Deals – 23 August 2012

Allen & Gledhill has also advised DBS Bank Ltd (DBS) in respect of its issue of S$1 billion (US$798m) fixed rate subordinated notes due 2023. The notes will initially bear a fixed coupon of 3.1 percent per annum with interest payable semi-annually. The notes are expected to qualify as Lower Tier 2 capital of DBS and be eligible for Basel III transitional treatment, subject to the requirements of the Monetary Authority of Singapore. DBS was the sole lead manager whilst Credit Suisse (Singapore) Ltd and Morgan Stanley Asia (Singapore) Pte were co-managers. Partner Glenn David Foo led the transaction.

Allen & Overy has advised India’s largest bank State Bank of India in respect of its Rule 144A/Regulation S offering of US$1.25 billion of bonds due 2017. This marks the first issue of US dollar bonds by an Indian bank since May 2011 and the largest single-tranche offering by a public sector bank in India. The offering was priced at a spread of 375bps over the 5-year US Treasury with a coupon of 4.125 percent per annum, which is the lowest ever coupon achieved by an Indian issuer in the US dollar bond market for a 5-year tenor. Partner James Grandolfo led the transaction.

Allens has advised Macquarie Capital in respect of the sale of its majority stake in mining services company CQMS Holdings Pty Ltd to Quadrant Private Equity. CQMS supplies mining wear parts and consumables to the mining extraction and mineral processing industries. The deal, which was completed on 31 July 2012, saw Macquarie sell its stake in CQMS in conjunction with the sale of the remaining minority stake by an entity associated with Thomas Meyers. Partner Cameron Price led the transaction.

Amarchand Mangaldas has advised Nestlé SA in respect of securing approval from the Competition Commission of India (CCI) for its acquisition of the global nutrition business of Pfizer Inc. The CCI noted that, since Nestlé and Pfizer are amongst the major players in the nutrition business worldwide, there may have been a possibility that the proposed transaction could have raised anti-competitive concerns by way of a removal of a potential competitor, even though Pfizer presently does not have any sales in India. The CCI however observed that since Pfizer had not approved any proposal to enter the nutrition business in India and that there were no regulatory applications (by Pfizer) pending with any authority in India, the proposed transaction doid not raise any concerns as a result of loss of potential competition. Partners Pallavi Shroff and Shweta Shroff Chopra led the transaction.

AZB & Partners has advised Standard Chartered Private Equity (Mauritius) II Ltd (SCPE) in respect of its acquisition of equity shares amounting to over 15 percent of the share capital of Craftsman Automation Private Ltd for approximately INR850 million (US$15 million). Partner Varoon Chandra led the transaction which was completed on 2 August 2012.

AZB & Partners has also advised JK Cement Ltd, JK Cement (Fujairah) FZC and JK Cement Works (Fujairah) FZC in respect of parent company JK Cement Ltd’s guarantee obligations for securing a loan of US$ 98 million availed by the offshore step down subsidiary company. Partner Yashwant Mathur led the transaction which was valued at approximately INR5.5 billion (US$98m) and was signed and completed on 25 July 2012.

Clayton Utz is advising private equity firm Ironbridge Capital (Ironbridge) in respect of the sale of a majority interest in Super A-Mart to Quadrant Private Equity. Announced on 15 August 2012, the transaction also involved the sale of Barbeques Galore businesses and will see Quadrant acquire a majority stake in a new entity for the common ownership of the two businesses. The remaining interest will be held by Ironbridge, Macquarie Group, Partners Group and management. Partners Niro Ananda, Jonathan Donald and Geoff Geha are leading the transaction. Minter Ellison, led by partner Callen O’Brien, acted for Quadrant Private Equity. Baker & McKenzie, led by Mark McNamara, advised Barbeques Galore. Gilbert & Tobin, led by Andrew Bullock, advised GIC Special Investments.

Clayton Utz, supported by firms in South-East Asia and the United States, has also advised Japanese steel manufacturer Nippon Steel Corporation in respect of a US$1.36 billion joint venture with BlueScope Steel to establish a new coated products business, NS BlueScope Coated Products, in South-East Asia and North America. Under the terms of the agreement, Nippon Steel will acquire a 50 percent equity interest in BlueScope’s existing holdings in 14 coated products businesses in South-East Asia and North America, which will be reorganised into a 50:50 joint venture between Nippon and BlueScope to form NS BlueScope Coated Products. The new business will be headquartered in Singapore. Nippon Steel will also supply the JV substrates (hot- and cold-rolled coils) for hot-dip galvanised sheets on a regular basis. Partner Graham Taylor led the transaction which was announced on 13 August 2012.

Clifford Chance and Al-Jadaan & Partners have advised HSBC Saudi Arabia Ltd in respect of the issuance by SBG Sukuk Ltd of its third short-term sukuk, guaranteed by Saudi Binladin Group Ltd. Saudi Binladin Group Ltd’s third short-term SAR1 billion (US$266.6m) guaranteed sukuk has attracted a high level of demand. The sukuk has a maturity of 364 days and pays a profit rate of 2.5 percent per annum. HSBC Saudi Arabia acted as the sole lead manager and book-runner for the transaction and also acted as payments administrator and sukukholders’ agent. HSBC Amanah acted as the shariah advisor. The Saudi British Bank acted as the security agent in respect of the security structure which is regulated by an inter-creditor arrangement. Partner Stuart Ure led the transaction whilst the Al-Jadaan team was led by Mohammed Al-Jadaan. Baker & McKenzie Ltd acted as legal adviser to Saudi Binladin Group Ltd whilst Walkers acted as legal adviser to SBG Sukuk Ltd.

Clifford Chance has also advised the joint lead managers in respect of China Development Bank’s (CDB) RMB2.5billion (US$390m) bond issuances comprised of RMB1 billion (US$157.2b) 4.3 percent bonds due 2032 and RMB1.5 billion (US$235.8b) 2.95 percent bonds due 2015. This is the longest tenor thus far for a dim sum bond and sets a new 20 year benchmark for the market. Partner Connie Heng led the transaction.

CMS Hasche Sigle, with CMS member firms in Switzerland, Romania and Luxembourg, together with White & Case in France and Alston Bird in the US, has advised BC Partners in respect of the acquisition of the shares in Aenova Group from private equity firm Bridgepoint, as advised by BC Partners. Headquartered in Pähl, near Munich, the Aenova Group is one of the leading international service providers in the pharmaceuticals and health care industry. The acquisition is currently awaiting clearance from the competition authorities. Partner Dr Udo Simmat, with partners Stefan Brunnschweiler and David Butts, led the transaction. The finance agreements were negotiated in conjunction with Freshfields Bruckhaus Deringer.

Davis Polk has advised Barclays Bank PLC, Citigroup Global Markets Inc, KDB Asia Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch as underwriters in respect of a Schedule B debt offering by The Korea Development Bank of US$500 million in aggregate principal amount of its 3.5 percent notes due 2017. The notes are consolidated and form a single class of notes with the US$750 million aggregate principal amount of 3.5 percent notes due 2017 issued on 22 February 2012. Partners Eugene C Gregor, William F Barron and John D. Patton led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and Lee & Ko as to Korean law.

Davis Polk has also advised Ayala Corporation and Ayala Land Inc in respect of a Rule 144A/Regulation S offering by Ayala Corporation of 680 million common shares of Ayala Land Inc for gross proceeds of approximately US$323 million. Goldman Sachs (Singapore) Pte, JP Morgan Securities plc and UBS AG acted as placement agents in the offering. Ayala Corporation is one of the Philippines’ oldest and largest conglomerates and is the controlling shareholder of Ayala Land Inc, a leading property developer in the Philippines. Spun off from Ayala Corporation in 1988, Ayala Land was listed on the Philippine Stock Exchange in 1991 with core businesses in landbank management, residential development, commercial and corporate businesses as well as hotels. Earlier this year, Ayala Land had formed an alliance with Metro Pacific Investments Corporation to build railways in the Philippines. Partner William F Barron led the transaction. The placement agents were advised by Paul Hastings as to US law and Angara Abello Concepcion Regala & Cruz Law Offices as to Philippine law.

Fangda is representing hiSoft Technology International Ltd (hiSoft) in respect of its proposed merger with VanceInfo Technologies Inc (VanceInfo). Under the terms of the merger agreement, the companies will be combined in a tax-free, all-stock merger of equals with a combined equity value of approximately US$875 million. VanceInfo and hiSoft shareholders will each own approximately 50 percent of the combined company. The transaction is led by Jeffrey Ding, Chen Ma and Lily Yin. Orrick Herrington & Sutcliffe LLP represented VanceInfo and their team was led by Jeffrey Sun (Shanghai office), Richard Vernon Smith (San Francisco office) and Maurice Hoo (Hong Kong office.)

Fried, Frank, Harris, Shriver & Jacobson is representing Lazard as financial advisor to a buyer group in respect of its agreement to acquire Yucheng Technologies Ltd, a leading China-based provider of IT solutions to the financial services industry in China, for US$3.90 per share in cash. The purchasers are New Sihitech Ltd, a BVI company wholly owned by Weidong Hong, Yucheng’s Chairman and CEO, and a Sihitech affiliate. Partner Douglas Freeman is leading the transaction which is expected to close before the end of 2012.

Fried, Frank, Harris, Shriver & Jacobson is also representing a private equity consortium, comprised of a FountainVest Partners affiliate and LJ International Inc (LJI) Chairman of the Board of Directors, President and CEO Yu Chuan Yih, in respect of its proposal to acquire LJI, a leading colored gemstone and diamond jeweller with retail and wholesale businesses. Under the terms of the bid, the buyers would acquire all of the outstanding ordinary shares of the company not currently owned by Yih at a proposed price of US$2 per ordinary share in cash. Yih currently owns approximately 11 percent of the company’s outstanding ordinary shares. Partners Douglas Freeman, Victor Chen and Carolyn Sng are leading the transaction.

Herbert Smith has advised Standard Chartered Bank as the arranger and dealer in respect of the establishment of a S$750 million (US$598.5m) euro medium term note programme by LMIRT Capital Pte Ltd and the first two fixed rate note issues under that programme. The programme is guaranteed by HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of Lippo Malls Indonesia Retail Trust. The first two note issued under the programme comprised the series 1 S$200 million (US$159.6m) 4.88 percent notes due 2015 and the series 2 S$50 million (US$40m) 5.875 percent notes due 2017. Partner Philip Lee led the transaction.

Herbert Smith has also advised China National Offshore Oil Corporation (CNOOC) in respect of its acquisition of a 25 percent participating interest of Shell’s offshore exploration blocks BC9 and BCD10 in Gabon, Africa. CNOOC will reimburse Shell for 25 percent of a part of the exploration costs and will fund part of the future exploration costs. Shell will remain operator with a 75 percent participating interest. The transaction, which was announced on 25 July 2012 and is subject to government approval, formed part of a larger arrangement between CNOOC and Shell. It was announced on the same day as the two companies signed a production sharing contract to jointly explore Blocks 62/02 and 62/17 in Yinggehai Basin. Partners Hilary Lau and Bertrand Montembault led the transaction.

HSA Advocates has advised Equis Asia Fund (Singapore) Pte Ltd, a Singapore based fund with a focus on Asian energy and infrastructure opportunities, in respect of its acquisition of a substantial stake in DANS Energy Consulting Private Ltd (DANS) which holds interests in two Indian companies developing 194 MW Hydro Power Platform in Northern India. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction whilst Rajah and Tann Singapore, led by partner Tracy Ang, advised on Singapore law. DANS was advised by Trilegal with a team led by partner Yogesh Singh.

HSA Advocates has also advised Singapore based Sakae Holding Group, owner of the renowned “Sakae Sushi” Restaurant Chain, in respect of a joint venture with TCI Global Logistics Ltd for launching a chain of specialised Sushi restaurants under the brand name ‘Sakae Sushi’ across India. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. TCI Global, the Indian joint venture partner, was advised by Dua Associates.

J Sagar Associates has advised Standard Chartered Private Equity (Mauritius) II Ltd and Standard Chartered Private Equity (Mauritius) III Ltd (collectively, SCPE) in respect of the induction of Japanese electronics giant Panasonic Corporation as a strategic investor in Firepro Systems Private Ltd. Panasonic, through its Indian subsidiary, Anchor Electricals Pvt Ltd, has invested in Firepro. The existing financial investors include SCPE, Ambadevi Mauritius Holding Ltd and Ashoka Investments Holdings Ltd (collectively Pinebridge). Partner Sidharrth Shankar led the transaction. Crawford Bayley advised Panasonic whilst Firepro was advised by Tatva Legal. AZB & Partners were the legal advisors to Pinebridge.

Jones Day has represented Tokyo Electron Ltd (TEL) in respect of its definitive agreement with FSI International Inc (FSI) under which TEL will acquire FSI for US$6.20 per share in cash, or an aggregate equity purchase price of approximately US$252.5 million. The acquisition, which will be completed pursuant to a cash tender offer followed by a second step merger, has been unanimously approved by the boards of directors of TEL and FSI. The board of directors of FSI unanimously recommends that FSI’s shareholders tender their shares into the tender offer. The transaction is expected to close before the year end. FSI was advised by Faegre Baker Daniels.

Khaitan & Co has advised Yes Bank Ltd in respect of a pool buyout of home loans with underlying mortgages spread across 15 states for INR110 crores (US$19.8m). Yes Bank is one of India’s leading private sector banks. Partner Shishir Mehta acted on the transaction.

Khaitan & Co has also advised CESC Ltd in respect of its acquisition of a 90 MW green field hydro power asset in Sikkim by acquiring a 100 percent stake in Papu Hydro Power Projects Ltd, a wholly owned subsidiary of Indiabulls Group. CESC is a fully integrated power utility with its operation spanning the entire value chain from mining coal, generating and distributing power. Partners Amitabh Sharma and Nishant K Singh acted on the transaction.

King & Wood Mallesons has acted for Australia’s largest natural gas infrastructure business APA Group (APA) in respect of the launch of its A$350 million (US$365.8m) offer of long-dated, unsecured, subordinated, cumulative notes. The ASX-listed hybrid notes offer is part of APA’s ongoing capital management strategy and the proceeds are expected to be used to support APA’s ongoing investment in the growth of its infrastructure assets as well as for general corporate purposes. Partner David Eliakim led the transaction which was announced on 9 August 2012. Clayton Utz, led by partner Brendan Groves, is advising the joint lead managers, composed of Credit Suisse, Evans & Partners, Macquarie Capital, Morgan Stanley, RBS and RBS Morgans.

King & Wood Mallesons has also advised a syndicate of 19 international and domestic banks in respect of the financing of the public to private takeover of Spotless Group Ltd (Spotless). The A$1.2 billion (US$1.25b) acquisition by Pacific Industrial Services BidCo Pty Ltd, an entity owned by funds advised by Pacific Equity Partners (PEP) and its affiliates, was completed on 16 August 2012 by a scheme of arrangement. Partner Jeff Clark led the transaction. Clayton Utz acted for Spotless whilst Gilbert + Tobin acted for PEP.

Mayer Brown JSM is advising Swire Resources Ltd in respect of the formation of a multi-million retail joint venture in China with Columbia Sportswear Co. The formation of the joint venture is the culmination of a long-standing relationship between Swire Resources Ltd and Columbia Sportswear Co. Swire Resources Ltd, a subsidiary of Hong Kong–based conglomerate Swire Pacific Ltd, has been the exclusive independent distributor for Columbia and Mountain Hardwear–branded products in China and Hong Kong since 2004. The joint venture, which will begin operating in Shanghai in 2014, is aimed at expanding the brands’ reach into mainland China. Columbia Sportswear Co will own a 60 percent share in the joint venture and Swire will own the remaining 40 percent. The transaction involves the acquisition of an existing PRC business and the transfer of business into a newly set up joint venture entity through a multi-stage completion. Partner Martin Robertson is leading the transaction.

Minter Ellison is advising OM Holdings Ltd in respect of its ‘low doc’ A$72.5 million (US$75.76m) entitlement offer to its existing shareholders announced on 16 August 2012. OM Holdings, which has its foundations in metals trading, now operates commercial mining operations leading to a fully integrated operation covering Australia, China and Singapore. The net proceeds will be used to partly finance development and construction activities at the company’s Sarawak project, in which the company has an 80 percent interest, and to assist in the timely financial close of that project which is expected to occur in the second half of 2012. The Sarawak project entails the development of a greenfield manganese and ferro-silicon alloy smelter with an expected annual production capacity of 575,000 tonnes. M H Carnegie & Co Pty Ltd was the sole lead manager in respect of the offer. Partner Daniel Scotti led the transaction.

Ogier has acted as Cayman Islands legal counsel to the issuerin respect of the AIM listing of China ChainTek United Holdings Co Ltd (China ChainTek) on August 2012. China ChainTek is one of the largest providers of logistics services to domestic sports shoe and apparel manufacturers in China. The listing in the UK will be used to expand the company’s logistics services business and its inventory storage and management business. The raising of new money will partly fund the development of a 200,000 sq m warehouse in Jinjiang City which will centralise customer operations. Partner Nathan Powell led the transaction. Pinsent Masons, led by partner Sean Page, acted as lead advisers to China ChainTek.

Paul, Weiss is advising DreamWorks Animation SKG Inc (DWA) in respect of an agreement with media fund China Media Capital, media conglomerate Shanghai Media Group and investment company Shanghai Alliance Investment Co Ltd to establish joint venture company Oriental DreamWorks, which is positioned as the leading China-focused family entertainment company. The Chinese companies will hold a majority stake of approximately 55 percent in Oriental DreamWorks whilst DWA will hold approximately 45 percent. The JV company will initially be capitalised with cash and intellectual property valued at US$330 million. Simultaneously with the signing on 7 August 2012, the parties, together with Xuhui District government, announced their intention to develop and establish the “DreamCenter”, an integrated cultural and entertainment tourist destination in Shanghai with a planned investment exceeding RMB20 billion (US$3.14b). Partner Jeanette Chan is leading the transaction.

Paul, Weiss has also advised NYSE-listed Janus Capital Group Inc (JCG) in respect of an agreement to enter into a strategic alliance with The Dai-ichi Life Insurance Company Ltd (Dai-ichi Life), the third-largest life insurer in Japan. Dai-ichi Life plans to acquire at least 15 percent (and up to no more than 20 percent) of JCG’s outstanding common shares through open market purchases and potentially through the exercise of conditional options issued to Dai-ichi Life by JCG. As part of this alliance, Dai-ichi Life will support JCG’s distribution initiatives in Japan and plans to invest US$2 billion of its general account assets with JCG, including seed capital for JCG investment strategies. Partners Toby Myerson, Steven Williams and Kaye Yoshino led the transaction which was announced on 10 August 2012.

Shin & Kim has represented Korean private equity fund IMM Private Equity in respect of the acquisition of a 24 percent stake in Kyobo Life Insurance from Daewoo International. IMM Private Equity formed a consortium with three other investors consisting of Affinity Equity Partners, Baring Private Equity and GIC. The transaction is valued at KRW1.2 trillion (US$1.1b). Partners Tong-Gun Lee, Tae-Yong Seo and Myong Hyon (Brandon) Ryu led the transaction.

Slaughter and May‘s Hong Kong office has advised HKSE-listed Wing Tai Properties Ltd in respect of the sale of its 79.26 percent interest in its HKSE-listed subsidiary, Winsor Properties Holdings Ltd, to PRC real estate developer Vanke Group, as well as in respect of Wing Tai Properties’ voluntary unconditional cash offer for the shares of a private company which, pursuant to a group reorganisation and distribution in specie by Winsor Properties, holds a majority of the assets previously owned by Winsor Properties. The sale and purchase was completed on 16 July 2012. Partner Neil Hyman led the transaction.

Slaughter and May Hong Kong has also advised John Swire & Sons (HK) Ltd in respect of the sale of part of its shareholding in HKSE-listed Swire Properties Ltd. The gross proceeds of the sale amount to approximately HK$5.04 billion (US$650m). The shares being sold represent four percent of the issued shares in Swire Properties Ltd, reducing John Swire & Sons (HK) Ltd’s direct shareholding in Swire Properties Ltd from approximately 7.71 percent to approximately 3.71 percent. The sale was announced on 14 August 2012 and completion was expected on 16 August 2012. The Hongkong and Shanghai Banking Corporation Ltd, BOCI Asia Ltd and Morgan Stanley & Co International plc managed the sale. Partners Richard Thornhill and Lisa Chung led the transaction.

Stamford Law Corporation has acted as lead transaction counsel for Fraser and Neave Ltd (F&N) in respect of its proposed S$5.59 billion (US$4.5b) sale of its 39.7 percent effective interest in Asia Pacific Breweries Ltd (APB) to Heineken International BV. The transaction saw Heineken revise its initial offer upwards from S$50 (US$40) to S$53 (US$42.5) for each APB share after Kindest Place Groups Ltd (KPG), an entity owned by the son-in-law of Thai Beverage plc founder Charoen Sirivadhanabhakdi, made an unsolicited offer of S$55 (US$44) per APB share for F&N’s direct interest in APB. The successful negotiation for an increased offer from Heineken gives a S$307 million (US$246m) or a 6 percent increase over Heineken’s initial offer. Partner Lean Min-tze led the transaction.

Sullivan & Cromwell is representing a consortium of investors, comprising the Carlyle Group LP, CITIC Capital Partners Ltd, CDH Investments, China Everbright Ltd, FountainVest Partners (Asia) Ltd and Jason Nanchun Jiang (chairman of the board and CEO of Focus Media), in respect of the proposed US$3.5 billion going-private of Focus Media Holding Ltd. Partners William Chua and Michael DeSombre are leading the transaction which was announced on 13 August 2012. Skadden, Arps, Slate, Meagher & Flom, led by partners Peter Huang and Michael Gisser, is advising Jason Nanchun Jiang and his affiliates. Fried, Frank, Harris, Shriver & Jacobson, led by partners Douglas Freeman and Victor Chen, is also advising the consortium. Simpson Thacher & Bartlett is acting as US counsel for Focus Media which has not yet made any decision on the proposal as of 13 August 2012.

Sullivan & Cromwell is also representing Goldman Sachs & Co and Rothschild Inc as financial advisers to Comverse Technology Inc (CTI) in respect of its acquisition by Verint Systems Inc. CTI has signed a definitive merger agreement with its majority-owned subsidiary Verint Systems. Following the completion of CTI’s previously announced distribution to its shareholders of substantially all of its assets (including its wholly-owned subsidiary Comverse Inc (CNS) other than its holdings in Verint), Verint will acquire the CTI holding company, eliminating the current holding company structure. As of 10 August 2012, CTI currently holds approximately 41 percent of Verint’s basic outstanding common shares and 100 percent of Verint’s outstanding convertible preferred shares which, if converted, would result in CTI holding approximately 53.7 percent of Verint’s basic outstanding common shares. Partner Stephen Kotran led the transaction which was announced on 13 August 2012 and is expected to be completed on 30 April 2013, subject to several conditions.

Troutman Sanders has advised HKSE and SGX listed Sound Global Ltd, a company that develops and manages waste management and treatment facilities throughout the PRC, in respect of a US$150 million high yield bond issuance. The deal was the first high yield bond in 2012 from a debut Chinese issuer. Sound Global, established in 2005 and formerly known as Epure International, plans to use the bond proceeds to expand its investments in BOT (build, operate and transfer) projects, refinance its outstanding convertible bonds, and for working capital and other general and corporate purposes. HSBC and Deutsche Bank were the lead managers and book-runners for the transaction. Partner Joe Sevack led the transaction.

WongPartnership has acted for Singapore GP Pte Ltd in respect of negotiations with Formula One World Championship Ltd on the terms for the rights to host the F1 Singapore Grand Prix for a second 5-year term. Partners Mark Choy and Milton Toon led the transaction.

WongPartnership has also acted for Jones Lang LaSalle, an NYSE-listed global financial and professional services firm specialising in real estate, in respect of its acquisition of Credo Real Estate, a leading Singapore-based independent real estate advisory firm. Partner Tay Liam Kheng led the transaction.