Deals – 21 June 2012

ATMD Bird & Bird has advised SGX-ST listed regional cabling company Lantrovision (S) Ltd in respect of its renounceable non-underwritten rights issue, raising approximately S$22.41 million (US$18m). The ongoing transaction, which is led by partner Marcus Chow, is pending shareholders’ approval and SGX-ST’s approval to the listing of and quotation for the new rights shares.

AZB & Partners has advised Tata Steel Ltd in respect of its voluntary open offer to Tata Sponge Iron Ltd’s shareholders for an acquisition of up to approximately 1.73 million paid-up equity shares of INR10 (US$0.18) face value each, constituting 11.26 percent of the equity share capital of the Tata Sponge Iron at a price of INR375 (US$6.68) per equity share. The deal was announced on 15 June 2012. Partners Shameek Chaudhuri and Varoon Chandra led the transaction which was valued at approximately INR650 million (US$11.7m), assuming full acceptance under the offer.

Baker & McKenzie has advised in respect of the establishment of a global relationship between the Goodman Group and Malaysia’s Employees Provident Fund (EPF). The two companies have a combined equity commitment of A$500 million (US$508m) for Australia. Partners David Jones and Rodney Stone led the transaction. Goodman Group was represented by Freehills and EPF by Ashursts.

Clayton Utz has advised ASX/HKEx listed Wah Nam International Holdings Ltd in respect of its off-market takeover bid for ASX listed Brockman Resources Ltd. The A$456 million (US$463.8m) bid, through its subsidiary Wah Nam International Australia Pty Ltd, closed last week. Wah Nam is now entitled to proceed to compulsorily acquire the remaining shares in Brockman, which will result in it holding 100 percent. Wah Nam is proposing to commence the formal compulsory acquisition process in accordance with the Corporations Act 2001 (Cth) in due course. Partner Mark Paganin led the transaction.

Davis Polk has advised Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corporation Ltd and Merrill Lynch International as the joint lead managers in respect of the Rule 144A/Regulation S offering by Bank of Ceylon of its US$500 million 6.875 percent senior notes due 2017. The offering was Bank of Ceylon’s debut international bond issuance and is the first Sri Lankan corporate US dollar-bond issuance since 2004. Established in 1939, Bank of Ceylon is the leading commercial bank in Sri Lanka by total assets and branch and ATM network size. Partners Eugene C Gregor and John D Paton led the transaction whilst Julius & Creasy advised as to Sri Lankan law. Bank of Ceylon was advised by Allen & Overy as to US law and Nithya Partners as to Sri Lankan law.

Davis Polk has also advised Novast Holdings Ltd (Novast) in respect of its strategic partnership with Eli Lilly and Company (Lilly). The parties entered into a license and supply agreement, pursuant to which Novast granted Lilly an exclusive license to commercialise certain pharmaceutical products in the PRC, Hong Kong and Macau. Novast has committed to set up a platform to support Lilly branded generic products and increase the manufacturing capacity at its Nantong site over the next several years, with Lilly providing technical support to enhance quality standards. Lilly also made a new investment in Novast and increased its equity position in Novast by US$20 million. Lilly made an initial equity investment in Novast several years ago through the Lilly venture capital unit, Lilly Asian Ventures. Partners James Lin and Kirtee Kapoor led the transaction.

Freshfields Bruckhaus Deringer has advised LME Holdings Ltd, the parent company of The London Metal Exchange Ltd (LME), in respect of the £1.388 billion (US$2.18b) recommended cash offer for its entire issued and outstanding ordinary share capital by a wholly- owned subsidiary of Hong Kong Exchanges & Clearing Ltd (HKEx). The transaction brings together the LME, the world’s leading non-ferrous base metals exchange trading venue, with the leading operator of exchanges and clearing houses in Asia. Partner Sundeep Kapila led the transaction whilst partner Royce Miller also advised LME on Hong Kong regulatory issues at various stages of the transaction. Allen & Overy, led by partner Alistair Asher, advised Hong Kong Exchanges & Clearing Ltd.

Freshfields Bruckhaus Deringer has also acted for funds advised by CVC Asia Pacific Ltd in respect of their investment in C.banner International Holdings Ltd (C.banner) through a combination of existing shares in C.banner, exchangeable bonds issued by the three major shareholders, as well as convertible bonds issued by C.banner. Two other investors invested in C.banner alongside CVC. HKSE-listed C.banner is the second largest shoe company in the mid-to-premium women’s footwear market in China. Partner Robert Ashworth led the transaction.

Gibson, Dunn & Crutcher has represented Grandway Global Holdings Ltd (Grandway) and Atlas Equifin Private Ltd (Atlas) in respect of an agreement with Sony Pictures Television (SPT), an indirect wholly-owned subsidiary of Sony Pictures Entertainment Inc. Under the agreement, SPT will acquire approximately 32 percent of the shares of Multi Screen Media Private Ltd (MSM), which are owned by Grandway and Atlas. The agreement, subject to government approval, will bring SPT’s interest in MSM to a little over 94 percent. Aggregate cash consideration of US$271 million will be paid by SPT to Grandway and Atlas, conditional upon the receipt of the requisite government approval, with US$145 million expected to be paid by SPT at the closing of the acquisition by the end of December 2012 and the remaining US$126 million to be paid in three equal annual installments starting from the fiscal year ending 31 March 2014. Partner Jai Pathak led the transaction.

Herbert Smith has advised Export-Import Bank of China (China Eximbank) in respect of its issuance of RMB2 billion (US$318m) bonds. The transaction follows China Eximbanks’s successful offering of two- and three-year bonds in March with a total size of RMB4 billion (US$628.85m), on which the firm also advised. The bonds include a tranche of RMB1 billion (US$159m) five-year bonds due 2017 and a tranche of RMB1 billion (US$159m) fifteen-year bonds due 2027. Established in 1994, China Eximbank is a state bank solely owned by the Chinese government. It is headquartered in Beijing and is the only government export credit agency in mainland China. Partners Tom Chau and Kevin Roy led the transaction.

Hogan Lovells has advised a consortium of banks in respect of the sale of First Engineering Ltd to Australia-based private equity firm Anchorage Capital Partners (Anchorage), including advising Mizuho Corporate Bank, one of the selling banks, in respect of the financing being provided to Anchorage for the acquisition. The transaction marks an exit for the selling banks, following a leveraged buyout of First Engineering by Affinity Equity Partners in 2007 and subsequent restructuring and debt-for-equity swap by the senior lenders in 2009. The firm was the primary legal advisor in both transactions. First Engineering is a leading precision plastics component manufacturer, serving blue-chip customers across the automotive, business machines, HDD, and medical sectors. Partners Gary Hamp, Allan Wardrop and Stephanie Keen led the transaction.

Khaitan & Co has advised Simplex Infrastructures Ltd in respect of its acquisition of Joy Mining Services Private Ltd. Simplex Infrastructures is one of the pioneers and a total solution provider in the construction and infrastructure sectors. Its business segments include ground engineering, power and transmission, marine, construction of roads, flyovers, bridges and railways, urban infrastructure etc. Partners PL Agarwal and Arvind Jhunjhunwala advised on the transaction.

Khaitan & Co has also advised Logix Microsystems Ltd and Logix Americas Inc in respect of the sale of a majority stake in Carazoo Online Solutions Private Ltd (Carazoo) to Source Interlink Media LLC. Logix is one of the world’s leading providers of interactive automotive solutions. The company offers hi-tech automotive e-retailing solutions targeted at the automotive retail market in the USA, Europe, and Asia. Carazoo provides e-marketing solutions and software for car and motorcycle dealerships in India and operates the online auto marketplace Carazoo.com. Partner Rajiv Khaitan advised on the transaction.

King & Wood Mallesons is advising premium beverage and food manufacturer Lion in respect of its proposed A$381.6 million (US$388.2m) acquisition of Little World Beverages by scheme of arrangement. Under the scheme, Lion will offer A$5.30 (US$5.39) per share to acquire the remaining shares in the Perth-based craft brewing company. Implementation of the transaction is subject to shareholder, court and regulatory approvals and the satisfaction of other customary conditions and is expected to be completed on October 2012. Partners Meredith Paynter, Sharon Henrick and Judy Sullivan are leading the transaction. Freehills is advising Little World Beverages.

King & Wood Mallesons has also acted for Echo Entertainment Group Ltd in respect of its recent A$454 million (US$461.3m) accelerated renounceable entitlement offer. The offer was underwritten by Macquarie Capital (Australia) Ltd and UBS AG Australia Branch. Partner John Humphrey led the transaction. Clayton Utz, led by partners Stuart Byrne and Alex Schlosser, advised joint underwriters Macquarie Capital and UBS.

Maples and Calder has acted as Cayman Islands counsel to Xiezhong International Company Ltd (Xiezhong) in respect of its IPO and listing on the HKSE of 200 million shares. Dealings on Xiezhong shares commenced on 18 June 2012 and the offering raised approximately HK$186 million (US$23.97m). Xiezhong is one of the leading suppliers of HVAC systems for SUVs, pickup trucks and heavy trucks in terms of sales volume in 2011 in China. The proceeds are expected to be used for the expansion of production plants and upgrade of existing facilities of the group. Guotai Junan Capital Ltd was the sole sponsor to Xiezhong’s global offering whilst Guotai Junan Securities (Hong Kong) Ltd acted as the sole global coordinator, book-runner and lead manager. Partner Christine Chang led the transaction whilst Mayer Brown JSM and Chen & Co acted as Hong Kong and PRC legal advisers, respectively. Li & Partners and Jingtian & Gongcheng acted as Hong Kong and PRC counsel to the sponsor.

Paul Hastings has represented Samsung Electronics Co Ltd, a world leader in advanced semi-conductor solutions, in respect of its acquisition of Sweden’s Nanoradio AB, a developer of ultra low power Wireless LAN chipsets for high-speed wireless access in mobile phones. Nanoradio AB designs semi-conductors with wireless capability for the cellular and handheld market. The company was founded in March 2004 and is headquartered in Kista, Sweden. Partners Daniel Kim and Matthew Berger, with support from partner Garrett Hayes, led the transaction.

Paul Hastings has also represented Mapletree Treasury Services Ltd and Mapletree Treasury Services (HKSAR) Private Ltd as issuers and Mapletree Investments Pte Ltd as guarantor in respect of the establishment of a US$3 billion guaranteed euro medium term note programme. The guarantor is a leading Asia-focused real estate developer and capital management company headquartered in Singapore with S$19.9 billion (US$15.6b) assets under management. Under the EMTN programme, the issuers may from time to time issue notes or perpetual securities denominated in any currency to be agreed between the issuer and the dealer at the time of issuance. Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd and The Hong Kong and Shanghai Banking Corporation Ltd are the lead arrangers and dealers for the programme whilst CIMB Bank Berhad, Oversea-Chinese Banking Corporation Ltd and United Overseas Bank Ltd are the co-arrangers and dealers. Partner Vivian Lam led the transaction whilst Allen & Gledhill, led by partner Glenn Foo, advised on Singapore law.

Rodyk & Davidson has acted for AllProperty Media Pte Ltd, the proprietors of Propertyguru.com, and its founders and shareholders, in respect of a S$60 million (US$47.2m) investment by ImmobilienScout24, a unit of German telecom giant Deutsche Telekom. The investment is one of the largest ever in an Asian start-up and gives ImmobilienScout24, Europe’s top property portal group, a significant share of the Singapore company. With this investment, PropertyGuru plans to capture 10 percent of Southeast Asia’s real estate advertising market in the next three years, and 25 million users in the region. Partner S Sivanesan led the transaction, assisted by partner Sunil Rai.

Rodyk & Davidson is also acting for wholly owned subsidiaries of Far East Organization, Fraser Centrepoint Ltd and Japanese Sekisui House in respect of their successful tender purchase of land at Tampines Ave 10 for approximately S$252.8 million (US$199m). The purchasers intend to develop a 670-unit condominium on the plot of land. Partner Lee Liat Yeang led the transaction.

Shearman & Sterling is representing Mizuho Corporate Bank Ltd in respect of its definitive agreement with WestLB AG to acquire its Brazilian corporate banking subsidiary, Banco WestLB do Brasil. Mizuho Corporate Bank Ltd is the corporate banking subsidiary of Mizuho Financial Group Inc, one of Japan’s largest financial groups. Banco WestLB do Brasil SA, headquartered in São Paulo, is a medium-size bank established in 1911 with total assets of approximately US$1.5 billion (as of 31 December 2011) and focuses mainly on wholesale banking. Partners Kenneth Lebrun, Hans Diekmann, Larry Crouch and Robert Ellison led the transaction.

Shook Lin & Bok has acted for CapitaRetail China Trust Management Ltd, the manager of CapitaRetail China Trust (CRCT), and HSBC Institutional Trust Services (Singapore) Ltd, the trustee of CRCT, in respect of the establishment of CRCT’s S$500 million (US$393.3m) multicurrency medium term note programme listed on the SGX. The MTN programme features an integrated option to issue “dim sum bonds” or notes denominated in Chinese Renminbi and cleared in Hong Kong. Partner Pok Eu Jin led the transaction.

Slaughter and May Hong Kong has advised Swire Properties Ltd in respect of the issue by its wholly-owned subsidiary, Swire Properties MTN Financing Ltd, of US$500 million 4.375 percent guaranteed notes due 2022. The notes are the first issue under Swire Properties’ US$3 billion medium term note programme. The notes are guaranteed by Swire Properties Ltd and are listed on the HKSE. HSBC and Standard Chartered acted as joint lead managers. Partner Lisa Chung led the transaction.

Walkers has advised HKSE-listed International Mining Machinery Holdings Ltd in respect of the going private acquisition by Joy Global Asia Ltd, a wholly owned subsidiary of Joy Global Inc. Partner Denise Wong led the transaction.

WongPartnership has acted for CIMB Investment Bank Berhad, Deutsche Bank AG Singapore Branch and Merrill Lynch (Singapore) Pte Ltd as the joint global coordinators; Credit Suisse (Singapore) Ltd, DBS Bank Ltd, Deutsche Bank AG Hong Kong Branch, Goldman Sachs (Singapore) Pte as the other joint book-runners and joint lead managers; CIMB Securities (Singapore) Pte Ltd as the other joint underwriter; Maybank Investment Bank Berhad as the other joint underwriter and joint book-runner for the MITI Tranche; and Nomura Securities Singapore Pte Ltd, RHB Investment Bank Berhad, Oversea-Chinese Banking Corporation Limited (OCBC Bank), UBS AG Singapore Branch as the co-lead managers in respect of an IPO under Rule 144A and Regulation S of shares in IHH to institutional investors and the public in Malaysia and Singapore. Partners Rachel Eng, Gail Ong, Karen Yeoh and James Choo acted on the transaction.

WongPartnership has also acted for Mewah International Inc in respect of the establishment of its S$800 million (US$629.3m) guaranteed multicurrency medium-term note (MTN) programme by two of its wholly-owned subsidiaries, Semenyih Inc and Ngo Chew Hong Industries Pte Ltd. The MTN programme is unconditionally and irrevocably guaranteed by Mewah International Inc. DBS Bank Ltd was the arranger and the dealer. Partner Colin Ong led the transaction.