Deals – 14 November 2013

ATMD Bird & Bird has acted for ValueMax Group Ltd in respect of its IPO of 138 million shares on the SGX-ST at an offer price of S$0.51 (US$0.408) for each new share, raising a total of approximately S$70.4 million (US$56.37m). ValueMax is the first pawnbroking chain in Singapore to list on the Mainboard of the SGX-ST, creating a company with a capitalisation of S$280 million (US$224.2m). It has operations in Singapore and investments in Malaysia. Canaccord Genuity acted as the issue manager and underwriter. Partner Marcus Chow led the transaction whilst Tay & Partners, led by partner David Lee, advised as to Malaysian law.

Baker & McKenzie has advised Minh Phu-Hau Giang Seafood Processing Company (MPHG) in respect of the VND400 billion (US$19m) acquisition by Mitsui & Co. MPHG is the major processing subsidiary of Minh Phu Seafood Corporation (MPC). The deal involved the purchase of more than 30 percent of MPHG’s shares by Mitsui through a private placement, which led to the conversion of the corporate form of MPHG. MPC is one of the largest vertically-integrated Vietnamese shrimp processing companies and exporters which accounts for approximately 15 percent of the total exporting volume for Vietnam. The acquisition by Mitsui represents a milestone and marks a strong development in the 15-year long partnership between the two corporations. Partner Nguyen Hoang Kim Oanh led the transaction. Fraser’s Law Company advised Mitsui.

Baker & McKenzie has also advised DB Trustees (Hong Kong) Ltd, as the trustee of Hui Xian Real Estate Investment Trust (Hui Xian REIT), in respect of the HK$1.525 billion (US$147m) term loan facility for Hui Xian REIT. The proceeds will be used to fund the repayment of existing loan facilities and for general corporate funding needs. Hang Seng Bank Ltd acted as the coordinator and mandated lead arranger for the facility. Partner Jason Ng led the transaction. Mayer Brown JSM acted as Hong Kong counsel to the arrangers and the facility agent whilst Woo, Kwan, Lee & Lo acted as Hong Kong counsel to the company.

Cheung & Lee, in association with Locke Lord (HK) has advised Halcyon Capital Ltd as the sponsor and underwriter in respect of the HK$79.8 million (US$10.3m) IPO and listing on the HKSE of Mega Expo Holdings Ltd, a group engaged in management and organisation of trade exhibitions and provision of exhibition related services in Hong Kong. Partner Michael Fung led the Locke Lord team in the transaction which closed on 6 November 2013. Other firms which advised the company are Chiu & Partners (HK), Jingtian & Gongcheng (PRC), Conyers Dill & Pearman (Cayman) Ltd (Cayman Islands), Conyers Dill & Pearman (BVI), Stamford Law Corporation (Singapore), Dorsey & Whitney (US/Nevada), Hogan Lovells International (Germany) and Pepeliaev Group (Russia). The sponsor and underwriters were advised by King & Wood Mallesons as to PRC law.
 
Clayton Utz has acted for transport, infrastructure and logistics company Asciano in respect of its recent acquisition of the Newcastle-based bulk haulage and logistics services group Mountain Industries. The acquisition will support Asciano’s development of its pit to port logistics capability in key resources and export markets. Partner Simon Brady and Special Counsel Simone Whetton led the transaction.

Clifford Chance has advised ASX and TSX-listed Alacer Gold Corp, a leading intermediate gold mining company, in respect of the sale of its Australian gold mining operations to Australian company Metals X Ltd. The sale now allows Alacer to focus on its low-cost Çopler gold mine and exploration operations in Turkey. All of Alacer’s former Australian subsidiaries (which together held 100 percent interest in the Higginsville and South Kalgoorlie mines and processing operations in Western Australia) were included in the sale. Partner Justin Harris, with partner Paul Vinci, led the transaction. The firm also advised on the merger of gold producer Avoca Resources and TSX-listed Anatolia Minerals by schemes of arrangement to create Alacer Gold Corp in 2010.

Clifford Chance has also advised Asahi Glass Co Ltd and Mitsubishi Corporation in respect of their acquisition of a majority stake in a Vietnamese polyvinyl chloride (PVC) company, Phu My Plastics & Chemicals Co Ltd, from Petronas Chemicals Group Berhad. Asahi Glass and Mitsubishi will jointly acquire all of Petronas’ current 93.11 percent stake in the company. Asahi Glass is one of the largest suppliers of chlor-alkali products in South East Asia. Partner Andrew Whan led the transaction which was signed on 6 November 2013.

Davis Polk has advised Goldman Sachs (Asia) LLC, JP Morgan Securities plc, Deutsche Bank AG Singapore Branch and China Merchants Securities (HK) Ltd as the initial purchasers in respect of a Rule 144A/Regulation S offering by Evergrande Real Estate Group Ltd of US$1 billion aggregate principal amount of its 8.75 percent senior notes due 2018. HKSE-listed Evergrande Real Estate Group is one of the largest national property developers in China. Partner William F Barron led the transaction. Evergrande Real Estate Group was advised by Sidley Austin.

Davis Polk has also advised JP Morgan Securities LLC as the initial purchaser in respect of a Rule 144A and Regulation S offering by Ctrip.com International Ltd of US$800 million 1.25 percent convertible senior notes due 2018, which included US$100 million pursuant to a fully exercised overallotment option. Nasdaq-listed Ctrip.com is a leading travel service provider for hotel accommodations, ticketing services, packaged tours and corporate travel management in China. The firm also advised JPMorgan Chase Bank, National Association London Branch as counterparty to bond hedge and warrant transactions with Ctrip.com in connection with the convertible notes offering. Partners James C Lin, John M Brandow, Mark M Mendez and Michael Farber led the transaction. Ctrip.com was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Commerce & Finance Law Offices as to PRC law, Maples and Calder as to Cayman Islands law and British Virgin Islands law, Li & Partners as to Hong Kong law and Tsar & Tsai Law Firm as to PRC law.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised Mapfre International in respect of the acquisition of an initial 20 percent stake in Indonesian insurance company PT Asuransi Bina Dana Arta Tbk. This transaction is the first insurance transaction where the target was a publicly listed company. Partner Iqbal Darmawan led the transaction.

Khaitan & Co has advised Mahindra & Mahindra in respect of instituting a suit before the Bombay High Court against Haryana-based M and M Auto Industries Ltd for infringement of trade mark and for passing off action for a similar trademark “M and M”. The Court restrained the defendant from permanently using the infringing mark. Adheesh Nargolkar acted on the transaction.

Khaitan & Co has also advised Indiabulls Housing Finance Ltd in respect of the securitisation of portfolio of priority sector loans (mortgage backed loans) of an aggregate amount of approximately US$47 million originated by Indiabulls Housing Finance Ltd and investment by ICICI Bank Ltd in the pass through certificates issued by the securitisation trust. Partner Shishir Mehta led the transaction.

Latham & Watkins has acted as Hong Kong law and US law counsel for Huishang Bank Corporation Ltd, the largest city commercial bank in Central China in terms of total assets, loans and deposits, in respect of its listing on the HKSE on 12 November 2013. Huishang Bank offered approximately 2.6 billion shares (subject to the over-allotment option), of which approximately 2.35 billion shares are international offer shares (subject to the over-allotment option) and approximately 261 million shares are Hong Kong offer shares, raising approximately US$1.2 billion prior to the over-allotment option. UBS AG Hong Kong Branch, CITIC Securities Corporate Finance (HK) Ltd, JP Morgan Securities (Asia Pacific) Ltd, Morgan Stanley Asia Ltd, BOCI Asia Ltd and Haitong International Securities Company Ltd are the joint global coordinators. Partners Cathy Yeung, Michael Liu, Eugene Lee and Samuel Weiner led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Renren Inc in respect of the sale of a 59 percent stake in Nuomi Holdings Inc to Baidu Inc, a deal value reportedly worth US$160 million. Nuomi, a wholly-owned subsidiary of social network company Renren, is an e-commerce website operator offering mainly group-buying and local information services online. Partner Greg Knowles led the transaction whilst K&L Gates acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Baidu.
 
Maples and Calder has also acted as Cayman Islands counsel to NQ Mobile in respect of its issue of US$172.5 million 4 percent senior convertible notes due 2018. Nasdaq-listed NQ Mobile, a leading global provider of mobile internet services, anticipates using the proceeds for general corporate purposes, including working capital needs and potential acquisitions of complementary businesses. Partner Greg Knowles also led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Deutsche Bank and Morgan Stanley, the joint lead managers, were advised by Davis Polk & Wardell as to US law.
 
Morgan Lewis has advised Al Madina Investment in respect of the arrangement of the first corporate sukuk (Islamic bond) in Oman for Tilal Development Company (TDC). The sukuk has an issue size of OMR50 million (US$130m) and is based on the Ijarah structure. As an obligor in the structure, TDC has registered a special purpose vehicle in Oman under the name of Modern Sukuk to facilitate the issuance. Proceeds will be utilised in the expansion of TDC’s flagship project, the mixed-use development Tilal Complex. Partner Ayman Khaleq led the transaction.

Norton Rose Fulbright’s Singapore and Almaty offices are advising Beijing-based private equity fund HanHong Private Equity in respect of its definitive agreement to acquire Kazakh oil and gas assets from the Tethys Petroleum Group. Through this transaction, SinoHan Oil and Gas Investment, part of HanHong Private Equity, will acquire a 50 percent interest (plus one share) in Tethys Kazakhstan SPRL, a wholly owned subsidiary of Tethys Petroleum Ltd, for an initial consideration of US$75 million. The deal involves additional performance bonuses of up to US$30 million based on incremental discovery of reserves, and sharing of excess profit at any exit by SinoHan from the project. Completion of the transaction is conditional on, among others, certain Kazakh State approvals. Tethys Petroleum is an oil and gas exploration and production company currently focused on Central Asia, and dual-listed on the London Stock Exchange and the Toronto Stock Exchange. Partner Alex Cull, with partner Tatiana Muratova, led the transaction. Tethys Petroleum Group was advised by its general counsel, Ian Philliskirk, supported by a team from Ashurst.

Rajah & Tann has advised United Overseas Bank Ltd (UOB), as the sponsor and underwriter, and Asiasons WFG Capital Pte Ltd, as the placement agent, in respect of the IPO and listing on the SGX-ST of AsiaPhos Ltd. After the IPO, AsiaPhos posted a market capitalisation of approximately S$200 million (US$160m). Headquartered in Singapore, the AsiaPhos group is the first SGX-ST listed mineral resources group which is solely focused on exploring and mining phosphate in the PRC with the ability to manufacture and produce phosphate-based chemical products. Partners Cheng Yoke Ping and Teo Yi Jing led the transaction whilst Tian Yuan Law Firm advised as to PRC law. Shook Lin & Bok acted as solicitors to the IPO whilst King & Wood Mallesons advised the company on PRC law.

Rajah & Tann has also advised SGX Main Board-listed Grand Banks Yachts Ltd in respect of its 1 for 2 renounceable non-underwritten rights issue of shares to raise S$12.3 million (US$9.84m). Partners Chia Kim Huat and Lorena Pang led the transaction which was completed on 28 October 2013.

Shook Lin & Bok has acted for Hotel Properties Ltd (HPL) in respect of the joint venture between, inter alia, entities held by HPL, Grosvenor Ltd and Amcorp Properties Berhad to acquire land situated on Campden Hill, London from the Mayor and Burgess of the Royal Borough of Kensington and Chelsea, for development into luxury private apartments. Partners Robson Lee and Andrea Chee led the transaction.

Simpson Thacher’s Hong Kong and Beijing offices have represented the underwriters, led by Goldman Sachs (Asia) LLC and Deutsche Bank Securities Inc, in respect of the IPO and listing on the Nasdaq Global Market of American depositary shares (ADSs) of Qunar Cayman Islands Ltd, a leading search-based commerce platform for the travel industry in China. The offering of approximately 12.8 million ADSs (including approximately 1.7 million ADSs pursuant to the exercise of the underwriters’ over-allotment option), each representing three Class B ordinary shares, raised an aggregate of US$191.7 million. Leiming Chen, Kevin Zhang, Ying Zhang, Qi Yue, Jennie Getsin, Rob Holo, Jon Cantor and Adam Wells led the transaction.

Sullivan & Cromwell is representing electronics retailer Suning Commerce Group Co Ltd (China) in respect of entering, together with certain funds managed by Hony Capital (China), into a pending definitive share purchase agreement with Softbank Corporation (Japan), Softbank China Venture Capital Ltd (China), Bluerun Ventures LP (US), Draper Fisher Jurvetson Fund IX LP (US) and the management shareholders and other shareholders of Chinese internet video website PPLive Corporation (China) to acquire all shares held by such shareholders for approximately US$420 million in cash. Partners Garth Bray and Kay Ian Ng are leading the transaction.

Sullivan & Cromwell is also representing China Mengniu Dairy Company Ltd in respect of its US$212 million sale of shares of Yashili International Holdings Ltd to five investors, including Temasek and Hopu Fund. Partners Kay Ian Ng and Gwen Wong are leading the transaction which was announced on 11 November 2013.

WongPartnership is acting for the Pan Pacific Hospitality Pte Ltd, the indirect wholly-owned subsidiary of UOL Group Ltd, in respect of the conditional joint venture agreement with Shwe Taung Junction City Co Ltd and City Square Pte Ltd in relation to the formation of a joint venture company in Myanmar for acquiring, constructing, developing and/or managing a hotel to be situated in the prime city centre of Yangon, Myanmar. Partner Owyong Eu Gene advised on the matter.

WongPartnership is also acting for Cordlife Group Ltd in respect of its private placement of shares. Partners Karen Yeoh and James Choo led the transaction.