|Aklea has advised April, a listed company based in Lyon which specialises in health insurance, contingency funds and damages, in respect of its acquisition, via its International holding company, of 80 percent of the securities of Asia Assistance Partners Singapore. The transaction, announced on 10 July 2012, represented April’s first acquisition in Asia. Following the acquisition, April will be poised to pursue the constitution of its worldwide reference network in insuring mobility and assistance. Partner Christophe Cochet led the transaction, in coordination with partner Caroline Berube of HJM Asia law and partner Thierry Gougy of DFDL.
Allen & Gledhill has acted as Singapore counsel for IHH Healthcare Berhad (IHH) in respect of its IPO and listing on the Bursa Malaysia and the SGX-ST. The IPO consists of an institutional placement, Malaysia public offering, Singapore offering and cornerstone offering, raising gross proceeds of approximately S$2.487 billion (US$2b). Based on the offering price of S$1.113 (US$0.89), IHH’s market capitalisation is approximately S$8.967 billion (US$7.19b) upon its listing. The global offering is the first simultaneous dual public offering in Malaysia and Singapore whilst the listing is the first simultaneous initial listing on the Bursa Securities and the SGX-ST. Partners Tan Tze Gay and Leonard Ching led the transaction.
Allen & Gledhill has also acted as Singapore counsel for Mapletree Treasury Services Ltd (MTSL) and Mapletree Investments Pte Ltd (MIPL) in respect of MTSL’s issue of S$600 million (US$481m) 5.125 percent subordinated perpetual securities under its US$3 billion euro medium term note programme. The securities are unconditionally and irrevocably guaranteed by MIPL. Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd, and The Hongkong and Shanghai Banking Corporation Ltd were appointed as the joint lead managers. Partner Glenn Foo led the transaction.
Allen & Overy has advised Axiata Group Berhad (Axiata), one of Asia’s largest telecommunication companies, through its wholly owned subsidiary, Axiata SPV2 Berhad, in respect of its establishment of a US$1.5 billion multi-currency sukuk programme, the first internationally rated multi-currency sukuk programme in the Asia Pacific region. The programme was arranged by CIMB Bank (L) Ltd and HSBC Amanah Malaysia Berhad and Merrill Lynch (Singapore) Pte Ltd. The programme, which was approved by the Central Shariah Committee of HSBC, has an innovative structure which provides for the issuance of sukuk under the Shariah principle of Wakala, utilising assets comprising airtime vouchers (representing an entitlement to a specified number of airtime minutes on the mobile telecommunications network of subsidiaries of Axiata for on-net calls), Shariah compliant shares and/or lease assets as well as Murabaha receivables arising from the sale of commodities. Partners Jeremy Stoupas and Ken Aboud led the transaction.
Allens has advised Caltex in respect of its offer for Caltex subordinated notes. Caltex seeks to raise A$300 million (US$313.6m) through the offer of the notes (with the ability to raise more or less) which are dated, direct, unsecured, subordinated, cumulative and intended for listing on the ASX. Under the transaction which was announced on 31 July 2012, Caltex will offer the notes to institutional investors, broker firm applicants, eligible shareholders and members of the general public, at an issue price of A$100 (US$104.56) per note. The notes offer is expected to open on 9 August 2012. Partner Stuart McCulloch led the transaction.
Amarchand Mangaldas has advised listed pharma company Wockhardt Ltd in respect of the sale of its nutrition business, which includes leading brands like Farex and Protinex and the manufacturing facility located at Lalru, Punjab, to French foods company Danone Group for approximately INR1,600 crores (US$288.4m). The transaction documents were executed on 2 August 2011 and the transaction closed on 26 July 2012. Wockhardt is currently ranked No. 2 in the nutrition business in India. Partners Cyril Shroff, Ashish Jejurkar and Jaya Singhania led the transaction. Freshfields and Platinum Partners acted as foreign and Indian legal counsel to Danone, respectively.
Baker & McKenzie’s Tokyo and Paris offices have jointly advised Toyota Tsusho Corporation in respect of its purchase of a 29.8 percent equity stake in CFAO from French holding company giant PPR for €688 million (US$842m). CFAO is a publicly listed company in France and a diversified group with distribution expertise in both the automobile and pharmaceutical industries in Africa and French Overseas Territories. Anne Hung, Ean Mac Pherson, Raphaele Francois-Poncet, Laurent Barbara and Francois-Xavier Naime led the transaction.
Baker & McKenzie has also advised RM Williams Agricultural Holdings in respect of the first deal to occur under the Australian Government’s new Carbon Farming Initiative (CFI). Under the deal, RM Williams joined with Qantas to offset carbon pollution using carbon credits generated from restoring and conserving natural habitat on Henbury Station, a 500,000 acre natural landscape in the Northern Territory owned by RM Williams. It is intended that up to 1.5 million tonnes of greenhouse gases will be sequestered on the station each year. In addition to advising on the Qantas transaction, the firm also worked with RM Williams over the last 18 months on the development of Henbury as a CFI project and as chair of the steering committee established to oversee the project. Partner Martijn Wilder led the transaction.
CMS Hasche Sigle has advised Danish company Kvadrat A/S in respect of its acquisition of Kinnasand GmbH and indirectly also its subsidiaries in Sweden, Italy and Japan. Kvadrat is a leading European textile design company supplying architects, designers and furniture manufacturers worldwide. Headquartered in Westerstede, Lower Saxony, Kinnasand GmbH is a globally-active textile company that sells curtain fabrics, carpets and upholstery. Partner Dr Regine Hagen-Eck advised on the transaction.
De Brauw Blackstone Westbroek has advised AkzoNobel NV and its subsidiary ICI Omicron BV in respect of reaching an agreement with Lucky Cement Ltd and four of its group companies for the sale and transfer of a 75.81 percent stake in the share capital of ICI Pakistan Ltd. AkzoNobel sold its stake for US$ 152.5 million to the ultimate purchaser through a competitive auction process. The transaction is expected to be completed towards the end of this year, once regulatory approvals have been obtained and the purchaser has completed a legally required tender offer for at least 50 percent of the shares in ICI Pakistan held by the other shareholders. Partner Dieter Wolff led the transaction whilst Vellani & Vellani acted as local counsel. Mohsin Tayebaly & Co advised Lucky Cement Ltd.
Eversheds has advised China Chengxin in respect of securing the first ever Type 10 Licence to provide credit rating services issued in Hong Kong. The licence was issued by the Hong Kong Securities and Futures Commission (SFC) on June 2012, making China Chengxin the PRC’s first credit rating company to operate in the international market. Established in 1992 as one of the pioneers of China’s credit rating industry, China Chengxin has become one of China’s largest and most influential credit rating agencies. Partner Kingsley Ong led the transaction.
Hogan Lovells has advised General Electric (GE) in respect of the financing and equity aspects of a US$122 million 50MW wind farm in Salkhit, Mongolia, the first renewable energy independent power project in Mongolia. The 50MW wind farm is part of a renewable energy programme intended to reduce the country’s dependence on coal. The project, which is expected to become operational in 2012, will supply almost 5 percent of Mongolia’s electricity. The project is being developed and sponsored by Mongolia-based Newcom LLC, which retains a majority interest in the Mongolian project company Clean Energy LLC. GE Pacific Private Ltd acquired an equity interest in Clean Energy LLC on March 2012 and debt financing for the project closed on July 2012. Partner Michael Aldrich, with partner Jamie Barr, led the transaction.
J Sagar Associates (JSA) has also advised Polaris Industries Inc in respect of a joint venture with Eicher Motors Ltd in relation to the manufacturing of personal vehicles for India and other emerging markets. The JV agreement envisages a 50:50 equity participation, with manufacturing expected to commence in 2015. The overall investment in the JV company over a three year period will be approximately INR250 crores (US$44.54m). Partner Shivpriya Nanda led the transaction. Eicher Motors Ltd was represented by PRA Law Offices.
J Sagar Associates has also advised Mehta Frozen Foods Carrier Private Ltd, a company engaged in the controlled atmosphere transportation, distribution and warehousing of various products, and its promoters in respect of the sale of 74 percent of its shareholding to Ambit Pragma Fund II, a domestic venture capital fund represented through its sole trustee IL&FS Trust Company Ltd. Partner Abeezar Faizullabhoy led the transaction. Ambit Pragma Fund II was represented by Economic Law Practice.
Khaitan & Co has advised Oman India Joint Investment Fund in respect of its investment of approximately US$ 9.8 million in respect of the acquisition of a 19.64 percent stake in Indus Teqsite Private Ltd India. Oman India Joint Investment Fund is a joint venture between State General Reserve Fund of Oman and State Bank of India. Partner Sharad Abhyankar acted on the transaction.
Khaitan & Co has also advised Welspun India Ltd, Welspun Global Brands Ltd and Welspun Retail Ltd in respect of the drafting and filing of the pre-merger notification with the Competition Commission of India (CCI) under Sections 5(c) of the Competition Act, 2002 for a proposed scheme of arrangement. Welspun India Ltd is one of the top three home textile manufacturers in the world, with world class manufacturing facilities in India. Welspun Global Brands Ltd is the preferred supplier to 14 out of 30 retailers in the world. Welspun Retail Ltd is India’s largest specialty retailer in the home furnishing segment. Avaantika Kakkar advised on the transaction.
Maples and Calder has acted as Cayman Islands counsel to NDC Investment Pte Ltd in respect of the launch of Gold Rogers Fund. The investment objective of the fund is to invest mainly in listed equities, bonds and futures, together with unlisted equities and bonds in Japan, Australia, Hong Kong, USA, Canada, Brazil, Singapore and Indonesia and other countries. Nick Harrold and Matt Roberts advised on the transaction.
Mayer Brown JSM has advised HKSE-listed China State Construction International Holdings Ltd (CSCI) in respect of its top-up placement of 300 million shares to independent third parties at approximately HK$7.57 (US$0.98) per share, raising approximately HK$2.2 billion (US$283.7m). CSCI is one of the largest construction contractors in Hong Kong, with a number of flagship construction and civil engineering projects in the China market. Partner Jeckle Chiu led the transaction.
Morrison & Foerster has represented Softbank in respect of a three-way transaction among Softbank, Yahoo and Alibaba pursuant to which Alibaba will repurchase half of Yahoo’s shares in the company for US$7 billion, the parties will re-state their shareholders agreements, and Softbank will become Alibaba’s largest shareholder. The transaction represents one of the largest technology transactions of 2012 and is the largest ever investment/M&A transaction between a Japanese company and a Chinese company. Partner Kenneth Siegel led the transaction.
Morrison & Foerster has also represented Tokyo-based DRAM chip-maker Elpida in respect of its proposed acquisition by Micron Technologies in one of Japan’s largest inbound M&A deals ever. The transaction is part of the corporate reorganisation plan for Elpida which declared bankruptcy on February 2012. The transaction, scheduled to close in 2013, doubles Micron’s share in the global DRAM market. Partner Kenneth Siegel also led the transaction.
Paul Hastings has represented Korea’s export credit agency Korea Trade Insurance Corporation (K-sure) in respect of the financing of EnerjiSA’s 450 MW lignite-fired power project and associated lignite mine project in Tufanbeyli, Turkey. Total project cost is approximately €1.1 billion (US$1.35b) and EnerjiSA has obtained €750 million (US$919m) debt financing for the project. K-sure is providing political and commercial risk insurance cover of €608 million (US$745m) for the export credit financiers, who will become a lender group in the portfolio financing implemented by EnerjiSA for their goal of developing and owning a portfolio of 5,000 MW of power assets in Turkey. The parties signed the financing documents on 25 July 2012 and financial close is expected by the end of the year. Joseph Kim and Justin Jowitt led the transaction.
Paul Hastings has also advised Ascendas Land International as the sponsor, Ascendas Hospitality Fund Management as the manager and Ascendas Hospitality Trust Management as the trustee-manager in respect of Ascendas Hospitality Trust’s (Ascendas Hospitality) offering of its stapled securities on the SGX. Ascendas Hospitality is a Singapore-based REIT and the hospitality arm of Ascendas Group. Classified as one of the largest IPOs in Singapore so far this year, the US$308 million spin off and listing of Ascendas Hospitality’s stapled securities via a property trust consists of one unit in Ascendas Hospitality Real Estate Investment Trust (A-HREIT) and one unit in Ascendas Hospitality Business Trust. Partner Vivian Lam led the transaction which was completed on 27 July 2012. Latham & Watkins, led by partners Min Yee Ng and Michael Sturrock, advised Nomura, Standard Chartered, HSBC and DBS as joint financial advisors, joint global coordinators, joint book-runners, issue managers and underwriters on the IPO. Shook Lin & Bok, leb by partners Tan Woon Hum and Andrea Ng, acted for The Trust Company (Asia) Limited, the trustee of A-HREIT, which is part of Ascendas Hospitality. The firm also advised the client in securing term and revolving facilities of up to S$83 million (US$66.5m) for A-HREIT, comprising a term loan facility of S$65 million (US$52m) and revolving credit facilities (RCF) of up to S$18 million (US$14.4m).
Souza, Cescon, Barrieu & Flesch – Advogados of Brazil has advised asset manager EIG in respect of the acquisition of stakes in several energy companies in Brazil and Bolivia from US energy provider AEI, which has made a number of sales in the region this year as part of a corporate reorganisation process. The transaction saw EIG Management pay US$213 million to acquire 100 percent of the equity interest held by AEI in YPFB Transporte, YPFB Transporte do Brasil Holding, Gas Transboliviano and Transportadora Brasileira Gasoduto Bolivia-Brasil. The transaction also included a number of shareholders loans worth US$15 million to Transportadora Brasileira Gasoduto Bolivia-Brasil and US$17 million to Gas Transboliviano. Partner Guilherme Forbes led the transaction which closed on 21 July 2012. Clifford Chance, led by partner David Brinton, and Brazil’s Pinheiro Neto Advogados, led by partner Marcos Chaves Ladeira, advised AEI.
Stamford Law Corporation has defended an appeal against a landmark decision it had obtained in February this year on behalf of its client Mrs. Aamna Taseer, the widow of the late Governor of Punjab Mr. Salmaan Taseer. Mrs. Taseer is the registered proprietor of a piece of prime property in Sentosa Cove, estimated to be worth around S$16 million (US$13m). The children of the late Mr. Taseer’s first marriage had lodged a caveat against the property claiming an interest in it as beneficiaries of their father’s estate and alleging that Mrs. Taseer held the property on trust. The firm represented Mrs. Taseer in the action. At first instance (before being heard on appeal in the High Court) the firm obtained judgment in her favour. This is a landmark decision on a novel and previously untested point of law: that is, the legal standing of beneficiaries of an unadministered estate and their ability to lodge a caveat against property. Director Daniel Chia and partner Tan Chuan Thye led the transaction.
Stamford Law Corporation has also advised Radiance Group Ltd in respect of the acquisition of UK-based Global Invacom Group Ltd for a total consideration of US$49 million, which was satisfied by cash payments and the issue of new shares. The transaction resulted in the reverse takeover (RTO) and deemed new listing of Global Invacom. The RTO has resulted in a fully integrated communications equipment provider combining Radiance’s expertise in electronic manufacturing services and Global Invacom’s expertise in the design and supply of satellite and television peripherals. The transaction was completed on 5 July 2012.
Sullivan & Cromwell is representing Verde Realty in respect of its US$366 million merger with a fund sponsored by Brookfield Asset Management Inc. The merger with Brookfield ensures that Verde is well-positioned to benefit from renewed demand for industrial space which is expected to increase as the economy continues to show signs of improvement. As investment opportunities arise, the fund has agreed to negotiate in good faith to provide additional capital to Verde in the form of a backstop for rights offerings of up to US$200 million. The shareholder meeting to consider the merger will be on 29 August 2012, and, assuming the transaction is approved, closing is expected to occur in the fourth quarter. Partners Benjamin Weber, John Evangelakos, Andrew Mason, Eli Jacobson and William Farrar led the transaction which was announced on 26 July 2012. Brookfield is advised by Weil Gotshal.
Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised a syndicate of lenders in respect of a short term bridge loan facility of up to RM720 million (US$231.2m) made available to Petron Oil & Gas International Sdn Bhd, a special purpose vehicle wholly owned by Petron Corporation. The facility is to part finance the acquisition of the entire equity capital of ExxonMobil Malaysia Sdn Bhd, ExxonMobil Borneo Sdn Bhd and 65 percent of the entire equity capital of Esso Malaysia Berhad (EMB). The acquisition triggered the Malaysian Code on Takeovers and Mergers whereby the acquisition of more than 33 percent of voting shares requires a mandatory takeover offer be extended to EMB’s shareholders of the remaining voting shares. Partner Mark Lim led the transaction.
WongPartnership has acted for AIMS AMP Capital Industrial REIT Management Ltd, as manager of AIMS AMP Capital Industrial REIT, and HSBC Institutional Trust Services (Singapore) Ltd, as trustee of AIMS AMP Capital Industrial REIT, in respect of the establishment of AIMS AMP Capital Industrial REIT’s S$500 million (US$401m) medium-term note programme. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.
WongPartnership has also acted for Standard Chartered Private Equity Ltd (SCPEL) andFuji Investments I, a subsidiary of Broad Peak Investment Advisers Pte Ltd, in respect of the internal restructuring of Scomi Oilfield Ltd (SOL) and the subsequent disposal of SCPEL’s and Broad Peak’s 23.92 percent shareholding in SOL to Scomi Marine Bhd (SMB) in exchange for shares in SMB, pursuant to a RM1.02 billion (US$323.76m) reverse takeover transaction. Partner Ong Sin Wei led the transaction.
ZICOlaw Indonesia, in partnership with Roosdiono & Partners, has advised AirAsia Berhad in respect of its acquisition, (jointly with its local partner PT Fersindo Nusaperkasa) of PT Metro Batavia, the operator of the Indonesian airline Batavia Air and Aero Flyer Institute. The acquisition is valued at US$80 million and will be carried out in two stages through acquisition of the first tranche of a majority 76.95 percent stake followed by the second tranche, that is the remaining 23.05 percent held by the existing shareholders. Upon the acquisition, Batavia Air and IAA, AirAsia’s existing operation, will fly more than 14 million customers serving 42 Indonesian and 12 international destinations. The three parties have entered into a conditional share sale agreement on 26 July 2012.
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