Deals – 2 July 2009

Allens Arthur Robinson is acting for the Victorian Government’s Department of Transport in respect of its worldwide tender for the operation of Melbourne’s train and tram networks, known as the Metropolitan Rail (Train and Tram) Franchising Project. The Victorian Government has announced that the MTM and KDR consortia had been chosen as the preferred tenderers to operate Melbourne’s train and tram networks, respectively. The firm’s team has been led by partner Paul Kenny, with partners David McLeish and Ted Hill also involved in advising on the tender.

AZB & Partners has had a busy month. The firm has represented Mantri Developers Private Limited in respect of an agreement signed with the Hilton group on 23 June 2009 to establish “Conrad Bangalore”, the first Conrad-branded luxury hotel in India. Partner Sai Krishna Bharathan led the firm’s team in advising the developer, whilst the Hilton group was advised by its in-house team.

AZB & Partners has also advised Bacardi Martini BV (Netherlands) in connection with its acquisition of 26 percent of the share capital of Bacardi Martini India Limited from Gemini Distillery Private Limited (India) (Gemini). The deal, closed on 15 June 2009, is valued at approximately INR 50 Crores (approx US$10.4m). Hardeep Sachdeva led the firm’s advisory team, whilst Khaitan & Co advised Gemini.

Additionally, AZB & Partners has represented listed Indian company Max India Limited in respect of its allotment of equity shares to IFC Washington. The allotment was valued at an aggregate consideration of INR 150 Crores (approx US$31.3m). Partner Anil Kasturi was involved whilst Amarchand & Mangaldas & Suresh A. Shroff & Co acted for IFC.

Furthermore, AZB & Partners has acted as transaction counsel for HDFC Asset Management Company Limited (HDFC) and Total Environment Building Systems Private Limited (TEBS) in relation to the subscription of optionally convertible debentures by HDFC of TEBS, for funding an identified project by TEBS in Bangalore. Partner Sai Krishna Bharathan led the firm’s team in advising on the transaction, which is valued at INR 130 billion (approx US$2.7b).

Finally, AZB & Partners has advised the International Finance Corporation (IFC) and The Bank Of Tokyo-Mitsubishi UFJ (BTMU) in relation to their short-term foreign currency financing of Export-Import Bank of India (EXIM). The financing, valued at US$30 million each, is to be used for trade financing by EXIM in the form of pre-shipment and post-shipment financing mainly to private sector small and medium enterprises in India. Partner Gautam Saha led the firm’s advisory team whilst EXIM was advised by its in-house team.

Baker & McKenzie has acted for Pacific Andes International Holdings Limited (PAIH), a leading international frozen seafood supplier, in connection with its rights issue in Hong Kong to raise approximately HK$566.4 million (approx US$73m). PAIH’s Singapore-listed subsidiary, Pacific Andes (Holdings) Limited (PAH), has also simultaneously launched its rights issue in Singapore to raise approximately S$208.7 million (approx US$144.2m). It is intended that funds from the combined rights issue will be used to enlarge the capital base and to pursue opportunities for the expansion and development of the group.

Clifford Chance has advised Dragon Aviation Leasing (Dragon) on the financing and delivery of the first A320 aircraft produced at Airbus’ new assembly facility in Tianjin, China, marking the first time an Airbus aircraft has been assembled outside of Europe. The aircraft, which was delivered on 23 June 2009, was immediately leased to regional Chinese air carrier Sichuan Airlines Co Ltd. Run Ming Law Office has acted as the primary counsel for The Export-Import Bank of China (C-EXIM), which provided a US$230 million term loan facility to Dragon in respect of its purchase of this and five other China-assembled Airbus 320 aircrafts. Simon Briscoe, Singapore-based head of Clifford Chance’s Asian asset finance group, led the firm’s team advising Dragon, whilst Beijing-based senior partner Liu Yi led the Run Ming team. In addition, Richards Butler acted as English counsel and Matheson Ormsby Prentice acted as Irish counsel to C-EXIM.

Clifford Chance has also advised Export Import Bank of the United States and Export Development Canada in connection with their agreement to loan US$1.09 billion to Saudi Electricity Company. The loan will assist to finance the purchase of power generation units from the United States which will reportedly boost power generation capacity in Riyadh and some areas in the eastern part of the country by about 2,900 megawatts. The Clifford Chance team was led by partner Lori Bean and involved partner Colleen Grygier in Washington and partner Mohamed Hamra-Krouha who is currently on secondment to Al-Jadaan. The team was further supported by Al-Jadaan & Partners in Riyadh, including Abdulaziz Al-Abduljabbar.

Davis Polk & Wardwell LLP has advised one of the world’s largest financial institutions in terms of assets, Sumitomo Mitsui Financial Group Inc, in connection with its global offering on 15 June 2009 of ¥863 billion (approx US$9.1b) in common stock, which marks the largest common stock offering ever by a Japanese financial institution. The joint global coordinators of the offering, which was split into an international tranche placed under Rule 144A and Regulation S and a Japanese domestic tranche, were Goldman Sachs International and Daiwa Securities SMBC Europe Limited. Partner Theodore A. Paradise advised on the offering in conjunction with partner John D. Paton of the London office, who provided tax advice.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch in relation to the global offering by 361 Degrees International Limited, a leading domestic sportswear manufacturer in China, of ordinary shares for aggregate proceeds of approximately US$232 million and the related listing of such shares on the Hong Kong Stock Exchange. The offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. The firm’s team was led by corporate partners Victoria Lloyd and Joshua Wechsler.

Hogan & Hartson LLP has represented Duoyuan Global Water Inc, one of China’s leading water treatment equipment manufacturers, in its US$88 million initial public offering of American Depositary Shares on the New York Stock Exchange. Piper Jaffray & Co was the sole book-running manager for the offering and the representative of the underwriters, which also included Oppenheimer & Co Inc and Janney Montgomery Scott LLC. With trading commencing on 24 June, the offering represents one of only three United States initial public offerings by a Chinese company in 2009 to date. The firm’s team was led by Hong Kong partner Man Chiu Lee and Shanghai-based partner Arthur Mok.

Jones Day Singapore has advised Indonesian national oil company PT Pertamina (Persero) and its subsidiary PT Pertamina Hulu Energi in respect of the acquisition of BP West Java Limited (BPWJ). The transaction, which was closed on June 30, is valued at US$280 million. BPWJ holds a 46 percent participating interest in, and is the operator of, the Offshore North West Java production sharing contract, which supplies gas for power generation, and industrial, commercial and residential consumption in the greater Jakarta area. The firm’s team, which was led by energy partner Michael Arruda, was assisted by Wiriadinata & Saleh in Jakarta. Herbert Smith represented the seller, Arco Exploration Inc.

Kim & Chang has advised eBay KTA (UK) Ltd (eBay KTA), a wholly-owned subsidiary of eBay Inc, in respect of its acquisition of Gmarket Inc, a NASDAQ-listed leading retail e-commerce marketplace based in Seoul, Korea. The acquisition, completed on 17 June 2009, is valued at US$1.21 billion and signals one of the largest cross-border tender offers for shares in a Korean company based on an innovative structure to ensure compliance with US and Korean securities and tax regulations. D.S. Choi and T.H. Park led the firm’s team, whilst eBay KTA also received advice on the deal from Palo Alto-based law firm Cooley Godward Kronish LLP.

Kim & Chang has also represented BNP Paribas Assurance (BNP), the insurance arm of BNP Paribas SA of France, in relation to the acquisition of a controlling equity stake in Korean company SH&C Life Insurance Co Ltd (SH&C) from Shinhan Financial Group (SFG). The closing of the transaction on 26 June 2009 has resulted in BNP now holding an 85 percent plus one share stake in SH&C, with SFG holding the remaining stake minus one share. The firm’s team was led by partner Woong Park.

Mallesons Stephen Jaques has advised Brookfield Multiplex on the first secured retail bond IPO by an Australian company this year. The company is hoping to raise A$57 million (approx US$45.7m) via the “Brookfield Secured Bonds Series A”, which are limited recourse debentures attracting a fixed rate of interest. The bonds are secured by a first-ranking mortgage on a Sydney property, in which Brookfield Multiplex holds a 50 per cent interest. The lead partners to the transaction are Ian Edmonds-Wilson and David Eliakim.

Stamford Law has advised Transpac Industrial Holdings Limited, a SGX Mainboard-listed investment company, in respect of its issuance of renounceable non-underwritten rights cum warrants of more than 29 million new shares, with over 58 million free detachable warrants being concurrently issued on the basis of two warrants given with every one rights share subscribed for. The issuance has led to gross proceeds of approximately S$29.3 million (approx US$20.2m). Should all the warrants be exercised, there will be further gross proceeds amounting to approximately S$58.7 million (approx US$40.5m). Director Bernard Lui led the transaction.

Stamford Law has also advised SGX Catalist-listed company Sapphire Corporation Limited (Sapphire) in respect of its 39.8 percent equity interest acquisition in Neijiang Chuanwei Special Steel Co Ltd (NCSS), a Sino-foreign joint venture in the PRC engaged in the business of hot rolled coil production. As a result of the transaction, which is valued at S$54.91 million (approx US$37.9m), NCSS has become a 51 percent subsidiary of Sapphire. The transaction, led by director Soh Chun Bin, was approved under the recently revised rules in Chapter 10 (Acquisitions and Realisations) of the SGX-ST Listing Manual.

Slaughter and May has advised Fubon Bank (Hong Kong) Limited, the Hong Kong-listed subsidiary of leading Taiwan-based financial services group Fubon Financial Holding Co Ltd, on the updating of its US$1 billion Euro Medium Term Note Programme. The update was signed on 19 June 2009 with the listing of the Programme effective as of that same date. Notes issued under the Programme may be listed on the Hong Kong Stock Exchange. Partner Laurence Rudge led the firm’s team in advising on the update.

Vinson & Elkins has represented Sinopec International Petroleum Exploration and Production Corporation in its acquisition of Addax Petroleum Corporation. Partners Paul Deemer and David Blumental from the firm’s Energy Transactions and M&A practices led the transaction.