Deals – 7 November 2013

Allen & Gledhill has also advised Keppel Land Ltd in respect of the S$420 million (US$337.6m) term loan facility granted to its subsidiary Sherwood Development Pte Ltd by United Overseas Bank Ltd. The borrower is a joint venture company between Keppel Land and Vanke (Hong Kong) Company Ltd. The facility is for the construction of a condominium project at The Glades located at Tanah Merah, Singapore. Partner Lyn Wee led the transaction.

Allens has advised Rio Tinto in respect of the sale of its controlling interest in the Clermont Joint Venture to GS Coal Pty Ltd, which is jointly owned by Glencore Xstrata and Sumitomo Corporation. Under the terms of the sale, Rio Tinto will sell its 50.1 percent stake for US$1.015 billion, and Glencore Xstrata will take over management of the Clermont mine which produces thermal coal in central Queensland. Completion of the sale is subject to agreement from Rio Tinto’s joint venture partners, Mitsubishi Development Pty Ltd, J-Power Australia Pty Ltd and JCD Australia Pty Ltd, on certain matters, as well as certain other conditions precedent. The sale of Rio Tinto’s interest in the Clermont Joint Venture brings the value of Rio Tinto’s announced or completed divestments this year to US$2.915 billion. Partner Richard Malcolmson led the transaction which is expected to close in the first quarter of 2014.

Allens has also advised JX Nippon Oil & Gas Exploration (Australia) Pty Ltd (JX Australia) in respect of two agreements entered into with Tap (Shelfal) Pty Ltd (Tap) for petroleum exploration permits located offshore of Western Australia. JX Australia is a wholly owned subsidiary of JX Nippon Oil & Gas Exploration, which is owned by JX Holdings, Japan’s leading integrated energy, resources and materials group. Under the agreements, which were signed on 4 June 2013 and recently completed, JX Australia will acquire from Tap a 10 percent participating interest in the WA-320-P license area and a seven percent participating interest in the WA-155-P (II) license area. JX Australia has also agreed to carry a further five percent interest in a future exploration well. Partner Anthony Patten led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised a consortium of Indian banks led by State Bank of Patiala in respect of the INR90 crores (US$14.53m) rupee denominated secured term loan facilities made available to Orange Renewable Power Private Ltd to finance the development of a wind power project in Pratapgarh, Rajasthan. Partner Jatin Aneja led the transaction which closed on October 2013.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised NTPC in respect of the drafting and finalisation of a Power Purchase Agreement (PPA) between NTPC’s JV company and the Ceylon Electricity Board of Sri Lanka. The PPA is based on the concessions granted for the project by the Government of Sri Lanka. Partner Jatin Aneja also led the transaction which closed on October 2013.

AZB & Partners has advised Tata Sons Ltd in respect of its proposed acquisition of 51 percent equity in Tata SIA Airlines Ltd to carry on the business of providing scheduled passenger airline services. Partner Shuva Mandal led the transaction which was valued at approximately US$100 million and is yet to be completed.

Baker & McKenzie is also advising Yue Xiu Enterprises (Holdings) Ltd in respect of its proposed acquisition of a controlling stake in Chong Hing Bank Ltd by way of a partial offer. The total consideration for the partial offer will be approximately HK$11.64 billion (US$1.5b), if valid acceptances are received in respect of 75 percent of shares in the bank. The proposed acquisition will further enhance Yue Xiu’s market profile and position as an integrated financial service provider in the Pearl River Delta Region. Nomura International (Hong Kong) Ltd is acting as Yue Xiu’s financial adviser and one of the mandated lead arrangers for the financing. Partners Dorothea Koo, Andrew Lockhart, Simon Leung, Karen Man, Martin Tam, Debbie Cheung and Ruby Chan are leading the transaction.

Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie in Singapore, has advised Park Hotel Group in respect of the sale of Grand Park Orchard hotel in Singapore, including its retail podium Knightsbridge, to Glory Property Investment Singapore Pte Ltd. Grand Park Orchard hotel is the Park Hotel Group’s flagship property in Singapore and commenced operations in the second half of 2010 after an S$80 million (US$64.36m) makeover of the former Park Hotel Orchard. It is an award-winning hotel situated along Orchard Road and has 308 rooms, including approximately 74,000 square feet of net lettable area. Principal Kelvin Poa led the transaction which is reportedly the single largest private-sector property transaction in Singapore.

Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has also represented the joint global coordinators composed of Credit Suisse, Goldman Sachs and Maybank Investment Bank Berhad, along with the joint book-runners composed of HSBC, Merrill Lynch and RHB Bank, in respect of the US$644 million IPO of Westports Holdings Berhad on the Bursa Malaysia, pursuant to Rule 144A and Regulation S of the US Securities Act of 1933, as amended. The IPO was, at the time of listing, credited to being the second largest Malaysian IPO this year and was institutionally subscribed 11 times over. Principal Ashok Lalwani led the transaction.

Bin Shabib & Associates has been appointed to assist the UAE Insurance Authority in redrafting UAE insurance laws and to provide support for the implementing and enforcement of the regulations, post enactment. The team was led by partners, Michael Kortbawi, Rima Mrad, and Irshied Tayeb.

Clifford Chance has advised Haitong International Finance Holdings Ltd, an indirect wholly-owned subsidiary of Haitong Securities Co Ltd, in respect of its issue of US$900 million 3.95 percent Reg S credit-enhanced bonds due 2018. This is the first time that Haitong Securities has tapped the international US dollar market and is the second-largest credit-enhanced offering to date. The notes included credit enhancement from Bank of China Singapore in addition to a keepwell deed from Haitong Securities. The proceeds from the bonds will be used for Haitong’s business operation needs, adjustment of its debt structure, working capital and/or investments. Partners Jean Thio and Connie Heng led the transaction.

Clifford Chance has also advised the recently established joint venture between Australia’s Toga Group and Singapore’s Far East Orchard Ltd in respect of its provision of management and consultancy services to Rendezvous Hotels. Under the arrangement, Toga Hotels will assume management or provide consultancy to 11 Rendezvous Hotels across Australia and New Zealand. The hotels are owned or leased by Far East Hospitality Holdings, a separate JV between Far East and The Straits Trading Company Ltd. With this arrangement in place, Toga Hotels will offer accommodation at more than 65 hotels across Australia, New Zealand and Europe, making it one of the largest hospitality management platforms in Australia. Partner Lance Sacks led the transaction.

DFDL has advised private equity firm SK Capital Partners and co-investors on all Thailand and Bangladesh law aspects in respect of the acquisition of three specialty chemical divisions of Clariant AG, a large publicly held Swiss-based global company that generates approximately US$1.3 billion in annual global revenues. These businesses, which will now be known as “Archroma”, employ approximately 3,000 employees and operate 25 facilities worldwide. Partner Rashed Idrees led the transaction. Lead international counsel was Morgan Lewis & Bockius which was joined by 30 law firms.

DLA Piper has advised China Everbright Capital Ltd and China Everbright Securities (HK) Ltd, as sole sponsor and sole lead manager, in respect of the IPO of IGG Inc on the Growth Enterprise Markets (GEM) Board of the HKSE. The listing of approximately 327.4 million shares at a placing price of HK$2.80 (US$0.36), together with the over-allocation during the book-building process, raised more than HK$1 billion (US$129m). IGG is an international online and mobile gaming company with its management in China, its base in Singapore and operations in the US, China and the Philippines. The listing was completed in seven months and is the largest sum of capital raised among the GEM companies in 2013 thus far. Partner Esther Leung led the transaction.

Fried Frank has advised Bank of America Merrill Lynch and CCB International in respect of Cabbeen Fashion Ltd’s global offering of 175 million ordinary shares and the related listing on the HKSE. The offering raised gross proceeds of approximately US$57 million. The deal comprised the sale of initially 17.5 million Hong Kong offer shares and 157.5 million international placing shares. Cabbeen Fashion Ltd is a leading fashion casual menswear company in China which designs, markets and sells men’s apparel, footwear and accessories under two brands, Cabbeen Lifestyle and Cabbeen Urban. Partners Carolyn Sng and Joshua Wechsler led the transaction.

Hadiputranto, Hadinoto & Partners and Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firms in Indonesia and Singapore, respectively, have advised Indonesian conglomerate Rajawali Group in respect of the en-bloc sale of a 47-storey international Grade A office tower to an affiliate of GIC. Partner Tuti Hadiputranto and principals Lynette Low and Jon Worsfold led the transaction.

Herbert Smith Freehills is advising Chinese solar panels maker Shunfeng Photovoltaic International Ltd in respect of the placement of 400 million new shares to raise US$144 million on the HKSE. The shares issued account for 20.41 percent of Shunfeng Photovoltaic’s stock capital. Proceeds from the new shares placement will be used to finance capital expenditures required for the construction and development of solar power stations in China, as well as for general working capital. Partners Capital International Ltd (Hong Kong) and BOCOM International Securities Ltd (Hong Kong) are acting as joint placing agents on the deal. Partner Jason Sung is leading the transaction.

Kirkland is representing Credit Suisse (Hong Kong) Ltd, as sole sponsor, sole global coordinator, joint book-runner and joint lead manager, and China Renaissance Securities (Hong Kong) Ltd, as joint book-runner and joint lead manager, in respect of the IPO of Boyaa Interactive International Ltd, an online card and board game developer and operator with a leading mobile game business in China, Hong Kong, Taiwan and Thailand. Boyaa Interactive offers 16 online games, including Texas Hold’em (which is available in 19 languages), Fight the Landlord and others. The concurrent Hong Kong public offering and Rule 144A/Regulation S offering is valued at approximately US$107.5 million to US$132.4 million, without the exercise of the over-allotment option. The listing is expected to take place on 12 November 2013. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Stephanie Lau and Angela Russo are leading the transaction.

Latham & Watkins has advised PPTV, the sole remaining independent online video business in China, and the selling shareholders in respect of PPTV’s sale to Suning, a domestically listed conglomerate, and Hony, a private equity fund associated with Legend Holding. Under the terms of the agreement, Suning and Hony will acquire 100 percent of the shares held by the existing shareholders of PPTV, valued at US$420 million. Partners Karen Yan, Tim Gardner, Roxanne Christ, Robin Struve and Samuel Weiner led the transaction.

Maples and Calder has acted as Cayman Islands and British Virgin Islands legal counsel for Hydoo International Holdings Ltd in respect of its IPO and listing of approximately 768.3 million shares on the HKSE. Hydoo, a leading large-scale trade center developer in China, is expected to raise approximately HK$1.58 billion (US$203.8m) which will be used for property development projects in China. UBS and Morgan Stanley acted as joint global coordinators, joint book-runners, joint lead managers and joint sponsors. ABCI, CIMB, CMS, ICBCI and BOCOM International acted as joint book-runners and joint lead managers. Partner Jenny Nip led the transaction whilst Kirkland & Ellis acted as Hong Kong counsel. Simpson Thacher & Bartlett, led by Celia Lam, Chris Lin, David Lee, Irene Lau and Grace Xu, acted for the underwriters.

Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Tonic Industries Holdings Ltd in respect of its acquisition of operating subsidiaries from its holding company and HK$1.92 billion (US$247.7m) placing of shares. The subsidiaries own 11 property development projects in the PRC. The acquisition constitutes a very substantial acquisition and a reverse takeover for Tonic under the Listing Rules of the HKSE. Upon completion of the acquisition, Tonic will change its company name to China Merchants Land Ltd. Partner Christine Chang led the transaction whilst Freshfields Bruckhaus Deringer acted as Hong Kong counsel. Paul Hastings acted as Hong Kong counsel to the placing agents, which comprised: Goldman Sachs (Asia) LLC, China Merchants Securities (HK) Co Ltd and Citigroup Global Market Inc.

Paul Hastings has represented UBS as the sole global coordinator, sole book-runner, sole lead manager and sole sponsor in respect of China Huirong Financial Holdings Ltd’s US$106 million global offering and IPO on the HKSE. China Huirong is a leading financing service provider in China that specialises in short-term loans secured by collateral. Partners Raymond Li, Catherine Tsang, David Grimm and Zhaoyu Ren led the transaction.

Rajah & Tann is advising SGX-ST listed Thai Village Holdings Ltd in respect of its S$24.84 million (US$20m) placement of new shares to Zheng Fengwen and Chen Liping. The placement, which is subject to shareholders’ approval at an extraordinary general meeting to be convened, is part of the group’s strategy to diversify its business from its current restaurant operations and restaurant management services, and capitalise on opportunities in commercial properties in Asia, including in the PRC. Partners Danny Lim and Soh Chai Lih are leading the transaction.

Rodyk & Davidson is acting for Singapore Cruise Centre Pte Ltd in respect of its S$110 million (US$88.5m) purchase by SATS Airport Services Pte Ltd and SATS-Creuers Cruise Services Pte Ltd from Temasek Holdings’ wholly-owned subsidiary. Partner S Sivanesan is leading the transaction.

Rodyk & Davidson is acting as Singapore counsel in respect of the proposed global offering and listing of China Pioneer Pharma Holdings Ltd on the HKSE. The listing is sponsored by UBS Securities Hong Kong Ltd, which is also the sole global coordinator. The joint book-runners and joint lead managers for the listing are UBS AG Hong Kong branch and DBS Asia Capital Ltd. The estimated aggregate net proceeds from the listing is approximately HK$1.4 billion (US$180.6m). Partner Chan Wan Hong is leading the transaction.

Shook Lin & Bok has acted for The Trust Company (Asia) Ltd, the trustee of Viva Industrial Real Estate Investment Trust, in respect of the offering of stapled securities in Viva Industrial Trust which raised approximately S$463.3 million (US$373m). Partners Tan Woon Hum and Andrea Ng advised on the transaction.

Shook Lin & Bok has also acted for the developer, TG Master Pte Ltd, in respect of the securitisation of its sales proceeds receivables from Skies Miltonia, a condominium project in Yishun. Orchis Capital Pte Ltd, a special purpose vehicle, issued S$200 million (US$160.74m) fixed rate notes due March 2018. The notes were backed by a security package which included, inter alia, the benefit of sale proceeds receivables from sold units in Skies Miltonia. The proceeds from the notes issue were used by Orchis Capital to, inter alia, fund the acquisition of receivables from the developer. This is the first post-Lehman condominium securitisation deal in the world to be structured, rated and sold to investors and completely based on progress payments. Partner Marilyn See led the transaction.

Skadden, Arps, Slate, Meagher & Flom has acted as US and international counsel for Meridian Energy Ltd in respect of its partial privatisation and IPO by the Government of New Zealand. Meridian Energy is New Zealand’s largest electricity generator, producing electricity from entirely renewable sources. The transaction is the largest-ever IPO in New Zealand. The New Zealand Government sold 49 percent of Meridian in a NZ$1.9 billion (US$1.57b) global offering of shares to be held initially in the form of instalment receipts. The instalment receipts will trade on the New Zealand and Australian securities exchanges. The offer was managed by Deutsche Bank/Craigs Investment Partners, Goldman Sachs and Macquarie Capital. Partner Mark Leemen led the transaction.

Soewito Suhardiman Eddymurthy Kardono has advised Thai Containers Group, a subsidiary of Siam Cement Group, in respect of the acquisition of PT Primacorr Mandiri, an Indonesian manufacturer of corrugated packaging containers. The deal, valued at β395 million (US$12.6m), marks Siam Cement Group’s entry into the Indonesian packaging market. Partners Ira Eddymurthy and Denny Rahmansyah led the transaction.

Stamford Law has advised SGX-ST listed People’s Food Holdings Ltd in respect of the voluntary conditional cash and/or securities offer by New Oceana Ltd for all the issued and paid-up ordinary shares in People’s Food Holdings. Based on the offer price of S$1.20 (US$0.96) per share, the offer values the target group at S$1.37 billion (US$1.1b). Director Bernard Lui led the transaction.

Stamford Law is also advising Dubai Multi Commodities Centre-based Ammalay Commodities JLT in respect of its S$570 million (US$458m) reverse take-over (RTO) of SGX-listed GEMS TV Holdings Ltd, which will be effected by way of a slump sale of Ammalay’s agricultural commodities trading business to GEMS. Ammalay’s parent is Delhi-based REI Agro Ltd, India’s largest basmati rice producer by global market share, which is listed on both the Bombay Stock Exchange and National Stock Exchange of India. A successful completion of the RTO will result in the first RTO on the SGX-ST involving an Indian parent, marking REI Agro’s foray into a third stock exchange in Asia. Directors Yap Lian Seng and Elizabeth Kong are leading the transaction.

White & Case has advised NTT Communications Corporation (NTT Com), the ICT solutions and international communications business within NTT (the Nippon Telegraph and Telephone Corporation), in respect of its US$350 million acquisition of approximately 80 percent equity stake in RagingWire Data Centers, a leading provider of data center services in the US. The acquisition follows a definitive agreement reached with RagingWire shareholders. Its founders and management team will maintain a minority interest and continue to operate the company as a platform under the RagingWire brand. The acquisition will more than double NTT Com’s data center space in the US, which will enable the company to respond to high demand for data center services in North America. NTT Com will also deploy RagingWire’s know-how and patented technologies for the design and operation of highly dependable, scalable and sophisticated data centers. Partners Brian Strawn, Eric Hwang, David Dreier, Mark Hamilton and Richard Burke led the transaction.

White & Case is also advising Osaka Gas Chemicals Co Ltd, a wholly owned subsidiary of Osaka Gas Co Ltd, in respect of its agreement with AddSorb Holding AB to acquire Jacobi Carbons AB, the world’s largest manufacturer and distributor of coconut shell activated carbon which is headquartered in Kalmar, Sweden. The transaction, which is expected to close in January 2014, has an enterprise value of US$400 million. Incorporated in Japan in 1897, Osaka Gas is a leading energy supplier with its core natural gas supply business serving seven million customers in Japan’s Kansai region. Incorporated in Sweden in 1916, Jacobi employs approximately 1,200 people worldwide. The acquisition will reinforce the existing strengths of both companies in the activated carbon industry and create a global leader across key end-market applications. Partners Brian Strawn and Ulf Johansson are leading the transaction.

WongPartnership has acted for Midas Holdings Ltd in respect of its establishment of a S$500 million (US$401.86m) multicurrency medium term note programme. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd acted as the arrangers and dealers for the programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction.

WongPartnership has also acted for IHH Healthcare Berhad, Asia’s largest hospital operator, in respect of employment matters regarding the leadership transition involving Dr Tan See Leng, who will replace Dr Lim Cheok Peng, as the new chief executive officer and managing director of IHH. Partner Vivien Yui led the transaction.