Deals – 28 June 2012

Allen & Gledhill has also acted as Singapore law for SP AusNet in respect of its issue of new stapled securities under an accelerated 3 for 20 underwritten non-renounceable pro-rata entitlement offer at an offer price of A$1.00 (US$1.01) per new stapled security to raise proceeds of A$434 million (US$439m). Macquarie Capital (Australia) Ltd and UBS AG Australia Branch acted as joint lead managers. Partner Yeo Wico led the transaction.

Allens has advised Interlink Roads Pty Ltd, the concessionaire of the M5 South West Motorway, in respect of all aspects of the M5 West Widening Project. Interlink Roads operates the 21km tolled M5 South West Motorway, which is part of the main passenger, commercial and freight route between Sydney Airport, Port Botany and south west Sydney. Partner Nigel Papi led the transaction whilst Freehills advised on the debt finance aspects and King & Wood Mallesons advised on the equity finance and tax aspects. Ashurst acted for the Roads and Maritime Services.

Amarchand Mangaldas has advised JM Financial Products Ltd in respect of the debt financing of INR110 crores (US$19.3m) provided by JM Financial Products Ltd to Wadhwagroup Holdings Private Ltd (holding company of Mumbai-based real estate group Wadhwa Group), by way of subscription to unlisted, secured, non convertible debentures (NCDs) issued by Wadhwagroup Holdings Private Ltd in three tranches. IDBI Trusteeship Services Ltd acted as the debenture trustee for the holders of the NCDs. The deal was signed on 11 June 2012 and the first tranche of NCDs were issued on the same day. Partner Ashish Jejurkar led the transaction.

Amarchand Mangaldas has also acted as domestic legal counsel to Speciality Restaurants Ltd in respect of its IPO of approximately 11.7 million equity shares for cash at INR150 (US$2.63) per equity share. The price band was fixed between INR146 (US$2.56) to INR 155 (US$2.72) per equity share. The issue opened for subscription on 16 May 2012, closed on 18 May 2012 and listed on 30 May 2012. The issue was for 25 percent of the post-issue paid up capital of Speciality Restaurants Ltd. The issue was subscribed 2.44 times. Partner Yash J Ashar led the transaction. Talwar Thakore & Associates Mumbai and White & Case Singapore acted as domestic legal counsel and international legal counsel, respectively to Kotak Mahindra Capital Company Ltd as the book running lead manager. Link Intime India Private Ltd was the registrar.

AZB & Partners has advised Cloverdell Investment Ltd (Cloverdell), a part of the Warburg Pincus group, in respect of the acquisition of approximately 26 million to 35 million (depending on outcome of the open offer) of the company’s total share capital from Pantaloon Retail (India) Ltd and Future Value Retail Ltd, the existing promoters of Future Capital; subscription to compulsorily convertible preference shares and, at the option of Cloverdell, to equity shares of Future Capital for approximately INR1 billion (US$17.58m); and open offer for acquisition of up to approximately 17.8 million equity shares of Future Capital, in accordance with SEBI Regulations 2011. Partner Essaji Vahanvati led the transaction which was valued at approximately INR8 billion (US$140.6m) and announced on 4 June 2012.

Clifford Chance is advising Arla Foods amba (Arla) in respect of an agreement to purchase an indirect stake of approximately 6 percent in HKSE listed China Mengniu Dairy Company Ltd (Mengniu) for approximately US$290 million, making Arla the second largest strategic shareholder in Mengniu after China National Cereals, Oils and Foodstuffs Corporation (COFCO). The transaction is considered the largest international cooperation in China’s dairy industry to date. In addition, Arla has entered into strategic cooperation agreements with Mengniu for Mengniu to be its exclusive strategic partner in China, and for Arla to be the exclusive source of supply of various consumer products to be imported by Mengniu into China and other selected countries. Arla will also provide technical, management, marketing and innovation advice to Mengniu in these countries. The parties have also agreed to cooperate in sourcing of ingredients from each other and in investments, co-investing or the pursuit of business opportunities in the dairy sector in Europe and China. Arla has also entered into agreements with COFCO to coordinate on the development of Mengniu’s dairy business in China. Partner Stephen Harder, assisted by partners Kelly Gregory and Amy Ho, is leading the transaction. Walkers, led by partner Arwel Lewis, has acted as BVI counsel.

Clifford Chance has also advised Huadian Fuxin Energy Corporation in respect of its issuance of 1.5 billion H shares at HK$1.65 (US$0.21) each. The IPO raised approximately HK$2.48 billion (US$319m). CITIC Securities, Bank of America Merrill Lynch, UBS and CLSA acted as joint global book-runners. Huadian Fuxin is a diversified energy company with hydropower projects and coal-fired power plants in South China’s Fujian province and wind power and clean energy projects throughout China. Partner Tim Wang led the transaction. Paul Hastings, led by partners Raymond Li, Sammy Li and David Grimm, represented CITIC Securities, UBS and Bank of America Merrill Lynch as the joint global coordinators.

Davis Polk has advised the joint global coordinators (composed of Citigroup Global Markets Inc, the Hongkong and Shanghai Banking Corporation Ltd and BOCI Asia Ltd) and the initial purchasers (composed of Citigroup Global Markets Inc, the Hongkong and Shanghai Banking Corporation Ltd, BOCI Asia Ltd, Barclays Bank PLC, Goldman Sachs (Asia) LLC, JP Morgan Securities Ltd, Mizuho Securities USA Inc, UBS AG Hong Kong Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, ICBC International Securities Ltd, Merrill Lynch International, SG Americas Securities LLC and Standard Chartered Bank) in respect of the Rule 144A/Regulation S offering by Sinopec Group Overseas Development Ltd, a wholly owned subsidiary of China Petrochemical Corporation, in respect of its US$1 billion 2.75 percent senior notes due 2017, US$1 billion 3.9 percent senior notes due 2022 and US$1 billion 4.875 percent senior notes due 2042. The transaction is the first global debt offering by China Petrochemical Corporation and the largest cross-border debt offering by a PRC company to date. Partners Eugene C Gregor, Li He and Paul Chow 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.

Herbert Smith has advised JP Morgan Securities (Asia Pacific) Ltd as the sole book-runner in respect of the placement by PRC entrepreneur Chen Fashu of up to 32 million H shares in the capital of Tsingtao Brewery Company Ltd (Tsingtao) at a placing price of HK$47 (US$6.06) per share. HKSE listed Tsingtao is one of China’s largest beer-makers. Partners Matt Emsley and Kevin Roy led the transaction.

Jones Day has represented MediaTek Inc in respect of its merger of MStar Semiconductor Inc, a company incorporated in Cayman Islands and listed on the Taiwan Stock Exchange, by way of a tender offer at the initial stage followed by a merger of MStar after antitrust clearance in all relevant jurisdictions. The transaction value is around NT$115 billion (US$3.83b), according to the TSE price of MStar on 22 June 2012). MediaTek plans to acquire between 40 to 48 percent of MStar in a tender offer before a full merger, expected to close early next year. MStar shareholders will get 0.794 of a new MediaTek share plus NT$1 (US$0.03) in cash for each stock held. Partner Jack J T Huang led the transaction.

Khaitan & Co has advised Saregama India Ltd (Saregama) in respect of the dismissal of a suit filed by Shemaroo Entertainment Ltd (Shemaroo) against Viacom 18, with Saregama seeking an injunction against the release or distribution of the movie “Department” released on 18 May 2012. Shemaroo claimed copyright infringement over using the catchword of the song “Thodi si jo pee li hai” from the movie “Namak Halal” which featured in Viacom 18’s movie “Department”. Saregama also claimed ownership of the copyright. Partner Ajay Bhargava led the transaction.

Khaitan & Co has also advised Birla SunLife Asset Management Company Ltd (BSLAMC) in respect of the subscription of secured non-convertible debentures issued by Coffee Day Resorts Private Ltd by various mutual fund schemes launched by Birla Sunlife Mutual Fund for a total consideration of approximately US$19 million. Established in 1994, BSLAMC is a joint venture between Aditya Birla Group and Sun Life Financial Inc, a leading international financial services organisation from Canada. Partner Ganesh Prasad led the transaction.

King & Wood Mallesons has acted for International Power, GDF Suez and Mitsui & Co Ltd as project sponsors in respect of the A$1.06 billion (US$1.07b) Loy Yang B refinancing. Partner Peter Doyle led the transaction. Freehills acted for the bank group, which consisted of a range of Australian and Asia-Pacific banks.

Maples and Calder has acted as Cayman Islands counsel to Tingyi (Cayman Islands) Holding Corp (Tingyi) in respect of its issuance of US$500 million 3.875 percent notes due 2017 listed on the SGX. Tingyi marked a first for Asia’s food and beverage sector when it priced a US$500 million debut dollar bond. It is also one of the few Taiwanese-owned companies to tap the dollar market. Tingyi is a leading producer and distributor in the food and beverage sector in the PRC and best known for the “Master Kong” instant noodle brand. Barclays Bank PLC and Deutsche Bank AG Singapore Branch acted as joint book-runners and managers whilst UBS AG Hong Kong Branch acted as the co-manager of the Issue. Citicorp International Ltd acted as trustee. Linklaters acted for the joint lead managers. Partner Christine Chang led the transaction whilst Sidley Austin acted as onshore counsel.

Maples and Calder and Anderson Mori & Tomotsune have also acted as Cayman Islands and Japan counsel, respectively in respect of the establishment of Epic Asia-Pacific Fund, an Asia-Pacific focused long/short equity fund promoted and managed by Japan-based Epic Partners Investment Co Ltd. Spencer Privett and Terence Ho led the Maples and Calder team whilst Mai Suenaga and Kunihiko Morishita led the Anderson Mori & Tomotsune team.

Mayer Brown JSM has advised Hanergy Holding Group Ltd (Hanergy), the largest privately-owned clean-energy developer in China, in respect of its acquisition of Solibro, a manufacturer of copper indium gallium diselenide (CIGS) co-evaporation technology and thin-film unit of insolvent German solar group Q-Cells SE (QCE). Hanergy is one of the major operators in China’s hydropower and solar photovoltaic industries. Solibro is based in Solar Valley Thalheim, Germany and has a subsidiary in Sweden and has a work force of 430 staff. After the completion of the acquisition, Hanergy is to significantly increase solar-panel production capacity. The transaction was led by partners Xiangyang Ge, Christof Gaudig and Ulrike Binder.

Minter Ellison has advised Brookfield Australia Funds Management Ltd in respect of the A$195 million (US$197.2m) off-market sale of its office tower at 10 Eagle Street, Brisbane to Commonwealth Managed Investments Ltd (of Commonwealth Property Office Fund.) The building colloquially known as the ‘gold’ tower is a 28,000 sqm, A-grade, office building located in the heart of Brisbane’s CBD. Partner David Stevens led the transaction. Freehills, led by Luke Simpson, advised Commonwealth Property Office Fund.

Minter Ellison’s Perth office has also advised Baosteel, one of China’s biggest steel groups, in respect of a transaction that links Baosteel with Fortescue Metals Group (FMG), Australia’s third largest iron ore miner, in the deal that covers one of the world’s most prospective magnetite iron projects in Western Australia’s Pilbara region. Under the deal, Baosteel and FMG will consolidate their interests in the Glacier Valley and Northstar mining leases into FMG Iron Bridge Ltd. FMG will own 88 percent and Baosteel 12 percent of FMG Iron Bridge, a Hong Kong-based subsidiary of FMG. Partner Andrew Thompson led the transaction. Corrs Chambers Westgarth, led by partner Peter Jarosek, advised FMG.

Norton Rose Hong Kong has advised UBS AG Hong Kong Branch, China International Capital Corporation Hong Kong Securities Ltd (CICC) and JP Morgan Securities Ltd, the joint global coordinators, joint book-runners, joint sponsors and joint lead managers, in respect of the global offering and IPO on the HKSE of China Nonferrous Mining Corporation Ltd of up to HK$2.4 billion (US$309.3m). The company is a leading and vertically integrated Zambia-based copper producer and was the largest PRC enterprise in terms of total overseas copper production in 2011. Other underwriters include Pacific Foundation Securities Ltd, China Merchants Securities (HK) Co Ltd and Haitong International Securities Company Ltd. The company will be listed on the HKSE on 29 June 2012. Shaun McRobert led the transaction.

Rahmat Lim & Partners has advised K & N Kenanga Holdings Berhad (Kenanga Holdings) and its wholly-owned subsidiary Kenanga Investment Bank Berhad (KIBB) in respect of a share purchase agreement with ECM Libra Financial Group Berhad for KIBB to acquire the entire issued and paid up capital of ECM Libra Investment Bank Berhad (EIBB). The transaction is valued at approximately MYR875 million (US274.4m). Simultaneously, KIBB also entered into a business merger agreement with EIBB for the acquisition of EIBB’s business. Partners Lim Teong Sit and Chia Chee Hoong led the transaction.

Rahmat Lim & Partners has also advised PacificMas Berhad (PacificMas) in respect of the completion of the disposal of its entire equity interests in five subsidiaries to OCBC Capital (Malaysia) Sdn Bhd (OCSB) for approximately MYR450 million (US$141m). Partners Lim Teong Sit and Zandra Tan Suet Ping led the transaction.

Rajah & Tann has advised Switzerland-based soft commodities wholesale merchant ECOM AgroIndustrial Corp Ltd (ECOM), as a vendor shareholder, in respect of JB Food Ltd’s (JB Food) proposed invitation and listing on the SGX-ST. The preliminary prospectus was lodged with the Monetary Authority of Singapore on 22 June 2012. The JB Food group is engaged in the production and sale of cocoa ingredient products, namely cocoa butter, cocoa powder, cocoa liquor and cocoa cake under the “JBCocoa” brand name and exports its products worldwide. Partners Chia Kim Huat and Danny Lim led the transaction whilst ATMD Bird & Bird LLP and Chee Siah Le Kee & Partners advised on Malaysian Law. Shook Lin & Bok advised AmFraser Securities Pte Ltd and Canaccord Genuity Singapore Pte Ltd as the joint issue managers, underwriters and placement agents.

Rodyk & Davidson has acted for Flipkart, an Amazon-like e-commerce company in India and one of India’s largest online retailers by sales, in respect of its raising US$150 million from its existing investors Accel Partners & Tiger Global Management LLC in over four rounds of funding. Flipkart’s projected turnover for the current fiscal year 2011/2012 is projected at INR500 crore (US$91m). Flipkart will use the new funding to improve the site’s backend, increase warehouse facilities, expand the supply chain logistic, sales and marketing initiatives and expand its current product categories. Partner Gerald Singham led the transaction, supported by partner Sarah Choong.

Rodyk & Davidson has also acted for the manager and the trustee of CapitaMall Trust (CMT) in respect of its sale by tender of Hougang Plaza to Oxley-Lian Beng Pte Ltd for S$119.1 million (US$93.36m). Hougang Plaza, a 3-storey shopping mall with a leasehold tenure of 99 years expiring on 28 February 2090, a land area of approximately 57,047 sq ft and a net lettable area of approximately 75,353 sq ft, is located close to Hougang MRT station and has significant redevelopment potential. Partners Melanie Lim, Lee Chau Hwei and Nicholas Chong led the transaction.

Shearman & Sterling has advised Aurora Solar Corporation (a joint venture comprised of, among others, Osaka Gas Co Ltd and Mitsubishi Corporation) in respect of its purchase of nine pv generating facilities in Ontario, Canada. Commercial operations are expected to begin at the end of 2012 and gradually expand through the end of 2013.The facilities will sell power to the Ontario Power Authority over a 20-year period. Partners Howard Steinberg, Robert Freedman, Etienne Gelencsér and Kenneth Lebrun led the transaction. Stikeman Elliott, led by Jim Harbell, Peter Hamilton and Lanette Wilkinson, acted as Canadian counsel to the sponsors.

Shook Lin & Bok has acted for The Bank of New York Mellon as the note trustee in respect of the establishment of a S$300 million (US$235m) multicurrency medium term note programme by GuocoLeisure Ltd. Partner Pok Eu Jin led the transaction.

Stamford Law has advised Maxi-Cash Financial Services Corporation, a leader and innovator in the Singapore pawn-broking industry, in respect of its listing on the SGX-ST Catalist. A public offer of 56 million new shares at S$0.30 (US$0.23) each was made and an overwhelming response, especially in the public retail offer which was 88 times subscribed, was received. Maxi-Cash surged 30 percent above its IPO price on its debut, closing at S$39 cents (US$0.30). Over 85 million shares had changed hands, resulting in it being the third most traded stock by volume. Maxi-Cash, a subsidiary of the listed jeweller and property developer, Aspial Corp Ltd, is the first pawn-broker to debut on the Singapore bourse.

Sullivan & Cromwell is representing SK Hynix Inc in respect of its US$248 million acquisition of Link_A_Media Devices Corporation LLP. Partner Patrick Brown is leading the transaction which was announced on 20 June 2012.

Walkers has acted as Cayman Islands counsel to Global Market Group Ltd in respect of its £9.7 million (US$15.12m) listing on AIM. Global Market Group Ltd has now become the largest Chinese company on AIM to date. Partner Denise Wong led the transaction.

Weil, Gotshal & Manges has represented Ontario Teachers’ Pension Plan (Teachers) in respect of the completion of its acquisition of a 9.9 percent stake in Kyobo Life Insurance Co Ltd (Kyobo), the third-largest insurer in South Korea.
Teachers is acquiring the stake from Korea Asset Management Corporation (KAMCO) for approximately US$400 million, following a sales process initiated by KAMCO earlier this year. Headquartered in Seoul, Kyobo is a privately held company that offers a broad range of life insurance products to its 4.5 million retail customers. The transaction, which was completed on 21 June 2012, is Teachers’ first direct investment in Korea and was led by Public Equities Relationship Investing group.

Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Tokio Marine Insurans (Malaysia) Berhad (TMIM) in relation to the acquisition of MUI Continental Insurans Berhad (MCI). TMIM is a subsidiary of Tokio Marine Asia Pte. Ltd. Singapore and its ultimate holding company is Tokio Marine Holdings Inc. in Japan. MCI is a general insurance company with CNA Financial Corporation (CNA), USA, as one of its shareholders. Partner Brian Chia led the transaction.

WongPartnership acted has for CIMB Bank Berhad Singapore branch and Standard Chartered Bank as the mandated lead arrangers in respect of the S$319.5 million (US$15.29m) facility to Harmony Convention Holding Pte Ltd to finance the major overhaul of the Suntec Singapore International Convention & Exhibition Centre and the total enhancement costs of such project, and to refinance the borrower’s existing facility and general corporate funding needs. Partners Christy Lim and Carol Anne Tan led the transaction.

WongPartnership has also acted for the Australia and New Zealand Banking Group Ltd as the sole book-runner, arranger and lead manager in respect of the issue of S$143 million (US$112m) senior secured fixed rate bonds due 2017 by Ubitech Hub Pte Ltd. Partner Trevor Chuan led the transaction.