Deals – 11 July 2013

Allen & Overy is also advising The Dai-ichi Life Insurance Company Ltd in respect of its IDR3.3 trillion (US$337m) acquisition of a 40 percent stake in PT Panin Life of Indonesia. The strategic joint venture encompasses a long-term exclusive bancassurance agreement between Panin Life and PT Bank Pan Indonesia, Tbk (Panin Bank). Dai-ichi, the only listed company among Japan’s big four life insurers, was the successful bidder in an auction for the stake in Panin Life. The deal was announced on 4 June 2013. Completion of the acquisition and the commencement of the bancassurance business are expected within the next three to six months, following regulatory approval. Under the terms of the agreement, Dai-ichi will hold a five percent equity stake in Panin Life by acquiring newly issued shares. It will also subscribe for 36.842 percent of the shares in PT Panin Internasional, Panin Life’s immediate holding company. Partner Chris Moore is leading the transaction whilst Hibiya Nakata and Soewito Suhardiman Eddymurthy Kardono are acting as Japanese and Indonesian legal advisors, respectively. Makes & Partners is acting as Indonesian legal advisors to Panin Group.

Appleby has acted as Cayman Islands counsel for Jin Cai Holdings Company Ltd in respect of its listing on the Main Board of the HKSE on 5 July 2013, with gross proceeds of approximately HK$72 million (US$9.28m). A majority of the proceeds from the placing will be used primarily for expanding its Huizhou production base and its sales and marketing network. Jin Cai Holdings is principally engaged in the design, printing and sale of cigarette packages in the PRC. Partner Judy Lee led the transaction whilst Loong & Yeung and Shu Jin Law Firm advised as to Hong Kong and PRC laws, respectively. F Zimmern & Co and Hills & Co advised the sole sponsor and underwriters as to Hong Kong and PRC laws, respectively.

AZB & Partners has advised Kiran Energy Solar Power Private Ltd and Solarfield Energy Two Private Ltd in respect of the approximately US$23.4 million credit facility extended under an agreement dated 1 March 2013 by Export Import Bank of United States to Solarfield for the development, design, procurement, ownership, construction, commissioning, operation and maintenance of the approximately 21.85 MW solar photovoltaic power plant in Jodhpur, Rajasthan, India, and the approximately US$5 million loan extended by IDFC Ltd to Solarfield under an agreement dated 11 January 2013 and amended by the first amendment agreement dated 19 March 2013 for financing certain costs of the project. Partner Sai Krishna Bharathan led the transaction.

AZB & Partners has also advised Mahindra Suryaprakash Private Ltd (MSPPL) in respect of the approximately US$35 million credit facility extended under an agreement dated 1 March 2013 by Export Import Bank of United States to MSPPL for the development, design, procurement, ownership, construction, commissioning, operation and maintenance of two solar photovoltaic power plants of an aggregate capacity of 30 MW in Jodhpur, Rajasthan, India, and the approximately US$8.5 million loan extended by IDFC Ltd to MSPPL under an agreement dated 11 January 2013, and amended by the first amendment agreement dated 25 March 2013 for financing certain costs of the project. Partner Sai Krishna Bharathan also led the transaction.

Clayton Utz is advising Origin Energy Ltd in respect of its acquisition of Eraring Energy from the NSW Government for A$50 million (US$45.83m). Origin executed a sale and purchase agreement with the NSW Government to acquire Eraring and agreed the terms for cancellation of the Cobbora Coal Supply Agreement, including a payment to Origin of A$300 million (US$274.97m). In a related transaction, Origin entered into a coal supply agreement with Centennial Coal for the provision of 24.5 million tonnes of coal over an eight-year period from FY 2015 for use at Eraring Power Station. On 1 March 2011, Origin entered into GenTrader arrangements with Eraring, which included the right to dispatch and sell electricity output from the Eraring Power Station and the Shoalhaven Scheme. At the time Origin also entered into an arrangement with the state-owned Cobbora Coal Mine Pty Ltd, which included the supply of up to five million tonnes of coal per annum from FY 2015 to FY 2032 from the undeveloped Cobbora Coal Project. Cancellation of the rights under the Cobbora arrangements and commencement of the supply agreement with Centennial Coal are both conditional on successful completion of the acquisition of Eraring Energy. Partner Graham Taylor led the transaction and he was supported by partners Nick Thomas, Graeme Dennis and Jane Paskin.

Clifford Chance has advised China Development Bank Corporation (CDB) in respect of a 13-year debt facility agreement of up to US$1 billion to finance MMG’s Dugald River project, which involves the development and construction of a zinc, lead and silver mine located in north west Queensland, Australia. The firm advised on the English, Hong Kong and Singapore law aspects of the financing transaction. The Dugald River facility will be available for draw down until 27 June 2016 with final repayment to occur on 26 June 2026. The banking syndicate included CDB and Bank of China Sydney Branch. Partners Maggie Lo and Ting Ting Tan drove the transaction.

Hogan Lovells has advised the underwriters, which include CLSA Ltd, CITIC Securities Corporate Finance (HK) Ltd, Credit Suisse (Hong Kong) Ltd, BOCOM International Securities Ltd and CIMB Securities Ltd, in respect of the Hong Kong IPO and Rule 144A placing of Macau Legend Development Ltd, one of the leading owners of entertainment and casino gaming facilities in Macau. The IPO was priced at HK$2.35 (US$0.30) per share, raising US$283.5 million. Partners Terence Lau and Man Chiu Lee led the transaction.

HSA Advocates has advised Invest India Micro Pension Services Private Ltd (IIMPS) and its promoter group in respect of raising private equity funds from KfW, a German promotional bank owned by the Federal Republic of Germany and its Federal States (Bundesländer), in lieu of approximately 30 percent stake of IIMPS in a transaction which was a blend of subscription of fresh equity shares, secondary purchase from the promoters of IIMPS and grant by KfW. IIMPS is engaged in distributing financial services, including those related to savings for old age and insurance, mainly to low income individuals, under a “micro pension” model which it conceptualised, designed and developed. Other major existing IIMPS shareholders are UTI Asset Management Company Ltd, SEWA and Michael & Susan Dell Foundation. Partners Aparajit Bhattacharya and Harvinder Singh spearheaded the transaction. Michael & Susan Dell Foundation was advised by AZB & Partners, led by partner Hardeep Sachdeva.

Indus Law has advised SAIF Partners and Sierra Ventures in respect of their US$270 million acquisition of an 80 percent majority stake in IT services company CSS Corp. O’Melveny & Myers and Allen & Overy also advised on the transaction which was completed on June 2013.

Indus Law has also advised Helion, Inventus and Seed Fund as the existing investors and Phanindra Sama and Charan Padmaraju as the founders of Pilani SoftLabs Private Ltd (www.redBus.in) in respect of the acquisition of 100 percent of the shares in the company for US$100 million. Amarchand & Mangaldas & Suresh A Shroff & Co also advised on the transaction which was completed in June 2013.

Khaitan & Co has advised The Interpublic Group, acting through its subsidiary CMG Group (Singapore) Private Ltd (CMG), in respect of its acquisition of MAA Group Holdings Private Ltd’s 60 percent stake in Corporate Voice Weber Shandwick Private Ltd. The Interpublic Group is an American multinational advertising and public relations company. It is considererd one of the “big four” global advertising agencies. Partner Rajiv Khaitan piloted the transaction.

Khaitan & Co has also advised Jiangsu Jinsheng Industry Co Ltd (Jinsheng) China in respect of the Indian leg of 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 US$683.4 million. 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 led the transaction.

Majmudar & Partners has advised Axis Bank Hyderabad in respect of an US$8.2 million letter of credit facility provided to Xius Holding Corp, a company incorporated in Massachusetts, USA, which was backed by a share pledge and parent guarantee extended by its holding company in India, Megasoft Ltd, under the automatic route of the Reserve Bank of India. Prashanth Sabeshan led the transaction. Baker & McKenzie Wong & Leow acted as English counsel whilst Baker & McKenzie acted as US counsel to the lender.

Paul Hastings has represented Cowen and Company (Asia) Ltd, as the financial advisor to the special committee of the board of directors of Zhongpin Inc, in respect of the US$361 million acquisition of Zhongpin by a management-led consortium in a going-private transaction under Rule 13e-3. Zhongpin is a leading meat and food processing company in China. Partner Steven Winegar, with support from partners Jodi Kleinick and Kevin Logue, led the transaction.

Rajah & Tann has advised SAC Capital Private Ltd as joint placement agent in respect of the IPO of International Healthway Corporation Ltd and its listing and quotation on Catalist. Based on the issue price of S$0.48 (US$0.37) per share, the group is valued at S$770.33 million (US$601.7m). The group is principally engaged in providing healthcare services and development, investment and management of real estate projects which include medical real estate, healthcare-related assets and integrated mixed-use developments. PrimePartners Corporate Finance Pte Ltd acted as manager, sponsor and joint placement agent whilst DMG & Partners Securities Pte Ltd acted as joint placement agent. Partners Chia Kim Huat and Danny Lim led the transaction. Shook Lin & Bok acted as solicitors to the placement and legal adviser to the issuer on Singapore law.

Rajah & Tann has also advised Pluto Rising Pte Ltd in respect of its S$276.9 million (US$216.34m) mandatory unconditional cash offer for Viz Branz Ltd. The Viz Branz group is principally engaged in the manufacture and export of fine-quality instant beverages, mixes, snack food and non-dairy creamer. It has manufacturing operations in Singapore, the PRC, Myanmar, Thailand and Vietnam, and its products are sold under various brands in markets such as the PRC, South-East Asia, Indochina, Iran, Japan, Africa, the Middle East, as well as the USA. Partners Chia Kim Huat and Danny Lim also led the transaction which was announced on 5 July 2013 and is still ongoing.

Sidley Austin has represented China Horizon Investments, a New York-based investor group, in respect of its RMB1 billion (US$163m) joint venture with China Post, the state-owned postal service of the People’s Republic of China (PRC). The joint venture came on the heels of a 3-year pilot program that saw the two parties collaborate on approximately 100 retail outlets across three provinces in China. Leveraging on China Post’s iconic brand and vast distribution network, the venture seeks to become a leading retailer to the 900 million-strong rural population in the PRC. Partner Joseph Chan led the transaction.

Stamford Law has been retained by the receivers and managers of Singapore Flyer Pte Ltd, the company which operates the Singapore Flyer – the world’s largest observation wheel. The company was placed under receivership at the end of May this year, by the secured lender of the company and the firm will be acting for the receivers and the managers on the sale of the company’s charged assets, particularly the Singapore Flyer. Partner Tan Chuan Thye and director Justin Yip are leading the transaction.

Stamford Law has also advised SGX-listed integrated marine logistics group Marco Polo Marine Ltd, controlling shareholder of PT Pelayaran Nasional Bina Buana Raya Tbk (listed on the IDX), in respect of its establishment of a S$300 million (US$234.68m) multicurrency medium term note programme. The notes may be issued in various amounts and tenors, and may bear interest at a fixed, floating, variable or hybrid rate. Partner Ng Joo Khin led the transaction.

Sullivan & Cromwell is acting as US bank regulatory counsel to The Bank of Tokyo-Mitsubishi UFJ in respect of its proposed US$5.75 billion acquisition of a majority stake in Thailand’s Bank of Ayudhya Plc. Partners Keiji Hatano and Donald Toumey are leading the transaction which was announced on 2 July 2013.

Tay & Partners has acted as Malaysian legal counsel in respect of the listing of International Healthway Corporation Ltd (IHC) on Catalist of the SGX. IHC is an integrated healthcare services and facilities provider. It has a portfolio of medical real estate, healthcare related assets and integrated mixed use developments in Malaysia, China and Japan. IHC is the largest company listed on Catalist to date, by market capitalisation of over S$770 million (US$601.3m). Partners Chang Hong Yun and Teo Wai Sum led the transaction.

Trilegal has advised Standard Chartered Bank in respect of a US$39 million credit facility granted to DomsjöFabriker AB, a Swedish subsidiary of Grasim Industries Ltd. Partner Ameya Khandge led the transaction which closed on 5 June 2013. Allen & Overy acted as English law advisors whilst Advokatfirman Cederquist acted as Swedish law advisors to the lenders.

Trilegal has also advised Axis Bank Hong Kong branch in respect of a US$10 million term loan facility granted to Gujarat NRE Ltd, an Australian subsidiary of Gujarat NRE Coke Ltd. Partner Ameya Khandge also led the transaction which closed on 24 June 2013. SJ Berwin acted as English law advisors, Hunt & Hunt as Australian law advisors and Eversheds as Hong Kong law advisors to the lenders.

WongPartnership has acted for the mandated lead arrangers in respect of a S$616 million (US$481m) term loan facility to Sim Lian JV (Vision) Pte Ltd, a joint venture between Sim Lian Land Pte Ltd and Sim Lian Development Pte Ltd, for the purposes of financing the purchase of a plot of land known as Lot 8819V of Mukim 5 in Singapore and the construction costs of the property. Partners Alvin Chia and Angela Lim led the transaction.

WongPartnership is also acting for Aceland Investment Ltd, a vehicle controlled by CLSA Capital Partners, in respect of the divestment of all the issued shares in the capital of F2S1 Investment Pte Ltd (F2S1) to EH Property & Investments Pte Ltd for a consideration of approximately S$336 million (US$262.4m), subject to adjustments. F2S1 holds a nine-storey commercial building located at 1 Selegie Road, Singapore, known as “PoMo”. Partners Chan Sing Yee and Carol Anne Tan led the transaction.