Deals – 8 November 2012

* This deal, led by Andrew M Lim and Lee Kee Yen of Allen & Gledhill LLP was incorrectly accredited to Rahmat Lim & Partners in last week’s Weekly Briefing.

Amarchand Mangaldas has advised Firstsource Solutions Ltd (FSL) in respect of a preferential allotment of equity shares (constituting 34.5 percent of its share capital) to Spen Liq Private Ltd, a wholly owned subsidiary of CESC Ltd. Proceeds of the issue shall be applied towards redemption of its outstanding foreign currency convertible bonds (FCCBs). The acquisition of shares under preferential allotment and open offer shall trigger a change in control of FSL. Partners S H Bhojani, Amita Choudhary and Nisha Kaur Uberoi led the transaction which was signed on 25 October 2012 and is expected to close by 4 December 2012. The Mumbai offices of Khaitan & Co acted as legal advisors to CESC Ltd with ICICI Securities and JP Morgan as financial advisers for the transaction.

Amarchand Mangaldas has also acted as Indian counsel for Bharat Petroleum Corporation Ltd in respect of its issue of US$500 million 4.625 percent notes due 2022. This was the maiden offshore bond issuance by the issuer. The lead managers for the issue comprised of Citigroup Global Markets Ltd, The Hongkong and Shanghai Banking Corporation Ltd and the Royal Bank of Scotland plc whilst the trustee, principal paying agent and registrar to the issue was The Hongkong and Shanghai Banking Corporation Ltd. Partner Niloufer Lam led the transaction which closed on 25 October 2012. The joint lead managers and trustee were advised as to English law by Allen & Overy.

AZB & Partners has advised Enam Securities Private Ltd in respect of the demerger of certain businesses (investment banking, institutional equities, retail equities and related businesses, such as distribution of financial products and loans against shares) of Enam Securities into Axis Bank Ltd, in consideration of which shares of Axis Bank will be issued to the shareholders of Enam Securities and a concurrent sale of such businesses from Axis Bank to Axis Capital Ltd, a wholly owned subsidiary of Axis Bank by a scheme of arrangement. Partners Zia Mody, Shuva Mandal and Essaji Vahanvati led the transaction which completed on 20 October 2012 and was valued at approximately US$268 million.

AZB & Partners is also advising Temasek Holdings (Private) Ltd (Temasek) and Nomura Asia Investment (IB) Pte Ltd (Nomura) in respect of Bharti Infratel Ltd’s public offer of 188.9 million equity shares comprising of a fresh issue of approximately 146 million shares and an offer for sale of approximately 42.7 million equity shares by Temasek, Nomura, GS Strategic Investments Ltd and Anadale Ltd. The draft red herring prospectus was filed with SEBI on 14 September 2012. Partners Shuva Mandal and Essaji Vahanvati led the transaction which is yet to be completed.

Clayton Utz has acted for National Australia Bank Ltd as arranger and a syndicate of banks in respect of a A$500 million (US$520m) financing for Mineral Resources Ltd. The financing comprised cash facilities as well as guarantee and contingent instrument facilities. The guarantee and contingent instrument facilities were provided to support contracts which Mineral Resources Ltd and its subsidiaries had entered into in respect of various mining projects. Partner Rohan Mishra led the transaction.

Clayton Utz has also advised oOh!media and CHAMP Private Equity in respect of their successful acquisition of EYE Corp from Ten Network Holdings, which successfully closed on 1 November 2012. The firm has been advising Outdoor Media, owner of oOh!media, and CHAMP since the commencement of negotiations with Ten Network earlier this year, with the deal initially announced in July and most recently restructured to reach a successful close. oOh!media is Australia’s fastest growing out-of-home listed media company with assets throughout metropolitan and regional Australia. EYE Corp also specialises in outdoor advertising. Partners John Elliott and Mark Williamson, with partner Geoff Geha, led the transaction.

Clifford Chance has advised Heliconia Capital Management Ltd, a Temasek-seeded fund manager, in respect of its investment into a newly launched private equity fund targeting small and medium enterprises (SMEs) in Singapore and south east Asia. The fund will be managed by Dymon Asia Capital and will be focused on making investments in Singapore and south-east Asia-headquartered companies ranging from S$20 million to S$50 million (US$16.35m to US$40.9m). The fund held its first closing with an initial S$203 million (US$166m) of commitments comprising a S$100 million (US$81.8m) commitment from Heliconia and an additional S$103 million (US$84.2m) of commitments from private investors. Heliconia’s investment is part of an initial S$250 million (US$204.4m) seed injection by the Singapore government under an SME-nurturing programme, which equally matches private to public funding. The size of the programme is expected to reach S$1.5 billion (US$1.23b) eventually. Partner Han Ming Ho led the transaction.

Clifford Chance has also advised Star Energy in respect of its sale to Mitsubishi Corporation of 20 percent shares of Star Energy Geothermal Pte Ltd, which is the holding company that manages operation of the Wayang Windu Geothermal Power Project Plant, a geothermal power plant operating since June 2000 on Java Island, Indonesia. Partner Ting Ting Tan led the transaction.

Colin Ng & Partners has acted for Ideas Ventures Ltd and One97 Communications Singapore Private Ltd in respect of the sale of their majority equity interests in TheMobileGamer Pte Ltd (TMG) to South East Asia’s largest telco SingTel (through its wholly-owned subsidiary SingTel Idea Factory Pte Ltd) and Japanese telecommunications and internet firm Softbank Corp. TMG is a Singapore-based startup that aggregates, distributes, licenses and develops mobile gaming software. As part of the transaction, the firm also acted for TMG in relation to the share subscription of new Series ‘B’ preferred TMG shares by SingTel and Softbank. Partner Lisa Theng led the transaction.

Davis Polk is advising Baidu Inc in respect of its acquisition of shares of iQiyi.com held by Providence Equity Partners. The definitive agreement was entered into on 2 November 2012 and the transaction is expected to close before the end of the year. Upon completion, Baidu will have a substantial majority stake in iQiyi. Baidu is the leading Chinese-language Internet search provider. Baidu’s ADSs currently trade on the Nasdaq Global Select Market. iQiyi.com is a leading online video portal in China that was founded by Baidu. Partners Howard Zhang and Miranda So led the transaction.

De Brauw Blackstone Westbroek has advised IMCD Benelux NV in respect of its agreement to acquire, through its newly established Indonesian subsidiary PT IMCD Indonesia, the assets of PT Alam Subur Tirta Kencana and 100 percent of the shares of PT Sapta Permata. Alam Subur and Sapta Permata are active in the distribution and supply of food and beverage ingredients. Some of the shareholders of Alam Subur and Sapta Permata have agreed to acquire minority shares in PT IMCD Indonesia. The transactions are subject to various closing conditions. Partner Anja Mutsaers led the transaction which was announced on 29 October 2012. ABNR advised on specific matters from an Indonesian perspective.

Gide Loyrette Nouel has advised Crédit Agricole Corporate and Investment Bank (Crédit Agricole CIB) in respect of the sale of its remaining 80.1 percent interest in CLSA to CITIC Securities International Company Ltd (CITICS International), part of leading Chinese investment bank CITIC Securities Company Ltd (CITICS). Credit Agricole CIB exercised its put option to sell the 80.1 percent stake on 25 October 2012 and the parties subsequently executed an agreement for the acquisition of the stake on 5 November 2012. The sale, valued at approximately US$941.7 million, remains subject to regulatory and shareholder approvals. This represents the second phase of the transaction and follows the sale by Crédit Agricole CIB of 19.9 percent of CLSA’s capital to CITICS International for US$310.32 million on 20 July 2012. Following completion of this second phase, and more than two years of negotiations, CITICS International will own 100 percent of CLSA. Partner Guillaume Rougier-Brierre led the transaction. CITICS was advised by Kirkland & Ellis with a team including Nick Norris, Steven Tran, Joey Chau and Derek Poon.

J Sagar Associates has advised Fidelity Growth Partners India, the India focused Private Equity arm of Fidelity Worldwide Investment, and Fidelity Biosciences, in respect of their investment of INR400 crores (US$73.5m) in Chennai based medical technology firm Trivitron Healthcare Pvt Ltd (Trivitron), India’s largest distributor and after-sales support provider of medical equipment & devices. Trivitron will use the funding for acquisitions of companies and technologies in Europe and the United States, and to enhance the company’s distribution operations in Southeast Asia, Middle East and Africa. The transaction also involved a partial exit to ePlanet Ventures and Headland Capital, which have been investors in Trivitron since 2007, by way of acquisition of shares from the said investors by Fidelity. Partner Manvinder Singh led the transaction. Trivitron was advised by Amarchand & Mangaldas & Suresh A Shroff & Co Bangalore led by partner Arjun Lall.

J Sagar Associates (JSA) has advised the Mumbai-based real estate developer Lodha Group in respect of its 100 percent acquisition of Jawala Real Estate Private Ltd (Jawala) – a DLF Group entity – for approximately INR2,727 crores (US$501m). The primary asset owned by Jawala is a vacant parcel of land situated at Lower Parel, Mumbai, which the Lodha Group proposes to develop into a flagship residential complex. Partners Berjis Desai and Varghese Thomas led the transaction which is said to be India’s largest ever private sector land deal yet. Jawala was advised by Amarchand & Mangaldas & Suresh A Shroff & Co Mumbai led by partners Cyril Shroff and Tushar Mavani.

K Law has advised ME Energy Private Ltd in respect of the investment by Helix Investments in the company. ME Energy is the manufacturer of energy saving, heating and cooling systems. It also manufactures related products, including hot air and hot water generators, heat exchangers, and pressure vessels. Partner Praveen Raju led the transaction. Trilegal, led by partner Amit Tambe, acted as counsels for Helix.

Khaitan & Co has successfully defended CEAT Ltd in respect of a case before the Competition Commission of India against alleged cartelisation in the tyre industry. CEAT Ltd is one of the leading tyre manufacturers in India. Partner Manas Kumar Chaudhuri acted on the matter.

Khaitan & Co has also advised Dhunseri Petrochem & Tea Ltd in respect of its acquisition of 100 percent stake in Malawi based Makandi Tea & Coffee Estates Ltd and Kawalazi Estate Company Ltd from London-based Global Tea & Commodities Ltd through its Singapore wholly owned subsidiary, Dhunseri Petrochem & Tea Pte Ltd, for US$22 million. Dhunseri Petrochem & Tea Ltd has been a progressive, quality-focused Indian tea producer for over five decades and is located in a quality belt, producing the best tea in the world. Partner Haigreve Khaitan led the transaction.

King & Wood Mallesons has advised BG Group in respect of its entry into a heads of agreement (HOA) for the sale of certain interests in the Queensland Curtis LNG (QCLNG) project to China National Offshore Oil Corporation (CNOOC) for A$1.93 billion (US$2m) and the sale of liquefied natural gas (LNG) from BG Group’s global LNG portfolio. Fully-termed transaction agreements are expected to be executed in the first half of 2013 and, on closing, CNOOC will reimburse BG Group for its share of QCLNG project capital expenditures incurred from 1 January 2012. Under the terms of the HOA, BG Group will sell an additional 40 percent interest in the first LNG production train of the QCLNG project, increasing CNOOC’s equity interest in the facility to 50 percent. CNOOC will also acquire further interests in the reserves and resources of certain BG Group tenements in the Surat Basin and new interests in certain BG Group tenements in the Bowen Basin, bringing its interest in these fields to 25 percent. CNOOC will also have the option to participate as a 25 percent partner in the first of any potential expansion trains at QCLNG. Under the LNG sale agreement, BG Group will supply CNOOC with 5 million tonnes per annum (mtpa) of LNG for 20 years beginning in 2015, sourced from BG Group’s global LNG portfolio. Combined with the 3.6 mtpa LNG sale agreement signed with CNOOC in March 2010, this will bring BG Group’s total committed LNG sales to China to 8.6 mtpa – making it the largest supplier of LNG to China. Partners Craig Rogers and Joshua Cole led the transaction.

King & Wood Mallesons has also advised Cathay Fortune Corporation (CFC) in respect of its combined off-market takeover with the China-Africa Development Fund (CAD Fund) to acquire Discovery Metals Ltd (DML) for approximately A$824 million (US$850m). DML focuses on developing its key assets of copper exploration and production in northwest Botswana. The offer will be funded by a term loan facility to be provided by Chinese Bank. CFC and the CAD Fund will invest in Cathay Fortune Investment Ltd.(CF Investment), a joint venture of CFC and the CAD Fund, at the ratio of 75 percent and 25 percent respectively. CF Investment currently owns 13.7 percent of the ordinary shares of DML. The transaction has been approved by the National Development and Reform Commission of the People’s Republic of China and Foreign Investment Review Board (FIRB) of Australia. Other related applications for approval in Botswana are in process. Partner Xiong Jin led the transaction.

Latham & Watkins has advised The Royal Bank of Scotland, Deutsche Bank, JP Morgan Securities and Standard Chartered Bank as the joint lead managers in respect of Franshion Properties (China) Ltd’s offering of US$500 million senior notes. The notes, due in 2017 with a yield of 4.7 percent, are governed by New York law. HKSE listed Franshion Properties (China) Ltd, a subsidiary of Sinochem Group, is one of China’s leading real estate development companies. Partners Cathy Yeung and Eugene Lee led the transaction.

Minter Ellison has advised DEXUS Property Group in respect of its A$241.6 million (US$251.5m) acquisition of a 34-level A-grade commercial building in Brisbane, Queensland from Australian Property Growth Fund. Known as the ‘Blue Tower’, the building has 32,000 square metres of office space and a list of blue-chip tenants. The deal represents the largest acquisition of a commercial office building in the Brisbane market this year. Partner Virginia Briggs led the transaction. McCullough Robertson advised Australian Property Growth Fund.

Minter Ellison has also advised U&D Mining Industry (Australia) Pty Ltd in respect of its A$71 million (US$74m) takeover offer for all the issued shares of ASX-listed coal explorer and developer Endocoal. The transaction, by scheme of arrangement, includes an interim funding of A$4 million (US$416m) provided by U&D. U&D Mining is 51 percent owned by Yima Coal Group, a leading SOE coal producer from Henan, China, and 49 percent owned by Daton Group Ltd, an ASX-listed fertiliser manufacturer. The offer, which has been recommended by Endocoal’s board of directors in the absence of a superior proposal, is subject to regulatory approval from authorities in Australia and the People’s Republic of China. Partner Ben Liu, with partners Brendan Clark, Theo Kindynis and Joseph Pace, led the transaction. Gilbert + Tobin advised Endocoal.

Rajah & Tann has advised Gaylin International Pte Ltd in respect of Gaylin Holdings Ltd’s IPO which raised approximately S$38.5 million (US$31.5m). Gaylin Holdings holds assets in Vietnam and Malaysia, as well as Singapore. Gaylin Holdings Ltd was listed on 23 October 2012. Partner Howard Cheam Heng Haw led the transaction whilst the firm’s regional offices, R&T Vietnam, led by Lim Wee Hann, advised on Vietnam laws, and Kamilah & Chong, led by Yon See Ting, advised on Malaysian laws. Rodyk & Davidson advised CIMB Bank Berhad as the issue manager and CIMB Securities (Singapore) Pt Ltd as the underwriter and placement agent.

Rodyk & Davidson has acted as Singapore counsel for Aica Kogyo Co Ltd in respect of its €150 million (US$191.3m) acquisition of the share capital of Dynea Asia Pacific Holding Pte Ltd (Dynea). Dynea operates 13 subsidiaries and two affiliates of Dynea Chemicals Oy in the Asia Pacific. Partners S Sivanesan and Sunil Rai acted on the transaction.

Rodyk & Davidson has also acted for the developer Serangoon EC Pte Ltd (SEPL) in the launch of the 394-unit Heron Bay, an executive condominium housing project located in Upper Serangoon Road, between Serangoon River and Punggol Park. The firm had previously acted in the acquisition of the land for S$141 million (US$115.24m), in a bidding exercise which garnered the attention of seven bidders. SEPL is a joint venture between CNH Investment Pte Ltd, Evia Real Estate Management Pte Ltd, Ho Lee Group Pte Ltd and See Hup Seng Ltd. Partner Norman Ho, supported by partner Lai Wai Leng, led the transaction.

Stamford Law is advising YHM Group Ltd in respect of its proposed placement of shares and grant of options to mainboard-listed Ezion Holdings Ltd for a 44 percent stake to raise up to approximately S$9 million (US$7.35m), the subsequent mandatory general offer in respect of the shares of the company as well as the company’s proposed undertaking of new business in the offshore and on-shore oil and gas and marine industry. Partner Bernard Lui and Director Lim Swee Yong are leading the transaction.

Stamford Law is also advising Metax Engineering Corporation Ltd in respect of its proposed placement of shares and warrants to mainboard-listed Koh Brothers Group Ltd for a 51 percent stake to raise up to approximately S$17 million (US$13.9m). Partner Bernard Lui is also leading the transaction.

Sullivan & Cromwell is representing China Vanadium Titano-Magnetite Mining Company Ltd in respect of a possible proposal for privatisation of the company by way of a scheme of arrangement to be made by the company’s controlling shareholder. Partners Kay Ian Ng and Gwen Wong are leading the transaction which was announced on 5 November 2012.

Tay & Partners has advised Agensi Inovasi Malaysia, a statutory body set up by the Malaysian Government, in respect of its US$3.5 million investment in Quantum Electro Opto Systems Sdn Bhd, a company set up to pioneer the commercial development of high speed, low cost and power efficient fibre optics communication solutions based on the optical tilted charge device technology platform. Partner Tay Beng Chai led the transaction.

Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised 1Malaysia Development Berhad (1MDB) in respect of the acquisition of the entire ordinary shares and redeemable convertible preference shares in the issued share capital of Mastika Lagenda Sdn Bhd (MLSB) for RM2.38 billion (US$778.3m). MLSB owns 75 percent of the power generation and supply of electricity business, and 100 percent of the water treatment and supply business of the Genting group in Malaysia. Partner Brian Chia led the deal.

WongPartnership has acted for Standard Chartered Bank and Oversea-Chinese Banking Corporation Ltd (OCBC Bank), as mandated lead arrangers, in respect of the S$100 million (US$81.7m) loan facility to Ying Li International Real Estate Ltd (Ying Li), the first significant Chongqing property developer to be listed in Singapore through its key subsidiary, Chongqing Yingli Real Estate Development Co Ltd, for the refinancing of certain debts of Ying Li and its subsidiaries. Partner Christy Lim led the transaction.

WongPartnership has also acted for Tiger Airways Holdings Ltd in respect of the sale of 60 percent of its wholly-owned subsidiary, Tiger Airways Australia Pty Ltd, to VAH Newco No. 1 Pty Ltd, a wholly-owned subsidiary of Virgin Australia Holdings Ltd. Partners Mark Choy, Owyong Eu Gene and Lam Chung Nian led the transaction.