Deals – 7 June 2012

Allen & Gledhill is also advising Frasers Commercial Trust (FCOT) and Frasers Centrepoint Asset Management (Commercial) Ltd, as manager of FCOT, in respect of FCOT’s conditional agreement for the sale of a 25-storey commercial development known as Keypoint for S$360 million (US$282m) to Bayfront Ventures Pte Ltd. The sale is conditional upon approval by the unit-holders of FCOT. Partners Margaret Soh and Tan Yah Piang led the transaction.

Allens has advised Shanghai and Hong Kong listed Zijin Mining Group Co Ltd (Zijin) in respect of its cash takeover offer for ASX listed gold producer Norton Gold Fields Ltd (Norton) which holds mining and exploration leases in Western Australia’s goldfields region, producing more than 150,000oz of gold a year. China’s largest gold producer Zijin, announced the signing of the bid implementation deed with Norton on 31 May 2012. The successful acquisition of Norton will increase Zijin’s gold reserves and resources and will provide a platform for further expansion of its overseas operations. Partner Campbell Davidson led the transaction whilst Charltons were the Hong Kong lawyers. HopgoodGanim advised Norton.

Amarchand Mangaldas is acting as Indian legal advisor to Fresenius Kabi (Singapore) Private Ltd (FKS), promoter of Fresenius Kabi Oncology Ltd (FKO), in respect of its intention to undertake one or more offers for sale on the stock exchanges for sale of up to approximately 15 percent of the total share capital of FKO in one or more tranches, subject to receipt of relevant regulatory approvals and the market conditions, to increase FKO’s public shareholding. FKS also proposes to apply to the Foreign Investment Promotion Board (FIPB) for approval of the proposed offer. The implementation of the offer will be subject to FIPB approval and market conditions. Partner Akila Agrawal is leading the transaction which was announced on 30 May 2012.

AZB & Partners has advised Port of Antwerp International (PAI) in respect of its strategic alliance agreement with Essar Ports and PAI’s investment in Essar Ports through its wholly owned subsidiary, Port of Antwerp International UK Ltd, by way of subscription to global depository securities issued by Essar Ports aggregating to approximately €25 million (US$31.4m). Each global depository security issued by Essar Ports represents 331 equity shares of Essar Ports. Partners Ashwin Ramanathan and Varoon Chandra led the transaction which was completed on 31 May 2012.

Baker & McKenzie’s China outbound team has advised State Grid Corporation of China (SGCC) in respect of its acquisition of seven high voltage electricity transmission assets in Brazil from Spain’s Actividades de Construcción y Servicios and its affiliates. The seven electricity transmission assets are located across ten states in Brazil and have a total length of about 2,792 km. This transaction will be SGCC’s second major investment in Brazil and its fourth major overseas investment. The acquisition was made through State Grid International Development Ltd, a wholly owned subsidiary of SGCC that develops its international business. Partner Boo Bee Chun, assisted by partners Roberto Martins, Beatriz Mello, Francisco Escat and Pilar Ruiz De Villa, led the transaction.

Clayton Utz has advised ASX-listed lotteries, waging and gaming company Tatts Group Ltd in respect of its offer of seven-year senior unsecured bonds to raise about A$200 million (US$198m) which opened today, on 7 June 2012. Tatts is offering seven-year senior unsecured bonds at A$100 (US$99) each, with the bonds expected to be listed on the ASX from early July. The deal represents the first vanilla bond issue in Australia to utilise the single offer document option under the recently established vanilla bonds regime. Partners Stuart Byrne and Brendan Groves led the transaction.

Duane Morris & Selvam has acted for Garden Fresh (HK) Fruit & Vegetable Beverage Co Ltd, an indirect wholly-owned subsidiary of SGX listed Sino Grandness Food Industry Group Ltd, in respect of its recent issue of CNY270 million (US$42.4m) zero coupon rate convertible bonds. The majority of the bonds were taken up by Goldman Sachs Investments Holdings (Asia) Ltd. The primary objective of the issue was to finance the company’s beverage business activities in the PRC. Sino Grandness manufactures and distributes bottled juices and canned fruits and vegetables world-wide. Director Lo Kim Seng led the transaction in collaboration with Hong Kong-based law firm JS Gale & Co.

J Sagar Associates has advised Pantaloon Retail India in respect of its stake sale of 53.67 percent ownership in Future Capital Holdings Ltd to leading global private equity firm Warburg Pincus. Partners Nitin Potdar and Rinku Bhiwandkar led the transaction. Warburg Pincus was represented by AZB & Partners.

Khaitan & Co has advised Vilmorin & Cie in respect of its acquisition of approximately 61.017 percent stake in Bisco Sciences Private Ltd (Bisco) with the objective of forming a joint venture company with the promoters of Bisco. The transaction further involved consolidation of the existing seed business of Vilmorin by way of acquisition of the existing subsidiary of Vilmorin by Bisco. Vilmorin is the fourth largest seed company in the world. Partner Abhilekh Verma acted on the transaction.

Khaitan & Co has also advised India Infrastructure Fund (IIF) in respect of the investment by Nylim Jacob Ballas India (FVCI) III Llc in Karaikal Port Private Ltd for the acquisition of minority stake from existing investor IIF and the promoters. IIF is a SEBI-registered domestic venture capital fund managed by IDFC and focused on infrastructure with a corpus of INR38 billion (US$ 927m). IIF focuses on investing equity for the long-term in a diversified portfolio of infrastructure assets in India. Partner Vaishali Sharma acted on the transaction.

King & Wood Mallesons has advised Citigroup Global Markets Australia Pty Ltd as lead manager in respect of Ten Network Holding Ltd’s (TEN) approximately A$200 million (US$198m) accelerated renounceable entitlement offer of new shares. The proceeds from the offer will enable TEN to continue to invest in programming for growth whilst strengthening its balance sheet in uncertain revenue markets. The offer will also provide refinancing flexibility ahead of the upcoming maturity of TEN’s US$125 million (swapped into A$210 million) USPP facility due on March 2013. Partner David Eliakim led the transaction. Freehills acted for TEN, Sidley Austin provided US advice and PwC provided taxation and accounting advice.

Majmudar & Partners has represented AutoSonics (India) Private Ltd, a leading India-based marketing and distribution company with a significant reach across the Indian subcontinent, in respect of establishing its joint venture with Blaupunkt Holding GmbH, a German car infotainment major. Partner Rukshad Davar led the transaction which closed on the first week of May 2012.

Majmudar & Partners has also represented William Demant Holding A/S (WDH) in respect of its acquisition of a minority stake in Otic Hearing Solutions Private Ltd. WDH group is a leading international health care company engaged in hearing devices, diagnostic instruments and personal communication. Rukshad Davar and Shikha Parakh acted on the transaction which closed on April 2012.

Milbank, Tweed, Hadley & McCloy has advised Barclays and HSBC as joint lead managers and joint book-runners in respect of a US$250 million offering of 8 percent notes due 2017 by Vietnam Joint Stock Commercial Bank for Industry and Trade (Vietinbank), the country’s second-largest bank by market capitalization. A benchmark transaction for Vietnam, the deal is the first successfully completed international bond offering by a Vietnamese state-owned bank. Partner Joshua M Zimmerman led the execution of the Rule 144A / Regulation S offering.

Paul Hastings has represented First Gen Corporation (First Gen), the largest vertically integrated power producer in the Philippines, in respect of its US$360 million acquisition of BG Group’s (BG) power assets in the Philippines. First Gen’s wholly-owned subsidiary, Blue Vulcan Holdings Corp, acquired the entire outstanding capital stock of Lisbon Star Management Ltd, a BVI-incorporated company through which BG owned 40 percent stakes in the 1 GW Santa Rita combined-cycle natural gas-fired power plant, the 400 MW San Lorenzo combined-cycle natural gas-fired power plant and the corporate vehicle for the development of the San Gabriel power project. The parties signed the share purchase agreement and achieved completion of the transaction on 30 May 2012. Following the acquisition, First Gen will beneficially own 100 percent of the Santa Rita, San Lorenzo and San Gabriel power projects. Partners Patricia Tan Openshaw and Arun Birla led the transaction whilst Quiason Makalintal Barot Torres Ibarra & Sison Law Firm, led by Ruel Soriano, advised on Philippine law. Herbert Smith, led by partner Lewis McDonald, advised BG Group whilst Sicangco & Sicangco Law Offices, led by Rosemarie Sicangco, advised on Philippine law aspects.

Shearman & Sterling is advising the financiers, Asian Development Bank (ADB), Islamic Development Bank (IsDB) and a consortium of Pakistan financiers, in respect of the financing of the Foundation Wind I and II Power Projects in Pakistan. The principal sponsor of the projects is Fauji Foundation. The entire financing is being structured on a Shariah compliant basis. The two 50 MW wind projects are the first fully Islamic financings in which ADB has been involved and featured an ADB credit guarantee in favor of IsDB, which provided a two-tranche Ijara lease financing to the borrower. Pakistan financiers are to fund under Musharaka financing. The core finance documents were signed in May 2012. Partner Bill McCormack is leading the transaction.

Shook Lin & Bok has advised Top Property Investment Pte Ltd, a subsidiary of SGX-listed Top Global Ltd, in respect of the sale of its entire interests in Capitol Investment Holdings Pte Ltd, Capitol Retail Management Pte Ltd and Capitol Hotel Management Pte Ltd to Chesham Properties Pte Ltd and New Capitol Pte Ltd for a total consideration of S$70 million (US$55m). This deal, which involved a redevelopment of Capitol, a heritage cinema establishment, into an integrated hotel retail and lifestyle hub, represents one of the largest Singapore-based consortium investments and divestments. Partner Gwendolyn Gn led the transaction.

Slaughter and May has advised MTR Corporation Ltd (MTR) in respect of an entrustment agreement with the Hong Kong Government for the construction and commissioning of the Shatin to Central Link, one of the most significant infrastructure projects to be undertaken in Hong Kong. The project will connect the New Territories with Hong Kong Island, forming a north-south railway corridor across the harbor, and will comprise ten stations and six new interchanges. The latest estimate for the total construction cost of the Shatin to Central Link is HK$79.8 billion (US$10.3b). Partner Jason Webber led the transaction.

Squire Sanders (AU) has advised Canadian company Crocodile Gold Group in respect of its A$101 million (US$100m) acquisition and the A$75 million (US$74.3m) acquisition financing of 100 percent of the shares in Northgate Australian Ventures Corporation Pty Ltd and its subsidiaries from Canadian Company AuRico Gold Inc. The financing was provided by Credit Suisse AG by way of an A$80 million (US$79.2m) gold prepay facility which is secured over Crocodile Gold’s existing operations in the Northern Territory and will be secured over the Fosterville and Stawell gold mines in Victoria, as well as operations in Western Australia. Partner John Poulsen led the financing aspect of the transaction and partner Duncan Maclean led the acquisition, both announced on 4 May 2012.

Squire Sanders (AU) has also advised Ticketmaster Australasia Pty Ltd, a subsidiary of Live Nation, the world’s leading live entertainment and eCommerce company, in respect of the establishment of a A$36.5 million (US$36m) cash advance and bank guarantee facility with CBA to fund an acquisition of Michael Coppel Presents, one of the leading concert promoters in Australia and New Zealand. Partner John Poulsen led the transaction which was completed on 9 May 2012.

Sullivan & Cromwell is representing The Goldman Sachs Group Inc on non-US anti-trust aspects in respect of Vale SA’s (Brazil) sale of its thermal coal operations in Colombia for US$407 million to CPC SAS (Colombia), an affiliated company of The Goldman Sachs Group. Partner Juan Rodriguez is leading the transaction which was announced 28 May 2012.

Sullivan & Cromwell is also representing CGI Group Inc (Canada) in respect of its £2 billion (US$3.1b) (including assumed debt) takeover bid for Logica plc (UK). Partners Tim Emmerson and Ben Perry led the transaction which was announced on 31 May 2012 whilst Norton Rose, led by Monique Fry, advised on employee incentive planning. Slaughter & May, led by William Underhill, advised Goldman Sachs on the cash confirmation aspects of the Logica takeover and Freshfields, led by Andrew Hutchings, David Sonter and Simon Evans, advised Logica.

Weerawong, Chinnavat & Peangpanor has advised Lee Feed Mill Public Company Ltd, a major animal feed/crop producer in Thailand which is also listed on the Stock Exchange of Thailand, in respect of the repurchase of the company’s shares from its shareholders. The approximately US$16.7 million transaction closed on 5 April 2012 and was led by executive partner Chinnavat Chinsangaram.

Weerawong, Chinnavat & Peangpanor has also represented Asia Aviation Public Company Ltd and selling shareholders in respect of the IPO and offering of existing shares in Thailand, as well as the international offering under Regulation S. Credit Suisse (Singapore) and CIMB Bank acted as international managers whilst CIMB Securities (Thailand) Co Ltd and Thanachart Securities Plc acted as underwriters for the 750 million new and 462.5 million existing shares of selling shareholders. This phase of the IPO closed on 29 May 2012. CIMB Securities (Thailand) Co Ltd and Thanachart Securities Plc also acted as placement agents for the secondary offering involving 727.5 million existing shares of selling shareholders which completed on 1 June 2012. The IPO and secondary offering are valued at approximately US$239.3 million. The transactions were led by partners Chatri Trakulmanenate and Peangpanor Boonklum.

WongPartnership has acted for Ascendas Funds Management (S) Ltd, manager of Ascendas Real Estate Investment Trust (A-REIT), and HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of A-REIT, in respect of the S$32 million (US$25m) divestment of Goldin Logistics Hub at 6 Pioneer Walk to Chasen Logistics Services Ltd, a wholly owned subsidiary of Chasen Holdings Ltd. Partners Dorothy Marie Ng and Monica Yip led the transaction.

WongPartnership has also acted for SEAVI Advent Equity V (C) Ltd in respect of the sale of 123.8 million ordinary shares in SGX listed Sin Heng Heavy Machinery Ltd to Toyota Tsusho Corporation, a member of Toyota Motor (Corporation) Group. Partners Mark Choy and Lau Kiat Wee led the transaction.