Deals – 29 August 2013

AZB & Partners has also advised Elder Venture (EV) and Elder Infosystems Private Ltd (EI) as the promoters and GA Global Investments Ltd (GA) in respect of the acquisition by HT Global IT Solutions Holdings Ltd (HT Global), an investment vehicle of Baring Private Equity Asia GP V LP, of approximately 125 million equity shares representing a 41.8 percent shareholding in Hexaware Technologies Ltd from EV, EI and GA. HT Global executed separate share purchase agreements with EV and EI for acquiring approximately 27.7 percent and with GA for acquiring approximately 14.1 percent of the share capital of Hexaware. HT Global will pay either INR126 (US$1.90) per share or INR135 (US$2.04) per share, with the higher price payable if HT Global acquires an aggregate shareholding in excess of 50 percent through market purchases or during the open offer. HT Global also triggered the open offer requirements of up to 26 percent under the SEBI Regulations 2011. Partners Abhijit Joshi and Essaji Vahanvati led the transaction which was valued between US$402 million and US$420 million and is yet to be completed.

Clayton Utz is advising Canadian-based global gold miner Barrick Gold Corporation in respect of the divestment of its Yilgarn South assets in Western Australia to Gold Fields Ltd for US$300 million. The Yilgarn South assets are comprised principally of the Granny Smith, Lawlers and Darlot mines. The agreement is subject to FIRB approval. UBS Securities Canada Inc and Bank of America Merrill Lynch are acting as financial advisors to Barrick. John Elliott, with support from partner Brett Cohen, is leading the transaction.

Clifford Chance has advised City Farmers in respect of the A$93 million (US$83.32m) investment by Quadrant Private Equity for a majority stake in the company’s pet retail chain in Australia. City Farmers is a leading specialty retailer of pet food, supplies and products with a current portfolio of 31 large format stores. The store network is primarily in Perth with an emerging presence in Brisbane and Melbourne. Quadrant is one of the leading private equity firms in the Australian market, with A$1.5 billion (US$1.34b) funds under management and investments in 51 businesses. Partner Michael Lishman led the transaction.

Clifford Chance has also advised Mizuho Bank Ltd as the lead arranger in respect of a US$200 million syndicated loan agreement for Bangchak Petroleum Public Company Ltd, a Thai oil company listed on the Stock Exchange of Thailand. The funds will be used for Bangchak’s future investments into its solar power projects as well for general corporate purposes. V Joseph Tisuthiwongse led the transaction.

Harry Elias Partnership has acted for China International Holdings Ltd, a company incorporated in Bermuda and listed on the Mainboard of SGX-ST, in respect of the acquisition of 55 percent of the issued and paid-up share capital of Triumph Kind Investment Ltd to acquire a 55 percent equity in Yichang Xinshougang Property Development Company Ltd which is undertaking the development of commercial complexes and residential properties, comprising the Yichang Convention Centre, the Yichang Hotel and the Yichang Commercial/Residential Property. The Yichang Convention Centre is expected to be the first international convention and exhibition centre in Yichang City, the second largest city in Hubei Province. Partners Claudia Teo and Khoo Boo Han led the transaction.

Harry Elias Partnership has also acted for SGX-ST Mainboard listed company Tsit Wing International Holdings Ltd in respect of the mandatory unconditional general offer by Hero Valour Ltd, a special purpose vehicle wholly owned by Peter Wong, the Chairman and Chief Executive Officer of Tsit Wing. Hero Valour announced a mandatory cash offer of S$0.3075 (US$0.24) per Tsit Wing share on 11 June 2013 after Wong acquired 20 million Tsit Wing shares at the same price, followed by a compulsory acquisition of shares exercise subsequent. Tsit Wing is Hong Kong’s leading food and beverage supplier with retail outlets and operations spanning Hong Kong and China, and distributes its products to other countries. Partners Claudia Teo and Khoo Boo Han also led the transaction.

Jones Day has represented institutional investment management company Equity International Management LLC in respect of its US$50 million investment in a real estate private equity management company based in Singapore with funds in Japan and China. Partner Dennis Barsky, assisted by partner Matt Skinner, led the transaction which was completed on 19 August 2013.

K&L Gates has represented leading Chinese social networking company Renren Inc, which is often referred to as “the Facebook of China”, in respect of its agreement to sell shares of its Groupon-like subsidiary Nuomi Holdings Inc to Chinese internet search provider Baidu Inc, also known as “the Google of China”. Baidu and Renren jointly announced on 23 August 2013 that Baidu Holdings Ltd, a subsidiary of Baidu, and Renren have entered into a definitive agreement, pursuant to which Baidu Holdings Ltd will acquire newly issued ordinary shares representing approximately 59 percent of the equity interest in Nuomi Holdings Inc, a wholly-owned subsidiary of Renren, for US$160 million in cash. Subject to the satisfaction or waiver of the closing conditions provided in the agreement, the parties expect to close the acquisition in the fourth quarter of 2013. Partners Wilson Chu and Jessica Pearlman advised on the matter.

Khaitan & Co has advised Recruit Holdings Co Ltd in respect of an agreement, through its wholly-owned subsidiaries RGF Hong Kong Ltd and RGF HR Agent Singapore Pte Ltd, to acquire 100 percent stake in NuGrid Consulting Private Ltd, one of the largest executive search firms in India. Headquartered in Tokyo, Japan, Recruit Holdings covers a wide range of business fields, from human resources to marketing support, and aims to help individuals in areas of business and housing. Partner Zakir Merchant and associate partner Niren Patel piloted the transaction.

Khaitan & Co has also advised Open Text Corporation in respect of its 100 percent acquisition of Cordys Software India Private Ltd, the Indian subsidiary of Cordys Holdings BV, for US$33 million. The transaction is part of the global acquisition of 100 percent of the Cordys Group which has operations in over ten jurisdictions, including India. Headquartered in Waterloo, Canada, Open Text is one of Canada’s largest software companies. It produces and distributes Enterprise Information Management (EIM) software solutions for large corporations across all industries. Partner Rabindra Jhunjhunwala led the transaction.

Milbank has represented SI Group Inc in respect of securing a favourable decision in a trade secret misappropriation case at the International Trade Commission (ITC) in Washington DC. The claim alleged that Chinese companies Sino Legend and Red Avenue, along with certain of their affiliates and principals, stole SI Group’s technology for manufacturing certain rubber resins. The ITC issued a notice on 17 June 2013 that a confidential initial determination had issued in favour of SI Group. The initial determination, which has now been released, stated that the respondents had access to and misappropriated SI Group trade secrets to develop four of their own competing resins, actively tried to conceal their activities, and were likely to circumvent a limited exclusion order. The judge also issued a recommended determination on remedy advocating a 10 year “general exclusion order” banning imports of those resins. The investigation is now before the ITC Commissioners and is currently targeted to be completed by 8 November 2013. Partners Chris Chalsen and Lawrence Kass led the transaction.

O’Melveny & Myers has advised KV Asia Capital in respect of the establishment of its first fund, KV Asia Capital Fund I. KV Asia Capital, founded in 2010, is a private equity firm focused on investments in mid-sized companies in South East Asia. Partner Dean Collins, supported by partner Larry Sussman, led the transaction.

Proskauer has represented CCB International as the lead initial investor in respect of a US$200 million guaranteed secured senior notes issued by HKSE-listed Zhuguang Holdings Group Company Ltd, a property development and investment company based in Guangdong, China. In consideration of the purchase of the senior notes, the issuer also issued to the initial investors warrants representing aggregate exercise price of US$40 million. Partner Jay Tai led the transaction.

Rajah & Tann is advising Synear Food Holdings Ltd in respect of its proposed voluntary delisting from the Main Board of the SGX-ST and the exit offer by UBS AG Singapore Branch, for and on behalf of Fortune Domain Ltd, to acquire all the issued ordinary shares in Synear’s capital, other than those already held, directly or indirectly, by Fortune Domain at the date of the exit offer. Last 15 October 2012, Synear and Fortune Domain jointly announced a proposal by Fortune Domain for the delisting and the exit offer in connection with the delisting. The exit offer is valued at approximately S$106.4 million (US$83m) and Synear is valued at approximately S$255.8 million (US$199.6m). Synear was incorporated in Bermuda and has been listed on the Main Board of the SGX-ST since August 2006. It is based in Henan Province, People’s Republic of China, and is, together with its subsidiaries, engaged in the production of quick freeze food products. Partners Howard Cheam and Soh Chai Lih are driving the transaction.

Rodyk has acted for Boustead Projects Pte Ltd, a wholly-owned subsidiary of Boustead Singapore Ltd, in respect of the negotiation of its second contract to design, build and lease an advanced R&D and technology centre expansion (Phase II) to Continental Automotive Singapore Pte Ltd (CASPL). Phase II will be connected to Continental Building, CASPL’s existing R&D and technology centre at Kallang iPark. Boustead Projects completed the existing Continental Building in 2012 on a similar design-build-and-lease arrangement. Partner Leong Pat Lynn, supported by partner Tan Shijie, led the transaction.

Rodyk has also acted for Shelford Properties Pte Ltd, a wholly-owned subsidiary of Tuan Sing Holdings Ltd, in respect of its project sales of Cluny Park Residence, a 52-unit freehold development located along the coveted Cluny Park Road, next to the Botanic Gardens. Partner Lee Liat Yeang, supported by partner Nadia Cardoz, led the transaction.

Stamford Law is advising in respect of the rights issue of SGX-Catalist listed Cedar Strategic Holdings Ltd to raise up to S$14.7 million (US$11.47m). Bernard Lui and Lim Swee Yong led the transaction.

Stamford Law has also advised Chimbusco Petroleum Singapore in respect of its claim against Gas Trade and Prestige Marine Group of companies, former MPA-licensed bunker suppliers and product-tankers operators. The insolvency proceedings were brought against the companies and the Group’s major shareholders and/or directors in the Singapore High Court. Chimbusco Petroleum obtained the insolvency orders in 2012. Four defendants filed appeals against the decision. The corporate entities’ appeals were subsequently withdrawn whilst the two individuals pressed on with the appeals. The appeals were heard on 14 August 2013 and were dismissed with costs. Wendy Tan led the transaction. The appellants were represented by N Sreenivasan SC of Straits Law Practice. In the earlier High Court hearing, the appellants were represented by Andre Maniam SC of WongPartnership.

WongPartnership has acted for Boustead Singapore Ltd in respect of the establishment of a S$500 million (US$390.25m) multi-currency debt issuance programme. The Hongkong and Shanghai Banking Corporation Ltd acted as the arranger and the dealer of the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for DBS Bank Ltd in respect of the placement by Keppel REIT Management Ltd (formerly known as K-REIT Asia Management Ltd) of 95 million new units in Keppel REIT at an issue price of S$1.26 (US$0.98) per new unit to raise gross proceeds of S$119.7 million (US$93.42m) to raise funds for the acquisition of an office building in Australia. Partners Long Chee Shan and James Choo led the transaction.