Deals – 27 March 2014

Allen & Gledhill has advised DBS Bank Ltd in respect of the US$220 million acquisition of the private banking business of Société Générale Bank & Trust, a unit of Société Générale, in Singapore and Hong Kong. The business to be acquired includes the private banking advisory business to certain clients in the Dubai International Financial Centre and certain trust business in Singapore. The final purchase price is subject to adjustments, depending on the assets under management and net asset value of the business at completion. Partners Prawiro Widjaja, Christopher Ong, Lim Pek Bur, Catherine Neo and Tham Kok Leong led the transaction.

Allen & Gledhill has also advised Koh Wee Meng in respect of the voluntary unconditional cash offer made by DBS Bank Ltd, for and on behalf of Koh, for all the shares in Global Premium Hotels Ltd. The firm also advised DBS, as lender, on the approximately S$150.7 million (US$118.89m) term loan facility to finance the offer. Partners Lee Kee Yeng and Lim Wei Ting led the transaction.

Allen & Overy has acted as Australian and international counsel to the export credit agencies and commercial lenders in respect of the financing of the integrated Roy Hill iron ore project, the world’s largest ever project financing in the mining sector. The project sponsors, namely Hancock Prospecting, Marubeni, POSCO and CSC, recently announced the finalisation of the US$7.2 billion project financing arrangements, which completes the funding package required to construct the US$10 billion project. The export credit agencies and commercial lenders included Export-Import Bank of Korea, Korea Trade Insurance Corporation, Japan Bank for International Cooperation, Nippon Export and Investment Insurance and Export-Import Bank of the United States, and 19 other commercial bank lenders from Australia, Japan, Europe, China, Korea and Singapore. The Roy Hill Project is one of the largest integrated mining projects being undertaken globally, comprising the development of a very large high-grade iron ore deposit in the Pilbara region of Western Australia and the construction of the port and rail infrastructure required to transport the ore to global markets. The Roy Hill Project is expected to produce, at low cost, 55 million tonnes of ore per annum. Partners Adam Stapledon and Chris Rushton, with partners David Christensen, Matthias Voss, David Slade and Greg Smith, led the transaction. Latham & Watkins, led by partners Stephen McWilliams and Andrew Roche, advised Roy Hill and the project sponsors, Hancock Prospecting, Marubeni, POSCO and CSC.

AZB & Partners has advised The Bank of Nova Scotia Asia Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Westpac Banking Corporation as the lenders in respect of an approximately US$300 million external commercial borrowing facility extended to Bharat Petroleum Corporation Ltd. Partner Shameek Chaudhuri led the transaction which was completed on 3 March 2014.

AZB & Partners has also advised KKR India Financial Services Private Ltd, L&T Finance Ltd and their affiliates in respect of long term debt facilities, in the form of secured term loans and non-convertible debentures, which they extended to Avantha Holdings Ltd and its wholly-owned subsidiary Salient Financial Solutions Ltd. Partner Ashwin Ramanathan led the transaction which was valued at US$108 million and closed on 14 February 2014.

Baker & McKenzie is advising leading private equity firm EQT Mid Market in respect of its agreement to acquire Australia’s largest medical imaging provider, I-MED Network. This is the first investment in Australia by EQT which invests in companies across the world. I-MED runs 200 clinics across Australia and accounts for almost a quarter of the A$3 billion (US$2.75b) Australian diagnostic imaging market, including X-ray and ultrasound. Partners Ben McLaughlin and Brendan Wykes led the transaction. Ashurst acted for the major sellers, Anchorage and Fortress.

Clifford Chance has advised China Aluminum International Engineering Corporation Ltd (Chalieco) in respect of the US$300 million senior guaranteed perpetual capital securities by Chalieco Hong Kong Corporation Ltd, a wholly-owned subsidiary of Chalieco. The securities are guaranteed by Chalieco and include a keepwell deed provided by Aluminum Corporation of China (Chinalco), the parent company of Chalieco. The senior guaranteed perpetual capital securities are listed on the HKSE. Chalieco is a technology, engineering service and equipment provider in the non-ferrous metals industry in China. Chinalco is the controlling shareholder of the company. Partners Jean Thio and Connie Heng led the transaction.

Clifford Chance has also advised the joint lead managers and book-runners in respect of the issue of RMB1.5 billion (US$241.4m) 4.125 percent bonds due 2017 by China CITIC Bank Corporation Ltd. The joint lead managers and book-runners include The Hongkong and Shanghai Banking Corporation Ltd, Banco Bilbao Vizcaya Argentaria SA, CITIC Securities Corporate Finance (HK) Ltd, China CITIC Bank International Ltd and Mizuho Securities Asia Ltd. Partner Connie Heng led the transaction.

Colin Ng & Partners has advised Medi-Flex Ltd in respect of a voluntary delisting from Catalist under Catalist Rules Rules 1307 and 1308 pursuant to a S$28.2 million (US$22.22m) exit offer by OCBC Bank for and on behalf of its controlling shareholder, Top Glove Sdn Bhd. Medi-Flex manufactures high quality natural rubber and nitrile disposable cleanroom, medical and industrial gloves for the semiconductor, healthcare industries and a wide range of industrial applications. Partner Gregory Chan led the transaction which was completed on 24 March 2014.

Dhir & Dhir Associates has advised National Housing Bank, wholly-owned by Reserve Bank of India, and Edelweiss Financial Services Ltd, Axis Capital Ltd and RR Investors Capital Services Private Ltd as the lead managers, in respect of its Tranche-II public issue of up to INR1,000 crores (US$165.7m) tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961. The issue was subscribed five times on its opening day on 7 March 2014. The base issue size was INR250 crores (US$41.4m) with an option to retain over-subscription up to INR1,000 crores (US$165.7m). The issue was pre-closed on 11 March 2014. Girish Rawat led the transaction.

Khaitan & Co has advised Credit Suisse Securities (India) Private Ltd as the selling broker in respect of the offer for sale through stock exchange mechanism by Larsen & Toubro Ltd of part of its holding in L&T Finance Holding Ltd for approximately US$ 97 million. Executive Director Sudhir Bassi led the transaction.

Khaitan & Co has also advised Leighton International Ltd (LIL), the 60 percent shareholder of Leighton Welspun Contractors Pvt Ltd (LWIN), in respect of Welspun Infra Projects Private Ltd’s (WIPPL) US$99 million acquisition of LWIN ‘s 40 percent stake. LWIN is now a 100 percent subsidiary of LIL. In 2010, the firm advised LIL in divesting its 35 percent stake in LWIN to WIPPL and this acquisition of 2014 is a buy-back by LIL of the stake which it sold to WIPPL in 2010. Leighton Group is one of the world’s leading international contractors. The Leighton Group’s operating companies conduct business in more than 20 countries. Partners Amitabh Sharma and Bhavik Narsana led the transaction with assistance from Executive Director Daksha Baxi.

Latham & Watkins has represented MakeMyTrip Ltd, an online travel company in India, in respect of its US$126.5 million follow-on offering of 5.5 million shares, including shares sold by MakeMyTrip Ltd and certain of its shareholders, on the Nasdaq. The transaction is the first SEC-registered deal out of India this year, and the third time MakeMyTrip Ltd accessed the US capital markets. In 2011, the firm advised the company in its US$125.8 million follow-on offering and, in 2010, in its US$80.5 million IPO of ordinary shares listed on Nasdaq. Partners Rajiv Gupta, Michael Sturrock and Jiyeon Lee-Lim led the transaction.

Luthra has advised India Value Fund IV in respect of its 100 percent acquisition, through its sole trustee IVF Trustee Company Private Ltd, of Financial Technologies (India) Ltd (FTIL)-owned National Bulk Handling Corporation (NBHC) for INR241.74 crores (US$40m). NBHC is India’s leading integrated commodity and collateral management company. The transaction is subject to certain customary closing conditions, including approval of FTIL shareholders. Partners William Vivian John and Deepak THM led the transaction.

Majmudar & Partners has represented State Bank of India in respect of the INR400 crores (US$66.3m) term loan to Bank Note Paper Mill India Private Ltd, a joint venture of M/s Bharatiya Reserve Bank Note Mudran Private Ltd and M/s Securities Printing and Minting Corporation of India Ltd, to finance the construction, operation and maintenance of a 12,000 metric tonne per year bank note paper mill project in Mysore, Karnataka. Partner Prashanth Sabeshan led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Wynn Macau Ltd, a Cayman Islands company listed on the HKSE, in respect of its issue of US$750 million 5.25 percent senior notes due 2021. This is a re-tap to the issuance of US$600 million 5.25 percent senior notes in October 2013. The notes are now listed on the HKSE. Wynn Macau Ltd is a leading developer, owner and operator of destination casino gaming and entertainment resort facilities. Partner Barry Mitchell led the transaction whilst Skadden, Arps, Slate, Meagher & Flom and Affiliates acted as US and Hong Kong counsel. Latham & Watkins acted as US legal counsel to the joint global coordinators, comprised of Merrill Lynch, Deutsche Bank, JP Morgan and UBS.

Maples and Calder has also acted as British Virgin Islands counsel to Franshion Brilliant Ltd, a wholly-owned subsidiary of Franshion Properties (China) Ltd, in respect of its issue of US$500 million 5.75 percent guaranteed senior notes due 2019. The notes were listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong counsel. Joseph PC Lee & Associates with Cadwalader, Wickersham & Taft acted for the joint arrangers, composed of The Royal Bank of Scotland plc, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, Goldman Sachs (Asia) LLC, The Hong Kong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc and Overseas-Chinese Banking Corporation Ltd. Mayer Brown JSM acted for The Bank of New York Mellon London Branch as the trustee.

Paul Hastings is representing Samsung Fine Chemicals and Samsung Electronics in respect of their respective investments in SunEdison Semiconductor’s IPO through concurrent private placement transactions. Under the agreements, Samsung Fine Chemicals will invest up to US$100 million in the private placement whilst Samsung Electronics will exchange its 20 percent equity interest in a Korean joint venture with SunEdison, MEMC Korea Company, for approximately six percent of the outstanding shares of SunEdison Semiconductor. Subject to regulatory approvals, the private placement transactions are expected to close concurrently with the IPO. In addition, Samsung Fine Chemicals will sell a 35 percent equity interest in SMP Ltd, a solar-grade polysilicon joint venture between SunEdison and Samsung Fine Chemicals. Partner Daniel Sae-Chin Kim, with support from partners Jeff Hartlin, Scott Hataway and Pierre Kirch, are leading the transaction.

Rajah & Tann has advised Ascott Investment Holdings Ltd (AIHL) as one of the vendors and The Ascott Holdings Ltd as guarantor in respect of AIHL’s divestment of its 30 percent shareholding interest in Island City Pte Ltd to DBS Trustee Ltd, the trustee of Ascott Residence Trust, for approximately S$9.1 million (US$7.17m). AIHL is a wholly-owned subsidiary of CapitaLand Ltd. Island City’s subsidiaries, Island City Investments Pte Ltd and Infini Garden Pte Ltd, together own shares in Infini Garden Tokutei Mokuteki Kaisha, the investment vehicle holding the rental housing property in Japan known as Inifini Garden at KashiiTeriha, Higashi-ku, Fukuoka City, Japan. Partners Danny Lim and Chia Lee Fong led the transaction. ArcResidential Japan Investments Ltd, the other vendor, was also advised by the firm whilst DBS Trustee Ltd was advised by Allen & Gledhill.

Rajah & Tann has also advised Flame Gold International Ltd in respect of its S$26.98 million (US$21.26m) acquisition of 26.57 percent shareholding interest in the SGX-ST-listed HG Metal Manufacturing Ltd from Oriental Castle Sdn Bhd, which is 80 percent owned by Goh Kian Sin, the company’s managing director and CEO. HG Metal Manufacturing Ltd group is engaged in wholesale, retailing, trading, sourcing and distribution of steel products and providing steel processing or finishing services, product customisation and solutions for specialised industries. Partners Danny Lim and Chia Lee Fong led the transaction which was announced on 19 March 2014 and is yet to be completed. Oriental Castle Sdn Bhd was advised by Drew & Napier.

Shook Lin & Bok has acted for Malayan Banking Berhad in respect of the financing of the voluntary general offer by Hiap Hoe Ltd for shares of SuperBowl Holdings Ltd not currently owned by it, for up to S$178.4 million (US$140.6m). The deal involved the acquisition by a listed property developer of an affiliated listed property developer as part of a complex corporate restructuring exercise. Partners Liew Kai Zee and Prakash Raja Segaran led the transaction.

Sidley Austin has represented PT XL Axiata Tbk, a leading Indonesian mobile telecommunications operator, and its parent Axiata Group Berhad, an international mobile telecommunications company headquartered in Malaysia, in respect of XL Axiata’s US$865 million acquisition of PT Axis Telekom Indonesia from Saudi Telecom Company. The transaction was led by partner Gerard Hekker, supported by partners John Woodhall and Will Smith.

Trilegal has advised Hitachi Metals Ltd (HML) in respect of acquiring a majority stake in RPS Vikas Castings & Garima Vikas Metals, two Vikas group entities which are engaged in automotive castings. The Hitachi Metals group already has a technology transfer arrangement with the Vikas group. An estimated investment of INR300 crores (US$49.7m) is expected to be committed in the next three years to upgrade the existing foundries operated by RPS and Garima. With the completion of this acquisition, India will become a major manufacturing and supply base for Hitachi Metals group in its castings business. Partner Charandeep Kaur led the transaction whilst Mori Hamada & Matsumoto, led by partner Ko Fujita, also advised HML.

WongPartnership is acting for OC Oerlikon Corporation AG in respect of the acquisition of surface solutions provider Sulzer Metco division of Sulzer AG for approximately CHF1 billion (US$1.13b). Partners Audrey Chng and Ameera Ashraf led the transaction.

WongPartnership has also acted for Savu Investments Pte Ltd in respect of the grant of a fully-secured, term loan facility of S$420 million (US$331m) by Australia and New Zealand Banking Group Ltd, The Hongkong and Shanghai Banking Corporation Ltd (HSBC Bank) and Standard Chartered Bank to finance the redemption of existing notes. Partners Susan Wong and Dorothy Marie Ng led the transaction.

WongPartnership is acting for Olam International Ltd in respect of the voluntary conditional cash offer made by Breedens Investments Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings (Private) Ltd, for all the issued ordinary shares in the share capital of Olam International Ltd, the new shares unconditionally issued or to be issued pursuant to the valid conversion of the outstanding convertible bonds, and new shares unconditionally issued or to be issued pursuant to the valid exercise of the options granted under the Olam Employee Share Option Scheme. The offer price values Olam at approximately S$5.3 billion (US$4.18b). Partners Rachel Eng, Ng Wai King, Mark Choy and Milton Toon led the transaction.

WongPartnership is acting for United Industrial Corporation Ltd (UIC) in respect of the voluntary unconditional cash offer by its wholly-owned subsidiary, UIC Enterprise Pte Ltd, to acquire all the issued shares in the capital of Singapore Land Ltd (SingLand) other than those shares already held, directly or indirectly, by UIC and its subsidiaries for approximately S$761 million (US$600m). The offer price values the SingLand group at approximately S$3.8 billion (US$3b). Partners Ng Wai King, Andrew Ang, Milton Toon and Audrey Chng led the transaction.