|Allen & Gledhill LLP has provided Singapore law advice to DBS Bank Ltd as the lead manager and to The Trust Company (Asia) Limited as the trustee in respect of CapitaMalls Asia Treasury Limited’s up to S$200 million (US$155.2m) retail bond issue guaranteed by CapitaMalls Asia Limited. Partners Margaret Chin, Cara Chan and Senior Associate Tan Ngee Hao led the transaction.
Allen & Gledhill LLP has also advised Wilmar International Limited as the guarantor in respect of Sucrogen Limited’s A$600 million (US$597.4m) syndicated revolving credit facility extended by a syndicate of banks. The facility is arranged by Australia and New Zealand Banking Group Limited, The Hongkong and Shanghai Banking Corporation Limited and Cooperative Centrale Raiffeisen-Boerenleenbank BA. Partner Margaret Chin led the transaction.
Allen & Overy is advising the Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU), a subsidiary of Mitsubishi UFJ Financial Group Inc (MUFG) and MUFG subsidiary Mitsubishi UFJ Securities International plc (MUSI), in respect of their acquisition of a portfolio of project finance assets from Royal Bank of Scotland Group (RBS).
AZB & Partners has advised Tata International Limited in respect of its acquisition of a 76 per cent equity stake in each of Bachi Shoes (India) Private Limited and Euro Shoe Components Private Limited. Partner Darshika Kothari led the transaction which was completed on 27 December 2010.
AZB & Partners has also advised Nitin Fire Protection Industries Limited and Nitin Cylinders Limited in respect of its acquisition by Worthington Industries Mauritius of 60 per cent shares of Nitin Cylinders Limited for approximately US$21 million. Partner Kalpana Merchant led the transaction which was completed on 29 December 2010.
Baker & McKenzie has acted as Australian counsel for China Construction Bank Corporation, the world’s second largest lender by market value, in respect of its US$9.2 billion global rights offering. Joint underwriters for the offering were China International Capital Corporation Hong Kong Securities Limited, CCB International Capital Limited, Morgan Stanley & Co International PLC, CITIC Securities Corporate Finance (HK) Limited, Merrill Lynch Far East Limited, Credit Suisse (Hong Kong) Limited and BOCI Asia Limited. The firm’s team was led by partner Craig Andrade.
DLA Piper has represented China Everbright Capital Limited as the sole sponsor of China New Economy Fund (CNEF) Limited, a closed-end investment fund managed by CITIC Securities International Investment Management Limited, in respect of its listing on the HKSE. The offering has raised gross proceeds of HK$312 million (US$40.1m). The firm’s team was led by Luke Gannon, partner and head of Investment Funds Asia.
Fangda Partners has represented Changsha Zoomlion Heavy Industry Science and Technology Development Co Ltd (Zoomlion), a China-based construction machinery manufacturer, in respect of its IPO on the HKSE and Rule 144A /Regulation S offering of approximately 1 billion ordinary shares to be subscribed for and traded in Hong Kong dollars. Zoomlion raised approximately HK$14.98 billion (US$1.93b) in gross proceeds, including the full exercise of the over-allotment option. The joint global coordinators of the offering were CICC, Goldman Sachs and JP Morgan which, together with Morgan Stanley, also acted as the joint bookrunners. The firm’s team was led by corporate partner Jeffrey Ding.
Fangda Partners has also represented HiSoft Technology International Limited (HiSoft), a China-based provider of outsourced information technology and research and development services, in respect of its follow-on offering on the Nasdaq Global Market. The offering by HiSoft and certain selling shareholders of an aggregate of 5.75 million American depositary shares, representing 109.25 million common shares (including the full exercise of the over-allotment option), raised approximately US$149.5 million. The lead underwriters were Deutsche Bank Securities, UBS Investment Bank and Citi. The firm’s team was also led by corporate partner Jeffrey Ding.
Fried, Frank, Harris, Shriver & Jacobson LLP has represented BofA Merrill Lynch as placement agent in respect of the US$200 million placement of 175 million new shares of Asian Citrus Holdings Limited, which owns and operates orange plantations in China. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.
Fried, Frank, Harris, Shriver & Jacobson LLP has also represented BofA Merrill and BOC International, as joint placing agents, in respect of a top-up share placement for Trinity Limited, a subsidiary of Li & Fung group and a high-to-luxury-end menswear retailers primarily serving Greater China. Approximately 100 million shares were offered, raising approximately HK$750 million (US$96.5m). The transaction closed on January 13, 2011. Working on the matter were corporate partners Victoria Lloyd (HK), Joshua Wechsler (HK/NY) and Sian Withey (London), corporate international counsel Marianne Cheng (HK), corporate associate Nora Tam (HK) and China coordinator Boxin Wang.
Gide Loyrette Nouel has advised the Carlsberg Group (Carlsberg) in respect of its acquisition of an additional shareholding in SSE listed Chongqing Brewery Co Ltd (CBC), a company which operates 16 breweries in Chongqing and the surrounding provinces. The acquisition increased Carlsberg’s stake from 17.46 per cent to 29.71 per cent, making it the largest shareholder. The purchase price for the 12.25 per cent stake in CBC was approximately RMB 2.385 billion (US$349m). The firm’s team was led by partner Warren Hua.
Herbert Smith has advised the joint bookrunners and joint lead managers – composed of UBS AG Hong Kong Branch, China Everbright Securities (HK) Limited, Cinda International Capital Limited, Credit Suisse (Hong Kong) Limited, JP Morgan Securities (Asia Pacific) Limited and Macquarie Capital Securities Limited – in respect of the HK$5 billion (US$643m) HKSE IPO and the Rule144A/Regulation S global offering of China Datang Corporation Renewable Power Co Limited, the nation’s second largest wind-power producer by installed capacity. The firm’s US team was led by corporate partner Kevin Roy whilst corporate partner Gary Lock led the Hong Kong team.
Khaitan & Co has advised California-based and NASDAQ listed technology outsourcing company iGATE Corporation USA (iGate) and its subsidiaries – iGATE Global Solutions Limited, India and Pan-Asia iGATE Solutions Mauritius – in respect of its acquisition of a controlling stake of global IT services and business solutions provider Patni Computer Systems Limited (Patni Computer) from its promoters and General Atlantic Partners for approximately US$1.22 billion. The deal represents the largest M&A transaction in the Indian IT industry, according to Khaitan. Partners Haigreve Khaitan and Rabindra Jhunjhunwala led the transaction which was signed on 10 January 2011 and is yet to be completed. AZB & Partners, led by partners Zia Mody, Alka Nalavadi and Essaji Vahanvati, has advised General Atlantic Mauritius Limited and Patni Computer promoters composed of Gajendra Kumar Patni, Ashok Kumar Patni and Narendra Kumar Patni. Shearman & Sterling, led by partner Michael S Baker, is representing Jefferies Finance and RBC Capital Markets as joint lead arrangers in the financing for iGate in its proposed acquisition of Patni Computer.
Khaitan & Co has also advised Shree Ganesh Jewellery India Limited in respect of its approximately US$5 million purchase of office premises with total floor area of 14,592 sq ft, along with 12 mechanical stack parking spaces in the building known as ‘Boomerang’. Partner Sudip Mullick led the transaction.
KhattarWong has acted for SGX-ST listed data storage media company Swing Media Technology Group, in respect of its proposed placement of 290 million new ordinary shares. The estimated net proceeds from the placement after deducting expenses is expected to amount to S$11.5 million (US$8.92m). Partner Lawrence Wong led the transaction.
Lee & Ko has represented private equity funds IBK-Auctus Green Growth PEF and KoFc KBIC Frontier Champ Fund No. 2010-5 PEF in respect of their subscription of new shares issued by Nexolon Co Ltd (Nexolon), a manufacturer of monocrystalline and multicrystalline wafers and an affiliate of OCI Company, for approximately KRW 40 billion (US$36m). Upon closing, each of the PEFs became the owner of 6.19 per cent of Nexolon. Partner Je Won Lee led the advisory team.
Lee & Ko has also advised KDB Value VI Private Equity Fund (KDB PEF), managed by Korea Development Bank (KDB) as its general partner, in respect of a loan agreement whereby its subsidiary KDB Value VI LLC (SPC) would be provided a loan facility of KRW1 trillion (US$9.2b) by KDB. Proceeds of the loan will be used to finance SPC’s acquisition of shares in Daewoo Engineering & Construction Co Ltd (Daewoo E&C), so that SPC will secure the approximately 50.7 per cent controlling stake in Daewoo E&C. The drawdown for the loan and the closing of transactions were accomplished on 6 January 2011. The firm’s team was led by partners Hee Jeu Kang, Sang Chol Yi and Dong Seok Woo.
Mallesons Stephen Jaques has acted for ING Management Limited, as responsible entity of ING Industrial Fund (INGIF), in respect of the acquisition of all the ordinary units in INGIF, a Goodman Group led consortium, for approximately A$1.4 billion (US$1.4b). Brian Murphy led the transaction which was signed and announced on 24 December 2010.
Mallesons Stephen Jaques has also acted for CITIC Securities Corporate Finance (HK) Limited, as the sponsor, global coordinator, bookrunner and as one of the joint lead managers, in respect of the approximately HK$919 million (US$118.2m) global offering of PAX Global Technology Limited (PAX Global), an electronic fund transfer point-of-sale (EFT-POS) terminal solutions provider in China. The offering is a spin-off from HKSE listed Hi Sun Technology (China) Limited. Trading of PAX Global’s shares commenced on 20 December 2010. Partner Larry Kwok led the transaction.
Maples and Calder has acted as BVI counsel to SEEKAsia Limited, a majority owned subsidiary of ASX listed online employment and training company SEEK Limited (SEEK), in respect of its acquisition of 60 per cent of Jobs DB Inc (an online employment company with operations throughout South East Asia) from JDB Holdings Limited for HK$1.59 billion (US$204.5m). The acquisition significantly enhances SEEK’s investment in the South East Asian online employment sector. SEEK is already a 22.4 per cent shareholder in JobStreet Corporation. The firm’s team was led by Christine Chang.
Maples and Calder has also acted as Cayman and BVI counsel to HKSE listed China SCE Property Holdings Limited, in respect of its issue of RMB2 billion US$ settled 10.5 per cent senior notes due 2016. Deutsche Bank AG and HSBC Holdings PLC are mandated to arrange the bond issue. Proceeds will be used to finance new and existing projects and for general corporate purposes. The firm’s team was led by John Trehey whilst Paul, Hastings, Janofsky & Walker acted as Hong Kong and US counsel. Davis Polk & Wardwell acted for the joint lead arrangers.
Mayer Brown JSM has advised China Resources Cement Holdings Limited (China Resources Cement) in respect of its acquisition of a 50 per cent interest in a cement business in Guangzhou and Hong Kong. China Resources Cement purchased the stake in several entities owned by Yue Xiu Enterprises (Holdings) Limited that engage in the clinker, cement and concrete operations in Guangzhou and Hong Kong, for an aggregate consideration of HK$1.24 billion (US$159m). The sale and purchase agreement was signed on 5 December 2010 and completion took place on 31 December 2010. The firm’s team was led by partner Hannah Ha.
Nishith Desai Associates has acted as sole Indian legal advisors to SKIL Ports and Logistics Limited, a Guernsey incorporated entity, in respect of the listing of its shares on the LSE. The company raised GBP76 million (US$119.4m) from global institutional investors. The proceeds will be used to develop ports and logistics facilities in India. The transaction represents one of the largest fund raises on AIM in 2010.
Nishith Desai Associates has represented Goldsquare Sales India Private Limited (Goldsquare) in respect of the approximately US$8 million investment of Sequoia Capital India Investments Holdings III in the company. The transaction was part of a Series B funding of Goldsquare, after Obsidian Square Investments Limited invested in the initial round of funding earlier in 2010 where the firm also advised the investor. The recent investment will go towards growing the company’s product offering, building its supply chain infrastructure, strengthening its enterprise technology and funding future growth initiatives.
Rajah & Tann LLP has advised Prosper Line Investments Limited and Great Ocean Overseas Holdings Limited in respect of the disposal of their approximately 53 per cent effective interest in Airport City Development Co Ltd (ACL) to SGX-ST listed Global Logistic Properties Limited (GLP). The total consideration payable by GLP, in the form of cash and shares and which is subject to post-closing adjustments, is RMB2.483 billion (US$375m). Partners Chia Kim Huat and Danny Lim led the transaction which was completed on 5 January 2011. Clifford Chance acted for Global Logistic Properties Limited.
Rajah & Tann LLP has also advised an institutional investor, a pension fund and Better Value Holdings Limited (CMA), an entity of CapitaMalls Asia Limited, in respect of their acquisition of an aggregate 55 per cent interest in an offshore SPV involved in developing CapitaLand’s second Raffles City integrated development in Shanghai. The remaining 45 per cent interest will be held by CapitaMalls Asia (also an investor) and CapitaLand China. The aggregate purchase consideration payable by the three investors is approximately S$759 million (US$589m). The transaction was completed on 30 December 2010. Partners Chia Kim Huat and Danny Lim also led the transaction whilst Commerce & Finance Law Offices acted as PRC counsel and Maples and Calder acted as BVI counsel in the due diligence. WongPartnership acted for CMA in the transaction documentation.
Shook Lin & Bok LLP has acted for Kikkoman Corporation in respect of the acquisition of the Yamakawa Group of Companies from Tye Soon Limited for approximately S$16.24 million (US$12.6m). Partner Sandra Tsao advised on the matter.
Wong & Partners has advised AXA Affin General Insurance Berhad in respect of the transfer to them of the general insurance business of BH Insurance (M) Berhad via a scheme of transfer for an estimated consideration of approximately MYR285 million (US$93m). Partner Brian Chia led the transaction.
WongPartnership LLP acted for the Frasers Group in respect of the corporate and debt restructuring of Frasers Property (UK) Limited and its subsidiaries and investments. Partners Ng Eng Leng, Alvin Chia and Sim Bock Eng acted on the matter.
WongPartnership LLP has also acted for QuEST Global Services Pte Ltd (QuEST Global), the new Singapore holding company for the engineering services business of the QuEST Group, in respect of the auction sale of a 20 per cent minority stake in QuEST Global to private equity firm Warburg Pincus. Partners Sim Bock Eng, Vivien Yui and Ong Sin Wei acted on the matter.