Deals – 17 January 2013

Amarchand & Mangaldas & Suresh A Shroff & Co has advised GSPC Distribution Networks Ltd (GDNL) in respect of the merger control filing with the Competition Commission of India (CCI) on the acquisition of 65.12 percent of the total issued equity share capital of Gujarat Gas Company Ltd (GGCL) by GDNL from BG Asia Pacific Holdings Pte Ltd (BGAPHL) pursuant to a share purchase agreement (SPA) executed on 3 October 2012. The proposed transaction envisaged an open offer by GDNL under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and it pertains to the natural gas sector in India which is governed by the Petroleum and Natural Gas Regulatory Board Act 2006 (PNGRB Act). GDNL, the acquirer, was required to provide an undertaking stating that it will review the contracts entered into between GGCL and its customers to ensure that such contracts are in compliance with the provisions of the Competition Act 2002 and the PNGRB Act. GDNL is required to submit a compliance report within six months post the consummation of the proposed transaction. Partners Cyril Shroff and Nisha Kaur Uberoi led the transaction which is the first Form II merger notification filed before the CCI as well as the first instance of a natural monopoly being evaluated by the CCI.

Appleby has acted as Bermuda counsel for Peak Reinsurance Holdings Ltd (Peak Re) and International Finance Corporation (IFC) in respect of the issuance of shares in Peak Re to IFC and Spinel Investments Ltd of approximately US$550 million. Peak Re’s Hong Kong subsidiary Peak Reinsurance Company Ltd is aiming initially to capture the growing demand for reinsurance in the Asia-Pacific region and has planned to service markets in the region. Peak Re has an issued capital of US$550 million, with Fosun International contributing US$468 million as the founding shareholder and IFC putting in an equity investment of US$82 million. Fosun International is a major investment group with a focus on China whilst IFC is the investment arm of the World Bank Group. Partner Judy Lee acted for Peak Reinsurance and partner Jeffrey Kirk headed the team acting for IFC. DLA Piper acted as counsel for Peak Reinsurance whilst Clifford Chance acted as counsel for IFC.

Clayton Utz is advising leading private equity firm Ironbridge Capital in respect of the NZ$501 million (US$421.25m) sale of EnviroWaste Services Ltd to HKSE-listed Cheung Kong Infrastructure Holdings Ltd. The firm, together with New Zealand firm Webb Henderson, advised funds advised and managed by Ironbridge on the sale, which is subject to a number of conditions. David Stammers is leading the transaction.

Clyde & Co, in association with Abdulaziz Al-Bosaily Law Office, has advised Saudi Hollandi Capital as underwriter in respect of the SAR87 million (US$23.2m) rights issue by Anaam International Holding Group. Tadawul-listed Anaam offered 8.7 million common shares to raise capital by 79.82 percent from SAR109 million (US$29m) to SAR196 million (US$52.27m). Proceeds will be used in financing the company’s future plans. Partners Abdulaziz A Al-Bosaily and Philip O’Riordan led the transaction.

Clyde & Co, in association with Abdulaziz Al-Bosaily Law Office, has also advised Northern Region Cement Company (NRC) in respect of its IPO of 90 million shares at SAR10 (US$2.67) a share. The IPO represents 50 percent of the company’s share capital at an aggregate offer price of SAR900 million (US$240m). NRC is a Saudi joint stock company headquartered in Arar in the northern region of Saudi Arabia. The company’s main business is the production of ordinary portland cement and sulphate resistant cement together with the trading of cement both inside and outside the Kingdom. The proceeds from the offering will, amongst other things, finance the expansion of the company’s existing cement plant. Partners Abdulaziz Albosaily and Philip O’Riordan also led the transaction which is one of the first IPOs of 2013.

Herbert Smith Freehills has advised China Agri-Industries Holdings Ltd (China Agri), a leading agribusiness and food processing company in China, in respect of an approximately HK$4.1 billion (US$526m) rights issue. HKSE-listed China Agri is a member of the COFCO Group, the largest supplier of diversified products and services in the agricultural products and food industry in China. China Agri takes the lead position in China for processing oilseeds, biofuel and biochemical, rice trading, wheat as well as brewing materials in China. Partner Tom Chau led the transaction.

Jones Day has advised Asian Plantations Ltd in respect of the issuance of up to US$15 million convertible bonds due 2016 to OCBC Capital Investment I Pte Ltd. Asian Plantations is a Singapore incorporated company with 100 percent owned Malaysian subsidiaries that are involved in the acquisition and development of palm oil plantation land in Sarawak, Indonesia. Partner Joseph Bauerschmidt led the transaction which was completed on 9 January 2013.

Khaitan & Co has represented Bialetti Industrie SpA in respect of securing a favourable decision before the Bombay High Court on a dispute with the counterparties regarding termination of a joint venture agreement between them. The counterparties contended that termination and breach amounts to oppression and mismanagement of the minority shareholders and approached the Company Law Board (CLB) for consequent reliefs. The CLB dismissed the claim under Section 8 of the Arbitration and Conciliation Act 1996 (A&C Act), since the disputes ought to be referred to arbitration. The counterparties filed an appeal under Section 10F of the Companies Act 1956 (Act). The judgment by the Bombay High Court is a landmark decision on the issue of whether the parties can appeal to the High Court against the CLB forcing parties to resort to arbitration. Partners Murali Neelakantan and Chakrapani Misra led the transaction.

Khaitan & Co has also advised Airgate Holdings Ltd in respect of the acquisition of 28.3 percent stake in Asian Business Exhibition and Conferences Ltd from Q Exhibit, a wholly owned subsidiary of QInvest LLC, Qatar’s leading investment bank, for £14 million (US$22.4m). Airgate is a wholly subsidiary of ITE Group plc, a leading organiser of international trade exhibitions and conferences. Partner Bharat Anand led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Speedy Global Holdings Ltd in respect of its IPO and listing on the HKSE on 15 January 2013. The issuer is expecting to raise approximately HK$80 million (US$10.3m) by the issue of 150 million shares (subject to adjustment and over allotment option) in its global offering. Net proceeds will be used to expand the apparel retail business. Cinda International Capital Ltd is the sole sponsor to the global offering. The issuer is principally engaged in the provision of apparel supply chain services and the operation of apparel retail business in the PRC. Partner Christine Chang led the transaction. Li & Partners, led by partner Ernest Chung, acted as Hong Kong counsel whilst Jingtian & Gongcheng, led by partner Xusheng Zhang, acted as PRC counsel.

Mayer Brown JSM has advised Hanergy Holding Group Ltd, the largest privately-owned clean-energy developer in China, in respect of its acquisition of Silicon Valley-based MiaSolé, a high-tech company that designs and manufactures solar photovoltaic cells and modules to convert sunlight into electricity. Hanergy plans to ramp up the MiaSolé factory to full capacity, retain its over 100 employees and hire additional staff. It also acquired Solibro GmbH, the solar unit of Q-Cells SE, in Germany last September. Both acquisitions will allow Hanergy to collaborate through patent sharing and significantly improve its efficiency, as it anticipates a revival of the solar industry. Partner Xiangyang Ge, Mark Uhrynuk and Paul C de Bernier led the transaction.

Morrison & Foerster has advised in respect of a transforming and complex joint venture (JV) arrangement between Innovata BioMed, part of the Vectura Group, and Hong Kong-based Innovata HK Ltd which has formed a significant mainland China JV with its JV partner Tianjin KingYork Group Co Ltd, one of the leading pharmaceutical companies in China. The new company, which will be known as Tianjin Kinnovata Pharmaceutical Company Ltd, will produce new types of anti-asthma medicines and ancillary medical devices. The JV is being funded with an initial RMB60 million (US$9.6m). Over the longer term, it is planned to invest RMB1.2 billion (US$193m) in Tianjin Kinnovata Pharmaceutical Company. The new company is expected to achieve annual sales revenue of over RMB1 billion (US$160m), becoming China’s largest production base for medicines for the treatment of asthma. The production base will be located in the Tianjin Economic-Technological Development Area (TEDA). Julian Thurston, Sherry Yin and Thomas Chou led the transaction.

Paul Hastings has represented Lotte Chemical Corporation (Lotte), a member company of the Lotte Group and previously known as Honam Petrochemical, in respect of a significant trade secrets litigation victory in the United States District Court for the Middle District of Alabama Northern Division. In February 2012, American Structural Needling Company, a division of Burnam Enterprises LLC, brought suit against DACC Co Ltd, Lotte and DACC-Aerospace Co Ltd, claiming breach of contract, violations of trade secret law, fraud, interference with contractual and business relations, and conspiracy in a complex multi-party international dispute concerning alleged violation of trade secret information. In June 2012, the firm filed a motion to compel arbitration and stay proceedings pending arbitration of the dispute under the auspices of the International Chamber of Commerce, in an arbitration seated in Seoul, Korea. On 7 January 2013, the US District Court granted Lotte’s motion to compel arbitration in full and stayed the litigation pending arbitration of the dispute in Korea. Jeffrey Randall, Jong Han Kim, Jeffrey Pade and Joseph Profaizer led the transaction.

SyCip Salazar Hernandez & Gatmaitan has advised Maybank ATR Kim Eng Capital Partners Inc, Standard Chartered Securities (Singapore) Pte Ltd and UBS AG Hong Kong Branch as the joint lead managers in respect of the sale of the 15 percent stake of San Miguel Corporation (SMC) in San Miguel Pure Foods Co Inc (SMPF). The sale raised SMPF’s public float from 0.08 percent, exceeding the required 10 percent minimum public float. The P6 billion (US$147.35m) proceeds will be used by SMC for general corporate purposes, which include expansion and repairs of existing facilities. SMPF is SMC’s food manufacturing unit and owns popular leading brands Magnolia, Monterey, Purefoods, B-Meg, Dari Crème and Star. It also has presence in Vietnam and Indonesia through subsidiaries in San Miguel Pure Foods (VN) Co Ltd and PT San Miguel Pure Foods Indonesia. Partner Simeon Ken R Ferrer led the transaction.

SyCip Salazar Hernandez & Gatmaitan has also acted as Philippine counsel to Greenstone Resources Corporation and certain affiliated companies in respect of a US$25 million prepaid gold swap facility obtained from Credit Suisse. Drawdown occurred on December 2012. The facility is repayable over a period of 30 months commencing six months after drawdown. The proceeds will be committed to the award of a second earthmoving contract, various minor capital productivity and efficiency expenditures, payment of a loan obtained from Sprott Resource Lending Partnership and general working capital. Partner Hector M de Leon Jr led the transaction.

WongPartnership is acting for NTUC Income Insurance Co-operative Ltd in respect of an acquisition of the remaining 51 percent equity stake in Savu Investments Pte Ltd, an investment holding company owning a 999 year leasehold interest in 16 Collyer Quay, previously known as Hitachi Tower. Partners Dorothy Marie Ng and Low Kah Keong led the transaction.

WongPartnership is also acting for Banyan Tree Holdings Ltd in respect of the sale of Angsana Velavaru, an upmarket resort which comprises 79 beachfront villas and 34 water villas in the southern part of the Maldives archipelago. Partners Tan Teck Howe and Serene Soh led the transaction.