Deals – 23 June 2011

Allens Arthur Robinson has also advised Western Australia-based not-for-profit health fund HBF in respect of the sale of its general insurance business to CGU. The deal was announced on 14 June 2011. HBF has more than 900,000 members. CGU is a division of IAG, Australia’s second-largest insurance group. Under the deal, HBF will move from manufacturing general insurance products to solely distributing them. CGU, with its advantages of scale, will provide the general insurance products. Partner Tim Lester led the transaction. CGU was advised by DLA Piper Australia.

AZB & Partners has advised Matrix Partners India Investment Holdings LLC in respect of its approximately US$11 million investment in the shares of education services provider Maharana Infrastructure and Professional Services Private Ltd. Partner Abhijit Joshi led the transaction which was completed on 5 April 2011.

AZB & Partners has also advised TPG STAR SF Pte Ltd in respect of its acquisition of approximately five million convertible shares, representing approximately 21 percent of the share capital, of AGS Transact Technologies Ltd, and its purchase of approximately 820,000 equity shares, representing 3.36 percent of share capital on a fully diluted basis, held by one of the promoters. The deal was valued at approximately US$42 million. Partner Abhijit Joshi also led the transaction which was completed on 7 June 2011.

Baker & McKenzie has represented Solarta Co Ltd (Solarta) in respect of contracts negotiation in relation to the development, construction and financing of eight solar farm projects with a combined capacity of 34.25 MW in Ayudhaya, Suphanburi and Nakorn Pathom provinces, Thailand. The development of the eight solar farms will cost a combined THB4.4 billion (US$144.5m), 75 percent of which will be financed by loans from KASIKORNBANK Public Company Ltd and Bangkok Bank Public Company Ltd while the balance will be from equity. The first of the eight solar farms began operation recently, and the remaining seven are expected to be completed by end of this year. Solarta is a JV between SET-listed Ratchaburi Electricity Generating Holding Plc, Thailand’s largest private power producer, and Yanhee Solar Power Co Ltd. Partner Vit Vatanayothin led the transaction. Lenders were represented by Chandler & Thong-ek.

Baker & McKenzie has also advised KASIKORNBANK and Bangkok Bank in respect of a THB7.9 billion (US$260m) syndicated loan for Amata B Grimm Power Ltd for the development and financing of two gas-fired power plants, Rayong 1 and Rayong 2, in Rayong Province, Thailand. The two power plants are scheduled to be in operation by 2013 and will provide electricity to the Electricity Generating Authority’s power grids and manufacturing plants in Amata City Industrial Estate in Rayong. Partner Vit Vatanayothin led the transaction. Clifford Chance acted for Amata B Grimm Power Ltd.

Clayton Utz is advising ASX-listed data network provider Amcom Telecommunications Ltd in respect of the sell-down and distribution of its 23.4 percent shareholding in ASX-listed internet service provider iiNet Ltd. The transaction involves the sale by Amcom of 4.5 million of the 35.5 million shares it held in iiNet, and the proposed in specie distribution of its remaining shareholding (approximately 31 million shares) to its shareholders, which is subject to shareholder approval. The transaction is part of Amcom’s strategy to consolidate its share capital and provide the company with working capital to fund future growth. Partner Mark Paganin leads the transaction.

Clayton Utz is also advising SGX-listed Noble Group Ltd subsidiary Jonesville Ltd in respect of its A$133 million (US$141.3m) takeover bid for iron ore miner Territory Resources Ltd (Territory). Noble has offered to acquire up to 100 percent of the fully paid ordinary shares in Territory for A$0.50 (US$0.53) cash per share by way of an unconditional on-market takeover offer. Partner Matt Johnson leads the transaction.

Clifford Chance has advised APA Group, Australia’s largest natural gas infrastructure business, in respect of its acquisition of 100 percent of the Amadeus Gas Pipeline (AGP) for approximately A$63 million (US$67m). AGP delivers gas to Darwin from the gas fields in Palm Valley near Alice Springs, some 1,600km away. This, coupled with the development of the Bonaparte and Wickham Point pipelines in the Northern Territory, brings APA Group’s investment in the Northern Territory to several hundreds of millions of Australian dollars. Partner Mark Pistilli led the transaction.

Clifford Chance has also advised HKSE-listed eSun Holdings Ltd (eSun) and its subsidiary East Asia Satellite Television (Holdings) Ltd (East Asia) in respect of the sale of East Asia’s 60 percent interest in Cyber One Agents Ltd, which indirectly holds the rights to develop the Macao Studio City project on the Cotai Strip, Macau. The buyer is an affiliate of Melco Crown Entertainment Ltd and the aggregate consideration for the disposal is approximately US$306.9 million, with completion of the transaction conditional on the approval of eSun’s shareholders. The firm also acted as counsel for eSun and East Asia in ongoing litigation with their joint venture partner over the development of Macao Studio City, which will be settled in full without any admission of liability on completion of this transaction. Partners Simon Cooke, Neeraj Budhwani and Martin Rogers led the transaction.

Colin Ng & Partners has advised the management shareholders in i-POP Networks Pte Ltd, an Asia based mobile services provider, in respect of the acquisition of the company for shares in InternetQ, a European provider of mobile marketing and digital entertainment listed on AIM in London. Partner Bill Jamieson led the transaction.

Colin Ng & Partners is also advising container terminal operator Portek International Ltd in respect of the voluntary conditional cash offer announced by ICTSI Far East Pte Ltd on 1 June 2011. The value of the transaction is approximately S$190 million (US$154.4m). Partners Elaine Beh, Bill Jamieson and Ong Wei are leading the transaction.

Fangda has represented Home Inns & Hotels Management Inc in respect of its acquisition of 100 percent equity interest in Motel 168 International Holdings Ltd. Both of them are leading PRC companies in the hotel management and franchising industry. The deal was announced on 27 May 2011 and was valued at approximately US$470 million. The firm’s team was led by partners Jonathan Zhou and George Xu.

Freshfields Bruckhaus Deringer has advised Samsonite, the world’s largest travel luggage company, in respect of its US$1.25 billion global offering of shares and listing on the HKSE. Samsonite was acquired by CVC Capital Partners in 2007. Partners Stuart Grider and Teresa Ko led the transaction.

Gide Loyrette Nouel is advising Crédit Agricole Corporate & Investment Bank (CACIB) in respect of its partnership with CITIC Securities (CITICS) which will make CITICS a minority shareholder of CLSA and Crédit Agricole Cheuvreux (Cheuvreux) by taking a 19.9 percent equity stake in each for an aggregate consideration of US$ 374 million. These investments will be purchased from CACIB, which will prevail as the controlling shareholder of CLSA and Cheuvreux. CACIB and CITICS contemplate combining Cheuvreux, the market leading pan-European equity research and broking business, with CLSA’s leading equity research and investment banking business in Asia and the United States to create a leading research driven agency only equity house. Closing is subject to regulatory approvals and other customary conditions and is expected to occur before 31 December 2011. Partner Guillaume Rougier-Brierre led the transaction with the support of Cleary Gottlieb Steen & Hamilton on certain US regulatory and governance issues. CITICS is advised by Skadden, Arps, Slate, Meagher & Flom (Hong Kong).

J Sagar Associates has advised Saint-Gobain Glass India Ltd, a leading manufacturer of glass in India, in respect of its acquisition by way of slump sale of the float glass business of Sezal Glass Ltd at Jhagadia, Dist Bharuch, Gujarat. Partners Sandeep Mehta and Jay Gandhi led the transaction. Rajani Associates, led by partner Prem Rajani, advised Sezal Glass Ltd.

J Sagar Associates has also advised GlobalLogic US, a leader in software R&D services, in respect of the acquisition of Rofous Software, a product and content engineering company with offices in Milpitas, California, Redmond, Washington and Hyderabad. The partnership will expand GlobalLogic’s footprint in India and help extend its leadership position by adding content engineering to its expanding portfolio of software R&D service offerings. Partners Lalit Kumar and Trisheet Chatterjee led the Indian leg of the acquisition.

Khaitan & Co has advised Tod’s Hong Kong Ltd and TOD’S International BV in respect of Bhukhanvala Holdings Private Ltd’s exit as joint venture partner, and the new joint venture between TOD’S Hong Kong Ltd, TOD’S International BV and Ekta K Securities & Investment Private Ltd. Tods’ is an Italian fashion company with an international presence. Director Ketan Kothari led the transaction.

Khaitan & Co has also advised Avendus Capital Private Ltd in respect of the sale of a minority stake in Avendus PE Investment Advisors Pvt Ltd to Apurva Patni and also the engagement to provide portfolio management services. The deal was valued at approximately US$9.5 million. Avendus Group is a leading provider of financial services, with an emphasis on customized solutions in the areas of financial advisory, capital markets, wealth management and alternative asset management to its clients that include institutional investors, corporates and high net worth families. Partner Haigreve Khaitan led the transaction.

King & Wood has provided PRC law advice for the underwriters in respect of Perennial China Retail Trust’s (PCRT) SGX listing which raised approximately S$776.16 million (US$630.6m) on 9 June 2011. PCRT is Singapore’s first pure-play PRC retail development trust listed on the main board of the SGX. The transaction was led by partners Zhao Xiaohong and Mu Peng.

King & Wood has also advised Taomee Holdings Ltd in respect of its issuance of approximately 7.2 million American Depositary Shares (ADS) on the NYSE which raised US$64.7 million. Established in October 2007, Taomee’s website is China’s leading entertainment site for children. Taomee operates interactive entertainment products, including China’s leading virtual communities such as Mole’s World, Seer, and Gong Fu Pai, along with other subscription based online entertainment products for children. Taomee presently has more than 200 million registered accounts (including 27.3 million active users), making it one of the world’s largest children’s entertainment platforms. Partners Stanley Cha and Mu Peng led the transaction whilst Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel and Latham & Watkins acted as US counsel. Davis Polk & Wardwell acted for the underwriters represented by Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.

Maples and Calder has acted as Cayman Islands counsel for Homeware Investment Holdings Ltd (Homeware), Decor Investment Holdings Ltd (Decor), Decorative Arts Holdings Ltd (Decorative Arts) and Citigroup Venture Capital International Ltd (adviser of the fund which manages Homeware, Decor and Decorative Arts), in respect of a voluntary conditional cash offer by Homeware, Decor, Decorative Arts and certain key shareholders of Passion Holdings Ltd for all the issued and paid-up ordinary shares in the capital of SGX-listed Passion Holdings Ltd. Homeware, Decor and Decorative Arts are all Cayman Islands companies. The total offer value was approximately S$101 million (US$82m). Allen & Gledhill acted as Singapore counsel on the transaction.

Paul, Hastings, Janofsky & Walker has advised Energy Development Corporation (EDC), the Philippines’ leading producer of geothermal energy, in respect of its new S$75 million (US$61m) term loan facility provided by International Finance Corporation (IFC). The new loan has a tenor of 15 years and the proceeds will be used by EDC to finance its medium-term capital expenditure program. This new loan follows a PHP4.1 billion (US$95m) term loan provided by IFC in 2008, on which the firm also advised EDC. Partner Patricia Tan Openshaw led the transaction.

Rajah & Tann is advising SGX-ST listed property developer GuocoLand Ltd in respect of the participation by the Employees Provident Fund of Malaysia (EPF), a Malaysian pension fund, for a 20 percent stake in a mixed-use development project in Singapore’s downtown area. The deal was announced on 16 June 2011 and is valued at approximately S$113 million (US$91.8m). Guocoland group previously acquired the site for approximately S$1.7 billion (US$1.38m) pursuant to a tender awarded by the Urban Redevelopment Authority of Singapore. The development cost of the project is reported to be approximately S$3.2 billion (US$2.6b). Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih led the transaction.

Shook Lin & Bok’s Singapore office has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Cache Logistics Trust (Cache), in respect of the acquisition of a chemical warehouse facility in Shanghai by Cache from CWT Ltd through an acquisition and leaseback arrangement for approximately RMB72.4 million (US$11.2 million). Partner Tan Woon Hum led the transaction.

Slaughter and May Hong Kong has provided Hong Kong legal advice to Evercore Partners Inc (Evercore) in respect of its proposed acquisition of The Lexicon Partnership, a leading independent UK-based investment banking advisory firm. Under the terms of the sale and purchase agreement, Evercore will pay approximately £86 million (US$138.65m) in cash and shares. The transaction is expected to close in the third quarter of 2011. Partner Jason Webber led the transaction.

Slaughter and May Hong Kong has also advised MTR Corporation in respect of its first Renminbi-denominated bond issue in Hong Kong. The RMB1 billion (US$154m) two-year ‘dim sum’ bond is issued by MTR Corporation (CI) Ltd under its US$3 billion debt issuance programme and is fully guaranteed by MTR Corporation Ltd. Launched on a private placement basis, the bond will carry an annual coupon of 0.625 percent, payable semi-annually with a maturity date of 17 June 2013. The bond issue, announced on 2 June 2011, provides cost effective financing for MTR’s railway project in Shenzhen, China. Partner Laurence Rudge led the transaction.

Watson, Farley & Williams’ Bangkok office has advised optical material and equipment manufacturer Indelor Lens (Thailand) Co Ltd in respect of the sale of its lens manufacturing operations in Thailand to Vision-Ease Lens (VEL), a US multi-national corporation based in Bangkok. VEL, a designer, manufacturer and distributor of ophthalmic lenses, purchased the 40,000 square foot plant built to European standards from Indelor to expand its ability to manufacture advanced technology and premium specialty cast resin products. The transaction was led by Christopher Osborne.

Watson, Farley & Williams’ Singapore office has also acted as lead and English counsel for a syndicate of international lenders (led by ABN Amro Bank NV Singapore Branch as arranger and as security trustee and NIBC Bank Ltd as agent), in respect of the syndicated project loan facilities of up to an aggregate of US$110 million made available by (i) ABN Amro Bank NV Singapore Branch, (ii) NIBC Bank Ltd, (iii) Credit Industriel et Commercial Singapore Branch and (iv) Northern Barge LLC, as lenders (and ABN Amro Bank NV, NIBC Bank NV and Credit Industriel et Commercial Singapore Branch each acting as swap banks) to a joint venture company to part finance various project and construction costs in relation to the heavy lift derrick pipe laying barge with 3,000MT crane. The transaction was led by partner Madeline Leong.

WongPartnership has acted for CapitaLand Ltd in respect of the acquisition of approximately 126.4 million issued ordinary shares representing 40 percent of the total issued share capital of Surbana Corporation Pte Ltd from Temasek Holdings (Private) Ltd, for a total cash consideration of S$360 million (US$292.5m). Partners Shirley Tan, Lau Kiat Wee, Joseph He and Miao Miao acted on the matter.

WongPartnership LLP has also acted for Ascendas Funds Management (S) Ltd, a wholly-owned subsidiary of the Singapore-based Ascendas Group, in its capacity as the Manager of Ascendas Real Estate Investment Trust (A-REIT) in respect of the S$110 million (US$89.4m) acquisition for the 60-year leasehold site at Fusionopolis, a sub-development within the one-north master plan region, where quality research facilities and business parks are developed to support growth in the Biomedical Sciences, Infocomm Technology (ICT), Media, Physical Sciences and Engineering industries. Partner Dorothy Marie Ng acted on the matter.