|Allen & Gledhill LLP has advised Dolphin Acquisitions Pte Ltd (Dolphin) in respect of its proposal to privatise Soilbuild Group Holdings Ltd (Soilbuild) by way of a voluntary delisting from the Official List of the SGX. Under the delisting, Dolphin will offer S$0.80 (US$0.62) in cash per share to all the shareholders of Soilbuild, other than the shares already held by Dolphin, its related corporations or their respective nominees. In addition, Dolphin will make an offer for the free detachable warrants which were issued by Soilbuild as part of its rights issue of new shares. The deal is valued at approximately S$425 million (US$328m). Partners Andrew Lim and Christopher Koh led the transaction. WongPartnership LLP, led by partners Mark Choy and Quak Fi Ling, advised Soilbuild Group Holdings Ltd.
Allen & Gledhill LLP has also advised Golden Concord Asia Limited in respect of the completion of the secondary placement of 120.5 million existing ordinary shares in the capital of Overseas Union Enterprise Limited. The placement raised gross proceeds of S$337.4 million (US$261m). The underwriters for the placement were CIMB Securities (Singapore) Pte Ltd, Credit Suisse (Singapore) Limited, Merrill Lynch (Singapore) Pte Ltd, Morgan Stanley Asia (Singapore) Pte and Standard Chartered Securities (Singapore) Pte Limited. Partners Tan Tze Gay, Yeo Wico and Lim Wei Ting led the transaction.
AZB & Partners has advised Axis Bank Limited, acting through its Dubai International Financial Centre branch, in respect of the establishment of a program for the issuance of commercial paper notes in the United States of America, which are fully supported by a direct-pay letter of credit in an amount up to US$200 million. Partner Shameek Chaudhuri acted on the transaction, which closed on 4 October 2010.
AZB & Partners has also advised Tata Steel Limited in respect of the refinancing of the £3.53 billion (US$5.6b) loans it obtained in Tata Steel UK Holdings (Tata Steel UK) to replace the debt used to buy Corus Group Plc in 2007. The refinancing consists of a five-year term loan of about £1.8 billion (US$2.86b); a £1 billion (US$1.6b), seven-year term loan; and £690 million (US$1.1b) five-year revolving credit line. Tata Steel UK had originally borrowed £3.6 billion (US$5.7b) of loans in 2007 for the US$12.9 billion acquisition of Corus. Partner Shameek Chaudhuri again led the transaction, which was completed on 7 October 2010.
Baker & McKenzie has advised Cheung Kong Infrastructure Holdings Limited (CKI) and its wholly-owned subsidiary, PHBS Limited (PHBS), in respect of the issue and offering by PHBS of 6.625 percent guaranteed perpetual capital securities, which are issued in an initial aggregate principal amount of US$1 billion and are guaranteed on a subordinated basis by CKI. The securities are listed on the HKSE by way of selectively marketed debt securities, and are accepted for clearance through Euroclear and Clearstream. The securities are perpetuals with no fixed final redemption date, and carry coupon deferral features. JP Morgan acted as the sole bookrunner and structuring adviser whilst Deutsche Bank acted as the trustee, registrar, paying agent and transfer agent. The firm’s advisory team was led by Hong Kong-based partner Milton Cheng.
Clayton Utz is advising the joint lead managers, consisting of Credit Suisse, Merrill Lynch, Goldman Sachs, RBS and UBS, in respect of the IPO of Queensland Rail’s (QR) coal freight business. The float is the second largest in Australia’s history and is expected to raise up to AU$5 billion (US$4.94b). Corporate partners Stuart Byrne and Tim Reid are leading the firm’s advisory team.
Davis Polk & Wardwell LLP has advised Sunac China Holdings Limited (Sunac), an integrated property developer in China, in respect of its HK$2.6 billion (US$336m) global offering of 750 million shares. The shares are listed on the HKSE and were offered through a public offering in Hong Kong and an international offering in reliance on Rule 144A and Regulation S. The firm’s advisory team included partners Show-Mao Chen and John D Paton. Sunac was also advised by Norton Rose as to Hong Kong law, Jun He Law Offices and Jincheng Tongda & Neal Law Firm as to PRC law, and Conyers Dill & Pearman as to Cayman Islands law. Meanwhile, Paul, Hastings, Janofsky & Walker advised Deutsche Bank AG Hong Kong Branch as the sole sponsor, and Deutsche Bank and Goldman Sachs (Asia) LLC as the joint global coordinators, bookrunners and lead managers. Partners Raymond Li, Sammy Li, Neil Torpey and Steve Winegar composed the firm’s advisory team.
DLA Piper has advised Ping An Health Insurance Company of China Limited – the health insurance subsidiary of China’s second-largest insurer, Ping An Group Company of China Limited – in respect of a proposed 20 percent acquisition from Discovery Holdings Limited (Discovery), South Africa’s largest private health insurer. The proposed investment, which involves a cash investment of approximately US$28 million (RMB190m), will be one of the first JVs involving a foreign insurer in a Chinese health insurance company. The firm’s team was led by partners Mabel Lui and Kit Kwok.
Fried, Frank, Harris, Shriver & Jacobson has represented Merrill Lynch Far East Limited as placing agent in respect of the top-up placement of 28.5 million shares of Vinda International Holdings Limited (Vinda), a leading manufacturer of tissue paper products in China, and the secondary placement of 4 million shares by certain shareholders of Vinda, for total aggregate proceeds of approximately US$40 million. The ordinary shares of Vinda are listed on the HKSE. The firm’s advisory team was led by corporate partners Victoria Lloyd and Joshua Wechsler.
Herbert Smith has advised Maoye International, a Hong Kong-listed leading department store chain in China, in respect of its HK$1.17 billion (US$150m) Regulation S offering of 5-year convertible bonds due 2015. The convertible bonds will be listed on the SGX and convertible into Hong Kong listed shares. JP Morgan was the sole bookrunner and arranger of this transaction. The firm’s advisory team was led by Tom Chau and Kevin Roy.
HopgoodGanim has acted for Meridien Retirement Living (Meridien) in respect of the cessation of its four-year retirement sector joint venture with AMP Capital. The transaction saw investment bank JPMorgan provide A$95 million (US$93.5m) by way of mezzanine and convertible facilities, allowing Meridien’s existing debt facilities to be refinanced. The value of Meridien’s retirement portfolio of assets is around A$700 million (US$689m). Partners Luke Mountford and Paul Cullen led the transaction.
Khaitan & Co has advised Great Eastern Energy Corporation Limited (GEEC) in respect of the admission of Standard Listing on the official list and to trading on the London Stock Exchange of more than 116 million global depository receipts of GEEC. The GDRs, which were previously listed on the AIM market of the London Stock Exchange, were simultaneously delisted from AIM. Partner Vibhava Sawant led the transaction.
Khaitan & Co has also advised Mashreqbank psc (Mashreq) – the largest private (non-government) bank headquartered in the UAE with operations in Kuwait, Egypt, Oman, Qatar, India, Bahrain, Hong Kong, USA & UK – in respect of agreements with WNS Global Services (WNS), one of the leading BPO companies in the world. The agreements concern a wide variety of BPO services to be provided to Mashreq by WNS, and the deal represents one of the first offshoring deals by a West Asian bank. Partner Murali Neelakantan led the transaction.
Kim & Chang has represented POSCO in respect of its acquisition of 68 percent of common stock in Daewoo International Corporation (Daewoo), the number one trading company in Korea in terms of export volume. The stock, priced at KRW3.37 trillion (US$3b), was purchased from nine major Daewoo shareholders, including KAMCO, on 20 September 2010. The transaction was led by Han Woo Park, Kyung Hee Choi and Han Kyu Kim.
King & Wood has acted as PRC counsel to Winsway Coking Coal Holdings Ltd (Winsway), a major supplier of imported coking coal with mining operations in China and Mongolia, in respect of its listing on the HKSE on 11 October 2010. Winsway issued 990 million shares at a fixed price of HK$3.70 (US$0.48) per share, raising nearly HK$3.7 billion (US$477m). Winsway is the first firm headquartered in the British Virgin Islands to list in Hong Kong following the HKSE’s approval of Virgin Islands listings last December. Jing Gang led the transaction.
Latham & Watkins has represented Morgan Stanley, Credit Suisse and BofA Merrill Lynch as underwriters in respect of the IPO of Ming Yang Wind Power, China’s leading and fast-growing wind turbine manufacturer. The US$350 million IPO comprised 25 million American depositary shares, representing 25 million ordinary shares, listed on the NYSE. The transaction priced on 30 September 2010 and closed on 6 October 2010. The firm’s advisory team was led by Hong Kong partners David Zhang and Eugene Lee.
Latham & Watkins is also acting as Hong Kong and US counsel to Suntien Green Energy, a leading clean energy company in Northern China with operations mainly in natural gas supply and generation of wind power, in respect of its IPO of more than 1 billion H shares listed on the HKSE. The IPO included an international offering (144A/Reg S) of approximately 969.2 million H shares, and a Hong Kong offering of approximately 107.7 million H shares. Macquarie Capital and Morgan Stanley acted as bookrunners and global coordinators to the transaction, which is expected to close on 13 October 2010. The IPO is expected to raise up to HK$3.3 billion (US$425m) if the over-allotment option is fully exercised. The firm’s advisory team was led by partners Cathy Yeung, Michael Liu and Allen Wang.
Lee & Ko has represented a consortium of five Korean companies – Korea Resources Corporation, LS-Nikko Copper, Hyundai Hysco, SK Networks and Iljin Copper Foil – in respect of the project financing for a major copper mining interest located at Baja California Sur, Mexico (the El Boleo Project). The sponsors for the El Boleo project are the Korean consortium and Baja Mining Corporation, a major Canadian mining company. Credit facilities in the aggregate amount of US$759 million will be extended by multi-lateral agencies, ECAs and commercial banks, namely US Eximbank, Export Development Canada, Korea Development Bank, and a syndication of international banks. The financing and security documents were signed in September 2010. Partners Eun Jai Lee and Tom Shin led the advisory team.
Maples and Calder has acted as Cayman and BVI counsel to AIM-listed China Medical System Holdings Limited (CMS), a leading China-based pharmaceutical services company, in respect of its global offering and listing on the HKSE of 200 million shares, and the issue and sale of up to 20 million shares on the exercise of an over-allotment option at an offer price of HK$5.06 (US$0.65) per share. Partner Greg Knowles led the firm’s advisory team. Meanwhile, Jackson Woo & Associates in association with Ashurst Hong Kong acted as Hong Kong counsel, Ashurst Hong Kong advised as to US and English laws, and Zhong Lun Law Firm acted as PRC counsel to CMS. Hogan Lovells, led by partner James Fong, acted as Hong Kong and US counsel to UBS AG Hong Kong Branch as the sole sponsor, global coordinator, bookrunner and lead manager, whilst Commerce & Finance Law Offices acted as PRC counsel to the sponsor and underwriters.
Maples and Calder has also acted as Cayman counsel to Besunyen Holdings Company Limited (Besunyen), one of the leading providers of therapeutic tea products in China, in respect of its global offering and listing on the HKSE of approximately 420.3 million shares, and the sale of approximately 63 million shares on the exercise of an over-allotment option at an offer price of HK$3.12 (US$0.40) per share. Credit Suisse (Hong Kong) Limited and Morgan Stanley Asia Limited are joint global coordinators, joint bookrunners, joint sponsors and joint lead managers. The firm’s advisory team was again led by partner Greg Knowles, whilst O’Melveny & Myers acted as Hong Kong and US counsel and Global Law Office acted as PRC counsel to Besunyen. Shearman & Sterling advised the joint sponsors and underwriters as Hong Kong and US counsel, whilst Commerce & Finance Law Offices acted as PRC counsel.
Mayer Brown JSM has advised LaSalle Investment Management (LSIM) in respect of the sale of a residential site in Tai Hang, Hong Kong. LSIM, through a Hong Kong company, sold a bare site at Nos. 3, 5, 5A, 7, 7A, 9 and 11 Warren Street in Hong Kong and Nos. 1, 3, 5, 7, 9 and 11 Jones Street in Hong Kong, to a subsidiary of Wing Tai Properties Development Limited for a consideration of HK$713 million (US$91.9m). The 6,679-square-foot site provides a total gross floor area of approximately 67,398 square feet. The sale and purchase agreement was signed on 6 October 2010 and completion of the transaction is due on 8 November 2010. Partner Ellen Tsao led the transaction.
Milbank, Tweed, Hadley & McCloy LLP has represented the Democratic Socialist Republic of Sri Lanka in respect of its US$1 billion offering of 6.25 percent bonds due 2020, which closed in early October. Sri Lanka’s latest offering was underwritten by BofA Merrill Lynch, HSBC and The Royal Bank of Scotland. Partner Joshua M Zimmerman led the firm’s advisory team, whilst FJ & G de Saram provided Sri Lankan law advice. The initial purchasers – namely Banc of America Securities LLC, The Hongkong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland plc – were advised by a team from Davis Polk & Wardwell LLP, led by partner William F Barron, whilst Nithya Partners advised as to Sri Lankan law.
Mori Hamada & Matsumoto has advised The Juroku Bank Ltd (Juroku) in respect of its agreement to acquire Gifu Bank Ltd (Gifu) through a share swap agreement. As consideration for the transaction, Juroku will issue more than 15.2 million shares, valued at ¥284 (US$3.50) per share based on the closing price as of 27 September 2010. The implied equity value of the transaction is ¥4.33 billion (US$51.5m). The offer provides a discount of 9.7 percent, based on Gifu’s closing share price on 27 September 2010 of ¥2,800 (US$34.48). The acquisition, which was announced on 28 September 2010, is expected to complete by September 2012, subject to the approval of the share exchange agreement by Gifu shareholders on 25 November 2010 and approvals from the relevant authorities. Partners Gaku Ishiwata, Daisuke Oda, and Koji Toshima led the transaction.
Orrick, Herrington & Sutcliffe LLP has advised Trony Solar Holdings Company Limited (Trony Solar), one of the world’s leading thin film solar module manufacturers, in respect of a HK$1.73 billion (US$223 million) IPO on the HKSE, with a Rule 144A/Regulation S placement to global investors. Private equity funds ICBC International and Shikumen provided pre-IPO financing to Trony Solar whilst China Huadian Group and Chen Fashu, the chairman of Zijin Mining, have each reserved US$15 million worth of shares. The transaction priced on 30 September 2010 and closed on 7 October 2010. Partners Edwin Luk and Phoebus Chu led the team which advised on the Hong Kong offering. Latham & Watkins, led by partners William Woo, Michael Liu and David Zhang, acted as Hong Kong and US counsel to JP Morgan Asia Pacific, ICBCI Securities and CLSA as the lead underwriters of the offering, which included the international offering of 346.5 million shares and Hong Kong offering of 38.5 million shares.
Paul, Hastings, Janofsky & Walker has advised Credit Suisse (Hong Kong) Limited, Morgan Stanley Asia Limited and The Royal Bank of Scotland NV Hong Kong Branch, as the joint global coordinators, bookrunners, lead managers and sponsors, in respect of the Hong Kong IPO and Reg S/Rule 144A international offering of Hong Kong-based hotel operator Kosmopolito Hotels International. The transaction, which is valued at approximately US$153 million, represents the first Hong Kong IPO by a hotel company in almost four years. Partners Vivian Lam, Chris Betts and David Grimm led the firm’s advisory team.
Paul, Hastings, Janofsky & Walker has also advised on a series of equity offerings in Hong Kong over the last two weeks totaling over US$1 billion. Partners Raymond Li, Sammy Li and Catherine Tsang led all three transactions, in which the firm advised the following parties:
• Morgan Stanley and China International Capital Corporation as the underwriters in respect of the US$492 million offering of new shares in the HKSE by China National Building Material Company, a PRC state-owned construction materials company;
Mori Hamada & Matsumoto and Simpson Thacher & Bartlett LLP have advised the Blackstone Group (Blackstone), a US based private equity investor, in respect of its agreement to acquire a 5.98 percent stake via a capital increase in eMobile Limited (eMobile), the Japanese company offering mobile data and voice services, for a total consideration of ¥16 billion (US$171.2m). Blackstone made this investment through its funds, namely Blackstone Capital Partners (Cayman II) V LP, Blackstone Capital Partners (Cayman II) V-AC LP, Blackstone Participation Partnership (Cayman) V LP, and Blackstone Family Investment Partnership (Cayman) V LP. Concurrently eAccess Ltd and Goldman Sachs, who were shareholders of eMobile, agreed to participate in the third party allotment. eAccess Ltd invested ¥17 billion (US$181.9m) and Goldman Sachs invested ¥12 billion (US$128.4m), and post this third party allotment eAccess Ltd held a 41.75 percent stake, Goldman Sachs held 29.32 percent and Blackstone held 5.98 percent in eMobile Limited. Prior to this transaction, eAccess had also signed an agreement in March 2010 to acquire the remaining stake which it does not own in eMobile Limited. Partners Seiichi Okazaki and Rintaro Shinohara led the Mori Hamada & Matsumoto advisory team. Shearman & Sterling LLP acted as counsel to eMobile.
Slaughter and May has advised China International Capital Corporation (CICC), as sole global coordinator, joint bookrunner and joint placing agent, in respect of the top-up placing of 129 million shares in HKSE-listed China Everbright Limited (CEL), a diversified financial conglomerate operating in both Hong Kong and Mainland China. The transaction involves the placing of 129 million shares held by existing CEL shareholder Honorich Holdings Limited (HHL) to institutional investors, and the subscription of new shares of the same amount by HHL. The net proceeds of the top-up placing amount to HK$2.28 billion (US$292.3m), which CEL intends to utilise for developing its asset management platform and for the direct and asset investment business of the company and its subsidiaries, as well as for general working capital. The new shares to be subscribed for by HHL represent approximately 7.49 percent of CEL’s enlarged issued capital. The placing was announced on 5 October 2010. Partner Benita Yu led the firm’s advisory team.
SSEK has advised the Adani Group in respect of one of Indonesia’s major PPP infrastructure deals which was signed off with the Governor of South Sumatra last month. The massive development project includes construction of a railway, a coal terminal and an industrial estate worth over US$1.6 billion in Tanjung Api Api. The facilities will have a capacity to produce 50 million tons of coal per year, and will make a significant contribution to Sumatra’s infrastructure and create up to 100,000 jobs. Partners Ira Eddymurthy and Arfidea Saraswati led the firm’s advisory team.
Troutman Sanders LLP has advised Powerlong Real Estate Company in respect of Powerlong Real Estate Holdings Limited’s high-yield bond issuance (under Rule 144a/Reg S) of US$200 million 13.75 percent senior notes. Partners Joe Sevack and Shirley Lau led the firm’s advisory team. Skadden advised HSBC and The Royal Bank of Scotland as bookrunners for the transaction, which was completed on 9 September 2010.
Wong & Partners, the Malaysian member firm of Baker & McKenzie, has advised Mitsui Sumitomo Insurance Co (MSI) in respect of its acquisition of a 30 percent stake in Hong Leong Assurance Berhad (HLA) for RM940 million (US$303m) on 1 October 2010. The acquisition completed immediately after the acquisition by MSIG Insurance (Malaysia) Berhad (MSIG), a subsidiary of MSI, of the entire general insurance business of HLA via a scheme of arrangement. The consideration for the business acquisition was satisfied through the issuance of new ordinary shares constituting 30 percent of the enlarged capital of MSIG Malaysia to HLA Holdings Sdn Bhd (HLAH), the holding company of HLA, at a value of approximately RM618.6 million (US$199m). The transaction marks one of the biggest Malaysian M&A transactions this year. Partner Brian Chia led the firm’s advisory team.
Wong & Partners has also represented Malayan Banking Berhad in relation to a proposed financing transaction involving a syndicated term loan facility of up to US$500 million to be made available to Malayan Banking Berhad. Mark Lim was the lead partner on the transaction.
WongPartnership LLP has acted for CapitaLand Limited in respect of its joint venture with CapitaMalls Asia Limited in relation to the successful tender and redevelopment of the land at the Bedok Town Centre Site, Singapore. Partner Karen Wee acted on the matter.
Yulchon has advised Hanhwa Chemical Corporation (HCC) in respect of a US$70 million financing transaction structured as a US$40 million loan agreement and a US$30 million issuance of floating rate notes. The firm acted as the sole legal counsel to HCC in both the loan transaction and the note transaction. Partners Yong Pyo Yeom and Jae Hyun Park led the transaction.