Deals – 13 August 2009

Allens Arthur Robinson has acted for the ALE Property Group (ALE), Australia’s largest listed freehold owner of pubs, in connection with an equity raising via an accelerated entitlement offer and an institutional placement. Valued at A$105 million (approx US $87.6m), the raising was fully underwritten by Macquarie Capital Advisers and consisted of a A$76 million one-for-two renounceable entitlement and an institutional placement which raised a further A$29 million. Partner Stuart McCulloch led the firm’s team in advising ALE on the transaction, which is one of the company’s initiatives to strengthen its balance sheet. Blake Dawson acted for Macquarie Capital Advisers.

Allens Arthur Robinson has also acted for Goodman Group (Goodman), an international integrated property group, in respect of its recent capital raising activities valued at A$1.8 billion (approx US$1.5b). The fully underwritten capital raising was achieved by way of placement, JUMBO entitlement offer and preference security placement. Led by corporate partner Brendan Groves, Clayton Utz advised the underwriters of the raising, Macquarie Capital Advisers and RBS Equity Capital Markets. Goodman has also announced a new strategic relationship with Canada Pension Plan Investment Board (CPPIB), which focuses on the development of logistics assets in mainland China. Comprising a A$1.3 billion (approx US$1b) institutional placement and entitlement offer, this second transaction also includes a A$500 million (approx US$416.9m) convertible preferential security investment by China Investment Corporation (CIC), a Chinese investment institution. Sydney-based partners Stuart McCulloch and Tom Story led the Allens’ team in advising on the capital raising, whilst Hong Kong-based partner Tim Manefield advised on the CPPIB joint venture. Freehills advised China Investment Corporation.

Appleby has acted as Cayman and Bermuda counsel to Town Health International Holdings Company Limited (Town Health), a company listed on the Hong Kong Stock Exchange, in respect of its change of domicile from the Cayman Islands to Bermuda, and decision to undertake a subsequent capital reduction in Bermuda. The change in domicile was largely due to the fact that the company, which is a management service provider for private medical and dental practices and a one-stop-shop integrated healthcare service to the public in Hong Kong, viewed a capital reduction in Bermuda as being more commercially expedient than a reduction in the Cayman Islands. The firm’s team was led by Hong Kong-based corporate partner Judy Lee.

AZB & Partners has acted as Indian counsel to JP Morgan Securities Limited UK and Goldman Sachs International UK, as the global coordinators, lead managers and bookrunners, and SBI CAP (UK) Limited, as the co-lead manager, in respect of the issuance by Tata Power Company Limited (Tata) of more than 14.8 million Global Depositary Receipts (GDRs), each representing one equity share in Tata. The GDRs have been listed on the Euro MTF Market of the Luxembourg Stock Exchange. Partner Shameek Chaudhuri led the firm’s advisory team, whilst Amarchand Mangaldas & Suresh A. Shroff & Co acted as legal advisors to Tata. Linklaters, Allen & Gledhill and Clifford Chance also advised various parties to the transaction.

Clifford Chance has advised the lenders, a syndicate of 16 local and international banks, in respect of a US$400 million dual tranche dollar-denominated loan to Indonesian state oil and gas company PT Pertamina, which holds the largest reserves of Asia Pacific’s national oil companies. Citibank NA acted as coordinating lead arranger for the transaction, whilst Bank of Tokyo-Mitsubishi UFJ Ltd acted as facility agent in addition to being one of the syndicate lenders. Singapore partner Ting Ting Tan led the firm’s advisory team.

Clifford Chance has also advised China Construction Bank (Asia) Corporation Limited (CCB) in connection with its acquisition of AIG Finance (Hong Kong) Limited (AIG), the consumer finance operations of the AIG group in Hong Kong. Pursuant to the terms of the agreement, CCB will acquire the outstanding shares of AIG for US$70 million, subject to any completion adjustments, thereby expanding the bank’s consumer finance business in Hong Kong. Completion of the deal is subject to regulatory approvals. Hong Kong corporate partners Amy Lo and Simon Cooke led the firm’s advisory team, with its London and New York offices providing relevant tax advice.

Colin Ng & Partners LLP has advised i-POP Networks Pte Ltd (i-POP), one of Asia’s leading mobile services providers which delivers mobile content and integrated services to media companies, advertising agencies, mobile network operators and content providers, in connection with a round of venture funding led by Singapore-based fund Mingly Corporation Singapore. i-POP intends to use the funds to expand into select media and telecommunications markets across Asia, India and the Middle East. Bill Jamieson, head of the firm’s Funds practice group, advised on the transaction.

Davis Polk & Wardwell LLP has advised the exclusive dealer manager Credit Suisse Securities (USA) LLC (Credit Suisse) in connection with an exchange offer by Sino-Forest Corporation (SFC), one of the largest foreign-owned commercial tree plantation operators in the PRC. The offer by SFC entails exchanging any and all of its outstanding US$300 million 9.125 percent guaranteed senior notes due 2011 (the 2004 Senior Notes) held by eligible holders, for its 10.25 percent new guaranteed senior notes due 2014. The firm has also advised Credit Suisse as the exclusive solicitation agent in connection with SFC’s concurrent solicitation of consents from all holders of the 2004 Senior Notes, to make certain amendments to the indenture governing those notes. Hong Kong-based partner William F. Barron and New York-based partner Richard D. Truesdell Jr. led the team advising Credit Suisse, with London-based partner John D. Paton providing tax advice.

DLA Piper has advised Citigroup Global Markets India Private Limited and IDFC-SSKI Limited, as the global coordinators and book-running lead managers, in connection with the US$140 million qualified institutional placement (QIP) by Punj Lloyd, a diversified conglomerate with activities in construction, energy and infrastructure. Under the QIP, equity shares were sold to a number of US based and international investors to be listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The head of the firm’s US capital markets practice in Asia, Stephen Peepels, led the advisory team in advising on the transaction, which will enable the company to expand its operations by acquiring capital assets and equipment and pursuing new projects and strategic alliances.

Drew & Napier LLC has advised Heatec Jietong Holdings Ltd (HJH), a company which provides piping and heat exchange services and fabrication in Singapore to the global marine and oil and gas industries, in respect of its listing of 18.5 million new shares by way of placement on the Catalist board of the Singapore Exchange Securities Trading Limited. After deducting expenses, the net proceeds from the placement were approximately S$3.7 million (approx US$2.5m). Director Sin Boon Ann led the firm in advising.

Drew & Napier LLC has also acted as Singapore counsel to the Australia and New Zealand Banking Group (ANZ) in relation to its recent US$550 million acquisition of assets from the Royal Bank of Scotland (RBS). Under the terms of the transaction, ANZ has acquired RBS’s retail, wealth and commercial businesses in Singapore, Taiwan, Indonesia and Hong Kong, and will gains control of RBS’s institutional businesses in Taiwan, the Philippines and Vietnam. The purchase includes gaining control of 54 branches, loans worth $3.2 billion, deposits worth $7.1 billion and the addition of approximately two million clients across the region. Directors Gary Pryke and Sandy Foo led the firm’s team, whilst Allen & Gledhill LLP acted as Singapore counsel to RBS.

Henry Davis York has advised Baiada Poultry in connection with its acquisition of the Bartter and Steggles businesses. Creating the nation’s largest chicken meat provider, the merger is viewed as one of the largest private trade and financing transactions in Australia in the last 12 months. Uniquely structured to overcome the Australian competition watchdog’s initial opposition, the transaction was completed pursuant to a formal undertaking which involved the acquisition and a pioneering “same day” divestment by the merged enterprise of certain assets to a competitor entity. The deal was one of the first to be fully reviewed under the revised merger guidelines of November 2008.

Jones Day has acted as international counsel to the underwriters, which included DSP Merrill Lynch, in respect of Adani Power Limited’s (Adani) Indian initial public offering. The offering by Adani, which develops, operates and maintains power projects in India, is the largest out of India in the last 18 months, raising approximately US$625m. The firm’s team was led by Hong Kong partner Jeffrey Maddox. Amarchand Mangaldas and Khaitan & Co were also involved, with the former advising Adani and latter acting as Indian counsel to the underwriters.

Jones Day has also advised Indonesia’s largest coal mining company, PT Bumi Resources Tbk, and its subsidiary, Enercoal Resources Pte Ltd (Enercoal), in respect of a private placement of US$375 million 5-year 9.25 percent guaranteed convertible bonds due 2014. Under the terms of the placement, which closed on 5 August 2009, the bonds issued by Enercoal were unconditionally and irrevocably guaranteed by, and convertible into ordinary shares of, Bumi Resources. Credit Suisse (Singapore) Limited (Credit Suisse) acted as the sole placement agent to the transactions, advised by Linklaters LLP. In addition to the issuance and placement of the bonds, Enercoal entered into highly structured five year cash-settled equity swap on a portion of the Bumi Resources shares underlying the bonds, and a cash-settled capped call transaction to increase the conversion premium on the bonds, both with an affiliate of Credit Suisse. The firm’s team was led by Singapore attorney Brian J. Wesol.

Kim & Chang has advised Hewlett-Packard Company (HP) on the integration of an EDS subsidiary in Korea into HP, following the HP group’s acquisition of the EDS group of companies in August 2008. Completed on 1 August 2009, the integration involved the restructuring of the ownership of the EDS subsidiary in Korea (EDS Korea) and the comprehensive business transfer from EDS Korea to HP Korea. As a result of these actions, all of EDS Korea’s assets, supplier contracts and employees have been transferred to HP Korea.

Latham & Watkins has represented Trina Solar Limited (Trina), a China-based manufacturer of solar photovoltaic products, in relation to its follow-on offering of 4.5 million American depositary shares, which raised over US$129.3 million. The transaction, which represented 450 million ordinary shares on the NYSE, was completed and closed on 3 August 2009. Trina received aggregate net proceeds of approximately $123.9 million after deducting underwriting discounts and commissions. Acting as joint bookrunners for the offering were Goldman Sachs (Asia) LLC and Credit Suisse Securities (USA) LLC, with Piper Jaffray & Co acting as a co-manager. Hong Kong-based corporate partners David Zhang and Allen Wang led the firm’s team.

Latham & Watkins has also represented Green Energy Technology Inc, a leading multi-crystalline solar wafer manufacturer based in Taiwan, in connection with its offering of more than 6.3 global depositary shares. The offering, which represented over 31.9 million common shares and was completed on 5 August 2009, raised approximately US$76.6 million for the company. Citigroup and Deutsche Bank acted as joint bookrunners for the offering. Hong Kong-based corporate partner Eugene Lee led the firm’s advisory team.

Mallesons Stephen Jaques has acted as Hong Kong counsel to the CEVA group of companies in connection with the issuance by CEVA Group plc of more than €119.9 million (approx US$170.4m), and more than US$127 million, second priority senior secured notes. Allens Arthur Robinson acted as Hong Kong counsel to Citigroup Global Markets and the other dealer arrangers in connection with the issuance. Partners Steven Christopher and Hayden Flinn led the Mallesons’ team, whilst partner Matthew Barnard led the Allens’ team in advising on the transaction.

Milbank, Tweed, Hadley & McCloy LLP has advised Waste Management Inc (WMI), and its waste-to-energy subsidiary Wheelabrator Technologies Inc, in respect of their US$140 million strategic M&A investment into China’s waste management sector. The deal, under which WMI has agreed to purchase a 40 percent stake in the Shanghai Environment Group (the leading solid waste management company in China) and form a joint venture, was signed on 4 August 2009 and is thought to be the single largest foreign investment in China’s solid waste management sector to date. Anthony Root, head of the firm’s China and Asia corporate practices, led the firm’s team. Macquarie Capital was financial advisor to WMI, whilst King and Wood acted as the company’s PRC counsel.

Orrick, Herrington & Sutcliffe LLP has assisted Baidu Inc, the largest Chinese Internet search engine company in the world, in relation to its Chinese antitrust lawsuit against Tangshan Renren Information Services Co (Renren) in the Beijing First Intermediate People’s Court. The case, in which Renren alleged that Baidu Inc had “monopolised the Chinese search engine market” and “blacklisted” a Renren subsidiary, has been heralded as one of the highest profile antitrust cases since the Chinese Anti-Monopoly Law took effect in August 2008. The firm’s team was led by antitrust and competition partner Ted Henneberry, based in Washington DC, and intellectual property partner Xiang Wang, based in Beijing.

Robert Wang & Woo LLC has acted for Oculus Limited (now known as Annica Holdings Limited) in connection with the disposal of its manufacturing and eye care related business for S$8 million (approx US$5.5m) to I Kare Pte Ltd. The sale included Oculus’ contact lens manufacturing operations in Singapore and Shanghai, and sales and distribution subsidiaries in Malaysia, Hong Kong and Taiwan. Partner Raymond Tan, head of the firm’s corporate group, led the firm’s advisory team.

Shearman & Sterling LLP has represented Barclays Capital and UBS in connection with the US$750 million high-yield bonds of Perusahaan Listrik Negara (PLN), Indonesia’s state-owned electricity company. Hong Kong capital markets partner Kyungwon (Won) Lee led the firm’s team in advising on the transaction, which closed on 7 August 2009. A monopoly operator of transmission and distribution networks in Indonesia, PLN controls all public electricity infrastructure and power generation.

Watson, Farley & Williams LLP has advised the lenders and swap banks in respect of the restructuring of a loan facility valued at over US$243.8 million, which had been previously provided to Allocean Charters (Singapore) Pte. Ltd (Allocean), following the subsequent acquisition by Tufton Oceanic Finance Group of a 50 percent stake in Allocean from the Allco Finance Group (AFG). A victim of the credit crisis last year, AFG has subsequently been put into receivership. Allocean, which owns a fleet of 14 ships, is now fully controlled through a new investment company jointly owned by SIF Limited and the Tufton Oceanic Finance Group. The lead arrangers for the loan facility were HSH Nordbank AG, Singapore Branch and DnB NOR Bank ASA, Singapore Branch. Partner Goh Mei Lin led the firm’s transaction team.

Watson, Farley & Williams LLP has also advised the lenders in connection with the high profile refinancing by Korea Gas Corporation (KOGAS) for three 1999-built LNG carriers, all of which are operating under long term contracts of affreightment with KOGAS. The loan facilities were valued in aggregate in excess of US$481 million, with the lead arrangers including: Australia and New Zealand Banking Group Limited, Seoul Branch; BNP Paribas; Calyon; Crédit Industriel et Commercial, Singapore Branch; Natixis, Hong Kong Branch; NIBC Bank Ltd; Sumitomo Mitsui Banking Corporation, Seoul Branch; The Korea Development Bank; The Bank of Nova Scotia Asia Limited; The Bank of Tokyo-Mitsubishi UFJ Ltd, Seoul Branch and WestLB AG, Hong Kong Branch. Partner Goh Mei Lin again led the firm’s advisory team, whilst Lee & Ko acted as Korean counsel for the lenders. Kim & Chang acted as counsel to KOGAS and the charterers.

Weil, Gotshal & Manges LLP has advised Bioton SA, a publicly held biotech company in Poland, in respect of its groundbreaking supply and distribution agreement with its subsidiary SciGen Ltd in Singapore and Bayer Healthcare Company Limited (Bayer) in China. Under the terms of the agreement, which strengthens Bioton’s global leadership in the insulin market, Bayer acquires the right to market and distribute insulin produced by Bioton and SciGen Ltd in exchange for an upfront payment of €31 million (approx US$44m). The contract and payment guarantee mean that Bioton and SciGen will supply Bayer’s China-based subsidiary with its insulin product for the next fifteen years, enabling the company to further penetrate the growing and increasingly important Chinese market. The legal team was led by Warsaw-based corporate partner Pawel Rymarz who was assisted by lawyers from the firm’s Warsaw and Shanghai offices.

WongPartnership LLP has advised DBS Asset Management Ltd, the manager of the ‘HomeSteady’, ‘HomeBalanced’ and ‘HomeGrowth’ funds of the MyHome fund (collectively, the Funds) in relation to its application to Singapore’s Monetary Authority for authorisation of the Funds, and drafting the prospectus and constituent deed of trust for the Funds. Partner Low Kah Keong led the firm’s advisory team.

WongPartnership LLP has also acted for Asia Power Corporation Limited in connection with its placement of 60 million new shares. Partners Raymond Tong and Tok Boon Sheng led the transaction.

Finally, WongPartnership LLP has acted for the Ascott China Fund in respect of its acquisition of a 100 percent stake in Central BVI, owned by Ascott Holding China, for US$14.3 million. Ascott Holding China and Central BVI are both indirect, wholly owned subsidiaries of CapitaLand, which also has an indirect 33 percent interest in the Ascott China Fund. Partner Low Kah Keong led the transaction.