Deals – 28 February 2013

Allen & Gledhill has also advised TauRx Pharmaceuticals Ltd in respect of a share subscription agreement entered into with Genting Management (Singapore) Pte Ltd (GMS) in respect of a US$111.8 million investment by GMS in TauRx for a 20 percent stake. The funds will be applied towards the conduct of global phase 3 clinical trials in Alzheimer’s disease. As part of the share subscription by GMS, TauRx and GMS will establish a joint venture which will focus on redefining healthcare delivery for Alzheimer’s disease and early cognitive impairment in Asia. Partners Tan Su May and Alexander Yap led the transaction.

AZB & Partners has advised Infosys Ltd in respect of the de-listing of its American Depository Shares from NASDAQ and the listing of the same on the NYSE. On 20 February 2013, the ADS were listed for trading on the NYSE Euronext’s London and Paris Markets. In March 1999, Infosys issued and listed 2.07 million ADS on the NASDAQ. The company completed secondary ADS issuances in July 2003, June 2005 and November 2006 of US$294 million, US$1.1 billion and US$1.6 billion, respectively. Partner Shameek Chaudhuri led the transaction.

Clifford Chance has advised BOC International, Deutsche Bank and JP Morgan as joint lead managers in respect of the issue by Hainan Airlines (Hong Kong) Co Ltd of US$500 million 3.625 percent notes due in 2020. The bonds were backed by a RMB denominated standby letter of credit from the Bank of China, one of the few bond deals with this type of credit enhancement. Partner Connie Heng led the transaction.

Freshfields Bruckhaus Deringer has advised HKSE-listed Shanghai Industrial Holdings Ltd (SIHL), a conglomerate whose core businesses include infrastructure facilities, real estate and consumer products, in respect of its issuance of HK$3.9 billion (US$502.7m) zero coupon guaranteed convertible bonds due 2018. The bonds, issued through a wholly owned subsidiary of SIHL, are guaranteed by SIHL and are convertible into shares of SIHL. Freshfields also assisted SIHL in obtaining the listing of the bonds on the HKSE. The bonds were listed within 10 working days of the initial listing application being submitted. This deal demonstrates how the simplified regime under the revised Hong Kong listing rules successfully led to a reduction in time required for debt issues to professional investors. Partners Teresa Ko, Andrew Heathcote and Charles Ching drove the transaction.

Herbert Smith Freehills has advised PetroChina in respect of its acquisition of an interest in two Western Australian exploration assets from ConocoPhillips. Under the transaction agreements, which still require government and partner approvals, PetroChina will acquire a working interest in the Poseidon offshore discovery in the Browse Basin and in the Goldwyer Shale area in the onshore Canning Basin. The companies have also entered into a joint study agreement to identify unconventional resource reserves in the Neijiang-Dazu Block in China’s Sichuan Basin. Partner Hilary Lau led the transaction which is expected to be completed in the first half of 2013.

Herbert Smith Freehills has also advised Axiata Group Berhad, one of the largest Asian telecommunications companies, in respect of the strategic merger in Cambodia of Hello Axiata Company Ltd and Latelz Company Ltd which operates under its main Smart Mobile brand name. The transaction has an implied enterprise value of US$180 million. Axiata now holds a 90 percent stake in the combined entity and has emerged as one of the largest operators in Cambodia in terms of subscribers and revenue. Partners Veronica O’Shea and Brian Scott led the transaction.

Hogan Lovells Lee & Lee has advised the mandated lead arrangers in respect of the project financing of the Fujairah Oil Terminal in the Middle East. The US$251.86 million complex loan, security and swap package was arranged by Crédit Agricole Corporate and Investment Bank, First Gulf Bank PJSC, Maybank Investment Bank Berhad, National Bank of Fujairah PSC, Natixis Dubai Branch and The Bank of Tokyo-Mitsubishi UFJ Ltd Dubai Branch regulated by DFSA. The borrower is a special purpose company set up in the Fujairah Free Zone with key long-term storage contracts with Concord Energy Pte Ltd of Singapore and Sinomart KTS Development Ltd of Hong Kong, a subsidiary of Sinopec Kantons Holdings Ltd. The Fujairah Oil Terminal is expected to commence operations in 2014. Partner James Harris led the transaction.

Jones Day has represented Citicorp International Ltd as trustee in respect of the US$200 million 6.875 percent senior notes due 2018 in a Regulation S offering by MIE Holdings Corporation, an independent company engaged in the exploration and production of oil and gas in China, Kazakhstan and the US. Partner Joseph Bauerschmidt piloted the transaction which was completed on 6 February 2013.

Jones Day has also represented Citibank NA London Branch as trustee in respect of the US$500 million 3.625 percent senior unsecured notes due 2023 and US$500 million 4.875 percent senior unsecured notes due 2043 in a Rule 144A and Regulation S offering by PTT Thai Oil Public Co Ltd, one of Thailand’s leading integrated publicly listed refining and petrochemical companies. Partner Joseph Bauerschmidt also led the transaction which was completed on 23 January 2013.

K Law has advised IvyCap Ventures Trust in respect of the private equity investment in RML Information Services Private Ltd (RML). RML was incubated as a separate division of Thomson Reuters (India) and was hived off into a separate company. RML is engaged in collecting, aggregating and selling rural and agricultural information and related products and services to farmers and commodity lending and business intelligence units of institutions. Thomson Reuters has also invested in RML along with IvyCap Ventures Trust. Partner Praveen Raju led the transaction. Thomson Reuters was represented by Trilegal and the deal was spearheaded by partner Delano Furtado.

Khaitan & Co has advised CA Media Holdings (Mauritius) in respect of its primary and secondary investment in OML Entertainment Pvt Ltd. CA Media is the Asian investment arm of The Chernin Group, a privately held media holding company based in Los Angeles, California founded by Peter Chernin. Partner Ganesh Prasad acted on the transaction.

Khaitan & Co has also advised HDFC Bank Ltd Bahrain Branch in respect of a US$ term loan facility granted for financing the acquisition of BITS Pilani FZ LLC by Birla Institute of Technology and Science Company, India where the term loan proceeds were used to retire BITS Pilani’s existing debt. Partner Shishir Mehta acted on the transaction.

Kirkland & Ellis is representing the special committee of the board of directors of WSP Holdings Ltd in respect of its merger agreement announced on 21 February 2013 with WSP OCTG GROUP Ltd, a company owned by HDS Investments LLC. The transaction contemplated under the merger agreement represents a total transaction value of approximately US$893.6 million, including the assumption of the outstanding debt of WSP Holdings Ltd, a leading Chinese manufacturer of American Petroleum Institute (API) and non-API seamless casing, tubing and drill pipes. The merger is expected to close in the second quarter of 2013 and, if completed, will result in WSP Holdings Ltd becoming a privately held company and no longer listed on the NYSE. Partners David Zhang, Jesse Sheley, Pierre Arsenault and Benjamin Su are leading the transaction.

Latham & Watkins has represented WNS (Holdings) Ltd, a provider of global offshore business process outsourcing services, in respect of the US$185 million secondary offering of 14.5 million American Depositary Shares on the NYSE. The shares were sold by Warburg Pincus, WNS’s largest shareholder prior to the offering, and involved the sale of its entire remaining holdings of shares (approximately 30 percent) as American Depositary Shares. The underwriters exercised in full their over-allotment option granted by Warburg Pincus. Partner Min Yee Ng led the transaction.

Majmudar & Partners has advised San Francisco headquartered Burrill & Company in respect of its US$10 million Series B round of financing in Strand Life Sciences, a Bangalore-based life sciences company that develops data analysis and visualisation software for microarray gene expression data. Burrill & Company is a diversified global financial services firm focused on the life sciences industry with US$1.5 billion assets under management. The financing included both a primary investment into Strand and a secondary buy-out of the lead Series A investors, WestBridge Capital and Ascent Capital. Partner N Raja Sujith led the transaction. Strand was represented by Trilegal led by partner Kosturi Ghosh whilst WestBridge Capital was advised by AZB & Partners led by partner Srinath Dasari.

Maples and Calder has acted as Cayman Islands and British Virgin Islands legal counsel to Greentown China Holdings Ltd (Greentown), a Cayman Islands company listed on the HKSE, in respect of its issue of US$400 million 8.5 percent senior notes due 2018 which are now listed on the HKSE. Greentown, headquartered in Hangzhou (Zhejiang Province), China, is one of the leading property developers in China. Partner John Trehey led the transaction whilst White & Case acted as US and Hong Kong counsel and T&C Law Firm acted as PRC counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers whilst Jingtian & Gongcheng acted as PRC counsel.

Maples and Calder has also acted as Cayman Islands counsel to the initial purchasers in respect of MCE Finance Ltd’s issue of US$1 billion 5 percent senior notes due 2021 listed on the SGX. MCE Finance is a wholly owned subsidiary of Melco Crown Entertainment Ltd, a developer, owner and, through its subsidiary Melco Crown Gaming (Macau) Ltd, operator of casino gaming and entertainment resort facilities currently focused on the Macau market. Deutsche Bank AG, The Australia and New Zealand Banking Group, Bank of America Merrill Lynch and Citigroup Inc acted as joint lead managers and joint book-runners. Partner John Trehey led the transaction whilst White & Case acted as US counsel. Latham & Watkins acted as US counsel to MCE Finance whilst Manuela Antonio Lawyers and Notaries acted as Macau counsel.

Minter Ellison has advised Dental Corporation Holdings Ltd in respect of a A$370 million-plus (US$378.25m) transaction which will see it acquired by Bupa Australia Health Pty Ltd through a scheme of arrangement. Dental Corporation is Australia and New Zealand’s largest dental group with 190 clinics and more than 560 dentists and also has a substantial interest in Dental Corporation of Canada Inc which operates 25 practices in that country. The acquisition, which is subject to regulatory and shareholder approval, should be concluded by April 2013. Partners Tim Watkin and Alberto Colla led the transaction. Bupa Australia Health Pty Ltd was advised by Herbert Smith Freehills led by partner Bradley Russell.

Minter Ellison has also advised vehicle importer and retail group Inchcape plc in respect of its £78 million (US$118.16m) acquisition of 100 percent of Australia’s largest prestige and luxury car retailer Trivett Automotive Group. The acquisition adds further scale to Inchcape’s Australian business which has been operating in the country since 1992 and sells about 50,000 vehicles per annum through its distribution and retail network. Partners Matthew Hibbins and Peter George led the transaction. Trivett was advised by Robinson Legal led by partner Julie Briscoe.

WongPartnership has acted for TCC Assets (TCCA) in respect of the takeover offer for Fraser & Neave (F&N) which closed on 18 February 2013. The takeover offer values F&N at approximately S$13.8 billion (US$11.15 billion). The bid by TCCA is the largest M&A transaction in South East Asia’s corporate history. Partners Ng Wai King, Andrew Ang, Annabelle Yip, Audrey Chng, Teo Hsiao-Huey and Ameera Ashraf led the transaction.

WongPartnership has also acted as Singapore counsel for United Test and Assembly Centre Ltd and Global A&T Electronics Ltd in respect of the refinancing of an existing US$775 million senior financing by way of a financing package involving syndicated credit facilities of US$125 million and high yield senior secured notes of an aggregate amount of US$625 million. Partners Christy Lim, Tan Beng Lee, Carol Anne Tan and Chua Sui Tong led the transaction.