Deals – 5 February 2010

Allen & Overy LLP has advised the Government of the Socialist Republic of Vietnam on a Rule 144A/Reg S US$1 billion sovereign bond offering. This is the country’s first sovereign bond issuance since 2005. The notes will pay a coupon of 6.75 percent per annum, will mature on January 29, 2020 and are listed on the Singapore Exchange. The notes are rated Ba3 and BB by Moodys and Standard and Poors, respectively. The firm’s advisory team was led by partner David Johnson and assisted on Vietnamese law by a team from Audier & Partners Vietnam LLC led by managing partner Nicholas Audier.

Appleby is advising CP Pokphand Co Ltd in connection with its proposed acquisition of substantially all of the independent feed mill operations in the PRC controlled by shareholders in the country. The HKSE-listed CP Pokphand is a Bermuda company involved in the feed additives and industrial businesses, and is the investment arm of the Charoen Pokphand Group, a leading Asian conglomerate operating within the agribusiness, retail and telecommunications markets. Consideration for the acquisitions is HK$5.38 million (US$0.7m), to be satisfied by the issue of more than 16.5 billion new ordinary shares and convertible preference shares in the company. The firm’s team is led by Hong Kong-based corporate partner Judy Lee.

AZB & Partners has advised Emerald Lands (India) Private Limited (Emerald) and its promoters, Brack Capital (investing through Crownworld Limited) and Silverglades Group, in connection with the acquisition of up to a 28 percent equity stake in Emerald by Infrastructure Leasing & Financial Services Limited (IL&FS) Investment Managers Limited, through subscription of fresh shares and a call option to acquire additional shares from the promoters. The consideration for the acquisition, which was completed 14 January 2010, was INR660 million (US$14m). Anil Kasturi led the firm’s advisory team.

AZB & Partners has also advised India’s biggest real estate developer Delhi Land and Finance Limited (DLF) in the sale to Prudential Finance (PGLH of Delaware Inc) of its 39 percent stake in the asset management and trustee of DLF Pramerica Asset Managers Private Limited and DLF Pramerica Trustees Private Limited, which had been set up as a joint venture between DFL and Prudential Finance. The transaction, valued at approximately INR160 million (US$3m), is subject to regulatory approvals. The firm’s advisory team was led by Allwyn Noronha.

Further, AZB & Partners has advised Singapore-based private equity fund Orient Global Tamarind Fund in the divestment of its 22.28 percent equity stake in India Infoline Investment Services Ltd and its 10.44 percent equity stake in India Infoline Marketing Services Ltd. The divestments were cumulatively valued at INR3.7 billion (US$80m). Partner Anil Kasturi led the firm’s advisory team.

AZB & Partners has also advised real estate agents Pioneer Urban Land & Infrastructure Limited on the Hotel Management Agreement and Trademark License Agreement with Sydney-based Carlson Hotels Asia Pacific Pty Limited, one of the largest and most diverse hotel management companies in the Asia Pacific region. The deal was valued at approximately INR2.3 billion (US$50m). Partners Meera Singh Joyce and Ravi Prakash led the firm’s advisory team.

Moreover, AZB & Partners has advised leading IT and business process solutions provider Cognizant Technology Solutions India Private Limited in a share purchase agreement valued at INR3.5 billion (US$75m) for the acquisition of 100 percent of the paid-up share capital of India’s leading brokerage and advisory services provider, UBS Service Centre (India) Private Limited. Partner Vishnu Jerome led the firm’s advisory team while Linklaters LLP and Fox Mandal advised UBS.

Finally, AZB & Partners has advised Canadian-based, privately held real estate firm Brahma Capital Corporation in the acquisition by Neptune Asian Mezzanine Limited (a Brahma Group company) of 92.15 percent of the equity share capital of Gajraj Commercial Private Limited, a non-deposit taking, non-banking financial company registered since 08 July 2009. The acquisition, valued at approximately INR360 million (US$8m), was made through a fresh issue of equity shares and compulsorily convertible non-redeemable preference shares of Gajraj Commercial. The deal gives Neptune complete control over the management and board of directors of the finance company. The firm’s advisory team was led by partner Essaji Vahanvati.

Baker & McKenzie has advised US motorcycle manufacturer Harley-Davidson in a groundbreaking IP case in China involving the protection of copyright in the unregistered trademark “Ha Lei in CC” (Harley in Chinese). The Beijing Higher People’s Court (HPC) upheld the initial Intermediate People’s Court ruling that defendants Chrome Horse and various related parties have committed trademark infringements and acts of unfair competition (including false advertisements) against Harley-Davidson. The Intermediate People’s Court had ordered, among other things, the defendants to stop using “Ha Lei in CC” as an enterprise name and to cease any false advertisement activities. The judgment is significant because the HPC took the view that, due to the extensive publicity in China, the unregistered “Ha Lei in CC” mark has become a transliteration of “HARLEY”. As such, the use of “Ha Lei in CC” by the defendants’ store infringed upon Harley-Davidson’s exclusive right to use the registered trademark “HARLEY”. The firm’s advisory team was led by Loke-Khoon Tan, head of the firm’s IP group in Hong Kong and China.

Baker & McKenzie.Wong & Leow has advised SGX-listed Jaya Holdings Limited and its subsidiaries on the restructuring of its substantial bank and trade debts, amounting to over S$1 billion (US$710m), in the short space of 7 months. The restructuring is the biggest in Singapore after the recent financial crisis. The schemes were approved by the creditors on 28 January 2010, subject to the sanction of the High Court of Singapore which is expected to conduct hearings on the schemes before the middle of February 2010. The Jaya Group is engaged in the business of building, selling and chartering out marine support vessels for the offshore oil industry. It was adversely affected by the pull back in bank lending and fall in oil prices in the last quarter of 2008 and early 2009, prompting it to announce a debt repayment standstill in mid-2009. The firm’s advisory team was led by Chuan Thye Tan, head of the firm’s financial restructuring and insolvency and dispute resolution groups.

Chang, Pistilli & Simmons has advised Sumisho Coal Australia (a subsidiary of Sumitomo Corporation, Japan) on the establishment of a joint venture with UK-based global mining group Xstrata Plc and leading Japanese export/import firm Itochu Corporation to develop the Wandoan Coal Project, one of Australia’s largest coal projects. Covering over 32,000 hectares of exploration tenure near Wandoan, Queensland, the project will comprise an open-cut coal mine, a coal handling and preparation plant, and support facilities. With an expected mine life of over 30 years, the mine will produce thermal coal for export markets and possibly domestic markets. The total investment for the project will be around A$6 billion (approx US$5.258b), including upstream infrastructure and construction. The firm’s advisory team was led by Jason Mendens, head of resources and energy team. Xstrata was represented by Mallesons Stephen Jacques and Itochu was represented by Baker & McKenzie.

Clayton Utz has advised Macquarie Capital Advisers as manager and underwriter of CSG Limited’s fully underwritten A$65 million (US$57.7m) institutional placement, which was completed in January. Undertaken in two tranches, the offer was well-received with strong demand from both existing and new institutional investors. Proceeds from the offer will be used to fund the acquisition of a 90 percent interest in Konica Minolta Business Solutions New Zealand Limited, New Zealand’s market leading print services business. The firm’s Melbourne corporate partner Brendan Groves led the advisory team.

Clifford Chance has advised Japanese industrial conglomerate Mitsui & Co Ltd on an innovative PIPE (private investment in private equity) investment in, and consortium takeover bid for, Hong Kong-listed TPV Technology Ltd, a company that specialises in the design and production of desktop monitors and LCD TVs and which has been listed on the Hong Kong and Singapore stock exchanges since October 1999. Mitsui’s proposed 10 percent PIPE investment in the world’s largest contract LCD maker came as TPV’s existing shareholder, China Electronics Corporation (CEC), completed a block trade to buy a further 9.75 percent stake from global electronics company Philips NV. CEC’s increased stake triggers a mandatory takeover offer under the Hong Kong Takeovers Code, which will be undertaken on an agreed consortium basis with Mitsui. The three elements of the transaction – the PIPE deal, the block trade and the takeover – which involved companies and exchanges in six countries, are valued at over US$1 billion. The firm’s advisory team was led by partner Andrew Whan.

Colin Ng & Partners LLP has advised pharmaceutical packaging specialist Bilcare Singapore Pte Limited on its recently completed restructuring of US$45.5 million in principal amount of 4 percent convertible bonds and US$44.5 million of bonds with warrants to subscribe for shares of Bilcare Limited. The bonds were listed on the Singapore Exchange Ltd and the shares are listed on the Bombay Stock Exchange. The transaction also involved an issue of US$54 million 7 percent exchangeable guaranteed bonds of Monument Pte Limited, which Bilcare Singapore guaranteed. The firm’s advisory team was led by partners Bill Jamieson and Stephen Soh.

Dewey & LeBoeuf has advised Russia-based SUAL Partners in the listing of RUSAL on the Hong Kong Stock Exchange. RUSAL is the world’s largest aluminium producer, with SUAL one of its principal shareholders. RUSAL is also the first Russian company to list on the HKSE as part of recent initiatives in Hong Kong to diversify the geographic base of listing candidates away from its traditional reliance on the Greater China region. The firm’s Hong Kong advisory team comprised of Stephen Wozencroft (a partner of the firm’s Hong Kong law licensed affiliate, Arthur Marriott & Associates), Hong Kong partner Paul Chen and newly appointed partner Heng Loong Cheong. Moscow client relationship partner Oleg Berger also assisted the team.

Drew & Napier LLC has advised Singapore Airlines Limited in the approximately S$277 million (US$196m) initial public offering (including over-allotment shares) of Tiger Airways Holdings Limited. Tiger Airways was successfully listed on the Singapore Exchange Securities Trading Limited on 22 January 2010. Singapore Airlines is the largest shareholder of Tiger Airways. Director Petrus Huang led the firm’s advisory team.

Gide Loyrette Nouel has advised multinational biotechnology company bioMérieux on the acquisition of Chinese rapid test manufacturer Meikang Biotech. The acquisition gives bioMérieux, a world leader in the field of in vitro diagnostics for the medical and industrial sectors, a strategic foothold in China with fully-owned, integrated manufacturing and research and development capabilities. The purchase forms part of business expansion in fast-growing emerging markets and bioMérieux will now have three corporate hubs: Marcy l’Etoile in France, Cambridge in the US, and Shanghai. Meikang Biotech provides a wide range of rapid tests based on lateral flow immunoassay technology, including tests for infectious diseases, cardiovascular diseases and cancer. The acquisition includes Meikang Biotech’s large production site in Shanghai on which bioMérieux intends to establish its Greater China headquarters as well as Asia-Pacific and corporate offices by mid-2010. The firm’s advisory team was led by partner David Boitout.

Gilbert + Tobin has advised BNY Mellon Australia (BNY), a subsidiary of leading asset management and securities services company The Bank of New York Mellon Corporation, on the appointment of Martin Madden and David Merryweather of KordaMentha (an Australia-based business and asset recovery services company) as receivers and managers to certain of the Lane Cove Tunnel entities. BNY performs a number of roles in relation to the financing of the Lane Cove Tunnel, a A$1.1 billion (US$969m), 3.6km twin tunnel tollway in Sydney, Australia. In its role as security trustee, BNY appointed the receivers and managers on the instructions of MBIA Insurance Corporation. The firm’s advisory team was led by partner Duncan McGrath, assisted by insolvency partner Tim Castle.

JSM (in association with Mayer Brown LLP and Mayer Brown International LLP) has advised Shanghai Industrial Holdings Limited, a 51 percent owned listed subsidiary of Shanghai Industrial Investment (Holdings) Co Ltd which is beneficially controlled by the Shanghai Municipal Government, on its proposed acquisition of Neo-China Land Group (Holdings) Limited, a listed company principally engaged in property development and investment in the PRC. The proposed acquisition involves acquisition of existing shares, subscription of new shares and a possible mandatory cash offer for all the issued shares and convertible securities of Neo-China. The maximum consideration for the proposed acquisition will be approximately HK$5.2 billion (US$670m). Partners Patrick Wong and Allan Yu led the firm’s advisory team.

Khaitan & Co has advised Lyceum Capital Partners LLP (Lyceum) of the UK in relation to the acquisition of a majority stake in McKinnon & Clarke. Lyceum is a prominent private equity firm based in London with investments in middle-market companies across Europe and Asia involved in the health care, industrial systems, IT, business outsourcing, education, and environmental risk management sectors. Lyceum makes a point of buying companies to which it adds smaller businesses in the same or associated sectors. Scotland-based McKinnon & Clarke is a global provider of consultancy services to business users on energy and environmental usage and legislation in regulated and deregulated markets across the globe. The total consideration for the acquisition was approximately US$35.6 million.

Khaitan & Co has also advised MBE Holding Pte Limited, Cologne Engineering GmbH and McNally Bharat Engineering Company Ltd in relation to the acquisition of Humboldt Wedag Coal & Minerals Technology GmbH, Humboldt Wedag (SA) (Proprietary) Ltd and Humboldt Wedag Minerals India Private Limited and the business transfer of the Cologne Workshop of Humboldt Wedag GmbH. The deal value was US$16 million.

Khaitan & Co has also advised INOX India Ltd in relation to the US$24.5 million purchase of a substantial majority interest in Cryogenic Vessel Alternatives Inc (CVA) on a cash-free, debt-free basis. INOX India is one of the top five manufacturers of cryogenic liquid storage and transport tanks and a reputed supplier to leading international gas companies. It is also one of the largest manufacturers of disposable refrigerant gas cylinders in the world. CVA has comprehensive manufacturing and repair facilities for cryogenic equipment at its facility in Texas. Since it was earlier incorporated as a limited liability partnership with holding partnership interests through limited liability companies and limited partnerships, the group structure was simplified whereby the partnership was converted into an incorporated entity in order to facilitate the acquisition.

Finally, Khaitan & Co has advised RPG Enterprises in relation to the merger of 6 companies which are part of the RPG group and are situated in the 3 different jurisdictions of Kolkata, Mumbai and Delhi. Total consideration involved in the merger was US$66 million. The transaction, which was finalised within its 6 months completion target, involved the merger and dissolving of 5 companies without the process of winding up, which entailed closely working with government offices in the different jurisdictions as the records and accounts of the said companies were closely scrutinized by these government offices. As one of the companies was a non-banking finance company, approval for the transaction was required from the Reserve Bank of India, the country’s central bank.

KhattarWong has advised Ryobi Kiso Holdings Limited, one of Singapore’s leading ground engineering solutions providers, in its initial public offering and listing on the Mainboard of the SGX-ST on 27 January 2010. The IPO consisted of 192 million new shares comprising of 2 million shares by way of public offer and 190 million shares by way of placement at S$0.26 (US$0.18) per share. The post invitation market capitalisation was S$199 million (US$141m) and the gross proceeds from the IPO was approximately S$49.9 million (US$35.3m). Partner Lawrence Wong led the firm’s advisory team.

Kim & Chang has advised Korea-based leading private equity funds H&Q and IMM in leading a consortium of investors in the acquisition of convertible preferred shares, convertible into a 20.77 percent equity interest of Hi-Mart Co Ltd, for an aggregate purchase price of KRW175 billion (US$152m). The transaction enabled Hi-Mart, Korea’s largest retail seller of electronic goods, to repay its debt, redeem outstanding convertible bonds and generally improve its financial condition. Partners Chang-Hyeon Ko and Kyung-Yoon Lee led the firm’s advisory team.

K&L Gates LLP has represented Kandi Technologies Corp, a Chinese manufacturer of all-terrain vehicles and electric cars, in a $10 million traditional PIPE transaction through the issuance of senior convertible notes to two US institutional investors. The firm’s advisory team included partners Willie Dennis, Phil Haber, Beth Kramer, Lorraine Massaro, and Robert Matlin.

Luthra & Luthra Law Offices has advised a consortium of banks and financial institutions led by one of India’s leading public sector banks, the Industrial Development Bank of India Limited, in providing project financing to GVK Power (Goindwalsahib) Limited, a subsidiary of GVK Power & Infrastructure Limited. The Rs2400 crores (US$520.7m) financing will be used to develop a power project with total capacity of 540 MW. The firm’s advisory team was led by partner Vijaya Rao.

Sidley Austin has represented Evergrande Real Estate Group Limited, one of the largest property developers in China, in connection with its recent offering of 13 percent senior notes due 2015 in an aggregate principal amount of US$750 million, with “high-yield” covenants, pursuant to Regulation S and Rule 144A. The firm’s advisory team was led by Timothy Li and Matthew Sheridan from the Hong Kong office.

Skadden is representing KDDI Corporation (KDDI) in its approximately $4 billion indirect acquisition of a 37.8 percent stake in Jupiter Telecommunications Co Ltd (J:COM), a Japanese company listed on JASDAQ. J:COM is the largest cable television service provider in Japan and also provides high-speed internet access, telephony and mobile services. KDDI is the second largest telecommunications company in Japan, whilst its subsidiary, Japan Cablenet Limited, is the second largest cable television service provider in the country. The acquisition enables KDDI to expand its subscriber base in both number and regional coverage. The firm’s advisory team includes partners Mitsuhiro Kamiya and Michael Mies in Tokyo.

Stamford Law Corporation is advising Singapore Exchange Catalist-listed Top Global Limited (Top Global), a waterproofing and roof thermal insulation specialist, in the mandatory unconditional cash offer made for all the shares and warrants of the company by Oei Siu Hoa @ Sukmawati Widjaja (Widjaja). Widjaja, a substantial shareholder of Top Global, and The Ascend Opportunity Fund (Ascend), a sub fund of The Ascend Funds PCC, entered into separate subscription agreements with Top Global in October 2009 in respect of the issue and allotment of 7 billion new shares by Top Global to each of the parties. The agreement was later renounced by Ascend which offered its rights to subscribe to the shares to Widjaja. Accordingly, the mandatory offer was triggered under Rule 14 of the Singapore Code on Takeovers and Mergers, when Widjaja accepted the offer of subscription, resulting in her ownership of 59.83 percent of the entire issued share capital of Top Global. The firm’s advisory team is led by Director Yap Wai Ming.

Stamford Law Corporation has also represented Singapore Exchange Mainboard-listed Hiap Hoe Limited in the appointment by HH Properties Pte Ltd of Wyndham Hotel Management Inc to operate two new hotel-cum-commercial developments at Zhongshan Park in Singapore, under the Ramada and Days Inn brand names. HH Properties, Hiap Hoe’s joint venture company established with SuperBowl Holdings Limited, was awarded the site in August 2008 for the S$300 million (US$213m) developments which are expected to be ready for business in 2014. Wyndham Hotel Management is part of the Wyndham Hotel Group which operates more than 7,000 hotels and 590,000 rooms under its hotel brands. The firm’s advisory team was led by director Susan Kong.

Watson, Farley & Williams LLP has advised Bumi Armada Berhad, Malaysia’s largest owner and operator of offshore vessels, on the contracts for a US$700 million deal with Vietnam-based Hoang Long Joint Operating Company for the supply and lease of a floating, production, storage and offloading (FPSO) vessel to be deployed at the Te Giac Trang (TGT) oilfield, off the coast of Vietnam. The tanker will be converted into an FPSO at Keppel shipyard in Singapore and the first oil is expected in mid 2011. The oilfield (also known as White Rhinoceros) was discovered in 2005 and seven wells have been drilled during its exploration and appraisal. Individual reservoir zones have tested at rates of over 8,000 barrels of oil per day and 4 million standard cubic feet of gas per day with a minimum of 10 years expected economic field life. The firm also advised on the joint venture agreement between Bumi Armada and Vietsovpetro, the alliance partner to Bumi Armada for the TGT project. Vietsovpetro is a joint venture established in Vietnam between the national oil companies of Vietnam and Russia. The firm’s advisory team was led by partner Chris Lowe.

Winston & Strawn LLP has represented leading China-based domestic water treatment equipment supplier Duoyuan Global Water Inc in a US$98.8 million follow-on public offering of 3.5 million American Depositary Shares, representing 7 million ordinary shares, at a price of US$29.50 per ADS. Hong Kong-based partner and chairman of the firm’s Asia practice group, Simon Luk, and New York-based partner Eric Cohen led the firm’s advisory team.

Wong & Partners has advised Navis Capital, an Asian private equity investment firm, on its acquisition of a control position in the Alliance Cosmetics group of companies. Partner Brian Chia, head of the firm’s corporate & commercial practice group, led the advisory team which also worked with Baker & McKenzie’s member firms in Singapore and Jakarta on the deal.

WongPartnership LLP has acted for Olam International Limited in its issue of S$250 million 4.07 percent notes due 2013. The notes will be issued under Olam’s existing medium term note programme which was established in 2004. Partner Colin Ong led the firm’s advisory team.

WongPartnership LLP has also acted for Info Giant Investments Limited (Info Giant) in its voluntary conditional cash offer for all the issued and paid-up shares in the capital of Hongguo International Holdings Limited, the manufacturer for one of the leading brands of ladies’ fashion footwear in the PRC. The firm also advised Info Giant with regard to the financing for the offer. Partners Ng Wai King, Tay Liam Kheng and Christy Lim advised on the transaction.

WongPartnership LLP has acted for CapitaCommercial Trust Management Limited in the divestment of Robinson Point, a 21-storey freehold office development in Singapore, to AEW Asia, a unit of AEW Capital Management LP, for a total consideration of S$203.25 million (approx US$143m). Partners Carol Anne Tan , Khaw Gim Hong and Karen Wee led the transaction.

Furthermore, WongPartnership LLP has acted for Parkway Holdings Limited (Parkway) in the subscription by Mitsui & Co Ltd of a 49 percent stake in Parkway’s clinical research facility, Gleneagles CRC Pte Ltd. Partners Mark Choy and Lam Chung Nian led the transaction.

Finally, WongPartnership LLP acted for M+W Singapore Pte Ltd (formerly M+W Zander (S) Pte Ltd) in an amalgamation exercise involving two of its wholly-owned subsidiaries, Lead Management Engineering & Construction Pte Ltd (Lead Singapore) and UCT Engineering (S) Pte Ltd (UCT). Lead Singapore and UCT have now been amalgamated as part of an internal restructuring of the M+W Singapore Group, and will continue as one company under Lead Singapore’s name. Partners Vivien Yui and Miao Miao acted on the matter.