Deals – 5 September 2013

Allen & Gledhill has also advised Overseas Union Enterprise Ltd (OUE), as sponsor of OUE Hospitality Trust (OUE H-Trust), the manager of OUE Hospitality Real Estate Investment Trust (OUE H-REIT) and the trustee-manager of OUE Hospitality Business Trust (OUE H-BT), in respect of the real estate acquisition of Mandarin Orchard Singapore for S$1.18 billion (US$923.36m) and Mandarin Gallery for S$525 million (US$410.8m), and on the hotel master lease agreement of Mandarin Orchard Singapore with OUE. OUE H-Trust was listed on the SGX-ST on 25 July 2013. Partners Ho Kin San, Jerry Koh and Chua Bor Jern led the transaction.

Allen & Overy has advised Dutch development bank NederlanseFinancierings MaatschappijvoorOntwikkelingslanden (FMO), as part of a consortium which includes Hong Kong, Taiwanese and Korean banks, in respect of a US$90 million loan facility (subject to the exercise of a greenshoe option) to China Singyes Solar Technologies Holdings (Singyes), a professional renewable energy solution provider and building contractor. The loan is structured as A/B term-loan facilities, which comprise a US$25 million tranche provided by FMO with a maturity term of five years and a second tranche of US$65 million with a maturity term of three years. FMO and The Royal Bank of Scotland plc acted as joint mandated lead arrangers and book-runners. This is the first syndicated loan Singyes has raised since its listing in the HKSE and the second financing made by FMO in the China solar energy sector. The loan will be used primarily for developing Singyes’ projects in the China solar energy sector as well as capital expenditure and general working capital. Partner Roger Lui led the transaction whilst Appleby, led by partner Jeffrey Kirk, acted as Bermuda and British Virgin Islands counsel.

Allen & Overy has also advised ING Group in respect of the KRW1.84 trillion (US$1.67b) sale of its South Korean life insurance business, ING Life Korea, to private equity firm MBK Partners, South Korea’s largest private equity group. This will be South Korea’s largest ever insurance transaction. With 1.3 million customers, ING Life Korea is the largest foreign life insurer in the country. The terms of the deal allow ING Life Korea to continue to operate under the ING brand for the next five years. ING will also provide MBK with advice and other technical support for one year to help ensure a smooth transition. While subject to regulatory approval, the deal is expected to close later this year. Partner Gary McLean led the transaction.

AZB & Partners has advised Trent Ltd in respect of its acquisition from TVS Shriram Growth Fund I of approximately 1.8 million equity shares amounting to 24.95 percent of the share capital of Landmark Ltd. Partners Kalpana Merchant and Nandish Vyas led the transaction which was valued at US$15.2 million and was completed on 28 February 2013.

AZB & Partners has also advised International Finance Corporation (IFC), an international organisation which includes the Republic of India, in respect of its approximately US$55 million investment in Fortis Healthcare Ltd (FHL) by subscription to FHL’s 550 foreign currency convertible bonds with a face value of US$100,000 each for an approximate stake of 6.23 percent in FHL, a public limited company incorporated under the laws of India and listed on the BSE and NSE. FHL is engaged in providing healthcare services across Asia. Partner Gautam Saha led the transaction which was completed on 9 June 2013.

Davis Polk has advised the underwriters, comprising of Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, The Korea Development Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in respect of a US$500 million Schedule B debt offering of 2.875 percent notes due 2018 by Korea Finance Corporation. Korea Finance Corporation is a policy finance institution established by the Korean government to strengthen national competitiveness, promote job growth and contribute to the sound growth of the financial markets and national economy of the country. Partners Eugene C Gregor and John D Paton piloted the transaction. Korea Finance Corporation was advised by Cleary Gottlieb Steen & Hamilton as to US law and Kim & Chang as to Korean law.

Davis Polk has also advised The Hongkong and Shanghai Banking Corporation as underwriter in respect of a US$250 million Schedule B debt offering of 4 percent notes due 2016 by The Korea Development Bank (KDB). The notes are consolidated and form a single class of notes with KDB’s US$750 million 4 percent notes due 2016 issued on 9 March 2011. Partners Eugene C Gregor and John D Paton also led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and Kim & Chang as to Korean law.

DLA Piper has acted for China Southern Airlines (CSA) in respect of litigation in the English High Court where CSA was ultimately awarded US$28 million in damages and interest. The case stemmed from a US$46 million claim against CSA by Tigris International NV for damages arising from an agreement for the purchase of six Airbus A300 aircraft and five Pratt & Whitney engines for US$124 million. Due to an internal shareholder dispute of Tigris, CSA was able to deliver only one of the six aircrafts. To mitigate its loss, CSA sold the remaining five aircrafts to other purchasers. CSA counterclaimed for about US$37 million in losses arising from the failure of Tigris to pay for and take delivery of the undelivered aircrafts and engines, as well as other expenses. After a 10-day trial in the Commercial Court in London in June 2013, the court dismissed the claims against CSA, awarded US$28 million in damages and interest to CSA on its counterclaim, and declared that CSA was entitled to forfeit the US$10.5 million deposit paid by Tigris. Partner Kevin Chan led the transaction.

Khaitan & Co has advised Baring Private Equity Asia in respect of its acquisition of approximately 42 percent stake in Hexaware Technologies Ltd from the promoters of Hexaware and General Atlantic, followed by a mandatory open offer by Baring of an additional 26 percent of Hexaware to Hexaware’s public shareholders for approximately US$420 million. Baring is one of the largest and most established independent private equity firms in Asia and advises funds with a total committed capital of over US$5 billion. Partners Haigreve Khaitan and Ganesh Prasad led the transaction.

Khaitan & Co has also advised Arrow Electronics Inc in respect of the India leg of its 100 percent acquisition for approximately US$300 million of Computerlinks Group, which operates in Europe, North America, the Middle East and Asia (including India). Arrow Electronics is a global provider of products, services and solutions to industrial and commercial users of electronic components and enterprise computing solutions. Partner Rabindra Jhunjhunwala, with assistance from partner Abhishek Sharma, led the transaction.

Rajah & Tann has advised SGX-ST-listed China Minzhong Food Corporation Ltd, a leading integrated vegetable processor in the PRC, in respect of a secured term loan facility of up to US$150 million, which may be increased to not more than US$200 million if the syndication is oversubscribed. Partners Ng Sey Ming and Lee Weilin led the transaction which was completed on 6 August 2013. WongPartnership advised the lenders whilst King & Wood Mallesons also advised on PRC law.

Rajah & Tann has also advised Singapore bank in respect of the grant of a revolving loan facility of up to S$200 million (US$156.5m) to an SGX-ST-listed real estate company for its general working capital requirements. Partners Ng Sey Ming and Lee Weilin also led the transaction which was completed on 30 July 2013.

Rodyk has acted for Flipkart, one of India’s largest e-commerce retailers, in respect of its further fundraising worth US$195 million from several of its existing investors. This round of further capital investment is its largest to date. The company will use the new funding to strengthen its supply chain and develop its talent pool. Partner Gerald Singhamled, supported by partner Ray Chiang, led the transaction.

Rodyk is also acting for Diamante Holdings Ltd in respect of the acquisition of the commercial podium of Thong Sia Building at 30 Bideford Road Singapore 229922 for a consideration which takes into account the agreed property value of S$120 million (US$93.87m). The Commercial Podium consists of eight strata titled retail and office units in Thong Sia Building, a freehold mixed-use commercial and residential property. The acquisition will be by way of share purchase of the entire issued and paid-up share capital of Raffles Medical Management Pte Ltd, the sole owner of the Commercial Podium. Partners Evelyn Ang and Norman Ho are leading the transaction.

Shearman & Sterling is acting as US counsel to the Special Committee of the Board of Directors of Simcere Pharmaceutical Group in respect of Simcere’s going-private transaction which values its equity at approximately US$539.5 million. NYSE-listed Simcere is a leading pharmaceutical company specialising in the development, manufacturing, and marketing of branded and proprietary pharmaceuticals in China. Upon completion of the transaction, Simcere will be indirectly owned by members of the buyer group or their affiliates, which include Simcere chairman Jinsheng Ren and director and CEO Hongquan Liu, Hony Capital, Trustbridge Partners and Fosun Industrial Co Ltd, and Simcere’s ADSs will no longer be listed on the NYSE. Partner Paul Strecker is leading the transaction which is expected to close around the end of 2013. Maples and Calder, led by partner Greg Knowles, is acting as Cayman Islands counsel. Cleary Gottlieb Steen & Hamilton is acting as US advisor to the buyer group whilst Davis Polk & Wardwell is acting as US legal advisor to UBS AG, the special committee’s financial advisor.

Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of Soilbuild Business Space REIT (Soilbuild REIT) in respect of Soilbuild REIT’s listing and IPO on the SGX-ST which raised gross proceeds of S$626.7 million (US$490m). Soilbuild REIT offers the largest exposure to the business park segment compared to other SGX-ST-listed industrial REITs with the highest proportion of business park assets. Partners Tan Woon Hum and Andrea Ng led the transaction.

Simmons & Simmons has advised ONGC Videsh Ltd (OVL) in respect of the US$2.64 billion acquisition of the ten percent participating interest in the Rovuma Offshore Block in Mozambique (Area 1) from Anadarko Mocambique Area 1 Limitada (Anadarko), a wholly owned indirect subsidiary of Anadarko Petroleum Corporation. The acquisition marks ONGC’s second substantial acquisition of participating interest in Area 1. In June 2013, OVL and Oil India Ltd (OIL) entered into an agreement with Videocon Mauritius Energy Ltd to jointly acquire Videocon Mozambique Rovuma 1 Ltd, the company holding a ten percent participating interest in Area 1. The firm also advised OVL and OIL in that transaction. Partners Vivien Yang and Ian Wood led the transaction which is subject to the approvals of the Governments of Mozambique and India, relevant regulatory approvals, pre-emption rights and other customary conditions.

Weil, Gotshal & Manges has advised Apache Corporation in respect of the US$3.1 billion acquisition by China Petrochemical Corporation (Sinopec) of a one-third share of Apache’s daily Egyptian output of about 100,000 barrels of oil and 354 million cubic feet of natural gas. The acquisition does not include about US$1.2 billion of assets, such as working capital and inventory, associated with Apache’s Egyptian operations. Apache will retain a 67 percent stake in the operation and continue as the site operator. The sale leaves Apache with an unexpected surplus to its targeted US$4 billion assets sales announced in May as part of a plan to raise cash and rebalance its portfolio. Apache will use the cash to pay down debt to maintain its current credit ratings and buy back shares under a 30 million share repurchase authorisation, as well as fund future capital expenditures. The deal is the biggest Chinese investment in the Middle East region to date. Partner Steven Xiang led the transaction which is dependent on regulatory approval and is expected to close in the fourth quarter of this year. Sinopec was advised by Vinson & Elkins led by partners Tju Liang Chua and David Blumenthal.

WongPartnership has acted for Sembcorp Industries Ltd in respect of its maiden issue of S$200 million (US$156.5m) 5 percent subordinated perpetual securities under its S$2 billion (US$1.56b) multi-currency debt issuance programme. DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Oversea-Chinese Banking Corporation Ltd acted as the joint lead managers for the securities. Partners Colin Ong and Goh Gin Nee led the transaction.

WongPartnership is also acting for Profit Crest International Ltd in respect of the sale of its 350 million ordinary shares representing approximately 43.84 percent of the total issued share capital of SGX-listed Dukang Distillers Holdings Ltd for S$165.97 million (US$129.88m). Partners Andrew Ang, Audrey Chng and Christy Lim spearheaded the transaction.