Deals – 22 December 2010

Allen & Gledhill LLP has acted as Singapore law counsel for DBS Bank Limited as the lead manager, and The Hongkong and Shanghai Banking Corporation Limited as the fiscal agent and principal paying agent, in respect of Joynote Ltd’s issue of S$225 million (US$170.8m) guaranteed 2.25 per cent notes due 2015 on 23 November 2010. All sums payable by Joynote in respect of the notes are guaranteed by Cheung Kong (Holdings) Limited. Partner Margaret Chin led the transaction.

Allens Arthur Robinson has advised grain handler and trader Cargill Australia in respect of its acquisition of grain trading assets and infrastructure from Canadian fertiliser and rural services provider Agrium Inc. Under the agreement, signed on 15 December 2010, Cargill Australia will buy the grain commodities business that Agrium acquired when it purchased Australian agribusiness AWB Limited on 3 December 2010. Subject to various regulatory approvals and expected to close in the first half of 2011, the acquisition will include AWB’s grain marketing and pool operations, international grain trading businesses, grain distribution and storage assets and international operations. Partners Carolyn Oddie and Marcus Clark led the transaction. Blake Dawson and Clayton Utz acted for AWB/Agrium.

Amarchand & Mangaldas has advised J P Morgan India Property Mauritius Company II (J P Morgan India) in respect of its partial exit from B Raheja Builders Private Limited (B Raheja Builders), a company undertaking construction and development of a project consisting of IT / ITES Park / SEZ. As part of the deal, companies of the B Raheja group sold all their shares and J P Morgan India sold part of the shares held by them in B Raheja Builders to companies of the K Raheja group, which undertook a primary subscription. The entire deal is worth approximately INR115.23 crores (US$25.36m), with payment to J P Morgan India being approximately INR75.13 crores (US$16.5m). The firm’s team was led by senior partner Ashwath Rau and partner Vandana Pai Bharucha.

Baker & McKenzie has acted as lead legal advisor to the New South Wales Government in respect of the NSW electricity reform project. The project involves the sale of the electricity and gas retail businesses Country Energy, EnergyAustralia and Integral Energy; the sale of gentrader rights for the Delta Electricity and Eraring Energy; the sale of various generation development sites; and associated reform of the NSW electricity sector. Origin Energy has purchased the retail arms of Integral Energy and Country Energy from the NSW Government for A$2.3 billion (US$2.28b). Origin paid a further A$950 million (US$942.4m) for the output of Eraring Energy, which operates power stations on Lake Macquarie and in Shoalhaven. TRUenergy acquired EnergyAustralia’s retail business, the electricity trading rights for Mount Piper and Wallerawang coal-fired power stations, and three power station development sites for A$2.035 billion (US$1.98b). Partner Chris Saxon led the firm’s team.

Baker & McKenzie has also acted as Hong Kong and US law counsel to Bank of China Limited (BOC), one of the four largest commercial banks in the PRC based on total assets, in respect of its rights issue in Hong Kong which raised approximately HK$20.83 billion (US$3.7b). Net proceeds will be used for strengthening BOC’s capital base and to improve its capital adequacy ratio. Dealings in fully-paid H rights shares commenced on 14 December 2010. BOCI Asia Limited acted as the sole global coordinator. BOCI Asia Limited, Merrill Lynch Far East Limited, Credit Suisse (Hong Kong) Limited, ICBC International Securities Limited and CCB International Capital Limited acted as the joint bookrunners, and – together with The Royal Bank of Scotland NV Hong Kong Branch and Haitong International Securities Company Limited – as joint lead managers. The firm’s team was led by Beijing-based partners Jackie Lo and Scott Clemens and included Hong Kong-based partner CY Leung whilst King & Wood acted as PRC counsel. Jun He and Latham & Watkins acted as PRC and Hong Kong legal advisers, respectively, for the underwriters.

Clifford Chance has advised China Datang Corporation Renewable Power Co Limited (Datang), China’s second largest wind power generation company in terms of installed capacity, in respect of its US$643 million energy IPO on the HKSE. Datang is the third wind power company to list on the HKSE. UBS AG, China Everbright Ltd, Cinda International Capital Limited, Credit Suisse (Hong Kong) Limited, JP Morgan Securities (Asia Pacific) Limited and Macquarie Capital Securities Limited were the joint bookrunners. Partner Tim Wang (Beijing) led the team.

Gilbert + Tobin has represented Virgin Blue and Air New Zealand in respect of the Australian competition aspects of their trans-Tasman alliance. The alliance was granted conditional authorisation for three years by the Australian Competition and Consumer Commission (ACCC) on 16 December 2010. Under the alliance, both airlines will coordinate prices, schedules and capacity on routes between Australia and New Zealand. This is the first time that the ACCC has approved an airline alliance on the Tasman, following two previous attempts by Qantas and Air New Zealand. Partner Luke Woodward led the transaction.

Herbert Smith has advised China Shenhua Energy Company Limited, China’s biggest coal producer and one of the largest listed coal producers worldwide, in respect of the acquisition of various mining companies and assets from its controlling shareholder Shenhua Group Company Limited. The total consideration for these transactions was approximately RMB8.7 billion (US$1.3b). The move is set to support a significant increase in coal production over the coming years to match China’s ever-increasing energy demands. Beijing corporate partner Tom Chau led the transaction.

Herbert Smith has also advised Chongqing Rural Commercial Bank (CRCB) on both the Hong Kong and US law aspects in respect of its HK$10.5 billion (US$1.35 billion) HKSE IPO and Rule 144A / Regulation S international offering. The global offering consisted of an aggregate of approximately 2.18 billion H shares, priced at HK$5.25 (US$0.675) per share. CRCB is the largest bank in terms of total assets and total deposits in Chongqing and the third provincial level rural commercial bank established in the PRC. The transaction represents the country’s first city commercial bank to go public in Hong Kong and ranks as the fourth largest IPO in Hong Kong this year. US corporate partner John Moore and Hong Kong corporate partner Tom Chau led the firm’s advisory team. Clifford Chance, led by partner Cherry Chan, acted as both Hong Kong and US counsel for Morgan Stanley and Nomura as underwriters to the offering.

Hogan Lovells has acted for UBS AG as the sponsor in respect of the listing of China Medical System Holdings Limited on the HKSE and the offering of its ordinary shares in the US under Rule 144A of the US Securities Act. The firm has also advised on the delisting of the PRC pharmaceutical company from the AIM of the LSE. Corporate partner James Fong led the transaction.

Hogan Lovells has also acted as Hong Kong and US law counsel for Macquarie Capital Securities Limited, as placing agent, in respect of the sale of more than 390 million shares in HKSE listed China Haidian Holdings Limited held by its controlling shareholder, Sincere View International Limited, for HK$472.1 million (US$60.1m). The placing shares were sold under a top-up placement, with the price fixed at HK$1.21 (US$0.155) per placing share. Corporate partners Terence Lau and Lee Man Chiu led the transaction.

HopgoodGanim Lawyers has advised ASX-listed Norton Gold Fields in respect of the sale of a mining tenement in Queensland’s Bowen Basin to Boardwalk Sienna, a subsidiary of Boardwalk Resources, an investment vehicle of coal magnate Nathan Tinkler. The consideration paid for the engineering procurement and construction contract EPC 1033, which includes the Sienna and Electra coal projects and associated assets, amounted to A$30 million (US$29.8m). The project will be financed in part by a US$340 million loan facility agreed with the Industrial and Commercial Bank of China Limited. The firm’s advisory team was led by partners Martin McCann (London), Mark Berry (London) and Jon Perry (Hong Kong). Industrial and Commercial Bank of China Limited was advised by Allen & Overy.

Khaitan & Co has advised CEAT Limited in respect of the acquisition of the trademark ‘CEAT’ for the entire world from Italian based Pirelli Tyres for €9 million (US$11.8m). CEAT is presently the owner of CEAT’s trademark in India, Sri Lanka, Vietnam, Pakistan, Nepal, Myanmar, Bhutan, Afghanistan and Bangladesh while Pirelli owned the trademark in the rest of the world. Partners Haigreve Khaitan and Sanjay Sanghvi led the transaction.

Khaitan & Co has also advised IGE (India) Limited, a company involved in the supply of electricity and manufacture of machinery and other apparatus, in respect of the sale of a 20 per cent stake in GE Power Services (India) Private Limited (GEPSIL), a company providing engineering, after-market and shop repair services on steam turbines and generators, to GE Pacific (Mauritius) Limited, a subsidiary of General Electric Company. Partner Rabindra Jhunjhunwala led the transaction.

King & Wood has advised Owens-Illinois Inc (O-I), the world’s largest maker of glass packaging, in respect of a number of acquisitions in China, including the acquisition of Hebei Rixin Glass Group Co Ltd and Zhaoqing Jiaxin Glassworks. Following the acquisitions, O-I has become China’s second largest glass container manufacturer. The acquisitions have strengthened the company’s customer base among China’s leading breweries, such as Tsingtao, Yanjing and CRB, owner of the world’s largest beer brand, Snow. The firm’s legal team was led by Mark Schaub.

King & Wood has also represented the underwriters in respect of the Nasdaq listing of Sky-mobi Ltd on 10 December 2010. Sky-mobi, the first domestic mobile application software producer to list on the NASDAQ, issued 7.25 million ADS priced at US$8 per share and raised US$58 million. The company was founded in 2005 and grew quickly after providing the software platform for the MTK handset. The firm’s team was led by Stanley Chua.

Lee & Ko is advising KDB Value VI Private Equity Fund (KDB PEF), managed by Korea Development Bank (KDB) as its general partner, in respect of a share purchase agreement whereby it is to purchase, through its subsidiary KDB Value VI LLC (SPC), more than 121 million shares (shareholding ratio of 37.16 per cent) in Daewoo E&C from a consortium of 17 financial investors for about KRW2.2 trillion (US$1.92b). In addition, the SPC entered into a subscription agreement with Daewoo E&C whereby it will acquire approximately 89.9 million new shares to be issued by Daewoo E&C for about KRW1 trillion (US$870m). Through these transactions, SPC has secured the controlling stake in Daewoo E&C, owning about 50.7 per cent of Daewoo E&C. The transactions are expected to close between the end of December 2010 and early January 2011. The firm’s team was led by partners Kyu Wha Lee and Hee Jeu Kang.

O’Melveny & Myers LLP has represented Credit Suisse Securities (USA) LLC and Morgan Stanley & Co International plc as joint bookrunners, and Oppenheimer & Co Inc, Piper Jaffray & Co, and Cowen and Company LLC as co-managers, in respect of the US$312.8 million IPO of American Depositary Shares (ADS) in E-Commerce China Dangdang Inc (Dangdang). Dangdang and the selling shareholders sold 19.55 million ADSs at US$16 per ADS, including 2.55 million ADSs sold when the underwriters exercised their over-allotment option in full. The firm’s team was led by Beijing partner David Roberts.

Orrick, Herrington & Sutcliffe LLP has advised SemiLEDs Corporation, a developer and manufacturer of LED (light-emitting diode) chips and LED components, in respect of a US$102 million IPO on the Nasdaq. The transaction represents the first Nasdaq IPO for a Taiwanese LED manufacturer. The offering, which took place on 14 December 2010, was underwritten by BofA Merrill Lynch, Barclays Capital, Jefferies & Company, Canaccord Genuity and Caris & Company. Partners Mark Lee and Thomas Tobiason led the transaction.

Orrick, Herrington & Sutcliffe LLP has advised South Korean steelmaker Posco in respect of its acquisition of a 51 per cent stake in Xenesys Inc, a Japanese company specializing in the ocean power generation technology. The acquisition, which was completed on 10 December 2010, is Posco’s first cross-border acquisition outside the steel and natural resources industries. Xenesys’ technology, Ocean Thermal Energy Conversion (OTEC), uses seawater to recycle mid- to low-temperature waste heat from industrial facilities to generate electricity. Posco will install the waste heat recovery facilities in its steel mills in Korea in 2013, with the aim of further developing and commercializing the technology from the second half of that year. Senior counsel Eugene Chang led the transaction.

Shin & Kim has represented Ssangyong Motor in respect of the sale of 70 per cent of its shares to Mahindra and Mahindra, India’s second largest motor company. The share purchase agreement was executed on 23 November 2010. Partners Young-Ku Lee, Jae Woo Im and Hyun Sik Shin led the transaction.

Slaughter and May, Hong Kong, has advised HKSE listed Fubon Bank (Hong Kong) Limited (Fubon Bank), a subsidiary of Taiwan based financial services group Fubon Financial Holding Co Ltd, in respect of its issue of US$200 million dated subordinated fixed rate notes due 2020 under the US$1 billion Euro medium term note programme. The notes were issued on 30 November 2010 and listed on the HKSE. The joint lead managers were Deutsche Bank AG Singapore Branch and UBS AG Hong Kong Branch. Partner Laurence Rudge led the transaction.

Weerawong, Chinnavat & Peangpanor Ltd has represented the Board of Directors of Serm Suk Plc, the Pepsi-Cola bottler in Thailand, in respect of another tender offer launched by SS National Logistics Co Ltd (SSNL), after the first tender offer submitted in April by Strategic Beverages (Thailand) Co Ltd had failed. The tender offer by SSNL, completed on 2 December 2010, was successful. Partner Peangpanor Boonklum led the transaction.

Weerawong, Chinnavat & Peangpanor Ltd has also acted as legal counsel to PTT Plc, Thailand’s largest oil and gas company, in respect of its THB4 billion (US$133.33m) 100-year bond issuance. Bangkok Bank Plc, KASIKORNBANK Plc and Siam Commercial Bank Plc acted as underwriters of the issue. The bonds, due in 2110, offer 5.9 per cent coupon rate per annum. The proceeds will become part of PTT’s funds for its long-term investment plans. The transaction, which closed on 2 December 2010, was led by partner Chinnawat Thongpakdee.

Weil, Gotshal & Manges is representing China-ASEAN Investment Cooperation Fund, a private equity fund sponsored by the China Export-Import Bank, in respect of the proposed investment by its subsidiary, China-ASEAN Marine BV, in Philippine shipping company Negros Navigation Co Inc (Nenaco) and Nenaco’s proposed acquisition of up to 100 per cent of Aboitiz Transport Systems Corporation (ATS). The transaction will bring together two well-established companies in the Philippine domestic shipping industry. The team was led by Hong Kong partner Peter Feist with Shanghai partner Suat-Eng Seah.

Weil, Gotshal & Manges is also advising Asia-based Unitas Capital in respect of its €525 million (US$689m) acquisition of Hyva Holdings, a company engaged in hydraulic cylinders and hydraulic tipping solutions with operations in more than 130 countries. The transaction is expected to be completed in the first half of 2011 and is subject to approval by the relevant competition authorities. The firm’s team is led by London-based partner Marco Compagnoni.

WongPartnership LLP has acted as Singapore counsel for Arrow Electronics Inc in respect of its US$210 million acquisition of all the assets and operations of the RF, Wireless and Power Division (RFPD) of Richardson Electronics Ltd (Richardson), including the RFPD business of Richardson’s subsidiary in Singapore, Richardson Electronics Pte Ltd. Partners Karen Wee and Kenneth Leong acted on the matter.

WongPartnership LLP has also acted for STX OSV Holdings Limited (STX), a global designer and shipbuilder of offshore and specialized vessels used in the offshore oil and gas exploration and production industries, in respect of its IPO of approximately 325.6 million ordinary shares, which raised gross proceeds of approximately S$257 million (US$195m). Partner Pong Chen Yih acted on the matter.