Deals – 28 November 2013

Allen & Gledhill has also advised Viva Industrial Trust Management Pte Ltd, the manager of VI-REIT, and Viva Asset Management Pte Ltd, the trustee-manager of VI-BT, in respect of the S$315 million (US$251.5m) debt financing taken up by VI-REIT. The facility comprises a Singapore dollar senior secured term loan facility consisting of a three-year and four-year tranche, each amounting to S$135 million (US$107.8m), and a committed revolving credit facility of S$45.million (US$36m) to partly finance the acquisition of the properties in connection with the establishment and IPO of VIT. Partners Margaret Chin and Ong Kangxin led the transaction.

Amarchand & Mangaldas has acted for Amcor Flexibles India Private Ltd, a wholly-owned subsidiary of Amcor Ltd Australia, in respect of its acquisition of the flexible packaging undertaking of Parry Enterprises Ltd (part of the Murugappa Group) on a slump sale, debt-free and cash-free, going concern basis. Partner Vandana Shroff led the transaction which closed on 24 October 2013.

Amarchand & Mangaldas has also advised Peepul Capital Fund III LLC India in respect of its investment in Komli Media Inc, a company which runs a digital media technology platform mainly serving the Asia Pacific region. Partners Reeba Chacko and Arjun Lall led the transaction which was signed on 26 September 2013.

Appleby has acted as Cayman counsel for JC Group Holdings Ltd, which is principally engaged in the operation and management of full-service restaurants and cake shops in Hong Kong, in respect of its listing on the Growth Enterprise Market of the HKSE on 21 November 2013, with gross proceeds of approximately HK$50 million (US$6.45m). The group will use the net proceeds for the diversification of product offerings and enhancement of existing restaurant facilities, the strengthening of staff training, marketing and promotions, and additional general working capital. Partner Judy Lee led the transaction whilst Loong & Yeung Solicitors advised as to Hong Kong law. CFN Lawyers advised the sponsor, TC Capital Asia Ltd, and the underwriters as to Hong Kong law.

Appleby has also acted as Cayman counsel for China Success Finance Group Holdings Ltd in respect of its listing on the HKSE on 13 November 2013, with gross proceeds of approximately HK$268 million (US$34.57m) and net proceeds of HK$216.3 million (US$28m), assuming that the over-allotment option is not exercised. China Success Finance Group is a leading guarantee service provider offering financial and non-financial guarantee services and financial consultancy services in Foshan City, Guangdong, PRC. The group will use the majority of the net proceeds to expand its financial capability. The remainder will be used to pursue potential M&A opportunities within the industry. Partner Judy Lee also led the transaction whilst Loeb & Loeb advised as to Hong Kong law and Commerce & Finance Law Offices advised as to PRC law. Chiu & Partners advised the sponsors and underwriters as to Hong Kong law whilst Jingtian & Gongcheng advised as to PRC law.

Bingham has represented Kuraray in respect of a definitive agreement to acquire DuPont Glass Laminating Solutions/Vinyls for US$543 million, plus the value of the inventories. Japan-based Kuraray is a global specialty chemical company that was founded in 1926 and has overseas subsidiaries in 19 countries and regions outside of Japan. DuPont Glass Laminating Solutions/Vinyls has about 600 employees with six manufacturing sites in the US, Europe and Asia. The sale is expected to close during the first half of 2014 pending customary regulatory approvals. Counsel Joe Castelluccio, with partners Kevin Sheridan and Satoru Murase, led the transaction.

Clayton Utz has advised ASX-listed Skilled Group Ltd in respect of the proposed acquisition by its wholly-owned subsidiary ATIVO Pty Ltd of T&C Services Pty Ltd from ASX-listed Thomas & Coffey Ltd. The transaction was announced on 12 November 2013. Partner Andrew Walker led the transaction.

Clifford Chance has advised Intermediate Capital Group Plc (ICG) in respect of a 50:50 partnership with Nomura Holdings Inc. ICG is a specialist investment firm and asset manager whilst Nomura is one of Asia’s global investment banks. The partnership will facilitate the future structuring and distribution of new domestic mezzanine investments and funds to be managed by a local Japanese fund management company that will be established. ICG and Nomura have agreed to allocate ¥10 billion (US$98.7m) each to the initiative. Partner Andrew Whan, assisted by partner Eiichi Kanda, led the transaction.

Eversheds has advised BOCI Asia Ltd, as the sole placing agent, in respect of a top-up placing of existing shares of China Singyes Solar Technologies Holdings Ltd held by Strong Eagle Holdings Ltd at an aggregate placing price valued at HK$324 million (US$41.8m). Under the agreement, BOCI Asia agreed to place on behalf of Strong Eagle and Strong Eagle agreed to sell 32 million existing shares at HK$8.10 (US$1.04) per share. BOCI Asia was also granted an option to require Strong Eagle to sell an additional 8 million option shares. The option was fully exercised. The placing was completed on 15 November 2013. Partner Stephen Mok, assisted by partner Norman Hui, led the transaction.

Gide has advised Societe Generale in respect of the sale of its wholly-owned Vietnamese consumer finance subsidiary, Societe Generale Viet Finance Co Ltd (SGVF) to Ho Chi Minh City Development Joint Stock Commercial Bank (HDBank), a leading private bank in Vietnam. The finance company was one of the first and largest foreign-invested finance companies in Vietnam licensed in 2007. The transaction is the first time a credit institution was sold as a corporate entity – as opposed to acquired or merged by asset transfer – with the approval of the State Bank of Vietnam under existing regulations. Partner Samantha Campbell led the transaction.

Herbert Smith Freehills has advised SGX-listed AIMS AMP Capital Industrial REIT (AACI REIT), which is managed by AIMS AMP Capital Industrial REIT Management Ltd, in respect of conditional contracts for the proposed acquisition of a 49 percent indirect interest in the Optus Centre at Macquarie Park, Sydney, Australia for approximately A$184.4 million (US$168m) through the acquisition of units in the Stockland-managed Macquarie Park Trust from the unlisted Stockland Direct Office Trust No. 2. Conditional contracts for the transaction were exchanged on 23 November 2013, subject to AACI REIT unitholder approval. The proposed acquisition represents AACI REIT’s first acquisition in Australia. Upon completion of the acquisition, AACI REIT will acquire the 49 percent interest in the Optus Centre through a newly established managed investment trust structure. Partner Simon Taskunas led the transaction. Corrs Chambers Westgarth and Baker & McKenzie acted for Stockland whilst Rodyk & Davidson and Allen & Gledhill were Singapore counsel to AACI REIT and the AACI REIT Manager, respectively.

Khaitan & Co has advised Parry Enterprises India Ltd in respect of the transfer of its business undertaking AMCOR Flexibles India Pvt Ltd, comprising of Parry’s flexible packaging undertaking, including all identified assets and liabilities, utility contracts, employees, etc for approximately US$3.97 million. Parry is a subsidiary of Murugappa group and is engaged in the manufacture, import and export of all types of packaging materials. Partner Vaishali Sharma led the transaction with assistance from executive director Dinesh Agrawal.

Khaitan & Co has also advised Kokuyo Camlin Ltd in respect of its rights issue for approximately US$16.8 million. Kokuyo Camlin has been in existence for more than 75 years and is involved in manufacturing, selling and distribution of art materials and stationery products under its well–established brands ‘Camel’ and ‘Camlin’, which are one of the most recognised stationery and art material brands in India. Partner Nikhilesh Panchal led the transaction.

K&L Gates has advised Robinsons Retail Holdings Inc in respect of its successful IPO and listing on the Philippine Stock Exchange. The offering, which closed on 11 November 2013, raised US$622 million (prior to the exercise of the over-allotment option) and is one of the largest-ever IPOs in the Philippines. Robinsons Retail is one of the leading retail groups in the Philippines. Since opening its first department store in Manila in 1980, it has expanded to five other business segments, including supermarkets, do-it-yourself stores, convenience stores, specialty stores, and drugstores. Partner David Johnson led the transaction.

Majmudar & Partners is representing San Francisco-based mobile payments company Boku Inc in respect of its proposed acquisition of a 100 percent stake in Mumbai-based Spunk Media Private Ltd, which owns and operates the mobile billing aggregator business of Qubecell. The deal is expected to add more than 75 percent of the country’s mobile subscribers, which is roughly 550 million potential users, to Boku’s consumer base, making it the largest provider of direct carrier billing in India. The acquisition will also provide Boku with direct carrier billing connections with four of the largest carrier networks in India, along with a number of key local merchant relationships. Closing is expected in a few weeks. Partner Akil Hirani is leading the transaction.

Maples and Calder has acted as Cayman Islands counsel to Boyaa Interactive International Ltd in respect of its redomiciliation, IPO and listing of HK$986 million (US$127.2m) shares on the HKSE. Headquartered in Shenzhen, Boyaa is an online board and card game developer backed by Sequoia Capital. Partner Christine Chang led the transaction whilst Simpson Thacher & Bartlett acted as Hong Kong and US counsel. Credit Suisse and China Renaissance, the joint book-runners and joint managers, were advised by Kirkland & Ellis.

Maples and Calder has also acted as Cayman Islands counsel to FocalTech Corporation Ltd in respect of its reorganisation and its NT$1.75 billion (US$59m) IPO on the Taiwan Stock Exchange. Founded in 2005, FocalTech is an integrated circuit (IC) design house specialising in digital signal processing algorithm and mixed-signal circuit design for applications, including touch panel controller ICs. It is currently the largest touch controller IC provider in China. Partner Christine Chang also led the transaction whilst Tsar & Tsai Law Firm acted as Taiwan counsel.

Mayer Brown JSM has advised Industrial and Commercial Bank of China (Asia) Ltd (ICBC Asia) in respect of its financing of three bidders in making, together with an indirect subsidiary of PRC stated-owned company Aviation Industry Corporation of China (AVIC), Beijing, China, a joint public takeover offer for the shares of Frankfurt- listed KHD Humboldt Wedag International AG, a German industrial-plant builder. The three separate term loan facilities have a total aggregate amount of €197.8 million. This is the first public takeover by a Chinese state-owned enterprise in Germany. Partner Francis Chen, assisted by partners Dr Ulrike Binder and Dirk-Peter Flor, led the transaction.

Rahmat Lim & Partners and Allen & Gledhill have advised Sime Darby Motors Sdn Bhd (Sime Darby Motors) and Sime Singapore Ltd (SSL) in respect of the acquisitions of 89.15 percent of Europe Automobiles Corporation Holdings Pte Ltd (EACH) and 16.02 percent of Europe Automobiles Corporation (EAC) via SSL for US$37 million. EACH holds 82.98 percent of EAC, which holds the distribution rights of BMW and MINI marques in Vietnam. The acquisitions mark the expansion of Sime Darby Motors into Vietnam. Advising Sime Darby Motors and SSL was Partner Chia Chee Hoong of Rahmat Lim & Partners. Advising Sime Darby Motors and SSL on Singapore law was Allen & Gledhill partner Oh Hsiu Hau.

Rajah & Tann is advising Phillip Capital Group, a leading Asian financial house with operations in 10 jurisdictions across the Asia Pacific region, as well as Japan, the UAE, UK, France, Turkey, and USA, in respect of its acquisition of HwangDBS Commercial Bank Plc in Cambodia and its wholly-owned subsidiary, HwangDBS Securities (Cambodia) Plc, from Malaysian financial services group Hwang-DBS (Malaysia) Bhd in a US$40 million deal. The acquisition is made by Phillip MFIs Pte Ltd, a member of the Singapore-based PhillipCapital Group. PhillipCapital has an existing presence in Cambodia with MFI subsidiary, Kredit Microfinance Institution. The deal is expected to complete in the first quarter of 2014. Partners Lim Wee Hann and Terence Quek are leading the transaction in collaboration with Christopher & Lee Ong led by Kuok Yew Chen and R&T Sok & Heng Law Office led by Heng Chhay.

Rajah & Tann is also advising SGX-listed United Engineers Ltd (UEL) and UE Centennial Venture Pte Ltd, UEL’s subsidiary which is undertaking the exit offers, in respect of the group’s proposed all-cash exit offers for shares and convertible bonds of WBL Corporation Ltd (WBL), in connection with the proposed voluntary delisting of WBL from the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual. The exit offers value WBL at S$1.23 billion (US$985.65m). The delisting and making of the exit offers is subject to SGX-ST granting WBL a waiver from the requirement to hold an extraordinary general meeting to obtain shareholders’ approval for the delisting pursuant to Rule 1307 of the Listing Manual and confirmation by the SGX-ST that it has no objection to the delisting. Partners Goh Kian Hwee, Lawrence Tan, Cynthia Goh and Soh Chai Lih led the transaction.

Shearman & Sterling is advising IntercontinentalExchange Group Inc (ICE), the leading global network of regulated exchanges and clearing houses for financial and commodity markets, in respect of its definitive agreement to acquire in an all-cash transaction Singapore Mercantile Exchange (SMX). SMX, which operates futures markets in Singapore across metals, currencies, energy and agricultural commodities, is a wholly-owned subsidiary of Financial Technologies (India) Ltd (FTIL). ICE will also acquire 100 percent of Singapore Mercantile Exchange Clearing Corporation, a wholly-owned subsidiary of SMX. The acquisition will provide ICE with exchange and clearing infrastructure in Asia for the first time, adding to ICE’s current footprint in the US, Canada, Brazil, UK and continental Europe. The transaction is expected to close by the end of 2013, subject to receipt of applicable regulatory approvals and satisfaction of closing conditions. Partners David Connolly, Barney Reynolds, John Cannon, Thomas Donegan, Stephen Fishbein, Geoffrey Goldman, and Iain Scoon led the transaction whilst Luthra & Luthra acted as Indian counsel. Rajah & Tann, led by partners David Yeow, Tan Chon Beng and John Cordova, advised FTIL and Financial Technologies Singapore Pte Ltd as lead counsel and Singapore counsel whilst Wiggin and Dana and J Sagar Associates acted as US counsel and Indian counsel, respectively, to FTIL.

Shook Lin & Bok is acting for Jubilee Industries Holdings Ltd in respect of a non-binding memorandum of understanding with Jewelstone Properties Ltd for the proposed acquisition of Jewelstone’s entire equity interest in Tenderside Ventures Ltd (TVL) for RM150 million (US$46.6m)). The proposed acquisition, if undertaken and completed, is expected to result in a “reverse takeover” of Jubilee. TVL owns 60 percent of the equity interest in Viridea Lakeside Sdn Bhd, a special purpose vehicle incorporated in Malaysia for property development, which has contracted to acquire a property development project known as “Viridea @ Medini Lakeside” in Medini Iskandar, Johor, Malaysia. Medini Iskandar is a 2,230-acre flagship development positioned as the new urban township of Iskandar. Partners Robson Lee and Andrea Chee are advising on the transaction.

Simpson Thacher has represented Goldman Sachs International in respect of the offering of 10 million global depositary shares of Hermes Microvision Inc (HMI) for approximately US$291.7 million pursuant to Rule 144A and Regulation S. HMI is the world’s leading provider of e-beam inspection tools and solutions for defect control and yield management in advanced semiconductor manufacturing process R&D and volume production. HMI’s global depositary shares are listed on the Luxembourg Stock Exchange and traded on the Euro MTF Market. HMI’s common shares are listed and traded on the GreTai Securities Market in the PRC. Chris Lin, Asher Hsu, Tse-Yu Su and Sophie Staples led the transaction.

Slaughter and May is advising China Power International Development Ltd in respect of its acquisition of 100 percent interest in Wuhu Electric Power Generating Company Ltd from its controlling shareholder, China Power International Holding Ltd, for RMB1.45 billion (US$238m). The acquisition was announced on 14 October 2013 and was approved by shareholders on 15 November 2013. It constitutes a disclosable and connected transaction under the Hong Kong Listing Rules. HKSE-listed China Power’s principal activities are the development, construction, operation and management of power plants in the PRC. Wuhu Electric power holds two 660MW ultra super-critical coal-fired power generating units located in Wuhu City of Anhui Province in the PRC. Partner Benita Yu is leading the transaction.

Slaughter and May Hong Kong has also advised Semiconductor Manufacturing International Corporation (SMIC) in respect of its issue of US$200 million zero coupon convertible bonds due 2018. The bonds were listed on the SGX on 8 November 2013. SMIC may issue to subsidiaries of Datang Holdings (Hong Kong) Investment Company Ltd (Datang) and China Investment Corporation (CIC) an additional amount of bonds up to US$54.6 million and US$32.2 million, respectively, as a result of their exercise of their pre-emptive rights to subscribe for bonds issued by SMIC pursuant to earlier agreements. The pre-emptive subscriptions will constitute SMIC’s connected transactions and will be subject to shareholders’ approval. Datang, a PRC state-owned enterprise headquartered in Beijing, is mainly engaged in TD-SCDMA (third generation 3G) mobile telecommunication, wireless access and integrated circuit design. CIC is an investment institution established under PRC laws in September 2007. The joint managers for the issue were JP Morgan Securities plc and Deutsche Bank AG Hong Kong Branch. Partner Benita Yu also led the transaction.

Trilegal has advised the promoters of Energy Leader Batteries India Private Ltd (ELBI) in respect of the acquisition by US-based EnerSys Reserve Power Pte Ltd of the remaining stake in ELBI, the Indian joint venture company of EnerSys. The firm advised ELBI’s promoters in the sale of their entire shareholding in ELBI to EnerSys and in the exit of the promoters from the management of ELBI. Partner D Pavan Kumar led the transaction which closed on 18 November 2013. Kochhar & Co Mumbai advised EnerSys Reserve Power Pte Ltd.

Weil, Gotshal & Manges is serving as US counsel to Baring Private Equity Asia in respect of NYSE-listed Giant Interactive Group Inc’s US$2.8 billion take private bid. Giant Interactive, one of China’s leading online game developers and operators, received a preliminary non-binding proposal letter dated 25 November 2013 from the company’s chairman, Yuzhu Shi (and certain of his affiliated entities) and an affiliate of Baring Private Equity Asia. The consortium proposed to acquire all of Giant Interactive’s outstanding ordinary shares, including ordinary shares represented by the company’s American depositary shares (ADSs) (each representing one ordinary share of the company), at US$11.75 in cash per ordinary share or ADS. As of 25 November 2013, the consortium members beneficially owned approximately 47.2 percent of the company’s share capital on a fully enlarged basis. The Board, other than Yuzhu Shi, is reviewing and evaluating the consortium’s proposal. Partner Akiko Mikumo is leading the transaction whilst O’Melveny & Myers is acting as US counsel. Wilson Sonsini Goodrich & Rosati is acting as US counsel to Yuzhu Shi and the consortium.

WongPartnership has acted for Ascendas Pte Ltd in respect of the setting up of the Ascendas India Growth Programme in which GIC Private Ltd, Singapore’s sovereign wealth fund, is a principal investor. The programme has a target asset size of S$600 million (US$479m) and will be investing in business space in multiple Indian cities. Partners Ong Sin Wei, Tan Teck Howe and Felicia Marie Ng led the transaction.

WongPartnership has also acted for United Overseas Bank Ltd in respect of the grant of term and revolving facilities of up to S$420 million (US$335.45m) to Sherwood Development Pte Ltd (a joint venture between Keppel Land Ltd and China Vanke Co Ltd) to, inter alia, finance the construction of a residential development in Singapore. Partners Christy Lim, Tan Beng Lee and Serene Soh led the transaction.