Deals – 19 May 2011

Allen & Gledhill has also advised CapitaMall Trust Management Ltd, the manager of CapitaMall Trust, in respect of its issue of S$350 million (US$282.3m) unsecured convertible bonds. The sole bookrunner and lead manager for the issue is Credit Suisse (Singapore) Ltd. Partners Jerry Koh, Long Pee Hua, Sunit Chabhra and Teh Hoe Yue led the transaction.

In addition, Allen & Gledhill has advised South Beach Consortium Pte Ltd in respect of securing the S$1.6 billion (US$1.3b) facilities from a syndicate of lenders comprising DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, Sumitomo Mitsui Banking Corporation Singapore Branch, The HongKong and Shanghai Banking Corporation Ltd and United Overseas Bank Ltd. The facilities were for part-financing the proposed integrated development comprising office, residential, hotel and retail components at Beach Road, Singapore. Partners Jafe Ng and Margaret Chin led the transaction.

Finally, Allen & Gledhill has advised Alpha Investment Partners Ltd, as fund manager of Alpha Asia Macro Trends Fund Ltd, in respect of Alpha Asia’s acquisition (through its joint venture through a subsidiary with NTUC Income), of shares in Capital Square Pte Ltd, which owns the property known as “Capital Square”. The consideration for the share purchase is approximately S$889 million (US$717m). Partners Penny Goh, Richard Young, Chiam Tao Koon, Sonita Jeyapathy, Fock Kah Yah and Tan Boon Wah led the transaction.

Allens Arthur Robinson has advised Cargill, an international producer and marketer of food, agricultural, financial and industrial products and services, in respect of its acquisition of grain trading assets and infrastructure from Canadian fertiliser and rural services provider Agrium Inc. Under the deal, which closed on 11 May 2011, Cargill has purchased the AWB commodities management business that Agrium acquired when it purchased Australian agribusiness AWB Ltd on 3 December 2010. The acquisition includes AWB’s grain marketing operations, management of grain pools, international grain trading businesses, grain distribution and storage assets, and international operations based in Switzerland, India and the Ukraine. Partners Carolyn Oddie and Marcus Clark led the transaction. Blake Dawson acted for AWB/Agrium.

Allens Arthur Robinson has also advised Experian in respect of the establishment of a new credit provider service in Australia. The new A$30 million (US$31.9m) JV introduces a new player into the market, Experian Australia Credit Services Pty Ltd. The owner of 16 credit bureaus around the world, Experian maintains information on more than 500 million consumers and uses that information to assist companies with risk evaluation. The JV with six major banks, including Citibank and GE Capital, will be majority-owned by Experian. It will provide consumer and business credit information to credit providers in Australia, but will need to gain regulatory approval in order to do so. Partner Niranjan Arasaratnam led the transaction. Mallesons Stephen Jacques acted for the banks.

AZB & Partners has advised Tata Technologies Ltd and Tata Motors Ltd in respect of the acquisition by Tata Capital’s PE fund – Singapore-based Alpha TC Holdings Pte Ltd and Tata Capital Growth Fund I of Tata Technologies Ltd equity shares for a combined amount of approximately US$30 million. The acquisition, which was completed on 5 May 2011, represents a 13 percent equity stake on a fully diluted basis. Partner Vishnu Jerome led the transaction.

AZB & Partners has also advised Warburg Pincus in respect of the investment by its affiliate, Willowbay Investment Ltd, in Diligent Power Private Ltd(DPPL) by acquiring approximately 25 per cent equity stake in DPPL. The balance of 75 per cent will be held by the Dainik Bhaskar Group. The deal was valued at approximately US$140 million and was completed on 26 April 2011. Partner Anil Kasturi led the transaction.

Baker & McKenzie has acted for Morgan Stanley in respect of two recent M&A transactions in Taiwan’s securities market, in which Morgan Stanley is the financial advisor to the sellers in both transactions.
• The first transaction relates to the sale of the entire shares and assets of Polaris Securities Corporation to Yuanta Financial Holding Company by way of a share swap. The deal is valued at NT$49 billion (US$1.7b) and is scheduled to be completed on 1 November 2011, subject to conditions, including shareholders and regulatory approvals. Partner Wen-Yen Kang led the transaction.
• The other transaction was the sale of all issued and outstanding shares of Taiwan International Securities Corporation to Capital Securities Corporation by way of tender offer followed by a merger. The acquisition was valued at NT$13.5 billion (US$467.7m) and was completed on 2 May 2011. The transaction marked the first time a Taiwanese acquirer had used a combination of cash and new shares to acquire a listed securities firm by way of tender offer. Partners Wen-Yen Kang and Besson Lu led the transaction.

Blake Dawson has advised gold production company Gold One International Ltd (Gold One) in respect of an off-market takeover offer and associated share subscription involving a consortium of Chinese investors. The consortium comprises Baiyin Non-Ferrous Group Co Ltd, a subsidiary of CITIC Group; China-Africa Development Fund, a subsidiary of China Development Bank; and Long March Group, all of which are acting through BOX Gold Investment Holdings Ltd. Gold One and the consortium have signed a transaction implementation agreement for an off-market takeover offer by the consortium for all of the issued shares in Gold One for a potential subscription of up to A$250 million (US$266m). Roger Davies led the transaction. Mallesons Stephen Jaques advised the Chinese consortium.

Clifford Chance has advised funds managed by CVC Capital Partners in respect of their US$115 million investment in the Philippines’ Rizal Commercial Banking Corporation (RCBC). The investment will see the CVC funds take an approximate 15 per cent stake in RCBC, which is among the top five largest private domestic commercial banks in the Philippines. Partner Neeraj Budhwani led the transaction.

Clifford Chance has also advised Standard Chartered Private Equity Ltd in respect of its US$34 million subscription of preferred shares of Top Wheel Ltd, a BVI holding company of Shaanxi Sunfonda Automobile Co Ltd. Shaanxi Sunfonda is a leading auto-dealership business headquartered in Xi’an, Shaanxi Province with “4S dealerships” including Audi, Volkswagen, Cadillac, Porsche and Lexus. “4S dealerships” are dealerships that are authorised to sell the products of a single brand of automobiles, and integrate sales, spare parts, service and survey. Partner Terence Foo led the transaction.

Dewey & LeBoeuf has advised HNA Group Co Ltd (HNA) in respect of its investment in Spanish hotel chain NH Hoteles SA, a Madrid Stock Exchange listed company. The investment will see HNA take a 20 percent stake in NH Hoteles for approximately €431 million (US$614m) and become NH’s second largest shareholder. As part of the investment, the two companies also expect to form a hotel management joint venture and pursue other business opportunities. Partners Morton A Pierce, Peter Ivanick, Chang-Do Gong, Margaret Civetta, Jose Francisco Mateu Isturiz and Teresa Zueco led the transaction.

Fangda has represented Sequoia Capital and DCM in respect of their Series B round investment in Vipshop.com, a PRC online B2C retailer of fashion brands. The total investment is over US$40 million and the closing took place on April 2011. The firm’s team was led by partners Michael Qi and Victor Yu.

Gilbert + Tobin has advised Kulczyk Oil Ventures Inc (KOV) in respect of the proposed acquisition by international consortium Neconde Ltd of a 45 per cent interest in Oil Mining Lease 42, an oil and gas field in Nigeria, from Shell Petroleum, Total and Agip. KOV will be the technical partner to Neconde Ltd and is being bridge-financed into the transaction by its majority shareholder and consortium member, Kulczyk Investments SA. Partners Andrew Bullock and Nick Grambas led the transaction.

Hadiputranto, Hadinoto and Partners has advised PT PT Federal International Finance, a subsidiary of PT Astra International Tbk, in respect of US$20 million private shogun bond transactions with cross currency swap – unsecured bonds (first series). The deal was the first shogun bond issued by FIF and was completed on 16 March 2011. Partner Indri Pramitaswari Guritno led the transaction. Other law firms involved were Linklaters Tokyo and Ali Budiardjo, Nugroho, Reksodiputro.

Hadiputranto, Hadinoto and Partners is also representing PT Telekomunikasi Indonesia Tbk in respect of its acquisition of a majority stake in Cambodia’s largest mobile operator CamGSM from Three Star Investment Cambodia Ltd. The deal size is about US$ 493.7 million. The firm’s team was led by partner Sri Indrasturi Hadiputranto. Other law firms involved are DFDL Mekong Legal and Tax Advisers and Clifford Chance.

Herbert Smith’s Hong Kong and Singapore teams have advised Fosun International Ltd (Fosun) in respect of its US$300 million Rule 144A/Regulation S offering of high-yield notes. The notes are senior obligations of Fosun and are guaranteed by several of Fosun’s offshore subsidiaries. The notes will bear interest at the rate of 7.5 per cent per annum and mature on 12 May 2016. Fosun is one of China’s largest privately owned investment holding companies. Goldman Sachs (Asia) LLC, Standard Chartered Bank and UBS AG Hong Kong Branch were the joint lead managers and joint bookrunners for the offering. Partners Kevin Roy, Melody Chen and Gary Lock led the transaction.

Khaitan & Co has acted as domestic legal counsel for Central Bank of India, the third largest bank in India in terms of branch network, in respect of its rights issue for approximately US$562 million. The issue was reportedly the largest rights issue in FY 2010-2011 and was the first rights issue undertaken by any public sector bank constituted under Banking Companies (Acquisition and Transfer of Undertakings) Act. Partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised TA Associates in respect of its acquisition of a minority stake in Tega Industries Ltd for approximately US$40 million. TA Associates is one of the largest and most experienced middle-market growth private equity firms, with investments in over 400 companies and more than US$16 billion under management in capital. Tega Industries Ltd is a manufacturer and distributor of consumables for mineral processing and beneficiation industry. Partners Haigreve Khaitan and Aakash Choubey led the transaction.

Kim & Chang has acted as Korean legal counsel for the arrangers (including Daewoo Securities Co Ltd) in respect of Korea Land & Housing Corporation’s entrustment of certain lease receivables arising from residence leases to Woori Bank. As trustee, Woori Bank issued beneficial interest certificates in the trust. LH My Home 3rd Securitization Specialty LLC, a special purpose company established under the ABS Act, acquired the senior beneficial interest certificate and successfully issued asset-backed securities in the amount of KRW1 trillion (US$918.15m), with the senior beneficial interest certificate as its underlying asset. YH Choi, SJ Lee and TM Yoon led the transaction.

Mallesons Stephen Jaques has advised MetLife Inc in respect of the merging of its two joint ventures in China, Sino-US MetLife Insurance Co Ltd (headquartered in Beijing and with operations in five provinces), and United MetLife Insurance Company Ltd (headquartered in Shanghai and with operations in another four provinces). Re-named Sino-US United MetLife Insurance Co Ltd, the company will consolidate MetLife Inc’s insurance business in China, as it aims to become one of the top three foreign-invested life insurers for new policy business in the rapidly growing market. The insurer holds 50 per cent of the merged venture while Shanghai Alliance Investment Ltd owns the rest. The deal represents the first merger of foreign-invested life insurance companies to have taken place in China. The merger was announced on 19 April 2011. Partner Stuart Valentine led the transaction.

Maples and Calder has acted as Cayman Islands counsel for Netqin Mobile Inc (Netqin), a Cayman Islands company, in respect of its IPO on the NYSE of 7.75 million ADSs, representing 38.75 million shares, priced at US$11.50 per ADS. The offering closed on 10 May 2011. Netqin is a leading provider of consumer-centric mobile Internet services, focusing on security and productivity. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Simpson Thacher & Bartlett acted for the underwriters composed of Piper Jaffray & Co, Oppenheimer & Co and Canaccord Genuity.

Maples and Calder has also acted as BVI counsel to Hui Xian Asset Management Ltd, the manager of a REIT, in respect of its listing of the first RMB REIT on the HKSE. The firm’s team was led by Christine Chang and Barry Mitchell.

Milbank, Tweed, Hadley & McCloy has represented AVIC International Holding Corporation (AVIC International) in respect of its US$186 million acquisition of general aviation piston engine manufacturer Teledyne Continental Motors (TCM) and aftermarket supplier and piston engine overhauler Teledyne Mattituck Services. Both companies are subsidiaries of NYSE-listed Teledyne Technologies. The transaction is the first successful acquisition by a Chinese aviation company of a US aviation industry manufacturer. AVIC International is the international arm of China Aviation Industry Corporation (AVIC), the largest aviation company in China and also one of China’s largest state-owned companies. Partners Ed Sun and Alex Kaye led the deal.

Minter Ellison is advising Gloucester Coal on all legal and tax aspects in respect of its acquisition of a 100 per cent interest in Donaldson Coal Holdings Ltd and Ellemby Holdings Pty Ltd, and an the equity raising of approximately A$230 million (US$244.8m) to fund the cash consideration for these acquisitions. Gloucester will acquire Donaldson from Noble Resources Australia Pty Ltd for an enterprise value of A$585 million (US$622.7m). The second acquisition is under an agreement with shareholders of Ellemby Holdings Pty Ltd and has a base purchase price of A$30 million (US$32m). The acquisitions are subject to shareholder approval, sourcing of new debt facilities and FIRB approval. Partners John Steven and Bart Oude-Vrielink lead the transaction. Clayton Utz is advising Noble Group Ltd whilst Freehills is advising the underwriters in the capital raising.

Minter Ellison is acting as Australian counsel to COFCO Corporation and its wholly owned Australian subsidiary, Top Glory (Australia) Pty Ltd, in respect of its announced takeover bid for Tully Sugar Ltd. Tully Sugar, which mills sugar cane to produce high grade raw sugar and molasses for export, is unusual in that it is an unlisted public company regulated by Chapter 6 of Australia’s Corporations Act takeover rules. COFCO is China’s largest diversified products and services supplier in the agribusiness and food industry. It is seeking up to 100 per cent ownership of Tully Sugar shares, with the acquisition subject to a number of conditions, including Australian FIRB approval and a 50.1 per cent minimum acceptance. Partners Marcus Best and Bruce Cowley lead the transaction.

Ogier has acted as Cayman counsel for global touch solutions provider TPK Holding Co Ltd in respect of its recent US$400 million convertible bond offering. The transaction is reportedly the largest Taiwanese bond issuance in the year to date. The notes will be listed in Singapore. Partner Tim Bridges led the transaction whilst Lee and Li acted as Taiwanese counsel. Simpson Thacher acted for the underwriters.

Paul, Hastings, Janofsky & Walker has advised China’s largest online dating platform, Jiayuan.com (Jiayuan), in respect of its IPO of 7.1 million American depositary shares, representing approximately 10.65 million ordinary shares, listed on the Nasdaq Global Select Market. The offering closed on 16 May 2011 and raised US$78.1 million. The underwriters were granted a 30-day option to purchase up to an additional of 1,065,000 ADSs to cover the over-allotment. Partners David Wang, Steven Winegar and Jia Yan led the transaction whilst Maples and Calder, led by Christine Chang, acted as Cayman Islands counsel and Zhong Lun Law Firm advised as to PRC law. Latham & Watkins, led by partners David Zhang and Benjamin Su, represented the underwriters composed of BofA Merrill Lynch, Citigroup Global Markets, China International Capital Corporation, Oppenheimer & Co and Stifel Nicolaus Weisel. Fangda, led by partner Michael Qi, also represented Citigroup Global Markets Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and several other underwriters.

Paul, Hastings, Janofsky & Walker has also advised Sino-Ocean Land Holdings Ltd, one of the largest real estate companies in Beijing, in respect of its US$400 million perpetual subordinated capital securities issue. The deal marks the first perpetual capital securities issue by a Chinese property company. Goldman Sachs, BOC International and HSBC acted as the joint lead managers on the transaction. The firm’s team was led by partners Vivian Lam and Neil Torpey.

Paul, Weiss has advised Ericsson in respect of the completion of its previously announced transaction to acquire the majority of the assets of the Guangdong Nortel Telecommunications Equipment Company Ltd, at a cash purchase price of US$50 million. The acquisition gives Ericsson R&D engineers, manufacturing and services professionals, as well as manufacturing and research facilities in the China region, for the continued development of its CDMA and GSM businesses. Partner Jeanette Chan led the transaction which was completed on 12 May 2011.

Shook Lin & Bok’s Singapore office has advised RBC Dexia Trust Services Singapore Ltd, the trustee of K-REIT Asia, in respect of the acquisition of four strata office floors in Prudential Tower by K-REIT Asia from the vendors (comprised of Innisvale Investments Pte Ltd, Maraha Pte Ltd, Lima Bintang Holdings Pte Ltd and Mirabeau Gardens Pte Ltd), at a purchase price of approximately S$125.1 million (US$101m). Partner Tan Woon Hum led the transaction.

Skadden Arps, Slate, Meagher & Flom has represented The Hongkong and Shanghai Banking Corporation Ltd (HSBC), The Royal Bank of Scotland plc (RBS) and Macquarie Capital (Singapore) Pte Ltd, as joint lead mangers and joint bookrunners, in respect of a RMB1 billion (US$153.68m) offering of US dollar settled, RMB denominated 11.5 per cent senior notes due 2014 by HKSE listed real estate developer Powerlong Real Estate Holdings Ltd (Powerlong). The notes were accepted for trading on the Singapore Stock Exchange. The firm also represented HSBC and RBS as arrangers of a US$47 million secured syndicated loan to Powerlong. The proceeds from the notes and the loan will be used primarily to finance existing and new property projects and for general working capital. The firm served as US counsel to the underwriters and English counsel to the lending banks. Partner Edward Lam led the transaction.

Skadden Arps, Slate, Meagher & Flom has also represented The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan and The Royal Bank of Scotland plc, as joint lead mangers and joint bookrunners, in respect of a US$400 million offering of 10.625 per cent senior notes due 2018 by SGX listed real estate developer Yanlord Land Group Ltd. The notes were accepted for trading on the SGX. Proceeds from the notes will be used primarily to refinance existing indebtedness and for general working capital. Partner Edward Lam also led the transaction.

Walkers has acted as BVI counsel to China Zenix Auto International Ltd, the largest commercial vehicle wheel manufacturers in China, in respect of its IPO on the NYSE which raised US$77.4 million. Partner Denise Wong led the transaction.

WongPartnership has acted for Ascendas Fund Management (S) Ltd, in its capacity as manager of Ascendas Real Estate Investment Trust, in respect of its S$125.6 million (US$101.3m) acquisition from Ascendas (Tuas) Pte Ltd of two seven-storey multi-tenanted buildings, Neuros & Immunos, located at the Biopolis, a premier research hub in Singapore. Partners Dorothy Marie Ng and Serene Soh acted on the matter.

WongPartnership has also acted as Singapore counsel for Malaysia Smelting Corporation Berhad, a company listed on the Main Market of Bursa Malaysia Securities Berhad, in respect of its IPO and secondary listing in Singapore. Following the listing, the company is currently dual listed in both Singapore and Malaysia. Partner Long Chee Shan acted on the matter.

Yulchon‘s Outbound and Natural Resources Teams have advised Korea Resources Corporation (KORES) in respect of a multi-part US$1.1 billion Canadian and Chilean mining investment. Upon closing, the deal would see KORES become a strategic partner of, and the largest shareholder in, Canadian mining company Capstone and the two companies jointly acquiring Canadian mining company Far West, with its Santo Domingo copper and iron project in Chile. KORES also committed to arrange financing for a large part of the capital costs to start commercial production at the mine, and KORES will obtain the rights to 50 per cent of the off-take of the mine. Partners Bong Hee Han and John KJ Kim supervised the deal whilst the firm also coordinated with local legal counsel Stikeman Elliott.