Deals – 5 December 2013

Allen & Gledhill has also advised IntercontinentalExchange Group Inc (ICE), the leading global network of exchanges and clearing houses, in respect of the acquisition of 100 percent of Singapore Mercantile Exchange Pte Ltd (SMX) in an all-cash transaction. SMX is regulated by the Monetary Authority of Singapore. The acquisition will add to ICE’s current network of markets and clearing houses in the US, Canada, Brazil, UK and continental Europe. Partners Tan Su May, Francis Mok and Sunit Chhabra led the transaction.

Allens has advised the New Zealand Government in respect of the sale of a 20 percent stake in Air New Zealand for NZ$365 million (U$300.64m). The Air New Zealand sale forms part of the NZ Government’s mixed ownership model share offer programme, which has also included the IPOs of MightyRiver Power and Meridian Energy. Partner Robert Pick led the transaction.

Amarchand & Mangaldas has advised US private equity fund KKR in respect of its proposed investment in Hyderabad-based pharmaceuticals manufacturer, Gland Pharma Ltd, in what is considered to be one of the largest private equity investments in the pharmaceuticals sector in India. The investment is proposed through a combination of a preferential allotment by Gland Pharma and a simultaneous purchase by KKR of the entire stake held by EILSF Co-Invest I LLC, an affiliate of Evolvence India Life Sciences Fund. The closing of the transaction is conditional upon regulatory approvals and satisfaction of other customary conditions precedent. The agreements were signed on 27 November 2013 and closing is expected by 31 March 2014. Partners Cyril Shroff and Reeba Chacko, supported by partners Namrata Kolar and Nisha Kaur Uberoi, are leading the transaction whilst Simpson Thacher & Bartlett acted as foreign counsel. 

Amarchand & Mangaldas has also advised the Macquarie Group in respect of the sale of its 50 percent stake in Religare Macquarie Wealth Management Ltd, a joint venture company between Macquarie and Religare Enterprises Ltd, to Religare. The firm had also represented Macquarie when the JV was set up in 2007-2008. Partners Ashwath Rau and Aysswarya Murthi led the transaction which was signed on 29 August 2013 and closed on 26 November 2013. Religare Enterprises Ltd and Religare Securities Ltd were advised by Vaish Associates Mumbai.

Appleby has acted as Cayman counsel for Cayman company PW Medtech Group Ltd in respect of its listing on the HKSE on 8 November 2013, with net proceeds of approximately HK$1.4 billion (US$180.6m), including the proceeds from the over-allotment of shares. The offering was 19.33 times oversubscribed. PW Medtech will use the proceeds to purchase manufacturing equipment and complete the construction of its new manufacturing facilities for infusion sets and expand the production capacity of its orthopedic implant facilities in the PRC, to invest in research and development of new products and to implement the company’s expansion plans. Partner John Melia led the transaction whilst Chen & Associates and Wilson Sonsini Goodrich & Rosati advised as to Hong Kong and US law. Clifford Chance advised the underwriters as to Hong Kong and US law.

Appleby has also acted as Bermuda and BVI counsel to Credit Suisse AG Singapore Branch, as arranger and one of the purchasers of the bonds, in respect of a two-tranche (US$50 million and further US$70 million) convertible bond issuance by Bermuda-incorporated HKSE-listed Goldpoly New Energy Holdings Ltd. The bonds were guaranteed and secured by various Hong Kong and BVI subsidiaries of Goldpoly. The Goldpoly group is engaged in the investment, development and operation of solar power stations in the PRC. Partner Jeffrey Kirk led the transaction. Allen & Overy Hong Kong acted as onshore counsel to Credit Suisse and to the security trustee, The Bank of New York Mellon.

AZB & Partners has advised RMZ Corp in respect of the acquisition by Sealine Investment Company of equity shares in RMZ Infotech Private Ltd for approximately US$97.5 million. Partner Sai Krishna Bharathan led the transaction which was completed on 30 October 2013.

Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised a syndicate of lenders led by CIMB Bank Berhad Labuan Offshore Branch in respect of the £790.2 million (US$1.3b) long term development financing of the Battersea Power Station, an iconic decommissioned coal-fired power station along the River Thames in London. The proceeds of the financing will be used to develop the site, which includes construction of apartments, office buildings, hotels and other commercial outlets. Principal Emmanuel Hadjidakis led the transaction. Partner Mark Lim led Wong & Partners, Baker & McKenzie’s Malaysian member firm, as Malaysian counsel. Baker & McKenzie, led by partners Justin Salkeld, Mike Webster and Sally Hung, also advised on the transaction. Walkers advised the lenders as Jersey and BVI counsel. Norton Rose Fulbright acted for the borrowers and the sponsors.

Cheung & Lee, in association with Locke Lord (HK), has advised China Public Procurement (Hong Kong) Technology Company Ltd in respect of a secured loan granted to its subsidiary, Top Blast Ltd, by Equities First Holdings LLC. The aggregate amount of the secured loan transaction is up to US$75 million to be drawn down in a series of tranches. Partner Michael Fung, supported by partners Balbir Bindra and Matthew Wong, led the Locke Lord team. O’ Melveny& Myers and Ice Miller advised Equities First Holdings.

Clifford Chance has advised the joint lead managers and book-runners, composed of Hong Kong and Shanghai Banking Corporation, Standard Chartered Bank, Barclays, Bank of China (Hong Kong), ABC International, Bank of Communications Hong Kong Branch, CCB International Capital, ICBC (Asia) and ICBC International Securities, in respect of China Development Bank’s (CDB) RMB4.5 billion (US$738.4m) notes issuance. The original offering of RMB3 billion (US$492m) was increased to RMB4.5 billion (US$738.4m) due to strong investor demand. The deal included the issuance of three tranches of Reg S senior unsecured notes: a RMB1.9 billion (US$311.7m) two-year floating rate note, a RMB1.7 billion (US$279m) five-year 3.6 percent note and a RMB900 million (US$147.7m) 15-year 4.5 percent note. This is the first issuance from CDB’s recently established offshore RMB7 billion (US$1.15b) debt programme and is also the first launch by a Chinese financial institution of a dim sum bond this year. Partner Connie Heng led the transaction.

Clifford Chance has also advised Hengshi Mining Investments Ltd in respect of its approximately US$143 million global offering and listing on the HKSE. Hengshi Mining is an iron-ore mining and processing company based in Hebei Province, the province with the largest steel production and iron ore consumption in China. The company sold 375 million shares at HK$3.20 (US$0.41) each. Hengshi Mining started trading on 28 November 2013. Partner Jean Yu led the transaction, supported by Partners Tim Wang and Jean Thio.

DLA Piper has acted for OnCard International Ltd in respect of the signing of a binding sale and purchase agreement with Great Bless Enterprises Ltd to sell its 50 percent equity interest in its Sino-joint venture company Shanghai Smart Service Company Ltd (SmartPASS) for A$53.2 million (US$48.5m). SmartPASS operates principally in Shanghai and is the pre-eminent, independent, multi-merchant prepaid card company in China. The signing of the agreement is the fruition of OnCard’s determination to realise for its shareholders the full value created in the SmartPASS business. Since issuing its first prepaid card in November 2005, in excess of 34 million cards have been issued with cumulative sales exceeding A$2.84 billion (US$2.6b). As of end of October 2013, total float funds on hand exceeded A$355 million (US$324m). Partners Mark Burger and Kit Kwok led the transaction.

Gibson Dunn & Crutcher and A&M Law Offices are representing Prizm Payment Services Pvt Ltd and its promoters Winvest Holdings (India) Pvt Ltd in respect of Prizm’s acquisition by Tokyo Stock Exchange listed Hitachi Ltd. Prizm is a leading payment service provider to banks and financial institutions in India. Sequoia Capital, a US-based private equity and venture capital firm, and Axis Bank, a leading private sector bank in India, are among the other shareholders of Prizm involved in the transaction. Partner Jai Pathak is leading the transaction. Partner Sanjeev Adlakha is leading the A&M Law Offices team. Khaitan & Co, led by partner Zakir Merchant, advised Hitachi Ltd.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Visi Media Asia Tbk in respect of a US$230 million credit facility from Credit Suisse AG Singapore Branch which acted as the arranger, facility agent and security agent. The proceeds will be used for repayments and business expansion in Indonesia. Partner Rambun Tjajo led the transaction.

Herbert Smith Freehills has advised ICBC International Investment Management Ltd, the overseas investment arm of the Industrial and Commercial Bank of China Ltd (ICBC), in respect of its US$50 million acquisition of a 6 percent stake in Chinese shopping mall developer and operator SCP Company Ltd. SCP owns and manages 19 shopping malls under three shopping mall brands, namely Incity, SCP Plaza and One City. Concurrent to ICBC’s equity investment in SCP, global private equity firm Blackstone Group also made a US$400 million investment in SCP, which will hold assets totalling more than US$2 billion after the respective investments. Partners Matt Emsley and Alexander Aitken led the transaction.

Khaitan & Co has advised Mahindra Intertrade Ltd in respect of the joint venture with China Steel Global Trading Corporation Taiwan and Mitsui & Co (Asia Pacific) Pte Ltd Singapore for setting up an automotive steel service centre near Pune, India. Mahindra Intertrade is the pioneer in the steel processing space in India. Partner Vaishali Sharma led the transaction.

Latham & Watkins has advised Fosun International, an HKSE-listed affiliate of one of the largest private conglomerates in China, in respect of its HK$3.9 billion (US$503m) issuance of five-year convertible bonds due in 2018. UBS and Morgan Stanley were the joint global coordinators and joint book-runners on the offering. Partners Karen Yan, Eugene Lee and Michael Liu led the transaction.

Latham & Watkins is also advising SillaJen Inc, a Korean privately-held biotherapeutics and contract research company, in respect of its acquisition of San Francisco-based Jennerex Inc, a privately-held clinical-stage biotechnology company globally recognised as the leader in the development of best-in-class targeted oncolytic immunotherapies for solid tumors. The acquisition, subject to normal closing conditions and completion of financing by SillaJen, is expected to close in the first quarter of 2014. Including potential future milestone payments, total consideration for the all-cash transaction could reach approximately US$150 million. Following the acquisition, Jennerex will become a wholly-owned subsidiary of SillaJen, but will keep its name and remain headquartered in San Francisco. Partners Alan Mendelson and Luke Bergstrom are leading the transaction. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian is advising Jennerex.

Nishith Desai Associates has acted as sole Indian counsel for Osaka Gas Chemicals Co Ltd in respect of its agreement to acquire 100 percent stake in Jacobi Carbons AB and all its affiliates for US$400 million. Jacobi Group, headquartered in Sweden, is the world’s largest manufacturer and distributor of coconut shell activated carbon. Partner Vivek Kathpalia led the transaction whilst White & Case Tokyo acted as international counsel.

Norton Rose Fulbright‘s Bangkok office has advised Asia Infrastructure Fund Private Ltd in respect of its disposal of its entire 29.45 percent stake in Don Muang Tollway Public Company Ltd for US$132 million via an auction to FPM Infrastructure Holdings Ltd, a joint venture between First Pacific Company Ltd and Metro Pacific Investment Corporation. The transaction closed on 15 November 2013 and marks the buyer’s first investment in Thailand. Thai incorporated Don Muang Tollway Public Company operates the elevated toll road under a concession granted by the Thai government. It is one of only two private toll road companies in Thailand. Partner Somboon Kitiyansub led the transaction. Thanathip and Partners advised the buyer.

Paul Hastings has advised Hong Kong-based investment firm Jynwel Capital in respect of backing a consortium led by The Witkoff Group in its acquisition of the Helmsley Park Lane Hotel from the Leona M and Harry B Helmsley Charitable Trust for US$660 million. The consortium, which included New Valley LLC, Highgate Holdings and Macklowe Properties, plans to upgrade the 47-storey hotel that sits along Central Park South and rebrand it as the Park Lane New York. The transaction was financed by Wells Fargo and Criterion Real Estate Capital. Partner Eric Landau led the transaction.

Rajah & Tann is advising Lianguo International Ltd in respect of its all cash exit offer to acquire all the issued ordinary shares in the capital of China Energy Ltd (CEL) in connection with CEL’s proposed voluntary delisting from the SGX-ST pursuant to Rules 1307 and 1309 of the Listing Manual. Based on the exit offer price of S$0.052 (US$0.041) per CEL share, CEL is valued at approximately S$65.2 million (US$52m). Incorporated in the British Virgin Islands, Lianguo is an investment holding company wholly-owned by Cui Lianguo. SGX-ST listed CEL is based in Shandong Province, PRC and, together with its sole subsidiary, is engaged in the production of dimethyl ether and methyl alcohol. Partners Howard Cheam and Soh Chai Lih are leading the transaction which was announced on 13 November 2013 and is yet to be completed. Drew & Napier is advising China Energy Ltd.

Rajah & Tann has also advised a Singapore bank in respect of the grant of banking facilities of up to S$470 million (US$374.5m) to an Indonesia Stock Exchange-listed renowned food manufacturing and processing company for its general corporate purposes. Partner Ng Sey Ming led the transaction which closed on 2 September 2013.

Shook Lin & Bok has acted for Oversea-Chinese Banking Corporation and DBS Bank Ltd, among others, as the lenders in respect of the provision of US$100 million facilities to Indonesia-based bauxite mining company PT Cita Mineral Investindo Tbk and its subsidiaries to refinance existing credit facilities and for working capital. Partners Liew Kai Zee and Prakash Raja Segaran led the transaction.

Simpson Thacher has represented JP Morgan in respect of concurrent Regulation S offerings by Wisdom Marine Lines Co Ltd of US$60 million zero coupon convertible bonds due 2018 and 7.2 million global depositary shares (GDSs) representing 36 million ordinary shares. Wisdom Marine is the largest publicly listed dry bulk shipowner in Taiwan by number of vessels. Wisdom Marine’s ordinary shares are traded on the Taiwan Stock Exchange (TSE). The bonds are listed on the SGX-ST. The GDSs are admitted for listing on the UK Listing Authority and for trading at the London Stock Exchange (LSE) through the LSE’s International Order Book. Wisdom Marine is the first TSE-listed company to have its securities listed and traded on the LSE. Partner Chris Lin led the transaction.

Simpson Thacher has also represented 500.com Ltd, an online sports lottery service provider in China, in respect of its IPO and listing on the NYSE of approximately 5.8 million American Depositary Shares, each representing ten ordinary shares. 500.com raised a total of US$80.4 million in gross proceeds from the IPO, after the exercise of the underwriters’ over-allotment option. Deutsche Bank Securities Inc acted as the sole book-runner whilst Piper Jaffray & Co and Oppenheimer & Co Inc acted as co-managers for the IPO. In connection with the IPO, 500.com also raised US$20 million in a concurrent private placement of ordinary shares that was invested by Sequoia Capital. Partners Chris Lin and Dan Fertig led the transaction.

Slaughter and May is advising Thermo Fisher in respect of its proposed acquisition of Life Technologies, a US$13.6 billion deal which will combine two of the leading laboratory and life sciences companies in the world. The transaction was conditionally approved by the European Commission under the EU Merger Regulation on 26 November 2013. In conjunction with ‘Best Friend’ firms, the firm is also advising on merger control processes in China, Japan, South Korea, Australia, New Zealand and Russia (where the transaction was unconditionally cleared on 9 October 2013). Partners John Boyce and Michael Rowe are leading the transaction. Jun He is advising on Chinese law; Anderson Mori & Tomotsune on Japanese law; Kim & Chang on South Korean law; Gilbert & Tobin on Australian law; Russell McVeagh on New Zealand law; and ALRUD on Russian law. The transaction is also being reviewed in the US and Canada, where Thermo Fisher is represented by Axinn, Velthrop & Harkider and Blake Cassels & Graydon, respectively.

Stamford Law has represented the issuer, Rickmers Trust Management Pte Ltd, trustee-manager of Mainboard-listed business trust Rickmers Maritime, in respect of the establishment of its S$300 million (US$239.4m) multicurrency medium term note programme. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation acted as joint arrangers and dealers of the programme. Lim Sin Teck led the transaction.

Stamford Law has also advised China-based property developer Guangzhou R&F Properties Co Ltd, which has H-shares listed on the HKSE, in respect of the RM4.5 billion (US$1.4b) acquisition from Sultan Ibrahim Johor, the vendor of approximately 116 acres of land in Johor Bahru, State of Johor, Malaysia. The acquisition comprises four plots of vacant freehold land and two plots of reclaimed freehold land, payable subject to certain conditions. Properties to be developed with an estimated saleable floor area of approximately 3.5 million square meters will include high-rise residential units, low-density housing, retail properties, offices, hotel and a shopping mall. Yap Wai Ming led the transaction.

Sullivan & Cromwell is representing Nippon Steel & Sumitomo Metal Corporation (Japan) in respect of its pending sale and purchase agreement with ThyssenKrupp AG (Germany) and ArcelorMittal SA (Luxembourg) under which Nippon Steel and ArcelorMittal have agreed to purchase ThyssenKrupp Steel USA LLC (US) for approximately US$1.55 billion. The transaction was announced on 29 November 2013. Nippon Steel and ArcelorMittal have also signed a joint venture agreement under which each party will have 50 percent capital participation to acquire and operate ThyssenKrupp Steel USA. Partners Robert G DeLaMater, Steven L Holley, Juan Rodriguez, Nader A Mousavi and Ronald E Creamer Jr. are leading the transaction.

Vinson & Elkins has represented EuroChem, Russia’s largest mineral fertiliser producer and a top ten agrochemical company globally, in respect of the establishment of the EuroChemMigao joint venture. The JV will produce up to 60,000 tonnes of potassium nitrate and up to 200,000 tonnes of chloride-free complex fertilisers per annum in Yunnan, a province in southern China. EuroChem and Migao, a China-based specialty potash fertiliser producer, will each own 50 percent of the Hong Kong-based JV. Partner Jay Kolb led the transaction.

WongPartnership has acted for the syndicate of lenders in respect of the grant of S$315 million (US$251m) term and revolving loan facilities to Viva Industrial Real Estate Investment Trust (VI-REIT) for the acquisition of multiple properties situated in Singapore to facilitate the admission of the stapled securities of Viva Industrial Trust (a Singapore-focussed business park and industrial trust comprising VI-REIT and Viva Industrial Business Trust) to the SGX. The firm also acted for the joint global coordinators and issue managers, as well as the joint book-runners and underwriters, in the IPO of Viva Industrial Trust to raise approximately S$365 million (US$291m). Partners Rachel Eng, Long Chee Shan, Christy Lim, Tan Beng Lee, Angela Lim and Ethel Yeo led the transaction.

WongPartnership has also acted for GLOBAL Logistic Properties in respect of its establishment of CLF Fund I LP, a platform focussed on the development of modern logistics facilities in the PRC. Partners Low Kah Keong and Charlotte Sin led the transaction.