Deals – 27 February 2014

Allen & Gledhill has also advised Keppel Land Ltd and its wholly owned subsidiaries, Cesario Pte Ltd and Keppel Land (Indonesia) Pte Ltd, in respect of the circa S$42 million (US$33.25m) acquisition of a three hectare site comprising two land parcels in West Jakarta for the development of a high-rise condominium. The acquisition was done through the purchase of an Indonesian company PT HGN, which will be nominated by the Keppel subsidiaries as the legal purchaser for the site after PT HGN has been converted to a PMA (Penanaman Modal Asing) company, and separate land purchase agreements with different vendors for PT HGN’s purchase of the site. Partner Penny Goh led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as Indian counsel to Delaware-based Endurance International Group Inc in respect of its US$110 million 100 percent acquisition of the web hosting and domain name registration business of Directi Group by purchasing two primary companies, namely PDR Solutions FZC UAE and Directi Web Technology Private Ltd India, from the Directi Group. The transaction, which closed on 23 January 2014, involved splitting of the web hosting and domain name registration business of the Directi group into two different verticals. One of the verticals was transferred to a UAE-based company and the other was transferred to an Indian company, both of which were subsequently acquired by Endurance through its group companies in Singapore. Partners Shilpa Mankar Ahluwalia and Ranjan Negi led the transaction whilst Wilmer Cutler Pickering Hale and Dorr acted as lead counsel.

AZB & Partners has advised Fairbridge Capital (Mauritius) Ltd (FCML) in respect of its acquisition of 6.25 million compulsorily convertible preference shares of Thomas Cook India Ltd (TCIL). Each compulsorily convertible preference share is convertible into 62.5 million equity shares of the company to FCML, being the promoter of TCIL. Partner Ashwin Ramanathan led the transaction which was signed on 7 February 2014 and was valued at approximately US$90 million.

Clayton Utz has advised Macquarie Capital (Australia) Ltd and UBS AG Australia Branch as joint lead managers, book-runners and underwriters in respect of the A$88.5 million (US$79.9m) placement by Perth-based Western Areas Ltd. The raising comprises a fully underwritten A$88.5 million (US$79.9m) institutional share placement to institutional and sophisticated investors, undertaken via institutional book-build with an underwritten floor price of A$3 (US$2.71) per share. Western Areas’ equity raising will also comprise a non-underwritten share purchase plan. Partner Mark Paganin led the transaction which was announced on 18 February 2014.

Clayton Utz has also advised CBA Equities Ltd, as lead manager and underwriter, in respect of the A$132 million (US$119m) entitlement offer by APN News & Media Ltd. The offer comprises a fully underwritten approximately A$112 million (US$101m) institutional component, which successfully completed on 21 February 2014, and a fully underwritten approximately A$20 million (US$18m) retail component, due to open on 27 February 2014. The raising is being undertaken to part fund APN’s acquisition of 100 percent of Australian Radio Network Pty Ltd and The Radio Network Ltd from Clear Channel Communications Inc. In connection with this acquisition, a bridge facility was provided. The firm also advised the bridge provider associated with the acquisition. Partner Stuart Byrne, supported by partner Alex Schlosser, led the transaction.

Clifford Chance has advised HKSE-listed Dongfeng Motor Group Co, one of the largest automobile manufacturers in China, in respect of its proposed equity investment in PSA Peugeot Citroen Group, Europe’s second-biggest car maker. Under the memorandum of understanding, Dongfeng and the French Republic will inject approximately €1.6 billion (US$2.2b) in PSA. After closing, Dongfeng, the French Republic and the Peugeot family will hold the same number of shares in PSA. The transaction will be made in the context of a €3 billion (US$4.13b) capital increase by PSA comprising a €1.05 billion (US$1.44b) reserved capital increase and a €1.95 billion (US$2.68b) rights offering. PSA will also issue warrants to existing shareholders. In parallel there will be an extension of the on-going cooperation between Dongfeng and PSA which have established their first China joint venture in 1992. The transaction is subject to the parties signing binding final documentation and obtaining approvals from relevant regulatory authorities and PSA shareholders. Dongfeng and PSA have been JV partners in China for more than 20 years. Partners Tim Wang and Kelly Gregory, supported by partners Thierry Schoen and Emmanuel Durand, co-led the transaction. Slaughter and May Hong Kong, led by partner Benita Yu, is also advising Dongfeng.

Clifford Chance has also advised Royal Dutch Shell plc (Shell) in respect of the binding agreement to sell Shell’s Australia downstream businesses to Vitol for approximately A$2.9 billion (US$2.6b). The sale covers Shell’s Geelong Refinery and 870-site retail business, along with its bulk fuels, bitumen, chemicals and part of its lubricants businesses in Australia. It also includes a brand licence arrangement and an exclusive distributor arrangement in Australia for Shell Lubricants. It does not include the aviation business, which will remain with Shell Group, or the lube oil blending and grease plants in Brisbane, which will be converted to bulk storage and distribution facilities. The deal is subject to regulatory approvals and is expected to close in 2014. Partners Kathy Honeywood, Geraint Hughes and Tracey Renshaw led the transaction.

Davis Polk has advised Huai River Investment Ltd, a subsidiary of Tencent Holdings Ltd, in respect of its investment in Dianping Holdings Ltd. Tencent is subscribing to convertible preferred shares representing a 20 percent stake in Dianping. Founded in 1998, Tencent is one of China’s largest and most widely used internet service portals. Dianping is one of China’s leading local life information and trading platform and an online independent third-party consumer service rating site. It also provides group-buying, e-membership cards, online restaurant reservations and other online to offline services. Partner Kirtee Kapoor led the transaction which was completed this month.

DLA Piper has advised Fosun International in respect of its RMB210.5 million (US$34.37m) investment in, and strategic partnership with, food and beverage chain Secret Recipe to become the second largest shareholder of Malaysia’s well-known restaurant chain. Established in 1997, Secret Recipe is Southeast Asia’s largest casual dining chain group with over 300 restaurants across Asia. Secret Recipe also holds a strategic partnership with NYSE-listed Darden Restaurants Inc, a leading restaurant chain in North America. The transaction is the first investment by Fosun into an overseas restaurant chain and is aligned with its strategy of investments in overseas assets in sectors that would significantly benefit from China’s growth momentum. Fosun’s investment in Secret Recipe is its first investment in Malaysia and will allow the Fosun Group to invest into the ASEAN markets. The partnership will also enable Secret Recipe to further its expansion plans of growing the brand internationally, in particular in China where outlets are expected to double by 2015 from more than 50 outlets currently. Partner Heng Loong Cheong led the transaction which was announced on 15 February 2014.

ELP has represented Bharti Airtel Ltd in respect of an appeal filed by the Service Tax Department against Bharti Airtel in Delhi High Court regarding the order of the Service Tax Appellate Tribunal setting aside demand of service tax on liaison charges. The Delhi High Court dismissed the appeal in limine without requiring a consideration on merits of the matter. Partner Sonu Bhatnagar led the matter which still awaits the final order of the High Court.

Gide has advised TTF, a luxury jewellery designer, in respect of its establishment in France. TTF was founded by Frank Wu in 2002. It is recognised for its work with highly respected designers and artists from around the world to produce unique pieces of jewellery. Partners Fan Jiannian and David Boitout led the transaction.

Gide has also advised Chinese company ICICLE, a renowned high-end fashion brand, in respect of its establishment in France. Founded in 1997 in Shanghai, ICICLE is one of China’s most respected fashion brands and the country’s first on the eco-friendly clothing manufacturing segment. Partners Fan Jiannian, David Boitout and Arnaud Michel led the transaction.

Herbert Smith Freehills has represented China Metal Resources Utilization Ltd (CMRU) in respect of its HK$698.8 million (US$90m) Hong Kong public offering and Regulation S global offering. The Hong Kong public offering was over-subscribed by 17.92 times. CMRU’s shares commenced trading on the HKSE on 21 February 2014. The listing of CMRU represents one of the first few take-private Chinese companies to have re-listed some of its businesses in Hong Kong. CMRU was formerly part of Gushan Environmental Energy Ltd when it was first listed on the NYSE in 2007. The company was taken private in 2012. BNP Paribas Securities (Asia) Ltd was the sole sponsor and sole global coordinator on the transaction. Partner Jason Sung, supported by partner Kevin Roy, led the transaction.

HSA Advocates has advised the management of Itochu Textile Materials (Asia) Ltd (Itochu Asia), a wholly-owned subsidiary of Itochu Corporation Japan, in respect of its strategic exit from BSE and NSE listed Patspin India Ltd. Incorporated in 1991, Patspin India was promoted by GTN Textiles under B K Patodia as chairman and Umang Patodia as managing director. Patspin India set up a 100 percent EOU to manufacture medium and fine counts, combed or gassed yarn with financial assistance from Itochu Corporation and Kerala State Industrial Development Corporation. Partners Anjan Dasgupta and Nand Kishore led the transaction.

J Sagar Associates, along with DLA Piper Germany, advised the TUV Rheinland Group, through its Indian subsidiary, in respect of a slump sale in the acquisition of NIFE Kochi, a fire and safety educational courses provider. Headquartered in Cologne, Germany, TUV Rheinland is a global provider of technical, safety, and certification services. Partner Murali Ananthasivan led the transaction.

J Sagar Associates has also advised Goldman Sachs in respect of its INR3.15 billion (US$50.9m) investment, along with Mitsui Global Investment (Mitsui), a unit of Mitsui & Co Ltd Japan, in Global Beverages & Foods Private Ltd (GBFP). A startup venture in the FMCG sector, GBFP is promoted by A Mahendran, former managing director of Godrej Consumer Products Ltd, who will invest in GBFP along with the two investors. Mahendran will be the chairman and managing director of GBFP. Partners Akshay Chudasama and Mithun V Thanks led the transaction. Mitsui was represented by Nishith Desai Associates Mumbai whilst GBFP and Mahendran were represented by Trilegal Mumbai.

Luthra has acted for Lanco Group in respect of an agreement with Tejassarnika Hydro Energies Pvt Ltd, a subsidiary of Greenko Energies, to divest 100 percent stake in 70 MW Lanco Budhil Hydro Power Project (BHP). The divestment has been disclosed at NSE and BSE. Lanco Infratech Ltd has informed BSE that its subsidiary Lanco Hydro Power Ltd (LHPL) has signed an agreement with Tejassarnika Hydro Energies, a subsidiary of Hyderabad-based Greenko Energies Ltd, to divest 100 percent stake in 70 MW Lanco BHP. LHPL has also entered into an MOU to sell two small hydro power plants of 5 MW each located in the Kangra district of Himachal Pradesh to Greenko Energies Ltd. Partner Pranjal Bora led the transaction.

Majmudar & Partners has advised State Bank of India in respect of the extension of guarantees in relation to a A$10 million (US$9m) term loan provided to Riverina Oil and Bio Energy Pty Ltd Australia. Partner Prashanth Sabeshan led the transaction whilst Hunt & Hunt Lawyers acted as Australian counsel. Infinitus Law Corporation acted as Singapore counsel to Riverina Oil and Bio Energy.

Majmudar & Partners has also advised Bank of Baroda in respect of the guarantee issuance in relation to a A$16.5 million (US$14.9m) facility provided to Riverina Oil and Bio Energy Pty Ltd Australia. Partner Prashanth Sabeshan also led the transaction whilst Hunt & Hunt Lawyers also acted as Australian counsel.

Maples and Calder is acting as Cayman Islands counsel to Alibaba Group Holdings Ltd in respect of its US$1.58 billion acquisition of Beijing-based digital mapping company AutoNavi Holdings Ltd. Nasdaq-listed AutoNavi offers digital map content and navigation solutions in China for mobile and internet platforms. The transaction will allow Alibaba to enhance further its online business platform with greater services to users. Partner Greg Knowles is leading the transaction.

Morrison & Foerster is advising Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities in China, Japan and Brazil, in respect of its landmark agreement with a group of strategic partners. The transaction, valued at US$2.5 billion, is expected to substantially strengthen and further develop GLP’s logistics network in China. Partners Eric Piesner and Marcia Ellis led the transaction.

Norton Rose Fulbright has advised Chinese construction company CNQC Development Ltd in respect of a HK$540 million (US$69.6m) acquisition of 75 percent of the issued share capital of Sunley Holdings Ltd. The share purchase agreement was signed on 11 February 2014. Completion is expected to take place by end of March 2014, subject to the conditions to completion under the agreement. CNQC is a subsidiary of Guotsing Holding Group Co Ltd which, together with its key operating subsidiary, Qingjian, is engaged in the business of domestic and international construction projects and investment, real estate development, capital management, logistics and design consulting. HKSE-listed Sunley Holdings is principally engaged in the foundation business and machinery rental business in Hong Kong. Partner Psyche Tai led the transaction. Loong & Yeung advised Sunley Holdings Ltd.

Rajah & Tann has advised SGX-ST listed Nico Steel Holdings Ltd in respect of its S$877,500 (US$694,328) placement of new shares to Bay Eagle Ventures Ltd. The placement is intended to fund preliminary exploratory studies into the feasibility of the company venturing into upstream minerals related businesses. The group currently provides international grade metal alloys and innovative metallurgical solutions to industries, including the HDD, telecommunications, consumer electronics, computer peripherals and other industries. Partners Danny Lim and Chia Lee Fong led the transaction which was completed on 14 February 2014.

Rajah & Tann has also acted as Singapore counsel to SGX-ST listed Ascott Residence Trust in respect of its RMB468.3 million (US$76.45m) acquisition from Winner Sight Investments Ltd of interest in Wangze (Dalian) Enterprise Co Ltd, which holds a serviced residence property in Dalian, PRC. The 195-unit serviced residence offers a range of one to three-bedroom apartments and penthouses, and is the first international serviced residence in Dalian Development Area. Gateway Capital Real Estate Fund II LP acted as vendor’s guarantor. Partners Danny Lim and Chia Lee Fong led the transaction which is expected to be completed by 31 July 2014.

Sidley Austin has advised New Heritage Holdings Ltd, a property development and investment group based in China, in respect of the share-sale agreement for China LVGEM Property Holdings to acquire a 64.83 percent equity interest in the group at a total investment of HK$945 million (US$121.7m). New Heritage Holdings is focussing mainly on investments in Suzhou, Jiangsu Province. Partner Gloria Lam led the transaction.

Slaughter and May Hong Kong and Beijing has advised ICBC International Investment Management Ltd in respect of its acquisition of a majority interest in an investment company from, and the formation of a joint venture with, Rueyyuan Holding Company Ltd to invest in certain commercial properties in the People’s Republic of China. ICBC International Investment Management is part of the investment banking arm of Industrial and Commercial Bank of China, one of the world’s largest banks, whilst Reuyyan Holding Company is a wholly-owned subsidiary of HKSE-listed Beijing Capital Land Ltd. Partner Lisa Chung led the transaction.

Sullivan & Cromwell has represented JobStreet Corporation Berhad (Malaysia) in respect of its proposed sale of certain of its businesses in Singapore, Malaysia, Philippines, Indonesia, Vietnam and Hong Kong to SEEK Ltd (Australia), a significant shareholder of JobStreet. The aggregate purchase price for the sale is MYR1.73 billion (US$527.8m), a portion of which will be paid by way of a dividend waiver by SEEK. Partners Garth W Bray and Kay Ian Ng led the transaction which was announced on 19 February 2014.

Walkers is acting as Cayman Islands and British Virgin Islands counsel to Global Logistic Properties Ltd in respect of the US$2.5 billion investment by a consortium of Chinese investors led by private equity firm Hopu Funds and Bank of China Investments Ltd. Partners Thomas Granger and Andrew Miller led the transaction.

WongPartnership is advising Pan-United Corporation Ltd in respect of the acquisition by its subsidiary of a 90 percent equity interest in Changshu Changjiang International Port Co Ltd. Partners Rachel Eng and Tan Sue-Lynn led the transaction.

WongPartnership has also acted for DBS Bank Ltd and Oversea-Chinese Banking Corporation Ltd, as joint arrangers and dealers, as well as The Bank of New York Mellon, as trustee, issuing and paying agent, calculation agent, transfer agent, registrar and principal agent, in respect of the establishment of a US$300 million multi-currency medium term note programme by SiS International Holdings Ltd. Partners Hui Choon Yuen, Goh Gin Nee, Colin Ong and Khoo Yuh Huey led the transaction.