Deals – 14 July 2011

Amarchand Mangaldas has advised Jain Group in respect of its acquisition of 100 per cent of the equity capital of Sumel Housing Finance Private Ltd from the existing shareholders. Partner Harry Chawla led the transaction.

AZB & Partners has advised Essar Communications Ltd and Essar Com Ltd in respect of the sale of their 22 per cent shareholding in VEL to Euro Pacific Securities Ltd, an affiliate of Vodafone International Holdings BV. The deal was completed on 1 July 2011 and was valued at approximately US$4.2 billion. Partner Shameek Chaudhuri led the transaction.

AZB & Partners has also advised Kokuyo S&T Co Ltd, a wholly owned subsidiary of Kokuyo & Co Ltd, in respect of its agreement to acquire approximately 30 per cent of the shareholding of Camlin Ltd and thereafter acquire up to a further 20 per cent by way of a take over offer. The deal was completed on 8 July 2011 and was valued at approximately US$47 million. This consideration above does not include the consideration for the purchase of equity shares as a part of the open offer, which could be up to US$ 33 million, assuming a maximum 20 per cent of the shareholding is tendered in the open offer. Partner Alka Nalavadi led the transaction.

Colin Ng & Partners has advised Catalist listed Equation Corp Ltd (Equation) in respect of the US$3 million acquisition of three vessels by its subsidiary, Equation Resources Pte Ltd (ERPL), from Fulink Investment Pte Ltd (Fulink) in consideration for the placement of approximately 74.4 million shares in Equation to Fulink. The deal was completed on 30 June 2011. ERPL, whose core business is in the supply and trading of construction materials, will deploy the vessels for the transport of construction materials from overseas to Singapore or to provide transport for third party goods. Partner Gregory Chan led the transaction.

De Brauw Blackstone Westbroek has advised Zhejiang Youngman Lotus Automobile Co Ltd (Youngman) in respect of its joint venture with Swedish Automobile NV and Pang Da Automobile Trade Co Ltd. The transaction involved the subscription for new shares in Swedish Automobile by Youngman and Pang Da, and the shareholders agreement among Youngman, Victor Muller and Pang Da. The deal became public on 4 July 2011 and was valued at more than €5 million (US$7m). Partners Paul Cronheim and Martin van Olffen led the transaction whilst Zhonglun W&D acted as Chinese counsel. Allen & Overy advised Swedish Automobile NV and Victor Muller whilst Linklaters advised Pang Da.

DLA Piper has advised Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI) and commercial bank lenders in respect of a US$1.5 billion advance pay structured financing facility to Venezuela’s national oil company, Petroleos de Venezuela SA (PDVSA). The deal, which was signed on 28 June 2011, relates to two projects in Venezuela: the El Palito Refinery and Puerto La Cruz Refinery projects. The financing will be secured by revenues from long term offtake agreements for oil and oil products by Japanese trading houses led by ITOCHU Corporation and Mitsubishi Corporation. Partner David Robbins led the transaction. The trading houses were represented by Milbank, Tweed, Hadley & McCloy and Rodriguez & Mendoza whilst PDVSA was represented by Arnold & Porter. Venezuelan counsel for the senior lenders was Caracas based D’Empaire Reyna Abogados led by partner Carlos Omana.

Fangda has acted as PRC counsel for the underwriters (composed of Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corporation Ltd, Morgan Stanley Asia Ltd and several other underwriters) in respect of the IPO of Samsonite International SA (Samsonite) in Hong Kong and Rule 144A /Regulation S offering of approximately 671.2 million ordinary shares. Samsonite is one of the world’s largest travel luggage companies with a 100-year heritage. The deal size is approximately HK$9.73 billion (US$1.25 billion), excluding the full exercise of the over-allotment option. The firm’s team was led by partner Jeffrey Ding.

Herbert Smith has advised the arrangers in respect of one of the US$800 million dual-currency, six-year sales of future receipts from Salik, Dubai’s toll road system, to finance infrastructure projects across the Emirate. The mandated lead arrangers and bookrunners were Citi, Commercial Bank of Dubai, Dubai Islamic Bank and Emirates NBD. Citi was also the structuring advisor. The deal includes both a conventional and Islamic tranche. Syndication of the facilities occurred on 5 July 2011. Proceeds from the facilities will be used to support projects under the Roads and Transport Authority. Partners Matthew Job and Nadim Khan led the transaction.

Khaitan & Co has advised Kale Consultants Ltd (Kale) in respect of the sale of 49 per cent stake in privately held Synetairos Technologies Ltd to Chennai-based company Saksoft Ltd. Kale is a solutions provider to the global airline and travel industry. Partner Vaishali Sharma acted on the transaction.

Khaitan & Co has also advised Total SA France in respect of the sale of the coatings resins businesses of Cray Valley (Europe, Asia, South Africa) and Cook Composite Polymers (United States), as well as the photocure resins of Sartomer (Europe, United States, Asia) to Arkema SA France for over US$ 700 million. Arkema’s acquisition from Total has been approved by the antitrust authorities in all countries concerned and is now final. TOTAL SA is a French multinational oil and gas company and is the 3rd largest oil company in Europe whilst Arkema SA France is a global chemical company and one of France’s leading chemicals producers. Partner Rabindra Jhunjhunwala advised on the transaction.

Paul, Hastings, Janofsky & Walker has advised SGX listed Treasury China Trust, an owner, developer and manager of commercial real estate in China, in respect of its acquisition and financing of the Huai Hai Mall complex in Shanghai, China. Partner Joel Rothstein led the transaction.

Shook Lin & Bok’s Singapore office has advised Mitsubishi UFJ Securities International plc, the lead manager and dealer, in respect of F&N Treasury Pte Ltd’s issue of S$50 million (US$41m) floating rate notes due 2018 under its S$2 billion (US$1.64b) multicurrency medium term note programme. The notes were unconditionally and irrevocably guaranteed by Fraser & Neave Ltd. Partner Marilyn See led the transaction.

Stephenson Harwood has advised Pembroke Group Ltd in respect of the sale and leaseback of two A330-300 aircraft to Malaysian Airlines System Bhd (MAS). Pembroke is the aircraft leasing, financing and lease management subsidiary of Standard Chartered Bank (SCB). The financing for this transaction was solely arranged, underwritten and funded internally by SCB. The transaction represents the first sale and leaseback transaction between SCB and MAS. The sale and leaseback was structured over a 12-year period to provide MAS with flexibility in fleet planning, in line with its lease strategy. Partner Asheesh Das led the transaction.

Vinson & Elkins has represented SM Energy Company in respect of a joint venture transaction with a subsidiary of Mitsui & Co Ltd concerning the acquisition by Mtisui of a 12.5 per cent working interest in SM Energy’s non-operated Eagle Ford shale assets. SM Energy will be carried on 90 per cent of its drilling and completion costs in this acreage until US$680 million has been exhausted for the benefit of SM Energy. Partners Robin Fredrickson and Jeff Munoz led the transaction.

WongPartnership has advised Media Development Authority (MDA) in respect of a research collaboration investment agreement in the development of a new research centre for the enhancement of 3D technology funded by the Nanyang Technological University, MDA and Fraunhofer, one of Europe’s largest research organisations. Partner Lam Chung Nian acted on the matter.

WongPartnership has also acted for Asiawide Agri Holdings Pte Ltd in respect of its subscription for approximately 318.2 million preference shares in Riverina Oils & Bio Energy (Singapore) Pte Ltd (ROBE Singapore), representing approximately 24.75 per cent of the enlarged issued share capital of ROBE Singapore. Partners Andrew Ang and Dawn Law acted on the matter.