Deals – 9 May 2013

Allen & Gledhill has also advised Australia and New Zealand Banking Group Ltd, Malayan Banking Berhad Singapore Branch, United Overseas Bank Ltd, Chinatrust Commercial Bank Co Ltd Singapore Branch and Bank of East Asia Ltd in respect of a facility agreement for a term loan of S$680 million (US$553.7m) to AREIF (Singapore I) Pte Ltd, a company which owns the property known as TripleOne Somerset. The proceeds were used to refinance AREIF (Singapore I) Pte Ltd’s S$575 million (US$468.2m) term loan facility and S$105 million (US$85.5m) junior secured fixed rate bonds due 2013. The Trust Company (Asia) Ltd was the facility agent and security trustee in relation to the facility. Partners Jafe Ng and Daselin Ang acted for the arrangers and the original lenders whilst partner Magdalene Leong acted for The Trust Company (Asia) Ltd.

AZB & Partners has advised Thomas Cook (India) Ltd, ICIC Securities Ltd and India Infoline Ltd in respect of the institutional placement programme of approximately 31.25 million equity shares of face value 1 each of Thomas Cook (India) Ltd, at clearing prices, with a right, exercisable by the company in consultation with the book running lead managers, to allot up to approximately 3.12 million additional equity shares, in case of over subscription at clearing prices, under chapter VIII-A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended. Partners Ashwin Ramanathan and Varoon Chandra led the transaction which was filed on 24 April 2013.

AZB & Partners has also advised Tata Sons Ltd in respect of its acquisition of 30 percent in Air Asia India Pvt Ltd for the purpose of carrying on the business of providing low cost scheduled passenger airline services. AirAsia (India) Private Ltd is a joint venture among AirAsia Berhad, AirAsia Investment Ltd, Tata Sons Ltd and Telestra Tradeplace Private Ltd. Partner Shuva Mandal led the transaction which was valued at approximately US$9 million and was completed on 18 April 2013.

Baker & McKenzie is advising Tian Ping Auto Insurance Company Ltd, the leading property and casualty insurance company in China, in respect of its strategic alliance with AXA, as part of which AXA will acquire a 50 percent stake in Tian Ping for a total consideration of €485 million (US$638.15m). Under the terms of the agreements and subject to regulatory approval, AXA will buy 24.4 percent of the company from Tian Ping’s current shareholders for RMB1.9 billion (US$309.4m) and subscribe to a dedicated capital increase for RMB2 billion (US$325.7m) to support future growth. Tian Ping’s current shareholders and AXA will jointly control Tian Ping. AXA’s existing Chinese P&C operations are expected to be merged and absorbed into the new joint-venture. Partner Martin Tam is leading the transaction. AXA is represented by Sullivan & Cromwell.

Clifford Chance has advised Australia’s Griffin Coal, a unit of India’s Lanco Infratech Ltd, in respect of the A$7.5 million (US$7.68m) settlement of a claim by Perdaman Chemicals that originally sought compensation of A$3.5 billion (US$3.58b). Perdaman filed the lawsuit against Lanco in 2011 in the Supreme Court of Western Australia, seeking compensation for breach of a coal supply agreement. As part of the settlement, Lanco has agreed to pay Perdaman A$7.5 million (US$7.68m) plus legal costs without admission of any of the allegations made by Perdaman. Partner Ben Luscombe led the transaction.

Clifford Chance has also advised SGX-listed Noble Group Ltd, Asia’s largest diversified commodities trading company, in respect of the issuance of 3.55 percent β2.85 billion (US$97.16m) guaranteed bonds due 2016. This is the first ever bond issuance utilising the Credit Guarantee and Investment Facility (CGIF) established by the Asian Development Bank (ADB), the Association of Southeast Asian Nations (ASEAN) members, China, Japan and Korea (ASEAN+3). The CGIF was established as a trust fund of ADB with the aim of developing and strengthening local currency and regional bond markets in the ASEAN region through providing a guarantee facility as a credit enhancement for corporate bonds issued in local currencies by ASEAN+3-domiciled corporations. This is the first time that Noble Group has tapped into the Thai baht bond market and CGIF’s guarantee has enabled the company to diversify its funding sources. Counsel Doungporn Prasertsomsuk led the transaction.

Davis Polk has advised Barclays Capital Inc and Morgan Stanley & Co LLC as initial purchasers in respect of the offering by QBE Insurance Group Ltd of US$600 million of its 2.4 percent senior notes due 2018 pursuant to Rule 144A and Regulation S. QBE Insurance is an international general insurance and reinsurance group, underwriting commercial and personal lines business in 48 countries around the world. Partners Eugene C Gregor and John D Paton led the transaction. QBE Insurance was advised by Skadden, Arps, Slate, Meagher and Flom Sydney as to US law and Allens as to Australian law.

Davis Polk has also advised Deutsche Bank AG Singapore Branch and Morgan Stanley & Co International plc as initial purchasers in respect of a US$350 million Rule 144A/Regulation S offering by China Oil and Gas Group Ltd of its 5.25 percent senior notes due 2018. HKSE-listed China Oil and Gas Group Ltd is a national piped gas operator in China focused on providing natural gas to end customers through the operation of its own natural gas branch pipelines and city-gas distribution networks. It also operates liquefied natural gas processing plants, transports and distributes liquefied natural gas and compressed natural gas, builds and operates vehicle refueling stations and designs and constructs natural gas pipelines. Partners William F Barron and John D Paton led the transaction whilst King & Wood Mallesons advised as to PRC law. The issuer was advised by Sidley Austin as to US and Hong Kong law, Jingtian & Gongcheng as to PRC law and Appleby as to Bermuda and British Virgin Islands law.

Herbert Smith Freehills has advised China National Offshore Oil Corporation (CNOOC) in respect of the acquisition of additional interests in the Queensland Curtis LNG project Australia (QCLNG) and new exploration acreage in the Bowen Basin, and in respect of the purchase of increased volumes of liquid natural gas (LNG). Under the deal, BG Group will supply CNOOC with a further five million tonnes per annum (mtpa) of LNG for 20 years beginning in 2015, sourced from the group’s global portfolio. Also, CNOOC will purchase interests in the Surat and Bowen Basin coal seam gas tenements and related infrastructure and a further equity stake in the QCLNG project Train 1 liquefaction facility for A$1.93 billion (US$1.98b). Completion of these acquisitions is expected to occur by the end of the year. The deal sees CNOOC take a 25 percent interest in the upstream (currently only 5 percent in some of the fields) and increase its stake from 10 percent to 50 percent in the midstream. Partners Anna Howell and Stuart Barrymore led the transaction which was signed on 6 May 2013. King & Wood Mallesons advised QGC.

Hogan Lovells has advised Mashreqbank and a syndicate of Islamic and conventional banks in respect of a AED2 billion (US$545m) Islamic and conventional facility made available to GEMS Education, one of the UAE’s leading education providers. Abu Dhabi Islamic Bank, Dubai Islamic Bank, Mashreqbank and Noor Islamic Bank have acted as arrangers and book-runners for the financing, with United Arab Bank as a participant bank. The facility has a tenor of six years and includes conventional, two Murabaha and a Musharaka tranche. The proceeds will be applied primarily towards the refinancing of GEMS’ investment in the development of schools over the last three years but will also provide additional funds for investment in new schools in the UAE and wider MENA region. Partner Rustum Shah led the transaction. GEMS Education was advised by Allen & Overy.

Hogan Lovells has also advised Saint Laurent (YSL) in respect of the acquisition of a stake in its Gulf business through a joint venture with Al Tayer Group, one of Dubai’s leading business groups. YSL has been operating in the UAE for almost a decade as part of a franchise arrangement with Al Tayer Insignia, the largest luxury retailer in the Middle East. YSL acquired a significant interest in a joint venture company, into which the YSL franchise business in the UAE has been transferred. This was a significant transaction for YSL that cements its position in the UAE retail market. Partner Imtiaz Shah spearheaded the transaction.

J Sagar Associates has advised Jayant Agro-Organics Ltd in respect of its joint venture with French major Arkema Asie SAS, pursuant to which Arkema will acquire 25 percent stake in Jayant Agro’s subsidiary Ihsedu Agrochem Private Ltd. Jayant Agro is a leading manufacturer of castor oil and various castor based derivatives. Arkema is a leading French company engaged in the manufacture of industrial chemicals and uses castor oil to manufacture specialty monomers and polymers. Partner Varghese Thomas led the transaction.

J Sagar Associates has also represented State Bank of India as the monitoring institution and other banks, consisting of State Bank of India, Axis Bank Ltd, Canara Bank, Central Bank of India, Bank of Baroda, IDBI Bank Ltd, State Bank of Patiala, Exim Bank and Dena Bank, in respect of the corporate debt restructuring of the INR848.3 crores (US$157m) debt of Pratibha Syntex Ltd, a company engaged in the business of cotton and cotton blended yarn, fabric (knitting and dying) and garment manufacturing. Partners Dina Wadia and Divyanshu Pandey led the transaction.

Jones Day has represented Tata Technologies Inc (TTUS), a US subsidiary of Tata Technologies Ltd, in respect of its leveraged acquisition through a reverse triangular merger of Cambric Holdings Inc, a US-based end-to-end engineering services firm active in heavy-engineering, off-highway and automotive products. Headquartered in Salt Lake City, Utah, the Cambric Group has substantial operations in Romania, and staff in multiple US and European jurisdictions. Partners Dennis Barsky and Sushma Jobanputra led the transaction which was completed on 1 May 2013.

Jones Day has also represented Tata Technologies Inc in respect of the financing of the acquisition of Cambric Holdings Inc by Tata Technologies SPV Inc, a subsidiary of Tata Technologies Inc. The financing included a term loan as well as a working capital facility from Bank of America NA, each made available to Cambric Holdings Inc. Partner Sushma Jobanputra led the transaction whilst Sheppard, Mullin, Richter & Hampton acted for Bank of America NA.

Khaitan & Co has advised the promoters of Ashirvad Pipes Private Ltd in respect of the sale of a majority stake in Ashirvad to Aliaxis Group SA. Ashirvad is India’s leading manufacturer of PVC, uPVC Column pipes and CPVC pipes. Partner Rajiv Khaitan led the transaction, with assistance from executive director Ajoy Kumar Gupta.

Khaitan & Co has also advised Mahindra & Mahindra Ltd (M&M) in respect of the sale of equity shares aggregating to 4.02 percent of the paid up equity share capital of Mahindra Holidays & Resorts India Ltd held by M&M through the stock exchange mechanism. M&M is one of India’s leading business houses and is among the leaders in the Indian automobile industry. Partner Nikhilesh Panchal drove the transaction.

King & Wood Mallesons has advised The Trust Company in respect of a proposal announced on 8 May 2013 by Perpetual to acquire all of the shares in Trust Company via a scheme of arrangement. Perpetual and The Trust Company have significant client synergies and complementary capabilities. Perpetual is offering 0.1495 Perpetual shares for every share in the Trust Company whilst The Trust Company is also planning to declare a special dividend of A$0.22 (US$0.2255) per share. The proposal is superior to the competing, hostile bid by Equity Trustees which is currently on foot. Partner Craig Semple has been leading the team advising the Trust Company since Equity Trustees launched its takeover bid.

Minter Ellison has advised HKSE-listed Chevalier International Holdings Ltd in respect of the completion of its first major investment in Australia – the acquisition of a 70 percent stake in Moraitis Group Pty Ltd, Australia’s largest fruit and vegetable wholesaler and a major supplier to supermarket chains Coles and Woolworths. The deal values the company at about A$210 million (US$214m), including debt. Partner Michael Barr-David led the transaction. Gilbert + Tobin, led by Charles Bogle, advised the sellers, management and the senior lenders.

Minter Ellison has also advised China’s Zinjin Mining in respect of its strategic partnership with NKWE Platinum. Zijin wholly-owned subsidiary Jin Jiang Mining will invest in the ASX-listed group by way of 3-year convertible bonds to assist it develop its South African platinum group metals assets, especially the flagship Garatau Mining project. Partner Marcus Best led the advisory team, which had to reconcile the different stock exchange, corporate and foreign investment requirements of Australia, China, South Africa and Bermuda. Edward Nathan Sonnenbergs (South Africa) and Appleby (Bermuda) also advised in the transaction.

Rajah & Tann is advising SGX-listed AusGroup Ltd (AGL) in respect of a major cross-border corporate exercise involving: (a) The acquisition by AGL of Malaysian assets in Iskandar Malaysia with a valuation of at least S$260 million (US$211.74m), by way of reverse-takeover with a view to the listing of the assets on the SGX Catalist board; and (b) the demerger by AGL of its existing assets to a subsidiary that is to be listed on the Australian Stock Exchange by way of capital reduction and the distribution in specie to AGL shareholders of shares in the subsidiary. The deal is a very substantial acquisition and a reverse takeover under the SGX listing rules. It spans several jurisdictions, including Singapore, Australia and Malaysia. The deal will also involve a capital markets compliance placement of shares in AGL, post-acquisition. SGX-listed AGL is a leading Australian construction service provider to the resources, energy and industrial sectors. Partners Serene Yeo and Cynthia Goh are leading the transaction which was announced on 7 May 2013 and is still ongoing. Murcia Pestell Hillard is acting as Australian solicitors to AGL. Drew & Napier is acting as solicitors to the vendors of Malaysian assets.

Rajah & Tann has also advised Inviragen Inc in respect of its acquisition by Takeda Pharmaceutical Company Ltd for an upfront payment of US$35 million and future payments of up to US$215 million linked to progress of clinical development and achievement of key commercial milestones. Inviragen is a privately-held biopharmaceutical company specializing in research and development of innovative vaccines for emerging infectious diseases. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 8 May 2013 and is still on-going, pending satisfaction of conditions precedent. Wilson Sonsini Goodrich & Rosati also advised Inviragen. Morgan, Lewis & Bockius advised Takeda Pharmaceutical Company Ltd.

Sidley Austin has advised UBS as the sole global coordinator in respect of the recent follow-on offering by LT Group, a Philippine-listed conglomerate that raised approximately US$$912 million. The follow-on offering is the country’s largest ever equity sale and is the second largest equity offering of any type in the Philippines. Partner Alex Lloyd led the transaction.

Simpson Thacher is representing Alibaba Group Holding Ltd, China’s largest e-commerce company, in respect of its investment in Weibo Corporation and strategic alliance with SINA Corporation. Alibaba, through a wholly owned subsidiary, has invested US$586 million to purchase preferred and ordinary shares representing approximately 18 percent of Weibo on a fully-diluted basis. SINA has also granted an option to Alibaba to enable Alibaba to increase its ownership in Weibo to 30 percent on a fully-diluted basis at a mutually agreed valuation within a certain period of time in the future. Weibo is a form of social media with microblogging and social networking features. Katie Sudol, Leiming Chen, Lori Lesser, Katharine Moir and Celia Lam led the transaction whilst Walkers, led by partner Denise Wong, acted as Cayman Islands counsel. Allen & Overy also advised on the deal.

SyCipLaw has acted as Philippine counsel to Coca-Cola FEMSA SAB de CV (KOF) in respect of its acquisition of 51 percent of Coca-Cola Bottlers Philippines Inc (CCBPI) from The Coca-Cola Company for US$688.5 million in cash. The transaction, which closed on 25 January 2013, also provides Coca-Cola with an option to acquire the remaining 49 percent of CCBPI within seven years. The acquisition provides KOF with a major foothold in the Philippine beverage industry and marks its first venture in Asia. Mexico-based KOF is currently the largest franchise bottler of Coca-Cola products in the world. It produces and distributes Coca-Cola products in Mexico, Guatemala, Nicaragua, Costa Rica, Panama, Colombia, Venezuela, Brazil and Argentina. Partners Imelda A Manguiat and Carina C Laforteza led the transaction.

SyCipLaw has also acted as counsel to Standard Chartered Bank, Land Bank of the Philippines, Philippine National Bank, Australia and New Zealand Banking Group Ltd and BDO Private Bank, as note-holders, and the National Grid Corporation of the Philippines (NGCP) in respect of its issuance of Php5 billion (US$122.82m) fixed rate notes facility. NGCP is a fully private corporation which won the fifty-year franchise to operate, maintain, expand and further strengthen the country’s power transmission system. The facility is NGCP’s first corporate notes issuance. The proceeds will be used by NGCP to fund new projects and capital expenditures, and to finance any other purpose related to carrying out its rights and responsibilities under the concession agreement executed with the Power Sector Assets and Liabilities Management Corporation and the National Transmission Corporation. Partners Mia G Gentugaya and Vicente D Gerochi IV led the transaction.

Walkers has acted as British Virgin Islands counsel to CITIC Securities Company Ltd in respect of the issuance of US$800 million 2.5 percent credit enhanced bonds due 2018 issued by CITIC Securities International Company Ltd, a wholly-owned subsidiary of CITIC Securities Company Ltd. Partner Kristen Kwok led the transaction.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised Pacific Global Ventures Sdn Bhd in respect of the disposal of an equity stake in Mamee Double-Decker Sdn Bhd to Headland Capital Partners Ltd, a Hong Kong based private equity firm. Established by the Pang family in 1971, Mamee is Malaysia’s largest domestic food and beverage maker with a domestic market share of more than 30 percent. Headland Capital Partners Ltd, formerly HSBC Private Equity (Asia) Ltd, has been advising private equity and venture capital funds since 1989. Partner Munir Abdul Aziz led the transaction. Allen & Gledhill and Rahmat Lim & Partners advised Sea8 Ltd.

WongPartnership is advising Temasek Holdings (Private) Ltd in respect of its setting up of an investment unit, Pavilion Energy Pte Ltd, to focus on liquefied natural gas. Partners Ng Wai King, Mark Choy, Ammera Ashraf and Tay Peng Cheng advised on the matter.

WongPartnership is also acting for OPENNET Pte Ltd in respect of an application for judicial review against The Infocomm Development Authority of Singapore (IDA) in relation to various decisions by the IDA arising from the construction and rollout of the Next Generation Nationwide Broadband Network, a S$750 million (US$610.86m) Singapore government funded intelligent nation 2015 master plan project for a nationwide fibre network. Partners Tan Chee Meng and Melvin Lum acted on the matter.