Deals – 17 September 2009

Allen & Gledhill LLP has advised Indiabulls Property Management Trustee Pte Ltd, as trustee-manager of Indiabulls Properties Investment Trust (IPIT), in respect of the proposed underwritten 53-for-100 renounceable rights issue of 1.25 billion new units in IPIT. The issue is expected to raise gross proceeds of approximately S$200 million (approx US$141.8m). Partners Jerry Koh, Foong Yuen Ping and Chua Bor Jern were involved.

Allen & Gledhill LLP has also advised FSL Trust Management Pte Ltd (FSL), as trustee-manager of First Ship Lease Trust (FSL Trust), in respect of the placement of 80 million new units in FSL Trust. The placement has raised net proceeds of up to S$40.9 million (approx US$29m). This is the first placement of new units in a business trust involving the declaration of a stub distribution. Partner Leonard Ching led the firm’s advisory team.

Allen & Gledhill LLP has acted as Singaporean counsel to PSA International Pte Ltd (PSAI) in respect of its issuance of US$500 million 4.625 percent notes due 2019, under its US$3.5 billion Global Medium Term Note Programme. The dealers for the issue of the notes were DBS Bank Ltd, JP Morgan (SEA) Limited and Nomura International plc. Partners Tan Tze Gay and Glenn Foo were involved in advising PSAI.

Finally, Allen & Gledhill LLP is advising Chartered Semiconductor Manufacturing Ltd (CSM) in respect of its entry into an implementation agreement with ATIC International Investment Company LLC (ATIC) to effect the proposed acquisition by ATIC of all the issued ordinary shares in the capital of CSM. Conducted by way of a scheme of arrangement, the transaction represents an equity value of approximately S$2.5 billion (approx US$1.7b), whilst the total value of the transaction is approximately S$5.6 billion (approx US$3.9b). The firm is also advising Temasek Holdings (Private) Limited (Temasek), which owns approximately 62 percent of all the shares and has given an irrevocable undertaking to vote in support of the transaction. Partners Prawiro Widjaja and Song Su-Min are advising CSM, with partner Daren Shiau providing competition law advice. Partners Lim Mei and Lee Kee Yeng are advising Temasek, whilst partners Andrew M. Lim and Hilary Low are advising Citigroup Global Markets Singapore Pte Ltd, one of the joint financial advisors to CSM.

Baker & McKenzie has acted for Ironbridge Capital (IC) in respect of the recapitalisation of Bravura Solutions Limited (Bravura), a leading global supplier of wealth management applications and professional services. Completed on 7 September 2009, the recapitalisation comprised a non-renounceable rights issue raising approximately A$33.4 million (approx US$29.1m), a grant of options to IC entitling it to subscribe to over 86 million Bravura shares, and IC lending funds to entities controlled by two Bravura directors. Partner Mark McNamara, head of the firm’s private equity group in Australia, led the team in advising, with assistance from private equity partner Simon De Young and banking & finance partners Howard Fraser and Bryan Paisley.

Baker & McKenzie is acting as Hong Kong counsel to ARA Asset Management (Singapore) Limited, as manager of Fortune Real Estate Investment Trust (Fortune REIT), on the proposed acquisition of three retail properties in Hong Kong for a total consideration of over HK$2 billion (approx US$258m). The properties – Metro Town, Caribbean Bazaar and Hampton Loft – comprise a total gross rentable area of 318,574 sq. ft with completion of the acquisitions subject to, among other things, approval of unit-holders of Fortune REIT. DBS Bank Ltd and Standard Chartered Bank (Hong Kong) Limited have provided Fortune REIT with letters of commitment with respect to new loan facilities to be used in part to finance the acquisitions. Fortune REIT has also simultaneously launched a fully underwritten and renounceable rights issue in Singapore. Partners Milton Cheng, Jason Ng, Debbie Cheung and Andrew Lockhart are involved.

Additionally, Baker & McKenzie has advised Tokyo Gas Co Ltd in connection with its recent investment into Australia’s Gorgon Project, which is said to be the country’s largest resources project in history. The investment included an acquisition from Chevron Corp of a 1 percent equity interest, and a long-term LNG sale and purchase agreement for the purchase of 1.1 million tonnes from the Gorgon Project per year for 25 years, commencing in 2014. The firm’s team was led by Tokyo-based partners Paul Davis and Anne Hung who advised on the acquisition and the LNG purchase respectively.

Clifford Chance has advised JP Morgan on the first issue of straight high yield debt in Asia in the past year. Closed on 10 September 2009, the 11.75 percent, five-year deal for Chinese property developer Country Garden is worth US$300 million. Hong Kong-based partner Alex Lloyd, who led the team in advising, has commented of the transaction, “It is the most significant of recent positive signals that Asia’s capital markets are returning to normal after the financial shocks of 2008.” Singapore partner Joan Janssen acted as the Singapore listing agent for the issue.

K&L Gates LLP has advised the YGM Group (YGM) in respect of its acquisition of the Asian IP rights in Aquascutum, the luxury British clothing brand, from Japanese company Renown Incorporated. Upon completion of the £13.7 million (approx US$22.5m) deal, YGM will hold all rights in the intellectual property owned by Aquascutum in 42 territories throughout Asia which it can use exclusively in advertising, marketing and promoting products and services. London-based corporate partner Jeremy Landau led the firm’s team in advising on the transaction, with London-based banking partner Richard Hardwick and Hong Kong-based corporate partner Navin Aggarwal also involved.

Khaitan & Co has advised Suzlon Green Power Limited in relation to its sale to Techno Electric and Engineering Company Limited of its wholly-owned subsidiary Super Wind Project Private Limited, a company engaged in the business of developing and operating 45 MW capacity wind farms. The transaction is valued at approximately US$48 million. A unique feature of the transaction was that one factor in determining the value of the deal was the amounts receivable from the state electricity utilities on account of enhanced tariff pursuant to the order of the Tamil Nadu Electricity Regulatory Commission. Partners Haigreve Khaitan and Upendra Joshi advised.

Khaitan & Co has also advised DSP Merrill Lynch Limited as global coordinator and one of the book running lead managers in relation to the initial public offering of Adani Power Limited. Raising approximately US$620 million, the IPO was the first transaction of such size since the start of the recession, and first transaction under the Anchor Investor scheme. The offering was oversubscribed for each of the portions reserved for qualified institutional buyers, non-institutional investors and retail investors. Partner Nikhilesh Panchal was involved.

In addition, Khaitan & Co has advised leading Indian tyre manufacturing company CEAT Limited and its associated companies in relation to a buy-out of the 36.84 percent stake held by its joint venture partner, Associated Motorways Ltd Sri Lanka, in Associated CEAT Holdings Company (Private) Limited.

Finally, Khaitan & Co has advised on the acquisition and sale of the power division of Dhariwal Infrastructure Private Limited, India (DIPL), which is in the process of setting up a 600 MW thermal power generating station in Maharashtra, to CESC Limited, India (CESC). The acquisition and sale of the 100 percent equity stake in DIPL to CESC, which is involved in the business of generation, distribution and supply of electricity, is valued at approximately US$65 million.

Mallesons Stephen Jaques has advised Deutsche Bank as underwriter of the A$297 million (approx US$258.4m) 1-for-3 accelerated renounceable entitlement offer of ordinary shares launched by Sigma Pharmaceuticals (Sigma). The offering, comprising an institutional component valued at approximately A$132 million and a retail component valued at approximately A$165 million, follows Sigma’s acquisition of a Bristol-Myers Squibb unit in Melbourne. In addition to funding this recent acquisition, proceeds raised by the transaction will be used to reduce gearing. The firm’s advisory team was led by partner David Friedlander.

Minter Ellison has advised the Toll Group (Toll), the Asian region’s leading provider of integrated logistic services, in connection with its acquisition of three Asian-based international express businesses: the Asian operation of Deltec International (with assets in Hong Kong, Singapore and Australia), and Kwikmail Limited, and Skynet Worldwide Express Limited in Hong Kong. Toll will use the acquisitions to drive its strategy to provide international solutions to its customers’ logistic needs. Hong Kong-based partner Matthew Hibbins led the firm’s advisory team, whilst Lynn & Rowland Lawyers advised Deltec International.

Minter Ellison has also advised gold producer Bendigo Mining in respect of its A$45 million (approx US$39.2m) acquisition of the Tasmanian Henty Gold Mine from AurionGold Ltd, a subsidiary of Barrick Henty Limited. Bendigo Mining already owns the operating mine Kangaroo Flat in Victoria. Melbourne-based partner Marcus Best, a key partner in advising the company, noted that the acquisition of the Tasmanian mine complements Bendigo Mining’s growth strategy as it immediately provides additional gold production and significant exploration potential. Blakiston & Crabb advised Barrick Henty Limited.

Orrick, Herrington & Sutcliffe LLP is advising Toyota Tsusho Corporation (TTC) and Chubu Electric Power Co Inc (Chubu) in respect of their strategic partnership with affiliates of Sithe Global Power LLC (Sithe). TTC and Chubu have collectively acquired 50 percent ownership stakes in the Goreway Station, an 875MW natural gas-fueled combined cycle power generating facility that recently commenced commercial operation in Ontario. The firm’s global finance advisory team is being led by Tokyo-based partner Yoichi Katayama.

Paul, Hastings, Janofsky & Walker has advised Sino-Ocean Land Holdings Limited, one of the largest real estate companies in Beijing, on a US$700 million loan facility involving 19 banks, which will be used to open up a new financing channel to improve the long term debt structure of the company. The Bank of China and China Construction Bank acted as mandated coordinating arrangers. The firm’s team was led by partner Vivian Lam.

Paul, Hastings, Janofsky & Walker has also advised China Everbright International Limited (Everbright) in relation to a US$200 million loan facility provided to the company by the Asia Development Bank (ADB). The loan, which takes the form of a direct US$100 million A-loan and a complementary B-loan of up to US$100 million and is funded by commercial lenders with ADB acting as ‘lender of record’, will be used to finance waste-to-energy projects in various cities across China and marks ADB’s first private-sector municipal solid waste management project. The firm’s team was led by Raymond Li and Vivian Lam.

Shearman & Sterling LLP and WongPartnership LLP are both advising Advanced Technology Investment Company LLC, a technology investment company wholly-owned by the Government of Abu Dhabi, in connection with its proposed acquisition of Singapore’s Chartered Semiconductor Manufacturing Ltd. The total value of the deal is about S$5.6 billion (approx US$3.9b) which includes debt and convertible redeemable preference shares. If completed, the acquisition will be the biggest M&A transaction involving a Singapore company since 2001. Abu Dhabi-based M&A partner James Comyn and San Francisco-based capital markets partner John Wilson were the lead partners on the proposal for Shearman & Sterling, assisted by other partners from the firm in respect of finance, anti-trust and IP matters. From WongPartnership LLP, managing partner Dilhan Pillay Sandrasegara and partners Ng Wai King, Ng Eng Leng, Dawn Law and Owyong Eu Gene were involved.

Stamford Law Corporation has acted for Renesas Technology Corporation (Renesas), the chip venture formed by Hitachi Ltd and Mitsubishi Electric Corporation, in respect of its proposed merger with NEC Electronics Corporation (NEC). The merger of Renesas and NEC, two of Japan’s ‘big four’ semiconductor companies, will create the world’s third largest chipmaker. A definitive agreement between the companies on the proposed merger is expected by the end of September 2009. Director Lean Min-tze is leading the team.

Stamford Law Corporation has also advised Catalist-listed Jade Technologies Holdings Ltd (Jade) in connection with its one-for-two rights issue. The issue, which is expected to raise approximately S$5.4 million (approx US$3.8b) in net proceeds, was almost three times oversubscribed. Proceeds will be used for working capital and to fund the acquisition of an approximately 20 percent economic interest in Daqing XinLong Chemical Company, a titanium dioxide firm. Director Bernard Lui led the transaction.

Watson, Farley & Williams LLP has assisted Cardiff-based Graig Ship Management in establishing a new company in Singapore which will provide ship management, crewing and other services across Asia. A broad-based international ship-owning and shipping services group, the Graig Group (Graig) plans to build a significant presence in Singapore to provide technical and commercial ship management and other innovative services to clients from the Middle East and across Asia. Partner Chris Lowe led the firm’s team in advising.

Watson, Farley & Williams LLP has also advised the lender The Export-Import Bank of Korea (KEXIM) in respect of a pre and post delivery term loan facility for two new VLCC vessels being built at STX Shipbuilding and Marine Co Ltd, and to be chartered to STX Pan Ocean Co Ltd. The loan facility is valued at over US$142 million. Partner Chris Lowe was again involved.

White & Case LLP has advised Hong Kong-based Pacific Century Group (PCG) on its purchase of AIG’s investment advisory and asset management business. Signed on 5 September 2009 and expected to close by year-end, the deal is valued at approximately US$500 million and marks the first sale of a major business unit by AIG’s new corporate leadership. The unit, AIG Investments, operates in 32 countries and manages US$89 billion of investments for institutional and retail clients across private equity, hedge funds of funds, equities and fixed income. The firm’s Hong Kong, New York, Tokyo, London and Palo Alto offices were involved in advising on the deal owing to various jurisdiction-specific advice needed. Partners John Hartley and Steve Teichman led the Asia and New York teams respectively, whilst various other partners were also involved including Hong Kong-based M&A partners Seung Chong and Jeremy Leifer.

WongPartnership LLP has acted for a syndicate of banks in respect of the S$800 million (approx US$567.2m) senior financing to South Beach Consortium Pte Ltd. The financing will be put towards the S$1.2 billion (approx US$850.8m) refinancing of the acquisition loan for the site at Beach Road, on which the landmark South Beach Project will be developed. Partners Susan Wong and Dorothy Marie Ng led the transaction.

WongPartnership LLP has also acted for Ankerite Pte Ltd, a joint venture between CapitaLand Residential Limited, Hotel Properties Limited and the National University of Singapore, in respect of facilities granted to the company by a group of lenders of up to S$660 million (approx US$468m). The facilities will be used for the redevelopment of a property into an iconic residential landmark in Singapore. The lenders comprised the Development Bank of Singapore Limited, United Overseas Bank Limited, Standard Chartered Bank, Oversea-Chinese Banking Corporation Limited and the Bank of Tokyo-Mitsubishi UFJ Ltd, Singapore Branch. Partners Carol Anne Tan and Christy Lim led the transaction.

Zul Rafique & partners has advised Medini Iskandar Malaysia Sdn Bhd (MIMSB) in connection with the implementation of concession and development agreements pertaining to the development Medini Iskandar, a 2,230-acre project located within the Nusajaya development zone in Iskandar Malaysia. The firm also assisted in the drafting of the bespoke construction contracts for the development of the infrastructure, and are currently advising and drafting the infrastructure agreements with the relevant utilities providers. The partners involved in this transaction are Wilfred Abraham, Kuhendran Thanapalasingam and Michele Chong.