Deals – 16 February 2012

Allen & Gledhill has also advised Perennial China Retail Trust Management Pte Ltd (Perennial Management), as trustee-manager of Perennial China Retail Trust, and Perennial China Retail Pte Ltd in respect of Perennial Management’s issue of a S$500 million (US$396m) multicurrency medium term note programme guaranteed unconditionally and irrevocably by Perennial China Retail Pte Ltd, a wholly-owned subsidiary of Perennial Management. DBS Bank Ltd and Standard Chartered Bank are the arrangers and dealers of the programme. Partners Jerry Koh and Long Pee Hua led the transaction.

AZB & Partners has advised ETHL Communications Holdings Ltd in respect of the sale of 5.5 per cent of its shareholding in Vodafone Essar Ltd, an affiliate of Vodafone International Holdings BV, to Piramal Healthcare Ltd for approximately US$610 million. Partner Shameek Chaudhuri led the transaction which was completed on 4 February 2012.

AZB & Partners has also advised NAPC Ltd and its promoters, K S Manian and Varun Manian, in respect of the acquisition by Eurovia, acting through a special purpose vehicle, of the entire shareholding of NAPC Ltd from its promoters. Partner Essaji Vahanvati led the transaction which was completed on 11 January 2012.

Freshfields Bruckhaus Deringer has advised China Communications Services Corporation Ltd (CCS) in respect of its domestic share and H-share rights issue. CCS is the first Chinese telecommunications company to launch an H-share rights issue. CCS has raised US$472 million through the rights issue and will use the funds for overseas expansion, development in non-telecommunications operator business, acquisitions and joint venture opportunities, as well as research and development. Partner Richard Wang led the transaction.

Freshfields Bruckhaus Deringer has also advised Shionogi & Co Ltd, a major research-driven Japanese pharmaceutical company listed on the Tokyo and Osaka Stock Exchanges, in respect of its S$218 million (US$172.6m) acquisition of a 66 per cent stake in C&O Pharmaceutical Technology (Holdings) Ltd (C&O), a China-based pharmaceutical manufacturer and distributor listed on the SGX. Partners Alan Wang and Junzaburo Kiuchi led the transaction.

Hadef & Partners has represented Technical Architects General Contracting Company LLC (TAGC) in respect of retaining a AED58 million (US$15.8m) judgment against Nakheel PJSC in the Dubai World Tribunal (DWT) for work completed in an unfinished contract to construct 31 multi-storey residential buildings at Mogul 3 in Discovery Gardens. In its judgment rendered at a hearing held on 7 February 2012, DWT awarded TAGC more than US$20 million, including costs of the action and further interest. Partner Anthony Edwards led the transaction.

Hogan Lovells has advised Goldman Sachs Group Inc in respect of the Mongolian aspects of their purchase of a 4.8 per cent equity stake in the Trade & Development Bank of Mongolia LLC, a major lender in the Mongolian market. Partner Michael Aldrich led the transaction.

J Sagar Associates has advised IDBI Bank in respect of an acquisition finance facility of up to US$336 million provided to an overseas subsidiary of Binani Industries Ltd for the acquisition of Project Bird Holdings in Luxembourg. Project Bird Holdings owns operating facilities in Norway and Belgium under the name of 3B for the manufacture of fibreglass. 3B is Europe’s leading manufacturer of fibreglass for reinforcement of thermoplastics and thermoset polymer applications. Partners Dina Wadia and Aashit Shah led the transaction whilst Herbert Smith acted as English law counsel.

Khaitan & Co has advised Bahrain Telecommunications Ltd (Batelco) and BMIC Ltd (BMIC) in respect of the sale of BMIC’s entire share-holding representing 42.07 per cent in STel Private Ltd to Skycity Foundations Private Ltd for a total consideration of US$174.5 million. BMIC is a Mauritian subsidiary of Batelco. In addition to being the largest telecom operator in Bahrain, Batelco has significant operations in Saudi Arabia, Kuwait, Egypt, Yemen and Jordan. Partner Murali Neelakantan represented the client on the transaction.

Khaitan & Co has also advised SREI Infrastructure Finance Ltd, a pioneer in infrastructure financing in India, in respect of its public issue of long term infrastructure bonds for INR5 billion (US$101.4m). Partner N G Khaitan represented the client on the transaction.

Majmudar & Co has acted as Indian counsel to Axis Bank Ltd Singapore Branch in respect of a credit facility in which the bank extended a term loan of AUD$7.5 million (US$8m) to Riverina Oils & Bio Energy Pty Ltd Australia for funding additional capital expenditure to be incurred for the oil extraction plant of Riverina Oils & Bio Energy Pty Ltd. The transaction was led by partner Akil Hirani.

Paul Hastings is advising Ascendas Hospitality Holdings Pte Ltd (Ascendas), Asia’s leading provider of business space solutions, in respect of a sale and purchase agreement with a wholly-owned subsidiary of hotel developer Rosedale Hotel Holdings Ltd for the acquisition of the entire issued share capital of More Star Ltd, a company indirectly holding Rosedale Hotel Kowloon. The purchase is for approximately HK$1.3 billion (US$167.7m). The parties also agreed on terms for another subsidiary of Rosedale Hotel Holdings Ltd to lease back the hotel for six years from date of completion. Partner Vivian Lam is leading the transaction.

Shook Lin & Bok has acted as Singapore counsel to NXP BV and its Singapore subsidiary NXP Semiconductors Singapore Pte Ltd in respect of the joint issue of senior secured floating rate notes worth approximately US$615 million by NXP BV and NXP Funding LLC. Partners Liew Kai Zee and Stanley Lim advised on the transaction.

Stamford Law is advising Norwegian-listed Eltek ASA (Eltek) in respect of Singapore Technologies Electronics Ltd’s (ST Electronics) proposed S$162 million (US$128.3m) acquisition of SGX-listed Nera Telecommunications (NeraTel) by way of a scheme of arrangement. Eltek, the largest shareholder of NeraTel, has agreed to sell its entire 50.05 per cent interest in NeraTel in line with Eltek’s strategic refocusing on its power electronics business. NeraTel and ST Electronics have entered into an implementation agreement which is targeted to complete on or before August 2012. Structured as a scheme, the transaction will require the approval of shareholders of NeraTel and sanction by the High Court of Singapore. Lean Min-tze and Elizabeth Kong are leading the transaction. Rajah & Tann, led by partners Chia Kim Huat, Danny Lim and Steve Tan, is advising Singapore Technologies Electronics Ltd whilst Allen and Gledhill is acting for Nera.

Stamford Law is also acting for Mrs Aamna Taseer, widow of Salmaan Taseer, the late Governor of Punjab who was assassinated last year, in respect of a caveat filed by the children of the late Mr Taseer’s first marriage on an approximately US$13 million worth prime property in Sentosa Cove registered in the name of Mrs Taseer. The case potentially involves various issues of trust, probate and Muslim law, as well as a Pakistani injunction obtained by the opposing parties against Mrs Taseer. Daniel Chia and Emily Choo are leading the transaction.

Sullivan & Cromwell has represented The Goldman Sachs Group Inc (US), through its indirect wholly owned subsidiary, GS Mongolia Investments Ltd, in respect of its acquisition of a 4.78 per cent stake in Trade & Development Bank of Mongolia Ltd. Partners Michael DeSombre, Michael Wiseman, Michael Escue and Ronald Creamer led the transaction which was completed on 9 February 2012.

Watson, Farley & Williams’ Singapore office has advised Golar LNG Energy Ltd (Golar) in respect of its acquisition of 50 per cent of the entire issued share capital of Bluewater Gandria NV (BGNV) from Bluewater Floating Production BV (Bluewater) for US$19.5 million. The transaction resulted in Golar becoming the sole shareholder of BGNV which owns the entire interest in the LNG Carrier known as the “Gandria”. Partner Chris Lowe led the transaction.

Weil, Gotshal & Manges has represented the Special Committee of the Board of Directors of Shanda Interactive Entertainment Ltd, a leading interactive entertainment media company in China, in respect of Shanda’s going private merger with Premium Lead Company Ltd, which is jointly owned by Tainqiao Chen, chairman of the board, chief executive officer and president of Shanda, his wife Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Danian Chen, who is the chief operating officer and a director of Shanda. The transaction, which closed on 14 February 2012, was structured as a merger pursuant to which Premium Lead acquired Shanda for US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. The transaction marks one of the largest going private transactions of a Chinese business listed in the US. The transaction valued Shanda’s equity at approximately US$2.3 billion on a fully diluted basis. Partners Akiko Mikumo and Steve Xiang led the transaction.

WongPartnership has acted for United Venture Development (Bedok) Pte Ltd, a joint venture company between UOL Group Ltd and Singapore Land Ltd, in respect of the S$320 million (US$253.4m) joint acquisition of a 99-year leasehold land parcel, awarded by the Urban Redevelopment Authority of Singapore, and the subsequent joint development and sale of the units in the new development named Archipelago, which consists of a total site area of 491,085 sq ft and with an allowable GFA of 687,529 sq ft. Partners Monica Yip, Karen Wee, Cornelia Fong and Tan Peck Min acted on the matter.

WongPartnership has also acted for the Manager of AIMS AMP Capital Industrial REIT, instructing on the behalf of the trust, in respect of the sale of 31 Admiralty Road to Storhub 31A Pte Ltd, an entity owned by Storhub Management Pte Ltd. Partners Angela Lim and Ethel Yeo acted on the matter.