Deals – 27 June 2013

Allen & Gledhill has also advised DBS Bank Ltd (DBS) and DBS Trustee Ltd in respect of Eu Yan Sang International Ltd’s establishment of a S$300 million (US$235.53m) multicurrency medium term note programme. The programme was solely arranged by DBS, which was also appointed issuing and paying agent and agent bank. DBS Trustee Ltd was appointed trustee of the holders of the notes. Eu Yan Sang issued S$75 million (US$58.9m) fixed rate notes due 2018 on 6 June 2013 under the programme. DBS was the sole dealer of the notes. Partner Margaret Chin led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Videocon Hydrocarbon Holdings Ltd (VHHL) in respect of the proposed sale by its wholly-owned subsidiary Videocon Mauritius Energy Ltd (VMEL) of VMEL’s 100 percent stake in Videocon Mozambique Rovuma 1 Ltd (VMRL) to ONGC Videsh Ltd and Oil India Ltd. VMRL holds 10 percent participating interest in the Offshore Area 1 in Rovuma Basin in Mozambique. The acquisition is subject to the approvals of the Governments of Mozambique and India, relevant regulatory approvals, pre-emption rights and other customary conditions precedent. Partner Shardul Shroff led the transaction which was valued at US$2.475 billion.

AZB & Partners has advised Tata Global Beverages Ltd (TGBL) in respect of the acquisition by Pyramid Wilmar Plantations (Private) Ltd of 35 percent of the equity of Estate Management Services (Private) Ltd from TGBL and others. Partners Abhijit Joshi and Nandish Vyas led the transaction which was completed on 7 June 2013.

AZB & Partners has also advised Standard Chartered Bank and other lenders in respect of certain financial assistance availed by Apollo Tyres Ltd, through its subsidiary Apollo Tyres (Mauritius) Holdings Pvt Ltd, to finance the acquisition of Cooper Tire & Rubber Ltd. Partner Shameek Chaudhuri led the transaction which was signed on 12 June 2013 and is yet to be completed.

Baker & McKenzie has advised McCormick & Company Incorporated in respect of its agreement to purchase 100 percent of the assets of Wuhan Asia-Pacific Condiments Co Ltd (WAPC), a privately held company based in China, for approximately RMB900 million (US$146.34m). WAPC was founded in 1998 and manufactures and markets the well-known DaQiao and ChuShiLe brand bouillon products, which have a leading position in the central region of China. McCormick has more than US$3.5 billion in annual sales. It manufactures, markets and distributes spices, seasoning mixes, condiments and other flavouring products to the entire food industry. Partner Howard Wu led the transaction.

Baker & McKenzie (gaikokuho joint enterprise) is advising Sumitomo Corporation in respect of its plans to develop and invest in three mega-solar power projects in Japan. These projects will require an investment of ¥18 billion (US$184.3m) with the goal of securing a combined generation capacity of 49 MW. The three plants will be built in Tomakomai in Hokkaido (13 MW); Saijo in Ehime (23 MW) and Kitakyushu in Fukuoka (13 MW). SMBC will lead a syndicated loan which will cover a substantial portion of the project costs. All output will be sold to power companies, taking advantage of the feed-in tariff that provides set prices of ¥42 (US$0.43) per kwh for 20 years for power generated from solar energy sources. The first plant is projected to start operation from August 2014 and all three plants are expected to be completed by April 2015. Naoaki Eguchi led the transaction.

Clifford Chance has advised RBS Morgans and Petra Capital as joint lead managers in respect of the A$22 million (US$20.46m) capital raising completed by Ingenia Communities Group, a leading owner, operator and developer of seniors’ housing communities in Australia. Proceeds of the raising will be used to fund acquisitions of managed home estates. Partner Lance Sacks led the transaction.

Freshfields Bruckhaus Deringer has advised Dalian Wanda Group in respect of the £320m (US$490.37m) acquisition of Sunseeker International (Holdings) Ltd, Britain’s largest luxury yacht-maker, from FL Partners, a Dublin-based PE firm, and on the acquisition of a significant development site on the South Bank of London from Green Property with the intention to build one of the tallest luxury residential/hotel complexes in Western Europe. These transactions represent Dalian Wanda Group’s first major investments into the UK and are amongst the largest investments in the UK by Chinese private enterprises. Dalian Wanda Group is one of China’s largest property/entertainment conglomerate companies. Partners Alan Wang, Simon Weller, Paddy Ko, Adrian Maguire, Emma Kendall and Murray Clayson led the transaction.

Freshfields Bruckhaus Deringer has also advised Alibaba Group in respect of its recent US$8 billion bank financing. The deal follows Alibaba’s 2012 US$4 billion bank financings (on which the firm also advised), which were refinanced by the new facility. The proceeds of the new loan have also been used in part to fund certain obligations under the US$7.1 billion share buyback transaction that was agreed between Alibaba and Yahoo in May 2012. Partner David Winfield led the recent transaction. White & Case, led by partners John Hartley and Eugene Man, advised the nine underwriters (composed of ANZ, Citigroup, Credit Suisse, DBS Bank, Deutsche Bank, HSBC, JP Morgan Chase, Mizuho Corporate Bank and Morgan Stanley) whilst King & Wood Mallesons acted as PRC counsel. Walkers and Maples and Calder provided Cayman and BVI advice to the underwriters and to Alibaba, respectively.

Hogan Lovells has advised UBS AG as lead financial adviser and Standard Chartered Bank (Hong Kong) Ltd as joint financial adviser to China Mengniu Dairy Company (Mengniu) in respect of its voluntary general offer for HKSE-listed Yashili International Holdings, one of the largest domestic pediatric milk formula producers and retailers in China. The cash and share offer values Yashili at HK$12.64 billion (US$1.63b). The offer is for all outstanding shares in Yashili not already owned by Mengniu, one of the biggest dairy product manufacturers in China. The acquisition enables both parties to leverage each other’s capabilities and resources to further penetrate the growing pediatric milk formula market in China. Jamie Barr led the transaction.

J Sagar Associates has advised Bhartiya Urban Infrastructure and Land Development Company (Bhartiya) and its promoters in respect of the exit by private equity fund IL&FS Investment Managers, one of the country’s largest listed private equity firm, from their investment in Bhartiya City, a 125 acre integrated township project in Bangalore. Bhartiya is part of the Bhartiya Group which, in addition to Bhartiya City in Bangalore, has developed IT parks, retail spaces and convention centres pan India. IL&FS had invested INR1.5 billion (US$24.7m) for a 26 percent stake in 2007 by way of compulsorily convertible preference shares. The current transaction included a sale of such preference shares and equity shares held by IL&FS Mauritius and IL&FS India to the promoters of Bhartiya for INR3.25 billion (US$53.52m). Partners Berjis Desai, Sidharrth Shankar and Pallavi Puri led the transaction.

J Sagar Associates has also advised Saudi Arabia based listed company Zamil Industrial Investment Company, a leading manufacturing and total solution provider serving residential, commercial, industrial and oil and gas industries, in respect of its strategic buyout of its Indian joint venture partner’s stake in Advantec Coils Private Ltd (ACPL), which has recently been renamed as Zamil Air Conditioners India Private Ltd. Prior to the transaction, Zamil had originally owned a minority stake in ACPL. The transaction also involved the transfer of business of AGH Industries, a sole proprietorship belonging to the promoters of ACPL, to ACPL as a condition to the strategic buyout of ACPL by Zamil. Partners Upendra Nath Sharma, Sidharrth Shankar and Nitesh Bhasin led the transaction.

Khaitan & Co has advised the book-running lead managers (composed of DSP Merrill Lynch Ltd, Morgan Stanley India Company Private Ltd, Standard Chartered Securities (India) Ltd, IDFC Capital Ltd, SBI Capital Markets Ltd, Axis Capital Ltd, Deutsche Equities India Private Ltd, Citigroup Global Markets India Private Ltd, Macquarie Capital (India) Private Ltd and Goldman Sachs (India) Securities Private Ltd) in respect of Adani Ports and Special Economic Zone Ltd’s institutional placement programme for approximately US$176 million. Partner Nikhilesh Panchal and executive director Sudhir Bassi led the transaction.

Khaitan & Co has also acted as Indian counsel for Axis Bank Ltd Hong Kong Branch in respect of a term loan facility of US$240 million granted to Piramal Healthcare Inc for re-financing and repayment of certain facilities availed by Piramal Healthcare which was guaranteed by Piramal Enterprises Ltd, the Indian parent. Partner Devidas Banerji led the transaction.

Morrison & Foerster has advised Japan’s SoftBank and Sprint Nextel in respect of Softbank’s acquisition of Sprint Nextel, and in Sprint Nextel’s acquisition of Clearwire. DISH Network has dropped its pursuit of Sprint Nextel, paving the way for SoftBank to complete its mega-deal for America’s third largest wireless company. SoftBank’s US$21.6 billion bid for a 78 percent stake in Sprint Nextel will mark the largest outbound investment ever by a Japanese company. Sprint Nextel’s bid for Clearwire is expected to go to Clearwire shareholders on July 8. Both deals are expected to close on July 9. Partners Robert Townsend and Kenneth Siegel led the transaction.

Rodyk & Davidson is acting for Fragrance Group Ltd in respect of its establishment of a S$1 billion (US$785m) multi-currency medium term note programme. Partner Marian Ho led the transaction.

Rodyk & Davidson has also acted for Dillenia Land Pte Ltd, a wholly-owned subsidiary of Tuan Sing Holdings Ltd, in respect of its acquisition of Gilstead Court at Gilstead Road for S$150 million (US$117.76m). The sale is subject to the approval of the Strata Titles Board or the High Court. Partner Lee Liat Yeang, supported by partner Nadia Cardoz, led the transaction.

Shook Lin & Bok has acted for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Sabana Shari’ah compliant industrial real estate investment trust, in respect of the establishment of a S$500 million (US$392.5m) multicurrency Islamic trust certificates issuance programme. Partners Tan Woon Hum and Andrea Ng led the transaction.

Simpson Thacher’s Hong Kong office has represented LightInTheBox Holding Co Ltd, a global online retail company that delivers products directly to consumers around the world, in respect of its IPO and listing on the NYSE of approximately 9.5 million American Depositary Shares, each representing two ordinary shares. LightInTheBox and its selling shareholders raised a total of US$90.7 million in gross proceeds from the offering, after the exercise of the underwriters’ over-allotment option. Credit Suisse Securities (USA) LLC and Stifel, Nicolaus & Company Incorporated acted as the joint book-runners for the offering. This transaction is the first US IPO of a Chinese company in 2013. Leiming Chen, Lori Lesser, Michael J Cardella and Rob Holo led the transaction. Kirkland, led by partners David Zhang, Benjamin Su and Fan Zhang, represented the joint book-runners.

Slaughter and May Hong Kong has advised MTR Corporation Ltd and MTR Corporation (CI) Ltd, as the issuers, in respect of the increase in the aggregate nominal amount of notes which may be outstanding at any one time under their debt issuance programme from US$3 billion to US$4 billion. Notes issued under the programme may be listed on the HKSE. The firm also advised MTR Corporation Ltd on its subsequent issue of US$90 million 3.65 percent fixed rate notes due 2043 under the programme. The notes are listed on the HKSE. Morgan Stanley acted as the lead manager. Partner Laurence Rudge led the transaction.

Squire Sanders has advised ITOCHU Corporation and Mitsui & Co in respect of the acquisition of interests in BHP Iron Ore (Jimblebar) Pty Ltd, which is developing the Jimblebar Iron Ore mine in Western Australia, part of the Iron Ore business of mining company BHP Billiton. ITOCHU and Mitsui will invest US$800 million and US$700 million, respectively, representing an 8 percent and 7 percent interest in the Jimblebar mining hub and resource. The transaction is subject to Australian Foreign Investment Review Board approval and is expected to complete in September 2013. The Jimblebar mine, in the Pilbara region, is currently under construction and will be a large scale, low cost, open pit mining operation, with an initial production capacity of 35 million tons per year. Partner Duncan Maclean, assisted by partner Michael Ferguson, led the transaction.

WongPartnership has acted for PT Bhakti Investama Tbk and its subsidiaries Ottawa Holdings Pte Ltd and Ottawa International Pte Ltd in respect of the issue of US$365 million 5.875 percent senior notes due 2018 under Rule 144A of the US Securities Act and in offshore transactions under Regulation S of the US Securities Act. Partner Colin Ong led the transaction.

WongPartnership is also acting for China International Marine Containers (Hong Kong) Ltd in respect of the proposed reverse takeover of Pteris Global Ltd. Partners Andrew Ang, Long Chee Shan and Audrey Chng led the transaction.