Deals – 27 January 2011

Allens Arthur Robinson has advised UK defence group BAE Systems in respect of its offer to acquire Norkom Group PLC (Norkom), a Dublin-based provider of innovative counter fraud and anti-money laundering solutions, through the acquisition of Norkom’s entire issued share capital for €2.1 (US$2.87) per share in cash, which values the business at approximately €217 million (US$297m). Expected to complete later this year, the deal is subject to standard terms and conditions, including approval from Norkom’s shareholders. Partner David Wenger led the transaction.

Allens Arthur Robinson has also advised Australasian private equity firm Catalyst Investment Managers Pty Ltd in respect of its leveraged buyout of AC Components, reportedly Australia’s largest air-conditioning wholesaler. The new deal, which was completed late last year, involves a cash purchase with potential deferred payment of an undisclosed amount. Partner Steve Clifford led the transaction. Freehills acted for AC Components.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised enterprise data services provider Tulip Telecom Limited (Tulip Telecom) in respect of its acquisition, thru its wholly owned subsidiary Tulip Data Centre Services Private Limited, of 100 per cent of the equity shareholding of Sada IT Parks Private Limited, a data centre in Bengaluru, India. Once completed, the data centre facility is projected to be India’s largest and the world’s third largest eco-friendly data centre. The deal, valued at approximately Rs230 crores (US$50.6m), closed on 17 January 2011. Partner Kalpataru Tripathy led the transaction.

AZB & Partners has advised Jain Solar Energy Private Limited (JSEPL) in respect of the setting up a 400 MW Solar PV Cell manufacturing plant in the state of Haryana. For this project, plant equipment and technology will be supplied by Schmid Technology System GmbH, Germany. Partner Yashwant Mathur led the transaction which was completed on October 2010.

AZB & Partners is also advising MB Power (Madhya Pradesh) Limited (MB Power) in respect of the project financing for the 1200 MW thermal power plant to be set up by MB Power at Annupur, Madhya Pradesh. The transaction was signed on 16 November 2010 and is yet to be completed. Partner Yashwant Mathur led the transaction which was valued at approximately US$1.04 billion.

Baker & McKenzie has advised Passport Capital LLC, which holds a A$600 million (US$597m) stake in Riversdale Mining Limited (RML), in respect of its pre-bid stake agreement with global mining company Rio Tinto in relation to its A$3.9 billion (US$3.88b) bid for RML. Rio Tinto’s bid for RML was announced and signed on 23 December 2010. Partner Steven Glanz led the transaction.

Clifford Chance has advised the HSBC’s Direct Principal Investments Asia division in respect of its investment in CS Logistics Holdings Limited (CS Logistics), a BVI-holding company for a Hong Kong based international logistics and freight forwarding services provider, by way of preference shares and warrants. The investment was used to partially finance CS Logistics’ acquisition of UK based logistics company Allport Group Limited. Partner Andrew Whan led the transaction which was completed on 14 December 2010.

Clifford Chance has also advised Spain’s Telefónica, a global telecom company, in respect of an enhanced cooperation agreement with mobile and broadband operator China Unicom. The new agreement, signed on 23 January 2011, builds on an existing strategic alliance between the two companies signed in 2009 and increases their mutual investment in each other’s share capital. The agreement commits each company to invest the equivalent of US$500 million in each other’s shares. Once completed, Telefónica will increase its interest in China Unicom to around 9.7 per cent while China Unicom will hold a 1.37 per cent stake in Telefónica. Cherry Chan led the transaction.

Harneys has advised KEE Holdings Company Limited (KEE), a Cayman company which produces finished zippers, in respect of its listing on the HKSE. KEE sold 100 million shares for gross proceeds of US$17 million, part of which will be used to construct a new production plant, improve office facilities, purchase new equipment and recruit new staff. Partner Paul Lau led the transaction, in collaboration with Hong Kong firm Cheng Wong Lam & Partners and Nixon Peabody.

INDUSLAW has advised Helion Venture Partners, Accel Partners and Tiger Global in respect of their US$6 million first round funding investment in New Delhi based LetsBuy.com, an online retailer of consumer electronics, communications and computer goods from the leading brands in the categories. Partner Suneeth Katarki led the transaction.

J Sagar Associates has advised Swedish technology company Connecta in respect of its 100 per cent acquisition of Bangalore based company Adylan Technologies. Partner Sajai Singh led the transaction.

J Sagar Associates has also advised Talwandi Sabo Power Limited (TSPL), a subsidiary of Sterlite Energy Limited, in respect of two issues of non convertible debentures aggregating to INR1500 crores (US$330m). The debentures were issued on a private placement basis and would be listed on the NSE. TSPL will utilise the proceeds to finance the development of a domestic coal based power project with a total generation capacity of 2640 MW at Village Banawala, District of Mansa, Punjab, India. Partner Aashit Shah led the transaction.

Jones Day has advised Up Energy Group Ltd (Up Group) and its controlling shareholder Up Energy Holding Ltd (Up Energy), holding companies with mining assets in Xinjiang, China, in respect of a capital restructuring and senior debt financing which was a part of their business combination with HKSE listed Tidetime Sun (Group) Limited (Tidetime). The assets were acquired by Tidetime in the business combination for an aggregate consideration of HK$7.8 billion (US$1b) in the form of convertible bonds. Following the transaction, Tidetime will be renamed as Up Energy Development Group Limited, with Up Group being its single largest shareholder. The firm’s team was led by partner Virginia Tam.

Khaitan & Co has advised Leighton International Limited Cayman Islands and Leighton Contractors (India) Private Limited India as the sellers in respect of the sale of 35 per cent of the shares of Leighton Contractors (India) Private Limited to Welspun Infra Projects Private Limited (Welspun) for approximately US$105 million. Partner Amitabh Sharma led the transaction.

Khaitan & Co has also advised JSW Infrastructure Limited (JSW) in respect of the US$125 million investment by US hedge fund Eton Park Capital Management LLP for 10 per cent equity stake in JSW to fund JSW’s ports business. Partner Amitabh Sharma also led the transaction.

LS Horizon Limited is representing Krung Thai Asset Management Public Company Limited, as fund manager with Dusit Thani Public Company Limited (DTC), in respect of the establishment of Dusit Thani Freehold and Leasehold Property Fund (DTCPF), a THB4.1 billion property fund for public offering which invests in three major hotels, namely Dusit Thani Laguna Phuket, Dusit Thani Hua Hin and Dusit D2 Chiangmai. DTC will hold a one-third stake in the investment unit of DTCPF and will manage the hotels. DTCPF is now listed in the SET and started trading on 13 January 2011. Partner Khemajit Choomwattana led the transaction.

Majmudar & Co has acted for IT solutions, services and software provider Rolta India Limited (RIL) in respect of the sale of its 50 per cent stake in Shaw Rolta Limited to its joint venture partner Stone & Webster Inc, a subsidiary of The Shaw Group. The consideration comprised of US$27.5 million for the sale of shares and US$8 million for certain defined services. Partner Rukshad Davar led the transaction.

Rajah & Tann has advised CIMB Bank Berhad Singapore Branch as the issue manager and CIMB Securities (Singapore) Pte Ltd as the underwriter and placement agent) in respect of the secondary listing on the SGX-ST of Malaysia Smelting Corporation Berhad (MSC), a global integrated producer of refined tin metal. Primarily listed on the Bursa Malaysia Securities Berhad, MSC is issuing 25 million new ordinary shares in its capital which will raise net proceeds of approximately S$40.1 million (US$31.3m). The shares commenced trading on the SGX-ST on 25 January 2011, making MSC reportedly the first Malaysian company to be dual listed on the Bursa Malaysia and the SGX-ST. Partner Chan Wan Hong led the transaction.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Limited, the trustee of First Real Estate Investment Trust, in respect of the acquisition of two Jakarta hospitals (Mochtar Riady Comprehensive Cancer Centre and Siloam Hospitals Lippo Cikarang) for a purchase consideration of S$205.5 million (US$160.5m) and also in the proposed renounceable rights issue to raise approximately S$172.8 million (US$135m) to part finance the acquisition. Partner Nicholas Chong advised on the matter.

Watson, Farley & Williams has advised Thai dry bulk operator Precious Shipping (Precious) in respect of its acquisition from Oswal Shipping of Singapore of newbuilding contracts for four 57,000 dwt supramax vessels worth US$98 million in total. Precious purchased the contracts by acquiring the entire issued share capital of four wholly-owned single purpose companies, each holding a newbuilding contract for one bulkcarrier with Wuhan Guoyu Shipbuilding and Yangzhou Guoyu Shipbuilding. The vessels are scheduled for delivery between March and August 2012. The firm’s team was led by partner Damian Adams.

WongPartnership has acted for DBS Bank Ltd, Citibank NA, and Standard Chartered Bank as mandated lead arrangers in respect of the S$1.1 billion (US$860m) financing in relation to Suntec Real Estate Investment Trust’s (Suntec REIT) acquisition of a one-third interest in some Marina Bay Financial Centre properties, which include Tower 1, Tower 2 and Marina Bay Link Mall. Partners Susan Wong and Christy Anne Lim acted on the matter.

WongPartnership has also acted for Hoe Leong Corporation Ltd (Hoe Leong) in respect of its acquisition of a 51 per cent stake in Aries Offshore Singapore Pte Ltd. On completion, Hoe Leong will be a joint venture partner with Otto Ventures Pte Ltd, a wholly-owned subsidiary of Mainboard-listed Otto Marine Limited. Partner Chan Sing Yee acted on the matter.