|Baker & McKenzie has advised Champion Real Estate Investment Trust (Champion REIT) on its HK$12.9 billion (US$1.65 billion) acquisition of the Langham Place Mall and Office Tower in Hong Kong’s Mongkok district, and the related capital-raising exercise to finance the acquisition. The capital-raising involved a HK$4.68 billion (US$600 million) convertible bond issue offered internationally, a HK$2.96 billion (US$379 million) international equity placement, and a term loan of HK$2.45 billion (US$314 million).
Clifford Chance advised French media company Lagardere on its acquisition of a 70 percent stake in Singapore-based sports marketing and television rights consultancy World Sport Group Holdings Ltd.
Clayton Utz has advised River Diamonds Plc in connection with the acquisition of Westech Gold Pty Ltd from the Wesson family. The acquisition secures for River Diamonds Westech Gold’s extensive mining tenements in Fiji. The acquisition is also a critical step towards the re-admission to trading of the shares of River Diamonds on the London Stock Exchange’s Alternative Investment Market. Clayton Utz drew on a range of legal expertise to complete the transaction, providing River Diamonds and its UK advisors with corporate and structuring advice as well as stamp duty, taxation and litigation advice.
Deacons has advised Wing Lung Bank Ltd on the proposed disposal of the 53.12 percent interest held by its substantial shareholders for HK$19.3 billion and the possible mandatory general offer by China Merchants Bank Co, Ltd.
Deacons has advised Cheung Kong Infrastructure Holdings Ltd (Cheung Kong) on its acquisition from Vector Ltd of the entire interest in the Wellington electricity distribution network in New Zealand for a consideration of NZ$785 million. Subsequently, the firm advised Cheung Kong on its disposal of 50 percent interest in the Wellington electricity distribution network to Hongkong Electric Holdings Ltd.
Deacons has advised Hutchison Harbour Ring Ltd on the disposal of its entire interest in City Island Developments Ltd which holds certain property projects in Shanghai, the PRC for a consideration of RMB4,438 million, constituting a very substantial disposal for Hutchison Harbour Ring Ltd.
Deacons has advised Win Hanverky Holdings Ltd on its formation of a joint venture with Diadora S.P.A. and the acquisition by the joint venture of certain trademarks from Diadora S.P.A. to carry out the business of manufacture, sale and distribution of Diadora branded products in Hong Kong, Macau and the PRC.
Freshfields Bruckhaus Deringer has advised Merrill Lynch and Morgan Stanley on the successful initial public offering (IPO) of Pou Sheng International Holdings (Pou Sheng). Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to Merrill Lynch and Morgan Stanley, the joint sponsors, joint lead managers and joint bookrunners of the IPO. Total proceeds from the IPO were US$322 million, and could rise to US$370 million if the over-allotment is exercised in full.
DLA Phillips Fox has advised Darley Australia on its acquisition of the Woodlands Bloodstock business from the Ingham family. The transaction is believed to be the biggest bloodstock deal in history. Darley Australia represents the Australian racing and breeding interests of His Highness Sheikh Mohammed. Sheikh Mohammed is the Ruler of Dubai. The deal included a large number of racing and breeding thoroughbreds, the showcase Woodlands Studs in the New South Wales Hunter Valley and Cootamundra, Crown Lodge racing stables at Warwick Farm in Sydney’s southwest, Carbine Lodge, the racing stables at Flemington Racecourse in Victoria Belmont Park, the pre-training and agistment farm near Windsor, northwest of Sydney, and an agistment property in southern NSW.
Guantao Law Firm served as legal counsel for Beijing China Exhibition Investment Co Ltd in the New CIEC Project. The New CIEC Project was listed as a 2008 Olympic-related project by the Beijing municipal government and identified as an international, comprehensive and modern exhibition center. Guantao has handled all aspects of the project, from the land development and the grant of land use rights to the project financing and property management.
Guantao Law Firm served as legal counsel for the Puyang Refractories Group Co, Ltd in its IPO and listing on Shenzhen Stock Exchange. Puyang Refractories Group Co Ltd raised RMB287.4 million through the IPO, offering 60 million A shares.
Herbert Smith’s Beijing office has advised TCL Multimedia on its placement of new shares to TCL Corporation, its A-share listed parent company, and also to private investors. The proceeds from the placement are estimated to be HK$1.21 billion (US$154 million). The subscription price equals to 15 percent discount to the average closing price per share for 10 trading days after the announcement of placement and is subject to a price range of HK$0.315 and HK$0.250.
KhattarWong acted for Xiamen Huadian Switchgear Co Ltd in its joint venture project with Areva T & D Holding SA, an entity in France and one of the world leaders in the designing and manufacturing of switchgear and other power transmission products. The total investment of the joint venture was EUR39 million.
Latham & Watkins‘ Singapore office acted as international legal counsel to JM Financial Consultants Private Ltd as lead manager in the US$360 million public rights issue by the Indian Hotels Co Ltd of equity shares and non-convertible debentures with a warrant to its equity shareholders. The equity shares are listed on the Bombay and National stock exchanges.
Linklaters has advised China Netcom Group Corp (Hong Kong) Ltd on its US$23.8 billion merger with China Unicom Ltd by way of a Scheme of Arrangement. The firm has also advised China Telecom Corp Ltd on its US$15.8 billion acquisition of China Unicom’s CDMA business.
Lovells has advised on the listing of Central China Real Estate, the first Chinese real estate listing in Hong Kong this year, sponsored by Morgan Stanley. The Hong Kong IPO of Central China Real Estate Ltd, a leading residential developer in Henan Province in China, raised US$176 million in the first Chinese real estate listing in Hong Kong for more than six months.
Mayer Brown JSM acted for the Hong Kong Mortgage Corporation on its first international transaction, which is the acquisition of South Korean residential mortgage assets worth US$700 million from a Korean commercial bank. This deal was notable as the first-ever ‘bilateral’ cross-border RMBS securitisation out of Korea under Korean’s ABS Act. The Hong Kong Mortgage Corporation is triple-A rated and Hong Kong’s biggest securitiser.
Minter Ellison advised Sonic Healthcare Ltd, an ASX 100 listed company, on all legal aspects of its proposed take-private of Independent Practitioner Network Ltd, Australia’s premium operator of medical centres. The transaction, which will be implemented through a Scheme of Arrangement and which is subject to various approvals and conditions, will see Sonic increase its current 71.5 percent shareholding in IPN to 100 percent. IPN will then be de-listed.
Nishith Desai Associates acted as legal counsel to Providence Equity Partners in its US$640 million investment in Aditya Birla Telecom Ltd, a wireless telecommunications company and a wholly-owned subsidiary of Idea Cellular for a 20 percent stake.
O’Melveny & Myers LLP represented Hung Hing Printing Group Ltd (Hung Hing) as company counsel in its HK$865 million acquisition by CVC Asia Pacific Ltd (CVC) of its shares on the Hong Kong Stock Exchange. Hung Hing entered into a subscription agreement with Asia Packaging Co Ltd (Asia Packaging), a company ultimately owned by investment funds which are advised by CVC, pursuant to which the Asia Packaging has conditionally agreed to subscribe for and Hung Hing has conditionally agreed to allot and issue an aggregate of 323,500,445 subscription shares at the subscription price of HK$2.70 per subscription share.
O’Melveny & Myers LLP represented the underwriters in a US$100 million global offering of Little Sheep Group Ltd and listing of its shares on the Hong Kong Stock Exchange. The Inner Mongolia-based Little Sheep Group Ltd and its owners are offering 245 million shares at HK$3.18 each. The shares sold represent 23.86 percent of the company’s enlarged share capital, assuming no over-allotment option is exercised.
Paul, Hastings, Janofsky & Walker LLP has advised Softbank on its acquisition of a majority interest in Alibaba.com Japan Co Ltd, the operator of a Japanese language based E-commerce website. The website was established by Alibaba.com Ltd, a Hong Kong Stock Exchange listed company focused on business-to-business E-commerce. The US$20 million investment gives Softbank a majority interest in the joint venture.
Rajah & Tann LLP is acting as counsel to United Envirotech Ltd, in a proposed subscription by Novena Holdings Ltd (NHL) and Oei Hong Leong Foundation (Pte) Ltd of an aggregate of 66,266,000 new ordinary shares in the capital of United Envirotech Ltd (United) at an issue price of S$0.21 for each new share, pursuant to subscription agreements entered into between the United and NHL and OHLF respectively. The deal value is approximately S$13.9 million (US$10.22 million).
Rajah & Tann LLP is acting as counsel to Eastgate Technology Ltd, in a proposed acquisition by Eastgate Technology Ltd (the Company) of all the issued and paid-up shares in Stone Sapphire (HK) Ltd, a company incorporated in Hong Kong, pursuant to the terms of a conditional sale and purchase agreement entered into between the Company and the Vendors. The purchase consideration (approximately US$75 million) will be partly satisfied in cash and partly by way of an issuance of new shares by the Company.
Rajah & Tann LLP has acted as counsel to MediaRing Ltd in a grant by MediaRing to GlobalRoam Group Ltd of a five-year term loan of a principal amount of S$5.5 million, and the issue by GlobalRoam to MediaRing of 13,414,634 warrants at no cost in consideration of the grant of the Loan.
Rajah & Tann LLP is acting as counsel to China Water Holdings Pte Ltd in an approximately US$82 million investment by Standard Chartered IL&FS Asia Infrastructure Growth Fund Co Pte Ltd (SCI Asia) involving: the issue of US$34 million Guaranteed Convertible Senior Secured Notes by CWH; and the disposal of CWH’s Build-Operate-Transfer (BOT) and Transfer-Operate-Transfer (TOT) water treatment projects in China to a new company incorporated in Hong Kong held by SCI Asia (80 percent) and CWH (20 percent).
Rajah & Tann LLP is acting as counsel to Indofood Agri Resources Ltd in the proposed subscription by its 90 percent owned subsidiary of new shares representing 60 percent of the enlarged share capital of PT Lajuperdana Indah, a company engaged in the sugar cane plantation business, for an aggregate cash consideration of Rp375 billion (approximately S$56 million).