Deals – 15 October 2009

AZB & Partners has advised NGP II Mauritius Company Limited (the fund), an investment fund set up by Nokia in Mauritius for making technology investments in India and elsewhere, in connection with the fund’s US$10 million equity investment into Web18 Holdings Limited (Cayman Islands), the internet arm of India’s leading media conglomerate Television Eighteen India Limited. The investment in Web18, which provides news, information data and analysis in business, finance and general consumer spaces on the internet, was achieved through a subscription of cumulative convertible preference shares. Partner Gautam Saha led the firm’s team.

AZB & Partners has also advised the underwriters – JM Financial Consultants Pvt Ltd, JP Morgan India Pvt Ltd, Enam Securities Pvt Ltd, Macquarie Capital Advisers (India) Private Limited and Kotak Mahindra Capital Company Limited – in respect of the proposal by Ambience Ltd to undertake an IPO. Ambience Ltd has already filed the Draft Red Herring Prospectus with SEBI. Partner Meera Singh Joyce was involved.

In addition, AZB & Partners has advised the lead managers in relation to the public issue of secured redeemable non-convertible listed debentures by L&T Finance Limited. Partner Shameek Chaudhuri led the firm’s team.

AZB & Partners has also advised Mantri Developers Private Limited in relation to a transaction with the Hyatt group for the establishment of four hotels in Bangalore under the Grand Hyatt, Hyatt Regency and Hyatt Place brands. Amongst other things, the firm advised the developer on hotel operating services agreements, strategic oversight agreements, technical assistance agreements and trademark license agreements with Hyatt. Partner Sai Krishna Bharathan led the advisory team.

Finally, AZB & Partners has advised Max Healthcare Institute Limited in connection with its entry into a 10 year IT outsourcing contract with Perot Systems group, in respect of the Max hospitals network. Under the contract, which is valued at INR 90 crores (US$18 million), Perot Systems will provide Max Healthcare with, inter alia, full IT infrastructure management capabilities and the implementation and clinical adoption of an electronic health records (EHR) system. The IT systems are expected to improve the quality of care and patient healthcare delivery through better record accessibility, computerized physician order entry and care planning, a first in the Indian healthcare services sector. Partner Sunila Awasthi led the firm’s team.

Clifford Chance has advised the Toll Group, Asia’s leading provider of integrated logistics, on its A$95 million (approx US$87.5m) acquisition of Japanese freight and logistics company Footwork Express. The transaction provides the Toll Group, which is headquartered in Melbourne, with a significant presence in the Japanese market. Tokyo-based M&A partner Paul O’Regan led the firm’s team, assisted by partner Tatsuhiko Kamiyama.

Debevoise & Plimpton LLP is advising American International Group Inc (AIG) in relation to its agreement to sell its 97.57 percent share in Nan Shan Life Insurance Company Ltd to a consortium comprising Hong Kong-based financial services firm Primus Financial Holdings Limited and investment firm China Strategic Holdings Limited. The stake is to be sold for approximately US$2.15 billion. The firm’s advisory team is being led by partner John M. Vasily, with the transaction run from its Hong Kong office.

Freshfields Bruckhaus Deringer has advised on the following IPOs listed on the Hong Kong Stock Exchange:
• The firm has acted as Hong Kong and US counsel to the underwriters on the listing of Glorious Property Holdings Ltd, a Shanghai-based property developer. The underwriters were led by JP Morgan, Deutsche Bank and UBS, with the listing raising approximately US$1.28 billion. Kay Ian Ng and Ken Martin led the firm’s team;
• The firm has also acted as Hong Kong and US counsel to China Resources Cement Holdings Limited, a leading cement and concrete producer in Southern China, on its US$825 million listing. The underwriters were led by Credit Suisse and Morgan Stanley, with Teresa Ko and Calvin Lai leading the firm’s advisory team;
• In addition, the firm has acted as Hong Kong and US counsel to Yingde Gases Group Company Limited, China’s leading domestic onsite industrial gas supplier, on its US$407 million listing. The underwriters to the IPO were led by Goldman Sachs. and Morgan Stanley, with Antony Dapiran and Calvin Lai leading the firm’s team.
• Finally, the firm has acted as Hong Kong and US counsel to the underwriters on the US$355 million listing of Powerlong Real Estate Holdings Limited, a Fujian-based real estate developer. The underwriters were led by Goldman Sachs, Macquarie Capital and ICBC International as joint bookrunners. Christopher Wong, Don Guiney and Calvin Lai led the firm’s advisory team.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch Far East Limited, as placing agent, in connection with the “top-up” placement of 80 million shares of Tianneng Power International Limited (TP), and the placement of 30.8 million shares of TP by management
shareholders. The combined transactions resulted in aggregate proceeds of approximately US$50 million. TP is one of the largest China-based manufacturers of motive batteries which are used in electric bikes sold in China. The ordinary shares of the company are listed on the Hong Kong Stock Exchange. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

Hogan & Hartson has represented China Vanadium Titano-Magnetite Mining Company Limited, the largest non-state-owned operator of iron ore mines in Sichuan, China, in respect of its HK$2.06 billion (approx US$264m) IPO on the Main Board of the Hong Kong Stock Exchange. Paul, Hastings, Janofsky & Walker has advised the bookrunners and joint lead managers to the offering, Citigroup Global Markets Asia Limited and Deutsche Bank AG, Hong Kong Branch. The offering comprised a Hong Kong public offer and an international offering, including a placement under Reg S/Rule 144A. Partners Gordon Ng and Man Chiu Lee led the advisory team from Hogan & Hartson. Partner Raymond Li led Paul Hastings’ Hong Kong capital markets team, whilst the US capital markets team was led by partner David Grimm.

Kim & Chang has advised the lead arrangers, HSBC and BNP Paribas, in connection with the issue of US dollar denominated senior residential mortgage backed securities (RMBS) by Shinhan Mortgage Second Securitization Specialty Co Ltd (Korean SPC), following the transfer of mortgage loan assets to Korean SPC by Shinhan Bank on 30 September 2009. The securities were issued by the Korean SPC, which was incorporated under the ABS Act, in an amount of US$400 million as well as Korean Won denominated mezzanine RMBS and Junior RMBS underlying such mortgage loan assets. Shinhan Mortgage Second International Limited has purchased US$400 million of senior RMBS from the Korean SPC and has issued US$400 million in notes to a foreign investor. Key lawyers advising were K.S. Kim, I.H. Yoo and Hoin Lee.

Lovells has advised the syndicate of lending banks, which included Standard Chartered Bank, DBS, ICBC Asia, Bank of Tokyo Mitsubishi UFJ, Bank of East Asia and Wing Lung Bank, in respect of the HK$2.8 billion (approx US$361.2m) onshore and offshore financing for Pride Pacific Limited and Beijing Jing Wei House & Land Estate Development Co Ltd, both wholly-owned subsidiaries of Pacific Century Premium Developments Limited. The transaction involved a syndicated Hong Kong dollar denominated offshore loan and a secured RMB denominated onshore loan. Hong Kong partner and head of Banking Gary Hamp led the firm’s team with assistance from fellow partner Owen Chan.

Lovells has also advised Mizuho Corporate Bank Ltd, WestLB, HVB, UniCredit and Ta Chong Bank in connection with the debt restructuring and debt-for-equity swap for Singapore-headquartered precision engineering business First Engineering Limited. Lead partner Gary Hamp was assisted by the firm’s head of Business Restructuring and Insolvency for Asia, partner Neil McDonald, with Singapore-based private equity partner Stephanie Keen and Shanghai-based IP partner Douglas Clark also involved.

Finally, Lovells and AZB & Partners have acted as international and domestic counsel to Jefferies International Limited as the arranger in respect of the issuance of US$140 million 5.625 percent convertible bonds due 2014 (subject to an option of up to US$35 million of bonds), which are convertible into equity shares of Indian company Amtek Auto Limited (Amtek), the flagship company of the Amtek Group and a leading supplier of components to the automotive industry in Asia, Europe and North America. Through this issuance of new debt, Amtek has repurchased part of its existing US$150 million and US$250 million convertible bonds (due 2010 and 2011 respectively). The Lovells team was led by Andrew Carey and Ken Hawkes, whilst partner Shameek Chaudhuri led the team from AZB & Partners. Lovells’ Hong Kong office also advised Citibank N.A, the new bond trustee and the escrow agent for the repurchase of the existing bonds.

Luthra & Luthra Law Offices has advised the lenders, which are led by IDBI Bank Limited, in respect of senior rupee loans and subordinate rupee loans granted in relation to the recent license award by the Gujarat State Road Development Corporation Limited to L&T Ahmedabad Maliya Tollway Private Limited on a BOT basis for the expansion of an existing 2-lane road on the Ahmedabad-Viramgam section of SH-17 and Viramgam-Halvad-Maliya section of SH-7 in Gujarat. The financing documents were executed on 9th October 2009, with financial closure expected to be announced soon by IDBI Bank. The firm’s advisory team was led by partner Vijaya Rao and team head Bikash Jhawar.

Maples and Calder has acted as Cayman Islands legal advisor to Wynn Macau Limited (Wynn Macau), a developer and operator of casino gaming and entertainment resort facilities in Macau, in respect of its HK$12.6 billion (US$1.62 billion) IPO. The underwriters to the Hong Kong IPO were JP Morgan, Morgan Stanley, UBS, Merrill Lynch, Deutsche Bank, ABN AMRO, BNP Paribas, CLSA and GuocoCapital. JP Morgan, Morgan Stanley and UBS acted as joint global coordinators and joint sponsors. The firm’s advisory team was led by partner Barry Mitchell, with Skadden, Arps, Slate, Meagher & Flom also advising Wynn Macau. Clifford Chance represented the underwriters.

Nishith Desai Associates has advised Merck & Co Inc in connection with one of its wholly-owned subsidiaries forming a business venture in India with UK-based charity The Wellcome Trust, which is involved in biomedical research and improvement of global public health. The Indian entity, which will have a ‘not-for-profit’ mission, will be specifically aimed at researching and developing vaccines for distribution in developing countries at affordable prices, thereby striving to improve health in low income countries. The joint venture partners will gradually invest a sum of £45 million each (approx US$74m) over the next seven years in the Indian entity, each thereby acquiring a 50 percent stake. Partners Vaibhav Parikh and Gowree Gokhale led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has advised sole bookrunner JP Morgan Securities (Asia Pacific) Limited in connection with the HK$1.16 billion (approx US$150m) sell-down of existing shares in Huabao International Holdings Limited, by its controlling shareholder. Hong Kong-based partners Raymond Li and Sammy Li advised on the transaction.

Rajah & Tann LLP has advised China Gaoxian Fibre Fabric Holdings Ltd (CGFFH), a producer of premium polyester yarn and warp knit fabric which operates two production plants in the Zhejiang and Fujian provinces in China, in connection with the largest S-Chip initial public offering on the Main Board of the SGX-ST this year. CGFFH raised S$116.48 million (approx US$83.9m) following its offering of 1.508 billion shares (with the over-allotment option fully exercised). The company will use the proceeds to expand its downstream fabric manufacturing business. Lawyers involved were Chia Kim Huat, Danny Lim, Benjamin Beh, Xun Ting Ting and Penelope Loh.

Rajah & Tann LLP is also acting for KDDI Corporation (KDDI), a leading telecommunications service provider in Japan and one of the largest telecommunication carriers in the Asia Pacific, in relation to its strategic investment in DMX Technologies Group Limited (DMX), a leading IT enabler and provider of a wide range of digital media software and solutions. Through a S$188.4 million (approx US$135.7m) cash injection, KDDI has acquired over 588.7 million new shares in DMX, which represents a majority stake of 50.1 percent in the company. Goh Kian Hwee, Serene Yeo, Cheng Yoke Ping, Soh Chai Lih and Sonia Tan are involved.

In addition, Rajah & Tann LLP has acted for DBS Bank Ltd and Sinochem International (Overseas) Pte Ltd in relation to the fully-underwritten renounceable rights issue of GMG Global Ltd (GMG). The issue, at the ratio of the nine rights shares for every ten existing shares, was fully underwritten by DBS Bank, and in turn 100 percent sub-underwritten by Sinochem International, being the controlling shareholder of GMG. The gross proceeds from the rights issue were approximately S$100 million (approx US$72m). The lawyers involved were Chia Kim Huat, Danny Lim and Penelope Loh.

Rajah & Tann LLP has also acted for Lonza Group AG and Lonza Holding Singapore Pte Ltd in respect of the sale of their state-of-the-art cell culture biologic manufacturing facility in Singapore to Genentech Singapore Pte Ltd, a wholly-owned member of the Roche Group. The purchase consideration was US$290 million, plus additional milestone payments of US$70 million. Partners Lim Wee Hann, Yap Chew Fern and Soh Lip San advised, with WongPartnership and ATMD Bird & Bird also involved in advising other parties to the transaction.

Finally, Rajah & Tann LLP has acted for China Animal Healthcare Ltd, a leading player in the PRC animal drugs industry which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its placement exercise of up to 120 million shares. The placement generated approximately S$24.9 million (approx US$17.9m), with the proceeds intended to be used for acquisition opportunities. Lawyers Danny Lim and Chia Lee Fong were involved in the transaction, which saw DBS Bank Ltd act as placement agent (advised by Drew & Napier LLC).

Shearman & Sterling LLP has advised Sichuan Tengzhong Heavy Industrial Machinery Co Ltd (Tengzhong), one of China’s major privately owned engineering companies and manufacturers of heavy machinery equipment, in connection with negotiations which recently led to the execution of definitive agreements under which the company will purchase the Hummer brand from General Motors (GM). The company will purchase Hummer through an investment entity in which it will hold an 80 percent stake. The transaction is subject to customary closing conditions and regulatory approvals and/or review by government agencies in the US and China. The firm’s team was led by Beijing-based M&A partner Lee Edwards, with Hong Kong-based partner Paul Strecker also advising.

Sidley Austin LLP has advised Sinotruk (Hong Kong) Limited (Sinotruck), one of the largest manufacturers of heavy trucks in China, in respect of its cooperation project with German industrial group MAN SE. After definitive agreements were signed in July, the transaction was closed on 7 October 2009 following approval at Sinotruck‘s extraordinary general meeting. The transaction will see MAN SE own an aggregate of 25 percent plus one share in the capital of Sinotruk, whilst under a licensing arrangement Sinotruk will obtain certain heavy truck technologies from MAN SE. The firm’s team was led by Hong Kong-based partner Timothy Li with support from partner Gloria Lam.

Stamford Law Corporation is representing London Stock Exchange-listed Keller Group plc (Keller) in connection with its acquisition of Singapore-based foundation contractor Resource Holdings Ltd (Resource), from its shareholders. Drew & Napier LLC has represented the shareholders, including financial investor Jasper Investments Limited (Jasper), in relation to the disposal of Resource. Consideration includes an initial cash payment of S$68.2 million (US$48.2m) including S$4.5 million (US$3.2m) of acquired net debt. A maximum S$50 million (US$35.3m) deferred payment will be made to the shareholders based on Resource’s profits over the period to 31st March 2013. Led by directors Susan Kong and Valarie Jagger on behalf of Stamford Law Corporation, the transaction is expected to be completed by the end of the month. Director Marcus Chow acted as counsel to Jasper and other shareholders on behalf of Drew & Napier.

Stamford Law Corporation is also acting for Transcu Group Limited (Transcu), a Life Science company engaged in the research, development and commercialisation of cutting-edge technologies for the improvement of quality of life, in respect of its private placement of up to 320 million new ordinary shares. The placement by Transcu, which was listed on the Mainboard of the Singapore Exchange in 2008 via a S$675 million (US$455m) reverse takeover of Eng Wah Organization, is expected to raise S$31 million (US$22m) for working capital. Director Yap Lian Seng is leading the advisory team.

Winston & Strawn has represented Roth Capital Partners LLC as the sole manager in relation to the US$69 million underwritten offering of common stock by China-Biotics Inc. Under the offering, China-Biotics Inc drew down shares from its previously filed shelf registration statement on Form S-3, and issued and sold 4.6 million shares of common stock at a price of US$15.00 per share. Hong Kong-based partner and chairman of the firm’s Asia Practice Group Simon Luk, and New York-based partner Eric Cohen, led the firm’s team in advising on the cross-border transaction.

WongPartnership LLP has acted as Singapore counsel to Merck & Co Inc (Merck) in relation to the global integration of the company with Schering-Plough Corporation (Schering-Plough), following Merck’s acquisition of Schering-Plough by way of a US$41.1 billion reverse merger. The merger will create the world’s second-largest pharmaceutical company. Partners Karen Wee and Ameera Arshraf advised.

WongPartnership LLP has also acted as Singapore counsel to Avago Technologies Limited in connection with its initial public offering on the NASDAQ Global Select Market. The second largest IPO in the United States so far in 2009, the offering has raised gross proceeds of approximately US$648 million. Partners Raymond Tong and Long Chee Shan advised on the transaction.

In addition, WongPartnership LLP has acted for Toll Offshore Petroleum Services Pte Ltd (formerly known as Singapore Offshore Petroleum Services Pte Ltd) in respect of its redevelopment and lease of Loyang Supply Base. Partners Dorothy Marie Ng, Monica Yip and Christopher Chuah were involved.

WongPartnership LLP has also acted as Singapore counsel to Carlsberg Brewery Malaysia Berhad in relation to its proposed acquisition of the entire issued and paid-up share capital of Carlsberg Singapore Pte Ltd, for a cash consideration of MYR 370 million (approx US$110.1m). Partners Ng Eng Leng and Leung Yew Kwong advised on the transaction.

Finally, WongPartnership LLP has acted for Cybrarian Ventures Private Limited, a wholly-owned subsidiary of National Library Board Singapore, in reviewing and advising on the agreements to develop a reading strategy project awarded by the Mohammed bin Rashid Al Maktoum Foundation to promote reading in Dubai, UAE. Partner Paul Sandosham led the transaction.