Deals – 2 December 2010

Amarchand & Mangaldas & Suresh A Shroff & Co has represented ALSTOM Holdings (Alstom) and Schneider Electric Industries SAS (Schneider) in respect of the open offer made to the shareholders of Areva T&D India Limited (Areva), which successfully closed on 25 November 2010. The open offer was made by Alstom and Schneider to acquire up to 20 per cent of the issued share capital of Areva. DSP Merrill Lynch was the merchant banker to the offer. Alstom and Schneider made a joint bid to acquire the shares of Alstom T&D Holding SA from Areva SA and, consequently, the global transmission and distribution business of the Areva group. The acquisition of shares of Areva T&D Holding SA led to an indirect acquisition of 72.18 per cent share capital of Areva, and also a change in control, resulting in the open offer under Regulations 10 and 12 of the Takeover Regulations. The open offer will now be followed by the separation of Areva’s transmission and distribution businesses. Partner Akila Agrawal led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has also represented Axis Bank in respect of its acquisition, through its wholly-owned subsidiary Axis Securities & Sales Limited (ASSL), of Enam Securities’ investment banking, capital markets and stock broking units. The deal involves a third party demerger of the Enam Financial Services Business (EFSB) to ASSL, with the consideration being paid in the form of shares of Axis Bank under a scheme of arrangement in compliance with Section 2(19AA) and Section 2(41A) of the Income Tax Act, 1961. The deal size is valued at approximately INR2100 crores (US$462m). The definitive documentation was executed on 17 November 2010 and the closing is expected to be in April 2011. Managing partner Cyril Shroff and partner Nivedita Rao led the transaction whilst AZB & Partners advised ESPL.

AZB & Partners has advised Tata Realty and Infrastructure Limited and TRIL Infopark Limited in respect of the acquisition by Infrastructure Development Finance Company Limited of convertible preference shares of TRIL Infopark for an aggregate amount of US$30 million. Partner Sai Krishna Bharathan led the transaction which was completed on 18 November 2010.

AZB & Partners is also advising Dermoviva Skin Essentials Inc, a Delaware corporation which is an affiliate entity of publicly listed Dabur India (Dabur), in respect of Dabur’s proposed acquisition of a 100 per cent stake (through secondary acquisition of existing shares from the promoters) in the Namasté Laboratories LLC, a company engaged in the manufacturing and distribution of hair products in the US, Canada and some parts of Africa. The transaction, which was announced on 15 November 2010 and is yet to close, is valued at approximately US$100 million. Partner Gautam Saha acted on the matter.

Clayton Utz is advising Perth based Sandfire Resources NL in respect of its A$102 million (US$98m) equity capital raising which comprises an underwritten A$30 million (US$28.8m) institutional share placement to institutional and sophisticated investors, to be undertaken via institutional bookbuild with an underwritten floor price of A$7.00 (US$6.72) per share. It also includes an underwritten accelerated non-renounceable pro rata entitlement offer to raise A$72 million (US$69m) at an offer price of A$6.60 (US$6.33) per share. Partners Matthew Johnson and Mark Paganin led the firm’s advisory team.

Fangda Partners has represented Shangpharma Corporation, one of the largest Chinese pharmaceutical and biotechnology contracted research outsourcing firm, in respect of its US$87 million IPO and listing on the NYSE of 5.8 million American Depositary Shares (each equal to 18 ordinary shares) on 18 October 2010. The underwriters were led by Citicorp and JP Morgan.

Fangda Partners has also advised TPG in respect of its investment of up to HK$390 million (US$50.2m) in HK listed Hong Kong Energy, a leading alternative energy developer and operator in the PRC.

Freshfields Bruckhaus Deringer has advised the joint international lead managers -comprising of Citigroup Global Markets Asia Limited, UBS AG Hong Kong Branch, KKR Capital Markets LLC and Deutsche Bank AG Hong Kong Branch – in respect of the US$448 million IPO and HKSE listing of China Modern Dairy Holdings Ltd, the largest dairy farming company in terms of herd size and the largest raw milk producer in China. The company and selling shareholders initially sold 1.2 billion shares. The joint bookrunners have an over-allotment option, under which they can require some of the selling shareholders to sell an additional 180 million shares. The firm’s team was led by corporate partner Chris Wong and US securities partner Ken Martin.

Herbert Smith, led by partners Matt Emsley and John Moore, has advised Goldman Sachs Asia (Asia) LLC (Goldman Sachs) in respect of top-up placings for two real estate companies in Hong Kong.
• The firm has advised Goldman Sachs, as placing agent, in respect of the sale of 294 million shares of Hang Lung Properties Limited (HLP), a top-tier property developer in Hong Kong and on the Mainland, held by its controlling shareholder, Hang Lung Group Limited (HLG), for HK$11 billion (US$1.42b). The shares were sold under a top-up placement, with the final price fixed at HK$37.48 (US$4.83) per share.
• The firm has also advised Goldman Sachs, as placing agent, in respect of the top-up placing of 305 million shares of HKSE listed Sino Land Company Limited, one of the leading property development companies in Hong Kong, at HK$16.85 (US$2.17) per share, raising approximately HK$5.14 billion (US$663m).

Hogan Lovells has advised Macquarie Capital Securities Limited as sole global co-ordinator and sponsor in respect of the US$204 million HKSE listing on 28 October 2010 of Chinese milk powder company Global Dairy Holdings Limited (Global Dairy), one of the top ten local brand milk powder companies in the PRC market. Global Dairy sold 360.88 million shares and raised US$204 million in its IPO, which included an over-allotment option of 15 percent of the base deal size. Proceeds will be utilised to invest in cattle farms, expand distribution networks and as working capital. Macquarie Capital Securities Limited and CCB International Capital Limited, the investment banking arm of China Construction Bank Corp, were the joint bookrunners on the deal. The firm’s advisory team was led by Hong Kong-based partner Terence Lau.

Kim & Lee has advised the Jeju Free International City Development Center (JDC), the host of the project, and the FES Jeju Co Ltd, the project company, in respect of the KRW167 billion (US$145.4m) project financing of JDC’s first stage BLT project to establish the North London Collegiate School-Jeju. The project is the first in an effort to develop the Jeju Free International City into an educational city utilising the English language. The firm not only advised JDC in the concession agreement but also advised FES Jeju in the loan agreements arranged by Samsung Securities Co Ltd and other transaction contracts. Sangyup Byon led the project with the lender’s advisories from the firm.

Mallesons Stephen Jaques has acted for Bank of China (Hong Kong) Ltd as lead manager in respect of a private placement of RMB700 million (US$105m) 2.9 percent bonds issued by China Merchants Holdings (Hong Kong) Co Ltd. The tenor of the bonds is three years. The transaction represents the inaugural issuance of RMB-denominated corporate bonds in Hong Kong by the China Merchants’ parent company. The transaction was led by partner Richard Mazzochi.

Maples and Calder has acted as Cayman counsel to China Xiniya Fashion Limited, a leading provider of men’s business casual apparel in China, in respect of its IPO on the NYSE of 8 million ADSs, priced at US$11 per ADS. The firm’s advisory team was led by partner Greg Knowles whilst Shearman & Sterling LLP acted as US counsel. Jones Day represented the underwriters comprising Cowen & Company LLC, Samsung Securities (Asia) Limited, Lazard Capital Markets LLC and Janney Montgomery Scott LLC.

Maples and Calder has also acted as Cayman counsel to Lizhan Environmental Corporation, a China-based supplier of synthetic leather and other fabrics manufactured from recycled leather waste, in respect of its IPO on the Nasdaq Global Market of 2.5 million shares, priced at US$4 per share. Maxim Group LLC was the sole bookrunner for this transaction. The firm’s advisory team was led by partner Barry Mitchell whilst Kramer Levin Naftalis & Frankel LLP acted as US counsel. Ellenoff Grossman & Schole LLP represented the underwriters.

Mori Hamada & Matsumoto has advised Coca-Cola West Company Limited (Coca-Cola) in respect of its agreement to acquire Japan based vegetable juice and frozen foods producer Q’ Sai Co Ltd (Q’ Sai) from Daiwa Corporate Investment and Japanese private equity firm Polaris Capital Group Co Ltd. Coca-Cola acquired 302,755 Q’ Sai shares for JPY35.9 billion (US$423.9m) and debt of JPY28 billion (US$330m). Post acquisition, Q’ Sai will operate as a wholly owned subsidiary of Coca-Cola. Gaku Hayakawa, Akira Marumo and Rintaro Shinohara led the transaction.

Mori Hamada & Matsumoto is also advising Asahi Breweries Ltd (Asahi), the listed Japan based alcoholic beverage, fresh drinks and other food products manufacturer, in respect of the acquisition by LG Household & Healthcare Company Limited (LG) of South Korea based beverage manufacturer and seller Haitai Beverage Co Ltd from Asahi, Japan based conglomerate Lotte Group, and South Korea based investment holding company MB Asia Foods, for a nominal cash consideration of KRW10,000 (US$8.84). Under the terms of agreement, LG will acquire approximately 11 million shares representing a stake of 58 per cent from Asahi; almost 3.6 million shares representing a stake of 19 percent from Lotte; and, about 3.5 million shares representing a stake of 18.7 percent from MB Asia Foods. The total shares to be acquired are approximately 18.8 million. Further, LG will assume the interest-bearing debt of KRW123 billion (US$108.6m). The transaction is expected to be completed by 03 January 2011. Yoshio Iteya and Shi Kang led the transaction.

Orrick, Herrington & Sutcliffe LLP has advised Standard Chartered Bank in respect of a major financing and the acquisition by Ascendas China Commercial Fund of Cross Tower, a major commercial real estate asset in the central business district of Shanghai, PRC. Partner Michelle Taylor led the transaction. Zhong Lun Law Firm provided PRC law advice while Rajah & Tann LLP advised on Singapore law aspects.

Paul, Hastings, Janofsky & Walker has advised Mingfa Group (International) Company Limited, a leading PRC investment company focused on property development, in respect of its issuance of HK$1.55 billion (US$200m) in convertible bonds with HK$388 million (US$50m) of warrants. The subscribers are co-owned by Warburg Pincus Private Equity X LP and Warburg Pincus X Partners LP, private equity investment funds managed by Warburg Pincus. The firm’s team was led by partner Vivian Lam and included partners Catherine Tsang and Steve Winegar.

Paul, Hastings, Janofsky & Walker LLP has also advised Australia and New Zealand Banking Group Limited, CITIC Bank International Limited and Crédit Agricole Corporate and Investment Bank as joint arrangers in respect of two loan facilities. The proceeds of the loans were used for the refinancing of an industrial and warehouse center in Shanghai owned by a private equity real estate fund managed by ING Real Estate Investment Management in Asia. The deal involved a complex structure and required various government approvals to permit a US dollar loan to be extended by offshore lenders directly to a PRC wholly foreign owned enterprise. The firm’s team was led by partner David Blumenfeld.

Phoenix Legal has advised India Hospitality Corp (IHC) in respect of the sale of 74 per cent of its interest in Skygourmet Catering (Sky), a leader in airline catering in India, to Gategroup, a leading independent global provider of onboard services to companies that serve people on the move. The transaction implies an enterprise value for the whole of Sky of approximately US$92 million. IHC will continue to hold 26 percent of the shares in Sky and has entered into a shareholders’ agreement with Gategroup and Sky to govern the ongoing JV. Sawant Singh led the firm’s advisory team. Gategroup was represented by Tatva Legal.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Limited, the trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust, in respect of the IPO to raise approximately S$491 million (US$373.5m). The transaction represents Singapore’s first syariah-compliant real estate investment trust and is reportedly the world’s largest syariah-compliant real estate investment trust that has been accepted in most of the GCC member countries. Partners Tan Woon Hum and Markus Blenntoft acted on the matter.

Slaughter and May, Hong Kong, has acted for Swire Pacific Limited (Swire Pacific) in respect of the annual update of its MTN programme. Swire Pacific MTN Financing Limited and Swire Properties Offshore Financing Limited are the issuers under the programme and the notes are unconditionally and irrevocably guaranteed by Swire Pacific. Notes issued under the programme may be listed on the HKSE. HSBC and Morgan Stanley are the joint arrangers for the programme. Partner Laurence Rudge led the transaction.

Slaughter and May, Hong Kong, has also advised MTR Corporation Limited and MTR Corporation (CI) Limited as the issuers in respect of the annual update of their US$3 billion debt issuance programme, under which they have the ability to issue notes to be listed and traded on the HKSE and the LSE. Partner Laurence Rudge also led the transaction whilst Maples and Calder advised on Cayman Islands law.

Vinson & Elkins has represented TVM Capital MENA (TVM) in respect of a major Shari’a-compliant investment focusing on healthcare and life sciences in the MENA region. Earlier, TVM announced its investment in UK based Bourn Hall International, the world’s first In-Vitro Fertilization (IVF) clinic, pioneering the first birth of a child conceived using IVF in 1978. Last month, Bourn Hall founder Dr Bob Edwards was awarded the 2010 Nobel Prize in Medicine for the invention. The deal by TVM brings the IVF concept to the GCC and launches Bourn Hall’s first international expansion. Bourn Hall International will manage a network of branded IVF facilities in the Middle East that will operate at the same quality level and adopt the same procedures as in the UK, with the first clinic set to open in 2011. Partners James Knight and Avman Khaleg led the transaction.

Baker & McKenzie’s member firm in Malaysia, Wong & Partners, along with its Bangkok office, has advised CIMB Investment Bank Berhad and HSBC Amanah Malaysia Berhad as joint lead managers in respect of the MYR600 million (US$189.6m) Secured Commodity Murabahah Sukuk issued by TTM Sukuk Berhad, a wholly-owned subsidiary of Trans Thai-Malaysia (Thailand) Limited, which is in turn a joint venture company between PTT Plc (PTT) and Petroliam Nasional Berhad (Petronas). The deal represents the first time ever that a Thai company has mobilised funds through Islamic financial instruments outside Thailand. Partner Azizul Adnan led the team advising on Malaysian law, while partner Viroj Piyawattanametha of Baker & McKenzie’s Bangkok office acted on the Thai law aspects of the issuance.

WongPartnership LLP has acted for two special purpose companies which jointly won the tender for a ‘white’ site at Jurong Gateway, Singapore (all part of the Lend Lease group, a major Australia-based property development and fund group), in respect of a S$919 million (US$699m) development financing to finance the development of a mixed retail and office development. Partners Alvin Chia, Monica Yip and Tan Teck Howe acted on the matter.

WongPartnership LLP has also acted for Freight Links Express Holdings Limited, as sponsor, in respect of the offering of almost 508 million units in Sabana Shari’ah Compliant Industrial Real Estate Investment Trust (Sabana REIT), and in their investment in Sabana Real Estate Investment Management Pte Ltd, as manager of Sabana REIT. The offering raised gross proceeds of approximately S$533 million (US$405.6m). The initial portfolio of Sabana REIT comprises 15 industrial properties with a total average appraised value of approximately S$850 million (US$647m). Managing partner Rachel Eng and partners Karen Wee, Angela Lim and Long Chee Shan acted on the matter.

Zhonglun Law Firm has acted for Eminent World Limited (Eminent World), a Hong Kong based manufacturing and trading company, in respect of an arbitration process against a giant multinational petro equipment manufacturer before the International Center for Dispute Resolution (ICDR) of the American Arbitration Association (AAA). The firm secured a settlement wherein the counterparty paid approximately US$2.5 million to Eminent World. Partner Wilson Wei Huo led the team.