|Allen & Gledhill LLP has advised PSA International Pte Ltd (PSAI) on Singapore law in respect of its issue of US$500 million 3.875 percent notes due 2021 under its US$3.5 billion global medium term note programme. The dealers for the issue were Barclays Bank PLC, Singapore Branch, Credit Suisse (Singapore) Limited and Goldman Sachs (Singapore) Pte. Partners Tan Tze Gay and Glenn Foo acted on the matter.
Allen & Gledhill LLP has also advised China Merchants Holdings (Pacific) Limited (CMHP) in respect of the proposal by its wholly-owned subsidiary China Merchants Pacific (Shenzhen) Investment Co Ltd, to acquire a 51 percent equity interest in Zhejiang Wenzhou Yongtaiwen Expressway Co.Ltd (Yongtaiwen Expressway Co) from China Merchants Group Limited. Yongtaiwen Expressway Co owns the rights to operate the Wenzhou Yongtaiwen Expressway (Wenzhou Section) in Zhejiang Province, PRC. The proposed acquisition is approximately valued at S$450 million (US$332m). Partners Lim Mei and Hilary Low acted on the matter.
Allens Arthur Robinson is acting for Meridian Energy Ltd (Meridian), New Zealand’s largest renewable electricity generator, in respect of the development of a A$1 billion (US$898m) wind farm, which will be the biggest in the Southern Hemisphere and one of the largest wind farms in the world. Meridian has entered into a joint venture with AGL Energy, Australia’s largest renewable electricity generator, to build the 420 MW Macarthur wind farm in southwest Victoria. The project will offer a long-term source of renewable energy and complement the rest of Meridian’s developing Australian wind portfolio. Partner Anna Collyer is leading the advisory team. Norton Rose Australia is advising AGL Energy.
AZB & Partners has advised American Tower Corporation (ATC) in respect of its acquisition of 100 percent equity shares of Essar Telecom Infrastructure Private Limited (ETIPL) for approximately US$430 million in cash. The transaction was completed on 6 August 2010. Pursuant to the transaction, ATC acquired ETIPL’s portfolio of over 4,600 wireless communications tower sites, as well as a number of towers under construction. The acquisition increases the size of ATC’s communications tower site portfolio in India by almost threefold and its global portfolio to more than 32,000 communication sites. Partners Percival Billimoria and Essaji Vahanvati acted on the matter.
AZB & Partners is also advising Tata Teleservices Limited (TTSL) in respect of the acquisition valued at approximately US$316 million by Macquarie SBI Infrastructure Fund of 11 percent shareholding of Wireless TT Info Services Limited (now called as Viom Networks), the telecom tower joint venture between TTSL and Quippo Telecom Infrastructure. The sales proceeds will be used to completely retire the company’s debts. Partner Vaishali Sharma acted on the matter.
Clifford Chance has advised CapitaMalls Asia Limited in respect of the US$244 million IPO of its CapitaMalls Malaysia Trust (CMMT) real estate investment trust on Bursa Malaysia Securities Berhad. CMMT is the largest ‘pure-play’ shopping mall REIT in Malaysia by market capitalisation and property value and has been spun off from Singapore-listed CapitaMalls Asia. Partner Joan Janssen led the firm’s advisory team.
Colin Ng & Partners LLP has advised PRC children’s wear manufacturer China Children Fashion Holdings Pte Ltd (CCFH) and its shareholders in respect of the reverse take over of SGX-ST Catalist listed Friven & Co Ltd (Friven) for a total consideration of up to S$64 million (US$47m) which was satisfied by the issue of up to 1.28 billion shares in the capital of Friven to the shareholders of CCFH. The transaction was approved by the Friven shareholders on 15 July 2010 and completed on 3 August 2010. Partners Tan Min-Li and Gregory Chan led the firm’s advisory team.
Davis Polk & Wardwell LLP has advised JP Morgan Securities Ltd, ING Bank NV London Branch, Société Générale and The Royal Bank of Scotland plc as the initial purchasers in respect of the Rule 144A/Regulation S global offering by Noble Group Limited (Noble) of US$500 million aggregate principal amount of 4.875 percent senior notes due 2015 and US$250 million aggregate principal amount of 6.625 percent senior notes due 2020. Partner William F Barron led the advisory team. Noble Group Limited was advised by Clifford Chance.
Davis Polk & Wardwell LLP has also advised The Hongkong and Shanghai Banking Corporation Limited, Morgan Stanley & Co International plc and Standard Chartered Bank as initial purchasers in respect of the US$500 million Regulation S offering of 9.65 percent high-yield notes due 2017 by Shimao Property Holdings Limited, a large-scale developer and owner of high-quality real estate projects in China. Partner William F Barron again led the transaction. Commerce and Finance Law Offices advised as to PRC law. Shimao Property Holdings Limited was advised by Sidley Austin as to US and Hong Kong law and by Harney Westwood & Riegels as to BVI and Cayman Islands law.
DLA Piper has advised a consortium comprising of Cheung Kong Infrastructure Holdings Limited (CKI), Hong Kong Electric Holdings Limited (HEI) and the Li Ka Shing Foundation in respect of the £5.8 billion (US$9b) acquisition of EDF’s UK electricity distribution assets. The acquired assets comprise three low-voltage electricity distribution networks in England and long-term contracts with businesses for the construction and maintenance of electricity distribution infrastructure. CKI holds a 39 percent stake in HEI, and the two companies will work together to run EDF Networks. The firm’s advisory team included partners Christopher Clarke, Kiran Sharma and Jon Hayes.
Herbert Smith along with associated firm Hiswara Bunjamin & Tandjung has advised leading Indonesian oil and gas production company Kangean Energy Indonesia (KEI) in respect of its US$875 million 10-year charter contract (with additional options of up to four years) with BW Offshore for a floating production unit to operate on the Terang Sirasun Batur gas fields in Indonesia. First gas is planned for early 2012. Asia energy practice head Anna Howell led the advisory team.
Jones Day’s Hong Kong and Singapore offices has acted for Adani Enterprises Limited – the flagship company of The Adani Group, one of India’s largest conglomerates – in respect of its US$850 million qualified institutional placement, pursuant to Rule 144A/Regulation S. The transaction represents the largest QIP in the history of Indian capital markets. Hong Kong-based capital markets partner Jeffrey Maddox led the team.
Khaitan & Co has acted as domestic legal counsel to Bajaj Corp Limited in respect of its IPO which raised about US$63.67 million. The portion reserved for qualified institutional buyers got over subscribed approximately 20 times, non-institutional investors by 49 times and retail investors by 7 times. Mumbai based partner Nikhilesh Panchal acted on the matter.
Khaitan & Co has also advised Mashreq Bank psc in respect of a complex transaction wherein they negotiated with Oracle for providing ‘Flexcube’, its core banking IT solution, to Mashreq Bank. Flexcube is the new IT infrastructure and software for the core banking functions which is mission critical with no margin for any errors. Mumbai based partner Murali Neelakantan acted on the matter.
Latham & Watkins has represented Rei Agro Limited, a leading Indian Basmati rice producer, in respect of a US$277 million rights offering of shares on the BSE and the NSE. The offering was made to existing eligible shareholders on a rights basis in the ratio of two equity shares for every one equity share. The lead managers were SBI Capital Markets Limited, Axis Bank Limited, Fortune Financial Services (India) Limited and IDBI Capital Market Services Limited. The firm’s advisory team was led by Singapore partners Rajiv Gupta and Michael Sturrock.
Latham & Watkins is also advising Vedanta Resources PLC (a FTSE 100 diversified natural resources group) in respect of its planned acquisition of up to 60 percent of Cairn India Limited for an aggregate consideration of up to approximately US$9.6 billion in cash. Partners Graeme Ward and Rory Negus lead the transaction. A team from AZB & Partners comprised of partners Shuva Mandal and Essaji Vahanvati is providing Indian law advice.
Mayer Brown JSM is advising Li & Fung Limited (LF) in respect of its proposed acquisition of Integrated Distribution Services Group Limited (IDS) by way of privatisation pursuant to a scheme of arrangement. LF and IDS jointly announced the proposed acquisition on 12 August 2010. Partners Patrick Wong and Derek Tsang are leading the transaction. Deacons acted for IDS.
Mayer Brown has also advised global construction consultancy Davis Langdon (DL) in respect of its US$324 million takeover by AECOM Technology Corporation, a global provider of professional, technical and management support services. The acquisition has been approved by DL’s shareholders and partners, and is subject to customary closing conditions, including necessary regulatory and third party approvals. Davis Langdon & Seah, DL’s counterpart in Asia, will remain independent but will continue to work with AECOM’s DL operations under an existing collaboration agreement. The transaction is expected to close in October 2010. The firm’s team was led by corporate partners Stephen Bottomley and Lauri-Lynn Pursall.
Milbank, Tweed, Hadley & McCloy LLP has represented Banpu Power Limited, Ratchaburi Electricity Generating Holding Public Company, and Lao Holding State Enterprise in respect of a US$2.7 billion project financing for the 1,878-MW Hongsa Thermal Power Plant Project in the Lao People’s Democratic Republic. The financing, which consists of a syndicated multi-tranched, multi-currency facility from nine Thai banks, is considered to be Thailand’s largest ever project financing syndication. Partner Karen B Wong led the advisory team.
Minter Ellison is advising Sigma Pharmaceuticals Ltd (Sigma) in respect of its agreement in principle to sell its pharmaceuticals arm to South Africa’s largest pharmaceutical manufacturer Aspen Pharmacare Holdings Ltd (Aspen) for A$900 million (US$807m). The proposed sale is subject to a number of conditions, including shareholder and regulatory approval. Sigma will retain its healthcare division, which includes its wholesale and retail businesses under the proposed terms. Jeremy Blackshaw led the firm’s corporate advisory team. A Freehills team, led by Phillipa Stone, is advising Aspen Pharmacare Holdings Ltd.
Mori Hamada & Matsumuto has advised ACA Inc (ACA), a private equity fund of Japan based private equity firm Ant Capital Partners Co Ltd, in respect of its agreement to acquire a 10 percent stake in listed super drugstore chain operator Create SD Holdings Co (Create SD) for an implied consideration of JPY3.9 billion (US$45.3m). Under the terms of agreement, ACA will acquire more than 2.2 million Create SD shares. ACA will utilize its experience in running the health care focused fund and help the company establish comprehensive health care center. Satoshi Kawai and Mitsue Tanaka led the transaction.
Mori Hamada & Matsumuto has also advised listed construction engineering company JST in respect of a management buyout by J Holdings, a special purpose holdings company 100 percent owned by JST president Yoichi Arita. J Holdings offers to acquire approximately 17.3 million shares of JST valued at US$107 million. J Holdings has set 12.7 million shares as minimum acceptance level and will acquire all shares tendered above the minimum level. J Holdings aims to acquire all outstanding shares in JST. If the target number of shares are not tendered after the tender period is over, it will make JST a wholly owned subsidiary through an absorption-type merger with J Holdings as the surviving entity. The tender offer period is from 13 August to 27 September 2010. Settlement commences from 29 September 2010. Mizuho Bank will provide a maximum JPY11.8bn (US$138m) in loans to J Holdings to fund the management buyout. Gaku Ishiwata and Yusuke Ishii led the transaction.
Paul, Hastings, Janofsky & Walker LLP and Shin & Kim had advised Korea’s leading global chemicals company Hanwha Chemical Corporation (Hanwha Chemical) in respect of its equity investment in Solarfun Power Holdings Co Ltd (Solarfun) – a NASDAQ-listed vertically integrated PRC manufacturer of silicon ingots, wafers and photovoltaic cells and modules – as well as a share purchase from two major shareholders in a transaction valued at approximately US$370 million. The transaction includes an agreement by Hanwha Chemical to purchase approximately 36.5 million ordinary shares from Solarfun, and separate agreements to acquire all of Solarfun’s ordinary and American depository shares from Good Energies II LP and Yonghua Solar Power Investment Holding Ltd (a company owned by Solarfun’s chairman, Yonghua Lu). After the deal, Hanwha Chemical will own 49.99 percent of Solarfun’s outstanding shares and hold a 49.99 percent voting interest. Partners Daniel Kim and Jeff Hartlin led the Paul, Hastings, Janofsky & Walker LLP team whilst Sung Geun Kim, Myong Hyon ( Brandon ) Ryu and Joo Bong Jang led the Shin & Kim team.
Rajah & Tann has acted for RHC Healthcare Pte Ltd (RHC Healthcare) – an entity held indirectly as to 51 percent by RHC Holding Private Limited and directly and indirectly as to 49 percent by BSE and NSE listed Fortis Healthcare Limited – in respect of the contested takeover offers for Parkway Holdings Limited. RHC Healthcare’s general offer of approximately S$3.2 billion (US$2.4b) was made against a competing partial offer of approximately S$1.2 billion (US$886m) by Integrated Healthcare Holdings Limited (IHH), a wholly-owned subsidiary of Malaysia’s sovereign wealth fund Khazanah Nasional Berhad (Khazanah). IHH’s partial offer was thereafter revised to a voluntary general offer valued at approximately S$3.5 billion (US$2.6b) which was eventually accepted. Partners Goh Kian Hwee, Evelyn Wee, Lawrence Tan, and Cynthia Goh led the firm’s advisory team. Allen & Gledhill LLP, with a team led by partners Andrew M Lim, Lim Mei and Lee Kee Yeng advised Integrated Healthcare Holdings Limited and Khazanah Nasional Berhad.
Rajah & Tann has also acted for RHC Healthcare Pte Ltd and Fortis Global Healthcare (Mauritius) Limited in respect of an on-going undertaking given to Integrated Healthcare Holdings Limited (an indirect wholly-owned subsidiary of Khazanah Nasional Berhad, Malaysia’s sovereign wealth fund) to accept its voluntary general offer in respect of their shares representing approximately 24.9 percent of the total number of issued shares in Parkway Holdings Limited for a total consideration of approximately S$1.2 billion (US$886m). Partners Goh Kian Hwee, Evelyn Wee, Lawrence Tan, and Cynthia Goh again composed the firm’s advisory team.
Shearman & Sterling LLP has advised the underwriters, led by Morgan Stanley & Co International plc, in respect of the NASDAQ listing and US$70 million IPO of ordinary shares of MakeMyTrip Limited (the parent company of MakeMyTrip (India) Private Limited, India’s largest online travel agency). The deal represents the first US IPO by an Indian company since 2006. The firm’s team was led by partners Matthew Bersani and Russell Sacks.
Skadden, Arps, Slate, Meagher & Flom has advised Camelot Information Systems Inc (Camelot), a leading domestic provider of enterprise application services and financial industry information technology services in China, in respect of its approximately US$150 million IPO of American Depositary Shares and listing on the NYSE. Camelot’s IPO is the largest US IPO from China this year and is the largest IPO of a Chinese IT outsourcing company to date. The firm’s advisory team was led by partners Greg Miao, Peter Huang and Moshe Kushman.
WongPartnership LLP has acted for Design Studio Furniture Manufacturer Ltd (Design Studio) in respect of the mandatory cash offer by Depa Interiors LLC (Depa Interiors) – a wholly owned subsidiary of Depa Limited – for all the issued and paid-up ordinary shares in the capital of Design Studio other than those already owned, controlled or agreed to be acquired by Depa Interiors and parties acting in concert with it. Partners Ng Wai King and Dawn Law acted on the matter.
WongPartnership LLP has also acted for Viking Offshore and Marine Limited in respect of the acquisition of (i) a 55 percent stake in Marine Accomm Pte Ltd, Singapore’s largest turnkey project integrator of accommodation and fit-out for the O&M industry; and (ii) a 100 percent stake in Promoter Hydraulics Distributor Pte Ltd, Singapore’s largest wholesaler of winches, hydraulic power-packs and related equipment for the O&M industry. Partner Tan Sue-Lynn acted on the matter.
Zhonglun Law Firm has acted for SINOCON Machinery Company, a Hong Kong based manufacturing and trading company in respect of reaching a settlement agreement in a proposed arbitration before the Geneva Chamber of Commerce and Industry. The counterparty is a large multinational solar equipment manufacturer. The amount under dispute was roughly US$2 million and was related with post-termination matters of an agency agreement. Partner Wilson Wei Huo led the team.