Deals – 8 August 2013

Allen & Overy is advising HC Starck, one of the largest companies in the global tungsten industry, in respect of its joint venture with Nui Phao Mining Company, a subsidiary of one of Vietnam’s largest private sector business groups, Masan Group Corporation, and developer of the largest known tungsten deposits outside of China. Subject to regulatory approval, Nui Phao and HC Starck will own 51 percent and 49 percent, respectively of the JV which will, through a newly constructed chemical plant in Thai Nguyen Province, Vietnam, process all of Nui Phao’s tungsten concentrate into higher value-added tungsten chemical products. Partners Barry Irwin, Dao Nguyen and Helge Schafer led the transaction. Milbank and YKVN are acting for Masan Group and Nui Phao.

Akin Gump Strauss Hauer & Feld has advised the special committee of the board of directors in respect of the buyout of LJ International Inc, a leading colored gemstone and diamond jeweller with wholesale and retail businesses. The deal closed on 30 July 2013, following approval of the US$64 million buyout by the company’s CEO and chairman and private equity partners, taking the company private. Prior to this take-private transaction, the company had been listed on the NASDAQ. The firm advised, among other things, on the evaluation of the proposal to acquire all the outstanding ordinary shares of the company not owned by Yu Chuan Yih, chairman of the board of directors, president and CEO of the company, by Yih and Urban Prosperity Holding Ltd, an entity owned and controlled by FountainVest China Growth Capital Fund LP. On 22 March 2013, the company entered into an agreement and plan of merger with Flora Bloom Holdings, a Cayman Islands exempted company with limited liability, and Flora Fragrance Holdings Ltd, a company with limited liability incorporated in the British Virgin Islands and a wholly owned subsidiary of Flora Bloom Holdings, following which Flora Bloom Holdings acquired the company for US$2.00 per ordinary share. Partners Greg Puff and Zach Wittenberg led the transaction. Maples and Calder, led by partner Greg Knowles, acted as British Virgin Islands counsel.

AZB & Partners has advised DLF Ltd in respect of its sale of 74 percent of paid up equity share capital of DLF Pramerica Life Insurance Company Ltd to Dewan Housing Finance Corporation Ltd and certain group entities. Partner Allwyn Noronha led the transaction which was signed on 25 July 2013 and is yet to be completed, subject to receipt of regulatory approvals.

AZB & Partners has also advised Khopoli Investments Ltd, a subsidiary of the Tata Power Company Ltd, in respect of a term loan it availed from Australia and New Zealand Banking Group Ltd, Barclays Bank Plc, DBS Bank Ltd and the Royal Bank of Scotland Plc for refinancing of its term loan of US$70 million. Partner Shameek Chaudhuri led the transaction which was completed on 24 July 2013.

Baker & McKenzie has represented Thai Life in respect of the sale of a 15 percent stake in the company to Japan’s second-largest life insurer, Meiji Yasuda Life Insurance Co, for an estimated US$700 million. This strategic partnership marks the strengthening of Thai Life’s position in the market as the insurer prepares for the upcoming economic integration of the ASEAN Economic Community (AEC). With the success of Meiji Yasuda in other international markets, Thai Life seeks to take advantage of this experience and further develop their services to meet the needs of an expanding market. Thai Life is currently the third-largest life insurer in Thailand. Partners Sorachon Boonsong and Preeda Meksrisuwan led the transaction.

Baker & McKenzie has also advised Nacap Australia Pty Ltd and its Holland-based shareholder AFR Investments BV in respect of the sale of Nacap, a leading pipeline and construction company, to Quanta Services, a NYSE-listed contractor which delivers infrastructure solutions to energy and pipeline industries. Partners Tony Whelan, Leigh Duthie, Dan Middleton and Simon De Young led the transaction. Freehills acted for Quanta.

Cheung & Lee, in association with Locke Lord (HK), has advised the Mongolia Investment Group Ltd in respect of its acquisition of the relevant interests involving a group of companies known as the Peace Map Group, which covers the geographical information systems industry chain in the People’s Republic of China and holds several unique licenses and operations certificates. The completion of the transaction marks the successful establishment of a VIE structure for an industry where foreign investment is prohibited by the foreign investment catalogue issued by the MOFCOM. Partner Wing Leung Cheung led the Locke Lord team in the transaction which was valued at approximately US$200 million and was completed on 2 August 2013.

Clayton Utz is advising CIMB, Macquarie Capital and RBS Morgans as joint lead managers in respect of the proposed IPO of Centuria Property Trust. The offer proposes an equity raising of A$215.3 million (US$193m) and the seed asset of the trust is Northpoint Tower, a A$312 million (US$280m) landmark office/retail property located in North Sydney. Stuart Byrne and Natasha Davidson are leading the transaction. King & Wood Mallesons is advising Centuria as issuer.

J Sagar Associates has advised Actavis Group in respect of the sale of 100 percent shareholding held by its Netherlands based group companies in Actavis Pharma Manufacturing Private Ltd to Vivimed Labs Ltd. Actavis is engaged in the manufacturing of solid oral dosage (SOD) forms of pharmaceutical products. Partner Sandeep Mehta led the transaction. Vivimed Labs Ltd was represented by Wadia Ghandy & Co.

Khaitan & Co has advised NeoGrowth Credit Private Ltd India, a non-deposit taking and non-systemically important non-banking financial company registered with the Reserve Bank of India, in respect of the investment by ON Mauritius for the acquisition of approximately 29.31 percent stake in Neogrowth. Partner Haigreve Khaitan led the transaction.

Khaitan & Co has also advised Orient Cement Ltd in respect of the listing of its shares on the stock exchanges pursuant to relaxation from applicability of Rule 19(2) (b) of the Securities Contracts (Regulations) Rules, 1957 granted by SEBI in the exercise of its powers conferred under Rule 19 (7) of the Rules. Orient Cement Ltd is part of the CK Birla group and is a leading company in the cements sector. Partner Vibhava Sawant led the transaction.

Latham & Watkins has advised Al Rajhi Banking and Investment Corporation, Arab National Bank, Boubyan Bank, Banque Saudi Fransi, Credit Agricole Corporate and Investment Bank, Gulf Bank KSC, National Bank of Kuwait and The Saudi British Bank in respect of the US$2.3 billion financing for Al-Etisalat Al-Mutanakilah Al-Saudia Company (Zain KSA). The facility is one of the biggest Murabaha facilities seen in the region this year. Partner Craig Nethercott led the transaction. Zain KSA was advised by Clifford Chance partner Peter Avery.

Maples and Calder is acting as Cayman Islands and British Virgin Islands counsel to Baidu Inc in respect of its second public bond offering of US$1 billion, the pricing of which was announced on 1 August 2013. Baidu’s US denominated notes of principal amount 3.25 percent due 2018 are expected to be listed on the SGX-ST. Proceeds from the offering will be used for general corporate purposes, including merger and acquisition activities. Partners Gareth Griffiths and Greg Knowles led the transaction. Skadden, Arps, Slate, Meagher & Flom, led by partner Julie Gao, acted as counsel to the issuer. Han Kun Law Offices acted as Chinese counsel to the deal. The underwriters – JP Morgan Securities and Goldman Sachs (Asia) – are being represented by Davis Polk & Wardwell partners James Lin and Howard Zhang, with Jingtian & Gongcheng advising on Chinese law.

Mayer Brown has represented Hanergy Holding Group Ltd, China’s largest private renewable energy company, in respect of its US acquisition of Global Solar Energy Inc, a leading manufacturer of copper indium gallium diselenide (CIGS) solar technology based in Tucson, Arizona. Partners Xiangyang Ge and Paul de Bernier led the transaction.

Norton Rose Fulbright is acting as lead international counsel to Ooredoo (formerly Qatar Telecom) in respect of the greenfields deployment of a multi-billion dollar mobile telecoms network in Myanmar (Burma). The project is one of the leading telecoms projects in the world at present. Ooredoo is one of only two foreign telecoms companies recently awarded a new Nationwide Telecommunications Licence in Myanmar as the country accelerates its development and liberalisation plans. Partners Gigi Cheah and Dr Martyn Taylor are leading the transaction.

Rodyk & Davidson has acted for CapitaLand in respect of its S$91.8 million (US$72.4m) acquisition of the Big Orange self-storage business from Invista Real Estate International Holdings (Cayman) Ltd, including the business of managing and operating self-storage facilities carried on by Big Orange Self Storage Singapore Pte Ltd. CapitaLand operates its self-storage business through the ‘Storhub’ brand and will become the largest self-storage company with the widest local network in Singapore with the acquisition. Partner Valerie Ong led the transaction.

Rodyk & Davidson has also acted for Novelty Dept Store in respect of its purchase of Henley Industrial Building at Lim Teck Boo Road for S$37 million (US$29.18m). This is a freehold strata-titled industrial building. The sale is subject to the Order of Sale from the Strata Titles Board or the High Court, as the case may be. Partner Lee Liat Yeang led the transaction.

Shook Lin & Bok has acted for DBS Trustee Ltd, the trustee of SPH REIT, in respect of the listing and IPO of SPH REIT on the SGX-ST to raise gross proceeds of S$554 million (US$427m). SPH REIT is one of the largest retail REITs in Singapore by asset value and offers investors exposure to a high quality retail property portfolio. Partners Tan Woon Hum and Andrea Ng advised on the transaction. Allen & Gledhill, led by partners Jerry Koh, Margaret Soh and Chua Bor Jern, advised the manager of SPH REIT and Singapore Press Holdings Ltd, as sponsor.

Sullivan & Cromwell has represented CITIC Securities Company Ltd, the largest Chinese investment bank, in respect of the acquisition of Hong Kong-based international brokerage and research company CLSA BV from its parent, Crédit Agricole SA (France), for US$1.25 billion. This is the largest overseas acquisition by a Chinese financial institution to date. The firm advised CITIC Group Corporation and CITIC Securities in obtaining Federal Reserve Board approval for the acquisition. Partner H Rodgin Cohen led the transaction which was completed on 31 July 2013.

SyCip Salazar Hernandez & Gatmaitan acted as counsel to the Philippine National Bank and Asia United Bank in connection with a PhP3.5 billion (US$80,448,489) loan facility obtained by Star Infrastructure Development Corporation.The proceeds of the facility will be used principally to finance the total cost of the remaining construction works for the Southern Tagalog Arterial Road Project (STAR). STAR is a 42-kilometer toll way facility linking the southern Tagalog provinces of the Philippines to the National Capital Region. STAR traverses the towns of Santo Tomas, Malvar and Ibaan, Batangas and the cities of Tanauan, Lipa and Batangas. The team was led by partner Mia G Gentugaya.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has acted for BIMB Holdings Berhad (BHB) in respect of the proposed acquisition of a 49 percent stake in Bank Islam Berhad, Malaysia’s original Islamic bank, from the Dubai Financial Group LLC and Lembaga Tabung Haji for a total purchase consideration of approximately US$885 million. Completion of the transaction is subject to shareholder and regulatory approvals and successful fund-raising by way of a rights issue, which is expected to raise RM1.536 billion (US$473m) and a sukuk issuance, which is expected to raise RM1.471 billion (US$453m). The total value of the deal, taking into account the fund raising aspects, is approximately RM6 billion (US$1.85b). Partner Munir Abdul Aziz led the transaction, assisted by partner Wong Sue Wan. The same team will also advise on the rights issue while partner Mark Lim will advise Bank Islam as lead arranger in the sukuk issuance.

WongPartnership has acted for The Bank of New York Mellon Singapore Branch, as trustee, paying agent, calculation agent, registrar and transfer agent, in respect of United Overseas Bank Ltd’s issue of S$850 million (US$670m) 4.9 percent non-cumulative non-convertible perpetual capital securities. Partners Hui Choon Yuen and Trevor Chuan led the transaction.

WongPartnership has also acted for the syndicate of lenders in respect of the S$500 million (US$394m) financing to Suntec Real Estate Investment Trust for the refinancing of Suntec REIT’s existing indebtedness and for its general corporate funding purposes. Partner Christy Lim led the transaction.