Deals – 16 September 2010

Allen & Gledhill LLP has also advised DBS Bank Ltd in respect of its issue of US$1 billion 2.375 percent notes due 2015 under its US$10 billion debt issuance programme. The joint lead managers for the notes are Barclays Bank PLC Singapore Branch, DBS Bank Ltd and Merrill Lynch (Singapore) Pte Ltd. Partner Glenn Foo led the transaction.

Allens Arthur Robinson has acted for joint lead managers Macquarie Capital Advisers Limited and UBS AG Australia Branch in respect of Mirabela Nickel Limited’s (Mirabela) recently announced US$165 million capital raising. The deal was a global offer involving both conditional and unconditional tranches, and included an offer of shares listed on both the Australian Securities Exchange and the Toronto Stock Exchange. The funds raised will be used to prepay Mirabela’s senior debt facility and expand the company’s world-class Santa Rita nickel sulphide mine in Brazil. Robert Pick, co-head of the firm’s equity capital markets team, led the advisory team, whilst Sidley Austin and Cassels Brock & Blackwell LLP acted as US and Canadian counsel respectively. Hardy Bowen was Australian counsel to Mirabela Nickel Limited, with Paul, Weiss, Rifkind, Wharton & Garrison LLP and Lawson Lundell LLP respectively providing the company with US and Canadian advice.

AZB & Partners has advised the Michael & Susan Dell Foundation (the Foundation) in respect of the issuance to the Foundation of equity shares of Svasti Microfinance Private Limited (Svasti), representing approximately 22 percent of the share capital of Svasti on a fully diluted basis. The deal, which was valued at approximately US$500,000, was led by partner Allwyn Noronha.

AZB & Partners has also advised Reliance Industries Investment & Holding Private Limited in respect of its acquisition, through its wholly owned subsidiary Reliance Industries Investment and Holding Private Limited, of shares in EIH Limited. Purchased from the promoters of EIH Limited – Oberoi Hotels Private Limited, Aravali Polymers LLP and Mr. Prithvi Raj Singh Oberoi –the shares were valued at approximately US$218 million and represented 14.12 percent of EIH Limited. Partner Shuva Mandal led the transaction.

Davis Polk & Wardwell LLP has advised the underwriters – comprised of Barclays Bank PLC, Citigroup Global Markets Inc, Credit Agricole Securities (USA) Inc, Deutsche Bank AG Singapore Branch, JP Morgan Securities LLC, KDB Asia Limited and Daiwa Capital Markets Europe Limited – in respect of a Schedule B debt offering by The Korea Development Bank of US$900 million in aggregate principal amount of its 3.25 percent notes due 2016. Partners Eugene C Gregor and John D Paton led the firm’s advisory team. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law and Lee & Ko as to Korean law.

Davis Polk & Wardwell LLP has also advised Renhe Commercial Holdings Company Limited (Renhe), a PRC-based underground shopping center operator and developer, in respect of its US$300 million Rule 144A/Reg S offering of its 13 percent senior notes due 2016. BOCI Asia Limited, Merrill Lynch International and UBS AG acted as initial purchasers for the offering, which marked Renhe’s second Rule 144A/Reg S offering of senior notes this year. Partners William F Barron, Show-Mao Chen, and John D Paton led the firm’s advisory team, whilst Renhe was also advised by Jingtian & Gongcheng as to PRC law, Conyers Dill & Pearman as to Cayman Islands and BVI law, and Norton Rose as to Hong Kong law. Meanwhile, the initial purchasers were advised as to US law by a team from Latham & Watkins, led by David Zhang, Eugene Lee, Louis Rabinowitz, Zheng Wang and Ivy Peng, and by Kaiwen Law Firm as to PRC law.

Drew & Napier is advising Link Crest Limited (Link) in respect of its mandatory conditional offer for all the shares of Singapore-listed Chinese soybean product maker Pine Agritech which Link and its concert parties do not already own, which amount to approximately 60 percent. The move is designed to facilitate the delisting and privatisation of Pine Agritech. Director Marcus Chow and Mei Hui Tan are handling the transaction, which is valued at S$340 million (US$254m).

Freshfields Bruckhaus Deringer has advised Vodafone in respect of an agreement to sell its entire 3.2 percent interest in China Mobile Limited. The companies have also agreed to continue commercial and technology cooperation. Vodafone expects the cash consideration to be approximately £4.3 billion (US$6.7b), before tax and transaction costs. The firm’s multi-jurisdictional team was led by partner Ben Spiers, who is also co-head of the firm’s TMT sector group, Will Lawes, and corporate partners Teresa Ko and Ken Martin.

Hogan Lovells has been formally appointed as legal adviser to state-owned mining company Erdenes MGL LLC (Erdenes), the sole owner of the mining operations for the Tavan Tolgoi project in Mongolia. Often called the world’s biggest untapped coking coal deposit, Tavan Tolgoi holds a coal reserve of 6.5 billion tonnes. The firm will assist Erdenes to establish draft mining agreements which can be utilised for the development of the Tavan Tolgoi coal deposit area and other future coal mine developments in Mongolia. The firm’s team will be led by Ulaanbaatar-based partner Michael Aldrich, with an international partner team comprising of John Copper in London, Joseph Bell in Washington DC, James Harris in Singapore and Jamie Barr in Hong Kong.

Khaitan & Co has advised Betul Oil Limited in respect of its IPO of equity shares, which was lead managed by Anand Rathi Advisors Limited. The issue raised approximately US$23.55 million. Partner Vibhava Sawant led the transaction.

Khaitan & Co has also advised Integrated Coal Mining Limited (ICML), an RPG group company, in respect of the acquisition of a stake in, and right to purchase coal from, Resource Generation Limited (RGL), a public company listed on the Australian and Johannesburg Stock Exchanges. RGL is a new “energy resources company” specialising in the development of major energy related resources. ICML, which is engaged in mining activities in the state of West Bengal, will purchase coal from RGL’s Boikarabelo mines in South Africa for 20 years and will acquire a 10 percent stake in RGL for a total subscription price of A$10.5 million (US$9.85m). Partner Haigreve Khaitan and associate partner Rajat Mukherjee led the transaction.

Kim & Chang has advised Korean-listed company Hyosung Corporation in respect of its acquisition of 28 percent of the shares in Hyosung Ebara Co Ltd held by Japanese industrial pump manufacturer Ebara Corporation. Consideration for the transaction was approximately KRW 25.5 billion (US$22m). Joon B Kim, Jae-Hoon Cheong and Soo-Kyung Lee led the firm’s advisory team.

Kim & Chang has also advised Pinx CO LTD (Japan) (Pinx Japan) in respect of the sale of Pinx Co Ltd (Pinx Korea) to SK Networks Co Ltd. Pinx Korea operates a multi-service resort in Jeju Island which is comprised of the Pinx Golf Club, the Podo Hotel and the Biotopia Complex. The total value of the transaction, which comprised approximately KRW3 billion (US$2.6m) for existing shares and KRW70 billion (US$60.4m) for new shares, amounted to an aggregate of KRW73 billion (US$63m). Partner Jin Yeong Chung led the transaction.

Lee & Ko has advised a global consortium of four private equity funds – including STIC Korea Integrated-Technologies New Growth Engine Private Equity Fund and SSF Capital Sdn Bhd (advised by or related with STIC Investment Inc, a Korean private equity firm) – in respect of its acquisition of a 30 percent plus equity stake in KRX KOSDAQ-listed MDS Technology Co Ltd. Instead of acquiring equity ownership as financial investors, the consortium is acquiring from the company’s major shareholders a controlling stake as strategic investors in a listed company. Partners Dong Eun Kim and Je Won Lee led the firm’s transaction team.

Lee & Ko has also acted as Korean counsel to NASDAQ-listed Sterling Financial Corporation, a bank holding company organised under the laws of the State of Washington, in respect of its recapitalisation plan to raise about US$730 million in order to bolster its capital footing. The recapitalisation took the form of privately placing convertible participating voting preferred stock and common stock with institutional investors in Korea, the US and elsewhere in the world. Partners WonKyu Han and Je Won Lee led the firm’s advisory team.

Mallesons Stephen Jaques is advising Canadian gold miner Goldcorp Inc in respect of its A$3.6 billion (US$3.4b) acquisition of all outstanding shares in Andean Resources, a Perth- based dual listed public company focused on finding precious metal resources whose principal asset is the 100 percent owned Cerro Negro gold project in Argentina. The firm’s advisory team was led by partners David Perks, Nigel Hunt, Stephen Minns and Richard Snowden.

Mallesons Stephen Jaques has also acted for World Sport Group (WSG) in respect of what is believed to be the world’s first and largest sport infrastructure PPP project, and Singapore’s largest and flagship PPP project, to date. Under the Singapore Sports Hub PPP, a new national stadium and sporting and leisure facilities will be developed in Singapore. WSG, Asia’s leading sports marketing, media and event management company, will provide sports consultancy and sports event procurement services for the Singapore Sports Hub, as well as manage all commercial rights relating to the Singapore Sports Hub for the next 25 years. The firm’s advisory team was led by Sydney partners Scott Bouvier and Mark Upfold.

Mori Hamada & Matsumoto has advised leading US private equity firm GTCR in respect of the acquisition of the breast care business of Ethicon-Endo Surgery (EES) by Devicor Medical Products, Inc (Devicor), a GTCR portfolio company. The EES breast care product portfolio is sold in 50 countries around the world and includes the MAMMOTOME breast biopsy system and tissue markers (MammoMARK, MicroMARK, and CoreMARK) used for breast disease diagnostic sampling and management. Devicor is a management partnership formed between GTCR and Tom Daulton, a former senior executive at Cardinal Health. Daulton will serve as chief executive officer of Devicor and Mammotome. Atsushi Oishi and Toshifumi Ueda led the firm’s advisory team.

Nishith Desai Associates has advised leading telecom products and services provider Qualcomm Incorporated in respect of its successful bid in the Broadband Wireless Access auction conducted by the Government of India’s Department of Telecommunications. The transaction represents the first time that the Indian government has conducted an auction of spectrum and has allowed foreign players to directly participate in such auction.

Norton Rose Group is advising London Stock Exchange-listed Kazakhstan mining group ShalkiyaZinc NV (ShalkiyaZinc) in respect of a US$50 million rescue share issuance to SAT & Company (SAT), a Kazakhstan industrial holding group active in the metallurgy and petrochemical industries. ShalkiyaZinc holds mining rights to the fifth largest zinc deposit in the world. SAT will invest US$50 million in ShalkiyaZinc in return for an equity interest equal to 81.39 percent of the enlarged issued share capital of ShalkiyaZinc. Completion of the transaction will trigger a mandatory tender offer to ShalkiyaZinc’s GDR holders. The transaction is supervised by the UK Takeover Panel and the Dutch Authority for the Financial Markets, who have agreed to share jurisdiction in this matter. The firm’s advisory team is being led by corporate finance partner Andrei Yakovlev. Dutch law advice is led by Amsterdam corporate finance partner Marcel van de Vorst.

The Singapore office of Watson, Farley & Williams LLP has advised Sevan Marine ASA (Sevan) in respect of its acquisition of its minority partner in the Sevan Hummingbird FPSO (the vessel) and in the refinancing of a US$200 million bond issue. After securing funds through the bond issue, Oslo-listed Sevan has paid British energy group Centrica US$39 million for the 20 percent equity it holds in the vessel. As part of the deal, Centrica will retain the right to 20 percent of any profits from any future sale of the vessel in the next five years. Sevan will use the balance of the cash raised through the bond issue to pay off debt for construction of the vessel in China and for general corporate purposes. The firm’s advisory team was led by partner Ken Cheung.

Watson, Farley & Williams LLP has also advised the informal steering committee – comprising of BNP Paribas, Commerzbank AG and HSH Nordbank AG – in respect of the debt restructuring of certain syndicate facilities extended by certain banks and financial institutions to SGX-listed Rickmers Maritime, a Singapore-registered business trust, and/or its subsidiaries. Completion of the restructuring is anticipated to take place later this year and is subject to the approval of unit holders. The firm’s advisory team was led by partner Madeline Leong.

Weerawong, Chinnavat & Peangpanor Ltd has represented Berli Jucker Public Company Limited and Owens-Illinois (Australia) Pty Ltd in respect of the acquisition of all shares in Malaya Glass Products Sdn Bhd (MGP) from Fraser & Neave Holdings Ghd. The total purchase price of the shares is US$221.7 million. MGP is located in Johor Bahru in Malaysia, and has subsidiaries in Thailand, China and Vietnam. It has been a leading manufacturer of high quality glass containers for over 45 years in Southeast Asia. Partners Weerawong Chittmittrapap, Chinnavat Chinsangaram and Troy Schooneman led the transaction.

Weerawong, Chinnavat & Peangpanor Ltd has also acted for CIMB Thai Bank Public Company Limited, formerly BankThai Public Company Limited (BankThai), in respect of the sale of all the shares in BT Asset Management Co Ltd to CIMB-Principal Asset Management Berhad. The transaction follows CIMB’s acquisition of BankThai. Partner Chatri Trakulmanenate led the transaction.

WongPartnership LLP has acted for ETLA Limited (ETLA), a wholly-owned subsidiary of Singapore-listed Frencken Group Limited (a global high-tech capital and consumer equipment service provider), in respect of the divestment of the properties at 1 and 2 Changi North Street 2 Singapore to Cambridge Industrial Trust (CIT) for S$22.11 million (US$16.5m), as well as in the leaseback of the properties between ETLA and CIT. Partners Carol Anne Tan and Karen Wee acted on the matter.