Deals – 3 March 2011

Allen & Gledhill has also advised STATS ChipPAC Ltd in respect of its issue of US$200 million aggregate principal amount of 5.375 percent senior notes due 2016. The proceeds from the issue of the notes, together with cash in hand, were used to prepay in full the US$234.5 million outstanding under the company’s US$360 million senior term loan facility. Deutsche Bank AG Singapore Branch acted as the initial purchaser for the offer. Partners Tan Tze Gay and Bernie Lee led the transaction.

Allens Arthur Robinson has advised the New South Wales Government’s primary transport delivery agency, Transport Construction Authority, in respect of Phase Two of the construction of the A$2 billion (US$2.03b) South West Rail Link project, which includes a major upgrade of Glenfield station and a new twin-track passenger rail line from Glenfield to Leppington via Edmondson Park. Phase Two of the project involves the construction of about 11 kilometres of twin track electrified rail line from Glenfield to Leppington, two new passenger stations at Leppington and Edmondson Park, and a train stabling yard at Rossmore. Work on the project will commence early this year and is expected to be completed in 2015. Partner Leighton O’Brien led the transaction.

AZB & Partners has advised Bayer (South East Asia) Pte Ltd in respect of its acquisition of 50 per cent of equity in Bayer Zydus Pharma for commercialisation of certain pharmaceutical products in India, Nepal and Bhutan, and granting right to the company to market, distribute and manufacture certain pharmaceutical products and transfer of some employees, assets, records, information, know-how, contracts and other assets. The deal was signed on 28 January 2011 and is yet to be completed. Partner Abhijit Joshi led the transaction.

AZB & Partners has also advised Halcyon Resources and Management in respect of its share purchase agreement to purchase the entire shareholding of Integrated Health & Healthcare Services India Private Ltd, a company engaged in managing and operating BL Kapur Memorial Hospital, Pusa Road, New Delhi. The deal was completed in January 2011 and was valued at approximately US$44 million. Partner Yashwant Mathur led the transation.

Baker & McKenzie has acted for The Australian Social Infrastructure Fund (ASIF) in respect of its successful Australian compliance listing on the ASX. ASIF is a property trust established ten years ago which focuses on investing in the social infrastructure sector with total assets of A$115 million (US$116.8m). The fund’s asset portfolio includes 51 childcare centres, a medical centre, a self storage facility and a portfolio of similarly focused property securities. The fund chose to list on the ASX to expand its opportunities for growth and to provide greater liquidity to its unitholders. Partner Richard Lustig led the transaction.

Davis Polk has advised Zuoan Fashion Ltd (Zuoan) in respect of its SEC-registered IPO of six million American Depositary Shares, representing 24 million ordinary shares. Priced at US$7.00 per ADS, the total proceeds of the offering is US$42 million. Cowen and Company LLC, RBC Capital Markets LLC, Samsung Securities (Asia) Ltd and Janney Montgomery Scott LLC were the underwriters of the offering. Cowen and Company LLC was the representative of the underwriters of the offering. The NYSE listed Zuoan is a fashion menswear company in China. Partner James C Lin led the transaction whilst Trend Associates advised on matters of PRC law and Conyers Dill & Pearman advised as to matters of Cayman Islands law. The underwriters were advised by O’Melveny & Myers as to matters of New York State and US federal law and by Commerce and Finance Law Offices as to matters of PRC law.

Fangda has represented Alibaba.com in respect of its acquisition of a 25 per cent stake in Sinosoft, a Chinese export-services software maker. The deal size is about RMB170 million (US$25.86m). The firm’s team was led by partner Doris Tang.

Fangda has also represented Shanghai Pharmaceuticals Holding Co Ltd in respect of its overseas acquisition of 100 per cent shares of Chinese Health System Ltd. The deal size is about RMB3.57 billion (US$543m) and is expected to be closed by the end of Q1 2011. The firm’s team was led by partner William Huang.

Gilbert + Tobin has advised Carlyle Infrastructure Partners (CIP), a fund advised and managed by The Carlyle Group, in respect of their agreement to subscribe for a 15 per cent stake in Qube Logistics. CIP, a global infrastructure fund that invests primarily in the US and Canada in public and private infrastructure projects and businesses, is expected to subscribe to two placements, one of which is conditional on approvals, raising up to A$116.6 million (US$118.5m) for Qube. Completion of the unconditional placement is expected to occur by 10 March 2011 and subject to receipt of approvals, completion of the conditional placement is expected to occur in early April 2011. Partner Bryan Pointon led the transaction.

HopgoodGanim Lawyers has advised TSX-V listed Macarthur Minerals in respect of a brokered bought-deal private placement of shares and warrants to an investor syndicate, raising A$50.04 million (US$50.87m) before costs. The capital raising was originally announced for A$30.06 million (US$30.55m), and then quickly raised to A$45 million (US$45.75m). The underwriters then chose to exercise their over-allotment, resulting in a total raising of A$50.04 million. Partner Brian Moller led the transaction.

Khaitan & Co has advised Dhariwal Infrastructure Ltd (DIL) in respect of a rupee term loan facility of an aggregate amount of INR21.375 billion (US$475m) granted by a consortium of lenders – comprising ICICI Bank, Axis Bank, Bank of Baroda, IDBI Bank and UCO Bank – and provide non fund based financial assistance by way of issuance of Letter of Credit to DIL for setting up a thermal power project in Maharashtra. The financing is one of the largest project financing transaction of 2010. Partner Amitabh Sharma led the transaction.

Khaitan & Co has also advised Reliance Industries Ltd (RIL) in respect of an internal reorganisation of group companies engaged in providing internet services through landline and wireless through a scheme of amalgamation. Partners Sharad Vaid and Bharat Anand led the transaction.

KhattarWong has acted as Singapore law counsel for Dyna-Mac Holdings Ltd (Dyna-Mac) in respect of its IPO and listing on the SGX-ST on 2 March 2011. Dyna-Mac is a multi-disciplinary specialist provider of detailed engineering, procurement and construction services to the offshore oil and gas, marine construction and other industries. The listing involves the issue of 186 million new shares (subject to over-allotment option for up to 30 million new shares) and the sale of 250 million vendor shares. Partners Tan Chong Huat and Nicholas Lim led the transaction.

Kim & Chang has advised Evonik Degussa Peroxide Korea Ltd (EDPK), a manufacturer of hydrogen peroxide that mostly supplies products to SKC Ltd, in respect of the sale by Evonik Degussa GmbH of its 45 per cent equity stake in EDPK to SKC Ltd. As a result of this transaction, both parties will have access to a more stable system for manufacturing and supplying hydrogen peroxide. MB Park and KH Kwon led the transaction.

Kim & Chang has also represented EMAG Holding GMBH, a manufacturer of multi-functional machine tools, in respect of its acquisition on 28 January 2011 of 40 per cent of the shares of EMAG Korea Ltd from its Korean JV partner Seokyung Engineering Co Ltd, a sales and service organisation for industrial machinery and equipment. Post transaction, EMAG Holding GMBH has become the 100 per cent shareholder of EMAG Korea Ltd. SE Park and Nicolai Nahrgang led the transaction.

Majmudar & Co has acted as Indian legal counsel to a consortium of overseas branches of Indian banks, led by Bank of Baroda Dubai Branch, in respect of a loan financing transaction of US$82 million to British Oil & Gas Exploration Ltd (BOGEL) BVI, for part financing of the costs and expenses for acquisitions of two new rigs and other new equipments, machineries and tools. BOGEL is a JV company of Sterling Biotech Ltd, an Indian manufacturer of products in the neutraceutical, biopharmaceutical and pharmaceutical sectors. This transaction involved Indian collateral securities, such as cross-border guarantees flowing from Indian parties. Akil Hirani and Anthony Toppo led the transaction whilst TLT London, led by partner Richard McBride, was responsible for drafting the English law facility agreement.

Mori Hamada & Matsumoto is advising Japan listed plastic products manufacturer and seller Aronkasei Co Ltd (Aronkasei) in respect of Japan listed chemical company Togagosei Co Ltd’s (Togagosei) offer, via a share swap of 1.25 Togagosei shares per each Aronkasei share, to acquire the 38.95 per cent stake it does not already own in Aronkasei. The implied offer price values the entire share capital at JPY20.9 billion (US$253.6m). Aronkasei does not have outstanding convertible bonds. Togagosei will be required to issue approximately 19.47 million new shares, representing a 6.87 per cent dilution to the existing share capital. Post transaction, Togagosei will have a 61.05 per cent stake in Aronkasei whilst Aronkasei will have a 4.44 per cent stake in Togagosei. The transaction is subject to approval from Aronkasei shareholders. Partner Tomohiro Tsuchiya led the transaction.

Mori Hamada & Matsumoto is also advising Mitsubishi UFJ Financial Group (MUFJ) in respect of its agreement with Norinchukin Bank to provide about JPY100 billion (US$1.2b) to credit card company Mitsubishi UFJ Nicos (Nicos). MUFJ, which holds an 85 per cent stake in Nicos, and Norinchukin, holder of the remaining 15 per cent interest, will inject the fresh capital in the credit card company according to their respective stake levels. Under the plan, Nicos will first carry out a JPY100 billion capital reduction, after which the two shareholders will inject the new funds. Cash reserves at Nicos are to be doubled to JPY140 billion (US$1.7b) in order to pay back overcharged interest. Partners Toru Ishiguro and Yuto Matsumura are leading the transaction.

Nishith Desai Associates has advised education sector focused Kaizen Private Equity in respect of its investment in an education services company. The investment will enable the company to expand its current operations, which include providing various education services to academic institutions in the field of management, science, engineering, arts, commerce and similar fields.

Norton Rose Group has advised True Corporation Public Company Ltd (True) in respect of its acquisition of Hutchison’s mobile telecommunications companies in Thailand. The transaction is valued at approximately US$200 million and closed at the end of January 2011. As part of the deal, True has entered into new marketing contracts with the state-owned operator, CAT Telecom, for wholesale and retail businesses on CAT’s HSPA network. The deal will facilitate the provision of 3G services in Thailand by CAT and True. Partner and head of Bangkok office Phillip John led the transaction.

Paul, Hastings, Janofsky & Walker has advised Cell Signaling Technology Inc (CST), a company engaged in the development and manufacturing of high performance antibody products for the medical research and clinical diagnostic markets, in respect of its joint commercialisation partnership with Japan’s Astellas Pharma Inc (Astellas). Under this agreement, CST and Astellas have combined their intellectual property estates relating to the fusion kinase, EML4-ALK, to enable the commercialisation of diagnostic and therapeutic products targeting this cancer enzyme. The partnership provides each party with the right to exploit joint intellectual property estates and will encourage the development of products targeting EML4-ALK. The firm’s advisory team was led by partner Ted Johnson.

Rajah & Tann has advised Resorts World Sentosa Pte Ltd in respect of the syndicated secured credit facilities of up to S$4.19 billion (US$3.3b) for the refinancing of S$4.19 billion facilities obtained in 2008 in connection with the construction, development and operation on Sentosa Island of the integrated resort by Resorts World at Sentosa Pte Ltd. The facility comprises S$3.5 billion (US$2.75b) in term loan facilities, S$500 million (US$394m) in revolving credit facilities, and a S$192.5 million (US$151.6m) banker’s guarantee. The facility was fully underwritten by The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation Ltd and Sumitomo Mitsui Banking Corporation as mandated lead arrangers and bookrunners. The deal was announced on 10 December 2010 and was completed on 17 February 2011. Partners Angela Lim and Cynthia Goh led the transaction. Hogan Lovells Lee and Lee acted as lead counsel, Wong Tan & Molly Lim LLC as Singapore counsel, Conyers Dill & Pearman as BVI counsel and Cairns as Isle of Man counsel for the lenders.

Rajah & Tann has also advised Encompass Digital Media Inc (Encompass) in respect of its agreement for the acquisition of Ascent Media subsidiary Ascent Media Group for approximately US$113 million. The deal makes Encompass one of only two independent broadcast operators worldwide with coverage over the US, Europe and Asia. The acquisition is part of the company’s recent strategy of cashing in assets with the stated intention of looking for new investments that will realise a greater benefit to shareholders. Partners Rajesh Sreenivasan and Desmond Wee are leading the transaction, which is yet to be completed.

Shook Lin & Bok’s Singapore office has acted for Net Pacific Finance Group Ltd (NPFGL) in respect of the subscription of preference shares in the capital of Le On Trading Ltd amounting to an aggregate subscription amount of HK$30 million (US$3.85m). NPFGL’s principal activity is the provision of financing services in the HKSAR. Partner Gwendolyn Gn led the transaction.

Shook Lin & Bok’s Singapore office has also acted for Stream Media Pte Ltd (Stream Media) in respect of the issue of convertible bonds in relation to the S$1million (US$787,865) investment by Singtel Innov8 Pte Ltd, NUS Technology Holdings Pte Ltd, NRF Holdings Pte Ltd and Stream Global Incubators Pte Ltd. Stream Media, an NUS Enterprise incubatee company, is a company in the mobile payment industry. Partner Gwendolyn Gn also led the transaction.

Slaughter and May has advised Hong Kong total communications provider SmarTone Telecommunications Holdings Ltd in respect of its proposed bonus issue of one bonus share for each existing share. The company’s main subsidiary in Hong Kong operates as SmarTone-Vodafone, a partner network of Vodafone Group Plc, a global mobile telecommunications company. Partner Lisa Chung led the transaction.

Vinson & Elkins is representing Reliance Industries Ltd (Reliance) in respect of an agreement with BP announced on 2 March 2011 that could be valued at US$20 billion. Under the terms of the partnership, BP takes a 30 per cent stake in 23 oil and gas production sharing contracts that Reliance operates in India, including the producing KG D6 block, and the formation of a 50:50 JV between the two companies for the sourcing and marketing of gas in India. The JV will also endeavour to accelerate the creation of infrastructure for receiving, transporting and marketing of natural gas in India. In turn, BP will pay Reliance an aggregate consideration of US$7.2 billion, and completion adjustments, for the interests to be acquired in the 23 production sharing contracts. Future performance payments of up to US$1.8 billion could be paid based on exploration success that results in development of commercial discoveries. These payments and combined investment could amount to US$20 billion. Partners Jay Cuclis and Gary Kotara led the transaction. Reliance’s general counsel Atul Dayal, assisted by senior in-house counsel Naveen Raju, coordinated the overall legal work on the transaction.

WongPartnership LLP has acted for CapitaMalls Asia Ltd in respect of its issue of S$200 million (US$157.5m) bonds comprising one per cent, one-year, fixed rate unsecured bonds and 2.15 per cent, three-year, fixed rate unsecured bonds. Partner Hui Choon Yuen acted on the matter.

WongPartnership LLP has also acted for The Hongkong and Shanghai Banking Corporation Ltd in respect of a S$900 million (US$708.8m) term club loan facility to One Raffles Quay Pte Ltd (ORQ) to refinance ORQ’s existing loans from shareholders and to finance general working capital. Partner Alvin Chia acted on the matter.