Deals – 21 January 2010

AZB & Partners has advised one of India’s oldest textile companies and leading industry players, Morarjee Textiles Limited, in respect of the issuance of more than 18 million fully paid equity shares to the existing equity shareholders. The issue, which opened on 30 September 2009 and was listed and traded on 29 October 2009, raised approximately Rs2,725.42 lakhs (US$59m). The firm’s advisory team was led by partner Vishnu Jerome.

AZB & Partners has also advised Citigroup Global Markets India Private Limited as the sole agent in the sale of 25.85 million shares of Reliance Industries Limited (RIL), held by the Petroleum Trust (which is a trust settled by Reliance Industrial Investments and Holdings Limited, a wholly-owned subsidiary of RIL). The sale, which was signed and completed on 4 January 2010, generated Rs2675 crores (US$580.5m) and was made in accordance with the screen-based trading platform and in compliance with the rules, regulations and by-laws of the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The firm’s advisory team was led by partner Shuva Mandal.

In addition, AZB & Partners has advised UBS Securities India Private Limited (UBS), as the placing agent, in relation to the sale of 33 million shares of Reliance Industries Limited, again held by the Petroleum Trust, to purchasers identified by UBS, and others. The sale was completed on 11 January 2010. The firm’s advisory team was lead by partner Shuva Mandal. Davis Polk & Wardwell LLP advised the Petroleum Trust and Reliance Industrial Investment Holdings Limited.

AZB & Partners has also advised Inflexion Private Equity (acting through the investment vehicle Griffin Bidco Limited) in the global acquisition of the Griffin Travel Group, which is composed of Griffin Marine Travel Private Limited, GSC e-services Private Limited, and GTS e-services Private Limited. The acquisition was completed on 16 December 2009, thereby effecting an indirect change in shareholding of the acquired companies. The firm’s advisory team was led by partners Alka Nalavadi and Vivek Bajaj.

Baker & McKenzie has advised the world’s largest independent animal healthcare company, Virbac of France, on its proposed acquisition from Pfizer Inc of veterinary products, a manufacturing facility and related assets in Australia. The agreement, announced on 12 January 2010, is subject to the approval of the Australian Competition and Consumer Commission. In addition to the proposed acquisition, the firm also advised Virbac on extensive negotiations for manufacturing and supply arrangements and IP licensing with Pfizer, Wyeth, Fort Dodge, and other affiliates. The firm’s M&A partner Ben McLaughlin led the advisory team.

In addition, Baker & McKenzie has also advised global retail giant Metro AG and Media-Saturn, Europe’s leading consumer electronics retailer in which Metro AG has a majority shareholding, on a joint venture with Foxconn Technology Group (Foxconn). Under the joint venture, headquartered in Shanghai, Metro Group holds 75 percent of the shares and Foxconn the balance of 25 percent. The first Media Markt store is expected to open in Shanghai in 2010 with 100 more stores projected to open in China within the next five years. The firm’s advisory team was led by Shanghai-based partner Marco Marazzi.

Finally, Baker & McKenzie has advised Guangzhou-based commercial real estate developer and operator GT Land Holdings Limited on two hotel management agreements with Jumeirah Group (Jumeirah), the Dubai-based luxury hospitality company and a member of Dubai Holding. Under the agreement, Jumeirah has been appointed to manage the 250-room five-star Jumeirah Hangzhou hotel in the Yangtze River Delta tourism hub of Hangzhou, and the 200-room five-star Jumeirah Guangzhou hotel which will open in 2011 at the centre of New Pearl City Tian He District, Guangzhou’s premier and rapidly growing commercial city centre. The firm’s advisory team was led by real estate partner Ricky Yiu.

Freshfields Bruckhaus Deringer has advised GCL-Poly Energy Holdings Limited (GCL-Poly), one of the leading green energy suppliers in China, on its RMB 854.1 million (US$125m) acquisition of a 70.19 percent controlling stake in Konca Solar, a leading supplier of solar wafers in the PRC. The acquisition will allow GCL-Poly to expedite the expansion of its wafer business and ramp up its wafer production capacity. China managing partner Teresa Ko and Beijing partners Jack Wang (corporate) and Michael Han (antitrust) led the firm’s advisory team.

Gilbert + Tobin has advised eircom Holdings Limited (ERC) and Lend Lease Primelife Group (LLP) on their respective sales in two separate transactions, with corporate transactions partner Garry Besson leading the firm’s advisory teams in both transactions:
• 100 percent of the issued capital of ERC, whose principal asset is its 57.1 percent interest in Ireland’s incumbent telecommunications provider, eircom, was acquired by Emerald Communications (Cayman) SPC pursuant to an inter-conditional scheme of arrangement and equal reduction of capital.
• The sale of Australia Stock Exchange-listed LLP followed an offer by Lend Lease Corporation Limited to acquire all securities in LLP that it did not already own. The LLP transaction was approved by LLP security holders and the Supreme Court of New South Wales in December 2009.

Jones Day has advised Maju Investments (Mauritius) Pte Ltd (Maju), a wholly owned subsidiary of Temasek Holdings (Private) Limited, on its C$310 million (US$300m) subscription in convertible debentures issued by Canadian oil and gas company Niko Resources Ltd (Niko). The debentures mature in 3 years and carry a coupon rate of 5 percent per annum, with a conversion price of C$110.50 (US$106.60) per share. The issuance was used largely to finance Niko’s US$300 million acquisition of Black Gold Energy LLC (Black Gold), a partner in all of Niko’s Indonesian blocks. As part of the acquisition, the firm also advised Maju on the sale of its interest in Black Gold to Niko. The firm’s advisory team was led by energy partner Michael Arruda. Gowling Lafleur Henderson LLP advised Niko on the debentures issuance and acquisition.

KhattarWong has advised Swing Media Technology Group Limited (Swing Media), one of Hong Kong’s leading manufacturers and suppliers of data storage products and peripherals, in respect of its proposed placement of up to 100 million new ordinary shares in the company’s capital via its placement agent, DMG & Partners Securities Pte Ltd (DMG). DMG has agreed, on a best efforts basis, to procure subscribers for the placement shares at S$0.056 (US$0.04) per share which will rank equally with existing issued shares. The placement, which among other conditions is subject to shareholder approval, is estimated to raise net proceeds of S$5.3 million (US$3.79m), which will be utilised exclusively for Swing Media’s working capital requirements. Partner Lawrence Wong led the firm’s advisory team.

KhattarWong is also advising Ramba Energy Limited (Ramba), formerly known as RichLand Group Limited, in respect of its proposed placement of up to 35 million ordinary shares in the company’s capital via its joint placement agents, Kim Eng Securities Pte Ltd and DMG & Partners Securities Pte Ltd. The proposed placement comprises more than 28.47 million new ordinary shares and more than 6.5 million existing ordinary shares, representing all ordinary shares held by Ramba as treasury shares in accordance with section 76H of the Companies Act. The estimated net proceeds from the placement, amounting to S$17.8 million US$(12.73), will be utilised for the growth and expansion of Ramba’s business. Partner Lawrence Wong led the firm’s advisory team.

Khaitan & Co has advised the underwriters – JM Financial Consultants Private Limited, Kotak Mahindra Capital Company Limited, ICICI Securities Limited, IDFC-SSKI Limited, JP Morgan India Private Limited, SBI Capital Markets Limited, Morgan Stanley India Company Private Limited and IDBI Capital Market Services Limited – in respect of the initial public offering of JSW Energy Limited, which raised approximately US$584 million. The offer, initially made but withdrawn from the Securities and Exchange Board of India in July 2008 due to the recession, was revived in June 2009 when the economy showed signs of revival. The IPO successfully closed with listing on BSE and NSE on 4 January 2010.

In addition, Khaitan & Co has also advised Cox and Kings (India) Limited in relation to its initial public offering and offer for sale of almost 18.5 million equity shares with an aggregate value of INR6.1 billion (US$132.16m). The issue consisted of a fresh issue of equity shares by the company, and an offer for sale by minority shareholders Lehman Brothers Opportunity Limited, Deutsche Securities Mauritius Limited and Merrill Lynch Capital Markets Espana, SA, SV.

Finally, Khaitan & Co has advised Borelli Tea Holdings Ltd of the United Kingdom in relation to the acquisition of 100 percent of shares of Rwenzori Tea Investments Ltd (Rwenzori) – which holds 100 percent of shares of James Finlay (Uganda) Ltd (JFUL) – for approximately US$30 million. Of the total consideration, US$25 million was used for the purchase of shares of Rwenzori and US$5 million was used towards payment of the debt owed by JFUL to the vendor companies.

Kim & Chang has advised IMM Rosegold Private Equity Fund (IMM) in respect of the KRW 139.6 billion (US$122.65m) acquisition by Chiron Inc of a 17.03 percent share in Novelis Korea Co Ltd, the Korean subsidiary of worldwide aluminum manufacturer Novelis Inc. Chiron Inc, a special purpose company established by IMM and two other investors, purchased the Novelis Korea shares from Taihan Electric Wire Co Ltd (TEC). TEC endeavors to improve its liquidity through the divestiture of non-core businesses. Lead partner Do Young Kim led the firm’s private equity practice group in advising IMM.

K&L Gates LLP has advised Indonesia’s national airline PT Garuda Indonesia (Persero) (Garuda) on the restructuring and buyback of its Floating Rate Notes due 2007, of which US$115.7 million and IDR 146.51 billion (US$15.77m) are outstanding. As part of a consent solicitation, Garuda launched a tender offer for the notes in a reverse Dutch auction that will result in US$45 million of notes being repurchased at a weighted average price of 56 percent of its outstanding principal. The consent solicitation and buyback are scheduled to close on 21 January 2010, when a new trust deed constituting the notes is signed. Singapore partner Kevin Murphy, assisted by London partner Trevor Beadle, led the firm’s advisory team.

Latham & Watkins has advised China Life Insurance Company Limited (China Life), the PRC’s largest life insurance company, in respect of its further acquisition on 12 January 2010 of approximately 423 million existing shares representing 7.51 percent of the issued share capital of Hong Kong-listed Sino-Ocean Land Holdings Limited (Sino-Ocean Land). China Life completed a HK$5.82 billion (US$749.34m) subscription in December 2009 of 934 million new shares representing 16.57 percent of Sino-Ocean Land’s enlarged share capital. With its previous subscription, China Life has become the single largest shareholder with 24.08 percent stake in Sino-Ocean Land’s issued share capital. The firm’s advisory team was led by Hong Kong corporate partner Cathy Yeung and partners Michael Liu and Stanley Chow.

Pinsent Masons has advised the Philippine government owned and controlled corporation Power Sector Assets and Liabilities Management Corporation (PSALM) in respect of the bidding of the US$595.5 million Independent Power Producer Administrator (IPP Administrator) contracts, which also involved the bid out of three hydroelectric power plants last, 15 December 2009. Strategic Power Development Corporation submitted the highest bid of US$450 million for the 345MW San Roque multi-purpose hydroelectric plant, whilst Amlan Power Holdings Corporation’s US$145.5 million was the highest bid for the 70MW Bakun hydro and 30MW Benguet mini hydro power plants. The successful biddings and the next wave of IPPA biddings will expedite PSALM’s achievement of its legislative mandate to transfer the management and control of at least 70 percent of the total energy output of the IPP power plants under PSALM contract to IPP Administrators. The firm’s advisory team was led by partner John Yeap.

Pinsent Masons has also advised a consortium of Chinese investors, led by PRC owned and controlled Baiyin Non-Ferrous Group Co Ltd and CITIC Construction Co Ltd, on their conditional equity investment of approximately US$185 million in Oxus Gold plc (Oxus), the only publicly listed gold mining company in London’s Alternative Investment Market with primary operations inside the Republic of Uzbekistan. Under the terms of the financing, the investors will make an investment of approximately US$85 million by way of the issue of new ordinary shares in the company and convertible loan notes. In addition, the investors will be granted warrants to subscribe for new ordinary shares in the company exercisable within five years of admission for approximately US$20 million, in return for an undertaking to arrange a further minimum of $80 million in project finance. The funds will be used to provide working capital to Oxus and to finance and develop its 50 percent owned Amantaytau Goldfields joint venture in Uzbekistan. The firm’s advisory team was led by corporate partners Jon Harris and Sean Page.

Shearman & Sterling is advising global cosmetics company Shiseido Co Ltd in its planned acquisition of leading US-based cosmetics company Bare Escentuals Inc, in a deal valued at approximately US$1.7 billion in cash. Through a US subsidiary, Shiseido will make an offer to purchase all outstanding shares of Bare Escentuals’ common stock for US$18.20 per share, which represents a 40.8 percent premium to Bare Escentuals’ average closing stock price over the last three-month period ended January 13, 2010. Shiseido intends to acquire the remaining outstanding shares of Bare Escentuals’ common stock through a second-step merger once the tender offer and its conditions are completed. Partners Peter Lyons (New York), Ken Lebrun (Tokyo), John Cannon (New York) and Laurence Crouch (Menlo Park) led the firm’s advisory team.

White & Case LLP has advised Toyota affiliate and major Japanese bearing manufacturer JTEKT Corporation on its acquisition of the global needle roller bearing business of The Timken Company, a leading global bearing and components manufacturer based in the United States and with operations in 18 countries. The acquisition by JTEKT, a publicly traded company listed on the Tokyo Stock Exchange, was valued at approximately US$300 million after an adjustment in the value of net retained assets. Brian Strawn led the firm’s global advisory team. He was assisted in Tokyo by partners Yuji Ogiwara and Michael Shikuma.

WongPartnership LLP has advised Citigroup Global Markets Singapore Pte Ltd and Morgan Stanley Asia (Singapore) Pte, as joint issue managers and joint underwriters, in the initial public offering of Tiger Airways Holdings Limited (Tiger). This IPO, which is the biggest since the listing of CapitaMalls Asia Limited, will raise approximately S$248 million (US$177.68m) for Tiger and the IPO vendor. The firm has also advised DBS Bank Ltd as joint lead manager and coordinator of the IPO in Singapore. Partners Raymond Tong and Karen Yeoh led the firm’s advisory team.

WongPartnership LLP has also advised the Singapore Medical Council (SMC) in respect of charges against general practitioner Dr Zubin Medora for misrepresenting himself as a trained plastic surgeon. SMC, after proving the charges against Dr Medora, censured him and fined him S$10,000 (US$7,165). The firm’s advisory team was led by deputy managing partner Tan Chee Meng and Senior Counsel and partner Josephine Choo. The firm has also advised SMC on two charges of professional misconduct against hand surgeon Dr Jonathan Lee Yi Liang, who practised at True ‘Est in Ngee Ann City, Singapore. Partners Melanie Ho and Chang Man Phing led the firm’s advisory team in the charges against Dr Liang.

In addition, WongPartnership LLP has advised YA Global Master SPV Ltd, a Cayman Islands company managed by Yorkville Advisors LLC, in respect of the provision of equity line financing of up to S$10 million (US$7.16m) to Swing Media Technology Group Limited, and S$72 million (US$51.58m) to Transcu Group Limited, both of which are listed on the Singapore Exchange Securities Trading Limited. Partners Rachel Eng and Colin Ong led the firm’s advisory team.

Further, WongPartnership LLP has acted for Novena Holdings Limited in its acquisition of all the ordinary shares, representing the entire issued and paid-up share capital, of Viking Airtech Pte Ltd from Viking Engineering Pte Ltd, Liu Guang, Ong Choo Guan and Johansson Bo Robert. The acquisition will be satisfied partly by cash and partly by the issue and allotment of new shares in the acquired company. Partners Chan Sing Yee and Tan Sue-Lynn led the firm’s advisory team.

Finally, WongPartnership LLP has advised Q and M Dental Group (Singapore) Limited in the sale and purchase of 100 percent of the issued and paid-up share capital of Dental Implant Surgical Centre Limited from Dr Chow Kwok Fai, Dr Hui Edward, Dr Lee Kin Man and Dr Li Kin Shing. Partners Vivien Yui and Tan Sue-Lynn led the firm’s advisory team.