Deals – 4 March 2010

Allen & Gledhill LLP has also advised Singapore Press Holdings Limited in respect of its first issuance – of S$600 million (US$427.8m) 2.81 percent notes due 2015 – under its S$1 billion Multicurrency Medium Term Note Programme. Partner Margaret Chin Siew Hoong again led the transaction, with partners Tan Tze Gay and Glenn David Foo Chuen-Shao advising Oversea-Chinese Banking Corporation Limited as dealer in the transaction.

Appleby has acted as BVI counsel to Sino-Forest Corporation (Sino-Forest) in respect of its acquisition of the forestry-owning Mandra Forestry Holdings Limited (Mandra). Listed on the Toronto Stock Exchange, Sino-Forest is a leading commercial forest plantation operator in China, and the acquisition of Mandra strengthens the position of the company by extending their geographical reach eastward and immediately adding 155,600 hectares of trees to their portfolio. The firm also acted as BVI and Cayman counsel to Sino-Forest’s group of companies in the related financing of more than US$187 million in connection with a related notes issue and exchange offer. Under the terms of the financing, Sino-Forest completed an exchange with the holders of 99.7 percent of the US$194.5 million 12 percent guaranteed senior notes due 2013 and 96.7 percent of warrants, both issued by Mandra, for new guaranteed senior notes issued by Sino-Forest amounting to approximately US$187 million. Hong Kong-based corporate partner Frances Woo led the firm’s advisory team.

AZB & Partners has advised UTV Software Communications Limited (UTV Software) in the acquisition, through a court approved scheme of arrangement, of the business and undertaking of UMP Plc (UMP). Seventy seven percent of the shares of UMP, which were listed on the AIM segment of the London Stock Exchange, are owned by UTV Software, with the remaining 23 percent owned by public investors. Simultaneously with the acquisition, UTV Software issued shares to the public shareholders of UMP, UMP was dissolved without winding up, and UTV Software merged with UTV Motion Pictures (Mauritius) Limited, a UMP subsidiary. The arrangement, valued at approximately US$40 million, was sanctioned by the Bombay High Court in its order dated 8 January 2010. The shares of the off-shore companies were issued on 25 January 2010. Partner Shuva Mandal led the transaction.

AZB & Partners has also advised Developing World Markets (DWM) and SMILE Microfinance Limited (SMILE) in the approximate US$10 million investment by DMW to acquire a 67 percent share in SMILE, through subscription of equity shares of the company. The investment is subject to the completion of certain milestones by SMILE. Partners Vineetha MG, Ravi Prakash, and Suresh Varanasi led the advisory team.

AZB & Partners has advised Quippo Oil & Gas Infrastructure Limited (Quippo Oil) in providing a corporate guarantee amounting to approximately US$36 million for the second loan facility provided by the Singapore branch of Axis bank and ICICI Bank to Quippo Prakash Pte Ltd, a Singapore based company which is a wholly owned subsidiary of Quippo Oil. The firm’s transaction team was led by partner Hardeep Sachdeva.

AZB & Partners has advised Finnish Fund for Industrial Cooperation (FINNFUND) in connection with providing an €8 million (approx US$11m) loan to Ashley Alteams India Private Limited (Ashley Alteams), a joint venture between Ashok Leyland Limited and Finland-based Alteams Oy. Ashley Alteams manufactures cast light metal components for communication networks, transport, electronics, manufacturing and meditech industries. The agreement was signed in June 2009 with the first disbursement of €1 million (approx US$1.37m) made in December 2009. The balance of the loan is scheduled for release in 2010. Partner Anil Kasturi led the transaction.

AZB & Partners has advised Philippine-based Manila Water Company Inc in forming a joint venture with Jindal Water Infrastructure Limited for the development of water supply, wastewater services and other environmental services in the States of Rajasthan, Gujarat and Maharashtra. The transaction was announced both on the Indian and Philippine stock exchanges. Initial paid up capital for the JV company was approximately US$0.2 million. The firm’s advisory team was led by partners Bahram N Vakil and Kalpana Merchant.

Finally, AZB & Partners is advising American Tower Corporation in its acquisition of 100 percent of the equity shares of Essar Telecom Infrastructure Private Limited. The transaction, valued at approximately US$450 million, was signed on 24 February 2010 and has yet to be closed, subject to precedent conditions. Partners Percival Billimoria and Essaji Vahanvati led the firm’s advisory team.

Baker & McKenzie has advised CapitaLand China (RE) Holdings Co Ltd (CapitaLand) in its US$2.2 billion acquisition of the entire 100 percent interest in Orient Overseas Developments Limited (OODL) from Orient Overseas International Limited, a Hong Kong based investment holding company. OODL is a property investment holding company focusing on property development and investment in the PRC. The transaction, which was completed on 10 February 2010, effectively doubled CapitaLand’s property portfolio in the PRC. The firm’s advisory team was led by corporate partner Jason Ng and real estate partner Edmond Chan.

Davis Polk & Wardwell LLP has advised Barclays Bank PLC, Nomura International plc and Standard Chartered Bank as initial purchasers in respect of the US$350 million Rule 144A/Regulation S offering by Star Energy Geothermal (Wayang Windu) Limited (Star Energy) of its 11.5 percent secured high-yield notes due 2015. The BVI-incorporated Star Energy owns and operates one of Indonesia’s largest geothermal power plants with gross installed generation capacity of 227MW. The firm’s advisory team was led by partners William F Barron and John D Paton. Hadiputranto, Hadinoto & Partners advised as to Indonesian law whilst Linklaters Allen & Gledhill Pte Ltd advised the initial purchasers as to English and Singaporean law. Star Energy was advised by Clifford Chanceas to US and English law, by Assegaf Hamzah & Partners as to Indonesian law, and by Conyers, Dill & Pearman as to BVI law.

Dewey & LeBoeuf has represented Copenhagen-based Photonic Energy A/S in respect of the settlement of a joint venture and commercial disputes relating to OEM (original equipment manufacturer) contracts for solar modules. Photonic Energy A/S is the holding company for a group of solar companies active in China, Germany and Denmark. The firm also advised the company on the purchase of a 10 percent minority interest in a Hong Kong subsidiary set up between a subsidiary of Photonic Energy A/S and Centrosolar Group AG, a solar energy company listed on the Frankfurt market. The firm’s advisory team included partners Philipp von Ilberg (Frankfurt) and Heng Loong Cheong (Hong Kong).

DLA Piper has advised investment banks Roth Capital Partners LLC and Oppenheimer & Co Inc as underwriters and joint book runners in a US$69 million stock offering on the NASDAQ Global Select Market by Yongye International Inc (Yongye). Yongye, headquartered in Beijing, is engaged in the development, manufacturing, distribution and sales of fulvic acid based plant and animal nutrient products. The offering of 8 million shares of common stock was closed at US$7.50 per share on 22 December 2009 and the underwriters exercised their over-allotment option on 29 December 2009. The offering raised capital for the acquisition of lignite coal resources, construction of a new manufacturing facility and working capital. Hong Kong partner Gene Buttrill led the firm’s advisory team.

Gide Loyrette Nouel is advising STMicroelectronics (STM), one of the world’s leading electronics and semiconductor manufacturers, on the US$1.27 billion acquisition of Numonyx Holding BV (Numonyx) by Micron Technology Inc (Micron). Numonyx is STM’s flash memory joint venture with Intel Corporation (Intel) and Francisco Partners. STM, Intel, Francisco Partners and Numonyx have entered into an agreement with Micron wherein Micron will acquire Numonyx under a share swap deal. The transaction is subject to regulatory review and other customary closing conditions. The firm’s advisory team was led by partner Warren Hua.

Gilbert + Tobin has advised the New South Wales (NSW) government in the transfer of NSW Lotteries Corporation to Tatts Group Limited with a grant for a new, 40 year exclusive licence to operate public lotteries in its state. The transaction is projected to deliver taxpayers total proceeds of approximately A$1.01 billion (US$911m).

HopgoodGanim Lawyers has advised ASX-listed Norton Gold Fields (NGF) on the private placement of approximately 80 million shares to Hong Kong company China Precious Metal Resources Holdings (CPM). The placement, at A$0.25 cents per share, equals approximately 14.6 percent of the Australian gold producer’s capital. The placement raised just under A$20 million (US$18m) before costs. Partner Michele Muscillo led the firm’s advisory team.

Hunton & Williams (Thailand) Limited has advised Thai National Power (TNP), a subsidiary of UK-listed International Power pcl, in the project development and financing of a new 110MW gas-fired cogeneration project in Thailand. The financing included 5 billion Baht (US$150m) in new financing with Bank of Ayudhya and Kasikorn Bank. The financing was implemented as part of a re-leveraging of TNP’s financing for its existing gas-fired co-generation and generation facilities which have a combined capacity of 145MW. The firm’s advisory team was led by partner Stephen Bennett.

JSM has represented the majority owners in a successful application at the Lands Tribunal for an order for compulsory sale of several lots in Upper Kai Yuen Lane, North Point, Hong Kong. At a public auction held on 25th February 2010, the JSM client was the successful bidder of the land at the price of HK$709 million (approx US$91.3m). The firm’s team was led by F K Au.

Kim & Chang has advised a Panamanian corporation incorporated by Mitsubishi Corporation in respect of a ship financing transaction for the purchase of one 180,000 DWT (dead weight tonnage) Motor Bulk Carrier. The vessel was purchased with the proceeds from a JPY 5 billion (US$56.4m) loan facility from the Panamanian corporation and a US$28 million advance charter hire from Hyundai Merchant Marine Co Ltd. The firm’s advisory team included SM Park, JA Myung and CH Ahn.

Latham & Watkins has advised JCY International Berhad, a Malaysian hard-disk drive mechanical components manufacturer, in respect of its Regulation S and Rule 144A IPO of shares, valued at approximately US$207 million, on the Bursa Malaysia. The underwriters for the transaction were CIMB Investment Bank Berhad, UBS AG (Hong Kong Branch) and UBS Securities Malaysia Sdn Bhd. The firm also advised YKY Investments Ltd, the selling shareholder in the transaction. Singapore partner Michael Sturrock led the firm’s advisory team.

Luthra & Luthra Law Offices has advised Abbott Laboratories in a €4.5 billion (US$6.2 billion) acquisition of Belgium-based Solvay Pharmaceuticals. The deal provides Abbott with a large and complementary portfolio of pharmaceutical products and expands its presence in key global emerging markets. The firm’s advisory team was led by senior partner Mohit Saraf and partners Sundeep Dudeja and Aniket Sengupta.

Milbank, Tweed, Hadley & McCloy has represented GNPower Mariveles Coal Plant Ltd Co (GNPower), as the project company and borrower, in what has been described as the largest Philippine “greenfield” power project financing in over a decade. The GNPower Project involves the development and financing of a 2 x 300 MW coal-fired power project, including a private port and associated facilities in Barangay Alas-asin (Municipality of Mariveles, Province of Bataan) in the Philippines. The project is being designed and constructed by China National Electric Equipment Corporation, one of the leading power plant contractors in China, on a turnkey basis and is receiving buyer credit financing from China Development Bank Corporation. Banco de Oro Unibank is leading a syndicate of local banks also providing construction and term debt financing. The firm’s advisory team was led by partner Gary Wigmore.

O’Melveny & Myers has advised UBS Securities LLC and Piper Jaffray & Co, as joint book-running managers, in the US$66 million follow-on public offering of Sinovac Biotech Ltd (Sinovac), a China-based manufacturer of vaccines that protect against infectious diseases. Sinovac offered 11.5 million common shares at US$5.75 per share, including 1.5 million common shares sold when the underwriters exercised their over-allotment option in full. The firm’s advisory team was led by Beijing partner David Roberts.

Stamford Law Corporation has advised Singapore Exchange Main Board-listed Hongguo International Holdings Limited (Hongguo) in the S$175 million (US$124m) voluntary conditional cash offer by Info Giant Investments Limited (Info Giant) for all the issued and paid up ordinary shares in the capital of Hongguo. Info Giant proposed the cash offer with the intention of delisting and privatizing Hongguo, an investment holding company which designs, produces and retails premium fashion footwear in the PRC through its subsidiaries. Info Giant, an investment holding company incorporated in the British Virgin Islands, is owned by certain directors of Hongguo. Director Bernard Lui led the team in this transaction.

WongPartnership LLP has advised Brilliant Technology Limited (Brilliant Tech) in the proposed voluntary delisting of Keda Communications Ltd (Keda) from the Singapore Exchange. Brilliant Tech offered to acquire all the issued ordinary shares in the share capital of Keda, other than those already owned, controlled or agreed to be acquired by Brilliant Tech and parties acting in concert with it. Partner Chan Sing Yee led the transaction.

WongPartnership LLP has also advised NTUC FairPrice Co-operative Ltd in a joint venture agreement with Frasers Centrepoint Limited to place a bid of S$126.33 million (US$90m) for a 1.56-hectare site which is occupied by the three-storey Ten Mile Junction, a development comprising of commercial space and an LRT station. Partners Vivien Yui, Angela Lim and Tan Kay Kheng led the transaction.

In addition, WongPartnership LLP has advised CTP Holdings Pte Ltd, a company which is majority held by the Cargill Group, in the sale of 80 percent of the shares in CTP (PNG) Limited to New Britain Palm Oil Limited for US$175 million plus adjustments. Partners Ng Wai King, Mark Choy and Kenneth Leong led the transaction.

Finally, WongPartnership LLP has advised Keppel Corporation Limited in relation to its sale of 10 percent of the share capital of Singapore Tianjin Eco-City Investment Holdings Pte Ltd (STEC), and the transfer and assignment of a proportion of the shareholders’ loans to SingBridge International Singapore Pte Ltd, a wholly-owned subsidiary of Temasek Holdings (Private) Limited, as the new investor in STEC. Partner Low Kah Keong led the transaction.