Deals – 13 May 2010

Allens Arthur Robinson has acted for New Zealand-owned Meridian Energy Ltd (Meridian) in respect of its acquisition of South Australia’s Mt Millar wind farm from ASX-listed entity Transfield Services Infrastructure Fund. Completion of the transaction is expected by 31 May 2010. The transaction, valued at A$191 million (US$171m), marks an important step for Meridian in strengthening its position in the Australasian renewables energy market. Partner Anna Collyer led the firm’s advisory team.

Allens Arthur Robinson has also acted for Catalyst Investment Managers Pty Ltd (Catalyst), a leading independent firm in the Australasian private equity market, in respect of its acquisition of Actrol Parts, a market leading wholesaler and distributor of refrigeration and air-conditioning systems and parts. The transaction is the first leveraged buyout of its kind in Australia since Archer Capital’s acquisition of MYOB in early 2009. Partners Steve Clifford and Richard Gordon led the firm’s advisory team. Freehills advised the vendor whilst Corrs Chambers Westgarth advised the relevant banks to the transaction, Westpac and Commonwealth Bank of Australia.

Baker & McKenzie has acted for Castlemaine Goldfields Limited (CGL) in respect of the acquisition of the Ballarat Gold Project and the associated A$32 million (US$28.7m) capital raising. The acquisition settled on 7 May 2010 following its announcement on 5 March 2010. The work included negotiation of the transaction documentation with Lihir Gold Limited (Lihir), placement and share purchase plan documentation raising A$32 million (US$28.7m) and CGL shareholder approval and associated documentation. Partners Richard Lustig and John Mollard led the firm’s advisory team. Blake Dawson acted for Lihir.

Cleary Gottlieb has represented Samsung Life Insurance (SLI) in respect of its US$4.4 billion IPO, the largest IPO ever by a Korean company. Goldman Sachs, Bank of America Merrill Lynch and Morgan Stanley were joint bookrunners for the international tranche of the offering. SLI is Korea’s leading life insurance company and is one of the flagship companies of the Samsung Group, Korea’s largest business group. The IPO priced near the high end of the expected price range on 23 April 2010, and the common shares will begin trading on the KRX KOSPI Market of the Korea Exchange on 12 May 2010. As of the pricing date, the company would rank sixth in terms of market capitalization among companies listed on the Korea Exchange. The firm’s advisory team was led by Hong Kong-based partners Jinduk Han and Sung K Kang.

Colin Ng & Partners LLP has advised Mann Seng Metal International Limited (MSM), the Singapore holding company of a Malaysia-based integrated metal engineering solutions group, in respect of its listing on the Catalist Board, the sponsor supervised board of the Singapore Exchange Securities Trading Limited. MSM’s shares commenced trading on 7 May 2010 and all 20 million new placement shares were successfully placed out at S$0.25 (US$0.18) each. The firm’s advisory team was led by partners Elaine Beh and Allan Tan.

DLA Piper has acted as the international counsel to the Ministry of Industry and Trade of the Socialist Republic of Vietnam (MOIT) in respect of the establishment of the Mong Duong II Power Project, a new coal-fired power plant in Vietnam. The firm, together with its local counsel Vietbid, represented MOIT in its negotiations with AES Corporation and its subsidiary, AES VCM Mong Duong Power Company Limited, with respect to a Build-Operate-Transfer (BOT) arrangement between the government and AES, a power purchase agreement with state-owned power company Electricity Vietnam, and a coal supply agreement with the Vietnam National Coal-Mineral Industries Group (the state-owned coal and mineral company that will supply locally sourced fuel to the facility). The project is expected to be in operation by the end of 2014. Partner Lance Miller led the firm’s advisory team.

Herbert Smith has advised HKSE-listed Solartech International Holdings Limited in respect of its acquisition of a copper-gold-silver mine in Mongolia. The transaction value was HK$1.5 billion (US$192 million), payable in cash and convertible bonds. The firm’s advisory team was led by Hong Kong corporate partner Tommy Tong.

Luthra & Luthra Law Offices has advised Ciena Corporation, a multinational specializing in high-performance network systems, software and professional services, in respect of the India leg of its worldwide acquisition of the optical networking and carrier Ethernet technology of Nortel’s Metro Ethernet Networks business. The aggregate purchase price is reported to be approximately US$774 million. The firm’s advisory team was led by Vikas Srivastava.

Mallesons Stephen Jaques has acted for the underwriter, Credit Suisse, in respect of an A$80 million (US$71.7m) institutional placement for Australian Infrastructure Fund (AIX) to help fund its acquisition of an additional 2.21 percent stake, which is valued at around A$75 million (US$67m), in Australia Pacific Airports Corporation. Partner Jason Watts led the firm’s advisory team.

Nishith Desai Associates has acted as legal and tax counsel for DBS Bank Ltd Singapore (DBS) in respect of its exit from Cholamandalam DBS Finance Limited (Chola DBS), by way of sale of a 37.48 percent equity stake and preference shares to Murugappa Group. The deal is valued at approximately INR3.8 billion (US$83 million). Chola DBS was a 50:50 joint venture non-banking financial company between DBS and Murguappa Group. The company is listed on the Bombay Stock Exchange Limited, National Stock Exchange of India Limited and Madras Stock Exchange Limited.

Rajah & Tann LLP has advised China Minzhong Food Corporation Limited (CMFC) in respect of its IPO of more than 537 million shares on the SGX-ST. The IPO aims to raise S$236.8 million (US$171.3m), or S$272.3m (approx US$197.4m) if the over-allotment option is fully exercised. The shares commenced trading on 15 April 2010. The transaction is one of the largest S-Chip IPOs on the SGX-ST since the 2008 sub-prime, and makes CFMC has become the first integrated vegetable cultivator and processor to be listed on the SGX-ST. Partners Chia Kim Huat and Howard Cheam led the firm’s advisory team. Fangda Partners advised CMFC as to PRC law, whilst Stamford Law Corporation and Yuantai Law Offices acted as Singapore and PRC counsel respectively to the sole global coordinator, sole bookrunner, joint financial advisers, joint issue managers, joint underwriters and joint lead managers.

Shook Lin & Bok LLP has acted as Singapore counsel for SGX-ST-listed Yanlord Land Group Limited in respect of its listing of US$300 million senior notes on the SGX-ST. Partner Gwendolyn Gn led the team.

Simmons & Simmons has advised Cheung Kong Infrastructure Holdings Limited, the largest publicly listed infrastructure company in Hong Kong, in respect of the £211.7m (US$316m) acquisition by its subsidiary, Electricity First Limited, of BG Group’s 50 percent stake in Seabank Power Limited (SPL). SPL, a 50:50 joint venture between BG Group and Scottish and Southern Energy (SSE), operates Seabank Power Station, the 1,140 MW combined-cycle gas turbine near Bristol in the UK. Closing of the acquisition is conditional on SSE not exercising its pre-emption rights in respect of BG Group’s stake. The firm’s advisory team was led by M&A partner Paul Exley, with projects partner Martin Stewart-Smith and Hong Kong-based M&A partner Tom Deegan.

White & Case LLP has advised PCCW Ltd in respect of its HK$16 billion (US$2b) self-arranged senior three-tranche term loan and revolving credit facility. The loan, which is via Hong Kong Telecommunications (HKT) Limited and guaranteed by HKT Group Holdings Limited, comprises a HK$8 billion (US$1b) revolving credit, a HK$3 billion (US$385m) term loan, and a HK$5 billion (US$642m) term loan. The financing, which was signed on 5 May 2010, was over 1.5 times oversubscribed, with 21 local and international banks offering an aggregate of over HK$25 billion (US$3.2b). The firm’s advisory team was led by Hong Kong-based partner John Hartley.

WongPartnership LLP has acted for state-owned Tasweeq, the Qatar International Petroleum Marketing Company, in respect of the structuring of their entities in Singapore and on tax regimes, in relation to the establishment of its first international operation in Singapore. The company’s Singapore office will serve as an important base in the Asian market for the export of LPG, refined products, condensates and sulphur. Partners Tan Kay Kheng and Paul Sandosham acted on the matter.

WongPartnership LLP has also acted for the owner of a five-star luxury hotel being developed in Abu Dhabi, UAE, in respect of negotiations with Starwood EAME License & Services Company BVBA for the hotel development consultancy agreement, the hotel management agreement and other related ancillary agreements. Managing Partner Dilhan Pillay Sandrasegara and partners Elaine Chan and Owyong Eu Gene acted on the matter.

In addition, WongPartnership LLP, led by partner Lam Chung Nian, has advised Recording Industry Performance Singapore (RIPS), the industry organisation representing the copyright interests of all of the major sound recording labels, in two separate transactions, namely:
• The launch of its new media licensing schemes, including the internet simulcasting of radio transmissions (and conclusion of a licensing arrangement with MediaCorp Radio therefore) and the world’s first cable TV interactive karaoke video-on-demand service launched by StarHub; and,
• The preparation of a White Paper to assist RIPS with its lobbying for the expansion of copyright protection in respect of sound recordings.

Finally, WongPartnership LLP has acted for the Motion Picture Association International (MPAI), which represents the interests of major US film studios (such as Twentieth Century Fox, Sony Pictures, Warner Brothers, etc), in respect of the conduct of a regional study of copyright laws in Asia to assist MPAI in its strategic review of anti-piracy policies. The firm is also advising MPAI on its initiatives involving ISP graduated response programmes and anti-camcording legislation. Partner Lam Chung Nian again acted on the matter.