Deals – 8 October 2009

Allen & Gledhill LLP has also advised K-REIT Asia Management Limited (KAM), as manager of K-REIT Asia, in connection with its announcement of a proposed underwritten renounceable one-for-one rights issue of approximately 666.7 million new units in K-REIT Asia. It is anticipated the issuance will raise gross proceeds of approximately S$620 million (approx US$445.2m). Both Keppel Corporation Limited and Keppel Land Limited have provided irrevocable undertakings to KAM and BNP Paribas, Singapore Branch (BNP) to subscribe for their (and their respective wholly-owned subsidiaries’) total provisional allotments of rights units. Led by partners Rachel Eng and Long Chee Shan, WongPartnership LLP acted for BNP as lead manager, underwriter and financial adviser to the issue, with BNP underwriting the remaining balance of the rights units. Partners Jerry Koh and Chua Bor Jern were involved from Allen & Gledhill.

Allen & Overy has acted for Terminal KMS de GNL, S. de RL de CV (KMS), a Mexican special purpose subsidiary of the sponsors – Mitsui & Co Ltd, Samsung C&T Corporation and Korea Gas Corporation – in respect of a US$875 million liquefied natural gas (LNG) terminal project located in Mexico. The first major project to be jointly sponsored by Japanese and Korean conglomerates in recent times, the transaction has now reached financial close. Under the project, KMS is constructing an LNG reception, storage, re-gasification and delivery terminal. Tokyo managing partner Aled Davies led the firm’s advisory team, which also involved lawyers from its New York, Singapore and Amsterdam offices.

Allens Arthur Robinson has acted for Yahoo!7, the joint venture between the Seven Media Group and Yahoo!, in respect of its acquisition of online travel information marketplace totaltravel.com, which is one of the largest travels sites in Australia. The transaction is the first acquisition for Yahoo!7, which is expected to establish a leadership position in the online travel market. Partners Jeremy Low and Ian McGill led the firm’ team in advising, which included the provision of regulatory advice. PFM Legal Pty Ltd acted for totaltravel.com.

Allens Arthur Robinson has also acted for the Australian Office of Financial Management regarding the launch of its first Treasury Indexed Bond deal since 2003. Announced on 29 September, the transaction comprises a new 3 percent 20 September 2025 syndicated Treasury Indexed Bond. The issue size is A$4 billion (approx US$3.6b) in face value terms, which excludes A$10 million (approx US$9m) that will be taken up by the Reserve Bank of Australia. Deutsche Bank AG, Sydney Branch, RBS Group (Australia) Pty Limited and UBS AG, Australia Branch were the joint lead managers for the issue. Partner David Clifford advised on the transaction, noting that the Commonwealth’s return to the debts market is an important development for the market.

Additionally, Allens Arthur Robinson has represented Rio Tinto in negotiations regarding its investment agreement with the Mongolian Government for its Oyu Tolgoi copper and gold project. Located in the South Gobi region of Mongolia, Oyu Tolgoi is the world’s largest undeveloped copper and gold resource. Following the signing of the investment agreement and the associated shareholders agreement with the Mongolian Government, Rio Tinto and Canada’s Ivanhoe Mines can now proceed with the project, with production expected to begin around 2013. Melbourne-based partner Igor Bogdanich was involved in advising.

Baker & McKenzie has acted as Hong Kong and US counsel to China South City Holdings Limited, a leading developer and operator of large-scale, integrated logistics and trade centres in the PRC, in respect of its global share offering. Valued at HK$3.15 billion (US$406m) before exercise of the over-allotment option, net proceeds from the offering will be used primarily for the development of the second stage of its Shenzhen trade centre and to develop projects in Nanchang and Nanning. Merrill Lynch International acted as the sole global coordinator and Merrill Lynch Far East Limited acted as the sole sponsor to the offering. Partners Elsa Chan and Brian Spires advised on the Hong Kong and US legal aspects respectively.

Baker & McKenzie has also advised Pioneer Global Group Limited (PGG), whose shares are listed on the Hong Kong Stock Exchange, in respect of its agreement to acquire (through a wholly-owned subsidiary) an 80-year leasehold interest in the 27-storey building “Club Lusitano”, from the seller Club Lusitano, an iconic organisation in Hong Kong established to support the Portuguese community. Completed on 24 September, the transaction involved a total consideration of HK$410 million payable in cash. The transaction is unique in Hong Kong as PGG only acquired the 80-year leasehold interest in the property, instead of purchasing the residue of the whole leasehold term of 999 years under the Government Lease. Real estate partner Ricky Yiu led the advisory team.

Chang, Pistilli & Simmons has acted for the APA Group which, as part of the Energy Infrastructure Investments consortium (EII), has acquired the 132.3MW Hallett 4 wind farm project from AGL Energy Limited (AGL). Currently under construction, the wind farm will utilise 63 Suzlon S88v3 turbines. The enterprise value of the wind farm project is A$459.5 million (approx US$414.4m). EII will fund all remaining development and construction costs under the agreement, whilst AGL will buy all the electricity and renewable energy certificates as well as operate and maintain the facility under long term arrangements. Jason Mendens led the firm’s advisory team, whilst the other EII consortium members – Japan’s Marubeni Corporation and Osaka Gas – were represented by Freehills. Mallesons Stephen Jacques advised EII and AGL Energy was advised by Gilbert + Tobin.

Clifford Chance has advised Sincere Watch Limited, one of Singapore’s oldest retailers and distributors of brand-name luxury watches with a network spanning the Asia Pacific region, on its acquisition by a consortium of investors. Partner Lee Taylor led the team in advising.

Clifford Chance has also acted as international counsel to Pfizer in respect of the company obtaining conditional clearance of its merger with Wyeth under China’s Anti-Monopoly Law. The clearance was issued by the Ministry of Commerce (MOFCOM) on 29 September 2009. The EU has already approved the deal and competition approval from the Chinese authorities was one of the key conditions of the merger agreement. Decisions are still awaited from the Australian, Canadian and US competition authorities. The firm’s team, which included Shanghai-based partner Emma Davies, worked closely with Pfizer’s domestic counsel on the clearance.

Davis Polk & Wardwell LLP has advised Shanda Games Limited (SG), a leading online game developer and operator in China, and its parent company, Nasdaq-listed Shanda Interactive Entertainment Limited (SIE), in connection with the IPO by SG of 83.5 million American Depositary Shares which represent 167 million Class A ordinary shares in the company. SIE acted as the selling shareholder for the IPO, which generated total proceeds of US$1.04 billion making it the largest US IPO since April 2008. Goldman Sachs (Asia) LLC and JP Morgan Securities Inc were the joint bookrunners for the offering, following which SIE holds 71.01 percent of the outstanding shares in SG and controls 96.08 percent of its voting rights. Hong Kong-based partner James C. Lin was one of the key lawyers advising on the transaction, whilst SG and SIE were advised on PRC law by Jade & Fountain PRC Lawyers.

Davis Polk & Wardwell LLP has also advised the joint bookrunners – Citigroup Global Markets Limited, Deutsche Bank AG, HK Branch and UBS AG, HK Branch – in connection with the US$197.5 million offering by Tatung Co Ltd (TC) of 50 million global depositary shares listed on the Luxembourg Stock Exchange. The offering by TC, a leading Taiwanese conglomerate with businesses spanning numerous industries including consumer electronics, home appliances, industrial motors, energy systems and real estate, represents 1 billion common shares. The firm’s advisory team included partner James C. Lin, whilst Lee & Li Attorneys-at-Law advised TC as to Taiwanese law.

In addition, Davis Polk & Wardwell LLP is advising China-based Tianwei New Energy (TNE), a leading supplier of solar power products, in connection with its proposed majority investment in Hawaii-based clean energy company Hoku Scientific Inc (Hoku). Under the terms of the definitive agreement, Hoku will issue more than 33.3 million shares of common stock to TNE together with warrants for an additional 10 million shares, in consideration for the cancellation of US$50 million in secured prepayments by TNE to Hoku under certain polysilicon supply agreements, and the provision by TNE of US$50 million in initial debt financing to Hoku for the continued construction of its polysilicon manufacturing facility in Idaho. Subject to the receipt of Chinese governmental approvals and other customary closing conditions, the transaction is expected to close in October 2009. Beijing-based partner Howard Zhang was one of the firm’s advisors on the transaction.

FJ & G de Saram, of Sri Lanka, has acted for Onyx Heavy Industries Company, a Sri Lankan-owned company in Sharjah (one of the emirates in the UAE), in respect of its acquisition of a 93.75 percent stake in Ceylon Heavy Industries Company Limited (CHICO) from Korean company Doosan Heavy Industries Limited. Completed on 29th September, the transaction was valued at US$12.5 million. CHICO was formally The Steel Corporation of Sri Lanka, and was privatised by the Sri Lankan Government by divesting shares in the company to Doosan in 1996.

Freshfields Bruckhaus Deringer has advised open joint stock company Vimpel-Communications (Vimpel) on its acquisition of a 78 percent stake in Millicom Lao Co Ltd (Millicom), a Lao mobile telecommunications company, for a consideration of approximately US$66 million. The deal values the company at US$102 million. The remaining 22 percent of Millicom is owned by the Government of the Lao Peoples’ Democratic Republic. Subject to the satisfaction or waiver of certain conditions, including the receipt of regulatory approvals, completion of the deal is expected by year end. Hong Kong TMT counsel Mark Parsons and corporate partner Grace Huang led the firm’s advisory team.

Fried, Frank, Harris, Shriver & Jacobson LLP has represented Credit Suisse and China Construction Bank International in connection with the global offering by Peak Sport Products Co Limited (Peak) of ordinary shares for aggregate proceeds of approximately US$220 million, in addition to the related listing of Peak’s ordinary shares on the Hong Kong Stock Exchange. The offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. Peak manufactures and sells sportswear in China and abroad, with an emphasis on basketball footwear brands. Corporate partners Joseph Lee and Joshua Wechsler led the firm’s team.

Jones Day has advised PT Bumi Resources Tbk (PT Bumi), the largest coal mining company in Indonesia, in respect of a six year US$1.9 billion loan from China Investment Corporation Limited (CIC), acting through a subsidiary. The net proceeds of the transaction, which closed on September 30, were used to refinance substantially all of PT Bumi’s existing indebtedness, to complete three acquisitions entered into in early 2009, and for working capital and capital expenditure purposes. Partners Brian Wesol and Herman Yip led the firm’s team.

KhattarWong has acted for Swing Media Technology Group Limited, a company that manufactures and supplies data storage media and other computer peripherals, in connection with its proposed placement of 75 million new ordinary shares. The estimated net proceeds from the placement, after deducting relevant expenses incurred, is expected to amount to S$3.95 million (approx US$2.8m). Partner Lawrence Wong led the firm’s advisory team.

Kim & Chang has advised Daifuku Co Ltd in respect of its purchase of 30 percent of the total shares of Clean Factomation Inc, a Korean manufacturer of automation facilities and work progress equipment for products such as semiconductors, from Daehong Technew Corp. The acquisition of the stake, completed on 25th September 2009, was valued at KRW 10.62 billion (approx US$9m). Y.H. Byun and C.W. Sohng were key partners to the transaction.

Kim Chang & Lee has advised 8 financial institutions, including Shinhan Bank, in relation to the project financing of the Formula-1 Track Construction and Operation Project. The financing is valued at KRW 198 billion. The closing of this transaction marks the first time a project finance transaction has involved a public sector participant in Korea. Soo-Chang Kim and Sang-Yup Byon were the lead lawyers on the deal.

Latham & Watkins has represented China Lilang Limited, a leading PRC menswear brand, in connection with its initial public offering of 300 million shares listed on the Hong Kong Stock Exchange, which included an international offering (144A/Reg S) of 150 million shares. Trading commenced on 25 September with the offering valued in total at HK$1.17 billion (approx US$150.9m). Merrill Lynch Far East Limited and HSBC were joint lead managers for the Hong Kong public offering, whilst Merrill Lynch International and HSBC were lead managers for the international offering. Hong Kong-based partner Eugene Lee led the firm’s advisory team.

Mallesons Stephen Jaques has acted for the 13 lead managers in respect of the Commonwealth Bank of Australia’s (CBA) hybrid issue – PERLS V. Originally intending to raise A$900 million, CBA is now looking to raise approximately A$1.5 billion (approx US$1.3b) via its issue of the perpetual exchangeable re-saleable listed securities (PERLS V), due to high retail interest. The transaction contains what is believed to be the largest number of joint lead managers engaged on an Australian equity capital offer. The lead managers are: CommSec; Macquarie Capital Advisers; ANZ Securities; Citi; Credit Suisse; Deutsche Bank; Goldman Sachs JBWere; JP Morgan; Morgan Stanley; National Australia Bank; The Royal Bank of Scotland; UB AG; and Westpac Banking Corporation. Jonathan Hamer was lead partner on the transaction.

Maples and Calder has acted as the Cayman Islands legal adviser to China Resources Cement Holdings Limited in connection with its global offering of shares to raise HK$6.3 billion (US$807.7m). The company was listed on the Hong Kong Stock Exchange on 6 October 2009. The firm’s team was led by partner Greg Knowles, whilst Freshfields Bruckhaus Deringer acted as the company’s Hong Kong and US counsel and Concord & Partners as its PRC counsel. Credit Suisse (Hong Kong) Limited and Morgan Stanley Asia Limited were joint global coordinators, joint bookrunners, joint sponsors and joint lead manager, with Clifford Chance and King & Wood assuming advisory roles in respect of same.

Minter Ellison has advised Campbell Brothers Limited in connection with its launch of a fully underwritten 1-for-6 renounceable rights issue to raise approximately A$196.6 million (approx US$177.4m), led by partner Gary Goldman. Led by partner Shannon Finch, Mallesons Stephen Jaques advised JP Morgan and RBS Morgans as underwriters on the issuance, which has bucked the recent trend towards accelerated non-renounceable offers. Structured instead as a traditional-style renounceable rights issue with rights trading on the stock exchange, the raising was designed to ensure maximum value for shareholders regardless of whether they take up their entitlement. The raising was accompanied by an announcement of a proposed conditional cash offer by the company for all the issued ordinary shares in PearlStreet Limited.

Paul, Hastings, Janofsky & Walker has advised Glorious Property Holdings Limited (GPH), a leading PRC property developer based in Shanghai, on its IPO valued at HK$9.9 billion (approxUS$1.28b). JP Morgan and Deutsche Bank are joint sponsors of the deal, which represents the largest Hong Kong IPO of a property company since 2007, and joint global coordinators, joint bookrunners and joint lead managers in conjunction with UBS. Capital markets partner Raymond Li led the firm’s advisory team, which included partners Sammy Li, David Grimm and Chau Ho.

Paul, Hastings, Janofsky & Walker has also advised on the following two recent top-up placement transactions in Hong Kong, led by Hong Kong capital markets partners Sammy Li and Phoebus Chu and US capital markets partners Neil Torpey and David Grimm:
• Firstly, the firm has advised Hong Kong-listed China Everbright International Limited, which focuses on environmental protection infrastructure investments in Greater China, on its HK$1.45 billion (approx US$186m) top-up placement. Nomura International (Hong Kong) Limited acted as the sole bookrunner on the transaction.
• Secondly, the firm has advised joint bookrunners Citigroup and Macquarie Group in connection with the HK$1 billion (approx US$130m) top-up placement by Real Gold Mining Limited, a Chinese gold mining company listed on the Hong Kong Stock Exchange.

Slaughter and May is advising Alibaba.com Limited (Alibaba), the global leader in business-to-business (B2B) e-commerce, in relation to its conditional acquisition of up to a 99.67 percent interest in China Civilink (Cayman) (CCC), a leading provider of internet infrastructure services in China. Valued at approximately US$79 billion, Alibaba is to purchase the stake from CCC’s controlling shareholder, SYNNEX Corporation, and various other founders of CCC. The company has also concurrently entered into a shareholders’ agreement with the remaining founders of CCC, under which it will provide them with various incentives including a put option and performance linked earn-in shares arrangements. Hong Kong-based partner Benita Yu led the firm’s team.

Slaughter and May has also advised Bojie Oriental Media Holding Co Limited (Bojie), the leading advertising agent for the PRC’s largest national television network CCTV-6 and agent for television and film advertisement time, in relation to the restructuring of an equity investment in the company by a private equity investor involving US$60 million. Partner Benita Yu was again involved.

Additionally, Slaughter and May has advised GS Capital Partners VI Fund LP, an affiliate of The Goldman Sachs Group Inc, in relation to its subscription for HK$1.897 billion (US$243m) convertible bonds due 2014 and warrants to subscribe for ordinary shares in the share capital of Geely Automobile Holdings Limited, one of the largest car manufacturers in the PRC. Announced on 23 September, the deal is expected to be completed in the fourth quarter of 2009. Partner Neil Hyman advised.

Stamford Law Corporation has represented Cecil Pte Ltd and eCecil Pte Ltd in respect of the purchases from Aviva Ltd of the Aviva Building and Cecil House (both on Cecil Street), which are located in the Central Business District of Singapore. The purchased were completed on 30th Sep 2009 for an aggregate of S$101 million (US$69m). Director Yap Wai Ming led the transaction

Stamford Law Corporation has also acted as Singapore counsel to Lehman Brothers Special Finance Inc, the Swap Counterparty for the Lehman Minibonds (Minibonds), in respect of its recent settlement with the receivers in charge of unwinding the structured notes. The settlement, which took effect from 29th Sep 2009 and involved eight law firms across four legal jurisdictions (Singapore, the US, the UK and the Cayman Islands), is expected to facilitate quicker recovery and settlement of Minibonds’ preferred creditors’ claims, and thereby enable Minibond investors to recover some money earlier instead of engaging in a costly and lengthy litigation process in which recovery of money is uncertain. Director Lean Min-tze led the firm’s advisory team.

Finally, Stamford Law Corporation has acted for a Mapletree Group entity in respect of the US$150 million syndicated term loan and revolving credit facility granted to it by the mandated lead arrangers and lenders, being the Singapore branches of The Bank of Tokyo-Mitsubishi UFJ Ltd (BOT-M), the Bank of China Limited and Chinatrust Commercial Bank Co Ltd. BOT-M also acted as the facility agent for the loan. The Mapletree Group is a leading real estate company with presence across Singapore, China, Hong Kong, India, Japan, Malaysia and Vietnam, and owns S$6.2 billion (US$4.3b) of real estate assets. Directors Susan Kong and Marilyn Goh led the transaction.

WongPartnership LLP is acting for CapitaLand Limited, Singapore’s largest property group, and its subsidiary CapitaLand Retail Limited (to be renamed CapitaMalls Asia Limited) (CMA) in relation to the proposed offering and listing of shares in CMA on the Main Board of the Singapore Exchange Securities Trading Limited. As one of Asia’s largest listed “pure play” shopping mall businesses by property value and geography, CMA will have an interest in and manage a Pan-Asian portfolio of 86 retail properties. Managing partner Dilhan Pillay Sandrasegara and partners Rachel Eng, Raymond Tong, Long Chee Shan, Karen Wee, Christy Lim, Lam Chun Nian and Monica Yip are advising on different aspects of the transaction.

WongPartnership LLP is also acting as Singapore counsel to PRC sovereign wealth fund China Investment Corporation (CIC) in relation to its acquisition of a 14.96 percent stake in Noble Group Limited (Noble) by way of subscription of 438 million newly issued shares and the purchase of 135 million shares in Noble from Noble Temple Trading Inc. Partners Dilhan Pillay Sandrasegara, Gerry Gan, Linda Wee and Miao Miao are advising on the transaction, which is valued at approximately US$850 million

Additionally, WongPartnership LLP has acted for China New Town Development Company Limited (CNTD) in respect of the re-purchase of an aggregate of RMB 593 million in principal amount of senior notes. The re-purchase included a cash payment for an aggregate amount of over RMB 229 million, and the issue and allotment of more than 229 million new shares, to the noteholders. CNTD issued up to approximately 293.7 million new ordinary shares in the capital of the company to fund the cash payment, in addition to issuing 2 percent convertible bonds in aggregate principal amount of up to RMB 300 million due 2016. Partners Raymond Tong, Chong Hong Chiang, Hui Choon Yuen and Winston Wong led the transaction.

Finally, WongPartnership LLP has also advised on the following two placement deals, with partner Raymond Tong advising on both:
• The firm has acted for DMX Technologies Group Limited (DMX) in relation to its proposed allotment and issue of over 588 million new shares to Japan’s second-largest telecom operator, KDDI Corporation, to raise proceeds of approximately S$188.41 million (approx US$135.3m).
• The firm has also acted for Sinomem Technology Limited regarding its placement of 50 million new shares, to raise gross proceeds of approximately S$31 million (approx US$22.2m). Partner Chong Hong Chiang was also involved.