Deals – 11 October 2012

Allen & Gledhill has also advised certain funds managed by Alpha Investment Partners Ltd in respect of their acquisition of 50 percent interest in the office buildings located at 78 Shenton Way, Singapore from Commerz Real Investmentgesellschaft, which is acting as an investment company for the account of Haus-Invest, a German open-ended real estate investment fund. The property is valued at more than S$600 million (US$488m). Partners Penny Goh and Richard Young led the transaction.

AZB & Partners is advising Alok Industries Ltd in respect of its issue of equity shares aggregating to approximately INR5.51 billion (US$106m) on a rights basis. Partner Kalpana Merchant is leading the transaction.

Baker & McKenzie has advised PTT Global Chemical (PTTGC) in respect of its inaugural US$1 billion issuance of senior unsecured notes due in 2022. The notes, which were listed on the SGX, represent the largest ever single-tranche US dollar bond offering by a Thai corporate entity. PTTGC, a public company and Thailand’s largest integrated petrochemical and petroleum refining company, is an affiliate of PTT Public Company Ltd, and one of the most profitable companies in Thailand. Barclays, Goldman Sachs (Asia) LLC, The Royal Bank of Scotland and Standard Chartered Bank acted as joint book-runners and joint lead managers. Partner Viroj Piyawattanametha led the transaction.

Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners, the member firms of Baker & McKenzie International in Singapore and Indonesia, respectively, have represented Standard Chartered Bank Singapore Branch as the original lender in respect of a US$250 million syndicated financing to PT Bank Mandiri (Persero) Tbk. Partners Erwandi Hendarta (HHP) and Emmanuel Hadjidakis (BMWL) led the transaction.

Clayton Utz has acted as lead Australian counsel for US mobile applications company Kony Solutions Inc in respect of its acquisition of Melbourne based Sky Technologies Holdings Pty Ltd (Sky). The acquisition has merged Kony Solutions multichannel application platform, packaged mobile applications and mobile application management solutions with Sky’s enterprise expertise and significant base of SAP mobile customers. Simone Whetton led the transaction whilst Fenwick & West acted as US counsel.

Clayton Utz is also advising Macquarie Capital (Australia) Ltd and Hartleys Ltd as joint lead managers and book-runners in respect of the A$15 million (US$15.4m) placement by ASX-listed Carnarvon Petroleum Ltd. The equity raising also includes a A$5 million (US$5.13m) share purchase plan to existing shareholders. Partner Matthew Johnson is leading the transaction.

Clifford Chance has advised DBS Bank as the sole global coordinator and DBS and Oversea-Chinese Banking Corporation as joint lead managers and book-runners in respect of Genting Singapore PLC’s S$500 million (US$406m) perpetual securities to the public in Singapore. This is the first time perpetual securities are issued by an SGX-listed entity to the public in Singapore, and is a follow-on of Genting Singapore PLC’s earlier issue of S$1.8 billion (US$1.46b) perpetual securities to institutional and private banking investors on 12 March 2012. Partner Raymond Tong led the transaction whilst partner Joan Janssen acted for The Trust Company (Asia) Ltd as the trustee.

Clifford Chance has also advised Brilliant Circle Holdings International Ltd in respect of its purchase of a 60 percent stake in Giant Sino Investments Ltd, part of Emperor Great Investments Ltd, worth HK$720 million (US$92.9m). Brilliant Circle is involved in the design, prepress and printing of packaging of high end consumer goods, and is one of the largest manufacturers of cigarette packaging in China. The Giant Sino Investments group is also engaged in the printing of cigarette packages. Partner Neeraj Budhwani led the deal with partner Terence Foo.

Davis Polk has advised ICICI Bank Ltd, acting through its Dubai branch, in respect of a Rule 144A/Regulation S offering of US$750 million aggregate principal amount of 4.7 percent notes due 2018. Citigroup Global Markets Ltd, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc, Merrill Lynch International and Standard Chartered Bank were the joint lead managers and dealers for the offering. ICICI Bank is the largest private sector bank in India and the second-largest bank in India in terms of total assets. Partners Eugene C Gregor and Margaret E Tahyar led the transaction.

DLA Piper has advised K-REIT Asia in respect of a cross-border joint venture with Mirvac Property Group for the redevelopment of the Old Treasury Building site in Perth. Under the deal, announced to the ASX and SGX, the JV partners will undertake an A$330 million (US$338.5m) re-development and then own the new 40,000 sqm office tower development. The building is to be tenanted by the WA State Government. K-REIT Asia is one of the largest real estate investment trusts (REITs) listed on the SGX-ST with assets under management of more than A$6 billion (US$6.16b). Les Koltai, with support from partners David Nancarrow, Brian Pass and Tim L’Orange, led the transaction.

Freshfields Bruckhaus Deringer has advised Innovation Network Corporation of Japan (INCJ) and Nihon Inter Electronics Corporation (NIEC) in respect of co-leading a US$35 million Series E financing for Transphorm, a California-based developer of ultra-efficient power conversion technology. INCJ is a public-private partnership between the Japanese government and 27 major corporations that provides financial, technological and management support for next-generation businesses. NIEC is a leading Japanese manufacturer and supplier of power management semiconductors. Partners Takeshi Nakao and Tim Wilkins led the transaction.

Khaitan & Co has advised Mahindra Insurance Brokers Ltd and Mahindra & Mahindra Financial Services Ltd in respect of investment by Inclusion Resources Private Ltd, a subsidiary of Leapfrog, for acquisition of a 15 percent stake in Mahindra Insurance Brokers Ltd for approximately US$15 million. Mahindra Insurance Brokers Ltd is a wholly owned subsidiary company of Mahindra & Mahindra Financial Services Ltd, India’s leading rural non-banking finance company that focuses on the rural and semi-urban Indian market. Partner Bhavik Narsana acted on the transaction.

Khaitan & Co also represented Orient Cement Ltd in respect of its successful defence before the Director General and the Competition Commission of India (CCI) for alleged cartelization in cement industry. Orient Cement Ltd is a member of the multi-product, multi-unit Orient Paper & Industries Ltd, a C K Birla Group company. Partner Manas Kumar Chaudhuri acted on the transaction.

King & Wood Mallesons has advised Mirvac Group in respect of the divestment of 50 percent of its interest in the Old Treasury Building development in Perth to Singapore listed K-REIT Asia for A$165 million (US$168m), marking the second co-investment between the two leading real estate entities. Under the agreement, K-REIT will acquire a 50 percent interest in the Mirvac (Old Treasury) Trust and the associated trustee, Mirvac (old Treasury) Pty Ltd, which has entered into a development agreement with the State of Western Australia to deliver a new A grade office tower which will be built on the Old Treasury Building site in the CBD of Perth. The project is scheduled for completion in 2015. The 30,800 square-metre building is 98 percent pre-committed by a 25-year lease to the WA state government. Partners Felicity Savage and Sonya Harris led the transaction. K-REIT was advised by DLA Piper.

King & Wood Mallesons has also advised Pfizer Inc, the world’s largest pharmaceutical enterprise, in respect of its joint venture with Zhejiang Hisun Pharmaceutical (Hisun) in Hangzhou, Zhejiang. The JV was named Hisun Pfizer Pharmaceutical Co Ltd (Hisun Pfizer). The aggregate investment of Hisun Pfizer is US$295 million and the registered capital is US$ 250 million. Hisun and Pfizer own 51 percent and 49 percent shares of the JV, respectively. Hisun Pfizer will develop, manufacture and sell off-patent pharmaceutical products, including generic drugs, in China and globally. Generic drugs account for 70 percent market share in China. Hisun Pfizer is one of the first series of generic drugs projects jointly set up by multinational pharmaceutical enterprises and local pharmaceutical companies. The Hisun Pfizer project is Pfizer’s largest JV project in China and also one of the largest pharmaceutical JV projects in Zhejiang Province. Partners Wang Kaiding, Zhang Xiaolian, Ning Xuanfeng and Xiao Jin led the transaction which was completed on 13 September 2012.

Latham & Watkins has represented PTT Global Chemical Public Company Ltd, Thailand’s largest integrated petrochemical and petroleum refining company, in respect of its inaugural US$1 billion bond offering. The issue comprised of 4.25 percent senior unsecured notes due 2022, representing the largest ever single-tranche US-dollar bond offering by a Thai corporate. The bond also achieved the lowest ever coupon for a Thai 10-year fixed rate US-dollar bond. Partners Michael Sturrock and Timothy Hia led the transaction.

Maples and Calder has acted as Cayman Islands counsel to TWSE-listed TPK Holding Co Ltd in respect of the offering of 17.6 million global depositary receipts (GDRs) and the issue of US$230 million zero coupon convertible bonds due 2017. Each GDR is equal to one ordinary share of TPK. The GDRs will be listed on the Official List of Luxembourg Stock Exchange and traded on the Euro MTF Market. TPK is a leading touch solution provider, offering a full suite of touch solutions tailored to different customer requirements. Their technology is integrated into mobile and consumer electronic devices, such as smart phones, tablet PCs, notebook PCs, and electronic book readers. JP Morgan and Nomura were the joint global coordinators and joint book-runners. Partner Christine Chang led the transaction whilst Lee and Li acted as ROC legal advisers. Simpson Thacher & Bartlett acted as the US counsel to the book-runner. The deal was closed on 1 October 2012.

Minter Ellison has advised Australian private equity firm Anchorage Capital Partners in respect of its share purchase agreement with Woolworths Ltd to acquire Dick Smith Electronics. Under the agreement, Anchorage will purchase 100 percent of the business, including 327 stores employing more than 4,500 people. Partners Callen O’Brien, Riccardo Casali, John Mosley and Michael Barr led the transaction. Clayton Utz, led by John Elliott, advised Woolworths.

Paul Hastings is representing Famous Commercial Ltd (Famous), a subsidiary of Shanghai-listed Gemdale Corporation, in respect of its acquisition of an approximately 56 percent stake in HKSE-listed Frasers Property (China) Ltd (Frasers Property), a subsidiary of Singapore’s Fraser & Neave Ltd, at a total consideration of approximately HK$1.65 billion (US$212.8m). Upon completion of the acquisition, Famous will be required under the Hong Kong Takeovers Code to make an unconditional mandatory cash offer and an appropriate offer for all the issued shares and all the outstanding share options of Frasers Property (other than those already owned or agreed to be acquired by Famous and parties acting in concert with it), respectively. Such offers are valued at approximately HK$1.32 billion (US$170m) in aggregate. Partner Raymond Li led the transaction.

Paul, Weiss has advised Asia Satellite Telecommunications Company Ltd (AsiaSat) in respect of the disposal of its entire interest in SpeedCast Holdings Ltd (SpeedCast), the Hong Kong-based network and satellite communications service provider, to SpeedCast Acquisitions Ltd. SpeedCast has used AsiaSat’s satellite capacity for the provision of satellite-based broadband services for over a decade. The transaction aims to facilitate SpeedCast’s development into a leading provider of global network and satellite communications services. AsiaSat will continue to be a significant supplier of satellite capacity and technical services for the VSAT operator. The proceeds from the non-core asset disposal will be used by AsiaSat to further develop its core business. Partner Jeanette Chan led the transaction.

Rajah & Tann has advised KMP Investments Pte Ltd in respect of its acquisition of shares in Kentor Gold Ltd pursuant to subscription of approximately 7.5 million new shares under a share placement and subscription of its rights entitlements and underwriting of additional 8.3 million rights shares under a renounceable rights issue by Kentor Gold. KMP Investments’ total commitment under the placement and the rights issue amount to approximately A$13.8 million (US$14m). Kentor Gold is an Australian-based, emerging gold mining company listed on the ASX whilst KMP Investments is a subsidiary in the Salim group of companies. Partners Goh Kian Hwee and Lawrence Tan led the transaction which was completed on 20 August 2012. Herbert Geer acted as Australian legal advisers to Kentor Gold.

Rajah & Tann has also advised Droxford International Ltd in respect of its subscription of up to A$50 million (US$50.9m) in principal amount of Class B convertible bonds issued by ASX-listed Atlantic Ltd, a company which is developing a diversified portfolio of resources projects. Atlantic Ltd’s flagship project is the Windimurra vanadium project located in Western Australia. Droxford International Ltd is a company controlled by the Salim group. Partners Goh Kian Hwee and Lawrence Tan also led the transaction which was completed on 22 August 2012. Freehills acted as Australian legal advisers to Droxford International Ltd. DLA Piper Australia advised Atlantic Ltd.

Rodyk & Davidson is acting for White Haven Properties Pte Ltd, a unit of SGX-listed City Developments Ltd (CDL), in respect of its acquisition of a plot of URA land at Buangkok Drive/SengkangCentral. The successful bid of S$301 million (US$244.6m) for this 99-year leasehold site was the highest of five bids submitted. The site spans about 18,340 sq m with a maximum gross floor area of 55,023 sq m. It is projected that the developer will be able to construct some 580 dwelling units on the site. Partners Norman Ho and Melanie Lim are acting in the matter.

Rodyk & Davidson is also acting for the consenting owners of Green Lodge Condominium at Toh Tuck Road in respect of the collective sale of the development for S$191.9 million (US$156m). The sale is subject to approval by the Strata Titles Board or High Court, as the case may be. This is the largest and most expensive collective sale of a freehold land site since 2008. Partner Lee Liat Yeang is leading the transaction.

Shook Lin & Bok has advised CapitaMalls Asia Treasury Ltd (CMA Treasury), CapitaMalls Asia Ltd (CMA) and DBS Bank Ltd (DBS) in respect of the issuance of S$250 million (US$203m) 3.7 percent notes due 2022 by CMA Treasury under its S$2 billion (US$1.6b) euro medium term note programme guaranteed by CMA. DBS acted as the dealer. Partner Pok Eu Jin led the transaction.

Simpson Thacher has represented JP Morgan and Nomura in respect of concurrent offerings by TPK Holding Co Ltd. (TPK) of US$230 million zero coupon convertible bonds due 2017 and US$236.2 million global depositary shares (GDSs). TPK is a leading touch solution provider with manufacturing facilities in China. TPK’s touch solutions are applied in a large number of market leading smartphones and tablets. The common shares of TPK are traded on the TWSE. Both the bonds and the GDSs are listed on the Luxembourg Stock Exchange. The firm’s advisory team included Chris Lin, Asher Hsu, Howie Farn, Tina Yu, Robert Holo, Marcy Geller, Jonathan Cantor and Andrew Purcell.

Skadden has represented Japan-based Seven Bank in respect of its first acquisition outside Japan — a stock purchase agreement with FCTI Holdings LLC whereby Seven Bank acquired Financial Consulting & Trading International Inc, a California-based ATM operator. FCTI Holdings principally is held by Marlin Equity Partners LLC, a California-based private investment firm with more than US$1 billion of capital under management. The transaction, which closed on 5 October 2012, marks an important first step in Seven Bank’s full-scale entry into overseas ATM service markets. Partners Mitsuhiro Kamiya and Michael Mies led the transaction.

Sullivan & Cromwell is representing Goldman Sachs Japan Co Ltd as financial adviser to eAccess Ltd (Japan) in respect of its acquisition by Softbank Corp (Japan). Partners Garth Bray, Keiji Hatano and Stephen Kotran are leading the transaction which was announced on 1 October 2012.

Sullivan & Cromwell is also representing the independent investor group in respect of the acquisition of Louis Dreyfus Highbridge Energy, LLC (LDH Energy) by DF Energy Acquisition LLC, a private investment vehicle owned by Glenn Dubin, and an independent investor group, including investment vehicles established by family trusts created by Paul Tudor Jones and Timothy Barakett, and Continental Grain Company / Paul Fribourg. Partner Jay Clayton, with partners George Sampas, Andrew Mason and Marc Trevino, led the transaction which was announced on 3 October 2012.

Trilegal has advised Indo Rama Renewables Jath Ltd, a subsidiary of Indo Rama Synthetics Ltd, in respect of its deal for developing a 30 MW wind energy project in Mahrashtra with Gamesa Wind Turbines, the Indian subsidiary of global turbine-maker Gamesa Corporacion Tecnologica SA. Gamesa will supply turbines to Indo Rama and the contract also involves commissioning of the supplied turbines by Gamesa. The deal marks the entry of Indo Rama into the renewable energy market. Partner Akshay Jaitly led the transaction which was announced on 18 September 2012.

Trilegal has also acted as the Indian legal counsel for DBS Bank as the lead manager in respect of Amtek India’s establishment of foreign currency convertible bonds of US$70 million. Partner Srinivas Parthasarathy led the transaction.

Walkers has acted as Cayman Islands counsel in respect of a US$500 million 3.25 percent senior capital securities offering by Doosan Infracore Co Ltd. Partner Kristen Kwok led the transaction.

Walkers, with Morrison & Foerster, has also advised Global Logistic Properties Ltd (GLP), one of the world’s largest providers of modern logistics facilities, in respect of the sale of 16.7 percent of the total outstanding equity of GLP Japan Logistics Partners (GLP-JLP), whose legal entity is known as “Light Year One Holdings Ltd”, to clients of CBRE Global Multi Manager for JPY7.6 billion (US$98m) CBRE Global Multi Manager is the private equity indirect investment division of CBRE Global Investors, which is one of the largest institutional real estate investment managers in the world. GLP-JLP was a 50:50 joint venture between GLP and China Investment Corporation (CIC). At the time the joint venture was announced, GLP stated that its equity exposure to Japan would remain stable or would decrease over time. Following the transaction, GLP will retain a 33.3 percent interest in GLP-JLP and CIC will retain 50 percent. GLP will remain the asset manager of the portfolio with sole responsibility for day-to-day operations. Jones Day acted for CBRE whilst Milbank advised CIC.

White & Case is acting as international counsel to CHAMP Private Equity Pte Ltd in respect of the acquisition by entities associated with CHAMP of a 33.2 percent stake in ASX-listed Miclyn Express Offshore Ltd (Miclyn) from Macquarie Capital Group Ltd and related processes. The consideration payable to Macquarie is approximately US$207 million plus an additional payment of up to approximately US$0.10 per share upon the achievement of certain earnings milestones by Miclyn, a leading service provider to the offshore oil and gas industry across South-East Asia, Australia and the Middle East. The transaction is CHAMP’s first investment into the South-East Asia region. The completion of CHAMP’s acquisition is expected to occur in late October 2012. Partner William Kirschner is leading the transaction.

WongPartnership has acted for Olam International Ltd, as issuer, in respect of the establishment of its US$2 billion euro medium term note programme, and in its issue of the following series of notes under such programme: (a) S$350 million (US$285m) 5.8 percent fixed rate notes due 2019 issued as series 1; (b) S$250 million (US$203m) 2.5 percent notes due 2013 issued as series 2; and (c) US$500 million 5.75 percent fixed rate notes due 2017 issued as series 3. Partners Colin Ong, Khoo Yuh Huey and Tan Kay Kheng led the transaction.

WongPartnership has also acted for Kindest Place Groups Ltd (KPG) in respect of the approximately S$1.18 billion (US$1b) acquisition by Heineken International BV of KPG’s approximately 22.2 million shares in Asia Pacific Breweries Ltd (APB), representing 8.6 percent of the total issued share capital of APB. Partners Ng Wai King, Andrew Ang, Annabelle Yip, Teo Hsiao-Huey and Audrey Chng led the transaction.