Deals – 23 May 2013

Allen & Gledhill has also advised Olam International Ltd in respect of its joint venture with Sanyo Foods Co Ltd, a global leader in instant noodles, to manufacture and distribute instant noodles in Nigeria and across sub-Saharan Africa. Sanyo Foods will hold a 25.5 percent equity stake in the joint venture for US$20 million whilst Olam will hold a 74.5 percent equity stake and management control. Partners Prawiro Widjaja and Tang Siau Yan led the transaction.

AZB & Partners has advised Rolta India Ltd in respect of the issue by its subsidiary, Rolta LLC, of US$200 million 10.75 percent senior notes in the international markets. The tenure of the notes, which will be listed on the SGX-ST and are guaranteed by Rolta India Ltd and its subsidiaries, is five years. Barclays, Citigroup, DBS and Deutsche Bank acted as the joint lead managers to the notes offering. Partners Shuva Mandal and Varoon Chandra led the transaction which closed on 16 May 2013.

AZB & Partners has also advised Bain Capital and Golden Gate Capital in respect of their buy-out, with other private equity investors, of BMC Software for approximately US$6.9 billion. Partner Essaji Vahanvati led the transaction which was signed on 8 May 2013 and is yet to be completed.

Clayton Utz has advised ASX-listed integrated waste management and industrial service company Tox Free Solutions Ltd in respect of its acquisition of the assets and business of Wanless Enviro Services Pty Ltd, Smart Skip Pty Ltd and Jones Enviro Services Pty Ltd, and certain assets of Wanless Enviro Asset Management Pty Ltd. The acquisition, which was announced on 30 April 2013, was completed on 17 May 2013. The total cash consideration for the acquisition was A$85 million (US$83.4m). Partner Mark Paganin led the transaction. The firm has also recently advised Tox Free in its A$43 million (US$42.19m) institutional placement to partly fund the acquisition.

Clifford Chance has advised the 21 joint book-runners in respect of China Galaxy Securities’ US$1.07 billion IPO on the HKSE. Joint global coordinators for the deal were Goldman Sachs, JP Morgan, China Galaxy International Securities Hong Kong Ltd, ABCI Capital Ltd and Nomura. The company sold approximately 1.6 billion H shares at HK$5.30 (US$0.68) each. China Galaxy Securities is one of the largest brokerage service providers in China. Partners Tim Wang and Cherry Chan led the transaction.

Jones Day has advised Deutsche Equities, IDFC and Elara Capital in respect of the US$50 million qualified institutional placement (QIP) of equity shares of DEN Networks, pursuant to Section 4(2) and Regulation S. The QIP was contemporaneous with the announcement by DEN Networks regarding a US$110 million proposed preferential allotment to two Singapore based investors. The total size of the transaction is US$160 million and reflects one of the largest capital raisings this year, in India. Partner Manoj Bhargava, assisted by partner Colleen Laduzinski, led the transaction.

Khaitan & Co has advised Kagome Co Ltd in respect of its joint venture with Ruchi Soya Industries Ltd and Mitsui & Co Ltd. The proposed joint venture company (JVC) will be set up in India to manufacture and sell a range of tomato products based on world class technology to be provided by Kagome. Kagome and Mitsui have formed a special purpose vehicle (SPV) outside India to invest in the JVC. Kagome and Mitsui own 66.7 percent and 33.3 percent stake, respectively, in the SPV. Ruchi Soya will hold 40 percent stake in the JVC and the balance will be held by the SPV. Kagome, which has been in the tomato business for over 110 years, pioneered tomato processing in Japan and is presently Japan’s undisputed industry leader in this sector. Partner Vaishali Sharma acted on the transaction.

Khaitan & Co has also advised Aditya Birla Group company Palace Solar Energy Private Ltd in respect of a syndicated rupee term loan facility of INR130 crores (US$23.45m) granted by HDFC Bank Ltd for reimbursement of capital expenditure incurred by the borrower for construction of the 15 MW solar photo voltaic (PV) power plant at Charanka Solar Park, Gujarat. Partner Shishir Mehta acted on the transaction.

Kirkland & Ellis has represented J P Morgan Securities, Merrill Lynch International, CIMB and Mizuho Securities as initial purchasers in respect of the offering of US$600 million 1.875 percent guaranteed senior notes due 2018 by Want Want China Finance Ltd in reliance upon Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes are guaranteed by Want Want China Holdings Ltd, the parent company of the issuer, and are listed on the HKSE. Want Want China Holdings Ltd, listed on the HKSE and a constituent stock of the Hang Seng Index, is one of the largest food and beverage companies in the Greater China region. Partners John Otoshi, Benjamin Su, Dominic Tsun and Angela Russo led the transaction. Maples and Calder, led by partner Greg Knowles, acted as British Virgin Islands and Cayman Islands legal counsel to Want Want China Finance Ltd and Want Want China Holdings Ltd whilst Sullivan & Cromwell acted as Hong Kong and US counsel to the issuer.

Latham & Watkins has advised TBG Global Pte Ltd, a wholly-owned Singapore subsidiary of Indonesian telecommunications infrastructure provider PT Tower Bersama Infrastructure Tbk, in respect of its debut offer of US$300 million 4.625 percent senior unsecured notes due 2018 listed on the SGX-ST. Partners Michael Sturrock and Sharon Lau led the transaction.

Mayer Brown has advised IT Ltd in respect of its debut renminbi (RMB)-denominated bond issue of CNY1 billion (US$163m). Interest on these senior notes is payable semi-annually at the rate of 6.25 percent before they mature in 2018. The net proceeds of the offering are to be used for general corporate purposes, including but not limited to capital expenditure, refinancing existing indebtedness and general working capital. IT Ltd is a leading fashion retailer in Hong Kong and the PRC which offers a diverse range of apparel products targeting different consumer segments. Partners Jason Elder, Jeckle Chiu and Phill Smith led the transaction.

Paul Hastings is representing Nomura, Bank of Taiwan, Cathay United Bank Co LTD, ICBC International Capital Ltd and Maybank Investment Bank Berhad as mandated lead arrangers in respect of the US$330 million debt financing for AsiaInfo-Linkage Inc’s take-private acquisition by a consortium led by Chinese private equity company CITIC Capital Partners in an all-cash deal valued at approximately US$890 million. The private investor consortium, which is led by CITIC Capital Partners and includes Temasek, will provide the equity investment for the transaction. Bank of Taiwan, Cathay United Bank Co LTD, ICBC International Capital Ltd, Maybank Investment Bank Berhad and Nomura International (Hong Kong) Ltd will arrange a debt facility amounting to US$330 million to support the take-private transaction. Partner Brett W King, supported by partner Alexander Lee, is leading the transaction which has been approved by the special committee of independent directors but remains subject to approval by the company’s shareholders. Akin Gump, led by partner Greg Puff and supported by partner Zach Wittenberg, is advising CITIC PE.

Rajah & Tann is advising SGX-ST listed Sino Construction Ltd in respect of its S$3.46 million (US$2.74m) placement of shares for the capitalisation of amounts owing to debtors as well as the fresh injection of funds from its controlling shareholder. Sino Construction and its subsidiaries are principally engaged in building construction and civil engineering activities in Daqing City in the PRC. Partners Chia Kim Huat and Danny Lim are leading the transaction which was announced on 16 May 2013. It is yet to be completed.

Ropes & Gray is representing the Blackstone-led buyer group consortium in respect of the going private transaction of China-based Pactera Technology International Ltd. The buyer consortium, which made its formal proposal to the Pactera board on 20 May 2013, is led by an affiliate of funds managed or advised by Blackstone and joined by several senior management members of Pactera, including its non-executive chairman, its chief executive officer and its executive committee members. Partners Gary Li, Paul Boltz, David Chapin and James Lidbury are leading the transaction.

Shearman & Sterling is advising Oki Electric Industry Co Ltd in respect of its strategic partnership with Itautec SA, the banking and retail automation and services business controlled by ITAÚSA–Investimentos Itaú SA. The partnership involves the acquisition by Oki of 70 percent of a newly created Brazilian entity that will hold the automation and services business of Itautec, with the remaining 30 percent continuing to be held by Itautec. The automation and services business of Itautec includes a manufacturing facility in Brazil, service sites throughout Brazil and sales and services operations in several countries in Latin America and Europe. The transaction is subject to customary conditions, including regulatory approvals, and is expected to close by the end of December 2013. Partner Kenneth Lebrun piloted the transaction.

Shearman & Sterling has also advised Acquity Group Ltd, a Cayman company listed on NYSE Amex, in respect of its acquisition by an affiliate of Accenture Plc which values Acquity’s equity at approximately US$316 million. Upon completion of the transaction, Acquity’s ADSs will no longer be listed on NYSE Amex. Acquity is a leading global digital marketing company, creating award-winning digital experiences for global brands. Accenture is a global management consulting, technology services and outsourcing company, with approximately 261,000 people serving clients in more than 120 countries. Partners Lee Edwards, Alan Seem, Richard Hsu, Laurence Crouch, Alan Goudiss and Paula Anderson spearheaded the transaction.

Shook Lin & Bok is acting for JP Morgan (SEA) Ltd, the financial adviser to SGX-listed United Engineers Ltd (UEL) and its wholly-owned subsidiary UE Centennial Venture Pte Ltd in respect of UE Centennial Venture’s mandatory unconditional cash offers for all the issued ordinary stock units and convertible bonds of WBL Corporation Ltd, other than those already owned, controlled or agreed to be acquired by UE Centennial Venture and certain parties acting in concert with it, which value WBL at approximately S$1.25 billion (US$986.5m) based on an offer price of S$4.50 (US$3.55) per WBL share. This was a competitive takeover whereby UEL made a rival bid against The Straits Trading Company Ltd for WBL. Partners David Chong and Ho Ying Ming are advising on the transaction.

Slaughter and May has advised a Hong Kong investment vehicle in respect of the acquisition of en bloc retail and office premises on Oxford Street, London W1 from Amsprop, the property investment company and William Watson, drove the transaction.

White & Case has advised Deutsche Bank in respect of a US$365 million offering by PT MNC Investama Tbk of 5.875 percent senior notes due 2018. This is the company’s debut offering of high yield bonds in the international markets and is one of the only high yield bonds to be issued by an Asian conglomerate. The company, formerly named PT Bhakti Investama Tbk, is a holding company of businesses in media, financial services, energy and natural resources, property and infrastructure development and investment. Proceeds will be used to refinance indebtedness, to partially fund the acquisition of shares of MNC Land and for general corporate purposes. The firm also advised Deutsche Bank on a related bank financing provided to the company. Partners Anna-Marie Slot and Kate Allchurch led the transaction.

WongPartnership is acting for UOL Group Ltd and Pan Pacific Hotels Group Ltd in respect of the proposed voluntary delisting of Pan Pacific and the cash offer by UOL to acquire all the issued ordinary shares in the capital of Pan Pacific other than those shares already held directly or indirectly by UOL. The offer price values Pan Pacific at approximately S$1.5 billion (US$1.18b). Partners Ng Wai King, Andrew Ang and Milton Toon led the transaction.

WongPartnership is also acting for Ascendas Hospitality Fund Management Pte Ltd, in its capacity as manager of Ascendas Hospitality Real Estate Investment Trust (A-HREIT), in respect of the acquisition by The Trust Company (Asia) Ltd, as trustee of A-HREIT (REIT Trustee) of Park Hotel Clarke Quay, Singapore for S$300 million (US$240m). The hotel will continue to be operated by the Park Hotel Group and, in this regard, the REIT Trustee has entered into a conditional master lease agreement with Park Hotel CQ Pte Ltd pursuant to which the hotel shall be leased to Park Hotel CQ for an initial term of 10 years with an option to extend for five more years upon obtaining the parties’ mutual consent. Partner Monica Yip led the transaction.