Deals – 27 October 2011

Allen & Gledhill has advised Borders Pte Ltd (Borders) in respect of its application for judicial management as part of the on-going restructuring of the Borders chain of book stores in Singapore. Partners Edward Tiong, Andrew Chan and Kenneth Lim led the transaction.

Allens Arthur Robinson has advised Australia and New Zealand Banking Group Ltd (ANZ) as mandated lead arranger, book-runner and agent for a syndicate of nine banks in respect of a landmark A$600 million (US$623.6M) crossborder transaction involving Australian, English and Indonesian law. The deal provides lease financing for Leighton Holdings Ltd’s (Leighton) two operating subsidiaries in Indonesia, namely PT Leighton Contractors Indonesia and PT Thiess Contractors Indonesia. Supported by an indemnity and guarantee from Leighton, the facility provides new lease financing and refinancing of the world’s largest contract miner’s entire mining equipment needs in Indonesia. Partner Rod Howell led the transaction which was closed on 12 October 2011. Allen & Overy acted as counsel for the borrower.

Clayton Utz has advised Woolworths Ltd as issuer in respect of its A$500 million (US$519m) offer of subordinated notes. National equity capital markets practice head Stuart Byrne led the transaction.

Clayton Utz has advised Macquarie and RBS as underwriters in respect of Super Retail Group’s A$334 million (US$346.8m) PAITREO entitlement offer announced on 17 October 2011. Stuart Byrne led the transaction.

Colin Ng & Partners has advised container terminal operator Portek International Ltd (Portek) as a target in respect of two competing takeover bids, eventually won by Japanese trading group Mitsui & Co. The advice extended through to Portek’s eventual delisting from the SGX-ST.

Drew & Napier has acted for Lonza Group Ltd (Lonza) in respect of its secondary listing on the SGX-ST by way of introduction. Lonza is the first SIX Swiss-listed company to list on the SGX-ST. Lonza is one of the world’s leading suppliers to the pharmaceutical, healthcare and life science industries. Deputy managing director Sin Boon Ann led the transaction.

Eversheds has advised Lundbeck, a leading Danish pharmaceutical company, in respect of establishing a new research centre in Shanghai, China. As well as supporting Lundbeck’s overall research and development strategy, the new centre will firmly establish the company’s position as a global pharmaceutical company and will create opportunities for entering into research collaborations with businesses and universities in the region. Partners Nikolaj Juhl Hansen and Jean-Marc Deschandol led the transaction.

Jones Day has advised Belle Corporation in respect of its PHP4.5 billion (US$103m) rights issue, the proceeds of which will fund the completion of its integrated resort and casino, Belle Grande Manila Bay. Belle Corporation is a leading Philippine high-end leisure and residential community property developers and was included in the Philippine Stock Exchange Index on September 2011. Belle Grande is scheduled to open by mid-2013. It is projected to be the Philippines’ largest integrated resort in terms of gaming space. The rights issue was managed by BDO Capital & Investment Corporation, with Deutsche Bank acting as international financial adviser. Joe Bauerschmidt, Joy Choynowska and Oscar Franklin Tan led the transaction whilst Tan Venturanza Valdez advised on Philippine law.

Khaitan & Co has advised Akorn Inc USA (Akorn) in respect of entering into an agreement through its subsidiary in India to acquire certain assets of Kilitch Drugs (India) Ltd, a leading contract manufacturer of sterile injectables in India, as well as certain assets of NBZ Pharma Ltd. The value amount was approximately US$52 million in cash and future contingent payments totalling up to approximately US$6 million. Akorn is a niche pharmaceutical company engaged in the development, manufacture and marketing of multisource and branded pharmaceuticals. Partners Anand Mehta and Savita Singh led the transaction.

Khaitan & Co has advised Kilburn Chemicals Ltd (Kilburn) in respect of the sale and transfer of its chemicals division as a going concern on a slump sale basis to VV Titanium Pigments Pvt Ltd for approximately US$22 million, subject to such adjustments agreed in the business transfer agreement. Kilburn is a leading producer and exporter of anatase grade titanium dioxide in India. Partners Haigreve Khaitan and Bhavik Narsana led the transaction.

Luthra & Luthra Law Offices has acted for Safran–Morpho in respect of the India leg of its acquisition of L-1 Identity Solutions, Inc, a leading identity management solutions provider in the United States, for a total cash amount of US$1.09 billion which was originally announced on 20 September 2010. Following this transaction, Safran becomes the world leader in biometric identity solutions. L-1 will join Safran’s existing security business, operating as Morpho, and will be renamed MorphoTrust. Partner Sundeep Dudeja led the transaction.

Mallesons Stephen Jaques has acted for Global Television (GTV), an Australian based provider of outsourced television production services, in respect of its acquisition of Cutting Edge’s outside broadcasting business and simultaneous refinancing of GTV’s existing debt facilities. The merged outside broadcasting business now gives GTV an expanded fleet of High Definition (HD) outside broadcast trucks – ranging from small, six-camera vans to HD supertrucks that accommodate up to 35 production and technical operators. Partners Lee Horan and Richard Hayes led the transaction. Clayton Utz acted for the banks whilst McCullough Robertson acted for Cutting Edge.

Mallesons Stephen Jaques has also acted for Macquarie and CBA in respect of Transpacific Industries’ 9 for 14 accelerated renounceable entitlement offer to raise approximately A$309 million (US$321m) comprising a fully underwritten institutional entitlement offer to raise approximately A$260 million (US$270m) and a non-underwritten retail entitlement offer to raise up to approximately A$49 million (US$51m). Warburg Pincus has committed to take-up 100 per cent of its prorata entitlement of ~A$105 million (US$109m) and sub-underwrite a further A$102 million (US$106m). The proceeds will be used to undertake a debt re-finance and repay Transpacific’s senior facilities. Partners Shannon Finch and Nicola Wakefield Evans led the transaction whilst Clayton Utz acted for Transpacific.

Maples and Calder has acted as BVI counsel to Sinotrans Shipping (Holdings) Ltd as guarantor in respect of Sinotrans Shipping Inc’s issue of RMB2.6 billion (US$409m) 3.3 per cent guaranteed notes. The Sinotrans Group is one of the PRC’s largest shipping companies in terms of self-owned dry bulk fleet size. Bank of China (Hong Kong) Ltd acted as the global coordinator. Partner John Trehey led the transaction. Simmons & Simmons, led by partner Sau-Wing Mak, acted as Hong Kong counsel to the issuer and guarantor whilst Davis Polk & Wardwell, led by partner Paul Chow, acted as Hong Kong counsel to the managers (Bank of China (Hong Kong) Ltd, BOCI Asia Ltd, Agricultural Bank of China Ltd Hong Kong Branch, Wing Lung Bank Ltd and CCB International Capital Ltd.

Mori Hamada & Matsumoto has advised US private equity firm Bain Capital LLC in respect of its agreement to acquire 77.76 per cent stake in Japan based restaurant chain operator Skylark Co Ltd for a total consideration of ¥129 billion (US$1.68b) from Nomura Principal Finance Co Ltd (NPF) and NPF-Harmony (NPFH). NPF is selling 41.76 per cent of Skylark’s outstanding common shares and its entire holdings of preferred shares for ¥83 billion (US$1.09b) whilst NPFH is selling 36 per cent stake of common shares for ¥46 billion (US$603m). Partners Hajime Tanahashi, Akira Marumo and Rintaro Shinohara led the transaction.

Paul Hastings has represented Maker Maxity in respect of the signing of definitive agreements with MGM Hospitality, a wholly owned subsidiary of MGM Resorts International, for the development and operation of a Bellagio hotel, an MGM Grand hotel, and a Skylofts hotel, as part of the landmark Maker Maxity mixed-use development complex in Mumbai, India. Partners David Blumenfeld, Rick Kirkbride and Philip Feder led the transaction.

Rajah & Tann has advised Centurion Corporation Ltd (formerly known as SM Summit Holdings Ltd) in respect of the reverse acquisition of Listco. Following the completion of the reverse acquisition, the shares of Listco were suspended, as the share capital in public hands fell below 25 per cent. A compliance placement was carried out to comply with the public float requirements of Rule 210(1)(a) of the Listing Manual of the SGX-ST and was completed on 17 October 2011. Trading of shares in Listco resumed on 18 October 2011. Partner Howard Cheam Heng Haw led the transaction which was valued at approximately S$21 million (US$16.5m).

RHT Law has advised Swing Media Technology Group Ltd (Swing Media) in respect of the placement of up to 60 million ordinary shares in its capital for an aggregate value of S$9.3 million (US$7.3m). SGX-ST listed Swing Media manufactures and supplies data storage media and other computer peripherals. It has manufacturing facilities in Hong Kong, PRC and Taiwan and distributes its products mainly to PRC, various parts of Asia, Europe and the United States. Partner Lawrence Wong led the transaction.

Shook Lin & Bok’s Singapore office has acted as solicitors for Healthtrends Holdings Pte Ltd. Their client is a medical group providing holistic medical, aesthetics and wellness care, and Shook Lin & Bok acted in respect of the cross-border sale involving various parties situated in Singapore, Malaysia and Hong Kong of a majority stake in its various subsidiaries to Asia Pacific Medical Group Ltd for a consideration of approximately S$8 million (US$6.3m). Partner Gwendolyn Gn led the transaction.

Simmons & Simmons has advised manager Sun Hung Kai Investment Services Ltd in respect of a RMB100 million (US$15.74m) convertible bond issue by Hong Kong juice company Garden Fresh Fruit & Vegetable Beverage, a subsidiary of SGX listed Sino Grandness Food Industry Group. This is the first ever issue of convertible bonds in the offshore renminbi market. The convertible bond offering is a pre-IPO offering which the issuer hopes to complete within three years. Partner Paul Browne led the transaction.

WongPartnership has acted as Singapore counsel for the syndicate of lenders in respect of the S$150 million (US$118m) financing to Hyflux Ltd for the construction of Tuaspring Desalination Plant, Singapore’s second and largest seawater reverse osmosis desalination plant, which is expected to commence operations in 2013. Partners Susan Wong, Choo Ai Leen, Dorothy Marie Ng, Serene Soh, Tay Peng Cheng and Linda Low acted on the transaction.

WongPartnership has also acted for Asia Mobile Holdings Pte Ltd in respect of the US$248 million and S$1.08 billion (US$850m) syndicated financing arranged by The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch, CIMB Bank Berhad Singapore Branch, Credit Agricole Corporate and Investment Bank Singapore Branch, DBS Bank Ltd, Malayan Banking Berhad Singapore Branch, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank, Sumitomo Mitsui Banking Corporation Singapore Branch and United Overseas Bank Ltd. Partner Alvin Chia led the transaction.