|Akin Gump is advising Oppenheimer & Co Inc as financial advisor to the Special Committee of the Board of Directors of Feihe International in respect of Feihe’s going private merger transaction with Cayman Islands exempted company Diamond Infant Formula Holding Ltd (Holdco), Platinum Infant Formula Holding Ltd (Holdco’s wholly owned subsidiary and also a Cayman Islands exempted company), and Infant Formula Merger Sub Holding Inc, a Utah corporation and a wholly owned subsidiary of Infant Formula Merger Sub Holding. Pursuant to the merger agreement, Holdco will acquire Feihe for US$7.40 per share of the company’s common stock without interest, implying an equity value of Feihe of approximately US$147 million on a fully diluted basis. Feihe is one of the leading producers and distributors of premium infant formula, milk powder and soybean, rice and walnut products in China. Partners Gregory Puff and Zach Wittenberg are leading the transaction which is expected to close in the second quarter of 2013, subject to company shareholder approval.
Allens has acted as corporate counsel for Frequency Infrastructure Communications Assets Ltd and its related companies in respect of the £3.6 billion (US$5.37b) investment grade and high yield refinancing conducted by Arqiva (the leading operator of terrestrial TV, radio and wireless tower infrastructure in the UK), which counts Frequency Infrastructure as its largest shareholder. The refinancing of Arqiva’s existing debt was undertaken with the inaugural capital markets issuance of £750 million (US$1.12b) senior notes and £600 million (US$895.47m) junior notes, alongside £2.3 billion (US$3.43b) of committed bank facilities and a contribution of new capital by shareholders. The overall transaction is deemed to be the largest (and one of the fastest) infrastructure re-financings in the UK since the start of the global financial crisis and the largest whole-business securitisation outside of the regulated sector. Partner Wendy Rae led the transaction and Freshfields Bruckhaus Deringer also advised. Allen & Overy acted for Arqiva.
Allens has also advised one of China’s largest chemical suppliers, Sinochem International Corporation (Sinochem), in respect of its exclusive distribution agreement with world leading herbicide manufacturer, US-based Monsanto, for agricultural-use glyphosate (known commercially as roundup weedkiller) in Australia and New Zealand. The deal, which was signed on 1 March 2013, represents the Chinese state-owned enterprise’s first foray into the Australian market. Aside from acting on the exclusive distribution agreement with Monsanto, the firm also provided associated corporate advisory work in connection with the establishment of Sinochem’s Australian subsidiary. Partner Kate Axup led the transaction.
Appleby has acted as Bermuda counsel for GuoLine Overseas Ltd, a wholly-owned indirect subsidiary of Hong Leong Group, in respect of its proposed voluntary cash offer to privatise Guoco for US$1.1 billion by acquiring all issued shares of Guoco other than those it already holds. GuoLine Overseas intends to finance the cash required for the offer from a combination of debt financing provided by Standard Chartered Bank, which also acts as financial advisor to GuoLine Overseas, and internal cash resources. This deal marks the second largest privatisation of an HKSE-listed company in over a decade. Taking Guoco private will provide Hong Leong Group with greater control to support the future development of Guoco. Partner John Melia led the transaction whilst partner Jeffrey Kirk acted for Standard Chartered Bank. Freshfields, Slaughter and May and Linklaters advised on Hong Kong law for GuoLine Overseas, Guoco and Standard Chartered Bank, respectively.
Appleby has also acted as Cayman counsel for Oi Wah Pawnshop Credit Holdings Ltd in respect of its listing on the HKSE with gross proceeds of approximately HK$98 million (US$12.63m). Oi Wah is a financing service provider in Hong Kong mainly providing short-term secured financing, including pawn loans and mortgage loans.
Ashurst has acted as international legal counsel to Nomura and AAA Securities in respect of the Indonesian IPO of PT Steel Pipe Industry of Indonesia Tbk, the largest steel pipe manufacturer in Indonesia by production capacity. The transaction was the year’s first Indonesian IPO to be accompanied by an international offering. Partners Stuart Rubin and Jonathan Parry led the transaction.
AZB & Partners has advised Tata Technologies Ltd in respect of availing a secured SBLC facility aggregating up to approximately US$40 million from Citibank NA India to refinance certain indebtedness of its wholly owned subsidiary, Tata Technologies Inc USA. Partner Ashwin Ramanathan led the transaction which was completed on 25 February 2013.
Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised Computer Sciences Corporation in respect of its disposal of CSC Automated Pte Ltd and the Enterprise Solutions & Integration business of CSC Malaysia Sdn Bhd for an aggregate purchase price of US$90 million to Itochu and CTC. The team was led by partners Ai Ai Wong and Jon Worsfold.
Davis Polk has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and SEB Enskilda Inc as underwriters in respect of an SEC-registered Schedule B debt offering by KEXIM of US$500 million aggregate principal amount of its 1.75 percent notes due 2018. This is the debut “green bonds” offering by an Asian private issuer and follows prior such offerings by the World Bank and the Asian Development Bank. The net proceeds from the offering will be used by KEXIM to extend loans to support projects that promote the transition to low-carbon and climate-resilient growth. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partners Eugene C Gregor and John D Paton led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Shin & Kim as to Korean law.
Gilbert + Tobin has advised Silgan White Cap in respect of the A$4 million (US$4.12m) acquisition of Amcor Ltd’s business of manufacturing and selling twist top closures. Partner John Williamson-Noble led the transaction which was completed on 28 February 2013. Corrs Chambers Westgarth also advised on the deal.
Gilbert + Tobin has also advised Credit Suisse and Baillieu Holst as joint lead managers in respect of NewSat Ltd’s A$105 million (US$108.1m) placement, which formed part of its US$138 million capital raising. Partners Peter Cook, Neil Pathak and Janine Ryan led the transaction which was completed on 27 February 2013. HWL Ebsworth also advised on the deal.
Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has represented Credit Suisse (Singapore) Ltd, Deutsche Bank AG Singapore Branch and The Hongkong and Shanghai Banking Corporation Ltd, as the joint lead managers and joint book-runners, in respect of the issuance of US$500 million 7.75 percent senior secured notes due 2018 by PT Gajah Tunggal Tbk, Indonesia’s largest tire manufacturing company listed on the Indonesia Stock Exchange. The issue was carried out simultaneously with the tender offer and consent solicitation for the 2009 bonds which were successfully called and settled with all bondholders participating. Partner Rambun Tjajo led the team.
Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has also advised PT Indika Multi Daya Energi (a subsidiary of PT Indika Energi) in respect of the purchase of a 10 percent participating interest in the Southwest Bird’s Head Exploration Block in West Papua from Total E&P Indonesia West Papua.
Herbert Smith Freehills has advised First Gen Corp affiliate Energy Development Corporation (EDC), the world’s largest integrated geothermal producer, in respect of conditional contracts for the construction of the 87 MW Burgos Wind Farm in Ilocos Norte, Philippines – the largest wind farm in the Philippines that will generate electricity for more than a million households. Partner Toby Anderson led the transaction.
HSA Advocates has advised I‐S Iron Ore Pte Ltd, a Singapore based company engaged in investment holding and trading of iron ore, in respect of a 51:49 JV with Hyderabad-based Vijay Mining Private Ltd. The JV company, NSL Mining Resources India Pvt Ltd, apart from having two iron‐ore mines in Andhra Pradesh, is also operating a dry beneficiation plant and is about to start its first sophisticated wet beneficiation plant in Andhra Pradesh. Partners Ranjit Prakash and Harvinder Singh led the transaction.
Khaitan & Co has advised Ministry of Power and Department of Disinvestment, Ministry of Finance in respect of the sale of 9.5 percent of the paid up equity share capital of NTPC Ltd aggregating approximately US$2 billion through the stock exchange mechanism. India’s largest power company, NTPC was set up in 1975 to accelerate power development in India. Partners Sharad Vaid and Nikhilesh Panchal led the transaction.
Khaitan & Co has also advised Liberty Phosphate Group and its promoters in respect of the sale of controlling stake in Liberty Phosphate Ltd, Liberty Urvarak Ltd and Tungabhadra Fertilisers and Chemicals Ltd to Coromandel International Ltd for approximately US$52 million. Liberty Phosphate group is amongst India’s largest manufacturer of powdered and granulated single super phosphate. Partner Vaishali Sharma led the transaction.
King & Wood Mallesons has advised the West Australian-based mining company Independence Group NL (IGO) in respect of the establishment of a secured A$170 million (US$175.2m) multi-option facility agreement with National Australia Bank Ltd. The new facilities made available to IGO will provide financial flexibility to the company as it moves towards completion of the development of the landmark Tropicana gold project located in Western Australia. IGO is currently at the mid-point of moving from being a nickel producer to becoming a gold, nickel, copper, zinc and silver mining company. Partner Nicholas Creed led the transaction.
King & Wood Mallesons has also acted for Goodman in respect of the formation of a co-ownership arrangement between Goodman Hong Kong Logistics Fund (GHKLF) and DP World, one of the world’s largest container terminal operators. The transaction will provide GHKLF with a 25 percent ownership interest in the ATL Logistics Centre Hong Kong, the world’s largest logistics facility, and an ownership interest in CSX World Terminals Hong Kong, located at Hong Kong’s Kwai Tsing Port. Partner Hayden Flinn, assisted by partner Paul McBride, led the transaction. The firm further advised on a related US$300 million capital raising from GHKLF’s investors and other financing arrangements. The share purchase agreement was signed on 7 March 2013 and the transaction is expected to close in the next two-three months.
Maples and Calder has acted as Cayman Islands counsel to Far East Consortium International Ltd (FEC) in respect of the launch of its first-ever straight bond offering of RMB1 billion (US$160.88m) 5.875 percent bonds due 2016, the first corporate issue of a dim sum bond after the Lunar New Year. FEC is a leading conglomerate in the Asia Pacific region with core businesses in property development, hospitality and car park operations. Barclays Bank PLC, Deutsche Bank AG Singapore Branch, Credit Suisse (Hong Kong) Ltd and CITIC Securities Corporate Finance (HK) Ltd were the joint lead managers whilst DB Trustees (Hong Kong) Ltd was the trustee. Partner Jenny Nip led the transaction whilst Reed Smith Richards Butler acted as Hong Kong counsel. Linklaters acted for the joint lead managers and the trustee.
Norton Rose has advised Shun Tak Holdings Ltd in respect of the establishment of a US$1 billion guaranteed medium term note program and the initial issuance of US$400 million 5.7 percent guaranteed notes due 2020 under the program. The dealers for the transaction were HSBC and Crédit Agricole. Shun Tak was listed on the HKSE in 1973 and is principally engaged in the property, transportation, hospitality and investment businesses in Hong Kong and Macau. Partners Ji Liu and Liza Lee led the transaction.
Paul Hastings is representing Samsung Electronics, a world leader in advanced semiconductor solutions, in respect of its ¥10.4 billion (US$110m) investment representing 3 percent equity interest in Sharp Corporation, the Japanese manufacturer of electronics goods and components, including liquid crystal displays. The parties entered into a definitive agreement on 6 March 2013 and expect to close the transaction, which marks the first capital tie-up between the two major consumer electronics makers, after satisfying regulatory procedures. Partners Daniel Sae-Chin Kim and Hajime Kanagawa are leading the transaction.
Paul Hastings has also represented Singapore-based leading real estate development, investment and capital management company Mapletree Investments Pte Ltd (Mapletree) as sponsor and Mapletree Greater China Commercial Trust Management Ltd as manager in respect of the US$1.3 billion IPO of Singapore-based REIT Mapletree Greater China Commercial Trust (MGCCT). The successful closing of this transaction marks the largest-ever REIT IPO in Singapore. MGCCT is the fourth REIT sponsored by Mapletree, which comprises of two commercial assets, including Festival Walk shopping center in Hong Kong and the Gateway Plaza office complex in Beijing. Citigroup, Goldman Sachs, DBS and HSBC were the joint book-runners on the offering. Partner Vivian Lam led the transaction.
Rajah & Tann has advised Itochu Techno-Solutions Corporation and Itochu Corporation in respect of the sale and purchase of the enterprise solutions and integration (ESI) business in Singapore and Malaysia by the CSC group to the Itochu group. For the Singapore ESI business, the Singapore target company was acquired by the buyers. For the Malaysian ESI business, the sellers undertook a restructuring exercise to spin-off the relevant ESI business assets to a new company. The Buyers then acquired the new company. For the buyers, the transaction represents an expansion of its global operations into the South East Asian region. Partners Lim Wee Hann and Tan Chon Beng led the transaction whilst KCP, led by partner Yon See Ting, acted as Malaysian counsel. CSC group was represented by Baker & Mackenzie, Wong & Leow as transaction counsel and Wong & Partners as Malaysian counsel. The transaction, which is valued at US$90 million, is expected to complete this March 2013.
Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of Mapletree Greater China Commercial Trust (MGCCT), a real estate investment trust (REIT) linked to Temasek Holdings Private Ltd, in respect of the IPO and listing of MGCCT on the SGX-ST to raise gross proceeds of approximately S$1.68 billion (US$1.34b). MGCCT, which is Mapletree Investments Pte Ltd’s fourth REIT listed on the SGX-ST, will be the largest-ever REIT IPO in Singapore, making it a milestone listing on the SGX-ST. It is the largest IPO in Singapore since the IPO of Hutchison Port Holdings Trust in 2011. MGCCT is also the first-ever REIT with commercial properties in both China and Hong Kong, presenting investors with the unique opportunity to participate in Greater China’s favourable investment climate. Partners Tan Woon Hum and Andrea Ng led the transaction.
White & Case has advised Wing Lung Bank Ltd and Cathay United Bank in respect of the US$50 million term loan in which they supported the chairman-led buyout of Feihe International. The buyout of the company was valued at US$147 million. NYSE-listed Feihe is one of the biggest producers of premium infant milk formula, milk powder, soybean, rice and walnut products in China. The financing for the buyout was signed on 3 March 2013.
White & Case has also advised China CITIC Bank International in respect of financing the US$340 million take-private of NASDAQ-listed 3SBio, a leading China-based biotechnology company focused on researching, developing, manufacturing and marketing biopharmaceutical products. The transaction was signed on 8 February 2013. Partner John Shum led the transaction whilst partner David Johansen provided US securities advice.
WongPartnership is acting for Phileo Capital Ltd in respect of its acquisition of a controlling 65.99 percent stake in HSR Global Ltd and Phileo’s mandatory unconditional cash offer for all the remaining ordinary shares in the issued and paid-up capital of the HSR. Partners Ng Wai King and Kenneth Leong led the transaction.
WongPartnership has also acted for DBS Bank Ltd, Malayan Banking Berhad Singapore Branch, Oversea-Chinese Banking Corporation Ltd (OCBC Bank), Standard Chartered Bank and United Overseas Bank Ltd (UOB Bank) as mandated lead arrangers in respect of the syndicated financing of S$750 million (US$600.7m) to Parkway Pantai Ltd. Partner Christy Lim led the transaction.
In-House Community Magazine – October 2021, including Cybersecurity and Data Protection Special Report 2021
In this edition, noting the ever-expanding risks of cyberattacks around the world we unpack how in-house counsel play a crucial part in preparing for and dealing with cyberattacks against their companies. We also reveal the details of Thailand’s comprehensive ...