|Allen & Gledhill has advised Singapore Power International Pte Ltd (SPI), a subsidiary of Singapore Power Ltd, in respect of the sale of a 60 percent shareholding in SPI (Australia) Assets Pty Ltd (SPIAA) and a 19.9 percent security holding in SP AusNet to State Grid International Development (SGID), a subsidiary of State Grid Corporation of China (SGCC). The consideration for the SPIAA stake is undisclosed, while the consideration for the SP AusNet stake is A$824 million (US$784.8m). SPIAA is a leading Australian energy infrastructure company wholly-owned by SPI. SP AusNet, a diversified energy network business in Australia, is 51-percent owned by SPI and is listed on both the ASX and the SGX. Following the closing of the two transactions, SPI will retain a 40 percent interest in SPIAA and a 31.1 percent interest in SP AusNet. Partners Lim Mei, Lee Kee Yeng, Christian Chin and Daren Shiau led the transaction.
Allen & Gledhill has also advised The Hongkong and Shanghai Banking Corporation Ltd (HSBC), Oversea-Chinese Banking Corporation Ltd (OCBC) and The Bank of New York Mellon Singapore Branch (BNYM) in respect of Bowsprit Capital Corporation Ltd’s establishment of a S$500 million (US$400.22m) multicurrency medium term note programme. Bowsprit is the manager of First Real Estate Investment Trust. Under the programme, HSBC and OCBC are the arrangers whilst BNYM is the issuing and paying agent, the agent bank, the paying agent and the trustee of the holders of the notes. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction.
Akin Gump has advised CITIC PE, a private equity fund associated with a unit of China’s CITIC Private Equity Funds Management Co Ltd, in respect of its buyout of Chinese biotech firm 3SBio Inc. CITIC PE formed a consortium with the management team of 3SBio Inc in connection with the transaction. The deal closed on 30 May 2013 and valued the company at approximately US$338.3 million, taking it private. To implement the buyout, Decade Sunshine Ltd, a Cayman Islands company wholly owned by the consortium, merged its wholly-owned subsidiary Decade Sunshine Merger Sub, into 3SBio Inc, with Decade Sunshine owning 100 percent of 3SBio Inc post merger. The merger has been financed through a combination of debt, equity and cash. China CITIC Bank International Ltd provided debt financing for the transaction. CITIC PE provided the equity financing. Partners Gregory Puff and Zach Wittenberg spearheaded the transaction.
Amarchand & Mangaldas & Suresh A Shroff Co has advised Vedanta Resources plc in respect of its issuance of US$1.7 billion bonds (US$1.2 billion 6 percent bonds due 2019 and US$500 million 7.125 percent bonds due 2023). The bonds issued were available only to qualified institutional buyers, as defined in Rule 144A under the US Securities Act of 1933, or to non-US persons in offshore transactions, in reliance on Regulations under the US Securities Act of 1933. The firm also advised the joint bookrunners composed of Barclays Bank PLC, Citigroup Global Markets Ltd, JP Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Royal Bank of Scotland plc, Standard Chartered Bank and Deutsche Bank AG Singapore Branch. Partner Prashant Gupta led the transaction which was completed on 3 June 2013.
Appleby has acted as Cayman Islands and British Virgin Islands counsel for Telecom Service One Holdings Ltd (TSO) in respect of its listing on the Growth Enterprise Market of the HKSE by way of placing which is expected to raise approximately US$5 million. A majority of the proceeds from the placing will be used primarily for growth and development of its personal electronic products repair and refurbishment business, and its sale of accessories business. China Everbright Capital Ltd was the sole sponsor and underwriter for the transaction. Partner Judy Lee led the transaction whilst Mayer Brown JSM advised as to Hong Kong law and Lee and Li advised as to Taiwan law. Hastings & Co advised the sponsor as to Hong Kong law.
AZB & Partners has advised Macquarie Capital Securities (India) Private Ltd, Fortune Equity Brokers (India) Ltd and SBICAP Securities Ltd as brokers in respect of Sangita Jindal’s sale of her approximately 2,82,30,000 equity shares in JSW Energy Ltd through the offer for sale mechanism offered by the stock exchanges. Partner Varoon Chandra led the transaction which was valued at approximately US$31 million and which was completed on 24 May 2013.
AZB & Partners has also advised IMS Health Incorporated (IMS) and its Indian subsidiary Pharmarc Analytic Solutions Private Ltd (Pharmarc) in respect of the acquisition by IMS of the entire equity interest in 360 LLC and the acquisition of the business of 360 India by Pharmarc. Partner Darshika Kothari led the transaction which was completed on 17 May 2013.
Baker & McKenzie is advising Champion Real Estate Investment Trust in respect of its acquisition of the remaining four floors of Citibank Tower which it does not currently own from The Financial Secretary Incorporated for HK$2.15 billion (US$277m). The acquisition is expected to be completed on July 2013. Partner Milton Cheng led the transaction.
Baker & McKenzie has also advised Regal Real Estate Investment Trust (Regal REIT) in respect of its issuance of US$150 million 4.1 percent guaranteed notes due 2018 pursuant to the establishment of its US$1 billion medium term note programme on January 2013. The issuer, R-REIT International Finance Ltd, is a special purpose vehicle wholly-owned and controlled by Regal REIT. ABCI Capital Ltd, Haitong International Securities Company Ltd, Industrial and Commercial Bank of China (Asia) Ltd, UBS AG Hong Kong Branch and Wing Lung Bank Ltd acted as the joint lead managers for the issue. Partners Milton Cheng and Andrew Lockhart led the transaction.
Clayton Utz is advising ASX-listed engineering services company VDM Group Ltd in respect of a A$15 million (US$14.28m) placement of shares to a new strategic investor, H&H Holdings Australia Pty Ltd. The placement, which will represent approximately 40 percent of VDM’s issued share capital following completion, is subject to the approval of VDM shareholders. Partner Matt Johnson is leading the transaction.
Colin Ng & Partners has acted as Singapore counsel to MacarthurCook Property Securities Fund (MPS) in respect of its recent non-renounceable rights issue. MPS is a property securities fund that is managed by MacarthurCook Fund Management Ltd and has a primary listing on the ASX and a secondary listing on the SGX-ST. The 11:20 rights issue, priced at A$0.06 (US$0.057), to raise up to A$11.92 million (US$11.35m), was launched on April 2013 and closed on May 2013. Partners Elaine Beh and Gregory Chan led the transaction.
Davis Polk has advised China Hui Yuan Juice Holdings Co Ltd in respect of its disposal of China Huiyuan Industry Holding Ltd to China Huiyuan Juice Group Ltd for approximately HK$4.9 billion (US$631.34m). Of the total consideration, approximately HK$1.5 billion (US$193.27m) is related to certain liabilities of a subsidiary of China Huiyuan Industry that will be assumed by China Huiyuan Juice under a banking facility to be entered into as a condition for completion of the acquisition. The balance of the consideration will be settled by the issuance of approximately 447.32 million new ordinary shares and 655.3 million convertible preference shares of China Huiyuan Juice to China Hui Yuan Holdings. Completion of the acquisition is conditional upon, among other things, approval by independent shareholders of China Huiyuan Juice, a whitewash waiver being granted by the Securities and Futures Commission of Hong Kong, a restructuring facility being agreed upon, and clearance by the Ministry of Commerce of the PRC. Partners Paul Chow, Miranda So and Howard Zhang led the transaction. Morrison Foerster advised China Huiyuan Juice.
Davis Polk has also advised DBS, Deutsche Bank, JP Morgan, Morgan Stanley, Nomura and UBS as initial purchasers in respect of the US$400 million Regulation S offering by Central China Real Estate Ltd of its 6.5 percent senior notes due 2018. HKSE-listed Central China is the leading residential property developer in Henan, China. Partners William F Barron and John D Paton led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Central China was advised by Sidley Austin as to US law, Li & Partners as to Hong Kong law, Commerce & Finance Law Offices as to PRC law, and Conyers Dill & Pearman as to Cayman Islands law and British Virgin Islands law.
Freshfields Bruckhaus Deringer has advised the sponsors and the underwriters in respect of the US$550m global offering and listing on the HKSE on 30 May 2013 of share stapled units jointly issued by Langham Hospitality Investments and Langham Hospitality Investments Ltd. Langham Hospitality Investments is a spin-off by Great Eagle Holdings and owns three hotels in Hong Kong – the Langham, Langham Place and Eaton. With the listing, Langham Hospitality Investments becomes the first fixed single investment trust in Hong Kong with a focus on the hospitality industry and only the second fixed single investment trust in Hong Kong. Partner Grace Huang led the transaction.
Khaitan & Co has advised Orient Paper and Industries Ltd in respect of the demerger of Orient Paper’s cement division into its group company, Orient Cement Ltd. Orient Paper is a large industrial company with products in various areas such as consumer electricals, paper products, etc. It is a part of the C K Birla Group which has promoted and established a large number of industrial undertakings, manufacturing a diverse range of products. Partners Haigreve Khaitan and Rabindra Jhunjhunwala piloted the transaction.
Khaitan & Co has also advised Navayuga Road Projects Private Ltd in respect of its issuance of secured, unlisted, redeemable, optionally convertible debentures to Piramal Enterprises Ltd India for INR550 crores (US$96.74m) to be utilized for, among others, funding any shortfall in equity requirements of the road projects of the Navayuga Group. Navayuga Road Projects has significant holding in eight SPVs which have been awarded concessions for the construction, operation and maintenance of road projects in various states. Partner Upendra Joshi led the transaction.
Kirkland & Ellis is representing Goldman Sachs (Asia) LLC, as sole global coordinator, joint book-runner and joint sponsor, and China International Capital Corporation Hong Kong Securities Ltd, as joint book-runner and joint sponsor, in respect of a global offering, including the IPO and listing on the HKSE, of China Harmony Auto Holding Ltd, the leading dealership group that deals exclusively in luxury and ultra-luxury passenger vehicles in China. The Hong Kong public offering commenced on 31 May 2013 and is expected to close on 13 June 2013. Trading of the company’s shares on the HKSE is expected to commence on 13 June 2013. Assuming full exercise of the over-allotment option, the total value of the deal is between US$248 million and US$362 million. Partners Dominic Tsun, David Zhang, Li-Chien Wong and Fan Zhang are leading the transaction.
Latham & Watkins has represented Macquarie Capital Securities, JP Morgan, CIMB Securities and DBS Bank, as underwriters, in respect of the S$1.4 billion (US$1.1b) IPO on the SGX by Asian Pay Television Trust (APTT). The transaction is Singapore’s second largest IPO this year. APTT is a newly constituted business trust formed to acquire its seed asset, the TBC Group, which is Taiwan’s third largest cable TV operator. The sponsor of APTT is Macquarie Capital Group Ltd. Partner Min Yee Ng led the transaction.
Latham & Watkins has also represented Citigroup Global Capital Markets India and Morgan Stanley India, as underwriters, in respect of the US$165 million IPO of approximately 17.5 million equity shares of Just Dial Ltd, a local search engine in India. The IPO, which was listed on the Bombay Stock Exchange, The National Stock Exchange of India and the MCX Stock Exchange, is India’s largest IPO this year. Partners Rajiv Gupta, Jiyeon Lee-Lim and Sam Weiner led the transaction.
Orrick, Herrington & Sutcliffe has advised automobile parts manufacturer U-Shin Ltd in respect of its acquisition of the access mechanisms business of Valeo SA for €203 million (US$265.75m). Valeo is a French manufacturer of automotive components and its access mechanisms business operates 12 plants in eight jurisdictions. Through this deal, which was originally signed on November 2012 and finalised on 24 May 2013, U-Shin’s presence in Asia, Europe and South America will make it a global leader in the industry. Partners L Mark Weeks and George T Rigo led the transaction.
Paul Hastings has represented China Daye Non-Ferrous Metals Mining Ltd in respect of its issuance of RMB denominated US$-settled convertible bonds in an aggregate principle amount of RMB820 million (US$133.76m) due 2018. HKSE-listed China Daye is a state-owned enterprise principally engaged in the mining and processing of mineral ores and the trading of metal products in the PRC. The bonds are convertible into ordinary shares of the company at the option of the bondholders, subject to the terms and conditions of the bonds. DBS and CIMB were the joint lead managers and joint book-runners on the deal. Partners Raymond Li, Vivian Lam and Christian Parker led the transaction.
Paul Hastings has also represented CLSA Ltd as the sole placing agent in respect of Ayala Corporation’s approximately US$79 million treasury share block sale. Ayala Corporation is one of the Philippines’ largest conglomerates, with interests in real property, banking, telecommunications, water, infrastructure and energy. Ayala Corporation intends to use the raised cash proceeds to fund existing and potential sizable projects in the infrastructure and power sectors. The company is looking to invest up to US$1 billion over the next five years in these sectors. Partners Patricia Tan Openshaw and Steven Winegar led the transaction.
Rajah & Tann has advised Pearson (Singapore) Pte Ltd and Pearson Overseas Holdings Ltd (collectively Pearson) in respect of the acquisition by Pearson (Singapore) of 50 percent of the issued shares in Educomp Higher Initiatives Pte Ltd from Educomp Asia Pacific Pte Ltd. The sale and purchase agreement between Educomp Asia Pacific, Educomp Solutions Ltd as sellers, and Pearson (Singapore) and Pearson Overseas Holdings Ltd as purchasers was entered into and completed on 9 April 2013. Pearson provides educational materials and services, business information through the Financial Times Group, and consumer publishing through the Penguin brand. Partner Evelyn Wee led the transaction.
Rajah & Tann has also advised United Engineers Ltd (UEL) and its subsidiary UE Centennial Venture Pte Ltd (UECV) in respect of the group’s all-cash mandatory offers for shares and convertible bonds of WBL Corporation Ltd. The takeover offers were first announced as pre-conditional voluntary offers on 30 January 2013 as competing offers in response to the mandatory conditional offers by The Straits Trading Company Ltd (STC) which lapsed on 1 March 2013. The exercise of convertible bonds into shares by certain concert parties of UEL triggered the conversion of the takeover offers from voluntary to mandatory offers. The offer price was further revised to S$4.50 (US$3.60) per WBL share on 9 May 2013 which valued WBL at S$1.25 billion (US$1b). The UEL group succeeded in its takeover of WBL when the takeover offers were declared unconditional in all respects on 13 May 2013 following the acceptance by the STC group in respect of its entire 44 percent stake in WBL. The takeover offers closed on 29 May 2013 with UEL and its concert parties holding 96.29 percent of WBL issued shares. Partners Goh Kian Hwee, Serene Yeo, Lawrence Tan, Cynthia Goh and Soh Chai Lih led the transaction.
Rodyk & Davidson has acted for GDS Global Ltd in respect of its listing on the Catalist bourse of the SGX-ST. GDS Global Ltd is a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region. Partner Chan Wan Hong led the transaction.
Rodyk & Davidson has also acted for Singapore-based Reebonz, one of the region’s fastest growing luxury online retailers, its founder and its existing shareholders in respect of a S$50 million (US$40.03m) investment which also included a S$20 million (US$16m) investment by new lead investor, multimedia group MediaCorp, in Reebonz’s latest round of fundraising. This was the fourth round of financing done by Reebonz, which is now valued at S$250 million (US$200.14m). The firm has also acted for the company in all its previous rounds. Partner S Sivanesan, supported by partner Sunil Rai, led the transaction.
Shook Lin & Bok has acted for the Bank of New York Mellon in respect of Standard Chartered Bank’s inaugural issuance of CNY1 billion (US$163m) senior notes due 2016, being the first offshore yuan-denominated bond that was issued, cleared and settled through The Central Depository (Pte) Ltd in Singapore and listed on the SGX. This is a landmark bond issuance and a strong endorsement of Singapore’s nascent status as an offshore yuan clearing and settlement centre. Partner Pok Eu Jin led the transaction.
Simpson Thacher is representing Smithfield Foods in respect of its definitive merger agreement with Shuanghui International Holdings Ltd. Under the terms of the deal, Smithfield shareholders will receive US$34.00 per share in cash, which values Smithfield at US$7.1 billion, including the assumption of Smithfield’s net debt. The transaction, which is expected to close in the second half of 2013, is subject to shareholder approval and other customary closing conditions. Smithfield Foods is a global food company and the world’s largest pork processor and hog producer. Shuanghui is the majority shareholder of Henan Shuanghui Investment & Development Co which is China’s largest meat processing enterprise and China’s largest publicly traded meat products company as measured by market capitalisation. Partners Robert E Spatt, Patrick Naughton, Andrea Wahlquist, Kevin Arquit, Peter Thomas, Gary Mandel, Lori Lesser, Alden Millard, Shaolin Luo and Leiming Chen advised on the transaction.
Simpson Thacher is also representing Vingroup Joint Stock Company, Vietnam’s largest private-sector real estate operator and one of the largest companies by market capitalisation listed on the Ho Chi Minh City Stock Exchange, in respect of a Warburg Pincus-led consortium’s US$200 million investment in Vingroup in a strategic partnership to substantially develop Vingroup’s retail property business, Vincom Retail. Comprised of seven assets valued at approximately US$1.1 billion, Vincom Retail is Vietnam’s largest owner and operator of shopping malls, which include world class shopping, recreational and dining facilities. Subject to the satisfaction of certain closing conditions, the parties expect the first stage of the transaction to close by the end of the second quarter. Partner Kathryn King Sudol is driving the team whilst Allen & Overy, led by partner Duc Tran, is advising Vingroup. Freshfields Bruckhaus Deringer (Hong Kong and Vietnam), piloted by partner Tony Foster, and YKVN Lawyers are advising Warburg Pincus.
Slaughter and May has advised the Hong Kong Monetary Authority in respect of the third issuance under the Hong Kong Government’s retail bond issuance programme comprising up to HK$10 billion (US$1.29b) inflation-linked ‘iBonds’ due 2016. The iBonds pay a coupon linked to the Composite Consumer Price Index, are available to retail investors resident in Hong Kong and will be listed on the HKSE. Up to HK$200 billion (US$25.77m) in principal amount may be outstanding in total at any time under the retail bond issuance programme and the related Hong Kong dollar institutional bond issuance programme. Partner Lisa Chung led the transaction.
Soewito Suhardiman Eddymurthy Kardono has acted as Indonesian counsel for BlueScope Steel Ltd in respect of a US$1.3 billion joint venture with Nippon Steel Corporation to establish a new coated products business in Southeast Asia and North America. The firm advised on the transfer of shares involving BlueScope’s Indonesian subsidiaries, PT BlueScope Steel Indonesia and PT BlueScope Lysaght Indonesia. BlueScope is Australia’s largest steelmaker whilst Nippon is one of the largest steelmakers in the world. Partners Ira Eddymurthy and Fahrul Yusuf led the transaction.
Stamford Law is advising SGX-listed Cedar Strategic Holdings Ltd in respect of its S$936.2 million (US$749.58m) acquisition of Guizhou Province, PRC leading property player Trechance Holdings Ltd and its subsidiaries. Bernard Lui and Lim Swee Yong are leading the transaction.
WongPartnership is acting as Singapore counsel for China New Town Development Company Ltd (CNTD) in respect of the proposed subscription of shares in CNTD by China Development Bank International Holdings Ltd, Zennon Capital Partners LP and New World Strategic Investment Ltd, and the proposed disposal of assets by CNTD to SRE Investment Holdings Ltd. Partners Vivien Yui and Tay Liam Keng led the transaction.
WongPartnership has also represented the Singapore Medical Council (SMC) before the Court of Three Judges in respect of an appeal by a medical practitioner against a conviction for using methods which are not generally accepted in the medical treatment on a patient. The Court of Three Judges upheld the conviction and sentence and the doctor was asked to pay the full costs of the appeal to the SMC. Partners Melanie Ho and Chang Man Phing acted on the matter.