|Allen & Gledhill is advising CapitaMall Trust Management Ltd, the manager of CapitaMall Trust, the largest listed REIT in Singapore, in respect of its private placement to raise gross proceeds of S$250 million (US$204.6m). Partners Jerry Koh, Chua Bor Jern and Teh Hoe Yue are leading the transaction.
Allen & Gledhill is also advising BOC Aviation Pte Ltd in respect of its establishment of a US$2 billion euro medium term note programme under which BOC Aviation may issue notes. Citigroup Global Markets Singapore Pte Ltd and The Hongkong and Shanghai Banking Corporation Ltd have been appointed as arrangers of the programme whilst BOCI Asia Ltd, Citigroup, DBS Bank Ltd, HSBC, JP Morgan (SEA) Ltd and Morgan Stanley Asia (Singapore) Pte have been appointed as initial dealers. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra are leading the transaction.
Amarchand & Mangaldas & Suresh A Shroff Co has acted as Indian legal counsel to DISA Holding A/S in respect of its offer for sale of DISA India Ltd shares under the stock exchange mechanism to comply with the minimum public holding requirements in DISA India Ltd. ICICI Securities acted as broker to the seller in the transaction valued at around INR40 crores (US$7.2m) to INR45 crores (US$8.1m). Partner Kalpataru Tripathy led the transaction which closed on 20 November 2012.
Amarchand & Mangaldas & Suresh A Shroff Co has also advised India Agri Business Fund Ltd and its employee trust REAL Trust in respect of their investment in Prabhat Dairy Private Ltd by way of a subscription of compulsorily convertible preference shares. The agreement provides for a co-investment by another private equity fund within the time frame stipulated in the agreement. Partner Raghubir Menon led the transaction which closed on 28 September 2012. Prabhat Dairy Private Ltd was advised by Crawford Bayley.
AZB & Partners has advised PineBridge Investments Japan Co Ltd in respect of its acquisition of 100 percent of AIG Capital India Private Ltd. Pursuant to this acquisition, PineBridge indirectly acquired AIG Global Asset Management Company (India) Private Ltd (the asset management company of AIG Global Investment Group Mutual Fund (AIG Mutual Fund) and AIG Trustee Company (India) Private Ltd, the trustee company of AIG Mutual Fund) and is acting as the sponsor of AIG Mutual Fund which will be renamed as PineBridge Mutual Fund. Partner Shuva Mandal led the transaction which was completed on 5 October 2012.
AZB & Partners is also advising Ergo International AG is respect of its proposed acquisition of 26 percent in the equity share capital of Avantha Ergo Life Insurance Company Ltd. Partner Rajendra Barot is leading the transaction which was signed on 1 November 2012.
Baker & McKenzie International’s member firms in Singapore and Thailand have jointly advised United Overseas Bank through its wholly-owned subsidiary UOB Asset Management Limited on the acquisition of all the shares in ING Funds (Thailand) Company Limited. Partner Jon Worsfold led the transaction in Singapore and partner Theppachol Kosol led the charge in Thailand.
Davis Polk has advised UBS AG Hong Kong Branch as the initial purchaser in respect of a US$125 million Regulation S only offering by China Aoyuan Property Group Ltd of its 13.875 percent senior notes due 2017. China Aoyuan is one of the leading property developers in Guangdong, China. It also has a strong presence in five major economic regions in the PRC, namely the Pearl River Delta, Yangtze River Delta, Bohai Rim, Beibuwan, and Central and Western China regions. Partners William F Barron and Paul Chow led the transaction whilst Haiwen & Partners advised as to PRC law. China Aoyuan Property Group Ltd was advised by Linklaters as to US and Hong Kong law, Guangxin Lawyers as to PRC law and Conyers Dill & Pearman as to Cayman Islands and British Virgin Islands law.
Freshfields Bruckhaus Deringer has advised China Unicom (Hong Kong) Ltd in respect of its proposed acquisition of 100 percent equity interest in Unicom New Horizon Telecommunications Company Ltd from China United Network Communications Group Company Ltd through a wholly-owned subsidiary of China Unicom for approximately RMB12.17 billion (US$1.95b). Unicom New Horizon owns fixed-line telecommunications network assets in 21 provinces and cities in southern China. Completion of the acquisition is subject to the relevant PRC regulatory and shareholders approvals for the acquisition having been obtained and is expected to take place not later than 31 December 2012. China chairman Teresa Ko and partner Grace Huang led the transaction.
Herbert Smith Freehills has advised BOCI Asia Ltd, Citigroup Global Markets Ltd and JP Morgan Securities plc as the joint lead managers in respect of the issuance of US$300 million 4.125 percent guaranteed notes due 2022 by China Taiping Capital Ltd, a wholly-owned subsidiary of China Taiping Insurance Holdings Company Ltd, an insurance conglomerate incorporated and headquartered in Hong Kong. Partners Jason Sung, Tommy Tong, Kevin Roy and Philip Lee led the transaction which closed on 21 November 2012.
J Sagar Associates has advised Rico Auto Industries Ltd, an Indian listed company engaged in the manufacture and supply of auto components to customers globally, in respect of its exit from its joint venture with Continental AG, a German listed company engaged in the manufacture and supply of braking components and products for the automotive industry. Rico has divested its entire 50 percent stake in the joint venture, Continental Rico Hydraulic Brakes India Private Ltd, an Indian private limited company engaged in the manufacture and supply of components for hydraulic brake systems, to a group company of Continental AG. Partner Venkatesh Raman Prasad led the transaction. Vaish Associates, led by partner Bomi Daruwala, advised Continental AG and its affiliates involved in the transaction.
Khaitan & Co has advised TT Krishnamachari & Co India (TTK) in respect of the acquisition of 49.87 percent stake of New Bridge Holdings BV in TTK-LIG Ltd. TTK manufactures and promotes consumer products and durables in the health and personal care sectors. Aside from the legal and regulatory aspects, the firm also advised on all the litigation in UK and India preceding the settlement. Partner Murali Neelakantan acted on the transaction.
Khaitan & Co has also advised Avantha Holdings Ltd and Solaris Chemtech Industries Ltd in respect of the transfer of bromine and bromine chemicals division of Solaris Chemtech to the Indian subsidiary of Chemtura Corporation for US$141.65 million. The acquisition includes a well-established R&D centre and a multi-products facility in Gujarat. A part of the Avantha Group, Solaris Chemtech is India’s largest producer of bromine and bromine chemicals and technical grade phosphoric acid. Partner Bharat Anand acted on the transaction.
Maples and Calder has acted as Cayman Islands counsel for Cayman Islands company Casablanca Group Ltd, one of the leading branded bedding products companies in the PRC and Hong Kong, in respect of its IPO and listing of 50 million shares with a par value of HK$0.10 (US$0.0129) each on the HKSE. The share will be priced at HK$2.00 (US$0.258) per ordinary share. The proposed listing involves a global offering by way of public offering in Hong Kong of 5,002,000 shares and an international placing of 44,998,000 shares (which include the shares to be issued pursuant to the exercise of the over-allotment option as defined in the prospectus). Casablanca is expected to raise approximately HK$59.7 million (US$7.7m). The sole global coordinator is Haitong International Securities Company Ltd. Partner Jenny Nip led the transaction whilst DLA Piper acted as HK counsel. Paul Hastings acted for the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to CIFI Holdings (Group) Co Ltd in respect of its IPO and listing on the HKSE. The issuer is expecting to raise approximately HK$2.07 billion (US$267m) by the issue of 1.255 billion shares (subject to adjustment and over allotment option) in its global offering. The net proceeds will be used for acquisitions of new projects or land for development in the PRC, repayment of bank borrowings and as working capital. Citigroup Global Markets Asia Ltd, Morgan Stanley Asia Ltd and Standard Chartered Securities (Hong Kong) Ltd are the joint sponsors and joint global coordinators in relation to the global offering. Partner Christine Chang led the transaction whilst Reed Smith, led by partner Ivy Lai, acted as Hong Kong counsel.
Minter Ellison has acted for Texon Petroleum Ltd, an Australian-based oil and gas explorer and producer whose operations are primarily located in southern Texas, in respect of its agreed merger with Sundance Energy Australia Ltd, a South-Australian-based independent energy exploration company whose wholly owned US subsidiary, Sundance Energy Inc, is located in Denver, Colorado. Partners Bruce Cowley, Gary Goldman and Franki Ganter led the transaction whilst Baker Botts acted as US counsel. Sundance was advised by Sydney-based Johnson Winter & Slattery partners John Keeves and Richard McMullan and by Hogan Lovells partner Howard Boigon.
Minter Ellison has also acted for ASX-listed Mayne Pharma Group Ltd in respect of its acquisition of Metrics Inc, a privately-owned, US-based developer and manufacturer of niche generic drugs and provider of contract development services to the pharmaceutical industry. The acquisition was funded by a A$65 million (US$68m) equity raising, comprising an accelerated non-renounceable entitlement offer and various conditional and unconditional placements, all underwritten by UBS and Credit Suisse, and a US$44.5m debt facility. Mayne Pharma, a specialty pharmaceutical company that develops and manufactures proprietary and generic products, has two manufacturing facilities based in South Australia and North Carolina, USA. Partners Nick Broome and Peter Kay led the transaction whilst Miller & Martin PLLC, led by partner Josef DeLisle, acted as US counsel. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, led by partner Martin Brinkley, advised Metrics Inc whilst Gilbert + Tobin advised the underwriters.
Norton Rose has advised for the second time the Republic of Indonesia in respect of its establishment of a US$3 billion sukuk issuance program and the initial issuance of US$1 billion of sukuk under the program. The issuance, which closed on 21 November 2012, has a maturity of ten years, with periodic distributions of 3.3 percent per annum. The issuance was governed by English law and was offered under Rule 144A and Regulation S of the US Securities Act to a broad range of investors based inside and outside the US. The joint lead managers for the transaction were Deutsche Bank, HSBC and Standard Chartered Bank. Partner Ji Liu led the transaction.
Paul Hastings has represented HKSE-listed China Everbright International Ltd in respect of its US$200 million term loan facilities provided by Asian Development Bank (ADB) to two wholly-owned subsidiaries of China Everbright. The financing is in the form of a direct US$100 million A-loan and a complementary B-loan of up to US$100 million, to be funded by commercial lenders with ADB acting as “lender on record”. Partners Raymond Li and Vivian Lam led the transaction.
Rajah & Tann is acting for Koh Brothers Group Ltd in respect of its proposed subscription of 155 million new ordinary shares and 165 million new warrants to be issued by Metax Engineering Corporation Ltd. The consideration for the new shares is S$8.215 million (US$6.65m) and the consideration for the exercise of all the new warrants is S$8.745 million (US$7.16m). Completion of the transaction is subject to, the Security Industry Council having granted Koh Brothers and its concert parties a waiver of their obligation to make a mandatory general offer for the shares of Metax Engineering which are not owned, controlled or agreed to be acquired by them. Following the issue of the 155 million new shares, Koh Brothers will be the single largest shareholder of Metax Engineering holding an approximately 41 percent stake. In the event the 165 million new warrants are exercised, Koh Brothers’ shareholding in Metax Engineering will be increased to approximately 59 percent following the issue of the new shares pursuant to such exercise. Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 25 October 2012. Stamford Law Corporation is advising Metax Engineering.
Simmons & Simmons in association with TMI Associates has advised Sealed Air Corporation in respect of its divestiture of its subsidiary Diversey GK, the Japanese market-leading provider of cleaning, sanitation and hygiene products and solutions, to funds advised by The Carlyle Group. The sale, with approximate gross proceeds of ¥30 billion (US$365m), closed on 15 November 2012. Sealed Air is a global leader in food safety and security, facility hygiene and product protection. In addition to the sale documentation, the firms advised on a number of complex spin-off arrangements arising out of the separation of Diversey GK from the Sealed Air group. These include the transfer and licensing of intellectual property, procurement, distribution, the joint servicing of customers, and information technology services. The arrangements are cross-border in nature and involve Sealed Air businesses on three continents and also featured a significant pre-sale reorganisation. Japan country head Jason Daniel, with partner Nobuyuki Watanabe, led the transaction. Carlyle was advised by Skadden, Arps, Slate, Meagher & Flom and Nishimura & Asahi.
Slaughter and May is acting as the Hong Kong legal adviser to the 17 underwriters, including China International Capital Corporation, HSBC, Credit Suisse and Goldman Sachs, who are the joint sponsors, in respect of the global offering and listing of H shares of The People’s Insurance Company (Group) China Ltd (PICC) on the HKSE. PICC is seeking to raise up to approximately US$3.5 billion (or US$4 billion assuming full exercise of the over-allotment option). Founded in October 1949, PICC was the first nation-wide insurance company in the PRC and has developed into a leading large-scale integrated insurance financial group in the PRC. Dealings in the H shares of PICC on the HKSE are expected to commence on 7 December 2012. Partners Benita Yu and Lisa Chung led the transaction.
Sullivan & Cromwell is representing Ally Financial Inc (US) in respect of the approximately US$4.2 billion sale of its operations in Europe and Latin America, as well as its share in a joint venture in China, to General Motors Financial Company Inc (US). Partners C Andrew Gerlach and Jay Clayton led the transaction which was announced on 21 November 2012.
Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised VLCC Health Care Ltd in respect of a cross-border acquisition of a majority shareholding interest in Wyann International (M) Sdn Bhd. VLCC is a market leader of the healthcare and wellness industry in the Asia Pacific region. Wyann is the holding company of the “Bizzy Body” and “Facial First” brands of beauty and wellness centres in Malaysia. Partner Munir Abdul Aziz led the transaction.
WongPartnership has acted for Gemshine Investments (S) Pte Ltd, a joint venture company formed between entities linked to Prudential’s Asia Property Fund (APF) and Frasers Centrepoint Ltd, in respect of the financing of the S$519 million (US$424.7m) acquisition by Gemshine from Sengkang Mall Ltd of the entire issued share capital of the five companies that collectively own all of the strata units in Compass Point, a suburban shopping mall in Singapore. Partner Alvin Chia led the transaction.
WongPartnership has also acted for Asia Systems Ltd, a newly-incorporated company of the Northstar Group, in respect of the acquisition of a controlling 50.05 percent stake in Nera Telecommunications Ltd (NeraTel) from Oslo Stock Exchange listed Eltek ASA and the mandatory unconditional cash offer for all the remaining ordinary shares in the issued and paid-up capital of NeraTel. The acquisition values the whole of NeraTel at about S$177.3 million (US$145m). Partners Ng Wai King, Andrew Ang and Milton Toon led the transaction. Stamford Law, led by Lean Min-tze and Elizabeth Kong, advised Eltek.