Deals – 3 May 2012

Allens is advising Melbourne-based anti-infective drug development company Biota Holdings Ltd in respect of its proposed merger with NASDAQ-listed firm Nabi Biopharmaceuticals. Under the deal, which was announced on 23 April 2012, Biota has agreed to move to the US where it will combine with Nabi to become Biota Pharmaceuticals. The new company will be listed on the NASDAQ.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as the sole legal advisor to Bollywood film producer and distributor Eros International Plc in respect of its acquisition of the remaining 76 percent stake in the digital broadcasting firm B4U Television Network in a cash-plus-stock deal worth US$53.1 million. The deal will enable Eros International to acquire control over the channel and strengthen its presence in the entertainment value chain. Eros International Plc, which is promoted by the Lulla family, is listed on London’s AIM exchange and is the parent firm of the Indian public company Eros International Media Ltd. Partner Puja Sondhi led the transaction. B4U Television Network was advised by Cleary Gottlieb.

AZB & Partners has advised Muthoot Finance Ltd in respect of its public issue of secured non-convertible debentures aggregating to approximately INR2.6 billion (US$50m). ICICI Securities Ltd, HDFC Bank Ltd, JM Financial Consultants Private Ltd, Karvy Investor Services Ltd, RR Investors Capital Services (P) Ltd and YES Bank Ltd were lead managers to the issue. There were no co-lead managers. The prospectus was filed on 23 February 2012 while the securities were admitted to trading on 23 April 2012. Partner Srinath Dasari led the transaction.

Clifford Chance has advised Haitong Securities Company Ltd in respect of its US$1.68 billion H share offering, the largest IPO listing on the HKSE this year. Haitong International, JP Morgan, Credit Suisse, Deutsche Bank, Citigroup and UBS acted as joint global coordinators and joint book-runners on the global offering. HSBC, Nomura, ICBC International, Standard Chartered and BoCom International were also joint book-runners. Partners Cherry Chan and Tim Wang led the transaction. Paul Hastings, led by partners Raymond Li, Catherine Tsang and Steven Winegar, advised the joint global coordinators and joint book-runners.

Clifford Chance has also acted for funds advised by CVC Asia Pacific Ltd in respect of its US$105 million investment in convertible bonds issued by Venturepharma Group in China. Venturepharma is an integrated specialty pharmaceutical company that has a broad product portfolio in a number of fast growing therapeutic areas, particularly central nerve system (CNS) and anti-allergy. Partner Terence Foo led the transaction.

J Sagar Associates has advised TVS Logistics Services Ltd (TVSLSL) in respect of a first round of funding by Kohlberg Kravis Roberts (KKR) and a simultaneous second round of funding by Goldman Sachs (GS) into TVSLSL. The aggregate amount of funding by KKR and GS would be INR2.69 billion (US$50.8m). Partners Vivek Chandy and Raj Ramachandran led the transaction. KKR was represented by AZB Mumbai and GS by AZB Delhi.

Khaitan & Co has advised Jagran Prakashan Ltd (JPL), one of India’s largest media conglomerates, in respect of the acquisition of 100 percent equity stake in Suvi Info Management (Indore) Private Ltd (Suvi), the parent company of Naidunia Media Ltd which is in the business of printing and publication of “Naidunia” newspaper in Madhya Pradesh, Chhattisgarh and New Delhi/Ghaziabad. Partner Rajat Mukherjee advised on the transaction.

Khaitan & Co has also advised Giorgio Armani SpA (Armani) in respect of the termination of its existing arrangements for retail trading in India and on franchise agreement for appointing Genesis La Mode Private Ltd, a subsidiary of Genesis Luxury Fashion Pvt Ltd, as its franchisee for retail sales in India under the labels “Giorgio Armani”, “Emporio Armani”, “Armani Jeans” and “Armani Collezioni”. Partners Anand Mehta and Rabindra Jhunjhunwala advised on the transaction.

King & Wood Mallesons has acted for Singapore’s Keppel Telecommunications & Transportation, a leading logistics and high-availability data centre provider, in respect of its entry into the Australian market through a joint venture investment with the Brisbane based data communications services provider iseek Communications. The joint venture will manage the Gore Hill Data Centre Facility in Gore Hill, Sydney, Australia. Mark Bayliss and Andrew Cork led the transaction.

King & Wood Mallesons has also acted for Pramerica Real Estate Investors in respect of its acquisition of 215 Adelaide Street, Brisbane, Australia for A$134.5 million (US$139m), making the deal one of the largest real estate transactions in Brisbane in recent times. The acquisition was made by Pramerica on behalf of a German institutional client. 215 Adelaide Street is a prominent 28 level office tower, including two levels of retail at 215 Adelaide Street, and the Rowes Building at 235 Edward Street, Brisbane. Partner Sue Kench led the transaction.

Maples and Calder has acted as Cayman Islands law and BVI law counsel to China Shanshui Cement Group Ltd in respect of its issuance of US$400 million 10.5 percent senior notes due 2017 listed on the SGX. China Shanshui Cement Group Ltd is one of the largest producers of clinker and cement in China and has been listed on the HKSE since July 2008. The transaction represents the first high-yield Chinese industrial name to price since May 2011. Credit Suisse, Deutsche Bank, HSBC and JP Morgan are the joint lead managers and book-runners. Partner John Trehey led the transaction.

Paul Hastings has advised Alpha Investment Partners Ltd, a real estate investment advisory firm headquartered in Singapore and managing various real estate funds across Asia, in respect of the completion of the sale for HK$1.2 billion (US$154.7m) of Shama Serviced Apartments Causeway Bay at No.8 Russell Street, Hong Kong by its subsidiary, Pogain Ltd, to Panasia International Ltd. Partner Vivian Lam led the transaction.

Shook Lin & Bok has acted for Oversea-Chinese Banking Corporation Ltd as the issue manager, underwriter and placement agent in respect of the listing and IPO on the SGX of Global Premium Hotels Pte Ltd, the hotel business arm of SGX-listed property company Fragrance Group Ltd, to raise aggregate gross proceeds of S$117 million (US$94.3m). Partner Teo Yi Jing led the transaction.

Sidley Austin has represented GT Capital Holdings Inc (GT Capital), a major Philippine conglomerate with interests in market-leading businesses across banking, real estate development, power generation, automotive and life insurance, in respect of one of the largest IPOs on the Philippine Stock Exchange. The IPO, listed on 20 April 2012, was comprised of both a domestic retail and international institutional offering and raised approximately PhP18.8 billion (US$439.6m). Partner Alex Lloyd led the transaction.

Sullivan & Cromwell is representing Collective Brands Inc in respect of its approximately US$2 billion acquisition by a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital. The deal was announced on 1 May 2012. The advisory team includes partners Frank Aquila, Audra Cohen, Melissa Sawyer, Neal McKnight, Matthew Friestedt and Ronald Creamer Jr.

WongPartnership has acted for Ascendas Pte Ltd in respect of the issue of S$300 million (US$242m) 4.75 percent perpetual capital securities. DBS Bank Ltd, Citigroup Global Markets and Credit Suisse (Singapore) Ltd were joint lead managers and bookrunners. DBS Bank Ltd was also the sole global coordinator. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.

WongPartnership has also acted for Sincere Holdings Ltd in respect of the sale of the entire shareholding in the capital of Sincere Watch Ltd to Be Bright Ltd. Partners Chan Sing Yee and Kenneth Leong acted on the matter.