Deals – 20 May 2010

In addition, AZB & Partners has advised EID–Parry (India) Limited in respect of its acquisition of approximately 65 percent of the capital of GMR Industries Limited (GMRI). The acquisition was made both by way of a negotiated sale with GMR Holding Private Limited, GMRI’s selling promoter, and following an open offer to the public shareholders of GMRI. The transaction was signed and announced on 25 April 2010 and is yet to be completed. The deal value is approximately INR5.6 billion (US$124m). Partner Srinath Dasari led the transaction.

Further, AZB & Partners has also advised the New York Stock Exchange (NYSE) in respect of its agreement to transfer a 5 percent stake in the National Stock Exchange of India Limited (NSE) to Aranda Investments, a Temasek investment entity. Pursuant to the stake sale, NYSE will undertake a full exit from its 2007 investment in the NSE. The deal, which was completed on 3 May 2010, was valued at approximately INR8.2 million (US$175m). Partner Darshika Kothari led the transaction.

Finally, AZB & Partners is advising Kohlberg Kravis & Roberts & Co LP, through an affiliate SPV, in respect of its proposed investment to acquire equity shares and fully convertible debentures issued by Avnija Properties Limited (APL), a 100 percent subsidiary of Dalmia Cement (Bharat) Limited (DCL). DCL is currently reorganizing and restructuring its businesses and that of its subsidiaries. One of the expected results is the demerger of DCL’S cement business into APL. The deal, which is yet to be completed, is valued at approximately INR7.5 billion (US$166m). Partners Ashwin Ramanathan and Essaji Vahanvati are leading the transaction.

Blake Dawson has advised the Mitsubishi Consortium in respect of its acquisition of the Australian business of United Utilities PLC – the UK’s largest listed water company – for approximately A$225 million (US$190m). It is the first global acquisition in this sector by Mitsubishi, Japan’s largest general trading company. The deal value comprises A$176 million (US$148m) cash and A$49 million (US$41m) in net debt assumed by the consortium, which also includes Manila Water Company Inc, JGC Corporation and Innovation Network Corporation of Japan. The transaction is subject to a number of consents and regulatory approvals, with completion expected to be achieved in the second half of 2010. Partners Ian Williams and Natsuko Ogawa led the firm’s advisory team.

Blake Dawson has also advised the PRC state-owned enterprise Beijing China Metallurgical Investment Co Limited (CMIC) in respect of a A$200 million (US$169m) 50/50 joint venture investment and share placement in Emergent Resources Limited (Emergent), to develop the Beyondie iron ore tenements in Western Australia. Under the terms of the JV, CMIC will subscribe to 50 percent of the shares in a newly established JV company for A$100 million (US$84.5m) and will also provide financing for a further A$100 million (US$84.5m) for project development. Following completion of all transactions, which are still subject to Foreign Investment Review Board approval and Chinese government approvals, CMIC will have an approximate 60 percent interest in the Beyondie project. Partner Richard Flynn led the firm’s advisory team.

Clayton Utz has acted for Macquarie Capital Adviser as the underwriter in respect of CSG Limited’s (CSG) A$40 million (US$34m) institutional placement. The capital raising comprised of approximately 21 million shares to institutional and sophisticated investors at A$1.90 (US$1.60) per share. Funds raised will provide CSG with funding for announced acquisitions and additional working capital. Equity capital markets partner Brendan Groves led the transaction.

Clayton Utz has also advised Gindalbie Metals Ltd (Gindalbie) in respect of its announced capital raising – which is expected to raise between A$175 million (US$147m) and A$206 million (US$173m) – for the development of the A$2 billion (US$1.68b) Karara Iron Ore Project. The capital raising comprises a conditional A$111.8 million (US$94m) share placement, a placement with joint venture partner and largest shareholder, Ansteel, to raise between A$63 million (US$53m) and A$74 million (US$62m), and a share purchase plan to raise up to A$20 million (US$17m). Proceeds will be used to finance Gindalbie’s share of the project’s construction costs and fund its equity share of the A$430 million (US$362m) working capital requirements. Perth corporate partner Mark Paganin led the transaction.

Clifford Chance has advised export group and global supply manager Li & Fung Limited in respect of its US$400 million 5.25 percent bond issue due 2020. The deal was priced at 99.854 percent with a coupon to offer a yield of 5.269 percent. Hong Kong-based Li & Fung is the controlling shareholder of the Li & Fung Group of companies, which are engaged in export sourcing, distribution and retailing in 40 economies worldwide. Partner Connie Heng led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised Citigroup Global Markets Inc, Merrill Lynch International and UBS AG. as initial purchasers, in respect of the US$120 million Rule 144A/Reg S offering by Fantasia Holdings Group Co Limited (Fantasia) of its 14 percent senior notes due 2015. Fantasia is a leading property developer and property related service provider in the PRC. Partners William F Barron, Show-Mao Chen and James C Lin led the firm’s advisory team. The initial purchasers were also advised by King & Wood as to PRC law. Fantasia was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Commerce and Finance Law Offices as to PRC law.

Herbert Smith has advised Credit Suisse, HSBC and JP Morgan Cazenove, as the lead banks, in respect of the launch of Prudential’s US$21 billion rights issue, Hong Kong and Singapore listings and further debt financing. The issue is in line with Prudential’s proposed US$35.5 billion acquisition of AIA, AIG’s Asian operations. The rights issue, the largest ever by a UK listed company, is subject to shareholder approval at a general meeting to be held on 7 June 2010, and rights are expected to start trading on 8 June 2010. Prudential is seeking a dual primary listing on the HKSE and a secondary listing on the SGX. Listing is expected to occur on 25 May 2010. Corporate partners Will Pearce and Alex Bafi led the firm’s advisory team. Debevoise is advising AIG. Prudential is being advised by Slaughter and May in London and Hong Kong, by Allen & Gledhill in Singapore, and by Cleary Gottlieb on US securities law issues.

Jones Day has represented City Telecom (HK) Limited, a provider of residential and corporate fixed network and international telecommunications services in Hong Kong, in respect of its sale in a follow-on public offering in the US of American Depositary Shares valued at US$52.3 million. The offering was underwritten by Oppenheimer & Co Inc and Roth Capital Partners LLC.

KhattarWong has acted for PRC-based sports-apparel manufacturing company K-Star Sports Ltd in respect of its IPO on the Main Market of Bursa Malaysia on 12 May 2010. This IPO is expected to raise RM33 million (US$10m) through the issue of more than 15 million new shares at an issue price of RM2.15 (US$0.66) per share. K-Star Sports Ltd is due to be listed this 31 May 2010 and is the fourth China-based company to obtain a listing on the Bursa Malaysia. Partner Ch’ng Li-Ling led the transaction.

Kim & Chang has advised the senior lender in relation to a ship financing transaction for the purchase of a 180,000 DWT Bulk Carrier by a Panamanian corporation incorporated by KAMCO. The vessel was purchased through the proceeds from a JPY 4,410,000,000 (approx US$ 48m) senior loan facility from a Panamanian corporation incorporated by Mitsubishi Corporation, and a US$20 million subordinated loan facility from a ship investment company incorporated by KAMCO. Amongst other things, the firm reviewed the process for implementing the security structure and the sale and purchase of the vessel. The advisory team included Soo Man Park, Chung Hoon Ahn and Ie Hwan Yoo.

Kim & Chang has also advised Korea Retail Holdings BV in relation to it sale of 100 percent of the shares in Buytheway Inc – the 4th largest convenience store operator in Korea – to Korea Seven, the nation’s 3rd largest convenience store operator. The transaction was completed for a total consideration of KRW 274 billion (approx US$236m). Partner Y.J. Ro led the firm’s advisory team.

Mallesons Stephen Jaques has advised Hancock Queensland Plantations, a company managed by the Hancock Timber Resource Group, in respect of its agreement with the Queensland Government for the sale of the 99 year licence for Forestry Plantations Queensland, the government entity which manages state-owned timber plantations. The sale, valued at A$603 million (US$509m), marks the first in a series of proposed asset privatisations announced by the Queensland Government. The firm’s advisory team was led by partners Susan Hilliard and Brian Murphy.

In addition, Mallesons Stephen Jaques is advising global manufacturing company Bradken Ltd in respect of its equity raising through share placement to fund its A$51 million (US$43m) acquisition of Almac Machine Works in Canada. Under its equity raising, Bradken also proposes to conduct a share purchase plan offer. The placement is being underwritten by Merrill Lynch. The acquisition is expected to be completed on July 2010 and is part of Bradken’s strategy to build a stronger presence in the world’s major mining regions. The firm’s advisory team is being led by partners Meredith Paynter and Michael Barker.

Finally, Mallesons Stephen Jaques has acted for French multi-national dairy product company Danone in respect of the establishment of a joint venture with Australia’s largest dairy exporter, Murray Goulburn. The JV – to be called Danone Murray Goulburn – will produce yoghurt under the Danone brands at Kiewa in country North West Victoria for distribution throughout Australia. Partner Joshua Cole led the firm’s advisory team.

Milbank, Tweed, Hadley & McCloy LLP has advised the lenders in respect of the financing of the US$850 million Cirebon Power Project in Indonesia, the first independent greenfield power project to be publicly tendered in Indonesia since 1997. The project involves the design and construction of a 660 MW coal-fired power plant and all related equipment and facilities and is scheduled for completion by October 2011. The lender group included export credit agencies Japan Bank for International Cooperation (JBIC) and The Export-Import Bank of Korea (KEXIM), as well as commercial lenders Sumitomo Mitsui Banking Corporation, Mizuho Corporate Bank, Ltd, The Bank of Tokyo-Mitsubishi UFJ, Ltd and ING Bank NV. Singapore partner James Murray led the firm’s advisory team, whilst ABNR, Wong Partnership and Yulchon also acted as Indonesia, Singapore and Korean counsel to the lenders. Paul, Hastings, Janofsky & Walker LLP acted as international counsel to the borrower and project sponsor Marubeni Corporation, whilst Makarim & Taira S acted as borrower’s Indonesian counsel.

Paul, Hastings, Janofsky & Walker has advised China COSCO in respect of the placement of existing shares and the top-up subscription of new shares in its subsidiary, HKSE-listed COSCO Pacific Limited. JP Morgan Securities Ltd and Goldman Sachs (Asia) LLC acted as placement agents on the US$601 million transaction. The firm’s advisory team was led by partner Raymond Li.

Paul, Hastings, Janofsky & Walker LLP has also advised Dong-A Pharmaceutical Co Ltd, a leading Korean pharmaceutical company, in respect of a major equity investment from, and the formation of a strategic alliance and business collaboration with, GlaxoSmithKline (GSK). The partnership represents one of the largest and most comprehensive in the history of Korea’s pharmaceutical industry and will involve collaboration in the marketing and co-promotion of current and future prescription drugs in Korea. The equity investment, valued at over KRW143 billion (US$125m), will result in GSK owning a 9.9 percent equity interest. The firm’s advisory team was led by partners Matthew Berger and Daniel Kim.

Salans has acted for Lansen Pharmaceutical Holdings Limited (Lansen), a pharmaceutical company focused on the development, manufacturing and distribution of rheumatic specialty western pharmaceuticals in the PRC, in respect of its IPO and the placing and listing of its shares on the HKSE. The IPO raised approximately HK$350.4 million (US$45.1m). Piper Jaffray was the sole bookrunner, sole lead manager and sole sponsor. The firm also advised Lansen’s parent company, the London Stock Exchange-listed Cathay International Holdings Limited, in respect of the partial disposal of its interest in Lansen in the placing and public offer and shareholder approval required for the transaction. Partner Benny Pang led the transaction.

Shook Lin & Bok LLP has advised HSBC Institutional Trust Services (Singapore) Limited, the trustee of Cache Logistics Trust (CLT), in respect of the IPO of more than 474 million units in CLT which were listed on the SGX. The offering raised gross proceeds of S$417.2 million (US$298m). The transaction is the first IPO by a real estate investment trust in Singapore since 2008 and also the first IPO by an REIT after the implementation of the licensing regime for REIT managers in Singapore. The firm’s advisory team was led by partner Nicholas Chong and included partners Joseph Chun and Ghram Gazalle Mok.

Shook Lin & Bok LLP is also acting for Deloitte and Touche LLP as the judicial managers in respect of two insolvency and restructuring transactions, both of which are led by partners Sarjit Singh Gill SC and Pradeep Pillai.

• The firm, together with foreign counsels and solicitors, is advising the judicial managers of Armada (Singapore) Pte Ltd (ASPL) in numerous insolvency related matters, issues and contractual disputes involving ASPL and its subsidiaries. ASPL is the parent company of subsidiaries which provide cargo freight and chartering services worldwide. To date, 73 creditors have lodged proofs of debt amounting to US$925 million against ASPL.

• The firm is also advising the judicial managers of Jurong Technologies Industrial Corp Ltd (JTIC) and Jurong Hi-Tech Industries Pte Ltd (JHTI). JTIC is an SGX-listed company which has over 40 subsidiaries worldwide while JHTI is JTIC’s key subsidiary. To date, close to 500 creditors have lodged proofs of debts amounting to approximately S$350 million (US$250m) against JTIC and JHTI. The firm is also advising the clients on their investigation of JTIC and JHTI’s financial affairs and is representing the clients in suits against two bank creditors of JTIC and JHTI.

Skadden, Arps, Slate, Meagher & Flom has represented Bank of America Merrill Lynch, ICICI Securities, Axis Bank and IDBI Capital Market Services in respect of the US$315 million QIP of shares by Bombay Stock Exchange-listed GMR Infrastructure Limited, the holding company formed to finance the GMR Group’s infrastructure projects. India’s GMR Group is one of the fastest growing infrastructure organisations in the country with interests in airports, energy, highways and urban infrastructure. The transaction is the largest QIP by value to date in 2010 and the shares were placed mostly with investors outside India, including investors in the US. The firm’s advisory team included Hong Kong corporate partner Edward Lam and Los Angeles tax partner Moshe Kushman.

Skadden, Arps, Slate, Meagher & Flom has also advised Hoya Corporation (Hoya) of Japan in respect of its all-cash US$235 million sale of Hoya Magnetics Singapore Pte Ltd to Western Digital Corporation (WDC), a US hard disk drive manufacturer. The agreement includes a multi-year commitment for Hoya to provide glass substrate to WDC and further enhances the ongoing partnership between the companies. The firm’s advisory team was led by Tokyo-based partner Nobu Ishizuka and included partners Ken King, Alec Chang, Stuart Levi and Eric Sensenbrenner.

Stamford Law is advising Ezra Holdings Limited (Ezra), one of the world’s leading integrated support and marine services provider in the offshore oil & gas sector, in respect of a US$100 million three-year unsecured guaranteed financing. The financing comprises an issue of fixed rate guaranteed notes and a guaranteed transferable term loan facility, which will be guaranteed unconditionally by Asian Drilling Services and Emas Offshore (M) Sdn Bhd (Emas). Emas will also guarantee the financing, subject to certain conditions. Ezra Holdings has appointed DBS Bank and The Hongkong Shanghai Banking Corporation as the joint lead managers and bookrunners. The proceeds of the financing will be used to finance new business ventures, investments, and acquisition of vessels. Director Bernard Lui leads the advisory team.

Stamford Law has also advised Catalist-listed Sim Siang Choon Ltd (SSC) in respect of its S$11.9 million (US$8.5m) acquisition of a 47.9 percent shareholding interest in India-listed Interlink Petroleum Limited (Interlink) from two Interlink shareholders. SSC is one of Singapore’s leading specialist retailers of bathroom, kitchen and home improvement products. Interlink is currently the operator of two small onshore oil and gas assets located in the state of Gujarat in India. The acquisition is subject to SSC shareholders’ approval and, upon completion, will trigger a mandatory general offer of SSC shares by the vendors. In addition, the firm is also advising SSC on the open offer it will be required to make for 20 percent of the shares of Interlink, pursuant to SEBI Regulations. Director Bernard Lui again led the team.

Watson, Farley & Williams LLP has advised ICICI Bank, Axis Bank, Punjab National Bank and Indian Bank in respect of the loan and letter of credit facilities aggregating US$97.3 million to partly finance the acquisition of, and project costs relating to, a derrick pipe-laying vessel chartered and delivered to Quippo Prakash, a JV between Quippo Oil and Gas of India, MDL Energy or India and SapuraCrest of Malaysia. The firm’s Singapore team was led by partner Goh Mei Lin.

White & Case LLP has advised the joint mandated lead arrangers and bookrunners – consisting of DBS Bank Ltd, ING Bank, The Royal Bank of Scotland, The Hongkong Shanghai Banking Corporation and GE Commercial Finance – in respect of a US$200 million multi-currency syndicated financing guaranteed by US-based global ICT player Equinix Inc. Initially launched in March 2010 with positive market feedback, the multi-tranche financing was subsequently signed on 10 May 2010 and closed on 14 May 2010. The final group of lenders included the joint mandated lead arrangers and bookrunners as well as Oversea-Chinese Banking Corporation Limited, Citigroup, Commerzbank and Indian Bank. Hong Kong-based partner John Shum led the firm’s advisory team. Orrick, Herrington & Sutcliffe advised Equinix Inc and its Asia-Pacific subsidiaries as borrowers and security providers, led by partner Michelle Taylor.

White & Case LLP has also advised PCCW Ltd in respect of its HK$16 billion (US$2b) self-arranged senior three-tranche term loan and revolving credit facility. The loan, which is via Hong Kong Telecommunications (HKT) Limited and guaranteed by HKT Group Holdings Limited, comprises an HK$8 billion (US$1b) revolving credit, a HK$3 billion (US$384m) term loan and a HK$5 billion (US$641m) term loan. The financing, which was signed on May 5, 2010, was over 1.5 times oversubscribed with 21 local and international banks offering an aggregate of over HK$25 billion (US$3.2b). The firm’s advisory team was led by Hong Kong-based partner John Hartley.

WongPartnership LLP has acted for CapitaLand Commercial Limited in respect of the joint venture with Hersing Corporation Ltd (Hersing) to own, expand and develop the self storage business under the StorHub brand. The agreement includes setting up a JV company to acquire four self-storage properties from StorHub Self Storage Pte Ltd (SSSPL), a wholly-owned subsidiary of Hersing, and setting up a management company to acquire the management business (including the intellectual properties) of SSSPL to provide management services to SHPL and other asset holding companies. Partners Carol Anne Tan, Shirley Tan, Lam Chung Nian and Khaw Gim Hong acted on the matter.

In addition, WongPartnership LLP has represented Elemica Inc, a leading global supply chain services provider, in respect of its merger with RubberNetwork.com LLC by assisting with the integration of the Singapore and Shanghai offices as a result of the merger. Partners Vivien Yui and Miao Miao acted on the matter.

Further, WongPartnership LLP has acted for HG Metal Manufacturing Limited in respect of its S$101 million (US$72m) financing with Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited, secured by, inter alia, mortgages over the properties at 30 Jalan Buroh, Singapore and at 15 Jurong Port Road, Singapore. Partners Alvin Chia and Monica Yip acted on the matter.

Finally, WongPartnership LLP acted for UOL Development (Dakota) Pte Ltd in respect of its S$329 million (US$235m) purchase from the Urban Redevelopment Authority of residential land parcel 758 at Dakota Crescent, Singapore. Partner Monica Yip acted on the matter.