|Allen & Gledhill LLP is advising ARA Trust Management (Suntec) Limited, as manager of Suntec Real Estate Investment Trust (Suntec REIT), in relation to Suntec REIT’s private placement of 128.5 million new units to raise gross proceeds of approximately S$152.9 million (approx US$109m). The private placement, undertaken to reduce Suntec REIT’s existing indebtedness, was priced at the maximum issue price of S$1.19 per new unit and was more than five times over-subscribed. Partners Jerry Koh and Chua Bor Jern led the firm’s advisory team.
Allen & Gledhill LLP is also acting as Singapore counsel to Asia Pacific Breweries Limited (APBL) in relation to its entry into share purchase agreements with Heineken International BV (Heineken) regarding the proposed acquisition of Heineken’s entities in Indonesia and New Caledonia. The agreements, which attract an aggregate consideration of approximately S$536.3 million (approx US$382.6m) provide for: (a) the disposal by APBL of the entire issued share capital of Asia Pacific Breweries (Aurangabad) Private Limited and Asia Pacific Breweries-Pearl Private Limited to Heineken; and (b) the acquisition by APBL of an approximate 87.3 percent interest in Grande Brasserie de Nouvelle Caledonie SA, and the acquisition of an approximate 68.5 percent interest in PT Multi Bintang Indonesia Tbk and one share of PT Multi Bintang Indonesia Niaga. Upon completion of the latter acquisition, APBL intends to acquire the worldwide ownership and use of the BINTANG marks. Partners Steven Lo, Andrew M. Lim, Stanley Lai and Christopher Koh are advising.
Allens Arthur Robinson is advising Lend Lease Group (LLG), one of the world’s leading fully integrated property solutions providers, on its A$192 million (approx US$171m) acquisition of Lend Lease Primelife Group (Primelife). The acquisition, approved by Primelife security holders on 14 December, involves LLG acquiring the remaining securities in Primelife which it does not already own, with Primelife security holders receiving A$0.35 for each security held. The schemes will be implemented on 23 December 2009. The firm’s team was led by Sydney-based partner Tom Story, whilst partner Tony Sheehan, also of the Sydney office, advised on stamp duty. Partner Richard Harris advised on the Court approvals. Gilbert + Tobin acted for Primelife.
Allens Arthur Robinson is also acting for National Australia Bank Limited (NAB) on the proposed acquisition of AXA Asia Pacific Holdings (AXA APH), under which NAB will acquire all of the shares in AXA APH. NAB intends to retain AXA APH’s Australian and New Zealand businesses for an effective acquisition price of A$4.6 billion (approx US$4.09b), while proposing that AXA SA (the current 54 percent shareholder in AXA APH) will acquire AXA APH’s Asian businesses and effectively assume AXA APH’s existing debt. The AXA APH Independent Directors Committee has unanimously recommended that their shareholders vote in favour of the NAB proposal, which trumps the ‘best and final’ joint proposal for AXA APH announced by AMP and AXA SA earlier this week. The proposal, which is subject to a number of conditions and regulatory and other approvals, represents another key step in NAB’s strategy of growing its wealth management franchise, most recently demonstrated through its acquisitions of Aviva Australia and a strategic alliance with JB Were. The firm’s team was led by partner Greg Bosmans, and included fellow partners Robert Pick and Jon Webster.
Appleby is acting as Cayman Islands and British Virgin Islands counsel to Meadville Holdings Limited (Meadville) in connection with its proposed business combination with TTM Technologies Inc (TTM). Meadville, a Cayman company listed on the Hong Kong Stock Exchange, is a leading provider of printed circuit boards (PCB), whilst California-based TTM is North America’s largest PCB manufacturer by revenue. Meadville proposes to sell its PCB business to TTM and concurrently sell its laminate business to its controlling shareholder. After completion of the sale of the two businesses, Meadville will delist from the HKSE, discontinue from Cayman, continue into the BVI, distribute the cash proceeds and TTM consideration stock to its shareholders, and then liquidate. The firm’s team is being led by partner Judy Lee.
DLA Piper has advised MOL Global Pte Ltd (MOL Global), an affiliate of leading online payment solutions provider MOL AccessPortal Berhad (MOL), on its 100 percent acquisition of Friendster Inc, the operator of a top global web site (based on traffic) and a leading social network in Asia. A definitive merger agreement was signed in Kuala Lumpur on 10 December 2009, with the combination of the two industry pioneers set to create the largest end-to-end content, distribution and commerce network in Asia. The combination of MOL’s offline retail channel partners and payment platform with Friendster’s online footprint and social network of over 75 million registered users will accelerate the development of the burgeoning social networking industry. K. Minh Dang, partner and head of the firm’s Corporate South East Asia practice, led the deal in conjunction with partner Bradley Gersich of the US.
Freshfields Bruckhaus Deringer has advised Wai Yuen Tong on its successful securities exchange partial offer to increase its shareholding in LeRoi Holdings from around 29 percent to 49 percent. The team was led by Hong Kong-based partner Kay Ian Ng.
Freshfields Bruckhaus Deringer has also advised the underwriters, led by joint bookrunners Morgan Stanley and UBS, on the US$2.26 billion initial public offering of China Longyuan Power Group, China’s largest wind power company. Shanghai-based corporate partner Antony Dapiran and Hong Kong-based US corporate partner Calvin Lai led the firm’s advisory team.
Freshfields Bruckhaus Deringer has also advised Sinocom Pharmaceuticals on the US$15 million private share placement through the sale of preferred stock to DBS Nominees (Private) Limited and SEAVI Advent Equity V (A) Limited. The transaction was led by partners Calvin Lai from the firm’s Hong Kong office, and Alan Wang of Shanghai.
Finally, Freshfields has advised China CITIC Bank on the US$1.6 billion sale of a further 4.43 percent stake to Spain’s Banco Bilbao Vizcaya Argentaria (BBVA). As a result of the deal, which was led by Beijing managing partner Chris Wong, BBVA will now have a 15 percent stake in China CITIC Bank.
Fried, Frank, Harris, Shriver & Jacobson LLP has represented Credit Suisse and BOCI, as joint bookrunners, in connection with the global offering of ordinary shares by Kaisa Group Holdings Limited, one of the leading property developers in China, and the related listing of its shares on the Hong Kong Stock Exchange. The global offering, which raised aggregate proceeds of approximately US$440 million, consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. The firm’s team was led by corporate partners Joseph Lee and Richard Steinwurtzel.
Jones Day has acted as international legal advisor to the placement agents – Citigroup Global Markets India Private Limited, Deutsche Equities India Private Limited, DSP Merrill Lynch Limited, HSBC Securities and Capital Markets (India) Private Limited, RBS Equities (India) Limited, SBI Capital Markets Limited and UBS Securities India Private Limited – in relation to a US$600 million placement of equity shares by Hindalco Industries Limited (Hindalco), a leading producer of aluminium and copper in India and the world. Hindalco’s equity shares are listed on the Bombay Stock Exchange and the National Stock Exchange of India Limited. The issuance, which was closed on 1 December 2009, was valued at approximately US$600 million. Hong Kong-based partner Jeffrey Maddox led the firm’s advisory team. AZB & Partners acted as domestic counsel to the placement agents, whilst Amarchand & Mangaldas & Suresh A. Shroff & Co acted as domestic counsel to Hindalco.
JSM has advised The Wharf (Holdings) Limited (Wharf) in relation to the update of its Hong Kong Stock Exchange-listed Medium Term Note Programme, which was signed on 11 November 2009. The update of the Programme was arranged by HSBC. In addition to revising the offering circular to take account of certain recent developments, the number of special purpose issuing vehicles has been increased from two to four issuers and the maximum permitted amount of notes outstanding under the programme has been increased from US$1 billion to US$2 billion. Wharf has approximately US$600 million (or equivalent) of notes already outstanding under the programme.The firm’s advisory team was led by partner Phill Smith.
Khaitan & Co has advised Mahindra Navistar Automotives Limited (Mahindra) in relation to a domestic term lending transaction valued at approximately US$119 million (5500 million Indian rupiah) for financing the company’s medium and heavy commercial vehicles project. The firm advised Mahnidra in relation to all aspects of the transaction including review and finalisation of the Rupee Term Loan Facility Agreement and other Financing and Security Documents, and advising on security creation and perfection and stamp duty related advice.
Khaitan & Co has also advised UK company Borelli Tea Holdings Ltd (Borelli) in relation to its acquisition of 100 percent of the shares of Vietnam’s Phu Ben Tea Company Limited. The firm advised Borelli in relation to all aspects of the transaction, which involved some aspects of Vietnamese laws, including negotiating with the seller and drafting the Share Purchase Agreement.
In addition, Khaitan & Co has acted as Indian counsel to KSK Energy Ventures Limited in relation to its Qualified Institutions Placement which raised approximately US$111 million. Global coordinator India Infoline Limited also acted as co-bookrunning lead manager with Axis Bank Limited.
Khaitan & Co has advised NYSE listed Hospira Inc, the world leader in the injectables pharmaceutical space, on the acquisition of the injectables business of BSE and NSE-listed Orchid Chemicals and Pharmaceuticals Ltd (Orchid). Orchid is a pharmaceutical sector enterprise based in Chennai, and is engaged in the business of manufacturing active pharmaceutical ingredients and formulations such as anti-infectants, anti-inflammatory, anti-oxidants etc. Its injectables business is being acquired for a cash consideration of US$400 million. Partner Haigreve Khaitan led the firm’s team in advising on the transaction.
Finally, Khaitan & Co has advised Tata Steel Limited (Tata Steel), one of the world’s top ten steel producers, and Hooghly Met Coke & Power Company Limited (Hooghly), which is engaged in manufacturing metallurgical coke, in relation to Tata Steel’s acquisition of Hooghly by Scheme of Amalgamation u/s 391 & 394 of the Companies Act 1956. The firm advised clients in relation to all aspects of the transaction, which included acting on behalf of clients in the High Courts at Kolkata and Mumbai.
KhattarWong has acted for Swing Media Technology Group Limited (Swing Media), one of Hong Kong’s leading manufacturers and suppliers of data storage products and peripherals, in connection with its proposed equity line facility agreement (ELF Agreement) with YA Global Master SPV Ltd (YA Global), a fund managed by Yorkville Advisors LLC of New Jersey in the US. Pursuant to the ELF Agreement, Swing Media may at its discretion drawdown a total of S$10 million (approx US$7.1m) of equity capital in tranches in exchange for the issue of fully paid ordinary shares of Swing Media. The proceeds from the investment under the ELF Agreement will be used for Swing Media’s general corporate and working capital purposes, and place it in a better position to fund the expansion of its core business and exploration of new ventures, including expansion into China green energy sector. Partner Lawrence Wong from the firm’s Corporate and Securities Laws Department advised Swing Media on this transaction.
Kim & Chang has represented VOGO Fund and Korea Global Fund in relation to their acquisition of shares of BC Card from Hana Bank and SC First Bank, with the goal of acquiring management rights of BC Card. The share purchase was valued at a total of 194 billion Korean won (approx US$164.7m). The firm’s advisory team was led by Y.M. Huh and Won Kyu John Choi.
Kim & Chang has also advised National Oilwell Varco Inc (NOV) – a leading worldwide provider of equipment and components used in oil and gas drilling and production operations, oilfield services, and supply chain integration services to the upstream oil and gas industry – in respect of its entry into a stock purchase agreement for the acquisition of 100 percent of the equity of Hochang Machinery Industries Co Ltd, a specialty machinery manufacturer based in Korea that focuses on the manufacture of marine and offshore equipment and steel structures used in ships and plant facilities. The acquisition was valued at a total of 141 billion Korean won (approx US$119.7m). The firm’s team was led by S.Y. Park and T.G. Roh.
Finally, Kim & Chang has advised Doosan Heavy Industries & Construction Co Ltd (DHI), Korea’s leading manufacturer of power plants, in relation to its acquisition, together with its Czech subsidiary Doosan Heavy Industries Czech a.s, of 100 percent of the equity stake in Škoda Power a.s., a Czech steam turbine manufacturer, from Škoda Holding a.s. The closing of the transaction, which was valued at a total of €450 million (approx US$650m), occurred in December 2009. The firm’s team was led by S.Y. Park and H.Y. Lee.
King & Wood has acted as PRC counsel to UBS, as underwriter, in relation to the IPO and successful listing on the main board of the Hong Kong Stock Exchange by China’s Minsheng Bank. The transaction is being heralded as the largest IPO to date this year. The listing included 3.32 billion H-Shares, whilst the redchip stock offering included an overallotment of 498.255 million shares. Lawyers Yang Xiaolei and Su Zheng were involved.
Latham & Watkins has acted as both Hong Kong and US legal counsel to PCD Stores (Group) Limited (PCD), a leading department store group in China, in connection with its initial public offering of 1.5 billion shares listed on the Hong Kong Stock Exchange, including its international offering (144A/Reg S) of 1.35 billion shares and Hong Kong offering of 150 million shares, at a total value of HK$2.925 billion (approx US$377 million). Herbert Smith advised Credit Suisse (Hong Kong) Limited as the sole global coordinator, sole bookrunner and joint lead manager on the IPO and global offering. CLSA Asia-Pacific Markets also acted as joint lead manager on the transaction, for which trading commenced on 15 December 2009. PCD, which has a network of 16 department stores and one outlet mall in the PRC, intends to use the proceeds for business expansion in the region including opening new stores and upgrading existing stores. The Latham team was led by Hong Kong-based partner Jane Ng as to Hong Kong law, and by Hong Kong-based partner Eugene Lee as to US Law. Partners Tommy Tong and Kevin Roy led the advisory team from Herbert Smith.
Mallesons Stephen Jaques has acted for the joint lead managers – Citi, Credit Suisse and UBS – in relation to Woodside’s A$2.5 billion (approx US$2.2b) accelerated renounceable entitlement offer. The firm’s team, led by partners David Eliakim and David Friedlander, prepared and negotiated the underwriting agreement and reviewed offer and due diligence materials and syndicate documents, amongst other things.
Minter Ellison has acted for ANZ Banking Group and LINWAR Securities as co-managers of the A$91.4 million (approx US$81.2m) capital raising by Abacus Property Group (Abacus), a listed A-REIT included in the S&P/ASX200 Index which specialises in investing in property-based assets and actively managing those assets to enhance income and capital growth. Proceeds of the capital raising, which was conducted through a placement of approximately 228 million securities to institutional security holders, will be used to reduce debt and provide capacity for further acquisitions and working capital requirements. Unlike typical placements, this issue was not underwritten – Abacus relied on the lead managers obtaining support from its major security holders. Corporate partner Leigh Brown led the deal, whilst Freehills acted for Abacus.
Nishith Desai Associates has represented Structured Investments Limited (SIL), a Mauritius-based entity registered with the Securities and Exchange Board of India (SEBI) as a Foreign Venture Capital Investor (FVCI), in relation to its recent investment exit from Mandhana Industries Limited (Mandhana). The transaction involved a sale of shares by SIL to the promoters of Mandhana utilising the benefits of the FVCI route. The firm’s role involved providing advice on structuring of the transaction, drafting and review of deal documentation, and assisting on closing of the transaction.
Nishith Desai Associates has also acted for Precision Automation and Robotics India Limited, a leading manufacturer of robotic and automation systems and solutions in India and supplier of robotic equipment to many of the top companies in the world, in relation to the investment in the company by the India Strategic Opportunities Fund (ISOF), a unit scheme of Axis Venture Capital Trust (which is registered with the Securities and Exchange Board of India as a venture capital fund).
Finally, Nishith Desai Associates has acted for Aquarius Capital (Mauritius) Limited (Aquarius Capital) in relation to the investment by Aquarius India Fund, through Aquarius Capital, of US$6.5 million (300m Indian rupiah) in Vijay Nirman Company Private Limited (VNC), a Hyderabad-based private limited company which carries on the business of executing infrastructure projects and related activities. The investment will enable VNC to expand its current operations and enhance its capacity to carry out larger infrastructure projects.
O’Melveny & Myers has represented 7 Days Group Holding Limited (7 Days Inn), a leading and fast-growing national economy hotel chain in China, in relation to its US$127.8 million initial public offering on the NYSE. 7 Days Inn issued a total of 11.615 million American Depositary Shares (ADSs) at closing, including 1.515 million ADSs issued pursuant to the underwriters’ over-allotment option, which was exercised in full. JP Morgan Securities Inc and Citigroup Global Markets Inc acted as joint bookrunners. The ADSs priced at US$11 per share, at the top of the pricing range, and the company intends to use the proceeds to pay down debt and provide working capital. The firm’s team was led by Shanghai-based partner Kurt Berney, with partner Portia Ku also provided advice on certain transaction-related matters. Partner Larry Sussman of Beijing provided tax advice, whilst partners from the firm’s US office provided SEC-related advice.
Orrick, Herrington & Sutcliffe LLP has advised Chuo Kagaku Co Ltd, a leading Japan-based food packaging manufacturer, on the sale by its US subsidiary, Central Packaging Corp, of all its shares of C&M Fine Pack Inc to C&M Packaging LLC. The sale was completed on 14 November 2009. Founded in 1951, Chuo Kagaku Co Ltd has developed the technology and expertise to manufacture a wide variety of eco-friendly food packaging products made from reprocessed plastic materials. A team of Japan and US qualified M&A lawyers from the firm’s Tokyo and Silicon Valley offices, led by partners Mark Weeks and Mark Seneca, advised Chuo Kagaku and Central Packaging on the transaction.
Shook Lin & Bok LLP has advised investment holding company Enviro-hub Holdings Limited on its renounceable non-underwritten rights issue for up to approximately 216.4 million rights shares, and up to approximately 216.4 free detachable warrants, on the basis of one rights share with one free warrant (attached to the rights share) for every three existing shares held by entitled shareholders as at the books closure date. The estimated net proceeds of the issuance are expected to be approximately S$21.4 million (approx US$15.2m), before the exercise of the warrants. The proceeds from the warrants, if exercised in full, are estimated to be valued at an additional S$21.6 million (approx US$15.4m). The firm’s Corporate Finance team was led by partners KK Teo and Teo Yi Jing.
Stamford Law Corporation is acting as lead counsel and transactional lawyers on the groundbreaking privatisation by KS Energy of its subsidiary Aqua-Terra Supply, and associated company SSH Corporation, in a bid to consolidate all of its distribution businesses in the oil & gas sector under a new subsidiary, KS Distribution. The firm is also acting as lead counsel to the consortium – comprising KS Energy and the UK private equity firm Actis – which is funding the privatisation and business consolidation using new KS Energy shares and cash. In what is believed to be a first in Singapore, the deal involves the merger of 3 companies listed on the Singapore Exchange through a complex transactional structure of inter-conditional schemes of arrangement, coupled with capital reduction and consolidation of its oil & gas distribution businesses via acquisition agreements, using cash and listed KS Energy shares as transaction consideration. The deal has an enterprise value of approximately S$320 million (approx US$228m). Directors Lee Suet Fern, Ng Joo Khin and Lean Min-Tze are leading the firm’s advisory team.
Stamford Law Corporation has also acted for NASDAQ-listed American Towers Corporation (ATC), a US-based wireless and broadcast communications infrastructure company, in relation to its 950 million Indian rupiah (US$20.06m) acquisition of India-based Transcend Infrastructure (Transcend) from Insight Infrastructure Pte Ltd, a Singapore-based investment company. ATC is one of America’s largest owners of cell phone towers, whilst Transcend operates around 325 wireless communications sites in the Eastern states of India. The strategic acquisition will increase ATC’s combined India portfolio to 2,500 sites. Director Yap Lian Seng led the transaction.
Troutman Sanders has assisted leading global private equity firm The Carlyle Group (Carlyle) in the completion of its US$15 million strategic investment in China Agritech Inc (CIA), a leading national organic and non-organic fertilizer manufacturer and distributor in China which is listed on NASDAQ. Proceeds from the US$15 million investment, funded by Carlyle’s fourth Asia growth capital fund – Carlyle Asia Growth Partners IV LP and CAGP IV Co-Investment LP (collectively, CAGP IV) – to purchase 928,514 shares of China Agritech’s common stock, will be used for China Agritech’s business expansion and working capital purposes. This is the first China-related private investment in public equity (PIPE) that CAGP IV has made. The transaction was led by partner Olivia Lee, who is head of the firm’s Greater China Practice, and US partner Coburn Beck.
Winston & Strawn LLP has represented William Blair & Company LLC as sole book running lead manager in relation to the US$75.9 million underwritten offering of common stock of Deer Consumer Products Inc (Deer). Deer, a leading Chinese designer, manufacturer and seller of small home and kitchen electric appliances, issued and sold 6.9 million shares of its common stock, which included the exercise in full of the underwriters’ over-allotment option, at a price of US$11.00 per share. Hong Kong-based partner and chairman of the firm’s Asia Practice Group, Simon Luk, and New York-based partner Eric Cohen led the firm’s team in advising on the cross-border transaction.
WongPartnership LLP has acted for 205 ex-members of the Sijori Resort Club Sentosa, on Sentosa Island in Singapore, in relation to a suit against the new club management Treasure Resort Pte Ltd and its associate company, Colony Members Service Club Pte Ltd, for breach of contract, misrepresentation, inducement of breach of contract and conspiracy. Partner Joy Tan led the matter.
WongPartnership LLP has also acted for Ascendas Property Fund Trustee Pte Ltd, in its capacity as trustee manager for Ascendas India Trust (a-iTrust), on the inaugural drawdown on a-iTrust’s S$500 million medium term note (MTN) programme. a-iTrust issued an aggregate of S$60 million (approx US$42.7m) in principal amount of notes in two separate series under its MTN programme. Partner Colin Ong acted on the matter.
Finally, WongPartnership LLP has advised on the initial public offering of SBI Offshore Limited on Catalist, the sponsor-supervised listing platform of Singapore Exchange, which involves the placement of 20 million placement shares at S$0.27 per share, payable in full on application. Partners Raymond Tong and Chong Hong Chiang advised on the matter.