Deals – 14 April 2011

Allen & Gledhill is also advising AMB Property Corporation (AMB) in respect of its joint venture with HIP China Logistics Investments Ltd to form AMB China Logistics Venture I. The JV’s overall equity commitment is US$588 million, of which AMB will contribute US$88 million. The JV’s investment strategy is to develop, acquire, own, operate and dispose of logistics properties in key markets in China. Partners Tan Su May, Long Jek Aun, Danny Tan and Sunit Chhabra led the transaction.

Allens Arthur Robinson is advising Leighton Holdings Ltd (Leighton) in respect of its equity capital raising by way of entitlement offer, announced in 11 April 2011. The raising is a fully underwritten one-for-nine pro-rata accelerated renounceable entitlement offer of new Leighton ordinary shares at an offer price of A$22.50 (US$23.60) per new share to raise approximately A$757 million (US$795m). The proceeds will be used to strengthen Leighton’s balance sheet, provide financial flexibility to pursue growth opportunities, and support investment grade credit rating metrics. Partners Ewen Crouch, Andrew Finch and Vijay Cugati led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co is advising Areva T&D India Ltd in respect of its internal restructuring to demerge its distribution business into Smartgrid Automation Distribution and Switchgear Ltd, a wholly owned subsidiary of the company, in terms of a scheme of arrangement for demerger under Section 391 – 394 of the Companies Act, 1956. Bansi S. Mehta & Co is the valuer for this proposed scheme of arrangement. The proposed restructuring, which was approved by the board of directors in 11 April 2011, is expected to be achieved by end of 2011.

AZB & Partners has advised Tak Machinery and Leasing Limited (TMLL) and the promoters in respect of the sale of 362,520 equity shares (representing 51.49 per cent of TMLL’s equity share capital) of TMLL held by the promoters to E-Ally Consulting (India) Private Limited and Shree Jaisal Electronics and Industries Limited (collectively, the purchasers); and the open offer by the purchasers to acquire up to 20 per cent of the shares of TMLL. The sale was valued at approximately US$1.9 million whilst the open offer was valued at approximately US$0.75 million. Partner Essaji Vahanvati led the transaction which was completed in 25 March 2011.

AZB & Partners has also advised Pfizer Inc in respect of the acquisition by Chester Holdings Sàrl (an affiliate of Kohlberg Kravis Roberts & Company) of the Capsugel business of Pfizer Inc, including a transfer of its entire shareholding in Capsugel Healthcare Ltd. The deal was signed in 4 April 2011 and is yet to be completed. Partner Srinath Dasari led the transaction which was valued at approximately US$ 2.37 billion.

Baker & McKenzie is advising global health care IT company iSOFT Group Ltd in respect of the takeover proposal from NYSE-listed Computer Sciences Corporation (CSC), a provider of technology-enabled business solutions and services, to be implemented via a scheme of arrangement announced in 1 April 2011. The scheme has an enterprise value of A$480 million (US$503.3m) and is dependent on approval by the Foreign Investment Review Board and EU merger clearance. Partner Steven Glanz is leading the transaction. Jones Day provided legal advice to CSC.

Baker & McKenzie GJBJ Tokyo Aoyama Aoki Koma Law Office has advised Tokyo Gas Co Ltd (Tokyo Gas) in respect of its recent purchase of an equity interest in the BG Group’s Queensland Curtis LNG Project and on its agreement to purchase 1.2 million metric tons of LNG a year starting in 2015 for 20 years from the project. The equity purchase comprised a 1.25 per cent interest in various coal seam gas tenements located in the Surat Basin and a 2.5 per cent equity interest in the mid-stream second liquefaction train located on Curtis Island. The second liquefaction train is expected to start operating in 2014. The LNG purchase contract sets a precedent as the first sales agreement for the supply of LNG sourced from coal seam gas to Japan. Paul Davis, Ian Gordon, Colin Cook, Anne Hung and Rebecca Angus-Smith led the transaction. Mallesons Stephen Jaques acted for BG Group.

Colin Ng & Partners has acted for Jian Huang Engineering Pte Ltd as vendor / lessee in respect of its sale and leaseback of industrial premises at 15A Tuas Avenue 18, Singapore to HSBC Institutional Trust Services (Singapore) Ltd, as trustee of Mapletree Logistics Trust. The deal was completed in under three weeks from receipt of documents from the purchaser’s solicitors in 11 March 2011 and involved advising the vendor on the deferral of the environment baseline study to post completion via a back-to-back undertaking to Jurong Town Corporation. Partner Ho Soo Lih led the transaction. WongPartnership acted for the purchaser.

Davis Polk has advised UBS Securities LLC, ING Bank NV Singapore Branch and Crédit Agricole Corporate and Investment Bank as representatives of the initial purchasers in respect of a Rule 144A and Regulation S notes offering by eAccess Ltd (a Japanese provider of mobile broadband services and wholesale provider of ADSL services), consisting of $420 million (US$335.8m) aggregate principal amount of 8.25 per cent senior notes due 2018 and €200 million (US$288.7m) aggregate principal amount of 8.375 per cent senior notes due 2018.
The offering is among the most significant high-yield debt offering from Japan in five years and the first Japanese global high-yield debt offering completed under Rule 144A. Partners Eugene C Gregor and John D Paton led the transaction. eAccess was advised by Shearman & Sterling and Anderson Mori & Tomotsune.

Davis Polk has also advised Citigroup Global Markets Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank as initial purchasers in respect of a US$350 million Regulation S offering by HKSE listed KWG Property Holding Ltd, a privately owned property developer in China, of its 12.75 per cent senior notes due 2016. Partners William F Barron and John D Paton led the transaction whilst Commerce and Finance Law Offices advised as to Chinese law. The issuer was advised by Sidley Austin as to US and Hong Kong law, Jingtian & Gongcheng as to Chinese law and Conyers as to BVI and Cayman Islands law.

Fangda Partners has represented Digital Sky Technologies, the Russian internet investment group, in respect of its US$500 million investment in Chinese e-commerce company 360buy.com. The firm’s team was led by partners Jeffrey Ding and Richard Guo.

Fangda Partners has also represented LaShou Group Inc, the largest bulk purchasing website operator in China, in respect of its series C financing of US$110 million. The firm’s team was led by partner Doris Tang.

Gide Loyrette Nouel has assisted International Finance Corporation (IFC), a member of the World Bank Group, and IFC Capitalization Fund in respect of their investment of up to US$182 million in equity and US$125 million in subordinated debt in Vietnam Joint Stock Commercial Bank for Industry and Trade (commonly known as VietinBank). The equity investment represents approximately 10 per cent of Vietinbank’s increased charter capital. VietinBank is the first state-owned Vietnamese bank to allow a strategic foreign investor to take an equity stake. The subordinated loan has been structured to qualify as ‘Tier II’ capital under new regulations in Vietnam. Partner Samantha Campbell led the transaction.

Harry Elias Partnership has advised Tata Chemicals Ltd in respect of the acquisition of a 25.1 per cent stake for US$290 million as a strategic investor in a port-based ammonia-urea fertiliser manufacturing complex in the Republic of Gabon, with the remaining stake being held by Olam International Ltd and the Republic of Gabon. The project has an estimated cost of US$1.3 billion and is envisaged to be one of the lowest cost urea manufacturing facilities globally. Partners S Suressh and Douglas Koh led the transaction.

HopgoodGanim has advised gold exploration company Navaho Gold in respect of its ASX listing and IPO to raise A$9 million (US$9.4m). The funds raised will be used for exploration of gold and gold-silver projects in Queensland, Australia and Nevada, USA. The IPO was fully underwritten by Bizzell Capital Partners. Prior to its IPO, Navaho Gold was a subsidiary of resource project investment company D’Aguilar Gold.

IndusLaw has represented ASM Technologies Ltd (ASM) in respect a definitive agreement to acquire 100 per cent of US-based Abacus Business Solutions Inc (Abacus) in an all cash deal. As part of the deal, ASM will offer to acquire all of the outstanding stock of Abacus through ASM`s wholly owned Singapore subsidiary, Advanced Synergic Pte Ltd. The acquisition gives ASM an opportunity to expand its offerings to a larger ERP client base in the US whilst ASM’s Center of Excellence in India provides complimentary solutions for Abacus`s clients to leverage and manage their enterprise applications. Partner Suneeth Katarki led the transaction.

J Sagar Associates has advised specialty chemicals manufacturer Rhodia Group in respect of its acquisition by way of slump sale (through its wholly owned subsidiary, Rhodia Polymers & Specialties India Private Ltd) of the polymer compounding business of PI Industries Ltd at Panoli, Gujarat. Partners Sandeep Mehta and Ashoo Gupta led the transaction. PI Industries Ltd was advised by Neo Juris, a New Delhi based law firm.

Khaitan & Co has acted as domestic legal counsel for the underwriters in respect of PTC India Financial Services Ltd’s IPO for approximately US$ 97 million. Partner Sharad Vaid led the transaction.

Khaitan & Co has also acted as domestic legal counsel for EIH Ltd, one of the largest and most well-known hospitality groups in India, in respect of its rights issue for approximately US$ 248 million. Partner Vibhava Sawant led the transaction.

Kim & Chang has acted for VOGO Investment (VOGO) in respect of its acquisition, through two funds it established, of a 44 per cent stake in Tong Yang Life Insurance Co Ltd from Tong Yang Financial Services Corp, Tong Yang Capital and Tong Yang Securities Inc (collectively, Tong Yang Affiliates), for approximately KRW 852 billion (US$782m). As part of the transaction, Tong Yang Affiliates acquired a call option to purchase shares of Tong Yang Life Insurance from VOGO. Young Man Huh, Myoung Soo Cho and Ki Seok Jang led the transaction.

Kim & Chang has also acted for the offshore lenders in respect of a ship financing deal for SK Shipping Co Ltd for two vessels to be built by HHI yard. The deal was run and mandated by Shinhan Bank, Kookmin Bank Natixis HK and ABN AMRO Bank HK for selected lenders. The deal is significant because, legally, a Korean private equity fund (PEF) was utilised and structured to invest around 95 per cent as shareholder of the two Panama SPC borrowers/owners; and, commercially, despite the waning ship finance market due to the continuing global financial situation, SK Shipping as the loan guarantor and its Singaporean affiliated company as bareboat charterer, were able to procure the sizeable pre-and-post-delivery financing to implement the deal vis-a-vis the innovatively schemed PEF structure. The transaction was led by Yoon Hi Sun, Jin A Myung and Sung Hwan Choi.

LS Horizon Ltd has advised Banpu Public Company Ltd in respect of the issuance and offering of 4 tranches of unsecured Thai Baht debentures due 2018, 2021, 2023 and 2026 respectively, in the total amount of Baht 15 billion (US$497m) in public offering with 4 underwriters, namely Bangkok Bank Public Company Ltd, Krungthai Bank Public Company Ltd, Kasikornbank Public Company Ltd and Siam Commercial Bank Public Company Ltd. Partner Khemajit Choomwattana led the transaction.

Latham & Watkins has represented Qihoo 360 Technology Co Ltd (Qihoo), a provider of internet and mobile security products in China, in respect of its IPO of approximately 12.1 million American Depositary Shares, representing about 18.1 million Class A ordinary shares, on the NYSE. UBS Investment Bank and Citi acted as joint bookrunners for the offering whilst Stifel Nicolaus Weisel and Cowen and Company acted as co-managers. The underwriters have purchased an additional of about 1.8 million ADSs to cover the over-allotment. The offering closed in 4 April 2011 and raised gross proceeds of approximately US$202 million after the greenshoes have been fully exercised. Qihoo’s shares more than doubled to US$34 after the company priced its US IPO at US$14.5 on 29 March 2011. The deal is reportedly the largest listing by a Chinese company in the US this year. The firm’s team was led by partners David Zhang and Eugene Lee.

Latham & Watkins is also advising Lashou.com (Lashou), a group-purchasing website based in China, in respect of the completion of its US$110 million series C financing announced in April 2011. The financing consortium was led by Milestone Capital as core investor, with participation from Richemont’s affiliates Reinet Fund SCA FIS and Remgro Ltd, along with existing investors that include GSR Ventures, Norwest Venture Partners and Tenaya Capital. Lashou has raised a total of US$166 million in venture capital, surpassing all other China-based group-buying companies in venture-backed financing. Partner David Zhang led the transaction.

Luthra & Luthra Law Offices has represented PVR Ltd, a player in the cinema exhibition business and operator of multiplexes in India, in respect of its alliance with IMAX Corporation, one of the world’s leading technology companies in the entertainment industry, to install and maintain digital IMAX ® theatre systems in four key locations in India. The agreement was announced in 30 March 2011 and its closing is subject to receipt of regulatory approvals. Partner Samir Dudhoria led the transaction.

Mori Hamada & Matsumoto has advised Sumitomo Mitsui Banking Corporation in respect of its acquisition of 41.2 per cent stake in Pocket Card Co Ltd (Pocket Card) from Promise Co Ltd (Promise). Pocket Card is a provider of personal loan guarantees, credit cards, and debt-collection services whilst Promise is engaged in the consumer finance industry. Total consideration for the acquisition was approximately JPY9 billion (US$107.58m). Partners Akira Marumo and Rintaro Shinohara led the transaction which closed in 31 March 2011.

Mori Hamada & Matsumoto has also advised Japan Airlines Co Ltd (JAL) in respect of its refinancing to complete its corporate reorganization. JAL commenced reorganization proceedings in January 2010, establishing a new record with the largest amount of indebtedness (JPY2.3 trillion or approximately US$27.5b) for a Japanese insolvency case involving a non-financial sector company. Upon approval of the plan by the creditors and the court, JAL raised equity capital in the amount of JPY350 billion (US$4.2b) by Enterprise Turnaround Initiative Corporation of Japan (ETIC) in 1 December 2010. JAL raised additional equity capital from eight investors in the amount of JPY13 billion (US$155.5m) in 15 March 2011. JAL then refinanced its financial debt in the amount of JPY255 billion (US$3b) under new loan documents entered into with 11 major Japanese banks. Immediately upon closing of the refinancing, the Tokyo District Court declared the completion of JAL’s corporate reorganization procedure effective as of 28 March 2011. The restructuring process heavily involved the Japanese government and was the first case in which ETIC has provided its support to a private company. Gaku Ishiwata, Akira Marumo and Hiroki Aoyama led the transaction which was valued at approximately JPY617 billion (US$7.4b).

Paul, Hastings, Janofsky & Walker has advised Rudong Ritai Infrastructure Development & Investment Co Ltd (Rudong Ritai) in respect of its US$230 million acquisition of equity interests in Rudong Yangkou Port Investment & Development Co Ltd (Rudong Yangkou Port) from Glory Well Ltd, a subsidiary of HKSE listed PYI Corporation Ltd. Rudong Ritai is a company wholly owned by the Rudong county government in Jiangsu, China whilst Yangkou Port is a Sino-foreign joint venture company that develops and operates the facilities of Yangkou Port, the sole deep-water seaport of Rudong county. The firm’s team was led by partners Jia Yan and David Wang.

Shook Lin & Bok’s Singapore office has acted for Cleartrade Exchange Pte Ltd, a multi-lateral electronic platform for OTC freight and commodity derivatives, in respect of the setting up of its operations in Singapore and regulatory applications. The Monetary Authority of Singapore has granted Cleartrade Exchange a status of recognised market operator. Cleartrade Exchange is expected to increase levels of market access, trade transparency and price discovery, speed of transactions and automation for interdealer brokers, traders and clearing members, and is believed to be the first of such venue for OTC cleared freight and commodity derivatives regulated in a major financial centre. Partner Tan Woon Hum led the transaction.

Shook Lin & Bok’s Singapore office has also acted as Singapore law counsel for the issuer, Yanlord Land Group Ltd (an investment holding company engaged in real estate development), in respect of the listing and quotation of US$400 million 10.625 per cent senior notes due 2018 on the SGX-ST. The notes have been fully placed to institutional and/or accredited investors. The firm also advised as transaction counsel on the Singapore law security package for the notes and other Singapore law aspects in connection with the note issue. Partners Gwendolyn Gn and Marilyn See advised on the transaction.

Wong & Partners has represented HSBC Bank Malaysia Berhad in respect of the banking facilities of RM146.15 million (US$48.23m) granted to Hamzah Kwong-Hing Realty Sdn Bhd. Partner Mark Lim led the transaction.

Wong & Partners has also advised the joint lead managers, CIMB Investment Bank Berhad and HSBC Amanah Malaysia Berhad, in respect of a RM600 million (US$198m) issuance of Sukuk Murabahah by TTM Sukuk Berhad, a wholly-owned subsidiary of Trans Thai-Malaysia (Thailand) Ltd. The deal represents the first time ever that a Thai company mobilized funds through Islamic financial instruments outside Thailand. Partners Azizul Azmi Adnan (Wong & Partners), Viroj Piyawattanametha (Baker & McKenzie Thailand) and Paul Elliott (Baker & McKenzie.Wong & Leow) led the transaction.

WongPartnership has acted for the shareholders of Capital Square Pte Ltd (which owns Capital Square, a Grade A office development in Singapore), in respect of the sale of Capital Square Pte Ltd to Street Square Pte Ltd, a joint venture between Alpha Investment Partners Ltd and NTUC Income Insurance Co-operative Ltd, for approximately S$889 million (US$712m). The deal is believed to be the biggest office transaction in Singapore year to date. Partners Low Kah Keong, Angela Lim and Hui Choon Yuen acted on the matter.

WongPartnership has also acted as transaction counsel for a syndicate of 16 banks (comprising 14 offshore banks and two local banks), in respect of a US$200 million syndicated multicurrency revolving loan facility to Hyflux Ltd, a Singapore incorporated company listed on the SGX. Partners Susan Wong and Choo Ai Leen acted on the matter.