Deals – 8 December 2011

Allen & Gledhill has advised Mapletree Industrial Trust in respect of its acquisition of a portfolio of industrial properties for over S$400 million (US$311m) from JTC Corporation (JTC) under a JTC divestment exercise by way of tender. The properties comprised five industrial estates with approximately 450 tenancies. Partners Ho Kin San, Ernest Teo and Kok Chee Wai led the transaction

AZB & Partners has advised International Finance Corporation in respect of its acquisition of approximately 11 per cent of equity shares for a total amount of INR1.35 billion (US$ 27.36m) in Bandhan Financial Services Private Ltd, a non-deposit taking NBFC incorporated under the laws of India. Partner Gautam Saha led the transaction which was completed on 30 August 2011.

Baker & McKenzie has advised Gulf JP NS Company Ltd (Gulf JP) in respect of its US$1.185 billion financing of the Nong Saeng Independent Power Producer (IPP) project in Thailand. The loan was financed by Japan Bank for International Cooperation, Asian Development Bank, Mizuho Corporate Bank Ltd, The Siam Commercial Bank Public Company Ltd and KASIKORNBANK Public Company Ltd. This project was awarded through bidding in 2007 under the Thai government’s electric power development plan. The project entails the construction of a 1,600-megawatt gas combined cycle thermal power plant in Nong Saeng, and 25 years of electricity sale to the Electricity Generating Authority of Thailand (EGAT). Partners James Huang, Chew Chin, Komkrit Kietduriyakul and Viroj Piyawattanametha led the transaction.

Clifford Chance has advised on two key real estate investment trust offerings led by partner Joan Janssen in the last month. The firm advised the joint global coordinators and joint book-runners in respect of Malaysia’s Pavilion REIT IPO which raised US$228 million. Part-owned by the Qatar Investment Authority, Pavilion REIT is one of the largest retail focused REIT listed on the Malaysian stock exchange and owner of the landmark Pavilion Kuala Lumpur Mall.

Clifford Chance is also advising CapitaMalls Malaysia REIT Management Sdn Bhd, as manager of CapitaMalls Malaysia Trust (CMMT), in respect of the sale of the approximately 262 million units of CMMT valued at US$104.77 million. The placement, which priced on 28 October 2011, was the first Asian offering of size to complete in three months.

Fried, Frank, Harris, Shriver & Jacobson has advised Coach Inc, an American marketer of fine accessories and gifts for women and men, in respect of the listing by way of introduction of its depositary receipts on the HKSE. The deal makes Coach the first company incorporated in the United States to list in Hong Kong. No additional common stock was issued nor capital raised through this listing. The primary listing for the company will continue to be the NYSE. Partners Victoria Lloyd and Joshua Wechsler led the transaction. Paul Hastings, led by partner Scott Saks, represented JP Morgan, as the sole sponsor and the depositary bank.

Fried, Frank, Harris, Shriver & Jacobson has also advised Bank of America Merrill Lynch, as sole global coordinator, sole book-runner, sole lead manager and sole sponsor, in respect of Sitoy Group Holdings Ltd’s global offering of 249.6 million ordinary shares and the related listing on the HKSE. The offering raised approximately US$94.6m. The deal comprised the sale of 24.96 million Hong Kong offer shares and 224.64 million international placing shares. Sitoy Group is a large-scale outsourced manufacturer of luxury handbags and small leather goods. Partners Victoria Lloyd and Joshua Coleman led the transaction.

Gide Loyrette Nouel has advised Air Liquide, a world leader in gases for industry, health and the environment, in respect of the establishment of a joint venture with Sinopec (China Petroleum and Chemical Corporation), one of Asia’s largest petroleum and petrochemical groups. The JV has been established to facilitate the supply of gaseous oxygen and nitrogen by Air Liquide to Sinopec’s branch in Maoming, Guangdong, China (MPCC). Air Liquide and Sinopec have entered into a 50/50 JV which will build, own and operate a new air separation unit (ASU), as well as MPCC’s existing ASUs. The new ASU, built using Air Liquide’s latest technology, will have a capacity of 3,000 tonnes of oxygen per day. Expected to be commenced in 2013, this will be the largest ASU to be built in China and will also be able to produce liquid oxygen, nitrogen and argon. The global investment of this joint venture will be approximately €85 million (US$114m). Partners Antoine de la Gatinais and David Boitout led the transaction.

J Sagar Associates has advised the Waste Management Group (WM), North America’s leading provider of integrated environmental solutions, in respect of the acquisition of the assets and employees of Sky Logistics Private Ltd (Slogistics) by WM’s Indian subsidiary. The US-based WM entity acquired the assets and certain key employees from the Institute of Information Technology, Inc, Slogistics’ US-based sister company. Partner Vivek K Chandy led the transaction whilst partner Jess Frey from Gardere Wynne Sewell advised on the US leg of the transaction.

J Sagar Associates has also advised the COMPAREX Group, one of the world’s leading software and technology services companies which operates in 28 countries worldwide, in respect of the acquisition of a majority ownership in IRIS Unified Technology Private Ltd (IRIS) resulting in a joint venture with the Indian shareholders of IRIS which continue to hold minority ownership in IRIS. Partner Sandeep Mehta led the transaction.

Khaitan & Co has advised Olam International Ltd (Olam) in respect of the acquisition of bulk spices and private label assets and businesses in India, Vietnam and US of Vallabhadas Kanji Ltd by Olam Agro Ltd for US$18 million. Olam is a global leader in the supply chain management of agricultural products and food ingredients. Partner Anand Mehta and executive director Dinesh Kumar Agrawal advised on the matter.

Khaitan & Co has also advised Red Gate Software Ltd (Red Gate) in respect of the acquisition of Cerebrata Software Private Ltd. Red Gate is a software company based in Cambridge, UK. It primarily provides tools for database developers and administrators. In addition, through its Simple Talk Publishing subsidiary, it maintains community websites such as SQL Server Central and Simple Talk. Partner Rabindra Jhunjhunwala advised on the transaction.

Kim & Chang has advised Doosan Heavy Industries & Construction Co Ltd and its indirect wholly-owned subsidiary Doosan Power Systems (DPS) in respect of DPS’s acquisition of a 99.04 per cent stake in AE&E Lentjes GmbH from the insolvency administrator of AE&E Deutschland GmbH. The transaction marks the second acquisition by DPS from the now insolvent Austrian industrial group, A-Tec Industries AG, following the acquisition in January 2011 of AE&E Chennai Works Private Ltd (now known as AE&E Chennai Works Private Ltd). SY Park, Nicolai Nahrgang and Joon B Kim led the transaction which was completed on 24 November 2011.

Kim & Chang has also acted as Korean counsel to Softbank Telecom in respect of the formation of kt-SB data service, a joint venture with Korean telecommunication service provider KT. KT has a 51 per cent stake in the JV whilst Softbank Telecom holds the remaining 49 per cent. The JV plans to set up a data centre in Gimhae, Korea to operate servers for Japanese companies. CW Sohng, KY Lee and WS Cho led the transaction.

Loeb & Loeb has advised China Century Dragon Media Inc (CCDM), a US-based public company resident in China, in respect of a shareholder class action claiming that CCDM reported falsely inflated revenues to the SEC. The US District Court for the Central District of California dismissed the suit on 30 November 2011. The decision represents a legal bellwether for numerous US-listed Chinese companies facing unsubstantiated fraud allegations which stemmed from short seller attacks directed at the sector in recent months. The ruling made a strong statement about a plaintiff’s obligation to plead with specificity, which brings into question a number of similar claims filed against US-listed Chinese companies based on information disseminated by investors who hold a short position on the company’s stock. Eugene R Licker, Laura M Vasey, Robert Catalano, W Allan Edmiston and Martin Fojas led the transaction.

Majmudar & Co has represented CIGNA International Corporation, the largest healthcare insurer and services provider in the US, in respect of establishing its insurance joint venture in India with TTK, a leading business group in South India. The transaction structure was very complex, as insurance is a regulated sector in India. The transaction was handled by partners Akil Hirani and Rukshad Davar.

Mallesons Stephen Jaques has acted for Pola Orbis Holdings, a listed Japan-based cosmetics/ pharmaceuticals company, in respect of its share purchase agreement to acquire Australia-based skincare products company Jurlique International. Pola expects to pay approximately A$300 million (US$307.6m) in cash for all outstanding shares of Jurlique, after the repayment of certain company indebtedness and costs. The acquisition will be financed by internally available funds. Partners Jim Boynton and Dave Friedlander led the transaction. Simpson Thacher & Bartlett acted for Pola whilst Latham & Watkins and Minter Ellison acted for the shareholders.

Maples and Calder has acted as Cayman Islands counsel to RENHENG Enterprise Holdings Ltd (RENHENG), a company involved in tobacco machinery products in the PRC, in respect of its placing of 50 million shares of HK$1.30 (US$0.167) each in the capital of the company and listing on the Growth Enterprise Market of the HKSE expected to raise HK$60 million (US$7.72m). Shengyin Wanguo Capital (HK) Ltd was the lead sponsor and lead manager. Partner Christine Chang led the transaction whilst Louis KY Pau & Company, led by Louis Kin Yuen Pau and Sharon Wai Kam Ngan, acted as the instructing onshore counsel. Ernest Chung and Winnie Chau of LI & Partners represented the sponsor.

Maples and Calder has also acted as Cayman Islands counsel for Baoxin Auto Group Ltd (Baoxin), a Cayman Islands company, in respect of its IPO and listing on the HKSE. Baoxin is expecting to raise approximately HK$4.1 billion (US$527.3m) by offering 379.32 million shares in the global offering. The proceeds will be used for acquisition and expansion purposes. Partner Barry Mitchell led the transaction. Cleary Gottlieb Steen & Hamilton acted as Hong Kong and US counsel. Jingtian & Gongcheng acted as PRC counsel whilst Clifford Chance and Jun He Law Office advised the underwriters composed of Morgan Stanley, JP Morgan and CMB International.

Mayer Brown JSM has advised HSBC, Deutsche Bank, Goldman Sachs and JP Morgan in respect of the HK$3.3 billion (US$424,4m) loan facility provided to Chow Tai Fook Jewellery Company Ltd (CTF HK) for the purpose of financing the pre-IPO dividend payment to its controlling shareholder, Chow Tai Fook (Holding) Ltd. The parent company of CTF HK, Chow Tai Fook Jewellery Company Ltd, is expected to float on the HKSE in mid-December 2011 and aims to raise around HK$22 billion (US$2.8b), making it the biggest share listing in Hong Kong this year. Partner Francis Chen led the transaction.

O’Melveny & Myers has represented Changyou.com Ltd, an online game developer and operator in China, in respect of its proposed US$162.5 million acquisition of game information portal 17173.com from Sohu.com Inc, an online media, search, gaming, community and mobile services group in China. The parties have entered into definitive agreements and the transaction is expected to close this month. Partners David Roberts and Paul Scrivano led the transaction.

Paul Hastings has advised Publicis Groupe, the third largest advertising and communications group in the world, in respect of its acquisition of Beijing-headquartered Gomye, a full service digital agency providing integrated and interactive marketing services. Through the acquisition, Gomye will become part of the Publicis Modem brand. Partners David Wang and Lesli Ligorner led the transaction.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel to the Bank of New York Mellon in respect of the issuance by an independent upstream oil and gas company, KrisEnergy Holding Company Ltd, of US$85 million 10.5 per cent senior guaranteed secured bonds due 2016. The deal is believed to be one of the first Singapore-law governed high-yield secured international bond offerings and involved a complex multi-jurisdictional security package shared between the bondholders and a syndicate of banks. Partner Pok Eu Jin led the transaction.

Walkers has acted as Cayman Islands counsel to Nasdaq-listed Melco Crown Entertainment Ltd, a subsidiary of Melco International Development, in respect of its listing by introduction on the HKSE. The shares started trading on 7 December 2011. Partner Denise Wong led the transaction whilst Shearman & Sterling acted as Hong Kong and US counsel and Manuela Antonio acted as Macau counsel. Skadden, Arps, Slate, Meagher & Flom acted as joint sponsors’ Hong Kong and US counsel whilst Henrique Saldanha A&N acted as Macau counsel.

WongPartnership has acted for Asahi Group Holdings Ltd in respect of its RM820 million (US$129m) acquisition of Permanis Sdn Bhd, PepsiCo Inc’s bottler in Malaysia and Malaysia’s second largest soft drink maker by sales volume. Partners Ng Wai King, Andrew Ang and Tay Liam Kheng acted on the matter.

WongPartnership has also acted for Taiyo Nippon Sanso Singapore Pte Ltd (Taiyo Singapore), a wholly-owned subsidiary of Taiyo Nippon Sanso Corporation (Taiyo Corp), in respect of its exit offer to acquire all the issued ordinary shares in the capital of Leeden Ltd other than those held, directly or indirectly by Taiyo Singapore and those held by Leeden as treasury shares in relation to the voluntary de-listing of Leeden from the SGX, The firm also acted for Leeden in respect of its voluntary de-listing from the SGX in connection with the exit offer by Taiyo Singapore to acquire all the issued ordinary shares in the capital of Leeden other than those held, directly or indirectly by Taiyo Singapore and those held by Leeden as treasury shares. Partners Mark Choy and Dawn Law acted on the matter.