|Allen & Gledhill has advised Oversea-Chinese Banking Corporation Ltd and RHB Bank Berhad in respect of the US$287 million financing of a floating, production, storage and offloading facility (FPSO). The financing is in connection with the deployment of the FPSO for an integrated gas development project in the North Malay Basin, Malaysia. Partners Gina Lee-Wan and Soh Yin Chuin led the transaction.
Allen & Gledhill is also advising United Envirotech Ltd (UEL) in respect of its conditional subscription agreement with KKR China Water Investment Holdings Ltd. Under the agreement, UEL proposed to allot and issue to KKR 98,536,000 shares in the capital of UEL, representing approximately 16.58 percent of UEL’s enlarged share capital. The transaction is valued at US$40 million. Partners Song Su-Min and Christopher Ong are leading the transaction.
AZB & Partners has advised Merrill Lynch Holdings (Mauritius) in respect of its sale of approximately 1.99 percent of the equity share capital of Multi Commodity Exchange of India Ltd to Blackstone GPV Capital Partners (Mauritius) VI FII Ltd for approximately INR1.04 billion (US$19.14m). Partner Kalpana Merchant led the transaction which was competed on 8 March 2013.
AZB & Partners has also advised Gerdau SA in respect of its acquisition of the entire stake held by the Kalyani Group, its joint venture partner, in Kalyani Gerdau Steels Ltd, resulting in Gerdau SA holding over 90 percent of the shareholding in Kalyani Gerdau Steels. Partner Sai Krishnan Bharatan led the transaction which was completed on 17 March 2013.
Fried, Frank, Harris, Shriver & Jacobson is acting as US legal advisor to Flora Bloom Holdings, a Cayman Islands exempted company with limited liability, and its wholly-owned subsidiary Flora Fragrance Holdings Ltd, a BVI-incorporated limited liability company, in respect of an agreement and plan of merger with LJ International Inc (LJI), a BVI-incorporated leading coloured gemstone and diamond jeweler, pursuant to which Flora Bloom will acquire LJI for US$2 per LJI’s ordinary share. Immediately following the transaction, Flora Bloom will be owned by a consortium of investors led by Yu Chuan Yih, chairman and chief executive officer of LJI, and including Urban Prosperity Holding Ltd (an entity owned and controlled by FountainVest China Growth Capital Fund LP and its parallel funds and affiliates), Peter Au, Ka Man Au, Hon Tak Ringo Ng, Yuin Chiek Lye and Vicky Chan, each a member of LJI management, and Zhicheng Shi and certain of his affiliated companies. If completed, the transaction which is conditional upon the approval of LJI’s shareholders will result in LJI becoming a privately-held company and its shares will then no longer be listed on the NASDAQ Global Market. Partners Douglas Freeman and Victor Chen are leading the transaction whilst Conyers Dill & Pearman and King & Wood Mallesons are serving as BVI and PRC legal advisors, respectively. Sidley Austin is serving as US legal advisor to Yih. Akin Gump Strauss Hauer & Feld is serving as US legal advisor whilst Maples and Calder is serving as BVI legal advisor to the Special Committee. Andrew N Bernstein PC and Han Kun Law Offices are serving as US and PRC legal advisors, respectively to LJI.
Gibson, Dunn & Crutcher’s Singapore office has represented Grandway Global Holdings Ltd and Atlas Equifin Private Ltd in respect of the sale of their approximately 32 percent stake in Multi Screen Media Private Ltd (MSM) to SPE Mauritius Holdings Ltd and SPE Mauritius Investments Ltd (SPE), indirect subsidiaries of Sony Pictures Entertainment Inc, for US$271 million. Negotiations between the parties began in 2011 and the transaction closed on 19 March 2013. The lengthy negotiations were complicated by the rapidly changing nature of India’s regulatory environment over the past two years, particularly those changes resulting from the recent Vodafone judgment and the introduction by the Indian Government of the General Anti-Avoidance Rule. These complications led the parties, their lawyers/tax advisers back to the drawing board a number of times. Partner-in-charge Jai Pathak led the transaction. SPE was advised by Paul, Weiss, Rifkind, Wharton & Garrison in London and by S&R Associates in India.
Herbert Smith Freehills has acted as Hong Kong and US counsel to ASM International NV, a leading global manufacturer and supplier of semiconductor equipment, in respect of its €422 million (US$539.5m) partial secondary placement of shares of its subsidiary, ASM Pacific Technology Ltd (ASM PT). ASM International placed a total of 47,424,500 ordinary shares, representing a 12 percent stake of ASM PT. The transaction was closed on 15 March 2013. Following the partial placement, ASM International will own a 40.08 percent stake of ASM PT and will continue to be the largest shareholder of ASM PT. Morgan Stanley and HSBC acted as joint book-runners on the placement. Partners Andrew Tortoishell and Kevin Roy led the transaction whilst Stibbe acted as the lead and Dutch counsel and Quarles & Brady advised on local US laws. Freshfields acted as the Hong Kong and US counsel to Morgan Stanley and HSBC.
Hogan Lovells has advised the Arab Petroleum Investments Corporation (APICORP) and Tufton Oceanic in respect of the financing for and acquisition of five medium range petroleum product tankers for APICORP Petroleum Shipping Fund. The shariah compliant fund, established by APICORP and co-managed by Tufton Ocean, is the first investment fund to be established by APICORP and is also the first fund in the Middle East aimed at a specific vessel category. The tankers will be employed in the regional and international tanker market for five years to help meet the projected upsurge in demand for petroleum product carriers. The financing for the tankers was provided by Standard Chartered Bank, SMBC, Riyad Bank and Natixis. Partner Robin Hallam led the transaction.
Khaitan & Co has advised Quest Diagnostics Inc in respect of the sale of Quest Diagnostics India Private Ltd’s diagnostic kits business related to HemoCue products to DHR Holding India Private Ltd, a subsidiary of Radiometer Aps. The transaction involved an acquisition by Radiometer Aps of Hemocue AB Sweden (subsidiary of Quest Diagnostics Inc USA) as well as an acquisition of the business of Quest Diagnostics India Private Ltd engaged in import and distribution of HemoCue products in India, through DHR Holding India Private Ltd (subsidiary of Radiometer) for US$300 million. Partner Rabindra Jhunjhunwala led the transaction with assistance from executive director Daksha Baxi on the direct tax aspects and executive director Dinesh Kumar Agrawal on the indirect tax aspects.
Khaitan & Co has also advised Vilmorin & Cie in respect of the acquisition of a 39 percent stake in Bisco Bio Sciences Private Ltd from its promoters, thereby making Bisco a wholly owned subsidiary of Vilmorin for approximately US$25.4 million. Vilmorin is the fourth largest seed company in the world with about 260 years of history in the seed business. Partner Abhilekh Verma led the transaction.
Majmudar & Partners has acted as Indian legal counsel to Axis Bank Ltd Singapore in respect of an external commercial borrowing transaction of US$20 million to Shyam Metalics and Energy Ltd, a manufacturer of high quality sponge iron, and a group company of the Shyam Group of Industries, one of the front runners in the iron and steel sector in Eastern India and amongst the largest manufacturers of ferro alloys in the country. Partner Prashanth Sabeshan led the transaction.
Paul Hastings has represented Ayala Land Inc in respect of its US$300 million top-up placement. Ayala Land is the largest real estate conglomerate in the Philippines engaged principally in the planning, development, subdivision and marketing of large-scale communities having a mix of residential, commercial, leisure and other uses. UBS was the sole book-runner and placement agent. The placement was an overnight book-built offering structured as a top-up placement by Ayala Corporation wherein all the proceeds will be received by Ayala Land. Ayala Land will use the proceeds of the share placement primarily to fund its next phase of development. Partners Patricia Tan Openshaw and Steven Winegar led the transaction.
Paul Hastings has also represented HKSE-listed Glorious Property Holdings Ltd, a leading PRC property developer based in Shanghai, in respect of its issuance of additional senior notes amounting to US$150 million due 2018 which will be consolidated to form a single series with the US$250 million senior notes issued on 4 March 2013. Deutsche Bank, Haitong International, ICBC International, JP Morgan, The Royal Bank of Scotland and UBS were the joint book-runners and joint lead managers in the offer and sale of the additional notes. Glorious Property intends to use the net proceeds from the offering for refinancing existing debt and for general corporate purposes. Partners Vivian Lam, David Grimm and Christian Parker led the transaction.
Rajah & Tann has advised A Menarini Srl in respect of the disposal by A Menarini Group, a leading pharmaceutical company currently operating in 13 markets in the Asia Pacific region, of its contract service outsourcing business to an Asian leading healthcare distributor. The disposal involves working with local counsel in five jurisdictions across the Asia Pacific region, namely Hong Kong, Indonesia, Malaysia, the Philippines and Thailand, on the transfer of contracts involving the provision of pharmaceutical and healthcare sales solutions to leading companies in the pharmaceutical industry and the transfer of medical representatives who serve as liaison officers with doctors, pharmacists and hospital medical teams. Partner Lim Wee Hann led the transaction whilst Deacons acted as Hong Kong counsel, Ali Budiardjo, Nugroho, Reksodiputro as Indonesia counsel, Kamilah & Chong as Malaysia counsel and Romulo Mabanta Buenaventura Sayoc & de los Angeles as Philippine counsel.
Rajah & Tann is also advising SGX-listed GuocoLand Ltd (GLL) group in respect of the group’s multicurrency medium term note programme which has been up-sized from S$1.5 billion (US$1.2b) to S$3 billion (US$2.4b) and will now cover notes as well as perpetual securities. The perpetual securities are proposed to be listed on the SGX-ST and will be offered amongst others to institutional and accredited investors. GLL has a market capitalisation of approximately S$2.5 billion (US$2b) and is a member of the Hong Leong group. Partners Goh Kian Hwee, Serene Yeo, Angela Lim and Tan Shu Fern are leading the transaction which was announced on 8 March 2013 and is yet to be completed.
Shook Lin & Bok has acted for KPMG Corporate Finance Pte Ltd (KPMGCF), the independent financial adviser to SGX-listed Kian Ann Engineering Ltd (KAE), in respect of the acquisition of KAE by Invicta Asian Holdings Pte Ltd, an indirect subsidiary of JSE-listed Invicta Holdings Ltd, by way of a scheme of arrangement for approximately S$192.8 million (US$155m). KAE was privatised at the end of the transaction. Partners David Chong and Ho Ying Ming led the transaction.
Sullivan & Cromwell is advising AXA in respect of a binding offer for its stake in AXA Private Equity from a group of investors and its agreement to start exclusive negotiations in respect of the offer. The overall consideration for the transaction would amount to €488 million (US$623.53m). AXA intends to continue to invest in funds managed by AXA Private Equity, with a total investment commitment of approximately €4.8 billion (US$6.13b) between 2014 and 2018. Upon completion of the proposed transaction, 40 percent of the voting rights attached to AXA Private Equity’s share capital will be held by AXA Private Equity’s management and employees, 33 percent by outside investors and 27 percent by AXA. Partners Olivier de Vilmorin and Nicolas de Boynes are leading the transaction which was announced on 22 March 2013. Linklaters worked on corporate aspects and Christophe Rontchevsky on tax aspects for AXA Private Equity and its management.
SyCipLaw has acted as Philippine counsel to Kingdom Hotel Investments (KHI) in respect of the sale of its shares in KHI-ALI Manila Inc and KHI Manila Property Inc, the developer and operator of the Fairmont Hotel and Raffles Suites & Residences Makati, to Ayalaland Hotels and Resorts Corp. Dubai-based KHI is a wholly-owned subsidiary of the Saudi Arabian conglomerate Kingdom Holding Company (KHC), which is chaired by Prince Alwaleed bin Talal. It has ownership interests in 19 properties in 13 countries. The sale involves a major stake in the Fairmont Hotel and Raffles Suites & Residences Makati development in the Philippines. Partners Imelda A Manguiat and Carina C Laforteza led the transaction.
Weerawong, Chinnavat & Peangpanor has represented BJC International Company Ltd (BJIHK), a 100 percent subsidiary of Berli Jucker Public Company Ltd (BJC), in respect of the acquisition of shares in a leading distribution, import/export company in Vietnam. The share acquisition enabled BJIHK to own the equivalent of a 65 percent interest in Thai An Vietnam Joint Stock Company (Thai An). The investment by BJIHK supports BJC’s strategy to expand its sales and distribution channels in Vietnam and neighboring countries in the lead-up to the AEC (ASEAN Economic Community) launch. Partner Troy Schooneman led the transaction which closed on 8 March 2013.
Withers’ BVI office has represented Baker Tilly in respect of the decision by the BVI Court confirming the validity of the appointment of Baker Tilly’s John Greenwood and Hadley Chilton as liquidators of BVI-incorporated four hedge funds, and deciding that a US receiver attempting to claim assets owned by the hedge funds’ would not be recognised by the BVI Court. Greenwood and Chilton were appointed voluntary liquidators of the funds, with effect from 24 October 2012, by their former investment adviser, Nikolai Battoo. Battoo is the subject of proceedings in the US by both the US Commodity Futures Trading Commission and the Securities and Exchange Commission. The Illinois Court appointed Brick Kane, of Robb Evans & Associates Ltd, as receiver to take control of all assets directly or indirectly owned by Battoo and others. The US receiver challenged the validity of the liquidators’ appointment, as well as seizing assets in the US and attempting to claim significant assets in Guernsey owned by the funds. Niki Olympitis, Sara-Jane Knock and Sharada Shaw led the transaction, together with Lloyd Tamlyn of South Square Chambers London. Alston & Bird acted as US counsel whilst Carey Olsen acted as Guernsey counsel.
WongPartnership is acting for Mermaid Maritime in respect of its non-renounceable and non-underwritten four-for-five rights issue with a private placement of unsubscribed excess rights shares to raise gross proceeds of approximately S$176.1 million (US$141.6m). Partners Gail Ong, Karen Yeoh and James Choo are leading the transaction.
WongPartnership has also acted for Raffles Education Corporation Ltd in respect of the update of its MTN Programme and in the issue of the notes under the MTN Programme. The Hongkong and Shanghai Banking Corporation Ltd (HSBC Bank) and United Overseas Bank Ltd (UOB Bank) acted as arrangers for the update of the MTN Programme and as dealers for the issue of the notes. Partner Trevor Chuan led the transaction.