|Allens Arthur Robinson is acting for Royal Dutch Shell in respect of its joint A$3.8 billion (US$3.5m) bid, with oil and gas producer and distributor PetroChina, for Brisbane-based international coal seam gas company Arrow Energy. Shell’s 50:50 joint venture with PetroChina signals China’s arrival as a significant investor in Australia’s emerging coal seam gas industry and a successful deal will substantially enhance the Shell Curtis Island LNG project. Partners Andrew Knox and Chelsey Drake are leading the firm’s advisory team.
Allen & Gledhill LLP has advised Glencore International AG (Glencore) in respect of a share purchase agreement entered into by Singfuel Investment Pte Ltd (Singfuel), an indirect wholly-owned subsidiary of Glencore, with the Chandran Family Trust (CFT). Under the agreement Singfuel agreed to purchase from CFT approximately 657 million issued ordinary shares in the capital of Chemoil Energy Limited (Chemoil), which represents approximately 50.81 percent of Chemoil’s issued share capital. Following completion of the acquisition on 26 February 2010, Singfuel announced its intention to make a mandatory unconditional cash offer for all shares in the capital of Chemoil other than those already owned, controlled or agreed to be acquired by Singfuel and parties acting in concert with it. The total value of the deal is approximately US$457 million. Partners Andrew M Lim and Christopher Koh led the firm’s advisory team.
Allen & Gledhill LLP has also advised the Singapore University of Technology and Design, Singapore’s new publicly funded university, in relation to its signing of an agreement with Massachusetts Institute of Technology formalising a collaboration between the two institutions. Partners Tham Kok Leong, Kelvin Wong and Jean Wan led the firm’s team.
Colin Ng & Partners LLP has acted as Singapore counsel to various Reed Elsevier Group entities in two transactions for the sale of various Reed Business Information Asia (RBIA) publications, websites and trademarks. In the first transaction, Reed Elsevier (Singapore) Pte Limited sold 10 B2B publications to a subsidiary of Ten Alps plc, a UK based media company listed on AIM. In the second transaction, Reed Elsevier Inc and Reed Elsevier Properties Inc sold various advanced design engineering sector magazines, websites and digital properties to Canon Communications LLC. Partner Bill Jamieson led the firm’s advisory team whilst Paul, Hastings, Janofsky & Walker LLP acted as US counsel for the Reed Elsevier Group on the sale to Canon Communications.
Colin Ng & Partners LLP has also advised SGX-ST Mainboard listed Abterra Ltd (Abterra) – an emerging supply chain manager of resources and minerals in Asia Pacific – in respect of a S$20 million (US$14.3m) Equity Line Facility (ELF) from YA Global Master SPV Ltd (YA Global), a fund managed by Yorkville Advisors LLC. Under the terms of the agreement, YA Global has committed to provide up to US$14.3 million equity capital over the next two years, if and when drawn by Abterra at its discretion, for Abterra’s regional growth and working capital needs. Abterra trades coking coal, coke and iron ore in Australia, India, Indonesia and China. Partners Tan Min-Li, Stephen Soh and Gregory Chan led the firm’s advisory team.
Finally, Colin Ng & Partners LLP has also advised Catalist-listed TSH Corporation Limited, a company focusing primarily on the ordnance and homeland security services business, in its recently concluded rights issue of up to approximately 60 million rights shares. The transaction was met with strong demand and at the close of the issue on 19 February 2010, applications for more than 104 million shares had been received. The rights issue generated approximately S$3.8 million (approx US$2.7m) in net proceeds, of which approximately S$2 million (approx US$1.43m) has been used by the company to partially finance the purchase of a freehold industrial building which will be mainly used to house the expansion of the operations of the Group. Partners Tan Min-Li and Gregory Chan led the firm’s advisory team.
Hayat Noorwala Zaman – Advocates and Legal Consultants has represented US tobacco company RJ Reynolds (Private) Limited (RJR) in securing a favorable ruling on RJR’s long outstanding PKR17.66 million (US$0.2m) duty drawback claim against Pakistan’s Collector of Customs (Customs). The claim was originally lodged in May 1997 but was denied by Customs in its order dated 27 December 2007. RJR appealed before the Appellate Tribunal of Customs, Sales Tax and Excise, Karachi Bench-I, Karachi Pakistan in February 2008. In its decision, the Appellate Tribunal set aside the questioned order. Partner Mahmood G Noorwala led the appeal.
Hayat Noorwala Zaman – Advocates and Legal Consultants has also represented leading global crop protection and biotechnology company Bayer CropScience (Private) Limited (Bayer) in respect of the successful execution of a Memorandum of Understanding with a Karachi-based distribution company for the introduction in Pakistan of an insecticide paper product produced by one of the manufacturing divisions of Bayer’s parent company in France. The transaction was also led by partner Mahmood G Noorwala.
Khaitan & Co has advised leading US-based digital media company Mail.com Media Corporation in respect of setting up a joint venture company with ZEE Entertainment Enterprises Limited, a subsidiary of the Essel (ZEE) Group. The new company will launch an entertainment website. Partner Haigreve Khaitan led the firm’s advisory team.
In addition, Khaitan & Co has also advised Electrosteel Castings Limited in respect of its Qualified Institutional Placement which raised a total amount of US$43 million. Edelweiss Capital Limited was the Global Book Running Lead Manager. Kolkota partner Arvind Jhunjhunwala led the firm’s advisory team.
Finally, Khaitan & Co has advised Intermediate Capital Group PLC (ICG) and George Topco Limited in respect of an acquisition of a stake in CPA Global of the Channel Islands. ICG is a leading independent investor in, and manager of, mezzanine finance, minority equity and related assets. CPA Global is the world’s leading provider of legal services outsourcing and, with offices across Europe, the United States and Asia Pacific, supports many of the world’s best known corporations and law firms with a diverse set of legal and IP specific requirements. The firm’s advisory team was led by partners Kalpana Unadkat and Murali Neelakantan.
Kim & Chang has advised Caterpillar Inc in respect of its purchase, through its Switzerland based subsidiary, of 100 percent of the shares of South Korea-based seal manufacturer JCS Co Ltd (JCS) on 2 March 2010. As a result of this transaction, Caterpillar Inc has added JCS’s seal manufacturing facilities and technologies to its existing product line. The firm’s advisory team was led by Robert Gilbert, HW Park and KH Kwon.
Lee & Ko has advised in connection with the acquisition of 92.6 percent of the newly issued shares of Powernet Technologies Corporation by special purpose company Chunggang Co Ltd, a wholly owned subsidiary of KB-Glenwood Private Equity Fund. The transaction marks the first time that a private equity fund acquired the control of a company that was in the process of reorganization.
Minter Ellison has advised aluminium producer Alcoa of Australia (Alcoa) in respect of the corporate, structuring, taxation and regulatory aspects of the 20-year base-load electricity contracts signed with Loy Yang Power (Loy Yang) for the Portland and Point Henry aluminium smelters. The Point Henry Smelter is wholly owned by Alcoa whilst the larger Portland smelter is an unincorporated joint venture project, in which Alcoa directly holds a 45 percent share. Loy Yang operates Victoria’s largest power station and Australia’s largest open-cut brown coal mine. The firm’s advisory team was led by commercial and regulatory partners Geoff Carter and Jacinda de Witts. The smelter companies were advised by Andrew Venables of Herbert Geer.
Norton Rose (Asia) LLP has advised AXA SA on the proposed acquisition by its Malaysian subsidiary, AXA AFFIN General Insurance Berhad (AXA-AFFIN), of BH Insurance (M) Bhd (BHI), a general insurance business in Malaysia. AXA-AFFIN agreed to acquire the entire issued share capital of BHI from its two shareholders, Boustead Holdings Berhad (Boustead) and Felda Marketing Services Sdn Bhd (Felda), for RM453.2 million (US$136m). The acquisition – subject to various conditions precedent, including shareholder approvals of both sellers and AXA-AFFIN – is expected to be completed in the second half of the year, and is of strategic importance to the AXA Group as the combined group of AXA-AFFIN and BHI will result in the sixth largest general insurer in Malaysia by annual gross written premiums. Partners Jake Robson and Ken-Hui Khoo led the firm’s advisory team. Zaid Ibrahim & Co provided Malaysian law advice.
O’Melveny has represented Credit Suisse Securities (USA) LLC and Piper Jaffray & Co as joint bookrunners in the US$105 million follow-on public offering of American Depositary Shares (ADSs) of Duoyuan Global Water Inc (Duoyuan), a leading domestic water treatment equipment supplier. Duoyuan issued and sold 2.76 million ADSs and a selling shareholder sold 785,000 ADSs. The firm’s advisory team was led by partner Kurt Berney.
Rajah & Tann has advised SGX-ST Main Board listed China Animal Healthcare Ltd (CAH) in respect of the sale and purchase agreement entered into by CAH’s wholly-owned subsidiary, Shenzhou Pagina-kang Technology Co Ltd, (Shenzhou) with each of the shareholders of Beijing Jianxiang Hemu Biological Technology Limited (Jianxiang Hemu). Under the agreements, Shenzhou will acquire from the shareholders the entire registered capital of Jianxiang Hemu for a consideration of approximately RMB210 million (US$30.7m). Jianxiang Hemu has developed, and obtained the approval of the PRC Ministry of Agriculture for, its production technique in respect of its vaccine for the Porcine Reproductive and Respiratory Syndrome The agreements were executed on 8 February 2010 and are expected to be completed no later than 31 May 2010. Partner Danny Lim led the firm’s advisory team.
Rajah & Tann has also advised a private equity real estate fund in respect of the acquisition of a special purpose vehicle (SPV) of Shui On China Central Properties Limited (Shui On China), a wholly-owned subsidiary of HKSE-listed Shui On Construction and Materials Limited. The vendor’s SPV holds a PRC Wholly Foreign-Owned Enterprise which in turn owns a Chengdu real property operating service apartments. Approximately valued at RMB366.6 million (US$53.7m), the transaction was announced on 11 February 2010 at the HKSE and is expected to be completed in March / April 2010. Partners Chia Kim Huat and Danny Lim led the firm’s advisory team, whilst Guantao Law Firm Sichuan Office, Lu, Lai & Li Solicitors, and Walkers (Singapore) Limited Liability Partnership also acted as PRC counsel, Hong Kong counsel and BVI counsel respectively to the private equity real estate fund. O’Melveny & Myers LLP advised Shui On China.
Shearman & Sterling LLP has represented the sponsor, Korea Electric Power Corporation (KEPCO), in respect of the project financing for the construction, operation and maintenance of a 2×100 MW coal-fired power project in the city of Naga in Cebu in the Philippines. The US$270 million financing is being provided by the Asian Development Bank, K-EXIM and commercial lenders SMBC, Credit Agricole CIB and ING Bank, with K-EXIM providing comprehensive political and commercial risk cover. Construction began in December 2007, with the first 100MW unit of the plant expected to become available by February 2011 and the second by May 2011. Given the move towards merchant power in the Philippines, the transaction is likely to set a precedent for new greenfield power projects in the Philippines in years to come. Shanghai Project Development & Finance partner Andrew Ruff led the firm’s advisory team.
Weil, Gotshal & Manges LLP is advising American International Group (AIG) in the following two transactions, both led by partners Michael Aiello (corporate/M&A), Matthew Gilroy (corporate/M&A), Joseph Allerhand (securities litigation) and Mark Hoenig (tax) from the firm’s New York office, and Akiko Mikumo (corporate/M&A) from the firm’s Hong Kong office:
• as co-counsel with Debevoise & Plimpton in respect of the sale of AIG’s Asian life insurance unit, AIA Group, Limited (AIA), to Britain’s Prudential plc for US$35.5 billion. The transaction, which consists of US$25 billion in cash and US$10.5 billion in convertible, preferred and common stock, is subject to shareholder and regulatory approval. Should it proceed, the deal will be AIG’s largest asset sale since its September 2008 bailout. The proceeds are to be used to repay the US government; and
Weil, Gotshal & Manges LLP is also representing Providence Equity Partners (Providence) in connection with its proposed investment in the new online video company business of Baidu Inc, the leading Chinese language internet search provider. Providence will invest US$50 million in the new company to develop an advertising supported online video business providing premium licensed content in China, with Baidu continuing to maintain a majority interest in the company. The transaction is being led by Shanghai-based partners Steve Xiang and Tony Wang.
WongPartnership LLP has advised HG Metal Manufacturing Limited on corporate governance and compliance matters in respect of a call by a non-executive director, who is the single-largest shareholder in the company, for removal and replacement of three key board members, and the sudden resignation of two of the members and an independent director. Partners Chan Hock Keng and Mark Choy advised on the matter.
WongPartnership LLP has also acted for AM Alpha (Singapore) Pte Ltd in the acquisition of Tianchen Rose Plaza for a total consideration of €150 million (US$204m) from Shanghai Hetai Property Development Co Ltd, a wholly-owned subsidiary of Shanghai Stock Exchange listed company Shanghai Tianchen Company Limited. Tianchen Rose Plaza is a mixed use prime commercial building comprising office and retail space in the Hongkou District in Shanghai. Partners Gerry Gan and Miao Miao led the transaction.
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