Deals – 2 July 2010

Allen & Gledhill LLP has also acted as Singapore counsel to the arrangers and dealers, the issuing and paying agent and agent bank, and the trustee in respect of Goodpack Limited’s (Goodpack) establishment of a S$300 million (US$215m) multicurrency medium term note programme. Goodpack has appointed Oversea-Chinese Banking Corporation Limited (OCBC) and Standard Chartered Bank as the arrangers and dealers of the programme. OCBC is the issuing and paying agent and agent bank whilst British and Malayan Trustees Limited is the trustee. Partner Au Huey Ling led the transaction.

In addition, Allen & Gledhill LLP has also advised the sole global coordinator and the joint bookrunners in respect of the completion by Golden Concord Asia Limited of its secondary offering of 18 million existing ordinary shares in the capital of Overseas Union Enterprise Limited. The offering raised gross proceeds of S$207 million (US$148m). Credit Suisse (Singapore) Limited acted as the sole global coordinator for the offering, whilst the joint bookrunners were Credit Suisse, Morgan Stanley Asia (Singapore) Pte and Standard Chartered Securities (Singapore) Pte Limited. Partners Tan Tze Gay, Yeo Wico and Glenn Foo led the transaction.

Moreover, Allen & Gledhill LLP has advised CDL Hospitality Real Estate Investment Trust (which is managed by M&C REIT Management Limited (M&C REIT)) and CDL Hospitality Business Trust (which is under the trusteeship-management of M&C Business Trust Management Limited (M&C BTM)) in respect of the launch of a private placement by M&C REIT and M&C BTM in CDL Hospitality Trusts. The placement raised gross proceeds of S$200 million (US$143m), including an upsize option to raise additional gross proceeds of S$50 million (US$36m). Partners Jerry Koh and Chua Bor Jern led the transaction.

Finally, Allen & Gledhill LLP has advised Treasury China Trust (TCT) – a Singapore-based business trust focusing on commercial real estate in China – and Treasury Holdings Real Estate Pte Ltd (THRE), as trustee-manager of TCT, in respect of TCT’s listing on the SGX by way of a scheme of arrangement, pursuant to which China Real Estate Opportunities plc (CREO) became a wholly-owned subsidiary of THRE. Under the arrangement, THRE acquired CREO by issuing five units in TCT for every one share held by an existing shareholder in CREO. The properties of TCT were valued at S$1.89 billion (US$1.3b).

ATMD Bird & Bird LLP has acted for ASTRO Entertainment Sdn Bhd (Astro) in respect of its formation of a joint venture in Malaysia with Endemol Asia Ltd (Endemol), to focus on the creation and development of new programming for the local market. Endemol is behind some of the most successful formats and programmes in the world, and through the JV the companies will work together to create and deliver premium local content to all Malaysian viewers, including those on Free To Air.

AZB & Partners is advising Infrastructure Leasing & Financial Services Limited (IL&FS), IL&FS Financial Services Limited (IFIN), and Maytas Infra Limited (MIL) in respect of the approximate INR3 billion (US$64m) acquisition by SBG Projects Investments Limited (SBG) of an 20 percent stake in MIL, by way of a preferential allotment of equity shares of MIL. SBG, a member of the Saudi Binladin Group, along with IL&FS (as persons acting in concert) will also make a joint open offer, valued at approximately INR3 billion (US$64m), to acquire up to 20 percent of the shares of MIL. The transaction is subject to regulatory approvals and the successful consummation of the corporate debt restructuring package. Partners Essaji Vahanvati and Vishnu Jerome led the transaction.

In addition, AZB & Partners has advised Elephant Capital in respect of its acquisition, together with other investors, of approximately 30 percent of the equity shareholding (through preferential allotment of shares) in Amar Chitra Katha Private Limited, one of India’s leading children’s media companies. Partner Hardeep Sachdeva led the transaction, which is valued at INR300 million (US$6.4m).

Finally, AZB & Partners is acting as Indian counsel to Reliance India Limited (RIL) in respect of RIL’s acquisition, through its subsidiary, of a 45 percent interest in Pioneer Natural Resources Company’s Core Eagle Ford Shale, a promising oil and gas resource in Texas. Total consideration for the deal, which was signed on 24 June 2010, is approximately US$1.3 billion. Partner Shuva Mandal led the transaction.

Baker & McKenzie’s US securities team in APAC has acted as US counsel to NYSE-listed JinkoSolar Holding Co Ltd (JinkoSolar) in respect of its IPO of American Depositary Shares (ADSs) and NYSE listing. JinkoSolar is a fast-growing, China-based solar product manufacturer, with its principal products including silicon wafers, solar cells and solar modules. JinkoSolar has sold more than 5.8 million ADSs, generating total proceeds of approximately US$64.2 million. The IPO was underwritten by Credit Suisse, Oppenheimer & Co, Roth Capital Partners, and Collins Stewart. The firm’s team was led by Scott Clemens.

Clayton Utz is advising well-known Australian paint manufacturer Wattyl Limited (Wattyl) in respect of its proposed acquisition by major American coatings manufacturer The Valspar Corporation (Valspar). Under the proposed scheme of arrangement, Wattyl shareholders will receive A$1.67 (US$1.43) per fully paid share, valuing the transaction at approximately A$142 million (US$121.4m). Subject to obtaining the necessary approvals, Valspar should have outright control of Wattyl by late September. National M&A practice head John Elliott is leading the firm’s team.

CMS Hasche Sigle has advised Asian Bamboo AG, one of the world’s leading producers of moso bamboo stems and bamboo shoots, in respect of its placement of 1.4 million shares with selected investors as part of a capital increase. The gross proceeds of the issue amounted to around €43.4 million (US$53m), with the new funds earmarked primarily for leasing additional plantations. The main shareholder, Green Resources, also sold a further 1 million Asian Bamboo shares to investors from its own holdings. The firm’s advisory team was led by Dr Henrik Drinkuth.

Colin Ng & Partners LLP has acted for Swanmet Group – composed of Swanmet Holding Pte Ltd, Swanmet Engineering Pte Ltd, Swanmet (M) Sdn Bhd and Swanmetal Sdn Bhd – in respect of the merger of its business and assets with that of Norcast Wear Solutions Inc. A metal foundry company, Swanmet Engineering has operations in Malaysia and Singapore and produces a wide range of cast products. Norcast Castings, the subsidiary of Norcast Wear Solutions, is the world’s second largest producer of mill liners. Partner Tan Min-Li acted on the matter.

Eversheds has advised AAC Acoustic Technologies Holdings Inc (AAC Acoustic), a world-leading solutions provider of acoustic products, in respect of its investment in Kaleido Technology ApS (Kaleido), the Danish industry leader in optical components and technology. The deal was signed in Shanghai on 28 June 2010. Kaleido’s technology solutions offer extremely cost-effective manufacturing of all-glass aspheric lenses and provide the ideal solution for wafer-scale integration technologies, a solution of high value to AAC Acoustic. Nick Seddon, managing director for the firm’s Hong Kong office, led the transaction.

Fried, Frank, Harris, Shriver & Jacobson has represented China Liansu Group Holdings Limited, one of the largest manufacturers of plastic pipes and pipe fittings in China, in respect of its global offering of ordinary shares and the related listing of such shares on the HKSE. The global offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. JP Morgan and UBS acted as joint global coordinators for the transaction, which generated aggregate gross proceeds of approximately US$250 million (HK$1.95b). The firm’s advisory team was led by Hong Kong corporate partners Victoria Lloyd and Joshua Wechsler.

Herbert Smith has advised Hanergy Group (Hanergy), one of the largest non-state-owned clean energy generation enterprises in China, in respect of its US$150 million (HK$1.17b) strategic investment by way of share subscription for a 23.08 percent stake in HKSE-listed solar PV manufacturer Apollo Solar Energy Technology Holdings (Apollo Solar). Upon completion of the transaction, Hanergy will become the largest shareholder of Apollo Solar. As part of the investment, Hanergy has also made equipment purchase of US$2.55 billion (HK$19.84b) from Apollo Solar. The firm’s team was led by Beijing corporate partner Tom Chau.

Khaitan & Co has advised Subhkam Ventures in respect of the structuring of a venture capital fund wherein Subhkam Ventures (I) Private Limited is the sponsor. The fund is a SEBI registered venture capital fund and proposes to raise INR100 crores (US$21.5m) under its first scheme to be invested in various sectors. Daksha Baxi, head of the firm’s funds practice, led the transaction.

Khaitan & Co has also advised iPro Capital Limited (iPro) in respect of the structuring and formation of a venture capital fund. iPro is the settlor of iPro Capital Private Equity Trust, a SEBI registered venture capital fund which aims to raise approximately INR100 crores (US$21.5m) under its first scheme. The firm’s funds head, Daksha Baxi, again led the transaction.

Kim & Chang has represented Prudential Financial Inc (Prudential) in respect of the completion of the sale of Prudential Investment Securities and Prudential Asset Management to Hanwha Securities on 1 June 2010. The total value of the deal was approximately KRW490 billion (US$401m). The sale comes six years after Prudential’s acquisition of the two companies – which were formally known as Hyundai Investment & Securities and Hyundai Investment Trust Management, respectively – from Korea Deposit Insurance Corporation. Partner Young Man Huh led the transaction.

In addition, Kim & Chang has acted as Korean counsel to Nomura Securities (Nomura) in respect of the conversion of its Seoul Branch to a subsidiary on 29 May 2010. In connection with this conversion, the assets, supplier contracts and employees of Nomura International (Hong Kong) Limited Seoul Branch were transferred to Nomura Financial Investments (Korea) Co Ltd. Partner Jong-Hyun Park led the transaction.

Finally, Kim & Chang has acted as Korean counsel to Samsung Life Insurance Co Ltd (Samsung) – the largest life insurance company in Korea – and to the multiple selling shareholders in respect of the offering of more than 44.4 million shares owned by Samsung shareholders. The offering consisted of an offer and sale to the public in Korea, and an offer in the US only to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (Securities Act) and outside the US in reliance on Reg S under the Securities Act. The offering raised gross proceeds of approximately KRW4.9 trillion (US$4b). Partners Chang Hyeon Ko, Woong Park and Jong Hyun Park led the transaction.

Mallesons Stephen Jaques has acted for Seven Group Holdings Limited in respect of its US$250 million cornerstone investment in the IPO of Agricultural Bank of China Limited, China ‘s largest retail bank, in a deal which is likely to be the world’s largest ever IPO. The advisory team from the firm’s Hong Kong and Australian offices was led by partner Nicola Wakefield Evans.

Mallesons Stephen Jaques has also acted for a syndicate of banks – led by China Development Bank Corporation and Bank of China Limited as mandated lead arrangers, as well as Industrial and Commercial Bank of China Limited and Agricultural Bank of China Limited – in respect of a US$1.2 billion financing for the Karara iron ore project in Western Australia. Karara is a joint venture between Gindalbie Metals Limited and Ansteel, China’s second largest steel producer and largest iron ore miner. The deal, which is among the first Chinese bank funded project financings in Australia, represents the emergence of a strong trend in financing for Australian mining projects. Perth banking partner Nicholas Creed led the firm’s advisory team. Clifford Chance, led by partner Bruce Schulberg, acted as English counsel for the banks.

Finally, Mallesons Stephen Jaques has acted for NYSE-listed Genesee & Wyoming (G&W) in respect of its acquisition of the FreightLink-owned Adelaide to Darwin railway, the integrated rail and port transport business operating between South Eastern Australia and the Northern Territory. G&W entered into an agreement to acquire the business and business assets of the railway for A$334 million (US$285m), and is the current operator of the railway. Receivers and managers from Korda Mentha were appointed to each of the sellers. The firm’s team was led by Sydney partners Robert Gibson and Evie Bruce.

Maples and Calder has acted as Cayman Islands counsel to Trauson Holdings Company Limited (Trauson), a leading producer of orthopaedic products in China, in respect of its HK$750 million IPO on the HKSE on 29 June 2010. UBS AG Hong Kong Branch (UBS) was the global coordinator and UBS, CCB International Capital Limited and Guotai Junan Securities (Hong Kong) Limited were the Hong Kong underwriters on the deal. Partner Greg Knowles led the firm’s advisory team, whilst Latham & Watkins also advised Trauson as Hong Kong and US counsel. Jackson Woo & Associates in association with Ashurst Hong Kong advised the underwriters as Hong Kong and US counsel, respectively.

Minter Ellison is advising Sekisui House Australia Holdings Pty Limited, a wholly owned subsidiary of Japan’s Sekisui House Ltd (Sekisui House), in respect of its conditional contract to acquire the contract home building division of AVJennings. The transaction is subject to Australian Foreign Investment Review Board approval. Sekisui House is Japan’s largest private home builder, and it has identified Australia as an important part of its future growth. Corporate partner Martin Bennett led the firm’s advisory team, whilst Corrs Chambers Westgarth has acted for AVJennings. Due diligence for Sekisui House was undertaken by Morgan Lewis whilst Allen & Overy (Japan) acted for Sekisui House in Japan.

Nishith Desai Associates has acted as legal and tax counsel to Mid-Day Multimedia Ltd (Mid-Day) in respect of the demerger of its print business with Jagran Prakashan Limited (Jagran) for a total consideration of around INR 2 billion (US$43m). Jagran is India’s leading media and communications group, and its flagship brand, Dainik Jagran, is the most widely read newspaper in India with a total readership of approximately 54.2 million. Mid-Day owns, inter alia, MiD DAY, Sunday MiD DAY, and the largest read Urdu newspaper in India.

Nishith Desai Associates has also acted for Battery Ventures VIII FVCI (Mauritius) and Greylock (Mauritius) Inc in respect of their participation in the Series A fund raising by Taggle Internet Ventures Private Limited, a Bangalore-based company that leverages technology to harness the power of group buying to create a win-win partnership between consumers and retailers in India.

Orrick, Herrington & Sutcliffe LLP has advised FMC Corporation (FMC), a leading US-based diversified chemical company, in respect of its acquisition of a herbicide, fluthiacet-methyl, which is jointly owned by Kumiai Chemical Industry Co Ltd and Ihara Chemical Industry Co Ltd, both leading agricultural, pesticide and industrial chemical developers and manufacturers in Japan. Fluthiacet-methyl is a broad-spectrum herbicide currently registered for early post-emergence use on corn, soybeans and cotton in the US. The acquisition, which was completed on 16 June 2010, will allow FMC to further develop this product with other crops and in other product concepts in its markets around the world. A team from the firm’s Tokyo office led by partner Mark Weeks acted on the matter.

Orrick, Herrington & Sutcliffe LLP has also advised Parkway Life Real Estate Investment Trust (PLife REIT) in respect of its JPY3.9 billion (US$44m) acquisition of six nursing home and care facility properties in Japan. The acquisition was completed on 17 June 2010. Singapore based PLife REIT, Asia’s largest listed healthcare REIT by asset size, acquired the Japanese properties from Kabushiki Kaisha Sawayaka Club and Kabushiki Kaisha Bonheure, both subsidiaries of Kabushiki Kaisha Uchiyama Holdings, Japan. Partner Asahi Yamashita led the team from the firm’s Tokyo office in the transaction.

Paul, Hastings, Janofsky & Walker has advised Energy Development Corporation (EDC), a pioneer in the geothermal energy industry, in respect of a US$175 million syndicated term loan facility provided by a consortium of twelve international commercial banks. The loan proceeds will be used by EDC to refinance certain loan obligations and for its medium-term capital expenditure program. The mandated lead arrangers and bookrunners on the facility were Australia and New Zealand Banking Group Limited Manila Branch, Crédit Agricole Corporate and Investment Bank and Standard Chartered Bank. The firm’s advisory team was led by partners Patricia Tan Openshaw and Joshua Isenberg.

Shin & Kim has represented Woongjin Finance Partners Private Equity Fund in respect of its acquisition of new shares issued by Seoul Mutual Bank. The transaction was signed on 4 June 2010 and is expected to be completed by the end of August 2010, subject to government approvals. The condition precedents to the completion of the transaction included, among others, obtainment of approval from the Korean Financial Services Commission. Chang-Hyun Song and Joon-Hyuk Chung of the firm’s M&A practice group led the advisory team.

Slaughter and May has advised the placing agents – composed of BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch, and Morgan Stanley & Co International plc – in respect of the placement of 23.4 billion new shares in international copper mining company CST Mining Group Limited (CST), formerly known as China Sci-Tech Holdings Limited. The placement, which raised US$600 million (HK$4.68b), was completed on 25 June 2010. The firm also advised Morgan Stanley and BOCI as financial advisers to CST on its acquisition of a Toronto-listed company with copper mining assets in Peru, and advised Morgan Stanley and Deutsche Bank as financial advisers to CST on its acquisition of an Australian company with copper mining assets in Australia. The proceeds of the placement will be used in part to indirectly finance the acquisitions, through the repayment of short term bridge financing raised by CST. Partner Benita Yu led the transaction.

Stamford Law Corporation has advised SGX-listed Rickmers Maritime (Rickmers), a Singapore-registered business trust formed to own and operate containerships under long-term fixed-rate time charters, in respect of the restructuring of its existing loan facilities, including a five-year extension of the maturity period of a top-up loan facility of US$130 million. As part of the restructuring terms, Polaris Shipmanagement Company Limited (Polaris), a wholly-owned subsidiary within the Rickmers Group, has also agreed to release Rickmers from its obligation to buy seven vessels worth an aggregate of US$918.7 million, in exchange for cash compensation of US$64 million and an interest -bearing convertible loan. Directors Susan Kong, Daniel Lim and Valarie Jagger led the transaction.

Stamford Law Corporation is also advising Depa Interiors LLC (Depa Interiors), an indirect wholly-owned subsidiary of Dubai’s Depa Limited (Depa), in respect of the proposed voluntary conditional cash offer for all the issued and paid-up ordinary shares in the capital of SGX-listed Design Studio Furniture Manufacturer Ltd (Design Studio). Depa, which currently holds a 24.7 percent stake in Design Studio, intends to buy the remaining shares of Design Studio it does not own, valuing the company at more than S$140 million (US$100). The acquisition would allow Depa Interiors to expand its operations and gain exposure to the Southeast Asian Markets. Directors Yap Lian Seng and Lean Min-Tze lead the transaction.

In addition, Stamford Law Corporation is advising catalist-listed Esmart Holdings Limited (Esmart) in respect of the reverse takeover deal with Malaysian investment company Atlan Holdings Berhad (Atlan). Atlan has proposed a reverse takeover of Esmart via the injection of its two subsidiaries, DFZ Capital Bhd and Darul Metro Sdn Bhd, which will involve an aggregate consideration of about RM670.6 million (US$207m). Esmart announced that it will issue 18.1 billion new shares to finance the two acquisitions. Atlan, which is involved in a range of businesses (including property investment and development, hospitality and lifestyle and travel retailing), hopes that the reverse takeover will increase the international profile and stature of the Atlan Group of Companies. Director Yap Wai Ming is leading the transaction.

Moreover, Stamford Law Corporation is advising Indian major hospital chain Fortis Healthcare Ltd (Fortis) in respect of the voluntary conditional cash partial offer of $1.183 billion by Khazanah Nasional Berhad (Khazanah), through its wholly-owned subsidiary Integrated Healthcare Holdings, to acquire 313 million ordinary shares in the capital of Singapore-based Parkway Holdings Ltd (Parkway), Asia’s largest hospital operator. Khazanah is the investment holding arm of the Government of Malaysia. Fortis is currently the largest shareholder in Parkway with a stake of 25.3 percent. Khazanah’s partial offer, if accepted, will increase its current shareholding in Parkway from 23.8 percent to 51.5 per cent. Parkway’s shareholders have until July 8 to cast their votes on the partial offer. Directors Lee Suet Fern, Yap Lian Seng and Lean Min-Tze are leading the transaction, whilst a team from Shook Lin & Bok LLP, led by partners David Chong and Michelle Phang, are advising Morgan Stanley, the independent financial advisor to Parkway.

Finally, Stamford Law Corporation is advising Catalist-listed Top Global Limited (Top Global) in respect of its attempt to raise up to S$125 million (US$89.5m) through a three-for-one issue of rights and warrants. Top Global, which is headquartered in Singapore, provides specialist construction works and value added services which include waterproofing and re-roofing to public and private clients. Top Global intends to enter the property markets in Singapore, Indonesia and China and believes that the rights and warrants issue would provide it with the financial strength for business growth opportunities. Director Yap Wai Ming is leading the transaction.

WongPartnership LLP has acted for the borrower, which is a consortium comprising of CapitaLand Limited, Hotel Properties Limited, Wachovia Development Corporation and Morgan Stanley (via Morgan Stanley Real Estate Special Situations Fund III LP) in respect of a financing of S$2 billion (US$1.43b) to partially re-finance the acquisition of the Farrer Court site and to part-finance its re-development into a 36-storey condominium. The firm also advised in respect of its refinancing and restructuring of facilities valued at S$1.6 billion (US$1.15b). The transaction is the largest real estate residential financing deal in Singapore to date. Partners Christy Lim, Carol Anne Tan and Khaw Gim Hong acted on the matter.

WongPartnership LLP has also acted for Sound Global Ltd (Sound Global) in respect of the financing by International Finance Corporation (part of the World Bank Group) of four BOT projects for wastewater treatment plants in the PRC. The projects will be carried out by Sound Global’s subsidiaries via various project companies. Partner Christy Lim acted on the matter.

In addition, WongPartnership LLP has acted for Parkway Holdings Limited, one of the region’s leading providers of healthcare services, in respect of the development and sale of medical suites at the upcoming Parkway Novena Hospital (Hospital) and Parkway Novena Specialist Centre (Specialist Centre), which is expected to open in 2012. The Hospital and Specialist Centre will house a total of premium-quality physician 259 medical suites, catering primarily to specialists in their respective fields. Partners Angela Lim and Tan Peck Min acted on the matter.

Moreover, WongPartnership LLP has acted as Singapore counsel for Bain Capital Ltd, one of the members of the Bain Capital group of companies, in respect of Bain Capital’s approximate US$1.63 billion acquisition of The Dow Chemical Company’s Styron unit, the world’s biggest producer of polystyrene plastic. Partners Ng Wai King and Quak Fi Ling acted on the matter.

Finally WongPartnership LLP has acted for HJ Heinz Company in respect of the acquisition by its subsidiary, Heinz China Investment Company, of the entire issued and paid-up share capital of Foodstar Holdings Pte Ltd (a leading manufacturer of soy sauces and fermented bean curd in the PRC) for an aggregate consideration of approximately US$165 million and potential earn-out payments in the future. Managing partner Dilhan Pillay Sandrasegara, and partners Chan Sing Yee, Jenny Tsin and Lam Chung Nian acted on the matter.