Deals – 5 January 2012

Allen & Gledhill has also advised Temasek (Holdings) Private Ltd (Temasek) and Asia Mobile Holdings Pte Ltd (Asia Mobile) in respect of a share purchase agreement between an indirect wholly-owned subsidiary of Temasek and Asia Mobile to sell approximately 127.9 million issued ordinary shares of Starhub Ltd. The sale represents 7.46 per cent of the total issued share capital of Starhub Ltd and is valued at approximately S$365 million (US$281.5m). Partners Lim Mei and Hilary Low advised Temasek whilst partner Song Su-Min advised Asian Mobile.

Appleby is acting as BVI counsel for JP Morgan Chase Bank in respect of the US$690 million merger of Shanda Interactive Entertainment Ltd (Shanda), a leading interactive entertainment media company in China which is listed on NASDAQ, with New Era Investment Holding Ltd (New Era), a newly established Cayman Islands company. New Era is owned by Premium Lead Company Ltd (PLC) which in turn is jointly owned by a group including Tianqiao Chen, the chief executive of Shanda, his wife and brother (the buyer group). The buyer group already beneficially owns approximately 70 per cent of Shanda. Shanda’s board of directors has approved the entry into a merger agreement and recommended its approval to Shanda’s shareholders. The acquisition will be financed by JP Morgan Chase Bank and subject to shareholder approvals, and is expected to close early next year. Partner Jeffrey Kirk is leading the transaction.

Amarchand & Mangaldas has advised Fidelity in respect of its investment into XCyton Diagnostics Private Ltd, a private company which provides diagnostic services. The deal represents one of the few foreign investments to have occurred in the diagnostic services sector and the transaction was structured in light of the recent changes to the foreign exchange laws of India relating to the pharmaceutical sector. The deal value is approximately INR20 crores (US$3.8m) by subscription to compulsorily convertible debentures and equity shares of XCyton Diagnostics Private Ltd. Partner Reeba Chacko led the transaction which was signed on 2 November 2011 and closed on 25 November 2011. Another advisor to the deal was J Sagar Associates.

Amarchand & Mangaldas has also advised the Series C Investors led by Norwest Venture Partners (NVP) in respect of their investment into Goldsquare Sales India Private Ltd, which runs the online e-commerce portal www.fashionandyou.com. The deal represents the third round investment received by the company. NVP, Intel Capital and Nokia Growth Partners, along with Sequoia Capital (an existing investor in the company), invested approximately INR180 crores (US$34m) in the company in this round of funding, the highest investment in the e-commerce space in India thus far. Partner Reeba Chacko also led the transaction which was signed on 20 October 2011 and closed on 11 November 2011.

AZB & Partners has advised Vedanta Group, which is comprised of Vedanta Resources Plc, Twin Star Mauritius Holding Ltd and Sesa Goa Ltd, in respect of the completion of the acquisition of approximately 59 per cent of Cairn India Ltd. The firm assisted Vedanta in negotiating and drafting the transaction documents, advised on the Indian public offer, and advised on regulatory issues. Partners Zia Mody, Shuva Mandal and Essaji Vahanvati led the transaction which was valued at approximately US$8.67 billion and was completed on 8 December 2011.

AZB & Partners has also advised Holderind Investments Ltd in respect of its acquisition of 0.7744 per cent of the equity shares held by Radha Madhav Investments Ltd and RKBK Fiscal Services Pvt Ltd (the Indian promoters of Ambuja Cement Ltd) for approximately INR3.87 billion (US$73m). Partner Abhijit Joshi led the transaction which was completed on 15 December 2011.

Clayton Utz has advised Plenary Group in respect of Plenary Health consortium’s successful bid for the Victorian Comprehensive Cancer Centre (VCCC) Project, from initial bid through to financial close of the A$1 billion (US$1.02b) plus project. The Plenary Heath consortium comprises Plenary Group, Grocon, PCL Constructors Pacific Rim and Honeywell. To be delivered as a public-private partnership, the new facilities will provide Victoria with a world-class comprehensive cancer centre and will drive the next generation of progress in the prevention, detection and treatment of cancer. Partner Marcus Davenport, supported by partners Brendan Groves and Naomi Kelly, led the transaction. Allens Arthur Robinson, led by partner Anthony Arrow, acted for global technologies inventor and manufacturer Honeywell whilst Minter Ellison acted for the State of Victoria.

Clifford Chance has advised Australia’s APA Group in respect of the restructure and sale of 80 per cent of its Queensland gas distribution network, a transaction valued at A$526 million (US$537m). The network has been transferred into a new APA minority-owned investment vehicle, with Marubeni Corporation and RREEF to each own 40 per cent of that vehicle. Partner Richard Graham led the transaction.

Clifford Chance has also advised Daiwa Capital Markets Europe Ltd (Daiwa) as lead manager and the other managers in respect of the JPY200 billion (US$2.6b) zero coupon convertible bonds due 2015 issued by KDDI Corporation (KDDI) on December 2011 for financing the repurchase of KDDI’s shares from The Tokyo Electric Power Company, Incorporated (TEPCO). The deal reportedly represents the largest convertible bond transaction globally in 2011. Partner Reiko Sakimura advised Daiwa and the other managers. Partner Joan Janssen advised on the Singapore listing of the convertible bonds whilst partner Matt Fairclough advised Union Bank NA as the trustee in respect of the convertible bonds.

Clyde & Co‘s Shanghai and London offices have advised China Reinsurance Corporation (China Re), the country’s only state-owned reinsurance group and largest reinsurer, in respect of the formation of a strategic partnership with Catlin Group Ltd that will result in the establishment of a special purpose syndicate at Lloyd’s of London. The deal marks the first time that a Chinese company has invested money directly at Lloyd’s and will see China Re put an initial £50 million (US$77.6m) into the special purpose Syndicate 2088. The Syndicate will begin underwriting from 1 January 2012. Partners Carrie Yang and David Coupe led the transaction.

Davis Polk & Wardwell has advised New China Life Insurance Company Ltd (NCI) in respect of its US$1.9 billion IPO, including a global offering of H shares, consisting of an IPO on the HKSE and an international offering in reliance on Rule 144A and Regulation S, and a concurrent offering of A shares listed on the Shanghai Stock Exchange. The IPO, with total proceeds of nearly US$2.1 billion if the over-allotment option is fully exercised, is considered as one of the largest IPOs of PRC companies and the only concurrent A + H shares offering in 2011. NCI provides a broad range of life insurance products and services through its extensive distribution network in the country and is ranked third in the PRC life insurance market, in terms of gross premium income in 2010. China International Capital Corporation Hong Kong Securities Ltd, UBS AG Hong Kong Branch, Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch International, Deutsche Bank AG Hong Kong Branch, BNP Paribas Capital (Asia Pacific) Ltd and China Merchants Securities (HK) Co Ltd acted as joint book runners for the global offering. Partners Howard Zhang, Li He and Jeffrey M Oakes led the transaction whilst Freshfields Bruckhaus Deringer and Commerce & Finance Law Offices advised on Hong Kong and on PRC law, respectively. The underwriters were advised by Sullivan & Cromwell on US law, Slaughter and May on Hong Kong law and King & Wood PRC Lawyers on PRC law.

Dhir & Dhir Associates has acted as lenders’ legal counsel for a consortium of lenders led by PTC India Financial Services Ltd in respect of a loan financing of INR500 million (US$10m) to Aravali Infrapower Ltd for its proposed 5 MW Solar PV Polycrystalline Power Project at Gujarat. Shivi Agarwal, Girish Rawat and Ayanka Singh advised on the matter.

Eversheds has advised Chow Tai Fook Enterprises Ltd in respect of a RMB2.36 billion (US$932m) property deal to acquire 100 per cent stake in a Qingdao-based joint venture from Shanghai Industrial Holdings Limited, a company listed on the HKSE. The JV looks at the residential and commercial land development of a 430,000 sq m area in Huangdao District, Qingdao, Shandong Province. Chow Tai Fook Enterprises is a diversified, Hong Kong-based company engaged in the jewellery, property development, hotel, casino, transportation, port and telecommunications businesses. Partner Stephen Mok led the transaction.

Fangda has represented Grace Semiconductor Manufacturing Corporation in respect of its merger with Hua Hong Semiconductor Ltd. Hua Hong and Grace ranked No.2 and No.3 respectively in PRC semiconductor manufacturing industry before the merger. The deal size was approximately RMB12.4billion (US$1.9b) and the closing date was 28 December 2011. Partners Jonathan Zhou, Doris Tang and Leo Lou led the transaction.

Freshfields Bruckhaus Deringer has advised Chow Tai Fook Jewellery Group Ltd in respect of its US$2 billion global offering of shares and listing on the HKSE. Chow Tai Fook is a leading jeweller by market share in the PRC as well as in the Hong Kong and Macau jewellery markets. The company has an extensive retail network in the Greater China region with over 1,500 points of sale. Chow Tai Fook’s principal products are mass luxury and high-end luxury jewellery products, including gem-set jewellery, platinum/karat gold products, gold products and watches. China chairman Teresa Ko and partners Grace Huang and Calvin Lai led the transaction.

Fried Frank has advised Bank of America Merrill Lynch and BOCI International in respect of Hosa International Ltd’s (Hosa) global offering of 400 million ordinary shares and the related listing on the HKSE. The offering raised approximately US$82.3 million. The deal comprised the sale of initially 40 million Hong Kong offer shares and 360 million international placing shares. Hosa designs and produces a wide range of mid-to-high end sportswear products, including swimwear, fitness wear, sports underwear and accessories, which sell under their well-known HosaTM brand. Partners Victoria Lloyd and Joshua Coleman led the transaction.

Herbert Smith’s Singapore office has advised CNOOC Ltd in respect of the sale by its subsidiary, CNOOC Southeast Asia Ltd, of CNOOC ONWJ Ltd to EMP International (BVI) Ltd for approximately US$212 million. CNOOC ONWJ Ltd holds a 36.72 per cent working interest in Offshore Northwest Java Production Sharing Contract in Indonesia. Partner Lewis McDonald led the transaction whilst the firm’s associated firm in Indonesia, Hiswara Bunjamin & Tandjung, provided advice on all Indonesian aspects of the transaction.

J Sagar Associates has advised Standard Chartered Private Equity (SCPE) in respect of its exit from Endurance Technologies, a company based in Aurangabad engaged in the manufacture of auto components, by transferring its stake to Actis Advisors Private Ltd (Actis) for US$71 million. Partners Upendra Nath Sharma and Lalit Kumar led the transaction. Actis was advised by Platinum Partners with a team led by partner Gautam Bhat whilst Nishith Desai Associates, led by Nishchal Joshipura, acted as Endurance’s counsel.

J Sagar Associates has also advised Mauritius-based private equity fund IIRF India Realty XII Limited in respect of its INR100 crore (US$187.9m) investment, along with IL&FS Trust Company Ltd, in the construction contract business of Mumbai-based SRM Sites Private Ltd (SRM Sites), a subsidiary of Sree Ram Urban Infrastructure Ltd which is developing a multi-storey premium residential building having approximately 3.9 million square feet developable area christened as “Palais Royale” at Worli, Mumbai. SRM Sites has undertaken a construction contract for a part of the said multi-storey residential building. Partner Abeezar Faizullabhoy led the transaction.

Khaitan & Co has advised TT Krishnamachari & Co (TTK) in respect of the joint venture with CIGNA International Corporation to form a company to provide health insurance. TTK, based in Chennai and Bangalore, is family-owned and operates multiple businesses, selling everything from cookware to pharmaceuticals. Partner Murali Neelakantan advised on the transaction.

Khaitan & Co has also advised Sara Sae Private Ltd (Sara) in respect of the acquisition by way of asset transfer of Consolidated Pressure Control LLP USA by Pressure Control LLC USA, a subsidiary of Sara, for US$7 million. Sara manufactures a diverse range of oilfield equipment in its manufacturing facility in India, using the latest design techniques and CNC machines. Partner Abhilekh Verma advised on the transaction.

Kim & Chang has represented Morgan Stanley Private Equity in respect of the completion of its acquisition of 100 per cent shares of Korean restaurant franchiser Nolboo and its affiliates, and certain assets of its controlling shareholder, for an aggregate purchase price of KRW115 billion (US$100m). Nolboo is one of the largest restaurant franchisers in Korea and has around 700 franchisee and directly-owned restaurants, including branches in China, Singapore and Thailand. JK Park, JH Park and Anthony Choi led the transaction which was completed on 13 December 2011.

King & Wood has acted as PRC law counsel for HKT Trust in respect of HKT Trust and HKT Ltd’s listing on the HKSE. Issuing approximately 2.05 million share stapled units under the global offering at HK$4.53 per unit (US$0.58), HKT Trust raised a total capital of HK$9.3 billion (US$1.2b). HKT Trust is a telecom business spinoff of PCCW Ltd, Hong Kong’s premier telecommunications provider. HKT Trust offers various telecom services in Asia mainly in Hong Kong and Mainland China, and controls the broadest telecommunication network in Hong Kong. HKT Trust is the first single investment trust listed in Hong Kong. Partners Stanley Cha and Rebecca Chao led the transaction.

Kirkland & Ellis has represented Citigroup, as financial adviser, in respect of Perfect Lead Investments’ (a member of the Li & Fung Group) US$340 million (HK$2.65 billion) voluntary conditional cash offer for Hang Ten Group Holdings. The offer was jointly announced by Perfect Lead Investment and Hang Ten Group Holdings on 19 December 2011. Partners Nicholas Norris, Ashley Young and Douglas Murning led the transaction.

Latham & Watkins has acted as HK and US counsel to the underwriters (composed of Goldman Sachs (Asia) LLC, UBS AG, BOCI Asia Ltd, Barclays Bank PLC, Daiwa Capital Markets Hong Kong Ltd, China Merchants Securities (HK) Co Ltd and ABCI Securities Company Ltd) in respect of Beijing Jingneng Clean Energy Co Ltd’s (BJCE) IPO of approximately 1.13 million H shares listed on the HKSE, including its international offering (144A/Reg S) of approximately one million H shares and Hong Kong public offering of 113.5 million H shares. BJCE is the largest gas-fired power provider in Beijing and a leading wind power operator in China. The transaction closed on 22 December 2011. The offering raised approximately HK$1.9 billion (US$244.6m) gross proceeds. Partners Cathy Yeung, Michael Liu, Allen Wang and Samuel Weiner led the transaction.

LS Horizon Ltd has advised Hydrotek Public Company Ltd (Hydro) in respect of its IPO and listing of its shares on the Market for Alternative Investment of the Stock Exchange of Thailand. Hydro operates construction and environmental engineering services, such as water treatment systems, wastewater treatment solutions, solid waste treatment, and waste-to-energy solutions. It has sold 30 million new shares at THB3.39 (US$0.107) each and commenced its first day trade on 15 December 2011. Partner Sunpasiri Sunpa-a-sa led the transaction.

Maples and Calder has acted as Cayman Islands counsel for BNY Mellon in respect of the launch of Nikko BNY Mellon emerging markets mid-small cap equity fund, a series trust of Mellon Offshore Funds. The fund’s investment objective is to pursue long-term asset growth by investing primarily in the stocks of small to medium capitalisation companies listed or registered in emerging markets. Partner Spencer Privett led the transaction whilst Japanese legal advice was provided by Mori, Hamada & Matsumoto.

Morrison & Foerster’s Hong Kong office has represented China International Capital Corporation, UBS and Royal Bank of Hong Kong as underwriters in respect of the Hong Kong IPO and Rule 144A/Regulation S global offering of Guodian Technology and Environment Group Corporation Ltd. Guodian is the largest environmental protection and energy conservation solutions provider for coal-fired power plants operating in China. Its parent company, Guodian Group, is a Fortune Global 500 company and one of the five largest power producers in China. Guodian was recently ranked as the largest wind farm operator in Asia. Partners Charles Chau and John Moore led the transaction which closed on 30 December 2011 whilst Jingtian & Gongcheng advised on PRC law. Guodian was advised by K&L Gates as to Hong Kong and US law whilst Kaiwen Law Firm advised as to PRC law.

Morrison & Foerster’s Hong Kong office has also represented China Tianrui Cement in respect of its US$124 million Hong Kong IPO and Regulation S global offering which closed on 23 December 2011. Deutsche Bank, BOC International, BOCOM International and CCB International acted as the joint lead managers on the offering. Partners John Moore and Gregory Wang led the transaction whilst Li & Partners advised as to Hong Kong law, Commerce & Finance Law Offices as to PRC law and Conyers Dill & Pearman as to the Cayman Islands law. The underwriters were advised by Paul Hastings as to Hong Kong and US law and by Jingtian & Gongcheng as to PRC law.

O’Melveny & Myers is advising China Real Estate Information Corporation (CRIC) in respect of a going-private transaction which will result in its being taken private by its controlling shareholder, E-House (China) Holdings Limited. Under the terms of the agreement and plan of merger, which was entered into on 28 December 2011 by and among CRIC, E-House and a newly formed subsidiary of E-House, each of CRIC’s ordinary shares will be converted into the right to receive US$1.75, without interest, and 0.6 E-House ordinary shares, except for shares held by E-House and certain other excluded parties, which will be canceled in the merger for no consideration. The transaction is expected to close around the middle of 2012 and is subject to customary closing conditions, including approval by CRIC’s shareholders. Partners David Roberts, Paul Scrivano, and Ke Geng are leading the transaction whilst Maples and Calder is serving as Cayman Islands legal advisor. Latham & Watkins, led by partners Tim FitzSimons and Mark Gerstein, is advising Credit Suisse Securities as exclusive financial advisor to the special committee whilst Shearman & Sterling is serving as US legal advisor to the special committee.

Paul Hastings has represented Samsung Electronics Co Ltd, a world leader in digital consumer electronics and information technology, in respect of the sale of its hard disk drive (HDD) operations to Seagate Technology plc, the world leader in hard disk drives and storage solutions. The transaction was announced on April 2011 and closed on 19 December 2011. The combined value of the transactions and agreements is approximately US$1.4 billion. Partners Matthew Berger, Scott Hataway, Michael Cohen and Pierre Kirch led the transaction.

Shearman & Sterling is advising Fujifilm Holdings Corporation (Fujifilm) in respect of its acquisition of SonoSite Inc in a transaction valued at approximately US$995 million. Fujifilm is the holding company of the Fujifilm Group, having three operating companies such as Fujifilm Corporation, Fuji Xerox Co Ltd and Toyama Chemical Co Ltd under its umbrella. The group’s priority business fields are medical/life sciences, graphic arts, documents such as office equipment/printing, optical devices such as camera phone lens units, highly functional materials such as LCD materials, and digital imaging. SonoSite is the innovator and world leader in bedside and point-of-care ultrasound and an industry leader in ultra high-frequency micro-ultrasound technology and impedance cardiography equipment. Partners Ken Lebrun, Clare O’Brien, John Cannon and Beau Buffier led the transaction.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel for Nestlé SA in respect of its acquisition of a 60 per cent stake in SGX-listed Hsu Fu Chi International Ltd (Hsu Fu Chi) for S$2.1 billion (US$1.63b). The transaction involved the acquisition of a 43.52 per cent interest from Hsu Fu Chi’s independent shareholders by way of a scheme of arrangement and a 16.48 per cent interest from the individual shareholders. This is possibly the second-largest foreign acquisition of a mainland firm in 2011, which involved the first scheme of arrangement undertaken by a Cayman Islands incorporated company listed on the main board of the SGX. Partners David Chong and Ho Ying Ming led the transaction.

Skadden, Arps, Slate, Meagher & Flom is representing China Three Gorges Corporation, a developer of hydropower projects, in respect of its acquisition of a 21 per cent stake in Engergias de Portugal SA (EDP). EDP operates in the area of electricity generation, supply and distribution, as well as the supply and distribution of gas. EDP is present in Portugal, Spain, France, Belgium, Poland, Romania, Brazil and the US. Partners Gregory Miao, Peter Huang and Douglas Nordlinger are leading the transaction.

Slaughter and May’s Hong Kong office is advising Swire Pacific Ltd and Swire Properties Ltd in respect of the proposed spin-off and separate listing by way of introduction on the HKSE of Swire Properties. Swire Properties is a wholly-owned subsidiary of Swire Pacific and is a leading developer, owner and operator of mixed use, principally commercial properties in Hong Kong and the PRC. The proposed listing of Swire Properties by way of introduction will be achieved by a distribution in specie by Swire Pacific of approximately 18 per cent of the issued share capital of Swire Properties to qualifying Swire Pacific shareholders. The listing document was issued on 21 December 2011. Dealings in Swire Properties shares are expected to commence on 18 January 2012. Partners Richard Thornhill and Lisa Chung are leading the transaction.

Stephenson Harwood has advised two separate company groups (an Indonesian media company and a conglomerate with plantation and palm oil businesses in Indonesia) in respect of the acquisition and financing of an Embraer Lineage 1000, the largest business jet in production with two General Electric CF34-10E7B engines. The acquisition was financed by the corporate jet arm of a US based specialist aviation house and will be managed by an Indonesian based aircraft management team. The aircraft was registered in the US through an owner trust structure, with the beneficial interest in the trust held by a BVI vehicle. Global head of aviation Paul Ng, Tejaswi Nimmagadda and Nikhil Jalan comprised the advisory team.

WongPartnership has acted for The Hongkong and Shanghai Banking Corporation Ltd and Oversea-Chinese Banking Corporation Ltd as joint arrangers and dealers in respect of United Engineers Ltd’s establishment of a S$500 million (US$385.65m) multicurrency MTN programme. Partner Hui Choon Yuen acted on the matter.

WongPartnership has also acted for K-REIT Asia Management Ltd, as manager and representative of K-REIT Asia, in K-REIT Asia’s fully underwritten 17-for-20 rights issue which raised gross proceeds of approximately S$985.7 million (US$760.3m) to part fund the acquisition of approximately 87.5 per cent equity interest of Ocean Properties Pte Ltd (OPPL) for a period of 99 years. OPPL owns Ocean Financial Centre, a Grade A office development which is one of the largest and newest premium office buildings in the central business district in Singapore. Partners Rachel Eng, Long Chee Shan and Karen Yeoh acted on the matter.