Deals – 8 September 2011

Allen & Gledhill has also advised Mapletree Industrial Trust Management Ltd (MITML), as manager of Mapletree Industrial Trust (MIT), in respect of an equity fund raising comprising of a private placement and a preferential offering to raise gross proceeds of approximately S$176.9 million (US$146.3m). The gross proceeds will be used to partially finance the acquisition of 11 properties in five property clusters, with an acquisition price of S$400.3 million (US$331m). Partners Jerry Koh and Chua Bor Jern led the transaction.

Baker & McKenzie is advising the shareholders of Manassen Foods, including CHAMP Private Equity and Roy Manassen, in respect of the proposed sale of Manassen Foods to China’s Bright Food Group. Manassen Foods is Australia’s leading independent grocery importer and a one-stop-shop solution for brand owners. Bright Food Group is a key player in China’s food industry; it is China’s third-largest dairy company and the eighth-largest packaged-food maker by sales. Partners Simon De Young and Mark McNamara led the transaction.

Baker & McKenzie has also advised Cellestis Ltd in respect of the A$363 million (US$384m) acquisition of Cellestis by global technology company QIAGEN NV by way of scheme of arrangement which was implemented on 29 August 2011. Cellestis Ltd is an Australian biotechnology company which has developed and commercialised a leading test for diagnosing tuberculosis worldwide. QIAGEN is a global provider of sample and assay technologies for research in molecular diagnostics, applied testing, pharmaceuticals and academic research. Partner Simon De Young led the transaction. Freehills advised QIAGEN.

Clayton Utz has advised SEA6 Ltd in respect of SEA6’s and Headland Capital Partners’ A$144 million (US$152.3m) acquisition of a 27 percent stake in Miclyn Express Offshore Ltd. Karen Evans-Cullen led the transaction.

Clayton Utz has also advised coal explorer Tigers Realm Coal as issuer in respect of its A$37.5 million (US$39.7m) IPO and listing on the ASX. Tigers Realm Coal, which is part of the Tigers Realm Minerals resources group, is focused on developing the Amaam coking coal project in Far Eastern Russia and the Landazuri coking coal project in Colombia, South America. It listed with a market capitalisation of approximately A$182 million (US$193m). Partner Charles Rosedale led the transaction.

CMS Hasche Sigle has advised ECM Equity Capital Management in respect of its sale of logistics services provider IN tIME to Barclays Private Equity through a secondary buyout. A number of conditions need to be met for the purchase agreement to become effective, such as approval by the relevant competition authorities. Dr Martin Bell and Dr Markus Rasner led the transaction.

Khaitan & Co has advised Xpro India Ltd in respect of the sale of its thermosets division for US$16.3 million to SI Group India by way of a slump sale. The division is based at Ranjangaon in Maharashtra in western India and has a manufacturing site that makes industrial resins and molding powders. Xpro India Ltd, part of the Birla Group, is a diversified multi-divisional, multi–location company with a strong commitment to the polymer processing industry. Partner Bharat Anand advised on the transaction.

Khaitan & Co has also advised Gujarat Fluorochemicals Ltd (GFL) in respect of a framework agreement with Meturis SARL Morocco and a subscription and shareholders agreement with Global Mines SARL and Meturis SARL of Morocco for setting up a joint venture company in Morocco for exploration, development and mining of floursapar ore. GFL is a part of the US$2 billion INOX Group of Companies. Its business areas include refrigerants, chemicals, ptfe, carbon credits, entertainment and renewable energy. Partner Sharad Vaid advised on the transaction.

Mori Hamada & Matsumoto is advising Unicharm Corporation, a listed Japan based personal care products manufacturer and retailer, in respect of its agreement to acquire for US$128 million Diana Joint Stock Company (Diana), the Vietnam based company engaged in producing towels, diapers, paper, and cosmetic products. Diana reported revenues of VND1020 billion and net assets of NVD380 billion. The transaction enables Unicharm to speed up its business in Vietnam. The transaction is expected to close on November 2011. Partner Yoshio Iteya is leading the transaction.

Mori Hamada & Matsumoto is advising Softbank Corporation (Softbank) and its SPCs in respect of the issuance of preferred securities by its subsidiary, SFJ Capital Ltd (SFJ). On 29 August 2011, Softbank resolved to raise JPY200 billion (US$2.6b) through the preferred (restricted voting) securities issued by SFJ. Last December 2010, Softbank acquired the class 1 preferred stock and stock acquisition rights issued by BB MOBILE Corp to Vodafone International Holdings BV and a subordinated loan by SOFTBANK MOBILE Corp from Vodafone Overseas Finance Ltd. Out of the total acquisition amount of JPY 412.5 billion (US$5.3b), the unpaid amount JPY 200 billion will become due in April 2012. Softbank will borrow the JPY 200 billion (US$2.6b) procured by SFJ through the issuance of the preferred securities from Galilei Japan KK, a consolidated subsidiary of Softbank. Partners Toru Ishiguro and Katsumasa Suzuki are leading the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison is advising KKR in respect of the agreement entered into among KKR China Growth Fund LP (a China focused investment fund managed by KKR), Sino-Ocean Land Holdings Ltd (a property developer in China) and its subsidiary Gemini Investments (Holdings) Ltd to establish an investment platform to capitalize on the long-term potential in China’s real estate market. Partners Jack Lange, Mitchell Berg and Yvonne Chan are leading the transaction.

Stephenson Harwood has advised Singapore Airlines in respect of a spare engine sale and leaseback transaction with GE Capital Aviation Services (Engine Leasing). The deal represents Singapore Airlines’ first long-term spare engine leasing transaction and it is GECAS’ inaugural transaction with the flag carrier. The transaction involved four GE90 engines valued between US$80 million and US$100 million. Negotiations were held in Singapore, with the closing of the deal and delivery of each engine on-wing required to take place on the ground at Singapore’s Changi Airport. Partner Asheesh Das led the transaction.

WongPartnership has acted for Mapletree Industrial Trust Management Ltd, as manager of Mapletree Industrial Trust (MIT), in respect of the establishment of a S$1 billion (US$827.2m) multicurrency medium term note programme by Mapletree Industrial Trust Treasury Company Pte Ltd guaranteed by DBS Trustee Ltd (in its capacity as trustee of MIT). Partner Colin Ong acted on the matter.

WongPartnership has also acted for Guangzhou Knowledge City Joint Venture Company, a JV formed between Singbridge International Singapore Pte Ltd and Guangzhou Development District, in their joint venture with Ascendas Pte Ltd to jointly develop an integrated business park in Guangzhou Knowledge City. The 30–hectare business park will be developed in phases over 10 years at a total cost of RMB2.3 billion (US$360m). Partner Joseph He acted on the matter.