Deals – 4 November 2011

Allen & Gledhill has also advised PST Management Pte Ltd, as trustee manager of Pacific Shipping Trust (PST), in respect of Pacific International Lines (Private) Ltd’s (PIL) proposal of voluntary delisting of PST from the SGX-ST. Under the delisting proposal, DBS Bank Ltd, for and on behalf of PIL, will make a cash offer to acquire all the issued units of PST, other than those held directly or indirectly by PIL, at US$0.43 each. The value of the transaction is approximately US$103 million. Partners Andrew M Lim and Lee Kee Yeng led the transaction.

Appleby has acted as Cayman counsel for Softbank Corporation in respect of the settlement of a dispute between Softtbank Corporation, Yahoo! Inc and the founder shareholders of the Alibaba Group over Alipay.com Co Ltd (“Alipay”), an electronic payment system in China. The transfer of Alipay outside of Alibaba Group to a company controlled by Alibaba founder and CEO Jack Ma was to ensure Alipay complied with Chinese regulations of restricting foreign companies’ ownership of e-payment corporations. Under the agreement, Alibaba Group will receive between US$2 billion to US$6 billion from any future IPO or sale of Alipay while continuing to participate in Alipay’s future financial performance. In addition, Alipay will continue to provide payment processing services to Alibaba Group and its subsidiaries. Partners Jeffrey Kirk, Judy Lee, Stephen James and Andrew Bolton led the transaction.

Fangda is representing Bain Capital in respect of a leverage buy-out transaction whereby Bain Capital will acquire a controlling stake in China Fire & Security Group Inc, a NASDAQ company which will be de-listed following completion of the transaction. Partner Zhou Chuanjie is leading the transaction.

Fangda is representing ABB in respect of its strategic joint venture with Nanjing SAC Automation Co Ltd, an A share listed company, and related asset acquisitions. Partner Zhou Chuanjie is leading the transaction.

Jones Day has acted as international counsel to the underwriters in respect of the US$345 million equity shares rights offering, pursuant to Rule 144A and Regulation S, by Bajaj Hindusthan underwritten by SBI Capital Markets, IDBI Capital Services and PNB Investment Services. The transaction closed on 1 November 2011. Bajaj Hindusthan is the largest sugar manufacturer and one of the largest industrial alcohol producers in India. Partner Manoj Bhargava led the transaction whilst Khaitan & Co acted as domestic counsel.

Khaitan & Co has advised Hitachi Ltd (Japan) and Hitachi India Pvt Ltd in respect of the acquisition of a majority stake in Hi-Rel Electronics Private Ltd for US$30 million. Hitachi Ltd, headquartered in Tokyo, Japan, is a leading global electronics company with approximately 360,000 employees worldwide. Executive director Daksha Baxi and partners Vaishali Sharma and Zakir Merchant led the transaction.

Khaitan & Co has advised Hindusthan National Glass & Industries Ltd (HNGIL) in respect of the US$40 million term loan facility availed from DBS Bank Ltd Singapore for financing of capital expenditure requirements. HNGIL is the largest container glass packaging solutions provider in India occupying nearly 55 per cent market share. Partner Devidas Banerji led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Global Funds Trust Company, a Cayman Islands licensed trust company and a wholly owned subsidiary of Nomura Bank (Luxembourg) SA, in respect of the launch of Nomura Select Series Trust – Nomura Global Quartet 1107, a new series trust of Nomura Select Series Trust. The fund will be offered to the public in Japan and its investment objective is to seek absolute returns primarily (but not exclusively) through gaining exposure to managed accounts of one or more managed account platforms. As at launch, subscriptions totalling approximately US$103 million were received. Partner Spencer Privett led the transaction whilst Anderson Mori & Tomotsune provided Japanese legal advice.

Maples and Calder has acted as BVI counsel to Cheung Kong Bond Securities Ltd (CKBS) in respect of its issuance of S$230 million (US$184m) 5.125 per cent guaranteed senior perpetual securities which are listed on the SGX. The securities are guaranteed by Cheung Kong (Holdings) Ltd, one of the largest developers of residential, commercial and industrial properties in Hong Kong. The transaction is a re-tap for the S$500 million (US$392m) 5.125 per cent guaranteed senior perpetual securities issued by CKBS on 9 September 2011. DBS Bank Ltd acted as the global coordinator. Partner Christine Chang led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Shaw Kwei & Partners Ltd (SKP) in respect of the formal proposal by Yongle Tape Ltd (Yongle) to seek CHT (Holdings) Ltd’s (CHT) voluntary de-listing from the SGX. YongLe is a wholly-owned subsidiary of Harborside Capital Ltd, which in turn is a wholly-owned subsidiary of SKP. YongLe intends to make an exit offer to acquire all the issued ordinary shares in the capital of CHT. Partner Jeanette Chan led the transaction.

Rajah & Tann is advising Pickard Enterprises Ltd (Pickard), Ember Vision Ltd and Marble Focus Ltd in respect of Pickard’s exit offer to acquire all the issued ordinary shares in the capital of CentraLand Ltd (CentraLand), other than those already owned, controlled or agreed to be acquired by Pickard and parties acting in concert with it in connection with the proposed voluntary delisting of CentraLand from the SGX-ST. The exit offer is valued at approximately S$138.4 million (US$108.5m) and CentraLand is valued at S$738 million (US$579m). Partners Howard Cheam and Soh Chai Lih are leading the transaction whilst Conyers Dill & Pearman is acting as special legal adviser to Pickard, Ember Vision Ltd and Marble Focus Ltd on Bermuda and BVI laws. Wong & Leow advised CentraLand Ltd.

Rajah & Tann has also advised HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of SGX-ST listed AIMS AMP Capital Industrial REIT, in respect of its S$16.438 million (US$12.9m) sale of property located at 31 Admiralty Road Singapore. Partner Chia Kim Huat led the transaction which is expected to be completed on January 2012. WongPartnership acted for AIMS AMP Capital Industrial REIT Management Ltd, as manager of AIMS AMP Capital Industrial REIT.

Shook Lin & Bok’s Singapore office has acted for Serial System Ltd, an electronic component distributor in Singapore, in respect of the offering and listing of Taiwan Depository Receipts on the Taiwan Stock Exchange to raise gross proceeds of approximately NT$353 million (US$11.7m). Partners Robson Lee and Andrea Chee led the transaction.

WongPartnership has acted for KT&G Corporation, the largest cigarette manufacturer in South Korea, in respect of its US$77.7 million acquisition of a 51 per cent stake in PT Trisakti Purwosari Makmur, a leading Indonesia-based manufacturer of cigarettes, via acquisition of all the interest in a Singapore subsidiary. Partner Ong Sin Wei acted on the matter.

WongPartnership has also acted for WestLB AG and ABN AMRO Bank NV, as arrangers, in respect of a commodity trade finance transaction involving a US$200 million (with a greenshoe option of US$150 million) borrowing base facility granted to AAA Oils & Fats Pte Ltd, a unit of the APICAL Group. Partner Alvin Chia acted on the matter.