Deals – 30 April 2014

Allen & Gledhill has advised CapitaLand Ltd in respect of the S$3.06 billion (US$2.44b) voluntary conditional cash offer to acquire all the shares in CapitaMalls Asia Ltd (CMA) which it does not own. CapitaLand currently owns 65.3 percent of CMA. Partners Prawiro Widjaja, Hilary Low, Christopher Ong and Daren Shiau led the transaction.

Allen & Gledhill has also advised Singapore Airlines Ltd (SIA) in respect of the issue of two series of notes totalling S$500 million (US$398.2m) under its S$2 billion (US$1.6b) multicurrency medium term note programme. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction.

AZB & Partners is advising Tata Consultancy Services Ltd (TCS) in respect of the proposal to establish a joint venture company in Japan with Mitsubishi Corporation (MC) for providing information technology services. TCS will acquire 51 percent of the equity of an entity formed through the merger of three existing entities, namely IT Frontier Corporation, a wholly-owned subsidiary of MC; Tata Consultancy Services Japan Ltd, a wholly-owned subsidiary of MC; and Nippon TCS Solution Center Ltd. The deal was announced on 20 April 2013 and is yet to be completed. Partners Bahram Vakil and Nilanjana Singh are leading the transaction which is valued at approximately US$150 million, subject to certain adjustments. Mori Hamada is advising TCS on Japanese law.

AZB & Partners is also advising Coflexip Stena Offshore (Mauritius) Ltd, a subsidiary of Technip SA, in respect of Coflexip Stena’s proposed sale of 51 percent to 75 percent of Seamec Ltd’s shares, subject to the terms and conditions of the share purchase agreement, to HAL Offshore Ltd. The deal was signed on 22 April 2014 and is yet to be completed. Partner Shameek Chaudhuri is leading the transaction which is valued at approximately US$27.5 million to US$40.3 million.

Baker & McKenzie has advised Greenland Holding Group Overseas Investment Company Ltd in respect of the acquisition and development of prime waterfront land in Danga Bay in Johor, Malaysia and joint venture with Iskandar Waterfront Holdings Sdn Bhd. Established in 1992, Greenland is one of the biggest state-owned enterprises in Shanghai as well as a leading comprehensive real estate enterprise in China. Greenland has already invested in 13 cities in nine countries and has plans to invest about US$3.25 billion into development projects in Malaysia. Partners Bee Chun Boo and Munir Abdul Aziz, supported by partner Yong Hsian Siong, led the transaction.

Clifford Chance has advised the owners of Silom Medical Company, Thailand’s largest pharmaceutical company, in respect of its sale to Actavis plc, a leading global specialty pharmaceutical company, for approximately US$100 million in cash. The acquisition propels Actavis into a top position in the Thai generic pharmaceutical market, with leading positions in the ophthalmic and respiratory therapeutic categories and a strong cardiovascular franchise. Silom Medical is one of Thailand’s leading generic pharmaceutical companies. Actavis is a global, integrated specialty pharmaceutical company focused on developing, manufacturing and distributing generic, brand and biosimilar products. Partner Andrew Matthews led the transaction.

Colin Ng & Partners has advised Catalist-listed Equation Corp Ltd in respect of a S$6.8 million (US$5.4m) rights issue which completed on 24 April 2014. The issue was oversubscribed by approximately 200 percent of the total number of approximately 983 million rights shares available for subscription. Equation is an investment holding company of a group whose core businesses include the provision of electronic waste recycling services, energy auditing management and professional engineering consultancy services, sales and distribution of audio, video and other consumer electronic products, the supply and trading of construction materials, and the ownership and management of DiSa, a patented end-to-end security system. Partner Gregory Chan led the transaction.

Colin Ng & Partners has also advised the Ocean Dial group in respect of its expansion into Asia and on obtaining the Registered Fund Management Company (RFMC) status from the Monetary Authority of Singapore recently. The Ocean Dial group is headquartered in London and its UK subsidiary is licensed by the Financial Conduct Authority. Partner Bill Jamieson led the transaction.

ELP has advised the arranger/facility agent in respect of the subscription to secured non-convertible debentures issued by Wadhwa Construction & Infrastructure Private Ltd to raise funds for a township project at Taluka Panvel, District Raigad, Maharashtra. The transaction involved securing the debentures by mortgage of immoveable property of the issuer forming part of the project property, including development rights of the issuer over certain portion of the project land acquired pursuant to a joint development agreement with Valuable Properties Private Ltd (VPPL), the substantial owner of the project land, and mortgage of VPPL’s immovable property forming part of the project property. Wadhwagroup Holdings Private Ltd provided the corporate guarantee whilst VPPL acted as the co-mortgagor. Partner Jeet Sen Gupta led the transaction which closed on 28 February 2014.

ELP has also advised the arranger/facility agent in respect of the subscription to the secured non-convertible debentures issued by JLS Realty Private Ltd on a private placement basis to raise funds for constructing and developing a project under Slum Rehabilitation Scheme at Village Mogra, Shankarwadi, Jogeshwari (East), Mumbai. Partner Jeet Sen Gupta also led the transaction which closed on 30 March 2014.

Gibson, Dunn & Crutcher is representing a consortium led by Fajr Capital, a sovereign-backed investment firm, in respect of the acquisition of Dubai-based National Petroleum Services (NPS). The deal, which is expected to close in Q2 of 2014, is the largest announced private equity transaction in the MENA region in 2014. The GCC-based consortium, which includes Arab Petroleum Investments Corporation (APICORP) and other regional institutional investors, has agreed to acquire NPS in a transaction valued in excess of US$500 million. Some of the current NPS shareholders will remain as minority shareholders post transaction, including Abdul Aziz Al Dolaimi, who will continue as chairman of the company. NPS is a leading oilfield services provider operating in key MENA and ASEAN markets. Dubai partners Paul Harter and Hardeep Plahe led the transaction on which Simmons & Company also advised. Freshfields Bruckhaus Deringer, led by partner Pervez Akhtar, advised the sellers.

Gibson, Dunn & Crutcher is also advising First Pacific Company Ltd in respect of its joint venture with Wilmar International Ltd and the proposed acquisition by the JV of all the issued equity in Goodman Fielder Ltd by way of a scheme of arrangement. Under the proposal, the total consideration payable by the JV for 100 percent of Goodman Fielder’s current issued share capital would be approximately US$1.2 billion. Goodman Fielder is Australasia’s leading listed food company. First Pacific and Wilmar are leading operators and investors in the global food industry with a long track record of investing in Australia and New Zealand. Wilmar is currently a significant investor in Goodman Fielder, holding a 10.1 percent stake in the company. Partner Graham Winter is leading the transaction.

Herbert Smith Freehills has advised Thailand state-owned PTT Exploration and Production Public Company Ltd (PTTEP) in respect of its US$1 billion acquisition of oil and gas assets in Thailand from New York-based Hess Corporation. The transaction sees PTTEP acquiring 100 percent of the shares in Hess Thailand Holdings II Ltd (HTH), which in turn owns Hess (Thailand) Ltd (HTL) and 100 percent of the shares in Hess Exploration (Thailand) Co Ltd (HETCL). The acquisition, which was paid for in cash, gives PTTEP a further 15 percent stake in an offshore natural gas project in the Gulf of Thailand and a further 35 percent stake in an onshore gas field northeast of the country. Moreover, the deal sees PTTEP taking over operatorship of the onshore gas field. The acquisition of HTH closed on 22 April 2014 while the acquisition of HETCL is expected to close in May. Seoul managing partner Lewis McDonald led the transaction whilst Walkers advised on Caymans law. Hess Corp was advised by Freshfields Bruckhaus Deringer whilst Maples and Calder advised on Caymans law and Weerawong, Chinnavat & Peangpanor advised on Thailand law.

J Sagar Associates has advised the initial subscribers, composed of Barclays Bank PLC, BNP Paribas Securities Corp, JP Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Inc, SBICAP (Singapore) Ltd, Standard Chartered Bank and UBS AG Singapore Branch, in respect of the issuance by State Bank of India, acting through its London Branch, of US$750 million 3.622 percent notes due 2019 and US$500 million 4.875 percent notes due 2024. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

Khaitan & Co has acted as Indian counsel to Exal Corporation in respect of the complete buy-out of Mankind Pharma Ltd’s stake in Casablanca Industries Private Ltd and subscription of shares of Casablanca by Exal India BV, a subsidiary of Exal Corp and Indicans India BV, for approximately US$9.5 million. Pursuant to the transaction, Exal India BV owns 20 percent interest in Casablanca. Exal Corp, one of the largest manufacturers of impact extruded aluminium containers in the world, is wholly-owned by Ontario Teachers’ Pension Plan. Partner Bharat Anand led the transaction.

Khaitan & Co has also advised in respect of India Infoline Housing Finance Ltd’s approximately US$33.40 million IPO of unsecured subordinate redeemable non-convertible debentures. Executive Director Sudhir Bassi led the transaction.

Luthra & Luthra has advised ICICI Bank Ltd as lender in respect of the novation and restructuring of its existing rupee financial assistance of INR800 million (US$13.2m) to Educomp Solutions Ltd. Partner Piyush Mishra led the complex novation transaction with cross security and guarantee structure.

Luthra & Luthra has also advised Lighthouse Funds in respect of its acquisition, through its special purpose vehicle India 2020 Maharaja Ltd, of a 12.5 percent stake in Bikaji Foods International Ltd, an India-based maker of snacks, for INR900 million (US$15m). The deal values Bikaji Foods at an estimated INR7.2 billion (US$119.4m). The funds will go towards growing Bikaji Foods’ manufacturing operations, distribution services and foraying the company into the ready-to-eat business segment. This transaction is Bikaji Foods’ maiden fund-raise from a private equity player. Partner Amit Shetye led the transaction.

Maples and Calder has acted as Cayman Islands counsel to health and beauty retailer AS Watson in respect of its sale of a 24 percent stake to Temasek Holdings Pte Ltd in a deal with an estimated value of US$5.7 billion. Partners Greg Knowles and Gareth Griffiths led the transaction whilst Freshfields acted as Hong Kong counsel. Clifford Chance acted as Singapore counsel to Temasek.

Maples and Calder has also acted as Cayman Islands counsel to Weibo Corporation in respect of its IPO of 19.32 million American depositary shares, taking into account the sale of 2.52 million ADSs to cover over-allotments, with each ADS representing one Class A ordinary share of the company. The offering, which closed on 23 April 2014, raised approximately US$328 million, including the exercise of the greenshoe. The ADSs were listed on the NASDAQ Global Select Market. Weibo is a leading social media platform for people to create, distribute and discover Chinese-language content. SINA and Alibaba have remained as major shareholders of Weibo after the completion of the offering. Goldman Sachs (Asia) LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Shearman & Sterling advised the underwriters.

Minter Ellison has advised Guosen Securities (Overseas) Company Ltd, a wholly-owned subsidiary of Guosen Securities Co Ltd, in respect of its issuance of RMB1.2 billion (US$191.7m) 6.4 percent bonds due 2017. The bonds were listed on the HKSE on 25 April 2014. Guosen Securities is a leading Chinese state-owned financial services company headquartered in Shenzhen, China. It provides sales and trading, investment banking, research, asset management, private equity and other financial services with both institutional and retail clients in China and Hong Kong. Guotai Junan Securities (Hong Kong) Ltd, Morgan Stanley, Wing Lung Bank Ltd and BOC International were the joint book-runners and joint lead managers on the issue. Partner Barbara Mok led the transaction.

Norton Rose Fulbright has advised a syndicate of lenders in respect of a limited recourse financing to PT Hoegh LNG Lampung to finance the construction of one LNG Floating Storage and Regasification Unit (FSRU) under construction in Korea and the procurement of a tower yoke mooring system. The FSRU was already delivered to PT Hoegh LNG Lampung and is en route to Indonesia where she will be employed offshore south Sumatra under time charter to PT PGN LNG Indonesia, a subsidiary of PT Perusahaan Gas Negara (Persero) Tbk, for an initial period of 20 years. The syndicate of lenders was co-arranged by The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, Korea Development Bank, Oversea-Chinese Banking Corp and Standard Chartered Bank Ltd. The financing consists of a US$299 million commercial and ECA-backed loan facilities and a US$10.7 million standby letter of credit facility to PT Hoegh LNG Lampung. K-sure provided ECA support. Partners Gervais Green and Robert Driver led the transaction whilst the firm’s affiliate office in Jakarta, led by partner Tasdikiah Siregar, advised on Indonesian law. Baker Botts in London and Hong Kong advised PT Hoegh LNG Lampung.

O’Melveny & Myers has represented 1Verge Holdings Ltd in respect of Alibaba Group’s US$1.22 billion investment in NYSE-listed Youku Tudou Inc, China’s leading internet television company. 1Verge Holdings, which is jointly owned by Youku Tudou chairman and CEO Victor Koo and funds managed by Chengwei Evergreen Management, is the largest corporate shareholder in Youku Tudou. Partners Paul Scrivano and Steven Tonsfeldt led the transaction.

Paul Hastings has represented the joint book-runners in respect of a US$298.4 million global depositary receipts (GDRs) offering by the Industrial Bank of Korea, a government-controlled bank that focuses on financings to small- and medium-sized enterprises in Korea. The GDRs were listed on the Luxembourg Stock Exchange and the underlying common shares were listed on the Korea Exchange. Partner Dong Chul Kim led the transaction which was the first GDR offering from Korea in 2014.

Rajah & Tann is advising a syndicate of 12 banks, comprising of Bank of America NA, The Bank of Tokyo-Mitsubishi UFJ Ltd, Citibank NA Singapore Branch, Credit Agricole Corporate and Investment Bank Singapore Branch, Deutsche Bank AG Singapore Branch, DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd Singapore Branch, Mizuho Bank Ltd, Oversea-Chinese Banking Corp Ltd, Standard Chartered Bank, Sumitomo Mitsui Banking Corp Singapore Branch and United Overseas Bank Ltd, in respect of the S$2.1 billion (US$1.67b) syndicated revolving credit facility to finance SingTel Group Treasury Pte Ltd’s general corporate purposes and to refinance its existing facilities. The facility is secured by a corporate guarantee granted by Singapore Telecommunications Ltd. Partner Angela Lim is leading the transaction which was announced on 22 April 2014 and is yet to be completed.

Rajah & Tann has also advised SGX-ST-listed Gallant Venture Ltd in respect of its first issue of notes under its US$500 million euro medium term note programme. The S$175 million (US$139.36m) 5.95 percent notes due 2016 were issued on 21 April 2014. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the People’s Republic of China. The group has operations in five key areas of automotive, utilities, industrial parks, resort operations and property development. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. DBS Bank Ltd, the sole lead manager and book-runner, was advised by Linklaters Singapore as to English law.

Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore) Ltd as trustee of Frasers Centrepoint Trust in respect of the proposed acquisition of Changi City Point, a suburban retail mall, from Ascendas Frasers Pte Ltd for S$305 million (US$242.56m). Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Sidley Austin has advised The Hartford in respect of its US$895 million sale of its Japanese annuity subsidiary. The Hartford announced on 29 April 2014 that it has entered into a definitive agreement with ORIX Life Insurance Corp to sell 100 percent of the outstanding shares of Hartford Life Insurance KK (HLIKK), The Hartford’s wholly-owned Japanese annuity subsidiary. Concurrent with closing, all reinsurance agreements between HLIKK and The Hartford’s US life insurance subsidiaries will terminate, except an agreement covering about US$1.1 billion of fixed payout annuity reserves. The transaction is expected to be approved by the Japanese Financial Services Agency and, subject to other customary closing conditions, to close in July 2014. The final purchase price and associated financial impacts and capital benefit are subject to adjustment.

WongPartnership has acted for the syndicate of lenders in respect of the S$800 million (US$637m) syndicated financing to Suntec Real Estate Investment Trust (Suntec REIT) to refinance an outstanding loan facility due in 2014 and 2015. The syndicate of lenders comprised Bank of China Ltd Singapore Branch, Citibank NA Singapore Branch, DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd, Malayan Banking Berhad Singapore Branch, Oversea-Chinese Banking Corp, Standard Chartered Bank and Sumitomo Mitsui Banking Corp Singapore Branch. Partner Christy Lim led the transaction.

WongPartnership has also acted for DHL Supply Chain Singapore Pte Ltd, part of the Deutsche Post DHL, in respect of the development and lease of a built-to-suit warehouse, which includes a three-storey ramp-up warehouse with a four-storey ancillary office and a two-storey ramp-up warehouse, located at Greenwich Drive, Tampines LogisPark, Singapore. Partners Tan Teck Howe and Kua Lay Theng led the transaction.