|Allen & Gledhill has acted as Singapore counsel for DBS Bank Ltd in respect of its establishment of a US$5 billion Euro-Commercial Paper Programme. Credit Suisse (Singapore) Ltd and DBS Bank Ltd are the arrangers whilst Banc of America Securities Ltd, Credit Suisse Securities (Europe) Ltd, DBS Bank Ltd., Deutsche Bank AG London Branch and Goldman Sachs International have been appointed as dealers under the programme. Partner Glenn Foo led the transaction.
Allen & Gledhill has also acted as Singapore counsel for Red Rewarding Ltd in respect of its proposal to privatise Time Watch Investments Ltd (Time Watch) by way of a voluntary delisting from the SGX-ST under Rule 1307 and Rule 1309 of the Listing Manual. Under the delisting, Red Rewarding Ltd will make an offer for all the issued shares of Time Watch. The transaction is valued at approximately S$101 million (US$83m). Partners Andrew M Lim and Christopher Koh led the transaction.
Amarchand Mangaldas has represented Bank of Tokyo Mitsubishi-UFJ Singapore and acted as lenders’ counsel for an ECB facility of US$200 million granted to Steel Authority of India Ltd. Partner Harry Chawla led the transaction.
AZB & Partners has advised Elephant Capital, investing through its entities, Tusk Investments Fund I and Elephant India Finance Private Ltd, in respect of its acquisition of equity shares aggregating to approximately seven per cent of the paid up capital of Air Works India (Engineering) Private Ltd. The transaction was completed on 5 July 2011 and was valued at approximately US$7.5 million. Partner Hardeep Sachdeva acted on the matter.
AZB & Partners has also acted as Indian counsel for Pfizer Inc in respect of the acquisition by Chester Holdings Sàrl (an affiliate of Kohlberg Kravis Roberts & Company) of the Capsugel business of Pfizer Inc, including a transfer of its entire shareholding in Capsugel Healthcare Ltd. The transaction was completed on 2 August 2011 and was valued at approximately US$2.4 billion. Partner Srinath Dasari acted on the matter.
Clayton Utz has advised Collins Foods, Australia’s largest KFC franchisee and Sizzler operator, in respect of its IPO and listing on the ASX on 5 August 2011. Partners Philip Kapp, David Stammers, Stuart Byrne and Alexander Schlosser led the transaction which represents Australia’s largest IPO of the year to date.
Clifford Chance has advised funds advised by private equity firm CVC Asia Pacific Ltd (CVC) in respect of the disposal of a 29.9 per cent stake in Hung Hing Printing Group Ltd (Hung Hing), a printing and packaging business listed on the HKSE, to Rengo Co, Ltd (Rengo). Following the sale, CVC will retain a 7.6 per cent stake in Hung Hing.
Clifford Chance has also advised Ireland-based FLY Leasing Ltd (FLY) in respect of the purchase of a US$1.4 billion portfolio of 49 aircraft, leased to 23 airlines in 15 countries (including Europe and the Asia-Pacific region). The aircraft were previously managed by Global Aviation Asset Management, an Australian company. Upon completion of the transaction, FLY will have a portfolio of 109 aircraft. The transaction is subject to lender consent as well as other customary closing conditions and is expected to be completed in the fourth quarter of 2011. Partners Brian Hoffmann, Zarrar Zehgal and Jason Mendens led the transaction.
Clyde & Co has acted for LSE listed oilfield services contractor Lamprell plc (Lamprell) in respect of its US$ 336 million acquisition of Maritime Industrial Services Co Ltd Inc (MIS), an Oslo Stock Exchange listed Panamanian company. Lamprell is a contractor in the Arabian Gulf providing specialist engineering services to the oil and gas and renewables industry. MIS is a diversified engineering and contracting group providing a broad range of products and services to the oil, gas and energy sector. Partner Phil O’Riordan led the transaction whilst Ashurst acted as UK counsel to Lamprell on the acquisition and related rights issue. Freshfields acted for JP Morgan Cazenove as underwriters whilst Linklaters acted as advisers to the syndicate of banks.
Colin Ng & Partners has advised SGX listed China Print Power Group Ltd (CPP) in respect of its dual primary listing on the HKSE. CPP is engaged in printing books and manufacturing specialized products. For its public offer on the HKSE at an offer price of HK$1.48 (US$0.19) per share, CPP received approximately 100.9 times of the total number of 3.9 million public offer shares initially available under the HKSE listing plan. Net proceeds raised would be mainly used for the expansion of production capacity. Partners Tan Min-Li and Richard Tan led the transaction.
Colin Ng & Partners has also acted for investment holding company Golden Wang Holdings Pte Ltd (Golden Wang) in respect of a S$12.24 million (US$10m) acquisition of a 20 per cent controlling stake in Catalist-listed Progen Holdings Ltd (Progen) from its existing major shareholder. Progen’s main business is in the design, supply, installation and maintenance of air-conditioning and mechanical ventilation systems. Partner Gregory Chan advised on the transaction which was completed on 3 August 2011.
Freshfields Bruckhaus Deringer has advised China CITIC Bank Corporation Ltd in respect of its US$4 billion A and H-share rights issue. CITIC Bank priced the rights issue of Shanghai-listed A shares at RMB3.33 (US$0.52) each and HK$4.01 (US$0.51) each for Hong Kong-listed H shares. The proceeds would be used to strengthen its capital base. China International Capital Corporation and CITIC Securities are the joint global coordinators, the joint bookrunners and the joint lead underwriters. Partner Calvin Lai led the transaction.
Gilbert + Tobin has advised the Commonwealth Bank of Australia (CBA) as one of the principal financiers in respect of Pepper Australia Pty Ltd’s acquisition of the A$5 billion (US$5.14b) residential mortgage portfolio originated by GE Capital. The acquisition represents one of the largest whole loan sale transactions to occur in the Australian market. Partner Duncan McGrath led the transaction.
Hogan Lovells has advised Northumbrian Water Group plc in respect of the largest UK takeover of 2011. The £4.7 billion (US$7.6b) offer for Northumbrian Water Group by UK Water (2011) Ltd was announced on 2 August 2011. The board of Northumbrian Water has recommended an offer from UK Water, a vehicle owned by a consortium of three Hong Kong companies – Cheung Kong Infrastructure Holdings Ltd, Cheung Kong (Holdings) Ltd and the Li Ka Shing Foundation Ltd. Partner Steven Bryan led the transaction.
Khaitan & Co has advised India Infrastructure Fund (IIF) in respect of the acquisition of compulsorily convertible preference shares and equity shares in Caparo Energy (India) Ltd for approximately US$78 million. IIF is a SEBI-registered domestic venture capital fund managed by IDFC and focused on infrastructure with a corpus of INR38 billion (US$ 927m). IIF focuses on investing equity for the long-term in a diversified portfolio of infrastructure assets in India. Partner Vaishali Sharma led the transaction.
Khaitan & Co has also advised alternative asset management and financial services company The Blackstone Group in respect of its US$ 33 million investment in Financial Inclusion & Networks Operations Ltd, India (FINO). FINO is into developing technologies which enable financial institutions to serve the under-served and the unbanked sector. Partners Haigreve Khaitan and Zakir Merchant led the transaction.
Mayer Brown JSM has advised Cido Tanker Holding Co in respect of an agreement to sell 30 product tankers to Greenwich, Connecticut-based Diamond S Shipping in a transaction which would quadruple the size of the Diamond S fleet. The acquisition is subject to customary closing conditions and is being financed by a group of investors, including Diamond S’s founding investor First Reserve Corp, investor WL Ross & Co and China’s state-owned fund manager China Investment Corp, supplemented by debt financing by Nordea Bank Finland and DnB Nor Bank ASA. Partner Mark Uhrynuk led the transaction.
Rodyk has acted for Japan Airlines International Co Ltd and American Airlines Inc in respect of their Notification Application for Decision to the Competition Commission of Singapore (CCS) under s.44 of the Competition Act (Cap. 50B) with respect to their joint business agreement and alliance agreement. The CCS’ clearance decision allows both airlines as members of the oneworld alliance to implement the agreements in relation to Singapore, boosting their level of cooperation on the operation of transpacific routes between Singapore and United States via Japan. The CCS issued their official clearance on 7 April 2011. The transaction was led by partner Gerald Singham.
Rodyk has also acted for Norwegian Apply AS and its subsidiary Apply Leirvik AS in respect of the acquisition of 100 per cent shares in Aluminum Offshore Pte Ltd, Aluminium Structures Pte Ltd, Aluminium Technologies Sdn Bhd, and Aluminium Structures (NBD) Sdn Bhd (the AO Group of Companies) for US$85.7 million. In addition, the firm acted for Apply AS and Apply Leirvik AS in the establishment of Apply Aluminium Pte Ltd, a joint venture company, with the founders of the AO Group of Companies, and the establishment of Apply Leirvik International Pte Ltd as a wholly owned subsidiary of the JV company. Partner Gerald Singham also led the transaction.
Shook Lin & Bok’s Singapore office has advised JP Morgan (SEA) Ltd, the independent financial advisor to SGX-listed Kim Eng Holdings Ltd (Kim Eng), in respect of the acquisition by Mayban IB Holdings Sdn Bhd of Kim Eng for approximately S$1.79 billion (US$1.47b). Partners David Chong and Bethia Su advised on the transaction.
Simpson Thacher has represented Credit Suisse Securities (Hong Kong) Ltd and JP Morgan Securities Ltd, as initial purchasers, in respect of the US$751.1 million international offering of global depositary shares by Taiwan Stock Exchange listed China Steel Corporation, the only integrated steel maker and also the largest steel manufacturer in the Republic of China (Taiwan). The transaction represents the largest equity offering by a Taiwanese company this year to date. Partner Chris Lin led the transaction.
Watson, Farley & Williams’ Bangkok office has advised Cooper Standard Automotive Inc, a global supplier of systems and components for the automotive industry, in respect of the expansion of its existing joint ventures with Nishikawa Rubber Co Ltd, one of the largest automotive parts manufacturers in Thailand. The expansion of Cooper Standard’s JV partnership intends to broaden the company’s strategic global alliance plan and maximize production capabilities. Christopher Osborne led the transaction.
White & Case is representing Saudi Arabian Oil Company (Saudi Aramco) in respect of its joint venture with The Dow Chemical Company (Dow) to build and operate a US$20 billion global integrated chemicals complex in Jubail Industrial City, Saudi Arabia. Saudi Aramco and Dow recently announced that their respective boards of directors have approved the formation of the JV, to be named Sadara Chemical Company (Sadara). The complex to be built and operated by Sadara will be one of the largest integrated chemicals complexes in the world. Partners Wendell Maddrey, Steve Payne, Philip Stopford and Tom Bartlett are leading the transaction.
WongPartnership has acted as Singapore counsel for K-REIT Asia Management Ltd in respect of the acquisition of 50 per cent interest in Mirvac 8 Chifley Trust, which owns a property situated at 8 Chifley Square in the central business district of Sydney, Australia. Partner Low Kah Keong acted on the matter.
WongPartnership has also acted as Singapore counsel for a syndicate of 13 lenders, in respect of the US$400 million financing to PT Saptaindra Sejati, a subsidiary of Adaro Energy (Indonesia’s second largest thermal coal producer), for refinancing the borrower’s existing debts and capital expenditures. Partners Susan Wong and Choo Ai Leen acted on the matter.