Deals – 27 May 2010

Clifford Chance and Al-Jadaan & Partners have advised the sponsors, Saudi Tabreed, in respect of the SAR 1.84 billion (US$491m) BOO / BOT 27,000 RT District Cooling System project for Saudi Aramco’s office in Dhahran, Saudi Arabia. The project is being financed by Banque Saudi Fransi and is the first of its kind in Saudi Arabia to be financed on a limited recourse basis. Following a bid process, Saudi Aramco selected Saudi Tabreed to develop the project, which represents the first application of a fixed and variable component payment structure to a district cooling project and is the first BOO or BOT based central cooling project to be awarded in the Middle East. The advisory team was led by partners Richard Parris and Mohamed Hamra-Krouha.

Davis Polk & Wardwell LLP has advised Renhe Commercial Holdings Company Limited (Renhe) in respect of its US$300 million Rule 144A/Reg S offering of its 11.75 percent senior notes due 2015. BOCI Asia Limited, JP Morgan Securities Ltd, Merrill Lynch International and UBS AG acted as initial purchasers for the offering. Renhe is a PRC-based underground shopping centre operator and developer that focuses on wholesale and retail sales of apparel and accessories in China. The firm’s corporate team included partners William F Barron and Show-Mao Chen. Renhe was advised by Jingtian & Gongcheng as to PRC law, by Conyers Dill & Pearman as to Cayman Islands and BVI law, and by Norton Rose as to Hong Kong law. The initial purchasers were advised by Latham & Watkins as to US law, led by Hong Kong partners David Zhang and Eugene Lee, and by Kaiwen Law Firm as to PRC law.

Davis Polk & Wardwell LLP has also advised the initial purchasers – composed of Merrill Lynch International, Morgan Stanley & Co International plc, Deutsche Bank AG Singapore Branch, and Standard Chartered Bank – in respect of the US$650 million Rule 144A/Reg S offering by Agile Property Holdings Limited (Agile) of its 8.875 percent high-yield notes due 2017. Agile is one of the leading property developers in China which focuses on the development and sale of large-scale residential properties. The firm’s advisory team was led by partner William F Barron. Agile was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Jingtian & Gongcheng as to PRC law. The initial purchasers were advised by Commerce and Finance Law Offices as to PRC law.

In addition, Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc, as the sole solicitation agent, in respect of a solicitation of consents by Agile Property Holdings Limited (Agile) from the holders of its 10 percent senior notes due 2016 to certain amendments to the indenture governing such notes. Partner William F Barron again led the firm’s advisory team. Sidley Austin provided US law advice to Agile and its subsidiary guarantors, whilst Conyers Dill & Pearman provided Cayman law advice to Agile and BVI law advice to its subsidiary guarantors.

Moreover, Davis Polk & Wardwell LLP has advised Yanlord Land Group Limited (Yanlord) in respect of the US$300 million Rule 144A/Reg S offering of its 9.5 percent senior notes due 2017. The Hongkong and Shanghai Banking Corporation Limited, The Royal Bank of Scotland plc and Standard Chartered Bank acted as initial purchasers for the offering, which was Yanlord’s debut offering of non-convertible debt securities. Yanlord is a PRC-based real estate developer that focuses on developing fully-fitted residential properties and high-quality commercial and integrated properties. The firm’s corporate team was led by partner William F Barron, whilst Yanlord was also advised by Shook Lin & Bok LLP as to Singapore law and by Lovells as to Hong Kong and English law. The initial purchasers were advised by Skadden, Arps, Slate, Meagher & Flom LLP as to US law and by Yuan Tai Law Offices as to PRC law.

Further, Davis Polk & Wardwell LLP has advised Citigroup Global Markets Inc, Merrill Lynch International and UBS AG, as the initial purchasers, in respect of the US$120 million Rule 144A/Reg S offering by Fantasia Holdings Group Co Limited (Fantasia) of its 14 percent senior notes due 2015. Fantasia is a leading property developer and property related service provider in China. The firm’s corporate team was led by partners William F Barron, Show-Mao Chen, and James C Lin, with the initial purchasers also advised by King & Wood as to PRC law. Fantasia was advised by Sidley Austin as to US and Hong Kong law, by Conyers, Dill & Pearman as to BVI and Cayman Islands law, and by Commerce and Finance Law Offices as to PRC law.

Finally, Davis Polk & Wardwell LLP is advising Charles River Laboratories International Inc (Charles River), a US-based leading global provider of research models and associated services and of preclinical drug development services, in respect of its approximate US$1.6 billion acquisition of WuXi PharmaTech (Cayman) Inc (WuXi). The transaction, which is expected to close by the fourth quarter of 2010, is subject to approval by each company’s stockholders and the satisfaction of customary closing conditions and regulatory approvals. The firm also advised Charles River on a US$1.25 billion financing commitment from JP Morgan Chase and Bank of America Merrill Lynch. WuXi is a leading drug research and development outsourcing company with expertise in discovery chemistry and with operations in China and the US. The firm’s advisory team includes partners Michael Davis, Howard Zhang and Richard D Truesdell Jr.

Freshfields Bruckhaus Deringer has advised BNP Paribas, JP Morgan, Merrill Lynch and UBS in respect of the US$3.2 billion rights issue by China Merchants Bank. This is the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to US investors. The firm’s advisory team was led by global co-head of the capital markets group, and Hong Kong office managing partner, Kay Ian Ng and US securities partner Calvin Lai.

Freshfields Bruckhaus Deringer has also acted as Hong Kong and US counsel to NVC Lighting Holding Limited (NVC Lighting) in respect of its US$196 million IPO and listing on the HKSE. NVC Lighting is the largest domestic lighting brand supplier and second largest all lighting brand supplier in China. The firm’s advisory team was led by Beijing managing partner Chris Wong and partner Calvin Lai.

Luthra & Luthra Law Offices has advised US-based Abbott Healthcare (Abbott) in respect of its definitive agreement to acquire full ownership of Piramal Group’s healthcare solutions business Domestic Formulations – a leader in the Indian branded generics market – for approximately US$3.72 billion. Consideration for the aquistion consists of an up-front payment of US$2.12 billion plus US$400 million payable annually for the next four years. The transaction, which is expected to close by the second half of 2010, will give Abbott the number one position in the Indian pharmaceutical market. The sale is conditional upon Piramal shareholder approval and customary closing conditions. Senior partner Mohit Saraf led the firm’s advisory team.

Tay & Partners has advised AmBank Group, EON Bank Group and Maybank Group in respect of RM 368 million (US$111m) syndicated loan agreement with Etika International Holdings, one of the world’s largest makers and distributors of sweetened condensed milk. Proceeds of the loan will be used for working capital, refinancing of existing bank borrowings, and funding for future capital expansion and M&A plans of the company. The funds can only be tapped for use in China, Australia, New Zealand and India. The syndicated financial facilities are made up of RM 363 million (US$109m) Islamic term financing and trade lines under the various syariah concepts and a RM 5 million (US$1.5m) conventional foreign exchange contract facility.

Orrick, Herrington & Sutcliffe LLP is advising Vietnam Electricity (EVN) as an offtaker in respect of the negotiation of a power purchase agreement with AES Corporation (AES) for the US$1.4 billion development of 1200 MW Mong Duong 2 BOT coal-fired thermal power project. This transaction represents the first coal-fired BOT project to be completed in Vietnam. The agreement was signed in April and the project expects to be in operation by the end of 2014. The firm’s Vietnam team was led by managing associate Linh Doan and partner Christopher Stephens.

Wong & Partners has advised Goldman Sachs and CIMB Investment Bank Berhad, as the joint global coordinators and joint bookrunners, in respect of the RM 771 million (US$241m) IPO of Masterskill Education Group Berhad (Masterskill). Masterskill was listed on Bursa Malaysia Securities Berhad on 18 May 2010. The transaction is the largest IPO in Malaysia for 2010 thus far and the largest-ever education IPO in South East Asia. Kuala Lumpur partners Munir Abdul Aziz and Azizul Adnan led the firm’s advisory team. Led by London partner Jonathan Culshaw, Harneys advised private equity firm Crescent Point Group on the Cayman Islands aspects of the transaction, particularly in the restructuring of a Cayman company holding structure prior to the IPO.

WongPartnership LLP has acted for UOL Group Limited and its wholly-owned subsidiary, UOL Venture Investments Pte Ltd (UVI), in respect of the joint venture with Garden Residence Ltd, a company incorporated in Mauritius and owned by LaSalle Asia Opportunity II SARL. Under the JV agreement, UVI subscribed to 50 percent of the issued share capital of, and extended a shareholder loan to, the JV company, known as Premier Land Development Pte Ltd. Partners Monica Yip, Mark Choy and Tan Sue-Lynn acted on the matter.

WongPartnership LLP has also acted for Premier Land Development Pte Ltd in respect of the S$98.43 million (US$70m) financing for its acquisition and redevelopment of the residential property known as Rainbow Gardens at Toh Tuck Road, Singapore. Partners Alvin Chia and Monica Yip acted on the matter.

In addition, WongPartnership LLP has advised US-based hard disk drive manufacturer Western Digital Corporation in respect of its ¥22 billion (US$235m) all-out cash acquisition of the magnetic media sputtering operations of Hoya Magnetics Singapore Pte Ltd (Hoya Singapore), a wholly owned subsidiary of Japanese high-tech glass maker Hoya Corporation. The acquisition includes the facilities, equipment, intellectual property and working capital of Hoya Singapore, the acquisition of certain equipment at Hoya Corporation’s research and development facilities in Japan, and a multi-year commitment for glass substrate supply related to the acquired operations. Partners Ng Wai King, Dorothy Marie Ng and Tan Teck Howe advised on the matter.

Moreover, WongPartnership LLP acted for Solutia Inc, a US-listed performance materials and specialty chemicals company, in respect of the acquisition of Novomatrix Pte Ltd from MAFLP Investments Limited and Globamatrix Holdings. Partner Mark Choy acted on the matter.

Finally, WongPartnership LLP acted for Standard Chartered Bank in respect of the establishment by Otto Marine Services Pte Ltd of a S$500 million (US$355m) medium term note programme that is irrevocably and unconditionally guaranteed by Otto Marine Limited, and the inaugural drawdown of S$100 million (US$71m) fixed rate notes pursuant to the MTN programme. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.nullnullnull