|Baker & McKenzie has acted on one of the largest ever placements in Australia, representing Credit Suisse, Citi, JP Morgan and CommSec as placement agents appointed to advise Commonwealth Bank of Australia on its A$2 billion equity fundraising to acquire Bank of Western Australia Ltd and St Andrews Australia Pty Ltd from HBOS. The team was led by corporate partner Ashley Poke working with partners Craig Andrade, Frank Castiglia and Andrew Reilly.
Baker & McKenzie recently advised Monster Worldwide Inc on its acquisition of ChinaHR. Monster paid US$174 million for the remaining 55 percent stake in ChinaHR. They had previously acquired 45 percent of ChinaHR and made other loans to the company, for a total of US$95 million. The team was led by Shanghai-based partner Howard Wu.
Clayton Utz has advised private equity fund Gresham Private Equity on the A$165 million sale of disposable absorbent product manufacturer Australian Pacific Paper Products to listed Japanese company Unicharm. The sale followed a competitive auction, with the firm advising Gresham on all aspects of the transaction. The lead partner on the deal was Grant Koch.
Clayton Utz has advised leading Australasian integrated energy company Origin Energy on its signing of a A$9.6 billion deal with US liquefied natural gas operator ConocoPhillips to jointly develop Origin’s vast coal seam resources in Queensland. Corporate and M&A partners Andrew Smith, Graham Taylor and Emma Covacevich helped negotiate the deal, including advising on the deal structure, undertaking due diligence on the assets, preparation of the sale documents and negotiations with the preferred bidders. Concurrently, Corporate & M&A partners Rod Halstead, Jonathan Algar, Karen Evans-Cullen and David Landy advised Origin on their defence of a hostile takeover bid by BG.
DLA Phillips Fox has advised Retail Employees Superannuation Pty Ltd on its acquisition of a one-third partnership interest in the SEA Gas Pipeline System, a high pressure natural gas transmission pipeline between Iona in Victoria and Adelaide. The firm carried out legal due diligence and negotiated the share purchase agreement. Partner Dr Gerry Bean led the deal team which also comprised partners Monique Stella (banking and finance), John Goulios (insurance) and Rick Catanzaritti (employment).
DLA Piper Hong Kong has advised Avex Group (Japan) in its joint financing project of a US$50 million film fund for Asia, the PAMIEM. The transaction represents a significant contribution to increase the competitiveness of the film industry in Asia and a rare major collaboration between two media giants from Japan and Hong Kong in furthering their efforts to increase production of Asian films.
Hwang Mok Park PC advised Korean fishery company Dongwon Enterprise Co Ltd on the cross-border acquisition and financing of Dongwon’s US$360 million acquisition of US tuna brand StarKist from Del Monte Foods. Transaction finance was supplied by a syndicate of Korean and international banks arranged by Korea’s Hana Bank, and the closing took place at the beginning of October, in the teeth of the global credit crunch. The team was led by corporate and securities partner Doil Son.
KhattarWong has advised SMRT Corp Ltd on its acquisition of 49 percent equity interest in Shenzhen Zona Transportation Group Co Ltd, a company incorporated in the PRC. The aggregate purchase consideration for the equity interest was RMB430 million. Managing partner Tan Chong Huat, along with international China practice co-head Lin Song advised SMRT on this transaction.
Kim & Chang has advised the E-Land Group on their sale of Homever, the fourth largest hypermarket chain in Korea, for a total of ₩2.3 trillion (US$2.2 billion), including debt. The transaction represents one of the largest M&A deals in Korea this year. The firm advised E Land in all aspects of the transaction, including structuring, regulatory and tax matters, as well as negotiated and drafted the transaction documents. Kyung-Tae Kim led the firm’s advisory team.
Kim & Chang successfully defended Samsung Tesco in the review conducted by the Korea Fair Trade Commission (KFTC) on its acquisition of the E-Land Group. The firm developed various economic and legal arguments to persuade the KFTC to order behavioural remedies rather than divestments as a condition of the merger. Chang-Sik Hwang and Sung-Joo Yoon led the advisory team.
Minter Ellison has advised Winnington Capital Ltd on its acquisition of a stake in Rightchina Ltd from Score High Ltd, a subsidiary of Hong Kong-listed real estate development company, Shui On Land Ltd. The transaction was valued at a total of US$272 million, and involved the acquisition of a 25 percent stake in Rightchina for RMB1,021 million (US$136 million) together with an irrevocable call option for a further 25 per cent equity interest at an exercise price of RMB1,021 million (US$136 million).
Minter Ellison has also advised Winnington Capital Ltd on its acquisition of 49 percent of the shares in Foresight Profits Ltd from Shui On (Development) Holdings Ltd. The US$324 million deal involved the acquisition of a 25 percent interest in Foresight Profits Ltd for RMB1.13 billion (US$162 million) together with an irrevocable call option for a further 24 per cent equity interest at an exercise price of RMB1.13 billion (US$162 million).
Shearman & Sterling advised the mandated lead arrangers, KfW, SMBC, Standard Chartered Bank, Bank of Tokyo-Mitsubishi, Calyon, Fortis and KBC on the dual-currency financing of the US$460 million dollar tranche of the Gheco-One independent power project in Thailand. The firm also advised local Thai banks, Bank of Ayudhya and Kasikornbank, as additional mandated lead arrangers for the transaction valued at THB9.9 billion (US$288 million). Bill McCormack, partner and head of the Asia project development and finance group, led the transaction team.
Skadden, Arps, Slate, Meagher & Flom LLP has represented Nomura Holdings Inc in its agreement with certain subsidiaries of Lehman Brothers Holdings Inc to acquire all the share capital of Lehman Brothers Services India Private Ltd, Lehman Brothers Financial Services (India) Private Ltd and Lehman Brothers Structured Finance Services Private Ltd. The purchase price was undisclosed. The team on the acquisition included in Hong Kong, corporate partner Jonathan Stone, and in New York, corporate restructuring partner Jay Goffman, and M&A partners Lou Kling and Howard Ellin.
Watson, Farley & Williams has advised MISC Capital in relation a US$1 billion transferable syndicated loan facility with the Bank of Tokyo-Mitsubishi UFJ, BNP Paribas, Mizuho Corporate Bank, OCBC (Malaysia) and Sumitomo Mitsui Banking Corp. The team was led by Christopher Lowe, partner and head of the Singapore international finance group.
UAE Ministry of Finance issues guidance on Economic Substance Regulations
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David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.