Deals – April 29, 2015

Allen & Gledhill has also advised Oversea-Chinese Banking Corp Ltd, as joint lead manager and book-runner, and Standard Chartered Bank, as joint lead manager, book-runner and issuing and paying agent, in respect of the issue of S$300 million (US$227m) 3.8 percent notes due 2020 by OUE Ltd under its S$3 billion (US$2.27b) multicurrency debt issuance programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Allens has advised Australian ASX-listed M2 Group Ltd in respect of its full acquisition of New Zealand’s third largest internet service provider for A$245 million (US$195.7m). The deal will see M2 Group purchase a 100 percent stake in the Call Plus Group and a related entity, 2Talk Ltd. M2 Group, which provides a full suite of traditional and next generation telecommunications products and utility services to Australian households and small businesses, will pay for the acquisition and finance existing debt through new fully underwritten multiyear loan facilities. Partner Mark Malinas led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised ONGC Tripura Power Company Ltd (OTPC) in respect of the acquisition of 23.5 percent shareholding in OTPC by India Infrastructure Fund-II (IIF-II) with IDFC Trustee Company Ltd as its trustee and IDFC Alternatives Ltd as its investment manager. ONGC, IEDCL and the Government of the Tripura have jointly promoted OTPC. IIF-II acquired 263.2 million equity shares, constituting 23.5 percent share capital of OTPC, at face value of INR10 (US$0.158) each through a combination of sale of existing equity shares by promoters, fresh capitalization of OTPC and renunciation of rights arising from a rights issue of shares of OTPC. The transaction structure was devised to admit a new shareholder in OTPC and simultaneously appropriate substantial advance against equity lying with OTPC. Managing partner Shardul S Shroff and partners Shruti Kinra and Shweta S Chopra led the transaction which closed on 10 April 2015 and was valued at approximately INR4.26 billion (US$67.4m). Link Legal Indian Law Services advised IIF-II.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised Apollo Global Management in respect of its partial exit from Dish TV India Ltd thru Apollo’s sale of Dish TV India’s 32 million equity shares on the screen-based trading platform of the BSE. Citibank acted as broker. Partner Gunjan Shah led the transaction which closed on 15 April 2015 and was valued at INR262.5 crores (US$41.5m).

ATMD Bird & Bird is representing Sinotel Technologies Ltd in respect of the mandatory general cash offer by Advance Technology Holding Ltd to acquire all of Sinotel shares not already owned, controlled or agreed to be acquired by Advance Technology and its concert parties, the value of which is approximately S$25.2 million (US$19m). Religare Capital Markets Corporate Finance Pte Ltd is the financial adviser to Advance Technology in connection with the offer, whilst KGI Fraser Securities Pte Ltd is the independent financial adviser to the directors of Sinotel who are considered independent for the purposes of the offer. Sinotel is a Mainboard-listed integrated connectivity provider of innovative applications and solutions for the full spectrum of wireless telecommunication value chain in the PRC. Partner Marcus Chow is leading the transaction.

Cadwalader, Wickersham & Taft has advised Ports Design Ltd, a fashion garments manufacturer and retailer listed on the HKSE, in respect of the conditional mandatory general cash offer made by Somerley Capital Ltd, on behalf of Bluestone Global Holdings Ltd, to acquire all of the issued shares of Ports Design at a consideration of up to US$119 million. Partners Stephen Chan and Jane Ng led the transaction.

Cadwalader, Wickersham & Taft has also advised ARA Asset Management (Fortune) Ltd as manager to HKSE and SGX-listed Fortune Real Estate Investment Fund (Fortune REIT) in respect of the US$83 million sale of all the issued shares of Art Full Resources Ltd to offshore property investment company Tower Key Ltd. Art Full Resources owns Nob Hill Square, a commercial development in Kwai Chung, Hong Kong. Partner Stephen Chan led the transaction which was completed on 2 April 2015.

Davis Polk has advised the initial purchasers in respect of a US$300 million Regulation S offering by Shimao Property Holdings Ltd of its 8.375 percent senior high-yield notes due 2022. The notes were a reopening of and formed a single series with the US$800 million 8.375 percent senior notes due 2022 issued on 10 February 2015. Shimao is a large-scale developer and owner of high-quality real estate projects in China. It specializes in developing mid- to high-end residential, retail and office properties for sale and prime and well-located hotel, retail and office properties for long-term investment. Partner William F Barron led the transaction whilst Commerce and Finance Law Offices advised as to PRC law. Shimao was advised by Sidley Austin as to US and Hong Kong laws and Harneys as to BVI and Cayman Islands laws.

Davis Polk has also advised the solicitation agents in respect of a solicitation of consents by Sunac China Holdings Ltd from the holders of its 12.5 percent senior notes due 2017 and the 9.375 percent senior notes due 2018 to certain amendments under the indentures governing such notes. The amendments were made to conform the indentures to the terms of Sunac China Holdings Ltd’s 8.75 percent senior notes due 2019 issued on 5 December 2014. HKSE-listed Sunac China Holdings is an integrated residential and commercial property developer with a focus on high-end and high-quality property developments in selected cities in China. Partner William F Barron also led the transaction. Sunac China Holdings was advised by Sidley Austin as to US and Hong Kong laws and Conyers Dill & Pearman as to Cayman Islands and British Virgin Islands laws.

HSA Advocates has advised Lanco Infratech, a leading integrated infrastructure player in India having business verticals in EPC, power, solar and natural resources, in respect of the sale of its entire shareholding in Udupi Power Corp to the Adani group, a multinational conglomerate headquartered in Ahmedabad, Gujarat, India whose diversified businesses include resources, logistics, agribusiness and energy sectors. Udupi Power Corp has set up 2 X 600 MW imported coal-based power project in Udupi District of the state of Karnataka, which is the country’s first independent power project based on 100 percent imported coal with a captive jetty of four million tonnes per annum. As part of its goal of achieving 20,000 MW operational capacity by 2020, Adani acquired Udupi Power Corp for an enterprise value of INR6,300 crores (US$996.5m), making it the largest acquisition in India in the thermal power space. The deal will help Lanco Infratech to reduce its debt position and infuse capital in other projects, including Lanco Amarkantak Power. Partners Navin Syiem and Harsh Arora led the transaction.

J Sagar Associates has advised the shareholders of Lilac Medicare Private Ltd in respect of their 100 percent sale of the shareholding of Lilac to Tosoh Corp (Japan) and Tosoh Asia Pte Ltd (Singapore). Lilac is a Mumbai-based company which undertakes trading and manufacture of medical devices and reagents, having a strong focus on research and development activities. Tosoh Group is a multi-billion dollar Japanese conglomerate having diversified presence across sectors such as biosciences, petrochemicals and chemicals. After the notification of Press Note 2 of 2015 by the Department of Industrial Policy and Promotion, which carved out for medical devices from the definition of pharmaceuticals, this is one of the notable transactions in this space which did not require the approval of the Foreign Investment Promotion Board. Partner Sidharrth Shankar led the transaction. Tosoh Group was advised by Rajani, Singhania & Partners.

Khaitan & Co has advised Prime Focus Ltd (PFL) in respect of the acquisition of Reliance MediaWorks Ltd’s (RMWL) film and media services business and equity infusion by RMWL and promoters of PFL into PFL. The further equity infusion by RMWL triggered the Takeover Code and RMWL made an open offer for an additional 26 percent stake in PFL. The deal was valued at approximately US$94.8 million. Pursuant to the deal, PFL acquired the film and media services business of RMWL situated in India, Mauritius and the US and became the world’s largest media services company. Partner Niren Patel and associate partner Abhishek Sinha, supported by executive director Sudhir Bassi and partners Arindam Ghosh and Avaantika Kakkar, led the transaction.

Khaitan & Co has also advised KEC International Ltd in respect of the sale of all the Telecom Towers owned and operated by KEC in the States of Chattisgarh, Meghalaya and Mizoram to ATC Telecom Tower Corp Private Ltd under an asset purchase agreement for approximately US$13 million. KEC International, the flagship company of RPG Group, is global infrastructure Engineering, Procurement and Construction (EPC) major. Partner Amitabh Sharma and associate partner Akhil Bhatnagar led the transaction.

Latham & Watkins is acting as international counsel whilst Zhonglun Law Firm is acting as Chinese counsel for Amer International Group, a private, Chinese-based multinational company that is one of the world’s largest advanced materials, fine machining and downstream metals refining providers, in respect of its investment in NYSE and TSX-listed General Moly Inc, a US-based molybdenum mineral development, exploration and mining company. The transaction will also create a strategic partnership and equity investment to assist with General Moly’s ability to secure full project financing for the Mt. Hope Project. Amer has also agreed to work with General Moly to procure and support bank financing of approximately US$700 million from a major Chinese bank or banks for development of General Moly’s Mt. Hope Project located in Eureka County, Nevada, considered one of the world’s largest and highest grade molybdenum deposits. Amer will guarantee the bank loan which is anticipated to have normal and customary covenants and security arrangements. Latham & Watkins partners Allen Wang and David Blumental and Zhonglun Beijing partner Cheng Jun are leading the transaction.

Luthra & Luthra Law Offices has advised Goldman Sachs (India) Securities Private Ltd as the broker in respect of the divestment of the stake held by Japanese drug maker Daiichi Sankyo in Sun Pharmaceuticals. Aggregating to approximately US$3.2 billion, the sale of equity shares of Sun Pharmaceuticals held by Daiichi on the screen-based trading platform of the stock exchanges is billed as the largest sale of shares on the Indian stock exchange platform to date. Partner Manan Lahoty led the transaction.

Paul Hastings is representing Fosun International, the largest private-owned conglomerate in China, in respect of its participation in the acquisition of Cirque Du Soleil. Fosun is a member of the buyer consortium backed by American buyout fund TPG Capital. The consortium signed definitive agreements with the owners of Cirque Du Soleil. The consummation of the acquisition is subject to customary conditions. Cirque Du Soleil is a globally-renowned performance troupe and is the world’s largest theatrical production company. M&A partners David Hernand, Jia Yan and David Wang and IP licensing partner Tiffany Lee are leading the transaction.

Paul Hastings has also advised Haitong International Securities Company Ltd, Standard Chartered Bank and CMB International Capital Ltd as the managers in respect of the issuance of US$670 million guaranteed bonds due 2020 by Haitong International Finance Holdings 2015 Ltd, an indirect wholly-owned subsidiary of Haitong Securities Co Ltd, a leading securities company in China in terms of total assets and net assets. The proceeds are intended to be used primarily for increasing the share capital of Haitong International Securities Group Ltd and for other general corporate purposes of Haitong Securities and its subsidiaries. Corporate partners Vivian Lam and Christian Parker led the transaction.

Rajah & Tann Singapore has advised SATS Ltd in respect of the S$48 million (US$36.3m) joint venture between its wholly-owned subsidiary, Singapore Food Industries Pte Ltd, and BRF GmbH, a subsidiary of Brazilian company BRF SA, to set up a company in Singapore for meat processing and manufacturing of branded food products. BRF is listed on the BM&F BOVESPA in São Paulo and the NYSE and is the world’s seventh largest food company by revenue. It is a key supplier to SATS, which in turn is also one of its largest customers in Singapore. Partners Kala Anandarajah, Terence Quek, Elsa Chai and Lina Chua led the transaction.

Shook Lin & Bok is acting for IPC Corp Ltd in respect of the mandatory conditional cash offer made by CIMB Bank Berhad Singapore Branch, for and on behalf of Oei Hong Leong, for all the issued and paid-up ordinary shares in the capital of IPC other than those already owned, controlled or agreed to be acquired by Oei Hong Leong, which values IPC at S$145 million (US$109.8m), based on an offer price of S$0.17 (US$0.129) per IPC share. Partner Michelle Phang is leading the transaction.

Skadden has represented PT Bumi Serpong Damai Tbk in respect of its US$225 million 6.75 percent senior notes offering due 2020. The notes are listed on the SGX. PT Bumi Serpong Damai is the largest property development company in Indonesia based on market capitalization with one of the largest land banks among property developers in Indonesia. Corporate partners Jonathan Stone (Hong Kong) and Rajeev Duggal (Singapore) led the transaction which was announced on 14 April 2015 and closed on 24 April 2015.

Skadden has also acted as US counsel to a committee of independent directors established by the Board of Directors of Perfect World Co Ltd in respect of an agreement with its chairman to be taken private. The deal values the company at approximately US$1 billion. Perfect World has entered into an agreement and plan of merger with Perfect Peony Holding Co Ltd, owned by Michael Yufeng Chi, Perfect World’s founder and chairman of the board of directors, and Perfect World Merger Company Ltd, a wholly-owned subsidiary of Perfect Peony. Perfect World is a leading online game developer and operator based in China, which primarily develops online games based on proprietary game engines and game development platforms. Hong Kong partners Julie Gao and Clive Rough and Beijing partners Peter Huang and Daniel Dusek led the transaction

Squire Patton Boggs has advised HSBC Securities and Capital Markets (India) Private Ltd and ICICI Securities Ltd in respect of VRL Logistics Ltd’s INR4.6 billion (US$72.7m) IPO. The offering includes a fresh issue as well as an offer for sale, including by leading private equity firm New Silk Route. The IPO was subscribed a record 74 times, receiving the best response in almost eight years with bids valued at close to INR335 billion (US$5.3b), higher than Coal India’s recently concluded offer for sale worth INR230 billion (US$3.64b). VRL Logistics is India’s largest surface logistics and parcel delivery service company with the largest fleet of commercial vehicles in the private sector in India. Partner Biswajit Chatterjee led the transaction whilst AZB & Partners acted as domestic Indian counsel.

Weerawong, Chinnavat and Peangpanor has advised Natural Park (NPARK) in respect of the share-for-share swap transaction with BTS Group Holdings Plc (BTSG). NPARK acquired 100 percent of BTS Assets Co and Kamkung Properties Co from BTSC and, in return, NPARK issued its shares and warrants to BTSG resulting in BTSG holding a 35.64 percent stake in NPARK which has been renamed U City. BTS Assets and Kamkung Properties are the flagship real estate companies of BTSG, owning the Eastin Grand Hotel as well as high profile land portfolios in proximity to the Phaya Thai and Mor Chit skytrain stations and the Airport Rail Link. The combined assets, valued at β9.4 billion (US$287.6m), will be the basis for the development of office, hotel and retail projects. Partner Peangpanor Boonklum led the transaction.

Weil is representing private equity investor Anchor Equity Partners in respect of its pending acquisition with leading global investment firm KKR of a controlling stake in leading South Korean mobile commerce company Ticket Monster (TMON) from Groupon. Anchor and KKR, in conjunction with TMON’s management, will jointly acquire a controlling stake in TMON and will inject new capital into the company to help fund its future growth opportunities. Anchor and KKR will hold equal stakes in the company. Some of the world’s largest pension, sovereign wealth funds and institutional investors, including the Canada Pension Plan Investment Board and Pavilion Capital, will also be participating as investors in this transaction. Groupon, which acquired TMON in January 2014, will retain a fully diluted 41 percent minority stake in the company. The investment is based on a US$782 million fully diluted valuation of TMON. KKR and Anchor will work closely with TMON’s co-founder and CEO Dan Shin and the management team to grow the business. Hong Kong corporate partner Peter Feist is leading the transaction which is expected to close in the second quarter of 2015, subject to regulatory and customary closing conditions.

Weil has also represented a selling shareholder in respect of the acquisition by 58.com Inc of a strategic stake in Falcon View Technology Ltd, the holding company of the PRC entities operating Ganji.com, a major online local services marketplace platform in China. Concurrently, Tencent Holdings Ltd, a leading provider of internet services in China, also invested an additional approximately US$400 million in 58.com. Under the terms of the definitive agreement with shareholders of Ganji and as part of an intended long-term, strategic combination transaction, 58.com has agreed to acquire an approximately 43.2 percent fully diluted equity stake in Ganji for a combination of share consideration and cash, including approximately 34 million newly issued ordinary shares of the company (one American Depositary Share represents two class A ordinary shares) and US$412.2 million in cash. The two companies, which will continue to operate their respective brands, websites and teams, intend to maximize business synergies created by this new strategic relationship, and capitalize on opportunities to cooperate and further expand their businesses. Hong Kong corporate partner Tim Gardner led the transaction.

Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has advised CIMB Investment Bank Berhad and Maybank Investment Bank Berhad in respect of a 20-year Commodity Murabahah term financing amounting to RM3.2 billion (US$898.5m) to partially fund a proposed mixed commercial development in Kuala Lumpur City Centre. This is one of the largest Islamic financings in Malaysia in recent years. The two banking groups, who are the mandated lead arrangers and mandated book-runners of the financing, will release the financing in various tranches. The project’s sponsor, Cititower Sdn Berhad, is a 50:50 joint venture between KLCC (Holdings) Sdn Bhd and QD Asia Pacific Ltd, a subsidiary of Qatari Diar Real Estate Investment Co. The project commenced in January 2012, and is expected to be completed by mid-2020. The estimated total net lettable area is 2.84 million square feet. Partner Mark Lim, head of the finance and projects practice, led the transaction.

WongPartnership has acted for Perennial Real Estate Holdings Ltd (PREHL) and its wholly-owned subsidiary Perennial Treasury Pte Ltd (PTPL) as issuers in respect of the establishment of a S$2 billion (US$1.5b) multicurrency debt issuance programme and the inaugural issuance of S$100 million (US$75.7m) 4.25 percent notes by PTPL under the S$2 billion (US$1.5b) multicurrency debt issuance programme, unconditionally and irrevocably guaranteed by PREHL. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for Far East Orchard Ltd in respect of the establishment of its S$1 billion (US$756.8m) multicurrency medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee also led the transaction.