Deals – 12 November 2009

Allen & Gledhill LLP is also advising Temasek Holdings (Private) Limited (Temasek) and Temasek Financial (I) Limited (Temasek Financial) in connection with the latter having completed an offering of US$1.5 billion 4.3 percent Guaranteed Notes due 2019 under its US$5 billion Guaranteed Global Medium Term Note Program (the Program). The notes are unconditionally and irrevocably guaranteed by Temasek, which is rated AAA by Standard & Poor’s and Aaa by Moody’s Investors Service. Partners Yeo Wico, Andrew Chan, Sunit Chhabra and Glenn Foo are advising both Temasek and Temasek Financial, whilst Davis Polk & Wardwell LLP has advised the joint lead managers – Deutsche Bank AG, Singapore Branch, Goldman Sachs (Singapore) Pte and Morgan Stanley Asia (Singapore) Pte – in connection with the Rule 144A and Reg S offering. The firm’s team included Hong Kong-based partners William F. Barron and James C. Lin.

Allen & Overy has advised on the Government of Dubai’s inaugural sukuk issue, which has been heralded the largest sovereign sukuk ever. The sukuk was issued in two tranches with an aggregate face amount of approximately US$2 billion under a newly established US$2.5 billion Trust Certificate Issuance Programme (the Programme). The two tranches consisted of US$1.25 billion 6.396 percent Trust Certificates due 2014 and AED2.5 billion Floating Rate Trust Certificates due 2014. In addition to advising Dubai Islamic Bank, Mitsubishi UFJ Securities International plc, Standard Chartered Bank and UBS Limited as arrangers on the Programme, the firm also advised Mitsubishi UFJ Securities International plc, Standard Chartered Bank and UBS Limited as arrangers on the Government of Dubai’s US$4 billion EMTN Programme. Both programmes are listed on the LSX and the Dubai Financial Market. The firm also advised National Bank of Abu Dhabi as the joint bookrunner and joint lead manager of the AED denominated tranche. Dubai-based capital markets partner Anzal Mohammed led the firm’s team in advising the arrangers and dealers on the programmes, whilst partner Morgan Krone led the team advising Deutsche Trustee Company Limited as the delegate on the Programme.

Baker & McKenzie has advised Australian mining company Centamin Egypt Limited (CEL), the first foreign company to have developed a modern large-scale gold mine in Egypt, on its primary listing and the admission of its entire issued ordinary share capital to the Main Market of the London Stock Exchange plc (LSE). This is only the second time an Australian company has been admitted with a primary listing on the Main Market of the LSE. CEL has a market capitalisation of more than £1.3 billion (approx US$2.1b) and will be seeking inclusion in the FTSE 250 Index. Sydney-based partner Frank Castiglia and London-based partner Robert Adam led the firm’s advisory team, with Castiglia commenting, “The LSE represents an attractive market for listing of Australian exploration or mining companies with projects outside Australia, as investors in that market often are better able to understand and value such companies.” Investec Bank (IB) and Ambrian Partners acted as joint financial advisers, with IB also acting as sponsor. Both were advised by DLA Piper.

Cleary Gottlieb is advising China Investment Corporation (CIC) in connection with its investment in AES Corporation (AES) and a related wind generation joint venture. The investment, made through a wholly-owned subsidiary, was valued at US$1.58 billion. Under the terms of the transaction, CIC is set to acquire 125.5 million shares of AES stock (representing approximately 15 percent equity interest in the company) and will nominate one director to the AES board. CIC has also signed a letter of intent to invest an additional US$571 million for an approximate 35 percent interest in the wind generation business of AES. The firm’s team includes Beijing-based partner Filip Moerman and New York-based partners Richard Lincer and Paul Shim.

Clifford Chance has advised CLSA and Macquarie as joint global coordinators, along with other book runners PT Danareksa Sekuritas and PT Bahana Securities, on the placement of 38 percent of PT Delta Dunia Makmur Tbk (Delta), a sale that raised US$383 million for the selling shareholder. Jakarta-listed Delta recently completed the acquisition of major Indonesian mining services company PT Bukit Makmur Mandiri Utama Tbk (Buma), with the firm also having advised on a high yield bond and financing package for that transaction. Hong Kong-based partner Alex Lloyd, who led the firm’s team in advising, commented, “The placement represents the last stage of a complex transaction which, now completed, gives Delta and its shareholders access to one of Indonesia’s most important natural resources companies.”

Clifford Chance has also advised the joint book runners and lead managers Barclays Capital, Deutsche Bank and ING on a high yield debt issue and loan financing package for PT Bukit Makmur Mandiri Utama (Buma), a major service provider to coal miners and producers across Indonesia. As noted above, Buma was recently acquired by PT Delta Dunia Petroindo Tbk (Delta). The financing comprised: (i) a senior loan of US$285 million arranged by Barclays Capital, The Bank of Tokyo-Mitsubishi UFJ, Ltd, Deutsche Bank AG, Singapore Branch, ING Bank NV, Macquarie Bank Limited, Sumitomo Mitsui Banking Corporation and funds managed by Farallon Capital Management and Noonday Asset Management; and (ii) the issue of $315 million 11.75 percent Guaranteed Senior Secured Notes due 2014 by a finance subsidiary of Buma. Hong Kong-based partner Alex Lloyd led the team advising the banks on the high yield debt issue, whilst Singapore-based partner Andrew Brereton led the team advising the lenders on the loan transaction and the common security package.

Davis Polk & Wardwell LLP has advised Goldman Sachs International, The Hong Kong and Shanghai Banking Corporation Limited, JP Morgan Securities Ltd and The Royal Bank of Scotland plc, as the initial purchasers, in connection with the Rule 144A/Reg S global offering by Noble Group Limited, a global supply chain manager with a network of 100 offices in more than 45 countries. The global offering comprised US$850 million aggregate principal amount of 6.75 percent senior notes due 2020. The firm’s advisory team included Hong Kong-based partner William F. Barron and Tokyo-based partner Eugene C. Gregor.

Fried, Frank, Harris, Shriver & Jacobson has represented Stone Group Holdings Limited (Stone Group), which is principally engaged in the manufacturing, distribution and sale of healthcare products, electronic and electrical products, office equipment and provision of related services and media-related business, in relation to its privatisation by way of a scheme of arrangement and withdrawal of listing from the main board of the Hong Kong Stock Exchange. The total consideration under the privatisation proposal was approximately US$71 million. The firm also advised Stone Group on the financing aspects, including loan funding and exchange of convertible notes. Macquarie Capital (Hong Kong) Limited acted as the financial adviser and Anglo Chinese Corporate Finance Limited (Anglo) was the independent financial adviser to the privatisation, which was successfully completed notwithstanding negative recommendations by Anglo and the independent board committee. Partner Victoria Lloyd led the firm’s team.

Khaitan & Co has advised The Blackstone Group, one of the world’s leading investment and advisory firms, in connection with its investment in Gateway Rail Freight Limited (Gateway Rail), a subsidiary of Indian-listed Gateway Distriparks Limited. Gateway Rail has emerged as the largest private Container Train and ICD Operator ever since the Indian railway sector was deregulated. Parties to the transaction signed the agreement for the investment in New Delhi on 9th November 2009.

LS Horizon Limited has advised CPN Retail Growth Leasehold Property Fund (CPNRF), the first Retail Thai REIT, in respect of its second fund raising which was undertaken through the offering to investors of investment units worth approximately 4.8 billion Thai baht (approx US$144.2m), and through its borrowing of 1 billion Thai baht (approx US$30m) from The Siam Commercial Bank Public Company. The proceeds from this fundraising were used mainly to invest in a shopping complex and office buildings. Listed on the Stock Exchange of Thailand and managed by SCB Asset Management, CPNRF’s market capitalisation has expanded to approximately 15 billion Thai baht (approx US$450.6).

Kim & Chang has acted as Korean counsel to the Nokia Corporation in respect of Accenture having acquired the IT consulting business relating to the Symbian and Series 60 professional services of the Nokia Corporation in various jurisdictions on 15th October 2009, including South Korea, the UK, the US, Sweden, Scotland, Japan, Finland and Australia. The firm’s team was led by H.H. Eun and Mark Cho.

Kim & Chang has also acted as Korean counsel to General Motors Company (GM) in connection with its acquisition of the global steering business of Delphi Corporation (Delphi). As a part of GM’s global acquisition, its indirect subsidiary Automotive Steering Korea Limited (ASK) successfully acquired all assets and liabilities related to the steering business in Korea from Delphi Korea LLC (Delphi Korea), which is an indirect subsidiary of Delphi. Under the terms of the business transfer, all the assets, supplier contracts and employees relating to the steering business under Delphi Korea have been transferred to ASK. D.Y. Kim and K.H. Chun were key partners to the transaction.

Latham & Watkins has represented The Ming An (Holdings) Company Limited (MAH), a leading general insurance company in Hong Kong, in connection with its privatisation by way of a scheme of arrangement by China Taiping Insurance Holdings Company Limited (formerly known as China Insurance International Holdings Company Limited) (CTIH), and the subsequent withdrawal of listing of its shares from the Hong Kong Stock Exchange. The privatisation involved two share purchase transactions: firstly, the acquisition by CTIH of 47.8 percent of the issued shared capital of MAH from China Taiping Insurance Group (HK) Company Limited (formerly known as China Insurance HK (Holdings) Co Ltd) in May 2009, and secondly, the acquisition of approximately 48.66 percent of the issued shared capital of MAH from the remaining MAH shareholders by way of a scheme of arrangement in August 2009. The two acquisitions were valued together at more than HK$3.67 billion (approx US$473.5m). Hong Kong-based partners Stanley Chow and William Woo led the firm’s advisory team.

Mallesons Stephen Jaques has advised on two recent takeover offers, with both transactions having been led by the firm’s co-head of M&A, partner Stephen Minns:
• The firm has acted for AXA Asia Pacific Holdings (AXA APH) in relation to the takeover proposal from AMP Limited (AMP) and AXA SA, the largest shareholder in AXA APH. Under the proposal, AMP would acquire all of the shares in AXA APH, including those held by AXA SA, and the Asian operations of AXA APH would be sold to AXA SA. The proposal has been described as ‘inadequate’ by a committee of independent directors, following a review with its advisors.
• The firm has also advised toll-road operator and owner group Transurban on a proposed takeover by two of the biggest pension plans in Canada – the Canada Pension Plan and the Ontario Teachers’ Pension Plan. If implemented, the takeover would involve a change of control of the Transurban Group through a scheme of arrangement. Following a review, the incomplete, highly conditional and non-binding joint proposal from the pension plans has been rejected by the Board of Transurban on its current terms.

Maples and Calder has acted as Cayman Islands counsel to Hong Kong-based Senrigan Capital Management Limited in connection with the establishment of its first event-driven hedge fund. Senrigan Master Fund will invest in securities of companies that are either established in, listed in, or that have a substantial portion of their operations in Hong Kong, Japan, Singapore or Australia, amongst others. The fund employs a master-feeder structure and will be the largest start-up hedge fund to focus on Asia since the launch of Broad Peak Investment Advisers in May of 2007. The firm’s advisory team was led by Anthony Webster.

Maples and Calder has also acted as Cayman Islands counsel to New World China Land Limited (New World), a Cayman Islands company principally engaged in property development and property-related investments, in connection with its issue of around 2 million rights shares. New World’s shares are listed on the Hong Kong Stock Exchange and the rights issue, which has been underwritten by HSBC and BOCI Asia Limited, is anticipated to raise between HK$4.893 billion (approx US$631.3m) and HK$5.33 billion (approx US$687.7m). The firm’s advisory team was led by Christine Chang, whilst Eversheds acted as onshore counsel to the company. Norton Rose has acted for the underwriters.

In addition, Maples and Calder has acted as Cayman Islands and BVI counsel to Evergrande Real Estate Group Limited (Evergrande), one of the largest developers of quality residential property projects and a leader in adopting a standardised operational model to manage various projects across China, in connection with its recent global offering which raised approximately HK$5.65 billion (approx US$729m). The offering, which was comprised of an international offering of shares by Evergrande and certain shareholders, and an IPO on the Hong Kong Stock Exchange, was jointly sponsored by Merrill Lynch Far East Limited and Goldman Sachs (Asia) LLC. Funds raised will be used primarily to pay outstanding land premiums, to finance existing projects, and to repay a portion of existing borrowings, with the balance being available for general capital purposes. Partner Anne Walker led the firm’s team. Sidley Austin advised Evergrande as to Hong Kong and US law, whilst Commerce & Finance Law Offices advised on PRC law. The underwriters were represented by Freshfields Bruckhaus Deringer (as to Hong Kong and US law) and King & Wood (as to PRC law).

Minter Ellison has advised CSR Limited (CSR) in respect of its buyout of Mackay Sugar Co-operative’s (Mackay) interest in two joint ventures – Sugar Australia and New Zealand Sugar – which are the major suppliers of refined sugar in Australia and New Zealand respectively, and which also supply refined sugar export markets in the Asia Pacific region. Prior to the buyout, Mackay has held a 25 percent stake in the sugar refining businesses, whilst CSR had held the remaining 75 percent stake. Under the payment terms, Mackay will receive a 8.77 percent stake in CSR Sugar Pty Limited which is proposed to be demerged from CSR in the first quarter of 2010. The acquisition was led by Sydney M&A partners James Philips and Paul Wentworth,whilst specialist assistance was received from Brisbane-based real estate partner Gail Tarditi, amongst others. McCullough Robertson acted for Mackay.

Minter Ellison has also acted for an international forestry investment fund in connection with its acquisition of the forestry assets of the Timbercorp group of companies (in liquidation), which include prime blue gum plantations (approximately 100 million trees) located in Western Australia and the Green Triangle region of Victoria and South Australia. The deal was valued at approximately A$345 million (approx US$322.6m). The purchaser, which will trade as Australian Bluegum Plantations Pty Limited, is managed by US-based international forestry plantation investment manager Global Forest Partners LP. Sydney-based partner Callen O’Brien led the firm’s advisory team, which included partners Virginia Briggs and Ralph Ayling who advised on property and finance issues respectively. The liquidator, KordaMentha, was represented by Corrs Chambers Westgarth and Arnold Bloch Leibler.

Rajah & Tann LLP has acted for Express Bus Agencies Association (EBAA), Lapan Lapan Travel Pte Ltd, WTS Travel & Tours Pte Ltd and Luxury Tours & Travel Pte Ltd in connection with the first price fixing cartel investigation decision issued by the Competition Commission of Singapore (CCS). The matter subject to decision concerned whether express bus companies and a trade association (EBAA) in Singapore were involved in price fixing. The CCS issued a decision on 3rd November 2009, under which an aggregate fine of almost S$1.7 million (approx US$1.2m) was imposed on the 16 bus companies and EBAA, the largest fine imposed by the CCS to date since the coming into force of the substantive provisions of the Competition Act on 1 January 2006. Only the parties represented by the firm had the fines imposed on them reduced from between 25 and 75 percent. Partners Kala Anandarajah and Dominique Lombardi led the firm’s team in advising.

Rodyk is acting for Golden Cape Investment, a wholly owned subsidiary of developer Tuan Sing Holdings, in relation to the sale of Katong Mall to Perennial Katong Retail Trust, a private property trust comprising a consortium of corporate and institutional investors. The sale of the retail shopping mall is expected to be completed by the end of January 2010 for a sale price of S$247.55 million (approx US$178.5m), and has been reported as one of the largest investment sale transactions in Singapore this year. Partner Lee Liat Yeang is leading the deal, assisted by partner Low Boon Yean.

Skadden, Arps, Slate, Meagher & Flom has advised leading property developer Yuzhou Properties Company Limited, a company based in China’s Fujian province, in connection with its initial public offering and listing on the Hong Kong Stock Exchange. The offering is valued at approximately US$209 million. Morgan Stanley led the R144/Reg S global offering.

Skadden, Arps, Slate, Meagher & Flom has also advised Morgan Stanley, as the sole global coordinator, bookrunner and sponsor, in relation to the initial public offering and listing on the Hong Kong Stock Exchange by Greens Holdings Ltd, a century-old business in the UK which migrated to China and which is one of the leading suppliers of heat transfer products designed to enhance energy efficiency. The offering was valued at approximately US$62.7 million. Beijing-based partner Jon Christianson and Hong Kong-based partner Dominic Tsun led the firm’s advisory team.

Stamford Law Corporation is advising SGX-listed Oceanus Group Limited (Oceanus), a PRC-based marine aquaculture specialist engaged in the production and sale of premium quality Japanese abalone, in connection with its application to the Taiwan Stock Exchange (TSE) and the Taiwan Central Bank for the offering and listing of Taiwan Depository Receipts (TDR) on the TSE. The TDRs, representing up to 200 million company shares, will comprise 100 million new shares to be issued by Oceanus and 100 million vendor shares. The move comes in the wake of growing interest from SGX-listed companies to tap funds in the TSE. Director Yap Lian Seng led the team.

Stamford Law Corporation has also acted for Oceanus Group Limited (Oceanus) in respect of the company having recently secured an aggregate of S$73.5 million (US$41.2m) by way of investment from two private equity firms – Hupomone Capital Partners Singapore Pte Ltd and Ocean Wonder International Limited (OWIL), a wholly-owned subsidiary of AIF Capital Asia III LP – as well as certain strategic investors. The investments comprise a grant of cash term loans and the issuance of warrants by the company. On 5th November, OWIL and several of the strategic investors exercised their right to convert 90 million warrants for 90 million shares in the company, thereby extinguishing S$13.5 million (US$9m) of loans granted to Oceanus. The conversion is also in anticipation of the investors’ participation in Oceanus’ expected listing of TDRs on the TSE. Director Yap Lian Seng also led this transaction.

In addition, Stamford Law Corporation has acted for the vendors in the proposed S$44 million (US$31.6m) acquisition of Viking Airtech Pte Ltd (Viking Airtech) by SGX-Catalist listed Novena Holdings Limited (Novena). Viking Airtech offers design, engineering, project management and commissioning of heating, ventilation and air-conditioning and refrigeration systems for the marine and offshore industries. According to Novena, this strategic acquisition will enable it to enter the offshore and marine sector, which it perceives as a long-term growth area. The acquisition will be paid for in cash and by the allotment and issuance of new ordinary shares in Novena. Director Bernard Lui led the transaction.

Vinson & Elkins LLP has represented Chinese state-owned steel company Capital Iron & Steel Company (Shougang) and its joint venture company, BeijingWest Industries Co Ltd (BWI), in connection with BWI’s acquisition of Delphi Corporation’s (Delphi) global suspension and brakes business, which comprises approximately 3,000 employees and business units in the US, Poland, France, Britain, Mexico and China. US-based Delphi is the former automobile parts subsidiary of General Motors and has been under Chapter 11 bankruptcy protection since 2005. Under the terms of the sale and purchase agreement, BWI has acquired machinery and equipment, IP and certain real property, with the total value of the transaction close to US$90 million. Xiao Yong and Paul Deemer, co-managing partners of the firm’s Beijing and Shanghai offices, led the advisory team with support from several US-based partners who advised on US trade regulation, antitrust and US bankruptcy matters.

Watson, Farley & Williams LLP has advised three separate Singapore-based partnerships (the partnerships), which are owned by German KG funds sponsored by Buss Capital GmbH & Co KG of Hamburg in Germany, in respect of the restructuring of their container and lease portfolios and US$1.2 billion of related debt financing to allow the partnerships to take advantage of Singapore’s Approved Container Investment Enterprise scheme. The scheme provides container owners with concessionary tax rates on container leasing and management activities. The firm’s team was led by corporate partner Damian Adams.

WongPartnership LLP has acted for China Investment Corporation (CIC), the PRC sovereign wealth fund and the world’s biggest buyer of commodities, in relation to its acquisition of a 14.91 percent stake in Noble Group Limited (Noble). The acquisition, by way of subscription of 438 million newly issued shares in Noble and the purchase of 135 million shares in Noble from Noble Temple Trading Inc, was valued at a total consideration of approximately US$858 million. Managing partner Dilhan Pillay Sandrasegara, and partners Gerry Gan, Linda Wee and Miao Miao advised on the transaction.

WongPartnership LLP has also acted for Olam International Limited (Olam) in connection with its issue of US$500 million in aggregate principal amount of 6 percent convertible bonds due 2016. The issuance comprises US$400 million of firm convertible bonds, and US$100 million of optional convertible bonds issued pursuant to an upsize option granted to the joint lead managers, which was exercised in full and placed to Breedens Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited and a substantial shareholder of Olam. JP Morgan (SEA) Limited and Standard Chartered Bank acted as joint lead managers for the offering. Partners Rachel Eng, Tan Kay Kheng and Colin Ong led the transaction.

In addition, WongPartnership LLP has acted for International Business Machines Corporation in relation to its acquisition of certain assets of RedPill Solutions, a Singapore-based specialist customer management services firm. Partners Ng Eng Leng and Tay Liam Kheng led the transaction.

Finally, WongPartnership LLP has acted for United Overseas Bank Limited in connection with the tender sale of a commercial unit at Thomson Imperial Court, a freehold 4-storey building comprising residential and commercial units in Singapore. Partner Cornelia Fong advised on the transaction.

Yulchon has represented Eugene Corporation in relation to its issuance of redeemable convertible preferred shares to Standard Chartered First Bank Korea Limited and Woori Investment & Securities Co Ltd for approximately US$38.8 million. By issuing redeemable convertible preferred shares to well-known financial institutional investors, Eugene Corporation was able to enhance its financial stability and soundness, and secure its operation funds to strengthen its business capability. The firm’s advisory team was led by Sung Wook Eun.