Deals – 6 January 2011

Allen & Gledhill LLP has also acted as Singapore law counsel for Amtek Engineering Ltd (AEL) in respect of Metcomp Holdings’ IPO of 36.8 per cent of its shareholding interest in AEL in conjunction with AEL’s listing on the SGX-ST. The IPO raised total proceeds of S$260 million (US$201m). The joint global coordinators and joint issue managers were Credit Suisse (Singapore) Limited and Morgan Stanley Asia (Singapore) Pte who, together with Standard Chartered Securities (Singapore) Pte Limited, were also the joint lead managers, joint bookrunners and joint underwriters of the issue. Partners Leonard Ching and Bin Wern Sern led the transaction. Another team led by Partner Prawiro Widjaja provided Singapore law advice to Metcomp Holdings.

Amarchand & Mangaldas has advised JSW Steel in respect of its acquisition of 45.53 per cent of the equity of Ispat Industries Limited (Ispat) by way of a preferential allotment for a total consideration of Rs2157 crores (US$476.1m). The acquisition is to infuse funds into Ispat to revive its operations, implement its integration projects and meet its financial obligations. Pursuant to the same, JSW Steel is required to make an open offer in terms of the SEBI regulations. After the open offer process, JSW Steel is expected to hold approximately 53.58 per cent of the fully diluted equity capital of Ispat, assuming full acceptances. Managing partner Cyril Shroff, senior partner L Vishwanathan and partner Nivedita Rao led the transaction. Ispat was advised by Economic Law Practice.

Amarchand & Mangaldas has also advised Natixis Global Asset Management Company (Natixis Global) in respect of the acquisition of a 25 per cent stake in IDFC Asset Management Company and IDFC Trustee Company, subject to receipt of necessary regulatory approvals. The advisors to Natixis Global were Nomura and Ernst & Young whilst Desai & Diwanji advised IDFC Asset Management Company. The deal, which was signed on 16 December 2010, was led by senior partner Vandana Shroff.

AZB & Partners has advised the underwriters (composed of Enam Securities Private Limited, Edelweiss Capital Limited, JM Financial Consultants Private Limited, ICICI Securities Limited, Edelweiss Securities Limited and JM Financial Services Private Limited) in respect of the public issue of about 12.63 million equity shares of Claris Lifesciences Limited for cash amounting to approximately INR3 billion (US$67m). The transaction, which was completed on 20 December 2010, was led by partners Zia Mody and Kaushik Mukherjee.

AZB & Partners is also acting as domestic counsel for SBI Capital Markets Limited in respect of the public issue by VRL Logistics Limited of approximately 23.5 million equity shares. Partner Shameek Chaudhuri is leading the transaction.

Baker & McKenzie has advised Australian marketing services provider Salmat Limited (Salmat) in respect of an agreement to buy digital and interactive businesses from Photon Group Limited, a marketing and communication services provider, for a cash consideration of A$75.3 million (US$75m), with an additional A$15.7 million (US$15.6m) capped performance hurdle payment to be made, based on achievement of agreed performance milestones by 30 June 2011. The agreement was announced on 22 December 2010. Partner Ben McLaughlin led the transaction.

Blake Dawson has advised Atlas Iron Limited (Atlas) in respect of its recommended scrip takeover bid for Giralia Resources NL. The implied offer price of A$4.57 (US$4.60) per Giralia share represents a 52.9 per cent premium to the closing price of Giralia shares on the day prior to announcement. All of the Giralia directors have entered into pre-bid agreements with Atlas in respect of all of the shares they own, representing approximately 7.5 per cent of Giralia’s shares. The firm’s team was led by corporate partner Murray Wheater.

Clayton Utz has advised Bilfinger Berger in respect of the A$1 billion (US$997.7m) sale of its iconic Australian construction business, Valemus. Corporate partner Stuart Byrne and partners David Landy and Simon Truskett led the transaction.

Clifford Chance has advised Bank of America Merrill Lynch, BOC International, HSBC and UBS as joint lead managers and bookrunners in respect of the RMB1.38 billion (US$209m) bond issue by Galaxy Entertainment Group Limited. The transaction represents the first issue of a high-yield “dim sum” bond issue in Hong Kong. Capital markets consultant Matt Fairclough led the transaction.

Dechert Hong Kong has acted as Hong Kong counsel to Manulife Asset Management (Hong Kong) Limited as investment manager in respect of the establishment and authorisation in Hong Kong of a China A Share equity fund, and a US$-denominated RMB Bond fund, both sub-funds of a Cayman island-domiciled segregated portfolio company which invest in the PRC domestic market via Manulife’s own QFII license. The funds fulfilled the company’s US$200 million QFII quota. Partner Angelyn Lim led the transaction.

Freshfields Bruckhaus Deringer has advised China based property developer Shui On Development (Holding) Limited (Shui On Development) in respect of the issue of RMB3 billion (US$450m) three-year RMB denominated US$ settled senior notes. The parent guarantor for the issue is HKSE-listed Shui On Land Limited. The deal marks the first time a property company has sold an offshore RMB-denominated bond. Shui On Development is also the first issuer to sell a synthetic offshore RMB bond in the public market. Deutsche Bank AG, Standard Chartered Bank and UBS AG are the joint bookrunners of the issue whilst Barclays Capital and BNP Paribas are the co-managers. The firm’s team was led by US corporate partner Calvin Lai.

Herbert Smith has advised China Shenhua Energy Company Limited, China’s biggest coal producer, in respect of the acquisition of various mining companies and assets from its controlling shareholder Shenhua Group Company Limited. The total consideration for these transactions was approximately RMB8.7 billion (US$1.3b). The firm’s team was led by Beijing corporate partner Tom Chau whilst DeHeng Law Office acted as PRC counsel.

Herbert Smith has also advised the underwriters in respect of the H-share rights issue by Industrial and Commercial Bank of China (ICBC), the largest commercial bank and listed lender in Mainland China. BOC International, BNP Paribas, ICBC International and UBS were the joint lead underwriters whilst Bank of America Merrill Lynch, Credit Suisse, HSBC and Nomura were the co-lead underwriters of the issue. The rights issue will raise approximately HK$52 billion (US$6.75b) through the issue of 3.73 billion H-shares and 11.29 billion A-shares. Corporate partner Tom Chau led the transaction on the Hong Kong law aspects whilst the US team was led by corporate partner Kevin Roy.

Hogan Lovells is advising Citi Infrastructure Investors, a global infrastructure fund under the Citigroup brand, in respect of its US$1.5 billion acquisition, together with one of its major investors, of a majority stake in DP World’s Australian shipping terminal operator businesses. The deal was announced on 22 December 2010. As part of the transaction, DP World will also enter into a long term management services agreement to continue providing management services to the terminals. The completion of the transaction is subject to clearance from the relevant regulatory authorities. The firm’s team was led by corporate partner Ben Higson whilst Mallesons Stephen Jacques provided Australian law advice.

INDUSLAW has represented Bangalore-based integrated logistics service provider Siesta Logistics Corporation, a subsidiary of the Siesta Group, in respect of the sale of its minority stake for US$10 million to UK based fund Ashmore Alchemy. The capital infusion will be used to expand the company’s presence in both the domestic and international markets. Partner Srinivas Katta led the transactions.

Jones Day’s Hong Kong and Singapore offices have acted for Indonesia-based property developer PT Bumi Serpong Damai Tbk (BSD) in respect of its US$550 million rights offering which closed on 21 December 2010. The rights offering was used to finance BSD’s purchase of shares in PT Duta Pertiwi Tbk, PT Sinar Mas Wisesa and PT Sinar Mas Teladan. The transaction will diversify BSD’s business beyond the primarily residential developments in its integrated city, BSD City, outside Jakarta. The firm’s team was led by David Neuville and Joseph Bauerschmidt.

Khaitan & Co has advised Bay Capital Investments Ltd (Bay Capital), formerly known as Indus Hospitality Fund Ltd, in respect of the acquisition of an 18.8 per cent stake in Sterling Holiday Resorts (India) Limited by way of preferential allotment. The acquisition required Bay Capital to make a mandatory open offer under the SEBI Regulations 1997 and subsequent amendments thereto. Bay Capital thus made an open offer to acquire further 20.25 per cent stake from the public shareholders. Total transaction value was US$14.05 million. Partners Murali Neelakantan and Arindam Ghosh led the transaction.

Khaitan & Co has also advised Leighton Contractors India Pvt. Ltd (Leighton) in respect of its 26 per cent investment in Vizag General Cargo Berth Private Limited (Vizag), a company involved in mechanisation of coal handling facilities and other upgrades at the Visakhapatnam Port, undertaken on a PPP model. The initial value of the project is estimated at US$147 million. Partner Amitabh Sharma led the transaction.

Kim & Chang has represented Ulsan Harbor Bridge Co Ltd (Ulsan Harbor) and ten other construction companies, including Hyundai Construction and Engineering Co Ltd, in respect of the project financing for the Build-to-Lease project that involves construction of two roads to be composed of tunnels and bridges in Ulsan area. Ulsan Harbor, as the operator, entered into a contract with Kookmin Bank, as the financing bank, to finance KRW 300 billion (US$265.4m). Young Kyun Cho and Geon Ho Kim led the transaction.

Latham & Watkins has advised the underwriters, including BOCI, the sole global coordinator, joint bookrunner and joint lead manager, BofA Merrill Lynch, Credit Suisse, ICBC International and CCB International, the other joint bookrunners and joint lead managers, and RBS and Haitong International, the other joint lead managers, in respect of the H share rights issue of Bank of China Limited (BOC). BOC completed its A share rights issue of 17.7 billion A rights shares on 18 November 2010 and its H share rights issue of 7.6 billion H rights shares on 14 December 2010. Total gross proceeds raised from the issue were approximately US$8.91 billion. Partners Michael Liu and William Woo led the transaction. King & Wood, led by Yang Xiaolei and Zhou Ning, also acted as BOC’s legal advisor on both the A and H shares rights issue.

Lee & Ko has represented Pocheon Power Co Ltd. as the borrower and Daelim Industrial Co Ltd as the main sponsor in respect of the project financing of the Pocheon 1560 MW LNG-fired combined cycle power plant project located at Chudong-ri, Changsoo-myon, Pocheon-Si, Kyunggi-Do. The total project cost is approximately KRW1.44 trillion (US$1.2b). The financing documents were signed on 29 December 2010. The deal was led by Dong Eun Kim.

Llinks has advised TPK Holding Co Ltd (TPK Holding) and Airtac International Group (Airtac) as foreign issuers in respect of their primary listing on the TSE on 29 October and 13 December 2010. Cayman Island registered TPK Holding is indirectly holding and controlling four subsidiaries in Xiamen, China, with their touch components businesses. Airtac, also registered in Cayman Island and engaged in the automation industry, is indirectly holding and controlling three subsidiaries in Ningbo, Guangzhou and Shanghai, China. Maples and Calder provided Cayman Island law advice to Airtac whilst LCS & Partners acted as Taiwan counsel. Yuanta Securities Limited was the sole underwriter. Maples and Calder also advised Integrated Memory Logic Limited and TPK Holding Co, the first and second non-Taiwanese issuers listed on the TSE.

Mayer Brown JSM has acted for Chinese clothing retailer Trinity Limited in respect of its acquisition of Cerruti Holdings, owner of Cerruti brand (an international brand name for luxury menswear apparels founded in Italy in 1881) for a total consideration of approximately €52.58 million (US$69m). The acquisition was announced on 22 December 2010. The firm’s team was led by partners Patrick Wong and Derek Tsang.

Maples and Calder has acted as Cayman Islands and BVI counsel to MIE Holdings Corporation, an independent upstream oil company operating onshore in China, in respect of its HK$1.25 billion (US$145 m) IPO of 662 million shares on the HKSE on 14 December 2010. The advisory team was led by Hong Kong-based corporate partner Christine Chang whilst Latham and Watkins acted as Hong Kong and US counsel. Shearman & Sterling acted as Hong Kong and US counsel to the joint bookrunners and joint lead managers JP Morgan Securities (Asia Pacific) Limited, BOCI Asia Limited, Deutsche Bank AG, Hong Kong Branch whilst Zhong Lun Law Firm and Jingtian & Gongcheng advised on PRC law.

Maples and Calder has also acted as Cayman counsel to NASDAQ-listed Home Inns & Hotels Management Inc (Home Inns), an economy hotel chain in the PRC, in respect of its US$184 million convertible notes offering. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933, as amended and investors outside the United States in compliance with Regulation S under the Securities Act. The firm’s team was led by Greg Knowles whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Simpson Thacher & Bartlett represented Credit Suisse Securities (USA) LLC and JP Morgan Securities Ltd as the initial purchasers.

Morgan Lewis & Bockius LLP has acted as counsel to Lattice Power Corporation (Lattice Power) in respect of its recent US$55.5 million Series C financing. The investment was led by International Finance Corporation, a member of the World Bank Group. China-based Lattice Power has developed a silicon-based LED technology that enables low-cost and large-scale manufacturing, making it possible for LED light bulbs to be used in millions of households. The firm’s team was led by partner Tony Mou.

Norton Rose (Middle East) LLP has advised Royal Capital PJSC in respect of the launch of the Royal Capital Middle East and North Africa (MENA) Multi Market Strategy Fund. The fund is structured as an open ended Bahrain regulated Exempt Collective Investment Undertaking and is restricted to institutional and qualified high net-worth investors. At least 50 per cent of the fund’s assets will be invested in the core asset classes of MENA fixed income and equities. The fund will launch at the start of the 2011 calendar year. Royal Capital is a financial services company based in Abu Dhabi. The team was led by Abu Dhabi based partner Patrick Watson-Thorp.

O’Melveny & Myers LLP has represented China-based IT services provider iSoftStone Holdings Limited (iSoftStone) and the selling shareholders in respect of its US$162 million IPO of American Depositary Shares and listing on the NYSE. iSoftStone and the selling shareholders sold approximately 12.5 million ADSs at US$13 per ADS, the high end of the range, including about 1.6 million ADSs sold when the underwriters exercised their over-allotment option in full. UBS AG, JP Morgan Securities LLC, and Morgan Stanley & Co International plc acted as joint bookrunners for iSoftStone’s IPO. The firm’s team was led by Shanghai partners Kurt Berney and Portia Ku.

O’Melveny & Myers LLP has also acted as sole international counsel in the further public offering of Shipping Corporation of India Ltd, one of India’s largest shipping companies. The offering consisted of a fresh issue of 4.23 crores (US$937,916) equity shares and an equal number of shares offered by the President of India, acting through the Ministry of Shipping, Government of India, at Rs.140 per share (approximately US$260 million). Partner David Makarechian led the transaction.

Orrick, Herrington & Sutcliffe LLP has advised Chinese infant formula maker Biostime International Holdings Limited (Biostime) in respect of its HK$1.64 billion (US$212m) IPO on the HKSE with a Rule 144A/Regulation S placement to global investors. The offering, which took place on 17 December 2010, was underwritten by HSBC Holdings PLC. Partners Edwin Luk, Allen Shyu and Phoebus Chu led the transaction. King & Wood, led by Wang Lixin and Xiao Lan, advised HSBC as the underwriter to the transaction.

Paul, Hastings, Janofsky & Walker has advised the underwriters (consisting of CCB International Capital Limited, China International Capital Corporation Hong Kong Securities Limited, Morgan Stanley & Co International plc, CITIC Securities Corporate Finance (HK) Limited, Merrill Lynch Far East Limited, Credit Suisse (Hong Kong) Limited, BOCI Asia Limited, UBS AG, Hong Kong Branch and DBS Asia Capital Limited) in respect of the US$9.2 billion rights issue by China Construction Bank. The deal represents the largest ever rights issue by an Asian issuer. The firm’s team was led by partners Raymond Li, Chris Betts, Catherine Tsang, Sammy Li and Steve Winegar.

Robert Wang & Woo LLC has acted for two SGX-ST Catalist companies, Magnus Energy Group Ltd and Annica Holdings Ltd, in respect of their recent private placement exercises where an aggregate of S$6.825 million (US$5.3m) was raised by the two companies through placements of new shares. The funds raised are intended to fund acquisitions and for working capital. Raymond Tan led the transaction.

Robert Wang & Woo LLC is also acting for SGX-ST listed The Think Environmental Co Ltd in respect of its proposed acquisition of 70 per cent of Mornington Offshore Inc, which owns 100 per cent of Emas Mali SA, a gold exploration company in the Republic of Mali. The consideration for the proposed acquisition is US$35 million, which is to be satisfied partly by an issue of new shares and partly by cash. Raymond Tan also leads the transaction.

Stamford Law Corporation is advising Contel Corporation (Contel) in respect of its plans for a reverse takeover of Solar Silicon Resources Group (Solar), a unit of AuzMinerals Resource Group (AuzMinerals). In this deal, Contel will buy over all 95 million shares of Solar for a total of US$1.2 billion. The amount will be paid through the issue of 3.09 billion consolidated new Contel shares. AuzMinerals will own 79 per cent of Contel when the acquisition is completed. The deal represents the largest RTO deal in the SGX for at least five years and will result in the listing of a Singapore-incorporated mining and resources company on the SGX. Director Yap Lian Seng leads the team.

Wong & Partners has advised Toyo Tire & Rubber Co Ltd (TTR), one of the largest tyre manufacturers in Japan, in respect of its participation as a bidder in the auction sale of the entire issued share capital of Silverstone Berhad, a subsidiary of Lion Forest Industry Berhad of the Malaysian Lion Group of Companies. The transaction, which was completed on 10 December 2010, was valued at approximately RM462 million (US$150.4m). The firm’s team was led by Andre Gan.

Wong & Partners also advised Jerneh Asia Berhad (Jerneh Asia) and Paramount Corporation Berhad (Paramount) in respect of the sale of their equity interests in Jerneh Insurance Berhad (Jerneh Insurance) to ACE INA International Holdings Ltd (ACE INA). The transaction involved a MYR654 million (US$213.3m) disposal by Jerneh Asia and Paramount of their respective 80 per cent and 20 per cent equity interests in Jerneh Insurance to ACE INA. The valuation of Jerneh Insurance was at 2.24 times price-to-book ratio. The firm’s team was led by corporate partner Andre Gan.

WongPartnership LLP has acted as Singapore counsel for Nikko Asset Management Co Ltd (NAM), a subsidiary of Sumitomo Trust & Banking, in respect of its acquisition of DBS Asset Management Limited (DBSAM), the asset management arm of DBS Bank Ltd, to create one of the largest independent asset managers in Asia. DBS Bank Ltd will in turn acquire a 7.25 per cent interest in NAM. The acquisition is valued at approximately S$137 million (US$106m). Partners Ng Wai King, Chan Sing Yee, Jenny Tsin and Lam Chung Nian acted on the matter.

WongPartnership LLP has also acted for CapitaLand Limited in respect of the divestment of 163 strata-titled units, comprising 86 office units and 77 retail units, in The Adelphi, a 999-year leasehold mixed-use development located in Singapore’s Downtown district, for a total consideration of S$218.13 million (US$168.8m), to a partnership formed between Guthrie GTS Limited and Sun Venture (S) Investments Pte Ltd. Partner Carol Anne Tan acted on the matter.

Yulchon has advised Korea Development Bank in respect of the negotiation and execution of share purchase agreements for the acquisition of an approximately 82 per cent stake in RBS Uzbekistan NB CJSC, an Uzbek subsidiary of the Royal Bank of Scotland. The parties reached final agreement on the acquisition in early December and the transaction is expected to be completed during the second quarter of 2011, subject to regulatory approvals. The firm’s advisory team, acting closely with Uzbekistan’s Leges Advokat, included partners John KJ Kim, Tae Jin Cha and Tehyok Daniel Yi.

Yulchon has also advised seven major Korean automobile suppliers – Daewon Sanup, Donghee, Doowon Climate Control, NVH Korea, Sejong Industrial, Shin Young, and Sungwoo Hitech – in respect of the establishment of a RUB5.87 billion (US$200m), 24 hectare industrial park comprising seven factories in St. Petersburg, Russia. Partner John KJ Kim led the deal, components of which were individually led by partners Kyoung Yeon Kim and Hyoung Young Ryu, and associates David Linton and Hwa Joon Lee.