Deals – 9 February 2012

Allen & Gledhill has advised Cambridge Industrial Trust in respect of the completion of its acquisition from several vendors of JTC Corporation industrial properties with sale and leaseback features within the industrial enclaves of Tuas and Gul Street and two built-to-suit projects in the aerospace enclave of Seletar Aerospace Park and in Tuas. Partner Chew Mei Choo led the transaction which was valued at approximately S$101 million (US$81m).

AZB & Partners has advised Ronnie Screwvala & Unilazer, as promoters of UTV, in respect of the delisting announcement of UTV and the buy-out of 20 per cent stake of the promoters of UTV by the Walt Disney Company (Southeast Asia) Pte Ltd for approximately US$160 million. Partner Shuva Mandal led the transaction which was signed on 25 July 2011 and completed on 2 February 2012.

AZB & Partners has also advised Binani Industries Ltd (BIL) in respect of its acquisition of 100 per cent shareholding of Project Bird Holding Sàrl from Project Bird GP ULC SCS (ultimately held by Platinum Equity-Sellers) by Glass Fibre Holdings I Sàrl, a 100 per cent subsidiary of BIL. Partner Shameek Chaudhuri led the transaction which was valued at approximately US$ 360 million and closed on 1 February 2012.

Baker & McKenzie has represented Gibson Guitar Corp, the legendary maker of guitars and premier audio equipment, in respect of executing a strategic alliance with Onkyo Corporation, a worldwide leader in consumer audio. Through this venture, Gibson became the second largest shareholder in Onkyo and acquired a majority of Onkyo USA, Onkyo’s exclusive distributor for North America and a distributor for Central and South America. Gibson made a strategic investment in the companies, and Gibson Chairman and CEO Henry Juszkiewicz will be given a position on the Onkyo board of directors. Likewise, Onkyo invested in Gibson, and CEO and President Munenori Otsuki took a position on the company’s Board of Directors. The deal was announced on 4 January 2012 and closed on 20 January 2012. All agreements are subject to Japanese regulatory clearance, negotiation of definitive agreements and financing approvals of lenders. Partners Alexander R Jampel, Hitoshi Sumiya, Emery D Mitchell and Tiffany J Rose led the transaction.

Clayton Utz has advised Norwegian-based chemical company Yara International ASA (Yara) in respect of a landmark deal that will see the company significantly expand its interests in Western Australia’s booming Pilbara mining region. Under the deal signed on 1 February 2012, Yara will become the majority owner of Burrup Holdings Ltd (BHL) by increasing its stake in BHL from 35 to 51 per cent for US$143 million. Yara will also become joint owner of BHL subsidiary Burrup Fertilisers Pty Ltd (to be renamed Yara Burrup) together with oil and gas producer and explorer Apache Energy Ltd (Apache Energy), which has acquired the remaining 49 per cent interest in BHL for approximately US$439 million. Partner Rod Lyle and Scott Crabb led the transaction.

Freshfields Bruckhaus Deringer has advised Shui On Land Ltd, an HKSE-listed leading property developer, in respect of its international offering of S$250million (US$200.5m) in Singapore Dollar-denominated notes to institutional investors in Asia. The notes are issued by Shui On Development (Singapore) Pte Ltd, an indirect wholly owned subsidiary of Shui On Land Ltd. Partners Calvin Lai and Andrew Heathcote led the transaction.

Freshfields Bruckhaus Deringer has also advised Yum! Brands Inc, a US-based fast food company and owner of KFC, Pizza Hut and Taco Bell chains, in respect of its US$570 million acquisition of Little Sheep Group Ltd, an HKSE-listed Mongolian hot-pot restaurant operator. The privatization scheme was approved by shareholders in January and took effect on 1 February 2012, having been sanctioned by the Grand Court in Cayman Islands. Partner Robert Ashworth led the transaction.

Gide Loyrette Nouel’s Moscow office has advised Russian dairy company Rusmolco in respect of a major investment project with Singapore company Olam International, one of the world leaders in the production and delivery of agricultural products and ingredients. The project involves Olam investing in the share capital of Rusmolco, with investments projected to reach about US$400 million before 2015 to be used for forming a herd of 20,000 and increasing the farmland area to 106,000 hectares. During the following three or four years, it is planned to double the production volume by increasing the herd to 50,000 and the farmland to 130,000 hectares. Partner Boris Arkhipov led the transaction which was signed on 30 January 2012.

Herbert Smith is advising Sinopec International Petroleum Exploration & Production Corporation (SIPC) in respect of the subscription through its subsidiary for additional shares in Australia Pacific LNG Pty Ltd for a net consideration of approximately US$1.1 billion, which on completion will raise Sinopec’s ownership interest from 15 per cent to 25 per cent. ConocoPhillips’ and Origin Energy’s respective ownership interests will be reduced to 37.5 per cent. The subscription agreement was signed and announced on 20 January 2012 and is subject to approvals by the Chinese Government and the Foreign Investment Review Board in Australia, and on Australia Pacific LNG reaching a final investment decision on the second train. Partner Anna Howell is leading the transaction whilst Blake Dawson acted as Australian counsel. Australia Pacific LNG Pty Ltd was advised by Clayton Utz.

Hogan Lovells has advised ExxonMobil Corp, one of the largest publicly traded companies by global market capitalization, in respect of its sale of its Japanese subsidiary to TonenGeneral Sekiyu, a major refinery operator in Japan, for approximately US$3.9 billion. The transaction is expected to close by June 2012. Under the terms of the deal, ExxonMobil will sell a 99 per cent stake in the subsidiary, called ExxonMobil Yugen Kaisha, to TonenGeneral Sekiyu as part of a restructuring of the multinational oil and gas corporation’s interest in TonenGeneral, Japan’s second-largest refiner. Partners Waajid Siddiqui, Warren Gorrell and Elizabeth Donley led the transaction in collaboration with Tokyo law firm Nakashima Ohno & Tsunematsu.

HopgoodGanim has advised ASX-listed mining company CuDeco in respect of the placement of ordinary shares to two UK fund managers, raising A$32 million (US$34.5m) before costs. CuDeco will use the funds to complete the acquisition of a processing plant and undertake mine development at CuDeco’s Rocklands Group Copper Project in north-west Queensland. Partner Brian Moller led the transaction.

Khaitan & Co has advised Oberoi Hotels Private Ltd in respect of the sale of 6.84 per cent stake in Soaltee Hotel Ltd, Nepal to Sibkrim Land and Industrial Company Private Ltd. Oberoi Hotels is part of the Oberoi group and is involved in the hospitality business. Partner Bharat Anand led the transaction.

Khaitan & Co has also advised Springer Science + Business Media in respect of the Indian leg of its acquisition of Wolters Kluwer’s pharmaceutical and healthcare related marketing and publishing services business. Springer is a global publishing company which publishes books, e-books and peer-reviewed journals in science, technical and medical publishing. Springer also hosts a number of scientific databases. Partner Rabindra Jhunjhunwala led the transaction.

Kim & Chang has represented Sony Corporation in respect of the completion on 19 January 2012 of the sale of its shares of S-LCD Corporation, representing a 50 per cent stake, to Samsung Electronics Co Ltd. The total value of the deal was approximately KRW1 trillion (US$895.5m). Partners Young-Hoon Byun and Jae-Hoon Cheong led the transaction.

Latham & Watkins has advised energy and infrastructure company PT Dian Swastatika Sentosa Tbk (DSS) in respect of the proposed sale of its 67 per cent stake in Indonesian Stock Exchange listed company PT Golden Energy Mines Tbk (GEM) to SGX listed United Fiber System Ltd (UFS) for S$1.55 billion (US$1.24b). UFS will issue new shares as consideration for the proposed acquisition, resulting in DSS acquiring 92.8 per cent of UFS’s enlarged share capital (without taking into account certain other share issuances contemplated) if the proposed acquisition is completed. The proposed acquisition, if completed, will result in the reverse takeover of UFS by DSS, and is subject to definitive documentation and regulatory approvals. Partner Sin Chei Liang led the transaction.

Paul Hastings has advised Petron Corporation (Petron), the largest integrated oil refining and marketing company in the Philippines, and Petron Corporation Employees’ Retirement Plan (PCERP) in respect of the US$176 million international placement of Petron shares by PCERP on 18 January 2012. Credit Suisse, UBS and Standard Chartered were the placement agents for the transaction. Partners Patricia Tan Openshaw and Steven D Winegar led the transaction.

Rajah & Tann is advising SGX ST listed Eu Yan Sang International Ltd in respect of its approximately S$6.7 million (US$5.4m) conditional selective acquisition of business assets and undertakings from Healthzone Ltd, a distributor, retailer, franchise retailer and brand owner of health, beauty and natural health products, with franchise retail networks in Australia. Partner Danny Lim is leading the transaction which was announced on 3 February 2012 and is yet to be completed, pending fulfillment of condition precedent.

Stamford Law Corporation is advising SGX-ST listed Centillion Environment and Recycling Ltd in respect of its proposed rights issue of shares with detachable warrants, raising up to approximately S$25 million (US$20m). Partner Bernard Lui is leading the transaction.

Stamford Law Corporation is also advising SGX-ST listed PSL Holdings Ltd in respect of the proposed divestment of its subsidiary, Antar Cranes Services Pte Ltd, for approximately S$19 million (US$15.2m). Antar is the crane leasing arm of the PSL Group. The firm is also actively involved with the structuring of the proposed divestment which involves a reorganisation of Antar’s balance sheet prior to the divestment. Partner Soh Chun Bin is leading the transaction.

Sullivan & Cromwell is representing Versa Capital Management Inc (Versa) in respect of its agreement to be stalking horse bidder in United Retail Group’s (URG) bankruptcy case, announced 1 February 2012. URG, owner of the Avenue brand of women’s fashion apparel and a subsidiary of Redcats USA, voluntarily initiated bankruptcy proceedings in the US and is pursuing a sale process under Section 363 of the Bankruptcy Code. In conjunction with the filing, URG entered into an asset purchase agreement with an entity controlled by Versa, which it intends to submit to the Court to serve as the “stalking horse” bid for a Court-supervised auction of the business. Partners Alexandra D Korry, Marc Trevino, Ronald Creamer Jr and Hydee Feldstein are leading the transaction. Kirkland & Ellis is advising United Retail Group.

Watson, Farley & Williams’ Singapore office has represented Apache Energy Ltd (Apache) in respect of its acquisition of a floating production, storage and offloading (FPSO) facility in the Van Gogh Field, offshore North West Australia. The Van Gogh Field is currently operated by joint venture partners Apache and INPEX Corporation. The FPSO facility, named the Ningaloo Vision, can process 150,000 barrels of liquids per day and has a total storage capacity of 540,000 barrels of oil. From 2007 the facility was chartered to Apache by its owner-operators, Prosafe Production Services Pte Ltd (Prosafe). In 2010 the Ningaloo Vision was taken over by BW Offshore (BWO) as part of a merger with Prosafe. The Ningaloo Vision has now been purchased by Apache on an “as is, where is” basis for US$185 million. Before final handover, the FPSO facility will continue to be operated by BWO for up to six months on a “cost-plus” basis. Dan Thompson led the transaction.

Watson, Farley & Williams has also advised a syndicate of banks led by BNP Paribas as global coordinator, lease arranger and facility agent, in respect of the arrangement of a US$160 million Japanese operating lease with call option (Jolco) for one Boeing 777-300ER for Air New Zealand. The transaction is denominated in Japanese yen. The syndicate of banks comprised BNP Paribas as global coordinator, lease arranger and facility agent, Australia and New Zealand Bank (ANZ) as security trustee, ANZ, BNP Paribas, The Bank of Tokyo Mistubishi UFJ and Development Bank of Japan as co-debt arrangers. Partners Mehraab Nazir and Siva Subramaniam led the transaction.

WongPartnership has acted for CapitaMalls Asia Treasury, a wholly-owned subsidiary of CapitaMalls Asia Ltd, as issuer of S$400 million (US$321m) in aggregate principal amount of callable step-up bonds due 2022, subject to an increase to a maximum issue size of S$400 million (US$321m) in aggregate principal amount of callable step-up bonds due 2022. The sole bookrunner and lead manager of the offer is DBS Bank Ltd. Partner Hui Choon Yuen acted on the matter.

WongPartnership has also acted for Nitro Capital Ltd, a wholly-owned subsidiary of Primavera Capital (Cayman) Fund I LP (a China-focused private equity fund) in respect of its acquisition of an interest in China XLX Fertiliser Ltd (China XLX) through China XLX’s issue of bonds convertible into China XLX’s ordinary shares of an aggregate principal amount of approximately RMB324 million (US$51.4m). Partners Andrew Ang, Lim Hon Yi and Goh Gin Nee acted on the matter.