Deals – 7 March 2013

Allen & Gledhill has also advised SGX-listed Golden Super Holdings Ltd, a member of the Lippo group of companies, in respect of its subscription agreement with GSH Corporation Ltd (GSH) to subscribe for 184,653,669 new shares in GSH for approximately S$17.54 million. The subscription shares represent approximately 3.9 percent of the enlarged issued and paid-up share capital of GSH. Partner Leonard Ching acted on the transaction.

Allens, in alliance with Linklaters, has advised Arle Capital Partners and its portfolio company, Innovia Films, in respect of the acquisition of the remaining approximately 50 percent interest in Securency International Pty Ltd from the Reserve Bank of Australia (RBA). Securency has been jointly owned by Innovia and the RBA since 1998, and is a world leader in banknote counterfeit prevention through the manufacture and supply of its advanced Guardian® polymer-based banknote substrate. Currently in issue in 21 countries around the world, Securency’s Guardian® banknotes are highly durable, safe and secure. Partner Niranjan Arasaratnam led the Allens team whilst partner Ian Bagshaw led the Linklaters team in the transaction which was completed on 28 February 2013.

AZB & Partners has advised Asahi India Glass Ltd in respect of its issue of equity shares on a rights basis to existing shareholders aggregating up to approximately INR2.5 billion (US$46.3m). Partner Meera Singh Joyce led the transaction.

AZB & Partners has also advised GE Capital India in respect of the acquisition by Magma Fincorp Ltd of the shares of GE Money Housing Finance (GEMF) from its existing shareholders and of the home loan portfolio of GE Money Financial Services Private Ltd (GEMFSPL). The share purchase transaction with respect to GEMF was completed on 11 February 2013 whilst the portfolio sale transaction with respect to GEMFSPL was completed on 13 February 2013. Partner Shameek Chaudhuri led the transaction.

Baker & McKenzie is acting as Hong Kong counsel to HKSE-listed leading international frozen seafood supplier Pacific Andes International Holdings Ltd (PAIH) in respect of the proposed acquisition by China Fishery Group Ltd, an indirect non-wholly owned subsidiary of PAIH, in respect of its US$555.8 million voluntary cash offer for all the outstanding issued shares of Copeinca, the second largest fishing company in Peru whose shares are primarily listed on Oslo Børs and secondarily listed on the Lima Stock Exchange. The acquisition will elevate China Fishery and subsequently it will become Peru’s largest producer, as well as among the world’s largest producers, of fishmeal and fish oil. The acquisition will be funded by a combination of a 1-for-1 fully underwritten rights issue by SGX-listed China Fishery which will raise net proceeds of not less than US$277.5 million, a loan facility of up to US$295 million and other internal company resources. SGX-listed Pacific Andes Resources Development Ltd, PAIH’s non-wholly owned subsidiary which is also the majority shareholder of China Fishery, will also participate in the rights issue. DBS Bank Ltd and Standard Chartered Securities (Singapore) Pte Ltd are acting as the joint lead managers and joint underwriters in connection with the rights issue. Partners Milton Cheng and Christina Lee are leading the transaction. Partners Jorge Ossio Gargurevich and Pablo Berckholtz advised China Fishery on the Peruvian aspects of the acquisition.

Baker & McKenzie.Wong & Leow and Wong & Partners, Baker & McKenzie International’s member firms in Singapore and Malaysia, respectively, have advised Kirin Holdings Company Ltd in respect of (i) Kirin’s S$2.7 billion (US$2.16b) offer for the food and beverage business of Fraser & Neave Ltd (F&N), a leading real estate and food and beverage conglomerate in Singapore and Malaysia, pursuant to the S$13.1 billion (US$10.5b) bid by OUE Baytown Pte Ltd (OUE) for F&N; and (ii) the sale of Kirin’s 14.76 percent stake in F&N to Thai-owned TCC Assets Ltd (TCC) for S$2.03 billion (US$1.62b). Partner Ai Ai Wong led the transaction with partners Edmund Leow, Andy Leck and Andre Gan.

Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has also advised Temasek Holdings in respect of its US$300 million investment in exchangeable rights issued by a unit of PT Multipolar Tbk. The exchangeable rights grant Temasek the right to a 26.1 percent stake in PT Matahari Putra Prima Tbk and was part of an agreement with majority stakeholder PT Multipolar Tbk, which is controlled by Indonesian conglomerate Lippo Group. The team, which worked with Indonesian counsel Indah Respati of Hadiputranto, Hadinoto and Partners on local matters, was also led by partner Ai Ai Wong.

Clayton Utz has advised the joint lead managers, comprising of Macquarie, Credit Suisse, UBS, ANZ, CBA, NAB and Westpac, in respect of the offer by integrated healthcare provider Healthscope of subordinated notes to raise approximately A$150 million (US$153.4m). The notes offer is part of Healthscope’s capital management strategy, with proceeds raised to be used to repay some of the Healthscope Group’s senior debt. Partner Brendan Groves led the transaction which was announced on 4 March 2013.

Clifford Chance has advised the Lowy Family Group in respect of the A$663.7 million (US$680m) sale of its 7.1 percent interest in the ASX-listed Westfield Retail Trust. The head of the Lowy Family, Frank Lowy, is the co-founder and current chairman of the Westfield Group, which has interests in and operates over 100 shopping centres in Australia, New Zealand, the United States, the United Kingdom and Brazil, with a portfolio valued at A$64.4 billion (US$66b). Partners Danny Simmons and Lance Sacks led the transaction.

CMS Hasche Sigle has advised South Korean technology company SJ Incorporated in respect of the acquisition of parts of the business operation of the insolvent Graupner GmbH & Co KG from the insolvency administrator Dr Wolfgang Bilgery. SJ Incorporated will continue the trading business and development of Graupner through its German subsidiary with the name Graupner/SJ GmbH in Kirchheim unter Teck. SJ Incorporated, as manufacturer of the “HoTT” remote control system which is considered to be leading state-of-the-art technology, was previously Graupner’s most important supplier. By assuming the Graupner business division, SJ Incorporated has secured its former sales market in Germany and is planning to further develop its German and European market share. Partners Dr Barbara Wössner and Dr Alexandra Schluck-Amend led the transaction.

Eversheds has advised AID Partners Capital Ltd in respect of its acquisition of the entire stake in HMV Hong Kong, Singapore and Greater China (HMV Asia), an entertainment retailer with operations in Hong Kong and Singapore. AID Partners is a private equity firm focused on buyout opportunities and expansion primarily in the media and entertainment sectors, as well as with regard to retail and consumers. HMV Asia is a leading reseller of entertainment and entertainment-related products. AID Partners also injected a substantial amount of working capital into the business. The management team of HMV Asia remains unchanged. Partners Stephen Mok, Norman Hui, Stephen Kitts, Sze Hui Goh and Nigel Stamp led the transaction.

HSA Advocates has been appointed as legal consultants for the proposed Elevated Rail Corridor (ERC) project in Mumbai. The assignment was awarded pursuant to a competitive bid process conducted by the Ministry of Railways (MoR) and the Mumbai Rail Vikas Corporation Ltd. The bidding process involved scoring based 80 percent on technical experience and 20 percent on the financial offer, with the firm obtaining the highest score on technical experience. The project will consist of the development of an approximately 60 km long elevated rail corridor for the Churchgate‐Virar section of the Mumbai suburban western rail network through public‐private partnership on design, build, finance, operate and transfer basis. The estimated project cost is INR21,000 crores (US$38.33m).

Jones Day has represented Idemitsu Kosan in respect of the establishment of a 50-50 partnership with Canada’s AltaGas Ltd to export liquefied natural gas and liquefied petroleum gas from Canada to Asia. The companies will begin feasibility studies for the construction and development of a gas liquefaction facility in Canada. Subject to consultations with First Nations, and the completion of the feasibility study, permitting, regulatory approvals and facility construction, the proposed LPG export business could begin as early as 2016, with LNG exports beginning as early as 2017.

Khaitan & Co has advised Motilal Oswal Financial Services Ltd in respect of the issue of principal protected secured redeemable market linked non-convertible debentures aggregating to approximately US$4.5 million. Motilal Oswal Financial Services Ltd, along with its subsidiaries, offers a diversified range of financial products and services such as loan against shares, retail wealth management including securities and commodities broking, portfolio management services, institutional broking, private equity management and investment banking services. Partner Vibhava Sawant acted on the transaction.

Khaitan & Co has also advised HNG Float Glass Ltd and its promoters in respect of the joint venture with Trakya Cam Sanayii AS Turkey. HNG Float Glass is engaged in the float glass business as well as manufacturing of certain value added float glass products. Partner Aakash Choubey acted on the transaction.

Latham & Watkins has represented MIE Holdings Corporation, a leading independent upstream oil company operating onshore in China, in respect of its US$200 million offering of 6.875 percent senior notes due 2018. The transaction priced on 30 January 2013 and closed on 6 February 2013. The notes are listed on the SGX-ST. Partners Michael Liu and Eugene Lee led the transaction.

Maples and Calder has acted as Cayman Islands counsel for ENN Energy Holdings Ltd (ENN), a Cayman Islands company listed on the HKSE, in respect of its issue of US$500 million zero coupon convertible bonds due 2018 which will be listed on the SGX-ST. ENN, one of the largest suppliers of natural gas and other clean energy products in China, will use the proceeds for amongst other things, debt refinancing. The Bank of New York Mellon acted as the trustee. Partner Greg Knowles led the transaction, whilst Sidley Austin acted as Hong Kong and English legal advisers and Commerce & Finance Law Office acted as PRC advisers. JP Morgan and UBS, the joint book-runners and joint lead manager, were advised by Clifford Chance and Haiwen & Partners as to English law and PRC law, respectively.

Mayer Brown has advised China Overseas Holdings in respect of its £152 million (US$227.8m) acquisition of 1 Finsbury Circus, London. China Overseas Holdings is one of the largest real estate developers focused in Mainland China and this sale is their debut acquisition outside of China. China Overseas Holdings is the holding company of HKSE-listed blue-chip China Overseas Land & Investment Ltd. The property was sold by Invesco Real Estate on behalf of their flagship core European fund, which made its original purchase in June 2011. The 210,000 sq ft building is a Lutyens designed building dating back to c. 1924. It was redeveloped in 1988 and substantially refurbished again in 2008. Partner Chris Harvey, assisted by partners Jeremy Kenley and Jeckle Chiu, led the transaction.

Paul Hastings has advised AEON Co Ltd, the holding company of AEON Group, a leading retail company in Japan, in respect of its buyout of Warner Bros Entertainment Inc’s 50 percent equity interest in Warner Mycal Corporation, one of Japan’s largest movie theater operators which currently operates 60 multi-screen cinema complexes throughout Japan. Partners Toshiyuki Arai and Christopher Sheaffer led the transaction.

Paul Hastings has also represented Glorious Property Holdings Ltd, a leading PRC property developer based in Shanghai and listed on the HKSE, in respect of its issuance of US$250 million senior notes due 2018. Deutsche Bank, Haitong International, ICBC International, JP Morgan, The Royal Bank of Scotland and UBS were the joint book-runners and joint lead managers in respect of the offer and sale of the notes. Glorious Property intends to use the net proceeds from the offering for refinancing existing debt and for general corporate purposes. Partners Vivian Lam and David Grimm led the transaction.

Proskauer has advised Asian private-equity fund RRJ Capital Ltd in respect of its agreement to invest US$300 million in Cheniere Energy Partners LP. A publicly traded partnership that is majority-owned by Houston-based natural gas producer, Cheniere Energy Inc, Cheniere Energy Partners owns and operates the Sabine Pass natural gas receiving terminal on the US Gulf Coast in Cameron Parish, LA. The deal follows a US$468 million joint investment in Cheniere Energy Inc by RRJ Capital and Singapore state investment company Temasek in 2012. Partners Yuval Tal, Jay C S Tai, Frank Zarb and Stuart Bressman led the transaction.

Rodyk & Davidson has acted for the manager and the trustee of Cambridge Industrial Trust (CIT) in respect of its acquisition and leaseback of 15 Jurong Port Road, Singapore from HG Metal Manufacturing Ltd for S$43 million (US$34.43m). The property comprises a 2-storey ancillary office building, four blocks of single-storey workshops and a newly completed 4-storey workshop and office block with a gross floor area of approximately 245,172 sq ft. Partners Norman Ho and Lee Chau Hwei acted for the manager of CIT while partner Nicholas Chong acted for the trustee of CIT.

Shook Lin & Bok has acted for UBS AG Singapore Branch, the independent financial adviser to SGX-listed Asia Pacific Breweries Ltd (APB), in respect of Heineken International BV’s mandatory unconditional cash offer for all the ordinary shares in the issued and paid-up capital of APB other than those already owned, controlled or agreed to be acquired by Heineken and its related corporations. The total consideration paid by Heineken for APB is approximately S$7.9 billion (US$6.4b). APB was privatised at the end of the transaction. Partners Michelle Phang and Ho Ying Ming led the transaction.

Shook Lin & Bok has also acted for JP Morgan (SEA) Ltd, the independent financial adviser to SGX-listed Fraser and Neave Ltd (F&N), in respect of the S$13.1 billion (US$10.6b) contest between Overseas Union Enterprise and Thailand’s TCC Group to take over control of F&N. This is the largest-ever M&A deal in Southeast Asia which has set precedents for future merger and acquisition deals in terms of the target company’s ability to seek a better offer, the duties and actions of independent financial advisers, and an auction process to resolve competitive situations. Partners David Chong and Teo Yi Jing led the transaction.

Skadden, Arps, Slate, Meagher & Flom is acting as US counsel to a consortium comprised of affiliates of Carlyle Asia Partners III LP, Sequoia Capital China Growth 2010 Fund LP, Actis LLP, two co-chairmen and certain other existing management shareholders of NYSE-listed 7 Days Group Holdings Ltd, a leading economy hotel chain based in China, in respect of the merger between 7 Days Group Holdings Ltd and Keystone Lodging Holdings Ltd for approximately US$688 million. Following the merger, Keystone Lodging Holdings Ltd will be beneficially owned by the consortium. The merger, which is expected to close during the second half of 2013, is subject to customary closing conditions as well as the approval by an affirmative vote of holders of the company’s ordinary shares. Partners Gregory Miao, Peter Huang and Daniel Dusek are leading the transaction whilst Kirkland & Ellis, led by partners David Zhang, Ashley Young, Jesse Sheley, Douglas Murning and Stephanie Tang, is acting as co-US counsel. Conyers Dill & Pearman and Han Yi Law Offices are serving as Cayman Islands and PRC advisers, respectively, to the consortium. Baker & McKenzie is US counsel to the Special Committee. O’Melveny & Myers is acting as US counsel whilst Maples and Calder is serving as Cayman Islands counsel to 7 Days Group Holdings Ltd. Shearman & Sterling is serving as US counsel to JP Morgan Securities (Asia Pacific) Ltd. Latham & Watkins is serving as US counsel to the two co-chairmen. Linklaters is advising the financing banks.

Skadden, Arps, Slate, Meagher & Flom is also representing a consortium consisting of Morgan Stanley Private Equity Asia and the company’s management, including You-Bin Leng, the chairman and chief executive officer of Feihe International Inc (a leading provider and distributor of infant formula and dairy products in China), in respect of their US$147 going-private management buyout of Feihe International. The definitive agreement and plan of merger were announced on 4 March, 2013. Partners Michael Gisser and Peter Huang are leading the transaction. O’Melveny & Myers is counsel to the Special Committee whilst DLA Piper is counsel to Feihe International.

Watson, Farley & Williams has advised Golar LNG Group in respect of a US$155 million term facility and a US$20 million revolving facility for the financing of Indonesia’s first floating storage and regasification unit (FSRU) named Nusantara Regas Satu (formerly known as Khannur). This is also the first floating regasification facility in South East Asia. The FSRU is chartered to PT Nusantara Regas which is a joint-venture between Pertamina and Perusahaan Gas Negara and has a capacity of 500 million cubic feet per day. The vessel is Indonesian-flagged in compliance with Indonesian cabotage requirements. The facility was provided by a syndicate of lenders, including PT Bank Sumitomo Mitsui Indonesia, The Bank of Tokyo-Mitsubishi UFJ, Oversea-Chinese Banking Corporation Ltd and Standard Chartered Bank. Partner Andrew Nimmo led the transaction.

Watson, Farley & Williams has also acted for PTSC Asia Pacific Pte Ltd, a joint venture between PetroVietnam Technical Services Corporation and Yinson Holdings Berhad, in respect of a term loan facility of up to US$300 million to finance project costs in relation to the FPSO “PTSC LAM SON”. The facility was made available by Oversea-Chinese Banking Corporation Ltd (OCBC) and United Overseas Bank Ltd as mandated lead arrangers, with OCBC acting as facility agent and security agent. The FPSO is under conversion at Keppel Shipyard Ltd and will be operated on the Thang Long–Dong Do field offshore Vietnam by Lam Son JOC (a venture between Petronas Carigali Overseas Sdn Bhd and PetroVietnam Exploration Production Corporation). Partner Andrew Nimmo also led the transaction.

WongPartnership has acted for Keppel REIT Management Ltd (formerly known as K-REIT Asia Management Ltd), in its capacity as manager for Keppel REIT, in respect of the private placement of 40 million new units in Keppel REIT to raise gross proceeds of S$53.2 million (US$42.62m). In conjunction with the placement, the firm also acted for Keppel Corporation Ltd in respect of the sale of an aggregate of 75 million units in Keppel REIT to raise gross sale proceeds of S$99.75 million (US$80m). Barclays Bank PLC Singapore Branch was the placement agent. Partners Rachel Eng and Long Chee Shan led the transaction.

WongPartnership has also acted for Indonesia Stock Exchange listed PT Indofood Sukses Makmur Tbk in respect of its acquisition of a 14.95 percent stake in China Minzhong Food Corporation Ltd for approximately S$90 million (US$72.11m). Partners Mark Choy and Milton Toon led the transaction.

WongPartnership has acted for TCC Assets (TCCA) in respect of the takeover offer for Fraser & Neave (F&N) which closed on 18 February 2013. The takeover offer values F&N at approximately S$13.8 billion (US$11.15b). The bid by TCCA is the largest M&A transaction in South East Asia’s corporate history. Partners Ng Wai King, Andrew Ang, Annabelle Yip, Audrey Chng, Teo Hsiao-Huey and Ameera Ashraf led the transaction.