|Allen & Gledhill has advised Brookvale Investments Pte Ltd in respect of its acquisition of all the issued ordinary shares in the capital of Allgreen Properties Ltd (Allgreen) by way of a voluntary conditional cash offer at an offer price of S$1.60 (US$1.30) in cash per share to all Allgreen shareholders who accept the offer. The deal is valued at approximately S$2.54 billion (US$2.06b). Partners Lim Mei, Hilary Low and Lynn Ho led the transaction.
Allen & Gledhill has also provided Singapore law advice for DBS Bank Ltd as the manager and underwriter in respect of Spice i2i Ltd’s recently completed fully underwritten one-for-one renounceable rights issue to raise gross proceeds of approximately S$150.8 million (US$122.4m). Partner Leonard Ching led the transaction.
In addition, Allen & Gledhill has provided Singapore law advice for Standard Chartered Bank as the lead manager and dealer in respect of Overseas Union Enterprise Ltd’s issue of S$300 million (US$243.5m) in aggregate principal amount of 4.3 per cent unsecured fixed rate notes due 2014 under its S$1 billion (US$812m) multicurrency medium term note programme. The notes have been listed on the SGX ST. Partners Margaret Chin and Daselin Ang led the transaction.
Finally, Allen & Gledhill has advised M&C REIT Management Ltd (M&C REIT), as manager of CDL Hospitality Real Estate Investment Trust, in respect of its acquisition of Studio M Hotel Singapore for S$154 million (US$125m) from Republic Iconic Hotel Pte Ltd. M&C REIT also announced a master lease of Studio M Hotel Singapore to the vendor immediately upon the completion of the acquisition. Partners Jerry Koh, Ho Kin San and Chua Bor Jern led the transaction.
Allens Arthur Robinson has advised Archer Capital in respect of the establishment of Australian Hospital Partners Pty Ltd and its acquisition of 100 per cent of Healthe Care Australia Pty Ltd from CHAMP Ventures, Healthe Holdings, ING Investment Management and BOS International (Australia) Ltd. The third-largest for-profit private hospital operator in Australia, Healthe Care operates 12 hospitals along the east coast, and a range of community nursing and workplace health services. Australian Hospital Partners, which is controlled by funds managed or advised by Archer Capital and the Healthe Care senior management team, will now run the Healthe Care hospitals. Partners Tom Story and Tom Highnam led the transaction. Baker & Mackenzie advised the vendors whilst Corrs acted for Australian Hospital Partners’ lenders.
AZB & Partners has advised JATF V (Singapore) Pte Ltd (JAFCO) in respect of its acquisition of equity in CustomerXPS Software Private Ltd through Series A shares constituting approximately 28 per cent of the share capital of JAFCO. Customer Xps is an Indian private limited company which is engaged in the business of inter alia developing and producing real-time intelligent software for high transaction domains. The deal was valued up to US$4 million to be paid in two tranches, the first tranche of INR136.5 million (US$3m) has already been paid. The second tranche of investment of up to INR45.5 million (US$1m) will take place upon fulfillment of certain conditions. Partner Gautam Saha led the transaction.
AZB & Partners has also advised Janalakshmi Financial Services Private Ltd in respect of the acquisition of a 10 per cent minority equity stake in the company by CVCI. Partner Srinath Dasari led the transaction which was completed on 21 June 2011.
Baker & McKenzie has advised ARA Asset Management (Fortune) Ltd, as manager of Fortune Real Estate Investment Trust (Fortune REIT), in respect of a five-year term loan and revolving credit facilities of up to HK$3.8 billion (US$488.3m), comprising a HK$2.83 billion (US$363.6m) term loan facility and a HK$970 million (US$124.6m) revolving credit facility granted to Fortune REIT. Part of the new facilities was used to refinance existing facilities of HK$3.1 billion (US$398.3m) due in October 2013, and the balance will be used for financing the corporate funding requirements of Fortune REIT. Partners Milton Cheng and Stephen Eno co-led the transaction. Allen & Overy acted as Hong Kong legal counsel whilst Appleby acted as BVI legal counsel to the lenders. Shook Lin and Bok acted for the trustee.
Baker & McKenzie has also represented Hugo Boss in respect of a domain name infringement case in the World Intellectual Property Organization (WIPO) Arbitration and Mediation Center, which was resolved in favour of Hugo Boss on 30 May 2011. The case involves the domain name “www.highboss.com”, which was registered by a Vietnamese resident who is the owner of a chain of the High Boss shoe stores in Vietnam. WIPO ruled in favor of Hugo Boss and ordered the transfer of the disputed domain name to Hugo Boss. Partner Tran Manh Hung led the Baker & McKenzie team.
Davis Polk has advised Prada SpA in respect of its HK$16.7 billion (US$2.2b) IPO on the HKSE and global offering. Prada’s shares debuted on the HKSE on 24 June 2011, the first offering by an Italian company on the exchange. The global offering consisted of both primary and secondary shares. Banca IMI SpA, CLSA Ltd, Goldman Sachs (Asia) LLC and UniCredit Bank AG Milan Branch acted as joint bookrunners for the global offering. Partners James C Lin and John D Paton led the transaction whilst Slaughter & May advised on Hong Kong law, Bonelli Erede Pappalardo on Italian law and Jun He Law Offices on PRC law. The underwriters were advised by a team from Clifford Chance led by partners Virginia Lee, Amy Lo, Lee Coney, Filippo Emanuele and Alberta Figari, on Hong Kong, Italian and US laws, and by Fangda Partners on PRC law.
De Brauw Blackstone Westbroek has acted as Dutch counsel for J&Partners LP (Cayman Island), a mining fund owned by Indonesian investors, in respect of the acquisition of Avocet BV from Avocet Mining plc. Avocet BV’s subsidiaries operate Malaysia’s largest gold mine Penjom. The transaction is part of J&Partners LP’s US$200 million acquisition of the South East Asian gold mining operations from Avocet Mining plc, a gold mining company listed on AIM in London and OSE in Oslo. Partner Geert Potjewijd led the transaction whilst K&L Gates (Singapore) acted as lead counsel, Susanto & Partners as Indonesian counsel, and Skrine as Malaysian counsel to J&Partners. Field Fisher Waterhouse (London) acted as lead counsel whilst Zaid Ibrahim & Co acted as Malaysian counsel to Avocet.
Gide Loyrette Nouel has advised Capgemini Asia Pacific, part of the global Capgemini group (Capgemini), in respect of its acquisition of Praxis (Beijing) Technology Ltd (Praxis), a specialist developer and provider of IT services in China. The acquisition represents Capgemini’s first acquisition of a China based company and forms part of Capgemini’s strategy to expand its presence in China. The acquisition will enable Capgemini to enhance its IT service offering, including SAP services. The transaction will involve Capgemini acquiring 100 per cent of the shares in Praxis and is expected to close in mid to late 2011, following receipt of all relevant regulatory approvals and licences. Partner Thomas Urlacher led the transaction.
IndusLaw has advised Helion Venture Partners India LLC, Canaan VIII Mauritius and Sequoia Capital India Growth Investments in respect of their purchase of the entire stake of Ajay Agrawal, one of the co-founders of UnitedLex Corporation for US$16 Million. UnitedLex is a global leader in providing technology powered legal and business solutions. The transaction represents one of the largest deals in the BPO space in recent years and shows the renewed confidence in the space. Partner Suneeth Katarki led the transaction. The seller was represented by Amarchand Mangaldas.
Khaitan & Co has advised AGS Transact Technologies Ltd (AGS) in respect of the sale of its 20 per cent stake to TPG Group for approximately US$32.3 million. AGS is one of the leading outsourcers of automated teller machines in India, a segment which has seen some action from private equity players recently. Partner Anand Mehta and executive director Daksha Baxi led the transaction.
Khaitan & Co has also advised Barclays Bank (H&B) Mauritius in respect of the acquisition of the entire shareholding in SKR BPO Services Private Ltd together by Serco group for US$634 million. Serco Group provides IT enabled services, BPO services, call centre and contact center services. SKR BPO Services Private Ltd is an investment company with stake in various outsourcing companies. Partners Murali Neelakantan and Kalpana Unadkat led the transaction.
Lee & Ko has advised KoFC STIC Growth Champ 2010-2 Private Equity Fund managed by STIC Investments Inc in respect of its acquisition of redeemable convertible preferred shares and bonds with warrants newly issued by Ecopro Co Ltd for KRW30 billion (US$28m). Ecopro is listed on the KRX KOSDAQ Market and operates a portfolio of businesses consisting of environmental materials, chemical air filters, environmental systems and secondary batteries. Partners Dong Eun Kim and Je Won Lee led the firm’s advisory team.
Lee & Ko has also advised DBI Holdings Investment Purpose Company Co Ltd, an acquisition vehicle managed by Corstone Private Equity Fund II, in respect of its recent acquisition of 100 per cent of Celltrion DBI for KRW13.5 billion (US$12.6m) from its shareholders, including its parent Celltrion group which is known for biopharmaceutical products. Celltrion DBI manufactures automobile parts, such as safety belt systems and steering wheels. Partner Je Won Lee led the firm’s advisory team.
Legal Advisors, in association with Baker & McKenzie, has advised Al-Ittefaq Steel Products Company (ISPC) in respect of its restructuring of approximately SAR7.5 billion (US$2 billion) debt facilities and liabilities, comprising debt obligations to 18 local and regional banks. The transaction is one of the first and largest corporate debt restructurings in the KSA. The restructuring, which included the bank debt of both ISPC and the Al-Tuwairqi Group of Companies, is based on new long- term commercial and Islamic bank facilities and contemplates the payment of equal quarterly installments over a six-year period, with the outstanding amounts being fully paid as they fall due at the end of the sixth year. Partners Ian Siddell and Karim Nassar led the Baker & McKenzie advisory team.
Nishith Desai Associates has advised INDIAREIT Fund, a real estate private equity fund, in respect of its recent joint venture with Ambience Group for the development of approximately 17.63 acres of land parcels in Gurgaon.
Paul, Hastings, Janofsky & Walker has advised Energy Development Corporation (EDC), the Philippines’ largest producer of geothermal energy, in respect of its new US$75 million term loan facility provided by International Finance Corporation (IFC). The new loan has a tenor of 15 years and the proceeds will be used by EDC to finance its medium-term capital expenditure program. This new loan follows a PHP4.1 billion (US$95m) term loan provided by IFC in 2008, on which the firm also advised EDC. Partner Patricia Tan Openshaw led the transaction.
Paul, Hastings, Janofsky & Walker has also advised Energy Development Corporation (EDC) in respect of its US$175 million transferable syndicated term loan facility provided by Australia and New Zealand Banking Group Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, Chinatrust Commercial Bank, ING Bank NV Manila Branch, Maybank Group, Mizuho Corporate Bank Ltd and Standard Chartered Bank. The new loan has a tenor of six years and the proceeds will be used by EDC to refinance its existing three-year US$175 million term loan facility which closed in 2010, on which the firm also advised EDC. Partners Patricia Tan Openshaw and Josh Isenberg led the transaction.
Paul, Weiss, Rifkind, Wharton & Garrison has advised Sihuan Pharmaceutical Holdings Group Ltd (SPHG) in respect of a share purchase agreement entered into on 22 June 2011 by its wholly-owned subsidiary, Sun Moral International (HK) Ltd to acquire 100 per cent equity interest in Smart Baskets Investments Ltd (Smart Baskets) for RMB775 million (US$120m). SPHG, through its operating subsidiaries in China, is engaged in the research, production and sale of pharmaceutical drugs, and specializes in cardiocerebral vascular drugs. Smart Baskets is a BVI investment holding company that owns 100 per cent of the equity interests in Vinise Pharmaceutical Ltd and Hainan Litzman Pharmaceutical Ltd, both engaged in the production and sale of pharmaceutical products. Partner Jack Lange led the transaction.
Pinsent Masons has advised international built asset consultancy E C Harris in respect of the acquisition of MB Project Management Ltd, one of China’s premier project management companies operating from offices in Beijing and Shanghai. The acquisition will enable E C Harris to broaden its local delivery of built asset consultancy services to its client base across China and other Asian markets. The deal creates a network of over 100 experienced professionals on the ground in three offices across China-Shanghai, Beijing and Guangzhou. Partner Jonathan Reardon led the transaction.
Rajah & Tann is advising SGX-ST listed CapitaMalls Asia Ltd (CMA) in respect of its joint venture with CapitaMall Trust (CMT) and CapitaLand Ltd (CL) to tender for and develop a mixed retail-office development at the Jurong Gateway Site located at Boon Lay Way. The Jurong Gateway Site was awarded to the joint venture at the tender price of approximately S$969 million (US$787.5m) by the Urban Redevelopment Authority of Singapore. Partners Soon Choo Hock, Goh Kian Hwee, Cynthia Goh and Yap Chew Fern are leading the transaction. Shook Lin & Bok acted for HSBC Institutional Trust Services (Singapore) Ltd as trustee of CMT whilst Rodyk & Davidson acted for CL.
Shook Lin & Bok’s Singapore office has acted for Silver Oak Ltd, a special purpose vehicle incorporated in Singapore, in respect of the issue of US$645 million Class A secured floating rate notes due 2018 (Series 002 Notes). The Series 002 Notes were issued under the S$10 billion (US$8.12b) multicurrency secured medium term note programme established on 13 September 2006 and were secured by its rights to Raffles City Singapore, a mixed-use landmark property jointly owned by CapitaCommercial Trust and CapitaMall Trust. Proceeds from the issue were used to part finance the purchase and redemption by the issuer of the US$427 million Class A1 secured floating rate notes due 2013, €30 million (US$43.5m) Class A2 secured floating rate notes due 2013 and the US$86.5 million Class B secured floating rate notes due 2013. Partner Marilyn See led the transaction.
WongPartnership has acted for Larry Lam, the controlling shareholder of Portek International Ltd which operates and manages ports in Indonesia, Algeria, Malta, Gabon and Rwanda, in respect of a possible competing offer between (i) the voluntary conditional cash offer by ICTSI Far East Pte Ltd, an indirect wholly-owned subsidiary of International Container Terminal Services Inc, for shares in the company and (ii) the possible offer by a third party (which is subject to a put up or shut up notice by the regulator). Partner Ng Wai King acted on the matter.
WongPartnership has also acted for CapitaLand Ltd in respect of the acquisition of the entire 100 per cent stake of PRC incorporated company Wuhan Kaihui Real Estate Co Ltd (Kaihui), which owns a 124,737 square metres parcel of land in Caidian District, Wuhan, Hubei Province, PRC, for a cash consideration of RMB361 million (US$55.8m) from a party unrelated to CapitaLand. CapitaLand’s subsidiary, CapitaValue Homes (CVH), will lead Kaihui’s plans to develop the land into 2,000 homes. The project is CVH’s first undertaking to build affordable homes in China. Partners Joseph He and Shirley Tan acted on the matter.
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David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.