Deals – 17 October 2013

Allen & Gledhill has also advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd, as arrangers and dealers, and Bank of New York Mellon Singapore Branch, as trustee for holders of the notes, in respect of a S$500 million (US$402m) multicurrency medium term note programme established by Midas Holdings Ltd. Partners Margaret Chin, Daselin Ang, Sunit Chhabra and Magdalene Leong led the transaction.

Allen & Overy has advised the joint global coordinators, joint lead managers, joint book-runners and co-managers in respect of CNOOC Curtis Funding No. 1 Pty Ltd’s concurrent offering of US$ and euro-denominated notes guaranteed by China National Offshore Oil Corporation (CNOOC). The Rule 144A/Regulation S US$1.3 billion 4.5 percent senior notes due 2023 are the first to feature a full guarantee from China and are the first to be eligible for listing in the Emerging Market Bond Index. The Regulation S €500 million (US$676m) 2.75 percent senior notes due 2020 represent CNOOC’s inaugural euro-denominated debt issuance. BOCI Asia Ltd, Goldman Sachs (Asia), JP Morgan Securities plc and UBS AG Hong Kong Branch were the joint global coordinators for both the US$ and euro offerings. BOCI Asia Ltd, Goldman Sachs (Asia), JP Morgan Securities plc and UBS AG Hong Kong Branch, together with ICBC International Securities Ltd, CCB International Capital Ltd, ABCI Capital Ltd and BOCOM International Securities Ltd, acted as joint lead managers and joint bookrunners for the Rule 144A/Regulation S US$1.3 billion 4.5 percent senior notes due 2023. Australia and New Zealand Banking Group Ltd and Mizuho Securities USA Inc acted as co-managers. BOCI Asia Ltd, Goldman Sachs (Asia), JP Morgan Securities plc and UBS AG Hong Kong Branch, together with Barclays Bank PLC, Citigroup Global Markets Ltd, Credit Suisse Securities (Europe) Ltd and The Hongkong and Shanghai Banking Corporation Ltd, were the joint lead managers and joint book-runners for the Regulation S €500 million 2.75 percent senior notes due 2020. Australia and New Zealand Banking Group Ltd and Mizuho International plc acted as co-managers. Partners James Grandolfo and David Kuo led the transaction.

Allens has advised Indochine Mining Ltd in respect of its recent capital raising which is expected to raise A$26.3 million (US$25m). The capital raising involved an accelerated non-renounceable rights issue and simultaneous placement of the quoted shares of the client. Listed on both the ASX and the Port Moresby Stock Exchange, Indochine Mining Ltd will use the capital raised to fund underground drilling at the company’s Mt. Kare gold deposit in Papua New Guinea and the first part of a feasibility study for development of the project. The joint lead managers of the deal were Empire Securities and Argonaut. Partners Alex Ding and Vaughan Mills led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as domestic counsel to IDBI Bank Ltd Dubai and Standard Chartered Bank London in respect of the US$250 million external commercial borrowing (ECB) extended to Wardha Power Company Ltd, a KSK Group company. Wardha has developed and commissioned a 540 MW coal based thermal power plant financed by a rupee term loan facility from a consortium of lenders involving Rural Electrification Corporation Ltd (REC), Housing & Urban Development Corporation Ltd (HUDC), Indian Overseas Bank, Bank of India and UCO Bank. Wardha will use the proceeds of the borrowing to fully repay its outstanding loan with REC, HUDC and Indian Overseas Bank. Bank of India and UCO Bank will continue to remain as domestic lenders in addition to the ECB lenders. The transaction, which was approved by the Reserve Bank of India, is yet to be completed. Partner Amit Kumar led the transaction whilst White & Case Singapore acted as international counsel.

Amarchand & Mangaldas & Suresh A Shroff Co is also advising Jindal Power Ltd (JPL) in respect of its proposed acquisition in tranches of 100 percent of the issued, subscribed and paid up share capital of Kineta Power Private Ltd from the existing shareholders composed of V Balashowry, V Bhanumathi, Kineta FZC Dubai and Navayuga Engineering Company Ltd. HDFC Bank is acting as the authorised dealer and escrow agent. Hyderabad-based Kineta is developing a 3 x 660 MW super critical thermal power plant in the Nellore District of Andhra Pradesh. The transaction, which includes the opening of the share escrow account by a non-resident shareholder beyond a period of six months, requires the Reserve Bank of India’s approval which has already been obtained. Partner Amit Kumar is also leading the transaction which was signed on 4 September 2013 and is still on-going.

AZB & Partners has acted as sole counsel for Muthoot Finance Ltd in respect of its public issue of secured and unsecured non-convertible debentures aggregating to approximately INR3 billion (US$48.5m). ICICI Securities Ltd is the lead manager to the issue. Partner Srinath Dasari led the transaction which was completed on 30 September 2013.

AZB & Partners has also advised WestBridge Ventures II LLC in respect of its acquisition of 1.48 percent equity shares capital of SKS Microfinance Ltd from Mauritius Unitus Corporation. Partner Srinath Dasari also led the transaction which was completed on 17 September 2013 and was valued at approximately US$3.5 million.

Baker & McKenzie has advised Amata B.Grimm Power Co in respect of the establishment of the Amata B.Grimm Power Infrastructure Fund (ABPIF), the first energy-related infrastructure fund and the second infrastructure fund in Thailand overall. Amata B.Grimm Power Group is a joint venture launched by the Thailand-based companies Amata and B.Grimm, as well as Sumitomo Corporation of Japan. B.Grimm operates power plants in Thailand and Vietnam and holds a majority stake in the venture. With two existing power plants as the primary underlying assets, the fund will help finance the construction of 16 new power plants by 2019. These additional power plants are projected to increase the company’s power capacity from 613MW to 2,000MW. After an IPO and subscription period in early September, trading of the fund began on 27 September 2013. Partners Sorachon Boonsong, Viroj Piyawattanametha and Theppachol Kosol spearheaded the transaction.

Clayton Utz has advised retailer Cotton On Group in respect of its first major retail acquisition of the Supré retail fashion chain. Partner Michael Linehan, supported by partner Dan Fitts, led the transaction which was completed on 30 September 2013.

Clayton Utz has also advised global gold miner Barrick Gold Corporation in respect of the divestment of its Yilgarn South assets in Western Australia to Gold Fields Ltd for US$300 million. Partner John Elliott, with support from partner Brett Cohen, led the transaction.

Davis Polk has advised Nexteer Automotive Group Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The gross proceeds from the global offering amounted to approximately HK$2 billion (US$258m) prior to any exercise of the over-allotment option. Headquartered in Saginaw, Michigan, Nexteer is one of the world’s leading automobile steering and driveline suppliers. BOCI and JP Morgan acted as joint global coordinators, joint book-runners and joint sponsors for the offering. Partners Bonnie Y Chan, Antony Dapiran and Richard A Drucker led the transaction whilst Jia Yuan Law Offices advised as to PRC law. The underwriting syndicate was advised by Baker & McKenzie as to US and Hong Kong law and by Commerce & Finance Law Offices as to PRC law.

Desai & Diwanji has acted as Indian counsel to Deutsche Bank Singapore Branch in respect of its US$190 million secured bridge financing facility to Air India, the national carrier airline of India. The airline operates a fleet of Airbus and Boeing aircrafts serving Asia, the United States, Europe and Australia. The proceeds of the loan are for part financing the acquisition of two Boeing B787-8 Dreamliner aircrafts. Partner Toral Desai piloted the transaction.

J Sagar Associates has advised the Brenntag Group in respect of its acquisition, through its Indian subsidiary, of Brenntag Ingredients (India) Private Ltd, the indenting and distribution business of industrial enzymes from the Zytex Group, comprising Arun & Co, Rashesh & Co, Zytex Corporation and Zytex Biotech Private Ltd. Partner Sandeep Mehta led the transaction.

Khaitan & Co has advised ODSA Topco Ltd, a company backed by funds advised by Apax Partners, in respect of its acquisition of 100 percent share capital of GlobalLogic Inc USA from venture capital firms WestBridge Capital, New Atlantic Ventures, New Enterprise Associates and Sequoia Capital. Apax Partners is one of the top 10 private equity firms in the world in terms of assets under management. Partners Haigreve Khaitan and Aakash Choubey led the transaction, with assistance from partners Avaantika Kakkar and Bijal Ajinkya.

Khaitan & Co has also advised India Infoline Finance Ltd in respect of its IPO of secured redeemable non-convertible debentures (NCDs) for a total consideration of approximately US$170.93 million. India Infoline Finance Ltd (formerly known as India Infoline Investment Services Ltd) is a subsidiary of India Infoline Ltd (IIFL). The company is engaged in mortgage financing, loan against securities, gold loans, margin funding and other consumer financing products. Executive Director Sudhir Bassi and partner Vibhava Sawant led the transaction.

K&L Gates has represented Japanese carrier Japan Airlines (JAL) in respect of a landmark deal that has the company acquiring 31 aircraft manufacturer Airbus’ A350 planes, along with options for a further 25 aircraft. This marks JAL’s first-ever order with Airbus, in addition to the largest order for the A350 in 2013. JAL and Airbus aim to introduce the new planes into service beginning in 2019, with the A350 gradually replacing the airline’s fleet over a six-year period. Partners Keiji Isaji, Atsushi Yamashita, Robert Melson and Trevor Beadle led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Shuanghui International Holdings Ltd, owner of China’s largest publicly-traded meat processing enterprise, in respect of its acquisition of Smithfield Foods Inc, the largest US publicly-traded pork processor and hog producer. With a deal value of US$7.1 billion, the transaction is reported to be the biggest takeover of a US company by a Chinese company. The merger is expected to create one of the largest global pork production, processing and packaged meat companies in the world. Partner Jenny Nip led the transaction whilst Paul Hastings acted as international counsel.
 
Maples and Calder has also acted as British Virgin Islands and Cayman Islands counsel for China Mengniu Dairy Company Ltd in respect of its voluntary general offer for the entire issued share capital of Yashihi International Holdings Ltd, a Cayman Islands company listed on the HKSE, and the related financing with a deal value of HK$11 billion (US$1.42m). Mengniu and its subsidiaries manufacture and distribute quality dairy products in China, with MENGNIU as its core brand. Partner Greg Knowles led the transaction whilst Sullivan & Cromwell acted as Hong Kong counsel.

Norton Rose Fulbright has advised The Hongkong Parkview Group Ltd, an HKSE-listed company controlled by COFCO (Hong Kong) Ltd, in respect of the HK$14.2 billion (US$1.83b) acquisition of a commercial property portfolio from COFCO Land Ltd. The acquisition comprises two mixed use complex projects in Chengdu and Beijing, two commercial projects in Hong Kong and Shanghai, four hotel projects in Beijing, Nanchang and Suzhou, one integrated tourist project in Sanya and three minority-held projects in Shanghai, Sanya and Chengdu. The Hongkong and Shanghai Banking Corporation Ltd acts as the financial adviser and sole sponsor. Partners Psyche Tai and Andrew Bleau, assisted by partner Winnie Chan, are leading the transaction.

Norton Rose Fulbright has also advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as the sole manager in respect of the disposal of shares of Want Want China Holdings by Uni-President China Holdings Ltd. Uni-President China purchased the shares of Want Want in 2008, and the disposal constitutes the block sale of 46,261,000 shares in Want Want. Following this disposal, Uni-President China disposed all of its current holding in Want Want. Uni-President China, a subsidiary of Uni-President Enterprises Corporation, is one of the leading beverage and instant noodle manufacturers in China. Want Want is an investment holding company that engages in the manufacture, distribution, import, export and sale of food and beverages. Partners Psyche Tai and Andrew Bleau led the transaction which closed on 3 September 2013 and was valued at approximately HK$509 million (US$65.6m).

Paul Hastings has represented Haitong International Securities Group Ltd, a subsidiary of Haitong Securities Co Ltd, the second largest securities firm in China by total assets, in respect of its further issuance of HK$232 million (US$29.9m) 1.25 percent convertible bonds due 2018, to be consolidated and to form a single series with the HK$776 million (US$100m) existing convertible bonds issued on 18 July 2013. HSBC was the lead manager on the transaction. The net proceeds of the convertible bonds issuance will be used by Haitong International and its subsidiaries to fund the expansion of business operations and for general corporate purposes. Partners Raymond Li, Vivian Lam and Christian Parker led the transaction.

Paul Hastings is also representing Samsung Electronics, a world leader in advanced semiconductor solutions, in respect of a US$1.5 billion private share redemption transaction with Seagate Technology, a world leader in hard disk drives and storage solutions. Following the transaction, Samsung Electronics will continue to own approximately 12.5 million shares of Seagate Technology. Partners Daniel Sae-Chin Kim and Dong Chul Kim, with support from partner Jeff Hartlin, led the transaction.

Rodyk & Davidson has acted for Yongxin International Holdings Ltd in respect of the reverse takeover by, and listing of, Oriental Land Ltd, a property developer/owner of integrated properties across real estate segments of residential, commercial, industrial, retail, exhibition and convention, and logistics and hospitality in Tangshan City and Inner Mongolia, PRC. The purchase consideration of the acquisition is S$340 million (US$273.4m) or 70 percent of the realisable net asset value of the target group. Partner Valerie Ong, supported by partner Barry Koh, led the transaction.

Rodyk & Davidson acted as Singapore counsel in the global offering and listing of International Housewares Retail Company Ltd on the Mainboard of the HKSE. The listing was sponsored by BOC International who was also the sole global coordinator, sole book-runner and sole lead manager. Partner Valerie Ong, supported by partner Au Yong Hung Mun, also led the transaction.

Shook Lin & Bok is advising Hisaka Ltd in respect of its proposed acquisition of the entire issue and paid up share capital of the Regal Group for S$127.25 million (US$102.3m). The acquisition will result in a reverse takeover of Hisaka. Partner Gwendolyn Gn is advising on the transaction.

Slaughter and May London and Hong Kong has advised Standard Chartered in respect of the annual update of its US$57.5 billion debt issuance programme, under which Standard Chartered PLC, Standard Chartered Bank and Standard Chartered Bank (Hong Kong) Ltd have the ability to issue notes to be listed and traded on the London Stock Exchange and the HKSE. Partners Nilufer von Bismarck and Laurence Rudge led the transaction.

Slaughter and May Hong Kong and London is also advising Bupa, the international healthcare group, in respect of the US$355 million acquisition of Quality HealthCare Medical Services, the largest private clinic network in Hong Kong, from Fortis Healthcare. The acquisition, which was announced on 14 October 2013, is expected to be completed by the end of October 2013, and makes Bupa the leading healthcare funder and provider in terms of depth and breadth of service in Hong Kong. Quality HealthCare is the leading primary healthcare service provider in Hong Kong with 102 core centers and 530 affiliated centers. Quality HealthCare is owned by Fortis Healthcare Ltd, a company listed on the National Stock Exchange of India. Bupa is a leading international healthcare group that serves over 14 million customers in more than 190 countries. Partners Neil Hyman and Andy Ryde led the transaction.

WongPartnership is acting for PT Indofood Sukses Makmur Tbk, a company listed on the Indonesia Stock Exchange, in respect of the mandatory conditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of China Minzhong Food Corporation Ltd, which values China Minzhong at approximately S$734 million (US$590m). The offer has been viewed as a rescue of a company under siege by short sellers, as the offer was made almost immediately after a targeted attack by US-based short-sellers Glaucus Research Group on China Minzhong. Partners Mark Choy and Audrey Chng led the transaction.

WongPartnership has also acted for Raffles Education Corporation Ltd in respect of the completion of the RMB400 million (US$65.5m) acquisition of 10 percent of the shareholding interest in Oriental University City Ltd from Rawa Investments (Cayman Islands) Ltd, a wholly-owned subsidiary of Khazanah Nasional Berhad. Partners Annabelle Yip and Lim Hon Yi led the transaction.