Deals – 22 October 2009

Allen & Gledhill LLP is also advising National Oilwell Varco Pte Ltd (NOV) and South Seas Inspection (S) Pte Ltd (SSI) in respect of Singapore antitrust matters in connection with their submission of an application for a decision pertaining to the acquisition of SSI by NOV. NOV has made a cash offer of S$53.3 million (approx US$38.1m) to acquire 100 percent of the outstanding shares in SSI, with specified assets to be purchased by Varco International Do Brasil Equipamentos E Servicios Ltda from South Seas International Ltda. Partner Daren Shiau is advising.

Finally, Allen & Gledhill LLP is acting as Singapore antitrust counsel to both Greif International Holding BV (Greif) and GEP Asia Holdings Pte Ltd (GEP), who have submitted an application for a decision pertaining to the proposed creation of a joint venture company, Greif Eastern Packaging Pte Ltd (Greif Eastern). Greif and GEP will contribute their respective Singapore business to Greif Eastern in relation to the manufacturing and selling of steel drums, bitumen drums and steel pails of various capacities and lithographic printing. The value of the transaction is S$91.7 million (approx US$65.6m). Partner Daren Shiau is again advising.

Appleby has acted as the BVI counsel to Standard Chartered Bank and DBS Bank Limited in relation to a syndicated term-loan and revolving credit facility of up to HK$3.1 billion (approx US$399.9m) granted to entities owned and controlled by the Fortune Real Estate Investment Trust, which holds a portfolio of eleven retail malls and properties in Hong Kong through the ownership of special purpose companies. The loan and credit facility will be used to partly finance the purchase of retail properties in Hong Kong, partly refinance existing facilities, and partly to meet corporate funding requirements. Partner Jeffrey Kirk of the firm’s Hong Kong office led the advisory team.

AZB & Partners has advised pharmaceutical and chemical company Merck KGaA of Germany which has, through its wholly-owned subsidiary Merck Specialities Private Limited (Merck India), acquired a 100 percent stake in Bangalore Genei (India) Private Limited (BGIL). BGIL specialises in the development, production, marketing and sales of products for proteomic and genomic research. Merck India has purchased the full equity share capital in the company from Sanmar Ferrotech Limited and its nominee. Partner Abhijit Joshi led the advisory team, whilst law firm J. Sagar Associates was also involved in advising a party to the transaction.

AZB & Partners has also advised UTV News in respect of its decision to enter a joint venture with Bloomberg to establish a 24 hour business news channel in India. The JV has resulted in the establishment of the UTV- Bloomberg business channel, and marks Bloomberg’s first foray into news broadcasting in India. The deal involved documentation of the shareholder arrangements and content and license terms for the operations of the business channel. Partner Shuva Mandal was involved, whilst Kochar & Co advised Bloomberg.

In addition, AZB & Partners has acted as domestic counsel to JP Morgan India Private Limited, as one of the joint global coordinators and as the bookrunning lead manager, in connection with the Qualified Institutions Placement by Cipla Limited of 25.63 million equity shares. Partner Shameek Chaudhuri led the firm’s team, whilst Jones Day acted as international counsel to the joint global coordinators and JP Morgan India Private Limited in respect of both its roles. Amarchand & Mangaldas & Suresh A. Shroff & Co acted as local counsel to the issuer.

Azmi & Associates has acted for the Malaysian stock exchange, Bursa Malaysia, in respect of the Bursa Suq as-Sila’ project which forms part of the Malaysia International Islamic Financial Centre initiative. A milestone for the global Islamic finance industry, Bursa Suq as-Sila’ is the first fully automated platform for Islamic financing via murabahah and tawarruq backed by secure internet-based spot commodity-trading that is fully Shariah-compliant. The initial commodity used is crude palm oil but the range will eventually be expanded to include other types of commodities. Bursa Suq as-Sila’ is capable of multi-currency trading to cater to cross-border deals, such as global sukuk issuance. Partner Ahmad Lutfi Abdull Mutalip led the firm’s advisory team.

Baker & McKenzie has acted for Guangdong Rising Asset Management Co Ltd (GRAM), a major Chinese investment group with investments across a wide range of sectors, in respect of its successful acquisition of a 19.9 percent interest in PanAust Limited (PA). Completed on 18 September 2009, the deal was valued at A$215 million (approx US$198.6m). PA’s main operations are the existing Phu Kham copper-gold mine in the Lao PDR, and the Puthep exploration project in Thailand. Lawyers from the firm’s Melbourne, Bangkok, Hong Kong and Beijing offices were involved, with Melbourne-based partners John Mollard, Lewis Apostolou and Richard Lustig leading the team. Mallesons Stephen Jaques acted for PA.

Baker & McKenzie has also advised Asian private equity and infrastructure fund specialists CIMB Standard Strategic Asset Advisors (CIMB Standard), who specialise in deals in the energy and infrastructure sectors in the Asian region, on the acquisition of Babcock & Brown’s interest in the Babcock & Brown Asia Infrastructure Fund (now called the Asia Infrastructure Fund). Acquiring the interest is the South East Asian Strategic Assets Fund, which is managed and advised by CIMB Standard. The Asia Infrastructure Fund is co-sponsored by The Bank of Tokyo–Mitsubishi UFJ, Ltd. Sydney-based partners Julie Hutton and Brendan Wykes led the transaction with assistance from partners Kelvin Poa (Singapore) and Theppachol Kosol (Bangkok).

Clayton Utz is advising outdoor equipment and clothing retailer Kathmandu on it A$400 million (approx US$369.7m) Initial Public Offering. Partners Stuart Byrne and Greg James, who heads the firm’s equity capital markets practice, are leading the firm’s team.

Clifford Chance and Stamford Law Corporation have advised ING Groep NV (ING) on the sale of its private banking business in Asia to Oversea-Chinese Banking Corporation Limited (OCBC), Singapore’s longest established and third largest local bank. Drew & Napier LLC has acted as lead coordinating counsel to OCBC on its purchase which, valued at US$1.463 billion, is possibly the largest private bank sale in recent years not only in Singapore but also the region. The entire purchase price will be funded by OCBC’s existing resources, and the acquisition will more than triple the bank’s private client assets under management to US$23 billion. The proceeds raised by ING from this sale will go towards repaying the capital injections it received from the Dutch Government during the global financial crisis. The sale, which is subject to regulatory approvals, is expected to be completed by year end. After completion, the acquired entities will operate as a wholly-owned subsidiary of OCBC, and the wealth management businesses of both banks will be integrated in due course. Clifford Chance also advised ING earlier this month on the sale of its Swiss private banking business to Julius Baer Group for US$505 million, which is also subject to regulatory approval. Hong Kong-based partner Simon Cooke led the Clifford Chance teams advising ING in respect of both sales, whilst Directors Lee Suet Fern and Lean Min-tze led the transaction for Stamford Law Corporation. The Drew & Napier team was led by Director Sandy Foo.

KhattarWong has advised Swing Media Technology Group Limited (Swing Media), one of Hong Kong’s leading manufacturers and suppliers in the data storage industry, on its acquisition from the founding shareholders of an 80 percent stake in Shanghai Hui Yang New Energy Technology Co Ltd, which is engaged in the business of turn-key installation and after-sales service of solar powered energy and energy saving LED lighting systems. The acquisition marks Swing Media’s first foray into the green energy business. Partner Lawrence Wong from the firm’s corporate and securities laws department advised.

Latham & Watkins has represented Canadian Solar Inc, a leading China-based manufacturer of solar cell, solar module and custom-designed solar application products, in connection with its follow-on offering of 6 million common shares. Canadian Solar granted the underwriters a 30 day option to purchase an additional 900,000 shares of common stock, which the underwriters chose to fully exercise. The offering closed on 21 October 2009 and raised gross proceeds of more than US$108.6 million. Morgan Stanley, Deutsche Bank Securities Inc and Piper Jaffray & Co acted as joint bookrunners for the offering, and Wells Fargo Securities acted as co-manager. Hong Kong-based partners David Zhang and Allen Wang led the firm’s advisory team.

Luthra & Luthra Law Offices has advised Cairn India Limited in respect of a project finance transaction closed this week. Valued at INR 4000 crore (approx US$850m), the syndicated rupee term loan facility involves the State Bank of India as the lead bank and will be used to fund the development of certain oil fields in the licensed Block RJ-ON-90/1 in Barmer, Rajasthan, by various entities in the Cairn Group. The core advisory team included partner Sameen Vyas and team head Piyush Mishra.

Orrick, Herrington & Sutcliffe LLP has advised Digital Media Group (DMG), a leader in China’s subway television advertising market, on its US$160 million sale to VisionChina Media (VCM), one of China’s largest out-of-home digital television advertising networks. The deal will create the largest and most comprehensive mobile television advertising network in China, with the combined company to operate bus television networks in 18 of China’s most affluent cities. The company will also have exclusive subway networks in eight key cities in China, including Beijing and Shanghai, as well as on Hong Kong’s Airport Express line. The firm’s advisory team was comprised of US and China-based lawyers, and was led by Silicon Valley partner David Lee with Shanghai partner Elizabeth Cole.

Robert Wang & Woo LLC is advising Singapore-listed company Asia Tiger Group Limited in relation to both its investment in a 30 percent stake in a “biomass waste to biogas” project in Henan Province in the PRC, and its investment in a 21 percent stake in a UK based waste-to-energy company. Both investments are targeted to be completed before the end of the year. The initial size of the PRC project, which involves using proprietary technology developed by a local university to treat biomass waste, is RMB 67 million (approx US$9.8m). The investment in the UK project is valued at £8 million (approx US$13m), with the project utilising advanced proprietary pyrolysis technology to process solid recovered fuel. Director Raymond Tan is leading the firm’s team.

Shearman & Sterling LLP has represented joint bookrunners Deutsche Bank Securities Inc and Morgan Stanley & Co Incorporated in connection with the US$500 million bond offering guaranteed by Sterlite Industries (India) Limited (Sterlite), India’s largest non-ferrous metals and mining company. The deal, which closed on 15 October 2009, featured the highest conversion premium on an Asian convertible bond this year at 37.5 percent. Amongst other things, Sterlite will use proceeds from the offering to expand its copper business through allied power plants and the acquisition of complementary businesses outside of India. Hong Kong capital markets partner Matthew Bersani led the firm’s team.

Sidley Austin has represented Powerlong Real Estate Holdings Limited, a leading property developer in China specialising in the development of large-scale and multi-functional commercial complexes, in connection with its initial public offering listed on the Hong Kong Stock Exchange, with concurrent global placements pursuant to Rule 144A/Reg S. The IPO raised approximately HK$2.75 billion (US$352.5m). The firm’s team was led by Hong Kong-based partners Timothy Li and Constance Choy.

Skadden, Arps, Slate, Meagher & Flom has acted as Hong Kong and US counsel to Wynn Macau, the Macau business of resort and casino operator Wynn Resorts, in relation to its US$1.87 billion IPO and listing in Hong Kong. The listing, which priced at the top of the price range, marks the first time a US controlled company has sought a listing on the Main Board of the Hong Kong Stock Exchange. The transaction was structured as an acquisition by the listed company of the Macau casino, resort and hotel business from its parent and, as a result, substantially all of the proceeds from the listing have been paid to the parent. Hong Kong partners Alan Schiffman, Dominic Tsun and Alec Tracy were involved, in addition to US-based partners Hal Hicks and Casey Fleck.

The Indian corporate finance team of Skadden, Arps, Slate, Meagher & Flom has also acted as international counsel on two equity capital markets’ transactions undertaken for Indian issuers. Under the transactions, which were led by partners Jonathan Stone and Rajeev Duggal, the equity shares were placed with both local qualified institutional buyers and international institutional investors.
• Firstly, the firm advised UBS in connection with 3i Infotech’s US$66 million private placement of equity shares. 3i Infotech is a worldwide provider of IT and IT-enabled solutions and services, with a particular focus on banking, insurance and financial services. AZB & Partners acted as domestic counsel to UBS in relation of the placement.
• Secondly, the firm advised the joint lead bookrunners – Goldman Sachs, JP Morgan, UBS, Credit Suisse, ICICI Securities and IDFC-SSKI Securities – in connection with Lanco Infratech’s US$150 million private placement of equity shares. Lanco Infratech is one of India’s leading infrastructure development companies with interests in power, infrastructure, EPC & construction and property development. The transaction included a Section 4(2) offering in the US.

Vinson & Elkins LLP has represented China Investment Corporation (CIC), the country’s sovereign wealth fund, in connection with its purchase of approximately 11 percent of the Global Depositary Receipts (GDRs) of JSC KazMunaiGas Exploration Production (JSC), a Kazakhstan oil and gas corporation. The deal was completed for a consideration of approximately US$939 million. The shares in JSC are listed on the Kazakhstan Stock Exchange, whilst its GDRs are listed on the main market of the London Stock Exchange. Beijing partners Xiao Yong and Paul Deemer led the firm’s team, together with London-based partner Francois Feuillat. GRATA law firm acted as Kazakhstan local counsel to CIC.

Watson, Farley & Williams LLP has advised Armada Oyo in connection with having secured a five year US$190 million limited recourse loan facility to be used for an FPSO – Armada Perdana – owned by its parent company Bumi Armada Berhad, Malaysia’s largest owner and operator of offshore vessels. The FPSO is currently undergoing conversion at Keppel Shipyard in Singapore and is expected to set sail to West Africa in the last quarter of 2009. A club of seven mandated lead arrangers were involved including SMBC, who also acted as structuring and documentation bank and SACE coordinator on behalf of the lead arrangers, and Banca UBAE SPa, ANZ Banking Group Limited, ABN AMRO Bank NV, WestLB AG, Malayan Banking Berhad and Standard Chartered Bank. The loan will finance around 75 percent of the project costs. The transaction team was led by partner Chris Lowe.

Watson, Farley & Williams LLP has also advised Standard Chartered Bank, acting as agent, security trustee and lender, in relation to a loan facility of up to US$50 million granted to Grindrod Shipping Limited, a leading operator in the global tanker and bulk shipping sector and South Africa’s largest and oldest ship owner. The loan facility, which is secured by a series of ships that will be delivered over the next 18 months, supports the company’s long term growth and development strategy. Partner Chris Lowe again led the firm’s advisory team.

Finally, Watson, Farley & Williams LLP has advised The CSL Group Inc (CSL) of Montreal, a world-leading provider of marine dry bulk cargo handling and delivery services, in relation to its investment in the Indonesian flagged, floating offshore transshipment platform “FOTP Derawan”, constructed at the Yahua Shipyard in Nantong, China, and operating offshore Kalimantan, Indonesia for PT Berau Coal. The transaction team involved partners Chris Lowe and Damian Adams.

Winston & Strawn has represented Roth Capital Partners LLC as placement agent in respect of a registered direct offering of US$12.9 million of common stock by China Ritar Power Corp, a US publicly listed company with operations in China. Hong Kong-based partner and chairman of the firm’s Asia practice group Simon Luk led the firm’s team in advising on the cross-border transaction in association with New York-based partner Eric Cohen.

Winston & Strawn has also represented Winner Medical Group Inc (WMG), a leading manufacturer and the largest exporter by volume in the medical dressing industry (medical and wound care products) in China, in connection with its migration of registration of securities from the OTCBB to the NYSE Amex. The migration involved a 1-for-2 reverse stock split of WMG’s common stock. Its registration with the NYSE Amex became effective on 8 October 2009. Partner Simon Luk again led the firm’s team in handling the migration.

WongPartnership LLP has acted for Tuas Power Ltd in relation to the restructuring of the Tuas Power group, and in respect of the sale of the electricity generation business and assets of Tuas Power Ltd to its subsidiary Tuas Power Generation Pte Ltd. Partners Joseph He Jun, Low Kah Keong, Quak Fi Ling, Susan Wong and Choo Ai Leen advised on the matter.

WongPartnership LLP has acted for Yellow Pages (Singapore) Ltd (now known as Global Yellow Pages Limited) in connection with a renounceable non-underwritten rights issue of up to 395,162,500 rights shares, which raised net proceeds of approximately S$58.9 million (approx US$42.1m). Partners Raymond Tong and Lim Hon Yi led the transaction.

Yulchon has represented an ING Real Estate investment vehicle for a consortium of prominent European and domestic investors in respect of the KRW 400 billion (approx US$337.9m) sale of ING Tower in Yeoksam-dong to KB Asset Management’s Real Estate Fund. The largest real estate deal to close in Korea since the start of the global financial crisis, the deal also marks the fourth largest transaction in the history of office building sales in Korea. The firm’s advisory team was led by partners Bong Hee Han and Tong Chan Shin, who advised the client on all matters from the bidding process to the final closing of the deal.