Deals – 3 September 2009

Allen & Gledhill has also represented SP AusNet in connection with its non-renounceable pro-rata entitlement offer made to eligible retail security-holders in Singapore. Under the terms of the offer, eligible security-holders can subscribe for new stapled securities offered for issue at a price of S$0.86 cents (approx US$0.59) each. Partners Yeo Wico and Shawn Chen were involved.

Finally, Allen & Gledhill LLP has acted for LaSalle Asia Opportunity II S.A.R.L. in respect of its signing of a share purchase agreement for the disposal of a 100 percent stake in Quayside Gem Limited (Quayside). Quayside is the holding company of Merchant Quay Pte Ltd, which owns Swissotel Merchant Court Singapore. Partner Steven Seow led the transaction, which was valued at approximately S$260.04 million (approx US$180.5m).

Amarchand & Mangaldas & Suresh A. Shroff & Co has acted for Wockhardt Hospitals Limited (Wockhardt) in connection with the slump sale of ten Wockhardt hospitals located in Bangalore, Mumbai and Kolkata, and four nursing schools and colleges. Indian firm Vaish Associates Advocates represented Fortis Hospitals Limited, a subsidiary of Fortis Healthcare Limited, which purchased the hospitals. The sale was conducted pursuant to a business transfer agreement and valued at INR 909 crores (approx US$185.3m). Following completion of the sale, Fortis will become the second largest private healthcare provider in India. Managing partner Cyril Shroff and partner Nivedita Rao led the Amarchand team, whilst the Vaish team was led by Mumbai-based partner Bomi F. Daruwala.

AZB & Partners has acted for JP Morgan Chase Bank NA (JP Morgan), as senior administrative agent to the lenders, and Disney Enterprises Inc (Disney), as subordinate administrative agent to the lenders, in connection with the joint venture between Dreamworks Studios and Reliance Big Entertainment Ltd (Reliance) to establish a new film production studio. A syndication of banks sourced by JP Morgan and Disney will provide equity and debt financing to Reliance for investment under the initial phase of financing for the project. Partners Rajendra Barot and Shameek Chaudhuri were involved in advising on the deal, for which total consideration has been valued at approximately US$825 million. Other law firms involved in advising parties to the transaction were Morgan, Lewis & Bockius LLP (for JP Morgan), Mayer Brown LLP (for Disney), Stroock & Stroock & Lavan LLP, Cravath, Swaine & Moore LLP and Bharucha & Partners.

AZB & Partners has also advised Tata Teleservices Limited (Tata) in connection with the divestment of its 49 percent stake in Wireless TT Info Services Limited (Wireless), a company engaged in the passive telecom infrastructure business. The divestment was comprised of a sale of equity shares in Wireless by TATA and TATA Sons Limited to Quippo Telecom Infrastructure Limited (QTIL) and three other entities, and the de-merger of the passive telecom infrastructure business of QTIL into Wireless by way of a Court approved scheme under which equity shares of Wireless will be issued to shareholders of QTIL. Partners Abhijit Joshi and Vaishali Sharma were involved in the transaction which was valued at approximately INR 6350 crores (approx US$1.3b).

DLA Piper has acted for China-based American Diary, a leading distributer of premium infant formula and milk powder and soybean products, in respect of the US$63 million financing provided to the company by private equity investment firm Sequoia Capital (Sequoia), which was represented by Skadden, Arps, Slate, Meagher & Flom LLP. Pursuant to the terms of the Partial Investment of Private Equity (PIPE) transaction, which was closed on 26 August 2009, American Diary will issue 2.1 million shares of common stock to Sequoia in exchange for US$47 million in cash and the conversion of a US$16 million bridge loan. DLA Piper’s advisory team included Beijing-based Rocky Lee, head of its Asia Venture & Private Equity practice, and Seattle-based partner Matt Adler. The Skadden team was led by China corporate partners Jon Christianson, head of the firm’s Beijing office, and Peter Huang.

Harry Elias Partnership has advised the unconflicted directors of Tsit Wing International Holdings Limited (TWI), a company which distributes grocery supplies, branded coffee and tea machines, and instant beverage products to the consumer market, in relation to its voluntary delisting from the Official List of the Singapore Exchange Securities Trading Limited. The delisting follows a formal proposal by Fair Link Investments Limited (Fair Link) to TWI’s board of directors, under which it was stipulated that Mitsubishi UFJ Securities (Singapore) Limited would, on behalf of Fair Link, make an exit offer to acquire all the shares in TWI. Partners Claudia Teo and June Ho led the firm’s team in advising on the deal.

Herbert Smith has advised China Petroleum & Chemical Corporation (Sinopec) in relation to its acquisition of certain assets and equity interests from Asset Management Company (AMC), a wholly-owned subsidiary of Sinopec’s controlling shareholder China Petrochemical Corporation. The transfer agreements for the deal, which was valued at RMB 3.946 billion (approx US$506m), were signed on 21 August 2009. One of the largest listed crude oil and petrochemical companies in Asia, Sinopec has upstream, midstream and downstream operations and it is the first PRC company publicly listed on the stock exchanges of Hong Kong, Shanghai, New York and London. Corporate partner Tom Chau led the transaction.

JSM has advised CITIC Pacific Limited (CITIC Pacific) in connection with its acquisition of all the minority interests in its subsidiaries related to the Jiangyin Special Steel Mill. Led by partner Derek Tsang, the transaction was announced by CITIC Pacific on 24 August 2009 and has been valued at a total consideration of more than RMB 1.522 billion (approx US$222.8m).

Khaitan & Co has advised Parth Amin and Others, promoters of SLK Global BPO Services Private Limited (SLK), in relation to the increase of investment in SLK by Fifth Third Bank (FTB), to a 49 percent stake. FTB was already a minority shareholder in SLK, an IT Enabled BPO services in Banking and Title assurance sector, prior to this transaction taking place. Partner Rajiv Khaitan led the firm’s team in advising on the transaction, which was completed for a confidential sum.

Mallesons Stephen Jaques has advised Maryborough Sugar Factory (MSF) on its proposed off-market takeover offer of Tully Sugar (TS). Consideration for the offer, payable to TS’s shareholders in shares with 13 MSF shares to be received for each TS share, values TS’s equity at approximately A$90.4 million (approx US$75.6m). Partner John Humphrey led the firm’s team in advising on all aspects of the transaction which, if successful, will produce the first listed ‘pure sugar’ company of significant size on the Australian Stock Exchange.

Mallesons Stephen Jaques has also acted for Metro Trains Melbourne (MTM), a consortium comprising MTR Corporation of Hong Kong, United Group Rail and John Holland, in respect of its successful tender to operate the Melbourne Metropolitan Train system. Under the terms of the signed agreement with the State of Victoria, which marks the culmination of a worldwide tender process, MTM will operate the city’s train system for an eight year period from 30 November 2009. The firm’s advisory team was led by Melbourne-based partner Cheng Lim and included partners Louis Chiam, Philip Ward and Michelle Levy. The firm will continue to advise MTM on transition arrangements with the State of Victoria and the outgoing operator.

Milbank, Tweed, Hadley & McCloy LLP has represented Morgan Stanley as global coordinator, and CIMB, Citi and Morgan Stanley as joint bookrunners, in respect of the US$4.5 billion bond offering by Malaysia’s Petroliam Nasional Berhad (Petronas). The offering by Petronas, one of the world’s largest oil companies, consisted of US$3 billion senior unsecured 10-year notes and Shari’ah-compliant five-year Ijara Sukuk Trust Certificates valued at US$1.5 billion. The first global corporate Sukuk in 2009, the transaction has also been heralded as the largest Asia ex-Japan issue in the last five years and one of the two largest global Sukuks ever. Singapore-based partner Naomi Ishikawa led the firm’s team in advising on the deal, which was significantly oversubscribed.

Nishith Desai Associates has advised Flakt (India) Limited (Flakt), the Indian arm of the leading Luxembourg-based global air ventilation equipment manufacturer FlaktWoods Group, in connection with its acquisition of the air management systems business of Caryaire Equipments India Private Limited (Caryaire). Under the terms of the deal, Flakt has the perpetual right to use the trademark ‘Caryaire’. Following the transaction, the company intends to create a new Flakt Woods Air Climate Division to house the newly acquired business.

Nishith Desai Associates has also acted as domestic counsel to Orbit Corporation Limited (Orbit), a listed company primarily involved in the development of real estate projects in the Mumbai Metropolitan Region, in respect of its issuance of equity shares to certain qualified institutional buyers by way of a qualified institutions placement. Kotak Mahindra Capital Company Limited, Macquarie Capital Advisers (India) Private Limited and Edelweiss Capital Limited were the global coordinators and book running lead managers to the issuance, which raised approximately INR 1,450 million (approx US$30m).

Pinsent Masons has acted for Power Sector Assets and Liabilities Management Corporation (PSALM), the government agency responsible for handling the sale of the Philippines’ National Power Corporation’s assets, in relation its US$1.763 billion privatisation. The bidding of PSALM’s privitisation was completed on 28 August 2009 and, involving the award of Independent Power Producer Administrator contracts, has been pronounced as the largest of its kind worldwide. San Miguel Energy Corporation (SMEC) was the successful bidder for the IPP Administrator role for the 1000 megawatt (MW) Sual coal fired power plant in Pangasinan, whilst Therma Luzon Inc, a subsidiary of Aboitiz Power Corp, secured the deal for the 700 MW Pagbilao coal-fired power plant in Quezon. Partner John Yeap led the firm’s team in advising, with partner Stuart Barr also involved.

Simmons & Simmons has advised Tiger Global Management (Tiger) in relation to the sale of leading Arab online community Maktoob.com to Yahoo!. Following the recent announcement of a definitive sale agreement, the transaction is expected to close in the fourth quarter of 2009. Led by corporate partner Nick Watson from Dubai, the firm worked alongside Tiger’s US legal counsel Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP. Other partners from the firm’s Dubai office were also involved, including TMT partner Alexander Shepherd, corporate partner Vanessa Abernethy and banking partner Eric Milne.

Stamford Law Corporation has advised the Singapore Government in relation to its landmark divestment of the Senoko Incineration Plant (the plant). The tender was awarded to Keppel Integrated Engineering Limited (KIE) on 14 September 2008 however, due to existing market conditions, the divestment was carried out by a trade sale instead of a public listing. The trade sale was completed on 1 September 2009 within the indicative price of S$462 million (US$320m). The plant is now held in Senoko Trust with KIE as the sponsor and investor. Partners Bernard Lui and Yap Wai Ming led the transaction.

Stamford Law Corporation is acting as transaction counsel in respect of the proposed joint venture between The Lexicon Group Limited (Lexicon) and Tom N Toms Global Holdings Limited (TNT Global) to establish a company in Singapore to operate coffeehouses under the “Tom N Toms” brand. There are numerous Tom N Toms outlets across South Korea, and the joint venture will also market the franchise within 21 countries in Eastern Europe and South-east Asia. Under the terms of the deal, Lexicon will contribute cash whilst TNT Global, the exclusive master franchisee of the Tom N Toms franchise outside Korea, will grant perpetual exclusive rights to the franchise. Partner Bernard Lui is leading the transaction.

Troutman Sanders LLP has represented the underwriters and both ICBC International Capital Limited (ICBCI) – as sponsor, global coordinator and bookrunner – and ICBC International Securities – as lead manager – in connection with the global offering and listing of Sundart International Holdings Limited (Sundart) on the Hong Kong Stock Exchange. Valued at HK$602 million (approx US$77.6m), the global offering was more than 700 times over-subscribed. 144 million shares were offered by Sundart, an integrated fitting-out contractor which provides contracting services for sizeable residential and hotel projects. The firm’s team was led by the head its Greater China practice, Hong Kong-based partner Olivia Lee.

White & Case LLP has acted as international counsel to Coveright Surfaces Group (Coveright), the leading international supplier of decorative surfaces and coverings, in respect of the sale of its Malaysian subsidiary, Coveright Surfaces Malaysia Sdn Bhd, to Analabs Resources Berhad (Analabs). The sale of the subsidiary to Analabs, which is primarily engaged in the recovery and sale of recycled products, the formulation, repackaging, and warehousing of agricultural chemicals and the trading of industrial chemicals, was valued at RMB 40 million (approx US$11.3m). Partners William Kirschner (Singapore), John Runkles (London) and David Llewelyn (Singapore/London) were involved in the deal, with Coveright also advised by Zaid Ibrahim & Co as to Malaysian law.

WongPartnership LLP has acted for DBS Bank Ltd (DBS) as the sole lead manager and bookrunner of Swiber Holdings Limited’s issuance of up to US$100 million in aggregate principle amount of 5 percent convertible bonds due 2014. The aggregate amount includes an option granted to DBS to up-size the issue by an additional US$22 million, which may be exercised up until the date of the bonds issue. Partners Hui Choon Yuen and Winston Wong led the transaction.

WongPartnership LLP has also acted as Singapore counsel to Babcock and Brown Limited in connection with the £12.95 million (approx US$21.1m) acquisition of Big Orange Self Storage Fund by Invista International Fund LP. Partners Vivien Yui and Monica Yip were involved.

Finally, WongPartnership LLP has acted for Morgan Stanley Private Equity group, which has formed a consortium with the controlling shareholders of Sihuan Pharmaceutical Holdings Group Ltd (SPHG), in relation to making a voluntary cash offer (through China Pharma Limited) for all the shares in SPHG. Partners Ng Wai King, Quak Fi Ling and Christy Lim led the transaction.