Deals – 29 March 2012

Allen & Gledhill has also advised DBS Bank Ltd, as the sole lead manager and book-runner, in respect of Aviation Capital Group Corp’s (ACG) issue of S$150 million (US$119m) 4 percent notes due 2015. The notes were issued off ACG’s US$500 million multicurrency medium term note programme. Partner Glenn David Foo led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised Reliance Capital Ltd (RCL) and Reliance Capital Asset Management Company Ltd (RCAMCL) in respect of Nippon Life Insurance Company’s share purchase and shareholder’s agreement, executed on 22 March 2012, to purchase 26 percent of equity share capital of RCAMCL from RCL for INR1450 crores (US$285.5m). The deal represents the largest transaction of its kind in the asset management space in India, with several regulatory triggers. Partners Vandana Shroff and Ravindra Bandhakavi led the transaction. Nippon Life Insurance Company was represented by Khaitan & Co Mumbai and Anderson Mori & Tomotsune Tokyo.

Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Amcor Ltd, one of the top global packaging companies based in Australia, in respect of the acquisition of Uniglobe Packaging Private Company, a company engaged in the business of flexible packaging, by Amcor Flexibles India Private Ltd by way of purchase of 100 percent shares held by the promoters of Uniglobe Packaging Private Company. Amcor Flexibles India Private Ltd is a wholly owned subsidiary of Amcor Ltd. The deal, which was valued at approximately INR1005 million (US$19.8b), was signed on 20 March 2012 and is expected to close on or before 20 May 2012. Partner Vandana Shroff led the transaction whilst Ernst & Young Mumbai advised on taxation matters. Vikram Philip & Associates Mumbai was the legal advisor to Uniglobe Packaging Private Company.

Appleby has acted as Cayman counsel for Mongolian coal miner Kinetic Mines and Energy Ltd (Kinetic Mines) in respect of its HKSE listing on 23 March 2012 with gross proceeds of approximately HK$1.4 billion (US$180.3m). The Hongkong and Shanghai Banking Corporation Ltd acted as the sole sponsor. Partner Judy Lee led the transaction. Latham & Watkins advised on Hong Kong and US laws whilst Jingtian & Gongcheng advised on PRC law. Norton Rose advised the sole sponsor and underwriters as to Hong Kong and US laws whilst Jun He Law Offices advised as to PRC law.

AZB & Partners has advised Standard Chartered Securities (India) Ltd and JM Financial Consultants Private Ltd as the book-running lead managers in respect of qualified institutions placement by Trent Ltd which was completed on 20 March 2012. Partners Kalpana Merchant and Varoon Chandra led the transaction which was valued at approximately US$49 million.

Baker & McKenzie.Wong & Leow has advised the Al-Futtaim Group in respect of its acquisition of a strategic interest in RSH Ltd following the successful completion of a complex, multi-dimensional transaction. This is the second time the Al-Futtaim Group has instructed Baker & McKenzie on a major acquisition in Singapore, after its successful voluntary conditional cash offer and privatization of Robinson and Company Ltd in 2008. Together with Robinson and Company Ltd, the acquisition gives the Al-Futtaim Group a significant retail presence in Singapore. Partner Ai Ai Wong led the transaction.

Clifford Chance has advised Religare Capital Markets (RCM), as placement agent, in respect of the placement of new shares by Swiber Holdings Ltd which is expected to raise net proceeds of about S$62.5 million (US$49.6m). The transaction, which was completed on 26 March 2012, is RCM’s first primary block trade in Singapore for a company listed on the SGX-ST. Partner Raymond Tong led the deal.

Colin Ng & Partners is acting for Nobel Design Holdings Ltd in respect of the sale and leaseback of its industrial premises at 16 Tai Seng Street Singapore 534138 to RBC DEXIA Trust Services Singapore Ltd, in its capacity as Trustee of Cambridge Industrial Trust. The deal involves all relevant negotiations with Cambridge Industrial Trust Management Ltd, as manager of Cambridge Industrial Trust, the sale of the premises for approximately S$72.3 million (US$57.5m) and the leaseback based on a master lease of the entire premises for a term of six years on a triple net basis. Partner Ho Soo Lih is leading the transaction whilst Allen & Gledhill are advising Cambridge Industrial Trust.

Davis Polk is advising NEC Corporation in respect of its US$449 million acquisition of Convergys Corporation’s Information Management (IM) business. Following the acquisition, the IM business will be integrated into NetCracker Technology Corporation, a subsidiary of NEC and the leading provider of telecom operations and management systems to communications service providers worldwide. The acquisition is expected to close by late second quarter of 2012. Partners Theodore A Paradise, Michael Davis, Avishai Shachar and Jeffrey P Crandall are leading the transaction whilst Amarchand & Mangaldas & Suresh A Shroff & Co, led by partner Akila Agrawal, is acting as Indian legal advisor.

Hogan Lovells has advised Macquarie Capital Securities, as sole book-runner and placing agent, in respect of the placing of up to 86 million shares in HKSE-listed Mongolian Mining Corporation held by Petrovis Resources Inc, a substantial shareholder of Mongolian Mining, raising approximately HK$660 million (US$85m). Partner Terence Lau led the transaction.

J Sagar Associates has acted as the sole Indian counsel for Barclays Bank PLC London, Deutsche Bank AG Singapore Branch and Citigroup Global Markets Ltd London as dealers in respect of the ‘updation’ of Bank of Baroda’s existing medium term note programme and the increase in the aggregate nominal amount of the programme from US$1.5 billion to US$3 billion. The transaction closed on 13 March 2012. Partner Dina Wadia led the transaction whilst Allen & Overy acted as sole international counsel.

J Sagar Associates has also advised private equity fund India Industrial Growth Fund (Mauritius) Ltd (IIGF) in respect of its investment in DTL Ancillaries Ltd, a subsidiary of DTL India Holdings Ltd, a company listed on the Uttar Pradesh Stock Exchange. IIGF acquired a 26 per cent stake in DTL Ancillaries Ltd for INR250 million (US$5m) by way of subscription to equity shares in DTL Ancillaries Ltd and has an option to invest further up to INR200 million (US$4m). Partners Upendra N Sharma and Sidharrth Shankar led the transaction. DSK Legal, led by partner Raksha Kothari, advised DTL Ancillaries Ltd.

Khaitan & Co has advised Fame India Ltd in respect of its approximately US$18 million rights issue. Fame (I) Ltd is engaged in the operation and management multiplexes in India. In addition, it is also involved in the business of film distribution through one of its subsidiaries. It has a wide presence across 13 cities with 24 multiplexes. Partner Nikhilesh Panchal advised on the transaction.

Khaitan & Co has also advised Nippon Life Insurance Company (Nippon Life) in respect of the acquisition of a 26 percent stake in Reliance Capital Asset Management Ltd from Reliance Capital Ltd for approximately US$290 million. Nippon Life is a 122 year old Global Fortune 100 company and manages over US$600 billion in assets and among the largest total assets in the world for any life insurer. Nippon Life is the seventh largest life insurer in the world and the number one private insurer in Asia and Japan. Khaitan & Co acted as the Indian legal advisors on the transaction. Partner Zakir Merchant led the transaction.

Kim & Chang has advised NCsoft Corporation in respect of its acquisition on 2 March 2012 of a 63.37 percent stake in Entreew Soft Co Ltd from SK Telecom Company for KRW90 billion (US$79m). Jin-Hwan Kim and Tae-Han Yoon led the transaction which was completed on 2 March 2012.

Kim & Chang has also advised Hyundai Home Shopping Network Corporation in respect of its acquisition of a 34.64 percent stake in Handsome Corporation for KRW420 billion (US$369m). Handsome Corporation is a prominent company in the Korean fashion and apparel industry and is famous for its “Time,” “Mine” and “System” brands. Sang Yeol Park and Hyung Soo Kwon led the transaction which was completed on 16 February 2012.

King & Wood Mallesons has advised CFS Retail Property Trust in respect of the sale of a 50 percent stake in Brisbane’s Myer Centre, representing the largest property transaction in Australia to date in 2012. CFS Retail Property Trust is a retail-specific Australian Real Estate Investment Trust with a total asset value of A$8.7 billion (US$9b). Under the deal, ISPT, one of Australia’s leading unlisted property funds, acquired the half interest for A$366 million (US$379.6m), reflecting a capitalisation rate of 6.5 percent. CFS Retail Property Trust will use the proceeds of the sale to fund a range of capital management and investment activities, including an on-market buy-back of up to A$150 million (US$155.6m) of its units. Partner Andrew Erikson led the transaction. Holding Redlich represented ISPT and the Colonial legal team represented the property manager.

Latham & Watkins has represented Kinetic Mines and Energy Ltd, an integrated coal provider operating in China, in respect of its initial public offering (IPO) of 930 million shares and listing on the HKSE, including its international offering (144A/Reg S) of 837 million shares and Hong Kong public offering of 93 million shares. The Hongkong and Shanghai Banking Corporation Ltd was the sole global coordinator and sponsor of the offering, with a number of underwriters involved, including UBS AG Hong Kong Branch, BOCOM International Securities Ltd, VMS Securities Ltd, CCB International Capital Ltd and Guotai Junan Securities (Hong Kong) Ltd. The transaction closed on 23 March 2012. The offering raised approximately HK$1.1 billion (US$141.7m) gross proceeds. Partners Jane Ng, Stanley Chow and Eugene Lee led the transaction.

Mayer Brown JSM has advised Development Bank of Mongolia LLC (DBM) and the Ministry of Finance of the Government of Mongolia in respect of its recent issuance of US$580 million senior guaranteed bonds. The issuance represents the first takedown from DBM’s US$600 million Euro Medium Term Note (EMTN) Programme established late last year. The transaction represents a quasi-sovereign offering, as the notes are fully and irrevocably guaranteed by the Ministry of Finance on behalf of the Government of Mongolia. Partner Jason T Elder led the transaction.

Minter Ellison has advised National Can Industries Ltd (NCI), the only manufacturer in Australia that supplies both metal and plastic packaging to leading paint, food and aerosol brands, in respect of its scheme implementation agreement with ESK Holdings Pty Ltd (ESK) and Michael Wesley Tyrrell. Under the agreement, ESK will acquire all of the ordinary NCI shares held by NCI shareholders (scheme shareholders) other than those held by Tyrrell family interests and Bennamon Pty Ltd. Michael Tyrrell, the managing director of NCI and the sole director and shareholder of ESK, has agreed to guarantee ESK’s obligations under the scheme. Scheme shareholders will receive A$1.84 (US$1.91) in cash per share, which values NCI’s ordinary equity at approximately A$123 million (US$127.8m). The NCI shares held by Bennamon will be acquired by ESK for the same price under a separate share purchase agreement at the same time as the implementation of the scheme of arrangement. This acquisition is also subject to approval by the minority shareholders. Subject to satisfaction of a number of conditions, the transaction is expected to complete in June. Partners Jeremy Blackshaw and Joseph Pace led the transaction. Freehills advised ESK Holdings Pty Ltd whilst Gilbert & Tobin advised Bennamon Pty Ltd.

Paul Hastings has advised Far East Horizon Ltd, a leading financial services company focusing on financial leasing and a subsidiary of Sinochem Group, one of the largest Chinese state-owned enterprises, in respect of its US$371 million share placement. UBS was the sole placing agent. Far East Horizon plans to use the proceeds to fund its ongoing growth. Partners Raymond Li and Chris Betts led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Morgan Stanley Private Equity Asia (MSPEA) in respect of the closing of a strategic partnership with the PRC’s leading specialty chemicals company Tianhe Chemicals Group (Tianhe). The transaction includes a US$300 million equity investment by MSPEA in Tianhe and the inclusion of Homer Sun, MSPEA’s chief investment officer, in the Tianhe board. Partners Jack Lange and Yvonne Chan led the transaction which was announced on 21 March 2012.

Rajah & Tann has advised Fortis Healthcare International Pte Ltd in respect of the acquisition by its wholly-owned subsidiary Fortis Healthcare Singapore Pte Ltd of 85 percent of the issued share capital in RadLink-Asia Pte Ltd (RadLink-Asia) from VisionHealthOne Corporation Pte Ltd (VH1), Medising Pvt Ltd, Synergy Healthcare Investments Pte Ltd and other minority shareholders in RadLink-Asia for S$62.9 million (US$50m), with an option to acquire the remaining issued share capital in RadLink-Asia from VH1. Partners Evelyn Wee, Lorena Pang and Grace Chia led the transaction which was announced on 1 February 2012. Allen & Gledhill represented VH1 and its shareholders.

Rajah & Tann has also advised Fortis Healthcare Global Pte Ltd and Fortis Healthcare International Pte Ltd (FHIPL) in respect of the acquisition by Fortis Asia Healthcare Pte Ltd (FAHPL), a wholly-owned subsidiary of Fortis Healthcare (India) Ltd, of all the issued shares in FHIPL from RHC Financial Services (Mauritius) Ltd (RHC), owned by the promoters of FHL. Based on an agreed valuation of US$665 million (which includes Dental Corporation in Australia, the Quality Group in Hong Kong, SRL Laboratories in Dubai and a minority stake in Lanka Hospital Corporation Plc), the shares in FHIPL were acquired at approximately US$262 million, after taking into account the outstanding liabilities of FHIPL. Partners Evelyn Wee and Lorena Pang led the transaction which was announced on 12 January 2012.

Rodyk & Davidson is advising SGX-ST listed LANKom Electronics in respect of its proposed acquisition of all the issued shares in Sinocom Pharmaceutical Inc, a Nevada incorporated company which is an established pharmaceutical wholesaler and distributor in Central-Eastern China. The acquisition constitutes a very substantial acquisition or reverse takeover as defined in the SGX Listing Manual. Partner Chan Wan Hong leads the transaction which is valued at approximately S$298 million (US$236.7m).

Rodyk & Davidson has also advised the CCT manager and the CCT trustee in respect of CCT’s S$430 million (US$341.7m) acquisition of FirstOffice, an SPV which holds 20 Anson, a Grade A office building. Partners Valerie Ong and Nicholas Chong led the transaction.

Shook Lin & Bok’s Singapore office has acted for Altus Logistics Pte Ltd (Altus), the Singapore-headquartered logistics unit of Altus Group Ltd, in respect of the acquisition by Singapore-based Swire Pacific Offshore (SPO) of a 70 percent shareholding in Altus. Altus Group Ltd is an integrated shipping and logistics solutions provider in Asia Pacific to the mining and oil and gas sectors. SPO is an international offshore marine services provider to the oil and gas industry. Partners David Chong and Roy Goh led the transaction.

Stamford Law is advising Liongold Corp Ltd in respect of the proposed issuance of up to US$30 million 9 percent convertible bonds. DMG & Partners Securities Pte Ltd has been appointed as the manager of the issuance. Liongold is an investment holding company focused on investing in and managing businesses that are engaged in the acquisition of gold mining licenses and development of these licenses into physical production. Bernard LUI and LIM Swee Yong led the transaction.

Sullivan & Cromwell has advised China Cinda Asset Management Co Ltd (Cinda) in respect of the respective strategic investments of an aggregate RMB10.37 billion (US$1.64b) from National Social Security Fund of China, UBS, CITIC Capital and Standard Chartered, representing approximately 16.54 percent of its enlarged share capital. As part of these transactions, each of the investors also entered into a strategic cooperation agreement with Cinda relating to various areas in financial services. Partners Chun Wei, Liu Fang, Youhao Dong, Jing Wang and Jingyuan Sun led the transaction.

Sullivan & Cromwell has also represented Fifth Third Bancorp, the holder of a 48.93 percent stake in Vantiv Holding LLC, formerly Fifth Third Processing Solutions LLC (FTPS), in respect of the 22 March 2012 IPO of Vantiv Inc, the majority holder of Vantiv Holding. Partners Alexandra D Korry, Andrew Gladin and Ronald Creamer Jr led the transaction.

Uría Menéndez, with White & Case and De Brauw Blackstone Westbroek, has advised China Development Bank Corporation (CDB) in respect of its financing of Spanish multinational Telefónica SA. The agreement was reached in the first week of 2012 under which CDB, one of China’s biggest foreign-currency lenders, granted US$375 million in financing to Telefónica SA, one of the world’s largest in terms of market capitalisation and number of customers. The transaction is the first publicly announced vendor financing granted to a Spanish company by CDB and represents a significant milestone in a new trend for Chinese-Spanish business cooperation. It was structured as a variable interest rate loan to Telefónica Europe, BV, a Dutch incorporated BV wholly owned by the borrower’s group, and guaranteed by Telefónica, SA. The financing was disbursed on 15 February 2012 and must be repaid in 2022. The joint advisory team was led by White & Case partners Li Xiaoming and Baldwin Cheng along with Uría Menéndez’s team, led by partner Juan Martín Perrotto, Rafael García Llaneza and Sebastián Sáenz de Santa María, and De Brauw Blackstone Westbroek’s team headed up by partner Geert Potjewijd.

Weerawong, Chinnavat & Peangpanor has advised Charoen Pokphand Foods PCL (CPF), Thailand’s leading agribusiness and food conglomerate, in respect of its financing for and the acquisition of 74 percent of the shares of HKSE-listed CP Pokphand Company Ltd (CPP). Funding of the transaction occurred in two stages for a total investment of approximately US$ 2.17 billion. The transaction was financed with a US$740 million syndicated loan led by Bangkok Bank as arranger, which included Bangkok Bank, Krung Thai Bank, CIMB Bank and ICBC (Thailand) as lenders. The acquisition aimed at consolidating the structure of CPF group and involved business entities across Asia, particularly in China and Vietnam. Partners Peangpanor Boonklum and Chatri Trakulmanenate led transaction which was completed on 8 March 2012.

Weerawong, Chinnavat & Peangpanor has also advised the domestic and international book runners (composed of Phatra Securities Public Company Ltd, Merrill Lynch Far East Ltd, Nomura International PLC and The Royal Bank of Scotland NV Hong Kong Branch), in respect of the IPO and listing of investment units in the Tesco Lotus Retail Growth Freehold and Leasehold Property Fund (TLGF) on the Stock Exchange of Thailand. The transaction closed on 19 March 2012 and was valued at approximately US$598 million. TLGF, which is Thailand’s largest ever property fund IPO, invested in the freehold and leasehold rights of land and buildings in 17 Tesco Stores located within Bangkok and across the country. Partners Peangpanor Boonklum and Kudun Sukhumananda led the transaction.

WongPartnership has acted for Mapletree Logistics Trust Management Ltd, as manager of Mapletree Logistics Trust (MLT), and HSBC Institutional Trust Services (Singapore) Ltd, as trustee of MLT, in respect of MLT’s issue of S$350 million (US$278m) 5.375 percent perpetual securities. Citigroup Global Markets Singapore Pte Ltd and DBS Bank Ltd were appointed joint lead managers and joint book-runners. Partners Rachel Eng, Hui Choon Yuen, Pong Chen Yih, Long Chee Shan and James Choo acted on the matter.

WongPartnership has also acted for EQT Partners Singapore Pte Ltd, the investment adviser to EQT Greater China II Ltd (EQT), and Econ EQT Investment Pte Ltd, a special purpose vehicle 49 percent of which is held by Hemma Holding Ltd (which is in turn controlled by EQT), in respect of a voluntary unconditional cash offer for all the issued and paid-up ordinary shares in the capital of China Healthcare Ltd, other than any shares held by the company as treasury shares as at the date of the offer. Partners Andrew Ang, Teo Hsiao-Huey, Tan Teck Howe and Miao Miao acted on the matter.