Deals – 17 April 2014

Allen & Gledhill has also advised Keppel Land Ltd in respect of the grant of a S$397.6 million (US$317.5m) term loan facility and a S$200 million (US$159.7m) committed revolving credit facility to its subsidiary Harvestland Development Pte Ltd by Mizuho Bank Ltd Singapore Branch. The facility is for the purchase and construction of a residential condominium development at Kim Tian Road, Singapore. Partner Lyn Wee led the transaction.

Allens has advised National Australia Bank and Westpac Banking Corporation as arrangers in respect of the issue of A$400 million (US$374.5m) bonds due 2021 by Perth Airport Pty Ltd, a subsidiary of Perth Airport Development Group which operates and maintains Perth Airport. Partner James Darcy led the transaction which is considered the latest example of a single asset infrastructure company entering the domestic debt capital markets.

Amarchand & Mangaldas has advised Piramal Enterprises Ltd in respect of the sale of its 10.97 percent stake in Vodafone India Ltd to Prime Metals Ltd, a subsidiary of Vodafone UK Plc, for approximately US$1.47 billion. The deal gives Vodafone UK 100 percent shareholding in its Indian subsidiary, making Vodafone India the first Indian telecom company which is 100 percent foreign-owned. Partners Cyril Shroff and Leena Chacko led the transaction which closed on 11 April 2014.

Appleby has acted as British Virgin Islands counsel to the mandated lead arrangers and book-runners, which included Australia and New Zealand Banking Group Ltd, Crédit Agricole Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation, in respect of providing a HK$1.8 billion (US$232m) secured syndicated term loan and revolving credit facility to Fortune Real Estate Investment Trust (Fortune REIT) involving a BVI borrower and several BVI security providers. This new facility will be used to partly repay an existing facility made available to Fortune REIT in 2012 and to finance the corporate funding requirements of Fortune REIT, a real estate investment trust which is dual-listed in Singapore and Hong Kong and holds a portfolio of 17 private housing estate retail properties across Hong Kong. Partner Jeffrey Kirk led the transaction whilst Allen & Overy Hong Kong acted as onshore counsel.

Assegaf Hamzah & Partners has advised PT XL Axiata Tbk (XL) in respect of its agreement for the acquisition of PT AXIS Telekom Indonesia (AXIS) from Teleglobal Investments BV (Teleglobal), a wholly-owned subsidiary of Saudi Telecom Company (STC), with STC as the guarantor. Under the agreement, XL will purchase the entire issued share capital of AXIS for US$865 million, representing a combination of payment of a nominal value for AXIS’ equity and repayment by XL of part of AXIS’ indebtedness. XL’s payment was funded by its shareholder, Axiata Group Bhd, and banks. Following the acquisition, AXIS was merged into XL. The acquisition was completed on 19 March 2014 whilst the merger was completed on 8 April 2014. Partners Bono Daru Adji, Tunggul P Utomo, Ibrahim Sjarief Assegaf and Yogi Sudrajat Marsono led the transaction whilst Sidley Austin acted as international counsel. Soemadipradja & Taher acted as local counsel whilst Freshfields Bruckhaus Deringer acted as international counsel to STC.

Baker & McKenzie has advised Canada Pension Plan Investment Board (CPPIB) in respect of its new venture with China Vanke Co Ltd, the largest residential developer in China. Through this venture, CPPIB will over time invest US$250 million in the Chinese residential market. To seed the venture, CPPIB and China Vanke are investing in a project in Qingdao, Shandong Province in China. The venture will focus on new residential development projects in large cities across China. Partner Dorothea Koo, with partners Jason Ng and Michael Horman, led the transaction. Reed Smith Richards Butler acted for China Vanke whilst Weil Gotshal acted for Kinetic Investment.

Baker & McKenzie is also acting for CITIC Metal as one of the members of the Chinese consortium which has entered into an agreement with Glencore Xstrata on 13 April 2014 in respect of acquiring from Glencore Xstrata all of its equity interests in the Las Bambas Copper Project in Peru for approximately US$5.85 billion. China Minmetals holds a 62.5 percent interest in the said Chinese consortium whereas CITIC Metal holds a 15 percent interest whilst the remaining 22.5 percent interest is held by Guoxin International Investment Corporation. This is the one of the largest mining-related acquisitions by Chinese companies in the recent years. China is the world’s biggest copper consumer, accounting for nearly 44 percent of the world’s copper consumption. Partner Bee Chun Boo led the transaction.

Baker McKenzie.Wong & Leow, a member firm of Baker & McKenzie International in Singapore, has advised United Overseas Bank Ltd, Maybank Investment Bank Berhad and AmBank (M) Berhad (Labuan Offshore Branch) in respect of a US$112.7 million facility agreement between Yinson Production Ltd, United Overseas Bank Ltd Labuan Branch, AmBank (M) Berhad (Labuan Offshore Branch) and Maybank Investment Bank Berhad. Partner James Huang led the transaction.

Clayton Utz has advised Bank of Queensland Ltd (BOQ) in respect of bringing to market a A$400 million (US$375m) accelerated renounceable entitlement offer capital raising to partially fund BOQ’s acquisition of Investec Bank (Australia) Ltd’s professional finance business and asset finance and leasing businesses in Australia. Partner Tim Reid led the transaction which was announced to the market on 11 April 2014.

Clyde & Co has advised Sanpower Group Co Ltd in respect of its acquisition of 89 percent stake in British retailer House of Fraser. The deal, which was signed on 3 April 2014 and was valued at approximately £480 million (US$803m), is the Sanpower Group’s first major investment in the UK retail sector and China’s largest retail foreign investment to date. House of Fraser was established in Scotland in 1849 and has about 60 stores in the UK and Ireland. Sanpower Group owns the well-known Chinese Nanjing Xinjiekou department store and 100 more companies in various sectors in China. Partner Lynia Lau led the transaction.

Herbert Smith Freehills has advised Shunfeng Photovoltaic International Ltd in respect of its RMB3 billion (US$482m) acquisition of 100 percent interests in Wuxi Suntech Power Co Ltd from its administrator. Shunfeng is one of the largest independent private solar products providers in China. It focuses on the research and development, manufacturing and sales of wafers, solar cells and solar modules. The company also develops and finances solar power station projects in China. The firm also advised Shunfeng on its issue of convertible bonds which raised HK$3.58 billion (US$461.7m) most recently used to fund the acquisition of Wuxi Suntech. Before Wuxi Suntech went into administration, it was an operating subsidiary of NYSE-listed Suntech Power. The Wuxi Intermediate People’s Court approved the restructuring plan in relation to Wuxi Suntech in November last year and the shareholders of Shunfeng approved the acquisition on 7 April 2014. Partner Jason Sung led the transaction.

J Sagar Associates has advised Symphony Teleca India in respect of the proposed acquisition of Aditi Technologies Private Ltd. Symphony Teleca is, inter alia, engaged in delivering innovative SaaS / Cloud enterprise software products, mobile software products and solutions, big data and analytic services and solutions, and integrated demand-side solutions that combine all of these capabilities. Aditi specialises in cloud technologies and services. Partners Vivek K Chandy, Raj Ramachandran and Malini Raju led the transaction which is expected to close in the next few months. Symphony Teleca India was also represented by Orrick, since Aditi has operations in the USA and the UK. Aditi was represented by Nishith Desai Associates Bangalore led by partner Vaibhav Parikh.

Khaitan & Co has advised Peninsula Brookfield Real Estate Fund in respect of the US$40 million investment in Inesh Realtors Private Ltd India, an SPV which is a part of the Mantri Group, by way of subscription to non-convertible debentures to be issued and listed in three tranches on the Bombay Stock Exchange (BSE). Peninsula Brookfield Real Estate Fund is a Category II Alternative Investment Fund registered with SEBI and is managed by a joint venture between Peninsula Land and Brookfield Financial with over INR1 billion (US$16.6m) worth of assets under management. Partner Siddharth Shah led the transaction with assistance from partner Rajiv Khaitan.

Khaitan & Co has also advised JP Morgan Europe Ltd in respect of senior and mezzanine facilities aggregating to £235 million (US$393m) provided to offshore subsidiaries of Lodha Group India for the acquisition of a property in London for construction and development purposes. Partners Haigreve Khaitan and Kumar Saurabh Singh led the transaction.

Kirkland & Ellis has represented Vision Knight Capital, a leading independent Chinese private equity firm, in respect of the recent closing of its second private equity fund Vision Knight Capital China Fund II. The fund closed at its hard cap with aggregate capital commitments of US$550 million. The fund, which will make investments in China’s retail and consumer internet and e-commerce sectors, accepted commitments from a broad mix of global institutional investors, including sovereign wealth funds, pension plans, endowments and foundations, diversified financial institutions and family offices. Partners Christopher Braunack and Carol Liu led the transaction.

Kirkland & Ellis has also represented BAIOO Family Interactive Ltd, China’s leading children’s web game developer, in respect of its IPO on the HKSE. The issuer was the largest online entertainment destination designed for children by revenue in China in 2013, with over 40 percent of the market share. The concurrent IPO and Rule 144A/Regulation S placing was priced at HK$2.15 (US$0.28) per share for a total offering size of approximately US$196 million, excluding the exercise of the over-allotment option. The listing took place on 10 April 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Henry Cheng led the transaction.

Latham & Watkins has advised the managers and HSBC Corporate Trustee Company (UK) Ltd, as the delegate, in respect of the issuance by Saudi Electricity Company (SEC) of US$1.5 billion certificates due 2024 and US$1 billion certificates due 2044. The transaction represents the second sukuk issuance for SEC in 2014, with the company having successfully raised SAR4.5 billion (US$1.2b) through a public sukuk issuance in the Kingdom of Saudi Arabia in January 2014. The firm advised the joint lead managers on this transaction. Deutsche Bank AG London Branch, HSBC Bank plc and JP Morgan Securities plc acted as the joint lead managers, with Mizuho Securities Co Ltd acting as a co-manager. The sukuk was issued by Saudi Electricity Global Sukuk Company 3, an SPV incorporated in the Cayman Islands, and utilised an Ijara structure, a structure that was also successfully used in the international 30 year sukuk issuance by SEC in 2013 which was the world’s first international 30 year sukuk issuance. The sukuk was offered to investors in the US pursuant to Rule 144A of the US Securities Act of 1933, as amended. Partners Harj Rai, Nomaan Raja and Lene Malthasen led the transaction. Walkers, led by partner Daniel Wood, acted as Cayman Islands counsel to Saudi Electricity Company.

Majmudar & Partners has represented Hardinge Inc, a leading international provider of advanced metal-cutting solutions, in respect of its acquisition by way of a business transfer of the Forkardt workholding products division of ITW India Ltd. The transaction was part of Hardinge’s global acquisition of the Forkardt business of Illinois Tool Works Inc, a US-based publicly traded company, for US$34 million. The acquisition of the US, Swiss, German and Chinese Forkardt businesses by Hardinge was completed in 2013. The Indian leg of the transaction was completed in April 2014, since this part of the transaction involved the establishment of the India purchaser entity as a limited liability partnership, which required prior approval of the Foreign Exchange Promotion Board. Partners Akil Hirani and Christopher Krishnamoorthy led the transaction.

Majmudar & Partners has also represented Bikaji Foods International Ltd and its promoters, the Agarwal family, in respect of the acquisition of a 12.5 percent equity stake by Lighthouse Funds by way of a fresh issue of shares by Bikaji Foods. The amount of Lighthouse Funds’ investment was INR900 million (US$15m). Headquartered in Bikaner, Rajasthan, Bikaji Foods is a leading manufacturer of packaged Indian snack foods, trading mainly under the “Bikaji” brand. This transaction represents the first round of private equity investment in the company. Partners Akil Hirani and Christopher Krishnamoorthy also led the transaction.

Norton Rose Fulbright has advised China Development Bank Corporation in respect of a new strategic cooperation agreement with Barclays. The transaction follows a previous cooperation memorandum that was signed in 2007. The new agreement extends the banks’ cooperation to cover the international loan market and to Africa in particular, as well as covering investment banking and retail banking. The agreement is global and spans a range of services. Partner Wang Yi led the transaction.

Paul, Weiss has advised IMAX Corporation in respect of its US$80 million sale of a 20 percent stake in its Greater China business, IMAX China (Holding) Inc (IMAX China), to China Media Capital, China’s leading investment fund focused on media and entertainment, and FountainVest Partners, a leading China-focused private equity firm. The investment provides for the sale and issuance of 20 percent of the shares in IMAX China, with the intent of further strengthening IMAX’s competitive position in China. By introducing Chinese ownership into its China subsidiary, IMAX expects the transaction to lead to an eventual IPO of IMAX China. The key goals of the transaction include the continued expansion of IMAX’s theatre network in China, the sustained performance in the marketplace of IMAX’s Hollywood and Chinese titles, and the further strengthening of government and industry relationships within China. Partner Jeanette Chan led the transaction. Fried Frank, led by partners Douglas Freeman and Victor Chen, represented China Media Capital and FountainVest.

Shook Lin & Bok is acting for Tee Yih Jia Food Manufacturing Pte Ltd, a substantial shareholder of SGX-listed Etika International Holdings Ltd (Etika), in respect of the shareholders’ undertaking for the proposed sale of business assets by Etika to Asahi Group Holdings Southeast Asia Pte Ltd, the Singapore subsidiary of Japanese food and beverage company Asahi Group Holdings Ltd, for approximately US$328.8 million. Partners Wong Gang and Pearlyn Xie are advising on the transaction.

Stamford Law has advised in respect of the sale by SGX-listed Etika International Holdings Ltd of its dairies and packaging business and relevant IP to Asahi Group Holdings Southeast Asia Pte Ltd for a cash consideration of approximately US$328.8 million. The Etika Group is one of the world’s largest manufacturers and distributors of sweetened condensed milk and is a leading player in the regional food and beverage market. Asahi Group Holdings Southeast Asia is the Singapore subsidiary of Asahi Group Holdings Ltd which engages in alcoholic beverages, soft drinks and food business in Japan and internationally.

Stamford Law has also advised Cacola Furniture International Ltd in respect of a conditional sale and purchase agreement with Sharp Year Ventures Ltd pursuant to which Cacola, upon completion of a restructuring exercise, will acquire the entire equity interest of a company to be incorporated in the British Virgin Islands by the vendor. Prior to the completion of the proposed acquisition, the target will become the holding company of, inter alia, nine companies. Cacola will acquire the target for a maximum of RMB1.32 billion (US$212m), to be satisfied by RMB250 million (US$40.2m) in cash and RMB1.07 billion (US$172m) by an allotment and issuance of such number of new ordinary shares in the capital of Cacola, which shall represent exactly 70 percent of the enlarged share capital of Cacola. The proposed acquisition, if undertaken and completed, will result in a reverse take-over of the company as defined under Chapter 10 of the SGX-ST Listing Manual.

Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has advised Malakoff Corporation Berhad, Malaysia’s largest independent power producer, in respect of two agreements with Sime Darby Energy Sdn Bhd for the acquisition of Sime Darby Berhad’s Malaysian power business. Malakoff, through its wholly-owned subsidiary Hypergantic Sdn Bhd, will purchase 75 percent equity interest in Port Dickson Power Berhad (PDP) from Sime Darby Energy. Simultaneously, Malakoff Power Berhad, a wholly-owned subsidiary of Malakoff that is principally involved in the operations and maintenance of power plants, will also acquire the operations and maintenance business relating to PDP’s power plant by purchasing the entire issued and paid up share capital of Sime Darby Biofuels Sdn Bhd. PDP is a 440 MW gas-fired open cycle power plant located on a 67-acre site in Tanjung Gemuk, Port Dickson, Negeri Sembilan, and is a licensed IPP. The gas-fired power plant started commercial operations in 1995 and supplies electric power to Tenaga Nasional Berhad. Partner Munir Abdul Aziz led the transaction.

Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has also advised Telekom Malaysia Bhd (TM) in respect of its investment agreement with Green Packet Bhd and SK Telecom Co Ltd to collaborate on developing a next-generation Long-Term Evolution (LTE) infrastructure for converged communications services in Malaysia. Green Packet and SK Telecom currently have equity interest in Packet One Networks (Malaysia) Sdn Bhd (P1). TM will invest RM350 million (US$107.8m) into P1 via the subscription of new ordinary shares to make TM the majority shareholder with an estimated 57 percent stake, and RM210 million (US$64.67m) into Green Packet via newly issued redeemable exchangeable secured bonds. TM, Green Packet and SK Telecom will subscribe for the redeemable convertible unsecured bonds to be issued by P1 to raise up to RM1.65 billion (US$508m). Partner Munir Abdul Aziz also led the transaction whilst Clifford Chance acted as international counsel.