|Allen & Gledhill LLP has advised Singapore Telecommunications Limited (SingTel) in connection with its wholly-owned subsidiary, Pastel Limited, having entered into a conditional share purchase agreement with a Bharti Group entity to purchase an additional 730 million ordinary shares in the capital of Bharti Telecom Limited. The purchase of the shares is valued at approximately between INR18,073 million (approx US$388.3) to INR30,084 million (approx US$646.1m). Partners Andrew M. Lim and Michele Foo led the firm’s advisory team.
Allen & Gledhill LLP is also advising Perennial (Singapore) Retail Management Pte Ltd (PSRMPL), as manager of Perennial Katong Retail Trust, and its parent company Perennial Real Estate Pte Ltd (PREPL) in relation to PSRMPL having announced the acquisition of Katong Mall for S$247.55 million (approx US$178.7m). Partners Margaret Soh and Jerry Koh are advising.
Appleby has acted as Cayman counsel to The Ming An (Holdings) Company Limited (Ming An), a Cayman-incorporated company listed on the Hong Kong Stock Exchange (HKSE), in connection with its privatisation by way of a Cayman court sanctioned scheme of arrangement by its major shareholder, China Taiping Insurance Holdings Company Limited (CTIH). Under the scheme, which became effective on 31 October 2009, all of the shares in Ming An held by minority shareholders (valued at approximately US$238.9 million) were cancelled in return for shares in CTIH (also listed on the HKSE), and Ming An became wholly-owned by CTIH. Ming An was delisted from the HKSE on 2 November 2009. The combination of Ming An and CTIH will create a leading platform with a top 10 position in the property and casualty insurance market in the PRC, and a fifth largest direct property and casualty insurance presence in Hong Kong by premium. The firm’s team was led by Hong Kong-based corporate partner Judy Lee.
Blake Dawson has represented Australia and New Zealand Banking Group Limited (ANZ) in respect of the bank having lodged a Prospectus with the Australian Securities and Investments Commission (ASIC) for an offer of convertible preference shares to raise A$750 million (approx US$695.1m), with the ability to increase or reduce the size of the offer. The offer forms part of ANZ’s diversified capital management strategy, with the proceeds to be used for general corporate purposes. Mallesons Stephen Jaques also advised ANZ, whilst Freehills acted for the joint lead managers: ANZ Securities, Commonwealth Securities, Deutsche Bank, Goldman Sachs JBWere, Macquarie, Morgan Stanley, Westpac and UBS.
Clayton Utz is advising Origin Energy (Origin) in connection with its recently announced acquisition of Woodside Energy Ltd’s 51.55 percent interest in the Otway Gas Project in Victoria. The acquisition, which will be conducted through Origin’s wholly owned subsidiary Origin Energy Resources Limited (OERL), is valued in excess of A$700 million (approx US$650.5m). Energy and resources partners Graham Taylor and Emma Covacevich are leading the firm’s team, with support from partner Andrew Smith.
Clayton Utz is also advising AMP Limited in respect of its proposal to acquire the Australian and New Zealand businesses of AXA Asia Pacific Holdings Limited (AXA AP). Corporate and M&A partner Rod Halstead is leading the firm’s advisory team, with partner Jonathan Algar also advising on the M&A aspects of the transaction.
Cleary Gottlieb is representing Hewlett-Packard (HP) in relation to its US$2.7 billion acquisition of 3Com, a leading provider of networking switching, routing and security solutions. Following approval from their respective boards of directors, the two companies have entered into a definitive agreement under which HP will purchase 3Com at a price of US$7.90 per share in cash, resulting in an enterprise value of approximately $2.7 billion. According to a press release issued by HP, this combination will transform the networking industry, and dramatically expand HP’s Ethernet switching offerings, add routing solutions and significantly strengthen the company’s position in China, one of the world’s fastest-growing markets. Lawyers from the firm’s New York, Brussels, Beijing and Hong Kong offices advised on the corporate, IP, real estate, antitrust, tax and employee benefit aspects of the transactions, with corporate partners Christopher Austin and Benet O’Reilly leading the team.
Clifford Chance has advised the HSBC NF China Real Estate Fund LP in connection with the company having formed, together with its co-investors, a 50/50 joint venture in China with British supermarket giant Tesco. The JV will open 3 new malls in the north-eastern region of China, each with a Tesco hypermarket as anchor tenant. One of the sites includes Tesco’s first shopping centre development in China – a 500,000 square foot retail, entertainment and residential centre in Fushun city in Liaoning province. The new stores are part of Tesco’s planned expansion in China. The firm’s China team handled the M&A and JV aspects of the deal, led by Beijing-based partner Terence Foo, whilst the real estate aspects of the transactions were handled by a London team.
Debevoise & Plimpton LLP, together with South Korean firm Bae, Kim & Lee LLC, has won an arbitration Award worth at least US$750 million for their client Hyundai Heavy Industries Co Ltd (HHI), an integrated heavy industries company which operates six divisions including shipbuilding, industrial plant & engineering, and electro electric systems. On 12th November 2009, an Arbitration Tribunal acting under the Rules of the ICC International Court of Arbitration issued a favorable award to HHI in an arbitration between the company and other shareholders, on the one hand, and affiliates of International Petroleum Investment Corporation (IPIC), an investment branch of the Abu Dhabi government. The ICC arbitration involved multiple disputes between HHI and the IPIC affiliates, as shareholders in Hyundai Oilbank (HDO), Korea’s fourth largest oil refining company. In granting all the relief sought by HHI, the Tribunal concluded that the IPIC affiliates had materially breached the shareholders’ agreement, and ordered them to sell their shares in HDO to HHI at 25 percent less than the market value of the shares (as required by the shareholders’ agreement in the event of a material breach), which represented a discount of at least US$750 million from the shares’ market value. The Debevoise team was led by partners David W. Rivkin and Christopher K. Tahbaz, whilst the Bae Kim & Lee team was headed by partners Kevin Kim, John P. Bang and Minwoon Yang.
DLA Piper has acted as offshore counsel to Pera Global Holdings Limited (Pera Global), a leading CAE/CAD (computer aided engineering/design) software developer, in relation to its US$10 million private equity financing from CAX Holdings Limited, an affiliate of Baring Private Equity Asia (Baring). The equity financing, together with Baring’s US$32 million to purchase shares of Pera Global from AIG, creates a US$42 million capital injection which is the biggest private equity investment in China’s technology industry this year, as well as the largest single private equity investment in the history of China’s software sector. The transaction significantly reinforces the ability of Pera Global to further develop R&D capabilities and fund future acquisitions. Partner Rocky Lee, the firm’s Asia Head of Private Equity & Venture Capital, led the deal. Allen & Overy acted for Baring and CAX Holdings Limited.
Drew & Napier LLC is acting as Singapore counsel and listing agent to PT Bumi Resources Tbk (Bumi Resources), Indonesia’s largest coal mining company, which last week announced the pricing of its US$300 million secured notes. The 12 percent Guaranteed Senior Secured Notes due in 2016 will be issued by Bumi Capital Pte Ltd, and will be unconditionally and irrevocably guaranteed by Bumi Resources and some of its wholly-owned subsidiaries. Bumi Resources intends to use the proceeds to finance initial capital expenditures, mine exploration and development expenditures at the Dairi Project of Herald, in addition to future acquisitions and investments in mining-related companies, and working capital and general corporate purposes. Credit Suisse and Deutsche Bank acted as the joint lead managers and bookrunners for the offering. The firm’s team was led by Director Marcus Chow. Jones Day acted as international counsel to Bumi Resources.
Herbert Smith has worked together with European law firm Stibbe to advise Canon Inc on its intended EUR 730 million (approx US$1.08b) all-cash public offer for all the shares of Océ NV. Together, Canon and Océ aim to create the overall number one presence in the printing industry. Canon has also agreed to pay EUR 65 million (approx US$96.7m) to buy Oce’s preferred shares. The joint team was led by corporate partners Björn van der Klip and James Robinson of Stibbe (Amsterdam) and Herbert Smith (Tokyo) respectively. This public offer is the latest high profile cross-border deal on which Alliance partners Herbert Smith, Gleiss Lutz and Stibbe have worked together. In commenting on the transaction, Robinson noted it “is a good illustration of the current Japanese outbound M&A trend that is seeing Japanese companies making the most of low market prices and the strength of the Japanese Yen.”
Hogan & Hartson LLP has represented Duoyuan Printing Inc (DYP), a Wyoming corporation and a leading offset printing equipment supplier in China with headquarters in Beijing, in relation to its initial public offering of common shares on the New York Stock Exchange. The offering of the shares, valued at approximately US$55 million, commenced trading on 6th November 2009 and follows the successful IPO and NYSE listing of Duoyuan Global Water five months ago. Piper Jaffray & Co acted as the sole bookrunning manager for the offering, and Roth Capital Partners LLC acted as the co-manager. The firm’s advisory team was led by Hong Kong-based partner Man Chiu Lee, who received assistance from New York partner Amy Freed and Washington DC partner Steve Kaufman.
Kim & Chang has advised MagnaChip Semiconductor companies (MagnaChip companies) in respect of having successfully emerged from a voluntary Chapter 11 restructuring in the United States on 9th November 2009. Upon completion of the restructuring, which had commenced in June 2009, MagnaChip companies had significantly reduced their long-term debt from approximately US$850 million to US$62 million. Avenue Capital Management II LP has become the controlling shareholder of MagnaChip Semiconductor LLC, the grandparent of the Korean manufacturer MagnaChip Semiconductor Ltd. The firm’s team, which advised on all aspects of the transaction, was led by Do-Young Kim and Won-Kyu Choi.
Lee & Ko has acted as counsel to CNH Capital (CNH), a company listed on the KOSDAQ division of the KRX, with respect to the spin-off of its lease operations and its own conversion into a holding company. The spin-off was completed on 30th August 2009 with the establishment of CNH Lease, a subsidiary of CNH. The Fair Trade Commission of Korea approved the conversion of CNH, which had previously focused on investment operations, into CNH Holdings on 6th November 2009. The transaction is thought to be the first successful case of conversion into a holding company through a spin-off that is permissible under the KRX (KOSDAQ) listing rules. Partners Hee Jeu Kang, Jong Seok Lee and Jun Taek Lee led the firm’s team in advising.
Lee & Ko has also represented Value_Up Private Equity Fund (Value_Up) in respect of its acquisition of interest in Kumho Auto Lease (Kumho), an unlisted Korean credit financial institution. Value_Up acquired 70.3 percent of common shares of Kumho from Kumho RAC Co Ltd. The transaction, which closed on 16th November 2009, was led by partners Hee Jeu Kang, Jong Seok Lee and Je Won Lee.
Lovells has acted for the seller in connection with the sale of 92.7 percent of shares of Beijing Leader & Harvest Electric Technologies Co Ltd (Leader & Harvest) to private equity fund Affinity Equity Partners. The transaction, valued at US$200 million, represents China’s largest ever buyout where the acquirer is a single overseas private equity fund. Leader & Harvest is China’s leading supplier of medium voltage variable frequency drive (VFD), a technology that improves the efficiency of electric motors and is particularly used in energy-intensive industries such as power generation, metal, oil & gas, mining and chemicals. The firm’s team was led by Hong Kong-based corporate partner Terence Lau.
Luthra & Luthra Law Offices has recently advised DT Cinemas, a DLF Group Company, in connection with the sale of the cinema exhibition business to PVR Cinemas. The consideration for the sale was part stock, part cash. As part of the alliance between the companies, PVR shall be offered exclusive rights to operate as a key anchor multiplex partner in all future mall developments undertaken by the DLF Group. Partner Samir Dudhoria led the firm’s transaction team.
Luthra & Luthra Law Offices has also represented Voith Paper Holding GmbH & Co KG (Voith Germany), a German engineering company founded in January 1867 and which currently has a turnover of 4.9 billion Euros (approx US$7.3b), in its acquisition of the entire 50 percent stake held by its joint venture partner Larsen & Toubro Limited (L&T) in the Kolkata-based company Voith Paper Technology (India) Limited. The agreement also contains an arrangement between Voith Germany and L&T under which the former will source components and aggregates for its international and Indian requirements from L&T in the field of manufacturing of machinery and equipment for pulp and paper production. Partner Vijaya Rao led the firm’s team in advising.
Melli Darsa & Co has acted as Indonesian counsel to PT Indika Energy Tbk (Indika Energy), one of Indonesia’s leading integrated energy groups, in relation to the offering by its wholly-owned subsidiary Indo Integrated Energy II BV of US$230 million 9.75 percent Senior Notes due 2016. Prior to the launch of the transaction, which was completed on 5th November 2009, a consent solicitation was also made to the noteholders of the previous bonds. The firm’s team was led by partners Melli Darsa and Elizabeth Silalahi. Indika Energy was also advised by Sidley Austin as to US law, Allen & Overy LLP as to Dutch law, Conyers Dill & Pearman as to British Virgin Islands law. Davis Polk & Wardwell LLP advised Citigroup Global Markets Limited (Citigroup) as the initial purchaser in connection with the offering, with the firm’s advisory team including Hong Kong-based partner William F. Barron and partners John D. Paton and Danforth Townley of London and New York. Citigroup was also advised by Assegaf Hamzah & Partners as to Indonesian law.
Nishith Desai Associates has acted as fund counsel to the ‘Aditya Birla India Real Estate Vision Fund’, an offshore India-focused real estate fund which was recently launched with a targeted corpus of US$350 million and a green shoe option of up to US$150 million. The primary objective of the offshore fund is to invest into equity, equity-related and debt instruments of investee companies engaged in the construction and development of real estate (including but not limited to residential and commercial properties and retail malls) in India under the Foreign Direct Investment (FDI) regime.
Nishith Desai Associates has also acted as legal and tax counsel to the Lokhandwala Group in connection with Trinity Capital (Five) Limited (Trinity) having recently infused the second tranche of investment for an equity participation in Lokhandwala Kataria Constructions Pvt Ltd, in relation to the development of a landmark Slum Rehabilitation Project in Mumbai. The first tranche of investment was made in October 2006 by Trinity, and this latest infusion is viewed by the firm as an indication of revival of the Indian real estate sector.
O’Melveny & Myers has represented Deutsche Bank AG, Hong Kong Branch, Merrill Lynch and BOCOM International Securities, as well as other underwriters, in respect of the US$276 million global offering of Mingfa Group (International) Company Limited (Mingfa), and the company’s listing on the Hong Kong Stock Exchange. A well-known property developer in China’s Fujian and Jiangsu provinces, Mingfa focuses primarily on large-scale, mixed use commercial complexes and integrated residential properties, with its product range also expanded to include logistics centres, R&D centres and hotels. The firm’s Hong Kong team was led by partners Colin Law and Peter Chen, whilst the firm’s US team was led by Shanghai-based partner Kurt Berney.
Orrick, Herrington & Sutcliffe LLP has advised SK Telecom Co Ltd (SKT), South Korea’s largest mobile telecommunications service provider, in respect of its sale of a 3.7 percent stake in China Unicom (Hong Kong) Limited (China Unicom) back to China Unicom for approximately US$1.3 billion. The transaction represents the largest share repurchase by a Hong Kong-listed company from a Korean company. SKT had purchased US$1 billion worth of convertible bonds in 2006 and subsequently converted the bonds to shares in 2007. Led by Hong Kong-based corporate partner David Cho, the firm’s team of Korea-focused lawyers advised SKT on US and Hong Kong law and all related corporate and regulatory matters.
Paul, Hastings, Janofsky & Walker has advised Goldman Sachs as the lead arranger in relation to a US$200 million five-year convertible bond offering by STX Pan Ocean, Korea’s largest bulk shipping company. The convertible bond offering involved innovative structuring to enable the bonds to be convertible into shares listed either in Korea or Singapore. STX Pan Ocean will use some of the proceeds to fund part of the acquisition cost for new vessels and the remainder as working capital. The firm also advised BNP Paribas, as co-manager, and Tong Yang Securities Inc, as co-lead manager, in relation to the offering. The firm’s Hong Kong-based advisory team was led by corporate partners Daniel Kim and David Grimm.
Shearman & Sterling LLP has represented Credit Suisse as sole bookrunner in connection with the US$100 million bond offering issued by Vincom Joint Stock Co (Vincom), one of the largest listed property companies in Vietnam. The offering, which closed on 16 November 2009, is the first overseas sale of convertible bonds by a Vietnamese issuer and is also the first international capital raising from any Vietnamese issuer since the US$750 million inaugural sovereign bond in 2005. Hong Kong capital markets partner Matthew Bersani and London-based European finance partner Mei Lian led the firm’s advisory team.
Simmons & Simmons has advised Commercial Bank of Qatar (Commercialbank) on its US$1.6 billion inaugural global bond offering and its first public subordinated bond issuance. The bond issue, which is the first ever global Lower Tier II offering from the Middle East, is due to close on 16 November 2009 and will be used to repay a US$380 million syndicated loan facility and to fund Commercialbank’s future growth. The firm acted as transaction counsel as to matters of Qatar law and played a key role in structuring the issue in compliance with local legal and regulatory requirements. The sole global coordinator was Morgan Stanley, who also acted as joint bookrunner with Credit Suisse. The transaction was launched following investor meetings in the US, Hong Kong, Singapore, the UAE and Europe, with the dual-tranche transaction generating significant investor interest resulting in the offer being more than 4 times oversubscribed. Finance partner Samer Eido led the firm’s advisory team.
Skadden, Arps, Slate, Meagher & Flom has represented Bank of America Merrill Lynch and The Hongkong and Shanghai Banking Corporation, as the lead underwriters, in connection with the US$300 million Rule 144A/Reg S offering of 10 percent senior notes due 2016 by Agile Property Holdings Limited, a property developer in China whose shares are listed on the Hong Kong Stock Exchange. The Hong Kong-based team was led by Edward Lam.
Skadden, Arps, Slate, Meagher & Flom is also advising Meadville Holdings Limited (Meadville), the leading provider of volume high-end printed circuit boards (PCBs), in respect of its business combination with TTM Technologies Inc (TTM), North America’s largest PCB manufacturer. The combination creates one of the largest PCB manufacturers in the world. Meadville is selling its PCB businesses to TTM for a combination of stock and cash, with an aggregate value of approximately US$521 million, and will receive stock representing approximately 45.7 percent of the post-transaction-issued share capital of TTM. Meadville’s controlling shareholder, Mr. Chien, will become the largest TTM shareholder. Concurrently, Meadville will sell its laminate and prepreg manufacturing business to Chien for approximately US$359 million. Following closing, Meadville will distribute the cash and TTM stock proceeds to its shareholders and then delist and liquidate. The deal is subject to shareholder approval, antitrust filings in the US and China and CFIUS review. The firm’s team was led by partners Jonathan Stone, Nicholas Norris and Ivan Schlager.
Vinson & Elkins has represented energy-focused private equity firm Lime Rock Partners in connection with its US$25 million investment in Expert Petroleum SRL, a Romanian-based oil and gas company focused on rehabilitating mature oil and gas fields. The investment marks Lime Rock’s sixtieth investment in a global energy company, and the first investment to be executed from Vinson & Elkins’ Dubai office. The firm’s advisory team was led by partner James A. Knight.
Weerawong, Chinnavat & Peangpanor Ltd has represented Geneal Electric Capital Corp (GECC) and GE Capital International Holdings Corporation (GECIH) in relation to the sale of GE Money’s businesses in Thailand to Bank of Ayudhya Plc (BAY). Valued at 13.789 billion Thai baht (approx US$417.9m), the transaction included the sale of the shares in GE Capital (Thailand) Limited (a wholly-owned subsidiary of GECC), General Card Service Limited and Total Services Solutions Plc (both wholly-owned by GECIH). GE and BAY have worked together to become leaders in Thailand’s credit and consumer financing market since 2001. This acquisition will enhance the growth in retail lending and will make BAY Thailand’s biggest service provider in the credit card business. Partner Chatri Trakulmanenate led the transaction.
WongPartnership LLP has acted for CapitaLand Limited (CapitaLand) in respect of the divestment of two leasehold industrial properties – Kallang Avenue Industrial Centre (KAIC) and Kallang Bahru Complex (KBC) – to Chiu Teng @ Kallang Pte Ltd for a total consideration of S$68 million (approx US$49.1m). The properties were held respectively by two of CapitaLand’s subsidiaries, KAIC Pte Ltd and KBC Pte Ltd. Partner Carol Anne Tan led the transaction.
WongPartnership LLP has also acted for Mapletree Logistics Trust in connection with the acquisition of an industrial property in Singapore – 7 Penjuru Close – from SH Cogent Logistics Pte Ltd. The transaction was valued at a total consideration of S$43 million (approx US$31m). Partners Carol Anne Tan and Khaw Gim Hong advised on the transaction.
WongPartnership LLP has also recently advised on the following transactions, led by partners Raymond Tong and Chong Hong Chiang: