Deals – May 6, 2015

Allens has advised The GEO Group in respect of the renegotiation and extension of its operating contract at the Fulham Correctional Centre. The extension reflects current contracting for the operation of custodial facilities and aligns, where appropriate, with the award-winning Ravenhall Prison Project, on which the firm also advised the consortium. The new contract will commence 1 July 2016 and run up to 19 years and three months, and represents a A$1.45 billion (US$1.14b) nominal investment over the life of the contract by the State of Victoria (A$593 million {US$464.7m} in net present terms). The Fulham Correctional Centre has a contract capacity of 947 beds with a further increase in planned capacity under consideration. Partner David Donnelly led the transaction. Clayton Utz advised the State of Victoria.

AZB & Partners has advised Axis Bank Ltd in respect of the INR11 billion (US$173m) term loan extended to Dolvi Coke Projects Ltd. Partner Prashanth Sabeshan led the transaction which was completed on 9 April 2015.

Clifford Chance has advised HSBC, CIMB Investment Bank Berhad and Standard Chartered Bank as the joint lead managers in respect of the US$1.5 billion dual tranche sukuk issuance by the Government of Malaysia. The sukuk is the first in the Islamic finance market to use transportation rights as part of the pool of underlying assets which also include ijara assets and a commodity murabaha. In addition, the sukuk is also believed to be the first time that the new IMF-recommended ICMA sovereign collective action clauses have been used for a sovereign sukuk issuance (and modified to take into account the unique elements of a sukuk). The Government of Malaysia attracted orders of over US$9 billion from Asia, Europe, the Middle East and the US, making it one of the most prominent sukuk issuances in recent times in Asia. The Reg S/144A sukuk was split into a US$1 billion 10-year tranche and US$500 million 30-year offering. The last sukuk issued by the Government of Malaysia was in 2011, on which the firm also advised. Partners Qudeer Latif (Dubai) and Crawford Brickley (Hong Kong), supported by partner Matt Fairclough (Hong Kong) and director Claudio Medeossi (London), led the transaction.

Deacons has represented Haitong International Securities Company Ltd as underwriter in respect of the approximately HK$3.39 billion (US$437.3m) open offer of shares by Hua Han Bio-Pharmaceutical Holdings Ltd, an investment holding company which manufactures and sells pharmaceutical, medicinal healthcare and biopharmaceutical products. Partner Kelvan Cheung led the transaction.

Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd (IIFC), wholly-owned by the Government of India, in respect of the INR885 million (US$13.9m) financial assistance under its takeout finance scheme to ReNew Wind Energy (Rajkot) Private Ltd for its 45 MW (30 x 1.5 MW) wind-based power project in Vaspeth, Sangli District, Maharashtra. Under the scheme, IIFC has agreed to takeout part of the exposure of the consortium members to the above project and to become part of the existing consortium comprising of PTC India Financial Services Ltd, IDFC Ltd and Union Bank of India. Associate partner Girish Rawat led the transaction.

DLA Piper has represented Coolpad Group Ltd, a Shenzhen-based smartphone maker, in respect of its joint venture with Qihoo 360, the owner of China’s second largest online search engine. The transaction gives Qihoo a 45 percent stake and Coolpad a 55 percent stake in the JV. The parties agreed that the JV was valued at US$909.05 million, to which Qihoo 360 injected US$409 million in cash whilst Coolpad injected the assets for its Dazen business which Coolpad launched in January 2014. The JV, which was announced last December, closed last month and combines Qihoo 360’s internet and software knowledge with Coolpad’s smartphone manufacturing experience under the Dazen brand. Partners Liu Wei (Beijing), Mike Suen (Hong Kong) and Stephen Peepels (Hong Kong) led the transaction.

Gibson, Dunn & Crutcher is representing the consortium composed of Hua Capital Management Co Ltd, CITIC Capital Holdings Ltd and GoldStone Investment Co Ltd in respect of their acquisition of OmniVision Technologies Inc, a leading developer of advanced digital imaging solutions. Under the terms of the agreement, OmniVision stockholders will receive US$29.75 per share in cash, or a total of approximately US$1.9 billion. The agreement was unanimously approved by OmniVision’s Board of Directors. The transaction, which is expected to close in the third or fourth fiscal quarter of fiscal year 2016, is subject to OmniVision stockholders approval, regulatory approvals and other customary closing conditions. To obtain clearance or approval under applicable Taiwan law, OmniVision will divest certain of its investments in Taiwan. Bank of China is acting as mandated lead arranger whilst China Merchants Bank is acting as lead arranger on the financing, with Bank of China also acting as sole and exclusive book-runner in respect of the facilities granted under the financing. Corporate partners Fang Xue (Beijing) and Joseph Barbeau (Palo Alto and Beijing), supported by partners Sean Feller, Shaalu Mehra, Jeffrey Trinklein and Jose Fernandez, are leading the transaction whilst Zhong Lun Law Firm is acting as domestic counsel. In addition, Cleary Gottlieb Steen & Hamilton is advising the consortium. Skadden, Arps, Slate, Meagher & Flom, led by Beijing corporate partners Peter Huang and Danie Dusek and Washington DC partners Ivan Schlager and William Sweet, is representing GoldStone Investment in the acquisition and is representing the consortium with regard to CFIUS matters. Wilson Sonsini Goodrich & Rosati Professional Corp is advising Omnivision whilst Grandall Law Firm is acting as PRC counsel.

Gilbert + Tobin has advised Windlab and Eurus Energy in respect of the development of the Coonooer Bridge wind farm. Canberra-based Windlab is one of three successful proponents in the ACT wind auction process. Windlab subsequently teamed up with Japan-based Eurus Energy. Together they will own and operate the wind farm. The project is Windlab and Eurus’ first greenfield project in Australia, the first project under the ACT wind auction to reach financial close, and the first wind energy project in Australia to be jointly owned by neighbouring landowners. It is also the first project in Australia to utilise Vestas’ 3.3MW V117 wind turbines and it is the lowest cost wind energy project delivered in Australia. Partner Tony Holland and Luke Westmore led the transaction.

Howse Williams Bowers has advised CICC, First Shanghai, Kingston Securities and UOB Kay Hian as the placing agents in respect of the placing of shares of Kong Sun Holdings Ltd on 28 April 2015. Kong Sun is principally engaged in properties investment, manufacturing and sale of life-like plants, securities investment and investment in and operation of photovoltaic power plants in the PRC. Corporate partner Brian Ho led the transaction.

Howse Williams Bowers has also advised Haitong International Securities as the placing agent in respect of the US$220 million placing of shares of China Oceanwide Holdings Ltd on 29 April 2015. China Oceanwide is principally engaged in property investments in China. Corporate partner Brian Ho also led the transaction.

J Sagar Associateshas acted as the lenders’ counsel to a consortium of Indian banks and financial institutions led by State Bank of India in respect of the INR15.6 billion (US$245m) financing for the expansion into six lanes of the existing four-lane portion of the approximately 179.5 kilometres Delhi Agra section of National Highway No 2 (NH-2) in the State of Haryana and Uttar Pradesh on a design, build, finance, operate and transfer basis, undertaken by DA Toll Private Ltd, an SPV promoted by Reliance Infrastructure Ltd. Partners Dina Wadia and Divyanshu Pandey led the transaction.

J Sagar Associates has also advised UK entity Just Eat Holding Ltd in respect of the transfer of 49.9 percent stake in Achindra Online Marketing Private Ltd to Just Eat India Holding Ltd (group company) and the subsequent share swap of 100 percent stake in Just Eat India Holding with a Luxembourg entity of venture capital firm Rocket Internet AG for a minority shareholding. Rocket Internet operates under the brand name Food Panda. Just Eat is a leading online takeaway ordering service operating in 13 countries around the globe. Achindra Online Marketing was founded in 2006 and partnered with Just Eat in 2011. Partners Sajai Singh and Probir Roy Chowdhury led the transaction whilst Bird & Bird acted as foreign counsel. Rocket Internet was represented by Olswang (UK) and Khaitan & Co (India).

Khaitan & Co has advised Temasek International Pte Ltd in respect of the acquisition of 34.37 percent of Crompton Greaves’ consumer products business from Avantha Holdings by Advent International and Temasek for approximately US$310 million. Temasek is an investment company based in Singapore whose portfolio, mainly in Asia and Singapore, covers a broad spectrum of industries. Partner Haigreve Khaitan and associate partner Ashwin Bishnoi, supported by partners Aakash Choubey, Niren Patel, Arindam Ghosh, Avaantika Kakkar and Adheesh Nargolkar and executive director Daksha Baxi, led the transaction.

Khaitan & Co has also represented Jasper Infotech Pvt Ltd (Snapdeal.com) before the Competition Commission of India (CCI) in respect of an information filed by an individual alleging that Snapdeal.com and other e-commerce companies have been indulging in anti-competitive practices in the nature of exclusive agreements with the sellers and also abusing their dominant position. The CCI dismissed the information and ordered closure of the matter. Snapdeal.com is one of India’s largest online marketplace offering over 5 million products across 500 diverse categories from over 50,000 sellers. Partner Manas Kumar Chaudhuri and executive director Arshad Paku Khan led the transaction.

Kirkland & Ellis is advising a consortium of placing agents led by Goldman Sachs, China Galaxy International and Nomura in respect of the US$3.1 billion placing of H shares of China Galaxy Securities Co Ltd. The placing is the largest follow-on offering in China and second largest follow-on offering in Asia in 2015 to date. China Galaxy Securities is a leading integrated financial services provider in the PRC securities industry and its H shares are listed on the HKSE. Hong Kong corporate partners Dominic Tsun, David Zhang and Mengyu Lu are leading the transaction.

Kirkland & Ellis is also representing the majority shareholders of Ironshore, Inc, including GTCR, Irving Place Capital, Towerbrook Capital, Calera Capital and Corporate Partners, in respect of the sale of HKSE-listed insurer Ironshore to Fosun International Ltd, a Chinese investment company focused on insurance, industrial operations, investment and asset management. The firm also represented the majority shareholder group in connection with Fosun’s purchase of ordinary shares of Ironshore representing 20 percent of Ironshore’s total outstanding ordinary shares on a fully diluted basis, which closed on 12 February 2015. The acquisition of the remaining interest in Ironshore will be effected by the merger of an indirect wholly-owned subsidiary of Fosun with and into Ironshore, with Ironshore as the surviving company. After giving effect to the merger, Ironshore will be an indirect wholly-owned subsidiary of Fosun. Corporate partners Stephen Ritchie and Walter Holzer and tax partner Russell Light are leading the transaction.

Latham & Watkins has advised the Government of Pakistan’s Privatisation Commission in respect of the divestment of its 41.5 percent stake in Habib Bank Ltd, the largest bank in Pakistan. Raising proceeds in excess of US$1 billion, the offering represents Pakistan’s largest-ever equity offering and the largest from Asia’s frontier markets. The divestment forms part of the Government of Pakistan’s ongoing privatisation plan, which is anticipated to see a large number of state-owned enterprises sold to the private sector over the next few years. Credit Suisse and Deutsche Bank AG acted as the underwriters for the offering, which was internationally marketed in compliance with Regulation S and Rule 144A of the US Securities Act of 1933. Dubai partner Nomaan Raja and London partner David Boles led the transaction.

Latham & Watkins has also advised energy and infrastructure company PT Dian Swastatika Sentosa Tbk (DSS) in respect of the sale of its 67 percent stake in Indonesian Stock Exchange-listed PT Golden Energy Mines Tbk (GEMS) to SGX-listed United Fiber System Ltd (UFS) for S$1.88 billion (US$1.4b). UFS issued new shares as consideration for the acquisition, resulting in DSS acquiring more than 90 percent of UFS’s enlarged share capital (without taking into account certain other share issuances contemplated). Singapore practice head partner Sin Chei Liang led the transaction.

Maples and Calder is acting as Cayman Islands counsel to the special committee of Perfect World Co Ltd in respect of its US$1 billion take-private offer from the founder and chairman, Michael Chi. The deal, subject to shareholder approval, is expected to close in the second half of the year. Nasdaq-listed Perfect World is one of the leading online game developers and operators in China. Partner Greg Knowles is leading the transaction.

Mayer Brown JSM has advised UBS Securities Hong Kong Ltd as the sole sponsor, UBS AG Hong Kong Branch, CMB International Capital Ltd and CCB International Capital Ltd as underwriters in respect of the US$302 million global offering and listing of Shanghai Haohai Biological Technology Co Ltd on the HKSE. Based in Shanghai and founded in 2007, Shanghai Haohai is a leading company in China focusing on the research and development, manufacturing and sales of absorbable biomedical materials. Proceeds will be used to pay for new production lines, acquisitions of other biopharmaceutical companies and new production equipment. Hong Kong partners James Fong and Jason T Elder led the transaction.

Milbank, Tweed, Hadley & McCloy has represented Korea’s leading export/trade authorities, namely the Export-Import Bank of Korea (KEXIM), the Korea Trade Insurance Corporation (K-sure) and certain commercial lenders, in respect of providing approximately US$2.1 billion in financing to Companhia Siderúrgica do Pecém (CSP) for the construction of a new steel mill in Brazil. CSP, the operator of the new plant in Brazil’s northeastern state of Ceara, is a joint venture between leading South Korean steel producers POSCO and Dongkuk Steel and leading Brazilian mining and logistics company Vale S.A. In addition to KEXIM and K-sure, financing for the project is also being provided by the Brazilian Development Bank (BNDES). Construction on the mill began in 2012 and it is expected to be operational later in 2016. Partners Daniel Bartfeld and Young Joon Kim led the transaction which is the largest Korean financing ever in Brazil.

Minter Ellison has acted as Australian counsel to Iron Mountain, the world’s leading document and data storage company, in respect of its in-principle agreement to acquire Australian-based and ASX-listed Recall Holdings Ltd for about A$2.6 billion (US$2b). Under the proposed deal, Iron Mountain will issue 0.1722 of its own shares for each Recall share, valuing Recall’s shares at A$8.18 (US$6.41), based on Iron Mountain’s opening price on 28 April 2015. That represents a 7.3 percent premium over Recall’s closing price and a significant premium over Recall’s share price prior to speculation about a potential transaction last year. Recall shareholders will also be given the option to elect to receive A$8.50 (US$6.66) per share in cash, subject to a pro-ration mechanism that will cap the total cash amount payable to Recall shareholders at A$225 million (US$176.2m). Boston-based Iron Mountain has more than 1,000 facilities in 36 countries and generated US$3.1 billion in revenue in 2014. Nearly two-thirds of its business is generated in the US. Split out of pallet and crate giant Brambles Ltd in 2013, Recall is a leading global provider of digital and physical information management services and supports approximately 80,000 customer accounts in 24 countries. The boards of each company have approved the deal, subject to completion of due diligence, execution of definitive merger agreements and regulatory and shareholder approvals. Partner Costas Condoleon, supported by partners Katrina Groshinksi and Ben Smith, led the transaction whilst Weil Gotshal & Manges acted as US counsel. Allens and Sidley Austin acted as Australian counsel and US counsel, respectively, to Recall Holdings.

Norton Rose Fulbright has advised Chinese-owned holding company Cai GmbH in respect of the sale of its remaining 12.5 percent interest in GROHE Group Sàrl, the world’s leading supplier of sanitary fittings, to Japanese Lixil Corp, which had already become the main shareholder of GROHE with an 87.5 percent majority share last year. The agreements were signed in Tokyo in December 2014. The transaction was closed on 1 April 2015 in Luxembourg after approval from the cartel authorities. Cai GmbH is owned by Jianshe Cai and Jilin Cai, founders and members of the board of Joyou AG, parent company of Joyou Group, the biggest Chinese sanitary company. GROHE Group is the controlling majority shareholder of Joyou AG. Peter Holst, supported by partners Alexander Hemmelrath (Munich), Chris Viner (Tokyo) and Sun Hong (Shanghai), led the transaction.

Norton Rose Fulbright has also advised the mandated lead arrangers in respect of a multicurrency US$215 million term facility and US$20 million revolving facility to Hassan Mohamed Jawad & Sons BSC (c), a Bahrain-based family-owned trading conglomerate with operations across the Gulf Cooperation Council countries. Mashreqbank PSC led the bank syndicate, with Ahli United Bank (BSC) and First Gulf Bank PJSC acting as co-arrangers. National Bank of Abu Dhabi PJSC, Al Ahli Bank of Kuwait KPSC BBK BSC and State Bank of India also participated in the syndicate. Various subsidiaries of the Jawad group in Bahrain, the United Arab Emirates, Kuwait and Qatar provided guarantees and securities in relation to the facilities. The purpose of the facilities was to refinance and consolidate the existing indebtedness of Jawad group and to fund the capital expenditure and working capital requirements of the entire group. Banking partner Matthew Escritt led the transaction whilst Bahrain and Kuwait law advice was provided by ASAR – Al Ruwayeh & Partners and Qatar law advice was provided by Al Tamimi & Co Doha office.

Skadden has advised Sinopec Group Overseas Development (2015) Ltd, a wholly-owned subsidiary of China Petrochemical Corp (Sinopec), in respect of its Rule 144A/Regulation S offering of senior notes in five tranches: US$2.5 billion 2.5 percent senior notes due 2020, US$1.5 billion 3.25 percent senior notes due 2025, US$800 million 4.1 percent senior notes due 2045, €850 million (US$947m) 0.5 percent senior notes due 2018 and €650 million (US$724m) 1 percent senior notes due 2022. The notes are guaranteed by China Petrochemical Corp. Sinopec is the largest integrated petroleum and petrochemical company in China and one of the largest in the world. Sinopec is also the largest refined oil producer in the world in terms of crude oil throughput in 2014. Corporate partners Peter Huang (Beijing) and Edward Lam (Hong Kong) and tax partner Sean Shimamoto (Palo Alto) led the transaction.

Sullivan & Cromwell has represented Baker Bros Advisors LLC (US) in respect of its funds role as lead investor, along with several co-investors, in the purchase of a newly authorized class of Series A-2 convertible preferred shares of BeiGene Ltd (China), collectively representing 23.55 percent of BeiGene’s total capital shares on a fully diluted basis, for approximately U$100 million. Hong Kong corporate partner Michael G DeSombre and New York tax partner Ronald E Creamer Jr led the transaction which was completed on 21 April 2015.

White & Case has advised a group of banks in respect of a US$520 million secured term loan and US$60 million five-year secured revolving credit loan that will refinance the outstanding debt of MMI International Ltd, a Singapore-based hard disk drive components maker that is backed by leading global investment firm KKR. The firm advised the Singapore branch of Standard Chartered Bank, ANZ, Bank of America Merrill Lynch, DBS Bank Ltd, Cathay United Bank Co Ltd, CTBC Bank Co Ltd, Sumitomo Mitsui Banking Corp, Maybank, Mega International Commercial Bank Co Ltd and United Overseas Bank in their roles as joint mandated lead arrangers and book-runners. Hong Kong partner Baldwin Cheng, supported by New York partner Alan Rockwell, led the transaction.

WongPartnership has acted for United Envirotech Ltd in respect of the update and upsize of its US$300 million MTN programme for which Standard Chartered Bank was the sole arranger and dealer of the original programme. DBS Bank Ltd was added as a joint arranger and dealer, together with Standard Chartered Bank, to the updated programme, the limit of which was increased to US$500 million. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for Singapore Medical Council in respect of the disciplinary proceedings for professional misconduct against Dr Eric Gan Keng Seng, a qualified and registered medical practitioner under the Medical Registration Act and a specialist in general surgery with an interest in surgical oncology (cancer surgery). Partner Aw Wen Ni acted on the matter.