Deals – 7 October 2010

Allen & Gledhill LLP has also advised a fund managed by Alpha Investment Partners Limited (AIP Fund) in respect of its acquisition of the entire shareholding of KAG 2 Holding SG Pte Ltd – which owns several units in the “Draycott Eight” condominium development – from a German core fund managed by Morgan Stanley. Partners Richard Young and Tan Yah Piang led the firm’s advisory team.

Allens Arthur Robinson has advised Commonwealth Bank of Australia and Macquarie Capital Advisers, as the joint lead managers, in respect of DBP Finance Co Pty Limited’s A$550 million (US$537m) domestic bond issue. The issue was comprised of A$400 million (US$391m) floating-rate notes and A$150 million (US$146m) fixed-rate notes due September 2015. The transaction represents the largest domestic unwrapped bond deal by a non-financial issuer in a number of years. Partner James Darcy led the transaction.

Allens Arthur Robinson has also advised leading international gold company Newcrest Mining Limited (Newcrest) in respect of its A$9.5 billion (US$9.3b) acquisition of Lihir Gold Limited (Lihir), which has mining operations in Papua New Guinea, West Africa and Australia. The deal makes Newcrest the world’s fourth largest gold company by market capitalisation, a top 10 listed company on ASX by market weighted capitalisation, and the largest company listed on the Port Moresby Stock Exchange. The deal was structured under a scheme of arrangement between Lihir and its members under Papua New Guinean law. Partner Jon Webster led the firm’s advisory team.

AZB & Partners is acting as domestic counsel to Muthoot Finance Limited (MFL) in respect of its IPO of 51.5 million equity shares, at a price determined by the book building process prescribed under applicable SEBI guidelines. The issue will constitute 13.85 percent of the fully diluted post issue paid-up share capital of MFL. ICICI Securities Limited and Kotak Mahindra Capital Company Limited are acting as bookrunning lead managers for the issue whilst HDFC Bank Limited is the co-bookrunning lead manager. The transaction was signed on 30 September 2010 and is yet to be completed. Partner Srinath Dasari is leading the firm’s advisory team.

AZB & Partners has advised CRISIL Limited (CRISIL), a subsidiary of Standard & Poor, in respect of the sale of more than 2.6 million equity shares representing a 7 percent stake held by CRISIL in the National Commodity & Derivatives Exchange Limited (NCDEX), to Shree Renuka Sugars Limited (Renuka). The sale, which was valued at approximately US$9 million, was pursuant to the compulsory divestment requirement imposed by the Government of India on CRISIL. With the acquisition, Renuka has increased its stake in NCDEX from 5 to 12 percent. Partner Darshika Kothari led the transaction, which closed on 24 September 2010.

Baker & McKenzie has advised Camco International Limited, a global developer of emission-reduction and clean-energy projects, in respect of the establishment of a joint venture with Khazanah Nasional Berhad, the investment-holding arm of the Government of Malaysia. The JV will be capitalised with up to US$46.05 million to invest in the emissions-to-energy market in South East Asia, together with carbon development and advisory services. Partners Paul Curnow and James Halliday led the firm’s advisory team. Allen & Overy advised Khazanah Nasional Berhad.

Baker & McKenzie has also advised Vietnam International Bank (VIB), one of the top three joint stock banks in Vietnam, in respect of its strategic shareholding partnership with Commonwealth Bank of Australia (CBA). Pursuant to the deal and following regulatory approvals, CBA has taken a 15 percent stake in VIB, becoming its exclusive foreign strategic shareholder in Vietnam. As per the agreement, CBA intends to increase its stake in VIB to 20 percent, the maximum investment amount allowed under current Vietnamese law. VIB will expand its board of management to include two representatives of CBA and will also appoint CBA executives to several leadership and line management positions. The firm’s advisory team was led by managing partner Fred Burke.

Clifford Chance has advised Japan’s Mitsui & Co Ltd in respect of a US$225 million joint venture with Singapore’s Hyflux Ltd to develop a water treatment and management business in mainland China. Under the terms of the agreement, the new JV company, Galaxy NewSpring Pte Ltd (Galaxy), will acquire 21 existing operations in China currently owned by Hyflux and its Singapore-listed subsidiary Hyflux Water Trust (HWT). Galaxy has already completed the acquisition of four of the existing operations directly from Hyflux, and has also made an offer to acquire all the publicly held units of HWT as part of the transaction, which is expected to complete before the end of the year. The transaction is the first proposed takeover of a listed business trust in Singapore since business trusts were first introduced in 2004. Partner Lee Taylor led the firm’s advisory team.

Dechert LLP has represented Key Principal Partners (KPP) in respect of the sale by KPP and its co-investors of ASIMCO Technologies Limited (ASIMCO) – China’s largest independent producer of diesel engine components – and its 11 wholly owned and joint venture companies in China, to Bain Capital. The firm’s advisory team included Adam M. Fox, Henry Wang, Michael Hirschfeld, and Joshua Rawson.

Fried, Frank, Harris, Shriver & Jacobson has represented UBS, Credit Suisse, BOCOM and Deutsche Bank, as joint bookrunners and joint lead managers, in respect of the global offering by Boshiwa International Holding Limited, a leading developer and retailer of children’s products in China, of ordinary shares for aggregate proceeds of approximately US$320 million and the related listing of such shares on the HKSE. The firm’s advisory team was led by Hong Kong corporate partners Victoria Lloyd and Joshua Wechsler.

Fried, Frank, Harris, Shriver & Jacobson has also represented Sound Global Ltd, a leading water and wastewater treatment solutions provider in China, in respect of its listing by way of introduction on the HKSE. Sound Global’s ordinary shares are also listed on the SGX. The firm’s team was led by corporate partners Victoria Lloyd, Joshua Wechsler and Sian Withey.

Herbert Smith has advised Goldman Sachs Asia (Asia) LLC, as placing agent, in respect of the HK$3.25 billion (US$418m) sale of 187 million shares of HKSE-listed China High Speed Transmission Equipment Group (China High Speed), one of the leading high-speed wind power gear transmission equipment manufacturers in China. The 187 million shares consisted of 130 million shares which were sold under a top-up placement, and 57 million shares which were sold by Fortune Apex, a company owned by members of the company’s management. Partners John Moore and Matt Emsley led the firm’s advisory team.

Hogan Lovells has advised HC Starck GmbH (HC Starck) in respect of its joint venture with the Japanese chemical company Chisso Corporation (Chisso) to produce and market Li Ion Battery cathode products. Under the JV agreement, which was signed on 9 September 2010, HC Starck and Chisso will establish a Japanese subsidiary called CS Energy Materials KK (CS Energy KK), in which they will hold a 49 percent and 51 percent stake respectively. CS Energy KK will establish a wholly-owned subsidiary in Germany to be called CS Energy Materials GmbH, which will conduct research and development activities in the field of Li Ion Battery cathode products, amongst others. The firm’s advisory team was led by Tokyo corporate partner Rika Beppu.

Hogan Lovells has also represented Shinning Crown Holdings Inc, the majority shareholder in GOME Electrical Appliances Holdings Limited (GOME) – one of the largest privately-owned electrical appliance retailers in Mainland China and Hong Kong – in respect of various issues relating to the special general meeting of GOME held on 28 September in Hong Kong.

HopgoodGanim has advised Volga Elderberry Pty Limited (Volga) in respect of the sale of the Lorena Gold Project in North West Queensland to ASX-listed Malachite Resources Limited (Malachite). The consideration paid by Malachite for the acquisition, by way of 350 million Malachite shares priced at six cents each, amounted to a total value of A$21 million (US$20.5m). As a result of the share issue, the sellers now have a 66 percent shareholding in Malachite. The sale will also allow Malachite to fast-track the commercial exploitation of the Lorena Gold Project. Partner Michael Hansel led the firm’s team advising on the sale.

Khaitan & Co has advised listed Indian company KEC International Limited (KEC) in respect of financing matters relating to its acquisition of SAE Towers Holdings LLC, a holding company which has subsidiaries in Brazil, Mexico and the US, from ACON Investments LLC. The US$110 million financing was arranged by ICICI Bank Limited Singapore Branch. Following closure of this acquisition, KEC will become the largest manufacturer of transmission towers in North America and South America. Partner Shishir Mehta advised clients in relation to this matter.

Khaitan & Co has also advised KEC International Limited In respect of the legal aspects of the acquisition of Jay Electrocom Industries, a railways signaling automation systems and technology company. Partner Haigreve Khaitan advised clients in relation to this transaction.

Kim & Chang has acted as lead counsel in respect of a refinancing transaction to a vessel named “Hanjin Ras Laffan” chartered by Hanjin Shipping Co Ltd. This refinancing transaction, valued at more than US$168 million, was necessitated by the lenders’ exercise of put options and has become one of the remarkable ship financing projects in Korea in 2010. Partner Hi-Sun Yoon led the firm’s advisory team.

Latham & Watkins and Vinson & Elkins are advising Repsol and China’s Sinopec International Petroleum Exploration and Production Corporation (Sinopec), respectively, in relation to their agreement to jointly develop the projects of Repsol Brasil SA, the upstream subsidiary of Repsol in Brazil. The transaction will create one of Latin America’s largest energy companies, valued at US$17.8 billion. Under the agreement, which was signed on 1 October 2010, Sinopec will invest US$7.1 billion through subscribing for new shares amounting to 40 percent of the share capital in Repsol Brasil, on a fully diluted basis. The parties expect to complete this transaction before the end of 2010, following which Repsol Brasil will become one of the largest privately owned companies in Latin America. The transaction will represent the second largest overseas acquisition ever by a Chinese company in the energy and natural resources sector, following Sinopec’s acquisition of Addax Petroleum in 2009. The cross-office V&E team is being co-led by partner David Blumental (Shanghai/Beijing), together with partners Boyd Carano (Palo Alto) and Steve Davis (Houston), and assisted by partner Jay Kolb (Shanghai). Partners José Luis Blanco and Ignacio Pallarés are leading the advisory team from Latham.

Lee & Ko has represented Korea Finance Corporation and the Export-Import Bank of Korea in respect of the KRW174 billion (US$156m) financing for STX’s acquisition of a 100 percent interest in gas fields in the Maxhamish area of British Columbia in Canada from Encana Corporation, Canada’s largest natural gas company. Woo Young Jung was the partner in charge of the project, while Tom Shin, Hun Ko and Sung Keun Park took part in the structuring and negotiation of the financing agreements.

Mallesons Stephen Jaques has acted for a syndicate of 17 banks in respect of TPG and Carlyle’s A$2.7 billion (US$2.6b) bid for Healthscope, which was recently approved in the Supreme Court of Victoria. The transaction represents Australia’s largest private equity deal since 2007. Shareholders earlier approved the bid for the Melbourne-based health care provider, with 99.5 percent of votes in favour of the deal. The firm’s team was led by Melbourne partner Jeff Clark.

Mallesons Stephen Jaques has also advised State Street Global Advisors in respect of the establishment of SPDR® ETFs, an umbrella unit trust established under Hong Kong law, and the HKSE listing of its sub-fund, SPDR® FTSE® Greater China ETF. The fund is authorised by the Hong Kong Securities and Futures Commission. The deal was led by partner Hayden Flinn.

Maples and Calder has acted as Cayman Islands counsel to PHBS Limited in respect of its issuance of US$1 billion 6.625 percent guaranteed perpetual capital securities, which are listed on the HKSE. The issue was guaranteed by Cheung Kong Infrastructure Holdings Limited, which is engaged in the development, investment, operation and management of global infrastructure businesses. JP Morgan is the sole bookrunner and structuring adviser. The firm’s team was led by partner Christine Chang.

Mayer Brown JSM has advised Phoenix Property Investors (PPI) in respect of its acquisition of a 90 percent ownership of Central Mansion, a building situated at a prime location in the Causeway Bay area of Hong Kong. The acquisition involved some 250 units of residential and commercial property. The acquisition cost has already surpassed HK$2.6 billion (US$335m), and it is possible the total investment may rise to around HK$3.8 billion (US$490m). PPI intends to redevelop the property into a high-class 31-storey office building. An application to the Lands Tribunal for a compulsory sale order will follow to unite all the ownerships. The firm’s team was led by Peter Ho and Wilfred Tong.

Milbank, Tweed, Hadley & McCloy LLP has advised the creditors in respect of the restructuring of PT Darma Henwa Tbk’s (Darma Henwa) US$205 million syndicated senior secured facility. The restructuring was particularly complex due to the multiple classes of debt and the various financial institutions that comprised the creditor group, ranging from onshore and offshore commercial banks to hedge funds. Darma Henwa completed a rights issuance, proceeds of which were partially used to satisfy its obligations under the facility and to fund additional amortizing payments under the restructured facility. Managing partner David Zemans led the deal, whilst Hadiputranto, Hadinoto & Partners acted as Indonesian counsel.

Mori Hamada & Matsumoto has advised United Arrows Ltd (UAL) in respect of its buy-back of more than 10.4 million of its shares valued at approximately US$123 million from Japan-based shoe retailer ABC-Mart. Earlier, UAL had announced a share buyback plan via a public tender from 31 August to 29 September 2010, setting the upper limit on the number of shares it would purchase at 10.7 million shares, for a maximum JPY10.7 billion (US$129m). Gaku Ishiwata led the transaction.

Mori Hamada & Matsumoto has also advised Japan-based online service provider Qpod in respect of the acquisition of a majority stake in the company by US-based shopping website operator Groupon Inc for an estimated consideration of US$10 million. The acquisition provides various opportunities for Groupon in the global e-commerce sector. It will also lead to the expansion of Groupon in the Asian markets, and the company expects its revenues to reach over US$500 million. Post acquisition, Qpod was renamed as Groupon Japan on October 1, and will be led by Keisuke Seto, the founder of Qpod. Takayuki Kihira led the transaction.

Norton Rose Group has advised Sumitomo Corporation and Sumitomo Corporation (China) Holding Limited in respect of the acquisition of three waste water treatment projects in China which have a total treatment capacity of 290,000m3/day, and which will operate in the Chinese provinces of Shangdong and Zhejiang. The instructions included the establishment of a joint venture with Beijing Capital Co Limited’s wholly-owned subsidiary Beijing Capital Hong Kong Ltd, for water infrastructure related business. Sumitomo Corporation and Beijing Capital plan to use the JV as a platform for investments in the water sector throughout China. Partners Chris Viner, Tom Luckock, and Jon Perry led the firm’s advisory team.

Orrick, Herrington & Sutcliffe LLP has advised Boshiwa International Holding Ltd (Boshiwa), a fast-growing Shanghai-based company that designs, makes and sells children’s products, in respect of a HK$2.49 billion (US$320m) IPO on the HKSE, with a Rule 144A/Regulation S placement to global investors. The offering, which took place on 29 September 2010, was jointly underwritten by UBS AG, Credit Suisse, BOCOM International and Deutsche Bank. A team led by partners Edwin Luk and Allen Shyu advised on the global offering.

Paul, Hastings, Janofsky & Walker LLP has advised Osaka-based Sekisui House Ltd (Sekisui House), Japan’s largest home builder and leading diversified real estate developer, in respect of its strategic entry into the US real estate market by entering into a joint venture with Newland Real Estate Group LLC (Newland), a national real estate development company based in San Diego in California. As part of the JV, Sekisui House and Newland have entered into agreements to develop residential land for 1,200 homes on 199 hectares of land that they have acquired in Houston, Texas. Partner Joshua Isenberg led the transaction.

Paul, Hastings, Janofsky & Walker LLP has also advised Korea East-West Power Co Ltd (EWP) in respect of its acquisition of Marubeni Sustainable Energy Inc, a leading US-integrated energy company based in San Diego in California which is focused on renewable energy production. The current portfolio of projects includes three biomass plants in California and New Hampshire and a gas plant in New York, totaling approximately 70 megawatts. The deal, which represents one of the first successful ventures into the US power industry by a South Korean company, will give EWP access to the US renewable energy market. Partner Joseph Kim led the transaction.

Shin & Kim has represented Hanwha Chemical Corporation in respect of its acquisition of up to 49.9 percent of Solarfun Power Holdings Co Ltd, a Cayman Islands company listed on NASDAQ. The transaction was signed on 3 August 2010 and is expected to be completed by the end of September 2010, subject to government approvals. The condition precedents to the completion of the transaction include, among others, obtainment of antitrust approvals. Sung Geun Kim, Myong Hyon (Brandon) Ryu and Joo Bong Jang of the firm’s M&A practice group led the advisory team.

Sidley Austin in Hong Kong has advised SouFun Holdings Ltd, a leading real estate Internet portal based in Beijing, in respect of its SEC-registered IPO (with ADSs) listed on the NYSE. The IPO was a part of the disposition by the majority shareholder, Telstra International, of its controlling stake in the company. Both the IPO as well as the private placement by Telstra of its remaining shares in the company to two institutional investors closed on the same day, 22 September 2010. The IPO, with the greenshoe (i.e., over allotment option) exercised, raised approximately US$143 million. Partners Timothy Li and Constance Choy acted on this transaction.

WongPartnership LLP has acted for a fund managed by Deka Immobilien (Deka) of Germany in the S$547 million (US$418m) acquisition of Chevron House, a 33-storey commercial development located in the central business district of Singapore. The transaction marks Deka’s first major property acquisition in Singapore. Partners Carol Anne Tan and Kenneth Leong acted on the matter.

WongPartnership LLP has also acted for AREIF Investment Holdings Pte Ltd and SEB Asian Property Fund SICAV-FIS in respect of the sale of all the equity interests in the capital of Hoover Realty SRL (Hoover) to Ascendas Cross Tower Pte Ltd. Hoover is an entity organised and existing under the laws of Barbados and owns Shanghai Huteng Real Estate Co Ltd, which owns the Grade A office building, Cross Tower, located at No. 318 Fuzhou Road, Huangpu District in Shanghai, PRC. Partners Gerry Gan and Alvin Chia acted on the matter.