Deals – 12 September 2013

Allen & Gledhill has also advised ARA Asset Management (Fortune) Ltd, the manager of Fortune REIT, in respect of a private placement of new units in Fortune REIT to raise gross proceeds of approximately HK$975 million (US$125.7m). Partners Jerry Koh, Foong Yuen Ping and Teh Hoe Yue led the transaction.

Allens has advised DUET Group and its wholly-owned subsidiary DBP Development Group in respect of an agreement with Chevron Australia to build, own and operate the domestic gas pipeline for the Chevron-operated Wheatstone Project, and an associated A$100 million (US$92.67m) capital raising. Due for completion in late 2014, the A$94.9 million (US$88m) project will link the Wheatstone Project’s domestic gas plant to DUET’s majority-owned Dampier to Bunbury Natural Gas Pipeline. This project facilitates the continuing development of the domestic gas market in Western Australia. By the end of 2022, the number of domestic gas suppliers in WA is expected to increase from seven to 10, with the completion of domestic processing facilities at Macedon, Gorgon and Wheatstone. These three facilities are all expected to be connected to the Dampier to Bunbury Natural Gas Pipeline. Partners Michael Hollingdale, Tracey Greenaway and Marc Kemp led the transaction.

Allens has also advised NYSE-listed Jacobs Engineering Group Inc in respect of its A$1.3 billion (US$1.2b) acquisition of Australia’s Sinclair Knight Merz (SKM). Jacobs is one of the world’s largest providers of professional technical services. With 2012 revenue of nearly US$11 billion, Jacobs offers diverse support to industrial, commercial and government clients across industries. Formed as a private company in Sydney in 1964, SKM is a leading projects firm with global capability in engineering, consulting and project delivery, and fee income of more than A$1 billion (US$928.3m). The merger proposal will be implemented by way of two separate but inter-conditional schemes of arrangement between SKM and its shareholders, which (subject to court approval) will be voted on by SKM shareholders at meetings expected to be held in late 2013. Partner Julian Donnan led the transaction whilst Paul Hastings acted as US counsel.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Frost International Ltd in respect of its acquisition of shares representing 33.54 percent of the total issued and paid up capital of Agros Impex India Private Ltd from Vinod Agarwal and Anshu Agarwal, the original promoters of Agros. Frost entered into a share purchase agreement with, inter-alia, Vinod Agarwal and Anshu Agarwal to acquire all the shares held by the sellers in Agros, a company primarily engaged in installing, operating and establishing the infrastructure for manufacture, distribution, sale of HSRP in various states across India. Pursuant to the acquisition, Frost, together with its affiliates, gained 100 percent control of Agros. The acquisition was paid for in cash. Partner Akila Agrawal led the transaction which was completed on 7 August 2013.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised Jindal Steel & Power Ltd and JM Financial Institutional Securities Private Ltd, the manager to the buy-back, in respect of Jindal’s proposal to buy-back its equity shares with face value of INR1 (US$0.015) each, up to a maximum buy-back size of INR1,000 crores (US$155.4m), excluding transaction costs, by open market purchases through the stock exchanges at a maximum buy-back price of INR261 (US$4.05) per equity share. The buy-back was approved by Jindal’s board of directors on 30 August 2013 and the public announcement was published on 6 September 2013. The opening and closing dates of the buy-back are 12 September 2013 and 11 March 2014, respectively. The transaction is one of the first buy-back offers to be launched after the recent amendments to the Buy-Back Regulations in August 2013 and is also one of the largest buy-back offers undertaken by a listed company in India. Partner Prashant Gupta led the transaction.

Appleby has acted as British Virgin Islands, Isle of Man and Jersey counsel for the Nan Fung Group, one of Hong Kong’s largest privately owned property developers, in respect of its investment into Chinese developer Forterra Trust, including the purchase of Oriental Management Services Ltd (OMS) and its related subsidiaries. The underlying assets of OMS include the trustee-manager and property manager of the Forterra Trust. Nan Fung will acquire 29.98 percent of the units of the Forterra Trust at approximately US$178 million and the entire shareholding of OMS, which owns Forterra Real Estate Pte Ltd and Treasury Holdings (Shanghai) Property Management Co Ltd, at approximately US$23 million. Nan Fung’s acquisition signals its interest to expand its presence in the commercial property sector in China. Partner John Melia led the transaction whilst Deacons advised as to Hong Kong law.

Azmi & Associates has advised Zecon Medicare Sdn Bhd, a wholly owned subsidiary of Zecon Berhad, in respect of the concession agreement among Zecon Medicare, the Government of Malaysia as represented by Ministry of Education, and Universiti Kebangsaan Malaysia (UKM), for the planning, designing, financing, development, construction, landscaping, equipping, installation, completion, testing, commissioning of a Children’s Specialist Hospital at UKM and subsequently carrying out the asset management services for the hospital which has a total construction cost of RM606 million (US$185m). The concession period is 30 years and construction is expected be completed within 54 months from its commencement. Partner Rosinah Mohd Salleh led the transaction.

Clifford Chance has advised AMP Capital in respect of its proposed establishment of a joint venture funds management company with China Life Asset Management Company, a subsidiary of China Life Insurance China access to China (Group) Company, China’s largest insurance group and the world’s largest listed insurance company by market capitalisation. The JV will operate as China Life AMP Asset Management, offering retail and institutional investors in China mutual funds in domestic equities and fixed income products. This will be China Life’s first JV in China with a foreign partner in funds management, and also the first Chinese insurance company to take advantage of recently enacted China Insurance Regulatory Commission’s revised regulations allowing insurance companies to establish funds management companies. AMP Capital will hold a 15 percent stake in the JV with China Life holding the remaining 85 percent stake. Partner Terence Foo with partner Danny Simmons led the transaction.

Davis Polk has advised The Hongkong and Shanghai Banking Corporation Ltd as underwriter in respect of an SEC-registered Schedule B debt offering by KEXIM of US$300 million of its 3.75 percent notes due 2016. The notes are consolidated and form a single class of notes with KEXIM’s US$700 million aggregate principal amount of 3.75 percent notes due 2016 issued on 20 April 2011. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partners Eugene C Gregor and John D Paton led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Shin & Kim as to Korean law.

Davis Polk has also advised Citigroup Global Markets Ltd, Credit Suisse (Hong Kong) Ltd, DBS Bank Ltd and CIMB Bank (L) Ltd as joint book-runners and lead managers in respect of a Regulation S offering of US$400 million zero coupon convertible bonds due 2018 by Advanced Semiconductor Engineering Inc (ASE), the world’s largest independent provider of semiconductor packaging and testing services based on 2012 revenues. ASE’s shares are listed on the Taiwan Stock Exchange and its ADSs are listed on the NYSE. Partner James C Lin led the transaction. Baker & McKenzie advised ASE as to Taiwan law. Jingtian & Gongcheng advised the joint bookrunners as to PRC law.

Deacons has advised Haitong International Capital Ltd and Haitong International Securities Company Ltd in respect of Goldenmars Technology Holdings Ltd’s IPO and listing of 60 million shares on the Growth Enterprise Market of the HKSE. Goldenmars is principally engaged in manufacturing and sales of DRAM modules and trading of DRAM chips. It also manufactures and sells other e-storage devices. Dealing of Goldenmars shares on the HKSE commenced on 9 September 2013. Partner Ronny Chow led the transaction which was valued at US$8 million whilst King & Wood Mallesons advised as to PRC law. Angela Ho & Associates acted as Hong Kong counsel and Maples and Calder, led by partner Christine Chang, acted as Cayman Islands counsel for Goldenmars whilst AllBright Law Offices also advised on the transaction.

Drew & Napier has acted for SGX-ST listed Hengyang Petrochemical Logistics Ltd in respect of the dilution of 35 percent equity interest in its principal subsidiary Hengyang Holding Pte Ltd (HHPL) to a company owned by Macquarie Everbright Greater China Infrastructure Fund LP, a global infrastructure fund managed by Macquarie and Everbright, for approximately RMB271.25 million (US$44.3m). HHPL is a leading logistics service provider primarily engaged in the storage and transportation of liquid petrochemicals in China. The proceeds raised by HHPL will be used to fund the group’s business expansion along the Yangtze River and corporate restructuring exercise. Directors Sin Boon Ann and Yap Siew Ling led the transaction.

Drew & Napier has also acted for Daikin Industries Ltd in respect of its acquisition of PT Tatasolusi Pratama (TSP) from the Kirkham group and two other individuals for US$14.5 million. TSP is a leading distributor of heating, ventilation and air-conditioning (HVAC) systems in Indonesia. Daikin is a Japanese multinational air conditioner manufacturing company headquartered in Osaka which has operations in Japan, China, Australia, India, Southeast Asia, Europe and North America. By this acquisition, Daikin intends to leverage on TSP’s sales network and expertise in the Indonesian commercial HVAC equipment market. Daikin also intends to expand its presence in the commercial market (including Japanese, European and US firms expanding into Indonesia) by leveraging on TSP’s know-how. Directors Sin Boon Ann and Yap Siew Ling also led the transaction.

Ince & Co Middle East (Dubai Branch) has advised United Arab Shipping Company (UASC) in respect of the bespoke shipbuilding contracts and related documentation in UASC’s largest ever newbuilding order. The order is for ten container ships, along with option agreements for seven further vessels, with Hyundai Heavy Industries in Korea. The construction of the five 18,000 twenty-foot-equivalent units (TEU) (with one option) and 14,000 TEU (with six options) will be amongst the largest and most environmentally friendly container ships ever built. The first scheduled delivery is at the end of 2014. UASC is a global shipping company based in the Middle East. Founded in 1976, UASC is present in more than 75 countries and covers over 200 ports and destinations worldwide. Upon delivery of the above vessels, UASC will become one of the largest container line companies in the world. Partner Peter Measures piloted the transaction.

Khaitan & Co has advised DBS Bank Ltd Mumbai branch in respect of an external commercial borrowing facility of US$10 million availed by IPCA Laboratories Ltd. DBS Bank is a leading financial services group in Asia, with over 200 branches across 15 markets. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised Bajaj Corp Ltd in respect of the acquisition of the entire intangible assets, including the trademarks of “NOMARKS” brand, from Ozone Ayurvedics India and Ozone UK Ltd. Bajaj Corp is a public listed company and is India’s leading business house in fast moving consumer goods (FMCG) sector with major brands in the hair care sector. Partner Anand Mehta led the transaction with assistance from partner Sanjay Sanghvi.

Kirkland & Ellis has represented L Capital Asia, the Asian private equity arm of LVMH Moët Hennessy Louis Vuitton SA (LVMH), in respect of the recent closing of its second private equity fund. The fund was oversubscribed and closed at its hard cap of US$950 million, exceeding its original target of US$800 million. The fund, which will make investments in Asia’s lifestyle-consumer and branded goods sectors, accepted commitments from a broad mix of global institutional investors, including sovereign wealth funds, pension plans, endowments and foundations, diversified financial institutions and family offices. Partners Christopher Braunack, Justin Dolling and Mark Mifsud led the transaction.

Kirkland & Ellis has also represented NYSE-listed Qihoo 360 Technology Co Ltd, one of the leading and fastest-growing internet companies and the top provider of internet and mobile security products in China, in respect of the global offering of US$550 million principal amount of convertible notes due 2018.The notes were offered to qualified institutional buyers pursuant to Rule 144A and non-US persons in offshore transactions in compliance with Regulation S. This was the largest-ever convertible bond issued by a US-listed Chinese company. Citigroup acted as the sole global coordinator whilst Citigroup, China Renaissance Securities and UBS acted as the joint bookrunners. The deal closed on 5 September 2013. Partners David Zhang, Benjamin Su, Fan Zhang and Angela Russo led the transaction.

Mayer Brown JSM has advised Vietnamese government-owned and Vietnam-registered company Vietnam Shipbuilding Industry Group (Vinashin) in respect of its application in the High Court for sanction of a scheme of arrangement with certain of its creditors pursuant to a US$600 million facility. Vinashin was the fifth-largest shipbuilder in the world in 2008 and had liabilities of more than US$4.5 billion at the commencement of its financial restructure. Vinashin entered into consensual arrangements with other domestic and international creditors as part of its overall financial restructuring plan. The scheme became necessary due to the creditors of the US$600 million facility being unwilling to accept Vinashin’s debt restructuring proposals. Vinashin came under severe pressure from some of its loan creditors, who brought proceedings in the UK for summary judgment. Having successfully applied for a stay of those proceedings, the scheme was ultimately approved by creditors at a meeting in Singapore on 5 August 2013 and sanctioned by the High Court on 4 September 2013. The Court held that it had jurisdiction to sanction the scheme, even though Vinashin had no operations or assets in the UK, because the loans were governed by English law and subject to the non-exclusive jurisdiction of the English courts. Partner John Marsden led the transaction.

Paul Hastings has represented Shuanghui International Holdings Ltd, owner of China’s largest publicly-traded meat processing enterprise, in respect of an agreement with Bank of China Ltd, Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (also known as Rabobank International), Credit Agricole Corporate and Investment Bank, DBS Bank Ltd, Natixis, The Royal Bank of Scotland plc, Standard Chartered Bank (Hong Kong) Ltd and Industrial & Commercial Bank of China (Asia) Ltd, whereby Shuanghui will obtain approximately US$4 billion in debt financing to fund its pending acquisition of NYSE-listed Smithfield Foods, the largest US publicly-traded pork processor and hog producer. As announced in May 2013, Shuanghui and Smithfield entered into a definitive merger agreement whereby Shuanghui would acquire Smithfield pursuant to a merger in which Smithfield shareholders will receive US$34.00 per share in cash for each share of Smithfield common stock that they own. The consummation of the merger is conditioned on Smithfield shareholder approval, certain regulatory approvals and other customary closing conditions. In addition, the funding of the US$4 billion credit facility is also subject to approval of the merger by Smithfield shareholders and certain other customary closing conditions. Partners Raymond Li, Vivian Lam, Michael Chernick, Mario Ippolito and Garrett Hayes spearheaded the transaction.

Rajah & Tann is acting as Singapore counsel for Sound (HK) Ltd and Wen Yibo, the controlling shareholder of Sound Global Ltd, in respect of the proposed conditional cash exit offer by CIMB Bank Berhad Singapore branch and CIMB Securities Limited (HK), for and on behalf of Sound (HK), to acquire all the issued shares in and all the outstanding convertible bonds of SGX-ST and HKSE-listed Sound Global Ltd, other than those already owned, controlled or agreed to be acquired by the Sound (HK) consortium group, the undertaking shares and the undertaking bonds, in connection with the proposed voluntary delisting of Sound Global from the SGX-ST whilst retaining its listing on the HKSE. Based on the offer price of S$0.70 (US$0.55) per share, the group is valued at approximately S$1.07 billion (US$843.7m). The group is engaged in providing turnkey water and wastewater treatment solutions, management of water treatment plants and investments in build, operate and transfer projects, mainly in the PRC. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 28 June 2013 and is yet to be completed. Norton Rose Fulbright is acting as Hong Kong counsel for Sound (HK). Stamford Law Corporation is acting as Singapore counsel whilst Deacons is acting as Hong Kong counsel for Wen Yibo.

Russin & Vecchi is acting as Vietnam counsel for Bank of America NA and Wells Fargo Bank National Association in respect of pledging Vietnamese collateral to secure existing term loan facilities and a revolving credit facility in the aggregate amount of US$2.3 billion. The loans under the facilities are made to various Novelis entities. Skadden, Arps, Slate, Meagher & Flom is also advising on the transaction.

Russin & Vecchi has also advised Manila Water Company Inc (MWC), a subsidiary of Ayala Group, in respect of its participation in a private placement of 24 million primary shares in Saigon Water Infrastructure Corporation (SII) valued at US$15 million. SII is listed on the Ho Chi Minh City Stock Exchange and engages in water and water treatment in Vietnam. Upon completion of the transaction, MWC and its partner CII will become the majority shareholders of SII.

Skadden, Arps, Slate, Meagher & Flom is representing Otsuka Pharmaceutical Co Ltd in respect of an agreement for the acquisition of all the outstanding shares of Astex Pharmaceuticals Inc for a purchase price representing a fully diluted equity value of approximately US$886 million. Otsuka intends to effect the transaction through a tender offer and expects to close the transaction early in the fourth quarter of 2013, subject to the satisfaction of customary closing conditions. Partners Kenton King and Mitsuhiro Kamiya led the transaction which was announced on 6 September 2013.

Stamford Law Corporation is acting as Singapore counsel to SGX-ST and HKSE-listed Sound Global Ltd. in respect of the proposed exit offer by CIMB, for and on behalf of Sound (HK) Limited, in connection with the proposed voluntary delisting of Sound Global Ltd. from the SGX-ST. Based on the offer price of S$0.70 per share, the Group is valued at approximately S$1.07 billion. The Group is engaged in providing turnkey water and wastewater treatment solutions, management of water treatment plants and investments in build, operate and transfer projects, mainly in the PRC. Directors Bernard Lui and Lim Swee Yong are leading the Stamford Law team. Rajah & Tann is acting as Singapore counsel for Sound (HK) Limited and Wen Yibo, the controlling shareholder of Sound Global Ltd, Norton Rose Fulbright is acting as Hong Kong counsel for Sound (HK) Limited and Deacons is acting as Hong Kong counsel for Sound Global Ltd.

Weil, Gotshal & Manges is representing NewQuest Capital Partners in respect of its preliminary non-binding proposal, through its affiliate CPI Ballpark Investments Ltd and on behalf of its affiliates and the funds it manages, to acquire all of China Hydroelectric Corporation’s (CHC) outstanding ordinary shares, including ordinary shares represented by CHC’s American depositary shares (ADSs), each representing three ordinary CHC shares, at US$0.99 in cash per ordinary share or US$2.97 in cash per ADS. NewQuest currently owns approximately 80.8 million CHC ordinary shares, representing approximately 49.83 percent of the total outstanding ordinary shares of CHC. In addition, NewQuest also holds options and warrants to acquire ordinary shares of CHC, which, if exercised in full, would increase its ownership of CHC to approximately 56.8 percent of its outstanding ordinary shares. The proposal specifies that it constitutes only a preliminary indication of its interest, and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. NYSE-listed CHC is an owner, developer and operator of small hydroelectric power projects in the PRC. Partner Akiko Mikumo is leading the transaction.

WongPartnership is acting for PT Indofood Sukses Makmur Tbk, a company listed on the Indonesia Stock Exchange, in respect of the mandatory conditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of China Minzhong Food Corporation Ltd. Partners Mark Choy and Audrey Chng led the transaction which values China Minzhong at approximately S$734 million (US$578.27m).

WongPartnership has also acted for Oversea-Chinese Banking Corporation Ltd and DBS Bank Ltd as the joint lead managers and joint book-runners in respect of the issue of S$100 million (US$78.78m) 4.5 percent fixed rate notes due 2018 under Tat Hong Holdings Ltd’s S$500 million (US$394m) multi-currency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee piloted the transaction.