Deals – 20 August 2009

Allen & Gledhill LLP has also advised sole bookrunner, lead manager and underwriter Credit Suisse (Singapore) Limited in respect of the proposed issue by CapitaLand Limited of S$1.1 billion (approx US$761m) 2.875 percent convertible bonds due 2016. The bonds, which are convertible into new ordinary shares in the capital of CapitaLand, have been fully placed to institutional and sophisticated investors. Under the terms of the issuance, Credit Suisse has an option to increase the size of the issue by up to S$100 million, which is exercisable by 29 August 2009. Partners Lim Mei and Hilary Low were involved.

Allens Arthur Robinson has acted for Amcor Limited (Amcor) in connection with its A$3.1 billion (approx US$2.58b) equity and debt funding package for the proposed acquisition of Alcan Packaging (Alcan) from the Rio Tinto Group. The acquisition is valued at over US$2 billion and involves Amcor acquiring businesses across Europe, North America and Asia with approximately 14,000 employees, which would make Amcor one of the largest packaging companies in the world. Partners Robert Pick, Cameron Price and Phillip Cornwell were all involved in advising.

Allens Arthur Robinson is acting for Queensland-based coal producer Felix Resources (Felix) in relation to its acquisition by leading Chinese resource company Yanzhou Coal Mining Company Limited (Yanzhou). The sale, valued at approximately A$3.5 billion (approx US$2.89b), is subject to regulatory approvals and is expected to be completed by the end of the year. Leading the transaction is Brisbane-based partner Andrew Knox, who has commented, “Yanzhou has highlighted that they intend to increase investment in existing mines and undertake further exploration projects. [We] are seeing a significant amount of economic inter-connection between Queensland, Australia and Asia and that is set to accelerate”. Corrs Chambers Westgarth is acting as Australian counsel to Yanzhou.

Ashurst has advised PT Medco Energi International TBK (PT Medco) on the sale of its combined 25 percent working interest in the Kakap PSC block to Star Energy Holdings Pte Ltd. The transaction was structured by way of two Sales & Purchase Agreements (SPAs). The first SPA was in respect of a 9 percent working interest in the Kakap block, whilst the second SPA was in respect of a 16 percent working interest in the block and was conditional on completion of the first SPA. The firm’s team was led by partners Ashley Wright and Susan Roy.

AZB & Partners has represented Tyco Electronics Corporation India Private Limited in respect of the transfer, by way of slump sale, of its entire wire harness division to BSA Facilities Limited (BSA), and in respect of its execution of a Business Transfer Agreement with BSA. Partner Percival Billimoria led the transaction, which was valued at approximately US$822 thousand.

Baker & McKenzie has advised Electric Power Development Co Ltd (J-Power) and Chugoku Electric Power Co Inc (Chugoku) in respect of their purchase of a combined 10 percent stake in Chinese power company Gemeng International Energy Co Ltd (Gemeng). J-Power and Chugoku have signed an agreement to respectively purchase 7 percent and 3 percent stakes in Gemeng, for approximately ¥10 billion (approx US$106m) and ¥4 billion (US$42.4m). The sale of the stakes by Deutsche Capital Hong Kong Ltd will see J-Power become the fourth-largest shareholder in Gemeng, whilst the transaction also allows J-Power and Chugoku to expand their presence in China. Partners Anne Hung (Tokyo) and Danian Zhang (Shanghai) were involved in advising.

Clayton Utz has advised on the Australian regulatory aspects of the merger of French banking groups Groupe Caisse d’Epargne and Groupe Banque Populaire. Following the completion of the deal on 31 July 2009, the merged entity Groupe BPCE has become France’s number two banking group. Partner Greg Hoffman led a team in advising on the transaction.

Clayton Utz has also advised Macquarie Capital Advisers Limited as the sole lead manager and underwriter in respect of the initial public offering by online automotive advertising business carsales.com Limited. Partner Brendan Groves led the transaction.

Cleary Gottlieb Steen & Hamilton LLP has represented Petroliam Nasional Berhad (Petronas), a fully integrated oil and gas corporation wholly owned by the Malaysian government and ranked among the FORTUNE Global 500, in respect of a Rule 144A/Regulation S offering of US$3 billion 5.25 percent senior notes due 2019. Guaranteed by Petronas, the notes were issued by Petronas Capital Limited, a Labuan special purpose company and finance subsidiary of the company. Closed on 12 August 2009, the offering represents the largest corporate debt issuance in Asia outside Japan in the last five years. Hong-Kong based partner S. K Kang was involved in advising.

In addition to the above transaction, Cleary Gottlieb Steen & Hamilton LLP concurrently advised Petronas on a US$1.5 billion sharia-compliant trust certificates offering due 2014, with partner S. K Kang again involved. The sukuk offering, issued by Labuan special purpose company Petronas Global Sukuk Ltd, is one of the two largest global sukuk transactions ever undertaken, and the first global corporate sukuk transaction in 2009. Lovells acted as Sharia transaction counsel and English law counsel to global coordinator and co-lead manager Morgan Stanley, whilst also advising the other lead managers CIMB and Citi. The Lovells team was led by the firm’s global head of Islamic Finance, Rahail Ali. The firm’s London and Singapore offices also advised The Bank of New York Mellon in its roles as agent and delegate trustee for the sukuk.

Clifford Chance has advised on two new transactions involving Indian clean wind power company Suzlon Energy Limited (Suzlon). Led by partners Alex Lloyd (Hong Kong) and Rahul Guptan (India Capital Markets Unit, Singapore), the firm has advised Deutsche Bank and Macquarie on Suzlon’s issuance of US$90 million zero coupon convertible bonds due 2014. A Singapore-based team, also led by Rahul Guptan, has advised Citi, Deutsche Bank, Credit Suisse and Yes Bank on Suzlon’s issuance of 14.6 million global depositary receipts (GDRs) valued at over US$108 million. Listed on the Luxembourg Stock Exchange and the Singapore Stock Exchange respectively, the GDRs and convertible bonds were both issued on 24 July 2009 and will provide Suzlon with over US$200 million in additional capital. AZB & Partners, which has a “best friends” arrangement with Clifford Chance, also advised Deutsche Bank and Macquarie on the convertible bonds issue.

Clifford Chance has also advised the Royal Group of Cambodia Ltd (Royal Group), a varied portfolio of businesses in Cambodia with interests in telecommunications, technology, finance, leisure, media, transportation, logistics and property, in connection with its US$346 million cash purchase of the Cambodian operations of Millicom International Cellular SA (Millicom). For the past 14 years leading up to this recent purchase, the Royal Group had partnered with Millicom to develop and operate mobile services in Cambodia. Subject to financing, the transaction will be the largest M&A transaction ever completed in Cambodia, with the Cambodian operations commanding an enterprise value of US$605 million. Partner Andrew Whan led the firm’s team in advising.

Clyde & Co LLP has advised Abu Dhabi National Insurance Company PSC (ADNIC) and Talbot Underwriting Limited (Talbot) in respect of their successful application to the Dubai Financial Services Authority (DFSA) to establish a joint venture entity in the Dubai International Financial Centre (DIFC). Authorisation from the DFSA means the joint venture, Underwriting Risk Services (Middle East) Limited (URSME), can offer clients facultative reinsurance products. The authorisation also enables URSME partners to expand their commercial insurance business across the MENA region. The firm’s team was lead by partner James O’Shea, with the firm’s Real Estate and Employment teams also advising the joint venture partners on associated leasing and employment issues.

Freshfields Bruckhaus Deringer is advising Sinochem, one of China’s largest state-owned enterprises focusing on energy, agriculture, chemicals, finance and real estate, on the proposed £532.1 million (approx US$876.6m) recommended cash acquisition by Sinochem Resources UK Limited of Emerald Energy Plc, a UK-based FTSE-250 oil and gas explorer and producer in South America and the Middle East. It is expected that the acquisition will be effected by way of a scheme of arrangement under Isle of Man law. The firm’s team is being led by corporate partners Chris Wong in Beijing and Graham Watson in London, and includes Beijing-based antitrust partner Michael Han. Partner Nicholas Squire is advising on employment and employee benefit matters.

K&L Gates LLP has been involved in both of the first two foreign company listings on Taiwan’s Emerging Stock Exchange (ESM). The firm has advised network solutions company Array Inc, the first foreign company to have its shares traded on the ESM. The firm has also advised Horizon Securities as the lead manager in respect of the listing by Cowealth Medical, a distributor of medical products and devices. Taipei-based partners James Chen and Sin Khai Tan were involved.

Khaitan & Co has advised Meher Holdings Private Limited (MHPL), a company with a 30 percent market share in the Indian power factor correction market, in relation to the sale of its Capacitors and Components Business to Schneider Electronic India Private Limited. The transaction was conducted on a slump sale basis along with trademarks and goodwill associated with the business. Whilst the value of the sale is confidential, the turnover of the newly-acquired business has been estimated at approximately US$8.31 million. Partner Rajiv Khaitan led the firm’s team in advising MHPL.

KhattarWong is acting for Chunghong Holdings Limited (Chunghong) in connection with the company’s voluntary delisting pursuant to Rules 1307 and 1309 of the SGX-ST Listing Manual. Presently listed on the Main Board of the SGX-ST, Chunghong’s main activity is investment holding, whilst the principal activities of the Chunghong Group include providing printed circuit board assembly and original equipment manufacturing services. The delisting has come about following the formal proposal to Chunghong’s Board of Directors by Lead Data Inc, via its wholly-owned subsidiary E-Top Union Inc, in April 2009 to seek the voluntary delisting of the company. Partner Lawrence Wong is advising.

Mallesons Stephen Jaques has acted for the joint lead managers and underwriters JP Morgan Australia Limited and Macquarie Capital Advisers Limited in connection with the A$300 million (approx US$248m) capital raising by the Bendigo and Adelaide Bank. The 1-for-12 non-renounceable accelerated entitlement offer and placement went against the current market trend of conducting fundraising without a prospectus, however the deal was still completed under a very compressed timetable. The firm’s team was led by partner Jonathan Hamer.

Mallesons Stephen Jaques has also acted for Morgan Stanley as the underwriter in respect of the A$115m (approx US$95.1m) capital raising by the Photon Group (PG). PG has already raised A$26.6 million via an institutional placement and is hoping to raising an additional A$87.9 million via a one-for-two rights issue to shareholders. Partner David Eliakim led the transaction.

Finally, Mallesons Stephen Jaques has acted for Challenger Financial Services Group (Challenger) on the A$385 million (approx US$318.4m) sale of its mortgage aggregation business to National Australia Bank (NAB). In addition to NAB acquiring the mortgage management business of Challenger, the deal also includes a portfolio of residential mortgages and a 17.5 percent stake in Homeloans Ltd. Tim Bednall was the lead partner on the transaction, with the firm drawing on its M&A, Securitisation, IP and Tax capabilities in advising Challenger.

Milbank, Tweed, Hadley & McCloy LLP has advised GCL Solar (Jiangsu Zhongneng), a polysilicon manufacturer based in Jiangsu, in respect of its acquisition by China power co-generation company GCL-Poly. Valued at US$3.4 billion, the transaction is the biggest M&A deal in China reported in the first half of 2009. The firm also advised GCL-Poly on its issuance of US$350 million in notes, the proceeds of which were used as part of the consideration to acquire GCL Solar. The firm’s team was led by the head of its Global Securities Group, New York-based lawyer Douglas A. Tanner. Acting as Hong Kong counsel were Freshfields Bruckhaus Deringer on behalf of GCL Solar, and Hogan & Hartson on behalf of GCL-Poly. Allen & Overy and Ropes & Gray also advised related parties to the transaction.

Paul, Hastings, Janofsky & Walker has advised Hong Kong-listed CIMC Enric (Enric) on the expansion of its transportation, storage and equipment business as a result of acquisitions in China and Europe. Enric has become one of the largest international transportation, storage and processing equipment manufacturers and service providers as a result of the acquisitions, which were successfully completed on 14 August 2009 and valued at US$543 million. The firm’s team was led by Raymond Li and Phoebus Chu.

Paul, Hastings, Janofsky & Walker LLP has also represented Korean Air in respect of the company’s proposed redevelopment of the Wilshire Grand Hotel and office site in the heart of Los Angeles’ financial district. Under the terms of the redevelopment, which is valued at US$1 billion, Korean Air will replace the existing complex with two high-rise towers: a 40-story tower featuring a luxury hotel with several floors of condominiums, and a 1.15 million square-foot, 60-story office tower. Partners Robert Keane and Mitch Menzer led the firm’s team from its Los Angeles’ office, with Jong Han Kim, a partner in the firm’s Korea Practice, leading the team in Hong Kong. In addition to having advised on the entitlements process, the firm will continue to advise Korean Air on the overall project.

Sidley Austin has advised The Bank of East Asia (China) Limited, a wholly owned subsidiary of The Bank of East Asia Limited, in connection with its debut issuance of renminbi denominated bonds in the aggregate principal amount of RMB 4 billion (approx US$585.2m). The 2.8 percent bonds due 2011, which were issued pursuant to Regulation S under the US Securities Act and the Hong Kong securities laws, contained two parts – one for the public subscription by Hong Kong retail investors and the other for institutional investors. The firm’s team was led by Hong Kong-based partners Timothy Li and Constance Choy.

Skadden, Arps, Slate, Meagher & Flom & Affiliates has represented Wumart Stores Inc (Wumart), a leading retail-chain store operator in China, in connection with the HK$1.65 billion (US$213m) strategic investment in the company by TPG Capital, Hony Capital and Legend Holdings. The investors receive an aggregate 10.9 percent of the total enlarged issued share capital of Wumart (through newly issued ordinary H-shares and newly issued domestic shares) as a result of the transaction, which provides Wumart with additional resources to finance its continued expansion of stores in the PRC. The firm’s team was led by Nicholas Norris, co head of its Hong Kong law practice. Credit Suisse was sole financial adviser to Wumart, whilst Haiwen & Partners acted as PRC Counsel to the company.

Slaughter and May has advised Swire Pacific Limited (Swire) in respect of its agreement on 17 August 2009 to purchase over 78.6 million shares in Cathay Pacific from CITIC Pacific Limited (CITIC), for an aggregate consideration of approximately HK$1.013 billion (approx US$130.6m). Partner Lisa Chung led the firm’s team in advising Swire, whose stake in Cathay Pacific will increase from 39.97 percent to 41.97 percent following completion of the deal. In a deal struck on the same day, Freshfields Bruckhaus Deringer has advised Air China in relation to its agreement to purchase over 491 million Cathay Pacific shares from CITIC. The US$825 million acquisition of an additional 12.5 percent stake in Cathay Pacific will raise Air China’s stake in the other airline to 29.99 percent. The firm’s team was led by Hong Kong corporate partner Kay Ian Ng, with partners Alan Ryan and Michael Han providing competition law advice.

Wong Beh & Toh has advised Multi Sports Holdings Ltd in respect of its listing on the main market of Bursa Malaysia Securities Berhad. As part of the company’s initial public offering, over 100 million ordinary shares were issued at a price of US$0.05 each. This transaction marks the second time the firm has advised on a direct listing in Malaysia by a Bermuda company with assets and operations in China. Partners Wong Tat Chung and Yeap Li Lin led the transaction.

WongPartnership LLP has also acted for CapitaLand Limited in relation to its issue of up to S$1.2 billion 2.875 percent convertible bonds due 2016. Led by partners Rachel Eng and Colin Ong, the issuance is the largest and longest tenor convertible bond transaction for an Asian listed issuer to date in 2009.

In addition, WongPartnership LLP has acted for Merrill Lynch (Singapore) Pte Ltd as lead manager, underwriter and financial advisor, in respect of Keppel Land Limited’s nine-for-ten renounceable underwritten rights issue. The transaction raised gross proceeds of approximately S$707.6 million (approx US$489m). Partners Rachel Eng, Long Chee Shan and Tok Boon Sheng advised on the transaction.

Finally, WongPartnership LLP has acted for Tat Hong Holdings Ltd in relation to the S$65 million (approx US$44.9m) investment in the company by AIF Capital III Shipping & Logistics Limited (AIF), by way of convertible redeemable preference shares. Partners Raymond Tong, Chan Sing Yee and Pong Chen Yih led the transaction.