Deals – 30 September 2010

Allens Arthur Robinson has also advised the Victorian Department of Transport in respect of the procurement of 50 new low-floor trams, valued at approximately A$350 million (US$340m), for the state’s expanding public transport system. The procurement is part of an A$807 million (US$783m) investment by the Victorian Government, which will include a new tram maintenance and storage depot at Preston in Melbourne. The firm’s team was led by partner Paul Kenny.

AZB & Partners is advising Tata Consultancy Services (TCS) in respect of its acquisition of the entire share capital of SUPER VALU India Services Private Limited (Supervalu) from SUPER VALU Services USA and SUPER VALU India Inc. Supervalu provides IT, infrastructure and shared services as well as financial analysis, data management and production support to SUPER VALU Services USA and SUPER VALU Inc. Partner Vishnu Jerome is leading the transaction, which is scheduled to close on 8 October 2010.

Davis Polk & Wardwell LLP is advising Canon Investment Holdings (Canon) in respect of its proposed acquisition of a majority interest in Nasdaq-listed Altair Nanotechnologies Inc (Altair). Under the proposed agreement, Canon will purchase newly issued common shares, representing 51 percent of Altair’s common shares outstanding, immediately following closing on a fully diluted basis. The transaction is valued at approximately US$48.9 million and is expected to close by January 2011, subject to approval by Altair shareholders, satisfaction of certain closing conditions and receipt of regulatory approvals including approval from the US Committee on Foreign Investment. The firm’s corporate team included partners Mark J Lehmkuhler, Frank J Azzopardi, Kathleen L Ferrell and Barbara Nims, whilst Kaye Scholer is also advising Canon on certain regulatory matters. Parr Brown Gee & Loveless is advising Altair, as is King & Spalding in relation to certain regulatory matters.

The Hong Kong office of Eversheds has advised BOCI Asia Limited as the sole global coordinator, bookrunner, sponsor and lead manager in respect of the US$84.6 million IPO listing for skincare company Magic Holdings International Limited. The IPO consisted of an aggregate of 200 million offer shares, which were listed on the HKSE on 24 September 2010. Net proceeds of the IPO, which includes an international offering, will be utilised for brand promotion, business expansion and research and development in the region. Corporate partner Stephen Mok led the team.

Herbert Smith LLP has advised BG Group in respect of the sale of its indirectly-held 40 percent interest in the Santa Rita and San Lorenzo power stations in the Philippines to Korea Electric Power Corporation (KEPCO), for a net consideration of approximately US$400 million. The two combined cycle natural gas-fired power plants have a combined capacity of 1500MW. The net consideration under the agreement is subject to standard completion adjustments, including interest to be paid to BG Group upon closing. Closing of the transaction, which is expected in the first quarter of 2011, is subject to receiving necessary waivers and consents from non-recourse lenders as well as First Philippine Holdings Corporation, which indirectly holds a 60 percent interest in the power plants. If the deal is completed, it will be the first time a Korean company has acquired significant equity interests in overseas power plants in operation. The firm’s team was led by partner Lewis McDonald, whilst Alejandro Figueroa led the in house legal team. ACCRALAW and Sicangco & Sicangco advised on Philippines law and Walkers provided BVI law advice. KEPCO was advised by Baker & McKenzie.

J Sagar Associates has advised Indo Asian Fusegear Limited in respect of the sale of its switchgear business to a wholly owned subsidiary in India belonging to Legrand SA of France, for approximately US$110.6 million. The team was led by partners Jyoti Sagar and Rohitashwa Prasad.

Norton Rose Australia is advising China Development Bank and Raiffeisen Zentralbank Osterreich AG in respect of the US$155 million syndicated project financing for the development of the Mt Cattlin spodumene mine in Ravensthorpe in Western Australia, and the associated lithium carbonate production plant in Jiangsu in the PRC, which are being developed by ASX-listed Galaxy Resources Ltd. Partners Alen Pazin and Ian McCubbin led the transaction.

Norton Rose Group has advised Export-Import Bank of China and Bank of China in respect of a US$1.2 billion shipping loan to Vale, the world’s largest iron ore producer. The loan agreement was signed 9 September 2010. Vale intends to use the loan proceeds to finance the construction of 12 vessels which will be used to transport iron ore to China from Brazil. Deliveries are expected between the start of 2011 and the end of 2012. The vessels will be owned by Vale Shipping Singapore Pte Ltd and flagged in Singapore. The firm’s team was led by banking partner Nigel Ward, whilst King & Wood advised on PRC law. Machado Meyer Sendacz Opice acted as Brazilian counsel for the banks.

Paul, Hastings, Janofsky & Walker has advised Morgan Stanley Asia Limited (Morgan Stanley) as the sole bookrunner and sole global coordinator, and CCB International Capital Limited (CCB International) and Morgan Stanley, as joint sponsors and joint lead managers, in respect of the approximate US$103 million Hong Kong IPO and global offering of Changfeng Axle (China) Company Limited (Changfeng Axle), a leading Chinese auto parts manufacturer based in Fujian Province. The offering comprised a Hong Kong public offering and an international offering under Reg S/Rule 144A. The firm’s Hong Kong capital markets team included partner Sammy Li.

Paul, Hastings, Janofsky & Walker has also advised Franshion Properties (China) Limited, a subsidiary of Sinochem Corporation, in respect of its private placement of up to US$600 million perpetual subordinated convertible securities. Placing agents on the transaction were BOCI Asia Limited, Deutsche Bank AG Hong Kong Branch, JP Morgan Securities Ltd and Standard Chartered Bank. The firm’s team was led by partners Vivian Lam and Raymond Li.

Paul, Weiss, Rifkind, Wharton & Garrison has advised General Atlantic Mauritius Limited in respect of its purchase of a 19 percent stake in SouFun Holdings Limited (SouFun), the largest online real estate portal in China, from Telstra International Holdings Limited in a private placement which closed simultaneously with SouFun’s IPO of its Class A ordinary shares on the NYSE. The aggregate price for the purchase was over US$163 million. Certain entities controlled by private equity fund Apax Partners also invested an equal amount on the same terms, whilst certain entities controlled by the management of SouFun also purchased SouFun shares from Telstra in the private placement. The firm’s advisory team included corporate partners Jeanette Chan and John Kennedy.

Rajah & Tann LLP has acted for Fresenius Medical Care Beteiligungsgesellschaft MBH in respect of its acquisition from Bumrungrad International Holdings (Hong Kong) Limited of the Asia Renal Care group of companies, which provide kidney dialysis and related services in the Asia Pacific region. The transaction was approved by the Competition Commission of Singapore on July 2010, however formal clearance was not received until late September 2010. The firm’s advisory team included partners Chia Kim Huat, Kala Anandarajah and Danny Lim.

Slaughter and May’s Hong Kong office has advised China Power New Energy Development Company Limited (CPNE) in respect of its acquisition of China Power Dafeng Wind Power Company Limited (CP Dafeng) for RMB504 million (US$74m). Under a share purchase agreement entered into between CPNE, its subsidiary China Power (New Energy) Holdings Limited, and its substantial shareholder China Power International Holding Limited, CP Dafeng will become an indirect wholly-owned subsidiary of CPNE. The transaction, which was announced on 24 August 2010 and involves the issue of new securities as consideration to an extent that would normally give rise to an obligation to make a takeover offer, is subject to independent shareholders’ approval and to the grant of a whitewash waiver by the Securities and Futures Commission. The transaction is also subject to various PRC regulatory approvals. Partners Benita Yu and Jason Webber led the firm’s advisory team.

Slaughter and May is also advising the management team of HSBC Private Equity (Asia) Limited (HPEA) as to Hong Kong law in respect of an agreement to purchase an 80.1 percent interest in HPEA. HSBC will retain a 19.9 percent interest in HPEA, one of the largest and longest-established private equity firms in Asia with US$3.5 billion of assets under management. Completion of the transaction is expected to take place at the end of 2010. Partner Jason Webber led the firm’s advisory team.

The Singapore office of Watson, Farley & Williams LLP has acted as English counsel to OCBC Bank (Malaysia) Berhad, as mandated lead arranger and sole bookrunner, in connection with the US$239 million syndicated eight year loan facility for Armada Marine Contractors Caspian Pte Ltd. The loan facility is guaranteed by Bumi Armada Berhad, currently the largest Malaysian operator of offshore support vessels. The facility will be used to refinance existing indebtedness, finance working capital and to partly finance construction of a barge. The firm’s team was led by partner Christopher Lowe.

The Singapore office of Watson, Farley & Williams LLP has also advised Grand Capital International Limited and Bank SinoPac, as junior and senior lenders respectively, in relation to a multi-tranche US$22 million pre-delivery financing for Hope Bulkship SA, a Panamanian-incorporated JV partly owned by the UniAsia Finance Corporation, a leading asset finance and investment company based in Hong Kong with a particular focus on investments in the shipping and real estate sectors. The deal represents the Bank SinoPac Group’s first foray into cross-border ship financing transactions governed by English law. The firm’s team was again led by partner Christopher Lowe.

Weerawong, Chinnavat & Peangpanor Ltd has advised Bangkok Bank Plc, KASIKORNBANK Plc and Krung Thai Bank Plc as underwriters in respect of the offering by PTTEP Australia International Finance Pty Ltd (PAIF), a wholly owned subsidiary of PTT Exploration and Production Plc (PTTEP), in relation to the guaranteed US dollar denominated notes of PAIF guaranteed by PTTEP in the aggregate principal amount of US$200 million. The offering was subsequent to the international tranche of the US$500 million US dollar denominated bonds issued by PAIF and guaranteed by PTTEP. The offering is recognised as the first non-Baht bond offering in Thailand transacted under the Fx Bond Regulations enacted in June 2010. The deal, which was led by partner Peangpanor Boonklum, closed in early August 2010.

Weerawong, Chinnavat & Peangpanor Ltd has also acted as local counsel to Phatra Securities Plc, Finansa Securities Limited and Morgan Stanley as the underwriters in respect of the public offering of newly issued shares in Thai Airways International Plc (Thai Airways) worth approximately 15 billion Thai Baht (US$500m). The proceeds will strengthen Thai Airway’s financial status and support its business expansion projects, as well as assist with product and service improvement. Partner Peangpanor Boonklum also led the deal, which closed on September 24, 2010.

WongPartnership LLP has acted for Doughty Hanson & Co (DHC) as Singapore counsel in respect of DHC’s acquisition of Equity Trust (including Equity Trust (Singapore) Limited) for a total consideration of €350 million (US$477m), from Candover and other institutional shareholders. The existing senior management team will invest alongside DHC. Partner Chan Sing Yee acted on the matter.

WongPartnership LLP has also acted for Rainbow Mining Pte Ltd, a Singapore-based mining company, in respect of the disposal of a 60 percent interest in Rainbow Minerals Pte Ltd to Guangxi Dameng Manganese Industry Co Ltd, China’s largest manganese company, for a consideration of US$45 million. Partners Joseph He and Miao Miao acted on the matter.