Deals – 28 July 2011

Allen & Gledhill is also advising Arisaig Partners (Asia) Pte Ltd, manager of Arisaig Asia Consumer Fund Ltd (AACF), in respect of Nestlé SA’s (Nestlé) proposal to acquire a 60 per cent interest in Hsu Fu Chi International Ltd (HFC). The proposed acquisition of the 43.52 per cent stake will be by way of a scheme of arrangement whilst the 16.48 per cent interest will be from individual shareholders. Nestlé has entered into an implementation agreement with HFC for the scheme. As part of the transaction, AACF has entered into an irrevocable undertaking to vote its 8.95 percent shareholding in HFC in favour of the scheme. The deal is valued at approximately S$1.5 billion (US$1.25b). Partners Prawiro Widjaja and Song Su-Min led the transaction.

Allens Arthur Robinson is advising China’s largest gold producer Zijin Mining Group Co Ltd (Zijin) in respect of its A$27.7 million (US$30.5m) investment in ASX listed Norton Gold Fields (Norton). The deal, announced on 26 July 2011, will see the private placement of 138.35 million shares at a price of A$0.20 (US$0.22) per share. Norton will use the capital to help reduce its debt levels to A$50 million (US$55m). Under the deal, Zijin will acquire a 17 per cent stake in Norton. The placement will be conducted in two tranches, with the second subject to shareholder and regulatory approvals. Partner Campbell Davidson led the transaction.

Allens Arthur Robinson has also advised Canada Pension Plan Investment Board (CPPIB) in respect of the sale of its stake in toll road operator Transurban Group for A$903 million (US$995.5m). CPPIB, which is one of the world’s largest institutional investors, has sold more than 172 million stapled securities, about 12 per cent of the issued capital of Transurban, for A$5.23 each (US$5.77). The securities were sold under a fully underwritten fixed-price block trade managed by UBS. The transaction represents the largest block trade on the ASX this year, and one of the largest trades ever in Australia. Partner Wendy Rae led the transaction.

Ashurst has advised sponsors Samsung Engineering, Invest AD and United Utilities in respect of the development and financing of the Muharraq wastewater plant and associated sewer trunk main project in Bahrain. Samsung, Invest AD and United Utilities are committing 45 per cent, 35 per cent and 20 per cent of the equity, respectively. The US$285 million debt package comprises a direct loan from the Export-Import Bank of Korea (K-EXIM), a K-EXIM covered facility and an uncovered commercial facility. A JV between Samsung and United Utilities will operate and maintain the facilities. Partner David Wadham led the transaction. Shearman & Sterling advised the lenders. Hatim Zu’bi and Qay’s Zu’bi provided Bahraini law advice to the sponsors and lenders, respectively.

Baker & McKenzie has acted for Canada Pension Plan Investment Board (CPPIB) in respect of its acquisition of 50 per cent of the shares in Hong Kong Interlink from Goodman Group, one of the world’s largest listed fund managers specialising in industrial and business properties. The gross purchase price of CPPIB’s interest is approximately C$285 million (US$300m). CPPIB is making an equity commitment of approximately C$205 million (US$216m) and assuming debt of approximately C$80 million (US$84.2m) to purchase the 50 per cent interest. The other 50 per cent of Hong Kong Interlink will be owned by the Goodman Hong Kong Logistics Fund. Partners Cheung Yuk Tong and Dorothea Koo led the transaction.

Baker & McKenzie has also advised PT Salim Ivomas Pratama Tbk, one of the largest plantation companies and manufacturers of edible oils and fats in Indonesia, in respect of its global offering under Rule 144A and Regulation S and its listing on the Indonesia Stock Exchange. Kim Eng Securities Pte Ltd and Deutsche Bank AG were the joint bookrunners and international selling agents for the IPO. Partner Yeo Jih-Shian led the transaction. Allen & Overy acted for the underwriters.

Colin Ng & Partners has advised waste company 800 Super Holdings Ltd (800 Super) in respect of its IPO on Catalist this year. The group is offering 32.2 million placement shares at S$0.22 (US$0.18) each, comprising 30.2 million new shares and two million vendor shares. 800 Super, one of four licensed public waste collectors appointed by the National Environment Agency (NEA), expects to raise net proceeds of approximately S$5.3 million (US$4.4m) from the placement which the company will be using to expand and grow. Based on its offer price, 800 Super’s total issued share capital upon completion of the IPO will be 178.8 million shares, with a market capitalisation of approximately S$39.3 million (US$32.6m). Partner Ong Wei Jin acted on the matter.

Gilbert + Tobin has acted for ANZ and Investec in respect of the financing to design, build, operate and maintain the QEII Medical Centre Car Parking PPP Project in Western Australia. The transaction closed on 6 July 2011. The project is one of the first PPPs in the Western Australian market in recent times and reached financial close in just over one month after the successful consortium was announced. Partner Ros O’Mally led the transaction.

HopgoodGanim has advised Indigo Telecom in respect of its deal with Australia Post to distribute Indigo’s mobile phones and plans through Australia Post’s retail outlets nationally. Indigo’s next generation mobile GSM/satellite phones and service plans will be available through Australia Post retail outlets, ensuring accessibility for over one million people throughout remote regions of Australia. The deal will see the postal outlets become a one-stop-shop for Indigo’s mobile services. Hayden Delaney led the transaction.

Khaitan & Co has advised Forever Living Products Inc in respect of internal restructuring exercise to trifurcate the functions of Forever Living Products (India) Private Ltd into three separate companies for its imports, outsourced services and retail sales operations. Founded in 1978 by Rex Maughan and based in Scottsdale, Arizona, Forever Living is a multi-billion dollar company with a presence in over 145 countries. It manufactures and sells dozens of exclusive, beneficial wellness products based on aloe vera. Director Ketan Kothari acted on the matter.

Khaitan & Co has also advised Deutsche Bank AG in respect of the financial assistance by way of an external commercial borrowing of US$85 million availed by the Financial Technologies (India) Ltd and an offshore facility of US$115 million availed by FT Group Investments (Pvt) Ltd, an overseas subsidiary of Financial Technologies (India) Ltd for purposes of investment in subsidiaries or joint ventures of Financial Technologies (India) Ltd outside India. Partner Shishir Mehta acted on the matter.

Latham & Watkins has represented China Shanshui Cement Group Ltd, one of the largest producers of clinker and cement in China, in respect of its offering of CNY1.5 billion 6.5 per cent senior notes due 2014. The transaction priced on 15 July 2011 and closed on 22 July 2011. BOC International, Credit Suisse, Deutsche Bank and UBS acted as joint lead managers and joint bookrunners of this offering. The senior notes are listed on the SGX-ST. Partner Eugene Lee led the transaction.

Latham & Watkins has also advised the book running lead managers, comprising Citigroup Global Markets India Private Ltd, Enam Securities Private Ltd and Nomura Financial Advisory and Securities (India) Private Ltd, in respect of Apollo Hospitals Enterprise Ltd’s (Apollo Hospitals) approximately US$74 million 144A and Regulation S qualified institutional placement of approximately 6.66 million equity shares listed on the National Stock Exchange of India and the Bombay Stock Exchange. Apollo Hospitals is one of the largest private healthcare services providers in India. Partners Rajiv Gupta and Michael Sturrock led the transaction.

Llinks has acted as PRC counsel for Macquarie as the sole sponsor in respect of the HKSE listing of Shunfeng Photovoltaic International Ltd (Shunfeng Photovoltaic) on 13 July 2011. Shunfeng Photovoltaic is a manufacturer of high-performance solar cells and related solar products with annual production capacity of 420MW whose main business is based in China. It is focused on the development and production of mono-crystalline solar cells and is planning to expand into multi-crystalline solar cells and silicon wafers in 2011.

Majmudar & Co has acted as Indian counsel for The CAPITA Group Plc, a FTSE 100 outsourcing and professional services company headquartered in the UK, in respect of its acquisition of the call centre business of another UK-based group, Club24 Ltd (Ventura) and its Indian subsidiary. The deal was led by partner Rukshad Davar.

Mayer Brown JSM has advised Mitsui OSK Lines Ltd (MOL) and China Shipping Development Company Ltd (CSD) in respect of a project for the acquisition, financing and long-term time charter of four liquefied natural gas carriers with a combined value of up to US$1 billion to be built by Hudong-Zhonghua Shipbuilding (Group) Co Ltd, a subsidiary of China State Shipbuilding Corporation. These are the first LNG vessels to be built for MOL and CSD in China and are expected to be delivered in 2015-2016. Partner Alastair MacAulay led the transaction.

Orrick, Herrington & Sutcliffe has advised Intime Department Store (Group) Company Ltd, one of China’s largest department store operators, in respect of the offering of RMB1 billion 4.65 per cent guaranteed bonds due 2014 listed on the HKSE with a Regulation S placement to global investors. The dim sum bond offering, which took place on 19 July 2011, was jointly underwritten by Citicorp International Ltd, Nomura International plc and Industrial and Commercial Bank of China (Asia) Ltd. The proceeds will be used to finance future expansion, repayment of debt and for general corporate purposes. Partners Michelle Taylor and Edwin Luk led the transaction.

Shearman & Sterling is representing Simcere Pharmaceutical Group (Simcere) in respect of its establishment of a strategic partnership with Merck & Co Inc, acting through an affiliate and known as Merck Sharp & Dohme Corp (MSD) outside the United States and Canada, focused on providing improved access to medicines in major therapeutic areas in China. The partnership includes an equity joint venture that will be owned 51 per cent by an affiliate of Merck and 49 per cent by Simcere or one of its affiliates. Simcere and MSD agreed the forms of agreements pursuant to which the JV will co-promote and distribute selected medicines from both companies. Partner Ling Huang led the transaction.

Shook Lin & Bok’s Singapore office has acted for JK Yaming International Holdings Ltd in respect of the voluntary unconditional cash offer by CIMB Bank Berhad (Singapore Branch) for and on behalf of Luma Investments Ltd for approximately S$111.6 million (US$92.7m). Partner Wong Gang led the transaction.

Slaughter and May is advising United Energy Group Ltd (UEG) in respect of a US$640 million acquisition finance facility with China Development Bank Hong Kong Branch as lender. The facility forms the main part of the funding to finance the group’s acquisition of most of BP’s upstream oil and gas businesses in Pakistan. The acquisition was approved by UEG shareholders on 15 July 2011. The group intends to complete the transaction within the third quarter of 2011. UEG is the first non-state-owned HKSE listed company to acquire oil and gas assets from BP. Partners Benita Yu and Peter Lake led the transaction.

White & Case has advised GMR Energy (Singapore) Pte Ltd (formerly known as Island Power) on the S$1 billion greenfield financing of an 800-megawatt power project on Jurong Island, Singapore. The combined cycle power station will be fuelled by regassified LNG and is expected to start commercial operations in the fourth quarter of 2013. S$950 million worth of bank financing will be provided by a consortium comprising Standard Chartered Bank, CIMB, KfW, WestLB, National Australia Bank and Axis Bank. The team was led by Sebastian Buss and Nandan Nelivigi with support from partners Ken Hawkes, David Barwise and Nandakumar Ponniya. The lenders were advised by Norton Rose and Lee & Lee. Rajah & Tann advised Island Power.

WongPartnership has acted for the arrangers and lenders in respect of a S$260 million (US$216m) facility to RCMS Properties Pte Ltd for the re-financing of outstanding debt and general working capital, secured over, inter alia, The Ritz Carlton, Millenia, Singapore. Partner Susan Wong acted on the matter.

WongPartnership has also acted for Leighton Holdings Ltd, an Australian construction giant on its rollout plan in Singapore, in respect of the agreement between Leighton and Alcatel-Lucent to build a 4,800km submarine cable network between Singapore and Perth. Partner Lam Chung Nian acted on the matter.