Deals – 27 September 2012

Allen & Gledhill has also advised Ascendas Hospitality Fund Management Pte Ltd (Ascendas Fund), as manager of Ascendas Hospitality Real Estate Investment Trust, Ascendas Hospitality Trust Management Pte Ltd (Ascendas Trust), as trustee-manager of Ascendas Hospitality Business Trust, and Ascendas Land International Pte Ltd (Ascendas Land), as sponsor of Ascendas Hospitality Trust (A-HTRUST), in respect of the issue by Ascendas Fund and Ascendas Trust of approximately 803 million stapled securities in A-HTRUST to raise gross proceeds of approximately S$581.3 million (US$471.86m), assuming the over-allotment option is fully exercised. Ascendas Land is a wholly-owned subsidiary of Ascendas Pte Ltd. Partners Jerry Koh, Foong Yuen Ping and Teh Hoe Yue led the transaction.

AZB & Partners has advised Tata Steel Ltd in respect of its voluntary open offer to acquire approximately 14.65 million equity shares from the equity shareholders of The Tinplate Company of India Ltd at an offer price of INR60 (US$1.12) per equity share. The open offer was successfully accepted by the equity shareholders of the target pursuant to which approximately 14.65 million equity shares were acquired by Tata Steel Ltd, thereby increasing its stake in the target from 59.44 percent to 73.44 percent. Partners Shameek Chaudhuri and Varoon Chandra led the transaction which was valued at approximately US$16 million and was completed on 3 September 2012.

Clifford Chance has advised Pfizer Inc in respect of its pharmaceutical manufacturing and distribution joint venture with SSE-listed Zhejiang Hisun Pharmaceutical, a leading pharmaceutical company in China. The companies have established a new pharmaceutical JV for the development, production and sale of high quality branded generic drugs for patients in China and global markets. Hisun will own 51 percent and Pfizer will own 49 percent. Each party will contribute select existing products, manufacturing sites, cash and other relevant assets. The JV will be named Hisun-Pfizer Pharmaceuticals Co Ltd. Partner Emma Davies led the deal.

Clifford Chance has also advised Sinopharm Group Hongkong Co Ltd, a wholly-owned subsidiary of China National Pharmaceutical Group Corporation, in respect of a US$332 million voluntary conditional cash offer for HKSE-listed Winteam Pharmaceutical Group Ltd. Under the transaction, Sinopharm will purchase 19.9 percent of the shares from the existing controlling shareholders of Winteam. Partner Amy Lo led the deal whilst the acquisition financing team was led by partner Maggie Lo.

CMS Hasche Sigle has advised Funkwerk AG in respect of the sale of its subsidiary Funkwerk Dabendorf GmbH to the novero Group with effect from 1 October 2012. The subsidiary handles the key operations of the Automotive Communication division. The business premises belonging to Funkwerk Dabendorf GmbH in Dabendorf/Zossen and the company’s 100 percent share in Funkwerk eurotelematik GmbH are not included in the sale which is subject to suspensive conditions which are likely to be satisfied in October 2012. Partner Eckhart Braun led the transaction.

CMS Hasche Sigle has also advised EnBW Erneuerbare Energien GmbH in respect of its acquisition of a wind farm with eight turbines and total output of 16 MW from Ventotec GmbH. The wind farm is located in Neuruppin-Dabergotz in the Federal State of Brandenburg. Construction work is expected to start shortly, with commissioning scheduled for the early part of 2013. Once operational, the wind farm will feed electricity into the public power grid via its own distribution substation. EnBW and Ventotec will continue to work together during the operating phase, after construction of the wind farm has been completed. Partner Dr Jochen Lamb led the transaction.

Davis Polk has advised the underwriters (composed of Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, The Korea Development Bank, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co International plc) in respect of a Schedule B debt offering by Korea Finance Corporation of US$500 million of its 2.25 percent notes due 2017. Partners Eugene C Gregor and John D Paton led the transaction. Korea Finance Corporation was advised by Cleary Gottlieb Steen & Hamilton as to US law and Kim & Chang as to Korean law and Hong Kong law, by Haiwen & Partners as to PRC law and by Conyers Dill & Pearman as to BVI law.

Davis Polk has also advised Goldman Sachs (Asia) LLC, Morgan Stanley & Co International plc, CCB International Capital Ltd and Mizuho Securities Asia Ltd as initial purchasers in respect of the US$500 million Regulation S offering by Sinopec Group Overseas Development (2012) Ltd, a wholly owned subsidiary of China Petrochemical Corporation, of its 3.9 percent senior notes due 2022. The notes are to be consolidated and form a single class of notes with the US$1 billion principal amount of 3.9 percent senior notes due 2022 issued on 17 May 2012. Partners Eugene C Gregor and John D Paton also led the transaction. China Petrochemical Corporation was advised by Skadden, Arps, Slate, Meagher & Flom as to US and Hong Kong law, by Haiwen & Partners as to PRC law and by Conyers Dill & Pearman as to BVI law.

DLA Piper has advised APG Asset Management in respect of its US$130 million investment in the hotel assets of Lemon Tree Hotel Holdings Ltd (Lemon Tree), one of India’s largest mid-market and upscale hotel developers and operators. The transaction involves the acquisition of two of Lemon Tree’s existing hotel assets in India which will be owned by a joint venture, as well as hotel management and development management arrangements for these hotel assets. The transaction also included a minority investment by APG Asset Management in the share capital of Lemon Tree. Partner Susheela Rivers led the transaction in collaboration with India counsel Rupinder Malik of J Sagar Associates.

J Sagar Associates has acted as the sole Indian counsel to Export-Import Bank of India in respect of the issuance of S$2.5 million (US$2m) 3.375 percent notes due 2017 under its US$2.5 billion medium term note programme. The notes were issued under Reg S of the US Securities Act of 1933. Managers of the issue were Citigroup Global Markets Singapore Pte Ltd and Standard Chartered Bank Singapore. Partner Dina Wadia led the transaction whilst Allen & Overy was the sole international counsel.

Khaitan & Co has advised Hutchison 3 Global Services Holdings Ltd Mauritius in respect of the sale of its 100 percent stake in Hutchison Global Services Private Ltd to Tech Mahindra Ltd for approximately US$87 million. Partners Haigreve Khaitan and Vaishali Sharma led the transaction.

Khaitan & Co has also acted for OCL Ltd in respect of its successful defence before the Director General and the Competition Commission of India (CCI) for alleged cartelisation in the cement industry. OCL is the flagship company of the Dalmia Group of Companies, set up and operating from Eastern India. Partner Manas Kumar Chaudhuri acted on the transaction.

King & Wood Mallesons has advised oil and gas explorer Buru Energy in respect of its A$40 million (US$41.4m) fully underwritten placement of new shares to institutional investors to fund additional exploration acreage in its core area in the Canning Basin. Buru will use the capital raised to finance the acquisition of Gujarat NRE Oil Ltd for A$36 million (US$37.3m) in cash. Gujarat NRE owns 90 percent of two significant Canning Basin permits, EP457 and EP458, which contain well defined prospective trends and well developed structural features that Buru will use to complement its existing acreage portfolio. The funds raised from the placement will also be used by Buru to purchase 50 percent of an application for an exploration permit from Backreef Oil for A$3.5 million (US$3.6m). Partners Daniel Kirk and David Perks led the transaction. Minter Ellison advised the vendors of Gujarat.

Maples and Calder has acted as BVI counsel to Jindal Steel & Power (Mauritius) Ltd, a wholly-owned subsidiary of Jindal Steel & Power Ltd (JSPL), in respect of the merger of its subsidiary, Jindal BVI Ltd (JBVI), with Canadian and Botswana-listed coal company CIC Energy Corp (CIC). JBVI is the surviving entity following the merger and the listings will not be maintained. The transaction required Jindal BVI to make a cash payment of C$2 (US$2.03) per share to the current CIC shareholders aggregating to approximately C$116 million (US$117.88m). JSPL is one of India’s major steel producers and is also a leading electricity generator. CIC operates coal mines in south-east Botswana. The deal will give JSPL access to approximately 6 billion tons of high-quality thermal coal, as well as the opportunity to provide electricity to countries within the Southern African Development Community. Partner Barry Mitchell led the transaction.

Maples and Calder has also acted as Cayman Islands counsel to Foxconn (Far East) Ltd in respect of its establishment of a US$20 billion medium term note programme which will be listed on the SGX-ST. The notes are guaranteed by Hon Hai Precision Industry Co Ltd, the world’s largest provider of end-to-end products and solutions for all aspects of global electronics contract manufacturing. The proceeds from the issue will be on-lent by the issuer to the guarantor and/or its subsidiaries for financing the capital expenditure, refinancing existing debt obligations and other general corporate purposes. Barclays Bank PLC and Mizuho Securities Asia Ltd acted as arrangers. Partner Christine Chang led the transaction.

Mayer Brown JSM has advised Trade and Development Bank of Mongolia LLC (TDB), the oldest and largest commercial bank in Mongolia, in respect of its recent issuance of US$300 million senior notes due 2015. The issuance constitutes the most recent public takedown from TDB’s US$700 million euro medium term note programme updated earlier this year. ING Bank NV Singapore Branch and Merrill Lynch International acted as joint lead managers whilst TDB Capital acted as the co-manager. Partner Jason T Elder led the transaction.

Rajah & Tann has acted as Singapore counsel to SGX-ST listed China Animal Healthcare Ltd in respect of its S$47.74 million (US$38.75m) placement of shares and warrants to Themes Dragon International Ltd and SEB Sicav 2 – SEB Listed Private Equity Fund, as part of its financing for a possible delisting from the SGX-ST which was previously announced on 22 May 2012. Partners Chia Kim Huat and Danny Lim led the transaction whilst Freshfields acted as Hong Kong counsel and Conyers Dill & Pearman acted as Bermuda counsel. Linklaters acted for the Themes Dragon International Ltd and SEB Sicav 2 – SEB Listed Private Equity Fund.

Rodyk & Davidson is acting for AHC Pte Ltd in respect of its voluntary conditional cash offer for Hersing Corporation Ltd and in structuring a transferable term loan facility granted to AHC to finance the offer. Upon and subject to AHC obtaining valid acceptances representing not less than 90 percent of the shares in Hersing, the offer will be regarded as unconditional and AHC will thereafter proceed to exercise its rights of compulsory acquisition to privatise Hersing. AHC is controlled by a controlling shareholder of Hersing. The offer values Hersing at S$145 million (US$117.7m). Partner Ng Eng Leng leads the transaction.

Rodyk & Davidson LLP also acted as Singapore counsel to China Development Bank Corporation and Bank of China Ltd as lenders and mandated lead arrangers and to Bank of China Ltd Sydney Branch as agent and security trustee, in respect of the grant of a US$751 million syndicated loan facility in the refinancing of the existing debt substitution and term loan facilities under the China Minmetals Corporation group of companies, a China-based metals and minerals group developing, supplying and distributing nonferrous metal resources, iron ore and steel products. Partner Lee Ho Wah led the transaction.

Stamford Law is advising Mainboard-listed TA Corporation Ltd in respect of its acquisition of Sino Tac Resources, a Singapore-based company specialising in the distribution of high performance motor oils and lubricants to the automotive industry in Singapore. Bernard Lui and Lim Swee Yong are leading the transaction.

Stamford Law is also advising Mainboard-listed LionGold Corp Ltd in respect of its proposed warrants issue. Based on the warrant issue price of S$0.065 (US$0.053) and assuming the full subscription and conversion of the warrants at a warrant exercise price of S$1.38 (US$1.12) (being the volume weighted average price of LionGold’s shares on the date of the warrants issue announcement), LionGold Corp is expected to raise approximately S$323 million (US$262m) in gross proceeds. Bernard Lui and Lim Swee Yong also led the transaction.

Sullivan & Cromwell is representing Goldman Sachs (Asia) LLC as the sole book-runner and sole placing agent in respect of China Pacific Insurance (Group) Co Ltd’s US$1.34 billion share subscription placement with Government of Singapore Investment Corporation Private Ltd, Norges Bank (the Central Bank of Norway) and Abu Dhabi Investment Authority. Partners Kay Ian Ng, William Chua and Gwen Wong are leading the transaction which was announced on 7 September 2012.

Sullivan & Cromwell is also representing Valeant Pharmaceuticals International Inc (Canada) in respect of its C$112.5 million (US$114.33m) acquisition of the business relating to the Visudyne product from QLT Inc (US). Valeant paid C$62.5 million (US$63.5m) upfront for all US rights and available inventories for Visudyne and another C$50 million (US$50.8m) upfront for rights to non-US royalties on Visudyne sales. Valeant has also agreed to pay an additional C$5 million (US$5.08m) in contingent payments relating to the development of QLT’s laser program in the US and up to C$15 million (US$15.24m) in contingent payments relating to the non-US royalties. Additionally, Valeant has manufacturing rights and assumed a supply agreement for outside of the US. The transaction, which was announced on 24 September 2012, is expected to be immediately accretive. Partner Alison Ressler with partners Yvonne Quinn and Ronald Creamer Jr are leading the transaction.

Trilegal has advised DANS Consulting Energy Private Ltd in respect of the investment by Equis Asia Fund (Singapore) Pte Ltd for the funding of hydro power project development costs. Partner Yogesh Singh led the transaction.

Trilegal has also advised FIL Capital Advisors (India) Private Ltd in respect of its US$20 million investment in Indian data analytics services provider AbsolutData. Partner Harsh Pais led the transaction.

Walkers has advised the special committee of independent directors of 3SBio Inc, a NASDAQ-listed China-based biotech company, in respect of its US$330 million going-private transaction proposed by CITIC Capital. Partner Denise Wong led the transaction.

Watson, Farley & Williams Asia Practice Singapore has advised Lekki Port LFTZ Enterprise (LPLE) in respect of the container terminal operator sub-concession agreement at a deep water port in Ibeju Lekki, Lagos, Nigeria (Lekki Port). LPLE, as master concessionaire, has granted International Container Terminal Services Inc, a leading international container terminal operator, a sub-concession to operate the container terminal at the Lekki Port on the terms and conditions of the sub-concession agreement. Partner Chris Lowe, with partners Mehraab Nazir, Ivan Chia and Mark Wandless, led the transaction.

White & Case has advised the underwriters (composed of Australia and New Zealand Banking Group Ltd, Barclays Bank PLC, Citigroup Global Markets Asia Ltd, Credit Suisse AG Singapore Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, Mizuho Corporate Bank Ltd and Morgan Stanley Asia Ltd) in respect of a US$1 billion bank facility to Alibaba Group Holding, China’s biggest e-commerce company, as part of a US$5.7 billion financing package to fund the repurchase of half of Yahoo’s 40 percent stake in the company. Alibaba Group Holding completed the US$7.1 billion repurchase of half of Yahoo’s 40 percent stake on 18 September 2012. The transaction represents the largest private financing for a private sector Chinese company and the largest non-LBO private financing for a technology company globally to date. The acquisition is a follow-on to an agreement signed in May which set out the terms and framework for Alibaba to pay Yahoo US$6.3 billion in cash and US$800 million in preference shares for its stake which equated to a total acquisition cost of US$7.1 billion. The difference between the US$5.9 billion and the total amount is to be covered by Alibaba’s internal cash resources. The agreement signed in May also provided Alibaba with the right to buy back half of Yahoo’s remaining stake, another 10 percent of its outstanding share capital in the event of a future IPO. John Hartley, supported by local partner Eugene Man, led the transaction. Partner John Shum, supported by local partner Jamie Thomas, led a separate team which advised HSBC as intercreditor agent on the financing. Other law firms involved in the deal were King & Wood as PRC counsel and Walkers as offshore counsel to the banks. Acting for Alibaba were Freshfields as international counsel, Fangda Partners as PRC counsel and Maples and Calder as offshore counsel. Allen & Overy advised China Development Bank with Beijing based Cindy Lo and New York based Elizabeth Leckie leading the team.

WongPartnership has advised the Singapore Power Group in respect of the construction contract for the S$2 billion (US$1.62b) cable tunnel project which involves building two cross-island power transmission tunnels 60 metres underground to enhance the power cable grid infrastructure in Singapore. The project is expected to complete in 2018. Partners Tay Peng Cheng and Linda Low advised on the matter.

WongPartnership has also acted for Singapore GP Pte Ltd in respect of (1) the agreement with Formula One World Championship Ltd to acquire the rights to host, stage and promote the Formula One Singapore Grand Prix for a second 5-year term from 2013 to 2017, and (2) the agreement entered into with Singapore Tourism Board to collaborate and facilitate the hosting, staging and promotion of the Formula One Singapore Grand Prix from 2013 to 2017. Partners Mark Choy and Milton Toon led the transaction.