Deals – 24 November 2011

Allen & Gledhill has advised Julius Baer Group Ltd (JBG) in respect of its acquisition of the Asian private wealth business of Macquarie Group Ltd (Macquarie). JBG also entered into a strategic collaboration with Macquarie, under which JBG will refer clients’ investment banking transactions to Macquarie, and Macquarie will refer clients who require private banking services to JBG. Partners Tan Su May, Francis Mok and Sunit Chhabra led the transaction.

Allen & Overy has advised the US$ offshore lenders (comprising of Asian Development Bank, Japan Bank for International Cooperation and Mizuho Corporate Bank Ltd) and THB onshore lenders (consisting of KASIKORNBANK Public Company Ltd and The Siam Commercial Bank Public Company Ltd) in respect of the US$1.184 billion project financing of a 1,600-megawatt, combined-cycle natural-gas-fired power plant in Saraburi, Thailand. The deal marks the first large IPP project to reach financial close in Thailand since the 2008 global economic crisis. The project financing breaks new ground by bringing together Thai and international banks to perform roles traditionally performed by international banks in similar size and complexity. The total project cost is approximately US$1.6 billion with equity being invested from Gulf JP Company Ltd which is majority-owned by Electric Power Development Company Ltd, Japan’s largest wholesale power supplier. Financial close is scheduled to take place on 1 December 2011. Partner Adam Moncrieff led the transaction.

AZB & Partners has advised International Finance Corporation (IFC) and Tata Capital Ltd (TCL), a subsidiary of Tata Sons Ltd, in respect of IFC’s acquisition of 19.5 per cent and TCL’s acquisition of 80.5 per cent in Tata Cleantech Capital Ltd, a company which provides financing and advisory services in the areas of renewable energy, climate change, energy efficiency, water management and similar activities. Partner Gautam Saha led the transaction which was signed on 19 November 2011 and is yet to be completed.

AZB & Partners has also advised certain entities of the Murugappa group, including Carborundum Universal Ltd, in respect of the sale of 100 percent of their shares in Laserwords Private Ltd to SPi Technologies India Private Ltd for approximately US$22.64 million. Partners Darshika Kothari and Anind Thomas led the transaction which was signed on 20 October 2011 and completed on 4 November 2011.

Clifford Chance has advised NWS Holdings and New World Development in respect of the signing of a sale and purchase agreement on the acquisition of 75 per cent of Widefaith Group Ltd, which has an indirect stake in the company engaged in the operation of the Hangzhou Ring Road. The deal represents the final part of a four stage acquisition, totalling an aggregate of 95 per cent effective interest in the Hangzhou Ring Road. This final stage of the acquisition is worth over US$400 million, taking the aggregate value of the deal to more than US$1 billion. Partner Cherry Chan led the transaction.

Conyers Dill & Pearman has advised Victor Soar Ltd in respect of its debut issue of bonds due 2014 on 10 November 2011. The bond is guaranteed by Tsinlien Group Company Ltd and raised CNY1.3 billion (US$203m) at 5.75 per cent. Citic Bank International, DBS Bank, Deutsche Bank, JPMorgan, Standard Chartered Bank, UBS, Wing Lung Bank and Goldman Sachs International are joint bookrunners and joint lead managers. Anna Chong led the transaction whilst Mayer Brown JSM provided Hong Kong law advice to Tsinlien Group Company Ltd and Victor Soar. Linklaters and Jingtian & Gongcheng advised the joint lead managers and the trustee on Hong Kong and PRC law, respectively.

Khaitan & Co has advised Mahindra Ugine Steel Company Ltd (MUSCO) in respect of the slump sale of its steel business into its new 100 per cent owned subsidiary. Sanyo Special Steel Co Ltd (Sanyo) and Mitsui & Co Ltd (Mitsui) will invest in the JV company. Post consummation of the transaction, Musco, Sanyo and Mitsui will hold 51 per cent, 29 per cent and 20 per cent equity stake, respectively, in the JV company. Partner Vaishali Sharma advised the client on the transaction.

Khaitan & Co has also advised GTCR in respect of the Indian leg of the transaction involving purchase of intellectual property of Exploretrip website from Metaminds Software Solutions Ltd India and on the acquisition of ExploreTrip Inc US. The firm also advised GTCR on the Indian leg of the transaction involving the acquisition of SkyLink US, SkyLink Canada, Touram IT Private Ltd India and SkyLink Airline Ticket Centre Private Ltd India. Partners Aakash Choubey and Sanjay Sanghvi and executive director Dinesh Kumar Agrawal advised the client on the transaction.

KhattarWong is acting as Singapore counsel for PT Borneo Lumbung Energi & Metal (Borneo) in respect of its US$1 billion proposed acquisition of approximately 23.8 per cent stake in Bumi Plc (Bumi), a leading natural resources company listed on the LSE, from PT Bakrie & Brothers Tbk (Bakrie) and Long Haul Holdings Ltd. The transaction by way of a sale and purchase agreement values Bumi’s shares at approximately ₤10.91 (US$17) each at announcement date, a premium of approximately 46 per cent to the closing price of Bumi’s shares on the LSE on 31 October 2011. The acquisition was announced on 1 November 2011 and, subject to relevant approvals being obtained, is expected to complete in December 2011. Partner Perry Yuen led the transaction.

Mallesons Stephen Jaques has advised global private hospital operator Ramsay Health Care (Ramsay) in respect of a new A$2 Billion (US$1.94b) debt facility with a syndicate of banks led by ANZ, NAB and Westpac. The new debt facility is unsecured and consists of three year and five year tranches of A$, Sterling and Euro currencies. Ramsay’s existing debt facility, which matures in November 2012, will remain in place until the first draw down is made under the new debt facility to refinance the existing facility. Ramsay may make the first drawn down on or prior to 1 May 2012. The terms of the 3-year and 5-year tranches will commence from the date of the first draw down. Partner Scott Gardiner led the transaction. Allens Arthur Robinson, led by partner Richard Gordon, advised the syndicate of banks.

Mallesons Stephen Jaques has also acted for Credit Suisse as the underwriter in respect of Bluescope Steel’s A$600 million (US$581.4m) capital raising. The raising is being done through a four-for-five rights issue and has been priced at A$0.40 (US$0.39) a share. Partners David Friedlander and Meredith Paynter led the transaction. Blakes acted for Bluescope.

Norton Rose Group has advised the Republic of Indonesia in respect of its landmark international sukuk issuance. The US$1 billion issuance, which closed on 21 November 2011, was structured as a sukuk al ijara (sale and lease back) and has a maturity of seven years, with periodic distributions of four per cent per annum. The issuance was governed by English law and structured as a Shariah-compliant issuance. It was offered under Rule 144A and Regulation S of the US Securities Act to a broad range of investors based inside and outside the US. Partner Ji Liu led the transaction. Allen and Overy represented Citigroup, HSBC and Standard Chartered Bank as the joint bookrunners and joint lead managers.

O’Melveny & Myers is representing Global Education & Technology Group Ltd, a leading provider of language training, educational courses and test preparation services in China, in respect of its proposed sale to Pearson plc (Pearson), a global media and education company headquartered in London. The parties have entered into a definitive agreement and plan of merger pursuant to which Pearson (through a merger sub) would acquire all outstanding Global Education shares for approximately US$294 million. The transaction remains subject to approval by Global Education’s shareholders and is expected to be completed in the fourth quarter of 2011. The transaction, once completed, will be a landmark for China-based companies that have listed in the United States through a traditional underwritten IPO. Partners David Roberts and Paul Scrivano are leading the transaction.

Paul Hastings has represented Samsung Electronics Co Ltd, a global leader in technology innovation, in respect of the acquisition of Nexus Dx Inc, a provider of cardiac point-of-care testing solutions. Partner Deyan Spiridonov led the transaction. The firm is also advising Samsung on the US$1.375 billion sale of its hard disk drive (HDD) business to Seagate Technology.

Rajah & Tann has advised Imagine Properties Pte Ltd, a wholly-owned subsidiary of BreadTalk Group Ltd (BreadTalk), in respect of BreadTalk’s proposed investment in PRE 8 Investments Pte Ltd (PRE 8) which had entered into an agreement to acquire CHIJMES at a cash consideration of S$177 million (US$134.8m). BreadTalk’s investment is to be via the subscription of S$18 million (US$13.7m) in principal amount of secured fixed rate junior bonds to be issued by PRE 8 and the attached 72 redeemable preference shares in the capital of PRE 8. The junior bonds are to be secured by, inter alia, a mortgage over the property. The payments of principal and interest on the junior bonds will be subordinated to the payments of principal and interest on the external bank borrowings to be obtained by PRE 8. Partners Goh Kian Hwee and Cynthia Goh led the transaction which was announced on 4 November 2011 and is yet to be completed. Allen & Gledhill advised Perennial Real Estate Pte Ltd.

Shearman & Sterling is representing Huawei Technologies Co Ltd (Huawei) in respect of the acquisition of Symantec Corporation’s (Symantec) 49 per cent stake in Huawei Symantec Technologies Co Ltd (JVCO) for US$530 million. JVCO was established in 2008, with Symantec owning 49 per cent and Huawei owning 51 per cent. Upon closing, Huawei will have full ownership of JVCO. The transaction is expected to close in the first quarter of 2012. Huawei is a global ICT solutions provider whilst Symantec is a global player in providing security, storage and systems management solutions. Partner Ling Huang led the transaction.

Shook Lin & Bok’s Singapore office has acted for Asia Environment Holdings Ltd (AEH) in respect of the voluntary conditional offer by Ciena Enterprises Ltd to acquire AEH for approximately S$72.9 million (US$55.5m). Partners Wong Gang and Tan Wei Shyan led the transaction.

Stephenson Harwood is advising Indonesian airline Lion Air in respect of the largest ever airline order for 230 Boeing 737 aircraft (including Boeing’s new 737 MAX aircraft), valued at US$21.7 billion. The deal includes purchase option rights for another 150 aircrafts, which would bring the total value of the order to US$35 billion. The deal overtakes the previous aviation record set earlier this month, when Emirates placed an order for 50 X 777 Boeing aircraft worth US$18 billion. Global head of aviation Paul Ng led the transaction.

Weil, Gotshal & Manges has represented the Special Committee of the Board of Directors of Shanda Interactive Entertainment Ltd, a leading interactive entertainment media company in China, in respect of its going private merger with Premium Lead Company Ltd, which is jointly owned by Tainqiao Chen (chairman of the board, CEO and president of Shanda), his wife Qian Qian Chrissy Luo (a non-executive director of Shanda) and his brother Danian Chen (COO and a director of Shanda). The transaction was structured as a merger pursuant to which Premium Lead will acquire Shanda for US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. The deal marks one of the largest going private transactions of a Chinese business listed in the US. The transaction values Shanda’s equity at approximately US$2.3 billion on a fully diluted basis. Partners Akiko Mikumo and Steve Xiang led the transaction.

WongPartnership has acted for Navis Capital Partners in respect of a managed auctioned process regarding the sale of its stake in King’s Safetywear Ltd, an international manufacturer of industrial safety footwear headquartered in Singapore, to the selected bidder, Honeywell International Inc, a Fortune 100 company, for approximately S$430 million (US$327.7m). Partners Ng Wai King, Vivien Yui and Tay Liam Kheng acted on the matter.

WongPartnership has also acted for Tiger Airways Ltd in respect of its one-for-two rights issue to raise gross proceeds of approximately S$159 million (US$121.2m). Partners Gail Ong and Karen Yeoh acted on the matter.