Deals – 25 August 2011

Allen & Gledhill has advised Pacific One Energy Ltd (POE) in respect of its mandatory conditional cash offer to acquire all the shares of KS Energy Ltd (KSE) not already owned, controlled or agreed to be acquired by POE and its concert parties. The maximum aggregate consideration for the offer is approximately S$350.5 million (US$290.6m), based on the maximum potential issued shares in KSE. In connection with the offer, POE has also made separate offers to acquire all KSE’s outstanding listed warrants and convertible bonds and a proposal to the holders of KSE unlisted warrants to surrender their unlisted warrants in exchange for cash. Partners Andrew M Lim and Christopher Ong led the transaction.

Allens Arthur Robinson has advised Talanx Group, Germany’s third-largest insurance provider and Europe’s eleventh-largest insurance group, in respect of its partnership with Hanoi Stock Exchange-listed PVI Holdings (formerly PetroVietnam Insurance Joint Stock Corporation), the leading non-life and industrial insurer in Vietnam. Under the agreement signed in Hanoi on 17 August 2011, Talanx subsidiary HDI-Gerling Industrie Versicherung AG will acquire a 25 per cent stake of the enlarged share capital of PVI Holdings and will become its foreign strategic insurance partner. Partners Nigel Russell and Marae Ciantar led the transaction which was valued at approximately US$93 million.

Allens Arthur Robinson has also advised an Archer Capital-led consortium in respect of the agreement to sell MYOB Ltd, Australia’s largest independent software vendor, to global private investment firm Bain Capital. The sale will be the biggest private equity transaction of 2011 in the Australian market. Partner Tom Story led the transaction. Bain Capital was advised by Ropes & Gray and Clayton Utz whilst Bain Capital’s financiers were advised by Corrs Chambers Westgarth.

Appleby has acted as BVI counsel for Melco Crown Entertainment Ltd (MCE), a Cayman Islands company listed on NASDAQ, in respect of the acquisition of a 60 per cent equity interest and shareholder loan in the developer of Macau Studio City, a large scale integrated gaming, retail and entertainment resort in Macau. The deal sees MCE acquiring from an affiliate of eSun Holdings Ltd a 60 per cent interest in the Cyber One Group, the developer of Macau Studio City. Partner Judy Lee led the transaction.

Ashurst is acting as lead international counsel for San Miguel Corporation (SMC), one of the leading Philippines conglomerates, in respect of its proposed acquisitions of Esso Malaysia Berhad, ExxonMobil Malaysia Sdn Bhd and Exxonmobil Borneo Sdn Bhd for a total cash consideration of US$610 million. In a sale and purchase agreement signed on 17 August 2011, SMC agreed to acquire 175.5 million ordinary shares representing 65 per cent of the voting shares in Esso Malaysia from ExxonMobil International Holdings Inc (EMIHI) for approximately US$206 million in cash. In two separate sale and purchase agreements, also signed on 17 August 2011, SMC agreed to acquire the entire issued share capital of ExxonMobil Malaysia from Mobil International Petroleum Corporation and the entire issued share capital of ExxonMobil Borneo from EMIHI for approximately US$404 million in cash. Philip Thomson, Edward Bennett and Keith McGuire are leading the transaction.

AZB & Partners has acted for Essar Africa Holdings Ltd in respect of its proposal, through a JV company in partnership with the Government of Zimbabwe, to acquire the steel and mining related assets and liabilities of Zimbabwe Iron and Steel Company and its subsidiaries. Partner Shameek Chaudhuri led the transaction which was valued at approximately US$750 million and was completed on 2 August 2011.

Clayton Utz is advising Pacific Equity Partners and Unitas as major shareholders in respect of the sale of Independent Liquor to Asahi. Partners Philip Kapp and Niro Ananda are leading the transaction. Freehills is advising Asahi.

Clayton Utz is advising ASX-listed nickel producer Minara Resources Pty Ltd in respect of Glencore Investment’s (a wholly owned subsidiary of Glencore International plc) off-market takeover offer for the remaining 27 per cent of shares that it does not currently own in Minara Resources. Glencore has offered minority shareholders in Minara Resources A$0.87cents (US$0.91) per share and has valued Australia’s second largest and one of the world’s top 10 nickel producers at A$1.02 billion (US$1.07b). Partner Mark Paganin is leading the deal.

DLA Piper has advised Good Million Investments Ltd in respect of its HK$292 million (US$37.5m) sale of the entire issued share capital in China Technology Solar Power Holdings Ltd to China Technology Solar Power Ltd (formerly known as Soluteck Holdings Ltd). Partner Esther Leung led the transaction.

Fangda has represented Chinese online video platform Tudou in respect of its US$174 million IPO and listing on NASDAQ. The firm’s team was led by partner Doris Tang.

Freshfields Bruckhaus Deringer has advised Ruen Chen Investment Holdings in respect of its US$2.16 billion acquisition of Nan Shan Life Insurance Co, Taiwan’s third biggest insurer, from American International Group (AIG). The acquisition of AIG’s 97.57 per cent stake in Nan Shan Life was completed on 18 August 2011 after securing the necessary approvals from the Taiwanese Financial Supervisory Commission and other Taiwanese regulators. Partners Heiner Braun and Robert Ashworth led the transaction.

Herbert Smith has advised the joint bookrunners (composed of The Hongkong and Shanghai Banking Corporation Ltd, UBS AG Hong Kong Branch, Citigroup Global Markets Asia Ltd, BNP Paribas Capital (Asia Pacific) Ltd, China International Capital Corporation Hong Kong Securities Ltd, Goldman Sachs (Asia) LLC, and Morgan Stanley Asia Ltd), in respect of the HK$8.2 billion (US$1.1b) IPO of Sun Art Retail Group Ltd (Sun Art) on the HKSE and Rule 144A/Regulation S global offering. Sun Art is the largest hypermarket operator in China. Partners Matt Emsley and John Moore led the transaction.

Khaitan & Co has advised Emami Ltd in respect of the issue of disparagement of its product “Navaratna Cool Talc” sold under the trademark/tag-line “Thanda Thanda Cool Cool” by way of a TV commercial by Vini Cosmetics Private Ltd. The firm secured a favorable ruling from the High Court in Calcutta prohibiting Vini Cosmetics from using the expression which is Emani’s registered trademark. Partner NG Khaitan advised Emami Ltd in respect of the transaction.

Khaitan & Co has advised global financial service provider Standard Chartered Bank in respect of the US$ 95 million and €20 million (US$29m) term loan facility provided to Kotak Mahindra Bank for general corporate purposes. Partner Devidas Banerji advised the client on the transaction.

Latham & Watkins has represented China’s state-owned Bright Food Group (BFG) in respect of its acquisition of a 75 per cent stake in Manassen Foods from CHAMP Private Equity for a total consideration of over US$516 million. The firm also advised BFG on the approximately US$315 million offshore financing facility for funding the acquisition. The transaction, which is currently subject to regulatory approvals including the Australian Foreign Institute Review Board and Chinese regulatory bodies, is expected to close by the end of December 2011. Partner Rowland Cheng led the transaction.

Mallesons Stephen Jaques is advising Brambles, the world’s largest supplier of pallets, in respect of the impending sale of its data storage business, Recall, in a deal which is estimated to raise almost A$2 billion (US$2.1b). The sale of Recall will allow Brambles to focus on its core wooden pallets business. Proceeds will be used primarily to invest in its core pallets business and to reduce debt. Partner Tim Bednall is leading the transaction.

Mallesons Stephen Jaques has acted for ANZ in respect of its offer of convertible preference shares (CPS3), the first public offer of Tier 1 Securities by an Australian bank since the announcement of Basel III capital reforms. It is also the first deal to contain features needed to meet the latest regulatory requirements. Partners Ian Paterson and Jonathan Hamer led the transaction. Freehills acted for the underwriters.

Mayer Brown JSM has advised Phoenix Real Estate Investment Funds in respect of its acquisition of more than 90 per cent of the undivided shares in Arts Mansion, a luxurious apartment building at No.31 Conduit Road, Hong Kong. The joint sale transaction was completed on 12 August 2011. The firm also acted for a number of lenders in a HK$1.9 billion (US$244m) syndicated loan financing of the acquisition. Lenders included Hang Seng Bank, HSBC, Bank of East Asia, Fubon Bank, Dah Sing Bank and Chinatrust Commercial Bank. Partner Peter Ho led the transaction.

Nishith Desai Associates has acted as Indian counsel for MphasiS, a subsidiary of Hewlett Packard, in respect of its acquisition of Wyde Corporation, an insurance software provider with customers in the US, France and Canada.

Paul, Weiss, Rifkind, Wharton & Garrison has acted as lead counsel to Morgan Stanley Private Equity Asia (MSPE Asia) in respect of its agreement to make a US$100 million equity investment for a significant minority ownership stake in China XD Plastics Company Ltd, subject to certain customary closing conditions. The investment by MSPE Asia will help China XD Plastics to expand and further upgrade its production capabilities. Partners Jack Lange, Mark Bergman, Stephen Lamb and Tracey Zaccone led the transaction.

Rajan & Tann has advised Oversea-Chinese Banking Corporation Ltd, as mandated lead arranger and bookrunner, and a syndicate of banks in respect of the S$532 million (US$441m) syndicated senior secured facilities to finance part of the development costs of the project of the borrowers to construct a hotel, a theatre, retail space, a residential development and a retail podium at the Capitol theatre site. Partners Angela Lim and Margaret Chin led the transaction which was completed on 20 July 2011.

Shearman & Sterling has represented The AES Corporation (AES), as the borrower and lead sponsor, in respect of the project financing for the US$1.95 billion 1240 MW coal-fired Mong Duong 2 IPP in northern Vietnam. This will be the first IPP in Vietnam to reach financial close since Phu My 3 in 2003. The financing documents for the US$1.46 billion non-recourse debt facilities were signed on 8 July 201. The financial closing will take place on 24 August 2011. AES is providing 51 per cent of the equity in the project, with Posco Power Corporation of South Korea providing 30 per cent and China Investment Corporation providing the remaining 19 per cent. Partner Bill McCormack led the transaction.

Shook Lin & Bok has acted as Singapore counsel for Sheng Siong Group Ltd, one of Singapore’s largest grocery retailers, in respect of its listing and IPO on the SGX-ST to raise net proceeds of approximately S$62.6 million (US$52m). The offering was oversubscribed with strong interest from retail investors and backed by quality institutional investors. Partner Andrea Chee led the transaction.

Watson, Farley & Williams’ Singapore office has acted as lead counsel to a syndicate of international lenders led by Norddeutsche Landesbank Girozentrale Singapore Branch, as agent and as security trustee, in respect of a K-SURE backed pre and post delivery loan facility of up to US$247.2 million made available by Norddeutsche Landesbank Girozentrale Singapore Branch and Banco Santander SA, as lenders, with Norddeutsche Landesbank Girozentrale Hannover, as swap bank, to the STX Pan Ocean group to part finance the acquisition cost in relation to three 400,000 DWT Very Large Ore Carriers (VLOCs) presently being constructed by STX Offshore & Shipbuilding Co Ltd. Partner Goh Mei Lin led the transaction whilst the firm’s New York office acted as special Marshall Islands counsel to the lenders.

Watson, Farley & Williams’ Singapore office has also advised a syndicate of international lenders led by ABN AMRO Bank NV, as agent, in respect of a US$91.3 million pre-delivery facility, and ABN AMRO as agent and Societe Generale as Sinosure agent, in respect of a US$136.95 million receivables purchase post delivery facility extended to the STX Pan Ocean group to part finance the acquisition of three capesize bulk carriers being constructed by New Times Shipbuilding Co Ltd in China. The receivables purchase post delivery facility was supported by a lease insurance policy from the China Export and Credit Insurance Corporation (Sinosure). Partner Goh Mei Lin also led the transaction.

WongPartnership has acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of the S$121.55 million (US$100.1m) acquisition of Nordic European Centre, a seven storey building located within the International Business Park from Nordic (CP) Private Ltd. Partners Dorothy Marie Ng and Serene Soh acted on the matter.

WongPartnership has acted for Sunningdale Tech Ltd in the purchase and acquisition by its wholly-owned subsidiary, Sunningdale Design Tech Pte Ltd (Sunningdale Design), from Plasticscommerce Pte Ltd (PCC), of all the issued and paid-up ordinary shares in the share capital of Akciju Sabiedrība ATEC and in the share capital of ATEC of Sweden AB (AOS); and the transfer and assignment from PCC to the Sunningdale Design of the loan made by PCC to the AOS. Partner Ong Sin Wei acted on the matter.