Deals – 12 April 2013

Allen & Gledhill has also advised MYK Holdings Pte Ltd in respect of the voluntary unconditional cash offer made by DBS Bank Ltd, for and on behalf of MYK, for all the shares in SC Global Developments Ltd. The transaction is valued at S$746 million (US$602m). Partners Andrew M Lim, Hilary Low, Lim Wei Ting and Lauren Chung drove the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as the Indian legal counsel to the brokers, composed of Axis Capital Ltd, Deutsche Equities India Private Ltd, HSBC Securities and Capital Markets India Ltd, JP Morgan India Private Ltd, Kotak Securities Ltd and SBICAP Securities Ltd, in respect of the Government of India’s offer for sale of 5.82 percent stake of Steel Authority of India Ltd through the Bombay and the National Stock Exchanges in India. The sale, valued at INR15.161 billion (US$278m), was carried out on March 22 2013. Partner Prashant Gupta led the transaction whilst Cleary Gottlieb Steen & Hamilton acted as the international legal counsel. Crawford Bayley & Co and Dorsey & Whitney acted as the Indian and international legal counsels to the seller, respectively.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised in respect of the subscription by Coal India Ltd (CIL) to cumulative, redeemable, non-convertible preference shares issued by Bharat Coking Coal Ltd (BCCL) by converting certain loans and current account advances made by CIL to BCCL. Partner Siddhartha Datta led the transaction valued at INR2,539 crores (US$465.6m).

Appleby has acted as British Virgin Islands and Bermuda counsel for Asia Mezzanine Capital Corporation in respect of the provision of a US$30 million facility to CAAM Ltd which, together with an equity investment, were applied to finance an acquisition of approximately 70 percent of shares of Moraitis Group Pty Ltd at approximately A$211.82 million (US$223m). CAAM and its shareholders granted various forms of security as well as options in favour of Asia Mezzanine. Partner Jeffrey Kirk piloted the transaction.

AZB & Partners has advised Government of Singapore Investment Corporation Pte Ltd in respect of its proposed acquisition, through its affiliate, of approximately £100 million (US$151m) of shares of Greenko Mauritius Ltd. Partner Alka Nalavadi led the transaction which was signed on 15 March 2013 and is yet to be completed.

AZB & Partners has also advised Newbridge India Investments II Ltd in respect of the sale of 23.15 million shares representing approximately 10 percent of Shriram Transport Finance Company Ltd’s shares held by Newbridge by way of a trade on the stock exchanges. Partners Shuva Mandal and Varoon Chandra led the transaction which was valued at approximately US$300 million.

Baker & McKenzie (Gaikokuho Joint Enterprise) has advised Shinsei Bank in respect of on its ¥1.6 billion (US$16.12m) loan to JAG Energy Co Ltd (JAG), a group company of Japan Asia Group Ltd. JAG is constructing five mega solar power facilities in Hokkaido which can generate a total output of approximately 5.5 MW. The financing method in this deal garnered attention because it moved the primary concept of project finance closer to non-recourse loans. This limits the source of repayment to the project cash flow and affords more independence away from the sponsor by setting up a limited liability company to act as the borrower (via a special purpose company). Naoaki Eguchi led the transaction.

Baker & McKenzie has also acted for Ramsay Health Care Ltd in respect of its A$500 million (US$525m) joint venture with Sime Darby Berhad in Asia. The deal will combine Ramsay’s three hospitals in Indonesia with Sime Darby’s portfolio of healthcare assets in Malaysia under a new JV company. The JV is the first investment by Ramsay in Asia since they acquired their Indonesian hospitals in 2005 and will be the first expansion for Sime Darby Healthcare outside of Malaysia. Partner Ben McLaughlin led the transaction with Munir Abdul Aziz, partner in Wong & Partners, Baker & McKenzie’s member firm in Malaysia. Christopher Lee & Co (Kuala Lumpur), Hiswara Bunjamin & Tandjung (Jakarta) and Herbert Smith Freehills advised Sime Darby.

Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners (HHP), Baker & McKenzie’s member firms in Singapore and Indonesia, respectively, have advised the consortium of PT Medco Power Indonesia, ITOCHU Corporation, Kyushu Electric Power Co Inc and Ormat International Inc in respect of the signing of an Energy Sales Contract (ESC) and Joint Operation Contract (JOC) for the 300 MW Sarulla Geothermal Power Project in Indonesia. The 30-year ESC was signed between the consortium, Indonesia’s state-owned electricity company PT Perusahaan Listrik Negara (PLN) and PT Pertamina Geothermal Energy (PGE), a subsidiary of PT Pertamina, providing for the long term sale of electricity to PLN whilst the 30-year JOC governing the development of the geothermal steamfield was signed between the consortium and PGE. The HHP team was led by Luke Devine whilst the Baker & McKenzie.Wong & Leow team was led by Chew Chin. Nahr Murdono Law Office advised PLN whilst Makarim & Taira S advised PGE. Latham and Watkins and Ali Budiardjo, Nugroho, Reksodiputro advised JBIC and ADB. Lubis Ganie Surowidjojo advised the Ministry of Finance.

Baker & McKenzie.Wong & Leow, Baker & McKenzie’s member firm in Singapore, has also advised Parksing Property Pte Ltd in respect of the proposed sale of Park Hotel Clarke Quay to The Trust Company (Asia) Ltd (as trustee of Ascendas Hospitality Real Estate Investment Trust) for S$300 million (US$242.3m). Partner Wong Ai Ai led the team.

Clayton Utz has advised Macquarie Capital (Australia) Ltd as underwriters in respect of the sell-down by engineering and project services company Clough Ltd via a block trade agreement of approximately 30.9 million shares in Forge Group Ltd, raising gross proceeds of approximately A$187 million (US$196m). Partner Brendan Groves led the transaction which was announced on 25 March 2013.

Clifford Chance has advised China Minmetals Corporation in respect of the issuance of RMB2.5 billion (US$402.8m) 3.65 percent bonds due 2016. This is the biggest single tranche bond among the five state-owned enterprises which have obtained approvals from the China National Development and Reform Commission (approved on a case by case basis) to directly issue RMB bonds offshore. China Minmetals Corporation and its subsidiaries form the largest metals and mining conglomerate in the PRC with a leading position in the global mining and metals industry. Partner Connie Heng led the transaction.

Clifford Chance has also advised Nabtesco Corporation, a Japanese company listed on the Tokyo Stock Exchange, in respect of its purchase of OCLAP SRL, an Italian door system manufacturer. Nabtesco manufactures and sells precision equipment, transport equipment, aircraft and oil hydraulic equipment and industrial equipment based on motion control technology primarily in Japan, rest of Asia, North America and Europe. Partner Andrew Whan led the transaction which was signed on 28 March 2013.

Eversheds has advised AID Partners Capital in respect of a US$10 million investment in Prime Focus World NV (Prime Focus) and the formation of a joint venture with Prime Focus’ parent, Prime Focus Ltd. AID Partners Capital subscribed optionally convertible preference shares of Prime Focus that are convertible to 4 percent stake in that company and formed a JV with Prime focus Ltd for visual entertainment services for motion pictures in Greater China region. Prime Focus is the global leading provider of value-added creative and technical services for 2D to 3D content conversion, visual effects and animation services. It runs businesses in Los Angeles, New York, London, Vancouver and Mumbai. Partners Norman Hui, Stephen Mok, Tom Van Wijngaarden and Mick Van Waateringe led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie’s member firm in Indonesia, has represented AAA Securities as the Indonesian lead underwriter and Nomura Singapore Ltd as the international selling agent in respect of the IPO of 2.9 billion shares of PT Steel Pipe Industry of Indonesia, one of the largest steel pipe manufacturers in Indonesia. The transaction consists of both Indonesian and international offerings. Partner Iqbal Darmawan led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie’s member firm in Indonesia, has also represented PT Bank Rakyat Indonesia (Persero) Tbk (BRI) in respect of the issuance of US$500 million 2.95 percent senior unsecured fixed rate notes due 2018. The Government of Indonesia is BRI’s majority shareholder and currently holds an equity interest of 56.8 percent. The notes mark BRI’s first offering of US$ denominated senior unsecured debt in the international bond markets. Partners Erwandi Hendarta and Indah N Respati led the team.

HSA Advocates has advised Government of Gujarat and IL&FS promoted Gujarat International Finance Tec-City Company Ltd (GIFTCL) in respect of appointing a consortium led by Newgen Holdings Private Ltd as the ICT partner for providing information and communication technology infrastructure, services and platforms at Gujarat International Finance Tec-City (GIFT) at Gandhinagar. GIFT is being developed as a global financial hub with a potential built-up area of 90 million square feet which will be the first financial centre of its kind in the world. GIFT shall cater to large banks and financial service companies, information technology enterprises, informational technology enabled services including business process outsourcing and knowledge process outsourcing and other service sectors by offering world-class ICT infrastructure and facilities. Partner Anjan Dasgupta led the transaction.

HSA Advocates has also advised Amplus Infrastructure Developers Private Ltd (Amplus), a company engaged in all kinds of power projects in India, in respect of the acquisition of a 42.5 MW wind power generation facility situated in District Gadag, Karnataka owned by VRL Logistics Ltd, the largest fleet owner of commercial vehicles in India in the private sector. The definitive business transfer agreement has been executed and the transaction will be concluded once necessary approvals are obtained from the governmental authorities. Partner Aparajit Bhattacharya, along with partner designate Harvinder Singh, led the transaction. VRL was advised by J Sagar Associates led by partner Sumanto Basu.

Khaitan & Co has advised Webb India Private Ltd in respect of the acquisition of a 40 percent stake in Webb India by Vinar Systems Private Ltd and its affiliates (Vinar Group) from Jervis B Webb International Company (JBW), resulting in 100 percent ownership of Webb India by Vinar Group. The deal further involved the sale by Webb India of 60 percent stake in Forgepro India Private Ltd (Forgepro) to JBW and its nominee, resulting in 100 percent ownership of Forgepro by JBW. Further, while the deal resulted in the joint venture between JBW and Webb India and JBW and Vinar Group to come to an end, the parties signed technical collaboration and supply agreements to continue their relationship. Webb India offers state-of-the-art material handling technology, including chain and non-chain conveyor systems, to a wide variety of industries. Partners Haigreve Khaitan and Abhilekh Verma led the transaction.

Khaitan & Co has also advised Kayaba Industry Co Ltd (KYB Corporation) in respect of the acquisition of a 50 percent stake in Conmat Systems Private Ltd. Established in 1948, KYB Corporation is a global company with the head office in Tokyo, Japan. For over 80 years KYB has specialised in hydraulics, with technology widely used in the aeronautical, automotive, construction and railway industries. Partner Zakir Merchant led the transaction.

Latham & Watkins has represented STATS ChipPAC Ltd in respect of its offer to exchange any and all US$600 million of 7.5 percent senior notes due 2015 (existing notes) for 4.5 percent senior notes due 2018 (new notes) and its concurrent offering of additional US$255 million new notes to raise monies to redeem any existing notes that were not tendered in the exchange offer. Partners Min Yee Ng and Michael Sturrock led the transaction whist tax advice was provided by partners Samuel Weiner and Ana O’Brien.

Majmudar & Partners has acted as Indian counsel to India International Bank Malaysia Berhad (IIBM), a joint venture of Bank of Baroda, Indian Overseas Bank and Andhra Bank, and advised on security creation and guarantee issuance, in respect of a RM9 million (US$3m) facility to SM Pharmaceuticals SDN BHD, Malaysia. Prashanth Sabeshan led the transaction whilst Zul Rafique & Partners acted as Malaysia counsel.

Maples and Calder has acted as Cayman Islands counsel for Foxconn (Far East) Ltd in respect of its issue of ¥10 billion (US$100.9m) 1.28 percent notes due 2016 and ¥4 billion (US$40.35m) floating rate notes due 2016 under a US$2 billion medium term notes programme guaranteed by Hon Hai Precision Industry Co Ltd. Partner Christine Chang led the transaction. Linklaters acted as international counsel to sole manager, Mizuho Securities Asia Ltd.

Maples and Calder has also acted as Cayman Islands counsel to Dorsett Hospitality International Ltd in respect of its issue of CNY850 million (US$137m) 6 percent bonds due 2018. The notes are unsubordinated and unsecured. Partner Christine Chang also led the transaction whilst Reed Smith Richards Butler acted as the Hong Kong and English counsel. Linklaters acted as Hong Kong and English counsel to the joint lead managers, namely Barclays Bank PLC, CITIC Securities Corporate Finance (HK) Ltd, Deutsche Bank AG Hong Kong Branch, the Hongkong and Shanghai Banking Corporation Ltd and the trustee, DB Trustees (Hong Kong) Ltd.

Milbank, Tweed, Hadley & McCloy has represented First Pacific Company Ltd of Hong Kong, Manila Electric Company of the Philippines, and their joint venture vehicle FPM Power Holdings Ltd, in respect of the innovative purchase of a 771MW new-generation LNG power plant that will supply electricity to the Singapore grid. The power plant is located on Jurong Island, Singapore and is scheduled to commence commercial operations in December 2013. The buyers purchased the asset from GMR Infrastructure Ltd of India and its subsidiary GMR Infrastructure (Singapore) Pte Ltd, which are looking to re-focus resources on their core domestic Indian businesses. The project will be owned 70 percent by FPM Power Holdings Ltd and 30 percent by Petronas International Corporation of Malaysia. The project finance lenders, a group of international and regional banks that advanced US$815 million in financing to the project in 2011, approved the transaction. The lender group includes Standard Chartered Bank Singapore Branch, Axis Bank Ltd Singapore Branch, CIMB Bank Berhad, KfW, National Australia Bank Ltd and Portigon AG (formerly known as West LB AG Singapore Branch). Partner Gary Wigmore, with partner Stuart Harray, led the transaction. White & Case advised GMR Infrastructure Ltd. Norton Rose served as counsel to the project finance lender group whilst Allen & Gledhill acted as local Singapore counsel to the buyer group.

Minter Ellison is advising ASX-listed telecommunications provider M2 Telecommunications Group Ltd in respect of its binding share sale agreement to acquire 100 percent of Dodo Australia Holdings Pty Ltd and its bid implementation agreement with Eftel Ltd whereby M2 will make a recommended off-market takeover offer for all of the issued shares in Eftel, offering scrip or cash at the election of Eftel shareholders. The Dodo and Eftel acquisitions represent a combined investment by M2 of approximately A$250 million (US$262.63m) in new businesses. Partners Alberto Colla and Richard Dammery are leading the transaction. Dodo Australia and Eftel are advised by Kristy Dixon and Michael Ryan of Addison Lawyers.

Minter Ellison in Australia and Minter Ellison Rudd Watts in New Zealand have also acted as Australasian counsel to Apollo Global Management LLC in respect of its acquisition of McGraw-Hill Education for US$2.4 billion in cash. McGraw-Hill Education has operations across Europe, North and South America, Asia and Australasia. Bart Oude-Vrielink led the Australian team whilst Silvana Schenone led the team in New Zealand. Paul, Weiss, Rifkind, Wharton & Garrison and Morgan Lewis & Bockius were lead counsel to Apollo Global Management. Wachtell, Lipton, Rosen & Katz and Clifford Chance advised the vendor – The McGraw-Hill Companies.

Rahmat Lim & Partners has advised Bandar Raya Developments Berhad (BRDB) in respect of the Independent Advice Circular in relation to the acquisition by Ambang Sehati Sdn Bhd (ASSB) of all the ordinary shares in BRDB and any outstanding warrants issued by BRDB which are not already held by ASSB. The transaction is valued at approximately MYR1.49 billion (US$490.7m). Partner Kelvin Loh led the transaction.

Rahmat Lim & Partners has also advised Sime Darby Energy Sdn Bhd in respect of its acquisition of the remaining 30 percent interest in Chubb Malaysia Sdn Bhd held by Gunnebo Holding ApS. Partner Chia Chee Hoong led the transaction.

Rajah & Tann is advising Catalist-listed Scorpio East Holdings Ltd in respect of its S$2.21 million (US$1.78m) placement of shares. Scorpio East is principally involved in distribution of video programmes for home entertainment, acquisition and investment in film contents and movie rights, content production and events organisation featuring renowned artists. Partners Chia Kim Huat and Danny Lim are leading the transaction which was announced on 28 March 2013 and is yet to be completed.

Rajah & Tann has also advised Tosei Corporation in respect of its introduction on the Main Board of the SGX-ST. Tosei, which listed on 27 March 2013, is the first Japanese company to seek a secondary listing on the Main Board of the SGX-ST in more than a decade. Partners Howard Cheam and Miyoko Ueno led the transaction whilst Mori Hamada & Matsumoto advised as to Japanese law. Daiwa Capital Markets Singapore Ltd, the sole global coordinator and manager, was advised by ATMD Bird & Bird.

Rodyk & Davidson has acted for Parkway HK Holdings Ltd in respect of its joint venture with Media Year Investments Ltd for the purposes of (a) submitting a bid by way of public tender to the Government of Hong Kong for, among others, the ownership, development, construction, management and operation of a hospital in Hong Kong; and, (b) upon the award of the bid by Government of Hong Kong thereon, among others, the ownership, development, construction, management and operation of the said hospital through their joint venture vehicle, GHK Hospital Ltd (GHK). GHK won the bid for the acquisition of the site identified as Aberdeen Inland Lot No 458, Nam Fung Path, Wong Chuk Hang, Hong Kong. GHK Hospital Ltd is a 60 percent-owned subsidiary of Parkway, while Media Year owns the remaining 40 percent. The project is estimated to involve a capital investment of approximately HK$5 billion (US$644.13m), inclusive of the land cost for the acquisition of the site amounting to approximately HK$1.7 billion (US$219m). Partner Ng Eng Leng led the transaction.

Rodyk & Davidson has also acted for Sim Lian JV (Vision) Pte Ltd in respect of its acquisition by tender of a land parcel at Venture Avenue for S$701 million (US$566.6m). This is a commercial site with good potential situated within Jurong Gateway. The 1.2-hectare site, with a maximum permissible gross floor area of approximately 650,000 sq ft, is approximately S$1,009 (US$815.54) and should commit at least 90 percent to office use. Partner Lee Liat Yeang led the transaction.

Ropes & Gray has represented the buyer group consortium of TPG Growth and ShangPharma’s CEO Michael Xin Hui in respect of ShangPharma’s going private transaction which closed on 27 March 2013. ShangPharma is a leading China-based contract research organization. The transaction is just the second PE sponsor-backed going-private transaction of a China-based, NYSE or NASDAQ listed company to sign and close since the beginning of 2012. Partners Scott Jalowayski and Paul Boltz led the transaction.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Ascendas Real Estate Investment Trust (A-REIT), in respect of the acquisition of The Galen, a property at 61 Science Park Road, from Singapore Science Park Ltd for S$126 million (US$101.72m). The acquisition and the lease of The Galen constituted an interested person transaction under Chapter 9 of the Listing Manual and an interested party transaction under the Property Funds Appendix. Partners Tan Woon Hum and Andrea Ng led the transaction.

Stamford Law is advising in respect of Mainboard-listed Rickmers Maritime’s renounceable rights issue to raise up to S$102 million (US$82.4m). HSBC is the issue manager for the proposed rights issue. Bernard Lui and Lim Swee Yong are leading the transaction.

Stamford Law is also advising Geo Energy Resources Ltd in respect of the proposed acquisitions of dual tranche transferable options in each of PT Bomboy Central Prima Coal, PT Central Coalindo Utama, PT Karya Permata Prima and PT Kencana Wilsa. The target companies hold coal production operation licenses in Indonesia. The multiple proposed acquisitions represent Geo Energy Resources’ first acquisition venture into new coal concessions since its listing on the SGX Mainboard. The Geo Energy Group is a coal mining group with coal production operations primarily located in Kalimantan, Indonesia. Bernard Lui and Low Wee Siong are leading the transaction.

Soewito Suhardiman Eddymurthy Kardono has acted as Indonesian counsel for Mitsubishi Corporation, Japan’s biggest trading house, in respect of its US$321 million acquisition of Kirin Holding Co’s food flavoring unit, Kirin Kyowa Foods Co. The food sciences company operates in Indonesia as PT Kirin-Miwon Foods. Partners Lasmaroha Simbolon and Rusmaini Lenggogeni led the transaction.

Uría Menéndez has advised HKSE-listed Beijing Enterprises Water Group Ltd (BEWG) in respect of a sale and purchase agreement with Veolia Water, pursuant to which BEWG, or a wholly-owned subsidiary, will acquire from Veolia Water the entire share capital of Compagnie Générale des Eaux (Portugal)–Consultadoria e Engenharia SA (CGEP), together with related quasi-capital contributions and a shareholder loan. The aggregate consideration is approximately €95.1 million (US$122.16m), subject to an adjustment of up to €5 million (US$6.42m), giving a maximum aggregate consideration of approximately €100.1 million (128.57m). BEWG is engaged in the construction, operation and maintenance of sewage, water treatment and seawater desalination plants, as well as in the distribution and sale of piped water in the PRC. The target company operates in the Portuguese water sector. Partner Francisco Brito e Abreu led the transaction whilst Slaughter and May advised on the Hong Kong Listing Rules implications of the transaction.

Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has advised Standard Chartered Bank (SCB) in respect of a term loan facility and bridge loan facility to finance Brahim’s Holdings Berhad’s acquisition of LSG Lufthansa Service Holding AG’s 49 percent shareholding in Brahim’s Airline Catering Holdings Sdn Bhd (BAC), formerly known as Brahim’s-LSG Sky Chefs Holdings SdnBhd. The firm also advised SCB on the revolving credit facility to BAC for its working capital requirement. Partner Mark Lim piloted the transaction.

Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has also advised CIMB Bank Berhad and a syndicate of lenders in respect of various tranches of bilateral and syndicated short term loan facilities granted to Malaysian Airline System Berhad to finance the Malaysian national carrier’s working capital requirements, including the delivery of an Airbus Model A330-300 and two A380-800 aircrafts from Airbus SAS. Partner Mark Lim led the transaction.

WongPartnership has acted for Cargill, Incorporated in respect of the second refinancing of a US$1.25 billion global syndicated financing arranged by Australia and New Zealand Banking Group Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, BNP Paribas, DBS Bank Ltd, Deutsche Bank AG London branch, The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank. This is the second refinancing of Cargill’s first global syndication exercise in Asia. Partner Christy Lim led the transaction.

WongPartnership is also acting for Mapletree Industrial Trust Management Ltd, as manager of Mapletree Industrial Trust, in respect of the development and lease of a build-to-suit (BTS) facility for Equinix Singapore, a wholly-owned subsidiary of Nasdaq-listed Equinix Inc, which will be its third International Business Exchange™ (IBX®) data centre in Singapore. The BTS will be a seven-storey high specification building with a gross floor area of about 385,000 square feet and is situated on a land area of about 110,000 square feet. The estimated cost of the BTS is S$108 million (US$87.15m). The BTS is scheduled for completion in the second half of 2014. Partner Carol Anne Tan spearheaded the transaction.