|Allen & Gledhill LLP has advised Noble Group Limited in respect of its issuance of US$350 million in principal amount of 8.5 percent perpetual capital securities, which were fully placed to institutional and accredited investors (or their equivalent in jurisdictions outside Singapore) and admitted to the official list of the SGX-ST. Partner Christopher Ong led the transaction.
Allen & Gledhill LLP has also advised Overseas Union Enterprise Limited (OUE), as borrower, in respect of its facility agreement on 27 September 2010, under which a S$750 million (US$575m) secured term loan was advanced to it by Standard Chartered Bank (SCB), as original lender. Under the terms of the agreement, SCB had an option to convert up to S$300 million (US$230m) of the loan into secured fixed rate bonds, which it exercised on 19 October 2010. Accordingly, S$300 million in principal amount of secured fixed rate bonds due 2013 were issued on 20 October 2010. The bonds are listed on the SGX ST. Partners Margaret Chin, Kok Chee Wai and Ellis Tang led the transaction.
In addition, Allen & Gledhill LLP has advised Sabana Real Estate Investment Management Pte Ltd (Sabana REIM), as manager of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (Sabana REIT), in respect of the IPO of Sabana REIT. The offering, for which the Preliminary Prospectus was lodged with the Monetary Authority of Singapore (MAS) on 9 November 2010 – is expected to raise gross proceeds of between S$632.8 million (US$486m) and S$691.6 million (US$531m. MAS has granted Sabana REIM a capital markets services licence for its REIT management business. Partners Jerry Koh, Foong Yuen Ping, Penny Goh, Chew Mei Choo, Tan Boon Wah and Serena Choo led the transaction.
Finally, Allen & Gledhill LLP has also advised Sabana Real Estate Investment Management Pte Ltd (Sabana REIM) in respect of a S$256 million (US$197m) commodity Murabaha facility, which has been certified by the Hongkong and Shanghai Banking Corporation (HSBC) Amanah Central Shari’ah Committee to be Shari’ah compliant. Partners Jerry Koh, Foong Yuen Ping, Lyn Wee and Chew Mei Choo led the transaction. Advising HSBC, Malayan Banking Berhad and United Overseas Bank Limited – as coordinating arrangers and participants – were partners Eugene Ooi and Suhaimi Zainul.
Allens Arthur Robinson has advised Australian steel giant OneSteel in respect of its biggest acquisition since its listing on the ASX 10 years ago. Under the new deal, OneSteel will acquire the Moly-Cop and AltaSteel businesses of global mining leader Anglo American plc, located in the Americas, for US$932 million. The acquisition of Moly-Cop – which produces grinding media in North and South America – and its Canadian ballstock supplier, AltaSteel, is conditional on anti-trust clearance in Canada. The parties hope to complete the transaction by the end of 2010. Corporate partner Andrew Finch led the transaction.
Allens Arthur Robinson is also advising Japanese-based Nikko Asset Management Co Ltd (Nikko) in respect of its A$80 million (US$78.5m) purchase of Tyndall Investments (Tyndall) in Australia and New Zealand from the Suncorp-Metway Group. The acquisition of Tyndall, an investment manager with about A$25 billion (US$24.b) of funds under management, is Nikko’s first investment in the Australian asset management market and reflects the company’s strategy for expansion across Asia. Partner Alex Ding led the transaction, whilst New Zealand firm Russell McVeagh also advised Nikko. Minter Ellison (Australia) and Bell Gully (New Zealand) advised Suncorp, whilst Australian firm Addisons advised Tyndall shareholders.
Ashurstand Amarchand & Mangaldas have advised the lead managers – comprising Citi, Deutsche Bank, BofA Merrill Lynch, ENAM, Kotak and Morgan Stanley – in respect of the IPO of Coal India Limited, the world’s leading coal producer and the holder of the world’s largest coal reserves, which accounts for substantially all of India’s non-captive coal production. The IPO was an essential part of the Government of India’s ongoing disinvestment programme. The 10 percent sell-down raised approximately US$3.4 billion, making it India ‘s largest ever IPO. The team from Ashurst was led by partners Stuart Rubin and David Nirenberg. Led by partners Madhurima Mukherjee and Manan Lahoty, Luthra & Luthra advised Coal India Limited on both international and Indian aspects of the deal. Meanwhile, DLA Piper, led by Stephen Peepels, advised the company and the Government of India, which was acting through the Department of Disinvestment.
AZB & Partners has advised AFL Private Limited (AFL) in respect of the acquisition by Federal Express Europe Inc and Federal Express International Inc (through their Indian affiliates proposed to be incorporated in India) of AFL’s warehousing, transportation services and express delivery business and the transportation services business of its subsidiary Unifreight India Private Limited. The deal will give Federal Express more than 160 service centres in 144 Indian cities, boosting its reach in Asia’s third-biggest economy. Partner Abhijit Joshi led the transaction.
AZB & Partners has also advised New Mountain Capital LLC (New Mountain) and its affiliates in respect of its acquisition of 100 percent of the issued, paid up and subscribed equity share capital of RFCL, from fund entities across jurisdictions as well as the management shareholders of RFCL. Partner Darshika Kothari led the transaction.
Baker & McKenzie has acted as US and domestic law counsel to Thai Airways International Public Company Limited (Thai Airways), the largest passenger and cargo airline in Thailand, in respect of its offering of approximately 483.87 million ordinary shares. The deal raised US$487 million, with net proceeds from the offering to be used not only to support the company’s business expansion but also to supply working capital and support other general corporate purposes. The shares commenced trading on 28 September 2010. The offering was underwritten by Morgan Stanley & Co International plc, Finansa Securities Limited and Phatra Securities Public Company Limited. The firm’s team was led by partners Ashok Lalwani and Kitipong Urapeepatanapong.
Clifford Chance has advised Carrefour SA, the world’s second largest retailer and the largest in Europe, in respect of the sale of its hypermarket business in Thailand to Big C, an affiliate of France’s Casino Group. Under the terms of the agreement, Big C – which is the second largest hypermarket operator in Thailand – will acquire Carrefour’s 42 stores in Thailand, including 34 hypermarkets, for an enterprise value of €868 million (US$1.18b). The sale is expected to be completed in the first quarter of 2011. Partners Emma Davies and Yves Wehrli led the firm’s advisory team.
Davis Polk & Wardwell LLP has advised Goldman Sachs (Asia) LLC, as representative of the underwriters. In relation to the IPO by Xueda Education Group (Xueda), the largest provider of primary and secondary school tutoring services in China. The offering comprised of approximately 15.4 million American Depositary Shares, each representing two ordinary shares of Xueda. The underwriters exercised their over-allotment option in full, with the total proceeds from the offering amounting to US$146.7 million. The ADSs are listed on NYSE. Partners Howard Zhang, James C Lin and John D Paton led the firm’s advisory team, whilst Global Law Offices advised as to PRC law. Xueda was advised by Simpson Thacher & Bartlett LLP, Commerce & Finance Law Offices, Walkers and Stephenson Harwood as to US, PRC, Cayman Islands and Hong Kong law, respectively. Orrick, Herrington & Sutcliffe, led by partner Maurice Hoo, advised Warburg Pincus in relation to its US$57.6 million pre-IPO investment in Xueda, which was completed on 5 November 2010.
Davis Polk & Wardwell LLP has also advised Sumitomo Mitsui Financial Group Inc (SMFG), one of the largest financial institutions in the world in terms of assets, in respect of the SEC registration and NYSE listing of its American Depositary Receipts (representing its common shares) on 1 November 2010. SMFG’s common shares have a market capitalisation of US$41 billion, the largest of any NYSE listing since 2002 and the largest ever of a Japanese issuer listing on the NYSE. Partners Theodore A Paradise, John D Paton, and Arthur S Long led the transaction, whilst Nagashima Ohno & Tsunematsu advised as to Japanese law.
Finally, Davis Polk & Wardwell LLP has advised Sinochem Overseas Capital Company Limited, a core subsidiary of PRC state-owned enterprise Sinochem Group, in respect of a US$2 billion Rule 144A and Reg S offering of senior notes, which are guaranteed by Sinochem Hong Kong. The offering consisted of US$1.5 billion of 4.5 percent senior notes due 2020 and US$500 million of 6.3 percent senior notes due 2040. Citigroup Global Markets Inc (Citigroup) acted as global coordinator of the offering, whilst Citigroup, The Hongkong and Shanghai Banking Corporation Limited and UBS AG Hong Kong Branch acted as joint lead managers and joint bookrunners. Meanwhile, BOCI Asia Limited, Crédit Agricole Corporate and Investment Bank, Mitsubishi UFJ Securities (USA), Inc and Standard Chartered Bank acted as co-managers. The firm’s team included corporate partners Eugene C Gregor and Show-Mao Chen, whilst Sinochem Hong Kong was advised by Tian Yuan Law Firm, K&L Gates, and Appleby as to PRC, Hong Kong, and British Virgin Islands law, respectively. The managers were advised by Shearman & Sterling as to matters of US law.
Dewey & LeBoeuf has advised leading Chinese online education service Idapted Ltd in respect of its merger with US e-learning firm Eleutian Technology. The merger is an important strategic step for both businesses as it will enable the combined companies to exploit the immense demand for good quality English-language education in China. The merged business will operate under the Eleutian Technology brand. The firm’s team was led by international partners Paul Chen and Dirk Walker.
Freshfields Bruckhaus Deringer has advised Atlantis Resources Corporation Pte Limited (Atlantis) – one of the world’s leading manufacturers and developers of electricity-generating tidal turbines – in respect of its entry into a joint venture with Morgan Stanley Capital Group Inc and International Power Marine Developments Limited to develop the world’s largest marine renewable energy project in UK waters off northern Scotland. The project, located at the Pentland Firth Inner Sound site and to be run through JV company MeyGen Limited, is expected to generate up to 400 MW. Atlantis will have the exclusive right to supply tidal turbines capable of generating 150MW. Partner Connie Carnabuci led the firm’s advisory team.
Gide Loyrette Nouel is acting for Groupama SA, one of the leading insurance companies in France and Europe, in respect of the establishment of its joint venture in the non-life insurance sector in China with Aviation Industry Corporation of China (AVIC Group), a large state-owned enterprise and investment institution. A memorandum of understanding to finalise the agreement to create the JV by the end of the year was signed between the parties at the Elysée Palace in the presence of French president Nicolas Sarkozy and PRC president Hu Jintao. The new company will be owned equally by Groupama and AVIC Group and will enable both partners to develop their business interests in the property and insurance market. The JV’s creation is subject to the approval of relevant authorities. The firm’s advisory team is being led by partner Guillaume Rougier-Brierre.
Gide Loyrette Nouel has also advised Areva NP’s subsidiary Compagnie Europeenne du Zirconium (CEZUS), the world’s largest producer of zirconium components for nuclear fuel, in respect of the establishment in China of a JV company with a subsidiary of China National Nuclear Corporation (CNNC). The JV company, called CAST – CNNC Areva Shanghai Tubing Co, will manufacture M5™ zirconium cladding and guiding tubes for nuclear power plants in the PRC. The transaction represents the first JV to be established in the PRC for the manufacturing of zirconium alloy tubes. The firm’s team was led by partner Stephane Vernay.
Hemant Sahai Associates has acted as the sole legal advisor to Orient Ceramics Limited in respect of the public takeover of Bell Ceramics Limited, a publically listed company in India. The transaction marks the exit of the promoters of Bell Ceramics from the company and is expected to close following completion of the open offer process under the SEBI Takeover Code. The firm’s team was led by corporate M&A partner Navin Syiem.
Hemant Sahai Associates has also acted as sole legal advisor to RFCL Limited (RFCL) and ICICI Venture (ICICI) in respect of the acquisition of RFCL by US-based Avantor Performance Materials Holdings (Avantor), an affiliate of New Mountain Capital LLC. The transaction marks a 100 percent exit from RFCL by ICICI managed funds (including India Advantage Fund – I) and GLG Emerging Markets Special Situations Fund. Corporate M&A partner Aparajit Bhattacharya led the transaction, whilst Fried Frank and AZB & Partners advised Avantor.
HopgoodGanim has advised fruit and vegetable wholesaler Simon George & Sons (Simon George) in respect of the acquisition of NSW business George’s Providores for A$8.5 million (US$8.3m). The deal includes an option for Simon George to buy land owned by George’s Providores for A$16.5 million (US$16.1m). The negotiation, execution and settlement of the contract took place within the space of just over a month.
HopgoodGanim has also advised Bow Energy Ltd (Bow Energy) in respect of the institutional placement of 42.1 million new ordinary shares to raise A$48.4 million (US$47.35m), and a share purchase plan for eligible existing shareholders to raise up to A$30 million (US$29.4m). The proceeds will be used to fund Bow Energy’s exploration, production and development activities, as well as funding the construction of its 30MW Blackwater Power Station.
Finally, HopgoodGanim has advised exploration company Renaissance Uranium Limited (RUL) in respect of its ASX listing and IPO to raise A$8 million (US$7.8m). The IPO is being conducted by way of a broker firm offer and is fully underwritten by Bizzell Capital Partners, RBS Morgans and Wilson HTM, who are acting as joint lead managers and joint underwriters. The funds raised will be used by RUL for exploration and drilling at existing projects in key uranium provinces in the Northern Territory and South Australia, as well as for the assessment of new value-adding portfolio opportunities. Senior associate Michelle Eastwell led the firm’s advisory team.
Khaitan & Co has advised IT services provider NTT Data Corporation (NTT), a subsidiary of Telegraph and Telephone Corporation, in respect of its acquisition of Keane International Inc (Keane), a US-based company providing a wide range of IT services across the globe which is majority owned by Citigroup Venture Capital International Technology Holdings LCC. NTT and Keane have entered into a definitive merger agreement pursuant to which there would be a reverse merger of Knight Subsidiary Corporation, a wholly-owned subsidiary of NTT, with Keane. Keane will be the surviving entity and will become a wholly-owned subsidiary of NTT. Senior partner Haigreve Khaitan led the transaction.
Khaitan & Co has also advised Blue Ocean Cruises Malta Limited (Blue Ocean) in respect of its acquisition of MV Ocean Life from Easycruise Life Limited. The insurance value of the vessel is US$22 million. Partner Murali Neelakantan advised on the transaction.
Kim & Chang has advised DIP Holdings Co Ltd (DIP) in respect of the sale by DIP, together with ODIN Holdings Inc (ODIN) and other shareholders of Samhwa Crown & Closure Co Ltd (Samhwa), of a 54.78 percent stake in Samhwa to Kumbi Corporation. The total value of the deal was approximately KRW61.1 billion (US$53.3m). The sale comes more than one year after DIP and financial investor ODIN acquired Samhwa from the Doosan Corporation. Partners Sang Yeol Park and Jae-Hoon Cheong led the transaction.
Latham & Watkins has represented Le Gaga Holdings Limited, a leading China-based greenhouse vegetable producer, in respect of its IPO of approximately 10.9 million American Depositary Shares (ADS), representing about 543.6 million ordinary shares, on the Nasdaq Global Select Market. The offering closed on 3 November 2010 and raised approximately US$103.3 million. BofA Merrill Lynch and UBS Investment Bank acted as joint global coordinators and joint bookrunners for the offering, whilst Piper Jaffray and Oppenheimer & Co acted as co-managers. The underwriters were granted a 30-day option to purchase up to an additional 1.63 million ADSs to cover the over-allotment. The firm’s team was led by partners David Zhang and Eugene Lee.
Latham & Watkins has also represented sponsor Standard Chartered Securities (Hong Kong) Limited in respect of the dual primary listing by way of introduction of China New Town Development Company Limited (CNTD) on the HKSE. CNTD is an established non state-owned new town developer in the PRC and has been listed on SGX ST since November 2007. It is also the first PRC new town developer and one of the first few BVI-incorporated companies listed in Hong Kong. The firm’s team was led by Hong Kong partners Michael Liu, William Woo and Eugene Lee.
Lee & Ko has represented two private equity funds, IBK-Kibo Capital PEF No. 2 and Aju-Shinhan Small Giants Fund No.1, in respect of their subscription of bonds with warrants in the aggregate amount of KRW10 billion (US$8.8m) issued by Daejoo Electronic Materials Co Ltd (Daejoo), a KRX KOSDAQ-listed company that develops and manufactures electronic materials such as conductive, polymer, glass, nano, metal powder and phosphor materials. Upon exercising the warrants, the investors will acquire an 8.37 percent equity stake in Daejoo. Je Won Lee led the advisory team.
Lee & Ko has also advised a syndicate of lenders (with Hana Bank acting as the agent) in respect of stapled financing arranged by Hana Daetoo Securities Co Ltd for the acquisition of a 98.73 percent stake in Korean payment processor KSNET Inc by Net 1 UEPS Technologies Inc, a NASDAQ-listed South African-based provider of alternative payment systems. This deal represents the first-ever meaningful stapled financing consummated in Korea. The total size of the financing was KRW130.5 billion (US$115m). Yong-Jae Chang, Dong-Seok Woo and Jun-Hee Choi led the firm’s transaction team.
LS Horizon Limited and LS Horizon (Lao) Limited have represented Hongsa Power Company Limited in respect of the US$2.7 billion financing for the development and operation of the 1,878 MW Hongsa Thermal Mine-Mouth Power Plant in the Hongsa District, Xayaboury Province of the Lao People’s Democratic Republic. The project, which has a targeted commercial operation date set for March 2015, is the first thermal mine-mouth power project to be developed in the country. Considered to be one of the largest ever in Thailand, the financing for the project consists of a multi-tranched and multi-currency facility from nine major Thai banks. The project sponsors consist of Banpu Power Limited, Ratchaburi Electricity Generating Holding Public Company Limited and Lao Holding State Enterprise.
LS Horizon Limited is also representing Solar Power (Sakon Nakorn 1) Company Limited and Solar Power (Nakorn Phanom 1) Company Limited in respect of the THB2 billion (US$66.6m) financing provided by KASIKORNBANK Public Company Limited for the construction and development of two solar farms in Sakon Nakorn Province and Nakhon Phanom Province in Thailand. Each solar farm will have a capacity of 6MW and will feed electricity to the Provincial Electricity Authority of Thailand. The two power companies are the subsidiaries of the Solar Power Company Limited (Solar Power Group) and are part of the ongoing plan of the Group to operate up to 34 solar power projects all over Thailand.
Finally, LS Horizon Limited has represented The Bangchak Petroleum Public Company Limited (Bangchak) in respect of the THB 4.2 billion (US$140m) financing provided by Asian Development Bank (ADB), with the support of Mizuho Corporate Bank Ltd, for the development of two solar power projects with a generating capacity of 34.5MW and 9.43MW respectively, located in the Ayudhaya Province in Thailand. The first phase of the project, which expands Bangchak’s investment in renewable energy and enhances its policy on the concept of green energy, is expected to start in October 2011. Ashurst, led by partners Matthew Bubb and Harvey Weaver, advised Asian Development Bank and Mizuho Corporate Bank Ltd whilst Chandler & Thong Ek, led by Albert Chandler and Jessada Sawatdipong, advised the banks as to Thai law.
Mallesons Stephen Jaques is acting for Westfield Group (Westfield) in respect of the establishment of the Westfield Retail Property Trust. Westfield previously announced that it plans to transfer 50 percent of its interests in 54 shopping centres in Australia and New Zealand into the new Trust, which is expected to be one of the three largest REITS in the Australian market. Stapled units in the new Trust will be distributed to existing Westfield Group security holders through a A$7.3 billion (US$7.1b) capital return. Westfield Retail Trust hopes to raise A$3.5 billion (US$3.4m) through a general public offer and an offer to its existing security holders. Morgan Stanley, Citigroup Inc, and Credit Suisse Group AG have underwritten A$1.75 billion (US$1.7b) of the offer. The firm’s team was led by partners Jason Watts and Greg Golding.
Mallesons Stephen Jaques is also acting for Spain’s Actividades de Construccion y Servicios (ACS), a world leader in infrastructure development which operates in 41 countries, in respect of its A$5 billion (US$4.9b) takeover bid for Hochtief, which owns 54.5 percent of Leighton Holdings. The Australian Takeovers Panel said on 8 November 2010 that it will not block or modify the bid by ACS, noting that it did not view the circumstances of the downstream acquisition as ‘unacceptable’. The firm’s team was again led by partners Greg Golding and Jason Watts.
In addition, Mallesons Stephen Jaques is acting for HKSE-listed China Overseas Grand Oceans, a subsidiary of HKSE-listed SOE China Overseas Land and Investment Ltd, in respect of its acquisition of a 30 percent equity interest in Pan China Land Group, a company principally engaged in property investment and development in the PRC. The acquisition is to be completed for a consideration of HK$1.23 billion (US$158.6m). The transaction is being led by partner Conrad Chan.
Finally, Mallesons Stephen Jaques has acted for the financiers in respect of the Queensland Government’s A$2.3 billion (US$2.26b) sale of the Port of Brisbane to the Q Port Holdings Consortium. Under the deal, the consortium – led by Industry Funds Management, Queensland Investment Corporation and Global Infrastructure Partners – acquired a 99-year lease over the Port. The sale delivers A$2.1 billion (US$2b) in cash proceeds to the consolidated fund, whilst the consortium has also agreed to fund the future upgrade of Section 3 of the Port of Brisbane Motorway, at an estimated cost of A$200 million (US$196m). The firm’s team was led by partners Jeff Clark and David Bell.
Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company – a Cayman Islands licensed trust company and a wholly-owned subsidiary of Nomura Bank (Luxembourg) SA – as the trustee of Nomura Portfolio Select (NPS), a unit trust established under the laws of Cayman Islands. NPS is licensed by the Cayman Islands Monetary Authority and the relevant Japanese regulatory authority for public distribution in Japan. The first series trust is Nomura Portfolio Select – Emerging Bond Fund (the Fund). The service providers are all members of the Nomura group. Three classes of units are issued. The Fund will invest into emerging market bonds and use currency hedging where necessary. Japanese legal advice was provided by Anderson Mori & Tomotsune, whilst the team from Maples and Calder was led by partner Anne Walker.
Maples and Calder has also acted as Cayman counsel to Evergreen International Holdings Limited (Evergreen), a manufacturer of men’s clothing in China, in respect of its listing on the main board of the HKSE on 4 Nov 2010. The proceeds from the global offering, which amounted to around HK$920.4 million (US$118.7m) will be used for improvement and expansion of its retail network and to expand product offerings. Piper Jaffray Asia Securities Limited and CLSA Limited acted as joint global coordinators and bookrunners on the deal. Partner Christine Chang led the firm’s team, whilst Woo, Kwan Lee and Lo and Dorsey & Whitney advised Evergreen as to Hong Kong and US law, respectively. Richards Butler in association with Reed Smith LLP and Reed Smith LLP advised the underwriters as to Hong Kong and US counsel, respectively.
In addition, Maples and Calder has acted as Cayman Islands counsel in respect of the launch of the CFIM Hybrid Tri-Asset Fund (the Fund), whose investment objective includes investing in a diversified portfolio of high-yielding assets which will be allocated to three sub-portfolios. Each sub-portfolio will be invested in different asset classes (broadly, real estate-linked investments and infrastructure-linked investments, US hybrid preferred securities, and global high yield fixed income securities). Citigroup First Investment Management Limited, which acts as manager to the Fund, has delegated responsibility for the discretionary management of each of the sub-portfolios to JP Morgan Investment Management Inc, Spectrum Asset Management Inc and Credit Suisse AG. The firm’s team was led by partner Spencer Privett.
Finally, Maples and Calder has acted as Cayman and BVI counsel to NYSE-listed JinkoSolar Holding Co Ltd (JinkoSolar), a fast-growing vertically integrated solar power product manufacturer with low-cost operations based in China, in respect of its follow-on public offering of 3.5 million American Depositary Shares on the. Out of the 3.5 million ADSs sold in the offering, 2 million ADSs were sold by JinkoSolar and 1.5 million were sold by certain shareholders. The firm’s team was led by Greg Knowles, whilst Baker & McKenzie, led by partner Scott Clemens, acted as US counsel. Simpson Thacher & Bartlett represented the underwriters, which were comprised of Credit Suisse Securities (USA) LLC, William Blair & Company, Roth Capital Partners and Collins Stewart.
Mayer Brown JSM has advised Trade & Development Bank of Mongolia LLC (TDB), a leading banking and financial services provider in Mongolia, in respect of the update of TDB’s existing US$300 million Euro medium term note programme and the issuance of US$150 million senior notes and US$25 million subordinated notes. The transaction represents Mongolia’s largest international capital markets debt transaction, the second time TDB has accessed the international debt market and the first ever subordinated issue from Mongolia. ING Bank NV acted as the sole bookrunner. The firm’s team was led by Jason T Elder.
Mayer Brown JSM has also acted for HKSE-listed Hang Lung Properties Limited in respect of its HK$11 billion (US$1.4b) equity fund raising exercise, which was announced on 5 November 2010 and was done by way of placing and top-up. The transaction was reported to be the largest ever follow-on offering by a Hong Kong issuer and the largest follow-on offering by a real estate company in Asia ex-Japan. Goldman Sachs (Asia) LLC was the sole placing agent. The firm’s team was led by corporate finance partner Jeckle Chiu.
Mayer Brown JSM has advised Phoenix Property Investors in respect of the following deals, each led by partner Peter Ho:
Mori Hamada & Matsumoto is advising Innovation Network Corporation of Japan (INCJ), a company engaged in promoting innovation and enhancing the value of businesses in Japan, in respect of its agreement with Japanese trading company Marubeni Corporation (Marubeni) to each acquire a 50 percent stake in Aguas Nuevas SA – the third largest waterworks firm in Chile – from Capital Riesgo Global SCR SA, the Spanish PE house owned by Banco Santander. The acquisition, to be undertaken for a total consideration of JPY20 billion (US$246m), is part of Marubeni’s strategy to reinforce its position in waterworks industry globally. Tomohiro Tsuchiya and Kaoru Matsuzawa are leading the transaction.
Mori Hamada & Matsumoto is also advising Japanese leasing company NEC Capital Solutions Limited in respect of its agreement to acquire via a scheme of arrangement 88.7 percent of the shares in Risa Partners Inc (Risa), a Japan-based investment bank focused on finance and real estate. The implied equity of the transaction is JPY17.88 billion (US$221.77m). The offer period will begin from 1 November 2010 and will continue for 30 business days. After the transaction has been completed, Risa is to be delisted following the successful completion of the tender bid, whilst shares not tendered during the tender offer period would be subsequently acquired. The transaction is conditional upon minimum acceptance of 170,764 shares representing a 34.34 percent stake in Risa. Yuto Matsumura and Yo Uraoka are leading the transaction.
In addition, Mori Hamada & Matsumoto is advising Mitsubishi UFJ Financial Group (MUFG) in respect of its agreement to acquire the project financing business of the Royal Bank of Scotland’s (RBS). The estimated deal value is about £4 billion (US$6.37b). MUFG and the UK government, which holds an 84 percent stake in RBS, have reached a basic agreement on the deal, having been in talks with RBS since the spring. After completing due diligence in October, final adjustments to the deal are being worked out. Yuto Matsumura is leading the transaction.
Finally, Mori Hamada & Matsumoto is advising DeNa Co Ltd (DeNa), a listed Japan-based company engaged in the e-commerce business, in respect of its agreement to acquire ngmoco, Inc, the US-based developer of games and applications for the iPhone. The US$361 million consideration for the deal, which is to be discharged by paying US$184 million in cash and US$177 million in equity, includes earnouts payable until 31 December 2011 of US$56 million in cash and US$31 million in equity. Post acquisition, ngmoco will be responsible for bringing DeNA’s “X-Device X-Border” strategy to Western markets, thus expanding DeNA’s global footprint. The acquisition will facilitate a combination of ngmoco’s state of the art smartphone technology framework and DeNA’s pioneering Mobage Open SDK, and will thereby facilitate the unification of iOS & Android and will help to strengthen its customer base in Japan as well as in the western countries. Hajime Tanahashi and Atsushi Oishi are leading the transaction, whilst Wilson Sonsini Goodrich & Rosati are also advising DeNA. Fenwick & West LLP is advising ngmoco.
O’Melveny & Myers LLP has represented Global Education & Technology Group Limited (Global Education), the largest test preparation provider for IELTS and a leading provider of educational courses and related services in China, in respect of its US$77 million IPO of American Depositary Shares (ADSs) and listing on NASDAQ. Global Education sold approximately 7.3 million ADSs (including almost one million ADSs sold pursuant to the full exercise of the underwriters’ over-allotment option) at US$10.50 per ADS, the high end of the range. Credit Suisse and BofA Merrill Lynch acted as joint bookrunners to the offering. The firm’s team was led by partner David Roberts.
O’Melveny & Myers LLP has also represented DBS Bank and The Royal Bank of Scotland NV Singapore Branch – as joint global coordinators, joint bookrunners, joint issue managers and joint underwriters – in respect of the IPO on the main board of the SGX of XinRen Aluminum Holdings Limited (MN5.SI), a privately owned producer of primary aluminum in the PRC which is principally engaged in the smelting and sale of primary aluminum in the form of ingots and plates. The company intends to use the proceeds from the IPO to increase the capacity of its plant in China, for acquisitions and strategic investments, and for working capital needs. The firm’s team was led by partner David Makarechian.
Orrick, Herrington & Sutcliffe LLP has advised China Forestry Holdings Co Ltd (China Forestry), one of the three largest, privately-held, naturally regenerated plantation forest operators in China, in respect of its issuance of US$300 million of high yield 7.75 percent senior notes due 2015 in a Rule 144A/Reg S offering. The notes are listed on the SGX ST. The underwriters are Deutsche Bank, Standard Chartered Bank and UBS Bank. Partners Mark Lee, Edwin Luk and Michelle Taylor led the transaction.
Pinsent Masons has advised on two Asia-focused Alternative Investment Market (AIM) listings in London in the past two weeks. CIC Mining Resources Ltd, a consulting and advisory company which operates primarily in the mining and energy infrastructure sectors, listed on AIM on 1 November. Meanwhile, Global Lock Safety (International) Group Co Ltd, the only firm in China that can offer alarm units, guard response and anti-theft insurance in one package, listed on AIM on 21 October. The firm’s team advising on these IPOs was led by corporate partner Jon Harris.
Rajah & Tann LLP has advised CWT Limited (CWT), an SGX Main Board-listed company and leading provider of integrated logistics solutions, in respect of the establishment of a new futures commission merchant subsidiary, Straits Financial LLC, in the US to clear futures and derivatives trades for its clients. The firm advised on employment and equity plan issues for its key personnel designated to staff the new subsidiary. Partner Danny Lim led the transaction.
Rajah & Tann LLP has also advised SGX-ST-listed Pine Agritech Limited (Pine Agritech) in respect of the mandatory conditional offer by SAC Capital Private Limited, for and on behalf of Link Crest Limited, to acquire all the issued ordinary shares in the capital of Pine Agritech other than those already owned, controlled or agreed to be acquired by Link Crest Limited and parties acting in concert with it. Based on the cash offer price of S$0.20 for each ordinary share in the capital of Pine Agritech, the offer was valued at approximately S$350 million (US$268m). Partner Howard Cheam Heng Haw led the transaction.
Shin & Kim has advised the underwriters – composed of Samsung Securities, IBK Investment & Securities and Mirae Asset Investment & Securities – in respect of the KRW97.5 billion (US$88.6m) IPO of Fila Korea Co Ltd. The offering consisted of a public offering in Korea, followed by the listing on the Korea Exchange. Partners Woong-Soon Song, Jong Ho Song, Sang-Hyun Lee and Tae Yong Seo led the transaction.
Shin & Kim has also represented TongYang Securities, TongYang Financial and TongYang Capital in respect of its sale of up to 46.5 percent of shares held in TongYang Life Insurance Co Ltd, a Korean insurance company listed on KRX. The transaction was signed on 12 November 2010 and is expected to be completed by the end of December 2010, subject to government approvals. The condition precedents to the completion of the transaction include, among others, obtainment of approvals from Financial Services Commission. Chang Weon Rhee, Seong Hoon Yi and Joon-Hyuk Chung of the firm’s M&A practice group led the advisory team.
Shook Lin & Bok LLP is acting for RBC Dexia Trust Services Singapore Limited, the trustee of K-REIT Asia, in respect of K-REIT Asia’s proposal to acquire a one-third interest in Marina Bay Financial Centre Towers 1 & 2 and Marina Bay Link Mall, valued at approximately S$1.4 billion (US$1b), and divest Keppel Towers and GE Tower, which is valued at S$573 million (US$446m). Partner Tan Woon Hum is involved in the matter.
Shook Lin & Bok LLP is also acting for HSBC Institutional Trust Services (Singapore) Limited, the trustee of Suntec Real Estate Investment Trust, in respect of the acquisition of a one-third interest in Marina Bay Financial Centre Towers 1 and 2, the Marina Bay Link Mall and 695 car park lots through the acquisition of one-third of the issued share capital of BFC Development Pte Ltd. The value of the acquisition is approximately S$1.5 billion (US$1.15b). Partner Tan Woon Hum is again involved in the matter.
Slaughter and May’s Hong Kong office has advised Morgan Stanley & Co International plc, as placing agent, in respect of the placing of 117 million shares in China Yurun Food Group Limited (China Yurun) held by Willie Holdings Limited, and in respect of the subsequent partial top-up subscription of 47 million new shares in China Yurun, one of the leading meat product manufacturers in China. The consideration for the placing was approximately HK$3.51 billion (US$450m) and the net proceeds of the partial top-up placing were approximately HK$1.394 billion (US$179m). The partial top-up placing was announced on 4 November 2010. China Yurun will apply the proceeds to expanding its production capacity. Partner Benita Yu led the transaction.
WongPartnership LLP has acted for Peter Lim, a Singaporean billionaire investor, in respect of a bid to acquire professional English football club Liverpool Football Club, which plays in the Barclays Premier League, for approximately US$515.23 million. Senior partner Alvin Yeo, senior counsel and partners Ng Wai King, Andrew Ang, Chou Sean Yu and Chua Sui Tong acted on the matter.
WongPartnership LLP has also acted for Sasteria Pte Ltd, a Singapore investment holding company wholly-owned by private investor Peter Lim, in respect of a mandatory unconditional cash offer for Thomson Medical Centre Limited (TMCL), a leading well-known healthcare service provider in Singapore. The acquisition values TMCL at approximately S$513 million (US$393m). Partners Ng Wai King, Andrew Ang and Kenneth Leong acted on the matter.
In addition, WongPartnership LLP has acted for Media Development Authority Singapore in respect of the establishment of a US$50 million film fund in collaboration with Korea’s CJ Entertainment, production company Bang Singapore and Singapore-based Asia Media & Technology Capital. The fund is anticipated to create a significant volume of work for Singaporean talent and film companies. Partner Lam Chung Nian acted on the matter.
Finally, WongPartnership LLP has acted for Stamford Tyres Corporation Limited (STCL), South East Asia’s largest independent tyre and wheel distributor, in respect of the acquisition by Sumitomo Rubber Industries Ltd, Japan’s second largest tyre maker, of an approximately 1.8 percent stake in STCL via a private placement of 4.3 million new ordinary shares in STCL. Partner Mark Choy acted on the matter.