Deals – 30 August 2012

Allens has also advised a Charter Hall-managed wholesale entity in respect of its acquisition of the Bay Village Shopping Centre in New South Wales for A$164 million (US$169.6m). The firm also advised Charter Hall on the trust’s establishment and investment, development and property management arrangements. The 29,162 square metre modern sub-regional shopping centre is located 90 kilometres north of Sydney. The property will be held within a newly established unlisted wholesale trust. The trust, known as RP2, is owned by one of Charter Hall’s global institutional partners who hold an 80 percent interest with the remaining 20 percent equity held by the Charter Hall Property Trust coinvestment portfolio. Partner Nicholas Cowie led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has acted as Indian legal advisors to South Asia Private Investments and other affiliates of Bain Capital Partners in respect of their proposed purchase of approximately 30 percent of the share capital of NYSE-listed Genpact Ltd from entities affiliated with General Atlantic (GA) and Oak Hill Capital Partners (Oak Hill) for approximately US$1 billion. Genpact is a global leader in business process management and technology services. Partners Ashwath Rau and Vandana Pai Bharucha led the transaction which is expected to close in 2012, subject to anti-trust and competition clearances and other customary closing conditions. Nishith Desai Associates acted as Indian legal and tax counsel for General Atlantic Partners and Oak Hill Capital Partners.

Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as Indian legal advisors to the issuer in respect of the update of the US$1 billion medium term note programme of Indian Overseas Bank acting through its Hong Kong Branch pursuant to Regulation S of the US Securities Act of 1933 and the issue of US$500 million 4.625 percent notes due 2018 under the programme. The update was completed on 30 March 2012 and the drawdown closed on 21 August 2012. The dealers for the programme and joint lead managers for the drawdown were Standard Chartered Bank, The Royal Bank of Scotland plc, Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and JP Morgan Securities plc. Partner Niloufer Lam led the transaction. Allen & Overy acted as the international legal counsel to the dealers/lead managers for the issue.

AZB & Partners has advised Pinebridge fund entities Ashoka Investments Holdings Ltd and Ambadevi Investments Holdings Ltd in respect of the acquisition of approximately 76 percent of the shares of Firepro Systems Private Ltd by the Panasonic Corporation through its subsidiary Anchor Electricals Private Ltd. Partner Gautam Saha led the transaction which was completed on 29 May 2012.

AZB & Partners has also advised L Capital Eco Ltd in respect of its acquisition of 10 percent of the share capital of PVR Ltd for approximately INR577 million (US$10.5m) and its acquisition of 44 percent of the equity shareholding in PVR Leisure Ltd and convertible preference shares for approximately INR500 million (US$ 9.1m). Partner Vinati Kastia led the transaction.

Clayton Utz has advised Toronto and New York listed Cameco Corporation, one of the world’s largest uranium producers, in respect of an agreement with BHP Billiton for the acquisition of the Yeelirrie uranium project in Western Australia for US$430 million. Yeelirrie is one of Australia’s largest undeveloped uranium deposits, located about 650 kilometres northeast of Perth and about 750 kilometres south of Cameco’s Kintyre exploration project. Partners Heath Lewis and Brett Cohen led the transaction which is subject to regulatory approvals.

Clayton Utz has also advised TSX listed global lithium producer Talison Lithium Ltd in respect of its entry into a scheme implementation agreement with US headquartered specialty chemical producer Rockwood Holdings Inc. Under the terms of the current scheme proposal, Rockwood will acquire all of Talison’s outstanding securities, valuing the deal at approximately C$724 million (US$731.7m). Partner Heath Lewis led the transaction.

Colin Ng & Partners has acted for China Auto Corporation Ltd in respect of its acquisition of 53,631 ordinary shares representing 25 percent of the issued and paid-up share capital of Neftech Pte Ltd for S$47.77 million (US$38m). The consideration for the acquisition was satisfied by the issue and allotment of approximately 1.22 billion shares in the issued and paid-up capital of the company to a group of sellers comprising, inter alia, directors Quek Sim Pin and Victor Levin. The acquisition increased the company’s interest in Neftech to 48.9 percent and was completed on 27 July 2012. Partner Elaine Beh led the transaction.

Freshfields Bruckhaus Deringer has advised China Telecom Corporation Ltd (China Telecom) in respect of its proposed acquisition of CDMA network assets and associated liabilities held by its parent company, China Telecommunications Corporation. HKSE-listed China Telecom has agreed to acquire the network for an initial consideration of RMB84.6 billion (US$13.3b). The acquisition is subject to the required regulatory and shareholders’ approvals and is expected to take place by 31 December 2012. Teresa Ko, supported by partner Richard Wang, led the transaction. Sullivan & Cromwell, led by partner Chun Wei, also advised China Telecom.

Herbert Smith has advised Industrial and Commercial Bank of China Ltd (ICBC) in respect of its issue of RMB1 billion (US$15.8m) three-year fixed-rate bonds due 2015. This is the first overseas RMB bonds issue by ICBC, the world’s largest bank in terms of market capitalisation. Partner Tom Chau led the transaction. Linklaters advised the joint lead managers and joint bookrunners composed of Industrial and Commercial Bank of China (Asia) Ltd, ICBC International Capital Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Nomura International Plc, Goldman Sachs (Asia) LLC, Bank of Communications Co Ltd Hong Kong Branch and BOCOM International Securities Ltd.

Hogan Lovells has advised Australia and New Zealand Banking Group Ltd (ANZ) in respect of two financing deals with a combined value of HK$2.5 billion (US$322.3m). The firm advised ANZ and DBS Bank Ltd as mandated lead arrangers and lenders to Brilliant Circle Holdings International Ltd to fund the acquisition by Brilliant Circle of at least 60 percent of the total issued share capital of Giant Sino Investments Ltd. The amount was subsequently upsized from HK$300 million (US$38.7m) to HK$500 million (US$64.5m) on syndication. The firm also advised the bank group led by ANZ in respect of the HK$2 billion (US$257.9m) term and revolving facilities advanced by ANZ, Commonwealth Bank of Australia, Chinatrust Commercial Bank, CITIC Bank International Ltd, Malayan Banking Berhad and The Bank of Tokyo-Mitsubishi UFG Ltd Hong Kong Branch as lenders to AMVIG Holdings Ltd to refinance existing indebtedness. Partner Allan Wardrop led the transaction.

J Sagar Associates has advised BSE and NSE listed Everonn Education Ltd and its promoters, the Varkey Group / GEMS Education, in respect of the acquisition of Bharti’s education business, Centum Learning Ltd (Centum). Subsequent to the receipt of necessary regulatory approvals, Centum will merge with Everonn. In consideration for the acquisition, the shareholders of Centum will receive cash and shares in Everonn. Partner Lalit Kumar led the transaction.

J Sagar Associates has also advised AbsolutData Research and Analytics Solutions Pvt Ltd and its promoters in respect of the US$20 million investment by Fidelity Growth Partners India (Fidelity), the India-focused private equity arm of Fidelity Worldwide Investment, in the AbsolutData group. The transaction involved restructuring of the AbsolutData group to facilitate Fidelity’s direct or indirect interest in the entire value chain within the group. The transaction entailed a US leg, as well an India leg. Partner Manvinder Singh led the transaction. Fidelity was advised by Trilegal led by partner Harsh Pais. The US counsels involved in the transaction were Goodwin Procter and Schulte Roth & Zabel.

K Law has advised Pipavav in respect of its MOU for strategic partnership with Swedish defence company SAAB. In conjunction with this, the firm also advised Pipavav on their technical partnership agreement with SAAB. The MOU covers an investment by Saab of approximately MSEK 250 (US$37.5m) through a suitable structure, subject to all necessary approvals, during coming months. Pipavav is one of the strongest private players in the naval domain in India and has ambitions also in other defence areas. Saab serves the global market with world-leading products, services and solutions ranging from military defence to civil security. Partner Naina Krishna Murthy, assisted by partner Praveen Raju, led the transaction. SAAB was advised by Seth Dua & Associates.

K Law has also advised Larsen & Toubro in respect of the share sale and purchase agreement with Toshiba Machine Co Ltd Japan for the sale of its entire shareholding in L&T Plastics Machinery Ltd. The share sale will be subject to completion of final closing conditions. L&T Plastics Machinery, a wholly owned subsidiary of L&T, manufactures injection moulding machines. Toshiba Machine also manufactures injection moulding machines and other machinery with plants in Japan and China. Partner Naina Krishna Murthy, assisted by partner Sankar Swamy, led the transaction. Toshiba Machine was advised by Japanese law firm Mori Hamada & Matsumoto and Khaitan & Co.

Khaitan & Co has advised SG Holdings Co Ltd Japan in respect of a joint venture with Sindhu Cargo Services Ltd to carry out freight forwarding, customs clearance and integrated logistics related activities. Partner Zakir Merchant led the transaction.

Khaitan & Co has also advised business historian Dr Gita Piramal in respect of the sale of 95 percent stake in BP Ergo Ltd to HNI Corporation. Partner Aakash Choubey led the transaction.

King & Wood Mallesons has acted for Singapore-based Ascendas Group, Asia’s leading provider of business space solutions, in respect of the Australian aspects of its S$385 million (US$307m) IPO and listing of stapled securities in Ascendas Hospitality Trust. The IPO is the largest capital raising of its type in Singapore so far this year. The proceeds of the IPO have been used by the trust in its acquisition of a Pan-Asian portfolio of 10 hotel assets, situated across six cities in Australia, China and Japan. Partner John Sullivan led the transaction. Allen & Gledhill (Singapore) also advised the issuer whilst WongPartnership advised the investment banks that underwrote the IPO.

Kirkland & Ellis is representing the independent committee of the ‎‎board of directors of Focus Media Holding Ltd in respect of its going-private transaction proposed ‎‎by affiliates of FountainVest Partners, The Carlyle Group, CITIC Capital Partners, CDH Investments and ‎‎China Everbright Ltd and Jason Nanchun Jiang, chairman of the board of directors and chief ‎‎executive officer of Focus Media, and his affiliates.‎ Partners David Zhang and Jesse Sheley are leading the transaction.

Maples and Calder has acted as Cayman Islands counsel to Nasdaq-listed Tudou Holdings Ltd in respect of its merger with NYSE-listed Youku Inc in a deal estimated to be valued at about US$1.1 billion. Both companies are incorporated in the Cayman Islands and were previously competitors in China’s online video space. The merger became effective on 23 August 2012 and resulted in Tudou becoming a wholly owned subsidiary of Youku (which was re-named as Youku Tudou Inc), with Tudou’s former shareholders receiving shares and ADSs of Youku Tudou Inc in exchange for the cancellation of their shares and ADSs of Tudou. Partner Greg Knowles led the transaction whilst Kirkland & Ellis, led by partners Jesse Sheley and Pierre Arsenault, and Fangda Partners acted as US and Chinese counsel, respectively. Skadden and TransAsia Lawyers acted as US and PRC counsel, respectively to Youku.

Minter Ellison has acted as Australian counsel to ASX top 200 company FKP Property Group in respect of its underwritten A$208 million (US$215.2m) accelerated non-renounceable pro-rata entitlement offer of stapled securities to its existing shareholders. The net proceeds will be used by FKP to repay debt and provide liquidity and headroom under its debt facilities. Goldman Sachs Australia Pty Ltd was lead manager and underwriter of the entitlement offer. Partners Gary Goldman and Daniel Scotti led the transaction. Skadden, Arps, Slate, Meagher & Flom was US counsel to FKP. Clayton Utz was Australian counsel and Sidley Austin was US counsel to Goldman Sachs Australia Pty Ltd.

Rodyk & Davidson has acted for Energy Market Company Pte Ltd (EMC) in respect of the acquisition of 49 percent of the shares in EMC by Asian Gateway Investments Pte Ltd, a wholly-owned subsidiary of SGX, from M-Co (The Marketplace Company) Pte Ltd for S$17.64 million (US$14m) and a deferred consideration of up to S$2 million (US$1.6m) payable over three years, subject to certain conditions. The remaining 51 percent of the shares in EMC continue to be held by the Energy Market Authority of Singapore. Partner Ng Eng Leng led the transaction.

Rodyk & Davidson has also acted for Mano Singh, the plaintiff/appellant in respect of an employment law dispute with his ex-employer, Cargill TSF Asia Pte Ltd, worth approximately US$1.9 million. The Court of Appeal on 8 August 2012 delivered a judgment in favour of Singh, holding that a clause that entitles his former employer to forfeit part of his bonuses for competing after leaving its employ falls within the restraint of trade doctrine. Cargill TSF Asia Pte Ltd is part of the Cargill group, one of the largest privately owned groups in the world. Partner Philip Jeyaretnam, supported by partner Mark Seah, led the case.

Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of Far East Hospitality Real Estate Investment Trust (Far East H-REIT), in respect of the offering of stapled securities in Far East Hospitality Trust (Far East H-Trust) to raise approximately S$656 million (US$523m), and in obtaining unsecured loan facilities of up to S$725 million (US$578m). Far East H-Trust is the largest IPO in Singapore in 2012 and is the first and only Singapore-focused hotel and serviced residence hospitality trust. Partners Tan Woon Hum and Andrea Ng led the transaction.

Sidley has represented Deutsche Bank and HSBC, as joint lead managers and joint bookrunners, in respect of Sound Global Ltd’s Regulation S offering of US$150 million 11.875 percent senior notes due 2017. Sound Global is a leading PRC integrated water and wastewater treatment provider. The Sound Global transaction was the first debut high-yield issuance this year by a PRC company and the first US-dollar-denominated high-yield note offering ever listed on the HKSE. Partner Matthew Sheridan led the transaction.

Sidley has also represented Credit Suisse and Standard Chartered Bank, as joint lead managers and initial purchasers, in respect of PT Kawasan Industri Jababeka Tbk’s Regulation S/Rule 144A offering of US$175 million 11.75 percent senior notes due 2017. Jababeka is a leading industrial township developer in Indonesia. Partner Matthew Sheridan also led the transaction.

Sullivan & Cromwell is representing G-Resources in respect of its placement of new shares raising US$100 million, with Morgan Stanley as the sole bookrunner and placing agent. Partners Kay Ian Ng and William Chua are leading the transaction which was announced on 24 August 2012.

Sullivan & Cromwell is also representing Lazard Asia (Hong Kong) Ltd as financial adviser to hiSoft Technology International Ltd (China) in respect of its US$875 million tax-free, all stock merger with VanceInfo Technologies Inc. (China). Partners Keith Pagnani, George Sampas, Chun Wei and Garth Bray led the transaction which was announced on 10 August 2012.

WongPartnership has acted for L Capital Asia LLC, the private equity arm of LVMH Moet Hennessy Louis Vuitton, in respect of its investment in jones the grocer, a retailer and franchisor of fine food. Specific focus on prior dealings in know-how, trademarks and goodwill in the contexts of franchise were also considered. Partners Low Kah Keong, Teo Hsiao-Huey and Jeffrey Lim led the transaction.

WongPartnership has also acted for CIMC Offshore Holdings Ltd (CIMC Offshore) and CIMC Raffles Offshore (Singapore) Ltd (CIMC Raffles) in respect of the proposed acquisition by CIMC Offshore, a special purpose vehicle wholly-owned by China International Marine Containers (Hong Kong) Ltd, which is in turn a wholly-owned operating subsidiary of China International Marine Containers (Group) Co Ltd, of all the issued and paid-up ordinary shares in the share capital of CIMC Raffles not held directly or indirectly by CIMC Offshore by way of a scheme of arrangement in accordance with Section 210 of the Companies Act (Chapter 50) of Singapore and the Singapore Code on Take-overs and Mergers. Partners Andrew Ang, Dawn Law and Linda Low led the transaction.