Deals – 19 April 2012

Amarchand & Mangaldas & Suresh A Shroff Co has also advised Japan’s largest non-life insurer, Mitsui Sumitomo, in respect of a transaction which involved a purchase of a 26 percent stake from New York Life Insurance (NYL) in Max New York Life Insurance (MNYL) for INR2,731 crores (US$530m). The deal is significant, as NYL was holding its stake in MNYL through Mauritius and contended that no tax is liable to be paid in India, owing to the Indo-Mauritius tax treaty benefits. The estimated tax liability is approximately INR350 crores (US$67.6m). The firm negotiated full tax withholding along with indefinite tax indemnity without cap, on account of growing uncertainty in Indian tax landscape, particularly in the wake of proposed GAAR provisions and DTC. For tax negotiation, NYL was represented by Freshfields and BMR whereas Mitsui was represented by Paul Weiss and Amarchand, led by partner Nivedita Rao.

AZB & Partners has advised Sunteck Ltd Realty in respect of its acquisition, through its subsidiary, along with Kotak Private Equity Group in non-convertible and optionally convertible debentures of Satguru Corporate Services Private Ltd which is engaged in a mixed use project. Partner Yogesh Bhattarai led the transaction which was valued at approximately US$61 million and was completed on 23 February 2012.

AZB & Partners has also advised Valiant Mauritius Partners FDI Ltd in respect of its acquisition of (i) equity shares representing up to 22.74 percent of the equity share capital of Shriram Housing Finance Ltd and (ii) equity shares by Shriram City Union Finance Ltd representing approximately 77.25 percent of the equity shares of Shriram Housing Finance Ltd for an aggregate consideration of approximately INR1.7billion (US$33.33m). The aggregate consideration to be paid by Shriram City Union Finance Ltd is approximately INR1.65 billion (US$32.34m). Partner Shuva Mandal led the transaction which was completed on 3 April 2012.

Clifford Chance has advised HKSE listed hotel owner and operator Shangri-La Asia Ltd in respect of its US$600 million 4.75 percent five-year notes issuance. Partner Connie Heng led the transaction.

Clifford Chance has also advised Vincom Joint Stock Company, the largest property developer in Vietnam, in respect of its US$185 million 5 percent five-year convertible bonds with an upsize option to US$250 million. The transaction was led by partners Crawford Brickley and Connie Heng.

CMS Hasche Sigle has advised Evans Analytical Group (EAG) in respect of its acquisition of PTRL Labor für Umwelt- und Pestizidchemie GmbH (PTRL Europe) of Ulm, Germany, and the legally independent company PTRL West Inc (USA). The leading laboratory network adds analytical services for agrochemical companies to its portfolio of service offerings for high-tech industries. EAG is majority owned by Odyssey Partners, a private equity firm with more than US$2 billion in capital under management. PTRL provides regulatory testing worldwide for leading international agrochemical companies and offers specialised services in analytical chemistry to assist in the required regulatory testing to bring new pesticides to market. The companies complement the Life Sciences Division of EAG. Partner Dr Heike Wagner led the transaction.

Davis Polk has advised Mongolian Mining Corporation (MMC) in respect of its Rule 144A/Regulation S offering of HK$600 million (US$77.3m) 8.875 percent senior high yield notes due 2017 guaranteed by certain MMC subsidiaries. ING Bank NV Singapore Branch, JP Morgan Securities Ltd and Merrill Lynch International were the joint book-runners and joint lead managers whilst Standard Bank and Standard Chartered Bank were the joint lead managers. Concurrently, the firm advised MMC as borrower on its English law governed secured term loan facilities of up to HK$300 million (US$38.66m). Standard Bank was the lead arranger and the facilities were guaranteed by the same MMC subsidiaries as those in the notes offering. An inter-creditor agreement was negotiated for both the notes offering and the loan to govern the ranking and priority between the bondholders and Standard Bank and to provide common collateral. The advisory team included partners William F Barron, Antony Dapiran and John D Paton. Shearman & Sterling acted as counsel to the joint book-runners and joint lead managers whilst Clifford Chance acted as counsel to the lead arranger.

Freshfields Bruckhaus Deringer has advised Chailease Finance (BVI) in respect of its debut issue of offshore renminbi bond at 5 percent for a tenor of three years. The notes amounting to RMB750 million (US$119m) are guaranteed by the issuer’s parent company, Chailease Finance Co Ltd. The deal represents the first time a Taiwanese non-bank financial institution has issued a dim sum bond. Chailease is the largest leasing company in Taiwan with a leading market share of 43 percent by contract amount in 2011. The bonds will provide funds to support Chailease’s investments in China, as well as strengthening its financial position for further business growth. The joint lead managers and bookrunners were ANZ, Bank of China (Hong Kong) and Standard Chartered. Partner Andrew Heathcote led the transaction.

Fried, Frank, Harris, Shriver & Jacobson has represented Merrill Lynch Far East Ltd, as placing agent, in respect of the top-up placement of 42 million shares of Vinda International Holdings Ltd (Vinda) for total proceeds of approximately US$61.32 million, and the secondary sale of 46.9 million shares by certain shareholders of Vinda for total proceeds of approximately US$87.94 million. Vinda is a leading manufacturer of tissue paper products in China. The ordinary shares of Vinda are listed on the HKSE. Partners Carolyn Sng and Joshua Wechsler led the transaction.

Fried, Frank, Harris, Shriver & Jacobson has also represented Merrill Lynch Far East Ltd, as placing agent, in respect of a secondary placement of shares in Samsonite International SA by The Royal Bank of Scotland and CVC for total proceeds of approximately US$216 million. Samsonite is the world’s largest travel luggage company by retail sales value in 2010, with a 100-year heritage. The ordinary shares of Samsonite are listed on the HKSE. Partners Joshua Coleman and Carolyn Sng led the transaction.

Khaitan & Co has advised Siemens Ltd in respect of filing a pre-merger notification with the Competition Commission of India (CCI) for the proposed amalgamation between Siemens Ltd and Siemens Power Engineering Private Ltd which has been approved by the CCI. Siemens Ltd is a global powerhouse in electronics and electrical engineering. Partner Manas Kumar Chaudhuri acted on the transaction.

Khaitan & Co has also advised TA Associates in respect of the acquisition of minority stake in Indiaideas.com Ltd (Billdesk). TA Associates is one of the oldest private equity firms in the United States and one of the largest in the world, making growth capital investments in developing companies and acquiring mature companies through leveraged buyout and recapitalisation transactions. Partner Aakash Choubey acted on the transaction.

King & Wood Mallesons has acted for Goldman Sachs as the underwriter in respect of the A$83.1 million (US$86.1m) capital raising to partially fund M2 Telecommunications Group’s acquisition of Primus Telcom Holdings, the Australian operations of the US-based Primus Telecommunications Group, for A$192.4 million (US$199.3m). The offer is a renounceable entitlement offer, with entitlements tradeable on ASX, therefore ensuring M2 shareholders are able to participate in the capital raising. M2 Telecommunications is Australia’s largest non-infrastructure based provider of telecommunications services. Under the deal, M2 will absorb Primus’ 165,000 customers, the iPrimus and Primus brands, 500 staff and the telco’s national network assets which include data centres and metro fibre rings. Partner Craig Semple led the transaction. Gilbert + Tobin advised M2 Telecommunications on the capital raising and debt funding whilst Lander + Rogers advised on the acquisition of Primus.

King & Wood Mallesons’ energy and resources team has also advised Xstrata Copper in respect of the disposal of an interest in the Energía Austral hydroelectric development company to Origin Energy. Energía Austral is Chile’s leading geothermal exploration company, holding a number of significant electricity generation projects which have been designed under Xstrata’s industry-leading sustainable development standards. The transaction involved Origin Energy acquiring a majority interest in the Energía Austral project while Xstrata Copper will maintain a 49 percent interest in the project. Origin Energy will progressively invest up to US$75 million in project-development costs for the completion of a detailed project feasibility study, and, if the project is deemed viable, an additional US$75 million towards a final investment decision in 2015/2016. Xstrata Copper will be entitled to deferred payments where the project achieves certain revenue thresholds post-completion. Partner Stefan Luke led the transaction. Other firms which advised Xstrata were McCarthy Tétrault (Toronto, Canada), Cariola (Santiago, Chile) and Appleby (Bermuda). Origin Energy was advised by Freehills (Australia), Carey (Santiago, Chile) and Conyer (Bermuda).

Latham & Watkins is representing HKSE and Nasdaq listed City Telecom (HK) Ltd (CTI) in respect of its proposed sale of Hong Kong Broadband Network (HKBN) and IDD businesses to Metropolitan Light Company Ltd, a company formed by CVC Funds. The transaction is valued at approximately HK$5 billion (US$644m). CTI is a provider of residential and corporate fixed network and international telecommunications services in Hong Kong. HKBN is a wholly owned subsidiary of CTI. Partners Michael Liu, Stanley Chow and Luke Grubb are leading the transaction.

Maples and Calder has acted as Cayman Islands counsel to the launch of Athos Asia Event Driven Offshore Fund. Ascalon Capital Managers, a unit of Australia’s Westpac Banking Corp, is a seed investor in the fund which is an Asia Pacific event-driven hedge fund. The fund has been established as a master/feeder structure and is managed by Hong Kong SFC regulated Athos Capital Ltd. The transaction was led by partner Ann Ng.

Maples and Calder has also acted as Cayman Islands counsel to New World China Land Ltd in respect of its issuance of CNY2.8 billion (US$444m) 8.5 percent bonds due 2015 listed on the HKSE. The transaction represents the issuer’s debut dim sum bond, which was the largest dim sum bond by a property developer. Partner Christine Chang led the transaction whilst Stephen Mok & Co, led by partner Stephen Mok, in association with Eversheds, acted as Hong Kong and English counsel. Clifford Chance, led by partner Connie Heng, acted as Hong Kong and English counsel to the joint lead managers and bookrunners BOCI and HSBC.

Mayer Brown JSM has advised the partners of Davis Langdon & Seah (DLS) in respect of its merger with Arcadis NV (Arcadis), an international consultancy, design, engineering and management services company. DLS is the oldest and largest cost and project consultancy in Asia, with more than 2,800 employees in 37 offices across the region. All of the 15 international and 42 local partners of DLS will remain with the company after merger. Partner Stephen Bottomley led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has represented KKR China Healthcare Investment Ltd (KKR) in respect of its purchase agreement with China Cord Blood Corporation (CCBC), the largest cord blood banking operator in China, for an issuance to KKR of US$65 million principal amount notes convertible into CCBC common stock. NYSE listed CCBC is the first licensed cord blood banking operator in China. The investment will be used to support CCBC’s business expansion and to capitalise on China’s fast growing healthcare services industry. The transaction was announced on 11 April 2012. The advisory team included partners Jack Lange, Mark Bergman, Tracey Zaccone, Mark Mendelsohn and David Sicular.

RHTLaw Taylor Wessing has acted as Singapore legal counsel to CW Group Holdings Ltd (CW Group) in respect of its listing on the Hong Kong Stock Exchange on 13 April 2012, with gross proceeds of approximately HK$216 million (US$27.8m). Guotai Junan Capital Ltd is the sole sponsor of this listing. CW Group, incorporated in the Cayman Islands, together with its subsidiaries in Singapore, the PRC and Malaysia, is a precision engineering solutions provider and machine tool manufacturer and distributor. Partners Tan Chong Huat, Chew Kok Liang and Amanda Chen led the transaction. Appleby, led by partner Judy Lee, acted as Cayman counsel whilst Li & Partners and Hills & Co advised as to Hong Kong and PRC laws, respectively. KK Chong & Company advised as to Malaysian law.

RHTLaw Taylor Wessing has also advised Catalist listed China Fashion Holdings Ltd in respect of its proposed S$41.34 million (US$33m) acquisition of the entire issued and paid-up share capital of Golden Rainbow Enterprises Ltd, a company with interests in a producing oilfield in South Sumatra Province, Indonesia. Partner Ch’ng Li-Ling led the transaction.

Shook Lin & Bok has acted for CMZ Holdings Ltd, a zipper manufacturer based in China, in respect of its voluntary delisting from the Mainboard of the SGX and privatisation by Value Harmony Ltd, which was valued at approximately S$56.6 million (US$45.2m). Partners Wong Gang and Tan Wei Shyan advised on the transaction.

Skadden, Arps, Slate, Meagher & Flom has represented BOC International, Credit Suisse and Goldman Sachs (Asia) LLC as the joint lead managers and joint book-runners in respect of an offering of its US$400 million 6.875 percent senior notes due 2017. The notes are unconditionally and irrevocably guaranteed by HKSE listed Zoomlion Heavy Industry Science and Technology Co Ltd, a subsidiary of Zoomlion Heavy Industry Science and Technology Co Ltd, a leading China-based construction machinery manufacturer. The notes were sold in reliance on Rule 144A and Regulation S. Partners Alec Tracy and Edward Lam led the transaction.

Stamford Law is advising Mainboard-listed Stratech Systems Ltd in respect of its share placement to raise proceeds of approximately S$1.5 million (US$1.2m). The proceeds from the placement will be used to finance general working capital purposes. The transaction team was led by Soh Chun Bin and Lim Swee Yong.

Stamford Law has advised Bumitama Agri Ltd. (“Bumitama”) on its initial public offering and listing on the Mainboard of the SGX-ST. Bumitama is a young and fast-growing pure upstream palm oil producer that is based in Indonesia, and its listing – with a market capitalisation of S$1.31 billion – is the first sizeable new listing on the SGX-ST in 2012. The offering (excluding the cornerstone shares) was approximately 30.8 times subscribed. Partner Ng Joo Khin together with Associate Director, Marcus Tan, led the transaction.

Sullivan & Cromwell is representing Amgen Inc in respect of its acquisition of KAI Pharmaceuticals for US$315 million in cash. The transaction, which was announced on 10 April 2012, has been approved by KAI stockholders and by the Board of Directors of each company. Completion of the transaction is subject to customary closing conditions, including regulatory approvals. Following the completion of the transaction, KAI will become a wholly owned subsidiary of Amgen. JP Morgan Securities LLC acted as exclusive financial advisor. The advisory team includes partners Frank Aquila, Krishna Veeraraghavan, Matthew Friestedt and Ronald Creamer. Advising KAI was Latham & Watkins.

Sullivan & Cromwell is also representing Tinicum Incorporated as selling shareholder in respect of the acquisition of X-Rite Incorporated by Danaher Corporation for approximately US$625 million, including the assumption of debt, net of cash. The deal was unanimously approved by the X-Rite Board of Directors. Upon completion of the transaction, X-Rite, headquartered in Grand Rapids, Michigan, will operate as a stand-alone company within Danaher’s product identification group which is a part of their industrial technology segment. Partner Alison Ressler led the transaction which was announced on 10 April 2012 and is subject to regulatory approval and customary closing conditions. It is expected to close during the second quarter of 2012. Winston & Strawn served as legal advisor to X-Rite.

Watson, Farley & Williams’ Singapore office has acted for PTSC South East Asia Pte Ltd, a joint venture between Petrovietnam Technical Services Corporation and Yinson Holdings Berhad, in respect of a term loan facility in order to partially finance the project costs in relation to the FSO “PTSC Bien Dong 1”. The facility was made available by Oversea-Chinese Banking Corporation Ltd (OCBC) and United Overseas Bank Ltd as mandated lead arrangers, with OCBC acting as facility agent and security agent. The FSO is under construction at Sungdong Shipbuilding & Marine Engineering Co Ltd and will be operated on the Bien Dong field offshore Vietnam. Partner Andrew Nimmo led the transaction.

WongPartnership has acted for DBS Group Holdings Ltd (DBS) in respect of (i) the proposed acquisition of 67.37 percent of all issued shares of PT Bank Danamon Indonesia Tbk (Danamon) through the acquisition of Asia Financial (Indonesia) Pte Ltd (an indirect wholly-owned subsidiary of Temasek Holdings (Private) Ltd) for approximately S$6.2 billion (US$5b) to be satisfied by an issuance of shares by DBS; and (ii) the mandatory cash tender offer for the remaining listed shares of Danamon following the completion of the acquisition for approximately S$2.9 billion (US$2.3b). Partners Ng Wai King, Elaine Chan, Chan Sing Yee, Quak Fi Ling and Khoo Yuh Huey acted on the matter.

WongPartnership has also acted for Cordlife Group Ltd in respect of its IPO of shares and listing on the SGX ST which raised gross proceeds of approximately S$29.7 million (US$23.7m) through an invitation comprising two million offer shares and 58 million placement shares. Partner Karen Yeoh acted on the matter.