|Allens Arthur Robinson has advised Illawarra Retirement Trust (IRT), Australia’s largest not-for-profit community-based retirement living and aged care provider, on its acquisition of ‘The Links Seaside’ high rise retirement village and aged care facility in Wollongong from Horizon Living. One of the largest single purchases of a combined retirement village and aged care facility in Australia in recent times, the transaction involved complex compliance requirements under the Aged Care Act 1997(Comth) and the recently amended Retirement Villages Act 1999 (NSW). Partners Mark Stubbings, Tom Story, Alan Maxton, and Ross Stitt led the deal.
Allens Arthur Robinson has also acted for world leading mining and resources group Rio Tinto on its non-binding memorandum of understanding (MoU) with Aluminium Corporation of China (Chinalco), one of China’s largest aluminium companies. The MoU covers the development and operation of the Simandou iron ore project in Guinea. Rio Tinto owns 95 percent of the project, with the remaining five percent owned by the International Finance Corporation, the World Bank’s financing arm. Under the MoU, Rio Tinto’s interest in the Simandou project will be held in a new joint venture, in which Chinalco will acquire a 47 percent interest valued at approximately US$1.35 billion on an earn-in basis through sole funding of development expenditure. Once Chinalco has paid its obligation, the Rio Tinto and Chinalco effective interests in the Simandou project will be 50.35 percent and 44.65 percent, respectively. Partner Scott Langford led the advisory team. Baker & McKenzie advised Chinalco, led by Beijing partners Stanley Jia and Andrew Lucas.
Allen & Gledhill LLP has advised Jardine Strategic on Singapore law in respect of its tender offer to repurchase almost 14 million of its ordinary shares, representing approximately 1.3 percent of the company’s issued share capital, at a cost of up to US$250 million. Jardine Strategic is primarily listed on the London Stock Exchange and has secondary listings on the SGX-ST and the Bermuda Stock Exchange. Partners Lim Mei and Hilary Low led the firm’s advisory team.
Allen & Gledhill LLP has also advised euNetworks Group Limited in respect of the launching of its renounceable partially underwritten rights issue of approximately S$86.5 million (US$61.5m) in aggregate principal amount of zero coupon mandatory convertible bonds due 2013. CIMB Bank Berhad (Singapore Branch) acted as sponsor and manager whilst CIMB-GK Securities Pte Ltd was the underwriter for the rights issue. The transaction is the first ever renounceable rights issue of convertible bonds by a company listed on Catalist. Partners Steven Lo, Rhys Goh and Glenn David Foo led the transaction.
AZB & Partners is advising KKR Mauritius PE Investments II Ltd (KKR) in respect of its subscription to a combination of compulsorily convertible debentures in Coffee Day Resorts Private Limited (CDRPL). The deal forms a part of a financing round of over US$200 million in CDRPL and is one of the largest recent investments by private equity in an unlisted entity. CDRPL, through itself and its subsidiaries, runs a host of businesses-like resorts and IT parks, in addition to the coffee chain Café Coffee Day. The transaction was signed on 12 March 2010 and is expected to be completed by the end of this month. Partner Darshika Kothari leads the transaction.
AZB & Partners has also acted as domestic legal counsel to The India Cements Limited, South India’s largest cement producer, in respect of it qualified institutional placement of equity shares aggregating to approximately INR3 billion(US$66m), in accordance with Chapter VIII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The placement was launched on 8 March 2010 and closed on 15 March 2010. Partner Srinath Dasari led the transaction.
In addition, AZB & Partners has advised Daimler AG (Daimler) in respect of the sale on the screen-based trading platform of the Bombay Stock Exchange Limited of Daimler’s shares, numbering approximately 25 million, in Tata Motors Limited. Citigroup Global Markets India Private Limited acted as placing agents. The deal was valued at approximately US$396 million. Partners Abhijit Joshi and Shuva Mandal led the transaction.
AZB & Partners has also advised AVB Finance Private Limited (AVB) in respect of its agreement with Diwan Chand Medical Services Private Limited (Diwan Chand) and its shareholders to initially acquire 76 percent of the shares of Diwan Chand and to acquire the balance of 24 percent after 5 years. AVB is owned by the Burman family which promotes Dabur, the fourth largest FMCG company in India. Diwan Chand provides advanced radiology and imaging services and, through its subsidiaries, is also a pioneer in the field of tele-radiology. Partner Anil Kasturi led the transaction.
AZB & Partners is also advising Tata Teleservices (Maharashtra) Limited (Tata Teleservices), Wireless TT Info Services Limited (TT Info) and 21st Century Infra Tele Limited (Infra Tele) in respect of the acquisition by TT Info of 100 percent of the shareholding of Tata Teleservices in Infra Tele, by way of a share purchase agreement. The deal, which was signed on 18 March 2010 and is expected to be completed within one month from that date, is valued at approximately US$280 million. Partners Abhijit Joshi and Vaishali Sharma led the transaction.
Finally, AZB & Partners is advising Fortis Healthcare Limited India (FHL) in respect of its acquisition, through its subsidiary Fortis Global Healthcare (Mauritius) Limited, of approximately 24 percent of the equity shareholding in Parkway Holdings Limited Singapore, through purchase of shares from Texas Pacific Group Capital. The deal, which has yet to be closed, is valued at approximately US$685 million. Partners Hardeep Sachdeva and Ajay Bhal are leading the transaction. Rajah & Tann LLP is advising Fortis Global Healthcare (Mauritius) Limited, with partners Goh Kian Hwee, Evelyn Wee and Kala Anandarajah leading that firm’s advisory team.
Baker & McKenzie has advised the PRC’s third largest national oil company, China National Offshore Oil Corporation Limited (CNOOC), in respect of its joint venture with Bridas Energy Holdings Limited (BEH) for a cash consideration of approximately US$3.1 billion. Bridas, the joint venture company, is currently a wholly owned subsidiary of BEH. Upon completion of the transaction, CNOOC and BEH each will hold a 50 percent interest in Bridas and will jointly make management decisions. Bridas undertakes oil and gas exploration and production activities in Argentina, Bolivia and Chile. Completion of the transaction is conditional on PRC regulatory approvals, and is expected to take place in the first half of 2010. The firm’s advisory team was led by Beijing partners Stanley Jia and Bee Chun Boo.
Baker & McKenzie has also acted for Hong Kong’s Equal Opportunities Commission (EOC) in securing a favorable verdict in an action brought against the EOC by a former senior employee concerning gender and disability bias. This was an unusual case considering that the Plaintiff, a former director of EOC’s Gender Division, sued the very organization established to eradicate discrimination in Hong Kong. In the judgment dated 11 February 2010, Judge David Lok dismissed all of the claims made by the Plaintiff against the EOC, as well as against its former Chairperson and Chief Executive. The firm’s team was led by Diana Purdy-Tsang, special counsel in the firm’s Dispute Resolution group.
Finally, Baker & McKenzie has advised Australia’s leading contract office supplier Corporate Express Australia Limited (Corporate Express) in respect of the recommended takeover by Staples Inc, the world’s largest office products company. Staples Inc has offered to acquire all of the issued shares in Corporate Express that it does not already own, for an offer consideration that values Corporate Express at approximately A$1 billion (US$915.4m). The offer is subject to a number of conditions, including confirmation by an independent expert that the offer is fair and reasonable to the non-Staples Inc shareholders, and the approval of the Foreign Investment Review Board. Partners Ben McLaughlin and Hal Lloyd of the firm’s Sydney M&A practice are advising Corporate Express, while partner Tim Sherman together with KPMG Tax (Grant Wardell-Johnson) provide tax advice. Corrs Chambers Westgarth is advising Staples Inc.
Clifford Chance has advised Wind Energy Holding Company Limited and its joint venture partner, Ratchaburi Electricity Holding Public Company Limited, as sponsors of a series of wind turbine supply and services agreements with Siemens. The agreements cover three projects with a total capacity of approximately 240 MW which, when constructed, will be the first and largest wind energy project in Thailand. Counsel Joseph Tisuthiwongse led the firm’s advisory team.
Induslaw has represented Helion and Foundation Capital in respect of their investment into Azure Power, a solar power company that generates and supplies power to utility companies across four Indian states. International Financial Corporation (IFC) clean tech fund also invested in Azure Power, along with equal contributions by the two other investors. The deal represents IFC’s first ever clean technology investment in South Asia. Partner Suneeth Katarki led the transaction.
K&L Gates LLP has advised ICBC International Capital Limited as underwriter in the initial public offering of Chu Kong Petroleum & Natural Gas Steel Pipe Holdings Limited (Chu Kong Petroleum) on the Hong Kong Stock Exchange. A manufacturer of steel pipes in the PRC, Chu Kong Petroleum made 30 million shares, or 10 percent of the company’s global offering, available on the Hong Kong exchange. The firm’s advisory team was led by Hong Kong partner Navin Aggarwal.
Khaitan & Co has acted as the domestic legal advisor to Usha Martin Limited in relation to the qualified institutional placement (Regulation S) of up to 54.5 million equity shares. The total amount raised through the placement was US$100 million. The transaction was led by partner Vibhava Sawant.
In addition, Khaitan & Co is advising Babcock & Wilcox Power Generation Group Inc (USA) (B&W) in relation to a proposed joint venture with Thermax Limited which will engineer, manufacture and supply sub-critical boilers over 300 MW and supercritical boilers for the Indian power sector. The deal involved the acquisition of a 49 percent equity shareholding in the joint venture company by B&W for about US$85 million. Partner Kalpana Unadkat leads the transaction.
Finally, Khaitan & Co has advised Rabo Equity Advisors Private Limited in relation to the acquisition of a stake in Global Green Company Limited (GGCL), a multinational food company with a worldwide presence across the retail, food service and industrial sectors. GGCL India is a part of the Avantha Group, one of India’s largest business conglomerates. The transaction involved acquisition of a 21.8 percent stake in GGCL by purchase of cumulative compulsorily convertible preference shares for approximately US$10 million. The transaction was led by Partner Bharat Anand.
Kim & Chang has advised Eastman Chemical Company (ECC) and its joint venture company Eastman Fibers Korea Limited (Eastman Fibers) – in which ECC holds an 80 percent stake alongside SK Chemicals (which holds the remaining 20 percent stake) – in respect of Eastman Fibers’ purchase of all assets related to SK Chemicals’ acetate tow manufacturing business. The total value of the purchase was approximately US$109 million. Partner Sung-Joo Yoon led the transaction.
Kim & Chang has also advised the Faurecia Group (FG) in respect of an intra-Faurecia Group merger between Faurecia Emissions Control Systems Korea Co Ltd (FECSK), a Korean company owned by Faurecia SA, and its wholly owned subsidiary, Faurecia Exhaust Systems Korea (FESK). The surviving entity of the merger, which did not involve the issuance of new shares, was FECSK. To facilitate the merger, FECSK acquired 100 percent stake in FESK from other FG companies and injected capital in FESK. Partners Philipe Li and Byung-Do Lee led the transaction.
Finally, Kim & Chang has advised Inverness Medical Innovations Inc (Inverness), a global leader in rapid point-of-care diagnostics, in respect of its two cash tender offers for shares of Standard Diagnostics (SD), a leading innovator of rapid diagnostics based in Korea. The transaction resulted in Inverness acquiring 72.45 percent of the issued shares of SD for an aggregate price of KRW 231.8 billion (US$203.6m). Moreover, Inverness entered into a shareholders agreement with Dr. Young-Shik Cho, SD’s founder, CEO and second largest shareholder. M&A practice group partner Jong-Koo Park led the firm’s advisory team.
Lexygen has acted as Indian investor counsel to a consortium – comprising Morgan Stanley Infrastructure Partners, General Atlantic, Goldman Sachs, Norwest Venture Partners and Everstone Capital – which has invested US$425 million into Asian Genco Pte Ltd (AGPL), an infrastructure company with diversified assets in power generation and engineering services. The transaction is the largest private equity investment in the Indian power sector and one of the largest private equity deals in the Indian market to date. Lexygen’s team included Smita Sharma, Madhumita Sangma, Amit Vyas and Vijay Sambamurthi. Led by partner Low Kah Keong, WongPartnership LLP acted for AGPL in respect of the transaction, which is aimed at launching AGPL as one of the leading power generation platforms in India. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal counsel to General Atlantic LLC, with corporate partners Matthew W Abbott, John E Lange, Dale M Sarro and tax partner Richard J Bronstein involved. Finally, Davis Polk & Wardwell LLP also advised the consortium of investors and Morgan Stanley Infrastructure Partners as the lead investor, with Hong Kong partners Kirtee Kapoor and Mark J Lehmkuhler and New York partner Harry Ballan advising.
Rajah & Tann LLP is advising Gallant Venture Ltd in respect of its acquisition of an interest in a special purpose vehicle with rights to acquire prime property in Lao Xi Men in Shanghai, which has a gross development value exceeding S$1.7 billion (US$1.2b). The deal involved: (a) a US$202.5 million investment in Notes with Warrants in the SPV; (b) a US$142.5 million acquisition of the holding company of the Shanghai property; (c) related financing from Standard Chartered for the investment, valued at approximately US$262 million; and (d) restructuring of banking facilities, totaling approximately US$179.5 million, extended to the holding and project company-owner of the Shanghai property. Partners Goh Kian Hwee, Serene Yeo, Ng Sey Ming, Jan Tan and Grace L Chia led the firm’s advisory team.
Rajah & Tann LLP is also acting for Singapore Exchange-listed investment holding company Hwa Hong Corporation Limited and its wholly owned subsidiary, Hwa Hong Capital (Pte) Limited (Hwa Hong Capital), in the sale of all the issued shares in the share capital of Singapore-incorporated general insurance company Tenet Insurance Company Ltd to Sompo Japan Insurance Inc, for a cash consideration of S$95 million (US$67.6m). Partners Goh Kian Hwee and Lawrence Tan led the firm’s advisory team. CIMB Bank Berhad acts as the financial advisers to Hwa Hong Corporation Limited.
Slaughter and May has acted for YTL Corp Finance (Labuan) Limited (YTL Finance) and YTL Corporation Berhad (YTL Berhad) in respect of the issue by YTL Finance of US$350 million 1.875 percent guaranteed exchangeable bonds due 2015, with an upsize option of up to a further US$50 million of bonds. The bonds are exchangeable into ordinary shares of, and are fully guaranteed by, YTL Berhad. Listed on the Singapore Stock Exchange on 19 March 2010, an application will be made to list the bonds on the Labuan International Financial Exchange. YTL Berhad, whose shares are listed on the Main Board of Bursa Securities in Malaysia, and the Tokyo Stock Exchange, is the holding company of an international group of companies involved in integrated infrastructure development and consultancy and advisory services. Hong Kong partner Neil Hyman led the firm’s advisory team.
Stamford Law Corporation has advised Singapore Exchange Main Board-listed Ying Li International Real Estate (Ying Li) in respect of the company’s S$200 million (US$142 m) senior unsecured convertible bond offering. The offering is the first 5-year convertible bond issued in Singapore in 2010 which attracted interests from global investors. JP Morgan (SEA) Limited was the sole bookrunner and lead manager for the transaction, which marked another landmark fund-raising by Ying Li for development in the rapidly growing area of Chongqing in the PRC. Amongst other things, the proceeds will be used to finance new land acquisitions in the prime Central Business District area of Chongqing and for the commencement of developments on the Lu Zu project. Director Soh Chun Bin led the transaction.
WongPartnership LLP has acted for Singapore Airport Terminal Services (SATS) in respect of its establishment of a new S$500 million (US$357m) multicurrency medium-term note programme. This is the second debt issuance programme established by SATS and the first since Singapore Airlines Limited’s divestment of its entire shareholdings in SATS. Partner Hui Choon Yuen led the transaction.
WongPartnership LLP has also acted for Asian Genco Pte Ltd (AGPL), an infrastructure company which has investments in Indian power generation assets and engineering services businesses, in relation to the US$425 million investment commitment by a consortium of global investors including Morgan Stanley Infrastructure Partners, General Atlantic LLC, Goldman Sachs Investment Management, Norwest Venture Partners and Everstone Capital. The transaction is aimed at launching AGPL as one of the leading power generation platforms in India. The financing represents the largest equity transaction in the Indian power sector to date, and the largest Indian private equity transaction since 2008. Partner Low Kah Keong led the transaction.