|Allen & Gledhill has advised DBS Bank Ltd and United Overseas Bank Ltd in respect of the S$600 million (US$459.8m) term loan facility to United Industrial Corp Ltd to refinance the general offer for Singapore Land Ltd. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd in respect of its US$550 million capped cash tender offer in relation to its US$900 million floating rate subordinated notes. The tender offer is part of DBS’s optimisation of its capital structure under prevailing regulations. Partners Glenn Foo and Sunit Chhabra led the transaction.
Allens has advised food processing company JBS Australia Pty Ltd in respect of its A$1.45 billion (US$1.23b) purchase of leading Australian smallgoods manufacturer Primo Foods. The acquisition is an important strategic move for JBS Australia and its parent company JBS, which is currently the world’s largest processor of fresh meats. The acquisition includes the purchase of Primo Foods’ five processing plants across Australia and New Zealand. Primo Foods includes well-known brands, such as Hans, Primo Smallgoods and Beehive. The acquisition, from Asia-Pacific private equity firm Affinity Equity Partners, is yet to be approved by the Foreign Investment Review Board and the Australian Competition and Consumer Commission. Partners Richard Kriedemann and John Beckinsale led the transaction.
Allens has also advised insurance company Allianz Australia in respect of its purchase of the Northern Territory Government’s general insurance business. Allianz Australia has entered into an agreement with the Northern Territory Government to purchase the general insurance business of the Territory Insurance Office (TIO) and enter into a 10-year agreement to manage the Government Motor Accidents Compensation scheme. Subject to the satisfaction of certain conditions, TIO’s general insurance business will transfer to Allianz’s ownership whilst Allianz will start servicing the Government Motor Accidents Compensation scheme on 2 January 2015. Partner Jeremy Low led the transaction. King & Wood Mallesons acted for the Northern Territory Government.
Appleby has acted as Bermuda counsel for COFCO Land Holdings Ltd and BVI counsel for its wholly-owned subsidiary Double Rosy Ltd in respect of the issuance of US$800 million 3.625 percent guaranteed notes due 2019. Net proceeds from the issuance will be used for general corporate purposes and for partial payment for the proposed acquisition of the Joy City Projects, a portfolio of commercial and mixed-used property projects in Beijing, Shanghai, Tianjin, Yantai and Shenyang. COFCO Land Holdings is a large-scale property developer and operator in China. Hong Kong corporate partner Judy Lee led the transaction whilst Davis Polk & Wardwell advised as to Hong Kong law. Linklaters advised the joint lead managers and trustee as to Hong Kong law. King & Wood Mallesons was the PRC counsel to the joint lead managers.
Appleby has also acted as Cayman counsel for EGL Company Holdings Ltd, a leading travel company in Hong Kong and Macau, in respect of its listing on the Main Board of the HKSE on 28 November 2014 with net proceeds of approximately HK$114.5 million (US$14.8m). EGL will use the proceeds to strengthen its brand and operational infrastructure, develop overseas wedding tours and for working capital and other corporate purposes. EGL was the top travel company in the Japan-bound package tour market in Hong Kong, based on revenue in 2011, 2012 and 2013. Hong Kong corporate partner Judy Lee also led the transaction whilst Mayer Brown JSM, led by corporate and securities partner James Fong, advised as to Hong Kong law and DSL Lawyers and Soga Law Office advised as to Macau and Japan laws, respectively. Deacons advised the sponsors and underwriters as to Hong Kong law.
AZB & Partners has advised Temasek, investing through its affiliate Dunearn Investments (Mauritius) Pte Ltd, in respect of its further acquisition of compulsorily convertible preference shares of Jasper Infotech Private Ltd. Partner Essaji Vahanvati led the transaction which was completed on 13 November 2014.
AZB & Partners has also advised Asian Paints Ltd in respect of the acquisition by its wholly-owned subsidiary Berger International Ltd Singapore of a 51 percent stake in Kadisco Paint and Adhesive Industry Share Company. Partner Nandish Vyas led the transaction.
Baker & McKenzie has advised HKSE-listed China Gas Holdings Ltd, China’s leading piped-gas operator, in respect of its proposed acquisition of the entire issued share capital of Beijing Gas Development Ltd, a wholly-owned subsidiary of Beijing Gas Group under Beijing Enterprises Holdings Ltd, for approximately HK$2.063 billion (US$266m). The consideration is to be satisfied by China Gas allotting and issuing new shares to Beijing Enterprises upon completion of the acquisition. Beijing Gas is principally engaged in the distribution of city gas and operation of CNG gas stations for vehicles, in addition to the construction of long-distance natural gas pipelines in China. China Gas is principally engaged in the investment, construction and management of city gas pipeline infrastructure, distribution of natural gas and LPG to residential, industrial, commercial users and, through gas stations, to the transportation sector. Corporate partner Christina Lee led the transaction.
Cadwalader, Wickersham & Taft is advising Grand China Air (Hong Kong) Ltd as issuer in respect of the S$250 million (US$191.4m) offering of Singapore dollar-denominated guaranteed bonds by a Hong Kong affiliate of two PRC-incorporated guarantors, underwritten by DBS. Hong Kong partners David Neuville and Joseph Lee and New York partner Linda Swartz are leading the transaction.
Cadwalader, Wickersham & Taft is also advising JP Morgan and HSBC as joint global coordinators, joint lead managers and joint book-runners in respect of a RMB1 billion (US$162.5m) offering of Renminbi-denominated guaranteed bonds by Wanhua Chemical International Holding Co Ltd. Hong Kong partners David Neuville and Joseph Lee and US partners Linda Swartz and Raymond Banoun are leading the transaction.
Cheung & Lee, in association with Locke Lord (HK), has represented HKSE-listed Centron Telecom International Holding Ltd, a high technology enterprise specialising in R&D, manufacturing and the marketing of mobile communication network coverage products, in concluding a US$60 million club loan facility. Hong Kong-based partner Alfred Lee led the transaction which closed on 20 November 2014. Mayer Brown JSM advised the lenders and security agent.
Clifford Chance has advised Deutsche Bank, HSBC and Standard Chartered as the joint lead managers in respect of the Socialist Republic of Vietnam’s US$1 billion 4.8 percent 10-year bond issuance. The issuance was done in conjunction with a cash tender offer for outstanding bonds with an option to switch into the new issue or tender for cash on notes due 2016 and 2020. Partner Crawford Brickley led the transaction.
Clifford Chance has also advised CVC Capital Partners in respect of an investment of approximately US$150 million to acquire a 50 percent stake in Arteria Networks Corp, a leading Japan-based telecommunications carrier focused on enterprise customers. CVC will be partnering with Marubeni through a joint ownership in Arteria Networks Corp. Telecommunications is a focus sector for CVC and this is the third investment in the Asian broadband segment for CVC following investments in Hong Kong Broadband Network and PT Link Net. Founded in 1981, CVC is one of the world’s leading private equity and investment advisory firms with US$60 billion in funds under management. Corporate M&A partner Andrew Whan, assisted by partner Tatsuhiko Kamiyama, led the transaction.
Colin Ng & Partners has advised Spruson & Ferguson, Australia’s leading patent attorney firm specialising in advising on IP rights throughout the Asia Pacific, in respect of the IPO of its holding company, IPH Ltd, on the ASX in a transaction valued at A$165.9 million (US$140.8m). The price of IPH Ltd’s shares rose over 50 percent when it made its debut on ASX on 19 November 2014. The firm also advised on a pre-IPO restructuring of the Singapore subsidiary of the group. Partner Bill Jamieson led the transaction.
Davis Polk has advised COFCO Land Holdings Ltd and COFCO (Hong Kong) Ltd in respect of the Regulation S offering by Double Rosy Ltd, a wholly-owned subsidiary of COFCO Land Holdings, of its US$800 million 3.625 percent senior notes due 2019. The notes are supported by a keepwell deed and a deed of equity interest purchase undertaking from COFCO (Hong Kong). Proceeds will be used for general corporate purposes and to on-lend to COFCO Land Holdings for partial payment of its proposed acquisition of a target group, which is primarily engaged in the development, operation, sale, leasing and management of mixed-use complexes under the flagship brand “Joy City” in China. COFCO Land Holdings is a large-scale property developer and operator of mixed-use complexes and commercial properties whilst COFCO (Hong Kong) is the flagship subsidiary of COFCO Corp and is the primary platform for executing COFCO’s overseas business strategy. Goldman Sachs (Asia) LLC, BOCI Asia Ltd, The Hongkong and Shanghai Banking Corp Ltd and DBS Bank Ltd acted as joint global coordinators and, with JP Morgan Securities plc, Australia and New Zealand Banking Group Ltd, Bank of Communications Co Ltd Hong Kong Branch, Industrial and Commercial Bank of China (Asia) Ltd and Wing Lung Bank Ltd, as joint book-runners and joint lead managers. Partners Eugene C. Gregor and Paul Chow led the transaction whilst COFCO Land Holdings was advised by Appleby as to BVI and Bermuda laws. The joint global coordinators, joint book-runners and joint lead managers were advised by Linklaters as to Hong Kong law and King & Wood Mallesons as to PRC law.
Davis Polk has also advised the initial purchasers, composed of BNP Paribas, acting through its Hong Kong Branch, CCB International Capital Ltd, Australia and New Zealand Banking Group Ltd, Morgan Stanley & Co International plc and Haitong International Securities Company Ltd, in respect of a RMB650 million (US$105.6m) Regulation S offering by China High Speed Transmission Equipment Group Co Ltd of its inaugural 8.3 percent guaranteed high-yield bonds due 2017. The bonds have a set of covenant-light terms and conditions tailored for the needs and circumstances of China High Speed and are governed under Hong Kong law. HKSE-listed China High Speed is one of the leading mechanical transmission equipment producers in the PRC with a history dating back to 1969. Partners William F Barron and Paul Chow led the transaction whilst Jun He Law Office advised as to PRC law. China High Speed was advised by Li & Partners as to Hong Kong law, Zhong Lun Law Firm as to PRC law and Appleby as to Cayman Islands and British Virgin Islands laws.
Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, in respect of the INR6.96 billion (US$112m) financial assistance under its takeout finance scheme to Bajaj Energy Private Ltd for its 2×45 MW thermal power projects in Uttar Pradesh aggregating to a total capacity of 450 MW. Under the scheme, India Infrastructure Finance agreed to takeout part of the exposure of some of the consortium members to the above project and to become part of the said consortium comprising of 14 banks and financial institutions led by State Bank of India. Associate partner Girish Rawat led the transaction.
Dhir & Dhir Associates has also advised Power Finance Corp Ltd in respect of the INR241.74 million (US$3.9m) financial assistance to RKM Powergen Private Ltd to fund the cost overrun of the implementation and development of a coal-based thermal power plant at Janjgir, Champa District, Chhattisgarh. The firm has earlier advised the consortium of lenders led by Power Finance on the INR16.24 billion ((US$262m) rupee loan facility which they sanctioned for the aforesaid project which has a total cost of INR23.89 billion (US$385.3m). Associate partner Girish Rawat also led the transaction.
Gadens has advised Harry Stamoulis and Robert Belteky in respect of the sale of their individual shareholdings in A-League soccer club Melbourne Victory FC. Their 35 percent shareholding was sold to existing board members and directors in a deal that saw the club valued close to A$20 million (US$17m). The deal makes Melbourne Victory one of the most valuable sports clubs in Australia. Partners Andrew Kennedy and Jeremy Smith led the transaction.
Gadens has also advised The Citadel Group Ltd in respect of its IPO on the ASX. The offering raised A$46.5 million (39.45m) thru the sale of 20.7 million shares at an offer price of A$2.25 (US$1.91) per share, with an indicative market capitalisation of Citadel after the capital raising being A$100 million (US$84.83m). Partner Jeremy Smith led the transaction.
Hogan Lovells Lee & Lee has advised Navis Capital Partners in respect of its acquisition of MFS Technology (S) Pte Ltd, an established one-stop provider of flexible printed circuits (FPC), printed circuit boards (PCB) and rigid-flex printed circuit solutions serving more than 50 blue-chip customers globally. Navis is a leading private equity investment firm which conducts buyouts, recapitalisations and financial restructuring investments in Asia. Navis currently manages approximately US$5 billion in equity. MFS Technology has production facilities in Malaysia and China, with an additional presence in Germany. The cross-border transaction involved Navis and its consortium partners which include Novo Tellus Capital Partners, a Singapore-based technology focused private equity fund, and a management buy-in team. Singapore office managing partner Stephanie Keen, assisted by partner Alexander McMyn, led the transaction whilst Skrine, a Kuala Lumpur-based law firm, provided support on Malaysian law matters.
J Sagar Associates has advised the promoters of Al Shifa Hospitals Private Ltd in respect of the sale of 51 percent of the company’s equity shareholding to Kerala Institute of Medical Sciences (KIMS) at an enterprise value of INR300 crores (US$48.3m). Al Shifa Hospital is a tertiary level referral hospital set up in 1989, with a 75-bed capacity which expanded to 350 beds over the years. The hospital is one of the best trauma care centres in the south Malabar region. With this deal, KIMS will become one of the largest corporate healthcare networks in the state with 1,650 beds which will soon become 2,500 and employing 10,000 medical and non-medical professionals. Partner Aarthi Sivanandh led the transaction.
J Sagar Associates has also advised the promoters of Curatio Health Care (I) Private Ltd in respect of the sale of 33.36 percent of the company’s equity shareholding to Sequoia for approximately INR95 crores (US$15.3m). The sale is proposed to be completed on or before August 2015 in two tranches. Chennai-based Curatio Healthcare is among the fastest growing entrepreneurial-led healthcare ventures in India. Set up in 2005, the company manufactures prescription-based dermatology products which are sold in India, Sri Lanka and Nepal. Partner Aarthi Sivanandh led the transaction.
Khaitan & Co has advised NorthEdge Capital LLP in respect of the India leg of the management buyout of UK-based video game developer F9E Europe (formerly known as Sumo Digital) from US-based Foundation 9 Entertainment Inc, which acquired F9E Europe in 2007. NorthEdge Capital is a UK-based private equity firm which manages a £225 million (US$354.4m) private equity fund aimed at lower mid-market buy-out and development capital transactions. Partner Rabindra Jhunjhunwala, assisted by partner Avantika Kakkar, led the transaction.
Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of its acquisition of an additional 9 percent stake in Reliance Capital Asset Management Ltd (RCAM) from Reliance Capital Ltd in the first tranche to increase its aggregate holding in RCAM to 35 percent with an option for NLI to purchase an additional 14 percent in one or more tranches to increase its aggregate shareholding to 49 percent, total consideration being approximately US$108 million. Nippon Life Insurance is the biggest private life insurer in Asia and Japan and seventh-largest life insurer in the world. Associate partner Niren Patel led the transaction.
Kirkland & Ellis is acting as Hong Kong counsel to Pokka Corp (Singapore) in respect of its proposed sale of Pokka Corp (HK) and Pokka Coffee (Macau) to Million Rank Ltd, a company which is 65 percent owned by HKSE-listed Chinese restaurant chain operator Xiao Nan Guo Restaurants Holdings and 35 percent owned by Pokka HK managing director Pauline Wong. Pokka HK is involved in operating primarily Western and Japanese restaurants in Hong Kong and Macau under a portfolio of brands, including Pokka Café, Tonkichi and Mikichi. The parties announced the signing of the share purchase agreement for the proposed sale on 27 November 2014. The deal is expected to close in January 2015. Hong Kong corporate partners Nicholas Norris, Jamii Quoc and Joey Chau and debt finance partner Douglas Murning led the transaction.
Luthra and Luthra Law Offices has advised Apollo Hospitals Enterprise Ltd in respect of the issuance of secured, redeemable, rated, taxable, listed non-convertible debentures aggregating up to INR200 crores (US$32.2m) on a private placement basis. Partner Piyush Mishra led the transaction.
Luthra and Luthra Law Offices has also advised ICICI Home Finance Company Ltd in respect of the issuance of secured redeemable senior bonds in the nature of non-convertible debentures for up to INR1,000 crores (US$161.65m) on a private placement basis. ICICI Home Finance, a part of ICICI Group, is one of the leaders in the Indian mortgage finance and realty space. Partner Piyush Mishra led the transaction.
Simpson Thacher has represented an affiliate of investment funds advised by Blackstone in respect of the acquisition of the chemicals business of ASX-listed Orica Ltd for A$750 million (US$638m). The Orica Chemicals business includes chemicals trading businesses in Australia, New Zealand and Latin America and an Australian Chloralkali manufacturing business, as well as Bronson & Jacobs, a supplier to the food and nutrition and health and personal care industries in Australia, New Zealand and Asia. The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2015. Katie Sudol, Alden Millard, David Vann and Jonathan Karen led the transaction.
Skadden has acted as international advisor to the Commonwealth of Australia and Medibank Private in respect of Medibank’s A$5.7 billion (US$4.84b) IPO and listing on the ASX on 25 November 2014. Medibank, which was previously 100 percent owned by the Australian government, is Australia’s largest private health insurer and provides health insurance cover for over 3.8 million people across Australia. The transaction is the largest Australian IPO since 1997, when the Australian Government sold a stake in the telecommunications carrier Telstra, and is the third largest global IPO in 2014. Sydney partners Mark Leeman and Adrian Deitz led the transaction.
Skadden has also represented China Maple Leaf Educational Systems in respect of its HK$962 million (US$124m) IPO on the HKSE which began trading on 28 November 2014. Dalian-based China Maple Leaf is China’s largest operator of private schools offering K-12 education, with over 13,000 students enrolled in 40 schools across the mainland. The retail tranche of the IPO was oversubscribed 195 times. Hong Kong partners Julie Gao, Christopher Betts and Will Cai led the transaction whilst Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel. BNP Paribas and CLSA, the joint sponsors for the IPO, were advised by Ashurst as to Hong Kong law.
Stephenson Harwood (Singapore) Alliance has advised GDF Suez in respect of the acquisition through its wholly-owned subsidiary, Cofely South East Asia, of Keppel FMO, a wholly-owned subsidiary of Keppel Infrastructure Holdings. The acquisition was signed and competed in Singapore on 28 November 2014. Keppel FMO is one of the strongest providers of integrated facilities management (FM), property management, operation and maintenance, and FM consultancy services in Singapore. Keppel FMO, which also has operations in Qatar, employs around 1,000 people and generates annual revenues of approximately S$90 million (US$69m). Singapore corporate partner Tom Platts, assisted by corporate partner Allan Tan, led the transaction.
WongPartnership is acting for JP Morgan (SEA) Ltd, the financial adviser to EUN Holdings LLP, in respect of its mandatory unconditional cash offer for euNetworks Group Ltd for approximately S$186.9 million (US$143.2m). Joint managing partner Ng Wai King and partners Andrew Ang and Dawn Law led the transaction.
WongPartnership is also acting for the sellers, Martin Fassler and Jaclyn Ang Peck Neo, in respect of the sale of Fassler Gourmet Pte Ltd, a producer of fine smoked and value added seafood specialties, to Singapore-based private equity firm Credence Partners Pte Ltd through Credence Capital Fund II (Cayman) Ltd. Partner Dawn Law led the transaction.