Deals – 6 August 2009

Allen & Gledhill LLP has also acted for Oiltanking Odfjell Terminal Singapore Pte Ltd (OOTS) in connection with the company’s signing of a S$200 million (approx US$139.5m) syndicated term loan facility with original lenders and mandated lead arrangers DBS Bank Ltd, Calyon and Oversea-Chinese Banking Corporation Limited. Proceeds from the six year facility, which was signed on 22 June 2009, will be used to refinance existing loans and to finance the construction and development of OOTS’ expansion project on Jurong Island. Partners Julie Sim and Tan Yah Piang led the firm’s advisory team.

Allen & Overy LLP has advised the Republic of Indonesia in respect of its issuance of ¥35 billion (US$374m) 10-year Samurai bonds. The yen-denominated bonds carry a guarantee from the government-backed Japan Bank for International Cooperation (JBIC), the international arm of Japan Finance Corporation, which had earlier signed an agreement with the Indonesian Government to guarantee up to US$1.5 billion in Samurai bonds to support the country’s budget and help it diversify its funding channels. Distributed through a private placement to Japanese resident Qualified Institutional Investors arranged by Nomura Securities, Daiwa Securities SMBC and Mitsubishi UFJ Securities, the bonds are the first guaranteed sovereign samurai bonds ever issued. Tokyo-based partner Norifusa Hashimot and Singapore-based partner Ken Aboud advised on the issuance.

AZB & Partners has advised Matrix Partners India Investment Holdings LLC (Matrix), a registered foreign venture capital institution with the Securities and Exchange Board of India, in connection with its recent investment in FIITJEE Ltd, a provider of training for IIT-JEE, AIEEE, other engineering and medical entrance examinations and competitive examinations such as SAT, NTSE, GMAT, GRE. Valued at approximately INR 100 Crores (approx US$21m), the investment was made by way of subscription to equity shares with differential rights and compulsorily convertible preference shares. Matrix has also acquired rights in the subsidiaries of FIITJEE Limited. Partner Abhijit Joshi led the firm’s team.

AZB & Partners has also represented Chloride Group Plc, UK in relation to its acquisition of around 35 percent of the share capital in its Indian shareholder DB Power Electronics Private Limited. Partner Hardeep Sachdeva led the transaction, which was closed on 22 July 2009 at a value of approximately INR 100 Crores (approx US$21m).

In addition, AZB & Partners has also acted as Indian counsel to the Microsoft Corporation, USA in relation to the sale of 100 percent of its share capital in Green Field Online Private Limited, which was engaged in the ISS business of Green Field Online Canada, to Tonula plc. Completed on 15 July 2009, the sale was valued at approximately US$40 million. Partner Hardeep Sachdeva led the firm’s advisory team, whilst Perkins Coie acted as Microsoft’s global counsel. Norton Rose and ELP advised Tonula plc as global counsel and Indian counsel respectively.

Clayton Utz has advised the AquaSure consortium – comprised of Thiess, Degrémont, Suez Environnement and Macquarie Capital Group – in respect of its bid for the Victorian Desalination Project. Following the successful A$3.5 billion bid (approx US$2.95b), the consortium will now finance, design, construct, operate and maintain the reverse-osmosis desalination plant and its associated transfer pipeline. Allens Arthur Robinson (Allens) has acted for Thiess, one of Australia’s largest construction and services companies, and Degrémont, a world leader in desalination technology, in connection with their roles in the consortium. The desalination project is one of the largest Public Private Partnerships on a global scale, whilst nationally it will create Australia’s biggest desalination plant capable of providing around a third of Melbourne’s annual water supply. On behalf of Clayton Utz, projects partners Dan Fitts, Marcus Davenport and Naomi Kelly advised on the project documentation while debt finance partner Simon Irvine and corporate partner Brendan Groves were also involved. The Allens team, which included lawyers from its Sydney and Brisbane offices, was led by partner Leighton O’Brien with partners Ren Niemann, Malcolm Stephens and John Greig also advising.

Hogan & Hartson LLP has advised GCL-Poly Energy Holdings Limited (GCL-Poly), a leading integrated green energy company in the PRC, in relation to its 100 percent equity interest acquisition of Jiangsu Zhongneng Polysilicon Technology Development Co Ltd, one of the world’s leading suppliers of polysilicon and wafers to companies operating in the solar industry. Completed on 31 July 2009 the transaction is valued at US$3.4 billion, making it the largest Chinese M&A deal to date. The acquisition also results in GCL-Poly becoming one of the world’s five largest polysilicon suppliers. The firm’s advisory team was led by Hong Kong-based partner Gordon Ng.

Indochine Counsel has acted for SEAF Blue Waters Growth Fund (SEAF BWGF), a Vietnam-focused equity fund managed by Small Enterprise Assistant Funds, in connection with an equity-linked debt investment of US$1.7 million through subscription of convertible bonds to be issued by Hoa Binh Corporation (HBC). A Vietnamese leading assembler and distributor of generators and agricultural and construction equipments, HBC is a distributor of power products for Honda, Kubota, Iveco and other international brands. The deal was successfully closed on 24 July 2009.

Khaitan & Co has advised AAA United BV (AAA) in relation to its acquisition of shares in Bombay Rayon Fashions Limited, India (Bombay), one of India’s largest, vertically integrated textile groups which is engaged in the manufacturing, export and distribution of high-end designer fabrics and garments. The acquisition, conducted through an open offer process, consisted of a preferential allotment of 18 million equity shares which represented 20.67 percent of the emerging share capital of Bombay. Completed on 8 July 2009, the deal was valued at US$68 million. Partner Arindam Ghosh led the firm’s team.

Khaitan & Co has also represented the sole debt arranger, L&T Infrastructure Finance Company Limited, and a syndicate of seven lenders – Bank of Baroda, Bank of India, Corporation Bank, Dena Bank, L&T Infrastructure Finance Company Limited, Punjab National Bank and State Bank of Hyderabad (the lenders) – in relation to US$97 million in project financing provided by the lenders to ETA for pan–India container train operations. ETA is primarily engaged in the field of centralised air conditioning systems and electrical and air conditioning installations. Emirates Trading Agency LLC, Dubai acted as sponsor in respect of the loan. Amongst other things, ETA will utilise the Rupee Term Loan and the sponsor’s equity contribution to set-up inland container depots at Borkhedi, Nagpur and Asaoti, Haryana. Partner Upendra Joshi advised.

Finally, Khaitan & Co has acted as Indian counsel to Shree Renuka Sugars Limited in relation to its Qualified Institutional Placement of equity shares, valued at approximately US$103 million. Senior partner Ravi Kulkarni and partners V S Wahi and Nikhilesh Panchal were involved.

KhattarWong has acted for Swing Media Technology, a company that manufactures and supplies data storage media and other computer peripherals, in respect of its issuance of unsecured 18 percent convertible bonds in an aggregate principal amount of S$3.1 million (approx US$2.16m). The convertible bonds are due three years from the date of issue. Partner Lawrence Wong from the firm’s Corporate and Securities Laws department led the team in advising on this transaction.

Latham & Watkins has advised Indonesian state oil and gas company PT Pertamina in respect of a US$400 million dual tranche dollar-denominated loan from a syndicate of sixteen local and international banks. Three times oversubscribed, the loan has a maturity period of three years, including a six month grace period, and attracts interest of 3.18 percentage points over the London interbank offered rate (LIBOR). The financing will be used by the company to fund future oil and gas projects in Indonesia. Citibank N.A was the coordinating lead arranger for the transaction, with the syndicate of lenders also including ANZ Panin Bank, Bank of Tokyo-Mitsubishi UFJ Ltd, BNP Paribas, Bank Rakyat Indonesia, Sumitomo Mitsui Banking Corporation, Bank Central Asia, Oversease-Chinese Banking Corporation Limited, Bank Mizuho Indonesia, Bank PAN Indonesia, HSBC, Chinatrust Commercial Bank Co Ltd, CALYON, CIMB Bank Berhad, Natixis, and Qatar National Bank SAQ. Singapore partner Clarinda Tjia-Dharmadi led the firm’s team in advising on the financing, with London-based partner Sean Finn providing tax advice.

Latham & Watkins has also acted for Sterlite Industries (India) Limited, one of India’s largest non-ferrous metals and mining companies, in respect of its US$1.6 billion follow-on issuance of NYSE-listed American Depositary Shares (ADSs). The issuance involved the initial sale of more than 123 million shares, followed by an over-allotment option of more than 8 million ADSs. The firm’s corporate team was led by Singapore partners Michael Sturrock and Rajiv Gupta, with New York-based partner Jiyeon Lee-Lim providing tax advice.

Finally, Latham & Watkins has recently advised on three top-up placings by Hong Kong-listed companies, all announced in the penultimate week of July.
• The firm advised Franshion Properties (China) Limited in connection with the placing of 768.9 million existing shares and the subscription of over 461 million new shares. Deutsche Bank and Citigroup acted as placing agents to the transaction, which raised approximately HK$1.94 billion (approx US$250.2m). Hong Kong corporate partners Cathy Yeung and Eugene Lee led the firm’s team.
• The firm represented placement agents Deutsche Bank and Credit Suisse in connection with the placing of 600 million existing shares and the subscription of 400 million new shares in Fushan International Energy Group Limited. The offering raised approximately HK$2.63 billion (approx US$339.3m). Corporate partners William Woo and Eugene Lee provided advice.
• The firm acted as counsel to Macquarie Capital Securities Limited as placement agent in relation to the placing of over 93.46 million existing shares and the subscription of 62 million new shares in Wasion Group Holdings Limited. The offering raised approximately HK$654 million (approx US$84.3m). Corporate partners William Woo and Eugene Lee again advised.

Mallesons Stephen Jaques has represented the National Australia Bank (NAB) in respect of its private wealth management alliance with Goldman Sachs JBWere (GSJBW), which has been advised by Minter Ellison. Under the terms of the strategic alliance, NAB acquires 80.1 percent of GSJBW’s private wealth management business in Australia and New Zealand, which will be branded JBWere. From Mallesons, Melbourne M&A partners Craig Semple, Diana Nicholson and Jonathan Hamer led the firm’s team in advising on the acquisition, including relevant financial regulatory matters. Melbourne-based partners Jeremy Blackshaw, Bart Oude-Vrielink, Ben Liu and Oliver Barrett led Minter Ellison’s Australian team whilst Cathy Quinn and Lloyd Kavanagh led the firm’s team in Auckland.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Ericsson in respect of its bid to purchase Nortel Networks’ CDMA and LTE businesses. The company was successful in its US$1.13 billion bid following the completion of a 12-hour bankruptcy auction on 25 July 2009. Nokia Siemens Networks ultimately proved unable to top the bid, which the US and Canadian Bankruptcy Courts have since approved on July 28. The acquisition places Ericsson in a strong technology position with respect to next generation wireless networks. New York-based corporate partners Marilyn Sobel and Jeffrey Marell and bankruptcy partner Stephen Shimshak led the firm’s team, with Hong Kong-based corporate partner Jeanette Chan also involved.

Tay & Partners has represented OSK Investment Bank Berhad as the arranger and underwriter for Handal Resources Berhad’s IPO in Malaysia. The oil & gas company is a service provider for renowned producers and explorers such as Petronas, ExxonMobil, Shell and Talisman. Following its listing on the 30th July 2009, Handal has become the third company to be listed on Malaysian Stock Exchange in 2009. Partner Ronald Tan led the firm’s advisory team.

Watson, Farley & Williams LLP has advised Galoc Production Company WLL (Galoc) in connection with the acquisition of additional participating interests in the Galoc oil field in the Philippines. The acquisition from two Philippine listed companies, Alcorn Gold Resources Corp (APM) and PetroEnergy Resources Corp (PERC), of 1.53 percent and 1.03 percent of participating interests respectively, occurred after the consortium operating the oil field agreed to raise its stake in the field to 59.8 percent. The Galoc oil field is the Philippines’ only major oil development in nearly two decades, and has produced around 2 million barrels of light sweet crude since extending testing in the last quarter of 2008. Partner Marcus Gordon led the transaction.

White & Case LLP has advised Deutsche Bank AG, Singapore Branch as the sole dealer manager in a fixed-price tender offer and consent solicitation by SRE Group Limited (formerly known as Shanghai Real Estate Limited). The SRE Group, a real estate development company specialising in property and land development and building construction, launched the all-cash tender offer and consent solicitation in early June for its 8.625 percent guaranteed senior notes due 2013. Approximately 79.1 percent of the note holders delivered their consents, and 64.3 percent tendered their notes, as of the expiration of the offer and consent solicitation which were funded from the proceeds of a top-up equity placement and issuance of convertible bonds. Partner Anna-Marie Slot led the firm’s advisory team with assistance from New York-based partner Ray Simon.

WongPartnership LLP has acted for Olam International Limited (Olam) in relation to its placement of over 273.4 million shares in the company’s capital to Breedens Investments Pte Ltd and Aranda Investments Pte Ltd, both indirect wholly-owned subsidiaries of Temasek Holdings (Private) Limited (Temasek). The placement, with an issue price of S$1.60 per share, raised gross proceeds of approximately S$437.5 million (approx US$305m) and marks the first investment by Temasek in a company listed on the SGX-ST since January 2007. Partners Rachel Eng and Long Chee Shan led the transaction.