Deals – 9 September 2010

Allen & Gledhill LLP has also advised The Hongkong and Shanghai Banking Corporation Limited and JP Morgan (SEA) Limited as the joint lead managers in respect of Olam International Limited’s issue of US$250 million 7.5 percent bonds due 2020, which are listed on the SGX. Partner Au Huey Ling led the firm’s advisory team.

Allen & Overy has advised UBS AG as the sole lead manager in respect of the issuance of US$500 million 6.5 percent guaranteed notes due 2017 by Alliance Global Group Cayman Islands Inc. The issue was guaranteed by Alliance Global Group Inc, one of the Philippines’ largest conglomerates which has interests in the Philippine real estate development, food and beverage, quick service restaurant and integrated tourism industries. Hong Kong-based US law partner James Grandolfo led the transaction.

Allen & Overy has also advised South Africa’s largest private health insurer, Discovery Holdings Limited (Discovery), in respect of its proposed acquisition of a 20 percent stake in Ping An Health Insurance Company of China Limited (Ping An Health), the health insurance subsidiary of China’s second-largest insurer, Ping An (Group) Company of China Limited (Ping An Group). The investment, which is subject to approval by the China Insurance Regulatory Commission, will be one of the first by a foreign insurer in a Chinese health insurance company. If approved, Discovery will inject its health insurance intellectual property into Ping An Health, along with a cash investment of approximately RMB190 million (US$28m). The new venture will in turn benefit from access to Ping An Group’s established brand and nationwide distribution network. Corporate partners Richard Kim and Mark Roppel led the firm’s advisory team.

Allens Arthur Robinson has advised the senior banks and mezzanine lenders in respect of the A$3.2 billion (US$2.9b) combined refinancing of stage one, and financing of stage two, of the third coal export terminal at the Port of Newcastle. Three major Australian banks and 13 international banks were involved in the refinancing, which included a US$1.9 billion seven-year debt facilities package, a A$470 million (US$431m) 12-year junior debt note series and a A$420 million (US$385m) preference equity tranche. Partners Phillip Cornwell and Rob Watt led the firm’s advisory team.

AZB & Partners has advised New York-based private equity firm New Mountain Capital (NMC) in respect of its acquisition of high-purity chemical manufacturer Mallinckrodt Baker (MBI) from NYSE-listed Covidien plc for US$280 million. Covidien’s MBI business included its Indian subsidiary, JT Baker Chemicals Private Ltd, which was acquired by an NMC affiliate as part of the transaction. Partner Darshika Kothari led the transaction, which closed on 27 August 2010.

AZB & Partners has also advised EID–Parry (India) Limited in respect of its acquisition of up to 65 percent of the capital of GMR Industries Limited (GMR), both by way of a negotiated sale with GMR Holding Private Limited (the selling promoter of GMR) and consequent to an open offer to GMR’s public shareholders. The transaction, closed on 27 August 2010, was valued at approximately US$124 million. Partner Srinath Dasari led the firm’s advisory team.

Clifford Chance has advised Citi as placement agent in respect of a US$200 million international issue of secured convertible bonds and approximate US$150 million placement of shares by HKSE-listed Chaoda Modern Agriculture (Holdings) Limited (Chaoda), a leading modern agricultural enterprise in the PRC. The convertible bonds had upstream guarantees from, and a security package comprising share charges over, certain offshore subsidiaries of Chaoda. Connie Heng and Amy Lo led the firm’s team advising on the transaction, whilst a separate team, led by Singapore partner Joan Janssen, advised Citi as trustee and security trustee in relation to the offering of bonds.

Dechert LLP is advising Crown Holdings Inc (Crown) in respect of its agreement to acquire from affiliates of Swire Pacific Limited their 44.57 percent interest in the holding company for Crown’s four joint venture facilities in China, and their 49 percent interest in the holding company for Crown’s joint venture facility in Hanoi, Vietnam. The aggregate purchase price is valued at approximately US$150 million. Consolidated 2009 net sales for the above operations were valued at approximately $250 million. Upon consummation of the acquisition, the holding companies will be wholly-owned subsidiaries of Crown. The transaction is expected to close during the third quarter, subject to certain closing conditions. Partners William Lawlor, Ian Hartman and Basil Hwang are leading the firm’s advisory team.

Freshfields Bruckhaus Deringer has advised one of China’s leading sedan makers, Guangzhou Automobile Group Co Ltd (GAC), in respect of its listing by introduction on the HKSE. The listing was effected simultaneously with the privatisation of Denway Motors Limited (Denway) by way of a scheme of arrangement, as approved by the Hong Kong courts. The firm advised GAC on the privatization of Denway and also advised JP Morgan, Morgan Stanley and CICC as the joint sponsors to the listing of GAC on the HKSE. The deal represents the first ever listing by way of introduction on the HKSE which was effected through privatisation of an existing listed company. Hong Kong managing partner Kay Ian Ng led the advisory team.

Gibson, Dunn & Crutcher LLP has advised international oil and gas field services group Expro Group in respect of its acquisition of Asia-based Production Testers International business (PTI), a leading well services business providing production systems to the oil and gas industry. The acquisition was made on a debt free, cash free basis for up to US$120 million in cash, including an earn-out of up to US$30 million. London corporate partner Jeff Roberts and Singapore partner Emad Khalil led the firm’s advisory team. Production Testers International was represented by Scottish firm Mcclay Murray & Spens LLP.

Herbert Smith and its associated Indonesian firm Hiswara Bunjamin & Tandjung (HBT) have advised Thailand’s largest coal miner, Banpu, on the US, UK, Singapore and Indonesian law aspects of the sale of an 8.7 percent stake in its listed Indonesian subsidiary, PT Indo Tambangraya Megah Tbk (ITMG), for US$400 million. The transaction, which launched and priced overnight on 1 September 2010, represents Indonesia’s second largest block trade in the last decade. Upon completion of the sale, Banpu will still retain an approximate 65 percent stake in ITMG. The Herbert Smith corporate team was led by Hong Kong partner John Moore whilst the HBT/Herbert Smith team in Jakarta was led by partners David Dawborn and Iril Hiswara.

HopgoodGanim has advised ASX-listed Norton Gold Fields Limited (Norton Gold) in respect of its A$107 million (US$98m) gold hedge buy out and associated litigation settlement with Lehman Brothers Commercial Corp Inc. Both parties agreed in July to terminate the hedge contract and settle the dispute after many months of negotiation. As a result of the transaction, Norton’s production is now completely unhedged, with shareholders now having full exposure to the current gold price.

Khaitan & Co has advised Borosil Glass Works Ltd in respect of the transfer of industrial land, measuring about 74,112.72 square meters, located at Marol, Andheri (East), Mumbai, to Neepa Real Estate Private Limited. The transaction was a high value real estate deal in Mumbai, with the sale consideration reaching approximately US$178 million. Pradip (Pinto) Khaitan, Haigreve Khaitan and Sudip Mullick advised clients on the transaction.

Khaitan & Co has also acted as Indian legal adviser to listed Indian company KEC International Limited (KEC) in respect of its acquisition of US company SAE Towers Holdings LLC (SAETH) from Washington DC-based private equity firm ACON Investments LLC. SAETH is a holding company which has subsidiaries in Brazil, Mexico and the US. Following closure of this acquisition, KEC will become the largest manufacturer of transmission towers in North and South America. The transaction, which is valued at approximately US$95 million, is expected to close in September 2010, subject to regulatory approvals and customary closing conditions. Partners Kalpana Unadkat and Haigreve Khaitan led the transaction, whilst White & Case LLP provided additional legal advice. SAE Towers Holdings LLC was advised by Hogan Lovells LLP.

Majmudar & Co has acted as Indian legal counsel to leading French IT multinational Atos Origin (Atos) in respect of its acquisition of Venture Infotek Global Private Limited (Venture), a transaction processing and knowledge management company in India. Pursuant to this transaction, Venture will be integrated into Atos Wordline, Atos’ specialized entity in hi-tech transactional services (HTTS) and electronic payments to optimize the synergies of the companies. Akil Hirani, Sameer Sah, Vivek Sriram and Shikha Parakh led the transaction, which closed in August 2010.

Majmudar & Co has also acted as Indian legal counsel to leading Indian logistics services provider Essar Shipping Ports & Logistics Limited (Essar) in respect of the issuance of US$280 million foreign currency convertible bonds. The transaction, which closed in August 2010, was handled by Akil Hirani, Anup Khanna, Anthony Toppo and Kashish Bhatia.

Mayer Brown JSM has advised CITIC 1616 Holdings Limited (CITIC), a leading hub-based value-added services provider in Asia, in respect of its acquisition of a 49 percent interest in China Enterprise Communications (CEC) for HK$258.4 million (US$33.2m). CITIC bought CEC, a virtual private network provider in China, from its parent CITIC Group and Beijing-based CE-SCM Network Technology. The deal marked the first direct asset injection by CITIC Group to CITIC in support of CITIC’s strategic development. The firm also acted for CITIC on its name-change proposal which will see “CITIC Telecom International Holdings Limited” as the company’s new name. Corporate partner Jeckle Chiu led the advisory team whilst Jingtian provided additional advice. Zhonglun advised the sellers.

Mori Hamada & Matsumoto is advising Randstad Holding NV (Randstad) in respect of its agreement with the founding shareholders of Japanese HR services firm FujiStaff Holdings (FujiStaff) to acquire their 44.6 percent stake in the company. Randstad already held a 20.5 percent stake in FujiStaff. A public tender offer will be launched to acquire all of the issued and outstanding shares of FujiStaff, including those listed on the Jasdaq Stock Exchange. The total amount to be paid for the shares in FujiStaff not currently held is estimated at approximately ¥13.7 billion (US$163m). The transaction is conditional on regulatory approvals and Randstad obtaining a minimum 75 percent stake through the public tender offer, which will close on 13 October 2010. Atsushi Oishi and Koji Toshima are leading the firm’s advisory team.

Nishith Desai Associates has advised M+R Spedag Group, a leading logistics and transportation services provider in Switzerland, in respect of its acquisition, through its group entity, of a controlling stake in Chennai-based PL Shipping & Logistics Private Limited (PL). A comprehensive service provider with a pan India presence, PL is involved with ocean, air and surface transportation of small, large and heavy lift cargoes.

Nishith Desai Associates has also advised the investors in respect of the approximate INR1 billion (US$21.5m) issue by Century Real Estate Holdings Pvt Ltd (Century Real Estate) of certain securities on a private placement basis. Century Real Estate is engaged in the construction and development of real estate projects.

Simmons & Simmons has advised Bawabat Al Shamal and its existing shareholders, including Qatar Islamic Bank and Aqar Real Estate Investment, in respect of a joint venture with Al Futtaim to construct a US$1.6 billion state-of-the-art entertainment and retail complex in Doha. The complex will be the largest multipurpose development in Doha and is the single largest private real estate development announced in Qatar so far this year. The firm’s advisory team was led by Samer Eido.

Slaughter and May has advised HKSE and NYSE-listed Semiconductor Manufacturing International Corporation (SMIC), a global leading semiconductor foundry, in respect of the placing of new shares, which raised approximately HK$780 million (US$100m). Proceeds of the placing will be used for the group’s capacity expansion. The firm also advised SMIC in relation to the issue of additional new ordinary shares under a special mandate to Datang Telecom Technology & Industry Holdings Co Ltd (Datang) for a total consideration of US$100 million. The issue is partly pursuant to Datang’s right of pre-emption, which gives it the right to subscribe for a pro rata portion of shares so that its shareholding in SMIC is not diluted by SMIC’s above placing. Partners Benita Yu and Jason Webber led the team which advised on the transaction.

WongPartnership LLP has acted for DBS Bank Ltd and Standard Chartered Bank as the arrangers in respect of the establishment of a new S$1 billion (US$745m) multicurrency medium-term note programme by CDLHT MTN Pte Ltd, a newly incorporated wholly-owned subsidiary of DBS Trustee Limited (in its capacity as trustee of H-REIT). The firm also advised the arrangers in respect of the issue of the first 5 series of notes under the new programme. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.

WongPartnership LLP has also acted as transaction counsel to Eastern Asia Technology Limited (EAT) in respect of its voluntary delisting from the SGX, and the exit offer by DJR International Ltd (DJR) to acquire all the issued ordinary shares in EAT’s capital, other than those shares held by EAT as treasury shares and those shares held directly or indirectly by DJR. Partners Andrew Ang and Tay Liam Kheng acted on the matter.

Yulchon, in coordination with Malaysia’s Zaid Ibrahim & Co and Indonesia’s Roosdiono & Partners, has advised leading Korea-based petrochemical company Honam Petrochemical Corporation (Honam) in respect of share purchase agreements for the acquisition of 73 percent of the shares of Titan Chemicals Corp Bhd (Titan), Malaysia’s largest petrochemical company. After completion of the transactions, Honam is contemplating acquisition of the remaining issued and outstanding shares of Titan – which is listed on the Main Market of Malaysia’s Bursa Securities Berhad – through a mandatory public offering in accordance with the Malaysian Code on Take-Overs and Mergers 1998. The anticipated purchase price for the total shares of Titan is approximately US$1.27 billion. Partners Hee Woong Yoon and Tehyok Daniel Yi led the firm’s advisory team.