Deals – 23 June 2010

AZB & Partners has advised HAV3 Holdings (Mauritius) Limited, a wholly owned subsidiary of The HSBC Asian Ventures Fund 3, in respect of its INR500 million (US$11m) investment in the share capital of Avitel Post Studioz Limited, India’s leading integrated provider of post production, archival and restoration services for both Indian and overseas media and entertainment clients. Partner Ashwin Ramanathan led the transaction.

Clayton Utz has advised Valemus Limited (formerly Bilfinger Berger Australia) as issuer in respect of its A$1.3 billion (US$1.14b) IPO, which was announced on 8 June 2010. Equity capital markets partner Stuart Byrne, who led the transaction, commented, “The markets may have put a dampener on other IPOs, but the uncrowded air gives investors plenty of time to focus their attentions on Valemus, its significant businesses and experienced board and management.”

Clifford Chance has advised Rabobank Group (Rabobank) in respect of its memorandum of understanding with Agricultural Bank of China. The aim of the MOU is to provide mutual assistance and sharing of experience in wholesale banking, rural finance, asset management and leasing, as well as exploring ways to unlock joint business opportunities. Under the MOU, Rabobank will provide technical support, training and expertise to Agricultural Bank of China to bolster its capabilities while Rabobank gains an opportunity to strengthen its position in China. Asia Head of M&A Roger Denny led the firm’s advisory team.

Clifford Chance has also advised Asia Resources Fund in respect of a US$60 million joint investment with CEF Holdings Limited into mining and exploration company Petropavlovsk. The equity investment is in a new holding company for Petropavlovsk’s non-precious metals division, which is heavily involved in iron ore mining and production in the far east of Russia, close to the Chinese border. Petropavlovsk recently submitted a listing application for the division to HKSE. Partner Simon Cooke led the transaction.

Dhir & Dhir Associates has represented PTC India Financial Services Limited in respect of the granting of a bridge loan amounting to approximately US$25.9 million (INR 1200m) to independent power producer Surana Power Limited (SPL). The loan will be utilised for SPL’s imported coal-based power project, which has a combined capacity of 420 MW. Partner Shivi Agarwal lead the firm’s advisory team on the matter.

DLA Phillips Fox is advising China Magnesium Corporation Ltd (CMC) in respect of its proposed IPO and Australian Stock Exchange (ASX) listing, as the company aims to become the world’s largest producer of pure magnesium and magnesium alloy within the next 3 years. CMC is currently raising funds to upgrade and expand a processing plant in the Shanxi mining province in northwest China. The upgrade and first phase of expansion will result in a capacity of 20,000 tonnes per annum of pure magnesium and magnesium alloy by February 2011, with commissioning due in March 2011. The IPO prospectus has been lodged with the ASX and completion of the capital raising (up to US$28million) and float are scheduled for 13 July 2010. Partner Eugene Fung led the firm’s advisory team.

Fried, Frank, Harris, Shriver & Jacobson has represented Merrill Lynch Far East Limited and The Hongkong and Shanghai Banking Corporation, as joint placing agents, in respect of the sale of 80 million ordinary shares of China Lilang Limited (China Lilang) by China Lilang’s controlling shareholder. The aggregate gross proceeds to the controlling shareholder were approximately US$87 million. China Lilang, whose ordinary shares are listed on the HKSE, manufactures and sells menswear in China and is one of China’s leading menswear brands. The firm’s team was led by corporate partners Victoria Lloyd, Vasiliki Tsaganos and Joshua Wechsler.

Kim & Chang has represented GS Retail in respect of the sale of its department store and hypermarket business to Lotte Group, the largest department store operator in Korea, for approximately KRW1.34 trillion (US$1.13b). The sale, which was effected through a complex business transfer of 3 department stores and 14 hypermarket stores, marked one of the largest business transfer deals completed in Korea. The firm’s advisory team was composed of Jay Ahn, Young Man Huh and Jong Hyun Park.

Kim & Chang has also advised JDS Uniphase Corporation (JDSU), a provider of communications test and measurement solutions and optical products for telecommunications service providers and cable operators, in respect of its acquisition of the network solutions communications test business of Agilent Technologies Inc, a measurement company engaged in providing bio-analytical and electronic measurement solutions. It is expected that the acquired business will be integrated into the existing solutions division of JDSU’s Communications Test and Measurement business segment and will expand JDSU’s communications test position. The firm’s advisory team was composed of Milosz Zurkowski, Heung Suk Oh and Jae Hee Kim.

King & Wood has advised issuer COSTIN New Materials Group Limited (COSTIN) on both PRC and Hong Kong law in respect of its global offering and listing on the HKSE on 21 June 2010. The HKSE listing followed after an initial global offering of 240 million shares (comprising 200 million new shares and 40 million sale shares) which raised gross proceeds of approximately HKD571.2 million (US$73.4m). COSTIN is principally engaged in the research and development, production and sales of non-woven fabrics and chemical fibres in the PRC. Hua Lei and Dr Sheldon Tse led the firm’s advisory team. A team from Appleby led by Tan Li Lee acted as Cayman Islands counsel for COSTIN.

Mallesons Stephen Jaques has acted for Telstra in respect of its deal with NBN Co to help build the national broadband network (NBN). The transaction, if completed, will deliver to Telstra value of around A$11 billion (US$9.6b). NBN Co will pay Telstra to decommission its fixed line broadband networks as the NBN is rolled out, and to use Telstra’s duct and backhaul infrastructure for the new network. The separation of Telstra on this basis will allow it full access to critical 4G spectrum auctions. In addition, the Commonwealth Government has agreed to important regulatory changes, including removing certain universal service costs from Telstra. The firm’s Melbourne-led team included partners Neil Carabine, Renae Lattey, Luke Waterson and Justin Cherrington.

Maples and Calder has acted as Cayman counsel to Asian Capital Holdings Limited (Asian Capital) in respect of its listing on the Growth Enterprise Market of the HKSE on 18 June 2010. Asian Capital is principally engaged in corporate finance advisory services with a primary focus on companies listed in Hong Kong. The estimated proceeds of HK$49.8 million (US$6.4m) from the placing will be used as revolving capital to support further fund raising and investment activities. Greg Knowles led the firm’s advisory team. Troutman Sanders acted as onshore counsel to Asian Capital.

Nishith Desai Associates has acted as legal and tax counsel to the investors in respect of the issuance by Ultra Space Developers Private Limited (a Wadhawan Group entity engaged in the construction and development of real estate projects) of certain securities on a private placement basis. The deal is valued at approximately INR1.75 billion (US$38m).

Rajah & Tann LLP is advising Oversea-Chinese Banking Corporation Limited (OCBC), the owner of the site formerly occupied by Specialists’ Centre and Hotel Phoenix, in respect of the acquisition of two special purpose vehicles (SPVs) incorporated by the United Engineers Limited Group (UEL), for the development and construction of a hotel cum retail mall on the site. The development works are being undertaken by the SPVs in accordance with a series of project agreements, principally the License and Development Agreement entered into between OCBC and UEL. The project also involves the structuring and negotiation of arrangements to be entered into between OCBC and an international hotel chain operator in respect of the hotel. The value of the transaction, which was announced on 7 June 2010, is estimated to be in the region of S$550 million (US$397m). Partners Goh Kian Hwee, Serene Yeo and Cheng Yoke Ping led the firm’s advisory team.

Shin & Kim has advised the underwriters – composed of Korea Investment & Securities, Goldman Sachs, Merrill Lynch, Morgan Stanley, Shinhan Investment, Samsung Securities, Tong Yang Securities, KB Investment & Securities and Nomura International – in respect of the KRW4.89 trillion (US$4.4b) IPO of Samsung Life Insurance Co Ltd. The offering consisted of a public offering in Korea and a Rule 144A and Regulation S issuance outside Korea, followed by the listing on the Korea Exchange. The IPO is the largest offering made by a Korea insurance company to date. Partners Woong-Soon Song, Sang Man Kim and Tae Yong Seo led the transaction.

Shin & Kim has also represented the Public Officials Benefit Association (a Korean government officials mutual benefit organisation) in respect of the acquisition from Deka Real Estate ABS SPC Korea LLC of a 20-storey office building known as Eugene Investment & Securities Building in Yoido, Seoul. The sale and purchase agreement was executed and closed on 31 May 2010. The purchase price of the building is approximately KRW181.4 billion (US$151m). Yong Woo Lee, Hyun Sik Shin, and Jangwon Seo of the firm’s real estate practice group led the transaction.

Stamford Law has advised Singapore-based Derma Rx Asia Pacific Pte Ltd (Derma Rx) in respect of its acquisition by Kaya Ltd (Kaya), the skincare solutions unit of Indian personal care products maker Marico Ltd (Marico). Kaya currently operates in India and the Middle-East, and the acquisition will allow Marico to gain access to a range of skin care products and establish a presence for Kaya in the South East Asia region. Derma Rx, which sells its products through its three clinics in Singapore and one in Kuala Lumpur, has a customer base of around 37,000 people and generates an estimated turnover of INR500 million (US$10.9m) annually. Director Bernard Lui led the team.

Stamford Law is also acting for environmental protection and waste recovery solutions specialist Sino-Environment Technology Group Limited (Sino-Environment) in respect of a judicial management which was approved by the High Court on 4 June 2010. Ernst & Young partners Seshadri Rajagopalan and Angela Ee were appointed as the interim judicial managers for Sino-Environment on 13 May 2010 and subsequently as the judicial managers on 4 June 2010. Sino-Environment, which reportedly possesses net assets of US$61.1 million, is widely recognised in the PRC’s coastal, central and western provinces. Directors Ashok Kumar and Soh Chun Bin led the team.

Soewito Suhardiman Eddymurthy Kardono (SSEK) has advised PT Molindo Raya Industrial (Molindo) in respect of its group restructuring prior to its anticipated IPO on the Indonesian Stock Exchange, which is expected at the end of June. Molindo is an ethanol manufacturer which had previously purchased the raw materials from third party suppliers, and the group is raising capital to purchase sugar plantations to build an integrated ethanol production facility. The 650 million shares are already more than 30 percent fully subscribed by institutional investors. The firm’s capital markets expert Mohamad Kadri led the transaction.

Watson, Farley & Williams LLP has acted for the Fortis Bank (Nederland) NV Singapore Branch and its syndicate of junior and senior lenders in respect of a senior and junior post delivery loan facility of up to approximately US$100 million to two single purpose ship-owning companies, established under the Korean Development Bank Shipping Program. The facility is intended to finance the acquisition of two capesize class dry bulk carriers. Each borrower is controlled by an investment trust established under the Financial Investment Services and Capital Markets Act of Korea. Each investment trust made an investment to the relevant borrower, thus enabling the investment trust to participate in the earnings and capital gains generated by such borrower’s ship during the tenor of investment. The firm’s advisory team was led by partner Madeline Leong.

Weerawong, Chinnavat & Peangpanor Ltd has acted as legal counsel to Minor International Public Company Limited in respect of the issuance of Baht 2.5 billion (US$75.8m) unsecured debentures. Bank of Ayudhya Public Company Limited and KASIKORNBANK Public Company Limited were the underwriters for the issuance, which closed in May 2010. The transaction was led by partner Peangpanor Boonklum.

Weil, Gotshal & Manges LLP has represented global private equity investor WL Ross & Co LLC in respect of the sale of its approximate 30 percent stake in SpiceJet Ltd – India’s second largest budget airline – to Kalanithi Maran, the chief executive of leading media group Sun TV Network Ltd, for US$127 million. The firm’s team was led by Akiko Mikumo in Hong Kong. AZB & Partners also advised the company on the sale, led by partners Rajendra Barot and Srinath Dasari.

WongPartnership LLP has acted for Swiber Holdings Limited (SHL) in respect of the disposal of its 100 percent stake in SHL’s indirect wholly-owned subsidiary, Samson Oceanic Pte Ltd, to Enzer Corporation Ltd. The stake had previously been held by SHL through another wholly-owned subsidiary, Swiber Engineering Limited, Partners Vivien Yui and Chong Hong Chiang acted on the matter.

WongPartnership LLP has also acted for the Land Transport Authority in respect of its acquisition of 100 percent of the share capital of Transit Link Pte Ltd from the previous shareholders SMRT Trains Ltd and SBS Transit Ltd. Partners Mark Choy and Owyong Eu Gene acted on the matter.

In addition, WongPartnership LLP has acted for Asia Power Corporation Limited in respect of its acquisition of an additional effective equity interest of 52 percent in the registered capital of Kaixin. The Kaixin group of companies controls and operates two hydropower plants and has investment stakes in three other hydropower plants in the PRC. Partner Vivien Yui acted on the matter.

Finally, WongPartnership LLP has acted for Boustead Singapore Limited – a progressive global infrastructure-related engineering services and geo-spatial technology group listed on the SGX-ST – in connection with its proposed acquisition from Giant Delight Holdings Limited of 1 percent redeemable convertible notes of Bio-Treat Technology Limited (Bio-Treat), which are convertible into more than 854 million ordinary shares in the capital of Bio-Treat. Partners Ng Wai King, Alvin Chia, Gerry Gan and Dawn Law acted on the matter.