Deals – 4 August 2011

Allen & Gledhill has also acted as Singapore counsel for KKR China Water Investment Holdings Ltd (KKR) in respect of its proposed subscription of US$113.8 million convertible bonds due 2016 to be issued by United Envirotech Ltd at a conversion price of S$0.45 (US$0.37) per fully paid-up new ordinary share. Partners Andrew M Lim, Song Su-Min and Sharon Wee acted on the matter. WongPartnership, led by partners Hui Choon Yuen and Goh Gin Nee, acted for United Envirotech Ltd.

Allens Arthur Robinson has advised BGF Equities, a securities advisory firm in Australia, in respect of the sale of a 50 per cent interest in its business to Canaccord Financial, a Canadian financial services firm listed on the Toronto Stock Exchange. Under the deal, Canaccord will acquire a 50 per cent interest in BGF Equities by purchasing shares from existing shareholders, including management, and by subscribing for new shares. The total consideration payable by Canaccord for their interest is about A$40 million (US$43m). The deal remains subject to conditions, including regulatory approval, and is planned to complete later in the year. Partner Robert Pick led the transaction.

Amarchand Mangaldas has advised Blackstone in respect of its agreement to pick up around 37 per cent of Manyata Promoters Private Ltd (Manyata Promoters) for around US$200 million, valuing the company at around US$550 million. Manyata Promoters operates and manages Manyata Embassy Business Park, one of the largest business parks in Bangalore. The company is jointly promoted by Bangalore-based real estate firm Embassy Property Developments Ltd (Embassy) and Reddy Veeranna. Blackstone will pick up the 37 per cent stake by purchasing shares from Embassy, which will also be giving exit to existing private equity investor HDFC and around 15 per cent from Veeranna. Partners Cyril Shroff and Reeba Chacko led the transaction whilst Embassy was represented by senior lawyer Anup S Shah.

AZB & Partners has advised Ronnie Screwvala & Unilazer, the promoters of UTV, in respect of the buy-out of 20 per cent stake of the promoters of UTV in the event of UTV’s announced delisting. An approximate indication of the acquisition price for shares of the RS promoters and the public is approximately US$454 million. However, the actual consideration will be determined based on the reverse book building process in accordance with SEBI delisting regulations. Partner Shuva Mandal led the transaction.

AZB & Partners has also advised ETHL Communications Holdings Ltd in respect of its issue of 20,000 rated, listed, secured, redeemable, non-convertible debentures valued up to approximately US$452 million on a private placement basis. Partners Shameek Chaudhuri and Sonali Mathur led the transaction.

Clifford Chance has advised Philippines listed company Integrated Micro-Electronics Inc (IMI) in respect of an agreement with Belgium company EPIQ NV to buy EPIQ’s electronics manufacturing business in Bulgaria, Mexico and the Czech Republic. The purchase consideration of approximately €43 million (US$62m) is a combination of cash and newly-issued IMI share. The parties completed the transfer of the EPIQ Group on 29 July 2011. IMI is a subsidiary of Ayala Corporation and a leading provider of electronics manufacturing services (EMS) and power semiconductor assembly and test services. EPIQ is an EMS provider that designs, produces and sells electronic and electro-mechanical systems and sub-systems. Partner Jan F Wrede led the transaction.

Clifford Chance has also advised Australian Mining Holdings (AMH) in respect of the sale of its interests in Syntech Resources to Yancoal Australia, a subsidiary of China’s Yanzhou Coal. The transaction closed on 1 August 2011. As part of the transaction, Goldman Sachs also sold its interests in Syntech Resources. The total consideration was A$202.5 million (US$218m). Syntech Resources is developing the Cameby Downs coal-mining project in the Surat Basin, Queensland, Australia. Partner Jason Mendens led the transaction.

Drew & Napier has advised Malacca Trust Ltd (Malacca Trust), an Indonesia based financial services provider, in respect of its IPO of 85 million shares raising a total of S$18.7 million (US$15.5m) on the sponsor-supervised listing SGX-Catalist platform of the SGX-ST. Malacca Trust’s subsidiaries include PT Batavia Prosperindo Finance Tbk which is listed on the IDX. Director Marcus Chow led the transaction.

Gilbert + Tobin has advised a syndicate of five banks in respect of the A$530 million (US$571m) refinancing of debt facilities originally used by Hastings Funds Management and other investors to acquire the Cairns and Mackay airports in Queensland. The refinanced facilities will also be used to fund the ongoing capital expenditure and working capital requirements of the group. Partner John Schembri led the transaction.

HAS Advocates (formerly Hemant Sahai Associates) has advised ICICI Venture Funds Management Co Ltd and all the selling private equity funds (comprised of India Advantage Fund–I, Dynamic India Fund–I and Rainbow Trust Fund) in respect of the 100 per cent share sale of Finest Procuring Solutions Ltd which holds 100 per cent shareholding of global animal health company Bremer Pharma GmbH Germany. The transaction involves the transfer of the entire business of Bremer Pharma across India, Netherlands and Germany. The transaction was led by partner Aparajit Bhattacharya.

Hogan Lovells has acted as international counsel to Gulf International Bank BSC, as sole booker runner and joint lead manager, in respect of a US$215 million sukuk issuance due July 2016 for Qatar’s Almana Group WLL (Almana). Barwa Bank QSC, the International Bank of Qatar QSC and Qatar Islamic Bank SAQ also acted as joint lead managers for the issuance. The sukuk is due to be listed on the LSE and marks the first re-financing of a Qatari corporate sukuk using a voluntary early redemption which required the consent of holders of Almana’s first sukuk. Global head of Islamic finance Rahail Ali and partner Imran Mufti led the transaction.

JSA has advised CoreLogic in respect of the acquisition by Cognizant of 100 per cent of the shares of CoreLogic India (held by two CoreLogic US entities) for US$50 million, subject to certain working capital adjustments to be effected at closing. Partners Vivek Chandy, Akshay Chudasama and Raj Ramachandran led the transaction.

JSA has also advised Ground Truth in respect of a Delaware merger, upon completion of which shareholders of Umber Inc would become shareholders of Ground Truth for a consideration of US$ 13 million in Ground Truth stock. Partners Vivek Chandy and Raj Ramachandran led the transaction.

Khaitan & Co has advised private equity fund Sentica Partners Oy Finland in respect of the acquisition of 67 per cent stake in Citec Information Oy Ab Finland and Citec Engineering Oy Ab Finland (collectively ‘Citec’). Citec provides multi-discipline technical solutions and project services for the power, civil, rail vehicles and process industries. Citec also offers a wide range of services and solutions related to technical communication. Partner Haigreve Khaitan led the transaction.

Khaitan & Co has also advised alternative asset management and financial services company The Blackstone Group in respect of an approximately US$51 million investment to acquire approximately 12 per cent stake in private company Jagran Media Network Investment Private Ltd, the holding company of listed company Jagran Prakashan Ltd which is engaged in print media, advertising and promotional business activities. Partners Rabindra Jhunjhunwala and Rajat Mukherjee led the transaction.

Majmudar & Co has acted as Indian legal and tax counsel to KPMG LLP USA and KPMG LLP UK in respect of their joint venture with KPMG India to establish KPMG Global Services Private Ltd. The JV entity will be engaged in rendering various business services to KPMG entities worldwide. Partner Akil Hirani led the transaction.

Mori Hamada & Matsumoto is advising Proto Corporation in respect of its agreement to acquire MTM Multimedia Sdn Bhd, the Malaysia based publisher of used car magazines, for a consideration of MYR109.67 million (US$ 37.14m). MTM Multimedia reported revenues and EBIT of MYR22 million (US$7.24m) and MYR0.12 million (US$ 0.04m), respectively for the year ended 2010. Partner Katsumasa Suzuki led the transaction which is yet to be completed.

Mori Hamada & Matsumoto is also advising Sanyo Electric Co Ltd in respect of the proposed sale of its refrigerator and washing machine businesses in Japan and Southeast Asia to China-based Haier Group. The estimated deal value is reportedly around JPY10 billion (US$128m), with the transactions scheduled for completion during fiscal year 2011. Three companies in Japan will be involved in the deal, including Sanyo washing machine unit Sanyo Aqua and Haier Sanyo Electric, a 60-40 joint venture between Haier and Sanyo that develops refrigerators. In Southeast Asia, Sanyo will sell its shares in subsidiaries in Indonesia, the Philippines, Vietnam and other countries. Partner Katsumasa Suzuki also led the transaction which is yet to be completed.

Morrison & Foerster has acted as Hong Kong and US laws counsel for China International Capital Corp (CICC) and CITIC Securities as joint H-share underwriters in respect of the A+H share rights issue of China CITIC Bank Corporation Ltd. China CITIC Bank Corporation Ltd raised approximately US$4 billion from the A+H share rights issue. China CITIC Bank Corporation Ltd is China’s seventh-largest lender in terms of total assets, and its largest shareholder is China’s largest financial conglomerate, CITIC Group. Partner Charles Chau led the transaction whilst Commerce & Finance advised on PRC law.

Shook Lin & Bok’s Singapore office has acted for Mencast Holdings Ltd in respect of its acquisition of Top Great Engineering & Marine Pte Ltd for approximately S$24 million (US$20m). Partner Wong Gang led the transaction.

SSEK has acted as Indonesian counsel for KT&G, South Korea’s largest tobacco manufacturer, in respect of its purchase of a majority stake in Trisakti Group, the sixth largest tobacco company in Indonesia. The total transaction price is approximately US$132.6 million. Partner Ira A Eddymurthy led the transaction.

Stamford Law has advised in respect of the proposed S$219 million (US$181.7m) acquisition and takeover of C&O Pharmaceutical Technology (Holdings) Ltd, a company engaged in R&D, manufacturing, import and distribution of pharmaceutical products in China. The acquisition, which involved a direct purchase of shares from the single largest shareholder as well as a mandatory general offer, is proposed to be made by Shionogi & Co Ltd, a Japanese pharmaceutical manufacturer with a market capitalisation of approximately US$6 billion. Partner Ng Joo Khin led the transaction.

Stephenson Harwood has acted in respect of a landmark joint-venture deal between All Nippon Airways (ANA) and AirAsia to start a new carrier in Japan. The deal represents cooperation between two of Asia’s largest carriers – ANA is Japan’s largest carrier and AirAsia is Asia’s largest low-cost carrier. The venture will operate under the AirAsia brand and will be based out of Tokyo’s Narita International Airport, with plans to expand the fleet to almost 40 aircraft within the first five years. Paul Ng led the transaction whilst Masayo Hirano and Kunio Namekata of TMI in Tokyo provided Japan law advice.

WongPartnership has acted for PT Cipta Kridatama (PT CK) in respect of the grant of US$115 million club facilities from Oversea-Chinese Banking Corporation Ltd, PT ANZ Panin Bank, PT Bank OCBC NISP Tbk, Standard Chartered Bank Jakarta Branch and The Royal Bank of Scotland NV Singapore Branch, which will be used by PT CK to, inter alia, refinance certain of its existing loans and fund its capital expenditure. Partner Susan Wong acted on the matter.