A activity.

Stamford Law Corporation has represented Singapore Mainboard-listed company ecoWise Holdings Limited, in connection with its S$11.4 million (US$7.9m) placement of new shares. The environment player intends to use the proceeds for funding existing and future projects, as well as general working capital. Director Bernard Lui led the transaction.

In addition, Stamford Law Corporation has advised F&N Dairy Investments Pte Ltd (F&N Diary) in relation to the divestment of its 100 percent shareholding in Tien Chun Pte Ltd (TC), a Singapore-incorporated investment holding company which owns 55 percent of PaediaNutrition Company Limited (PN), to China Dairy Group Ltd (CDG). The transaction, valued at S$5.8 million (US$4m), included an assignment of all the shareholder loans owing by TC to F&N Diary. Director Ng Joo Khin led the advisory team.

Lastly, Stamford Law Corporation has acted for Singapore Mainboard-listed Ying Li International Real Estate Limited (Ying Li) in respect of its private placement of 107 million new shares. The property development company will use the gross proceeds of the placement, which it estimates to be around S$30 million (US$20.8m), to fund its flagship development, the International Financial Centre (IFC) which, once completed, will be the tallest building in South-western China. Director Soh Chun Bin advised.

WongPartnership LLP has acted for Olam International Limited (Olam) in respect of its proposed issue of US$400 million 6 percent convertible bonds due 2016. Convertible into new ordinary shares in the capital of Olam, the bonds have been fully placed to institutional and sophisticated investors. Already the third largest convertible bond offering issued in Asia (ex-Japan) this year, the joint lead managers also have an option to increase the size of the issue by up to US$100 million. Partners Rachel Eng and Colin Ong led the transaction.

WongPartnership LLP has also acted for Genentech, Inc, a member of the Roche Group, in connection with the acquisition of Lonza Biologics Singapore Pte Ltd through its Singapore subsidiary, Genentech Singapore Pte Ltd. Partners Ng Wai King, Quak Fi Ling, Dorothy Marie Ng, Tay Peng Cheng and Leung Yew Kwong advised on the transaction.

Finally, WongPartnership LLP has advised Sports Services Ltd, part of Haw Par Corporation Limited, in relation to the tender to design, develop and operate the Changi Motor Sports Hub. Expected to be completed by the end of 2011, the sports hub will be the first fully integrated, permanent race track for Asia. Partners Ian de Vaz and Linda Low led the matter.

Yulchon has represented Hana Bank in the establishment of a medium term note programme, under which Hana Bank issued RM 1 billion notes in Malaysia with the backing of a payment guarantee issued by the Government of the Republic of Korea. The firm’s advisory role included reviewing all related Korean regulatory issues, advising on the scope and effect of the government guarantee, and negotiating the commercial terms of the note documents. The firm’s advisory team was led by attorneys Hyo Young Kang and Christopher Cho.