Deals – 6 December 2012

Amarchand Mangaldas has advised PVR Ltd in respect of its preferential issue of equity shares amounting to INR260 crores (US$47.6m) to its promoters, existing investor L Capital and a new private equity investor Multiples Private Equity Fund (Multiples). Under the issue, Multiples will invest approximately INR153 crores (US$28m), L Capital would invest approximately INR82.3 crores (US$15m) and promoters would invest approximately INR25 crores (US$4.58m) in PVR Ltd. Post the above dilution, both Multiples and L Capital would own approximately 15.8 percent stake each whilst the promoters will hold 32 percent stake in PVR Ltd. Partner Shardul S Shroff, assisted by partner Akila Agrawal, led the transaction. AZB Partners, led by partner Ajay Behl, advised L Capital whilst Vaish Associates, led by partner Bomi Daruwala, advised Multiples.

Amarchand Mangaldas has also advised PVR Ltd in respect of its proposed acquisition of the entire 69.27 percent promoter stake in Cinemax India Ltd, through its wholly owned subsidiary Cine Hospitality Private Ltd, at a total consideration of INR394.97 crores (US$72.34m). The proposed acquisition has triggered an open offer on 29 November 2012 to the public shareholders of Cinemax India Ltd to acquire up to 26 percent stake in Cinemax India Ltd under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Assuming full acceptances, the transaction is valued at approximately INR543 crores (US$99.45m). Partner Shardul S Shroff also led the transaction. Wadia Ghandy & Co advised the Kanakia family, the promoters of Cinemax India Ltd.

AZB & Partners is advising HAV2 (Mauritius) Ltd in respect of its agreement to sell a part of its holdings in Trivitron Healthcare Private Ltd to Fidelity India Principals and FIL Capital Management (Mauritius) Ltd. Trivitron is a Chennai-based company involved in wholesale trading of medical technology devices and manufacturing of diagnostic reagents, imaging equipments and accessories. Partner Ashwin Ramanathan is leading the transaction which was signed on 20 October 2012 and is yet to be completed.

AZB & Partners has also advised HarperCollins Publishers Ltd in respect of its acquisition of the entire shareholding of Living Media India Ltd, its former joint venture partner, in HarperCollins Publishers India Ltd. Partner Shuva Mandal led the transaction which was completed on 29 November 2012.

Baker & McKenzie has acted as counsel to ETF Securities (HK) Ltd, a subsidiary of ETF Securities Group which is one of the leading independent providers of exchange-traded investment products and with expertise in commodities, in respect of the listing of three new Exchange Traded Funds (ETFs) designed to provide investors with exposure to precious metals. The new ETFs are ETFS Physical Gold ETF, ETFS Physical Silver ETF and ETFS Physical Platinum ETF, primarily backed by physical metals held in secure vaults and which closely correspond to the performance of the London PM Fix for gold, London Fix for silver and London PM Fix for platinum, respectively. The ETFs were listed on the HKSE on 28 November 2012. This is the first time that a suite of precious metal ETFs have been launched in Hong Kong that track the London fixing price for silver and platinum. Partner Martin Tam led the transaction, assisted by partners Pierre Chan and Karen Man.

Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firms in Singapore and Indonesia, have advised Medco Energi Internasional Tbk’s subsidiary, PT Medco Downstream Indonesia, in respect of its partial divestment of a 63.88 percent majority shareholding in PT Medco Sarana Kalibaru to Puma Energy (Singapore) Pte Ltd. Partner Chew Chin led the Baker & McKenzie.Wong & Leow team in Singapore whilst foreign legal consultant Norman Bissett led the Hadiputranto, Hadinoto & Partners team in Indonesia.

Clayton Utz is advising ASX-listed Ridley Corporation Ltd, Australia’s leading provider of high performance animal nutrition solutions and value-added solar salt, in respect of the sale of Cheetham Salt Ltd to Hong Kong based CK Life Sciences Int’l (Holdings) Inc for A$150 million (US$157.2m). The sale was announced on 29 November 2012. Partner Michael Linehan is leading the transaction.

Clayton Utz has also advised ASX-listed oil and gas exploration and production company Nido Petroleum Ltd in respect of its A$11.6 million (US$12.16m) placement to professional and sophisticated investors. The second tranche of the placement will be conditional upon shareholder approval. The firm is also advising Nido Petroleum Ltd on a proposed share purchase plan. The funds will be used for investment in the Galoc Phase II development. Partner Mark Paganin led the transaction.

Clifford Chance has advised Hong Kong Exchanges and Clearing Ltd (HKEx) in respect of two transactions to help fund its purchase of the London Metal Exchange (LME). The firm advised on its nearly US$1 billion equity placing. Deutsche Bank, HSBC and UBS were the placing agents. Partner Cherry Chan led the transaction. The firm also advised on its US$500 million 0.5 percent convertible bonds due 2017. Deutsche Bank, HSBC and UBS were the lead managers on the deal. The convertible bonds were listed on the HKSE on 24 October 2012. Partner Connie Heng led the transaction. US securities law advice on both transactions was provided by partner Crawford Brickley.

Clifford Chance has also advised the underwriters UBS, CITIC Securities Corporate Finance (HK) Ltd, JP Morgan and Deutsche Bank in respect of Zhengzhou Coal Mining Machinery Group Company Ltd’s IPO. The company sold 221,122,000 H shares, raising approximately US$296 million. Zhengzhou Coal Mining is a leading comprehensive coal mining and excavating equipment manufacturer in China. Partner Tim Wang led the transaction. Jia Yuan Law Offices advised the joint global coordinators, joint sponsors, joint bookrunners, joint lead managers and underwriters as to PRC law. Baker & McKenzie, led by partners Elsa Chan and Alexander Gomonov, acted as Hong Kong law, US law and Russian Federation law counsel to Zhengzhou Coal Mining Machinery Group Company Ltd whilst Zhong Lun Law Firm advised as to PRC law and Khaitan & Co advised as to India law.

CMS Hasche Sigle has advised JORDAHL GmbH in respect of its acquisition of the ABACUS Group which is comprised of a number of companies in Canada and in the USA, namely Continental Decon Inc, Western Studwelding Supply Inc, Decon USA Inc and AGM Industries Inc. Dr Eva Annett Grigoleit and Dr Igor Stenzel led the transaction.

Davis Polk has advised JP Morgan Securities LLC and Goldman Sachs (Asia) LLC as joint bookrunners and representatives of the underwriters in respect of the debut SEC-registered debt offering of Baidu Inc, including US$750 million 2.25 percent notes due 2017 and US$750 million 3.5 percent notes due 2022. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ Global Select Market. Partners James C Lin and John D Paton led the transaction. Baidu was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Han Kun Law Offices as to PRC law, Maples and Calder as to Cayman Islands law and British Virgin Islands law, and Li & Partners as to Hong Kong law.

Duane Morris & Selvam has advised Heineken NV in respect of its S$5.6 billion (US$4.6b) takeover bid for Asia Pacific Breweries Ltd (APBL), acquiring an additional 40 percent stake in the joint venture from its partner Fraser & Neave Ltd, a Singapore-based conglomerate. Heineken consolidated a controlling interest of approximately 95 percent in APBL for the Amsterdam-based brewer. The transaction, which closed on 15 November 2012, marks one of the largest of its kind in Singapore this year. Heineken will now launch a mandatory takeover offer of the remaining shares of APBL, for a total consideration of approximately S$640 million (US$523m). SGX-listed APBL has 25 breweries in 14 countries and brews a range of brands. The takeover allows Heineken to further expand its platform in markets throughout Asia, particularly in China. On September 28, Fraser & Neave’s shareholders approved the sale. On November 6, Singapore’s Competition Commission also approved the deal. Managing director Arfat Selvam led the transaction.

Freshfields Bruckhaus Deringer has advised Agricultural Bank of China (ABC) in respect of its inaugural dim sum bond issuance. ABC has issued RMB1 billion (US$160.5m) 3.2 percent bonds due 2015. The joint global coordinators for the transaction were Agricultural Bank of China Hong Kong Branch and ABC International. Together with eight other investment banks, they also acted as the joint lead managers and joint bookrunners. Partner Howard Lam led the transaction, supported by partner Andrew Heathcote.

Freshfields Bruckhaus Deringer is also acting for Boyu Capital in respect of its strategic investment in HKSE-listed Stelux Holdings International Ltd (Stelux) through the subscription for HK$371 million (US$47.87m) of unsecured convertible bonds issued by Stelux, one of the largest mid-end watch and optical retailers in Asia. Partner Simon Weller is leading the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised the Ministry of Finance of the Republic of Indonesia in respect of the issuance of international sovereign sukuk using an Ijara sale and lease back structure through Islamic global medium term notes (GMTN) program in foreign currency by Perusahaan Penerbit SBSN Indonesia III, a special purpose vehicle company owned by the Indonesian government for sovereign sukuk issuance. This is the first International sovereign sukuk using this structure through an Islamic GMTN program established by the Indonesian Government. Partners Indri Pramitaswari Guritno and Rambun Tjajo led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has also advised PT Perusahaan Listrik Negara, a state-owned electric utility company, in respect of a second global medium term notes (GMTN) program as a continuation of a program issued in September 2011. Both programs raised US$1 billion, the largest funds a company has ever raised in Indonesia to date. Partner Sri Indrastuti Hadiputranto led the transaction.

Khaitan & Co has advised EIH Associated Hotels Ltd in respect of its US$20.15 million rights issue. EIH owns, manages and operates five star deluxe and five star hotels in major tourist destinations throughout India. EIH Associated Hotels is an associate company of EIH Ltd, the flagship company of The Oberoi Group, one of the largest and most well-known hospitality groups in India. Partner Vibhava Sawant acted on the transaction.

Khaitan & Co has also advised Mahindra Satyam in respect of the launch of a joint venture in association with SBI Holdings Inc Japan. The joint venture is aimed at investing in information, communications and technology companies globally. The size of the proposed joint venture will be US$50 million with equal contribution from both parties. Mahindra Satyam is a leading global ICT company and is part of the Mahindra Group. Senior partner Ravi Kulkarni and partner Vaishali Sharma acted on the transaction.

King & Wood Mallesons has acted as Australian counsel for joint lead underwriters Citigroup Global Markets Canada Inc and Macquarie Capital Markets Canada Ltd in respect of OceanaGold Corporation’s (Oceana) approximately C$93 million (US$93.8m) placement and prospectus offering of shares listed on the TSX and CDIs listed on the ASX. Oceana will use the net proceeds from the offer to reduce outstanding debt and to provide balance sheet and operating flexibility. Partners David Friedlander and David Eliakim led the transaction whilst Stikeman Elliott acted as Canadian counsel and Dorsey & Whitney acted as US counsel. Fasken Martineau acted as Canadian counsel, Allens Linklaters acted as Australian counsel and Sullivan Cromwell acted as US counsel for Oceana.

Paul Hastings has represented COSCO Finance (2011) Ltd, a wholly-owned subsidiary of HKSE listed China COSCO Holdings Company Ltd, in respect of its issuance of credit enhanced US$-denominated bonds in the aggregate principal amount of US$1 billion. Payments in respect of the bonds have the benefit of an irrevocable standby letter of credit denominated in RMB and issued by Bank of China Ltd Beijing Branch. China COSCO has also provided certain undertakings under a keepwell deed. BOCI Asia Ltd acted as sole global coordinator, joint lead manager and joint bookrunner whilst The Hongkong and Shanghai Banking Corporation Ltd acted as joint lead manager and joint bookrunner. The bonds, which will mature in 2022, have an interest rate of 4 percent per annum. COSCO Finance plans to use the net proceeds of the bonds to on-lend to China COSCO’s offshore subsidiaries and affiliates for general corporate purposes. Partners Raymond Li, Vivian Lam and Christian Parker led the transaction.

Paul Hastings has also represented Xinyuan Real Estate Co, a Beijing-based company that is listed on the NYSE, in respect of its US$54 million acquisition of a parcel of land at 421 Kent Avenue, Williamsburg, New York City. The site was acquired from an entity controlled by New York real estate investor Richard Kalikow. For its first development in the US, Xinyuan Real Estate Co plans to build a residential condominium building. Partner Eric Landau led the transaction.

Rajah & Tann has acted as Singapore counsel to Beijing Capital Land Ltd (BCL) in respect of its subsidiary guarantor in connection with the RMB2 billion (US$321m) 7.6 percent guaranteed bonds due 2015 issued by its subsidiary, Central Plaza Development Ltd (CPD). The Beijing Capital Land group is a leading integrated property developer in China. The Hong Kong and Shanghai Banking Corporation Ltd (HSBC) and Goldman Sachs (Asia) LLC acted as joint lead managers whilst HSBC also acted as trustee. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 29 November 2012. Clifford Chance (Hong Kong) advised Central Plaza Development Ltd, BCL and subsidiary guarantors as to Hong Kong law whilst JunZeJun Law Offices advised CPD and BCL as to PRC law. Conyers Dill & Pearman advised CPD and subsidiary guarantors as to British Virgin Islands law whilst Clark Gittens Farmer advised a subsidiary guarantor as to Barbadian law. Linklaters advised the joint lead manager and trustee as to Hong Kong law whilst Commerce & Finance Law Offices advised the joint lead managers as to PRC law.

Rajah & Tann is also advising Dragon Harbour Ventures Ltd in respect of its voluntary conditional cash offer for all the issued and paid-up ordinary shares in SGX listed China Farm Equipment Ltd, company which is principally engaged in the manufacture and sale of combine harvesters, plough machines and diesel engines. Based on the offer price of S$0.28 (US$0.23) per share, the offer values the target at S$67.76 million (US$55.6m). Partner Chia Kim Huat and Danny Lim led the transaction. Stamford Law Corporation is advising China Farm Equipment Ltd.

Shearman & Sterling has advised Chinese real estate developer Future Land Development Holdings Ltd in respect of the HK$2.06 billion (US$265m) primary listing and global offering on the HKSE. Founded in 1996, Future Land is a leading property developer headquartered in Shanghai, China, focusing primarily on the development of quality residential properties and mixed-use complex projects. Future Land becomes the second real estate developer to complete the IPO on the HKSE so far this year. Partners Colin Law and Matthew Bersani led the transaction.

Shearman & Sterling and Gilbert + Tobin have advised Sundance Resources Ltd in respect of the mining convention signed on 29 November 2012 by its subsidiary Cam Iron with the State of Cameroon concerning the Mbalam/Nabeba project. Located both in Cameroon (Mbalam) and Congo (Nabeba), the project, with a total value estimated over US$4.5 billion, is one of the largest and most complex integrated mining and transportation infrastructure projects in Africa to date. It will include the construction of a deep sea port terminal and more than 500 km railway to transport the iron ore extracted from the mine. The mining convention sets out the legal, tax, financial terms and conditions under which Cam Iron will develop and operate its mine, rail and port in Cameroon. Shearman & Sterling Paris and London based teams were led by partner Christophe Asselineau. Sundance Resources was jointly advised by Gibert + Tobin, led by partner Michael Blakiston. The Government of the Republic of Cameroon was advised by US firm Patton Boggs and French firm Gide Loyrette Nouel.

Shook Lin & Bok has acted for UBS AG Singapore Branch, the independent financial advisor to the independent directors of Asia Pacific Breweries Ltd (APB), in respect of Heineken International BV’s (Heineken) mandatory unconditional cash offer for all the ordinary shares in the issued and paid-up capital of APB other than those already owned, controlled or agreed to be acquired by Heineken and its related corporations. The total consideration to be paid by Heineken for APB would be approximately S$7.9 billion (US$6.48m) at the close of the offer, if all the relevant APB shares are tendered in the offer. Partners Michelle Phang and Ho Ying Ming led the transaction.

Shook Lin & Bok has also acted for Sengkang Mall Ltd in respect of the successful tender by Gemshine Investments (S) Pte Ltd, a joint venture company formed between Frasers Centrepoint Ltd and Prudential UK’s Asia Property Fund, for Sengkang Mall’s five special purpose vehicles which collectively own the 134 retail strata units comprising Compass Point shopping mall amounting to S$519 million (US$425.7m). The sale proceeds were used towards a full redemption of the S$201 million (US$164.8m) of senior bonds and S$134 million (US$110m) of junior bonds which were due in November 2012. This is one of the rare instances where a suburban shopping mall in Singapore is put up for sale. Partner Marilyn See led the transaction.

Sullivan & Cromwell has represented Goldman Sachs in respect of its sale of 600 million ordinary shares of HKSE-listed Geely Automobile Holdings Ltd for a total purchase price of US$254 million. Partners Michael DeSombre and Robert Schlein led the transaction which was announced on 28 November 2012.

Walkers has acted as Cayman Islands counsel to Shui On Land Ltd in respect of the issuance of US$500 million senior perpetual capital securities due 2017 by Shui On Development. The net proceed of US$488 million will be used for funding capital expenditures related to the group’s real estate operations and/or acquire, develop, construct or improve assets, real or personal property or equipment or repay existing indebtedness. Partner Ashley Davies led the transaction.

Wong & Partners and Hadiputranto, Hadinoto & Partners and, Baker & McKenzie International’s member firms in Malaysia and Indonesia, respectively, have advised Fumakilla Ltd, a Japan-based chemical manufacturing company, in respect of the acquisition of a 70 percent equity interest in Technopia Sdn Bhd and a 70 percent equity interest in PT Technopia Jakarta, both subsidiaries of Bursa Malaysia listed Texchem Resources Berhad. The new partnership will involve the transfer of technology and the availability of financial and human resources from Fumakilla. Partner Munir Abdul Aziz led the Wong & Partners team in Malaysia whilst foreign legal consultant Mark Innis led the Hadiputranto, Hadinoto & Partners team in Indonesia.

WongPartnership has acted for Willas-Array Electronics (Holdings) Ltd in respect of a joint venture with GMI Technology Inc to jointly invest in a new company, GW Electronics Company Ltd, for the purpose of, inter alia, engaging in the distribution of electronics components in the PRC and Hong Kong. Partners Mark Choy and Tan Sue-Lynn led the transaction.

WongPartnership is also acting for the Singapore Branch of the Canadian Imperial Bank of Commerce in respect of the disposal of its Singapore based private wealth management business to the Singapore Branch of the Bank of Montreal. Partners Chan Sing Yee, Elaine Chan and Chua Sui Tong led the transaction.