Deals – 5 August 2010

Allens Arthur Robinson has acted for Telecom New Zealand (Telecom NZ) in respect of the sale of its Australian subsidiary AAPT Limited’s (AAPT) consumer division, and the sale of its stake in iiNet Limited (iiNet). The transaction includes a binding agreement with iiNet valued at A$60 million (US$55m), under which AAPT will sell its consumer division to iiNet, whilst in an additional transaction, Telecom NZ has sold its 18.2 percent stake in iiNet to institutional and sophisticated investors for approximately A$70 million (US$64m). Partner Ian McGill led the transaction. Middletons acted for iiNet.

Allens Arthur Robinson has also acted for Rio Tinto in respect of its agreement with Chalco, a subsidiary of Rio Tinto’s largest shareholder, Chinalco, in relation to the Simandou iron ore project joint venture. The JV agreement will cover the development and operation of the Simandou iron ore project in Guinea, including the planning, construction and management of the mine and associated rail and port infrastructure. Chalco will earn an effective 44.6 percent interest in the project, which is considered to be perhaps the best undeveloped iron ore prospect in the world, by sole funding expenditure of US$1.35 billion. Partner Scott Langford led the transaction, whilst Linklaters acted as UK and US advisers to Rio Tinto. Baker & McKenzie acted for Chinalco.

AZB & Partners has advised Muthoot Finance Limited (MFL) in respect of an issue of equity shares, representing approximately 4 percent of the capital of MFL, to Baring India Private Equity Fund III Limited and Matrix Partners India Investments LLC. The transaction, which was completed on 22 July 2010, was valued at approximately US$35 million. Partner Srinath Dasari acted on the matter.

Baker & McKenzie has acted for Rey Resources Limited (Rey) in respect of its successful takeover defence of hostile takeover bids by Gujarat NRE Minerals Limited and Crosby Capital Limited. The matter was particularly interesting due to the interplay between Rey’s need to raise capital whilst subject to a hostile takeover bid, and the Takeovers Panel proceedings were successfully overcome by Rey following the Panel accepting certain undertakings. This matter was also unusual because the takeover offer remained open for approximately one year. Partners Richard Lustig and John Mollard led the firm’s advisory team. Steinepreis Paganin acted for Gujarat whilst Freehills acted for Crosby Capital.

Baker & McKenzie has also acted for Elph Pty Ltd (Elph) in respect of its A$30 million (US$27.4m) investment in Coote Industrial Limited (Coote), Elph’s investment, which increases its stake in Coote from 25 percent to 44 percent, was undertaken by way of a partial takeover offer to Coote shareholders and by Elph underwriting an entitlement offer by Coote. Elph also provided Coote with a bridging loan facility. Partners Richard Lustig and Simon de Young led the firm’s advisory team. Cochrane Lishman Carson Luscombe and Gresham acted for Coote.

Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised Kirin Holdings Company Limited (Kirin) in respect of a share purchase agreement with Seletar Investments Pte Ltd, a wholly-owned subsidiary of Temasek Holdings Pte Ltd (Temasek). The agreement involved the acquisition of Temasek’s entire stake of 205.5 million shares (approximately 14.7 percent of total shares outstanding) in Fraser and Neave Limited, a leading food and beverage company in Malaysia and Singapore. The total acquisition value of the transaction, which was completed on 29 July 2010, will amount to SG$1.34 billion (US$991m), which Kirin will fund through existing cash on hand and borrowings. A team from Allen & Gledhill LLP led by partners Lim Mei and Lee Kee Yeng advised Seletar.

Clayton Utz has advised leading Brazilian integrated steel manufacturer Companhia Siderurgica Nacional (CSN) in respect of the rights offer and placement by Australian-listed Riversdale Mining (Riversdale), in which CSN is a cornerstone investor. Under Riversdale’s fully underwritten A$337 million (US$308m) capital raising, CSN has subscribed to shares valued at approximately A$52.6 million (US$48m). National M&A practice head John Elliott led the transaction.

Clifford Chance has advised HKSE-listed company China Agri-Industries Holdings Limited (China Agri), one of the leading integrated producers and marketers of processed agricultural products in China, in respect of its international offering of convertible bonds and share placement. The deal comprised the issue of approximately HK$3.9 million (US$0.5m) 1 percent guaranteed convertible bonds (inclusive of an option to issue a further HK$775 million (US$100m) convertible bonds which was exercised immediately by the joint bookrunners and joint lead managers) due to mature in 2015, and a placing of 178 million shares. The convertible bonds, listed on the SGX, were issued by Glory River Holdings Limited, a wholly-owned subsidiary of China Agri. The firm’s advisory team included partners Connie Heng and Amy Lo. The firm was also appointed as Singapore listing agent for the listing of the convertible bonds, led by partner Joan Janssen.

Davis Polk & Wardwell LLP has advised Credit Suisse (Singapore) Limited and Deutsche Bank AG Singapore Branch as the initial purchasers in respect of the Rule 144A/Reg S global offering by Berau Capital Resources Pte Ltd, a wholly-owned subsidiary of PT Berau Coal Energy Tbk, of US$100 million aggregate principal amount of its 12.5 percent guaranteed senior secured high-yield notes due 2015. The notes were a reopening of, and form a single series with, the US$350 million aggregate principal amount of notes issued on July 8, 2010. Berau Coal Energy is a holding company that indirectly owns 90 percent of PT Berau Coal, the fifth-largest coal producer in Indonesia in terms of production volume. The firm’s corporate team was led by partners William F Barron and John D Paton.

Khaitan & Co has advised Edelweiss Capital Limited in respect of the open offer triggered by the acquisition of shares of Maytas Infra Limited (MIL) – an infrastructure development, construction and project management company – by SBG Projects Investments Limited, Republic of Mauritius (SBG), by way of preferential allotment. SBG is an investment holding company promoted by Skylight Investments (Mauritius) Limited and belongs to the Saudi Binladin Group Limited, which is a multinational construction conglomerate. The total amount raised through the open offer is approximately US$129 million. Mumbai partner Arindam Ghosh led the transaction.

Khaitan & Co has also advised Lilliput Kidswear Limited New Delhi (Lilliput), a leading manufacturer and exporter of kids’ wear, in respect of the private equity investment by US-based PE investors Bain Capital LLC and TPG Inc. The total investment made by the PE investors is US$86 million. Delhi partner Sharad Vaid led the transaction.

Latham & Watkins has represented Allyes Online Media Holdings Limited (Allyes) in respect of the sale of a majority interest in the company to Silver Lake – a global leader in private investments in technology and technology-enabled industries – by Focus Media Holding Limited (Focus Media), a leading digital media group in China. Allyes provides online advertising agency services, advertising networks, performance marketing, advertising technology solutions and online market research through its digital marketing platform to global brands. Hong Kong corporate partner David Zhang led the firm’s team in advising on the transaction, which was valued at US$124 million.

Mallesons Stephen Jaques has acted for the Merivale group in respect of the refinancing of its entire business operations. The Merivale group is the Hemmes family business that owns various hotels and restaurants including The IVY and Establishment. Banking and finance partner Richard Hayes led the firm’s advisory team. The banks involved in the refinancing are CBA and St George, who were represented by Gadens partner Mark Skinner.

Maples and Calder has acted as British Virgin Islands counsel to Sino-Ocean Land Capital Finance Limited (Sino Ocean), a BVI subsidiary of Sino-Ocean Land Holdings, in respect of its US$900 million issue of perpetual subordinated convertible securities, to be listed on the SGX. Sino-Ocean is a leading real estate developer in Beijing and other major cities in China. Proceeds of the issue will be used to finance new and existing projects and for general corporate purposes. BOCI Asia Limited, JP Morgan Securities and Macquarie Capital Securities acted as joint lead managers. Partner Greg Knowles led the transaction, whilst Paul Hastings advised Sino-Ocean as international counsel. Linklaters and Jingtian & Gongcheng advised the joint lead managers as UK/US and PRC counsel, respectively.

Milbank, Tweed, Hadley & McCloy LLP has represented an ad hoc committee of institutional noteholders in respect of the successful debt restructuring by Chinese oil storage and shipyard operator Titan Petrochemicals Group Limited (Titan). The transaction, completed last week, marks the first successful out-of-court restructuring of widely held Chinese high yield notes. Titan offered to exchange all US$315 million of its outstanding 8.5 percent senior notes due 2012 for a combination of new convertible notes due 2015, PIK notes due 2015 and cash. The majority of the cash consideration was funded by a new equity investor. The ad hoc group of shareholders included larger institutional noteholders who, at their peak, collectively accounted for about US$120 million principal amount of notes. The co-dealer managers for the exchange offer were Goldman Sachs (Asia) LLC and ING. Hong Kong-based partner Joshua M. Zimmerman led the firm’s advisory team.

Mori Hamada & Matsumoto is advising SANYO Electric Co Ltd (Sanyo) in respect of the tender offer for its shares by Panasonic Corporation (Panasonic), which was announced on 29 July 2010. Panasonic aims to acquire 100 percent of the shares of Sanyo via the tender offer for the purpose of management integration. The total purchase price will be approximately US$4.9 billion. Partners Satoshi Kawai and Katsumasa Suzuki are leading the transaction.

Paul, Hastings, Janofsky & Walker LLP has represented two major Chinese state-owned enterprises – China National Native Produce & Animal By-Products Import & Export Co (Tuhsu) and its corporate parent, China National Cereals, Oils & Foodstuffs Import & Export Co (COFCO) – in respect of securing an appellate victory before the Pennsylvania Superior Court. The verdict marks the conclusion of long-running enforcement proceedings related to a fifteen year old product liability case brought in a Pennsylvania state court wherein the plaintiff initially obtained a multi-million dollar judgment against Tuhsu. The case against Tuhsu was eventually dismissed. James Berger from the firm’s New York office led the firm’s advisory team.

Stamford Law Corporation is advising Galaxy NewSpring Pte Ltd (Galaxy), a special purpose vehicle jointly owned by Hyflux Ltd (Hyflux) and Mitsui & Co Ltd (Mitsui), in respect of the delisting of Hyflux Water Trust (HWT) from the SGX-ST and the exit offer for HWT at S$0.78 per HWT unit. Galaxy, which is a 50-50 joint venture company, serves as a vehicle for investing, developing and managing projects in the PRC water sector. Hyflux is listed on the SGX-ST, with a market capitalisation of approximately S$1.8 billion (US$1.3b). Mitsui is one of the world’s most diversified and comprehensive trading, investment and services enterprises. The exit offer price represents the highest price for the units in the last two years and a premium of about 17 percent over the volume-weighted average price of the units for the last month. Directors Lee Suet Fern, Lean Min-Tze and Bernard Lui lead the firm’s advisory team.

Stamford Law Corporation has also advised UK-based Global Invacom Holdings Limited (Global Invacom) in respect of the purchase of approximately 52.41 percent of the total issued shares in the capital of Radiance Group Limited (Radiance) from Thumb (China) Holdings Group Limited (In Liquidation) (Thumb (China) Holdings) and Hamish Christie, Cosimo Borrelli and Christopher Stride, as the joint and several liquidators of Thumb (China) Holdings. The acquisition was completed on 30 July 2010 for a cash consideration of approximately S$10.53 million (US$7.8m). Following the acquisition, Global Invacom has announced that it will make a mandatory unconditional cash offer for all the shares of Radiance other than those already owned, controlled or agreed to be acquired by Global Invacom, The Pacific Trust or any party acting in concert with it. Director Yap Lian Seng led the Stamford team.

WongPartnership LLP has acted for UOL Group Limited in respect of the establishment of its S$1 billion (US$740m) multicurrency medium term note (MTN) programme. The programme was arranged by DBS Bank and United Overseas Bank. Partner Hui Choon Yuen acted on the matter.

WongPartnership LLP has also acted for Prime Asset Holdings Limited and affiliated companies – all part of the Lend Lease group, a major Australia-based property development group – in relation to a S$360 million (US$266m) refinancing relating to Parkway Parade Shopping Centre in Singapore. Partners Alvin Chia and Carol Anne Tan acted on the matter.