|Allen & Gledhill LLP has advised Temasek Financial (I) Limited in respect of the company having completed, under its US$5 billion Guaranteed Global Medium Term Note Program (the program), the offerings of US$500 million 5.375 percent Guaranteed Debentures due 2039, S$300 million 4.0 percent Guaranteed Notes due 2029, and S$300 million 4.2 percent Guaranteed Notes due 2039. The firm also advised Temasek Holdings (Private) Limited, which is rated AAA by Standard & Poor’s and Aaa by Moody’s Investors Service, in respect of it having unconditionally and irrevocably guaranteed the notes. Partners Yeo Wico, Andrew Chan, Sunit Chhabra and Glenn Foo advised.
Allen & Gledhill LLP has also advised Queensley Holdings Limited (QHL) in respect of its issuance of S$320 million secured fixed rate senior notes due 2012, S$151 million secured fixed rate junior notes due 2012, and S$78 million redeemable preference shares (collectively, the securities) in the securitisation of the property known as “Capital Square”. The senior and junior notes are secured by, inter alia, a mortgage over Capital Square, and the proceeds from the issuance have been used to redeem existing bonds issued by QHL. The senior notes are the largest Singapore dollar corporate bond issue in a single tranche in Singapore this year. Partner Jerry Koh advised QHL and Capital Square Pte Ltd, which is the owner of Capital Square. Partners Margaret Chin, Margaret Soh and Magdalene Leong also advised Australia and New Zealand Banking Group Limited – as arranger and manager in respect of the issue – and DBS Trustee Limited, as trustee for the holders of the senior and junior notes.
Amarchand & Mangaldas & Suresh A. Shroff & Co has advised UTI Asset Management Company Limited (UTI), the fourth largest asset manager in India and the country’s oldest mutual fund institution, in respect of T. Rowe Price Global Investment Services Limited (T. Rowe) becoming a strategic partner in UTI and the UTI Trustee Company Pvt Ltd (UTI Trustee). The State Bank of India, Punjab National Bank, Bank of Baroda and Life Insurance Corporation of India, which are all shareholders in UTI and UTI Trustee, are in the process of inducting T. Rowe as a strategic partner, through which it will acquire a 26 percent stake in both UTI and UTI Trustee at a value of approximately INR 6.5 billion (approx US$138m). As a result of the agreement, T. Rowe will route all its investments into India through UTI. Partner S. H. Bhojani led the firm’s team.
AZB & Partners has represented Abbott Laboratories in its acquisition of the ‘nutrition food division’ business from various entities in the Wockhardt group. The deal, which is valued at approximately US$130 million, was structured as an asset acquisition from certain Wockhardt entities, and as a business acquisition as a going concern on a slump sale basis from other Wockhardt entities. Partner Percival Billimoria Esq led the firm’s advisory team.
AZB & Partners has also acted for Bharat Forge Limited (BFL) in relation to the company’s agreement with Alstom to incorporate two joint venture companies (JVA and JVB) in India. Alstom and BFL will hold 51 and 49 percent equity shares of JVA’s capital respectively. Conversely, BFL will hold a 51 percent equity stake in JVB. It is expected the equity investments of the companies will be valued at approximately Rs. 10 billion (US$213m). JVA will manufacture turbines and generators for coal based power plants of 300-800 MW range and undertake turbine island projects, whilst JVB will manufacture condensers and heat exchangers for such turbine island projects. Partner Alka Nalavadi advised.
Baker & McKenzie has advised Shanghai Jin Jiang International Hotels (Group) Company Limited, China’s biggest hotel operator, on setting up a 50:50 joint venture with US-based real estate investment firm Thayer Lodging Group for the US$307 million acquisition of New York Stock Exchange-listed Interstate Hotels & Resorts Inc (Interstate), the largest independent hotel management company in the US. The transaction, which marks the first overseas acquisition by a Chinese hotel chain, is to be made at US$2.25 per share in cash and involves assumption of all Interstate’s outstanding debt, subject to certain paydowns. The firm’s team was led by M&A and securities partners Elsa Chan, Howard Wu and Anthony Jacobsen.
Baker & McKenzie has also acted for Dish TV India Limited (Dish TV) in its issuance of global depository receipts to US-based asset management company Apollo Management. Raising US$100 million in funds, the issuance enables Dish TV, India’s pioneer and largest direct-to-home service provider, to expand its service and distribution network across India. Following the offering, Apollo Management owns 11 percent of the expanded capital of Dish TV. The firm’s US securities team in the Asia Pacific was led by Ashok Lalwani and Yeo Jih-Shian.
In addition, Baker & McKenzie has acted as Hong Kong and US law counsel to Macquarie Capital Securities Limited in its capacity as the sole global coordinator, bookrunner, sponsor and lead manager of Shengli Oil & Gas Pipe Holdings Limited’s HK$1.58 billion (US$204m) global offering, before exercise of the over-allotment option. The shares commenced trading on The Stock Exchange of Hong Kong Limited on 18 December 2009. The firm’s team was led by partners CY Leung and PH Chik on the Hong Kong law aspects and Allen Shyu on the US law aspects.
Clifford Chance and WongPartnership have both advised leading private equity investor Actis LLP on its tie up with Singapore-listed oil and gas services provider, KS Energy Services. The deal creates a new joint venture company, KS Distribution (KS), which will sell equipment and services to oil companies in Asia and the Middle East. The new company, valued at S$320 million (approx US$229.3m), will take private KS Energy’s subsidiary, Aqua-Terra Supply Co (ATS), and its associated company, SSH Corporation (SSH). KS will offer to acquire all the shares of both ATS and SSH by inter-conditional separate schemes of arrangement, through a combination of cash and new KS Energy shares, and will also acquire three other privately held KS Energy businesses. Actis’ investment and consolidation of the businesses will give KS critical mass and provide it with the resources to increase its market share and bid for bigger projects both in Asia and the Middle East. Singapore-based partner Lee Taylor led the transaction for Clifford Chance, assisted by partner Philip Rapp. Partners Andrew Ang, Carol Anne Tan and Khaw Gim Hong were on the advisory team from WongPartnership.
Clifford Chance has also advised Singapore-based upstream oil and gas company KrisEnergy on its acquisition of assets in Indonesia and Vietnam from Serica Energy plc. The assets, valued at US$98.6 million, comprise a 25 percent interest in the Kambuna gas and condensate field and a 24.6 percent interest in the Kutai production sharing contract, both in Indonesia, together with a 33.33 percent interest in Block 06/94 PSC in Vietnam. Completion of the transaction is subject to receipt of the necessary regulatory approvals. Partner Lee Taylor again advised.
In addition, Clifford Chance has advised Shell on the sale of its downstream marketing businesses in the north Pacific islands of Guam, Saipan and Palau to IP&E Holdings of the Philippines, a company 100 percent owned by the Delgado family of the Philippines. The agreement covers the sale of Shell’s retail, commercial and aviation businesses owned by Shell Guam Inc and Shell Company (Pacific Islands) Limited. Under the terms of the agreement, the retail network in the islands will remain Shell-branded through a series of trademark licensing agreements. The sale is part of Shell’s ongoing plans to concentrate its global downstream portfolio. Partner Lee Taylor led the firm’s team in advising.
Furthermore, Clifford Chance has advised US private equity house Columbia Capital, as a substantial shareholder in euNetworks Limited, in relation to a subscription for convertible bonds to be issued by euNetworks and its sub-underwriting of the convertible bond issue. The total transaction size of S$53.4 million (approx US$38.2m) represents the subscription by Columbia Capital for its pro rata share of the bonds issue and its subscription for any excess bonds not subscribed for by other shareholders. The transaction is subject to receipt of various regulatory consents. Corporate partners Lee Taylor and Joan Janssen led firm’s advisory team.
Clifford Chance has also advised Turner Broadcasting System Asia Pacific Inc, a subsidiary of Time Warner Inc, on its US$117 million acquisition of a majority stake in NDTV Imagine Limited (NDTV Imagine), an Indian company involved in the production, broadcasting and licensing of Hindi and multi-language general entertainment television programmes, movies and programmes, and distributing and marketing feature films. NDTV Imagine is one of the fastest growing television channels, distributors and production houses in India, catering for the Hindi-speaking audience, and building on the established media pedigree of NDTV Limited. Partner Lee Taylor advised. The transaction is subject to receipt of approvals from various Indian regulatory authorities.
Finally, Clifford Chance has advised the underwriters of a dual-tranche Singapore-listed convertible bond issue by Asahi Glass Company Limited, one of the largest glass makers in the world. The issue comprised JPY 50 billion zero coupon convertible bonds due 2012 and JPY 50 billion zero coupon convertible bonds due 2014. Both tranches are listed on the Singapore Exchange. Nomura acted as bookrunner on the issue. Partners Reiko Sakimura and Joan Janssen led the firm’s Tokyo and Singapore teams respectively. A Hong Kong team acted as trustee’s counsel for the issues.
Davis Polk & Wardwell LLP has advised Morgan Stanley & Co International plc and Citigroup Global Markets Inc as underwriters on an SEC-registered shelf takedown offering of LDK Solar Co Ltd’s 16.52 million ADSs, representing 16.52 million ordinary shares. The public offering price per ADS was US$7.00, bringing the aggregate amount of the offering to US$115.6 million. The firm’s advisory team was led by partner James C. Lin. LDK Solar Co Ltd, the world’s largest producer of solar wafers based in Xinyu, China, was advised by Sidley Austin LLP.
Davis Polk & Wardwell LLP has also advised a syndicate of underwriters co-led by Credit Suisse Securities (Canada) Inc and TD Securities Inc, in connection with a $367 million Canadian dollar (approx US$349m) secondary offering of 21.85 million common shares of Sino-Forest Corporation (SFC), one of the largest foreign-owned commercial tree plantation operators in the PRC. The offering, which included 2.85 million shares issued pursuant to an overallotment option, consisted of a public offering in Canada and Rule 144A and Reg S offerings in the US and other jurisdictions. Concurrently with the offering, the firm advised Credit Suisse Securities (LLC), Merrill Lynch, Pierce, Fenner & Smith Incorporated and TD Securities Inc as initial purchasers on a Rule 144A/Reg S offering by SFC of its 4.25% convertible senior notes due 2016 in an aggregate principal amount of US$460 million, including US$60 million issued pursuant to the over-allotment option. The firm’s advisory team included partner William F. Barron of Hong Kong and John M. Brandow of New York. Linklaters advised SFC as to matters of US, England and HK law.
In addition, Davis Polk & Wardwell LLP has advised joint bookrunners Goldman Sachs (Asia) LLC, Citi, Barclays Capital, BNP Paribas Capital (Asia Pacific) Limited and UBS Investment Bank in relation to the global offering of Sands China Ltd, a subsidiary of Las Vegas Sands Corp which is a leading developer, owner and operator of integrated resorts and casinos in Macau. Around 1.87 billion ordinary shares were sold in the global offering with gross proceeds of approximately HK$19.4 billion (approx US$2.5b). The global offering comprised 1.27 billion newly issued shares offered by the company, and a secondary offering of 600 million shares offered by Venetian Venture Development Intermediate (II), an indirectly held, wholly-owned subsidiary of Las Vegas Sands Corp. The shares were offered through a registered IPO in Hong Kong and through Rule 144A/Reg S offerings in the US and other jurisdictions. The firm’s advisory team was led by partner William F. Barron, with London partner John D. Paton providing tax advice. The issuer was advised by Sidley Austin regarding both US and Hong Kong law.
Finally, Davis Polk & Wardwell LLP has advised the joint lead managers – Citigroup Global Markets Limited, Deutsche Bank AG, Singapore Branch, Goldman Sachs International, JP Morgan Securities Ltd, Morgan Stanley & Co International plc and The Royal Bank of Scotland plc – in respect of the US$500 million Rule 144A/Reg S offering by Hyundai Capital Services Inc (HCS) of its 6 percent notes due 2015 under its US$3 billion global medium-term notes program. A leading financial services company in Korea, HCS is a joint venture between Hyundai Motor Company and General Electric Capital Corporation. Tokyo-based partner Eugene C. Gregor led the firm’s advisory team, whilst partner John D. Paton again provided tax advice. Yulchon and Simpson Thacher & Bartlett LLP advised HCS as to Korean and US law respectively.
DLA Piper is representing Nasdaq-listed AsiaInfo Holdings Inc in respect of its acquisition of Linkage Technologies International Holdings Limited, a leading provider of software solutions and IT services for the telecommunications industry in China. The cash and stock deal, valued at US$733 million, is expected to create the largest software company in China. The combined company will be called AsiaInfo-Linkage Inc. The acquisition was announced on 6 December 2009 and is expected to close in the second quarter of 2010. Under the terms of the agreement, Linkage shareholders will receive US$60 million in cash and approximately 26.8 million AsiaInfo shares upon closing of the transaction. Based on the closing price of AsiaInfo’s stock on 4 December 2009, the combined company will have a market value of over US$1.8 billion.
DLA Piper has also advised the joint sponsors, Piper Jaffray Asia Securities Limited and First Shanghai Capital Limited, and the underwriters in relation to the IPO of MOBI Development Co Ltd (MOBI) on the main board of the Hong Kong Stock Exchange on 17 December 2009. MOBI, a leading provider of wireless communication antennas and base station radio frequency (RF) subsystems in China, successfully raised over HK$593 million (approx US$76.4m) through its IPO. Esther Leung, partner and co-head of the firm’s Asia capital markets practice, led the deal.
FoxMandal Little has been appointed as the legal advisors to the Government of India (GOI) in respect of its proposed disinvestment in Satluj Jal Vidyut Nigam Limited (SJVN), a joint venture company between GOI and the Government of Himachal Pradesh (GOHP). The firm won the bid alongside their international consortium partner K&L Gates. The purpose of the joint venture is to plan, investigate, organise, execute, operate and maintain Hydro-electric power projects, and the GOI proposes to disinvest 10 percent of its equity in the company through public offering.
Freshfields Bruckhaus Deringer has advised China Pacific Insurance, a leading composite insurance group in China, on its US$3.1 billion Hong Kong IPO and global offering. Slaughter and May acted as Hong Kong legal counsel to the sole global coordinator, UBS, the joint bookrunners, joint sponsors and joint lead managers – UBS, Credit Suisse, CICC and Goldman Sachs – and the Hong Kong underwriters in respect of the Hong Kong IPO. Partners Kay Ian Ng and Calvin Lai led the Freshfields’ team, whilst partner Benita Yu led the advisory team from Slaughter & May.
Fried, Frank, Harris, Shriver & Jacobson LLP has represented Merrill Lynch Far East Limited, as the dealer manager, in a fixed price, all cash tender offer by leading PRC property developer Hong Long Holdings Limited for any and all of its outstanding 12.5% Senior Notes due 2012, and the related consent solicitation to strip substantially all of the covenants in the senior notes indenture. The tender offer expired on 21 December 2009, with approximately 63 percent of the outstanding senior notes validly tendered and accepted for purchase, valued at US$51 million. Consents from holders representing approximately 81 percent of the outstanding senior notes, valued at US$66 million, were validly delivered and accepted. Corporate partners Joshua Wechsler and Victoria Lloyd advised.
JSM has acted for Minmetals Land Limited in connection with its recent fund raising exercise, by way of placing and top-up, which concluded on 17 December 2009. The placing and top-up transaction is expected to raise a net proceed of approximately HK$930 million (approx US$119.9m) and is fully underwritten by BOCI Asia Limited. The firm’s team was led by partner Derek Tsang.
Khaitan & Co has advised Citigroup Global Markets India Private Limited in relation to the approximately US$150 million Qualified Institutions Placement of Aban Offshore Limited. Citigroup Global Markets India Private Limited acted as the Sole Global Coordinator and Book Running Lead Manager to the placement.
Khaitan & Co has also advised American Diesel and Gas Inc (ADG), a Florida based company that manufactures and sells insulation materials used in engines, in relation to the indirect acquisition of a 51 percent stake held by ADG in Q-Shield Diesel & Gas Technologies Private Limited (Q-Shield) by an investor acquiring a stake in ADG. Q-Shield designs and manufactures technology products for liquid fuel related engines.
In addition, Khaitan & Co has advised Eveready Industries India Ltd, India’s most reputed FMCG company, in connection with the company’s acquisition of 80 percent of the shares in Uniross, a France-based company with a factory in China. Unicoss SA manufactures and distributes dedicated rechargeable batteries and battery chargers.
Khaitan & Co has also advised Faridabad Investment Company Limited (Faridabad) in respect of the investment of approximately US$17 million by Cresta Fund Limited (Cresta), a Securities and Exchange Board of India-registered Foreign Institutional Investor. The transaction involved an investment in Faridabad by Cresta under the Portfolio Investment Scheme in an unlisted company.
Furthermore, Khaitan & Co has advised Siemens Limited and Flender Limited in relation to the acquisition by Siemens Limited of Flender Limited, in terms of the Scheme of Amalgamation u/s 391 & 394 of the Companies Act, 1956.
Khaitan & Co has also advised Titagarh Steels Limited (TSL) and Titagarh Wagons Limited (TWL) in respect of the acquisition of TSL by TWL in terms of a Scheme of Amalgamation u/s 391 & 394 of the Companies Act, 1956.
Finally, Khaitan & Co has advised The Blackstone Group in relation to its US$65 million (INR 300 crores) investment in Gateway Rail Freight Limited (GRFL), a subsidiary of Gateway Distriparks Limited which is a listed entity involved in transport and logistics.
KhattarWong has acted for Plenty Gold Enterprises Limited (Plenty Gold) in connection with its terms facility agreement with DBS Bank Ltd, Hong Kong Branch (DBS). Pursuant to the agreement, Plenty Gold will draw down from DBS a loan of HK$220 million (approx US$28.3 million), to be used for the purpose of financing its voluntary conditional cash offer for all the issued and paid-up ordinary shares of par value US$0.02 each in the capital of investment holding company Sihuan Pharmaceutical Holdings Group Ltd. Partner Lawrence Wong from the firm’s corporate and securities laws department advised on the deal.
KhattarWong has also acted for Juken Technology Limited (Juken), a company specialising in manufacturing a wide variety of precision moulded plastic components, in connection with its proposed renounceable underwritten rights issue of more than 82.3 million new ordinary shares in the capital of the company, with more than 41.1 free detachable and transferable warrants. Each warrant carries the right to subscribe for one new ordinary share in the capital of Juken, on the basis of six rights shares with three warrants for every ten existing ordinary shares held by the entitled shareholders. The estimated net proceeds from the rights issue before the exercise of any warrants are expected to be approximately S$3 million (approx US$2.15m). Assuming all the warrants are exercised, Juken is expected to receive further proceeds of approximately S$1.6 million (approx US$1.14m). Partner Lawrence Wong again led the firm’s advisory team.
Kim & Chang has advised the Korea National Oil Corporation (KNOC) which, together with its Kazakhstan joint venture partner, established KNOC White Hill BV and acquired 100 percent of Sumbe Joint Stock Company (Sumbe) on 25 December 2009, for a total of US$335 million. Sumbe has two oil fields in Kazakhstan, one of which is at the stage of pilot production whilst the other is under exploration. The purchase was conducted through an open market purchase at the Kazakhstan stock exchange. KNOC holds 85 percent of Sumbe. Whilst its joint venture partner holds the remaining 15 percent. Y.K. Oh and B.M. Park were key partners on the transaction.
Latham & Watkins has represented China-based biopharmaceutical company China Nuokang Bio-Pharmaceutical Inc in connection with its initial public offering of 5 million ADSs, representing 40 million ordinary shares listed on the NASDAQ Global Market. The offering raised gross proceeds of US$45 million, whilst a selling shareholder granted the underwriters a 30-day option to purchase up to 750,000 additional ADSs to cover over-allotments. Completed and closed on 15 December 2009, Jefferies & Company Inc and Oppenheimer & Co Inc acted as underwriters for the offering. Hong Kong corporate partners David Zhang and Eugene Lee led the firm’s advisory team.
Latham & Watkins has also represented various international lead managers in relation to the Rs 2,700 crore (approx US$580m) Regulation S and 144A initial public offering of shares by Indian power producer JSW Energy Limited on the National Stock Exchange and the Bombay Stock Exchange in India, and in the US to qualified institutional buyers (QIBs). The firm’s corporate team was led by Singapore partners Rajiv Gupta and Michael Sturrock.
In addition, Latham & Watkins has also represented China Life Insurance Company Limited (China Life), China’s largest life insurance company, in connection with its approximately HK$5.82 billion (approx US$750m) investment in Hong Kong-listed Sino-Ocean Land Holdings Limited (Sino-Ocean). Completed on 30 December 2009, China Life’s subscription of 934 million new shares, at an issue price of HK$6.23 per share, represents approximately 16.57 percent of Sino-Ocean’s enlarged share capital, making China Life the second largest shareholder in the company, which is one of the largest real estate companies in Beijing. The firm’s team was led by Hong Kong corporate partner Cathy Yeung, working along with partners Michael Liu and Stanley Chow. Sino-Ocean was advised by a team from Paul, Hastings, Janofsky & Walker led by Raymond Li, partner and leader of the firm’s China Practice in Hong Kong.
Lee & Ko has represented Samsung Heavy Industries (Samsung) in respect of a patent infringement claim brought against the company by Transocean in early 2007. Transocean’s patent pertains to a “method and device for multi-tasking exploratory or developmental drilling,” which it alleged was infringed by Samsung’s construction of 7 drillships consisting of state-of-the-art technologies that raised Samsung’s costs to KRW 700 billion (approx US$600m) per drillship. Led by IP counsel Young-Mo Kwon and Sun Chang, Samsung defended the infringement claim and invalidated Transocean’s patent at the trial level. Transocean appealed, yet subsequently filed a motion to withdraw its claim on 23 December 2009 when the decision of the appellate court was imminent.
Lee & Ko has also defended Hyundai Welding (Hyundai) in an infringement claim brought by Lincoln Electric Company and Lincoln Global (collectively, Lincoln) before the United States International Trade Commission. The claim alleged infringement of Lincoln’s patent for bulk welding wire containers and components and welding wire. Hyundai and Lincoln settled the matter in December 2009. The firm’s litigation team was led by Jae Hoon Kim, partner and head of the firm’s intellectual property practice group.
Finally, Lee & Ko has exclusively represented a consortium of about 20 companies led by Korea Electric Power Corporation (KEPCO) – including Korea Hydro & Nuclear Power Co, Westinghouse, Doosan Heavy Industries, Samsung Corporation, Toshiba and Korea Nuclear Fuel – in relation to the consortium signing a landmark $40 billion nuclear power plant deal with the Emirates Nuclear Energy Corporation (ENEC), the government-owned nuclear power plant operator of the UAE. The project is thought to be the largest nuclear power plant project in history and the agreement, signed on 27 December 2009, encompasses construction and delivery of 4 units of 1400 MW reactors by 2020, and the provision of operating services, maintenance services and nuclear fuel thereafter, with a possibility for delivery of additional reactor units. Jongkwan Peck and Joong Hoon Kwak led the firm’s advisory team, whilst ENEC was represented by Pillsbury Winthrop Shaw Pittman.
Mallesons Stephen Jaques has advised leading global financial institution International Netherlands Group (ING) on its entry into a definitive agreement to sell its 50 percent stake in Pacific Antai Life Insurance Company Ltd to China Construction Bank, the second largest commercial bank in China in terms of total assets as of 30 June 2009. The transaction is subject to regulatory approvals and is expected to be booked and closed in the second half of 2010. The firm’s team was led by partner Stuart Valentine.
Minter Ellison has advised Gloucester Coal Ltd (Gloucester) in relation to the company having received a notice of intention of a takeover offer from Macarthur Coal Limited (MCL), through which MCL would acquire all of the issued securities of Gloucester. A number of related transactions are also involved in this A$1.2 billion (approx US$1.09b) deal, and through acquiring Gloucester and stakes in other mines MCL is expected to double output within five years, making it the biggest independent coal producer in Australia. Partners John Steven, Bart Oude-Vrielink and Bruce Cowley led the firm’s advisory team.
Norton Rose Group has advised Schramm Holding AG (Schramm), one of the oldest German coating factories, in relation to the first German AG-share listing on the Hong Kong Stock Exchange. Schramm is the first company from the major industrial, civil law countries in Europe to be listed in Hong Kong, with trading of the company’s shares having commenced on 29 December 2009. A total of 5 million new shares were offered for the international placing to institutional investors and the public offering to the general public in Hong Kong, both of which were over-subscribed. Due to legal restrictions, subscription by investors from the European Union is not permitted. After deduction of all costs and expenses, Schramm anticipates the net proceeds from the global offering to be approximately 14 million euros (approx US$20m). DLA Piper’s Hongkong and Frankfurt teams advised Guotai Junan Capital Limited, as the sponsor, and Samsung Securities (Asia) Limited – as the sole global coordinator, bookrunner and lead manager – in relation to the IPO. Partners JC Lee, Esther Leung and Dr Kirsten Girnth led the firm’s advisory team. The Norton Rose advisory team comprised partners from across its Munich, Frankfurt, Brussels offices, and included corporate finance partners Stanley Lai and Richard Crosby of Hong Kong and Justin Wilson of Shanghai.
Orrick, Herrington & Sutcliffe LLP has advised Standard Chartered Securities (Hong Kong) Limited (formerly known as Cazenove Asia Limited) in the successful listing of China XLX Fertiliser Ltd – a leading coal-based urea and compound fertilizer producer in China – on the Main Board of the Hong Kong Stock Exchange by way of introduction. The transaction, led by Hong Kong partner Edwin Luk, represents the first time a Singapore-incorporated company has successfully listed on both the Hong Kong and Singapore Stock Exchanges, after the HKSE recently recognised Singapore as an acceptable jurisdiction for a listing applicant’s place of incorporation. The listing took place on 8 December 2009.
Orrick, Herrington & Sutcliffe LLP has also advised Chuo Kagaku Co Ltd, a leading Japan-based food packaging manufacturer, on the sale by its US subsidiary, Central Packaging Corp, of all its shares of C&M Fine Pack Inc to C&M Packaging LLC. The sale was completed on 14 November 2009. Founded in 1951, Chuo Kagaku Co Ltd has developed the technology and expertise to manufacture a wide variety of eco-friendly food packaging products made from reprocessed plastic materials. The company has licensed and exported its technology to customers globally including in the US, China, New Zealand, South Korea, Switzerland and Thailand. A team of Japan and US qualified M&A lawyers from the firm’s Tokyo and Silicon Valley offices, led by partners Mark Weeks and Mark Seneca, advised on the transaction.
Paul, Weiss, Rifkind, Wharton & Garrison has advised Mitsubishi UFJ Financial Group (MUFG) in the completion last December 2009 of an offering of 2.5 billion shares of common stock for an aggregate of 1.07 trillion yen (approx US$12.1b). The offering is the largest follow-on offering by a Japanese issuer and the largest securities offering in Japan for the past decade. Partners Tong Yu and Peter Rothenberg led the firm’s advisory team while Nagashima, Ohno & Tsunematsu acted as Japanese counsel in this offering.
Shook Lin & Bok LLP has advised Best Decade Holdings Limited (Best Decade) as Singapore legal counsel on the restructuring of its S$175 million Zero Coupon Exchangeable Bonds Due 2012, which will enable Best Decade to meet its financial challenges and fulfill its obligations under the Exchangeable Bonds pursuant to an alternative settlement scheme. One of the terms of the restructuring is the cash consideration of approximately US$19 million. The firm’s team was led by partners KK Teo, Nicholas Chong and Teo Yi Jing. Clifford Chance LLP advised Citigroup Global Markets Asia Limited, the financial advisers in connection with the restructuring.
Shook Lin & Bok LLP has also advised Delong Holdings Limited (Delong) as Singapore legal counsel on the restructuring of its RMB1.532 billion US Dollar Settled Zero Coupon Convertible Bonds Due 2012, to enable Delong to meet its financial challenges and fulfill its obligations under the Convertible Bonds via an alternative settlement scheme. One of the terms of the restructuring is the initial cash payment of US$30 million. The firm’s team was again led by partners KK Teo, Nicholas Chong and Teo Yi Jing. Clifford Chance LLP again also advised Citigroup Global Markets Asia Limited who acted as financial adviser to Delong in connection with the restructuring.
Skadden, Arps, Slate, Meagher & Flom is representing Taipei-based GigaMedia Limited, a NASDAQ-listed provider of online entertainment software and services, in connection with its establishment of a strategic alliance with Mangas Gaming, the leading French sports betting and online gaming group. GigaMedia is selling a 60 percent interest in its Everest Poker online gaming business to Mangas for US$100 million plus an earnout based on the fair market value of the business in 2012. The company will continue to hold the remaining 40 percent interest, with a put option to sell all or part to Mangas beginning in 2013. Beginning in 2015, Mangas will have a call option on any remaining shareholding held by GigaMedia. Partners Alec Tracy (Hong Kong), Stephen Banker (New York) and Moshe Kushman (LA) led the firm’s advisory team, supported by other partners from the firm’s global offices.
Stamford Law Corporation has advised US-based e-Rewards Inc in its £89 million (approx US$139m) acquisition, via its wholly-owned UK subsidiary e-Rewards Bidco, of all the issued share capital of Research Now plc. The transaction was effected by means of a Court approved scheme of arrangement between the two firms under Part 26 of the Companies Act of the English Law. The Singapore part of the synergetic merger between the two leading international online research specialists was led by director Yap Lian Seng.
Stamford Law Corporation has also represented Singapore Exchange Mainboard listed Ecowise Holdings Limited (Ecowise) in its entry into a sale and purchase agreement with Malaysia-based Sun Organization Sendirian Berhad (Sun Organization) and other individual vendors. Ecowise is to acquire the shares of Sunrich Integrated Sdn Bhd (SRI) for RM44.1 million (approx US$13m), representing 70 percent of the voting rights of SRI. Sun Organization is the holding company of SRI. The acquisition was led by director Bernard Lui.
Stephenson Harwood has acted for PT Lion Mentari, Indonesia’s largest airline, on the first Ex-Im Bank supported financing of aircraft into Indonesia in over two decades. Under the terms of the transaction, which was arguably the largest single aircraft financing in Indonesia in 2009, Ex-Im Bank supported financing for the acquisition of seven new generation Boeing 737-900ER (worth over US$500 million at catalogue prices). The facility was arranged and is provided by Citibank NA. Three of the seven aircraft financed under the facility were delivered in late December 2009, with the remaining four aircraft expected to be delivered over the coming months. Singapore-based partner Paul Ng led the firm’s advisory team.
Vinson & Elkins LLP has represented Sinopec in the negotiation and signing of a Sale and Purchase Agreement covering the supply of 2 million tonnes of LNG per annum for a period of 20 years, which is to be delivered to Qingdao in China from a new LNG project to be constructed in Papua New Guinea (PNG). The purchaser of the LNG is a Sinopec subsidiary – Unipec Asia Co Ltd – and the sellers are a group of PNG LNG project companies led by Exxon Mobil Corporation. The firm also represented Sinopec in the negotiation of a Heads of Agreement for the sale, which was signed in November 2009. Beijing partners Xiao Yong and Paul Deemer played leading roles in advising on the transaction.
Watson, Farley & Williams LLP has advised Sumitomo Mitsui Banking Corporation, as agent, and a syndicate of 15 cross-border lenders on a recent refinancing signed in December 2009 involving Korea Gas Corporation (KOGAS), the world’s largest importer of liquefied natural gas, and four 135,000 cbm LNG carriers. The refinancing was valued at over US$630 million. The firm’s transaction team was led by partner Goh Mei Lin. Lee & Ko acted as Korean counsel for the lenders, whilst Kim & Chang acted as counsel for KOGAS and the charterers.
White & Case LLP has represented China Development Bank and Bank of China Limited as co-borrowers in respect of a €1.75 billion (approx US$2.53b) financing to purchase equipment and technology for a nuclear power plant to be built by Taishan Nuclear Power Company Limited. The firm also represented the two clients as co-arrangers in the structuring, negotiation and drafting of the financing documentation in connection with a CNY33.4 billion (approx US$4.89b) syndicated loan facility to finance the procurement and construction of the Taishan project. Xiaoming Li led the firm’s team on this transaction.
WongPartnership LLP has acted for Samsun Logix Corporation (Samsun), one of the largest Korean shipping companies, in an application to the Singapore Court to allow a scheme of arrangement to be entered into between Samsun and its Singapore creditors and for a stay of any proceedings in Singapore, to give effect to the rehabilitation proceedings Samsun has commenced in Korea. Samsun was seeking similar recognition of its domestic insolvency process in a number of other jurisdictions including Australia, Belgium, England and the United States. Partner Andre Maniam led the matter.
WongPartnership LLP has also acted for Esmart Holdings Limited (Esmart) in the proposed acquisition of all the shares of Solar Silicon Resources Group Pte Ltd from Auzminerals Resource Group Pte Ltd. The proposed acquisition attracts a consideration of S$307 million (approx US$220m), to be satisfied by the allotment and issue of 1.535 billion new ordinary shares in the share capital of Esmart. Partners Raymond Tong, Chan Sing Yee and Ng Joo Kim acted on the transaction.
In addition, WongPartnership LLP has acted for Chemoil Energy Limited (Chemoil) in connection with the mandatory unconditional cash offer which Singfuel Investment Pte Ltd (Singfuel), an indirect wholly-owned subsidiary of Glencore International AG, intends to make for all the issued ordinary shares in the capital of Chemoil. The offer is subject to Singfuel’s completion of the acquisition of issued ordinary shares in the capital of Chemoil from the Chandran Family Trust for approximately US$233 million, representing approximately 50.81 percent of the issued share capital of Chemoil. Partners Andrew Ang and Dawn Law led the transaction.
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