Deals – 6 September 2012

Allen & Gledhill is also advising China Merchants Holdings (Pacific) Ltd in respect of its proposal to acquire the entire issued ordinary share capital of Beilun (Hong Kong) Investments Ltd for an estimated maximum of HK$1.8 billion (US$232m). On completion, Beilun will be the direct parent company of Ningbo Beilun Port Expressway Co Ltd. Partners Lim Mei and Hilary Low are leading the transaction.

Allen & Gledhill is advising PTT Mining Ltd (PTTML) and Deutsche Bank AG Singapore Branch in respect of Deutsche Bank’s general offer, for and on behalf of PTTML, for all the shares in the capital of Sakari Resources Ltd, other than those already owned, controlled or agreed to be acquired by PTTML. The transaction is valued at approximately S$1.19 billion (US955m). Partners Song Su-Min, Lee Kee Yeng and Christopher Koh are leading the transaction. WongPartnership, led by partners, Andrew Ang, Annabelle Yip and Dawn Law, acted for Sakari Resources Ltd (formerly known as Straits Asia Resources Ltd).

Allen & Gledhill is advising FEO Hospitality Asset Management Pte Ltd (FEOHAM), as manager of Far EastHospitality Real Estate Investment Trust (Far East H-REIT) and FEO Hospitality Trust Management Pte Ltd (FEOHTM), as trustee-manager of Far EastHospitality Business Trust, and certain members within the Far East Organization group of companies, as sponsor of Far East Hospitality Trust (Far East H-Trust), in respect of FEOHAM and FEOTAM’s issue of approximately 1.6 billion stapled securities in Far EastH-Trust on the SGX ST. The issue raised gross proceeds of approximately S$1.49 billion (US$1.2b) which was used to finance the acquisition by Far East H-REIT of the initial portfolio of 11 properties with a total value of over S$2 billion (US$1.6b). Partners Jerry Koh, Ho Kin San, Foong Yuen Ping, Ernest Teo Shen-Yi and Fock Kah Yan are leading the transaction.

Allens has advised renewable energy company Meridian Energy Australia (Meridian) in respect of the development of the Mt Mercer Wind Farm which will commence construction in December. Located near Ballarat in Victoria, the 64 turbine, 131 megawatt wind farm will provide enough renewable energy to power the entire area of Ballarat. Partner Anna Collyer led the transaction.

Amarchand Mangaldas has acted as the Indian legal adviser to ICICI Bank Ltd in respect of the update of its US$5 billion medium term note programme pursuant to Regulation S and Rule 144A of the United States Securities Act of 1933 and the issue of US$750 million 4.7 percent notes due 2018 through the Dubai branch under the programme. The update was completed on 8 August 2012 and the drawdown closed on 21 August 2012. The dealers for the programme were Citigroup Global Markets Singapore Pte Ltd, Citigroup Global Markets Ltd and Deutsche Bank AG Singapore Branch whilst the lead managers for the drawdown were Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc, Merrill Lynch International and Standard Chartered Bank. Partner Niloufer Lam led the transaction whilst Davis Polk and Wardwell advised as to US, English and Hong Kong law, Allen & Gledhill as to Singapore law, Zu’bi Law Firm as to Bahrain law and Al Tamimi & Company as to Dubai law. The legal adviser to the dealers/lead managers as to US and English law was Latham & Watkins.

AZB & Partners has advised Tata Steel Ltd in respect of its voluntary open offer to acquire approximately 1.73 million equity shares from the equity shareholders of Tata Sponge Iron Ltd at an offer price of approximately INR375 (US$6.71) per equity share. The open offer was accepted by the target’s equity shareholders, thereby increasing Tata Steel’s stake in Tata Sponge Iron from 39.74 percent to 51 percent. Partners Shameek Chaudhuri and Varoon Chandra led the transaction which was completed on 24 August 2012 and was valued at approximately INR650 million (US$11.7m).

AZB & Partners has also advised MKCP Institutional Investor (Mauritius) II Ltd, Lantau Institutional Investor (Mauritius) Ltd and Vista Institutional Investor (Mauritius) Ltd in respect of their acquisition of approximately 8.3 percent of equity shares of Educomp Solutions Ltd. Partner Shuva Mandal led the transaction which was completed on 26 July 2012 and was valued at approximately INR1.7 billion (US$30m).

Clayton Utz is advising ASX-listed Salmat Ltd in respect of the sale of its Business Process Outsourcing (BPO) division to Japan’s FUJIFILM Holdings Corporation for A$375 million (US$383m). The transaction was announced to the market on 27 August 2012. Salmat is Australia’s leading omni-channel communications partner. The sale, which remains subject to FIRB approval, is expected to complete in mid-October.
Partner Geoff Hoffman is leading the transaction.

Clifford Chance has advised AUS$rill Ltd in respect of its acquisition of the Best Tractor Parts (BTP) Group for A$165 million (US$168.6m). AUS$rill is a diversified mining services company listed on the ASX with operations in Australia, Africa and the UK. Partners Paul Vinci and Justin Harris led the transaction.

Clifford Chance has also advised Hanwha Chemical, South Korea in respect of the asset purchase agreement to acquire Q-Cells SE’s headquarters in Germany, its production facilities in Germany and Malaysia and its sales offices in the US, Australia and Japan from Q-Cells’ insolvency administrator. Through the successful acquisition of Q-Cells, Hanwha Group will become the third largest solar manufacturer in the world. Q-Cells, which belongs to the world’s leading photovoltaics companies, filed for bankruptcy on 3 April 2012. Partner Dr Bernd Meyer-Witting, with partner Hyun S Kim, Nicole Engesser Means, Dr David Elshorst and Dr Thorsten Vormann, led the transaction.

CMS Hasche Sigle has advised Italian company Marposs SpA in respect of its acquisition of Dittel Messtechnik GmbH. Marposs is a global company engaged in precision metrology equipment for machining operations. Dittel Messtechnik GmbH is a highly specialised company which manufactures and develops grinding process control solutions. Partners Dr Peter Baisch and Dirk Loycke led the transaction.

CMS Hasche Sigle has also advised Funkwerk Group in respect of the merger of Hörmann-Funkwerk Kölleda GmbH (FWK) into Funkwerk AG. Hörmann-Funkwerk Kölleda GmbH (FWK) is part of the Traffic & Control Communication division of the Funkwerk Group. Following the resolution adopted by the shareholders’ meeting of Kölleda-based Funkwerk AG in June 2012, the merger of Hörmann-Funkwerk Kölleda GmbH (FWK) into Funkwerk AG was entered into the Commercial Register on 28 August 2012. Partner Eckhart Braun led the transaction.

Davis Polk is advising Daikin Industries Ltd in respect of its US$3.7 billion acquisition of Goodman Global Inc from affiliates of Hellman & Friedman LLC. Closing is subject to, among other conditions, receiving competition law approvals in relevant jurisdictions. Headquartered in Osaka, Japan, Daikin Industries is a diversified Japanese manufacturing company and a global leader in heating, ventilating and air conditioning (HVAC) products. Based in Houston, Texas, Goodman Global is a leading North American manufacturer of HVAC products for residential and light commercial use. Hellman & Friedman is a leading private equity investment firm based in San Francisco, California. Partners Theodore A Paradise, Mischa Travers and Michael Davis are leading the transaction. Simpson Thacher & Bartlett is counsel to Goodman Global and Hellman & Friedman.

Davis Polk has also advised Citigroup Global Markets Ltd, Deutsche Bank AG Singapore Branch, Goldman Sachs (Singapore) Pte and UBS AG Singapore Branch as the joint lead managers in respect of a Rule 144A and Regulation S offering by Temasek Financial (I) Ltd of US$1.2 billion 2.375 percent guaranteed notes due 2023 and US$500 million 3.375 percent guaranteed notes due 2042 under its US$10 billion medium-term notes program. The notes are guaranteed by Temasek Holdings (Private) Ltd. Partners James C Lin, John D Paton and Danforth Townley led the transaction. Temasek was advised by Latham & Watkins as to US and UK law and by Allen & Gledhill as to Singapore law.

Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie International in Indonesia, has represented DBS Bank Ltd in respect of the uncommitted term loan facilities in the aggregate principal amount up to US$100 million to be granted to PT Adira Dinamika Multi Finance Tbk (Adira). DBS Group Holdings has reported that it has entered into a share purchase agreement on shares of PT Bank Danamon Indonesia Tbk (Danamon), one of Indonesia’s leading banks. Adira is the automotive financing subsidiary of Danamon. Partner Timur Sukirno led the transaction which is subject to approvals.

Herbert Smith has advised Macquarie Capital as placing agent in respect of the sale of 9.1 million shares in SM Investments Corporation, a Manila-based conglomerate listed on the Philippine Stock Exchange, under a top-up placing structure. The sale of shares, including to institutional investors in the United States under Rule 144A, raised US$151 million for SM Investments. The sale benefited from significant investor interest in gaining exposure to the residential real estate, retail, banking and hospitality sectors in the Philippines. Partner Kevin Roy led the transaction.

K Law has advised Canvera Digital Technologies Private Ltd (Canvera) and its promoters in respect of the Series B round of funding by Info Edge India Ltd into Canvera. Canvera is engaged in providing online software, IT enabled services and products for photographers. The funds will be primarily used for expanding sales and marketing operations of the company and for building various hosted solutions for photographers. Info Edge India Ltd runs consumer internet portals, including Naukri.com, and is also an investor in various other digital media entities in India. The company had earlier raised funding from Footprint Ventures, DFJ and Mumbai Angels. The investor has invested INR350 million (US$ 6.5m) into Canvera in the current round of investment. Partner Shwetambari Rao led the transaction. Info Edge India Ltd was represented by J Sagar Associates led by partner Rohitashwa Prasad whilst the existing investors were represented by Indus Law.

Khaitan & Co has advised Hospira Inc and Hospira Healthcare India Private Ltd in respect of the acquisition of active pharmaceutical ingredient (API) manufacturing facility, along with associated research and development (R&D) facility of Orchid Chemical & Pharmaceuticals Ltd for approximately US$200 million. Hospira Inc is a NASDAQ listed company and is a world leading provider of injectable drugs and infusion technologies. Hospira Healthcare India Private Ltd is the Indian subsidiary of Hospira Inc. Partners Haigreve Khaitan and Aakash Choubey represented the client on the transaction.

Khaitan & Co has also advised United Drug plc in respect of the acquisition of Bilcare Global Clinical Supplies from Bilcare Ltd, an Indian company listed on the BSE, for US$61 million. Listed on the stock exchanges in London and Dublin, United Drug is a leading international provider of services to healthcare manufacturers and pharmaceutical retailers, with operations in over 20 countries. Partner Rabindra Jhunjhunwala represented the client on the transaction.

King & Wood Mallesons has acted for the arrangers (Commonwealth Bank of Australia (Capital Markets Division) and Morgan Stanley Australia Securities Ltd), on regulatory and structuring matters, and for the joint lead managers (ANZ Securities Ltd, Commonwealth Bank of Australia (Capital Markets Division), Goldman Sachs Australia Pty Ltd, Macquarie Capital (Australia) Ltd, Morgan Stanley Australia Securities Ltd, RBS Equity Capital Markets (Australia) Ltd and Westpac Banking Corporation) on offer management arrangements, in respect of the issue of a new hybrid, PERLS VI, by Commonwealth Bank of Australia (CBA) which is expected to raise approximately A$750 million (US$767m). CBA’s offer included a reinvestment offer which enables eligible PERLS IV holders to invest in PERLS VI by selling some or all of their PERLS IV though an on-market buy-back facility and automatically reinvesting the proceeds in PERLS VI. The firm also acted for Morgan Stanley (an arranger) in its role as the on-market buying broker in connection with the reinvestment offer and as resale broker in connection with the proposed resale of the remaining PERLS IV on 31 October 2012. Partners Shannon Finch and Mark McFarlane led the transaction. Freehills acted for CBA.

Orrick, Herrington & Sutcliffe is representing VanceInfo Technologies Inc in respect of its tax-free, all-stock merger of equals with hiSoft Technology International Ltd valued at US$875 million. Creating the largest China-based offshore IT services provider, this deal represents one of the largest mergers between two Chinese companies listed in the United States. VanceInfo is listed and traded on the NYSE while the stock of hiSoft is listed and traded on NASDAQ. Under the terms of the agreement, VanceInfo and hiSoft shareholders will each own approximately 50 percent of the combined company. hiSoft will be the legacy listed company in the merger and its shares will continue to be listed on the NASDAQ Global Select Market. A new name for the combined company will be announced in due course. Partners Jeffrey Sun and Richard Vernon Smith, with partners Maurice Hoo, Juliano Banuelos and Grady Bolding, led the transaction.

Paul Hastings has advised China Everbright International Ltd (China Everbright), an HKSE-listed company focusing on environmental protection and alternative energy businesses in China, and its controlling shareholder Guildford Ltd in respect of China Everbright’s US$162 million top-up placement. JP Morgan was the sole placing agent. China Everbright plans to use the net proceeds for the development of its environmental protection business and for general working capital. Partner Raymond Li led the transaction. Davis Polk, led by partner Antony Dapiran, advised JP Morgan Securities (Asia Pacific) Ltd as the placing agent whilst Paul Hastings advised as to US law and Angara Abello Concepcion Regala & Cruz Law Offices advised as to Philippines law.

Rajah & Tann has advised OCBC Bank and its insurance arm Great Eastern Holdings Ltd in respect of a deal involving the sale by the group and the Lee family of their stakes in Fraser & Neave Ltd and Asia Pacific Breweries Ltd to Thai Beverage and Kindest Place Groups Ltd, for S$3.8 billion (US$3b). F&N and Asia Pacific Breweries are listed on the SGX. OCBC Bank, Great Eastern and Thai Beverage are all also SGX-listed groups. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh led the transaction which was completed on 14 August 2012.

Simmons & Simmons has advised Shenyang Jinbei Vehicle Manufacturing Co Ltd in respect of an acquisition creating a joint venture in Russia. Jinbei, the light commercial vehicle subsidiary of Brilliance Auto Group, aims to manufacture and sell vehicles in Russia through a JV with its Russian partner AMS Auto. Total investment of the project is US$25.25 million. Through a Hong Kong holding company, Jinbei holds 60 percent of the shares of the JV that will manufacture Jinbei-brand light-duty trucks in Ulyanovsk, Russia. The remaining 40 percent of the shares of the JV is held by AMS Auto. Partner Eric Lin led the transaction which was completed on 28 August 2012.

Simpson Thacher is representing Kohlberg Kravis Roberts & Co LP (KKR) and the management of Unisteel Technology International Ltd (Unisteel) in respect of the sale of Unisteel to SFS intec, a wholly owned subsidiary of SFS Group. The transaction is subject to customary closing conditions and is expected to be completed in the third quarter of 2012. The team advising on the transaction includes Kathryn King Sudol, Ian Ho and Sara Schuman.

Skadden, Arps, Slate, Meagher & Flom is representing Jason Nanchun Jiang, Chairman of the Board and Chief Executive Officer of Focus Media Holding Ltd, and his affiliates, as part of a consortium also comprising The Carlyle Group, CITIC Capital Partners, CDH Investments, China Everbright Ltd and FountainVest Partners, in respect of the proposed US$3.5 billion going-private transaction for Focus Media Holding Ltd, a leading media company that operates China’s largest lifestyle targeted interactive digital media network. The transaction constitutes the largest ever delisting of an NYSE-listed Chinese company. Partners Peter Huang and Michael Gisser are leading the transaction.

Squire Sanders (AU) has acted for the Crocodile Gold Group in respect of the consolidation of approximately A$32 million (US$32.7m) in performance bonding and various other financing facilities with ANZ, including negotiating with Credit Suisse AG with respect to an existing A$80 million (US$79.2m) gold prepay facility secured over Crocodile Gold’s Australian operations. Partner John Poulsen and Associate Peter Seares led the transaction.

Sullivan & Cromwell is representing China Telecom Corporation Ltd in respect of its US$13.4 billion acquisition of certain CDMA network assets and associated liabilities from its parent company, China Telecommunications Corporation. Partner Chun Wei is leading the transaction which was announced on 22 August 2012.

Sullivan & Cromwell is also representing ING Groep NV (Netherlands) in respect of the CAD 3.1 billion (US$3.13b) sale of ING Direct Canada (Canada) to Scotiabank (Canada). The transaction was announced on 29 August 2012 and is reportedly the largest bank M&A deal in Canada since 1999. Partner Mark Menting led the transaction whilst Norton Rose Canada, led by partners Peter Wiazowski and Andrew Fleming, acted as co-counsel.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has represented Itochu Corporation in respect of an acquisition of a 20 percent stake and a subscription of a 5 percent stake in Agromate Holdings Sdn Bhd, one of Malaysia’s largest companies engaged in the trading, marketing and manufacturing of chemical fertilisers and one of Asia’s largest manufacturer of nitrogen, phosphate and potassium based fertilisers. The firm also advised Itochu Corporation on the entry of a shareholders agreement with the remaining shareholders of Agromate Holdings Sdn Bhd. Partner Brian Chia led the transaction that concluded in early August.

WongPartnership has acted for AXA Real Estate Investment Managers in respect of the establishment of the Tokyo Office Property Fund, which raised US$126 million in equity to invest in mid-sized Tokyo office properties. Partners Low Kah Keong and Felicia Marie Ng led the transaction.