Deals – 20 September 2012

Allen & Gledhill has also advised Darfera Pte Ltd (a wholly-owned subsidiary of City Developments Ltd) and Lam Huat Holdings Pte Ltd (a wholly-owned subsidiary of Hong Leong Corporation Holdings Pte Ltd) in respect of their grant of a joint option to sell certain land parcels at Jalan Lam Huat in Singapore, comprising a total land area of about 466,000 square feet, to BS Capital Pte Ltd at the price of S$240 million (US$196m). Partners Penny Goh and Tan Boon Wah led the transaction.

Allens has advised the financiers to the SecureFuture consortium in respect of New Zealand’s first major PPP, the Wiri Men’s Prison Project. The SecureFuture consortium (comprising Serco Australia, Fletcher Construction, Spotless Services NZ, Accident Compensation Corporation, John Laing Investments and InfraRed, and advised by Macquarie Capital) has reached financial close on the NZ$840 million (US$696m) contract to build, operate and maintain the 960-bed prison in Wiri, South Auckland. Partners James Darcy and Ren Niemann led the transaction.

AZB & Partners has advised Citigroup Global Markets India Private Ltd in respect of the amalgamation of JSW Ispat Steel Ltd with JSW Steel Ltd under a scheme pursuant to Sections 391-394 of the Companies Act 1956. The scheme also provides for the related reorganisation of certain businesses of JSW Ispat Steel Ltd and JSW Steel Ltd. Citigroup Global Markets India Private Ltd was the fairness opinion expert appointed by JSW Ispat Steel Ltd to comment on the fairness to the shareholders of JSW Ispat Steel Ltd of the swap ratio contained in the scheme. Partner Abhijit Joshi led the transaction which was completed on 1 September 2012.

Clayton Utz has advised Chubu Electric Power Co Inc (Chubu Electric) in respect of its acquisition of an interest in the Ichthys LNG Project. Chubu Electric will join INPEX, TOTAL, Toho Gas, Tokyo Gas and Osaka Gas to develop the Ichthys fields, located in the Browse Basin off-shore of Western Australia, for the production of LNG and condensate. Chubu Electric will also enter into associated long term off-take arrangements from the Ichthys Project. Partners Kevin O’Sullivan and Adel van der Walt led the transaction.

Clifford Chance has advised Nexans, a worldwide leading expert in the cable industry, in respect of its acquisition of a 75 percent equity interest in the Shandong Yanggu New Rihui joint venture, along with the historical shareholder Shandong Yanggu Cables Group Co Ltd which continues to hold a 25 percent equity interest. The transaction values the business (100 percent basis) on a debt and cash free basis at approximately €156 million (US$203.7m). Partner Kelly Gregory led the transaction.

Clifford Chance has also advised FountainVest Partners in respect of its investment, as part of a consortium including Morgan Stanley Infrastructure and Olympus Capital, in Zhaoheng Hydropower Ltd, a privately owned holding company operating hydropower assets in China. The consortium is investing a second US$150 million following an initial US$150 million investment in Zhaoheng in 2010. The combined US$300 million investment represents the largest foreign investment in China’s renewable energy and hydropower sector. Partner Terence Foo led the transaction.

CMS Hasche Sigle has advised Landesbank Baden-Württemberg in respect of its sale of around 8.78 percent of the share capital of Wüstenrot & Württembergische AG to Horus Finanzholding GmbH. The shares are traded on the Frankfurt Stock Exchange and Stuttgart Stock Exchange and on other stock exchanges in the regulated unofficial market (Freiverkehr). Partner Dr Thomas Meyding led the transaction.

CMS Hasche Sigle has also advised Holtzbrinck Digital in respect of the sale of its stake in Poolworks (Germany) Ltd (formerly VZ Netzwerke Ltd) to US company VZ Network Holdings Inc, a subsidiary of US investment company Vert Capital. Poolworks operates the meinVZ, studiVZ and schuelerVZ social networks. Partner Dr Thomas Meyding also led the transaction.

Davis Polk has advised Deutsche Bank AG Singapore Branch, Standard Chartered Bank and UBS AG Hong Kong Branch as the joint lead managers in respect of the HK$400 million (US$51.6m) Regulation S offering by Shui On Development (Holding) Ltd of its 9.75 percent high-yield notes due 2015. The notes are guaranteed by Shui On Land Ltd. The notes are consolidated and form a single class of notes with the HK$400 million (US$51.6m) and the HK$75 million (US$9.7m) aggregate principal amounts of 9.75 percent high-yield notes due 2015 issued on 16 February 2012 and 29 February 2012, respectively. Partner William F Barron led the transaction.

Freshfields Bruckhaus Deringer has advised China Pacific Insurance (Group) Co Ltd (CPIC) in respect of its proposed private placement of H shares. CPIC has entered into subscription agreements to issue an aggregate of 462 million H shares to the Government of Singapore Investment Corporation, Norges Bank and Abu Dhabi Investment Authority for a consideration of approximately HK$10.4 billion (US$1.34b). The private placement is subject to the required regulatory approvals. Partners Calvin Lai and Grace Huang led the transaction.

Freshfields Bruckhaus Deringer has also advised Alibaba Group, the largest e-commerce company in China, in respect of the financing of a major repurchase of shares from Yahoo! and on the restructuring of its relationship with Yahoo! in transactions valued at approximately US$7.6 billion. The financing package is the largest private financing for a private sector Chinese company and the largest ever non-LBO private financing for a technology company globally. The senior debt was provided by a number of international banks and a Chinese policy bank. The new preference shares and ordinary shares were placed with global institutional investors from Asia, Europe and the US. Ken Martin and David Winfield led the transaction. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel. Wachtel, Lipton, Rosen & Katz, led by partner Mark Gordon, acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Yahoo whilst Sullivan & Cromwell, led by partners Alexandra D Korry and Chun Wei, represented lead investors CIC International Co Ltd (Hong Kong), Boyu Capital (China) and CITIC Capital (China). Additionally, Morrison & Foerster represented Softbank in the three-way Softbank/Yahoo!/Alibaba transaction with Kenneth Siegal, Ivan G Smallwood, CJ Hoppel, Justin Jamail and Masato Hayakawa leading the team.

Hadiputranto, Hadinoto & Partners (HHP) and Baker & McKenzie.Wong & Leow (BMWL), the member firms of Baker & McKenzie International in Indonesia and Singapore, have represented United Overseas Bank Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd and PT Bank Rabobank International Indonesia, as mandated lead arrangers and lenders, and PT Bank UOB Indonesia as mandated lead arranger, in respect of the US$110 million facility agreement for the new fatty alcohol plant of PT Ecogreen Oleochemicals in Batam, Indonesia. The facilities comprised three tranches provided by the three lenders and with three side letters stipulating the base interest rates and margins that were applicable to each of the lenders. While the three tranches were for one purpose and for one borrower, the structure was flexible for the lenders to create their own commercial arrangements with the borrower without the necessity to disclose the arrangement to the other syndicates. Partners Indri Pramitaswari Guritno (HHP) and James Huang (BMWL) led the transaction.

Hogan Lovells has advised independent oil and gas exploration company Mitra Energy Ltd (Mitra) in respect of its farmout of a 75 percent working interest in Service Contract No. 56 (SC-56) located in the Sulu Sea in the Philippines to Total E&P Philippines BV (Total). SC-56 covers approximately 4,300km2 in water depths ranging from 200 metres to 3,000 metres and contains three gas discoveries. Mitra will operate a seismic acquisition programme, after which the operatorship will be transferred to Total for drilling operations. Brad Roach and Simonette Santos advised on the transaction.

Hogan Lovells has also advised Neopost Japan Inc (Neopost Japan), a subsidiary of Neopost SA, in respect of its acquisition of the Hasler Division Business (HDB) from Nisshinbo Postal Chemical Co Ltd (NPC). The transaction was signed on 30 July 2012 and closed on 31 August 2012. The Neopost group is the number one company in Europe and second worldwide in mailroom solutions. Primarily located in Japan, HDB consists of sales, distribution and maintenance of franking machines, tax machines, car tax machines, UL machines, electronic scales and inserters. NPC is a subsidiary of Nisshinbo Holdings Inc., whose business areas lie in textiles, automobile brakes, paper products, mechatronics, chemicals, electronics and real estate. Partner Rika Beppu led the transaction.

J Sagar Associates has acted as the sole Indian counsel for Export-Import Bank of India in respect of the issuance of US$500 million 4 percent notes due 2017 under its US$2.5 billion medium term note programme. The notes were issued under Reg S of the US Securities Act of 1933. The managers involved in this issuance of notes were Citigroup Global Markets Ltd London and Standard Chartered Bank Singapore. Partner Dina Wadia led the transaction whilst Allen & Overy was the sole international counsel.

Jones Day has acted as international legal counsel for JM Financial Institutional Securities Private Ltd, JP Morgan India Private Ltd, SBI Capital Markets Ltd and Enam Securities Private Ltd in respect of the US$80 million qualified institutional placement of The South Indian Bank Ltd (SIB) equity shares which closed on 7 September 2012. SIB is one of the leading scheduled commercial banks in South India. Partner Manoj Bhargava led the transaction. Luthra & Luthra, led by Manan Lahoty, acted as the domestic lead counsel to the lead managers.

Khaitan & Co has represented Heidelberg Cement India Ltd in respect of its successful defence before the Director General and the Competition Commission of India (CCI) for alleged cartelisation in cement industry. In India, Heidelberg Cement operates two cement plants and three grinding facilities in the south and west, as well as in central India. Partner Manas Kumar Chaudhuri acted on the transaction.

Khaitan & Co has also advised New Enterprise Associates (India) Private Ltd (NEA) in respect of the investment for a significant minority stake in Trishe Developers Private Ltd. NEA is a venture capital firm consistently ranking among the top firms in portfolio IPOs each year. Partner Amitabh Sharma led the transaction.

Minter Ellison has acted for Lazard Australia, a leading independent corporate advisory and investment firm, in respect of its acquisition of boutique competitor O’Sullivan Partners. Partner Daniel Scotti led the transaction. Watson Mangioni advised O’Sullivan Partners.

Minter Ellison has also acted for GrainCorp and Gardner Smith in respect of their joint bid to acquire Integro Foods and the related long-term supply arrangements. GrainCorp agreed to acquire Gardner Smith and also Goodman Fielder’s commercial oils business, Integro Foods, and to combine the two newly-acquired businesses to form GrainCorp Oils, creating a leading integrated edible oils business. The combined purchase price was A$472 million (US$495m). Partners Costas Condoleon, Anthony Borgese, Gordon Williams and Antra Hood led the transaction. Freehills advised Goodman Fielder on the sale of Integro Foods whilst Gilbert + Tobin advised GrainCorp on the acquisition of Gardner Smith.

Rajah & Tann has advised SGX-ST listed Grand Banks Yachts Ltd in respect of its S$5.238 million (US$4.28m) placement of new shares. The placees, Exa Ltd and Koh Cheng Keong, comprise a trust associated with Tan Sri Lim Kok Thay (chairman and CEO of Genting Berhad) and the chairman and managing director of the Only World Group. Grand Banks Yachts is engaged in manufacturing and selling of luxury yachts worldwide. Partners Chia Kim Huat and Danny Lim are leading the transaction which was announced on 17 September 2012 and is on-going, pending approval in-principle from the SGX-ST.

Shook Lin & Bok has advised Mitsui & Co Ltd in respect of an investment in a joint venture with a wholly-owned subsidiary of Ascendas Land (Singapore) Pte Ltd to establish a JV company, Ascendas Fusion 5 Pte Ltd, for, inter alia, the development of Fusionopolis Phase 5, a 1.92-hectare site located within the one-north business park, at an estimated cost of S$370 million (US$302m). Partners Robson Lee and Andrea Chee led the transaction which is the first joint venture between the Mitsui Group and the Ascendas Group.

Stamford Law and Allen & Gledhill are advising Fraser and Neave Ltd (F&N) in respect of its S$8.8 billion (US$6.5b) proposed takeover by TCC Assets Ltd (TCC Assets). TCC Assets announced a mandatory general offer of S$8.88 (US$7.25) per F&N share on 13 September 2012 after its shareholding in F&N, together with its concert parties, reached approximately 30.36 percent of the total issued F&N shares. TCC Assets is a special purpose vehicle owned by Charoen Sirivadhanabhakdi and his wife, who are the founders of Thai Beverage Public Company Ltd (ThaiBev). The takeover offer comes amidst the proposed sale by F&N of its shareholdings in Tiger Beer brewer Asia Pacific Breweries Ltd (APB) to Heineken, which was the subject of competing bids between Heineken and Kindest Place Groups Ltd, an entity linked with Charoen Sirivadhanabhakdi. The firm is also advising F&N on the sale of APB. Stamford partners Yap Lian Seng and Lean Min-tze are leading the transaction.

Stamford Law is also advising Kreuz Holdings Ltd in respect of its application for transfer from the SGX-ST Catalist to the SGX-ST Mainboard and its proposed shareholders’ mandate to seek approval for a vessel acquisition with a contract price between US$100 – $120 million. Bernard Lui and Lim Swee Yong led the transaction.

Sullivan & Cromwell is representing Goldman Sachs & Co as financial adviser to New York Life Insurance Company, America’s largest mutual life insurer, in respect of its US$285 million cash sale to ACE Ltd of Fianzas Monterrey SA, its wholly-owned surety bond business in Mexico. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close by early next year. Partner Stephen Kotran is leading the transaction which was announced on 12 September 2012.

Sullivan & Cromwell is also representing JP Morgan Securities LLC as financial advisor to Citizens Republic Bancorp Inc in respect of its acquisition by FirstMerit Corporation. Partner Mitchell Eitel led the transaction which was announced on 13 September 2012.

Trilegal has acted as domestic legal counsel to SAIF II Mauritius Company Ltd, one of the selling shareholders, in respect of the proposed IPO of Just Dial Ltd. The draft red herring prospectus has been filed with the SEBI in August 2012. Partners Charandeep Kaur and Srinivas Parthasarathy led the transaction.

Trilegal has also advised Shriram Capital Ltd in respect of its merger control notification to the Competition Commission of India (CCI) on the subscription to 49.05 percent of the post issue paid up equity share capital of Shriram Financial Ventures (Chennai) Private Ltd (Shriram Chennai) by Sanlam Ltd, through its subsidiary Sanlam Emerging Markets (Mauritius) Ltd, resulting in an indirect stake of 26 percent in SCL (through Shriram Chennai’s holding in SCL). The transaction involved several inter-connected steps and individual transactions to ensure compliance with foreign investment regulations in the insurance sector. The notification analysed the impact of the transaction in the insurance and NBCF sectors in India. The notification was made on 6 July 2012 (agreements were signed on 6 June, 2012) and the CCI approved the transaction on 8 August 2012. Excluding the time taken to respond to the CCI’s request for additional information, the transaction was approved in 23 calendar days. Partner Sridhar Gorthi led the transaction.

Uría Menéndez, with White & Case and De Brauw Blackstone Westbroek, has advised China Development Bank Corporation (CDB) and the Industrial and Commercial Bank of China (ICBC) in respect of the multimillion financing to Spanish multinational company Telefónica SA. Banco Bilbao Vizcaya Argentaria (BBVA) acted as agent. The transaction is the second tranche of the first publicly announced vendor financing granted to a Spanish company by CDB which closed in January earlier this year. Amounting to US$1.2 billion, the new line more than triples the amount of the original financing and will be available for ten years for the purchase of telecommunication solutions and services for Telefónica worldwide. The transaction was structured as a variable interest rate loan to Telefónica Europe BV, a BV incorporated in the Netherlands that is wholly owned by the borrower’s group and guaranteed by Telefónica SA. From China, White & Case’s partner Li Xiaoming advised CDB and ICBC with partner Baldwin Cheng. Uría Menéndez’s team was led by partner Juan Martín Perrotto. De Brauw Blackstone Westbroek’s team was headed by partner Geert Potjewijd in China.

Weerawong, Chinnavat & Peangpanor has represented Kiatnakin Bank Pcl (Kiatnakin) in respect of its merger with Phatra Capital Plc (Phatra), a securities company listed on the SET. The merged entity, Kiatkakin-Phatra Financial Group, will offer both commercial banking and capital-market products and services. The deal closed on 12 September 2012 and is valued at approximately 36.2 billion (US$207m). Partner Peangpanor Boonklum led the transaction. The firm continues to work on the transfer of Kiatnakin Securities and Kiatnakin Fund Management to Phatra.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, is also acting as senior counsel in respect of a trademark suit filed by Ken Holdings Berhad against Sr Selta Sdn Bhd and 10 others over the usage of the term “KEN City” by one of the defendants. The plaintiffs claim that they have goodwill in the name “KEN” in the construction and property development industry and their projects using prefix “KEN” is well known and that the use of the name “KEN CITY” in a project in Ampang caused confusion and/or association of the project with the plaintiffs. The case, heard by the Intellectual Property High Court in Malaysia, will also decide on the loss of damages arising from an extended form of ‘passing off’ through the misrepresentation of “KEN City” as being associated with Ken Holdings. This case is pending a decision of the court. Partner Chew Kherk Ying is leading led the team.

WongPartnership has acted for Mahindra Satyam, a leading global consulting, IT and business services provider, and SBI Hong Kong Holdings Co Ltd, a subsidiary of SBI Holdings, Inc. (leading global internet-based financial conglomerate and Japan’s largest venture capital and private equity house), in respect of the establishment of their inaugural US$50 million joint fund aimed at investing in ICT companies globally. Partners Low Kah Keong and Felicia Marie Ng led the transaction.

WongPartnership has also acted for SFS intec, a wholly-owned subsidiary of the SFS Group, in respect of its acquisition of Unisteel Technology International Ltd (Unisteel), from a seller which since 2008 has been owned by the management and employees of Unisteel and an affiliate of Kohlberg Kravis Roberts & Co LP. Partners Ng Wai King, Quak Fi Ling and Audrey Chng led the transaction.