Deals – 16 January 2014

Allen & Gledhill has also advised Singapore Airlines Ltd in respect of its acquisition of an approximately 7.3 percent interest in Tiger Airways Holdings Ltd from Dahlia Investments Pte Ltd and Aranda Investments Pte Ltd, indirect wholly-owned subsidiaries of Temasek Holdings (Private) Ltd. Partners Andrew M Lim, Hilary Low and Daren Shiau led the transaction.

Allens and Widyawan & Partners have advised state-owned oil and gas company PT Pertamina (Persero) in respect of an LNG sale and purchase agreement with Corpus Christi Liquefaction LLC (CCL), in a deal that will see Indonesia import LNG from the international market for the first time. CCL is a subsidiary of US-based energy company Cheniere Energy Inc. Under the deal which was signed in December 2013, Pertamina agreed to buy 800,000 tonnes of LNG per year for 20 years from Cheniere’s CCL Project in Texas. The project is under development and LNG deliveries are expected to commence in 2018. Pertamina, which has historically been an LNG exporter, is the foundation customer for the project. Allens partner Tracey Greenaway led the transaction with Widyawan & Partners foreign legal adviser Brooke Van Gils.

Baker & McKenzie has advised True Corporation Public Company Ltd and its subsidiaries in respect of the establishment of the True Telecommunications Growth Infrastructure Fund (TRUEGIF). The total fund value of over β58 billion (US$1.8b) makes it the second largest infrastructure fund in Thailand and the fourth largest fund established in Southeast Asia in 2013. The firm also advised SCB Asset Management Company Ltd to facilitate the offering of these units. With approximately 5.8 billion investment units, the offering is comprised of both domestic and international offerings under Rule 144A and Regulation S. The initial offering of the fund will allow TRUEGIF to invest in a variety of infrastructure assets. After being approved by the Stock Exchange of Thailand, trading of the fund began on 27 December 2013. Partners Thinawat Bukhamana, Chaveewan Likhitwattanachai and Theppachol Kosol led the transaction. Linklaters (Thailand) Ltd and Davis Polk & Wardwell also acted on the deal. 

Clayton Utz is advising Canadian-based gold miner Barrick Gold Corporation in respect of its proposed sale of Plutonic mine in Western Australia to Northern Star Resources Ltd for a total cash consideration of A$25 million (US$22.5m), subject to certain closing adjustments. The transaction, which is subject to customary closing conditions, was announced on 22 December 2013 and is expected to complete in February 2014. Partner John Elliott is leading the transaction.

Cleary Gottlieb is advising Suntory Holdings Ltd in respect of a definitive agreement under which Suntory will acquire all outstanding shares of NYSE-listed Beam Inc for US$83.50 per share in cash or total consideration of approximately US$16 billion, including the assumption of Beam’s outstanding net debt. Founded in Osaka, Japan in 1899, Suntory Group is Japan’s leading player in alcoholic and non-alcoholic beverages. Suntory Group currently operates in Asia, Oceania, Europe, the Americas and Africa. Headquartered in Deerfield, Illinois, Beam is one of the world’s leading premium spirits companies. The transaction, which has been unanimously approved by each company’s board of directors, is expected to close in the second quarter of 2014, subject to Beam stockholders’ approval, regulatory approvals and other customary closing conditions. Partners Paul Shim and Benet O’Reilly led the transaction which will create a stronger global player in premium spirits with annual net sales of spirits products exceeding US$4.3 billion.

Clifford Chance has advised the Development Bank of Japan Inc (DBJ) in respect of an agreement with Marubeni Corporation for co-investment into the Gunfleet Sands 1 & 2 offshore wind farms in the UK. The agreement was signed in December 2013. When the transaction is completed, Marubeni and DBJ will each have a 24.95 percent ownership share in the 172 MW Gunfleet Sands project, located about 7km off the Essex coast of the UK. DONG Energy retains its 50.1 percent share and will continue as operator of the wind farms. The transaction is DBJ’s first acquisition of an equity interest in renewable energy production outside Japan. Partners Ashvin Seetulsingh and Andrew Whan led the transaction.

Davis Polk has advised Bestgain Real Estate Lyra Ltd, a wholly-owned subsidiary of China Vanke Co Ltd, in respect of its Regulation S issue of RMB1 billion (US$165.5m) 4.5 percent guaranteed notes due 2018 and issue of RMB1 billion (US$165.5m) 4.05 percent guaranteed notes due 2016 under its US$2 billion medium-term note program. The notes were guaranteed by China Vanke’s wholly-owned subsidiary Vanke Real Estate (Hong Kong) Company Ltd and supported by a keepwell deed and an equity purchase undertaking from China Vanke. Shenzhen Stock Exchange-listed China Vanke is a leading residential property developer in China. Partner Paul Chow led the transaction. The managers were advised by Linklaters as to Hong Kong law. China Vanke was advised by Conyers Dill & Pearman as to British Virgin Islands law.    

Davis Polk has also advised China Oilfield Services Ltd in respect of its primary placing of approximately 276.3 million new H shares for total proceeds of approximately HK$5.9 billion (US$760.9m). China International Capital Corporation Hong Kong Securities Ltd, Credit Suisse (Hong Kong) Ltd, JP Morgan Securities plc, Goldman Sachs (Asia) LLC and Morgan Stanley & Co International plc acted as placing agents. China Oilfield Services, a subsidiary of China National Offshore Oil Corporation, is the leading integrated oilfield services provider in the offshore China market. It operates in Southeast Asia, Middle East, Europe, Australia, North and South America and Africa. China Oilfield Services Ltd is dual-listed on the HKSE and the Shanghai Stock Exchange. Partners Antony Dapiran and Li He led the transaction whilst KangDa Law Firm acted as PRC counsel. Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel whilst Zhong Yin Law Firm acted as PRC counsel to the placing agents. 

Deacons has advised Bank of China (Hong Kong) Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Standard Chartered Bank (Hong Kong) Ltd, Agricultural Bank of China Ltd Hong Kong Branch, Bank of Communications Co Ltd Hong Kong Branch, Industrial and Commercial Bank of China (Asia) Ltd and China Construction Bank (Asia) Corporation Ltd in respect of the issue in Hong Kong by the Ministry of Finance of the People’s Republic of China of RMB10 billion (US$1.65b) bonds. Partner Kevin Tong led the transaction. Linklaters and Haiwen & Partners acted as Hong Kong counsel and PRC counsel to the Ministry of Finance of the People’s Republic of China.

Deacons has also acted as Hong Kong counsel for DBS Nominees (Private) Ltd and SEAVI Advent Asia Investments (II) Ltd in respect of their approximately US$13 million share sale in Jintian Pharmaceutical Group Ltd as part of its HK$1.45 billion (US$187m) global offering and IPO on the HKSE. Partner Sabrina Fung led the transaction. Jintian Pharmaceutical Group Ltd was advised by Freshfields Bruckhaus Deringer as to Hong Kong and US laws, Commerce & Finance Law Offices as to PRC law and Maples and Calder as to Cayman Islands law. Morgan Stanley Asia Ltd, the sole sponsor, and other underwriters were advised by Clifford Chance as to Hong Kong and US laws and Jingtian & Gongcheng as to PRC law.

Dhir & Dhir Associates has advised NHPC Ltd, a Mini Ratna Category-I public sector undertaking, in respect of its INR2,368 crore (US$385.3m) buyback of 10 percent of its equity shares. The buyback offer opened on 29 November 2013 and closed on 12 December 2013. NHPC purchased approximately 1.1 billion shares worth more than INR2,130 crore (US$346.6m) from the government. SBI Capital Markets Ltd was the manager to the buyback. Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised National Housing Bank, wholly-owned by Reserve Bank of India, in respect of the public issue of tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act, 1961, aggregating up to INR2,100 crore (US$341.7m). The issue was subscribed 2.08 times on its opening day on 30 December 2013 and was pre-closed on 1 January 2014. Edelweiss Financial Services Ltd, Axis Capital Ltd and RR Investors Capital Services Private Ltd acted as the lead managers to the issue. Girish Rawat also led the transaction.

Economic Laws Practice has advised Mayfield and Canaan in respect of their second round of investment through subscription and purchase of Series B compulsorily convertible preference shares and equity shares in India Property Online Private Ltd (IPOPL). The investment was undertaken along with Bertelsmann Netherland BV. IPOPL provides online property listing services, online assisted property search services, marketing services and other property-related services. Vinayak Burman and Archana Khosla led the transaction. S&R Associates, led by partner Rajat Sethi, advised Bertelsmann whilst Fox & Mandal, led by partner Jeevandham Rajagopalan, advised IPOPL.

Eversheds has advised New World China Land Ltd (NWCL) in respect of its acquisition of Penta Hotel Holdings Ltd for approximately €13.5 million (US$18.5m). NWCL is one of the leading large-scale national developers in China with projects in over 25 large cities and major transportation hubs. Penta Hotel Holdings Ltd manages 24 Pentahotels across Germany, the UK, Belgium, Czech Republic and Austria. Partners Stephen Mok, Dr Alexander Honrath and Thomas Ziegler led the transaction.

J Sagar Associates has advised HAV2 (Mauritius) Ltd, a SEBI-registered FVCI, in respect of its exit from Newgen Software Technologies Ltd pursuant to the sale of its shares to Ascent India Fund III and IDG Ventures India Fund II LLC (IDGVI). Ascent and IDGVI are funds based out of India and Mauritius, respectively. Newgen is a leading global provider of, amongst others, business process management, enterprise content management and document management system. In another leg of the transaction which has closed simultaneously, Ascent and IDGVI have acquired shares of Newgen by purchase and subscription. Partners Sidharrth Shankar and Pallavi Puri led the transaction.

J Sagar Associates has also advised Facebook in respect of its first-ever transaction relating to the acquisition of shares of an Indian company, Little Eye Software Labs Private Ltd, a Bangalore-based mobile software analytics company. Partner Vivek K Chandy led the transaction whilst Fenwick & West, led by Ken Myers and Vishal Dave, acted as US counsel. The investors of Little Eye were advised by Sand Hill Counsel led by partner Shantanu Surpure whilst one of the investors was also represented by Poovayya & Co led by Vishnu Jerome and Vikram Jeet Singh.

Khaitan & Co has advised Weener Plastik GmbH in respect of the 100 percent acquisition of Weener Empire Plastics Ltd. The WEENER Group is a globally active corporation with a total of 31 locations around the globe. WEENER develops and manufactures innovative plastic packaging for a wide variety of markets and customer groups. Partner Rabindra Jhunjhunwala led the transaction.

Khaitan & Co has also advised Al Dahra International Investments LLC in respect of the acquisition of 20 percent stake in Kohinoor Foods Ltd for approximately US$18 million. Al Dahra Holding is into production and distribution of products such as wheat, potatoes, rice, corn, olives, dates and grapes. Al Dahra International has made investments in several countries, including the UAE, the US, Spain, Serbia, Egypt and South Africa. Partner Arindam Ghosh led the transaction.

Maples and Calder has acted as Cayman Islands counsel to HKSE-listed Cayman company MicroPort Scientific Corporation in respect of obtaining US$200 million credit facilities from one of its major shareholders, Otsuka Medical Devices Co Ltd, a company incorporated in Japan. The loan facilities are being obtained to finance the acquisition by MicroPort subsidiary MicroPort Medical BV of the assets and liabilities of Wright Medical Group Inc’s worldwide hip and knee orthopaedic reconstruction business. Greg Knowles and Richard Spooner led the transaction whilst Morrison & Foerster, led by Dale Caldwell, Adrian James and Markus Glodek, acted as international counsel. Clifford Chance advised Otsuka. 

Paul Hastings has advised SoftBank Corp as the lead investor in respect of a US$120 million investment round for Wandoujia, one of China’s largest mobile app distribution platforms. Wandoujia runs an Android app store featuring over a million apps and has over 300 million users. Partner David Wang led the transaction.

Shook Lin & Bok has advised Morgan Stanley Asia (Singapore) Pte as financial adviser to SGX-listed Fraser and Neave Ltd (F&N) in respect of F&N’s distribution of all the issued shares in Frasers Centrepoint Ltd (FCL) to shareholders by way of a dividend in specie, and the listing of FCL on the SGX-ST by way of an introduction, in relation to the demerger of F&N’s property business. FCL is possibly one of the largest listed property companies on the SGX-ST by market capitalisation. Partner David Chong led the transaction.

Stephenson Harwood has advised VietJet Air in respect of the purchase of up to 46 CFM 56 aircraft engines worth (at catalogue prices) up to US$800 million from CFM International SA to be installed on 20 CEO (Current Engine Options) Airbus aircraft. VietJet Air is the first private airline in Vietnam to be licensed to operate domestic and international flights. The memorandum of understanding for the transaction was signed in Hanoi on 16 December 2013 in the presence of US Secretary of State John Kerry during his visit to Vietnam. Paul Ng led the transaction which is one of largest and most significant engine orders of the year.

Sullivan & Cromwell has represented China Mengniu Dairy Company Ltd as a cornerstone investor in respect of its purchase of US$60 million worth of shares in YuanShengTai Dairy Farm Ltd’s up to US$500 million IPO on the HKSE. Credit Suisse and Macquarie were the book-runners of the IPO. Partner Kay Ian Ng led the transaction which was completed on 6 November 2013.

Sullivan & Cromwell is also representing Yashili International Holdings Ltd in respect of the approximately US$62 million pending sale of 100 percent of its subsidiary, Yashili (Zhengzhou) Nourishment Co Ltd, to a joint venture company to be set up between leading Chinese dairy company China Mengniu Dairy Ltd and WhiteWave Foods Company, a leading consumer packaged food and beverage company in North America and Europe. The JV intends to manufacture, market and sell a range of nutritious products in China. Under the terms of the agreement, WhiteWave will own a 49 percent stake in the JV whilst Mengniu will own a 51 percent stake. The formation of the JV is subject to various governmental approvals in China which are expected to be obtained in the first half of 2014. The acquisition of the production facility is subject to the formation of the JV and approval of the minority Yashili shareholders. Partner Gwen Wong led the transaction which was announced on 6 January 2014.

WongPartnership has acted for Avago Technologies Ltd in respect of a US$1 billion convertible bond issue to Silver Lake Partners. Partners Hui Choon Yuen, James Choo and Tan Shao Tong led the transaction.

WongPartnership has also acted as Singapore counsel for Linc Energy Ltd in respect of its concurrent delisting from the ASX and the new listing on the SGX with an offering of 51.85 million shares, including the over-allotment option, at an offering price of S$1.20 (US$0.95) per share consisting of an international placement made pursuant to Rule 144A and Regulation S under the US Securities Act of 1933, as amended, and a public offer in Singapore, to raise approximately S$62.2 million (US$49.1m). Credit Suisse (Singapore) Ltd, DBS Bank Ltd, and JP Morgan (SEA) Ltd are the joint issue managers, joint book-runners and joint lead managers for the offering. Partners Gail Ong and Karen Yeoh led the transaction.