Deals – 18 June 2014

Allen & Gledhill has also advised MCL Land (Brighton) Pte Ltd, a wholly-owned subsidiary of MCL Land Ltd, in respect of the S$448 million (US$358m) land and construction loan facilities from a Singapore bank in connection with the purchase of two adjoining executive condominium sites at Choa Chu Kang Grove, Singapore and the construction of an executive condominium. Partner Lyn Wee led the transaction.

Appleby has acted as Bermuda counsel to Nasdaq-listed Global Sources Ltd in respect of its US$50 million cash tender offer to purchase up to 5 million issued common shares at US$10 per share. Approximately 29.6 million shares were properly tendered. Global Sources is a leading business-to-business media company and a primary facilitator of trade with Greater China. The core business facilitates trade between Asia and the world using English-language media, such as online marketplaces (GlobalSources.com), print and digital magazines, sourcing research reports, private sourcing events and trade shows. Other businesses include providing Chinese-language media to companies selling to and within Greater China. Li-Lee Tan led the transaction.

Ashurst has advised Singapore’s Pavilion Gas Pte Ltd, a wholly-owned subsidiary of Pavilion Energy, in respect of its 10-year 0.7 million tonnes per annum (MTPA) liquefied natural gas (LNG) purchase agreement with Total Gas & Power Asia starting from 2018. The agreement was signed on 31 May 2014 and is the first publicly announced long-term LNG sale and purchase agreement for the Pavilion group. The LNG volumes will be sourced from Total’s global LNG portfolio and represent an increase of 0.2 MTPA over the earlier agreed volume of 0.5 MPTA which Pavilion Gas first made public last year. In addition, several LNG cargoes will also be supplied to Pavilion Gas prior to 2018. Pavilion Energy, a Temasek portfolio company, was set up in April 2013 to invest in the global LNG supply chain with an aim of establishing itself as a preferred regional LNG player in Asia. Singapore-based partner Daniel Reinbott led the transaction.

Baker & McKenzie has advised APG Asset Management NV, the Dutch pension fund asset manager, in respect of its commitment of up to US$650 million for an approximately 20 percent stake and the creation of a strategic joint venture with e-Shang to develop and own institutional-grade, modern logistics real estate assets across China. APG Asset Management manages pension assets of more than €359 billion (US$486b) as of end of April 2014. Headquartered in Shanghai, e-Shang is a leading Chinese warehousing developer and operator which currently owns over 1.5 million square meters of completed and ongoing projects in China. Partner Jason Ng, head of the firm’s investment funds group in Hong Kong/China, led the transaction which represents one of the largest commitments to the Chinese logistics real estate sector. Mourant Ozannes acted as Cayman Islands and BVI counsel for APG. e-Shang was advised by Allen & Overy as lead counsel and Walkers as Cayman counsel.

Clifford Chance has advised COFCO Meat, a subsidiary of COFCO Corp, in respect of its strategic partnership with a consortium of private equity investors. The consortium comprises KKR Asia Fund II LP, Baring Asia Private Equity Fund V LP, Boyu Capital Management Ltd and HOPU Fund II Management Company Ltd. COFCO Meat is engaged in hog and poultry production, processing, distribution, and meat imports and exports. Beijing corporate partner Terence Foo, supported by Hong Kong partner Neeraj Budhwani, led the transaction. Paul Hastings, led by partner Nan Li, advised HOPU, a China-focussed private equity firm with an international investment platform that has a focus on the consumer, natural resources, and financial services industries.

Clifford Chance has also advised China Mobile Ltd in respect of its subscription, via its wholly-owned subsidiary China Mobile International Holdings, of an 18 percent equity stake through a private placement in True Corp Public Company Ltd for β28.57 billion (US$882.8m). HKSE-listed China Mobile is a world-leading mobile communications service provider with the largest mobile subscriber base of nearly 800 million and the largest mobile communications network globally. Stock Exchange of Thailand-listed True Corp is Thailand’s only fully-integrated, nationwide telecommunications provider. Its three core business segments are mobile, fixed-line and broadband, and pay TV. Upon the closing of the transaction, China Mobile will become True Corp’s second largest shareholder, whilst Charoen Pokphand Group Co Ltd will remain its controlling shareholder. Beijing corporate partner Terence Foo and Bangkok partner Andrew Matthews led the transaction.

Davis Polk has advised Goldman Sachs (Asia) LLC and JP Morgan Securities LLC as joint book-runners and representatives of the underwriters in respect of a SEC-registered offering by Baidu Inc of US$1 billion 2.75 percent notes due 2019. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ Global Select Market. Partners James C Lin and John D Paton led the transaction. Baidu was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Han Kun Law Offices as to PRC law, Maples and Calder as to Cayman Islands and British Virgin Islands laws and Li & Partners as to Hong Kong law.

Davis Polk has also advised BNP Paribas Hong Kong Branch, Deutsche Bank AG Singapore Branch, JP Morgan Securities plc and Standard Chartered Bank as the joint lead managers in respect of the US$550 million Regulation S offering by Shui On Development (Holding) Ltd of its 9.625 percent high-yield notes due 2019. The notes are guaranteed by Shui On Land Ltd, one of the leading property developers in China and the flagship property company of the Shui On Group with a focus on large-scale city core and integrated residential development projects. Partner William F Barron led the transaction whilst Commerce & Finance Law Offices advised as to PRC law. Shui On Development was advised by Walkers as to Cayman Islands law and Jin Mao PRC Lawyers as to PRC law.

DLA Piper has acted as Hong Kong counsel for Rizhao Port (Hong Kong) Company Ltd and its PRC-based parent company, Rizhao Port Group Co Ltd, in respect of its issue of RMB850 million (US$136.9m) worth of credit enhanced bonds, its first dim sum bond offering in Hong Kong, in mid-May. The bond issue was the first time Rizhao Port Group, a PRC SOE with a diversified corporate group involved in port operations, construction contracting and commodities trading, had undertaken a bond issue outside of the PRC. Partners John Shi, Paul Lee, Ben Sandstad and Jeffrey Mak led the transaction. Davis Polk & Wardwell acted as Hong Kong counsel for the joint lead arrangers Agricultural Bank of China International and Barclays Bank whilst Beijing DHH Law Firm acted as PRC counsel for the issuer and joint lead arrangers.

ELP has advised Mayfield XII Mauritius in respect of its investment into Securens Systems Private Ltd by subscribing to its preference and equity shares. The transaction was the second round of investment to be made by Mayfield into the company. Securens Systems is a Mumbai-based company engaged in designing, developing, manufacturing, import etc. of electronic security systems, providing managed security services for users of the electronic security systems and providing outsourced services for these electronic security systems. Partner Suhail Nathani led the transaction which was valued at INR30 crores (US$5m) and closed on 6 June 2014.

Herbert Smith Freehills is advising LIM Advisors Ltd, a leading Asia-focused multi-strategy investment group, in respect of its Korean real estate acquisition via a joint investment with global investment firm Kohlberg Kravis Roberts. The joint investment is being established to facilitate the joint acquisition of K Twin Towers, a prime commercial property in Seoul’s central business district, from Korean real estate fund manager Vestas Investment Management. Based in Hong Kong, LIM Advisors was founded in 1995 by George W Long, originally under the name Long Investment Management Ltd. LIM has extensive investment expertise across the region and has been investing in Korea since the firm’s inception. Singapore-based partner Nicola Yeomans is leading the transaction.

Hogan Lovells has advised the World Free Zones Organization (WFZO), its Steering Committee and Board of Directors in respect of the association’s establishment and organization. Under the patronage of His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of UAE and Ruler of Dubai, the global launch and unveiling of the WFZO took place on 19 May 2014 in Dubai. The WFZO is a new non-profit entity operating as an association for all Free Zones around the world. Established in Geneva and headquartered in the UAE, the WFZO will provide global leadership in knowledge of Free Zones, enhance public knowledge and the perception of Free Zones and provide a range of services for its members and the community. The WFZO also aims to increase awareness of the advantages of Free Zones in terms of economic and social development and foreign and direct investment. Dubai partner Warren Thomson led the transaction in coordination with local counsel in Geneva.

Hogan Lovells has also advised RAK Ceramics, the world’s largest manufacturer of ceramic tiles, in respect of the sale of 250 million shares representing 30.6 percent stake by Sheikh Saud bin Saqr Al Qasimi, the ruler of Ras Al Khaimah, to private equity company Samena Capital. The shares are listed on the Abu Dhabi Securities Exchange. Dubai partner Imtiaz Shah led the transaction which closed on 15 June 2014.

Kirkland has represented NYSE-listed Trina Solar Ltd, a solar energy company based in China, in respect of its concurrent US$150 million Rule 144/Regulation S offering of convertible senior notes due 2019 and US$96.8 million follow-on offering of American depositary shares. The firm also advised Trina Solar as a counter-party to zero-strike call options in connection with the convertible senior notes offering. Hong Kong corporate partners David Zhang and Benjamin Su led the transaction.

Mayer Brown JSM has advised Marubeni Corp in respect of its indirect acquisition of a 20 percent stake in a Cambodia-based power generation and transmission business owned and operated by Malaysia’s Leader Group. The transaction is believed to be the first investment in the Cambodia power market by a major Japanese trading house. The business includes Cambodian Energy Ltd which owns a 100MW (2 x 50MW) coal-fired power station in Sihanoukville, southern Cambodia, and a separate transmission line linking Kampong Cham and North Phnom Penh. Partner Nathan Dodd led the transaction. The Leader Group was represented by Adnan Sundra & Low.

O’Melveny & Myers is representing Montage Technology Group Ltd in respect of its definitive merger agreement with Shanghai Pudong Science and Technology Investment Co Ltd (PDSTI), under which PDSTI will acquire Montage Technology for US$22.60 per share, valuing Montage Technology’s equity at approximately US$693 million on a fully diluted basis. Montage Technology is a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets. PDSTI is a wholly state-owned limited liability company directly under Pudong New Area government of Shanghai. Partners Paul Scrivano and Eric Sibbitt are leading the transaction which was announced on 11 June 2014 and is subject to approval by Montage Technology shareholders and by antitrust and other regulatory bodies. Kirkland & Ellis, led by Hong Kong corporate partners David Zhang and Stephanie Tang, is representing PDSTI.

Paul Hastings has acted on two Hong Kong rights issues, advising UBS as the financial adviser in respect of Fosun International Ltd’s US$631 million rights issue and Haitong International Securities Group Ltd in respect of its US$340 million rights issue. UBS was the financial adviser for HKSE-listed Fosun International, a company with a focus on insurance, industrial operations, investments and assets management. Partner and Chair of Greater China Raymond Li and capital markets partner Sammy Li led the transaction.

Sidley Austin has advised Goodbaby International in respect of its acquisition of The Evenflo Company. Goodbaby is an international durable juvenile products company headquartered in China whilst Evenflo is a leading manufacturer and marketer of infant and juvenile products based in Ohio, USA. Under the agreement, Evenflo will become a wholly-owned subsidiary of Goodbaby and will be led by the existing leadership team. Chicago partner John Box and Hong Kong partner Constance Choy led the transaction.

Skadden is advising UCWeb Inc, a leading mobile internet company in China, and its founders and management in respect of a series of transactions that resulted in Alibaba Group acquiring 100 percent equity interest in UCWeb. On 11 June 2014, Alibaba acquired all the remaining shares held by the founders and management of UCWeb, marking the successful completion of one of the largest transactions in China’s internet space. Corporate partners Julie Gao, Daniel Dusek and Will Cai led the transaction.

Sullivan & Cromwell represented Goldman Sachs as financial adviser to MMG Limited (Australia) in connection with the acquisition of the Las Bambas copper project (Peru) by an MMG-led consortium consisting of three China state-owned companies, China Minmetals, Guoxin International Investment Corp and CITIC Metal Co, from Glencore Xstrata (Switzerland), completed August 1, 2014. The S&C team on the transaction included Melbourne Partner Robert Chu, Hong Kong Partner William Y. Chua, Special Counsel and Head of Sydney office Waldo D. Jones Jr and Sydney Associate Matthew G. Wright. MMG was advised by White & Case, Dentons and Rodrigo, Elias & Medrana.

Weerawong, Chinnavat & Peangpanor has advised SPCG Public Company Ltd, a pioneer solar farm and solar roof developer in Thailand, in respect of the sale through private placement of its approximately 84 million shares representing 10 percent stake to Gulf Energy Development Company Ltd, one of Thailand’s largest independent power-producer groups. This is an opportunity for SPCG to lower its financial costs due to the good relationship of Gulf Energy with its overseas creditors. Partner Kudun Sukhumananda led the transaction which was executed on 6 June 2014.

Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has advised  EXIM Sukuk Malaysia Berhad  as the issuer and  Export-Import Bank of Malaysia Berhad as the obligor in respect of a multi-currency sukuk issuance program of up to US$1 billion (or its equivalent in other currencies) in nominal value under the Shariah principle of Wakala. The issuance marks the world’s first EXIM bank US$ sukuk. Partner  Mark  Lim  led the transaction.

WongPartnership is acting for Singapore Post Ltd (SingPost) in respect of the proposed investment by Alibaba Investment Ltd, a wholly-owned subsidiary of Alibaba Group Holding Ltd, in approximately 10.35 percent of the enlarged issued and paid-up share capital of SingPost for approximately S$312.5 million (US$250m), and in respect of SingPost’s entry into a memorandum of understanding with Alibaba Investment on a strategic business cooperation to create a defining platform for international eCommerce logistics via strategic collaboration. Joint managing partner  Rachel Eng  and partners  Andrew Ang, Tan Sue-Lynn and  James Choo  are leading the transaction.

WongPartnership is also acting for  PSL Holdings Ltd  in respect of its proposed investment in and proposed subsequent acquisition of shares from existing shareholders of Longmen Group Ltd. Partner  Gerry Gan  is leading the transaction.