Deals – 11 June 2014

Allen & Gledhill has also advised Genting Hong Kong Ltd, which is primary listed on the HKSE, in respect of its secondary listing by way of introduction on the Main Board of the SGX-ST. Upon listing, Genting Hong Kong was de-quoted from the GlobalQuote platform of the SGX-ST. Based on the opening price of US$0.395 on listing, the market capitalisation of Genting Hong Kong was approximately US$3.2 billion. Partners Lucien Wong and Shawn Chen led the transaction.

AZB & Partners has advised Temasek in respect of its acquisition, through its affiliate Dunearn Investments (Mauritius) Pte Ltd, of shares constituting approximately 3.16 percent of the fully diluted share capital of Jasper Infotech Private Ltd. Partner Essaji Vahanvati led the transaction which was valued at approximately US$31 million and closed on 19 May 2014.

AZB & Partners has also advised Blackstone GPV Capital Partners (Mauritius) V-C Ltd in respect of its sale of equity shares to BC Investments IV Ltd. Partners Shuva Mandal and Bhavi Sanghvi led the transaction which was completed on 28 April 2014.

Clayton Utz has advised ASX-listed information technology and telecommunications company Amcom Telecommunications Ltd in respect of its A$40 million (US$37.4m) placement of shares to sophisticated and professional investors. Proceeds raised will be used to fund potential acquisitions by Amcom of complementary businesses which are aligned with its current capabilities. Perth corporate partner Mark Paganin led the transaction which was announced on 6 June 2014.

Clifford Chance has advised HKSE-listed Shanghai Prime Machinery, a subsidiary of Shanghai Electric Group, in respect of its approximately €155.4 million (US$212m) proposed acquisition of 100 percent shares of Netherlands-headquartered Nedschroef, one of the world’s largest suppliers of metal fasteners. Shanghai Prime Machinery is an integrated service provider of industrial machinery parts in China. Shanghai corporate partner Glen Ma, supported by partners Hans Beerlage, Bas Boris Visser, Jean Yu and Maggie Lo, led the transaction which is subject to regulatory approvals.

Clifford Chance has also advised Sumitomo Corp alongside Glencore Xstrata plc in respect of their completion of the acquisition of a majority interest in the Clermont coal mine in Queensland, Australia from Rio Tinto plc. Clermont is Australia’s third largest thermal coal mine. Partner Mark Pistilli, supported by partners Dave Poddar, Tony Reeves and Frances Dethmers, led the transaction which was valued at over US$1 billion.

Davis Polk has advised Tencent Holdings Ltd in respect of its purchase of approximately 139.5 million Class A ordinary shares of JD.com Inc in a concurrent private placement as part of JD’s IPO for an aggregate purchase price of US$1.3 billion. The transaction included an initial subscription of approximately 138 million Class A ordinary shares concurrently with the close of the IPO on 28 May 2014 and an additional subscription of approximately 1.48 million Class A ordinary shares by exercise of an over-allotment top-up option after the green shoe was exercised by the underwriters on 30 May 2014. The initial subscription together with the additional subscription amounted to 5 percent of the total outstanding share capital of JD. Founded in 1998, Tencent is one of China’s largest and most widely used Internet service portals. JD is a leading online direct sales company in China. Partner Kirtee Kapoor led the transaction. JD.com was advised by Skadden, Arps, Slate, Meagher & Flom as to US law and Maples and Calder as to Cayman Islands law.

Deacons has acted as Hong Kong counsel to Bank of Communications Co Ltd Hong Kong Branch as issuing and lodging agent in respect of the issue in Hong Kong of RMB16 billion (US$2.56b) sovereign bonds by the Ministry of Finance (MOF) of the People’s Republic of China. This year is the sixth consecutive year that the MOF issued RMB sovereign bonds in Hong Kong. The bonds were issued in five tranches to institutional investors, overseas central banks and monetary authorities. Partner Kevin Tong led the transaction whilst Haiwen & Partners advised as to PRC law. Linklaters advised MOF as to Hong Kong law.

Herbert Smith Freehills has advised MRC Global Inc in respect of the acquisition by its Singapore subsidiary MRC Transmark Pte Ltd of MSD Engineering Pte Ltd, a major distributor and regional service provider of valve and valve automation solutions across Singapore, Brunei, China, Malaysia, Indonesia, Thailand, Vietnam and Taiwan. The combined company will operate as MRC MSD Engineering and serve the oil and gas, petrochemical and other industrial sectors. Headquartered in Houston, Texas, MRC Global is the largest global distributor of pipe, valves and fittings and related products and services to the energy industry. Singapore partner Nicola Yeomans led the transaction.

Herbert Smith Freehills has also advised ASX and AIM-listed Range Resources Ltd, an independent oil and gas company based in Perth and London, in respect of its integrated master services agreement with LandOcean Energy Services Co Ltd, a Beijing-based oil field services provider listed on the Growth Enterprise Market Board in Shenzhen. Under the agreement, LandOcean is a preferred services contractor for Range Resources and will provide oilfield services, including geoscience, engineering, procurement and construction, to Range to develop its upstream assets. In addition, LandOcean will be entitled to a bonus where its services increase petroleum production in Range Resources’ upstream assets. The agreement is estimated to cover up to US$400 million in services. LandOcean will also provide Range Resources an option to take up to US$50 million of financing primarily to pay for LandOcean’s services but can also be used for other purposes. Hong Kong partner Hilary Lau, supported by partners Simon Reed and John Balsdon, led the transaction.

Khaitan & Co has advised Somany Foam Ltd (SFL) in respect of the business transfer agreement with Godrej & Boyce Manufacturing Company Ltd on the sale of SFL’s PU Foam business to Godrej & Boyce by way of a slump sale. The transaction involved transfer of employees, transfer of lease of SIDCUL land, along with other related assets and liabilities of PU Foam business, including SFL’s PU foam manufacturing plant, to Godrej & Boyce. SFL is a part of Hindusthan National Glass & Industries Ltd. Partners Bhavik Narsana and Abhishek Sharma led the transaction.

Latham & Watkins has represented the placement managers, consisting of Maybank Investment Bank Berhad, UBS AG Singapore Branch, CIMB Investment Bank Berhad, CLSA Singapore Pte Ltd, Kenanga Investment Bank Berhad, UBS Securities Malaysia Sdn Bhd and Inter-Pacific Securities Sdn Bhd, in respect of the MYR731.8 million (US$227.8m) IPO of 7-Eleven Malaysia Holdings Berhad. The IPO, which was listed on the Main Market of Bursa Malaysia Securities Berhad, is the country’s largest in nearly seven months. 7-Eleven Malaysia already has a dominant presence in Malaysia with over 1,500 stores but, through the listing, plans to open an additional 600 stores by 2016 and refurbish some of its existing stores. Singapore partners Michael Sturrock and Sharon Lau, supported by New York partner Jiyeon Lee-Lim, led the transaction.

Minter Ellison has advised ASX-listed Xanadu Mines Ltd in respect of the completion of the acquisition, with its joint venture company Mongol Metals LLC, of a 90 percent interest in Oyut Ulaan LLC from a wholly-owned subsidiary of Turquoise Hill Resources Ltd, an international mining company focused on copper, gold and coal mines in Mongolia. The US$14 million acquisition is being funded by Xanadu with a US$4 million 3-year loan agreement with the Noble Group and US$4 million equity in Mongol Metals from its joint venture partner as initial consideration. Oyut Ulaan owns 100 percent of the Kharmagtai porphyry copper-gold exploration project located in the South Gobi region of Mongolia. Managing partner Elisabeth Ellis and partners Bruce Cowley and Simon Scott led the transaction which was announced on 3 June 2014. Norton Rose Canada, led by partner Steve Malas, advised Turquoise Hill Resources.

Minter Ellison is also advising the Cheung Kong Infrastructure-led consortium in respect of a bid implementation agreement in relation to a cash offer, by way of a recommended off-market takeover, to acquire all of the issued shares in Envestra, one of Australia’s largest natural gas distribution companies. The offer price of A$1.32 (US$1.23) per share values Envestra at approximately A$2.37 billion (US$2.21b). The Cheung Kong Group is a leading Hong Kong-based multi-national conglomerate. The consortium comprises Cheung Kong (Holdings) Ltd (CKH), Cheung Kong Infrastructure Holdings Ltd (CKI) and Power Assets Holdings Ltd (PAH). The bid vehicle, CK ENV Investments Pty Ltd, is indirectly and equally owned by CKH, CKI and PAH. CKI already has a 17.46 percent interest in Envestra. The offer is subject to a number of conditions, including gaining a minimum acceptance of more than 50 percent, as well as Foreign Investment Review Board approval. Partners Marcus Best, Bart Oude-Vrielink and Stewart Nankervis are leading the transaction.

Morrison & Foerster is advising Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities in China, Japan and Brazil, in respect of its landmark agreement with a group of strategic partners. The first tranche of the transaction, which comprises a US$1.48 billion investment in China Holdco and a US$163 million investment in in GLP Listco, closed on 6 June 2014. The second tranche, with a planned investment of up to US$875 million in China Holdco, is expected to be completed within the next six months. Singapore corporate partner Eric Piesner and Hong Kong corporate partner Marcia Ellis, with partners Maria Wang, Jeremy Hunt, Michelle Jewett and Leo Aguilar, led the transaction.

Paul Hastings has advised China Everbright International Ltd in respect of the approximately US$960 million injection of the entire share capital of its wholly-owned subsidiary China Everbright Water Investments Ltd into SGX-listed HanKore Environment Tech Group Ltd in exchange for a controlling stake of approximately 78 percent of HanKore’s shares. The disposal and acquisition will result in a reverse takeover of HanKore in Singapore. HKSE-listed China Everbright focuses on the development of environmental protection businesses. China Everbright Water Investments and its subsidiaries are principally engaged in the environmental water business and operate a portfolio of large scale and diversified waste water treatment projects in the PRC. Partners Vivian Lam and Catherine Tsang led the transaction.

Paul, Weiss has advised KKR and Baring Private Equity Asia in respect of their investment with HOPU and Boyu in COFCO Meat, a leading integrated pork company with a focus on providing safe meat products to Chinese consumers. The investment is made alongside COFCO Meat’s existing shareholders to build and manage large-scale industrialized hog farms and meat processing plants in China. COFCO Meat, a subsidiary of COFCO Group, is a modern industrialized and integrated food company engaged in hog and poultry production, processing, distribution, and meat imports and exports. Partner Jack Lange led the transaction. Weil, led by managing partner Akiko Mikumo, also represented Baring.

Rajah & Tann is advising David Lam, the executive chairman and 32 percent shareholder of SGX-ST-listed Goodpack Ltd, in respect of the proposed acquisition of Goodpack by IBC Capital Ltd, an affiliate of Kohlberg Kravis Roberts & Co LP (KKR). Subject to the requisite approvals, the proposed acquisition will be effected via scheme of arrangement under which all of the issued Goodpack shares will be transferred to IBC Capital for S$2.50 (US$1.99) per share. Upon completion, Goodpack, which is valued at approximately S$1.4 billion (US$1.12b) under the scheme, will be delisted from the SGX-ST. Lam and Goodpack have given an irrevocable undertaking to IBC Capital to, inter alia, vote or procure the voting of all their shares in favour of the acquisition. Goodpack is the world’s largest provider of intermediate bulk containers. NYSE-listed KKR is a leading global investment firm that manages investments across multiple asset classes. Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 27 May 2014 and is yet to be completed. Allen & Gledhill is advising Goodpack whilst Simpson Thacher & Bartlett and Wongpartnership are advising KKR.

Sidley has advised NetDragon Websoft Inc in respect of its acquisition of Cherrypicks International Holdings Ltd. NetDragon has conditionally agreed to purchase sale shares of Cherrypicks International for a total of US$30.5 million from an independent third-party. Hong Kong partner Gloria Lam led the transaction.

Skadden is advising Baidu Inc, the leading Chinese language internet search provider, in respect of its US$1 billion offering of 2.75 percent notes due 2019. The notes have been registered under the US Securities Act of 1933, as amended, and are expected to be listed on the SGX-ST. Partners Julie Gao, Jonathan Stone and Michael Beinus led the transaction.

Sullivan & Cromwell is representing Korean petrochemical company SK Global Chemical Co Ltd in respect of its 50-50 joint venture agreement with Saudi Arabia’s SABIC Industrial Investment Company for a total investment of US$595 million to manufacture a range of high-performance polyethylene products using SK’s cutting edge Nexlene™ solution technology. The JV, which is located in Singapore, is expected to operate a series of manufacturing plants, the first of which was recently completed by SK Global Chemical at its complex in Ulsan, South Korea. A second plant is planned for Saudi Arabia. Over time, production bases will be established worldwide. The JV marks the second instance in which SABIC is investing in manufacturing capability in the Far East after its successful partnership with the China Petrochemical Corp (Sinopec). Partners Michael D DeSombre and Nader A Mousavi are leading the transaction which was signed on 26 May 2014 and is subject to regulatory approval.

Weerawong, Chinnavat & Peangpanor has represented Toyo-Thai Corp PCL in respect of obtaining US$100 million project financing from EXIM Bank for the development of a 120MW combined-cycle gas-turbine power plant project in Yangon. The transaction, which is the first of its kind in Thailand and Myanmar, is also the first private sector project financing in Myanmar for the Export-Import Bank of Thailand. Toyo-Thai is an integrated engineering procurement and construction business listed in Thailand. The Myanmar unit will receive the loan directly from EXIM Bank. Toyo-Thai (Singapore) has guaranteed the loan and provided a share pledge to secure the repayment. Partner Kudun Sukhumananda led the transaction.

Weil is acting for Providence Equity Partners in respect of its acquisition from Star TV of a 50 percent stake in Star CJ Network India, a home-shopping channel joint venture in India. CJ O Shopping, the South Korean partners of Star TV in the JV, will retain its stake in the JV which they set up in 2009 by investing US$55 million each. Hong Kong private equity partner Peter Feist led the transaction.

Withers has advised on a ground-breaking case in Hong Kong concerning prenuptial and separation agreements. The Court of Final Appeal, the highest court in Hong Kong, unanimously decided to uphold the Court of Appeal’s decision in the case of SPH v SA. The case involved a question as to whether the case could be heard in Hong Kong but also looked specifically at what weight should be given to the parties’ election in their pre-nuptial or post-nuptial agreements to have their marriage governed by the laws of a particular country. The case is very much a landmark decision in terms of how the family courts in Hong Kong are likely to consider prenuptial agreements in future cases.

WongPartnership is acting for all the shareholders of the Boncafé group of companies in respect of the divestment of their respective interests in the Boncafé Group. Joint managing partner Ng Wai King and partners Kenneth Leong and Jason Chua led the transaction.

WongPartnership has also acted for NAE Hong Kong Ltd, a subsidiary of NYSE-listed Nord Anglia Education Inc, in respect of its acquisition of Dover Court Preparatory School (Pte) Ltd from Catherine Kamsah Pardi Alliott. Joint managing partner Ng Wai King and partners Tan Teck Howe and Tan Sue-Lynn led the transaction.

WongPartnership is acting for Frasers Centrepoint Limited in the proposed acquisition of up to 100 percent of the issued stapled securities of Australand Property Group, a company listed on the Australian Securities Exchange, via an off-market takeover offer at a cash consideration of A$4.48 per stapled security, which values Australand at approximately A$2.6 billion (US$2.41 billion). Joint Managing Partner Ng Wai King and Partners Andrew Ang, Annabelle Yip and Audrey Chng led the transaction.

WongPartnership is acting for Kohlberg Kravis Roberts & Co. L.P., IBC Capital Limited (the Offeror) and the financial advisors to the Offeror, namely Goldman Sachs (Singapore) Pte, Credit Suisse (Singapore) Limited and Morgan Stanley Asia (Singapore) Pte, in relation to the proposed acquisition by the Offeror of all the issued and paid-up ordinary shares in the capital of Goodpack Limited by way of a scheme of arrangement in accordance with Section 210 of the Companies Act, Chapter 50 of Singapore and the Singapore Code on Take-overs and Mergers. This values the Company at approximately S$1.4 billion (approx. US$1.11 billion). Joint Managing Partner Ng Wai King and Partners Susan Wong, Hui Choon Yuen, Andrew Ang, Rosabel Ng, Dawn Law, Kenneth Leong, Goh Gin Nee, Audrey Chng, Tan Shao Tong and Felix Lee led the transaction.